HomeMy WebLinkAboutAgreement A-18-680 with Gurinder S. Sira.pdfSALE AND PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
Agreement No. 18-680
THIS SALE AND PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is made effective this 4th day of December , 2018 ("Effective
Date"), by and between the COUNTY OF FRESNO, a political subdivision of the State
of California ("Buyer"), and Gurinder S . Sira, a married man ("Seller"). Seller and Buyer
are sometimes collectively referred to herein as the "Parties" and singularly as a "Party ."
RECITALS:
This Agreement is made and entered into with respect to the following facts and
circumstances :
A . Seller represents to Buyer that Seller is the sole owner of fee title of that
certain real property located at the street addresses of 310 South West
Avenue, Fresno, CA 93706, County of Fresno , State of California, (New
APN 458-060-72, which was recorded prior as APN 458-060-25T and
458-060-26T), which includes approximately 115,000 square feet of
vacant land (according to the Assessor's Roll), and according to an
appraisal performed by Tiffany Mach, MAI, and any and all other
improvements to such real property 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.
NOW, THEREFORE, in consideration of their mutual covenants herein
contained , and for other valuable consideration , the sufficiency and receipt of which are
hereby acknowledged, Seller and Buyer hereby agree as follows :
ARTICLE I
AGREEMENTTOPURCHASETHEREALPROPERTY
1.01 The Real Property . Subject to all of the terms, covenants, conditions, and
provisions 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).
1
2
1.02 Purchase Price. The “Purchase Price” shall be Four Hundred and
Twenty-Five Thousand and no/100 Dollars ($425,000.00) for the Real
Property in “AS-IS” condition under Section 2.03 hereinbelow.
1.03 Buyer’s Deposit. The Buyer shall deposit into Escrow with Escrow Holder
(as defined in Section 6.01 herein) a good faith refundable deposit of
$100,000.00 (“Buyer’s Deposit”). The Buyer’s Deposit shall be held in an
interest bearing account for the benefit of the Buyer. It is the intent of the
parties that the Buyer’s 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 Buyer’s 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:
Upon execution of this Agreement, Buyer shall deposit Buyer’s Deposit
into Escrow. Buyer shall deposit into Escrow with Escrow Holder at least
three (3) business days before the Closing Date (as defined in Section
6.05 hereinbelow), immediately available cash funds equal to the
difference between Buyer’s Deposit, including any interest on the Buyer’s
Deposit, and the Purchase Price, plus Buyer’s share of closing costs
pursuant to this Agreement.
ARTICLE II
POSSESSION, PHYSICAL INSPECTION, AND
CONDITION OF THE REAL PROPERTY
2.01 Possession. Subject to Buyer paying the Purchase Price, and otherwise
complying with the terms and conditions of this Agreement which Buyer is
required to comply with up to the Closing Date, Buyer shall have the
exclusive right to own and possess the Real Property on and at all times
after the Closing Date.
2.02 Inspection of the Real Property. Buyer and Buyer's agents, employees,
and representatives (collectively "Buyer's Agents") acknowledge that
Buyer commenced its inspection of the Real Property prior to Buyer’s
execution of this Agreement. Buyer shall have until February 2, 2019 (the
“Due Diligence Period”) to perform and complete all remaining due
diligence regarding the Real Property, including: review of matters of title,
inspection of the physical condition of the Real Property, obtaining an
acceptable appraisal of the property, obtaining an acceptable Phase I and
Phase II Environmental Site Assessment, and performing any other
4
ARTICLE III
CONDITION OF TITLE TO THE REAL PROPERTY
3.01 Condition of Title to the Real Property. Seller shall convey to the Buyer
fee title to the Real Property, subject only to (i) the terms and conditions of
this Agreement, and (ii) the following exceptions (the "Permitted
Exceptions"):
(a) The easements and right-of-way for public roads, public utilities and
underground pipelines that are of public record.
(b) The lien for property taxes, assessments, fees and charges that are
assessed but not yet delinquent, provided that all such taxes,
assessments, fees and charges accrued as of the Closing Date
shall be apportioned to and borne by Seller.
(c) All other exceptions to title reflected on a Preliminary Title Report
prepared by Escrow Holder, and delivered to Buyer, pursuant to
subsection 3.02(a) hereinbelow and which exceptions Buyer
accepts pursuant to the terms of such subsection 3.02(a).
3.02 Title Insurance.
(a) 1) Buyer obtained a Preliminary Title Report prior to Buyer’s
execution of this Agreement and Seller has provided Buyer with a
copy of that certain Preliminary Report, as Order No. 45001287-
450-SM-MW1, dated September 27, 2018, 7:30 AM, which is
incorporated by this reference;
2) Buyer shall have until December 21, 2018 to notify Seller in
writing of any matters disclosed therein which are not acceptable to
Buyer (Buyer’s failure to timely so notify Seller being Buyer’s
acceptance of such title defect);
3) Seller shall have until January 5, 2019 to cure any title defects to
which Buyer has objected or to otherwise confirm to Buyer that
such title defects shall be removed prior to the Close of Escrow;
and
4) If Seller fails to timely cure the defects by January 5, 2019, this
Agreement shall terminate without liability on the part of either
party. In such event, both parties shall be responsible for their
respective shares, herein, of escrow costs as otherwise provided in
Section 6.04 and 6.08 of this Agreement and Buyer shall be entitled
to a full refund of the Buyer’s Deposit less Buyer’s share of escrow
costs.
(b) At the Closing Date and as a condition to Buyer's obligation to
5
purchase the Real Property, Escrow Holder shall issue and deliver
to Buyer, its standard coverage ALTA Owner's Policy of Title
Insurance insuring title to the real Property in Buyer in the condition
set forth in the Preliminary Title Report (subject to any cure by
Seller) and with liability in the amount of the Purchase Price (the
"Title Policy"). Buyer shall bear the cost of the ALTA policy premium
over and above the cost of a standard CLTA Owner’s policy,
including the cost of an ALTA survey necessary to issue the ALTA
Extended Owner’s policy.
(c) Buyer shall cause Escrow Holder to issue a Final Title Report, with
only Permitted Exceptions approved by Buyer, dated as of the
Closing Date.
ARTICLE IV
COVENANTS, WARRANTIES, AND REPRESENTATIONS
4.01 Covenants, Warranties and Representations of Seller. Seller hereby
makes the following covenants, representations and warranties and
acknowledges that Buyer's execution of this Agreement has been made
and Buyer's acquisition of the Real Property will be made in material
reliance by Buyer on these covenants, representations and warranties:
(a) Authority. Seller holds sole fee title ownership in the Real Property
is as his sole and separate real property. As to Seller, no
authorization, approval, filing, consent, qualification, registration, or
other order of the State of California or authority or agency thereof,
or other state or federal governmental authority or agency, is
required for the valid authorization, execution, delivery and
performance of this Agreement. Further, Seller covenants,
represents and warrants that he is duly authorized to execute this
Agreement on behalf of Seller, and that Seller has obtained the
voluntary consent of his spouse, Kuldeep Kaur Maan, with respect
to Seller’s sale of the Real Property to Buyer, and Seller shall
evidence such consent on the Grant Deed.
(b) No Violation. Neither this Agreement nor anything provided to be
done hereunder violates or will violate any contract, agreement or
instrument whatsoever, including without limitation any laws,
regulations, or policies relating to any financing, grant or award
agreement or instrument, to which Seller is a party, bound or
obligated thereto.
(c) Governmental Violations. To the best of Seller’s knowledge, Seller
has no actual, current knowledge of any written notice of any
6
pending, threatened or unresolved violations of County, State, or
Federal building, zoning, fire, or health codes or ordinances, or any
other governmental law, regulation, rule or policy affecting Seller
and concerning the Real Property; provided however, that Buyer
acknowledges there was a Phase I Environmental Study
completed by Buyer on October 18,2018.
(d) Eminent Domain. To the best of Seller’s knowledge, Seller has no
actual, current knowledge of any pending or threatened
proceedings in eminent domain or otherwise that would affect the
Real Property.
(e) Litigation. To the best of Seller’s knowledge, after having
conducted a reasonably diligent investigation, Seller has no current
knowledge of any actions, suits, claims, legal proceedings pending
or threatened against Seller involving or affecting the sale of the
Real Property to Buyer, at law or in equity, before any court,
administrative forum or governmental agency.
(f) Encumbrances. Seller has not entered into any agreement with
any third parties regarding the sale, lease, management, repair,
improvement, or any other matter affecting the Real Property that
would be binding on Buyer or the Real Property. However, Seller
acknowledges that there are, as of the Effective Date, liens and
encumbrances placed on the Real Property, or a portion thereof,
which are described as Exceptions 1-7 on the Preliminary Title
Report, dated September 27, 2018, 7:30 AM, which shall be cured
or removed as of the Closing Date.
(g) Performance. Seller shall timely perform and comply with all of
Seller’s covenants and agreements contained herein, and shall
satisfy all conditions contained herein, that Seller is required to
perform, comply with or satisfy under this Agreement.
(h) Known Inaccurate Representations. If Buyer becomes aware that
any of the representations contained in this Section 4.01 are not
true and correct as of the Closing Date (“Known Inaccurate
Representations”), then Buyer may, at its option, (i) waive such
misrepresentations and close this transaction, or (ii) unless Seller
cures such misrepresentation to Buyer’s reasonable satisfaction
prior to the scheduled Closing Date, terminate this Agreement by
written notice thereof to Seller and to Escrow Holder in which event
the Buyer’s Deposit plus accumulated interest shall be returned to
Buyer and the parties shall have no further right or obligation
hereunder. Buyer hereby acknowledges and agrees that, upon the
Closing of Escrow, any claim of Buyer relating to any Known
7
Inaccurate Representations shall be automatically waived in full by
Buyer.
(i) Person By Which Knowledge is Measured. For purposes of
Section 4.01(a)-(h), where knowledge of the Seller is referenced, it
shall mean the present knowledge of Gurinder S. Sira.
4.02 Covenants, Warranties and Representations of Buyer. Buyer hereby
makes the following covenants, representations and warranties and
acknowledges that Seller’s execution of this Agreement has been made
and Seller’s sale of the Real Property will be made in material reliance by
Seller on these covenants, representations and warranties:
(a) Authority. Buyer has been authorized by the Fresno County Board
of Supervisors to enter into this Agreement. Buyer has the full
power, authority, and legal capacity to enter into and to perform
Buyer's obligations under this Agreement, to purchase the Real
Property as provided herein, without the need for obtaining the
consent or approval of any other person, court or governmental
agency, body or subdivision. The person(s) executing this
Agreement shall bind Buyer to the terms and conditions of this
Agreement.
(b) Litigation. To the best of Buyer’s knowledge, after having
conducted a reasonably diligent investigation, Buyer has no current
knowledge of any actions, suits, claims, legal proceedings pending
or threatened in writing against Buyer involving the purchase of the
Real Property from Seller, at law or in equity, before any court,
administrative forum or governmental agency.
(c) No Prospective Violations. To the best of Buyer’s knowledge,
Buyer has no current, actual knowledge, that the execution and
delivery of this Agreement violates or will violate any contract,
agreement or instrument to which Buyer is a party or bound. The
Buyer is not using any loan or financing to purchase the Real
Property.
(d) Performance. Buyer shall timely perform and comply with all
covenants and agreements herein, and shall satisfy all conditions,
that Buyer is required to perform, comply with or satisfy under this
Agreement.
(e) For purposes of Section 4.02(a)-(d), where knowledge of the Buyer
is referenced, it shall mean the present knowledge of the Buyer’s
representative who executes this Agreement on behalf of the
Buyer.
8
ARTICLE V
CONDITIONS PRECEDENT
5.01 Conditions Precedent to Seller’s Obligation to Perform. Seller’s obligation
to perform as set forth herein is hereby expressly conditioned on
satisfaction of each and every one of the following conditions precedent:
(a) Buyer shall have timely and fully performed each of the acts to be
performed by it hereunder, including without limitation depositing
the Purchase Price, and Buyer’s share of the Closing Costs (as
defined in Section 6.04 hereinbelow) into Escrow (as defined in
Section 6.01 hereinbelow) with Escrow Holder prior to Buyer’s
respective deadlines provided in Section 1.04 and Section 6.02(b)
herein.
(b) Each of Buyer's representations and warranties set forth in Section
4.02 herein shall be true at the time of executing this Agreement,
and as of the Closing Date, as if affirmatively made at that time.
The foregoing conditions are solely for the benefit of Seller, any or all of
which may be waived in writing by Seller in Seller’s sole discretion.
5.02 Conditions Precedent to Buyer's Obligations to Perform. Buyer's
obligation to perform as set forth herein is expressly conditioned on the
satisfaction of each and every one of the following conditions precedent:
(a) Seller shall have timely and fully performed every act to be
performed by it hereunder, including without limitation, deposit into
Escrow with Escrow Holder the Grant Deed, which includes the
voluntary consent of Seller’s spouse with respect to the Seller’s
sale of the Real Property to Buyer, as required by Section 4.01(a)
hereinabove.
(b) Each of the representations and warranties of Seller contained in
Section 4.01 and in any provision herein shall be true at the time of
executing this Agreement, and as of the Closing Date, as if
affirmatively made at that time.
(c) Escrow Holder shall issue the Title Policy as set forth in Section
3.02(b) herein in the condition described in Sections 3.01 and 3.02
hereinabove.
(d) Buyer did not terminate Escrow, in its sole discretion, prior to the
expiration of the Due Diligence Period as provided in Section 2.02.
9
The foregoing conditions are solely for the benefit of Buyer, any or all of which
may be waived in writing by Buyer in Buyer's sole discretion.
5.03 Failure or Waiver of Conditions Precedent. In the event that any of the
conditions set forth above in Sections 5.01 and 5.02 herein are not fulfilled
or waived in writing by the applicable Party on or before the Closing Date,
this Agreement shall terminate and all rights and obligations hereunder of
each Party shall be at an end, provided however, Seller and Buyer shall
be obligated to pay their respective shares, herein, of the Closing Costs in
accordance with Section 6.08 hereinbelow. Seller or Buyer may elect, at
any time or times prior to the Closing Date, to waive in writing the benefit
of any of their respective conditions set forth in Sections 5.01 and 5.02
above, as applicable. In any event, the Parties' consent as provided in
this Section 5.03 up to the Closing Date shall waive any remaining
unfulfilled conditions up to the Closing Date, provided however, such
waiver shall not be deemed to waive any subsequently discovered breach
of any representation, warranty, or covenant made by either Party to this
Agreement.
ARTICLE VI
ESCROW
6.01 Establishment of Escrow. Upon the execution of this Agreement, the
Parties shall promptly open an escrow (the "Escrow") with Fidelity National
Title Company, 7475 N. Palm Ave, Suite 107, Fresno, CA 93711, (559)
431-8050 or such other title company mutually agreeable to the Parties if
such title company is not available or is replaced (“Escrow Holder”) to
provide for Seller’s conveyance of the Real Property to Buyer as provided
herein. Prior to the Closing Date, a duplicate of this fully-executed
Agreement (or Counterparts thereof) shall be deposited with Escrow
Holder and shall constitute escrow instructions to Escrow Holder
concerning this transaction. Escrow Holder shall notify the Buyer and
Seller, in writing, of the date of “Opening of Escrow.”
6.02 Deposits into Escrow. The Parties shall make the following deposits into
Escrow with Escrow Holder:
(a) Seller’s Deposits. Seller shall deposit into Escrow with Escrow
Holder two business days prior to the Closing Date: (i) a Title Policy
with only the Permitted Exceptions; (ii) an executed and
acknowledged original Grant Deed in the form attached hereto as
Exhibit “B”; (iii) as necessary, Seller’s share of the Closing Costs
(as that term is defined in section 6.04 herein); and (iv) the keys,
alarm codes and/or other instruments to enable access and
possession of the Real Property by Buyer.
10
(b) Buyer's Deposits. Buyer shall deposit the following into Escrow
with Escrow Holder, prior to their respective deadlines provided
herein:
i. A Preliminary Change in Ownership Report; and
ii. Buyer’s share of the Closing Costs (as that term is defined in
Section 6.04 herein), at the same time that Buyer is required to
deposit the funds for the Purchase Price into Escrow with
Escrow Holder, pursuant to Section 1.03 hereinabove.
(c) Title Report (Buyer’s Deposit). Buyer shall cause the Escrow
Holder to deposit the Final Title Report, dated as of the Closing
Date, into Escrow, according to the requirements of this
Agreement.
6.03 Title Insurance. At the Closing Date, Escrow Holder shall issue, effective
as of that date, the Title Policy as set forth in Section 3.02 herein.
6.04 Costs and Expenses. The Parties agree that any and all of the Closing
costs (collectively, the "Closing Costs") shall be borne by Seller and Buyer
as follows:
(a) Seller shall bear the base cost of the CLTA Preliminary Title
Report.
(b) Buyer shall pay the premium costs for an ALTA policy and any
endorsements which Buyer elects, in its discretion.
(c) Recording fees, transfer taxes, and document preparation fees
shall be paid by Buyer (100%). Any recording fees, transfer taxes,
and document preparation fees shall be paid by the Buyer, except
those recording fees, transfer taxes, and document preparation
fees for which Buyer is exempt.
(d) Escrow fees and any and all other costs necessary to achieve a
successful closing of Escrow, including the cost of the Final Title
Report, shall be paid 50% by Seller and 50% by Buyer.
(e) All property taxes, assessments, fees and charges accrued as of
the Closing Date shall be prorated to the Closing Date and paid by
Seller.
Each Party shall bear its own legal, Broker, and accounting fees and
costs.
11
6.05 Closing Date. Unless otherwise mutually extended or shortened by the
Parties in writing, the closing of Escrow shall be on February 14, 2019 (the
“Closing Date”).
6.06 Procedure for Closing of Escrow. Escrow Holder shall close the Escrow
by doing all of the following on the Closing Date:
(a) Fully pay from funds deposited by Buyer and Seller, the Closing
Costs to Escrow Holder;
(b) After payment of the Closing Costs to Escrow Holder, pay the
balance of funds deposited by Buyer to the Seller.
(c) Record the Grant Deed in the Official records of Fresno County,
return the recorded Grant Deed to Buyer, and provide conformed
copies of such recorded document thereof to Seller;
(d) Deliver a copy of Buyer's and Seller’s closing statements for the
Escrow to the respective Parties, subject to Section 6.04 herein;
and
(f) Deliver to Buyer the original and two (2) copies of the Title Policy in
the form set forth in subsection 3.02 (b) herein, at the Closing of
Escrow.
6.07 Inability to Close Escrow. In the event that Escrow Holder is unable to
close the Escrow and the Closing Date is not otherwise extended by the
Parties’ mutual agreement, this Escrow shall terminate. Escrow Holder
shall return to each Party any money or documents deposited by the
Parties and terminate the Escrow; provided however, that any cancellation
charges imposed by Escrow Holder shall be paid by the defaulting Party,
or if neither Party is in default, then paid 50% by Seller and 50% by Buyer.
ARTICLE VII
MISCELLANEOUS
7.01 Survival and Indemnity. Notwithstanding the Closing of Escrow, delivery
of instruments, conveyances of the Real Property, and payment of
consideration therefor, the Parties agree that the respective
representations, warranties, covenants, indemnities, and agreements
made by each such Party pursuant to this Agreement, shall survive the
Closing Date, and each Party agrees to indemnify, defend, and hold the
other harmless from and against any and all claims, demands, losses,
obligations, damages, liabilities, causes of action, costs, and expenses
(including, without limitation, attorney's, paralegals' and other
professionals' fees and costs) arising out of or in connection with a breach
12
by the indemnifying Party of any such representation, warranty, covenant,
or agreement.
7.02 Brokers. It is acknowledged by both Seller and Buyer that Newmark
Grubb, Pearson Commercial (“Broker”), represents the Seller as Seller’s
agent in this transaction. A Seller’s agent under a listing agreement with
the Seller acts as the agent for the Seller only. A Seller’s agent has the
following affirmative obligations: (1) To the Seller: A fiduciary duty of
utmost care, integrity, honesty and loyalty in dealings with Seller, (2) To
the Buyer and Seller: a. Diligent exercise of reasonable skills and care in
performance of the agent’s duties, b. A duty of honest and fair dealing and
good faith, and c. A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of, the Parties. An agent is not
obligated to reveal to either Party any confidential information obtained
from the other Party which does not involve the affirmative duties set forth
above. The Parties acknowledge that other than Broker, there are no other
brokers representing the Parties or due any fees and/or commissions
under this Agreement. Buyer and Seller each represent and warrant to the
other that they have not had any dealings with any person, firm, broker, or
finder in connection with the negotiation of this Agreement and/or
consummation of the purchase and sale contemplated herein, other than
Broker, and no broker or other person, firm or entity is/are entitled to any
commission or finder’s fee in connection with this transaction as the result
of any dealings or acts of such Party. Buyer and Seller do hereby agree to
indemnify, defend, protect and hold the other harmless from and against
any costs, expenses or liability for compensation, commission or charges
which may be claimed by any broker, finder or other similar party, other
than Broker by reason of any dealings or act of the indemnifying Party.
Upon successful conclusion to this transaction, any sale commission due
to Broker shall be paid solely by Seller through escrow upon Closing, as
per Seller’s separate listing agreement with Broker. Buyer shall not be
responsible for (a) paying any sales commission, or making any other
payment, to Broker, or (b) making any payment to Seller with respect to
the Broker.
7.03 Notices. All notices under this Agreement shall be in writing, and be either
personally served, sent by (i) United States Postal Service, with postage
prepaid, or (ii) a nationally recognized overnight courier service, and
addressed to the respective Parties as follows:
To Buyer: COUNTY OF FRESNO
Internal Services Department
333 Pontiac Way
Clovis, CA 93612
Attn: Robert W. Bash, Director of
Internal Services/Chief Information Officer
13
Telephone: (559) 600-5800
To Seller: Gurinder S. Sira
5383 W. Oswego Avenue
Fresno, CA 93722
Telephone: (559) 679-7717
Gfflogisticsinc@gmail.com
or to such person or at such other place as either Party may from
time to time designate by written notice to the other Party.
Notice given in the foregoing manner shall be deemed sufficiently
given for all purposes hereunder on the date such notice was (i)
personally delivered, deposited and postmarked with the United
States Postal Service, or (ii) sent by a nationally recognized
overnight courier service, and such Party shall otherwise comply
with this Section 7.04 concerning the giving of notice in such
manner, provided further that, in any event, notices of changes of
address or termination of this Agreement shall not be effective
until actual receipt. For all claims arising out of or related to this
Agreement, nothing in this section establishes, waives, or
modifies any claims presentation requirements or procedures
provided by law, including but not limited to the Government
Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
Notices given hereunder shall not be amendments or
modifications to this Agreement.
7.04 Entire Agreement. This Agreement, including all exhibits hereto,
and all related documents referred to in this Agreement or in the
related documents, and the rights and obligations of the Parties
hereto, constitutes the entire agreement between Buyer and Seller
with respect to the subject matter hereof and supersedes all other
Agreement negotiations, proposals, commitments, oral statements,
writings, advertisements, publications, and understandings of any
nature whatsoever unless expressly included in this Agreement.
7.05 Amendment. No provisions of this Agreement may be amended or
modified in any manner whatsoever except by an agreement in
writing by duly authorized representatives of both Parties.
7.06 Successors. The terms, covenants, and conditions of this
Agreement shall be binding upon and shall inure to the benefit of
the heirs, executors, administrators, and assignees of the
respective Parties.
14
7.07 Assignment.
(a) Neither Party may assign this Agreement, or transfer any of its
rights or obligations under this Agreement, or delegate any of its
obligations under this Agreement, without the prior express
written consent of the other Party.
(b) Any such assignment or attempted assignment, transfer or
attempted transfer, delegation or attempted delegation (in any
such event whether voluntary or by operation of law) and any
conveyance or attempted conveyance of, grant of rights in or
attempted grant of rights in, transfer of or attempted transfer (in
any such event (s) whether voluntary or by operation of law) of
the Real Property, or any portion thereof, or title thereto, or estate,
ownership, or interest or right therein (by way of example, but not
limited to, a security interest, lien, encumbrance or deed of trust)
by Seller (or anyone claiming by or through Seller), without such
consent shall be null and void.
7.08 Governing Law. This Agreement, including all exhibits hereto, and
the rights and obligations of the Parties hereto, shall be governed
in all respects, including validity, interpretation, and effect, by the
laws of the state of California. For purposes of venue, the
performance of this Agreement shall be deemed to be in Fresno
County, California. In the event of any litigation between the
Parties arising out of or related to this Agreement, venue for such
litigation shall only be Fresno County, California.
7.09 Headings. The subject headings of the paragraphs of this
Agreement are included for purposes of convenience only and
shall not affect the construction or interpretation of any of the
provisions herein.
7.10 Counterparts. This Agreement may be executed by the Parties in
different counterparts, all of which together shall constitute one
agreement, even though all Parties may not have signed the same
document.
7.11 Time. Time is of the essence of this Agreement.
7.12 No Third-Party Beneficiaries. Notwithstanding anything stated to
the contrary herein, there shall not be any intended third-party
beneficiaries of this Agreement whatsoever.
7.13 Partial Invalidity. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or
15
unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any
way, unless it would be unreasonable to do so in light of the object
of this Agreement as a whole.
(Signature Page Follows)
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.
SELLER: BUYER
Gurinder S. ~
Date :
FOR ACCOUNTING USE ONLY:
ORG No.: 1044
Account No.: 8300
Fund :0035
Subclass: 10000
COUNTY:
ATTEST:
Chairperson of the Board
s of the County of Fresno
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By: ~AShM\ Z~O'f)
Deputy
16
17
Exhibit A
Real Property Description
PARCEL
310 South West Avenue, Fresno, CA 93706
Your Reference: Chicago Title Company
CLTA Preliminary Report Form (Modified 11/17/06)Last Saved: 10/4/2018 2:57 PM by GW
lPrelm (DSI Rev. 9/13/16)Order No.: 45001287-450-SM-MW1
EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED FRESNO, IN THE COUNTY OF FRESNO, STATE
OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL 1: APN 458-060-25T (OLD APN)
THAT PORTION OF LOT 2 IN THE SOUTHEAST 1/4 OF SECTION 6, TOWNSHIP 14 SOUTH, RANGE 20
EAST, MOUNT DIABLO BASE AND MERIDIAN, AS PER MAP OF, THE SUBDIVISION OF SAID SECTION
RECORDED IN BOOK 2 OF PLATS AT PAGE 18, FRESNO COUNTY RECORDS, DESCRIBED AS FOLLOWS;
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT;
THENCE (1), ALONG THE SOUTH LINE OF SAID LOT NORTH 89° 57' 39" WEST, 33 FEET;
THENCE (2), NORTH 58° 50' 23" EAST, 38.61 FEET TO THE EAST LINE OF SAID LOT;
THENCE (3), ALONG SAID EAST LINE, SOUTH 0° 06' 28" WEST, 20 FEET TO THE POINT OF BEGINNING.
PARCEL 2: APN 458-060-26T (OLD APN)
THAT PORTION OF LOT 2 IN THE SOUTHEAST QUARTER OF SECTION 6, TOWNSHIP 14 SOUTH, RANGE
20 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA,
ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 2, PAGE 18 OF PLATS, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT; THENCE WESTERLY ALONG THE NORTH LINE
OF SAID LOT, 623.27 FEET TO THE NORTHEAST CORNER OF THE LAND CONVEYED TO THE CITY OF
FRESNO, A MUNICIPAL CORPORATION BY DEED RECORDED IN BOOK 1906, PAGE 452 OF OFFICIAL
RECORDS; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID CITY OF FRESNO
LAND IN A DIRECT LINE TO A POINT ON THE SOUTH LINE OF SAID LOT, 224.6 FEET WEST OF THE
SOUTHEAST CORNER OF SAID LOT; THENCE EASTERLY ALONG SAID SOUTH LINE 224.6 FEET TO THE
SOUTHEAST CORNER OF SAID LOT; THENCE NORTHERLY ALONG THE EAST LINE OF SAID LOT TO THE
POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION OF LOT 2 IN THE SOUTHEAST QUARTER OF SECTION 6,
TOWNSHIP 14 SOUTH, RANGE 20 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT;
THENCE (1), ALONG THE SOUTH LINE OF SAID LOT, NORTH 89° 57' 39" WEST, 33.00 FEET;
THENCE (2), NORTH 58° 50' 23" EAST, 38.61 FEET TO THE EAST LINE OF SAID LOT;
THENCE (3), ALONG SAID EAST LINE, SOUTH 0° 06' 28" WEST, 20.00 FEET TO THE POINT OF
BEGINNING, AS GRANTED TO THE STATE OF CALIFORNIA, BY DEED RECORDED AUGUST 6, 1973 IN
BOOK 6197, PAGE 182, AND RE-RECORDED OCTOBER 9, 1973 IN BOOK 6221, PAGE 784 OF OFFICIAL
RECORDS, DOCUMENT NO. 90342, FRESNO COUNTY RECORDS.
APN: 458-060-72 (old-458-060-26t & 25t)
18
Exhibit B
Grant Deed
Recording Requested By:
When Recorded Mail To:
The County of Fresno
Internal Services Department
333 Pontiac Way
Clovis, CA 93612
Exempt from Recording Fees; Government
Code §§ 27383, 27388.1(a)(2)(D) (AB 110,
SB 2)
Grant Deed
(Fee Simple)
Gurinder S. Sira, a married man (“Grantor”), hereby grants, as his sole and separate
real property, to the COUNTY OF FRESNO, a political subdivision of the State of
California (“Grantee”), the real property in the City of Fresno, in the County of Fresno,
State of California, described as follows:
Legal description attached as Exhibit 1 and incorporated by this reference.
GRANTEE: GRANTOR:
COUNTY OF FRESNO, a political
subdivision of the State of California
Gurinder S. Sira, a married man
By: By:
Robert W. Bash, Director Internal
Services Department/Chief Information
Officer
Date:
CONSENT: I am the spouse of Grantor, Gurinder S. Sira, a married man, and I hereby give my
voluntary consent to Grantor’s sale of the herein described real property to Buyer.
By: ______________________________
Name: Kuldeep Kaur Maan
Date: ____________________________