HomeMy WebLinkAboutCalifornia Fresno Investment Co. Agreement for Purchase and Sale of Real Property and Escrow Instructions- APN 479-071-36- 3-27-20253.2,4.2S
426-3Z
AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY AND ESCROW INSTRUCTIONS
A portion of a City Street located on the east side of Golden
State Boulevard, north of East Garrett Avenue, contiguous to
Assessor's Parcel Number 479-071-36,
Fresno, CA
This Agreement for Purchase and Sale of Real Property (this "Agreement") is entered into
by and between CALIFORNIA FRESNO INVESTMENT COMPANY, a California
corporation (the "Buyer") and the CITY OF FRESNO, a California municipal corporation
(the "Seller" or "City") (collectively referred to as the "Parties").
RECITALS
A. The City owns fee title to that certain real property located on the west side of
Golden State Boulevard, north of East Jensen Avenue, in Fresno, California,
contiguous to Assessor's Parcel Number ("APN") 479-071-36 (the "Subject
Property"), more particularly described in Exhibit "A," Legal Description, and Exhibit
"B," Plat Map, attached hereto and incorporated herein by reference.
B. The Buyer has agreed to purchase the Subject Property as -is for landscape and
street shoulder improvements.
C. The City now wishes to sell the property to the Buyer and the Buyer now wishes to
purchase the Subject Property on the terms and conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective Parties,
it is mutually agreed as follows:
Subject Property. The Subject Property is situated on the east side of Golden
State Boulevard, north of East Garrett Avenue, contiguous to APN 479-071-36, in
the City of Fresno, County of Fresno, State of California, being approximately 0.22-
acres in size (9,650.1 square feet).
2. Fee Title. The Seller shall grant the Subject Property to the Buyer in fee, free and
clear of all liens, encumbrances, and restrictions of record.
3. Purchase Price. The Buyer shall pay the Seller FIVE HUNDRED AND NO1100
DOLLARS ($500.00) (the "Purchase Price") for the Subject Property.
4. Effective Date. The Effective date of this Agreement shall be upon its duly
authorized execution by the City.
5. Right to Sell. The Seller represents and warrants that it holds fee title to the
Subject Property, that such property is free of all liens and encumbrances, and that
it has the authority to enter into this Agreement.
6. 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 (the "Escrow Holder") at (559) 621-8696. The Buyer and
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APN: 479-071-36 (Adjacent) City of Fresno/CA-FRESNO INVESTMENTSMENSEN&GSB
the City by their signature to this Agreement agree upon the following terms and
joint escrow instructions:
a. Deposits. The Buyer shall deposit the sums specified in Paragraph 3 of
this Agreement as follows:
i. Initial Deposit. Within five days of the Effective Date, the Buyer shall
deposit with Escrow Holder the sum of FIFTY AND NO/100
DOLLARS ($50.00) (the "Initial Deposit"), which shall be considered
non-refundable except in the event of the Seller's breach upon
expiration of the feasibility period (more particularly defined in
Section b below). The Initial Deposit shall be applied to the Purchase
Price at close of escrow (more particularly defined in Section e
below).
ii. Balance of Purchase Price. The Buyer shall pay the balance of the
Purchase Price, less the Initial Deposit to the Seller, in good funds
through escrow, not later than the close of business on the day
before the close of escrow. Escrow Holder will forward to both the
Buyer and the Seller copies of all signed and recorded documents
deposited into escrow, with the recording and filing date and
information endorsed thereon.
b. Feasibility Period. The Buyer shall have the right to examine the feasibility
of the Subject Property fora period of 30 days after the parties have executed
this Agreement (the "Feasibility Period").
Access. The Buyer shall have the right to access the Subject
Property, at all times following execution of this Agreement by the
parties, for the purpose of conducting all studies, inspections,
evaluations, tests, or surveys of the Subject Property that the Buyer
elects to have performed, upon reasonable notice to the Seller. T h e
Buyer agrees to indemnify and hold the Seller free and harmless from
any and all liability, loss, cost, damage, or expense that the Buyer
may sustain or incur by reason of or in connection with such entry,
studies, inspections, evaluations, tests, or surveys conducted by the
Buyer during the Feasibility Period. The Buyer agrees not to conduct
any removal of underground tanks prior to close of escrow.
ii. Expiration of Feasibility Period. If the Buyer has not given notice
of termination and cancellation on or before the expiration of the
Feasibility Period, the Initial Deposit shall be non-refundable and
released and paid to the Seller by the Escrow Holder on the next
business day immediately following the expiration of the Feasibility
Period without need for further instructions, notice, or demand from
either party.
iii. Termination and Cancellation of Agreement. If the Buyer, in its
sole and absolute discretion, decides to terminate and cancel this
Agreement by timely delivery of a termination and cancellation notice
on or before expiration of the Feasibility Period, then the entire Initial
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APN: 479-071-36 (Adjacent) City of Fresno/CA-FRESNO INVESTMENTS/JENSEN&GSB
Deposit, and any accrued interest thereon, shall be immediately
refunded to the Buyer by the Escrow Holder without the need for
further instruction, notice, or demand from either party.
C. Financial Liabilities. It is understood that the Buyer shall be responsible
for the payment of all taxes, penalties, redemptions, and costs allocable to
the Subject Property.
d. Disbursement. Disbursements of the Purchase Price shall 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.
e. Close of Escrow. T he close of escrow for the purchase and sale of the
Subject Property shall occur no later than 20 days from the expiration of the
Feasibility Period (the "Close of Escrow"). The following conditions of sale
must be met prior to Close of Escrow:
i. Buyer's approval of contents of preliminary title report and
exceptions,
ii. No pending litigation against Subject Property and no notices of
violation of law,
iii. Buyer's approval of physical inspection of the Subject Property,
iv. Approval of this Agreement by the City Council of the City of Fresno
prior to execution by City,
V. Escrow Holder is in possession of a good and sufficient grant deed,
duly executed by Seller,
vi. Escrow Holder is in possession of a duly executed Affordable
Housing Covenant in the form attached hereto as Exhibit C.
7. Possession. Sole and exclusive possession of the Subject Property shall be
delivered to the Buyer on the closing date, free of all claims from the Seller or any
third persons under leases or otherwise.
8. Condition and Inspection of Subject Property. Notwithstanding any other
provision of this Agreement to the contrary, the Seller has not expressly or impliedly
made any representations, guaranties, promises, statements, assurances, or
warranties of any kind concerning the Subject Property. The Seller has not
conducted any investigation regarding the condition of the Subject Property, and
the Subject Property is sold as -is, where -is, with all faults, and there is no warranty,
express or implied, regarding the condition of the Subject Property. T he Buyer
hereby represents and warrants that the Buyer is relying solely upon, and as of the
expiration of the Feasibility Period will have conducted its own independent
inspection, investigation, and analysis of the Subject Property as it deems
necessary or appropriate in so acquiring the Subject Property from the Seller.
9. Affordable Housing Covenant. The sample covenant/restriction attached herein
as Exhibit C shall be used to record the affordability covenant required under
Surplus Land Act pursuant to Government Code Sections 54233 and 54233.5.
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APN: 479-071-36 (Adjacent) City of Fresno/CA-FRESNO INVESTMENTS/JENSEN&GSB
10. Notices. All notices, demands, consents, requests or other communications
required to or permitted to be given pursuant to this Agreement shall be in writing,
shall be given only in accordance with the provisions of this Section, shall be
addressed to the Parties in the manner set forth below, and shall be conclusively
deemed to have been properly delivered: (a) upon receipt when hand delivered
during normal business hours (provided that, notices which are hand delivered
shall not be effective unless the sending party obtains a signature of a person at
such address that the notice has been received); (b) upon receipt when sent by
facsimile if sent before 5:00 p.m. on a business day to the number set forth below
with written confirmation of a successful transmission by the sender's facsimile
machine; (c) upon the day of delivery if the notice has been deposited in an
authorized receptacle of the United States Postal Service as first-class, registered
or certified mail, postage prepaid, with a return receipt requested (provided that,
the sender has in its possession the return receipt to prove actual delivery); or
(d) one (1) business day after the notice has been deposited with either Golden
State Overnight, FedEx or United Parcel Service to be delivered by overnight
delivery (provided that, the sending party receives a confirmation of actual delivery
from the courier). The addresses of the Parties to receive notices are as follows:
TO SELLER: CITY OF FRESNO
Attention: City Manager
2600 Fresno Street
Fresno, CA 93721
Telephone: (559) 621-8000
TO BUYER: California -Fresno Investment Company
405 North Palm Avenue
Fresno, CA 93701
Telephone: (559) 273-2179
Each Party shall make an ordinary, good faith effort to ensure that it will accept or
receive notices that are given in accordance with this Section, and that any person
to be given notice receives such notice. If any notice is refused, the notice shall
be deemed to have been delivered upon such refusal. Any notice delivered after
5:00 p.m. (recipient's time) or on a non -business day shall be deemed delivered on
the next business day. A Party may change or supplement the addresses given
above, or designate additional addressees, for purposes of this Section by
delivering to the other party written notice in the manner set forth above.
11. Compliance Title VI. The Parties to this Agreement shall, pursuant to Section
21.7(a) of Title 49, Code of Federal Regulations, 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. Part 21
and 28 C.F.R. Section 50.3.
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APN: 479-071-36 (Adjacent) City of Fresno/CA-FRESNO INVESTMENTS/JENSEN&GSB
12. Non -Discrimination. 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.
13. 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.
C. 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.
d. 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.
e. 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.
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.
g. 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.
h. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
i. Exhibits and Attachments. Each Exhibit and Attachment referenced
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APN: 479-071-36 (Adjacent) City of Fresno/CA-FRESNO INVESTMENTS/JENSEN&GSB
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
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
the Buyer and the Seller.
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.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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APN: 479-071-36 (Adjacent) City of Fresno/CA-FRESNO INVESTMENTS/JENS EN&GSB
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:
Geo 9nager
anneA. White
City
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney-\
:J
Ke s A. Seib
❑ p y City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
4� �I ' 02
By: �� S 2
Deputy 1 ,� Date
SU S� 1`� �,,(C
CALIFORNIA FRESNO INVESTMENT
COMPANY, a California corporation
By:
Name: � iES 2 S�.�n
Title: dLE'
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title: C► 1 ; o
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Attachments:
1. Exhibit A - Legal Description
2. Exhibit B- Plat Map
3. Exhibit C - Affordable Housing Covenant
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APN: 479-071-36 (Adjacent) City of Fresno/CA-FRESNO INVESTMENTS/JENSEN&GSB
EXHIBIT "A"
STREET VACATION
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST
QUARTER OF SECTION 14, TOWNSHIP 14 SOUTH, RANGE 20 EAST, MOUNT
DIABLO BASE & MERIDIAN, FRESNO COUNTY, STATE OF CALIFORNIA,
ACCORDING TO THE UNITED STATES GOVERNMENT TOWNSHIP PLATS
THEREOF, SAID PORTION ALSO BEING ADJACENT TO LOTS 1 AND 3 OF
TRACT No. 2135, RECORDED IN VOLUME 23 OF PLATS PAGE 94, FRF,SNO
COUNTY .RECORDS, AND REAL PROPERTY QUITCLAIMED PER DOCUMENT
No. 94164819, RECORDED ON OCTOBER 25, 1994, OFFICIAL RECORDS OF
FRESNO COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE MOST SOUTHEASTERLY CORNER OF LOT 1 OF SAID
TRACT No. 2135; THENCE NORTH 38°57'34" WEST, A DISTANCE OF 660.74
FEET; THENCE NORTH 68°55'23" EAST, A DISTANCE OF 27.32 FEET TO A
POINT ON THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF GOLDEN STATE
BOULEVARD, ALSO BEING THE TRUE POINT OF BEGINNING; THENCE
SOUTH 38057'34" EAST PARALLEL WITH AND 74.00 FEET SOUTHWESTERLY
FROM THE CENTERLINE OF SAID GOLDEN STATE BOULEVARD, A
DISTANCE OF 402.35 FEET; THENCE SOUTH 51°02'26" WEST, A DISTANCE OF
2.00 FEET; THENCE SOUTH 38°57'34" EAST PARALLEL WITH AND 76.00 FEET
SOUTHWESTERLY FROM THE CENTERLINE OF SAID GOLDEN STATE
BOULEVARD, A DISTANCE OF 250.00 FEET; THENCE NORTH 51 °02'26" EAST,
A DISTANCE OF 5.00 FEET; THENCE NORTH 38°57'34" WEST PARALLEL WITH
AND 71.00 FEET SOUTHWESTERLY FROM THE CENTERLINE OF SAID
GOLDEN STATE BOULEVARD, A DISTANCE OF 128.08 FEET; THENCE NORTH
38°50'49" WEST, A DISTANCE OF 150.26 FEET; THENCE NORTH 38°57'34" WEST
PARALLEL WITH AND 55.00 FEET SOUTHWESTERLY FROM THE
CENTERINE OF SAID GOLDEN STATE BOULEVARD, A DISTANCE OF 374.87
FEET; THENCE SOUTH 51 °02'26" WEST, A DISTANCE OF 19.00 FEET TO THE
TRUE POINT OF BEGINNING.
CONTAINS 9,650.1 SQUARE FEET, MORE OR LESS.
v
fro: L 6945
PWF# r,
PLAT: * e"
s �(
P k OF rnta��
17070 Vacation Exhibit A.doc
L9 N N\
—L7\
L6
......
-.-•-• - - . ^ EAST •JE'NSEN A VENUE -�
LEGEND SOUTH LINE OF SECTION 14�
PARCELS A AND B OF PARCEL MAP NO. 76-51, IN THE CITY OF
FRESNO, COUNTY OF FRESNO. STATE OF CALIFORNIA, RECORDED IN
BOOK 25 PAGE 76 OF PARCEL MAPS, FRESNO COUNTY RECORDS.
LOT 1 OF TRACT NO. 2135, IN THE CITY OF FRESNO, COUNTY OF
FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF
RECORDED IN BOOK 23 PAGE 94 OF PLATS, FRESNO COUNTY RECORDS.
THAT PORTION OF ABANDONED GOLDEN STATE BOULEVARD ADJACENT TO
�f THE NORTHEASTERLY LINE OF SAID LOTS, SAID LAND HAVING BEEN
ABANDONED BY THE CITY OF FRESNO BY INSTRUMENT RECORDED
OCTOBER 25, 1994 AS DOCUMENT NO. 94164816 OF OFFICIAL RECORDS,
WHICH WOULD ACCRUE BY OPERATION OF LAW.
INDICATES AREA OF RIGHT—OF—WAY TO BE VACATED.
RETURNED TO APN 479-071-36
CONTAINS 9,650.1f SQUARE FEET
SOURCE OF DATA OWNER /APPLICANT:
QUITCLAIM DEED RECORDED AS DOCUMENT No. CALIFORNIA—FRESNO INVESTMENT COMPANY
94164819 ON OCTOBER 25. 1994, OFFICIAL 405 N. PALM AVENUE
RECORDS OF FRESNO COUNTY, T� FRESNO, CA 93701
y FAX: (559) 266— 3115
SCALE: 1" — '
200 100 ❑ 20C
SCALE IN FEET
PLOT VIEW: VAC 1
AUTOCAD 10: 1707C.DWG
R.W.GREENWOOD ASSOCIATES, INC,
CIVIL ENGINEERING — LAND SURVEYING
25M E. OLIVE AVE. — FRESNO. CALIFORNIA 93701 — Tel. (559) 268-7831
W.O. No. 0-17Q77Q AUGUST 21 2024
EXHI BI T "B "
L11
L2
u)1Z
6
LLI
{/? WEST LINE OF SECTION 14 \
tit
\
J
EAST GARRETT A VEN[J
:TOWNSHIP
ORNER, SECTION 14,
SOUTH, RANGE 2Q EAST,
O
CQ
CENTERLINE OF
GOLDEN STATE BOULEVARD
`Y:
Cn
O
G`
MOUNT DIABLO BASE & MERIDIAN. SOUTHEASTERLY CORNER OF LOT 1
L — OF TRACT No. 2135
LINE TABLE
L#
BEARING
DISTANCE
L1
(N 38°57'34"W)
(660.74')
L2
(N 68°55'23"E)
(27.32')
L3
(S 38°57'34"E)
(402.35')
L4
(S 51°02'26"W)
(2.00')
L5
(S 38°57'34"E)
(250,00')
L6
(S 51°02.26"W)
(24.06)
L7
N 51°02'26"E
5.00'
L8
N 38°57'34'W
128.08'
L9
N 32°50'49"W
150.26'
L10
N 38°57'34"W
374.87'
L11
S 51°02'26"W
19.00'
REF- & REV. CITY OF FRESNO PROD_ ID.
PW FILE FUND NO.
S_ DEPARTMENT OF PUBLIC WORKS ORG. NO.
PLA STREET VACATION DR. BY PwL SHEET NO.
PLAT No. CH. BY
A PORTION OF GOLDEN STATE BOULEVARD, LOCATED IN THE of 1 SHEETS
SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 14, DATE
TOWNSHIP 14 SOUTH, RANGE 20 EAST. M.D.B.&M. SCALE AS SHOWN 15-A-