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HomeMy WebLinkAboutA4506 - MCCORMACK BARON SALAZAR VISTA SERENA RIGHT TO ACCESS R/W R20346 McCormack Baron Salazar • Vista Serena Right to Access RIGHT TO ACCESS AGREEMENT AGREEMENT #4506 5-15-02 R20346 This Right to Access Agreement (this "Agreement") is entered into as of "�" , 2002 (the"Effective Date") by and between the City of Palm Springs ("Grantor")and McCormack Baron Salazar, a Delaware corporation ("Grantee") with reference to the following facts: RECITALS A. Grantor is the owner of that certain real property and improvements thereon, if any, located in the City of Palm Springs, California, and commonly known as the Vista Serena Co-op Remainder Parcel,which consists of one parcels,totaling approximately 1.23 acres,as such parcel is more particularly described on Exhibit"A",which is attached to this Agreement and incorporated herein by this reference (the "Property'). B. Grantee desires to obtain from Grantor,and Grantordesires to provide to Grantee,a right to enter onto the Property to conduct such due diligence activities as it deems necessary or advisable ("Due Diligence") to determine the Property's suitability for the development and construction of a residential real estate project (the "Project") thereon. In connection therewith, Grantor desires to agree that it will not, directly or indirectly, enter into any negotiations or agreements with any person with regard to the sale or any other transfer of all or any portion of the Property. AGREEMENT NOW THEREFORE,with reference to the foregoing facts,and in consideration of the sum of ten and 00/100 dollars ($10.00), the mutual covenants contained herein, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee, intending to be legally bound, agree as follows: 1. Recitals. The recitals set forth above are hereby incorporated herein by this reference and made a part of this Agreement. 2. Grant of Right to Conduct Due Diligence. Commencing on the Effective Date and ending at 5:00 p.m. PST on the 90th day following the Effective Date (the "Exclusivity Period"), Grantor hereby grants to Grantee (and its employees, agents, representatives and contractors acting on its behalf)the exclusive right to conduct Due Diligence during normal business hours and, in connection therewith, Grantee(and its employees,agents,representatives and contractors acting on its behalf) shall have the right to enter upon and make all inspections and investigations of the condition and all other aspects of all or a portion of the Property and shall have access to and the right to inspect and copy (wherever located) all Diligence Materials (as defined herein) which Grantee may deem necessary or desirable in its sole discretion,including,but not limited to,the right to conduct such surveys, tests, studies, inquiries, investigations and reviews relating to all or a portion of the Property, and the right to review and copy all permits and plans, maps, plats,surveys, soil borings, percolation tests, engineering and topographical studies, seismic tests, asbestos, hazardous substance and other environmental studies, inquiries, and investigations of zoning and land use restrictions applicable to of all or a portion of the Property, and any notice or directive regarding non-compliance with any applicable law, ordinance, rule or regulation and title exceptions to the extent applicable to the Property or any part thereof in the possession or control of Seller or any of its agents, employees or contractors (collectively the "Diligence Materials"). Grantor shall cooperate with Grantee, at no cost to Grantor, in obtaining any information regarding the Property from any governmental agency or third party,which has such information. Excluding matters which are public record or are required to be disclosed by law, all Diligence Materials shall be kept confidential and shall not be disclosed by Grantee to any third party(other than Grantee's agents, representatives and consultants in connection with its evaluation of the Property)without Grantor's 1 CADOCHMENTS AND SETTINGS\CHERYLT\LOCAL SETTINGSUEMPORARY INTERNET FILES\OLK2\DAP SHELL ACCESS AGREEMENTLDOC prior consent,which conseeall not unreasonably be withheld. Gr*e shall indemnify and hold harmless Grantor and the Property from and against any liens, claims or encumbrances, costs, expenses and fees, including reasonable attorneys fees, related thereto, directly related to any entry, inspection or testing activities of Grantor at the Property, and shall repair any damage to the Property caused by such entry, inspection and testing (and shall restore the Property to its original condition). 3. Reserved. 4. Further Assurances. The parties hereto agree to take such actions as are necessary to effect the actions contemplated hereby, as either party hereto may reasonably require. 5. Applicable Law. This Agreement has been made and entered into in the State of California and the laws of said state shall govern the validity and interpretation hereof and the performance hereunder by the parties hereto. 6. Attorneys' Fees. In the event of the bringing of any action or suit by a party hereto against the other party, or by reason of any breach of any covenant, representation, warranty or condition on the part of the other party arising out of this Agreement, then and in that event the party in whose favor the final judgment shall be entered shall be entitled to have and recover of and from the other party or parties all costs and expenses of suit, including reasonable attorneys' fees. 7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. The submission to Grantee of an unsigned draft of this Agreement does not constitute an offer capable of acceptance or otherwise give rise to any right or interest on the part of Grantee. 8. Notices. All notices and demands shall be given in writing by personal delivery or registered mail, postage prepaid, and return receipt requested. Notices shall be considered given upon receipt by the addressee or its agent, provided, however, that if the addressee or its agent refuses or rejects such delivery or the addressee has changed its address without providing written notice thereof to the party attempting to deliver such notice prior to ten (10) business days prior to the attempted delivery of such notice, such notice shall be deemed received on the date such delivery was attempted. Notices shall be addressed as appears below for the respective parties, provided that if any party gives notice of a change of name or address, notices to the giver of the notice shall thereafter be given as demanded in that notice. Grantor: City of Palm Springs, California Attn: City Manager 3200 Tahquitz Canyon Drive P.O. Box 2743 Palm Springs, CA 92263 Telephone: (760) 323.8259 Fax: (760) 322-8325 2 H:\USERS\DALEC\REDEV\DAPSHELLACCESSAGRMT.JUN02.DOC with a copy to (but such cAhall not constitute notice): • Burke Williams & Soresen, LLP Attn: David J. Aleshire 18301 Von Karman Avenue Suite 1050 Irvine, CA 92612-1009 Telephone: (949) 863-3363 Fax: (949) 863-3350 Grantee: McCormack Baron Salazar Attn: Mercedes Marquez Address: 1401 East 1st Street Second Floor Los Angeles, CA 90033 Telephone: (323) 981-2885 Telefax: (323) 981-0210 with a copy to (but such copy shall not constitute notice): Riordan and McKinzie Attn: Greg R. Langer Address: 300 South Grand Avenue, 29t" Floor City, State, Zip: Los Angeles, California 90071 Telephone: (213) 229-8546 Telefax: (213) 830-8723 By giving the other party written notice thereof, the parties hereto shall have the right from time to time or at any time during the term hereof to change their respective addresses for notice. 10. Reserved. [Signatures on following page] 3 H:\USERS\DALEC\REDEV\DAPSHELLACCESSAGRMT.JDN02.DOC i • IN WITNESS WHEREOF, Grantor and Grantee ha\e executed this Agreement as of the date first above written. Grantor: City of Palm Springs, CA " Dated: David H. Ready, City Manage TEST: C City Clerk Grantee: McCormack Baron Salazar, a Delaware corporation Dated: '/jw lj to, ,%3L'T)'D_ gy. Mercedes Marquez, Vice Nsi t Dalila Sotelo, Assis ant A ecretary (Corporations require two NOTARIZED signatures; one from each of the following categories: A. Chairman of Board, President or any Vice President;AND B. Secretary, Assistant Secretary, Treasurer,Assistant Treasurer, or Chief Financial Officer.) ,APPROVED AS TO FORM A 1)9te � 177, C.\DOCUMENTS AND SETTINGS\CHERYLT\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK2\DAP SHELL ACCESS AGREEMENTI DOC CALIFORNIA ALL•PURPCO ACKNOWLEDGMENT State of �'Y <'�� ✓ �' County of J uvf—o,'— � w On fr��r � m before me, / �Ze-�Z ✓rrr �- Dale Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared ✓/�� �;� , Names)of Signers) ❑personally known to me—OR—❑proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. t s �•• ''- " WITNESS my hand and official seal. f s Signature of Notary Public OPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. " �I Description of Attached Document lF " Title or Type of Document: ��-d A' � %� ! a� Document Date: ' P'� - �� Number of Pages: f o 5 Signer(s) Other Than Named Above: ✓� • ir ", `—' 17 �0 Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: Individual A ❑ Individual Corporate Officer ❑ Corporate Officer Title(s): Vi 6,rr ' �tO' Title(s): ❑ Partner—❑ Limited ❑ eneral ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee v ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: ©1994 National Notary Association•8236 Perri Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod No 5907 Reorder.Call Toll Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California 2 y as. Count of '•^-� � '/ p '�@ On NO before me, - I�� s�1 u a <� B ); Date Re a and Title of Officer(o g "Jane Nice,Notary Public � � � personally appeared Q� a �� � e- � 0 � Ilr Names)of Signer(a) ' , El personally known to me ' ,proved to me on the basis of satisfactory �I ( evidence �I to be the person(ly whose name( is/al*6 - `� subscribed to the within instrument and �>l r T IPPANAuclr,sP,h ros acknowledged to me that lee/she/t4K executed Commr�'ton#rtZit2r43 z i i�ioiciPublic-CQTCni� y the same in I�i�%her/their authorized I� LoiAji2islMcounlyl �I capacity(jes), and that by tr6her/tbel ri Nb rr�n J rl signature(a)`on the instrument the person(--,)-or ; the entity upon behalf of which the person(s-)- acted, executed the instrument. ( i �(VITNESS my hand and official sal. t 1 Place Notary Seal Above Signature of Notary Public s s OPTIONAL — Though the information below is not required by law, it may prove valuable to persons relying on the document ci IF and could prevent fraudulent removal and reattachment of this form to another document. t S Description of Attached Document Title or Type of Document: r3l Document Datei Number of Pages: Signer(s) Other Than Named Above: �5 S Capacity(ies) Claimed by Signer it Signer's Name _ _ tjl ❑ Individual J,I t Top of Ihumb here ❑ Corporate Officer—Title(s): I� ❑ Partner Limited ❑ General C ,I ❑ Attorney in Fact 3' ''f,r ❑ Trustee l 7; ❑ Guardian or Conservator I ❑ Other: � I,C Signer Is Representing: 21 I �I I 51999 National Notary Association•9350 De Solo Ave,PO Box 20o2•CM1alswoOM1,CA 91313-2902•www nationalnolaryorg Prod No 5907 Reorder Call Toll Rea1800 876-6827 EXHIBIT"A" LEGAL DESCRIPTION The Land is that certain real propertylocated in the Agency of Palm Springs, County of Riverside, State of California, more particularly described as follows: Assessor's Parcel Number 507 100 036 A 1.23 ACRES PORTION, AS SHOWN IN THE ASSESSOR'S MAP, OF PARCEL 2 OF PARCEL MAP 27976, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 185 PAGES 42 AND 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. C:\DOCUMENTS AND SETTINGS\CHERYLT\LOCAL SETTINGS\TEMPORARY INTERNET PILES\OLK2\DAP SHELL ACCESS AGREEMENTI DOC Arthur J. Gallagher Risk Management Services, Inc. 235 Highlandia Drive, Suite 200 Baton Rouge, LA 70810 RECEIVED CITY OF PALM SPRINGS 2021 APR 19 AM 9: 52 OFFICE OF THE CITY CLc: 4896 1 MB 0.447 4696 'l 111'1111iI111111111111'11111"III1111"1'I'I I"'I Ii11"III III CITY OF PALM SPRINGS REDEV AGENCY 3200 E TAHOUITZ CANYON WAY PALM SPRINGS, CA 92262-6959 We are providing you with a Certificate of Insurance confirming our client's coverage. Want to get certificates of insurance faster? "Go Green with Gallagher" by receiving digital copies of certificates via e-mail in the future. Or, do you no longer require a certificate of insurance for our client? Please contact us at COI.UpdateMyEmail@AJG.com and provide the following information for processing: 1. Confirmation that a certificate of insurance is no longer required; or 2. E-mail address to send future certificates of insurance in lieu of U.S. Mail delivery 3. Insured Code found in the Insured section on the enclosed certificate. An example of this code is XXXXXX-01 4. This Certificate Number: 573524409 To learn more about the Insurance and Risk Management Services offered by Gallagher, please visit us at www.AiQ,com/us/about-us/how-we-work/core-360. Gallagher does not share your e-mail as detailed in our privacy policy found at https://www.ajg,com/us/privacy-policv//. V03 4WO DATE (MMOD'YYYYI ACOKO" CERTIFICATE OF LIABILITY INSURANCE arsrzozl THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy. certain policies may require an endorsement. A statement on this certificate does not confer TOMS to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 235 Highlandia Drive, Suite 200 Baton Rouge LA 70810 INSURED McCormack Baron Management, Inc. McCormack Baron Salazar, Inc. MBA Properties, Inc 720 Olive Street. Suite #2500 St. Louis, MO 63101 Federal INSURERC: Aspen Specialty Insurance Company INSURERO: Vantapro Specialty Insurance Company COVERAGES CERTIFICATE NUMBER: 573524409 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ---- -- ADDL SUBR'- - --- — - -- �� PODppY EFF POLICY EX LTR TYPE OF INSURANCE wy POLICY NUMBER MWONYYY MMODlVVY AIRS C X ODYMERCIAL GENERAL LIABILITY CROOLCG21 313112021 3/312022 EACHOCCURRENCE s2.000,000 OAMAGIETORENTED PREMISES IlEa oemrt nee S 100,D00 CLAIMS -MADE LJ OCCUR MED EXP (Any one Pension) so PERSONAL a AOV INJURY 42,000.000 GENT. AGGREGATE APPLIES PER'. GENERAL AGGREGATE s4,000,000 pLIp�MpIT POLICY T LOC n JEC PRODUCTS "COMPrOP AGG s4,000,000 s OTHER D LE UABILITY 50"08370' 3/312021 3f312022 L 1 81,000,000 ..Bec�ntSI INJURY (Per perm) { UTOBODILY D X SCHEDULED FANAUTOS BODILY INJURY IPa aw+der41 S BSONLY PROPERTY DAMAGE er Cd4M1 NON -OWNED S CNLY AUTOS ONLY s B E X UMBPJ.UALMB X OCCUR EXCEL%W1B _. CLAYAB•LUDE 03095195 100038913"2 31312021 3/31202t 3f312022 3/312022 eACHOCCURRENCE $20,000.000 AGGREGATE $20.000,080 S DEO ( RETENTIONS WORKERSCOMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROPRIETORPARTNEREXECUTIVE OFFICERMEMBEREXCLUDED? NIA PER STATUTE E.L. EACH ACCIDENT 1{ Wenchnory In NH) E.L. DISEASE - EA EMPLOYE $ II descl'I)N under SCRIPTIO0 OPOPERATIONS eebw EL. DISEASE"PMK:V LNIT B A Crane $121.9332 F Terror,sm-L, ,lr, AFN29987IA21 4/302020 1 31312021 4/302021 Uma Per ocemrmce 3/312022 UM per occunence 51,000,000 $27.000,000 DESCRIPTIDN OF OPERATIONS LOCATIONS ' VEHICLES (ACORD 101.Addllionel Remerke Schedule, may NeattleW If n onepece le required) Excess Policy. XC3EX00140211 031312021-03/31/2022, Carrier'. Everest Indemnity Insurance Company Hre and %on -Owned Auto. FMC-HN01000029-00, 031312021-031312022. Carrier. Fortegra Specialty Insurance Company, Limit $1,000,000 Each Occurrence Umbrella Policy 0309 5195 - Additional Insured follows form of underlying A required by written contract UM 00004 00 (07108) See Attached City of Palm Springs Redev Agency 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOPI ED REPRESENTATIVE ACORD 25 (2016103) IQRR-9n1 R ArnRn rnRPORATION All rinhte romnrud The ACORD name and logo are registered marks of ACORD 1.03 4996 AGENCY CUSTOMER ID: MCCOBAR-01 LOC #: AC RD- ADDITIONAL REMARKS SCHEDULE Page i of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, Inc McCormack Baron Management, Inc. McCormack Baron Salazar, Inc. MBA Properties, Inc POLICY NUMBER 720 Olive Street, Suite #2500 St. Louis, MO 63101 CARRIER NAIL CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Re: Vista Sunrise Apartments, 1313 E. Vista Chino, Palm Springs. CA 92262. Additional Named Insured includes: Vista Sunrise Apartments, L.P. #03-SHMHP-006 ACORD 101 (2008/01) C 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 3' or 3 4896