Loading...
HomeMy WebLinkAboutC26110 - 75433 Orange BlossomCONTRACT NO. C26110 CONVEYANCE AGREEMENT 75433 ORANGE BLOSSOM LANE PALM DESERT, CA 92260 THIS CONVEYANCE AGREEMENT (this "Agreement") is made and entered into as of January 11, 2007, by and between the CITY OF PALM DESERT, a California municipal corporation ("Buyer"), and the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic ("Seller"), with respect to the following: RECITALS: Seller is the owner of certain improved real property, and all improvements and buildings located thereon, and located in the City of Palm Desert, County of Riverside, State of California, as more particularly described in Exhibit A attached hereto (the "Property"). By this Agreement, Seller is agreeing to sell the Property to Buyer and Buyer is agreeing to buy the Property from Seller in accordance with the terms hereof. AGREEMENT: NOW, THEREFORE, the parties hereto do hereby agree as follows: 1. Conveyance. The transfer of the Property contemplated hereby (the "Closing") shall occur on or before January 11, 2007 (the "Closing Date"). 2. Price. The price is One Dollar ($1.00) (the "Price"). 3. Execution of Documents. On or prior to the Closing Date, (i) Seller agrees to execute and deliver to Buyer a duly executed and acknowledged grant deed in the form attached hereto as Exhibit B (the "Grant Deed") and (ii) Seller and Buyer each agree to execute and deliver to the other an assignment of lease agreement in the form attached hereto as Exhibit C (the "Assignment"). 4. Authorization to Record. After delivery of the Grant Deed and Assignment, Buyer shall cause the Grant Deed to be recorded in the Official Records of Riverside County, California. 5. Costs and Prorations. Each party will pay its own fees, costs and expenses incurred in connection with this Agreement and the Closing. Any non -delinquent real estate taxes and other assessments or impositions against the Property shall be pro -rated as of the Closing on the basis of a 365-day year. 6. AS -IS, WHERE -IS. Prior to the Closing, Buyer shall conduct all tests, studies and/or investigations with respect to the Property as Buyer deems appropriate. Buyer shall rely solely upon its own tests, studies and/or investigations of the Property in purchasing the same and shall not rely in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters. Buyer represents and warrants that it is acquiring the P6402-0001`928843v l .doc CONTRACT NO. C26110 Property "AS IS, WHERE IS" without representation by Seller, and that no patent or latent condition affecting the Property in any way, whether or not known or discoverable or hereafter discovered, shall affect Buyer's obligations contained in this Agreement, nor shall any such condition give rise to any right of damages, rescission or otherwise against Seller. 7. Default. In the event of a breach or default under this Agreement by either party, the non -defaulting party shall have the right to terminate this Agreement by delivering notice thereof to the defaulting party. Such termination 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. 8. Notices. Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned If to Buyer: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, California 92260 Attention.: City Manager If to Seller: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260 Attention.: Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non business day, then such notice or demand so made shall be deemed effective on the first business day following the day of actual delivery. No communications via facsimile or electronic mail shall be effective to give any notice, request, direction, demand, consent, waiver, approval or other communications hereunder. 9. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Seller and Buyer. 10. Countemarts. This Agreement may be executed in counterparts, each of which, when taken together, shall constitute one original of this Agreement. 11. Time is of the Essence. The parties agree that time is of the essence with respect to each provision hereof. 2 P6402-000 V,928843v 1 Am CONTRACT NO. C26110 12. Entire Agreement. This Agreement, including all exhibits attached hereto, integrates all of the terms and conditions pertaining to the Closing, and supersedes all negotiations or previous agreements between the parties with respect thereto. 13. Severability. Invalidation of any of the provisions hereof by judgment or court order shall in no way affect any of the other provisions hereof, and the latter shall remain in full force and effect. 14. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of Seller and Buyer and no other parties are intended to be direct or incidental beneficiaries of this Agreement, and no third party shall have any right in, under or to this Agreement. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 16. Further Documents. Each party will, as often as it shall be requested by the other party, execute, acknowledge and deliver such other documents and perform such other acts as may reasonably be necessary in order to consummate the Closing and otherwise carry out the intent and purpose of this Agreement. [This Space Intentionally Left Blank; Signature On The Next Page] P6402-0001 ,9288430 doc CONTRACT NO. C26110 IN WITNESS WHEREOF, the parties have caused this Conveyance Agreement to be executed as of the date first above written. BUYER: CITY OF PALM DESERT, a California municipal corporation By: Name: _Richard S. Kelly Its: Mayor ATTEST: Rachelle D. Klassen, City Clerk SELLER: PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Richard S. Kelly Its: Chairman ATTEST: Rachelle D. Klassen, Secretary 4 P6402-000I\928843vI.doc CONTRACT NO. C26110 EXHIBIT A LEGAL DESCRIPTION That certain real property situated in the City of Palm Desert, County of Riverside, State of California, described as follows: LOT 164 OF TRACT MAP NO. 27546, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 249 OF MAPS, PAGES 63 THROUGH 68, INCLUSIVE, RECORDS OF SAID COUNTY. Exhibit A P6402-0001\928843v1.doc CONTRACT NO. C26110 EXHIBIT B RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260 Attention.: APN: [Space Above For Recorder's Use Only] Recording Fee: Exempt pursuant to California Government Code Section 27383 Documentary Transfer Tax: Exempt pursuant to California Revenue & Taxation Code Section H 922 GRANT DEED FOR VALUE RECEIVED, the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic, hereby GRANTS to the CITY OF PALM DESERT, a California municipal corporation, all of its right, title and interest in and to that certain real property situated in the City of Palm Desert, County of Riverside, State of California, more particularly described on Exhibit A attached hereto; SUBJECT TO all easements, covenants, conditions, restrictions, rights of way, reservations and all other matters of record. [This Space Intentionally Left Blank; Signature On The Next Page] Exhibit B P6402-0001 `1928843v l .doc CONTRACT NO. C26110 IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of 52007. PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: _Richard S. Kelly Its: Chairman ATTEST: Rachelle D. Klassen, Secretary Exhibit B 2 P6402-0001 \928843 v L doc CONTRACT NO. C26110 STATE OF CALIFORNIA COUNTY OF RIVERSIDE On , 2007, before me, , a Notary Public in and for the State of California, personally appeared , personally known to me (or 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/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for the State of California (SEAL) Exhibit B 3 P6402-0001'928843vI.doc CONTRACT NO. C26110 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the interest in real property conveyed by that certain Grant Deed dated as of , 2007, from the Palm Desert Redevelopment Agency, a public body, corporate and politic, to the City Of Palm Desert, a California municipal corporation, is hereby accepted by the undersigned officer on behalf of the City Of Palm Desert pursuant to the authority conferred by Resolution No. of the City Council of the City Of Palm Desert adopted on , 2007, and the grantee consents to the recordation thereof by its duly authorized officer. Dated as of: 12007. Richard S. Kelly, Mayor ATTEST: Rachelle D. Klassen, City Clerk Exhibit B 4 P6402-0001\928843v1.doc CONTRACT NO. C26110 STATE OF CALIFORNIA COUNTY OF RIVERSIDE On , 2007, before me, , a Notary Public in and for the State of California, personally appeared , personally known to me (or 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/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for the State of California (SEAL) Exhibit B P6402-000I 928843vl.doc CONTRACT NO. C26110 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION That certain real property situated in the City of Palm Desert, County of Riverside, State of California, described as follows: LOT 164 OF TRACT MAP NO. 27546, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 249 OF MAPS, PAGES 63 THROUGH 68, INCLUSIVE, RECORDS OF SAID COUNTY. Exhibit B 6 P6402-0001\928843v1.doc CONTRACT NO. C26110 EXHIBIT C ASSIGNMENT AND ASSUMPTION OF LEASES This Assignment and Assumption of Leases (this "Assignment") dated as of January 11, 2007 (the "Effective Date") is entered into by and between CITY OF PALM DESERT, a California municipal corporation ("Assignee"), and PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic ("Assignor"). WITNESSETH WHEREAS, Assignor is the lessor or landlord under that certain lease agreement identified on Exhibit A attached hereto (the "Lease") executed with respect to that certain real property located in the City of Palm Desert, California (the "Property") as more fully described in Exhibit B attached hereto; WHEREAS, Assignor, as Seller, and Assignee, as Buyer, have entered into that certain Conveyance Agreement dated as of January 11, 2007 (the "Conveyance Agreement") conveying the Property (as defined in the Conveyance Agreement); and WHEREAS, Assignor desires to assign its interest as lessor or landlord in the Lease to Assignee, and Assignee desires to accept the assignment thereof; Now, THEREFORE, in consideration of the promises and conditions contained herein, the parties hereby agree as follows: 1. Effective as of the Effective Date (as defined below), Assignor hereby assigns to Assignee all of its right, title and interest in and to the Lease. 2. Effective as of the Effective Date, Assignee hereby assumes all of the Assignor's obligations under the Lease. 3. This Assignment shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns. 4. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 5. This Assignment is delivered pursuant to the Conveyance Agreement. 6. This Assignment may be executed in counterparts, each of which, when taken together, shall constitute one original of this Assignment. Exhibit C P6402-0001 \928843 v 1.doc CONTRACT NO. C26110 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. Assignor: PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Richard S. Kelly Title: Chairman Attest: Rachelle D. Klassen, Secretary Assignee: CITY OF PALM DESERT, a California municipal corporation By: Name: Richard S. Kelly Title: Mayor Exhibit C 2 P6402-0001 \928843 v l .doc CONTRACT NO. C26110 EXHIBIT A to Assignment of Leases Lease Agreement (First Extension) between the Palm Desert Redevelopment Agency and the YMCA Family of the Desert dated as of December 13, 2001. Exhibit C 3 P6402-0001 %1928843v Ldoc CONTRACT NO. C26110 EXHIBIT B to Assignment of Leases Legal Description Of The Property That certain real property situated in the City of Palm Desert, County of Riverside, State of California, described as follows: LOT 164 OF TRACT MAP NO. 27546, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 249 OF MAPS, PAGES 63 THROUGH 68, INCLUSIVE, RECORDS OF SAID COUNTY. Exhibit C 4 P6402-0001\928843N,I.doc