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Home My WebLink AboutA8840 - COACHELLA VALLEY CONSERVATION COMMISIONAGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE THIS AGREEMENT ("Agreement") is entered into as of the VIN day of 2021, by and between the City of Palm Springs, a California charter city and munibipal corporation, ("Seller"), and the COACHELLA VALLEY CONSERVATION COMMISSION, a public agency of the State of California formed by a Joint Exercise of Powers Agreement ("Buyer"). Seller and Buyer are individually referred to as Party, or collectively as the Parties. Seller in consideration of this Agreement, agrees to sell and convey, and Buyer agrees to purchase all Seller's right, title and interest in that certain real property located in the Santa Rosa & San Jacinto Mountains Conservation Areas, of the Coachella Valley Multiple Species Habitat Conservation Plan, in the City of Palm Springs, County of Riverside, State of California, consisting of approximately 42.32+/- acres ("Property"), as described in Exhibit A, Legal Description, and identified as Assessor Parcel Number 681- 480-011. TERMS AND CONDITIONS Purchase Price The total purchase price for the Property shall be FOUR HUNDRED SIXTY THOUSAND DOLLARS ($460,000.00). The purchase price shall be paid in full at closing. 2. Contingencies Buyer's purchase of the Property shall be contingent upon the following: (a) Approval of this Agreement by the Coachella Valley Conservation Commission at its next available public meeting. (b) Seller's ability to provide to Buyer an owner's policy of title insurance, in the amount of the total purchase price, evidencing Seller can convey good and marketable, fee simple title, free and clear of all liens, encumbrances and other exceptions, except such liens, encumbrances and exceptions as may be accepted in writing by Buyer, together with unrestricted access. (c) A site inspection conducted by or on behalf of Buyer, and paid for by Buyer, demonstrating that there are no hazardous materials or hazardous conditions on the property. (d) All debris and personal property shall be removed by close of escrow and is the sole responsibility of the Seller. (e) If necessary, CVCC has the right to assign title to the property to another Conservation Agency. Page 1 3. Escrow Upon approval of this signed Agreement by the Buyer pursuant to 2(a) above, escrow will be opened with Buyer's choice of Title and Escrow company and the parties shall execute and deliver to escrow all escrow instructions and other documents reasonably necessary to conclude the purchase. 4. Closing Date Subject to any conditions present, this transaction shall close escrow on or before July 30, 2021, ("Closing Date"), provided however, that in the event the parties have performed in accordance with this agreement and are unable to close by such date due to unanticipated title or funding delays the Closing Date may be extended by written agreement of the parties. 5. Inspection Buyer or its designee may enter upon the Property at reasonable times for surveying and other purposes reasonably related to this transaction. 6. Representations and Warranties Seller represents to Buyer the following matters with the intent that these representations shall survive closing: (a) Hazardous Materials. Seller represents that to the best of Seller's actual knowledge the Property; which for purposes of this subsection and (b) below, shall include all surface and subsurface soils, minerals and ground water in, on or under the land transferred hereunder, is not now nor, to the knowledge of Seller's, has it ever been used in any manner for the manufacture, use, storage, discharge, deposit or disposal of any hazardous or toxic substance, material or waste within the meaning of any applicable environmental statute, ordinance, or regulation. No hazardous or toxic substance, material, or waste, including without limitation asbestos or material containing or producing polychlorinated biphenyls (PCBs), is presently stored or located on the Property at levels greater than natural background concentrations. The Property is not subject to any "superfund" or similar lien, or any claim by any government regulatory agency or third party related to the release, or threatened release of any hazardous or toxic substance, material or waste. (b) Underground and Certain Other Storage Tanks. Seller represents that to the best of Seller's actual knowledge there have not been and there are not now any underground storage tanks, any septic tanks or wells, or above ground storage tanks at any time used to store hazardous or toxic substances, located on or under the Property, or if there have been or are any such tanks or wells located on the Property, their location has been identified to Buyer in writing, they have been properly registered with all appropriate authorities, they are in full compliance with all applicable statutes, ordinances, and Page 2 regulations, and they have not resulted in the release of any hazardous or toxic substance, material, or waste into the environment. (c) Boundary and Third -Party Use Rights. Seller represents that to the best of Seller's actual knowledge there are no easements or rights of way which have been acquired by prescription or which are otherwise not of record with respect to the Property, and that there are no easements, rights of way, permits, licenses, or other forms of agreement which afford third parties the right to use any portion of the Property or to traverse any portion of the Property to gain access to other real property. Seller further represents that to the best of Seller's knowledge there are no disputes with regard to the location of any fence or other monumentation of the Property's boundary nor any claims or actions involving the location of any fence or boundary. 7. Termination (a) If any obligation of Seller pursuant to this Agreement or the escrow instructions shall not have been satisfied on or before the Closing Date, Buyer may, at its sole election and without liability, elect to terminate this Agreement, in which event all escrow deposits made by Buyer shall be refunded to Buyer and neither party shall have any further obligation to the other with regard to the purchase and sale of the Property. (b) If any obligation of Buyer pursuant to this Agreement or the escrow instructions shall not have been satisfied on or before the Closing Date, Seller may refuse to convey title to the Property in which case all escrow deposits made by Buyer shall be refunded to Buyer, and neither party shall have any further obligation to the other with regard to the purchase and sale of the Property. 8. Preservation of Property Seller acknowledges that Buyer intends to use the Property as a nature preserve in perpetuity. Seller agrees that the Property shall remain as it is now, with the exception complying with sections 2d, 6a and 6b of this agreement, until closing, and that Seller shall refrain from and shall not permit any use of the Property for any purpose or in any manner which would adversely affect Buyer's intended use of the Property as a nature preserve or similar use. 9. Costs and Fees Fifty percent of the escrow fee shall be paid by Buyer and fifty percent of the escrow fee shall be paid by Seller. The premium for the title insurance policy described above and any documentary fees shall be paid by Seller. Recordation costs associated with recordation of the grant deed shall be the responsibility of the Buyer and pursuant to Government Code Section 27383, which states, "no fee shall be charged by the recorder for services rendered to the State, to any municipality, county in the State or other political subdivision thereof, except for making a copy of a paper or record", Buyer transfer taxes are exempt per R&T code 11922 and Buyer is subject to taxability code 2-00. Seller is Page 3 responsible for paying property taxes up to the date of transfer at a pro -rated rate. Each party shall bear its own legal fees. 10. Notices Any notice to be given by either party to the other hereunder may be delivered in person or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To Seller: City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 To Buyer: Coachella Valley Conservation Commission c/o Acquisition Manager, Coachella Valley Mountains Conservancy 73710 Fred Waring Drive, Suite 200 Palm Desert, CA 92260 11. Miscellaneous This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement. This Agreement represents the entire agreement of the parties, supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject hereof, and may not be amended except by a writing signed by each party hereto. The obligations, covenants, warranties, and remedies set forth in this Agreement shall not merge with the transfer of title but shall remain in effect. The representations set forth in this Agreement, with respect to Seller's actual knowledge, shall not merge with the transfer of title but shall remain in effect. [SIGNATURES ON NEXT PAGE] Page 4 IN WITNESS WHEREOF, Seller and Buyer have entered into this Agreement as of the dates stated below. CITY OF PALM SPRINGS Approved By: Justin Vlifton City Manager Date A sted By: ony Mejia City Clerk Approved as to Form: (�D.lw.;-2 == Jetfrey 8. f3aliing4rr- City Attorney APPROVED BY CITY COUNCIL: Date: �14 Agreement No. U940 0 COACHELLA VALLEY CONSERV N COMMISSION Signature Name botc-,kve 'bc r c-Gk l(- Title 0 K Signature Name Title Page 5 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY The land referred to herein is situated in the State of California, County of Riverside, described as that certain parcel of land consisting of approximately 42.32 acres (more or less) as conveyed by that Grant Deed recorded March 26, 2020 as Document No. 2020- 0138443, more fully described as: "Parcel A" of Lot Line Adjustment 13-05 (LLA 13-05) as more particularly described on the following two pages. Exhibit A - Page 1 THAT PORTION OF PARCELS "A", 4B" AND "D" OF CITY OF PALM SPRINGS LOT LINE ADJUSTMENT NO.05-21, AS DESCRIBED IN DOCUMENT RECORDED MARCH 2, 2006 AS INSTRUMENT NO.2006-0151995. RECORDS OF RIVERSIDE COUNTY, CALIFORNIA AND BEING A PORTION OF THE SOUTHWEST ONE - QUARTER OF SECTION 29, TOWNSHIP 4 SOUTH, RANGE 5 EAST, OF SAN BERNARDINO SASE AND MERIDIAN, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL "A", SAID POINT BEING THE SOUTHWEST CORNER OF SECTION 29, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN; THENCE NORTH 89"44'40" EAST 622.87 FEET ALONG THE SOUTHERLY LINE OF SAID PARCEL "A" TO THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL CONDEMNED TO THE DESERT WATER AGENCY AS DESCRIBED IN DOCUMENT RECORDED AUGUST 3, 1976 AS INSTRUMENT NO,113608, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE NORTH 00015'20" WEST 325.00 FEET ALONG THE WEST LINE OF SAID CONDEMNED PARCEL TO THE NORTHWEST CORNER THEREOF; THENCE NORTH 89044'40" EAST 525.00 FEET ALONG THE NORTH LINE OF SAID CONDEMNED PARCEL TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 00d15'20" EAST 325.00 FEET ALONG THE EAST LINE OF SAID CONDEMNED PARCEL TO THE SOUTHEAST CORNER THEREOF, ALSO BEING A POINT ON THE SOUTH LINE OF SAID SECTION 29; THENCE NORTH 89044'40" EAST 827.10 FEET; THENCE NORTH 00008'51" EAST 720.79 FEET ALONG THE EAST LINE OF SAID PARCELND"; THENCE NORTH 89"4832" WEST 414.50 FEET; THENCE NORTH 01 °58'55" WEST 130.61 FEET; THENCE NORTH 23002'14" EAST 129.95 FEET; THENCE NORTH 08"05'39" EAST 73.20 FEET; THENCE NORTH 14"16-45- WEST 215.30 FEET; THENCE NORTH 51 *19'26" WEST 129.20 FEET; Exhibit A - Page 2 THENCE NORTH 66006'45" WEST 355.45 FEET; THENCE SOUTH 17°43'39" WEST 45.51 FEET; THENCE SOUTH 02°46'28" EAST 599.76 FEET; THENCE SOUTH 87°15'26" WEST 215.07 FEET, THENCE SOUTH 00*15'20" EAST 290.76 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 928.00 FEET, A LINE RADIAL TO SAID CURVE AT SAID POINT BEARS SOUTH 16046'08" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AN ARC DISTANCE OF 750.18 FEET THROUGH A CENTRAL ANGLE OF 46019'020, A LINE RADIAL TO SAID CURVE AT SAID POINT BEARS SOUTH 63-0510" WEST; THENCE NORTH 63005'10" EAST 73.38 FEET; THENCE NORTH 3601I'll 4" WEST 125.95 FEET; THENCE NORTH 32023'29" WEST 51.61 FEET; THENCE NORTH 26°21'53" WEST 368.98 FEET; THENCE SOUTH 71040'05" WEST 6.29 FEET; THENCE NORTH 18*19'55" WEST 107.67 FEET TO A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 750.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AN ARC DISTANCE OF 5.68 FEET THROUGH A CENTRAL ANGLE OF 00°26'01" TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN EASEMENT AS SHOWN IN DOCUMENT RECORDED OCTOBER 19, 1979 AS INSTRUMENT NO.219629, OFFICIAL RECORDS, A LINE RADIAL TO SAID CURVE AT SAID POINT BEARS SOUTH 72°06'06" WEST; THENCE SOUTH 72006'06" WEST 100.00 FEET; THENCE SOUTH 89"57'00" WEST 42.53 FEET TO A POINT ON THE WESTERLY LINE OF SAID SECTION 29; THENCE SOUTH 00004'40tl WEST 1596.80 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. APN: 681-480-011 Exhibit A - Page 3