HomeMy WebLinkAboutItem 4.11 Bragg-Silva Purch & Sale
CITY CLERK
File # D~mlllJ-[ZJ~
X {PltJ--30
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: October 2, 2007
SUBJECT:
Approval of Purchase and Sale Agreement for Real Property
Adjacent to Tassajara Road (Bragg-Silva Property) for the Future
Tassajara Road Widening Project (CIP 96400)
Report Prepared by: Mark Lander, City Engineer
ATTACHMENTS:
1.
Resolution approving Purchase and Sale Agreement with
Claire Silva, Trustee of the Silva Family Trust, and Elvera
Bragg, Trustee of the Bragg Family Trust
Maps Showing Location of Property
2.
RECOMMENDATION:
Adopt the resolution approving the Purchase and Sale Agreemertt
with Claire Silva, Trustee of the Silva Family Trust, and Elvera
Bragg, Trustee of the Bragg Family Trust, and authorizing the City
Manager to execute the Agreement.
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FINANCIAL STATEMENT:
The purchase price of the real property is $400,000. This acquisition
will be entirely funded by the Eastern Dublin Traffic Impact Fee
Program.
DESCRIPTION: At build out, Tassajara Road is planned to be a six-lane roadway
from 1-580 to the County line. A six-lane roadway is necessary to accommodate the City's future
development and anticipated development in Contra Costa County. Contra Costa developers have
already provided funding for their share of the improvement costs. The City Council has adopted a
precise alignment that specifies the exact location of the proposed roadway. A significant portion of
the Bragg/Silva property, which is an approximately 1.7 acre parcel between the existing right of way
and Tassajara Creek, is within the future right of way. Development of the remainder of the property
is constrained by the creek and the creek setbacks required by the Eastern Dublin Specific Plan.
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COpy TO: Claire Silva, Trustee of the Silva Family Trust
Elvera Bragg, Trustee of the Bragg Family Trust
Page 1 of2
ITEM NO. !t.1L-
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G:\DEVELOPMENT, PRIV ATE\Bragg-Silva Property\agst Bragg_Silva Purchase Sale Agmt.doc
The Bragg/Silva property owners requested that the City consider acquiring their property, and the parties
entered into negotiations that resulted in a draft agreement to purchase the property for a total purchase
price of $400,000. The proposed Purchase and Sale Agreement (Exhibit A of the Resolution) calls for,
among other things, the City to take the property "as is." The Purchase and Sale Agreement also recites
that the purchase is being made under threat of condemnation. The City will pay all escrow and closing
costs. The Purchase and Sale Agreement calls for a closing within 30 days of opening escrow; the closing
date is anticipated to be on or prior to November 5, 2007.
When the City Council adopted the ultimate right of way lines for Tassajara Road and Fallon Road on
July 20, 2004, it also adopted a Mitigated Negative Declaration for the Project ("the MND"). The Project
Description for the MND included, among other things, the acquisition of rights of way from the various
property owners for the road widening, which included the Bragg/Silva property. Thus, the environmental
impacts of the proposed acquisition were previously analyzed in the MND, and the proposed acquisition is
therefore within the scope ofthat previous environmental review.
In addition, a consultant is currently conducting a Phase I analysis of the soils on the property. If
hazardous materials are found to be present on the site during the escrow period, the Purchase and Sale
Agreement will not be executed.
Staff recommends that the City Council adopt the resolution approving the Purchase and Sale Agreement
with Claire Silva, Trustee of the Silva Family Trust, and Elvera Bragg, Trustee of the Bragg Family Trust
and authorizing the City Manager to. execute the Agreement.
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RESOLUTION NO. - 07
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING A PURCHASE AND SALE AGREEMENT WITH
CLAIRE SILVA, TRUSTEE OF THE SILVA FAMILY TRUST, AND
ELVERA BRAGG, TRUSTEE OF THE BRAGG FAMILY TRUST
WHEREAS, on July 20, 2004, the City Council adopted an ordinance establishing right-of-way
lines for Tassajara Road and Fallon Road, and said ordinance specifies the location of the Tassajara Road
right of way when that roadway is widened in the future to six lanes in accordance with the Eastern
Dublin Specific Plan; and
WHEREAS, a significant portion of the Bragg/Silva property is within the established right of
way line for Tassajara Road; and
WHEREAS, acquisition of the Bragg/Silva property will be necessary to complete the anticipated
widening of Tassajara Road in accordance with the Eastern Dublin Specific Plan.
NOW, THEREFORE BE IT RESOLVED that the City Council ofthe City of Dublin approves
the Purchase and Sale Agreement with Claire Silva, Trustee of the Silva Family Trust, and Elvera Bragg,
Trustee of the Bragg Family Trust.
BE IT FURTHER RESOLVED THAT the City Manager is authorized to execute on behalf of
the City the Agreement, and any other certifications or documents the City Manager deems necessary or
appropriate to acquire the Bragg/Silva property.
PASSED, APPROVED AND ADOPTED this 2nd day of October, 2007, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
G:\DEVELOPMENT, PRIVATEIBragg-Silva Propertylreso Bragg Silva Purchase Sale Agmt.doc
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ATTACHMENT 1 (f
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into
effective as of October 2, 2007, (the date upon which this Agreement was approved by Buyer's
legislative body, and hereinafter referred to as the "Effective Date") by and between Claire
Silva, as Trustee of the Silva Family Trust, U/T/D September 3, 1993, and Elvera 1. Bragg as
Trustee of the Bragg Family Trust, U/T/D May 20, 1988 (collectively "Seller") and the City of
Dublin, a municipal corporation ("Buyer"). Seller and Buyer are hereinafter referred to as the
"Parties."
WHEREAS, Seller. is the owner of that certain unimproved real property in Alameda
County, California, known as APN 986-0004-003, located on Tassajara Road in the City of
Dublin, and more particularly described in Exhibit A attached hereto and incorporated herein by
this reference (the "Property");
WHEREAS, Seller has held the Property in an unimproved state for the entire period of
Seller's ownership, and is not knowledgeable about the Property, and is selling the Property to
Buyer in an involuntary conversion under threat of condemnation pursuant to IRC Section 1033;
WHEREAS, in accordance with the terms and conditions contained herein, Buyer
desires to purchase, and Seller desires to sell, on an "AS IS" basis, the Property together with all
improvements located thereon and all easements, hereditaments, and appurtenances belonging to
or inuring to the benefit of Seller and pertaining to the Property.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows.
1. A2reement to Sell and Purchase. Seller agrees to sell and Buyer agrees to purchase
the Property subject to the terms and conditions of this Agreement.
2. Purchase Price. The purchase price for the Property shall be Four Hundred Thousand
Dollars ($400,000) ("Purchase Price").
3. Convevance. of Title. At the close of escrow, Seller shall convey by grant deed to
Buyer fee simple title to the Property, free and clear of all recorded and unrecorded liens,
encumbrances, assessments, leases and taxes known to Seller except:
(a) Taxes for the fiscal year in which the escrow for this transaction closes, which
shall be prorated as of the close of escrow and handled in accordance with Section 4986 of the
California Revenue and Taxation Code; and
(b) Exception numbers 3 and 4 as shown on that certain preliminary title report dated
July 18, 2007, issued by Chicago Title Company for the Property ("Permitted Exceptions").
4. Escrow~ Escrow Instructions. Within five (5) business days following the Effective
October 2, 2007 1
EXIIIBIT A ·
To the Resolution
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Date, the Parties shall open an escrow to consummate the purchase and sale of the Property
pursuant to this Agreement at the office of Chicago Title Company located at 4637 Chabot
Drive, Suite 105, Pleasanton, CA 94588 ("Title Company" or "Escrow Agent") or such other
title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the
Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall
serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such
additional instructions as may be executed by the Parties and delivered to the Escrow Agent.
5. Sale Pursuant to IRC 1033. The sale ofthe Property is being made under threat of
condemnation (or the imminence thereof) within the meaning of Internal Revenue Code.Section
1033 and the related State provisions.
6. Title Documents. It shall be a condition to the close of escrow that Title Company
shall deliver to Buyer no event later than seven (7) days prior to the close of escrow, a title
commitment for a CL T A Owner's Title Insurance Policy ("Title Policy") (or at Buyer's election,
an ALTA Owner's Title Insurance Policy) to be issued by Title Company in the amount of the
Purchase Price for the benefit and protection of Buyer, showing title to the Property vested in
Buyer, subject only to the Permitted Exceptions, including such endorsements as may reasonably
be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon
the close of escrow.
7. Closin2 Documents and Funds.
(a) Seller.
(A) Within ten (10) days following the opening of escrow, Seller shall deposit
into escrow all of the following:
(i) a Grant Deed, substantially in the form attached hereto as Exhibit B
("Grant Deed"), duly executed and acknowledged, conveying to Buyer fee
simple title to the Property, subject only to Permitted Exceptions;
(ii) Seller's affidavit of non-foreign status and Seller's certification that
Seller is a resident of California, each executed by Seller under penalty of perjury
as required by state and federal law;
(iii) an assignment of the lease agreement, referenced in Paragraph 16( c),
to the City, duly executed by sener; and
(iv) Such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction
contemplated hereby.
(B) Seller shall bear no escrow or closing costs. The Four Hundred Thousand
Dollar ($400,000) price is the net amount to Seller.
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(b) Buver.
(A) Within twenty (20) days following the opening of escrow, Buyer shall
deposit into escrow all of the following:
(i) a duly executed Certificate of Acceptance in the form shown in Exhibit
B, as required by California Government Code Section 27281; and
(ii) such additional duly executed instruments and documents as the
Escrow Agent may reasonably require to consummate the transaction
contemplated hereby.
(B) No less than one (1) business day prior to the close of escrow, Buyer shall
deposit into escrow immediately available funds in the amount equal to:
(i) The Purchase Price as adjusted by the Prorations between the Parties
as required by Paragraph 10;
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(ii) All closing costs, title insurance and title report costs, escrow fees,
and recording fees; and
(iii) All governmental conveyance fees and transfer taxes (if any).
8. Close of Escrow. The Parties intend to close escrow within thirty (30) days following
the date upon which escrow is opened, unless this Agreement is terminated pursuant to the terms
hereof or extended by mutual agreement of the Parties. The Escrow Agent shall close escrow
by: (i) causing the Grant Deed to be recorded in the official records of Alameda County,
California; (ii) issuing the Title Policy and delivering same to Buyer; (iii) delivering to Seller the
monies constituting the Purchase Price. less Prorations (Paragraph 10) to be paid by or on behalf
of Seller; and (iv) delivering to Buyer a conformed copy of the Grant Deed indicating recording
information thereon. Possession of the Property shall be delivered to Buyer at the close of
escrow.
9. Closin2 Costs. Buyer shall pay all title insurance and title report costs, escrow fees
(including the costs of preparing documents and instruments), and recording fees. Buyer shall
pay all governmental conveyance fees and all transfer taxes (if applicable).
10. Prorations. At the close of escrow, the Escrow Agent shall make the following
prorations: (i) property taxes shall be prorated as of the close of escrow based upon the most
recent tax bill available, including any property taxes which may be assessed after the close of
escrow but which pertain to the period prior to the transfer of title to the Property to Buyer,
regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that
constitutes a lien on the Property at the close of escrow shall be assumed by Buyer.
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11. Buver's Conditions to Closin2. The close of escrow and Buyer's obligation to
purchase the Property are conditioned upon: (i) the performance by Seller of each obligation to
be performed by Seller under this Agreement within the applicable time period, or the waiver by
Buyer of such obligation; (ii) Seller's representations and warranties contained in this Agreement .
being true and correct as of the Effective Date and the close of escrow; (iii) the commitment by
Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions;
and (iv) Buyer's approval of the condition of the Property pursuant to Section 12.
Should any condition to closing fail to occur, excepting any such conditions that have
been waived by Buyer, Buyer shall have the right, exercisable by giving written notice to Seller,
to cancel the escrow, terminate this Agreement, and recover any and all amounts paid by Buyer
to Seller or deposited with the Escrow Agent by or on behalf of Buyer. The exercise of this right
by Buyer shall not constitute a waiver by Buyer of any other rights Buyer may have at law or in
equity.
12. Buver's Additional Conditions to Closin2. Buyer's obligation to purchase the
Property is also conditioned upon Buyer's review and approval of the condition of the Property
pursuant to this Section.
(a) Feasibility Studies. During the period commencing on the Effective Date
and ending on the twentieth (20th) day after the opening of escrow ("Due Diligence Period")
Buyer may, at Buyer's expense, undertake an inspection and review of the Property, including
without limitation (i) a review of the physical condition of the Property, including but not limited
to, inspection and examination of soils, environmental factors, Hazardous Materials (as defined
in Exhibit C attached hereto), and archeological information relating to the Property; (ii) a
review and investigation of the effect of any zoning, maps, permits, reports, engineering data;
regulations, ordinances, and laws affecting the Property, and (iii) an evaluation ofthe Property to
determine its feasibility for Buyer's intended use. Buyer may consult with or retain civil
engineers, contractors, soils and geologic engineers, architects and other specialists in its
investigation, and may consult with or retain other consultants to determine if the Property is
suitable for Buyer's intended use.
If Buyer's environmental consultants require additional time to determine
the existence and extent of any Hazardous Materials on the Property, Buyer shall have the right,
exercisable by delivering written notice to Seller prior to the expiration of the Due Diligence
Period, to extend the Due Diligence Period and the date for Close of Escrow for up to twenty
(20) additional days to complete the testing.
(b) Other. matters. During the Due Diligence Period, Buyer may inspect,
examine, survey and review any other matters concerning the Property, including without
limitation, any and all studies or reports provided by Seller, all contracts, leases, rental
agreements and other obligations relating to the Property, and the Property's conformity with all
applicable laws and regulations. During the Due Diligence Period, Buyer shall have the right to
perform due diligence regarding the investigation, assessment, and monitoring of the
environmental condition of the Property, and upon completion of the Due Diligence Period,
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unless Buyer elects to terminate this Agreement pursuant to the terms hereof, Buyer will
purchase the Property in its "AS IS" condition as such condition exists at the end of the Due
Diligence Period.
(c) Disapproval of Property Condition. Should Buyer fail to approve the
condition of the Property or its feasibility for Buyer's intended use in writing within five (5) days
following the end of the Due Diligence Period, Buyer shall have the right, exercisable by giving
written notice to Seller, to cancel the escrow, terminate this Agreement, and recover any and all
amounts paid by Buyer to Seller or deposited with the Escrow Agent by or on behalf of Buyer,
and this Agreement shall be deemed terminated., except for Buyer's obligations under Paragraph
14, herein.
13. Studies, Reports and Investi2ations. Seller agrees to make available to Buyer
within five (5) business days following the Effective Date, any and all information, studies,
reports, investigations, contracts, leases, rental agreements and other obligations concerning or
relating to the Property which are in Seller's possession or which are reasonably available to
Seller, including without limitation surveys, studies, reports and investigations concerning the
Property's physical, environmental or geological condition, habitability, or the presence or
absence of Hazardous Materials in, on or under the Property and the compliance by the Property
with Environmental Laws (as defined in Exhibit C).
14. Ri2ht of Entrv. Prior to close of escrow, Buyer and Buyer's agents shall have the
right, upon reasonable notice to Seller, to enter upon the Property for the purpose of inspecting,
examining, surveying and reviewing the Property in accordance with Section 12. Buyer's
inspection, examination, survey and review of the Property shall be at Buyer's sole expense.
Buyer shall obtain Seller's advance consent in writing to any proposed physical testing of the
Property by Buyer or Buyer's agents, which consent shall not be unreasonably conditioned,
withheld or delayed. Buyer shall repair, restore and return the Property to its original condition
after such physical testing, at Buyer's sole expense. Buyer shall schedule any such physical tests
during normal business hours unless otherwise approved by Seller. Buyer agrees to provide and
maintain adequate public liability and property damage insurance at all times it is engaged in
such entries upon the Seller's Property, all in amounts which are reasonable to cover the risks,
and in order to cover any damages which occur to any persons or property as a result of such
entry onto the Seller's Property. Buyer further agrees to defend, indemnify Seller and hold
Seller harmless from and against all liability, loss, cost, damage and expense (including, without
limitation, reasonable attorney's fees and costs of litigation) resulting from Buyer's or Buyer's
agents entry upon the Property, except to the extent that such liability, loss, cost, damage and
expense arises as a result of the negligence or other wrongful conduct of Seller or its agents. The
obligations of the Buyer under this Paragraph survive the termination of this Agreement and the
Close of Escrow.
15. Seller's Conditions to Closin2. The close of escrow and Seller's
obligation to sell the Property pursuant to this Agreement are conditioned upon: (i) the
performance by Buyer of each obligation to be performed by Buyer under this Agreement within
the applicable time period, or waiver by Seller of such obligation; and (ii) Buyer's
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representations and warranties contained in this Agreement being true and correct as of the
Effective Date and the close of escrow.
16. Seller's Representations and Warranties. The Seller represents and warrants ~
to Buyer to the best of Seller's actual knowledge, with no duty to inquire, that, as of the date
ofthis Agreement and as of the Close of Escrow, the Seller believes all of the following is true:
(a). Hazardous Substances
(A) The Property is free and has always been free from Hazardous Substances
and is not and has never been in violation of any Environmental Laws (as
defined on Exhibit C.
(B) There are no known buried or partially buried storage tanks located on the
Property.
(C) Seller has received no notice, warning, notice of violation, administrative
complaint, judicial complaint, or other formal or informal notice alleging
that conditions on the Property are or have been in violation of any
Environmental Law, or informing Seller that the Property is subject to
investigation or inquiry regarding Hazardous Substances on the Property
or the potential violation of any Environmental Law.
(D) There is no_ monitoring program required by the Environmental Protection
Agency ("EP A") or any similar state agency concerning the Property.
(E) No toxic or hazardous chemicals, waste, or substances of any kind have
ever been spilled, disposed of, or stored on, under, or at the Property,
whether by accident, burying, drainage, or storage in containers, tanks, or
holding areas, or by any other means.
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(F) The Property has never been used as a dump or lanafill.
(b). Violations of Law. No condition on the Property violates any health, safety, fire,
environmental, sewage, building, or other federal, state, or local law , code, ordinance, or
regulation.
(c) Leases. No leases, licenses, or other agreements allowing any third party rights
to use of the Property are or will be in force, except a billboard lease which presently generates
$60/month.
(d). Liti2ation. There is no pending or threatened litigation, administrative
proceeding, or other legal or govemmental action with respect to the Property.
(e). Condition of the Property. There are no natural or artificial conditions upon the
Property or any part thereof that could result in a material and adverse change in the condition of
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the Property
(1) Disclosure. Any information that Seller has delivered to Buyer, either directly or
through Seller's agents, is accurate and Seller has disclosed all material facts concerning the
operation, development, or condition of the Property.
(g). Sellers' Authoritv. Seller has the right, power, legal capacity and authority to
execute this Agreement and the documents necessary to close escrow, and to perform all other
acts as may be necessary in connection with the performance of this Agreement. Seller shall
notify Buyer of any facts it may learn that would cause any of the representations contained in
this Agreement to be untrue as of the Close of Escrow. If Buyer reasonably believes that a fact
materially and adversely affects the Property, Buyer shall have the option to terminate this
Agreement by delivering written notice thereof to Seller. In the event Buyer elects to terminate
this Agreement, all funds and documents deposited into escrow by or on behalf of Buyer shall be
returned to Buyer, and all rights and obligations hereunder shall terminate.
17. Sellers' Covenants. Seller covenants that from the Effective Date and through
the Close of Escrow, Seller: (i) shall not permit any liens, encumbrances, or easements to be
placed on the Property, other than Permitted Exceptions; (ii) shall not enter into or renew,
replace or modify any agreement regarding the use, sale, rental, management, repair,
improvement, or any other matter affecting the Property that would be binding on Buyer or the
Property after the close of escrow without, the prior written consent of Buyer; (iii) shall not
permit any act of waste or act that would tend to diminish the value of the Property for any
reason, except that caused by ordinary wear. and tear; and (iv) shall maintain the Property in its
condition as of the Effective Date, ordinary wear and tear excepted, and shall manage the
Property substantially in accordance with Seller's established practices.
18. Buver's Representations. Warranties and Covenants. Buyer represents,
warrants and covenants that this Agreement and all other documents delivered in connection
herewith, prior to or at the close of escrow: (i) have been duly authorized, executed, and
delivered by Buyer; (ii) are binding obligations of Buyer; and (iii) do not violate the provisions
of any agreement to which Buyer is a party. Buyer further represents and warrants that the
persons who have executed this Agreement on behalf of Buyer have are duly authorized to do,
that Buyer has the legal right to enter into this Agreement and to perform all of its terms and
conditions, and that Agreement is enforceable against Buyer in accordance with its terms.
19. "AS IS" Purchase. The Buyer agrees that, following the Close of Escrow, the
Buyer accepts the Property, "AS IS," that is, in its present condition, without any warranties or
representations whatsoever, express or implied, by Seller (except as otherwise expressly set forth
in this Agreement), and without any right of offset, whatsoever, to the Purchase Price.
20. Dama2e and Destruction. In the event of any damage or other loss to the
Property, or any portion thereof, caused by fire or other casualty prior to the close of escrow in
an amount not exceeding $50,000, Buyer shall not be entitled to terminate this Agreement, but
shall be obligated to close the escrow and purchase the Property as provided in this Agreement,
without abatement in the Purchase Price, provided that Seller shall: (i) assign and transfer to
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Buyer all of Seller's rights under any insurance policy covering the damage or loss, and all
claims for monies payable from Seller's insurer(s) in connection with the damage or loss, and (ii)
pay to Buyer at the close of escrow the amount of Seller's deductible under the insurance policy
or policies covering the damage or loss. In the event of damage or destruction ofthe Property or
any portion thereof prior to the close of escrow in an amount in excess 0[$50,000, Buyer may
elect either to terminate this Agreement upon written notice to Seller, or to consummate the
pprchase of the Property, in which case Seller shall assign and transfer to Buyer all of Seller's
rights under any insurance policy covering the damage or loss, and all claims for monies payable
from Seller's insurer(s) in connection with the damage or loss. In the event Buyer elects to
terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
Buyer shall be returned to Buyer, and all rights and obligations hereunder shall terminate.
21. Brokers. Each Party warrants and represents to the other that no person or
entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other
compensation with respect to the transaction contemplated by this Agreement. Each Party agrees
to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or
liabilities arising in connection with a breach of this warranty and representation. The terms of
this Section shall survive the expiration or earlier termination of this Agreement.
22. Assi2nment. Buyer shall have the right to assign all rights and obligations under
this Agreement to any party and no approval of any such assignment shall be necessary.
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23. Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall be made in writing, ~nd sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written notice
delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall
be deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to
the sender's account, in which case notice is effective on delivery if delivery is confirmed
by the delivery service;
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy ofthe notice is promptly delivered by first-
class or certified mail or by overnight delivery, or (b) a transmission report is generated
reflecting the accurate transmission thereof. Any notice given by facsimile shall be
considered to have been received on the next business day if it is received after 5 :00 p.m.
recipient's time or on a nonbusiness day.
October 2, 2007
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Buyer:
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Manager
Telephone: (925) 833-6650
Facsimile: (925) 833-6651
with a copy to:
Meyers, Nave, Riback, Silver & Wilson
555 lih Street, Suite 1500
Oakland, CA 94607
Attention: John D. Bakker
Seller:
Malcolm T. Manwell, Esq
PERRY JOHNSON ANDERSON MILLER & MOSKOWITZ
438 First Street, Fourth Floor
Santa Rosa, CA 95401
Telephone (707) 525-8800
Facsimile (707) 545-8242
24. Waivers~ Modification. No waiver of any breach of any covenant or provision
of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no
waiver shall be valid unless in writing and executed by the waiving party. An extension of time
for performance of any obligation or act shall not be deemed an extension of the time for
performance of any other obligation or act, and no extension shall be valid unless in writing and
executed by the waiving party. This Agreement may be amended or modified only by a written
instrument executed by the Parties.
25. Successors. This Agreement shall bind and inure to the benefit of the
respective heirs, personal representatives, successors and assignees of the Parties.
26. Provisions Not Mer2ed With Deeds. None of the provisions, terms,
representations, warranties and covenants of this Agreement are intended to or shall be merged
by the Grant Deed, and neither the Grant Deed nor any other document shall affect or impair the
provisions, terms, representations, warranties and covenants contained herein. Without limiting
the generality of the foregoing, Seller's representations, warranties and covenants contained
herein shall survive the close of escrow.
27. Construction. The section headings used herein are solely for convenience and
shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the
product of negotiation and compromise on the part of both Parties, and the Parties agree, that
since both Parties have participated in the negotiation and drafting of this Agreement, this
Agreement shall not be construed as if prepared by one of the Parties, but rather according to its
fair meaning as a whole, as ifboth Parties had prepared it.
28. Action or Approval. Where action and/or approval by Buyer is required under
this Agreement, Buyer's City Manager may act on and/or approve such matter unless the City
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Manager determines in his or her discretion that such action or approval requires referral to
Buyer's Board for consideration.
29. Entire A2reement. This Agreement, including Exhibits A to C attached here,to
and incorporated herein by this reference, contains the entire agreement between the Parties with
respect to the subject matter hereof, and supersedes all prior written or oral agreements,
understandings, representations or statements between the Parties with respect to the subject
matter hereof.
30. Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be an original and all of which taken together shall constitute one and the same
instrument.
31. Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
32. No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall
confer upon any person, other than the Parties and their respective successors and assigns, any
rights or remedies hereunder.
33. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall
establish the Parties as partners, co-venturers, or principal and agent with one another.
34. Non-Liability of Officials. Employees and A2ents. No member, official,
employee or agent of Buyer shall be personally liable to Seller or its successors in interest in the
event of any default or breach by Buyer or for any amount which may become due to Seller or its
successors in interest pursuant to this Agreement.
35. Time of the Essence. Time is of the essence for each condition, term,
obligation and prOVlSlon of thIS Agreement.
36. Governin2 Law. This Agreement shall be governed by and construed. in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
37. Time for Performance. When the time for performance of any obligation
under this Agreement is to be measured from another event, such time period shall include the
day of the other event. If the day of the time for performance is not a regular business day, then
the time for such performance shall be by the regular business day following such day.
38. Escrow Cancellation Char2es. If the escrow fails to close by reason of a default
by Buyer or Seller hereunder, such defaulting party shall pay all escrow or other Title Company
October 2, 2007 10
10{ ~ ~I
charges. rfthe escrow fails to close for any reason other than default by Buyer or Seller, then
Buyer shall pay such charges.
39. Further Assurances. Buyer and Seller each agree to undertake such other
actions as may reasonably be necessary to carry out the intent of this Agreement, including
without limitation, the execution of any additional documents which may be required to
effectuate the transactions contemplated hereby.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
BUYER:
CITY OF DUBLIN
By:
Richard C. Ambrose, City Manager
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
~.
~ , y Attorney
~
SELLER:
SILVA FAMILY TRUST, U/T/D SEPTEMBER 3,1993
By: ~)~ -7"~
Claire Silva, Trustee
BRAGG FAMILY TRUST, U/T/D MAY 20,1988
By: E~~~~
By:
1012963,2
October 2, 2007
11
/3 ~)/,
Exhibit A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREINBELOW IS SITUATED IN THE COUNTY OF
ALAMEDA, STATE OF CALIFORNIA, ~.IS DESCRIBED AS FOLLOWS:
Parcel 3, Parcel Map No. 1193, filed September 16, 1974, in Parcel Map Book 84, at Page 40,
Alameda County Records.
APN: 986-0004-003.
October 2, 2007
12
EXHIBIT ..A:.
To the Agreement
14 *ctll
Exhibit B
FORM OF GRANT DEED AND CERTIFICATE OF ACCEPTANCE
October 2, 2007
13
EX..- ~
To the Agreement
) r ~oU
Recording Requested by
and when Recorded, return to:
CITY OF DUBLIN
100 Civic Plaza
Dublin, CA 94568
Attn: City Clerk
EXEMPT FROM RECORDING FEES PER
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, Claire Silva, as
Trustee of the Silva Family Trust, U/T/D September 3, 1993, and Elvera 1. Bragg as Trustee of
the Bragg Family Trust, U/T/D May 20, 1988 (collectively "Grantors") hereby grant to the City
of Dublin, a municipal corporation ("Grantee") all that real property located in the City of
Dublin, County of Alameda, State of California described in Exhibit A attached hereto and
incorporated herein.
IN WITNESS WHEREOF, Grantors each have executed this Grant Deed as of
,2007.
GRANTORS:
SILVA FAMILY TRUST, U/T/D SEPTEMBER 3, 1993
By:
Claire Silva, Trustee
BRAGG FAMILY TRUST, U/T/D MAY 20,1988
By:
Elvera I. Bragg, Trustee
October 2, 2007
14
/61 ,;2/
EXHIBIT A
THE LAND REFERRED TO HEREINBELOW IS SITUATED IN THE COUNTY OF
ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Parcel 3, Parcel Map No. 1193, filed September 16, 1974, in Parcel Map Book 84, at Page 40,
Alameda County Records.
APN: 986-0004-003.
October 2, 2007
15
EXHIBIT A .
to -the ~MtVr1\ss.b
11o;f ;2f
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
,2007, executed by Claire Silva, as Trustee of the Silva Family Trust, U/T/D
September 3, 1993, and Elvera 1. Bragg as Trustee of the Bragg Family Trust, U/T/D May 20,
1988 (collectively "Grantors") to the City of Dublin, a municipal corporation, ("City"), is
hereby accepted on behalf of the City by its City Manager pursuant to authority conferred by
Resolution No. _, adopted by the City on ,20_, and that the Grantee
consents to recordation of the Grant Deed by its duly authorized officer.
Dated
,2007
By:
Richard C. Ambrose, City Manager
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
October 2, 2007
16
/8:f .;21
Exhibit C
HAZARDOUS MATERIALS; ENVIRONMENTAL LAW
"Hazardous Materials" means any substance, material or waste which is or becomes regulated by any
federal, state or local governmental authority, agency or governmental body, and includes without
. _ _ limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos
and any material containing asbestos; (iii) any substance, material or waste regulated by or listed
(directly or by reference) as a "hazardous substance", "hazardous material", "hazardous waste", "toxic
waste", "toxic pollutant", "toxic substance", "solid waste" or "pollutant or contaminant" in or pursuant
to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic
Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive EnvironmentalResponse,
Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials
Transportation Authorization Act [49 U.S.c. Section 5101, et seq.], the Resource Conservation and
Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 US.c. Section
1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of
Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California
Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the
California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the
California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section
25249.5, et seq.], and the Porter-Cologne Water QualityControl Act [California Water Code Section
13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated
thereunder; (iv) any substance, material or waste ~hich is defined as such or regulated by any
"Superfund" or "Superlien" law, or any Environmental Law; (v) any material determined to be
hazardous based on deleterious properties such as Ignitability, corrosivity, reactivity, carcinogenicity or
toxicity; or (vi) any other substance, material, chemical, waste or pollutant identified as hazardous or
toxic and regulated under any other federal, state or local environmental law, including without
limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and
by-products.
"Environmental Law" means all federal, state or local statutes, ordinances, rules, regulations, orders,
decrees, judgments or common law doctrines, and provisions and conditions of permits, licenses and
other operating authorizations regulating, or relating to, or imposing liability or standards of conduct
concerning (i) pollution or protection of the environment, including natural resources; (ii) exposure of
persons, including employees and agents, to Hazardous Materials (as defined above) or other products,
raw materials, chemicals or other substances; (iii) protection of the public health or welfare from the
effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial
or commercial activities; (iv) the manufacture, use or introduction into commerce of chemical
substances, including without limitation, their manufacture, formulation, labeling, distribution,
transportation, handling, storage and disposal; or (iv) the use, release or disposal oftoxic or hazardous
substances or Hazardous Materials or the remediation of air, surface waters, groundwaters or soil, as
now or may at any later time be in effect, including but not limited to the Toxic Substances Control Act
[15 US.c. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act
[42 U.S.c. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 US.C.
Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the
Federal Water Pollution Control Act [33 US.c. Section 1251], the Clean Air Act [42 US.C. Section
7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and
EXIIII ~
To the Agreement
J1~dJ
Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California
Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health
and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act
[California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality
Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended,
together with any regulations promulgated thereunder.
COllN'T'l
COSTA ..-
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do ~,~I.
MOUER
MISSION
PEAK
HOMES
UNINCORPORATED
ALAMEDA COUN7Y
--------
CITYOFOUSUN
UNITED STATES OF AMERICA
(PARKS RESERVE FORCES TRAINING AREA)
SILVERIA
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PHASE 1
SOURCE: Alameda County Community Development Agency. May 2002.
PROPERTY OWNERSHIP
N
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Area Boundary
CITY OF DUBLIN
DUBUN RANCH WEST
AnACWNT z.
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APN: 8ae -0004-008
aER_~"'8-888"1
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LEGEND '-.. '- \\
P.O.B. POINT OF BEGINNING t6'op". '-'l
(R) RADIAL S).I'~~;'~~ '-
SO.FT. SQUARE FEET {? O"""j:6' P-::.
- - NEW RIGHT OF WAY UNE ~.96'~ ,.
- - - - - EXISTING PROPERTY UNE II
----- CONTROL UNE N6, _ J J
R.O.W. RIGHT OF WAY .......!~~
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- - '......
T~~CH LINE'......
. SEE 1:. 8
, """'.....
r--, h
LINE T.A8LE
LINE BEARING
L5 S82-23'14-E
15_--_ L15 S8S23'14-E
- =- N8J*']5V9"W(iij?R~ 753"6)
'--
N8j='j5~i~(R) 7R-:; TsJ9j
DISTANCE
3.74'
3.00'
SOURCE: Ruggeri-Jensen-Azar & Associates. 8-06.2003.
CITY OF DUBLIN
TASSAJARA . ROAD WIDENING
RIGHT-oF-WAY.ACQUISITIONS