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Home My WebLink AboutJ Beast LP Purchase and Sale of Property Orange_East_Cedar Avenue Street Easement Project APN 330-021-24S and 25AGREEMENT FOR PURCHASE AND SALE OF PROPERTY AND ESCROW INSTRUCTIONS Orange/EasUGedar Avenue Street Easement Project APN Gity Project No. RC00l33 J Beast, LP, a California Limited Partnership , hereinafter called the "Seller," without regard to number or gender, hereby offers to sell to the CITY OF FRESNO, a municipal corporation, hereinafter called the "City," the hereinafter described property is being purchased for a public utility easement on the following terms and conditions: 1. All that real property which is the subject of this Agreement, and which is hereinafter for convenience referred to as the "subject propefty," is presently in fee simple title to that certain parcel of land situated in the City of Fresno, County of Fresno, State of California, more particularly described as Assessors' Parcel Number , located on the East side East Avenue; North of Central. Fudher the "subject propertv," to be acquired as an easement consists of 37,505 square feet and is depicted on Exhibit "A & B" and made part of this agreement. 2. The purchase price for the subject property shall be the sum of SIXTY-TWO THOUSAND SlX HUNDRED AND OO/1OO DOLLARS ($OZ,OOO.OO) as just compensation therefor, 3. Sellers acknowledge that the City has the power to acquire the subject propedy for public purposes by eminent domain. lf title does not pass to the City within the time provided by this Agreement, the City may begin eminent domain proceedings to acquire such possession or title. The parties agree and stipulate that the net sum payable to Sellers hereunder shall be conclusively deemed to be the totaljust compensation payable in such proceedings, and this Agreement may be filed with the court as stipulation upon which judgment may be entered in the eminent domain proceeding as to the just compensation to be paid to Sellers. Sellers waive all other defenses in said proceeding. 4. lt is agreed and confirmed by the City and the Seller 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 08'20'2015 I of 6 of improvements within the subject property shall commence on the close of escrow controlling this transaction or November 5,2015, whichever occurs first. 5. Seller represents and warrants that it has the authority to make the offer herein made, and that it holds fee title to said real property and can convey the subject propedy free and clear of all liens, encumbrances, and restrictions of record upon review and approval of an updated title reporl. 6. The sale shall be completed through an escrow to be opened at Fidelity National title Company,7475 N. Palm Avenue, Suite #101 , Fresno, Ca. 93711. Phone number is 559-431-8050. Escrow Number is FFOM-2O11502193- BW. Bernadette Watson is the escrow officer. Said escrow shall be opened upon the following terms and conditions, and the Sellers and City by their signature to this Agreement make this paragraph their escrow instructions: a. The City shall deposit the sums specified in Paragraphs 2 of this Agreement and the closing costs in escrow upon receipt of a demand and statement from said title company therefore. b. Payment of said sums, less Seller's cost to clear title, if any, may be made to Sellers only when escrow holder possesses and is in a position to deliver to the City a fully executed and acknowledged and recorded grant deed to the subject property and when said escrow holder stands ready to issue to the City a standard title insurance policy guaranteeing a title to said property in the City free and clear of all liens, encumbrances, and restrictions of record, except for: The City may require a partial subordination in order to obtain title insurance before close of escrow. c. lt is understood that Sellers shall be responsible for the payment of all taxes, penalties, redemptions, and costs allocable to the subject property. lt is further Seller's responsibility to apply to the County Tax Collector for any refund or decrease in taxes which may be granted. 08 20 2015 2of6 d.The escrow fee, cost of policy of title insurance, recording fees (if any), and all other closing costs shall be paid by the City. Sellers will pay any cost to convey the title to the subject property in the condition described in 6.b above. 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. Miscellaneous Provisions: 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. 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 in Fresno, California. Headinqs. 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. Severabilil¡. 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. 7 a. b. d. oB.2ô.2ors 3 of 6 8. Environmental lndemnity Seller shall indemnify, hold harmless, and defend the Buyer, its officers, agents, employees, and volunteers from any liability, loss, fines, penalties, fofeitures, claims, expenses, and costs, whether incurred by the Seller, Buyer, or any other third pady, 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 Closing. 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. Upon written notice from the Buyer, the Seller, at Seller's sole cost and expense, shall immediately assume the defense of any claims, suit or action brought against the City by any public body, individual, partnership, corporation or other legal entity, relating to any matter covered by this paragraph. Seller's obligations under this indemnity shall survive the close of escrow and the recording of the grant deed. 9. lt is understood and agreed that as a condition precedent hereto, this Agreement shall have no force and effect until approved by the Council for the City of Fresno. This Agreement is to remain open for one hundred and twenty (120 days) from the date hereof, and that upon its duly authorized execution within said time by the City, this Agreement shall become a contract for the purchase and sale of subject property binding upon Sellers and City, their heirs, executors, administrators, successors in interest, and assigns. 08,20.2015 5 of 6 This Agreement is executed by the City of Fresno by and through the Assistant Public Works Director or his designee of said City pursuant to authority granted SELLERS: J BEAST, LP, a Galifornia Limited Partnership By: Potter Pass, LLC a Galifornia Limited Liability Company, General Partner By: JBB l3 Trust, Sole Member RECOMMENDED FOR APPROVAL: SELLER,S SIGNATURE: BY ('u ,' - Scott Mozier. Director {o' a.p^rtment of Public Works Craig L. H Supervisin Date Ie Date Address of City: City of Fresno Public Works Department 2600 Fresno Street, Room 4019 Fresno, CA93721-3623 ATTEST: WONNE SPENCE, CMC City Clerk Address of Sellers: APPROVED AS TO FORM: DOUGLAS T. SLOAN City Attorney By tlfzol'ç Deputy Mre c-r> $/1a- I tn¿ ¿ - Ve /<9¡...a ¿. APN 08,20 2015 John Brelsford, T DareS¿/D, 4¿") BY Cathy Rodrþuez ate Agent 6 of 6