Weldon/Purchase & Sale Agreement Miles Ave 03AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
BY AND BETWEEN
SHEILA WELDON, TRUSTEE AND HER SUCCESSORS IN TRUST UNDER THE WELDON
TRUST DATED NOVEMBER 2091987, AND ANY AMENDMENTS THERETO
("SELLER")
AND
LA QUINTA REDEVELOPMENT AGENCY
("BUYER")
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TABLE OF CONTENTS
Page
1. PURCHASE PRICE..............................................................................................................1
1.1 Amount................................................................................................................... l
1.2 Payment of Purchase Price.........................................................................................1
2. DUE DILIGENCE................................................................................................................ l
2.1 Due Diligence..........................................................................................................1
3. ESCROW............................................................................................................................4
3.1 Opening of Escrow...................................................................................................4
3.2 Escrow Instructions...................................................................................................4
4. CLOSE OF ESCROW...........................................................................................................4
4.1 Close of Escrow; Closing Date...................................................................................4
4.2 Recordation; Release of Funds and Documents ................................................... 5
5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER ............. 5
5.1 Buyer's Obligations..................................................................................................5
5.2 Seller's Obligations...................................................................................................5
6. TITLE INSURANCE POLICY............................................................................................... 5
6.1 Title Policy.............................................................................................................. 5
6.2 Payment for Title Policy............................................................................................ 6
7. REAL PROPERTY TAXES...................................................................................................6
8. SPACE RENT/SECURITY DEPOSITS/PERMIT TO OPERATE . .............................6
9. CONDITIONS PRECEDENT TO CLOSING........................................................................... 6
9.1 Conditions Precedent to Buyer's Obligations.......................................................6
9.2 Conditions Precedent to Seller's Obligations.......................................................7
10. POSSESSION.....................................................................................................................7
11. ALLOCATION OF COSTS................................................................................................... 7
11.1 Buyer's Costs........................................................................................................... 7
11.2 Seller's Costs...........................................................................................................7
12. INDEMNIFICATION........................................................................................................... 8
13. CONDEMNATION.............................................................................................................. 8
14. RIGHT TO EXCHANGE..................................................................................................... 8
15. MISCELLANEOUS.............................................................................................................9
15.1 Assignment..............................................................................................................0
15.2 Attorney's Fees........................................................................................................9
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Page
15.3 Notices.................................................................................................................... 9
15.4 Fair Meaning............................................................................................................ 9
15.5 Headings.................................................................................................................9
15.6 Choice of Laws; Litigation Matters...........................................................................10
15.7 Nonliability of Buyer Officials.................................................................................10
15.8 Gender; Number.....................................................................................................10
15.9 Survival.................................................................................................................10
15.10 Time of Essence.....................................................................................................10
15.11 Waiver or Modification...........................................................................................10
15.12 Broker's Fees.........................................................................................................10
15.13 Duplicate Originals.................................................................................................10
15.14 Severability............................................................................................................10
15.15 Exhibits.................................................................................................................10
15.16 Covenants of Seller.................................................................................................11
15.17 Corporate Authority................................................................................................11
15.18 Covenant Against Discrimination.. ............ o . 0 .......................... o .................. o_ ............ 11
15.19 Entire Agreement; Amendment................................................................................11
EXHIBITS
Exhibit A Legal Description of the Property
Exhibit B Form of Grant Deed
Exhibit C Form of Affidavit of Non -Foreign Entity
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AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of , 2003 ("Effective Date") by and between
SHEILA WELDON, TRUSTEE AND HER SUCCESSORS IN TRUST UNDER THE WELDON TRUST
DATED NOVEMBER 20, 1987, AND ANY AMENDMENTS THERETO ("Seller"), and the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Buyer"). As hereinafter used in this
Agreement, the term "Buyer" shall mean Buyer and/or Buyer's nominee.
RECITALS:
A. Seller is the owner of that certain improved real property located at 78990 Miles Avenue in
the City of La Quinta ("City"), County of Riverside, State of California, more particularly described' in the
legal description attached hereto as Exhibit "A" ("Property").
B. Buyer has the authority to exercise the power of eminent domain to acquire real property in
the La Quinta Redevelopment Project Area No. 2. In the event Seller had determined not to sell the Property
to Buyer, Buyer's staff would have recommended to the Board of Directors of Buyer that Buyer, after
providing notice to Seller and holding a hearing as required by applicable law, consider adopting a resolution
of necessity and thereafter commencing proceedings to acquire the Property by the exercise of its power of
eminent domain.
C. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to
Buyer, on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants herein
contained, the parties hereto agree as follows:
1. PURCHASE PRICE.
1.1 Amount. Subject to the terms of this Agreement, Buyer hereby agrees to purchase the
Property from Seller and Seller agrees to sell the Property to Buyer, for the purchase price of Two Million Five
Hundred Fifty Thousand Dollars ($2,550,000.00) ("Purchase Price").
1.2 Payment of Purchase Price. On or before 5:00 p.m. on the business day preceding the
"Closing Date" (as that term is defined in Section 4.1) or such earlier time as required by "Escrow Holder" in
order to close "Escrow" (as those terms are defined in Section 3.1) on the Closing Date, Buyer shall deposit
with Escrow Holder in Good Funds (as used in this Agreement, the term "Good Funds" shall mean a
confirmed wire transfer of immediately available funds, cashier's or certified check drawn on or issued by the
office of a financial institution located in Riverside County, or cash) the Purchase Price, and such additional
funds as may be required to meet Buyer's portion of the closing costs as hereinafter provided.
2. DUE DILIGENCE.
2.1 Due Diligence. As used herein, the term "Due Diligence Period" shall refer to a period of
time to expire upon the date that is sixty (60) days after the Effective Date. Buyer's obligation to consummate
the transactions contemplated by this Agreement is subject to and conditioned upon Buyer's approval, deemed
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approval or waiver of the right to approve of the following contingencies set forth in this Section 2.1
(collectively, the "Contingencies"):
2.1.1 Title/Survey. Seller shall deliver to Buyer, within five (5) days after the Effective
Date of this Agreement, a preliminary title report prepared by Fidelity National Title Company ("Title
Company") dated nor more than thirty (30) days earlier than the Effective Date describing the state of title of
the Property together with copies of all underlying documents (collectively the "Preliminary Title Report").
Buyer may, at its sole cost and expense, obtain a current survey of the Property (the "Survey").
Notwithstanding anything herein to the contrary, Seller shall be obligated to remove all monetary
encumbrances against the Property excluding non -delinquent real property taxes and assessments. Buyer shall
notify Seller in writing of any objections Buyer may have to title exceptions contained in the Preliminary Title
Report or matters shown on the Survey no later than the date which is thirty (30) days after the later of (i)
Buyer's receipt of the Preliminary Title Report or (ii) Buyer's receipt of the Survey within the time period set
forth above ("Buyer's Objection Notice"). Buyer's approval or disapproval of the matters set forth in the
Preliminary Title Report and the Survey may be granted or withheld in Buyer's sole and absolute discretion.
Buyer's failure to provide Seller with a Buyer's Objection Notice within said period shall constitute Buyer's
approval of all exceptions to title shown on the Preliminary Title Report and all matters shown on the Survey.
Seller shall have a period of fifteen (15) days after receipt of Buyer's Objection Notice in which to deliver
written notice to Buyer ("Seller's Notice") of Seller's election to either (i) agree to remove the objectionable
items on the Preliminary Title Report or Survey prior to the "Close of Escrow" (as that term is defined in
Section 4.1), or (ii) decline to remove any such title exceptions or Survey matters and terminate the Escrow
and the obligations of Buyer and Seller to purchase and sell the Property under this Agreement. Seller's failure
to provide Buyer with Seller's Notice within said period shall constitute Seller's election not to remove the
objectionable items on the Preliminary Title Report or the Survey. If Seller is deemed to have elected not to
remove the objectionable items on the Preliminary Title Report or Survey, or if Seller notifies Buyer of its
election to terminate rather than remove the objectionable items on the Preliminary Title Report or Survey,
Buyer shall have the right, by written notice delivered to Seller within five (5) days after (i) Buyer's receipt of
Seller's Notice, or (ii) the date Seller is deemed to have elected not to remove the objectionable items on the
Preliminary Title Report or Survey, as applicable, to agree to accept the Property subject to the objectionable
items, in which event Seller's election, or Seller's deemed election, to terminate shall be of no effect, and
Buyer shall take title at the Close of Escrow subject to such objectionable items without any adjustment to or
credit against the Purchase Price. All exceptions to title shown on the Preliminary Title Report, other than
those which Seller may agree to remove pursuant to this Section 2.1.1, shall be deemed to have been approved
by Buyer unless Seller is notified otherwise in writing.
Upon the issuance of any amendment or supplement to the Preliminary Title Report which
adds additional exceptions, including any survey exceptions, the foregoing right of review and approval shall
also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and
approval or disapproval of any such additional exceptions shall be limited to fifteen (15) days following receipt
of notice of such additional exceptions. The process set forth above for Buyer's review and Seller's response
shall apply to any review and response with respect to any amendment or supplement to the Preliminary Title
Report, and the Closing shall be extended for such period as is necessary to allow for that review and response
process to be completed.
2.1.2 Environmental Condition. Buyer shall have access to the Property, as described in
this Section 2.1.2, in order to permit Buyer or its directors, engineers, analysts, officers, employees, agents,
contractors, representatives, attorneys or advisors (collectively, the "Buyer Representatives") to investigate
the Property.
(a) During the Due Diligence Period, Seller shall permit Buyer and Buyer
Representatives, at the sole cost and expense of Buyer, to conduct physical inspections of the Property,
including the site work, soil, subsurface soils, drainage, seismic and other geological and topographical
matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and any other
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investigations as Buyer deems prudent with respect to the physical condition of the Property in order to
determine the Property's suitability for Buyer's intended development. In no event shall Buyer conduct any
intrusive testing procedures on the Property without the prior written consent of Seller, which consent shall not
be unreasonably withheld. Such investigations may be made by Buyer and/or Buyer Representatives during
any normal business hours. Buyer shall also have the right to investigate all matters relating to the zoning, use
and compliance with other applicable laws, codes, and ordinances which relate to the use and occupancy of the
Property. Seller shall cooperate to assist Buyer in completing such inspections and special investigations at no
cost or expense to Seller. Such inspections and investigations shall be conducted only upon no less than
twenty-four (24) hours' notice to Seller and shall be conducted at such times and in such a manner as to
minimize any disruption to the Property. Seller shall have the right, but not the obligation, to accompany
Buyer during such investigations and/or inspections.
(b) As a condition to any such entry, Buyer shall (i) conduct all work or studies in a
diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the
Property during or after such investigation; (ii) comply with all applicable laws and governmental regulations;
(iii) keep the Property free and clear of all materialmen's liens, lis pendens and other liens arising out of the
entry and work performed under this paragraph; (iv) maintain or assure maintenance of workers' compensation
insurance (or state approved self-insurance) on all persons entering the property in the amounts required by the
State of California; (v) provide to Seller prior to initial entry a certificate of insurance evidencing that Buyer
and/or the persons entering the Property have procured and has in effect an all-risk public liability insurance
policy meeting the following requirements: (1) the insurance shall be written on a per occurrence and not
claims -made basis; (2) the amount of insurance shall be a combined single limit of not less than Two Million
Dollars ($2,000,000.00) with a deductible or self -insured retention amount of not more than One Hundred
Thousand Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and Seller's officers,
employees, agents, and representatives (collectively, "Seller & Seller Personnel") as additional insureds; (4)
the insurance shall not contain any special limitations on the scope of protection afforded to Seller & Seller
Personnel; (5) the policy shall not be canceled by the insurer or Buyer unless there is a minimum of thirty (30)
days prior written notice to Seller; (6) the insurer shall waive subrogation rights against the Seller & Seller
Personnel; and (7) the insurance shall be primary insurance and not contributory with any insurance any of
Seller & Seller Personnel may have; and (8) the insurance shall apply separately to each insured against whom
a claim is made or suit is brought, except with respect to the limits of the insurer's liability; and (vi) following
Buyer's entry, repair any and all damage to the Property caused by such inspections or investigations in a
timely manner.
(c) Buyer shall promptly pay and discharge all demands for payment relating to Buyer's
entry on and investigation of the Property and take all other steps to avoid the assertion of claims of lien
against the Property. In the event a claim of lien is recorded by reason of Buyer's entry on the Property,
Buyer, within twenty (20) days of such recordation, shall either (i) record or deliver a surety bond sufficient to
release such claim or lien in accordance with applicable law; or (ii) provide Seller with such other assurance as
Seller may require for the payment of the claim or lien. Seller may elect to record and post notices of non -
responsibility from time to time on and about the Property.
(d) Prior to expiration of the Due Diligence Period, Buyer shall notify Seller in writing
(`Buyer's Property Objection Notice") of any objections Buyer may have to any physical or environmental
conditions of the Property (the "Disapproved Property Matters"). Buyer's approval or disapproval of the
physical and environmental conditions of the Property may be granted or withheld in Buyer's sole and absolute
discretion. Buyer's failure to provide Seller with a Buyer's Property Objection Notice shall constitute Buyer's
approval of the condition of the Property. Seller shall have a period of fifteen (15) days after receipt of
Buyer's Property Objection Notice in which to deliver written notice to Buyer ("Seller's Response") of
Seller's election to either (i) agree to remove the Disapproved Property Matters prior to the Close of Escrow,
or (ii) decline to remove the Disapproved Property Matters and terminate Escrow and the obligations of Buyer
and Seller to purchase and sell the Property under this Agreement. Seller's failure to provide Buyer with
Seller's Response within said period shall constitute Seller's election not to remove the Disapproved Property
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Matters prior to the Close of Escrow. If Seller is deemed to have elected not to remove the Disapproved
Property Matters, or if Seller notifies Buyer of its election to terminate rather than remove the Disapproved
Property Matters, Buyer shall have the right, by written notice delivered to Seller within five (5) days after (i)
Buyer's receipt of Seller's Response, or (ii) the date Seller is deemed to have elected not to remove the
Disapproved Property Matters, as applicable, to agree to accept the Property subject to the Disapproved
Property Matters, in which event Seller's election, or deemed election, to terminate shall be of no effect, and
Buyer shall take title at the Close of Escrow subject to such Disapproved Property Matters without any
adjustment to or credit against the Purchase Price. Buyer's inspections and investigations of the Property shall
be conducted upon the terms and conditions set forth in this Agreement.
In the event Buyer's inspections and investigations reveal the presence of "Hazardous Materials" (as
that term is defined in Section 11 herein) that require remediation, Seller shall have the right but not the
obligation to hire its own independent soils consultants to confirm the presence of such Hazardous Materials
and the necessity of such remediation. The retention of, and confirmation by, such soils consultants shall
occur, if at all, within thirty (30) days after the date on which Buyer has notified Seller of the presence of
Hazardous Materials on the Property. If remediation is necessary the following shall apply: If the estimate of
Buyer (or Buyer's consultants), as may be confirmed by Seller pursuant to its right, but not its obligation, to
hire its own independent soils consultants, of the cost of remediation is not more than Twenty -Five Thousand
Dollars ($25,000) ("Maximum Amount"), Seller, at no expense to Buyer, shall cause the remediation work to
be performed and completed subject to all applicable laws and regulations. If the estimated cost for the
remediation is greater than the Maximum Amount, Seller shall have the option to cause the remediation work
to be performed and completed, subject to all applicable laws and regulations, or to terminate this Agreement.
Any remediation work performed hereunder shall be completed prior to the Close of Escrow.
3. ESCROW.
3.1 Opening of Escrow. Closing of the sale of the Property shall take place through an escrow
("Escrow") to be established within three (3) business days after the Effective Date with Foresite Escrow
("Escrow Holder") at its office located at 41995 Boardwalk #G-2, Palm Desert, CA 92260. The opening of
the Escrow (the "Opening of Escrow") shall be deemed to be the date that a fully executed copy of this
Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyer and Seller in
writing of the date of the Opening of Escrow.
3.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute the joint
escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow Holder so requires, Buyer
and Seller agree to execute the form of escrow instructions that Escrow Holder customarily requires in real
property escrows administered by it. In the event of any conflict or inconsistency between Escrow Holder's
standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede
and be controlling.
4. CLOSE OF ESCROW.
4.1 Close of Escrow; Closinia Date. Provided that all of the conditions of this Agreement
precedent to the "Close of Escrow" (as hereinafter defined) have been satisfied (or waived by the appropriate
party) prior to or on the Closing Date, the Closing of this transaction for the sale and purchase of the Property
shall take place on the date which is five (5) days after the date on which all of "Buyer's Conditions to
Closing" and all of "Seller's Conditions to Closing" (as those terms are defined in Section 8) have been
satisfied (or waived by the appropriate party); provided, however, in no event shall the Closing occur, if at all,
later than the date which is ten (10) days after the expiration of the Due Diligence Period ("Closing Date").
The terms "Close of Escrow" and the "Closing" are used herein to mean the time Seller's grant deed
conveying fee title to the Property to Buyer is recorded in the Official Records of the Office of the County
Recorder of Riverside ("Official Records"). If Escrow is not in a condition to close by the Closing Date,
either party not then in default hereunder may, upon five (5) days advance written notice to the other party and
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Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination shall release either
party then in default from liability for such default. If neither party so elects to terminate this Agreement and
the Escrow, Escrow Holder shall close the Escrow as soon as possible.
4.2 Recordation: Release of Funds and Documents.
4.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official Records, the
following documents in the order listed: (i) the grant deed in the form of the attached Exhibit "B" transferring
title to the Property to Buyer ("Grant Deed"); and (ii) such other and further documents as may be directed
jointly by Buyer and Seller.
4.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price, less any of
Seller's closing costs, to Seller, and (ii) conformed copies of all recorded documents to both Buyer and Seller.
5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.
5.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business day
immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the
following:
(a) the Purchase Price; and
(b) any and all additional funds, instruments or other documents required from Buyer
(executed and acknowledged where appropriate) as may be reasonably necessary in order for the Escrow
Holder to comply with the terms of this Agreement.
5.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last business day
immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder each
of the following:
(a) the executed and acknowledged Grant Deed;
(b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit") executed and
acknowledged by Seller in the form attached hereto as Exhibit "C"; and
(c) all other funds, items, and instruments required from Seller (executed and
acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to comply with
the provisions of this Agreement.
6. TITLE INSURANCE POLICY.
6.1 Title Policy. At the Closing Date, the Title Company, as insurer, shall issue an ALTA
owner's standard coverage policy of title insurance ("Title Policy"), in favor of Buyer, as insured, with
liability in the amount of the Purchase Price, subject to the following:
(a) non -delinquent real property taxes and assessments;
(b) title exceptions approved or deemed approved by Buyer pursuant to Section 2.1.1
above;
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(c) title exceptions, if any, resulting from Buyer's entry onto the Property pursuant to the
provisions of Section 2.1.2 above;
(d) any other exceptions approved by Buyer; and
(e) the standard printed conditions and exceptions contained in the ALTA standard
owner's policy of title insurance regularly issued by the Title Company.
6.2 Payment for Title Policy. Seller shall be responsible for the charges for the Title Policy with
coverage up to the amount of the Purchase Price. Buyer shall pay any additional coverage or endorsements it
requests. Buyer may, at its election, request an ALTA extended policy of title insurance. Buyer shall pay the
difference for the charges between the premium for the extended coverage title policy and the premium for the
standard coverage title policy that Seller is responsible for hereunder. Buyer shall also pay for the ALTA
survey, if applicable.
7. REAL PROPERTY TAXES. Upon Buyer's acquisition of fee title to the Property, the Property will
be exempt from the payment of property taxes and assessments due to Seller's status as a public agency. Seller
shall be responsible for paying for all property taxes or assessments assessed against the Property after the
Closing for any period prior to the Closing.
8. SPACE RENT/SECURITY DEPOSITS/PERMIT TO OPERATE. Prior to the Closing, the Seller and
the Buyer shall prorate, to the Closing Date, the monthly rents the mobilehome tenants currently residing at the
Property (the "Tenants") have paid for space rentals at the Property, such that any amounts received or owed
for periods of occupancy prior to the Closing Date shall be the property of Seller, and any amounts received or
owed for periods of occupancy after the Closing Date shall be the property of Buyer. Further, the Seller shall
execute a document that assigns to the Buyer all deposits the Tenants have paid to the Seller prior to the
Closing. Finally, the Buyer agrees to reimburse the Seller for payment of the fees related to the Annual Permit
to Operate, required by the State of California Department of Housing and Community Development for
calendar year 2004. Payment of this fee shall occur through escrow and shall not exceed $752.00.
9. CONDITIONS PRECEDENT TO CLOSING.
9.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this Agreement
to purchase the Property and close the Escrow shall be subject to the satisfaction or signed written waiver by
Buyer of each and all of the following conditions precedent (collectively "Buyer's Conditions to Closing"):
(a) on the Closing Date, the Title Company shall be irrevocably committed to issue the
Title Policy pursuant to Section 6 above insuring fee title to the Property as being vested in Buyer;
(b) Escrow Holder holds all instruments and funds required for the Closing and will
deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement;
(c) except as otherwise permitted by this Agreement, all representations and warranties
by the Seller in this Agreement shall be true on and as of the Closing Date as though made at that time and all
covenants of Seller pursuant to this Agreement shall have been fulfilled by the Closing Date;
(d) Seller is not in material default of any term or condition of this Agreement.
In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied, or waived in
a writing signed by Buyer prior to the expiration of the applicable period for satisfaction or waiver, Buyer may
terminate this Agreement.
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9.2 Conditions Precedent to Seller's Obligations._ The obligations of Seller under this Agreement
shall be subject to the satisfaction or signed written waiver by Seller of each and all of the following conditions
Precedent ("Seller's Conditions to Closing"):
(a) Escrow Holder holds the Purchase Price and all other instruments and funds required
for the Closing and will deliver to Seller the instruments and funds, including but not limited to the Purchase
Price (less Seller's closing costs) accruing to Seller pursuant to this Agreement;
(b) except as otherwise permitted by this Agreement, all representations and warranties
by the Buyer in this Agreement shall be true on and as of the Closing Date as though made at that time and all
covenants of Buyer pursuant to this Agreement shall have been fulfilled by the Closing Date;
(c) Buyer is not in material default of any term or condition of this Agreement.
In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied, or waived in
a writing signed by Seller prior to the expiration of the applicable period for satisfaction or waiver, Seller may
terminate this Agreement.
10. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date.
11. ALLOCATION OF COSTS.
11.1 Buyer's Costs. Buyer shall pay the following costs:
(a) fifty percent (50%) of Escrow Holder's escrow fee;
(b) Buyer's own attorney's fees incurred in connection with this Agreement and the
transactions contemplated hereby;
(c) fifty percent (50%) of all the charges for recording the Grant Deed, if any;
(d) the premium difference between the ALTA extended policy of title insurance and the
ALTA standard coverage policy of title insurance if Buyer requests an extended policy; and
(e) any additional title insurance coverages Seller is not required to pay for plus any title
endorsements requested by Buyer.
11.2 Seller's Costs. Seller shall pay:
(a) fifty percent (50%) of the Escrow Holder's escrow fee;
(b) Seller's own attorney's fees in connection with this Agreement and the transactions
contemplated hereby;
(c) Any documentary transfer taxes associated with the conveyance;
(d) fifty percent (50%) of all the charges for recording the Grant Deed, if any; and
(e) the premium for the Title Policy that Seller is required to pay pursuant to this
Agreement.
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12. INDEMNIFICATION. Seller agrees to indemnify, defend and hold Buyer harmless from and against
any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the
presence, release, use, generation, discharge, storage or disposal of any "Hazardous Materials" (as that term is
defined below) on, under, in or about, or the transportation of any such Hazardous Materials to or from, the
Property which occurred prior to the Closing, or (ii) the violation, or alleged violation, of any statute,
ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release,
discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about to or from, the
Property which occurred prior to the Closing. This indemnity shall include, without limitation, any damage,
liability, fine, penalty, cost or expense arising from or out of any claim, action, suit or proceeding for personal
injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost
wages, business income, profits or other economic loss, damage to the natural resource or the environment,
nuisance, contamination, leak, spill, release or other adverse effect on the environment (any of the above, a
"Claim") to the extent resulting from, arising out of, or based upon any matter set forth in subclauses (i) and
(ii) hereinabove. At the request of the Seller, the Buyer shall cooperate with and assist the Seller in its defense
of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive
damage, or expense; provided that the Buyer shall not be obligated to incur any expense in connection with
such cooperation or assistance. Seller's obligation to indemnify, defend and hold Buyer harmless under this
Section 11 shall not apply to any Claim resulting from, arising out of or based upon any inspection or
investigation of the Property by Buyer Representatives pursuant to Section 2.1.2 hereof, and Buyer agrees to
indemnify, defend and hold Seller harmless from any such Claim in the same manner and to the same extent
that Seller is required to indemnify, defend and hold Buyer harmless under the provisions of this Section 11.
For purposes of this Agreement, the term "Hazardous Materials" means any substance, material, or
waste which is, or becomes, regulated by any local governmental authority, the State of California, or the
United States Government, including, but not limited to, any material or substance which is (i) defined as a
"hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117
or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter
6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the
California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance
Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under
Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials
Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances),
(v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed
under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the
California Administrative Code, Division 4, Chapter 20, (x) designated as "hazardous substances" pursuant to
Section 311 of the Clean Water Act (33 U.S.C. § 1317), (xi) defined as a "hazardous waste" pursuant to Section
1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.(42 U.S.C. §6903) or (xii)
defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601 et seq.
13. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental entity shall
commence any proceedings of or leading to eminent domain or similar type proceedings to take all or any
portion of the Property, Buyer or Seller shall promptly meet and confer in good faith to evaluate the effect of
such action on the purposes of this Agreement and following such meeting either Buyer or Seller may
terminate this Agreement.
14. RIGHT TO EXCHANGE. Seller may desire to complete this transaction as a part of a tax -deferred
exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer
agrees in each such event to cooperate with Seller in order to effectuate such an exchange or exchanges.
Buyer's agreement to cooperate to effect any such exchange or exchanges shall not require Buyer to incur any
cost, expense or liability or acquire title to any property as a consequence of such cooperation. In no event
8BM15610-0047
441578.05 all/ "3 -8-
shall any such exchange transaction delay the Close of Escrow as contemplated in this Agreement. In so
cooperating in any exchange transaction arranged hereunder, Buyer shall in no event be responsible for, or in
any way warrant, the tax consequences of the exchange transaction.
15. MISCELLANEOUS.
15.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit of Buyer
and Seller and their respective heirs, personal representatives, successors and assigns. Neither party to this
Agreement may assign this Agreement or any interest or right hereunder or under the Escrow without the prior
written consent and approval of the other party, which consent and approval may be withheld in the sole and
absolute discretion of either party; provided, however, that Buyer may assign this Agreement to the City of La
Quinta without Seller's consent. No provision of this Agreement is intended nor shall in any way be construed
to benefit any party not a signatory hereto or to create a third party beneficiary relationship; provided,
however, that notwithstanding the foregoing, the City shall be an express third party beneficiary with respect to
the indemnities and other matters set forth in this Agreement which specifically and expressly run to the City's
benefit.
15.2 Attorney's Fees. In the event of any action between Buyer and Seller seeking enforcement of
any of the terms and conditions to this Agreement or the Escrow or otherwise in connection with the Property,
the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its
reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's
fees.
15.3 Notices. All notices under this Agreement shall be effective upon personal delivery, via
facsimile so long as the sender receives confirmation of successful transmission from the sending machine, or
three (3) business days after deposit in the United States mail, registered, certified, postage fully prepaid and
addressed to the respective parties as set forth below or as to such other address as the parties may from time to
time designate in writing:
To Seller: Sheila Weldon
2636 Ontario Drive
Las Vegas, NV 89128
To Buyer: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
Facsimile No.: (760)
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
Attn: M. Katherine Jenson, Esq.
Facsimile No.: (714) 546-9035
15.4 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if
prepared by both parties hereto.
15.5 Headings. The headings at the beginning of each numbered Section of this Agreement are
solely for the convenience of the parties hereto and are not a part of this Agreement.
882AI5610-0047
441578.05 a112"3 -9-
15.6 Choice of Laws, Litigation Matters. This Agreement shall be governed by the internal laws
of the State of California and any question arising hereunder shall be construed or determined according to
such law. The Municipal and Superior Courts of the State of California in and for the County of Riverside, or
such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the
parties concerning this Agreement. Service of process on Buyer shall be made in accordance with California
law. Service of process on Seller shall be made in any manner permitted by California law and shall be
effective whether served inside or outside California.
15.7 Nonliability of Buyer Officials. No officer, official, member, employee, agent, or
representatives of Buyer shall be liable for any amounts due hereunder, and no judgment or execution thereon
entered in any action hereon shall be personally enforced against any such officer, official, member, employee,
agent, or representative.
15.8 Gender, Number. As used in this Agreement, masculine, feminine, and neuter gender and the
singular or plural number shall be deemed to include the others wherever and whenever the context so dictates.
15.9 Survival. This Agreement and all covenants to be performed after the Closing, and, except as
otherwise set forth herein, all representations and warranties contained herein, shall survive the Closing Date
and shall remain a binding contract between the parties hereto.
15.10 Time of Essence. Time is of the essence of this Agreement and of each and every term and
provision hereof, it being understood that the parties hereto have specifically negotiated the dates for the
completion of each obligation herein.
15.11 Waiver or Modification. A waiver of a provision hereof, or modification of any provision
herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Buyer
and Seller. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any
breach or default unless expressly provided herein or in the waiver.
15.12 Broker's Fees. Seller and Buyer represent and warrant to the other that neither Buyer nor
Seller has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to
indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense
(including court costs and reasonable attorney's fees) in any manner connected with a claim asserted by any
individual or entity for any commission or finder's fee in connection with the conveyance of the Property
arising out of agreements by the indemnifying party to pay any commission or finder's fee.
15.13 Duplicate Originals. This Agreement may be executed in any number of duplicate originals,
all of which shall be of equal legal force and effect.
15.14 Severability. If any term, covenant or condition of this Agreement or the application thereof
to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term, covenant, or condition to persons, entities, or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant
or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.15 Exhibits. The following exhibits are attached hereto and incorporated herein by this
reference:
Exhibit "A" Legal Description of Property
Exhibit "B" Grant Deed
Exhibit "C" Non -Foreign Affidavit
882M15610-0047
441578.05 al MUM -10-
15.16 Covenants of Seller. Seller agrees that during the period between the Effective Date of this
Agreement and the Closing Date:
(a) Seller shall maintain the Property in not less than the state of repair as that existing
on the Effective Date (excepting ordinary wear and tear);
(b) Seller shall not convey, grant, lease, assign, mortgage, hypothecate, encumber, or
otherwise transfer (on or off record) the Property or any interest therein;
(c) Seller shall not alter the physical condition of the Property or introduce or release, or
permit the introduction or release, of any Hazardous Material in, from, under, or on the Property;
(d) Prior to Closing, Seller shall maintain Seller's existing insurance on the Property.
15.17 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties
hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is
formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate
any provision of any other agreement to which such party is bound.
15.18 Covenant Against Discrimination. Seller covenants that in its performance of this Agreement
it shall not discriminate against any person or group of persons on account of any impermissible classification
including but not limited to race, color, creed, gender, religion, marital status, national origin, or ancestry.
15.19 Entire Agreement; Amendment. Except as set forth above, this Agreement and the exhibits
incorporated herein contain the entire agreement of Buyer and Seller with respect to the matters contained
herein, and no prior agreement or understanding pertaining to any such matter shall be effective for any
purpose. No provisions of this Agreement may be amended or modified in any manner whatsoever except by
an agreement in writing signed by duly authorized officers or representatives of each of the parties hereto.
88=15610-0047
441578.05 all/M3 -11-
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement,
understands it, and hereby executes this Agreement to be effective as of the day and year first written above.
Date: 461 , 2003
ATTEST:
June Greek, Agency Seeetary
APPROVEb. AS T -TORK,
RUTAN & TUCKE—R.. P
By: zw. �e
the ' e Jenson, ncy Counsel
Date: t),, ,� 1 , 2003
"Seller"
SHEILA WELDON, TRUSTEE AND HER
SUCCESSORS IN TRUST UNDER THE WELDON
TRUSTZATED NO ER 20, 1987, AND ANY
Sheila Weldon
"Buyer"
LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate an politic
By:
Agency Chair
Foresite Escrow agrees to act as Escrow Holder in accordance with the terms of this Agreement.
FORESITE ESCROW
By: _
Name:
Its:
SBZV15610-0047
441578.05 aiirzaro3 -12-
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement,
understands it, and hereby executes this Agreement to be effective as of the day and year first written above.
Date: -o , 2003
ATTEST:
tA
June Greek, Agency tary
APPROVED AS TO FORM:
RUTAN & TUCKER, P
By:
the ' e Jenson, AOncy Counsel
"Seller"
SHEILA WELDON, TRUSTEE AND HER
SUCCESSORS IN TRUST UNDER THE WELDON
TRUS TED NOVE B 20, 1987, AND ANY
r
Sheila Weldon
"Buyer"
LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and,/ politic
Date: I , 2003 By: /�f -� �� L —.f
JAgency Chair
Foresite Escrow agrees to act as Escrow Holder in accordance with the terms of this Agreement.
SUM15610-0047 -12-
441578.05.al lfM3
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The land situated in the City of La Quinta, in the County of Riverside, State of California, described as
follows:
That portion of the Southeast quarter of the Northeast quarter of Section 19, Township 6 South, Range 7 East,
San Bernardino Base and Meridian, described as follows:
Commencing at the Southeast corner of the Northeast quarter of said Section 19; Thence South 89' 33' 05"
West, on the Southerly line of the Northeast quarter of said Section, 330 feet, to the true point of beginning;
thence South 89° 33' 05" West, on said Southerly line of the Northeast quarter, 330 feet; Thence North 0° 13'
40" West, 1,324.57 feet, to the Northerly line of the Southeast quarter of Northeast quarter of said Section 19;
thence North 89' 34' 05" East, on said Northerly line, 330 feet; thence South 0° 13' 40" East, 1,324.47 feet to
the true point of beginning;
Excepting therefrom the Southerly 50 feet conveyed to the County of Riverside by Deeds recorded August 30,
1933 in Book 133, Page(s) 292 and Book 134, Page(s) 298 respectively, of Official Records, Riverside County
Records.
Also excepting therefrom that portion of described in the deeds to the City of La Quinta, recorded 02-17-1999,
as Instrument No. 62425 and 62426, Official Records. Excepting therefrom the mobile home located thereon.
882/015610-0047
441578.05 a11/24/03
EXHIBIT `S"
FORM OF GRANT DEED
[SEE FOLLOWING PAGES]
882/015610-0047
441578.05 at1/24103
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
LA QUINTA REDEVELOPMENT AGENCY
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
GRANT DEED
SPACE ABOVE THIS LINE FOR RECORDER'S USE
(Exempt from Recordation Fee per Gov. Code § 6103)
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SHEILA
WELDON, TRUSTEE AND HER SUCCESSORS IN TRUST UNDER THE WELDON TRUST DATED
NOVEMBER 20, 1987, AND ANY AMENDMENTS THERETO (the "Grantor"), hereby grants to the LA
QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, organized and existing under
the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) ("Grantee"),
that certain real property ("Property") located in the City of La Quinta, County of Riverside, State of
California, described in the legal description attached hereto as Attachment No. 1 and incorporated herein by
this reference, subject to all matters of record, and further subject to the following:
A. Conveyance in Accordance With Redevelopment Plan. The Property is conveyed in
accordance with and subject to the Redevelopment Plan for Project Area Number 2 "Redevelopment Plan"), a
copy of which is on file with the City Clerk of the City of La Quinta, California. All uses on the Property shall
conform to the uses permitted by the Redevelopment Plan. The foregoing shall remain in effect until the
expiration of the Redevelopment Plan.
[end — signature page follows]
882M15610-0047
441578.05 a112"3 ' 1'
"Grantor"
SHEILA WELDON, TRUSTEE AND HER
SUCCESSORS IN TRUST UNDER THE WELDON
TRUST DATED NOVEMBER 20, 1987, AND ANY
AMENDMENTS THERETO
Dated: , 2003 By:
ATTEST:
June Greek, Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
M. Katherine Jenson, Agency Counsel
Dated: , 2003
88M15610-0047
441578.05 a11/2"3 -2-
"Grantee"
Sheila Weldon
LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic
By:
Agency Chair
STATE OF CALIFORNIA )
ss
COUNTY OF RIVERSIDE
On , before me,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or
the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF RIVERSIDE )
On , before me,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or
the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[SEAL]
Notary Public
88M15610-0047
441578.05 a11I24/03 -3-
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
The land situated in the City of La Quinta, in the County of Riverside, State of California, described as
follows:
That portion of the Southeast quarter of the Northeast quarter of Section 19, Township 6 South, Range 7 East,
San Bernardino Base and Meridian, described as follows:
Commencing at the Southeast corner of the Northeast quarter of said Section 19; Thence South 89° 33' 05"
West, on the Southerly line of the Northeast quarter of said Section, 330 feet, to the true point of beginning;
thence South 89' 33' 05" West, on said Southerly line of the Northeast quarter, 330 feet; Thence North 0° 13'
40" West, 1,324.57 feet, to the Northerly line of the Southeast quarter of Northeast quarter of said Section 19;
thence North 89' 34' 05" East, on said Northerly line, 330 feet; thence South 0° 13' 40" East, 1,324.47 feet to
the true point of beginning;
Excepting therefrom the Southerly 50 feet conveyed to the County of Riverside by Deeds recorded August 30,
1933 in Book 133, Page(s) 292 and Book 134, Page(s) 298 respectively, of Official Records, Riverside County
Records.
Also excepting therefrom that portion of described in the deeds to the City of La Quinta, recorded 02-17-1999,
as Instrument No. 62425 and 62426, Official Records. Excepting therefrom the mobile home located thereon.
4415 l .05al1/2 Attachment 1 to Grant Deed
441578.05 al1/2MU3
EXHIBIT "C"
AFFIDAVIT OYNON-FOREIGN ENTITY
TO: LA QUINTA REDEVELOPMENT AGENCY ("Buyer")
The Internal Revenue Code of 1954 ("Code") (26 U.S.C. Sections 1445, 7701) provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that
withholding of tax is not required upon transfer of that certain U.S. real property interest described in
Exhibit "A" to the Agreement for Purchase and Sale and Escrow Instructions dated 112003,
and incorporated herein by reference ("Property"), that the undersigned ("Seller") hereby certifies the
following:
1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms
are defined in the Internal Revenue Code and Income Tax Regulations); and
2. The U.S. taxpayer identification number for Seller is ; and
3. The address for mailing purposes of Seller is: ; and
4. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer
and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge
and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on
behalf of Seller.
SHEILA WELDON, TRUSTEE AND HER
SUCCESSORS IN TRUST UNDER THE WELDON
TRUST DATED NOVEMBER 20, 1987, AND ANY
AMENDMENTS THERETO
Dated: , 2003 By:
Sheila Weldon
882A15610-0047
441578.05 at 1/24/03
AMENDMENT NO.1 TO AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS ("Amendment No. 1") is made and entered into as of
F-" . 01'4 , , 2004 ("Effective Date") by and between SHEILA WELDON, TRUSTEE
AND HER SUCCESSORS IN TRUST UNDER THE WELDON TRUST DATED
NOVEMBER 20, 1987, AND ANY AMENDMENTS THERETO ("Seller"), and the LA
QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Buyer"). As
hereinafter used in this Amendment No. 1, the term "Buyer" shall mean Buyer and/or Buyer's
nominee.
RECITALS:
A. Pursuant to that certain Agreement for Purchase and Sale and Escrow Instructions
executed on or about December 4, 2003, by and between Seller and Buyer (the "Agreement"),
Seller agreed to sell to Buyer, and Buyer agreed to buy from Seller, certain improved real
property located at 78990 Miles Avenue in the City of La Quinta ("City"), County of Riverside,
State of California, more particularly described in the Agreement (the "Property").
B. Buyer and Seller now desire to amend the Agreement to extend, until March 31,
2004, the outside date by which Seller shall convey to Buyer the Property.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants
herein contained, the parties hereto agree as follows:
1. Extension of Closing Date. Section 4.1 of the Agreement is hereby amended to replace
the phrase, "provided, however, in no event shall the Closing occur, if at all, later than the date
which is ten (10) days after the expiration of the Due Diligence Period (`Closing Date')" with the
phrase, "provided, however, in no event shall the Closing occur, if at all, later than March 31,
2004 (`Closing Date')".
2. Provisions of Agreement. Except as otherwise expressly provided in this Amendment
No. 1, all of the terms and conditions of the Agreement shall remain in full force and effect.
3. Miscellaneous.
3.1 Attorney's Fees. In the event of any action between Buyer and Seller seeking
enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in
such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable
costs and expenses, including without limitation its expert witness fees and reasonable attorney's
fees.
882/015610-0047
477028.02 a02/24/04
3.2 Fair Meanina. This Amendment No. 1 shall be construed according to its fair
meaning and as if prepared by both parties hereto.
3.3 Choice of Laws; Litijzation Matters. This Amendment No. 1 shall be governed by
the internal laws of the State of California and any question arising hereunder shall be construed
or determined according to such law. The Municipal and Superior Courts of the State of
California in and for the County of Riverside, or such other appropriate court in such county,
shall have exclusive jurisdiction of any litigation between the parties concerning this
Amendment No. 1. Service of process on Buyer shall be made in accordance with California
law. Service of process on Seller shall be made in any manner permitted by California law and
shall be effective whether served inside or outside California.
3.4 Time of Essence. Time is of the essence of this Amendment No. 1 and of each
and every term and provision hereof.
3.5 Waiver or Modification. A waiver of a provision hereof, or modification of any
provision herein contained, shall be effective only if said waiver or modification is in writing,
and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto
shall be considered to be a waiver of any breach or default unless expressly provided herein or in
the waiver.
3.6 Facsimile Signatures. Signatures of the parties transmitted by facsimile shall be
deemed binding. However, each party agrees to submit their original signature to the other party
within five (5) business days after execution hereof.
3.7 Counterparts. This Agreement may be executed in counterparts, each of which,
when this Amendment No. 1 has been signed by all the Parties hereto, shall be deemed an
original, and such counterparts shall constitute one and the same instrument.
3.8 Corporate Authority. The person(s) executing this Amendment No. 1 on behalf of
each of the parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said
party, (iii) by so executing this Amendment No. 1 such party is formally bound to the provisions
of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any
provision of any other agreement to which such party is bound.
3.9 Entire Agreement; Amendment. Except as set forth above, this Amendment No.
1 and the exhibits incorporated herein contain the entire agreement of Buyer and Seller with
respect to the matters contained herein, and no prior agreement or understanding pertaining to
any such matter shall be effective for any purpose. No provisions of this Amendment No. 1 may
be amended or modified in any manner whatsoever except by an agreement in writing signed by
duly authorized officers or representatives of each of the parties hereto.
882/015610-0047
477028.02 a=4/04 -2-
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this
.Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as
of the day and year first written above.
Date: , 2004
ATTEST:
June Greek, Agency ary
8�p— . -
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP A
M. Katherine Jenson, Agenc j Cougel
Date: , 2004
"Seller"
SHEILA WELDON, TRUSTEE AND HER
SUCCESSORS IN TRUST UNDER THE
WELDON TRUST DATED NOVEMBER 20,
I loll LVA 1
Weldon
"Buyer"
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corpor a and politic
By:k.
Agency Chair
Foresite Escrow agrees to act as Escrow Holder in accordance with the terms of this Amendment
No. 1.
FORESITE ESCROW
By: _
Name:
Its:
88M15610-0047
477028.02 a=4104 -3-