Loading...
2007 03 20 RDA6:4 4 44tha Redevelopment Agency agendas are available on the City' web page @ www.la-quinta.org REDEVELOPMENT AGENCY AGENDA Regular Meeting TUESDAY, MARCH 20, 2007 — 3:00 P.M. CITY COUNCIL CHAMBERS 78-495 Calle Tampico La Quinta, California 92253 7:00 P.M. PUBLIC HEARING LA QUINTA LIBRARY MULTI -PURPOSE ROOM 78-275 Calle Tampico La Quinta, California 92253 (doors open at 6:00 p.m.) Beginning Resolution No. RA 2007-003 CALL TO ORDER Roll Call: Agency Board Members: Adolph, Henderson, Kirk, Sniff, and Chairman Osborne PUBLIC COMMENT At this time, members of the public may address the Redevelopment Agency on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. CLOSED SESSION - NONE NOTE: Time permitting the Redevelopment Agency Board may conduct Closed Session discussions during the dinner recess. In addition, persons identified as negotiating parties are not invited into the Closed Session meeting when acquisition of real property is considered. 000001 Redevelopment Agency Agenda 1 March 20, 2007 RECESS TO CLOSED SESSION RECONVENE AT 4:00 P.M. PUBLIC COMMENT At this time members of the public may address the Redevelopment Agency on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. CONFIRMATION OF AGENDA APPROVAL OF MINUTES 1 . APPROVAL OF MINUTES OF MARCH 6, 2007. CONSENT CALENDAR NOTE: Consent Calendar items are considered to be routine in nature and will be approved by one motion. APPROVAL OF DEMAND REGISTER DATED MARCH 20, 2007. 2. RECEIVE AND FILE TREASURER'S REPORT DATED JANUARY 31, 2007. 3. RECEIVE AND FILE REVENUE & EXPENDITURES REPORT DATED JANUARY 31, 2007. 4. ADOPTION OF A RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND LOUIS RAMIREZ AND JUANITA RAMIREZ, TRUSTEES OF THE RAMIREZ FAMILY TRUST, DATED JULY 7, 1999, FOR PROPERTY LOCATED AT 46-176 DUNE PALMS ROAD (APN: 600-030-008), AND THE APPROPRIATION OF $900,000 FOR ACQUISITION, RELOCATION, AND DEMOLITION. BUSINESS SESSION - NONE STUDY SESSION - NONE CHAIR AND BOARD MEMBERS' ITEMS — NONE 00nnr-�� Redevelopment Agency Agenda 2 March 20, 2007 PUBLIC HEARINGS — NONE For all Public Hearings on the agenda, a completed "request to speak" form must be filed with the City Clerk prior to consideration of that item. ADJOURNMENT Adjourn to a regularly scheduled meeting of the Redevelopment Agency to be held on April 3, 2007, commencing with closed session at 3:00 p.m. and open session at 4:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253. DECLARATION OF POSTING I, Veronica Montecino, City Clerk of the City of La Quinta, do hereby declare that the foregoing agenda for the La Quinta Redevelopment Agency meeting of March 20, 2007, was posted on the outside entry to the Council Chamber at 78-495 Calle Tampico and on the bulletin boards at 51-321 Avenida Bermudas and 78-630 Highway 111, on March 16, 2007. DATED: arch 16, 2007 VERONICA ONTECINO, City Clerk City of La uinta, California 000003 Redevelopment Agency Agenda 3 March 20, 2007 AGENDA CATEGORY: COUNCEURDA MEETING DATE: March 20, 2007 BUSINESS SESSION: _ ITEM TITLE: Demand Register Dated March 20, 2007 / CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: RECOMMENDATION: It is recommended the Redevelopment Agency Board: Receive and File the Demand Register Dated March 20, 2007 of which $259,731.16 represents Redevelopment Agency Expenditures. PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA 000004 2 c&� 4 4 Quiptrcv COUNCIL/RDA MEETING DATE: March 20, 2007 ITEM TITLE: Receive and File Treasurers Report as of January 31, 2007 RECOMMENDATION: It is recommended the Redevelopment Agency Board: Receive and file. AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: PLEASE SEE RELATED BUSINESS SESSION ITEM ON CITY COUNCIL AGENDA 0000,05 `ei� 4 Xfv QK'Araj COUNCIL/RDA MEETING DATE: March 20, 2007 ITEM TITLE:, Receive and File Revenue and Expenditure Report for January 31, 2007 RECOMMENDATION: Receive and File BACKGROUND AND OVERVIEW: AGENDA CATEGORY: BUSINESS SESSION: _ CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Receive and File the January 31, 2007 Statement of Revenue and Expenditures for the La Quinta Redevelopment Agency. Respectfully submitted, John M. Falconer, Finance Director Approved for submission by: ` Thomas P. Genovese, Executive Director Attachment : 1. Revenue and Expenditures Report, January 31, 2007 000`)0'C LA OUINTA REDEVELOPMENT AGENCY REVENUE SUMMARY PROJECT AREA NO_1: LOW/MODERATE BOND FUND: Allocated Interest Home Sale Proceeds Non Allocated Interest Transfer In TOTAL LOW/MOD BOND LOW/MODERATE TAX FUND: Tax Increment Allocated Interest Non Allocated Interest Miscellaneous revenue Non Allocated Interest LQRP-Rent Revenue Home Sales Proceeds Sale of Land Sevier Subsidy Reimbursements Rehabilt a0on Loan Repayments 2nd Trust Deed Repayment Transferin TOTAL LOW/MOD TAX 07101/2006. 113112007 REMAINING % BUDGET RECEIVED BUDGET RECEIVED 000 000 000 0000% 000 000 000 0000% 000 000 000 0000% 000 000 000 0000% 000 000 000 0.000% 8,915.10000 4.842,30936 4,072,79064 54320% 333.30000 100,52505 232,77395 30160% 000 12759371 (12759371) 0000% 000 8197 (8197) 0000% 000 45660 (456 60) 0 000 % 252,000 00 142.45242 109,547 58 56 530% 480,000 00 311,092 3B 168 9077 00 640.81 000 000 % 000 18,21523 (18,215,23) 0000% 000 000 000 0000% 000 705,858.17 (705,85817) 0000% 140 000 00 100 000.00 40 000 00 71.430% 10 120 400 00 6 348,585 89 3,771,814 11 62 730% DEBT SERVICE FUND: 35.430,90000 19,369,23752 16,061,66248 54670% Tax Increment 93,10000 325,27413 (232,17413) 349380% Allocated Interest 000 000 000 0000% Non Allocated Interest 000 000 000 0000% Inlein- County Loan 000 000 000 0000% Interest Advance Proceeds 444830400 289614509 155215891 65110% Transfers In 39,972,30400 22,590,65874 17,381,69726 56520% TOTAL DEBT SERVICE CAPITAL IMPROVEMENT FUND - NON-TAXABLE 00 97,577 50 (85,077 50) 780 620% Pooled Cash Allocated Interest 12,500 500,00000 576,90984 76,90984) (76,90984) 115,380% Non Allocated interest 000 000 000 0000% Litigation Settlement Revenue 000 000 000 0 000 % Loan Proceeds 000 000 0.00 0 000 % Rental Income 2,500 000 00 000 250000000 0 000 % Transfers In TOTAL CAPITAL IMPROVEMENT 307250000 874,48734 2,338,01266 22.390% CAPITAL IMPROVEMENT FUND - TAXABLE 000 0000% Pooled Cash Allocatetl Interest 0.00 000 0 00 0 000% Non Allocated Interest 0 00 0.00 000 0000% Litigation Settlement Revenue 0 00 000 000 coo 0.000% Bond proceeds 000 000 000 0 00 0.000% Rental Income 000 000 0.00 0000% Transfers In 000 000 000 0,000% TOTAL CAPITAL IMPROVEMENT 00000'7 2 LA QUINTA REDEVELOPMENT AGENCY 0710112006-113112007 REMAINING EXPENDITURE SUMMARY BUDGET EXPENDITURES ENCUMBERED BUDGET PROJECT AREAS 1: LOW/MODERATE BOND FUND 000 000 000 000 PERSONNEL 000 000 0DO 000 SERVICES REIMBURSEMENT TO GEN FUND 000 000 000 000 HOUSING PROJECTS 0DO 0DO 000 000 TRANSFERS OUT 0 DO 0 DO 000 000 000 0 DO 000 TOTAL LOWIMOD BOND 000 LOWIMODERATE TAX FUND: 490000 2,53852 000 2,36148 PERSONNEL SERVICES 368,B81 00 174,283 01 000 194,597 99 BUILDING HORIZONS 25D,00000 000 000 250,000 DO LO RENTAL PROGRAM 200,00000 144BBO 12 0GO 55,11988 21nd TRUST DEED PROGRAM 500,00000 000 000 500,00000 LAND ACQUISITION 8,800,00000 112,02875 000 8,687,97125 FORECLOSURE 150,000 DO 0DO 000 150,00000 REIMBURSEMENT TO GEN FUND 484127 GO 282,40667 000 201,72033 TRANSFERS OUT 4,448,30400 2,896, 14509 000 1,552.15891 TOTAL LOWIMOD TAX 1127621200 3,61 .28216 00 11. 3,929 DEBT SERVICE FUND: SERVICES 45],30000 354,15960 000 103,14040 BOND PRINCIPAL 2,640,00000 2,640,000 DO 000 0DO BOND INTEREST 7,658,90000 3,887,59213 0DO 3,79130787 INTERESTCITY ADVANCE 1,020,00000 595,00000 000 425,000 00 PASS THROUGH PAYMENTS 17, 108,64600 8.89397647 000 8,214,66963 ERAF SHIFT 000 Do 000 0DO TRANSFERS OUT 6SOS 51500 2,600,93098 0050 46007,5M02 TOTAL DEBT SERVICE 3. ,3610 18, 165918 0 182 CAPITAL IMPROVEMENT FUND: 4,90000 2,53852 000 236148 PERSONNEL SERVICES 54171000 40597706 000 135,73294 LAND ACQUISITION 0DO 000 000 000 ASSESSMENT DISTRICT 0DO 000 000 000 ADVERTISING -ECONOMIC DEV 000 0DO 000 00O ECONOMIC DEVELOPMENT 000 000 000 000 BOND ISSUANCE COSTS 000 000 000 000 CAPITAL - BUILDING 000 213,01600 000 124,25931 0DO 000 000 88,75669 REIMBURSEMENT TO GEN FUND 23,189,]7000 3p77311341 000 19,412,45865 TRANSFERS OUT TOTAL CAPITAL IMPROVEMENT 23949,3 00 ,310, 4 0 19,6 09 6 CAPITAL IMPROVEMENT FUNDITAXABLE BOND 000 ODD 000 BOND ISSUANCE COSTS 000 (4280700) 000 000 (42,8D/0� TRANSFERS OUT 0) 0 0 (42, 0700) TOTAL CAPITAL IMPROVEMENT (42 000003 3 LA QUINTA REDEVELOPMENT AGENCY REVENUE SUMMARY PROJECT AREA NO_2: LOW/MODERATE 13OND FUND: Allocated Interest Non Allocated Interest Bond proceeds (net) Transfer In TOTAL LOW/MOD BOND LOW/MODERATE TAX FUND: Tax Increment Allocated Interest Non Allocated Interest Developer funding Vista Dunes MHP Rental Rev 2nd Treat Deed Repayment ERAF Shift- Interest Sale of Land Transfer In TOTAL LOW/MOD TAX 2004 LOW/MODERATE BOND FUND' Allocated Interest Home Sale Proceeds Non Allocated Interest Transfer In TOTAL LOW/MOD BOND 07101/2006 - 1/31/2007 REMAINING % BUDGET RECEIVED BUDGET RECEIVED 000 000 000 0 000% 000 000 000 0000% 0.00 000 000 0000% 000 000 000 0000% 000 000 000 0000% 4.870,40000 2,492,21532 2,378,18468 51170% 275.300 00 220,075 99 55,224 01 79 940 % 000 0.00 000 0000% 000 000 000 0000% 000 000 000 0 000 % 000 59,409 08 (59,409 08) 0000% 000 000 coo 0.000 % 12,641,90300 000 12.641,90300 0000% 000 0.00 000 0 00O% 17.787.60300 2,771,700.31 15,015,902.61 15580% 0.00 000 000 0000% 000 000 000 0.000 % 2,000,000 GO 1,680,73895 319,26105 84040% 000 000 000 0000% 2,000,00000 1680, 73895 319,26105 84.040% DEBT SERVICE FUND: 19,658,60000 9,968,861.27 9,689,73873 50710% Tax Increment Allocated Interest 273,90000 81,965.76 191,93424 29930% Non Allocated Interest 000 116,99816 (116,99818) 0000% Interest Advance Proceeds 000 000 000 0000% Transferl0 1,95464200 1231801.83 722,84017 63020% TOTAL DEBT SERVICE 21,887,14200 11,399,62704 10,487,51496 52080% CAPITAL IMPROVEMENT FUND: 105,60000 57,12075 48,47925 54090% Allocated Interest 000 000 000 0000% Non Allocated Interest 000 000 0 DO 0000% Developer Agreement 000 000 000 0.000 % Transfers In TOTAL CAPITAL IMPROVEMENT 105,60000 57, 12075 48,47925 54090% 000009 n LA OUINTA REDEVELOPMENT AGENCY 0710112006.113112007 REMAINING EXPENDITURE SUMMARY BUDGET EXPENDITURES ENCUMBERED BUDGET PROJECT AREA NO, 2: LOWIMODERATE BOND FUND 000 000 000 000 2n0 TRUST DEEDS 000 000 000 000 LAND BOND ISSUANCE COSTS 000 000 000 000 TRANSFERS OUT 000 000 000 000 TOTAL LOWIMOD BOND 000 100 00 00 LOWIMODERATE TAX FUND: PERSONNEL 290000 153623 000 1,W377 SERVICES 324,111W 147,24087 000 176.87013 2NO TRUST DEEDS 000 000 000 000 000 0D0 150,00000 FORECLOSURE ACQUISITION 150,00000 4,500,00000 000 000 4,500,00000 WATERCOLOR COURT HOMES REIMBURSEMENT TO GEN FUND 264,52300 15430429 000 110,21871 TRANSFERS OUT 2,543,097 OD 1,250.04957 000 1,293,04743 TOTAL LOWIMOD TAX )84,63 553,13 0 6,231, 0004 2004 LOWIMODERATE BOND FUND HOUSING PROGRAMS 5,283,00000 1321,00000 000 4,%2,00000 LAND 000 000 000 000 TRANSFERS OUT 53,091 ]9500 5, 199.38B2] 000 47.892,40673 TOTAL LOWIMOD BOND 9, 74)95 520,3 7 0 52 406 3 DEBT SERVICE FUND: SERVICES 176,10000 101,00000 000 (069707) BOND PRINCIPAL 158,52125 000 100,00000 BOND 3/478500 000 156,26370 TEREST CITY INTEREST 00000000 583,33330 000 ROUVADVANCE PASS THROUGH PAYMENTS 6,41946500 18419,46500 2/040956 4210,40956 000 2209. 554 12 209.055 44 TRANSFERS OUT 1,954,64200 123180123 000 722.84017 TOTAL DEBT SERVICE Rp69,992 640,8630 000 13,599,1899 CAPITAL IMPROVEMENT FUND: 2,90000 1,28295 000 1,61705 PERSONNEL SERVICES 13304300 2040460 000 112.63840 ADVERTISING -ECONOMIC DEV 000 000 000 000 ECONOMIC DEVELOPMENT ACTIVITY 000 000 000 000 REIMBURSEMENT TO GEN FUND 36,53400 21 310 73 000 15,22327 TRANSFERS OUT 193,23500 189,18222 000 4,05278 TOTAL CAPITAL IMPROVEMENT 36 , 1200 23 18050 000 33,53 5 Qum& F �FCFM OF'MY'9 COUNCIL/RDA MEETING DATE: March 20, 2007 ITEM TITLE: Adoption of a Resolution Approving an Agreement for a Purchase and Sale Between the Redevelopment Agency and Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7, 1999, for Property Located at 46-176 Dune Palms Road (APN 600-030-008), and the Appropriation of $900,000 for Acquisition, Relocation, and Demolition RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: _ STUDY SESSION: PUBLIC HEARING: Adopt a Resolution of the Redevelopment Agency approving the Agreement for the Purchase and Sale and Escrow Instructions (Attachment 2); appropriate $900,000 from the Available Unreserved Fund Balances in Low- and Moderate -Income Fund Project Area 2 (Account #246-0000-290-00-00) to underwrite acquisition, relocation and demolition; and subject to further changes and/or modifications as approved by the Executive Director and Agency Counsel. FISCAL IMPLICATIONS: Purchasing this property will result in the expenditure of up to $900,000 of Available Unreserved Fund Balances in Low- and Moderate -Income Fund Project Area 2. As the Agency endeavors to purchase other properties located southeast of the intersection of Westward Ho Drive and Dune Palms Road, up to $1,500,000 of additional housing fund expenditures may be required to acquire these other properties and relocate their occupants. BACKGROUND AND OVERVIEW: The Agency Board directed the Executive Director to transmit a letter to six property owners who have holdings southeast of the Westward Ho Drive and Dune Palms Road intersection. The Agency Board indicated an interest in purchasing these properties so that: 000011 • The City may widen Dune Palms Road from the CVWD Stormwater Channel north to Westward Ho. The proposed Dune Palms Road alignment will result in the roadway being adjacent to front entries of the existing homes, requiring a full, versus a partial take to accommodate street widening activities. • The Agency may enlarge the site it owns immediately southeast of the Westward Ho/Dune Palms Road intersection to accommodate CVWD well site parcel size requirements (this property is scheduled to be improved and transferred to CVWD to satisfy some of the SilverRock domestic well requirements). . 'The Agency may assemble parcels for affordable housing development. A letter was transmitted to the owners and RSG was subsequently contacted by all of the owners. Three of these owners have sold their properties to the Agency and have been successfully relocated. Within the last two months, the Ramirez's, being one of the remaining three property owners, have come forward with a renewed interest in entering into property acquisition negotiations with the Agency. The total land area of the six properties encompasses 5.12 acres. The attached Purchase and Sale Agreement is the fourth that staff has prepared on this project and is similar in its terms to the other Agreements that the Agency has entered. Attachment 1 identifies the subject property. This Agreement involves a 2.21 acre (96,267 square foot) parcel that is developed with a single-family residence and workshop; this property fronts Dune Palms Road. The property owners, Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7, 1999, have agreed to sell their property at the appraised value ($819,000) and their family will require up to $60,000 in relocation assistance. The relocation assistance will facilitate their move to a comparable home they wish to purchase in La Quinta. When acquired, the existing improvements will be demolished, the Dune Palms Road frontage will be dedicated to the City to facilitate Dune Palms Road widening, and the remaining property will be combined with the adjoining parcels as they are acquired. The Ramirez's property was analyzed in the Relocation Plan previously approved by the City Council on February 20, 2007. Staff is requesting the appropriation of an additional $21,000 for demolition activities after the site has been vacated. FINDINGS AND ALTERNATIVES: The alternatives available to the Agency Board include: 1. Adopt a Resolution approving the Agreement for Purchase and Sale; appropriate $900,000 from the Available Unreserved Fund Balances in Low- and Moc�r�t� 1 Income Fund Project Area 2 (Account # 246-0000-290-00-00), and subject to further changes and/or modifications as approved by the Executive Director and Agency legal counsel; or 2. Do not adopt the Resolution approving the Agreement for Purchase and Sale and funding appropriation; or 3. Provide staff with alternative direction. Respectfully submitted, AceLin�/ Douglas R. vans Community Development Director Approved for submission by: Thomas P. Genovese, Executive Director Attachments: 1 . Vicinity Map 2. Purchase and Sale Agreement 000013 RESOLUTION RA NO. 2007- A RESOLUTION OF THE LA QUINTA REDEVELOPMENT AGENCY APPROVING AN AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BY AND BETWEEN THE AGENCY AND LOUIS RAMIREZ AND JUANITA RAMIREZ, TRUSTEES OF THE RAMIREZ FAMILY TRUST, DATED JULY 7, 1999 FOR THE AGENCY'S PURCHASE OF REAL PROPERTY FOR AFFORDABLE HOUSING PURPOSES AND ALLOCATING $900,000 TO FUND THE ACQUISITION, RELOCATION, AND DEMOLITION WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Health & Safety Code Section 33000, et seq.) ("CRL"); and WHEREAS, pursuant to the CRL, the City Council of the City of La Quinta ("City" or "City Council," as applicable) approved and adopted the Redevelopment Plan ("Redevelopment Plan") for Project Area No. 2 ("Project Area"), on May 16, 1989, by Ordinance No. 139; and WHEREAS, a fundamental purpose of the CRL is to expand the supply of low- and moderate -income housing (Health & Saf. Code, § 33071); and WHEREAS, the City approved a Relocation Plan for this and other properties on February 20, 2007; and WHEREAS, the Agency staff has negotiated an Agreement for Purchase and Sale and Escrow Instructions ("Agreement") with Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7, 1999("Seller"), for the Agency's purchase of real property located at 46-176 Dune Palms Road (APN 600-030-008), (the "Property"), for Eight Hundred and Nineteen Thousand Dollars ($819,000); and WHEREAS, the residents of the Property are entitled to relocation assistance in the amount of approximately $60,000 pursuant to the California Relocation Assistance Act (Govt. Code section 7260 et seq.); and WHEREAS, upon vacation demolition of the existing structures will cost approximately $21,000; and WHEREAS, the Agreement is in accordance with the Redevelopment Plan and is of benefit to the Project Area and the City of La Quinta. 000014 Resolution RA No. 2007- Purchase and Sale Agreement Louis and Juanita Ramirez Adopted: March 20, 2007 Page 2 of 3 NOW, THEREFORE, BE IT RESOLVED BY THE LA QUINTA REDEVELOPMENT AGENCY AS FOLLOWS: Section 1. That the above recitals are true and correct and incorporated herein. Section 2. The Agreement, a copy of which is on file with the Agency Secretary, is hereby approved. The Agency Executive Director and Agency Counsel are hereby authorized and directed to make final modifications to the Agreement that are consistent with the substantive terms of the Agreement approved hereby, and the Agency Executive Director is authorized to thereafter sign the Agreement on behalf of the Agency. Section 3. The Agency Executive Director is authorized and directed, on behalf of the Agency, to (i) sign such other and further documents, including but not limited to escrow instructions that require the Agency's signature, and (ii) take such other and further actions, as may be necessary and proper to carry out the terms of the Agreement. Section 4. The Agency authorizes the expenditure of $900,000 to close the transaction contemplated by the Purchase Agreement, provide relocation benefits and demolish and clear the site from the Available Unreserved Fund Balances in Low and Moderate Income Fund Project Area 2 (Account #246-0000-290-00-00). PASSED, APPROVED, AND ADOPTED at a regular meeting of the La Quinta Redevelopment Agency held this 20th day of March, 2007, by the following vote: AYES: NOES: ABSENT: ABSTAIN: LEE OSBORNE, Agency Chair City of La Quinta, California Resolution RA No. 2007- Purchase and Sale Agreement Louis and Juanita Ramirez Adopted: March 20, 2007 Page 3 of 3 ATTEST: VERONICA J. MONTECINO, CMC, Agency Secretary City of La Quinta, California APPROVED AS TO FORM: M. KATHERINE JENSON, Agency Counsel City of La Quinta, California 000016 ATTACHMENT 1 Dune Palms Road Corridor Acquisition Status Map ® Acquired Parcels Acquisition & Relocation Initiated ® Presently Not Sought Previously Acquired for Well Site Rejected Offers 000017 Attachment 2 AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BY AND BETWEEN Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust dated July 7,1999 ("SELLER") AND LA QUINTA REDEVELOPMENT AGENCY ("BUYER") 2156/015610-0090 1 766015 01 .03/14/07 TABLE OF CONTENTS Page I. PROPERTY....................................................................................................................I 1.1 Improvements..................................................................................................... 2 1.2 Fixtures and Personal Property...........................................................................2 2. PURCHASE PRICE.........................................................................................................2 2.1 Amount.................................................................................................................2 2.2 Payment of Purchase Price....................................................................................2 3. RELOCATION ASSISTANCE........................................................................................2 4. ESCROW..........................................................................................................................2 4.1 Opening of Escrow...............................................................................................2 4.2 Escrow Instructions...............................................................................................3 5. TITLE MATTERS .............................................................. 3 6. CLOSE OF ESCROW......................................................................................................4 6.1 Close of Escrow; Closing Date.............................................................................4 6.2 Recordation; Release of Funds and Documents ... :............................................... 4 7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.............4 7.1 Buyer's Obligations..............................................................................................4 7.2 Seller's Obligations...............................................................................................5 8. TITLE INSURANCE POLICY........................................................................................5 8.1 Title Policy............................................................................................................5 8.2 Payment for Title Policy....................................................................................... 5 9. REAL PROPERTY TAXES AND ASSESSMENTS......................................................6 10. CONDITIONS PRECEDENT TO CLOSING.................................................................6 10.1 Conditions Precedent to Buyer's Obligations.......................................................6 10.2 Conditions Precedent to Seller's Obligations.......................................................6 11. POSSESSION..................................................................................................................7 12. ALLOCATION OF COSTS.............................................................................................8 12.1 Buyer's Costs........................................................................................................8 12.2 Seller's Costs........................................................................................................8 2156/015610-0090 _ 766015 01 a03/14/07 _L Page 13. CONDEMNATION..........................................................................................................8 14. HAZARDOUS MATERIALS.........................................................................................8 15. COVENANTS OF SELLER.............................................................................................9 16. MISCELLANEOUS.........................................................................................................9 16.1 Assignment...........................................................................................................9 16.2 Notices..................................................................................................................9 16.3 Fair Meaning.......................................................................................................10 16.4 Headings.............................................................................................................10 16.5 Choice of Laws; Litigation Matters.................................................................... to 16.6 Nonliability of Buyer Officials...........................................................................10 16.7 Gender; Number..................................................................................................10 16.8 Survival...............................................................................................................10 16.9 Time of Essence..................................................................................................10 16.10 Waiver or Modification.......................................................................................10 16.11 Broker's Fees......................................................................................................11 16.12 Duplicate Originals.............................................................................................11 16.13 Severability.........................................................................................................11 16.14 Exhibits...............................................................................................................11 16.15 Authority.............................................................................................................11 16.16 Entire Agreement; Amendment..........................................................................11 EXHIBITS Exhibit A Legal Description of Property Exhibit B Form of Grant Deed Exhibit C Form of Affidavit of Non -Foreign Entity Exhibit D Bill of Sale Exhibit E Escrow Instructions Exhibit F Special Escrow Instructions 2156/015610-0090 766015 01 a03/14/07 -ll- 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 March 21, 2007 ("Effective Date") by and between Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7,1999 ("Seller") and the LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Buyer"). RECITALS: A. Seller represents and warrants that he is the sole and exclusive fee title owner of that certain real property located in the City of La Quinta, County of Riverside, State of California, commonly known as 46-176 Dune Palms Road (APN 600-030-008), more particularly described in the legal description attached hereto as Exhibit "A" (the "Rea] Property") improved with a residential dwelling, a workshop and other related accessory structures and improvements (the "Improvements"). B. Buyer desires to purchase the Property (as that term is defined below) from Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein. C. On May 26, 2006, Buyer issued an offer letter to Seller indicating Buyer's intention to acquire the Property; Buyer is acquiring the Property for the public purpose of developing the Real Property as an affordable housing project. This action will cause Seller to become a displaced person pursuant to the California Relocation Assistance Act (Cal. Govt. Code § 7260 et seq.) and Buyer is complying with the provisions of the Relocation Assistance Act. Seller represents that they have found property that they desire to move to, and, therefore, have requested that the Buyer expedite the processing of this Agreement in order for Seller to acquire property that it desires to move to. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into this Agreement, and mutual covenants herein contained, the parties hereto agree as follows: 1. PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement, and for the consideration herein set forth, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller the Real Property and Seller hereby agrees to sell and Buyer hereby agrees to buy the following: 2156/015610-0090 -1- 0000121 766015.01 a03/14/07 1.1 Improvements. Seller's interest in and to the Improvements and all tenements, hereditaments and appurtenances thereto, subject to the Permitted Exceptions (as that term is defined in Section 8.1); 1.2 Fixtures and Personal Property. Any and all fixtures and fittings that are attached to the Real Property and Improvements, all existing electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar systems, built-in appliances, window and door screens, awnings, shutters, window coverings, attached floor coverings, television antennas, private integrated telephone systems, air coolers/conditioners, pool/spa equipment, garage door openers/remote controls, mailbox, in -ground landscaping, trees/shrubs, water softeners, water purifiers, and security systems/alarms (collectively, the "Fixtures and Personal Property"). The Real Property, the Improvements, and the Personal Property are hereinafter collectively referred to as the "Property." 2. PURCHASE PRICE. 2.1 Amount. The purchase price which Seller agrees to accept and Buyer agrees to pay for the Property is the sum of EIGHT HUNDRED NINETEEN THOUSAND DOLLARS ($819,000.00) ("Purchase Price"). The parties agree that with the exception of relocation benefits referenced in Section 3, below, the Purchase Price reflects the full payment that Seller will receive from Buyer for the Property. 2.2 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 6.1) or such earlier time as required by "Escrow Holder" in order to close "Escrow" (as those terms are defined in Section 4.1) on the Closing Date, Buyer shall deposit with Escrow Holder the Purchase Price. 3. RELOCATION ASSISTANCE. hi addition to the Purchase Price, Buyer and Seller agree that Seller shall be entitled to relocation assistance pursuant to California Relocation Assistance Act (Cal. Govt. Code Sections 7260 et seq.; Relocation Assistance and Real Property Acquisition Guidelines, California Administrative Cove Title 25), in accordance with the terms and amounts memorialized in a relocation benefit letter issued by the Rosenow Spevacek Group. For reference purpose only, the total relocation assistance paid to Seller pursuant to the relocation benefit letter is SIXTY THOUSAND DOLLARS ($60,000.00) and shall be paid and disbursed pursuant to the terms of the relocation benefit letter. 4. ESCROW. 4.1 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 execution of this Agreement by the parties hereto, with Four Seasons Escrow, Inc. ("Escrow Holder") at its office located at 47-350 Washington Avenue, Suite 101, La Quinta, California 92253. 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. 21561015610-0090 76W I5.01 a03/14/07 -2' w 4.2 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. The parties additionally agree to the Escrow Holder's standard terms, a copy of which is attached hereto as Exhibit E and to the additional supplemental instructions contained in Exhibit F. 5. TITLE MATTERS. Buyer shall obtain a preliminary title report prepared by Fidelity National Title ("Title Company"), located at 301 E. Vanderbilt Way #400, San Bernardino, CA 92408, describing the state of title of the Property together with copies of all underlying documents and a map of plotted easements (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 (except as otherwise provided for in Section 9 below). 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 (if Buyer has obtained) no later than the date which is fifteen (15) days after the later of (i) its receipt of the Preliminary Title Report or (ii) its receipt of the Survey ("Buyer's Objection Notice"). Buyer's approval or disapproval of the matters set forth in the Preliminary Title Report (and the Survey, if applicable) 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 (if Buyer has obtained). Seller shall have a period of five (5) 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, or (ii) decline to remove any such title exceptions or Survey 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 Notice within said period shall constitute Seller's election to remove the objectionable items on the Preliminary Title Report. 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 Buyer's receipt of Seller's Notice, to agree to accept the Property subject to the objectionable items, in which event Seller's 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 5, 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. 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 y� 766015.01 a03/14/07 be extended for such period as is necessary to allow for that review and response process to be completed. 6. CLOSE OF ESCROW. 6.1 Close of Escrow; Closing Date. Provided that all of the conditions of this Agreement precedent to the "Close of Escrow" (as hereinafter defined) as set forth in Section 10 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 or before April 27, 2007("Outside Closing Date"). Notwithstanding the foregoing, if Buyer and Seller agree to advance the Closing, and so long as all of "Buyer's Conditions to Closing" and all of "Seller's Conditions to Closing" (as those terms are defined in Section 10) have been satisfied (or waived by the appropriate party), Seller and Buyer may elect to authorize the Closing before the Outside Closing Date. The terms "Close of Escrow", "Closing Date" 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 Outside Closing Date, either party not then in default hereunder may, upon five (5) days advance written notice to the other party and 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. 6.2 Recordation; Release of Funds and Documents. 6.2.1 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 attached hereto as 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. 6.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price, less any amount to pay property taxes and/or assessments allocable to Seller pursuant to Section 9, and (ii) conformed copies of all recorded documents to both Buyer and Seller. 7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER. 7.1 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. 21561015610-0090 766015.01 a03/14/07 7.2 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, subject only to the Permitted Exceptions (defined hereafter); (b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit") executed and acknowledged by Seller in the form attached hereto as Exhibit "C"; (c) a Bill of Sale (the "Bill of Sale") executed and acknowledged by Seller in the form attached hereto as Exhibit "D' ; and (d) 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. 8. TITLE INSURANCE POLICY. 8.1 Title Policv. At 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 Buyer, as insured, showing Buyer as fee title owner of the Property, with liability in the amount of the Purchase Price, subject to the following (the "Permitted Exceptions"): (a) non -delinquent real property taxes, subject to Seller's obligations to pay certain taxes pursuant to Section 9 below; (b) covenants, conditions, restrictions and reservations of record that do not interfere with the Buyer's proposed use of the Property, as determined in the sole and absolute discretion of Buyer; (c) easements or rights -of -way over the Property for public or quasi -public utility or public street purposes; (d) title exceptions approved or deemed approved by Buyer pursuant to Section 4.2 above; (e) any other exceptions approved by Buyer; and (0 the standard printed conditions and exceptions contained in the CLTA standard owner's policy of title insurance regularly issued by the Title Company. 8.2 Payment for Title Policy. Buyer 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 and expense, request an ALTA extended policy of title insurance. Buyer shall also pay for the Survey, if applicable. 2156/015610-0090 _5- V 0 lj 766015.01 a03/14/07 9. REAL PROPERTY TAXES AND ASSESSMENTS. Upon Buyer's acquisition of fee title to the Property, the Property will be exempt from the payment of property taxes due to Buyer's status as a public agency. Seller shall be responsible for paying (through Escrow at Closing) all real and personal property taxes and assessments which are of record as of the Closing Date and/or have accrued against the Property prior to (and including) the Closing Date (notwithstanding whether such taxes and/or assessments are due and payable as of the Closing Date). Buyer hereby acknowledges and agrees that Buyer will provide the funds necessary to completely payoff, at Closing, any amounts outstanding under the City of La Quinta Assessment District 2000-1. Seller shall be responsible for paying for all real or personal property taxes or assessments assessed against the Property after the Closing for any period prior to the Closing. 10. CONDITIONS PRECEDENT TO CLOSING. 10.1 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 8 above insuring fee title to the Property as being vested in Buyer, subject only to the Permitted Exceptions; (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; (e) as of the Closing Date, no judicial or administrative challenges have been presented or filed against the Agency or the City of La Quinta's actions in connection with developing the Real Property as an affordable housing project, including, without limitation, any challenge to environmental approvals or financing methods; and 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. 10.2 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"): 2156/015610-0090 766015.01 a03/14/07 V 0 01 7 (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; and (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. 11. POSSESSION. After the Close of Escrow, Buyer agrees to allow Seller to remain in possession of the Property up to and including the earlier of the following dates: (1) ninety (90) days after the Close of Escrow, or (2) the date when Seller surrenders possession of the Property to Buyer (the "Holdover Period"). Seller agrees that on or before that date, Seller shall surrender the Property to the City. Seller's right of possession under this provision shall not be transferable and may only be utilized by Seller and Seller's immediate family. Seller shall coordinate the delivery of keys and transfer of possession with the Public Works Department of the City of La Quinta or its designee. During the Holdover Period, Seller shall pay rent to Buyer in the amount of ONE THOUSAND DOLLARS (S1,000) per month ("Rent"). Rent shall be due and payable, in advance, on the first day of each month, except that if the Close of Escrow occurs on a day other than the first of the month then Rent shall be prorated for the number of days remaining in that month and the number of days in the last month of the Holdover Period. Additionally, during the Holdover Period, Seller shall be responsible for the payment of all utilities, telephone, waters, alarm systems, gardening services, landscape maintenance and such other charges as those normally paid by a month -to -month tenant of residential property. Prior to the transfer of possession, Seller shall coordinate with Buyer as to the cancellation and/or transfer of any ongoing services, such as utilities. Seller shall take no action which would result in a lien or assessment being recorded against or imposed upon the Property. Seller may wish to obtain renters insurance and any other insurance Seller deems necessary to protect Seller's interests and the interests of Seller's family. Seller understands that Buyer is in no way providing any insurance coverage that would extend protection to Seller or Seller's family. During the holdover period, the Seller shall maintain the property in its current condition, normal wear and tear excepted. Seller accepts the Property during this period in its "AS IS" condition, and Buyer makes no representations or warranties as to the conditions of the Property. Seller acknowledges that up until the transfer of possession, Buyer has not inspected the Property and Buyer shall have no liability arising from the condition or use of the Property during the holdover period. Seller, on behalf of Seller and Seller's family, hereby waives and releases the Buyer, its employees and agents from any and all liability and claims for damages, including property damage, bodily injury, or death, which arise the condition, use, occupancy of the Property during the holdover period. Should any claim be made against the Buyer, its employees 2156/015610-0090 766015.01 a03/14/07 -7- 000027 or agents (the "Indemnified Parties") for damages, including property damage, bodily injury, or death, which arise from the condition, use, or occupancy of the Property, or occur on the Property, during the holdover period, Seller shall defend and indemnify the Indemnified Parties and promptly pay any judgment rendered against them. 12. ALLOCATION OF COSTS. 12.1 Buyer's Costs. Buyer shall pay all closing costs associated with this Agreement and the conveyance of the Property from Seller to Buyer, including any and all escrow and title fees, recording fees, documentary transfer tax, the premium for the Title Policy (plus any additional fee for ALTA extended coverage and/or title endorsements requested by Buyer), and Buyer's own attorney's fees in connection with this Agreement and the transactions contemplated hereby. 12.2 Seller's Costs. Seller shall pay Seller's own attorney's fees, if any, in connection with this Agreement and the transactions contemplated hereby. 13. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental entity (other than the City) 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. 14. HAZARDOUS MATERIALS. To the best of Seller's knowledge, the Property has not 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 (1) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to, substances 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 (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation, ordinance or common law 2156/01561M090 _ 766015.01 a03114/07 -� 0 0 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 (PCB's) and (I) ureaformaldehyde. 15. 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) Prior to Closing, Seller shall maintain Seller's existing insurance, if any, on the Property; and (d) Prior to the Closing, Seller shall not alter the physical condition of the Property or introduce or release, or permit the introduction or release, of any Hazardous Materials in, from, under, or on the Property. 16. MISCELLANEOUS. 16.1 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. Seller may not assign or otherwise transfer this Agreement or any interest or right hereunder or under the Escrow without the prior written consent and approval of the Buyer, which consent and approval may be withheld in the Buyer's sole and absolute discretion. 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. 16.2 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: Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7,1999 46-150 Dune Palms Road La Quinta, California 92253 Telephone: (760) 347-1435 766015.01 a03/14/07 t To Buyer: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Facsimile No.: (760) 777-7101 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 16.3 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. 16.4 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. 16.5 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. 16.6 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. 16.7 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. 16.8 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. 16.9 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. 16.10 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 2156/015610-0090 766015 01 a03/14107 -10- 0000 000 shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 16.11 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. 16.12 Duplicate Originals. This Agreement may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect. 16.13 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. 16.14 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 Exhibit "D" Bill of Sale Exhibit "E" Escrow Instructions Exhibit "F" Special Escrow Instructions 16.15 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. 16.16 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. 16.17 Seller's Representations and Warranties. As of the Effective Date and again as of the Close of Escrow, Seller hereby makes the following covenants, representations and warranties, which representations and warranties shall survive the Closing: 2156/015610-0090 -11- 766015.01 a03/14/07 l� J 16.17.1 Seller is the fee title owner of the Real Property. 16.17.2 As of the Effective Date, there are no pending or existing leases, leasehold interests, tenancies, occupancies, licenses, license agreements, rental agreements, use agreements, right of entry agreements, or any other type of agreement granting any person, firm, or entity any right to possess or use, the Property, or any portion thereof (collectively, "Property Agreement'), and that any prior Property Agreements have either expired as of their own terms or have not been renewed due to the failure of Seller and the other contracting entity to reach terms acceptable to both parties. 16.17.3 Neither the execution of this Agreement nor the performance by Seller of each of the terms hereof constitutes or shall constitute a default or violation by Seller under any contract, loan, note, deed of trust, or other agreement, obligation or covenant to which Seller is a party or to which Seller is bound. 16.17.4 Seller is not a party to any bankruptcy, insolvency or receivership proceeding of any kind, whether voluntary or involuntary. 16.17.5 Seller has not entered into any other agreements with any other party to sell or convey the Property or any portion thereof. 16.17.6 Seller is not a party to any lawsuit, litigation or other legal or administrative proceeding affecting the Property or Seller's ability to perform its obligations hereunder nor has any such matter been threatened hi the event that, during the term of this Agreement, a change in circumstance should occur which would cause any of Seller's above representations and warranties to be materially inaccurate if they were made as of that date, Seller shall advise Buyer in writing of such change in circumstance within ten (10) days from the date upon which Seller discovers such material inaccuracy. Notwithstanding anything to the contrary set forth elsewhere in this Agreement, Buyer shall have the right, within ten (10) business days from receipt of such notification from Seller to notify Seller of Buyer's election to terminate this Agreement and obtain a return of the Deposit. [END -- SIGNATURE PAGE FOLLOWS] 2156/015610-0090 -12- 0 01 10j J 766015.01 a03/14/07 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. ATTEST: Veronica J Montecino, CMC, City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP I0 M. Katherine Jenson, Agency Counsel SELLER: THE RAMIREZ FAMILY TRUST, dated July 7, 1999 Louis Ramirez, Trustee Juanita Ramirez, Trustee BUYER: LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic M Thomas P. Genovese, Executive Director [end of signatures] 2156/015610-0090 -13- 0 o 0 " _` 766015.01 a03/14/07 Four Seasons Escrow, Inc., agrees to act as Escrow Holder in accordance with the terms of this Agreement that are applicable to it. Four Seasons Escrow, Inc. By: _ Name: Its: 2156/015610-0090 � 766015 01 „o3na/m -14- � j I j Y-1 `3 APN: 600-030-008 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY QuickTimeTM and a TIFF (LZW) decompressor are needed to see this picture. 2156/015610-0090 0 766015.01 a03/14/07 EXHIBIT "B" FORM OF GRANT DEED [SEE ATTACHED] 2156/015610-0090 766015.01 a03/14/07 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: LA QUINTA REDEVELOPMENT AGENCY 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director 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, Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7,1999, hereby grants to the LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic, 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: , 2007 THE RAMIREZ FAMILY TRUST, dated July 7, 1999 Louis Ramirez, Trustee Juanita Ramirez, Trustee 21561015610-0090 2 766015 01 a03/14/07 J STATE OF CALIFORNIA COUNTY OF On personally appeared ss before me, 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] 215601A e00090 APN: 600-030-008 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF PROPERTY QuickTimeTM and a TIFF (LZW) decompressor are needed to see this picture. 2156/015610-0090 m 766015 01 a03a4/07 Attachment 1 to Grant Deed CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by a Grant Deed dated from Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7,1999, to the La Quinta Redevelopment Agency, a public body corporate and politic ("Agency"), is hereby accepted by the Agency by the signature of the undersigned agent on behalf of the Agency pursuant to the authority conferred upon him by Resolution of the Agency, adopted on March 21, 2007, and that the Agency, as the Grantee, by its said duly authorized agent, hereby consents to the recordation thereof. DATED: LA QUINTA REDEVELOPMENT AGENCY, public body corporate and politic Name: Thomas P. Genovese Executive Director, La Quinta Redevelopment Agency 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 Agency. DATED: Veronica J. Montecino, CMC, Agency Secretary, La Quinta Redevelopment Agency L6015.01 03/1 0 Attachment 1 to Grant Deed ©v 4h 766016.01 a03/14/07 V EXHIBIT "C" AFFIDAVIT OF NON -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 , 2007, and incorporated herein by reference ("Property"), that the undersigned ("Seller") hereby certifies the following: 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 penalty 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. Dated: 12007 SELLER: THE RAMIREZ FAMILY TRUST, dated July 7,1999 Louis Ramirez, Trustee Juanita Ramirez, Trustee 2156/075610-0090 766015 01 a0Y14/07 EXHIBIT "D" BILL OF SALE Louis Ramirez and Juanita Ramirez, Trustees of The Ramirez Family Trust, dated July 7,1999 (the "Seller"), in consideration of good and valuable consideration in hand paid by LA QUINTA REDEVELOPMENT AGENCY (the "Buyer"), the receipt and sufficiency of which is hereby acknowledged, does by these presents release, transfer, bargain, sell, assign and convey unto the Buyer, its successors and assigns, all of the Personal Property as such is defined in that certain Agreement for Purchase and Sale and Escrow Instructions between Seller and Buyer executed , 2007, as such may have been amended. Seller does hereby represent and warrant that all such property is free and clear of all security interests, liens and encumbrances other than those assumed by Buyer and in good working order and condition. Seller does hereby covenant with Buyer that it has good right to sell, transfer, convey and assign all of right, title and interest in the same to Buyer and will warrant and defend the same in favor of Buyer, its successors and assigns. IN WITNESS WHEREOF, the Seller has caused these presents to be signed as of this day of , 2007. SELLER: THE RAMIREZ FAMLIY TRUST, dated July 7, 1999 Louis Ramirez, Trustee Juanita Ramirez, Trustee 2156/015610-0090 000042 766015 01 a03/14/07 EXHIBIT "E" ESCROW INSTRUCTIONS [TO BE INSERTED ONCE RECEIVED FROM ESCROW CO] 2156/015610-0090 o f� f�' 766015 01 a03/14/07 `} `J l EXHIBIT "F" SPECIAL ESCROW INSTRUCTIONS PRORATIONS AND/OR ADJUSTMENTS: Escrow Holder is authorized and instructed to prorate and/or make adjustments on the following items as of the close of escrow date: TAXES ON REAL PROPERTY: Prorate taxes, including all tax bill items, except taxes on personal property not conveyed through this escrow, based on the current year's taxes, except between July 15` and the date you are furnished current taxes, based on immediate preceding year's taxes. In each case use the figures furnished you by the title company, without liability on your part as to their correctness. Owner to pay prior to delinquency, supplemental tax bills, and any taxes on personal property not being sold herein, which taxes are a lien on the real property being conveyed and you are not to be concerned herewith. Refund, if any, from the Riverside County Tax Collector, for refund of taxes buyer is being debited for herein, is to be handled outside of escrow. Fidelity National Title, its officers and employees are relieved of all responsibility and liability in connection therewith. 215WO15610-0090 4 766015.01 a03/14/07