HomeMy WebLinkAbout00125C - PA2B6-10 LINDLEY ENTERPRISES TAHQUITZ ANDREAS ACQUISITION AGR LAND LEASE a Lindley Enterprises Inc.
acq of leasehold interest in
ACQUISITION AGREEMENT Tahq-Andreas proj, PA2B6-10
AGREEMENT #125
�J Resolution 298, 12-31-84
THIS AGREEMENT is entered into this ,� (� day of December, 1984, by
and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (the
"Agency") and LINDLEY ENTERPRISES, INC. , a California corporation (the "Seller") .
RECITALS
A. The Agency is a public body, corporate and politic, organized and existing
under the California Community Redevelopment Law (Health and Safety Code Sections
33000, et sec . ) to carry out the Redevelopment Plan for the Tahquitz-Andreas
Redevelopment Project, adopted by the City Council of the City of Palm Springs
on August 19, 1983, by Ordinance No. 1183.
B. The Seller is the owner of a leasehold estate in certain real property
in the project area commonly referred to as PSL 222.
AGREEMENTS
1 . Agreement to Sell and Purchase.
Seller agrees to sell the Agency and Agency agrees to purchase from
Seller, upon the terms and for the consideration set forth in this Agreement,
that certain leasehold estate in real property (the "Leasehold Estate") pursuant
to that certain lease attached as Exhibit "A" and incorporated herein by reference.
The parties agree that the method by which the sale of the Leasehold Estate shall
be implemented is by Sellers execution of the Termination Agreement described
in Section 5 below.
2. Acquisition Price.
The total purchase price for the Leasehold Estate shall be the sum of
Seven Hundred Fifty Thousand Dollars ($750,000.00) ("Acquisition Price") . In
addition, Thirteen Thousand Seven Hundred and Fifty Dollars ($13,750.00) shall
be delivered directly to Seller upon signing this Agreement, which sum shall
be non-refundable (this sum approximates the total prorated land rentals and
real property taxes paid by Seller commencing August 1 , 1984, through December
31 , 1984) .
3. Payment of Acquisition Price.
On or before July 1 , 1985, Agency shall pay Seller the amount of Seven
Hundred Fifty Thousand Dollars ($750,000.00) as final payment for the Leasehold
Estate plus interest on said sum at twelve percent (12%) per annum from January
1 , 1985 to date of payment.
4. Effective Date of Transfer of Leasehold Estate.
The transfer of the Leasehold Estate to the Agency shall be effective
December 31 , 1984.
5. Termination of Lease.
In addition to the execution of this Acquisition Agreement, Seller, will
execute, and have properly notarized, a Termination of Lease in a form similar
to Exhibit "B", attached hereto and incorporated herein by this reference. This
Termination of Lease shall be delivered to Agency concurrently with the execution
of this Acquisition Agreement by Seller.
6. Condition of Title.
Except as herein provided, title to the Leasehold Estate shall be free
and clear of all recorded or unrecorded liens, encumbrances, covenants, leases
and taxes.
7. Expenses of Termination.
Except as otherwise provided herein, the Agency shall pay all fees,
charges and costs connected with title insurance reports including, but not limited
to, the premium for the title insurance policy requested by Agency, recording
fees, notary fees, any state, county or city documentary stamps and any transfer
taxes.
8. Possession.
Agency shall be entitled to enter into possession of said property
immediately upon execution of this Agreement and to continue in possession thereof
so long as it is not in default of the performance of this Agreement.
9. Waiver of Inverse Condemnation.
In consideration for the terms of this Agreement, Seller waives all
rights to assert Inverse Condemnation or precondemnation damages against the
Agency, the City, and the developer and acknowledge that the sums received herein
are compensatory in full for any and all delays, damages or possible harm which
you may have otherwise chosen to assert Agency may have caused to Seller.
10. Entire Agreement.
Both Agency and Seller_ agree that this Agreement constitutes the sole
and only agreement between them respecting said Leasehold Estate and correctly
sets forth their obligations to each other as of this date.
11 . Notices.
Any and all notices or other communications required or permitted by
this Agreement or by law to be served on or given to either party hereto by the
other party hereto shall be in writing and shall be deemed duly served and given
when personally delivered to any member of the party to whom it is directed,
or in lieu of such personal service when deposited in the United States mail ,
first-class postage prepaid, addressed to Agency and Seller as follows:
AGENCY: Community Redevelopment Agency
of the City of Palm Springs
P. 0. Box 1786
Palm Springs, California 92263
SELLER: Lindley Enterprises, Inc.
c/o James M. Schlecht, Esq.
801 East Tahquitz-McCallum Way
Palm Springs, California 92262
Either party, Agency or Seller, may change their address for the purpose of this
Section by giving written notice of such change to the other party in the manner
provided in this paragraph.
12. Conflict of Interest.
No member, official or employee of the Agency shall have any personal
interest, direct or indirect, in this Agreement nor shall any member, official
or employee participate in any decision relating to this Agreement which affects
his personal interest or the interests of any corporation, partnership or
association in which he is directly or indirectly interested.
13. Attorneys Fees and Costs.
Should the Agency fail to pay the Acquisition Price described herein
when due, Seller may file an action to recover said price. The Agency shall
pay such sum as a Court may fix as an attorney's fee and all costs related to
such action.
14. Successors and Assigns.
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and the respective successors and assigns of Seller and Agency.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LINDLEY ENTERPRISES, INC.
Dated: �� 1984 By: �✓ � d
"SELLER''
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
n
Dated: i ?%�� 2f 1984 By: LR
Execu-tive Director
"AGENCY"
ATTEST:
4GEN ZY BY RES. NO. �7 9 S
Se re ary
4
V,
001 OF PAW SPRI11GS
BOX 1786
ALM SPRINGS, CIA. 922G3
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UNITED STATESsrr
DEPARTMENT OF THE INTERIOR 2—
BUREAU OF INDIAN AFFAIRS i;dl-
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SACRAMENTO AREA OFFICE
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APPROVAL OF TERMINATION OF BUSINESS LEASE
PSL-222
The within Termination of Lease PSL-222 between GERMAINE PICO ARENAS, heir
to Richard Brown Arenas, PS-1, and CHRISTINE SHORES LUKER, as Lessors, and
LINDLEY ENTERPRISES, INC. , a California Corporation, as Lessee, consisting of
pages 1 through 5, is hereby approved. This approval is authorized without the
Lessors' signature under Addendum No. 7 to Lease PSL-315, attached hereto and
made a part hereof, and pursuant 'to Article 44, Lease No. PSL-315.
Dated: '10M I
Area Director, Maurice W. Babby
Sacramento Area Office
Pursuant to the authority delegated
by 209 DM 8 and 10 SIAM 3.1.
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I WHEN RECORDED, RETURN TO:
SCHLECHT, SHEVLIN & SHOENBERGER
2 A Law Corporation (BGG)
P. 0. Box 1906
3 Palm Springs , California 92263
4
5
6
7
8 UNITED STATES
DEPARTMENT OF THE INTERIOR
9 BUREAU OF INDIAN AFFAIRS
. PALM SPRINGS OFFICE
10 441 CALLE ENCILIA, SUITE 8
PALM SPRINGS, CALIFORNIA 92262
11
12
13 LEASE NO. : PSL-222
CONT. NO. : J53CI420-3553
14 ALLOT.NO. : PS-1
15 TERMINATION OF
16 LEASE NO . PSL-222
17 This Termination of Lease No. PSL-222 , in six duplicate signed
18 copies, is made and entered into this 0- 9 day of
19 19 , by and between GERMAINE PICO ARENAS, heir of RICHARD BROWN
20 ARENAS, and CHRISTINE SHORES LUKER, each to an undivided one-half
21 interest, hereinafter collectively called "Lessor, " and LINDLEY
22 ENTERPRISES, INC. , a California corporation, hereinafter called
23 tine "Lessee, " whose address is 152 Yale , Rancho Mirage, California
24 92270 .
25 W I T N E S S E T H:
26 WHEREAS, on the 15th day of August, 1977, the predecessors in
27 title to the parties herein entered into Lease No. PSL-222, Con-
28 tract No. J53C1420-3553; and
29 WHEREAS, said Lease was approved by the Area Director,
30 Sacramento Area Office, Bureau of Indian Affairs , Department of
31 the Interior, on the 26th day of January, 1978; and
32 ;9HEREAS, said Lease was recorded on July 31 , 1979 , as
1 Document No. 159989 , in Official Records of Riverside County,
2 California; and
3 WHEREAS , said Lease was assigned to LINDLEY ENTERPRISES, INC. ,
4 by document recorded on July 31, 1979 , as Document No. 159990
5 159991 in Official Records of Riverside County, California; and
6 WHEREAS, Supplemental Agreement No. 1 to the said Lease was
7 entered into on December 13, 1979 , approved by the Bureau of
8 Indian Affairs on January 9 , 1980 and recorded on January 16, 1980 ,
9 as Document No. 10520 of Official Records of Riverside County,
10 California; and
11 WHEREAS, Supplemental Agreement No. 2 to said Lease was
12 entered into on October 13, 1981, approved by the Bureau of Indian
13 Affairs on November 2 , 1981, and recorded on November 18, 1981 as
14 Document No. 215520 in the Official Records of Riverside County,
15 California; and
16 WHEREAS , Supplemental Agreement No . 3 to said Lease was
17 entered into between the parties on February 4, 1983, approved by
18 the Bureau of Indian Affairs on March 3, 1983 and recorded on
19 March 9 , 1983, as Document No. 44146 in the Official Records of
20 Riverside County, California; and
21 WHEREAS , Supplemental Agreement No. 4 to said Lease was
22 entered into on January 20 , 1984 , approved by the Bureau of
23 Indian Affairs on January 31, 1984 and recorded on February 28,
24 1984 , as Document No. 40299 in the Official Records of Riverside
25 County, California; and
26 WHEREAS , the parties desire to terminate said Lease and
27 release and discharge each other from further performance under
28 said Lease .
29 NOW, THEREFORE, in consideration of the premises, the
30 parties agree as follows :
31 1 . Effective Date. The effective date of this agreement
32 shall be December 31 , 1984 .
2
1 2 . Termination of Lease. On the effective date of this
2 agreement, the Lease shall be fully and finally surrendered and
3 terminated.
4 3 . Release of Liability. Conditioned on the performance
5 by the parties of the provisions of this agreement, on the
6 effective date of this agreement the parties hereto shall be
7 fully and unconditionally released and discharged from their
8 respective obligations arising from or connected with the provisions
9 of the Lease . This agreement shall fully and finally settle all
10 demands, charges, claims , accounts , or causes of action of any
11 nature, including, without limitation, both known and unknown
12 claims and causes of action that arose out of or in connection
13 with the Lease, and it constitutes a mutual release with respect
14 to the Lease .
15 4 . Condition of Premises. On the effective date of this
16 agreement, Lessee shall surrender possession of the premises to
17 Lessor pursuant to the provisions of Article 37 of the Lease.
18 5 . Successors . This agreement shall be binding on and
19 inure to the benefit of the parties and their successors , assignees,
20 transferees, personal representatives , heirs , or other persons or
21 entities succeeding lawfully to the rights or obligations of
22 either party.
23 6 . Execution in Counterparts . This Termination Agreement
24 may be executed in any number of counterparts and when so executed,
25 all such counterparts shall constitute a single instrument binding
26 upon all parties hereto notwithstanding the fact that all parties
27 are not signatory to the original or to the same counterpart. The
28 parties hereto agree that the signature pages from one or more
29 counterparts may be removed from such counterparts and such
30 signature pages all attached to a single instrument so that the
31 signatures of all parties may be physically attached to a
32
1 single document.
2 IN WITNESS WHEREOF, the parties hereto have set their hands
3 the day and year first above written.
4 LESSEE: LINDLEY ENTERPRISES, INC. ,
A California Corporation
5 r
6 By
7 THOD7AS PLEDIAN, President
;�2 I----
$ B �
9 BEVERLY LEMAN, Secretary
10
LESSOR:
11 GER14AINE PICO ARENAS, Heir of
12 RICHARD BROWN ARENAS, PS-1
13
CHRISTINE SHORES LUKER
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15
16
17
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19 STATE OF CALIFORNIA )
ss .
20 COUNTY OF RIVERSIDE )
21 On 19 , before me , the undersigned,
22 a Notary Public in and for said State, personally appeared GERMAINE
23 PICO ARENAS , personally known to me (or proved to me on the basis
24 of satisfactory evidence) to be the person whose name is subscribed
25 to the within instrument and acknowledged to me that she executed
26 the same.
27 WITNESS my hand and official seal.
28
29
Notary Public
30
31
32
4
1 STATE OF CALIFORNIA )
ss .
2 COUNTY OF RIVERSIDE )
3 On 19_, before me , the undersigned, a
4 Notary Public in and for said State, personally appeared CHRISTINE
5 SHORES LUKER, personally known to me (or proved to me on the basis
6 of satisfactory evidence) to be the person whose name is subscribed
7 to the within instrument and acknowledged to me that she executed
S the same .
9 WITNESS my hand and official seal.
10
11
12 Notary Public
13
14
15
16
17 STATE OF CALIFORNIA )
} ss .
18 COUNTY OF RIVERSIDE )
+hp undersigned, a
ared THOMAS
STATE OF CALIFORNIA )ss.
COUNTYOF nT_V,.P-1,1DF-) ,r proved to
On ,before me,the undersigned,a Notary Public in and for
said State,personally appeared RFVFI�TY PTFMAN personp who
c
;e -ax., on
E
i therein
LL personally known to me(or proved to me on the basis of Sails-
factory evidence)lobe the person(s)whose nannets),s/e sub- r.. ,^=-ha.,M.,nh-,.a- executed the
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O-° scribed to the within Instrument and acknowledged to me that )��f'y- � ->1 I N1EltiIrM
-01 4H PUBLIC CALIFORidl,q
*-/she/ executed the same, e �, -,_.r- 999 1lltlOri Of its
�i \,... , . ruvEI SIDECOUIRY
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�" �� _ __'r_.av MY Comm.Expires M.,22,7987 r
WITNESS my hand and icial seal.
o Si nature ` ..=o'" C�i'u`� -,:'' fj �✓'`ll
g (This area for official notarial seal)
30
Notary Public
31
32
5
1 UNITED STATES
2 DEPARTMENT OF THE INTERIOR
BUREAU OF INDIAN AFFAIRS
3 1111111/1/ AREA OFFICF
4
5 APPROVAL OF TERMINATION OF
6 BUSINESS LEASE PSL-222
7
8 The within Termination of Lease PSL-222 between GERMAINE PICO
9 ARENAS, heir to Richard Brown Arenas , PS-1 , and CHRISTINE SHORES
10 LUKER, as Lessors , and LINDLEY ENTERPRISES , INC. , a California
11 corporation, as Lessee , consisting of pages 1 through 5 , is
12 hereby approved.
13
14 DATED:
15 Area Director
Sacramento Area office
16 Bureau Indian Affairs
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�f#�TURN TO:
� TY-C N
OITY OF PALM SPRINGS Addendum No . 7 to Lease No. PSL- 3ls
50X 1795
P?LM SPRINGS, CA. 92263
Article 50 , Miscellaneous
1 . Lessors understand that portions of the leased pre-
mises are now encumbered by existing leases and that
said existing leases must be terminated prior to
Lessee ' s exercise of its option pursuant to Article 50
of this lease . Lessee covenants to make its best effort
to terminate said existing leases and Lessee further
covenants and warrants that it will pay to the Lessors
under said existing leases their percentage share of any
termination payments made by Lessee with respect to the
termination of said existing leases as may be called for
under the terms of said lease. In consideration of the
foregoing, the Lessors under all existing leases agree,
at the sole option of their respective Lessees , to
extend all performance requirements pursuant to said
existing leases , except for the obligation to pay rent ,
for a period of time equal to the date that the Lessee
under said existing lease enters into a written
agreement of termination and until December 31 , 1984 .
Lessors of all said existing leases hereby grant appro-
val of any condemnation action which may be brought to
terminate Lessee ' s rights under said existing leases .
2 . Within thirty ( 30 ) days of approval of this lease
by the Secretary and irrespective of whether Lessee
exercises its option pursuant to Addendum No.. 6 to this
lease, Lessee shall pay all attorneys ' fees incurred by
Lessors with respect to this lease , including without
limitation fees incurred with respect to the nego-
tiation , preparation and execution of this lease.
3 . This document may be executed in counterparts .
Initials :
Lessee Lessor
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