HomeMy WebLinkAbout00491C - COACHELLA VALLEY COALITION ACQUISITION PROPERTY APN 669-394-006 DESERT HIGHLAND INFILL PROGRAM DOCUMENT TRACKING page: 1
Report: Expired Documents Summary August 3, 2007
Condition: Oldest Date= ! /,ALL Groups,ALL Services,ALL XREFs
Document# Description Approval Date Expiration Date Closed Date
A0489C Settlement Agr Prairie Schooner Property Valet Parking Spa Hotel &... 07/28/2004 07/01/2005
Company Name: Citizens for Local Government Accountabi
Address: ,
Service: In File
xRef: COMMUNITY & ECONOMIC DEVELOPMENT
Ins. Status: No Certificate on file.
A0491C purchase and sale agreement Desert Highland Estates Lot 96 APN 669... 01/05/2005 01/01/2006
Company Name: Coachella Valley Housing Coalition
Address: q� �j fo
Service: In File 3v- ®�" L`� J c �,_
.Q,�i -
xRef: COMMUNITY & ECONOMIC\ / _ �� (J
Ins. Status: No Certificate on file. \\ av°yC
A4446 6 M X Track Lease Agreement 02/06/2002 02/01/2007
Company Name: palm Springs police Activities League
Address: 200 S. Civic, Palm Springs, CA 92262
Service: Lease Agreement
xRef; POLICE DEPARTMENT
Ins. Status: INACTIVE
A4451 Downtown Cameras 02/02/2002 02/01/2007
Company Name: Metro Video Systems, Inc.
Address: 1220 E. Imperial Avenue, El Segundo, CA 90245-2698 ,
Service: In File
xRef: INFO SERVICES
Ins. Status: Certificate has Discrepancies
l
CV Housing Coalition
Acquire Single-Family Parcel
Desert Highland Infill Prog.
AGREEMENT #0491 C
R1272, 1-5-05
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Escrow No.
Date of Opening of Escrow:
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND
ESCROW INSTRUCTIONS ("Agreement") is made this 10th day of February , 2005 ("Effective
Date"), by and between COACHELLA VALLEY HOUSING COALITION, A California non-profit
corporation ("Seller") and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS, a public body, corporate and politic ("Buyer").
RECITALS
A. The Seller is the owner of that certain real property and improvements and
easements thereon consisting of approximately five single family lots of various sizes located in
the Desert Highland Gateway area of the City, more particularly described in Exhibit "A" to this
Agreement ("Property").
B. Seller acquired Parcel 669-394-006 on April 28, 1995 by Document No. 134240.
C. The Agency desires to enter a Disposition and Development Agreement ("DDA")
with one or more developers for the construction of single family homes in the Desert Highland
In-Fill Housing Program, and wishes to assemble both the Seller's parcels and other Agency-
owned parcels for the purposes of entering into a DDA with the developer or developers.
D. In order to facilitate the DDA, Agency wishes to purchase the Parcels from Seller
and Seller wishes to sell the Parcels pursuant to the terms and conditions of this Agreement.
E. The Agency has conducted an MAII appraisal on similar Parcels in close
proximity and will pay a value to Seller in accordance with the MAI appraisal, April 21, 2004.
The value of the Parcels will be a contribution toward the affordability of the homes constructed
under the In-Fill Housing DDA.
F. 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-hefeby-agrees-to�urehase-from--Saller,—and-S-eller-agrees-to-seli-to -Buyer the -
Property, upon the terms and conditions hereinafter set forth.
1- ORIGINAL BID
AND/OEM AGREEMENT
2. OPENING OF ESCROW; CLOSING DATE.
2.1 Openinq 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 Chicago Title
Escrow in Palm Desert, California, ("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 Closinq Date. Escrow shall close on or before February 28, 2005 ("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 TWENTY — TWO
THOUSAND, SIX HUNDRED AND 00/100 DOLLARS ($22,600.00) ("Purchase Price") based on
the acquisition of the one property listed in Exhibit "A". The Purchase Price to be paid by Buyer
to Seller is all-inclusive compensation of Seller's 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.
3.2 Payment of Purchase Price. 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;
(b) Such funds and other items and instruments as may be necessary in
order for Escrow Holder to comply with this Agreement.
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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" ("Non-Foreign Affidavit");
(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.
(a) 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 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)
days after Buyer's receipt of the Preliminary Title Report ("Buyer's Title Notice").
(b) 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
tenable—to remove -the—Disapproved-Exceptions, -Buyer-nay-elect—either--to—terminate—this
Agreement and the Escrow or to accept title to the Property subject to the Disapproved
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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 declined or
is deemed to have declined to remove such Disapproved Exception(s).
(c) 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.
(d) 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.
5.2 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:
(a) All non-delinquent general and special real property taxes and
assessments for the current fiscal year;
(b) 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;
(c) The standard printed exceptions and exclusions contained in the CLTA or
ALTA form policy;
(d) 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.
6. DUE DILIGENCE,
6.1 Due Diliqence Date. The "Due Diligence Date" shall mean the date which is
fifteen (15) days following the date of the Opening of Escrow.
6.2 Scope of Due Diliqence. 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-#he-suitabifity-of-the Property-forits-inten d ed purpose
and to conduct such other review and investigation which Buyer deems appropriate to satisfy
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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.
6.3 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:
(a) 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.
(b) 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.
(c) The most recently available survey of the Property, if any, showing all
Improvements and things located on the Property and with ten (10) feet of
the outside property line of the property.
6.4 Entry for Investiqation.
(a) 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.
(b) 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.
6.5 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-Proper and-Buyer's investigations witt
respect thereto (excluding title matters which are to be approved or disapproved pursuant to
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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 cost 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
6.6 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.
7. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.
7.1 Conditions to Buyer's Obliqations. 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:
(a) Title Company will issue the Title Policy as required by Section 5.2 of this
Agreement.
(b) 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.
(c) Buyer has approved or deemed to have approved all Due Diligence Items
on or before the Due Diligence Date.
(d) Buyer's approval with the environmental testing and contingency under
Section 7.3.
(e) Seller has removed from the Property all equipment, personal property,
debris and waste.
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(f) Escrow Holder holds and will deliver to Buyer the instruments and funds,
if any, accruing to Buyer pursuant to this Agreement.
(g) All representations and warranties specified in Section 9.1 are true and
correct.
(h) Buyer's approval of any other conditions specified in this Agreement.
0) 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.
7.2 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:
(a) Escrow Holder holds and will deliver to Seller the instruments and funds
accruing to Seller pursuant to this Agreement.
(b) 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.
7.3 Environmental Testinq and ContingencV
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.
7.4 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.
7.5 Termination for Failure of Condition. In the event Buyer fails to approve or
--disapprove-any specified-are-Section 7-1-or-elsewhere-in-this Agreement-0n- --
or before the date for approval set forth therein, Seller shall notify Buyer of such failure and
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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.
8. ADDITIONAL COVENANTS OF BUYER AND SELLER.
8.1 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. Section 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. Section 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.
8.2 SLf vivyv�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.
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9. REPRESENTATIONS AND WARRANTIES.
9.1 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:
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
�f)—III federal, state,-municipal,—county and locai,taxes,-rthe—nonpaynTent-of
which might become a lien on or affect all or part of the Property, which
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are due and payable prior to the Closing have been paid, or on the
Closing Date will have been paid in full.
(g) 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.
(h) 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.
(i) 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.
Q) 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.
(k) 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.
9.2 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.
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10. ESCROW PROVISIONS.
10.1 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.
10.2 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.
10.3 Proration of Real Property Taxes.
(a) 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.
(b) 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.
10.4 Payment of Costs. Seller shall pay one-half (1/2) of the Escrow fee, one-half
(112) of the 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 one-half (1/2) of the Escrow fee, all charges for recording the
Grant Deed, and that portion of the Title Policy premium which is attributable to the additional
cost of obtaining any additional coverage requested by Buyer, including the difference between
CLTA and ALTA coverage. 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 apportioned between the parties in a manner consistent with the custom
and usage of Escrow Holder.
-1c 5 Termination�nd-Cancellation-of Escrow—.—lf"Escrow fats to close as provided " --
above, Escrow shall terminate automatically without further action by Escrow Holder or any
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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.
11. BROKERAGE COMMISSIONS.
Neither Buyer nor Seller have engaged a broker on the property and no brokerage
commission shall be paid to any party.
12. 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.
13. DEFAULTS; ENFORCEMENT.
13.1 Defaults and Riqht 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.
13.2 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.
14. MISCELLANEOUS.
14.1 Successors and Assiqns. 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.
14.2 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-actor-giveany-notice-with -
respect to this Agreement shall fall on a Saturday, Sunday or California state or national holiday,
-12-
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.
14.3 Qualification; Authority. 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.
14.4 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.
14.5 Interpretation; Governinq Law. This Agreement shall be construed according to
its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in
accordance with the laws of the State of California in effect at the time of the execution of this
Agreement. Titles and captions are for convenience only and shall not constitute a portion of
this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the
singular or plural number shall each be deemed to include the others wherever and whenever
the context so dictates.
14.6 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.
14.7 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.
14.8 Severabilitv. 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.
14.9 Merqer of Prior Aqreements and Understandinqs. This Agreement and other
documents incorporated herein by reference contain the entire understanding between the
parties-relating—to—the—transaction contemplated—here y-and--al1 prior or contemporaneous
-13-
agreements, understandings, representations and statements, oral or written, are merged
herein and shall be of no further force or effect.
14.10 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.
14.11 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.
14.12 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.
14.13 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:
To Seller: Coachella Valley Housing Coalition
45-701 Monroe St, Ste G
Indio, CA 92201-3964
Attn: Executive Director
To Buyer: Community Redevelopment Agency of the
City of Palm Springs
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262-6959
Attn: Executive Director
Copy to: Community Redevelopment Agency of the
City of Palm Springs
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262-6959
Attn: Agency Counsel
-14-
14.14 Exhibits. Exhibits "A," "B" and "C" inclusive, attached hereto, are incorporated
herein by this reference.
14.15 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase
and Sale of Real Property and Escrow Instructions as of the date set forth above.
"SELLER"
COACHELLA VALLEY HOUSING COALITION, a
CJati rnia non-profit corporation
� 1
Jo n F fjllaalev ,, its Executive Director
"BUYER_
ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS,
a public body, corporate and politic /
Agency Secret r Executive Direr or
APPROV S TO FORM
I Arjv'!o`�`up�) O1 tGJi'e EK.t �P r,
Me Wy Counsel
-15-
SCHEDULE OF EXHIBITS
EXHIBIT "A" LEGAL DESCRIPTION OF LAND
EXHIBIT "B" GRANT DEED
EXHIBIT "C" NON-FOREIGN AFFIDAVIT
-16-
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, more particularly described as follows:
Property Location APN
Lot 96—389 Bon Air 669-394-006
1003/012/31756 02 _t_
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 92262-6959
Attn: Executive Director
Space above this line for Recorder's Use
(Exempt from recording fee per Section 6103 of Government Code)
Order No.
Escrow No.
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
COACHELLA VALLEY HOUSING COALITION, a California non-profit corporation, 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 ("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: 2005 COACHELLA VALLEY HOUSING COALITION,
a California non-profit corporation
By:
its
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]
1003/012/31756.02 _2_
EXHIBIT "I" TO GRANT DEED
LEGAL DESCRIPTION OF LAND
The following real property in the City of Palm Springs, County of Riverside, State of California,
described as follows:
Property Location APN
Lot 96—389 Bon Air 669-394-006
SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY.
1003/012/31756 02
-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
, a man ("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: 2005 a man
Insert name here
"Transferor"
Address of Property for Sale:
See legal description attached as Exhibit "A"
1003/012/31756.02
M E M O R A N D U M
TO: Dale Cook
Community& Economic Development
FROM: Kathie Hart
Chief Deputy City Clerk
DATE: February 15, 2005
SUBJECT: Coachella Valley Housing Coalition A0491 C
cc: Jay Thompson, City Clerk
File
Attached are two duplicate original copies of the above referenced agreement. We have
retained the original our files.
Please feel free to contact me if there are any questions, ext. 8206.
/kdh
attach.
1 DATE: JANUARY 5, 2005
TO: COMMUNITY REDEVELOPMENT AGENCY
FROM: DIRECTOR OF COMMUNITY& ECONOMIC DEVELOPMENT
ACQUISITION OF ONE ADDITIONAL SINGLE-FAMILY PARCEL IN THE DESERT HIGHLAND
GATEWAY AREA FROM COACHELLA VALLEY HOUSING COALITION FOR THE PURPOSE
OF FACILITATING THE DESERT HIGHLAND INFILL PROGRAM
RECOMMENDATION:
That the Agency approve the Agreement for Purchase and Sale with Coachella Valley
Housing Coalition for one additional parcel for the purpose of assembling lots for the
Desert Highland Infill Program, at fair market value based on an appraisal conducted by
MacKenzie, Wagner&Associates and used for the prior purchase of five lots.
SUMMARY:
The Agency is currently implementing an infill program for single-family homes on Agency-
owned parcels. These properties are targeted at moderate-income families recently priced
out of the single-family market in Palm Springs. Currently the Agency owns several lots
which were acquired for various reasons, including CVHC's 1996 self-help program and
to abate non-conforming structures. The Agency approved an Agreement with CVHC on
June 2, 2004 to acquire five lots for the program; this Agreement allows the Agency to
acquire this additional lot. The first DDA with Century Homes will build five moderate .
income homes on these lots, including the lot considered in this Agreement.
The purchase of the lot is at fair market value of $23,000, based on an appraisal
conducted by MacKenzie, Wagner &Associates on behalf of the Agency as of April 16,
2004 (date of value). The Agency will also pay all closing costs. The parcel was not
included in the original Agreement for Purchase and Sale for the other five properties
because Metroscan reported this lot as already owned by the Agency; it was later offered
to the Agency by CVHC and further investigation with the title company confirmed that the
lot is currently owned by CVHC. Since it has been listed in the Agency's "inventory," its
acquisition does not increase the overall number of lots available for infill.
The funds for the purchase from CVHC are available in the Agency's Low & Moderate
Income Hou ' g Fund -Desert Hig and Infill Program.
J n S. aymond
e of Community& Economic Development
APPROVED:. _ rt;
Executive Director
ATTACHMENTS:
1. Resolution (12 7Qreement
2. Purchase&Sale Co
RESOLUTION NO. 1�-77--
OF THE CITY, COUNCIL OF THE CITY OF PALM
SPRINGS, CALIFORNIA, CONCURRING WITH THE
COMMUNITY REDEVELOPMENT AGENCY REGARDING
.THE APPROVAL OF A DISPOSITION AND
DEVELOPMENT AGREEMENT " WITH CENTURY
VINTAGE HOMES FOR THE DEVELOPMENT OF FIVE
SINGLE-FAMILY MODERATE-INCOME HOMES IN THE
DESERT HIGHLAND AREA OF MERGED AREA#1
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs that it
concurs with the action of the Community Redevelopment Agency regarding the approval of a
.r Disposition and Development Agreement with Century Vintage Homes for the development of
five single-family moderate-income homes in the Desert Highland area of Merged Area#1.
ADOPTED this day of 2004.
AYES:
NOES:
ABSENT:
ATTEST: CITY OF PALM SPRINGS, CALIFORNIA
By
City Clerk City Manager
REVIEWED&APPROVED AS TO FORM