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HomeMy WebLinkAboutCecil C. Hinton Community Center - Agreement for Purchase & Sale of a Permanent Easement and Escrow INstructions - APN 478-030-10 - Fax Bus Stop ADA Upgrades Projects - Phase A - City Project NO FC00019 - 12-10-24r, AGREEMENT FOR PURCHASE AND SALE OF A PERMANENT EASEMENT AND ESCROW INSTRUCTIONS APN 478-030-10 FRESNO AREA EXPRESS BUS STOP ADA UPGRADES PROJECT — PHASE A City Project No.: FC00019 This Agreement for purchase and sale of a permanent easement (the "Agreement") is entered into by and between CECIL C. HINTON COMMUNITY CENTER, a California Nonprofit Corporation, formerly known as B. Street Community Center, Inc., a corporation (the "Owner"), without regard to number or gender, and the CITY OF FRESNO, a California municipal corporation (the "City") for a permanent easement and right-of-way for public street purposes on the following terms and conditions. RECITALS A. Owner is the owner of an approximately 2.37-acre (103,237 square feet) parcel, located in the City of Fresno known as Assessor's Parcel Number ("APN") 478-030-10 . B. City desires to purchase property rights more particularly defined in Section 1 below (the "Subject Property") for the Fresno Area Express Bus Stop ADA Upgrades Project — Phase A (the "Project"). C. City now wishes to purchase from Owner and Owner now wishes to sell to City the Subject Property rights subject to the terms and conditions contained herein. AGREEMENT 1. Subject Property Description. The real property which is the subject of this Agreement, hereinafter the "Subject Property," is a permanent easement for public pedestrian walkway purposes to facilitate the Fresno Area Express Bus Stop ADA Upgrades Project — Phase A (the "Project"), ' situated in the City of Fresno, County of Fresno, State of California, being approximately a 0.0012-acre (50.71 square feet) portion of land, located within APN 478-030-10, also known as 2385 South Fairview Avenue, Fresno, California as described and depicted on Exhibit "A," Legal Description of Easement, and Exhibit "B," Plat Map of Easement, attached hereto and incorporated herein by reference. 2. Grant of Easement. Owner agrees to grant to City a permanent easement, (the "Easement") for public pedestrian walkway purposes over, under, through and across the Subject Property, free and clear of all liens, encumbrances, and restrictions of record. 3. Compensation. City shall pay nominal just compensation of FIVE HUNDRED AND NO/100 DOLLARS ($500.00) for the Easement, including cost to cure damages, benefits, and/or severance damages to the remainder, if any, for the Subject Property. 4. Replacement of Improvements. Clause 3 above may include payment for the replacement of improvements such as fencing and/or irrigation facilities that are 1 APN#: 478-030-10 - PE City of Fresno/Cecil C. Hinton Comm Ctr/FC00019 within the area being acquired for this Project and must be removed in order to proceed with the construction of the Project. If Owner does not remove said items, City may install temporary fencing on Owner's property lying immediately adjacent to the new right of way line, if necessary, to hold in livestock during construction of the Project, and/or plug the irrigation line(s) at Owner's property line. Owner hereby agrees to allow City, its agents, employees, authorized contractors and subcontractors and their employees access to their remaining property to perform said work. 5. Effective Date. The Effective date of this Agreement shall be upon its duly authorized execution by City and the payment of FIVE HUNDRED AND NO/100 DOLLARS ($500.00) as nominal just compensation to Owner. 6. Representation. Owner represents and warrants that it holds fee title to the Subject Property and has the authority to enter into the Agreement herein made. 7. Change in Ownership or Lease. Owner agrees to hold City harmless and reimburse City for any and all losses and expenses as to the Subject Property by reason of any change in ownership or Lease of said Subject Property held by any tenant of Owner. 8. Escrow Instructions. The transaction of the sale shall be processed by the City through an internal escrow at 747 R Street, 2nd Floor, Fresno, CA 93721. The contact is Nancy Bruno at (559) 621-8696. Owner and City by their signature to this Agreement agree upon the following terms and joint escrow instructions: a. City shall pay Owner the sums specified in Paragraph 3 of this Agreement directly by check. b. Payment of said sums, less Owner's cost to clear title, if any, may be made to Owner only when the City possesses a fully executed and acknowledged and recorded easement deed to the Subject Property free and clear of all liens, encumbrances, and restrictions of record. C. City reserves the right to accept title to the property interest to be acquired by City herein subject to certain defects in any or all matters of record title to the property. In consideration for Owner receiving the total sum as stated in Paragraph 3, the undersigned Owner covenants and agrees to indemnify and hold City harmless from any and all claims and demands third parties may make or assert and causes of action third parties may bring which arise out of or are in connection with the foregoing defects in title to the property. Owner's obligation herein to indemnify and hold harmless City shall not exceed the amount paid to Owner specified in Paragraph 3. d. It is understood that Owner shall be responsible for the payment of all taxes, penalties, redemptions, and costs allocable to the Subject Property. 2 APN#: 478-030-10 - PE City of Fresno/Cecil C Hinton Comm Ctr/FC00019 e. The escrow fee, cost of policy of title insurance, recording fees (if any), shall be paid by City. f. Disbursements of the purchase price to be in the amounts, at the times, and in all respects, in accordance with the terms and conditions and subject to the limitations of this Agreement. 9. Indemnity. Owner shall indemnify, hold harmless, and defend City, its officers, agents, employees, and volunteers from any liability, loss, fines, penalties, forfeitures, claims, expenses, and costs, whether incurred by Owner, City, or any other third party, arising directly or indirectly from the release, presence or disposal of any hazardous substances or materials (as now or hereafter defined in any law, regulation, or rule) in, on, or about the Property on or before the effective date of this Agreement. This indemnity shall include, without limitation, any claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), or any other federal, state or local law whether statutory or common law, ordinance, or regulation. Costs or losses covered will include, without limitation, consultants, engineering, investigator fees, clean up or disposal costs and attorneys' fees, and damages. Owner's obligation herein to indemnify and hold harmless City shall not exceed the amount paid to Owner specified in Paragraph 3. This limitation does not preclude City from bringing a claim against Owner for a loss on the adjacent property. 10. Right of Possession and Use. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Subject Property by the City, including the right to remove and dispose of improvements shall commence on the date the amount of funds as specified in Paragraph 3 herein are deposited into the escrow controlling this transaction. The amount shown in Paragraph 3 herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. 11. Miscellaneous Provisions: a. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provision of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. b. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement any rights and duties hereunder shall be Fresno, California. 3 APN#: 478-030-10 - PE City of Fresno/Cecil C. Hinton Comm Ctr/FC00019 c. Compliance with Laws. The Parties shall implement this Agreement in accordance with all applicable Federal, State and City laws, ordinances and codes. Pursuant to Section 21.7(a) of Title 49, Code of Federal Regulations, the Parties shall comply with all elements of Title VI of the Civil Rights Act of 1964. This requirement under Title VI and the Code of Federal Regulations is to complete the USDOT Non -Discrimination Assurance requiring compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Parts 21 and 28 C.F.R. Section 50.3. Further, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity that is the subject of this Agreement d. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. e. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability or any one provision in this Agreement shall not affect the other provisions. f. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against any party, but rather by construing the terms in accordance with their generally accepted meaning. g. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. h. Precedence of Documents. In the event of any conflict between the body of this Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the Exhibit or Attachment. i. Cumulative Remedies. No deemed exclusive but shall, wherever remedies at law or in equity. remedy or election hereunder shall be possible, be cumulative with all other j. Exhibits and Attachments. Each Exhibit and Attachment referenced herein is by such reference incorporated into and made a part of this Agreement for all purposes. k. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the .19 APN#: 478-030-10 - PE City of Fresno/Cecil C. Hinton Comm Ctr/FC00019 subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both City and Owner. I. Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts of this Agreement may be exchanged by email or electronic facsimile and any email or electronic facsimile exchange of a Party's signature shall be deemed to be an original signature for all purposes. [SIGNATURE PAGE TO FOLLOW] APN#: 478-030-10 - PE City of Fresno/Cecil C. Hinton Comm Ctr/FC00019 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the Effective date of this Agreement as defined above. CITY OF FRESNO, A California municipal corporation By: Ge❑ g anne A. White ate City anager RECOMMENDED FOR APPROVAL: NAancy BF no Date Y Supervising Real Estate Agent APPROVED AS TO FORM: ANDREW JANZ City Attorney ad - Deputy Date 0 �- S'0-1-1 ATTEST: TODD STERMER, CMC, MMC City Glerk CECIL C. HINTON COMMUNITY CENTER, a California nonprofit corporation, formerly known as B. Street Community Center, Inc., a corporation By: Omba�dl Date Print Name: Title: By: _C�A(J/k UAll 1_0a_b� ' I Date Print Name:�''� Title: T L�As_ CA�Q OWNER ADDRESS - P.O. Box 12143 Fresno, CA 93776-2143 CITY ADDRESS: By: �Capital Projects Department Deputy �,� 1 Date 747 R Street, 2nd Floor 5145AIn. Q(L Fresno, CA 93721 Attachments: 1. Exhibit "A" 2. Exhibit "B" Con APN#: 478-030-10 - PE City of Fresno/Cecil C. Hinton Comm Ctr/FC00019 EXHIBIT "A" APN 478-030-10 (portion) Pedestrian Easement That portion of the West 460.00 feet of Lot 36 of Clays Addition to Fresno, according to the map thereof, in Volume 2 of Plats, at Page 9, Fresno County Records, lying in the Southwest quarter of the Northwest quarter of Section 16, Township 14 South, Range 20 East, Mount Diablo Base & Meridian, in the City of Fresno, County of Fresno, State of California, and is described as follows: COMMENCING at the Northwest comerof Document Number80537, recorded on October 22, 1962 in Book 4777, Page 10, Official Records of Fresno County; thence North 00026'04" East, on the East line of the West 30.00 feet of said Lot 36, a distance of 78.67 feet to the POINT OF BEGINNING; thence North 00026'04" East, continuing on said East line, a distance of 61.10 feet; thence South 89033'56" East, leaving said East line, a distance of 0.83 feet to a point on a line 0.83 feet East of and parallel with, at right angles to, said East line; thence South 00"26'04" West, on said parallel line, a distance of 61.10 feet; thence North 89°30'05" West, a distance of 0.83 feet to the POINT OF BEGINNING. Containing an area of 50.71 square feet, more or less. _'ONp.L LAAID L �r OR NO.8636 4y, dFC-1'Z 5- z 7' zv2 Y 2024-158 15-A-10551 PLAT: 2954 PWF# 13513 FC00019 1 1, EXHIB1 T T " /--S89-33'56"E 0.83' 30.00' 0.83' POINT OF BEGINNING k z W O O iD �p CV CV 0 0 z cn APNs 478-030-10 Cecil C. Hinton Community Center Doc No. 37483, Bk. 3932, Page 169 O.R.F.C. S��aAL LAND s N00'26'04"E 78.67'--� �--NI$9.30'05"W 0.83' q%E THE NORTHWEST CORNER OF DOC. NO. 80537, RECORDED OCTOBER 22, 1962, O.R.F.C., WHICH IS THE POINT OF COMMENCEMENT INDICATES AREA TO BE DEDICATED FOR PUBLIC PEDESTRIAN PURPOSES. 50.71 S.F. ±. NO. 8636 el �' To Z I I pro aN OC C 45R 22.O 9gp ar BQOK 4777 CD 1 R�C I I L---------- ------------------- EAST CHURCH AVENUE REF.& REV. CITY OF FRESNO FUND F435679 RES TYPE FAxFC 2024-158 DEPARTMENT OF PUBLIC WORKS NO. ORG. NO. 4S9901 - PLAT: 2954 (THAT PORTION OF THE SW.' OF THE NW ' OF SEC 16, T14S, R20E, M D S SM) DR. BY LE-,H• — J.A.0 SHEET NO. 1 1 TO BE DEEDED TO THE CITY OF FRESNO FOR CH, By OF SHEETS PWF# 13513 PUBLIC PEDESTRIAN EASEMENT PURPOSES DATE AUG.26.2024 15-A-10551 CrAta V=10'