2021 04 20 HA Quarterly MeetingHOUSING AUTHORITY AGENDA 1 APRIL 20, 2021
REGULAR QUARTERLY MEETING
HOUSING AUTHORITY
AGENDA
CITY HALL COUNCIL CHAMBER
78495 Calle Tampico La Quinta
REGULAR QUARTERLY MEETING
TUESDAY, APRIL 20, 2021
3:00 P.M. CLOSED SESSION | 4:00 P.M. OPEN SESSION
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SPECIAL NOTICE
Teleconferencing and Telephonic Accessibility In Effect
Pursuant to Executive Orders N-25-20, N-29-20, N-33-20, N-35-20, and N-60-
20 executed by the Governor of California, in response to the state of
emergency relating to novel coronavirus disease 2019 (COVID-19) and enabling
teleconferencing accommodations by suspending or waiving specified provisions
in the Ralph M. Brown Act (Government Code § 54950 et seq.), members of the
Housing Authority, the Executive Director, Authority Counsel, City Staff, and
City Consultants may participate in this regular meeting by teleconference.
Members of the public wanting to listen to this meeting may do so by tuning-
in live via http://laquinta.12milesout.com/video/live.
Members of the public wanting to address the Housing Authority, either for
public comment or for a specific agenda item, or both, may do so via
teleconference by sending an email notification to the La Quinta City Clerk’s
Office at CityClerkMail@LaQuintaCA.gov, and specify the following information:
1) Full Name 4) Public Comment or Agenda Item Number
2) City of Residence 5) Subject
3) Phone Number 6) Written or Telephonic Verbal Comments
The email “subject line” must clearly state “Written Comments” or
“Telephonic Verbal Comments.”
Housing Authority agendas and staff
reports are available on the City’s
web site: www.laquintaca.gov
HOUSING AUTHORITY AGENDA 2 APRIL 20, 2021
REGULAR QUARTERLY MEETING
*** TELECONFERENCE PROCEDURES ***
Verbal public comments via Teleconference – requests to speak must
be emailed to the City Clerk no later than 3:00 p.m. on the day of the
meeting; the City will facilitate the ability for a member of the public to be
audible to the Housing Authority, and general public for the item(s) by
providing him/her with the teleconference information for the meeting and
allowing him/her to be queued in to speak. Please note – members of the
public must independently queue themselves into the meeting
following the instructions provided by the City.
Only one person at a time may speak by telephone and only after being
recognized by the Chairperson.
Written public comments must be received by the City Clerk’s Office no
later than 3:00 p.m. on the day of the meeting, and will be distributed to
the Housing Authority, incorporated into the agenda packet and public record of
the meeting, and will not be read during the meeting unless, upon the request
of the Chairperson, a brief summary of any public comment is asked to be read,
to the extent the City Clerk’s Office can accommodate such request.
It would be appreciated that any email communications for public comments
related to the items on the agenda, or for general public comment, are
provided to the City Clerk’s Office at the email address listed above prior to the
commencement of the meeting. If that is not possible, and to accommodate
public comments on items that may be added to the agenda after its initial
posting or items that are on the agenda, every effort will be made to attempt
to review emails received by the City Clerk’s Office during the course of the
meeting. The Chairperson will endeavor to take a brief pause before action is
taken on any agenda item to allow the City Clerk to review emails and share
any public comments received during the meeting. All emails received by the
City Clerk, at the email address above, until the adjournment of the meeting,
will be included within the public record relating to the meeting.
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CALL TO ORDER
ROLL CALL: Authority Members: Evans, Peña, Radi, Sanchez, Chairperson
Fitzpatrick
VERBAL ANNOUNCEMENT – AB 23 [AUTHORITY SECRETARY]
HOUSING AUTHORITY AGENDA 3 APRIL 20, 2021
REGULAR QUARTERLY MEETING
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA
At this time, members of the public may address the Housing Authority on any
matter not listed on the agenda by emailing written public comments or
requests to provide verbal public comments via teleconference as
indicated above. Members of the public attending the meeting in-person are
requested to complete a "Request to Speak" form. Please limit your
comments to three (3) minutes (or approximately 350 words). The Housing
Authority values your comments; however, in accordance with State law, no
action shall be taken on any item not appearing on the agenda unless it is an
emergency item authorized by Government Code § 54954.2(b).
CONFIRMATION OF AGENDA
CLOSED SESSION
1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO
GOVERNMENT CODE SECTION 54956.8 FOR PROPERTIES LOCATED ON
NORTHEAST AND WEST CORNERS OF CALLE SINALOA AND AVENIDA
NAVARRO (APNs: 773-144-025, 773-145-010, 773-145-011)
CITY NEGOTIATOR: JON MCMILLEN, EXECUTIVE DIRECTOR
NEGOTIATING PARTY: TAYLOR DUDLEY
UNDER NEGOTIATION: PRICE AND TERMS OF PAYMENT
CONSENT CALENDAR
NOTE: Consent Calendar items are routine in nature and can be approved by one
motion.
PAGE
1. ADOPT RESOLUTION TO APPROVE AGREEMENT FOR PURCHASE
AND SALE AND ESCROW INSTRUCTIONS BETWEEN THE LA QUINTA
HOUSING AUTHORITY AND CORONEL ENTERPRISES INC., FOR ONE
VACANT PARCEL LOCATED IN THE DESERT CLUB ESTATES
BEARING ASSESSOR’S PARCEL NUMBER 770-174-002; ADDRESS:
51319 WASHINGTON STREET [RESOLUTION NO. HA 2021-002]
5
BUSINESS SESSION - NONE
CHAIR AND BOARD MEMBERS' ITEMS
ADJOURNMENT
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The next regular quarterly meeting of the Housing Authority will be held on
July 20, 2021 at 4:00 p.m. in the City Council Chambers, 78495 Calle Tampico,
La Quinta, CA 92253.
HOUSING AUTHORITY AGENDA 4 APRIL 20, 2021
REGULAR QUARTERLY MEETING
DECLARATION OF POSTING
I, Monika Radeva, Authority Secretary of the La Quinta Housing Authority, do
hereby declare that the foregoing agenda for the La Quinta Housing Authority
was posted near the entrance to the Council Chambers at 78495 Calle Tampico
and on the bulletin boards at 51321 Avenida Bermudas and 78630 Highway
111, on April 16, 2021.
DATED: April 16, 2021
MONIKA RADEVA, Authority Secretary
La Quinta Housing Authority
Public Notices
The La Quinta City Council Chamber is handicapped accessible. If special
equipment is needed for the hearing impaired, please call the City Clerk’s Office at
(760) 777-7092, twenty-four (24) hours in advance of the meeting and
accommodations will be made.
If special electronic equipment is needed to make presentations to the Housing
Authority, arrangement should be made in advance by contacting the City Clerk's
Office at (760) 777-7092. A one (1) week notice is required.
If background material is to be presented to the Housing Authority during a
meeting, please be advised that eight (8) copies of all documents, exhibits, etc.,
must be supplied to the City Clerk for distribution. It is requested that this take
place prior to the beginning of the meeting.
Any writings or documents provided to a majority of the Housing Authority
regarding any item on this agenda will be made available for public inspection at
the City Clerk counter at City Hall located at 78495 Calle Tampico, La Quinta,
California, 92253, during normal business hours.
City of La Quinta
HOUSING AUTHORITY MEETING: April 20, 2021
STAFF REPORT
AGENDA TITLE: ADOPT RESOLUTION TO APPROVE AGREEMENT FOR
PURCHASE AND SALE AND ESCROW INSTRUCTIONS BETWEEN THE LA
QUINTA HOUSING AUTHORITY AND CORONEL ENTERPRISES INC., FOR ONE
VACANT PARCEL LOCATED IN THE DESERT CLUB ESTATES BEARING
ASSESSOR’S PARCEL NUMBER 770-174-002; ADDRESS: 51319
WASHINGTON STREET
RECOMMENDATION
Adopt a resolution to approve an Agreement for Purchase and Sale and Escrow
Instructions between the La Quinta Housing Authority and Coronel Enterprises
Inc., for one vacant parcel located in the Desert Club Estates bearing
Assessor’s Parcel Number 770-174-002 (address: 51319 Washington Street);
and authorize the Executive Director to make minor revisions and additions
that do not substantively change the business terms and execute the
agreement.
EXECUTIVE SUMMARY
• The La Quinta Housing Authority (Authority) (Seller) proposes to dispose
of one (1) vacant parcel approximately 11,326 square feet, located in
the Desert Club Estates Neighborhood (Attachment 1). The price of the
land is consistent with market rates and confirmed by a local real
property appraiser.
• The Coronel Enterprises Inc., (Buyer) desires to acquire the subject
property to use as a joinder to their private residence for a future family
residence.
• The sale of the subject parcel would place the property back on the tax
rolls and generate additional property tax revenue for the City.
FISCAL IMPACT
The proceeds of $160,000, less escrow fees, would be deposited into the Sale
of Other Assets for Housing Authority Account (241-9101-45000), which will
be utilized for future Low/Moderate Affordable Housing development.
CONSENT CALENDAR ITEM NO. 1
5
BACKGROUND/ANALYSIS
In January of 2021, the Buyer approached the Authority offering to acquire
the vacant parcel, Assessor’s Parcel Number 770-174-002 (Property), that is
adjacent to their family property located on Calle Tamazula in the Desert Club
Estates.
The Buyer proposes to build a home next to his family residence and has
agreed to keep the lot maintained to the City Municipal Code standards until
such a time that they are ready to construct.
The Buyer has agreed to the market value purchase price of $160,000 and a
30-day escrow. The proceeds from the disposition of the Property will go back
into the Sale of Other Assets for Housing Authority account for future
low/moderate affordable housing development.
ALTERNATIVES:
The Authority may elect to not approve the purchase and sale agreement.
Prepared by: Gil Villalpando, Assistant to City Manager
Approved by: Jon McMillen, Executive Director
Attachments: 1. Property Map
2. Agreement for Purchase and Sale and Escrow Instructions
6
RESOLUTION NO. HA 2021 – xxx
A RESOLUTION OF THE LA QUINTA HOUSING
AUTHORITY OF THE CITY OF LA QUINTA,
CALIFORNIA, APPROVING AN AGREEMENT FOR
PURCHASE AND SALE AND ESCROW
INSTRUCTIONS BETWEEN THE LA QUINTA
HOUSING AUTHORITY AND CORONEL
ENTERPRISES INC., FOR CERTAIN VACANT
PROPERTY IDENTIFIED AS ASSESSOR’S PARCEL
NUMBER 770-174-002; ADDRESS: 51319
WASHINGTON STREET
WHEREAS, Coronel Enterprises Inc., (“Buyer”) intends to purchase a
vacant parcel identified as Assessor’s Parcel Number 777-174-002
(“Property”), and will maintain the Property in its “As-is” condition to preserve
the mountain views from their adjacent residence, and agree to maintain the
Property to City Municipal Code standards; and
WHEREAS, the La Quinta Housing Authority (the “Authority”) is a public
body, corporate and politic, organized and existing under the California
Housing Authorities Law (California Health and Safety Code Section 34200 et
seq.); and
WHEREAS, pursuant to California Health and Safety Code Section
34315, the Authority has the power to sell, lease, exchange, transfer, assign,
pledge, or dispose of any real or personal property or any interest in it; and
WHEREAS, the Authority determined through Resolution No. HA 2017
– 005 and at a special meeting on July 2, 2019 to sell this vacant parcel for
market-rate housing and deposit the sale proceeds into the Low- and
Moderate- Income Housing Fund; and
WHEREAS, there is an appraisal of the current fair market value of
comparable properties indicating that the negotiated purchase price reflects
the current fair market value thereof; and
WHEREAS, the Authority now desires to authorize the Executive
Director to authorize disposition of the Property for $160,000; and
WHEREAS, the purchase and sale of the Property is subject to a
Purchase and Sale Agreement, attached to the staff report for this Resolution,
7
Resolution No. HA 2021-
Agreement for Purchase and Sale and Escrow Instructions – Coronel Enterprises Inc.
APN: 770-174-002; Address: 51319 Washington Street
Adopted: April 20, 2021
Page 2 of 3
and on file with the City Clerk’s Office, and incorporated herein by reference;
and
WHEREAS, this Resolution has been reviewed with respect to
applicability of the California Environmental Quality Act (“CEQA”), the State
CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et
seq., hereafter the “State CEQA Guidelines”), and the City’s environmental
guidelines; and
WHEREAS, pursuant to Section 15301 of the State CEQA Guidelines,
the transfer of the Property is exempt from environmental review under CEQA
because the transfer will result in a continuation of the existing use for
development of single-family homes and is therefore exempt from
environmental review; and
WHEREAS, all of the prerequisites with respect to the approval of this
Resolution have been met.
NOW, THEREFORE, BE IT RESOLVED by the La Quinta Housing
Authority, as follows:
SECTION 1. The foregoing recitals are true and correct and are
incorporated herein by this reference.
SECTION 2. The Authority hereby approves the Purchase and Sale
Agreement, attached to the staff report for this Resolution and on file with the
City Clerk’s Office. The Authority consents to the Authority’s Executive
Director and Authority’s Legal Counsel making any final modifications to the
Agreement that are consistent with the substantive terms of the Agreement
approved hereby, and to thereafter sign the Agreement and transfer the
property pursuant to a Grant Deed on behalf of the Authority.
SECTION 3. The Authority’s Executive Director is authorized to
effectuate the conveyances described in Section 2, at such time as the
conveyances is effectuated, and to take such other and further actions, and
execute such other and further documents, as are necessary and proper in
order to implement this Resolution on behalf of the Authority.
SECTION 4. The Authority Secretary shall certify to the adoption of this
Resolution.
PASSED, APPROVED and ADOPTED at a regular meeting of the La
Quinta Housing Authority held this 20th day of April, 2021, by the following
vote:
8
Resolution No. HA 2021-
Agreement for Purchase and Sale and Escrow Instructions – Coronel Enterprises Inc.
APN: 770-174-002; Address: 51319 Washington Street
Adopted: April 20, 2021
Page 3 of 3
AYES:
NOES:
ABSENT:
ABSTAIN:
___________________________
KATHLEEN FITZPATRICK, Chairperson
La Quinta Housing Authority, California
ATTEST:
________________________________
MONIKA RADEVA, Authority Secretary
La Quinta Housing Authority, California
(CITY SEAL)
APPROVED AS TO FORM:
________________________________
WILLIAM H. IHRKE, Authority Attorney
City of La Quinta, California
9
10
APN: 770-174-002
ATTACHMENT 1
11
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882/015610-0040
16349348.2 a04/15/21
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 _________________,
2021 (“Effective Date”), by and between LA QUINTA HOUSING AUTHORITY, a public
body, corporate and politic (“Seller”), and CORONEL ENTERPRISES INC., a
_______________ (“Buyer”).
R E C I T A L S:
A.Seller is the owner of certain unimproved, vacant real property located at
51319 Washington Street, in the City of La Quinta, County of Riverside, State of California
(APN: 770-174-002) (the “Property”). The Property is legally described in Exhibit “A”,
which is attached hereto and incorporated herein by this reference.
B.Buyer desires to purchase the Property from Seller and Seller desires to sell
the Property to Buyer, on the terms and conditions set forth herein.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, and the mutual covenants herein contained, the
parties hereto agree as follows:
1.PURCHASE PRICE.
1.1 Amount. Subject to the terms of this Agreement, Buyer hereby agrees to
purchase the Property from Seller and Seller agrees to sell the Property to Buyer, for the
purchase price of One Hundred Sixty Thousand Dollars ($160,000) (the “Purchase
Price”).
1.2 Payment of Purchase Price. The Purchase Price shall be paid in
accordance with the following:
1.2.1 Within five (5) days after an “Opening of Escrow,” Buyer shall deposit
with “Escrow Holder” (as those terms are defined in Section 3.1) in “Good Funds” (as
used in this Agreement, the term “Good Funds” shall mean a confirmed wire transfer of
immediately available funds, cashier’s or certified check drawn on or issued by the office
of a financial institution located in Riverside County, or cash) (i) the sum of One Hundred
Dollars ($100) (the “Independent Contract Consideration”) as consideration for Seller’s
execution and delivery of this Agreement and Buye r’s right to approve or disapprove any
Buyer contingencies set forth in this Agreement with respect to the Property, and (ii) the
sum of Eight Thousand Dollars ($8,000) as an earnest money deposit (the “Earnest
Money Deposit”).
ATTACHMENT 2
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In the event the “Escrow” (as that term is defined in Section 3.1) closes, the
Independent Contract Consideration and the Earnest Money Deposit shall each be
applicable towards the Purchase Price.
1.2.2 On or before 10:00 a.m. on the “Closing Date” (as that term is defined
in Section 4.1), Buyer shall deposit with Escrow Holder in Good Funds the Purchase
Price, less the Independent Contract Consideration and Earnest Money Deposit, and
such additional funds as may be required to meet Buyer ’s portion of the closing costs as
hereinafter provided.
2.DUE DILIGENCE. As used herein, the term “Due Diligence Period” shall refer to
the thirty (30) day period commencing upon the Effective Date. Unless Buyer terminates
the Escrow and this Agreement prior to the expiration of the Due Diligence Period, then
upon expiration of the Due Diligence Period, Escrow Holder shall release to Seller the
Earnest Money Deposit; provided, however, that in the event the Escrow is terminated
and fails to close as a result of Seller’s default of the terms hereof, Seller shall promptly
return the Earnest Money Deposit to Escrow Holder, no later than five (5) business days
after said termination, and Escrow Holder shall immediately release the Earnest Money
Deposit to Buyer.
Buyer’s obligation to consummate the transactions contemplated by this
Agreement is subject to and conditioned upon Buyer ’s approval, deemed approval or
waiver of the right to approve of the following contingencies set forth in this Section 2
(collectively, the “Contingencies”):
2.1 Title/Survey. Seller shall deliver to Buyer, within five (5) days after the
Effective Date of this Agreement, a preliminary title report prepared by Stewart Title (the
“Title Company”), dated not more than thirty (30) days earlier than the Effective Date
describing the state of title of the Property together with copies of all underlying
documents (collectively the “Preliminary Title Report”). Buyer may, at its sole cost and
expense, obtain a current survey of the Property or any portion thereof (the “Survey”),
provided it commences to do so within thirty (30) days after the Effective Date.
2.1.1 Notwithstanding anything herein to the contrary, Seller shall be
obligated to remove all monetary encumbrances against the Property excluding non -
delinquent real property taxes and assessments. Buyer shall notify Seller in writing of
any objections Buyer may have to title exceptions contained in the Preliminary Title
Report or matters shown on the Survey (if Buyer obtains) no later than the date which is
fifteen (15) days after the later of (i) Buyer’s receipt of the Preliminary Title Report or (ii)
Buyer’s receipt of the Survey (if Buyer obtains) (“Buyer’s Objection Notice”). Buyer’s
approval or disapproval of the matters set forth in the Preliminary Title Report and the
Survey (if Buyer obtains) 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 obtains). Seller shall have a
period of fifteen (15) days after receipt of Buyer’s Objection Notice in which to deliver
written notice to Buyer (“Seller’s Notice”) of Seller’s election to either (i) agree to remove
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the objectionable items on the Preliminary Title Report and/or Survey (if Buyer obtains)
prior to the “Close of Escrow” (as that term is defined in Section 4.1), or (ii) decline to
remove any such title exceptions and/or Survey matters (if Buyer obtains) and terminate
the Escrow and the obligations of Buyer and Seller to purchase and sell the Property
under this Agreement, and upon such termination the Earnest Money Deposit shall be
returned to Buyer. Seller’s failure to provide Buyer with Seller’s Notice within said period
shall constitute Seller’s election not to remove the objectionable items on the Preliminary
Title Report and/or the Survey (if Buyer obtains). If Seller notifies Buyer of its election, or
is deemed to have elected, to terminate rather than remove the objectionable items on
the Preliminary Title Report and/or Survey (if Buyer obtains), Buyer shall have the right,
by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s
Notice or the date Seller is deemed to have elected to terminate, 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 to the Property subject to such objectionable
items without any adjustment to or credit against the Purchase Price.
2.1.2 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 t o 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 Close of Escrow shall be extended for such period
as is necessary to allow for that review and response process to be completed.
2.2 Environmental Condition. Buyer shall have access to the Property, as
described in this Section 2.2, in order to permit Buyer or its engineers, analysts,
employees, agents, contractors, representatives, attorneys or advisors (collectively, the
“Buyer Representatives”) to investigate the Property.
2.2.1 During the Due Diligence Period, Seller shall permit Buyer and Buyer
Representatives, at the sole cost and expense of Buyer, to conduct physical inspections
of the Property, including the site work, soil, subsurface soils, drainage, seismic and other
geological and topographical matters, location of asbestos, toxic substances, hazardous
materials or wastes, if any, and any other investigations as Buyer deems prudent with
respect to the physical condition of the Property in order to determine the Property ’s
suitability for Buyer’s intended development; provided, however, that in no event shall
Buyer conduct any intrusive testing procedures on the Property without the prior written
consent of Seller, which consent shall not be unreasonably withheld. Seller shall
cooperate to assist Buyer in completing such inspections and special investigations at no
cost or expense to Seller. Such inspections and investigations shall be conducted only
upon no less than seventy-two (72) hours’ prior written notice to Seller and shall be
conducted at such times and in such a manner as to minimize any disruption to the
Property. Seller shall have the right, but not the obligation, to accompany Buyer during
such investigations and/or inspections.
2.2.2 As a condition to any such entry, Buyer shall (i) conduct all work or
studies in a diligent, expeditious and safe manner and not allow any dangerous or
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hazardous conditions to occur on the Property during or after such investigation;
(ii)comply with all applicable laws and governmental regulations; (iii) keep the Property
free and clear of all materialmen’s liens, lis pendens and other liens arising out of the
entry and work performed under this paragraph; (iv) maintain or assure maintenance of
workers’ compensation insurance (or state approved self-insurance) on all persons
entering the property in the amounts required by the State of California; (v) provide to
Seller prior to initial entry a certificate of insurance evidencing that Buyer and/or the
persons entering the Property has procured and has in effect an all -risk public liability
insurance policy meeting the following requirements: (1) the insurance shall be wri tten
on a per occurrence and not claims-made basis; (2) the amount of insurance shall be a
combined single limit of not less than Two Million Dollars ($2,000,000) with a deductible
or self-insured retention amount of not more than One Hundred Thousand Doll ars
($100,000); (3) the policy shall name or be endorsed to Seller and Seller’s officers,
officials, members, employees, agents, representatives, and volunteers (collectively,
“Seller & Seller Personnel”) as additional insureds; (4) the insurance shall not contain
any special limitations on the scope of protection afforded to Seller & Seller Personnel;
(5) the policy shall not be canceled by the insurer or Buyer unless there is a minimum of
thirty (30) days prior written notice to Seller; (6) the insurer shall waive subrogation rights
against the Seller & Seller Personnel; and (7) the insurance shall be primary insurance
and not contributory with any insurance any of Seller & Seller Personnel may have; and
(8) the insurance shall apply separately to each insured against whom a claim is made or
suit is brought, except with respect to the limits of the insurer’s liability; and (vi) following
Buyer’s entry, repair any and all damage to the Property caused by such inspections or
investigations in a timely manner.
2.2.3 Buyer shall promptly pay and discharge all demands for payment
relating to Buyer’s entry on and investigation of the Property and take all other steps to
avoid the assertion of claims of lien against the Property. In the event a claim of lien is
recorded by reason of Buyer’s entry on the Property, Buyer, within twenty (20) days of
such recordation, shall either (i) record or deliver a surety bond sufficient to release such
claim or lien in accordance with applicable law; or (ii) provide Seller with such other
assurance as Seller may require for the payment of the claim or lien. Seller may elect to
record and post notices of non-responsibility from time to time on and about the Property.
2.2.4 Prior to expiration of the Due Diligence Period, Buyer shall notify
Seller in writing (i) of Buyer’s election to terminate the Escrow and this Agreement, if
Buyer disapproves of the physical or environmental conditions of the Property and, as a
result, does not wish to proceed with purchasing the Property (“Buyer’s Property
Termination Notice”), or (ii) of any objections Buyer may have (the “Disapproved
Property Matters”) to any physical or environmental conditions of the Property (“Buyer’s
Property Objection Notice”). Buyer’s approval or disapproval of the physical and
environmental conditions of the Property may be granted or withheld in Buyer ’s sole and
absolute discretion. In the event Buyer terminates this Agreement pursuant to this
Section, Buyer and Seller shall be relieved of all further liability un der this Agreement,
except for Buyer’s indemnification obligations set forth in this Agreement and any other
obligations that expressly survive termination of this Agreement, and except that Seller
shall be entitled to the Independent Contract Consideration (but not the Earnest Money
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Deposit, which shall be returned to Buyer). Buyer’s failure to provide Seller with a Buyer’s
Property Termination Notice or a Buyer’s Property Objection Notice prior to the expiration
of the Due Diligence Period shall constitute Buyer’s approval of the condition of the
Property. If Buyer provides to Seller Buyer’s Property Objection Notice, Seller shall have
a period of fifteen (15) days after receipt of Buyer’s Property Objection Notice in which to
deliver written notice to Buyer (“Seller’s Response”) of Seller’s election to either (i)
agree to remove the Disapproved Property Matters prior to the Close of Escrow, or (ii)
decline to remove the Disapproved Property Matters and terminate the Escrow and the
obligations of Buyer and Seller to purchase and sell the Property under this Agreement.
Seller’s failure to provide Buyer with Seller’s Response within said period shall constitute
Seller’s election not to remove the Disapproved Property Matters prior to the Close of
Escrow. If Seller notifies Buyer of its election, or is deemed to have elected, to terminate
rather than remove the Disapproved Property Matters, Buyer shall have the right, by
written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s
Response or the date Seller is deemed to have elected to terminate, to agree to accept
the Property subject to the Disapproved Property Matters, in which event Seller’s election
to terminate shall be of no effect, and Buyer shall take title subject to such Disapproved
Property Matters without any adjustment to or credit against the Purchase Price.
3.ESCROW.
3.1 Opening of Escrow. Closing of the sale of the Property shall take place
through an escrow (“Escrow”) to be established within three (3) business days after the
Effective Date with Four Seasons Escrow, at its office located at 51351 Avenida
Bermudas, La Quinta, California 92253 (“Escrow Holder”). The opening of the Escrow
(the “Opening of Escrow”) shall be deemed to be the date that a fully executed copy of
this Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify
Buyer and Seller in writing of the date of the Opening of Escrow.
3.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall
constitute the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally,
if Escrow Holder so requires, Buyer and Seller agree to execute the form of escrow
instructions that Escrow Holder customarily requires in real property escrows
administered by it. In the event of any conflict or inconsistency between Escrow Holder ’s
standard instructions and the provisions of this Agreement, the provisions of this
Agreement shall supersede and be controlling.
4.CLOSE OF ESCROW.
4.1 Close of Escrow; Outside Closing Date. Provided that all of the conditions
of this Agreement precedent to the “Close of Escrow” (as hereinafter defined) have been
satisfied (or waived by the appropriate party) prior to or on the “Outside Closing Date,”
(as hereinafter defined) the closing for the sale and purchase of the Property shall take
place on the date which is thirty (30) days after the date on which all of “Buyer’s Conditions
to Closing” and all of “Seller’s Conditions to Closing” (as those terms are defined in
Section 8) have been satisfied (or waived by the appropriate party); provided, however,
in no event shall the closing occur, if at all, later than ninety (90) days after the Effective
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Date (“Outside Closing Date”). The terms “Close of Escrow” and the “Closing Date”
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 the Escrow is not in a condition to close by the Outside
Closing Date, either party not then in default hereunder may, upon five (5) da ys 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.
4.2 Recordation; Release of Funds and Documents.
4.2.1 Escrow Holder is directed, on the Closing Date, to record in the
Official Records, the following documents in the order listed: (i) a grant deed substantially
in the form attached hereto and incorporated herein 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.
4.2.2 Upon the Closing Date, Escrow Holder shall deliver (i) the Purchase
Price, less any of Seller’s closing costs, to Seller, and (ii) conformed copies of all recorded
documents to both Buyer and Seller.
4.3 Escrow Cancellation Charges. If the Escrow does not close due to a default
by one of the parties, the defaulting party shall bear all “Escrow Cancellation Charges”
(as that term is defined below). If the Close of Escrow does not occur for any reason
other than the default of a party, then Buyer and Seller shall each pay fifty percent (50%)
of any Escrow Cancellation Charges. As used herein, “Escrow Cancellation Charges”
means all fees, charges and expenses incurred by Escrow Holder or third parties
engaged by Escrow Holder, as well as all expenses rel ated to the services of the Title
Company in connection with the issuance of the Preliminary Title Report and other title
matters.
5.DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.
5.1 Buyer’s Obligations. Buyer agrees that on or before 10:00 a.m. of the
Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the
following:
(a)the Purchase Price, less the Independent Contract Consideration
and Earnest Money Deposit;
(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.
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5.2 Seller’s Obligations. Seller agrees that on or before 10:00 a.m. of the
Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder each of
the following:
(a)the executed and acknowledged Grant Deed;
(b)a Certificate of Non-Foreign Status (the “Non-Foreign Affidavit”)
executed and acknowledged by Seller in the form attached hereto as Exhibit ”C”; and
(c)all other funds, items, and instruments required from Seller
(executed and acknowledged where appropriate) as may be reasonably necessary in
order for Escrow Holder to comply with the provisions of this Agreement.
6.TITLE INSURANCE POLICY.
6.1 Title Policy. At the Closing Date for a Phase, the Title Company, as insurer,
shall issue a CLTA extended coverage owner’s policy of title insurance (the “Title
Policy”), in favor of Buyer, as insured, with liability in the amount of the Purchase Price,
subject to the following:
(a)non-delinquent real property taxes and assessments;
(b)title exceptions approved or deemed approved by Buyer pursuant to
Section 2.1 above;
(c)title exceptions, if any, resulting from Buyer’s entry onto the Property
pursuant to the provisions of Section 2.2 above;
(d)any other exceptions approved by Buyer; and
(e)the standard printed conditions and exceptions contained in an ALTA
standard coverage owner’s policy of title insurance regularly issued by the Title Company.
6.2 Payment for Title Policy. Seller shall be responsible to pay for the costs of
a standard ALTA owner’s policy of title insurance. Buyer shall be responsible for all other
costs for the Title Policy, including, without limitation, the additional costs for an extended
ALTA owner’s policy of title insurance, plus any title endorsements requested by Buyer.
Buyer shall also pay for the ALTA survey, if applicable.
7.REAL PROPERTY TAXES. Buyer acknowledges that due to Seller’s status as a
public entity, during the pendency of Seller’s ownership, the Property has been exempt
from the payment of property taxes and assessments. After the Closing, Buyer shall be
responsible for paying for all property taxes or assessments assessed against the
Property for any period after the Closing.
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8.CONDITIONS PRECEDENT TO CLOSING.
8.1 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)Buyer shall have approved the condition of the title to the Property,
in accordance with Section 2.1 hereof;
(b)Buyer shall have approved the condition of the Property, in
accordance with Section 2.2 hereof;
(c)on the Closing Date, the Title Company shall be irrevocably
committed to issue the Title Policy pursuant to Section 6 above insuring fee title to the
Property as being vested in Buyer;
(d)Escrow Holder holds all instruments and funds required for the Close
of Escrow and will deliver to Buyer the instruments and funds, if any, accruing to Bu yer
pursuant to this Agreement;
(e)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;
(f)Seller is not in material default of any term or condition of this
Agreement.
In the event that any of Buyer’s Conditions to Closing are not satisfied, 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. In the event of such termination, neither
party shall thereafter have any obligations to, or rights against, the other under this
Agreement, except for any obligations that expressly survive the termination of this
Agreement.
8.2 Conditions Precedent to Seller’s Obligations. The obligations of Seller
under this Agreement shall be subject to the satisfaction or signed written waiver by Seller
of each and all of the following conditions precedent (“Seller’s Conditions to Closing”):
(a)Escrow Holder holds the Purchase Price and all other instruments
and funds required for the Closing and will deliver to Seller the instruments and funds,
including but not limited to the Purchase Price (less Seller’s closing costs), accruing to
Seller pursuant to this Agreement;
(b)Buyer shall have obtained all approvals and permits required to
develop the Property, including, without limitation, building permits;
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(c)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;
(d)there shall exist no pending or threatened actions, suits, arbitrations,
claims, attachments, proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization or other proceedings, against the Buyer that would materially
and adversely affect Buyer’s ability to unconditionally perform its obligations under this
Agreement; and
(e)Buyer shall have delivered the funds required hereunder and a ll of
the documents to be executed by Buyer set forth in Section 5.1 and shall not be in default
under this Agreement.
In the event that any of Seller’s Conditions to Closing are not 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. In the event of such termination, neither
party shall thereafter have any obligations to, or rights against, the other under this
Agreement, except for any obligations that expressly survive the termination of this
Agreement.
9.POSSESSION. Possession of the Property shall be delivered by Seller to Buyer
on the Closing Date.
10.ALLOCATION OF COSTS.
10.1 Buyer’s Costs. Buyer shall pay the following costs in connection with the
Closing:
(a)fifty percent (50%) of Escrow Holder’s escrow fee;
(b)Buyer’s own attorney’s fees incurred in connection with this
Agreement and the transactions contemplated hereby;
(c)All additional costs for an extended ALTA owner’s policy of title
insurance, plus any title endorsements requested by Buyer.
10.2 Seller’s Costs. Seller shall pay the following costs in connection with the
Closing:
(a)fifty percent (50%) of the Escrow Holder’s escrow fee;
(b)Seller’s own attorney’s fees in connection with this Agreement and
the transactions contemplated hereby;
(c)Any documentary transfer taxes associated with the conveyance ;
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(d)All of the charges, if any, for recording the Grant Deed, if any; and
(e)All of the costs for a standard ALTA owner’s policy of title insurance.
11.REPRESENTATIONS AND WARRANTIES.
11.1 Buyer’s Representations, Warranties and Covenants. Buyer hereby makes
the following representations and warranties to Seller, each of which is true in all respects
as of the date hereof and shall be true in all respects on the Closing Date:
11.1.1 Buyer is duly organized and existing.
11.1.2 Buyer has the legal power, right, and authority to execute, deliver
and perform Buyer’s obligations under this Agreement and the documents executed and
delivered by Buyer pursuant hereto.
11.1.3 All requisite action (corporate, trust, partnership, or otherwise) has
been taken by Buyer in connection with entering into this Agreement and the instruments
referenced herein and the consummation of the transactions contemplated hereby. No
consent is required which has not been obtained to permit Buyer to enter into this
Agreement and consummate the transaction hereby.
11.1.4 The entering into this Agreement does not violate any provision of
any other agreement to which Buyer is bound.
11.2 Seller’s Representations and Warranties. Seller hereby makes the
following representations and warranties to Buyer, each of which is true in all respects as
of the date hereof and shall be true in all respects on the Closing Date:
11.2.1 Seller is duly organized and existing.
11.2.2 Seller has the legal power, right, and authority to execute, deliver and
perform Seller’s obligations under this Agreement and the documents executed and
delivered by Seller pursuant hereto.
11.2.3 All requisite action has been taken by Seller in connection with
entering into this Agreement and the instruments referenced herein and the
consummation of the transactions contemplated hereby. No consent is required which
has not been obtained to permit Seller to enter into this Agreem ent and consummate the
transactions contemplated hereby.
11.2.4 To Seller’s actual knowledge, the entering into this Agreement does
not violate any provision of any other agreement to which Seller is bound.
11.2.5 To Seller’s actual knowledge, there is no pending or threatened
litigation, lawsuit or administrative proceeding which would adversely affect the Property.
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11.2.6 To Seller’s actual knowledge, there are no contracts or leases
affecting the Property and no agreements entered into, by or under Seller which shall
survive the Close of Escrow.
11.2.7 Seller has no actual knowledge of the presence of any Hazardous
Materials on the Property, or any portion thereof, and Seller has not been advised or
notified by any third parties, prior owners of the Property, or any federal, stat e or local
governmental agency, of the presence of any Hazardous Materials on the Property.
Throughout this Agreement, terms such as “to Seller’s actual knowledge,” “Seller
has no actual knowledge,” or like phrases mean the actual present and conscious
awareness or knowledge, without a duty to inquire or investigate, of the Executive Director
of the La Quinta Housing Authority.
In the event Seller becomes aware of a change in circumstance during the term of
the Escrow which would cause any of the representations or warranties of Seller under
this Section 11 to be untrue, Seller shall advise Buyer of such change in circumstance in
writing within five (5) business days from Seller’s discovery thereof. Buyer shall then have
ten (10) business days from receipt of such notice from Seller to deliver written notice to
Seller of Buyer’s election to either (i) terminate this Agreement, or (ii) waive objection to
such change in circumstance and to accept title to the Property subject to such change
in circumstance. Buyer’s failure to notify Seller in writing within said ten (10) business
day period shall conclusively be deemed Buyer ’s election to waive objection to such
change in circumstance and to proceed to close the Escrow subject to such change in
circumstance.
It is understood and agreed that with the exception of the limited representations
expressly set forth in this Section 11, Seller has not at any time made and is not now
making, and Seller specifically disclaims, any warranties or representations of any kind
or character, express or implied, with respect to the Property, or any improvements
thereon, including, but not limited to, warranties or representations as to (a) matters of
title, (b) environmental matters relating to the Property or any portion thereof, including,
without limitation, the existence or lack thereof of “Hazardous Materials” (as defined
below) in, on, under or in the vicinity of the Property, or migrating to or from the Property,
either in soil, vapors or surface water or groundwater, (c) geological conditions, including,
without limitation, subsidence, subsurface conditions, water table, underground water
reservoirs, limitations regarding the withdrawal of water, and geologic faults and th e
resulting damage of past and/or future faulting, (d) whether, and to the extent to which
the Property or any portion thereof is affected by any stream (surface or underground),
body of water, wetlands, flood prone area, flood plain, floodway or special f lood hazard,
(e)drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil
additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any
undershoring, (g) the presence of endangered species or any environmentally sensitive
or protected areas, (h) zoning or building entitlements to which the Property or any portion
thereof may be subject, (i) the availability of any utilities to the Property or any portion
thereof including, without limitation, water, sewage, gas and electric, (j) the permitted
uses and restrictions on uses on the Property, (k) usages of adjoining property, (l) access
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to the Property or any portion thereof, (m) the value, compliance with any applicable plans
and specifications, size, location, age, use, design, quality, description, suitability,
structural integrity, operation, title to, or physical or financial condition of the Property or
any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or
claims on or affecting or pertaining to the Property or any part thereof, (n) the condition
or use of the Property or compliance of the Property with any or all past, present or future
federal, state or local ordinances, rules, regulations or laws, building, fire or zoning
ordinances, codes or other similar laws, (o) the existence or non-existence of
underground storage tanks, surface impoundments, or landfills, (p) the merchantability of
the Property or fitness of the Property for any particular purpose , (q) tax consequences,
or (r) any other matter or thing with respect to the Property.
Buyer acknowledges and agrees that Seller is selling and conveying to Buyer, the
Property, “AS IS, WHERE IS, WITH ALL FAULTS,” and that with the exception of the
limited representations expressly set forth in this Section 11 Buyer has not relied on and
will not rely on, and Seller has not made and is not liable for or bound by, any express or
implied warranties, guarantees, statements, representations or information pertaining to
the Property or relating thereto, made or furnished by Seller or any real estate broker,
agent or third party representing or purporting to represent S eller, to whomever made or
given, directly or indirectly, orally or in writing. Buyer represen ts that it is a
knowledgeable, experienced and sophisticated purchaser of real estate, and that Buyer
is relying solely on its own expertise and that of Buyer’s consultants and representatives
in purchasing the Property, and shall make an independent verification of the accuracy of
any documents and information provided by Seller. Buyer will conduct such inspections
and investigations of the Property as Buyer deems necessary, including, but not limited
to, the physical and environmental conditions thereof, and shall rely solely upon the same.
By failing to terminate this Agreement prior to the expiration of the Due Diligence Period,
Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct all such
investigations of the Property as Buyer deemed necessary to satisfy itself as to the
condition of the Property and the existence or non-existence or removal or remediation
action to be taken with respect to any Hazardous Materials in, on, within or migrating to
or from the Property, and that Buyer will rely solely upon the same and not upon any
information provided by or on behalf of Seller or its agents or employees with respect
thereto. Upon Closing, Buyer shall assume the risk with respect to the Property, that
adverse matters, including, but not limited to, adverse physical or construction defects, or
adverse environmental or health and safety conditions, may not have been revealed by
Buyer’s inspections, assessments, investigations, and/or testing.
BUYER’S INITIALS: _________
Buyer hereby acknowledges that it will have had full opportunity to investigate,
assess, test, and inspect the Property during the Due Diligence Period, and during such
period, to observe the physical and environmental characteristics and existing conditions,
including but not limited to, the opportunity to conduct such investigation, assessment,
testing, monitoring and study on and of the Property and of adjacent areas, as Buyer
deems necessary, in accordance with law. Buyer, therefore, individually and collectively,
for itself and its members, partners, officers, directors, employees, agents, successors,
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assigns, and all entities related to any of the foregoing, and on behalf of all persons
claiming any interest in the Property or this Agreement, including but no t limited to any
and all future owners, lessees, and/or operators, of the Property and their successors,
hereby expressly waives, releases, discharges and forever relinquishes any and all
claims, rights of action, causes of action, rights and/or remedies B uyer has or hereafter
may have, whether known or unknown, fixed or contingent, against Seller and Seller
Personnel or any of them (a) regarding any matters affecting the Property and any
condition of the Property whatsoever; and (b) regarding: (i) the existence or potential
existence of any Hazardous Materials in, on, under, within or migrating to or from the
Property, either in soil, vapor, surface water or groundwater, and (ii) any violations or
alleged violations of any “Environmental Laws” (as defined below) regarding the Property.
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE
SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
BUYER ACKNOWLEDGES AND AGREES THAT IT MAY HEREAFTER
DISCOVER FACTS OR LAW DIFFERENT FROM OR IN ADDITION TO
THOSE WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO
THE RELEASE OF CLAIMS. BUYER ACKNOWLEDGES AND AGREES
THAT THE RELEASE IT IS PROVIDING SHALL REMAIN EFFECTIVE IN
ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR
ADDITIONAL FACTS OR LAW OR ANY PARTIES’ DISCOVERY
THEREOF. BUYER SHALL NOT BE ENTITLED TO ANY RELIEF IN
CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY
DAMAGES OR ANY RIGHT OR CLAIM TO SET ASIDE OR RESCIND
THIS AGREEMENT.
BY INITIALING BELOW, BUYER HEREBY WAIVES AND RELEASES ANY
AND ALL RIGHTS PROVIDED UNDER THE PROVISIONS OF SECTION
1542 AND ALL SIMILAR OR RELATED STATUTES THERETO, IN
CONNECTION WITH THESE MATTERS WHICH ARE THE SUBJECT OF
THE FOREGOING WAIVERS AND RELEASES:
BUYER’S INITIALS: _________
Buyer acknowledges and agrees that the disclaimers, waivers and releases along
with the other agreements set forth in this section 11, are all an integral part of this
Agreement, and Seller would not have agreed to enter into this Agreement without such
terms, and that all such terms shall survive the Close of Escrow.
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As used in this Agreement, the term “Hazardous Material(s)” includes, without
limitation, any hazardous or toxic material, substance, irritant, chemical, or waste,
including without limitation (a) any material defined, classified, designated, listed or
otherwise considered under any Environmental Law, including, without limitation, as
defined in California Health & Safety Code Section 25260, as a “hazardous waste,”
“hazardous substance,” “hazardous material,” “extremely hazardous waste,” “acutely
hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic
pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic
substance,” or any other term or expression intended to define, list, regulate or classify
substances by reason of properties harmful to health, safety or the indoor or outdoor
environment, (b) any material, substance or waste which is toxic, ignitable, corrosive,
reactive, explosive, flammable, infectious, radioactive, carcinogenic or mutagenic, and
which is or becomes regulated by any local governmental authority, any agency of the
State of California or any agency of the United States Government, (c) asbestos, and
asbestos containing material, (d) oil, petroleum, petroleum based products and petroleum
additives and derived substances, (e) urea formaldehyde foam insulation,
(f)polychlorinated biphenyls (PCBs), (g) freon and other chlorofluorocarbons, (h) any
drilling fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources, (i) mold,
fungi, viruses or bacterial matter, and (j) lead-based paint.
As used in this Agreement, the term “Environmental Laws” means any and all
federal, state and local laws, statutes, ordinances, orders, rules, regulations, guidance
documents, judgments, governmental authorizations, or any other requirements of
governmental authorities, as may presently exist, or as may be amen ded or
supplemented, or hereafter enacted, relating to the presence, release, generation, use,
handling, assessment, investigation, study, monitoring, removal, remediation, cleanup,
treatment, storage, transportation or disposal of Hazardous Materials, or the protection of
the environment or human, plant or animal health, including, without limitation, the
following statutes and their underlying regulations, as they have been amended from time
to time, and the following referenced common laws: the Comprehen sive Environmental
Response, Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous
Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and
Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33
U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.),
the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.),
the Porter-Cologne Water Quality Control Act (Cal. Wat. Code § 13000 et seq.), the Toxic
Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water
and Toxic Enforcement Act of 1986 (Proposition 65 – Cal. Health & Safety Code
§25249.5 et seq.), the California Hazardous Waste Control Law (Cal. Health & Safety
Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory
Act (Cal. Health & Safety Code § 25500 et seq.), the Carpenter-Presley-Tanner
Hazardous Substances Account Act (California Health and Safety Code, Section 25300
et seq.), the California Underground Storage of Hazardous Substances Laws
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(Chapter 6.7 of Division 20 of the Cal. Health and Safety Code, §25280 et seq.) and the
California common laws of nuisance, trespass, waste and ultra-hazardous activity.
12.CONDEMNATION. In the event that, prior to the Close of Escrow, any
governmental entity shall commence any proceedings of or leading to eminent domain or
similar type proceedings to take all or any portion of the Property, Buyer and Seller shall
promptly meet and confer in good faith to evaluate the effect of such action on the
purposes of this Agreement and following such meeting either Buyer or Seller may
terminate this Agreement.
13.RISK OF PHYSICAL LOSS. Risk of physical loss to the Property shall be borne
by Seller prior to the Close of Escrow and by Buyer thereafter. In the event that the
Property shall be damaged by fire, flood, earthquake or other casualty Buyer shall have
the option to terminate this Agreement, provided notice of such termination is delivered
to Seller within fifteen (15) business days following the date Buyer learns of the
occurrence of such casualty. If Buyer fails to terminate this Agreement pursuant to the
foregoing sentence within said fifteen (15) business day period, Buyer shall complete the
acquisition of the Property, in which case Seller shall assign to Buyer the interest of Seller
in all insurance proceeds relating to such damage. Seller shall consult with Buyer
regarding any proposed settlement with the insurer and Buyer shall have the reasonable
right of approval thereof. Seller shall hold such proceeds until the Close of Escrow. In the
event this Agreement is terminated for any reason, Buyer shall have no right to any
insurance proceeds.
14.WAIVER OF DAMAGES; SPECIFIC PERFORMANCE. In the event a party
defaults under this Agreement, the non-defaulting party’s sole and exclusive remedy will
be for specific performance of this Agreement. EACH PARTY HEREBY WAIVES ANY
RIGHT TO PURSUE DAMAGES RESULTING FROM A DEFAULT OR BREACH OF
THIS AGREEMENT, AND IN NO EVENT SHALL THE DEFAULTING PARTY BE LIABLE
FOR DAMAGES FOR A DEFAULT OR BREACH OF DEFAULTING PARTY’S
OBLIGATION UNDER THIS AGREEMENT, ALL OF WHICH RIGHTS ARE HEREBY
WAIVED AND RELINQUISHED BY THE NON-DEFAULTING PARTY. The parties agree
that the foregoing limitation on their respective remedies and measure of damages is
reasonable under all of the circumstances of this Agreement, and is a material
consideration for the parties entering into this Agreement. The parties further agree that
the foregoing limitation shall not apply to the Earnest Money Deposit, which Seller shall
retain in the event this Agreement is terminated as a result of a default by Buyer.
Seller’s Initials Buyer’s Initials
15.MISCELLANEOUS.
15.1 Assignment. This Agreement shall be binding upon and shall inure to the
benefit of Buyer and Seller and their respective heirs, personal representatives,
successors and assigns. Neither party to this Agreement may assign this Agreement or
any interest or right hereunder or under the Escrow without the prior written consent and
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approval of the other party, which consent and approva l may be withheld in the sole and
absolute discretion of such other party, and any assignment made in violation of this
Section 15.1 shall be null and void. With the exception of the express rights of the City
under this Agreement, 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.
15.2 Choice of Laws. 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 without regard to conflict of law principles. Service of
process on Buyer shall be made in accordance with California law. Service of process
on Seller shall be made in any manner permitted by California law and shall be effective
whether served inside or outside California.
15.3 Attorney’s Fees. In the event of any action between Buyer and Seller
seeking enforcement of any of the terms and conditions to this Agreement or an Escrow
or otherwise in connection with the Property, the prevailing party in such action shall be
awarded, in addition to damages, injunctive or other relief, its reasonable costs and
expenses, including without limitation its expert witness fees and reasonable attorney’s
fees.
15.4 Notices. All notices under this Agreement shall be effective (i) upon
personal delivery, (ii) upon delivery by reputable overnight courier that provides a receipt
with the date and time of delivery, or (iii) three (3) business days after deposit in the United
States mail, registered or 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 Buyer:
Coronel Enterprises Inc.
77-935 Calle Tampico #201
La Quinta, California 92253
Phone No.: 760-564-7514
To Seller: La Quinta Housing Authority
78495 Calle Tampico
La Quinta, California 92253
Phone No.: 760-777-7030
Attention: Executive Director
Copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
Phone No.: (714) 641-5100
Attention: William H. Ihrke, Esq.
15.5 Fair Meaning. This Agreement shall be construed according to its fair
meaning and as if prepared by both parties hereto.
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15.6 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.
15.7 Nonliability of Seller Officials. No officer, official, member, employee, agent,
or representative of Seller shall be liable for any amounts due hereunder, and no
judgment or execution thereon entered in any action hereon shall be personally enforced
against any such officer, official, member, employee, agent, or representative.
15.8 Gender; Number. As used in this Agreement, masculine, feminine, and
neuter gender and the singular or plural number shall be deemed to include the others
wherever and whenever the context so dictates.
15.9 Survival. This Agreement and all covenants to be performed after the
Closing Date, and, except as otherwise set forth herein, all representations and
warranties contained herein, shall survive the Closing Date and shall remain a binding
contract between the parties hereto.
15.10 Time of Essence. Time is of the essence of this Agreement and of each
and every term and provision hereof, it being understood that the parties hereto have
specifically negotiated the dates for the completion of each obligation herein.
15.11 Waiver. A waiver of a provision hereof shall be effective only if said waiver
is in writing, and signed by both Buyer and Seller. No waiver of any breach or default by
any party hereto shall be considered to be a waiver of any future breach or default unless
expressly provided herein or in the waiver.
15.12 Broker’s/Consulting Fees. Seller and Buyer represent and warrant to the
other that neither Buyer nor Seller has employed any real estate broker 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 broker’s commission in connection with the conveyance of
the Property arising out of agreements by the indemnifying party to pay any commission.
15.13 No Withholding Because Non-Foreign Seller. Seller represents and
warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign
person within the meaning of Internal Revenue Code Section 1445 or an out -of-state
seller under California Revenue and Tax Code Section 18805 and that it will deliver to
Buyer on or before the Close of Escrow a Certificate of Non-foreign Status on Escrow
Holder’s standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the
regulations promulgated thereunder and a California Form 593-C.
15.14 Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall be of equal legal force and effect.
15.15 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
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or unenforceable, the remainder of this Agreement, or the applica tion of such term,
covenant, or condition to persons, entities, or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term, covenant
or condition of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
15.16 Exhibits. The following exhibits are attached hereto and incorporated herein
by this reference:
Exhibit “A” Legal Description of Property
Exhibit “B” Form of Grant Deed
Exhibit “C” Certificate of Non-Foreign Status
15.17 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, rent, license, assign, mortgage,
hypothecate, encumber, or otherwise transfer (on or off record) the Property or any
interest therein;
(c)Seller shall not alter the physical condition of the P roperty or
introduce or release, or permit the introduction or release, of any Hazardous Material in,
from, under, or on the Property;
(d)Prior to the Closing Date, Seller shall maintain Seller’s existing
insurance on the Property.
15.18 Covenant Against Discrimination. Buyer covenants that in its performance
of this Agreement it shall not discriminate against any person or group of persons on
account of any impermissible classification including but not limited to race, color, creed,
gender, sexual orientation, age, religion, marital status, national origin, or ancestry.
15.19 Entire Agreement; Amendment. Except as set forth above, this Agreement
and the exhibits incorporated herein contain the entire agreement of Buyer and Seller
with respect to the matters contained herein, and no prior agreement or understanding
pertaining to any such matter shall be effective for any purpose. No provisions of this
Agreement may be amended or modified in any manner whatsoever except by an
agreement in writing signed by duly authorized officers or representatives of each of the
parties hereto.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has
read this Agreement, understands it, and hereby executes this Agreement to be effective
as of the day and year first written above.
Date:____________________, 2021
“Seller”
LA QUINTA HOUSING AUTHORITY,
a public body, corporate and politic
By:
Name: Jon McMillen
Its: Executive Director
ATTEST:
Monika Radeva , Authority Secretary
APPROVED AS TO FORM: RUTAN
& TUCKER, LLP
By:
William H. Ihrke, Authority Counsel
Date:____________________, 2021
“Buyer”
CORONEL ENTERPRISES INC.
a _______________________
By: ______________________________
Esequiel Coronel
Four Seasons agrees to act as Escrow Holder in accordance with the terms of this
Agreement.
Date:____________________, 2021
FOUR SEASONS ESCROW
By:
Name:
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16349348.2 a04/15/21 EXHIBIT A
EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
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16349348.2 a04/15/21 EXHIBIT B
EXHIBIT “B”
FORM OF GRANT DEED
[SEE FOLLOWING PAGES]
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Lucas Coronel
77-935 Calle Tampico
La Quinta, CA 92253
SPACE ABOVE THIS LINE FOR RECORDER’S USE
(Exempt from Recordation Fee per Gov. Code § 27383)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic (the “Grantor”),
hereby grants to LUCAS CORONEL, a ________________, that certain real property
(“Property”) located in the City of La Quinta, County of Riverside, State of California,
described in the legal description attached hereto as Attachment No. 1 and incorporated
herein by this reference, subject to all matters of record.
“Grantor”
LA QUINTA HOUSING AUTHORITY,
a public body, corporate and politic
By:
Name: Jon McMillen
Its: Executive Director
ATTEST:
Monika Radeva, Authority Secretary
APPROVED AS TO FORM: RUTAN
& TUCKER, LLP
By:
William H. Ihrke, Authority Counsel
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Riverside )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/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.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
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16349348.2 a04/15/21 EXHIBIT C
EXHIBIT “C”
CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code 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 the disposition of a U.S. real
property interest in the La Quinta Housing Authority, a public body, corporate and politic
(“Seller”), the undersigned hereby certifies the following on behalf of the Se ller:
1.Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);
2.Seller’s U.S. employer identification number is 953740431; and
3.Seller’s office address is 78-495 Calle Tampico, La Quinta, California 92253.
Seller understands that this certification may be disclosed to the Internal Revenue Service
by the transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification and to the best
of my knowledge and belief it is true, correct and complete. I further declare that I have
authority to sign this document on behalf of Seller.
“Seller”
LA QUINTA HOUSING AUTHORITY,
a public body, corporate and politic
Date:____________________, 2021 By:
Name: Jon McMillen
Its: Executive Director
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AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
by and between
LA QUINTA HOUSING AUTHORITY
(“SELLER”)
and
LUCAS CORONEL
(“BUYER”)
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TABLE OF CONTENTS
Page
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1.PURCHASE PRICE ............................................................................................ 1
1.1 Amount .................................................................................................... 1
1.2 Payment of Purchase Price ..................................................................... 1
2.DUE DILIGENCE ................................................................................................ 2
2.1 Title/Survey .............................................................................................. 2
2.2 Environmental Condition .......................................................................... 3
3.ESCROW ........................................................................................................... 5
3.1 Opening of Escrow .................................................................................. 5
3.2 Escrow Instructions .................................................................................. 5
4.CLOSE OF ESCROW ........................................................................................ 5
4.1 Close of Escrow; Outside Closing Date ................................................... 5
4.2 Recordation; Release of Funds and Documents ..................................... 6
4.3 Escrow Cancellation Charges .................................................................. 6
5.DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND
SELLER .............................................................................................................. 6
5.1 Buyer’s Obligations .................................................................................. 6
5.2 Seller’s Obligations .................................................................................. 7
6.TITLE INSURANCE POLICY.............................................................................. 7
6.1 Title Policy ............................................................................................... 7
6.2 Payment for Title Policy ........................................................................... 7
7.REAL PROPERTY TAXES ................................................................................. 7
8.CONDITIONS PRECEDENT TO CLOSING ....................................................... 8
8.1 Conditions Precedent to Buyer’s Obligations ........................................... 8
8.2 Conditions Precedent to Seller’s Obligations ........................................... 8
9.POSSESSION .................................................................................................... 9
10.ALLOCATION OF COSTS.................................................................................. 9
10.1 Buyer’s Costs ........................................................................................... 9
10.2 Seller’s Costs ........................................................................................... 9
11.REPRESENTATIONS AND WARRANTIES ..................................................... 10
11.1 Buyer’s Representations, Warranties and Covenants ........................... 10
11.2 Seller’s Representations and Warranties ............................................... 10
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12.CONDEMNATION ............................................................................................ 15
13.RISK OF PHYSICAL LOSS .............................................................................. 15
14.WAIVER OF DAMAGES; SPECIFIC PERFORMANCE ................................... 15
15.MISCELLANEOUS ........................................................................................... 15
15.1 Assignment ............................................................................................ 15
15.2 Choice of Laws ...................................................................................... 16
15.3 Attorney’s Fees ...................................................................................... 16
15.4 Notices ................................................................................................... 16
15.5 Fair Meaning .......................................................................................... 16
15.6 Headings ................................................................................................ 17
15.7 Nonliability of Seller Officials .................................................................. 17
15.8 Gender; Number .................................................................................... 17
15.9 Survival .................................................................................................. 17
15.10 Time of Essence .................................................................................... 17
15.11 Waiver .................................................................................................... 17
15.12 Broker’s/Consulting Fees ....................................................................... 17
15.13 No Withholding Because Non-Foreign Seller ......................................... 17
15.14 Counterparts .......................................................................................... 17
15.15 Severability ............................................................................................ 17
15.16 Exhibits .................................................................................................. 18
15.17 Covenants of Seller ............................................................................... 18
15.18 Covenant Against Discrimination ........................................................... 18
15.19 Entire Agreement; Amendment .............................................................. 18
EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY
EXHIBIT “B” FORM OF GRANT DEED
EXHIBIT “C” CERTIFICATE OF NON-FOREIGN STATUS
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