HomeMy WebLinkAboutE. & J. Gallo Winery - Agreement for Purchase - 2.17.222
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AGREEMENT FOR PURCHASE AND SALE OF A PERMANENT
STREET EASEMENT AND ESCROW INSTRUCTIONS
APN's 496-220-16s & 496-220-17s
City Project No.: PW00942
This Agreement for a Permanent Street Easement and Right of Way (Agreement) is
entered into by and between E. & J. GALLO WINERY, A CALIFORNIA
CORPORATION, (GALLO), (Owner), without regard to number or gender, and the
CITY OF FRESNO, a municipal corporation (City).
1. The real property which is the subject of this Agreement, hereinafter "Subject
Property", is a Permanent Street Easement to facilitate the widening of North
Fowler Avenue, South of East Clinton Avenue, situated in the City of Fresno,
County of Fresno, State of California, being approximately 21,211 square feet
in size, within Assessor's Parcel Numbers 496-220-16s, & 496-220-17s, as
described on Exhibit "A" and depicted on Exhibit "B", attached hereto and
incorporated herein by reference.
Owner agrees to grant to the City a permanent street easement and right-of
way, (Easement) for public street purposes over, under, through, and across the
Subject Property, free and clear of all liens, encumbrances, and restrictions of
record.
3. City shall pay Just compensation of NINETY-NINE THOUSAND, FOUR
HUNDRED DOLLARS ($99,400) for the Easement, including cost to cure
damages, benefits and/or severance damages to the remainder, if any, as
described on Exhibit "C", attached hereto and incorporated herein by reference,
for the Subject Property.
4. Clause 3 above may include payment for the replacement of landscaping and/or
irrigation facilities that are within the area being acquired for this project and the
irrigation lines will be removed by the City in order to proceed with the
construction of the project. City will remove such lines and landscaping and
Owner agrees not to seek additional compensation arising from such removal.
5. The Effective date of this Agreement shall be upon its duly authorized execution
by the City and the payment of NINETY-NINE THOUSAND FOUR HUNDRED
DOLLARS ($99,400) just compensation to the Owner.
6. 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. Owner agrees to hold the City harmless and reimburse the City for any and all
losses and expenses as to the Subject Property by reason of any claims to
compensation by any past or current owner or tenant of the said Subject
Property held by any tenant of the Owner.
8. The sale shall be completed through an External Escrow to be opened at Placer
Title Company located at 7700 N. Palm Avenue, #101, Fresno, CA 93711,
Attention: Adrienne Ripley, email aripley@placertitle.com. Said escrow shall be
opened upon the following terms and conditions, and the Owner and City by
their signature to this Agreement make this paragraph their escrow instructions:
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a. The City shall deposit the sums specified in Paragraph 3 of this
Agreement and the closing costs in escrow upon receipt of a demand
and statement from said title company.
b. Payment of said sums, less Owner's cost to clear any monetary liens, if
any, may be made to Owner only when escrow holder possesses and is
in a position to deliver to the City a fully executed and acknowledged and
recorded easement deed to the subject property free and clear of all
monetary liens.
c. The 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 the 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 monetary
liens created by Owner. The Owner's obligation herein to indemnify and
hold harmless the City shall not exceed the amount paid to the Owner
under specified in Paragraph 3.
d. It is understood that Owner shall be responsible for the payment of all
taxes, penalties, redemptions, and assessments allocable to the subject
property, except that City shall be reasonable for any charges, costs or
liabilities arising from the widening of Fowler Avenue and the easement
conveyed under this Agreement.
e. The escrow fee, cost of policy of title insurance, recording fees (if any),
shall be paid by the 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. "As Is" Transaction and Waivers and Releases. City represents and warrants that
City has conducted or has been allowed to conduct a full visual inspection of the
Property and all tests necessary to determine the physical and environmental
condition of the Property. CITY SPECIFICALLY ACKNOWLEDGES THAT
GALLO IS SELLING AND CITY IS PURCHASING THE RIGHTS CONVEYED
HEREIN ON AN "AS IS WITH ALL FAULTS" BASIS AND THAT CITY IS NOT
REL YING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, FROM GALLO OR ITS AGENTS AS
TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT
LIMITATION the physical condition of soils, geology and the compliance of the
Property with any applicable codes, laws, regulations, statutes, ordinances,
covenants, conditions and restrictions of any governmental of quasi-governmental
entity or of any other person or entity, the presence or removal of hazardous or
toxic materials, substances or wastes on, under or about the Property, and the
presence or removal of archeological artifacts on, under or about the Property. City
waives its right to recover from Gallo, and the employees and agents of Seller, and
forever releases and discharges Seller from any and all damages, claims, losses,
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liabilities, penalties, fines, liens, judgments, costs, or expenses whatsoever
(including, without limitation, attorneys' fees and costs), whether direct or indirect,
known or unknown, foreseen or unforeseen, that may arise on account of or in any
way be connected with the physical condition of the Property or any law or
regulation applicable thereto. City expressly waives the benefits of Section 1542 ,
of the California Civil Code, which provides as follows: "A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED
THE SETTLEMENT WITH THE DEBTOR."
10. 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. Seve rab il ity. 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. Interp reta ti on. 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.
f Attorn ey'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
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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
herein is by such reference incorporated into and made a part of this
Agreement for all purposes .
j. Extent of Ag reement. 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 City and the Owner.
[SIGNATURE PAGE TO FOLLOW]
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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, E. & J. GALLO WINERY,
A California municipal corpo ation A California Corporation
1. Exhibit "A"
~ CLERKBr. g. ?/11/;J.2. Exhibit "B"
3. Exhibit "C" ~ ~ /L-
OED FOR APPROVAL:
By : ✓,,._,~ ~ G-/ ~-;) I By : -
Victoria Gonzales Date
Senior Real Estate Agent
By: <:::P fo li5 /J.\
R~lia Date
Supervising Real Estate Agent
APPROVED AS TO FORM :
DOUGLAS T. SLOAN
City Attorney
By: 7 ---7< ~ 1 I z..'i Ii..,
Kristi Costa Dafe '
Deputy City Attorney
Attachments:
Date
ATTEST:
-YVONNE SPENCE, MMC CRM
City Clerk~
By: =-------,------------::=---c--0 e put y Date
AffEST:
TODD STERMER,CMC
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APN 496-220-17s (portion) & 496-220-16s (portion)
Street Easement
Exhibit "A"
That portion of the Southeast Quarter of Section 28, Township 13 South, Range 21 East, Mount
Diablo Base and Meridian, described as follows:
Commencing at the East Quarter corner of said Section 28; Thence North 89°51 '42" West, along the
North line of said Southeast Quarter of Section 28, a distance of 83.00 feet; Thence South 00°04'27"
West, parallel with and 83.00 feet West of the East line of said Section 28, a distance of 69.98 feet to
the True Point of Beginning.
Thence South 89°55'33" East, along the existing right-of-way of North Fowler Avenue, a distance of
4.52 feet; Thence South 28°55'34" East, along the existing right-of-way of North Fowler Avenue, a
distance of 42.59 feet; to a point on a non-tangent curve, concave to the East having a radius of 1139
feet, a radial line from said point bears North 86°32'24" East; Thence Southeasterly along said curve,
also being along the existing right-of-way of North Fowler Avenue, through a central angle of
06°35'05", an arc distance of 130.90 feet; to the point of curvature of a reverse curve concave to the
West having a radius of 1111.00 feet; Thence Southwesterly along said reverse curve, also being
along the existing right-of-way of North Fowler Avenue, through a central angle of 10°07'09", an arc
distance of 196.22 feet; Thence South 00°04'27" West, along the existing right-of-way of North Fowler
Avenue, a distance of 1,395.39 feet, Parallel with and 25.00 feet West of the East line of said section
28; Thence North 00°51 '56" West, a distance of 487.70 feet; Thence North 00°04'27" East parallel
with and 33 feet West of the East line of said Section 28, a distance of 51.12 feet; Thence North
89°55'33" West, a distance of 6.50 feet; Thence North 00°04'27" East parallel with and 39.50 feet
West of the East line of said Section 28, a distance of 20 .00 feet; Thence South 89°55'33" East, a dis
tance of 6.50 feet; Thence North 00°04'27" East, parallel with and 33 feet West of the East line of said
Section 28, a distance of 475.00 feet; to a point on a tangent curve, concave to the West having a ra
dius of 2007.00 feet; Thence Northwesterly along said curve, through a central angle of 03°30'46", an
arc distance of 123.04 feet; to a point on a non-tangent line to said curve, a radial line from said point
bears South 86°33'22" West; Thence North 89°55'33" West, a distance of 2.72 feet; Thence North
00°04'27" East parallel with and 39.50 feet West of the East line of said section 28, a distance of
20.00 feet; Thence South 89°55 '33" East, a distance of 1·.39 feet; to a point on a non-tangent curve,
concave to the west having a radius of 2007 .00 feet, a radial line from said point bears South
85°59'02" West; Thence Northwesterly along said curve, through a central angle of 02°22'53", an arc
distance of 83.42 feet to the point of reverse curvature of a curve concave to the east having a radius
of 2073.00 feet; Thence Northeasterly along said reverse curve through a central angle of 2°07'39",
an arc distance of 76 .97 feet; Thence North 11°10'33" West, a distance of 45.91 feet; Thence North
00°04'27" East, parallel with and 62.00 feet West of the East line of said section 28, a distance of
287.16 feet; Thence North 13°10'55" West, a distance of 91.59 feet TO THE TRUE
POINT OF BEGINNING.
Contains an area of 21,328 square feet, more or less .
12/15/2020
Date : -------
~ ·· Jc]Prepared by: -----.;;....:::;-.--=---
Ruben Aparicio 111
Professional Land Surveyor 8026
__
POC
LI
035' *25'
TIWJ ~ I
OF BEGINNI . I
DETAIL "A"
1"=100'
DETAIL "B"
1"=40'
I
I
I
lRUE POI
OF BEGIN
S00'04'27'W
1395.39
@ PRE.WlUSLY DEDK'.ATED FOR PUBUC
STREET PURPOSES AS PER THE
SUBDMSION MAP OF SECTION 2B,
T 13 S, R 21 E. M.D.8 ct M.
@ PRE.WlUSLY DEDK'.ATED FOR PUii.JC
STREET PURPOSES AS PER
DOCUMENf RECORDED OCTOBER 3,
2001 AS DOCUMENT NO.
2001-0145510 FRESNO COUNTY
RECORDS
~ HATCHED ARfA TO BE DEEDED
IOC20:I FOR PUil.iC STREET EASEMENT
PURPOSES
M£A • 21,326 SQ. FT.
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SEE DETAIL •ff,J_.
THIS SHEET.
liPN 496-220-17S
TIIE NORlH UNE OF TIIE SE ¼OF E\hihil "B"
SECOON 28, TOWNSHIP 13 SOUTH,
RANGE 21 EAST, MOUNT DIASlD
BASE ~D MERIDW.
L6
N0004'27'
51.12'
L5
-..c~c.;a._---1
(
APN 496-220--165
POC
THE EAST ¼CORNER OF
SECTION 26, TOWNSHIP 13 SOUTH,
RANGE 21 EAST, MOUKT DWI..O
BASE N«J MERIOW4
N
SCALE:
1·-250'
LINE TABLE
LINE # LENGTH BEARING
L1 83.00' N89' 51' 4'1:W
L2 69.98' so· 04• 2rw
L3 4.52' sag· 55· 33"E
L4 42.59' S28' 55' 34-"E
L5 6.50' N89' 55' 33'W
L6 20.00' NO' 04' 2iE
L7 6.50' S89' 55' 33"E
LB 2.72' NB9' 55' 33"W
L9 20.00' No· 04' 2TE
LlO 1.39' S89' 55' 33"E
L11 45.91' N1 r 10' 33"W
L12 287.16' NO-04' 2TE
L13 91.59' N1J 10· ss·w
CURVE TABLE
CURVE# LENGTH RADIUS DELTA TANGENT
C1 130 .90' 1139.00' 6'35'05" 65.52'
C2 196.22' 1111.00' 10-07'09" 98.36'
C3 123.04' 2007.00' 3"30'46" 61.54'
C4 83 .42' 2007.00' 2·22•53• 41.71'
cs 76.97' 2073.00' 2'07'39" 38.49'
lHE EAST LINE OF THE SE J( OF
SECOON 26, TOWNSHIP 13 SOUTH,
RANGE 21 EAST, MOUKT DIABlO
BASE ~D MERIDIAN
RADIAL TABLE
RADIAL # DIRECTION
Rl NB6' 32' 24" E
R2 N79' 57' 18" E
R3 S86' 33' 22"W
R4 S85' 59' 02"W
RS S83' 36' 09"W
PROJ. 10. -----
FUND NO. _____CITY OF FRESNO
ORO. NO.REF. ii: RE.V.
DR. BY: J.R.T-6214 SHEET NO: 1A PORIION OF lHE SClUTl9m' QUARIER Of SECTION 28, T IJ S. R 21 E, CH, BY:M.0.9. a: M., TO BE DEEDED TO TI£ aTY OF FRESNO FOR:2020-009 SCAI.E:_Ni_N01ED OF 1 SHEETPUBLIC STREET EASEMENTS PURPOSES DATE: 12/14/2020 15-A-9620