HomeMy WebLinkAbout3/6/2002 - STAFF REPORTS DATE: March 6, 2002
TO: City Council
FROM: Executive Director-Airports
FONTES ACQUISITION
RECOMMENDATION:
It is recommended that City Council approve the purchase of the Fontes residence,
including moving and relocation expenses, at 4488 E. Calle de Carlos, in the amount
of $102,281.00.
SUMMARY:
This residence is the last of the properties that the Airport was required, as part of its
noise mitigation program, to acquire.
BACKGROUND:
The Fontes residence, located at 4888 E. Calle de Carlos, south of the Airport, was
appraised at $75,000.00 and he is eligible for $1,325.00 moving expenses and
$25,956.00 in relocation benefits for a total of$102,281.00.
Previously, City Council offered an all-inclusive settlement to acquire Mr. Fontes a
new home. This would have provided a total package of$185,000. Due to his age,
he has chosen to rent close to his family and has accepted the smaller package.
A purchase agreement has been drawn and is attached for City Council review. It is
recommended that the agreement be approved and that the Executive Director-
Airports be authorized to execute all documents necessary to complete the
transaction.
1
ALLE F. SMOOT, AAE
Executive Director-Airports
APPROVED:
City Manager
ATTACHMENTS:
1. Minute Order
2. Purchase Agreement
REVIEWED BY DEPT.OF FINUICE
s
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Date of Opening of Escrow
March , 2002
To: Palm Desert Escrow, Inc. of Palm Desert
("Escrow Holder")
Attention:
Escrow Officer
Telephone: (__)
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND
ESCROW INSTRUCTIONS(this"Agreement")is made this day of 2002,by
and between the THE CITY OF PALM SPRINGS,A Municipal Corporation("Buyer"),and
the undersigned owner (collectively, "Seller").
RECITALS:
A. Seller is the owner of that certain real property located in the City of
Palm Springs, County of Riverside, State of California, Assessor's Parcel No. 680-073-005,
more particularly described in Exhibit"A"attached hereto and by this reference incorporated
herein together with all improvements now or hereafter constructed thereon(the"Property").
The Property consists of 1 Single-family residence of 1,095 square feet on a lot,approximately
9,147 square feet of land located at 4488 E. Calle de Carlos. I ^1
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Fontcs/City of Palm Springs
B. Seller desires to sell the Property to Buyer upon the terms and conditions
more particularly set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
TERMS AND CONDITIONS
1. PURCHASE AND SALE OF PROPERTY.
Buyer hereby agrees to purchase from Seller, and Seller agrees to sell to Buyer the Property,
upon the terms and conditions hereinafter set forth.
2. OPENING OF ESCROW.
Within one(1)business day after the execution of this Agreement by both Buyer and Seller,
the parties shall open an escrow("Escrow")with the Escrow Holder by causing an executed copy of
this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date the
executed Agreement is delivered to Escrow Holder("Opening of Escrow").
3. PAYMENT OF PURCHASE PRICE.
3.1 Amount of Purchase Price.
The purchase price for the Property shall be [SEVENTY FIVE THOUSAND DOLLARS
($75,000.00)]. The total compensation to be paid by Buyer to Seller is all-inclusive of Seller's
interest in the Property
3.2 Payment of Purchase Price.
On the day preceding Close of Escrow,Buyer shall deposit the Purchase Price with Escrow
Holder in "good funds." "Good funds" shall mean a wire transfer of funds, cashier's or certified
check drawn on or issued by the offices of a financial institution located in the State of California,or
cash.
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Fontes/City of Palm Springs
4. ADDITIONAL FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND
SELLER.
4.1 Buyer.
Buyer agrees that on or before 12:00 noon on the date preceding the Closing Date,Buyer will
deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged,if
appropriate) which are necessary to comply with the terms of this Agreement.
4.2 Seller.
Seller agrees that on or before 12:00 noon on the day preceding the Closing Date, Seller will
deposit with Escrow Holder an executed and recordable grant deed ("Grant Deed") conveying the
Property to Buyer,together with such funds and other items and instruments as may be necessary in
order for the Escrow Holder to comply with this Agreement. Escrow Holder will cause the Grant
Deed to be recorded when(but in no event after the date specified in Section 5.1 below)it can issue
the Title Policy in the form described in Section 6 below, and holds for the account of Seller the
items described above to be delivered to Seller through Escrow, less costs, expenses and
disbursements chargeable to Seller pursuant to the terms hereof.
5. CLOSING DATE; TIME OF ESSENCE.
5.1 Closing Date.
Time is of the essence of each and every term of this Agreement. Escrow shall close no later
than thirty (30) days after the opening of escrow("Closing Date"). The terms "Close of ESCroV',
and/or"Closing" are used herein to mean the time Seller's Grant Deed is filed for recording by the
Escrow Holder in the Office of the County Recorder of Riverside County, California.
5.2 Time of Essence.
Buyer and Seller specifically understand that time is of the essence and Buyer and Seller
specifically agrees to strictly comply and perform the obligations herein in the time and manner
specified and waives any and all rights to claim such compliance by mere substantial compliance
with the terms of this Agreement.
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6. TITLE POLICY.
6.1 Approval of Title.
(a) Promptly following execution of this Agreement but in no event later than
five (5) days following Opening of Escrow, Buyer shall obtain a preliminary title report
issued through First American Title Company(the"Title Company"),describing the state of
title of the Property, together with copies of all exceptions specified therein and a map
plotting all easements specified therein(the"Preliminary Title Report"). Buyer shall notify
Seller in writing("Buyer's Title Notice")of Buyer's approval of all matters contained in the
Preliminary Title Report or of any objections Buyer may have to title exceptions or other
matters("Disapproved Exceptions")contained in the Preliminary Title Report within fifteen
(15) days after Buyer's receipt of the Preliminary Title Report. If Buyer fails to deliver
Buyer's Title Notice within said fifteen(15)day period,Buyer shall be conclusively deemed
to have disapproved the Preliminary Title Report and all matters shown therein.
(b) In the event Buyer delivers Buyer's Title Notice within said period, Seller
shall have a period of five (5) days after receipt of Buyer's Objection Notice in which to
notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved
Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved
Exceptions("Seller's Notice"). Seller's failure to deliver Seller's Notice within said five(5)
day period shall be deemed Seller's election to decline to remove the Disapproved
Exceptions. If Seller notifies Buyer of its election to decline to remove the Disapproved
Exceptions, if Seller is deemed to have elected to decline to remove the Disapproved
Exceptions, or if Seller is unable to remove the Disapproved Exceptions, Buyer may elect
either to terminate this Agreement and the Escrow or to accept title to the Property subject to
the Disapproved Exception(s). Buyer shall exercise such election by delivery of written
notice to Seller and Escrow Holder within five(5)days following the earlier of(i)the date of
written advice from Seller that such Disapproved Exception(s)cannot be removed;or(ii)the
date Seller declines or is deemed to have declined to remove such Disapproved Exception(s).
(c) Upon the issuance of any amendment or supplement to the Preliminary Title
Report which adds additional exceptions, the foregoing right of review and approval shall
also apply to said amendment or supplement,provided, however, that Buyer's initial period
of review and approval or disapproval of any such additional exceptions shall be limited to
ten (10) days following receipt of notice of such additional exceptions.
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Fontes/City of Palm Springs
(d) Nothing to the contrary herein withstanding, Buyer shall be deemed to have
automatically approved the existence of any oil and gas lease outstanding on the Property.
Buyer shall further be deemed to have automatically objected to all deeds of trust,mortgages,
judgment liens, federal and state income tax liens, delinquent general and special real
property taxes and assessments and similar monetary encumbrances affecting the Property,
and Seller shall discharge any such non-permitted title matter of record prior to or
concurrently with the Close of Escrow.
6.2 Title Policy.
At the Close of Escrow,the Escrow Holder shall furnish Buyer with a CLTA Owner's Policy
of Title Insurance (the "Title Policy") for the Buyer's interest, wherein the Title Company shall
insure that title to the Property shall be vested in Buyer,containing no exception to such title which
has not been approved or waived by buyer in accordance with this Section. The Title Policy shall
include any available title insurance,extended coverage or endorsements that Buyer has reasonably
requested. The cost of such policy shall be borne by Buyer.
7. DUE DILIGENCE.
7.1 Due Diligence Date.
The"Due Diligence Date"shall mean the date which is twenty(20) days following the date
of Opening of Escrow.
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7.2 Scope of Due Diligence.
Buyer shall have the right to make any analysis of the Property consisting of such
engineering,feasibility studies,soils tests,environmental studies and other investigations as Buyer in
its sole discretion may desire,to permit Buyer to determine the suitability of the Property for Buyer's
contemplated uses and to conduct such other review and investigation which Buyer deems
appropriate to satisfy itself to acquire the Property. Buyer shall further have the right to make an
examination of all licenses,permits,authorizations,approvals and governmental regulations which
affect the Property, including zoning and land use issues and conditions imposed upon the Property
by governmental agencies.
7.3 Review of Documents.
Upon the execution of this Agreement by both parties, Seller shall make available to Buyer
true, correct and complete copies of all contracts which relate to the Property (together with any
amendments or modifications thereto),and all reports in Seller's possession respecting the physical
condition of the Property, if any, and any other information in Seller's possession or control
reasonably requested by Buyer regarding the Property.
7.4 Entry for Investigation.
In addition to any rights of possession Buyer may already have through the Condemnation
Action, and subject to the conditions hereafter stated, Seller grants to Buyer, its agents and
employees a limited license to enter upon any portion of the Property for the purpose of conducting
engineering surveys, soil tests, investigations or other studies reasonably necessary to evaluate the
condition of the Property, which studies, surveys, investigations and tests shall be done at Buyer's
sole cost and expense except as provided in Section 7.8 below.
7.5 Hazardous Materials.
Apart from the items identified in the Soils Report,neither Seller nor,to the best of Seller's
knowledge, any previous owner,tenant,occupant,or user of the Property used,generated,released,
discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials
("Hazardous Materials")on,under, in, or about the Property,or transported any Hazardous Materials
to or from the Property. Seller shall not cause or permit the presence, use, generation, release,
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Fontes/City of Palm Springs
discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the
transportation of any Hazardous Materials to or from,the Property. The term"Hazardous Material"
shall mean any substance, material, or waste which is or becomes regulated by any local
governmental authority,the State of California,or the United States Government,including,but not
limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely
hazardous waste", or"restricted hazardous waste"under Section 25115,25117 or 25122.7,or listed
pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5
(Hazardous Waste Control Law), (ii) defined as"hazardous substance"under Section 25316 of the
California Health and Safety Code,Division 20,Chapter 6.8 (Carpenter-Presley-Tanner Hazardous
Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or
"hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20,
Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a
"hazardous substance"under Section 25281 of the California Health and Safety Code,Division 20,
Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum or any petroleum
product or fraction thereof or additive thereto, (vi) asbestos, (vii)polychlorinated byphenyls, (viii)
listed under Article 9 or defined as"hazardous"or"extremely hazardous"pursuant to Article 11 of
Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a
"hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x)
defined as a"hazardous waste"pursuant to Section 1004 of the Resource Conservation and Recovery
Act,42 U.S.C. S6901 et seq. (42 U.S.C. S6903)or(xi)defined as a"hazardous substances"pursuant
to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by
Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601).
7.6 Compliance with Environmental Laws.
Except as may be otherwise disclosed in the Soils Report, to the best of Seller's knowledge
the Property complies with all applicable laws and governmental regulations including, without
limitation,all applicable federal,state, and local laws pertaining to air and water quality,hazardous
waste, waste disposal, and other environmental matters, including, but not limited to, the Clean
Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation
and Recovery and Comprehensive Environmental Response Compensation and Liability Acts,and
the California Environment Quality Act,and the rules,regulations, and ordinances of the city within
which the subject property is located, the California Department of Health Services, the Regional
Water Quality Control Board, the State Water Resources Control Board, the California
Environmental Protection Agency, the U.S. Environmental Protection Agency, and all applicable
federal, state, and local agencies and bureaus.
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7.7 Hold Harmless.
Buyer agrees to hold Seller harmless from and against any claim, action, suit, proceeding,
loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including,
without limitation, attorneys' fees), arising out of any soil remediation work required to be
performed with respect to any soil contamination or condition disclosed in the Soils Report.
The Closing of Escrow shall be subject to and conditioned upon Buyer's acceptance of the
Soils Report and approval of the environmental conditions at,under and about the Property,and the
absence from the Property of Hazardous Materials and any other kind of soil or water contamination
except as specified in the Soils Report and accepted by the Agency.
Notwithstanding anything to the contrary in this Agreement,the parties may agree to extend
the Escrow indefinitely if they deem it necessary to allow for the completion of environmental
testing and/or remediation of the Property.
7.8 Approval of Due Diligence Matters.
Buyer shall notify Seller in writing ("Buyer's Due Diligence Notice") on or before the Due
Diligence Date of Buyer's approval or disapproval of the Soils Report,the condition of the Property,
and Buyer's investigations with respect thereto (excluding title matters which are to be approved or
disapproved pursuant to Section 5.1 above), which approval may be withheld in Buyer's sole and
absolute discretion. Buyer's failure to deliver Buyer's Due Diligence Notice on or before the Due
Diligence Date shall be conclusively deemed Buyer's disapproval thereof. Buyer's disapproval or
deemed disapproval of said matters shall automatically terminate this Agreement.
S. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.
0.1 Conditions to Buyer's Obligations.
The obligations of Buyer under this Agreement shall be subject to the satisfaction or written
waiver, in whole or in part, by Buyer of each of the following conditions precedent:
(a) Title Company will issue the Title Policy as required by Section 6 of this
Agreement insuring title to the Property vested in Buyer, subject only to items approved
under Section 6.1.
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(b) Buyer has approved in writing the condition to title of the Property on or
before the date provided in Section 5.1(a) above.
(c) Buyer has approved in writing all Due Diligence matters on or before the Due
Diligence Date.
(d) Escrow Holder holds and will deliver to Buyer the instruments and funds, if
any, accruing to Buyer pursuant to this Agreement.
8.2 Conditions to Seller's Obligations.
The obligations of Seller Corder this Agreement shall be subject to the satisfaction or written
waiver, in whole or in part, by Seller of the following condition precedent:
(a) Escrow Holder holds and will deliver to Seller the instruments and funds
accruing to Seller pursuant to this Agreement.
9. REPRESENTATIONS AND WARRANTIES.
0.1 Representations and Warranties.
Seller hereby makes the following representations and warranties to Buyer,each of which is
true in all respects as of the date hereof and shall be true in all respects on the date of Close of
Escrow on the Property:
(a) Seller has received no notice and/or has no knowledge that any governmental
authority or any employee or agent thereof considers any construction of the proposed
improvements on the Property or the present or proposed operation,use or ownership of the
Property to violate or have violated any ordinance, rule, law, regulation or order of any
government or agency, body or subdivision thereof, or that any investigation has been
commenced or is contemplated respecting such possible violations.
(b) Apart from the Condemnation Action, there are no pending or threatened
litigation, allegations, lawsuits or claims which would affect the Property, other than the
Agency's eminent domain action referred to in Section 13.
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Fontes/City of Palm Spring// IIII
(c) Apart from items deemed approved under Paragraph 6.1 above,there are no
contracts,leases,claims or rights affecting the Property and no agreements entered into by or
under Seller shall survive the Close of Escrow that would adversely affect Buyer's rights
with respect to the Property except as heretofore disclosed in writing by Seller to Buyer.
(d) Seller has received no written notice from any third parties, prior owners
of the Property, or any federal, state or local governmental agency, indicating that any
hazardous waste remedial or clean-up work will be required on the Property.
(e) There are no encroachments onto the Property by buildings or
improvements on any adjoining property, nor do any buildings or improvements on the
Property encroach on other properties.
(f) Until the Closing, Seller shall not do anything, which would impair
Seller's title to any of the Property.
(g) All utilities, including gas, electricity, water, sewage, and telephone, are
available at the property line of the Property, and all such items are in good working order.
(h) Until the Closing, if Seller learns of any fact or condition which would cause
any of the warranties and representations in this Section not to be true as of the Closing,
Seller shall immediately give written notice of such fact or condition to Buyer.
(i) Seller has the unimpeded power and authority to execute,deliver and perform
Seller's obligations under this Agreement and the documents executed and delivered by
Seller pursuant hereto.
10. ESCROW PROVISIONS.
0.1 Escrow Instructions.
This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions
to Escrow Holder. If required by Escrow Holder,Buyer and Seller agree to execute Escrow Holder's
standard escrow instructions,provided that the same are consistent with and do not conflict with the
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Fontes/City of Palm Springs
provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement
shall prevail.
10.2 General Escrow Provisions.
Escrow Holder shall deliver the Title Policy to the Buyer and instruct the Riverside County
Recorder to mail the Grant Deed to Buyer at the address set forth in Section 14.5 after recordation.
All funds received in this Escrow shall be deposited in one or more general escrow accounts of the
Escrow Holder with any bank doing business in Riverside County,California,and may be disbursed
to any other general escrow account or accounts. All disbursements shall be made by Escrow
Holder's check. This Agreement and any modifications, amendments, or supplements thereto may
be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on
one document.
10.3 Proration of Real Property Taxes.
All nondelinquent general and special real property taxes shall be prorated to the Close of
Escrow on the basis of a thirty(30)day month and a three hundred sixty(360)day year. In the event
that property taxes are assessed on a parcel of real property, which includes land other than the
Property, such proration shall include only taxes attributable to the Property, calculated in terms of
total gross square feet of land assessed pursuant to the tax statement versus total gross square footage
of the Property.
10.4 Payment of Costs.
Buyer shall pay documentary transfer taxes, the premium charges for the standard CLTA
Title Policy and any non-standard coverage requested by Buyer, the charges for drawing and
recording the Grant Deed, and all of the Escrow fee. Seller shall pay any fees and costs charged by
any lender or other entity to obtain reconveyances or otherwise put title in the condition described in
Section 6. All other costs of Escrow not otherwise specifically allocated by this Agreement shall be
apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder.
10.5 Termination and Cancellation of Escrow.
Time is of the essence of this Agreement. If Escrow fails to close as provided above,Escrow
shall terminate automatically without further action by Escrow Holder or any party, and Escrow
Holder is instructed to return all funds and documents then in Escrow to the respective depositor of
the same with Escrow Holder. Cancellation of Escrow, as provided herein, shall be without
prejudice to whatever legal rights Buyer or Seller may have against each other arising from the
Escrow or this Agreement.
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10.6 Information Report.
Escrow Holder shall file and Buyer and Seller agree to cooperate with Escrow Holder and
with each other in completing any report("Information Report")and/or other information required to
be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e)
regarding the real estate sales transaction contemplated by this Agreement, including without
limitation,Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended
by the Internal Revenue Service,or as may be required pursuant to any regulation now or hereinafter
promulgated by the Treasury Department with respect thereto. Buyer and Seller also agree that
Buyer and Seller, their respective employees and attorneys, and escrow Holder and its employees,
may disclose to the Internal Revenue Service, whether pursuant to such Information Report or
otherwise,any information regarding this Agreement or the transactions contemplated herein as such
party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party
pursuant to Internal Revenue Code Section 6045(e), and further agree that neither Buyer nor Seller
shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such
information.
It. BROKERAGE COMMISSIONS.
Buyer and Seller each represent and warrant to the other parties that no third parry is entitled
to a broker's commission and/or finder's fee with respect to the transaction contemplated by this
Agreement. Buyer and Seller each agree to indemnify and hold the other parties harmless from and
against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees,
resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a
broker's commission and/or finder's fee.
12. EMINENT DOMAIN DISMISSAL.
Seller and Buyer acknowledge that this transaction is a negotiated settlement in lieu of
condemnation, and Seller hereby agrees and consents to the dismissal or abandonment of the eminent
domain action in the Superior Court of the State of California, County of Los Angeles, Case No.
BC217828, and also waives any and all claims to any money on deposit in said action and further
waives all claims for relocation expenses or other relocation benefits,just compensation for land and
improvements, interest, attorney fees, costs, disbursements, litigation expenses,and damages of all
type relating to the Agency's acquisition of the Property and construction of the project for which it
is acquired, including, but not limited to, precondemnation damages, delay damages, severance
damage, loss of business goodwill, damages for temporary losses during construction,damages for
loss of access, lost rents or royalties,or any other compensation whatsoever(apart from receipt of the
Purchase Price hereunder) incurred in connection therewith.
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13. MISCELLANEOUS.
0.1 No Conflict of Interest.
No officer or employee of the Buyer shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which effects his financial interest or the financial interest of any corporation,partnership
or association in which he is, directly or indirectly, interested, in violation of any State statute or
regulation. The Seller warrants that it has not paid or given and will not pay or give any third party,
other than Seller's real estate broker,any money or other consideration for obtaining this Agreement
Assignment.
13.2 Assignment.
Buyer shall not have the right to assign this Agreement or any interest or right hereunder or
under the Escrow without the prior written consent of Seller, which consent may be withheld in
Seller's sole and absolute discretion. Regardless of Seller's consent,Buyer shall not be relieved of
its responsibility and liability under this Agreement as a result of such assignment. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller
and their respective heirs, personal representatives, successors and assigns.
13.3 Attorneys' Fees.
In any action between the parties hereto, seeking enforcement of any of the terms and
provisions of this Agreement or the Escrow,or in connection with the Property,the prevailing party
in such action shall be entitled,to have and to recover from the other party its reasonable attorney's
fees and other reasonable expenses in connection with such action or proceeding, in addition to its
recoverable court costs.
13.4 Notices.
Any notice which either party may desire to give to the other party or to the Escrow Holder
must be in writing and may be given by personal delivery or by mailing the same by registered or
certified mail,return receipt requested, to the party to whom the notice is directed at the address of
such party hereinafter set forth, or such other address and to such other persons as the parties may
hereafter designate:
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Pu
FontesiCity of Palm Springs
Augustine Dominguez Fontes
To Seller: 4488 E. Calle de Carlos
Palm Springs, CA 92264
Copy To:
To Buyer: The City of Palm Springs
3400 E. Tahquitz Canyon Way
Palm Springs, CA 92263
Copy To: Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue
Suite 1050
Irvine, CA 92612-1009
Attn: David J. Aleshire, Esq.
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Fontes/City of Palm Springs
13.5 Interpretation Governing Law.
This Agreement shall be construed according to its fair meaning and as if prepared by both
parties hereto. This Agreement shall be construed in accordance with the laws of the State of
California in effect at the time of the execution of this Agreement. Titles and captions are for
convenience only and shall not constitute a portion of this Agreement. As used in this Agreement,
masculine, feminine or neuter gender and the singular or plural number shall each be deemed to
include the others wherever and whenever the context so dictates.
13.6 Nn Waiver.
No delay or omission by either party hereto in exercising any right or power accruing upon
the compliance or failure of performance by the other party hereto under the provisions of this
Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by
either party hereto of a breach of any of the covenants, conditions or agreements hereof to be
performed by the other party shall not be construed as a waiver of any succeeding breach of the same
or other covenants, agreements, restrictions or conditions hereof.
13.7 Modifications.
Any alteration,change or modification of or to this Agreement, in order to become effective,
shall be made by written instrument or endorsement thereon and in each such instance executed on
behalf of each party hereto.
13.8 Severability.
If any term,provision,condition or covenant of this Agreement or the application thereof to
any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of
this instrument, or the application of such term, provisions, condition or covenant to persons or
circumstances other than those as to whom or which it is held invalid or unenforceable,shall not be
affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
119 )
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13.9 Merger of Prior Agreements and Understandings.
This Agreement and other documents incorporated herein by reference contain the entire
understanding between the parties relating to the transaction contemplated hereby and all prior to
contemporaneous agreements, understandings, representations and statements, oral or written, are
merged herein and shall be of no further force or effect.
13.10 No Withholding Because Non-Foreign Seller.
Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will
not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or an out-of-
state seller under California Revenue and Tax Code Section 18805 and that it will deliver to Buyer
on or before the Close of Escrow a non-foreign affidavit on Escrow Holder's standard form pursuant
to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a
California Form 590-RE.
13.11 Execution in Counterparts.
This Agreement may be executed in several counterparts, and all so executed shall constitute
one agreement binding on all parties hereto,notwithstanding that all parties are not signatories to the
original or the same counterpart.
13.12 Indemnification of Buyer Regarding Non-Executing Owners.
Seller warrants and represents to Buyer that all parties having any right,title,or interest in the
Property,except as may concern approved exceptions to title,and signatories to this Agreement,and
that no other parry has any claim to the Property. Each of the Seller signatory parties hereto holds
Buyer harmless and indemnifies Buyer against any and all claims by any other party to any right,
title, or interest to the interests in the Property conveyed hereunder,which indemnification liability
shall be joint and several among the Seller signatories hereto.
[END- SIGNATURE PAGE FOLLOWS]
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-16- Purchase Agreement
Fontes/City of Palm Springs
IN WITNESS WHEREOF,the parties hereto have executed this Agreement of Purchase and
Sale of Real Property and Escrow Instructions as of the date set forth above.
"SELLER" AUGUSTINE DOMINGUEZ FONTES, A
Single Man
"BUYER"
THE CITY OF PALM SPRINGS, A Municipal
Corporation
By: Its:
ATTEST:
City Clerk
APPROVED AS TO FORM:
BURKE, WILLIAMSON & SORENSEN, LLP
David J. Aleshire
Agency Counsel 1#918
Purchase Agr rncnt
Fontes/City of Palm springs
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
APN 690-073-005
LOT 6 OF AMENDED MAP OF VAL VISTA TRACT, AS SHOWN BY MAP ON FILE IN
BOOK 21 PAGE (S) 100, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
MINUTE ORDER NO.
APPROVING A PURCHASE/RELOCATION
PACKAGE FOR4888 E. CALLE DE CARLOS,
IN THE TOTAL AMOUNT OF $102,281.00,
PLUS CLOSING COSTS AND AUTHORIZING
EXECUTIVE DIRECTOR - AIRPORTS TO
EXECUTE ALL NECESSARY DOCUMENTS
TO COMPLETE THE ACQUISITION.
I HEREBY CERTIFY that this Minute Order, approving a purchase/relocation
package for 4888 E. Calle de Carlos, in the total amount of $102,281, plus
closing costs and authorizing Executive Director - Airports to execute all
necessary documents to complete the acquisition was hereby adopted by the
City Council of the City of Palm Springs, California, in a meeting thereof held
on the 611 day of March 2002.
PATRICIA A. SANDERS
City Clerk