HomeMy WebLinkAbout00383C - PLAZA MERCADO PARKING LOT WESSMAN PROPERTY PURCHASE SALE CRA Hsg Fund Sale to City
Parking Parcel - Plaza Mercado
0 AGREEMENT #383C (R19241)
R1039, 5-6-98
AGREEMENT FOR PURCHASE AND SALE -- - -- —OF REAL PROPERTY
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
("Agreement") is made this ,!i1L day of May, 1998 ("Effective Date") ,
by and between the City of Palm Springs, a California municipal
corporation ("City") and the Palm Springs Housing Fund, by and
through the Community Redevelopment Agency of the City of Palm
Springs, a public body, corporate and politic (collectively
referred to as the "Agency") .
R E C I T A L S:
A. The Housing Fund of the Community Redevelopment Agency of
the City of Palm Springs ("Housing Fund") is the owner of that
certain real property and improvements and easements thereon
consisting of approximately seventy two thousand (72 , 000) square
feet located at 151 South Palm Canyon Drive in the City of Palm
Springs ("Property") .
B. Agency and John Wessman dba Wessman Development Company
("Wessman") entered into that certain Disposition and Development
Agreement dated July 7, 1992 , as modified by that certain letter
agreement dated January 21, 1993 (collectively the "Original DDA")
pursuant to which Wessman acquired the Property and transferred
that portion of the Property, together with all easements
therewith, referred to in the Original DDA as the "Parking Parcel, "
to the Housing Fund for two million eight hundred thousand dollars
($2 , 800, 000) , while Wessman retained title to the remaining portion
of the Property.
C. Under the Original DDA, the Agency was to develop a
residential condominium development above a multi-level parking
structure on the Parking Parcel portion of the Property (the
"Residential Project") , in accordance with the Declaration of
Covenants, Conditions and Restrictions and Grant of Easements,
executed by and between Wessman and the Agency on October 30, 1992
and recorded as Instrument No. 413900 in the Official Records of
Riverside County ("CC&Rs") .
D. In 1993 and 1994 and prior to construction of the
Residential Project, the Agency, through its contractor, undertook
financial feasibility and architectural design analyses
(Feasibility Studies) of the proposed Residential Project, from
which the Agency discovered that the Project would not be feasible
within the foreseeable future because the costs necessary to
prepare the Parking Parcel for, and construct, the Residential
Project were prohibitive.
E. As a result of the Feasibility Studies, on June 18, 1997,
Agency and Wessman executed a First Amended Disposition and
627/014084-0006/315857.5.1 a05/01/98
CI r&,,.-AL
Development Agreement ("Amended DDA") to cancel that portion of the
Original DDA regarding the construction of the Residential Project,
and revise the Parking Parcel size, configuration and easements, as
required by design refinements to Plaza Mercado ("Revised Parking
Parcel") , thereby reducing the total square feet of the Parking
Parcel to approximately fifty seven thousand nine hundred thirty
four (57,934) square feet to accommodate offsetting benefits to the
Parking Parcel and provide public open space along the Palm Canyon
frontage of Plaza Mercado. The Revised Parking Parcel is more
particularly described in Exhibit "A" attached hereto and
incorporated herein.
F. As a result of the elimination of the Residential Project
from the Original DDA, the parties herein acknowledge that they
have realized the following benefits:
• Accommodation of a more efficient and cost-
effective parking facility layout on the Parking
Parcel after the deletion of the housing component;
• Creation of public open space easements for outdoor
activities and special events which would benefit
the economic revitalization of downtown and help
mitigate the loss of the economic impact of the
housing component;
• Removal of a driveway access to the Parking Parcel
from Palm Canyon Drive to enhance the pedestrian
orientation of that corridor;
• Creation of easements for improved service,
maintenance and emergency access to the Parking
Parcel in lieu of the Agency's fee simple ownership
of property for these features; and
• Decrease of the City's maintenance cost exposure
for the Parking Parcel, increase of the property
tax revenue potential of the over-all project, and
the direct savings by the Agency of an estimated
$165, 000 in the event that a parking structure is
built on the Revised Parking Parcel.
G. Agency now wishes to sell the Parking Parcel to City
and City wishes to purchase the Revised Parking Parcel pursuant to
the terms and conditions of this Agreement.
H. Agency wishes to partially reimburse the Housing Fund for
the Housing Fund's participation in the Residential Project by
securing a Note payable to the Housing Fund for a total of
$546, 970, representing $79, 500 for one third (1/3) of the total
building and site demolition costs, $181, 575 for one half (1/2) of
the acquisition of housing/air rights, $107, 685 for one half (1/2)
of the housing/structural upgrade costs, and $178, 210 for one third
(1/3) of the acquisition of added setbacks/easements for the
Residential Project; and the Housing Fund wishes to write off
$546, 970, representing the balance of its investment of $2 , 800, 000
in the Residential Project, after the payment by the City of the
Purchase Price of $1, 706, 060, and the promissory note by the Agency
of 546, 970.
627/014084-0006/3158575.1 a05101/98 2
I. City and Agency are desirous of authorizing Wessman to
construct a 146 space public surface parking lot on the Revised
Parking Parcel, including landscaping and lighting to current City
standards, for costs to be paid by the City to Wessman, as provided
in the Amended DDA.
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. 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
City and City hereby agrees to purchase from Agency the Agency's
fee interest in and that certain real property know as the Revised
Parking Parcel, as more specifically described at Exhibit "A" ,
attached hereto and made a part hereof.
2 . PAYMENT OF PURCHASE PRICE.
2 . 1 Purchase Price. City agrees to purchase the Revised
Parking Parcel from Agency and Agency agrees to sell the Revised
Parking Parcel to City for the purchase price ("Purchase Price") of
ONE MILLION SEVEN HUNDRED SIX THOUSAND SIXTY DOLLARS ($1, 706, 060) ,
payable from the City's Parking Fund to the Agency's Housing Fund.
Total payments to the Housing Fund shall be $1, 706, 060 by the City
in good funds, representing $1,448 , 350 for the appraised value of
the Revised Parking Parcel land, $79, 500 for one third (1/3) of the
total building and site demolition costs, and $178,210 for one
third (1/3) of the acquisition of added setbacks/easements for the
Residential Project; also payable to the Housing Fund is $546, 970
by Agency in the form of that certain promissory note described 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 .2 Time of Payment. The entire Purchase Price shall be paid
in good funds upon the Effective Date of this Agreement.
ILL
627/014084-0006/3158575.1 a05/01/98 3
0 • 0. � .
3 . BALANCE PAYABLE TO HOUSING FUND.
3 . 1 Agency Indebtedness. The Agency agrees to execute a
Promissory Note ("Agency Note") in the amount of FIVE HUNDRED FORTY
SIX THOUSAND, NINE HUNDRED SEVENTY DOLLARS ($546, 970) , at the
annual interest rate of 6%, for the benefit of the Agency's Housing
Fund, representing partial reimbursement to the Agency's Housing
Fund for its initial participation in the Project, including
$79, 500 for one third (1/3) of the total building and site
demolition costs, $181, 575 for one half (1/2) of the acquisition of
housing/air rights, $107 , 685 for one half (1/2) of the
housing/structural upgrade costs, and $178, 210 for one third (1/3)
of the acquisition of added setbacks/easements for the Residential
Project. A copy of the Agency Note is attached hereto and
incorporated herein as Exhibit "B" . A copy of the Grant Deed
transferring the Revised Parking Parcel from Agency to City is
attached hereto and incorporated herein as Exhibit "C" .
3 . 2 Balance of Housing Fund's Investment. The remaining
balance of the payments and outlays made by the Housing Fund in its
participation in the Residential Project of FIVE HUNDRED FORTY SIX
THOUSAND NINE HUNDRED SEVENTY DOLLARS ($546, 970) ("Housing Fund
Balance") shall be borne solely, by the Housing Fund. The Agency
hereby agrees that its Housing Fund shall not be entitled to any
payment of the Housing Fund Balance from the City. The Housing
Fund Balance represents $2 , 800, 000 for the Housing Fund's original
purchase price for the Parking Parcel, minus the Purchase Price
payable by City of $1,706. 060, minus the Agency Note of $546, 970.
The allocation of the Housing Fund Balance to the Housing Fund
is done due to the fact that at the time the Housing Fund was
undertaking the Residential Project, it benefitted from the
demolition work, the structural upgrades needed to make the
building suitable for retail units and the additional easements
secured for the Parking Parcel.
4 . PARKING FACILITY.
4 . 1 Costs of Improvements. City agrees to pay Wessman or any
other contractor duly selected by the Agency ("Contractor") the
actual costs to such Contractor, not to exceed three hundred
seventy one four hundred ten dollars ($371, 410) to construct one
hundred forty six (146) space public surface parking lot on the
Parking Parcel, including landscaping and lighting, as designed by
Agency or with Agency's approval and to current City standards, as
provided in the Amended DDA and as may be further defined or
amended in any subsequent agreement between the Agency and
Contractor ("Parking Facility") . The total costs payable to
Contractor, as provided in this Section 4 . 1 includes eight percent
(8%) for the "overhead and fee" and five percent (5%) contingency
allowance, both pursuant to the terms of the Amended DDA.
6271014094-000613158575.1 05/01/98 4
4 . 2 Maintenance and Operation of Parking Facility. City,
through its employees, agents or contractors, agrees to operate and
maintain the Parking Facility upon the completion of construction
of the Parking Facility in accordance with City operation and
maintenance standards.
4 . 3 Liability and Indemnification. In contemplation of
Government Code Section 895. 2 imposing certain tort liability
jointly upon public entities solely by reason of such entities
being a party to an agreement defined by Government Code Section
895, the parties hereto, as between themselves, pursuant to the
authorization contained in Government Code Sections 895. 4 and
895. 6, shall each assume full liability imposed upon it, or any of
its officers, agents, or employees, by law for injury caused by
negligent or wrongful acts or omissions occurring in the
performance of this Agreement to the same extent that such
liability would be imposed in the absence of Section 895. 2 . To
achieve the above-stated purpose, each party indemnifies and holds
harmless the other party for any loss, costs, or expenses that may
be imposed upon such party solely by virtue of Section 895 . 2 . The
provisions of California Civil Code Section 2778 shall be
applicable to this Agreement.
4 . 4 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 and Agency
pursuant to official action of the governing bodies thereof.
5. NO WARRANTIES.
5. 1 "AS-IS" Sale. Except as set forth in this Agreement,
City acknowledges that neither Agency nor any of its employees,
agents or representatives has made any representations, warranties
or agreements to or with City on behalf of Agency as to any matters
concerning the Revised Parking Parcel, the physical condition, the
present use thereof, the merchantability, or the suitability of
City's intended use of the Revised Parking Parcel. City further
acknowledges and agrees that (with the exception of the
representations and warranties by Agency herein) the Revised
Parking Parcel is to be purchased, conveyed and accepted by City in
its present "AS-IS" condition.
5. 2 Changed Circumstances. If Agency becomes aware of any
fact or circumstance which would change or render incorrect, in
whole or in part, any representation or warranty made by Agency
under this Agreement, whether as of the date given or within four
(4) months thereafter and whether or not such representation or
warranty was based upon Agency's knowledge and/or belief as of a
certain date, Agency will give immediate written notice of such
changed fact or circumstance to City. City shall have ten (10)
days from the receipt of any notice by Agency of the material
change of any representation or warranty made by Agency hereunder
to terminate this Agreement by providing written notice to Agency,
627/014084-0006/3158575.1 a05/01/98 51 N" "
and receive return of its Purchase Price and any other sums paid to
Agency under this Agreement.
6. BROKERAGE COMMISSIONS. City and Agency each agree to
indemnify and hold the other parties 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 it, if any, to pay a broker's
commission and/or finder's fee.
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 Agency
under this Agreement shall inure to the benefit of City, any
purchaser 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.
City and Agency 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 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
627/014084-0006/3158575.1 .05/01/98 6
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 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.
627/014084-0006/3158575.1 a05/01/98 7
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:
MV
Agdncy/ Secretary ,: fT
a . . . .. -- r
,pp1ra.,t`;°�d
APPROVED AS TO FORM:
BY J67
Agenc unsel
"CITY"
CITY,,.O-F` PALM^SPRI
a m nicipal corpor on
By:
Ci y Manager
ATTEST:
Cite Clerk
APPROVED AS TO FORM:
City (Arney
627/014084-0006/3158575.1 a05/01/98 8
® i
EXHIBIT "A"
LEGAL DESCRIPTION OF REVISED PARKING PARCEL
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:
a
EXHIBIT "A"
TO AGREEMENT FOR PURCHASE
AND SALE OF REAL PROPERTY
627/014084-0006/3158575.1 a05/01198 1
EXHIBIT "A" .00�
LEGAL DESCRIPTION OF REVISED PARKING PARCEL
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:
fir,{'
EXHIBIT "A"
TO AGREEMENT FOR PURCHASE
AND SALE OF REAL PROPERTY
627/014084-0006/3159575.1 .04/28/98 1
• •
PROMISSORY NOTE ("AGENCY NOTE")
Palm Springs, California
FOR VALUE RECEIVED, the undersigned, the Community Redevelopment Agency
Central Business District Fund ("Maker") hereby promises to pay to the CRA Low
& Moderate Income Housing Fund ("Holder") , the principal sum of Five Hundred
Forty Six Thousand Nine Hundred Seventy dollars ($546,970) , together with
interest thereon at six percent (6%) per annum commencing May 6, 1998 ("Interest
Accrual Commencement Date") .
1. Repayment by Maker. Maker shall pay annually for the first five years
interest only in the amount of Thirty Two Thousand Eight Hundred Eighteen dollars
and Twenty Cents ($32,818.20) to Holder in lawful money of the United States,
commencing on May 6, 1999. If not sooner paid, the unpaid principal balance and
accrued interest hereunder shall be due and payable over the last ten years of
this note.
The repayment of the principal shall commence with the May 6, 2004 payment, in
equal annual installments over the succeeding 10 years in the amount of Seventy
Four Thousand Three Hundred Fifteen Dollars and Seventy Cents ($74,315.70) . Last
payment date is scheduled for May 6, 2013.
Any payments made by Maker in payment of this Note shall be applied first to the
interest then accrued and due on the unpaid principal balance under this Note,
and the remainder of each payment shall be applied to the reduction of the unpaid
principal.
2. Repayment. This Note may be prepaid in whole or in part at any time
without penalty.
3. Promissory Note. This Note is an unsecured Agency Note to formally
acknowledge the indebtedness of the Central Business District Fund to the Low &
Moderate Income Housing Fund.
4. Late Charge. Maker agrees that if Maker fails to make any payment
provided for herein more than ten (10) days after the due date thereof, it would
be impracticable or extremely difficult to fix the actual damages resulting
therefrom to Holder, and, therefore, Maker hereby agrees to pay to Holder a late
charge equal to five percent (5%) of any payment which is not made within ten
(10) days after the due date thereof, not as a penalty, but for the purpose of
defraying the expenses incident to handling such delinquent payment. Such late
charge represents the reasonable estimate of a fair average compensation for the
loss that may be sustained by Holder due to the failure of Maker to make timely
payments. Such late charge shall be paid without prejudice to the right of
Holder to collect any other amount provided to be paid or to declare a default
under this Note or the Deed of Trust securing same. Such late charge shall be
payable not later than thirty (30) days after the due date or the delinquent
payment and shall be secured by the Deed of Trust.
5. Acceleration of Obligation. Upon the failure to make payment of any
installment due under this Note as and when the same become due and payable
(whether by extension, acceleration or otherwise) , or in the event of default
under the Deed of Trust, or any breach of any other promise or obligation in this
Note or in any other instrument now or hereafter securing the indebtedness
evidenced hereby, then, and in any such events, Holder may, at its option,
declare this Note and the entire indebtedness hereby evidenced, including,
without limitation, all accrued interest, to be immediately due and payable and
collectible then or thereafter as Holder may elect, regardless of the date of
maturity, and notice of the exercise of said option is hereby expressly waived
by Maker.
6. Collection Costs; Attorneys' Fees. If this Note is not paid when due,
whether at maturity or by acceleration, Maker promises to pay all costs of
payment hereof or enforcement of any guarantee, incurred by Holder on account of
such collection, whether or not suit is filed hereon.
7. Waivers by Maker. Maker and all endorsers, guarantors and persons
liable or to become liable on this Note waive presentment, protest and demand,
notice of protest, demand and dishonor and nonpayment of this note and consent
to any and all renewals and extensions near the time of payment hereof and agree
further that at any time and from time to time without notice, the terms of
payments herein may be modified or the security described in any documents
securing this Note released in whole or in part, or increased, changed or
exchanged by agreement between Holder and any owner of the premises by agreement
between Holder and any owner of the premises affected by said documents securing
this Note, without in any way affecting the liability of any party to this Note
or any persons liable or to become liable with respect to any indebtedness
evidenced hereby. 17
i
S. Severability. The unenforceability of invalidity of any provision or
provisions of this Note as to any persons or circumstances shall not render that
provision or those provisions unenforceable or invalid as to any other provisions
or circumstances, and all provisions hereof, in all other respects, shall remain
valid and enforceable.
9. Modifications. Neither this Note nor any term hereof may be waived,
amended, discharged, modified, changed or terminated orally; not shall any waiver
of any provision hereof be effective except by an instrument in writing signed
by Maker and Holder. No delay or omission on the part of the Holder in
exercising any right hereunder shall operate as a waiver of such right or any
other right under this Note.
10. No Waiver by Holder. No waiver of any breach, defaults or failure of
condition under the terms of this Note shall be implied from any failure of the
Holder of this Note to take, or any delay be implied from any failure by the
Holder in taking action with respect to such breach, default or failure.
11. usury. Notwithstanding any provision in this Note, Deed of Trust or
other document securing same, the total liability for payment in the nature of
interest shall not exceed the limit now imposed by applicable laws of the State
of California.
12. Governing Law. This Note has been executed and delivered by Maker in
the State of California securing same, the total liability for payment in the
nature of interest shall not exceed the limit now imposed by applicable laws of
the State of California.
IN WITNESS WHEREOF, Maker has executed this Note as of the date and year
first above written.
Palm Springs Community Redevelopment Agency
By:
Executive Director
ATTEST:
Secretary
APPROVED AS TO FORM:
City Attorney
EXHIBIT "C"
GRANT DEED
FREE RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
CITY OF PALM SPRINGS, CALIFORNIA
3200 East Tahquitz Canyon Way
Palm Springs, California 92263
Attn: David J. Aleshire
Order No.
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
a public body, corporate and politic hereby grants to the CITY OF
PALM SPRINGS, a California municipal corporation, the real
property in the City of Palm Springs, County of Riverside, State
of California, described in Exhibit 11111 attached hereto and
incorporated herein, by reference subject to the existing
easements, restrictions and covenants of record thereon (the
"Property") .
Dated: COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a public
body, corporate and politic
By:
Chairman
ATTEST:
Agency Secretary
EXHIBIT "C"
TO AGREEMENT FOR PURCHASE
AND SALE OF REAL PROPERTY
627/014084-0006/3158575.1 a05/01/98 1
EXHIBIT "1"
LEGAL DESCRIPTION OF REVISED PARKING PARCEL
The Revised Parking Parcel is located in the City of Palm
Springs, County of Riverside, State of California, more
particularly described as follows:
627/014084-0006/3158575.1 n05/01/98 -2-
G.Y.
315127 -
RECEIVED FOR RECORD
AT 8:00 AID
GRANT DEED
JUL 3 0 1998
FREE RECORDING REQUESTED BY PAWdd In O&W Remrth
AND WHEN RECORDED RETURN TO: dffiv"CoAlcw-i°
Recorder
Fees i �.
CITY OF PALM SPRINGS, CALIFORNIA
�UQ 3200 East Tahquitz Canyon Way
a 7�3 Palm Springs, California 92263
Attn: �—J�' es '
' l
M .
Order No.
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
a public body, corporate and politic hereby grants to the CITY OF
PALM SPRINGS, a California municipal corporation, 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 (the
"Property" ) .
Dated: /COMMUNITY. REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, , a public
body, corporate and politic
By:
Chairman
ATTEST:
/
g ncy Secretary
627/014084 WW3158575.1 A5/01/98 1
315127
EXIBIT "1"
GR. DEED
AGENCY TO CITY
PAGE 1 of 2
R-92-014
LEGAL DESCRIPTION OF REVISED PARKING PARCEL
The Revised Parking Parcel is located in the City of Palm
Springs, County of Riverside, State of California, more
particularly described as follows:
PARCEL 1 OF PARCEL MAP NO. 27774 AS RECORDED IN PARCEL MAP BOOK 190
AT PAGES 57 AND 58, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXHIBIT " 1 "
EXIBIT "It' 4kR.SEC 15 T . 4S . I R . 4E
GR. DEED `315�Z'f
AGENCY To CITY CITY OF PALM SPRINGS
PAGE 2 of 2
R-92-014
56
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EXHIBIT " 1 if
0 0 315127
State of California
SS.
County of Riverside G
On - �j / before me, ELAINE L. WEDEKIND, Notary
Pub ic, personally appeared *** WILLIAM G. KLEINDIENST & JUDITH
SUMICH ***, personally known to me to be the persons whose names
are subscribed to the within instrument and acknowledged to me that
they executed the same in their authorized capacities, and that by
their signatures on the instrument the persona, or the entity upon
behalf of which the persons acted, executed the instrument.
WITN S my hand and offici, al .
Notary Public
ELAINC L.WEDEKND r
COMM.4�1063357
z ,`n'>l;.r t: Notary Public—California
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' My Comm E:,-:m3 f-EB 3,1999 it
• • 315127
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by
GRANT DEED
dated: June 11, 1998
from,
COMMUNITY REDEVELOPMENT AGENCY, a public body
corporate and politic
Grantor, to the CITY OF PALM SPRINGS, a municipal corporation, Grantee is hereby
accepted by the City Clerk of said City of Palm Springs, on this 28th day of July, 1998,
pursuant to authority granted by the City Council of said City, by Resolution No. 19241
made on the 6th day of May, 1998, and the Grantee consents to ecordation thereof by
the City Clerk, its duly authorized officer.
Dated at Palm Springs, California, this 28th day of July, 1998.8.
JUDITH SUMICH
City Clerk
Rev. 3/98
DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of
Trust securing same, must be surrendered to Trustee for cancella-
tion before reconveyance will be made.
PROMISSORY NOTE SECURED BY DEED OF TRUST
1
$546, 970. 00 May �.L) , 1998
Palm Springs, California
FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises
to pay to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, a public body, corporate and politic ("Holder") , at a
place designated by Holder, the principal sum of FIVE HUNDRED FORTY
SIX THOUSAND NINE HUNDRED SEVENTY DOLLARS ($546,970) , together with
interest thereon at six percent (6%) per annum commencing on May
1998 ("Interest Accrual Commencement Date") .
1. Repayment by Maker. Maker shall pay monthly installments
of principal and interest in the amount of NINE THOUSAND SIX
HUNDRED SIXTY THREE DOLLARS AND FOURTEEN CENTS ($9663 . 14) each to
Holder in lawful money of the United States, commencing on the
first day of the first full calendar month following the calendar
month during which the Interest Accrual Commencement Date occurs
and continuing on the first day of each calendar month thereafter
until principal and interest has been fully paid; provided that the
payment due on the first day of the first full calendar month
following the calendar month during which the Interest Accrual
Commencement Date occurs shall be prorated based on a thirty (30)
day month. If not sooner paid, the unpaid principal balance and
accrued interest hereunder shall be due and payable five years from
the Interest Accrual Commencement Date.
Any payments made by Maker in payment of this Note shall
be applied first to the interest then accrued and due on the unpaid
principal balance under this Note, and the remainder of each
payment shall be applied to the reduction of the unpaid principal.
2 . Prepayment. This Note may be prepaid in whole or in part
at any time without penalty.
3 . Note Secured by Deed of Trust. This Note is secured by
a Grant Deed and Assignment of Rents of even date herewith,
encumbering certain real property located in the County of
Riverside, State of California, more particularly described
therein, and any other instruments, now or hereafter executed by
Maker in favor of Holder, which in any manner constitute additional
security for this Note ("Grant Deed") .
4 . Late Charge. Maker agrees that if Maker fails to make
any payment provided for herein more than ten (10) days after the
due date thereof, it would be impracticable or extremely difficult
to fix the actual damages resulting therefrom to Holder, and,
therefore, Maker hereby agrees to pay to Holder a late charge equal
627/014084-0006/3158575,1 n05/01/98 1
to five percent (5%) of any payment which is not made within ten
(10) days after the due date thereof, not as a penalty, but for the
purpose of defraying the expenses incident to handling such
delinquent payment. Such late charge represents the reasonable
estimate of a fair average compensation for the loss that may be
sustained by Holder due to the failure of Maker to make timely
payments. Such late charge shall be paid without prejudice to the
right of Holder to collect any other amount provided to be paid or
to declare a default under this Note or the Grant Deed securing
same. Such late charge shall be payable not later than thirty (30)
days after the due date of the delinquent payment and shall be
secured by the Grant Deed.
5. Acceleration of obligation. Upon the failure to make
payment of any installment due under this Note as and when the same
becomes due and payable (whether by extension, acceleration or
otherwise) , or in the event of default under the Grant Deed, or any
breach of any other promise or obligation in this Note or in any
other instrument now or hereafter securing the indebtedness
evidenced hereby, then, and in any of such events, Holder may, at
its option, declare this Note and the entire indebtedness hereby
evidenced, including, without limitation, all accrued interest, to
be immediately due and payable and collectible then or thereafter
as Holder may elect, regardless of the date of maturity, and notice
of the exercise of said option is hereby expressly waived by Maker.
6. Collection Costs; Attorneys' Fees. If this Note is not
paid when due, whether at maturity or by acceleration, Maker
promises to pay all costs of collection, including, but not limited
to, attorneys' fees and all expenses incurred in connection with
the protection or realization of the collateral securing the
payment hereof or enforcement of any guarantee, incurred by Holder
on account of such collection, whether or not suit is filed hereon.
7. Waivers by Maker. Maker and all endorsers, guarantors
and persons liable or to become liable on this Note waive
presentment, protest and demand, notice of protest, demand and
dishonor and nonpayment of this Note and any and all other notices
or matters of a like nature, and consent to any and all renewals
and extensions near the time of payment hereof and agree further
that at any time and from time to time without notice, the terms of
payment herein may be modified or the security described in any
documents securing this Note released in whole or in party or
increased, changed or exchanged by agreement between Holder and any
owner of the premises affected by said documents securing this
Note, without in any way affecting the liability of any party to
this Note or any persons liable or to become liable with respect to
any indebtedness evidenced hereby.
8 . Due on Sale; Due on Encumbrance. In the event Maker
shall, directly or indirectly, voluntarily or involuntarily, sell,
enter into a contract of sale, assign, transfer, dispose of,
alienate or further encumber or agree to sell, enter into a
contract of sale, alienate, assign, transfer or dispose of all or
627/014084-0006/3158575.1 a05/01/98 2 o
any portion of any interest in the property which is the subject of
the Grant Deed without obtaining Holder's prior written approval,
then, or at any time thereafter, Holder, at its option, may declare
the entire indebtedness evidenced hereby immediately due and
payable.
9. Severability. The unenforceability or invalidity of any
provision or provisions of this Note as to any persons or
circumstances shall not render that provision or those provisions
unenforceable or invalid as to any other provisions or
circumstances, and all provisions hereof, in all other respects,
shall remain valid and enforceable.
10. Modifications. Neither this Note nor any term hereof may
be waived, amended, discharged, modified, changed or terminated
orally; nor shall any waiver of any provision hereof be effective
except by an instrument in writing signed by Maker and Holder. No
delay or omission on the part of Holder in exercising any right
hereunder shall operate as a waiver of such right or of any other
right under this Note.
11. No Waiver by Holder. No waiver of any breach, default or
failure of condition under the terms of this Note or the Grant Deed
or the obligation secured thereby shall be implied from any failure
of the Holder of this Note to take, or any delay be implied from
any failure by the Holder in taking action with respect to such
breach, default or failure from any prior waiver of any similar or
unrelated breach, default or failure.
12 . Usurv. Notwithstanding any provision in this Note, Grant
Deed or other document securing same, the total liability for
payment in the nature of interest shall not exceed the limit now
imposed by applicable laws of the State of California.
13 . Governing Law. This Note has been executed and delivered
by Maker in the State of California and is to be governed and
construed in accordance with the laws thereof.
627/014084-0006/3158575.1 a05/01/98 3
IN WITNESS WHEREOF, Maker has executed this Note as of the
date and year first above written.
"Maker"
CITY OF PALM-
SPRI Si a mu- ' cipal corpo9- gn
By:
City (Ma—nager
ATTEST:
1p
Sl— C,L
City lerk
APPROVED AS TO FORM:
'E�lty' AtW6ey'
B y
laq
627/014084-0006/3158575.1 a05/01/98 4