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Home My WebLink AboutSouza Properties, LLC 2017-05-16 CROSS REF - Filed Under EasementsCep. tic►. 17l - i q g AGREEMENT FOR PURCHASE AND SALE OF EASEMENT This Agreement is entered on May 16, 2017 ("Effective Date") in Ukiah, California by and between the City of Ukiah ("City"), a General Law Municipal Corporation and Souza Properties, LLC ("Sellers") 1. Sale of Easement: Sellers agree to sell and Buyer agrees to buy an easement ("the Easement") located on real property owned by Sellers ("Sellers' Property") commonly known as Mendocino County Assessor's Parcel Number ("APN(s)") 179-110-01. The Easement is more particularly depicted and described in the attached Exhibit 1, which is a Grant of Easement deed, including Exhibits A. 2. Purchase Price: Seller agrees to accept from Buyer Sixty Two Thousand Three Hundred Twelve Dollars and Fifty Cents ($62,312.50) as the total payment and consideration for purchase and conveyance of the Easement. 3. Condition of Title: Title to the Easement shall be free and clear of all liens, except for taxes not yet due, and all leases, easements and encumbrances not approved by Buyer or Lienholder. 4. Escrow: Buyer shall open escrow with a title company of its choice within five (5) days from the effective date of this Agreement and deposit with the title company $1,000, which shall be applied toward the Purchase Price set forth in paragraph 2, above. The parties shall deliver escrow instructions to the escrow agent within 14 days from the effective date of this Agreement, which shall include the following: a. Closing date: Escrow shall close within 7 days from approval of the preliminary title report, unless extended by mutual written agreement of the parties. b. Preliminary Title Report and Title Insurance: Buyer shall have 30 days from the Effective Date to approve a preliminary title report, including confirmation that Sellers have the authority to convey the Easement to Buyer. If Buyer disapproves the report, it must provide written notice of such disapproval to Sellers. Buyer shall have no further obligations under this Agreement and shall be entitled to the return of any money or documents deposited with the escrow agent, if it gives Sellers timely written notice that it disapproves of title as set forth in a preliminary title report. If Buyer fails to provide such timely written notice, it shall be deemed to have waived all objections to title. The title company must issue prior to closing a CLTA title insurance policy in the amount of the total purchase price, listing only those exceptions approved by Buyer. c. Sellers Disclosures: Sellers disclose the following information they have concerning the condition of the Property and the Easement. 1. Flood Hazard Area Disclosure: The Property and the Easement or a portion thereof are not located within a Federal Emergency Management Agency (FEMA) "Special Flood Hazard Area." 2. Geologic Hazard Zone: The Property and the Easement are not located within a Special Studies Zone as designated under Public Resources Code §§2021-2625. d. Closing costs: Buyer shall pay all escrow and title insurance costs of said conveyance. Real property taxes, assessments and insurance premiums, if any, shall be prorated between the parties from the date the deed is recorded in the official records of Mendocino County. AH pro -rations shall be made on the basis of a 365 day year or 30 day month as applicable. e. Payment of purchase: Buyer shall deposit by check the balance of the purchase price prior to close of escrow. f. Tax Withholding: Under the Foreign Investment in Real Property Tax Act (FIRPA; 26 USC §1445), every buyer of U.S. real property must, unless an exemption applies, deduct and withhold from a seller's proceeds 10% of the gross sales price. No withholding is required if the Sellers certify under penalty of perjury that they are not a foreign person within the meaning of the Act. The Sellers hereby certify under penalty of perjury that they are not a "foreign person' within the meaning of FIRPA and Buyer is not required to and shall not withhold any portion of the gross sales price for state or federal capital gains tax. 5. Right of Possession: Buyer's right of possession shall commence upon close of escrow, except for any temporary right of access granted for the purpose of installing improvements prior to close of escrow. 6. Force Majeure: The time for performing any condition under this Agreement shall be extended, and the obligations of Buyer suspended, by the number of days during which the performance of that condition is prevented due to fire, flood, unusual weather events, strikes, labor disputes, shortages, utility curtailments, power failures, explosions, civil disturbances, the time required to satisfy government regulatory requirements beyond the minimum periods permitted by law, acts of God, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties or any other reason beyond the reasonable control of the Buyer. 7. Notice: Whenever notice is permitted or required under this Agreement, it shall be deemed given when personally served by personal delivery, fax, email or overnight courier, or when deposited in the United States mail with proper first class postage affixed thereto and addressed as follows: BUYER: SELLERS: City of Ukiah Souza Properties, LLC c/o Sage Sangiacomo, City Manager Steven Souza_ Ukiah Civic Center 6358 Canyon Cove Dr 300 Seminary Avenue _Salt Lake City, UT 84121 Ukiah, CA 95482 __sQuza816@yahoo.c ,m FAX: (707) 463-6204 Email: ssangiacomoCa7cityofukiah.com Either party may change its official address by giving notice as provided in this paragraph. 8. Counterparts: This Agreement may be executed in counterparts and faxed or emailed signatures shall have the same legal effect as original signatures. 9. Partial Invalidity: If any term or provision of this Agreement shall be deemed to be invalid or unenforceable to any extent, the remainder of this Agreement will not be affected thereby, and each remaining term and provision of this agreement will be valid and be enforced to the fullest extent permitted by law. 10. Waivers: No waiver of any breach of any covenant or provision contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of time for performance of any other obligation or act except those of the waiving party, which will be extended by a period of time equal to the period of the delay. 11.Successors and Assigns: This Agreement is binding upon and inures to the benefit of the permitted successors and assigns of the parties hereto. 12.Professional Fees: Neither Buyer nor Sellers have used a licensed realtor or other agent in connection with the purchase of the Easement and neither party is liable to any such realtor or agent for a commission or fee. If either party is determined to have an obligation to pay any such fee or commission, it shall be the sole responsibility of that party to pay the fee or commission and that party shall indemnify and defend the other party from such against any cost or liability arising out of the obligation to pay any such fee or commission. 13. Entire Agreement: This Agreement (including all Exhibits attached hereto) constitutes the entire contract between the parties hereto and may not be modified except by an instrument in writing signed by the party to be charged. 14.Time of Essence: Sellers and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation, and provision hereof. 15.Construction: This Agreement has been prepared by Buyer and its professional advisors and reviewed by Sellers and their professional advisors. Sellers and Buyer and their respective advisors believe that this Agreement is the product of all of their efforts, that it expresses their agreement and that it should not be interpreted in favor of or against either Buyer or Sellers. The parties further agree that this Agreement will be construed to effectuate the normal and reasonable expectations of a sophisticated seller and buyer. 16.Governing Law: The parties hereto expressly agree that this Agreement will be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The parties mutually consent to jurisdiction and venue in the courts of Mendocino County and waive any objections to the jurisdiction or venue of such courts. 17.Paragraph Headings: The paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of this Agreement. WHEREFORE, the parties have entered this Agreement of the Effective Date. BUYER CITY OF UKIAH By: Sags Sang' : como, City Manager SELLER By: