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HomeMy WebLinkAboutHarris_Scott A Agmt for purchase and sale of a street easemenet Clinton Ave and Palm Ave Intersection Project:RE&at ul-oq Ê LÐt+ -t7ê Ðc'-fqêt Il- to'Z1ll- AGREEMENT FOR PURCHASE AND SALE OF A STREET EASEMENT AND ESCROW INSTRUCTIONS clinton Avenue and palm Avenue lntersection project Gity Project Number: pW00707 SCOTT A. HARRIS, as Trustee of the Scott Harris 2015 Trust dated February 3,2015, hereinafter called the "Grantor," without regard to number or gender, herêby offers to sell to the CITY OF FRESNO, a municipal corporation, hereinãfter called thé"City," the hereinafter described street easement on the following terms and conditions: 1' The street easement which is the subject of this Agreement, and which ishereinafter for convenience referred to as the "subject proþerty," being a street easement within Assessor's Parcel Number which is situated in tne City ot Fresno, County of Fresno, State of California, more particularly described as follows: Exhibits "4" and "B' relative to a permanent street easement, hereto attached and reference made a part of hereof 2' The purchase price for the subject property shall be the sum of TWO THOUSAND SEVEN HUNDRED TWENTY AND 00/100 DOLI-ARS ($2,220) as just compensation 3. Sellers acknowledge that the City has the power to acquire the subjectproperty for public purposes by eminent domain. lf title does not pass to the City w¡ifr¡n the time provided by this Agreement, the City may begin eminent domain procéedings to acquire such possession or title. The parties agree and stipulate that the net sumpayable to Sellers hereunder shall be conclusively deemed to be the total just compensation payable in such proceedings, and this Agreement may be filed with thecourt 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 understood and agreed by and between the parties hereto that the easement described on Exhibit "4" and depicted on Exhibit "8", is a permanent easement and right of way for public street purposes. 5. lt is agreed and confirmed by the City and Seller(s) that, notwithstanding other provisions of this Agreement, the right of possession and use of the subjec-tproperty by the City, including the right to remove and dispose of improvements within the permanent street easement, shall commence on December g1, 2015, or close of escrow controlling this transaction, whichever occurs first, and the amount shown in Paragraph 2 above includes, but is not limited to, full payment for such possession and use , including damages, if any, from said date. Gjltl'jl;¡ 12-16-2015 I of 4 6. Seller represents and wanants that it has the authority to make the offer hereín made, and that it holds fee tifle to said real property. 7. The sale shall be acquired by the City of Fresno which shall handle the transaction via an internal escrow.a. The City shall pay the Grantor(s) the sums due directly by check.b. The escrow fee, cost of policy of title insurance, recoiding fees (if any), and all other closing e¡sts shall be caid by the City.c. Disbursements of the purchase price shall be in accordance with the terms and conditions of this Agreement. L Miscellaneous Provisions:a' Waivçr. The waiver by either party of a breach by the other of anyprovision of this Agreement shall not constitute waiver or a waiver ót any subsequent breach of either the same or a different provision of this Agreement. No prôvision oi thit Agreement may be waived unless in writing and signed by all parties to in¡s Agreement. Waiye¡ of any one provision herein shall rot be deemed to'be a waiver otãny otherprovision herein. ?. 9gvprning.Law and venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of ialifornia.Venue for purposes of the filing of any action regarding the enforcement orinterpretation of this Agreement any rights and duties fiereunãer shall be in Fresno, California.c. Headinos. The sedion headings in this Agreement are for convenience and reference only and shall not be construed or nelO ¡n any way toexplain, modify or add to the interpretation or meaning of the provisioni of this Agreement.d. Severabilitv. 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. lntgrotetation. The parties acknowledge that this Agreement inits final form is the result of the combined hould anyprovision of this guity shail not be resolved but-rather by construing th eir generally accepted meaning. f . . Attofnev's Fees, lf either party -is reqLired to commence anyproceeding or legal action to enforce or interpret any térm, covenant or condition of thisAgreement, the prevailing party in such proceeding -or action shall be entifled to recover from the other party its reasonable attorney's fees ànd legal expenses.g' Precedence of Documents. ln the event of any conflict betweenthe body of this Agreement and any Exhibit or Attachment heretô, the terms andconditions 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 bedeemed exclusive but shall, wherever possible, be cumulative with all other remedies atlaw or in equity.i. Exhibits and Attachments. Each Exhibit and Attachmentreferenced herein is by such reference incorporated into and made a part of this Agreement for all purposès. 10-20-201s 2 of4 0ts[GINAt j. Extent of Aoreement. 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 Sellers. 9. Time is of the essence of each and every term, condition, and covenant hereof. 10, lt is understood and agreed that as a condition precedent hereto, this Agreement shall have no force and effect until approved or otherwise authorized 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. 11. Environmental lndemnity Seller shall indemnify, hold harmless, and defend the Buyer, its officers, agents, employees, and volunteers from any liability, loss, fines, penalties, forfeitures, claims, expenses, and costs, whether incurred by the Seller, Buyer, or any other third party, 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. Selle/s obligations under this indemnity shall survive the close of escrow and the recording of the grant deed. SIGNATURE PAGE TO FOLLOW t0-20-2015 3 of 4 0tslGlNAt SIGNATURE PAGE Address of Sellers; Date: ' 17" 15 APPROVED AS TO FORM: DOUGI.AS T. SLOAN City Attorney By ¡45c1**l Date: fiiìlTt:itff RECOMMENDED FOR APPROVAL BY: Date: -?-rluS crw Andrew J. Address of City: City of Fresno Public Works Department 2600 Fresno Street, Room401g Fresno, CAggT2l-9629 ATTEST: WONNE SPENCE, CMC City Clerk SELLERS: U. A. Pete Caldwell, Senior Real Estate Agent Public Works t0-20-2015 4of4 0mIGINA'L EXHIBIT "A" APN (portion) Street easement A portion of Lot 45 of Terrace Gardens, according to the map thereof recorded in Volume 11 of Plats at Page 8, Fresno County Records, more particularly described as follows: COMMENCING at the southwest corner of said Lot 45; thence N Oo24'38" E, along the west line of said Lot 45, a distance of 15.11 feet to a point of cusp of a tangent curve concave northeasterly and having a radius of 15.00 feet, said point being the north corner of that parcel granted to the City in fee simple title by a Grant Deed recorded May 9, 1973, as Document No. 43351, in Book 6162 at Page 284, Official Records of Fresno County, said point also being the TRUE POINT OF BEGINNING of this description; thence, leaving said west line, southeasterly, along the northeasterly line of said parcel granted to the City and along the arc of said curve, through a central angle of 90"24'46", an arc distance of 23.67 feet to the south line of said Lot 45; thence N 89o59'52" E, along said south line and tangent to said curve, a distance oI 2.28leel; thence N 4447'45" W, a distance o124.50 feet to said west line; thence S Oo24'38" W, along said west line, a distance oÍ 2.28 feet to the TRUE POINT OF BEGINNING. Contains an area of 102 square feet, more or less. 2015-003 15-A-9104 PWF 11877