HomeMy WebLinkAboutDRAFT Purchase and Sale Agreement Miles Bates HouseDRAFT/SUBJECT TO CHANGE
TO REFLECT TERMS OF WINNING BID
2/5/2018
12812-0001\2127431v2.doc
PURCHASE AND SALE AGREEMENT
[73697 Santa Rosa Way]
SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY,
“Agency”
[_________________________],
[________________________]
“Purchaser”
___________________, 2018
TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS ...................................................................................................... 1
1.1 Definitions................................................................................................. 1
ARTICLE 2 PURCHASE AND SALE OF THE PROPERTY ................................................. 4
2.1 Purchase and Sale ..................................................................................... 4
2.2 Payment of Purchase Price........................................................................ 4
2.3 Escrow....................................................................................................... 4
2.4 Conditions to Close of Escrow ................................................................. 5
2.5 Condition of Title ...................................................................................... 7
2.6 Escrow and Title Charges ......................................................................... 8
2.7 Condition of the Property.......................................................................... 8
2.8 Escrow Holder ........................................................................................ 10
ARTICLE 3 EVENTS OF DEFAULT, REMEDIES AND TERMINATION ....................... 11
3.1 Purchaser Events of Defaults .................................................................. 11
3.2 Agency Events of Default ....................................................................... 11
3.3 Remedies in the Event of Default ........................................................... 11
3.4 No Personal Liability .............................................................................. 12
3.5 Legal Actions .......................................................................................... 13
3.6 Rights and Remedies are Cumulative ..................................................... 13
3.7 Inaction Not a Waiver of Default............................................................ 13
ARTICLE 4 GENERAL PROVISIONS ................................................................................. 13
4.1 Notices .................................................................................................... 13
4.2 Construction ............................................................................................ 14
4.3 Purchaser’s Warranties ........................................................................... 14
4.4 Interpretation ........................................................................................... 15
TABLE OF CONTENTS (cont.)
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4.5 Time of the Essence ................................................................................ 15
4.6 Attorneys’ Fees ....................................................................................... 15
4.7 Approvals by the Agency and the Purchaser .......................................... 15
4.8 Entire Agreement, Waivers and Amendments ........................................ 15
4.9 Counterparts ............................................................................................ 15
4.10 Severability ............................................................................................. 15
4.11 Survival ................................................................................................... 16
4.12 Representations of Agency ..................................................................... 16
4.13 Purchaser’s Broker(s).............................................................................. 16
4.14 No Third Party Beneficiaries other than Agency’s Oversight Board ..... 16
4.15 Assignment of Agreement ...................................................................... 16
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PURCHASE AND SALE AGREEMENT
[73697 Santa Rosa Way]
THIS PURCHASE AND SALE AGREEMENT, 73697 Santa Rosa Way, (this
“Agreement”), dated as of _____________________, 2018 (the “Effective Date”) is entered
into by and between the SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY, a public body, (the “Agency”), and
[__________________________________], a [________________________] (the
“Purchaser”). The Agency and the Purchaser are hereinafter sometimes individually referred to
as a “party” and collectively referred to as the “parties”.
R E C I T A L S
This Agreement is entered into with reference to the following facts:
The Agency owns the fee interest in that certain real property (the “Real Property”)
located in the Palm Desert, County of Riverside, State of California, as more particularly
described in Exhibit “A” attached hereto and incorporated herein by this reference (such real
property together with all improvements located thereon and the Appurtenances, as defined in
Section 1.1.3, is referred to herein as the “Property”). The Purchaser wishes to acquire fee title
to the Property from the Agency.
NOW, THEREFORE, in reliance upon the foregoing Recitals, in consideration of the
mutual covenants in this Agreement and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. The following terms as used in this Agreement shall have the
meanings given unless expressly provided to the contrary:
1.1.1 “Agency” means the Successor Agency to the Palm Desert
Redevelopment Agency, a public body, and the successor-in-interest by operation of law to the
former Palm Desert Redevelopment Agency. The principal office of the Agency is located at
73510 Fred Waring Dr., Palm Desert, CA 92260.
1.1.2 “Agreement” means this Purchase and Sale Agreement.
1.1.3 “Appurtenances” means all of the Agency’s right, title and interest, if
any, in and to the following but only to the extent assignable by law and without the prior
consent of a third party and pertaining solely to the Real Property (and not any other property
owned by the Agency): (a) all improvements on the Real Property as of the Close of Escrow;
(b) all rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders,
including, without limitation, all (i) development rights and credits, air rights, water rights, and
water stock, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, and
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(iii) mineral, oil, gas, and other subsurface rights; (c) all plats, maps, improvement plans,
engineering plans, reports and data, surveys, third party reports and studies, designs, drawings
and specifications; (d) all documents pertaining to the Real Property provided to Purchaser by or
on behalf of the Agency prior to the Close of Escrow; (e) all architectural, site, landscaping or
other permits, applications, approvals, authorizations, and other entitlements; (f) deposits,
credits, fee credits (including without limitation water meter credits), pre-paid fees, refunds of
impact or permit fees, reimbursements, rights to reimbursements and benefits of any cost sharing
agreements, and school fee mitigation agreements, community facilities district and other
assessment district rights, proceeds, deposits, advances, reimbursements, formation documents
and benefits, and construction and design defect claim; and (g) guarantees, warranties, and utility
contracts.
1.1.4 “City” means the City of Palm Desert, a municipal corporation, exercising
governmental functions and powers, and organized and existing under the laws of the State of
California. The principal office of the City is located at 73510 Fred Waring Dr., Palm Desert,
CA 92260.
1.1.5 “Close of Escrow” and “Closing” are defined in Section 2.3.2.
1.1.6 “Deemed Disapproved Exceptions” is defined in Section 2.5.2.
1.1.7 “Default” is defined in Section 3.2.
1.1.8 “Deposit” is defined in Section 2.2.1.
1.1.9 “Disapproved Exceptions” is defined in Section 2.5.2.
1.1.10 “Disapproval Notice” is defined in Section 2.5.2.
1.1.11 “Due Diligence Period” is defined in Section 2.5.2.
1.1.12 “Escrow” is defined in Section 2.3.1.
1.1.13 “Escrow Holder” means Foresite Escrow, Inc. The principal office of the
Escrow Holder for purposes of this Agreement is 41-995 Boardwalk, Suite G-2, Palm Desert,
CA 92211, Attention: Esther T. Lopez, Escrow Officer, Telephone: (760) 773-5333, Fax:
(760) 773-9289, Email: elopez@foresitescrow.com.
1.1.14 “General Assignment” means the General Assignment attached hereto as
Exhibit “D”.
1.1.15 “Grant Deed” is defined in Section 2.5.3.
1.1.16 “Hazardous Materials” means any chemical, material or substance now
or hereafter defined as or included in the definition of “hazardous substances,” “hazardous
wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,”
“toxic substances,” “pollutant or contaminant,” “imminently hazardous chemical substance or
mixture,” “hazardous air pollutant,” “toxic pollutant,” or words of similar import under any
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local, state or federal law or under the regulations adopted or publications promulgated pursuant
thereto applicable to the Property, including, without limitation: the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq.
(“CERCLA”); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et
seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; and the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq. The term
“Hazardous Materials” shall also include any of the following: any and all toxic or hazardous
substances, materials or wastes listed in the United States Department of Transportation Table
(49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR
Part 302) and in any and all amendments thereto in effect as of the date of the close of any
escrow; oil, petroleum, petroleum products (including, without limitation, crude oil or any
fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for
fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is
toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source,
special nuclear or by-product material as defined at 42 U.S.C. § 2012, et seq.), carcinogenic,
mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority;
asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which
contain dielectric fluid containing levels of polychlorinated biphenyl’s; radon gas; or any other
chemical, material or substance (i) which poses a hazard to the Property, to adjacent properties,
or to persons on or about the Property, (ii) which causes the Property to be in violation of any of
the aforementioned laws or regulations, or (iii) the presence of which on or in the Property
requires investigation, reporting or remediation under any such laws or regulations.
1.1.17 “Outside Date” is defined in Section 2.3.2.
1.1.18 “Property” is defined in the first Recital.
1.1.19 “Purchase Price” is defined in Section 2.1.
1.1.20 “Purchaser” means ____________________________________, a
_____________________________. The principal office of the Purchaser for purposes of this
Agreement is ______________________________________________________.
1.1.21 “Released Parties” is defined in Section 2.8.
1.1.22 “Review Period” is defined in Section 2.5.2.
1.1.23 “Right of Entry Agreement” is defined in Section 2.7.
1.1.24 “Survey” is defined in Section 2.5.1.
1.1.25 “Title Company” is defined in Section 2.5.4.
1.1.26 “Title Policy” is defined in Section 2.5.4.
1.1.27 “Title Report” is defined in Section 2.5.1.
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1.1.28 “Transaction Costs” means all costs incurred by either party in entering
into this transaction and closing Escrow, including but not limited to escrow fees and costs,
attorneys’ fees, staff time, appraisal costs, and costs of financial advisors and other consultants.
ARTICLE 2
PURCHASE AND SALE OF THE PROPERTY
2.1 Purchase and Sale. The Agency agrees to sell the Property to the Purchaser, and
the Purchaser agrees to purchase the Property from the Agency, for the sum of
[____________________________] Dollars ($__________________) (the “Purchase Price”).
2.2 Payment of Purchase Price. The Purchase Price shall be payable by Purchaser as
follows:
2.2.1 Deposit. Within three (3) business days following the opening of Escrow,
Purchaser shall deposit with Escrow Holder the sum of [___________________________]
Dollars ($________________) (the “Deposit”). The Deposit shall be invested by Escrow Holder
in an interest bearing account acceptable to Purchaser and Agency with all interest accruing
thereon to be credited to the Purchase Price upon the Close of Escrow. Except as otherwise
provided herein, the Deposit shall be applicable in full towards the Purchase Price upon Closing.
2.2.2 Closing Funds. Prior to the Close of Escrow, Purchaser shall deposit or
cause to be deposited with Escrow Holder, by a certified or bank cashier’s check made payable
to Escrow Holder or by a confirmed federal wire transfer of funds, the balance of the Purchase
Price, plus an amount equal to all other costs, expense and prorations payable by Purchaser
hereunder.
2.3 Escrow.
2.3.1 Opening of Escrow. Within three (3) business days after the parties’ full
execution of this Agreement, the Purchaser and the Agency shall open an escrow (the “Escrow”)
with the Escrow Holder for the transfer of the Property to the Purchaser. The parties shall
deposit with the Escrow Holder a fully executed duplicate original of this Agreement, which
shall serve as the escrow instructions (which may be supplemented in writing by mutual
agreement of the parties) for the Escrow. The Escrow Holder is authorized to act under this
Agreement, and to carry out its duties as the Escrow Holder hereunder.
2.3.2 Close of Escrow. “Close of Escrow” or “Closing” means the date Escrow
Holder causes the Grant Deed (as hereinafter defined) to be recorded in the Official Records of
the County of Riverside and delivers the Purchase Price (less any costs, expenses and prorations
payable by the Agency) to the Agency. Possession of the Property shall be delivered to the
Purchaser on the Close of Escrow. Notwithstanding anything to the contrary contained herein,
the Close of Escrow shall occur five (5) days following the satisfaction or waiver of all of the
conditions to the close of Escrow set forth in Section 2.4 (the “Outside Date”) or this Agreement
shall automatically terminate; provided, however, the Outside Date may be extended upon
written consent of the Purchaser and the Executive Director of the Agency, which consent may
be given or withheld in the exercise of their sole discretion. If the Closing does not occur on or
before the Outside Date due to a default by either party, then the defaulting party shall pay all
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Escrow cancellation fees (and if the defaulting party is the Purchaser, then the Agency shall be
entitled to the Deposit under Section 3.3.1). If the Closing does not occur due to a termination
by Purchaser under Section 2.5.2, then the Deposit shall be returned to Purchaser, and Purchaser
shall pay all Escrow cancellation fees (which may be deducted from the Deposit). If the Closing
does not occur for any other reason, then this Agreement shall automatically terminate, the
Deposit shall be promptly returned to the Purchaser, and each party shall pay one half (½) of any
Escrow cancellation charges.
2.3.3 Delivery of Closing Documents.
(a) The Agency and Purchaser agree to deliver to Escrow Holder, at
least ten (10) days prior to the Close of Escrow, the following instruments and documents, the
delivery of each of which shall be a condition precedent to the Close of Escrow:
(i) The Grant Deed, duly executed and acknowledged by the
Agency, conveying a fee simple interest in the Property to Purchaser, subject only to such
exceptions to title as Purchaser may have approved or have been deemed to approve pursuant to
Section 2.5.2;
(ii) Two (2) duly executed original counterparts of the General
Assignment;
(iii) The Agency’s affidavit as contemplated by California
Revenue and Taxation Code Section 18662;
(iv) A Certification of Non-Foreign Status signed by Agency in
accordance with Internal Revenue Code Section 1445;
(v) Such proof of the Agency’s and Purchaser’s authority and
authorization to enter into this transaction as the Title Company may reasonably require in order
to issue the Title Policy; and
(vi) Such other documents or instruments as may be required to
satisfy the conditions of Section 2.4 hereof.
The Agency and the Purchaser further agree to execute such reasonable and customary
additional documents, and such additional escrow instructions, as may be reasonably required to
close the transaction which is the subject of this Agreement pursuant to the terms hereof.
2.4 Conditions to Close of Escrow. The obligations of the Agency and Purchaser to
close the transaction which is the subject of this Agreement shall be subject to the satisfaction, or
waiver in writing by the party or parties benefited thereby, of each of the following conditions:
2.4.1 For the benefit of the Agency, the Purchaser shall have deposited the
balance of the Purchase Price, together with such funds as are necessary to pay for costs,
expenses and prorations payable by Purchaser hereunder (including the Agency’s appraisal
costs).
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2.4.2 For the benefit of the Agency, all actions and deliveries to be undertaken
or made by Purchaser on or prior to the Close of Escrow as set forth herein shall have occurred,
as reasonably determined by the Agency.
2.4.3 For the benefit of the Purchaser, all actions and deliveries to be undertaken
or made by the Agency on or prior to the Close of Escrow shall have occurred, as reasonably
determined by the Purchaser.
2.4.4 For the benefit of the Agency, all Agency approvals as required herein to
be obtained prior to the Close of Escrow shall have been so obtained.
2.4.5 For the benefit of the Agency, the Purchaser shall have executed and
delivered to Escrow Holder all documents and funds required to be delivered to Escrow Holder
under the terms of this Agreement and the Purchaser shall otherwise have satisfactorily complied
with its obligations hereunder.
2.4.6 For the benefit of the Purchaser, the Agency shall have executed and
delivered to Escrow Holder all documents and funds required to be delivered to Escrow Holder
under the terms of this Agreement and the Agency shall otherwise have satisfactorily complied
with its obligations hereunder.
2.4.7 For the benefit of the Agency, the representations and warranties of the
Purchaser contained in this Agreement shall be true and correct in all material respects as of the
Close of Escrow.
2.4.8 For the benefit of the Purchaser, the representations and warranties of the
Agency contained in this Agreement shall be true and correct in all material respects as of the
Close of Escrow.
2.4.9 For the benefit of the Agency and Purchaser, a designation by the City of
the Property as a “Local Historic Designation” as described in Resolution No. 2018-04 of the
City Council, and a corresponding covenant pertaining to the Property (in recordable form),
reasonably acceptable to the City and Purchaser, and pertaining to the future rehabilitation and
use of the Property.
2.4.10 For the benefit of the Purchaser, Title Company shall be irrevocably
committed to issuing in favor of the Purchaser the Title Policy, in form and substance, and with
endorsements reasonably acceptable to the Purchaser.
If all the foregoing conditions have not been met to the benefitted party’s sole satisfaction
or expressly waived in writing by the benefitted party on or before the respective dates set forth
therein, or if no date is set forth therein on the Outside Date, then this Agreement shall become
null and void, in which event, except as expressly set forth in this Agreement, neither party shall
have any further rights, duties or obligations hereunder, and Purchaser shall be entitled to the
immediate refund of the Deposit.
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2.5 Condition of Title; Survey; Title Insurance.
2.5.1 Within five (5) days after the Effective Date, the Agency shall deliver to
the Purchaser for the Purchaser’s review and approval, (i) a current preliminary title report
covering the Property (the “Title Report”) and legible copies of any instruments noted as
exceptions thereon, and (ii) any survey of the Property in the Agency’s possession. The
Purchaser at its sole expense may obtain a current or updated ALTA survey of the Property in
connection with the issuance of the Title Policy and the Agency shall cooperate with the same.
Any survey provided by the Agency or obtained by the Purchaser are each a “Survey”
hereunder.
2.5.2 The Purchaser shall have until ten (10) business days following the
delivery of the Title Report (the “Due Diligence Period” or “Review Period”) to disapprove any
exceptions to title shown on the Title Report or reflected on the Survey (collectively,
“Disapproved Exceptions”) and to provide Agency with notice thereof describing the defect
with reasonable particularity (the “Disapproval Notice”). Any exceptions to title not
disapproved within the Review Period shall be deemed approved. Within five (5) business days
after the Agency’s receipt of the Disapproval Notice, the Agency shall notify the Purchaser
whether or not the Agency intends to remove the Disapproved Exceptions. The Agency shall be
under no obligation to remove any Disapproved Exception, but the Agency agrees to cooperate
in good faith with the Purchaser in the Purchaser’s efforts to eliminate any Disapproved
Exception, provided the Agency is not obligated to pay any sum or assume any liability in
connection with the elimination of any such Disapproved Exception. If the Agency notifies the
Purchaser that the Agency intends to eliminate any Disapproved Exception, the Agency shall do
so concurrently with or prior to the Close of Escrow. If the Agency notifies the Purchaser that
the Agency does not intend to eliminate any Disapproved Exception(s), the Purchaser, by
notifying the Agency within five (5) business days after its receipt of such notice, may elect to
terminate this Agreement and receive a refund of the Deposit or take the Property subject to the
Disapproved Exception(s). If Purchaser desires to terminate this Agreement, it shall be a
condition of such termination that Purchaser deliver to Agency copies of all non-privileged third
party due diligence reports and studies. Notwithstanding the foregoing, the Agency covenants to
pay in full all loans secured by deeds of trust, any mechanics’ and materialmen’s liens, and any
other monetary liens (other than liens for charges, assessments, taxes, and impositions subject to
proration as provided in Section 2.6.2) (collectively, the “Deemed Disapproved Exceptions”)
prior to, or concurrently with, the Close of Escrow, and Escrow Holder is hereby directed to
cause the same to be paid from the Purchase Price. The Title Policy shall include such
endorsements as the Purchaser shall reasonably request. Any endorsements to the Title Policy
are to be paid for by the Purchaser. Notwithstanding the foregoing, the Purchaser may notify the
Agency of its disapproval of an exception to title (including exceptions reflected on the Survey)
first raised by Title Company or the surveyor after the Review Period, or otherwise first
disclosed to the Purchaser after the Review Period (collectively, the “Additional Exceptions”)
within five (5) business days after the same was first raised or disclosed to the Purchaser in
writing. With respect to Additional Exceptions disapproved by the Purchaser in such notice
(which shall also be deemed Disapproved Exceptions), the Agency shall have the same option to
eliminate such exceptions that applies to Disapproved Exceptions, and the Purchaser shall have
the same option to accept title subject to such Additional Exceptions or to terminate this
Agreement and receive a refund of the Deposit.
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2.5.3 At the Close of Escrow, the Purchaser shall receive title to the Property by
grant deed substantially in the form attached hereto as Exhibit “B” and incorporated herein by
this reference (the “Grant Deed”).
2.5.4 At Closing, the Purchaser shall receive a CLTA Owner’s Coverage Policy
of Title Insurance (the “Title Policy”), together with all endorsements requested by the
Purchaser, issued by Orange Coast Title Company (“Title Company”) in the amount of the
Purchase Price, insuring that title to the Property is free and clear of all Disapproved Exceptions,
all Deemed Disapproved Exceptions and all liens, easements, covenants, conditions, restrictions,
and other encumbrances of record except (a) current taxes and assessments of record, but not any
overdue or delinquent taxes or assessments, (b) the matters set forth or referenced in the Grant
Deed, and (c) such other encumbrances as the Purchaser approves in writing including those
reflected in the Title Report for the Property approved by Purchaser, or as are deemed approved
by Purchaser as provided in Section 2.5.2. The Purchaser may obtain an extended coverage
policy of title insurance at its own cost.
2.6 Escrow and Title Charges; Prorations.
2.6.1 The Agency shall pay all documentary transfer taxes and the coverage
premiums on the standard CLTA Title Policy. Purchaser shall pay the costs of (i) any Survey
obtained by the Purchaser, (ii) any endorsements to the Title Policy and (iii) any title insurance
premiums for any coverage over and above the standard policy coverage on the CLTA Title
Policy to be paid by the Agency. In addition, the Purchaser and the Agency shall each pay one-
half (½) of an y and all other usual and customary costs, expense and charges relating to the
escrow and conveyance of title to the Property, including without limitation, recording fees,
document preparation charges and escrow fees. Each party shall be responsible for its own
Transaction Costs.
2.6.2 All non-delinquent and current installments of real estate and personal
property taxes and any other governmental charges, regular assessments, or impositions against
the Property on the basis of the current fiscal year or calendar year shall be pro-rated as of the
Close of Escrow based on the actual current tax bill. If the Close of Escrow shall occur before
the tax rate is fixed, the apportionment of taxes on the Close of Escrow shall be based on the tax
rate for the next preceding year applied to the latest assessed valuation after the tax rate is fixed,
which assessed valuation shall be based on the Property’s assessed value prior to the Close of
Escrow and the Agency and Purchaser shall, when the tax rate is fixed, make any necessary
adjustment. All prorations shall be determined on the basis of a 365 day year. The provisions of
this Section 2.6.2 shall survive the Close of Escrow and the recordation of the Grant Deed and
shall not be deemed merged into the Grant Deed upon its recordation.
2.6.3 Any Escrow cancellation charges shall be allocated and paid as described
in Section 2.3.2 above.
2.7 Condition of the Property. The Property shall be conveyed from the Agency to
the Purchaser on an “AS IS” condition and basis with all faults and the Purchaser agrees that the
Agency has no obligation to make modifications, replacements or improvements thereto. Except
as expressly and specifically provided in this Agreement, the Purchaser and anyone claiming by,
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through or under the Purchaser hereby waives its right to recover from and fully and irrevocably
releases the Agency, the City and the Agency’s Oversight Board, and their respective officers,
directors, employees, representatives, agents, advisors, servants, attorneys, successors and
assigns, and all persons, firms, corporations and organizations acting on the Agency’s, the City’s
or Oversight Board’s behalf (collectively, the “Released Parties”) from any and all claims,
responsibility and/or liability that the Purchaser may now have or hereafter acquire against any
of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause
of action arising from or related to the matters pertaining to the Property described in this
Section 2.8. This release includes claims of which the Purchaser is presently unaware or which
the Purchaser does not presently suspect to exist which, if known by the Purchaser, would
materially affect the Purchaser’s release of the Released Parties. If the Property is not in a
condition suitable for the intended use or uses, then it is the sole responsibility and obligation of
the Purchaser to take such action as may be necessary to place the Property in a condition
suitable for Purchaser’s intended use or uses. Except as otherwise expressly and specifically
provided in this Agreement and without limiting the generality of the foregoing, THE AGENCY
MAKES NO REPRESENTATION OR WARRANTY AS TO (i) THE VALUE OF THE
PROPERTY; (ii) THE INCOME TO BE DERIVED FROM THE PROPERTY; (iii) THE
HABITABILITY, MARKETABILITY, PROFITABILITY, MERCHANTABILITY OR
FITNESS FOR PARTICULAR USE OF THE PROPERTY; (iv) THE MANNER, QUALITY,
STATE OF REPAIR OR CONDITION OF THE PROPERTY; (v) THE COMPLIANCE OF OR
BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY;
(vi) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION OR POLLUTION
LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS; (vii) THE PRESENCE
OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR ADJACENT TO THE
PROPERTY; (viii) THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE
LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; AND (ix) WITH RESPECT
TO ANY OTHER MATTER, THE PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING THE
PROPERTY, THE PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION
OF THE PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION
AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY THE
AGENCY.
THE PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542,
WHICH IS SET FORTH BELOW:
“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 EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.”
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BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF
SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE
SUBJECT OF THE FOREGOING WAIVERS AND RELEASES.
Purchaser’s Initials
______________
The waivers and releases by the Purchaser herein contained shall survive the Close of
Escrow and the recordation of the Grant Deed and shall not be deemed merged into the Grant
Deed upon its recordation.
Notwithstanding the foregoing, the waivers and releases contained in this Section 2.8
shall not apply to, nor shall the Released Parties be released from, any actual misrepresentation
or act of fraud on their part.
2.8 Escrow Holder.
2.8.1 Escrow Holder is authorized and instructed to:
(a) Pay and charge the Purchaser for any fees, charges and costs
payable by the Purchaser under this Article. Before such payments are made, the Escrow Holder
shall notify the Agency and the Purchaser of the fees, charges, and costs necessary to close the
Escrow;
(b) Pay and charge the Agency for any fees, charges and costs payable
by the Agency under this Article. Before such payments are made, the Escrow Holder shall
notify the Agency and the Purchaser of the fees, charges, and costs necessary to close the
Escrow;
(c) Disburse funds and deliver the Grant Deed and other documents to
the parties entitled thereto when the conditions of the Escrow and this Agreement have been
fulfilled by the Agency and the Purchaser; and
(d) Record the Grant Deed and any other instruments delivered
through the Escrow, if necessary or proper, to vest title in the Purchaser in accordance with the
terms and provisions of this Agreement.
2.8.2 Any amendment of these escrow instructions shall be in writing and
signed by both the Agency and the Purchaser.
2.8.3 All communications from the Escrow Holder to the Agency or the
Purchaser shall be directed to the addresses and in the manner established in Section 4.1 of this
Agreement for notices, demands and communications between the Agency and the Purchaser.
2.8.4 The responsibility of the Escrow Holder under this Agreement is limited
to performance of the obligations imposed upon it under this Article, any amendments hereto,
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and any supplemental escrow instructions delivered to the Escrow Holder that do not materially
amend or modify the express provisions of these escrow instructions.
ARTICLE 3
EVENTS OF DEFAULT, REMEDIES AND TERMINATION
3.1 Purchaser Events of Defaults. Occurrence of any or all of the following, prior to
the Close of Escrow, if uncured after the expiration of any applicable cure period, shall constitute
a default (“Purchaser Event of Default”) under this Agreement:
3.1.1 Filing of a petition in bankruptcy by or against the Purchaser or
appointment of a receiver or trustee of any property of the Purchaser, or an assignment by the
Purchaser for the benefit of creditors, or adjudication that the Purchaser is insolvent by a court,
and the failure of the Purchaser to cause such petition, appointment, or assignment to be removed
or discharged within five (5) business days; or
3.1.2 The Purchaser’s failure to perform any requirement or obligation of
Purchaser set forth herein, on or prior to the date for such performance set forth herein, and, so
long as such failure is not caused by any wrongful act of the Agency or the City, the Purchaser’s
failure to cure such breach within five (5) business days after receipt of written notice from the
Agency of the Purchaser’s breach; or
3.1.3 The Purchaser’s failure to deposit with Escrow Holder the Deposit or the
balance of the Purchase Price as required by Section 2.2.
3.2 Agency Events of Default. Occurrence of any or all of the following, prior to the
Close of Escrow, if uncured after the expiration of the applicable cure period, shall constitute a
default (“Agency Event of Default”, and together with the Purchaser Event of Default, a
“Default”) under this Agreement:
3.2.1 The Agency, in violation of the applicable provision of this Agreement,
fails to convey the Property to Purchaser at the Close of Escrow; or
3.2.2 The Agency breaches any other material provision of this Agreement.
Upon the occurrence of any of the above-described events, the Purchaser shall first notify
the Agency in writing of its purported breach or failure, giving the Agency [_________] (___)
days from receipt of such notice to cure such breach or failure (other than a failure by the
Agency to convey the Property at the Close of Escrow, for which there shall be no cure period)
or if a cure is not possible within the [________] (____) day period, to begin such cure and
diligently prosecute the same to completion, which shall, in any event, not exceed
[_________________] (_____) days from the date of receipt of the notice to cure.
3.3 Remedies in the Event of Default.
3.3.1 Remedies General. In the event of a breach or a default under this
Agreement by either Purchaser or Agency, the non-defaulting party shall have the right to
terminate this Agreement by providing [________] (____) days written notice thereof to the
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defaulting party or, if Purchaser is the non-defaulting party, Purchaser as permitted by law may
specifically enforce the provisions of this Agreement. If such breach or default is not cured
within such [___________] (___) day period (other than a failure by the Agency to convey the
Property at the Close of Escrow, for which there shall be no cure period), this Agreement and the
Escrow for the purchase and sale of the Property shall terminate, and if Purchaser is the non-
defaulting party, Purchaser shall thereupon promptly receive a refund of the Deposit and all
interest accrued thereon. Except as herein otherwise expressly provided, such termination of the
Escrow by a non-defaulting party shall be without prejudice to the non-defaulting party’s rights
and remedies against the defaulting party at law or equity.
IF THE PURCHASER FAILS TO COMPLETE THE ACQUISITION OF THE
PROPERTY AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF THE
PURCHASER, IT IS AGREED THAT THE DEPOSIT SHALL BE NON-REFUNDABLE
AND THE AGENCY SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT
SHALL BE ACCEPTED BY THE AGENCY AS LIQUIDATED DAMAGES AND NOT AS A
PENALTY AND AS THE AGENCY’S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED
THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES
TO THE AGENCY PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ.
THE AGENCY AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL OR
IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES THE AGENCY
WOULD SUFFER UPON THE PURCHASER’S FAILURE TO COMPLETE ITS
ACQUISITION OF THE PROPERTY. THE PURCHASER DESIRES TO LIMIT THE
MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND THE
PURCHASER AND AGENCY DESIRE TO AVOID THE COSTS AND DELAYS THEY
WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES OR
OTHERWISE ENFORCE THE AGENCY’S RIGHTS. IF FURTHER INSTRUCTIONS ARE
REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS
PARAGRAPH, THE PURCHASER AND AGENCY AGREE TO EXECUTE THE SAME.
THE PARTIES ACKNOWLEDGE THIS PROVISION BY PLACING THEIR INITIALS
BELOW:
___________ ___________
Agency Purchaser
3.4 No Personal Liability. Except as specifically provided herein to the contrary, no
representative, employee, attorney, agent or consultant of the Agency, City or Oversight Board
shall personally be liable to the Purchaser, or any successor in interest of the Purchaser, in the
event of any Default or breach by the Agency, or for any amount which may become due to the
Purchaser, or any successor in interest, on any obligation under the terms of this Agreement. No
representative, employee, attorney, agent or consultant of the Purchaser shall personally be liable
to the Agency, City or Oversight Board, or any successor in interest of the Agency, City or
Oversight Board, in the event of any Default or breach by the Purchaser, or for any amount
which may become due to the Agency, City or Oversight Board, or any successor in interest, on
any obligation under the terms of this Agreement.
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3.5 Legal Actions.
3.5.1 Institution of Legal Actions. Any legal actions brought pursuant to this
Agreement must be instituted in either the Superior Court of the County of Riverside, State of
California, or in an appropriate municipal court in that County.
3.5.2 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
3.5.3 Acceptance of Service of Process. If any legal action is commenced by
the Purchaser against the Agency, service of process on the Agency shall be made by personal
service upon the Executive Director or Secretary of the Agency, or in such other manner as may
be provided by law. If any legal action is commenced by the Agency against the Purchaser,
service of process on the Purchaser shall be made by personal service upon the Purchaser, or in
such other manner as may be provided by law, whether made within or without the State of
California.
3.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same time
or different times, of any other rights or remedies for the same Default or any other Default by
the other party.
3.7 Inaction Not a Waiver of Default. Except as expressly provided in this
Agreement to the contrary, any failure or delay by either party in asserting any of its rights and
remedies as to any default shall not operate as a waiver of any default or of any such rights or
remedies, or deprive either such party of its rights to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert or enforce any such rights or
remedies.
ARTICLE 4
GENERAL PROVISIONS
4.1 Notices. All notices and demands shall be given in writing by certified mail,
postage prepaid, return receipt requested, by nationally recognized overnight courier or by
personal delivery, on a business day. Notices shall be considered given upon the earlier of
(a) personal delivery, (b) [___________] (___) business days following deposit in the United
States mail, postage prepaid, certified or registered, return receipt requested, or (c) the next
business day after deposit with a nationally reorganized overnight courier, in each instance
addressed to the recipient as set forth below. Notices shall be addressed as provided below for
the respective party; provided that if any party gives notice in writing of a change of name or
address, notices to such party shall thereafter be given as demanded in that notice:
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Agency: Successor Agency to the Palm Desert
Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention: Lauri Aylaian
Telephone: (760) 346-0611
Email: laylaian@cityofpalmdesert.org
with a copy to: Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071
Attention: Jim G. Grayson
Telephone: (213) 626-8484
Email: jgrayson@rwglaw.com
Purchaser:
Attention:
Telephone:
Email:
with a copy to:
Telephone:
Attention:
Email:
4.2 Construction. The parties agree that each party and its counsel have reviewed and
revised this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of this Agreement or any
amendments or exhibits thereto.
4.3 Purchaser’s Warranties. The Purchaser warrants and represents to the Agency as
follows:
4.3.1 The Purchaser has full power and authority to execute and enter into this
Agreement and to consummate the transaction contemplated hereunder. This Agreement
constitutes the valid and binding agreement of the Purchaser, enforceable in accordance with its
terms subject to bankruptcy, insolvency of other creditors’ rights laws of general application.
Neither the execution nor delivery of this Agreement, nor the consummation of the transactions
covered hereby, nor compliance with the terms and provisions hereof, shall conflict with, or
result in a breach of, the terms, conditions or provisions of, or constitute a default under, any
agreement or instrument to which the Purchaser is a party.
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4.3.2 As of the Close of Escrow, the Purchaser will have inspected the Property
and will be familiar with all aspects of the Property and its condition, and will accept such
condition.
4.3.3 The Purchaser has not paid or given, and will not pay or give, to any third
person, any money or other consideration for obtaining this Agreement, other than normal costs
of conducting business and costs of professional services such as architects, engineers and
attorneys.
4.4 Interpretation. In this Agreement the neuter gender includes the feminine and
masculine, and singular number includes the plural, and the words “person” and “party” include
corporation, partnership, firm, trust, or association where ever the context so requires.
4.5 Time of the Essence. Time is of the essence of this Agreement.
4.6 Attorneys’ Fees. If any party brings an action to enforce the terms hereof or
declare its rights hereunder, the prevailing party in any such action shall be entitled to its
reasonable attorneys’ fees to be paid by the losing party as fixed by the court. If the Agency, or
the Purchaser, without fault, is made a party to any litigation instituted by or against the other
party, such other party shall defend it against and save it harmless from all costs and expenses
including reasonable attorneys’ fees incurred in connection with such litigation.
4.7 Approvals by the Agency and the Purchaser. Unless otherwise specifically
provided herein, wherever this Agreement requires the Agency or the Purchaser to approve any
contract, document, plan, proposal, specification, drawing or other matter, such approval shall
not unreasonably be withheld, conditioned or delayed.
4.8 Entire Agreement, Waivers and Amendments. This Agreement is executed in
duplicate originals, each of which is deemed to be an original. This Agreement, together with all
attachments and exhibits hereto, constitutes the entire understanding and agreement of the
parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental
hereto, and supersedes all negotiations or previous agreements between the parties with respect
to the subject matter hereof. No subsequent agreement, representation or promise made by either
party hereto, or by or to any employee, officer, agent or representative of either party, shall be of
any effect unless it is in writing and executed by the party to be bound thereby. No person is
authorized to make, and by execution hereof the Purchaser and the Agency acknowledge that no
person has made, any representation, warranty, guaranty or promise except as set forth herein;
and no agreement, statement, representation or promise made by any such person which is not
contained herein shall be valid or binding on the Purchaser or the Agency.
4.9 Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4.10 Severability. Each and every provision of this Agreement is, and shall be
construed to be, a separate and independent covenant and agreement. If any term or provision of
this Agreement or the application thereof shall to any extent be held to be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision to
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circumstances other than those to which it is invalid or unenforceable, shall not be affected
hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the
extent permitted by law.
4.11 Survival. The provisions hereof shall not terminate but rather shall survive any
conveyance hereunder and the delivery of all consideration.
4.12 Representations of Agency. The Agency warrants and represents to the Purchaser
as follows:
(a) The Agency has full power and authority to execute and enter into this
Agreement and to consummate the transactions contemplated hereunder. This Agreement
constitutes the valid and binding agreement of the Agency, enforceable in accordance with its
terms subject to bankruptcy, insolvency and other creditors’ rights laws of general application.
Neither the execution nor delivery of this Agreement, nor the consummation of the transactions
covered hereby, nor compliance with the terms and provisions hereof, shall conflict with, or
result in a breach of, the terms, conditions or provisions of, or constitute a default under, any
agreement or instrument to which the Agency is a party.
(b) The Agency has not authorized any broker or finder to act on its behalf in
connection with the sale and purchase hereunder and the Agency has not dealt with any broker or
finder purporting to act on behalf of the Agency or otherwise.
4.13 Purchaser’s Broker(s). Purchaser shall pay all commissions and fees that may be
payable to any broker, finder or salesperson engaged by Purchaser, and shall defend, indemnify
and hold Agency and City harmless from and against any and all claims, liabilities, losses,
damages, costs and expenses relating thereto.
4.14 No Third Party Beneficiaries other than Agency’s Oversight Board. The
Agency’s Oversight Board are third party beneficiaries of this Agreement, with the right to
enforce the provisions hereof. This Agreement is made and entered into for the sole protection
and benefit of the parties and the Agency’s Oversight Board and their successors and assigns.
Except as expressly provided in this Agreement, to the extent any rights or obligations under this
Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and
shall inure to the benefit of and be enforceable by, the parties hereto and their respective heirs,
legal representatives, successors and permitted assigns. No other person shall have any right of
action based upon any provision of this Agreement.
4.15 Assignment of Agreement. The Purchaser may not assign its rights or obligations
under this Agreement without the prior written consent of the Agency, which consent may be
given or withheld in the Agency’s sole and absolute discretion.
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
day and year first above written.
PURCHASER
[ ]
a [ ]
By:
Name:
Title:
AGENCY
SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY
By:
Name: Sabby Jonathan
Title: Chair
ATTEST:
Rachelle D. Klassen, Secretary
APPROVED AS TO FORM:
Richards, Watson & Gershon,
a Professional Corporation
By:
Agency Attorney
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LIST OF EXHIBITS
Exhibit “A” Legal Description of the Property
Exhibit “B” Form of Grant Deed
Exhibit “C” Form of General Assignment
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE PROPERTY
[73697 Santa Rosa Way]
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EXHIBIT “B”
FORM OF GRANT DEED
RECORDING REQUESTED BY:
AND WHEN RECORDED RETURN TO:
Successor Agency to the Palm Desert
Redevelopment Agency
73-510 Fred Waring Way
Palm Desert, CA 92260
Attention: Lauri Aylaian
With a copy to:
Attention:
APN: 627-102-024
Space Above This Line For Recorder’s Use
This Grant Deed is exempt from Recording Fees
pursuant to California Government Code Sections 6103 and 27383
GRANT DEED
Documentary Transfer Tax: $________________
THE UNDERSIGNED GRANTOR DECLARES:
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged,
the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT, a public
body, the successor-in-interest by operation of law to the former Palm Desert Redevelopment
Agency (the “Grantor”), hereby grants to [__________________________________], a
[_________________________] (the “Grantee”), that certain real property described in
Exhibit A attached hereto (the “Site”) and incorporated herein by this reference, together with all
improvements located thereon and all of Grantor’s right title and interest in and to all easements,
privileges and rights appurtenant to the Site.
This Grant Deed of the Site is subject to the provisions of a Purchase and Sale
Agreement, 73697 Santa Rosa Way (the “Agreement”) entered into by and between the Grantor
and Grantee dated as of ________________, 2018, the terms of which are incorporated herein by
reference. Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Agreement. A copy of the Agreement is available for public inspection at the
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offices of the Grantor located at 73-510 Fred Waring Dr., Palm Desert, CA 92260. The Site is
conveyed further subject to all easements, rights of way, covenants, conditions, restrictions,
reservations and all other matters of record, and the following conditions, covenants and
agreements.
1. The Grantee 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, 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.
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 paragraph.
2. All deeds, leases or contracts entered into with respect to the Property shall
contain or be subject to substantially the following nondiscrimination/nonsegregation clauses:
(a) 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, 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, 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
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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.”
(b) 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 paragraph.”
(c) 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.
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 paragraph.”
3. All covenants and agreements contained in this Grant Deed shall run with the land
and shall be binding for the benefit of Grantor and its successors and assigns and such covenants
shall run in favor of the Grantor and for the entire period during which the covenants shall be in
force and effect as provided in the Agreement, without regard to whether the Grantor is or
remains an owner of any land or interest therein to which such covenants relate. The Grantor, in
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the event of any breach of any such covenants, shall have the right to exercise all of the rights
and remedies provided herein or otherwise available, and to maintain any actions at law or suits
in equity or other property proceedings to enforce the curing of such breach. The covenants
contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the
Grantor and its successors and assigns.
4. The covenants contained in Paragraphs 1 and 2 of this Grant Deed shall remain in
effect in perpetuity except as otherwise expressly set forth therein.
5. This Grant Deed may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Grant Deed to be
executed and notarized as of this ____ day of _________________, 2017.
GRANTOR: SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY
By:
Name: Sabby Jonathan
Title: Chair
ATTEST:
Rachelle D. Klassen, Secretary
GRANTEE: [ ]
a [ ]
By:
Name:
Title:
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On _________________ before me, ____________________________________ 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, and that by his/her/their signature(s) on the
instrument the person(s), or the entity(ies) 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.
Place Notary Seal Above
Signature of Notary Public
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On _____________________ before me, ____________________________________
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, and that by his/her/their signature(s) on the
instrument the person(s), or the entity(ies) 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.
Place Notary Seal Above
Signature of Notary Public
B-7
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Exhibit A
LEGAL DESCRIPTION
[73697 Santa Rosa Way]
C-1
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EXHIBIT “C”
FORM OF GENERAL ASSIGNMENT
[73697 Santa Rosa Way]
This GENERAL ASSIGNMENT, 73697 Santa Rosa Way (“Assignment”) is made as of
_______________, 2018, between SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY, a public body, the successor-in-interest by operation of law
to the former Palm Desert Redevelopment Agency (“Assignor”), and
[_________________________________], a [____________________________] (“Assignee”).
RECITALS
A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement,
73697 Santa Rosa Way dated as of __________________, 2018 (the “Purchase Agreement”),
pursuant to which Assignee has agreed to purchase from Assignor, among other things, all of
Assignor's right, title and interest in and to certain Real Property more particularly described
therein, and to the extent assignable to Assignee, all of Assignor’s right, title and interest in and
to the Appurtenances (as hereinafter defined). Unless otherwise expressly provided herein,
capitalized terms used in this Assignment shall have the meaning ascribed to such terms in the
Purchase Agreement. For purposes hereof, “Appurtenances” means all of the Assignor’s right,
title and interest, if any, in and to the following but only to the extent assignable by law and
without the prior consent of a third party and pertaining solely to the Real Property (and not any
other property owned by the Assignor): (a) all improvements on the Real Property as of the
Close of Escrow; (b) all rights, privileges, appurtenances, hereditaments, easements, reversions,
and remainders, including, without limitation, all (i) development rights and credits, air rights,
water rights, and water stock, (ii) strips and gores, streets, alleys, easements, rights-of-way,
public ways, and (iii) mineral, oil, gas, and other subsurface rights; (c) all plats, maps,
improvement plans, engineering plans, reports and data, surveys, third party reports and studies,
designs, drawings and specifications; (d) all documents pertaining to the Real Property provided
to Assignee by or on behalf of the Assignor prior to the Close of Escrow; (e) all architectural,
site, landscaping or other permits, applications, approvals, authorizations, and other entitlements;
(f) deposits, credits, fee credits (including without limitation water meter credits), pre-paid fees,
refunds of impact or permit fees, reimbursements, rights to reimbursements and benefits of any
cost sharing agreements, and school fee mitigation agreements, community facilities district and
other assessment district rights, proceeds, deposits, advances, reimbursements, formation
documents and benefits, and construction and design defect claim; and (g) guarantees,
warranties, and utility contracts.
B. This Assignment is made pursuant to, and is therefore subject to the terms of, the
Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignment of Appurtenances. Assignor hereby assigns, transfers, sets over and
delivers to Assignee, to the extent assignable to Assignee, all of Assignor's right, title and
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interest, if any, in and to the Appurtenances. Assignor makes no representation or warranty of
any kind to Assignee with respect to the Appurtenances other than as may expressly be set forth
in the Purchase Agreement.
2. Assumption of Obligations. By execution of this Assignment, Assignee hereby
accepts the assignment made by Assignor under Section 1 hereof and hereby assumes and agrees
to perform and to be bound by all of the terms, covenants, conditions and obligations imposed
upon the holder of Assignor’s position under and in the Appurtenances arising on or after the
date hereof.
3. Governing Law. This Assignment shall be governed by the laws of the State of
California.
4. Binding Effect. This Assignment and the provisions contained herein shall be
binding upon and inure to the benefit of Assignor and Assignee and their respective successors
and assigns.
5. Attorneys’ Fees. In the event of any legal action (including, but not limited to,
appellate and bankruptcy proceedings) between or with respect to Assignor and/or Assignee
arising out of or in connection with this Assignment, the prevailing party shall be entitled to
recover from the other party reasonable attorneys’ fees and costs of suit.
6. Counterparts. This Assignment may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which together constitute one and the same
instrument.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
the date first above written.
ASSIGNOR:
ASSIGNEE:
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY,
a public body
By:
Name: Sabby Jonathan
Title: Chair
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By:
Name:
Title: