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HomeMy WebLinkAbout06064 - CRA SALE OF LAND OFF RAMON RD TO CITY AGREEMENT FOR PURCHASE AND SALE NoObL OF REAL PROPERTY THIS AGREEMENT FO� PURCHASE AND SALE OF REAL PROPERTY ("Agreement") is made this ZO day of rYWCV-^- , 2009 ("Effective Date"), by and between the Community Redevelopment Agency of the City of Palm Springs, a public body, corporate and politic, ("Agency")and the City of Palm Springs, a municipal corporation ("City"). RECITALS: WHEREAS, the Community Redevelopment Agency does own a parcel of land of approximately 0.21 acres, which was a parcel acquired in a settlement with a property owner over anticipated litigation over a taking of a portion of his property for the purpose of widening of the south half of Ramon Road, namely, a significant portion of the off-street parking; and WHEREAS, at the time of the acquisition by the Agency for the purpose of settlement the property was improved with four occupied apartments, which the Agency operated for a period of time during which it searched for a buyer; and WHEREAS, the Agency determined in 1995 that it was infeasible to operate the apartments with the diminished on-site parking, and demolished the structures; and WHEREAS, the Agency's marketing of the property has been hindered by its size and the existence of an assessment district lien on the property; and WHEREAS, the Community Redevelopment Agency does own a parcel of land of approximately 0.2159 acres, which was a parcel acquired in as part of a proposed affordable housing project, at the northeast corner of Jiminez Road and Rosa Parks Boulevard; and WHEREAS, Section 33334.16 of California Redevelopment Law (Health & Safety Code Section 33334.16) declares that "the agency shall, within five years from the date it first acquires the property interest for the development of housing affordable to persons and families of low and moderate income, initiate activities consistent with the development of the property for that purpose"; and WHEREAS, Agency originally acquired the first parcel on November 13, 1992 and the second on September 1, 1990 for the described purposes, but as such has held the remaining land for longer than the five year limit; and WHEREAS, The Agency desires to comply with the provisions of Section 33334.16, and selling the parcels to the City of Palm Springs would help the Agency comply with the statute but would allow the City to continue to market the parcels to projects that would benefit the project area. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows: TERMS AND CONDITIONS PURCHASE AND SALE OF PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement, and for the consideration herein set forth, Agency hereby agrees to sell to City and City hereby agrees to purchase from Agency the Agency's fee interest in the Property, as specifically described at Exhibit "A", attached hereto and made a part hereof. 1 PAYMENT OF PURCHASE PRICE. 1. Purchase Price. City agrees to purchase the Ramon Road Property from Agency and Agency agrees to sell the Property to City for the purchase price ("Purchase Price")of Twenty Seven Thousand Four Hundred Fifty and 00/100 Dollars($27,450.00), and the City agrees to purchase the Rosa Parks Property from Agency and Agency agrees to sell the Property to City for the purchase price of Twenty Two Thousand Five Hundred Dollars ($22,500), payable by City as set forth at Section 3.1 below. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, or cash. 2. Time of Payment. The entire Purchase Price shall be paid in good funds upon the Effective Date of this Agreement. 3. ESCROW. 1. Closing. Closing of the sale of the Property shall take place upon the recordation of the Grant Deed by the City. The Closing Date shall be on or before February 28, 2009; provided, however, that either party herein may, upon twenty(20) days prior written notice to the other party and receipt of such other party's consent, elect to extend the Closing Date for a period of up to sixty (60) days. 2. Conveyance of Title. At the Closing Date, Agency shall deliverto City a Grant Deed ("Grant Deed")for each property in the form of attached hereto as Exhibit "B", which Grant Deed shall convey all of Agency's interest in the fee to City. City is instructed to record such Grant Deeds in the Official Records of Riverside County, California. 3. Promissory Note. At the Closing Date, City shall deliver to Agency an executed Promissory Note in the form attached hereto as Exhibit "C", which Promissory Note shall be recorded in the Official Records of Riverside County, California. 4. EFFECTIVE DATE. This Agreement shall take effect from and after the date (which date shall be inserted into the preamble of this Agreement) of adoption and approval by the Agency pursuant to official action of the Agency. 5. NO WARRANTIES: "AS-IS" SALE. Except as set forth in this Agreement, City acknowledges that neither Agency nor any of its employees, agents or representatives has made any representations, warranties or agreements to or with City on behalf of Agency as to any matters concerning the Property, the physical condition, the present use thereof, the merchantability, or the suitability of City's intended use of the Property. Agency further acknowledges and agrees that the Property is to be purchased, conveyed and accepted by Agency in its present"AS-IS" condition. Reserved. 7. MISCELLANEOUS. 7.1 Successors. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives,transferees, successors and assigns. The obligations of City under this Agreement shall inure to the benefit of Agency and City, and their respective heirs, representatives, transferees, successors and assigns. 7.2 Time of Essence. Time is of the essence in this Agreement and with respect to each covenant and condition hereof. Agency and City each specifically agrees to strictly comply and perform its obligations herein in the time and manner specified and waives any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. 7.3 Time Period Computations. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and California state or national holidays unless the reference is to business days, in which event such weekends and holidays shall be excluded in the computation of time and provide that if the last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or California state or national holiday, such act or notice shall be deemed to have been timely performed or given on the next succeeding day which is not a Saturday, Sunday or California state or national holiday. 7.4 Interpretation; Governinq Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.5 No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 7.6 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 7.7 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 7.8 Merger of Prior Agreements and Understandings. This Agreement, and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements,oral or written, are merged herein and shall be of no further force or effect. 7.9 Notices. Any notice which either party may desire to give to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii)three (3) business days after deposit in the United States Mail, registered or certified; or (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto: To Agency: Community Redevelopment Agency of the City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Executive Director Copy to: Woodruff, Spradlin & Smart 555 Anton Boulevard Costa Mesa, California 92626 Attn: Douglas C. Holland, Esq. To City: City of Palm Springs, 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager Either party may from time to time, by written notice to the others, designate a different address which shall be substituted for the one(s) above specified, and/or specify additional parties to be notified. 7.10 Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys'fees and other costs and expenses incurred in addition to whatever other relief to which it may be entitled. 7.11 Execution in Counterpart. This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 7.12 Due Execution. The person(s)executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF,the parties hereto have executed this Agreement of Purchase and Sale of Property as of the date set forth above. "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic By: Executive Direr AIIEST: Assistant Secretary APPROVR AS TO FORM:alw4��4 / r . APPROVED BY CITY COUNCIL Agency Counsel %h 1100 7),IG A "CITY OF PALM SPRINGS" David H. Ready, Cianager ATTEST: d City Clerk rr = EXHIBIT "A" LEGAL DESCRIPTION OF AGENCY PROPERTY The Land is that certain real property located in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: 1. Lot 4 Map Book 020/086 Vista Del Cielo. (3845 E. Ramon Road) 2. Lot 63 Map Book 039/058 Palm Springs Gateway Estates 1. (Desert Highland) EXHIBIT"A" TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY GRANT DEED FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Clerk, City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263-2743 Order No. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, hereby grants to THE CITY OF PALM SPRINGS, a municipal corporation, the real property in the City of Palm Springs, County of Riverside, State of California, described in Exhibit "1" attached hereto and incorporated herein, by reference subject to the existing easements, restrictions and covenants of record thereon, and subject to the terms of the Agreement for the Purchase and Sale of Real Property executed concurrently herewith. "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS Agency OF PALM SPRINGS, a public body, corporate and politic March 25, 2010 Executive Director Al ZEST: e-- Assistant Secretary � a�j•p APPROV,t= AS TO FORM: Agency ounsel 6_ I,14U84-Ul1Oli i.'04104.1 all12`41lU EXHIBIT "1" LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION OF AGENCY PROPERTY The Land is that certain real property located in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: 3. Lot 4 Map Book 020/086 Vista Del Cielo. (3845 E. Ramon Road) 4. Lot 63 Map Book 039/058 Palm Springs Gateway Estates 1. (Desert Highland) PROMISSORY NOTE 2 Vacant Parcels S49.950.00 Palm Springs, California March 90 . 2009 FOR VALUE RECEIVED, the CITY OF PALM SPRINGS, a public body, corporate and politic ("Obligor") promises to pay to the REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Holder"), the principal sum of FORTY NINE THOiLISAND NINE HUNDRED FIFTY (U.S. $49.950.00) in legal currency of the United States, on the tcnns described in this Note. The entire unpaid principal shall be fully and immediately payable upon demand of Holder. This note is made with reference to the sale of 1) 9,150 square foot parcel at south side of Ramon Road near Avenida ENelita (APN 680-041-004) and 2) 9,404 square foot parcel at northeast corner of Jiminez Circle and Rosa Parks Blvd. (APN 669-353-001). Interest shall not be assessed or accrued on the principal or any unpaid portion thereof. This Note is entered into and shall be governed by the laws of the State of California, without reference to principles of conflicts or choice of la-,;-. Obligor consents to jurisdiction in any state or federal court situated in the County of Riverside, State of California, on any action based on or arising out of this Note. Any person or entity who takes over the any duties and obligations under this Note, is also liable for the satisfaction of all such duties and obligations. Holder may enforce its rights under this Note against each such person or entity individually or against all such persons or entities together. Each Obligor for itself and each of its respective representatives, successors and assigns, expressly tii,aives presentment. demand, protest, notice of dishonor. notice of non-payment, notice of maturity. notice of protest, diligence in collection and any exemptions under applicable insO IN ency laws. No delay or failure by Holder in the exercise of any rights or remedy proN,ided for hereunder shall be deemed a waiver of any other right or remedy which Holder otherwise may have under or by reason hereof. No waiver of any payment or performance due under this Note shall operate as a waiver of anv other payment or performance. "OBLIGOR" "HOLDER" City of Palm Springs, a public body, corporate Community Redevelopment Agency of the and politic. City of Palm Springs, a public body, corporate and politic. By: Steve Pougnet By: David Ready � Its: Mayor Its: Executive Director r ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) City of Palm Springs ) On March 3, 2011, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS, and the EXECUTIVE DIRECTOR of the CITY OF PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY whose name is subscribed to the within instrument and that he executed the same in his/her official and authorized capacity on behalf of the City of Palm Springs, a California Charter City and the City of Palm Springs Community Redevelopment Agency. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and seal: A. 'ALMS'.' a V N Signature: g MES THOMPSON, CITY CLERK City 0 f Palm Springs, California pALM -�sAOO- City of Palm Springs Office of the Cih Clerk { * ,'(10 E lAqu(tz C MN 0II WIN • Palm,Spring , CA`) Cq°eaaRn 'a` + 'Id ,-(,il> >';-N'U4 Fay i-(,(n TDD (-601 804-95 Wb XN-ckXX.palmspniigsc.i.--oN, C/FORN P 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: Land described in Exhibit "ll" Lot 4 Map Book 020/086 Vista Del Cielo (3845 E. Ramon Road) Lot 63 Map Book 039/058 Palm Springs Gateway Estates 1 (Desert Highland) dated: March 25, 2010 from, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS Grantor, to the City of Palm Springs, a municipal corporation and charter city ("City"), is hereby accepted by the City Clerk of said City, by the order of the City Council of the City of Palm Springs, on the 25th day of March 2010, 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 consent to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 8th day of March, 2011. •�,/ _ - p p AMES THOMPSON--� / City Clerk Post Ufficr Box ?-4 i Palm Springs, California Q226�-2^4 EXHIBIT "1" LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION OF AGENCY PROPERTY The Land is that certain real property located in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: 3. Lot 4 Map Book 020/086 Vista Del Cielo. (3845 E. Ramon Road) 4. Lot 63 Map Book 039/058 Palm Springs Gateway Estates 1. (Desert Highland)