CV Land/Purchase Agreement 95AGREEMENT FOR
PURCHASE AND SALE OF REAL PROPERTY
BY AND BETWEEN
COACHELLA VALLEY LAND, A CALIFORNIA LIMITED PARTNERSHIP,
SELLER
Gn�R�
LA QUINTA REDEVELOPMENT AGENCY,
BUYER
TABLE OF CONTENTS
1. PURCHASE PRICE....................................................................................................... 2
1.1 Purchase Price.................................................................................................. 2
1.2 Payment of Purchase Price................................................................................ 3
1.3 Seller's Quitclaim of FF&E................................................................................ 3
2. ESCROW.................................................................................................................... 3
2.1 Opening of Escrow........................................................................................... 3
2.2 Escrow Instructions........................................................................................... 4
2.3 Closing of Escrow............................................................................................. 4
2.4 Recordation and Delivery of Documents.......................................................... 4
3. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER ....................... 5
3.1 Buyer's Obligations.......................................................................................... 5
3.2 Seller's Obligations.......................................................................................... 5
4. CONDITION OF TITLE AND POSSESSION................................................................. 6
4.1 Condition of Title............................................................................................. 6
4.2 UCC Search..................................................................................................... 7
4.3 Tenant's Estoppel Agreement............................................................................ 7
5. TITLE INSURANCE POLICY........................................................................................ 8
5.1 Title Policy....................................................................................................... 8
5.2 Payment for Title Policy.................................................................................... 8
6. PRORATION OF REAL PROPERTY TAXES AND ASSESSMENTS .................................. 8
7. ALLOCATION OF COSTS........................................................................................... 9
7.1 Buyer's Costs.................................................................................................... 9
7.2 Seller's Costs.................................................................................................... 9
8. CONDITIONS PRECEDENT TO CLOSING................................................................ 10
8.1 Conditions Precedent to Buyer's Obligations .................................................. 10
8.2 Failure of Buyer's Conditions.......................................................................... 11
8.3 Conditions Precedent to Seller's Obligations................................................... 11
8.4 Failure of Seller's Conditions.......................................................................... 11
a
10
TABLE OF CONTENTS
(Continued)
REPRESENTATIONS AND WARRANTIES.................................................................. 12
9.1 Warranties and Representations by Seller........................................................ 12
9.2 Warranties and Representation by Buyer......................................................... 15
MISCELLANEOUS..................................................................................................... 16
10.1 Assignment.................................................................................................... 16
10.2 Attorney's Fees............................................................................................... 16
10.3 Notices.......................................................................................................... 17
10.4 Fair Meaning.................................................................................................. 17
10.5 Headings........................................................................................................18
10.6 Choice of Laws............................................................................................... 18
10.7 Successors......................................................................................................18
10.8 Gender; Number............................................................................................ 18
10.9 Survival..........................................................................................................18
10.10 Time of Essence.............................................................................................. 18
10.11 Waiver or Modification.................................................................................. 18
10.12 Duplicate Originals........................................................................................ 18
10.13 Severabi I ity.................................................................................................... 19
10.14 Real Estate Commissions................................................................................ 19
10.15 Exhibits.......................................................................................................... 19
10.16 Entire Agreement............................................................................................ 19
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ("Agreement") is made as
of this l �o f �' day of hi a � 1995, (the "Effective Date"), by and between
Coachella Valley Land, A California Limited Partnership ("Seller"), and the La Quinta Redevelopment
Agency, a public body corporate and politic ("Buyer").
RE-CIIAIS:
A. Seller is the fee owner of those certain real properties, referred to as fifty (50) single
family homes, located in the Cove Section of the City of La Quinta, County of Riverside, State of
California, more particularly described in Exhibit "A" attached hereto and incorporated herein by this
reference (the "Real Property"), including the buildings and improvements constructed on the land
(collectively, the "Improvements"), and has an interest in the furnishings, fixtures, and equipment
located in, on, or under the Real Property and the Improvements which are specifically identified in
Exhibit "B" attached hereto and incorporated herein by this reference (collectively, the "FF&E"). The
Real Property, Improvements, and Seller's interest in the FF&E are hereinafter collectively referred to as
the "Properties".
B. A Petition of Bankruptcy has been filed by Seller in the United States Bankruptcy Court,
District of Nevada, on January 12, 1994, Case NO. 94-31796. Seller and Buyer acknowledge that the
Properties are in the Bankruptcy Estate and that this Agreement is subject to the approval of the
governing Bankruptcy Court.
C. Buyer desires to purchase and Seller desires to sell the Properties on the terms and
conditions set forth herein.
D. Buyer has set aside certain funds required by Health and Safety Code Section 33334.2
for purposes of increasing, improving, and preserving low and moderate income housing available at
affordable housing costs and in carrying out its housing activities, the Buyer is authorized to acquire
and improve land or building sites with onsite and offsite improvements, to develop affordable housing,
and to provide subsidies to or for the benefit of low and moderate income persons.
laquintak0cont 1 $/8/9$
E. Seller desires to sell the Property subject to the terms and provisions contained herein
and Buyer desires to purchase the Property with funds from its Low and Moderate Income Housing
Fund for purposes of developing low and moderate income housing consistent with the requirements
of Section 33334.2 of the Health and Safety Code.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants herein
contained, Seller and Buyer hereby agree as follows:
CQYENA_NT_.a:
1.1 Purchase Price. Subject to all of the terms and conditions set forth herein, Buyer
hereby agrees to purchase the Properties from Seller and Seller agrees to sell the Properties to Buyer for
the purchase price ("Purchase Price") of Four Million Four Hundred Thousand Dollars ($4,400,000.00)
Seller and Buyer intend and agree that the Purchase Price to be paid by Buyer to Seller
for the Properties includes Four Million Four Hundred Thousand Dollars ($4,400,000) in compensation
for all of the Real Property, the Improvements, and Seller's interest in the FF&E, severance damages, if
any, precondemnation damages, if any, costs, interest, attorney's fees, any claim for Seller's moving
expenses and relocation assistance or benefits, Seller's alleged loss of business goodwill, the settlement
of all past, present and future claims, legal and equitable causes of action and demands of Seller against
Buyer, the City of La Quinta ("City"), and all other compensable interests, of whatever kind and nature
which exist or may arise out of or in any manner related to the Buyer's acquisition of the Properties
from Seller for redevelopment or any other public purposes. Seller acknowledges that Buyer would not
enter into this Agreement but for the Seller's agreement that the compensation to be provided
hereunder shall be the sole and exclusive compensation due Seller for the acquisition of the Properties,
and that Buyer is relying upon such assurance by Seller. Other than full payment of the Purchase Price
(less the "Security Deposit Amount"), Seller knowingly waives all rights it has or may have, if any, to
any other compensation, claim, or right of action from or against Buyer and agrees to indemnify,
defend, and hold harmless Buyer, the City, and their officers, employees and agents, from and against
any claims, losses, and liabilities for additional compensation alleged to be due to Seller or any third
party claiming through, or as a successor or assignee of, Seller. If requested by Buyer, Seller agrees it
laquintakvlcont 2 5/8/95
shall execute any and all releases, waivers, or other documents necessary to evidence the Seller's
disclaimer to any additional compensation, exclusive of the payment of the Purchase Price. In
addition, Seller agrees that it shall execute a "Release and Waiver" or other documents necessary to
evidence its disclaimer of any right to further compensation from the Buyer, in a form substantially
similar to the attached and hereby incorporated Exhibit "E". Further, the parties hereby knowingly
acknowledge and agree that the Escrow (defined in Section 2) shall not close unless and until such
Release and Waiver (Exhibit "E") is properly executed by Seller and the appropriate court has approved
this Agreement.
1.2 Payment of Purchase Price. The Purchase Price of $4,400,000 includes the Buyers
assumption of the First Deeds of Trust and corresponding promissory notes of record in the
approximate amount of $3,161,464, junior Deeds of Trust and corresponding promissory notes that are
in favor of the Buyer and recorded against the Properties in the approximate amount of $1,000,000,
with the balance of the Purchase Price applying to all other financial encumbrances including all other
junior Deeds of Trust and corresponding promissory notes, less an amount equal to the total amount of
all security deposits and prepaid month's rent made by all tenants of the Properties pursuant to and as
evidenced by their Leases and for which Buyer may be liable ("Security Deposit Amount"), shall be
payable in cash at close of the "Escrow" (as hereinafter defined).
1.3 Seller's Granting of Properties including FF&E. As a condition precedent to the close of
the "Escrow" (as hereinafter defined), Seller shall execute a Grant Deed to the Buyer of all of Seller's
interest in the Properties and FF&E (as identified in Exhibit "A" and "B")
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2.1 Opening of Escrow. Within five (5) days after the Effective Date of this Agreement,
Buyer shall open an escrow (the "Escrow") for the sale of the Properties with Dixie Escrow Company,
("Escrow Holder") at its office located at 78-457 Highway 111, La Quinta, California. The date Escrow
is opened (the "Escrow Opening Date") 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 Escrow Opening Date promptly following the opening of Escrow.
laquinta\cAcont 3 5/8/95
2.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute
escrow instructions to the 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 escrow instructions and the provisions of this Agreement, the provisions of this Agreement
shall supersede and be controlling.
2.3 Closing of Escrow. The Escrow shall close on the "Closing Date," which shall occur
no earlier than the later of May 31, 1995 or five (5) days after the date on which all of the Buyer's and
Seller's conditions to Closing set forth in Section 8 of this Agreement have been satisfied (or waived by
the appropriate party). If Escrow is not in a condition to close by July 31, 1995, either party not then in
default hereunder may elect to terminate this Agreement and the Escrow by giving written notice of
such termination to the other party and to the Escrow Holder. 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.
2.4 Recordation and Delivery of Documents. Escrow Holder is directed, on the Closing
Date, to record the Grant Deed transferring title to the Properties to Buyer, and any other documents,
including loan assumption approval by all lenders acknowledging Buyer as new Trustor for all
Properties, deeds of reconveyance for all financial encumbrances not assumed by Buyer, and quitclaim
deeds if necessary for title to the Properties to be conveyed to Buyer free and clear of all liens,
encumbrances, and other matters of record, except those matters specifically permitted under this
Agreement. Escrow Holder is further directed, on the Closing Date, to deliver (i) copies of the
documents to be recorded to both Seller and Buyer, (ii) the Purchase Price (less the financial
encumbrances assumed by Buyer, and the Security Deposit Amount), (iii) the Title Policy to Buyer (in
accordance with Section 5), and (iv) all other funds, instruments, or executed documents to the
appropriate party as may be necessary to comply with the terms of this Agreement.
laquintaWwnt 4 5i8i95
3.1 Buyer's Obligations. Buyer agrees to cooperate with Seller, following Seller's
compliance with the provisions of Section 3.2 below pertaining to the petition of Seller to request
Bankruptcy Court approval of this Agreement and secure lender approval of Buyer's assumption of the
First Deeds of Trust and corresponding promissory notes and the junior Deeds of Trust and
corresponding promissory notes in favor of Buyer. Buyer agrees that on or before 12:00 o'clock noon
two (2) business days prior to the Closing Date, Buyer shall deposit, or cause to be deposited with
Escrow Holder the following:
(a) Cash or certified cashier's check required to fulfill the terms of this Agreement,
less any obligation specified in Section 1.2 the Security Deposit Amount; and
(b) Any and all additional funds, instruments or other documents required from
Buyer (executed and acknowledged, if appropriate) as may be necessary in order for the Escrow
Holder to comply with the terms of this Agreement; and
(c) An executed Deed of Acceptance in the form of Exhibit "F."; and
3.2 Seller's Obligations. Within ten (10) days of the Escrow Opening Date, Seller shall
deliver to Buyer a Petition approved by the Bankruptcy Court approving this transaction and the terms
of the Agreement. Seller agrees that within ten (10) days of the execution of this Agreement, Seller
shall deliver to Buyer true, complete and accurate copies of all of the Leases. Seller agrees that on or
before 12:00 o'clock noon two (2) days prior to the Closing Date, Seller shall deposit or cause to be
deposited with Escrow Holder each of the following:
(a) An executed and recordable Grant Deed (attached hereto as Exhibit "C")
conveying fee simple good and marketable title to the Properties including any claim or interest
in the FF&E to Buyer free and clear of all liens, encumbrances, assessments and other
exceptions to title, subject only to the permitted First Trust Deeds of Record, those junior Trust
Deeds in favor of the Buyer, Title Exceptions described in Section 4.1 below; and
laquintakvlcont 5 5/8/95
and
(b) The certification of nonforeign status in the form attached hereto as Exhibit "D";
(c) A Release and Waiver Agreement executed by Seller substantially in the form of
Exhibit "E"; and
(d) A Petition by the Seller and approved by the Bankruptcy Court approving this
transaction and the terms of the Agreement (Exhibit "G"); and
(e) Executed individual Tenant Estoppel Certificates for the Properties in the form
attached hereto as Exhibit "H"; and
(f) Written confirmation and documentation of the Security Deposit Amounts and
prepaid rents; and
(g) All other funds, items, and instruments required from Seller (executed and
acknowledged where appropriate) as may be necessary in order for Escrow Holder to comply
with the provisions of this Agreement.
4.1 Condition of Title. Within five (5) days after the Effective Date of this Agreement,
Seller shall order a current Preliminary Title Report issued by Orange Coast Title Insurance Company
(the "Title Company"), and if requested by Buyer, accurate and complete copies of all documents
reflected and/or referenced in said Preliminary Title Report as defects in or exceptions to title (the "Title
Documents"). Buyer's obligation to purchase the Properties and close the Escrow is subject to Buyer's
written approval (or waiver), in Buyer's sole discretion, of all title defects and exceptions reflected in
the Title Documents (collectively, the "Title Matters") within fifteen (15) days after Buyer's receipt of all
Title Documents (the "Title Approval Period"). Except for those Deeds of Trust assumed by Buyer,
Buyer shall be deemed to have disapproved all other monetary liens and encumbrances which are
defects or exceptions to title, and Seller hereby covenants to eliminate and remove of record all such
laquintakvlcont 6 5/8/95
monetary liens, encumbrances prior to the Closing Date. If Buyer does not notify Seller in writing of its
approval or disapproval of any other Title Matters within the Title Approval Period, Buyer shall be
deemed to have disapproved all such other Title Matters.
Within five (5) days after receipt of Buyer's disapproval of any of the Title Matters or, if
Buyer does not notify Seller in writing of its approval or disapproval of the Title Matters within the Title
Approval Period, within fifteen (15) days after Seller delivers the Title Documents to Buyer as provided
above, Seller shall notify Buyer whether Seller is willing to and covenants to eliminate and have
removed of record such disapproved Title Matters prior to the Closing Date. If Seller covenants to have
all of the disapproved Title Matters eliminated and removed of record prior to the Closing Date, the
provisions of this Section 4.1 shall be deemed satisfied upon Seller's delivery of title to the Real
Property and the Improvements free of those disapproved Title Matters. If Seller does not agree to
eliminate and remove of record all disapproved Title Matters within the time set forth above, then
Buyer may, at its sole option, within ten (10) days after the expiration of Seller's response period, give
Seller notice of Buyer's election to either terminate the Agreement with no liability for either party or
waive its objection to the disapproved Title Matters which Seller has not covenanted to eliminate and
remove of record. Nothing herein contained shall be construed to permit Seller to not eliminate and
remove of record all monetary liens and encumbrances not assumed by Buyer.
On the Closing Date, the only exceptions to Buyer's title to the Real Property and the
Improvements shall be those Title Matters approved or waived by Buyer in accordance with this
Section 4.1 (hereinafter, collectively, the "Permitted Title Exceptions"). Seller shall remove or cause to
be removed all other liens, encumbrances, and other exemptions to title by the Closing Date.
4.2 UCC Search. Within ten (10) days after the Effective Date of this Agreement, Buyer
may obtain or cause to be obtained at Buyer's expense at UCC-1 search from the Office of the
California Secretary of State and indicate to Buyer, in writing any filed liens or encumbrances against
the FF&E.
4.3 Tenant's Estoppel Certificate. Seller shall deliver for Buyer's review and approval
individual fully executed Tenant's Estoppel Certificates for all Properties in the form attached as Exhibit
"H" within fifteen (15) days of the Effective Date.
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5.1 Title Policy. At the Closing Date, Seller shall have taken all steps necessary to place
title to the Properties in the condition required by this Agreement in order for the Buyer to obtain a
standard form CLTA policy of title insurance ("Title Policy"), issued by the Title Company, as insurer, in
favor of Buyer, as insured, with liability in the full amount of the Purchase Price (or other value or
coverage as directed by the Buyer), insuring fee simple marketable title to the Real Property and the
Improvements in Buyer subject only to: (i) the Permitted Title Exceptions authorized hereunder or
approved by Buyer pursuant to Section 4; and (ii) the standard printed conditions and exceptions
contained in the CLTA policy of title insurance regularly issued by the Title Company.
5.2 Payment for Title Policy. Seller agrees that it shall bear the cost of the Title Policy
insuring title to the Real Property and Improvements.
All nondelinquent general assessments and special real property taxes shall be prorated to the
Closing Date on the basis of a thirty (30) day month and a three hundred sixty-five (365) day year.
When the proration is made as called for above, the proration is to be based on the tax statement last
available to Escrow Holder. At least three (3) business days prior to the Closing Date, Escrow Holder
shall advise Seller of Escrow Holder's estimate of the net deficit, if any, to Seller resulting from such
proration. If the Seller is assessed funds pursuant to this Section, cash equal to said amount shall be
deposited with Escrow Holder two (2) business days prior to the Closing Date. All rent received in the
month of Closing shall be prorated to the Closing Date based upon a thirty (30) day month.
laquinta\c0cont 8 5/8/95
7.1 Buyer's Costs. Buyer shall pay the following costs:
(a) Unless otherwise provided pursuant to this Agreement or by law, Buyer's own
attorney's fees incurred in connection with this Agreement and the transactions contemplated
hereby; and
(b) All loan assumption costs of loans Buyer elects to assume, closing and recording
costs for the Grant Deed and loan assumption documents associated with the sale of the
Properties except those assigned to Seller under this Agreement; and
7.2 Seller's Costs. Seller shall pay:
(a) All of the Escrow Holders escrow fees and related escrow expenses; and
(b) All encumbrances to place title to the Properties in the condition required by
this Agreement at the Closing Date (fee simple marketable title free and clear of liens,
encumbrances and other matters of record, except those matters specifically permitted under
this Agreement);
(c) Seller's own attorney's fees in connection with this Agreement and the
transactions contemplated hereby.
(d) The cost of the Title Policy insuring the Properties; and
(e) All transfer taxes, if any, in connection with the conveyance of the Properties
from Seller to Buyer in the amount required to be paid by law.
laquintakvlc nt 9 5/8/95
(f) All loan payoff costs of loans Buyer elects not to assume, closing and recording
costs associated with the sale of the Properties, which may include but not be limited to
reconveyances, Bankruptcy Court approval, except those assigned to Buyer under this
Agreement.
8.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this
Agreement shall be subject to Buyer's satisfaction or written and signed waiver of each of the following
conditions precedent (collectively the "Buyer's Conditions to Closing") on or before the Closing Date or
such earlier date specifically provided:
(a) At the Closing Date, the Title Company shall be irrevocably committed to issue
the Title Policy issuing fee title to be Real Property and the Improvements as being vested in
Buyer subject only to the Approved Title Exceptions;
(b) At the Closing Date, Escrow Holder holds and will deliver to Buyer the
instruments to be delivered and funds, if any, accruing to Buyer pursuant to this Agreement;
(c) All representations and warranties by the Seller in this Agreement or in any
written statement that shall be delivered to Buyer by Seller under this Agreement shall be true
on and as of the Closing Date as though made at that time; and
(d) Seller has performed, in the time and manner specified, all of its obligations
under this Agreement.
(e) Seller has received and delivered to Escrow Holder the Bankruptcy Court's
written approval of this transaction and Agreement and terms.
(f) Seller has delivered and Buyer has approved Tenant Estoppel Certificates from
each Tenant occupying any portion of the Properties.
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8.2 Failure of Buyer's Conditions. In the event that Buyer is not in default hereunder but
any of the 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, in addition to asserting
or claiming any other right or remedy Buyer may have at law or in equity for Seller's breach of default
hereunder, terminate this Agreement. In the event Buyer elects to terminate this Agreement as
provided herein, all documents and funds, if any, delivered by one party to the other party, or to
Escrow Holder, shall be returned to the parry making delivery.
8.3 Conditions Precedent to Seller's Obligations. The obligations of Seller under this
Agreement shall be subject to Seller's satisfaction or written and signed waiver of each of the following
conditions precedent (collectively, the "Seller's Conditions to Closing") on or before the Closing Date:
(a) Escrow Holder holds and will deliver to Seller the instruments to be delivered
and funds, if any, accruing to Seller pursuant to this Agreement;
(b) All representations and warranties by the Buyer in this Agreement or in any
written statement that shall be delivered to Seller by Buyer under this Agreement shall be true
on and as of the Closing Date as though made at that time; and
(c) Buyer has performed, in the time and manner specified, all of its obligations
under this Agreement.
8.4 Failure of Seller's Conditions. In the event that Seller is not in default hereunder but
any of the 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, in addition to asserting
or claiming any other right or remedy Seller may have at law or in equity for Buyer's breach or default
hereunder, terminate this Agreement. In the event Seller elects to terminate this Agreement as provided
herein, all documents and funds, if any, delivered by one party to the other, or to Escrow Holder, shall
be returned to the party making delivery.
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(a) Seller hereby makes the following representations, covenants, and warranties for
the benefit of Buyer, and Buyer's successors and assigns, and acknowledges that the execution
of this Agreement by Buyer has been made, and the acquisition by Buyer of the Properties will
have been made, in MATERIAL reliance by Buyer on such covenants, representations, and
warranties:
(i) Except as United State Bankruptcy Court District of Nevada Case No. 94-
31796 which requires court approval under the conditions of this Agreement, as of the
effective date of this Agreement, there are no pending or threatened claims or lawsuits
of any kind, whether for personal injury, property damage, landlord -tenant disputes,
property taxes, or otherwise, that could adversely affect the operation or value of the
Properties or prohibit the sale thereof, and there is no governmental investigation of any
type or nature, pending or threatened, against or relating to the Properties or the
transactions contemplated hereby.
0i) The Close of Escrow will not constitute or result in any default or event
that with notice or the lapse of time, or both, would be a default, breach or violation of
any lease, mortgage, deed of trust, or other agreement, instrument or arrangement by
which Seller or the Properties are bound or any event which would permit any party to
terminate an agreement or accelerate the maturity of any indebtedness or other
obligation.
(iii) The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby will not violate any provision of, or require any
consent, authorization, or approval under, any law or administrative regulation or any
other order, award, judgment, writ, injunction, or decree applicable to, or any
governmental permit or license issued to Seller relating to the Properties.
laquinta\Mcont 12 5/8/95
(iv) Seller has no actual knowledge and has received no notice concerning
the soils conditions, subsurface structures, or other physical matters in, on, or under the
Properties which would preclude, substantially impair, or render economically
infeasible the development of the Properties. In addition, Seller has received no notice
of and has no actual knowledge of any Hazardous Substances (as hereinafter defined)
on any part of the Properties or any on -site spills, releases, discharges or disposal or
Hazardous Substances which have occurred, or are presently occurring, on any of the
Properties, or any property immediately adjoining the Properties, or of any spills or
disposal of Hazardous Substances that have occurred or are presently occurring off of
the Properties as a result of any activities on the Properties. As used herein, the term
"Hazardous Substances" shall be defined as any substance or material defined or
designated as hazardous or toxic waste, hazardous or toxic material, a hazardous or
toxic substance, or other similar term, by any federal, state, or local environmental
statute regulation, or ordinance presently in effect. Seller shall provide to Buyer,
without charge, copies of all reports, studies, surveys, and other date and information on
the physical condition of the Properties which are in the possession of the Seller.
(v) Seller is the owner of the Real Property and the Improvements and, at
the Closing Date, the Real Property and the Improvements will be free from all Title
Matters which Seller agrees to eliminate and remove of record in accordance with
Section 4.1, and possession of the Real Property and the Improvements will be
delivered consistent with same, other than as permitted pursuant to the Approved Title
Exceptions.
NO Seller has disclosed to Buyer the identity of all tenants of the Properties
and has delivered to Buyer true, correct and complete copies of all of the Leases, and an
executed and certified rental statement indicating all rents paid during the month of the
Closing Date. The Security Deposit Amount accurately reflects the total amount of all
security deposits made by tenants of the Properties pursuant to their Leases, and for
which Buyer may be liable.
laquinta\c0cont 13 5/8/95
(vii) No representation, warranty or covenant of Seller in this Agreement, or
in any document or certificate furnished or to be furnished to Buyer pursuant to this
Agreement, contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements contained herein or
therein not misleading.
(viii) If Seller becomes aware of any fact or circumstance which would
change or render incorrect, in whole or in part, any representation or warranty by Seller
under this Agreement, whether as of the date given or any time thereafter through the
Closing Date, and whether or not such representation or warranty was based on Seller's
knowledge and/or belief as of a certain date, Seller will give immediate written notice of
such changed facts or circumstances immediately to Buyer, provided that such notice
shall not release Seller of its liabilities or obligations with respect thereto.
(ix) Seller has retained a broker which will result in a fee or commission with
respect to the Properties covered in this Agreement.
(x) This Agreement has been duly executed by Seller and constitutes a valid,
binding, and enforceable obligation of Seller.
(b) All representations and warranties contained in subsection (a) of this Section 9.1
shall be true and correct on the date hereof, and on the Closing Date, and liability for breach of
any such warranty, representation, or covenant, wherever contained in this Agreement, shall
survive the execution of this Agreement and the Closing Date. It is agreed that Buyer's damages
resulting from misrepresentation or breach of warranty or covenant by Seller shall include all
loss, damage, liability, or expense, including court costs and reasonable attorney's fees,
reasonably incurred or sustained by Buyer in connection therewith.
laquintakvicont 14 5i8i95
(c) Seller shall indemnify, defend, and hold Buyer harmless from and against any
and all loss, damage, liability, or expense, including court costs and reasonable attorney's fees,
which Buyer may reasonably incur or sustain either prior to or following the Closing Date by
reason of or in connection with any misrepresentation made by or on behalf of Seller contained
in any certificate or other instrument furnished or to be furnished by Seller, or at its request
hereunder, or any breach of Seller's representations and/or warranties, or failure of Seller to
fulfill any covenants or agreements under this Agreement.
• �. .l '-4 •1 C
(a) Buyer hereby represents and warrants for the benefit of Seller, and Seller's
successors and assigns, that the following facts are true as of the execution of this Agreement
and will be true as of the Closing Date:
(i) Buyer has obtained the approval of the board members of the La Quinta
Redevelopment Agency necessary in connection with the execution of this Agreement
by Buyer or with the performance by buyer of Buyer's obligations hereunder.
(ii) Buyer's acquisition of the Properties from Seller will not violate any
agreement to which Buyer is a party.
(iii) Buyer has performed no acts which may result in any claim for a fee or
commission with respect to the Properties by any broker or finder claiming through
Buyer.
(iv) This Agreement has been duly executed by Buyer or its duly authorized
officers or agents and constitutes a valid, binding, and enforceable obligation of Buyer.
(b) All representations and warranties contained in subsection (a) of this Section 9.2
shall be true and correct on the date hereof, and on the Closing Date, and liability for breach of
any such warranty, representations, or covenants, wherever contained in this Agreement, shall
survive the execution and delivery of this Agreement and the Closing Date. It is agreed that
laquintakvlcont 15 5/8/95
Seller's damages resulting from misrepresentation or breach of warranty or covenant by Buyer
shall include all loss, damage, liability, or expense, including court costs and reasonable
attorney's fees, reasonably incurred or sustained by Seller in connection therewith.
(c) Buyer shall indemnify, defend, and hold Seller harmless from and against any
and all loss, damage, liability, or expense, including court costs and reasonable attorney's fees,
which Seller may reasonably incur or sustain either prior to or following the Closing Date by
reason of or in connection with any misrepresentation made by or on behalf of Buyer contained
in any certificate or other instrument furnished or to be furnished by Buyer, or at its request
hereunder, or any breach of Buyer's representations and/or warranties, or failure of Buyer to
fulfill any covenants or agreements under this Agreement.
10.1 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. Other
than as set forth in this Paragraph 10.1, no provision of this Agreement or any transaction within its
purview is intended nor shall in any way be construed to benefit any party not a signatory hereto or to
create a third parry beneficiary relationship.
10.2 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 the Escrow or otherwise in
connection with the Properties, 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,
attorney's fees.
laquintak0cont 16 5i8i95
10.3 Notices. All notices under this Agreement shall be effective upon personal delivery, or
upon the third (3rd) business day after deposit in the United States mail, certified, postage fully prepaid
and addressed to the respective parties as follows:
To Buyer:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
With Copies To:
La Quinta Redevelopment Agency Legal Counsel
78-495 Calle Tampico
La Quinta, CA 92253
Attention: Dawn Honeywell
With Copies To:
Rosenow Spevacek Group, Inc.
540 North Golden Circle, Suite 305
Santa Ana, California 92705
Attention: John Yonai
To Seller:
Coachella Valley Land Company
C/O La Quinta Properties
78-150 Calle Tampico, Suite 230
La Quinta, California 92253
Attn. Byron Radaker
With Copies To:
or to such other address or addresses as the parties may from time to time designate in writing.
10.4 Fair Meaning. This Agreement shall be construed according to its fair meaning and as
if prepared by both parties hereto.
laquintakvlwnt 17 5/8/95
10.5 Headings. The headings at the beginning of each numbered paragraph of this
Agreement are solely for the convenience of the parties hereto and are not a part of this Agreement.
10.6 Choice of Laws. This Agreement shall be governed by the laws of the State of
California, and any questions arising hereunder shall be construed or determined according to such
law.
10.7 Successors. The terms, covenants, and conditions of this Agreement shall be binding
upon and, subject to the provisions of Section 11.1 herein, shall inure to the benefit of the heirs,
executors, administrators, and assigns of the respective parties hereto.
10.8 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.
10.9 Survival. This Agreement and all covenants, representations, and warranties contained
herein shall survive the Closing Date and shall remain a binding contract between the parties hereto.
10.10 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.
10.11 Waiver of Modification. A waiver of a provision hereof, or modification of any
provision herein contained, shall be effective only if said waiver or modification is in writing and
signed by both Buyer and Seller. No waiver of any breach or default by any party hereto shall be
considered to be a waiver of any other or subsequent breach or default unless expressly provided
herein or in the waiver.
10.12 Duplicate Originals. This Agreement may be executed in any number of duplicate
originals, all of which shall be of equal legal force and effect.
laquintakvlcont 18 5/8/95
10.13 Severability. If any term, covenant or condition of this Agreement or the application
thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term, covenant, or condition to persons,
entities, or circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
10.14 Real Estate Commissions. Seller acknowledges that it has retained a broker to
represent Seller in this transaction. Seller is solely responsible for any and all commissions and fees
due broker. Buyer warrants and represents that it is not represented by a broker in the transaction
which is the subject of this Agreement. Seller and Buyer mutually agree to and do hereby indemnify
and hold the other harmless from and against any and all costs, liabilities, losses, damages, claims,
causes of action or proceedings which may result from any broker, agency or finder, licensed or
otherwise which it has employed in connection with the transactions covered by Agreement.
10.15 Exhibits. The following exhibits are attached hereto and incorporated herein by this
reference.
A. Legal Description of the Properties
B. List of Furnishing, Fixtures and Equipment to be Sold to Buyer
C. Grant Deed
D. Transferor's Certification of Nonforeign Status
E. Release and Waiver Agreement
F. Deed Acceptance
G. Petition by the Seller and Approval by the Bankruptcy Court of Approval of This
Transaction and the terms of this Agreement
H. Tenant Estoppel Certificate
10.16 Entire Agreement. This Agreement and the exhibits incorporated herein contain the
entire agreement of Buyer and Seller with respect to the matters contained herein. 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.
laquinta\Mcont 19 5/8/95
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 the
year first written above.
COACHELLA VALLEY LAND, A LIMITED
4NEHIP
By:
By:
("Seller")
LA QUINTA REDEVELOPMENT AGENCY, A
PUBLIC BODY CORPORATE AND POLITIC
By:
Executive Director
("Buyer")
Att s .
laquintakvicont 20 5/8/95
EXHIBIT A
LEGAL DESCRIPTION
Lot 7, in Block 154 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in
Book 18, Page 99 of Maps, Records of Riverside County, California.
Lot 4, in Block 235 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in
Book 20, Page 24 of Maps, Records of Riverside County, California.
Lot 9, in Block 66 of Santa Carmelita at Vale La Quinta Unit No. 6, as shown by Map on file in
Book 18, Page 67 of Maps, Records of Riverside County, California.
Lot 4, in Block 231 of Santa Carmelite at Vale La Quinta Unit No. 22, as shown by Map on file in
Book 20, Page 24 of Maps, Records of Riverside County, California.
Lot 23, in Block 237 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in
Book 20, Page 24 of Maps, Records of Riverside County, California.
Lot 16, in Block 251 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in
Book 20, Page 25 of Maps, Records of Riverside County, California.
Lot 8, in Block 175 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in
Book 19, Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 10, in Block 205 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in
Book 19, Page 38 of Maps, Records of Riverside County, California.
Lot 9, in Block 175 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in
Book 19, Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 12, in Block 225 of Santa Carmelita at Vale La Quinta Unit No. 21, as shown by Map on file in
Book 20, Page 22 of Maps, Records of Riverside County, California.
Lot 11, in Block 77 of Santa Carmelite at Vale La Quinta Unit No. 10, as shown by Map on file in
Book 18, Page 70 of Maps, Records of Riverside County, California.
EXHIBIT A
Page 1
J3-195 Avenida Alvarado
Lot 10, in Block 176 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in
Book 19, Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 12, in Block 283 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in
Book 26, Page 50 of Maps, Records of Riverside County, California.
Lot 17, in Block 312 of Santa Carmelita at Vale La Quinta Unit No. 28, as shown by Map on file in
Book 19, Pages 59 and 60 of Maps, Records of Riverside County, California.
Lot 2, in Block 244 of Santa Carmelite at Vale La Quints Unit No. 23, as shown by Map on file in
Book 20, Page 25 of Maps, Records of Riverside County, California.
Lot 23, in Block 261 of Santa Carmelita at Vale La Quints Unit No. 24, as shown by Map on file in
Book 19, Pages 44 and 45 of Maps, Records of Riverside County, California.
Lot 6, in Block 147 of Santa Carmelita at Vale La Quinta Unit No. 15, as shown by Map on file in
Book 18, Page 92 of Maps, Records of Riverside County, California.
Lot 1, in Block 244 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in
Book 20, Page 25 of Maps, Records of Riverside County, California.
Lot 6, in Block 157 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in
Book 18, Page 99 of Maps, Records of Riverside County, California.
Lot 4, in Block 3 of Santa Carmelita at Vale La Quinta Unit No. 1, as shown by Map on file in Book
18, Page 46 of Maps, Records of Riverside County, California.
Lot 11, in Block 199 of Santa Carmelita at Vale La Quinta Unit No. 19, as shown by Map on file in
Book 19, Pages 33 and 34 of Maps, Records of Riverside County, California.
Lot 7, in Block 166 of Santa Carmelita at Vale La Quinta Unit No. 17, as shown by Map on file in
Book 19, Pages 19 and 20 of Maps, Records of Riverside County, California.
EXHIBIT A
Page 2
33-540 Avenida Carranza
Lot 22, in Block 232 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in
Book 20, Page 24 of Maps, Records of Riverside County, California.
Lot 3, in Block 29 of Santa Carmelita at Vale La Quinta Unit No. 2, as shown by Map on file in
Book 18, Pages 55 and 56 of Maps, Records of Riverside County, California.
Lot 22, in Block 146 of Santa Carmelita at Vale La Quinta Unit No. 15, as shown by Map on file in
Book 18, Page 92 of Maps, Records of Riverside County, California.
Lot 5, in Block 147 of Santa Carmelita at Vale La Quinta Unit No. 15, as shown by Map on file in
Book 18, Page 92 of Maps, Records of Riverside County, California.
Lot 14, in Block 151 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in
Book 18, Page 99 of Maps, Records of Riverside County, California.
Lot 6, in Block 166 of Santa Carmelita at Vale La Quinta Unit No. 17, as shown by Map on file in
Book 19, Page 20 of Maps, Records of Riverside County, California.
Lot 5, in Block 218 of Santa Carmelita at Vale La Quinta Unit No. 21, as shown by Map on file in
Book 20, Page 22 of Maps, Records of Riverside County, California.
Lot 9, in Block 221 of Santa Carmelita at Vale La Quinta Unit No. 21, as shown by Map on file in
Book 20, Page 22 of Maps, Records of Riverside County, California.
Lot 3, in Block 237 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in
Book 20, Page 24 of Maps, Records of Riverside County, California.
Lot 15, in Block 247 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in
Book 20, Page 25 of Maps, Records of Riverside County, California.
Lot 7, in Block 210 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in
Book 19, Page 38 of Maps, Records of Riverside County, California.
EXHIBIT A
Page 3
$3-825 Avenida Juarez
Lot 5, in Block 198 of Santa Carmelita at Vale La Quinta Unit No. 19, as shown by Map on file in
Book 19, Pages 33 and 34 of Maps, Records of Riverside County, California.
Lot 5, in Block 99 of Santa Carmelita at Vale La Quinta Unit No. 11, as shown by Map on file in
Book 18, Page 75 of Maps, Records of Riverside County, California.
Lot 13, in Block 161 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in
Book 18, Page 99 of Maps, Records of Riverside County, California.
Lot 4, in Block 292 of Santa Carmelita at Vale La Quinta Unit No. 26, as shown by Map on file in
Book 20, Page 50 of Maps, Records of Riverside County, California.
Lot 2, in Block 201 of Santa Carmelita at Vale La Quinta Unit No. 19, as shown by Map on file in
Book 19, Pages 33 and 34 of Maps, Records of Riverside County, California.
Lot 2, in Block 223 of Santa Carmelita at Vale La Quinta Unit No. 21, as shown by Map on file in
Book 20, Page 22 of Maps, Records of Riverside County, California.
Lot 10, in Block 95 of Santa Carmelita at Vale La Quinta Unit No. 11, as shown by Map on file in
Book 18, Page 75 of Maps, Records of Riverside County, California.
Lot 9, in Block 98 of Santa Carmelita at Vale La Quinta Unit No. 11, as shown by Map on file in
Book 18, Page 75 of Maps, Records of Riverside County, California.
Lot 3, in Block 150 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in
Book 18, Page 99 of Maps, Records of Riverside County, California.
Lot 13, in Block 156 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in
Book 18, Page 99 of Maps, Records of Riverside County, California.
Lot 11, in Block 156 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in
Book 18, Page 99 of Maps, Records of Riverside County, California.
EXHIBIT A
Page 4
Lot 6, in Block 165 of Santa Carmelita at Vale La Quinta Unit No. 17, as shown by Map on file in
Book 19, Page 19 of Maps, Records of Riverside County, California.
Lot 5, in Block 175 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in
Book 19, Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 9, in Block 205 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in
Book 19, Page 38 of Maps, Records of Riverside County, California.
Lot 24, in Block 237 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in
Book 20, Page 24 of Maps, Records of Riverside County, California.
Lot 9, in Block 247 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in
Book 20, Page 25 of Maps, Records of Riverside County, California.
Lot 2, in Block 214 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in
Book 19, Page 38 of Maps, Records of Riverside County, California.
EXHIBIT A
Page 5
EXHIBIT B
COACHELLA VALLEY LAND COMPANY, A CALIFORNIA LIMITED PARTNERSHIP
RECORDING REQUESTED BY: EXHIBIT "C"
La Quinta Redevelopment Agency
7845 Calle Tampico
La Qointa, CA 92253
WHEN RECORDED MAIL TO:
La Q mta Redevelopment Agency
78415 Calle Tampico
La Q inta, CA 92253
GRANT DEED Documentary Transfer Tax $0.00
FREE RECORDING REQUESTED
Essential to Acquisition by the La Quinta Redevelopment Agency, California
See Govt. Code 6103
FOR � VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, COACHELLA VALLEY LAND COMPANY, A CALIFORNIA
LIMITED PARTNERSHIP
hereby GRANT(S) to the LA QUINTA REDEVELOPMENT AGENCY, A PUBLIC BODY CORPORATE AND POLITIC
all right, title and interest in and to the real property and all right, title and interest in and to the improvements pertaining to the realty which
area tached or affixed in any manner to the following described real property (Exhibit "A") specifically including, but not limited to the items
in Ex ibit "B", "Improvements pertaining to the Realty" (fixtures and equipment), attached hereto and by this reference made a part hereof,
whici either generally or for purposes of this deed are part of those parcels of real property in the City of La Quinta, County of Riverside,
State of California, as described as follows:
SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND
BY THIS REFERENCE MADE A PART HEREOF
Gran or for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized
Improvement Pertaining to the Realty conveyed by this Grant Deed free from all liens and encumbrances, and 2) Grantor will defend the
title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and
claims of all persons.
COACHELLA VALLEY LAND COMPANY, A CALIFORNIA
LIMITED PARTNERSHIP
Date BY:
BY:
State �of California)
Coun1tv of
On before me,
personally appeared
❑ personally known—t-o-m--e--WO 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 hi /her/their signature(s) on the instrument the person(s), or the entity upon behalf of
whico the person(s) acted, executed the instrument.
WITt}1ESS my hand and official seal. (SEAL)
Signature:
PrintlName Commission Expires
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUALS
❑ CORPORATE OFFICER(S
❑ PARTNERS
❑ ATTORNEY -IN -FACT
❑ TRUSTEE(S)
❑ SUBSCRIBING WITNESS
❑ GUARDIAN/CONSERVATOR
❑ OTHER:
SIGNER IS REPRESENTING:
(Name Of Person(s) Or Entities)
EXHIBIT B
!`/1 A!`IJC11 A I/AI I CV 1 AAlfl lYILADA AIV A !'AI ICl1DAIIA I IAAITCII DA DTAI CDCLJ ID
EXHIBIT "D"
AFFIDAVIT OF NON -FOREIGN ENTITY
To inform that withholding of tax under Section 1445 of the
Inte nal Revenue Code of 1986, as amended ("Code") will not be required upon the transfer of certain real
property to Transferee by COACHELLA VALLEY LAND COMPANY, A CALIFORNIA LIMITED PARTNERSHIP (the
"Transferor"), the undersigned hereby certifies the following on behalf of the Transferor
1. The Transferor 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. The Transferor's U.S. taxpayer identification number is: ;
3. The address for mailing purposes of Transferor is: ;
Transferor understands that this Certification may be disclosed to the Internal Revenue Service and Franchise Tax
Boaid by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or
Und r penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and
bell f, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of
Transferor.
COACHELLA VALLEY LAND COMPANY, A CALIFORNIA
LIMITED PARTNERSHIP
By:
EXHIBIT "E"
Coachella Valley Land Company, a California Limited Partnership (the "Seller"), hereby releases as of the
close of escrow, to the Redevelopment Agency of the City of La Quinta (the "Buyer"), and its related entities,
officer, agents, contractors, attorneys, and employees, from all claims relating to the Properties acquired herein,
including any claims related to or arising out of the Affordable Housing Agreement dated March 3, 1993, First
Amendment To Affordable Housing Agreement dated July 27, 1993, and Affordable Housing Agreement dated
October 20, 1993 all between the Seller and William J. Cusack and Buyer, or arising out of or relating to the
acquisition of said Properties or the project for which said Properties are being acquired, including but not limited
to claims for just compensation, severance damages, inverse condemnation, precondemnation damages, loss of
goodwill, damages for violation of civil of constitutional rights, attorneys' fees, interest, relocation assistance and
benefits, fixtures and equipment, improvements pertaining to the realty, rents, or any other claim or reason.
The release is not intended to extend to rights and claims which may, or may not, be asserted by the
tena is occupying the Properties listed on Exhibit "A" and which result from the acquisition of the Properties or the
project for which said Properties are being acquired, including but not limited to claims of such tenants for prepaid
rents, security deposits, just compensation, severance damages, inverse condemnation, precondemnation
damages, loss of goodwill, damages for violation of civil of constitutional rights, attorney's fees, interest, relocation
assistance and benefits, fixtures and equipment, improvements pertaining to realty, rents, or any other claim or
COACHELLA VALLEY LAND COMPANY, A CALIFORNIA
LIMITED -PARTNERSHIP
DA E: BY:
DA1jE: BY:
William J. Cusack
EXHIBIT F
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real Properties conveyed by the deed dated
from Coachella Valley Land Company, a California Limited Partnership to the
La Quinta Redevelopment Agency, a public body corporate and politic, is hereby accepted by the undersigned
officer on behalf of the La Quinta Redevelopment Agency pursuant to authority confirmed by resolution of the La
Qui to Redevelopment Agency adopted on and the Grantee consents to
reco dation thereof by its duly authorized officer.
LA QUINTA REDEVELOPMENT AGENCY, a public body
corporate and politic
By:
Executive Director
EXHIBIT "G"
ON BY SELLER AND APPROVAL BY BANKRUPTCY COURT OF APPROVAL OF THIS TRANSACTION
AND THE TERMS OF THIS AGREEMENT
EXHIBIT H
TENANT'S ESTOPPEL CERTIFICATE
LORD: COACHELLA VALLEY LAND COMPANY, A CALIFORNIA LIMITED PARTNERSHIP
P
LEASE DATE:
EXECUTION DATE:
THI TENANT'S ESTOPPEL CERTIFICATE is executed as of the Execution Date by Tenant who is currently the tenant under
that certain lease (the "Lease") dated as of the Lease Date by and between Landlord Coachella Valley Land Company, A
Cali ornia Limited Partnership, and Tenant, with respect to the Premises.
Subject to any exceptions and qualifications stated in Paragraph 15 below, Tenant represents, warrants, certifies and
each of the following:
1. The Lease is presently in full force and effect and has not been amended, supplemented, modified or
ise changed, except to the following written amendments.
2. All work and improvements to the Premises required by the Lease to have been performed by Landlord have
completed in accordance with the provisions of the lease and Tenant has accepted and taken possession of the Premises.
3. Landlord has satisfied all commitments, if any, made to induce Tenant to enter into the Lease, and to the best
of T nant's knowledge, is not in any respect in default in the performance by Landlord of its obligations under the Lease.
4. Tenant fully occupies the Premises and is not in any respect in default or breach of the Lease and has not
assigned, sublet, transferred or hypothecated its interest under the Lease.
5. Tenant has no notice or knowledge of any prior assignment, hypothecation or pledge of rents, of the Lease.
6. Tenant knows of no event which would constitute a default under the terms of the Lease by either the Tenant
or L ndlord.
for
7. The original term of the Lease is (_) years with a commencement date of
and an expiration date of . Tenant does not have an
to extend the Term of the Lease, or to purchase any interest in the property, and any such option previously provided
been waived, relinquished, and released by Tenant for good, adequate, and valuable consideration which Tenant has
8. Neither Tenant nor Landlord has begun any action, or given or received any notice for the purpose of
ation of the Lease.
9. Tenant has paid the Minimum Annual Rental, the Percentage Rental (if any), the Additional Rental and all
monetary obligations under the Lease as required under the Lease.
10. There is no period of free rent, rental abatement or reduction, except as set forth below, and Landlord has not
give or conceded to Tenant any other concessions, abatements or compromises with respect to the rental obligations under
the ease. Landlord has not waived any rent and Tenant has not purchased any other period of free rent, rental abatement or
reduction.
is
11. There are no offsets or credits against or defenses to payment of any monetary obligations payable under the
and Tenant has made no payments to Landlord as a security deposit or advance or prepaid rental except for the Security
it set forth in the Lease and any payments made no earlier than ten (10) days prior to the date upon which such payment
12. Tenant's address for notice is set forth in the Lease.
13. This Tenant's Certificate and the Lease are legal, valid, binding, and enforceable obligations of the Tenant.
Ten nt has reviewed and understands this document and has had an opportunity to discuss this with counsel or has waived
such opportunity.
14. Other than cleaning and home supplies used and stored on the Premises in the normal course of Tenant's
occu ancy, Tenant does not use, handle, store, or dispose of any Hazardous Materials (as defined in the Lease) or other
the icals or substances which are hazardous, flammable, toxic or noxious in, or on the Premises.
15. The representations set forth above are subject to the following exceptions and qualifications (if none stated,
all r presentations shall be taken as without exception or qualification):
1.
2.
3.
4.
5.
6.
7.
8.
9.
un
DAB
Landlord owns the stove in the unit
16. Tenant is executing this Tenant's Estoppel Certificate with the understanding that it is to be relied upon by the
lord and by actual and potential assignees, successors, and assigns of Landlord, and that Tenant will be estoppel and
le hereafter to assert or rely on any information or fact which is not set forth in either the Lease or this Tenant's Estoppel
ficate concerning the Premises and the Lease.
IN WITNESS WHEREOF, Tenant executed this Tenant's Estoppel Certificate as of the Execution Date.
TENANT:
By:
EXHIBIT A
LEGAL DESCRIPTION
Lot 7, in Block 154 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in Book 18,
Page 99 of Maps, Records of Riverside County, California.
Lot 4, in Block 235 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in Book 20,
Page 24 of Maps, Records of Riverside County, California.
Lot 9, in Block 66 of Santa Carmelita at Vale La Quinta Unit No. 6, as shown by Map on file in Book 18,
Page 67 of Maps, Records of Riverside County, California.
Lot 4, in Block 231 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in Book 20,
Page 24 of Maps, Records of Riverside County, California.
Lot 23, in Block 237 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in Book
20, Page 24 of Maps, Records of Riverside County, California.
Lot 16, in Block 251 of Santa Carmelite at Vale La Quints Unit No. 23, as shown by Map on file in Book
20, Page 25 of Maps, Records of Riverside County, California.
Lot 8, in Block 175 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in Book 19,
Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 10, in Block 205 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in Book
19, Page 38 of Maps, Records of Riverside County, California.
Lot 9, in Block 175 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in Book 19,
Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 12, in Block 225 of Santa Carmelita at Vale La Quinta Unit No. 21, as shown by Map on file in Book
20, Page 22 of Maps, Records of Riverside County, California.
Lot 11, in Block 77 of Santa Carmelita at Vale La Quinta Unit No. 10, as shown by Map on file in Book 18,
Page 70 of Maps, Records of Riverside County, California.
Lot 10, in Block 176 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in Book
19, Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 12, in Block 283 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in Book
26, Page 50 of Maps, Records of Riverside County, California.
Lot 17, in Block 312 of Santa Carmelita at Vale La Quinta Unit No. 28, as shown by Map on file in Book
19, Pages 59 and 60 of Maps, Records of Riverside County, California.
Lot 2, in Block 244 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in Book 20,
Page 25 of Maps, Records of Riverside County, California.
Lot 23, in Block 261 of Santa Carmelite at Vale La Quinta Unit No. 24, as shown by Map on file in Book
19, Pages 44 and 45 of Maps, Records of Riverside County, California.
Lot 6, in Block 147 of Santa Carmelite at Vale La Quinta Unit No. 15, as shown by Map on file in Book 18,
Page 92 of Maps, Records of Riverside County, California.
Lot 1, in Block 244 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in Book 20,
Page 25 of Maps, Records of Riverside County, California.
Lot 6, in Block 157 of Santa Carmelite at Vale La Quinta Unit No. 16, as shown by Map on file in Book 18,
Page 99 of Maps, Records of Riverside County, California.
Lot 4, in Block 3 of Santa Carmelita at Vale La Quinta Unit No. 1, as shown by Map on file in Book 18,
Page 46 of Maps, Records of Riverside County, California.
Lot 11, in Block 199 of Santa Carmelita at Vale La Quinta Unit No. 19, as shown by Map on file in Book
19, Pages 33 and 34 of Maps, Records of Riverside County, California.
Lot 7, in Block 166 of Santa Carmelita at Vale La Quinta Unit No. 17, as shown by Map on file in Book 19,
Pages 19 and 20 of Maps, Records of Riverside County, California.
Lot 22, in Block 232 of Santa Carmelite at Vale La Quinta Unit No. 22, as shown by Map on file in Book
20, Page 24 of Maps, Records of Riverside County, California.
Lot 3, in Block 29 of Santa Carmelita at Vale La Quinta Unit No. 2, as shown by Map on file in Book 18,
Pages 55 and 56 of Maps, Records of Riverside County, California.
Lot 22, in Block 146 of Santa Carmelita at Vale La Quinta Unit No. 15, as shown by Map on file in Book
18, Page 92 of Maps, Records of Riverside County, California.
Lot 5, in Block 147 of Santa Carmelita at Vale La Quinta Unit No. 15, as shown by Map on file in Book 18,
Page 92 of Maps, Records of Riverside County, California.
Lot 14, in Block 151 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in Book
18, Page 99 of Maps, Records of Riverside County, California.
Lot 6, in Block 166 of Santa Carmelita at Vale La Quinta Unit No. 17, as shown by Map on file in Book 19,
Page 20 of Maps, Records of Riverside County, California.
Lot 5, in Block 218 of Santa Carmelite at Vale La Quinta Unit No. 21, as shown by Map on file in Book 20,
Page 22 of Maps, Records of Riverside County, California.
Lot 9, in Block 221 of Santa Carmelite at Vale La Quinta Unit No. 21, as shown by Map on file in Book 20,
Page 22 of Maps, Records of Riverside County, California.
Lot 3, in Block 237 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in Book 20,
Page 24 of Maps, Records of Riverside County, California.
Lot 15, in Block 247 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in Book
20, Page 25 of Maps, Records of Riverside County, California.
Lot 7, in Block 210 of Santa Carmelita at Vale La Quints Unit No. 20, as shown by Map on file in Book 19,
Page 38 of Maps, Records of Riverside County, California.
Lot 5, in Block 198 of Santa Carmelita at Vale La Quinta Unit No. 19, as shown by Map on file in Book 19,
Pages 33 and 34 of Maps, Records of Riverside County, California.
Lot 5, in Block 99 of Santa Carmelita at Vale La Quinta Unit No. 11, as shown by Map on file in Book 18,
Page 75 of Maps, Records of Riverside County, California.
Lot 13, in Block 161 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in Book
18, Page 99 of Maps, Records of Riverside County, California.
Lot 4, in Block 292 of Santa Carmelita at Vale La Quinta Unit No. 26, as shown by Map on file in Book 20,
Page 50 of Maps, Records of Riverside County, California.
Lot 2, in Block 201 of Santa Carmelita at Vale La Quinta Unit No. 19, as shown by Map on file in Book 19,
Pages 33 and 34 of Maps, Records of Riverside County, California.
Lot 2, in Block 223 of Santa Carmelita at Vale La Quinta Unit No. 21, as shown by Map on file in Book 20,
Page 22 of Maps, Records of Riverside County, California.
Lot 10, in Block 95 of Santa Carmelita at Vale La Quinta Unit No. 11, as shown by Map on file in Book 18,
Page 75 of Maps, Records of Riverside County, California.
Lot 9, in Block 98 of Santa Carmelita at Vale La Quinta Unit No. 11, as shown by Map on file in Book 18,
Page 75 of Maps, Records of Riverside County, California.
Lot 3, in Block 150 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in Book 18,
Page 99 of Maps, Records of Riverside County, California.
Lot 13, in Block 156 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in Book
18, Page 99 of Maps, Records of Riverside County, California.
Lot 11, in Block 156 of Santa Carmelita at Vale La Quinta Unit No. 16, as shown by Map on file in Book
18, Page 99 of Maps, Records of Riverside County, California.
Lot 6, in Block 165 of Santa Carmelite at Vale La Quinta Unit No. 17, as shown by Map on file in Book 19,
Page 19 of Maps, Records of Riverside County, California.
Lot 5, in Block 175 of Santa Carmelita at Vale La Quinta Unit No. 18, as shown by Map on file in Book 19,
Pages 30 and 31 of Maps, Records of Riverside County, California.
Lot 9, in Block 205 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in Book 19,
Page 38 of Maps, Records of Riverside County, California.
Lot 24, in Block 237 of Santa Carmelita at Vale La Quinta Unit No. 22, as shown by Map on file in Book
20, Page 24 of Maps, Records of Riverside County, California.
Lot 9, in Block 247 of Santa Carmelita at Vale La Quinta Unit No. 23, as shown by Map on file in Book 20,
Page 25 of Maps, Records of Riverside County, California.
Lot 2, in Block 214 of Santa Carmelita at Vale La Quinta Unit No. 20, as shown by Map on file in Book 19,
Page 38 of Maps, Records of Riverside County, California.