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CITY COUNCIL STAFF REPORT
DATE: October 4, 2017
CONSENT AGENDA
SUBJECT: APPROVAL OF A PURCHASE AND SALE AGREEMENT WITH GRAY 1
DEL MAR, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, FOR
PARCELS OF UNIMPROVED REAL PROPERTY WITHIN THE
BOUNDARY OF TENTATIVE TRACT MAP 37309 GENERALLY
LOCATED AT INTERSECTION OF ZANJERO ROAD AND ROCHELLE
ROAD
FROM: David H. Ready, City Manager
BY: Marcus Fuller, Assistant City Manager
Edward Kotkin, City Attorney
SUMMARY:
Gray 1 Del Mar, LLC, a California limited liability company (Developer) has submitted to
the City a revised commercial and residential development of the "Art Colony" project
located south of Racquet Club Road between N. Palm Canyon Dr. and N. Indian Canyon
Dr. (Tentative Tract 37309). The City owns in fee parcels of land originally intended for
use as public right-of-way for Zanjero Road and Rochelle Road, approximately 9,976
square feet in size. However, Zanjero Road and Rochelle Road are no longer planned to
extend through the area; and the Developer desires to acquire these parcels of land and
incorporate them within the Art Colony project. The City is willing to sell the property at a
fair market value which will be either the negotiated purchase price of $74,820 or an
amount based on purchase proposals the City is currently soliciting until October 19, 2017,
whichever amount is higher. The City is currently offering the property for sale to third
parties, while providing the Developer with a right of first refusal to essentially match any
offer to purchase that exceeds the negotiated purchase price.
Gray 1 Del Mar, LLC, is managed by Graymore Advisors, LLC, a Delaware limited liability
company, who manager is Keith J. Home.
RECOMMENDATION:
1. Approve Agreement No. , an Agreement for Purchase and Sale of Right of Way
with Gray 1 Del Mar, LLC, a California limited liability company, including a provision
for right of first refusal; and
Cf EM NO. 1-" `
City Council Staff Report
October 4, 2017 -- Page 2
Purchase and Sale Agreement
Gray 1 Del Mar, LLC
2. Authorize the City Manager to solicit proposals and otherwise administer the
provisions of the Purchase and Sale Agreement and execute all appropriate and
related documents.
BACKGROUND:
On May 16, 2007, the City Council approved Planned Development PD 329 (Case No.
5.1113) and Tentative Tract Map 34829 for a commercial / residential mixed -use
development consisting of 25 live -work units, 78 attached townhomes, 71 multi -family
residential units and 34,234 square feet of commercial space on approximately 15 acres
located on the south side of Racquet Club Road between N. Palm Canyon Drive and N.
Indian Canyon Drive. The project was known as the "Art Colony," and would redevelop
existing vacant lands shown in Figure 1, including portions of undeveloped public right-
of-way for Zanjero Road and Rochelle Road that were to be vacated and acquired by
the developer.
Figure 1
Due to the economic recession, the Art Colony was not developed, and the developer at
that time did not pursue acquisition from the City the public rights -of -way for Zanjero
Road and Rochelle Road (shaded in blue in Figure 1).
Recently, the current owner of the properties, Gray 1 Del Mar, LLC, (Developer), has
submitted to the City a revised commercial / residential mixed use project for the "Art
Colony", consisting of 84 residential units and approximately 4 acres of commercially
i
City Council Staff Report
October 4, 2017 -- Page 3
Purchase and Sale Agreement
Gray 1 Del Mar, LLC
zoned property. The Developer initially anticipated it would be entitled to use all of
Zanjero Road right-of-way as part of the Art Colony project, however, prior to
approaching the City with an offer to acquire the public right-of-way, the City had
received and accepted an offer from an adjacent property owner to acquire the
southerly portion of the Zanjero Road public right-of-way (shown in blue), as shown in
Figure 2. The remaining portion of Zanjero Road and Rochelle Road public rights -of -
way to be acquired by the Developer (shown in red) is identified in Figure 2.
Figure 2
On July 26, 2017, the City Council approved a separate Purchase and Sale Agreement
with 7 In Olivera, LLC, (Adjacent Developer), for acquisition of the southerly portion of
the Zanjero Road public right-of-way (shown in blue), subject to the City soliciting public
bids for the right-of-way with the Adjacent Developer having a "right of first refusal" to
pay $1 more than any bid received higher than the fair market value of the land.
The City Council agreed with a fair market value for these undeveloped parcels of right-
of-way on the basis of an appraisal completed in November 2016 by Desert Water
Agency of its adjacent strip of land for the purposes of selling it as surplus property.
DWA's appraisal determined a fair market value of $7.50 per square foot, and staff
recommended that given the immediate adjacency of this parcel to the City's parcel of
right-of-way, that DWA's appraisal may be used as the basis of establishing fair market
value for selling the City's parcel to the Adjacent Developer.
.I
City Council Staff Report
October 4, 2017 -- Page 4
Purchase and Sale Agreement
Gray 1 Del Mar, LLC
Using the fair market value of $7.50 per square foot, with a total area of 6,384 square
feet, a total value of $47,880 was recommended as the fair market value the southerly
portion of the Zanjero Road public right-of-way (shown in blue).
On September 14, 2017, the City received a bid from the Developer of the Art Colony in
the amount of $48,000 for the southerly portion of the Zanjero Road public right-of-way
(shown in blue). The Developer of the Art Colony desired to acquire all of Zanjero Road
to accommodate its currently proposed project, as shown in the close-up view in Figure
3. However, the Adjacent Developer exercised its right of first refusal pursuant to the
previously approved Purchase and Sale Agreement, and is completing the acquisition of
the southerly portion of the Zanjero Road public right-of-way for $48,001.
Therefore, staff recommends the City Council consider approval of a Purchase and Sale
Agreement with the Developer of the Art Colony project, for the northerly portion of the
Zanjero Road and Rochelle Road public right-of-way (shown in red), with a right of first
refusal option.
Figure 3
4
City Council Staff Report
October 4, 2017 -- Page 5
Purchase and Sale Agreement
Gray 1 Del Mar, LLC
Using the fair market value of $7.50 per square foot, with a total area of 9,976 square
feet, a total value of $74,820 is recommended as the fair market value, subject to the
concurrent listing of the parcel for sale. The Developer of the Art Colony has agreed to
purchase this strip of land from the City at the fair market price of $74,820 as reflected
in the attached Purchase and Sale Agreement, included as Attachment 1.
The City proposes to sell the property to the Developer at the negotiated price;
however, the sale is subject to a right of the City to offer the strip of land for sale subject
to the City's established policy and procedure of listing real property for sale. The City
is currently soliciting purchase proposals from third parties until October 19, 2017. In
the event the City receives one or more proposals that exceed the negotiated amount,
the Developer will be provided a "right of first refusal" to purchase the property at the
higher amount plus $1.00.
It should also be noted that the Developer of the Art Colony project has advised City
staff that it has revised their development plan to eliminate any encroachment into the
southerly portion of the Zanjero Road public right-of-way (shown in blue) as shown in
Figure 3 on the prior page, thereby eliminating any conflict with development of the
parcels owned by the Adjacent Developer. However, to ensure there is no potential
claim made by the Developer of the Art Colony project against the City regarding its
prior action to approve the Purchase and Sale Agreement to the Adjacent Developer for
the southerly portion of the Zanjero Road public right-of-way, the City Attorney is
requiring the Developer of the Art Colony to execute a release as a condition of entering
into this Purchase and Sale Agreement.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:
This purchase and sale of land is not a "project" for purposes of the California
Environmental Quality Act (CEQA), as that term is defined by CEQA guidelines
(Guidelines) section 15378. This action is organizational or administrative activity by the
City of Palm Springs in furtherance of its police power, and will not result in a direct or
indirect physical change in the environment, per section 15378(b)(5) of the Guidelines.
The environmental assessment to be performed with respect to the forthcoming
application for development entitlement related to the Condominium Tract Map 37401
will be the analysis for any future project. Staff anticipates that the project itself, when
considered, will be determined exempt.
FISCAL ANALYSIS
The proposed agreement provides that the property will be sold at the fair market price
of $74,820 or an amount equal (plus $1.00) of any purchase proposal. This process
ensures that the City will be receiving a fair price for such property, in accordance with
the November 2016 appraisal by DWA for its adjacent undeveloped water line right-of-
way.
�J
City Council Staff Report
October 4, 2017 -- Page 6
Purchase and Sale Agreement
Gray 1 Del Mar, LLC
SUBMITTED:
Marcus L. Fuller, MPA, P.E., P.L.S
Assistant City Manager
David H. Ready, Esq., Ph
City Manager
Attachments:
1. Purchase and Sale Agreement
Edward Z. Kotkin
City Attorney
109
Attachment 1
7
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 on this day of July, 2017, by and
between the CITY OF PALM SPRINGS, a California charter city and municipal
corporation ("Seller"), and GRAY 1 DEL MAR, 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
nine thousand nine hundred and seventy-six (9,976) square feet of right of way,
currently owned by the City of Palm Springs ("RoW"). Exhibit A, attached hereto
and incorporated by this reference herein, reflects the legal description of the ROW
as known by the Parties. Exhibit B, attached hereto and incorporated by this
reference herein, reflects the The ROW is surrounded by adjacent parcels owned
and planned for future development by Purchaser, in the City of Palm Springs,
County of Riverside, State of California, (the "Site").
B. The Site consists of the twenty-five (25) Purchaser -owned parcels, approximately
13.75 acres in size in the aggregate, identified as assessor's parcels number 504-
250-003, -004, -016, -017, -018, -019, -020, -021, -022; 504-260-001, -002, -003,
-006, -007, -008, -009, -011, -012, -015, -016, -020, -028 -032, -033, -034, and
generally located on the south side of Racquet Club Road extending between N.
Palm Canyon Drive and N. Indian Canyon Drive.
C. The Site is incorporated in Purchaser's proposed commercial/residential
development called the "Art Colony," identified as Case No. 5.1417 — Planned
Development (PD 388) and Tentative Tract Map 37309, (the "Map"). Exhibit C,
attached hereto and incorporated by this reference herein, reflects the Site in the
context of the Map. Purchaser requires acquisition of the RoW from Seller to
accommodate the Map.
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 attached hereto without modification. Purchaser desires to
incorporate the ROW into the Site to fully develop the Map as proposed.
E. Seller has determined that the Site's development, if it proceeds pursuant to this
Agreement, will advance the best interests of Seller in accord with the public
purposes and provisions of applicable federal, state, and local laws and
requirements.
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
Page 1 of 10
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, City 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.
H. Purchaser understands that pursuant to a separate Agreement for Purchase and
Sale of Right of Way with 7 In Olivera, LLC, a California limited liability company,
("Adjacent Purchaser"), the City has agreed to sell to Adjacent Purchaser that
certain six thousand three hundred and eighty-four (6,384) square feet of right of
way, currently owned by the City of Palm Springs ("Adjacent ROW"). Exhibit D,
attached hereto and incorporated by this reference herein, reflects the legal
description of the Adjacent ROW as known by the Parties, located on the eastern
boundary of a site owned and planned for future development by Adjacent
Purchaser, proposed as Tentative Condominium Tract Map No. 37041.
Purchaser previously intended to acquire the Adjacent ROW from Seller to
accommodate the Map, however, prior to submitting an offer to Seller to purchase
the Adjacent RoW, Seller had received such an offer from Adjacent Purchaser, and
accordingly, Seller entered into a separate Agreement for Purchase and Sale of
Right of Way with Adjacent Purchaser that incorporated a "right of first refusal" with
respect to any offer to purchase the Adjacent RoW received by Seller during Seller's
marketing of the Adjacent ROW.
J. On September 14, 2017, Seller closed the marketing period of the Adjacent ROW,
and Purchaser submitted an offer to purchase the Adjacent ROW to Seller in the
amount of Forty -Eight Thousand Dollars ($48,000). In accordance with Seller's
agreement with Adjacent Purchaser, Adjacent Purchaser exercised its right of first
refusal, and Purchaser's offer to purchase the Adjacent ROW was not accepted by
Seller. Purchaser identified its inability to acquire the Adjacent ROW as a potential
claim against Seller ("Dispute").
K. On September 26, 2017, Purchaser advised Seller that Purchaser has identified
certain revisions to the Map that avoid any conflict with its development plan caused
by Adjacent Purchaser's acquisition of the Adjacent ROW, which Purchaser had
intended to acquire to accommodate the full development of its Map.
L. Prior to consummating the purchase and sale contemplated by this Agreement, the
Parties understand and agree that Purchaser will release Seller from all claims,
known or unknown, that have arisen or may arise from the Dispute, and Purchaser
hereby expressly releases Seller from all claims and demands, known and unknown,
arising out of the Dispute. Purchaser understands that, as to claims that are known
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC 9
Page 2 of 10
to Purchaser when the release is signed, any statutory provisions that would
otherwise apply to limit this general release are hereby waived. Purchaser also
understands that this release extends to claims arising out of the Dispute that are
not known at the time this Agreement is signed. The release additionally applies to
Purchaser's heirs, legal representatives, and successors and is binding on such
heirs, legal representatives, and successors. Further, Purchaser has not assigned to
another party any claim arising under or out of the Dispute.
NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:
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 al definitions, Seller agrees to sell the ROW to Purchaser, and Purchaser
agrees to purchaser 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 City is located at 3200 E. Tahquitz Canyon Way, P.O. Box 2743, Palm Springs, CA
92263-2743.
3. PURCHASING ENTITY
Gray 1 Del Mar, LLC, a California limited liability ("Purchaser") seeks to acquire
title to the ROW hereunder. The principal office of the Purchaser is located at 550 West
C Street, Suite 1470, San Diego, CA 92101. 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,
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 by Purchaser to Seller in cash
through the escrow facilitating the transaction underlying this Agreement ("Escrow"),
shall be the lump sum of Seventv Four Thousand Eiqht Hundred Twentv Dollars
and No Cents ($74.820.00) (the "Purchase Price"). In the event that Purchaser
exercises its right of first refusal hereunder, the adjusted purchaser price of the right of
way shall be as specified below.
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC i Q
Page 3 of 10
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 City.
6. MARKETING OF SITE PRIOR TO ESCROW, RIGHT OF FIRST REFUSAL
(a) City is currently listing the ROW for sale with a bid date of October 5, 2017,
in accord with City's established policy and procedure of listing real
property for sale. The listing price of the ROW as of the date of execution
of this Agreement is the Purchase Price. Seller agrees to extend the bid
date to October 19, 2017, to allow Seller to revise its bid documents to
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 any offer to purchase the ROW
received from any Third Party Purchaser during the duration of the City's
listing of the ROW within two (2) business days of receipt of the same.
Purchaser shall have two (2) business days after receipt of any notice of
an offer to purchase by a Third Party Purchaser to exercise its ROFR with
respect to that offer. 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 unless there is an additional offer to purchase the
ROW by another Third Party Purchaser during the duration of City's listing,
in which case the requirements for notice per this Section 6 shall continue
to apply.
(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 Purchasr for the Adjusted Purchase Price subsequent to
any exercise of Purchaser's ROFR.
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC 4 1
Page 4 of 10 1
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) City 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 City has no control or capacity to eliminate; and
C. Any exceptions created or consented to by City, including
without limitation, any exceptions arising by reason of City'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.
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC A
Page 5 of 10
8. "AS IS" TRANSACTION, INDEMNITY
CITY 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 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.
City's Initials: ( ) Purchaser's Initials: (
Purchaser agrees, from and after close of Escrow, to defend, indemnify, protect and
hold harmless the City 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.
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY J. 3
Gray 1 Del Mar, LLC
Page 6 of 10
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.
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:
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC 1-4
Page 7 of 10
SELLERICITY:
City of Palm Springs
3200 E. Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, CA 92263-2743
Telephone: (760) 323-8245
Facsimile: (760) 322-8360
Email: flinn.faggCcD.Palmspringsca.qov
Attention: Jay Virata, Director
Community & Economic Development
PURCHASER:
Gray1 Del Mar, LLC
550 West C St., Suite 1470
San Diego, CA 92101
Telephone: (619) 544-9100
Facsimile: (619) 544-0646
Email: bhamlin(c)avresadvisors.com
Attention: William Hamlin
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 (3rd) 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.
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
Page 8 of 10 j 5
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.
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
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC t
Page 9 of 10 Ir.
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and
year first written above.
SELLER/CITY:
CITY OF PALM SPRINGS,
a California charter city
and municipal corporation
David H. Ready
City Manager
APPROVED AS TO FORM:
Edward Kotkin,
City Attorney
ATTEST:
Kathleen D. Hart,
Interim City Clerk, MMC
PURCHASER:
GRAY 1 DEL MAR LLC,
a California limited liability company
By, Graymore Advisors, LLC, a
Delaware limited liability company, its
Member
Keith J. Home, Manager
APPROVED AS TO FORM:
David Baron, Esq.,
Attorney for Gray 1 Del Mar LLC
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
Page 10 of 10
17
EXHIBIT "A"
APPROVED LEGAL DESCRIPTION
CITY OF PALM SPRINGS SALE PARCEL
PARCEL "B":
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 FILL: 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 12014'00" WEST, A DISTANCE OF 21.05 FEET ALONG THE
EASTERLY LINE OF SAID PARCEL;
THENCE NORTH 15006'00" WEST, A DISTANCE OF 222.35 FEET ALONG THE
EASTERLY LINE OF SAID PARCEL TO THE EAST PROLONGATION OF PARCEL 2 AS
DESCRIBED IN DOCUMENT NO. 2015-0257244, RECORDED JUNE 17, 2015, OFFICIAL
RECORDS OF SAID COUNTY, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE NORTH 15006'00" WEST, A DISTANCE OF 44.46 FEET CONTINUING ALONG
THE EASTERLY LINE OF SAID PARCEL;
THENCE NORTH 18032'00" WEST, A DISTANCE OF 87.93 FEET ALONG THE
EASTFRLY LINE. OF SAID PARCEL TO THE MOST NORTHEASTERLY CORNER
THEREOF;
THENCE NORTH $9038100" WEST, A DISTANCE OF 143.28 FEET ALONG THE NORTII
LINE OF SAID PARCEL TO MOST NOR'I'IiWESTEERLY CORNER THEREOF;
THENCE SOUTH 00011'00" WEST, A DISTANCE OF 50 FEET ALONG THE WIESTI:RLY
LINE: OF SAID PARCEL;
THENCE SOUTHH 99038'00" EAST, A DISTANCE OF 128,53 FEET ALONG 77IE
WESTERLY LINE OF SAID PARCEL;
EXHIBIT B
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
4�
Exhibit A
(Legal Description of the "Right of Way")
(Continued)
THENCE SOUTH 18032'00" EAST, A DISTANCE OF 44.45 FEET ALONG THE
WESTERLY LINE OF OF SAID PARCEL;
THENCE SOUTH 15006'00" EAST, A DISTANCE OF 35.25 FEET ALONG THE
WESTERLY LINE OF OF SAID PARCEL TO THE NORTHEAST CORNER OF SAID
PARCEL 2 DESCRIBED IN SAID DOCUMENT NO. 2015-0257244.
THENCE SOUTH 89037'00" FAST, A DISTANCE OF 31.13 FEET ALONG THE
EASTERLY PROLONGATION OF THE NORTH IANE OF SAID PARCEL 2 TO THE TRUE
POINT OF BEGINNING.
SUBJECT TO ANY EASEMENTS, IF ANY.
SAID PARCEL CONTAINS 9,976 S.F. (0'23 ACRES), MORE OR LESS.
AS SI IOWN ON EXI IIBIT "B" A"rTACHED 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.
LAND
,l(,��� / 4 r:oWrtr c. o
ROBERT C. OLLERTON, P.L.S. 7731 DATE * °LLEXTO N
No, 77at
Nv
T OP CA11F�Q2`
EXHIBIT B
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
LAVO,
S`pt%At
c
a ROBERi C,
aLERTQN
y
�
No.7731
•
NB9'38'00'W - 143.28'
PARCEL To
EXHIBIT "B"
%Racquet Club Road
N9738'0010 N 128.53' v
I
la
I �
_ _Na9'37'00"W N 152.07'
RS 146/85 ------
PARCEL 2
I a
L DOCK 2015-0251244 O.R.
N
L11 J NB9'37'00V N 159.43'
I
g I PARCEL 1
I M DOCI 2015-0251244 O.R.
I T
� 189.19'
I
(`— 208.19'
VIA OLIVERA
N8555'421 N 246.35'
-go
3
Q PARCEL DISC. IN
RESOLUTION NO. 2520 OF
THE CITY CMIL OF PALM
SPRICS, REC. 4/18/1949
BK.1069, PG.5, O.R.
STERN LINE
WHITEWATER
MUA1Al. CO. R/W
L5
RS 146/85
T.P.O.B.
PARCEL "B°
1.P.O,B_ PARCEL "A'
Via
VICINITY
NORTH
MAP
LINE TABLE
110.
BEAK
11IST. (TT.)
Ill
NBT55421
429.06
IL2
N1714'00'W
21.05
IL3
N15'06'001
9.76
R
055421
31.06
L5
N8737'00'W
31.13
I L6
NI F06'OOV
44.46
IL7
SOY I1'DO'W
50.00
I L8
S1932'007
44.45
L9
S15'06'001
35.25
Ll
NOV11001
68.33
I LI
NB9'55'421
19.00
L1
NOVI1'00'E
28.14
ALL DATA SHOWN HEREON IS
RECORD PER RS 146/85
P.O.0 W
PARCELS A & B
Ll z
naM M (0 g4
CITY OF PALM SPRINGS ENGINEERING SERVICES C 7731
The acquisition intended by this Agreement includes only that fw�. K P5
portion identified as "Parcel B", and excludes the portion shaded in wry FOP m" 1'=10' OS0""R 17-03
red. wnra RCO 5/16/17 2w0 1 OF 1
EXHIBIT B
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
C. U
T•7ABULA TION-PA t
t RETAIUCOMMERCI
Exhibit C
ART COLONY / PALM SPRINGS, CA
PDD SITE PLAN
TABULATION-PA2-
RESIDENTNLL
S
W' ' � I
May 02. 20,E
•\ I f'YLr•.x �IN.4 vwn..y�('�� I4M.GY��
J 1fMMIM
EXHIBIT C
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
04� got►Al t"
T
C AOBERt C. 4G
041.Ew(w y
7731 1
r
�FCAI►F�
1 tSTMDOV N 143.28'
J
NB9'38'OOV N 128.53'
I �
N89'37'00"IN N 152.07' _ _
RS 146/85 — — — — — —
0
PARCEL 2
DOCI 2015-0257244 O.R.
L
�
111 J N89'37'00'W N 159.43'
I
8 I PARCEL 1
•=a DOCI 2015-0257244 O.R.
Flo
Exhibit D
3
® PARCEL DESC. IN
RESOLM NO, 2520 OF
THE COY COUNCIL OF PALM
SPWS, REC. 4/18/1949
BK.1069, PG.5, O.R.
RLY LINE
WHITENATER
a'
MUM CO. R/W
T.P.O.B.
PARCEL "0
m
r
n
v,
s:
o A
VAL
A RS 146/85
I 189.19'
I
� 208.19'
NA OLNERA
- - 4 NOT55421 N 246.35'
r5
L4
1.P.O.B. PARCEL "A -
Club Rood
wa
VICINITY MAP
LINE TABLE
LD.
BEARING
DIST. (FT.)
Li
N89'55'421
429.06
L2
N1714'00'W
21.05
L3
N1506'001
9.76
L4
Nff55'421
31.061
L5
N89'37'00'W
31.131
L6
006'0014
44.46
L7
SOD'11'00`W
50.00I
L8
S1932'DO'E
44.45
L9
S1506'001
35.25
11
N00'11001
68.33
lil
NB9'55421
19.00
Li
N0911001
28.14
ALL DATA SHOWN
HEREON IS
RECORD PER RS 146/85
P.O.0 i ...
PARCELS A & B
11J z
CITY OF PALM SPRINGS ENGINEERING SERVICESEOM4T�WX '�illr�" � n3,
The acquisition by Adjacent Purchaser by separate Agreement i .. K ..L5
included that portion identified as "Parcel A". and excluded the r & FLIP "` ,'=,O' I°SN'"R 17-03
portion shaded in red. amer RCO 5/16/171 =K 1 OF ,
EXHIBIT D
AGREEMENT FOR PURCHASE AND SALE OF RIGHT OF WAY
Gray 1 Del Mar, LLC
Ln 2