Supper Club/Cart Path Indian Springs 05CART PATH EXCHANGE AGREEMENT
This Cart Path Exchange Agreement (this "Agreement") is entered into as of January � 1,
2005 ("Effective Date"), by and between the CITY OF LA QUINTA, a California municipal
corporation (the "City"), and Supper Club Golf, LLC, a California limited liability company
("Indian Springs"), with reference to the following facts:
RECITALS
A. Indian Springs is the owner of that certain parcel of real property known as
Assessor's Parcel Number 649-071-010, which property is depicted on Exhibit 1
and is legally described in Exhibit 2 (the "Indian Springs Parcel"), which exhibits
are attached hereto and incorporated herein by this reference. The Indian Springs
Parcel is presently improved for use as a golf cart pathway for the benefit of the
Indian Springs Golf Course (the "Golf Course").
B. The City is the owner of the real property identified as APNs 649-071-008 and
647-071-029 (the "Former Lilley Parcels"). It is the parties' intention to provide
for a replacement golf cart pathway across a portion of the Former Lilley Parcels.
The location of the replacement pathway is shown on Exhibit 3, which is attached
hereto and is incorporated herein by this reference (the "Replacement Pathway").
As depicted on Exhibit 3, the Replacement Pathway transects the Former Lilley
Parcels, and then continues onto the Indian Springs' property upon which the Golf
Course is located. In order to provide for the construction and operation of the
Replacement Pathway, the City wishes to convey to Indian Springs in fee the
portion of the Former Lilley Parcels described in Exhibit 4a, and depicted on
Exhibit 4b. Exhibits 4a and 4b are collectively referred to hereinafter as "Exhibit
41)13, and the area described and depicted therein shall be referred to hereinafter as
the "Replacement Property."
C. In connection with the City's widening of Jefferson Street, the City wishes to
acquire the Indian Springs Parcel in fee in exchange for transferring to Indian
Springs the Replacement Property in fee. The City has further agreed to pay for
the cost of installing a concrete surface on the Replacement Pathway of a similar
quality and width to that which now exists on the Indian Springs Parcel. The
concrete pavement would extend approximately five feet beyond the Former
Lilley Parcels to the point where the pathway would join the existing pathway
which is closest to the Former Lilley Parcels. To the extent Indian Springs wishes
to upgrade the quality of the materials or increase the depth or width of the
paving, the expense of that enhancement shall be borne by Indian Springs. The
parties further wish to take all steps necessary in order to avoid any delays to the
activities necessary for the widening of Jefferson Street, and agree to fully
cooperate in the scheduling of the closure of the existing golf cart pathway and
the opening of the Replacement Pathway so as not to delay or interfere with any
of the widening activities. If necessary to avoid delays for Jefferson Street
widening project, pending the closing of the transaction provided for in the
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Agreement, Indian Springs has agreed to provide, as needed, the use and
possession of the easterly 192 square feet of the Indian Springs Parcel to the City
("Immediate Possession Area"). The Immediate Possession Area is 12 feet wide
and 16 feet deep, and is located at the easterly edge of the Indian Springs Parcel
adjacent to the existing Jefferson Street right-of-way.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and incorporating the above recitals, the City and Indian
Springs agree as follows:
1. ESCROW. The exchange of properties shall take place through an escrow ("Escrow") to
be established within three (3) business days after the execution of this Agreement by the
parties hereto, with Fidelity Title Insurance Company ("Escrow Holder") at its office
located at 74-758 Highway 111, Suite 209, Indian Wells, California 92210. 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 the City and Indian Springs in writing of the date of the Opening of
Escrow. This Agreement, once deposited in Escrow, shall constitute the joint escrow
instructions of the City and Indian Springs to the Escrow Holder. Additionally, if Escrow
Holder so requires, the parties 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. The parties additionally agree to the Escrow Holder's standard terms, a copy
of which is attached hereto as Exhibit 5.
2. TITLE MATTERS. The City shall obtain a preliminary title report prepared by Fidelity
Title Insurance Company ("Title Company") describing the state of title of the Indian
Springs Parcel together with copies of all underlying documents (collectively, the "Indian
Springs Parcel Preliminary Title Report"). Indian Springs shall obtain a preliminary title
report, at City's expense, prepared by Title Company describing the state of title of the
Replacement Property together with copies of all underlying documents (collectively, the
"Replacement Property Preliminary Title Report"). Collectively, the Indian Springs
Parcel Preliminary Title Report and the Replacement Property Preliminary Title Report
are referred to hereinafter in the singular as the "Preliminary Title Report."
Notwithstanding anything herein to the contrary, Indian Springs shall be obligated to
remove all monetary encumbrances against the Indian Springs Parcel excluding non -
delinquent real property taxes, and the City shall be obligated to remove all monetary
encumbrances against the Replacement Property excluding non -delinquent real property
taxes. The City and Indian Springs shall each notify the other in writing of any
objections it may have to title exceptions contained in the Preliminary Title Report no
later than the date which is ten (10) days after its receipt of the Preliminary Title Report
("Objection Notice"). Each party's approval or disapproval of the matters set forth in the
Preliminary Title Report may be granted or withheld in that party's reasonable discretion.
Either party's failure to provide the other party with an Objection Notice within said
period shall constitute the non -objecting party's approval of all exceptions to title shown
on the Preliminary Title Report. Each party who receives an Objection Notice shall have
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a period of five (5) days after receipt of the Objection Notice in which to deliver written
notice to the objecting party ("Responding Notice") of that party's election to either (i)
agree to remove the objectionable items on the Preliminary Title Report prior to the Close
of Escrow, or (ii) decline to remove any such title exceptions or Survey matters and
terminate Escrow and the obligations of the parties to exchange properties under this
Agreement. The failure of a party who has received an Objection Notice to provide the
other party with a Responding Notice within said period shall constitute that party's
election to remove the objectionable items on the Preliminary Title Report. If either
party notifies the other party of its election to terminate rather than remove the
objectionable items on the Preliminary Title Report, the party that sent the Objection
Notice shall have the right, by written notice delivered to other party within five (5) days
after receipt of election to terminate, to agree to accept the respective property subject to
the objectionable items, in which event the election to terminate shall be of no effect, and
waiving party shall take title at the Close of Escrow subject to such objectionable items.
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, approval and response shall also apply to said amendment or supplement, and the
Closing shall be extended for such period as is necessary to allow for that review and
response process to be completed.
3. CLOSE OF ESCROW. Provided that all of the conditions of this Agreement precedent
to the "Close of Escrow" (as hereinafter defined) as set forth below 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 February 15,
2005 ("Outside Closing Date"). Notwithstanding the foregoing, if the parties agree to
advance the Closing, and so long as all of the "City's Conditions to Closing" and all of
"Indian Springs' Conditions to Closing" (as those terms are defined in Section 7) have
been satisfied (or waived by the appropriate party), the parties may elect to authorize the
Closing before the Outside Closing Date. The terms "Close of Escrow," "Closing Date"
and "Closing" are used herein to mean the time Indian Springs' grant deed conveying fee
title to the Indian Springs Parcel and the City's grant deed conveying fee title to
Replacement Property are 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 Outside Closing Date, the parties agree to diligently take all steps necessary to
effectuate the Closing at the earliest possible date. If, despite the parties' best efforts, the
Closing has not occurred by the Outside Closing Date, Indian Springs agrees that the City
may take possession of the Immediate Possession Area, and Indian Springs may take
possession of the Replacement Property in order for there to be no delay of the
construction and no disruption to play on the Golf Course. In the event that such interim
possession is necessary, the City shall take such steps as are reasonably necessary in
order to provide for the safe passage of golf carts across the Replacement Property
pending the completion of permanent improvements to the Replacement Pathway.
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 attached hereto as
Exhibit "6") transferring title to the Indian Springs Property to the City ("Indian Springs
Parcel Grant Deed"); (ii) the grant deed (in the form attached hereto as Exhibit "7")
transferring the Replacement Property to Indian Springs ("Replacement Property Grant
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Deed") and '(iii) such other and further documents as may be directed jointly by the City
and Indian Springs. Upon the Closing, Escrow Holder shall deliver conformed copies of
all recorded documents to both parties.
4. DELIVERY OF DOCUMENTS REQUIRED FROM CITY AND INDIAN SPRINGS.
The City and Indian Springs agree that on or before 5:00 p.m. on the last business day
immediately preceding the Closing Date, the following documents shall be deposited:
a. The City shall deposit the executed and acknowledged Replacement
Property Grant Deed;
b. Indian Springs shall deposit the executed and acknowledged Indian
Springs Parcel Grant Deed;
C. Certificates of Non -Foreign Status (the "Non -Foreign Affidavits")
executed and acknowledged by the parties, and any items, and instruments required from the
parties (executed and acknowledged where appropriate) as may be reasonably necessary in order
for Escrow Holder to comply with the provisions of this Agreement, shall be deposited by the
parties.
5. TITLE INSURANCE POLICY. On the Closing Date, the Title Company, as insurer,
shall issue a CLTA owner's standard coverage policy of title insurance ("Title Policy"),
in favor of the City as to the Indian Springs Parcel, and in favor of Indian Springs as to
the Replacement property, as insureds, with liability in the amount of $7,395.00 and
$7,395.00, respectively, subject to the following (the "Permitted Exceptions"):
a. non -delinquent real property taxes;
b. covenants, conditions, restrictions and reservations of record that do not
interfere with the acquiring party's proposed use of the subject property, as determined in the
reasonable discretion of the acquiring party;
C. easements or rights -of -way over the subject property for public or quasi -
public utility or public street purposes;
d. title exceptions approved or deemed approved by the acquiring party
pursuant to Section 2 above;
e. any other exceptions approved by the acquiring party; and
f. the standard printed conditions and exceptions contained in the CLTA
standard owner's policy of title insurance regularly issued by the Title Company.
The City shall be responsible for the charges incurred to obtain the Title Policies with
respect to both properties.
6. REAL PROPERTY TAXES AND ASSESSMENTS. Each party shall be responsible for
paying (through Escrow at Closing) all real and personal property taxes and assessments
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which are of record as of the Closing Date and/or have accrued against the property they
are transferring to the other party prior to (and including) the Closing Date
(notwithstanding whether such taxes and/or assessments are due and payable as of the
Closing Date), including all real or personal property taxes or assessments assessed
against the property after the Closing for any period prior to the Closing.
7. CONDITIONS PRECEDENT TO CLOSING.
7.1. Conditions Precedent to City's Obligations. The obligations of the City under this
Agreement to transfer the Replacement Property to Indian Springs and to acquire
the Indian Springs Parcel and close the Escrow shall be subject to the satisfaction
or signed written waiver by the City of each and all of the following conditions
precedent (collectively, "City's Conditions to Closing"): (i) on the Closing Date,
the Title Company shall be irrevocably committed to issue the Title Policy
pursuant to Section 5 above insuring fee title to the Indian Springs Parcel as being
vested in the City, subject only to the Permitted Exceptions; (ii) Escrow Holder
holds all instruments required for the Closing and will deliver to the City the
instruments accruing to the City pursuant to this Agreement; and (iii) Indian
Springs is not in material default of any term or condition of this Agreement.
7.2. Conditions Precedent to Indian Springs' Obligations. The obligations of Indian
Springs under this Agreement to transfer the Indian Springs Parcel to the City and
to acquire the Replacement Property and close the Escrow shall be subject to the
satisfaction or signed written waiver by Indian Springs of each and all of the
following conditions precedent (collectively, "Indian Springs' Conditions to
Closing"): (i) on the Closing Date, the Title Company shall be irrevocably
committed to issue the Title Policy pursuant to Section 5 above insuring fee title
to the Replacement Property as being vested in Indian Springs, subject only to the
Permitted Exceptions; (ii) Escrow Holder holds all instruments required for the
Closing and will deliver to Indian Springs the instruments accruing to Indian
Springs pursuant to this Agreement; and (iii) the City is not in material default of
any term or condition of this Agreement.
8. ALLOCATION OF COSTS. The City shall pay all escrow and closing costs associated
with this Agreement and the exchange of the property, including any and all escrow and
title fees, recording fees, costs of all title reports referenced in Paragraph 2 above, all title
insurance costs referenced in Paragraph 5 above, documentary transfer tax, and the City's
own attorney's fees in connection with this Agreement and the transactions contemplated
hereby. Indian Springs shall pay Indian Springs' own attorney's fees, if any, in
connection with this Agreement and the transactions contemplated hereby.
9. HAZARDOUS MATERIALS. To the best of the parties' knowledge, neither the Indian
Springs Parcel nor the Replacement Property has at any time been used for the purposes
of storing, manufacturing, releasing or dumping Hazardous Materials. For purposes of
this Agreement, the term "Hazardous Materials" shall mean hazardous wastes, hazardous
materials, hazardous substances, hazardous constituents, toxic substances or related
materials, whether solids, liquids or gases, including, but not limited to, substances
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deemed as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic
substances," "pollutants," "contaminants," "radioactive materials," or other similar
designations in, or otherwise subject to regulation under, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ("TSCA"), 15
U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the
Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 9601, et seq.; the
Clean Water Act ("CWA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42
U.S.C. § 300 et seq.; the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq.; the
Hazardous Waste Control Law, California Health and Safety Code § 25025 et seq., the
Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and
Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans
and Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The
Underground Storage of Hazardous Substances Act, California Health and Safety Code,
Division 20, Chapter 6.7, the Porter -Cologne Act, California Water Code § 13050 et seq.
and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or
other criteria and guidelines promulgated pursuant to the preceding laws or other similar
federal, state or local laws, regulations, rules or ordinances now or hereafter in effect
relating to environmental matters (collectively the "Environmental Laws"); and any other
substances, constituents or wastes subject to any applicable federal, state or local law,
regulation, ordinance or common law doctrine, including any Environmental Law, now
or hereafter in effect, including, but not limited to, (A) petroleum, (B) refined petroleum
products, (C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, (F) lead in
water, paint or elsewhere, (G) radon, (H) polychlorinated biphenyls (PCBs) and (I)
ureaformaldehyde.
10. COVENANTS REGARDING CONDITION OF PROPERTIES PENDING CLOSING.
As to the properties that each party is transferring to the other pursuant to this Agreement,
the parties agree that during the period between the Effective Date of this Agreement and
the Closing Date:
a. Each party shall maintain the property it is transferring to the other in not
less than the state of repair as that existing on the Effective Date (excepting ordinary wear and
tear) and shall not alter the physical condition of the property without the written consent of the
other party;
b. Neither party shall convey, grant, lease, assign, mortgage, hypothecate,
encumber, or otherwise transfer (on or off record) the property it is transferring to the other, or
any interest therein.
11. USE OF IMMEDIATE POSSESSION AREA: While it is the parties intent to close the
transaction provided for by this Agreement and cause the completion of the
improvements to the Replacement Pathway prior to the date that the City will need to
provide the County of Riverside's contractor with possession of the Jefferson Street
construction area, the parties recognize that it may not be possible to do so. If, prior to
the Closing of Escrow, as defined above, the City needs to utilize or provide the
contractor with the Immediate Possession Area in order to not delay the street widening
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activities being undertaken by the County, the City may, in its reasonable discretion,
notify Indian Springs of this need and Indian Springs, within ten (10) business days of
receiving the notice, shall transfer and convey to the City of possession of the Immediate
Possession Area, which conveyance shall be evidenced by Indian Springs' execution and
acknowledgement, and delivery to the Escrow Holder, of an irrevocable license
agreement ("License Agreement") in a form and content contained in Exhibit 8 attached
hereto and incorporated herein by this reference. The City shall pay all costs associated
with the recordation of the License Agreement. Upon issuing the notice to Indian
Springs of the need for pre -Closing possession, and prior to utilizing the Immediate
Possession Area in a manner that would interfere with the current use of the existing cart
path, the City will provide funding for temporary improvements for a substitute golf cart
path if the permanent improvements have not yet been completed. Indian Springs, with
its own forces, or under contract, will install the improvements needed for the temporary
cart path in the general location and dimensions shown on Exhibit 3. The City shall
reimburse Indian Springs for the following costs reasonably incurred by Indian Springs in
establishing the Temporary Cart Path: (1) the rental charges for any equipment needed to
level or grade the base of the temporary cart path and the documented labor costs for the
work; (2) the cost of decomposed granite or asphalt to be installed on the temporary cart
path; and (3) any other actual expenses approved in writing, in advance, by the City's
Public Works Director, for the temporary cart path. Indian Springs shall submit
documentation for its request for reimbursement for these three items. Reimbursement
will be within thirty (30) days after the City's Public Works Director approves the
request. At any time during the actual construction of the Jefferson Street Widening
Project, Phase H, the Temporary Cart Path may be relocated in the City's or the County
of Riverside's discretion as needed to facilitate the construction activities on Jefferson
Street. All the expense of providing for a temporary relocation in a safe manner shall be
borne by the City. Once approved by the City's Public Works Director for temporary use
by Indian Springs, the maintenance obligations and maintenance costs of the temporary
cart path shall be borne solely by Indian Springs. Indian Springs agrees to indemnify,
defend, and hold the City and its employees, officers, and agents ("Indemnified Parties")
harmless from any and all claims, causes of action, obligations, losses, liabilities,
judgments and damages, including reasonable attorneys fees and costs of litigation
(collectively "Claims") arising out of and/or in any way relating to the use of the
temporary cart path by any person associated with the Golf Course. In the event the
Indemnified Parties are made a party to any action, lawsuit, or other adversarial
proceeding in any way involving such Claims, Indian Springs shall provide a defense to
the Indemnified Parties, or at the City's option, reimburse the Indemnified Parties their
costs of defense, including reasonable attorneys' fees, incurred in defense of such claim.
In addition, Indian Springs shall be obligated to promptly pay any final judgment or
portion thereof rendered against the Indemnified Parties.
12. IMPROVEMENTS TO REPLACEMENT PATHWAY. Within five (5) business days
after the Effective Date of this Agreement, Indian Springs shall commence the
installation of the improvements it deems necessary for the Replacement Pathway, and
shall diligently pursue the improvements until completed. The plans for the
improvements, along with estimated costs for their installation, shall be approved in
writing in advance of the installation by the City's Director of Public Works ("Director").
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The City shall reimburse Indian Springs for the actual cost of installing a concrete
pathway in the alignment of the Replacement Path, substantially similar in terms of
width, depth, and composition to the golf cart pathway that exists on the Indian Springs
Parcel as of the Effective Date of this Agreement. The City shall cooperate and
coordinate with the construction, shall facilitate the issuance of all necessary permits, and
shall waive any building permit fees. The reimbursement shall be in accordance with the
estimate approved by the Director, subject to modifications he has pre -approved, in
writing. Reimbursement shall be made within thirty (30) days of receipt of
documentation of the expenditure. If Indian Springs wishes to upgrade the pavement
style or materials, any such upgrades will be at Indian Springs' sole expense. The
improvement area shall extend approximately five (5) feet to the west of the easterly
boundary of the Former Lilley Parcels in order to connect to the existing pathway. Once
the Replacement Pathway is approved for use by the City's Public Works Director,
Indian Springs shall undertake all maintenance related to the Replacement Path. After
the Closing, Indian Springs will have the sole obligation to maintain the Replacement
Pathway and the Replacement Property.
13. EXCHANGE AS FULL COMPENSATION. The parties agree that the property
exchange and reimbursement for improvement costs reflected in this Agreement
constitute the full just compensation that Indian Springs is entitled to for the City's
acquisition of the Indian Springs Parcel, and is inclusive of any claims for loss of
goodwill, lost profits, lost business income, attorneys' fees, or claims under the State
Relocation Assistance Law (California Government Code Sections 7260 et seq.;
Relocation Assistance and Real Property Acquisition Guidelines, California
Administrative Cove Title 25). Indian Springs waives any and all rights it may have to
seek additional compensation for such claims. This Agreement is entered into in lieu of
proceeding with eminent domain proceedings as to the Indian Springs Parcel. The parties
agree that after the Closing, the parties will take all necessary steps to eliminate the
Indian Springs Parcel from the existing eminent domain action pending between the
parties entitled, City of La Quinta v. Supper Club Golf, LLC, Riverside Superior Court,
Indio Branch, Case No. INC045225, whether by filing of a Notice of Partial
Abandonment under Code of Civil Procedure section 1268.510, or some other procedure
acceptable to the Court. Indian Springs waives any right to object to any such notice of
abandonment or other withdrawal by City of the Indian Springs Parcel from the above -
referenced action, and likewise waives any claim to damages, costs, or litigation
expenses, including attorneys' fees, arising from City's removal of the Indian Springs
Parcel from such action. Indian Springs likewise waives any claim to compensation or
damage to any of Indian Springs' remaining properties, under Code of Civil Procedure
section 1263.410 et seq. or otherwise, which Indian Springs has or may assert relating to
the replacement and relocation of the cart path, as contemplated by this Agreement, and
agrees that the performance by City of its obligations hereunder shall, and does,
constitute full, fair, and final compensation relating to the City's acquisition of the Indian
Springs Parcel, and the construction of the City's Jefferson Street Widening Project,
Phase II, with regard to any impact therefrom on the Cart Path.
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14. MISCELLANEOUS.
14.1. Applicable Law. This Agreement shall be governed by, and construed under, the
laws of the State of California. In addition to any other rights or remedies, either
party may take legal action, in law or in equity, to cure, correct, or remedy any
default, to recover damages for any default, to compel specific performance of
this Agreement, to obtain declaratory or injunctive relief, or to obtain any other
remedy consistent with the purposes of this Agreement. The rights and remedies
of the parties are cumulative and the exercise by either party of one or more of
such rights or remedies shall not preclude the exercise by it, at the same or
different times of any other right or remedies for the same default or any other
default by the other party. Service of process shall be made in any manner
permitted by law and shall be effective whether served within or outside of
California.
14.2. Notices: Unless otherwise provided herein, all notices required to be delivered
under this Agreement or under applicable law shall be (i) personally delivered, or
(ii) delivered by United States mail, prepaid, certified, return receipt requested, or
(iii) delivered by reputable overnight document delivery service that provides a
receipt showing date and time of delivery. Notices personally delivered or
delivered by a document delivery service shall be effective upon receipt. Notices
delivered by mail shall be effective at noon on the second business day following
deposit with the United States Postal Service. A party hereto may at any time, by
giving ten (10) days' written notice to the other party hereto, designate any other
address in substitution of the address to which such notice or communication shall
be given. Such notices or communications shall be delivered to the following
addresses:
To City: City of La Quinta
Attn: City Manager
78-495 Calle Tampico
La Quinta, CA 92253
With Copy to: Rutan & Tucker, LLP
Attn: M. Katherine Jenson
611 Anton Blvd., 14t` Floor
Costa Mesa, CA 92626
To Indian Springs: Supper Club Golf, LLC
Attn: J. Donald Olson
80-227 Indian Springs Drive
Indio, CA 92201
With Copy to: Roemer, Harnik & Nethery, LLP
Attn: Brian S. Harnik
45-025 Manitou Drive
Indian Wells, CA 92210
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14.3. Interpretation. The terms of this Agreement shall be construed in accordance with
the meaning of the language used and shall not be construed for or against either
party hereto by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply. The Section headings are for purposes
of convenience only, and shall not be construed to limit or extend the meaning of
this Agreement.
14.4. Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement, and this Agreement
supersedes and cancels any and all previous negotiations, arrangements,
agreements, and understandings, if any, between the parties with respect to the
subject matter hereof, and none shall be used to interpret this Agreement. This
Agreement may be amended at any time by the mutual consent of the parties by
an instrument in writing. This Agreement shall have no effect upon the respective
rights of the parties with respect to any other properties owned by the parties.
14.5. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which shall constitute one and the
same document.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day and
year first written above.
APPROVED AS TO FORM
RUTAN &TUCKER, LLP
By: 11�' //--, ,
C' Attney
"CITY"
CITY OF LA QUINTA, a California municipal
co ion
By.
Thomas P. Genovese, City Manager
[Signatures continued on next page]
2156/015610-0008 _ 1 O_
526791.09 a01/13/O5
"INDIAN SPRINGS"
SUPPER CLUB GOLF, LLC, a California limited
liability co pany
By:
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Exhibit 1
L,E!QAL. DSCRP__TL .
The real property and improvements thereon situated in the State of California, County of
Riverside, City of La Quinta, are described as follows:
Lot 19 of Tract 2190, as Shown by Map on Fife in Book 41, Pages 53, 56 and 57 of Maps,
Records of Riverside County, California.
Excepting Therefrom the South 35 Feet of Said Lot 19.
Also Excepting Therefrom the Following Described Property:
Conunencing at the Northwest Corner of Lot 18 of Said Tract;
Thence South 0° 04' 39" East, 18.71 Feet to the True Point of Beginning
Thence South 0° 04' 39" East, 95.00 Feet;
'Thence North 89" 55' 21 ", 100.00 Feet to the East Line of Said Lot 19;
Thence North 00 04' 39" West, 95'.00 Feet;
Thence South 89° 55' West, I00,00 Feet, to the True Point of Beginning.
APN 649-071-010 i
Exhibit 2
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Exhibit 3
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ZFFERSON STRUT 3,340 S.F.
T-655 P.002/003 F-?10
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EXHIBIT "13"
PLAT TO ACCOIrPAMY A LEGAL AESCRIPTION FOR:
JEFFERSON STREET RIGHT—OF—WAY.
(APN 949-071-008)
(APN 649-077—009)(APN 649-071 —029)
LU! 113
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DAM, OECEWER 15. 2004 J* 20-100307-M �
Exhibit 4a
EXHIBIT 7
Form of Grant Deed to Indian Springs for Replacement Property
[Attached]
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EXHIBIT 4b
Replacement Property — Legal Description
2156/015610-0008
526791.09 a01/13/05
EXHIBIT 5
Fidelity Title Insurance Company Instructions
2156/015610-0008
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EXHIBIT 6
Form of Grant Deed to City for Indian Springs Parcel
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF LA QUINTA
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
(Exempt from Recordation Fee per Gov. Code § 6103)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
SUPPER CLUB GOLF, LLC, a California limited liability company, hereby grants to the CITY
OF LA QUINTA, a California municipal corporation, that certain real property located in the
City of La Quinta, County of Riverside, State of California, legally described on Attachment
No. 1, which is attached hereto, and incorporated herein by this reference, subject to all matters
of record.
Dated: , 2005 SUPPER CLUB GOLF CLUB, LLC,
a California limited liability company
By:
Its:
By:
Its:
2156/015610-0008 5
526791.09 a01/13/05
STATE OF CALIFORNIA )
) ss
COUNTY OF )
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 name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(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 )
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 name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(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]
2156/015610-0008
526791.09 a01/13/05 -6-
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the State of California, County of Riverside, City of La
Quinta, and is described as follows:
[To be inserted]
2156/015610-0008
526791.09 a01/13/05
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by the Grant Deed
dated , from Supper Club Golf, LLC, to the City of La Quinta, a municipal
Corporation, ("City") is hereby accepted by the City by the signature of the undersigned agent on
behalf of the City pursuant to the authority conferred upon him by Resolution No. 2003-083,
adopted on September 16, 2003, and that the City, as the Grantee, by its said duly authorized
agent, hereby consents to the recordation thereof.
DATED:
CITY OF LA QUINTA, a Municipal Corporation
Bv:
Name: Thomas P. Genovese
Its: City Manager
I HEREBY ATTEST to the authenticity of the foregoing signature and to the said adoption of the
said Resolution of his general authority to so act and certify that said authority has not been
revoked by any subsequent Resolution or order of the City.
DATED:
June S. Greek, City Clerk, City of La Quinta
2156/015610-0008
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WHEN RECORDED MAIL TO:
Indian Springs Land Company, LLC
Attn: J. Donald Olson
80-227 Indian Springs Drive
Indio, CA 92201
Space above this line for Recorder's Use
EXEMPT FROM RECORDER'S FEE PER GOV. CODE §27383
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY
OF LA QUINTA, a municipal corporation, hereby GRANTS to the SUPPER CLUB GOLF,
LLC, a California limited liability corporation, that certain real property in the County of
Riverside, State of California, as more particularly described in Exhibit "A" attached hereto and
incorporated herein by this reference.
"CITY"
CITY OF LA QUINTA, a California municipal
corporation
UIR
ATTEST:
By:
City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
By:
City Attorney
Thomas P. Genovese, City Manager
2156/015610-0008
526791.09 a01/13/05 -4-
STATE OF CALIFORNIA
ss.
COUNTY OF )
On , before me, , Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(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 )
On , before me, , Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(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]
2156/015610-0008
526791.09 a01/13/05 -5-
EXHIBIT A
Legal Description and Depiction of Replacement Property
2156/015610-0008
526791.09 a01/13/05 -6-
EXHIBIT 8
License Agreement for Possession of Immediate Possession Area
WHEN RECORDED MAIL TO:
City of La Quinta
Attn: City Manager
78-495 Calle Tampico
La Quinta, CA 92253
Space above this line for Recorder's Use
EXEMPT FROM RECORDER'S FEE PER GOV. CODE §27383
EXEMPT FROM DOCUMENTARY TRANSFER TAX PER REV. & TAX. CODE § 11922
Signature of Declarant or Agent determining tax — Firm Name
IRREVOCABLE LICENSE AGREEMENT FOR POSSESSION OF PROPERTY
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SUPPER
CLUB GOLF, LLC, a California limited liability company, hereby irrevocably transfers and
conveys to the CITY OF LA QUINTA, a California municipal corporation, the right to enter,
hold, possess, and use for all purposes incidental to the placement, construction, maintenance,
and operation of the Jefferson Street Widening Project, Phase II, the easterly 192 square feet
("Immediate Possession Area") of the real property described in Exhibit A ("Indian Springs
Parcel"), attached hereto and incorporated by this reference. The Immediate Possession Area is
12 feet wide and 16 feet deep, and is located at the easterly edge of the Indian Springs Parcel,
adjacent to the existing Jefferson Street right-of-way, County of Riverside, State of California,
all as more specifically described in Exhibit "A" hereto.
Dated: , 2005 SUPPER CLUB GOLF CLUB, LLC,
a California limited liability company
2156/15610-0008
526791.09 a01/13/05
By:
Its:
By:
Its:
-7-
STATE OF CALIFORNIA )
SS.
COUNTY OF )
On , before me, , Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(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 )
On , before me, Notary Public,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(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]
2156/15610-0008
526791.09 a01/13/05 -8-
Exhibit A
Legal Description
The real property and improvements thereon situated in the State of California, County of
Riverside, City of La Quinta, are described as follows:
Lot 19 of Tract 2190, as Shown by Map on File in Book 41, Pages 55, 56 and 57 of
Maps, Records of Riverside County, California.
Excepting Therefrom the South 35 Feet of Said Lot 19.
Also Excepting Therefrom the Following Described Property:
Commencing at the Northwest Corner of Lot 18 of Said Tract;
Thence South 0° 04' 39" East, 18.71 Feet to the True Point of Beginning;
Thence South 0° 04' 39" East, 95.00 Feet;
Thence North 89' 55' 21 ", 100.00 Feet to the East Line of Said Lot 19;
Thence North 0° 04' 39" West, 95.00 Feet;
Thence South 89' 55' West, 100.00 Feet, to the True Point of Beginning.
APN 649-071-010
2156/15610-0008
526791.09 a01/13/05
In
A
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by a Irrevocable
License Agreement For Possession Of Property dated , from Supper Club Golf,
LLC, to the City of La Quinta, a municipal Corporation, ("City") is hereby accepted by the City
by the signature of the undersigned agent on behalf of the City pursuant to the authority
conferred upon him by Resolution No. 2003-083, adopted on September 16, 2003, and that the
City, as the Grantee, by its said duly authorized agent, hereby consents to the recordation thereof.
DATED:
CITY OF LA QUINTA, a Municipal Corporation
Bv:
Name: Thomas P. Genovese
Its: City Manager
I HEREBY ATTEST to the authenticity of the foregoing signature and to the said adoption of the
said Resolution of his general authority to so act and certify that said authority has not been
revoked by any subsequent Resolution or order of the City.
DATED:
June S. Greek, City Clerk, City of La Quinta
2156/15610-0008
526791.09 a01/13/05
-10-