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SOUTH PALM CANYON REDEVELOPMENT PROJECT
PALM SPRINGS, CALIFORNIA Dennis Illingworth PA3B5
Owner Participation Agreement
Q� AGREEMENT #231
R676, 1-17-90
I�
OWNER PARTICIPATION AGREEMENT
By and Between
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
Agency, II
and
DENNIS ILLINGWORTH
Developer,
i 149708
TABLE OF CONTENTS
Pacre
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
I. PARTIES TO THE AGREEMENT . . . . . . . . . . . . . . 1
II. PROPERTY DESCRIPTION . . . . . . . . . . . . . . . . 2
A. Owner' s Parcel: . . . . . . . . . . . . . . . . 2
B. Sales Parcel: . . . . . . . . . . . . . . . . . 2
III. PROJECT DESCRIPTION . . . . . . . . . . . . . . . . . 3
A. By Participant . . . . . . . . . . . . . . . . . 3
B. By Agency . . . . . . . . . . . . . . . . . . . 3
IV. AGENCY ACQUISITION OF SALES PARCEL . . . . . . . . . 4
A. Participant' s Purchase Price . . . . . . . . . . 4
B. Escrow . . . . . . . . . . . . . . . . . . . . . 4
C. Conveyance of Title. and Delivery of Possession . 7
D. Forms of Instruments . . . . . . . . . . . . . . 7
E. Condition of Title . . . . . . . . . . . . . . . 7
F. Time For and Place for Delivery of Instrument 8
G. Recordation . . . . . . . . . . . . . . . . . . 8
H. Title Insurance . . . . . . . . . . . . . . . . 8
I . Taxes and Assessments . . . . . . . . . . . . . 8
J. Possession of the Sales Parcel . . . . . . . . . 8
K. Zoning of Site . . . . . . . . . . . . . . . . . 8
L. Condition of the Sales Parcel . . . . . . . . . 9
i.
149708
TABLE OF CONTENTS
(Con' t. )
Pa4e
M. Preliminary Work by Participant . . . . . . . . 9
N. Submission of Evidence of Financing Commitments 10
V. USE OF THE SITE . . . . . . . . . . . . . . . . . . . 11
VI. TERMS AND CONDITIONS . . . . . . . . . . . . . . . . 12
A. Transfer and Assignment . . . . . . . . . . . . 12
B. Schedule of Performance . . . . . . . . . . . . 13
C. Termination by Agency . . . . . . . . . . . . . 13
D. Termination by Participant . . . . . . . . . . . 13
E. Notice Before Termination . . . . . . . . . . . 13
F. Agency Right to Reenter, Repossess,
Terminate and Revest . . . . . . . . . . . . . . 13
G. Purchase of Participant' s Property by Agency . . 14
VII. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . 14
A. Agency Employees , Members . . . . . . . . . . . 14
B. Right to Enter . . . . . . . . . . . . . . . . . 15
C. Indemnification and Insurance . . . . . . . . . 15
D. Acquisition of Other Public Agency . . . . . . . 16
E. Time is of the Essence . . . . . . . . . . . . . 16
F. Binding Effect of Agreement . . . . . . . . . . 16
G. Effect and Duration of Covenants . . . . . . . . 16
ii.
6eL-TUR 8 'a 0:
CITY OF Pill"] c^PiifNCiS
BOX 1786
PALM RRINCiS. CFI. P22
E)MIBIT LIST
Exhibit A Site Map
Exhibit B Schedule of Performance
Exhibit C Form of Grant Deed
Exhibit D Agreement Containing Covenants
Affecting Real Property
Iffy CLERK
CITY OF P 11 w PWIGS
k BOX 17ES
PALM SPRINGS, CA. 9226$
OWNER PARTICIPATION AGREEMENT
X o
This Agreement is entered into this fZ day of 198"9",
by and between the COMMUNITY REDEVELOPMENT AGENCY OF HE CITY OF PALM
SPRINGS ("Agency") and DENNIS ILLINGWORTH ("Participant") .
RECITALS
,A. The purpose of the Agreement is to effectuate the
Redevelopment Plan for the South Palm Canyon Redevelopment Project
Area ("Plan") , adopted by the City Council of the City of Palm Springs
("City") by Ordinance No. 1203 on December 30, 1983.
B. The Participant owns certain real property ("Owner' s
Parcel") within the South Palm Canyon Redevelopment Project Area
("Project Area" ) . The Participant proposes to acquire from the Agency
an adjacent parcel ("Sales Parcel") . Agency has already filed that
certain eminent domain action to acquire the Sales Parcel to implement
the Plan.
C. The Participant proposes to combine the two parcels into a
single site ("Site") to implement the Plan as provided herein. The
Site is shown on the map attached hereto as Exhibit "A" and
incorporated herein by reference.
D. The purpose of this Agreement is to specify each party' s
obligations in the implementation of the Participant' s proposed
upgrading and redevelopment of the Site (the "Project" ) .
I. PARTIES TO THE AGREEMENT
A. The Agency is a public body, corporate and politic,
exercising governmental functions and powers and organized under the
Community Redevelopment Law of the State of California. The offices
of the Agency are located at 3200 East Tahquitz McCallum Way, Palm
Springs, California 92262 .
B. The Participant is an individual residing at 195 Claremont
Avenue, #219 , Long Beach, California 90803 .
• 1497(IS
II. PRO PE DESCRIPTIM
A. owner's Parcel:
Beginning at the southwest corner of Lot 12, Palm Valley
Colony Lands, Section 23, Township 4 south, Range 4 east, as shown by
Map on file in Book 14 page 652 of maps, San Diego County Records;
thence, north, along the west line of Lot 12, the same being the west
line of Section 23, a distance of 75 feet to THE TRUE POINT OF
BEGINNING; thence continuing north, along the west line of Lot 12, a
distance of 50 feet; thence east, along a line parallel to and 125
feet north of south line of Lot 12 to a point on the west line of
Highway III (Palm Canyon Drive) ; thence south, along the west line of
Highway ill to a point 75 feet north of the south line of Lot 12,
measured at 90 ' to said line; thence west, along a line parallel to
and 75 feet north of the south line of Lot 12 to THE TRUE POINT OF
BEGINNING.
And southerly 10 feet of the following described property:
Beginning at the southwest corner of Lot 12, Palm Valley Colony Lands ,
Section 23 , Township 4, south, Range 4 east, as shown by Map on file
in Book 14 pages 652 of Maps, San Diego County Records; thence north
along the west line of Lot 12, the same being the west line of Section
23, a distance of 125 feet to THE TRUE POINT OF BEGINNING; thence
continuing north, along the west line of Lot 12, a distance of 50
feet; thence east, along the west line of Lot 12, a distance of 50
feet; thence east, along a line parallel to and 175 feet north of the
south line of Lot 12 to THE TRUE POINT OF BEGINNING.
And that portion of Lot 12, Section 23 , Township 4 south,
Range 4 east, of Palm Valley Colony Lands, as shown by Map on file in
Book 14 Page 652 of Maps, San Diego County Records, described as
follows: Beginning at the intersection of the center line of the
county highway (Palm Canyon Drive) with the south line of said lot;
thence west, 159 feet on said south line; thence at the right angle
north 75 feet; thence east, parallel with said south line, to the
intersection with the center line of said county highway; thence
southeasterly on said centerline to THE POINT OF BEGINNING.
Except that portion included within the county highway; also
except that interest of the City of Palm Springs in west Sunny Dunes
Road, described in Resolution No. 5715 , recorded January 18 , 1960 as
Instrument No. 4448. Said land is also situated in the City of Palm
Springs .
B. Sales Parcel:
Beginning at the southwest corner of Lot 12, Palm Valley
Colony Lands, Section 23 , T4S, R4E, as recorded in Map Book 14 , page
652 , Records of San Diego County, which is the TRUE POINT OF
BEGINNING; thence north along the west line of Lot 12 , the same being
2.
the west line of Section 23 , a distance of 75 feet; thence east along
a line parallel to and 75 feet north of the south line of Lot 12, a
distance of 139 feet, more or less ; thence south along a line parallel
to and 139 feet east of the west line of Lot 12 ; thence west along the
south line of Lot 12, a distance of 139 feet, more or less, to the
true point of beginning. Together with a 25 foot easement along the
northerly of the southerly line of Lot 12 from the easterly boundary
of the above described parcel to the westerly line of Highway 111.
III. PROJECT DESCRIPTION
A. By Participant:
The Participant agrees to substantially renovate the
existing structures on the Owner' s Parcel and to provide for
consistent facade treatment of Spanish Colonial design for the entire Fu
complex. The Participant further agrees to construct and develop
additional new retail/office space on the Owner' s and Sales Parcels
which shall conform to the comprehensive conceptual plans for the
Site. The comprehensive conceptual plans shall be submitted in li
accordance with the time established in the Schedule of Performance /-
(which is incorporated herein and attached to this Agreement as
Exhibit B) . Said comprehensive conceptual plans shall include a site
plan and plan elevations , which shall provide for the integration of
design and architectural style of the existing and new buildings .
The Participant shall also develop a double loaded parking
lane along the westerly edge of the Site to connect the parking lot
immediately north of the Owner ' s Parcel with Sunny Dunes Road.
Participant hereby further agrees to cooperate with Agency and City
to define any other off-site work necessary and required for
development of the Site.
Participant shall bear all costs for construction and
development of all improvements both on-site and off-site, except for
that off-site improvement and work as may be agreed to by the parties
in writing.
B. By Agency:
a. Agency to fund demolition of structures not usable in
the Participant' s future development of the Site including
the collapse and removal of septic tanks .
"U L
b. Agency to assist Participant in establishing` recise
alignments -at- Sunny Dunes Road as it effects future
Iopment of the Site. I(D-ff
3 . 1
U
• 149708
C. Agency to offer right-of-first refusal to the
Participant on other properties on the subject block if
present owners decline to participate in project.
d. Agency to be responsible for relocation of existing
tenants of Timothy and Sidney McKinney property.
e. Agency to acquire Sunny Dunes Road severance from
Participant at fair market value.
f. Agency to provide street improvements on Sunny Dunes
Road.
g. Participant to be allowed to replace substandard
buildings removed on a square foot for square foot basis
without additional parking requirements except where the
existing structures are on land to be acquired for right-
of-way purposes, subject to Planning Commission approval
pursuant to Section 9306. 00 B of the Zoning Ordinance.
IV. AGENCY ACQUISITION OF SALES PARCEL
The Agency agrees in accordance with and subject to all the
terms, covenants and conditions of this Agreement, to acquire and to
convey the Sales Parcel to Participant, and Participant agrees to
purchase the Sales Parcel, and to develop, improve and use or "cause
the development, improvement and use of the Sales Parcel for the
consideration and subject to the terms , conditions and provisions set
forth herein.
A. Participant' s Purchase Price
The purchase price ("Purchase Price" ) to be paid by
Participant to the Agency for the Sales Parcel shall be the land value
of the Sales Property after any required dedication for public right-
of-way use as established by an appraisal by Rowland F. Sweet and
Associates, or another appraisal firm acceptable to the Participant
and Agency, prior to the transfer of the Sales Parcel to the
Participant.
B. Escrow
The Agency and Participant agree to open an escrow for the
Sales Parcel with "The Escrow Connection" (the "Escrow Agent) or such
other escrow agent as may be acceptable to both Agency and Participant
as provided in the Schedule of Performance (Exhibit B) . This
Agreement constitutes the joint escrow instructions of the Agency and
the Participant and a duplicate original of this Agreement shall be
delivered to the Escrow Agent upon the opening of the escrow. The
Agency and the Participant shall provide such additional escrow
4 .
instructions consistent with this Agreement as shall be necessary.
The Escrow Agent hereby is empowered to act under such instructions ,
and upon indicating its acceptance thereof in writing, delivered to
the Agency and to the Participant within five (5) days after opening
of the escrow, the Escrow Agent shall carry out its duties as Escrow
Agent hereunder.
Upon delivery of the Grant Deed for the Sales Parcel to the
Escrow Agent by the Agency pursuant to subparagraph F. , hereof, the
Escrow Agent shall record such deed in accordance with those escrow
instructions provided that the title can be vested in the Participant
in accordance with the terms and provisions of this Agreement.
The Participant shall pay in escrow to the Escrow Agent the
following fees, charges and costs promptly after the Escrow Agent has
notified the Participant of the amount of such fees , charges, and
costs , but not earlier than ten (10) days prior to the scheduled date
for the close of escrow:
(1) Costs necessary to place the title to the Sales Parcel in
the condition for conveyance required by subparagraph E. ,
hereof;
(2) The entire Escrow Fees , recording fees , and notary fees ;
(3) The costs of the premium for the title insurance policy to
be delivered to the Participant as set forth in subparagraph
H. , hereof;
(4) Any State of California, County of Riverside, or City
documentary stamps or transfer tax;
(5) Ad valorem taxes and any assessments, if any, upon the Sales
Parcel conveyed or upon this Agreement, or any rights
thereunder prior to the conveyance of title.
(6) Costs of drawing the deed.
The Agency shall not be responsible to the Escrow Agent for
any fees , charges , and costs.
The Agency shall timely and properly execute, acknowledge
and deliver the Grant Deed for the Sales Parcel in substantially the
form established in subparagraph D. , hereof, conveying to the
Participant title in accordance with the requirements of subparagraph
E. , hereof, together with an estoppel certificate certifying that the
Participant has completed all acts necessary to entitle the
Participant to such conveyance, if such be the fact.
The Escrow Agent is authorized to:
(7) A trd, e4"
Ca
(1) Pay, and charge the Participant, for any fees, charges and
costs payable under this subparagraph B. Before such
payments are made, the Escrow Agent shall notify the
Participant of the fees, charges and costs necessary to
clear title and close the escrow.
(2) Disburse funds and deliver the deed and other documents to
the parties entitled thereto when the conditions of this
escrow have been fulfilled by the Agency and the
Participant.
(3) Record any instruments delivered through this escrow if
necessary or proper to vest title in the Participant in
accordance with the terms and provisions of the escrow
instructions portion of this Agreement.
All funds received in this escrow shall be deposited by the
Escrow Agent in a general escrow account with any state or national
bank doing business in the State of California and maybe combined in
such account with other escrow funds of the Escrow Agent. Such funds
may be transferred to any other general escrow account or accounts.
If this escrow is not in condition to close on or before the
time for conveyance established in the Schedule of Performance, either
party who then shall have fully performed, or is prepared to perform
the acts to be performed before the conveyance of title may, in
writing terminate this Agreement in the manner provided in Part VI.
E. of this Agreement as the case may be, and demand the return of its
money, papers, or documents from the Escrow Agent. Notwithstanding
the foregoing no demand for return shall be recognized until ten (10)
days after the Escrow Agent shall have mailed copies of such demand
to the other party or parties at the address of its principal place
of business. Objections, if any, shall be raised by written notice
to the Escrow Agent and to the other party within the ten (10) day
period, in which event, the Escrow Agent is authorized to hold all
money, papers and documents with respect to the Sales Parcel until
instructed by a mutual agreement of the parties or upon failure
thereof, by a court of competent jurisdiction. If no such demands are
made, the escrow shall be closed as soon as possible. Nothing herein
shall be construed to impair or affect the rights or obligations of
the Agency or the Participant to specific performance.
Any amendment to the escrow instructions shall be in writing
and signed by both the Agency and the Participant. At the time of any
amendment, the Escrow Agent shall agree to carry out its duties as
Escrow Agent under such amendment.
All communications from the Escrow Agent to the Agency or
the Participant shall be directed to the addresses and in the manner
established in Part I. of this Agreement for notices, demands , and
communications between the Agency and the Participant.
6 .
The liability of the Escrow Agent under this Agreement is
limited to performance of the obligations imposed upon it under Part
IV. , subparagraphs B. through I. inclusive, of this Agreement.
C. Conveyance of Title and Deliyery of Possession
Subject to any mutually agreed upon extension of time,
conveyance to Participant of title or possession to the Sales Parcel
shall be completed on or prior to the date specified in the Schedule
of Performance (Exhibit B) . The Agency and Participant shall perform
all acts necessary for such conveyance in sufficient time for title
to the Sales Parcel to be conveyed in accordance with this Agreement.
D. Forms of Instruments
The Agency shall convey title to the Sales Parcel in the
condition and subject to the terms, restrictions, covenants and
conditions provided in this Agreement and substantially as provided
in the Grant Deed form appended to this Agreement as Exhibit C (Grant
Deed), .
E. Condition of Title
In accordance with and subject to all the terms , covenants
and conditions of this Agreement, Agency shall obtain and offer to
sell and convey Insurable Title to the Sales Parcel to the
Participant. For purposes of this Agreement, the acquisition of
"Insurable Title" to a parcel of land shall mean the acquisition of
a fee simple interest in such parcel, or an insurable possessory
interest in such parcel, followed by the acquisition of fee simple
title within twenty-four (24) months, thereof. Agency represents and
warrants to Participant that acquisition of Insurable Title shall be
sufficient to permit Participant to commence construction of the
Project, and Agency shall indemnify the Participant for any losses
incurred by Participant as a result of Agency' s failure to deliver fee
simple title to the Sales Parcel to the Participant within twenty-
four (24) months of its delivery of Insurable Title.
Title to the Sales Parcel shall be subject to the exclusion
therefrom (to the extent now or hereafter validly excepted and
reserved by the parties named in existing deeds, leases, and other
documents of record) of all oil, gas , hydrocarbon substances and
minerals of every kind and character lying more than 500 feet below
the surface, together with the right to drill into, through, and to
use and occupy all parts of the Sales Parcel lying more than 500 feet
below the surface thereof for any and all purposes incidental to the
exploration for and production of oil, gas, hydrocarbon substances or
minerals from the Sales Parcel but without, however, any right to use
either the surface of the Sales Parcel or any portion thereof within
500 feet of the surface for any purpose or purposes therefor
whatsoever.
7 .
1,497CS
Title to the Sales Parcel shall be subject to the use
restrictions set forth herein, and to Agency' s right, under certain
circumstances, to terminate and to revest in the Agency the estate
granted hereunder, as provided in Part VI. F. of this Agreement.
F. Time for and Place for Delivery of Instruments
Subject to any mutually agreed upon extension of time,
Agency shall deposit the duly executed and notarized Grant Deed for
the Sales Parcel with the Escrow Agent on or before the date
established for conveyance of title in the Schedule of Performance
(Exhibit B) .
G. Recordation
Upon delivery of the Grant Deed to the Sales Parcel to
Escrow Holder, the Escrow Agent shall file such Grant Deed for
recordation among the land records in the Office of the County
Recorder for Riverside County.
H. Title Insurance
Concurrently with recordation of the Grant Deed, a title
insurance company satisfactory to the parties (the "Title Company")
shall provide and deliver to Participant title insurance policies
issued by the Title Company, insuring that marketable fee title to
the Sales Parcel is vested in Participant in the condition required
by subparagraph E. , hereof. The Title Company shall issue a CLTA
policy or policies showing marketable fee title to the Sales Parcel
vested in Participant and shall provide a copy of the insurance policy
to the Agency which shall be in an amount equal to the acquisition
cost of Agency.
At its sole cost, Participant may elect to require the
Agency to cause an ALTA Owner' s Policy of Title Insurance to be issued
by the Title Company in favor of Participant with respect to the Sales
Parcel.
I. Taxes and Assessments
Ad valorem taxes and assessments , if any, on the Sales
Parcel and taxes upon this Agreement or any rights hereunder levied,
assessed, or imposed as to any period prior to conveyance of title
shall be borne by the Agency. All ad valorem taxes and assessments
levied or imposed on the Sales Parcel as to any period after the
transfer of title shall be paid by Participant.
J. Possession of the Sales Parcel
Title to the Sales Parcel shall be conveyed free and clear
of any possession and any right of possession except that of
Participant or as otherwise agreed to by Participant.
8 .
• ! 1497GS
K. ZoninQ of site
At the time of or after conveyance of title to the Sales
Parcel, the Participant shall take all necessary steps so that the
zoning thereof shall be such as to permit development of the Site and
the construction, use, operation, and maintenance of the improvements
thereon in accordance with the provisions of this Agreement. Agency
shall use its best efforts to assist Participant in obtaining said
zoning.
L. Condition of the Sales Parcel
Other than as provided in this Agreement, the Sales Parcel
shall be conveyed in an "as is" condition with no warranty or
liability, express or implied on the part of the Agency as to the
condition of the soil, its geology or the presence of known or unknown
geological faults or defects . The Agency shall not be responsible for
any items of on-site or off-site work except as provided by this
Agreement.
It shall be the sole responsibility of Participant at
Participant' s expense, to investigate and determine the soil and
seismic conditions of the Site and its suitability for the development
to be constructed thereon. If the soil conditions are not in all
respects entirely suitable for the use or uses to which the Site will
be put, then, it is the sole responsibility and obligation of
Participant to take such action as may be necessary to place the soil
conditions of the Site in all respects in a condition entirely
suitable for the development thereof.
The Agency makes no warranty, whatsoever, as to the
condition of the Sales Parcel and the existence or non-existence of
any hazardous waste or toxic substances condition. With respect to
the Sales Parcel, the Participant hereby releases , holds harmless and
indemnifie the Agency and the City from and against all costs ,
liability, loss, damage and expenses arising out of or in any way
connected with, including but not limited to any hazardous waste or
,0 toxic substances condition found or discovered, whether such
condition, liability, loss, damage, cost and/or expense shall accrue
before or after termination of this Agreement.
CIS M. Preliminary Work by Participant
�f✓ Prior to the conveyance of title, representatives of
Participant shall have the right of access to the portions of the
jn Sales Parcel owned by Agency or to which the Agency has a right of
possession at all reasonable times for the purpose of obtaining data
and making surveys and tests necessary to carry out this Agreement.
Participant'for
indemnifie and holds the Agency and the City
arm ess for any injury or amages arising out of any activity of
Participant, its agents, employees and contractors, performed and
conducted on the Site pursuant hereto. Participant shall have access
,4, � 9 .
14970s
to all data concerning the condition of the Site in the possession of
the Agency upon request.
N. submission of Evidence of Financing Commitments
(1) As a condition precedent to the Agency' s duty to convey
the Sales Parcel, and within the times established
therefor in the Schedule of Performance the Participant
shall submit to the Agency evidence that the
Participant has obtained firm and binding commitments
for financing necessary for the development of the Site
in accordance with this Agreement. The Agency shall
approve or disapprove such evidence of financing
commitments within the time established in the Schedule
of Performance. Such approval shall not be
unreasonably withheld. Failure of the Agency to
approve or disapprove any such evidence of financing
commitments within such time shall be deemed an
approval.
(2) Notwithstanding the foregoing if Participant shall
elect to obtain financing from sources unaffiliated
with Participant, the following evidence of financing
shall be sufficient:
(i) Copies of all financing commitments,
which commitments shall be firm and
binding commitments subject only to the
condition that the final plans conform
to the approved preliminary plans;
issuance to Participant of required
governmental permits and entitlements;
and other conditions satisfactory to
the Agency.
(ii) Proof of acceptance of each loan
commitment by Participant and proof of
payment of all loan commitment fees
required to fund the financing
commitments .
(iii) Proof of funding of any equity capital
contributions that may be required.
(3) If Participant shall elect to finance the acquisition
and development of the Site with its own funds or
funds of an affiliated company, or partially with its
own funds and partially with the funds of a joint
venture partner, sufficient evidence of financing
shall consist of an irrevocable stand-by letter of
credit in favor of Agency in an amount not less than
the unfunded projected development cost for the Site
10 .
• 1497Qe
which letter of credit shall be issued by a commercial
bank qualified to do business in the State of
California having net assets not less than One Hundred
Million Dollars and which shall authorize Agency to
draw against such letter of credit for the purpose of
financing completion of the development of the Site
upon the default of Participant hereunder.
Participant shall have the right at any time to
substitute the method of interim financing (i.e. ,
financing obtained from third-party lenders or with
its own funds and/or funds of a joint venture partner,
or any combination thereof) provided that Participant
provides to Agency satisfactory evidence of such
financing commitments meeting the requirements herein.
V. USE OF THE SITE
The Participant covenants and agrees for itself, its successors,
and assigns as follows :
A. The Site shall be devoted to uses specified in the Plan, as
it now exists or is hereafter amended consistent with the provisions
of this Agreement, and as provided in this Agreement.
B. There shall be no discrimination against or segregation of
any person or group of persons , on account of race, sex, color,
religion, national origin or ancestry, in the sale, lease, sublease,
transfer, use, occupancy, tenure, or enjoyment of the City, nor shall
f the Participant nor any person claiming under or through him
establish a or permit any such practice or practices of
41 - discrimination or segregation with reference to the selection,
llocation, number, use or occupancy or tenants , lessees , subtenants,
P
sublessees, or vendees of the Site.
l
C. Participant shall refrain from restricting the sale, lease,
sublease, rental, transfer, use, occupancy, tenure, or enjoyment of
the Site (or any part thereof on the basis of sex, marital status,
race, color, religion, creed, ancestry or national origin of any
perso All such deeds , leases, contracts pertaining thereto shall
conta n or be subject to substantially the following
nondiscrimination or nonsegregation clauses :
1. In deeds: "The grantee herein covenants by and for
itself, its successors and assigns , and all persons
claiming under or through them, that there shall be no
discrimination against or segregation of, any person or
group of persons on account of sex, marital status, race,
color, religion, creed, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
11 .
1497118
enjoyment of the land herein conveyed, nor shall the
grantee itself or any person claiming under or through it,
establish or permit any such practice or practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants ,
lessees, subtenants , sublessees, or vendees in the land
herein conveyed. The foregoing covenants shall run with
the land. "
2. In leases: "The lessee herein covenants by and for
itself, its successors and assigns, and all persons
claiming under or through them, and this lease is made and
accepted upon and subject to the following conditions :
That there shall be no discrimination against or
segregation of any person or group of persons, on account
of sex, marital status , race, color, religion, creed,
national origin, or ancestry, in the leasing, subleasing,
renting, transferring, use, occupancy, tenure or enjoyment
of the land herein leased, nor shall lessee itself, or any
person claiming under or through it, establish or permit
such practice or practices of discrimination or segregation
with reference to the selection, location, number, or
occupancy of tenants , lessees, sublessees , tenants , or
vendees in the land herein leased. "
3 . In - contracts : "There shall be no discrimination
against, or segregation of, any person, or group of persons
on account of sex, marital status, race, color, religion,
creed, national origin or ancestry in the sale, lease,
sublease, rental, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee itself or
any person claiming under or through it, establish or
permit any such practice or practices of discrimination or
segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants ,
sublessees , or vendees of the land. "
vI. TERMS AND CONDITIONS � All
A. Transfer and Assignment kit
,i'he Participant shall transfer or sell the site consistent
with the Plan and City ordinances and shall not assign this Agreement
to a third party without the approval of the Agency, which approval
the Agency shall not unreasonably withhold, and provided that such
purchaser shall be bound in writing by all of the terms and
conditions of this Agreement. The Participant shall promptly notify
the Agency of any proposed transfer or sale of the Site and shall
advise any prospective purchaser or transferee of the terms of this
Agreement.
12 .
This restriction shall be applicable only until such time
as the Agency issues a Certificate of Completion to the Participant
for the Project. After receipt of such Certificate, the Participant
may transfer or sell the Site without approval of the Agency. Such
Certificate shall not constitute evidence of compliance with or
satisfaction of Participant' s obligation to any lender. Such
Certificate is not notice of completion as referred to in Section
3093 of the California Civil Code.
B. Schedule of Performance
Participant shall begin and complete or cause to be begun
and completed all construction and development within the times
specified in the Schedule of Performance (Exhibit B) , as such times
may be extended as mutually agreed upon in writing by and between
Participant and the Agency.
C. Termination by Agency
The Agency reserves the right to terminate this Agreement
if the Participant fails to fulfill the requirements of this
Agreement.
D. Termination by Participant
The Participant shall have the right to terminate its
obligations under this Agreement if the Agency fails to fulfill the
requirements of this Agreement by the dates stated therein.
E. Notice Before_ Termination
Neither party shall terminate this Agreement unless the
party seeking to terminate shall deliver a written demand to the
other party, specifying the cause of the proposed termination and
providing not less than thirty (30) days within which the other party
may cure or commence to and diligently cure such default.
F. Agency Right to Reenter. Repossess, Terminate and Revest
1. The Agency shall have the right, at its option, to reenter
and take possession of the Sales Parcel with all
improvements thereon and to terminate and revest in the
Agency the estate conveyed to the Participant if after
conveyance of title to the Sales Parcel and prior to the
recordation of a Certificate of Completion for all or a
portion of the Sales Parcel, and subject to the extensions
of time, Participant (or its successors in interest) shall:
(a) Fail to commence construction of the improvements
as required by this Agreement for a period of
three (3) months after written notice to proceed
from the Agency; or
13 .
1497f,?S
(b) Abandon or, substantially suspend construction of
the improvements for a period of three (3) months
after written notice of such abandonment or
suspension from the Agency; or
(c) Assign or attempt to assign this Agreement, or
any rights herein, or transfer, or suffer any
involuntary transfer of, the Sales Parcel, or any
part thereof, in violation of this Agreement, and
such violation shall not be cured within thirty
(30) days after the date of receipt of written
notice thereof by the Agency to Participant; and
(d) Notwithstanding the time limitations in
subsections (a) , (b) and (c) , so long as
Participant is proceeding with reasonable
diligence to correct or cure any cause set forth
in said subsection, such time limitations shall
be extended for the time necessary to complete
such correction or cure.
2. Any right to reenter, repossess, terminate, and revest
under this subparagraph F. shall be subject to and be
limited by and shall not defeat, render invalid, or
limit any mortgage, deed of trust, or other security
interest permitted by this Agreement.
3 . The Grant Deed to the Sales Parcel shall contain
appropriate reference and provision to give effect to
the Agency' s right, as set forth in this subparagraph
F. under specified circumstances prior to the
recordation of any Certificate of Completion, to
reenter and take possession of the Sales Parcel or any
part thereof, with all improvements thereon, and to
terminate and revest in the Agency the estate conveyed
to Participant.
G. Purchase of Participant' s Property by Agency
Should the Participant fail to commence construction of the
Project before December 31, 1990 , the Agency shall have the right to
purchase the Participant' s property at a price to be determined by
eminent domain proceedings and the final determination of such
proceedings. In such an event, the Participant shall waive any
challenge to the Agency' s acquisition or possession of Participant' s
property.
14 .
VII. GENERAL PROVISIONS
A. Acrency Employees, Members
No member, official, or employee of the Agency shall have
any personal interest, direct or indirect, in this Agreement, nor
shall any such member, official, or employee participate in any
corporation, partnership, or association in which he is, directly or
indirectly, interested. No member, official, or employee of the
Agency shall be personally liable to Participant or any successor in
interest in the event of any default or breach by the Agency or for
any amount which may become due to Participant or successor or any
obligations under the terms of this Agreement.
B. Right to Enter
The employees and agents of the Agency shall, at all
reasonable times, have access to the property for the purposes of
making such inspection, surveys , and examinations of the same as may
be reasonable and necessary in the performance of its obligations to
carry out the Redevelopment Plan.
C. Indemnification and Insurance
During periods of construction on the Site and until such
time as the Agency has issued to Participant a Certificate of d*^4
Completion for the construction and development of the im�rov�em_eert� U (�
on the Site, Participant agrees to, and shall, indemnify n�(a d hold the ,yQ
Agency and the City harmless from and against all liability, loss ,
damage, costs, or expenses -(including attorneys ' fees and court ,,/Z
costs) arising from or as a result of the death of any person or any
accident, injury, loss and damage whatsoever caused to any person or !�
to the property of any person which shall occur on or adjacent to the C�S
Site and which shall be caused by any negligent acts or willful
misconduct of Participant and its agents, servants, employees and
contractors.
Prior to the commencement of construction on the Site,
Participant shall furnish or shall cause to be furnished, to the
Agency, duplicate originals or appropriate certificates of bodily
injury and property damage insurance policies in the amount of at
least $1, 000 , 000 combined single limits , naming the Agency and the
City as additional insureds. Such insurance shall be maintained and
kept in force until the Agency has issued its Certificate of
Completion for the entire Site.
Such insurance shall be primary for losses arising out of
Participant' s performance of the Agreement. Neither the Agency, the
City, nor any of their insurers shall be required to contribute to
any such loss .
15 .
All policies or certificates issued by the respective
insurers for insurance shall provide that such policies or
certificates shall not be cancelled or materially changed without at
least thirty (30) days prior written notice to the City and the
Agency. Copies of such policies or certificates shall be deposited
with the City and the Agency together with appropriate evidence of
payment of the premiums therefor; and, at least thirty (30) days
prior to expiration dates of expiring policies or contracts held by
said City and Agency, copies of renewal or new policies or contracts
or certificates shall be deposited with said City and Agency.
D. Acquisition of Other Public Agency
Upon the acquisition of the property by any other
governmental entity through Eminent Domain proceedings, this
Agreement and all obligation and duties of the parties hereunder
shall terminate.
E. Time is of the Essence
Time is of the essence hereof; provided, however, that any
time limitation set forth herein may be extended by the Agency, in
its sole discretion, upon the receipt of written request therefor
from Participant.
F. Binding Effect of Aareement
Participant covenants and agrees (for itself, its
successors, its assigns and every successor in interest to the Site
or any part thereof, including, but not limited to, tenants, lessees,
sublessees or occupants of the Site) that during construction or
thereafter, Participant, such successors , assigns and occupants shall
devote the Site (or any part thereof) to the uses specified therefor
in the Plan, this Agreement, the Grant Deed and the Agreement
Containing Covenants Affecting Real Property, which Participant
hereby agrees to execute in substantially the form attached hereto as
Exhibit D.
G. Effect and Duration of Covenants
The covenants established in this Agreement, shall, without
regard to technical classification and designation, be binding on the
Participant and any successor in interest to the Site or any part
thereof for the benefit and in favor of the Agency, its successors
and assigns, and the City. Except as set forth in the following
sentence, the covenants contained in this Agreement shall remain in
effect until the termination of the Plan, unless this Agreement
provides for their earlier termination. The covenants against
discrimination shall remain in perpetuity.
16 .
IAW70,318
The Agency and the Participant have executed this Agreement
on the date first above written.
PARTICIPANT
Denn I 'ngworth
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
CITY OF PALM SPRINGS, ZCALIF -RNIA
By: / By:
rr 'Se etary Chairman
REVIEWED AND APPROVED:
rgr,r LcR�',+1/EN.
tl / x
ado
17 .
GENERALACKNOWLEDGME
- 9708 NO 201
t,l State of r On this the day of�'�"- �-�- —z�- 19��before me, f;3
0 e
<<� SS. � �a
County of � / � � i,v'� �
t d N i d the undersigned Public, personally appeared })
�1 ❑ personally known to me p>
eupF_CJp= ,Fps• � proved to me on the basis of satisfactory;�vidence o
t�
I ,`;TZ 1 to be the person(s)whose name(-ej�
ti subscribed to the
4,r':-.'+• NOTARY nCpil; GVLGORNIFl '
`il ,fpsRIVERSIDE
1,i E I.,D.,2TY within instrument,and acknowledged that ��executed it.Comm =xpves Doc 25 1990
WITNESS my hand and official seal.
'toy 's Signature
�1 ATTENTION NOTARY:Although the information requested below Is OPTIONAL,it could prevent fraudulent attachment of this cerllllcels to another document lI)
ti Title or Type of Document (�i',�
THIS CERTIFICATE
MUST BE ATTACHED
Number of Pages Date of Document j y
(� TO THE DOCUMENT 1,3
DESCRIBED AT RIGHT Signers)Other Than Named Above
_______
U
712C 019 NATIONAL NOTARY ASSOCIATION•8236 Remmel Ave-PO Boxllio-Canoga Park,CA 9IM47184
0 149703,8
STATE OF CALIFORNIA) �,�
) ss .
COUNTY OF RIVERSIDE)
i On c2o 1990, before me, the
undersigned Notary Public in and for the said State, personally
appeared ******** Sonny Bono *********, known to me to be the
Chairman and ********* Judith Sumich ********** , known to me
to be the Assistant Secretary of the COMMUNITY REDEVELOPMENT
AGENCY OF TIIE CITY OF PALM SPRINGS, a body politic, that executed
the within instrument , known to me to be the persons who executed J
the within Instrument , on behalf of the Corporation herein named,
f and acknowledged to me that such Corporation executed the within y
J{ Instrument pursuant to its by-laws-, or a resolution, or ordinance.
WITLESS py hand and Official seal : - -'O,cYc=At
�.ND�6IV RIVERSIDE
COUNTY
75� FIYFUDDE COUNN
[wy'� my C...&,p� D.c Y5 1990
Notary Public in and for sa State _,
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14970.8
EXHIBIT B.
SCHEDULE OF PERFORMANCE
1. Execution of the Agreement By Within forty-five (45)
Agency. days after execution of
this Agreement by the
Participant.
2. Submission - Comprehensive Concept on or before December
Drawings - Participant shall prepare 31, 1989 .
and submit to the Agency
Comprehensive Concept Drawings.
3 . Approval - Comprehensive Concept Within thirty (30) days
Drawings - Agency shall approve or of Agency receipt.
disapprove the Comprehensive Concept
Drawings.
4. Opening of Escrow - Agency and Within 180 days of
Participant shall open escrow with Agency' s execution of
Escrow Agent as provided in Part IV. the Agreement.
B. of the Agreement.
5. Submission - Design Development Within sixty (60) days
Plans and Preliminary Landscape after the Agency
Plans - Participant shall prepare a p p r o v e s t h e
and submit to the Agency Design Comprehensive Drawings.
Development Plans and Preliminary
Landscape Plan.
6. Approval - Design Development Plans Within thirty (30) days
and Preliminary Landscape Plan - after receipt by
Agency shall approve or disapprove Agency.
the Design Development Plans and
Preliminary Landscape Plan.
7 . Submission - Final Construction Within sixty (60) days
Drawings . Finish Grading Plan and after the Agency
Final Landscaping Plan - Participant approval of Design
shall prepare and submit to the Development Plans and
Agency Final Construction Drawings Preliminary Landscape
and Specifications, Finish Grading Plan.
Plans and a Final Landscaping Plan.
Exhibit B
Page 1 of 2 09' .
• 1497158
8. Approval - Final QQnstruction Within thirty (30) days
Drawings, Finis rading Plan and after receipt by the
Final Landscaping Plan - The Agency Agency.
shall approve or disapprove the
Final Construction Drawings and
Specifications, Finish Grading Plan,
and Final Landscaping Plan.
9 . Financing Co mi m n s - Participant Within sixty (60) days
shall submit to the Agency evidence after Agency approves
of financing commitments sufficient the Final Construction
to finance the construction of Drawings and Final
improvements, including conditional Landscape Plan.
construction and permanent financing
commitments.
10. Approval - Financing Commitments - Within thirty (30) days
Agency shall approve or disapprove after receipt by the
Participant' s evidence of financing Agency.
,commitments.
11. Conveyance of Site to Developer - Not later than thirty
Agency shall convey title to the (30) days after Agency
Sales Parcel to Participant, h a s a p p r o v e d
Participant' s financing
commitments.
12. -CQmmencement of ConstrUction - On or before December
Developer shall commence 31, 1990.
construction.
13. -QQmpletion of Construction - Within twelve (12)
Developer shall complete m o n t h s a f t e r
construction. commencement of
construction.
Exhibit B
Page 2 of 2
a 49",08
EXff1BIT C
FORM OF GRANT DEED
Recording Requested by:
Community Redevelopment Agency
of the City of Palm Springs
After Recordation, Mail To:
Dennis Illingworth
195 Claremont Avenue, #219
Long Beach, California 90803
GRANT DEED
For valuable consideration, the receipt of which is hereby
acknowledged,
The COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
a public body, corporate and politic, of the State of California
(herein called "Grantor") , acting to carry out the Redevelopment Plan
(herein called "Redevelopment Plan") for the South Palm Canyon
Redevelopment Project, under the Community Redevelopment Law of the
State of California, hereby grants to DENNIS ILLINGWORTH, an
individual (herein called "Grantee") , the real property (the
"Property") legally described in the document attached hereto, labeled
Exhibit A, and incorporated herein by this reference.
1. The Property is conveyed subject to the Redevelopment Plan
and pursuant to an Owner Participation Agreement (the "Agreement")
entered into by and between Grantor and Grantee dated
19_ The Property is also conveyed subject to
easements of record.
2. The Grantee hereby covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Property that the Property shall be devoted to uses in conformance
with the Redevelopment Plan for the Project, the Agreement and this
Exhibit C
Page 1 of 5
Grant Deed and shall be subject to a Parking Space Lease and operation
Agreement.
3. The Property is conveyed to Grantee at a purchase price,
herein called "Purchase Price, " determined in accordance with the uses
permitted. Therefore, Grantee hereby covenants and agrees for itself,
its successors, its assigns, and every successor in interest to the
Property that the Grantee, such successors and assigns, shall develop
and use the Property only as follows:
a. Grantee shall develop and construct a development on
the Property consisting of office and retail and
integrated with existing adjacent buildings currently
owned by Grantee parking and landscaping, in
conformance with the Agreement and all plans approved
by Grantor pursuant thereto, and such changes thereto
as may be approved by Grantor in writing.
b. The Grantee shall maintain the improvements on the
Property and shall keep the Property free from any
accumulation of debris or waste materials subject to
normal job site conditions . The Grantee shall also
maintain the landscaping required to be planted under
the approval plans in a healthy condition.
4. Prior to the issuance of a Certificate of Completion by the
Grantor as provided in the Agreement, the Grantee shall not, except
as permitted by the Agreement, sell, transfer, convey, assign or lease
the whole or any part of the Property without the. prior approval of
the Grantor. This prohibition shall not apply subsequent to the
issuance of the Certificate of Completion. This prohibition shall not
be deemed to prevent the granting of easements or permits to
facilitate the development of the Property or to prohibit or restrict
the leasing of any part or parts of a building or structure when said
improvements are completed.
5 . Subject to the provisions of Part VI. F. of the Agreement,
the Grantor shall have the right, at its option, to reenter and take
possession of the Property hereby conveyed, or such portion thereof,
with all improvements thereon, and revest in the Grantor the estate
conveyed to the Grantee, if after conveyance of title and prior to
issuance of a Certificate of Completion of construction upon the
Property, the Grantee or successor in interest shall:
a. Fail to proceed with the construction of the
improvements as required by the Agreement for a period
of three (3) months after written notice thereof from
the Grantor; or
b. Abandon or substantially suspend construction of the
improvements for a period of three (3) months after
Exhibit C
Page 2 of 5
1497018
written notice of such abandonment or suspension from
the Grantor; or
C. Transfer, or suffer any involuntary transfer of the
Property, or any part thereof, in violation of the
Agreement.
Such right to reenter, repossess and revest shall be subordinate
and subject to and be limited by and shall not defeat, render invalid
or limit any mortgage, deed of trust or other security instrument
permitted by the Agreement.
6. The Grantee covenants by and for itself and any successors
in interest that there shall be no discrimination against or
segregation of any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Site, nor shall the Grantee itself or any
person claiming under or through it establish or permit any such
practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in the Property.
All deeds, leases or contracts made relative to the Property, the
improvements thereon or any part thereof, shall contain or be subject
to substantially the following nondiscrimination clauses:
a. In deeds : "The grantee herein covenants by and for
himself or herself, his or her heirs, executors,
administrators, and assigns, and all persons claiming
under or through them, that there shall be no
discrimination against or segregation of any person or
group of persons on account of race, color, creed,
religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee himself or herself, or
any person claiming under or through him or her,
establish or permit any such practice or practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of
tenants, lessees, sub-tenants, sublessees or vendees
in the land herein conveyed. The foregoing covenants
shall run with the land. "
b. In Leases : "The Lessee herein covenants by and for
himself or herself, his or her heirs, executors,
administrators and assigns , and all persons claiming
under or through him or her, and this lease is made and
accepted upon and subject to the following conditions:
Exhibit C
Page 3 of 5
"That there shall be no discrimination against or
segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital
status, national origin or ancestry in the leasing,
subleasing, transferring, use, occupancy, tenure or
enjoyment of the land herein leased, nor shall the
lessee himself or herself, or any person claiming under
or through him or her, establish or permit any such
practice or practices of discrimination or segregation
with reference to the selection, location, number, use
or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the land herein leased. "
C. In contracts: "There shall be no discrimination
against or segregation of any person or group of
persons on account of race, color, creed, religion,
sex, marital status, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure
or enjoyment of the land, nor shall the transferee
himself or herself, or any person claiming under or
through him or her, establish or permit any such
practice or practices of discrimination or segregation
with reference to the selection, location, number, use
or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the land. "
7 . No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant Deed
shall defeat or render invalid or in any way impair the lien or charge
of any mortgage, deed of trust or other financing or security
instrument permitted by the Agreement; provided, however, that any
successor of Grantee to the Property shall be bound by such remaining
covenants, conditions, restrictions, limitations and provisions,
whether such successor' s title was acquired by foreclosure, deed in
lieu of foreclosure, trustee' s sale or otherwise.
8. Except as otherwise provided, the covenants contained in
paragraphs 1, 2 and 3 of this Grant Deed shall remain in effect until
the termination date of the Redevelopment Plan. The covenants against
discrimination contained in paragraph 6 of this Grant Deed shall
remain in perpetuity. The covenants contained in paragraphs 4 and 5
shall remain in effect until issuance of a Certificate of Completion.
9 . The covenants contained in paragraphs 1, 2, 3, 4, 5 and 6
of this Grant Deed shall be binding for the benefit of the Grantor,
its successors and assigns, the City of Palm Springs and any successor
in interest to the Property or any part thereof, and such covenants
shall run in favor of the Grantor and such aforementioned parties for
the entire period during which such covenants shall be in force and
effect, without regard to whether the Grantor is or remains an owner
of any land or interest therein to which covenants relate. The
Exhibit C
Page 4 of 5
14 97 8
Grantor and such aforementioned parties, in the event of any breach
of any such covenants, shall have the right to exercise all of the
rights and remedies, and to maintain any actions at law or suits in
equity or other proper proceedings to enforce the curing of such
breach. The covenants contained in this Grant Deed shall be for the
benefit of and shall be enforceable only by the Grantor, its
successors and such aforementioned parties .
In the event of any express conflict between this Grant Deed or
the Agreement, the provisions of this Grant Deed shall control.
IN WITNESS WHEREOF, the Grantor and Grantee have caused this
instrument to be executed on their behalf by their respective officers
thereunto duly authorized, this day of
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS,
"Grantor"
By
Chairman
By
Secretary
APPROVED:
OLIVER, STOEVER, BARR a VOSE
By:
The provisions of this Grant Deed are hereby approved and
accepted.
"GRANTEE"
By:
Exhibit C
Page 5 of 5
EXHIBIT D
AGREEMENT CONTAINING COVZNANTSAFFECTING REAL PROPERTY
THIS AGREEMENT is entered into this day of
198_, by and between DENNIS ILLINGWORTH
(hereinafter the "Owner") and COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic
(hereinafter the "Agency" ) .
WHEREAS, the Owner is the owner of the real property in the City
of Palm Springs, County of Riverside, State of California (hereinafter
the "Property") described in Exhibit A, attached hereto and
incorporated herein by this reference; and
WHEREAS, said Property is situated within the South Palm Canyon
Redevelopment Project Area (hereinafter the "Project Area") in the
City of Palm Springs (hereinafter the "City") , said Project Area being
specifically described in the Redevelopment Plan (hereinafter the
"Redevelopment Plan") for the Project Area; and
WHEREAS, the Owner has entered into an Owner Participation
Agreement (hereinafter the "OPA") by and between the Owner as
Participant and the Agency, executed on , and has
agreed to develop the Property in accordance with the Redevelopment
Plan and said OPA.
NOW, THEREFORE, the Agency and the Owner covenant and agree as
follows:
I. The Owner, its successors, assigns, and any successor in
interest shall develop, use and maintain the Property during
construction and thereafter for uses in conformance with the
Redevelopment Plan, this Agreement and the OPA.
2. Said Property shall be subject to the Redevelopment Plan.
3 . The Owner agrees to develop, rehabilitate, construct, or
cause the development, rehabilitation and construction of the
following to be located on the Property: the substantial renovation
of the existing buildings and integration with new development on
adjacent property.
Exhibit D
Page 1 of 4
4 . The provisions of this Agreement do not limit the right of
any mortgagee or beneficiary under a deed of trust which secures
construction or permanent financing to foreclose or otherwise enforce
any mortgage, deed of trust or other encumbrance upon the Property or
any portion thereof, or the right of any mortgagee or beneficiary
under a deed of trust to exercise any of its remedies for the
enforcement of any pledge or lien upon the Property; provided,
however, that in the event of any foreclosure under any such mortgage,
deed of trust or other lien or encumbrance, or a sale pursuant to any
power of sale included in any such mortgage or deed of trust, the
purchaser or purchasers and their successors and assigns and the
Property shall be and shall continue to be subject to all of the
conditions, restrictions and covenants contained herein.
5. The covenants contained in this Agreement shall remain in
effect during the duration of the Redevelopment Plan, except for the
covenants against discrimination, which shall remain in perpetuity.
6. The Agency, its successors and assigns, is deemed the
beneficiary of the covenants contained herein, without regard to
technical classification and designation. The covenants shall run in
favor of the Agency, its successors and assigns, and the City of Palm
Springs, without regard to whether the Agency has been, remains or is
an owner of any land or interest therein.
7. The provisions contained herein are covenants running with
the land and shall bind the Owner and the successors and assigns of
the Owner to the Property.
8. The Agency, its successors and assigns, and the Owner, its
successors and assigns, shall have the right to consent and agree to
change or eliminate, in whole or in part, any of the covenants or
restrictions contained in this Agreement without the consent of any
tenant, lessee, easement holder, licensee, mortgagee, trustee,
beneficiary under a deed of trust or any other person or entity having
any interest less than a fee in the Property, except any beneficiary
under a deed of trust which secures construction or permanent
financing. The covenants and restrictions contained in this Agreement
shall not benefit or be enforceable by any owner of any other real
property within or outside the Project Area, or any person or entity
having an interest in any such other real property. Any amendments
to the Redevelopment Plan which change the uses or development
permitted on the Property or otherwise change any of the restrictions
or controls of the Redevelopment Plan that apply to the Property shall
require the written consent of the Owner. Amendments of the
Redevelopment Plan not applying to the Property shall not require the
consent of the Owner.
9 . There shall be no discrimination or segregation of any
person, or group of persons, on account of race, religion, color,
national origin, ancestry, creed, marital status or sex in the sale,
Exhibit D
Page 2 of 4
149"KkS
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
Property or any part thereof, nor shall the Owner itself or any person
claiming under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the Property.
10 . The owner shall refrain from restricting the rental, sale
or lease of the Property on the basis of race, religion, creed, color,
national origin, ancestry, marital status or sex of any person. All
such deeds, leases or contracts shall contain or be subject to
substantially the following nondiscrimination or nonsegregation
clauses:
a. In deeds:
The grantee herein covenants, by and for itself, its successors and
assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of any person or
group of persons on account of race, religion, creed, color, national
origin, ancestry, marital status or sex in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee itself or any person claiming under
or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed. The foregoing
covenants shall run with the land.
b. In leases:
The lessee herein covenants by and for itself, its successors and
assigns, and all persons claiming under or through it, and this lease
is made and accepted upon and subject to the following conditions:
that there shall be no discrimination against or segregation of any
person or group of persons on account of race, religion, creed, color,
national origin, ancestry, marital status or sex in the leasing,
subleasing, transferring, use or enjoyment of the land herein leased,
nor shall the lessee itself, or any person claiming under or through
it, establish or permit any such practice or practices of
discrimination or -segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the land herein leased.
C. In contracts:
There shall be no discrimination against or segregation of any person
or group of persons on account of race, religion, creed, color,
national origin, ancestry, marital status or sex in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the land,
nor shall the transferee himself or any person claiming under or
Exhibit D
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a,497r;S
through him establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants , lessees , subtenants ,
sublessees or vendees of the land_
IN WITNESS WHEREOF, the Agency and the Owner have executed this
Agreement.
THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS , CALIFORNIA
By
The Owner hereby accepts, concurs in and agrees to all the
covenants , conditions, reservations and restrictions set forth in this
Agreement.
DENNIS ILLINGWORTH
By
Exhibit D
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