HomeMy WebLinkAbout600-390-033 Paul Trust - Agreement (exec) 08-06-19PARCEL NO.: 600-390-033CITY PROJECT NUMBER: 2011-05FEDERAL PROJECT NUMBER: BRNBIL (537)TITLE REPORT NO.: 618650306SELLER: James R. Paul and Sharon L. Paul, Trustees of theJ. Paul and Shari Paul Charitable Remainder Trust, dated March 15,2019AGREEMENT FOR PURCHASE AND SALEAND ESCROW INSTRUCTIONSTHIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS("Agreement") is made and entered into as of AU^U^ ^^ , 2019 ("Effective Date") byand between James R. Paul and Sharon L. Paul, Trustees of the J. Paul and Shari Paul CharitableRemainder Trust, dated March 15, 2019 ("Seller"), and the CITY OF LA QUINTA, a Californiamunicipal corporation and charter city ("Buyer").RECITALS:A. Seller is the owner of that certain unimproved real property located in the City ofLa Quinta, County of Riverside, State of California, located at 79440 Corporate Center Drive, LaQuinta, California, Riverside County Assessor Parcel No. 600-390-033 (the "Site").B. Buyer has the authority to exercise the power of eminent domain to acquire realproperty in the City of La Quinta. Buyer has been investigating the potential acquisition of a slopeeasement over a portion of the Site, more specifically described and depicted in Exhibits "A" and"B" attached hereto. The scope of the rights proposed to be acquired are those described in theSlope Easement Deed attached hereto as Exhibits "C". ("Easement Deed"); The easement interestsbeing conveyed hereunder is referred to as the "Property" herein.C. Buyer is interested in acquiring the Property for the purposes of the Dune PabnsBridge Project ("Project"). In the event Seller had determined not to sell the Property to Buyer,Buyer's staff was prepared to recommended to the City Council of Buyer that Buyer, afterprovidmg notice to Seller and holding a hearing as required by applicable law, consider adoptinga resolution of necessity and thereafter commencing proceedings to acquire the Property by theexercise of its power of eminent domain.D. Buyer desires to purchase the Property from Seller, and Seller desires to sell theProperty to Buyer, on the terms and conditions set forth herein.AGREEMENT:NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenantsherein contained, the parties hereto agree as follows:-1-
1. PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement, andfor the consideration herein set forth, Seller hereby agrees to sell to Buyer and Buyer hereby agreesto purchase from Seller a permanent slope easement from the Seller on, over, and upon theProperty, as more specifically described in the Easement Deed attached hereto as Exhibit "C".2. PURCHASE PRICE.2.1 Amount. The purchase price which Seller agrees to accept, and Buyer agrees topay for the Property, is the sum of THIRTY THOUSAND DOLLARS ($30,000.00) ("PurchasePrice"). The purchase price is comprised of the following elements:$30,000.00 Permanent Slope Easement$ 0.00 Severance Damages$30,000.00 Total Purchase Price (Rounded)2.2 Deposit. Buyer shall deposit the sum of ONE HUNDRED DOLLARS ($ 100.00),with the "Escrow Holder" (as defined in Section 3.1 below) within ten (10) days after the EffectiveDate. The Deposit and all accmed interest thereon, if any, shall be credited towards the Seller, andis accepted by the Seller as consideration for right of Entry rights conferred m Paragraph 5 below.In the event escrow fails to close for any reason other than default by Seller, Seller shall retain theDeposit.2.3 Balance of Purchase Price. The Buyer shall deposit the balance of the PurchasePrice with the Escrow Holder, plus Buyer's closing costs and subject to adjustment for prorationsand other charges, in good funds prior to the "Close of Escrow" (as defined in Section 6.1 below).3. ESCROW.3.1 Opening of Escrow. Closing of the sale of the Property shall take place through anescrow ("Escrow") to be established within five (5) busmess days after the execution of thisAgreement by the parties hereto, with Lawyers Title Company Escrow ("Escrow Holder") at itsoffice located at 625 E. Carnegie Dr., #105 , San Bemardino, CA 92408. The opening of theEscrow (the "Opening of Escrow") shall be deemed to be the date that a fully executed copy ofthis Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyerand Seller in writing of the date of the Opening of Escrow.3.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitutethe joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow Holderso requires. Buyer and Seller agree to execute the standard preprinted form of escrow instructionsthat Escrow Holder customarily requires in real property escrows administered by it. In the eventof any conflict or inconsistency between Escrow Holder's standard instructions and the provisionsof this Agreement, the provisions of this Agreement shall supersede and be controlling.4. TITLE MATTERS. Buyer shall obtain a preliminary title report prepared by Lawyers TitleCompany ("Title Company") describing the state of title of the Property together with copies ofall underlying documents (the "Preliminary Title Report"). Buyer may, at its sole cost andexpense, obtam a current survey of the Property (a "Survey"). Notwithstanding anything hereinto the contrary. Seller shall be obligated to remove all monetary encumbrances against the Property-2-
excluding non-delinquent real property taxes (except as otherwise provided in Section 9 below).Buyer shall notify Seller in writing of any objections Buyer may have to title exceptions containedin the Preliminary Title Report or matters shown on the Survey (if Buyer has obtained) no laterthan the date which is twenty-one (21) days after the later of (i) its receipt of the Preliminary TitleReport or (ii) its receipt of the Survey ("Buyer's Objection Notice"). Buyer's approval ordisapproval of the matters set forth in the Preliminary Title Report (and the Survey, if applicable)may be granted or withheld in Buyer's sole and absolute discretion. Buyer's failure to provideSeller with a Buyer's Objection Notice within said period shall constitute Buyer's approval of allexceptions to title shown on the Preliminary Title Report and all matters shown on the Survey (ifBuyer has obtained). Seller shall have a period of five (5) days after receipt of Buyer's ObjectionNotice in which to deliver written notice to Buyer ("Seller's Notice") of Seller's election to either(i) agree to remove the objectionable items on the Preliminary Title Report or Survey prior to theClose of Escrow, or (ii) decline to remove any such title exceptions or Survey matters andterminate Escrow and the obligations of Buyer and Seller to purchase and sell the Property underthis Agreement, in which event the provisions of Section 10.3 below shall apply. Seller's failureto provide Buyer with Seller's Notice within said period shall constitute Seller's election to removethe objectionable items on the Preliminary Title Report. If Seller notifies Buyer of its election toterminate rather than remove the objectionable items on the Preliminary Title Report or Survey,Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer'sreceipt of Seller's Notice, to agree to accept the Property subject to the objectionable items, inwhich event Seller's election to terminate shall be of no effect, and Buyer shall take title at theClose of Escrow subject to such objectionable items without any adjustment to or credit againstthe Purchase Price. All exceptions to title shown on the Preliminary Title Report, other than thosewhich Seller may agree to remove pursuant to this Section 4, shall be deemed to have beenapproved by Buyer unless Seller is notified otherwise in writing.Upon the issuance of any amendment or supplement to the Preliminary Title Reportwhich adds additional exceptions, including any survey exceptions, the foregoing right of reviewand approval shall also apply to said amendment or supplement. The process set forth above forBuyer's review and Seller's response shall apply to any review and response with respect to anyamendment or supplement to the Prelminary Title Report, and the Closing shall be extended forsuch period as is necessary to allow for that review and response process to be completed.5. RIGHT OF ENTRY. Beginning on the Effective Date up to and including the ClosingDate, Seller grants Buyer, its agents, contractors, employees, and representatives, the right to enterinto and upon the Property at reasonable times for the purposes related to Buyer's inspection andproposed acquisition of the Property. Buyer shall not disturb the physical condition of the Propertyor do any intrusive testing of the Property without the prior written consent of Seller, which consentshall not be unreasonably withheld or delayed. Any costs, expenses, or charges incurred or relatedto Buyer's activities under this right of entry shall be at the sole cost and expense of Buyer and atno cost and expense to Seller. Buyer shall, at its own cost and expense entirely, repair any damageto the Property resulting from any such entry and shall restore the Property to its condition priorto such entry. Buyer agrees to indemnify, defend and hold Seller and the Property harmless fromany and all claims, liabilities, liens, actions, judgments, costs, expense, or charges (includingwithout limitation attorneys' fees and costs) arising from or connected or related in any way to theright of entry granted under this Agreement.-3-
6. CLOSE OF ESCROW.6.1 Close of Escrow; Closing Date. Provided that all of the conditions of thisAgreement precedent to the "Close of Escrow" (as hereinafter defined) as set forth in Section 10below have been satisfied (or waived by the appropriate party) prior to or on the Closing Date, theClosmg of this transaction for the sale and purchase of the Property shall take place on September15, 2019 ("Outside Closing Date"). Notwithstanding the foregoing, if Buyer and Seller agree toadvance the Closing, and so long as all of "Buyer's Conditions to Closing" and all of "Seller'sConditions to Closing" (as those terms are defined in Section 10) have been satisfied (or waivedby the appropriate party). Seller and Buyer may elect to authorize the Closing before the OutsideClosing Date. The terms "Close of Escrow", "Closing Date" and the "Closing" are used herein tomean the time Seller's easement deed conveying the slope to the Property to Buyer is recorded inthe Official Records of the Office of the County Recorder of Riverside ("Official Records"). IfEscrow is not in a condition to close by the Outside Closing Date, either party not then in defaulthereunder may, upon five (5) days advance written notice to the other party and Escrow Holder,elect to terminate this Agreement and the Escrow. No such termination shall release either partythen in default from liability for such default. If neither party so elects to terminate this Agreementand the Escrow, Escrow Holder shall close the Escrow as soon as possible.6.2 Recordation; Release of Funds and Documents.6.2.1 Escrow Holder is du-ected, on the Closmg Date, to record in the OfficialRecords, the following documents in the order listed: (i) the easement deed (in the form attachedhereto as Exhibit "C") transferring the slope easement to the Site to Buyer ("Easement Deed");and (ii) such other and further documents as may be du-ected jointly by Buyer and Seller.6.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price toSeller, less any amount to Closing costs, including property taxes and/or assessments allocable toSeller pursuant to Section 9 below, and (ii) conformed copies of all recorded documents to bothBuyer and Seller.6.2.3 Escrow Holder is authorized to request from Seller fully executed copies ofthe Easement Deed at any time prior to the Close of Escrow, for submission to Buyer for the solepurpose of Buyer's acceptance of same, in order to place such Easement Deed in a form ready forrecording at the Close of Escrow. If Buyer receives such an executed Easement Deed prior toClose of Escrow, Buyer is authorized only to affix its acceptance thereon, or perform such otheracts as are required to place the Easement Deed in a recordable form, but may not record theEasement Deed at any time prior to the Close of Escrow.7. DEUVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.7.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last businessday immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited withEscrow Holder the following:(a) the balance of the Purchase Price; and-4-
(b) any and all additional funds, instruments or other documents required fromBuyer (executed and acknowledged where appropriate) as may be reasonably necessary in orderfor the Escrow Holder to comply with the terms of this Agreement and consummate thetransaction.7.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last businessday immediately preceding the Closing Date, Seller shall deposit or cause to be deposited withEscrow Holder each of the following:(a) the executed and acknowledged Easement Deed, subject only to thePermitted Exceptions (defined hereafter), and any prior submission to Buyer for acceptance, asprovided in Paragraph 6.2.3 above;(b) a Certificate ofNon-Foreign Status (the "Non-Foreign Affidavit") executedand acknowledged by Seller in the form attached hereto as Exhibit "D"; and(c) all other funds, items, and instruments required from Seller (executed andacknowledged where appropriate) as may be reasonably necessary in order for the Escrow Holderto comply with the provisions of this Agreement and consummate the transaction.8. TITLE INSURANCE POLICY.8.1 Title Policy. At the Closing Date, the Title Company, as insurer, shall issue aCLTA owner's standard coverage policy of title insurance ("Title Policy"), in favor of Buyer, asinsured, for the Property, with liability in the amount of the Purchase Price, subject only to thefollowing (the "Permitted Exceptions"):(d) non-delinquent real property taxes, subject to Seller's obligations to paycertain taxes pursuant to Section 9 below;(e) covenants, conditions, restrictions and reservations of record that do notinterfere with the Buyer's proposed use of the Property, as determined in the sole and absolutediscretion of Buyer;(f) easements or rights-of-way over the Property for public or quasi-publicutility or public street purposes;(g) title exceptions approved or deemed approved by Buyer pursuant toSection 4 above;(h) any other exceptions approved by Buyer; and(i) the standard printed conditions and exceptions contained in the CLTAstandard owner's policy of title insurance regularly issued by the Title Company.8.2 Payment for Title Policy. Buyer shall be responsible for the charges for the TitlePolicy with coverage up to the amount of the Purchase Price. Buyer shall pay any additionalamount charged by Title Company for any additional coverage or endorsements it requests. In-5-
connection therewith. Buyer may, at its election, request an ALTA extended policy of titleinsurance and Buyer shall pay for the incremental cost of the extended coverage above and beyondthe standard coverage. Buyer shall pay for the Surveys, if obtained.9. REAL PROPERTY TAXES AND ASSESSMENTS. Upon Buyer's acquisition of theProperty, the Property may be exempt from the payment of property taxes due to Buyer's status asa public agency. Seller shall be responsible for paymg (through Escrow at Closing) all real andpersonal property taxes and assessments which are of record as of the Closing Date and/or haveaccrued against the Property prior to (and including) the Closing Date (notwithstanding whethersuch taxes and/or assessments are due and payable as of the Closing Date). Seller shall beresponsible for paying for all real or personal property taxes or assessments assessed against theProperty after the Closing for any period prior to the Closing.10. CONDITIONS PRECEDENT TO CLOSING.10.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under thisAgreement to purchase the Property and close the Escrow shall be subject to the satisfaction orsigned written waiver by Buyer of each and all of the following conditions precedent (collectively,"Buyer's Conditions to Closing"):(j) on the Closing Date, the Title Company shall be irrevocably committed toissue the Title Policy pursuant to Section 8.1 above insuring fee title to the Property as being vestedin Buyer, subject only to the Permitted Exceptions;(k) Escrow Holder holds all instruments and funds required for the Closing andwill deliver to Buyer the instruments and funds, if any, accming to Buyer pursuant to thisAgreement;(1) except as otherwise permitted by this Agreement, all representations andwarranties by the Seller in this Agreement shall be true on and as of the Closing Date as thoughmade at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilledby the Closing Date; and(m) Seller is not in material default of any term or condition of this Agreement.In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied,or waived in a writing signed by Buyer prior to the expiration of the applicable period forsatisfaction or waiver. Buyer may terminate this Agreement and the Deposit with all interestaccmed thereon shall be returned to Buyer.10.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under thisAgreement shall be subject to the satisfaction or signed written waiver by Seller of each and all ofthe following conditions precedent ("Seller's Conditions to Closing"):(n) Escrow Holder holds the Purchase Price and all other instruments and fundsrequired for the Closing and will deliver to Seller the instruments and funds, including but notlimited to the Purchase Price (less any offsets agamst Seller specifically provided for hereunder)accming to Seller pursuant to this Agreement;-6-
(o) Except as otherwise permitted by this Agreement, all representations andwarranties by the Buyer in this Agreement shall be true on and as of the Closing Date as thoughmade at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilledby the Closing Date;(p) Buyer is not in material default of any term or condition of this Agreement.In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied,or waived in a writing signed by Seller prior to the expiration of the applicable period forsatisfaction or waiver, Seller may terminate this Agreement and the Deposit with all interestaccrued thereon shall be returned to Buyer, except in the event of a Buyer default, m which casethe provisions of Section 12 shall apply.10.3 Termination of Agreement and Escrow. In the event Seller or Buyer elects toterminate the Escrow and this Agreement with respect to a failed title objection (as provided inSection 4 above), the failure of a Seller's or Buyer's Condition to Closing (as provided in Sections10.1 and 10.2 above), or in connection with a "Casualty" (as defined in Section 16 below), whichrelates to the Property, the Deposit, with all interest accrued thereon shall be returned to Buyer,except in the event of a Buyer default, in which case the provisions of Section 12 shall apply.11. NOTICE OF DEFAULT. Upon a default by either Seller or Buyer under this Agreement,the non-defaulting party shall notify the defaulting party and Escrow Holder in writing of suchdefault. If the non-defaulting party gives such notice, the notice shall set forth with specificity thealleged default and the defaulting party shall have ten (10) days to cure the default. If the defaultingparty does not cure the default within ten (10) days of the receipt of such notice, the non-defaultingparty may elect to terminate this Agreement and pursue the remedies provided in Section 1 2 below.12. REMEDIES ON DEFAULT.(a) BUYER'S DEFAULTS: SELLER'S REMEDIES. IN THE EVENT THECLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREINCONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANYBREACH OR DEFAULT BY BUYER, BUYER AND SELLER AGREE THAT ITWOULD BE DIFFICULT AND IMPRACTICAL TO DETERMINE THE DAMAGESTO SELLER. ACCORDINGLY, BUYER AND SELLER HAVE AGREED TO FIX ASLIQUIDATED DAMAGES THE DEPOSIT, WHICH AMOUNT SRALL BERETAINED BY SELLER AS LIQUIDATED DAMAGES, SHALL CONSTITUTESELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT BY BUYERHEREUNDER, AND SELLER WAIVES ANY AND ALL RIGHT TO SPECIFICPERFORMANCE. BUYER AND SELLER SPECIFICALLY ACKNOWLEDGE THEIRAGREEMENT TO THE FOREGODTO LIQUIDATED DAMAGES PROVISION BYINITIALING THIS SECTION IN THE APPROPRIATE SPACES PROVIDED.r^,SELLER'S INITIA]>&^^ <ZZ BUYER'S INITIALS:-7-
(b) SELLER'S DEFAULTS; BUYER'S REMEDIES. IN THE EVENT THECLOSING AND THE CONSUMMATION OF THE TRANSACTION HERED^CONTEMPLATED DO NOT OCCUR BY REASON OF ANY BREACH OR DEFAULTBY SELLER, BUYER SHALL BE ENTITLED TO: (I) TERMINATE THISAGREEMENT, IN WHICH EVENT ESCROW HOLDER SHALL IMMEDIATELYRETURN TO BUYER THE DEPOSIT AND ANY INTEREST ACCRUED THEREON,AND BUYER SHALL HAVE THE RIGHT TO PURSUE SELLER FOR DAMAGES OR(II) THE RIGHT TO PURSUE SPECIFIC PERFORMANCE OF THIS AGREEMENT.SELLER'S INITIAL^^^-^ <^ BUYER'S INITIALSS:J^13. POSSESSION. Possession of the Property, free from all tenancies, parties in possessionand occupants that would in any way interfere with the easement uses being conveyed hereunder,shall be delivered by Seller to Buyer on the Closing Date, subject only to the Permitted Exceptions.14. ALLOCATION OF COSTS.14.1 Buyer's Costs. Buyer shall pay: (i) any escrow fees or similar charges of EscrowHolder, (ii) the full premium cost for any endorsements to the Title Policy, (iii) the premium forany ALTA coverage over and above the cost of the CLTA Owner's Title Policy, (iv) the costs ofany Survey, inspection or report requested by Buyer, (v) the documentary transfer tax and Citytransfer tax (if any) due on the transfer of the Property, and (v) the cost of recording the EasementDeed and any other recording charges.14.2 Seller's Costs. Seller shall pay the costs of any quitclauns, or other instrumentsrequired to put the title to the Property in a condition to close.14.3 Miscellaneous Costs. Except to the extent otherwise specifically provided herein,all other expenses incurred by Seller and Buyer with respect to the negotiation, documentation andclosing of this transaction, including, without limitation, attorneys' fees, shall be borne and paidby the party incurring same.15. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmentalentity (other than the City of La Quinta) shall commence any proceedings of or leading to eminentdomain or similar type proceedings to take all or any portion of the Property, Buyer or Seller shallpromptly meet and confer in good faith to evaluate the effect of such action on the purposes of thisAgreement.16. DAMAGE. If the Property is damaged or destroyed by any casualty (a "Casualty") afterthe Effective Date, but prior to the Closing, and the costs to repair or restore same shall exceedFifteen Thousand Dollars ($15,000.00) (as reasonably determined by Seller and Buyer), thenBuyer shall have the option to terminate this Agreement by delivery of a Termination Notice toSeller prior to the Closing. In such case, the provisions of Section 10.3 above shall apply. In thealternative, if a Casualty shall occur prior to the Closing, and if Buyer does not so exercise its rightto terminate, then Buyer shall proceed with the Closing and upon consummation of the transactionherein provided. Seller shall assign to Buyer all claims of Seller under or pursuant to any applicablecasualty insurance coverage and all proceeds from any such casualty insurance received by Selleron account of any such Casualty, the damage from which shall not have been repaired by Seller-8-
prior to the Closing, and provide Buyer with a credit against the Purchase Price in an amount equalto the deductible under such casualty insurance coverage. Seller agrees to execute any documentsreasonably necessary to effectuate the provisions of this Section 16.17. HAZARDOUS MATERIALS. To the best of Seller's knowledge (without any obligationof Seller to further investigate), the Property has not at any time been used for the purposes ofstoring, manufacturing, releasing or dumping Hazardous Materials. For purposes of thisAgreement, the term "Hazardous Materials" shall mean (1) hazardous wastes, hazardous materials,hazardous substances, hazardous constituents, toxic substances or related materials, whethersolids, liquids or gases, including, but not limited to, substances deemed as "hazardous wastes,""hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants,""radioactive materials," or other similar designations in, or otherwise subject to regulation under,the Comprehensive Environmental Response, Compensation and Liability Act of 1980, asamended ("CERCLA"), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ("TSCA"), 15U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the ResourceConservation and Recovery Act ("RCRA"), 42 U.S.C. § 9601, et seq.; the Clean Water Act("CWA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; theClean Au- Act ("CAA"), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control Law, CaliforniaHealth and Safety Code § 25025 et seq., the Carpenter-Presley-Tanner Hazardous SubstanceAccount Act, California Health and Safety Code, Division 20, Chapter 6.8, the HazardousMaterials Release Response Plans and Inventory Act, California Health and Safety Code, Division20, Chapter 6.95, The Underground Storage of Hazardous Substances Act, California Health andSafety Code, Division 20, Chapter 6.7, the Porter-Cologne Act, California Water Code § 13050 etseq. and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, orother criteria and guidelines promulgated pursuant to the preceding laws or other similar federal,state or local laws, regulations, rules or ordinances now or hereafter in effect relating toenvironmental matters (collectively the "Environmental Laws"); and (ii) any other substances,constituents or wastes subject to any applicable federal, state or local law, regulation, ordinance orcommon law doctrine, mcluding any Environmental Law, now or hereafter in effect, including,but not limited to, (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviationor motor vehicle fuel, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H)polychlorinated biphenyls (PCB's) and (I) ureaformaldehyde.18. COVENANTS OF SELLER. Seller agrees that during the period between the EffectiveDate of this Agreement and the Closing Date:(r) Seller shall maintain the Property in not less than the state of repair as that existingon the Effective Date (excepting ordinary wear and tear);(s) Seller shall not convey, grant, lease, assign, mortgage, hypothecate, encumber, orotherwise transfer (on or off record) the Property or any interest therein;(t) Prior to Closing, Seller shall maintain Seller's existing insurance on the Property;and-9-
(u) Prior to the Closing, Seller shall not alter the physical condition of the Property orintroduce or release, or permit the introduction or release, of any Hazardous Materials in, from,under, or on the Property.19. MISCELLANEOUS.19.1 Assignment. This Agreement shall be binding upon and shall inure to the benefitof 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 orunder the Escrow without the prior written consent and approval of the other party, which consentand approval shall not be unreasonably withheld. No provision of this Agreement is intended norshall in any way be constmed to benefit any party not a signatory hereto or to create a third partybeneficiary relationship.19.2 Notices. All notices under this Agreement shall be effective upon personaldelivery, upon delivery by reputable overnight courier service that provides a receipt with the dateand time of delivery, or two (2) business days after deposit in the United States mail, registered,certified, postage fully prepaid and addressed to the respective parties as set forth below or as tosuch other address as the parties may from time to time designate in writmg:To Seller: James R. Paul and Sharon L. Paul, Tmstees55585 Cherry Hills DriveLa Quinta, CA 92253To Buyer: CityofLaQuinta78-495 Calle TampicoLa Quinta, CA 92253Attn: City ManagerCopy to: Rutan & Tucker, LLP611 Anton Boulevard, Suite 1400Costa Mesa, California 92628-1950Attn: William Ihrke, Esq.19.3 Fair Meaning. This Agreement shall be constmed according to its fair meaning andas if prepared by both parties hereto.19.4 Headings. The headings at the beginning of each numbered Section of thisAgreement are solely for the convenience of the parties hereto and are not a part of this Agreement.19.5 Choice of Laws; Litigation Matters. This Agreement shall be governed by theinternal laws of the State of California and any question arising hereunder shall be construed ordetermined according to such law. The Superior Court of the State of California in and for theCounty of Riverside, or such other appropriate court in such county, shall have exclusivejurisdiction of any litigation between the parties concerning this Agreement. Service of processon Buyer shall be made in accordance with California law. Service of process on Seller shall be-10-
made in any manner permitted by California law and shall be effective whether served inside oroutside California.19.6 Nonliabilitv of Buyer and Seller Officials. No officer, official, member, employee,agent, or representative of Buyer or Seller shall be liable for any amounts due hereunder, and nojudgment or execution thereon entered in any action hereon shall be personally enforced againstany such officer, official, member, employee, agent, or representative.19.7 Gender; Number. As used in this Agreement, masculine, feminine, and neutergender and the singular or plural number shall be deemed to include the others wherever andwhenever the context so dictates.19.8 Survival. This Agreement and all covenants to be performed after the Closing, and,except as otherwise set forth herein, all representations and warranties contained herein, shallsurvive the Closing Date and shall remain a binding contract between the parties hereto.19.9 Time of Essence. Time is of the essence of this Agreement and of each and everyterm and provision hereof, it being understood that the parties hereto have specifically negotiatedthe dates for the completion of each obligation herein.19.10 Time Period Computations. All periods of time referred to in this Agreement shallinclude all Saturdays, Sundays and California state or national holidays unless the reference is tobusiness days, in which event such weekends and holidays shall be excluded in the computationof time and provide that if the last date to perform any act or give any notice with respect to thisAgreement shall fall on a Saturday, Sunday or California state or national holiday, such act ornotice shall be deemed to have been timely performed or given on the next succeeding day whichis not a Saturday, Sunday or California state or national holiday.19.11 Waiver or Modification. A waiver of a provision hereof, or modification of anyprovision herein contained, shall be effective only if said waiver or modification is in writing, andsigned by both Buyer and Seller. No waiver of any breach or default by any party hereto shall beconsidered to be a waiver of any breach or default unless expressly provided herein or in thewaiver.19.12 Broker's Fees. Seller and Buyer represent and warrant to the other that neitherBuyer nor Seller has employed any broker and/or finder to represent its interest in this transaction.Each party agrees to indemnify and hold the other free and harmless from and against any and allliability, loss, cost, or expense (including court costs and reasonable attorney's fees) in any mannerconnected with a claim asserted by any individual or entity for any commission or finder's fee inconnection with the conveyance of the Property arising out of agreements by the indemnifyingparty to pay any commission or finder's fee.19.13 Duplicate Originals. This Agreement may be executed in any number of duplicateoriginals or counterparts, all of which shall be of equal legal force and effect.19.14 Severability. If any term, covenant or condition of this Agreement or theapplication thereof to any person, entity, or circumstance shall, to any extent, be invalid orunenforceable, the remainder of this Agreement, or the application of such term, covenant, or-11-
condition to persons, entities, or circumstances other than those as to which it is held invalid orunenforceable, shall not be affected thereby and each term, covenant or condition of thisAgreement shall be valid and enforceable to the fullest extent permitted by law.19.15 Exhibits. The following exhibits are attached hereto and incorporated herein bythis reference:Exhibits "A" Legal Description of PropertyExhibits "B" Plat of PropertyExhibits "C" Easement DeedExhibit "D" Non-Foreign Affidavit19.16 Authority. The person(s) executing this Agreement on behalf of each of the partieshereto represent and warrant that (i) such party is duly organized and existing, (ii) they are dulyauthorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing thisAgreement such party is formally bound to the provisions of this Agreement, and (iv) the enteringinto this Agreement does not violate any provision of any other agreement to which such party isbound.19.17 Entire Agreement; Amendment. Except as set forth above, this Agreement and theexhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to thematters contained herein, and no prior agreement or understanding pertaining to any such mattershall be effective for any purpose. No provisions of this Agreement may be amended or modifiedin any manner whatsoever except by an agreement in writing signed by duly authorized officersor representatives of each of the parties hereto.[END - SIGNATURE PAGE FOLLOWS]-12-
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read thisAgreement, understands it, and hereby executes this Agreement to be effective as of the day andyear first written above.SELLER:James R. Paul and Sharon L. Paul,Trustees of the J. Paul and Shari PaulCharitable Remainder Trust, dated March15,2019fes R./Paul^TrdsteeBy^_-. ^ 4^^.. .^^-v^'i "yrf , ^ 'faron L. Paul^TrusteeATTEST:Monika Radeva, City ClerkAPPROVED AS TO FORM:/A)i[At^u^WILLIAM H. IHRKE, City AttorneyCity of La Quinta, CaliforniaBUYER:CITY OF LA QUINTA, a Californiamunicipal corporation and charter city-r-—illen. City Manager[end of signatures]-13-
Lawyers Title Company agrees to act as Escrow Holder in accordance with the terms ofthis Agreement that are applicable to it.LAWYERS TITLE COMPANYBy:Name:Its:-14-
EXHIBIT "A"LEGAL DESCRIPTIONPERMANENT SLOPE EASEMENT(APN 600-390-033 / JAMES AND SHARON PAUL, TRUSTEESThat certain parcel of land located in the City of La Quinta, County of Riverside, State ofCalifornia being a portion of Parcel 1 of Parcel Map No. 36836 as shown by a map on file inBook 244 of Parcel Maps, pages 1 through 3 inclusive, Records of said County, more particularlydescribed as follows:BEGINNING at the northeast corner of said Parcel 1, said point being located on the westerlyright-of-way line of Dune Palms Road as shown on said map;Thence along the easterly line of said Parcel 1 South 00°09'52" East a distance of 156.17 feet toan angle point in said easterly line of Parcel 1;Thence continuing along said easterly line South 44°55'28" West a distance of 49.42 feet;Thence leaving said easterly line of Parcel 1 North 14°59'21" West a distance of 8.29 feet;Thence North 38°41'31" East a distance of 27.60 feet;Thence North 33°28'42" East a distance of 18.09 feet;Thence North 00°04'58" West a distance of 149.76 to the northerly line of said Parcel 1;Thence along said northerly line South 71°20'45" East a distance of 10.11 feet to the POINT OFBEGINNING.CONTAINING: 1,947 Square Feet, more or less.SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of record.Graphically depicted on 'EXHIBIT "B" - PLAT', attached hereto and by this reference made apart hereof.This legal description was preparedby me or under my direction.Ben@m1fn Daniel Egan,PLS 8756Prepared September 13, 2018Page 1 of 1
i^'• ^oy®fr<%^^PERMANENTSLOPE EASEMENT1,947± SQ, FT.^^,... ^sy^\^^^"^^>"'^^0.P. 6. B.EXHIBIT "B" - PLATPLAT TO ACCOMPANY LIGAL DESCRIFTION FORPERMANENT SLOPE EASEMENTPORTION OF SEC. 29, T5S. R7E, SBMAPN 600-390-033 / JAMES & SHARON PAULc/)CA. CORPORATE -Jr~^CENTER DRIVELINE TABLE(NO)1254567BEARINGSOO°09'52"ES44°55'28"WN14°59'21"WN38°41'31"EN33°28'42"ENOO°04'58"WS71°20'45"ELENGTH156.17'49.42'8.29'27.60'18.09'149.76'10.11'1/A.SECTION 29IrtENUE 48~*'V/^viciNmr MAPNOT TO SCALELOCATION MAPNOT TO SCALEBE'WIN DANIEL E6AN, PLS 8756PREPARED 09/13/2018SHEET 1 OF 1100SCALE: 1"=50'EGAN CIVIL, INC.PD BD)L5282. LAQUINB,.C02248-5282[7~BDl404-7BB'3''WWW:EGANCIVILCaM
EEI CONSULTINGJOB ID : 20180185 DATE 08/21/2018 AT 09:11:48FILE NAME : Z:\PDATA\20180185\CALCS\MAPPING\185-CLOSURES.TRVTRAVERSE OF :ssNNNNsROW-600-390-033BEARING00-09-52.0044-55-28.0014-59-21.0038-41-31.0033-28-42.0000-04-58.0071-20-45.00EwwEEwEDISTANCESTARTING156.170049.42008.290027.600018.0900149.760010.1100ATTOTOTOTOTOTOTONORTHING2201867.02722201710.85782201675.86652201683.87452201705.41682201720.50552201870.26542201867.0316TRAV # 6EASTING6553273.2748 PT # 316553273.72316553238.82406553236.67996553253.93356553263.91246553263.69606553273.2749ERROR OF CLOSURE NORTH = -0.0044874 EAST = -0.0000464BEARING S 00-35-32.00 W DISTANCE = 0.0045AREA = 1946.4 SF 0.0447 ACRESPERIMETER = 419.4400 PRECISION = 1 : 93,466
EXHIBIT "C"FORM OF SLOPE EASEMENT DEEDSEE ATTACHED
RECORDING REQUESTED BY AND:WHEN RECORDED MAIL TO:CityofLaQuinta78-495 Calle TampicoLa Quinta, CA 92253Attn: City ManagerMAIL TAX STATEMENTS TO:CityofLaQumta78-495 Calle TampicoLa Quinta, CA 92253Attn: City ManagerSpace above this line for Recorder's UseExempt from Recordation Fee per Gov. Code § 27383DOCUMENTARY TRANSFER TAX $0.00 [PUBLICENTITY TRANSFEREE1....Computed on the consideration or value of propertyconveyed; OR.... Computed on the consideration or value less liens orencumbrances remaining at time of sale.Signature ofDeclarant or Agent determining tax ~ Firm NameOrder No.Escrow No.EASEMENT DEEDFOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, JAMES R.PAUL AND SHARON L. PAUL, TRUSTEES OF THE J. PAUL AND SHARI PAUL CHARITABLEREMAINDER TRUST, DATED MARCH 15, 2019, hereby grant, convey, and transfer to the CITY OFLA QUINTA a California municipal corporation and charter city, the following easement on, over, though,and pertaining to the real property more specifically described in Exhibit "A" hereto, and depicted in Exhibit"B" hereto, the scope of the easement to be as follows:A permanent easement for slopes of cuts and fills adjacent to public sidewalk easement or publicstreet right-of-way, which shall specifically include the right to use the area, in accordance with generallyaccepted engineering practices, for excavating, sloping, cutting, filling, the construction of retaining walls,the installation of stormwater drain pipes or other drainage facilities, and including grading or otherwisechanging the natural contours of the land in order to support and accommodate the adjacent public street,roadway or sidewalk, and for all other purposes for which City is authorized by law to use said easement.The easement for slopes of cuts and fill purposes over some approximately 1,947 square feet, is morespecifically described in Exhibit "A" hereto and depicted in Exhibit "B" hereto. At the completion of theproject, the City shall replace the landscaping to match the existing landscaping, as reasonably practicable,consistent with the Project to be constructed.The owners or occupants of the property subject to the Slope Easement will have the right to usethe surface of the easement area described in Exhibit "A" and Exhibit "B" for ground cover plants andgrasses whose roots do not impact the slope, once the slope is m place.
Date:"SELLER"James R. Paul and Sharon L. Paul, Tmstees ofthe J. Paul and Shari Paul CharitableRemainder Tmst, dated March 15,2019By:James R. Paul, TrusteeBy: C:^^^^/3'^^2-6?^A^^Sharon L. Paul, TmsteeATTEST:By:Monika Radeva, CMC, City ClerkAPPROVED AS TO FORM:By:_William H. Ihrke, City Attorney
EXHIBIT "k"LEGAL DESCRIPTIONPERMANENT SLOPE EASEMENT(APN 600-390-033 / JAMES AND SHARON PAUL, TRUSTEESThat certain parcel of land located in the City of La Quinta, County of Riverside, State ofCalifornia being a portion of Parcel 1 of Parcel Map No. 36836 as shown by a map on file inBook 244 of Parcel Maps, pages 1 through 3 inclusive, Records of said County, more particularlydescribed as follows:BEGINNING at the northeast corner of said Parcel 1, said point being located on the westerlyright-of-way line of Dune Palms Road as shown on said map;Thence along the easterly line of said Parcel 1 South 00°09'52" East a distance of 156.17 feet toan angle point in said easterly line of Parcel 1;Thence continuing along said easterly line South 44°55'28" West a distance of 49.42 feet;Thence leaving said easterly line of Parcel 1 North 14°59'21" West a distance of 8.29 feet;Thence North 38°41'31" East a distance of 27.60 feet;Thence North 33°28'42" East a distance of 18.09 feet;Thence North 00°04'58" West a distance of 149.76 to the northerly line of said Parcel 1;Thence along said northerly line South 71°20'45" East a distance of 10.11 feet to the POINT OFBEGINNING.CONTAINING: 1,947 Square Feet, more or less.SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of record.Graphically depicted on 'EXHIBIT "B" - PLAT', attached hereto and by this reference made apart hereof.This legal description was preparedby me or under my direction.Benfan-rfh Daniel Egan, PLS 8756Prepared September 13, 2018Page 1 of 1
fs".'^'i^'^PERMANENTSLOPE EASEMENT1.9471 SO. FT.^\^,^-.,•<^x%"^^\ ^^•-i;'^"^-^o-C/^,CORPPRATERENTER DRIVELINE TABLE(NO)1234567BEARINGSOO°09'52"ES44°55'28"WN14°59'21"WN38°41'31"EN33°28'42"ENOO°04'58"WS71°20'45"ELENGTH156.17'49.42'8.29'27.60'18.09'149.76'10,11'P.O.B.EXHIBIT "B" - PLATPLAT TO ACCOMPANY LEGAL DESCRIPTION FORPERMANENT SLOPE EASEMENTPORTION OF SEC. 29, T5S, R7E, SBMAPN 600-390-033 / JAMES & SHARON PAULSECT'] ON 29[?"^lAWhfe 48-*'V/^viciNmr MAPNOT TO SCALE-^6W 1/4;SECTION 29:li!SS£LinLOCATION MAPNOT TO SCALEBE'WIN DANIEL EGAN, PLS 8756PREPARED 09/13/2018SHEET 1 OF 150250
EXHIBIT "D"AFFIDAVIT OF NON-FOREIGN ENTITYTO: CITY OF LA QUDWA ("Buyer")The Internal Revenue Code of 1954 ("Code") (26 U.S.C. Sections 1445, 7701) provides that atransferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.To inform the transferee that withholding of tax is not required upon transfer of that certain U.S.real property interest described in Exhibit "A" to the Agreement for Purchase and Sale and EscrowInstructions dated _, 2018, and incorporated herein by reference ("Property"),that the undersigned ("Seller") hereby certifies the following:1. Seller is not a foreign corporation, foreign partnership, foreign tmst or foreign estate (asthose terms are defined in the Internal Revenue Code and Income Tax Regulations); and2. The U.S. taxpayer identification number for Seller is <^'3>"'^7^S^ •Q ) / ', and3. The address for mailing purposes of Seller is: ^'f^ H ^ ^^jtfw^. f^M^ ^>A-' ;and ^ (Sj^^, ^ ^'2-Z <, 34. Seller understands that this certification may be disclosed to the Internal Revenue Serviceby Buyer and that any false statement contained herein could be punished by fine,imprisonment, or both.Under penalty of perjury, I declare that I have examined this Certification and to the best of myknowledge and belief, it is true, correct, and complete, and I further declare that I have authorityto sign this document on behalf of Seller.
TABLE OF CONTENTSPage1. PROPERTY.....................................................................................................................^2. PURCHASE PRICE........................................................................................................^2.1 Amount.................................................................................................................!2.2 Deposit.................................................................................................................^2.3 Balance of Purchase Price ....................................................................................23. ESCROW.........................................................................................................................^3.1 Opening of Escrow...............................................................................................!3.2 Escrow Instructions ..............................................................................................24. TITLE MATTERS............................................................................................................25. RIGHT OF ENTRY.......................................................................................................... 36. CLOSE OF ESCROW.....................................................................................................^6.1 Close of Escrow; Closing Date.............................................................................46.2 Recordation; Release of Funds and Documents..................................................^7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER............. 47.1 Buyer's Obligations.............................................................................................^7.2 Seller's Obligations .............................................................................................. 58. TITLE INSURANCE POLICY........................................................................................ 58.1 Title Policy............................................................................................................ 58.2 Payment for Title Policy....................................................................................... 59. REAL PROPERTY TAXES AND ASSESSMENTS...................................................... 610. CONDITIONS PRECEDENT TO CLOSING ................................................................. 610.1 Conditions Precedent to Buyer's Obligations....................................................... 610.2 Conditions Precedent to Seller's Obligations....................................................... 610.3 Termination of Agreement and Escrow................................................................ 711. NOTICE OF DEFAULT.................................................................................................. 712. REMEDIES ON DEFAULT............................................................................................ 713. POSSESSION................................................................................................................... 814. ALLOCATION OF COSTS............................................................................................. 814.1 Buyer's Costs........................................................................................................ 8a07/15/19 -l-
Pase14.3 Miscellaneous Costs............................................................................................. 816. DAMAGE......................................................................................................................... 817. HAZARDOUS MATERIALS.........................................................................................^18. COVENANTS OF SELLER............................................................................................ 919. MISCELLANEOUS....................................................................................................... 1019.1 Assignment......................................................................................................... 1019.2 Notices................................................................................................................ 1019.3 Fair Meaning....................................................................................................... 1019.4 Headings............................................................................................................. 1019.5 Choice of Laws; Litigation Matters.................................................................... 1019.6 Nonliability of Buyer and Seller Officials.......................................................... 1119.7 Gender; Number................................................................................................. 1119.8 Survival............................................................................................................... 1119.9 Time of Essence..................................................................................................1119.10 Time Period Computations.................................................................................1119.11 Waiver or Modification...................................................................................... 1119.12 Broker's Fees...................................................................................................... 1119.13 Duplicate Originals............................................................................................. 1119.14 Severability.........................................................................................................ll19.15 Exhibits............................................................................................................... 1219.16 Authority............................................................................................................. 1219.17 Entire Agreement; Amendment.......................................................................... 12EXHIBITSExhibit "A" Legal Description of PropertyExhibit "B" Plat of PropertyExhibit "C" Form of Easement DeedExhibit "D" Form of Affidavit ofNon-Foreign Entitya07/15/19-11-