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HomeMy WebLinkAboutA6873 - AENEAS VALLEY RANCH LLC - ACQUISITION 2016-0360778 08/23/2016 11:32 AM Fee: $ 0.00 Page 1 of 5 RECORDING REQUESTED BY Recorded in Official Records County of Riverside City of Palm Springs Peter Aldana Assessor-County �Clerk-Recorder WHEN RECORDED RETURN TO: 'III �,i��■ YIIi ��'rY 11►ti 'I III City Clerk R A Exam: CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Page DA PCOR Misc Long RFD ist Pg Adtl Pg Cert CC lY Palm Springs, CA 92262 jJ SIZE NCOR SM NCHG T: no C�'`�sCG SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording fees under Government Code§6103 GRANT DEED nC•`y� APN:635-060-011 I'\ This transfer is exempt from Documentary Transfer Tax pursuant to Revenue&Taxation Code§ 11922. THE UNDERSIGNED OWNER DECLARES: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Aeneas Valley Ranch, LLC, a Washington limited liability company, ("Grantor"), hereby GRANTS to: CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Grantee"), All rights, title, and interests to the real property in the County of Riverside, State of California, legally described on Exhibit 1 attached hereto, being incorporated herein by this reference. Grantor: Aeneas Valley Ranch, LLC, a Washington limited liability company By: Cascade Ranches, Inc., a Washington corporation Its: Managing Member Signature By: James. S. Platt, President Printed Name/Title ACKNOWLEDGEMENT 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 U'oshiny�pn ) ss. COUNTY OF IC` "S On y I'2,&1 2.01 L before me, l`{ictite) 5 h Notary Public, personally appeared J4toFs S Pl4tt , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity wpmibO If of which the person(s) acted, executed the instrument. •�`;t��.P SlF9•,�� �.` NG sggtioN .j. • I certify under PENALTY OF PERJURY under the laws aft tate that the foregoing paragraph is true and correct. WITNESS my h/an�d1 and official seal. ?.22.1s . Signature IFillogoO "LrZ��zol6 My Commission Expires: This area for official notarial seal Exhibit "1" to the Grant Deed LEGAL DESCRIPTION OF THE PROPERTY The land referred to herein is situated in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: The East One-Half (E'/2) of the East One-Half (E'/) of the Southeast One-Quarter (SE%) of Section 17, Township 6 South, Range 5 East, San Bernardino Base and Meridian, in the County of Riverside, State of California, according to the United States Government Survey. The real property described herein is also identified by APN 635-060-011. City of Palm Springs Office of the City Clerk 3200 E. Talaquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8204 • Fax: 160.322.8332 • TDD 760.864.9527 • www.palmspringsca.gov CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by GRANT DEED Real property in the City of Palm Springs, County of Riverside, State of California, as described: APN 635-060-011 dated: April 28, 2016 from, AENEAS VALLEY RANCH, LL a Washington limited liability company Grantor, to the City of Palm Springs, a municipal corporation and charter city, Grantee, is hereby accepted by the City Clerk of said City of Palm Springs, on this 2nd day of August, 2016, pursuant to authority granted by the City Council of said City, by Resolution No. 20255 made on the 16th day of January, 2002, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 2"d day of August, 2016. �?ALM Sn — e JAMES THOMPSON •.o,..,o,,,•P, City Clerk 4<rFoaN� APPROVED BY CITY COUNCIL -I •b•lb AG b$1� O�TY OF RI VC Recorder PETER ALDANA P.O.Box 751 COUNTY OF RIVERSIDE Riverside,CA 92502-0751 ASSESSOR-COUNTY CLERK-RECORDER (951)486.7000 o www.riversideacccom CERTIFICATION Pursuant to the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the following is a true copy of illegible wording found in the attached document: (Print or type the page number(s) and wording below): F �E S� ��E C� w �s� tti� -iro I I Date: — \ Signature: Print Name: l RJ��S Qj < �3� r' K�LL ACR 601(Rev.09/2005) Available in Alternate Formats REAL PROPERTY ACQUISITION AGREEMENT AENEAS VALLEY RANCH, LLC THIS AGREEMENT FOR REAL PROPERTY ACQUISITION, ("Agreement"), dated and entered into for solely for reference purposes as ofAViusb VD, 2016, by and between the CITY OF PALM SPRINGS, a California chart city and municipal corporation ("City") and AENEAS VALLEY RANCH, LLC, A WASHINGTON LIMITED LIABILITY CORPORATION, (collectively, "Owner"), with reference to the following facts: RECITALS A. Owner is the owner of certain real property designated as Assessor's Parcel No. 635-060-011, (the "Property"), located in the City of Palm Springs (the "City"), the County of Riverside (the "County"), State of California (the "State"). B. The Property comprises 40 acres of vacant land that was used historically for agricultural purposes, and may be contaminated with certain unknown hazardous or non-hazardous waste. C. City desires to acquire Owner's Property as part of a remediation project funded in part by the Coachella Valley Mountains Conservancy, as further explained in the City's letter dated June 26, 2015, included as Exhibit "A" to this Agreement, and to accept Owner's Property at such time as the City secures 100% of all costs for the remediation project from grant funding or third party resources. D. Owner has agreed to voluntarily waive its right to payment of the fair market value as compensation for the City's acquisition from Owner of the Property, and agrees to donate to City and City desires to accept from Owner the Property, 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 Owner, City and Owner (hereinafter collectively referred to as the "Parties", or individually as a "Party") hereby agree as follows: 1 AGREEMENT 1. CONVEYANCE OF PROPERTY. 1.1. Agreement to Donate. Subject to the terms and conditions set forth herein, Owner hereby agrees to convey to City, and City hereby agrees to acquire from Owner, the Property being more particularly described in the Grant Deed, (attached hereto as "Exhibit B"), which "Exhibit 1" attached thereto defines the Property to be acquired, and shall be made a part thereof. 1.2. Purchase Price. The purchase price ("Purchase Price") for the Property shall be Zero Dollars ($0). Owner hereby agrees to waive its rights to compensation for the City's acquisition of the Property from the Owner, in exchange for the City pursuing and obtaining funds for remediation of the Property pursuant to the City's letter attached as Exhibit "A". 2. ESCROW AND CLOSING. 2.1 . Opening of Escrow. Within fourteen (14) business days after execution of this Agreement by the City, City shall open an escrow (the "Escrow") with Liberty Escrow, 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 City and Owner 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 City and Owner. 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, City agrees to pay all of Owner's and City's usual fees, charges and costs incidental to the conveyance of the Property and Close of Escrow that may arise in this Escrow, including, but not limited to, any costs for the Standard Coverage Policy (defined below) or if elected, an CLTA Extended Coverage Owner's Policy. 2.3. Closinq Date; Conditions Precedent to Close of Escrow. Provided all of the conditions 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 at such date as Escrow Holder has acknowledged and confirmed that all such conditions have been satisfied, (the "Closing Date"). As used in this Agreement, the "Close of Escrow" shall mean the date a Grant Deed, as provided in Section 2.4.2(a) hereof, is recorded in the Official Records of the County. 2 2.3.1 Conditions of City for Close of Escrow. The Close of Escrow and Owner's obligation to convey the Property are subject to the satisfaction of the following conditions or City's written waiver of such conditions, on or before the Closing Date. City may waive in writing any or all of such conditions in its sole and absolute discretion. (a) Owner shall have performed all obligations to be performed by Owner pursuant to this Agreement; (b) No event or circumstance shall have occurred, which, in the sole opinion of City, would make any of Owner's representations, warranties and covenants set forth herein untrue as of the Close of Escrow, including, but not limited to, those warranties and representations of Owner set forth in Sections 3.4 and 4.1 of this Agreement; (c) There shall have occurred no material adverse change in the physical condition of the Property (such as those caused by natural disasters), which, in the sole opinion of City, would render the Property unsuitable for City's intended use; (d) The Title Company shall be committed to issue to City, as of the Closing Date, the Title Policy (defined below) covering the Property, subject only to the Permitted Exceptions; and (e) Owner shall have caused any lien or charge of any deed of trust that encumbers the Property to be subordinated to the rights of City under the terms of the Grant Deed. (f) City has obtained 100% of the funding necessary to perform remediation and cleanup of the Property, either from grant funding through the Coachella Valley Mountains Conservancy or such other grant award agencies, or through committed agreements with third party agencies to perform such remediation (including the California Department of Resources, Recycling and Recovery to request that the state accept and participate in the cleanup and remediation of the property through their Solid Waste Disposal and Codisposal Site Cleanup Program). As of the date this Agreement is executed, the City has obtained funding to perform preliminary assessment and environmental review for actions necessary to perform remediation and cleanup of the Property; at the completion of this work, City will identify the full cost of the remediation and cleanup of the Property and request additional funding from the Coachella Valley Mountains Conservancy. 2.3.2 Conditions of Owner for Close of Escrow. The Close of Escrow and Owner's obligation to sell and convey the Property are subject to the satisfaction of the following conditions or Owner's written waiver of such conditions on or before the Closing Date. Owner 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) City shall have performed all obligations to be performed by City pursuant to this Agreement; and 3 (b) No event or circumstance shall have occurred which would make any of City's representations, warranties, and covenants set forth herein untrue as of the Close of Escrow including, but not limited to, those warranties and representations of City set forth in Section 4.2 of this Agreement. 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 Funds and Documents. The parties shall deposit the following with Escrow Holder prior to the Close of Escrow: 2.4.1 City's Deposits. City shall deposit: (a) City's escrow and other cash charges; and (b) A Certificate of Acceptance for the Grant Deed executed by the City Clerk of the City of Palm Springs (See, Exhibit B). 2.4.2 Owner's Deposits. Owner shall deposit: (a) The Grant Deed in the form of Exhibit B attached hereto, appropriately executed to convey the Property subject only to the Permitted Exceptions (defined below). 2.4.3 Deposits of Additional Instruments. Owner and City 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 conveyance of the Property in accordance with the terms of this Agreement. 2.5. Closing. 2.5.1 Necessary Actions of Escrow Holder. On the Close of Escrow, Escrow Holder shall in the following order: (i) record the Grant Deed and Certificate of Acceptance in the Office of the County Recorder of the County; (ii) pay any transfer taxes; (iii) instruct the County Recorder to return the Grant Deed to City; (iv) deliver to City the Title Policy covering the Property subject only to the Permitted Exceptions, if any. 2.5.2 Real Estate Taxes. Owner will be responsible for any reduction or may seek reimbursement from the Riverside County Tax Assessor's office for any property taxes that have been assessed for a period after the Close of Escrow. City further agrees to cooperate with Owner to provide any necessary information to the Assessor's office in connection with such request for refund. 4 2.6. Failure to Close; Termination. 2.6.1 Neither Party in Default. In the event that any condition set forth in Section 2.3 (and its subdivisions) is not satisfied or waived, in writing, and the Close of Escrow does not occur within the time required herein due to the failure of such condition or the Close of Escrow does not occur within the time frame required herein for any reason, with or without fault of Owner or City, this Agreement is terminated; Escrow Holder, with no further instructions from the parties hereto, shall return to the depositor thereof any funds, or other materials previously delivered to Escrow Holder, the Escrow shall be automatically terminated and of no force and effect; City shall pay any Escrow termination fees; and except as otherwise provided herein the parties will have no further obligation to one another. 3. ACTIONS PENDING CLOSING. 3.1. Title Review. 3.1.1 Title Report. Within five (5) business days after the Opening of Escrow, Stewart Title of California (the "Title Company") will furnish City 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. City 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 City's approval, conditional approval, or disapproval of the title exceptions and other matters disclosed in the Title Commitment. All title exceptions not timely approved by City will be deemed disapproved. All such exceptions and other matters disapproved by City are referred to herein as "Disapproved Exceptions". It shall be the sole responsibility of City to remove any Disapproved Exceptions. 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 City pursuant to this Section 3.1 . 3.2. Title Policy. City'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 City with liability equal to Two Hundred Thousand Dollars ($200,000), subject only to the Permitted Exceptions. The form of title policy shall be referred to herein as the "Title Policy". 3.3. Immediate Possession and Use. It is mutually understood and agreed by and between the parties hereto that the right of exclusive possession and use of the Property by the City, including the right to remove and dispose of improvements, shall commence upon the execution of this Agreement by Owner. 5 3.4. Owner's Covenant Not to Further Encumber the Property. Owner shall not, directly or indirectly, alienate, encumber, transfer, option, lease, assign, sell, transfer or convey its interest or any portion of its interest in the Property, or enter into any agreement to do so, prior to the close of escrow, and will immediately notify City if any of these actions are taken. Owner shall discharge and remove, prior to the Closing, any and all liens and other obligations relating to work performed on, conducted at, or materials delivered to the Property by Owner, or at Owner's direction or on its behalf, in order to preclude the filing of any claim or mechanic's lien with respect to such work or materials. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. 4.1. Owner's Representations, Warranties and Covenants. In addition to the representations, warranties, and covenants of Owner contained in other sections of this Agreement, Owner hereby represents, warrants and covenants to City as follows, all of which shall survive the Close of Escrow: 4.1.1 Owner's Authority. Owner 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 Owner, and upon delivery to and execution by City, shall be a valid and binding agreement of Owner. 4.1.2 Leases. There are no leases, rental agreements, or other such contracts of any kind or nature affecting possession or occupancy of the Property, and Owner shall not enter into any such contracts during the terms of this Agreement without the prior consent of City. 4.1.3 No Liens and Subordination. Owner warrants that at the time of the Close of Escrow, Owner shall have caused any lien and charge of any deed of trust that encumbers the Property to be subordinated to the rights of City under the terms of the Grant Deed. 4.1 .4 No Untrue Statements or Omissions of Fact. Each of the representations and warranties made by Owner 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 Owner contained in this Agreement, are conditions precedent to the Close of Escrow. Owner shall immediately notify City of any fact or circumstance which becomes known to Owner which would make any of the representations or warranties in this Agreement untrue. 4.2. City's Representations and Warranties. City represents and warrants to Owner as follows, all of which shall survive the Close of Escrow: 4.2.1 City's Authority. City has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions 6 contemplated by, this Agreement, and that this Agreement has been duly authorized and executed by City and, upon delivery to and execution by Owner, shall be a valid and binding Agreement of City. 4.2.2 No Untrue Statements or Omissions of Fact. Each of the representations and warranties made by City 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 City contained in this Agreement, are conditions precedent to the Close of Escrow. City shall notify Owner immediately of any facts or circumstances which are contrary to the representations and warranties contained in this Agreement. 4.3. Mutual Indemnity. Owner and City 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 and the City further agrees to indemnify and hold harmless Grantor from any liability arising out of City's operations under this Agreement and agrees to assume responsibility for any damages proximately caused by reason of City's operations under this Agreement and City will, at its option, either repair or pay for such damage. The Grantor shall be named as an additional insured under the Grantee or its contractor's liability insurance. 5. CONDEMNATION. Owner and City acknowledge that this transaction is a negotiated settlement in lieu of condemnation, and Owner 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 City of Palm Springs, wherein the herein described Property is included, in whole or in part, 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, Owner is served with a Summons and Complaint in Eminent Domain in which Owner is a named defendant, upon the Close of Escrow, Owner agrees and consents to City taking a default in the action. Moreover, the consideration set forth in this Agreement provides for the acquisition from Owner of the Property, and any rights which exist or may arise out of the acquisition of the Property for public purposes, including without limitation, Owner's interest in the land and any improvements 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 Owner which might arise out of or relate in any respect to the acquisition of the Property by the City. 6. BROKERS. Owner and City 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 conveyance of the Property and that no commissions or finder's fees are payable in connection with this transaction. City and Owner each agree to indemnify and hold harmless the other against any loss, liability, damage, cost, claim or 7 expense (including reasonable attorneys' 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. GENERAL PROVISIONS. 7.1. 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. 7.2. Further Assurances. Each of the parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be appropriate or necessary to effectuate the agreements of the parties, whether the same occurs before or after the Close of Escrow. 7.3. 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 in this Agreement whether or not actually attached. 7.4. 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. 7.5. 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. 7.6. 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. 7.7. 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 8 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. 7.8. Legal Advice and Construction. Each party has the option to obtain 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. There shall be no presumption in the interpretation of this Agreement that any ambiguity is to be resolved against any party hereto. ." 7.9. Relationship of Parties. The parties agree that their relationship is that of Owner and City, and that nothing contained herein shall constitute either party, the agent 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. 7.10. Assignment. Neither Owner nor City 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. 7.11. 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. Fed Ex), delivered by mail, sent by registered or certified mail, return receipt requested, or sent via telecopier, as follows: If to City, to: City Manager & City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Facsimile No.: (760) 323-8204 Telephone No.: (760) 323-8332 With a copy to: City Attorney c/o Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Facsimile No.: (714) 835-7787 Telephone No.: (714) 558-7000 9 If to Owner, to: James Platt Aeneas Valley Ranch, LLC 9520 NE 16th Street Clyde Hill, WA 98004 Telephone No.: (425) 785-3523 If to Escrow Holder, to: Kristy Cordell Liberty Escrow 200 N. Sunrise Way, Suite A Palm Springs, CA 92262 Facsimile No.: (760) 322-2157 Telephone No.: (760) 322-2050 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 business 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 business 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 if done so before 4:00 p.m., otherwise delivery shall be considered to be on the next business day. 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 for giving 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. 7.12. Survivability. All covenants of City or Owner 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 Grant Deed, and be binding upon and inure to the benefit of the respective Parties. 7.13. Acceptance of Donated Property for Tax Deduction Purposes: It is understood by the Parties that conveyance of the Property will be by donation, as a gift to the City, and that subject to City Council approval, the City will provide Owner written confirmation that the City, as a municipal corporation and Charter City, is accepting a donation of the Property with a value of at least $200,000 as stated in the most recent appraisal of the Property previously provided to the City. City makes no guarantee herein that the donation of the Property to the City will be tax deductible. [SIGNATURE PAGE FOLLOWS] 10 IN WITNESS WHEREOF, the parties have executed this Agreement, which shall only become effective as of the day and year the last of the parties set forth below signs this Agreement. CITY OWNER CITY OF PALM SPRINGS, a California Aeneas Valley Ranch, LLC, a Washington charter city and municipal corporation, limited liability corporation By: Cascade Ranches, Inc., a Washington corporation, its Managing member David H. y City Manager By: Attest: Signature By: James, S. Platt, President James Thompson Printed Name/Title City Clerk Approved form by: APPROVED ICY CITY COUNCIL ouglas C. Holland, Esq. City Attorney Exhibit List Exhibit A -- City's Letter dated June 26, 2015 Exhibit B -- Form of Grant Deed Exhibit C — Legal Description of the Property 11 ACCEPTANCE BY ESCROW HOLDER: Liberty Escrow hereby acknowledges that it has received a fully executed counterpart of the foregoing Real Property Acquisition Agreement and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder. Date: ("Opening of Escrow') Liberty Escrow By: Name: Its: Exhibit "A" CITY'S LETTER TO OWNER DATED JUNE 26, 201 City of Palm Springs Office of the City Manager 3200 East Tahquitz Canyon Way•palm Springs,California 92262 fro RN Tel:(760)322.8380• Fax:1760)323-8207•Web:www.palmspringsca.rw June 26, 2015 Via Registered Mail—Return Receipt Mr.James S. Platt, President Aenaes Valley Ranch, LLC 9520 NE 16th Street Clyde Hill,WA 98004-3427 RE: Remediation of Vacant Property;APN 635-060-011—Pinyon Pines, Palm Springs,CA Dear Mr. Platt, It is my understanding that Aenaes Valley Ranch,LLC, has maintained fee ownership of a 40 acre parcel of vacant land located within and near the southern limits of the City of Palm Springs, near the Pinyon Pines area. Records indicate this 40 acre parcel was excepted from the larger transfer of ownership of 600 acres in that Section 17 to the U.S. Bureau of Land Management by Deed recorded In 2002. The purpose of my letter to you today is to request your help and coordination on a grant request the City is preparing to submit to the Coachella Valley Mountains Conservancy, (the"Conservancy"),associated with remediation of your property located in the City of Palm Springs near the Pinyon Pines area. Your 40 acre property identified by Assessor's Parcel Number(APN) 635-060-011, Is currently a vacant parcel of land located on Dunn Road, an unimproved road that extends from State Route 74 in Pinyon Pines, through the Santa Rosa and San Jacinto National Monument in the south Palm Springs area to Cathedral City adjacent to Palm Springs. Historically, this property was used for agricultural purposes; pistachio and almond groves were previously planted, but over a decade ago as part of an effort to grow organic peppers on the property, mulch was imported and deposited on the site. However, it was later found that the mulch was contaminated with a variety of medical waste and other forms of debris. The City would like to take the initiative and apply for grant funds to remediate this property, which will require your support and approval. The Conservancy is the recipient of$10 Million from the state of California through a Proposition 1 initiative approved by the voters—the Water Quality, Supply, and Infrastructure Improvement Act of 2014. The Conservancy is soliciting proposals from public agencies and non-profit organizations for various eligible projects which benefit water quality,water supply, and watershed protection and restoration projects benefitting the Coachella Valley. How does remediating your property fit in?The property sits in an alluvial plain at the headwaters to the Palm Canyon Wash; surface runoff across the property may become contaminated and degrade water quality downstream, Into Palm Springs. Cleaning up your property will eliminate this possibility. James S.Platt June 26,2015 Page 2 Remediation of a property with an historic use as an illegal dump site, generally, is prohibitively expensive. We conservatively estimate that the costs to assess the contamination and identify a remediation plan, and to complete the remediation, is at least $250,000 and as high as $500,000; this cost likely exceeds the fair market value for the property. However, the City is prepared to submit a proposal to the Conservancy to obtain sufficient funding to complete this remediation, with an associated public educational component to promote the benefits of good environmental stewardship, and the importance of preventing disposal of hazardous waste on public lands which leads to water contamination and irreparable harm to wildlife habitats. The funding available from the Conservancy is restricted to public purposes, and not available for private benefit. Our grant proposal cannot be submitted on land the City does not own; thus, the purpose of this letter is to initiate discussions with you on the disposition of this property, and to understand your willingness to convey the property to the City to allow it to be held as public open space for the purposes of remediatiog and protecting it as a recreational and educational resource. Alternatively, If you are not interested in conveying the property to the City, the City requests an understanding of a time frame for your Initiation of the required remediation of the property. I would appreciate the benefit of a reply; time is of the essence in that the Conservancy is soon accepting proposals, and we stand ready to submit our proposal which benefits your property as well as water quality and wildlife habitat in that area. In order to convey the property to the City, I would request a letter of intent from you to donate the property to the City for the purposes as explained in this letter. If you have any questions, please feel free to contact me at(760) 322-8380, or by e-mail at Marcus.Fuller@palmspringsca.gov. Sincerely, / J,V(1Wq%4e' Marcus L. Fuller, MPA, PE, PLS Assistant City Manager/City Engineer EXHIBIT B 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 SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording fees under Government Code§6103 GRANT DEED APN:635-060-011 This transfer is exempt from Documentary Transfer Tax pursuant to Revenue&Taxation Code§ 11922. THE UNDERSIGNED OWNER DECLARES: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Aeneas Valley Ranch, LLC, a Washington limited liability company, ("Grantor"), hereby GRANTS to: CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Grantee"), All rights, title, and interests to the real property in the County of Riverside, State of California, legally described on Exhibit 1 attached hereto, being incorporated herein by this reference. Grantor: Aeneas Valley Ranch, LLC, a Washington limited liability company By: Cascade Ranches, Inc., a Washington corporation Its: Managing Member By: // v Signature By: James. S. Platt, President Printed Name/Title ACKNOWLEDGEMENT 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. 1 !Coho 6 STATE OF A ) COUNTY OF On before me, Notary Public, personally appeared Jaime S. ol4o , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity uP` p,behalf of which the person(s) acted, executed the instrument. � S o a F.. I certify under PENALTY OF PERJURY under the laws ofg4b of�alaifornia that the foregoing paragraph is true and correct. _ •o NOTARY � PUBLIC WITNESS my hand and official seal. gOF WASYN'' '% Signature My Commission Expires: z I Lz ��(7Ib This area for official notarial seal Exhibit"1" to the Grant Deed LEGAL DESCRIPTION OF THE PROPERTY The land referred to herein is situated in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: The East One-Half (E%2) of the East One-Half (E'/2) of the Southeast One-Quarter (SE%) of Section 17, Township 6 South, Range 5 East, San Bernardino Base and Meridian, in the County of Riverside, State of California, according to the United States Government Survey. The real property described herein is also identified by APN 635-060-011.