Lilley/Jefferson Purchase 03AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
BY AND BETWEEN
JEFF L. LILLEY AND PATRICIA C. LILLEY, AS JOINT TENANTS
(COLLECTIVELY, "SELLER")
AND
CITY OF LA QUINTA
("BUYER")
119/015610-0008
436598.03 a08/12/03
TABLE OF CONTENTS
Paze
1.
PURCHASE PRICE.........................................................................................................1
1.1 Amount................................................................................................................. l
1.2 Payment of Purchase Price....................................................................................1
2.
ESCROW..........................................................................................................................1
2.1 Opening of Escrow...............................................................................................1
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...............................................................................................3
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. HAZARDOUS MATERIALS.........................................................................................6
13. COVENANTS OF SELLER.............................................................................................7
14. MISCELLANEOUS.........................................................................................................7
14.1
Assignment...........................................................................................................
7
14.2
Attorney's Fees.....................................................................................................
7
14.3
Notices..................................................................................................................
8
14.4
Fair Meaning.........................................................................................................
8
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Pate
14.5
Headings...............................................................................................................
8
14.6
Choice of Laws; Litigation Matters......................................................................
8
14.7
Nonliability of Buyer Officials.............................................................................
8
14.8
Gender; Number....................................................................................................
9
14.9
Survival.................................................................................................................9
14.10
Time of Essence....................................................................................................
9
14.11
Waiver or Modification.........................................................................................
9
14.12
Broker's Fees........................................................................................................
9
14.13
Duplicate Originals................................................................................................
9
14.14
Severability...........................................................................................................
9
14.15
Exhibits.................................................................................................................
9
14.16
Authority...............................................................................................................
9
14.17
Entire Agreement; Amendment..........................................................................10
EXHIBITS
Exhibit A
Legal Description of Property
Exhibit B
Form of Grant Deed
Exhibit C
Form of Affidavit of Non -Foreign Entity
Exhibit D
Escrow Instructions
Exhibit E
Special Escrow Instructions
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436598.03 a08/12/03 —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 November _, 2003 ("Effective Date") by and
between JEFF L. LILLEY and PATRICIA C. LILLEY, husband and wife, as Joint Tenants
(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 descriptions
attached hereto as Exhibit "A" consisting of four parcels (the "Property").
B. Buyer desires to purchase the Property from Seller, and Seller desires to sell the
Property to Buyer, on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants
herein contained, the parties hereto agree as follows:
l . 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 TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00)
("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.
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 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.
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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. The
parties additionally agree to the Escrow Holder's standard terms, a copy of which is attached
hereto as Exhibit D and to the additional supplemental instructions contained in Exhibit E.
3. 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
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 7 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, (ii) its receipt of the Survey, or (iii) the Opening of Escrow
("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 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.
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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 January 6, 2004 ("Closing Date").
The terms "Close of Escrow" 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 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 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.
4.2.2 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 7,
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
(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, 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"; and
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(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 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 7 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 3 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.
6.2 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 and Seller shall each pay
title company one-half of any amount for additional risk assumption concerning that property
known as APN 649-071-020 and APN 649-071-021 as to ownership of said parcels. 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.
7. 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 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). Seller
hereby acknowledges and agrees that Seller is obligated to completely payoff, at Closing, any
amounts outstanding under the City of La Quinta Assessment District 2000-1 (notwithstanding
whether such assessment is due and payable as of the Closing Date). Seller shall also be
responsible for paying for all property taxes or assessments assessed against the Property after
the Closing for any period prior to the Closing.
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8. CONDITIONS PRECEDENT TO CLOSING.
8.1 Conditions Precedent to Buyer'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, 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; and
(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 of La Quinta on May 18, 1999, State Clearinghouse Number 99031046, or against the
any of the findings made in the Addendum.
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; and
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(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.
9. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the
Closing Date, subject only to the Permitted Exceptions.
10. ALLOCATION OF COSTS.
10.1 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
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.
10.2 Seller's Costs. Seller shall pay Seller's own attorney's fees, if any, in connection
with this Agreement and the transactions contemplated hereby.
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.
12. 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
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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.
Seller agrees to indemnify, defend and hold Buyer and its respective officers, officials,
members, employees, agents or representatives harmless from any and all losses, liability,
claims, causes of action, demands, damages, costs, fees and expenses (including, but not limited
to, attorneys' fees, expert witness fees and costs) arising directly or indirectly from any
Hazardous Materials which were placed on the Property by Seller or Seller's employees, agents
and/or representatives during the time period that Seller owned fee title to and/or occupied the
Property.
13. 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
(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.
14. MISCELLANEOUS.
14.1 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.
14.2 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
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damages, injunctive or other relief, its reasonable costs and expenses, including without
limitation its expert witness fees and reasonable attorney's fees.
14.3 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: Jeff L. Lilley and Patricia C. Lilley
42270 Adams Street
Indio, CA 92201
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) 546-903 5
14.4 Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
14.5 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.
14.6 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.
14.7 Nonliability 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.
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14.8 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.
14.9 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.
14.10 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.
14.11 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.
14.12 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.
14.13 Duplicate Originals. This Agreement may be executed in any number of
duplicate originals, all of which shall be of equal legal force and effect.
14.14 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.
14.15 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
14.16 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
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(iv) the entering into this Agreement does not violate any provision of any other agreement to
which such party is bound.
14.17 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]
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436598.03 a08/12/03
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.
ATTEST:
2&,=�
June breW, City Clerk
APPROVED AS TO FORM:
RUTAN TUCKER LLP
le, 71— r
By:
. K theri ienson, i Attorney
SELLER:
BUYER:
CITY OF LA QUINTA, a California municipal
corporation
By:
�%I' 4.a�
City Manager
[end of signatures]
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Chicago Title agrees to act as Escrow Holder in accordance with the terms of this Agreement
that are applicable to it.
By: _
Name:
Its:
119/015610-0008
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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:
Parcel 1:
Lot 17 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
APN: 649-071-008
Parcel 2:
Lot 18 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
Excepting therefrom all that portion of Lot 18 lying southerly of the northerly line of the
following described property:
Commencing at the northwest corner of said lot 18; thence south 0° 04' 39" east, 18.71 feet to
the true point of beginning; thence south 0° 04' 39" east, 95 feet; thence north 89' 55' 21" east,
100.00 feet to the east line of Lot 19; thence north 0° 04' 39" west, 95 feet; thence south 89' 55'
west 100.00 feet to the true point of beginning.
APN: 649-071-029
Parcel 3 :
Lot 29 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
Excepting therefrom the North 25 feet.
APN: 649-071-020
Parcel 4:
119/015610-0008
436598.03 a08/12/03
Lot 30 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
APN: 649-071-021
119/015610-0008
436598.03 a08/12/03
EXHIBIT "B"
FORM OF GRANT DEED
[SEE ATTACHED]
119/015610-0008
436598.03 a08/12/03
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF LA QUINTA
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
SPACE ABOVETHIS L1Nt rux xtwxuLx � u3z
(Exempt from Recordation Fee per Gov. Code § 6103)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
JEFF L. LILLEY AND PATRICIA C. LILLEY, husband and wife, as Joint Tenants, hereby
grant 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: 312003
JEFF L. LILLEY
PATRICIA C. LILLEY
119/015610-0008 4
436598.03 a08/12/03
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]
119/015610-0008
436598.03 a08/12/03 5
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:
Parcel 1:
Lot 17 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
APN: 649-071-008
Parcel 2:
Lot 18 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
Excepting therefrom all that portion of Lot 18 lying southerly of the northerly line of the
following described property:
Commencing at the northwest corner of said lot 18; thence south 0° 04' 39" east, 18.71 feet to
the true point of beginning; thence south 0° 04' 39" east, 95 feet; thence north 89' 55' 21" east,
100.00 feet to the east line of Lot 19; thence north 0° 04' 39" west, 95 feet; thence south 89' 55'
west 100.00 feet to the true point of beginning.
APN: 649-071-029
Parcel 3 :
Lot 29 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
Excepting therefrom the North 25 feet.
APN: 649-071-020
Parcel 4:
119/015610-0008 Attachment 1 to Grant Deed
436598.03 a08/12/03
Lot 30 of Tract 2190, in the City of La Quinta, County of Riverside, State of California, as Per
Map Recorded in Book 41, Pages 55 through 57 of Maps, in the Office of the County Recorder
of Said County
APN: 649-071-021
3659 .03 aO008 Attachment 1 to Grant Deed
436598.03 a08/12/03
119/015610-0008 Attachment 1 to Grant Deed
436598.03 a08/12/03
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by a Grant Deed dated
, from Jeff L. Lilley and Patricia C. Lilley, husband and wife, as Joint
Tenants, 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. 2003-083, adopted on September 16, 2003, 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:
Its:
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 Attachment 1 to Grant Deed
436598.03 a08/12/03
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: , 2003 SELLER:
JEFF L. LILLEY
PATRICIA C. LILLEY
119/015610-0008
436598.03 a08/12/03
EXHIBIT "D"
ESCROW INSTRUCTIONS
[See Next 2 Pages]
119/015610-0008
436598.03 a08/12/03
GENERAL PROVISIONS
TO: CHICAGO TITLE COMPANY
Escrow No.
Date
1. Tirne in of the *seams of these Instructions. It this seaow is not In a condition to close by the Ti K OMIT DATE " provided tar herein and
written demand for aarosllation is receive by you from any principal to this escrow after said date. you shall act in accordance with paragraph
7 of the General Provisions. tf no conflicting Instruction or demand for canceaation is made, you WIN proceed to rdoee this escrow when trw
principals have compiled 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 bs in writing. You are
authorized to order demands for, and pay at the oboes of ascrow any encumbrances of record necessary to place We In the condition cailod
for witiout further authorization. You we further authorized, prior to the do" of escrow, to pay from funds on deposit any foss necessary to
obtain any demand and/or ropon as may be required In this escrow and at the doss 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 date loan funds/prooseds are disbursed by the new tender. and borrower agrees to pay same in accordance with
Isndsr's Instructions.
2. You ors Instructed to deliver and/or record all documents and disburse all funds when you can comply with thane instructions and issue any
title insurance policy as Wed tot hsrsin. These instructions. together with any amendments and/or supplements, may be executed in
cournisrparts and together shall constitute one and the earns document. N these instructions relate to a sale. and If there Is no other written
epreoment between the parties pertaining thereto, buyer agreas to toy and seller agrass to salt upon the terms and conditions hereof. All
documents, balances and statements due to undersigned are to be mailed to the respective addresses shown herein, unless otherwise
directed, In tine event that any party to this escrow utilizes facsimile transmitted signed documents, all parties hereby agree to accept and
hereby Irtstruct 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 bowing non original (tacaimlia) signatures will not be accepted for recording by the county recorder.
3. The phrase "close of escrow' (or COB) as used in this escrow me" tie data on which documents are recorded, unless otherwise specified.
4. Assums a 30 day month In any proration herein provided, and unless otherwise instructed, you are to use the information coMainod in the
latest available tax statement, Including any supplemental Woes of record, rental statement as provided by seller and beneficiary's or
association statements delivensd Into escrow tot proration purposes.
S. Upon doss of escrow you are instrutUd to change our respective accounts the costs attributable to each, including but not limited to casts as
provided for hersn and/or in accordance with out respective estimated statements attached hereto and made a put hereof.
6. Recordation of any instruments delivered through this escrow, it necessary of proper for the Issuance of the policy of title hnswancas called for,
is authorized. No examination or Insurance "to the amount or payment of personal properly truces is required wilese specitloWly requested.
7. tf demand to cancel is submitted after the Time Limit Date, any principal to requesting you to cancel this escrow shall fie notice of demand to
caned in your atfica in writing. You shall within toes (3) working days ttafeafter mail by certified mail one copy of such notice to each of the
other principals at the address stated In this escrow. Unisse written objection thereto Is filed in your office by a principal within fifteen (15)
calendar do" after one date of such mailing, you we instructed to cancel this escrow. If this is a sale escrow, you may return the loader's
papers and/or funds upon londar's demand.
S. In the event that this sorrow is canceled, any toss or charges due Chao Title Company including cancellation foss and any expenditures
incurred or authorized shalt be paid from funds on deposit unless otherwise specifically agreed to or determined by a court of competent
jurisdiction. Upon payment thereof, retuum documents and monies to the respective parties depositing same, or"ordered by the coup, and
void any exec ulod Instruments.
9. If tare is no written activity by a principal to this aswow within any six-month patiod after the Time Limit Date set forth herein, Chicago Title
Cornpnuty may, at he option, terminate its agency ahftsiloo and cancel this escrow, returning ail dooumeMs, monies or other items told, to
the respective parties snttied thereto, less any foss and charges as provided herein.
10. R. for any reason, funds are retained or remain in escrow after the closing data, you may deduct therefrom a reasonable charge "custodian,
of not Was than $2 W per month, unless otherwise specified.
11. in the event that you should receive or become awara of conflicting demands or claims with rsoperd to this escrow, or the rights of any or the
parties harato, 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 nwolvod to your satisfaction.
12. In the sent Neat any Offer to Purchase, Deposit Pawipt, or any othet form of purchase Agreement Is dsposited In this escrow, you, as escrow
holler, we not to be concerned with the terns of such document and am 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 Cutter to Purchase, Deposit Recaipt or other form
of Purchase Agroomont as escrow instructions. In any evens, you are not to be concerned or flabie tot hems designated as 'mamoranda' in
these escrow instructions not with any other agreement or contract between the parties.
13. The patties husto, by execution of these insbuctions "nowledge that the escrow holder assumes no responsibility or liability whatsoever for
the supervision of any ad at the pefamhanos of any condition which is a aorndltian subsequent to the dosing of this escrow.
14. in the absence of Instructions to the contrary, you are hereby authorised to utilize wits services, ovetnight, next day, or other expedited
delivery services (as opposed to the regular U.S. Mall) and to chugs the respective peuty'saccount accordingly.
15. Cowto mft any real property involved In ttis pansactiort, you are released from and stall have no'liabilily, obligation or responsibility with
respect to (a) withhoklltg of funds pursuant to Section 1445 of the Internal Revenue Code of I as amended, and to Sections ISM and
1 WN of the California Ammo and Taxation Coda. (b) wising the part!" " to the requirements of said Section 1445, (c) determining
wtiother the tnutsfsror Is a foreign person or a non•reei klent under such Sac*w, nor (d) obtaining a non foreign affidavit at other exemption
fror n withholding tinder said Sammons not otherwise making any inquiry concotning oompiiance with such Sections by any party to the
transaction.
18" N you pay a demand to pay In full a revolving line of oredit or equitylins loon, you are hereby Instructed on my behalf and for my benefit, to
request that the lender Issuing said demand cancan said revolving line or squilyitne of ot"L
17. You we authorized to furnish to any affiliate of Chicago Me 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 canoellabon given In connection with
Oft escrow. M any check wbmltted to escrow Is dishonoto d when pressenW for payment, you are authorized to notify all principals and/or
the& respective agents of such non payment.
18. AN nodoes, change of instructions, communications and documents am to be delivered In writing to the office of Chicago Tide Company, as
sat forth herein.
saint►� anr�n ar (Cwtintlod)
GENERAL PROVISIONS
(Continued)
TO: CHICAGO TITLE COMPANY Escrow No.
Data
19. All funds received in this esttrtsw+r shall bs deposited with Ww twcrow fundsr In oft or fttarfl 1`104ntsmt bearing deMand aatartlnts of ChicaIa
Tits Company In any starts or federal hank a any state or federal savings and loan association {`the depository institutions') and may be
transferred to any other such accounts. The pard" to this escrow acknowledge that whits these accounts do rot boar interest, because of
these and other banWnq relationships with depository institutions. ego Title Company and its allUiates may receive from soma of the
story insgit Wme an easy of bard M9 services, accommodations or other banetits. Chicago Title Company and Its affiliates atao may
elect W enter into other business transactions with or obtain bans for investment or other purposes from some of the depository institutions.
All such services, scoomnlodations and other banality shall so=#. directly or indirectly, to Chicago Tits Corrlpauny and Its affiliates and they
shah ham no obligation to account to the parties to this sactow for the value of such sstvioss, ao ommodstions or other benefits, All
disbursements shall be made by Chicago Tittle Company check, unless otherwise instructed.
Chicago TNhr Company shall not be responsible for any delay M closing If funds racstAd by the escrow are rot available for immediate
withdrawal. Chicago floe Company may, at its option, requite concurrent instructions from aft principals prior to release of any funds an
deposit In this escrow.
20. You are authorized to destroy or otherwise disposs of any and all documents, papers, instructions, correspondence and other material
pertaining to Chia escrow at the expiration of six (6) years from tine does of escrow or cancellation thereof, without liability and without further
notice.
IMPORTANT NOTICE
Except for wire transfers, funds rsmitted to this smaw are subject to avallabifity requirements imposed by Section 12413.1 of the California
Insurance Code. CASHEWS, CEFITIFIED or TELLER'S checks. payable to CHICAGO TITLE COMPANY an generally available fa
disbursernento n the next business day followkV the date of deposit.
OMer forms of payment may cause extended delays in the dosing of your transaction pursuant is the requitsmants imposed by State Law,
"re 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
trana�rs •h9(?f/se• Iro
EXHIBIT "E"
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 1" and the date you
are furnished current taxes (approximately November 1 S), 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
436598.03 a08/UM