HomeMy WebLinkAboutR30750 Exchange Agreement and Jt Escrow Timothy R. Palmer & Lee Anna Palmer (44845 & 44900 San Clemente Cl) 05122011Contract No. R30750
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PALM DESERT REDEVELJP �N ���,�NCY � -��� �C�/
STAFF REP R� p������ �,p �;y� ��;��A;��� _ ,
REQUEST: RECOMMENDATION FOR APPROVAL OF EXCHANGE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS BETWEEN PALM DESERT
REDEVELOPMENT AGENCY AND TIMOTHY R. PALMER AND LEE
ANNA PALMER, AS TRUSTEES OF THE TIMOTHY R. AND LEE ANNA
PALMER REVOCABLE TRUST DATED NOVEMBER 25, 1996.
SUBMITTED BY
DATE:
Recommendation
Bryce L. White, Project Administrator
April 14, 2011
By Minute Motion:
That the Agency Board continue the public hearing for the Exchange Agreement
and Joint Escrow Instructions between Palm Desert Redevelopment Agency and
Timothy R. Palmer and Lee Anna Palmer, as Trustees of the Timothy R. and Lee
Anna Palmer Revocable Trust dated November 25, 1996, to the April 28, 2011
Agency Board meeting.
The Palmers have not yet accepted the terms of the Exchange Agreement and staff
requests a continuance to continue negotiations.
Submitted By:
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Br . it , Project Administrator
Department Head:
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us n McCarthy, ACM R �lopment
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M. Wohlmuth, Executive Director
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Martin Alvarez, Red velopment Manager
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G IrdalBryce WhitelA/essandro Alley Pa/mer SR 4-14-2011 doc
NOTICE OF PUBLIC HEARING
PALM DESERT REDEVELOPMENT AGENCY
NOTICE IS HEREBY GIVEN pursuant to Section 33431 of the California Community
Redevelopment Law (Health and Safety Code Section 33000, et seq.) that on April 14, 201 lat
4:00 p.m. or as soon as practical thereafter in the City Council Chambers located at Palin Desert
City Hall, 73-510 Fred Waring Drive, Palm Desert, California, a public hearing will be held
before the Palm Desert Redevelopment Agency ("Agency"). At this public hearing the Agency
will receive public comment and testimony conceniing a proposed Exehange Agreement and
Joint Escrow Instructions Between Palm Desert Redevelopment Agency and Timothy R.
Palmer and Lee Anna Palmer, as Trustees of the Timothy R. and Lee Anna Palmer
Revocable Trust Dated November 25, 199b ("Palmer"). This Agreement provides for a 16,057
square foot portion of the real property identified as APN 627-071-023-2, and located at 44-845
San Clemente Circle, which is now owned by the Agency ("Agency Property"), to be exchanged
for real property identified as APN 627-074-006, located at 44-900 San Clemente Circle, which
is now owned by Palmer ("Palmer Property"). The Agency's proposed purchase of the Palmer
Property is for a redevelopment purpose and a public use, namely the Alessandro Alley
Improvement Project. The Agreement will be presented to the Agency at the public hearing, and
a copy of the proposed Agreement will be available for inspection and copying (at a cost not to
exceed the cost of duplication) at the Office of the Secretary of the Palm Desert Redevelopment
Agency, located at 73-510 Fred Waring Drive, Palm Desert, California, no later than March 16,
2011.
All interested persons are invited to attend and provide testimony and comments to the Agency
concerning the proposed Agreement. You are hereby advised that should you desire to legally
challenge any action taken by the Agency with respect to the proposed Agreement, you may be
limited to ra.ising only those issues and objections which you or someone else raised at or prior to
the time of the public hearing.
Dated: March 16, 2011
Rachelle D. Klassen, Secretary
Palm Desert Redevelopment Agency
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Martinez, Gloria
From: Moeiler, Charlene [CMOELLER@paimspri.gannett.com]
Sent: Wednesday, March 16, 2011 3:06 PM
To: Martinez, Gloria
Subject: RE: Legal Notice - PH 04/14/11 Palmer Xchng Agmt & Jt Escrow Instructions (Alessandro
Alley Imprvmnt Prjct)
Ad received and will publish on date(s) requested.
Charlene Moeller � Media Sa1es Legal Notice Representative
The Desert Sun Media Group
750 N. Gene Autry Trail, Palm Springs, CA 92262
t 760.778.4578 � f 760.778.4731
leaalsfc�thedesertsun.com � dqwleaalsna thedesertsun.com
The Coachella Valtey's #t Source in News & Advertising!
��»��.�nti�ie�t�rtc��m �t��ittcr iac�hc�c�lc
From: gmartinez�,a�ci�yof�almdesert.c,rq �n7ailtoymartinez���cityof�almdes�rt,org]
Sent: Wednesday, Nlarch 16, 2011 2:55 PM
To: tds-legals
Cc: moreillvta�cit�of�aimd�sert_org; pleon�a�cit�%ofpalmdese�t,org; bwhite� eit�ofpalrnciesert.org
Subject: Legal Notice - PH 04/14/11 Palmer Xchng Agmt & Jt Escrow Instructions (Alessandro Alley Imprvmnt Prjct)
PLEASE PUBLISH THE FOLLOWING:
NOTICE OF PUBLIC HEARING
At this public hearing the Agency will receive public comment and testimony concerning a proposed
Exchange Agreement and Joint Escrow Instructions Between Palm Desert Redevelopment Agency and
Timothy R. Palmer and Lee Anna Palmer, as Trustees of the Timothy R. and Lee Anna Palmer Revocable
Trust Dated November 25, 1996.
THREE TIMES IN THE DESERT SUN
Friday, March 18, 2011
Thursday, March 31, 2011
Thursday, April 7, 2011
If you have any questions or require additional information, please give me a call.
?�?. �Qou%a �'j?avr��ti,,.r.�r
Records Technician
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
The Desert Sun C��tificate of Publication
750 N Gene Autry Trail � �y � �: � � � �
Palm Springs, CA 92262 ��'� �� ;;( ���(', {�FFICE
760-778-4578 / Fax 760-778-4731 � �A 3 � � � �, � � T , � �
State Of California ss:
County of Riverside
Advertiser:
�Q» a�� -8 i;t� i � � z�
CITY OF PALM DESERT
73510 FRED WARING DR
PALM DESERT CA 922602
2000253461
I am over the age of 18 years oid, a citizen of the United
States and not a party to, or have interest in this matter. I
hereby certify that the attached advertisement appeared
in said newspaper (set in type not smaller than non pariel)
in each and entire issue of said newspaper and not in any
supplement thereof on the following dates, to wit:
Newspaper:
3/18/2011
The Desert Sun
3/31/2011 4/7/2011
I acknowledge that I am a principai clerk of the printer of
The Desert Sun, printed and published weekly in the City
of Palm Springs, County of Riverside, State of California.
The Desert Sun was adjudicated a newspaper of general
circulation on March 24, 1988 by the Superior Court of the
Ccunty of Riverside, State of California Case No.
191236.
I declare under penalty of perjury that the foregoing is true
and correct. Executed on this 7th day of April, 2011 in
Palm Springs, Califomi�:'
No 970
NOTICE OF PUBLIC HEARING
PALM DESERT REDEVELOPMENT AGENCY
NOTICE IS HEREBY GIVEN pursuant to Sectic
33431 of the Califomia Commun'�ty Redevelo�
ment Law •(Health and Safety Code Sectic
33000, et seq.) that on April 14, 2077at 4:00 p.n
or as soon as practical thereaRer in the City Cow
cil Chambers located at Palm Desert City Hall, 7:
.510 Fred Waring Drive, Palm Desert, Califomia,
public heoapring will ben chyeld before the Palm Dese
R�reinglthe Agen� wlll���rve putil�t�mmeli
and testimony conceming a proposed Exchang
AgreemeM and Jolr�f Escrow Instructlon�
Belween Palm Dsaert Redevelopment
Agency aed Tlmothy R. Palmer and La
Anne Palmer as Trustees of the Tlmoth�
R. and Lse %lnna Paimer Revocable True
Dated Novembsr 25, 7998 ('Palmer"). Thi
AgreemeM provides for a 18,057 square foot po
tion of the real properry idenCrfied as APN 62�
071-023-2, and ficated at 44-845 San Clemenl
Circle, which is now owned by the Agency ("Ager
cy Property') to be exchanged for real pro 90
identified as bPN 627-074-006 located at
San Clemente Circle. which is now owned h
of
be
er Properry is for a re-
a public use, namely
vement Project. The
i to the Agency at the
rfthe proposed Aaree-
(at a cost not to exceed the cbst of duplicatiori) al
the Office of the Secretary of the Palm Desert Re-
development AgenCy located at 73-510 Fred
Waring Drive Palm besert, Califomia, no later
man March 1 �, 2011.
All interested persons are invited to attend and
provide testimony and comments to the Agency
concemin the ropased Agreement. You are
challenge anactlon taken bythe Age cy vn'thala
' spect to the proposed Agr9ement, you may, be lim-
� ited to raising onty those issues and ob�ections
; which you or someone else raised at or prior to
the time of the public hearing.
Dated: March i6, 2011
Rachelle D. Klassen, Secretary
Palm Desert Redevelopment Agency
Publ lshed: 3118. 3131. 4I7H 7
ni.. ��.
V
Declarant
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,
EXCHANGE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
BETWEEN
PALM DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic
"Agency"
AND
TIMOTHY R. PALMER AND LEE ANNA PALMER, AS TRUSTEES OF THE
TIMOTHY R. PALMER AND LEE ANNA PALMER REVOCABLE TRUST DATED
NOVEMBER 25, 1996
"Palmer"
DATED: April 14, 2011
P6402-0201\1332518v2.doc
DEFINED TERMS
Execution Date:
Agency:
Agency's Address:
April 14, 2011
Palm Desert Redevelopment Agency,
a public body, corporate and politic
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Executive Director
Phone No.: (760) 346-0611
Fax No. (760) 341-6372
Palmer: Timothy R. Palmer and Lee Anna Palmer, as Trustees of the
Timothy R. Palmer and Lee Anna Palmer Revocable Trust dated
November 25, 1996
Palmer's Address
Agency's Counsel:
44900 East San Clemente Circle
Palm Desert, California 92260
Phone No.: (760) 346-4671
Attn: Jim G. Grayson, Esq.
Phone No.: (213) 253-0260
Fax No.: (213) 626-0078
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071-3101
Agency Property: That certain real property located in the City of Palm Desert, County
of Riverside, State of California as described on Exhibit A attached
hereto and all rights and appurtenances pertaining thereto and
improvements located thereon.
Palmer Property: That certain real property located in the City of Palm Desert, County
of Riverside, State of California as described on Exhibit B attached
hereto and all rights and appurtenances pertaining thereto and
improvements located thereon.
Closing Date:
Title Company:
On or before June 1, 2011.
First American Title Insurance Company
323 Court Street
San Bernardino, CA 62401
Attn: Josh Guzman/Porscha Peterson
Phone No.: (951) 787-1762
Fax No.: (866) 292-6890
P6402-0201\1332518v2.doc
Escrow Holder: Lawyers Title
47040 Washington Street, Suite 3101
La Quinta, CA 92253
Attn: Carin Moon
Phone No.: (760) 564-2092
Fax No.: (760) 564-6194
Brokers: None.
Lease Agreement: That certain Lease Agreement is attached hereto as Exhibit E.
Hazardous Material: Means any substance, material or waste which is or becomes,
regulated by any local governmental authority, the State of
California or the United States Government, including, but not
limited to, any material or substance which is (i) defined as a
"hazardous waste," "acutely hazardous waste," "extremely
hazardous waste," or "restricted hazardous waste" under Section
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the
California Health and Safety Code, Division 20, Chapter 6.5
(Hazardous Waste Control Law), (ii) defined as a"hazardous
substance" under Section 25316 of the California Health and Safety
Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner
Hazardous Substance Account Act), (iii) defined as a"hazardous
material," "hazardous substance," or "hazardous waste" under
Section 25501 of the California Health and Safety Code, Division
20, Chapter 6.95 (Hazardous Materials Release Response Plans and
Inventory), (iv) defined as a"hazardous substance" under Section
25281 of the California Health and Safety Code, Division 20,
Chapter 6.7 (Underground Storage of Hazardous Substances), (v)
petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls,
(viii) listed under Article 9 or defined as "hazardous" or "extremely
hazardous" pursuant to Article 11 of Title 22 of the California Code
of Regulations, Chapter 20, (ix) designated as "hazardous
substances" pursuant to Section 311 of the Clean Water Act (33
U.S.C. Section 1317), (x) defined as a"hazardous waste" pursuant to
Section 1004 of the Resource Conservation and Recovery Act (42
U.S.C. Sections b901, et seq.), (xi) defined as "hazardous
substances" pursuant to Section 1 Ol of the Comprehensive
Environmental Response, Compensation and Liability Act (42
U.S.C. Sections 9601, et seq.), (xii) Methyl-Tertiary Butyl Ether, or
(xiii) any other substance, whether in the form of a solid, liquid, gas
or any other form whatsoever, which by any Governmental
Requirements either requires special handling in its use,
transportation, generation, collection, storage, handling, treatment or
disposal, or is defined as "hazardous" or harmful to the environment.
P6402-0201\1332518v2.doc
EXCHANGE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS EXCHANGE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this
"Agreement") is made and entered into as of the Execution Date by and between Agency and
Palmer.
In consideration of the mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Agency and Palmer agree as follows:
1. Obli�ations of A�encv With Respect to A�encv Pronertv. The Agency, at its sole
cost and expense, shall undertake and complete the actions with respect to the Agency Property
described in Exhibit F attached hereto (collectively, the "Agency Actions").
Except as otherwise provided in Exhibit F, the Agency shall endeavor in good faith to
complete the Agency Actions prior to the Closing Date. If the Agency Actions are not
completed prior to the Closing Date, the Closing (as defined below) shall nevertheless occur on
the Closing Date, and the Agency shall complete the Agency Actions as soon as reasonably
practicable thereafter. Palmer hereby grants to Agency a license to access the Agency Property
after the Closing for all purposes necessary to complete the Agency Actions.
2. Exchan�e. Agency hereby agrees to convey the Agency Property to Palmer and,
in exchange Palmer hereby agrees to convey the Palmer Property to Agency, on the terms and
conditions set forth in this Agreement.
3. Consideration.
(a) Consideration for A�encv Propertv. As the consideration to the Agency in
return for Agency's conveyance to Palmer of the Agency Property, Palmer shall, at the "Closing"
(as defined below), (i) convey the Palmer Property to the Agency or its nominee, and (ii) pay to
Agency Seventy-One Thousand Six Hundred Eighty Two Dollars ($71,682.00) (the "Palmer
Cash Payment").
(b) Consideration for the Palmer Provertv. As the consideration to Palmer in
return for Palmer's conveyance to Agency of the Palmer Property, Agency shall, at the Closing,
(i) convey the Agency Property to Palmer or its nominee, and (ii) pay to Palmer Three Hundred
Two Thousand Five Hundred Dollars ($302,500.00) payable by wire transfer or other
immediately available funds (the "Cash Payment").
4. Title Review of A�encv Propertv. Palmer has been furnished with and hereby
acknowledges receipt of a preliminary commitment for the Agency Property ("Agency Property
Title Commitment"), together with complete and legible copies of all documents referred to as
exceptions identified in Schedule B thereof. Palmer shall conduct its review of the Agency
Property Title Commitment in accordance with the following procedures:
(a) Palmer's Notice. Palmer shall have ten (10) business days after the
Execution Date to notify the Agency in writing of its approval and/or disapproval of each
P6402-0201\1332518v2.doc
exception in Schedule B of the Agency Property Title Commitment ("Agency Title Matters").
Exceptions not disapproved by Palmer within this time period shall automatically be deemed
"Permitted Exceptions." Notwithstanding the foregoing, exceptions that evidence the delinquent
obligation to pay money ("Monetary Exceptions") shall be automatically deemed disapproved.
(b) The A�encv's Notice. The Agency shall have ten (10) business days after
receipt of Palmer's notification in which to notify Palmer whether or not it elects to cure or
remove any of the disapproved exceptions identified in Palmer's notice given pursuant to Section
4(a). The Agency's failure to so notify Palmer within this time period shall constitute the
Agency's election to not remove any such exceptions. The Agency shall remove all exceptions it
elects to remove on or before Closing. Notwithstanding the foregoing, the Agency agrees to
remove all Monetary Exceptions at or prior to Closing.
(c) Palmer's Election. If the Agency does not elect to, or is deemed to have
elected not to, remove all exceptions disapproved by Palmer, Palmer may, no later than ten (10)
business days after expiration of the ten (10) business day period described in Section 4(b), elect
by written notice to the Agency to either (a) continue this Agreement and proceed with Closing,
in which event the disapproved exceptions that the Agency has not elected to remove shall
become Permitted Exceptions, or (b) terminate this Agreement without liability to either party, in
which case all of the parties' rights and obligations hereunder (other than those which are
intended to survive such termination by the express terms hereo� shall terminate as we1L Upon
such termination, each party shall promptly take any and all actions necessary to cancel
"Escrow" (as defined below) and to cause any documents or monies deposited therein to be
returned to the depositing party.
(d) New Exceptions. The notice and response procedure of this Section 4
shall be repeated for any additional title exceptions of which Palmer is notified by the Title
Company after the Execution Date, except that if the time period for delivery of any notice
extends beyond the Closing Date, then the Closing shall be extended for whatever period of time
is necessary to accommodate such notice period(s). Notwithstanding any other provision of this
Agreement, the Agency shall not record or authorize for recording any lien or encumbrance
against the Agency Property that would extend beyond the Closing Date without the prior written
approval of Palmer.
5. Title Review of the Palmer Pronertv. The Agency has been furnished with and
hereby acknowledges receipt of a preliminary commitment for the Palmer Property ("Palmer
Property Title CommitmenY'), together with complete and legible copies of all documents
referred to as exceptions identified in Schedule B thereof. The Agency shall conduct its review
of the Title Commitment in accordance with the following procedures:
(a) The A�encv's Notice. The Agency shall have ten (10) business days after
the Execution Date to notify Palmer in writing of its approval and/or disapproval of each
exception in Schedule B of the Palmer Property Title Commitment ("Palmer Title Matters").
Exceptions not disapproved by the Agency within this time period shall automatically be deemed
Permitted Exceptions. Notwithstanding the foregoing, Monetary Exceptions shall be
automatically deemed disapproved.
P6402-0201\1332518v2.doc
2
(b) Palmer's Notice. Palmer shall have ten (10) business days after receipt of
the Agency's notification in which to notify the Agency whether or not it elects to cure or
remove any of the disapproved exceptions identified in Agency's notice pursuant to Section 5(a).
Palmer's failure to so notify the Agency within this time period shall constitute Palmer's election
to not remove any such exceptions. Palmer shall remove all exceptions it elects to remove on or
before Closing. Notwithstanding the foregoing, Palmer agrees to remove all Monetary
Exceptions at or prior to Closing.
(c) The A�encv's Election. If Palmer does not elect to, or is deemed to have
elected not to, remove all exceptions disapproved by the Agency, the Agency may, no later than
ten (10) business days after expiration of the ten (10) business day period described in Section
5(b), elect by written notice to Palmer to either (a) continue this Agreement and proceed with the
Closing, in which event the disapproved exceptions that Palmer has not elected to remove shall
become Permitted Exceptions, or (b) terminate this Agreement without liability to either party, in
which case all of the parties' rights and obligations hereunder (other than those which are
intended to survive such termination by the express terms hereo� shall terminate as well. Upon
such termination, each party shall promptly take any and all actions necessary to cancel Escrow
and to cause any documents or monies deposited therein to be returned to the depositing party.
(d) New Excentions. The notice and response procedure of this Section 5
shall be repeated for any additional title exceptions of which the Agency is notified by the Title
Company after the Execution Date, except that if the time period for delivery of any notice
extends beyond the Closing Date, then the Closing shall be extended for whatever period of time
is necessary to accommodate such notice period(s). Notwithstanding any other provision of this
Agreement, Palmer shall not record or authorize for recording any lien or encumbrance against
the Palmer Property that would extend beyond the Closing Date without the prior written
approval of the Agency.
6. The A�encv's Due Dili�ence Contineencv.
(a) Due Dili�ence. The Agency's obligation to acquire the Palmer Property
and Palmer's obligations to convey the Palmer Property to the Agency are contingent upon the
Agency determining, in the exercise of its sole and absolute discretion, that it is satisfied with its
due diligence of all aspects of the Palmer Property ("Agency Due Diligence Contingency").
(b) Propertv Documents. Within ten (10) business days after the Execution
Date, Palmer shall provide to the Agency copies of any and all information regarding the Palmer
Property in Palmer's possession or control, including but not limited to the following: soil
reports, environmental or hazardous waste studies, engineering studies or any other studies or
reports relating to the physical condition of the property or any agreements relating to the
physical condition or use and development of the Palmer Property, if any ("Palmer Property
Documents").
(c) Ri�ht of Access. The Agency and its agents, employees and designees
shall be afforded reasonable access and entry onto the Palmer Property during the Due Diligence
Period to conduct such studies, tests, inspections and other investigations as determined by the
Agency in its sole and absolute discretion in order to fully investigate the Palmer Property. All
3
P6402-0201\1332518v2.doc
such studies, tests, inspections and other investigations shall occur at the Agency's sole cost and
expense. The Agency shall provide Palmer with at least two (2) business days' advance written
notice prior to entering upon the Palmer Property. The Agency shall indemnify, defend and hold
Palmer harmless from any claim, liability, loss or expense asserted against Palmer or the Palmer
Property in connection with the Agency's or its agents', employees' and designees' entry on the
Palmer Property, and, so long as this Agreement has not been terminated by the Agency due to
Palmer's nonperformance, the Agency shall provide Palmer, at no cost to Palmer, copies of all
reports issued in connection with the tests, studies, inspections and/or other investigations
conducted by the Agency on the Palmer Property.
(d) Due Dili�ence Period. The Agency shall have thirty (30) days from the
Execution Date ("Agency Due Diligence Period") within which to determine the Agency's
satisfaction in its sole and absolute discretion with the Agency Due Diligence Contingency. If
the Agency is not satisfied with the Agency Due Diligence Contingency within the Agency Due
Diligence Period, the Agency may terminate this Agreement by delivering written notice of such
termination to Palmer on or before the expiration of the Agency Due Diligence Period, in which
case all of the parties' rights and obligations hereunder (other than those which are intended to
survive such termination by the express terms hereo fl shall terminate as well. Upon such
termination, each party shall promptly take any and all actions necessary to cancel Escrow and to
cause any documents or monies deposited therein to be returned to the depositing party. If the
Agency does not provide written notice of termination of this Agreement within the Agency Due
Diligence Period, the Agency Due Diligence Contingency shall be deemed to have been satisfied
and waived, and this Agreement shall continue in full force and effect.
(e) Condition of the Palmer Pronertv. The waiver or satisfaction of the
Agency Due Diligence Contingency shall constitute the Agency's determination that it is
satisfied with its investigation of the condition of the Palmer Property and all material facts
bearing on its purchase of the Palmer Property. Except for Palmer's express representations and
warranties under this Agreement, the Agency will acquire the Palmer Property "AS IS", with any
and all faults and defects.
7. Palmer's Due Dili�ence Contin�encv.
(a) Due Dilieence. Palmer's obligation to acquire the Agency Property and
the Agency's obligations to convey the Agency Property to Palmer are contingent upon Palmer
determining, in the exercise of its sole and absolute discretion, that it is satisfied with its due
diligence of all aspects of the Agency Property ("Palmer Due Diligence Contingency").
(b) Pronertv Documents. Within ten (10) business days after the Execution
Date, the Agency shall provide to Palmer copies of any and all information regarding Agency
Property in the Agency's possession or control, including but not limited to the following: soil
reports, environmental or hazardous waste studies, engineering studies or any other studies or
reports relating to the physical condition of the property or any agreements relating to the
physical condition or use and development of the Agency Property, if any ("Agency Property
Documents").
4
P6402-0201\1332518v2.doc
(c) Ri�ht of Access. Palmer and its agents, employees and designees shall be
afforded reasonable access and entry onto the Agency Property during the Due Diligence Period
to conduct such studies, tests, inspections and other investigations as determined by Palmer in its
sole and absolute discretion in order to fully investigate the Agency Property. All such studies,
tests, inspections and other investigations shall occur at Palmer's sole cost and expense. Palmer
shall provide the Agency with at least two (2} business days' advance written notice prior to
entering upon the Agency Property. Palmer shall indemnify, defend and hold the Agency
harmless from any claim, liability, loss or expense asserted against the Agency or the Agency
Property in connection with Palmer's or its agents', employees' and designees' entry on the
Agency Property, and, so long as this Agreement has not been terminated by Palmer due to the
Agency's nonperformance, Palmer shall provide the Agency, at no cost to the Agency, copies of
all reports issued in connection with such studies, tests, inspections and/or other investigations
conducted by Palmer on the Agency Property.
(d) Due Dili�ence Period. Palmer shall have thirty (30) days from the
Execution Date ("Palmer Due Diligence Period") within which to determine Palmer's
satisfaction in its sole and absolute discretion with the Palmer Due Diligence Contingency. If
Palmer is not satisfied with the Palmer Due Diligence Contingency within the Palmer Due
Diligence Period, Palmer may terminate this Agreement by delivering written notice of such
termination to the Agency on or before the expiration of the Palmer Due Diligence Period, in
which case all of the parties' rights and obligations hereunder (other than those which are
intended to survive such termination by the express terms hereo� shall terminate as well. Upon
such termination, each party shall promptly take any and all actions necessary to cancel Escrow
and to cause any documents and monies deposited therein to be returned to the depositing party.
If Palmer does not provide written notice of termination of this Agreement within the Palmer
Due Diligence Period, the Palmer Due Diligence Contingency shall be deemed to have been
satisfied and waived, and this Agreement shall continue in full force and effect.
(e) Condition of the A�encv Propertv. The waiver or satisfaction of the
Palmer Due Diligence Contingency shall constitute Palmer's determination that it is satisfied
with its investigation of the condition of the Agency Property and all material facts bearing on its
acquisition of the Agency Property. Except for the Agency's express representations and
warranties contained in this Agreement, Palmer will acquire the Agency Property "AS IS", with
any and all faults and defects.
8. Escrow and Closin�.
(a) Onenin� of Escrow. For the purposes of this Agreement, the escrow
("Escrow") shall be deemed opened (the "Opening of Escrow") on the date that Escrow Holder
receives a copy of this Agreeinent fully executed by Agency and Palmer. Escrow Holder shall
promptly notify Agency and Palmer in writing of the date of the Opening of Escrow. Agency
and Palmer agree to execute, deliver and be bound by any reasonable or customary supplemental
escrow instructions or other instruments reasonably required by Escrow Holder to consummate
the transaction contemplated by this Agreement; provided, however, that no such instruments
shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If
there is any conflict or inconsistency between the terms of such instruments and the terms of this
Agreement, then the terms of this Agreement shall control.
5
P6402-0201 \ l 3325 I 8v2.doc
(b) Closine. For purposes of this Ageement, the "Closing" shall be the date
that both the "Agency Deed" and the "Palmer Deed" (as those terms are defined below) are
recorded pursuant to applicable law in the Official Records of the County of Riverside,
California. Unless changed in writing by Agency and Palmer, and provided all of Agency's
Contingencies and Palmer's Contingencies have been satisfied ar waived in writing by Agency
and Palmer, respectively, the Closing shall occur on the Closing Date; provided, however, that if
either Agency or Palmer is not prepared for the Closing, the Closing Date shall automatically be
extended by three (3) business days. In no event shall the Closing occur sooner than the fifteen
(15) day following approval or waiver of the last of Agency's Contingencies and Palmer's
Contingencies, unless a sooner date is mutually approved. In no event shall the Closing occur
after, and this Agreement shall automatically terminate if the Closing has not occurred on or
before, Apri130, 2011.
9. A�encv's Conditions Precedent and Termination Ri�ht.
(a) A�encv's Conditions Precedent. The Closing and Agency's obligation to
consummate the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following conditions precedent (collectively, "Agency's
Contingencies"), which are for Agency's benefit only.
(i) Due Dili�ence Contin�encv. The Agency's Due Diligence
Contingency has been satisfied or waived.
(ii) Title Policv. On or before the Closing, the Title Company shall,
upon payrnent of the Title Company's regularly scheduled premium, have agreed to issue to
Agency a CLTA standard coverage owner's policy of title insurance naming Agency as the
insured (such policy being referred to herein as the "Agency's Title Policy") in the amount of
Three Hundred Two Thousand Five Hundred Dollars ($302,500.00) showing fee title to the
Palmer Property vested solely in the Agency and subject only to (i) the standard, preprinted
exceptions to the Agency's Title Policy (but not including any arbitration rights); (ii) a lien (or
liens) to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters
affecting the Palmer Property created by or approved by the Agency; and (iv) Permitted
Exceptions.
(iii) No Chan�es. As of the Closing, the physical condition of the
Palmer Property shall be substantially the same as the condition existing as of the expiration of
the Agency Due Diligence Period.
(iv) Renresentations and Warranties. All representations and
warranties of Palmer contained in this Agreement shall be materially true and correct as of the
date made and as of the Closing with the same effect as if those representations and warranties
were made at and as of the Closing.
defined below).
(v) No Default. As of the Closing, Palmer shall not be in Default (as
(b) Termination Ri�ht. Should any of Agency's Contingencies not be met,
Agency may, by written notice to Palmer, terminate this Agreement. In the event that this
P6402-0201\1332518v2.doc
.:�
Agreement is so terminated, any escrow, title or other cancellation fees shall be shared equally
by Agency and Palmer unless Palmer is in default hereunder, in which case Palmer shall pay all
such fees.
(c) Waiver. The Agency may waive any of Agency's Contingencies.
10. Palmer's Conditions Precedent and Termination Risht.
(a) Palmer's Conditions Precedent. The Closing and Palmer's obligation to
consummate the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following conditions precedent (collectively, "Palmer's
Contingencies"), which are for Palmer's benefit only.
(i) Due Dili�ence Contin�encv. Palmer's Due Diligence Contingency
has been satisfied or waived.
(ii) Title Policv. On or before the Closing, the Title Company shall,
upon payment of the Title Company's regularly scheduled premium, have agreed to issue to
Palmer a ALTA standard coverage owner's policy of title insurance naming Palmer, as the
insured (such policy being referred to herein as "Palmer's Title Policy") in the amount of
Seventy-One Thousand Six Hundred Eighty-Two Dollars ($71,682.00) showing fee title to the
Agency Property vested solely in Palmer and subject only to (i) the standard, preprinted
exceptions to Palmer's Title Policy (but not including any arbitration rights); (ii) a lien (or liens)
to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting
the Agency Property created by or approved by Palmer; and (iv) Permitted Exceptions.
(iii) No Chan�es. As of the Closing, the physical condition of the
Agency Property shall be substantially the same as the condition existing as of the expiration of
the Palmer Due Diligence Period.
(iv) Representations and Wa.rranties. All representations and
warranties of Agency contained in this Agreement shall be materially true and correct as of the
date made and as of the Closing with the same effect as if those representations and warranties
were made at and as of the Closing.
(v) No Default. As of the Closing, Agency shall not be in Default.
(b) Termination Ri�ht. Should any of Palmer's Contingencies not be met,
Palmer may, by written notice to Agency, terminate this Agreement. In the event that this
Agreement is so terminated, any escrow, title or other cancellation fees shall be shared equally
by Agency and Palmer unless Agency is in default hereunder, in which case Agency shall pay all
such fees.
(c) Waiver. Palmer may waive any of Palmer's Contingencies.
11. A�encv's Deliveries to Escrow Holder. On or before the Closing, Agency shall
deposit, or cause to be deposited, with Escrow Holder the following items, duly executed and,
where appropriate, acknowledged ("Agency's Delivered Items"):
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(a)
�)
"Agency Deed").
Pavments. The Cash Payment.
Deed. The grant deed in the form attached hereto as Exhibit C(the
(c) FIRPTA. The Certification of Non-Foreign Status in accordance with
Internal Revenue Code Section 1445 (the "Agency FIRPTA Certificate").
(d) 593-C Form. A Withholding Exception Certificate (Form 593(c)) as
contemplated by California Revenue and Taxation Code § 18662 (the "Agency Withholding")
(e) Lease A�reement. The Lease Agreement.
( fl Authoritv. Such evidence of Agency's authority and authorization to enter
into this Agreement and to consummate the Closing as may be reasonably requested by Palmer
and/or the Title Company.
(g) Further pocuments, Funds or Items. Any other documents, funds or
items, including, but not limited to, funds sufficient to pay for "Agency's Costs" (as defined
below), reasonably required for the Closing.
12. Palmer's Deliveries to Escrow Holder. On or before the Closing, Palmer shall
deposit, or cause to be deposited, with Escrow Holder the following items, duly executed and,
where appropriate, acknowledged ("Palmer's Delivered Items"):
(a)
(b)
"Palmer Deed").
Pavments. The Palmer Cash Payrnent.
Deed. The grant deed in the form attached hereto as Exhibit D(the
(c) FIRPTA. The Certification of Non-Foreign Status in accordance with
Internal Revenue Code Section 1445 (the "Palmer FIRPTA Certificate").
(d) 593-C Form. A Withholding Exception Certificate (Form 593(c)) as
contemplated by California Revenue and Taxation Code § 18662 (the "Palmer Withholding")
(e) Lease A�reement. The Lease Agreement.
(� Authoritv. Such evidence of Palmer's authority and authorization to enter
into this Agreement and to consummate the Closing as may be reasonably requested by Agency
and/or the Title Company.
(g) Further pocuments, Funds or Items. Any other documents, funds or
items, including, but not limited to, funds sufficient to pay for "Palmer's Costs" (as defined
below), reasonably required for the Closing.
P6402-0201\1332518v2.doc
13. Costs and Expenses.
(a} A�encv Costs. If the Closing is consuinmated, then Agency shall bear the
following costs and expenses: (i) the Escrow Holder's fee; (ii) the cost of the Agency's Title
Policy and Paliner's Title Policy; (iii) all document recording fees; (iv) the cost of all
endorsements to Agency's Title Policy; (v) Agency's share of all charges prorated under this
Agreement; and (vi) all documentary transfer taxes (collectively, "Agency's Costs").
(b) Palmer Costs. If the Closing is consummated, then Palmer shall bear the
following costs and expenses: (i) the cost of all endorsements to Palmer's Title Policy; and
(ii) Palmer's share of all charges prorated under this Agreement (collectively, "Palmer's Costs").
(c) Generallv. If, through no fault of either Agency or Palmer, the Closing
fails to take place, Agency and Palmer shall share equally all of Escrow Holder's fees and
charges; provided, however, that if the Closing fails to occur as the result of the Default of either
party, then such defaulting party shall bear all Escrow Holder's fees and expenses. Each party
shall bear the costs of its own attorneys and consultants in connection with the negotiation and
preparation of this Agreement and the consummation of the Closing. All other costs and
expenses (except as set forth in this Section 13) shall be allocated between Agency and Palmer in
accordance with the customary practice of the County of Riverside, California. The items
provided in this Section 13(c) are hereinafter referred to as "General Expenses."
14. Prorations. Property taxes and assessments will be prorated as of the Closing
based on a 30 day month and 360 day year.
15. Closin� Procedure. When the Title Company is ready to issue Agency's Title
Policy and Palmer's Title Policy and all required documents and funds have been deposited with
Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order
provided below.
(a) Recordin�. Escrow Holder shall cause the Agency Deed, the Palmer
Deed, and any other documents that the parties may mutually direct, to be recorded pursuant to
applicable law in the Official Records of the County of Riverside, California, and obtain
conformed copies thereof for distribution to Agency and Palmer.
(b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein)
all Agency's Costs, Palmer's Costs and General Expenses, disburse the Cash Payment to Palmer
and disburse the remaining funds, if any, to the party entitled thereto.
(c) Documents to Asencv. Escrow Holder shall deliver to Agency the
original Palmer FIRPTA Certificate, Palmer Withholding, a conformed copy of both the Palmer
Deed and the Agency Deed, and a fully executed copy of the Lease Ageement.
(d) Documents to Palmer. Escrow Holder shall deliver to Palmer the original
Agency FIRPTA Certificate, Agency Withholding, and a conformed copy of both the Palmer
Deed and the Agency Deed, and a fully executed copy the Lease Agreement.
P6402-020111332518 v2.doc
�
(e) Title Policv. Escrow Holder shall cause the Title Company to issue
Agency's Title Policy to Agency and Palmer's Title Policy to Palmer.
(� Closin� Statement. Escrow Holder shall forward to both Agency and
Palmer a separate accounting of all funds received and disbursed for each party in connection
with the Closing.
(g) Informational Renorts. Escrow Holder shall file any information reports
required by Internal Revenue Code Section 6045(e), as amended.
16. Representations and Warranties.
(a) A�encv's Revresentations and Warranties. In consideration of Palmer
entering into this Agreement and as an inducement to Palmer to acquire the Agency Property,
Agency makes the following representations and warranties as of the Execution Date and at and
as of the Closing, each of which is material and is being relied upon by Palmer.
(i) Power. Agency has the legal power, right and authority to enter
into this Agreement and the instruments attached hereto and referenced herein, and to
consummate the transaction contemplated hereby.
(ii) Reauisite Action. All requisite action has been taken by Agency in
connection with entering into this Agreement and the instruments referenced herein; and, by the
Closing, all such necessary action will have been taken to authorize the consummation of the
transaction contemplated hereby. By the Closing no additional consent of any administrative
body, governmental authority or other party shall be required for Agency to consummate the
transaction contemplated by this Ageement.
(iii) Individual Authoritv. The individuals executing this Agreement
and the instruments referenced herein on behalf of Agency have the legal power, right and actual
authority to bind Agency to the terms and conditions hereof and thereof.
(iv) No Conflict. Neither the execution or delivery of this Agreement
or the documents or instruments referenced herein, nor incurring the obligations set forth herein,
nor the consummation of the transaction contemplated herein, nor compliance with the terms of
this Agreement or the documents or instruments referenced herein or therein conflict with or
result in the material breach of any terms, conditions or provisions of, or constitute a default
under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage,
deed of trust, loan, lease or other agreement or instrument to which any of the Agency is a party
or that affect the Agency Property.
(v) No Bankruntcv. No bankruptcy or other insolvency proceeding
has been filed or threatened by or against the Agency.
(vi) Pronertv Documents. All of the copies of the Agency Property
Documents delivered to Palmer are true and complete copies of their respective originals.
10
P6402-0201 \ l 3 32518 v2. doc
(vii) Combliance with Laws and Codes. Agency has not received any
written notice of any current alleged violations of any law, statute or regulation at or about the
Agency Property.
(viii) Environmental. Except as described in the Agency Property
Documents, or as otherwise disclosed in writing to Palmer prior to the end of the Due Diligence
Period, to Agency's actual knowledge, there are no Hazardous Substances or materials located
on or under the Agency Property and Agency has received no notice of any Hazardous Materials
located on or under the Agency Property.
(ix) No Defaults. Agency has received no written notice of default
under any of the Agency Property Documents or Agency Title Matters, nor has Agency received
written notice of any event that with notice or the passage of time, or both, would constitute a
default thereunder.
(x) No Liens or Prior Transfers. Agency has not previously assigned,
transferred, conveyed or encumbered (or entered into any agreement to do any of the foregoing)
any or all of its right, title or interest in or to the Agency Property.
(xi) No Tax or Economic Advice. Agency has not received or relied
on any tax or economic advice from Palmer or Palmer's Counsel with respect to the transactions
contemplated by this Agreement or to the economic advisability or feasibility of such•
transactions.
(b) Palmer's Representations and Warranties. In consideration of Agency
entering into this Agreement and as an inducement to Agency to acquire the Palmer Property,
Palmer makes the following representations and warranties as of the Execution Date and at and
as of the Closing, each of which is material and is being relied upon by Agency.
(i) Power. Palmer has the legal power, right and authority to enter
into this Agreement and the instruments attached hereto and referenced herein, and to
consummate the transaction contemplated hereby.
(ii) Reauisite Action. All requisite action has been taken by Palmer in
connection with entering into this Agreement and the instruments referenced herein; and, by the
Closing, all such necessary action will have been taken to authorize the consummation of the
transaction contemplated hereby. By the Closing no additional consent of any individual,
director, shareholder, partner, member, manager, trustee, trustor, beneficiary, creditor, investor,
judicial or administrative body, governmental authority or other party shall be required for
Palmer to consummate the transaction contemplated by this Agreement.
(iii) Individual Authoritv. The individuals executing this Ageement
and the instruments referenced herein on behalf of Palmer have the legal power, right and actual
authority to bind Palmer to the terms and conditions hereof and thereof.
(iv) No Conflict. Neither the execution or delivery of this Agreement
or the documents or instruments referenced herein, nor incurring the obligations set forth herein,
nor the consummation of the transaction contemplated herein, nor compliance with the terms of
11
P6402-0201\1332518v2.doc
this Agreement or the documents or instruments referenced herein or therein conflict with or
result in the material breach of any terms, conditions or provisions of, or constitute a default
under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage,
deed of trust, loan, lease or other agreement or instrument to which Palmer is a party or that
affect the Palmer Property.
(v) No Bankrut�tcv. No bankruptcy or other insolvency proceeding
has been filed or threatened by or against Palmer.
(vi) Pronertv Documents. All of the copies of the Palmer Property
Documents delivered to Agency are true and complete copies of their respective originals.
(vii) Compliance With Laws and Codes. Palmer has not received any
written notice of any current alleged violations of any law, statute or regulation at or about the
Palmer Property.
(viii) Environmental. Except as described in the Palmer Property
Documents, or as otherwise disclosed in writing to Agency prior to the end of the Agency Due
Diligence Period, to Palmer's actual knowledge, there are no toxic or otherwise hazardous
substances or materials located on or under the Palmer Property and Palmer has received no
notice of any Hazardous Materials located on or under the Palmer Property.
(ix) No Defaults. Palmer has received no written notice of default
under any of the Palmer Property Documents or the Palmer Title Matters, nor has Palmer
received written notice of any event that with notice or the passage of time, or both, would
constitute a default thereunder.
(x) No Liens or Prior Transfers. Palmer has not previously assigned,
transferred, conveyed or encumbered (or entered into any agreement to do any of the foregoing)
any or all of its right, title or interest in or to the Palmer Property.
(xi) No Tax or Economic Advice. Palmer has not received or relied on
any tax or economic advice from Agency or Agency's Counsel with respect to the transactions
contemplated by this Agreement or to the economic advisability or feasibility of such
transactions.
17. Events of Default and Ri�hts of Termination and Other Remedies.
(a) Defaults — General. Failure or delay by either party to perform any term
or provision of this Agreement shall constitute a"Default" under this Agreement fifteen (15)
days following receipt of written notice specifying the default complained of. Notwithstanding
the foregoing, a failure in performance by the Agency for the reason described in
Section 17(c)(iii) below shall not constitute a Default under this Agreement.
(b) Institution of Le�al Actions. In addition to any other rights or remedies,
either party may institute legal action to cure, correct, or remedy any default, to recover damages
for any default, or to obtain specific performance or any other remedy consistent with the
purpose of this Agreement, except that there shall be no right to terminate this Agreement except
12
P6402-0201 \ I 332518v2.doc
as set forth in Sections 17(c) and 17(d). Such legal actions must be instituted in the Superior
Court of the County of Riverside, State of California, in any other appropriate court in that
County, or in the Federal District Court in the Central District of California.
(c) Ri�ht of Termination bv A�encv Prior to Convevance. In addition to any
other remedies at law or equity available to Agency, Agency may terminate this Agreement if
(1) any of the events described in (i), (ii) or (iii) below occurs, (2) any pertinent cure period
applicable thereto has expired and such Default remains uncured, and (3) Agency delivers a
written termination notice to Palmer.
(i) Palmer fails to perform a material obligation hereunder, which
failure constitutes a Default; or
(ii) Any condition precedent to Agency's obligation to convey the
Agency Property has not been satisfied as and at the times provided in this Agreement; or
(iii) Legislation is enacted by the State of California after the execution
Date which, in the opinion of counsel to the Agency, may materially impair or prohibit the
purchase of the Palmer Property or the conveyance of the Agency Property in the manner
consistent with the provisions of this Agreement.
Upon any such termination by Agency in accordance with this Section 17(c),
(A) any remaining rights of Palmer regarding the Agency Property, or arising from this
Agreement, shall be deemed terminated; (B) except in the event of a Default, neither Palmer nor
Agency shall have any further rights against or liability to the other under this Agreement
regarding the Agency Property; and (C) all monies or documents deposited by any party into the
Escrow shall be returned to the party making such deposit.
(d) Ri�ht of Termination bv Palmer Prior to Convevance. In addition to any
other remedies at law or equity available to Palmer, Palmer may terminate this Agreement if
(1) any of the events described in (i), (ii) or (iii) below occurs, (2) any pertinent cure period
applicable thereto has expired and such Default remains uncured and (3) Palmer delivers a
written termination notice to Agency:
(i) Agency fails to perform a material obligation hereunder, which
failure constitutes a Default; or
(ii) Any condition precedent to Palmer's obligation to purchase the
Agency Property has not been satisfied as and at the times provided in this Agreement; or
(iii) The Agency has failed to perform its obligations under this
Agreement for the reason described in Section 17(c)(iii) above.
Upon any such termination by Palmer in accordance with this Section 17(d), (A)
any remaining rights of Agency regaxding the Palmer Property, or arising from this Agreement,
shall be deemed terminated; (B) except in the event of a Default, neither Palmer nor Agency
shall have any further rights against or liability to the other under this Agreement regarding the
13
P6402-0201\1332518v2.doc
Palmer Property; and (C) all monies or documents deposited by any party into the Escrow shall
be returned to the party making such deposit.
18. General Provisions.
(a) Entire A�reement. THE PARTIES HERETO EXPRESSLY AGREE
AND CONFIRM THAT THIS AGREEMENT IS EXECUTED WITHOUT RELIANCE ON
ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR PROMISES OF ANY
KIND WHICH ARE NOT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS
AGREEMENT SUPERSEDES ANY PRIOR AGREEMENTS, NEGOTIATIONS AND
COMMUNICATIONS, ORAL OR WRITTEN, AND CONTAINS THE ENTIRE
AGREEMENT BETWEEN, AND THE FINAL EXPRESSION OF, AGENCY AND PALMER
WITH RESPECT TO THE SUBJECT MATTER HEREOF. NO SUBSEQUENT
AGREEMENT, REPRESENTATION OR PROMISE MADE BY EITHER PARTY HERETO,
OR BY OR TO AN EMPLOYEE, OFFICER, AGENT OR REPRESENTATIVE OF EITHER
PARTY HERETO SHALL BE OF ANY EFFECT UNLESS IT IS IN WRITING AND
EXECUTED BY THE PARTY TO BE BOUND THEREBY.
(b) Dama�e to A�encv Propertv. If, prior to the Closing, all or any portion of
the Agency Property is damaged by any earthquake, flood, severe precipitation or other casualty
(collectively, for purposes of this Section 18(b) only, "Damage") which materially adversely
affects the development of the Agency Property, then the following procedures shall apply:
(i) Less than $50,000. If the estimated aggregate cost of repair and/or
replacement of the Damage is Fifty Thousand and No/100 Dollars ($50,000.00) or less, Palmer
shall: (A) proceed with the Closing and take the Agency Property subject to such Damage; and
(B) be entitled to receive any insurance proceeds for such Damage.
(ii) Greater than $50,000. If the estimated aggregate cost of repair
and/or replacement is greater than Fifty Thousand and No/100 Dollars ($50,000.00) as
reasonably determined by Palmer, Palmer may elect to either: (A) terminate this Agreement by
written notice to Agency, and neither party shall have any further liability to the other hereunder,
except as otherwise provided herein; or (B) proceed with the Closing and take the Agency
Property subject to such Damage by giving written notice to Agency within thirty (30) days after
the date of such Damage, in which case Palmer shall be entitled to receive any insurance
proceeds for such Damage.
(c) Dama�e to the Palmer Propertv. If, prior to Closing, all or any portion of
the Palmer Property is damaged by earthquake, food, severe precipitation or other casualty
(collectively, for purposes of this Section 19(c) only, "Damage") that materially adversely affects
the developability of the Palmer Property, then the following procedures shall apply:
(i} Less than $50.000. If the estimated aggregate cost of repair and/or
replacement of the Damage is Fifty Thousand and No/100 Dollars ($50,000.00) or less, Agency
shall: (A) proceed with the Closing and take the Palmer Property subject to such Damage; and
(B) be entitled to receive any insurance proceeds for such Damage.
14
P6402-0201\1332518v2.doc
(ii) Greater than $50,000. If the estimated aggregate cost of repair
and/or replacement is greater than Fifty Thousand and No/100 Dollars ($50,000.00) as
reasonably determined by Agency, Agency may elect to either: (A) terminate this Agreement by
written notice to Palmer, and neither party shall have any further liability to the other hereunder,
except as otherwise provided herein; or (B} proceed with the Closing and take the Palmer
Property subject to such Damage by giving written notice to Palmer within thirty (30) days after
the date of such Damage, in which case Agency shall be entitled to receive any insurance
proceeds for such Damage.
(d) Condemnation. If any portion of the Agency Property shall be taken or
appropriated by a public or quasi public authority exercising the power of eminent domain,
Palmer shall have the right, at its option, to (i) terminate this Agreement, or (ii) proceed with the
acquisition of the Agency Property and receive all of the award or payment made in connection
with such taking. If any portion of the Palmer Property shall be taken or appropriated by a
public or quasi public authority exercising the power of eminent domain, Agency shall have the
right, at its option, to (1) terminate this Agreement, or (2) proceed with the acquisition of the
Palmer Property and receive all of the award or payrnent made in connection with such taking.
(e) Notices. 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 (i) in person, (ii) by certified mail,
postage prepaid, retunl receipt requested, (iii) by facsimile, or (iv) by a commercial overnight
courier that guarantees next day delivery and provides a receipt, and addressed to the parties at
the addresses stated in the "Defined Terms" section at the beginning of this Agreement , or at
such other address as either party may hereafter notify the other in writing as aforementioned.
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 evidenced by confirmed answerback if by
facsimile (provided that if any notice or other communication to be delivered by facsimile is
unable to be transmitted because of a problem affecting the receiving party's facsimile machine,
the deadline for receiving such notice or other communication shall be extended through the next
business day), 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 electronic mail shall be effective to give any notice, request, direction,
demand, consent, waiver, approval or other communications hereunder.
( fl Brokers. Each party hereto hereby represents and warrants to the other
that it has dealt with no broker or finder in connection with this transaction. Each party hereto
agrees to indemnify, defend and hold harmless the other party from and against any and all
losses, liens, claims, judgments, liabilities, costs, expenses or damages (including reasonable
attorneys' fees and court costs) of any kind or character arising out of or resulting from any
agreement, arrangement or understanding alleged to have been made by such party or on its
behalf with any broker or finder in connection with this Agreement or the transaction
contemplated hereby. The foregoing indemnity shall survive the Closing or the termination of
this Agreement and shall not be limited by any provision of this Agreement.
P6402-0201\1332518v2.doc
15
(g) Le�al Fees. If either Agency or Palmer brings any action or suit against
the other for any matter relating to or arising out of this Agreement, or if either party appears in
any bankruptcy proceeding relating to the other party, then the prevailing party in such action,
suit or proceeding, whether by final judgment or out of court settlement, shall be entitled to
recover from the other party all costs and expenses of suit, including actual attorneys' fees. Any
judgment or order entered in any final judgment shall contain a specific provision providing for
the recovery of all costs and expenses of suit, including actual attorneys' fees incurred in
enforcing, perfecting and executing such judgment. For the purposes of this Section 19(g), such
costs and expenses shall include, but not be limited to, in-house and outside attorneys' fees, costs
and expenses incurred in the following: (i) post judgment motions; (ii) contempt proceedings;
(iii) garnishment, levy, and debtor and third party examinations; (iv) discovery; (v) bankruptcy
proceedings and appearances; and (vi) appeals.
(h) Assi�nment. Neither party may assign, transfer or convey its rights under
this Agreement without the consent of the other party, which may be granted or withheld in its
sole and absolute discretion. With respect to any assignment, transfer or conveyance permitted
pursuant to this Section 19(h), the assignor shall provide the other party with an executed copy of
an agreement between the assignor and any such assignee whereby such assignee assumes and
agrees to perform the assignor's obligations hereunder with respect to transferring and/or
obtaining title to the Palmer Property/Agency Property, as applicable, at least five (5) business
days before the Closing. No such permitted assignment, transfer or conveyance shall release
Agency or Palmer from their obligations hereunder. Any assignment, transfer or conveyance in
violation of this Section 19(h) shall be null and void but shall nonetheless constitute a
default/breach by the party attempting to complete any such prohibited assignment, transfer or
conveyance.
(i) Survival. Except as expressly provided herein to the contrary, none of the
covenants, representations, warranties, releases, waivers and indemnities set forth in this
Agreement shall survive the Closing or the earlier termination of this Agreement.
(j) Cooberation. Agency and Palmer agree to execute such instruments and
documents and to diligently undertake such actions as may be reasonably required in order to
consummate the Closing and shall use commercially reasonable efforts to accomplish the
Closing in accordance with the provisions hereof.
(k) Comnutation of Time Periods. If the Closing or any other date or time
period provided for in this Agreement is or ends on a Saturday, Sunday, or federal, state or legal
holiday, then such date shall automatically be extended until 5:00 p.m., Pacific Time on the next
day that is not a Saturday, Sunday, or federal, state or legal holiday.
(1) Counteraarts; Facsimile Si�natures. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute but one and the same instrument. A facsimile signature shall be deemed an original
signature.
(m) Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
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P6402-0201 \ I 332518v2.doc
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
(n) No Obligations to Third Parties. The execution and delivery of this
Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this
Agreement to, any person or entity other than the parties hereto.
(o) Exhibits. The exhibits attached hereto are incorporated herein by this
reference for all purposes.
(p) Amendment to this A�reement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
(q) Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
(r) Applicable Law. This Ageement shall be governed by and construed in
accordance with the local law of the State of California.
(s) Successors and Assi�ns. This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties hereto.
(t) Construction. The parties hereto hereby acknowledge and agree that
(i) each party hereto is of equal bargaining strength; (ii) each party has actively participated in
the drafting, preparation and negotiation of this Agreement; (iii) this Agreement has been heavily
negotiated and represents an arm's length transaction and the culmination of several months of
drafting and negotiation; (iv) each party has consulted with such party's own independent
counsel and such other professional advisors as such party has deemed appropriate, relating to
any and all matters contemplated under this Agreement; (v) each party and such party's counsel
and advisors have reviewed this Agreement; (vi) each party has agreed to enter into this
Agreement following such review and the rendering of such advice; and (vii) any rule of
construction to the effect that ambiguities are to be resolved against the drafting parties shall not
apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto.
(u) As-Is Convevance/A�encv Propertv. PALMER ACKNOWLEDGES
AND AGREES THAT PALMER WILL BE CONCLUDING THE ACQUISITION OF THE
AGENCY PROPERTY BASED SOLELY UPON PALMER'S INSPECTION AND
INVESTIGATION OF THE AGENCY PROPERTY, AND, EXCEPT WITH RESPECT TO
THE ACTIONS TO BE UNDERTAKEN BY AGENCY AND DESCRIBED IN SECTION 1
ABOVE, THAT PALMER WILL BE PURCHASING THE AGENCY PROPERTY ON AN
"AS IS, WHERE IS" BASIS, WITH ALL FAULTS, LATENT AND PATENT. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, PALMER ACKNOWLEDGES AND
AGREES THAT AGENCY HAS NOT MADE, IS NOT HEREBY MAKING AND AGENCY
HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED,
EXCEPT THOSE EXPRESSLY CONTAINED IN SECTION 16(a) OF THIS AGREEMENT,
ON WHICH PALMER IS RELYING AS TO ANY MATTER CONCERNING THE AGENCY
17
P6402-0201 \ I 3 32 518 v2. doc
PROPERTY,INCLUDING, WITHOUT LIMITATION, MATTERS RELATING TO THE
ZONING, LAND-USE OR OTHER ENTITLEMENTS, THE ENVIRONMENTAL
CONDITION OF THE AGENCY PROPERTY (INCLUDING, WITHOUT LIMITATION, THE
EXISTING ENVIRONMENTAL CONDITION), AND/OR SOILS, SEISMIC,
GEOTECHNICAL ANDIOR OTHER MATTERS RELATING TO THE CONDITION OF THE
AGENCY PROPERTY. PALMER ACKNOWLEDGES AND AGREES THAT ANY
INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE AGENCY
PROPERTY BY OR ON BEHALF OF AGENCY,INCLUDING, WITHOUT LIMITATION,
THE ENVIRONMENTAL REPORTS AND THE OTHER DOCUMENTS AND
INSTRUMENTS TO BE DELIVERED TO, OR OTHERWISE MADE AVAILABLE TO,
PALMER WAS OBTAINED FROM A VARIETY OF SOURCES, THAT AGENCY HAS
NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION, THAT ALL SUCH 1NFORMATION HAS BEEN AND SHALL BE
PROVIDED SOLELY AS AN ACCOMMODATION TO PALMER, THAT AGENCY MAKES
NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TRUTHFULNESS
OR COMPLETENESS OF SUCH INFORMATION. AS PART OF PALMER'S
AGREEMENT TO PURCHASE AND ACCEPT THE AGENCY PROPERTY "AS-IS,
WHERE-IS," AND "WITH ALL FAULTS", AND NOT AS A LIMITATION ON SUCH
AGREEMENT, PALMER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES
ANY AND ALL ACTUAL OR POTENTIAL CLAIMS OR RIGHTS AGAINST THE
AGENCY PARTIES (AS HEREINAFTER DEFINED) ARISING OUT OF THE
INACCURACY OR INCOMPLETENESS OF ANY MATERIALS SO FURNISHED,
ARISING OUT OF OR IN CONNECTION WITH THE ENVIRONMENTAL CONDITION OF
THE AGENCY PROPERTY AND ANY AND ALL ACTUAL OR POTENTIAL CLAIMS OR
RIGHTS PALMER MIGHT HAVE REGARDING ANY FORM OF REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE
AGENCY PROPERTY OTHER THAN IN CONNECTION WITH THOSE
REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN SECTION 16(a)
OF THIS AGREEMENT. SUCH WAIVER IS ABSOLUTE, COMPLETE, TOTAL AND
UNLIMITED IN ANY WAY. SUCH WAIVER INCLUDES, BUT IS NOT LIMITED TO, A
WAIVER OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF
FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY,
WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS, AND CLAIMS,
LIABILITIES, DEMANDS OR CAUSES OF ACTION OF EVERY KIND AND TYPE,
WHETHER STATUTORY, CONTRACTUAL OR UNDER TORT PRINCIPLES, AT LAW
OR 1N EQUITY, INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING DEFECTS
WHICH MIGHT HAVE BEEN DISCOVERABLE, CLAIMS REGARDING DEFECTS
WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS,
PRODUCT LIABILITY TYPE CLAIMS, ALL OTHER EXISTING OR LATER CREATED
OR CONCEIVED STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND
RIGHTS, AND ANY AND ALL CLAIMS RELATING TO THE ENVIRONMENTAL
CONDITION OF THE AGENCY PROPERTY. EFFECTIVE UPON THE CLOSING DATE,
AND TO THE FULLEST EXTENT PERMITTED BY LAW, PALMER HEREBY RELEASES,
DISCHARGES AND FOREVER ACQUITS AGENCY AND EVERY ENTITY AFFILIATED
WITH AGENCY AND ALL OF ITS AND THEIR RESPECTIVE PARTNERS, MEMBERS,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS AND
P6402-0201 \ 1332518v2.doc
:
AND CLAIMS, LIABILITIES, DEMANDS OR CAUSES OF ACTION OF EVERY KiND
AND TYPE, WHETHER STATUTORY, CONTRACTUAL OR UNDER TORT PRINCIPLES,
AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING
DEFECTS WHICH MIGHT HAVE BEEN DISCOVERABLE, CLAIMS REGARDING
DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY
CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ALL OTHER EXISTING OR LATER
CREATED OR CONCEIVED STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS
AND RIGHTS, AND ANY AND ALL CLAIMS RELATING TO THE ENVIRONMENTAL
CONDITION OF THE PALMER PROPERTY. EFFECTIVE UPON THE CLOSING DATE,
AND TO THE FULLEST EXTENT PERMITTED BY LAW, AGENCY HEREBY RELEASES,
DISCHARGES AND FOREVER ACQUITS PALMER AND EVERY ENTITY AFFILIATED
WITH PALMER AND ALL OF ITS AND THEIR RESPECTIVE PARTNERS, MEMBERS,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS AND
INDEPENDENT CONTRACTORS AND THE SUCCESSOR OF EACH AND EVERY ONE
OF THEM (COLLECTIVELY, THE "PALMER PARTIES") FROM ALL DEMANDS,
CLAIMS, LIABILITIES, OBLIGATIONS, COSTS AND EXPENSES WHICH AGENCY
MAY SUFFER OR INCUR RELATING TO THE PALMER PROPERTY. SPECIFICALLY,
AND NOT BY WAY OF LIMITATION, AGENCY HEREBY RELEASES, DISCHARGES
AND FOREVER ACQUITS THE PALMER PARTIES FROM ALL DEMANDS, CLAIMS,
LIABILITIES, OBLIGATIONS, COSTS AND EXPENSES ARISING OUT OF OR
OTHERWISE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PALMER
PROPERTY. AS PART OF THE PROVISIONS OF THIS SECTION, BUT NOT AS A
LIMITATION THEREON, AGENCY HEREBY AGREES, REPRESENTS AND WARRANTS
THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH
ARE KNOWN OR DISCLOSED, AND AGENCY HEREBY WAIVES ANY AND ALL
RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE
CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR
LOCAL LAWS, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION,
SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY
SIMILAR STATUTE, LAW, RULE OR REGULATION OF ANY OTHER STATE. AGENCY
ACKNOWLEDGES THAT SECTION 1542 OF THE CIVIL CODE OF THE STATE OF
CALIFORNIA PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTION THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR."
IN THIS CONNECTION AND TO THE FULLEST EXTENT PERMITTED BY LAW,
AGENCY HEREBY AGREES, REPRESENTS AND WARRANTS THAT AGENCY
REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO
AGENCY MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF
ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS,
LOSSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED
AND UNSUSPECTED, AND AGENCY FURTHER AGREES, REPRESENTS AND
WARRANTS THAT THE WAIVERS AND RELEASES HERElN HAVE BEEN
21
P6402-0201\1332518v2.doc
NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT
AGENCY NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND
ACQUIT THE PALMER PARTIES FROM ANY SUCH UNKNOWN CAUSES OF ACTION,
CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND
EXPENSES WHICH MIGHT 1N ANY WAY BE 1NCLUDED IN THE WAIVERS AND
MATTERS RELEASED AS SET FORTH IN THIS SECTION. THE PROVISIONS OF THIS
SECTION ARE MATERIAL AND INCLUDED AS A MATERIAL PORTION OF THE
CONSIDERATION GIVEN TO PALMER BY AGENCY IN EXCHANGE FOR PALMER'S
PERFORMANCE HEREUNDER. PALMER HAS GIVEN AGENCY MATERIAL
CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR AGENCY
AGREEING TO THE PROVISIONS OF THIS SECTION. PALMER AND AGENCY HAVE
EACH INITIALED THIS SECTION TO FURTHER 1NDICATE THEIR AWARENESS AND
ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF.
PALMER AGENCY
(w) Relocation Assistance.
(i) It is understood and agreed between Palmer and the Agency that
the conveyance of the Agency Property to Palmer and the payment of the Cash Payment to
Palmer, as set forth in this Agreement, represents an all inclusive settlement and is full and
complete payment of compensation for the Agency's acquisition of the Palmer Property and
includes and satisfies any and all other payments, if any, that the law may require the Agency to
pay to Palmer arising out of the Agency's acquisition of the Palmer Property, including without
limitation relocation assistance and benefits, claims for severance and other damages, attorney's
fees, interest, expenses of litigation, expert's fees, precondemnation damages, inverse
condemnation, owner participation rights under any redevelopment plan and loss of business
goodwill under the Eminent Domain Law, Code of Civil Procedure Section 1263.510, and all
costs and expenses whatever in connection therewith.
(ii) It is further understood that based on the acknowledgment of the
consideration described in (i) above, Palmer covenants and agrees to take full responsibility for
moving all of its personal property, if any, from the Palmer Property.
(iii) It is further understood that neither the Agency nor the City of
Palm Desert ("City") will have any further obligation to Palmer under any federal or state
relocation laws or regulations, including without limitation, the Uniform Relocation Assistance
and Real Subject 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 Subject Property
Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations).
(iv) This Agreement is a voluntary agreement and Palmer hereby fully
releases the Agency and the City, their respective officials, counsel, employees, and agents, from
all claims and causes of action by reason of any damage which has been sustained, or may be
22
P6402-0201 \1332518v2.doc
EXHIBIT B-1
SCHEMATIC OF PALMER PROPERTY
B-1-1
P6402-0201 \1332518v2.doc
44900 San Ciemente Circle �,
(APN 627-074-006) ``�
� � ; ' _ j. .
�a�, Date: ` , j'; e
3/2011 �nciNmr n�aP
EXHIBIT C
AGENCY DEED
RECORDING REQUESTED BY:
First American Title Insurance Company
WHEN RECORDED MAIL TO AND
MAIL TAX STATEMENTS TO:
Timothy R. Palmer and Lee Anna Palmer
Revocable Trust
P.O. Box 1484
Rancho Mirage, California 92270
APN: 627-071-023
[Space Above for Recorder's Use Only]
This Grant Deed is exempt from Recording Fees pursuant to California Government Code
Section 27383.
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acicnowledged, the
PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic
("Grantor"), GRANTS to TIMOTHY R. PALMER AND LEE ANNA PALMER, AS
TRUSTEES OF THE TIMOTHY R. PALMER AND LEE ANNA PALMER REVOCABLE
TRUST DATED NOVEMBER 25, 1996 (collectively, the "Grantee"), that certain real property
located in the City of Palm Desert, County of Riverside, State of California, more particularly
described on Exhibit A attached hereto.
SUBJECT TO, general and special real property taxes and assessments and supplemental
assessments for the current fiscal year and all matters of record.
BY ACCEPTANCE HEREOF, Grantee covenants, for itself and its successors and
assigns, to refrain from restricting the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Project on the basis of race, color, creed, religion, ancestry, sex, marital status,
national origin or age of any person, nor shall Grantee establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Project. All deeds,
leases or contracts entered into with respect to the Project shall contain or be subject to
substantially the following nondiscrimination/nonsegregation clauses:
In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs,
executors, administrators and assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of any basis listed in subdivision (a) or (d} of Section 12955 of the California Government Code,
G1
P6402-0201\1332518v2.doc
as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in
the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein
conveyed, nor shall the Grantee himself or herself, or any person claiming under or through him
or her, establish or permit any practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with
the land.
Notwithstanding the immediately preceding paragraph, with respect to familial
status, said paragraph shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the California Government Code. With respect to familial status, nothing in
said paragraph shall be construed to affect Sections 51.2, S1.3, 51.4, 51.10, 51.11, and 799.5 of
the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51
and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955
of the California Government Code shall apply to said paragraph."
In leases: "The lessee herein covenants by and for himself or herself, his or her heirs,
executors, administrators and assigns, and all persons claiming under or through him or her, and
this lease is made and accepted upon and subject to the following conditions: That there shall be
no discrimination against or segregation of any person or group of persons, on account of any
basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as
those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in
the leasing, subleasing, transferring, use or occupancy, tenure or enjoyment of the premises
herein leased nor shall the lessee himself or herself, or any person claiming under or through him
or her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees,
subtenants or vendees in the premises herein leased.
Notwithstanding the immediately preceding paragraph, with respect to familial
status, said paragraph shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the California Government Code. With respect to familial status, nothing in
said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of
the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51
and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955
of the California Government Code shall apply to said paragaph."
In contracts: "The contracting party or parties hereby covenant by and for himself or
herself and their respective successors and assigns, that there shall be no discrimination against
or segregation of any person or group of persons, on account of any basis listed in subdivision (a)
or (d) of Section 12955 of the California Government Code, as those bases are defined in
Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955,
and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the premises, nor shall the contracting party or parties,
any subcontracting party or parties, or their respective assigns or transferees, establish or permit
any such practice or practices of discrimination or segregation.
P6402-0201\1332518v2.doc
C-2
Notwithstanding the immediately preceding paragraph, with respect to familial
status, said paragraph shall not be construed to apply to housing for older persons, as defined in
Section 12955.9 of the California Government Code. With respect to familial status, nothing in
said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.1 l, and 799.5 of
the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51
and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955
of the California Government Code shall apply to said paragraph."
All covenants contained in this Grant Deed shall run with the land for the benefit of, and
shall only be enforceable by, Grantor and its successors and assigns, without regard to whether
Grantor is or remains an owner of any land or interest therein to which such covenants relate. In
the event of a breach of any covenant contained in this Grant Deed, Grantor shall have the right
to exercise any right or remedy available at law or in equity to enforce the curing of such breach.
[This Space Intentionally Left Blank; Signature on the Next Page]
C-3
P6402-0201 \ 1332518v2.doc
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of
2011.
GRANTOR: PALM DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic
ATTEST:
By:
Name:
Its:
C-4
P6402-0201\1332518v2.doc
EXHIBIT A
TO AGENCY DEED
AGENCY PROPERTY LEGAL DESCRIPTION
Real property in the City of Palm Desert, County of Riverside, State of California, described as
follows:
LOT 118 OF PALMA VILLAGE UNIT NO. 7, IN THE CITY OF PALM DESERT, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 21 OF MAPS,
PAGES 16 THROUGH 18, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, LOCATED WITHIN THE NORTHWEST QUARTER OF SECTION 20,
TOWNSHIP 5 SOUTH, RANGE 6 EAST, S.B.M.
EXCEPTING THEREFROM THE SOUTHERLY 27.00 FEET.
APN: 627-071-023
GS
P6402-0201\1332518v2.doc
State of California
County of Riverside
On , before me,
(insert name and title of the officer)
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 hislher/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
(Seal)
C-6
P6402-0201\1332518v2.doc
EXHIBIT D
PALMER DEED
RECORDING REQUESTED BY:
First American Title Insurance Company
WHEN RECORDED MAIL TO AND
MAIL TAX STATEMENTS TO:
Palm Desert Redevelopment Agency
73510 Fred Waring Drive
Palm Desert, CA 92260
Attention: Bryce White
APN: 627-074-006
[Space Above for Recorder's Use Only]
This Grant Deed is exempt from Recording Fees pursuant to California Government Code
Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and
Taxation Code Section 11922.
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
TIMOTHY R. PALMER AND LEE ANNA PALMER, AS TRUSTEES OF THE TIMOTHY R.
PALMER AND LEE ANNA PALMER REVOCABLE TRUST DATED NOVEMBER 25,
1996, GRANTS to the PALM DESERT REDEVELOPMENT AGENCY, a public body,
corporate and politic, that certain real property located in the City of Palm Desert, County of
Riverside, State of California, more particularly described on Exhibit A attached hereto.
SUBJECT TO, general and special real property taxes and assessments and supplemental
assessments for the current fiscal year and all matters of record.
[This Space Intentionally Left Blank; Signature on the Next Page]
D-1
P6402-0201\1332518v2.doc
IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of
, 2011.
TIMOTHY R. PALMER AND LEE ANNA
PALMER REVOCABLE TRUST DATED
NOVEMBER 25, 1996
TIMOTHY R. PALMER, Trustee
LEE ANNA PALMER, Trustee
D-2
P6402-0201 \ 1332518v2.doc
EXHIBIT A
TO PALMER DEED
LEGAL DESCRIPTION
THE REAL PROPERTY LOCATED IN THE CITY OF PALM DE5ERT, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
LOT 109 OF PALMA VILLAGE UNIT NO. 7, AS SHOWN BY MAP ON FILE IN BOOK 21
PAGE(S) 16, 17, AND 18 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
Property Address: 44900 San Clemente Circle, Palm Desert, CA 92260
D-3
P6402-0201\1332518v2.doc
State of California
County of Riverside
On , before me,
(insert name and title of the officer)
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 hislher/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
State of California
County of Riverside
On , before me,
(Seal)
(insert naine and title of the officer)
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
(Seal)
D-4
P6402-0201 \ 1332518v2.doc
CERTIFICATE OF ACCEPTANCE
(California Government Code Section 27281)
This is to certify that the interest in real property conveyed by the Grant Deed dated
, 2011, from TIMOTHY R. PALMER AND LEE ANNA PALMER, AS
TRUSTEES OF THE TIMOTHY R. PALMER AND LEE ANNA PALMER REVOCABLE
TRUST DATED NOVEMBER 25, 1996 to the PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic (the "Agency"), is hereby accepted by order of
the Agency on , 2011 and by the undersigned officer or agent on behalf of the
Agency pursuant to the authority conferred by resolution of the Agency on , 201 l,
and the Agency consents to the recordation thereof by its duly authorized officer.
Dated as of: , 2011.
D-5
P6402-0201 \ 1332518v2.doc
FICE
�.n�KER T,FCA
PALM DESERT REDEVELOPMENT AGE�46
2011 MIAY I I AID 1I: 50
STAFF REPORT
REQUEST: RECOMMENDATION FOR APPROVAL OF EXCHANGE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS BETWEEN PALM DESERT
REDEVELOPMENT AGENCY AND TIMOTHY R. PALMER AND LEE
ANNA PALMER, AS TRUSTEES OF THE TIMOTHY R. AND LEE ANNA
PALMER REVOCABLE TRUST DATED NOVEMBER 25, 1996.
(Continued from the meeting of April 14, 2011)
SUBMITTED BY: Bryce L. White, Project Administrator
DATE: May 12, 2011 M... 0 "A' E
j
Recommendation
By Minute Motion:
That the Agency Board continue the public hearing for the Exchange Agreement
and Joint Escrow Instructions between Palm Desert Redevelopment Agency and
Timothy R. Palmer and Lee Anna Palmer, as Trustees of the Timothy R. and Lee
Anna Palmer Revocable Trust dated November 25, 1996, to the May 26, 2011
Agency Board meeting.
The Palmers have verbally accepted the terms of the Exchange Agreement and staff
requests a continuance to finalize the Agreement and obtain Palmer's signed approval.
Submitted By:
A
e L. ' e, Project Administrator
Department Head:
G
McCarthy, AC development
jai:
Zn'Alvarez, Redevelopment Manager
Qak����
J n M. Wohlmuth, Executive Director
G:1rdaOryce WhdelAlessandro Alley Improvement ProjectOlessandro Alley Palmer SR 5-12-2011 doc