HomeMy WebLinkAbout4.11 - 3444 Purchase and Sale Agreement with Dublin Historic Preservation Association
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STAFF REPORT
CITY COUNCIL
DATE: November 17, 2020
TO: Honorable Mayor and City Councilmembers
FROM:
Linda Smith, City Manager
SUBJECT:
Purchase and Sale Agreement with Dublin Historic Preservation
Association
Prepared by: Rhonda Franklin, Management Analyst II
EXECUTIVE SUMMARY:
The City Council will consider approving a Purchase and Sale Agreement with the
Dublin Historical Preservation Association for an approximate one-acre property located
at 6558 Donlon Way in Dublin and associated actions.
STAFF RECOMMENDATION:
Adopt the Resolution Approving a Purchase and Sale Agreement with Dublin Historical
Preservation Association for the Acquisition of Property on Donlon Way and Approving
the Creation of a New Reserve Fund for the Acquisition and Associated Fees.
FINANCIAL IMPACT:
The purchase price of the property is $400,000, which will be paid in annual increments
of $40,000 for 10 years. In addition, all closing costs and other fees associated with the
transaction will be shared equally between the City and the Dublin Historical
Preservation Association, with the City’s share estimated to be up to $10,000. Funds for
this purchase will be appropriated from the General Fund Undesignated Reserve and
allocated in a new Committed Reserve: “Donlon Way Property Acquisition”.
DESCRIPTION:
In August, the Dublin Historical Preservation Association (DHPA) notified the City of its
intent to sell its properties located at 6558 Donlon Way, Dublin (APNs 941-1560-010-01
and 941-1560-003-03). The properties are adjacent to the Dublin Pioneer Cemetery and
the Dublin Historic Park and Museums and are bounded by I-580 to the south, Donlon
Way to the east, and Dublin Creek to the west.
The irregularly shaped property includes a 1,440-square-foot prefabricated building
located on the eastern portion (approximately 0.16 acres), and on the western portion
(approximately 0.84 acres) is a wooded area bordered by Dublin Creek on the north and
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west boundaries (Attachment 3).
The City desires to acquire the property due to its location adjacent to Dublin Pioneer
Cemetery and Dublin Heritage Park and Museums and to preserve lands surrounding
Dublin’s existing historical assets.
Staff anticipates the prefabricated structure currently on the property will remain to be
used for administrative and storage space for the Parks and Community Services
Department (which oversees community events and Dublin Heritage Park and
Museums), and the wooded area of the property will remain undeveloped.
Purchase and Sale Agreement and Joint Escrow Instructions:
DHPA’s corporate status with the California Secretary of State is currently dissolved.
The City is unable to enter into an agreement with a dissolved entity. The attached
Resolution authorizes the City Manager to execute the Purchase and Sale Agreement
and Joint Escrow Instructions (Draft Agreement) only after DHPA has reinstated its
corporate status with the State and provides written documentation to that effect.
The Draft Agreement includes the following terms:
• The purchase price is $400,000, paid annually over 10 years;
• Closing costs will be shared evenly between the City and DHPA; and
• The City will receive fee simple title of the properties at close of escrow.
STRATEGIC PLAN INITIATIVE:
None.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
None.
ATTACHMENTS:
1. Resolution Approving a Purchase and Sale Agreement with Dublin Historical
Preservation Association
2. Exhibit A to Resolution - Purchase and Sale Agreement - 6558 Donlon Way
3. Site Image
Reso No. XXX-20, Item X.X, Adopted 11/17/2020 Page 1 of 2
RESOLUTION NO. XX- 20
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A PURCHASE AND SALE AGREEMENT WITH THE DUBLIN HISTORICAL
PRESERVATION ASSOCIATION FOR THE ACQUISITION OF PROPERTY ON DONLON
WAY AND APPROVING THE CREATION OF A NEW RESERVE FUND FOR THE
ACQUISITION AND ASSOCIATED FEES
WHEREAS, Dublin Historical Preservation Association (DHPA) is the owner of the property
located at 6558 Donlon Way in the City of Dublin; and
WHEREAS, said property is located in Alameda County with Assessor Parcel Numbers
941-1560-010-01 and 941-1560-003-03; and
WHEREAS, said property is located adjacent to Dublin Pioneer Cemetery and Dublin
Historic Museums and Park; and
WHEREAS, DHPA desires to sale the property to the City; and
WHEREAS, the City desires to acquire this property from DHPA to preserve lands
surrounding Dublin’s existing historical assets; and
WHEREAS, DHPA’s corporate status with the California Secretary of State is currently
dissolved; and
WHEREAS, the City is unable to enter into an agreement with a dissolved entity; and
WHEREAS, DHPA is aware of its current status with the California Secretary of State and
is actively working to reinstate its corporate status; and
WHEREAS, the City has prepared a Purchase and Sale Agreement and Joint Escrow
Instructions (hereinafter the “Agreement”) in anticipation of and contingent upon DHPA reinstating
its corporate status with the California Secretary of State; and
WHEREAS, the Purchase and Sale Agreement and Joint Escrow Instructions will be
executed once DHPA has reinstated its corporate status with the California Secretary of State
and provides written documentation to that effect; and
WHEREAS, DHPA desires to sell the property to the City subject to the terms and
conditions contained within the Agreement.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby
approves the Purchase and Sale Agreement with the Dublin Historical Preservation Association,
attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Council appropriates $410,000 from
Undesignated General Fund Reserves to fund the transaction and associated fees and creates a
Reso No. XXX-20, Item X.X, Adopted 11/17/2020 Page 2 of 2
new Committed Reserve for the purchase based on the payment schedule and terms of the
Agreement.
BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute
the Agreement once DHPA has reinstated its corporate status and make minor modifications as
necessary to carry out the intent of this Resolution, including any minor increases to closing costs,
should that be necessary.
BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute
instruments or documents as may be required to facilitate the land transfer and close of escrow
as outlined in the Agreement.
PASSED, APPROVED AND ADOPTED this 17th day of November 2020, by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Mayor
ATTEST:
_______________________________________
City Clerk
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PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is entered into as of ______________, (the “Effective
Date”), by and between the CITY OF DUBLIN, a California municipal corporation (“City”), and
the Dublin Historic Preservation Association (“DHPA”), a California Domestic Nonprofit. DHPA
and City are individually referred to herein as a “Party,” and collectively referred to herein as the
“Parties.”
RECITALS
A. Dublin Historic Preservation Association is the owner of certain real property
located at 6558 Donlon Way in the City of Dublin, California, designated as APNs No. 941-1560-
010-01 and No. 941-1560-003-03 (the “Property”). The Property is approximately 1.0 acre. The
Property is more particularly described in Exhibit A attached hereto and incorporated herein by
this reference.
B. City desires to acquire the Property, located adjacent to the City’s Heritage Park
and Museums, which includes four historical buildings (Murray Schoolhouse, Kolb House, Old
St. Raymond Church, and Kolb Sunday School Barn) and the Dublin Pioneer Cemetery.
C. City desires to acquire the Property from DHPA, and DHPA desires to convey the
Property to City. Upon acquisition of the Property, City intends to devote the Property for public
uses including administrative and storage space for the Parks and Community Services
Department.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged by the Parties, DHPA and City hereby agree as follows:
1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth
above and the Exhibits attached to this Agreement are each incorporated into the body of this
Agreement as if set forth in full.
2. PURCHASE AND SALE.
2.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth
herein, DHPA hereby agrees to sell the Property to City, and City hereby agrees to acquire the
Property from DHPA.
2.2 Purchase Price. The purchase price for the Property to be paid by City to
DHPA (the “Purchase Price”) is Four Hundred Thousand Dollars ($400,000).
2.3 Payment of Purchase Price. City will pay the sum of Forty Thousand
Dollar ($40,000) in immediately available funds as a down payment (“Down Payment”) on the
Purchase Price on the Closing Date (defined below). The balance of the Purchase Price will be
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paid in nine (9) consecutive annual installments of Forty Thousand Dollars ($40,000) each, with
the first installment due on [month] [day], 2022, and with subsequent installments due on the [day]
of each [month] thereafter until [month] [day], 2030, when the entire unpaid balance of the
Purchase Price shall be due and payable in full.
3. ESCROW.
3.1 Escrow Account. The Parties shall open an escrow account (the
“Escrow”) with North American Title Company (the “Escrow Holder”). Escrow Holder shall
perform all Escrow and title services in connection with this Agreement.
3.2 Opening of Escrow. Within three (3) business days after the Effective
Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts
thereto. The date such fully executed Agreement is received by Escrow Holder will be deemed
the “Opening of Escrow” and Escrow Holder will give written notice to the Parties of such
occurrence.
3.3 Satisfaction of Due Diligence Contingency. City shall have the right, in
its sole and absolute discretion, to terminate this Agreement for any reason prior to the expiration
of the “Due Diligence Contingency Period” (as defined in Section 4.2 below). City hereby agrees
to provide written notice to DHPA prior to the expiration of the Due Diligence Contingency Period
if City disapproves any due diligence items or approves all due diligence items (“City Notice”).
If City disapproves any items through the delivery of the City Notice to DHPA before 5:00 p.m.
on the last day of the Due Diligence Contingency Period, this Agreement shall terminate, and all
amounts deposited by City into Escrow will be returned to City, and neither Party shall have any
further rights or obligations hereunder except those which expressly survive the termination
hereof. If City fails to timely deliver the City Notice to DHPA, it will be conclusively presumed
that City has approved all such items, matters or documents.
4. PROPERTY DISCLOSURE REQUIREMENTS.
4.1 Condition of Title/Preliminary Title Report. DHPA shall cause the
Escrow Holder to deliver to City a Preliminary Title Report for the Property (the “Preliminary
Report”) within fifteen days (15) days after the Effective Date. City shall have thirty (30) days
after receipt of the Preliminary Report to approve the Preliminary Report. If there are any changes
to the Preliminary Report prior to Closing, City shall have fifteen (15) days after receipt of the
revised Preliminary Report to approve such changes. Notwithstanding City’s delivery of the City
Notice, City agrees to take title to the Property subject to the following “Permitted Exceptions:”
(a) standard printed exceptions in the buyer’s title policy, (b) general and special real property
taxes and assessments constituting a lien not yet due and payable, and (c) any other title exceptions
expressly approved by City pursuant to the City Notice. Notwithstanding the foregoing or City’s
delivery of the City Notice, the following exceptions shall be deemed disapproved by City (the
“Pre-Disapproved Exceptions”): (a) any liens recorded against the Property, including any deeds
of trust or other security instruments, (B) any delinquent real estate taxes or assessments, and (c)
any exceptions granted by DHPA on or after the Effective Date that have not been previously
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approved in writing by City. DHPA shall cause all Pre-Disapproved Exceptions to be removed
from title on or before the Closing.
4.2 Due Diligence Contingency Period. City will have thirty (30) days from
the Effective Date (the “Due Diligence Contingency Period”) to complete physical inspections
of the Property and due diligence related to the purchase of the Property. During the Due Diligence
Contingency Period, representatives of the City shall have the right of access to all portions of the
Property, at all reasonable times, for the purpose of conducting studies, inspections and
investigations of the Property and obtaining data and making surveys and tests necessary to carry
out this Agreement, including the investigation of the environmental condition of the Property,
and geotechnical, seismic, mechanical, and engineering testing. Any such access to the Property
by City shall be done at the sole expense of the City and shall be coordinated with DHPA’s
representatives. Any surveys and tests shall be undertaken only after securing any necessary
permits from the appropriate governmental agencies. As soon as practical after the Effective Date,
DHPA shall provide to City copies of all reasonably available and known documents that DHPA
has in its possession with respect to the Property. City hereby agrees to indemnify and hold DHPA
harmless for any damage to the Property caused (but not merely revealed) by City’s inspections.
4.3 Property Disclosure. California Health & Safety Code section 25359.7
requires owners of non-residential real property who know, or have reasonable cause to believe,
that any release of hazardous substances are located on or beneath the real property to provide
written notice of same to the buyer of real property. Other applicable laws require DHPA to
provide certain disclosures regarding natural hazards affecting the Property. DHPA agrees to
disclose to City all material information with respect to the Property and all defects therein known
by DHPA, and to make all necessary disclosures required by law. DHPA hereby represents to the
best of its knowledge that it is not aware of and has not received any notice or communication
from any government agency having jurisdiction over the Property notifying DHPA of the
presence of surface or subsurface zone Hazardous Materials in, on, or under the Property or any
portion thereof. “Best of its knowledge,” as used herein, shall not impose a duty of investigation,
and shall be limited to the best knowledge of DHPA employees and agents who manage the
Property or have participated in the preparation of this Agreement, and all documents and materials
in the possession of DHPA.
4.4 Occupants of the Property. DHPA shall, at no cost or expense to City, be
responsible for (i) causing all occupants of the Property (if any) to vacate prior to the Closing,
and (ii) for complying and/or causing compliance with all applicable laws and regulations
concerning the displacement and/or relocation of all eligible persons from the Property,
including without limitation, compliance with the California Relocation Assistance Law,
California Government Code Section 7260, et seq., all state and local regulations implementing
such laws, and all other applicable state and local laws and regulations.
5. CLOSING AND PAYMENT OF PURCHASE PRICE.
5.1 Closing. The closing (“Closing” or “Close of Escrow”) will occur no
later than thirty (30) days after the end of the Due Diligence Contingency Period (“Closing Date”).
In the event that Closing has not occurred on or prior to the Closing Date, either Party not then in
default may, upon five (5) days advance written notice to the other Party, terminate this Agreement
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and the Escrow. If neither Party so elects to terminate this Agreement and the Escrow, Escrow
Holder shall close the Escrow as soon as possible. Upon any termination of this Agreement,
neither Party shall have any further rights or obligations hereunder; except for the rights and
obligations expressly provided to survive termination of this Agreement.
5.2 City’s Conditions to Closing. City's obligation to purchase the Property
is subject to the satisfaction of all of the following conditions or City's written waiver (in City’s
sole discretion) of such conditions on or before the Closing Date:
(a) Expiration of the Due Diligence Contingency Period with no
exercise by City of its rights under this Agreement to terminate this Agreement.
(b) DHPA has deposited into the Escrow a fully executed “Grant Deed”
(as defined in Section 5.5(a) below) and all other documents to be submitted by DHPA pursuant
to this Agreement, all duly executed by DHPA.
(c) City has deposited (or caused to be deposited, as the case may be)
into the Escrow the Down Payment and all Escrow fees and costs of the buyer’s title policy that
are the responsibility of City under Section 5.5(d) below (“City’s Escrow and Title Costs”).
(d) DHPA's representations and warranties herein are true and correct
in all material respects as of the Closing Date.
(e) The Title Company is irrevocably committed to issue a CLTA or
ALTA Title Policy to City, as selected by City, and such endorsements requested by City, insuring
title to City in the full amount of the Purchase Price subject only to the Permitted Exceptions.
(f) There shall be no occupants of the Property, and any former
occupants shall have received all relocation assistance and benefits as required by law.
(g) DHPA has performed all obligations to be performed by DHPA
pursuant to this Agreement.
5.3 DHPA’s Conditions to Closing. The Close of Escrow and DHPA's
obligation to sell and convey the Property to City are subject to the satisfaction of the following
conditions or DHPA's written waiver (in DHPA’s sole discretion) of such conditions on or before
the Closing Date:
(a) City has deposited into the Escrow the Down Payment and City’s
Escrow and Title Costs.
(b) City has deposited into the Escrow a fully executed Acceptance of
Grant Deed and all other documents to be submitted by City pursuant to this Agreement, all duly
executed by City.
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(c) City's representations and warranties set forth herein are true and
correct in all material respects as of the Closing Date.
(d) City has performed all obligations to be performed by City pursuant
to this Agreement before Closing Date.
5.4 Conveyance of Title. DHPA will deliver fee simple title to City at the
Closing, subject only to the Permitted Exceptions.
5.5 Deliveries at Closing.
(a) Deliveries by DHPA. DHPA shall deposit into the Escrow for
delivery to City at Closing: (i) a grant deed, substantially in the form of Exhibit B attached hereto
and incorporated herein (the “Grant Deed”); and (ii) any other documents required for the Escrow.
(b) Deliveries by City. No less than one (1) business day prior to the
close of Escrow, City shall deposit into Escrow (i) the Acceptance of the Grant Deed, and (ii)
immediately available funds in the amount of the Down Payment, and City’s share of the Escrow
and title fees.
(c) Closing. Upon Closing, Escrow Holder shall: (i) record the Grant
Deed; (ii) disburse to DHPA the Down Payment, less DHPA’s share of any Escrow and title fees,
costs and expenses; (iii) deliver to City a conformed copy of the original recorded Grant Deed;
and (iv) distribute to itself the payment of Escrow fees and expenses required hereunder.
(d) Closing Costs. City and DHPA shall each be responsible for one-
half of all Escrow fees (including the costs of preparing documents and instruments), recording
fees, governmental conveyance fees and transfer taxes (if any). DHPA shall be responsible for the
portion of the cost of the buyer’s title insurance policy equal to the premium for a CLTA buyer’s
title policy in the amount of the Purchase Price. City shall be responsible for any additional costs
of the buyer’s title policy, including the incremental cost of an ALTA buyer’s policy and the cost
of any endorsements requested by City. The parties understand that there will be no recording fees
or documentary transfer taxes for this transaction. As the City is a public agency and is acquiring
title, the transaction is exempt from transfer taxes under Revenue and Taxation Code section
11922.
(e) Property Taxes. Because the City is exempt from the
payment of property taxes, no proration of property taxes will be made at the Close of Escrow,
and DHPA shall be responsible for all property taxes and assessments payable in connection with
DHPA’s ownership of the Property.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 DHPA’s Representations, Warranties and Covenants. In addition to the
representations, warranties and covenants of DHPA contained in other sections of this Agreement,
DHPA hereby represents, warrants and covenants to City that the statements below in this
Section 6.1 are each true and correct as of the Closing Date; provided, however, if to DHPA’s
actual knowledge any such statement becomes untrue prior to Closing, DHPA will notify City in
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writing and City will have three (3) business days thereafter to determine if City wishes to proceed
with Closing. If City determines it does not wish to proceed, then the terms of Section 6.2 will
apply.
(a) Authority. DHPA has the full right, capacity, power and authority
to enter into and carry out the terms of this Agreement. This Agreement has been duly executed
by DHPA, and upon delivery to and execution by City is a valid and binding agreement of DHPA.
The DHPA has complied with, and is not required to take any further actions to comply with, state
surplus property law requirements, DHPA property conveyance requirements, or any other legal
requirements except as provided in this Agreement.
(b) Encumbrances. DHPA has not sold, leased, alienated, encumbered,
transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or
any portion thereof, nor entered into any agreement to do so, and there are no liens, encumbrances,
mortgages, leases, covenants, conditions, reservations, restrictions, easements or other matters
affecting the Property, except as disclosed in the Preliminary Report. DHPA will not, directly or
indirectly, sell, lease, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey
its interest in the Property or any portion thereof prior to the Close of Escrow, as long as this
Agreement is in force.
(c) Other Agreements. There are no leases, purchase agreements, use
agreements, or other agreements affecting the Property except those which have been disclosed by
DHPA. There are no agreements affecting the Property which will be binding on the City or the
Property after the Close of Escrow, which cannot be terminated on thirty (30) days prior written
notice.
(d) No Occupants of Property. There are no tenants, occupants or other
persons who reside on the Property or have any right to occupy the Property.
The truth and accuracy of each of the representations and warranties, and the performance
of all covenants of DHPA contained in this Agreement are conditions precedent to City’s
obligation to proceed with the Closing hereunder. The foregoing representations and warranties
shall survive the expiration, termination, or close of Escrow of this Agreement and shall not be
deemed merged into the deed upon closing.
6.2 City’s Representations and Warranties. In addition to the representations,
warranties and covenants of City contained in other sections of this Agreement, City hereby
represents, warrants and covenants to DHPA that the statements below in this Section 6.2 are each
true as of the Effective Date, and, if to City’s actual knowledge any such statement becomes untrue
prior to Closing, City shall so notify DHPA in writing and DHPA shall have three (3) business
days thereafter to determine if DHPA wishes to proceed with Closing.
(a) City has the full right, capacity, power and authority to enter into
and carry out the terms of this Agreement. This Agreement has been duly executed by City, and
upon delivery to and execution by DHPA shall be a valid and binding agreement of City.
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(b) Upon acquisition of the Property, City intends to use the Property
for public purposes, including administrative and storage space for the Parks and Community
Services Department .
The truth and accuracy of each of the representations and warranties, and the performance
of all covenants of City contained in this Agreement are conditions precedent to DHPA’s
obligation to proceed with the Closing hereunder.
7. REMEDIES In the event of a breach or default under this Agreement by DHPA, if
such breach or default occurs prior to Close of Escrow, City reserves the right to either (a) seek
specific performance from DHPA or (b) to do any of the following: (i) to waive the breach or
default and proceed to close as provided herein; (ii) to extend the time for performance and the
Closing Date until DHPA is able to perform; or (iii) to terminate this Agreement upon written
notice to DHPA, whereupon DHPA shall cause Escrow Holder to return to City any and all sums
placed into the Escrow by City, and except for the rights and obligations expressly provided to
survive termination of this Agreement, neither Party shall have any further obligations or liabilities
hereunder. IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO LOST PROFITS OR
CONSEQUENTIAL DAMAGES AS A RESULT OF THE OTHER PARTY’S BREACH OF
THIS AGREEMENT.
8. BROKERS. DHPA represents that no real estate broker has been retained by
DHPA in the sale of the Property or the negotiation of this Agreement. DHPA shall indemnify,
hold harmless and defend City from any and all claims, actions and liability for any breach of the
preceding sentence, and any commission, finder’s fee, or similar charges arising out of DHPA’s
conduct. City represents that no real estate broker has been retained by City in the procurement of
the Property or negotiation of this Agreement. City shall indemnify, hold harmless and defend
DHPA from any and all claims, actions and liability for any breach of the preceding sentence, and
any commission, finder’s fee, or similar charges arising out of City’s conduct.
9. MISCELLANEOUS.
9.1 Attorneys’ Fees. If any Party employs counsel to enforce or interpret this
Agreement, including the commencement of any legal proceeding whatsoever (including
insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), the prevailing
Party shall be entitled to recover its reasonable attorneys’ fees and court costs (including the
service of process, filing fees, court and court reporter costs, investigative fees, expert witness fees,
and the costs of any bonds, whether taxable or not) and shall include the right to recover such fees
and costs incurred in any appeal or efforts to collect or otherwise enforce any judgment in its favor
in addition to any other remedy it may obtain or be awarded. Any judgment or final order issued
in any legal proceeding shall include reimbursement for all such attorneys’ fees and costs. In any
legal proceeding, the “prevailing Party” shall mean the Party determined by the court to most
nearly prevail and not necessarily the Party in whose favor a judgment is rendered.
9.2 Interpretation. This Agreement has been negotiated at arm’s length, each
Party has been represented by independent legal counsel in this transaction, and this Agreement
has been reviewed and revised by counsel to each of the Parties. Accordingly, each Party hereby
waives any benefit under any rule of law (including Section 1654 of the California Civil Code) or
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legal decision that would require interpretation of any ambiguities in this Agreement against the
drafting Party.
9.3 Survival. All indemnities, covenants, representations and warranties
contained in this Agreement shall survive Close of Escrow.
9.4 Assignment. Absent an express signed written agreement between the
Parties to the contrary, neither DHPA nor City may assign its rights or delegate its duties under
this Agreement without the express written consent of the other, which consent may be withheld
for any reason. No permitted assignment of any of the rights or obligations under this
Agreement shall result in a novation or in any other way release the assignor from its obligations
under this Agreement.
9.5 Successors. Except as provided to the contrary in this Agreement, this
Agreement shall be binding on and inure to the benefit of the Parties and their successors and
assigns.
9.6 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California.
9.7 Integrated Agreement; Modifications. This Agreement contains all the
agreements of the Parties concerning the subject hereof and cannot be amended or modified except
by a written instrument executed and delivered by the Parties. There are no representations,
agreements, arrangements or understandings, either oral or written, between or among the Parties
hereto relating to the subject matter of this Agreement that are not fully expressed herein. In
addition there are no representations, agreements, arrangements or understandings, either oral or
written, between or among the Parties upon which any Party is relying upon in entering this
Agreement that are not fully expressed herein.
9.8 Severability. If any term or provision of this Agreement is determined to
be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable,
or invalid provisions or part thereof shall be stricken from this Agreement, any such provision
shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement.
If any provision or part thereof of this Agreement is stricken in accordance with the provisions of
this Section, then the stricken provision shall be replaced, to the extent possible, with a l egal,
enforceable and valid provision this is in keeping with the intent of the Parties as expressed herein.
9.9 Notices. Any delivery of this Agreement, notice, modification of this
Agreement, collateral or additional agreement, demand, disclosure, request, consent, approval,
waiver, declaration or other communication that either Party desires or is required to give to the
other Party or any other person shall be in writing. Any such communication may be served
personally, or by nationally recognized overnight delivery service (i.e., Federal Express) which
provides a receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the
Party’s address as set forth below:
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To City: City of Dublin
100 Civic Plaza
Dublin, California 94568
Attn: City Manager
Copy to City Attorney
To DHPA: Dublin Historical Preservation Association
7172 Regional Street, #316
Dublin, CA 94568
Attn: Tim Sbrant, President, tsbranti@gmail.com
Copy to DHPA Real Estate Broker Guy Houston
(guyhouston@sbcglobal.net)
To Escrow Holder: North American Title Company
6612 Owens Drive, Suite 100
Pleasanton, CA 94588
Attn: Evelyn Bowens-Chambers, Branch Manager,
ebowens@nat.com, 925-847-9570 111
Any such communication shall be deemed effective upon personal delivery or on the date
of first refusal to accept delivery as reflected on the receipt of delivery or return receipt, as
applicable. Any Party may change its address by notice to the other Party. Each Party shall make
an ordinary, good faith effort to ensure that it will accept or receive notices that are given in
accordance with this section and that any person to be given notice actually receives such notice.
9.11 Time. Time is of the essence to the performance of each and every
obligation under this Agreement.
9.12 Days of Week. If any date for exercise of any right, giving of any notice,
or performance of any provision of this Agreement falls on a Saturday, Sunday or holiday, the
time for performance will be extended to 5:00 p.m. on the next business day.
9.13 Reasonable Consent and Approval. Except as otherwise provided in this
Agreement, whenever a Party is required or permitted to give its consent or approval under this
Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a Party is
required or permitted to give its consent or approval in its sole and absolute discretion or if such
consent or approval may be unreasonably withheld, such consent or approval may be unreasonably
withheld but shall not be unreasonably delayed.
9.14 Waivers. Any waiver by any Party shall be in writing and shall not be
construed as a continuing waiver. No waiver will be implied from any delay or failure to take
action on account of any default by any Party. Consent by any Party to any act or omission by
another Party shall not be construed to be a consent to any other subsequent act or omission or to
waive the requirement for consent to be obtained in any future or other instance.
10
2654674.1
9.15 Signatures/Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any one of such completely executed counterparts shall
be sufficient proof of this Agreement.
9.16 Date and Delivery of Agreement. Notwithstanding anything to the
contrary contained in this Agreement, the Parties intend that this Agreement shall be deemed
effective, and delivered for all purposes under this Agreement, and for the calculation of any
statutory time periods based on the date an agreement between Parties is effective, executed, or
delivered, as of the Effective Date.
9.17 Representation on Authority of Parties. Each person signing this
Agreement represents and warrants that he or she is duly authorized and has legal capacity to
execute and deliver this Agreement. Each Party represents and warrants to the other that the
execution and delivery of the Agreement and the performance of such Party’s obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding
on such Party and enforceable in accordance with its terms.
9.18 City Approvals. Whenever this Agreement calls for City approval,
consent, extension or waiver, the written approval, consent, or waiver of the City’s City Manager
or his or her designee(s) shall constitute the approval, consent, extension or waiver of the City,
without further authorization required from the City’s City Council. The City hereby authorizes
the City Manager and his or her designee(s) to deliver any such approvals, consents, or extensions
or waivers as are required by this Agreement, or that do not otherwise reduce City’s rights under
this Agreement, and to waive requirements under this Agreement, on behalf of the City.
IN WITNESS WHEREOF, this Agreement is executed by City and DHPA as of the
Effective Date.
11
2654674.1
City:
City of Dublin,
a California municipal corporation
By:
Name: Linda Smith
Its: City Manager
By: ____________________________
Attest:
___________________________________
City Clerk
Reviewed as to Form:
___________________________________
City Attorney
12
2654674.1
Dublin Historic Preservation Association:
By:
Name: Tim Sbranti
Its: President
Attest:
___________________________________
Board Member
Reviewed as to Form:
___________________________________
Counsel
Exhibit A
EXHIBIT A
LEGAL DESCRIPTION
That real property located in the City of Dublin, County of Alameda, State of California,
described as follows:
APN 941-1560-010-01 and 941-1560-003-03
Exhibit B
EXHIBIT B
GRANT DEED
Recording Requested by
and When Recorded, Return to:
City of Dublin
100 Civic Plaza
Dublin, California 94568
Attn: City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Exempt from Documentary Transfer Tax
Per Rev. & Tax. Code, § 11922
Governmental Agency acquiring title
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, as of
_________________, 20__, the __________________ Dublin Historical Preservation
Association (the “Grantor”), hereby grants to the City of Dublin, a California municipal
corporation (the “Grantee”), all that real property located in the City of Dublin, County of
Alameda, State of California and more particularly described in Attachment No. 1 hereto and
incorporated in this grant deed (“Grant Deed”) by this reference.
________________
By:
Name: Tim Sbranti
Its: President
Exhibit B
Attachment No. 1 to Grant Deed
LEGAL DESCRIPTION
APN 941-1560-010-01 and 941-1560-003-03
Exhibit B
Attachment No. 2 to Grant Deed
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
________________, 2020 from the __________________Dublin Historic Preservation
Association (“Grantor”) to the CITY OF DUBLIN (“Grantee”) is hereby accepted on behalf
of the City by the undersigned officer or agent pursuant to authority conferred by resolution of
the City Council adopted on __________________________, and that the City consents to
recordation of the Grant Deed in the official records of Alameda County by its duly authorized
officer.
Dated: __________________, 2020
CITY OF DUBLIN
By: ________________________________
Exhibit B
A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
State of California )
) ss.
County of ____________ )
On_____________________, 20____ before me, _____________________, a Notary Public, in
and for said State and County, 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 paragraph is true and correct.
WITNESS my hand and official seal.
_______________________________
NOTARY PUBLIC
Exhibit B
A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
State of California )
) ss.
County of ______________ )
On_____________________, 20____ before me, _____________________, a Notary Public, in
and for said State and County, 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 paragraph is true and correct.
WITNESS my hand and official seal.
_______________________________
NOTARY PUBLIC
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