HomeMy WebLinkAboutAgreement A-19-332 with Horizon Enterprises.pdfSALE AND PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
(County of Fresno -HORIZON ENTERPRISES)
Agreement No . 19-332
THIS SALE AND PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is made effective this 9th day of July , 2019 ("Effective
Date"), by and between the COUNTY OF FRESNO, a political subdivision of the State
of California ("Buyer"), and Horizon Enterprises, LP, a California limited partnership
("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 those
certain real properties located at the street addresses of 192 South West
Avenue, Fresno, CA 93706, and 190 South West Avenue, Fresno, CA
93706, County of Fresno, State of California, (APN's 458-270-15 and 458-
060-61, respectively) which is approximately 122,839 square feet,
according to a draft appraisal performed by Peter Cooper, MAI, which
report is dated May 7, 2019, 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.
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
AGREEMENT TO PURCHASE THE REAL PROPERTY
1.1 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
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the Real Property from Seller, on the Closing Date (as defined in Section
6.05, herein).
1.02 Purchase Price. The “Purchase Price” shall be $460,000 for the Real
Property in “AS-IS” condition, under Section 2.03, herein.
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
$46,000.00 (“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, herein). 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, herein), 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:
Buyer shall deposit into Escrow with Escrow Holder at least three (3)
business days before the Closing Date (as defined in Section 6.05,
herein), 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.
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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
DIMINUTION OF VALUE WAS DISCOVERED BEFORE OR AFTER THE
CLOSING DATE.
BUYER ACKNOWLEDGES THAT BUYER HAS SPECIFICALLY READ AND
UNDERSTOOD, AND AGREES TO, ALL OF THE PROVISIONS OF THIS
SECTION 2.03:
(BUYER'S INITIALS)
ARTICLE Ill
CONDITION OF TITLE TO THE REAL PROPERTY
3.1 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 the Preliminary Title Report
prepared by Escrow Holder, and delivered to Buyer, pursuant to
subsection 3.02(a), herein, and which exceptions Buyer accepts
pursuant to the terms of such subsection 3.02(a).
3.2 Title Insurance.
(a) 1) Buyer acknowledges its receipt of the Preliminary Title Report,
as Order No. FFOM-2011900680-BW, dated January 18, 2019, at
7:30 a.m., which is incorporated by this reference;
2) Buyer shall notify Seller in writing within twenty (20) days after
the Effective Date of this Agreement 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 ten (10) days after Buyer's notice (if any) to
provide Buyer with written notice of its election to cure or not 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 the ten (10) day period,
this Agreement shall terminate without liability on the part of either
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first hereinabove written .
Horizon Enterprises, LP Z-_::::z::: ·j) ~
( thorized Signature)
Print Name & Title
COUNTY OF FRESNO
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Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
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Mailing Address ATTEST:
FOR ACCOUNTING USE ONLY:
Fund : Oli{OO
Subclass : 10055
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Account: e)\OO
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Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: --<1 AsAM ~~
Deputy
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