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PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
BETWEEN
THE CITY OF CATHEDRAL CITY, a municipal corporation,as HOUSING
SUCCESSOR to THE REDEVELOPMENT AGENCY OF THE CITY OF
CATHEDRAL CITY, a public body corporate and politic
•
("SELLER")
AND
TRI-MILLENNIUM CATHEDRAL CITY, LLC,
a California limited liability company
("BUYER")
C1002-004-1345137 1
TABLE OF CONTENTS
1. Purchase and Sale 1
2. Purchase Price 1
3. Escrow 2
4. Due Diligence Period 2
5. Title Review 3
6. Survey 3
7. Title Policy and Deed 4
8. Existing Tenant 4
9. Inspection 4
10. Buyer's Default 5
11. Seller's Default 5
12. Brokers 5
13. AS IS Condition 6
14. Release 6
15. Seller's Representations and Warranties 7
16. Buyer's Representations and Warranties 7
17. Bill of Sale and Assignment of Contracts. 7
18. Notices 8
19. Conditions of Closing 8
20. Closing 8
21. Closing Costs 9
22. Prorations 9
23. Time of Essence 9
24. Assignment 9
25. Attorneys' Fees 9
26. Cooperation 9
27. Interpretation/Forum/Venue 9
28. Successors and Assigns 9
29. Severability 10
30. Counterparts 10
31. Survival 10
AWL
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MI I
32. Withholding Requirements 10
33. Dates of Performance 10
34. Integration 10
35. Effective Date 10
TABLE OF EXHIBITS
Legal Description of the Land Exhibit"A"
Grant Deed Exhibit`B"
Form of Bill of Sale Exhibit"C"
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01002-004-13451$7i
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions("Agreement")is dated
as of this 10th day of April,2014("Effective Date")by and between The City of Cathedral City,
a municipal corporation, as Housing Successor to The Redevelopment Agency of the City of
Cathedral City, a public body, corporate and politic ("Seller"), and Tri-Millennium Cathedral
City, LLC, a California limited liability company ("Buyer"). Hereafter, Buyer and Seller are
sometimes individually referred to as a"Party,"and collectively as the"Parties."
RECITALS
WHEREAS, Seller owns an approximately 21,868 square foot parcel of real property,
located in the City of Cathedral City, County of Riverside, State of California, as more
particularly described in Exhibit"A", attached hereto and incorporated herein by this reference
("Land");
WHEREAS, the Land is improved with an approximately 3,339 square foot building,
which building, together with the Land and those certain intangibles and other property rights
described in the Bill of Sale (as defined in Section 17, below), will collectively be referred to
hereafter as the"Property";
WHEREAS,Buyer desires to purchase the Property from Seller and Seller desires to sell
the Property to Buyer,on the terms and conditions contained in this Agreement;and
WHEREAS,the Parties desire to enter into this Agreement to memorialize the terms and
conditions upon which Seller will sell,and Buyer will purchase,the Property.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are
incorporated herein by this reference, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and for the mutual covenants contained
herein,the Parties agree as follows:
1. Purchase and Sale. Buyer will purchase the Property from Seller and Seller will
sell the Property to Buyer, subject to the terms, conditions and covenants contained in this
Agreement.
2. Purchase Price. The purchase price for the Property will be the fixed sum of
Fifty-Eight Thousand Dollars($58,000)("Purchase Price"),which is not adjustable if the actual
land size is more or less than that set out in the Recitals. The Purchase Price will be payable as
follows:
(a) Five Thousand Dollars ($5,000) ("Deposit") will be delivered to Escrow Holder
(as defined in Section 3, below) within five (5) business days after the Effective
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Date of this Agreement, to be held in an interest-bearing escrow account with
interest accruing to Buyer (or to Seller in the event Buyer fails to complete the
acquisition of the Property as a result of Buyer's default and the Deposit is
released to Seller as liquidated damages pursuant to Section 10,below);and
(b) The balance of the Purchase Price, plus Buyer's share of all escrow costs and any
other costs required to be paid by Buyer hereunder,will be deposited with Escrow
Holder at least one (1) day prior to the Closing Date (as defined in Section 3,
below) by cash, certified check or federal wire transfer of immediately available
federal funds.
3. Escrow. Within two (2) days after this Agreement is executed by both Parties,
Seller will open an escrow("Escrow")with First American Title Insurance Company,Attention:
Peggy Sue Lane, 74-770 Highway 111, Suite 101, Indian Wells, California 92210 ("Escrow
Holder" and "Title Company"), by delivering a fully-executed copy of this Agreement to
Escrow Holder. This Agreement will constitute escrow instructions. If required by Escrow
Holder, Seller and Buyer will execute any standard escrow instructions required by Escrow
Holder, provided that, in the event of any inconsistency between such escrow instructions and
this Agreement,this Agreement will control, notwithstanding the fact that either Party may have
intentionally or inadvertently executed such inconsistent instructions. Escrow fees will be
subject to the review and commercially reasonable approval of Buyer and Seller and shared in
the manner provided herein. The "Close of Escrow", "Closing Date" or the "Closing"will be
the date the Deed(as defined in Section 7,below)is recorded.
4. Due Diligence Period. For the first sixty(60)following the Effective Date("Due
Diligence Period"), Buyer will have the right to review and approve or disapprove the matters
set forth below,and Buyer's obligations hereunder will be conditioned upon Buyer's approval of
such matters, in its sole and absolute discretion. If Buyer approves of such matters, Buyer will
provide written notice of such approval to Seller and Escrow Holder ("Approval Notice"). If
Buyer disapproves of such matters, Buyer will provide written notice of such disapproval to
Seller and Escrow Holder ("Disapproval Notice"), in which event the Deposit and all accrued
interest will be refunded to Buyer,this Agreement will terminate,and neither Party will have any
further rights or obligations hereunder (except for those obligations which expressly survive the
termination of this Agreement). In the event that Buyer fails to provide a Disapproval Notice or
otherwise terminate this Agreement on or before the expiration of the Due Diligence Period,
Buyer will be deemed to have provided an Approval Notice as set forth hereinabove, in which
event this Agreement will continue in full force and effect, and the Deposit (together with all
accrued interest)will immediately become nonrefundable,but applicable to the Purchase Price.
The matters subject to Buyer's approval during the Due Diligence Period include,
without limitation:
(a) A review of the condition of title to the Property;
(b) The physical condition of the Property disclosed by Buyer's own non-invasive
inspections of the Property;and
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C1002-004-1345167.1
(c) The economic viability and suitability of the Property for Buyer's intended use
thereof;and
(d) A review of copies of documents and materials pertaining to the Property (to the
extent the same are in Seller's(or its agents')reasonable possession or control).
5. Title Review. Within ten (10) days of the Effective Date, Escrow Holder will
cause a title commitment for a CLTA Standard Owner's Title Commitment ("Commitment")
with respect to the Property to be issued by the Title Company, together with copies of all
instruments, if any, referred to in the Commitment as exceptions to title (collectively,
"Underlying Documents"). The Commitment will also contain the Title Company's
commitment to issue such California Land Title Association endorsements (collectively,"CLTA
Endorsements") to the Policy (as defined in Section 7, below) as Buyer or its lender will
require. If Buyer objects to any matters disclosed in the Commitment (and any survey Buyer
elects to obtain pursuant to Section 6, below), Buyer will notify Seller, in writing, of such
disapproved matters and Buyer's required cure therefor within thirty(30)days following Buyer's
receipt of both the Commitment and the Underlying Documents ("Title Objection Notice").
Seller will then have the option, in Seller's sole and absolute discretion, to elect to either: (a)
cure some or all of Buyer's disapproved matters as required by Buyer's Title Objection Notice,
or(b)not to cure such disapproved matters,by providing written notice of such election to Buyer
within ten (10) business days following receipt of the Title Objection Notice ("Response
Period"). Seller's failure to respond to the Title Objection Notice prior to the expiration of the
Response Period will be deemed Seller's election not to cure such disapproved matters. If Seller
elects (or is deemed to have elected) not to cure the disapproved matters, then Buyer will have
the option, exercisable by written notice to Seller received no later than ten (10) business days
following the Response Period, to either accept the status of title subject to such disapproved
matters and proceed with this Agreement, or to provide Seller and Escrow Holder with written
notice of termination, in which event the Deposit will be returned to Buyer, and neither Party
will have any further rights or obligations hereunder. Buyer's failure to give written notice of its
election within the foregoing time period will be deemed Buyer's election to accept the status of
title and proceed with this Agreement.
6. Survey. Buyer, at its sole cost and expense and at its discretion, may obtain a
survey of the Land, prepared by a registered surveyor licensed in the State of California, which
survey will delineate and monument the exact boundary lines of the Land ("Survey"). The
Survey will (a) depict the location of all easements and rights-of-way, buildings and other
improvements, encroachments and other matters; and (b) reflect the exact square footage of the
Land, together with a metes and bounds description of the Land. To the extent said metes and
bounds description differs from that reflected on Exhibit "A" hereto, such metes and bounds
description will be substituted in place of the legal description currently set forth in Exhibit"A"
and thereafter, will (x) become a part of this Agreement without the necessity of any further
action by any party hereto,and(y)be used as the legal description for the Land in the"Deed"(as
defined in Section 7, below). In the event Buyer elects not to obtain a Survey, then the legal
description of the Land set forth in Exhibit"A" will be confirmed by the Escrow Holder during
Escrow.
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7. Title Policy and Deed. At the Closing, Seller will convey to Buyer good and
marketable title to the Property by grant deed in substantially the form of Exhibit "B" attached
hereto and incorporated herein by this reference ("Deed"), which Deed reflects the same
nondiscrimination and affordable housing covenants (collectively, "Deed Restrictions") which
were contained in the deed from Seller to Buyer when Buyer purchased the 12.75-acre parcel
adjacent to the Property from Seller in 2012 ("Adjacent Property"). Seller's conveyance of the
Property to Buyer at the Closing will be free and clear of all encumbrances, tenants, and other
occupants, with the exception of the "Permitted Exceptions," which, for purposes of this
Agreement, "Permitted Exceptions" will include: (a) the standard exceptions to coverage
contained in the Policy (defined hereinbelow) not endorsed-over; (b) taxes not yet due and
payable; (c) all exceptions shown on the Commitment or any supplemental report, other than
those exceptions, if any, which Seller has eliminated or cured in accordance with Section 5,
above; (d) any exceptions resulting from Buyer's entry upon the Property or otherwise created at
the direction of Buyer; (e) all other exceptions approved (or deemed approved) by Buyer during
the Due Diligence Period or otherwise approved in writing by Buyer prior to the Close of
Escrow; (f) the Deed Restrictions; and (g) the existing Tenant (as defined in Section 8, below).
At the Closing, Buyer(at its election), will also be able to obtain an ALTA Extended Coverage
Title Insurance Policy("Policy") issued by the Title Company, insuring marketable title to Buyer
and containing no exceptions or conditions other than the Permitted Exceptions, and containing
the CLTA Endorsements which Buyer or its lender will require. Seller will pay the cost of the
CLTA standard coverage portion of the Policy, and Buyer will pay the difference in the cost of a
CLTA standard coverage policy and an ALTA extended coverage policy, plus the cost of any
CLTA Endorsements which Buyer elects to obtain.
8. Existing Tenant. The Property is currently subject to a month-to-month lease
("Lease"), which Lease Seller will terminate prior to the Closing. Seller will also use
commercially reasonable efforts to cause the existing tenant under the Lease ("Tenant") to
vacate the Property on or before the Closing Date. In the event that Seller is unable to cause the
Tenant to vacate the Property on or before the Closing Date,then, concurrent with the Close of
Escrow, Seller will assign its rights under the Lease to Buyer, and Buyer will take the Property
subject to the Lease. In that regard, Buyer acknowledges and agrees that, until the Close of
Escrow,any and all rental income paid by the Tenant pursuant to the Lease will belong to Seller.
9. Inspection. During the Due Diligence Period, and following Seller's prior
written but reasonable consent, Buyer(at Buyer's sole cost)will have the right to enter upon the
Property for the purpose of conducting certain non-invasive inspections and tests as would
normally be expected to be performed by a prudent prospective Buyer. Prior to entry upon the
Property, Buyer and its consultants will provide Seller with copies of certificates of insurance
evidencing comprehensive general liability insurance policies (naming Seller as an additional
insured)with limits not less than One Million and No/100 Dollars($1,000,000.00),and issued by
insurance companies authorized to issue insurance in the State of California which carry an AM
Best rating of A-VII or better. Buyer will at all times conduct its inspections in a manner so as to
not cause liability, damage, lien, loss, cost or expense to Seller or the Property. Buyer will
indemnify and hold Seller harmless from and against any and all liabilities, damages, losses,
costs,expenses,claims and liens arising out of any act or failure to act of Buyer or its authorized
agents as a result of their respective activities on the Property. Buyer will in all events promptly
return the Property to, as near as possible, its condition and repair prior to the inspections. Seller
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will have the right, at its option, to cause a representative of Seller to be present at all
inspections, reviews and examinations conducted hereunder. In the event of Buyer's default
under this Agreement, and in addition to Seller's rights under Section 10 of this Agreement,
Buyer will provide Seller(at no cost to Seller) with copies of any written reports relating to the
Property prepared for or on behalf of Buyer by any third party, without representation or
warranty as to accuracy or completeness. In the event of any termination of this Agreement,
Buyer will return all documents and other materials furnished by Seller hereunder (and destroy
any copies thereof made by Buyer or its agents or representatives).
10. Buyer's Default. IF BUYER DEFAULTS UNDER THIS AGREEMENT,
PROVIDED SELLER IS NOT ITSELF IN DEFAULT, SELLER WILL BE RELEASED FROM
ANY OBLIGATION TO SELL THE PROPERTY TO BUYER, BUT SELLER, BY
INITIALING THIS SECTION, WILL HAVE RELEASED BUYER FROM ANY CLAIMS OR
CAUSES OF ACTION ARISING OUT OF SUCH DEFAULT, AND BUYER WILL HAVE
AGREED THAT SELLER WILL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES,
AND THAT SUCH RETENTION WILL BE SELLER'S SOLE REMEDY AGAINST BUYER
IN REGARD TO SUCH DEFAULT. THE PARTIES HERETO HAVE CONSIDERED THE
AMOUNT OF DAMAGES WHICH SELLER IS LIKELY TO INCUR IN THE EVENT OF A
DEFAULT OR BREACH HEREUNDER BY BUYER, AND THE PARTIES HERETO HAVE
AGREED THAT THE DEPOSIT IS A REASONABLE APPROXIMATION AND
LIQUIDATION OF SELLER'S POTENTIAL DAMAGES, CONSIDERING ALL OF THE
CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT,INCLUDING THE
RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT
REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF
ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE RECEIPT AND
RETENTION OF SUCH AMOUNT BY SELLER IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE,
AND WILL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN
THE MEANING OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION.
SAID AMOUNT OF LIQUIDATED DAMAGES WILL BE IN LIEU OF ANY OTHER
REMEDIES, DAMAGES, OR SUMS DUE OR PAYABLE TO SELLER. IN PLACING
THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY HEREBY
EXPRESSLY CONFIRMS THE ACCURACY OF ATEMENTS MADE ABOVE.
BUYER SELL R
11. Seller's Default. If the transaction c, templated hereunder fails to close as the
result of Seller's default under this Agreement, then,provided Buyer is not itself in default,then
Buyer's sole and exclusive remedy will be to pursue an action against Seller for specific
performance.
12. Brokers. Buyer and Seller each represent to the other that they have not
employed or contracted with any broker, agent, or finder on their behalf in connection with this
transaction. It is agreed that any claims for brokerage or agency, commissions or finder's fees
made against Seller or Buyer in connection with the transaction contemplated by this Agreement
will be paid by the Party whose actions or alleged commitments form the basis of such claims
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and that such Party will indemnify and hold harmless the other Party from and against any and
all such claims and demands(including costs and attorneys' fees).
13. AS-IS Condition. In the event that Buyer closes Escrow, such Closing will
evidence Buyer's acceptance of the Property in its AS IS, WHERE IS, SUBJECT TO ALL
FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER,
PERFORMANCE OR CONDITION, except as specifically set forth herein. Accordingly, upon
the Closing, Buyer is acquiring the Property with such knowledge as Buyer deems acceptable of
the physical condition of the Property, the nature of the Seller's interest in, and use of the
Property, all zoning, other land use laws, and other governmental requirements affecting the
Property, and of the conditions, restrictions encumbrances and all matters of record relating to
the Property. The Closing will constitute Buyer's acknowledgement that Buyer has acquired its
knowledge of the Property and its condition by means independent of Seller or any agent of
Seller. The Property is being acquired by Buyer as a result of Buyer's own knowledge,
inspection, and investigation and not as a result of any representations made by Seller or any
employee, official, consultant or agent of Seller relating to the condition of the Property, unless
such statement or representation is expressly and specifically set forth in this Agreement. Except
to the extent expressly and specifically set forth in this Agreement, Seller hereby expressly and
specifically disclaims any express or implied warranties regarding the Property. Without
limiting the foregoing in any manner, Buyer acknowledges and agrees that Buyer will be solely
responsible for any and all construction and/or other modifications to the Property which may be
necessitated or desired in connection with the development of the Project (as defined in
Section 19,below).
14. Release. Conditioned on the Closing, Buyer hereby releases Seller and all of
Seller's representatives, principals, officers, agents, attorneys, employees, contractors, and
consultants (collectively, the "Seller Related Parties") from any and all liability in connection
with any and all claims, rights, demands, actions, causes of action, liabilities, promises,
agreements, costs, losses, debts, attorneys' fees, of any kind or nature whatsoever which Buyer
now has or in the future may have, for, on account of, resulting directly or indirectly from, or
arising out of: (a)this Agreement, (b)the condition of the Property, or any portion thereof
including, without limitation, the existence of hazardous substances or Hazardous Materials (as
defined hereinbelow) on, or environmental conditions relating to, the Property or any portion
thereof, or any matters arising under Environmental Laws (as defined hereinbelow) which are
related to the Property, or (c)any acts, occurrences, or matters (including, without limitation,
entitlements and other governmental approvals either benefiting or not benefiting the Property)
of whatever kind or nature in any way related to the Property or any portion thereof; provided,
however, that nothing in this Section 14 will constitute a release of Seller of: (x) its express
obligations under this Agreement; (y) Seller's express representations and warranties contained
in Section 15, below, or (z) any actions, liabilities, costs or expenses arising from claims for
personal injury or property damage occurring on the Property prior to the Closing Date. This
release includes claims of which Buyer is at present unaware or which Buyer does not at present
suspect to exist which, if known by Buyer, would materially affect Buyer's release of Seller and
the Seller-Related Parties. Buyer specifically waives the provision of California Civil Code
Section 1542,which provides as follows:
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"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 TO HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
The provisions of this Section 14 will survive the Closing and any earlier termination of this
Agreement. Buyer has set forth its initials below to indicate its awareness and acceptance of
each and every provision of this Section 14.
BOYER'S INITIALS
As used herein, "Environmental Law" will mean any law, statute, ordinance or regulation
pertaining to health, industrial hygiene or the environment including, without limitation,
CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980)
and RCRA (Resources Conservation and Recovery Act of 1976). For purposes of this
Agreement, "Hazardous Material" means any substance, material or waste which is or becomes
designated,classified or regulated as being"toxic"or"hazardous"or a"pollutant"or which is or
becomes similarly designated, classified or regulated, under any Environmental Law, including,
without limitation,asbestos,petroleum and petroleum products.
15. Seller's Representations and Warranties. Seller represents and warrants to
Buyer that, to the present actual knowledge of Seller, as of the date this Agreement is executed
and as of the Closing Date:
(a) The person(s) executing this Agreement have the authority to act on behalf of
Seller and to enter into this Agreement;and
(b) Seller is in lawful possession of the Property, and, with the exception of the
Tenant and any exceptions reflected in the Commitment, no other interest or
claim against the Property exists.
For purposes of this Section 15, to "the present actual knowledge of Seller" or words of similar
import mean the present knowledge of Tami E. Scott, on behalf of the City of Cathedral City,
without the duty of investigation or due diligence.
16. Buyer's Representations and Warranties. Buyer represents and warrants to
Seller that, as of the date this Agreement is executed and as of the Closing Date, the person(s)
executing this Agreement have the authority to act on behalf of Buyer and to enter into this
Agreement.
17. Bill of Sale and Assignment of Contracts. At least five (5)business days prior
to the Close of Escrow, each of Buyer and Seller will execute three (3) counterpart originals of
the Bill of Sale and Assignment of Contracts in the form of Exhibit"C"attached hereto ("Bill of
Sale"). At the Closing, Escrow Holder will collate and distribute two (2) fully-executed
originals of the Bill of Sale to Seller,and one(1)fully-executed original to Buyer.
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18. Notices. All notices and requests under this Agreement will be in writing and
will be in writing and will be sent by: (a) certified or registered mail, postage prepaid, return
receipt requested, (b)personal delivery, or(c) a recognized overnight carrier that provides proof
of delivery,and will be addressed as follows:
To Seller: To Buyer:
City of Cathedral City Tri-Millennium Cathedral City,LLC
68-700 Avenida Lalo Guerrero 8730 Wilshire Blvd.,Ste.202
Cathedral City,CA 92234 Beverly Hills,CA 90211
Attn: Tami E. Scott, Attn: Nasser Mehdizadeh
Administrative Services Director
With a Corn,to:
Gresham Savage Nolan&Tilden
550 E.Hospitality Lane,Suite 300
San Bernardino,CA 92408
Attn: Kevin K.Randolph,Esq.
Title Company&Escrow Holder:
First American Title Insurance Company
74-770 Highway 111,Suite 101
Indian Wells,CA 92210
Attn:Peggy Sue Lane
All notices will be effective upon receipt or rejection.
19. Conditions of Closing. Seller acknowledges that Buyer intends to develop the
Property in conjunction with the Adjacent Property as a planned residential development
("Project"), which development will be constructed in phases (each, a "Phase"), with the
development of the Property occurring during the final Phase(s) of the Project. In that regard,
and in addition to any other conditions provided in this Agreement for the benefit of Buyer
and/or Seller,the obligation of Seller to sell the Property to Buyer,and the obligation of Buyer to
purchase the Property from Seller will be contingent upon Buyer's acquisition at its sole cost and
expense of(a) all final and non-appealable discretionary approvals and entitlements required by
Buyer for Buyer's intended development and use of the Project as a planned residential
development,and(b)all permits and other approvals required by the City and all other cognizant
governmental authorities for Buyer's demolition of existing structures, grading of the Project,
and vertical construction of the residential units to be located in the first Phase of the Project.
20. Closing. The Closing will take place at a place and time mutually agreed upon by
the Parties, within ninety (90) days following the satisfaction or waiver of the conditions of
Closing set forth in Section 19, above. In no event, however, will the Closing occur later than
eighteen (18)months following the Effective Date of the Agreement("Outside Closing Date"),
unless otherwise agreed to in writing by the Parties. In the event that the Outside Closing Date
occurs prior to the satisfaction or written waiver of the conditions to Closing, and the Partie
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C1002.004-1345►
have not otherwise agreed to extend the Outside Closing Date, then either Party will have the
right to terminate this Agreement, in which event neither Party will have any further rights or
obligations hereunder(except for those obligations which expressly survive the Closing or earlier
termination of this Agreement).
21. Closing Costs.
(a) Seller will pay: (i)one-half(1/2) of Escrow Holder's fee; (ii)documentary transfer
taxes, if any; (iii) the cost of recording the Grant Deed; and (iv) the cost of a
CLTA Standard Owner's Title Insurance Policy for the Property in the amount of
the Purchase Price.
(b) Buyer will pay: (i)one-half (%a) of Escrow Holder's fee; (ii)title insurance
premium for the difference in an ALTA Extended Coverage Title Insurance
Policy and a CLTA Standard Policy, if so elected by Buyer; and (iii) any CLTA
Endorsements that Buyer elects to purchase.
22. Prorations. All real and personal property taxes and assessments (if applicable)
and utilities will be prorated and adjusted on the basis of the actual days in the calendar year.
Buyer will pay for the date of Closing.
23. Time of Essence. Time is expressly declared to be of the essence of this
Agreement.
24. Assignment. Neither Buyer nor Seller will assign its rights or delegate its
obligations under this Agreement without obtaining the prior written consent of the other Party,
which consent will not be unreasonably withheld or delayed.
25. Attorneys' Fees. If any action, proceeding, or arbitration is brought to interpret
or enforce the terms of this Agreement, the prevailing party will be entitled to recover from the
other Party, in addition to all other damages,all costs and expenses of such action,proceeding,or
arbitration, including but not limited to actual attorneys' fees, witness fees', and court costs. The
phrase "prevailing party" as used in this Section will include a party who receives substantially
the relief desired whether by dismissal,summary judgment,or otherwise.
26. Cooperation. Each Party will fully cooperate with the other in connection with
the requirements imposed by this Agreement upon the other,to the end that neither Party will act
in any manner to impede the other in performing its obligations under this Agreement.
27. Interpretation/Forum/Venue. This Agreement will be construed and enforced
in accordance with the laws of the State of California as applicable to contracts entered into in
California among parties doing business therein. The Parties agree that any litigation or dispute
concerning this Agreement or the transaction contemplated hereby will be resolved in the
Superior Court of the State of California, County of Riverside only.
28. Successors and Assigns. Subject to the limitations on assignment contained in
Section 24, above, this Agreement will be binding upon and inure to the benefits of the heirs,
successors,and assigns of the Parties to this Agreement.
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29. Severability. If any provision of this Agreement is found by any court of
competent jurisdiction to be invalid, illegal, or unenforceable,then such portion will be deemed
severed from this Agreement and the Parties will negotiate in good faith to modify this
Agreement to fulfill as closely as possible the original intent and purpose of this Agreement.
30. Counterparts. This Agreement may be executed in any number of counterparts,
each of which will be deemed an original,but all of which,together, will constitute one and the
same instrument.
31. Survival. All representations, warranties, covenants and agreements of the
Parties will survive the Closing and the delivery and recordation of all deeds delivered and
recorded under this Agreement.
32. Withholding Requirements. Buyer and Seller agree to comply with any
withholding requirements of Federal or State law.
33. Dates of Performance. In the event that any date for performance by either Party
of any obligation hereunder required to be performed by such Party falls on a Saturday, Sunday
or nationally established holiday, the time for performance of such obligation will be deemed
extended until the next business day following such date.
34. Integration. This Agreement,together with all the agreements referenced herein,
constitutes the entire agreement between the Parties pertaining to the subject matter contained in
it and supersedes all prior and contemporaneous discussions, agreements, representations, and
understandings of the Parties. No supplement, modification, or amendment of this Agreement
will be binding unless executed in writing by all the Parties. No waiver of any of the provisions
of this Agreement will be considered, or will constitute, a waiver of any other provision, and no
waiver will constitute a continuing waiver. No waiver will be binding unless executed in writing
by the Party making the waiver.
35. Effective Date. The Effective Date of this Agreement will be the last date on
which both Parties have executed this Agreement.
[SIGNATURES TO FOLLOW]
4`.1L
r r 10
C1002-004-1345117.1
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first
set forth above.
"BUYER" "SELLER"
TRI-MILLENNIUM CATHEDRAL THE CITY OF CATHEDRAL CITY,a
CITY,LLC,a California limited liability municipal corporation,as HOUSING
company SUCCESSOR to THE REDEVELOPMENT
AGENCY OF THE CITY OF CATHEDRAL
BY CITY,a� .. publi• .dy co , : d politic
j
Title: �� — 2��y By: FE./
/-1/ J-- 1 . Scott,Admin. Services Dir.
APPROVED • 0 FORM:4
• 1
I. �_:`�
•r:"ems'
11
C1002-004-1345187.1
EXHIBIT"A"
LEGAL DESCRIPTION OF THE LAND
All that certain real property located in the City of Cathedral City, County of Riverside, State of
California,more particularly described as follows:
PARCEL A OF LOT LINE ADJUSTMENT NO. 2011-462, AS DESCRIBED IN THE
CERTIFICATE OF COMPLIANCE, RECORDED OCTOBER 20, 2011, AS INSTRUMENT
NO. 2011-0462944, AS AMENDED BY THAT CERTAIN CORRECTED CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2011-462,RECORDED APRIL 26, 2012, AS
INSTRUMENT NO. 2012-0188795, OF OFFICIAL RECORDS, IN THE COUNTY OF
RIVERSIDE,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF THE EASTERLY 197.86 FEET OF THE WEST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17,TOWNSHIP 4 SOUTH,RANGE 5 EAST, SAN BERNARDINO
MERIDIAN, AND OF THE WESTERLY 65.94 FEET OF THE EAST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17,TOWNSHIP 4 SOUTH,RANGE 5 EAST, SAN BERNARDINO
MERIDIAN, BEING PORTIONS OF LOTS 65 AND 66,AS SHOWN ON ASSESSOR'S MAP
NO. 45, ON FILE IN BOOK 2, PAGE 2, OF ASSESSOR'S MAPS, RECORDS OF
RIVERSIDE COUNTY,DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID WEST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF
SAID LOT NO. 65;
THENCE, NORTH 00° 05' 10" EAST ALONG THE WEST LINE OF SAID LOT 66 A
DISTANCE OF 30.00 FEET;
THENCE, NORTH 89° 43' 53" EAST, ALONG A PARALLEL WITH AND DISTANT 30.00
FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE SOUTH LINE OF
THE SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 17, A DISTANCE OF 65.94
FEET TO THE EAST LINE OF SAID LOT 66;
THENCE, ALONG SAID EAST LINE,NORTH 00° 02' 46" EAST A DISTANCE OF 258.33
FEET TO THE TRUE POINT OF BEGINNING;
THENCE, CONTINUING ALONG SAID EAST LINE OF LOT 66, NORTH 00° 02' 46"
EAST, 160.00 FEET;
THENCE, SOUTH 89°43' 53"WEST, PARALLEL WITH THE SAID SOUTH LINE OF THE
WEST HALF,A DISTANCE OF 123.00 FEET;
*a' Exhibit"A"—Page 1
THENCE, SOUTH 00° 02' 46"WEST, PARALLEL WITH THE SAID EAST LINE OF SAID
LOT 66, A DISTANCE OF 160.00 FEET TO A POINT ON A SOUTH LINE OF PARCEL 2,
AS DESCRIBED IN THE CERTIFICATE OF COMPLIANCE FOR LOT LINE
ADJUSTMENT NO. 98-269,RECORDED ON NOVEMBER 25, 1998 AS INSTRUMENT NO.
512704, IN OFFICIAL RECORDS OF RIVERSIDE COUNTY, SAID SOUTH LINE IS
DESCRIBED IN THE DESCRIPTION OF SAID PARCEL 2 IN SAID CERTIFICATE OF
COMPLIANCE AS "NORTH 89°43' 53"EAST, 126.50 FEET';
THENCE, NORTH 89° 43' 53" EAST ALONG SAID SOUTH LINE, 123.00 FEET TO THE
TRUE POINT OF BEGINNING.
APN 677-510-061
Exhibit"A"—Page 2
C1002-004-1343107.1
EXHIBIT`B"
GRANT DEED
Recording Requested by: )
) .
)
CITY OF CATHEDRAL CITY )
)
After Recordation,Mail to: )
Tri-Millennium Cathedral City,LLC )
8730 Wilshire Blvd.,Suite 202 )
Beverly Hills,CA 90211 )
Attn:Nasser Mehdizadeh )
)
Mail Tax Statements to: )
Tri-Millennium Cathedral City,LLC )
8730 Wilshire Blvd.,Suite 202 )
Beverly Hills,CA 90211 )
Attn:Nasser Mehdizadeh )
GRANT DEED
For valuable consideration,the receipt of which is hereby acknowledged,
The City of Cathedral City, a municipal corporation, as Housing Successor to the
Redevelopment Agency of the City of Cathedral City pursuant to Section 34176 of the California
Health and Safety Code ("Grantor"), hereby grants to Tri-Millennium Cathedral City, LLC, a
California limited liability company ("Grantee"), the real property (the "Property") legally
described in Exhibit"A",attached hereto and incorporated herein by this reference,subject to the
following:
A. Nondiscrimination Covenants
1. The Grantee covenants by and for itself, its heirs, executors, administrators
and assigns, and all persons claiming under or through them,that there will be no
discrimination against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, age, marital status, national origin,
ancestry,sexual orientation or domestic partnership arrangement in the sale,lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or
through it, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location,number,use or occupancy of
tenants,lessees,subtenants,sublessees or vendees in the Property.
Exhibit`B"—Page 1
cl.,1110.1 •
2. All deeds, leases or contracts made relative to the Property, will contain the
following nondiscrimination clauses:
(a) In deeds: "The grantee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or
through them, that there will be no discrimination against or segregation of
any person or group of persons on account of race, color, creed, religion,
sex, age, marital status, national origin, ancestry, sexual orientation or
domestic partnership arrangement in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land herein conveyed, nor will the
grantee, himself, or any person claiming under or through him, establish or
permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in the land herein conveyed. The
foregoing covenants will run with the land."
(b) In leases: "The lessee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or
through him, and this lease is made and accepted upon and subject to the
condition that there will be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex,
age, marital status, national origin, ancestry, sexual orientation or domestic
partnership arrangement in the leasing, subleasing, transferring, use,
occupancy,tenure or enjoyment of the land herein leased,nor will the lessee
himself, or any person claiming under or through him, establish or permit
any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy, of tenants,
lessees, subtenants, sublessees or vendees in the land herein leased."
(c) In contracts: "There will be no discrimination against or segregation of
any person or group of persons on account of race, color, creed, religion,
sex, age, marital status, national origin, ancestry, sexual orientation or
domestic partnership arrangement in the sale, lease, sublease, transfer, use,
occupancy,tenure or enjoyment of the land, nor will the transferee himself,
or any person claiming under or through him, establish or permit any such
practice or practices of discrimination or segregation with reference to the
selection, location,number,use or occupancy of tenants, lessees,subtenants,
sublessees or vendees of the land."
3. No violation or breach of the covenants, conditions, restrictions, provisions
or limitations contained in this Grant Deed will defeat or render invalid or in any
way impair the lien or charge of any mortgage, deed of trust or other financing or
security instrument; provided, however, that any successor of Grantee to the
Property will be bound by such remaining covenants, conditions, restrictions,
limitations and provisions, whether such successor's title was acquired by
foreclosure,deed in lieu of foreclosure,trustee's sale or otherwise.
Exhibit`B"—Page 2
/ CI 134 It
4. The covenants contained in this Grant Deed will be binding for the benefit
of the Grantor and its successors and assigns,and such covenants will run in favor
of the Grantor in perpetuity, without regard to whether the Grantor is or remains
an owner of any land or interest herein to which such covenants relate. The
Grantor, in the event of any breach of any such covenants, will have the right to
exercise all any and all remedies, and to maintain any actions at law or suits in
equity or other proper proceedings to enforce the curing of such breach as are
available in law. The covenants contained in this Grant Deed will be for the
benefit of and will be enforceable only by the Grantor and its successors.
B. Housing Covenant
The Grantee, on behalf of itself and its successors, covenants that twenty percent
(20%) of the residential units constructed on the Property will be made available to
persons or families of low or moderate income, as that term is defined by California
Health and Safety Code section 50093. In the case of rental, the units will be made
available at affordable rent, as that term is defined by California Health and Safety
Code section 50053. In the case of ownership, the units will be made available at
affordable housing cost, as that term is defined by California Health and Safety Code
section 50052.5. If the residential units are made available for individual ownership,
this covenant will remain in place for fifty five (55) years. If ownership of residential
units is held or intended to be held under one or more owners with the intention of
renting said units then this covenant will remain in place for a period of sixty five
(65)years.
END OF THIS PAGE
tie
�,
Exhibit`B"—Page 3
C1002.004-1305187.1
IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized,this day of
,2014.
Grantor:
CITY OF CATHEDRAL CITY,
a California municipal corporation, as Housing
Successor to the Redevelopment Agency of the City
of Cathedral City, pursuant to Section 34176 of the
California Health and Safety Code
By:
Name:
Its:
APPROVED AS TO FORM:
By:
Counsel for Grantor
The provisions of this Grant Deed are hereby approved and accepted.Grantee:
TRI-MILLENNIUM CATHEDRAL CITY,LLC,
a California limited liability company
By:
Title:
State of California )
Exhibit"B"—Page 4
VirepC1002404-1315167.1
)ss
County of )
On , 2014, 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 executed the same in
his/her authorized capacity(ies), and that by his/her signature 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.
Signature of Notary Public(Seal)
State of California )
)ss
County of )
On , 2014, 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 executed the same in
his/her authorized capacity(ies), and that by his/her signature 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.
Signature of Notary Public(Seal)
State of California )
/ ,i•
Exhibit`B"—Page 5
C1802-004-1315187.1
)ss
County of )
On , 2014, 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 executed the same in
his/her authorized capacity(ies), and that by his/her signature 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.
Signature of Notary Public(Seal)
/ -1
Exhibit`B"—Page 6
C1002-004-1345187.1
•
EDIT"A"
LEGAL DESCRIPTION OF THE LAND
All that certain real property located in the City of Cathedral City, County of Riverside, State of
California,more particularly described as follows:
PARCEL A OF LOT LINE ADJUSTMENT NO. 2011-462, AS DESCRIBED IN THE
CERTIFICATE OF COMPLIANCE, RECORDED OCTOBER 20, 2011, AS INSTRUMENT
NO. 2011-0462944, AS AMENDED BY THAT CERTAIN CORRECTED CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2011-462, RECORDED APRIL 26,2012,AS
INSTRUMENT NO. 2012-0188795, OF OFFICIAL RECORDS, IN THE COUNTY OF
RIVERSIDE,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF THE EASTERLY 197.86 FEET OF THE WEST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17,TOWNSHIP 4 SOUTH,RANGE 5 EAST, SAN BERNARDINO
MERIDIAN, AND OF THE WESTERLY 65.94 FEET OF THE EAST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17,TOWNSHIP 4 SOUTH,RANGE 5 EAST, SAN BERNARDINO
MERIDIAN, BEING PORTIONS OF LOTS 65 AND 66,AS SHOWN ON ASSESSOR'S MAP
NO. 45, ON FILE IN BOOK 2, PAGE 2, OF ASSESSOR'S MAPS, RECORDS OF
RIVERSIDE COUNTY,DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID WEST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF
SAID LOT NO. 65;
THENCE, NORTH 00° 05' 10" EAST ALONG THE WEST LINE OF SAID LOT 66 A
DISTANCE OF 30.00 FEET;
THENCE, NORTH 89° 43' 53" EAST, ALONG A PARALLEL WITH AND DISTANT 30.00
FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE SOUTH LINE OF
THE SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 17, A DISTANCE OF 65.94
FEET TO THE EAST LINE OF SAID LOT 66;
THENCE, ALONG SAID EAST LINE, NORTH 00° 02' 46" EAST A DISTANCE OF 258.33
FEET TO THE TRUE POINT OF BEGINNING;
THENCE, CONTINUING ALONG SAID EAST LINE OF LOT 66, NORTH 00° 02' 46"
EAST, 160.00 FEET;
THENCE, SOUTH 89°43' 53"WEST,PARALLEL WITH THE SAID SOUTH LINE OF THE
WEST HALF,A DISTANCE OF 123.00 FEET;
Exhibit"B"—Page 7 ' '�1•
C1001-004-13 17.1
THENCE, SOUTH 00° 02' 46" WEST, PARALLEL WITH THE SAID EAST LINE OF SAID
LOT 66, A DISTANCE OF 160.00 FEET TO A POINT ON A SOUTH LINE OF PARCEL 2,
AS DESCRIBED IN THE CERTIFICATE OF COMPLIANCE FOR LOT LINE
ADJUSTMENT NO.98-269,RECORDED ON NOVEMBER 25, 1998 AS INSTRUMENT NO.
512704, IN OFFICIAL RECORDS OF RIVERSIDE COUNTY, SAID SOUTH LINE IS
DESCRIBED IN THE DESCRIPTION OF SAID PARCEL 2 IN SAID CERTIFICATE OF
COMPLIANCE AS"NORTH 89°43' 53"EAST, 126.50 FEET';
THENCE, NORTH 89° 43' 53" EAST ALONG SAID SOUTH LINE, 123.00 FEET TO THE
TRUE POINT OF.BEGINNING.
APN 677-510-061
Exhibit`B"—Page 8
II PI stool-004 W
EXHIBIT "C"
FORM OF BILL OF SALE
Exhibit"C"
C1002-004-1345187.1
BILL OF SALE AND ASSIGNMENT OF CONTRACTS
THIS BILL OF SALE AND ASSIGNMENT OF CONTRACTS ("Bill of Sale") is dated
this 10th day of April, 2014, and is executed and delivered pursuant to that certain Purchase
Agreement ("Purchase Agreement") between the City of Cathedral City as Housing Successor
to the former Redevelopment Agency("Seller"), and Tri Millennium Cathedral City, LLC
("Buyer"). Seller and Buyer are sometimes hereinafter referred to, individually, as a "Party,"
and collectively as the"Parties." This Bill of Sale will not become effective until the"Closing,"
as defined in the Purchase Agreement.
RECITALS
A. Pursuant to the Purchase Agreement, Seller is conveying to Buyer certain real
property located in the City of Cathedral City, Riverside County, State of California, more
particularly described on the attached "Exhibit A" ("Land"), together with all improvements,
located thereon, if any(collectively, "Improvements").
B. Seller desires to assign to Buyer, and Buyer desires to accept from Seller, certain
rights and interests relating to the Land and Improvements.
OPERATIVE PROVISIONS
NOW,THEREFORE, in consideration of the mutual covenants contained herein,and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties agree as follows:
1. Intangibles. Seller grants, sells, sets over, assigns, transfers, conveys and
delivers to Buyer,to the extent assignable,all of Seller's right,title and interest in and to any and
all guarantees,warranties and indemnities relating to the Land and the Improvements,any and all
development rights, entitlements, franchises and other intangible property pertaining to or
inuring to the benefit of Seller or the Land or the Improvements,including,without limitation,all
consents, authorizations, variances or waivers, licenses, registrations, certificates, warranties,
permits and approvals from any governmental or quasi-governmental agency,department,board,
commission, bureau or other entity or instrumentality in respect of the Land or the
Improvements, or any part thereof,and required for the occupancy,maintenance,or operation of
the Land or the Improvements, including certificates of occupancy.
2. Goodwill. Seller grants, sells, sets over, assigns, transfers, conveys and delivers
to Buyer all of Seller's right, title and interest, if any, in and to any and all names commonly
used in the operation of the Land and Improvements, together with the goodwill, if any,
appurtenant to those names.
3. Documents. Seller grants, sells, sets over, assigns, transfers, conveys and
delivers to Buyer all of Seller's right, title and interest, if any, in and to any and all plans,
drawings, renderings, maps and engineering studies used in connection with, or related to the
Land or the Improvements.
Eist
I
Exhibit"C"—Page 1
CI002-004-I305II7.I
4. Acceptance. Buyer, for itself and its successors and assigns, accepts the
foregoing assignments.
5. AS IS; No Representations or Warranties. The setting over, assignment,
transfer, conveyance and delivery by Seller to Buyer of the matters and items that are the subject
of this Bill of Sale is on an"as is" "where is"basis and "with all faults." Seller does not make
and hereby disclaims any representations or warranties concerning the items and matters that are
the subject of this Bill of Sale, whether express or implied, including without limitation,
warranty of merchantability, fitness for a particular purpose, their existence, validity, and/or
enforceability.
6. Severability. If any provision of this Bill of Sale is found by any court of
competent jurisdiction to be invalid, illegal, or unenforceable, then such portion will be deemed
severed from this Bill of Sale and the parties will negotiate in good faith to modify this Bill of
Sale to fulfill as closely as possible the original intent and purpose of this Bill of Sale.
7. Counterparts. This Bill of Sale may be executed in duplicate counterparts,each
of which will be deemed an original, but both of which, together, will constitute one and the
same instrument.
8. Governing Law. This Bill of Sale will be governed by and construed in
accordance with the laws of the State of California, without regard to its conflicts of laws
principles.
[SIGNATURES TO FOLLOW]
�K� 4\‘114(4\‘114(.'�
��.
:W Exhibit"C"—Page 2
01002.004-13451!71
IN WITNESS WHEREOF,the parties have executed this Bill of Sale as of the day and
year first above written.
"SELLER"
THE CITY OF CATHEDRAL CITY,a municipal
corporation,as HOUSING SUCCESSOR to THE
FORMER REDEVELOPMENT AGENCY OF THE
CITY OF CATHEDRAL CITY,a public body
corporate and politic
By:
Name:
Its:
Date:
"BUYER"
TRI-MILLENNIUM CATHEDRAL CITY,LLC,
a California limited liability company
By:
Name:
Its:
Date:
Exhibit"C"—Page 3
C1002-004-1345107.1
EXHIBIT"A"
LEGAL DESCRIPTION OF THE LAND
All that certain real property located in the City of Cathedral City, County of Riverside, State of
California,more particularly described as follows:
PARCEL A OF LOT LINE ADJUSTMENT NO. 2011-462, AS DESCRIBED IN THE
CERTIFICATE OF COMPLIANCE, RECORDED OCTOBER 20, 2011, AS INSTRUMENT
NO. 2011-0462944, AS AMENDED BY THAT CERTAIN CORRECTED CERTIFICATE OF
COMPLIANCE LOT LINE ADJUSTMENT NO. 2011-462, RECORDED APRIL 26, 2012, AS
INSTRUMENT NO. 2012-0188795, OF OFFICIAL RECORDS, IN THE COUNTY OF
RIVERSIDE,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF THE EASTERLY 197.86 FEET OF THE WEST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17,TOWNSHIP 4 SOUTH,RANGE 5 EAST, SAN BERNARDINO
MERIDIAN, AND OF THE WESTERLY 65.94 FEET OF THE EAST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17,TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO
MERIDIAN, BEING PORTIONS OF LOTS 65 AND 66,AS SHOWN ON ASSESSOR'S MAP
NO. 45, ON FILE IN BOOK 2, PAGE 2, OF ASSESSOR'S MAPS, RECORDS OF
RIVERSIDE COUNTY,DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID WEST HALF OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 17, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF
SAID LOT NO.65;
THENCE, NORTH 00° 05' 10" EAST ALONG THE WEST LINE OF SAID LOT 66 A
DISTANCE OF 30.00 FEET;
THENCE, NORTH 89° 43' 53" EAST, ALONG A PARALLEL WITH AND DISTANT 30.00
FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE SOUTH LINE OF
THE SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 17, A DISTANCE OF 65.94
FEET TO THE EAST LINE OF SAID LOT 66;
THENCE, ALONG SAID EAST LINE, NORTH 00° 02' 46" EAST A DISTANCE OF 258.33
FEET TO THE TRUE POINT OF BEGINNING;
THENCE, CONTINUING ALONG SAID EAST LINE OF LOT 66, NORTH 00° 02' 46"
EAST, 160.00 FEET;
THENCE, SOUTH 89°43' 53"WEST, PARALLEL WITH THE SAID SOUTH LINE OF THE
WEST HALF,A DISTANCE OF 123.00 FEET;
Exhibit"C" Page 4
34$117.1
Ng
f
THENCE, SOUTH 00° 02' 46" WEST, PARALLEL WITH THE SAID EAST LINE OF SAID
LOT 66, A DISTANCE OF 160.00 FEET TO A POINT ON A SOUTH LINE OF PARCEL 2,
AS DESCRIBED IN THE CERTIFICATE OF COMPLIANCE FOR LOT LINE
ADJUSTMENT NO. 98-269,RECORDED ON NOVEMBER 25, 1998 AS INSTRUMENT NO.
512704, IN OFFICIAL RECORDS OF RIVERSIDE COUNTY, SAID SOUTH LINE IS
DESCRIBED IN THE DESCRIPTION OF SAID PARCEL 2 IN SAID CERTIFICATE OF
COMPLIANCE AS "NORTH 89°43' 53"EAST, 126.50 FEET";
THENCE, NORTH 89° 43' 53" EAST ALONG SAID SOUTH LINE, 123.00 FEET TO THE
TRUE POINT OF BEGINNING.
APN 677-510-061
M, `a\T11(
It
Exhibit"C"—Page 5
C1002-004-1345187.1