HomeMy WebLinkAbout00298C - CANYON DEVELOPMENT PA10 CV WATER DISTRICT 13.43 AC Canyon Development - PA10
Purchase/Sale Agr - Acq 13.43
acres from CV Co. Water Dist.
AGREEMENT ##298
R845, 2-5-92
PURCHASE/SALE AGREEMENT
This Agreement is entered into as of �2����y
( the date executed by Agency) , by and between the Community
Redevelopment Agency of the City of Palm Springs ( "Agency" )
and Canyon Development ( "Buyer") . Agency and Buyer agree as
follows:
I. (§100) PURPOSE OF AGREEMENT.
This Agreement and the attachments hereto are intended
to effectuate the purchase and sale of real property in the
Canyon Development Project Area (Redevelopment Project Area
Number 10) of the City of Palm Springs, by providing for the
purchase and sale of that certain real property owned by
Agency designated herein as the "Site. " The Purchase/Sale of
the Site pursuant to this Agreement is in the vital and best
interests of the City of Palm Springs, and the welfare of its
residents, is in accordance with the public purposes and
provisions of applicable federal, state, and local laws and
requirements .
Agency and Buyer are currently negotiating an owner
participation agreement for a golf course development. The
Site to be purchased and sold pursuant to this Agreement is
necessary for that development. Agency enters this Agreement
to assist Buyer in the purchase of the Site and facilitate
negotiation of the owner participation agreement.
II. (§200) DEFINITIONS.
The following terms as used in this Agreement shall have
the meanings given unless expressly provided to the contrary:
A. (§201) Agency. The term "Agency" shall mean
the Community Redevelopment Agency of the City of Palm
Springs, duly formed and existing pursuant to the Health and
Safety Code of the State of California.
B. ( §202) Agreement . The term "Agreement" shall
mean this entire Purchase/Sale Agreement, including all
attachments, which attachments are made a part hereof and
incorporated herein by this reference as if set forth in
their entirety, and all of the documents incorporated into
the agreement by reference.
C. ( §203) City. The term "City" shall mean the
City of Palm Springs, a municipal corporation, and a public
body, corporate and politic.
D. ( §204) Closing. The term "Closing" shall mean
the Closing of the Escrow by the Escrow Agents ' distribution
of funds and documents received through escrow to the party
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entitled thereto as provided herein. The Closing provided
herein shall occur concurrently with the closing of Escrow
Number 01210683 and after completion of all the party ' s
obligations hereunder .
E. ( §205) Days. The term "days" shall mean
calendar days and the statement of any time period herein
shall be calendar days, and not working days, unless
otherwise specified. If "working days" are specified, they
shall not include Saturdays, Sundays, or any day which is a
holiday for City or Agency employees .
F. ( §206) Deed. The term "Deed" or "Grant Deed"
shall mean that grant deed in substantially the form attached
hereto as Attachment "3, " by which Agency as Grantor shall
convey title to the Site to Buyer as Grantee.
G. ( §207) Effective Date. The "Effective Date" of
this Agreement shall occur after execution of the Agreement
by Buyer and approval hereof by the Agency, and shall mean
the date this Agreement is executed on behalf of the Agency.
H. (§208) Enforced Delay. The term "Enforced
Delay" shall mean any delay described in section 506, caused
without fault and beyond the reasonable control of a party,
which delay shall justify an extension of time to perform as
provided in section 506.
I . ( §209) Escrow. The term "Escrow" shall mean the
escrow established pursuant to this Agreement for the
administration of funds and conveyance of title to the Site
from Agency to Buyer.
J. ( §210) Escrow Agent. The term "Escrow Agent"
shall mean Stewart Title Company Escrow Office, located at
74-075 El Paseo, Suite A-12, P.O. Box 1801, Palm Desert,
California 92261 and empowered hereunder to act as escrow
agent for this transaction.
K. ( §211) Escrow Number 01210683. The term "Escrow
Number 01210683" shall mean the escrow established pursuant
to separate agreement for the administration of funds and
conveyance of title to the Site from the Coachella Valley
Water District to Agency which escrow shall close immediately
preceding or concurrent with the Closing of Escrow herein.
L. ( §212) Purchase Price. The term "Purchase
Price" shall mean the amount of Thirty Six Thousand Two
Hundred Sixty-One Dollars ($36,261. 00) , paid to Agency or
Agency ' s designee by the Buyer for conveyance of the Site to
the Buyer .
M. (§213) Redevelopment Plan. The term
"Redevelopment Plan" shall mean the redevelopment plan for
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the Canyon Development Project (Redevelopment Project Area
Number 10) within the City. Agency warrants and represents
that the Redevelopment Plan was validly adopted and is in
full force and effect. A copy of the Redevelopment Plan is
on file in the Office of the City Clerk of the City, located
at 3200 E. Tahquitz Canyon Way, Palm Springs, California
92263 .
N. (§214) Site and Site Mao. The property to be
purchased and sold, hereinafter referred to as the "Site, "
consists of approximately 13. 43 acres of land in the City of
Palm Springs, as shown in the "Site Map" attached hereto as
Attachment "l . " The Site is legally described in the "legal
description" attached hereto as Attachment "2. " Prior to the
conveyance of title to the Buyer, the boundaries of the Site
may be changed by mutual written agreement of the parties.
O. ( §215) Title. The term "Title" shall mean the
fee title conveyed to the Buyer pursuant to the Deed.
P. (§216) Title Company. The term "Title Company"
shall mean Stewart Title Company, located at 74-075 E1 Paseo,
Ste. A-12, P.O. Box 1801, Palm Desert, California 92261 and
empowered hereunder to act as the title company for this
transaction. The title officer shall be Betty Kirby.
III. (§300) PARTIES TO THE AGREEMENT.
A. ( §301) Agency. Agency is the Community
Redevelopment Agency of the City of Palm Springs, a public
body, corporate and politic, exercising governmental
functions and powers, and organized and existing under the
Community Redevelopment law of the State of California.
(Health and Safety Code §§ 33000 et sea. ) The office of
Agency is located at 322 E. Tahquitz Canyon Way, Palm
Springs, California 92263. The term "Agency" as used in
this Agreement includes the Community Redevelopment Agency of
the City of Palm Springs and any assignee of, or successor
to, its rights, powers, and responsibilities. Agency
warrants and represents to Buyer that upon the closing of
Escrow Number 01210683 (concurrent with the Closing herein) ,
Agency will be the owner of the fee title interest in the
Site. Agency warrants and represents to Buyer that it has
all requisite power and authority to enter into this
Agreement and perform all obligations as set forth hereunder.
IV. (§400) CONVEYANCE OF THE SITE.
A. (§401) Sale of the Site. In accordance and
subject to all terms, covenants and conditions of this
Agreement, Agency agrees to sell to the Buyer and Buyer
agrees to purchase from Agency the Site for the Purchase
Price of Thirty Six Thousand Two Hundred Sixty-one Dollars
( $36 , 261. 00) .
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B. ( §402) Escrow. The sale of the Site shall be
consummated through an Escrow account to be opened as
provided herein. The opening of the Escrow (the "Escrow
Opening Date" ) shall be deemed to be the date that a fully
executed copy of this Agreement is delivered to Escrow Agent .
This Agreement shall constitute the joint escrow instructions
of the Agency and Buyer. The Escrow Agent is empowered to
act under these instructions. Agency and Buyer shall
promptly prepare, execute, and deliver to the Escrow Agent
such additional escrow instructions consistent with the terms
herein as shall be reasonably necessary. No provision of any
additional escrow instructions shall modify this document
without specific written approval of the modifications by
both Buyer and Agency.
C. ( §403) Closing of Escrow. Escrow shall be
deemed closed (the "Closing Date" ) upon the recordation of
the Grant Deed to the Site pursuant to Section 406 below.
Escrow shall not be Closed until each of the parties have
performed all tasks and obligations upon which escrow is
conditioned and until title to the Site has vested in Agency
through the concurrent closing of Escrow Number 01210683 .
D. ( §404) Delivery of Documents.
1. Buyer ' s Obligations. Buyer agrees that on or
before 12: 00 o' clock Noon of the last business day
immediately preceding the concurrent Closing Date of this
Escrow and Escrow Number 01210683, Buyer shall deposit or
cause to be deposited with Escrow Agent the following:
(a) Cash or certified cashier ' s check in the
amount of the Purchase Price into Escrow Number
01210683; and
(b) Any and all additional funds,
instruments, or other documents required from Buyer
(executed and acknowledged if appropriate) as may
be necessary in order for Escrow Agent to comply
with the terms of this Agreement .
2. Agency' s Obligations. Agency agrees that on
or before 12 :00 o'clock Noon on the last business day
immediately preceding the concurrent Closing Date of this
Escrow and Escrow Number 01210683, Agency shall deposit or
cause to be deposited with Escrow Agent each of the
following:
(a) An executed and recordable Grant Deed in
substantially the form of Attachment 3;
(b) A certificate of non-foreign status in
the form normally provided by the Escrow Agent; and
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(c) All other funds, items and instruments
required from Agency (executed and acknowledged
where appropriate) as may be necessary in order for
Escrow Agent to comply with the terms of this
Agreement.
E. ( §405) Conditions to Close of Escrow.
1 . Buyer ' s Conditions to Closing. Buyer ' s
obligations to acquire the Site and Close escrow hereunder
shall, in addition to other conditions set forth herein in
favor of Buyer, be conditional and contingent upon the
satisfaction, or written waiver by Buyer, of each and all the
following conditions (collectively, the "Buyer ' s Condition to
Closing" ) :
(a) Title shall be conveyed in a good and
marketable condition, subject only to
conditions and exceptions to Title
approved pursuant to section 407
hereunder.
(b) Buyer shall have deposited into escrow
certificate ( "FIRPTA Certificate" ) in
such form as may be required by the
Internal Revenue Service pursuant to
section 1445 of the Internal Revenue
Code.
2. Agency' s Conditions to Closing. Agency ' s
obligation to sell the Site and to close Escrow herein shall,
in addition to any other conditions set forth herein in favor
of Agency, be conditional and contingent upon the
satisfaction, or written waiver by Agency, of each and all
the following conditions (collectively, the "Agency' s
Condition to Closing") :
(a) Buyer shall have timely deposited the
Purchase Price with Escrow Agent as
provided in section 404.
(b) Title to the Site shall be vested in
Agency.
(c) Buyer shall have taken all actions
necessary to cause the concurrent closing
of Escrow Number 01210683 including, but
not limited to, delivery of the Purchase
Price to Escrow Agent as provided in
Section 404 herein. Buyer acknowledges
that Agency is entering this Agreement
solely to accommodate Buyer ' s purchase of
the Site and agrees that if this Escrow
or Escrow Number 01210683 does not close
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for any reason other than Agency ' s
failure to take some necessary action
hereunder , Buyer shall indemnify and
defend Agency against any and all
liability which may arise due to failure
of either of the above-referenced escrows
to close as may be asserted against
Agency by the Coachella Valley Water
District or any other person or entity.
3. Both Parties ' Conditions to Closing. Prior to
the Closing Date, Buyer and Agency shall execute and deliver
a certificate ( "Taxpayer I.D. Certificate" ) in such form as
may be required by the Internal Revenue Service pursuant to
Section 6045 of the Internal Revenue Code, or any regulations
issued pursuant thereto, certifying as to the description of
the Site, Closing Date, gross price, and taxpayer identi-
fication number for Buyer and Agency. Prior to Closing,
Buyer and Agency shall cause to be delivered to the Escrow
Agent such other items, instruments and documents, and the
parties shall take such further actions, as may be necessary
or desirable in order to complete the Closing. At the
Closing neither party shall be in breach of its obligations
hereunder .
F. (§406) Conveyance of Site.
1. Time for Conveyance. The Closing Date shall
occur after satisfaction of all conditions to close of
escrow, but not later than June 27, 1992, unless extended by
the mutual written agreement of the parties or any Enforced
Delay. Possession of the Site shall be delivered to the
Buyer concurrently with conveyance of Title free of all
tenancies and occupants other than any title matters approved
in accordance with section 407.
2. Escrow Agent to Advise of Costs. At least
three ( 3) days prior to Closing Date, the Escrow agency shall
advise the Agency and Buyer in writing of fees, charges, and
costs necessary to clear Title and Close Escrow, and of any
documents which have not been provided by said party and
which must be deposited in escrow to permit timely Closing.
3. Recordation and Disbursement of Funds. Upon
the completion by the Agency and Buyer of the deliveries and
actions specified in these escrow instructions precedent to
Closing, the Escrow Agent shall be authorized to buy, affix,
and cancel any documentary stamps and pay any transfer tax
and recording fees, as required by law, and thereafter cause
to be recorded in the appropriate records of Riverside
County, California, the Deed and any other appropriate
instruments delivered through this Escrow, if necessary or
proper to, and provided that the Title interest can vest in
Buyer in accordance with the terms and provisions herein.
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Escrow Agent shall disburse all funds to all parties entitled
thereto and in particular, Escrow Agent shall disburse the
Purchase Price to the Coachella Valley County Water District
pursuant to Escrow Number 01210683 .
G. ( §407) Title Matters.
1. Condition of Title. Agency shall convey to
Buyer fee interest in the Site, subject only to ( i) the
Redevelopment Plan in this Agreement; ( ii) current taxes, a
lien not yet payable; ( iii) quasi-public utility, public
alley, and public street easements of record; and
( iv) covenants, conditions, and restrictions and other
encumbrances, and Title exceptions approved by the Buyer
under this section.
2. Approval of Title; Preliminary Report. As
soon as possible after the Escrow Opening Date, Agency or
Escrow Agent shall deliver to Buyer: (i) a preliminary title
report (the "Preliminary Title Report" ) issued by Title
Insurance Company describing the state of Title of the Site;
( ii) copies of all documents underlying the exceptions
specified therein; and (iii) a plot of all easements noted
therein. Buyer shall notify Agency in writing of any
objections Buyer may have to any Title exceptions contained
in the Preliminary title Report within ten (10) days after
Buyer ' s receipt of the Preliminary title Report ( "Buyer ' s
Objection Notice" ) . Agency shall have a period of five (5)
days after receipt of buyer ' s Objection Notice in which to
notify buyer of Agency' s election to either: ( i) agree to
remove the objectionable items prior to the Closing Date; or
( ii ) decline to remove any such Title exceptions and
terminate Escrow ( "Agency' s Notice" ) . If Agency notifies
Buyer of its election to terminate Escrow rather than remove
the objectionable items, Buyer shall have the right, by
written notice delivered to Agency within ten (10) days after
Buyer ' s receipt of Agency' s Notice to agree to accept the
Site subject to the objectionable items, in which event
Agency' s election to terminate the Escrow shall be of no
effect, and Buyer shall take title at the Closing Date
subject to such objectionable items. Only those title
exceptions specifically approved in writing by Buyer pursuant
to this section 407.2 ( the "Permitted title Exceptions" )
shall be permitted in the title Policy (as such term is
defined below) .
3. Title Policy. At the Closing Date Escrow
Agent shall furnish Buyer with a CLTA policy of title
insurance (the "Title Policy" ) for the Buyer ' s fee interest,
wherein the Title Company shall insure that title to the Site
shall be vested in Buyer, containing no exception to Title
which has not been approved or waived by Buyer in accordance
with this section. The title policy shall include any
available additional title insurance, extended coverage, or
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endorsements that Buyer has reasonably requested. Buyer
shall pay the premium for said title insurance, including any
extended coverage or special endorsements .
H. ( §408) Costs of Escrow.
1. Allocation of Costs . Escrow Agent is
authorized to allocate costs as follows : Buyer shall pay the
costs of the Title Policy as provided above and for any
additional insurance, extended coverage, or special
endorsements. Agency shall pay to clear any disapproved
exceptions. Buyer shall pay the documentary transfer taxes
as well as all recording fees. Buyer shall pay all Escrow
and similar fees, provided that if one party defaults under
this Agreement or cancels the Escrow through no fault of the
other, the defaulting party shall pay all escrow fees and
charges. Each party shall pay its own attorney' s fees.
2. Prorations and Adjustments . Ad vorem taxes
and assessments on the Site and insurance for the current
year shall be prorated by the Escrow Agent as of the Closing
Date with Agency responsible for those levied, assessed, or
imposed prior to the Closing Date, and the Buyer responsible
for those taxes, if any, arising thereafter . If actual taxes
are not known at the Closing, the proration shall be based
upon the most current tax figures. When the actual taxes for
the year of Closing become known, Buyer and Agency shall,
within thirty ( 30) days thereafter, re-prorate the taxes and
cash between the parties.
3. Extraordinary Services of Escrow Agent . It is
understood that escrow fees and charges contemplated by this
Agreement will incorporate the ordinary services and adminis-
trative services of the Escrow Agent as listed in these
instructions. In the event that the Escrow Agent renders any
service not provided for in this Agreement, or as this Agree-
ment may be amended, or that there is any assignment of any
interest in the subject matter of this escrow as may be
amended, or that any controversy arises hereunder, or that
the Escrow Agent is made a party to, or reasonably intervenes
in, any litigation pertaining to this escrow or the subject
matter thereof, then the Escrow Agent shall be reasonably
compensated for such extraordinary services and reimbursed
for all costs and expenses occasioned by such default,
controversy, or litigation. In the event the parties cannot
allocate the costs of same, the allocation of the financial
burden for said extraordinary services shall be determined by
arbitration as provided herein.
4. Escrow Agent ' s Right to Retain Documents .
Escrow Agent shall have the right to retain all documents
and/or other things of value at any time held by it hereunder
until such compensation, fees, costs, and expenses shall be
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paid. The undereiqhed hereby jointly and severaiiy promise
to pay such sums upon demand.
I. (§409) Responsibility of Escrow Agent.
1. Notices, All communications from the Escrow
Agent shall be ducted to they addresses and in the manner
provided in section Boo of this Agreement for notices,
demands, and communications between Agency and Seller.
2 . SUfficienoV of Documents. The Escrow Agent is
not to be concerned with the sufficianoy, validity, correct-
ness of form, or content of any document prepared outside of
escrow and delivered into escrow. The sole duty of the
Escrow Agent is to accept such documents and follow Buyer's
and Agency's instructions for their use.
3 . Patienca of Escrow Agent. The Escrow Agent
shall in no case or event .be liable for failure of any of the
conditions of Closing of this escrow, or for forgeries or
false impersonation, unless such liability or damage is a
result of negligence or willful misconduct by the escrow
agent.
4. Responsibilities in the Event of Controver-
sies. If any controversy documented in Writing arises
between Agency and Buyer or with any third party with respect
to the subjaot matter of this escrow, or its terms and
conditions, Escrow Agent shall not be required to determine
the same, to return any money, papers, or documents, or take
any action regarding the Site prior to settlement of the
controversy by a final decision by arbitration or by a court
Of competent jurisdiction as provided herein, or written
agreement of the parties as to the controversy. The Escrow
Agent shall be responsible for timely notifying Agency and
Buyer of the controversy. In the event of such a
controversy, the Escrow Agent shall not be liable for
interest or damage costs resulting from failure to timely
Close or take any other action unless such controversy has:
been caused by the failure of Escrow Agent to perform its
responsibilities hereunder.
J. (¢410) No warranties and Representations b
Agency. Buyer acknowledges that Agency is acquiring title to
the Site solely to facilitate the concurrent closing of
Escrow Number 01210683 and Buyer's purchase of the Site.
Agency will have title to the Site for the purpose of
conveying the Site to Buyer and thus does not warrant or
represent that there are no pending or threatened claims or
lawsuits that could adversely affect the use or value of the
Site, that the Site will be free from any tenant leases,
tenancies, licenses, or that Close of Escrow will not result
in a default or breach of any lease, mortgage or deed of
trust.
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Agency has made no investigation of the Site and makes
no warranty or representation relating to the soils, zoning
or suitability of the Site for Buyer's intended use. Agency
is selling the site in "AS SS" physical condition and does
not warrant or represent that Agency has not received notioe
or that there are no Hazardous Materials, or other materials
or conditions, located on, in or beneath the surface of the
Site, which would materially affect the value of the Site.
As used herein, the term "Hazardous Materials" shall be
defined as any substance or material defined or designated as
hazardous or toxic waste, hazardous or toxic material, a
hazardous or toxic substance, or other similar term, by any
federal, state, or local environmental statute, regulation,
or ordinance presently in effect,
V. Mon) DEVIkULm4, ArXXDJVG XND TDRUXUA,'1gGN.
A. (§501) Defaults, Right to Cure and Waivers.
Subject to any Enforced Delay, pursuant to section 505,
failure or delay by either party to timely perform an
covenant of this Agreement constitutes a default under this
Agreement, but only if the party who so fails or delays does
not commence to cure, correct or remedy such failure or delay
within thirty (30) days after receipt of a written notice
specifying such failure or delay, and does not thereafter
prosecute such pure, correction or remedy with diligence to
completion.
The injured party shall giva written notioe ur default
to the party in default, specifying the default complained of
by the injured party. Except as required to protect against
further damages, the injured party may not institute
proceedings against the party in default until thirty (30)
days after giving such notice. Failure or delay in giving
such notice shall not constitute a waiver of any default, nor
shall it change the time of default.
Except as otherwise provided in this Agreement, waiver
by either party of the performance of any covenant,
condition, or promise, shall not .invalidate this Agreement,
nor shall it be considered a waiver of any other covenant,
condition, or promise, waiver by either party of the time
for performing any act shall not constitute a waiver of time
for performing any other act or an identical act required to
be performed at a later time. The delay or forbearance by
either party in exercising any remedy or right as to any
default shall not operate as a waiver of any default or 6f
any rights or remedies or to deprive such party of its right
to institute and maintain any actions or proceedings which it
may deem necessary to protect, assert, or enforce any such
rights or remedies, unless as otherwise specifically set out
herein.
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B. (§502) Le al Actions.
1. Institution of Le al Actions and Forum. In
addition to any other r ghts or remedies, and sub act to the
requirements of section Sol, either party may institute legal
action to cure, correct or remedy any default, to recover
damages for any default, or to obtain any other remedy con-
sistent with the purpose of this Agreement. Legal actions
must be instituted and maintained in the superior Court of
the Counties of Riverside or Orange, State of California, in
any other appropriate court in those counties, or in the
Federal District Court in the Central District of California.
Notwithstanding the foregoing, the parties agree that any
dispute as between themselves shall be submitted to
arbitration as provided herein.
2 . Applicable Law. The laws of the State of
California shall govern the interpretation and enforcement of
this Agreement.
3. Acceptance of Service of Process. In the
event that any legal action is commenced by Buyer against
Hgency, service or process on Agency shall be made by
personal service upon the Executive Director or Secretary of
Agency, or in such other manner as may be provided by law.
In the event that any legal action is commenced by
Agency against Buyer, service of process on Buyer shall be
made in such manner as may be provided by law and shall be
valid whether made within or without the State of California.
C. (§503) Ri hts and Remedies are Cumulative.
Except as otherwise expressly stated in this Agreement, the
rights and remedies of the parties are cumulative, and the
exercise by either party of one or more of its rights or
remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the
same default or any other default by the other party.
D. (§504) Specific Performance. Notwithstanding
any other remedies permitted by this Agreement, if Agency
defaults hereunder by failing to perform under this Agree-
ment, Buyer agrees that it shall not be entitled to the
Judicial remedy of specific performance. In this regard,
Buyer specifically acknowledges that Agency is entering into
this Agreement for the purpose of assisting in the
redevelopment of the Site.
E. (§505) Attorrne I F'a If either party to this
Agreement is required to initiate or defend any action or
proceeding in any way connected with this Agreement, or is
made a party to any action or proceeding by the Escrow Agent
or other third party, the prevailing party in such action or
proceeding, in addition to any other relief which may be
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granted, whether legal or equitable, shall be entitled to
reasonable attorney's fees from the other. Attornay's fees
shall include attorney's fees on any appeal, and in addition
a party entitled to attorney's fees shall be entitled to all
other reasonable costs for investigating such action, taking
depositions and discovery and all other necessary costs the
court allows which are incurred in such litigation. All such
fees shall be deemed to have accrued on commencement of such
action and shall be enforceable whether or not such action is
prosecuted to judgment. This section shall not apply to
attorney's fees incurred in conjunction with any arbitration
which is pursued under the provisions of this Agreement.
F. (§506) Enforced Delays Extension of Times for
Performance. Time is cf the essence in the performance of
this Agreement.
Notwithstanding the foregoing, in addition to
specific provisions of this Agreement, performance by either
party hereunder shall not be deemed to be in default where
delays or defaulter are due to war; insurrection; strikes;
look-outs; riots; floods; earthquakes; fires; casualties;
supernatural causes; acts of the public enemy; epidemics;
quarantine restrictions; freight embargoes; lack of trans-
portation; governmental restrictions or priority litigation;
unusually severe weather; inability to secure necessary
labor, materials or tools; delays of any contractor, sub-
contractor or supplier; acts of the other party; acts or the
failure to act of a public or governmental agency or entity
(except that acts or the failure to act of Agency shall not
excuse performance by Agency unless the act or failure is
caused by the acts or omissions of Buyer) 1 or any other
causes beyond the reasonable Control or without the fault of
the party claiming an extension of time to perform. In the
event of such a delay (herein "Enforced Delay") , the party
dolayed shall continue to exercigo reasonable diligence to
minimize the period of the delay. An extension of time for
any such cause shall be limited to the period of the Enforced
Delay, and shall commence to run from the time of the com-
mencement of the cause, provided notice by the party claiming
such extension is sent to the other party within ten (10)
days of the commencement of the cause.
Times of performance under this Agreement may also be
extended by mutual written agreement by Agency and Buyer.
VI. (5600) GENERAL PROVI8I0148.
A. (§601) Notices Demands and Communications
Between the Parties. Except as expressly provided to the
contrary herein, any notice, demand, document or other item
to be given, delivered, furnished, or received hereunder
shall be deemed given, delivered, furnished, and received
when given in writing and personally delivered to an
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authorized agent of the applicable party, or upon delivery by
United States Postal Service, first class, registered, or
certified mail, postage prepaid, return receipt requested, or
by national "overnight" courier such as Federal Express, at
the time of delivery shown upon such receipt; either case,
delivered to the address and person as each party may from
time to time by written notice designate to the other, who
initially are:
To the community
Redevelopment Agency,
City of Palm Springs; 3200 E. Tahquitz Canyon Way
Palm Springs, California 92263
To Buyer: Canyon Development
2850 South Palm Canyon Drive
Palm Springs, California 92264
B. (§602) Nonliability of Bu er and A enc
Officials and Employees; conflicts of Interest Commissions.
1. Personal Liability. No member, official,
employee, agent or contractor of Agency shall be personally
liable to Buyer in the event of any default or breach by
Agency or for any amount which may become due to Buyer or on
any obligations under the terms of this Agreement, provided,
it is understood that nothing in this section is intended to
limit Agency's liability.
2 . FinanCial Interest. No member, official,
employee, or agent of AgencyT shall have any financial
interest, direct or indirect, in this Agreement, nor
participate in any decision relating to this Agreement which
is prohibited by law.
3 . Commissions. Neither Agency nor Buyer has
retained' any broker or finder, or has paid or given, and will
not pay or give, any third person any money or other
consideration for obtaining this Agreement. Neither party
shall be liable for any real estate commissions, brokerage
fees, or finders faas which may arise from this Agreement,
and each party agrees to hold the other harmless from any
claim by any broker, agent, or finder retained by such party.
C. (§603) Assurances to Act in Good Faith. Agency
and Buyer agree to execute all docu n mets and instruments and
to take all actions, including deposit of funds in addition
to such funds as may be specifically provided for herein, as
may be required in order to complete conveyance of the site
as herein contemplated, and shall use their best efforts to
accomplish the Closing in accordance with the provisions
hereof. Agency and Buyer shall each diligently and in good
faith pursue the satisfaction of any condition or contingency
subject to its approval.
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F
D. (§604) Interpretation. The terms of this
Agreement shall be construed in accordance with the meaning
of the language used, and shall not be construed for or
against either party by reason of the authorship of this
Agreement. The section headings are for the purposes of
convenience only, and shall not be construed to limit or
extend the meaning of this Agreement. This Agreement
includes all exhibits attached hereto, which by this
reference are incorporated into the Agreement in their
entirety.
E. (§605) Entire Agreement, waivers, and Amendment.
This Agreement integrates all of the terms and conditions
mentioned herein, or incidental hereto, and this Agreement
supersedes all negotiations, settlements, and previous
agreements between the parties with respect, to all or any
part of the subject matter hereof. All waivers of the
provisions of this Agreement, unless specified otherwise
herein, must be in writing and signed by the appropriate
authorities of Agency or Buyer, as applicable, and all
amendments hereto must be in writing and signed by the
appropriate authorities of Agency and Buyer.
F. (§606) Saverabilit . In the avant any term,
covenant, condition, provision, or agreement contained heroin
is held to be invalid,, void, or otherwise unenforceable, by
any court of competent juriesdiction, such holding shall in no
way affect the validity or enforceability of any term,
covenant, condition, provision or agreement contained herein.
G. (§607) Execution.
1. This Agreement may be executed in
counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one in the
same instrument.
2 . Agency represents and warrants that (i) it is
a redevelopment agency organizer) and existing under the laws
of the state of California; (ii) Agency has been duly
authorized to execute and deliver this Agreement, actin{ by
ds,a Uirough its duly authorized officers, and (iii) the
entering into this Agreement by Agency does not violate any
provision of any other agreement to which Agency is a party.
3 . Buyer represents and warrants that (i) the
signatories below are authorized to sign this Agreement, and
bind the parties on whose behalf they have signed; (ii) the
signatories below have been duly authorizedd to execute and
deliver this Agreement, and (iii) the entering into this
Agreement by 9uyer does not violate any provision of any
other agreement to which Buyer is a party.
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C � - � - 1 -
ATTEST: F1 WITN,... i3,
gQAssistant Secretary
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44
Exhibit A
ol PALA, CITY OF PALM SPRINGS
,REAL PROPERTY DIVISION
DATE:
,411F"rk\�
DESIGN BY: SCALE; FILE NO.
13.43 ACRES IV08E R-91-oU
CHECKED BY: APPROVED BY: SHEET NO.
Scclion_,6 T4,S., RjE.,SB.B,& M, OF