14-037 Sale of surplus City owned real property to Karkada Vijaya Vansatharam (adjoining 10500 Castine Ave )AGREEMENT FOR SALE OF
SURPLUS CITY -OWNED REAL PROPERTY TO
KARKADA VIJAYA VASANTHARAM
THIS AGREEMENT is made and entered into by and between the CITY OF
CUPERTINO, a municipal corporation OF THE State of California (hereinafter "CITY ")
and KARKADA AND VIJAYA VASANTHARAM (hereinafter "BUYER ") upon execution
by CITY (hereinafter "Effective Date ").
WITNI- SSETH:
WHEREAS, CITY is the owner of that certain real property located in the City of
Cupertino, County of Santa Clara, State of California, more particularly described in
EXHIBIT "A" and depicted in EXHIBIT "B" (hereinafter "PROPERTY ") attached hereto
and incorporated herein; and
WHEREAS, the PROPERTY is not needed for, nor adaptable to, municipal
purposes and is therefore surplus property, and that the public interest and necessity
will be served by its sale; and
WHEREAS, CITY desires to sell, and the BUYER desires to purchase the
Property: and
WHEREAS, BUYER is the adjoining property owner located at 10500 Castine
Avenue, Cupertino, CA.
NOW, THEREFORE, in consideration of their mutual promises, covenants and
conditions hereinafter set forth, the parties hereto do hereby agree as follows:
1. Property to be Conveyed.
Subject to the provisions of this AGRE=EMENT, CITY shall transfer and convey to
BUYER by Quitclaim Deed in substantially the same form as Exhibit "C ", and BUYER
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shall purchase and take from CITY, all of CITY's right, title and interest in and to the
PROPERTY.
2. Purchase Price.
BUYER shall pay to CITY, in consideration of CITY's conveyance to BUYER of
said PROPERTY the sum of THIRTY EIGHT THOUSAND AND NO /100 DOLLARS
($38,000). Said sum shall hereinafter be referred to as the "Purchase Price ".
3. Tender and Acceptance of Payment.
BUYER shall deposit with the CITY a $10,000.00 non- refundable check made
payable to the CITY OF CUPERTINO upon delivery to CITY of this AGREEMENT
signed by BUYER. By its execution of this AGREEMENT, CITY accepts the Purchase
Price as full compensation for the PROPERTY. The remaining balance will be
delivered to CITY no later than three (3) business days after CITY's execution of this
AGREEMENT.
4. Additional Fees and Charges: Condition to Closing.
Except as is expressly provided herein to the contrary, BUYER shall be
responsible for the full payment of all title insurance costs. CITY and BUYER will
evenly share the cost of escrow,' recording fees, documentary transfer taxes, and other
fees and charges associated with this transaction.
5. Delivery and Recording of Deed and Real Property Taxes.
No later than thirty (30) days from the date of the execution of this AGREEMENT
by the CITY, CITY shall record a Quitclaim Deed conveying title to BUYER of said
Surplus Property in the office of the Santa Clara County Recorder. The Santa Clara
County Recorder's Office shall mail said Quitclaim Deed to BUYER after its recordation,
with a copy to CITY.
Real property taxes and assessments, if any, shall be payable by BUYER from
and after the date of recordation of the Quitclaim Deed.
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6. Buyer's Sole Remedy for Faillure to Convey.
In the event that CITY's Quitclaim Deed shall, for any reason, be insufficient to
convey fee title to the PROPERTY on or before the Closing Date, as shall be evidenced
by Escrow Holder's unwillingness to issue a CLTA Owner's policy of title insurance
insuring such title in the name of BUYER in the amount of the Purchase Price, BUYER
shall have the right to terminate this AGREEMENT, but shall have no other right of
action against CITY and shall not be entitled to recover any damages from CITY, and
all parties hereby shall return to status quo ante. BUYER's agreement to proceed to
closing of escrow shall constitute BUYER's waiver of its right to terminate this
AGREEMENT pursuant to this Section 6 or other right of action against CITY in regards
to failure to convey fee title.
7. Condition of Title.
CITY's right, title and interest in and to the PROPERTY shall be delivered by
CITY hereunder subject to all exceptions, encumbrances, liens and restrictions of
record and not of record, per the Preliminary Report from First American Title Company
dated January 8, 2014, as of the Closing Date.
8. AS -IS Condition of P rope rty/E, 1JYE R's Due Diligence.
BUYER agrees that: i) it is purchasing the PROPERTY "as is" and in reliance on
BUYER's own investigation, which it has had the opportunity to conduct to its
satisfaction prior to the Effective Date, ii) no representations or warranties of any kind
whatsoever, express or implied, have been made by CITY regarding the PROPERTY or
the legal or physical condition thereof ( "Property Condition "), including without limitation
any zoning regulations or other governmental requirements, the existence of
"Hazardous Substances" (as defined in Section 9, below) or other site conditions, or
any other matters affecting the use, value or condition of the PROPERTY, and iii) it
shall take the PROPERTY in the condition that it is in at the Closing Date. To the
extent that CITY has provided to BUYER information or reports regarding the
PROPERTY, CITY makes no representations, or warranties with respect to the accuracy
or completeness thereof.
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9. Indemnification and Hold Harmless.
BUYER agrees to protect, defend, indemnify and hold harmless, CITY, its
officers, employees, or agents, from and against all claims, response costs, losses,
demands, debts, liens, liabilities, causes of action, suits, legal or administrative
proceedings, interest, fines, charges, penalties and expenses (collectively, "Claims ") of
any kind whatsoever paid, incurred,. suffered or asserted, on or after the closing directly
or indirectly arising from or attributable to the PROPERTY Condition or any use of the
PROPERTY (including, without limitation, BUYER's use of the PROPERTY before the
Effective Date), including without limitation any repair, cleanup or detoxification, or
preparation and implementation of any removal, remedial, response, closure or other
plan concerning any Hazardous Substance on, under or about the PROPERTY,
regardless of whether undertaken due to governmental action. The foregoing hold
harmless and indemnification provision and -the following release provision shall apply
to the fullest extent permitted by law, including where such Claim is the result of the act
or omission of CITY, its officers, agents or employees. Without limiting the generality of
this indemnity and hold harmless provision in any way, this provision is intended to
operate as an agreement pursuant to 42 U.S.C. Section 9607(e) and California Health
and Safety Code Section 25364 in order to indemnify, defend, protect and hold
harmless CITY, its officers, agents or employees for any liability pursuant to such
sections. CITY and BUYER agree that for purposes of this AGREEMENT, the term
"Hazardous Substance" shall have the definition set forth in EXHIBIT "D ", which is
attached to this AGREEMENT and incorporated by reference. BUYER, for itself, its
legal representatives and assigns, releaser CITY, its officers, agents or employees
from any and all Claims that it had, now has, or claims to have, or that any person
claiming through them may have, or claim to have, arising out of any use of the
PROPERTY, or the Property Condition (including, without limitation, uses of or
conditions on the PROPERTY undertaken or caused by BUYER prior to the Effective
Date).
10. General Release.
BUYER acknowledges that it has read and understood the following statutory
language of Civil Code Section 1542:
A general release does not extend to a claim, 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.
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Having been so apprised, to the fullest extent permitted by law, BUYER elects to
assume all risk for Claims heretofore or hereafter, known or unknown, arising from the
subject of this release, and BUYER knowingly and voluntarily expressly releases the
CITY, its officers, agents or employees from all Claims, unknown or unsuspected,
arising out of any use of the PROPERTY, or the Property Condition. The provisions of
Sections 4, 6, 8, 9 and 10 shall survive the close of escrow or earlier termination of this
AGREEMENT.
11. Binding on Successors.
This AGREEMENT inures to the benefit of and is binding on the parties, their
respective heirs, personal representatives, successors and assigns.
12 Merger; Entire Agreement.
This AGREEMENT supersedes any prior agreements, negotiations and
communications, oral or written, and contains the entire agreement between CITY and
BUYER relating to the subject matter hereof. No subsequent agreement,
representation, or promise made by either party hereto, or by or to any 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. The terms of this AGREEMENT shall
not be modified or amended except by an instrument in writing executed by each of the
parties hereto.
13. Acknowledgements.
BUYER acknowledges that it has received:
a. a copy of the Preliminary Report on fee title ownership of the City of
Cupertino dated January 8, 2014
b. a copy of the Well Destruction Completion Notice from the Santa Clara
Valley Water District dated August 23, 2005
C. a copy of the finalized and signed -off Public Works Encroachment Permit
Application for disconnection of the well site from the San Jose Water main in
Greenleaf Ave dated January 16, 2014
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14. Notices.
Any notice which is required to be given hereunder, or which either party may
desire to give to the other, shall be in writing and may be personally delivered or given
by mailing the same by registered or certified mail, postage prepaid, addressed as
follows:
To the BUYER: Karkada and Vijaya Vasantharam
10500 Castine Avenue
Cupertino, CA 95014
or to such other place as BUYER may designate by written notice.
To the CITY: City of Cupertino
10300 Torre Avenue
Cupertino, CA. 95014
Attn: Chad Mosley
With a Copy to: City Attorney
10300 Torre Ave
Cupertino, CA. 95014
or to such other place as CITY may designate by written notice.
15. Miscellaneous.
a. Whenever the singular number is used in this AGREEMENT and when
required by the context, the same shall include the plural and the
masculine gender shall include the feminine and neuter genders.
b. If there be more than one entity designated in or signatory to this
AGREEMENT on behalf of BUYER, the obligations hereunder imposed
upon BUYER shall be joint and several.
C. Time is and shall be of the es.Sence of each term and provision of this
AGREEMENT.
d. Each and every term, condition, covenant and provision of this
AGREEMENT is and shall be deemed to be a material part of the
consideration for CITY's entry into this AGREEMENT, and any breach
hereof by BUYER shall be deEtrned to be a material breach. Each term
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and provision of this AGREEMENT performable by BUYER shall be
construed to be both a covenant and a condition.
e. This AGREEMENT shall be deemed to have been made in, and be
construed in accordance with the laws of the State of California. Venue
for any proceeding to enforce the provisions of this AGREEMENT shall be
in the County of Santa Clara.
f. The headings of the several paragraphs and sections of this
AGREEMENT are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of any
provisions of this AGREEMEN -r and shall not be construed to affect in any
manner the terms and provisions hereof or the interpretation or
construction thereof.
g. In the event any covenant, condition or provision herein contained is held
to be invalid by a court of competent jurisdiction, the invalidity of any such
covenant, condition or provision shall in no way affect any other covenant,
condition or provision herein contained, provided the invalidity of any such
covenant, condition or provision does not materially prejudice either
BUYER or CITY in its respective rights and obligations contained in the
valid covenants, conditions and provisions of this AGREEMENT.
h. All exhibits and addenda referred to herein, and any exhibits or schedules
which may from time to time be referred to in any duly executed
amendment hereto, are by such reference incorporated herein and shall
be deemed a part of this AGRE =EMENT as if set forth fully herein. The
exhibits to this AGREEMENT are as follows:
Exhibit A —
Legal Description of PROPERTY
Exhibit B —
APN Map of PROPERTY
Exhibit C —
Form of Quitclaim Deed
Exhibit D — Hazardous Substances
i. 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.
j. Days, unless otherwise specified, shall mean calendar days.
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k. The City Manager, or designee, is authorized to execute, on behalf of the
CITY, deeds and all other doCLIments as may be necessary to effectuate
this AGREEMENT and the transfer of property rights herein.
WITNESS THE EXECUTION HEREOF on the date of execution by CITY as
written below:
APPROVED AS TO FORM:
City Attorney
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"CITY"
CITY OF CUPERTINO, a municipal
corporation of the State of California
1), 1 - . J / ,/
Name ,
Title: (�;' 1AA
Date of Ex cution: AfoLc,4 2V, 7-oje/
"BUYER"
KARKADA AND VIJAYA VASANTHARAM
By:
By: �� v
CALIFORNIA ALL - PURPOSE
CER'T'IFICA'T'E OF A .KNNOWLEDGMENT
State of California
County of 6 d" -& -
On -LJ ( � ?,11+ before me, (_Kjt der_ � 114e>T
'/ , (Here insert name d title of the
personally appeared �, - V �- 0, \1 t NA_ k i tt-- 0—C41- M'
who proved to me on the basis of satisfactory evidence to be the persorowhose name(:syis /(o subscribed to
the withVies ' strument and acknowledged to me that he /she/ e'y ei
executed the same in his/her/ authorized
capacity , and that by his/her /their signatur (s on tl.ie in ent the persol , or the entity upon behalf of
which the perso (s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
r.,� _
JULIA �KINST
Commissi o2313
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WITNESS my hand and official seal. gotory Public • California Santa Clara County
MVCOMM. Was Jan 25, 2017
Signature Ootary Public (Notary Seal)
ADDITIONAL OPTIONAL INFORMATION
DESC�RIPTIONp OF THE ATTACHED DOCUMENT
(Title or descriptkn of attached do ment)
'LLO N aypy'J-L�-
(Title or descripti n of attache docm ent cont' ed)
Number of Pages I f Document Date
( Additional information)
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Partner(s)
❑ Attorney -in -Fact
❑ Trustee(s)
❑ Other.
2008 Version CAPA vl2.10.07 800- 873 -9865 www.NotaryClasses.com
INSTRUCTIONS FOR COMPLETING THIS FORM
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appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California: In such instances, any alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in
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must also be the same date the acknowledgment is completed.
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CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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fi State of California
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Date Here Insert Na and Title of the fficer
z hl
z personally appeared n avr' � ra
Name(s) of Signer(s)
who proved to me on the basis of satisfa� ory
evidence to be the person(s)' whose name(sy(is re
subscribed to the.,within instrument and acknowledged
me that she /they executed the same in
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her /their authorized capacity(ieg�, and that by
hi her /their signature�sy on the instrument the
person(4, or the entity upon behalf of which the
person(sryacted, executed the instrument.
KIRSTEN RENEE SOUARCIA I certify under PENALTY OF PERJURY under the
a _�""� Commission # 1908898 Z laws of the State of California that the foregoing
Z . Notary Public - California z
Z Santa Clara County paragraph is true and correct.
My Comm. Expires Oct 4. 2014 t r
WITNESS my hand and official seal.
Signature:z�
Place Notary Seal Above nT NA Signature of Notary Public
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document 1
Title or Type of Document: Iq C, vice" -1 /- S_-, 11L
Document Date: /0,-, 'C,4 Z Y , l y _ Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Individual
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing
Top of thumb here
Signtr's Name:
❑ Corporate Officer — Title(s):
❑ Individual
rTopof ❑ Partn er — ❑ Limited ❑ General umb here
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
El Other:
Signer Is Representing
02010 National Notary Association - NationalNolary.org - 1- 800 -US NOTARY (1- 800 - 876 -6827) Item 95907
EXHIBIT "A"
Legal Description of Property
LEGAL DESCRIPTION
Real property in the City of Cupertino, County of Santa Clara, State of Cal ifornia,.described as
follows:
BEGINNING AT THE NORTHEASTERLY CORNER OF THAT CERTAIN PARCEL OF LAND
DESCRIBED IN THE DEED FROM EARL T. FISCHER, ET UX; TO THE STONESON DEVELOPMENT
CORPORATION RECORDED MAY 04, 1960 IN BOOK 4783 OF OFFICIAL RECORDS, PAGE 583,
SANTA CLARA COUNTY RECORDS; THENCE LEAVING SAID POINT OF BEGINNING ALONG THE
NORTHERLY LINE OF SAID PARCEL NORTH 890 58' 30" WEST, 37.00 FEET, THENCE LEAVING
SAID NORTHERLY LINE ALONG A LINE PARALLEL WITH THE EASTERLY LINE OF SAID PARCEL
CONVEYED TO THE STONESON DEVELOPMENT CORPORATION SOUTH 00 04'30" EAST, 33.00
FEET; THENCE LEAVING SAID PARALLEL LINE ALONG A LINE PARALLEL WITH SAID NORTHERLY
LINE SOUTH 890 58'30" EAST, 37.00 FEET TO A POINT ON SAID EASTERLY LINE; THENCE
LEAVING SAID LAST DESCRIBED PARALLEL LINE: ALONG SAID EASTERLY LINE NORTH 00 04'
30" WEST, 33.00 FEET TO THE POINT OF BEGINNING.
APN; 326 -41 -114
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EXHIBIT "B"
APN Map of Property
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PSA Greenlee.doc EXHIBIT B
RECORDING REQUESTED BY
City of Cupertino
WHEN RECORDED MAIL TO:
With a copy to:
City of Cupertino
10300 Torre Avenue
Cupertino CA 95014
Attn:
MAIL TAX STATEMENTS TO:
Karkada and Vijaya Vasantharam
10500 Castine Avenue
Cupertino CA 95014
EXHIBIT "C"
QUITCLAIM DEED
(space above for recorder's use only)
Document transfer tax is
Computed on full value of property conveyed
City Transfer tax is
Signature of declarant
QUITCLAIM DEED
The CITY OF CUPERTINO, a municipal corporation of the State of California, hereby
REMISES, RELEASES AND FOREVER QUITCLAIMS to Karkada and Vijaya
Vasantharam, Trustee any and all right, title or interest, reserving any and all
easements affecting the real property located in the City of Cupertino, County of Santa
Clara, State of California, described in the attached Exhibit 1. The City expressly
reserves the following easements:
Easement for water pipes and incidental purposes recorded March 28, 1958 in
Book 4040, Page 270 of Official Records.
Easement for sanitary sewer and incidental purposes, recorded October 06,
1959 in Book 4566, Page 679 of Official Records.
Easement for construction, installation, maintenance and operation of streets,
facilities for storm drainage, sanitary sewer, water, communication, gas, electric,
and incidental purposes, recorded December 16, 1964 in Book 6781, Page 502
of Official Records.
IN WITNESS WHEREOF, the Quitclaimor has caused this instrument to be executed
as of this day of 2014.
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CITY OF CUPERTINO, a municipal
corporation of the State of California
EXHIBIT C
EXHIBIT 1 TO QUITCLAIM DEED
Legal Description of Property
LEGAL DESCP:IPTION
Real property in the City of Cupertino, County of Santa Clara, State of California, described as
follows:
BEGINNING AT THE NORTHEASTERLY CORNER OF THAT CERTAIN PARCEL OF LAND
DESCRIBED IN THE DEED FROM EARL T, FISCHER, ET UX; TO THE STONESON DEVELOPMENT
CORPORATION RECORDED MAY 04, 1960 IN BOOK 4783 OF OFFICIAL RECORDS, PAGE 583,
SANTA CLARA COUNTY RECORDS; THENCE LEAVING SAID POINT OF BEGINNING ALONG THE
NORTHERLY LINE OF SAID PARCEL NORTH 890 58' 30" WEST, 37.00 FEET; THENCE LEAVING
SAID NORTHERLY LINE ALONG A LINE PARALLEL WITH THE EASTERLY LINE OF SAID PARCEL
CONVEYED TO THE STONESON DEVELOPMENT CORPORATION SOUTH 00 04'30" EAST, 33.00
FEET; THENCE LEAVING SAID PARALLEL LINE ALONG A LINE PARALLEL WITH SAID NORTHERLY
LINE SOUTH 890 58' 30" EAST, 37.00 FEET TO A POINT ON SAID EASTERLY LINE; THENCE
LEAVING.SAID LAST DESCRIBED PARALLEL LINT: ALONG SAID EASTERLY LINE NORTH 00 04'
30" WEST, 33.00 FEET TO THE POINT OF BEGINNING.
APN: 326 -41 -114
First American Title Insurance Company
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EXHIBIT "D"
Hazardous Substances.
For the purpose of this AGREEMENT, "HAZARDOUS SUBSTANCES" shall
mean any and all: (a) substances, products, by- products, waste, or other materials of
any nature or kind whatsoever which is or becomes listed, regulated or addressed
under any Environmental Laws; (b) materials, substances, products, by- products,
waste, or other materials of any nature or kind whatsoever whose presence in and of
itself or in combination with other materials, substances, products, by- products, or
waste may give rise to liability under any Environmental Law or any statutory or
common law theory based on negligence, trespass, intentional tort, nuisance, strict or
absolute liability or under any reported decisions of any state or federal court; and, (c)
substances, products, by- products, wastes or other materials which may be hazardous
or harmful to the air, water, soil, environment or affect industrial hygiene, occupational,
health, safety and /or general welfare conditions, including without limitation, petroleum
and /or asbestos materials, products, by- products, or waste.
For the purposes of this AGREEMENT, "ENVIRONMENTAL LAWS" shall mean
and include all federal, state, and local laws, statutes, ordinances, regulations,
resolutions, decrees, and /or rules now or hereinafter in effect, as may be amended from
time to time, and all implementing regulations, directives, orders, guidelines, and federal
or state court decisions, interpreting, relating to, regulating or imposing liability
(including, but not limited to, response, removal, remediation and damage costs) or
standards of conduct or performance relating to industrial hygiene, occupational, health,
and /or safety conditions, environmental conditions, or exposure to, contamination by, or
clean -up of, any and all Hazardous Substances, including without limitation, all federal
or state superlien or environmental clean -up.
1
PSA Greenleaf EXHIBIT D