HomeMy WebLinkAboutPatel - Agreement - 4-24-2023uul.uollylI CI IVCIuF1C IV. I D0IJJD0U-00L4-40J I-/'1DI V-rI I.,Uoomo 1 1U4
DocuSign Envelope ID: 5589210D-BC20-422D-BCC8-D8C2C30224E5
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS
Assessor's Parcel Number: 436-260-22
3876 North Blackstone Avenue, Fresno, CA 93726
This Agreement for Purchase and Sale of Real Property and Escrow Instructions
(Agreement) is entered into by and between the CITY OF FRESNO, a municipal
corporation, (City or Buyer) and PRABHATBHAI T. PATEL and SUSHILABEN P.
PATEL as TRUSTEES of The Prabhatbhai T. Patel and Sushilaben P. Patel Living
Trust u/t/d dated September 12, 2019, (Seller). City and Seller are collectively referred
to herein as "the Parties."
RECITALS
A. Seller is the owner of real property located at 3876 N. Blackstone Avenue, in the
City of Fresno, Assessor's Parcel Number 436-260-22 (Subject Property).
B. City desires to purchase the Subject Property to facilitate the development of an
affordable housing project.
C. City has been in active negotiations with Seller for the Purchase and Sale of the
Subject Property.
D. City now wishes to purchase from Seller and Seller now wishes to sell to City, the
Subject Property, subject to the terms and conditions 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:
1. Subject Property. The Subject Property is located at 3876 N. Blackstone
Avenue, in the City of Fresno, County of Fresno, State of California, identified as
Assessor's Parcel Number 436-260-22, which includes fixtures and
improvements located on the property and all rights, privileges, and
appurtenances, including any permits and easements. A legal description of the
Subject Property is described in Exhibit A, attached hereto, and incorporated
herein by reference.
2. Fee Title. Seller shall grant the Subject Property to City in fee, free and clear of
all liens, encumbrances, and restrictions of record.
3. Purchase Price. City shall pay Seller Four Million Four Hundred Thousand
Dollars ($4,400,000) (Purchase Price) for the Subject Property.
4. Effective Date. The Effective Date of this Agreement shall be upon its duly
authorized execution by the Parties after City Council approval.
5. Right to Sell. Seller represents and warrants it holds fee title to the Subject
Property, that it has the authority to enter into this Agreement, and that the
Subject Property is free and clear of all liens, encumbrances, and restrictions of
record. Seller agrees to hold City harmless and reimburse City for any and all
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losses and expenses as to the Subject Property by reason of any change in
ownership or lease held by any guest or tenant of the Seller.
6. Escrow Instructions. The sale shall be completed through an External Escrow
to be opened at Placer Title Company, located at 7700 N. Palm Avenue, Suite
101, Fresno, CA 93711 (Escrow Holder). Said escrow shall be opened upon the
following terms and conditions, and Seller and City by their signature to this
Agreement, make this paragraph their escrow instructions:
a. Deposits. The City shall deposit the sums specified in Paragraph 3 of this
Agreement and the allocable closing costs in escrow upon receipt of a
demand and statement from Escrow Holder:
i. Non -Refundable Deposit. Within ten days of the Effective Date of
this Agreement, City shall deposit with Escrow Holder the sum of
Five Hundred Thousand Dollars ($500,000) (the Non -Refundable
Deposit). The Non -Refundable Deposit shall be applied to the
Purchase Price at Close of Escrow.
ii. Balance of Purchase Price. City shall pay the balance of the
Purchase Price, less the Non -Refundable Deposit to 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
City and Seller a separate accounting of all funds received and
disbursed for each party.
Payment of said sums, less Seller's cost to clear title, if any, may be made
to Seller only when Escrow Holder possesses and is in a position to
deliver to the City, a fully executed, acknowledged, and recorded deed to
the Subject Property, free and clear of all liens, encumbrances, and
restrictions of record.
b. Feasibility Period. City shall have the right to examine the feasibility of
the Subject Property for a period of sixty days after the Parties have
executed this Agreement (the Feasibility Period). City, in its sole and
absolute discretion, shall have the authority to waive all, or any portion of
the Feasibility Period at any time prior to expiration of the Feasibility
Period by providing written notice to Escrow Holder and Seller.
i. Access. City 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 City elects to have
performed upon reasonable notice to the Seller. City agrees to
indemnify and hold Seller harmless from any and all liability, loss,
cost, damage, or expense that Seller may sustain or incur by
reason of, or in connection with, such entry, studies, inspections,
evaluations, tests, or surveys conducted by City during the
Feasability Period.
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ii. Feasibility Package. Seller shall deliver to City a feasibility
package within five days of execution of this Agreement. The
following shall be included as due diligence in the package to the
extent in the possession or control of Seller.
1. Any documents relating to special assessment or bonds;
2. All known current litigation affecting the Subject Property;
3. All environmental reports,
4. Copy of all fees paid related to the Subject Property;
5. Updated preliminary title report and underlying documents
and surveys;
6. All Plans and any history of repairs or maintenance;
7. List of any and all existing and in -place vendor
contracts/agreements (e.g. utilities, ect.);
8. Any existing physical, environmental, soil, engineering, etc.,
studies and reports on the Subject Property; and
9. Any other documents or information related to the Subject
Property that City shall require.
C. Defects in Title. City reserves the right to accept title to. the Subject
Property to be acquired by City herein subject to certain defects in any or
all matters of record title. In consideration for Seller receiving the total sum
stated in Paragraph 3., the undersigned Seller 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 Subject Property. The Seller's obligation herein to indemnify
and hold City harmless shall not exceed the amount paid to the Seller
specified in Paragraph 3.
d. Financial Liabilities. It is understood that Seller shall be responsible for
the payment of all taxes, penalties, redemptions, and costs allocable to
the Subject Property.
e. Costs. The Parties shall each pay one half of the escrow fee; Seller shall
provide City with a CLTA policy of title insurance; recording fees (if any)
shall be as customary in Fresno County; all other closing costs shall be
paid by the City; Seller will pay any cost to convey title to the Subject
Property.
f. Disbursement. Disbursement 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.
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g. Close of Escrow. Close of Escrow for the Purchase and Sale of the
Subject Property shall occur on or before July 31, 2023. The following
Conditions of Sale must be met prior to Close of Escrow:
i. City's approval of contents of preliminary title report and
exceptions;
ii. City's approval of any engineering reports;
iii. No pending litigation against the Subject Property and no notices of
violation of law;
iv. City's approval of preliminary title report,
V. City's approval of physical inspection of the Subject Property.
vi. City's completion, approval, or waiver of the Feasibility Study;
vii. Approval of this Agreement by the City Council of the City of Fresno
prior to execution by City; and
viii. Escrow Holder is in possession of a good and sufficient grant deed,
duly executed by Seller.
ix. Seller's delivery of the Subject Property at Close of Escrow to City
without any guests or tenants;
7. Possession. Sole and exclusive possession of the Subject Property shall be
delivered to City on the Close Date, free of all claims from Seller or any third
persons under leases or otherwise. Seller represents there are no long-term
leases or rentals on the Subject Property and furthermore confirms Seller will
take no affirmative steps to create a long-term lease or rental on the Subject
Property prior to or after execution of this Agreement.
8. Relocation. The Parties shall take all legally required steps to minimize
displacements of persons (families, individuals, businesses, nonprofit
organizations and farms) as a result of the City's planned use of the Subject
Property and services rendered in pursuit thereof. The Parties acknowledge and
agree, that under applicable law, a displaced person must be provided relocation
assistance in accordancfe with regulations implementing the Uniform Relocation
Assistance and Real Property Acquisition Policies Act of 1970 (URA) (42 U.S.0
4601-4655)_
9. Commission. At the Close of Escrow, and through escrow, Seller shall pay a
brokerage commission to Seller's broker, Joshua Mettee of Mettee & Co., Inc.,
pursuant to a separate agreement. Seller and City shall defend and indemnify
each other from any claims for commissions or fees arising from either party
dealing with any other broker or agent other than those specified herein. City is
not represented by a broker and shall not incur or be responsible for any
commission fees involving any commission fees earned upon Close of Escrow.
10. Condition and Inspection of Subject Property. Notwithstanding any other
provision of this Agreement to the contrary, Seller has not expressly or impliedly
made any representations, guaranties, promises, statements, assurances, or
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warranties of any kind concerning the Subject Property. Seller has not conducted
any investigation regarding the condition of the Subject Property.
11. Default and Remedies._
a. City's Default. IF CLOSE OF ESCROW SHALL FAIL TO OCCUR
BECAUSE OF THE CITY'S DEFAULT UNDER THIS AGREEMENT,
SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RETAIN
THE CITY'S NON-REFUNDABLE DEPOSIT TOGETHER WITH ALL
ACCRUED INTEREST THEREON. ANY CITY DEPOSIT MADE IN
EXCESS OF THE NON-REFUNDABLE DEPOSIT SHALL BE
REFUNDABLE AT ALL TIMES AND RETURNED TO THE CITY, UPON
REQUEST.
b. Seller's Default. IF THE CLOSE OF ESCROW SHALL FAIL TO OCCUR
BECAUSE OF SELLER'S DEFAULT UNDER THIS AGREEMENT, CITY
MAY (1) TERMINATE THIS AGREEMENT, IN WHICH EVENT THE
ENTIRE NON-REFUNDABLE DEPOSIT PREVIOUSLY MADE BY CITY
AND ALL OTHER FUNDS DEPOSITED BY CITY SHALL BE RETURNED
TO CITY UPON DEMAND AND THE PARTIES SHALL THEREAFTER
HAVE NO OBLIGATIONS UNDER THIS AGREEMENT OR ADDITIONAL
LIABILITY TO ONE ANOTHER; OR (2) MAINTAIN THIS AGREEMENT IN
EFFECT AND PURSUE AN ACTION FOR SPECIFIC PERFORMANCE;
OR (3) PURSUE ANY OTHER REMEDY AT LAW OR EQUITY,
INCLUDING BUT NOT LIMITED TO AN ACTION FOR DAMAGES.
12. Indemnity. Seller shall indemnify, hold harmless, and defend the City, its
officers, agents, employees, and volunteers from any liability, loss, fines,
penalties, forfeitures, claims, expenses, and costs, whether incurred by the
Seller, City, or any other third party, arising directly or indirectly from the release,
presence or disposal of any hazardous substances or hazardous materials (as
now or hereafter defined in any law, regulation or rule) in, on, or under the
Subject Property that occurred 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 in effect as of the effective
date of this Agreement. Costs or losses covered will include, without limitation,
consultants, engineering, investigator fees, clean up or disposal costs and
reasonable attorneys' fees, and actual damages.
13. 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
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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: PRABHATBHAI T. PATEL and
SUSHILABEN P. PATEL as TRUSTEES
of The Prabhatbhai T. Patel and
Sushilaben P. Patel Living Trust u/t/d
dated September 12, 2019
C/O Joshua Mettee,
Mettee & Co., Inc.,
7621 N Del Mar Avenue, Suite 102
Fresno, CA 93711
Email: jbmettee@gmail.com
Telephone: (559) 313-7742
TO CITY. CITY OF FRESNO
Attention: City Manager
2600 Fresno Street
Fresno, CA 93721
Telephone: (559) 621-8000
TO ESCROW HOLDER: Placer Title Company
Attention: Darryl Evans, Escrow Officer
7700 N. Palm Avenue, Suite 101
Fresno, California 93711
Telephone: (559) 261-8929
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.
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14. 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.
f. 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
herein is by such reference incorporated into and made a part of this
Agreement for all purposes.
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j. Non -Material Changes. The City Manager of the City, or designee,
may execute any supplemental escrow instructions and may make
minor modifications to this Agreement, the exhibits, and the
documents referenced herein, on behalf of the City, and by virtue of
an amendment mutually signed by Seller, provided such modifications
do not constitute a material change to this Agreement.
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 City and the Seller.
I. Counterparts. This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original, but all of
which, when taken together, shall constitute one and the same
instrument.
(SIGNATURES FOLLOW ON THE NEXT PAGE.)
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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,
A California municipal corporation
— DocuSigned by:
^ By: 4/24/2023
_
Georgeanne A. White Date
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By: VIK. q
Tracy N. ateputy
anian Date
Supervisin City Attorney
q_j3-,4!q
ATTEST:
TODD STERMER, CMC
City Clerk
DocuSigned by:
By: 'rl�tq q6w 4/24/2023
IEJ Date
Attachment:
Exhibit A — Legal Description
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SELLER,
PRABHATBHAI T. PATEL and
SUSHILABEN P. PATEL as TRUSTEES
of The Prabhatbhai T. Patel and
Sushilaben P. Patel Living Trust u/t/d
dated September 12, 2019
,— DocuSigned by:
By: P0f*91_6H( fi =PAS%
Prab atbhai T. Patel, Trustee
Date: 4/13/2023
DocerSignar:f by:
By: SI�Mbftj P. PANG
Sushilaben P. Patel, Trustee
Date: 4/13/2023
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EXHIBIT A
LEGAL DESCRIPTION
PARCEL B OF PARCEL MAP NO. 74-18, IN THE CITY OF FRESNO, COUNTY
OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF
RECORDED IN BOOK 12, PAGE 70 OF PARCEL MAPS, FRESNO COUNTY
RECORDS.
TOGETHER WITH AN EASEMENT FOR A MOTEL SIGN LOCATED WITHIN
THE WESTERLY 12 FEET OF PARCEL "A" OF PARCEL MAP NO. 74-18,
RECORDED APRIL 30, 1974 IN BOOK 12, PAGE 70 OF PARCEL MAPS,
FRESNO COUNTY RECORDS. EXCEPTING HOWEVER FROM SAID
EASEMENT THE RIGHT AND OPTION TO RELOCATE SAID SIGN TO ANY
OTHER LOCATION WITHIN THE WEST 12 FEET OF SAID LAND.
APN: 436-260-22
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