HomeMy WebLinkAboutAgreement A-17-426 with Fresno County Federal Credit Union.pdfSALE AND PURCHASE AGREEMENT
AND ESCROW INSTRUCTION S
(County of Fresno -Noble Credit Union)
THIS SALE AND PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is made effective this day of , 2017 ("Effective
Date"), by and between the COUNTY OF FRESNO, a political subdivision of the State
of California ("Buyer"), and Noble Credit Union, formerly known as Fresno County
Federal Credit Union ("Seller"). Seller and Buyer are sometimes collectively referred to
herein as the "Parties" and singularly as a "Party."
RECIT ALS:
This Agreement is made and entered into with respect to the following facts and
circumstances:
A. Seller is the owner of those certain real properties located at the street
addresses of 1250 Van Ness, Fresno, CA 93721 and 2211 Merced St,
Fresno, CA 93721, County of Fresno, State of California, (APN's 466-152-
11 and 466-115-15, respectively) which include one approximately 20,090
square foot office building (according to the Assessor's Roll), and which is
approximately 18,756 square feet according to an appraisal performed by
David P. Hamilton, MAI, all commonly known as 1250 Van Ness, and any
and all other improvements to such real properties and all other personal
property that Seller may have any interest in that is affixed thereto at the
time of the Closing Date (as defined in Section 6.05 herein), all as more
particularly described in Exhibit "A," attached hereto and incorporated
herein by this reference (collectively, the "Real Property").
B.Buyer desires to purchase the Real Property from Seller, and Seller
desires to sell the Real Property to Buyer, pursuant to the terms and
subject to the conditions set forth herein.
C.Buyer's funding source for purchasing the Real Property is Fund: 0035,
Subclass: 10000, Org: 1044, Account: 8300.
D.The purchase and sale of the Real Property is contingent upon execution
of that certain lease agreement between Tutelian Holdings I, LLC, a
California limited liability company, as the landlord, and Seller, as tenant, for
the Seller's new location situated at 2440 Tulare Street, Suite 135,
Fresno, California ("Lease Agreement"), which is incorporated herein by
this reference.
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NOW, THEREFORE, in consideration of their mutual covenants herein
contained, and for other valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, and with the recitals incorporated into the Agreement by this
reference, Seller and Buyer hereby agree as follows:
ARTICLE I
AGREEMENT TO PURCHASE THE REAL PROPERTY
1.01 The Real Property. Subject to all of the terms, covenants, conditions, and
pr ovisions of this Agreement, and for the consideration herein set forth,
Seller agrees to sell the Real Property to Buyer and Buyer agrees to buy
the Real Property from Seller on the Closing Date (as defined in Section
6.05 hereinbelow). Notwithstanding anything to the contrary, the Real
Property shall not include the IT & equipment racks, the night deposit vault
and the two ATM units.
1.02 Purchase Price. The "Purchase Price" shall be Two Million Four Hundred
Thousand and no/100 Dollars ($2,400,000.00) for the Real Property in
"AS-IS" condition subject to Buyer's rights as provided in Section 2.02
hereinbelow. The Purchase Price is fixed, irrespective of the actual
square footage of the improvements to the Real Property.
1.03 Buyer's Deposit. The Buyer, no later than ten (10) days after the opening
of "Escrow" (as defined in Section 6.01 hereinbelow), shall make a good
faith refundable deposit of $100,000.00 ("Deposit") at STEWART TITLE
COMPANY, 7355 N. Palm, Suite 107, Fresno, CA 93711, (559) 650-3600
("Escrow Holder''). The Deposit shall be held in an interest bearing
account for the benefit of the Buyer. It is the intent of the parties that the
Deposit, together with interest thereon, shall be applied to the purchase
price of the Real Property at the close of Escrow (as defined in Section
6.01 hereinbelow). In the event Buyer terminates this Agreement for the
purchase of the Real Property prior to the expiration of Buyer's Due
Diligence Period (as defined in Section 2.02 hereinbelow), the entire
Deposit plus accrued interest shall be refunded to Buyer.
1.04 Payment of the Purchase Price. The Purchase Price for the Real Property
shall be paid by Buyer to Seller as follows:
Buyer shall deposit into Escrow with Escrow Holder at least two (2)
business days before the Closing Date (as defined in Section 6.05
hereinbelow), immediately available cash funds equal to the entire
Purchase Price, less the amount of the Deposit and interest on the
Deposit, plus Buyer's share of closing costs pursuant to this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.
BUYER: SELLERS :
COUNTY OF FRESNO, a political subdivision
of the S~te of California
By ~J:...~~
Brian Pacheco, Chairman
Board of Supervisors
ATTEST: BERNICE E. SEIDEL, CLERK
BOARD OF SUPERVISORS
By ~£0vn ~sh o-f
Deputy
APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY
COUNSEL
By ~.._/~
oet>6 ty
APPROVED AS TO ACCOUNTING FORM:
OSCAR J . GARCIA, CPA
AUDITOR-CO TROLLERITRASURER-
T AX COLLEC OR
By~--~~~~~~~~--------
BY·~~~~~~~~~~~~~-
p L DICTOS , C A, Assessor-Recorder
REVIEWED AND RECOMMENDED
Noble Federal Credit Union
ByL~
7 susan Ryan, Pr~Sideflt!CEo
B ( y '
:~RAP~~ ~ e;oD
RobertW . Bash, Directoroflnternal -BtJ;, BJ~o.;J-1-
Services/Chief Information Officer Fund: 0035, Subclass : 10000 , Org: 1044, Account:-8860"'
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