Loading...
2003 Mannino - Purch, Sale & Escrow Instrc - LQ Drive Extensionc * _ -4 AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BY AND BETWEEN DOMINIC A. MANNINO AND PATRICIA J. MANNING, HUSBAND AND WIFE, JAY FRANK MANNING, AS HIS SOLE AND SEPARATE PROPERTY, JODI ELIZABETH MANNING, AS HER SOLE AND SEPARATE PROPERTY, JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/I/D MARCH 5919869 PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/I/D MARCH 59 1986, PHILLIP N. BINDER, TRUSTEE OF THE LINDSAY RAE SATTERFIELD TRUST, PHILLIP N. BINDER, TRUSTEE OF THE EMILY ROSE SATTERFIELD TRUST, PHILLIP N. BINDER, TRUSTEE OF THE HAILEE ANN SATTERFIELD TRUST, AS THEIR INTERESTS APPEAR OF RECORD (JOINTLY, SEVERALLY, AND COLLECTIVELY, "SELLER") AND CITY OF LA QUINTA ("BUYER") 882/015610-0064 377076.03 a03/11/03 TABLE OF CONTENTS Page 1. PURCHASE PRICE......................................................................................................... I 1.1 Amount.................................................................................................................1 1.2 Payment of Purchase Price....................................................................................1 2. ESCROW..........................................................................................................................2 2.1 Opening of Escrow...............................................................................................2 2.2 Escrow Instructions...............................................................................................2 3. TITLE MATTERS............................................................................................................ 2 4. CLOSE OF ESCROW......................................................................................................3 4.1 Close of Escrow; Closing Date............................................................................. 3 4.2 Recordation; Release of Funds and Documents ................................................... 3 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.............3 5.1 Buyer's Obligations.............................................................................................. 3 5.2 Seller's Obligations...............................................................................................4 6. TITLE INSURANCE POLICY........................................................................................4 6.1 Title Policy............................................................................................................4 6.2 Payment for Title Policy....................................................................................... 4 7. REAL PROPERTY TAXES.............................................................................................4 8. CONDITIONS PRECEDENT TO CLOSING.................................................................5 8.1 Conditions Precedent to Buyer's Obligations.......................................................5 8.2 Conditions Precedent to Seller's Obligations....................................................... 5 9. POSSESSION..................................................................................................................6 10. ALLOCATION OF COSTS.............................................................................................6 10.1 Buyer's Costs........................................................................................................ 6 10.2 Seller's Costs........................................................................................................6 11. CONDEMNATION.......................................................................................................... 6 12. BUYER'S ASSISTANCE AS TO REMAINING MANNINO PROPERTY ..................6 12.1 CALTRANS Application......................................................................................6 12.2 Drainage................................................................................................................ 7 13. MISCELLANEOUS.........................................................................................................7 13.1 Assignment........................................................................................................... 7 13.2 Attorney's Fees..................................................................................................... 7 13.3 Notices.................................................................................................................. 7 13.4 Fair Meaning......................................................................................................... 8 882/015610-0064 _ 377076.03 a03/11/03 _1 Page 13.5 13.6 13.7 13.8 13.9 13.10 Headings............................................................................................................... Choice of Laws; Litigation Matters...................................................................... Nonliability of Buyer Officials............................................................................. Gender; Number.................................................................................................... Survival.................................................................................................................8 Time of Essence.................................................................................................... 8 8 8 8 9 13.11 13.12 Waiver or Modification......................................................................................... Broker's Fees........................................................................................................9 9 13.13 13.14 Duplicate Originals............................................................................................... Severability........................................................................................................... 9 9 13.15 13.16 13.17 13.18 Exhibits................................................................................................................. Covenants of Seller...............................................................................................9 Authority...............................10 Entire Agreement; Amendment..........................................................................10 9 EXHIBITS Exhibit A Legal Description of Mannino Property Exhibit B Legal Description of the Property Exhibit C Form of Grant Deed Exhibit D Form of Affidavit of Non -Foreign Entity 882/015610-0064 377076.03 a03/11/03 -11- AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of March _, 2003 ("Effective Date") by and between DOMINIC A. MANNINO AND PATRICIA J. MANNINO, HUSBAND AND WIFE, JAY FRANK MANNINO, AS HIS SOLE AND SEPARATE PROPERTY, JODI ELIZABETH MANNINO, AS HER SOLE AND SEPARATE PROPERTY, JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/I/D MARCH 5, 1986, PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/I/D MARCH 5, 1986, PHILLIP N. BINDER, TRUSTEE OF THE LINDSAY RAE SATTERFIELD TRUST, PHILLIP N. BINDER, TRUSTEE OF THE EMILY ROSE SATTERFIELD TRUST, PHILLIP N. BINDER, TRUSTEE OF THE HAILEE ANN SATTERFIELD TRUST, AS THEIR INTERESTS APPEAR OF RECORD (jointly, severally, and collectively, "Seller"), and the CITY OF LA QUINTA, a California municipal corporation ("Buyer"). RECITALS: A. Seller is the owner of that certain real property located in the City of La Quinta, County of Riverside, State of California, more particularly described in the legal description attached hereto as Exhibit "A" (the "Mannino Property"). B. Buyer desires to purchase a portion of the Mannino Property from Seller (the "Property") and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein. A legal description of the Property is attached hereto and incorporated herein as Exhibit «B„ AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants herein contained, the parties hereto agree as follows: 1. PURCHASE PRICE. 1.1 Amount. Subject to the terms of this Agreement, Buyer hereby agrees to purchase the Property from Seller and Seller agrees to sell the Property to Buyer, for the purchase price of One Hundred Sixty -Two Thousand Nine Hundred Thirty Seven Dollars and fifty cents ($162,937.50) ("Purchase Price"). 1.2 Payment of Purchase Price. On or before 5:00 p.m. on the business day preceding the "Closing Date" (as that term is defined in Section 4.1) or such earlier time as required by "Escrow Holder" in order to close "Escrow" (as those terms are defined in Section 2.1) on the Closing Date, Buyer shall deposit with Escrow Holder the Purchase Price, and such additional funds as may be required to meet Buyer's portion of the closing costs as hereinafter provided. 882/015610-0064 377076.03 a03/11/03 1 2. ESCROW. 2.1 Opening_ of Escrow. Closing of the sale of the Property shall take place through an escrow ("Escrow") to be established within three (3) business days after the execution of this Agreement by the parties hereto, with First American Title Company ("Escrow Holder") at its office located at 3625 Fourteenth Street, Riverside, CA 92502-0986. The opening of the Escrow (the "Opening of Escrow") shall be deemed to be the date that a fully executed copy of this Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyer and Seller in writing of the date of the Opening of Escrow. 2.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that Escrow Holder customarily requires in real property escrows administered by it. In the event of any conflict or inconsistency between Escrow Holder's standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede and be controlling. 3. TITLE MATTERS. Seller shall deliver to Buyer, within five (5) days after the Effective Date of this Agreement, a preliminary title report prepared by First American Title Company ("Title Company") describing the state of title of the Property together with copies of all underlying documents (collectively, the "Preliminary Title Report"). Buyer may, at its sole cost and expense, obtain a current survey of the Property (the "Survey") provided it does so within ten (10) days of the Effective Date. Notwithstanding anything herein to the contrary, Seller shall be obligated to remove all monetary encumbrances against the Property excluding non - delinquent real property taxes and assessments. Buyer shall notify Seller in writing of any objections Buyer may have to title exceptions contained in the Preliminary Title Report or matters shown on the Survey (if Buyer has obtained) no later than the date which is fifteen (15) days after the later of (i) its receipt of the Preliminary Title Report or (ii) its receipt of the Survey within the time period set forth above ("Buyer's Objection Notice"). Buyer's approval or disapproval of the matters set forth in the Preliminary Title Report (and the Survey, if applicable) may be granted or withheld in Buyer's sole and absolute discretion. Buyer's failure to provide Seller with a Buyer's Objection Notice within said period shall constitute Buyer's approval of all exceptions to title shown on the Preliminary Title Report and all matters shown on the Survey (if Buyer has obtained). Seller shall have a period of five (5) days after receipt of Buyer's Objection Notice in which to deliver written notice to Buyer ("Seller's Notice") of Seller's election to either (i) agree to remove the objectionable items on the Preliminary Title Report or Survey prior to the Close of Escrow, or (ii) decline to remove any such title exceptions or Survey matters and terminate Escrow and the obligations of Buyer and Seller to purchase and sell the Property under this Agreement. Seller's failure to provide Buyer with Seller's Notice within said period shall constitute Seller's election to remove the objectionable items on the Preliminary Title Report. If Seller notifies Buyer of its election to terminate rather than remove the objectionable items on the Preliminary Title Report or Survey, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer's receipt of Seller's Notice, to agree to accept the Property subject to the objectionable items, in which event Seller's election to terminate shall be of no effect, and Buyer shall take title at the Close of Escrow subject to such objectionable items without any adjustment to or credit against the Purchase Price. All exceptions to title shown on the Preliminary Title Report, other than those which Seller may 882/015610-0064 377076.03 a03/11/03 2 agree to remove pursuant to this Section 3, shall be deemed to have been approved by Buyer unless Seller is notified otherwise in writing. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, including any survey exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement. The process set forth above for Buyer's review and Seller's response shall apply to any review and response with respect to any amendment or supplement to the Preliminary Title Report, and the Closing shall be extended for such period as is necessary to allow for that review and response process to be completed. 4. CLOSE OF ESCROW. 4.1 Close of Escrow; Closing Date. Provided that all of the conditions of this Agreement precedent to the "Close of Escrow" (as hereinafter defined) have been satisfied (or waived by the appropriate party) prior to or on the Closing Date, the Closing of this transaction for the sale and purchase of the Property shall take place on the date which is five (5) days after the date on which all of "Buyer's Conditions to Closing" and all of "Seller's Conditions to Closing" (as those terms are defined in Section 8) have been satisfied (or waived by the appropriate party) ("Closing Date"). The terms Close of Escrow and the Closing are use herein to mean the time Seller's grant deed conveying fee title to the Property to Buyer is recorded in the Official Records of the Office of the County Recorder of Riverside ("Official Records"). If Escrow is not in a condition to close by the Closing Date, either party not then in default hereunder may, upon five (5) days advance written notice to the other party and Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination shall release either party then in default from liability for such default. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. 4.2 Recordation; Release of Funds and Documents. 4.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official Records, the following documents in the order listed: (i) the grant deed in the form of the attached Exhibit "C" transferring title to the Property to Buyer ("Grant Deed"); and (ii) such other and further documents as may be directed jointly by Buyer and Seller. 4.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price, less any of Seller's closing costs, to Seller, and (ii) conformed copies of all recorded documents to both Buyer and Seller. 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER. 5.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following: (a) the Purchase Price; and 882/015610-0064 377076.03 a03/11/03 3 (b) any and all additional funds, instruments or other documents required from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in order for the Escrow Holder to comply with the terms of this Agreement. 5.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder each of the following: (a) the executed and acknowledged Grant Deed; (b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit") executed and acknowledged by Seller in the form attached hereto as Exhibit "D"; and (c) all other funds, items, and instruments required from Seller (executed and acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to comply with the provisions of this Agreement. 6. TITLE INSURANCE POLICY. 6.1 Title Policy. At the Closing Date, the Title Company, as insurer, shall issue an CLTA owner's standard coverage policy of title insurance ("Title Policy"), in favor of Buyer, as insured, with liability in the amount of the Purchase Price, subject to the following: (a) non -delinquent real property taxes and assessments; (b) title exceptions approved or deemed approved by Buyer pursuant to Section 3 above; (c) any other exceptions approved by Buyer; and (d) the standard printed conditions and exceptions contained in the CLTA standard owner's policy of title insurance regularly issued by the Title Company. 6.2 Payment for Title Policy. Seller shall be responsible for the charges for the Title Policy with coverage up to the amount of the Purchase Price. Buyer shall pay any additional coverage or endorsements it requests. Buyer may, at its election, request an CLTA extended policy of title insurance. Buyer shall pay the difference for the charges between the premium for the extended coverage title policy and the premium for the standard coverage title policy that Seller is responsible for hereunder. Buyer shall also pay for the CLTA survey, if applicable. 7. REAL PROPERTY TAXES. Upon Buyer's acquisition of fee title to the Property, the Property will be exempt from the payment of property taxes and assessments due to Buyer's status as a public agency. Seller shall be responsible for paying for all property taxes or assessments assessed against the Property after the Closing for any period prior to the Closing. 882/015610-0064 377076.03 a03/11/03 8. CONDITIONS PRECEDENT TO CLOSING. 8.1 Conditions Precedent to BUSr's Obligations. The obligations of Buyer under this Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or signed written waiver by Buyer of each and all of the following conditions precedent (collectively, "Buyer's Conditions to Closing"): (a) on the Closing Date, the Title Company shall be irrevocably committed to issue the Title Policy pursuant to Section 6 above insuring fee title to the Property as being vested in Buyer; (b) Escrow Holder holds all instruments and funds required for the Closing and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement; (c) except as otherwise permitted by this Agreement, all representations and warranties by the Seller in this Agreement shall be true on and as of the Closing Date as though made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled by the Closing Date; (d) Seller is not in material default of any term or condition of this Agreement. In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied, or waived in a writing signed by Buyer prior to the expiration of the applicable period for satisfaction or waiver, Buyer may terminate this Agreement. 8.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all of the following conditions precedent ("Seller's Conditions to Closing"): (a) Escrow Holder holds the Purchase Price and all other instruments and funds required for the Closing and will deliver to Seller the instruments and funds, including but not limited to the Purchase Price (less Seller's closing costs) accruing to Seller pursuant to this Agreement; (b) except as otherwise permitted by this Agreement, all representations and warranties by the Buyer in this Agreement shall be true on and as of the Closing Date as though made at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilled by the Closing Date; (c) Buyer is not in material default of any term or condition of this Agreement. In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied, or waived in a writing signed by Seller prior to the expiration of the applicable period for satisfaction or waiver, Seller may terminate this Agreement. 882/015610-0064 377076.03 a03/11/03 5 9. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date. 10. ALLOCATION OF COSTS. 10.1 Buyer's Costs. Buyer shall pay the following costs: (a) fifty percent (50%) of Escrow Holder's escrow fee; (b) Buyer's own attorney's fees incurred in connection with this Agreement and the transactions contemplated hereby; (c) fifty percent (50%) of all the charges for recording the Grant Deed, if any; (d) the premium difference between the CLTA extended policy of title insurance and the CLTA standard coverage policy of title insurance if Buyer requests an extended policy; and (e) any additional title insurance coverages Seller is not required to pay for plus any title endorsements requested by Buyer. 10.2 Seller's Costs. Seller shall pay: (a) fifty percent (50%) of the Escrow Holder's escrow fee; (b) Seller's own attorney's fees in connection with this Agreement and the transactions contemplated hereby; N (d) and (e) this Agreement. Any documentary transfer taxes associated with the conveyance; fifty percent (50%) of all the charges for recording the Grant Deed, if any; the premium for the Title Policy that Seller is required to pay pursuant to 11. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental entity shall commence any proceedings of or leading to eminent domain or similar type proceedings to take all or any portion of the Property, Buyer or Seller shall promptly meet and confer in good faith to evaluate the effect of such action on the purposes of this Agreement and following such meeting either Buyer or Seller may terminate this Agreement. 12. BUYER'S ASSISTANCE AS TO REMAINING MANNINO PROPERTY. Buyer agrees to assist the person or entity who develops the portion of the Mannino Property that Seller retains after Seller has conveyed the Property to Buyer (the "Remaining Mannino Property") in the following manner: 12.1 CALTRANS Application. Buyer and Buyer's staff will support, at no cost to Buyer, the application of owner or developer of the Remaining Mannino Property's to 882ro15610-0064 377076.03 a03/11/03 6 CALTRANS for one or more additional right -in, right -out access points between La Quinta Drive and Dune Palms, provided that the access points meet the City of La Quinta General Plan spacing and any other City requirements. Buyer's support as specified in this Section 12.1 shall consist of the submission of a letter from Buyer's Public Works Department to be submitted with Seller's application to CALTRANS acknowledging that Seller's application complies with the City of La Quinta requirements. 12.2 Drainage. Buyer and Buyer's staff will support, at no cost to Buyer, the owner or developer of the Remaining Mannino Property's efforts to obtain permission to drain storm water directly into the channel located to the north of the Remaining Mannino Property so that such drainage may be used to help satisfy the on -site drainage requirements of the Remaining Mannino Property. Buyer's support shall consist of the submission of a letter from Buyer's Public Works Department to be submitted with Seller's application to the Coachella Valley Water District acknowledging that Seller's application complies with the City of La Quinta requirements. 13. MISCELLANEOUS. 13.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns. Neither party to this Agreement may assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent and approval of the other party, which consent and approval may be withheld in the sole and absolute discretion of either party. No provision of this Agreement is intended nor shall in any way be construed to benefit any party not a signatory hereto or to create a third party beneficiary relationship. 13.2 Attorney's Fees. In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions to this Agreement or the Escrow or otherwise in connection with the Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 13.3 Notices. All notices under this Agreement shall be effective upon personal delivery, via facsimile so long as the sender receives confirmation of successful transmission from the sending machine, or three (3) business days after deposit in the United States mail, registered, certified, postage fully prepaid and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing: To Seller: Dominic Mannino 71320 N. Thunderbird Terrace Rancho Mirage, CA 92270 Facsimile No.: 882/015610-0064 377076.03 a03/11/03 7 Copy to: Tuverson & Hillyard 74830 Highway 111, Suite 200 Indian Wells, CA 92210 Attn: Gregory R. Oleson, Esq. Facsimile No.: 760-766-1535 To Buyer: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Facsimile No.: (760) 777-7101 Copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92628-1950 Attn: M. Katherine Jenson, Esq. Facsimile No.: (714) 546-9035 13.4 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. 13.5 Headings. The headings at the beginning of each numbered Section of this Agreement are solely for the convenience of the parties hereto and are not a part of this Agreement. 13.6 Choice of Laws; Litigation Matters. This Agreement shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Municipal and Superior Courts of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Agreement. Service of process on Buyer shall be made in accordance with California law. Service of process on Seller shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 13.7 Nonliabilit of Buyer Officials. No officer, official, member, employee, agent, or representatives of Buyer shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative. 13.8 Gender; Number. As used in this Agreement, masculine, feminine, and neuter gender and the singular or plural number shall be deemed to include the others wherever and whenever the context so dictates. 13.9 Survival. This Agreement and all covenants to be performed after the Closing, and, except as otherwise set forth herein, all representations and warranties contained herein, shall survive the Closing Date and shall remain a binding contract between the parties hereto. 882/015610-0064 377076.03 a03/11/03 13.10 Time of Essence. Time is of the essence of this Agreement and of each and every term and provision hereof, it being understood that the parties hereto have specifically negotiated the dates for the completion of each obligation herein. 13.11 Waiver or Modification. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 13.12 Broker's Fees. Seller and Buyer represent and warrant to the other that neither Buyer nor Seller has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorney's fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder's fee in connection with the conveyance of the Property arising out of agreements by the indemnifying party to pay any commission or finder's fee. 13.13 Duplicate Originals. This Agreement may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect. 13.14 Severability. If any term, covenant or condition of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons, entities, or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 13.15 Exhibits. The following exhibits are attached hereto and incorporated herein by this reference: Exhibit "A" Legal Description of Mannino Property Exhibit "B" Legal Description of Property Exhibit "C" Grant Deed Exhibit "D" Non -Foreign Affidavit 13.16 Covenants of Seller. Seller agrees that during the period between the Effective Date of this Agreement and the Closing Date: (a) Seller shall maintain the Property in not less than the state of repair as that existing on the Effective Date (excepting ordinary wear and tear and the demolition and removal required to be performed by Seller pursuant to this Agreement); (b) Seller shall not convey, grant, lease, assign, mortgage, hypothecate, encumber, or otherwise transfer (on or off record) the Property or any interest therein; (c) Prior to Closing, Seller shall maintain Seller's existing insurance, if any, on the Property; and 882/015610-0064 377076.03 a03/11/03 9 (d) Seller shall not alter the physical condition of the Property or introduce or release, or permit the introduction or release, of any Hazardous Materials in, from, under, or on the Property. For purposes of this Agreement, the term "Hazardous Materials" means any substance, material, or waste which is, or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (x) designated as "hazardous substances pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.(42 U.S.C. §6903) or (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. 13.17 Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound. 13.18 Entire Agreement; Amendment. Except as set forth above, this Agreement and the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Agreement may be amended or modified in any manner whatsoever except by an agreement in writing signed by duly authorized officers or representatives of each of the parties hereto. [END -- SIGNATURE PAGE FOLLOWS] 882/015610-0064 -10- 377076.03 a03/11/03 IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement, understands it, and hereby executes this Agreement to be effective as of the day and year first written above. "Seller" DOMINIC A. MANNINO AND PATRICIA J. M O, HUSBAND AND WIFE, c ' By Dominic A. Mannino BY49I \ Patricia J. ammno JAY FRANK MANNINO, AS HIS SOLE AND SEPARATE PROPERTY, By Jay Frank Mannino JODI ELIZABETH MANNINO, AS HER SOLE AND SEPARATE PROPERTY, Jodi Elizabeth Mannino JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, By Jan Marie Satterfield PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/UD March 5, 1986 By A Phillip N. 8inder PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/I/D March 5, 1986 By A Phillip N. Binder [signatures continued on next page] 882/015610-0064 377076.03 a03/11/03 -11- 03/31/t3 MON 11.23 I'A8 760 322 5121 TUVERSON & HILLYARD PS Q002 IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement, understands it, and hereby executes this Agreement to be effective as of the day and year first written above. "Seller" DOMINIC A. MANNINO AND PATRICIA J. M 0, HUSBAND AND WIFE, c ' By Dominic A. Martnl=7 B Patricia J. annino JAY FRANK MANNINNO, AS HIS SOLE AND SEPARATE PROPERTY, I.3y y ank M 'n JODI E�,IZABET14 MANNING, AS HER SOLE AND SEPARATE PROPERTY, By Jodi Elizabeth Mannino JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, By Jan Marie Satterfield PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/I/D March 5, 1986 BY - Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE J ASON MICHAEL MANNING TRUST U/VD March 5, 1986 By Phillip N. Binder [signatures continued on next page) NIM 154I0-00" 377076.03 aRzr j 1 /07 -11 - IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement, understands it, and hereby executes this Agreement to be effective as of the day and year first written above. "Seller" DOMINIC A. MANNINO AND PATRICIA J. M O, HUSBAND AND WIFE, r By Dominic A. Mannino BYZIL4� Patricia J. annlino JAY FRANK MANNINO, AS HIS SOLE AND SEPARATE PROPERTY, Lo Jay Frank Mannino JODI ELIZABETH MANNINO, AS HER SOL AND SEPARATE PROPERTY, By i Elizabeth JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, By - Jan Marie Satterfield PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/UD March 5, 1986 By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/UD March 5, 1986 By Phillip N. Binder [signatures continued on next page] 882/015610-0064 377076.03 a03/11/03 -1 1— IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement, understands it, and hereby executes this Agreement to be effective as of the day and year first written above. "Seller" DOMINIC A. MANNINO AND PATRICIA J. MAAFNWO, HUSBAND AND WIFE, c By Dominic A. Mannino By,� J r Patricia J. ammno JAY FRANK MANNINO, AS HIS SOLE AND SEPARATE PROPERTY, By Jay Frank Mannino JODI ELIZABETH MANNINO, AS HER SOLE AND SEPARATE PROPERTY, By Jodi Elizabeth Mannino JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, • 1 B an Marie Satterfield PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/I/D March 511986 By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/I/D March 5, 1986 By Phillip N. Binder [signatures continued on next page] 882/015610-0064 1 377076.03 a03/11 /03 —1 1— ATTEST: 4&- - , 1-30 June Greek, City C APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: M. Katherine Jensodtity Attorney PHILLIP N. BINDER, TRUSTEE OF THE LINDSAY RAE SATTERFIELD TRUST By. ff &t< Phillip N.Binder' PHILLIP N. BINDER, TRUSTEE OF THE EMILY ROSE SATTERFIELD TRUST By ggj� 1 Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE HAILEE ANN SATTERFIELD TRUST By Phillip N. Binder "Buyer" CITY OF LA QUINTA, a California municipal core By: �-► • City Manager [end of signatures] 882/015610-0064 377076.03 a03/11/03 —12- First American Title Company agrees to act as Escrow Holder in accordance with the terms of this Agreement. FIRST AMERICAN TITLE COMPANY By: _ Name: Its: 882/015610-0064 _ 13 _ 377076.03 a03/11/03 EXHIBIT "A" LEGAL DESCRIPTION OF MANNINO PROPERTY The land referred to is situated in the State of California, County of Riverside, City of La Quinta, and is described as follows: [SEE FOLLOWING PAGES] 882/015610-0064 377076.03 a03/11/03 Red property in the Cry cif La Quin a, County cif Rlrr�de Sate of California, describW as. fobs: THAT PORTION OF THE WEST HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY, APPROVED JULY 1.5, 1856, LYING SOUTHERLY OF THE COACHELLA VALLEY STORM WATER RIGHT OF WAY, AS ESTABLISHED BY DECREE OF CONDEMNATION RECORDED OCTOBER 6, 1923 IN BOOK 591 PAGE 223 OF DEEDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA AND NORTHERLY OF THE NORTHERLY LINE OF THE STATE HIGHWAY RIGHT" OF WAY, AS GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED JULY 8, 1936 IN BOOK 285 PAGE 210 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM THAT PORTION LYING SOUTHERLY OF THE NORTHERLY LINE OF THE PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED JUNE S, 1968 AS INSTRUMENT NO. 51793 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO COACHELLA VALLEY COUNTY WATER DISTRICT BY DEED RECORDED SEPTEMBER 41 1962 AS INSTRUMENT NO. 82749 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 882/015610-0064 377076.03 a03/11/03 EXHIBIT "B" LEGAL DESCRIPTION OF PROPERTY The land referred to is situated in the State of California, County of Riverside, City of La Quinta, and is described as follows: [SEE FOLLOWING PAGES] 882/015610-0064 377076.03 a03/11/03 EXHIBIT "A" A PORTION OF THE WEST ONE HALF OF THE BAST ONE HALF OF THE NORTHWEST ONE QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 BAST, SAN BERNARDINO MERIDIAN, AS SHOWN ON DEED RECORDED MARCH 13, 1989 AS INSTRUMENT NO.75451, O.R., MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN MG AT THE INTERSECTION OF THE WESTERLY LINE OF THE SAID WEST ONE HALF WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF HIGHWAY I I I (55-FOOT DALE WIDTH) AS SHOWN IN DEED RECORDED DECEMBE.R 11,1967 AS INSTRtMCZNT NO. 108"1. THENCE NORTH 0(rl3'25" WEST 200.03 FEET ,ALONG SAII3 WESTERLY LINE, ALSO BEING THE EASTERLY LINE OF PARCEL MAP NO.29351. P.M.S. 197/33.36, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 82013'54" EAST 82.26 FEET; THENCE SOUTH 00013'25" EAST 85.73 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 544.00 FEET, A LINE RADIAL TO SAID CURVE AT SAID POINT BEARS SOUTH 8+9°46'35" NEST; THENCE SOUTIUMLY ALONG THE ARC OF SAID CURVE AN ARC DfSTANCE OF 75.37 FEET TMWUGH A C Dn!RAL ANGLE OF 07036' 17". .A LINE RADIAL TO SAID CURVE AT SAID POINT BEARS SOUTH 82017'08" BAST; THENCE SOUTH 37"17'08" BAST 32.53 FEET; THENCE SOUTH 07°42'S2" WEST 15.00 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF HIGHWAY 111; THENCE NORTH 82*17'09" WEST 94.69 FEET ALONG SAID RIGHT OF WAY LINE, TO THE POINT OF BEGINNING. SAID DESCRIBED PARCEL CONTAINS 16,469 SQUARE FEET, MORE, OR LESS. FOR GRAPHICAL PURPOSES SEE EXHIBIT "B" ATTACHED HERETO AND BY THIS R1'. FMWINCE MADE A PART HEREOF. SUBJECT L RIGHTS, RIGHTS -OF -WAY Prop floc AND BASEMENTS OF RECORD, IF ANY. Dft:- L ©D o, K. 7 i;ii;; 0&90/04 THE XEM, COMPANIES, INC. 73-733 Prod Waging Drive, Suite 100 PRIM Dwor % CA 92250 (760) 34&9844 882/015610-0064 377076.03 a03/11/03 P-NI I9 7133-3 6 GAF -''IC; E L I I i EXHIBIT "B" ff PAfta MW Na ?ANSI, pw ys?lm-m SHEET 1 OF 1 t ti �� �;- r ,� tN7Ev-1/1449 M AM t � J l ftx AU r Y fly a� t 7A9 Ks{Ye Compmnl• IUR 4 AMP .S�E' r W 1�-!!� AAf 11rr A*% AL !/ PAW Tot AN am MW &W-sw EXHIBIT "C" FORM OF GRANT DEED [SEE FOLLOWING PAGES] 882/015610-0064 377076.03 a03/11/03 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: CITY OF LA QUINTA 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager SPACE ABOVE THIS LINE FOR RECORDER'S USE (Exempt from Recordation Fee per Gov. Code § 6103) GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, by and between DOMINIC A. MANNINO AND PATRICIA J. MANNINO, HUSBAND AND WIFE, JAY FRANK MANNINO, AS HIS SOLE AND SEPARATE PROPERTY, JODI ELIZABETH MANNINO, AS HER SOLE AND SEPARATE PROPERTY, JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/I/D MARCH 5, 1986, PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/I/D MARCH 5, 1986, PHILLIP N. BINDER, TRUSTEE OF THE LINDSAY RAE SATTERFIELD TRUST, PHILLIP N. BINDER, TRUSTEE OF THE EMILY ROSE SATTERFIELD TRUST, PHILLIP N. BINDER, TRUSTEE OF THE HAILEE ANN SATTERFIELD TRUST AS THEIR INTERESTS APPEAR OF RECORD (jointly, severally, and collectively, the "Grantor"), hereby grants to the CITY OF LA QUINTA, a California municipal corporation ("Grantee"), that certain real property ("Property") located in the City of La Quinta, County of Riverside, State of California, legally described and depicted in Attachment No. 1, which is attached hereto, and incorporated herein by this reference, subject to all matters of record. [end — signature page follows] 882/015610-0064 377076.03 a03/11/03 "Seller" DOMINIC A. MANNINO AND PATRICIA J. MANNINO, HUSBAND AND WIFE, By Dominic A. Mannino By Patricia J. Mannino JAY FRANK MANNINO, AS HIS SOLE AND SEPARATE PROPERTY, By Jay Frank Mannino JODI ELIZABETH MANNINO, AS HER SOLE AND SEPARATE PROPERTY, By Jodi Elizabeth Mannino JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, By Jan Marie Satterfield PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/I/D March 5, 1986 By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/I/D March 5, 1986 By Phillip N. Binder [signatures continued on next page] 882/015610-0064 2 377076.03 a03/11/03 ATTEST: June Greek, City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP LIM M. Katherine Jenson, City Attorney PHILLIP N. BINDER, TRUSTEE OF THE LINDSAY RAE SATTERFIELD TRUST By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE EMILY ROSE SATTERFIELD TRUST By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE HAILEE ANN SATTERFIELD TRUST By Phillip N. Binder "Buyer" CITY OF LA QUINTA, a California municipal corporation 0 City Manager 882/015610-0064 377076.03 a03/11/03 9 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, 51 personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0064 377076.03 a03/11/03 4 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0064 _ 377076.03 a03/11/03 _5 IM STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, 91 personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed .the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0064 377076.03 a03/11/03 6 !. STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0064 377076.03 a03/11/03 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0064 377076.03 a03/11/03 8 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 882/015610-0064 377076.03 a03/11/03 9 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF PROPERTY The land referred to is situated in the State of California, County of Riverside, City of La Quinta, and is described as follows: [SEE FOLLOWING PAGES] 882/015610-0064 Attachment 1 to Grant Deed 377076.03 a03/11/03 EXHIBIT "D" AFFIDAVIT OF NON -FOREIGN ENTITY TO: CITY OF LA QUINTA ("Buyer") The Internal Revenue Code of 1954 ("Code") (26 U.S.C. Sections 1445, 7701) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon transfer of that certain U.S. real property interest described in Exhibit "A" to the Agreement for Purchase and Sale and Escrow Instructions dated , 2003, and incorporated herein by reference ("Property"), that the undersigned ("Seller") hereby certifies the following: 1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and 2. The U.S. taxpayer identification number for Seller is ; and 3. The address for mailing purposes of Seller is: and 4. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller. "Seller" DOMINIC A. MANNINO AND PATRICIA J. MANNINO, HUSBAND AND WIFE, By Dominic A. Mannino By Patricia J. Mannino JAY FRANK MANNINO, AS HIS SOLE AND SEPARATE PROPERTY, By Jay Frank Mannino [signatures continued on next page] 882/015610-0064 377076.03 a03/11/03 4 JODI ELIZABETH MANNINO, AS HER SOLE AND SEPARATE PROPERTY, By Jodi Elizabeth Mannino JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY, By Jan Marie Satterfield PHILLIP N. BINDER, TRUSTEE OF THE CHRISTOPHER J. MANNING TRUST U/I/D March 5, 1986 By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNING TRUST U/I/D March 5, 1986 By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE LINDSAY RAE SATTERFIELD TRUST By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE EMILY ROSE SATTERFIELD TRUST By Phillip N. Binder PHILLIP N. BINDER, TRUSTEE OF THE HAILEE ANN SATTERFIELD TRUST By Phillip N. Binder