2002-020- Authorizing Mayor To Execute Purchase Agreement For Properties Located At 17 Fiesta Way And 25 Fiesta WayRESOLUTION 2002 - 20
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING
MAYOR TO EXECUTE PURCHASE AGREEMENT FOR PROPERTIES LOCATED
AT 17 FIESTA WAY AND 25 FIESTA WAY
WHEREAS:
A. The owners of the properties located 17 and 25 Fiesta Way .had shown an interest in selling the
properties to the Town.
B. Council meet in closed session and directed Town staff to negotiate with the owners about the
price and terms of this proposed transaction.
C. The owners and Town staff have successfully concluded these negotiations by reaching. an
agreement for the Town to acquire the properties from the.owners contingent upon Council's approval. Said
agreement is attached hereto as Exhibit "A" and by this reference incorporated herein.
RESOLVED:
1. That the :proposed purchase agreement .(Exhibit "A") is hereby approved.
2. That the Mayor is authorized to execute the proposed purchase agreement (Exhibit "A").
PASSED AND .ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos,.
California held on the 4t" day of March, 2002, by the following vote:
COUNCIL MEMBERS:
AYES: Steven Blanton, Sandy Decker, Steve Glickman, Joe Pirzynski,
Mayor .Randy Attaway.
NAYS: None
-'_ ~ ABSENT: None
ABSTAIN: None
SIGNED:
MAY OF THE TO OF LOS GATOS
LOS ATOS, CALIF RNIA
ATTEST:
CLERK OF THE TOWN OF O GAT ~S``~
LOS GATOS, CALIFORNIA
ESCROW NO. 28346315 (Parcel 2) and 28346316 (Parcel 1)
ASSESSOR'S PARCEL NO: Parcel 1: 529-34-024; Parcel 2: 529-34-025
PROPERTY ADDRESS: 17 Fiesta Way (Parcel 2) and 25 Fiesta Way (Parcel 1)
TITLE REPORT NO: Stewart Title Order Nos. 2834631:5 and 28.346316
AGREEMENT FOR ACQUISITION OF REAL PROPERTY
(ESCROW INSTRUCTIONS)
THIS AGREEMENT is entered into this _ day of March, 2002, by and between the
TOWN OF LOS GATOS (hereinafter called "Buyer"), and ROBERT A. BROENEN AND
DANIELA M. SALVADORI, HUSBAND AND WIFE, as owners in joint tenancy of a
50% undivided interest in Parcel 1 described below, AND RICK PFAFF AND
BETHANY J PFAFF, HUSBAND AND WIFE as owners in joint tenancy of a 50%
undivided interest in Parcel 1 described below,. and owners in joint tenancy of Parcel 2
described below (hereinafter "Sellers"), :and for acquisition by Buyer of certain real
property hereinafter set forth.
THE PARTIES AGREE AS FOLLOWS:
1. AGREEMENT TO SELL .AND PURCHASE. Seller agrees to sell to Buyer,
and Buyer agrees to purchase from Seller, upon. the terms and for the consideration set
forth in this agreement, all that certain real property in the .State of California, County of
Santa Clara, City of Los Gatos {hereinafter called "Property") legally described as:
.Parcel l : Beginning at a point in the Easterly line of Gray's Lane,. also known
as La Montague Avenue, distant thereon Southerly 244 feet $ inches
from the point of intersection of said line of Gray's Lane with the
Southern line of Main Street, said point of beginning being at the
'Southwestern corner of that certain parcel of land described in the
Deed from Zervia E. Grey to Alice G. Edwards, dated September 19,
1986, recorded April 11, 1989, in Book 208 of Deeds,. page 144,
Santa Clara County Records; thence running Southerly and along the
Easterly line of Gray's Lane 45 feet 6 inches, snore or less, to the
Northerly line of Villa Avenue; thence running Southeasterly and
along the Northerly line of Villa Avenue 96 feet, more or less, to the
Westerly line of that certain parcel of land described in the Deed
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from Charles Sutton, et ux, to Jacob Emerson, dated May 23, 189.1,
and recorded May 28, 1$91, in Book 1.33 of Deeds, page .260, Santa
Clara County Records; thence Northerly and along the Westerly line
of the parcel of land so described in the Deed to Emerson, to the
Southeastern corner of the parcel of land so described in the Deed to
Edwards above referred to; thence running Westerly .and along the
Southerly line. of the parcel so described in the Deed to Edwards, 99
feet to the point of beginning.
Parcel 2: Beginning at a point in the Easterly line of a right of way leading
from Main Street to Villa Avenue, known as Fiesta Way, also known
as La Montague Avenue, and also known as Gray's Lane, distant
thereon Southerly 194 feet 8 inches from the point of intersection of
the Easterly line of said right of way with the Southerly line of Main
Street, running thence Southerly along the Easterly Line of said right
of way 50 feet to the Northwesterly corner of that certain parcel of
land conveyed by Zervia E. Grey to Daniel Parks, by Deed dated June
6, 1585, and recorded in Book 78 of Deeds at page 581; thence
Easterly along the Northerly line of the tract of land conveyed to
Daniel Parks as aforesaid, 99 feet to a point in the Westerly line of
lands now or formerly of one Emerson; thence Northerly along said
last named line 50 feet; thence Westerly 99 feet to the place of
beginning.
2. PURCHASE PRICE. The total. purchase price, payable in cash through escrow,
shall be the sum of ONE MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS
($1,950,000.00).. The parties have allocated $750,000.00 of the purchase price to Parcel 1
and $1,200,000.00 of the purchase price to Parcel 2.
3. CONVEYANCE OF TITLE. Seller agrees to convey by Grant Deed to
Buyer marketable .fee simple title to the Property free and clear of all recorded and
unrecorded liens, .encumbrances, assessments, easements, leases and taxes .EXCEPT.:
A. Taxes: Property taxes which are a lien not. yet due or
payable for the fiscal year 2002-2003.
B. Easements: Item 1 of Preliminary Title Report #
2834615 and Item i of Preliminary Title Report
2$34616 any public alley and public street easements
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and .rights of way of record.
C. Leases or other rights of possession: Tenant in
possession of 25 Fiesta Way under a month to month
tenancy.
4. OPENING OF ESCROW.. Buyer and Sellers agree to open an escrow or
escrows in accordance with this Agreement at an Escrow Company selected by Buyer (the
``Escrow.Agent"). This Agreement constitutes the joint escrow instructions of Buyer and
.Sellers,. and Escrow Agent to whom these instructions are delivered is hereby empowered
to act under this Agreement. The parties hereto agree to do all acts necessary to close this
escrow in the shortest possible time.
5. TITLE INSURANCE POLICY. Escrow Agent shall, following recording of
deed to Buyer, provide Buyer with CLTA Standard Coverage Policy .and Title Insurance
in the amount of $750,000.00 for Parcel 1 and $.1,200,0.00.00 for Parcel 2 issued by
Stewart Title Company or any other title insurance company acceptable to Buyer showing
title to the Property vested in .Buyer, subject only to the exceptions set forth in Paragraph 3
and the printed exceptions and stipulations in said policy. Sellers agree to pay the
premium charged therefore.
6. ESCROW. Sellers have executed and handed deeds to Buyer, concurrently
with execution of this Agreement.. As soon as possible after opening of escrow, Buyer
will deposit the executed deeds, with Certificate of Acceptance attached, with Escrow
Agent on Sellers, behalf. Buyer agrees to deposit the balance of the purchase price upon
demand of Escrow Agent. Buyer and Sellers agree to deposit with Escrow Agent any
additional instruments as maybe necessary to complete this transaction.
All funds received in escrow shall be deposited with other escrow funds in a
general escrow account(s) and maybe transferred to any other such escrow trust account
in any State or :National 'Bank doing business in the State of California. All disbursements
shall be made by check from such account.
ESCROW AGENT IS AUTHORIZED AND INSTRUCTED TO, .AND SHALL:
~ Comply with the following tax adjustment procedure:
A. Pay and charge 'Sellers for any unpaid delinquent taxes and/or penalties
and interest thereon, and for any delinquent or non-delinquent assessments or
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bonds against the property;
B. From the date that tax information becomes available, up to and
including, June 30, Sellers' current taxes, if unpaid, shall be prorated to date of
close of escrow on the basis of a 365 day year in accordance with the County Tax
Collector's proration requirements, together with penalties and interest if said
current taxes are unpaid after the due date. At close of escrow, a check payable to
the County Tax Collector for Sellers' prorata portion of the taxes shall be
forwarded to Buyer with :the closing. statement;
C. Any taxes which have been paid by Seller prior to the opening of this
escrow shall not be pro-rated between Buyer :and Seller, but Seller shall have the
sole right, after close of escrow, to apply to the Santa Clara County Tax Collector
for refund of such taxes which may be due Seller for the period .after close of this
escrow pursuant to Section 5096.7 of the California Revenue and Taxation Code.
• Pay and charge Sellers for any amount necessary to place title in the condition
necessary to satisfy .Paragraph 3 of this Agreement, any documentary transfer taxes
and one half of and all other costs and expenses,. including any escrow fee, except.
such -fees as are the responsibility of Buyer hereunder.
• Pay :and charge Buyer for all document preparation and recording fees and one half
of and all other costs and expenses, including any escrow fee .except such fees as
are the responsibility of Sellers hereunder.
• Disburse funds .and deliver deeds when conditions of this escrow have been
fulfilled by Buyer and Sellers.
• Insurance policies for fire or casualty are not to be transferred, and Sellers will
cancel their own policies after close of escrow.
• Prorate rental for Parcel 1.
The term "close of escrow," if and where written in these instructions, shall mean the date
necessary instruments of conveyance .are recorded in the office of the County Recorder.
Recordation of instruments delivered through this escrow is authorized if necessary or
proper in the issuance. of said policy of title insurance.
All time limits within which any matter herein specified is to be performed may be
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extended by mutual agreement of the parties hereto. Any amendment of, or supplement to,
any instructions must be in writing.
TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO
CLOSE AS SOON AS POSSIBLE. If this escrow is not in condition to close by March 5,
2002, .any party who then shall have fully complied with his instructions may, in writing,
demand the return of his money or property; but if none -have complied no demand for
return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed
copies of such demand to all other parties at the respective addresses shown in these
escrow instructions, and if any abjections are raised within said five (5) day period,
Escrow Agent is authorized to hold all papers and documents until instructed by a court of
competent jurisdiction or mutual instructions. If no demands are made., proceed with
closing of this escrow as soon as possible.
Responsibility for Escrow Agent under this Agreement is expressly limited to
Paragraphs 1, 2, 3, 4, 5, b, 9, 12, 14 and 15 and to its. liability under any policy of title
insurance issued in regard to this transaction.
7. RENTAL AND OCCUPANCY BY SELLERS, Parcel 1 is occupied by a
month-to-month Tenant and Sellers warrant that there are no other occupants nor oral or
written leases on all or any portion of the Property.
8. PERMISSION TO ENTER ON .PREMISES . Sellers hereby grant to .Buyer, or
its authorized agents, permission to enter upon the Property at all reasonable times prior to
close of escrow for the purpose of .making necessary or appropriate inspections.
9. CLOSING STATEMENT. Sellers ip truct Escrow Agent to release a copy of
Sellers' statement to Buyer in order to allow Buyer to ascertain if any reimbursements are
due Sellers.
10. LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real
property or any improvements thereon, by fire or other casualty, occurring prior to transfer
of possession, shall be at the risk of .Sellers, and thereafter shall be at the risk of Buyer.
11. VOLUNTARY .SALE, FULL AND COMPLETE SETTLEMENT.
A. This is an acquisition by Buyer in response to a voluntary offer to sell by
Sellers. However, Buyer is a governmental entity and Sellers acknowledges that
they are aware that persons displaced as a direct result. of acquisition of property for
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a public project have a right to be reimbursed for their moving .expenses and to
receive other relocation assistance and benefits pursuant to Government Code
§7260 et seq. unless waived.
B. Sellers acknowledge they are .aware that when property is acquired for a
public project by eminent domain that the property owners and occupants are
entitled to have the property appraised and to have a jury determine the amount that
constitutes just compensation for the property being :acquired, including, but not
limited to, compensation for the realty, for improvements pertaining. to the realty
and for any goodwill loss, unless waived.
C. Sellers :agree that they have accepted the purchase price and other
consideration provided in this Agreement as a full and complete settlement of any
and .all amounts to which they might be entitled were the property acquired by
Buyer by eminent domain, inverse condemnation, or otherwise, including the value
of the realty, of improvements pertaining to the realty, compensation for any
goodwill loss and for costs, attorneys fees, interest. or other claims compensable in
an eminent domain or inverse condemnation proceeding and including any claims
for relocation benefits to which Sellers might be entitled pursuant to Government
Code Sections 7260 et seq.
D. Sellers agree that notwithstanding the potential for being compensated for
relocation benefits and to have a jury .determine just compensation as set forth
above, :SELLERS, ON BEHALF OF THEMSELVES AND ON BEHALF OF
THEIR SUCCESSORS AND .ASSIGNS, AGREE THAT SELLERS ARE
INELIGIBLE FOR AND/OR DO HEREBY FOREVER WAIVE, RELEASE,
DISCHARGE AND DISCLAIM ANY .AND ALL RIGHTS TO AND CLAIMS OF
ANY NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR
NON-CONTINGENT, ANTICIPATED OR UNANTICIPATED, WHICH ANY
OF THEM EVER HAD OR NOW HAS OR WILL HAVE AGAINST THE
BUYER OR .ITS .SUCCESSORS AND ASSIGNS ARISING DIRECTLY OR
INDIRECTLY OUT OF OR BASED UPON, OR IN ANY WAY CONNECTED
WITH: (i) RELOCATION BENEFITS TO WHICH SELLERS MAY BE
ENTITLED UNDER GOVERNMENT CODE. SECTION 7260 ET SEQ..; AND (ii)
JUST COMPENSATION FOR THE PROPERTY, INCLUDING CLAIMS FOR
THE VALUE OF THE PROPERTY, IMPROVEMENTS PERTAINING TO THE
REALTY, GOODWILL LOSS OR ANY OTHER CLAIMS COMPENSABLE IN
EMINENT DOMAIN PROCEEDINGS AND THE RIGHT TO HAVE SUCH
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CLAIMS APPRAISED AND TO HAVE A JURY DETERMINE THE AMOUNT
OF SUCH CLAIMS (the "Released Claims").
E. Sellers acknowledge that they are familiar with and voluntarily waive any
right or benefit arising .from Section 1542 of the Civil Code of the State of
California which provides 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."
In connection with such waiver and relinquishment, Sellers are aware that they may
hereafter discover facts in addition to or different from those which the Sellers now
know or believe to exist with respect to the subject matter of this Agreement, but
that it is Sellers' intention to hereby fully, finally, and forever release all of the
claims, disputes and differences, known or unknown, suspected or unsuspected,
that Sellers, individually or collectively, may have or may hereafter acquire against
Buyer, resulting from or in any way related to the Released Claims. This
Agreement shall remain in effect as a full and complete release notwithstanding the
discovery or existence of any such additional or different facts.
Sellers initials:
F. Sellers shall not commence, voluntarily aid, or prosecute, or cause to be
commenced or prosecuted, against Buyer any action or proceeding in connection
with or arising out of any Released Claim.
G. Sellers represent and warrant to Buyer that they have not assigned or
otherwise transferred any interest in any Released Claims and further agree to
indemnify, defend and hold Buyer harmless from any liability, claims, demands,
:costs, expenses, and attorneys' fees incurred as a result of any other party asserting
any such right or claim under any such assignment or transfer given by Sellers.
H. In the event that Buyer brings an action to enforce its rights under this
Agreement, the prevailing party in such action shall be entitled to an award of its
reasonable attorneys' fees and costs.
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12. TAX REPORTING AND WITHHOLDING. Prior to close of escrow Buyer
and Sellers shall execute and deliver a Taxpayer ID Certificate in such form as .may be
required by the IRS pursuant to section 6045 of the Internal Revenue Code. Sellers shall
furnish to Buyer, on or before the close of escrow., a sworn affidavit stating under penalty
of perjury that Seller is not a "foreign person" as such term is defined in Section 1445 of
the Internal Revenue Code of 1954, as amended, or such other evidence that Buyer is not
required to withhold taxes from the purchase price under Section 1445(a) of the Internal
Revenue Code.
13. HAZARDOUS WASTE. Sellers warrant that .neither they nor, to the best of
their knowledge, any previous owner, tenant, occupant or user of the Property used,
generated, released, discharged, stored or disposed of any hazardous waste, toxic
substances or related materials ("Hazardous Materials") on, under, in or about the
Property, or transported any Hazardous Materials to or from the Property. The term
"Hazardous Materials" shall mean any substance, material, or waste which is or becomes
regulated by any local governmental authority, the State of California, or the United States
Government, including, but not limited to, any material or substance which is defined as a
"hazardous substance," "hazardous waste," "extremely .hazardous waste" or "restricted
hazardous waste" in the California Health and &afety Code.
14. RENTAL AGREEMENT. Upon Close of Escrow, Rick Pfaff and Bethany
Pfaff and .Buyer shall execute and deliver one (1) original copy of the Residential Lease,
the form of which is attached hereto as Exhibit A. Escrow Officer is instructed upon
Close of Escrow to credit Buyer and charge Seller the amount of .$2400 as full and
complete payment for rental of Parcel 2 pursuant to the Rental Agreement.
1S. MISCELLANEOUS PROVISIONS.
A. This agreement maybe executed in counterparts, each of which so executed
shall, irrespective of its execution and delivery date, be deemed an original, and .all
such counterparts together shall constitute one and the same instrument.
B. The terms and conditions, covenants, and agreements set forth herein shall
apply to and bind the heirs, executors, administrators, assigns and successors of the
parties hereto.
C. This Agreement, together with the agreements incorporated herein, contain
the entire agreement between both parties, neither party relies upon any warranty or
representation not contained in this agreement.
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IN WITNESS WHEREOF, the parties hereto .have executed this Agreement the day ..and
year set forth .above.
MAILING ADDRESS OF SELLER SELLERS -
MAILING .ADDRESS OF BUYER
TOWN OF LOS GATOS
110 EAST .MAIN STREET
LOS GATOS, CA 9:503'0
ATTEST:
~~~CLt.~l~v ~z- C-
--
1VIARIAN V. COSGROVE
TOWN CLERK OF LOS GATOS
CALIFORNIA
BUYER -TOWN OF LOS GATOS
By:
RANDY ATTAWAY
MAYOR OF LOS GATOS
DATE; s %~~-2~-~ ^~ _..
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CERTIFICATE ACCEPTING
REAL PROPERTY FROM
RICK PFAFF AND BETHANY J. PFAFF, HUSBAND AND WIFE; AND
ROBERT A. BROENEN AND DANIELA M. SALVADORI, HUSBAND AND WIFE
AT
25 FIESTA WAY, LOS GATOS, CA; APN: 529-34-024
This is to certify that the interest in real property conveyed by Rick Pfaff and Bethany J. Pfaff,
Husband and Wife, and Robert A. Brodenen and Daniela M. Salvadori, Husband and Wife, in_a
grant. deed dated March 5, 2002, to the Town ofLos Gatos, a California Municipal Corporation,
is hereby accepted by the undersigned officer on behalf of the Town Council of the Town of Los
Gatos, pursuant to authority conferred by Section 2.30.025 (d) ofthe Town Code ofthe Town of
Los Gatos, adopted by the Town Council on February 20, .1973; and the grantee consents to
recordation thereof by its duly authorized officer.
.Debra J. F'go
Town Manager, Town of Los Gatos
Dater 7 D ~-
APPROVED AS TO FORM:
s
Orr .Korb
Town Attorney
Date: S } ~ _
14:\DEV\Marty\certi ficateofacceptancefiesta.wpd
CERTIFICATE ACCEPTING
REAL PROPERTY FROM
RICK PFAFF AND BETHANY J. PFAFF, HUSBAND AND FIFE
AT
17 FIESTA WAY, LOS GATO5, CA; APN: 529-3~4-025
This is to certify that the interest in real property conveyed by Rick .Pfaff and Bethany J. Pfaff,
Husband and Wife, in a grant deed dated March 5, 2002, to the Town of Los Gatos, a California
Municipal Corporation, is hereby accepted by the undersigned officer on behalf of the Town
Council of the Town of Los Gatos, pursuant to authority conferred by Section 2.30..025 (d) of the
Town Code of the Town of Los Gatos, adopted by the Town Council on February 20, 1973; and.
the .grantee consents to recordation thereof by its duly authorized officer.
~-~-
Debra J. P~tgo
Town Manager, Town of Los Gatos
Date: 3 ~ ~ ~'
APPROVED AS TO FORM:
•
P. Korb
Town Attorney
Date: ~/~`/`
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