HomeMy WebLinkAboutMathews Limited Partnership - Property Purchase and Sale Agrmt for APNs 452-201-25T, 452-301-26T, 452-301-27T, and 452-301-30T/L -/oL
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REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
FRESNO, a public body, coryorate and politic ("Seller" or "successor Agency"), and
MATHEU/S LIMITED PARTNERSHIP, a California limited partnership ("Buyer"), enter into
this Real Property Purchase and Sale Agreement and Joint Escrow Instructions (the
"Agreement"), effective as of the date that the Buyer has executed it and the Agency Board has
approved it.
RECITALS
A. The Seller owns certain real property within the Project Alea, and the City of Fresno
commonly known as APNs 452-30L-25T,452-30I-26T,452-301-21T &.452-301-30T,
Fresno, California, and more particularly described in Exhibit A, attached, (the
"Propertyl').
B. The former Redevelopment Agency was responsible for implementing the redevelopment
plan (the "Plan") governing the land area identified as the Central Business District
Redevelopment Plan Area (the "Project Area"), in accordance with the California
Community Redevelopment Law (Health and Safety Code Sections 33000, et. seq.;
hereafter the "CRL"). The Plan and the CRL authorize the Agency to purchase property
for redevelopment purposes.
C. On January 26, 2012, the City Council adopted Resolution No. 2012-12 electing to serve
as the Successor Agency to the Redevelopment Agency of the City of Fresno ("successor
Agency"). Pursuant to Health & Safety Code Section 34181(a) the Oversight Board
("Oversight Board") shall direct the Successor Agency to dispose of certain Property, purchased by the former redevelopment agency with tax increment funds expeditiously
and in a manner aimed at maximizing value.
D. The Buyer has agreed to purchase the entire parcel as-is.
E. The Buyer desires to purchase the Property on the terms and conditions set forth in this
Agreement.
NO'W, THEREFORE, in consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1.
AGREEMENT
Purchase and Sale. Seller will sell the Property to Buyer, and Buyer will purchase the
Property from Seller on the terms and conditions set forth in this Agreement. Sale of
these Property is subject to compliance with Community Redevelopment Law of the
State (California Health and Safety code Sections 33000 et seq),
Conditions Precedent. Closing shall be conditioned upon performance of all of
obligations in this Agreement and satisfaction of the conditions listed in Sections 2.1,2.2,
and 2.3, provided that Seller may, in Seller's sole discretion, elect to waive any such
condition of Closing.
2.1 Compliance with CEQA. The applicable lead agency shall have complied with
the California Environmental Quality Act with respect to this Agreement, as
applicable.
2.2 Environmental Assessment. The Property is being sold in an "As is" condition.
The Buyer may perform a Phase 1 Environmental Site Assessment at Buyer's
cost. Seller shall provide Buyer with any copies of environmental reports
pertaining to the Property in Seller's possession without any wananty as to their
accuracy.
2.3 Approval of this Agreement by Successor Agency and Oversight Board.
Purchase Price. The purchase price for the Property is ONE HUNDRED AND
SEVENTY-FOUR THOUSAND DOLLARS ($tZ+,000.00) ("Purchase Price"). The
Purchase Price, subject to adjustments provided in this Agreement (if any), will be paid
by Buyer in cash or by wire transfer of immediately available funds at the Closing.
Seller's Warranties. Seller represents and warrants that: (a) Seller owns the Property,
free and clear of all liens, licenses, claims, encumbrances, easements, leases,
encroachments on the Property from adjacent Property, encroachments from the Property
onto adjacent Property, and any rights of way, other than those disclosed by the public
record; (b) Seller has no knowledge of any pending litigation involving the Property; (c)
Seller has no knowledge of any violations of, or notices conceming defects oÍ
noncompliance with any code, statute, regulation, ordinance, judicial order, judicial
holding, or other applicable law concerning the Property; (d) Seller has no knowledge of
any hazardous materials or substances (as now or hereafter defined in any law,
regulation, or rule) stored, discharged, or otherwise present in, on, or affecting the
Property; (e) Seller has no knowledge of any material defects in the Property; (Ð the
Property is currently vacant.
Seller's authority to sell the property may be subject to approval of the Oversight Board
of the Successor Agency and subject to the timelines set forth in California Health and
2.
-J.
4.
Safety Code section(s) 34170 -34191.
The continued accuracy in all respects of Seller's representations and warranties shall be a
condition precedent to Buyer's obligation to close. All representations and warranties
contained in this Agreement shall be deemed remade as of the date of Closing and shall
survive the Closing. ff any of the representations and warranties are not correct at the
time made or as of the Closing, Buyer may terminate this Agreement and there shall be
no further liability on the part of Buyer to Seller.
5. Opening EscrowÆscrow Deposit. Within ten (10) business days after the execution of
this Agreement by both parties, the parties will open an escrow ("Escrow") with Fidelity
National Title Company at 7485 N. Palm Ave. Suite 106, Fresno California ("Title
Company"), Attention: Bernadette'Watson, and Buyer shall deposit into Escrow the sum
equal to 57o of the total purchase price ("Deposit") to be placed in an interest bearing
account.
Agreement as Joint Escrow Instructions. This Agreement, when signed by
Buyer and Seller and deposited into escrow with the Title Company, will be the
parties' joint escrow instructions. Buyer and Seller will sign and deliver any other
form instructions the Title Company may require that are consistent with this
Agreement.
Deposits into Escrow. Buyer and Seller will deposit all instruments, documents,
money, and other items into escrow with the Title Company that (i) this
Agreement identifies or (ii) the Title Company may require that are consistent
with the terms and purposes of this Agreement, and necessary to Closing. Within
thirty (30) days after the Oversight Board and the Successor Agency Board
approve this Agreement, Seller will deposit into the escrow with Title Company,
or will conditionally deliver to Buyer, a recordable grant deed duly executed and
acknowledged before a notary public, and accompanied by documentation
reasonably necessary to establish the authority of any signatory executing such
deed on behalf of Seller.
Title. Seller will convey title of the Property to Buyer free and clear of all title
defects, liens, encumbrances, conditions, covenants, restrictions, leases or
agreements, except those agreed to in writing by Buyer.
Title and Closing Costs. Seller will pay any costs of clearing and conveying title
in the condition described in Section 5.3. Buyer will pay the cost of a CLTA or
ALTA owner's title policy insuring Buyer's title in the condition described in
Section 5.3. Escrow fees, costs to record the grant deed, etc., shall be split equally
between Buyer and Seller.
Closing. The escrow will be considered closed ("Closing" or "Close" or the
5.1
5.2
5.3
5.4
5.5
6.
7.
"Closing Date") on the date that the Title Company records the grant deed. The
escrow will be in condition to Close when all conditions to Close are satisfied or
waived, the Title Company is prepared to issue the title policy described herein,
and the Title Company is otherwise able to record the grant deed. Unless
extended by the mutual consent of the parties, the escrow and this Agreement
shall terminate if Closing does not occur within one hundred and eighty (180)
days following final execution of this Agreement (including attestation by the
Clerk) (the "Outside Closing Date"). Seller's Executive Director is authorized to
agree to administratively extend this Agreement as necessary to accommodate
satisfaction of conditions precedent. Upon termination of the escrow, the Title
Company will return all funds, including the Deposit, and documents to the
respective depositor, less any termination fee if applicable, and this Agreement
will be of no further effect except as herein provided. Notwithstanding the
foregoing, Buyer shall have the right to extend the Outside Closing Date for up to
two (2) extension periods of forty-five (a5) days each by providing written notice
to the Seller along with making an additional deposit of $2,500.00 for each
extension, such additional deposits to be applicable to the Purchase Price but
refundable only in the event of a Seller Default.
5.6 Recordation. At Closing, Title Company shall date the grant deed, and all other
undated documents in escrow, with the date of Closing, and the Title Company
shall record the grant deed, perfofinance deed of trust and all other documents
necessary to the Closing.
5.7 Disbursements. At Closing, Title Company shall disburse the Purchase Price,
less Seller's costs to clear title (placing it in the condition set forth in Section 5.3),
prorations, and other costs, if any, to Seller, when Title Company is committed to
issue a standard CLTA or ALTA owner's title insurance policy to Buyer insuring
its fee title in the condition set forth in Section 5.3, above, for the Purchase Price
or such lesser amount as Buyer may designate.
5.8 Risk of loss. Any loss or damage, to the Property or any improvements on it,
before Closing is at Seller's risk.
5.9 Broker. Neither party engaged a broker for this transaction.
Delivery of Possession. Seller shall deliver exclusive possession of the Property at
Closing.
Buyer's Right to Enter and Inspect the Property. Buyer shall have the right to enter,
inspect, and conduct any due diligence tests on the property that Buyer deems advisable.
Seller grants Buyer, and/or Buyer's agents, the right, upon 24 hours notice, to enter onto
the Property to conduct tests and investigations, if all the following occur: (a) Buyer
conducts tests and investigations at its sole cost and expense; (b) the tests and
investigations do not unreasonably interfere with Seller's possession.
8. Miscellaneous Provisions.
8.1
8.2
Further Assurances. Each party will sign and deliver further documents, or take
any further actions required to complete the purchase and sale described herein.
Notices. All notices and other communications required or permitted under this
Agreement shall be in writing and shall be deemed delivered: (a) on the date of
service if served personally on the person to receive the notice, (b) on the date
deposited in the U.S. mail, if delivered by depositing the notice or conìmunication
in the U. S. mail, postage prepaid, and addressed to the relevant party at the
address set forth below, (c) on the date of transmission if delivered by facsimile,
to the number provided below, that provides a transmission confirmation showing
the date and time transmitted, or (d) on the date of transmission if delivered
electronically via email and showing the date and time transmitted.
To Seller:
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY
OF THE CITY OF FRESNO,
a public body corporate and politic
Attention: Executive Director
2344Túare Street, Suite 200
Fresno, CA9372I
Phone No. : 559.62 1.7600
Fax No.: 559.498.1870
To Buyer:
MATHEWS LIMITED PARTNERSHIP,
a California limited partnership
Attention: Melissa Walters
548 N. Blackstone Avenue
Fresno, CA9370I
Phone No.: 559.233.521 9
Entire Agreement. Each Exhibit referred to in this Agreement is by that
reference incorporated into and made a part of this Agreement. This Agreement
is the entire agreement between the parties regarding the purchase and sale of the
Property, and supersedes all prior discussions, negotiations, commitments or
understanding, written or oral.
8.3
8.4 Amendment or Cancellation. Buyer and Seller may amend or cancel this
Agreement only by mutual written consent of the parties, unless otherwise
expressly provided herein.
8.5 Successors and Assigns. This Agreement is binding upon and shall inure to the
benefit of each party, and each party's heirs, successors, assigns, transferees,
agents, employees or representatives. The Buyer may assign this agreement and
its rights hereunder without the consent of Seller.
8.6 Time of the Essence. Time is of the essence of each term in this Agreement.
8.1 Attorneys' Fees. ff any party to this Agreement or the Title Company begins any
action, proceeding, or arbitration arising out of this Agreement, then as between
Buyer and Seller, the prevailing party shall be entitled to receive from the other
party, besides any other relief that may be granted, its reasonable attorneys' fees,
costs, and expenses incurred in the action, proceeding, or arbitration.
8.8 Governing Law. This Agreement and the legal relations between the parties
shall be governed by and construed according to California law. Venue for the
filing of any action to enforce or interpret this Agreement or any rights and duties
hereunder shall be in Fresno, California.
8.9 Headings. The section headings in this Agreement are for convenience only. The
headings are not part of this Agreement and shall not be used to construe it.
8.10 Waiver. If Buyer or Seller waives a breach of any provision herein, the waiver
will not be a continuing waiver. The waiver will not constitute a waiver of any
subsequent breach, or a waiver of a breach of any other provision hereof.
8.11 Severability. The provisions of this Agreement are severable. The invalidity or
unenforceability of any provision in this Agreement will not affect the other
provisions.
8.I2 Interpretation. This Agreement is the result of the combined efforts of the
parties. ff any provision of this Agreement is found ambiguous, the ambiguity
will not be resolved by construing this Agreement in favor or against any party,
but by construing the terms according to their generally accepted meaning.
8.13 Precedence of documents. If any conflict exists between the body of this
Agreement and any Exhibit or Attachment to it, the provisions of the body of this
Agreement will control and take precedence over the Exhibit or Attachment.
8.14 Counterparts. This Agreement may be executed in counterparts, each of which
when executed and delivered will be deemed an original, and all of which
together will constitute one instrument. Facsimile or electronic copy signatures
shall be deemed as valid and binding as original signatures.
8.15 Survival. All representations
provisions which, by their nature
and delivery of the grant deed.
and warranties, indemnifications, and other
are intended to continue, shall survive Closing
8.16 Seller's Default and Buyer's Remedies. ff the sale of the Property is not
consummated due to Seller's material default hereunder that is not cured within
five (5) business days of Notice from Buyer of Default, then Buyer shall have the
right, to elect, as its sole and exclusive remedy, to either (a) terminate this
Agreement by written notice to Seller, promptly after which the Deposit shall be
returned to Buyer, (b) waive the default and proceed to close the transaction
contemplated herein. Notwithstanding anything to the contrary contained herein,
Seller shall not be deemed in default unless and until Buyer provides Seller with
written notice of such default and Seller fails to cure such default within five (5)
business days of its receipt of such written notice.
IN WITNESS \\iHEREOF
forth below.
BUYER:
trustee of the separate property assets of
MELISSA MAUREEN WALTERS, under
the MICHAEL AND MELISSA WALTERS
Dated:lrh n<^ott (20
the Seller and Buyer have signed this Agreement on the dates set
SELLER:
SUCCESSOR AGENCY TO THE
,REDEVELOPMENT AGENCY
OF THE CITY OF FRESNO,
Marlene Murphey, Executi
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
Deputy
MATIIEWS LIMITED PARTNERSHIP,
TRUST, General Paftner
MELISSA \4iALTERS, as Trustee of the
MELISSA V/ALTERS 2OO9
IRREVOCABLE TRUST, General Partner
The Successor Agency to the sno has signed this
Agreement pursuant to authorit
ATTEST:
YVONNE SPENCE, CMC
Ex-officio Clerk
Deput
Dated: TnuvÀ 28 ,20
Attachments:
Exhibit A: Legal Description
EXHIBIT ''A''
LEGAL DESCRIPTION
EXHIBIT ''A''
Legal Description
For AP N/Pa rcel I D(s) : 452-301 -25, 452-301 -26, 452-301 -27 a nd 452-30 l -30
THE I.AND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FRESNO, COUNTY OF FRESNO,
STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL 1A:
The East 50 feet of the West 100 feet of Lots 19,20,21,22,23 and 24 in Block 25 of Belmont Addition, as per
map recorded in Book 1, Page 39 of Plats, Fresno County Records.
Together with that portion of the South half of the alley lying adjacent to the East 50 feet of the West 100 feet of
said Lot 19, as vacated and abandoned by Order of the Council of the City of Fresno, Resolution No. 80-603, a
certified copy thereof having been recorded November 6, 1980 in Book 7618 of Official Records, Page 496,
Fresno County Records, Document No. 108247, which would pass by operation of law.
Excepting from that portion of the Easterly 50 feet of the Westerly 100 feet of Lol24 in Block 25 of Belmont
Addition to the City of Fresno, described as follows:
Beginning at the Southwest corner of said Easterly 50 feet of said Westerly 100 feet; thence Easterly along the
Southerly line of said Lot, 50 feet; thence Northerly along the Easterly line of said Westerly 100 feet of said Lot,
2.74 feel; thence Northwesterly to a point on the Westerly line of said Easterly 50 feet of said Westerly 100 feet,
5.49 feet Northerly of the point of beginning; thence Southerly along said Westerly line 5.49 feet to the point of
begínning.
PARCEL 1B:
That portion of the East 1/3 of Lots 21, 22,23 and 24 in Block 25 of Belmont Addition to the City of Fresno, as per
map recorded October 17, 1887 in Book 1 of Plats at Page 39, Fresno County Records, described as follows:
Beginning at the Southwest corner of the East 1/3 of said Lot24, said Southwest corner bears North 89'47'27"
East, 100.00 feet from the Southwest corner of said Lol24;
Thence (1), along the South line of said Lol24, North 89"47'27" East, 1.12feet;
Thence (2), North 3"11'08" East, 90.20 feet to the North line of the South 15 feet of said Lot 21;
Thence (3), along said North line, South 89'48'04" West, 5.96 feet to the West line of the East 1/3 of said Lol21;
Thence (4), along the West line of the East 1/3 of said Lots 21 ,22,23 and 24, South 0"06'45" West, 90.04 feet to
the point of beginning.
PARCEL 1C:
The East 50 feet of Lots 19 and 20 and the East 50 feet of the North 10 feet of Lot 21 in Block 25, of Belmont
Addition, as per map recorded October 17, 1887, Book 1, Page 39, of Plats, Fresno County Records.
Excepting therefrom that portion lying Easterly of the following described line:
Beginning at a point in the North line of said Lot 19, said point bears South 89"48'28" West, 40.82 feet, from the
Northeast corner of said Lot; thence South 3'11'08" West, 60.13 feet, to a point in the South line of the North 10
feet of said Lot 21, said point bears South 89"48'04" West, 44.04 feel, from the Southeast corner of the North 10
feet of said Lot.
CLTA Preliminary Report Form - Modif¡ed (11.17.06)
SCA0002402 doc / Updated: I 1.24.15
Prinled: 01.26.16 @ 02:10 PM by
cA-sPS-1-1 6-FFOt\,t-20 I 1 6001 95
Title No.: FFOM-201 160019s-fvlw
EXHIBIT ''A"
Legal Description
(continued)
Together with that portion of the South half of the alley lying adjacent to that portion of said Lot 19 described
above, as vacated and abandoned by Order of the Council of the City of Fresno, Resolution No. 80-603, a certified
copy thereof having been recorded November 6, 1980 in Book 7618 of Official Records, Page 496, Fresno
County Records, Document No. 108247, which would pass by operation of law.
PARCEL 2:
That portion of Lots 17 and 18 in Block 25 of Belmont Addition to the City of Fresno, per map recorded October
17 , 1887, in Book 1 of Plats at Page 39, Fresno County Records and that portion of the abandoned alley adjoining
said Lot 18 on the South, described as follows:
Beginning at the intersection of the centerline of the alley adjoining Lot 18 on the South with the Southerly
prolongation of the Westerly line of said Lot 18;
Thence (1), along said Southerly prolongation and said Westerly line, North 0"29'02" East, 36.09 feet;
Thence (2), South 89"32'55" East, 1 11.12leet to the Westerly line of the land described in the deed to the State of
California, recorded July 27,1954, in Book 3474 at Page 509, Fresno County Official Records;
Thence (3), along last said Westerly line and its Southerly prolongation, South 3"35'14" West, 35.68 feet to said
centerline;
Thence (4), along said centerline, North 89"47'10" West, 109.19 feet to the point of beginning.
Except that portion of the underlying fee of the alley adjoining said Lot 17 on the West appurtenant to the above
described property, lying Northerly of the Westerly prolongation of the above Course (2).
PARCEL 3:
That portion of Lots 5 and 6 in Block 25 of Belmont Addition to the City of Fresno, as per map recorded October
17, 1887, in Book 1 of Plats at Page 39, Fresno County Records and that portion of the abandoned alley adjoing
said Lot 6 on the South, described as follows:
Beginning at the intersection of the centerline of the alley adjoing Lot 6 of the South with the Southerly prolongation
of the East line of the West I feet of Lot 6;
Thence (1), along said Southerly prolongation and the East line of the West I feet of said Lots 5 and 6, North
0'27'13" East, 36.75 feet;
Thence (2), South 89"32'55" East, 141.59 feet to the East line of said Lot 5;
Thence (3), along last said East line, the East line of said Lot 6 and its Southerly prolongation, South 0'29'02"
West, 36.16 feet to said centerline;
Thence (4), along said centerline, North 89'47'10" West, 141.57 feet to the point of beginning.
Together with the underlying fee of that portion of the alley adjoining said Lots 5 and 6 on the East appurtenant to
said Lots 5 and 6, lying between the Easterly prolongations of the above described Courses (2) and (4).
PARCEL 4:
CLTA Preliminary Reporl Form - Mod¡fìed (11.17.06)
SCA0002402.doc / Upddedi 12.o4.1 4
Printed: 01.26.16 @ 02:10 PM by
CA--SPS-1-'1 6-FFOI\,1-201 I 6001 95
Title No.: FFOM-2011600195-[/\ /
EXHIBIT "A"
Legal Description
(continued)
THE WEST 50 FEET OF LOTS 19 TO 24, INCLUSIVE IN BLOCK 25 OF BELMONT ADDITION TO THE CITY
OF FRESNO, ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 1 PAGES 39 OF PLATS, FRESNO
COUNTY RECORDS, TOGETHER WITH THE SOUTH 112 OF THAT CERTAIN ALLY LYING ADJACENT TO
THE NORTHERLY BOUNDARY LINE OF SAID LAND, ABANDONED BY THAT CERTAIN ORDER VACATING
ALLEYS AND STREET, A RESOLUTION OF WHICH RECORDED NOVEMBER 6, 1980 AS DOCUMENT NO.
108247 OF OFFICIAL RECORDS.
EXCEPT FROM SAID LOT 24THE FOLLOWING DESCRIBED PORTION:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF BELMONT AVENUE, AS SHOWN AND
DESIGNATED ON SAID MAP, WITH THE EASTERLY LINE OF THE ALLEY RUNNING NORTH AND SOUTH
THROUGH SAID BLOCK; THENCE EASTERLY, ALONG SAID NORTHERLY LINE OF BELMONT AVENUE 50
FEET; THENCE AT RIGHT ANGLES NORTHERLY, ALONG THE EASTERLY LINE OF THE WEST 50 FEET OF
SAID LOT 24, 5.49 FEET; THENCE NORTHWESTERLY TO A POINT ON THE EASTERLY LINE OF SAID
ALLEY, BEING ALSO THE WESTERLY LINE OF SAID LOT 24,8.23 FEET NORTHERLY FROM THE POINT OF
BEGINNING; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF SAID ALLEY, 8.23 FEET TO THE
POINT OF BEGINNING.
CLTA Preliminary Report Form - Mod¡fied (11.17.06)
SCA0002402.doc/ Updated: 12 04.14
Printed: 01.26.16 @ 02:10 PM by
cA--sPS-1-1 6-FFOM-201 1 6001 95
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