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14-102 Agreement for sale of city owned property to Neel DhamdhereAGREEMENT FOR SALE OF CITY -OWNED REAL PROPERTY TO NEELDHAMDHERE 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 NEEL DHAMDHERE (hereinafter 'BUYER") upon execution by CITY (hereinafter "Effective Date"). WITNESSETH: 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 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 22772 Alcalde Road, Cupertino, CA. 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 AGREEMENT, CITY shall transfer and convey to BUYER by Quitclaim Deed in substantially the same form as Exhibit "C", and BUYER shall purchase and take from CITY, all of CITY's right, title and interest in and to the =i1=:4 VA 2. Purchase Price. BUYER shall pay to CITY, in consideration of CITY's conveyance to BUYER of said PROPERTY the sum of SIX THOUSAND AND NO/100 DOLLARS ($6,000). Said sum shall hereinafter be referred to as the "Purchase Price". 3. Tender and Acceptance of Payment. BUYER shall deposit with the CITY a $6,000.00 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. 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 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. 6. Buyer's Sole Remedy for Failure 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, which include existing utility easements that are to remain in full force and effect after sale of the property, per the Preliminary Report from Pacific States Title Services dated November 23, 2013, as of the Closing Date. 8. AS -IS Condition of Property/BUYER'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. 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, releases 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. 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 dated November 14, 2013 b. a copy of the Preliminary Report on fee title ownership dated May 19, 2014 C. a copy of the Roadway Dedication Document d. a copy of the Parcel Map that affects the Property e. a copy of the supporting documents that describe the easements that affect the Property, and that the buyer understands that any utility or other easements that affect the Property are neither being sold nor transferred and will remain in full force and effect after sale of the property. f. A copy of an email dated May 28, 2014, from First American Title Company, stating their willingness to issue an owner's policy for the strip of land in question. 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: Neel Dhamdhere 22772 Alcalde Road 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. 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 essence 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 deemed to be a material breach. Each term 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 AGREEMENT 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 AGREEMENT as if set forth fully herein. The exhibits to this AGREEMENT are as follows: Exhibit A - Legal Description of PROPERTY Exhibit B - Assessor's Parcel 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. k. The City Manager, or designee, is authorized to execute, on behalf of the CITY, deeds and all other documents 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: "BUYER" NEELDHAMDHERE —A By: Date: "CITY" APPROVED AS TO FORM: CITY CUPERTINO, a municipal "•,,�� �a� cor orli ` of the State of alifornia City Attorney By: n Name: Title: ✓ Date of Execution: J-ufx 7 9 20Y "BUYER" NEELDHAMDHERE —A By: Date: EXHI BIT 'A' LEGAL DESCRIPTION OF PROPERTY BEING A PORTION OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 7 SOUTH, RANGE 2 WEST, MOUNT DIABLO BASE AND MERIDIAN, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT PROPERTY DESCRIBED IN THE QUIET TITLE ACTION FILED AS DOCUMENT NO. 22047406, SANTA CLARA COUNTY RECORDS; THENCE FROM SAID POINT OF BEGINNING, NORTH 89`40'00" WEST 8.67 FEET; THENCE NORTH 04045'58" WEST4.61 FEET TO AN ANGLE POINT; THENCE NORTH 00001'42" EAST 42.79 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 53.00 FEET, THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 33°54'26" AN ARC DISTANCE OF 31.37 FEET TO A POINT ON THE WESTERLY LINE OF SAID PROPERTY DESCRIBED IN SAID DOCUMENT NO. 22047406; THENCE ALONG SAID LINE SOUTH 77.00 FEET TO THE POINT OF BEGINNING. CONTAINING 609 SQUARE FEET, MORE OR LESS. END OF DESCRIPTION. \,ANDS�\ 9 PHILIP C U WOOTTON 0 * No 8398 9T�OF CAV�FOP/ ,00•LL M„00,00.00S 00'68 3.00.00.00S — — Q i� 6L'Zt 3„Z* 00N ad OO OD o !2� L SdVN d o CIVOd J too 4Z 0 �N N V LZ 10-1N o= ,00•sol 3.00,00.00N o f- Q t9v I t 10-1 � ON6 o=� ZS j ,00'68 3.00.00.00S a - 1 Q�U NVQ e i N 9 LZ iOl 3Nn iSV3 Q j ,00'68 3„00,00.00N g Q O 'n - a d w V _ r N N Cl- �ypR �� vUi < 6p R N o 6 t- 0. 012 � in pLLJ P� .U_, J n Q rn nl O LL Q d m J I g ag i LL c7 0 I ion c� J W � ,�Z 3 O o o 90VZtOZZ 'ON 1N3N(1000 0 z 33111 131(10 ko 038inoov GVOd 3d1]33 N`dS co z �. NOIldOO� 021003�J a J ,00•LL M„00,00.00S — — i� 6L'Zt 3„Z* 00N ad OO OD CIVOd 3d1333 N`dS too 4Z 0 �N o= ,00•sol 3.00,00.00N o SZ Sd` vl t9v ..W w a t 10-1 o N EXHIBIT "C" QUITCLAIM DEED RECORDING REQUESTED BY City of Cupertino WHEN RECORDED MAIL TO: Neel Dhamdhere 22772 Alcalde Road With a copy to: City of Cupertino 10300 Torre Avenue Cupertino CA. 95014 Attn: Chad Mosley (space above for recorder's use only) MAIL TAX STATEMENTS TO: Document transfer tax is Neel Dhamdhere Computed on full value of property conveyed 22772 Alcalde Road City Transfer tax is Cupertino CA 95014 Signature of declarant QUITCLAIM DEED The CITY OF CUPERTINO, a municipal corporation of the State of California, hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to Neel Dhamdhere, any and all right, title or interest, and 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 sanitary sewer and incidental purposes, recorded in Book 4630, Page 174 of Official Records. Easement for Public Utilities, including without limitation, storm drain, sanitary sewer, electric, communications and water, with the right of ingress and egress, and the right to construct, repair, replace and maintain applicable structures and appurtenances, under, upon and over the area hereby quitclaimed by the City of Cupertino. IN WITNESS WHEREOF, the Quitclaimor has caused this instrument to be executed as of this day of 2014. CITY OF CUPERTINO, A municipal corporation of the State of California LOT 4 464 MAPS 25 m NOO'00'00"E 108.00' �o N N SAN FELIPE ROAD Z� orn41 033. L] 000 co NOO.01'427E00 42.79 -� � <\ O R `st j 500.00.60"w 77.00' ��po RECORD LOCATION z m SAN FELIPE ROAD co 19 ACQUIRED BY QUIET TITLE CD a o DOCUMENT NO. 22047406 $ 0I C ------- ---------------� 20' z LIC o k- I s�o D rr,~ .. ({� p O 1 z OF_ oro I I C� �� x � r 9 0 r �u a x p°ac �o ,� c o O o o a gtif ,�c D * 1i0* -0N m O Z V?N q �� �! ,rn Cn C, I O D CA p S NOO'00'00"E_ 89.00' a 2 EAST LINE LOT 215 a ti I a ti a c� oma" SOO'00'00"E 89.00' KO I o D cn LOT 214 w 0 J o P MAPS 13 0 a z bi a S00'00'00"E 89.00' EXHIBIT'.1' LEGAL DESCRIPTION OF PROPERTY BEING A PORTION OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 7 SOUTH, RANGE 2 WEST, MOUNT DIABLO BASE AND MERIDIAN, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF THAT PROPERTY DESCRIBED IN THE QUIET TITLE ACTION FILED AS DOCUMENT NO. 22047406, SANTA CLARA COUNTY RECORDS; THENCE FROM SAID POINT OF BEGINNING, NORTH 89°40'00" WEST 8.67 FEET; THENCE NORTH 04°45'58" WEST 4.61 FEET TO AN ANGLE POINT; THENCE NORTH 00001'42" EAST 42.79 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 53.00 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 33054'26" AN ARC DISTANCE OF 31.37 FEET TO A POINT ON THE WESTERLY LINE OF SAID PROPERTY DESCRIBED IN SAID DOCUMENT NO. 22047406; THENCE ALONG SAID LINE SOUTH 77.00 FEET TO THE POINT OF BEGINNING. CONTAINING 609 SQUARE FEET, MORE OR LESS. 14iloIi721ai4i liKilN Q, AND gU 9 PHILIP C U WOOTTON ' No 8398 D * Q �� � 9T�OFCAC�FOP/ 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. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE State of California County of Clc,,, i On Tv, e 10, 2�f y before me, ke- ,ee r /y,�y P✓b U c Date Name and Title of the Officer' personally appeared Ale -el' A 4a-, d 4crr Name(s) of Signers) a KIRSTEN RENEE SOUARCIA Commission # 1906898Notary Public - California i i Santa Clara County My Comm. Expires Oct 4, 2014 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(spmare subscribed to th within instrument and acknowledged H ethatrshe/they executed the same in r/their authorized capacityWi , and that by r/their signature(s)' on the instrument the person(w; or the entity upon behalf of which the person((sracted, 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. WITNESS my hand and official seal. l Place Notary Seal Above Signature: Signature of Notary lic OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: 442 "e 'K� f Document Date:,/ �A C poi 2� /Y Number of Pages: 12— Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 2013 National Notary Association # www.NationaiNotary.org # 1 -800 -US NOTARY (1-800-876-6827) Item #5907 ALL-PURPOSECALIFORNIA ACKNOWLEDGMENT CIVIL .. State of California 1 County of S`r K -�,4 (� / �4 11k J7 On Tu 1!, 7 I -01 y before me, �J �� 12th e e fq v a �c ; y '2 Date Name and rtle of the Officer 7�I personally appeared // `t vi a!/ R'' d , f Name(s) of Signer(s) who proved to me on the basis of satisfa ory evidence to be the person,(s) whose namW-Ware subscribed to th within instrument and acknowledged e thashe/they executed the same in 5er/theirtauthorized capacity(, and that by r/their signature() on the instrument the KIRSTEN RENEE SouARCIA personal, or the entity upon behalf of which the Commission # 1906898 person(s) acted, executed the instrument. < -u Notary Public - California z Z ' I certify under PENALTY OF PERJURY under the laws Santa Clara County My Comm. Expires Oct 4, 2014 + of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. Place Notary Seal Above Signature: Signature of Notary Prublic OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: &-ee-11l _ `.r� Document Date: ✓v�y Number of Pages: 12- Signer(s) Other Than Named Above: c� Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 2013 National Notary Association • www.NationalNotary.org 9 1 -800 -US NOTARY (1-800-876-6827) Item #5907