HomeMy WebLinkAbout11/19/2003 - STAFF REPORTS (19) DATE: NOVEMBER 19, 2003
TO: CITY COUNCIL
FROM: DIRECTOR OF COMMUNITY & ECONOMIC DEVELOPMENT
APPROVING PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS WITH BURR GROUP, LP, FOR A 4.85 ACRE PARCEL LOCATED AT
19T" AVENUE AND MCLANE STREET
RECOMMENDATION:
That the City Council approve the Purchase and Sale Agreement and Joint Escrow
Instructions with Burr Group, LP, for the purchase of a 4.85 acre parcel located at 19`h
Avenue and McLane Street in North Palm Springs for the purpose of developing a solid
waste transfer station.
SUMMARY:
Forthe past several months, staff has been in discussions with Burr Group, LP, (Burr) and
Palm Springs Disposal Services(PSDS)regarding the construction of a solid waste transfer
station within the City. As a part of the City's participation, Burr will sell the City of Palm
Springs the parcel for this project, and the City will lease it back to Burr to develop and
operate the facility. The cost of the property is $600,000.
BACKGROUND:
For the past several years, Palm Springs has been working with Palm Springs Disposal
Services to develop a transfer station or materials recycling facility (MRF) in Palm Springs.
The "Next Phase" project was created and brought to Council for approval in mid-1998.
The Projectwas to be designed, financed, constructed and operated by PSDS, butwas tied
together with their Franchise renewal. Various components of this project were
investigated, such as in-vessel composting. After working on this project for quite a long
period of time, City Council agreed that this project needed to be completely separate from
negotiations regarding the Franchise Agreement. At that point, Palm Springs Disposal
Services decided that the renewal of their contract took precedence over the construction
of the facility, so the project took a back seat to the renegotiation of their Franchise. The
project was put on hold while PSDS and the City began to renegotiate the Franchise
Agreement.
The need for a transfer facility or Materials Recovery Facility was brought about by the
California Integrated Waste Management Act of 1989, Public Resources Code Section
40000 et seq, otherwise known as AB 939, passed by the State. This law mandates that
each city in California meet a 50% diversion rate of waste materials from the landfill. The
prior Franchise Agreement with PSDS,approved on March 18, 1992,was amended in 1998
to set aside the Recycling Fund for a waste diversion facility in Palm Springs. That
amendment was tested in court via a "validation action." Amendment#4 declared that the
funds collected in the Diversion Facility Fund for a diversion facility were necessary to
accomplish the diversion requirements of AB 939 and fulfill Section 906 of the City Charter
requiring that any special levies collected by City pursuant to State law be used only for th�
respective purposes for which they were levied.
1
The Diversion Facility Fund was created by Council action on June 19, 1996, in response
to the reduction of the Tip Fee charged by the County of Riverside to all users of the Edom
Hill Landfill. The City Council approved, by Minute Order 5756, the maintenance of a
reserve fund "Diversion Facility Fund", to collect the difference of funds received from its
waste disposal customers and the reduced Tip Fee. The Recycling Fund is thus comprised
of two segments: the Diversion Facility segment made up of the difference in Tip Fee costs
and the Recycling Fee, which funds the City's Recycling Program. The City of Palm
Springs has approximately $4.5 million currently in the Diversion Facility account which,
according to the Court ruling in the Validation Action, can only be used for a diversion
project.
After over a year of negotiations, the City and PSDS came to agreement on the Franchise
and it was approved the end of September2003. During the Franchise negotiation period,
Burrtec Waste Industries, Inc. (Burrtec) approached City staff about developing a transfer
station facility on property they had purchased in North Palm Springs. Discussions
between the City and Burrtec have been ongoing for several months. After PSDS'
Franchise was approved, Burrtec came to the City with plans and a proposal for the
Transfer Station.
The City will purchase the property from Burr Group, LP, which the property is vested in,
forthe sum of Six Hundred Thousand Dollars ($600,000),which is what Burr originally paid
forthe property. The Citywould then own the land and Burrtecwould design, construct and
operate a transfer station facility. The City desires to invest in the project for several
reasons: 1)The Diversion Facility Fund was intended forthis purpose; (2)Cityfinancing will
hold down the overall cost of the project, benefitting ratepayers; and (3) it creates a
financial return to the City. After the purchase is completed and the project has received
its land use and operating approvals, staff will return to the City Council with a Facility
Operation and Lease.
The funding forthis purchase will come from the Diversion Facility Fund in Recycling Fund
Balance.
irector f Comm ni & Economic
velop ent
Appr vo ed ! � ��
City Manager — _
Attachments:
Minute Order REVIEWED BY DEn OF FINANCE
Budget Resolution
Agreement
2
C.,i i��1 IS AV ANLJV `};�Y�l'� �l�l.l l`�L.li NILN 1
AND
VGt,N"I h;S .,I"0 V INS'I'I CTI0NS
BF"i O/IFEN
yUikk pR�� " " � < STE IN'DtJSTRIES, INC.�bf- 1h GFuL'..��, � Y4. ) x ��
Corporation
SatLLER")
ANI)
� E 'i I il I'AI_N1I SPRINGS,
F GIs C I i S E R
ILl�3
k)�a ®l�''�'��,1`rTS
PURCHASE - PURCHASE PRICE - TITLE - ESCROW........................... 1
1.01. Purch❑sc.......................................................................................................................... 1
1.02. Purchase Price................................................................................................................. 1
1.03. Pay M Cnl of PUt'C111L5P Pricc.............................................................................................. 2
I.0-1. Tille and Pernti(led V\ceptious....................................................................................... 2
I.Ih. F: crm� ............................................................................................................................. 2
I.06. Dopoiils............................ .............................................................................................. 2
PRELIMINARY TITLE REPORT - TITLE INSURANCE POLICY ............. 3
2.01. Prelimiwir.) Tittc Reporl.................................................................................................3
2.02. Mille la,urance................................................................................................................4
2.113. Property To lie COON c)ed .............................................................................................. 4
CLOSING DATE AND CLOSING ............................................................. 4
3.01. Closin, and C'lusiol� l3atc................................................................................................ 4
3.02. Obli;,ations at'Seller al Closiu'.......................................................................................4
3.03. Obli-,alious of Purchaser a[ Clu;au...................................................................................4
3.04. Coodilions to the Obli,aliun oi'.ticller at Oo.sin...............................................................4
3.01�. i'oodiliMiN to the Obli'1360n of Purchaser at Cloaim:...............................I.................... i
3.06. '1 ernt i uat io n..................................................................................................................... j
REPRESENTATIONS, WARRANTIES AND COVENANT....................... 6
4.01. Rc p ce,c u l a l i u us and \Y;u-r;ui t i c, of S c I I c I....................................................................... 6
4.112. Sun ical of Represcnlatwns ;Old Warraulics Of Scllcr....................................................6
4.03. C MCRantS of S1CI.......................................................................................................... 6
CLOSING COSTS;, PRORATIONS ........................................................... 7
�.111. Closiu, C'osts................................................................................................................... 7
5.02. Prorations ol'Tf ixcv......................................................................................................... 7
BROKERAGE COMMISSIONS ................................................................ 7
6.0 I. Brokers or f imlers.......................................................................................................... 7
MISCELLANEOUS ................................................................................... 7
7.III. Sun it nl oi'Teruis............................................................................................................ 7
7.02. Earl) Vow)...................................................................................................................... 7
7.03. Ewliamc.........................................................................................................................8
7.03. A Ilitlnt it ol'Woo-Foreign .Slntus......................................................................................8
7.05. Bintlint! F1'1ect..................................................................................................................S
7.II6. 4uttirc Ap,rccllwot............................................................................................................8
7.07. lleadio�s..........................................................................................................................S
7.08. rote•rprclalino...................................................................................................................N
7.09. Notices............................................................................................................................. 8
7.10. Cmurniu- L:m................................................................................................................ 8
7.11. Setcrahiiilt...................................................................................................................... 8
7.12. 11 ait cr............................................................................................................................. 9
7.13. Time of I'sscnie............................................................................................................... 9
7.14. f+urtlwr Acla.................................................................................................................... 9
7.15. Dkcrcliou in bacrcisiu='..idtl w.ol................................................................................. 9
7.16. Re crence to D:,i e................... ........................................................................................ 9
Izt!RCII r? ANI SALE AGREEMENT
,IOiN'T f.��)<,ROvV INSTRUCTIONS
(Escrow No. )
This Purchase and Sale Agreement and Joint Escrow Instructions ("Agreement"),
is entered into on 2003, between Qurrtec Waste
Industries, Inc a Allbrnrt Corporation ("Seller"), and the City of Palm Springs
("Purchaser") I leraallel: SeIICI and PuIChaSCCI" arc sometimes individually referred to as
"the Party" and collmovely as "the Panic;"
kEC fALS
This Agreement is made with relenence to the following facts'
A Seller owns certain real property (the "Property") which is described in
Exhibit "A" attached hereto and by this reference made a part hereof
B PLIrChaSo (ICCIICS to purchase the Properly on the terms and conditions
provided in this Agreement, for development as an inter-modal transfer, maintenance and
repair facility
C Seller is willing, to sell the Property under the terms set forth herein
OVf-ict,A ,4 'VE PROVISIONS
NOW I IIIIKP.FOIZI'. m consnlermion of the mutual covenants and conditions
provided in this Agmemm and the iucitals ,so lump above. which are incorporated
herein as a material part of this Agiecmcnt, the Parties hereby agree as follows'
WI , ICLE I
Purchn,s - '?urchall e Price - Title - Escrow.
I.O I. Ptirdme. SdA shall sell, and Purchaser shall purchase, the Property
L02. Purchase Price. The purchase price of the Property (the "Purchase Price")
shall be Six I lundred Thousand Dollars (`000,000 00) / � M�
1.03. Payuuent of Purchase Price. The Purchase Price shall be paid in
immediately available Cunds at the Closing,
1.04. Title Sod Perotilted Exceptions. The Property shall be conveyed to
Purchaser or PLII"ChaSelfS assianrc by gnma deed of Scller (the "Deed"), and shall not be
subject to an) lien,, charges, encumbrances, easements, restrictions, rights of way,
conditions, tenancies, uses, exceptions of restrictions orany Had or character, other those
which may be app (mY in waling by Purchaser following the date of this Agreement (the
"Permitted Exceptions")
I.OS. Escrow. By execution haco[; the Parties hereby enter into Escrow
No. (the "Encaow") at first American Title Company, San
Bernardino, Cahkinia (fhe "I.S(:row Aecnt"), ror the purpose of completing the purchase
and sale or the Properly as hroALWd in this Agreement This Agreement, including
Escrow Agent's standaid rorni of Genewl Provisions which are attached hereto as Exhibit
"B" and incorporated heicin by this rekience, shall constitute the Escrow Instructions
To the extent or any inconsistency hetwen the body of this Agreement and Exhibit "B"
however, the provisions contained in the bode ofthis Agreement shall control.
1.06, Depo;iis. Within live (5) days following the opening of Escrow, Purchaser
shall deposit into Mow the SUM Mi q Thousand Dollars ($60,000.00). Such deposit
shall be placed by the Escrov-v Agm into an interest bearing account for the benefit of
Purchaser, and such deposit, io��cthcr with all interest accrued thereon, shall be applied
against the Purchase PfiCU at llte Closin(l
THE DEPOSIT OF PURCHASER AND ALI. INTEREST ACCRUED THEREON SHALL
BE FULLY REFUNDABLE Tt) PURCIMSER IF THE ESCROW FAILS TO CLOSE AS
A RESULT or 'I'lIE FAILURE OI A CONDITION FOR THE BENEFIT OF
PURCHASER OR AS A RESULT or A DEFAULT ON THE PART OF SELLER,
HOWEVER, HF 'V'tIE ESCRow FAiLs fO CLOSE AS A RESULT OF A DEFAULT BY
PURCHASER, SELLER AND PURC'ILASER AGREE (BY PLACING THEIR INITIALS
BELOW THIS PARACRAPII) 'i'HAT IT WOULD BE IMPRACTICABLE OR
EXTREMELY DIFFICU1 r TO ASCERTAIN THE ACTUAL RESULTING DAMAGES
TO SELLER AND TILT '1'lll'_ DEPOSITS 01, PURCHASER, WITH ALL INTEREST
ACCRUED THIERFON, CON'S11FUTE A REASONABLE ESTIMATE OF SUCH
DAMAGES AND SHALL HE PAID 'lo SELLER AS LIQUIDATED DAMAGES IN
SUCI-1 EVENT. IN SUCH "I'IIL PAYMENT OF SUCH DEPOSIT AS
LIQUIDATED 1) MACES BY PURCILASFR SHALL, BF THE SOLE AND EXCLUSIVE
REMEDY OF .SELLEId IIrRI?cINDEt..
INITIALS: SELLF1y1 PURCHASER
ART,,CLC I
Prelhniu try Title Report - Title Insurance Policy.
2.01. Preliminaq Tile Repon, Promptly following the opening ofEscrow, the
Escrow Holder shall order a Preliminary Title Report (the "Title Report") from First
American Title Company (dw "'hale Company") relating to the property
All nwnctary ewepuons described in the Title Report shall be removed by the
Escrow Holder at the Closing using the purchase price
Purchaser shall have fifteen ( 15) days after receipt of the Title Report within
which to give Seller written nonce ("Purchaser's Notice") of Purchaser's disapproval of
any of the title exceptions in the Title Report The failure of Purchaser to give
Purchaser's Notice %yAllin such time period shall be deemed to constitute Purchaser's
disapproval of the Title keport and the title exceptions referenced therein. In the event of
Purchaser's disapproval of any title exceptions in the Title Report and, within ten (10)
days alter Sellers receipt of Purchaser's Notice, Seller shall give Purchaser written
notice (`Seller's Notice ) ol'aity dale cxcaptions listed in Purchaser's Notice which Seller
will not attempt to eliminate w r<ceptions from Purchaser's title policy Seller shall
promptly use all reasonable eating to eliminate prior to the Close of Escrow, at its sole
cost and expense, all title exceptions listed in Purchaser's Notice which Seller did not
identify in Seller's Notice
In the event that Seller delivers a Seller's Notice listing any of the disapproved
title exceptions, Purchaser shall have the nght to (a) terminate this Agreement or
(b) acquire the Property subject to the disapproved title exceptions included within
Seller's Notice Such right ,hell be axcrcised by Purchaser by giving either written notice
Of such termination d Tcnnination Nitr(2") or written notice of such election to accept
the disapproved title exceptions (' Acceptance Notice-) to Seller within fifteen (15) days
after Purchase's receipt of Seller'; Notice In the event that Purchaser should fail to give
either the Termmanon Notice or the Acceptance Notice within the time period set forth in
the preceding sentence, Purchaser shall be deemed to have given an Acceptance Notice
In no event shall Seller be NOW to Purchaser because Seller is unable to eliminate
any disapproval title enccpnous after using reasonable elrorts to do so, provided,
however, that in such event the followin_, options shall be available to Purchaser:
(A) Purchaser may acqu'ue the Property subject to the disapproved title
exceptions,
(B) Purchaser ilia)' tannmate this !Agreement, or
(C) Purchaser may extend the Closing Date for such reasonable Lime as may
be appropriate to allow Seller to remove the title exceptions in question,
and Sellei shall continue to LOU all reasonable ellorts to remove such title
exceptions
The terns Pernuted Exceptions" as used herein means (i) all title exceptions in
Me Th le Report which are approved by Purchaser, (ii) if Purchaser delivers an
Acceptance Nonce to Sella, all disapproved tale exceptions included within Seller's
Notice, and (iii) all other neuters affecting, the condition of title to the Property suffered
or created by or with the wnllen consent of Purchaser
In the event of any ternunation of this Agreement pursuant to the provisions of
this Section (Error! Reference source not found.. the parties shall each bear their own
costs and neither party shall have any ongoing liability to the other under this Agreement,
2.02. Tide insurance. Seller shall obtain and deliver to Purchaser a CLTA
Standard Coverage Policy of Title Insurance (the "Title Policy"), issued by the Title
Company in the name of Purchaser, in the lull amount of the Purchase Price, insuring
We to the Property in the mine of Purchaser, sub,jcct only to the Permitted Exceptions.
Seller shall pay all costs dssowal Oth such policy Wide insurance
103. Nolen), 'ru Re Conveyed. Seller shall deliver good and marketable title
to Purchaser by Grant Deed to the Pi operty, subject only to the Permitted Exceptions
AMICLE ill
3,01. Closing and Closing Uate. The purchase and sale of the Property as
provided in this Agreement shall he consummated at a closing (the "Closing") which
shall be held as the olliccs of the Escrow Agnit on or before
102. (Obligations of Seller at Closing. .At the Closing, Seller shall do the
following
(a) L:xceute. acl:n0w1ed(-1e and deliver the Deed to Purchaser or Purchaser's
assi,-ncc. which shall grant and convey to Purchaser or Purchaser's
asslunee dale to the Pro )erty, subject only to the Permitted Exceptions,
and cause the "Title Company to issue the Title Policy.
(b) Deliver possession of the Property to Purchaser or Purchaser's assignee,
flee ofall uses and occupancies
3.03. Oblipoious or Parchaser at Closing. At the Closing, Purchaser shall
cause the Escrow Agent to dchver to Seller the Purchase Price
3,04. Conditions to the (Noigatiun of Seller at Closing. In addition to any
other conditions proviciccl in this Agrccnunt fol the benefit of Purchaser, the obligation of
Seller to sell the Properly to Purchaser shall be subject to the condition that Purchaser
shall have performed and complied with all of the terms and conditions provided in this
Agreement to be performed or complied "Ah by Purchaser before or at the Closing. / � d I
3.05. Conditions to the Obligation of f urchaser al Closing. In addition to any
Other conditions provided in this Agreement lur the benefit of Purchaser, the obligation of
Purchaser to purchase the Property from Seller shall be subject to the ful{illment of all of
the following, conditions no lacer than the Closing
(a) Seller shall have perfbnned and complied with all of the terms and
conditions pro\idccl in this Agreement to be performed or complied with
by Seller before of at the Closing
(b) Purchaser shall havo approved any exceptions to OR which are identified
in the 'lltle RepoiI but which are not Permitted Exceptions.
(c) Purchaser shall have approved the environmental condition of the
Piopei ty, inoludilo all reports of consultants and investigators.
106. Teniah" hnL If any of the conditions to the Close of Escrow are not
satisfied as provided in this Agreement. the Party for whose benefit any unsatisfied
condition exists may lcinunste this Agi-cement and the Escrow, in which event all fiords,
including interest, and documents depu0ted by either Party into the Escrow shall be
returned to that Party forthwith In such event. the cancellation charges of the Escrow
Agent shall be shnird equally but"cen the l0ties
II'the Escrow fails to close as a result of the default of either Party, the following
shall occur
(a) If the Escrow fails to close as a result of the defaUh of Seller, Purchaser
may terininale this Agreement and the Escrow and recover from the
Escrow .Agent all lids,ds, including interest, and documents deposited by it
into the Gscrow and niay pursue against Seller all remedies which
PLIIChatier has at Ia\V or in equity and may recover all costs, fees and
expenses of vwq hind and character whatsoever incurred in connection
with the purchase and We of Be Property, including attorneys' fees hi
such c\enL the cancellation charges of [he Escrow Agent shall be paid by
Seller
(h) If the i;scrow tails to Close as a result of the default of Purchaser, Seller
may lcirminne this Agreement and the Escrow and recover all documents
deposited by Seller into the Escrow and, in such event, Be sole remedy of
Scllcr shall be to reco\ci the deposit or deposits of Purchaser, together
Mill I110CrC41. accnicd on the same, as provided in Section 1 06. In such
event, the eancallaiion char,es of the Escrow Agent shall be paid by a
deduction Hpinst such deposit or deposits
ARrd1l` LE. iAl
kLps-«unwhicylys, W.srranbes and Covenants.
4.01, ILepresentalious and lyarnmi cs or Seller. Seller represents and warrants
to Purchaser the following
(a) No part Of the Property has been used by Seller for the use, storage,
disposal or Ielrase of tovIc or hazardous substances or wastes and that, to
the best of Seller's ,coal Knowledge no part of the Property has ever been
SO used,
(b) I here is no pending or, to Seller's I:nowledge, threatened, condemnation
of similar proccedni affe ain,� the Property or any part of the same (other
than the threat of condemnation by Purchaser), or pending public
mproventcnt, in about or wside the Properly which shall in any manner
erect ,iccess to the Properiv, nor, to the ki-mvIedge Weller, any legal or
udinuusu,iti,ie acuon Uf any Itincl or character whatsoever affecting the
Properly which ,hall In any manner affect Purchaser upon the
consummation of the transactions contemplated by this Agreement, not-
does SCller have Knowledge that any such action is presently
comomplawd
(c) Pei roi mance of this A,rccmenl shall not result in any breach of or
cons[luuc any default iclunwe to or result in the imposition of any lien or
cncuinbrance upon the Property or any agreement or other instrument to
which Seller is a pony or by Mich the Properly may be bound
4112. SuMill or Reprrseutalions and Warranlics or Seller. The
representations and warranties piovolvo in Section 401 shall survive the Closing and
delivery of the wed and shall not be aflected by any investigation, verification or
approval by eilhcr Party or by anvone on hchalf of either Party
C01 Covenants of SHQr. SCller covenants and agrees as follows
(a) Sellci shall incicmnily and hold Purchaser Free and harmless from and
at,ain,t any and all cost,, expenses and liabilities (including attorneys'
ices) which Purchaser ntav sufFer or incur as a result of 0) acts of Seller,
its agents or employees occurring before the Closing Date, or (H) any
misrepiusemancm or breach by Seller of any warranty provided in Section
a 01, of (ill) the failure of Sutler to perl'orm any of its obligations provided
in this ALiecro nl
(b) Seller shall prompdv pav or cause to be paid, when due, and shall
indemnil'y and hold PIIICIWtiul" harmless from and against, any and all taxes
and assessments payable with respect to the Property which accrue prior to
the Closinfa Date &/+
CQoshig, Cos(4, ili-ol-atloils.
5.01. Closing Costs. Except as othen"se provided in this Agreement
(i) charges of the Escrow Agent, and other costs associated with the Escrow shall be
divided equally between the Parties, N) costs OF the Title Policy, documentary transfer
taxes, and recording costs shall be paid by the. Seller, and (iii) all other expenses incurred
by Seller or Purchaser with respect to the Transactions contemplated by this Agreement
including, without limitation, attorneys' fees, shall be paid by the Party incurring the
same
5.02. I'roralions or Tax". Secured properly taxes assessed against the Property
shall be prorated at the Closinp baticd upuu the latest available tax bill All proradons
shall be based upon a thirty (My clay nwnth
trd'tD;:E`r dam,' Coll]ill,lsslolls.
6.01, Brokers Or Fiiidej-s. Lach Party represents t0 the Other Party that n0
broker has hecn involved in connection with this transaction It is agreed that if any
claims for brokerage commissions or finder tees are ever made against Seller or
Purchaser in connection ��uh the transactions contemplated by this Agreement, all such
claims shall he paid by the Pat ty whose actions or alleged commitments Form the basis of
such claims and the Party whose actions or commitments form the basis Of such claims
shall indemnity and hold the other Party harmless from and against any and all such
claims and demands (including costs and attorneys' fees)
W 6 C'�slalleous.
7.01. Survival of 'Perms. 'Me terns and provisions of this Agreement shall
survive the C0tF1g U1ld shall remain in full lurce and effect thereafter
7.02. Vary- Entry. Purchaser shall be entitled to enter upon the Property before
the Closing Date fur the purposes of conducting studies and tests deemed appropriate by
Purchaser, and Cur commennng such construction as Purchaser may deem appropriate.
All such activities shall be performed at the cost Of purchaser and Purchaser shall
indemnify, defend and hold Seller hannless from law and all liability (including costs and
attorneys' lees) caused diicctly CO indirectly by entry of and/or construction by Purchaser
On the Property of the Clary ol, am/Or Construction by any of its agents, employees or
independent contrarlors
7.03. t:cchange. Sellol shall cuupeatte with Purchaser in any tax free exchange
under §1031 ul'the Internal Revalue, Code, or any similar statute, provided that Purchaser
shall pay all costs in connection therewith
7.N. Afridnvit u1' Nw,-Forei�u S1a1ns. Seller hereby certifies that it is not a
foreign corporation, rurein partnership, rorei.,n trust, foreign estate, or non-resident alien
£or purposes or the United Suacs Income Taxation (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations) Seller shall deliver to purchaser at
or before the Closing, such ducumerawhon as may be reasonably requested by Purchaser
to Confirm that it is not a lomien Pelson in compliance with Internal Revenue Code
Section 1445
105. Binding Erre, This Alwanent Will be binding upon and shall lame to
the Wort orthe. Parties and their respective successors and assigns
7.06. Entire Agreement/Cowltlele Compensation/Release. This Agreement
contains the entire agreement hctwecn the Parties relative to the subject matter of this
Agreement and these ale no ontl or parul syreemrnts existing between them relative to
the same %0hich am not expressly providod in this Agrecmenl "['his Agreement may only
be mod lied by a writing executed by both ol'the Parties
7.07. Hendiugs. the Sccuun headings contained in This Agreement are for
reference purposes only and shrill nut in any way an1w the meaning or interpretation of
this Agreement
7.08. tnlerltrrt:etiutr. AWhenever the context So requires, the singular and the
plural shall each be downed to include the other, and each of the masculine, the feminine
and the neuter shall each be deemed to include the other Should any provision of this
Agreement require interpretation, it is a�-,reed that the person or persons interpreting or
constnting the sane Shull not apply a presumption that the terms orthis Agreement shall
be more strictly construed auinst one prtrty by reason of the rule of construction that a
document is w he construed mole strictly against the party who itselfor through its agent
or counsel prepared the some or cauned the same to be Prepared The language in all parts
of this Agreement shall be in all cases construed simply, fairly, equitably and reasonably,
according to its plain meaning and not strictly for or against any of the parties
7.09. Notices. Any notice, consent, approval or other communication required or
permitted in connection with this Agreement shall be in writing and shall be personally
served or .,eat by cwrnhud United States mail, postage prepaid, return receipt requested,
addressed to Sc11cr or Purchaser, ;as the case nay be, at the addresses provided on the
signature page hereor Any such notice consent, approval or other communication shall
be deemed served Nvhcn receWd
7.10. Governing Law. This Agreement shall be construed according to the
internal laws or um State or cab",
7A 1. Severahilky. If any one or more of the provisions contained in this
Agreement shall rot any reason be held to be invalid, illegal or unenforceable in any
jL13
Nsge 8 or 1 u
respect, such invalidity, illegality or unen0rceabilily shall not affect any other provision
of this Aurecmcnt, and this A.,rcement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained in this Agreement. The parties hereto
agree to negotiate in good IAilh to replace any dlegal, invalid or unenforceable provision
of this Agreement with a Qyd, Wl and enforceable provision that, to the extent
possible, will preserve the Menu & baigH n of flu., Agreement, or otherwise to amend
this Agreement to achieve such result
7.12. Waivion No vrflnver by either Part), of any provision of this Agreement
shall be deemed at waiver oC anv other provision of this Agreement or of any subsequent
breach by the other Party of the sane provision
7.13. Tinte o6 Essence. Time is of the essence of this Agreement and each and
every provision ol'the saine
7.14. Further, .tots. Mach party shall cooperate with the other party to
accomplish the transaction dcscribcd herein including the execution of such additional
documents and the perlbr mom c o wch additional acts as may be reasonably required to
accomplish the saute
7.15. Discretion in Evorciviag 3udgment. Whenever a Party has the right to
exercise its judgment or to make an elecuon as provided in this Agreement, such
jud Mend or electum shall be it, the we discretion orwe exercising or electing Party.
7.16. Rererence to Ds>. Every relcrence In this Agreement to days shall be
deemed to be a Iel'orence to calendai days
IN WITNESS 0V'isEd EOF, the parties have executed this Agreement as of the
date first above written
SELLER: 1PURCIIASER:
BURR'C Ci: vv,,�Ls�n, V'V�V: CY"Y l' Oie PALM SPRINGS,
INDCIS TlcZIV S. , V IN'C.
A CALIFOUN1A CAMPOR,l"f1ON
BY: Viv:
AnnttMS: .tddre.�S:
Bun cc AVasic Indusmur Inc c/o Cup Manugcr
981) Chore As CM of Palm springs
Fontana CA )2 PO Bo,v 274,
,?uu C Taquni Cnncon Way
Patin Souls CA 92263-274,
lily
Kge 9 of 10
v « „
Lepl beseri,pp.ion of the Premises
Parcel 6 and the northerly 65 On of Parcel 5 of Parcel Map 20520, as shown by
map on file in Book I66, Niges 70 through 71 inclusive, of Parcel Maps, in the records
Of Riverside CountV, CalilCa nia
The panics acknowledge Ihat said Parcel 6 is intended to be enlarged to include
the northerly 65 IN of said Parcel 5 pursuant to a lot line adjustment to be fled.
Following, the c\ccubon of the Purchase and Sale Agreement and Joint Escrow
Instructions to which this exhibit is attached, Seller agrees to promptly prepare and file
said lot line adjustment applicauon, and Purchaser Hereby agrees to expeditiously process
said lot line adjustment application
�"
�',V6➢t�lh�f ,�
iLscrow agloy der"; st'i 1dard Provisions
MINUTE ORDER NO.
APPROVING PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW
INSTRUCTIONS WITH BURR GROUP , LP,
FOR A 4.85 ACRE PARCEL LOCATED AT
19T"AVENUE AND MCLANE STREET
I HEREBY CERTIFY that this Minute Order, approving a PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW INSTRUCTIONS with Burr Group, LP, for a 4.85
acre parcel located at 19th Avenue and McClane Street was adopted by the City Council
of the City of Palm Springs, California, in a form acceptable to the City Attorney,
in a meeting thereof held on the 19th day of November, 2003,
PATRICIA A. SANDERS
City Clerk
l � �
RESOLUTION NO.
OF THE CITY COUNCIL OF THE CITY OF PALM
SPRINGS, CALIFORNIA, AMENDING THE BUDGET FOR
THE 2003-04 FISCAL YEAR.
WHEREAS Resolution 20615 approving the budget for the fiscal year 2003-04 was
adopted on June 4, 2003; and
WHEREAS the City Manager has recommended, and the City Council desires to
approve, certain amendments to said budget;
NOW THEREFORE BE IT RESOLVED that the Director of Finance is authorized to
record inter-fund cash transfers as required in accordance with this Resolution, and that
Resolution 20615, adopting the budget for the 2003-04 fiscal year is hereby amended as
follows:
SECTION 1. ADDITIONS
Fund Activity Account Amount
125 1280 New Line Item $600,000
Purpose : Purchase a 4.85 parcel of land from Burr Group, LP, for the development of a
solid waste transfer station on 191h Avenue and McLane Street.
SECTION 2. SOURCE
Fund Activity Account Amount
125 1280 Fund Balance $600,000.
Adopted this day of 2003.
AYES:
NOES:
ABSENT:
ATTEST: CITY OF PALM SPRINGS, CALIFORNIA
By
City Clerk City Manager
REVIEWED AND APPROVED