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CC Resolution 2017-039 Sale of Vacant Land to Polstar, LLCRESOLUTION NO. 2017- 039 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA QUINTA APPROVING A PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY OF LA QUINTA AND POLSTAR, LLC, FOR CERTAIN PROPERTY LOCATED NEAR THE INTERSECTION OF DUNE PALMS ROAD AND HIGHWAY 111 WHEREAS, the parcel in question provides no benefit to the city and is suitable only for landscape purposes; and WHEREAS, the owner of the property adjacent to the property subject to the purchase agreement approached the City about potentially buying the property from the City; and WHEREAS, City staff has negotiated a Purchase and Sale Agreement and Joint Escrow Instructions ("Agreement") with Polstar, LLC ("Buyer"), "Exhibit A" attached, pursuant to which City is selling the Buyer certain real property located near the intersection of Dune Palms Road and Highway 111 comprising of approximately 0.3 acres for the confirmed appraised value of $1, pursuant to the terms and conditions set forth in the Agreement; and WHEREAS, Buyer will make all improvement required to bring the landscaping and irrigation of the property up to City standards and will provide to City an easement allowing future sidewalk improvements on property; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq., hereafter the "State CEQA Guidelines"), and the City's environmental guidelines; and WHEREAS, pursuant to Sections 15301, 15303, and 15304 of the State CEQA Guidelines, the acquisition of the property is exempt from environmental review under CEQA because the acquisition will result in a continuation of existing topographical features with negligible or no expansion of use, and any future installation of new facilities will be for open space improvements and involve only minor alterations in land and landscaping. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LA QUINTA AS FOLLOWS: SECTION 1. That the above recitals are true and correct and incorporated herein. Resolution No. 2017-039 Purchase Agreement - BT-LJMJM, LLC Adopted: August 1, 2017 Page 2 of 3 SECTION 2. That the City Council of the City of La Quinta hereby finds and determines that the acquisition of said property is in the best interests of the citizens of the City of La Quinta, and that the acquisition is exempt from environmental review under CEQA. SECTION 3. The Agreement, a copy of which is on file with the City Clerk, is hereby approved. The City Council consents to the City Manager and City Legal Counsel to make any final modifications to the Agreement that are consistent with the substantive terms of the Agreement approved hereby, and to thereafter sign the Agreement and accept the property and recording of a grant deed on behalf of the City. SECTION 4. The City Council consents to the City Manager to (i) sign such other and further documents, including but not limited to escrow instructions, and (ii) take such other and further actions, as may be necessary and proper to carry out the terms of the Agreement. PASSED, APPROVED, and ADOPTED at a regular meeting of the City Council of the City of La Quints held this 1st day of August, 2017, by the following vote: AYES: Council Members Fitzpatrick, Pena, Radi, Sanchez, Mayor Evans NOES: None ABSENT: None ABSTAIN: None LINDA EVANS, Mayor City of La Quinta, California ATTEST: SUSAN MAYSELS, City erk City of La Quinta, California Resolution No. 2017-039 Purchase Agreement - BT-LJMJM, LLC Adopted: August 1, 2017 Page 3 of 3 APPROVED AS TO FORM: ........... WILLIAM H. IHRK , City Attorney City of La Quinta, California 4JLC A L i F O R N I A DISCLOSURE REGARDING EXHIBIT A r ASSOCIATION REAL ESTATE AGENCY RELATIONSHIP OF R E A L T O R S" (Selling Firm to Buyer) (As required by the Civil Code) (C.A.R. Form AD, Revised 12/14) (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079 13(k) and (m). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller To the Buyer and the Seller: (a)Diligent exercise of reasonable skill and care in performance of the agent's duties (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a)Diligent exercise of reasonable skill and care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer, In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a)A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b)Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. IIWE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). Buyer Seller Landlord Tenant Date Polstar, LLC Buyer Seller Landlord Tenant Date Agent None. BRE Lic. # Real Estate Broker (Firm) By BRE Lic. # Date (Salesperson or Broker -Associate) Agency Disclosure Compliance (Civil Code §2079.14): . When the listing brokerage company also represents Buyer/Tenant: The Listing Agent shall have one AD form signed by Seller/Landlord and a different AD form signed by Buyer/Tenant . When Seller/Landlord and Buyer/Tenant are represented by different brokerage companies: (i) the Listing Agent shall have one AD form signed by Seller/Landlord and (ii) the Buyer's/Tenant's Agent shall have one AD form signed by Buyer/Tenant and either that same or a different AD form presented to Seller/Landlord for signature prior to presentation of the offer. If the same form is used, Seller may sign here: Seller/Landlord Date Seller/Landlord Date Frank Spevacek, City Manager, La Quinta The copyright laws of the United States (Title 17 U S Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats Copyright © 1991-2010, CALIFORNIA ASSOCIATION OF REALTORSO, INC Reviewed by Date ALL RIGHTS RESERVED AD REVISED 12/14 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) zipfo, in 611 Anion Blvd,, Suile 1400 Costa Mesa, CA 92626 Phone: 714 641-5100 Fax: 714 _U6-9035 City of La Qui Ru tan Tucker Produced with zipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 w .xioLogix ccm CIVIL CODE SECTIONS 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13 As used in Sections 2079.14 to 2079,24, inclusive, the following terms have the following meanings: (a) "Agent" means a person acting under provisions of Title 9 (commencing with Section 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained (b) "Associate licensee" means a person who is licensed as a real estate broker or salesperson under Chapter 3 (commencing with Section 10130) of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into a written contract with a broker to act as the broker's agent in connection with acts requiring a real estate license and to function under the broker's supervision in the capacity of an associate licensee. The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent. When an associate licensee owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions. (c) "Buyer" means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transaction. "Buyer" includes vendee or lessee. (d) "Commercial real property" means all real property in the state, except single-family residential real property, dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5, mobilehomes, as defined in Section 798.3, or recreational vehicles, as defined in Section 799.29. (a) "Dual agent" means an agent acting, either directly or through an associate licensee, as agent for both the seller and the buyer in a real property transaction. (f) "Listing agreement" means a contract between an owner of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer. (g) "Listing agent" means a person who has obtained a listing of real property to act as an agent for compensation (h) "Listing price' is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent (i) "Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. 0) "Offer to purchase" means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller. (k) "Real property" means any estate specified by subdivision (1) or (2) of Section 761 in property that constitutes or is improved with one to four dwelling units, any commercial real property, any leasehold in these types of property exceeding one year's duration, and mobilehomes, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. (1) "Real property transaction" means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction, and includes a listing or an offer to purchase. (m) "Sell," "sale," or "sold" refers to a transaction for the transfer of real property from the seller to the buyer, and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration. (n) "Seller" means the transferor in a real property transaction, and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. "Seller" includes both a vendor and a lessor. (o) "Selling agent" means a listing agent who acts alone, or an agent who acts in cooperation with a listing agent, and who sells or finds and obtains a buyer for the real property, or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller. (p) "Subagent" means a person to whom an agent delegates agency powers as provided in Article 5 (commencing with Section 2349) of Chapter 1 of Title 9. However, "subagent" does not include an associate licensee who is acting under the supervision of an agent in a real property transaction. 2079.14 Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16, and, except as provided in subdivision (c), shall obtain a signed acknowledgement of receipt from that seller or buyer, except as provided in this section or Section 2079.15, as follows: (a) The listing agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement (b) The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase, unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision (a). (c) Where the selling agent does not deal on a face-to-face basis with the seller, the disclosure form prepared by the selling agent may be furnished to the seller (and acknowledgement of receipt obtained for the selling agent from the seller) by the listing agent, or the selling agent may deliver the disclosure form by certified mail addressed to the seller at his or her last known address, in which case no signed acknowledgement of receipt is required_ (d) The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase, except that if the offer to purchase is not prepared by the selling agent, the selling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer. 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14, the agent, or an associate licensee acting for an agent, shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17 (a) As soon as practicable, the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real property transaction exclusively as the buyers agent, exclusively as the seller's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the selling agent prior to or coincident with execution of that contract by the buyer and the seller, respectively (b) As soon as practicable, the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to or coincident with the execution of that contract by the seller. (c) The confirmation required by subdivisions (a) and (b) shall be in the following form. (DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): ❑ the seller exclusively; or ❑ both the buyer and seller. (Name of Listing Agent) (DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): ❑ the buyer exclusively; or ❑ the seller exclusively; cr (Name of Selling Agent if not the same as the Listing Agent) ❑ both the buyer and seller. (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14 2079.18 No selling agent in a real property transaction may act as an agent for the buyer only, when the selling agent is also acting as the listing agent in the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 A dual agent shall not disclose to the buyer that the seller is willing to sell the property at a price less than the listing price, without the express written consent of the seller. A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater than the offering price, without the express written consent of the buyer. This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price 2079.22 Nothing in this article precludes a listing agent from also being a selling agent, and the combination of these functions in one agent does not, of itself, make that agent a dual agent. 2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. Uc I Published and Distributed by: k REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORSO Reviewed by Date � 525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/14 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 Yii~~v„!,,;.3uS, a City of La Qui * C A 1. I F O 1Z N 1 A VACANT LAND PURCHASE AGREEMENT ASSOCIATION ~r OF RE A LTO RS ° AND JOINT ESCROW INSTRUCTIONS (C.A.R. Form VLPA, Revised 12/15) Date Prepared: July 25, 2017 1. OFFER: A. THIS IS AN OFFER FROM Polstar, LLC ("Buyer"), B. THE REAL PROPERTY to be acquired is Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111 , situated in La Quinta (City), Riverside (County), California, 92253 (Zip Code), Assessors Parcel No. 33588 ("Property"). Further Described As C. THE PURCHASE PRICE offered is One Dollars $ 1.00 D. CLOSE OF ESCROW shall occur on (date) (or X 30 Days After Acceptance). E. Buyer and Seller are referred to herein as the "Parties." Brokers are not Parties to this Agreement 2. AGENCY: A. DISCLOSURE: The Parties each acknowledge receipt of a X "Disclosure Regarding Real Estate Agency Relationships" (C.A.R. Form AD). B. CONFIRMATION: The following agency relationships are hereby confirmed for this transaction: Listing Agent None. (Print Firm Name) is the agent of (check one): the Seller exclusively; or both the Buyer and Seller Selling Agent _ None. (Print Firm Name) (if not the same as the Listing Agent) is the agent of (check one): the Buyer exclusively; or the Seller exclusively; or both the Buyer and Seller. C. POTENTIALLY COMPETING BUYERS AND SELLERS: The Parties each acknowledge receipt of a "Possible Representation of More than One Buyer or Seller - Disclosure and Consent" (C.A.R Form PRBS). 3. FINANCE TERMS: Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Deposit shall be in the amount of ... . . .. . ......... .. ........... $ (1) Buyer Direct Deposit: Buyer shall deliver deposit directly to Escrow Holder by electronic funds transfer, cashier's check, personal check, other within 3 business days after Acceptance (or ); OR (2) Buyer Deposit with Agent: Buyer has given the deposit by personal check (or ) to the agent submitting the offer (or to ), made payable to The deposit shall be held uncashed until Acceptance and then deposited with Escrow Holder within 3 business days after Acceptance (or ) Deposit checks given to agent shall be an original signed check and not a copy (Note: Initial and increased deposits checks received by agent shall be recorded in Broker's trust fund log ) B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased deposit in the amount of $ within Days After Acceptance (or ). If the Parties agree to liquidated damages in this Agreement, they also agree to incorporate the increased deposit into the liquidated damages amount in a separate liquidated damages clause (C A.R. Form RID) at the time the increased deposit is delivered to Escrow Holder. C. _ ALL CASH OFFER: No loan is needed to purchase the Property This offer is NOT contingent on ALL obtaining a loan. Written verification of sufficient funds to close this transaction IS ATTACHED to this offer or Buyer shall, within 3 (or ) Days After Acceptance, Deliver to Seller such verification D. LOAN(S): (1) FIRST LOAN: in the amount of.... . ......... I ......................... .. .. $ This loan will be conventional financing or FHA, VA, Seller financing (C.A.R. Form SFA), assumed financing (C.A R Form AFA), subject to financing, Other . This loan shall be at a fixed rate not to exceed % or, an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. (2) SECOND LOAN in the amount of ...................................... . ....... ... $ This loan will be conventional financing or Seller financing (C.A.R. Form SFA), assumed financing (C.A.R. Form AFA), subject to financing Other . This loan shall be at a fixed rate not to exceed % or, an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. (3) FHANA: For any FHA or VA loan specified in 3D(1), Buyer has 17 (or ) Days After Acceptance to Deliver to Seller written notice (CA R. Form FVA) of any lender -required repairs or costs that Buyer requests Seller to pay for or otherwise correct. Seller has no obligation to pay or satisfy lender requirements unless agreed in writing A FHANA amendatory clause (C.A.R Form FVAC) shall be a part of this transaction. E. ADDITIONAL FINANCING TERMS: See Addendum One Buyer's Initials ( ) ( ) Seller's Initials ( ) ( y © 1996-2015, California Association of REACTORS®, Inc VLPA REVISED 12115 (PAGE 1 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 OF 11) zipform 611 Anton Blvd. , Suite 1400 Costa Mesa, CA 92626 Phone: 714 641-5100 Fax: 714 546-9035 City of U Qui Ru Ian Tucker Produced with zipFormg by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 XM zfl2L9g1x c om Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 F. BALANCE OF DOWN PAYMENT OR PURCHASE PRICE in the amount of. $ 1.00 to be deposited with Escrow Holder pursuant to Escrow Holder instructions. G. PURCHASE PRICE (TOTAL): ... ... . ............ ...... ....... ... . $ 1.00 H. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Buyer (or Buyer's lender or loan broker pursuant to paragraph 3J(1)) shall, within 3 (or ) Days After Acceptance, Deliver to Seller written verification of Buyer's down payment and closing costs. ( Verification attached.) I. APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (or is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the purchase price. Buyer shall, as specified in paragraph 19B(3), in writing, remove the appraisal contingency or cancel this Agreement within 17 (or ) Days After Acceptance. J. LOAN TERMS: (1) LOAN APPLICATIONS: Within 3 (or ) Days After Acceptance, Buyer shall Deliver to Seller a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3D If any loan specified in paragraph 3D is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate ( Letter attached.) (2) LOAN CONTINGENCY: Buyer shall act diligently and in good faith to obtain the designated loan(s). Buyer's qualification for the loan(s) specified above is a contingency of this Agreement unless otherwise agreed in writing. If there is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan. Buyers contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies of this Agreement. (3) LOAN CONTINGENCY REMOVAL: Within 21 (or ) Days After Acceptance, Buyer shall, as specified in paragraph 19, in writing, remove the loan contingency or cancel this Agreement If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. (4) NO LOAN CONTINGENCY: Obtaining any loan specified above is NOT a contingency of this Agreement If Buyer does not obtain the loan and as a result Buyer does not purchase the Property, Seller may be entitled to Buyers deposit or other legal remedies. (5) LENDER LIMITS ON BUYER CREDITS: Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties ("Contractual Credit") shall be disclosed to Buyer's lender If the total credit allowed by Buyer's lender ("Lender Allowable Credit") is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit. K. BUYER STATED FINANCING: Seller is relying on Buyer's representation of the type of financing specified (including but not limited to, as applicable, all cash, amount of down payment, or contingent or non -contingent loan). Seller has agreed to a specific closing date, purchase price and to sell to Buyer in reliance on Buyer's covenant concerning financing. Buyer shall pursue the financing specified in this Agreement. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. L. SELLER FINANCING: The following terms (or the terms specified in the attached Seller Financing Addendum) (C A.R. Form SFA) apply ONLY to financing extended by Seller under this Agreement. (1) BUYER'S CREDIT -WORTHINESS: Buyer authorizes Seller and/or Brokers to obtain, at Buyer's expense, a copy of Buyer's credit report. Within 7 (or ) Days After Acceptance, Buyer shall provide any supporting documentation reasonably requested by Seller. (2) TERMS: Buyers promissory note, deed of trust and other documents as appropriate shall incorporate and implement the following additional terms: (1) the maximum interest rate specified in paragraph 3D shall be the actual fixed interest rate for Seller financing; (ii) deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans; (iii) Buyer shall sign and pay for a REQUEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requested by Seller; (iv) note and deed of trust shall contain an acceleration clause making the loan due, when permitted by law and at Sellers option, upon the sale or transfer of the Property or any interest in it; (v) note shall contain a late charge of 6% of the installment due (or ) if the installment is not received within 10 days of the date due; (vi) title insurance coverage in the form of a joint protection policy shall be provided insuring Seller's deed of trust interest in the Property (any increased cost over owners policy shall be paid by Buyer); and (vii) tax service shall be obtained and paid for by Buyer to notify Seller if property taxes have not been paid (3) ADDED, DELETED OR SUBSTITUTED BUYERS: The addition, deletion or substitution of any person or entity under this Agreement or to title prior to Close Of Escrow shall require Seller's written consent. Seller may grant or withhold consent in Seller's sole discretion Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer's expense, on any such person or entity M. ASSUMED OR "SUBJECT TO" FINANCING: Seller represents that Seller is not delinquent on any payments due on any loans. Seller shall, within the time specified in paragraph 19, provide Copies of all applicable notes and deeds of trust, loan balances and current interest rates to Buyer. Buyer shall then, as specified in paragraph 19B(3), remove this contingency or cancel this Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer's assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless otherwise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 2 OF 11) 112t VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 2 OF 11) Produced with zipFonra by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 •.____::,wLor1?L"ni City of La Qui Property AddreSS: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 4. SALE OF BUYER'S PROPERTY: A. This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer. OR B. This Agreement and Buyer's ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (C A.R. Form COP) 5. MANUFACTURED HOME PURCHASE: The purchase of the Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow. Buyer has has not entered into a contract for the purchase of a personal property manufactured home Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement, (or this contingency shall remain in effect until the Close Of Escrow of the Property) 6. CONSTRUCTION LOAN FINANCING: The purchase of the Property is contingent upon Buyer obtaining a construction loan. A draw from the construction loan will will not be used to finance the Property. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement (or this contingency shall remain in effect until Close Of Escrow of the Property). 7. ADDENDA AND ADVISORIES: A. ADDENDA: Back Up Offer Addendum (C A.R. Form BUO) Septic, Well and Property Monument Addendum (C.A.R. Short Sale Addendum (C.A R Form SSA) B. BUYER AND SELLER ADVISORIES: Probate Advisory (C A R. Form PA) Trust Advisory (C.A. R Form TA) Short Sale Information and Advisory (C A R Form SSIA) 8. OTHER TERMS: X Addendum # One (C.A.R Form ADM) Court Confirmation Addendum (C.A.R Form CCA) Form SWPI) Other X Buyer's Inspection Advisory (C.A R. Form BIA) Statewide Buyer and Seller Advisory (C A.R. Form SBSA) REO Advisory (C.A.R. Form REO) Other 9. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES: Unless otherwise agreed, in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service ("Report") mentioned; it does not determine who is to pay for any work recommended or identified in the Report. (1) X Buyer Seller shall pay for a natural hazard zone disclosure report, including tax environmental Other: prepared by Click here to select your Service Provider (2) Buyer Seller shall pay for the following Report prepared by (3) Buyer Seller shall pay for the following Report prepared by B. ESCROW AND TITLE: (1) (a) X Buyer Seller shall pay escrow fee Four Seasons Escrow, Inc., La Quinta, CA (b) Escrow Holder shall be (c) The Parties shall, within 5 (or ) Days After receipt, sign and return Escrow Holder's general provisions. (2) (a) X Buyer Seller shall pay for owner's title insurance policy specified in paragraph 18E (b) Owner's title policy to be issued by (Buyer shall pay for any title insurance policy insuring Buyer's lender, unless otherwise agreed in writing.) C. OTHER COSTS: (1) Buyer X Seller shall pay County transfer tax or fee if any (2) Buyer X_ Seller shall pay City transfer tax or fee if any (3) Buyer X Seller shall pay Homeowners' Association ("HOA") transfer fee if any (4) Seller shall pay HOA fees for preparing all documents required to be delivered by Civil Code §4525. (5) Buyer to pay for any HOA certification fee. (6) Buyer _ Seller shall pay HOA fees for preparing all documents other than those required by Civil Code §4525. (7) Buyer X Seller shall pay for any private transfer fee if any (8) Buyer Seller shall pay for (9) Buyer Seller shall pay for 10. CLOSING AND POSSESSION: Possession shall be delivered to Buyer: (i) X at 6 PM or ( AM/ PM) on the date of Close Of Escrow; (ii) no later than calendar days after Close Of Escrow; or (iii) at AM/ PM on The Property shall be unoccupied, unless otherwise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. If Property is located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners' Association ("HOK) to obtain keys to accessible HOA facilities. 11. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11 B or C. Buyer's Initials ( ) ( } Seller's Initials ( ) VLPA REVISED 12/15 (PAGE 3 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.41Lp9ix.rom City of La Qui Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 B. ITEMS INCLUDED IN SALE: (1) All EXISTING fixtures and fittings that are attached to the Property; (2) The following items: (3) Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller (4) All items included shall be transferred free of liens and without Seller warranty C. ITEMS EXCLUDED FROM SALE: 12. STATUTORY AND OTHER DISCLOSURES AND CANCELLATION RIGHTS: A. NATURAL AND ENVIRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS: Within the time specified in paragraph 19A, Seller shall, if required by Law: (i) Deliver to Buyer earthquake guide(s) (and questionnaire), environmental hazards booklet; (ii) disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; and Seismic Hazard Zone; and (iii) disclose any other zone as required by Law and provide any other information required for those zones B. WITHHOLDING TAXES: Within the time specified in paragraph 19A, to avoid required withholding, Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS). C. MEGAN'S LAW DATABASE DISCLOSURE: Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer's inspection contingency period. Brokers do not have expertise in this area.) D. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES: This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site. E. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES: (1) SELLER HAS: 7 (or ) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision (C A.R. Form VLQ). (2) If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3 (or ) Days After Acceptance to request from the HOA (C.A.R Form HOA1): (i) Copies of any documents required by Law; (ii) disclosure of any pending or anticipated claim or litigation by or against the HOA; (iii) a statement containing the location and number of designated parking and storage spaces; (iv) Copies of the most recent 12 months of HOA minutes for regular and special meetings; and (v) the names and contact information of all HOAs governing the Property (collectively, "Cl Disclosures"). Seller shall itemize and Deliver to Buyer all Cl Disclosures received from the HOA and any Cl Disclosures in Seller's possession. Buyer's approval of Cl Disclosures is a contingency of this Agreement as specified in paragraph 19B(3). The Party specified in paragraph 9, as directed by escrow, shall deposit funds into escrow or direct to HOA or management company to pay for any of the above. 13. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE: A. Within the time specified in paragraph 19, if Seller has actual knowledge, Seller shall provide to Buyer, in writing, the following information: (1) LEGAL PROCEEDINGS: Any lawsuits by or against Seller, threatening or affecting the Property, including any lawsuits alleging a defect or deficiency in the Property or common areas, or any known notices of abatement or citations filed or issued against the Property. (2) AGRICULTURAL USE: Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§51200-51295). (3) DEED RESTRICTIONS: Any deed restrictions or obligations (4) FARM USE: Whether the Property is in, or adjacent to, an area with Right to Farm rights (Civil Code §3482 5 and §3482.6). (5) ENDANGERED SPECIES: Presence of endangered, threatened, 'candidate' species, or wetlands on the Property. (6) ENVIRONMENTAL HAZARDS: Any substances, materials, or products that may be an environmental hazard including, but not limited to, asbestos, formaldehyde, radon gas, lead -based paint, fuel or chemical storage tanks, and contaminated soil or water on the Property. (7) COMMON WALLS: Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. (8) LANDLOCKED: The absence of legal or physical access to the Property. (9) EASEMENTS/ENCROACHMENTS: Any encroachments, easements or similar matters that may affect the Property. (10) SOIL FILL: Any fill (compacted or otherwise), or abandoned mining operations on the Property. (11) SOIL PROBLEMS: Any slippage, sliding, flooding, drainage, grading, or other soil problems (12) EARTHQUAKE DAMAGE: Major damage to the Property or any of the structures from fire, earthquake, floods, or landslides. (13) ZONING ISSUES: Any zoning violations, non -conforming uses, or violations of "setback" requirements. (14) NEIGHBORHOOD PROBLEMS: Any neighborhood noise problems, or other nuisances. B. RENTAL AND SERVICE AGREEMENTS: Within the time specified in paragraph 19, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. C. TENANT ESTOPPEL CERTIFICATES: Within the time specified in paragraph 19, Seller shall deliver to Buyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging: (i) that tenants' rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. Buyer's Initials ( ) Seller's Initials ( VLPA REVISED 12/16 (PAGE 4 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 4 OF 11) Produced with zipFonne by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 •xNw zlR�.coin rcm >( r 12 City of Ln Qui Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd, and Highway 111, La Quinta, 92253 Date: July 25, 2017 D. MELLO-ROOS TAX; 1915 BOND ACT: Within the time specified in paragraph 19, Seller shall: (i) make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or, if allowed, substantially equivalent notice), pursuant to the Mello -Roos Community Facilities Act, and Improvement Bond Act of 1915, and (ii) promptly deliver to Buyer any such notice obtained. E. SELLER VACANT LAND QUESTIONNAIRE: Seller shall, within the time specified in paragraph 19, complete and provide Buyer with a Seller Vacant Land Questionnaire (C.A.R. Form VLQ). 14. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing, covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 15. CHANGES DURING ESCROW: A. Prior to Close Of Escrow, Seller may engage in the following acts, ("Proposed Changes"), subject to Buyer's rights in paragraph 1513: (i) rent or lease any part of the premises; (ii) alter, modify or extend any existing rental or lease agreement; (iii) enter into, alter, modify or extend any service contract(s); or (iv) change the status of the condition of the Property. B. At least 7 (or ) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. Within 5 (or ) Days After receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes, in which case Seller shall not make the Proposed Changes. 16. CONDITION OF PROPERTY: Unless otherwise agreed in writing: (i) the Property is sold (a) "AS -IS" in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer's Investigation rights; (ii) the Property, including pool, spa, landscaping and grounds. is to be maintained in substantially the same condition as on the date of Acceptance; and (iii) all debris and personal property not included in the sale shall be removed by Close Of Escrow. A. Seller shall, within the time specified in paragraph 19A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B. Buyer has the right to conduct Buyer Investigations of the property and, as specified in paragraph 19B, based upon information discovered in those investigations: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 17. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A. Buyer's acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 19B. Within the time specified in paragraph 1913(1), Buyer shall have the right, at Buyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies ("Buyer Investigations"), including, but not limited to, the right to: (i) inspect for lead -based paint and other lead -based paint hazards; (ii) inspect for wood destroying pests and organisms; (iii) review the registered sex offender database; (iv) confirm the insurability of Buyer and the Property; and (v) satisfy Buyer as to any matter specified in the attached Buyer's Inspection Advisory (C A.R. Form BIA). Without Seller's prior written consent, Buyer shall neither make nor cause to be made: (i) invasive or destructive Buyer Investigations except for minimally invasive testing; or (ii) inspections by any governmental building or zoning inspector or government employee, unless required by Law. B. Seller shall make the Property available for all Buyer Investigations. Buyer shall (i) as specified in paragraph 19B, complete Buyer Investigations and, either remove the contingency or cancel this Agreement, and (ii) give Seller, at no cost, complete Copies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C. Buyer indemnity and Seller protection for entry upon property: Buyer shall: (i) keep the Property free and clear of liens; (ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs of Buyer's Investigations. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a "Notice of Non -responsibility" (C A.R Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow. D. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 17, UNLESS OTHERWISE AGREED IN WRITING. E. SIZE, LINES, ACCESS AND BOUNDARIES: Lot size, property lines, legal or physical access and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. (Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer.) F. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non -conforming uses, or violations of "setback" requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.) G. UTILITIES AND SERVICES: Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV and drainage. Buyer's Initials ( ) ( ) Seller's Initials VLPA REVISED 12115 (PAGE 5 OF 11) 112t VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 5 OF 11) ` Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wxw noLeJie co m City of La Qui Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 H. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos, lead -based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic or otherwise), fungus or similar contaminant, materials, products or conditions. I. GEOLOGIC CONDITIONS: Geologic/seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems J. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law. K. PROPERTY DAMAGE: Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes L. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS: Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code §3482 5 and §3482.6),schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of any speed -wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. M. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co -owned in undivided interest with others), Owners' Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners' Association requirements. N. SPECIAL TAX: Any local agencies that levy a special tax on the Property pursuant to the Mello -Roos Community Facilities Act or Improvement Bond Act of 1915 O. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants and the right of a landlord to terminate a tenancy. P. MANUFACTURED HOME PLACEMENT: Conditions that may affect the ability to place and use a manufactured home on the Property. 18. TITLE AND VESTING: A. Within the time specified in paragraph 19, Buyer shall be provided a current preliminary title report ("Preliminary Report"). The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer's review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 19B. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs), corporations, and government entities. Seller shall within 7 Days After Acceptance, give Escrow Holder a completed Statement of Information B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record (which Seller is obligated to pay off) unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreed to remove in writing. C. Within the time specified in paragraph 19A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. D. At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E. Buyer shall receive a "CLTA/ALTA Homeowner's Policy of Title Insurance", if applicable to the type of property and buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost 19. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: 7 (or ) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 3M, 7A, 8, 9, 12A, B, and E, 13, 16A and 18A. Buyer after first Delivering to Seller a Notice to Seller to Perform (C A.R. Form NSP) may cancel this Agreement if Seller has not Delivered the items within the time specified. B. (1) BUYER HAS: 17 (or ) Days After Acceptance, unless otherwise agreed in writing, to: (i) complete all Buyer Investigations; review all disclosures, reports, and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property; and (ii) Deliver to Seller Signed Copies of Statutory Disclosures and other disclosures Delivered by Seller in accordance with paragraph 12A. (2) Within the time specified in paragraph 196(1), Buyer may request that Seller make repairs or take any other action regarding the Property (C A R Form RR). Seller has no obligation to agree to or respond to (C.A.R. Form RRRR) Buyer's requests. (3) By the end of the time specified in paragraph 19B(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (C.A.R. Form CR or CC) of this Agreement. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in paragraph 19A, then Buyer has 5 (or ) Days After Delivery of any such items, or the time specified in paragraph 1913(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. Buyer's Initials ( ) ( ) Seller's Initials VLPA REVISED 12/15 (PAGE 6 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 6 OF 11) Produced with zipFomg by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 whw.zioLcGix con, City or La Qui Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 (4) Continuation of Contingency: Even after the end of the time specified in paragraph 19B(1) and before Seller cancels, if at all, pursuant to paragraph 19C, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 19C(1). C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies: If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A R Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyers deposit, except for fees incurred by Buyer. (2) Seller right to Cancel; Buyer Contract Obligations: Seller, after first delivering to Buyer a NBP, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s): (i) Deposit funds as required by paragraph 3A or 3B or if the funds deposited pursuant to paragraph 3A or 3B are not good when deposited; (ii) Deliver a notice of FHA or VA costs or terms as required by paragraph 3D(3) (C.A.R. Form FVA); (iii) Deliver a letter as required by paragraph 3J(1); (iv) Deliver verification as required by paragraph 3C or 3H or if Seller reasonably disapproves of the verification provided by paragraph 3C or 3H; (v) Return Statutory Disclosures as required by paragraph 12A; or (vi) Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs 3B and 27B; or (vii) Provide evidence of authority to sign in a representative capacity as specified in paragraph 19. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer D. NOTICE TO BUYER OR SELLER TO PERFORM: The NBP or NSP shall: (i) be in writing; (ii) be signed by the applicable Buyer or Seller; and (iii) give the other Party at least 2(or _ ) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP or NSP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for the other Party to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 19. E. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in writing, Buyer shall conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction; and (iii) assumed all liability, responsibility and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. F. CLOSE OF ESCROW: Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (C.A.R. Form DCE). The DCE shall: (i) be signed by the applicable Buyer or Seller; and (ii) give the other Party at least 3 (or ) Days After Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days Prior to the scheduled close of escrow G. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Except as specified below, release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award. If either Party fails to execute mutual instructions to cancel escrow, one Party may make a written demand to Escrow Holder for the deposit (C.A.R. Form BDRD or SDRD). Escrow Holder, upon receipt, shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder's notice, the other Party does not object to the demand, Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shall be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation instructions. A Party may be subject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as to who is entitled to the deposited funds (Civil Code §1057.3). 20. REPAIRS: Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall: (i) obtain invoices and paid receipts for Repairs performed by others; (ii) prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 21. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final verification of the Property within 5 (or ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 16; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller's other obligations under this Agreement (C.A.R. Form VP). 22. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement; (iii) Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property 23. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello -Roos and other Special Assessment Buyer's Initials ( ) Seller's Initials ( VLPA REVISED 12/15 (PAGE 7 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 11) Produced with zipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 w w_:icL;9ix ,,;cm City of La Qui Property Address: Landscape Parcel at Southwest Comer of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello -Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. 24. BROKERS: A. COMPENSATION: Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer B. SCOPE OF DUTY: Buyer and Seller acknowledge and agree that Broker: (i) Does not decide what price Buyer should pay or Seller should accept; (ii) Does not guarantee the condition of the Property; (III) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property; (v) Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker; (vi) Shall not be responsible for inspecting public records or permits concerning the title or use of Property; (vii) Shall not be responsible for identifying the location of boundary lines or other items affecting title; (viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material; (ix) Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale; (x) Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi) Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals 25. REPRESENTATIVE CAPACITY: If one or more Parties is signing the Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 37 or 38 and attach a Representative Capacity Signature Addendum (C.A.R. Form RCSD) Wherever the signature or initials of the representative identified in the RCSD appear on the Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 26. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3, 4B, 5, 6, 7A, 8, 9, 12B, 18, 19G, 23, 24A, 25, 26, 32, 35, 36, 37, 38 and paragraph D of the section titled Real Estate Brokers on page 11. If a Copy of the separate compensation agreement(s) provided for in paragraph 24A, or paragraph D of the section titled Real Estate Brokers on page 10 is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s) The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder and will execute such provisions within the time specified in paragraph 96(1)(c). To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 (or ) Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 9, 12 or elsewhere in this Agreement. B. A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance (or ) Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title company when received from Seller If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 12B, Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federal Law. C. Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 24A and paragraph D of the section titled Real Estate Brokers on page 11. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 24A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement. D. Upon receipt, Escrow Holder shall provide Seller and Seller's Broker verification of Buyer's deposit of funds pursuant to paragraph 3A and 3B. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify all Brokers: (i) if Buyer's initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii) if Buyer and Seller instruct Escrow Holder to cancel escrow. E. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment. Buyer's Initials ( ) Seller's Initials ( ) VLPA REVISED 12/15 (PAGE 8 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 8 OF 11) Produced with zipForrra by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 mm zi,pl,cgi. can City of La Qui Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 27. REMEDIES FOR BUYER'S BREACH OF CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non- refundable) for failure of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficultto establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. AT TIME OF ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R.FORM RID). Buyer's Initials / Seller's Initials / 28. DISPUTE RESOLUTION: A. MEDIATION: The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action through the C.A.R. Consumer Mediation Center (www. cons umermediation.org) or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. Exclusions from this mediation agreement are specified in paragraph 28C. B. ARBITRATION OF DISPUTES: The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 28C. "NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION." Buyer's Initials / Seller's Initials / C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: (1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non -judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; and (iii) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. (2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies; or (iii) the filing of a mechanic's lien. (3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 29. SELECTION OF SERVICE PROVIDERS: Brokers do not guarantee the performance of any vendors, service or product providers ("Providers"), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. 30. MULTIPLE LISTING SERVICE ("MLS"): Brokers are authorized to report to the MLS a pending sale and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( y VLPA REVISED 12/15 (PAGE 9 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 9 OF 11) Produced with zipFom@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan A8026 ,ywy�.,oLoQix corn Cityor La Qui Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 31. ATTORNEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorneys fees and costs from the non -prevailing Buyer or Seller, except as provided in paragraph 28A. 32. ASSIGNMENT: Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the written consent of Seller. Such consent shall not be unreasonably withheld unless otherwise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyers obligations pursuant to this Agreement unless otherwise agreed in writing by Seller (C.A. R Form AOAA). 33. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti -discrimination Laws. 34. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a counteroffer or addendum If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. 36. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the Parties are incorporated in this Agreement Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance wth the Laws of the State of California Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. 36. DEFINITIONS: As used in this Agreement: A. "Acceptance" means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and personally received by the other Party or that Party's authorized agent in accordance with the terms of this offer or a final counter offer B. "Agreement" means this document and any counter offers and any incorporated addenda, collectively forming the binding agreement between the Parties Addenda are incorporated only when Signed by all Parties C. "C.A.R. Forth" means the most current version of the specific form referenced or another comparable form agreed to by the parties. D. "Close Of Escrow" means the date the grant deed, or other evidence of transfer of title, is recorded. E. "Copy" means copy by any means including photocopy, NCR, facsimile and electronic. F. "Days" means calendar days However, after Acceptance, the last Day for performance of any act required by this Agreement (including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. G. "Days After" means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. H. "Days Prior" means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. I. "Deliver", "Delivered" or "Delivery", unless otherwise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page11, regardless of the method used (i.e., messenger, mail, email, fax, other). J. "Electronic Copy" or "Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party. K. "Law" means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. L. "Repairs" means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. M. "Signed" means either a handwritten or electronic signature on an original document, Copy or any counterpart. 37. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless the offer is Signed by Seller and a Copy of the Signed offer is personally received by Buyer, or by _ _ , who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or by AM/ PM, on (date)) X One or more Buyers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R Form RCSD-B) for additional terms. Date BUYER (Print name) Po/star, LLC Date BUYER (Print name) Additional Signature Addendum attached (C.A R. Form ASA) Buyer's Initials ( ) Seller's Initials ( ) VLPA REVISED 12/15 (PAGE 10 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 10 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 w m zieLo9l x.�om City of La Qui 6P091„M� Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 Date: July 25, 2017 38. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver a Signed Copy to Buyer (If checked) SELLER'S ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER (C.A.R. Form SCO or SMCO) DATED: X One or more Sellers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C A R. Form RCSD-S) for additional terms Date SELLER (Print name) Frank Spevacek, City Manager, La Quinta Date SELLER (Print name) Additional Signature Addendum attached (C.A.R Form ASA). ( / ) (Do not initial if making a counter offer.) CONFIRMATION OF ACCEPTANCE: A Copy of Signed Acceptance was (Initials) personally received by Buyer or Buyer's authorized agent on (date) at AM/ PM. A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. REAL ESTATE BROKERS: A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relationships are confirmed as stated in paragraph 2. C. If specified in paragraph 3A(2), Agent who submitted the offer for Buyer acknowledges receipt of deposit D. COOPERATING BROKER COMPENSATION: Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating Broker agrees to accept, out of Listing Broker's proceeds in escrow, the amount specified in the MILS, provided Cooperating Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MILS. If Listing Broker and Cooperating Broker are not both Participants of the MILS, or a reciprocal MILS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C A R. Form CBC). Declaration of License and Tax (C A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. Real Estate Broker (Selling Firm) None. CaIBRE Lic. # By CaIBRE Lic. # Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail Real Estate Broker (Listing Firm) None. CalBRE Lic. # By CaIBRE Lic. # _ Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), counter offer numbers Seller's Statement of Information and , and agrees to act as Escrow Holder subject to paragraph 26 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Business Oversight, Department of Insurance, Bureau of Real Estate. PRESENTATION OF OFFER: ( ) Listing Broker presented this offer to Seller on (date) Broker or Designee Initials REJECTION OF OFFER: ( )( ) No counter offer is being made This offer was rejected by Seller on (date). Seller's Initials 01996- 2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U S Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS@ (C A R) NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL i Published and Distributed by: Buyers Acknowledge that page 11 is part of REAL ESTATE BUSINESS SERVICES, INC this Agreement a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORSOO .525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by VLPA REVISED 11/14 (PAGE 11 OF 11) Broker or Designee D�4T1Aly VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 11 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLoaix.com City of La Qui CAL [ F O R N I A ACIATBUYER'S INSPECTION ADVISORY � SSOO F li E A L T OION R S x (C.A.R. Form BIA, Revised 11/14) ~�.r Property Address: Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111, La Quinta, 92253 ("Property"). 1. IMPORTANCE OF PROPERTY INVESTIGATION: The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations 2. BROKER OBLIGATIONS: Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance 3. YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMIITED TO THE FOLLOWING. IF YOU DO NOT DO SO, YOU ARE ACTING AGAINST THE ADVICE OF BROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS: Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and nonstructural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES: Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C. WOOD DESTROYING PESTS: Presence of, or conditions likely to lead to the presence of wood destroying pests and organisms D. SOIL STABILITY: Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS;WASTE DISPOSAL: Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees F. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos, lead -based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G. EARTHQUAKES AND FLOODING: Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood. H. FIRE, HAZARD AND OTHER INSURANCE: The availability and cost of necessary or desired insurance may vary The location of the Property in a seismic, flood or fire hazard zone, and other conditions, such as the age of the Property and the claims history of the Property and Buyer, may affect the availability and need for certain types of insurance Buyer should explore insurance options early as this information may affect other decisions, including the removal of loan and inspection contingencies I. BUILDING PERMITS, ZONING AND GOVERNMENTAL REQUIREMENTS: Permits, inspections, certificates, zoning, other governmental limitations, restrictions, and requirements affecting the current or future use of the Property, its development or size. J. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants, and the right of a landlord to terminate a tenancy Deadbolt or other locks and security systems for doors and windows, including window bars, should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY: State and local Law may require the installation of barriers, access alarms, self -latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS: Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below, Buyers acknowledge that they have read, understand, accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Buyer Polstar, LLC O 1991-2004, California Association of REALTORS@, Inc THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS@ (C.A R ) NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. Reviewed by Date a subsidiary of the California Association of REALTORS@ a ` . 525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 11/14 (PAGE 1 OF 1).,; BUYER'S INSPECTION ADVISORY (BIA PAGE 1 OF 1) zipfm no 611 Anton Blvd. , Suite 1400 Costa Mesa, CA 92626 Phone: 714 641-5100 Fax: 714 546-9035 City of La Qui Bolan Tucker Produced withzipFamrw ty zip--l-ccv, 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zlnLcr3in.ecm CALIFORNIA POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER ASSOCIATION OR SELLER - DISCLOSURE AND CONSENT OF R E A L T O R S" (C.A.R. Form PRBS, 11114) A real estate broker (Broker), whether a corporation, partnership or sole proprietorship, may represent more than one buyer or seller. This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees) acting under the Broker's license. The associate licensees may be working out of the same or different office locations. Multiple Buyers: Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on, the same properties. Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers: Broker (individually or through its associate licensees) may have listings on many properties at the same time. As a result, Broker will attempt to find buyers for each of those listed properties. Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others. Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency: If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that: (a) Broker, without the prior written consent of the Buyer, will not disclose to seller that the Buyer is willing to pay a price greater than the offered price; (b) Broker, without the prior written consent of the seller, will not disclose to the buyer that seller is willing to sell property at a price less than the listing price; and (c) other than as set forth in (a) and (b) above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the property to both parties. Offers not necessarily confidential: Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement. Whether any such information is actually disclosed depends on many factors, such as current market conditions, the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Frank Spevacek, City Manager, La Quinta Date Seller Date Buyer Polstar, LLC Date Buyer Date Real Estate Broker (Firm) None. CaIBRE Lic # Date By CaIBRE Lic # Date Real Estate Broker (Firm) None. CaIBRE Lic # Date By CaIBRE Lic # Date © 2014, California Association of REALTORS@, Inc United States copyright law (Title 17 U S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS@ (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORSO It is not intended to identify the user as a REALTORO REALTOR@ is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORSO who subscribe to its Code of Ethics. Published and Distributed by: N REAL ESTATE BUSINESS SERVICES, INC a subsidiary of the California Association of REALTORSO 525 South Virgil Avenue, Los Angeles, California 90020 _� Reviewed by Date PRBS 11/14 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) zipform 611 Anton Blvd. , Suite 1400 Costa Mesa, CA 92626 Phone: 714 641-5100 Fax 714 546-9035 City of"Qui Rutan Tucker Produced with zipFoanO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 e,7s�5r.zioLcai&u.-=i Ill-"Un C A L I F O R N I A REPRESENTATIVE CAPACITY SIGNATURE DISCLOSURE ASSOCIATION (FOR SELLER REPRESENTATIVES) W101 OF R E A L T O R S k` (C.A.R. Form RCSD-S, Revised 6/16) This form is not an assignment. It should not be used to add new parties after a contract has been formed. The purpose of this form is to identify who the principal is in the transaction and who has authority to sign documents on behalf of the principal. This is a disclosure to the X Purchase Agreement, Listing Agreement, Other dated 0712512017 ("Agreement"), for the property known as Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111 ("Property"), between Polstar, LLC, a Limited Liability Company ("Buyer', Listing Broker) and The City of La Quinta, a California Muncipal Corporation and Charter City_ _ _ ____ ("Seller"). If a trust, identify Seller as the trustee(s) of the trust or by simplified trust name (ex. John Doe, co -trustee, Jane Doe, co -trustee or Doe Revocable Family Trust 3.). Full name of trust should be identified in 1A below. If power of attorney, insert principal's name as Seller. 1. A. TRUST: (1) The Property is held in trust pursuant to a trust document, titled (Full name of Trust) dated (2) The person(s) signing below is/are Sole/Co/Successor Trustee(s) of the Trust. X B. ENTITY: Seller is a Corporation, Limited Liability Company, Partnership X Other: Municipal Corporation which has authorized the officer(s), managing member(s), partner(s) or person(s) signing below to act on its behalf. An authorizing resolution of the applicable body of the entity described above is is not attached. C. POWER OF ATTORNEY: Seller ("Principal") has authorized the person(s) signing below ("Attorney -In -Fact", "Power of Attorney" or "PDX) to act on his/her behalf pursuant to a General Power of Attorney ( Specific Power of Attorney for the Property), dated . This form is not a Power of Attorney. A Power of Attorney must have already been executed before this form is used. D. ESTATE: (1) Seller is an estate, conservatorship, or guardianship identified by Superior Court Case name as , Case # (2) The person(s) signing below is/are court approved representatives (whether designated as Sole or Co -Executor, Administrator, Conservator, Guardian) of the estate, conservatorship or guardianship identified above. 2. Seller's Representative represents that the trust, entity or power of attorney for which that Party is acting already exists. Seller: By Date: (Sign Name of Trustee, Officer, Managing Member, Partner, Attorney -in -Fact or Administrator/Executor) (Print Representative Name) Frank Spevacek, City Manager, City of La Quinta Title: By Date: (Sign Name of Trustee, Officer, Managing Member, Partner, Attorney -in -Fact or Administrator/Executor) (Print Representative Name) Title: Acknowledgement of Receipt By Other Party: (Listing Broker) By Date (Buyer) Date (Print Buyer Name) (Buyer) Date (Print Buyer Name) O 2015-2016 California Association of REALTORS®, Inc United States copyright law (Title 17 U S Code) forbids the unauthorized distribution, display and reproduction of this farm, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS& NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. " a subsidiary of the Califomia Association of REALTORS@ c 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by 12111, RCSD-S REVISED 6116 (PAGE 1 OF 1) EQWINOumG REPRESENTATIVE CAPACITY SIGNATURE DISCLOSURE (RCSD-S PAGE 1 OF 1) zipform 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Phone: 714 641-5100 Fax 714 546-9035 City of La Qui Rutan Tucker Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser Michigan 48026 www.zioLoaix.com A _`M A A L I F O R N I AAL REPRESENTATIVE CAPACITY SIGNATURE DISCLOSURE ASSOCIATION (FOR BUYER REPRESENTATIVES) �� OF R E A L T O R S k (C.A.R. Form RCSD-B, Revised 6/16) This form is not an assignment. It should not be used to add new parties after a contract has been formed. The purpose of this form is to identify who the principal is in the transaction and who has authority to sign documents on behalf of the principal This is a disclosure to the X Purchase Agreement, Buyer Representation Agreement, Other , dated 0712512017 ("Agreement"), for the property known as Landscape Parcel at Southwest Corner of Dune Palms Rd. and Highway 111 ("Property"), between The City of La Quinta, a California Municipal Corporation and Charter City ("Seller", "Buyer Broker"). and Polstar, LLC, a Limited Liability Company ("Buyer") If a trust, identify Buyer as the trustee(s) of the trust or by simplified trust name (e.g. John Doe, co -trustee, Jane Doe, co - trustee or Doe Revocable Family Trust 3.) Full name of trust should be identified in 1A below. If power of attorney, insert principal's name as Buyer. 1. A. TRUST: (1) Assets used to acquire/lease the Property are held in trust pursuant to a trust document titled dated (2) The person(s) signing below is/are Sole/Co/Successor Trustee(s) of the Trust. X B. ENTITY: Buyer is a Corporation, X Limited Liability Company, Partnership Other: which has authorized the officer(s), managing member(s), partner(s) or person(s) signing below to act on its behalf. An authorizing resolution of the applicable body of the entity described above is is not attached C. POWER OF ATTORNEY: Buyer ("Principal") has authorized the person(s) signing below ("Attorney -In -Fact", "Power of Attorney" or "POA") to act on his/her behalf pursuant to a General Power of Attorney ( Specific Power of Attorney for the Property), dated . This form is not a Power of Attorney. A Power of Attorney must have already been executed before this form is used. 2. Buyer's Representative represents that the trust, entity or power of attorney for which that Party is acting already exists Buyer: By Date (Sign Name of Trustee, Officer, Managing Member, Partner, or Attorney -in -Fact) (Print Representative Name) Title: By Date- (Sign Name of Trustee, Officer, Managing Member, Partner, or Attorney -in -Fact) (Print Representative Name) Title: Acknowledgement of Receipt By Other Party: (Buyer Broker) By Date: (Seller) Date: (Print Seller Name) Frank Spevacek, City Manager, City of La Quinta (Seller) (Print Seller Name) Date: © 2015-2016 California Association of REALTORS@, Inc United States copyright law (Title 17 U S Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS@ NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL Published and Distributed by: a REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Associafion of REACTORS® ` . 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by RCSD-B REVISED 6/16 (PAGE 1 OF 1) ro w OmC9Rhr'I REPRESENTATIVE CAPACITY SIGNATURE DISCLOSURE (RCSD-B PAGE 1 OF 1) zipform 611 Anion Blvd. , Suite 1400 Costa Mesa, CA 92626 Phone: 714 641-5100 Fax 714 546-9035 City of La Qui Rutan Tucker Produced with zipFornng by : i(.:Lc:7• 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLociix.com ADDENDUM NO. ONE 1. Polstar, LLC shall invest $50,000 to fix current landscaping and irrigation issues and set up a new water meter that separates the service from the adjacent landscape parcels. 2. Polstar, LLC shall be responsible for all further landscape maintenance on the property. Within 6 months of the effective date of this Agreement, Buyer shall complete repair of the current landscaping and irrigation issues and complete set up of the new water meter that separates the service from the adjacent landscape parcels. This clause shall survive close of escrow and other provisions related to landscape maintenance under this Agreement. 3. Notwithstanding any provision in the Agreement to the contrary, Seller shall not lease, license, or otherwise grant any real property interest, or any occupancy or use right in the property after the date of acceptance. Buyer shall have the obligation to pay any and all relocation costs as may be required by any federal, state, or local law if any tenant, subtenant, or any other person or entity has a right or claim of right to the property. 4. Prevailing Wage Compliance. If Buyer is a contractor performing public works and maintenance projects, including landscaping maintenance, Buyer shall comply with applicable Federal, State, and local laws. Buyer is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq., (collectively, the "Prevailing Wage Laws"), and La Quinta Municipal Code Section 3.12.040, which require the payment of prevailing wage rates and the performance of other requirements on "Public works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if construction work over twenty-five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after January 1, 2015. Buyer agrees to fully comply with such Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices. Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a "Public Works" project unless registered with the California Department of Industrial Relations ("DIR") at the time the contract is awarded. If the Services are being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the DIR. Buyer will maintain and will require all subcontractors to maintain valid and current DIR Public Works contractor registration during the term of this Agreement. Buyer shall notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Buyer's or any of its subcontractor's DIR registration status has been suspended, revoked, expired, or otherwise changed. It is understood that it is the responsibility of Buyer to determine the correct salary scale. Buyer shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Buyer's principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Buyer must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Buyer does not pay overtime. In accordance with the provisions 2774/015610-0002 11198264.1 a07/25/17 of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Buyer also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. In addition to the other indemnities provided under this Agreement, Buyer shall defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of any services, including, without limitation, any and all "Public works" (as defined by the Prevailing Wage Laws), Buyer shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Buyer acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Buyer shall require the same of all subcontractors. 2774/015610-0002 11198264.1 a07/25/17 =2- EXHIBIT "A" LEGAL DESCRIPTION PARCEL MAP 33588 LOT D OF PARCEL MAP 33588 AS SHOWN ON MAP ON FILE IN PARCEL MAP BOOK 214, PAGES 24 THROUGH 27, INCLUSIVE, RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, IN THE CITY OF LA QUINTA. SAID LOT CONTAINING 13,096 SQUARE FEET (0.30 ACRES) MORE OR LESS SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS OF WAYS AND EASEMENTS OF RECORD, IF ANY, THE ABOVE DESCRIPTION BEING SHOWN ON THE ATTACHED EXHIBIT "B" AND HEREBY BEING MADE A PART HEREOF. -ACID KEL(���F�°� No, 6667 .A EV• 06/30/10 110 10 ifY� . PREPARED BY: r �� OF � �� D:IAASURVEY17102.0011dwg1600.02 (': March 1 2010 DUNE PALMS\DUNE PALMS.doc Page 1 of 1 AL E $7 EXP 6-30-10 1 I �[ illii Illl lII�I III Hill 11111111 2 71 9 f0o1 87P I I��III �lll��l 11�� I r EXHIBIT "B" HIGHWAY 111 G=7'44'29" R=5000.00' L=675.56' N89'54'27"E 181.00' N89'36'07"E 330.00' 14.60' - 300.00' 30, N01'00'28" qRj �aF N a PM JIL88 �r — Y T FMa 214124-27 v Iv$4 �a'�z"w N89'54'27"E 151.18' -9t7 7F c � imo �� N �0 N .-- U PARca 6 PM 30420 PW 20 44 g z C2- ``N01'34'20"E() ---'LOT D _ ---- 3ell — —PM 33588 1T9s S 4'53'37-w PMB.214/24-27 . _0.30AC .15.08, 98.70' - , N89'5427"E 125,30' PARM 1 PM 335M PW 214124-27 0: LINE TABLE M LINE BEARING L1 N45ro9'37"W CURVE TABLE CURVE DELTA RADIUS Cl D'34'56" 5070.00' C2 0433'52" 5120.00' f</ELLEHEIR MAPPING LENGTH 49.44' LENGTH 51.52' 50.44' SCALE 1 °=60' I < 26' J 30' < m rnz C LO 00 Ice $ n z � 0 30 60 120 180 APE LOT PREPARED BY: �p LAND KE( 47 LA QU/NTA, CA 92253 f' f 760-219-9686 - 760-262-3000 (FAX) _ � `I__ �'� IU -� male@kellehermapping.com DALE ELLEHER, DATE LS 6687 EXP. 6-30-10 I IIIIII IIIIIII IIIII II IIIIIIII IIIII IIIII 11111111 IN IN fa3s0�P No. 6687 Fv. 06/30/10 i` (2f zi ... ... ... ...... ... ... ... ...... ... ........ ...... ... ... ... ... ... ... ......... ... ...... ... ... ... ... ...... ... ... ... ... ...... ... ... ... ... ... ... ...... ... ... ...... ...... .......... ... ... ... ... ...... ... ........ ... ... ...... ... ... ... ... ... ... ... ...... ... ... ...... ... ... ...... ... ... ... ... ... ... ... ... ... ... ... ... ... ...... ...... ....... ...... ...... ...... ......... ... ... ...... ... ...... ... ... ... ...... ... ... ... ...... ....... ... ... ... ... ....... ... ... ... .... ... ...... ... .. ... ... ... ... ... ...... ... ... ... ... ... ... ... ... ...... ......... ...... ... ... ... ... ... ...... ... ...... ... ... ... ... ... ...... ........ ... ... ... ... ... ..... ... ... ... ... ...... ........... ................... ... ... . .... ....... .......... ... .... ...... ........ .... ... ... ... ... ... ...... ... ... ... ... ... ... ... ... ... ........... ... ..... .. .. ... ... ... ... ... ... ... ...... ...... ... ... ... ... ... ... ... ... ... ... ...... ... ... ........ ...... ...... ... ..... ... ... ........ ... ... ... ...... ..... ........ ... ...... ... ... ... ...... ...... ... ... ... ... ... ... ... ... ........ ...... ... ........... ... ... ... ......... ................................ ...... ... ...... . ............ ... .............. ... ... ... ... ... ... ........... ... ... ... ... ...... ........ ... ........ ...... ......... ... ........ ............... .......... ...... ... ... ...... ...... ... .............. ... ...... ... ... ... ... ... ...... .. . ...... ...... ... ... ... ... .... ...... ... ........... ... ... ... ... .. ... ..... .. ... ..... ........ ... ........... ... ... ... ..... ... ... . ..... ... ... ... . ... ... ... ...... ...... ... ... ... ... ..... ... ... ... ... ... ... ... ... ........................ ........... ... ... ... ............ ... ... ... ... ... ... ... ...... ... ... ...... ... ... ... ... ..... ... ...... ... ... ... ... ... ... ... ... ... ... ... ...... ... ... ... ... ... ... ...... ... ... ... ... ... ... ... ... ... ... ... ...... ...... ... ........... ... ...... ... ... ... ... ... ... ... ... ... ... ... ........ ... ... ... ... ... ... ... ... ... ... ... ... .. ... ........ ... ...... ...... ... ... ... ... ... ... ... ... ...... ... ... ... ... ...... ... ... ... ...... ... ...... ... ... ... ...... ... ...... ... ... ... ... .............. ........ ... ... ... ...... ... ... ... ... ........ ... ... ...... ... ...... ... ... ......... ... ...... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...... ... ... ... ... ......... ... ...... ... ... ... ... ... ... ... ......... ......... ... ...... 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