HomeMy WebLinkAboutRtfy - C33040 - Acquistion - 43878 Portola Ave Contract No. C33040
CITY OF PALM DESERT
STAFF REPORT
REQUEST: RATIFY A PURCHASE AND SALE AGREEMENT AND RELATED
DOCUMENTS ASSOCIATED WITH THE ACQUISITION OF PROPERTY
KNOWN AS 43-878 PORTOLA AVENUE (APN 622-200-055-4)
SUBMITTED BY: Martin Alvarez, Director of Economic Development
DATE: September 27, 2013
CONTENTS: Purchase and Sale Agreement
Aerial Map
Recommendation:
By Minute Mation, that the City Council:
1. Ratify the City Manager's execution of a Purchase and Sale Agreement and
related documents associated with the acquisition of real property known as
43878 Portola Avenue (APN 622-200�55-�in the amount of $250,000, plus
up to $10,000 for tenant settlement agreements.
Funds are available in Account No. 400-4438-433-4001.
Backqround:
In 2007/2008, the former Redevelopment Agency (RDA) acquired three properties located on
the west side of Portola Avenue, north of Fred Waring Drive, also known as:
• 43915 Portola Avenue
• 43895 Portola Avenue
• 43845 Portola Avenue
The former RDA attempted to acquire a forth property located in the middle of these sites
(43878 Portola), but was unsuccessful. The three properties were acquired to facilitate the
future roadway widening of Portola Avenue and the installation of a free right turn lane onto
westbound Fred Waring Drive. These three parcels were included in the Successor Agency's
Long Range Property Management Plan, with a requested designation of governmental use. If
the Long Range Plan is approved, the acquisition of the fourth parcel will complete the
necessary right-of-way to widen the roadway.
Discussion:
City staff was recently informed by the property owner of 43878 Portola Avenue that the site
was for sale. Staff conducted an appraisal of the tri-plex property and the value was determined
Contract No. C33040
Staff Report
Acquisition of 43-878 Portola
Page 2 of 2
September 27, 2013
and the value was determined to be $250,000. With approval by the City Council, the City
Manager has negotiated and executed a purchase and sale agreement (see attached) and all
related documents. Escrow is scheduled to close at the end of October 2013. If the Long
Range Plan is approved and this parcel is acquired, the roadway widening project will be
feasible. The City has a reimbursement agreement with CVAG for reimbursement of 75% of the
project cost.
Therefore, staff recommends that the City Council ratify the City Manager's execution of a
purchase and sale agreement and all necessary documents relating to the acquisition of 43878
Portola Avenue in the amount of $250,000, plus up to $10,000 to execute three tenant
settlement agreements.
Submitted by: '
c1�Covlvcn.�oN
APPROVED D�D
� RECEIVED OTHER
M in Alvarez, _���
Director of Economic Development W1EET G DAT "
AYES. i� a� �!I%L
NOES:
AI3SEN'I:
ABSTAIN:
Paul S. ibson, Director of Finance yERIFIED BY: �
Original an File wtth City erk's Office
Approval:
n M. Wohlmuth, City Manager
G:\rda\Martin Alvarez\Property Acquisitions\Portola Ave\43878Portola-9-26-13.doc
PURCHASE AND SALE AGREEMENT AND ESCROW
INSTRUCTIONS BETWEEN JOSEPHINE V. GAUDIO,AS
TRUSTEE OF THE JOSEPHINE V. GAUDIO TRUST
ESTABLISHED NOVEMBER 20,2007 AND THE CITY OF
PALM DESERT
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is dated and entered into as of �6�lS� /`$' , 2013 (the"Effective
Date") by and between the City of Palm Desert, a municipal corporation("City" or`Buyer") and
Josephine V. Gaudio, as Trustee of The Josephine V. Gaudio Trust established November 20,
2007, by Josephine V. Gaudio,as Trustor("Seller"),and constitutes both an agreement to
purchase and sell real property between the parties, and the parties' escrow instructions directed
to z `'" '� �("Escrow Holder").
RECITALS
A. Seller is the record fee owner of that certain real property commonly known as
43878 Portola Avenue, Palm Desert, California, and identified as Riverside County Tax
Assessor's Pazcel Number 622-200-055-4, together with any buildings, structures, fixtures and
other improvements, if any, located thereon, and all of the interest of Seller in any and a11 rights
and appurtenances pertaining to such property, including any right, title and interest of Seller in
and to adjacent streets, alleys or rights-of-way(collectively "Property"). The Property is
approximately 6,970 squaze feet in size and is improved with a one-story tri-plex. The tri-plex
has two units that are approximately 810 square feet in size and one unit that is approximately
414 square feet in size. The Property is more particulazly described on Exhibit"A"hereto and
depicted on Exhibit"B"hereto. E�chibits"A"and"B" are each incorporated in this Agreement
by this reference.
B. On or about , Seller listed the Property for sale on the open market.
"�, , , .
t ' ' , Buyer made an offer to Seller to purchase the Property. Seller and Buyer
negotiated the purchase of the Property and have reached an agreement regarding Buyer's
purchase of the Property. Seller desires to sell the Property to Buyer and Buyer wishes to
purchase the Property. Seller desires to sell and Buyer desires to buy the Property on the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the above Recitals, which are incorporated
herein, the terms and conditions of this Agreement, and for other valuable consideration,the
receipt and sufficiency of which are hereby acknowledged, Buyer and Setler agree as follows:
1. Purchase and Sale. On the Close of Escrow(as defined in Section 2 below),
Seller agrees to sell the Property and Buyer agrees to purchase the Property from Seller, on the
terms and conditions set forth in this Agreement.
2. Onening and Close of Escrow. The parties hereby establish an escrow
("Escrow")to accommodate the transaction contemplated by this Agreement. For purposes of
this Agreement, Opening of Escrow shall mean the date on which Escrow Holder receives a
�'"
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certified copy of the fully executed Agreement from Buyer and Seller. Close of Escrow shall be
the date upon which the Grant Deed is delivered and recorded in the Official Records of
Riverside County. The Close of Escrow shall be on the date that is not later than the first
business day occurring 60 calendax days after the Effective Date of this Agreement, provided (1)
that all of Buyer's contingencies herein have been satisfied and(2) 5eller is able to have all
Tenants actually vacated from the Property. Before the Close of Escrow, all risk of loss and
damage to the Property from any source whatsoever shall be solely that of Seller.
3. Purchase Price and Additional Consideration.
a. Purchase Price. The total purchase price that Buyer will pay for the
Property is the sum of Two Hundred Fifty Thousand Dollars ($250,040.00) ("Purchase Price").
Within 10 calendar days of the Effective Date, Buyer shall deliver to Escrow Holder an earnest
money deposit in the amount of Ten Thousand Dollars($10,000.00) ("DeposiY')in the form of a
cashiers check, by a wire transfer, or other form acceptable to the Escrow Holder. At the
discretion of Buyer, the Deposit shall be placed in an interest-bearing bank account("Escrow
Account") and all interest accruing thereon(if any) shall increase and become part of the
Deposit. No attempt has been made to assign value to any lesser interest in the Property,
including any leasehold estate. The Purchase Price is,therefore,the total price that Buyer will
pay for the Property without distinction or separation for various interests that may be held in the
Property. Except as provided herein, Seller shall be responsible for any apportionment or
allocation of the Purchase Price if required for any separately held interests that may exist.
b. Additional Consideration. As additional consideration for Buyer's
purchase of the Property from Seller, Buyer agrees to pay up to Ten Thousand Dollars
($10,000.00) for the benefit of the tenants currently occupying Unit A, Unit B, and Unit C of the
Property to resolve any and all claims of said tenants in connection with the tenants' vacation of
the property and Buyer's purchase of the Property, including, but not limited to claims for
relocation benefits and early tertnination of the rental agreements.
4. Leases and Delivery of Proaertv Vacant at Ctose of Escrow.
a. Leases and Obligations of Seller Regarding Leases.
(i) Leases. Seller covenants that the following three leases are the
only leases or subleases affecting the Property: (i) Month-to-month rental agreement between
Seller and Randy Jodway for occupancy of Unit A; (ii) Rental Agreement between Seller and
Jose Martinez and Guadalupe Perez(co-signed by Rosa Lopez)that expires on February 14,
2014 for occupancy of Unit B; and(iii) Month-to-month rental agreement between Seller and
Michael McCombs for occupancy of Unit C. Randy Jodway, Rosa Lopez, Jose Martinez,
Guadalupe Perez, and Michael McCombs are referred to below collectively as the "Tenants".
(ii) Obligations o Seller Regarding Leases. Seller shall send to
Tenants any applicable notices of termination regarding the required vacation of their respective
Unit. Seller sha11 initiate efforts to negotiate the termination of the above leases/rental
agreements with the existing Tenants and the Tenants' vacation of the Property but cannot
guarantee the success or outcome of those negotiations.
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b. Delivery of Property Yacant at Close of Escrow. Seller shall exercise
reasonable efforts to cause the Property to be vacant five business days prior to the Close of
Escrow, but cannot guazantee the Tenants will have vacated the Property.
5. Title and Title Insurance. Upon the O enin of Escrow, Escrow Holder sha11
obtain and issue a preliminary title report from '�� �� � ��#� for the Property. Escrow Holder
shall also request twa copies each of all instruments identified as exceptions on said title
commitment. Upon receipt of the foregoing, Escrow Holder shall deliver these instruments and
the title commitment to Buyer and Seller. Buyer's title to the Property shall be insured at the
Close of Escrow by a CLTA Owner's Standard Coverage Policy of Title Insurance in the amount
of the Purchase Price (the "Policy"). The Policy provided for pursuant to this Section shall
insure Buyer's interest in the Property free and clear of all leases, subleases, liens,
encumbrances, restrictions, and rights-of-way of record, subject only to the following permitted
conditions of title("Permitted Title Exceptions"):
a. The applicable zoning, building and development regulations of any
municipality, county, state or federal jurisdiction affecting the Property; and
b. Except as otherwise provided herein, current property taxes, including
general and special taxes and assessments collected therewith;
c. The lien of supplemental taxes, if any, assessed pursuant to the provisions
of Chapter 3.5 (commencing with Section 75)of the Revenue and Taxation Code of the State of
California; and
d. Those non-monetary exceptions approved'by Buyer in writing within 15
business days after the date Buyer receives the title commitment and legible copies of all
instruments noted as exceptions therein. If Buyer unconditionally disapproves in writing any
such exceptions, Escrow shall thereupon terminate, all funds deposited therein shall be refunded
to Buyer(less Buyer's share of escrow cancellation chazges), and this Agreement shall have no
further force or effect. If Buyer conditionally disapproves in writing any such exceptions, then
Seller shall use Seller's best efforts to cause such exceptions to be removed by the Close of
Escrow. If such conditionally disapproved non-monetaty exceptions are not removed by the
Close of Escrow, Buyer may, at Buyer's option, either accept the Property subject to such
encumbrances by executing, acknowledging and depositing in Escrow a Certificate of
Acceptance in statutory form, or provide written notice that Buyer is terminating the Escrow and
receive a refund of all funds deposited into Escrow(less Buyer's share of escrow cancellation
charges), if any, and this Agreement shall thereupon be of no further force or effect. At the
Close of Escrow, Buyer's title to the Property shall be free and clear of all then existing
monetary encumbrances.
6. Deposit of Documents with Escrow bv Seller.
a. Grant Deed. Seller shall deposit with Escrow Holder within 15 business
days after the date this Agreement is fully executed by the parties,the Grant Deed granting to
City the Property("Grant Deed") duly executed and acknowledged by Seller. The form of the
Grant Deed is attached as Exhibit"C"to this Agreement and is incorporated in this Agreement
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by this reference. If all other contingencies have been met by Seller, Buyer shall execute,
acknowledge and deliver to Escrow a Certificate of Acceptance prior to recording. The form of
the Certificate of Acceptance is attached to the form of the Grant Deed.
b. Conveyance and Necessary Conveyance and Trust Documents to Effect
Transfer of Clear Title to the Property. Seller shall deposit with Escrow Holder within 15
business days after the date this Agreement is fully executed by the parties, any necessary
conveyance and/or trust documents to effect Seller's transfer to Buyer of fee simple title to the
Property.
c. Certification of Non-Foreign Status. Seller shall deliver to Escrow
Holder,prior to the Close of Escrow, a certification of Non-Foreign Status in accordance with
I.R.C. Section 1445 and a similar notice pursuant to California Revenue and Taxation Code
Sections 18805 and 26131.
d. Withholding Exemption Certificate. Seller sha11 deliver to Escrow Holder,
prior to the Close of Escrow, a Withholding Exemption Certificate 593-C as contemplated by
California Revenue and Taxation Code Section 18862.
e. All-Inclusive Settlement Agreements and General Releases. Seller shall
deliver, unless Seller is unable to do so because of circumstances beyond Seller's control,to
Escrow Holder the following executed original documents in substantially the forms atta.ched
hereto: (i)All-Inclusive Settlement Agreement and General Release executed by Seller and
Randy Jodway regazding all claims for damages or relocation benefits related to said tenant's
vacation of the Unit A and the City's Purchase of the Property(copy of which is attached as
Exhibit"D-1"hereto); (ii) All-Inclusive Settlement Agreement and General Release signed by
Seller and Rosa Lopez, Jose Martinez and Guadalupe Perez regazding all claims for damages or
relocation benefits related to said tenant's vacation of the Unit B and the City's Purchase of the
Property(copy of which is attached as Exhibit"D-2"hereto); and(iii)All-Inclusive Settlement
Agreement and General Release signed by Seller and Michael McCombs regarding all claims for
damages or relocation benefits related to said tenant's vacation of the IJnit C and the City's
Purchase of the Property (copy of which is attached as Exhibit"D-3"hereto).
f. Sedler's Estoppel Certificate. Seller shall, unless Seller is unable to do so
because of circumstances beyond Seller's control, deposit with Escrow Holder within 15
business days after the date this Agreement is fully executed by the parties, the executed original
of the Seller's Estoppel Certificate for the three rental agreements on the Property (as described
in Section 4.a.(i) above) in the form attached collectively as Eachibit"E"to this Agreement.
g. Tenant's Consent for the Right of Entry. Seller shall, unless Seller is
unable to do so because of circumstances beyond Seller's control, obtain in writing Tenants'
consent for the Right of Entry discussed in Section 9 below. The form of the Right of Entry is
attached as Exhibit"F"to this Agreement. Tenants' consent is attached as Exhibit"1"to the
form of the Right of Entry (Exhibit"F"hereto}.
h. Proof of Seller's Authorization. Such proof of Seller's authorization to
enter into this transaction as Escrow Holder may reasonably be required to issue the Policy.
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i. Certification of Trust. Seller shall deliver to Escrow the following items:
(i) A certification pursuant to Section 18100.5 of the California
Probate Code in a form satisfactory to Escrow Holder demonstrating that the current Acting
Successor Trustee is duly authorized to legally bind The Josephine V. Gaudio Trust established
November 20, 2007, by Josephine V. Gaudio, as Trustor; and
(ii) Copies of only those excerpts from the original trust documents
and amendments thereto that Escrow Holder may require, which designate the trustee and confer
upon the trustee the power to act in this transaction.
7. Authorization to Record Documents and Disburse Funds. Escrow Holder is
hereby authorized to record the documents and disburse the funds and documents called for
hereunder upon the Close of Escrow, provided each of the following conditions has then been
fulfilled:
a. Escrow Holder can issue in favor of Buyer the Policy, showing the
Property vested in Buyer subject only to the Permitted Title Exceptions. Escrow Holder shall
use the proceeds of the Purchase Price, unless separately deposited by Seller, to obtain a full
reconveyance of any monetary liens encumbering the Property so that the Property shall be free
and clear of any such monetary liens and encumbrances at the Close of Escrow;
b. Escrow Holder shall have received Buyer's written notice of approval or
satisfaction or waiver of all of the contingencies to its obligations, as provided herein at Section
12;
c. Seller shall have deposited in Escrow the documents described in Section
6; and
d. Buyer shall have deposited in escrow the executed and acknowledged
Certificate of Acceptance required by Section 6.a.
Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close
of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of
the Policy, including the Grant Deed.
8. Escrow Char�es and Prorations.
a. Buyer shall pay for the cost of the CLTA Owner's Standazd Coverage
Policy of Title Insurance, the Escrow fees and Escrow Holder's customary out-of-pocket
expenses for messenger services, long distance telephone, etc. Buyer shall pay for recording the
Grant Deed and any documentary or other local transfer taxes, and any other recording fees. If
the Escrow shall fail to close through no fault of either party, Buyer shall solely be responsible
for and pay all Escrow cancellation charges.
b. Taxes and assessments shall be apportioned and prorated with respect to
the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were
vested with title to the Property during the entire day upon which Close of Escrow occurs. If
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taxes and assessments for the current year have not been paid before the Close of Escrow, Seller
shall be charged at the Close of Escrow an amount equal to that portion of such taxes and
assessments that relates to the period before the Close of Escrow and Buyer shall pay the taxes
and assessments prior to their becoming delinquent. Any such apportionment made with respect
to a tax year for which the tax rate or assessed valuation, or both,have not yet been fixed shall be
based upon the tax rate andlor assessed valuation last fixed. To the extent that the actual taxes
and assessments for the current year differ from the amount apportioned at the Close of Escrow,
the parties shall make all necessary adjustments by appropriate payments between themselves
following the Close of Escrow. All delinquent taxes and assessments (and any penalties therein)
for periods prior to the Close of Escrow, if any, affecting the Property shall be paid by Seller.
c. All prorations shall be determined on the basis of a 365-day year.
9. Due Dili�ence Period and Access. During the period commencing on the
Effective Date and ending at 5:00 p.m. on the date that Buyer deposits with Escrow Holder and
serves Seller by first class mail with written notice that a11 environmental testing has been
completed at the Property, or, if no such notice is deposited and served,then at 5:00 p.m. on the
day that is the 45th day after the Effective Date (the "Due Diligence Period"), Buyer may, during
said 45 Day Due Diligence Period, inspect the Property as necessary to approve all zoning and �
land use matters relating to the Property and to ascertain the environmental condition of the real
property and all improvements on the real property, subject to execution by Seller and delivery to
Buyer of the Right of Entry Agreement,the form of which is attached as Exhibit"F"hereto.
Seller shall, to the extent feasible, obtain any necessary consents from the Tenants in connection
with the rights of Buyer pursuant to the Right of Entry. T'he form of the Tenant Consents is
attached as Exhibit"1"to the Right of Entry. Buyer and its consultants, agents, attorneys,
contractors, employees, and other representa.tives shall have the right to enter upon the Property
during the Due Diligence Period to perform all surveys, asbestos and lead testing, and any other
environmental tests, and to make other inspections and examinations of the Property and
improvements thereon, in accordance with the Right of Entry Agreement. Buyer may terminate
this Agreement, by written notice deposited with Escrow Holder and served by first-class mail
on Seller, prior to the end of the Due Diligence Period, in the event any matter relating to the
Property is not acceptable to Buyer, in its sole and absolute discretion. All Phase One
environmental reports and any other reports of tests done by or on behalf of Buyer during the
Due Diligence Period, shall be deposited with Escrow Holder and served by first class mail on
Seller prior to the end of the Due Diligence Period.
Buyer shall indemnify, defend, hold harmless and protect Seller from any Claims caused in
whole or in part, by Buyer's Entry on the Property; this Indemnity also is intended to cover Legal
Costs and Attorneys' Fees.
10. Warranties and Rearesentations of Seller. Seller hereby represents and
warrants to Buyer the following, it being expressly understood and agreed that all such
representations and warranties are to be true and correct as of the Close of Escrow and shall
survive the Close of Escrow:
a. Buyer acknowledges the Property is sold As Is, Where Is, Without any
Environmental Representations or Warranties of any kind, including ground contamination,
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Without any Representa.tions or Warranties concerning Compliance with the Americans with
Disabilities Act and any other Federal or State Law concerning Disability Access.
b. That Seller is the sole owner of the Property free and cleaz of all liens,
claims, encumbrances, easements, encroachments from adjacent properties, encroachments by
improvements or vegetation on the Property onto adjacent property, or rights of way of any
nature, other than those that may appeaz on the title commitment and exceptions. Seller sha11 not
further eneumber the Property or allow the Property to be further encumbered prior to the Close
of Escrow.
c. Neither this Agreement nor anything provided to be done hereunder,
including the transfer of the Property to Buyer, violates or shall violate any contract, agreement
or instn�ment to which Seller is a party, or which affects the Property, and the sale of the
Property herein contemplated does not require the consent of any.party not a signatory hereto.
d. There are no claims or liens presently claimed or which will be claimed
against the Property for which Seller has actual knowledge for work performed or commenced
by contractors, subcontractors, suppliers, engineers and/or architects and surveyors who might
have lien rights prior to the date of this Agreement.
e. Except for the rental agreements/leases discussed above in Section 4.a.(i),
there are no written or oral leases or contractual rights or options to rent, lease, purchase, or
otherwise enjoy possession, rights or interest of any nature in and to the Property, and no other
persons have any right of possession to the Property or any part thereof. Seller shall,to the
extent feasible, unless Seller is unable to do so because of circumstances beyond Seller's control,
deliver the Property vacant five business days before the Close of Escrow.
f. Seller has no actual knowledge of any pending, threatened or potential
litigation, action or proceeding against Seller or any other Party before any court or
administrative tribunal that is in any way related to the Property.
11. Full Pavment of All Obligations of Buver; Relocation Assistance.Removal of
Fixtures and Personal Propertv, and General Release.
a. It is understood and agreed between Seller and Buyer that the payment of
the Purchase Price to Seller, as set forth in this Agreement, represents an all-inclusive settlement
and is full and complete payment of compensation for the acquisition of the Property and
includes and satisfies any and all other payments, if any, that may be required by law to be paid
to Seller arising out of the acquisition of the Property, including without limitation relocation
assistance and benefits.
b. It is further understood that in consideration for the Purchase Price, Seller
shall take full responsibility to the extent feasible and permitted by Law, unless due to
circumstances beyond Seller's control, for moving all of its personal property, if any, from the
Property and that Seller shall deliver the Property in"broom clean" condition at the Close of
Escrow.
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c. Seller does not occupy the Property and Seller offered the Property for
sale on the open mazket. Pursuant to Government Code section 7277, Seller fully understands
that Buyer shall have no further obligation to Seller under any federal or state relocation laws or
regulations, including without limitation, the Uniform Relocation Assistance and Rea1 Property
Acquisition Policies Act of 1970 (42 U.S.C. 4601 et seq.), if applicable, or under Title 1,
Division 7, Chapter 1 of the Government Code of the State of California(Section 7260 et seq.),
or the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of
the California Code of Regulations).
d. This Agreement is a voluntary agreement and Seller, on behalf of Seller,
Seller's successors and assigns, hereby fully releases Buyer, its officials, counsel, employees,
and agents, from all claims and causes of action by reason of any damage that has been
sustained, or may be sustained, as a result of Buyer's efforts to acquire the Property or any
preliminary steps thereto except those referenced in Section 9 during the Due Diligence Period
and Indemnity Obligations.
12. Buver's Contin�encies. For the benefit of Buyer,the Closing of Escrow and the
Buyer's obligation to consummate the purchase of the Property shall be contingent upon and
subject to the occurrence of all of the following(or Buyer's written waiver thereof, it being
agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow:
a. That as of the Close of Escrow the representations and warranties of 5eller
contained in this Agreement are all true and correct.
b. The delivery of the Property vacant on the Close of Escrow.
c. The delivery of all documents pursuant to and subject to the terms
specified in Section 6 hereof.
d. Escrow Holder's commitment to issue in favor of Buyer of a CLTA
Standard Coverage Owner's Policy of Title Insurance with liability equal to the Purchase Price
showing Buyer's interest in the Property, subject only to the Permitted Title Exceptions.
e. Buyer's written approval during the 45 Day Due Diligence Period of any
environmental site assessment, soils or geological reports, or other physical inspections of the
Property or the underlying real property that Buyer might perform prior to the Close of Escrow.
f. Seller's delivery to Escrow of a Certificate of Non-Foreign Status in
accordance with I.R.C. Section 1445 and a similar notice pursuant to Cal. Revenue and Taxation
Code Sections 18805 and 26131.
13. Default. In the event of a breach or default under this Agreement by either Seller
or Buyer,the non-defaulting party shall have the right to terminate this Agreement and the
Escrow for the purchase and sale of the Property by delivering written notice thereof to the
defaulting party and to Escrow Holder, and if Buyer is the non-defaulting party, Buyer shall
thereupon promptly receive a refund of the Deposit less Escrow Cancellation Costs. Such
termination of the Escrow by a non-defaulting party shall be without prejudice to the non-
defaulting party's rights and remedies against the defaulting party at law or equity. IF BUYER
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FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED
BY REASON OF ANY DEFAULT OF BUYER, IT IS AGREED THAT THE $10,000.00
DEPOSIT SHALL BE NON-REFUNDABLE AND SELLER SHALL BE ENTITLED TO
SUCH DEPOSIT,WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS
LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER'S SOLE AND
EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A
REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. BUYER AND SELLER AGREE
THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT
WHAT MONETARY DAMAGES SELLER WOULD S�JFFER UPON BUYER'S FAILURE
TO COMPLETE ITS PURCHASE OF THE PROPERTY. BUYER DESIRES TO LIMIT THE
MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND
BUYER AND SELLER DESIRES TO AVOID THE COSTS AND DELAYS IT WOULD
INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES OR
OTHERWISE ENFORCE SELLER'S RIGHTS. IF FURTHER INSTRUCTIONS ARE
REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS
PARAGRAPH, BUYER AND SELLER AGREE TO EXECUTE THE SAME. THE PARTIES
ACKNOWLEDGE THIS PROVISION BY PLACING E INITIALS BELOW:
Seller's In' ials Buye s nitials
14. Notices. All notices and demands will be given in writing by certified mail,
postage prepaid, and return receipt requested, or by personal delivery. Notices will be � `,,
considered given upon the earlier of(a)personal delivery, (b)two business days following
deposit in the United States mail,postage prepaid, certified or registered, return receipt
requested, or(c)one business day following deposit with an overnight carrier service. A copy of
all notices will be sent to Escrow Holder. The parties will address such notices as provided
below for the respective party; provided that if any party gives notice in writing of a change of
name or address, notices to such party will thereafter be given as demanded in that notice:
BUYER: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn: John M. Wohlmuth, City Manager
Phone: (760) 346-0611
Fax: (760) 341-6372
COPY TO: Richazds, Watson& Gershon
1 Civic Center Circle
Post Office Box 1059
Brea, California 92822-1059
Attn: Paula Gutierrez Baeza
Phone: (714) 990-0901
Fax: (714) 990-6230
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SELLER: Josephine V. Gaudio, Trustee
Jacqueline Smith, Successor Trustee
Josephine V. Gaudio Trust established November 20, 2007
By Josephine V. Gaudio, as Trustor
[Address]
O
�',�f� N�;� I��GY7
COPY TO: Jacqueline Smith, Successor Trustee
c/o Charles A. Mollis, Esq.
Mollis& Mollis, Inc., Lawyers
4621 Teller Avenue, Suite 200
Newport Beach, CA 92660
Phone: (949) 222-0736
Fax: (949) 955-0252
ESCROW �R,�, , ,���� �� ��,���;,�I
��1��, � ,�,
�' ���-
HOLDER: �`
15. Broker's Commissions. Seller shall pay all claims of brokers, agents or finders,
licensed or unlicensed, and all claims of real estate or other consultants which exist or may arise
as a result of Seller's actions with respect to the Property. Buyer shall not be liable for any such
fees or claims and Seller shall indemnify Buyer, its officers, employees and agents, from any and
all costs, liabilities or judgments, including attorneys' fees, incurred in defending or paying any
such claim for Broker's Commissions.
16. Miscellaneous.
a. Amendments. Any amendments to this Agreement will be effective only
when duly executed by both Buyer and Seller and deposited with Escrow Holder.
b. Further Instructions. Each party agrees to execute such other and further
escrow instructions as may be necessary or proper in order to consummate the transaction
contemplated by this Agreement.
c. Applicable Law. This Agreement will be construed and interpreted under,
and governed and enforced according to the laws of the State of California.
d. Entire Agreement. This Agreement supersedes any prior agreement, oral
or written, and together with the Exhibits hereto and any agreements delivered pursuant hereto,
contains the entire agreement between Buyer and Seller on the subject matter of this Agreement.
No subsequent agreement, representation or promise made by either party hereto, or by or to any
employee, officer, agent or representative of either party, will be of any effect unless it is in
writing and executed by the party to be bound thereby. No person is authorized to make, and by
-10-
execution hereof Seller and Buyer acknowledge that no person has made, any representation,
warranty, guaranty or promise except as set forth herein; and no such agreement, statement,
representation or promise that is not contained herein will be valid or binding on Seller or Buyer.
e. Successors and Assigns. This Agreement will be binding upon and inure
to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto.
f. Time of Essence. The parties acknowledge that time is of the essence in
this Agreement, notwithstanding anything to the contrary in the Escrow Holder's general Escrow
instructions.
g. Counterparts and Facsimile and Electronic Signatures. This Agreement
may be executed simultaneously in one or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. For purposes of
this Agreement, facsimile and electronic signatures will be deemed to be original signatures.
h. Remedies Not Exclusive and Waivers. No remedy conferred by any of the
specific provisions of this Agreement is intended to be exclusive of any other remedy and each
and every remedy will be cumulative and will be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The
election of any one or more remedies will not constitute a waiver of the right to pursue other
available remedies.
i. Interpretation and Construction. Each party has reviewed this Agreement
and that each has had the opportunity to have its respective counsel and real estate advisors
review and revise this Agreement and that any rule of construction to the effect that ambiguities
are to be resolved against the drafting party will not apply in the interpretation of this Agreement
or any amendments or E�ibits thereto. In this Agreement the neuter gender includes the
feminine and masculine, and singulaz number includes the plural, and the words "person" and
"party" include corporation, partnership, firm, trust, or association wherever the context so
requires. The recitals and captions of the Sections and Subsections of this Agreement are for
convenience and reference only, and the words contained therein will in no way be held to
explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of
this Agreement.
j. Attorneys'Fees. If either party hereto incurs attorneys' fees in order to
enforce, defend or interpret any of the terms,provisions or conditions of this Agreement or
because of a breach of this Agreement by the other party, the prevailing party, whether by suit,
negotiation, arbitration or settlement will be entitled to recover reasonable attorneys' fees from
the other party.
k. Severabiliry. If any part, term or provision of this Agreement is held by a
court of competent jurisdiction to be illegal or in conflict with any law, the validity of the
remaining provisions will not be affected, and the rights and obligations of the parties will be
construed and enforced as if this Agreement did not contain the particular part, term or provision
held to be invalid.
-11-
l. Exhibits. The exhibits and schedules attached hereto are incorporated in
this Agreement by reference herein.
m. Joint and Several Obligations. The obligations of the Seller under this
Agreement shall be confined to the Josephine V. Gaudio Trust established November 20, 2007,
and not to any individual or Successor Trustee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
SELLER:
Josephine V. Gaudio,As Trustee of the
Josephine V. Gaudio Trust Established November 20,
2007, by Josephine V. Gaudio,as Trustor
By:
�
Title:
BUYER:
City of Palm Desert, a municipal corporation
B
ohn M. Wohlmuth, City Manager
ATTEST:
Ra helle Klassen, City lerk
-12- 1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of �`�/�2�5�f�
On ��G �c't` .�3 before me, �,��'�Lq�� _ NdiA(L`� P�A,u� ,
Date 1 Here I sert Name and Tit of the Officer
personally appeared j o1-4-� ��1• ���..u.`T�1-
J Name(s)ot Signer(s)
,
who proved to me on the basis of satisfactory evidence to
be the person(�s,� whose name(s� is�er�subscribed to the
within instrument and acknowtedged to me that
he/shefthey executed the same in his/I�eN#�ieir authorized
capacity(ies�, and that by his/t� signature(s� on the
instrument the person(s�, or the entity upon behalf of
which the person(s� acted, executed the instrument.
� RACHtLLE 0.KIASSEN I certify under PENALTY OF PERJURY under the laws
Commi:sion�r 2024884 of the State of California that the foregoing paragraph is
-. Notary Public-Californi� true and correct.
RiwniM CouMy �
Comm.Ex ires Jun 13,2017
WITNESS my hand and icial seal.
Signature
Place Notary Seal Above Signature of otary u ic
OPT/ONAL
Though the information below is not required by/aw, it may prove va/uable to persons re/ying on the document
and cou/d prevent iraudulent remova/and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: � .�.�G�t�+i��T���' L��� , •� �s��
...}"�Pt1�n16 . 91 (
Document Date: ���'�2=�3 Number of Pages: ���--�
Signer(s) Other Than Named Above: �'j .��s.�i n(�i1-{�
Capacity(ies) Claimed by Signer(s)
Signer's Name:�� � .W�� Signer Name:
❑ Individual ❑ Individu
❑ Corporate Officer—Title(s): ❑Corporate ' er—Title(s):
❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Li ' d ❑ General
❑ Attorney in Fact • '. �Attorney in Fact • '
❑ Trustee op of thumb here �Trustee Top ot thumb here
❑ Guardian or Conservator ❑Guardian or Conservator
�l Other:�_�'i'J��T, ❑Other:
Signer Is Representing: Signer Is Representing:
P�►���-�-r
m 2007 National Notary Associadon•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NadonalNotary.org Item#5907 Reorder:Call Toll-Free 1-800-876-6827
EXHIBIT"A"
Legal Description Of The Property
THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF RIVERSIDE,
� STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
LOT 69, PALMA VILLAGE UNIT 10, IN THE CITY OF PALM DESERT, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 22,
PAGE 17 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ASSESSOR'S PARCEL NUMBER: 622-200-055-4
EXHIBIT "B"
Depiction of The Property
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�o�p;D�� 43-878 Portola Ave
��� AP N: 622-200-055
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��0�`'A�o `2013 v'iu�ive�Y MAP
Exhibit"C"
Form of Grant Deed
RECORDING REQUESTED BY:
City of Palm Desert,a municipal corporation
AND WHEN RECORDED RETURN TO:
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert,California 92260
Attn.: Rachelle Klassen,City Clerk
[SPACE ABOVE FOR RECORDER'S USE ONLY]
APN[X]All of APN 622-200-055-4
Transfer Tax: $0.00
This transfer is for the benefit of the City of Palm Desert and is exempt from Recording Fees(Govt. Code §
27383),Filing Fees(Govt. Code §6103),and Documentary Transfer Tax(Rev.&Tax. Code § 11922).
GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
JOSEPHINE V. GAUDIO,AS TRUSTEE OF THE JOSEPHINE V. GAUDIO TRUST
ESTABLISHED NOVEMBER 20,2007, BY JOSEPHINE V. GAUDIO,AS TRUSTOR
("Grantor") hereby grants in fee to CITY OF PALM DESERT, a municipal corporation, that
certain real property("Property") located in the City of Palm Desert, County of Riverside, State
. of California, more particularly described on"E�ibit A"and depicted on Exhibit"B", which are
attached hereto and incorporated herein by reference. The Property is commonly known as
43878 Portola Avenue, Palm Desert, California.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set
forth below.
Dated: , 2013
GRANTOR
JOSEPHINE V. GAUDIO,AS TRUSTEE OF
THE JOSEPHINE V. GAUDIO TRUST
ESTABLISHED NOVEMBER 20,2007,BY
JOSEPHINE V. GAUDIO,AS TRUSTOR
By:
Title:
STATE OF CALIFORNIA }ss.
COUNTY OF }
On , before me, , a
notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or the entity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(This area for official notarial seal)
C-2
Error!Unknown document property name.
EXHIBIT "A"
Legal Description Of The Property
THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
LOT 69, PALMA VILLAGE UNIT 10, IN THE CITY OF PALM DESERT, COiJNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 22,
PAGE 17 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. .
ASSESSOR'S PARCEL NUMBER: 622-200-055-4
c-3
Error!Unknown document property name.
EXHIBIT "B"
Depiction of The Property
c-4
Error!Unknown document property name.
Exhibit"C"
Form of Grant Deed
CERTIFICATE OF ACCEPTANCE
(APN 622-200-055-4)
This is to certify that the fee interest in that certain real property commonly known as
43878 Portola Avenue, Palm Desert, which is conveyed by the attached Grant Deed from
Josephine V. Gaudio, As Trustee of the Josephine V. Gaudio Trust Established November 20,
2007, by Josephine V. Gaudio, as Trustor, is hereby accepted by the undersigned officer or agent
on behalf of the CITY OF PALM DESERT, a public body, corporate and politic,pursuant to the
authority conferred by the City Council on July 11, 2013, and the Grantee consents to the
recordation thereof by its duly authorized officer.
CITY OF PALM DESERT, a municipal
corporation
Dated: By:
John M. Wohlmuth, City Manager
ATTEST:
By:
Rachelle Klassen, City Clerk
STATE OF CALIFORNIA }ss.
COUNTY OF }
On , before me, , a
notary public, personally appeared who
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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(This area for official notarial seal)
Exhibit"D-1"
ALL-INCLUSIVE SETTLEMENT AGREEMENT AND GENERAL RELEASE
This All-Inclusive Settlement Agreement and General Release("Settlement Agreement")
is made and entered into on ,2013, by and between the City of Palm
Desert, a municipal corporation("City"), Josephine V. Gaudio, as Trustee of The Josephine V.
Gaudio Trust established November 20, 2007, by Josephine V. Gaudio, as Trustor("Owner"),
and Randy Jodway("Tenant").
RECITALS
A. The Josephine Gaudio Trust is the record fee owner of that certain real property
commonly known as 43878 Portola Avenue, Palm Desert, California, and identified as Riverside
County Assessor's Parcel Number 622-200-055-4 (the"Property"),
B. Tenant occupies Unit A of the Property under a written month-to-month rental
agreement("lease") between Tenant and Owner.
C. On or about��2013, Owner listed the Property for sale on the o en market.
P
D. The City made an offer to purchase the Property. The City and Owner negotiated
the City's purchase of the Property and Owner has accepted the City's offer. The City and
Owner contemplate entering into a Purchase and Sale Agreement and Joint Escrow Instructions
("Purchase Agreement") for the City's purchase of the Property. Here, the City seeks to acquire
the Property that the Owner listed for sale on the open market: The City has no specific project
at this time for which it seeks to acquire the Property.
E. Owner has provided to Tenant written notice required to terminate the lease.
Pursuant to the written notice to terminate the lease, Tenant will vacate the Property on or before
F. Pursuant to the Purchase Agreement, Owner has agreed to deliver the Property
vacant five business days before the Close of Escrow(as defined in the Purchase Agreement).
G. Pursuant to State and Federal law and regulations promulgated thereunder, certain
persons and/or entities displaced as a result of a public project are entitled to relocation
assistance and benefits. The City has provided to Tenant information regarding relocation
assistance and benefits to which displaced persons are entitled pursuant to Government Code
Section 7260 (California Relocation Law) and Chapter 6 of Title 25 of the California Code of
Regulations (California Relocation Guidelines).
H. The City, Owner and Tenant wish to enter into this Settlement Agreement and
General Release regarding all claims for damages and relocation benefits related to the City's
purchase of the Property from Owner and Tenant's vacation of the Property.
AGREEMENT
1. Tenant, Owner and the City agree that the Recitals discussed above are
incorporated herein as if set forth in fulL
2. This Settlement Agreement is intended by the parties to be an all-inclusive
settlement of any and all claims of Tenant in connection with the City's purchase of the Property
and Tenant's vacation of the Property, including, but not limited to, termination of the rental
agreement or other right to occupy the Property, claims concerning any monetary compensation
claimed by Tenant in connection with the City's acquisition of the Property, all matters relating
to rent including, without limitation, pre-paid rent, cleaning deposits, and any offsets to rent that
Tenant.may claim against Owner or the City that may subject the Owner or the City to claims for
damages due to breach or any other circumstance, bonus lease value and/or leasehold interest
claims,pre-condemnation damages, relocation benefits and assistance, any relocation claims
submitted and not paid, moving costs and expenses;and all other claims or losses relating to or
arising out of the City's acquisition of the Property.
3. Tenant's Surrender of Propertv. Tenant shall surrender and vacate the Property
on or before , 2013 ("Move Date"). Tenant shall provide written notice to
Owner and the City informing them that Tenant has vacated Unit A of the Property. Tenant
agrees to remove all personal property,vehicles, equipment, supplies and debris belonging to
Tenant from the Property no later than the Move Date and to leave the Property in a"broom
clean" condition. Any of Tenant's personal property remaining on the Property after the Move
Date shall belong to Owner and may be disposed of in the Owner' sole discretion without further
notice to Tenant or any other person or entity and without liability to the Owner or the City.
4. Pavment of Total Comnensation. In full and complete settlement of all rent,just
compensation, damages, relocation, bonus lease value, rent, moving expenses, and goodwill
claims, including without limitation all claims and damages mentioned in Section 2, above, to
which Tenant is now, or may be entitled, in the future, Tenant shall receive the sum of$1,450
(One Thousand Four Hundred Fifty Dollars) ("Total Compensation")as an all-inclusive
settlement. The settlement amount is the total amount for all claims without distinction or
separation for vazious interests that may be held in the Property. Tenant shall be responsible for
any apportionment or allocation of the settlement amount if required for separately held interests
that may exist. Tenant agrees that all damages, goodwill,relocation, rent, moving expenses, and
all other claims are fully settled and Tenant hereby releases the Owner and the City from any
further claims for said benefits. The City shall issue a check payable to Randy Jodway.for the
sum of$725, which is one-half of the Total Compensation, within 15 calendar days after
approval of this Settlement Agreement by the City Council of the City of Palm Desert. The City
shall issue a check payable to Randy Jodway for the sum of$725 for the remaining one-half of
the Total Compensation within 15 days after the City has both received written notice from
Tenant that the Property has been vacated and the City has inspected the Property to verify the
vacation.
5. Securitv Deposit. Owner shall refund directly to Tenant any security deposit
pursuant to the terms of the lease between Owner and Tenant. The City shall not be responsible
for the payment of any security deposit to Tenant.
Page 2 of 7
1587263v3
6. Notices. All notices and demands will be given in writing by certified mail,
postage prepaid, and return receipt requested, or by personal delivery. Notices will be
considered given upon the earlier of(a)personal delivery, (b)two business days following
deposit in the United States mail, postage prepaid, certified or registered, return receipt
requested, or(c) one business day following deposit with an overnight carrier service. The
parties will address such notices as provided below for the respective party; provided that if any
party gives notice in writing of a change of name or address, notices to such party will thereafter
be given as demanded in that notice:
City's address: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Martin C. Alvarez
Director of Economic Development
Owner's address:
Tenant's address:
7. Warranties of Tenant. Tenant represents, warrants and covenants to Owner and to
the City, as of the effective date of this Settlement Agreement and as of the Move Date, the
. following:
a. No Proceedings. To the best of Tenant's knowledge, there are no legal
actions, suits, or other legal or administrative proceedings,pending or threatened against or
affecting Tenant's right to occupy the Property. Tenant has not received and is not aware of any
notice from any entity with respect to any current or future proceeding against, or basis for any
future proceeding against, or affecting Tenant's right to occupy the Property, or concerning any
existing or potential,past, present or future hazardous materials at the Property.
b. No Violation of Laws. Tenant represents and warrants that, to the best of
Tenant's knowledge, as of the date of this Settlement Agreement and as of the Move Date, the
Property is not in violation of any law, ordinance or regulation of any governmental�authority
relating to environmental conditions an, under or about the Property, including, but not limited
to, soil and groundwater conditions.
c. Clear Title. Tenant warrants that its leasehold or other right to occupy the
Property is free of liens and other encumbrances. No other person has the right to occupy the
Property. Tenant shall not encumber or permit encumbrance of the Property in any way nor
grant any property, contract or occupancy right relating to the Property.
Page 3 of 7
1587263v3
d. Contracts Relating to Property. Tenant hereby covenants, represents, and
warrants that at the Move Date, there will be no contracts, licenses, commitments, or
undertakings concerning maintenance, operation, or repair of the Property or equipment on the
Property, or the performance of services on the Property, including payment for such services
performed prior to the Move Date, or the use of the Property or any part of it, by which Owner or
the City would become obligated or liable to any person. If any person or entity makes a lawful
claim for payment for services performed prior to the Move Date, Tenant will be obligated to
pay or cause to be paid such claim prior to the Move Date, subject to Tenant's right to contest the
validity of such claim. If any such claim is made after the Move Date, Tenant shall indemnify,
defend, and hold Owner and the City harmless from any and all claims, demands, or liability.
e. No Default. Tenant hereby covenants, represents, and warrants that, to the
best of Tenant's knowledge and belief, Tenant has received no notice of any default under any
contract, transaction, agreement, encumbrance, or instrument pertaining to the Property, which
has remained uncured as of the date of this Settlement Agreement. The obligation to notify the
City of notices of default shall extend to the Move Date.
f. Payment of Current Rent. As of the date of this Agreement, Tenant has
fully paid rent through the month of
g. No Payment ofAdvance Rentals. Tenant has not paid any rentals in
advance.
� h. No Right to First Refusal or Option to Purchase the Property or Lease
Space in Addition to Unit A. Tenant has no right of first refusal or option to purchase the
Property or to lease space in addition to Unit A.
i. Indemnification. Tenant acknowledges and agrees that the City and
Owner will rely on the warranties set forth above in subsections a. through h. of Section 7. in
connection with the City's acquisition of the Property. Tenant agrees to indemnify, defend, and
hold the City and Owner harmless for breach of the warranties set forth above in subsections a.
through h. of Section 7.
8. Tenant's Release. Except for any breach of terms or conditions contained in this
Settlement Agreement, Tenant waives and forever releases Owner and the City, including their
respective successors, officers, employees, attorneys,agents, representatives and anyone else
acting on or for the Owner or the City's behalf, of and from any and all claims, demands, actions
or causes of action, liabilities or claims for further compensation, known or unknown, based
upon or arising in connection with the City's acquisition of the Property, including, but not
limited�to, termination of the rental agreement or other right to occupy the Property, claims
concerning any monetary compensation claimed by Tenant in connection with the City's
acquisition of the Property, all matters relating to rent including, without limitation, pre-paid
rent, cleaning deposits, and any offsets to rent that Tenant may claim against Owner or the City
that may subject the Owner or the City to claims for damages due to breach or any other
circumstance, bonus lease and/or leasehold interest claims,precondemnation damages,relocation
benefits and assistance, any relocation claims submitted and not paid, moving costs and
expenses, and all other claims or losses relating to or arising out of the City's acquisition of the
Page 4 of 7
1587263v3
Properiy, bonus lease value, moving expenses and relocation benefits and any all damages and
claims in connection with Tenant's vacation of Unit A of the Property. Tenant expressly waives
its rights, if any, under California Civil Code section 1542 as it may apply to the scope of
releases discussed in this Section 8. California Civil Code section 1542 provides:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his or favor at the time of
executing the release, which if known by him or her must have
materially affected his or settlement with the debtor."
Tenant's initials:
9. Miscellaneous Provisions.
a. Authority to Bind Parties and Execute Agreement. Tenant, Owner and the
City represent and warrant to one another that this Settlement Agreement constitutes a binding
obligation on each of them and that the person executing this Settlement Agreement on behalf of
each Party is authorized to execute the Settlement Agreement on behalf of the respective Party
and to bind it.
b. Governing Law. This Settlement Agreement is deemed to have been
prepazed by each of the Parties hereto, and any uncertainty or ambiguity herein shall not be
interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, shall be
interpreted according to the applicable rules of interpretation of contracts under the laws of the
State of California, and not the substantive law of another state or the United States or federal
common law. This Settlement Agreement shall be deemed to have been executed and delivered
within the State of California, and the rights and obligations of the Parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of California.
� c. Amendment or Modification. This may be modified or amended only by a
writing executed by all Parties to this Settlement Agreement.
d. Partial lnvalidity/Severability. Each provision of this Settlement
Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision
of this Settlement Agreement or the application of such provision to any person or circumstance
is, to any extent, deemed to be invalid or unenforceable, the remainder of this Settlement
Agreement, or the application of such provision to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected by such invalidity or
unenforceability, unless such provision or such application of such provision is essential to this
Settlement Agreement.
e. Successors-in-Interest and Assigns. This Settlement Agreement shall be
binding upon and shall inure to the benefit of the successors-in-interest and assigns of the Parties
hereto, and each of them.
� f. Legal Representation. The Parties, and each of them, acknowledge that in
connection with the negotiation and execution of this Settlement Agreement, they have each
Page 5 of 7
1587263v3
been represented by independent counsel of their own choosing and the Parties executed the
Settlement Agreement after review by such independent counsel, or, if they were not so
represented, said non-representation is and was the voluntary, intelligent and informed decision
and election of any of the Parties not so represented; and,prior to executing this Settlement
Agreement, each of the Parties has had an adequate opportunity to conduct an independent
investigation of all the facts and circumstances with respect to the matters which are the subject
of this Settlement Agreement
g. Counterparts, Facsimile & Electronic Signatures. This Settlement
Agreement may be executed in whole or in counterparts which together shall constitute the entire
Settlement Agreement. Facsimile or electronic signatures/counterparts to this Settlement
Agreement shall be effective as if the original signed counterpart were delivered.
h. Fees and Costs. Each of the Parties shall bear its own attorney's fees and
costs, including, but not limited to expert fees, incurred in connection with negotiating the
matters described in this Settlement Agreement. If suit should be brought for any sum due or the
enforcement or declaration of any right or obligation under this Settlement Agreement, by either
party, the prevailing party shall be entitled to all costs incurred in connection with such action,
including reasonable attorney's fees.
Date: , 2013 Tenant
Randy Jodway
By:
Date: , 2013 Owner
Josephine V. Gaudio,As Trustee of the
Josephine V. Gaudio Trust Established
November 20,2007, by Josephine V.
Gaudio, as Trustor
By:
Title:
Date: , 2013 City of Palm Desert, a municipal
corporation
By:
Page 6 of 7
1587263v3
� John Wohlmuth, City Manager
Attest:
Rachelle Klassen,City Clerk
Page 7 of 7
1587263v3
Exhibit"D-2"
ALL-INCLUSIVE SETTLEMENT AGREEMENT AND GENERAL RELEASE
This All-Inclusive Settlement Agreement and General Release ("Settlement Agreement")
is made and entered into on , 2013, by and between the City of Palm
Desert, a municipal corporation("City"), Josephine V. Gaudio, as Trustee of The Josephine V.
Gaudio Trust established November 20, 2007, by Josephine V. Gaudio, as Trustor("Owner"),
and Rosa Lopez, Jose Martinez, and Guadalupe Perez (collectively "Tenants").
RECITALS
A. The Josephine Gaudio Trust is the record fee owner of that certain real property
commonly known as 43878 Portola Avenue, Palm Desert, California, and identified as Riverside
County Assessor's Parcel Number 622-200-055-4 (the "Property"),
B. Tenants occupy Unit B of the Property under a written month-to-month rental
agreement ("lease")between Tenants and Owner.
C. On or about June 2013, Owner listed the Property for sale on the open market.
D. The City made an offer to purchase the Property. The City and Owner negotiated
the City's purchase of the Property and Owner has accepted the City's offer. The City and
Owner contemplate entering into a Purchase and Sale Agreement and Joint Escrow Instructions
("Purchase Agreement") for the City's purchase of the Property. Here, the City seeks to acquire
the Property that the Owner listed for sale on the open market. The City has no specific project
at this time for which it seeks to acquire the Property.
E. Owner has provided to Tenants written notice required to terminate the lease.
Pursuant to the written notice to terminate the lease, Tenants will vacate the Property on or
before
F. Pursuant to the Purchase Agreement, Owner has agreed to deliver the Property
vacant five business days before the Close of Escrow(as defined in the Purchase Agreement).
G. Pursuant to State and Federal law and regulations promulgated thereunder, certain
persons and/or entities displaced as a result of a public project aze entitled to relocation
assistance and benefits. The City has provided to Tenants information regarding relocation
assistance and benefits to which displaced persons are entitled pursuant to Government Code
Section 7260 (California Relocation Law) and Chapter 6 of Title 25 of the California Code of
Regulations (California Relocation Guidelines). The City, Owner and Tenants wish to enter into
this Settlement Agreement and General Release regarding all claims for damages and relocation
benefits related to the City's purchase of the Property from Owner and Tenants' vacation of the
Property
H. The City, Owner and Tenants wish to enter into this Settlement Agreement and
General Release regarding all claims for damages and relocation benefits related to the City's
purchase of the Property from Owner and Tenants' vacation of the Property.
AGREEMENT
1. Tenants, Owner and the City agree that the Recitals discussed above are
incorporated herein as if set forth in full.
2. This Settlement Agreement is intended by the parties to be an all-inclusive
settlement of any and all claims of Tenants in connection with the City's purchase of the
Property and Tenants' vacation of the Property, including but not limited to, termination of the
rental agreement or other right to occupy the Property, claims concerning any monetary
compensation claimed by Tenants in connection with the City's acquisition of the Property, all
matters relating to rent including, without limitation,pre-paid rent, security deposits, cleaning
deposits, and any offsets to rent that Tenants may claim against Owner or the City that may
subject the Owner or the City to claims for damages due to breach or any other circumstance,
bonus lease and/or leasehold interest claims, pre-condemnation damages, relocation benefits and
assistance, any relocation claims submitted and not paid, moving costs and expenses, and all
other claims or losses relating to or arising out of the City's acquisition of the Property.
3. Tenants' Surrender of Property. Tenants shall surrender and vacate the Property
on or before , 2013 ("Move Date"). Tenants shall provide written notice to
Owner and the City informing them that Tenants have vacated Unit B of the Property. Tenants
agree to remove all personal property, vehicles, equipment, supplies and debris belonging to
T�nants from the Property no later than the Move Date and to leave the Property in a"broom
clean" condition. Any of Tenants' personal property remaining on the Property after the Move
Date shall belong to Owner and may be disposed of in the Owner' sole discretion without further
notice to Tenants or any other person or entity and without liability to the Owner or the City.
4. Pavment of Total Compensation. In full and complete settlement of all rent,just
compensation, damages, relocation, bonus lease value, rent, moving expenses, and goodwill
claims, including without limitation all claims and damages mentioned in Section 2, above, to
which Tenants are now, or may be entitled, in the future, Tenants shall receive the surn of$3,000
(Three Thousand Dollazs) ("Total Compensation") as an all-inclusive settlement. The settlement
amount is the total amount for all claims without distinction or separation for vazious interests
that may be held in the Property. Tenants shall be responsible for any apportionment or
allocation of the settlement amount if required for separately held interests that may exist.
Tenants agree that all damages, goodwill, relocation, rent,moving expenses, and all other claims
are fully settled and Tenants hereby release the Owner and the City from any further claims for
said benefits. The City shall issue a check payable to Rosa Lopez, Jose Martinez, and Guadalupe
Perez for the sum of$1,500, which is one-half of the Total Compensation, within 15 calendar
days after approval of this Settlement Agreement by the City Council of the City of Palm Desert.
The City shall issue a check payable to Rosa Lopez, Jose Martinez, and Guadalupe Perez for the
sum of$1,500 for the remaining one-half of the Total Compensation within fifteen days after the
City has both received written notice from Tenants that the Property has been vacated and the
City has inspected the Property to verify the vacation.
Page 2 of 7
1588144�v2
5. Securitv Deposit. Owner shall refund directly to Tenants any security deposit
pursuarit to the terms of the lease between Owner and Tenants. The City shall not be responsible
for the payment of any security deposit to Tenants. •
6. Notices. All notices and demands will be given in writing by certified mail,
postage prepaid, and return receipt requested, or by personal delivery. Notices will be
considered given upon the eazlier of(a)personal delivery, (b)two business days following
deposit in the United States mail,postage prepaid, certified or registered, return receipt
requested, or(c) one business day following deposit with an overnight carrier service. The
parties will address such notices as provided below for the respective party; provided that if any
party gives notice in writing of a change of name or address, notices to such party will thereafter
be given as demanded in that notice:
City's address: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Martin C. Alvarez
Director of Economic Development
Owner's address:
Tenants' address:
7. Warranties of Tenants. Tenants represent, warrant and covenant to Owner and to
the City, as of the effective date of this Settlement Agreement and as of the Move Date, the
following:
a. No Proceedings. To the best of Tenants' knowledge, there are no legal
actions, suits, or other legal or administrative proceedings, pending or threatened against or
affecting Tenants' right to occupy the Property. Tenants have not received and are not aware of
any notice from any entity with respect to any current or future proceeding against, or basis for
any future proceeding against, or affecting Tenants' right to occupy the Property, or concerning
any existing or potential,past,present or future hazardous materials at the Property.
b. No Violation of Laws. Tenants represent and warrant that, to the best of
Tenants' knowledge, as of the date of this Settlement Agreement and as of the Move Date, the
Property is not in violation of any law, ordinance or regulation of any governmental authority
relating to environmental conditions on, under or about the Property, including, but not limited
to, soil and groundwater conditions.
Page 3 of 7
1588144v2
c. Clear Title. Tenants warrant that their leasehold or other right to occupy
the Property is free of liens and other encumbrances. No other person has the right to occupy the
Property. Tenants shall not encumber or permit encumbrance of the Property in any way nor
grant any property, contract or occupancy right relating to the Property.
d. Contracts Relating to Properry. Tenants hereby covenant, represent, and
warrant that at the Move Date,there will be no contracts, licenses, commitments, or undertakings
concerriing maintenance, operation, or repair of the Property or equipment on the Property, or the
performance of services on the Property, including payment for such services performed prior to
the Move Date, or the use of the Property or any part of it,by which Owner or the City would
become obligated or liable to any person. If any person or entity makes a lawful claim for
payment for services performed prior to the Move Date, Tenants will be obligated to pay or
cause to be paid such claim prior to the Move Date, subject to Tenants' right to contest the
validity of such claim. If any such claim is made after the Move Date, Tenants shall indemnify,
defend, and hold Owner and the City harmless from any and all claims, demands, or liability.
e. No Default. Tenants hereby covenant, represent, and warrant that, to the
best of Tenants' knowledge and belief, Tenants have received no notice of any default under any
contract, transaction, agreement, encumbrance, or instrument pertaining to the Property, which
has remained uncured as of the date of this Settlement Agreement. The obligation to notify the
City of notices of default shall extend to the Move Date.
f. Payment of Current Rent. As of the date of this Agreement, Tenants have
fully paid rent through the month of
g. No Payment ofAdvance Rentals. Tenants have not paid any rentals in
advance.
h. No Right to First Refusal or Option to Purchase the Property or Lease
Space in Addition to Unit B. Tenants have no right of first refusal or option to purchase the
Property or to lease space in addition to Unit B.
i. Indemnification. Tenants acknowledge and agree that the City and Owner
will rely on the warranties set forth above in subsections a. through h. of Section 7. in connection
with the City's acquisition of the Property. Tenants agree to indemnify, defend, and hold the
City and Owner harmless for breach of the warranties set forth above in subsections a. through h.
of Section 7.
8. Tenants' Release: Except for any breach of terms or conditions contained in this
Settlement Agreement, Tenants waive and forever release Owner and the City, including their
respective successors, officers, employees, attorneys, agents, representatives and anyone else
acting on or for the Owner or the City's behalf, of and from any and all claims, demands, actions
or causes of action, liabilities or claims for further compensation, known or unknown,based
upon or arising in connection with the City's acquisition of the Property, including, but not
limited to, termination of the rental agreement or other right to occupy the Property, claims
concerning any monetary compensation claimed by Tenants in connection with the City's
acquisition of the Property, all matters relating to rent including, without limitation,pre-paid
Page 4 of 7
1588144v2
rent, cleaning deposits, and any offsets to rent that Tenants may claim against Owner or the City
that may subject the Owner or the City to claims for damages due to breach or any other
circumstance, bonus lease and/or leasehold interest claims,pre-condemnation damages,
relocation benefits and assistance, any relocation claims submitted and not paid, moving costs
and expenses, and all other claims or losses relating to or arising out of the City's acquisition of
the Property, bonus lease value,moving expenses and relocation benefits and any all damages
and claims in connection with Tenants' vacation of Unit B of the Property. Tenants expressly
waive their rights, if any, under California Civil Code section 1542 as it may apply to the scope
of releases discussed in this Section 8. California Civil Code section 1542 provides:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his or favor at the time of
executing the release, which if known by him or her must have
materially affected his or settlement with the debtor."
Tenants' initials:
9. Miscellaneous Provisions.
a. Authority to Bind Parties and Execute Agreement. Tenants, Owner and
the City represent and warrant to one another that this Settlement Agreement constitutes a
binding obligation on each of them and that the person executing this Settlement Agreement on
behalf of each Party is authorized to execute the Settlement Agreement on behalf of the
respective Party and to bind it.
b. Governing Law. This Settlement Agreement is deemed to have been
prepared by each of the Parties hereto, and any uncertainty or ambiguity herein shall not be
interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, shall be
interpreted according to the applicable rules of interpretation of contracts under the laws of the
State of California, and not the substantive law of another state or the United States or federal
common law. This Settlement Agreement shall be deemed to have been executed and delivered
within the State of California, and the rights and obligations of the Parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of California.
c. Amendment or Modification. This may be modified or amended only by a
writing executed by all Parties to this Settlement Agreement.
d. Partial Invalidity/Severabiliry. Each provision of this Settlement
Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision
of this Settlement Agreement or the application of such provision to any person or circumstance
is, to any extent, deemed to be invalid or unenforceable, the remainder of this Settlement
Agreement, or the application of such provision to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected by such invalidity or
unenforceability, unless such provision or such application of such provision is essential to this
Settlement Agreement.
Page 5 of 7
1588144v2
e. Successors-in-lnterest and Assigns. This Settlement Agreement shall be
binding upon and shall inure to the benefit of the successors-in-interest and assigns of the Parties
hereto, and each of them.
f. Legal Representation. The Parties, and each of them, acknowledge that in
connection with the negotiation and execution of this Settlement Agreement, they have each
been represented by independent counsel of their own choosing and the Parties executed the
Settlement Agreement after review by such independent counsel, or, if they were not so
represented, said non-representation is and was the voluntary, intelligent and informed decision
and election of any of the Parties not so represented; and, prior to executing this Settlement
Agreement, each of the Parties has had an adequate opportunity to conduct an independent
investigation of all the facts and circumstances with respect to the matters which are the subject
of this Settlement Agreement
g. Counterparts, Facsimile & Electronic Signatures. This Settlement
Agreement may be executed in whole or in counterparts which together shall constitute the entire
Settlement Agreement. Facsimile or electronic signatures/counterparts to this Settlement
Agreement shall be effective as if the original signed counterpart were delivered.
h. Fees and Costs. Each of the Parties shall bear its own attorney's fees and
costs, including, but not limited to expert fees, incurred in connection with negotiating the
matters described in this Settlement Agreement. If suit should be brought for any sum due or the
enforcement or declaration of any right or obligation under this Settlement Agreement, by either
party, the prevailing party shall be entitled to all costs incurred in connection with such action,
including reasonable attorney's fees.
Tenants
Rosa Lopez,Jose Martinez, and Guadalupe
Perez
Date: , 2013 By:
Rosa Lopez (Co-signer)
Date: , 2013 By:
Jose Martinez (Tenant)
Date: , 2013 By:
Guadalupe Perez(Tenant)
Dated: , 2013 Owner
Josephine V. Gaudio,As Trustee of the
Josephine V. Gaudio Trust Established
November 20,2007, by Josephine V.
Page 6 of 7
1588144.v2
Gaudio, as Trustor
By:
Title:
Dated: , 2013 City of Palm Desert, a municipal
corporation
By:
John Wohlmuth, City Manager
Attest:
Rachelle Klassen, City Clerk
Page 7 of 7
1588144v2
Exhibit "D-3"
ALL-INCLUSIVE SETTLEMENT AGREEMENT AND GENERAL RELEASE
This All-Inclusive Settlement Agreement and General Release ("Settlement Agreement")
is made and entered into on , 2013, by and between the City of Palm
Desert, a municipal corporation("City"), Josephine V. Gaudio, as Trustee of The Josephine V.
Gaudio Trust established November 20, 2007, by Josephine V. Gaudio, as Trustor("Owner"),
and Michael McCombs ("Tenant").
RECITALS
A. The Josephine Gaudio Trust is the record fee owner of that certain real property
commonly known as 43878 Portola Avenue, Palm Desert, California, and identified as Riverside
County Assessor's Parcel Number 622-200-055-4 (the"Property"),
B. Tenant occupied Unit C of the Property under a written month-to-month rental
agreement ("lease")between Tenant and Owner.
C. On or about June 2013, Owner listed the Property for sale on the open market.
D. The City made an offer to purchase the Property. The City and Owner negotiated
the City's purchase of the Property and Owner has accepted the City's offer. The City and
Owner contemplate entering into a Purchase and Sale Agreement and Joint Escrow Instructions
("Purchase Agreement") for the City's purchase of the Property. Here, the City seeks to acquire
the Property that the Owner listed for sale on the open market. T'he City has no specific project
at this time for which it seeks to acquire the Property.
E. Owner has provided to Tenant written notice required to terminate the lease.
Pursuant to the written notice to terminate the lease, Tenant will vacate the Property on or before
F. Pursuant to the Purchase Agreement, Owner has agreed to deliver the Property
vacant five business days before the Close of Escrow(as defined in the Purchase Agreement).
G. Pursuant to State and Federal law and regulations promulgated thereunder, certain
persons andJor entities displaced as a result of a public project are entitled to relocation
assistarice and benefits. The City has provided to Tenant information regarding relocation
assistance and benefits to which displaced persons are entitled pursuant to Government Code
Section 7260 (California Relocation Law) and Chapter 6 of Title 25 of the California Code of
Regulations (California Relocation Guidelines).
H. The City, Owner and Tenant wish to enter into this Settlement Agreement and
General Release regarding all claims for damages and relocation benefits related to the City's
purchase of the Property from Owner and Tenant's vacation of the Property.
AGREEMENT
1. Tenant, Owner and the City agree that the Recitals discussed above are
incorparated herein as if set forth in full.
2. This Settlement Agreement is intended by the parties to be an all-inclusive
settlement of any and all claims of Tenant in connection with the City's purchase of the Property
and Tenant's vacation of the Property, including, but not limited to,termination of the rental
agreement or other right to occupy the Property, claims concerning any monetary compensation
claimed by Tenant in connection with the City's acquisition of the Property, a11 matters relating
to rent including,without limitation, pre-paid rent, cleaning deposits, and any offsets to rent that
Tenant�may claim against Owner or the City that may subject the Owner or the City to claims for
damages due to breach or any other circumstance, bonus lease value and/or leasehold interest
claims, pre-condemnation damages, relocation benefits and assistance, any relocation claims
submitted and not paid, moving costs and expenses, and all other claims or losses relating to or
arising out of the City's acquisition of the Property.
3. Tenant's Surrender of Propertv. Tenant sha11 surrender and vacate the Property
on or before , 2013 ("Move Date"). Tenant shall provide written notice to
Owner and the City informing them that Tenant has vacated Unit C of the Property. Tenant
agrees to remove all personal property, vehicles, equipment, supplies and debris belonging to
Tenant from the Property no later than the Move Date and to leave the Property in a"broom
clean"condition. Any of Tenant's personal property remaining on the Property after the Move
Date shall belong to Owner and may be disposed of in the Owner' sole discretion without further
notice to Tenant or any other person or entity and without liability to the Owner or the City.
4. Pavment of Total Comnensation. In full and complete settlement of all rent,just
compensation, damages, relocation, bonus lease value, rent, moving expenses, and goodwill
claims, including without limitation all claims and damages mentioned in Section 2, above, to
which Tenant is now, or may be entitled, in the future, Tenant shall receive the sum of$1,100
(One Thousand One Hundred Dollars) ("Total Compensation")as an all-inclusive settlement.
The settlement amount is the total amount for all claims without distinction or separation for
various interests that may be held in the Property. Tenant shall be responsible for any
apportionment or allocation of the settlement amount if required for separately held interests that
may exist. Tenant agrees that all damages, goodwill,relocation, rent, moving expenses, and all
other claims are fully settled and Tenant hereby releases the Owner and the City from any further
claims for said benefits. The City shall issue a check payable to Michael McCombs for the sum
of$550, which is one-half of the Total Compensation, within 15 calendar days after approval of
this Settlement Agreement by the City Council of the City of Palm Desert. The City shall issue a
check payable to Michael McCombs for the sum of$550 for the remaining one-half of the Total
Compensation within 15 days after the City has both received written notice from Tenant that the
Property has been vacated and the City has inspected the Property to verify the vacation.
�5. Security Deposit. Owner shall refund directly to Tenant any security deposit
pursuant to the terms of the lease between Owner and Tenant. The City shall not be responsible
for the payment of any security deposit to Tenant.
Page 2 of 7
1588164v2
6. Notices. All notices and demands will be given in writing by certified mail,
postage prepaid, and return receipt requested, or by personal delivery. Notices will be
considered given upon the eazlier of(a)personal delivery, (b) two business days following
deposit in the United States mail,postage prepaid, certified or registered, return receipt
requested, or(c) one business day following deposit with an overnight carrier service. The
parties will address such notices as provided below for the respective party; provided that if any
party gives notice in writing of a change of name or address, notices to such party will thereafter
be given as demanded in that notice:
City's address: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Martin C. Alvazez
Director of Economic Development
Owner's address:
Tenant's address:
7. Warranties of Tenant. Tenant represents, warrants and covenants to Owner and to
the City, as of the effective date of this Settlement Agreement and as of the Move Date, the
following:
a. No Proceedings. To the best of Tenant's knowledge, there are no legal
actions, suits, or other legal or administrative proceedings, pending or threatened against or
affecting Tenant's right to occupy the Property. Tenant has not received and is not aware of any
notice from any entity with respect to any current or future proceeding against, or basis for any
future proceeding against, or affecting Tenant's right to occupy the Property, or concerning any
existing or potential,past, present or future hazardous materials at the Property.
b. No Violation of Laws. Tenant represents and warrants that, to the best of
Tenant's knowledge, as of the date of this Settlement Agreement and as of the Move Date, the
Property is not in violation of any law, ordinance or regulation of any governmental authority
relating to environmental conditions on, under or about the Property, including, but not limited
to, soil and groundwater conditions.
c. Clear Title. Tenant warrants that its leasehold or other right to occupy the
Property is free of liens and other encumbrances. No other person has the right to occupy the
Property. Tenant shall not encumber or permit encumbrance of the Property in any way nor
grant any property, contract or oecupancy right relating to the Property.
Page 3 of 7
1588164v2
d. Tenant hereby covenants, represents, and warrants that at the Move Date,
there will be no contracts, licenses, commitments, or undertakings concerning maintenance,
operation, or repair of the Property or equipment on the Property, or the performance of services
on the Property, including payment for such services performed prior to the Move Date, or the
use of the Property or any part of it,by which Owner or the City would become obligated or
liable to any person. If any person or entity makes a lawful claim for payment for services �
performed prior to the Move Date, Tenant will be obligated to pay or cause to be paid such claim
prior to the Move Date, subject to Tenant's right to contest the validity of such claim. If any
such claim is made after the Move Date, Tenant shall indemnify, defend, and hold Owner and
the City harmless from any and all claims, demands,or liability.
e. No Default. Tenant hereby covenants, represents, and warrants that, to the
best of Tenant's knowledge and belief, Tenant has received no notice of any default under any
contract, transaction, agreement, encumbrance, or instrument pertaining to the Property, which
has remained uncured as of the date of this Settlement Agreement. The obligation to notify the
City of notices of default shall extend to the Move Date.
f. Payment of Current Rent. As of the date of this Agreement, Tenant has
fully paid rent through the month of
g. No Payment of Advance Rentals. Tenant has not paid any rentals in
advance.
h. No Right to First Refusal or Option to Purchase the Property or Lease
Space in Addition to Unit C. Tenant has no right of first refusal or option to purchase the
Property or to lease space in addition to Unit C.
i. Indemnification. Tenant acknowledges and agrees that the City and
Owner will rely on the warranties set forth above in subsections a. through h. of Section 7. in
connection with the City's acquisition of the Property. Tenant agrees to indemnify, defend, and
hold the City and Owner harmless for breach of the warranties set forth above in subsections a.
through h. of Section '7.
S. Tenant's Release. Except for any breach of terms or conditions contained in this
Settlement Agreement, Tenant waives and forever releases Owner and the City, including their
respective successors, officers, employees, attorneys, agents, representatives and anyone else
acting on or for the Owner or the City's behalf, of and from any and all claims, demands, actions
or causes of action, liabilities or claims for further compensation, known or unknown, based
upon or arising in connection with the City's acquisition of the Property, including, but not
limited to, termination of the rental agreement or other right to occupy the Property, claims
concerning any monetary compensation claimed by Tenant in connection with the City's
acquisition of the Property, all matters relating to rent including, without limitation,pre-paid
rent, cleaning deposits, and any offsets to rent that Tenant may claim against Owner or the City
that may subject the Owner or the City to claims for damages due to breach or any other
circumstance, bonus lease and/or leasehold interest claims,precondemnation damages,relocation
benefits and assistance, any relocation claims submitted and not paid, moving costs and
expenses, and all other claims or losses relating to or arising out of the City's acquisition of the
Page 4 of 7
1588164v2
Property, bonus lease value, moving expenses and relocation benefits and any all damages and
claims in connection with Tenant's vacation of Unit C of the Property. Tenant expressly waives
its rights, if any, under California Civil Code section 1542 as it may apply to the scope of
releases discussed in this Section 8. California Civil Code section 1542 provides:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his or favor at the time of
executing the release, which if known by him or her must have
materially affected his or settlement with the debtar."
Tenant's initials:
.9. Miscellaneous Provisions.
a. Authoriry to Bind Parties and Execute Agreement. Tenant, Owner and the
City represent and warrant to one another that this Settlement Agreement constitutes a binding
obligation on each of them and that the person executing this Settlement Agreement on behalf of
each Party is authorized to execute the Settlement Agreement on behalf of the respective Party
and to bind it.
b. Governing Law. This Settlement Agreement is deemed to have been
prepared by each of the Parties hereto, and any uncertainty or ambiguity herein sha11 not be
interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, sha11 be
interpreted according to the applicable rules of interpretation of contracts under the laws of the
State of California, and not the substantive law of another state or the United States or federal
common law. This Settlement Agreement shall be deemed to have been executed and delivered
within the State of California, and the rights and obligations of the Parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of California.
c. Amendment or Modification. This may be modified or amended only by a
writing executed by all Parties to this Settlement Agreement.
d. Partial Invalidity/Severabiliry. Each provision of this Settlement
Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision
of this Settlement Agreement or the application of such provision to any person or circumstance
is, to any extent, deemed to be invalid or unenforceable, the remainder of this Settlement
Agreement, or the application of such provision to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected by such invalidity or
unenforceability, unless such provision or such application of such provision is essential to this
Settlement Agreement.
e. Successors-in-Interest and Assigns. This Settlement Agreement shall be
binding upon and shall inure to the benefit of the successors-in-interest and assigns of the Parties
hereto, and each of them.
� f. Legal Representation. The Parties, and each of them, acknowledge that in
connection with the negotiation and execution of this Settlement Agreement, they have each
Page 5 of 7
1588164v2
been represented by independent counsel of their own choosing and the Parties executed the
Settlement Agreement after review by such independent counsel, or, if they were not so
represented, said non-representation is and was the voluntary, intelligent and informed decision
and election of any of the Parties not so represented; and,prior to executing this Settlement
Agreement, each of the Parties has had an adequate opportunity to conduct an independent
investigation of all the facts and circumstances with respect to the matters which are the subject
of this Settlement Agreement
g. Counterparts, Facsimile & Electronic Signatures. This Settlement
Agreement may be executed in whole or in counterparts which together shall constitute the entire
Settlement Agreement. Facsimile or electronic signatures/counterparts to this Settlement
Agreement shall be effective as if the original signed counterpart were delivered.
h. Fees and Costs. Each of the Parties shall bear its own attorney's fees and
costs, including, but not limited to expert fees, incurred in connection with negotiating the
matters described in this Settlement Agreement. If suit should be brought for any sum due or the
enforcement or declaration of any right or obligation under this Settlement Agreement, by either
party, the prevailing party shall be entitled to all costs incurred in connection with such action,
including reasonable attorney's fees.
Date: , 2013 Tenant
Michael McCombs
By:
Date: , 2013 Owner
Josephine V. Gaudio,As Trustee of the
Josephine V. Gaudio Trust Established
November 20,2007, by Josephine V.
Gaudio, as Trustor
By:
Title:
Page 6 of 7
1588164.�2
Date: , 2013 City of Palm Desert, a municipal
corporation
By:
John Wohlmuth, City Manager
Attest:
Rachelle Klassen, City Clerk
Page 7 of 7
1588164v2
Ezhibit"E"
SELLER'S ESTOPPEL
August_, 2013
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention: Mr. Martin Alvarez
Re: Various Leases by and between Josephine V. Gaudio, as Trustee of The Josephine V.
Gaudio Trust established November 20, 2007, by Josephine V. Gaudio, as Trustor
("Seller"), and Various Tenants ("Tenants"), for those premises located at 43878 Portola
Avenue, Palm Desert, California, and identified as Riverside County Tax Assessor's
Parcel Number 622-200-055-4, and as described in Schedule A attached hereto
("Schedule A") (the"Leases").
To City of Palm Desert:
The Seller and the City of Palm Desert ("City") are arties to that certain Purchase and
Sale Agreement and Escrow Instructions dated as of /� 2013 ("Agrecment")
pursuant to which the City may purchase from Seller that certain property commonly known as
43878 Portola Avenue, Palm Desert, California, and identified as Riverside County Tax
Assessor's Parcel Number 622-200-055-4 ("Property"). In connection with your acquisition of
the Property pursuant to the Agreement, the Seller certifies to you as follows:
A. (i) The Tenants have a written lease ("the Lease"), as indicated on Schedule A
attached hereto ("Schedule "A"), with the Seller of the Property which consists
only of the documents identified in items 1 and 2 on Schedule A, or (ii) the
Tenants have an oral rental agreement (the "Lease"), as indicated in Schedule A,
with the Seller of the Property.
B. The Leases are in full force and effect and have not been modified, supplemented,
or amended except as indicated on Schedule A.
C. Tenants have not given Seller notice of any dispute between Seller and Tenants,
or that Tenants consider Se ler in default under any Lease, exce t:
6 �
D. Tenants do not clai an ffset or cr its a' s nts payab under the Leases,
except: l/Ip�t
1
Exhibit"E"
E. Tenants have not paid a security or other deposit with respect to the Leases,
except as shown on Schedule A.
F. Tenants have fully paid rent through the month o 20�, �c t:
�����
; and
the current rent under the Leases is as shown on Schedule A.
G. Tenants have not paid any rentals in advance except for the current month of
20�, except
H. The original dates of termination of the Leases are indicated on Schedule A.
Seller has provided written notice of termination of the Leases to Tenants and
Tenants are required to vacate the Property on or before the dates indicated on
Schedule A("Move Date").
I. Except as shown on Schedule A, Tenants have no right of first refusal or option to
purchase the Property or to lease space in addition to the premises demised under
the Leases.
The undersigned Seller acknowledges and agrees that you and your lender, if any, will be
relying on this certificate in connection with your acquisition of the Property. The matters set
forth above are, to the best of Seller's knowledge and belief, true and correct as of the date of
this certificate. �
Seller:
2
Exhibit��E"
Unit#A
SCHEDULE A
1. Lease:
Seller:
Tenant: �R�udv /?. Jadu�Ay
Date: J'A�v. 6, ao ia
Check One:
L�Written Lease Title of Document /�ES�d����L �ERSE
❑ Oral Rental Agreement
2. Modifications and/or Amendments:
(a) Date:
(b) Date:
(c) Date:
3. Security Deposit (currently held by Seller)
$ 7�5°°
4. Monthly Base Rent for current term of Lease
$ r��roo
5. Commencement Date:
Termination Date - Check one of the following:
� on thirty(30) days written notice from Seller
� (specify Termination Date)
6. Move Date based on Written Notice of Termination:
7. Right of First Refusal or Option
to Lease to Purchase
�t/a�/E �vo�v6
(if none, state"None")
If "yes", does such right or option still exist or has such right or option been exercised or
waived?
Still Exists_ Exercised Waived
3
Exhibit"E"
Unit#B
SCHEDULE A
1. Lease:
Seller:
Tenant: l�os� LapEz CaaMauR ,T�se D<<QAttO MARf�iUez/6uAd•rl�j�t P��EZ-1�,�
Date: �b. �o, a o i3
Check One:
�Written Lease Title of Document Ef�dr�v f/AC �gs�
❑ Oral Rental Agreement
2. Modifications and/or Amendments:
(a) Date:
(b) Date:
(c) Date:
3. Security Deposit(currently held by Seller)
$ 750°°
4. Monthly Base Rent for current term of Lease
$ 750°�
5. Commencement Date:
Termination Date - Check one of the following:
❑ on thirty(30) days written notice from Seller
❑ (specify Termination Date)
6. Move Date based on Written Notice of Termination:
7. Right of First Refusal or Option
to Lease to Purchase
Aruiv� Nonic
(if none, state"None")
If "yes", does such right or option still exist or has such right or option been exercised or
waived?
Still Exists Exercised Waived
4
Exhibit"E"
Unit#C
SCHEDULE A
1. Lease:
Seller:
Tenant: /�ich,aeG J. /VI� CaMbs
Date: U�v/Gvocc��t!
Check One:
❑ Written Lease Title of Document /�dN6
❑ Ora1 Rental Agreement
2. Modifications and/or Amendments:
(a) Date:
(b) Date:
(c) Date:
3. Security Deposit(currently held by Seller)
$ �
4. Monthly Base Rent for current term of Lease
$ 5�r'�ao
5. Commencement Date:
Termination Date - Check one of the following:
❑ on thirty(30) days written notice from Seller
❑ (specify Termination Date)
6. Move Date based on Written Notice of Termination:
7. Right of First Refusal or Option
to Lease to Purchase
/vdNc /VdN6
(if none, state"None")
If "yes", does such right or option still exist or has such right or option been exercised or
waived?
Still Exists Exercised Waived
5
Exhibit"F"
RIGHT OF ENTRY AND ACCESS AGREEMENT
THIS RIGHT OF ENTRY AND ACC S AGREEMENT(referred to below as
"Agreement") is made and entered into as o , 2013 (the "Effective Date"),
by and between Josephine V. Gaudio, as Trustee of The Josephine V. Gaudio Trust established
November 20, 2007, by Josephine V. Gaudio, as Trustor(herein referred to as"Grantor"), and
the City of Palm Desert, a municipal corporation(herein referred to as "Grantee").
WITNESSETH:
WHEREAS, Grantor is the record fee owner of that certain real property commonly
known as 43878 Portola Avenue, Palm Desert, California, and identified as Riverside County
Tax Assessor's Parcel Number 622-200-055-4, which is more particularly described on Eachibit
"A", attached hereto and incorporated herein by reference(herein called the "Property"); and
WHEREAS, Grantor and Grantee contemplate entering into a Purchase and Sale
Agreement, Settlement Agreement and Joint Escrow Instntctions related to the Property(the
� "Purchase Agreement"); and
WHEREAS, Grantee has requested the right of entry upon and access to the Property for
the purpose of undertaking tests, inspections and other due diligence activities (herein called the
"Due Diligence Activities") in connection with the proposed acquisition by Grantee of the
Property under the Purchase Agreement; and
WHEREAS, Grantor has agreed to grant to Grantee, and Grantee has agreed to accept
from Grantor, a non-exclusive, revocable license to enter upon the Property to perform the Due
Diligence Activities in accordance with the terms and provisions of this Agreement; and
WHEREAS, Grantor and Grantee desire to execute and enter into this Agreement for the
purpose of setting forth their agreement with respect to the Due Diligence Activities and
Grantee's entry upon the Property.
NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual
covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee do hereby
covenant and agree as follows:
1. Access by Grantee.
a. Subject to Grantee's compliance with the terms and provisions of this
Agreement, until the earlier to occur of 45 calendar days after the Effective Date of the Purchase
Agreement (as defined therein), or(ii)the earlier termination of this Agreement, Grantee and
Grantee's agents, employees, contractors, representatives and other designees (herein
collectively called"Grantee's Designees") shall have the right to enter upon the Property for the
purpose of conducting the Due Diligence Activities.
�
b. Grantee expressly agrees as follows: (i)any activities by or on behalf of
Grantee, including,,without limita.tion,the entry by Grantee or Grantee's Designees onto the
Property in connection with the Due Diligence Activities shall not damage the Property in any
manner whatsoever or disturb or interfere with the rights or possession of any tenant on the
Property, (ii) in the event the Property is altered or disturbed in any manner in connection with
the Due Diligence Activities, Grantee shall immediately return the Property to the condition
existing prior to the Due Diligence Activities, and (iii) Grantee,to the m�imum extent allowed
by law, shall indemnify, defend and hold Grantor harmless from and against any and all claims,
liabilities, damages, losses, costs and expenses of any kind or nature whatsoever(including,
without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained
by Grantor as a result of, by reason of, or in connection with the Due Diligence Activities or the
entry by Grantee or Grantee's Designees onto the Property. Notwithstanding any provision of
this Agreement to the contrary, Grantee shall not have the right to undertake any invasive
activities or tests upon the Property, or any environmental testing on the Property beyond the
scope of a standard "Phase I" investigation, without the prior written consent of Grantor of a
workplan for such"Phase II"or invasive testing, which may be granted, denied or conditioned in
Seller's sole and absolute discretion.
Grantor's Approval: If Grantor does not respond to or reject any workplan within
five business days of Grantee's delivery of the written workplan proposal to Grantor pursuant to
the notice provisions of this Agreement, then Grantor shall be deemed to have approved the
submitted workplan and Grantee may proceed with such testing. If Grantor rejects such
proposed workplan in whole or in part,then this Agreement shall become null and void at the
sole option of Grantee. If Grantee terminates this Agreement under the foregoing provision, then
neither party shall have any further rights, duties and obligations, except for the hold harmless
and indemnity obligations described hereinabove.
2. Lien Waivers. Upon receipt of a written request from Grantor, Grantee will
provide Grantor with lien waivers following completion of the Due Diligence Activities, in form
and substance reasonably satisfactory to Grantor and Grantor's counsel, from each and every
contractor, subcontractor, supplier, engineer, architect and surveyor who might have lien rights
against the Property for work performed or commenced in connection with Grantee's Due
Diligence Activities. To the extent permitted by applicable law, Grantee hereby indemnifies
Grantor from and against any claims or demands for payment, or any liens or lien claims made
against Grantor or the Property as a result of Grantee's Due Diligence Activities.
3. Insurance. Prior to entry onto the Property, Grantee shall, and shall cause all of
Grantee's Designees performing the Due Diligence Activities to, procure or maintain a policy of
commercial general liability insurance issued by an insurer reasonably satisfactory to Grantor
covering each of the Due Diligence Activities with a single limit of liability (per occurrence and
aggregate) of not less than$1,000,000.00, and to deliver to Grantor a certificate of insurance and
copy of additional insured endorsement naming Seller as named additional insured, evidencing
that such insurance is in force and effect, and evidencing that Grantor has been named as an
additional insured thereunder with respect to the Due Diligence Activities. Such insurance shall
be maintained in force throughout the term of this Agreement.
F-2
4. Successors. To the extent any rights or obligations under this Agreement remain
in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the
benefit of, the parties hereto and their respective heirs, legal representatives, successors and
permitted assigns.
5. Limitations. Grantor does not hereby convey to Grantee any right, title or
interest in or to the Property, but merely grants the specific rights and privileges hereinabove set
forth.
6. Notices. All notices and demands will be given in writing by certified mail,
postage prepaid, and return receipt requested, by overnight carrier, or by personal delivery.
Notices will be considered given upon the earlier of(a)personal delivery, (b) two business days
following deposit in the United States mail, postage prepaid, certified or registered, return receipt
requested, or(c) one business day following deposit with an overnight carrier service. The
parties will address such notices as provided below for the respective party; provided that if any
party gives notice in writing of a change of name or address, notices to such party will thereafter
be given as demanded in that notice:
GRANTEE: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
, Attn: John M. Wohlmuth, City Manager
Phone: (760) 346-0611
Fax: (760) 341-6372
GRANTOR: Josephine V. Gaudio, Trustee
Jacqueline Smith, Successor Trustee
Josephine V. Gaudio Trust established November 20, 2007
By Josephine V. Gaudio, as Trustor
[Address]
,- � � ri r�1�
Jacqueline Smith, Successor Trustee
c/o Charles A. Mollis, Esq.
Mollis & Mollis, Inc., Lawyers
4621 Teller Avenue, Suite 200
Newport Beach, CA 92660
Phone: (949)222-0736
Fax: (949) 955-0252
7. Miscellaneous.
a. Assignment. This Agreement may not be assigned by Grantee.
F-3
b. Governing Law. This Agreement shall be construed, enforced and
interpreted in accordance with the laws of the State of California.
c. Termination. This Agreement can be terminated by Grantor at any time
and for any reason, or no reason, upon written notice from Grantor to Grantee.
d. Counterparts and Facsimile and Electronic Signatures. This Agreement
may be executed simultaneously in one or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. For purposes of
this Agreement, facsimile and electronic signatures will be deemed to be original signatures.
e. Interpretation and Construction. Each party has reviewed this Agreement
and each has had the opportunity to have its respective counsel and real estate advisors review
and revise this Agreement and that any rule of construction to the effect that ambiguities are to
be resolved against the drafting party will not apply in the interpretation of this Agreement or
any amendments or exhibits thereto. In this Agreement the neuter gender includes the feminine
and masculine, and singular number includes the plural, and the words "person"and"party"
include corporation, partnership, firm, trust, or association wherever the context so requires. The
recitals and captions of the Sections and Subsections of this Agreement are for convenience and
reference only, and the words contained therein will in no way be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
f. Attorneys'Fees. If either party hereto incurs attorneys' fees in order to
enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or
because of a breach of this Agreement by the other party, the prevailing party, whether by suit,
negotiation, arbitration or settlement will be entitled to recover reasonable attorneys' fees from
the other party.
g. Severability. If any part, term or provision of this Agreement is held by a
court of competent jurisdiction to be illegal or in conflict with any law, the validity of the
remaining provisions will not be affected, and the rights and obligations of the parties will be
construed and enforced as if this Agreement did not contain the particular part, term or provision
held to be invalid.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be
executed and sealed, on the day and year first written above.
///
///
///
///
///
///
F-4
GRANTOR
Josephine V. Gaudio, Trustee
Josephine V. Gaudio Trust established
November 20, 2007, by Josephine V.
Gaudio, as Trustor
Dated• ..S^ o�G� g
—.---�—
Title
GRANTEE
City of Palm Desert, a municipal
corpor 'on
By.
M. Wohlmuth, City Manager
T T:
R chelle Klassen, City erk
F-5
Exhibit"A" to Right of Entry Agreement
Legal Description of Property
THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
LOT 69, PALMA VILLAGE UNIT 10, IN THE CITY OF PALM DESERT, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE iN BOOK 22,
PAGE 17 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ASSESSOR'S PARCEL NUMBER: 622-200-055-4
F-6
Exhibit ��1" to Right of Entry Agreement and Access Agreement
FORM OF CONSENT OF TENANT TO RIGHT OF ENTRY
AND ACCESS AGREEMENT
WHEREAS, Randy Jodway("Tenant") occupies Unit A of the real property commonly
known as 43878 Portola Avenue, Palm Desert, California, and identified as Riverside County
Tax Assessor's Parcel Number 622-200-055-4 ("Property"); and
WHEREAS, Josephine V. Gaudio, as Trustee of The Josephine V. Gaudio Trust
established November 20, 2007, by Josephine V. Gaudio, as Trustor, the record fee owner of the
Property (referred to below as "Owner")has informed Tenant that Owner contemplates entering
into a Purchase and Sale Agreement and Joint Escrow Instructions by and between Owner and
the City of Paim Desert ("City") to purchase the Property (the "Purchase Agreement") and that
pursuant to said Purchase Agreement,the City has requested the right of entry upon and access
to the Property for the purpose of undertaking tests, inspections and other due diligence
activities (herein called the"Due Diligence Activities") in connection with the proposed
acquisition by the City of the Property under the Purchase Agreement; and
WHEREAS, Owner has provided to Tenant a copy of the form of Right of Entry and
Access Agreement between Owner and the City that would allow the City to conduct said Due
Diligence Activities. A true and correct copy of the form of Right of Entry and Access
Agreement is attached to this Consent of Tenant to Right of Entry and Access Agreement and is
incorporated herein by this reference.
Tenant hereby consents to the City's entry upon and access to the Property pursuant to
the terms set forth in said Right of Entry and Access Agreement.
Randy Jodway
Dated:
By:
F-7
Exhibit"1" to Right of Entry Agreement and Access Agreement
FORM OF CONSENT OF TENANTS TO RIGHT OF ENTRY
AND ACCESS AGREEMENT
WHEREAS,Jose Martinez and Guadalupe Perez(collectively "Tenants") occupy Unit B
of the real property commonly known as 43878 Portola Avenue, Palm Desert, California, and
identified as Riverside County Tax Assessor's Pazcel Number 622-200-055-4 ("Property"); and
WHEREAS, Josephine V. Gaudio, as Trustee of The Josephine V. Gaudio Trust
established November 20, 2007, by Josephine V. Gaudio, as Trustor, the record fee owner of the
Property(refened to below as "Owner")has informed Tenants that Owner contemplates entering
into a Purchase and Sale Agreement and Joint Escrow Instructions by and between Owner and
the City of Palm Desert("City")to purchase the Property(the "Purchase Agreement")and that
pursuant to said Purchase Agreement, the City has requested the right of entry upon and access
to the Property for the purpose of undertaking tests, inspections and other due diligence activities
(herein called the"Due Diligence Activities") in connection with the proposed acquisition by
the City of the Property under the Purchase Agreement; and
WHEREAS, Owner has provided to Tenants a copy of the form of Right of Entry and
Access Agreement between Owner and the City that would allow the City to conduct said Due
Diligence Activities. A true and correct copy of the form of Right of Entry and Access
Agreement is attached to this Consent of Tenants to Right of Entry and Access Agreement and is
incorporated herein by this reference.
Tenants hereby consent to the City's entry upon and access to the Property pursuant to
the terms set forth in said Right of Entry and Access Agreement.
Jose Martinez
Dated:
By:
Guadalupe Perez
Dated:
By:
F-7
Error!Unknown document property name.
FORM OF CONSENT OF TENANT TO RIGHT OF ENTRY
AND ACCESS AGREEMENT
WHEREAS, Michael McCombs ("Tenant") occupies Unit C of the real property
commonly known as 43878 Portola Avenue, Palm Desert, California, and identified as Riverside
County Tax Assessor's Parcel Number 622-200-055-4 ("Property"); and
WHEREAS,Josephine V. Gaudio, as Trustee of The Josephine V. Gaudio Trust
established November 20, 2007, by Josephine V. Gaudio, as Trustor, the record fee owner of the
Property(referred to below as "Owner")has informed Tenant that Owner contemplates entering
into a Purchase and Sale Agreement and Joint Escrow Instructions by and between Owner and
the City of Palm Desert("City"}to purchase the Property(the "Purchase Agreement") and that
pursuant to said Purchase Agreement, the City has requested the right of entry upon and access
to the Property for the purpose of undertaking tests, inspections and other due diligence activities
(herein called the "Due Diligence Activities") in connection with the proposed acquisition by
the City of the Property under the Purchase Agreement; and
WHEREAS, Owner has provided to Tenant a copy of the form of Right of Entry and
Access Agreement between Owner and the City that would allow the City to conduct said Due
Diligence Activities. A true and correct copy of the form of Right of Entry and Access
Agreement is attached to this Consent of Tenant to Right of Entry and Access Agreement and is
incorporated herein by this reference.
Tenant hereby consents to the City's entry upon and access to the Property pursuant to
the terms set forth in said Right of Entry and Access Agreement.
Michael McCombs
Dated:
By:
F-9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of �,.��l�{dS���,
On A�u�,u.sr��t� before me, � . 1�(�c����(L� p,��,�L ,
Date � Here I sert Name and Ti e of the OHicer
personally appeared ��o{f p,� 1�� . (��F�L„(11 t�,'T'E-4.
—T Name(s)ot Signer(s)
�
who proved to me on the basis of satisfactory evidence to
be the person(s� whose name(s� is/aFe�subscribed to the
within instrument and acknowledged to me that
he/�iejc executed the same in his/he�ftheEc authorized
capacity(ies�, and that by hi�signature(�-on the
instrument the person(�, or the entity upon behalf of
which the person($}acted, executed the instrument.
RACHELLE 0. KLASSEN
•�'�""' Commission�r 202489� I certify under PENALTY OF PERJURY under the laws
� "=: Noary Pub�ic-C�itorni� � of the State of California that the foregoing paragraph is
Riventde CouM�r true and correct.
Comm. irts Jun 13,2017
WITNESS my hand and fficial seal.
Signature
Place Notary Seal Above Signature of Notary Pu c
OPTIONAL
Though the information be/ow is not required by/aw,it may prove valuable to persons relying on the document
and cou/d prevent fraudu/ent remova/and reaKachment of this form to another document.
Description of Attached Document
Title or Type of Document:�if�����F " � Q1 c' T d'r �.11"��_��� ��1�,� ++
Document Date: �—1'�— I� Number of Pages: �
Signer(s)OtherThan Named Above: sJ.�,��1�1 J A��.,SS� ��
Capacity(ies) Claimed by Signer(s)
Signer's Name:�OE�� �{.�lht,�.`T�• Signe Name:
❑ Individual ❑ Individu
❑ Corporate Officer—Title(s): ❑Corporate O ' er—Title(s):
❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Lim ❑ General
❑ Attorney in Fact . • •� ❑Attorney in Fact • -
❑ Trustee of thumb here �Trustee Top of thumb here
❑ Guardian or Conservator ❑Guardian or Conservator
�Other:���iT��.F�� ❑ Other:
Signer Is Re resenting:C �F Signer Is Representing:
�PF—i� �C�.<G!Z_�
�2007 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 913132402•www.NationalNotary.org Item#5907 Reorder.Call Tdl-Free t-800-876-6827