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HomeMy WebLinkAboutContract 1208-2 . ia,9 g ')-i TERMINATION OF DISPOSITION AND DEVELOPMENT AGREEMENT AND PURCHASE CON'T'RACT This Termination or Disposition and Development Agreement and Purchase Contract(this "Agreement")is entered into this 71 day ore,Arg ,2007(the"Effective Date").by and between the Redevelopment Agency ofthe City of Cathedral City.a public body,corporate and politic (the "Agency") and CCC Properties. LLC. a California limited liability company ("Developer"). The Agency and Developer are sometimes hereinafter referred to as a"party"or the "parties". RECITALS A. On November 2nd, 2005, the Agency and Developer entered into that certain Disposition and Development Agreement.as amended on April 6th.2006(collectively,the"DDA"), for the purpose of facilitating the redevelopment of certain real properties as more particularly described in the DDA(collectively, the"Property")with an automobile center(the"Project"). B. Under the terms of the DDA,the Developer is required to assemble certain portions of the Property as more particularly described elsewhere in this Agreement(the"Developer Parcels") with certain real property owned by the Agency,all as necessary to develop the Project. C. Due to previously unknown development constraints,the parties have determined that development of the Project is no longer viable or feasible. and the parties desire to terminate the DDA and all of the rights and obligations of the parties under the DDA, under the ternis of this Agreement. D. The parties also desire that the Agency purchase the Developer's right, title and interest in and to the Developer Parcels and that the Developer provide the Agency with an operating covenant upon that certain Chevrolet Dealership(as defined below)in consideration for the Purchase Price(as defined below). under the terms of this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE RECITALS. THE COVENANTS AND CONDITIONS SET FORTH HEREIN BELOW AND FOR OTHER GOOD AND VALUABLE CONSIDERATION,THE SUFFICIENCY AND RECEIPT OF WHICH ARE HEREBY ACKNOWLEDGED, THE AGENCY AND DEVELOPER HEREBY AGREE AS FOLLOWS: TERMS AND CONDITIONS 1. Incorporation of Recitals.The foregoing recitals are true and correct in all material respects and incorporated herein as though set forth in their entirety. copy 2. Termination of DDA. Upon the Close of Escrow(as defined in Section 4 below), the parties desire that the DDA shall automatically terminate and be of no further force or effect.and that all the rights and obligations of the parties set forth under the DDA shall forever terminate. In the event the Close of Escrow does not occur as provided in Section 4 below,this Agreement shall be null and void and of no further force or effect.thereby terminating the rights and obligations of the parties under this Agreement. In the event of termination of this Agreement,each party shall retain those rights and obligations of each respective party as set forth under the DDA. 3. Purchase Price. The Developer Parcels are comprised of those certain three(3)real properties more commonly referred to in the DDA as the "Carpet Property", the "McDonalds Property"and the"Nissan Property",all as more particularly described in Exhibits"A-I through A- 3" attached hereto and incorporated herein by this reference. The Developer owns fee title to the Carpet Property and IvIcDonalds Property, and controls the Nissan Property by virtue of leasehold title under the terms of a long-term lease with the Tramview Land Company, LLC ("Tramview") dated February 15`r'.2004.as amended (the"Nissan Lease"). The Agency agrees to purchase from the Developer and the Developer agrees to sell to the Agency; (i) all ofthe Developer's right,title and interest in and to the Developer Parcels,and(ii)all of the Developer's leasehold right,title and interest in the Nissan Lease, for a purchase price in an amount totaling Five Million Three Hundred Fifty Thousand Dollars(55.350,000)(the"Purchase Price")and the Agency's assumption of all of the Tenant's obligations under the Nissan Lease. Payment of the Purchase Price shall be due and payable to the Developer in accordance with Section 4 below. 4. Sale,Transfer and Assignment of Developer Parcels; Close of Escrow. • (a)The Agency and the Developer agree to establish an escrow for the purchase and sale of the Carpet Property and McDonalds Property and assignment of the Nissan Lease at an escrow company of the Agency's choice(the"Escrow Agent").The escrow shall be opened within five(5) business days after the Agency has formally approved and executed this Agreement.The Agency and the Developer shall provide and execute such additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent is hereby empowered to act under this Agreement.and,upon indicating its acceptance of this Section 4 in writing,delivered to the Agency and the Developer.within five(5)calendar days after the establishment of the escrow,shall carry out its duties as the Escrow Agent hereunder.The Agency and the Developer shall deliver to the Escrow Agent (i) all documents necessary for the conveyance of title to the Developer Parcels, (ii) the Assignment ofLease[as defined in Section 5(h)below],and(iii)the Operating Covenant[as defined in Section 5(a)below],to the extent provided in this Agreement,in con lormitywith the times,and in the manner provided in this Agreement. (h)The Agency and the Developer shall share and pay equally all costs and expenses incurred in connection with closing escrow,including,without limitation,the escrow fee and recording costs: provided, however; that the Developer shall pay all documentary transfer taxes applicable to the Developer Parcels. Escrow Agent shall notify the Agency and the Developer of the costs to be borne by each at least three(3)business days prior to the Close of Escrow. In the event of the Agency's default under this Agreement.the Agency shall pay escrow cancellation fees.if any. In the event of Developer's default under this Agreement. Developer shall pay escrow cancellation fees. if any. (c) The Developer shall timely and properly execute,acknowledge and deliver to the Escrow Agent, a grant deed acceptable to the Agency conveying to the Agency fee title to the Carpet Property and McDonalds Property in accordance with the requirements of this Agreement. (d) The Agency and affiliate of the Developer shall execute and deliver to the Escrow Agent the Operating Covenant as provided in Section 5(a)herein. (e) The Agency and the Developer shall execute and deliver to the Escrow Agent the Assignment of Lease as provided in Section 5(h)herein. (f) The Escrow Agent shall cause a Preliminary Title Report to be prepared and issued by a title company for all three (3) of the Developer Parcels acceptable to the Agency (the "Title Company")and shall promptly provide the Agency and the Developer with copies thereof along with legible copies of all reported title exceptions. (g) All funds received in escrow shall be deposited by the Escrow Agent in an insured account with any state or national bank doing business in the State ofCali fornia,and such funds may he combined with other escrow funds of the Escrow Agent. Such funds shall draw the highest reasonable rate of interest and such interest shall accrue to the party to this Agreement who shall have made the deposit thereof with the Escrow Agent. (h) All communications from the Escrow Agent to the Agency or the Developer shall he directed to the respective parties at the addresses set forth in Section 9 of this Agreement for notices, demands and communications between the Agency and the Developer. (i)Subject to the conditions set forth in Section 4(k)hereo land to any mutually agreed upon written extension of time or extensions otherwise authorized by this Agreement[which the parties hereby agree shall include,but are not limited to,the time necessary to obtain Tramview's approval of the Assignment of Lease and/or Developer obtaining the Additional Coverage (as defined in Section 5(b)below)].conveyance to the Agency of title to the Developer Parcels in accordance with this Agreement shall be completed on or before March 3l ,2007("Close of Escrow"). Possession of the Developer Parcels shall be delivered to the Agency on or before the Close or Escrow as provided in Section 4(k)below. (j) Within five (5) business days of its execution of this Agreement, the Developer shall provide the Agency with:(i)complete and accurate copies of all reports,data,records and/or studies obtained or in the possession of the Developer related to the physical and environmental condition of the Developer Parcels, including without limitation. the Phase I studies and geotechnical report covering certain portions of the Developer Parcels previously obtained by the Developer (collectively,the"Developer Studies"),and(ii)complete and accurate copies of the ALTA Surveys previously obtained by the Developer for portions of the Developer Parcels. 3 (k) The Developer's obligation to complete the Close of Escrow shall be expressly conditioned upon the Agency having remitted the Purchase Price to the Escrow Agent and executed the Assignment of Lease. The Agency's obligation to complete the Close of Escrow shall be expressly conditioned upon satisfaction or written waiver by the Agency oi'each of the following: (I) The Developer shall be able to convey good,marketable and insurable fee title to the Carpet Property and McDonalds Property,subject only to the permitted exceptions as set forth in Section 4(m)of this Agreement and delivery of title insurance evidencing such title as set forth in Section 4(1)of this Aereement;and (2) The Developer shall be able to convey good, marketable and insurable leasehold title to the Nissan Property,subject only to the permitted exceptions as set forth in Section 4(m) of this Agreement and delivery of title insurance evidencing such title as set forth in Section 4(1)of this Agreement: and (3) The Agency shall have approved the condition of the Developer Parcels on the basis of the Developer Studies, and in the event the Agency(at its sole expense)shall have obtained any additional inspections.soil tests,drainage tests,surveys.topographical analysis. engineering studies.environmental or hazardous substance site assessments of the Developer Parcels (the "Agency Studies"), the Agency shall have approved the condition of the Developer Parcels on the basis of the Agency Studies: provided however,the Agency shall only have until March 3 Is',2007 to reject the condition of the Developer Parcels on the basis of the Developer Studies and/or Agency Studies; and (4) The Developer shall have provided the Agency with the Operating Covenant executed by an affiliate of the Developer in accordance with Section 5(a)below; and (5) The Developer shall have executed the Assignment of Lease and obtained Tramview's execution of the"Landlord Consent"section of the same; provided. however, that in the event the Developer has been unable to obtain Tramview's Landlord Consent as required above prior to the date all other conditions to the Close of Escrow have been satisfied or waived by the party for whose benefit such conditions exist. the Agency shall authorize the Escrow Agency to release Three Million Three Hundred Fifty Thousand Dollars ($3,350,000) of the Purchase Price to The Developer upon the Escrow Agent's recordation of grant deeds executed by the Developer transferring fee title to the McDonalds Property and the Carpet Property to the Agency(the"Partial Transfer Date").In such event, the Escrow Agency will hold the Two Million Dollars(S2.000.000)balance ofthe Purchase Price (the "Purchase Price Balance") for remittance to the Developer at such time as the Developer delivers to the Escrow Agent Tramview's executed Landlord Consent, or the Agency. in its sole discretion, authorizes the Escrow Agent to release the Purchase Price Balance to the Developer before such time. The parties understand and agree that in the event the McDonalds Property and Carpet Property are conveyed to the Agency prior to the Close of Escrow, all the terms and conditions of this Agreement shall be understood and 4 construed by the parties to remain applicable to all the Developer Parcels and shall be applied to the Developer Parcels in accordance with reasonable interpretation. The parties further understand and agree that the interest earned upon the Purchase Price Balance from the Partial Transfer Date until the Close of Escrow shall accrue for the benefit of the Developer and that the Purchase Price Balance shall he invested in an interest bearing account reasonably acceptable to the parties and as permitted under law.Upon request of the Escrow Agent,the parties hereby agree to execute any additional or supplemental escrow instructions consistent with the above: and (6) Upon inspection by the Agency,the Developer Parcels shall be in a condition, ready for delivery of possession to the Agency, free of any debris,waste,personal property or other items or accumulations. (I) Concurrently with the Close of Escrow. the Developer shall cause a title insurance company of the Agency's choice to issue a Standard CLTA owners policy of title insurance to the Agency, insuring that the title to the Developer Parcels is as required pursuant to the terms of this Agreement.The title insurance policy shall be in the amount of Four Million Dollars($4,000.000). Nothing contained herein shall be construed to limit Agency's ability to obtain, at its sole cost and expense, additional title insurance and/or endorsements upon the Developer Parcels. (m)The title to the Developer Parcels conveyed by the Developer to the Agency shall be a marketable fee title(except in the case of the Nissan Property,which shall be a marketable leasehold title), free and clear ofencumbrances and exceptions,except for:(a)the agreements,covenants and conditions of the DDA.(b)all pre-existing casements, rights-of-way or other title encumbrances or exceptions as may he set forth in a current preliminary title report which the Agency has approved,in its sole discretion,and(c)real property taxes and assessments for the fiscal year in which the transfer occurs which constitute a lien not yet due and payable. The Developer shall provide the Agency with a current preliminary title report for the Developer Parcels within ten (10) days of the execution of this Agreement. The Agency will notify the Developer that it disapproves of any title exceptions shown by the current preliminary title report within ten(10)days of receipt of the preliminary title report.The Developer shall have ten(10)days from the date of such notice either to agree to remove any disapprove exceptions on or before the closing date,or not to so agree.If the Developer does not agree to remove any disapproved exception to title, the Agency shall have five(5)days thereafter either to waive its prior disapproval of the exception or to notify the Developer that it elects to terminate the Agreement and all further rights and responsibilities of the parties hereunder. (n)Real property and leasehold taxes,bonds and other assessments on the Developer Parcels levied, assessed or imposed as to any period prior to the Close of Escrow shall be borne by the Developer. The Agency shall he liable for all such impositions Ior periods following the Close of Escrow. The Escrow Agency shall prorate and apportion all such impositions in accordance with the above.The Escrow Agent shall also prorate the monthly rent paid by Developer to Trantvicw under the Nissan Lease in accordance with the above so that the Developer shall receive a credit for any amounts of the monthly rent paid that are attributable to the period following the Close of Escrow. 5 (o)Within ten(1 0)days of the execution of this Agreement by the Developer,the Developer shall deliver to the Agency copies of all active and outstanding contracts, service agreements. maintenance agreements,construction agreements and similar documents and records detailing and evidencing any and all management and other services including without limitation, landscaping. security,construction,demolition,repair and property management associated with the Developer Parcels(collectively, "Service Contracts"). The Agency shall, prior to the Close of Escrow,or at such earlier times as required under any applicable agreements.notify the Developer of which ofthe above Service Contracts, if any.Agency desires to assume(so long as permitted raider the relevant Service Contracts). Following such noti fication,the Developer shall assist the Agency as reasonably requested in assuming or continuing any such Service Contracts. Concurrently with the Close of Escrow. or as soon as practical and permitted before or thereafter under the applicable Service Contracts,the Developer shall terminate the remaining Service Contracts. Following the execution of this Agreement by both parties, the Developer shall not renew, alter, amend or modify any existing Service Contracts or enter into any new Service Contracts without the express written consent of the Agency which may be withheld by Agency, in its sole discretion. Developer further represents and warrants that there arc no accrued and outstanding liabilities under the Service Contracts and that all Service Contracts shall be paid current by Developer as of the Close of Escrow. 5. Operating Covenant;Nissan Lease. (a) The parties understand and agree that an affiliate of the Developer currently owns and operates O'Brien Chevrolet currently located at 68-130 Kyle Road and an annex area located at 36- 345 Bankside Drive. Cathedral City, California(collectively, the "Chevrolet Dealership"). As a material condition to the Agency's decision to enter into this Agreement, and in the absence of which. the Agency would not have entered into this Agreement under its present terms, the Developer shall cause an affiliate ofDeveloper to execute the operating covenant attached hereto as Exhibit "B". and incorporated herein by this reference (the "Operating Covenant"), upon the Chevrolet Dealership, which requires. among other things, that the Chevrolet Dealership not be voluntarily relocated outside the City of Cathedral City for a term of ten (10)years. (b) It is a material condition of this Agreement that the Developer assign to the Agency the Tenant's rights,title and interest to and under the Nissan Lease and that the Agency assume all of the Developer's and Joseph D. O'Brien, Jr.'s obligations thereunder from and after the date of assignment with the written approval of Tramview, and indemnify Developer and Joseph D. O'Brien,Jr. from and against all such obligations.The form of such Assignment and Assumption is attached hereto as Exhibit"C"and incorporated herein by this reference unless the parties agree to otherwise. in their sole respective discretion (the "Assignment of Lease"). Notwithstanding the above,it is understood by the parties that Developer's delivery of the executed Assignment of Lease hut without that language contained in the Landlord Consent portion of the same releasing Tenant and Joseph D. O'Brien Jr, as guarantor, from further obligations under the Lease(the "Guarantor Language").will be acceptable to the Agency. It is further understood and agreed by the parties that in the event Tramview withholds its consent to the Nissan Lease assignment to the Agency on the basis that the Agency's existing insurance policies and coverage do not meet the requirements ofthe 6 Nissan Lease, Developer shall, at its sole cost and expense, obtain such additional insurance coverage and/or policies as are required under the Nissan Lease to obtain Tramview's consent(the "Additional('overage"). In such event,the parties understand and agree that Developer's delivery of the executed Assignment of Lease but without that language contained in the Landlord Consent portion of the same requiring Landlord's approval of the Agency's existing insurance policies and coverage(and the Guarantor Language if elected by Devcloper) will be acceptable to the Agency; provided,however;Developer shall be required to maintain the Additional Coverage until the earlier of(i) thirty-six (36) months from the Close of Escrow, or (ii) the Agency's sell. assignment or transfer of its leasehold interest in the Nissan Lease to a third party.The parties further understand and agree that it is the express intent of the parties that the requirement that Developer obtain and maintain the Additional Coverage during the period prescribed above is for the purpose ofobtaining Tramview's consent to the Nissan Lease assignment to the Agency and ensuring that Tramview can not reasonably declare a default under the Nissan Lease on the basis of the Agency's failure to maintain the insurance required under the Nissan Lease during such period. 6. Release and Waiver. Upon the Close of Escrow, both parties, on behalf of themselves and their successors and assigns,release and forever discharge each other from any and all claims,debts,liabilities.obligations,and causes of action,whether known or unknown,suspected or unsuspected,that each party may now have against the other party arising out of or relating to the DDA. The parties are aware that facts may he discovered later that are different from and/or in addition to those that the parties now know or believe to be true concerning the DDA. The parties acknowledge that they have been informed by their attorneys regarding. and are familiar with, California Civil Code section 1 542 which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release. which if known by him must have materially affected his settlement with the debtor." The parties expressly waive all rights under Civil Code section 1542 or any similar law with respect to the DDA and intend that the foregoing releases and discharges extend to all claims regarding the DDA.including those that would otherwise be excepted by operation o f Civil Code section 1 542 or any similar laws. Nothing in the foregoing releases shall prevent any Party from enforcing any right or obligation under this Agreement.The Parties represent and warrant to one another that they have not heretofore assigned to any other person or entity arty claims or rights to be hereby released or discharged. 7. Developer's Representations and Warranties. Developer hereby makes the following representations.warranties,and acknowledgments.and agrees that such representations,warranties and acknowledgments shall be true as of the Close of Escrow and shall survive the Close ofEscrow. 7 7.1 Developer,and the person executing this Agreement on behalf of Developer. has the full right. power and authority to enter into this Agreement and to convey title to the Developer Parcels and to take all actions required of it by the terms of this Agreement. 7.2 All the documents executed by Developer which are to be delivered to Agency at the Close of Escrow will be duly authorized, executed and delivered by Developer and will he legal,valid and binding obligations of Developer enforceable against Developer in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency. moratorium and other principles relating to or limiting the rights of contracting parties generally) and will not violate any provisions of' any agreement to which Developer is a pally or to which it is subject. 7.3 Except as disclosed to the Agency pursuant to Section 4(o)above.Developer has no actual knowledge of any existing or claimed Service Contracts. other contracts or arrangements affecting the Developer Parcels or of any existing or claimed liens,encumbrances or other matters affecting title to the Developer Parcels that are not ofrecord,that will survive the Close of'Escrow. 7.4 Prior to the Close of Escrow or the termination of this Agreement.Developer shall not execute any option, lease. escrow instructions, sale contracts, or other agreements or instruments giving any other party any right of ownership, possession, or use of the Developer Parcels or any part thereof, or further encumber the Developer Parcels or any part thereof. 7.5 Except as disclosed pursuant to the Developer Studies,the Developer has no actual knowledge of the existence of (i) any underground tanks or of any toxic substances or hazardous materials or wastes (as those terms are defined under any federal. state or local laws or regulations) located on or about the Developer Parcels, or(ii) any reports or studies evaluating or disclosing the existence of any such tanks.substances or materials on or about the Developer Parcels. The Developer is not a foreign person under Section 1445 Internal Revenue Code and will execute a Certificate of Non-Foreign Status and deposit same into the Escrow prior to Close of Escrow. 7.6 Developer has no actual knowledge of any violations or alleged violations of any federal. state, county or other governmental or quasi governmental law. statute, ordinance, regulation or administrative or judicial order with respect to the Developer Parcels. 7.7 The Developer Parcels arc being sold in"as-is"condition without warranty. express or implied,of any kind or nature.The Developer will maintain the Developer Parcels in good repair and in the same condition it was in on the date of execution of this Agreement. 7.8 This Agreement has been duly executed by Developer and constitutes the valid and binding agreement of Developer enforceable against Developer in accordance with its terms. 8. Agency's Representations and Warranties. Agency hereby makes the following representations,warranties and acknowledgments,and agrees that such representations,warranties and acknowledgments shall be true as of the Close of Escrow and shall survive the Close of Escrow. 8 8.1 Agency, and the person executing this Agreement on behalf of Agency, has full right, power and authority to enter into this Agreement to purchase the Developer Parcels from Developer and to take all actions required of it by the terms of this Agreement. 8.2 All the documents executed by Agency which are to he delivered to Developer at the Close of Escrow will he duly authorized,executed.and delivered by Agency and will be legal. valid. and binding obligations of Agency enforceable against Agency in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally),and will not violate any provisions of any agreement to which Agency is a party or to which it is subject. 8.3 This Agreement has been duly executed by Agency and constitutes the valid and binding agreement of Agency enforceable against Agency in accordance with its terms. 9. Notices. All notices.requests,demands,and other communications hereunder shall he in writing and shall be delivered in person or sent by registered or certified mail.postage prepaid. commercial overnight courier with written verification of receipt or by telecopy. A notice shall be deemed given: (a) when delivered by personal delivery(as evidenced by the receipt); (b) two(2) business days after deposit in the mail i f sent by registered or ccrti tied mail:(c)one(1)business day after having been sent by commercial overnight courier as evidenced by the written verification of receipt; or(d)on the date of confirmation if telecopied. Notices shall he addressed as set forth below,but any addressee may change its address by written notice in accordance herewith. to the Developer) CCC Properties. LLC 411 Hamilton Blvd. Suite 2002 Peoria. IL 61602 Attn: Joseph D. O'Brien.Jr., Manager (with a copy to) Elias, Meginnes. Riffle &Seghetti, P.C. 416 Main Street.Suite 1400 Peoria, IL 61602-1153 Attn: John S. Elias (to the Agency) Redevelopment Agency of the City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City,CA 92234 Attn: Executive Director 9 (with a copy to) Green,de Bortnowsky& Quintanilla, I.1.P 23301 Calabasas Rd., Ste. 1015 Calabasas, CA 91 302 Ann: Charles R. Green 10. Brokers and Finders. Agency and Developer warrant that the execution of this Agreement was not induced or procured through any person. firm,or corporation acting as a broker or finder. Each party agrees to indemnify and hold the other harmless from and against any damage. liability or cost, including without limitation, reasonable attorneys' fees, arising from or in connection with any claim by any other person,firm.or corporation based upon their having acted as broker or Finder for or in connection with this transaction on behalf of such party. i I. General Provisions. 1 1.I Entire Agreement. This Agreement(including Exhibits attached)constitutes the entire agreement and understanding between the parties with respect to the subject matter contained herein. and supersedes any prior agreement and understanding about the subject matter hereof. This Agreement may only be modified or amended by a written instrument executed by Developer and Agency and deposited with Escrow Agent. 11.2 Time is of the Essence. Time is of the essence of this Agreement and the escrow described herein,notwithstanding any provision to the contrary in the Escrow Agent's general escrow instructions. 11.3 Headings. The subject headings of the sections and paragraphs of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 11.4 Counterparts. This Agreement may he executed in any number of counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 11.5 Successors and Assigns. Each covenant and condition contained in this Agreement shall inure to the benefit of and be binding on the parties to this Agreement and their respective heirs. executors,administrators,personal representatives,successors and assigns. 11.6 Attorneys' Fees: Costs of Litigation. if any legal action or any other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute. breach.default,or misrepresentation in connection with any of the provisions of this Agreement,the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding. in addition to any other relief to which it or they may be entitled, including the fees and costs incurred in enforcing any judgment which may be obtained in said action. 10 • 11.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11.8 Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word"including"shall be construed as if followed by the words"without limitation." This Agreement shall be interpreted as though prepared jointly by both parties. 11.9 Non-Severability. The provisions of this Agreement are not severable. 1 1.10 No Waiver. A waiver ofany provision of this Agreement by a Parlyshall not be deemed a waiver of such provision either before or thereafter or a waiver of any other provision of this Agreement. 1 1.11 Further Assurances. Following the Close of Escrow, the Parties shall. without cost or expense to the other party,timely execute any documents and/or provide any further assurances reasonably requested by the other party to effectuate the intent of this Agreement.This covenant shall survive the termination or expiration of this Agreement. 12. Non-Liability ofOflicialsand Employees of City. No member,official or employee of the Agency or City shall be personally liable to Developer or any successor in interest,in the event of any Default or breach by Agency or for any amount which may become due to Developer or its successors,or on any obligations under the terms of this Agreement. 13. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement,and in signing this Agreement.they do so with full knowledge of any right which they may have., they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement,or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement: and, they have freely signed this Agreement without any reliance upon any agreement.promise.statement or representation by or on behalfofthe other party.or their respective agents.employees or attorneys.except as specifically set forth in this Agreement, and without duress or coercion,whether economic or otherwise. [END OF THIS PAGE] I IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first written above. AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, a public body,corporate and politic By: (''‘,411/- . 61,y, Donald E. Bradley. Execu ve Director By: (d2g::7V-4"°"-- Pat Hammers. Secretary DEVELOPER: CCC PROPERTIES. LLC, a California limit-d liability company By: - Joseph 'B -n- Jr.. M lager APPROVED AS TO FORM: Green, de Bortnowsky&Quintanilla, LLP Agency Counsel CATF1\0025-461DOC\003-7.DOC 3/1/07 500 law 12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ) ss. County of Riverside On March 7,2007, before me, Josefina Meza, Notary Public Date Name and Title of Officer(e.g.,"Jane Doe, Notary Public") personally appeared Donald E. Bradley and Pat Hammers Name(s)of Signer(s) JOSEFIMA MEZA ® Personally known to me or ❑ proved to me on the basis of satisfactory evidence to be the Commission# 1547287 ry i Notary Public-California persons, whose names, are subscribed to the within Riverside County - instrument and acknowledged to me that they executed the My Comm.Expires Feb 17,2009 same in their authorized capacityies, and that by their signatures, on the instrument the persons, or the entity upon _ behalf of which the persons, acted, executed the instrument. WITNESS = d and official seal. Place Notary Seal Above / /,..— ignature of Notary P iic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Termination of Disposition and Development Agreement and Purchase Contract Document Date: March 7, 2007 Number of Pages: 12 Signer(s)Other Than Named Above: Joseph O'Brien and Agency Counsel Capacity(ies) Claimed by Signer Signer's Name: Donald E. Bradley&Pat Hammers ❑ Individual Right Thumbprint ❑ Corporate Officer-Title(s): Executive Director&Secretary of Signer ❑ Partner- 0 Limited ❑General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Redevelopment Agency of City of Cathedral City