HomeMy WebLinkAboutA9013 - ALOE PALM CANYON (PROPERTY PURCHASE)REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS
This REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS ("Agreement") is dated as of , b Y, 2021 ("Date of
Agreement"), for reference purposes only, and is entered into by and between the CITY OF
PALM SPRINGS IN ITS CAPACITY AS SUCCESSOR AGENCY TO THE PALM SPRINGS
REDEVELOPMENT AGENCY, a public corporation ("Seller"), and ALOE PALM CANYON,
L.P.,, a California limited partnership ("Buyer"). The Seller and Buyer are sometimes referred to
in this Agreement, each individually, as a "Party," or collectively, as the "Parties."
RECITALS
This Agreement is entered into with reference to the following recitals of fact ("Recitals")
that City and Buyer believe to be true as of the Effective Date of this Agreement:
A. The Seller is the owner of that certain real property located at 1479 North Palm
Canyon Drive, Palm Springs (APN 505-182-004) and more specifically described in Exhibit A
attached hereto and incorporated herein by this reference ("SA Property").
B. The former Redevelopment Agency of the City of Palm Springs ("RDA")
purchased the Property in 1987 and owned the SA Property until the RDA was dissolved on
February 1, 2012, pursuant to the Dissolution Law codified at Health and Safety Code ("HSC")
Section 34170 et SeMc .
C. Seller is the successor entity to the RDA and, pursuant to the Dissolution Act, upon
the RDA's dissolution the Property transferred to the Seller.
D. Pursuant to Health and Safety Code section 34177(e), the Seller is responsible for
disposing of the assets and properties of the former RDA, as directed by the Oversight Board to
the Seller, expeditiously and in a manner aimed at maximizing value.
E. Pursuant to Health and Safety Code section 34191.5, the Property was listed on the
Seller's Long Range Property Management Plan ("LRPMP"), to be sold expeditiously and at fair
market value, and, in accordance with the Dissolution Act, the LRPMP has been approved by the
Oversight Board to the Seller and the California Department of Finance.
F. In the fall of 2019, the City issued a Request for Proposals for the purchase of the
SA Property together with a contiguous parcel (APN 505-182-010) owned by the City of Palm
Springs ("City Property").
G. Buyer has made an offer to purchase the SA Property from Seller for fair market
value, and Seller desires to sell the SA Property to Buyer pursuant to the terms and conditions of
this Agreement.
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NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND COVENANTS
OF SELLER AND BUYER SET FORTH IN THIS AGREEMENT AND OTHER GOOD AND
VALUABLE CONSIDERATION, SELLER AND BUYER AGREE, AS FOLLOWS:
TERMS AND CONDITIONS
1. DEFINITIONS
1.1 Definitions. The following words, terms and phrases are used in this Agreement
with the following meanings, unless the particular context or usage of a word, term or phrase
requires another interpretation:
1.1.1 Agreement. This Real Property Purchase and Sale Agreement and Joint
Escrow Instructions by and between Seller and Buyer, including all of the attached exhibits.
1.1.2 Approval. Any license, permit, approval, consent, certificate, ruling,
variance, authorization, conditional use permit or amendment to any of the foregoing, as shall be
necessary or appropriate under any Law to commence, perform or complete any construction on
or development of the Property.
City holidays.
1.1.3 Business Day. Monday through Friday, exclusive of Federal, State or
1.1.4 Buyer. Defined in the initial paragraph of this Agreement.
1.1.5 Buyer Title Policy. A standard CLTA owners' policy of title insurance
issued by the Title Company, with coverage in the amount of the Purchase Price, showing title to
the SA Property vested in Buyer, subject only to Permitted Exceptions.
1.1.6 Buyer's Title Notice. A written notice from the Buyer to the Seller
indicating the Buyer's acceptance of the state of the title to the SA Property, as described in the
Preliminary Report, or the Buyer's objection to specific matters shown in Schedule B of the
Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy for the SA
Property, describing in suitable detail the actions that the Buyer reasonably believes are indicated
to cure or correct each of the Buyer's objections.
1.1.7 Buyer's Title Notice Waiver. A written notice from the Buyer to the
Seller waiving the Buyer's previous objection in the Buyer's Title Notice to specific matters shown
in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title
Policy for the SA Property.
1.1.8 CEQA. The California Environmental Quality Act, Public Resources
Code Section 21000, et seq.
1.1.9 CEQA Documents. Any exemption determination, any Negative
Declaration (mitigated or otherwise) or any Environmental Impact Report (including any
addendum or amendment to, or subsequent or supplemental Environmental Impact Report)
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required or permitted by any Government, pursuant to CEQA, for Seller to approve or perform
this Agreement or issue any Approval.
1.1.10 City. The City of Palm Springs, a California charter city and municipal
corporation.
1.1.11 Claim. Any claim, loss, cost, damage, expense, liability, lien, action,
cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge,
award, assessment, fine or penalty of any kind (including consultant and expert fees and expenses
and investigation costs of whatever kind or nature and, if an Indemnitor improperly fails to provide
a defense for an Indemnitee, then Legal Costs of the Indemnitee) and any judgment.
1.1.12 Close of Escrow. The first date on which the Escrow Agent files the
Quitclaim Deed with the County for recording in the official records of the County.
1.1.13 County. The County of Riverside, California.
1.1.14 DDA. The Affordable Housing Disposition and Development Agreement
(Stevens Road and Palm Canyon Drive), dated as of 20_-_-, between the
City and Buyer for the purchase of City -owned property (APN 505-182-010) to develop affordable
housing for seniors.
1.1.15 Default. An Escrow Default, a Monetary Default or a Non -Monetary
Default.
1.1.16 Effective Date. That date upon which Buyer has executed this
Agreement, this Agreement has been approved by the Seller's governing body, and this Agreement
has been approved by the Countywide Oversight Board.
1.1.17 Escrow. An escrow, as defined in Civil Code Section 1057 and Financial
Code Section 17003(a), that is conducted by the Escrow Agent with respect to the sale of the SA
Property from Seller to Buyer pursuant to this Agreement.
1.1.18 Escrow Agent. Commonwealth Land Title Company, Cheryl Greer, or
such other Person mutually agreed upon in writing by both Seller and Buyer.
1.1.19 Escrow Closing Date. The earlier of (a) on or before the thirtieth (30th)
day after the Escrow Agent's receipt of written confirmation from both Seller and Buyer of the
satisfaction or waiver of all other conditions precedent to the Close of Escrow; (b) December 31,
2022; or (c) another date mutually agreed upon in writing between the Parties for the Close of
Escrow, in the Parties' respective sole and absolute discretion.
1.1.20 Escrow Closing Statement.
indicating, among other things, the Escrow Agent'
received by Seller or Buyer, respectively, and all
respectively, through the Escrow.
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A statement prepared by the Escrow Agent
s estimate of all funds to be deposited or
charges to be paid by Seller or Buyer,
1.1.21 Escrow Default. The unexcused failure of a Party to submit any
document or funds to the Escrow Agent as reasonably necessary to close the Escrow, pursuant to
the terms and conditions of this Agreement.
1.1.22 Escrow Opening Date. The first date on which a copy of this Agreement
signed by both Seller and Buyer is deposited with the Escrow Agent, as provided in Section 2.1.
l .l .23 Event of Default. The occurrence of anyone or more of the following:
(a) Monetary Default. A Monetary Default that continues for seven (7)
calendar days after Notice to the Party in Default, specifying in reasonable detail the amount of
money not paid or the bond or surety not provided;
(b) Escrow Default. An Escrow Default that continues for seven (7)
calendar days after Notice to the Party in Default, specifying in reasonable detail the document or
funds not submitted to the Escrow Agent;
(c) Non -Monetary Default. Any Non -Monetary Default that is not
cured within thirty (30) days after Notice to the Party in Default describing the Non -Monetary
Default in reasonable detail. In the case of such a Non -Monetary Default that cannot with
reasonable diligence be cured within thirty (30) days after the effective date of Notice of such
Default, an Event of Default shall occur, if the Party in Default does not do all of the following:
(a) within thirty (30) days after Notice of such Non -Monetary Default, advise the other Party of
the intention of the Party in Default to take all reasonable steps to cure such Non -Monetary Default;
(b) duly commence such cure within such thirty (30) day period; and (c) diligently prosecute such
cure to completion within a reasonable time under the circumstances.
1.1.24 Federal. The federal government of the United States of America.
1.1.25 FIRPTA Affidavit. A certification that Seller is not a "foreign person"
within the meaning of such term under Section 1445 of the United States Internal Revenue Code.
1.1.26 Form 593. A California Franchise Tax Board Form 593-C.
1.1.27 Government. Any and all courts, boards, agencies, commissions, offices
or authorities of any nature whatsoever of any governmental unit (Federal, State, County, district,
municipal or otherwise) whether now or later in existence.
1.1.28 Hazardous Substance. Any flammable substance, explosive, radioactive
material, asbestos, asbestos -containing material, polychlorinated biphenyl, chemical known to
cause cancer or reproductive toxicity, pollutant, contaminant, hazardous waste, medical wastes,
toxic substance or related material, explosive, petroleum, petroleum product or any "hazardous"
or "toxic" material, substance or waste that is defined by those or similar terms or is regulated as
such under any Law, including any material, substance or waste that is: (a) defined as a "hazardous
substance" under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended;
(b) designated as "hazardous substances" pursuant to 33 U.S.C. § 1321; (c) defined as a "hazardous
waste" under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §
6901, et seq., as amended; (d) defined as a "hazardous substance" or "hazardous waste" under
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Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended by the Superfund Reauthorization Act of 1986,42 U.S.C. § 9601, et seq., or any
so-called "superfund" or "superlien" law; (e) defined as a "pollutant" or "contaminant" under 42
U.S.C. § 9601(33); (f) defined as "hazardous waste" under 40 C.F.R. Part 260; (g) defined as a
"hazardous chemical" under 29 C.F.R. Part 1910; (h) any matter within the definition of
"hazardous substance" set forth in 15 U.S.C. § 1262; (i) any matter, waste or substance regulated
under the Toxic Substances Control Act ("TSCA") [15 U.S.C. Sections 2601, et seq.]; 0) any
matter, waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C.
Sections 1801, et seq.; (k) those substances listed in the United States Department of
Transportation (DOT) Table [49 C.F.R. 172.101 ]; (1) any matter, waste or substances designated
by the EPA, or any successor authority, as a hazardous substance [40 C.F.R. Part 302]; (m) defined
as "hazardous waste" in Section 25117 of the California Health and Safety Code; (n) defined as a
"hazardous substance" in Section 25316 of the California Health and Safety Code; (o) that is
subject to any other Law regulating, relating to or imposing obligations, liability or standards of
conduct concerning protection of human health, plant life, animal life, natural resources, property
or the enjoyment of life or property free from the presence in the environment of any solid, liquid,
gas, odor or any form of energy from whatever source; or (p) that is or becomes regulated or
classified as hazardous or toxic under Law or in the regulations adopted pursuant to Law.
1.1.29 Hazardous Substance Discharge. Any deposit, discharge, generation,
release or spill of a Hazardous Substance that occurs at, on, under, into or from the SA Property
or during transportation of any Hazardous Substance to or from the SA Property, or that arises at
any time from any construction, installation, use or operation or other activities conducted at, on,
under or from the SA Property, whether or not caused by a Party.
1.1.30 Indemnify. Where this Agreement states that any Indemnitor shall
"indemnify" any Indemnitee from, against or for a particular Claim, that the Indemnitor shall
indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such
Claim (alleged or otherwise). "Indemnified" shall have the correlative meaning.
1.1.31 Indemnitee. Any Person entitled to be Indemnified under the terms of
this Agreement.
1.1.32 Indemnitor. A Party that agrees to Indemnify any other Person under the
terms of this Agreement.
1.1.33 Initial Deposit. Fifty Thousand Dollars ($50,000), which shall be
deposited with the Escrow Agent by Buyer on the Escrow Opening Date.
1.1.34 Law. Every law, ordinance, requirement, order, proclamation, directive,
rule or regulation of any Government applicable to the SA Property, in any way, including relating
to any development, construction, use, maintenance, taxation, operation, occupancy of or
environmental conditions affecting the SA Property, or relating to any taxes, or otherwise relating
to this Agreement or any Party's rights, obligations or remedies under this Agreement, or any
transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted,
modified, amended or imposed at some later time, subject in all cases, however, to any applicable
waiver, variance or exemption.
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1.1.35 Legal Costs. In reference to any Person, all reasonable costs and expenses
such Person incurs in any legal proceeding or other matter for which such Person is entitled to be
reimbursed for its Legal Costs, including reasonable attorneys' fees, court costs and expenses and
consultant and expert witness fees and expenses.
1.1.36 LRPMP. The long range property management plan prepared by Seller
and approved by the Oversight Board to the Successor Agency to the Palm Springs Redevelopment
Agency and the California Department of Finance, in accordance with Health and Safety Code
section 34191.5.
1.1.37 Monetary Default. Any failure by either Party to pay or deposit, when
and as this Agreement requires, any amount of money, bond or surety required to be provided
under this Agreement, whether to or with a Party or a Third Person.
l .1.38 Non -Monetary Default. The occurrence of any of the following, except
to the extent constituting a Monetary Default or an Escrow Default: (a) any failure of a Party to
perform any of such Party's obligations under this Agreement; (b) any failure of a Party to comply
with any material restriction or prohibition in this Agreement; or (c) any other event or
circumstance that, with passage of time or giving of Notice, or both, or neither, would constitute a
breach of this Agreement by a Party.
1.1.39 Notice. Any consent, demand, designation, election, notice or request
relating to this Agreement, including any Notice of Default. All Notices must be in writing.
1.1.40 Parties. Collectively, Seller and Buyer.
1.1.41 Party. Individually, either Seller or Buyer, as applicable.
1.1.42 Permitted Exception. All of the following: (a) all items shown in the
Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy; (b) any lien
for non -delinquent property taxes or assessments; (c) any Laws applicable to the SA Property; (d)
this Agreement; (e) any existing improvements on the SA Property, if any; (f) any other document
or encumbrance expressly required or allowed to be recorded against the SA Property pursuant to
the terms of this Agreement.
1.1.43 Person. Any association, corporation, governmental entity or agency,
individual, joint venture, joint-stock company, limited liability company, partnership, trust,
unincorporated organization or other entity of any kind.
1.1.44 Preliminary Report. A preliminary report issued by the Title Company
no later than 5 days following the opening of Escrow in contemplation of the issuance of the Buyer
Title Policy, accompanied by copies of all documents listed in Schedule B of the report as
exceptions to coverage under the proposed Buyer Title Policy.
1.1.45 SA Property. That certain real property specifically described in Exhibit
"A" attached to this Agreement.
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1.1.46 Seller's Title Notice Response. The written response of the Seller to the
Buyer's Title Notice, in which the Seller either (i) elects to cause the removal from the Preliminary
Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage
under the proposed Title Policy that were objected to in the Buyer's Title Notice, or (ii) elects not
to cause the removal from the Preliminary Report of any matters shown in Schedule B of the
Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected
to in the Buyer's Title Notice.
1.1.47 Purchase Price. The amount of Nine Hundred Thousand Dollars
($900,000), which represents the fair market value of the SA Property.
1.1.48 Real Estate Taxes. Ail general and special real estate taxes (including
taxes on fixtures and equipment, sales taxes, use taxes and the like), supplemental taxes,
possessory interest taxes, special taxes imposed pursuant to a special taxing district, assessments,
municipal water and sewer rents, rates and charges, excises, levies, license and permit fees, fines,
penalties and other governmental charges and any interest or costs with respect thereto, general
and special, ordinary and extraordinary, foreseen and unforeseen, of any kind or nature whatsoever
regarding the SA Property that may be assessed, levied, imposed upon, or become due and payable
out of or in respect of, or charged with respect to or become a lien on, the SA Property.
1.1.49 Seller. The City acting in its capacity as Successor Agency to the Palm
Springs Redevelopment Agency, a public corporation.
1.1.50 Seller Quitclaim Deed. A quitclaim deed conveying Seller's interest in
the SA Property from Seller to Buyer, at the Close of Escrow, substantially in the form of Exhibit
"B" attached to this Agreement.
1.1.51 State. The State of California.
1.1.52 Third Person. Any Person that is not a Party, an Affiliate of a Party or
an officer, director, manager, shareholder, member, principal, partner, employee or agent of a
Party.
1.1.53 Title Company. Commonwealth Land Title Company, Attn: Kathy
Religioso, or such other Person mutually agreed upon in writing by both Seller and Buyer.
1.1.54 Unavoidable Delay. A delay in either Party performing any obligation
under this Agreement arising from or on account of any cause whatsoever beyond the Party's
reasonable control, including strikes, labor troubles or other union activities, casualty, war, acts of
terrorism, riots, pandemic, quarantine restrictions, litigation, governmental action or inaction,
regional natural disasters or inability to obtain required materials. Unavoidable Delay shall not
include delay caused by a Party's financial condition or insolvency.
2. PURCHASE AND SALE OF SA PROPERTY
2.1 Escrow. Seller shall sell the SA Property to Buyer and Buyer shall purchase the
SA Property from Seller, subject to the Permitted Exceptions, on the terms and conditions of this
Agreement. For the purposes of exchanging funds and documents to complete the sale of the SA
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Property from Seller to Buyer and the purchase of the SA Property by Buyer from Seller, pursuant
to the terms and conditions of this Agreement, Seller and Buyer agree to open the Escrow with the
Escrow Agent. Buyer shall cause the Escrow to be opened within two (2) business days following
the Effective Date. Escrow Agent shall promptly confirm the Escrow Opening Date in writing to
each of the Parties. The provisions of Section 3 are the joint escrow instructions of the Parties to
the Escrow Agent for conducting the Escrow.
2.2 Payment of Purchase Price. Buyer shall purchase the SA Property from Seller for
the Purchase Price, subject to the terms and conditions of this Agreement. Buyer shall pay the
Purchase Price to Seller at the Close of Escrow in immediately available funds.
2.3 Initial Deposit. Buyer shall deliver the Initial Deposit to Escrow Agent on the
Escrow Opening Date.
2.4 Title Approval. As soon as practicable following the opening of the Escrow, the
Seller shall obtain from Title Company the Preliminary Report and deliver a copy of the
Preliminary Report to the Buyer. Within thirty (30) business days following the Buyer's receipt
of the Preliminary Report, the Buyer shall deliver the Buyer's Title Notice to the Seller. If the
Buyer fails to deliver the Buyer's Title Notice to the Seller within thirty (30) business days
following the Buyer's receipt of the Preliminary Report, the Buyer will be deemed to disapprove
the status of title to the SA Property and refuse to accept title to the SA Property, in which case
the Seller shall have the right, subject to Section 2.4.22.4.2, to cancel the Escrow and terminate
this Agreement, in the Seller's sole discretion, without liability to the Buyer or any other person,
by delivery of a written notice of termination to the Buyer and Escrow Agent. Within twenty (20)
business days following receipt by the Seller of Buyer's Title Notice, if any, the Seller shall serve
Seller's Title Notice Response. If Buyer's Title Notice does not object to any matter in the
Preliminary Report, the Seller shall not be required to serve Seller's Title Notice Response. If the
Seller does not serve Seller's Title Notice Response, if necessary, within twenty (20) business days
following its receipt of Buyer's Title Notice, the Seller shall be deemed to elect not to remove any
matter objected to in Buyer's Title Notice, if any, from the Preliminary Report. If the Seiler elects
in Seller's Title Notice Response to cause the removal of any matter objected to in Buyer's Title
Notice from the Preliminary Report, the Seller shall cause the removal of each such objectionable
matter from the Preliminary Report within sixty (60) business days following receipt by the Buyer
of Seller's Title Notice Response or such other period of time that may be agreed to in writing by
both the Seller and the Buyer. If the Seller is unwilling or unable to cause the removal of any
matter objected to in Buyer's Title Notice from the Preliminary Report, then, within ten (10)
business days following the Buyer's receipt of Seller's Title Notice Response stating that the Seller
is unwilling to remove or cause the removal of any matter objected to in Buyer's Title Notice or
upon the expiration of the above sixty (60) business day time period during which the Seller elected
to remove such objectionable matters from the Preliminary Report and was unable to do so, the
Buyer may either (1) refuse to accept the title to and conveyance of the SA Property, in which case
the Parties shall have the right, subject to 2.4.2, to cancel the Escrow and terminate this Agreement
without liability to either Party or any other person, by delivery of a written notice of termination
to the Escrow Agent, or (2) waive its objection to any items set forth in Buyer's Title Notice by
delivering Buyer's Title Notice Waiver to the Seller. Failure by the Buyer to deliver Buyer's Title
Notice Waiver, where Seller's Title Notice Response or the Seller's failure to serve Seller's Title
Notice Response indicates the Seller's election not to cause the removal of any matter objected to
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in Buyer's Title Notice from the Preliminary Report, for the Seller to deliver Seller's Title Notice
Response under this Agreement, will be deemed the Buyer's continued refusal to accept the title
to and conveyance of the Property, in which case the Seller shall have the right, subject to Section
2.4.2, to cancel the Escrow and terminate this Agreement, in the Seller's sole discretion, without
liability to the Buyer or any other person, by delivery of a written notice of termination to the
Buyer and Escrow Agent.
2.4.1 If at any time prior to the Escrow Closing Date the Title Company issues
an updated Preliminary Report containing any previously undisclosed matter affecting title to the
Property, or the Seller becomes aware of any previously undisclosed matter affecting title to the
Property, following the delivery of the Buyer's Title Notice, the Seller shall provide written notice
to the Buyer of such matter, together with any updated Preliminary Report related to such matter.
The Seller and the Buyer shall have such rights and obligations with respect to such previously
undisclosed title matters as they did with respect to any title matters set forth in the original
Preliminary Report as set forth in Section 2.4.
2.4.2 Before exercising any right a Party may have under this Section 2.4 to
cancel the Escrow and terminate this Agreement, such Party shall notify the non -terminating Party
in writing of its election to terminate and shall, upon the non -terminating Parry's request, which
must be delivered, if at all, within three (3) days following its receipt of the terminating Party's
notice of election to terminate, meet and confer with the non -terminating Party for a period of
thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any
Party to negotiate, in good faith, methods and means by which the objectionable title matter may
be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or
warranty by any Party that an acceptable resolution of the objectionable title matter will be
achieved, nor shall any Party be obligated to expend any funds or undertake any other action
whatsoever with respect to such title matter unless such agreement is reduced to a writing which
is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30)
day period, the Parties have not been able to agree on a mutually acceptable method of resolving
such title matter, or if any proposed agreement is disapproved by the Seller's governing body, the
Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and
the Parties shall proceed pursuant to Section 3.12.
2.5 "AS -IS" Acquisition. Except for the representations and warranties set forth herein
that expressly survive the Close of Escrow, the Close of Escrow shall evidence Buyer's
unconditional and irrevocable acceptance of the SA Property in the SA Property' AS IS, WHERE
IS, SUBJECT TO ALL FAULTS CONDITION, AS OF THE CLOSE OF ESCROW, WITHOUT
WARRANTY as to character, quality, performance, condition, title, physical condition, zoning,
land use restrictions, the availability or location of utilities or services, the location of any public
infrastructure on or off of the SA Property (active, inactive or abandoned), the suitability of the
SA Property for Buyer's intended use or any other use or the existence or absence of Hazardous
Substances affecting the SA Property and with full knowledge of the physical condition of the SA
Property, the nature of Seller's interest in and use of the SA Property, all laws applicable to the
SA Property and any and all conditions, covenants, restrictions, encumbrances and all matters of
record relating to the SA Property. The Close of Escrow shall further constitute Buyer's
representation and warranty to Seller that: (a) Buyer has had ample opportunity to inspect and
evaluate the SA Property and the feasibility of the uses and activities Buyer is entitled to conduct
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on the SA Property; (b) Buyer is experienced in real estate development; (c) Buyer is relying
entirely on Buyer's experience, expertise and Buyer's own inspection of the SA Property in the
SA Property's current state in proceeding with acquisition of the SA Property; (d) Buyer accepts
the SA Property in the SA Property's condition as of the Close of Escrow; (e) to the extent that
Buyer's own expertise with respect to any matter regarding the SA Property is insufficient to
enable Buyer to reach an informed conclusion regarding such matter, Buyer has engaged the
services of Persons qualified to advise Buyer with respect to such matters; (0 Buyer has received
assurances acceptable to Buyer by means independent of Seller or Seller's agents of the truth of
all facts material to Buyer's acquisition of the SA Property; and (g) the SA Property is being
acquired by Buyer as a result of Buyer's own knowledge, inspection and investigation of the SA
Property and not as a result of any representation made by Seller or Seller's agents relating to the
condition of the SA Property, unless such statement or representation is expressly and specifically
set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or
implied warranties regarding the SA Property other than those expressly set forth herein.
2.6 No Commitment to Development. The Parties agree that nothing in this Agreement
is intended to commit the Buyer to completing a particular project or to commit the City to granting
any Approval. Approval of this Agreement does not constitute approval by the City of any
development of the Property or of other activity on the Property that would have a direct or
reasonably foreseeable indirect environmental impact pursuant to CEQA. (See 14 C.C.R. §§
15060(c); 15378(b).) Moreover, Buyer's future use or development of the Properties is expressly
conditioned on CEQA compliance. City shall conduct environmental review in accordance with
CEQA prior to taking any discretionary action with regard to any proposed development of the
Property. Nothing in this Agreement shall be construed to limit the City's discretion to consider
and adopt any mitigation measure or project alternative, including the alternative of rejecting any
proposed development of the Property, as provided in Public Resources Code section 21002.
Following completion of the City's environmental review of any proposed development of the
Property, the City shall file a notice of such approval as provided in Public Resources Code section
21152. Buyer's purchase of the Property will serve the current needs of the City.
2.7 Sale Contingent on DDA. The sale of and Close of Escrow on the SA Property
shall not occur unless Buyer is in a position, in all material respects, to close escrow on the City
Property being sold through the DDA with the City.
2.8 Right of First Refusal. Buyer shall not sell the SA Property to a Third Person in
the future without first giving the City the option to purchase the property at fair market value and
the City has declined its right to exercise said option.
3. JOINT ESCROW INSTRUCTIONS
3.1 Escrow Instructions. This Section 3 constitutes the joint escrow instructions of the
Parties to Escrow Agent for conduct of the Escrow for the purchase and sale of the SA Property,
as contemplated by this Agreement. Buyer and Seller shall sign such further escrow instructions
consistent with the provisions of this Agreement as may be reasonably requested by Escrow Agent.
In the event of any conflict between the provisions of this Agreement and any further escrow
instructions requested by Escrow Agent, the provisions of this Agreement shall control.
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3.2 Escrow Agent Authority. Seller and Buyer authorize Escrow Agent to:
3.2.1 Charges. Pay and charge Seller and Buyer for their respective shares of
the applicable fees, taxes, charges and costs payable by either Seller or Buyer regarding the
Escrow;
3.2.2 Settlement/Closing Statements. Release each Party's Escrow Closing
Statement to the other Party;
3.2.3 Document Recording. File any documents delivered for recording
through the Escrow with the office of the Recorder of the County for recordation in the official
records of the County, pursuant to the joint instructions of the Parties; and
3.2.4 Counterpart Documents. Utilize documents signed by Seller or Buyer
in counterparts, including attaching separate signature pages to one original of the same document.
3.3 Buyer's Conditions Precedent to Close of Escrow. Provided that the failure of any
such condition to be satisfied is not due to a Default under this Agreement by Buyer, Buyer's
obligation to purchase the SA Property from Seller on the Escrow Closing Date shall be
conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Buyer) of
each of the following conditions:
3.3.1 Title Policy. Title Company is committed to issue the Buyer Title Policy
to Buyer upon payment of Title Company's premium for such policy;
3.3.2 Seller Escrow Deposits. Seller deposits all of the items into Escrow
required by Section 3.6;
3.3.3 Settlement/Closing Statement. Buyer reasonably approves Buyer's
Escrow Closing Statement;
3.3.4 Seller Pre -Closing Obligations. Seller performs all of the material
obligations required to be performed by Seller pursuant to this Agreement prior to the Close of
Escrow.
3.4 Seller's Conditions Precedent to Close of Escrow. Provided that the failure of any
such condition to be satisfied is not due to a Default under this Agreement by Seller, Seller's
obligation to sell the SA Property to Buyer on the Escrow Closing Date shall be conditioned upon
the satisfaction or waiver (waivers must be in writing and signed by Seller) of each of the following
conditions precedent to such sale on or before the Escrow Closing Date:
3.4.1 Buyer Escrow Deposits. Buyer deposits all of the items into Escrow
required by Section 3.5;
3.4.2 Settlement/Closing Statement. Seller reasonably approves Seller's
Escrow Closing Statement;
55575 18 l 75\34039673.5
3.4.3 DDA with City. Buyer is prepared, in all material respects, to close
escrow on the City Property being sold to Buyer through its DDA with the City;
3.4.4 Countywide Oversight Board Approval. The Countywide Oversight
Board has approved of the sale of the SA Property to Buyer; and
3.4.5 Buyer Pre -Closing Obligations. Buyer performs all of the material
obligations required to be performed by Buyer pursuant to this Agreement prior to Close of
Escrow.
3.5 Buyer's Escrow Deposits. Buyer shall deposit the following items into Escrow and,
concurrently, provide a copy of each document submitted into Escrow to Seller, at least one (1)
Business Day prior to the Escrow Closing Date:
3.5.1 Closing Funds. All monetary amounts required to be deposited into
Escrow by Buyer under the terms of this Agreement to close the Escrow, all in immediately
available funds;
3.5.2 Escrow Closing Statement. Buyer's Escrow Closing Statement signed
by the authorized representative(s) of Buyer; and
3.5.3 Other Reasonable Items. Any other money or documents required to be
delivered by Buyer under the terms of this Agreement or as otherwise reasonably requested by
Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that
have not previously been delivered by Buyer.
3.6 Seller's Escrow Deposits. Seller shall deposit the following items into Escrow and,
concurrently, provide a copy of each document (excluding the Seller Quitclaim Deed) deposited
into Escrow to Buyer, at least one (1) Business Day prior to the Escrow Closing Date:
3.6.1 Quitclaim Deed. The Seller Quitclaim Deed signed by the authorized
representative(s) of Seller in recordable form;
3.6.2 Escrow Closing Statement. Seller's Escrow Closing Statement signed
by the authorized representative(s) of Seller;
3.6.3 FIRPTA Affidavit. A FIRPTA affidavit signed by the authorized
representative(s) of Seller, in the form used by the Escrow Agent;
3.6.4 Form 593. A Form 593 signed by the authorized representative(s) of
Seller; and
3.6.5 Other Reasonable Items. Any other money or documents required to be
delivered by Seller under the terms of this Agreement or as otherwise reasonably requested by
Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that
have not been previously delivered by Seller.
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55575.18175134039673 5
3.7 Closing Procedure. Upon Escrow Agent's receipt of written confirmation from
both Buyer and Seller that each of their respective conditions precedent to the Close of Escrow are
satisfied or waived, Escrow Agent shall close the Escrow by doing all of the following:
3.7.1 Recording and Distribution of Documents. Escrow Agent shall cause
the following documents to be filed with the Recorder of the County for recording in the official
records of the County regarding the SA Property in the following order of priority at Close of
Escrow: (a) the Seller Quitclaim Deed; and (b) any other documents to be recorded regarding the
SA Property through the Escrow upon the joint instructions of the Parties. At Close of Escrow,
Escrow Agent shall deliver conformed copies of all documents fled with the Recorder of the
County for recording in the official records of the County through the Escrow to Seller, Buyer and
any other Person designated in the written joint escrow instructions of the Parties to receive an
original or conformed copy of each such document. Each conformed copy of a document filed for
recording shall show all recording information. The Parties intend and agree that this Section 3.7.1
shall establish the relative priorities of the documents to be recorded in the official records of the
County through the Escrow, by providing for recordation of senior interests prior to junior
interests, in the order provided in this Section 3.7.1;
3.7.2 Funds. Distribute all funds held by the Escrow Agent pursuant to the
Escrow Closing Statements approved in writing by Seller and Buyer, respectively;
3.7.3 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States
Internal Revenue Service;
3.7.4 Form 593. File the Form 593 with the California Franchise Tax Board;
�J
3.7.5 Title Policy. Obtain from the Title Company and deliver to Buyer the
Buyer Title Policy issued by the Title Company.
3.8 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing
Date. If for any reason the Close of Escrow has not occurred on or before the Escrow Closing
Date, then any Party not then in Default under this Agreement may cancel the Escrow and
terminate this Agreement, without liability to the other Party or any other Person for such
cancellation and termination, by delivering Notice of termination to both the other Party and
Escrow Agent. Following any such Notice of termination of this Agreement and cancellation of
the Escrow, the Parties and Escrow Agent shall proceed pursuant to Section 3.12. Without limiting
the right of either Party to cancel the Fscrow and terminate this Agreement, pursuant to this Section
3.8, if the Escrow does not close on or before the Escrow Closing Date and neither Party has
exercised its contractual right to cancel the Escrow and terminate this Agreement under this
Section 3.8 before the first date on which f ,scrow Agent Notifies both Parties that Escrow is in a
position to close in accordance with the terms and conditions of this Agreement, then the Escrow
shall close as soon as reasonably possible following the first date on which Escrow Agent Notifies
both Parties that Escrow is in a position to close in accordance with the terms and conditions of
this Agreement.
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55575 18175\34019673.5
3.9 Escrow Costs. Escrow Agent shall Notify Buyer and Seller of the costs to be borne
by each of them at the Close of Escrow by delivering an Escrow Closing Statement to both Seller
and Buyer at least four (4) Business Days prior to the Escrow Closing Date. Each party shall pay
its own costs and expenses arising in connection with the Closing (including, without limitation,
its own attorneys' and advisors' fees, charges, and disbursements), except the following costs (the
"Closing Costs"), which shall be allocated between the parties as follows:
(a) Escrow fees and costs shall be paid one-half by Seller and one-half
by Buyer;
(b) The cost of the Title Policy attributable to the standard coverage
portion shall be paid by Seller;
(c) The cost of the Title Policy attributable to the extended coverage
portion shall be paid by Buyer; and
(d) Buyer shall pay the cost of any documentary transfer taxes in
connection with the recording of the Seller Quitclaim Deed;
(e) All other closing fees and costs shall be charged to and paid by Seller
and Buyer in accordance with customary practices in the County.
3.10 Allocation of Taxes. Real Estate Taxes relating to the SA Property, if any, shall be
prorated between Seller and Buyer as of Midnight on the date prior to the Close of Escrow.
3.11 Escrow Cancellation Charges. If the Escrow fails to close due to Seller's Default
under this Agreement, Seller shall pay all ordinary and reasonable Escrow and title order
cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the
Escrow fails to close due to Buyer's Default under this Agreement, Buyer shall pay all ordinary
and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title
Company, respectively, if any. If the Escrow fails to close for any reason other than the Default
of either Buyer or Seller, Buyer and Seller shall each pay one-half (112) of any ordinary and
reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title
Company, respectively, if any.
3.12 Escrow Cancellation. If this Agreement is terminated pursuant to a contractual
right granted to a Party in this Agreement to terminate this Agreement (other than due to an Event
of Default by the other Party), the Parties shall do all of the following:
3.12.1 Cancellation Instructions. The Parties shall, within seven (7) Business
Days following Escrow Agent's written request, sign any reasonable Escrow cancellation
instructions requested by L;scrow Agent;
3.12.2 Return of Funds and Documents. Within seven (7) Business Days
following receipt by the Parties of a settlement statement of Escrow and title order cancellation
charges from Escrow Agent (if any) or within seven (7) Business days following Notice of
termination, whichever is earlier: (a) Buyer or Escrow Agent shall return to Seller all documents
previously delivered by Seller to Buyer or I':scrow Agent, respectively, regarding the Escrow; (b)
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55575 18175\34039673 5
Seller or Escrow Agent shall return to Buyer all documents previously delivered by Buyer to Seller
or Escrow Agent, respectively, regarding the Escrow; (c) Escrow Agent shall, unless otherwise
provided in this Agreement, return to Buyer all funds deposited in Escrow by Buyer, less Buyer's
share of customary and reasonable Escrow and title order cancellation charges (if any) in
accordance with Section 3.11; and (d) Escrow Agent shall, unless otherwise provided in this
Agreement, return to Seller all funds deposited in Escrow by Seller, less Seller's share of
customary and reasonable Escrow and title order cancellation charges (if any) in accordance with
Section 3.11.
3.13 Eminent Domain. If any portion of the SA Property or any interest in any portion
of the SA Property becomes the subject of any eminent domain proceeding prior to Close of
Escrow, including the filing of any notice of intended eminent domain action or proceedings in the
nature of eminent domain, Seller shall give Buyer Notice of such occurrence and Buyer shall have
the option, exercisable within ten (10) Business Days after receipt of such Notice from Seller, to
either: (a) cancel the Escrow and terminate this Agreement, in which case the Parties and the
Escrow Agent shall proceed in accordance with Section 3.12; or (b) continue with this Agreement
in accordance with its terms, in which event Seller shall assign to Buyer, at the Close of Escrow,
any right of Seller to receive any eminent domain award attributable to the SA Property acquired
by Buyer pursuant to this Agreement.
4. REMEDIES
4.1 BUYER'S RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON
RECOVERY OF DAMAGES.
4.1.1 ELECTION OF REMEDIES. DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT BY SELLER UNDER THIS AGREEMENT PRIOR TO THE
CLOSING, BUYER SHALL BE LIMITED TO EITHER OF THE FOLLOWING REMEDIES:
(1) AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE OF THIS
AGREEMENT; OR (2) TERMINATION OF THIS AGREEMENT AND AN ACTION TO
RECOVER THE INITIAL DEPOSIT. UNDER NO CIRCUMSTANCES SHALL SELLER BE
LIABLE TO BUYER UNDER THIS AGREEMENT FOR ANY AMOUNT EXCEEDING THE
AMOUNT SET FORTH IN THIS SECTION 4.1.1, ANY SPECULATIVE, CONSEQUENTIAL,
COLLATERAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY LOSS OF
PROFITS SUFFERED OR CLAIMED TO HAVE BEEN SUFFERED BY BUYER.
4.1.2 WAIVER OF RIGHTS. SELLER AND BUYER EACH
ACKNOWLEDGE AND AGREE THAT SELLER WOULD NOT HAVE ENTERED INTO
THIS AGREEM[NT IF SELLER WERE TO BE LIABLE TO BUYER FOR ANY MONETARY
DAMAGES, MONETARY RECOVERY OR ANY REMEDY DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER, OTHER THAN
SPECIFIC PERFORMANCE OF THIS AGREEMENT OR TERMINATION OF THIS
AGREEMENT AND PAYMENT OF THE AMOUNT SPECIFIED IN CLAUSE "(2)" OF
SECTION 4.LL ACCORDINGLY, SELLER AND BUYER AGREE THAT THE REMEDIES
SPECIFICALLY PROVIDED FOR IN SECTION 4.1.1 ARE REASONABLE AND SHALL BE
BUYER'S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT UNDER THIS AGREEMENT BY SELLER.
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55575 18175L34034673.5
BUYER WAIVES ANY RIGHT TO PURSUE ANY REMEDY OR DAMAGES AGAINST
SELLER ARISING FROM OR RELATING TO THIS AGREEMENT OTHER THAN THOSE
SPECIFICALLY PROVIDED IN SECTION 4.1.1.
4.1.3 STATE CIVIL CODE SECTION 1542 WAIVER. BUYER
ACKNOWLEDGES THE PROTECTIONS OF STATE CIVIL CODE SECTION 1542
REGARDING THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 4.1,
WHICH CIVIL CODE SECTION READS AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY,
4.1.4 ACKNOWLEDGMENT. BY INITIALING BELOW, BUYER
KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF STATE CIVIL CODE
SECTION 1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER
STATE OR FEDERAL) OF SIMILAR EFFECT SOLELY REGARDING THE WAIVERS AND
RELEASES CONTAINED IN THIS SECTION 4.1.
Initials of Authorized
Buyer Representative(s)
4.1.5 STATEMENT OF INTENT. STATE CIVIL CODE SECTION 1542
NOTWITHSTANDING, IT IS THE INTENTION OF BUYER TO BE BOUND BY THE
LIMITATIONS ON DAMAGES AND REMEDIES SET FORTH IN THIS SECTION 4.1, AND
BUYER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST SELLER FOR
MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE
RELIEF RELATED TO ANY EVENT OF DEFAULT UNDER THIS AGREEMENT BY
SELLER, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4.1, WHETHER OR
NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO BUYER AS OF
THE EFFECTIVE DATE.
4.2 LIQUIDATED DAMAGES TO SELLER. IF THE CLOSE OF ESCROW DOES
NOT OCCUR ON OR BEFORE THE ESCROW CLOSING DATE DUE TO BUYER'S
DEFAULT, THEN SELLER SHALL RETAIN THE INITIAL DEPOSIT, AS LIQUIDATED
DAMAGES. THE AMOUNT OF THE INITIAL DEPOSIT IS THE REASONABLE ESTIMATE
BY THE PARTIES OF THE DAMAGES SELLER WOULD SUFFER FROM SUCH DEFAULT,
IT BEING AGREED THAT IT IS EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE AND
IMPRACTICABLE, TO FIX THE EXACT AMOUNT OF DAMAGE THAT WOULD BE
INCURRED BY SELLER AS A RESULT OF SUCH DEFAULT BY BUYER. UPON SUCH A
DEFAULT BY BUYER, ESCROW SHALL BE CANCELED AND THE PARTIES SHALL
PROCEED IN ACCORDANCE WITH SECTION Error! Reference source not found.. IN
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55575.18175134039673.5
ADDITION, IF ALL OR ANY PORTION OF THE INITIAL DEPOSIT HAS BEEN
DEPOSITED INTO ESCROW BY BUYER, ESCROW AGENT IS HEREBY IRREVOCABLY
INSTRUCTED BY BUYER AND SELLER TO DISBURSE THE INITIAL DEPOSIT TO
SELLER AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT UNDER THIS
AGREEMENT AND FAILURE TO COMPLETE THE PURCHASE OF THE SA PROPERTY,
PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, ET. SEQ.
4.3 Legal Actions. Either Party may institute legal action, at law or in equity, to enforce
or interpret the rights or obligations of the Parties under this Agreement or recover damages,
subject to the provisions of Section 4.1 or Section 4.2, as applicable.
4.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this
Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and
the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise
by such Party, at the same or different times, of any other rights or remedies for the same Default
or the same rights or remedies for any other Default by the other Party.
5. GENERAL PROVISIONS
5.1 Notices, Demands and Communications Between the Parties. Any and all Notices
submitted by one Party to another Party pursuant to or as required by this Agreement shall be
proper, if in writing and sent by messenger for immediate personal delivery, nationally recognized
overnight (one Business Day) delivery service (i.e., United Parcel Service, Federal Express, etc.)
or by registered or certified United States mail, postage prepaid, return receipt requested, to the
address of the recipient Party, as designated below in this Section 5.1. Notices may be sent in the
same manner to such other addresses as either Party may from time to time designate by Notice in
accordance with this Section 5.1. Notice shall be deemed received by the addressee, regardless of
whether or when any return receipt is received by the sender or the date set forth on such return
receipt, on the day that the Notice is sent by messenger for immediate personal delivery, one
Business Day after delivery to a nationally recognized overnight delivery service or three (3)
calendar days after the Notice is placed in the United States mail in accordance with this Section
5.1. Any attorney representing a Party may give any Notice on behalf of such Party. The Notice
addresses for the Parties, as of the Lffective Date, are as follows:
To Buyer: Aloe Palm Canyon, L.P.,
c/o West Hollywood Community Housing
Corporation
7530 Santa Monica Blvd
West Hollywood, CA 90046
Attn: Matt Mason, Director of Real Estate
Development
With a copy to: Gubb & Barshay LLP
505 14" Street, Suite 505
Oakland, CA 94612
Attn: Sarah C. Perez, Esq.
- l 7-
55575.18175134039673.5
To Seller: Successor Agency to the Palm Springs
Redevelopment Agency
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
With a copy to: Best Best & Krieger LLP
18101 Von Karman Ave.
Irvine, CA 92612
Attn: Elizabeth Wagner Hull
5.2 Relationship of Parties. The Parties each intend and agree that Seller and Buyer
are independent contracting entities and do not intend by this Agreement to create any partnership,
joint venture or similar business arrangement, relationship or association between them.
5.3 Calculation of Time Periods. Unless otherwise specified, all references to time
periods in this Agreement measured in days shall be to business days, all references to time periods
in this Agreement measured in months shall be to consecutive calendar months and all references
to time periods in this Agreement measured in years shall be to consecutive calendar years. Any
reference to Business Days in this Agreement shall mean consecutive Business Days.
5.4 Governing Law. The procedural and substantive laws of the State shall govern the
interpretation and enforcement of this Agreement, without application of conflicts of laws
principles or statutes. The Parties acknowledge and agree that this Agreement is entered into, is
to be fully performed in and relates to real property located in the County. All legal actions arising
from this Agreement shall be filed in the Superior Court of the State in and for the County or in
the United States District Court with jurisdiction in the County.
5.5 Unavoidable Dela • Extension of Time of Performance. Performance by either
Party under this Agreement shall not be deemed or considered to be in Default, where any such
Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable
Delay shall Notify the other Party: (a) within twenty (20) days after such Party knows of any such
Unavoidable Delay; and (b) within twenty (20) days after such Unavoidable Delay ceases to exist.
The extension of time for performance under this Agreement resulting from the occurrence of an
Unavoidable Delay shall commence on the date of occurrence of the condition causing the
Unavoidable Delay and shall in no event be longer than ninety (90) days after written notice is
received by a Party from the other Party of the occurrence of such an Unavoidable Delay; provided,
however, that failure to perform by a Party due to the occurrence of an Unavoidable Delay shall
not constitute a breach or Default of this Agreement. Notice of an Unavoidable Delay must
describe the Unavoidable Delay in reasonable detail. The Party claiming an extension of time to
perform due to an [ Jnavoidable Delay shall exercise commercially reasonable efforts to cure the
condition causing the Unavoidable Delay, within a reasonable time.
5.6 Real Estate Commissions. Seller shall not be liable for any real estate commissions,
brokerage fees or finder fees that may arise from or be related to this Agreement. Buyer shall pay
any fees or commissions or other expenses related to its retention or employment of real estate
brokers, agents or other professionals.
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S 5575 18175\34039673 5
5.7 Third -Party Beneficiaries. Except for the rights expressly conferred to the City in
this Agreement in Sections 2.6 and 2.7, nothing else in this Agreement, express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any Person
other than the Parties and their respective permitted successors and assigns, nor is anything in this
Agreement intended to relieve or discharge any obligation of any Third Person to any Party or give
any Third Person any right of subrogation or action over or against any Party.
5.8 Effect. This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective heirs, executors, administrators, legal representatives, successors and assigns.
5.9 Time Declared to be of the Essence. As to the performance of any obligation under
this Agreement of which time is a component, the performance of such obligation within the time
specified is of the essence.
5.10 Entire Agreement. This Agreement integrates all of the terms and conditions
mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or
previous agreements between the Parties with respect to the SA Property.
5.11 Waivers and Amendments. All waivers of the provisions of this Agreement must
be in writing and signed by the authorized representative(s) of the Party making the waiver. Failure
to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction
or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant,
condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers
under this Agreement, at any one time or more times, be deemed a waiver or relinquishment of
such right or power at any other time or times. All amendments to this Agreement must be in
writing and signed by the authorized representative(s) of both Seller and Buyer.
5.12 Survival of Agreement. All of the provisions of this Agreement shall be applicable
to any dispute between the Parties arising from this Agreement, whether prior to or following
expiration or termination of this Agreement, until any such dispute is finally and completely
resolved between the Parties, either by written settlement, entry of a non -appealable judgment or
expiration of all applicable statutory limitations periods and all terms and conditions of this
Agreement relating to dispute resolution, indemnity or limitations on damages or remedies shall
survive any expiration or termination of this Agreement.
5.13 Counterparts. This Agreement may be signed in multiple counterpart originals each
of which is deemed to be an original and all of which shall constitute one agreement.
5.14 Facsimile or Electronic Signatures. Signatures delivered by facsimile or
electronically shall be binding as originals upon the Party so signing and delivering; provided,
however, that original signature(s) of each Party shall be required for each document to be
recorded.
[Signatures on following page]
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55575.1&175134039673 5
SIGNATURE PAGE
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS
IN WITNESS WHEREOF, the Parties have signed and entered into this Agreement by and
through the signatures of their respective authorized representative(s) as follow:
SELLER:
CITY OF PALM SPRINGS ACTING IN
ITS CAPACITY AS SUCCESSOR
AGENCY TO THE PALM SPRINGS
REDEVELOPMENT AGENCY, a public
corporation
By:
Just' lifton
Executive Director �t)
Attest:
By:
Anthony M 'ia
City Clerk
BUYER:
ALOE PALM CANYON, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC, a California
limited liability company, its general partner
By: West Hollywood Community Housing
Corporation, a California nonprofit public
benefit corporation, its sole member/manager
By:
Name: Jesse Slansky
Title: President and CEO
Approved as to form: APPROVED BY CITY COUNCIL
R9dl3
Best Best & Krieger LLP
By:._ ..
J S. Bal . ger
Successor Agency Counsel
-20-
55575.18175134039673.5
1*:1:11111 .1
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS
Property Legal Description
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL B: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
LOT 12 IN BLOCK A OF LOS ANGELES PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN BOCK
15 PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL B1: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
THAT PORTION OF LOTS 5 AND 6 IN BLOCK A OF LAS PALMAS ESTATES, AS SHOWN BY MAP ON
FILE IN BOOK 15, PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 5, BEING ALSO THE MOST
NORTHERLY CORNER OF SAID LOT 6;
THENCE SOUTH 89050' WEST ALONG THE BOUNDARY LINE OF SAID LOT 5, 35,77 FEET;
THENCE IN A SOUTHWESTERLY DIRECTION TO A POINT ON THE NORTHERLY LINE OF CAMINO
DEL NORTE, 3 FEET SOUTHEASTERLY FROM THE NORTHWESTERLY CORNER OF SAID LOT 6:
THENCE SOUTH ALONG THE EASTERLY LINE OF CAMINO DEL NORTE TO THE
SOUTHWESTERLY CORNER OF SAID LOT 6;
THENCE EASTERLY, ALONG THE SOUTHERLY LINE OF SAID LOT 6, TO THE SOUTHEASTERLY
CORNER OF SAID LOT;
THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID LOT 6, TO THE POINT OF
BEGINNING.
EXHIBIT A
55575 18175134039673 5
EXHIBIT B
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS
Seller Quitclaim Deed
EXHIBIT B
55575 18175\34039673.5
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Attention:
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Exempt from Recording Fees Government Code section 27383
QUITCLAIM DEED
(APN 505-182-004)
The undersigned declares:
Documentary Transfer Tax is: $
[City or County where Property is located]
Assessor's Parcel No.:
a computed on full value of interest or property conveyed, or
a computed on full value of liens or encumbrances remaining at time of sale.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
CITY OF PALM SPRINGS ACTING IN ITS CAPACITY AS SUCCESSOR
AGENCY TO THE PALMS SPRINGS REDEVELOPMENT AGENCY, a public
body, corporate and politic ("Grantor"),
does hereby remise, release and forever quitclaim to
ALOE PALM CANYON, L.P, a California limited partnership ("Grantee"),
All of Grantor's right, title, and interest in that certain real property legally described in Exhibit "1"
attached to and by this reference incorporated into this Quitclaim Deed.
Dated: _ CITY OF PALM SPRINGS ACTING IN ITS
CAPACITY AS THE SUCCESSOR AGENCY
TO THE PALM SPRINGS REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:
Justin Clifton
Executive Director
EXHIBIT B
55575 18175134034673.5
Exhibit "1"
To
Quitclaim Deed
(APN 505-182-004)
ProperProperix Legal Description
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL B: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
LOT 12 IN BLOCK A OF LOS ANGELES PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN BOOK
15 PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL B1: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
THAT PORTION OF LOTS 5 AND 6 IN BLOCK A OF LAS PALMAS ESTATES, AS SHOWN BY MAP ON
FILE IN BOOK 15, PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 5, BEING ALSO THE MOST
NORTHERLY CORNER OF SAID LOT 6;
THENCE SOUTH 89050' WEST ALONG THE BOUNDARY LINE OF SAID LOT 5, 35.77 FEET;
THENCE IN A SOUTHWESTERLY DIRECTION TO A POINT ON THE NORTHERLY LINE OF CAMINO
DEL NORTE, 3 FEET SOUTHEASTERLY FROM THE NORTHWESTERLY CORNER OF SAID LOT 6;
THENCE SOUTH ALONG THE EASTERLY LINE OF CAMINO DEL NORTE TO THE
SOUTHWESTERLY CORNER OF SAID LOT 6;
THENCE EASTERLY, ALONG THE SOUTHERLY LINE OF SAID LOT 6, TO THE SOUTHEASTERLY
CORNER OF SAID LOT;
THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID LOT 6, TO THE POINT OF
BEGINNING.
EXHIBIT B-1
55575 18175U4039673 5
I
Gommonwealth. Land Title Company
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Palm Springs
The City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Attn: CityManager
505-182-010 & -004
D4d
DOC # 2023-0181244
06/26/2023 08:00 AM Fees: $0.00
Page 1 of 6
Recorded in Official Records
County of Riverside
Peter Aldana '
Assessor -County Clerk -Recorder
"This document was electronically submitted
to the County of Riverside for recording"
Receipted by: CRISTINA #7700
FIRST AMENDMENT TO DEED OF TRUST: SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(Stevens Road and Palm Canyon Drive)
This First Amendment to Deed of Trust, Security Agreement and Fixture Filing (with Assignment
of Rents) (this "Amendment") is dated June 1, 2023 and is made and executed between the City of Palm
Springs, a California charter city and municipal corporation ("Beneficiary" or "Lender") and Aloe Palm
Canyon, L.P., a California limited partnership hereinafter ("Trustor" or "Borrower").
Recitals
1. Lender issued a loan to Borrower under the terms and conditions of that certain
Predevelopment, Construction and Permanent Loan Agreement between Borrower and Lender dated as of
December 20, 2022 (the "Original Loan Agreement"). Lender and Borrower entered into a First
Amendment to the Original Loan Agreement of even date herewith to increase the loan amount by Three
Million Dollars ($3,000,000) (the "Amended Loan Agreement", together with the Original Loan
Agreement, the "Loan Agreement").
2. Trustor entered into a Deed of Trust, Security Agreement and Fixture Filing (with
Assignment of Rents) to and in favor of Beneficiary dated as of December 20, 2022, which was recorded
on December 22, 2022, as Document No. 2022-0511381 in the official records of Riverside County, State
of California (the "Deed of Trust").
3. In connection with the foregoing, Lender and Borrower desire to enter this Amendment to
amend certain terms of the Deed of Trust to be consistent with the provisions of the Loan Agreement.
NOW THEREFORE, for valuable consideration, the parties hereto agree as follows:
55575.1817M41301849.1
Exempt from fee per GC 27388.1(a) (1);
fee cap of $225.00 reached.
I
commonwealth Land Title Comoany
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Palm Springs
The City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Attn: City Manager
APNs: 505-182-010 & -004
d!/- o54a
Space
FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
(Stevens Road and Palm Canyon Drive)
This First Amendment to Deed of Trust, Security Agreement and Fixture Filing (with Assignment
of Rents) (this "Amendment') is dated June 1, 2023 and is made and executed between the City of Palm
Springs, a California charter city and municipal corporation ("Beneficiary" or "Lender") and Aloe Palm
Canyon, L.P., a California limited partnership hereinafter ("Trustor" or `Borrower").
Recitals
1. Lender issued a loan to Borrower under the terms and conditions of that certain
Predevelopment, Construction and Permanent Loan Agreement between Borrower and Lender dated as of
December 20, 2022 (the "Original Loan Agreement'). Lender and Borrower entered into a First
Amendment to the Original Loan Agreement of even date herewith to increase the loan amount by Three
Million Dollars ($3,000,000) (the "Amended Loan Agreement', together with the Original Loan
Agreement, the "Loan Agreement').
2. Trustor entered into a Deed of Trust, Security Agreement and Fixture Filing (with
Assignment of Rents) to and in favor of Beneficiary dated as of December 20, 2022, which was recorded
on December 22, 2022, as Document No. 2022-0511381 in the official records of Riverside County, State
of California (the "Deed of Trust').
3. In connection with the foregoing, Lender and Borrower desire to enter this Amendment to
amend certain terms of the Deed of Trust to be consistent with the provisions of the Loan Agreement.
NOW THEREFORE, for valuable consideration, the parties hereto agree as follows:
55575.18175\41301849.1
Exempt from fee per GC 27388.1 (a) (1);
fee cap of $225.00 reached.
1. Incor?oration of Recitals. The Recitals set forth above are true and correct and are
incorporated into this Amendment by this reference.
2. . Incorporation of Defined Terms. All terms, phrases and words indicated to be defined
terms by initial capitalization in this Amendment that are not specifically defined in this Amendment shall
have the meaning ascribed to the same term, phrase, or word, respectively, in the Deed of Trust.
3. Definitions. Defined terms in the Deed of Trust are amended to read as follows:
"Note" means that certain Development Promissory Note of even date herewith, in the principal
amount of SEVEN MILLION FOUR THOUSAND THREE HUNDRED DOLLARS ($7,004,300),
executed by Trustor in favor of Beneficiary, the provisions of which are incorporated into the Deed of Trust,
including any amendments thereto.
"Affordable Housing Agreement" means that certain Amended and Restated Affordable Housing
Disposition Agreement (Stevens Road and Palm Canyon Drive) dated December 20, 2022, between the
Trustor and the Beneficiary, including any amendments thereto.
"Loan Agreement" means that certain Predevelopment, Construction and Permanent Loan
Agreement, dated December 20, 2022, between the Trustor and the Beneficiary, including any amendments
thereto.
4. Force and Effect. Except as provided in this Amendment, all other terms and conditions
of the Deed of Trust shall remain in full force and effect. In the event of a conflict between this Amendment
and the Deed of Trust, the provisions of this Amendment shall control. Whenever the term "Deed of Trust'
is used in the Deed of Trust, it shall mean the Deed of Trust as amended by this Amendment.
5. Counterparts. This Amendment may be executed in counterparts, each of which shall
constitute an original, and all of which taken together shall constitute one and the same instrument.
[Signatures on following pages]
55575.18175A1301849.1
IN WITNESS WHEREOF, the Parties have executed this First Amendment through their duly
authorized representatives as of the date first written above.
DEVELOPER:
Aloe Palm Canyon, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC,
a California limited liability company,
its general partner
By: West Hollywood Community Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager
By:�/ 0
Jesse Slansky,
President and Chief Executive Officer
CITY:
City of Palm Springs,
a California charter city
ptunr Neu,
(-its Mall't'o I
APPROVED AS TO LEGAL FORM:
BEST BEST & KRIEGER LLP
By:�t-
1e S. Ballinger. City Attorney
55575. 1817541301849 1
IN WITNESS WHEREOF, the Parties have executed this First Amendment through their duly
authorized representatives as of the date first written above.
DEVELOPER:
Aloe Palm Canyon, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC, �'gn�� �n CQ(Ai
a California limited liability company, nt�rpalrt
its general partner
By: West Hollywood Community Housing Corporation,
a California nonprofit public benefit corporation,
its sole member/manager
Jesse Slansky,
President and Ch' f Executive Officer
CITY:
City of Palm Springs.
a California charter cite
By /-
S tt C. Stiles, City Manager
APPROVED AS TO LEGAL FORM:
BEST BEST & KRIEGER LLP
or
By: /�/rrrJ t3f )q
JelIrt
S. Ballinger, City Attorney
55575. 18175W 1301849A
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
) ss
COUNTY OF Los e-lee' )
On de—
_a-Q_ -__-, 2023 before.
a notary public, personally appeared .J - en; 5 /ets k _, who
proved to me on the basis of satisfactory evidence to be the person(s) whose ameW isAvwsubscribed to the within
instrument and acknowledged to me that heAshefthey executed the same in hisAwr*teir authorized capacity(tes+ and
that by hisAwrltheir signature(u}on the instrument the personal: or the entity upon behalf of which the person(4
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
BARBARA H. KASEY
Notary Public - California
Los Angeles County
Commission p 2439407
My Comm. Expires Mar 22, 2027
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
) ss
COUNTY OF )
On , 20_, before me,
a notary public, personally appeared _ _ _ who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that heisherthey executed the same in his/heritheir authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
55575.181754130 t 849.1
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
p� S) ss
COUNTY OF AeX�Ck(?, ) %�
On .1MAfe 5 , 241 before me, Sr eA1 TZ�pi
45,
a notary public, personally appeared 59!0— C who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of Cal ifomia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
voury Public - California
z Riverside Coumy
Commission o 2398347
My Comm. Expva Mar 24, 2026
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
R W67%Jf� )ss
COUNTY OF ) l
On ;StkKer 5 20A3reme,_ l�r�ih,7 f t
a notary public, personally appeared b opyt u,i boa who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
�. BRENT RA51
Rotary Public falifornk
Riverside County
CO MISaion 0 2398347
My Comm. Expires Mar 24, 2026 r
55575.18175\41301849.1