CC Resolution 11738~ i
RESOLUTION NO.
11738
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL APPROVING
THE PURCHASE AND SALE AGREEMENT FOR THE SALE OF CITY PROPERTY
BETWEEN THE CITY OF CAMPBELL AND ROBSON HOMES, LLC, AUTHORIZING THE
CITY MANAGER TO EXECUTE THE AGREEMENT, TO NEGOTIATE, APPROVE, AND
EXECUTE A GRANT OF STORM DRAINAGE EASEMENT OVER A PORTION OF THE
CORPORATION YARD PROPERTY, AND APPROVING A BUDGET ADJUSTMENT
WHEREAS, on June 17, 2014, City Council authorized negotiations for the sale of a portion of
the property at 290 Dillon Avenue; and
WHEREAS, on October 21, 2014, City Council will consider approval of Planning Application
PLN2013-337 including a Mitigated Negative Declaration for the construction of 100 residential
units with said application dependent on the sale of City property and the granting of a storm
drainage easement over City property; and
WHEREAS, On September 23, 2014 the Planning Commission approved said Planning
Application, inclusive of the property and easement proposed for sale herein, and certified its
conformance to the General Plan and its conformance to CEQA; and
WHEREAS, funds received from the sale of the property will be placed in a fund for future
improvements at the Corporation Yard; and
WHEREAS, the City Council finds it is in the public's interest to sell said property and grant said
easement.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell hereby
approves the Purchase and Sale Agreement for the property at 290 Dillon Avenue, and directs
the City Manager to execute said agreement; and
NOW, THEREFORE, BE IT FURTHER RESOLVED that the City Council of the City of
Campbell hereby delegates to the City Manager the authority to negotiate, approve and execute
a Grant of Storm Drainage Easement over a portion of the property at 290 Dillon.Avenue for the
benefit of Robson Homes, LLC; and approves the attached budget adjustment to allocate the
funds received from the sale of the property for current and future Corporation Yard
improvements.
PASSED AND ADOPTED this 215' day of October, 2014, by the following roll call vote:
AYES: Council Members:
NOES: Council Members:
ABSENT: Council Members:
Baker,.Low, Kotowski, Cristina, Waterman
None
None
ATT ST•
Anne Bybee, City Clerk
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Attachmehi Z
PURCHASE AND SALE AGREEMENT
AND
ESCROW INSTRUCTIONS
This Agreement is entered into this day of , 2014 by ROBSON HOMES, LLC, a
California limited liability company ("Buyer") and the City of Campbell ("Seller"), who agree as follows:
1. Agreement. Seller agrees to sell, and Buyer shalhhave the right to purchase, upon and subject to
all of the terms and conditions set forth in this Agreement, an approximately 9,845 square foot vacant and under
developed portion of the Seller's Public Works Maintenance Corporation Yard located at 290 Dillon Avenue, in the
City of Campbell, Santa Clara County, California, (APN 412-OS-03) ("City Parcel"), which portion is the most
northern portion of the City Pazcel adjacent to 230, 280 and 282 Dillon Avenue (the "Adjacent Property") and which
is more particularly described and illustrated on the Exhibit "A" attached hereto and incorporated herein by this
reference, including all appurtenances thereto (collectively, the "Property"). Exhibit "A", will be replaced by a
metes and bounds legal description prepared on behalf of Buyer by a California licensed surveyor and the Property
will be legally separated from the City Parcel via lot line adjustment prepared by Buyer. Seller acknowledges and
understands that Buyer intends to develop the Property as part of Buyer's development of the Adjacent Property. .
2. Escrow. Upon execution of this Agreement by Buyer and Seller, the parties hereto shall cause an
escrow to be established with, Liz Zankich, First American Title Insurance Company, National Commercial
Services ("Escrow Agent") at 1737 North First Street, Suite 500, San Jose, California 95112, Fax: (408) 451-7928,
to facilitate the transactions provided for in [his Agreement. This Agreement constitutes escrow instructions to
Escrow Agent. Buyer and Seller hereby agree to Escrow Agent's standard printed form escrow instructions that
are attached to this Agreement as Exhibit "B;" provided, however, that in the event of a conflict between the terms
and provisions contained in the body of this Agreement and the terms and provisions set forth in the printed escrow
instructions attached as Exhibit "B," the terms and provisions contained in the body of this Agreement shall
govern and prevail.
3. Ooenine and Close of Escrow. Escrow Agent is authorized and instructed to insert as the date of
this Agreement the date upon which a fully executed copy of this Agreement is deposited with Escrow Agent, which
date shall constitute the date escrow is opened. Subject to the terms and conditions of this Agreement, the close of
escrow shall occur on or before [he date that is the earlier of the Following (the "Closing Date"):
(a) thirty (30) days after the Lot Line Adjustment Tentative Map Approval Dale, or ~
(b) such earlier date at the election of the Buyer by written notice to Escrow Agent and Seller.
The "Lot Line Adjustment Tentative Map Approval Date" is the date that all of the following has occurred:
(i) lot line adjustment legally separating [he Property from the City Parcel has been approved by [he Ci[y of
Campbell (the "City"), which lot line adjustment approval does not contain any stipulations or conditions other than
those set forth in this Agreement; (ii) zoning and a tentative subdivision map (whether a vesting tentative map or
not, as applied for by Buyer) for all of the Property and the Adjacent Property prepazed by or for Buyer has been
approved by the City, which zoning and tentative subdivision map do not contain any stipulations or conditions
other than those approved in writing by Buyer; and (iii) all objection and appeal periods with respect to the City's
approval of (i) and (ii) above have expired with no objections or appeals having been filed or served upon Buyer, or
if any objections or appeals are so filed or served, then all such objections and appeals shall have been dismissed
with prejudice or rejected, so that the lot line adjustment, zoning and tentative subdivision map are not subject to
further appeal. Buyer shall have the right in its sole discretion to pursue either a tentative map or a vesting tentative
map.
4. Purchase Price. The purchase price for [he Property shall be Seven Hundred and Eighty Thousand
Dollars ($780,000). Seller has completed a real property appraisal of the Property and has concluded, in its sole and
independent evaluation, that the fair market value of the Property is less than or equal to the $750,000 purchase price
and that the sale of the Property to Buyer is in the public interest and convenience. The additional Thirty Thousand
Dollars ($30,000) is in consideration of work that will be necessitated on the remaining portion of the City Parcel
due to severance of the Property.
The purchase price shall be payable as follows:
Seller's Initials
Buyer's Initials
Page t of 9
(a) $25,000 earnest money; by wire transfer, or personal or corporate check, to be deposited
in escrow by Buyer within three (3) business days of the opening of escrow, which deposit shall be credited to the
pwchase price and $1,000 of which shall be immediately released to Seller as the Feasibility Payment as provided in
Section 10 and the balance of which shall become non-refundable, except as otherwise provided in this Agreement,
[o Seller one day after the Feasibility Date. Without limiting [he foregoing, the $24,000 balance of this earnest
money shall be refunded to Buyer in the even[ that the City does not approve the lot line adjustment legally
separating the Property from the City Parcel;
(b) The balance, subject to adjustment for prorations, to be deposited in escrow by Buyer in
currently available funds on or before the close of escrow.
5. Earnest Monev.
(a) Unless otherwise specified in writing by Buyer, all earnest money, and other funds
deposited by Buyer shall be maintained in an interest-bearing account in a federally-inswed financial institution
approved by Buyer, with all interest to accrue for the benefit of Buyer. Seller shall have no entitlement to such
interest.
(b) Notwithstanding anything to the contrary contained in this Agreement, no earnest money,
or other funds shall be released or disbursed to Seller:
(i) unless and until Seller demonstrates to Escrow Agent's reasonable satisfaction
[hat Seller holds good and marketable fee title to the Property and has the right to sell the Property on the tertns se[
forth in [his Agreement; or
(ii) at any time [hat Seller is in default under this Agreement; or
" (iii) at any time after Buyer has given Escrow Agent written notice canceling this
Agreement in accordance with the terms of this Agreement; or '
(v) • prior to the recordation of the Memorandum of Purchase Agreement, which
pwsuant to Section 10 is to be recorded on the morning of the day after the Feasibility Date, or any time after such
document has been released or otherwise removed from record.
6. Title Review. Within seven (7) days after the opening of escrow, Escrow Agent shall deliver to
Buyer a commitment to issue an extended coverage owner's policy of title insurance (the "Preliminary Report") to
insure Buyer in the amount of the purchase price of the Property of good and marketable fee title to [he Property free
and clear of all monetary liens and encumbrances. In addition to [he Preliminary Report, Escrow Agent shall
simultaneously deliver to Buyer legible copies of all documents identified in Part Two of Schedule B of the
Preliminary Report and in the Requirements section of the Preliminary Report. On or before the date twenty (20)
business days after Buyer's receipt of the Preliminary Report and documents, Buyer shall notify Seller and Escrow
Agent in writing of any matter contained or referred to in the Preliminary Report to which Buyer objects (hereinafter
referred to as a "Defect"). In the event the Preliminary Report is amended to include new exceptions that aze not set
forth in a prior Preliminary Report, Buyer shall have ten (10) business days after Buyer's receipt of the amended
Preliminary Report and copies of the documents identified in the new exceptions or new requirements to notify
Seller and Escrow Agent of any Defects identified in the amended Preliminary Report that were not also identified
in a prior Preliminary Report. Failure of Buyer to give notice of its objection to a title exception dtn-ing the
applicable time period shall, except with respect to Forbidden Defects (as defined below), be deemed a waiver of
Buyer's right [o object to such title exception, but shall not constitute a waiver of any matters identified or addressed
in [he Requirements section of the Preliminary Report. Seller shall have fourteen (14) days after notice of a Defect
is given by Buyer within which to eliminate the Defect. If Seller is unable or unwilling to eliminate the Defect, then
except with respect to Forbidden Defects, Buyer's sole remedy shall be to elect, by written notice to Seller and
Escrow Agent on or before the date scheduled for the close of escrow, to either (a) cancel this Agreement, or (b)
waive the Defect. Except as otherwise provided in this Agreement, if this Agreement is cancelled pursuant to this
paragraph, the earnest money and any interest thereon shall be refunded to Buyer, this Agreement shall thereupon be
null and void and of no force or effect and Buyer and Seller shall have no further obligations or liabilities hereunder.
Notwithstanding the foregoing, Seller warrants and agrees that as of the close of escrow the Property shall not be
subject to any of the following (hereinafter referzed to as "Forbidden Defects"): (a) any leases, rental agreements or
other rights of occupancy of any kind, whether oral or written; (b) any mortgages, deeds of wst, security
agreements, judgments, liens, claims of lien or other title-defects or exceptions that are monetary in natwe, except
for the lien of current real property taxes not yet due and payable; (c) any options, rights of first refusal or other title
matters customarily deemed in the County in which the Property is located to render real property unmarketable; (d)
Seller's Initials ( )Buyer's Initials
Page 2 of 9
any Defects that Seller agrees [o eliminate pursuant to the terms of [his paragraph above; and (e) any matters created
after the date of [his Agreement without the Buyer's prior written consent.
7. Conveyance and Tide Insurance. Fee simple title to the Property shall be conveyed to Buyer upon
close of escrow. The deed [o be executed by Seller shall warrant title subject only [o [he title exceptions approved
by Btiyer pwsuant to the previous paragraph. Seller shall pay the title insurance costs of issuing Buyer a standazd
coverage owner's policy of title insurance in the amount of the purchase price. If Buyer desires an extended
coverage policy, Buyer shall pay the amount by which the cost of the extended coverage policy exceeds the cost of
the standard owner's policy, plus any costs of satisfying any survey requirements. Buyer's obligation to close escrow
shall be conditioned on the unconditional commitment of Escrow Agent's title insurer to issue to Buyer an owner's
policy of title inswance with respect to the Property in the amount of the purchase price, which policy shall show as
exceptions no items other than those approved by Buyer pursuant to the preceding paragraph and shall be in the
form, standard coverage or extended coverage as selected by Buyer, of the title inswance policy usually then issued
by the title inswer. Seller shall satisfy all of the requirements set forth in the Preliminary Report and any
amendments thereto. Buyer may designate the name and manner in which it shall take title to the Property by notice
to Escrow Agent given at any time prior to the close of escrow.
S. Personal Property. Prior to the close of escrow, Seller shall remove from the Property all personal
property located on the Property. However, if there is any personal property on [he Property as of the date
scheduled for the close of escrow, then in addition to all other rights and remedies available to Buyer at law or in
equity (a) if Buyer nevertheless elects to close escrow, then upon the close of escrow, such personal property shall
be deemed abandoned by Seller and, at Buyer's election, shall be the property of Buyer, and (b) upon written
demand from Buyer, whether before or after the close of escrow, Seller, at Seller's expense, immediately shall
remove any such personal property from the Property.
9. P[ODerty Information. Within five (5) days after the opening of escrow, Seller shall provide Buyer
with copies of all leases, rental agreements, tenancies or any other right of occupancy on the Property, soils tests,
engineering tests, topographical maps, environmental tests and studies, drawings, surveys, plans, plats, blueprints,
and'any other tests studies and information applicable to the Property that Seller possesses or to which Seller
reasonably has access. If, during the term of this Agreement,. Seller acquires or gains access to any additional
materials or information of the type specified in this paragraph, Seller immediately shall provide Buyer with a copy
thereof.
10. Feasibility Contin encv. Buyer's obligation to purchase the Property is contingent upon Buyer
being satisfied in Buyer's sole discretion and exclusive judgment, on or before the Feasibility Date, with the
Property and with any surveys, tests, studies or inspections deemed necessary by Buyer in its sole discretion and
obtained at Buyer's expense, materials provided by Seller and any other due diligence by Buyer. $1,000 ("Feasibility
Payment") of.the $25,000 deposited by Buyer pursuant to Section 4(a) above shall be immediately released by
Escrow Agent to Seller in consideration of Seller's entering into this Agreement and giving Buyer the right to
examine the feasibility of acquiring the property for Buyer's intended purposes. Notwithstanding anything to the
contrary contained in this Agreement, the Feasibility Payment is non-refundable, shall not be considered earnest
money and shall be retained by Seller. Buyer and Seller agree that the Feasibility Payment together with the mutual
covenants and agreements herein set forth are adequate to prevent this Agreement from constituting a revocable
option to purchase the Property and such consideration is specifically bargained for and induced [he agreement of
the Seller to sell the Property to the Buyer pursuant to the terms set forth in this Agreement. If Buyer is not satisfied
with the Property, Buyer may terminate this Agreement by written notice to Escrow Agent given on or before the
Feasibility Date. As used in this Agreement, the "Feasibility Date" is the later of the date forty five (45) days (i)
after the opening of escrow, or (ii) after Seller delivers to Buyer all of the documents and materials required from
Seller within five (5) days after the opening of escrow pwsuant to the preceding pazagraph. If [his Agreement is
timely cancelled by Buyer, all earnest money and all other funds deposited in escrow by Buyer (but not the
Feasibility Payment), together with all interest thereon, shall be refunded to Buyer, this Agreement automatically
shall be cancelled and the parties shall have no further obligations or liabilities to each other. If Buyer fails to
terminate this Agreement on or before the Feasibility Date, then Buyer shall not be entitled to a refund of any
earnest money deposits except as expressly provided in this Agreement. Concurrent with the execution of this _
Agreement, Buyer and Seller shall execute the Grant of Lien and Memorandum of Agreement attached hereto as
Exhibit "C" (the "Memorandum") as well as a Quit Claim for such Memorandum in the form attached to this
Addendum as Exhibit "D". The Memorandum and Quitclaim shall be held by Escrow Agent. Escrow Agent is
hereby jointly and irrevocably authorized and instructed that on the morning of the day after the Feasibility Date,
~ Seller's Initials ( )Buyer's Initials
Page 3 of 9
Escrow Agent is to record the Memorandum on the Property in the official records of the Santa Claza County
Recorder's Office in the event that Buyer has not terminated this Agreement on or before the Feasibility Date. In the
event this Agreement is terminated in accordance with its terms for any reason other than as a result of breach or
default by Seller, Escrow Agent shall record the Quitclaim in the official real estate records of Santa Claza County,
California.
11. Govemmental Permits and Approvals. Seller understands and acknowledges that during the
escrow period and prior to the close of escrow Buyer, at Buyer's expense, intends to obtain such governmental
permits and approvals as Buyer deems necessary or appropriate in order to use, subdivide and develop the Property
in the manner desired by Buyer. Seller acknowledges and understands that Buyer intends to develop the Property as
part of Buyer's development of the Adjacent Property and that a lot line adjustment will be prepazed by Buyer [o
separate the Property form the City Parcel. Seller, as owner of the Property, agrees to cooperate fully in all such
attempts by Buyer [o subdivide and develop the Property and obtain such governmental permits and approvals, and
Seller agrees to execute, both before and after the close of escrow, all applications and documents reasonably
requested by Buyer in order to obtain such permits and approvals; provided, however, that Seller shall not be
required to bear any expense for such subdivision, permits or approvals and any such approvals or permits
submitted to the City in its capacity as a governmental agency will be reviewed in accordance with all standazd
applicable ordinances and requirements for such permits and approvals, and nothing contained herein shall be
construed as obligating the City to grant any such approvals or permits, or to exercise the City's lawful discretion in
any particular manner in acting on such permits or approvals.
12. Access. Buyer and its agents and designees shall have the right [o enter upon the Property during
the term of this Agreement for the purpose of inspecting and surveying the Property, making and obtaining any tests,
studies or inspections desired by Buyer in its sole discretion or for any other reasonable purposes. Buyer's right of
entry shall be subject to the terms of the RIGHT-OF-ENTRY AGREEMENT ("Right-of-Entry") by and between
Seller and Buyer, which Right-of--Entry shall be signed by the parties before or at the same time as [he parties'
execution of this Agreement.
13. Representations and Warranties. Seller represents, warrants and covenants to Buyer that:
(a) Seller has the power and authority to perform Seller's obligations under this Agreement, and
this Agreement is binding upon and enforceable against Seller. Seller has good and marketable fee title to the
Property and, to the best of Seller's knowledge, such title is free and clear of unrecorded liens, claims,
encumbrances and easements and of any encroachments on or from adjacent properties;
(b) Seller has not received any notice from any govertunental or other agency of any violation of
any laws, ordinances, rules or regulations with respect to the Property or any activities thereon, and Seller, without
investigation, has no knowledge of any violations;
(c) As of the close of escrow, the Property shall be vacant, free from any leases, tenancies or other
occupancy agreements, and no personal property taxes, if any, relating to the Property shall be unpaid;
(d) Seller has no knowledge of, nor has Seller received any notice regarding, the presence, actual
or alleged, of any Hazardous Substance's (as defined in Section 40 below) in, on, about, under, or around the
Property.
(e) The information and materials delivered by Seller to Buyer constitute all of the information
and materials required from Seller pursuant to this Agreement.
Seller shall indemnify, defend and hold harmless Buyer and Buyer's owners and their respective present and future
directors, officers, owners, employees and affiliates from and against all claims, liabilities, actions, damages,
judgments, fines, penalties, costs and expenses, including but not limited to court costs and reasonable attorneys'
fees, which arise from or relate to Seller's breach of any of the foregoing representations and warranties.
14. Real Estate Commissions. Each party, as indemnitor, agrees to indemnify, defend and hold
harmless the other from and on account of any claims, demands, costs and expenses, including but not limited to
court costs and reasonable attorneys' fees, which may be asserted against, suffered or incurred by the other party on
account of any real ,estate commission or fmders' fee due or payable as a result of any agreement made by the
indemnitor under this paragraph.
Seller's Initials ( )Buyer's Initials
Page 4 of 9
15. Additional Closing Requirements. Buyer's obligations under this Agreement are subject to Seller's
fulfillment, on or before the close of escrow, of the conditions that (a) Seller shall have performed and complied
with all agreements and conditions required [o be performed by Seller on or before the close of escrow pursuant to
this Agreement, and (b) all of Seller's representations and warranties shall be true and correct. The contingencies set
forth in this paragraph or elsewhere in this Agreement are for Buyer's benefit and may be waived in whole or in part
by Buyer in writing in its sole discretion.
16. Further Instruments. Except as otherwise specified herein, the forms of all instruments required to
close this transaction shall be those customarily used by Escrow Agent in similar transactions in the County in
which the Property is located, and each party agrees promptly to execute such documents as may reasonably be
requested by Escrow Agent or the other party and to perform such acts as may reasonably be necessary to carry out
the purpose and intent of this Agreement.
17. Notices. All notices or other communications required or provided [o be given by either party or
Escrow Agent shall be in writing and shall be hand-delivered, delivered by courier, or sent via facsimile
transmission or by United Stales firs[ class (or registered or certified) mail, postage prepaid, and shall be effective
when hand-delivered or delivered by courier or facsimile transmission, or when deposited in the mail as provided
above and addressed, to the parties at their addresses as set forth below their respective signatures to this Agreement
or to such other addresses as may be specified by either party or Escrow Agent by written notice to the other party
and Escrow Agent. A copy of any notice to Buyer shall also be delivered simultaneously to the following address:
Robson Homes, LLC Attn: Pamela H. Gulsvig 9532 East Riggs Road, Sun Lakes, AZ 85248-7411 Fax No. (480)
895-4347.
18. Nomination and Assienment. Buyer reserves the right to nominate as the. Buyer hereunder, and to
assign Buyer's rights and obligations under this Agreement to, (a) one or more other persons and/or entities, or (b) Buyer
and one or more other persons and/or entities. Such nomination and assignment shall be effected on or before the close
of escrow by Buyer giving written notice of such nomination and assignment to Escrow Agent.
19. Closine Costs and Prorations. Real property taxes on the Property shall be prorated by Escrow
Agent as of the close of escrow on the basis of the most recent tax information available. All utility charges shall be
curent as of close of escrow and prorated as of the close of escrow. Seller shall pay all assessments against the
Property, including without limitation assessments for.sewer facilities or services. Prorations for real property taxes
shall be reflected by adjustments in the cash required of Buyer to close escrow. If the most recent tax information
available does not reflect all real property [axes which may be levied or assessed for the period prior to the closing,
then the parties shall correct the proration outside of escrow afrer the close of escrow so that Seller pays all property
taxes levied or assessed for the period prior to the close of escrow. Escrow Agent's escrow fee shall be shared
equally by the parties. Seller shall pay all costs and expenses of clearing title and delivering and recording the deed,
all transfer taxes, all taxes on the sale or transfer of the Property and any taxes and fees required by any
governmental entity as a condition [o recording [he deed. All closing costs not provided for in this Agreement shall
be charged by Escrow Agent [o [he respective parties hereto in accordance with [he custom in the County in which
the Property is located.
20. Default by Seller. In the event of a default under this Agreement by Seller, Buyer shall be entitled to
exercise all rights and remedies available to Buyer a[ law or in equity, including but no[ limited to specific performance
of this Agreement. In addition to such remedies, Buyer shall have the right to terminate this Agreement without
prejudice to Buyer's claims against Seller for Seller's breach of this Agreement. In the event of a default hereunder by
Seller, then whether or not Buyer terminates this Agreement, Buyer shall have the right [o receive, and Escrow Agent
shall pay to Buyer, all eames[ money and other funds previously deposited m escrow by Buyer, together with all interest
thereon..
21. Severabilitv. Whenever possible, each provision of this Agreement shall be interpreted so as to be
valid under applicable law, but if any provision of this Agreement is void or unenforceable, such provision shall be
ineffective to the extent it is void or unenforceable, which shall not invalidate the remainder of such provision or the
remaining provisions of this Agreement.
22. Non-Foreien Certificate. On or before close of escrow Seller shall deposit with Escrow Agent
certificates in form reasonably satisfactory to Buyer that provide the information required by Section 1445 of the
~ Seller's Initials ( ~ Buyer's Initials
Page 5 of 9
Internal Revenue Code of 1986, as amended, and by Sections 18805 and 26131 of the California Revenue and
Taxation Code, for an exemption to the withholding of taxes under those Sections. If Seller fails to provide such
certificates, a portion of the purchase price shall be.withheld from Seller in accordance with those Sections.
23. Attomevs' Fees. In [he even[ of litigation involving [his Agreement, [he unsuccessful party shall
pay [o the prevailing party all costs of suit, including reasonable attorneys' fees.
24. Risk of Loss. All risk of loss with respect to the Property prior to the close of escrow shall be
borne by Seller, and Seller shall maintain such fire and casualty insurance on the Property as would be maintained
by a prudent businessperson. Except as otherwise provided m this Agreement, Seller agrees that the Property shall
be in the same condition upon close of escrow as upon the date of this Agreement.
25. Condemnation. In the event Seller receives notice of any pending or threatened condemnation or
taking of all or any part of the Property, Seller shall immediately give written notice thereof [o Buyer and Escrow
Agent, and Buyer shall have until the close of escrow within which to elect to either cancel this Agreement and
receive a refund of Buyer's earnest money deposit, together with all interest thereon, or to close escrow without
reduction in the purchase price, in which event Seller shall assign to Buyer all rights to condemnation awards.
26. Casualtv. If the Property is damaged by fire or other casualty before the close of escrow and can
be restored to substantially the same condition as now existing within a period of sixty (60) days thereafrer in the
opinion of a general contractor licensed under the laws of the State of California employed by Seller to make such
determination, Seller may restore the improvements and the close of escrow shall be extended accordingly by not
more than sixty days. If Seller fails to do so, Buyer shall have the option of (a) taking the Property as so damaged,
together with the insurance proceeds, or (b) canceling this Agreement and receiving a refund of the earnest money,
together with all interest [hereon. Except as expressly provided in paragraphs 24, 25 and 26 of this Agreement, this
Agreement shall be governed by [he provisions of California Civil Code Section 1662.
27. Time of Essence. Time is of the essence of each and every provision of this Agreement
28. Performance Dates. In the event that the time for performance of any obligation hereunder expires
on a Saturday, Sunday or legal holiday, the time for performance shall be extended~to the next day that is not a
Saturday, Sunday or legal holiday. As used in this Agreement, "business day" means any day, other than a
Saturday, Sunday of legal holiday, that Escrow Agent is open for business. When determining a date based on a
number of months from a particular day, the date shall be on the same numbered day of applicable month, except
[hat if there is no such numbered day in that month, then the date shall be the first day of the following month. For
example, two months after November 30 is January 30; three months after November 30, is Mazch 1; four months
after November 30 is March 30.
29. Survival. All representations and warsanties of Seller herein shall be true and correct as of the
date of this Agreement and as of the close of escrow and shall survive the close of escrow. All obligations and
liabilities of the parties under this Agreement shall survive the close of escrow and shall not merge into the deed
conveying the Property.
30. Inteeration. This Agreement contains the entire agreement of the parties hereto with respect to its
subject matter and supersedes all prior arrangements and understandings between the parties, and no other
agreement, statement, or promise made by either party which is not contained herein shall be binding or valid.
31. Disclosure. Seller understands principals and affiliates of Buyer are real estate brokers or
salespersons licensed in the State of Arizona and California.
32. Counterparts. This Agreement may be executed by the signing in counterparts of this instrument.
The execution by Buyer and Seller by each signing a counterpart of this instrument shall constitute a valid
execution, and this instrument and all of its counterparts so executed shall be deemed for all purposes to be a single
agreement.
33. Headines. The headings of this Agreement are for convenience only and shall not affect the
meaning or interpretation of any of the terms of this Agreement.
Seller's Initials ( )Buyer's Initials
Page 6 of 9
34. Reoresen[ation by Counsel. Both Buyer and Seller have been or have had the opportunity [o be
represented by legal counsel in connection with this Agreement. This Agreement is the product of extensive
negotiations and the fact that this Agreement was prepared by one of the parties or its legal counsel shall no[ affect
the interpretation or application of [his Agreement. The parties expressly waive the provisions of California Civil
Code Section 1654 which require that the language of a contract be interpreted most strongly against the~party who
caused the uncertainty to exist.
35. Inurement. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. If the "Seller" consists of more than one person and/or entity, then
all such persons and/or entities shall be jointly and severally liable under this Agreement and the acts and knowledge of
any of such persons and/or entities shall be imputed to all of them. ,
Governing Law and Venue. The terms of this Agreement shall be governed by and construed in
accordance with the laws of the State of California. The parties agree that the County of Santa Clara, California shall
be the venue for any litigation, special proceeding, or other proceeding as between the parties that may be brought or
arise out of, in connection with, or by reason of this Agreement.
36. 1031 Tax Deferred Exchanee. Upon written request by Seller, Buyer shall cooperate with any
attempt to transfer the Property to Buyer as part of a tax deferred exchange under Section ]03l of the Internal
Revenue Code, provided that (a) Buyer is not obligated to incur any liability or bear any expense in such exchange;
(b) the close of escrow is not delayed; and (c) Buyer is not required to take title to any property other than the
Property. Buyer shall not be responsible if Seller is not able to obtain the benefits of atax-deferred exchange under
Section 1031.
38. LIQUIDATED DAMAGES. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, BUYER SHALL HAVE NO PERSONAL LIABILITY UNDER
THIS AGREEMENT AND SELLER SHALL HAVE NO RIGHT TO SPECIFIC PERFORMANCE OF
THIS AGREEMENT. IN THE EVENT OF A DEFAULT BY BUYER UNDER THIS AGREEMENT THAT
IS NOT CURED ON OR BEFORE THE DATE THIRTEEN (13) DAYS AFTER WRITTEN NOTICE
SPECIFYING SUCH DEFAULT IN REASONABLE DETAIL IS GIVEN BY SELLER TO BUYER AND
ESCROW AGENT, SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY
WRITTEN NOTICE TO BUYER AND ESCROW ACENT AND TO RECOVER AS LIQUH)ATED
DAMAGES ANY EARNEST MONEY PREVIOUSLY DEPOSITED IN ESCROW BY BUYER AND
RELEASED TO SELLER IN ACCORDANCE WITH PARAGRAPH 4 ABOVE, AND BUYER AND
SELLER SHALL BE RELIEVED OF ALL OBLIGATIONS UNDER THIS AGREEMENT. BUYER AND
SELLER AGREE THAT THE EARNEST MONEY CONSTITUTES A REASONABLE ESTIMATE OF
THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT OF A DEFAULT BY
BUYER, AND THAT THE EXACT AMOUNT OF SELLER'S ACTUAL DAMAGES WOULD BE
IMPRACTICABLE AND EXTREMELY DIFFICULT OR IMPOSSHILE TO MEASURE. ANY AND ALL
BREACHES OR DEFAULTS BY BUYER OF ANY NATURE OR KIND SHALL BE SUBJECT TO
NOTICE AND RIGHT TO CURE AS PROVIDED FOR ABOVE.
SELLER'S INITIALS BUYER'S INITIALS
THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE ATTACHED
Seller's Initials
Buyer's Initials
Page 7 of 9
39. Offer Onlv. This instrument until accepted by Seller shall be deemed an offer by Buyer to
purchase the Property on the terms hereof. This offer may be withdrawn by Buyer at any time. If not previously
withdrawn, this offer shall automatically be deemed withdrawn at 5:00 p.m., Pacific Standard Time, on [he 31 day of
December, 2014. Acceptance of this offer shall be deemed [o occur at the time a counterpart hereof executed by
Seller and fully initialed by Seller is received by Buyer.
40. Hazardous Substances.
A. "Hazardous Substances" include, without limitation:
1. Those substances included within the defmitions of hazardous substance, hazazdous waste,
hazardous material, toxic substance, solid waste, or pollutant or contaminant in CERCLA,
RCRA, TSCA, HMTA or under any other State, Federal, or local law, ordinance, or
regulation;
2. Those substances listed in the United States Department of Transportation (DOT) Table [49
CFR 172.101] or by the Environmental Protection Agency (EPA), or any successor agency, as
hazazdous substances [40 CFR Part 302];
3. Other substances, materials, and wastes that are or become regulated or classified as
hazardous or toxic under federal, state, or local laws or regulations; and
4. Any material, waste, or substance that is
(i) A petroleum or refined pevoleum product
(ii) Asbestos
(iii) Polychlorinated biphenyl
(iv) Designated as a hazardous substance pursuant [0 33 USCS Section 1321 or
listed pursuant [0 33 USCA Section 1317
(v) A flammable explosive
(vi) A radioactive material
B. In recognition.of the Representation and Warranty of Seller made in Section 13(d) above, and in
reliance thereon, effective upon the closing of Buyer's acquisition of the Property hereunder,
Buyer agrees to assume all responsibility regarding the presence of any Hazardous Substances
subsequently discovered or alleged to be in, on, about, under, or around the Property, except for
any claims, liabilities, losses, penalties, fines, attorney fees, expert fees, court costs, remediation
costs, investigation costs, or other expenses proximately caused by [he migration of any
Hazardous Substances onto any surrounding property (including but not limited to property owned
by the City) prior to the Closing Date. In recognition of the Representation and Warranty of Seller
made in Section 13(d) above, and in reliance thereon, effective upon the closing of Buyer's
acquisition of the Property hereunder, Buyer will also indemnify, defend, and hold Seller
harmless from any claims, liabilities, losses, penalties, fines, attorney fees, expert fees, court costs,
remediation costs, investigation costs, or other expenses resulting from or arising the presence of
any Hazardous Substances on the Property, except for any claims, liabilities, losses, penalties,
fines, attorney fees, expert fees, court costs, remediation costs, investigation costs, or other
expenses proximately caused by the migration of any Hazardous Substances onto any surrounding
property (including but not limited to property owned by the City) prior to the Closing Date.
C. Seller agrees [o promptly notify Buyer of any communication or other notice it receives from any
governmental entity or agency concerning Hazardous Substances or the violation of environmental
laws that relate to the Property.
41. Severance Repairs. It is anticipated that following the close of escrow, Buyer will sawcut the existing
pavement in the vicinity of the new property line between the City Parcel and the Property, and will install a wall on
the Property. Within three months from performing the sawcut, but no later than eight months after the Closing
Date, Buyer shall replace the pavement between the sawcut line and the location of [he proposed wall to the
reasonable satisfaction of the Seller. Seller assumes responsibility for all other repairs to the City Parcel caused by
Seller's Initials
)Buyer's Initials
Page 8 of 9
the severance of [he Property, unless otherwise specifically provided in this Agreement.
BUYER: ROBSON HOMES, LLC, a California limited liability company
By: Robson Properties, Inc.,
a California corporation
Its: Manager
Mark Robson, President
Address:2185 The~Alameda, Suite 150 San Jose, CA 95126
Phone No. (408) 345-1767 Fax: (408) 345-1768
SELLER: CITY OF CAMPBELL
By:
Mark Linder
Title: City Manager
Address: 70 N I st St, Campbell, CA 95008
Phone: (408) 866-2125 Fax: (408) 374-6889
ACCEPTANCE BY ESCROW AGENT
Escrow Agent hereby accepts the foregoing inswctions this _ day of 2014.
FIRST AMERICAN TITLE INSURANCE COMPANY
By
~ Seller's Initials ( )Buyer's Initials
Page 9 of 9
EXHIBIT A
ILLUSTRATION AND LEGAL DESCRIPTION OF THE PROPERTY
see attached
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EXHHIIT B
STANDARD PRINTED FORM ESCROW INSTRUCTIONS
see aaached
EXHIBIT "B"
GENERAL PROVISIONS
DEFINITION
The exprvsslon'dose of asaow' morns Ne tlate on which the Instruments re/enact b herein arc Netl for remN
The leflera'COE' wliaraver used In these inalmGlons mean •UOSe of escrow.'
WRITTEN INSTRUCTIONS
My ementlmenla of or supplements to any Instmcllona ettecling Ihis escrow moat be in wdling. 1 will hand you any
/untla and Inslrumonls equtetl to complete Ihis esuow. These eavow InslruUlone mnslllute the entire enuvw
between the esww bottler and Iha ptlntlpals hereto. ,
Upon recNpl of any conglding loslmctions, you are In lake no (unbar action In mnneUlan with Ihis eeaow until
conslslenl InalruUlone ere reealvatl from (he principals or foal order of o man of competent ludsdldlon Is Iswetl.
INSURANCE ENDORSEMENTS
Vvhare applicable, you ere to request necessary antlorsemenls 1p (Ire Inmrance polltloa Irom agent end tlallvar sold
polklm end endareemenla tv pnn<Ipab entitled hereto. In all aGS1n Ihle eacraw relating to Are Imurenm, you shall
ba lolly protedotl h assuming That each pollry Is in force antl oral Iha necessary premium thero(orhm bean paid.
AUTHORI7ATION TO FURNISH COPIES
You ere inslruUad Io lumish copies of all InslmUlons, amentlmenla antl stalemenO b arty breker, lantlor pr ell0fnay
ItlenliAad with fhb transaction, upon request. _
FEES AND CHARGES
The Ddndpele hereto agree Ip pay any charges;-hllhnga,.advancea and expenses, Including mncellagon fees Thal
ate properly chargeable m Them. The prlnGDab Rerain agrae~tnal n the event First Amelkan Tllle Guaramy
CompmY agrees b'hdd lands' for any DurDOSa, Nerc may be a'mrvke charge' of E25.00 pm ealeMar month.
Saitl service charge may be charged form geld lands for eadl and every calendar month or arty poNm thereof
dudng which orb funds ere held. '
DEPOSRS AND DISRURSEMEMS
All /ands received In Ihis escrow shall be tlepoaitetl in one a more or your general escrow accounts with any Insuretl,
tlepoallory Inalgutlon doing business In the Slate at Ca1i(ornla, Induding your eHAaletl Inalllullm, Flral Security ThrlR.
All dlsburaemanh shall ba metla by your snack, You ere authorize0 to not dme escrow until 'good fuMa Rave
bean mnannetl In eauow.
CANCELLATION
Any pdnGpel ImWUlnp you to cancel Ihb eauow shall Ble wrlllen notice of mnmlledon In your oHica. Wllhln ten
(10) tlaya aflor tlala of each nolihmlion, you are aulhorizetl to comply with such nolim end demand payment of your
mneallallon charges m provldetl In this agreement If wrlllen obleclion Is Ned, you ore authorized to hoitl all money
end Inalmmanls In Ihb asaow antl lake no lunhar action until olharelse tllreded, either by Iha prlndpeb' muWal
wdhen Inelmcllona, or pool order of a court of compalenl jlviatliGinr~.
INTERPLEADER
The prncipals hereto acknowletlBa Thal you, as eurow holder. Aava the absolute right al yore ebdbn to hb an
actlon b Interpleatlar requiring Iha princpals to answer antl Illigeb Ihe'v several cbims and rghls among
IhamsaNea. You era eulhodzed to tlepoell e0 tlocumanls and hmtls heW In Nis escrow with Ills clerk of the court
In Iha avonl suds action Is Aled, the prlndpels jolntry end severally agree to pay your mncellallon charges, msls.
exponvm antl raenonebla allprnay's lees which you are requtretl to expend or Incur In auto Inlerpleatler aNOn, the
amount Ihareof to be pied enA lodgment Iherelor b be rerwercd Ry the man. '
TIME
II Nara Is no actlm taken on IRIS escow wilRln six (fi) months after Iha'lime limit dale os sal (Drib In Ne esuow
Inslruclloru or wrllen exlarubn(s) Iheree( your agency obAgallon shall larMnata o1 your option antl all dosvmenls,
monies or other Ileme heltl by you shall be returned to the pr'vrlpelc doposlling same.
FOREIGN INVESTMEM IN REAL PROPERTY TA7( ACT
Inrernel Revanua Code Sadion 1ad5, end Calilemia Revenue and iaxellon Cotle Sections 1fie05(a)(2) antl
25131(a)(2), plan spotlal requlremants for lak reporting and wllMolding on Ina paRlm to a real estate bansaclion
where the transferor (seller) Is a non-resident alien or noo-domeslle corpnrellon or partnership or Is a domesdc
coryorellon or pannershlp controlled by nonrealdenla or non-rosidenl mrparallona or partnorshtpa, The genies to
Ihis baneacdon em smklnp en ellamey'q accounlanl'a or other tax spedekal'a opinbn conternln8 the effect of
Ihese laws on Ihis Irene9nion and era not acting on any elalemenla made or omitted by the eauow or dosing
offmar.
Sellar(a)Inllluls. puyeia lnWalsrt_ '
EXHIBIT C
MEMORANDUM
see form attached
1
Recording Requested By and
When Recorded Return To:
Robson Homes, LLC
2185 The Alameda, Suite 150
San Jose, CA 95126
Attn: Mark Robson
MEMORANDUM OF PURCHASE AND SALE AGREEMENT
AND GRANT OF LIEN
This Memorandum of Purchase and Sale Agreement and Grant of Lien (this
"Memorandum") is entered into as of the day of , 2014, by and
between ROBSON HOMES, LLC, a California limited liability company ("Buyer") and
the City of Campbell ("Seller").
Notice is hereby given that Seller and Buyer have entered- into that certain
Purchase and Sale Agreement and Escrow Instructions, dated the _ day of
2014 (the "Purchase Agreement"), pursuant to which Seller has
granted to Buyer the right and option to purchase fee title in and to real property an
approximately 9,845 square foot vacant and under developed portion of the Seller's
Public Works Maintenance Corporation Yard located at 290 Dillon Avenue, in the City
of Campbell, Santa Clara County, California, (APN 412-08-03~ ("City Parcel"), which
portion is the most northern portion of the City Parcel adjacent to 230, 280 and 282
Dillon Avenue and which portion is more particularly described on Exhibit "A" attached
hereto and made a part of this Memorandum by this reference, including all
appurtenances thereto (the "Property"). The terms and conditions of such purchase
and sale are set forth in the Purchase Agreement, copies of which are available for
inspection by properly interested parties from Buyer or Seller. In addition, Seller
hereby grants to Buyer a lien on and security interest in the Property to secure Buyer's
rights and Seller's obligations under the Purchase Agreement. This Memorandum shall
be binding upon and shall inure to the benefit of the parties hereto and their successors
and assigns.
IN WITNESS WHEREOF, this Memorandum has been executed by the parties as
of the date first written above.
SELLER:
BUYER:
CITY OF CAMPBELL ROBSON HOMES, LLC, a California
limited liability company
By:
Mark Linder By Robson Properties, Inc., its Manager ~
Title: City Manager
Date: , 2014 By
Its
Dater , 2014
STATE OF CALIFORNIA l
I` ss.
COUNTY OF
On ,before me,
appeared ,
^ personally known [o me -OR- ^
.personally
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 byhis/her/their signature(s) on
the instrument the person(s), or the
entity upon behalf of which the
person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary
to fill in the data below, doing so may
prove invaluable to persons relying on [he
document.
^ INDIVIDUAL
^ CORPORATE OFFICERS(S)
Title(s)
^ PARTNER(S) ^ LIMITED
^ GENERAL
^ ATTORNEY-IN-FACT
^ TRUSTEE(S)
^ GUARDIANICONSERVATOR
^ OTHER:
Name of Person(s) or Enti[y(ies)
SIGNATURE OF NOTARY
STATE OF CALIFORNIA
COUNTY OF
On
appeared
1 ss.
before me,
^ personally known [o me -OR- ^
personally
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/[heir authorized capacity(ies),
and that by his/her/their signature(s) on
[he instrument the person(s), or the
entity upon behalf of which the
person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
CAPACITY CLAIMED BY SIGNER
Though statute does not require [he Notary
to fill in the data below, doing so may
prove invaluable to persons relying on the
document. ~ -
^ INDIVIDUAL
^ CORPORATE OFFICERS(S)
^ PARTNER(S) ^ LIMITED
^ GENERAL
^ ATTORNEY-IN-FACT
^ TROSTEE(S)
^ GUARDIAN/CONSERVATOR
^ OTHER:
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies)
SIGNATURE OF NOTARY
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
[to be attached]
EXHH3IT D
QUITCLAIM OF MEMORANDUM
see form attached
RECORDING REQUESTED BY
'First American Title Insurance Company
National Commercial Services
AND WHEN RECORDED MAIL DOCUMENT
AND TAX STATEMENT TO:
ROBSON HOMES, LLC
2185 The Alameda #150
San ]ose, CA. 95126
Space Above This Line for Recorder's Use Only
A.P.N.: 412-08-03
File No.: NCS- -SC (Iz)
The Undersigned Grantor(s) Declare(s):
CIfY TRANSFER TAX $
DOCUMENTARY TRANSFER TAX $ N/A-see below
SURVEY MONUMENT FEE $
[ ] computed on the consideration or full value of properly conveyed, OR
[ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at Ume of sale,
[ ] unincorporated area; [ ]City of CAMPBELL. and
SURVEY MONUMENT FEE $
QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF CAMPBELL, a
municipal corporation organized under the laws of the State of California
hereby remise, release and forever quitclaim to ROBSON HOMES, LLC, a California limited liability
company
the following described property in the City of CAMPBELL, County of SANTA CLARA, State of California:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
This Quitclaim Deed is given in order to relinquish any and all interest the undersigned may have acquired in the
herein described properly by reason of that certain Memorandum of Purchase Agreement and Grant of Lien
between ROBSON HOMES, LLC, a California limited liability company ("Buyer") and the City of Campbell ("Seller")
recorded the _ day of , 2014, as Instrument No. 2014- . of Official Records of
Santa Clara County.
Dated:
CITY OF CAMPBELL
By:
Its:
By:
Notary acknow/edgement attached
Page 1 of 2
STATE OF )55
COUNTY OF )
On 2014, before me, .Notary Public, personally appeared
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.
Signature
My Commission Expires:
Notary Name:
Notary Registration Number:
This area for official notarial seal
Notary Phone:
County of Principal Place of Business:
Page 2 of 2