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HomeMy WebLinkAbout7/16/2003 - STAFF REPORTS (20) AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ("Agreement") is made this _ day of 2003_ ("Effective Date"), by and between the Community Redevelopment Agency of the City of Palm Springs, a public body, corporate and politic, ("Agency") and the City of Palm Springs, a municipal corporation ("City"). RECITALS: A. The Community Redevelopment Agency did own a parcel of land of approximately 1.23 acres, which was a remainder parcel from two previous low-income senior apartment projects, and B. Section 33334.16 of California Redevelopment Law (Health & Safety Code Section 33334.16) declares that "the agency shall, within five years from the date it first acquires the property interest for the development of housing affordable to persons and families of low and moderate income, initiate activities consistent with the development of the property for that purpose"; C. Agency originally acquired the parcel on March 1, 1975 for such purposes, and contributed portions of the original site to low-income housing developments in 1995 and 1998, but as such has held the remaining land for longer than the five year limit; and D. The Agency desires to comply with the provisions of Section 33334.16, but also desires to ultimately use the parcel for a worthwhile project that would benefit families and individuals of low- or moderate income; and E. The Agency sold the parcel to the City of Palm Springs via an Agreement for Purchase and Sale approved October 17, 2001, which helped the Agency comply with the statute but that allowed the City to contribute the parcel to a project that meets the original intent of the purchase. F. The Agency has approved a Disposition and Development Agreement with Vista Sunrise Apartments, LP and McCormack Baron Salazar, Inc. at a public hearing on July 16, 2003, to develop an 85-unit HIV/AIDS housing project and a County-run Family Care Center, which meets the purposes under California Redevelopment Law. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows: TERMS AND CONDITIONS 1.1.1 PURCHASE AND SALE OF PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement, and for the consideration herein set forth, City hereby agrees to sell to Agency and Agency hereby agrees t./opurchase from City the City's 629/014094-0001/3204104.1 a07/11/3 f//////1 c " a 1 Ip `Y fee interest in the Property, as specifically described at Exhibit "A", attached hereto and made a part hereof. 2 PAYMENT OF PURCHASE PRICE. 1. Purchase Price. Agency agrees to purchase the Property from City and City agrees to sell the Property to Agency for the purchase price ("Purchase Price") of TWO HUNDRED FIVE THOUSAND AND 00/100 DOLLARS ($205,000.00), payable by Agency as set forth at Section 3.1 below. "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. 2. Time of Payment. The entire Purchase Price shall be paid in good funds on the conditions in Section 3.1 being met. 3. ESCROW. 1. Closing. Closing of the sale of the Property shall take place upon recordation of the Grant Deed by the Agency Assistant Secretary, The Closing Date shall be on or before October 31, 2003. The Agency shall execute a Promissory Note that will require it to pay the City the Purchase Price when its annual Low & Moderate Income Setaside reaches $1,800,000. 2. Conveyance of Title. Prior to Closing Date, City shall deliver to Assistant Secretary a Grant Deed ("Grant Deed") in the form of attached hereto as Exhibit "B", which Grant Deed shall convey all of City's interest in the fee to Agency. Assistant Secretary shall be instructed to record such Grant Deed in the Official Records of Riverside County, California. 3. EFFECTIVE DATE. This Agreement shall take effect from and after the date (which date shall be inserted into the preamble of this Agreement) of adoption and approval by the City pursuant to official action of the City. 5. NO WARRANTIES: "AS-IS" SALE. Except as set forth in this Agreement, Agency acknowledges that neither City nor any of its employees, agents or representatives has made any representations, warranties or agreements to or with Agency on behalf of City as to any matters concerning the Property, the physical condition, the present use thereof, the merchantability, or the suitability of Agency's intended use of the Property. Agency further acknowledges and agrees that the Property is to be purchased, conveyed and accepted by Agency in its present "AS-IS" condition. 6. RESPONSIBILITIES OF ESCROW HOLDER. 6.1 Deposit of Funds. All funds received in Escrow shall be deposited by the Escrow Holder in an escrow account with any state or national bank doing business in the State of California and insured by the Federal Deposit Insurance Corporation. 629/019069-0001/3209109.1 a07/11/3 CM I 2 6.2 Notices. All communications from the Escrow Holder shall be directed to the addresses and in the manner provided in Section 8.9 of this Agreement for notices, demands and communications between Agency and City. 6.3 Sufficiency of Documents. The Escrow Holder is not to be concerned with the sufficiency, validity, correctness of form, or content of any document prepared outside of Escrow and delivered to Escrow. The sole duty of the Escrow Holder is to accept such documents and follow Agency's and City's instructions for their use. 6.4 Exculpation of Escrow Holder. The Escrow Holder shall in no event be liable for the failure of any of the conditions to Closing, or for forgeries or false impersonation, unless such liability or damage is the result of negligence or willful misconduct by the Escrow Holder. 6.5 Responsibilities in the Event of Controversies. If any controversy documented in writing arises between Agency and City or with any third party with respect to the subject matter of the Escrow or its terms or conditions, the Escrow Holder shall not be required to determine the same, to return any money, papers or documents, or take any action regarding the Property prior to settlement of the controversy by a final decision of a court of competent jurisdiction or written agreement of the parties to the controversy. The Escrow Holder shall be responsible for timely notifying Agency and City of the controversy. In the event of such a controversy, the Escrow Holder shall not be liable for interest or damage costs resulting from failure to timely close the Escrow or take any other action unless such controversy has been caused by the failure of the Escrow Holder to perform its responsibilities hereunder. 7. MISCELLANEOUS. 7.1 Successors. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives, transferees, successors and assigns. The obligations of City under this Agreement shall inure to the benefit of Agency, any Agency of City, and their respective heirs, representatives, transferees, successors and assigns, 7.2. Time of Essence. Time is of the essence in this Agreement and with respect to each covenant and condition hereof. Agency and City each specifically agrees to strictly comply and perform its 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. 7.3 Time Period Computations. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and California state or national holidays unless the reference is to business days, in which event such weekends and holidays shall be excluded in the computation of time and provide that if the last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or California state or national holiday, such act or notice shall be deemed to have been timely performed or given on the next succeeding day which is not a Saturday, Sunday or California state or national holiday. 7.4 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This• Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the 627/014084-0001/3204104.1 .07/11/3 cc& ftcr3 3 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. 7.5 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. 7.6 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. 7.7 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 7.8 Merger of Prior Agreements and Understandings. This Agreement, and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. 7.9 Notices. Any notice which either party may desire to give to the other party 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; or (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; 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 Agency: Community Redevelopment Agency of the City of Palm Springs, 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Executive Director Copy to: Aleshire & Wynder, LLP Tower 17 18881 Von Karman Avenue, Suite 400 Irvine, California 92612 Attn: David J. Aleshire, Esq. e27/014oe9-0001/3204104.1 a07/11/3 4 To City: City of Palm Springs, 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager Either party may from time to time, by written notice to the others, designate a different address which shall be substituted for the one(s) above specified, and/or specify additional parties to be notified. 7.10 Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs and expenses incurred in addition to whatever other relief to which it may be entitled. 7.11 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. 7.12 Due Execution. The person(s) 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. ,C,r4, a4v 627/014084-0001/3204104.1 .07/11/3 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of,Property as of the date set forth above. "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic By: Chairman ATTEST: Assistant Secretary APPROVED AS TO FORM: Agency Counsel "City" THE CITY OF PALM SPRINGS, A MUNICIPAL CORPORATION AND CHARTER CITY By: Mayor 'CeAb 027/014094-0001/3204104.1 .07/11/3 6 EXHIBIT"A" LEGAL DESCRIPTION OF PROPERTY The Land is that certain real property located in the Agency of Palm Springs, County of Riverside, State of California, more particularly described as follows: Assessor's Parcel Number 507 100 036 A 1.23 ACRES PORTION, AS SHOWN IN THE ASSESSOR'S MAP, OF PARCEL 2 OF PARCEL MAP 27976, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 185 PAGES 42 AND 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. cra • 7 EXHIBIT "A" TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY GRANT DEED FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Clerk, City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263-2743 Order No. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF PALM SPRINGS,a municipal 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 subject to the existing easements, restrictions and covenants of record thereon, and subject to the terms of the Agreement for the Purchase and Sale of Real Property executed concurrently herewith. "City" THE CITY OF PALM SPRINGS, a municipal corporation By: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney EXHIBIT"1" LEGAL DESCRIPTION OF PROPERTY The Property is located in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: Assessor's Parcel Number 507 100 036 A 1.23 ACRES PORTION, AS SHOWN IN THE ASSESSOR'S MAP, OF PARCEL 2 OF PARCEL MAP 27976, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 185 PAGES 42 AND 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Proof of Publication In Newspaper STATE OF CALIFORNIA County of Riverside Jacquelin K, Welch says: 1. 1 am a citizen of the United States, a resident of the City of Desert Hot Springs, County of Riverside, State of California, and over the age of 18 years. 2. 1 am the Research & Production Assistant of The Public Record, a newspaper of general circulation printed and published in the City of Palm NOTICE OF JOINT PUBLIC HEARING Springs, County of Riverside; State of- NOTICE IS HEREBY GIVEN, that the Comemnity California. Said The Public Record is a Redevelopment Agency of the City of Palm Springs and the City of Palm Springs will hold a Joint Public Hearing in the City newspaper of general circulation as that Council Chambers, located at 3200 Tami lz Canyon Way, Palm Springs, California 92262, beginning at 700 p.m, term is defined in Government Code Wednesday,Juty 16,2003,Is consider the following section 6000, its status as such havingA Disposition and Development Agreement('DDA")between Vista Sunnse,L P and the Community Redevelopment been established by judicial decree of the Agency to the City of Palm Springs, including the sale of a 1 23 acts parcel located on the south Superior Court of the State of California in side of Vista China Road near Sunrise Way and for the County of Riverside in Palm Sprigs,California 92262 The Community Redevelopment Agency of the City of Proceeding No. Indio 49271, dated Palm Springs("Agency')proposes to enter a DDA with Vista March 31 1987 entered in Judgment Sunrise, LP for the s dipaa a developing dj cent t low- March income, special needs purpose of complex adjacent [o the Book No. 129, page 355, on March 31 , Desert AIDS Project officesand a County-run Family Medical pp Center on Su Way. The DDA calls for the Agency con- 1 987. firming the 1 23 acre City-owned parcel to project,as well as $1,300,000 in Agency Low Income Housing Sebrade funds 3. The Public Record is a newspaper of over a period of Iwo years.The partnership intends to apply for general circulation ascertained and Low Income Homing Tex Credits under Article 42 of the IRS established in the City of Palm Springs n Code The general partner in the preterit is McCormack Baron the County of Riverside, State of _Salazar,Inc.,a housing developer located in Los Angeles The California, Case No. RIC 358286, Filed and to partner is Desert AIDS rov Protect,which is contributing and to the protect and will provide case management services June 8, 2001. for the residents of the housing development. All interested parsons are invited to attend the Public 4. The notice, of which the annexed is a Hearing and express opinions on the item listed above. If you true printed copy, was published in the challenge the nature of the Imposed action in court,you may P pY p be limited to raising only those issues you or someone else newspaper on the following publication raised al the Public Hearing described in this notice,orinwrit- dates to wit: ten correspondence delivered to me City Clerk,at the address listed above,at or prior to the Public Hearing. Members of the public may view this document and all reforencetl documems in the Community Redevelopment July 1, 2003 Department, City Hell, and submit written coMm to the Jul 8 2003 Community Redevelopment Agency at or prior to the Y r Community Redevelopment Agency Meeting at or prier to the I certify under penalty of perjury that the public hearing described in this notice. above is true and correct. Further information,including a copy of the Amendment antl Resolution,prepared in accordance with Health and Safety Dated at Palm Springs, California, Code Section3 33,is available in the Ofies of the City Clerk, this 8In day of July 2003. at the above address. S'PATRICIAA.SANDERS, City Clerk ——-_ — - July 1,8,2003 �efffi v V Jacquelin K. Welch Research & Production Assistant RESOLUTION NO. OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE SALE OF A 53,578 SQUARE FOOT PARCEL TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS FOR THE AMOUNT OF $205,000. WHEREAS the City of Palm Springs does own a parcel of land of approximately 1.23 acres, which is remainder parcel from two previous low-income senior apartment projects, and which it purchased from the Community Redevelopment Agency in October, 2001 to comply with Section 33334.16 of California Redevelopment Law; and WHEREAS Section 33334.16 of California Redevelopment Law (Health & Safety Code Section 33334.16) declares that "the agency shall, within five years from the date it first acquires the property interest for the development of housing affordable to persons and families of low and moderate income, initiate activities consistent with the development of the property for that purpose"; and WHEREAS the Agency originally acquired the parcel on March 1, 1975 for such purposes, and as such has held the land for longer than the five year limit; and WHEREAS selling the parcel from the City of Palm Springs to the Agency would help the Agency to contribute the parcel to a project that meets the original intent of the purchase. NOW THEREFORE BE IT RESOLVED by the City of Palm Springs, that a Grant Deed conveying the 53,578 square foot parcel from the to the City of Palm Springs to the Community Redevelopment Agency of the City of Palm Springs, in a form approved by the City Attorney, is hereby approved. ADOPTED this day of 2003. AYES: NOES: ABSENT: ATTEST: THE CITY OF PALM SPRINGS, CALIFORNIA By City Clerk City Manager REVIEWED &APPROVED AS TO FORM - 6 RESOLUTION NO. OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE PURCHASE OF A 53,578 SQUARE FOOT PARCEL FROM THE CITY OF PALM SPRINGS FOR THE AMOUNT OF $205,000. WHEREAS the City of Palm Springs does own a parcel of land of approximately 1.23 acres, which is remainder parcel from two previous low-income senior apartment projects, and which it purchased from the Community Redevelopment Agency in October, 2001 to comply with Section 33334.16 of California Redevelopment Law; and WHEREAS Section 33334.16 of California Redevelopment Law (Health & Safety Code Section 33334.16) declares that "the agency shall, within five years from the date it first acquires the property interest for the development of housing affordable to persons and families of low and moderate income, initiate activities consistent with the development of the property for that purpose"; and WHEREAS the Agency originally acquired the parcel on March 1, 1975 for such purposes, and as such has held the land for longer than the five year limit; and WHEREAS selling the parcel from the City of Palm Springs to the Agency would help the Agency ,to contribute the parcel to a project that meets the original intent of the purchase. NOW THEREFORE BE IT RESOLVED by the Community Redevelopment Agency of the City of Palm Springs, that a Grant Deed conveying the 53,578 square foot parcel from the to the City of Palm Springs to the Community Redevelopment Agency of the City of Palm Springs, in a form approved by the City Attorney, is hereby approved. ADOPTED this day of 12003. AYES: NOES: ABSENT: ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA By Assistant Secretary Chairman REVIEWED &APPROVED AS TO FORM Ic. ira �.