HomeMy WebLinkAbout9/19/2012 - STAFF REPORTS - 1.A. RESOLUTION NO. 6285
A RESOLUTION OF THE PLANNING COMMISSION OF <�
THE CITY OF PALM SPRINGS FINDING THAT THE SALE
OF TWO LOTS, LOCATED AT 4810 CAMINO PAROCELA
(FORMER PALM SPRINGS ANIMAL SHELTER) BY THE
CITY OF PALM SPRINGS CONFORMS TO THE GENERAL
PLAN.
WHEREAS, in 2007 the City of Palm Springs adopted a General Plan which
identifies the lands southwest of the intersection of Gene Autry Trail and Ramon Road,
including property at 4810 Camino Parocela, as Industrial; and
WHEREAS, the Industrial Land Use Designation is described in the General
Plan, as follows:
"Industrial uses typically include research and development parks, light
manufacturing, laboratories, and industrial services. Retail commercial uses and
offices shall be allowed as ancillary uses to the industrial use to encourage
projects that are self-sustaining. Industrial development is not a primary use
within the City, and any industrial use proposed should not detract from the City's
desire to be a premier resort community. Industrial uses adjacent to the airport
are also included in this designation, such as, but not limited to: aircraft sales,
service, repair and maintenance, washing, painting, storage, tie-down,
hangaring, fueling, flight and ground schools, rental and charter flights, car rental
facilities and all other uses that are customarily incidental to the operation of an
airport and airport-related businesses and activities. New and expanded
industrial uses within the City will expand the City's job base and are therefore
Important to the City's overall economic vitality and balance of land use.,,
and,
WHEREAS, Califomia Govemment Code Section 65402 requires that the Palm
Springs Planning Commission review any public disposition of property, including a sale
of property, and consider adoption of a Finding of Conformity with the adopted General
Plan, and
WHEREAS, on August 30, 2012, the Department of Planning Services received
a request from the Economic and Community Development Department for a Finding of
Conformity with the City's General Plan of the City's proposal to sell the two lots located
at 4810 Camino Parocela; and
WHEREAS, the Planning Commission has reviewed a staff report and other
materials, including public comments, on the matter; and
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Planninc immission Resolution No. 6285
Case 10.473—Sale of former Animal Shelter
WHEREAS, the Planning Commission has determined the sale conforms to the
Industrial Land Use category of the 2007 General Plan because the site is located
withiri�an established commercial A industrial district of buildings and vacant lots and
safe of the lots would make them available for development under the provisions of the
'General Plan's Industrial Land Use classification and the City's M-1 Zone; and
WHEREAS, the Planning Commission has identified the following policy from the
2007 City of Palm Springs General Plan which applies to the City's proposal and hereby
determines the following regarding this policy related to the proposed sale:
LU3.2 Promote opportunities for expansion and revitalization of industrial uses
within the City.
By relocating the animal shelter, the City has removed a non-industrial use (animal
control services) from an industrial area, thereby also removing any potentially adverse
affects of the animal shelter, such as noise. Further, the City has indicated that it has
no need for the property; therefore, its sale and future development under the General
Plan Industrial Land Use category (and under the M-1 Zone)would be an opportunity to
expand and revitalize the surrounding industrial area.
NOW THEREFORE, the Planning Commission of the City of Palm Springs does
hereby adopt a Finding of Conformity with the Palm Springs General Plan for the sale of
two lots located at 4810 Camino Parocela, formerly used as the Palm Springs Animal
Shelter.
ADOPTED this 12th day of September 2012.
AYES: 6, Munger, Weremiuk, Calerdine, Roberts, Vice Chair Hudson and
Chair Donenfeid
NOES: None
ABSENT: 1, Klatchko
ABSTENTIONS: None
ATTEST: CITY OF PALM SPRINGS, CALIFORNIA
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~C'9[�ppgN�P% CITY COUNCIL STAFF REPORT
DATE: September 19, 2012 PUBLIC HEARING
SUBJECT: SALE OF CERTAIN CITY-OWNED REAL PROPERTY CONSISTING OF
26,172 SQUARE FEET OF LAND AREA LOCATED 102.58 FEET WEST
OF GENE AUTRY TRAIL (4810 CAMINO PAROCELA), APNs: (690-
101-032 and 680-101-033) TO MICHAEL S. HOFFMAN, AS TRUSTEE
OF THE MICHAEL S. HOFFMAN LIVING TRUST, U/A DATED 08/04/94
FROM: David H. Ready, City Manager
BY: Community& Economic Development Department
SUMMARY
It is recommended that the City Council hold a Public Hearing to approve the
Agreement for Purchase and Sale for the sale of a City-owned 26,172 square feet
parcel with building located at 4810 Camino Parocela, the former City-owned Animal
Shelter. In October, 2011 the City opened a new animal shelter at another site,
leaving the property vacant and unused.
RECOMMENDATION:
1. APPROVE AN AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY FOR CERTAIN CITY-OWNED PROPERTY CONSISTING OF
26,172 SQUARE FEET OF LAND AREA LOCATED 102.58 FEET WEST OF
GENE AUTRY TRAIL (4810 CAMINO PAROCELA), APNs: (690-101-032 and
680-101-033) TO MICHAEL S. HOFFMAN, AS TRUSTEE OF THE MICHAEL S.
HOFFMAN LIVING TRUST, U/A DATED 08/04/94
2. AUTHORIZE THE CITY MANAGER TO EXECUTE ALL DOCUMENTS
RELATED TO THE TRANSACTION
STAFF ANALYSIS:
In November 2011 the City of Palm Springs received an offer from Michael S. Hoffman,
as Trustee of The Michael S. Hoffman Living Trust, U/A Dated 08/04/94 ('Buyer") on a
City-owned 26,172 square feet parcel with building, located 102.58 feet west of Gene
ItEMI NOr��
City Council Staff Report
September 19, 2012-- Page 2
Hoffman Purchase and Sale Agreement
Autry Trail on the north side of Camino Parocela (4810 Camino Parocela), the former
City-owned Animal Shelter. Mr. Hoffman is the owner of the adjacent properties and
intends to assemble the properties into a larger, developable site which will greatly
benefit that high-profile corner.
Council directed Staff to bring an Agreement for Purchase and Sale back at a regularly
scheduled meeting. Staff received an appraisal in February, 2012 from Scott Lidgard of
Lidgard & Associates, appraisers.
California Government Code Section 37421 et. seq. requires that the City first set a date
of the public hearing at which the public may make testimony regarding the sale. The
Council approved a resolution on September 5, 2012 setting the Public Hearing date for
September 19, 2012.
This action is the third part of a three-step process in selling City-owned parcels: (1)
Council directs the negotiator as to price and terms in Closed Session; (2) Council
adopts a resolution expressing its intention to sell the property and setting the date of
the Public Hearing, and the City publishes a notice of Public Hearing; and (3) Council
approves the Agreement for Purchase and Sale of Real Property, as well as a
resolution accepting the terms of the sale.
In addition, the Planning Commission reviewed the proposed sale to make a
determination of General Plan consistency at its meeting of September 12, 2012.
The price for the property of $140,000 meets the fair market value standard and the
process meets the requirements of City Council Resolution 14527, which requires that
the City sell all land at fair market value. The sale of this parcel meets the other tests of
Resolution 14527:
1. There is no foreseeable present or future use of the property for City purposes.
2. The property cannot be leased or rented for its highest and best use at fair
market rental.
3. The City's need for immediate liquidation, for cash, of such property -- at its fair
market value -- is greater than its need for developing continuing revenue for the
lease of uch property
\1Y DYtVXIJ�L . /II/
Jo n Ray on Director Tom Wilson, Msistant City Manager
David H. Ready, City Ma
Attachments: Public Hearing Notice
Agreement for Purchase and Sale of Real Property
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NOTICE OF PUBLIC HEARING
CITY COUNCIL
CITY OF PALM SPRINGS
SALE OF CITY OWNED REAL PROPERTY LOCATED AT
4810 CAMINO PAROCELA, PALM SPRINGS
NOTICE IS HEREBY GIVEN that the City of Palm Springs, California (the "City'), will hold a public
hearing at its meeting of September 19, 2012. The City Council Meeting begins at 6pm, in the Council
Chamber at City Hall, 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262.
The purpose of this hearing is to approve with the sale of a City-owned 26,172 square foot parcel with
building located at 4810 Camino Parocela, the former City-owned Animal Shelter, 102.58 feet west of
Gene Autry Trail on the north side of Camino Parocela, APNs: (690-101-032 and 690-010-033) to
Michael S. Hoffman, as Trustee of Michael S. Hoffman Living Trust, U/A dated, August 4, 1994, in the
amount of $140,000. To approve the sale of the real property, the City is required to hold a Public
Hearing to receive public input on the matter.
All interested persons are invited to attend the public hearing and express opinions on the item listed
above. At any time not later than the hour set for the hearing, any person(s) may file a written
statement or a written protest to the sale, with the City Clerk at the address below.
REVIEW OF PROJECT INFORMATION: The Staff Report and other supporting documents regarding
this matter are available for public review at the City Hall between the hours of 8am and 6pm, Monday
through Thursday. Please contact the City Clerks Department at 760.323.8204 for a scheduled
appointment to review these documents.
COMMENT ON THIS PROJECT: Response to this notice can be made verbally at the Public Hearing
and/or in writing before the hearing. Written comments can be made to the City Council by letter (for
mail or hand delivery)to:
James Thompson, City Clerk
3200 E. Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, CA 92262-2743
Any challenge of the proposed action in court may be limited to raising only those issues raised at the
public hearing described in this notice, or in written correspondence delivered to the City Clerk at, or
prior, to the public hearing. (Government Code Section 65009(b)(2)).
An opportunity will be given at said hearing for all interested persons to be heard. Questions regarding
this case may be directed to John Raymond, Community & Economic Development Director at
John.Raymond@,palmspringsca.gov , or 760.323.8228/TDD 760.864.9527.
Si necesita ayuda con esta carta, porfavor Ilame a la Ciudad de Palm Springs y puede hablar
con Nadine Fieger telefono 760-322-8364, Ext 8758.
James Thompson, City Clerk
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[4810 Camino Parocela]
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS ("AA eement") is made
as of 2012 (the "Effective Date"), by and between THE CITY OF PALM
SPRINGS, a California charter city ("Seller"), and MICHAEL S. HOFFMAN, as Trustee of
THE MICHAEL S. HOFFMAN LIVING TRUST, U/A DATED 08/04/94 (`Buyer"), as
follows:
1. Purchase and Sale. Upon all the terms and conditions contained herein, Buyer
hereby agrees to purchase from Seller and Seller agrees to sell to Buyer the following:
(a) That certain real property consisting of approximately 26,172 square feet
of land area located 102.58 feet west of Gene Autry Trail on the north side of Camino Parocela
(4810 Camino Parocela), Palm Springs, California, including all structures and improvements on
the property and more particularly described on Exhibit A attached hereto and incorporated
herein by this reference, together with any and all of Seller's right, title and interest in and to the
rights and appurtenances pertaining to such property(collectively, the "Land"); and
2. Opening of Escrow. Within two (2)business days following the mutual execution
and delivery of this Agreement, Seller and Buyer shall open an escrow (the "Escrow") with
Coachella Valley Escrow, 901 N. Palm Canyon Drive #107, Palm Springs, CA 92262; Attn: Julie
Eckstrom, ("Escrow Holder') by delivering a fully executed copy of this Agreement to Escrow
Holder. Escrow Holder was selected through the City's Escrow Company Rotation Program.
Escrow Holder will execute copies of this Agreement and return fully executed copies hereof to
Buyer and Seller when Escrow has opened. Escrow shall be deemed open upon Escrow Holder's
execution hereof. Seller and Buyer agree to execute such additional and supplementary escrow
instructions as may be appropriate to enable Escrow Holder to comply with the terms of this
Agreement; provided, however, that in the event of any conflict or inconsistency between the
terms and provisions of this Agreement and the terms and provisions of any supplementary
escrow instructions, the terms and provisions of this Agreement shall control.
3. Purchase Price. The total purchase price (the "Purchase Price") for the Property
shall be One Hundred Forty Thousand ($140,000.00) Dollars. The Purchase Price shall be
payable as follows:
(a) Deposit. Within two (2) business days following the opening of Escrow,
Buyer shall deposit into Escrow by wire transfer or cashier's check cash in the amount of Ten
Thousand Dollars ($10,000.00) (together with any interest earned thereon, collectively, the
"Deposit'). Escrow Holder shall hold the Deposit in an interest-bearing demand account
selected by Escrow Holder, with interest accruing thereon, while held by Escrow Holder, to be
credited to the Purchase Price upon Closing. Provided this Agreement has not previously been
terminated, upon the expiration of the Due Diligence Period, the Deposit shall be non-refundable
to Buyer(except as otherwise provided in this Agreement).
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(b) Cash at Closine. The remainder of the Purchase Price shall be deposited
into Escrow, in cash or by wire transfer of immediately available federal funds, by Buyer no later
than the Closing Date.
4. Costs and Prorations.
(a) Escrow and Title Fees. Buyer and Seller shall each pay one-half(1/2) of
the Escrow fees. Seller shall bear the cost of (i) all documentary transfer taxes, and (ii) the
premium which would be required for an ALTA Standard Coverage Owner's Policy of Title
Insurance With Regional Exceptions if issued by the Title Company (as defined below) insuring
Buyer in the amount of the Purchase Price. Buyer shall bear the cost of (i) any increased
premium attributable to endorsements and the delivery of an extended coverage ALTA Owner's
Policy of Title Insurance (and any survey costs in connection therewith), and (ii) the cost of
recording the Grant Deed (as defined below). All other costs or expenses not otherwise provided
for in this Agreement shall be apportioned or allocated between Buyer and Seller in the manner
customary in Riverside County, California. Buyer and Seller shall each pay the cost of its own
legal and accounting fees.
(b) Taxes and Assessments. All current real property taxes, recurring
assessments, and all payments on general and special bonds and assessments on the Property
shall be prorated through Escrow between Buyer and Seller as of Closing based upon the latest
available tax information, using the customary escrow procedures. Any taxes levied under the
Supplemental Tax Roll and attributable to the period prior to Closing shall be paid by Seller, and
any such taxes attributable to the period from and after Closing shall be paid by Buyer. To the
extent that information required to compute any prorations or adjustments of real estate taxes,
recurring assessments and/or payments on general and special bonds is not available at Closing,
Seller and Buyer shall make all necessary adjustments by appropriate payments between
themselves within thirty (30) days after such information is available to the parties, which such
obligation of Buyer and Seller herein shall survive the Closing.
5. Buyer's Diligence.
(a) Title Review.
(i) Within five (5) days after the opening of Escrow, Escrow Holder
shall deliver to Buyer a current preliminary title report (the "Preliminary Report") for the
Property issued by Escrow Holder (in its capacity as the title company, the "Title Company"),
including all schedules and exhibits thereto and together with true and correct copies of all
instruments giving rise to any exceptions to title to the Property. Buyer shall have until 5:00
p.m. Los Angeles time on that date which is thirty (30) days following the opening of Escrow
(the "Title Diligence Period") to review and object to any exceptions to title shown on the
Preliminary Report. Buyer shall notify Seller in writing (the "Title Notice") prior to the
expiration of the Title Diligence Period which exceptions to title (including survey matters), if
any, are not acceptable to Buyer, in its sole discretion. If Buyer fails to notify Seller in writing of
any exceptions to title prior to the expiration of the Title Diligence Period, then Buyer shall be
deemed to have approved the condition of title to the Property. If Buyer timely notifies Seller in
writing that Buyer objects to any exceptions to title, then Seller shall have until four (4) business
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days after Seller's receipt of the Title Notice to notify Buyer in writing ("Seller's Title Notice")
that Seller(A) will cause such objectionable exceptions to be removed from title on or before the
Closing; or (B) elects not to cause such exceptions to be removed. If Seller fails to notify Buyer
in writing of its election within said four (4) business day period, then Seller shall be deemed to
have elected not to cause such exceptions to be removed from title. If Seller elects (or is deemed
to have elected) not to cause such exceptions to be removed from title, then Buyer shall advise
Seller in writing within three (3) business days after Seller's election (or deemed election)
whether Buyer will (1) nevertheless proceed with the purchase and take title to the Property
subject to such exceptions, or (2) terminate this Agreement, in which event the provisions of
Section 8 below shall apply. Buyer's failure to timely respond shall be deemed an election to
proceed with the purchase and take title to the Property subject to such exceptions.
(ii) Seller shall not be obligated to cause any matters listed as
exceptions on the Preliminary Report to be removed, except for(A) such matters as Seller agrees
in writing to remove as set forth above and (B) any monetary encumbrances, all of which are
hereby specifically disapproved by Buyer, and Seller agrees shall be paid off and removed from
title by Seller prior to Closing. If Seller fails to remove any such monetary lien prior to Closing,
then Escrow Holder shall apply such portion of the Purchase Price as is necessary to cause the
removal of such items at or prior to Closing, and the proceeds of Escrow to be otherwise
distributed to Seller upon Closing shall be reduced by the amount so applied. In addition, during
the period from the Effective Date until the Closing, Seller shall not, without Buyer's prior
written approval, cause or permit any additional liens or encumbrances which would be binding
on or affect the Property or any owner thereof after the Closing.
(b) Property Studies.
(i) Buyer shall have until 5:00 p.m. Los Angeles time on that date
which is sixty (60) days following the opening of Escrow (the "Due Diligence Period") to enter
upon the Property, at reasonable times after the giving of at least forty-eight (48) hours' notice to
Seller, for the purpose of conducting soil, engineering and other tests, and to undertake any other
inspections or investigations as Buyer may deem necessary and desirable to assess the
development of the Property in the manner contemplated by Buyer and the cost of any such tests,
inspections or investigations shall be home solely by Buyer. Buyer hereby agrees to indemnify,
defend and hold Seller harmless from any and all claims, causes of action, losses, damages,
costs, liabilities and expenses, including, without limitation, reasonable attorneys' fees (and
those fees incurred upon any appeals) and court costs incurred or suffered by Seller arising out
of, or resulting from, the entry onto or the inspection of the Property by Buyer or its agents or
consultants. The foregoing obligation of Buyer shall survive the Closing or earlier termination
of this Agreement. Seller shall make available for inspection by Buyer at Seller's offices, during
normal business hours after reasonable notice, all materials in Seller's possession relating to the
Property (except for any confidential or proprietary materials such as Seller's financial analyses
with respect to the Property) including, to the extent any, all soils reports, hazardous materials
studies, hydrology studies, grading plans, compact reports, geological studies, existing access
and improvement plans and existing surveys (the"Due Diligence Materials").
(ii) Buyer shall have the right to approve or disapprove_ of its
acquisition of the Property, in its sole and absolute discretion, prior to the expiration of the Due
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Diligence Period. In the event Buyer approves of the Property, Buyer shall have the right, at any
time prior to the expiration of the Due Diligence Period, to give written notice to Seller and
Escrow Holder of Buyer's approval of the Property and election to proceed with the Closing (the
"Approval Notice"). If Buyer disapproves of the Property or fails to timely provide an Approval
Notice prior to the expiration of the Due Diligence Period(which such failure shall be deemed an
election by Buyer to disapprove the purchase of the Property), this Agreement shall
automatically terminate and the provisions of Section 8 below shall apply.
6. Intentionally Omitted.
7. Conditions to Closing.
(a) Conditions in Favor of Buver. The Closing is conditioned upon the
satisfaction, or waiver in writing by Buyer, of the conditions set forth below in this Section 7(a),
which such conditions are for the benefit of Buyer. If any of such conditions are not satisfied
(and are not waived in writing by Buyer), Buyer shall have the right to terminate this Agreement,
in which event the provisions of Section 8 below shall apply.
(i) All representations and warranties of Seller shall be true and
correct in all material respects as of the Close of Escrow;
(ii) Seller shall have performed all of the obligations required to be
performed by Seller under this Agreement;
(iii) No material change shall have occurred with respect to the
Property since the expiration of the Due Diligence Period; and
(iv) Title Company is prepared or committed to deliver to Buyer an
ALTA Standard Coverage Owner's Policy of Title Insurance dated as of Closing, subject to only
the matters set forth below. If Buyer requires an extended coverage ALTA Owner's Policy of
Title Insurance or endorsements, Buyer shall notify Escrow Holder of such requirement and
deliver to Escrow Holder, at Buyer's sole cost and expense and in a timely manner so as to not
delay the Closing, an ALTA survey adequate for the issuance of such ALTA extended coverage
policy. The title policy shall insure Buyer in an amount equal to the Purchase Price, and show
title vested in Buyer subject only to:
(A) The usual printed title company exceptions;
(B) All exceptions shown on the Preliminary Report, other than those
exceptions, if any, which Seller has agreed or is required to eliminate or cure on or prior to the
Closing Date pursuant to Section 5(a) above(including, all monetary encumbrances);
(C) Any exceptions resulting from Buyer's entry upon the Property or
otherwise created by Buyer; and
(D) All other exceptions approved in writing by Buyer.
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(b) Conditions in Favor of Seller. The Closing is conditioned upon the
satisfaction, or waiver in writing by Seller, of the conditions set forth below in this Section 7(b),
which such conditions are for the benefit of Seller. If any of such conditions are not satisfied
(and are not waived in writing by Seller), Seller shall have the right to terminate this Agreement,
in which event the provisions of Section 8 below shall apply.
(i) All representations and warranties of Buyer shall be true and
correct in all material respects as of the Close of Escrow; and
(ii) Buyer shall have performed all of the obligations required to be
performed by Buyer under this Agreement.
8. Effect of Termination. In the event Buyer or Seller shall elect to terminate (or
shall be deemed to have elected to terminate) this Agreement in accordance with the terms and
provisions hereof where this Section 8 is specifically referred to, the electing party shall send
written notice thereof to the other party and Escrow Holder. Upon receipt of such notice, then
except as otherwise expressly provided herein (including, without limitation, pursuant to Section
13 below), (i) Seller shall return any disbursed portion of the Deposit to Buyer, (ii) Escrow
Holder shall return any undisbursed portion of the Deposit to Buyer and any documents held by
Escrow Holder to the parties depositing the same, (iii) all title and Escrow cancellation charges,
if any, shall be paid equally by Buyer and Seller, and (iv) upon return of such funds and
documents by Escrow Holder and the applicable party, except for such obligations of the parties
which expressly survive the termination of this Agreement, the parties hereto shall have no
further rights or obligations under this Agreement, which shall be deemed cancelled for all
purposes.
9. Closing of Escrow.
(a) The closing (the "Closin¢' or"Close of Escrow") of the purchase and sale
of the Property shall take place through Escrow within sixty (60) days following the expiration
of the Due Diligence Period, on a date mutually acceptable to Buyer and Seller (subject to
satisfaction or written waiver by the applicable party of the conditions set forth in Sections 7(a)
and 7(b) above) (the "Closing Date"). Notwithstanding the foregoing, Buyer shall have two (2)
options to extend the Closing Date for a period of thirty (30) days each, by providing Seller with
written notice thereof not less than two (2) business days prior to the then-scheduled Closing
Date and depositing with Escrow Holder the additional amount of Ten Thousand Dollars
($10,000.00) for each option (together with interest earned thereon, collectively, the "Closing
Extension Deposits" and each a "Closing Extension Deposit"), which such Closing Extension
Deposit(s), when made, shall be non-refundable, except in the event of a default by Seller
hereunder or the failure of one or more conditions to Closing, but shall be applied against the
Purchase Price at the Closing.
(b) At Closing, Seller and Buyer shall each perform the obligations set forth
in, respectively, Sections 10(a) and 10(b) below, the performance of which obligations shall be
concurrent conditions. When all required funds and instruments have been deposited into
Escrow by the appropriate parties and when all other conditions to Closing have been satisfied
(or waived in writing), Escrow Holder shall record the Grant Deed. Immediately after the
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Closing, Escrow Holder shall (i) deliver to Seller the Purchase Price (less all other sums and
charges to be paid by Seller hereunder and the previously released Deposit), and (ii) deliver to
Seller and to Buyer conformed copies of the Grant Deed.
10. Documents and Sums Required at Closing.
(a) Seller's Obligations. At or prior to Closing, Seller shall deliver, or cause
to be delivered, to Buyer through Escrow:
(i) a duly executed and notarized grant deed (the "Grant Deed") in the
form attached hereto as Exhibit B, conveying the Property to Buyer;
(ii) if applicable, a FIRPTA certificate along with any applicable State
or local law equivalent in the forms customarily used by the Title Company duly executed by
Seller;
(iii) an executed closing statement reasonably acceptable to Seller; and
(iv) such additional documents as shall be reasonably required by
Escrow Holder to consummate the transaction contemplated by this Agreement.
(b) Buyer's Obligations. At or prior to Closing, Buyer shall deliver to Seller
through Escrow:
(i) by wire transfer or a cashier's check, funds equal to all sums to be
paid by Buyer and delivered to Escrow Holder under this Agreement, including the balance of
the Purchase Price and Buyer's share of costs and prorations;
(ii) a duly executed Assignment;
(iii) an executed closing statement reasonably acceptable to Buyer; and
(iv) such additional documents as shall be reasonably required by
Escrow Holder to consummate the transaction contemplated by this Agreement.
11. Remedies.
(a) BUYER'S FAILURE. IF ESCROW DOES NOT CLOSE DUE TO
BUYER'S FAILURE TO DEPOSIT ANY REQUIRED SUMS BY THE PRESCRIBED TIME
OR TO PERFORM ANY OTHER ACT WHEN DUE HEREUNDER, WHICH FAILURE
SHALL BE DEEMED A MATERIAL BREACH OF A CONDITION PRECEDENT, AND
PROVIDED SELLER IS NOT IN DEFAULT UNDER THIS AGREEMENT, THEN SELLER,
AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT AND RETAIN THE DEPOSIT THEN HELD BY ESCROW HOLDER
OR SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT AS LIQUIDATED
DAMAGES, WHICH AMOUNT IS THE BEST ESTIMATE BY THE PARTIES OF THE
DAMAGES SELLER WOULD SUFFER FROM SUCH BREACH, IT BEING AGREED
THAT IT IS EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE AND IMPRACTICABLE, TO
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FIX THE EXACT AMOUNT OF DAMAGE WHICH WOULD BE INCURRED BY SELLER
AS A RESULT OF SUCH DEFAULT BY BUYER. THEREUPON ESCROW SHALL BE
CANCELED AS PROVIDED ABOVE, THIS AGREEMENT SHALL TERMINATE, AND
THE PROVISIONS OF SECTION 8 SHALL APPLY; PROVIDED, HOWEVER, BUYER
SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES.
Buyer's Initials Seller's Initials
(b) Seller's Failure. In the event of a breach by Seller of this Agreement,
then, provided Buyer is not in default under this Agreement, Buyer may, as its sole and exclusive
remedy, either(i) terminate this Agreement by giving Seller and Escrow Holder written notice of
such election at any time prior to Closing and seek reimbursement from Seller of Buyer's actual,
out-of-pocket costs and expenses in connection with the transaction contemplated by this
Agreement, or (ii) enforce specific performance of this Agreement. In the event Buyer elects to
terminate this Agreement, then the provisions of Section 8 shall apply, except that all title and
Escrow cancellation charges, if any, shall be paid by Seller.
12. Further Documents and Acts. Each of the parties hereto agrees to cooperate in
good faith with each other, and to execute and deliver such further documents and perform such
other acts as may be reasonably necessary or appropriate to consummate and carry into effect the
transactions contemplated under this Agreement.
13. Representations, Warranties and Covenants of Buver.
(a) Organization and Authority. Buyer has been duly organized and is validly
existing under the laws of the State of California. Buyer has the full right and authority to enter
into this Agreement, and to consummate or cause to be consummated the transaction
contemplated by this Agreement. The persons signing this Agreement on behalf of Buyer are
authorized to do so.
(b) Authorization. This Agreement has been, and on the Closing Date, all
documents to be executed by Buyer hereunder will have been, duly authorized, executed and
delivered by Buyer, and constitute and will constitute the valid and binding obligations of Buyer
enforceable against it in accordance with their respective terms.
(c) No Consents Required. No consent, approval or other authorization of, or
registration, declaration or filing with, any governmental authority or other third party is required
for the due execution and delivery of this Agreement, and/or any of the documents to be
executed by Buyer hereunder, or for the performance by or the validity or enforceability thereof
against Buyer.
(d) As Is, Where Is. Buyer represents and warrants that it is acquiring the
Property "AS IS, WHERE IS" and "WITH ALL FAULTS" without representation or warranty
of any kind by Seller(except as expressly set forth in Section 16 below), expressed or implied by
Seller, by operation of law, or otherwise, as to the physical, environmental or other condition of
the Property.
10
7
14. Representations, Warranties and Covenants of Seller.
(a) Organization and Authority. Seller has the full right and authority to enter
into this Agreement, and to consummate or cause to be consummated the transaction
contemplated by this Agreement. The persons signing this Agreement on behalf of Seller are
authorized to do so.
(b) Authorization. This Agreement has been, and on the Closing Date, all
documents to be executed by Seller hereunder will have been, duly authorized, executed and
delivered by Seller, and constitute and will constitute the valid and binding obligations of Seller
enforceable against it in accordance with their respective terms.
(c) No Consents Required. Seller is the fee simple owner of the Property and
has the full right and authority to enter into this Agreement, and to consummate or cause to be
consummated the transaction contemplated by this Agreement. No consent, approval or other
authorization of, or registration, declaration or filing with, any governmental authority or other
third party is required for the due execution and delivery of this Agreement, and/or any of the
documents to be executed by Seller hereunder, or for the performance by or the validity or
enforceability thereof against Seller.
15. Condemnation. If at any time prior to Closing all or any substantial portion of the
Land is condemned or legal proceedings are commenced under the power of eminent domain,
Seller shall promptly give Buyer written notice of the same ("Condemnation Notice"). In the
event of the foregoing, Buyer shall have the right to terminate this Agreement by written notice
to Seller and Escrow Holder given no later than five (5) days after Buyer's receipt of such
Condemnation Notice (and, if applicable, the Closing Date shall be extended to the extent
necessary to provide Buyer with the full five (5) day period to make such election), in which
event the provisions of Section 8 shall apply. If Buyer fails to timely terminate this Agreement
within such five (5) day period, Buyer shall be deemed to have elected to proceed with the
purchase of the Property, in which event the parties shall proceed to Closing and Seller shall
assign and turn over and Buyer shall be entitled to receive and keep all of Seller's right, title and
interest in and to any proceeds in connection with such condemnation or other legal proceedings
to the extent relating to the Land.
16. Broker's Commission. Seller agrees that shall each pay Broker the sum of Three
Percent (3.00%) of the Purchase Price at the Close of Escrow. Broker is John Stiles, Sperry Van
Ness, 2066 Tamarisk Road, Palm Springs, CA 92262.
17. Waiver, Consent and Remedies. Each provision of this Agreement to be
performed by either party shall be deemed both a covenant and a condition and shall be a
material consideration for the other party's performance hereunder, and any breach of this
Agreement by either parry shall be deemed a material default hereunder. Either party may
specifically and expressly waive in writing any portion of this Agreement or any breach thereof,
but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding
breach of the same or any other provision. A waiving party may at any time thereafter require
further compliance by the other party with any breach or provision so waived. The consent by
one party to any act by the other for which such consent was required shall not be deemed to
8
13
imply consent or waiver of the necessity of obtaining such consent for the same or any similar
acts in the future. No waiver or consent shall be implied from silence or any failure of a party to
act, except as otherwise specified in this Agreement. All rights, remedies, undertakings,
obligations, options, covenants, conditions and agreements contained in this Agreement shall be
cumulative and no one of them shall be exclusive of any other. Except as otherwise specified
herein, either party may pursue any one or more of its rights, options or remedies hereunder or
may seek damages or specific performance in the event of the other party's breach hereunder, or
may pursue any other remedy at law or equity, whether or not stated in this Agreement.
18. Attorneys' Fees. In the event of any action or proceeding instituted between
Seller, Buyer and/or Escrow Holder in connection with this Agreement, then as between Buyer
and Seller the prevailing party shall be entitled to recover from the losing party all of its costs
and expenses, including, without limitation, court costs, all costs of appeals and reasonable
attorneys' fees.
19. Notices. Any notice, request, demand, consent, approval or other communication
(collectively, "Notice") required or permitted hereunder or by law shall be validly given or made
only if in writing and delivered in person to an officer or duly authorized representative of the
other party or deposited in the United States mail, duly certified or registered (return receipt
requested), postage prepaid, or delivered by Express Mail or the U.S. Postal Service or Federal
Express or any other courier guaranteeing overnight delivery, charges prepaid. Any Notice may
also be transmitted by telecopy (provided such notice is also delivered by one of the other
methods provided herein). All Notices shall be addressed to the party for whom intended, as
follows:
If to Seller: City of Palm Springs
3200 E. Tabquitz Canyon Way
Palm Springs, CA 92263-2743
Attn: City Manager
Fax No.: 760.323.8207
If to Buyer: The Michael S. Hoffman Living Trust U/A 08/04/94
650 S. Eugene Rd.
Palm Springs, CA 92264
Attn: Michael S. Hoffman, Trustee
Tel No.: (760) 327-1917
If to Escrow Holder: Coachella Valley Escrow
901 N. Palm Canyon Dr., #107
Palm Springs, CA 92262
Attn: Julie Eckstrom, Escrow Officer
Fax No.: (760) 325-7324
Any party may from time to time, by written notice to the other, designate a different address
which shall be substituted for that specified above. If any notice or other document is sent by
mail as aforesaid, the same shall be deemed fully delivered and received forty-eight (48) hours
after mailing as provided above. Any notice or other document sent by overnight service shall
12
9
be deemed delivered one (1)business day after delivery of the same, charges prepaid, to the U.S.
Postal Service or private courier. If any notice is sent by telecopy, the same shall be deemed
served or delivered upon confirmation of transmission thereof. Any notice or other document
sent by any other manner shall be effective only upon actual receipt thereof.
20. Entire Agreement. This Agreement and its exhibits constitute the entire
agreement between the parties hereto pertaining to the subject matter hereof, and the final,
complete and exclusive expression of the terms and conditions thereof. All prior agreements,
representations, negotiations and understandings of the parties hereto, oral or written, express or
implied, are hereby superseded and merged herein.
21. Captions. The captions used herein are for convenience only and are not a part of
this Agreement and do not in any way limit or amplify the terms and provisions hereof.
22. Incorporation. The Recitals and Exhibits attached hereto are hereby incorporated
in this Agreement.
23. Governing Law. This Agreement and the exhibits attached hereto have been
negotiated and executed in the State of California and shall be governed by and construed under
the laws of the State of California.
24. Invalidity of Provision. If any provision of this Agreement as applied to either
party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason, the same shall in no way affect (to the maximum extent
permissible by law) any other provision of this Agreement, the application of any such provision
under circumstances different from those adjudicated by the court, or the validity or
enforceability of this Agreement as a whole; provided that the invalidity or unenforceability of
such provision does not materially adversely affect the benefits accruing to any party hereunder.
25. Amendments. No addition to or modification of any provision contained in this
Agreement shall be effective unless fully set forth in writing by both Buyer and Seller.
26. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute but one and the
same instrument.
27. Bindinn2 Agreement. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, successors and
assigns.
28. Business Days. As used herein, the term "business day" shall mean any day other
than a Saturday, Sunday, or any federal or State of California holiday. If any period expires on a
day which is not a business day or any event or condition is required by the terms of this
Agreement to occur or be fulfilled on a day which is not a business day, such period shall expire
or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding
business day.
13
10
29. Construction. The parties acknowledge that each party and its counsel have
reviewed and approved this Agreement and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
30. IRS Form 1099-5. For purposes of complying with Section 6045 of the Intemal
Revenue Code of 1986 ("Code"), as amended, Escrow Holder shall be deemed the "person
responsible for closing the transaction," and shall be responsible for obtaining the information
necessary to file with the Internal Revenue Service Form 1099-5, "Statement for Recipients of
Proceeds From Real Estate, Broker and Barter Exchange Transactions."
31. No Third Party Beneficiary. The provisions of this Agreement and of the
documents to be executed and delivered at Closing are and will be for the benefit of Seller and
Buyer only and are not for the benefit of any third party; and, accordingly, no third party shall
have the right to enforce the provisions of this Agreement or of the documents to be executed
and delivered at Closing.
35. Additional Buyer Obligation. Once the Escrow has closed, then Buyer shall, at
Buyer's sole cost and expense, remove all kennels and exterior structures and maintain the site in
a clean, well-maintained condition until such time as the Buyer is issued a building permit for the
demolition and construction of a Commercial Development.
[Signature Page Follows]
14
11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
SELLER:
CITY OF PALM SPRINGS,
a California charter city
By:
Name:
ts:
Approved as to form:
City Attorney
BUYER:
THE MICHAEL S. HOFFMAN LIVING TRUST
U/A 08/04/1994,
By:
Name:
Its:
Escrow Holder hereby certifies that Escrow opened as of the_day of
2012 as Escrow Number#031360-JE
COACHELLA VALLEY ESCROW COMPANY
By:
Its:
15
12
LIST OF EXHIBITS
EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY
EXHIBIT B FORM GRANT DEED
16
13
[4810 Camino Parocela]
EXHIBIT A
LEGAL DESCRIPTION OF LAND
The Land is that certain real property located in the City of Palm Springs, County of Riverside,
State of California, described as follows:
THAT PORTION OF PARCEL 1, PER MAP RECORDED IN BOOK 1, PAGE 53 OF MAPS,
IN THE COUNTY RECORDS OF RIVERSIDE COUNTY, CALIFORNIA
APN 680-101-032 AND 680-101-033
17
[4810 Camino Parocela]
EXHIBIT B
FORM OF GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO,
AND MAIL TAX STATEMENTS TO:
(Space Above Line for Recorder's Use Only)
The undersigned grantor declares:
Documentary Transfer Tax not shown
pursuant to Section 11932 of the
California Revenue and Taxation Code
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
THE CITY OF PALM SPRINGS, a California charter city ("Grantor"), hereby GRANTS to
THE MICHAEL S. HOFFMAN LIVING TRUST U/A 08/04/ ("Grantee"), the following
described real property (the "Property") in the City of Palm Springs, County of Riverside, State
of California:
See legal description attached hereto at Exhibit A.
SUBJECT TO:
1. Nondelinquent real property taxes and all unpaid, nondelinquent general
and special bonds or assessments.
2. All covenants, conditions, restrictions, reservations, rights, rights of way,
easements, encumbrances, liens and title matters of record or which would be discovered by an
accurate survey or physical inspection of the Property as of the date hereof.
[Signatures on Following Page]
is
IN WITNESS WHEREOF, the undersigned has executed this document as of the
day and year indicated.
Dated:
GRANTOR:
CITY OF PALM SPRINGS,
a California charter city
By:
Name:
Its:
STATE OF CALIFORNIA )
)ss.
COUNTY OF )
On before me, , a Notary
Public personally appeared , who proved
to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
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 official seal.
Notary Public (SEAL)
2
19
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION
The Land is that certain real property located in the City of Palm Springs, County of Riverside,
State of California, described as follows:
THAT PORTION OF PARCEL 1, PER MAP RECORDED IN BOOK 1, PAGE 53 OF MAPS,
IN THE COUNTY RECORDS OF RIVERSIDE COUNTY, CALIFORNIA
APN 680-101-032 AND 680-101-033
20
3
[4810 Camino Parocelal
SEPARATE STATEMENT OF
DOCUMENTARY TRANSFER TAX
County Recorder
Riverside County
Dear Sir:
In accordance with California Revenue and Taxation Code Section 11932, it is
requested that this Statement of Documentary Transfer Tax due not be recorded with the attached
deed,but be affixed to the deed after recordation and before return as directed on the deed.
The deed names THE CITY OF PALM SPRINGS, a California charter city, as
Grantor, and THE MICHAEL S. HOFFMAN LIVING TRUST U/A 08/04/94, as Grantee. The
land and improvements being transferred are located in the City of Palm Springs, County of
Riverside, State of California.
The amount of the documentary transfer tax due on the attached deed is
Dollars ($ ), computed on the
full value of the property described.
Very truly yours,
a
By:
Name:
Its:
21
[4810 Camino Parocela]
EXHIBIT A
LEGAL DESCRIPTION
The Land is that certain real property located in the City of Palm Springs, County of Riverside,
State of California, described as follows:
THAT PORTION OF PARCEL 1, PER MAP RECORDED IN BOOK 1, PAGE 53 OF MAPS,
IN THE COUNTY RECORDS OF RIVERSIDE COUNTY, CALIFORNIA
APN 680-101-032 AND 680-101-033
22
CITY OF PALM SPRINGS
PUBLIC HEARING, NOTIFICATION
•�HwHP`
City Council
Meeting Date: September 19, 2012
Subject: Sale of City Owned Real Property Located At 4810 Camino Parocela,
Palm Springs
AFFIDAVIT OF PUBLICATION
I, James Thompson, City Clerk, of the City of Palm Springs, California, do hereby certify
that a copy of the attached Notice of Public Hearing was published in the Desert Sun on
September 12, 2012.
1 declare under penalty of perjury that the foregoing is true and correct.
roes Thompson
City Clerk
AFFIDAVIT OF POSTING
I, Cynthia A. Berardi, Deputy City Clerk, of the City of Palm Springs, California, do hereby
certify that a copy of the attached Notice of Public Hearing was posted at City Hall, 3200 E.
Tahquitz Canyon Drive, on the exterior legal notice posting board, and in the Office of the
City Clerk and on September 6, 2012.
1 declare under penalty of perjury that the foregoing is true and correct.
-, d /�—
Cynthia A. Berardi, CMC
Deputy City Clerk
AFFIDAVIT OF POSTING
I, Dale Cook, Community Development Administrator, of the City of Palm Springs,
California, do hereby certify that a copy of the attached Notice of Public Hearing was
posted in three conspicuous places on parcel number 690-101-032 and three conspicuous
places on parcel number 690-010-033 on September 6, 2012.
1 declare unnde er �
r penalty of perjury that the foregoing is true and correct.
Dale Cook
Community Development Administrator 7 3
L
The Desert Sun Certificate of Publication
750 N Gene Autry Trail
Palm Springs, CA 92262
760-778-4578/Fax 760-778-4731
1011 SEP 13 AM 8: 05
State Of California ss: d "
,�—�5 T„E7t;r,:,
County of Riverside CITY C�L c;
Advertiser:
CITY OF PALM SPRINGS/LEGALS
PO BOX 2743
PALM SPRINGS CA 922632
2000336756
No 2370 _-..
NOTICE OF PUBLIC NEARING
CIRY V011151 INGEBA� -
PROPEERRTTY LE�OCATE CITY D AT C81g CAa0N0
I am over the age of 18 years old, a citizen of the United PAROCEIA PALM SPRINGS
States and not a parry to, or have interest In this matter. I NOTICE IS HEREBY GIVEN that the CiN of Palm
Sp„rigs,California((Ora'Ct}�, win ark 12.
hereby Certify that the attached advertisement appeared hearf(n�;grry,d 116 mscting aF per t9 2012
in said newspaper (set in type not smaller than non pariel) CThmemre"pnml ^g bears at 8om In the
in each and entire issue of said newspaper and not in any Carhyo^Way.Palm Springs. Ag210 .iahgallz
supplement thereof on the following dales,to wit: The puryme of this hears,
pp le m approve with the
mb of a Cirybaned AR spwre foot
is"Is hued' Ipoated at 481g Camino Pane
me former Awrhed Mlmtl 9Mtar,t02,58 feN Newspaper. .The Desert Sun west of Gene AuhV Trail on t,e troth aloe of Ca-
mino Parocela,APNe:tOOP70I and 118P0to.
S7 n Michael S.uvan es TmNee of Midrael
7984offinelrae wd of LKIng Trust
fif �oA00�T a• August 4,
9/12/2 012 Bale of the real props ythe Clry Is ufredtto and a Pubnc Hm„mg to'receive publib Mput on
al Inmtenreeted
Rubib hm„ng a�r,Emeaepreeares invited to attend me
sfee above. As a^y gme nM le ar Nan Me hour
cat far the hea„rhg,an�yy petacMsJ rimy Ale a writ.
ten atnyte�nant or a wmnIt protest to the sale,With
the a REVI R OF Nl'ROJE�Csu MFORMATION: The
IS
Sleff epprt and otlrer eupportlnp documents re.
gerdthg til ere av the o public review
for
I acknowledge that I am a principal clerks meth the clerk of the printer of at lira Clry Hen between hurs of earn and
The Desert Sun, printed and published weekly in the City CI S y.Ohrdugh Thurede . Please mmea
or a
of Palm Springs, County of Riverside, State of California. mem ant tc �i�ew'm•�fd
The Desert Sun was adjudicated a newspaper of general ml NT ON s notice car bePRWECTr Response ro THIS
circulation on March 24, 19886 the Superior Court of the Heads n verbety at to Public
Y P ten comments rats be rune before the heii Writ.
County of Riverside, State of California Case No. laWW stco meet ar thane madedeliv IIICRY Council by
191236. dames Thompson City Clerk
3200 E.T%ukz7
alm n Way
P P'O. X27
I declare under penalty of perjury that the foregoing is true Springs,CA 92282-2743
A _challenge the P1�ectlon M court may
and correct. Executed on this 121h day of September, ingonlyameimhMeraced
Public hNinng described in fYc notice,or in w„ten
stay
2012 in Palm Springs, C lifornis. o a'danc° to the Cily clerk at,or
r ) aW (Govensner,l Cotle
i�Mere per�sor,a to be h�mrrdd.Weetlons^g traps E.
——--._- CommuBny�a EccopananIcDeevaePlaopMovern OAyn,m
John.RM.32 it
3.O22arTOOl760.88d,9b27. or
SI 11e0es0e ayuda con ease cads•porfamr llama e
la ChMad de Palm$p�„n�ga yy puede hatter oon
Declarant's Si n Nadtn Flager nlefgp7iW322-&ilia,Ehd 8758.
l� 1�
Jetnm motmaon,City Clerk
PaplirNhed:W12112