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City of Palm Springs
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Leonard & Jeanne Hess Acq of
p 36,210 so ft on SW crnr of
Cahuilla & Tahq-McCallum Way
AGREEMENT # 80, 3-9-84
Redevelopment Agency RES 207, 3-7-84
619-323-8259
February 9, 1984
Mr. Leonard Hess
6 Nichols Road
Morristown, NJ 07960
Dear Mr. Hess:
RE: CAHUILLA & TAHQUITZ-McCALLUM PROPERTY
The Acquisition Agreement is acceptable to me and I am now forwarding it
to the Agency for its approval .
It is the intent of this letter to clarify additional understandings outside
the Agreement in order that future parties of interest may have our guidance.
Those understandings are as follows:
1 ) The Redevelopment Agency agrees to request the Planning Commission and
the City Council to keep in force CUP #50158, PD 122 allowing the property
to be developed for a professional office building.
2) That in the event the City Council or Planning Commission fails to honor
the request for CUP continuance the Agency, if requested by applicant or
his successor in interest, will pay the required fees for reapplication
of the project approved under CUP #50158, PD 122.
3) Payment of the property taxes will be the responsibility of the option
holder during the life of the option.
4) The option payment of $100,000 will be prorated and apply to the purchase
price over a two year period if purchase of the property by the Agency
occurs prior to two years from the date of this Agreement.
REDEVELOPMENT�A GENCY, CITY OF PALM SPRINGS
By / _ / DATED M1�2e� 1-1 8 c$
Executive Director
LEONARD HESS & JEANNE HESS, husband-'and wife, as joint tenants
BY `. • - l�i� = ,''�s -a.,f�� ���-"�'S DATED
Leonard Hess/Jeanne Hess "gel Ier"
Rost Office Box 1786, Palm Springs, California 92263-1786
WHEN RECORDED MAIL TO:
COMMUNITY RUVEL( NT AGENCY
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CITY OF PALM SPRINGS "J d
P. 0. BOX 1786 GCS $
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ACQUISITION AGREEMENT W
V t ~ u \ H
THIS AGREEMENT is entered into this 7 r� day of tA
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1984 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS (the "Agency") and LEONARD HESS AND JEANNE HESS ,
Husband and Wife, as joint tenants (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 Dection 33000 et see . ) to carry out the
Redevelopment Plan for the Central Business District Redevelopment
Project, adopted by the City Council of the City of Palm Springs on
July 11, 1973 by Ordinance No. 952 .
B. The Seller is the owner of certain real property
adjacent to the Project Area.
AGREEMENTS
1. AGREEMENT TO OPTION TO SELL AND PURCHASE .
Seller agrees to an option to sell to Agency and Agency
agrees to acquire an option to purchase from Seller , upon the terms
and for the consideration set forth in this Agreement, that certain
real property (the "Site") described in Exhibit "A" attached hereto
and incorporated herein by reference.
EXHIBIT "A"
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Real property in the County of Riverside, State of California, more particulary
described as follows:
-PAP.CEL 1 •
LOTS 1, 2, 3 AND 4 IN BLOCK 8 OF PALM SPRINGS, AS SHOWN BY MAP
ON FILE IN BOOK 9 PAGE 432 OF MAPS, RECORDS OF SAN DIEGO COUNTY,
CALIFORNIA;
ALSO, ALL THAT PORTION OF THE WESTERLY e FEET OF ORANGE AVENUE,
AS SHOWN BY SAID MAP AND NOW KNOWN AS CAHUILLA ROAD WHICH LIES
SOUTHERLY OF THE NORTHERLY LINE OF SAID LOT 1, EXTENDED EASTERLY
AND 1ORTHERLY OF THE SOUTHERLY LINE OF SAID LOT 4, EXTENDED
EASTERLY AS ABANDONED BY RESOLUTION OF THE BOARD OF SUPERVISORS
OF RIVERSIDE COUNTY, ON MARCH 1, 1926, -A CERTIFIED COPY OF THE
RESOLUTION OF ABANDONMENT RECORDED MARCH 10, 1926 IN BOOK 667
P'.GF 29 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
-RCEL 2•
THE EAST HALF OF LOT 24 AND THE EAST 24. 2 FEET OF LOT 21 OF
ALL IN BLOCK 8 OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK
9 PAGE 432 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA.
Assessor's Parcel No. 's ; 513-141-a04
513,141413
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2. ACQUISITION PRICE.
The total purchase price for the Site shall be the
sum of FIVE HUNDRED FIFTY .THOUSAND($550, 000. ) DOLLARS (the "Acquisition
Price") . ONE HUNDRED THOUSAND ($100, 000. ) DOLLARS payable upon
execution of this Agreement shall be payment for an option to purchase
said property within two (2) years of the date of this agreement.
At the conclusion of the two (2) year term the Agency has the option
to purchase for the purchase price stated above or relinquish
possession of the property to Seller free and clear of all encumbrances .
3 . ESCROW.
Within two (2) years from the execution of this Agree-
ment by the Agency, if the Agency elects to acquire said property,
the Seller shall open an escrow with Palm Springs Escrow Company
or any title company in Riverside, California (the "Escrow Agent")
approved by the Agency and the Seller. This Agreement constitutes
the joint escrow instructions of the Agency and the Seller, and a
duplicate original of this Agreement shall be delivered to the
Escrow Agent upon the opening of the escrow. The Agency and the
Seller may furnish to the Escrow Agent any additional escrow in-
structions in writing which are in conformity with this Agreement
and which are mutually satisfactory to both parties. The Escrow
Agent hereby is empowered to act under this Agreement and shall carry
out its duties as Escrow Agent hereunder.
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aThe Agency shall deposit the purchase price with the Escrow
Agent. The Agency shall also pay in escrow the fees , charges and costs
connected with the escrow as specified in Section 6 of this Agreement.
The Seller shall timely and properly execute, acknowledge
and deliver a deed conveying to the Agency title to the Site in
accordance with the requirements of Section 4 of this Agreement. Upon
delivery of the deed to the Site by the Seller and deposit of the
purchase price by the Agency, but in any event no later than thirty
(30) days after the opening of escrow, the Escrow Agent shall record
and deliver said deed, and title to the Site shall be conveyed to the
Agency.
The close of escrow and the obligation of any party to
purchase or sell the Site pursuant to this Agreement is conditioned
upon the conveyance to the Agency of good and marketable title to
the Site, as evidenced by a standard form C.L.T.A. title insurance
policy.
The Escrow Agent is authorized to pay and charge the Agency
and the Seller for any fees , charges and costs payable under this
Section 3 and Sections 5 and 6 of this Agreement. Specifically, the
Escrow Agent is authorized to :
(a) Pay and charge Seller for any delinquent taxes
and any penalties and interest thereon, and for any delinquent or non-
delinquent assessments or bonds against the Site; and
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(b) Pay and charge Seller for any amount necessary
to place title in the condition necessary to satisfy Section 4 of
this Agreement.
In addition, the Escrow Agent is authorized to disburse
funds and deliver the deeds and other documents to the parties
entitled thereto and to record any instruments delivered through
this escrow if necessary or proper to vest title in the Agency in
accordance with the terms and provisions of this Agreement.
4. CONDITION OF TITLE .
The Seller shall convey by Grant Deed to the Agency
marketable fee simple title to the Site. Except as herein provided,
title shall be free and clear of all recorded or unrecorded liens ,
encumbrances , covenants , assessments , easements , leases and taxes.
5 . TAXES AND ASSESSMENTS .
Ad valorem taxes and assessments, if any, on the Site
levied, assessed or imposed for any period prior to conveyance of
title shall be borne by the buyer Ad valorem taxes and assessments
levied or imposed for any period following conveyance of title shall
also be the responsibility of the Agency. If the applicable tax
rate is then unknown, the proration shall be based upon the real
property taxes for the preceding fiscal year.
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6 . EXPENSES OF ESCROW.
Except as otherwise provided herein, the Agency shall
pay in escrow to the Escrow Agent all fees , charges and costs connected
with the escrow, title insurance and conveyance including, but not
limited to, the escrow fee, the premium for the title insurance policy,
costs of preparing and executing the Grant Deed, recording fees,
notary fees , any state, county or city documentary stamps and any
transfer taxes . Any costs of obtaining reconveyances under encumbrances
or removing clouds on the title, and recording fees in connection
therewith, shall be borne by Seller.
7 . INSURANCE.
Agency shall obtain liability insurance equal to not
less than ONE MILLION/TWO MILLION DOLLARS for liability with Seller
named as additional insured prior to Agency' s possession of the Site .
8 . PERSONAL INJURIES .
Agency shall indemnify and hold Seller free and harmless
from any and all demands or loss or liability resulting from the injury
to or death of any person or persons because of the negligence of
Agency or the condition of the Site at any time or times after the
date of execution of this Agreement.
9. OCCUPANCY BY SELLER OR TENANTS .
Except as otherwise provided herein, the Site shall be
available to the Agency upon execution of this Agreement free and
clear of any possession or right of possession by the Seller or by
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any tenants, sublessees, assignees or transferees of the Seller.
Seller , however, shall have and regain all the rights for using
the Site thus conveyed if the Agency does not enter into escrow on
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said Site in two (2) years from date of this Agreement.
10. PERMISSION TO ENTER ON SITE.
Prior to the conveyance of possession Seller grants
to the Agency, its authorized officials , agents , employees , contractors
and contractors ' employees the right of access to the Site at all
reasonable times for the purpose of obtaining data and making surveys
and tests . All such work performed on the Site by the Agency shall
be at the sole expense of the Agency. The Agency shall hold the
Seller harmless for any injury or damages arising out of any activity
pursuant to this Section 10.
11 . RIGHT OF TERMINATION BY SELLER PRIOR TO CONVEYANCE.
If the Agency does not pay the purchase price, and take
title to the Site under tender of conveyance by the Seller and any such
failure is not cured within thirty (30) days after written demand by
the Seller, then the Agreement shall, at the option of the Seller, be
terminated by written notice thereof to the Agency.
12 . POSSESSION.
Agency shall be entitled to enter into possession of
said property upon the execution of this Agreement and to continue in
possession thereof so long as it is not in default of the performance
of this Agreement.
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ij 13. MECHANICS ' LIENS .
Agency shall indemnify and hold Seller and the Site ,
including Seller ' s interest in the Site, free and harmless from
liability for any and all mechanics ' liens or other expenses or
damages resulting from any renovations , alternations , buildings ,
repairs, or other work done on the Site by Agency.
14. NO REPRESENTATIONS .
Agency represents to Seller that the Site has been
inspected by it and that it has been assured by means independent of
Seller, or of any agent of Seller, of the truth of all facts material
to this Agreement, and that said Site, as it is described in this
Agreement, is and has been obtained by Agency as a result of such
inspection or investigation and not by or through any representations
made by Seller, or by an agent of the Seller. Agency hereby expressly
waives any and all claims for damages or for rescission or cancellation
of this Agreement because of any representations made by Seller or by
any agent of Seller, other than such representations as may be contained
in this Agreement. Agency further agrees that Seller and any and all
agents of Seller shall not be liable for or on account of any in-
ducements , promises , representations , or agreements not contained in
this Agreement; that no agent or employee of Seller is nor has been
authorized by Seller to make any representations with respect to said
Site , and that if any such representations have been made they are
wholly unauthorized and not binding on Seller.
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15 . ENTIRE AGREEMENT .
Both Agency and Seller agree that this Agreement
constitutes the sole and only agreement between them respecting said
Site and correctly sets forth their obligations to each other as of
its date.
16. ASSIGNMENTS PROHIBITED.
Neither this Agreement, nor any interest therein, shall ,
except by will, intestate succession, or right of survivorship, be
assigned by Agency, either voluntarily, involuntarily, by operation of
law, or otherwise , without the written consent of Seller.
17 . FUTURE ASSESSMENTS .
Agency agrees to indemnify and hold harmless Seller
from any assessments which may be or may be attempted to be made
upon Seller ' s property in connection with improvements made by Agency
on the Site sold or surrounding property.
18 . ATTORNEY' S FEES .
Should any litigation be commenced between the parties
hereto concerning said Site, this Agreement, or the rights and duties
of either in relation thereto, the party, Agency or Seller, prevailing
in such litigation shall be entitled, in addition to such other relief
as may be granted, to a reasonable sum as and for its attorney' s fees
in such litigation which shall be determined by the court in such
litigation or in a separate action brought for that purpose.
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s�s
19. 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: Redevelopment Agency of the City of Palm Springs
City of Palm Springs
Post Office Box 1786
Palm Springs , California 92263
SELLER: Leonard Hess and Jeanne Hess
6 Nichols Road
Morristown, New Jersey 07960-
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 Section 19.
20. 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.
The Seller warrants that it has not paid or given, and
will not pay or give, any third person any money or other consideration
for obtaining this Agreement.
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p 21 . BROKERS " COMMISSION.
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Neither the Seller nor the Agency shall be liable for
any real estate commissions or brokerage fees which may arise from
this Agreement. The Seller and the Agency each represent that it
has engaged no broker, agent or finder in connection with this
transaction.
22 . BINDING ON HEIRS ANDSUCCESSORS .
This Agreement shall be binding on and shall inure to
the benefit of the heirs , executors , administrators , successors , and
assigns of the parties hereto, but nothing in this Section contained
shall be construed as a consent by Seller to any assignment of this
Agreement or of any interest therein by Agency except as provided
in Section 16 of this Agreement .
23 . TIME OF ESSENCE .
Time is expressly declared to be the essence of this
Agreement.
24. WAIVER.
The waiver of any breach of this Agreement by either
party shall not constitute a continuing waiver or a waiver of any
subsequent breach either of the same or another provision of this
Agreement.
25 . TIME FOR ACCEPTANCE BY AGENCY.
This Agreement, when executed by the Seller and
delivered to the Agency, must be authorized, executed and delivered by
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the Agency within thirty (30) days after the date of signature by the Seller
or this Agreement shall be void, except to the extent that the Seller shall
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consent in writing to further extensions of time for the authorization,
execution and delivery of this Agreement. The effective date of this
Agreement shall be the date when the Agreement has been signed by the Agency.
26. OPTION.
The option payment stated in Paragraph 2 above shall be
prorated toward the purchase price diminishing at the rate of $137.00 per
day from the date of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
(
DATED: p e L(EONARD HESS & JEANNE HESS, HUSBAND AND
WJFE, AS JOINT TENA TS(--'-
�
LEONARD, HESS "SELLER"
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JEANNE HESS "SELLER"
DATED:_ REDEVELOPMENT AGENCY OF THE CITY OF
State of -p/''-' �sw'�rr )
PALM SPRINGS, CALIFORNIA
County of r „�< )ss BY
,On this the -rday of 19 : before me Executive Director
the undersigned Notary Public, personally appeared ~c,cnnn
and 1_;'gNiVY. f-/z- S copes FE'S 24, 9.93¢
personally known to me to be ther person(s) whose
name(s) , vf?c subscribed to the within instrument,
and acknowledged that jy�executed it. Tq-��,; /;
WITNESS my hand and official seal . ���
IVOTiRRi(,PIJGLIG
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s
STATE OF CALIFORNIP s
)ss.
COUNTY OF RIVERSIDE)
Onzq) 19 before me, the undersigned, a
Q0 Notary Public in and for said state, personally appeared oa.yExrJ �. tVntCr
and known to me to be the �( G�?fur
and of the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS and known to me to be the persons who executed the
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within instrument on behalf of the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS, and acknowledged to me that the COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRII _� same.
orFICIAL SEA 4
OFFICIAL "'i"j� auve s n - CALIF R �JJJ � �
SEAL. �^ ` ,"=y N01'ARY PU6LIC • CALIFORNIA C/ 1 ,�
'� RIVERSIDE COUNTY Y
a my comm. expired JUN do, J„tJk� Notary Public
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