HomeMy WebLinkAboutOrange Ave. Disposal Company - Purchase and Sale of Property - Orange/East/Cedar Ave Street Easement Project. APN 330-021-09AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
AND ESCROW INSTRUCTIONS
orange/Easucedar Avenue street Easement project
APN 330-021_09
Gity Project No. RC00193
Orange Avenue Disposal Company, lnc., hereinafter called the "Seller,"
without regard to number or gender, hereby offers to sell to the clry oF
FRESNO, a municipal corporation, hereinafter called the "City," the hereinafter
described property is being purchased for a public utilíty easement on the
following terms and conditíons:
1. All that real property which is the subject of this Agreement, and
which is hereinafter for convenience referred to as the "subject property," 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 330-021-0g, located on the East side s. orange
Avenue; North of central, Further the-"subject property," to be acquired as an
easement consists of 32,948 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
SIXry-FIVE THOUSAND NJNE HUNDRED AND OO/1OO DOLLARS ($OS,SOO.OO)
as just compensation therefor,
3. Sellers acknowledge that the City has the power to acquire the
subject property for public purposes by eminent domain. lf title does not pass to
the city within the time províded by this Agreement, city will 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
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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 property free and clear of all liens, encumbrances, and restrictions of
record upon review and approval of an updated title report.
6. The sale shall be completed through an escrow to be opened at
Fidelity National title Company,7475 N. Palm Avenue, Suite #10i, Fresno, Ca.
93711. Phone number is 559-431-8050. Escrow Number is FFOM-2011502197-
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 íssue 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.
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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.
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.
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.
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e lnterpretation. 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.
Attornev's Fees. lf either pady 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.
Precedence of Documents. ln 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.
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.
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.
Extent of Aqreement. 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.
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8. 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. Seller's obligations
under this indemnity shall survive the close of escrow and the recording of the
grant deed.
L 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.
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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:
Orange Avenue Disposal Company, lnc., a
RECOMMENDED FOR APPROVAL:
BY
Senior Real
Date ll
Agent
n,i¡ (
BY
Craig L.
Supervisi
Date
CITY OF
Date
Scott
Depa
, Director
of Public Works
Gal iforn ia Corporation
Address of Sellers:
P O Box 446
Fresno, CA 93709
Phone (559) 451 -1117
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
Secr.eta.ty
Address of City:
City of Fresno
Public Works Department
2600 Fresno Street, Room 4019
Fresno, CA93721-3623
ATTEST:
WONNE SPENCE, CMC
City Clerk
By tzlttl tT
Deputy V tnrn lvlo<-+'l*cÈ - Vs/r+Sfut
APN 330-021-09
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SELLER'S SI