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HomeMy WebLinkAboutA8573 - RUDERMAN FAMILY 1987 & SACK FAMILY TRUST 1989PROJECT: South Palm Canyon Drive Bridge Replacement at Tahquitz Creek Channel Project No: 12-02, BRLS-5282 (042) APN: 508-171-011 RIGHT OF WAY AGREEMENT FOR CONVEYANCE OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR CONVEYANCE OF REAL PROPERTY D ESCROW A INSTRUCTIONS, (the "Agreement'), is made and entered into as of 9 , 20U, by and between the CITY OF PALM SPRINGS, a California charteruCity and municipal corporation, ("Buyer"), and Steven Wade, Surviving trustee; The 1987 Ruderman Family Trust; 1989 Sack Family Trust, ("Seller"), with references to the following facts. Buyer and Seller are individually referred to as "Party," and collectively referred to as the "Parties". RECITALS A. Seller is the owner of certain real property located in the City of Palm Springs, (the "City"), the County of Riverside, (the "County"), State of California, (the "State"), which is identified by Assessor Parcel Number(s) 508-171-011, (referred to as the "Property"). B. Buyer desires to acquire from Seller a portion of the Property, more particularly described and depicted on Exhibits A and B attached hereto, (collectively referred to as the ( "Rights -of -Way"), for various public purposes including street rights -of - way and public utilities. C. Seller desires to convey to Buyer, and Buyer desires to acquire from Seller the Rights -of -Way in accordance with the terms and conditions contained in this Agreement. NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by Seller, Buyer and Seller hereby agree as follows: AGREEMENT 1. PURCHASE AND SALE. 1.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to acquire and purchase from Seller, the Rights -of -Way. As used herein the "Rights -of -Way" shall include the real property legally described on Exhibit A and depicted on Exhibit B, and all of Seller's right, title and interest in and to any and all entitlements, tenements, hereditaments, easements, easement rights, rights to half -widths of all adjacent public streets and public rights of way, mineral rights, oil and gas rights, water, water rights, air Agreement for Conveyance of Real Property / Escrow Instructions Page 1 of 15 1079714.1 rights, development rights and privileges appurtenant thereto and all improvements located thereon. 1.2 Purchase Price. The total Purchase Price is One Hundred Three Thousand Six Hundred and 00/100 ($103,600.00) "Purchase Price'), payable as cash at closing, plus applicable escrow, associated fees, and other charges. The Purchase Price consists of: 1) Twenty -Five Thousand Six Hundred Sixty -Eight Dollars and 00/100 ($25,668.00) for the Permanent Slope Easement, 2) Thirty -Five Thousand Six Hundred Ninety -Eight Dollars and 00/100 ($35,698.00) for Site Improvements; 3) Ten Thousand Six Hundred Eight Dollars and 00/100 ($10,608.00) for the Temporary Construction Easement Agreement; 4) Thirty -One Thousand Six Hundred Twenty -Six Dollars and 00/100 ($31,626.00) for the Temporary Impacts. 1.3 Full and Complete Settlement. Seller hereby acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of Buyer's acquisition of the Rights -of -Way, specifically including, but not limited to, any and all rights or claims that Seller has, may have or may in the future have under Article 1, Section 19 of the California Constitution, the Eminent Domain Law, or any other law or regulation, except as provided herein Seller, on behalf of itself and its successors and assigns, hereby expressly and unconditionally waives and releases and discharges Buyer and any and all of Buyer's employees, agents, officers, servants, representatives, contractors, attorneys, partner agencies and assigns from liability in regard to any and all claims for damages, severance damages, interest, loss of goodwill, lost profits, lost rents, damages to or loss of improvements pertaining to the realty, machinery, fixtures, inventory, equipment and/or personal property, claims for inverse condemnation, pre -condemnation damages, any right to challenge Buyer's adoption of a resolution of necessity, any right to receive notices pursuant to Code of Civil Procedure section 1245.235, any right to enforce any obligation placed upon Buyer pursuant to the Eminent Domain Law, any other rights conferred upon Seller pursuant to the Eminent Domain Law, any claims for litigation expenses, attorney's fees, statutory interest and/or costs or any other compensation or benefits, other than for payment of the Purchase Price, it being understood that the Purchase Price constitutes complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever, whether known or unknown as of the date of this Agreement, relating to or in connection with the Rights -of -Way or any other rights granted under this Agreement. 2. ESCROW AND CLOSING. Agreement for Conveyance of Real Property / Escrow Instructions Page 2 of 15 1079714.1 2.1 Opening of Escrow. Within fourteen (14) business days after execution of this Agreement by the last of Seller or Buyer, Buyer shall open an escrow, (the "Escrow"), with Lawyers Title Company, at the address set forth in Section 7.12, ("Escrow Holder"), by depositing with Escrow Holder this Agreement fully executed, or executed counterparts hereof. The date this fully executed Agreement is signed and accepted by Escrow Holder on the last page hereof shall be deemed the "Opening of Escrow" and Escrow Holder shall advise Buyer and Seller of such date in writing. The escrow instructions shall incorporate this Agreement as part thereof and shall contain such other standard and usual provisions as may be required by Escrow Holder, provided, however, that no escrow instructions shall modify or amend any provision of this Agreement, unless expressly set forth in writing by mutual consent of Buyer and Seller. In the event there is a conflict between any such standard or usual provisions and the provisions of this Agreement, the provisions of this Agreement shall control. 2.2 Escrow Fees and Other Charges. At the Close of Escrow, Buyer agrees to pay all of Seller's and Buyer's escrow fees, charges and costs incurred in this transaction. 2.3 Closing Date; Conditions Precedent to Close of Escrow. Provided all of the conditions precedent set forth in this Section 2.3 have been satisfied (or are in a position to be satisfied concurrently with the Close of Escrow), the Close of Escrow shall occur on or before July 10, 2020 (the "Closing Date"), unless otherwise extended by mutual agreement. As used in this Agreement, the "Close of Escrow" shall mean the date a Slope Easement Deed, as provided in Section 2.4.2(a) hereof ("Slope Easement Deed"), is recorded in the Official Records of the County. 2.3.1 Conditions to Buyer's Obligations. The Close of Escrow and Buyer's obligation to purchase the Rights -of -Way are subject to the satisfaction of the following conditions or Buyer's written waiver of such conditions on or before the Closing Date. Buyer may waive in writing any or all of such conditions in its sole and absolute discretion. (a) The Purchase Price shall have been determined in accordance with Section 1.2; and (b) Seller shall have performed all obligations to be performed by Seller pursuant to this Agreement; and (c) No event or circumstance shall have occurred which would make any of Seller's representations, warranties and covenants set forth herein untrue as of the Close of Escrow; and (d) There shall have occurred no material adverse change in the physical condition of the Property (such as those caused by natural disasters) which would render the Rights -of -Way unsuitable for Buyer's intended use or which would materially increase the cost or cause a material delay in the schedule for Buyer's planned improvements of the Rights -of -Way; and Agreement for Conveyance of Real Property / Escrow Instructions Page 3 of 15 1079714.1 (e) The Title Company shall be committed to issue to Buyer, as of the Closing Date, the Title Policy (defined below) covering the Rights -of -Way, subject only to the Permitted Exceptions; and (f) All monetary encumbrances, if any, shall have been reconveyed and title shall be conveyed free of all monetary encumbrances. Title to the Rights -of -Way shall be conveyed to Buyer free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases and taxes except for any non - delinquent taxes for the fiscal year in which this transaction closes which shall be cleared and paid in the manner required by Section 4986 of the Revenue and Taxation Code, if unpaid at the close of this transaction. 2.3.2 Conditions to Seller's Obligations. The Close of Escrow and Seller's obligation to sell and convey the Rights -of -Way are subject to the satisfaction of the following conditions or Seller's written waiver of such conditions on or before the Closing Date. Seller may waive in writing any or all of such conditions as a condition to the Close of Escrow in its sole and absolute discretion. (a) The Purchase Price shall have been determined in accordance with Section 1.21 (b) Buyer shall have performed all obligations to be performed by Buyer pursuant to this Agreement; and (c) No event or circumstance shall have occurred which would make any of Buyer's representations, warranties and covenants set forth herein untrue as of the Close of Escrow. 2.3.3 Waiver of a Condition Does Not Excuse Performance. If any condition precedent to the Close of Escrow is expressly waived, in writing, as a condition to the Close of Escrow by the Party for whose benefit such condition exists, then, to the extent such condition is capable of being satisfied following the Close of Escrow, such condition shall become a condition subsequent to the Close of Escrow and shall be satisfied by the party whose performance is required to satisfy such condition as soon as reasonably possible following the Close of Escrow. 2.4 Closing Documents. The parties shall deposit the following with Escrow Holder prior to the Close of Escrow: 2.4.1 Buyer's Deposits. Buyer shall deposit: (a) The Purchase Price together with Buyer's escrow and other cash charges; and (b) A Certificate of Acceptance for the Slope Easement Deed in a legally sufficient form typically used by Buyer. Agreement for Conveyance of Real Property / Escrow Instructions Page 4 of 15 1079714.1 2.4.2 Seller's Deposits. Seller shall deposit: (a) The Slope Easement Deed in the form of Exhibit C attached hereto; and (b) Subject to Section 2.5.1 below, an executed Affidavit of Non - foreign Status in the form of Exhibit D attached hereto and such other documentation necessary to exempt Seller from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder; and (c) Subject to Section 2.5.1 below, a Withholding Exemption Certificate Form 593 as contemplated by California Revenue and Taxation Code §18662 (the "Withholding Affidavit") duly executed by Seller. 2.4.3 Deposits of Additional Instruments. Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to proceed to the Close of Escrow and consummate the conveyance of the Rights - of -way from Seller to Buyer in accordance with the terms of this Agreement. 2.5 Closing. 2.5.1 Withholding. In the event that, pursuant to Section 2.4.2(b) above, Seller fails to deposit with Escrow Holder the executed Affidavit of Non -foreign Taxpayer Status which exempts Seller from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, Seller hereby authorizes Escrow Holder to withhold ten percent (10%) of the Purchase Price of the Rights -of -Way less any applicable closing costs and to report and transmit the withheld amount to the Internal Revenue Service. Additionally, in the event that, pursuant to Section 2.4.2(c) above, Seller fails to deposit with Escrow Holder any applicable tax document which exempts Buyer from California withholding requirements, if any, Seller hereby authorizes Escrow Holder to withhold such additional percentage of the Purchase Price of the Rights -of -Way as is required by California law, and Escrow Holder shall report and transmit the withheld amount in the manner required by California law. By agreeing to act as Escrow Holder hereunder, Escrow Holder expressly agrees to undertake and be responsible for all withholding obligations imposed pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and under any similar provisions of California law, and shall defend, indemnify and hold Buyer harmless in connection with such obligations. 2.5.2 Necessary Actions of Escrow Holder. On the Close of Escrow, Escrow Holder shall: (i) record the Slope Easement Deed a in the Office of the County Recorder of the County, (ii) pay any transfer taxes, (iii) instruct the County Recorder to return the Slope Easement Deed to Buyer, (iv) distribute to Seller and seller's Lessee the Purchase Price (see Section 4.1.5 for Lessee disbursement), and (v) deliver to Buyer the Title Policy covering the Rights -of -Way subject only to the Permitted Exceptions, the Agreement for Conveyance of Real Property / Escrow Instructions Page 5 of 15 1079714.1 Affidavit of Non -foreign Status and the applicable California withholding exemption form, if any. 2.5.3 Taxes and Assessments. Real property taxes and assessments shall be prorated as of the Close of Escrow on the basis of the most recent tax information and such proration shall be final. Said prorations shall be based on a three hundred sixty- five (365) day year. 2.5.4 Title and Possession. Upon the Close of Escrow, title to and exclusive possession of the Property shall be conveyed to Buyer, subject only to the Permitted Exceptions. 3. ACTIONS PENDING CLOSING. 3.1. Title Review. 3.1.1 Title Report. Within three (3) business days after the Opening of Escrow, Lawyers Title Company (the "Title Company") will furnish Buyer and Seller with an updated Title Commitment on the Property together with legible copies of all documents referenced therein as exceptions to title and a plot plan for the Property showing all the locations of all easements referenced therein (collectively, the "Title Commitment"). 3.1.2 Title Notices. Buyer shall have ten (10) business days after its actual receipt of the Title Commitment to deliver to Escrow Holder written notice (the "Preliminary Title Notice") of Buyer's approval, conditional approval or disapproval of the title matters disclosed in the Title Commitment. All matters not timely approved by Buyer will be deemed disapproved. All such exceptions disapproved by Buyer are referred to herein as "Disapproved Exceptions". All monetary encumbrances are hereby deemed Disapproved Exceptions and shall be removed and satisfied at the Close of Escrow. 3.1.3 Permitted Exceptions. "Permitted Exceptions" shall mean all exceptions appearing on the Title Commitment which are: (i) standard printed exceptions in the Title Policy issued by Title Company; (ii) general and special real property taxes and assessments, a lien not yet due and payable; and (iii) any other liens, easements, encumbrances, covenants, conditions and restrictions of record approved, or expressly waived by Buyer pursuant to this Section 3.1. 3.2. Title Policy. Buyer's obligation to proceed to the Close of Escrow shall be conditioned upon the commitment by Title Company to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (the "Standard Coverage Policy"), showing title to the Property vested in Buyer with liability equal to the Purchase Price, subject only to the Permitted Exceptions. At Buyer's option, Buyer may require an ALTA Extended Coverage Owner's Policy instead of the Standard Coverage Policy provided that Buyer pays any additional premium on account thereof. The form of title policy selected by Buyer shall be referred to herein as the "Title Policy". Agreement for Conveyance of Real Property / Escrow Instructions Page 6 of 15 1079714.1 3.3. Possession and Use. It is mutually understood and agreed by and between the parties hereto that the right of possession and use of the Property by the Buyer, including the right to remove and dispose of improvements, shall commence upon the execution of this Agreement by Seller. The Purchase Price includes, but is not limited to, full payment for such possession and use. 3.4. Seller's Covenant Not to Further Encumber the Property. Seller shall not, directly or indirectly, further alienate, encumber, transfer, option, lease, assign, sell, transfer or convey its interest or any portion of its interest in the Property, or any portion thereof, or enter into any agreement to do so, so long as this Agreement is in force. Seller shall timely discharge, prior to the Closing, any and all obligations relating to work performed on or conducted at or materials delivered to or for the Property from time to time by Seller, or at Seller's direction or on its behalf, in order to prevent the filing of any claim or mechanic's lien with respect to such work or materials. 3.5. Loss or Damage to Improvements. Loss or damage to the Property, including any improvements existing thereon as of the date of this Agreement, by fire or other casualty, occurring prior to the recordation of the Slope Easement Deed shall be at the risk of Seller. In the event that loss or damage to the Property, or any such improvements thereon, by fire or other casualty, occurs prior to the recordation of the Slope Easement Deed, Buyer may elect to require that the Seller pay to Buyer the proceeds of any insurance policy or policies which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damage done, or to reduce the Purchase Price by an amount equal to the diminution in value of the Property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. 4.1. Seller's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of Seller contained in other sections of this Agreement, Seller hereby represents, warrants and covenants to Buyer as follows, all of which shall survive the Close of Escrow: 4.1.1 Seller's Authority. Seller is the sole owner in fee simple absolute of the Property and has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. Seller has not alienated, encumbered, transferred, leased, assigned or otherwise conveyed its interest in the Property or any portion thereof except as set forth in the Title Commitment, nor entered into any Agreement to do so, nor shall Seller do so during the term of this Agreement. The entering into and performance by Seller of the transactions contemplated by this Agreement will not violate or breach any other agreement, covenant or obligation binding on Seller, and there is no consent required from any third party before the Property may be conveyed to Buyer. This Agreement has been duly authorized and executed by Seller, and upon delivery to and execution by Buyer shall be a valid and binding agreement of Seller. Agreement for Conveyance of Real Property I Escrow Instructions Page 7 of 15 1079714.1 4.1.2 Hazardous Substances. Buyer and Seller hereby acknowledge that the Property has previously been subject to contamination as described in the lawsuit titled RWQCB-Sac, Ruderman et. Al. vs Meaders Cleaners. Certain elements of the contamination have been remediated; however, certain elements of contamination remain. Seller makes no warranty as to the condition of the Property as it relates to Hazardous Substances. As used in this Agreement, the term "Hazardous Substances" shall have the meaning set forth on Exhibit E attached hereto. At any time prior to the Close of Escrow, Buyer shall have the right to conduct appropriate tests of water and soil to ascertain the presence of any Hazardous Substances on, in, under and about the Property. 4.1.3 Endangered Species. To Seller's knowledge, there are no endangered species or protected natural habitat, flora or fauna located on the Property, nor is any portion of the Property located in what is or may be designated as a wetland. 4.1.4 Mechanic's Liens. There are no mechanics', material men's or other claims or liens presently claimed or which will be claimed against the Property for work performed or commenced prior to the date of this Agreement or relating to the environmental condition of the Property. Seller agrees to hold Buyer harmless from all costs, expenses, liabilities, losses, charges and fees, including without limitation attorneys' fees, arising from or relating to any such lien or any similar lien claimed against the Property and arising from work performed or commenced prior to the Close of Escrow, unless performed by or at the request of Buyer. 4.1.5 Leases/Easements. The Property is currently subject to a lease between Seller as Lessor and Great American Chicken Company, or assignee as Lessee. The completion of this Agreement and the escrow created hereby is contingent upon the receipt by Buyer of a duly executed Quit Claim Deed, or other document acceptable by Buyer, executed by a Quit Claim of all Lessee's right, title and interest in an to the property interests of a temporary construction easement (TCE) and temporary impacts. In exchange for said Quit Claim Deed, Seller hereby agrees to disburse to Lessee from Seller's net proceeds of this transaction the sum of Forty -Two Thousand Two Hundred Thirty -Four Dollars ($42,234.00), upon completion of the project. 4.1.6 Other Facts and Circumstances. There are no other facts or circumstances known to Seller that would preclude, prevent or impair the development of the Property. 4.1.7 No Untrue Statements or Omissions of Fact. Neither this Agreement, nor any of the exhibits hereto, nor any document, certificate, or statement referred to herein or furnished to Buyer in connection with the transaction contemplated herein (whether delivered prior to, simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material fact or, omits to state a material fact in any way concerning the Property, or otherwise affecting or concerning the transaction contemplated hereby. Each of the representations and warranties made by Seller in this Agreement, or in any exhibit, or on any document or instrument delivered pursuant hereto shall be continuing Agreement for Conveyance of Real Property / Escrow Instructions Page 8 of 15 1079714.1 representations and warranties which shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement, are conditions precedent to the Close of Escrow. Seller shall immediately notify Buyer of any fact or circumstance which becomes known to Seller which would make any of the foregoing representations or warranties untrue. 4.2. Buyer's Representations and Warranties. Buyer represents and warrants to Seller as follows, all of which shall survive the Close of Escrow: 4.2.1 Buyer's Authority. Buyer has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by, this Agreement, and that this Agreement has been duly authorized and executed by Buyer and, upon delivery to and execution by Seller, shall be a valid and binding Agreement of Buyer. 4.2.2 No Untrue Statements or Omissions of Fact. Neither this Agreement, nor any of the exhibits hereto, nor any document, certificate, or statement referred to herein or furnished to Seller in connection with the transaction contemplated herein (whether delivered prior to, simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material fact or, omits to state a material fact in any way concerning the Property, or otherwise affecting or concerning the transaction contemplated hereby. Each of the representations and warranties made by Buyer in this Agreement, or in any exhibit or on any document or instrument delivered pursuant hereto, shall be continuing representations and warranties which shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow, and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Buyer contained in this Agreement, are conditions precedent to the Close of Escrow. Buyer shall notify Seller immediately of any facts or circumstances which are contrary to the foregoing representations and warranties contained in this Section 4.2. 4.3. Mutual Indemnity. Seller and Buyer shall defend, indemnify and hold free and harmless the other from and against any losses, damages, costs and expenses (including attorneys' fees) resulting from any inaccuracy in or breach of any representation or warranty of the indemnifying party or any breach or default by such indemnifying party under any of such indemnifying party's covenants or agreements contained in this Agreement. 5. CONDEMNATION. Seller and Buyer acknowledge that this transaction is a negotiated settlement in lieu of condemnation, and Seller hereby agrees and consents to the dismissal or abandonment of any eminent domain action in the Superior Court of the State of California in and for the County of Riverside, wherein the herein described property Agreement for Conveyance of Real Property / Escrow Instructions Page 9 of 15 1079714.1 is included and also waives any and all claims to any money on deposit in the action and further waives all attorneys' fees, costs, disbursements, and expenses incurred in connection therewith. If, prior to the close of the execution of this transaction, Seiler (or Seller's Tenant) is served with a Summons and Complaint in Eminent Domain in which Seller (or Seller's Tenant) is a named defendant, upon the close of escrow, Seller agrees and consents to Buyer taking a default in the action. Moreover, the total compensation to be paid by Buyer to Seller is for all of Seller's interest in the Property and any rights which exist or may arise out of the acquisition of the Property for public purposes, including without limitation, Seller's interest in the land and any improvements and fixtures and equipment located thereon, improvements pertaining to the realty (if any), severance damages, any alleged pre -condemnation damages, loss of business goodwill (if any), costs, interest, attorney's fees, and any claim whatsoever of Seller which might arise out of or relate in any respect to the acquisition of the Property by the Buyer. The compensation paid under this Agreement does not reflect any consideration of or allowance for any relocation assistance and payments or other benefits which Seller may be entitled to receive, if any. Relocation assistance, if any, will be handled via separate Agreement. 6. BROKERS. Seller and Buyer each represents and warrants to the other that they have not dealt with or been represented by any brokers or finders in connection with the purchase and sale of the Property and that no commissions or finder's fees are payable in connection with this transaction. Buyer and Seller each agree to indemnify and hold harmless the other against any loss, liability, damage, cost, claim or expense (including reasonable attomeys' fees) incurred by reason of breach of the foregoing representation by the indemnifying party. Notwithstanding anything to the contrary contained herein, the representations, warranties, indemnities and agreements contained in this Section 6 shall survive the Close of Escrow or earlier termination of this Agreement. 7. MAINTENANCE AND REPAIR. The Seller(s) and successors and assignees in interest shall maintain and repair the improvements including and without limitation all structures, sidewalks, parking areas, landscape irrigation, lighting, signs, walls, and fences between the curb and property line, in a first class condition, free from waste and debris, and in accordance with all applicable law, rules, ordinances, and regulations of all federal, state, and local bodies and agencies having jurisdiction at the property owner's sole expense. This condition shall be included in the recorded covenant agreement for the property if required by the City. 8. GENERAL PROVISIONS. 8.1. Counterparts: Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument and any executed counterpart may be delivered by facsimile transmission with the same effect as if an originally executed counterpart had been delivered. 8.2. Further Assurances. Each of the parties agrees to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may Agreement for Conveyance of Real Property / Escrow Instructions Page 10 of 15 1079714.1 be appropriate or necessary to effectuate the agreements of the parties, whether the same occurs before or after the Close of Escrow. 8.3. Entire Agreement. This Agreement, together with all exhibits hereto and documents referred to herein, if any, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all prior understandings or agreements. This Agreement may be modified only by a writing signed by both parties. All exhibits to which reference is made in this Agreement are deemed incorporated into this Agreement whether or not actually attached. 8.4. Headings. Headings used in this Agreement are for convenience of reference only and are not intended to govern, limit, or aide in the construction of any term or provision hereof. 8.5. Choice of Law. This Agreement and each and every related document are to be governed by, and construed in accordance with, the laws of the State of California. 8.6. Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or rendered by the adoption of a statute by the State of California or the United States invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby; provided that the invalidity or unenforceability of such provision does not materially adversely affect the benefits accruing to, or the obligations imposed upon, any party hereunder, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. 8.7. Waiver of Covenants, Conditions or Remedies. The waiver by one party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law, and the provisions of this Agreement for any remedy shall not exclude any other remedies unless they are expressly excluded. 8.8. Legal Advice. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. 8.9. Relationship of Parties. The parties agree that their relationship is that of Seller and Buyer, and that nothing contained herein shall constitute either party, the agent Agreement for Conveyance of Real Property / Escrow Instructions Page 11 of 15 1079714.1 or legal representative of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form of business organization between the parties hereto, nor is either party granted the right or authority to assume or create any obligation or responsibility on behalf of the other party, nor shall either party be in any way liable for any debt of the other. 8.10. Attorneys' Fees. In the event that any party hereto institutes an action or proceeding for a declaration of the rights of the parties under this Agreement, for injunctive relief, for an alleged breach or default of, or any other action arising out of, this Agreement, or the transactions contemplated hereby, or in the event any party is in default of its obligations pursuant thereto, whether or not suit is filed or prosecuted to final judgment, the non -defaulting party or prevailing party shall be entitled to its actual attorneys' fees and to any court costs incurred, in addition to any other damages or relief awarded. 8.11. Assignment. Neither Seller nor Buyer shall assign its rights or delegate its obligations hereunder without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties to this Agreement. 8.12. Notices. No notice, request, demand, instruction, or other document to be given hereunder to any Party shall be effective for any purpose unless personally delivered to the person at the appropriate address set forth below (in which event such notice shall be deemed effective only upon such delivery), delivered by air courier next -day delivery (e.g. Federal Express), delivered by mail, sent by registered or certified mail, return receipt requested, or sent via telecopier, as follows: If to Buyer, to: Attn: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Facsimile No.: (760) 322-8332 Telephone No.: (760) 323-8204 If to Seller, to: Steven Wade, Surviving Trustee 10805 Moore Drive Parkland, Florida 33076 If to Escrow Holder, to: Colleen Graves Senior Escrow Officer Lawyers Title insurance Company 625 E. Carneigie Dr., # 105 San Bernardino, CA 92408 Telephone No.: (909) 963-5575 Agreement for Conveyance of Real Property / Escrow Instructions Page 12 of 15 1079714.1 Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the second day following deposit of same in any United States Post Office mailbox in the state to which the notice is addressed or on the third day following deposit in any such post office box other than in the state to which the notice is addressed, postage prepaid, addressed as set forth above. Notices sent via telecopy shall be deemed delivered the same business day transmitted. The addresses, addressees, and telecopy numbers for the purpose of this Paragraph, may be changed by giving written notice of such change in the manner herein provided forgiving notice. Unless and until such written notice of change is received, the last address, addressee, and telecopy number stated by written notice, or provided herein if no such written notice of change has been received, shall be deemed to continue in effect for all purposes hereunder. Delivery of a copy of a notice as set forth above is as an accommodation only and is not required to effectuate notice hereunder. 8.13. Survivability. All covenants of Buyer or Seller which are intended hereunder to be performed in whole or in part after Close of Escrow and all representations, warranties, and indemnities by either Party to the other, shall survive Close of Escrow and delivery of the Deed, and be binding upon and inure to the benefit of the respective Parties. 7.14. Release. The total compensation to be paid by Buyer for the Property is the Purchase Price, which consideration covers all land and improvements, attached or detached furniture, fixtures and equipment, loss of business goodwill, and is the full and complete acquisition cost of the Property. Buyer is in compliance with the California Relocation Assistance and Real Property Acquisition statutes and guidelines and the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs. Except for any breach of terms or conditions contained in this Agreement, Seller waives and forever releases Buyer, including its successors, officers, employees, attorneys, agents, representatives and anyone else acting on Buyer's behalf, of and from any and all claims, demands, actions or causes of action, obligations, liabilities, or claims for further compensation, known or unknown, based upon or relating to the facts or allegations and circumstances arising from Buyer's acquisition of the Property. By such release, Seller expressly waives its rights, if any, under California Civil Code Section 1542 which provides: "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 SETTL MENT WITH THE DEBTOR OR RELEASED PARTY." SeW&FVInlitials 7.15 City Council Approval of Agreement. This Agreement is subject to the approval of the Buyer's City Council. If this Agreement remains unapproved by the Buyer's City Council then the parties will have no further obligation under this Agreement. Agreement for Conveyance of Real Property / Escrow Instructions Page 13 of 15 1079714.1 7.16 Recording. Neither party shall have the right to record this Agreement in the Recorder's Office for Riverside County. [SIGNATURES ON NEXT PAGE] Agreement for Conveyance of Real Property / Escrow Instructions Page 14 of 15 1079714.1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. BUYER: CITY OF PALM SPRINGS, a California charter city and municipal corporation By. David H. Ready, anager ATTEST - SELLER: Steven Wade, Surviving trustee; The 1987 Ruderman Family Trust; 1989 Sack Family Trust By: By: AnthoILM2051� City Clerk APPROVED AS TO FORM: By: Je ey alli r, City Attorney Exhibit List 1 Ana. Wo r, �i APPROVED BY 7v h11ANAGER Exhibit A — Legal Description of the Slope Easement Exhibit B — Depiction of the Slope Easement Exhibit C — Form of Slope Easement Deed Exhibit D — Affidavit of Non -foreign Taxpayer Status Exhibit E — Definition of Hazardous Substances h'o-1a Pigoje, /� A SMNA & % No" Pubpc, to "of fimldt Canni.tbM GG 33t42 Ar arm.*w Stpl a, MR _X� 1079714.1 Agreement for Conveyance of Real Property / Escrow Instructions Page 15 of 15 ALL-PURPOSE ACKNOWLEDGMENT 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 r 0 n County of ?yvjAkd On 1&� J-7, a as before me, Date Name, Title of Officer personally appeared S+evcn 4o l d We tu_ NAME(S) OF SIGNER(S) 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 signatures(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 identified herein, that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature of Notary Nowy PLtk, SEA ofl� COV631M* GG 3U32 * M" awos Sit. a 20 ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED Tn Tuc nnri'MENT Number of Pages DESCRIBED AT RIGHT: Signer(s) Other Than Named Above DATE of DOCUMENT 1079714.1 ACCEPTANCE BY ESCROW HOLDER: LAWYERS TITLE INSURANCE COMPANY hereby acknowledges that it has received a fully executed counterpart of the foregoing Agreement for Acquisition of Real Property and Escrow Instructions and agrees to act as Escrow Holder thereunder and to be bound by and perforrn the terms thereof as such terms apply to Escrow Holder_ By agreeing to act as Escrow Holder hereunder, Escrow Holder expressly agrees to undertake and be responsible for all withholding obligations imposed pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended and the regulations thereunder and California Revenue and Taxation Code §18662 and shall defend, indemnify and hold Buyer harmless in connection with such obligations. Date: LAWYERS TITLE INSURANCE COMPANY By: Name: Its: 1079714.1 Exhibit A to the Slope Easement Deed LEGAL DESCRIPTION OF THE RIGHT OF WAY (See Attached) EXHIBIT "A" LEGAL DESCRIPTION APN 508-171-011 GREAT AMERICAN CHICKEN CORP. SLOPE EASEMENT SLOPE EASEMENT: THAT PORTION OF LOT 13, SECTION 23, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, OF PALM VALLEY COLONY LANDS, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 14 PAGE 652 OF MAPS, SAN DIEGO COUNTY RECORDS, ALSO BEING A PORTION OF LAND DECRIBED IN THAT CERTAIN OWNER'S CERTIFICATE FOR LOT LINE ADJUSTMENT NO. LLA-03-11 RECORDED AUGUST 22, 2003 AS INSTRUMENT NO. 2003-646148 OF OFFICIAL RECORDS. BEGINNING AT THE SOUTHEAST CORNER OF SAID LAND DESCRIBED BY SAID CERTIFICATE FOR LOT LINE ADJUSTMENT, SAID POINT BEING ON THE INTERSECTION OF THE WESTERLY RIGHT OF WAY LINE OF SOUTH PALM CANYON DRIVE (50.00 FEET HALF WIDTH WESTERLY) AS SHONW ON RECORD OF SURVEY ON FILE IN BOOK 57 AT PAGES 3 THROUGH 16, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY WITH THE NORTHERLY LINE OF A PARCEL DESCRIBED IN DEED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT RECORDED JANUARY 12, 1949 IN BOOK 1043, PAGE 517 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY; THENCE NORTH 70029'24" WEST ALONG SAID NORTHERLY LINE, A DISTANCE OF 20.92 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT 19.59 FEET WESTERLY, MEASURED AT A RIGHT ANGLE, FROM SAID WESTERLY RIGHT OF WAY LINE; THENCE NORTH 01001'27" WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 70.00 FEET; THENCE NORTH 88058'33" EAST, A DISTANCE OF 16.23 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID CERTIFICATE FOR LOT LINE ADJUSTMENT, SAID LINE ALSO BEING THE WESTERLY LINE OF A PARCEL OF LAND DESCRIBED IN INSTRUMENT NO. 2003-646147, RECORDED AUGUST 22, 2003 RIVERSIDE COUNTY OFFICIAL RECORDS; THENCE SOUTH 20000'48" EAST ALONG SAID NORTHEASTLY LINE AND WESTERLY LINE, DISTANCE OF 6.33 FEET TO THE BEGINNING A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 17.50 FEET; THENCE SOUTHEASTERLY AND SOUTHERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL OF 18°57'26", AN ARC DISTANCE OF 5.79 FEET; Page 1 of 2 G:12014U4-02621DrawiagsWapping114-0262-SLOPE-GA CHICKEN Legal.docx Albert A. Webb Associates EXHIBIT "A" LEGAL DESCRIPTION APN 508-171-011 GREAT AMERICAN CHICKEN CORP. SLOPE EASEMENT THENCE NORTH 88056'38" EAST, A DISTANCE OF 0.35 FEET TO A POINT ON SAID WESTERLY RIGHT OF WAY LINE, SAID LINE ALSO BEING THE EASTERLY LINE OF SAID CERTIFICATE FOR LOT LINE ADJUSTMENT; THENCE SOUTH 01001'27" EAST ALONG SAID WESTERLY RIGHT OF WAY LINE, A DISTANCE OF 65.67 FEET TO THE POINT OF BEGINNING. CONTAINING 1426 SQUARE FEET (0.033 ACRES), MORE OR LESS. SEE PLAT ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF. PREPARED UNDER MY SUPERVISION Michael E. hnson, L.S. 7673 Date Prepared By: JCR Checked By: Page 2 of 2 tANp � Sei Pit E. Jph, 1PL 0 � o J � NO. 7673 \4Tf of CAt\FO��`p G:12014':14-0262!DrawingsWapping' 14-0262-SLOPE-GA CHICKEN_Legatdocx Albert A. Webb Associates Exhibit B to the Slope Easement Deed DEPICTION OF THE RIGHT OF WAY (See Attached) kul CURVE TABLE CURVE # RADIUS DELTA LENGTH C1 17.50' 1957'26" 5.79' SUNNY DUNES RD. 1 ........................— N'LY LINE OF LOT 13, MB 14/652 S.D. CO. I NE'LY LINE OF LLA-03-11 L2 & W'LY LINE OF #2003-646147 0 REC. 8/22/2003 b EXISTING R/W LINE, P: E'LY LINE OF LLA-03-11 A & W'LY LINE PCL. 1, Z INST. #1966-9205 '4 19 59' REC. 1/26/1966 C5 o 0 r` U 1 / w N � Q rti � O o f!2 z I T wq�2 ARE RSS73- 116E CND /_1 L SEC. 23, T4S, R4E, SBM 7 EXHIBIT "B" SLOPE EASEMENT Aw rnA_ »l_nii nDrAT Aurpireu nwirvrm rnaa 1O PERPETUAL FLOWAGE RIGHTS OF WAY PER BOOK 1043, PAGE 423 O.R., REC. 1 /12/1949. O2 EASEMENT FOR FLOOD CONTROL AND WATER CONSERVATION PURPOSES AND OTHER PURPOSES PER BOOK 1043, PAGE 517 O.R., REC. 1/12/1949. �3 10' P.U.E. PER BOOK 1710, PAGE 227 O.R., REC. 03/21 / 1955. LINE TABLE LINE # DIRECTION LENGTH L1 N7929'24"W 20.92' L2 N88'58'33"E 16.23' L3 S20'00'48"E 6.33' L4 N88-56-38"E 0.35' SLOPE AREA 1426 S.F. 0.033 A.C. PALM VALLEY COLONY LANDS MB 14/652-SAN DIEGO POR. LOT 13 CERTIFICATE FOR LOT LINE ADJUSTMENT NO. LLA-03-11, INST. #2003-646148, REC. 8/22/2003 APN 508-171-011 PCY�IN�p�/ Sw�Y 2/1g 9`� VNf pF 4t ) O LAND S� E. JOy 9G a� A a NO. 7673 A L B E R T A. , 1 1 10 • 20 20' 30' 50, POB SE COR; LLA-03-11 �..• I 2 10' 40' CITY OF PALM SPRINGS El A S S 0 C I A T E S I G:"11,2014••,14-0262` Drowirgs-Yoppir;g`.,14-0262-SLOPE -CA ("HICI`LN.dwg 1; 28;"2019 4:43 PM THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) IN THE ATTACHED DOCUMENT. W.O. ALL PRIMARY CALLS ARE LOCATED IN THE WRITTEN DOCUMENT. SHEET 1 OF 1 14-262 SCALE: 1 "=20' DRWN BY jCR DATE 1[1612019. CHKD BY MU_ DATE SUBJECT: SLOPE EASEMENT Exhibit C FORM OF SLOPE EASEMENT DEED (see attached) Exhibit C RECORDING REQUESTED BY City of Palm Springs WHEN RECORDED RETURN TO: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording fees and tax under Govt. Code 46103 and Rev. & Tax Code 411922 SPACE ABOVE THIS LINE FOR RECORDER'S US SLOPE EASEMENT APN #508-171-011 For a valuable consideration, receipt of which is hereby acknowledged, Steven Wade, Surviving trustee; The 1987 Ruderman Family Trust; 1989 Sack Family Trust, (hereinafter "Grantor"), hereby GRANTS to the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter "Grantee"), a non-exclusive easement for grading (cutting into and filling over existing ground) and appurtenant uses, together with the right to construct, maintain, repair, and use the slope constructed for the benefit of Grantee, in, on, under, over and across the real property in the City of Palm Springs, Riverside County, California, more particularly described on Exhibit "A" and shown on Exhibit "B" attached hereto and incorporated herein by this reference. Dated: Steven Wade, Surviving trustee; The 1987 Ruderman Family Trust; 1989 Sack Family Trust By: Steven Wade, Successor Trustee Exhibit D DO NOT RECORD. TRANSFEREE (BUYER) DO NOT SEND MUST RETAIN FOR TO IRS. SIX YEARS AFTER THE TRANSACTION. CERTIFICATION OF NON -FOREIGN STATUS BY TRANSFEROR 1 _ Section 1445 of the Internal Revenue Code provides that a transferee (Buyer) of a U. S. real property interest must withhold tax if the transferor (Seller) is a foreign person. 2. In order to inform each transferee that withholding of tax is not required upon disposition of a U. S. real property interest by ALVU . i0sgl 960,—,' E2Ul L:(. P2PS r` (hereinafter referred to as "the Transferor"), the undersigned hereby certifies, and declares by means of this certification, the following on behalf of the Transferor. - A. The one item marked below is true and correct: (1) The Transferor is not a foreign individual, foreign corporation, foreign partnership, foreign trust, or foreign estate (as these terms are defined in the Internal Revenue Code and Income Tax Regulations). (II) The Transferor is a corporation incorporated under the laws of a foreign jurisdiction but has elected to be treated as a U. S_ corporation under Section 897(i) of the Internal Revenue Code, AND HAS ATTACHED TO THIS CERTIFICATE A TRUE AND GENUINE COPY OF THE ACKNOWLEDGMENT OF SUCH ELECTION ISSUED BY THE IRS_ p(jWWth-' F"U TCL5f- 361 L ?33 a, 5� Frn� h,,6� Tno5t C-�555-6"t33 B. The Transferor's social security number is Transferor's address is 3. The Transferor understands that this certificate may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained in this certification may be punished by fine or imprisonment (or both). �2LN%;476e 4. The Transferor understands that each transferee is relying on this certificate in determining whether withholding is required and each transferee may face liabilities if any statement in this certificate is false. 5. The Transferor hereby indemnifies each transferee, and agrees to defend and hold each transferee harmless, from any liability, cost, damage, or expense which such transferee may incur as a result of: A. the Transferor's failure to pay any U. S. Federal income tax which the Transferor is required to pay under applicable U. S. law, or B. any false or misleading statement contained herein. Under penalties of perjury, 1 declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete; I further declare that I have authority to sign this document on behalf of the Transferor. EXECUTED in _ _ �3 COWAP- Vr� County, State of C:f=-AAZ 16 A on 'Z3 01k)e !7 '�- U P Transferor: I q fs-T 12U) CWO%V t-*- f erkcl .5AUC Title: L7 Must Exhibit E HAZARDOUS SUBSTANCE DEFINITION The term "Hazardous Substance" as used in this Agreement shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the statutes or regulations listed below and any and all of those substances included within the definitions of "hazardous substances", "hazardous materials", "hazardous waste", "hazardous chemical substance or mixture", "imminently hazardous chemical substance or mixture", "toxic substances", "hazardous air pollutant", "toxic pollutant" or "solid waste" in the statues or regulations listed below. Hazardous Substances shall also mean any and all other similar terms defined in other federal state and local laws, statutes, regulations, orders or rules and materials and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment or which are classified as hazardous or toxic substances, materials or waste, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetrachloroethylene, perch loroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste. In addition, a Hazardous Substance shall include: (1) A "Hazardous Substance", "Hazardous Material", "Hazardous Waste", or "Toxic Substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seg., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801, et seq., or the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et s�Mc.; (2) "Oil" or a "Hazardous Substance" listed or identified pursuant to § 311 of the Federal Water Pollution Control Act, 33 U. S. C. § 1321, as well as any other hydrocarbonic substance or by-product; (3) Listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity; (4) A material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in orderfor the property to be put to any lawful purpose, Exhibit "E" 1079714.1 (5) Any material the presence of which would require remediation, whether or not the presence of such material resulted from a leaking underground fuel tank; (6) Pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et sec.; (7) Asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et sec.; (8) Any radioactive material including, without limitation, any "source material", "special nuclear material', "by-product material', "low-level wastes", "high-level radioactive waste", "spent nuclear fuel' or "transuranic waste", and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. §§ 2011 et seg., or the Nuclear Waste Policy Act, 42 U.S.C. §§ 10101 et seg. (9) Industrial process and pollution control wastes, whether or not "hazardous" within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sue.: All other laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, promulgated pursuant to said foregoing statutes and regulations or any amendments or replacement thereof, provided such amendments or replacements shall in no way limit the original scope and/or definition of Hazardous Substance defined herein. Exhibit "E° 1079714.1 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT PROJECT: South Palm Canyon Drive Bridge Replacement at Tahquitz Creek Channel CITY PROJECT NO: 12-02 FEDERAL PROJECT NO: BRLS-5282 (042) APN: 508-171-011 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT, (the "Agreement"), is made and made this Jday of JJ A-- 20 Lq by and between the CITY OF PALM SPRINGS, a California charter and municipal corporation, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the "City" and/or "Grantee", Steven Wade, Surviving trustee; The 1987 Ruderman Family Trust; 1989 Sack Family Trust, hereinafter designated as the "Grantor". City/Grantee and Grantor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. Grantor is the owner of certain real property located in the City of Palm Springs, (the "City"), the County of Riverside, (the "County"), State of California, (the "State"), which is identified by Assessor Parcel Number 508-171-011, (referred to as the "Property"). B. Grantee desires to obtain from Grantor a temporary construction easement over a portion of the Property, and Grantor hereby agrees to authorize Grantee and its assignees, including its contractor(s), to enter, for a limited duration and term subject to the conditions herein this Agreement, a portion of the Property as described on the attached legal description, referenced as Exhibit "A", and shown on the attached map, referenced as Exhibit "B", (the "Easement Area"), which are attached hereto and incorporated herein by reference. C. The Parties desire by this Agreement to provide the terms and conditions for the Grantee's acquisition from Grantor of a Temporary Construction Easement, as defined below, over the Easement Area. AGREEMENT NOW, THEREFORE, in consideration of performance by the Parties of the promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. - Grantor hereby grants to City and its assignees, including its contractor(s), the right to enter upon and use Grantor's Property in the City of Palm Springs, Riverside County, State of California, described as Assessor's Parcel Number(s) 508-171-011 for all purposes necessary to facilitate and accomplish the construction and installation of various public street improvements ("Temporary Construction Easement") associated with the South Palm Canyon Drive Bridge Replacement at Tahquitz Temporary Construction Easement Agreement Page 1 Creek Channel, City Project No. 12-02, Federal Project BRLS-5282 (042), ("Project"). 2. The Temporary Construction Easement, used during construction of the Project consists of approximately 1,471 square feet as described on the attached legal description, referenced as Exhibit "A", and shown on the attached map, referenced as Exhibit "B" (hereinafter the "Easement Area"). 3 It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Easement Area by the Grantee, including the right to remove and dispose of improvements, shall commence on the close of escrow controlling this transaction, and the amount shown in Section 14 herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. The Temporary Construction Easement will automatically expire without the need of any further action from the parties on the earlier of (i) the City's recordation of a Notice of Completion for the Project with the Riverside County Recorder's Office or (ii) the date which if four (4) years from the recordation of the Temporary Construction Easement. Upon the City's recordation of a Notice of Completion for the Project with the Riverside County Recorder's Office, the Temporary Construction Easement granted herein shall be automatically surrendered by Grantee, and Grantee's interests thereto shall be automatically reverted to Grantor as if quitclaimed by Grantee, and shall no longer represent any title interest of or to Grantor's Property. Nevertheless, if requested by Grantor following such termination, City will execute a quitclaim deed confirming such termination. 4. The rights granted herein include the right to enter upon and to pass and repass over and along the Easement Area, and to deposit tools, implements and other materials thereon by City, or its successors and assigns, its officers, agents and employees, and by persons or entities under contract with City, its successors and assigns, wherever and whenever necessary for the purpose of completing the Project in accordance with applicable laws. The City's activities may involve surveying, staking, excavation, grading, and other related uses that are reasonably required to construct the Project. City agrees not to damage Grantor's property in the process of performing such activities. At all times during the term of this Agreement (and during construction of the Project), Grantor's property will remain accessible for Grantor's ingress and egress. 5. At the termination of the period of use of Grantor's land by City, but before its relinquishment to Grantor, debris generated by City's use will be removed and the surface will be graded, if applicable, and left in a neat condition. 6. Grantee, or Grantee's Contractors, will relocate, if necessary, the sign located within the Temporary Construction Easement to a mutually agreed upon location. Grantee agrees to relocate sign at their expense. 7. Any notice to be given or other document or documents to be delivered to either Temporary Construction Easement Agreement Page 2 Party by the other hereunder may be delivered in person or may be deposited in the United States Mail in the State of Califomia, duly registered or certified, with postage prepaid, and addressed as follows: If to Grantee, to: Attn: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Facsimile No.: (760) 322-8332 Telephone No.: (760) 323-8204 If to Grantor, to: Steven Wade, Surviving Trustee 10805 Moore Drive Parkland, Florida 33076 8. To the extent permitted by law, City (or its contractor) shall indemnify, defend and hold harmless Grantorfrom all losses, liabilities, costs, damages, expenses, causes of action, suits, claims or judgments, including attorney's fees and costs, (collectively, "Claims") arising directly out of or in connection with any act or omission of City, its employees, representatives, agents, suppliers or subcontractors, pursuant to this Agreement or otherwise, provided, however, that the foregoing duty to defend, indemnify and hold harmless the Grantor from and against any Claims shall not apply to any Claims arising from the negligence or intentional misconduct of Grantor. 9. Grantor hereby warrants that they are the owners of the Property described above and that they have the right to grant City, its successors or assigns, permission to enter upon and use the Easement Area. 10. This Agreement is the result of negotiations between the Parties hereto. This Agreement is intended by the Parties as a final expression of their understanding with respect to the matters herein, and is a complete and exclusive statement of the terms and conditions thereof. 11. This Agreement shall not be changed, modified, or amended except upon the written consent of the Parties hereto. 12. This Agreement supersedes any and all other prior agreements or understandings, oral or written, in connection therewith. 13. Grantor, its assigns and successors in interest, shall be bound by all the terms and conditions contained in this Agreement, and all the Parties thereto shall be Temporary Construction Easement Agreement Page 3 jointly and severally liable thereunder in accordance with Civil Code Section 1468. 14. City shall pay to Grantor the total sum of Ten Thousand Six Hundred Eighty dollars and 00/100 ($10,608.00), (the "Rental Price"), for the right to enter upon and use Grantor's land in accordance with the terms hereof. Applicable compensation for property improvements located in the TCE area is included in rental price above. Grantor hereby expressly and unconditionally waives any and all claims for damages, relocation assistance benefits, severance damages, interest, loss of goodwill, claims for inverse condemnation or unreasonable pre - condemnation conduct, or any other compensation or benefits, other than for payment of the Rental Price, it being understood that the Rental Price constitutes complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever, whether known or unknown as of the date of this Agreement, relating to or in connection with the Temporary Construction Easement or any other rights granted under this Agreement. Payment shall be made within thirty (30) days after execution of this Agreement, or pursuant to the terms of and through the close of escrow if acquisition of the Temporary Construction Easement is associated with the City`s acquisition from Grantor of permanent right-of-way over a portion of the Property. Grantor hereby acknowledges that it has been advised by its attorney and is familiar with the provisions of California Civil Code section 1542, which provides 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." By signing below, Grantor acknowledges that it may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless, Grantor hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which it may have under California Civil Code section 1542, or under any statute or common law or equitable principal of similar effect, except as set forth in this Section 14. [SIGNATURE PAGE FOLLOWS] Temporary Construction Easement Agreement Page 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. GRANTEE: CITY OF PALM SPRINGS, a California charter city and municipal corporation GRANTOR: Steven Wade, Surviving trustee; The 1987 Ruderman Family Trust; 1989 Sack Family Trust "1Z1___- r By. --�� David H. Ready, ity r By: Steven Wade, Successor Trustee APPROVED BY rF" MANAGER kS%3- AWN APPROVED AS TO FORM: By: (Q '�l 7� JeffKey alli r, City Attorney Exhibit List Exhibit A -- Legal Description of the Easement Area Exhibit B -- Depiction of Easement Area Temporary Construction Easement Agreement Page 5 Exhibit "A" LEGAL DESCRIPTION OF THE EASEMENT AREA (Attached) Exhibit A EXHIBIT "A" LEGAL DESCRIPTION APN 508-171-011 GREAT AMERICAN CHICKEN CORP. TEMPORARY CONSTRUCTION EASEMENT TEMPORARY CONSTRUCTION EASEMENT: THAT PORTION OF LOT 13, SECTION 23, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, OF PALM VALLEY COLONY LANDS, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 14 PAGE 652 OF MAPS, SAN DIEGO COUNTY RECORDS, ALSO BEING A PORTION OF LAND DECRIBED IN THAT CERTAIN OWNER'S CERTIFICATE FOR LOT LINE ADJUSTMENT NO. LLA-03-11 RECORDED AUGUST 22, 2003 AS INSTRUMENT NO. 2003-646148 OF OFFICIAL RECORDS. COMMENCING AT THE SOUTHEAST CORNER OF SAID LAND DESCRIBED BY SAID CERTIFICATE FOR LOT LINE ADJUSTMENT, SAID POINT BEING ON THE INTERSECTION OF THE WESTERLY RIGHT OF WAY LINE OF SOUTH PALM CANYON DRIVE (50.00 FEET HALF WIDTH WESTERLY) AS SHONW ON RECORD OF SURVEY ON FILE IN BOOK 57 AT PAGES 3 THROUGH 16, INCLUSIVE THEREOF, RECORDS OF RIVERSIDE COUNTY WITH THE NORTHERLY LINE OF A PARCEL DESCRIBED IN DEED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT RECORDED JANUARY 12, 1949 IN BOOK 1043, PAGE 517 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY; THENCE NORTH 70029'24" WEST ALONG SAID NORTHERLY LINE, A DISTANCE OF 20.92 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON A LINE PARALLEL WITH AND DISTANT 19.59 FEET WESTERLY, MEASURED AT A RIGHT ANGLE, FROM SAID WESTERLY RIGHT OF WAY LINE; THENCE NORTH 01001'27" WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 70.00 FEET; THENCE NORTH 88058'33" EAST, A DISTANCE OF 16.23 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID CERTIFICATE FOR LOT LINE ADJUSTMENT, SAID LINE ALSO BEING THE WESTERLY LINE OF A PARCEL OF LAND DESCRIBED IN INSTRUMENT NO. 2003-646147, RECORDED AUGUST 22, 2003 RIVERSIDE COUNTY OFFICIAL RECORDS; THENCE NORTH 20000'48" WEST ALONG SAID NORTHEASTLY LINE AND WESTERLY LINE, A DISTANCE OF 10.58 FEET TO A POINT THEREON; THENCE LEAVING SAID NORTHEASTERLY LINE AND WESTERLY LINE, SOUTH 88058'33" WEST, A DISTANCE OF 22.79 FEET; Pagel of 2 l{clsinorclW02QO14V4-02621DrawingsL,fappingll4-0262-TCE-GA CHICKEN Lcgal.dncY AlhertA. Webb Associates EXHIBIT "A" LEGAL DESCRIPTION APN 508-171-011 GREAT AMERICAN CHICKEN CORP. TEMPORARY CONSTRUCTION EASEMENT THENCE SOUTH 01001'27" EAST, A DISTANCE OF 65.58 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT 10.00 FEET NORTHERLY, MEASURED AT A RIGHT ANGLE, FROM SAID NORTHERLY LINE OF A PARCEL DESCRIBED IN DEED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, SAID LINE ALSO BEING THE SOUTHWESTERLY LINE OF SAID CERTIFICATE FOR LOT LINE ADJUSTMENT THENCE NORTH 70029'24" WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 52.66 FEET; THENCE SOUTH 19004'37" WEST, A DISTANCE OF 10.00 FEET TO A POINT ON SAID NORTHERLY LINE OF A PARCEL DESCRIBED IN DEED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, SAID LINE ALSO BEING THE SOUTHWESTERLY LINE OF SAID CERTIFICATE FOR LOT LINE ADJUSTMENT; THENCE SOUTH 70029'24" EAST ALONG SAID LINE, A DISTANCE OF 67.01 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 1471 SQUARE FEET (0.034 ACRES), MORE OR LESS. SEE PLAT ATTACHED HERETO AS EXHIBIT "B" AND MADE A PART HEREOF. PREPARED UNDER MY SUPERVISION LAND S Michael E. J nson, L.S. 7673 Date v sy o J-Q Prepared By: JCR No. 7673 Checked By:AL STgT£ OF CA00)�a\P Page 2 of 2 !lelsinore''i6V022014114-0262'DrawingsWapping114-0262-TCE-GA CHICKEN Legal.docs Albert A. Webb Associates Exhibit "B" DEPICTION OF THE EASEMENT AREA (Attached) EXHIBIT "B" xo TEMPORARY CONSTRUCTION EASEMENT APN 508-171-011 GREAT AMERICAN CHICKEN CORP. 0 PERPETUAL FLOWAGE RIGHTS OF WAY PER BOOK 1043, PAGE 423 O.R., REC. 1/12/1949. W (2) EASEMENT FOR FLOOD CONTROL AND WATER TEMPORARY CONSTRUCTION EASEME IN CONSERVARON PURPOSES AND OIr1ER PURPOSES PER BOOK 1043, PAGE 517 O.R., REC. 1/12/1949. 1\J O3 10' P.U.E. PER BOOK 1710, PAGE 227 O.R., SUNNY DUNES RD. REC. 03/21/1955. N'LY LINE OF LOT 13, M8 14/652 S.D. CO. LINE TABLE L4�--� i' 1' � LINE # DIRECTION LENGTH L1 N70'29'24"W 20.92' L2 N8958'33"E 16.23' L3 N20'00'48"W 10.58' L4 S8958'33"W 22 79' L5 m q S19'04'37"W 10.00' Ln w CERTIFICATE FOR LOT LINE ADJUSTMENT - NO. LLA-03-11, o INST.42003-646148, o REC. 8/22/2003 CR PC, _ EI$ SEC. 23, T4S, R4E, SEIM A L B E R T A. NEVLINE OF LLA-03-11 & W'LY LINE OF #2003-646147 REC. 8/22/2003 EXISTING R/W LINE, E'LY LINE OF LLA-03-11 & W'LY LINE PCL. 1, INST. #1966-9205 REC. 1/26/1966 PALM ALLEY COLONY LANDS MB 14/652-SAN DIEGO I f POR. LOT 13 qq CITY OF PALM SPRINGS A S S 0 C I A T E S I G:12014`,14-0262\Drawings `,Mapping" 14-0262—TCE—GA CHICKEN.dwg 1 28;'2019 4:57 PM IN THIS PLAT IS SOLELY AN AID IN LOCATING THE PARCEL(S) IN THE ATTACHED DOCUMENT. W.O. ALL PRIMARY CALLS ARE LOCATED IN THE WRITTEN DOCUMENT. SHEET 1 OF 1 14-262 SCALE: 1 "=20' DRWN BY JCR DATE llIV2019 SUBJECT: TEMPORARY CONSTRUCTION EASEMENT CHKD BY M-F-J- DATE AMENDMENT NO. 1 TO RIGHT OF WAY AGREEMENT FOR CONVEYANCE OF REAL PROPERTY AND ESCROW INSTRUCTIONS This Amendment No. 1 ("Amendment No. 1") to the RIGHT OF WAY AGREEMENT FOR CONVEYANCE OF REAL PROPERTY AND ESCROW INSTRUCTIONS, dated on or about June 7, 2020, (the "Agreement"), is made and entered into as of this lAday of 2020 (the "Effective Date"), by and between the City of Palm Springs, a California charter city and municipal corporation, ("City") and Steven Wade, Surviving Trustee of The 1987 Ruderman Family Trust and The 1989 Sack Family Trust ("Seller"). City and Seller are sometimes herein referred to individually as "Party" and collectively as the "Parties". RECITALS WHEREAS, on or about June 7, 2020, the Parties entered into the Agreement, pursuant to which Seller sold to the City certain Rights -of -Way' over and across the Property for various public purposes including street rights -of -way and public utilities. WHEREAS, one item — an administrative settlement recommendation increase — was inadvertently omitted from the Purchase Price. NOW, THEREFORE, in consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this Amendment No. 1. SECTION 2. Section 1.2 of the Agreement is hereby amended to read as follows: 1.2 Purchase Price. The total Purchase Price is One Hundred Eight Thousand Six Hundred and 00/100 ($108,600.00) ("Purchase Price"), payable as cash at closing, plus applicable escrow, associated fees, and other charges. The Purchase Price consists of: 1) Twenty -Five Thousand Six Hundred Sixty -Eight Dollars and 00/100 ($25,668.00) for the Permanent Slope Easement; 2) Thirty -Five Thousand Six Hundred Ninety -Eight Dollars and 001100 ($35,698.00) for Site Improvements; I All capitalized terms not defined herein shad have the meaning ascribed to them in the Agreement. 3) Ten Thousand Six Hundred Eight Dollars and 00/100 ($10,608.00) for the Temporary Construction Easement Agreement; 4) Thirty -One Thousand Six Hundred Twenty -Six Dollars and 00/100 ($31,626.00) for the Temporary Impacts; and 5) Five Thousand Dollars and 00/100 ($5,000.00) for Administrative Settlement Recommendation increase." SECTION 3. Full Force and Effect. All terms, conditions, and provisions of the Agreement, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Agreement, the provisions of this Amendment No. 1 shall in all respects govern and control. From and after the date of this Amendment No. 1, whenever the term "Agreement" or "Contract" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. SECTION 4. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the Effective Date. "CITY" City of Palm Springs Date: rq�n B WDavid H. Ready, City Manager APPROVED AS TO FORM: ATTEST: By: r� _,,•^ By: Jefk6y . Balling+& A hony J Me a, City Attorney City Clerk "SELLER" Steven Wade, Surviving trustee; The 1987 Ruderman Family Trust; 1989 Sack Family Trust Date: A t)C)JS t ;)—?77' �3 U By: C"EM, no .1-72720- N - Steven Wade, Successor Trustee int d NamerTit Date:By: 77 ignature COMW88 MGG3UN Printed Name/Title / z /,,0,V orporatio �rel quire two notarized signatures: One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. IIft`�J�% r oeo r. t.am J� Y1 rers Ale Phone: (90 ✓ Fax: (909) Escrow 0S Escrow OtPo ( Buyer's / Bc Property: Vacant Land - 508-171-011 , Pair 1 Original: Escrow Information — ROW and TCE Agreemei Buyer: City of Palm Springs Contract Company Name: The 1987 Ruderman Family Purchase Price Purchase Price Company Contact: Steven Wade, Trustee Escrow Charges FTB Processing Fee to Lawyers Title Summary of Services: APN 508-171-011, CP 12-0 Escrow Fees Drive Bridge Replacement a Escrow Fees to Lawyers Title Co Title Charges Contract Price: $110,229.00 Owner's Coverage ($108,600) to Lawy Recording Fees / Transfer Taxes Funding Source: 134-4497-50317; 134-4498- Recording Service Fee to Simplifile Additional Services Contract Term: Four (4) years Additional Deposit for Final Calculatior Balance Due Contract Administration This is an estimated closing statement a Lead Department: Development Services - Eng Contract Administrator: Joel Montalvo/Donn Uyeno Signed on this day of Ci Palm Spr' Contract Approvals City Manager Approval: July 9, 2020 By: Marcus L. Fuller, Assistant City Manager Resolution Number: 24652 Agreement Number: A8573 APPROVED AS TO FORM l 1/'C1*ATToFKEY Contract Compliance Exhibits: N/A A ST: Signatures: Attached Insurance: N/A C y Cler Bonds: N/A Submitted on: 09/22/2020 eRi )lo7R nc- of r%iamn,)n 7 7R 70 Ap S B L21926 As of 5/8/2020 2:26 S PM Lawyers Title C Lawyers Title Pho e:0(909) JFax: (909) 963 Escrow Officer: Escrow Officer Page 1 SBL21926-CGC Buyer's / Bon Property:Vacant Land - 508-171-011 , Palm ►te: 5/29/2020 Buyer: City of Palm Springs :r: SBL21926-CGC Credits Purchase Price Purchase Price Escrow Charges FTB Processing Fee to Lawyers Title Co Escrow Fees Escrow Fees to Lawyers Title Co Title Charges Owner's Coverage ($108,600) to Lawyer. Recording Fees / Transfer Taxes Recording Service Fee to Simplifile Additional Services Additional Deposit for Final Calculations; Balance Due $110,229.00 $110,229.00 This is an estimated closing statement anc ie time of final closing. Signed on this �-day of Ci Palm Spr' ROVED BY CITY COUNCL 110 By: Marcus L. Fuller, Assistant City Manager APPROVED AS TO FORM CJfY ATTORAY A7 ST: C Cle Lammers Title Escrow Division 625 E. Carnegie Drive, Suite 105 San Bernardino, CA 92408 Phone: (909) 963-5588 Fax: (866) 696-3389 Escrow Officer: Colleen Graves Escrow Officer's e-mail: cgraves@Itic.com Escrow Number: SBL21926 - LT143 - CGC Property Address: Vacant Land - 508-171-011 , Palm Springs CA, Escrow Officer: Colleen Graves For Credit To: City of Palm Springs Date: May 8, 2020 WIRE TRANSFER INSTRUCTIONS The following information is provided to you, per your request, in order to send a WIRE TRANSFER to Lawyers Title Company Bank Name/Address: BANK ROUTING Number: CREDIT TO: Branch / Account Number: City National Bank 555 South Flower St. 17th Floor Los Angeles, Ca. 90071 122016066 Lawyers Title Company 555295596 For Further Credit to Escrow No: SBL21926 - 143 Attention: Colleen Graves All information must be EXACT or a delay in your wired funds may occur, which may also delay the closing of your escrow transaction. Funds required for this transaction, in order to be immediately credited to your escrow, must be sent in the form of a wire transfer. Note: Any electronic funds attempted to be sent via Automated Clearing House ("ACH") will be reiected and sent back to the originators account. The process of rejecting an ACH may take anywhere from 5-10 days, which will result in the delay of your closing. Neither Lawyers Title Company, or the bank mentioned above, will assume any liability for delays in your wire due to incorrect information or the return of an ACH transfer. If there are any questions regarding the wire transfer of your funds, please do not hesitate to contact our office our bank named above.