HomeMy WebLinkAbout00452C - PELLUM PROPERTY PURCHASE SALE APN 669-396-005 DESERT HIGHLAND EST Tony
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AGREEMENT #452C
R1105, 8-2-00
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY("Agreement") is
made this ay of 2002 ("Effective Date"), by and between the
Community Redevelopment Agency efkrity of Palm Springs, a public body, corporate and politic
("Agency") and Tony Pellum ("Purchaser').
RECITALS:
A. Agency has investigated potential public uses for that certain property owned by
Agency and located within the City of Palm Springs and specifically described at Exhibit "A"
("Property").
B. Agency has inforrnally assessed the Property which assessment reveals a valuation
of Two Thousand Dollars ($2,000).
C. On June 9, 2000, Agency received an offer for the purchase of the Property from
Purchaser for Two Thousand Dollars ($2,000).
D. Agency is desirous of selling the Property to Purchaser pursuant to the terms and
conditions of this Agreement.
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
II. PURCHASE AND SALE OF PROPERTY. Subject to all of the terms, conditions and
provisions of this Agreement, and for the consideration herein set forth, Agency hereby agrees to
sell to Purchaser and Purchaser hereby agrees to purchase from Agency the Agency's fee interest
in the Property, as specifically described at Exhibit"A", attached hereto and made a part hereof.
III. PAYMENT OF PURCHASE PRICE.
A. Purchase Price. Purchaser agrees to purchase the Property from Agency and
Agency agrees to sell the Property to Purchaser for the purchase price ("Purchase Price") of TWO
THOUSAND AND 00/100 DOLLARS ($2,000.00), payable by Purchaser as set forth in Section IV
below.
"Good funds" shall mean a wire transfer of funds, cashiers or certified check drawn on or
issued by the offices of a financial institution located in the State of California, or cash.
B. Time of Payment. The entire Purchase Price shall be paid in good funds upon the
Effective Date of this Agreement.
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IV. ESCROW.
A. Closing . Closing of the sale of the Property shall take place through an
escrow to be established with a title insurance company selected by the Agency ('Title Company"
or "Escrow Holder"). The Closing Date shall be on or before August 30, 2002; provided, however,
that either party herein may, upon twenty(20) days prior written notice to the other party and receipt
of such other party's consent, elect to extend the Closing Date for a period of up to sixty(60) days.
B. Deposit. Prior to Agency's execution of this Agreement, Purchaser deposited a non-
refundable deposit with the Escrow Holder in the amount of Five Hundred and 00/100 Dollars
($500.00). Such sum shall be released by Escrow Holder to Agency. Upon close of escrow, such
sum shall be applied as a credit to the purchase price.
C. Payment of Balance of Purchase Price. No later than ten (10) business days prior to
the Close of Escrow, Purchaser shall execute, acknowledge (if appropriate) and deposit into
Escrow the balance of the Purchase Price, subtracting the Deposit made under Section 3.2 herein,
of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) to Escrow, plus all additional sums
necessary to dose the Escrow including, but not limited to, all closing costs which shall be payable
by Purchaser. Agency shall not be responsible for any costs in connection with the Escrow.
D. Purchase Costs. Subject to the terms and conditions set forth herein,
Purchaser hereby agrees to pay all escrow, dosing and other Property acquisition-related costs in
addition to the Purchase Price, incurred by the parties herein in the transfer of the Property
("Purchase Costs").
E. Conveyance of Title At the Closing Date, Agency shall deliver to Title Company a
Grant Deed ("Grant Deed") in the form of attached hereto as Exhibit "B", which Grant Deed shall
convey all of Agency's interest in the fee to Purchaser. Title Company shall be instructed to record
such Grant Deed in the Official Records of Riverside County, California, if and when Title Company
holds instruments and funds accruing to Purchaser and Agency.
F. Conditions Precedent to Transfer of Title. Agency shall not be obligated to
execute and deposit the Deed into Escrow, unless all of the following conditions are satisfied on or
before the Closing Date:
1. Purchaser has deposited into Escrow the funds described in Section IV (B)
above;
2. Purchaser has deposited into Escrow the funds described in Section IV (C)
above;
3. Purchaser has deposited into Escrow the funds described in Section IV (D)
above;
4. All necessary funds and documentation have been deposited into Escrow
pursuant to this Agreement and the Escrow Holder is irrevocably committed to dose
Escrow;
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5. Purchaser has satisfied all other conditions set forth in this Agreement
precedent to Close of Escrow; and
6. The Escrow Holder has notified Agency in writing that Purchaser has
satisfied all conditions to Close of Escrow.
Any waiver of the foregoing conditions must be express and in writing. In the event that
Purchaser fails to satisfy the above-referenced conditions precedent, or defaults in the performance
of its obligations hereunder, Agency may terminate this Agreement.
V. 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 Agency
pursuant to official action of the Agency.
VI. NO WARRANTIES: "AS-IS" SALE. Except as set forth in this Agreement, Purchaser
acknowledges that neither Agency nor any of its employees, agents or representatives has made
any representations, warranties or agreements to or with Purchaser on behalf of Agency as to any
matters concerning the Property, the physical condition, the present use thereof, the
merchantability, or the suitability of Purchaser'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.
VII. BROKERAGE COMMISSIONS If, and only if, Close of Escrow occurs, Seller shall
pay a broker's commission to Ingrid Baddour & Associates ("Broker") pursuant to the terms of a
separate written agreement between Agency and Broker. Except for the commission referred to in
the foregoing sentence, Purchaser, Agency and Broker each represent and warrant to the other
parties that no third party is entitled to a broker's commission and/or finder's fee with respect to the
transaction contemplated by this Agreement. Purchaser agrees to indemnify and hold the Agency
harmless from and against all liabilities, costs, damages and expenses, including, without limitation,
attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by
Purchaser, if any, to pay a brokers commission and/or finder's fee.
VIII. RESPONSIBILITIES OF ESCROW HOLDER.
A. 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.
B. Notices. All communications from the Escrow Holder shall be directed to the
addresses and in the manner provided in Section IX of this Agreement for notices, demands and
communications between Agency and Purchaser.
C. 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 Purchasers instructions for their use.
D. 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.
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D. 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.
E. Responsibilities in the Event of Controversies. If any controversy documented in
writing arises between Agency and Purchaser 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 Purchaser 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.
IX. MISCELLANEOUS MISCELLANEOUS.
A. Successors This Agreement shall be binding upon the parties hereto and their
respective heirs, representatives, transferees, successors and assigns. The obligations of
Purchaser under this Agreement shall inure to the benefit of Agency, any purchaser of Agency, and
their respective heirs, representatives, transferees, successors and assigns.
B. Time of Essence Time is of the essence in this Agreement and with respect to
each covenant and condition hereof. Agency and Purchaser 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.
C. 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.
D. 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 execution of this
Agreement. Titres 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.
E. 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.
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F. 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.
G. 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.
H. 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.
I. 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: Burke Williams &Sorensen
18301 Von Karman Drive, Suite 1050
Irvine, CA 92612-1009
Attn: David J. Aleshire, Esq.
To Purchaser. Tony Pellum
385 Avenida Cerca
Palm Springs, CA 92262
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.
J. Attomevs' 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.
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one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to
the original or the same counterpart.
L. 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.
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
Executive ire or
ATTEST:
Assistant Secretary Av?;20VE0 BY VHS �,Udtli&WVQuY REDEV.
AffiNZY BY REa, NO.1�� �Z—C7C7
4 �sd�
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APPROVED AS TO FORM:
Agency Counsel
"PL RCHASER"
TO AY PELILUM
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APPROVED
�ASSTTO FORM:
r'�—�--
Agency Counsel
IlplfCHASE
TO Y PELLUM
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EXHIBIT"A"
LEGAL DESCRIPTION OF PROPERTY
The Land is that certain real property located in the City of Palm Springs, County of
Riverside, State of California, more particularly described as follows:
Lot 65 in Map Book 24, Page 53 of Desert Highland Estates.
APN 669-396-005
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EXHIBIT"B"
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
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public
body, corporate and politic, hereby grants to Tony Pellum, 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.
"Agency"
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS, a public
body, corporate and politic
By:
Executive Director
ATTEST:
Assistant Secretary
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EXHIBIT "T'
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:
Lot 65 in Map Book 24, Page 53 of Desert Highland Estates.
APN 669-396-005
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