HomeMy WebLinkAbout0007 - PURCH OF ROW FROM PS OLIVERA/ZANJERO DocuSign Envelope ID:D3A8D146-13BE-4998-9DFD-834195CC1340
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
THIS AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
("Agreement") is made and entered into as of this 2nd day of August, 2017, by
and between the CITY OF PALM SPRINGS, a California charter city and
municipal corporation ("Seller"), and 7 IN OLIVERA LLC, a California limited liability
company ("Purchaser"). Seller and Purchaser are sometimes referenced below as the
"Parties," and each as a "Party." In consideration of the mutual covenants and
representations herein contained, and other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
RECITALS
A. The purpose of this Agreement is to provide for the purchase and sale of that certain
six thousand three hundred and eighty-two (6,382) square feet of right of way,
currently owned in fee by the City of Palm Springs ("RoW') identified as Parcel "A".
Exhibit A, attached hereto and incorporated by this reference herein, reflects the
legal description of the ROW identified as Parcel "A" as known by the Parties.
Exhibit B, attached hereto and incorporated by this reference herein, depicts Parcel
"A" as known by the Parties, and specifically excludes an adjacent portion of right of
way identified as Parcel "B" which is not a part of this transaction. The RoW is
located on the eastern boundary of a site owned and planned for future development
by Purchaser (the "Site"), with frontage on Via Olivera, in the City of Palm Springs,
County of Riverside, State of California, and contiguous to a planned cross-street
that will be a new segment of Zanjero Road.
B. The Site consists of the two (2) Purchaser-owned parcels, approximately .83 acres
in size in the aggregate, identified as assessor's parcels number 504-260-004 and
504-260-005, and generally located at the northwest corner of Via Olivera and the
future Zanjero Road.
C. The Site is incorporated in Purchaser's Tentative Condominium Tract Map No.
37041, as proposed by Purchaser for the Seller's consideration and approval (the
"Map"). Exhibit C, attached hereto and incorporated by this reference herein,
reflects the Site in the context of the Map. The Map depicts certain setback and
dimensional issues that would prevent final approval by the Seller in its
governmental capacity unless modified into conformance which may require a
reduction in dwelling unit count or size.
D. As such, the Parties understand and agree that Purchaser's acquisition of title to the
RoW is a condition precedent to Purchaser's development and improvement of the
Site as shown in the Map. Purchaser desires to acquire the RoW and incorporate
the RoW into the Site to ease such dimensional limitations.
E. The City has determined that the Site's development, if it proceeds pursuant to this
Agreement, will advance the best interests of the City in accord with the public
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
7 at Olivera, LLC
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purposes and provisions of applicable federal, state, and local laws and
requirements.
F. Prior to consummating the purchase and sale contemplated by this Agreement, the
Parties understand and agree that Seller, in an effort to secure the maximum value
attainable upon its sale of the ROW, will market the ROW for sale to the public.
G. In recognition of Purchaser's desire to develop the Site and Seller's intent to
cooperate with Purchaser's plan to purchase the ROW pursuant to the terms and
conditions of this Agreement, Seller will give Purchaser a "right of first refusal" with
respect to any offer to purchase the ROW received by Seller during Seller's
marketing of the ROW.
NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:
1. AGREEMENT TO SELL AND PURCHASE
Based upon the true and correct recitals above, incorporated in their entirety
herein by this reference as material contractual terms, inclusive of the referenced
exhibits and definitions, Seller agrees to sell the ROW to Purchaser, and Purchaser
agrees to purchase the ROW from Seller, upon the terms and for the consideration set
forth in this Agreement.
2. OWNER/SELLER
The City of Palm Springs ("Seller"), a charter city organized under the laws of the
State of California, owns the ROW to be sold pursuant to this Agreement. The office of
the Seller is located at 3200 E. Tahquitz Canyon Way, P.O. Box 2743, Palm Springs,
CA 92263-2743.
3. PURCHASING ENTITY
7 In Olivera LLC, a California limited liability ("Purchaser") seeks to acquire title to
the ROW hereunder. The principal office of the Purchaser is located at 412 N Oakhurst
Dr., Apt#204, Beverly Hills CA 90210. The term "Purchaser" as used in this Agreement
includes any permitted transferee, conveyee, or assignee of the Purchaser with the
qualifications and financial responsibility necessary and adequate, consistent with the
provisions of this Agreement and as may be reasonably determined by the City
Manager, to fulfill the obligations undertaken in this Agreement by the Purchaser.
4. PURCHASE PRICE
The Parties agree that absent Purchaser's exercise of its right of first refusal
hereunder, the total purchase price for the ROW, payable Purchaser to Seller in cash
through the escrow facilitating the transaction underlying this Agreement ("Escrow"),
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
7 at Olivera, LLC
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shall be the lump sum of Forty Seven Thousand Eight Hundred Eighty Dollars and
No Cents ($47,880.00) (the "Purchase Price"). In the event that Purchaser exercises its
right of first refusal hereunder, the adjusted purchase price of the right of way shall be
as specified below.
5. USE OF SITE.
Purchaser's use of the Site upon acquisition of the RoW shall consist of
construction and maintenance of a multi-family residential project which meets all
applicable zoning and development standards of the Seller in its governmental capacity.
6. MARKETING OF SITE PRIOR TO ESCROW, RIGHT OF FIRST REFUSAL
(a) Seller shall list the ROW for sale, in accord with Seller's established policy
and procedure of listing real property for sale, within two (2) business days
of the Parties' execution of this Agreement. The duration of Seller's listing
of the RoW shall be thirty (30) days. Seller's listing shall indicate that any
purchase of the ROW by a third party (a "Third Party Purchaser") shall be
subject to a right of first refusal benefitting Purchaser ("ROFR"), whereby
Purchaser shall have the right to purchase the ROW for an adjusted
purchase price of one dollar ($1.00) more than any price offered by a
Third Party Purchaser ("Adjusted Purchase Price"). Further, the listing
shall indicate that a copy of this Agreement, including the specific terms of
the ROFR, shall be available to any prospective Third Party Purchaser
upon a written request to the City Clerk.
(b) Seller shall give Purchaser written notice of all offers to purchase the ROW
received from any Third Party Purchaser during the duration of the Seller's
listing of the ROW within two (2) business days of the close of the listing
period. Purchaser shall have two (2) business days after receipt of such
written notice of all offers, if any, to exercise its ROFR with respect to that
the highest and/or best offer in excess of the Purchase Price. In the event
that Purchaser exercises its ROFR, Seller shall communicate notice of the
fact of that exercise to the Third Party Purchaser, and the offer by the
Third Party Purchaser in question shall be deemed rejected.
(c) In the event that Purchaser exercises its ROFR and offers to purchase the
ROW from Seller for an Adjusted Purchase Price, escrow shall open as
per this Agreement.
(d) Pursuant and according to the terms above, Seller hereby grants
Purchaser a ROFR as to Seller's potential sale of the ROW to any Third
Party Purchaser, and further, hereby warrants and covenants that it will
sell the ROW to Purchaser for the Adjusted Purchase Price subsequent to
any exercise of Purchaser's ROFR.
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
7 at Olivera,LLC
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7. ESCROW AND TITLE INSURANCE
(a) Within two (2) business days of the expiration of Seller's listing of the ROW
for sale, the Parties shall open escrow ("Escrow') with an escrow
company located in the City of Palm Springs, California ("Escrow Holder").
Each of the Parties shall pay fifty percent (50%) of all fees, charges, and
costs of Escrow.
(b) Seller shall deposit an executed and duly notarized copy of an instrument
conveying title to the ROW to Purchaser, suitable for recordation in the
Official Records of Riverside County, with Escrow Holder within five (5)
business days after opening of Escrow.
(c) Purchaser shall deposit the full amount of the Purchase Price or the
Adjusted Purchase Price in good funds with Escrow Holder within five (5)
business days after opening of Escrow.
(d) Escrow Holder shall cause to be issued and delivered to Purchaser, as of
Escrow's closing date and at Seller's expense, a CLTA standard coverage
policy of title insurance or, upon Purchaser's request and at Purchaser's
expense for the excess cost therefore an ALTA standard or extended
coverage policy of title insurance (a "Title Policy"), issued by Lawyers
Title, with liability in the amount of the Purchase Price, covering the RoW,
and showing title thereto vested in Purchaser free of encumbrances and
exceptions apart from:
A. The standard printed exceptions and exclusions contained in
the CLTA or ALTA form policy;
B. Utility and/or other easements or rights of third parties as to
which Seller has no control or capacity to eliminate; and
C. Any exceptions created or consented to by Seller, including
without limitation, any exceptions arising by reason of Seller's
possession, through the close of Escrow, of the ROW.
(e) The Escrow's closing date (the "Closing Date") shall be as soon as
practicable, and in no event after September 28, 2017 (the "Outside
Closing Date"). Escrow Holder may utilize all or part of this Agreement as
escrow instructions.
8. "AS IS" TRANSACTION, INDEMNITY
SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES
REGARDING THE DEVELOPMENT POTENTIAL OF THE RIGHT OF WAY SOLD
PURSUANT TO THIS AGREEMENT, OR ITS SUITABILITY FOR ANY PARTICULAR
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
7 at Olivera,LLC
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USE OR PURPOSE, OR WITH RESPECT TO ENVIRONMENTAL, HAZARDOUS
WASTE OR OTHER LAWS OR ORDINANCES, OR REGARDING THE PHYSICAL
CONDITION OF THE RIGHT OF WAY, INCLUDING SOILS AND GEOLOGY, OR
REGARDING ANY LICENSES OR PERMITS THAT PURCHASER MAY NEED TO
OBTAIN IN ORDER TO OWN, LEASE OR USE THE RIGHT OF WAY IN
ACCORDANCE WITH ITS EXISTING OR ANY CONTEMPLATED USES, OR
REGARDING ANY OTHER MATTER OR THING WHATSOEVER.
PURCHASER IS ACQUIRING THE RIGHT OF WAY "AS IS," IN ITS PRESENT
STATE AND PHYSICAL CONDITION.
DS
Seller's Initials �W Purchaser's Initials: )
Purchaser agrees, from and after close of Escrow, to defend, indemnify, protect and
hold harmless the Seller and its officers, beneficiaries, employees, agents, attorneys,
representatives, legal successors and assigns ("Indemnitees") from, regarding and
against any and all liabilities, obligations, orders, decrees, judgments, liens, demands,
actions, claims, losses, damages, fines, penalties, expenses, or costs of any kind or
nature whatsoever, together with fees (including, without limitation, reasonable
attorneys' fees and experts' and consultants' fees), whenever arising, unless caused in
whole or in part by any of the Indemnitees, resulting from or in connection with the
actual or claimed condition of the ROW sold by Seller to Purchaser hereunder.
Purchaser's defense, indemnification, protection and hold harmless obligations herein
shall include, without limitation, the duty to respond to any governmental inquiry,
investigation, claim or demand regarding the actual or claimed condition of the ROW, at
Purchaser's sole cost.
9. COUNTERPARTS
This Agreement may be executed in counterparts, each of which so executed
shall, irrespective of the date of its execution and delivery, be deemed an original, and
all such counterparts together shall constitute one and the same instrument.
10. AMENDMENT
This Agreement may be amended only by a written instrument executed by the Party or
Parties to be bound thereby.
11. ATTORNEYS' FEES
In the event any legal action is brought to enforce the terms of this Agreement or
to recover damages for its breach, the prevailing party shall be entitled to reasonable
attorneys' fees therein as well as attorneys' fees incurred in enforcing any judgment
pertaining to such an action.
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12. DEFAULTS, REMEDIES AND TERMINATION
(a) Subject to the extensions of time set forth herein, failure or delay by either
Party to perform any term or provision of this Agreement constitutes a
default under this Agreement. The Party who so fails or delays must
immediately commence to cure, correct or remedy such failure or delay
and shall complete such cure, correction or remedy with reasonable
diligence, and during any period of curing shall not be in default.
(b) The injured party shall give written notice of default to the party in default
specifying the default complained of by the injured party. Except as
required to protect against further damages, the injured party may not
institute proceedings against the party in default until ten (10) days after
giving such notice. Failure or delay in giving such notice shall not
constitute a waiver of any default nor shall it change the time of default.
(c) A default in the performance of this Agreement shall serve to toll the
passage of time with respect to the Outside Closing Date.
(d) Except as otherwise expressly provided in this Agreement, any failure or
delay by either party in asserting any of its rights or remedies as to any
default shall not operate as a waiver of any default or of any such rights or
remedies or deprive such party of its right to institute and maintain any
actions or proceedings that it may deem necessary to protect, assert or
enforce any such rights or remedies.
13. NOTICES
Any and all notices required or permitted to be given hereunder shall be in writing
and shall be personally delivered, sent by electronic mail, facsimile, recognized
overnight delivery service or mailed by certified or registered mail, return receipt
requested, postage prepaid, to the Parties at the addresses indicated below:
SELLER/CITY: PURCHASER:
City of Palm Springs 7 In Olivera LLC
3200 E. Tahquitz Canyon Way 412 N Oakhurst Dr., Apt#204
P.O. Box 2743 Beverly Hills CA 90210
Palm Springs, CA 92263-2743 Telephone:
Telephone: (760) 323-8245 Facsimile:
Facsimile: (760) 322-8360 Email: erik.1<990)gmail.com
Email: flinn.fagg(aD-palmspringsca.gov Attention: Eric Ketayi
Attention: Flinn Fagg,
Director of Planning Services
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
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Any Party may change its address by a notice given to the other party in the manner set
forth above. Any notice given personally shall be deemed to have been given upon
service, notices sent by overnight service shall be deemed received on the next
business day and any notice given by certified or registered mail shall be deemed to
have been given on the third (3`d) business day after such notice is mailed.
14. NON-ASSIGNABLE AGREEMENT
This Agreement may not be assigned by either Party to any third party.
15. ENTIRE AGREEMENT, INTERPRETATION, AND MODIFICATION
This Agreement reflects, contains, includes and supersedes any and all
understandings, agreements, representations, inducements or promises between the
Parties, oral or written, if any. Neither of the Parties relies upon any warranty, promise,
representation, or agreement not contained in writing herein. No provision of this
Agreement shall be interpreted for or against either of the Parties because its legal
representative drafted such provision. This Agreement shall be construed as if jointly
prepared by both Parties. Any modification of this Agreement must be in writing duly
signed by both of the Parties. No waiver of any term or condition of this Agreement
shall be a continuing waiver thereof.
16. SEVERABILITY
If in the context of litigation, any provision of this Agreement is determined to be
unenforceable in whole or in part for any reason, any remainder of such a provision and
of the entire Agreement will be severable, and remain in full force and effect.
17. HEADINGS
All section headings contained in this Agreement are for convenience or
reference only, do not form a part of this Agreement and shall not affect in any way the
meaning or interpretation of this Agreement.
18. JURISDICTION AND VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State
of California. In the event of any legal action to enforce or interpret this Agreement, the
Parties agree that the venue shall be the Superior Court of California, County of
Riverside, Indio Larson Justice Center.
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19. EXECUTION OF AGREEMENT, EFFECTIVE DATE
The Parties agree and acknowledge that they have executed this Agreement
freely, voluntarily and upon the advice of counsel to the extent that any was desired.
This Agreement shall be fully effective and binding upon the Parties as of the date and
year first written above.
20. TIME OF THE ESSENCE
Time is of the essence of this Agreement and each of the Parties shall promptly
execute all documents necessary to effectuate the intent herein and shall perform in
strict accordance with each of the hereinabove provisions.
21. INDEPENDENT LEGAL COUNSEL.
Each undersigned Party acknowledges that it has been represented by
independent legal counsel of its own choice throughout all of the negotiations that
preceded the execution of this Agreement or has knowingly and voluntarily declined to
consult legal counsel; furthermore, each Party has executed this Agreement with the
consent and on the advice of such independent legal counsel or knowingly and
intelligently waived such consent and advice.
22. PARTIES DULY AUTHORIZED.
Each of the Parties represents and warrants that it is duly authorized to enter into
the transaction underlying this Agreement.
23. INDEPENDENT INVESTIGATION.
Each Party to this Agreement has made an independent investigation of the facts
pertaining to the provisions contained in this Agreement and all of the matters pertaining
thereto as deemed necessary.
SIGNATURES FOLLOW
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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year
first written above.
SELLER/CITY: PURCHASER:
CITY OF PALM SPRINGS, 7 IN OLIVERA LLC,
a California charter city a California limited liability company
and municipal corporation
DmuSigned by:
David H. Ready Eric Ketayl, '0"°'6""CC"°6-
City Manager Managing Member
APPROVED A TO FORM: APPROVED AS TO FORM:
DawSignetl hy:
l�taiwt,t,tn. :Flaun.lnt,q
Edward Kotkin, Maureen finery, sq.,
City Attorney Attorney for 7 in Olivera LLC
ATTEST:
APPROVED BY C Y COUNCIL
ICI p'1Gb'1
Kathleen D. Hart,
Interim City Clerk, MMC
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
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Exhibit A
(Legal Description of the "Right of Way")
PARCEL `A"-
BEING A PORTION OF THE PARCEL DESCRIBED IN RESOLUTION NO. 2520 OF THE
CITY COUNCIL OF THE CITY OF PALM SPRINGS RECORDED APRIL 18, 1949 IN
BOOK 1069,PAGE 5 OF OFFICAL RECORDS OF THE COUNTY OF RIVERSIDE,STATE
OF CALIFORNIA,LOCATED IN SECTION 3,TOWNSHIP 4 SOUTH, RANGE 4 EAST,
SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTERLINE INTERSECTION OF INDIAN CANYON DRIVE
(30 FEET IN HALF WIDTH)AND VIA OLIVERA(30 FEET IN HALF WIDTH)AS
SHOWN BY RECORD OF SURVEY ON FILE IN BOOK 146,PAGE 85,OF RECORDS OF
SURVEYS,OFFICIAL RECORDS OF SAID COUNTY;
THENCE SOUTH 890 55' 42"WEST,A DISTANCE OF 429.06 FEET ALONG SAID
CENTERLINE OF VIA OLIVERA TO THE EASTERLY LINE OF SAID PARCEL,ALSO
BEING THE WESTERLY LINE OF THE WHITEWATER MUTUAL WATER COMPANY'S
RIGHT-OF-WAY;
THENCE NORTH 12014'W'WEST,A DISTANCE OF 21.05 FEET ALONG THE
EASTERLY LINE OF SAID PARCEL;
THENCE NORTH 15006'00"WEST,A DISTANCE OF 9.76 FEET ALONG THE EASTERLY
LINE OF SAID PARCEL TO THE EAST PROLONGATION OF THE NORTH LINE OF
SAID VIA OLIVERA,SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE NORTH 15006'00"WEST,A DISTANCE OF 212.59 FEET CONTINUING ALONG
THE EASTERLY LINE OF SAID PARCEL TO THE EAST PROLONGATION OF THE
NORTH LINE OF PARCEL 2 AS DESCRIBED IN DOCUMENT NUMBER 2015-0257244,
RECORDED JUNE I7,2015,OFFICIAL RECORDS OF SAID COUNTY;
THENCE NORTH 89037'00"WEST,A DISTANCE OF 31.13 FEET ALONG SAID EAST
PROLONGATION OF PARCEL 2 TO TIIE WESTERLY LINE OF SAID PARCEL
DESCRIBED IN SAID RESOLUTION NO.2520;
THENCE SOUTH I5006'00"EAST,A DISTANCE OF 212.85 FEET ALONG THE
WESTERLY LINE OF SAID PARCEL TO THE NORTH LINE OF SAID VIA OLIVERA;
T14ENCE NORTH 89055'42"EAST,A DISTANCE OF 31.06 FEET ALONG THE EAST
PROLONGATION OF SAID NORTH LINE OF VIA OLIVERA TO THE TRUE POINT OF
BEGINNING.
EXHIBIT A
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
7 at Olivera, LLC
DocuSign Envelope ID:D3A8D146-13BE-4998-9DFD-834195CC1340
Exhibit A
(Legal Description of the "Right of Way")
PARCEL"A"(CONT.I-
SUBJECT TO ANY EASEMENTS,IF ANY.
SAID PARCEL CONTAINS 6,392 S.F.(0.15 ACRES),MORE OR LESS,
AS SHOWN ON EXHIBIT"B"ATTACHED HERETO AND BY REFERENCE MADE A
PART HEREIN.
THIS LEGAL DESCRIPTION HAS BEEN PREPARED BY ME OR UNDER MY
DIRECTION IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S
ACT.
96.
AOBERT C.OLLERTON,P.L.S.7731 DATE
4 RMNAT $
� No.7731
a
7 OP cAL1F `
EXHIBIT A
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
7 at Olivera,LLC
DocuSign Envelope ID:D3A8D146-13BE-4998-9DFD-834195CC1340
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EXHIBIT B
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
7 at Olivera,LLC
DocuSign Envelope ID:D3A8D146-13BE-4998-9DFD-834195CC1340
Exhibit C
(Tentative Condominium Tract Map No. 37041)
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