HomeMy WebLinkAboutContract 1681 16g I
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated for reference
purposes as of .J/A y 02( , 2016 (the "Effective Date"), by and between the THE
CITY OF CATHEDRAL CITY, a municipal corporation ("Seller"), and CITY URBAN
REVITALIZATION CORPORATION ("Developer"), a California non-profit corporation,
together hereinafter referred to as the"Parties."
RECITALS
WHEREAS, Seller owns several parcels of land located in the City of Cathedral City,
County of Riverside, California (the "City"), as more particularly described on Exhibit A
attached hereto (all such parcels, collectively, the "Property"), and
WHEREAS, upon the terms and conditions set forth herein, Seller desires to sell and
Developer desires to purchase the Property upon the terms and conditions set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree to be bound by the promises, covenants and
obligations contained in this Agreement, each of them acknowledging the sufficiency of the
consideration given to it.
TERMS AND CONDITIONS
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this
Agreement by this reference, as though set forth in full herein.
Section 2. SALE OF PROPERTY
Seller agrees to sell and convey to Developer, and Developer agrees to purchase from
Seller, the Property within 270 days (270) days following the Effective Date, subject to the other
terms and conditions set forth in this Agreement.
Section 3. PURCHASE PRICE
The purchase price of the Property shall be the collective fair market value of the parcels
determined to be four hundred fifty-nine thousand nine hundred ninety-four dollars ($459,994)
comprising the Property ("Purchase Price").
Section 4. CONVEYANCE OF PROPERTY
Upon payment of the Purchase Price at Closing, Seller shall deliver to Developer Seller's
executed and recordable grant deed conveying the Property to Developer (the "Grant Deed") in
1
the form attached hereto as Exhibit B. This Agreement shall, together with Title Company's
standard escrow instructions, constitute the escrow instructions that govern this transaction.
Section 5. TITLE
A preliminary title report ("PTR") shall be obtained from First American Title Company
("Title Company"), together with copies of all Schedule B to title insurance, within fifteen (15)
days of the Effective Date. Developer shall have the right to approve the PTR as a condition of
the Close of Escrow (as defined in Section 6, below), which right shall be exercised in a
reasonable manner. If Developer reasonably identifies any item on said PTR as objectionable,
Seller may, in its sole and absolute discretion, cause the removal of such item at any time prior to
the Close of Escrow. Developer's only remedy if Seller does not or cannot cause the removal of
any disapproved item is to terminate this Agreement. Title Company shall issue a final CLTA
Standard Form owner's title insurance policy in the amount of the Purchase Price at the Close of
Escrow in favor of Developer ("Policy"), which Policy shall reflect title as set forth in the PTR
with such changes as may occur and be approved by Developer.
Section 6. THE CLOSE OF ESCROW
a. The sale and purchase of the Property (the "Close of Escrow") shall be held and
delivery of all items shall be made at the offices of Title Company, at the earliest practicable
date mutually agreed upon by Developer and Seller, but in no event later than 270 (270) days
following the Effective Date (the "Closing Date").
b. Not later than three (3) days prior to the Close of Escrow, Title Company shall
prepare and deliver to both Parties estimated closing statements showing the anticipated
debits and credits to each Party, and shall provide a copy of each Party's preliminary closing
statement to the other Party.
c. Not later than three (3) days prior to the Close of Escrow, Seller shall deliver to
Title Company:
i. Seller's duly executed and acknowledged transferable and recordable Grant Deed.
ii. A written certificate complying under the Foreign Investment in Land Act and the
regulations thereunder ("FIRPTA"), certifying that Seller is neither a foreign person nor
subject to withholding under FIRPTA, and containing Seller's tax identification and
address.
iii. Such other items as may be requested or required by Title Company and usual and
customary in similar transactions.
d. All escrow and title expenses and all other costs of transfer of the Property shall
be the sole responsibility of Developer.
e. Property taxes applicable to the Property, if any, will be prorated through the
2
Close of Escrow.
f. The following shall be conditions precedent to the Close of Escrow:
i. For Developer: Developer shall have approved the preliminary closing statement
and the PTR.
ii. For Seller: The Purchase Price plus all sums necessary to pay all closing costs
including, but not limited to title insurance costs, shall be on deposit with Title Company,
and Developer shall have approved the PTR and the preliminary closing statement.
iii. For Title Company: At the Close of Escrow, Title Company shall do the
following:
A. Record the Grant Deed;
B. Release the Purchase Price to Seller;
C. Release the Policy to Developer;
D. Provide both Seller and Developer with copies of their own and the other
Party's final closing statements; and
E. Such other tasks as normal and necessary in view of the Title Company.
Section 7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
SELLER
a. Seller hereby represents and warrants to Developer that this Agreement and all
documents executed by Seller which are to be delivered to Developer at the Close of Escrow
are or at the time of delivery will be duly authorized, executed, and delivered by Seller and
are or at the time of delivery will be legal, valid, and binding obligations of Seller, and do not
and at the Close of Escrow will not violate any provisions of any agreement to which Seller
is a party or to which it is subject.
b. There are no other agreements between Seller and any other party for the sale of
the Property. There are no leases, options to purchase or options to lease the Property. Seller
has not entered into any contract with any contractor, subcontractor or materialman for the
performance of any work on the Property
Section 8. REPRESENTATIONS AND WARRANTIES OF DEVELOPER
Developer hereby represents and warrants to Seller this Agreement and all documents
executed by Developer which are to be delivered to Seller at the Close of Escrow are or at the
time of delivery will be duly authorized, executed, and delivered by Developer and are or at the
3
time of delivery will be legal, valid, and binding obligations of Developer, and do not and at the
Close of Escrow will not violate any provisions of any agreement to which Developer is a party
or to which it is subject.
Section 9. INDEMNIFICATION
From and after the Close of Escrow, each of the Parties to this Agreement agrees to
indemnify, save harmless and defend the other Party, its elected officials, directors, officers,
shareholders, employees, and agents, and their respective heirs, successors, personal
representatives and assigns (collectively, the "Indemnitees"), from and against any and all
liabilities that any of the Indemnitees may incur, or become responsible for, as a result of any
claims by any persons or entities whatsoever, based upon, or arising directly or indirectly out of,
Seller's sale and Developer's purchase of the Property, which arises out of the action, inaction or
breach of warranty by the indemnifying Party. The indemnifying Party, at its sole cost and
expense, shall defend with counsel satisfactory to the Indemnitees any claim made against which
it has indemnified Indemnitees hereunder. The indemnifying Party's liability shall include
indemnification against all liabilities, damages, awards, costs, expenses and attorneys' fees and
costs incurred or awarded in connection with the foregoing.
Section 10. DEFAULT AND TERMINATION
a. Should Seller default in the performance of any of its obligations set forth in this
Agreement, then Developer may, as its sole and exclusive remedy (all other remedies being
waived), sue Seller for specific performance of all of Seller's obligations hereunder.
b. Should Developer default in the performance of any of its obligations set forth in
this Agreement, then Seller may sue Developer for damages or seek such other remedy as
may be available in law or equity.
Section 11. USE RESTRICTIONS
The Grant Deed will contain use restrictions on the use of the Property to prohibit
discrimination in the use of the Property. These restrictions shall be covenants running with the
land and shall bind all of Developer's successors and assigns.
Section 12. MISCELLANEOUS
a. Notices. Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given when actually delivered if given by
hand delivery or transmitted by overnight courier service, or if mailed when deposited in a
United States Post Office, registered or certified mail, postage prepaid, return receipt
required; provided that the same is delivered to or addressed as follows below, or such other
address as either party may from time to time specify in writing to the other.
4
If to Seller: City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, California 92234
Telephone: (760) 770-0389
Facsimile: (760) 770-0399
Attn: Deputy City Clerk
With a copy to: Gresham Savage Nolan &Tilden
550 E. Hospitality Lane, Unit 300
San Bernardino, CA 92408
Telephone: (909) 890-4499
Facsimile: (909) 890-9877
Attn: Kevin Randolph
If to Developer: City Urban Revitalization Corporation
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Telephone: 760-770-0354
Facsimile: 760-202-2511
Attn: Tami Scott
b. Brokers and Finders. Neither Party has had any contact or dealings regarding the
Property, or any communication in connection with the subject matter of this transaction,
through any licensed real estate broker or other person who will claim a right to a
commission or finder's fee as a procuring cause of the sale contemplated herein. In the event
that any broker or finder perfects a claim for a commission or finder's fee based upon any
such contact, dealings or communication, the Party through whom the broker or finder makes
his claim shall be responsible for such commission or fee and all costs and expenses
(including reasonable attorneys' fees) incurred by the other Party in defending against the
same.
c. Successors and Assigns. This Agreement shall be binding upon, and inure to the
benefit of, the Parties hereto and their respective successors, heirs, administrators and
assigns.
d. Amendments and Terminations. Except as otherwise provided herein, this
Agreement may be amended or modified by, and only by, a written instrument executed by
Seller and Developer.
e. Governing Law. This Agreement shall be governed by and construed in
accordance with the procedural and substantive laws of the State of California. Any action
brought under this Agreement shall be commenced in the County of Riverside Superior
Court.
f. Enforcement. In the event either Party hereto fails to perform any of its
obligations under this Agreement or in the event a dispute arises concerning the meaning or
5
interpretation of any provision of this Agreement, the defaulting Party or the Party not
prevailing in such dispute, as the case may be, shall pay any and all costs and expenses
incurred by the other Party in enforcing or establishing its rights hereunder, including,
without limitation, court costs and reasonable attorneys' fees.
g. Captions. Captions and paragraph headings are for convenience of reference only,
and shall not be used in connection with the construction or interpretation of any provision of
this Agreement.
h. Entire Agreement. This Agreement, together with that certain Disposition and
Development Agreement between the Parties dated December 8, 2011, contain the entire
agreement of the Parties relating to the Property and there are no other agreements or
understandings, written or oral concerning the same.
i. Time. Time is of the essence in this Agreement.
J. Severability. In the event that a court of competent jurisdiction determines that
any provision of this Agreement is invalid or unenforceable, said provision shall be severed
from the Agreement and the balance of the Agreement shall remain enforceable on its terms
with such adjustments as are necessary to effect the original intent of the parties.
k. Counterparts. This Agreement may be executed in one or more counterparts, all of
which, taken together, shall constitute one and the same document.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
6
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.
SELLER: DEVELOPER:
THE CITY OF CATHEDRAL CITY, a CITY URBAN REVITALIZATION
municipal corporation CORPORATION, a California non-profit
corporation/ , O(i4r,
By: fA/ AAA—A /11...,/ By:
Name: v Axia A /n if-1€4 o,,u Name: ' ' E. &co fr
Title: £i77 01.4,11.,4_ Title: 0_F8.
Attest:
// '
D=.uty CO
7
EXHIBIT A
LEGAL DESCRIPTION
LEGAL DESCRIPTIONS OF PROPERTIES TO BE CONVEYED TO
CITY URBAN REVITALIZATION CORPORATION
APN 687-199-001:
All those portions of Lots 140 and 141 of Cathedral City, as per
map filed in Book 13 , at Pages 24, 25, and 26 of Maps, Records
of Riverside County, as described in the Grant Deed from the
County of Riverside, recorded on August 25, 2004, as Instrument
No. 2004-0671348, in Official Records of Riverside County,
California;
TOGETHER with those portions of Lots "II" and "KK" of said
Cathedral City, vacated by Resolution No. 79-238 of the
Riverside County Board of Supervisors, recorded on October 11,
1979 , as Instrument No. 216071, in Official Records, as
described in the Grant Deed from the County of Riverside
recorded on September 20, 2011, as Instrument No. 2011-0417013 ,
in Official Records of Riverside County, California.
APN 687-199-002:
Lots 138 , 139, and the Easterly 10 feet of Lot 140 of Cathedral
City, as per map filed in Book 13 , at Pages 24, 25, and 26 of
Maps, Records of Riverside County, together with that portion of
the North one-half of Lot "KK" ("A" Street) of Cathedral City,
vacated by Resolution No. 79-238 , of the Riverside County Board
of Supervisors, recorded October 11, 1979 , as Instrument No.
216071, in Official Records of Riverside County, lying between
the Southerly prolongations of the East line of said Lot 138 and
the West line of said Easterly 10 feet of said Lot 140 .
Said land is described in the Corporation Grant Deed from the
Humane Society of the Desert, Inc . , to the City of Cathedral
City, recorded on April 20, 1984, as Instrument No. 82819 , in
Official Records of Riverside County, California;
TOGETHER with that portion of Lot "II" of said Cathedral City,
vacated by Resolution No. 85-82 of the Cathedral City City
Council, recorded on December 26, 1985, as Instrument No.
290948 , in Official Records, lying between the Northerly
prolongations of the East line of said Lot 138 and the West line
EXHIBIT A
Page 1
of said Easterly 10 feet of said Lot 140 .
APN 687-212-009:
The Westerly 50 feet of the North half of Lot 165 of Cathedral
City, as shown by map filed in Book 13 , at Pages 24, 25, and 26
of Maps, Records of Riverside County, California, excepting
therefrom all water and rights to develop water in or on said
land as conveyed to the Cathedral City Water Co.
TOGETHER with that portion of Lot "KK" (designated as "A"
Street) as shown on said Map, abutting the above described
portion of Lot 165, as vacated by Riverside County Board of
Supervisors Resolution No. 79-238, recorded on October 11, 1979 ,
as Instrument No. 216071, in Official Records of Riverside
County, California.
The above land is described in the Corporation Grant Deed from
the Cathedral City Chamber of Commerce, recorded June 29 , 1992 ,
as Instrument No. 238652 , in Official Records of Riverside
County, California.
APN 687-212-010:
The West 50 . 00 feet of the West half of the South Half of Lot
165 of Cathedral City, as shown by map filed in Book 13 , at
Pages 24, 25, and 26 of Maps, Records of Riverside County,
California.
Said land is described in the Grant Deed from Juan A. Rosales
and Celia Rosales, recorded on March 7, 1988 , as Instrument No.
60078, in Official Records of Riverside County, California.
APN 687-212-011:
The East one-half of the Southwest quarter of Lot 165 of
Cathedral City, as shown by map filed in Book 13 , at Pages 24,
25, and 26 of Maps, Records of Riverside County, California.
Said land is also described in the Grant Deed from Raul
Sifuentes and Guadalupe Sifuentes, recorded April 3 , 1992 , as
Instrument No. 118527 , in Official Records of Riverside County,
California.
APN 687-212-022:
The Westerly 50 . 00 feet of the Easterly 100 . 00 feet of the North
half of Lot 165 of Cathedral City, as shown by map filed in Book
13 , at Pages 24, 25, and 26 of Maps, Records of Riverside
County, California;
EXCEPTING THEREFROM all water and rights to develop water in or
EXHIBIT A
Page 2
on said land as conveyed to Cathedral City Water Company.
ALSO EXCEPTING THEREFROM the northerly 5 . 00 feet as conveyed to
the County of Riverside by Grant Deed recorded August 31, 1981,
as Instrument No. 165117 , in Official Records of Riverside
County.
APN 687-212-023:
The Easterly 50 . 00 feet of the North half of Lot 165 of
Cathedral City, as shown by map filed in Book 13 , at Pages 24,
25, and 26 of Maps, Records of Riverside County, California;
EXCEPTING THEREFROM the Northerly 5 . 00 feet and the Easterly
5 . 00 feet and a corner cutback at the Northeast corner
connecting the points 21 . 00 feet West and 21 . 00 feet South from
the point of intersection of existing property lines of said
land, as conveyed to the County of Riverside by a Grant Deed
recorded August 31, 1981, as Instrument No. 165117 , in Official
Records of Riverside County.
Said land is also described in the Corporation Grant Deed from
Certified Security Services Inc . , recorded on November 10, 1986,
as Instrument No. 283767, in Official Records of Riverside
County.
APN 687-212-024:
The East 100 . 00 feet of the South 87 . 50 feet of Lot 165 of
Cathedral City, as shown by map filed in Book 13 , at Pages 24,
25, and 26 of Maps, Records of Riverside County, California;
EXCEPTING THEREFROM the Easterly 5 . 00 feet and the Southerly
5 . 00 feet, as conveyed to the County of Riverside by a Grant
Deed recorded August 31, 1981, as Instrument No. 165117, in
Official Records of Riverside County.
Said land is also described in the Corporation Grant Deed from
Certified Security Services Inc . , recorded on November 10, 1986,
as Instrument No . 283767 , in Official Records of Riverside
County.
APN 687-212-027:
The East half of the Northwest quarter of Lot 165 of Cathedral
City,_as shown by map filed in Book 13 , at Pages 24, 25, and 26
of Maps, Records of Riverside County, California;
TOGETHER with the East 100 . 00 feet of Lot 164 of Cathedral City,
EXHIBIT A
Page 3
as shown by map filed in Book 13 , at Pages 24, 25 and 26 of
Maps, Records of Riverside County, California;
EXCEPTING THEREFROM the South 87 . 50 feet thereof;
The above described portion of Lot 164 is subject to the
exceptions, reservations and easements described in the Grant
Deed from Southern California Edison Company, a corporation,
recorded on July 24, 1979 , as Instrument No. 154749 , in Official
Records of Riverside County, California.
TOGETHER with those portions of the South half of Lot "KK"
(designated as "A" Street) as shown on said map of Cathedral
City, abutting the above described portions of Lots 164 and 165,
as vacated by Riverside County Board of Supervisors Resolution
No. 79-238, recorded on October 11, 1979 , as Instrument No.
216071 in Official Records of Riverside County, California.
ALSO TOGETHER with that portion of that certain alley, 20 feet
wide, within Lot 164 of said Cathedral City, as shown on the
Record of Survey filed in Book 11, Page 11, of Records of
Survey, abutting the above described portions of Lot 164, as
vacated by City of Cathedral City Council Resolution No. 85-84,
recorded on December 26, 1985, as Instrument No. 290950, in
Official Records of Riverside County.
The above described portions of Lots 164 and 165 of Cathedral
City are also described in the Quitclaim Deeds from the County
of Riverside recorded on September 27, 1982 , as Instrument No.
166377, and on February 22 , 1984, as Instrument No. 35052 , both
in Official Records of Riverside County.
EXHIBIT A
Page 4