HomeMy WebLinkAboutFEOC - Property Purchase and Sale - Pride Park APN 467-292-05T _T b ',-013155_7 v
l } III IA010
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THE CITY OF FRESNO, a municipal corporation (Seller or City), and the FRESNO
ECONOMIC OPPORTUNITIES COMMISSION (Buyer), enter into this Real Property
Purchase and Sale Agreement and Joint Escrow Instructions (the Agreement), effective
as of the date of execution.
RECITALS
A. The Seller owns certain real property within the City of Fresno commonly known
as Pride Park (APN 467-292-05T), Fresno, California, and more particularly
described in Exhibit A, attached, (the Property).
B. The Successor Agency to the former Redevelopment Agency transferred several
pocket parks, including Pride Park, to the City by Resolution 2012-123 on June
28, 2012.
C. The City has agreed to transfer Pride Park to Buyer for use as a park to benefit
Buyer's students, which City has determined is a public purpose.
D. The adjacent property (APN 467-292-06T) was sold by the Successor Agency to
Buyer in 2018.
E. The Buyer has agreed to purchase the entire parcel as-is.
F. The Buyer desires to purchase the Property on the terms and conditions set forth
in this Agreement, and the covenants in the grant deed.
NOW, 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:
AGREEMENT
1. 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.
2. Conditions Precedent. Closing shall be conditioned upon performance of all of
obligations in this Agreement, approval by the Department of Housing and
Community Development, and compliance with CEQA, provided that Seller may,
in Seller's sole discretion, elect to waive any such condition of Closing.
3. Purchase Price. The purchase price for the Property is ONE DOLLAR ($1.00)
(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. The purchase price takes into
account the public purpose of the property proposed by Buyer.
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4. Covenants. As a condition of the sale, Buyer agrees to use the Property in
conjunction with the Head Start Program or consistent with Buyer's public benefit
status, and to record a covenant against the property restricting the Property to
such use (Covenant). If Buyer no longer has use for the Property consistent with
the Covenant, City of Fresno will have the first right of refusal to purchase the
Property back for One Dollar.
5. Seller's Warranties. Seller represents and warrants that: (a) Seller owns the
Property, free and ciear 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 concerning defects or 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 material defects in
the Property.
6. Feasibility Period. Buyer shall have the right to examine the feasibility of the
Property for a period of thirty days after Buyer and Seller have executed this
Agreement (Feasibility Period).
7, Opening Escrow/Escrow Deposit. Within ten business days after the execution
of this Agreement by both parties, the parties will open an escrow (Escrow) with
Fidelity Title Company, [insert address] (Title Company), Attention: Bernadette
Watson.
7.1 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.
7.2 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 30 days after the agreement is executed,
Buyer will deposit the balance of the Purchase Price and Seller will
deposit, 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.
7.3 Title. Seller will convey title of the Property to Buyer AS IS, without regard
to all title defects, liens, encumbrances, conditions, covenants,
restrictions, leases or agreements, and other adverse interests of record
or known to Seller.
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7.4 Title and Closing Costs. Buyer will pay any costs of clearing and
conveying title. 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. Escrow
fees, costs to record the grant deed, etc., shall be split equally between
Buyer and Seller.
7.5 Closing. The escrow will be considered closed (Closing or Close or the
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
30 days following expiration of the Feasibility Period (the Outside Closing
Date). Upon termination of the escrow, the Title Company will return all
funds and documents to the respective depositor and this Agreement will
be of no further effect except as herein provided.
7.6 Recordation. At Closing, Title Company shall date the grant deed,
Covenant, and all other undated documents in escrow, with the date of
Closing, and the Title Company shall record the grant deed and all other
documents necessary to the Closing.
7.7 Disbursements. At Closing, Title Company shall disburse the Purchase
Price, less prorations and costs, if any, to Seller, when Title Company is
committed to issue a standard CLTA or ALTA owner's title insurance
policy to Buyer.
7.8 Risk of loss. Any loss or damage, to the Property or any improvements on
it, before Closing is at Seller's risk.
8. Delivery of Possession. Seller shall deliver exclusive possession of the Property
at Closing.
9. Buyer's Right to Enter and Inspect the Property. The Property is being sold in an
"As is" condition. The City has performed a Phase 1 and Phase 2 Environmental
Site Assessment and has provided the reports to Buyer, without any warranty as
to their accuracy. 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. Buyer
agrees to indemnify and hold Seller free and 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 Buyer during the Feasibility Period.
10. Mutual Indemnification. City shall indemnify, hold harmless and defend Buyer
and each of its officers, officials, employees, agents and volunteers from any and
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all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at
any time and property damage) incurred by Buyer, City or any other person, and
from any and all claims, demands and actions in law or equity (including
attorney's fees and litigation expenses), arising or alleged to have arisen directly
or indirectly from the negligent or intentional acts or omissions, or willful
misconduct of City or any of its officers, officials, employees, agents or
volunteers in the performance of this Agreement; provided nothing herein shall
constitute a waiver by City of governmental immunities including California
Government Code section 810 et seq.
Buyer shall indemnify, hold harmless and defend City and each of its officers,
officials, employees, agents and volunteers from any and all loss, liability, fines,
penalties, forfeitures, costs and damages (whether in contract, tort or strict
liability, including but not limited to personal injury, death at any time and
property damage) incurred by the City, Buyer or any other person, and from any
and all claims, demands and actions in law or equity (including attorney's fees
and litigation expenses), arising or alleged to have arisen directly or indirectly
from the negligent or intentional acts or omissions, or willful misconduct of Buyer
or any of its officers, officials, employees, agents or volunteers in the
performance of this Agreement.
In the event of concurrent negligence on the part of City or any of its officers,
officials, employees, agents or volunteers, and Buyer or any of its officers,
officials, employees, agents or volunteers, the liability for any and all such claims,
demands and actions in law or equity for such losses, fines, penalties, forfeitures,
costs and damages shall be apportioned under the State of California's theory of
comparative negligence as presently established or as may be modified
hereafter.
This section shall survive termination or expiration of this Agreement.
11. Miscellaneous Provisions.
11.1 Further Assurances. Each party will sign and deliver further documents,
or take any further actions required to complete the purchase and sale
described herein.
11.2 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 communication in the U.S. mail, postage prepaid, and
addressed to the relevant party at the address set forth below, or (c) on
the date of transmission if delivered electronically via email and showing
the date and time transmitted.
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To Seller:
CITY OF FRESNO
Attention: City Manager
2600 Fresno Street
Fresno, CA 93721
To Buyer:
FRESNO ECONOMIC OPPORTUNITIES COMMISSION
Attention:
1920 Mariposa Mall, Suite 300
Fresno, CA 93721
Phone No.: 559.263.1000
11.3 Entire 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.
11.4 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.
11.5 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 not
assign this agreement or its rights hereunder without the express written
consent of Seller.
11.6 Time of the Essence. Time is of the essence of each term in this
Agreement.
11.7 Attorneys' Fees. If 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.
11.8 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
11.9 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.
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11.10 Severability. The provisions of this Agreement are severable. The
invalidity or unenforceability of any provision in this Agreement will not
affect the other provisions.
11.11 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.
11.12 Survival. All representations and warranties, indemnifications, and other
provisions which, by their nature are intended to continue, shall survive
Closing and delivery of the grant deed.
IN WITNESS WHEREOF the Seller and Buyer have signed this Agreement on
the dates set forth below.
SELLER: BUYER:
CITY OF FRESNO, Fresno Economic Opportunities
A C li�ia`�'�muniqjo carpor n � mmission
By: �' -
ThFt a ate By: C � '�5
r
Name: Emilia Reyes
APPROVED AS TO FORM:
DOUGLAS T. SLOAN Title: CEO
City Attorney
i Date: 11 /16/2020
By:
Laurie Av disian-Favini Date
Assistant City Attorney
ATTEST:
YVONNE SP NCE, MMC CRM
City Cl
By: V3
ZDe 'Date
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EXHIBIT "A"
LEGAL DESCRIPTION
APN 467-292-05T
Lot 10 IN Block 37 of Kearney Boulevard Heights, according to the map thereof
recorded in Book 5 of Record of Surveys at Page 59, Fresno County Records, together
with that certain 20 foot wide alley lying adjacent thereto that was closed by City of
Fresno Resolution Ordering Work No. 1114 on February 15, 1923, more particularly
described as follows:
BEGINNING at the westerly corner of said Lot 10; thence northeasterly, on the
northwesterly line of said Lot 10 and on the northeasterly prolongation thereof to the
westerly corner of Lot 6 in said Block 37 of Kearney Boulevard Heights; thence
southeasterly, on the southwesterly line of said Lot 6, the southeasterly prolongation
thereof, and the southwesterly line of Lots 7 and 8 of said Block 37 of Kearney
Boulevard Heights to the most southerly southwest corner of said Lot 8; thence
westerly, on the easterly prolongation of the south line of said Lot 10 and on said south
line to the POINT OF BEGINNING.
TOGETHER WITH the underlying fee title to the southeasterly half of Fresno Street
adjacent to the northwest of the aforementioned property described above and the
underlying fee title to the northerly half of East California Avenue adjacent to the south
of the aforementioned property described above
SUBJECT TO all easements, agreements, and covenants of record.
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r ! !� ENTERED