Steding/Jefferson Purchase 03ORIGINAL
AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
BY AND BETWEEN
SUE F. STEDING
("SELLER")
AND
CITY OF LA QUINTA
("BUYER")
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TABLE OF CONTENTS
Page
1. PROPERTY....................................................................................................................1
1.1 Improvements.....................................................................................................1
1.2 Fixtures and Personal Property...........................................................................1
2. PURCHASE PRICE......................................................................................................... 2
2.1 Amount................................................................................................................. 2
2.2 Payment of Purchase Price................................................................................... 2
3. RELOCATION ASSISTANCE........................................................................................ 2
4. ESCROW..........................................................................................................................2
4.1 Opening of Escrow............................................................................................... 2
4.2 Escrow Instructions.............................................................................................. 2
5. TITLE MATTERS............................................................................................................2
6. CLOSE OF ESCROW...................................................................................................... 3
6.1 Close of Escrow; Closing Date............................................................................. 3
6.2 Recordation; Release of Funds and Documents ................................................... 4
7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER ............. 4
7.1 Buyer's Obligations.............................................................................................. 4
7.2 Seller's Obligations..............................................................................................4
8. TITLE INSURANCE POLICY........................................................................................ 5
8.1 Title Policy............................................................................................................ 5
8.2 Payment for Title Policy....................................................................................... 5
9. REAL PROPERTY TAXES AND ASSESSMENTS...................................................... 5
10. CONDITIONS PRECEDENT TO CLOSING................................................................. 6
10.1 Conditions Precedent to Buyer's Obligations....................................................... 6
10.2 Conditions Precedent to Seller's Obligations...................:................................... 6
11. POSSESSION..................................................................................................................7
12. ALLOCATION OF COSTS............................................................................................. 7
12.1 Buyer's Costs........................................................................................................ 7
12.2 Seller's Costs........................................................................................................ 8
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Page
13. CONDEMNATION..........................................................................................................8
14. HAZARDOUS MATERIALS......................................................................................... 8
15. COVENANTS OF SELLER............................................................................................ 8
16. MISCELLANEOUS.........................................................................................................9
16.1 Assignment........................................................................................................... 9
16.2 Notices.................................................................................................................. 9
16.3 Fair Meaning......................................................................................................... 9
16.4 Headings.............................................................................................................10
16.5 Choice of Laws; Litigation Matters....................................................................10
16.6 Nonliability of Buyer Officials...........................................................................10
16.7 Gender; Number.................................................................................................10
16.8 Survival...............................................................................................................10
16.9 Time of Essence..................................................................................................10
16.10 Waiver or Modification......................................................................................10
16.11 Broker's Fees......................................................................................................10
16.12 Duplicate Originals.............................................................................................10
16.13 Severability.........................................................................................................11
16.14 Exhibits...............................................................................................................11
16.15 Authority.............................................................................................................11
16.16 Entire Agreement; Amendment.......................................................................... I I
EXHIBITS
Exhibit A
Legal Description of Property
Exhibit B
Form of Grant Deed
Exhibit C
Form of Affidavit of Non -Foreign Entity
Exhibit D
Bill of Sale
Exhibit E
Escrow Instructions
Exhibit F
Special Escrow Instructions
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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 October 21, 2003 ("Effective Date") by and
between SUE F. STEDING (the "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 "Real Property") improved with a residential dwelling (the
"Improvements").
B. Buyer desires to purchase the Property (as that term is defined below) from Seller,
and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein.
C. On July 29, 2003, Buyer issued an offer letter to Seller pursuant to Government
Code Section 7267.2 in order to acquire the Real Property for purposes of widening Jefferson
Street. Buyer had previously issued its notice of intent to appraise the Real Property and had
caused an appraisal to be prepared in accordance with Government Code Section 7267.1(b).
This Agreement is entered into in accordance with Government Code Section 7267.1(a) lieu of
condemnation proceedings under Code of Civil Procedure Section 1245.210, et seq.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants
herein contained, the parties hereto agree as follows:
1. PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement,
and for the consideration herein set forth, Seller hereby agrees to sell to Buyer and Buyer hereby
agrees to purchase from Seller the Real Property and Seller hereby agrees to sell and Buyer
hereby agrees to buy the following:
1.1 Improvements. Seller's interest in and to the Improvements and all tenements,
hereditaments and appurtenances thereto, subject to the Permitted Exceptions (as that term is
defined in Section 8.1);
1.2 Fixtures and Personal Property. Any and all fixtures and fittings that are attached
to the Real Property and Improvements, all existing electrical, mechanical, lighting, plumbing
and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar systems, built-in
appliances, window and door screens, awnings, shutters, window coverings, attached floor
coverings, television antennas, private integrated telephone systems, air coolers/conditioners,
pool/spa equipment, garage door openers/remote controls, mailbox, in -ground landscaping,
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trees/shrubs, water softeners, water purifiers, and security systems/alarms (collectively, the
"Fixtures and Personal Property"). Seller shall be permitted to remove and take the mosaic light
fixture in the dining room, and shall leave for installation the light fixture that was previously
installed at that location.
The Real Property, the Improvements, and the Personal Property are hereinafter
collectively referred to as the "Property."
2. PURCHASE PRICE.
2.1 Amount. The purchase price which Seller agrees to accept and Buyer agrees to
pay for the Property is the sum of TWO HUNDRED FORTY THOUSAND DOLLARS
($240,000.00) ("Purchase Price"). The parties agree that with the exception of relocation
benefits referenced in the Section 3, below, the Purchase Price reflects the full payment that
Seller will receive from Buyer for the Property.
2.2 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 6.1) or such earlier time as required by
"Escrow Holder" in order to close "Escrow" (as those terms are defined in Section 4.1) on the
Closing Date, Buyer shall deposit with Escrow Holder the Purchase Price.
3. RELOCATION ASSISTANCE. In addition to the Purchase Price, Buyer and Seller
agree that Seller and her family shall be entitle to the relocation assistance pursuant to State
Relocation Assistance Law (California Government Code Sections 7260 et seq.; Relocation
Assistance and Real Property Acquisition Guidelines, California Administrative Cove Title 25),
in accordance with the terms and amounts in the relocation benefit letter dated October 6, 2003.
4. ESCROW.
4.1 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 Chicago Title ("Escrow Holder") at its office located at
72980 Fred Waring Drive, Suite B, Palm Desert, California, 92260. 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.
4.2 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. The
parties additionally agree to the Escrow Holder's standard terms, a copy of which is attached
hereto as Exhibit E and to the additional supplemental instructions contained in Exhibit F.
5. TITLE MATTERS. Buyer shall obtain a preliminary title report prepared by Chicago
Title ("Title Company") describing the state of title of the Property together with copies of all
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underlying documents (collectively, the "Preliminary Title Report"). Buyer may, at its sole cost
and expense, obtain a current survey of the Property (the "Survey"). Notwithstanding anything
herein to the contrary, Seller shall be obligated to remove all monetary encumbrances against the
Property excluding non -delinquent real property taxes (except as otherwise provided for in
Section 9 below). 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 ("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 agree to remove pursuant to this Section 4.2, 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.
6. CLOSE OF ESCROW.
6.1 Close of Escrow; Closing Date. Provided that all of the conditions of this
Agreement precedent to the "Close of Escrow" (as hereinafter defined) as set forth in Section 10
below 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
November 13, 2003 ("Outside Closing Date"). Notwithstanding the foregoing, if Buyer and
Seller agree to advance the Closing, and so long as all of "Buyer's Conditions to Closing" and all
of "Seller's Conditions to Closing" (as those terms are defined in Section 10) have been satisfied
(or waived by the appropriate party), Seller and Buyer may elect to authorize the Closing before
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the Outside Closing Date. The terms "Close of Escrow", "Closing Date" and the "Closing" are
used 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 Outside 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.
6.2 Recordation; Release of Funds and Documents.
6.2.1 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 attached
hereto as Exhibit `B") 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.
6.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price, less
any amount to pay property taxes and/or assessments allocable to Seller pursuant to Section 9,
and (ii) conformed copies of all recorded documents to both Buyer and Seller.
7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.
7.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last 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
(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.
7.2 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, subject only to the Permitted
Exceptions (defined hereafter);
(b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit")
executed and acknowledged by Seller in the form attached hereto as Exhibit "C";
(c) a Bill of Sale (the "Bill of Sale") executed and acknowledged by Seller in
the form attached hereto as Exhibit "D"; and
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(d) 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.
8. TITLE INSURANCE POLICY.
8.1 Title Policy. At the Closing Date, the Title Company, as insurer, shall issue a
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 (the
"Permitted Exceptions"):
(a) non -delinquent real property taxes, subject to Seller's obligations to pay
certain taxes pursuant to Section 9 below;
(b) covenants, conditions, restrictions and reservations of record that do not
interfere with the Buyer's proposed use of the Property, as determined in the sole and absolute
discretion of Buyer;
(c) easements or rights -of -way over the Property for public or quasi -public
utility or public street purposes;
(d) title exceptions approved or deemed approved by Buyer pursuant to
Section 4.2 above;
(e) any other exceptions approved by Buyer; and
(f) the standard printed conditions and exceptions contained in the CLTA
standard owner's policy of title insurance regularly issued by the Title Company.
8.2 Payment for Title Policy. Buyer shall be responsible for the charges for the 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 and expense, request an ALTA
extended policy of title insurance. Buyer shall also pay for the Survey, if applicable.
9. REAL PROPERTY TAXES AND ASSESSMENTS. Upon Buyer's acquisition of fee
title to the Property, the Property will be exempt from the payment of property taxes due to
Buyer's status as a public agency. Seller shall be responsible for paying (through Escrow at
Closing) all real and personal property taxes and assessments which are of record as of the
Closing Date and/or have accrued against the Property prior to (and including) the Closing Date
(notwithstanding whether such taxes and/or assessments are due and payable as of the Closing
Date). Buyer hereby acknowledges and agrees that Buyer will provide the funds necessary to
completely payoff, at Closing, any amounts outstanding under the City of La Quinta Assessment
District 2000-1. Seller shall be responsible for paying for all real or personal property taxes or
assessments assessed against the Property after the Closing for any period prior to the Closing.
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10. CONDITIONS PRECEDENT TO CLOSING.
10.1 Conditions Precedent to Buyer's Obli atg_ ions. 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 8 above insuring fee title to the Property as being
vested in Buyer, subject only to the Permitted Exceptions;
(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;
(e) as of the Closing Date, no judicial or administrative challenges have been
presented or filed against: (1) the City's actions in proceeding with the widening of Jefferson
Street; (2) the Addendum certified by the City Council on July 15, 2003, to the Initial
Study/Mitigation Negative Declaration for Jefferson Street Improvements originally certified by
the City Qf La Quinta on May 18, 1999, State Clearinghouse Number 99031046, or against the
any of the findings made in the Addendum; and
(f) If required by Buyer and/or Title Company, Seller shall have caused
his/her spouse to execute the necessary form(s) provided by Title Company to covey all of such
spouse's interest in and to the Property (obtained by reason of marriage) to Seller.
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.
10.2 Conditions Precedent to Seller's Oblijzations. 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;
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(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; and
(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.
11. POSSESSION. After the Close of Escrow, Buyer agrees to allow Seller to remain in
possession of the Property up to and including the earlier of the following dates: (1) April 30,
2004, or (2) the date when Seller surrenders possession of the Property to Buyer. Seller agrees
that on or before that date, Seller shall surrender the Property to the City. Seller's right of
possession under this provision shall not be transferable and may only be utilized by Seller and
her family. Seller shall coordinate the delivery of keys and transfer of possession with the Public
Works Department of the City of La Quinta or its designee. During the holdover period, Seller
shall be responsible for the payment of all utilities, telephone, waters, alarm systems, gardening
services, landscape maintenance and such other charges as those normally paid by a month -to -
month tenant of residential property. Prior to the transfer of possession, Seller shall coordinate
with Buyer as to the cancellation and/or transfer of any ongoing services, such as utilities.
Should any taxes be assessed against Seller's interest (e.g., possessory interest tax), Seller shall
be responsible for the prompt payment of such taxes. Seller shall take no action which would
result in a lien or assessment being recorded against or imposed upon the Property. Seller may
wish to obtain renters insurance and any other insurance she deems necessary to protect her
interests and the interests of her family. Seller understands that Buyer is in no way providing
any insurance coverage that would extend protection to Seller or her family. During the
holdover period, the Seller shall maintain the property in its current condition, normal wear and
tear excepted. Seller accepts the Property during this period in its "AS IS" condition, and Buyer
makes no representations or warranties as to the conditions of the Property. Seller acknowledges
that up until the transfer of possession, Buyer has not inspected the Property and Buyer shall
have no liability arising from the condition or use of the Property during the holdover period.
Seller, on behalf of herself and her family, hereby waives and releases the Buyer, its employees
and agents from any and all liability and claims for damages, including property damage, bodily
injury, or death, which arise the condition, use, occupancy of the Property during the holdover
period. Should any claim be made against the Buyer, its employees or agents (the "Indemnified
Parties") for damages, including property damage, bodily injury, or death, which arise from the
condition, use, or occupancy of the Property, or occur on the Property, during the holdover
period, Seller shall defend and indemnify the Indemnified Parties and promptly pay any
judgment rendered against them.
12. ALLOCATION OF COSTS.
12.1 Buyer's Costs. Buyer shall pay all closing costs associated with this Agreement
and the conveyance of the Property from Seller to Buyer, including any and all escrow and title
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fees, recording fees, documentary transfer tax, the premium for the Title Policy (plus any
additional fee for ALTA extended coverage and/or title endorsements requested by Buyer), and
Buyer's own attorney's fees in connection with this Agreement and the transactions
contemplated hereby.
12.2 Seller's Costs. Seller shall pay Seller's own attorney's fees, if any, in connection
with this Agreement and the transactions contemplated hereby.
13. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental
entity (other than the City) 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.
14. HAZARDOUS MATERIALS.. To the best of Seller's knowledge, the Property has not at
any time been used for the purposes of storing, manufacturing, releasing or dumping Hazardous
Materials. For purposes of this Agreement, the term "Hazardous Materials" shall mean (1)
hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic
substances or related materials, whether solids, liquids or gases, including, but not limited to,
substances deemed as "hazardous wastes," "hazardous materials," "hazardous substances,"
"toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar
designations in, or otherwise subject to regulation under, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. § 9601
et seq.; the Toxic Substance Control Act ("TSCA"), 15 U.S.C. § 2601 et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act
("RCRA"), 42 U.S.C. § 9601, et seq.; the Clean Water Act ("CWA"), 33 U.S.C. § 1251 et seq.;
the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act ("CAA"), 42 U.S.C. §
7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et
seq., the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and
Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans and
Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The Underground
Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter
6.7, the Porter -Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses,
approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines
promulgated pursuant to the preceding laws or other similar federal, state or local laws,
regulations, rules or ordinances now or hereafter in effect relating to environmental matters
(collectively the "Environmental Laws"); and (ii) any other substances, constituents or wastes
subject to any applicable federal, state or local law, regulation, ordinance or common law
doctrine, including any Environmental Law, now or hereafter in effect, including, but not limited
to, (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor
vehicle fuel, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) polychlorinated
biphenyls (PCB's) and (I) ureaformaldehyde.
15. COVENANTS OF SELLER. Seller agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
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(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);
(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
(d) Prior to the Closing, 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.
16. MISCELLANEOUS.
16.1 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.
16.2 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:
Sue F. Steding
46450 Jefferson Street
La Quinta, California 92253
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
16.3 Fair Meaning.
This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
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16.4 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.
16.5 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.
16.6 Nonliabilit o� f 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.
16.7 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.
16.8 Survival. This Agreement and all covenants to be performed after the Closing,
and, except as otherwise set forth herein, all representations and warranties contained herein,
shall survive the Closing Date and shall remain a binding contract between the parties hereto.
16.9 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.
16.10 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.
16.11 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.
16.12 Duplicate Originals. This Agreement may be executed in any number of .
duplicate originals, all of which shall be of equal legal force and effect.
119/015610-0008
442442.03 a10/20/03 _ 1 0—
16.13 Severability. If any term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant, or
condition to persons, entities, or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
16.14 Exhibits. The following exhibits are attached hereto and incorporated herein by
this reference:
Exhibit "A"
Legal Description of Property
Exhibit `B"
Grant Deed
Exhibit "C"
Non -Foreign Affidavit
Exhibit "D"
Bill of Sale
Exhibit "E"
Escrow Instructions
Exhibit "F"
Special Escrow Instructions
16.15 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.
16.16 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]
119/015610-0008
442442.03 a10/20/03 -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.
ATTEST:
- S��� "�C(. c.-- �. -. � ; j
Jun r k, City Clerk
APPROVED AS TO FORM:
RUTAN TUC R, LLP
By:
M. Kat erine Jenson, y AttbmU
SELLER:
SUE F. STEDING
BUYER:
CITY OF LA UINTA, a California municipal
corpo ' on
By:
Don Ado h, Ma r
[end of signatures]
119/015610-0008 _
442442.03 a10/20/03 12
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:
Y
F. STE G
ATTEST:
June Greek, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
M. Katherine Jenson, City Attorney
BUYER:
CITY OF LA QUINTA, a California municipal
corporation
A
Don Adolph, Mayor
[end of signatures]
119/015610-0008 -12-
442442.03 a10/20/03
Chicago Title agrees to act as Escrow Holder in accordance with the terms of this Agreement.
CHICAGO TITLE
By: _
Name:
Its:
119/015610-0008
442442.03 a10/20/03 -13-
EXHIBIT "A"
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:
Lot 32 of Tract 2190, as Shown by Map on File in Book 41, Pages 55 Through 57 of Maps,
Records of Riverside County, California.
119/015610-0008
442442.03 a10/20/03
EXHIBIT "B"
FORM OF GRANT DEED
[SEE ATTACHED]
119/015610-0008
442442.03 a10/20/03
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,
SUE F. STEDING, a Married Woman as Her Sole and Separate Property hereby grants to the
CITY OF LA QUINTA, a California municipal corporation, that certain real property located in
the City of La Quinta, County of Riverside, State of California, legally described on Attachment
No. 1, which is attached hereto, and incorporated herein by this reference, subject to all matters
of record.
Dated: , 2003
119/015610-0008
442442.03 a10/20/03
2
SUE F. STEDING
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]
119/015610-0008
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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:
Lot 32 of Tract 2190, as Shown by Map on File in Book 41, Pages 55 Through 57 of Maps,
Records of Riverside County, California.
APN: 649-090-008
119/01 a10/20/03 0Attachment 1 to Grant Deed
.03 a1 442442.03
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by a Grant Deed dated
from Sue F. Steding a Married Woman as Her Sole and Separate
Property, to the City of La Quinta, a municipal Corporation, ("City") is hereby accepted by the
City by the signature of the undersigned agent on behalf of the City pursuant to the authority
conferred upon him by the Resolution No. , adopted on , and that the City,
as the Grantee, by its said duly authorized agent, hereby consents to the recordation thereof.
DATED:
CITY OF LA QUINTA, a Municipal Corporation
By:
Name: Mark Weiss
Assistant City Manager, City of La Quinta
I HEREBY ATTEST to the authenticity of the foregoing signature and to the said adoption of
the said Resolution of his general authority to so act and certify that said authority has not
been revoked by any subsequent Resolution or order of the City.
DATED:
June S. Greek, City Clerk, City of La Quinta
119/015610-0008
442442.03 a10/20/03 Attachment 1 to Grant Deed
EXHIBIT "C"
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 penalty 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.
Dated: 312003 SELLER:
SUE F. STEDING
119/015610-0008
442442.03 a10/20/03
EXHIBIT "D"
BILL OF SALE
SUE F. STEDING (the "Seller"), in consideration of good and valuable consideration in
hand paid by THE CITY OF LA QUINTA (the "Buyer"), the receipt and sufficiency of which is
hereby acknowledged, does by these presents release, transfer, bargain, sell, assign and convey
unto the Buyer, its successors and assigns, all of the Personal Property as such is defined in that
certain Agreement for Purchase and Sale and Escrow Instructions between Seller and Buyer
executed , 2003, as such may have been amended.
Seller does hereby represent and warrant that all such property is free and clear of all
security interests, liens and encumbrances other than those assumed by Buyer and in good
working order and condition. Seller does hereby covenant with Buyer that it has good right to
sell, transfer, convey and assign all of right, title and interest in the same to Buyer and will
warrant and defend the same in favor of Buyer, its successors and assigns.
IN WITNESS WHEREOF, the Seller has caused these presents to be signed as of this
day of , 2003.
SELLER:
SUE F. STEDING
119/015610-0008
442442.03 a 10/20/03
EXHIBIT "E"
ESCROW INSTRUCTIONS
[See Next 2 Pages]
119/015610-0008
442442.03 a10/20/03
GENERAL PROVISIONS
TO: CHiCAGO TITLE COMPANY
Escrow No.
Date
Time is of the essence of these instructions. If this escrow is not In a condition to close by the TIME LIMIT DATE as provided for herein and
written demand for cancellation is received by you from any principal to this escrow after said date, you shalt act in accordance with paragraph
7 of the General Provisions. 0 no conflicting instruction or demand for cancellation is made, you will proceed to close this escrow when the
principals have complied with the escrow instructions. In the event one or more of the General Provisions are held to be invalid, those
remaining will continue to be operative. Any amendments of or supplements to any instructions affecting escrow must be in writing: You ere
authorized to order demands for, end pay at the close of escrow any encumbrances of record necessary to place title in the condition called
for without further authorization. You are further authorized, prior to the dose of escrow, to pay from funds on deposit any tees necessary to
obtain any demand and/or report as may be required in this escrow and at the close of escrow charge the parties as appropriate. The
principals will hand you any funds and instruments required from each respectively to complete this escrow. Interest on any new financing
may begin to accrue on the data loan funds/proceeds are disbursed by the new lender, and borrower agrees to pay same in accordance with
lender's instructions.
2. You are instructed to deliver and/or rscord all documents and disburse all funds when you can comply with these instructions and issue any
title insurance policy as called for herein. These instructions, together with any amendments and/or supplements, may be executed in
counterparts and together shall constitute one and the same document. it these instructions relate to a sale, and if there is no other written
agreement between the parties pertaining thereto, buyer agrees to buy and seller agrees to sell upon the terms and conditions hereof. Ali
documents, balances and statements due the undersigned are to be mailed to the respective addresses shown herein, unless otherwise
directed. In the event that any party to this escrow utilizes facsimile transmitted signed documents, all parties hereby agree to accept and
hereby instruct the escrow holder to rely upon such documents as if they bore original signatures. Buyer and seller further acknowledge that
any documents to be recorded bearing non original (facsimile) signatures will not be accepted for recording by the county recorder.
3. The phrase `doss of escrow" (or COE) as used in this escrow means the data on which documents are recorded, unless otherwise specified
4. Assume a 30 day month in any proration herein provided, and unless otherwise instructed, you we to use the information contained in the
latest available tax statement, Including any supplemental taxes of record, rental statement as provided by seller and beneficiary's or
association statements delivered into escrow for proration purposes.
5. Upon dose of escrow you we instructed to charge our respective accounts the costs attributable to each, including but not limited to costs as
provided for herein and/or in accordance with our respective estimated statements attached hereto and made a part hereof.
6. Recordation of any Instruments delivered through this escrow, if necessary or proper for the Issuance of the policy of title insurance called for,
is authorized. No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested.
7. If demand to cancel is submitted after the Time Limit Date, any principal so requesting you to cancel this escrow shall file notice of demand to
cancel in your office in writing. You shall within three (3) working days thereafter mail by certified mail one copy of such notice to each of the
other principals at the address stated in this escrow. Unless written objection thereto is filed in your office by a principal within fifteen (15)
colander days after the date of such mailing, you are Instructed to cancel this escrow. If this is a sate escrow, you may return the lender's
papers and/or funds upon lender's demand.
8. In the event that this escrow is canceled, any fees or charges due Chicago Title Company including cancellation fees and any expenditures
incurred or authorized shall be paid from funds on deposit unless otherwise specifically agreed to or determined by a court of competent
jurisdiction. Upon payment thereof, return documents and monies to the respective parties depositing same, or as ordered by the court, and
void any executed instruments.
9. If there is no written activity by a principal to this escrow within any six-month period after the Time Urnit Data set forth herein. Chicago Title
Company may, at its option, terminate its agency obligation and cancel this escrow, returning all documents, monies or other items held, to
the respective parties entitled thereto. Is" any fees and charges as provided herein.
10. If, for any reason, funds are retained or remain in escrow after the closing date, you may deduct therefrom a reasonable charge as custodian,
of not less than S25.00 per month, unless otherwise specified.
11. In the event that you should receive or became aware of conflicting demands or claims with respect to this escrow, or the rights of any of the
parties hereto, or any money or property deposited herein, you shall have the absolute right at your option to discontinue any or all further acts
until such conflict is resolved to your satisfaction.
12. In the event that any Offer to Purchase, Deposit Receipt, or any other form of Purchase Agreement is deposited In this escrow, you, as escrow
holder, are not to be concerned with the terms of such document and ire relieved of all responsibility in connection therewith. The foregoing is
not applicable in any transaction in which Chicago Title has specifically agreed to accept an Offer to Purchase, Deposit Receipt or other form
of Purchase Agreement as escrow instructions. In any went, you are not to be concerned or liable for Items designated as "memoranda" in
these escrow Instructions nor with any otter agreement or contract between the parties.
13. The parties hereto, by execution of these instructions acknowledge that the escrow holder assumes no responsibility or liability whatsoever for
the supervision of any act or the performance of any condition which Is a condition subsequent to the closing of this escrow.
14. in the absence of Instructions to the contrary, you are hereby authorized to utilize wire services, overnight, next day, or other expedited
delivery services (as opposed to the regular U.S. Mail) and to charge the respective pony's account accordingly.
15. Concerning any real property involved In this transaction, you are released from and shall have no liability, obligation or responsibility with
respect to (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code of 1986 as amended, and to Sections 18662 and
18668 of the California Revenue and Taxation Code, (b) advising the parties as to the requirements of said Section 1445, (c) determining
whether the transferor is a foreign person or a non-resident under such Section, nor (d) obtaining a non foreign affidavit or other exemption
from withholding under said Sections nor otherwise making any inquiry concerning compliance with such Sections by any party to the
transaction.
16.E If you pay a demand to pay in full a revolving line of credit or squitylins loan, you are hereby instructed on my behalf and for my benefit, to
request that the lender issuing said demand cancel said revolving line or squityline of credit.
17. You are authorized to fumish to any affiliate of Chicago Title Company, any attorney, broker or lender identified with this transaction or any
one acting on behalf of such tender any information, instructions, amendments, statements, or notices of cancellation given in connection with
this sallow. If any check submitted to escrow is dishonored when presented for payment, you are authorized to notify all principals and/or
their respective agents of such non payment.
18. AN notices, change of instructions, communications and documents are to be delivered in writing to the office of Chicago Title Company, as
set forth herein.
&EAPi ,iai"isx- N. (Continued)
GENERAL PROVISIONS
(Continued)
TO: CHICAGO TITLE COMPANY
Escrow No.
Data
19. All funds received in this escrow shall be deposited with other escrow funds in one or more non -Interest bearing demand accounts of Chicago
Title Company In any state or federal bank or any state or federal savings and loan association ('the depository institutions") and may be
transferred to any other such accounts. The parties to this escrow acknowiedge that while these accounts do not bear interest, because of
these and other banking relationships with depository institutions, Chicago Title Company and its affiliates may receive from some of the
depository intstitutions an array of banking services, accommodations or other benefits. Chicago Title Company and its affiliates also may
elect to enter into other business transactions with or obtain bans for investment or other purposes from some of the depository institutions.
All such services, accommodations and other benefits shall accrue, directly of Indirectly, to Chicago Title Company and its affiliates and they
shall have no obligation to account to the partial to this escrow for the value of such services, accommodations or other benefits. All
disbursements shall be made by Chicago Title Company check, unless otherwise instructed.
Chicago Title Company shall not be responsible for any delay in closing if funds received by the escrow are not available for immediate
withdrawal. Chicago Title Company may, at its option, require concurrent instructions from all principals prior to release of any funds on
deposit in this escrow.
20. You are authorized to destroy of otherwise dispose of any and all documents, papers, instructions, correspondence and other material
pertaining to this escrow at the expiration of six (6) years from the close of escrow or cancellation thereof, without liability and without further
notice.
IMPORTANT NOTICE
Except tot wire transfers, funds remitted to this escrow are subject to availability raquirements imposed by Section 12413.1 of the California
Insurance Code. CASHIER'S, CERTIFIED or TELLER'S checks, payable to CHICAGO TITLE COMPANY are generally available for
disbursement on the next business day following the date of deposit.
Other forms of payment may cause extended delays in the closing of your transaction pursuant to the requirements imposed by State Law.
('Mrs, transfer Information available upon request)
ALL PARTIES TO THIS ESCROW ACKNOWLEDGE THAT CHICAGO TITLE COMPANY DOES NOT PROVIDE
LEGAL ADVICE NOR HAS IT MADE ANY INVESTIGATION, REPRESENTATIONS OR ASSURANCES
WHATSOEVER REGARDING THE LEGAL ASPECTS OR COMPLIANCE OF THIS TRANSACTION WITH ANY
TAX. SECURITIES OR ANY OTHER STATE OR FEDERAL LAWS. IT IS RECOMMENDED THAT THE PARTIES
OBTAIN INDEPENDENT LEGAL COUNSEL AS TO SUCH MATTERS.
THE FOREGOING ESCROW INSTRUCTIONS AND GENERAL PROVISIONS HAVE BEEN READ AND ARE
UNDERSTOOD AND AGREED TO BY EACH OF THE UNDERSIGNED.
CITY OF LA QUINTA
A CALIFORNIA MUNICIPAL CORPORATION
THOMAS P. GENOVESE, CITY MANAGER
tEOn-,o/2z/so fro
EXHIBIT "F"
SPECIAL ESCROW INSTRUCTIONS
PRORATIONS AND/OR ADJUSTMENTS:
Escrow Holder is authorized and instructed to prorate and/or make adjustments on the
following items as of the close of escrow date:
TAXES ON REAL PROPERTY:
Prorate taxes, including all tax bill items, except taxes on personal property not conveyed
through this escrow, based on the current year's taxes, except between July 1st and the date you
are furnished current taxes (approximately November 1 St), based on immediate preceding year's
taxes. In each case use the figures furnished you by the title company, without liability on your
part as to their correctness. Owner to pay prior to delinquency, supplemental tax bills, and any
taxes on personal property not being sold herein, which taxes are a lien on the real property being
conveyed and you are not to be concerned herewith.
Refund, if any, from the Riverside County Tax Collector, for refund of taxes buyer is
being debited for herein, is to be handled outside of escrow. Chicago Title. Company, its officers
and employees are relieved of all responsibility and liability in connection therewith.
119/015610-0008
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