HomeMy WebLinkAbout04965 - SIHAM SHTAYYEH EXCHANGE AGREEMENT DOCUMENT TRACKING Page: 7
Report: Expired Documents Summary March 4, 2008
Condition: Oldest Date= / /, Groups=COMMUNITY& ECONOMIC, ALL Services,ALL XREFs
Document# Description Approval Date Expiration Date Closed Date
A4965 Exchange Of 8,900 Sf City Property On El Dorad 09/15/2004 09/01/2005
Company Name: Siham Shtayyeh
Address: W
Group: COMMUNITY & ECONOMIC r
Service: In File
xRef: COMMUNITY& ECONOMIC DEVELOPMENT
Ins. Status: No Certificate on file.
A5007 t, Energy Efficiency Re-roofing Enhancement S44,620.00 Cdbg Funds 04/01/2004 12/01/2004
Company Name: Mizell Senior Center
Address: I
Group: COMMUNITY & ECONOMIC
s'✓-y
Service: In File
xRef: COMMUNITY& ECONOMIC
Ins. Status: No Certificate on file.
A5011-C 4 Consulting Service-Indian Oasis Peabody Hotel & Golf Course Total... 12/22/2004 - 06/01/2006
Company Name: Keyser Marston Associates
Address: � 'Iol e� y1 L\0
Group: COMMUNITY& ECONOMIC
Service: In File
xRef: COMMUNITY & ECONOMIC
Ins. Status: No Certificate on file
Siham Shtayyeh
Exchange Agreement
AGREEMENT#4965
R 21094, 09-15-04
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT is made effective as of the 8& day of
& , 2004 by and between Siham Shtayych ("Developer") and the City of Palm
Springs, California, a California chartered municipal corporation("City").
RECITALS
A. Developer is the owner of an 8,000 square foot parcel of land on El Dorado
Boulevard in the City("Developer Parcel") which is zoned R-I as more particularly described on
Exhibit"A"which is attached hereto and incorporated herein.
B. The City owns two lots on El Dorado Boulevard in the City which total
approximately 9,000 square feet ("City Parcel") and are zoned C-1 as more particularly
described on Exhibit`B"which is attached hereto and incorporated herein.
C. Both the Developer Parcel and the City Parcel are located in the Merged Palm
Springs Redevelopment Project Area No. I (formerly the Highland Gateway Project Area).
D. In an effort the effectuate the Redevelopment Plan for the Merged Palm Springs
Redevelopment Project Area No. I by providing for the development of affordable housing units
in the Desert Highland Gateway neighborhood, the Palm Springs Community Redevelopment
Agency ("Agency") is negotiating a disposition and development agreement ("DDA") with
Century Vintage Homes (`Builder") to construct single family homes for moderate income
buyers on Agency-owned parcels. As part of the DDA, the Agency has been seeking to acquire
parcels to be included in the DDA.
E. Developer desires to construct and operate several market-rate duplexes in the
area of the City between El Dorado Boulevard and Indian Canyon Drive ("Developer's Project").
F. On May 12, 2004, Developer and the Agency executed an Exclusive Agreement
to Negotiate the preparation of an agreement to allow the Agency to acquire the Developer
Parcel to be used as a single family home lot in connection with the DDA_
G. Due to the delays in the preparation of the DDA, instead of including the
Developer Parcel in the DDA, City and Developer now desire to excbange the Developer Parcel
for the City Parcel as the City Parcel would be suitable for the Developer's construction of
duplexes and the Developer Parcel would be suitable to the construction of a single family home
as part of the Agency's intxll project.
H. Pursuant to Government Code Section 37350, the City has the authority to acquire
and dispose of property for the common benefit.
I. City deems this exchange to be in the best interest of the City because the
Developer Parcel will be transferred by City to the Agency for the construction of a moderate
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income single family home as part of the Agency's infill project which will benefit the City by
adding to its stock of affordable housing.
J. Developer deems this exchange to be in its best interest as she will be able to
develop the City Parcel with additional town homes as part of the Developer's Project.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties do hereby agree as follows:
1. EXCHANGE:
Developer agrees to convey the Developer Parcel to the City and the City agrees to
convey the City Parcel to Developer, subject to the terms and conditions hereinafter set forth,
together with all rights and appurtenances thereto.
2. CONVEYANCE:
Each of the parties agree that it shall convey its property to the other utilizing the form of
Deed attached hereto as Exhibit"C" ("Deed").
3. RESTRICTIONS ON USE OF CITY PARCEL:
Developer acknowledges that it will obtain title to the City Parcel subject to the
restriction that any proposed use of the property be limited to the construction of multi-family
purposes and agrees to take title subject to such restrictions.
4. OPENING OF ESCROW; CLOSING DATE:
A. Opening of Escrow. Within 10 days from the date hereof the Parties shall open an
"Escrow" by delivering an executed copy of this Agreement to Melvena Schaefer at Liberty
Escrow at 901 Tahquitz Canyon Way, Palm Springs, California, ("Escrow Holder"). Escrow
Holder shall fax written notice of the Opening of Escrow date to Developer and City. Escrow
fees shall be paid entirely by Developer. All escrow instructions shall in all cases be consistent
with the provisions of this Agreement, and in the event of a conflict between the terms of the
escrow instructions and this Agreement, the terns of this Agreement shall prevail. At the close
of escrow (`Closing"), titles to the respective properties shall be conveyed by the duly executed
and acknowledged Deeds.
B. Closing Date. Escrow shall close on or before October 31, 2004 (`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.
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5. PHASE 1 HAZARDOUS MATERIALS REPORT:
Developer shall reimburse the City for the cost to inspect the Developer Parcel and to
issue its Phase 1 Report ("Hazardous Materials Report") to each of the Parties. In the event the
Hazardous Materials Report indicates that either property is likely to have been contaminated by
any hazardous Material, either Party may terminate this agreement and the Escrow. The Parties
anticipate the cost of the Phase 1 Report to be approximately One Hundred Fifty Dollars
(S 150.00).
6. DUE DILIGENCE.
A. Due Diligence Date. The "Due Diligence Date" shall mean the date which is ten
(10) days following the date of the Opening of Escrow.
B. Scope of Due Diligence. Developer shall have the right to make an analysis of
the City Parcel including engineering, feasibility studies, soils tests, environmental studies and
other investigations as Developer may desire to permit Developer to determine the suitability of
the City Parcel for its intended purpose and to conduct such other review and investigation which
Developer deems appropriate to satisfy itself to acquire the City Parcel. Developer shall also
have the right to examine all licenses, permits, authorizations, approvals, and governmental
regulations which affect the City Parcel.
City shall have the right to make an analysis of the Developer Parcel including
engineering, feasibility studies, soils tests, environmental studies and other investigations as City
may desire to permit City to determine the suitability of the Developer Parcel for its intended
purpose and to conduct such other review and investigation which City deems appropriate to
satisfy itself to acquire the Developer Parcel. City shall also have the right to examine all
licenses, permits, authorizations, approvals, and governmental regulations which affect the
Developer Parcel.
C. Review of Documents. Within five (5) days of the opening of Escrow, each
Party shall deliver to the other Party the following documents which each Party may have in its
possession or control (or reasonable access thereto) for the other Party's review and approval:
1. 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 its property, and any and all amendments
thereto.
2. 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 its
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property or governmental agency review and approval respecting fire, building, health,
zoning and use compliance.
3. The most recently available survey of its property, if any, showing all
Improvements and things located on its property-
D. Entry for Investigation. Subject to the conditions hereafter stated, each Party
grants the other Party, its agents and employees a limited license to enter upon any portion of its
property for the propose of conducting engineering surveys, soil tests, investigations or other
studies reasonably necessary to evaluate the condition of its property, which studies, surveys,
investigations and tests shall be done at the testing Party's sole cost and expense, unless
other-wise specified herein. The license herein granted shall be co-extensive with the term of this
Agreement or any extension thereof.
Any Party conducting tests 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; (n) comply with all applicable laws and governmental
regulations; (iii) keep the property free and clear of all materialmen's liens, lis pendeas and other
liens arising out of the entry and work performed under this paragraph; and (iv) return the
applicable property to its original condition following such Party's entry. Each Party agrees to
indemnify, defend, protect and hold the other Party and said Party's property free and harmless
from any and all loss, liability, claims, damages and expenses (including, but not limited to,
attorneys' fees and costs) arising directly or indirectly from the exercise of said license. Such
undertaking of indemnity shall survive Close of Escrow or the termination of this Agreement for
any reason-
E. Developer's Approval of Due Diligence Matters. Developer shall notify City in
writing ("Developer's Due Diligence Notice") on or before the Due Diligence Date of
Developer's approval or disapproval of each item delivered to or available for review by
Developer pursuant to this Section 6 and of Developer's approval or disapproval of the condition
of the City Parcel and Developer's investigations with respect thereto (excluding title matters
which are to be approved or disapproved pursuant to Section 7 below) (collectively,
"Developer's Due Diligence Items"), which approval may be withheld in Developer's sole and
absolute discretion. In the event Developer fails to give written notice of its approval, then it
shall be deemed that Developer has approved of the condition of the City Parcel.
In the event of Developer's disapproval of a condition of the City Parcel, within ten (10)
days after City's receipt of Developer's Due Diligence Notice, City shall give Developer written
notice ("City's Due Diligence Response") of those conditions that City will attempt to cure. City
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 City delivers a City's Due Diligence Response listing any of the
disapproved City Parcel conditions, Developer shall have the right to (a) terminate this
Agreement or (b) acquire the City Parcel subject to the disapproved City Parcel conditions
included within City's Due Diligence Response. Such right shall be exercised by Developer by
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giving either written notice of such termination ("Termination Notice") or written notice of such
election to accept the disapproved City Parcel conditions ("City Parcel Acceptance Notice") to
City within twenty (20) days after Developer's receipt of City's Due Diligence Response. In the
event that Developer should fail to give either the Termination Notice or the City Parcel
Acceptance Notice within the time period set forth in the preceding sentence, Developer shall be
deemed to have given a Termination Notice.
F. Approval of Additional Due Diligence Matters (Developer). In the event that the
Developer becomes aware of or obtains possession of any new Due Diligence Items relating to
the City Parcel after the Due Diligence Date, Developer shall immediately provide City with
written notice of such Due Diligence Items. Developer shall have the right to review and
approve such additional Due Diligence Items in the same manner as set forth in Section 6(E)
above; provided, however, that Developer'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-
G. City's Approval of Due Diligence Matters. City shall notify Developer in writing
("City's Due Diligence Notice") on or before the Due Diligence Date of City's approval or
disapproval of each item delivered to or available for review by City pursuant to this Section 6
and of City's approval or disapproval of the condition of the Developer Parcel and City's
investigations with respect thereto (excluding title matters which are to be approved or
disapproved pursuant to Section 7 below) (collectively, "City's Due Diligence Items"), which
approval may be withheld in City's sole and absolute discretion. In the event City fails to give
written notice of its approval, then it shall be deemed that City has approved of the condition of
the Developer Parcel.
In the event of City's disapproval of a condition of the Developer Parcel, within ten(10)
days after Developer's receipt of City's Due Diligence Notice, Developer shall give City written
notice ("Developer's Due Diligence Response") of those conditions that Developer will attempt
to cure. Developer 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 Developer delivers a Developer's Due Diligence Response listing any of
the disapproved Developer Parcel conditions, City shall have the right to (a) terminate this
Agreement or (b) acquire the Developer Parcel subject to the disapproved Developer Parcel
conditions included within Developer's Due Diligence Response. Such right shall be exercised
by City by giving either written notice of such termination ("Termination Notice") or written
notice of such election to accept the disapproved Developer Parcel conditions ("Developer Parcel
Acceptance Notice") to Developer within twenty (20) days after City's receipt of Developer's
Due Diligence Response. In the event that City should fail to give either the Termination Notice
or the Developer Parcel Acceptance Notice within the time period set forth in the preceding
sentence, City shall be deemed to have given a Termination Notice-
H. Approval of Additional Due Diligence Matters (City). In the event that the City
becomes aware of or obtains possession of any new Due Diligence Items relating to the
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Developer Parcel after the Due Diligence Date, City shall immediately provide Developer with
written notice of such Due Diligence Items. City shall have the right to review and approve such
additional Due Diligence Items in the same manner as set forth in Section 6(G) above; provided,
however, that City'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. TITLE:
A. Approval of Title by Developer. Promptly following execution of this Agreement
(but in no event later than ten (10) days following Opening of Escrow), Developer shall cause to
be delivered to both Developer and City a Preliminary Title Report issued through First
American ("Title Company"), describing the state of title of the City Parcel, together with legible
copies of all exceptions specified therein and a map plotting all locatable easements specified
therein (`City Parcel Preliminary Title Report"). Developer shall notify City in writing
(`Developer's Title Notice") of Developer's approval of all matters contained in the City Parcel
Preliminary Title Report or of any objections Developer may have to title exceptions or other
matters (`Developer's Disapproved Exceptions") contained in the City Parcel Preliminary Title
Report widen fifteen (15) calendar days after Developer's receipt of the City Parcel Preliminary
Title Report (`Developer's Title Notice").
In the event Developer delivers Developer's Title Notice within said period, City shall
have a period of ten (10) days alley receipt of Developer's Title Notice in which to notify
Developer of City's election to either (i) agree to attempt to remove the Developer's
Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such
Developer's Disapproved Exceptions ("City's Notice"). If Developer notifies City of its election
to decline to remove the Developer's Disapproved Exceptions or if City is unable to remove the
Developer's Disapproved Exceptions, Developer may elect either to terminate this Agreement
and the Escrow or to accept title to the City Parcel subject to the Developer's Disapproved
Exception(s).
B. Approval of Title by City_ Promptly following execution of this Agreement (but
in no event later than ten (10) days following Opening of Escrow), Developer shall cause to be
delivered to City a Preliminary Title Report issued through First American Title Company
(`Title Company"), describing the state of title of the Developer Parcel, together with legible
copies of all exceptions specified therein and a map plotting all locatable easements specified
therein (`Developer Parcel Preliminary Title Report"). City shall notify Developer in writing
("City's Title Notice") of City's approval of all matters contained in the Developer Parcel
Preliminary Title Report or of any objections City may have to title exceptions or other matters
("City's Disapproved Exceptions") contained in the Developer Parcel Preliminary Title Report
within fifteen (15) calendar days after City's receipt of the Developer Parcel Preliminary Title
Report (`City's Title Notice").
In the event City delivers City's Title Notice within said period, Developer shall have a
period of ten (10) days after receipt of City's Title Notice in which to notify City of Developer's
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election to either (i) agree to attempt to remove the City's Disapproved Exceptions prior to the
Close of Escrow; or (ii) decline to remove any such City's Disapproved Exceptions
("Developer's Notice"). If City notifies Developer of its election to decline to remove the City's
Disapproved Exceptions or if Developer is unable to remove the City's Disapproved Exceptions,
City may elect either to terminate this Agreement and the Escrow or to accept title to the
Developer Parcel subject to the City's Disapproved Exception(s).
C. Title Policy for Developer. When Escrow Holder holds for Developer the Grant
Deed in favor of Developer executed and acknowledged by City covering the City Parcel,
Escrow Holder shall cause to be issued and delivered to Developer and City as of the Close of
Escrow a CLTA standard coverage owner's policy of title insurance ("Title Policy"), or, upon
Developer's request therefore, an ALTA extended coverage owner's policy of title insurance,
issued by Title Company, covering the City Parcel and showing title vested in Developer free of
encumbrances, except:
(1) All non-delinquent general and special real property taxes and assessments
for the current fiscal year;
(2) Those easements, encumbrances, covenants, conditions, restrictions,
reservations, rights-of-way and other matters of record shown on the City Parcel
Preliminary Title Report which have been approved by Developer pursuant to
Section 7(A) above;
(3) The standard printed exceptions and exclusions contained in the CLTA or
ALTA form policy; and
(4) Any exceptions created or consented to by Developer, including, without
limitation, any exceptions arising by reason of Developer's possession of or entry
on the City Parcel.
D. Title Policy for City. When Escrow Holder holds for City the Grant Deed in
favor of City executed and acknowledged by Developer covering the Developer Parcel, Escrow
Holder shall cause to be issued and delivered to City as of the Close of Escrow a CLTA standard
coverage owner's policy of title insurance ("Title Policy"), or, upon City's request therefore, an
ALTA extended coverage owner's policy of title insurance, issued by Title Company, covering
the Developer Parcel and showing title vested in City free of encumbrances, except:
(1) All non-delinquent general and special real property taxes and assessments
for the cuiTent fiscal year;
(2) Those easements, encumbrances, covenants, conditions, restrictions,
reservations, rights-of-way and other matters of record shown on the Developer
Parcel Preliminary Title Report which have been approved by City pursuant to
Section 7(B) above;
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(3) The standard printed exceptions and exclusions contained in the C1 TA or
ALTA form policy; and
(4) Any exceptions created or consented to by City, including, without limitation,
any exceptions arising by reason of City's possession of or entry on the
Developer Parcel.
8. REPRESENTATIONS AND WARRANTIES:
Each of the Parties makes the following representations and warranties to the other which
shall be true as of the date hereof and as of the Closing:
A. This Agreement and all agreements, instruments and documents herein provided
to be executed or to be caused to be executed by each Party on or before the Closing will be duly
authorized, executed and delivered by and binding upon that Party and enforceable in accordance
with its terms; and each Party has the authority to enter into this Agreement and to consummate
the transactions herein provided.
B. Neither Party has (i) received notice of any outstanding violation of or been
charged with the violation of any material legal requirement, restriction, condition, covenant or
agreement affecting its Property or the marketing, construction, development, use, operation,
maintenance or management of its Property which has not been cured, or (ii) been served in any
unresolved litigation relating to its Property or the marketing, construction, development, use,
operation, maintenance or management of the Property. Neither Party has actual knowledge of
any actions, suits, claims or proceedings, governmental or otherwise, pending or threatened
against its Property or any portion thereof.
C. Neither the Developer Parcel nor the City Parcel is subject to any certificate,
instrument, contract, Deed of Trust, mortgage, indenture, agreement, covenant or other
restriction, and there is no provision in any Trust Agreement, Charter or law, or any judgment,
order, writ, injunction, or decree of any court, governmental body or arbitrator, which would
prohibit or otherwise be breached or violated by the entering into, execution, delivery or
performance by either Party of this Agreement or the consummation of the transactions
contemplated hereby.
D. Both Parties acknowledge that they are required to disclose if their respective
Properties lie within the following natural hazard areas or zones: (i) a special flood hazard area
designated by the Federal Emergency Management Agency (California Civil Code Section
1103); (ii) an area of potential flooding (California Government Code Section 8589.4); (iii) a
very high fire hazard severity zone (California Government Code Section 51183.5); (iv) a wild
land area that may contain substantial forest fire risks and hazards (Public Resources Code
Section 4136); (v) an earthquake fault zone (Public Resources Code Section 2621.9); or (vi) a
seismic hazard zone (Public Resources Code Section 2694). Neither Party shall have any
responsibility for matters not actually known to it.
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E. Each Party certifies that it has knowledge of any hazardous materials or hazardous
substances on its property.
E. Each Party certifies that it has no service, maintenance, employment, supply,
management or other agreements affecting its property, either oral or written, which will remain
in effect after the Closing.
G. Each Party certifies that it has there are no leases, licenses or other agreements
permitting the use or occupancy of its property which will remain in effect after the Closing, and
that there are no persons entitled to use or occupy its property or any portion thereof by reason of
any easements by prescription or necessity.
H. Neither Party has: (a) made a general assignment for the benefit of creditors; (b)
filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its
creditors; (c) suffered the appointment of a receiver to take possession of all or substantially all
of its assets; or (d) suffered the attachment or judicial seizure of all, or substantially all, of its
assets.
1. Neither Party has granted any person any right to acquire all or any portion of its
property, including, without limitation, any development, mineral or air rights relating to its
property.
J. Neither Party has actual knowledge of: (a) any condemnation, pending or
threatened, of its property or any portion thereof, including any right of access to its property; (b)
any government plans for public improvements that might result in a special assessment against
its property; or, (c) any underground or above-ground storage tanks on its property-
K. The exchange of the properties and the performance of each of the Parties'
obligations hereunder are not subject to any requirement to obtain any approval or consent of any
other governmental agency or third party.
L. Neither Party is a "foreign person" within the meaning of Section 1445(f)(3) of
the Internal Revenue Code.
U Except as otherwise expressly provided in this Agreement including this Article 8,
neither Party makes any representation, warranty or guarantee whatsoever with respect to its
property, or any aspect thereof. Each Party acknowledges and agrees that if the exchange occurs,
except as otherwise provided herein, it will be acquired "AS - IS," and each Party's decision in
that regard shall be based on its own independent investigation and analysis of the property.
N. The representations, warranties and covenants made by each Party in this Article
8 shall survive the Closing and the recordation of the deed.
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9. BROKERAGE COMMISSION:
Each party represents to the other that no real estate brokers are involved in this
transaction.
10. PRORATION OF REAL PROPERTY TAXES:
All non-delinquent general and special real property taxes and assessments shall be paid
by the property's owner, prorated to the Close of Escrow on the basis of a thirty (30) day month
and a three hundred sixty day (360) year. Developer acknowledges that City is a governmental
agency, not subject to payment of taxes. Accordingly, Developer 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 at issue herein, such proration shall include only taxes attributable to the property at
issue herein, calculated in terms of total gross square .feet of land assessed pursuant to the tax
statement versus total gross square footage of the property at issue herein. Any supplemental tax
bills received after Close of Escrow shall be paid by Developer to the extent they relate to a
period prior to Close of Escrow. If a supplemental tax bill covers a period corrrmencing before
and continuing after Close of Escrow, Developer will pay the tax and shall be solely responsible
for seeking any refimd from the appropriate taxing agency. 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.
11. MISCELLANEOUS PROVISIONS:
A. NOTICE: Unless otherwise provided herein, any notice, tender or delivery to be
given hereunder by either party to the other may be effected by personal delivery or by registered
or certified mail, postage prepaid, retum receipt requested, and shall be deemed communicated
as of the date of mailing. Mailed notices shall be addressed as set forth below but each party
may change his address by written notice in accordance with this paragraph:
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CITY: CIT1' OF PALM SPR]NGS
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: City Manager
Address Copy to: Aleshire&Wynder, LLP
18881 Von Karman Avenue, Suite 400
Irvine, CA 92612
Attn: David J. Aleshire, Esq.
DEVELOPER Siham Shtayyeh
Address Copy to:
B. ENTIRE AGREEMENT: This instrument contains the entire agreement between
the parties relating to the matters contained within this Agreement. Any oral representations or
modifications concerning this instrument shall be of no force or effect excepting a subsequent
modification in writing signed by all parties.
C. ATTORNEYS' PEES: If either party to this Exchange Agreement is required to
initiate or defend or aid a party to any action or proceeding in any way connected with this
Exchange Agreement, the prevailing party in such action or proceeding, in addition to any other
relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's
fees, whether or not the matter proceeds to judgment.
D. DISPUTES: This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Consultant covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action.
E. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
shall inure to the benefit of the respective heirs, personal representatives, successors and assigns
of the parties hereto. however, This Agreement does not confer any rights or remedies upon any
person, firm or entity other than the Parties and their respective successors and permitted assigns-
F. COOPERATION: Each party hereto agrees to execute and deliver such other and
further documents and perform such other acts as shall be necessary to effectuate the purpose of
this Agreement-
G. NO WAIVER.: Any waiver of the breach of any covenant, condition or promise
contained within this Agreement shall not be deemed a waiver of any succeeding breach of the
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same or of any other covenant, condition or promise set forth within this Agreement. No waiver
shall be deemed to have been given unless given in writing and in compliance with the Notices
section set forth above.
H. TIME OF TITE ESSENCE: Time is expressly deemed to be of the essence of this
Agreement and each and every provision hereof
I. COUNTERPARTS: This Agreement may be executed in one or more
counterparts, and bear the signature of each Party on a separate counterpart, each of which when
so executed and delivered shall be deemed an original but all of which taken together shall
constitute but one and the same instrument. Signatures on facsimile copies when so delivered
shall be deemed to be originals and shall operate in the same manner as original counterparts.
J. REPRESENTATIONS AND WARRANTIES: All representations and warranties
set forth in this Agreement and all provisions of this Agreement shall survive Closing and be
fully enforceable thereafter.
K. CONFLICT OF INTEREST: No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement, nor shall any such officer or employee
participate in any decision relating to the Agreement which affects his financial interest or the
financial interest of any corporation, partnership or association in which he, is, directly or
indirectly, interested, in violation of any State statute or regulation. Developer warrants that it
has not paid or given and will not pay or give any third party any money or other consideration
for obtaining this Agreement.
L. 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 fonnation 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, City
and Developer agree to deliver such documents reasonably necessary to evidence the foregoing.
M. 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-
N. EXHIBITS: Exhibits "A," "B" and "C," inclusive, attached hereto, are
incorporated herein by this reference
[signature page appended]
12
01003/0013133914.01
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and made it
effective as of the day and year first above written.
ATTEST: CITY OF PALM SPRINGS, a
1 municipal corporation
By: 1�� By-��� r
O� Q�� City Clerk City Manager
REVIEWED AND APPROVED
ALESHIRE &WYNDER, LLP
Ey:
�av�d 7. Aleshire, Esq.
City Attorney
SIHA-M SFIT�BA�7
By:
(9utl>zirized signature)
APsPR0ViEDS IV' ah C7u`CCUUXC ju
Z%'RF:S. '� I � f 9-ice a yL
13
01003/0013/33914.01
EXHIBIT A
LEGAL DESCRIPTION
DEVELOPER PARCEL
1003/013/33914v1 A-1
EXHIBIT B
LEGAL DESCRIPTION
CITY PARCEL
1003/013/33914v1 B-1
EXHIBIT C
FORM OF DEED TO CITY
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
THE CITY OF PALM SPRINGS
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Director of Community Development
Spacc above this line for Recorder's Use
MAIL TAX STATEMENTS TO:
The City of Pal1n Springs
3200 E.Tahquitz Canyon Way
Palm Springs,CA 91706
Attn: Finance Director
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, Siham Shtayyeh, as a single woman ("Seller"), hereby grants to 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 "I" attached
hereto and incorporated herein by reference (the "Property"). The Property conveyed
hereby is subject to (i) non-delinquent general and special real property taxes and
assessments; and (ii) matters of record.
Dated: 2004 "SELLER"
Siham Shtayyeh, as a single woman
Siham Shtayyeh
C-1
01003/0013/33914.01
FORM OF DEED TO DEVELOPER
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Siham Shtayyeh
MAIL TAX STATEMENTS T0: Space above this line for Recorder's Use
Siham Shtayyeh
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, the City of Palm Springs, a public body, corporate and politic, hereby
grants ("Seller") to Siham Shtayyeh, as a single woman 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") subject to the following
restriction:
The property may only be developed for multifamily housing purposes.
The Property conveyed hereby is subject to (i) non-delinquent general and special
real property taxes and assessments; and(ii) matters of record, but
Dated: 12004 "SELLER"
ATTEST: CITY OF PALM SPRINGS,
a public body, corporate and politic
By:
Agency Secretary City Manager
APPROVED AS TO FORM
ALESI3IRE & WYNDER, LLP
David J. Aleshire, Esq.
1003/013/33914v1 C_2
EXHIBIT D
ESCROW INSTRUCTIONS
SEE ATTACHED ESCROW INSTRUCTIONS FROM LIBERTY ESCROW, IF ANY
D-1
01003/0013/33914.01
John Raymond
From: Tiffany Israel [tisrael@awattorneys.com]
Sent: Tuesday, September 14, 2004 8:03 PM
To: John Raymond
Subject: Exchange Agreement
JR-
Attached please find a revised version of the exchange agreement which incorporates Dave's comments and
questions. Although recital H of the agreement acknowledges that the City has the authority to dispose of its
property pursuant to Gov- Code Section 37350, we wanted to remind you of a few issues-
First, Resolution No- 14527, regarding the sale or lease of City-owned property, requires that"any exchange of
City-owned real property shall be for appraised fair-market value." (Section 1(3).)
Second, Gov. Code Sections 37420, et seq., regarding the disposition of surplus property, require the adoption of
a resolution of necessity and a hearing before the disposition may occur. Arguably, these sections only apply to a
disposition of land with buildings.
Similarly, Gov. Code Sections 54221, et seq., regarding surplus property,would require that the City offer any
surplus property to certain public agencies before the City could dispose of the property to a private party.
However, Gov. Code Section 54221(b) exempts"property being held by the agency for the purpose of exchange"
from the definition of"surplus land".
Accordingly, even though the agreement states that it is being entered into pursuant to Gov. Code Section 37350,
— — someone could argue-that-anothersections applies. -
Please let me know if you have any questions or concerns.
Tiffany
Tiffany J.Israel,Esq. I Aleshire&Wynder,LLP 118881 Von Karman Avenue,Suite 400 Irvine, California 92612
Tel: (949)223-1170 1 Facsimile: (949)223-1180 I Email: tisrael@awattolTleys corn I wcbsite! www awattorneys.com
The information contained in this e-mail mclsage is intended only for the CONFIDENTIAL use of the Jusigmted addressee named above The information
transmitted is subject to the atmrneyeliem privilege and/ol represents confidential attorney work product.Reapicnta should nol file caples of Hots c-nmil with
publicly ncceasible written or electronic records If you arc not the designated addressee and you received this document lhrmit h inadvertent error,any further
review,dissemination,distribution or copying of this Communication,and any attachments,by you,or anyone CIS,„is strmdy prohibited IF YOU RECEIVED THIS
COMMUNICATION IN ERROR,PLEASE NOTIFY PS IMMEDIATELY BY TELEPHONE TO THE ABOVE-NAMED SENDER AT(949)223-1170.
Think you
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DOCUMENT ROUTE TO DATE ROOU
Staff Report City Clerk '•0 G -1
Contract City Attorney
MOU City Manager
DDA Other.
Lease
Other.5(C, {�vey,I,,.a
Special Instructions:`_,Y�
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