HomeMy WebLinkAbout00512C - ESTHER LEVY AGR FOR PURCHASE AND SALE OF REAL PROPERTY/ESCROW INSTR 342-344 NPC r . DOC # 2006-0854393
+r" RLCORDING R5QUESTED BY 11/17/2005 08:00A Fee:NC
Commonwealth Land Title Co, page 1 of 4
WHEN RECORDED MAIL THIS DOCUMENT Recorded in Official Repprd-
AND TAX STATEMENTS TO: County of Riverside
Larry U. Ward
Community Redevelopment Agency of Ftssessor, County Clerk 6 Rewordc.
the City of P.S. I IIIIII IIIIIII IIII IIIII III IIIIII IIIIIII III IIIII IIII IIII
3200 E.Tahqultz Canyon Way
Palm Springs, CA 92162 -7--,
S R U RA E SIZE DA I MISO LONG RFD COPY
APN: 513-081-tl17-(? TRA: 011-06)6'�
Escrow N0: 0295Z395-804-RW N A L 4CA 426 COR NCOR SMF NCHO E(AM
Title No: 02952395-34
Y
GRANT DEED vr�`
THE UNDERSIGNED GRANTOR(S) DECLARL(S)
DOCUMENTARY TRANSFER TAX IS $&4Z.6B-CITY TAX O.DO
computed on fUli v8lue of property conveyed,
City of Palm Springs,AND I yyy
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, p
Esther Levy,a widow fle1,p !i
hereby GRANT(S) to N
Community Redevelopment Agency of the City of Palm springs, A public body, Corporate and politic
the fallowing described real property In the County of Riverside, State of California:
See Exhibit A attached hereto and made a part hereof.
Commonly known as; 342 - 344 N. Palm Canyon Drive, Palm Springs, CA 92262
Dated: Novtm_4gr 7 :
Esther Levy
STATE OF CAL FORNIA
COUNTY OF_ i 1IQ .7 i n f } s5:
T
On f 101 E v, now [ 2((]l G , before me, Gt rnm 1 2[1(�_ h a Notary Public,
personally appearetl �" Liz ' , I I
personally known to me (or proved to me on the dasis of satisfactory evidence) to be the persons) 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 authorised
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the nt alf of which the
persons) acted, executed the Instrument. �AAT0Wy ZMTZ
WITNESS my hand and official seal. CDNM.i1622464
.
C'cum N
NO�rrva me .,
Signature Nr CCMIL 6v'DEC'13,2W1
FOR NOTARY SEAL OR STAMP
MAIL TAX STATEMENTS AS DIRECTED ABOVE
i
A.O�p p LM S,p�
City of Palm Springs
V 0
Office of the City Clerk
CW 3300 E.Talnyuac Canyon Way - PaLn 5prin�y,California 92262
/POR 4�
�P Td:(760)323-82f • Pax (760)322-9332 - WCb:NWP.U.p1I1➢-API }j%.0 1.n5 N
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by
GRANT DEED
dated: November 7, 2006,
from- ESTHER LEVY, a widow,
Grantor, to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS, Grantee, is hereby accepted by the Executive Director of said
Agency, on this 160' day of November, 2006, pursuant to authority granted by said
Agency, by its Resolution No. 357 made on the 4th day of September, 1985, and the
Grantee consents to recordation thereof by the Executive Director, its duly authorized
officer.
Dated at Palm Springs, California, this 15t' day of November, 2006.
MESTHOMPSON
Assistant Secretary
File: A0512c
Posc Office Box 2743 • Palm Springs, California 92263-2743
Exhibit A
All that certain real property situated in the County of Riverside, State of California, described as follows:
Parcel 1:
That portion of Block 24 of Palm Springs, in the City of Palm Springs, County of Riverside, State of California, as per
Map recorded in Book 9, page 432 of Maps, San Diego County Records, described as follows:
Beginning at a point of the West line of said Block, 254.00 feet North 00' 08'00"West on the North line of Lemon
Street, 66.00 feet wide, now known as Amado Road, as shown on said Map;
Thence continuing North 000 08'00"West, 40.15 feet on said West line;
Thence North 890 50'00"East, 52,16 feet, parallel with the North line of said Lemon Street;
Thence South 00" 50'00"West 52.16 feet, parallel with said North line to the Paint of Beginning;
Said land is included within the area of a Map filed in Book 10, Pages 95 of Record of Survey, in the Office of the
County Recorder of said Riverside County.
parcel 2!
A non-exclusive easement and right of way for Ingress and egress, In, over and across—the North 9.85 feet of the West
52A6 feet of that portion of Block 24 of Palm Springs, as per Map recorded In Book 9, page 432 of Maps, San Diego
County Records, described as follows:
Beginning at a point on the East line of Mein Avenue, 80.00 feet wide, now known as Palm Canyon Drive, being the
West line of said Block, 254.00 feet North of the North line of Lemon Street, 66.00 feet wide;
Thence North S0.00 feet on the West line of said Block;
Thence East 145.20 feet parallel with the North line of said Leman Street,-
Thence South 50.00 feet, parallel with said West line;
Thence West 145.20 feet, parallel with said North line, to the Point of Beginning.
CERTIFICATION
Under the provisions of Government Code 2736 1-7 T certify under Lhe Penalty ofpcijury
that llio fallowing Ls a true auhy of illegible wcn-ding fnurid in the aLLached docunianl_
(Print OF type line page uunlber(s) wid worihu hg elow)
Data:
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AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Escrow No. 02952395-804-RW
Date of Opening of Escrow: _, 2006
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND
ESCROW INSTRUCTIONS ("Agreement") is made this _�,& day of ��006,
by and between ESTHER LEVY, a widow ("Seller"), and the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body,
corporate and politic ("Buyer").
RECITALS
A. Seller is the owner of that certain real property consisting of approximately
2,094 square feet, referred to as APN 513-081-017, located at 342-344 North Palm
• Canyon Drive near Amado Road in the City of Palm Springs, County of Riverside, State
of California, more particularly described on Exhibit "A" attached hereto ("Property"),
together with (i) all rights, privileges, easements, licenses and interests appurtenant
thereto, including, without limitation, all oil, gas, water and water rights (collectively,
"Appurtenances"); and (ii) all intangible property ("Intangible Property") owned or held
by Seller in connection with the Property, including, without limitation, development
rights, governmental approvals and land entitlements; and (iii) all improvements on the
site including a single story multi-tenant (2) stucco retail building (approximately 1,600
square foot gross rentable) with a flat and sloping roof, clock tower, and 5' block wall
fencing near the back of the building ("Improvements"), subject to a lease with
Moustapha EI-Khalil, executed on September 3, 2004- The Property, Appurtenances
and Intangible Property, and Improvements are collectively referred to herein as the
"Property."
B. Seller wishes to sell the Property to Buyer and Buyer wishes to buy the
Property from Seller pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
TERMS AND CONDITIONS
1. PURCHASE AND SALE OF PROPERTY.
Buyer hereby agrees to purchase from Seller, and Seller agrees to sell to Buyer
the Property, upon the terms and conditions hereinafter set forth.
2. OPENING OF ESCROW: CLOSING DATE.
2.1 OOgening of Escrow. Within one (1) business day after the execution of
this Agreement by Buyer and Seller, the parties shall open an escrow ("Escrow") with
Commonwealth Escrow ("Escrow Holder') by causing an executed copy of this
Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the
date that a fully executed copy of this Agreement is delivered to Escrow Holder
("Opening of Escrow"). Escrow Holder shall fax written notice of the Opening of Escrow
date to Buyer and Seller.
• 2.2 Closing Date. Escrow shall close on or before November 30, 2006
("Closing Date"). The terms the "Close of Escrow" and/or the "Closing" are used herein
to mean the time the Grant Deed (as hereinafter defined) is recorded in the Office of the
County Recorder of Riverside County, California.
2.3 Time is of the Essence. Buyer and Seller agree that time is of the
essence and each party specifically agrees to strictly comply and perform the
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.
3. CONSIDERATION.
3.1 Purchase Price. The purchase price for the Property is Five Hundred
Eighty Five Thousand and 00/100 DOLLARS ($585,000.00) ("Purchase Price"). The
Purchase Price to be paid by Buyer to Seller is all-inclusive compensation of Sellers
interest in the Property and any rights or obligations which exist or may arise out of the
acquisition of the Property for public purposes, which compensation Seller
acknowledges and agrees is inclusive, without limitation, of Seller's' fee interest in the
Land and any improvements located thereon, severance damages, relocation
expenses, costs, interest, attorneys' fees, and any claim whatsoever of Seller which
might arise out of or relate to the acquisition of the Property by Buyer-Five Hundred
Eighty Five Thousand and 00/100 DOLLARS ($585,000.00). On or before the day
preceding Close of Escrow, Buyer shall deposit the Purchase Price with Escrow Holder
in "good funds." "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.
4. ADDITIONAL FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND
SELLER.
4.1 Buyer. Buyer agrees that on or before 1:00 p.m. on the business day
preceding the Closing Date, Buyer will deposit with Escrow Holder all additional funds
and/or documents (executed and acknowledged, if appropriate) which are necessary to
comply with the terms of this Agreement, including, without limitation, the following:
(a) A Preliminary Change of Ownership Statement completed in the
manner required in Riverside County; and
(b) Such funds and other items and instruments as may be necessary
in order for Escrow Holder to comply with this Agreement.
4.2 Seller. Seller agrees that on or before 1:00 p.m. on the business day
preceding the Closing Date, Seller will deposit with Escrow Holder such
funds and other items and instruments (executed and acknowledged, if
appropriate) as may be necessary in order for the Escrow Holder to
comply with this Agreement, including, without limitation, the following:
(a) A grant deed conveying the Property to Buyer in the form attached
hereto as Exhibit "B" ("Grant Deed");
(b) Two duplicate originals of a Non-Foreign Affidavit in the form
attached hereto as Exhibit "C" ("Grant Deed");
(c) Two duplicate originals of California Form 590-RE Real Estate
Withholding Exemption Certificates in the form required by the
California Franchise Tax Board ("California Residency Affidavit");
and
(d) Such funds and other items and instruments as may be necessary
in order for Escrow Holder to comply with this Agreement.
4.3 Recordation, Completion and Distribution of Documents. Escrow Holder
will cause the Grant Deed to be recorded when (but in no event after the
Closing Date) it can issue the Title Policy in the form described in Section
5.2 below, and holds for the account of Seller the items described above
to be delivered to Seller through Escrow, less costs, expenses and
disbursements chargeable to Seller pursuant to the terms hereof.
5. TITLE MATTERS.
5.1 Approval of Title.
i. Promptly following execution of this Agreement (but in
no event later than ten (10) days following Opening of
Escrow), Seller shall cause to be delivered to Buyer a
Preliminary Title Report issued through Chicago Title
• Insurance Company ("Title Company"), describing the
state of title of the Property, together with legible copies
of all exceptions specified therein and a map plotting all
locatable easements specified therein ("Preliminary Title
Report"). Buyer shall notify Seller in writing ("Buyer's
Title Notice") of Buyer's approval of all matters contained
in the Preliminary Title Report or of any objections Buyer
may have to title exceptions or other matters
("Disapproved Exceptions") contained in the Preliminary
Title Report within fifteen (15) business days after
Buyer's receipt of the Preliminary Title Report ("Buyer's
Title Notice").
ii. In the event Buyer delivers Buyer's Title Notice within
said period, Seller shall have a period of ten (10) days
after receipt of Buyer's Title Notice in which to notify
Buyer of Seller's election to either (i) agree to attempt to
remove the Disapproved Exceptions prior to the Close of
Escrow; or (ii) decline to remove any such Disapproved
Exceptions ("Seller's Notice"). Seller shall only elect to
decline to remove Disapproved Exceptions which Seller
in good faith believes Seller's reasonable efforts would
not result in removal or as to which removal would result
in cost or expense to Seller other than nominal
administrative expense incurred in the process of
removal. Seller's failure to deliver Seller's Notice within
said ten (10) day period shall be deemed Seller's election
to decline to remove the Disapproved Exceptions. If
Seller notifies Buyer of its election to decline to remove
the Disapproved Exceptions, if Seller is deemed to have
elected to decline to remove the Disapproved Exceptions
or if Seller is unable to remove 'the Disapproved
Exceptions, Buyer may elect either to terminate this
Agreement and the Escrow or to accept title to the
Property subject to the Disapproved Exception(s). Buyer
shall exercise such election by delivery of written notice
to Seller and Escrow Holder within ten (10) days
following the earlier of (i) the date of written advice from
Seller that such Disapproved Exception(s) cannot be
removed; or (ii) the date Seller decline or is deemed to
have declined to remove such Disapproved Exception(s).
iii. Upon the issuance of any amendment or supplement
to the Preliminary Title Report which adds additional
exceptions, the foregoing right of review and approval
shall also apply to said amendment or supplement,
provided, however, that Buyer's initial period of review
and approval or disapproval of any such additional
exceptions shall be limited to ten (10) days following
receipt of notice of such additional exceptions, together
with copies of the underlying documents referenced
therein.
iv. Nothing to the contrary herein withstanding, Buyer
shall be deemed to have automatically objected to all
deeds of trust, mortgages, judgment liens, federal and
state income tax liens, delinquent general and special
real property taxes and assessments and similar
monetary encumbrances affecting the Property, and
Seller shall discharge any such non-permitted title
matters of record prior to or concurrently with the Close
of Escrow.
b. Title Policy. When Escrow Holder holds for Buyer the Grant
Deed in favor of Buyer executed and acknowledged by Seller
covering the Property, Escrow Holder shall cause to be issued
and delivered to Buyer and Seller as of the Close of Escrow a
CLTA standard coverage owner's policy of title insurance ("Title
Policy"), or, upon Buyer's request therefor, an ALTA extended
coverage owner's policy of title insurance, issued by Title
Company, with liability in the amount of the Purchase Price,
covering the Property and showing title vested in Buyer free of
encumbrances, except:
I. All non-delinquent general and special real property
taxes and assessments for the current fiscal year;
if. Those easements, encumbrances, covenants,
conditions, restrictions, reservations, rights-of-way and
other matters of record shown on the Preliminary Title
Report which have been approved by Buyer pursuant to
Section 5.1 above;
iii. The standard printed exceptions and exclusions
contained in the CLTA or ALTA form policy;
iv. Any exceptions created or consented to by Buyer,
including, without limitation, any exceptions arising by
reason of Buyer's possession of or entry on the Property.
(b) DUE. DILIGENCE.
a. Due Diligence Date. The "Due Diligence Date" shall mean
the date which is sixth (60) days following the date of the
Opening of Escrow.
b. Scope of Due Diligence. Buyer shall have the right to make
an analysis of the Property consisting of such engineering,
feasibility studies, soils tests, environmental studies, including
but not limited to those described in Section 7.3, and other
investigations as Buyer may desire to permit Buyer to determine
the suitability of the Property for its intended purpose and to
conduct such other review and investigation which Buyer deems
appropriate to satisfy itself to acquire the Property. Buyer shall
also have the right to examine all licenses, permits,
authorizations, approvals, and governmental regulations which
affect the Property-
C. Review of Documents. Within ten (10) days of the Opening
of Escrow, Seller shall deliver to Buyer the following documents
which Seller may have in its possession or control (or
reasonable access thereto) for Buyer's review and approval:
i. True and correct copies of any labor, service,
employment, supply, property management, leases,
subleases, equipment leases, insurance and
maintenance contracts or other agreements which relate
to the Property, and any and all amendments thereto.
ii. Copies of all engineering reports, soils studies, soils
compaction reports, grading plans, geologic studies,
drainage plans or reports, tentative parcel maps,
development agreements, governmental permits and
approvals and any conditions thereto, environmental
audits and reports, environmental remediation plans (and
all correspondence and documents related thereto),
environmental impact reports, permits, inspections,
reports, notices and/or correspondence regarding the
condition of the Property or governmental agency review
and approval respecting fire, building, health, zoning and
use compliance.
iii. The most recently available survey of the Property, if
any, showing all Improvements and things located on the
Property and within ten (10) feet of the outside property
line of the Property.
d. Entry for Investigation.
i. Subject to the conditions hereafter stated, Seller
grants to Buyer, its agents and employees a limited
license to enter upon any portion of the Property for the
purpose of conducting engineering surveys, soil tests,
investigations or other studies reasonably necessary to
evaluate the condition of the Property, which studies,
surveys, investigations and tests shall be done at Buyer's
sole cost and expense. The license herein granted shall
be co-extensive with the term of this Agreement or any
extension thereof.
ii. Buyer shall (i) conduct all studies in a diligent,
expeditious and safe manner and not allow any
dangerous or hazardous conditions to occur on the
Property during or after such investigation; (ii) comply
with all applicable laws and governmental regulations; (iii)
keep the Property free and clear of all materialmen's
liens, lis pendens and other liens arising out of the entry
and work performed under this paragraph; and (iv) return
the Property to its original condition following Buyer's
entry. Buyer agrees to indemnify, defend, protect and
hold Seller and the Property free and harmless from any
and all loss, liability, claims, damages and expenses
(including, but not limited to, attorneys' fees and costs)
arising directly or indirectly from the exercise of said
license. Such undertaking of indemnity shall survive
Close of Escrow or the termination of this Agreement for
any reason.
e. Approval of Due Diligence Matters. Buyer shall notify Seller
in writing ("Buyer's Due Diligence Notice") on or before the Due
Diligence Date of Buyer's approval or disapproval of each item
delivered to or available for review by Buyer pursuant to this
Section 6 and of Buyer's approval or disapproval of the
condition of the Property and Buyer's investigations with respect
thereto (excluding title matters which are to be approved or
disapproved pursuant to Section 5.1 above) (collectively, the
"Due Diligence Items"), which approval may be withheld in
Buyer's sole and absolute discretion. In the event Buyer fails to
give written notice of its approval, then it shall be deemed that
Buyer has disapproved the condition of the Property.
In the event of Buyer's disapproval of a condition of the
Property, within ten (10) days after Seller's receipt of Buyer's Due
Diligence Notice, Seller shall give Buyer written notice ("Seller's
Due Diligence Notice") of those conditions that Seller will attempt to
cure. Seller shall thereafter promptly use all reasonable efforts to
cure such conditions, prior to the Close of Escrow, at its sole cast
and expense.
In the event that Seller delivers a Seller's Due Diligence
Notice listing any of the disapproved Property conditions, Buyer
shall have the right to (a) terminate this Agreement or (b) acquire
the Property subject to the disapproved Property conditions
included within Seller's Due Diligence Notice. Such right shall be
exercised by Buyer by giving either written notice of such
termination ("Termination Notice") or written notice of such election
to accept the disapproved Property conditions ("Property
Acceptance Notice") to Seller within twenty (20) days after Buyer's
receipt of Seller's Due Diligence Notice. In the event that Buyer
should fail to give either the Termination Notice or the Property
Acceptance Notice within the time period set forth in the preceding
sentence, Buyer shall be deemed to have given a Termination
Notice
f. Approval of Additional Due Diligence Matters. In the event
Seller becomes aware of or obtains possession of any new Due
Diligence Items after the Due Diligence Date, Seller will provide
Buyer with written notice of such Due Diligence Item to Buyer.
Buyer shall have the right to review and approve such Due
Diligence Item in the same manner as set forth in Section 6.5
above; provided, however, that Buyer's period to review and
approve or disapprove such additional Due Diligence Item shall
be limited to fifteen (15) days following receipt of notice of such
new Due Diligence Item, together with a copy of any written
document relating thereto.
(C) CONDITIONS PRECEDENT TO CLOSE OF ESCROW.
a. Conditions to Buyer's Obli ations. The obligations of Buyer
under this Agreement shall be subject to the satisfaction or
written waiver, in whole or in part, by Buyer of each of the
following conditions precedent:
i. Title Company will issue the Title Policy as required
by Section 5.2 of this Agreement.
ii. Buyer has approved or deemed to have approved the
condition to title of the Property on or before the date
provided in Section 5.1.
iii. Buyer has approved or deemed to have approved all
Due Diligence Items on or before the Due Diligence Date.
iv. Buyer's approval with the environmental testing and
contingency under Section 7.3.
V. Seller has removed from the Property all equipment,
personal property, debris and waste.
vi. Escrow Holder holds and will deliver to Buyer the
instruments and funds, if any, accruing to Buyer pursuant
to this Agreement.
vii. All representations and warranties specified in
Section 9.1 are true and correct.
viii. Buyer's approval of any other conditions specified in
this Agreement.
ix. Seller shall not be in default of any term or condition
of this Agreement.
Buyer's approval shall be based upon Buyer's sole and
absolute discretion; provided, however, if Buyer has not
delivered written notice of approval of the above conditions to
Seller and Escrow Holder by the times provided above, or if no
time is provided, on or before the Close of Escrow, each such
condition shall automatically and conclusively be deemed to
have been disapproved by Buyer. Buyer may waive such
automatic disapproval in writing.
b. Conditions to Seller's Obligations. The obligations of Seller
under this Agreement shall be subject to the satisfaction or
written waiver, in whole or in part, by Seller of each of the
following conditions precedent:
i. Escrow Holder holds and will deliver to Seller the
instruments and funds accruing to Seller pursuant to this
Agreement.
ii. Buyer shall not be in default of any term or condition
of this Agreement.
If requested by Escrow Holder or Buyer, Seller shall
deliver to Escrow Holder and Buyer written notice of satisfaction of
the conditions set forth in this Section 7.2.
c. Environmental Testing and Contingency.
The Closing of Escrow shall be subject to and
conditioned upon Buyer's written acceptance, approval of the
physical and environmental conditions at, under and about the
Property, and the absence from the Property of any hazardous
substances, hazardous wastes and/or hazardous materials as such
terms are defined in their broadest form under any applicable
federal, state or local law or regulation, and any other kind of soil,
air, or water contamination. Upon Buyer's review of any Phase I or
Phase II Report and completion of any other testing Buyer deems
necessary, if Buyer, in its sole discretion, determines that an
additional environmental assessment, including but not limited to, a
new or supplemental Phase II Environmental Assessment Report,
is necessary, then Buyer may elect to obtain such assessment at
its sole cost, provided such assessment is complete by the Due
Diligence Date.
d. Covenant of Seller and Buyer. Buyer and Seller agree to
cooperate with one another, at no cost or expense to the
cooperating party, in satisfying the conditions precedent to
Close of Escrow. Buyer shall be responsible for proceeding
with diligence and in good faith to satisfy the conditions to
Buyer's performance set forth in Section 7.1 and Seller shall be
responsible for proceeding with diligence and in good faith to
satisfy the conditions to Seller's performance set forth in Section
7.2.
e. Termination for Failure of Condition. In the event Buyer fails
to approve or disapprove any condition precedent specified in
Section 7.1 or elsewhere in this Agreement on or before the
date for approval set forth therein, Seller shall notify Buyer of
such failure and Buyer shall have a period of twenty (20) days
from receipt of such notice to elect to approve such matter or to
disapprove such matter and terminate this Agreement. The
failure of Buyer to approve such matter within said twenty (20)
days shall be deemed to constitute disapproval thereof and
Buyer's election to terminate. In the event Seller fails to
approve or disapprove any condition precedent specified in
Section 7.1 or elsewhere in this Agreement on or before the
date for approval set forth therein, Buyer shall notify Seller of
such failure and Seller shall have a period of twenty (20) days
from receipt of such notice to elect to approve such matter or to
disapprove such matter and terminate this Agreement. The
failure of Seller to approve such matter within said twenty (20)
days shall be deemed to constitute disapproval thereof and
Seller's election to terminate. In the event Buyer or Seller
terminates this Agreement based on the disapproval of one or
more of said conditions precedent as provided herein, Buyer
shall be entitled to all sums deposited into Escrow, paid to Seller
as a portion of the Purchase Price.
(d) ADDITIONAL COVENANTS OF BUYER AND SELLER.
a. Environmental Claims. Seller shall retain all liability under all
Environmental Laws asserted at any time in connection with any
set of facts or conditions existing in, on or about the Property
prior to Closing arising from its ownership of the Property
(hereinafter referred to as "Retained Environmental Liabilities").
For purposes of this Agreement, "Environmental Laws" shall
mean all federal, state or local statutes, regulations, ordinances,
codes or rules as such have been or may hereafter be enacted,
adopted, amended or supplemented and all common law
causes of action relating to the protection of human health or
the environmental, including without limitations the
Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (42 U.S.C. Section 9601, et
seq.), the Resource Conservation and Recovery Act, as
amended (42 U.S.C. Section 6901, et seq.), the Federal Water
Pollution Control Act, as amended (33 U.S.C. Section 7401, et
seq.), the Toxic Substance Control Act, as amended (15 U.S.C.
2601, et seq.), the Safe Drinking Water Act, as amended (42
U.S.C. Section 300f, et seq.), the Federal Insecticide, Fungicide
and Rodenticide Act, as amended (7 U.S.C. Section 136, et
seq.) and the Clean Air Act, as amended (42 U.S.C. 7401, et
seq.), and private rights of action for nuisance or damages to
property or persons.
Notwithstanding any contrary provisions of this Agreement or
otherwise, upon the execution of this Agreement by Buyer, Buyer
shall and does hereby release Seller from any liability, cost or
expense Buyer may incur as a result of Buyer's purchase of the
Property or the presence of any Hazardous Materials (hereinafter
defined) which are or may be located in, on or about the property
commencing on the Close of Escrow or at any time thereafter, with
the exception of the Retained Environmental Liabilities. Such
release shall survive the Closing Date. For the purposes of this
Agreement, Hazardous Materials shall be deemed to mean
asbestos, polychlorinated biphenyls, petroleum or by-products
thereof, radioactive materials, or any chemical, material or
substance included in the definitions of "hazardous substances",
"hazardous materials", "hazardous waste", "toxic substances"
and/or words of similar import under any federal, state and local
laws, ordinances, rules and regulations whether present or future,
relating to and/or dealing with the protection of the environment
• and/or human health and safety and/or applicable to the
generation, handling, manufacture, installation, treatment, storage,
use, transportation, discharge, disposal, presence and/or release
into the air, soil, water at, above or below ground level (whether
accidental or intentional) of such substances or materials-
b. Survival. Notwithstanding any other provision of this
Agreement, the provisions of this Section 8 shall survive the
Close of Escrow and the delivery of the Grant Deed.
(e) REPRESENTATIONS AND WARRANTIES.
a. Representations and Warranties. Seller hereby makes the
following representations and warranties to Buyer, each of
which (i) is material and relied upon by Buyer in making its
determination to enter into this Agreement; (ii) to Seller's actual
knowledge, is true in all respects as of the date hereof and shall
be true in all respects on the date of Close of Escrow on the
Property; and (iii) shall survive the Close of Escrow of the
purchase and sale of the Property as well as any future transfer
of the Property to Buyer or any transferee, successor or
assignee of Buyer:
i. There are no pending or threatened litigation,
allegations, lawsuits or claims, whether for personal
injury, property damage, property taxes, contractual
disputes or otherwise, which do or may affect the
Property or the operation or value thereof, and there are
no actions or proceedings pending or, to the best of
Seller's knowledge, threatened against Seller before any
court or administrative agency in any way connected with
the Property and neither the entering into of this
Agreement nor the consummation of the transactions
contemplated hereby will constitute or result in a violation
or breach by Seller of any judgment, order, writ,
injunction or decree issued against or imposed upon it.
There is no action, suit, proceeding or investigation
pending or threatened against Seller which would
become a cloud on Buyer's title to or have a material
adverse impact upon the Property or any portion thereof
or which questions the validity or enforceability of the
transaction contemplated by this Agreement or any
action taken pursuant hereto in any court or before or by
any federal, district, county, or municipal department,
commission, board, bureau, agency or other
governmental instrumentality.
ii. There are no contracts, leases, claims or rights
affecting the Property and no agreements entered into by
or under Seller shall survive the Close of Escrow that
would adversely affect Buyer's rights with respect to the
Property, except as heretofore disclosed in writing by
Seller to Buyer pursuant to Section 6.3.
iii. Seller has delivered or, within the period required in
Section 6.3, will have delivered true, correct and
complete copies of all the documents and other
information specified in Section 6.3 in Seller's possession
or control (or has reasonable access thereto). To the
best of Seller's knowledge, the information contained in
the said documents is true and accurate.
iv. No part of the Property has been used by Seller for
the use, storage, disposal, or release of toxic or
hazardous substances or wastes and that, to the best of
Seller's actual knowledge, no part of the Property has
ever been so used.
V. There are no executory contracts, options or
agreements existing (other than this Agreement) relating
to the purchase of all or any portion of the Property or
any interest therein.
vi. All federal, state, municipal, county and local taxes,
the nonpayment of which might become a lien on or
affect all or part of the Property, which are due and
payable prior to the Closing have been paid, or on the
Closing pate will have been paid in full.
vii. There are no contingent liabilities arising out of the
ownership or operation of, or affecting, the Property or
any part thereof which would be binding upon the Buyer
or to which the Property would be subject after the
Closing.
viii. Seller has obtained, or will obtain before the Close of
Escrow, all required consents, releases and permissions
in order to vest good and marketable title in Buyer.
ix. The closing of the various transactions contemplated
by this Agreement will not constitute or result in any
default or event that with the notice or lapse of time, or
both, would be a default, breach or violation of any lease,
mortgage, deed of trust or other agreement, instrument
or arrangement by which Seller or the Property are
bound. The execution and delivery of this Agreement
and the consummation of the transactions contemplated
hereby will not violate any provision of, or require any
consent, authorization or approval under any law or
administrative regulation or any order, award, judgment,
writ, injunction or decree applicable to, or any
governmental permit or license issued to Seller relating to
the Property.
X. Other than those conditions or encumbrances
expressly identified in the Preliminary Title Report which
have been approved by Buyer pursuant to Section 5.1
above, no defects or conditions of any portion of the
Property or the soil exists which may impair the use of
the Property.
A. All representations and warranties made hereunder
are in addition to any representations and warranties
implied by law and in no event shall this Section 9.1 be
construed to limit, diminish or reduce any obligation of
disclosure implied upon Seller by law.
b. Changed Circumstances. If Seller becomes aware of any
fact or circumstance which would change or render incorrect, in
whole or in part, any representation or warranty made by Seller
under this Agreement, whether as of the date given or any time
thereafter through the Close of Escrow and whether or not such
representation or warranty was based upon Seller's knowledge
and/or belief as of a certain date, Seller will give immediate
written notice of such changed fact or circumstance to Buyer,
but such notice shall not release Seller of its liabilities or
obligations with respect thereto. Seller shall issue a certificate
as of the Close of Escrow stating that all the representations
and warranties contained in Section 9.1 are true and correct as
of said date, or setting forth in detail which of such matters are
not true and correct. Buyer shall have ten (10) days from the
receipt of any notice by Seller of the material change of any
representation or warranty made by Seller hereunder to
terminate this Agreement by providing written notice to Seller
and Escrow Holder, and receive return of its Deposit and any
other sums deposited in the Escrow.
(f) ESCROW PROVISIONS.
a. Escrow Instructions. This Agreement, when signed by Buyer
and Seller, shall also constitute escrow instructions to Escrow
Holder. If required by Escrow Holder, Buyer and Seller agree to
execute Escrow Holder's standard escrow instructions, provided
that the same are consistent with and do not conflict with the
provisions of this Agreement. In the event of any such conflict,
the provisions of this Agreement shall prevail.
b, General Escrow Provisions. Escrow Holder shall deliver the
Title Policy to the Buyer and instruct the Riverside County
Recorder to mail the Grant Deed to Buyer at the address set
forth in Section 14.13 after recordation. All funds received in
this Escrow shall be deposited in one or more general escrow
accounts of the Escrow Holder with any bank doing business in
Riverside County, California, and may be disbursed to any other
general escrow account or accounts. All disbursements shall be
made by Escrow Holder's check.
C. Proration of Real Property Taxes.
i. All non-delinquent general and special real property
taxes and assessments shall be paid by Seller, prorated
to the Close of Escrow on the basis of a thirty (30) day
month and a three hundred sixty day (360) year. Seller
acknowledges that Buyer is a governmental agency, not
subject to payment of taxes. Accordingly, Seller shall be
solely responsible for seeking a refund of any
overpayment of taxes from the appropriate taxing
agencies. In the event that property taxes are assessed
on a parcel of real property which includes land other
than the Property, such proration shall include only taxes
attributable to the Property, calculated in terms of total
• gross square feet of land assessed pursuant to the tax
statement versus total gross square footage of the
Property. Any supplemental tax bills received after Close
of Escrow shall be paid by Seller to the extent they relate
to a period prior to Close of Escrow. If a supplemental
tax bill covers a period commencing before and
continuing after Close of Escrow, Seller will pay the tax
and shall be solely responsible for seeking any refund
from the appropriate taxing agency. The provisions of
this Section shall survive Close of Escrow.
ii. The provisions of this Section shall survive Close of
Escrow. If either party fails to pay its pro rata share of
taxes or other expenses by the times herein provided,
interest shall accrue on all unpaid amounts from when
owing until paid at five percent (5%) over the Federal
Discount Rate quoted by the Federal Reserve Bank of
San Francisco on the 25th day of the month preceding
the date interest commences to accrue.
d. Payment of Costs. Seller shall pay the Escrow fee, all
documentary transfer taxes, all title insurance premiums for that
portion of the Title Policy premium which would be incurred for a
CLTA form policy, and the charge for drawing the Grant Deed.
Buyer shall pay the broker's commission of 5% of the purchase
price. Seller and Buyer shall each be responsible for their
respective attorneys' fees and costs. All other costs of Escrow
not otherwise specifically allocated by this Agreement shall be
paid by Seller.
e. Termination and Cancellation of Escrow. If Escrow fails to
close as provided above, Escrow shall terminate automatically
without further action by Escrow Holder or any party, and
Escrow Holder is instructed to return all funds and documents
then in Escrow to the respective depositor of the same with
Escrow Holder; provided that any document which has been
signed by a party who is not to receive the return of such
document, shall be marked "void and of no force or effect" by
Escrow Holder before it is delivered. Cancellation of Escrow, as
provided herein, shall be without prejudice to whatever legal
rights Buyer or Seller may have against each other arising from
the Escrow or this Agreement.
(g) BROKERAGE COMMISSIONS.
Buyer shall pay through the escrow the amount of $29,250
to Hughes Properties as a broker's commission and/or finder's fee
with respect to the transaction contemplated by this Agreement.
Buyer and Seller each agree to indemnify and hold the other parties
harmless from and against all liabilities, costs, damages and
expenses, including, without limitation, attorneys' fees, resulting
from any claims or fees or commissions, based upon agreements
by it, if any, to pay a broker's commission and/or finder's fee.
(h) POSSESSION.
Possession of the Property shall be delivered to Buyer as of
Close of Escrow. In the event any personal property remains on
the Property following the Close of Escrow, it shall automatically
become the property of Buyer-
(i) DEFAULTS; ENFORCEMENT.
a. Defaults and Right to Cure. Failure or delay by either party
to timely perform any covenant of this Agreement constitutes a
default under this Agreement, but only if the party who so fails
or delays does not commence to cure, correct or remedy such
failure or delay within thirty (30) days after receipt of a written
notice specifying such failure or delay, and does not thereafter
prosecute such cure, correction or remedy with diligence to
completion. 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 thirty (30) 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.
b. Specific Performance. In addition to any other remedies
permitted by this Agreement, if either party defaults hereunder
by failing to perform any of its obligations herein, each party
agrees that the other shall be entitled to the judicial remedy of
specific performance, and each party agrees (subject to its
reserved right to contest whether in fact a default does exist) not
to challenge or contest the appropriateness of such remedy.
(j) MISCELLANEOUS.
a. Successors and.,Assigns. This Agreement shall be binding
upon the parties hereto and their respective heirs,
representatives, transferees, successors and assigns. The
transfer of all or any part of the interest of any party hereunder
in the Property shall not release Seller of their obligations under
this Agreement.
b, 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.
C. Qualification; Authorit . Each individual executing this
Agreement on behalf of a partnership or corporation represents
and warrants that such entity is duly formed and authorized to
do business in the State of California and that he or she is duly
authorized to execute and deliver this Agreement on behalf of
such partnership or corporation in accordance with authority
granted under the formation documents of such entity, and, if a
corporation, by a duly passed resolution of its Board of
Directors, that all conditions to the exercise of such authority
have been satisfied, and that this Agreement is binding upon
such entity in accordance with their respective terms. Upon
request of either party, Escrow Holder or Title Company, Buyer
and Seller agree to deliver such documents reasonably
necessary to evidence the foregoing.
d. Attorneys' Fees. In the event of any dispute between the
parties hereto arising out of the subject matter of this Agreement
or the Escrow, or in connection with the Property, the prevailing
party in such action shall be entitled to have and to recover from
the other party its actual attorneys' fees and other expenses and
costs in connection with such action or proceeding (including
expert witness fees) in addition to its recoverable court costs.
e. Interpretation; Governing 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.
f. 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.
g. 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.
h. 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.
i. 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.
j. Covenants to Survive Escrow. The covenants and
agreements contained herein shall survive the Close of Escrow
and, subject to the limitations on assignment contained in
Section 14.1 above, shall be binding upon and inure to the
benefit of the parties hereto and their representatives, heirs,
successors and assigns.
k. Consent of Parties. Whenever by the terms of this
Agreement the consent or approval of Buyer or Seller is to be
given, such consent or approval shall be evidenced by the
signature of one person designated for such purpose. Initially
such person for Seller shall be Lincoln Saul and such person for
Buyer shall be the Executive Director of Buyer. Such
designated persons may be changed by the party so
designating at any time by the delivery of a written notice to the
other party,
I. 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-
M. Notices. Any notice which either party may desire to give to
the other party or to the Escrow Holder 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; (III) twenty-four (24) hours after deposit before the daily
deadline time with a reputable overnight courier or service; or
(iv) upon receipt of a telecopy or fax transmission, provided a
hard copy of such transmission shall be thereafter delivered in
one of the methods described in the foregoing (i) through (iii); 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:
Mrs. Esther Levy
43755 Louisiana Street
Palm Desert CA 92211
With a copy to:
Bob Hughes
Hughes Properties
27 La Plaza
Palm Springs, CA 92262
Community Redevelopment Agency of
the City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
With a copy to:
DOUGLAS C. HOLLAND, ESQ.
Woodruff, Spradlin & Smart
701 South Parker Street, Suite 8000
Orange, CA 92868-4760
n. Election to Exchange. Buyer is aware that Seller intends to
perform an IRC Section 1031 tax deferred exchange. Seller
requests, and Buyer agrees, to provide Buyer's cooperation in
such an exchange. Buyer's approval shall not be unreasonably
withheld to an assignment of this contract by Seller to
accommodate such an exchange. Seller will hold Buyer
harmless from any and all claims, costs, liabilities, or delays in
time resulting from such an exchange.
c, Exhibits. Exhibits "A" and T," inclusive, attached hereto, are
incorporated herein by this reference.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement of Purchase and Sale of Real Property and Escrow
Instructions as of the date set forth above.
"SELLER"
ESTHER LEVY
"BUYER"
ATTEST:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS,
-- A public body, corporate and politic
Agency Secretary Executive Direc or
APPROV AS TO FORM �.> LT LL,w
Woo r pradlin & Smart
r
Douglas . Holland, Esq.
Agency Counsel
SCHEDULE OF EXHIBITS
EXHIBIT "A" LEGAL DESCRIPTION OF LAND
EXHIBIT "B" GRANT DEED
File No: 02952395
EXHIBIT Cell"
All that certain real property situated in the County of Riverside, State of
California, described as follows:
Parcel 1:
That portion of Black 24 of Palm Springs, in the City of Palm Springs, County of
Riverside, State of California, as per Map recorded in Book 9, page 432 of Maps,
San Diego County Records, described as follows:-
Beginning at a point of the West line of said Block, 254.00 feet North 000 08' 00"
West on the North line of Lemon Street, 66.00 feet wide, now known as Amado
Road, as shown on said Map;
Thence continuing North 009 08' 00" West, 40.15 feet on said West line;
Thence North 890 50' 00" East, 52.16 feet, parallel with the North line of said
Lemon Street;
Thence South 0000 50' 00" West 52.16 feet, parallel with said North line to the
Point of Beginning;
Said land is included within the area of a Map filed in Book 10, Pages 95 of
Record of Survey, in the Office of the County Recorder of said Riverside County.
Parcel 2:
A non-exclusive easement and right of way for ingress and egress, in, over and
across the North 9.85 feet of the West 52.16 feet of that portion of Block 24 of
Palm Springs, as per Map recorded in Book 9, page 432 of Maps, San Diego
County Records, described as follows:
Beginning at a point on the East line of Main Avenue, 80.00 feet wide, now
known as Palm Canyon Drive, being the West line of said Block, 254.00 feet
North of the North line of Lemon Street, 66,00 feet wide;
Thence North 50.00 feet on the West line of said Block;
Thence East 145.20 feet parallel with the North line of said Lemon Street;
Thence South 50.00 feet, parallel with said West line;
Thence West 145.20 feet, parallel with said North line, to the Point of Beginning.
Page 3
EXHIBIT "B"
GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
Space above this line for Recorder's Use
Order No.
Escrow No.
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
ESTHER LEVY hereby grants to the COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a public body, corporate and politic, 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 (the "Property").
The Property conveyed hereby is subject to (i) non-delinquent general and
special real property taxes and assessments; and (ii) matters of record.
Dated: 2006 Esther Levy
By:
STATE OF CALIFORNIA )
ss.
COUNTY OF RIVERSIDE )
On before me, Notary
Public, personally appeared
personally known to me (or 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 upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
File No: 02952395
EXHIBIT "A"
All that certain real property situated in the County of Riverside, State of
California, described as follows:
Parcel 1:
That portion of Block 24 of Palm Springs, in the City of Palm Springs, County of
Riverside, State of California, as per Map recorded in Book 9, page 432 of Maps,
San Diego County Records, described as follows:'
Beginning at a point of the West line of said Block, 254.00 feet North 00' 08' 00"
West on the North line of Lemon Street, 66.00 feet wide, now known as Amado
Road, as shown on said Map;
Thence continuing North 000 08' 00" West, 40.15 feet on said West line;
Thence North 890 50' 00" East, 52.16 feet, parallel with the North line of said
Lemon Street;
Thence South 0000 50' 00" West 52.16 feet, parallel with said North line to the
Point of Beginning;
Said land is included within the area of a Map filed in Book 10, Pages 95 of
Record of Survey, in the Office of the County Recorder of said Riverside County.
Parcel 2:
A non-exclusive easement and right of way for ingress and egress, in, over and
across the North 9.85 feet of the West 52.16 feet of that portion of Block 24 of
Palm Springs, as per Map recorded in Book 9, page 432 of Maps, San Diego
County Records, described as follows:
Beginning at a point on the East line of Main Avenue, 80.00 feet wide, now
known as Palm Canyon Drive, being the West line of said Block, 254.00 feet
North of the North line of Lemon Street, 66.00 feet wide;
Thence North 50.00 feet on the West line of said Block;
Thence East 145.20 feet parallel with the North line of said Lemon Street;
Thence South 50.00 feet, parallel with said West line;
Thence West 145.20 feet, parallel with said North line, to the point of Beginning.
Page 3
EXHIBIT `°C"
NON-FOREIGN AFFIDAVIT
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S.
real property interest must withhold tax if the transferor is a foreign person. To inform
the transferee that withholding of tax is not required upon disposition of a U.S. real
property interest by Esther Levy, a widow ("Transferor"), the undersigned hereby
certifies the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Internal Revenue Code and Income
Tax Regulations);
2. Transferor's U.S. employer identification or social security number is
and
3. Transferor's office address is
The undersigned understands that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.
Under penalties of perjury, we declare that we have examined this certification
and to the best of our knowledge and belief, it is true, correct, and complete, and we
further declare that we have authority to sign this document on behalf of Transferors-
Dated: 2006 Esther Levy, a
"Transferor"
Address of Property for Sale:
See legal description attached as Exhibit "A"