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2022-11-15 Agrmt for Sale & Bill of Sale - Maria AmadorAGREEMENT FOR SALE OF MOBILE HOME This AGREEMENT ("Agreement") is entered into this 9th day of November, 2022, by and between the City of La Quinta ("City"), a California municipal corporation and charter city, and Maria Amador ("Seiler"). The City and Seller are hereinafter sometimes individually referred to as "Party" and collective referred to as "Parties." RECITALS A. The City has acquired a fee interest in the land of that certain real property commonly known as Dune Palms Mobile Home Park ("Park"), located at 46400 Dune Palms Road, La Quinta, California ("Property") . B. The Property is currently used as a park for mobile homes (mobile home coaches) and other residential uses. C. The Seller is the owner of one such mobile home coach ("Mobile Home"), the description of Mobile Home and Improvements attached hereto as "Exhibit A," utilized for residential purposes on the Property at the lot identified as Space/Unit No. 19 ("Subject Space"). The Seller is also the lessee of a lease with the City, which permits the Seller to occupy the Subject Space, and maintain the Mobile Home upon it. D. Seller desires to sell the Mobile Home to City, and City is willing to purchase the Mobile Home and accept the assignment of claims from Seller. E. The Parties hereto desire by this Agreement to provide the terms and conditions for the full and complete settlement of all of Seller's claims relating to or arising out of the City's acquisition of the Dune Palms Mobile Home Park and the Property, and the displacement of Seiler from the Subject Space within the Park, including but not limited to all of Seller's property rights and interests, if any, in the Park and the Subject Space, a]I leasehold interests and rights of tenancy or occupancy, all improvements, all improvements pertaining to the realty including but not limited to the Mobile Home, all failure to locate or secure a suitable replacement location, all lost rental income or sublease or license income, all severance damages, all pre - condemnation damages, if any, all economic or consequential damages, all attorney's fees and costs, all expert witness fees and costs, all interest, all other costs and litigation expenses, and any and all compensable interests, and/or damages, and/or claims, of Page 1 of 13 any kind and nature, claimed or to be claimed, suffered or to be suffered, by Seller. AGREEMENT In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency is hereby acknowledged,, the Parties hereby agree as follows: 7 . Agreement Amount The total and complete amount to be paid follows: by City to Seller shall be as a) Thirty Thousand Dollars ($30,590) ("Amount") for the sale of the Mobile Home to the City. The Amount is to be paid by City in accordance with the terms of this Agreement. 2. Payments to Seller In consideration for Seller's strict compliance with his/her obligations set forth in Sections 3, 4, and 5 of this Agreement, City shall pay to Seller the Amount in the following manner: a) City shall pay Seiler the Amount of $30,590 upon the occurrence of both (1) the Occupants vacating the Property in accordance with Section 5 and (2) Delivery ofIthe Mobile Home pursuant to Sections 3 and 4. 3. Transfer of Ownership of Mobile Home a) Document to Transfer Ownership. Seller shall execute and deliver to City concurrently with the execution and delivery of this Agreement, a bill of sale in substantially the form attached hereto as "Exhibit B" ("Bill of Sale") and thereafter execute and deliver to City any other further documentation required by the Department of Housing and Com unity Development ("HCD"), and/or other governmental entity to effectuate a transfer of ownership to City of the Mobile Hor-ie. b) Registration Fees, Liens, and Encumbrances. Seller hereby represents and warrants that it is the actual and registered owner of the Mobile Home, free and clear kof any liens or encumbrances. If Seller owes any fees, charges, fihes or taxes due to HCD, City Page 2 of 13 shall pay such amount due to HCD on Seller's behalf and deduct such payments from the Amount. c) Payment of Sales Taxes and Transfer Fees. City shall pay all sales taxes imposed by HCD on the sale of Mobile Home to City under this Agreement. d) Maintenance of Mobile Home. Until the transfer of possession to City, Seller shall maintain Mobile Home in as good a condition as it was at the time this Agreement was entered. e) Risk of Loss. Until transfer of possession to City, Seller shall be responsible for any risk of loss or damage to the Mobile Home. Seller shall maintain and keep in full force and effect, any insurance policies currently insuring the Mobile Home, until said transfer of possession. If the Mobile Home is damaged or destroyed by any casualty (a "Casualty") after the Effective Date, but prior to the closing of the escrow, the City shall have the option to terminate this Agreement by delivery of the Termination Notice to Seller prior to Closing. 4. Delivery of Mobile Home On or before 30th day of November, 2022, Seller shall deliver full and complete physical possession and control of the Mobile Home to City and relinquish all rights and interests to such possession and control ("Delivery"). Seller shall effectuate Delivery by any and all means necessary, including, but not limited to the (1) transfer of keys and entry devices to City, (ii) execution of any assignments for the benefit of City, and (iii) waiver of any laws or regulations that would prevent effective Delivery to City, including waiver of the Mobilehome Parks Act (California Health & Safety Code §§ 18200 et seq.) and Mobilehome Residency Law (Civil Code §§ 798 et seq.). Prior to Delivery, Seller shall remove all personal possessions from the Mobile Home and leave Mobile Home in a neat and "broom clean" condition. Seller shall leave the Property free and clear of any debris and shall remove all personal property, including without limitation, any abandoned vehicles, furniture, appliances or equipment. "Seller(s) acknowledge and understand that if the Property is not left free and clear of any debris as stated above, City shall cause such work to be done and cost thereof shall be deducted from Amount." \\1\,\P Seller(s) Initials: Page 3 of 13 Seller shall not remove any built-in appliances, cabinets, floor coverings, draperies, or other built-in furniture or fixtures. Seller shall not remove any other item from the Mobile Home, if the removal of such item will affect the Mobile Home's suitability for future use of Mobile Home (as it is currently in use) or the Mobile Home's ability to be mobile, portable and/or transportable. 5. Vacating the Property Seller shall vacate the Mobile Home and Property and cause all occupants of the Mobile Home, including without limitation any members of his or her family or household, any co -tenants, guests, (collectively, the "Occupants") to vacate the Property on or before 30th day of November, 2022. Upon vacating the Property, Seller agrees to execute and deliver a Notice of Abandonment attached hereto as "Exhibit C." Seller agrees and warrants that upon payment by the City of the amounts set forth in this Agreement, all personal property left in the Mobile Home, Subject Space or Property shall be forfeited by Seller, and shall become the property of City, to dispose if as it may see fit. 6. Release Seller acknowledges and agrees that the Amount is full, final, complete, and permanent consideration of all claims Seller has or may have, for damages, compensation, or benefits of any kind, arising out of City's acquisition of the Park and the Property, and any past or future construction of a project at the Park or on the Property in any manner proposed. Except for claims to the compensation provided for under this Agreement, seller waives any claim arising out of the City's acquisition of the Mobile Home and Property, and any past or future construction of a project at the Park or on the Property in any manner proposed. Seller's waiver includes, but is not limited to, any and all claims against the City for just compensation, leasehold bonus value, severance damage under Code of Civil Procedure § 1263.410 et seq., any claims for compensation of loss of business goodwill under Code of Civil Procedure § 1263.510, interest, litigation expenses, costs of all types, any claims against the City relating to any construction activity, loss of use, or related impacts to any portions of the Property, any claims for lost rent, claims for business interruptions or lost profits, claims for impairment of access, relocation assistance, or benefits, or any claims whatsoever arising out of the City's planning and procedures leading up to City's acquisition of the Mobile Home, the Park, and Property, and any past or future construction of a project at the Park or on the Property in any manner proposed. Seller waives, releases, and forever relinquishes and repudiates any rights or Page 4 of 13 recourse it may have against the City or any of its successors arising from the application of, and forever relinquishes any and all rights it may have or could have in the future pursuant to Code of Civil Procedure § 1245.245, §1263.510, and §1563.615. These waivers include, but are not limited to, the following: (a) limitations on the use of the Mobile Home or Property set forth in Code of Civil Procedure §1245.245(a); (b) the requirement that the City put the Mobile Home or Property to public use within ten (10) years or either (i) resell the Mobile Horne or Property to the Seller, or (il) adopt a resolution of necessity reauthorizing public use of the Property pursuant to Code of Civil Procedure §1245.245(b); (c) Seller's right to judicial review of the City's acquisition of the Property under Code of Civil Procedure §1245.245(d); (d) Seller's potential right of first refusal under circumstances covered by, and in accordance with, the procedures set forth in Code of Civil Procedure §1245.245(f); (e) the requirement that the City sell the Mobile Home or Property as surplus under circumstances covered by, and in accordance with, the procedures set forth in Code of Civil Procedure §1245.245(g); (f) the requirement that the City pay any financial gain to the Seller under circumstances covered by, and in accordance with, the procedures set forth in Code of Civil Procedure §1245.245(h); (g) the requirement that the City give written notice to Seller of the rights set forth in Code of Civil Procedure §1245.245; and/or (h) the requirement that the City offer the Seller a one-year leaseback agreement for the Mobile Home or Property, as provided in Code of Civil Procedure §1263.615. With respect to all the waivers stated herein, Seller acknowledges and agrees that such waivers relate to both known and unknown claims the Seller may have, or claim to have, against the Released Parties. These waivers shall be effective regardless of any later -discovered information, and in connection with such waivers, Seller voluntarily and knowingly releases any and all protections it may have under California Civil Code §1542, with provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOW BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. All such waivers stated in this Agreement are intended to be full and final releases of any and all claims to which they pertain. Seller(s) Initials: Page 5 of 13 7. Assignment of Claims To the extent Seller may have any claim, whether relating to damages, leasehold value, reimbursement, value of tenant improvements, offset, or any other type of compensation against the former owner of the Park or any other person, arising from the City's acquisition of any portion of the Park, Seller hereby assigns such interest to City. The intent of this provision is that City shall be able to assert any right of Seller, whether under a leasehold condemnation clause or otherwise, as may exist against any party, and as an offset in favor of City against such party, in the event of any such claim. Seller agrees that the Amount constitutes adequate compensation for this assignment, and represents that it has not previously assigned such claims and will not do so prior to the Delivery date of the Mobile Home. Seller will reasonably cooperate with City in enforcing this position. 8. Commissions Each party represents and warrants that neither party has retained any brokers or finders to represent its interests in connection with this transaction. 9. No Third Party Beneficiaries This Agreement is provided by the City for the sole benefit of Seller, and no other person, firm, entity shall have any rights, whether express or implied, with respect to this Agreement or the matter set forth herein. 10. No Personal Liability No officer, official, member, employee, agent, or representative of the City shall be liable for any amounts due hereunder, and no judgement or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent or representative. 11. Venue/Exclusive Jurisdiction Any action at law or in equity brought by any party hereto for the purpose of enforcing the terms of this Agreement shall be brought in the Superior Court of the State of California in and for the County of Riverside, or such other appropriate court in said county, and the Parties hereto waive all provisions of law providing for the filing, removal, or change of venue to any other court. Page 6 of 13 12. Attorneys' Fees In the event of any action between the Seller and City seeking enforcement of any of the terms and conditions to this Agreement, or otherwise in connection with the Property, Park, or Mobile Home, the prevailing party in such action, whether be fixed by judgement or other final order, shall be entitled to recover, in addition to damages, injunctive or other relief, its actual costs and expenses, but not limited to actual attorneys' fees, court costs and expert witness fees. 13. Merger of Prior Agreements and Understandings This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. 14. Eminent Domain Dismissal Seller and City Acknowledge that this transaction is a negotiated settlement in lieu of condemnation, and Seller hereby agrees and consents to the dismissal of abandonment of any eminent domain action in the Superior Court of California in and for the County of Riverside wherein the herein described property is included and also waives any and all claims to any money on deposit in said actions and further waives all attorneys' fees, costs, disbursements, and expenses incurred in connection therewith. If, prior to the close of the execution of this transaction, Seller is served with a Summons and Complaint in Eminent Domain in which Seiler is a named defendant, upon the closing of this transaction, Seller agrees and consents to City taking a Default in said action. Signatures on the following page Page 7 of 13 IN WITNESS WHEREOF, the City and Seller have signed this Agreement on the date(s) set forth below. MAILING ADDRESS OF SELLER 46400 Dune Palms Road, Unit 19 La Quinta, CA 92253 MAILING ADDRESS OF CITY City Clerk City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 ATTEST: By: \ 1() Monika Rad va, Cit�Ierk City of La Quinta, C fornia APPROVED AS TO FORM: By: William H. Ihrke, City Attorney City of La Quinta, California Page 8 of 13 SELLER By: Name: Maria Amador CITY City of La Quinta, a California municipal corporation and charter city • By: Name: ]. - McMillen T' . City Manager EXHIBIT "A" Property Description General Description Unit Space 19 Built in 1979 ALFA RECREATIONAL VEHICLE PLATE NO: 1JN8107 VEHICLE ID NUMBER: 282690 Address: 46400 Dune Palms, La Quinta, CA 92253 Unit Number: 19 Homeowner(s): Maria Amador Home Manufacturer/Model Alfa Plate Number: 11N8107 Vehicle ID Number: 282690 Total Square Footage: This is an RV with a structure built around it. SF not relevant. Year of Purchase: 2008 No. Bedrooms: 1 No. Bathrooms: 1 Site Improvements: N/A Page 9 of 13 EXHIBIT "B" BILL OF SALE This Bill of Sale ("Bill of Sale") is made and entered into as of November 9th, 2022, by and between Maria Amador ("Seller"), and the City of La Quinta, hereinafter ("City"), with reference to the following facts. RECITALS: A. Seller and City are parties to that certain Agreement for Sale of Mobile Homes Agreement, made and entered into as of November 9, 2022 (the "Purchase Agreement"), pursuant to which Seller, subject to certain terms and conditions, agreed to sell and convey to City, and City agreed to purchase the Mobile Home (as defined in the Purchase Agreement) from Seller. B. Seller desires to sell and transfer the Mobile Home to City. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT: 1. Defined Terms. All capitalized terms used and not otherwise defined in this Bill of Sale, but defined in the Purchase Agreement, shall have the meaning set forth in the Purchase Agreement. 2. Sale. Seller hereby grants, sells, conveys, transfers and delivers to City, any and all of Seller's rights, title and interests in and to the Mobile Home. 3. Limited Warranties. Seller represents and warrants to City that Seller has good and marketable title to the Mobile Home and Seller is conveying the Mobile Home to City free of all liens, encumbrances or other claims, except as otherwise provided in the Purchase Agreement. The foregoing representations and warranties of Seller set forth in this Bill of Sale shall be deemed continuing representations and warranties made by Seller and shall survive the date hereof. 4. Counterparts. This Bill of Sale may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. Page 10 of 13 5. Applicable Law. This Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of California, regardless of any laws on choice of or conflicts of law of any jurisdiction. 6. Captions. Any captions to, or headings of, the paragraphs or subparagraphs of this Bill of Sale are solely for the convenience of the parties hereto, are not a part of this Bill of Sale, and shall not be used for the interpretation or determination of the validity of this Bill of Sale or any provision hereof. 7, Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties hereto. 8. Severability. If one or more provisions of this Bill of Sale are held to be void or unenforceable in whole or in part, the remaining provisions will continue in full force and effect. Page 11 of 13 IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of the date first written above. Address: 46400 Dune Palms Road, Unit 19 La Quinta, California SELLER: t 02:/- ame: Maria Amador EXHIBIT ONLY SIGN ORIGINAL DOCUMENT CITY: City of La Quinta By: Jon McMillen, City Manager ATTEST: By: Monika Radeva, City Clerk APPROVED AS TO FORM: By: William H. Ihrke, City Attorney EXHIBIT ONLY SIGN ORIGINAL DOCUMENT Page 12 of 13