Mills/Jefferson Purchase 03AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
BY AND BETWEEN
`i .
HARVEY A. MILLS AND AUDREY $- MILLS
("SELLER")
CITY OF LA QUINTA
("BUYER")
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TABLE OF CONTENTS
Pace
1. PROPERTY....................................................................................................................1
1.1 Improvements.....................................................................................................1
1.2 Fixtures and Personal Property ...........................................................................1
2. PURCHASE PRICE AND RELOCATION ASSISTANCE............................................2
2.1 Amount.................................................................................................................2
2.2 Payment of Purchase Price....................................................................................2
3. ESCROW..........................................................................................................................3
3.1 Opening of Escrow............................................................................................... 3
3.2 Escrow Instructions...............................................................................................3
4. TITLE MATTERS............................................................................................................ 3
5. CLOSE OF ESCROW......................................................................................................4
5.1 Close of Escrow; Closing Date.............................................................................4
52 Recordation; Release of Funds and Documents...................................................4
6. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.............4
6.1 Buyer's Obligations.............................................................................................. 5
6.2 Seller's Obligations...............................................................................................5
7. TITLE INSURANCE POLICY........................................................................................5
7:1 Title Policy............................................................................................................5
7.12 Payment for Title Policy....................................................................................... 6
8. REAL PROPERTY TAXES AND ASSESSMENTS......................................................6
i
9. C NDITIONS PRECEDENT TO CLOSING.................................................................6
9 1 Conditions Precedent to Buyer's Obligations.......................................................6
92 Conditions Precedent to Seller's Obligations....................................................... 7
10. POSSESSION..................................................................................................................7
11. ALLOCATION OF COSTS.............................................................................................7
1 .1 Buyer's Costs........................................................................................................7
1 .2 Seller's Costs........................................................................................................7
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Page
12. CONDEMNATION..........................................................................................................7
13. HAZARDOUS MATERIALS.........................................................................................8
14. COVENANTS OF SELLER.............................................................................................8
15. MISCELLANEOUS.........................................................................................................8
15.1 Assignment...........................................................................................................9
15.2 Notices..................................................................................................................9
15.3 Fair Meaning.........................................................................................................9
15.4 Headings...............................................................................................................9
15.5 Choice of Laws; Litigation Matters...................................................................... 9
15.6 Nonliability of Buyer Officials...........................................................................10
15.7 Gender; Number..................................................................................................10
15.8 Survival ...............................................................................................................10
15.9 Time of Essence..................................................................................................10
15.10 Waiver or Modification.......................................................................................10
15.11 Broker's Fees......................................................................................................10
15.12 Duplicate Originals.............................................................................................10
15.13 Severability.........................................................................................................10
15.14 Exhibits...............................................................................................................10
15.15 Authority.............................................................................................................11
15.16 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 February _, 2004 ("Effective Date") by and
between HARVEY A. MILLS AND AUDREY R. MILLS Trustee(s) of the Mills Family
Revocable Living Trust Dated May 17, 1997 (collectively, "Seller") and the CITY OF LA
QUINTA, a California municipal corporation ("Buyer").
RECITALS:
A. Seller is the owner of that certain real property located in the City of La Quinta,
County of Riverside, State of California, more particularly described in the legal description
attached hereto as Exhibit "A" (the "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). On
January 21, 2004, Buyer sent a notice of public hearing pursuant to Code of Civil Procedure
Section 1240.030 relating to a proposed resolution of necessity. 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 7.1);
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
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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,
trees/shrubs, water softeners, water purifiers, and security systems/alarms (collectively, the
"Fixtures and Personal Property"). However, Buyer and Seller agree that Seller may remove the
following items from the Property: (1) custom cabinets in garage; (2) chandelier from dinning
room; (3) built-in china cabinet from dinning room; (4) ceiling fan from dinning room; (5)
vertical blinds from dinning room; (6) ceiling fan from hallway; (7) handicap fixtures from
bathrooms (i.e grab rails, guard rails, etc); (8) two med. mirrors from bathrooms; (9) shelving
from den; (10) curtains and drapes from bedrooms; (11) ceiling fan(s) from bedrooms; (11)
ceiling fan from enclosed patio; (12) 2 security lights from backyard; (3) various plants from
backyard, including approximately 12 rosebushes; and (13) sculpted cement edging along border
of grass area in back yard. When the plants are removed, Seller will fill in the holes where the
plants were located, and ensure that the ground in the area is level.
The Real Property, the Improvements, and the Personal Property are hereinafter
collectively referred to as the "Property."
2. PURCHASE PRICE AND RELOCATION ASSISTANCE.
Amount. The purchase price which Seller agrees to accept and Buyer agrees to pay for
the Property is the sum of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000).
The parties further agree that in addition to the Purchase Price, Seller shall be entitled to a
payment FIFTY THOUSAND DOLLARS ($50,000) in for relocation assistance pursuant to
State Relocation Assistance Law (California Government Code Sections 7260 et seq.; Relocation
Assistance and Real Property Acquisition Guidelines, California Administrative Code Title 25)
("Relocation Benefits"). The parties agree that the Purchase Price and the Relocation Benefits
are the full and complete compensation that Seller will receive as just compensation for the
Property and their relocation from the Property, with the sole exception that the Seller shall also
be entitled to reasonable, actual, moving expenses (including packing and unpacking) for Seller's
household items. Seller, in coordination with Buyer's relocation specialist, shall obtain a
minimum of three (3) competitive bids for the moving expenses, and Buyer shall have the right
to select the lowest costs bid. Seller agrees that this the compensation set forth in the paragraph
shall represent full and complete compensation for all claims associated with the Property and
Seller's relocation there from, and Seller waives Seller's rights to seek any further compensation,
expenses, costs, or benefits from Buyer. The Relocation Benefits will be paid to Seller as a lump
sum upon the completion of their relocation from the Property. Seller shall have the option of
obtaining an advance in the amount of up to THIRTY-FIVE THOUSAND DOLLARS ($35,000)
in the event that the escrow for Seller's acquisition of a replacement home is scheduled to close
before the escrow on the Property. If Seller exercises this option, the City shall pay the advance
directly into the escrow for the replacement property at or before the closing date on the
replacement property escrow. The remainder of the relocation benefit will be paid to Seller upon
the completion of Seller's relocation.
2.1 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 5.1) or such earlier time as required by
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"Escrow Holder" in order to close "Escrow" (as those terms are defined in Section 3.1) on the
Closing Date, Buyer shall deposit with Escrow Holder the Purchase Price.
3. ESCROW.
3.1 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.
3.2 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.
4. 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 8 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
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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 3.2, 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.
5. CLOSE -OF -ESCROW.
5.1 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 9
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 April
30, 2004 ("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 9) have been satisfied (or waived
by the appropriate party), Seller and Buyer may elect to authorize the Closing before 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.
5.2 Recordation; Release of Funds and Documents.
5.2.1 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.
5.2.2 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 8,
and (ii) conformed copies of all recorded documents to both Buyer and Seller.
6. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.
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6.1 Buyer's Obli ag tions. 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.
6.2 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
(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.
7. TITLE INSURANCE POLICY.
7.1 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 8 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 3.2 above;
(e) any other exceptions approved by Buyer; and
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(f) the standard printed conditions and exceptions contained in the CLTA
standard owner's policy of title insurance regularly issued by the Title Company.
7.2 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.
8. 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 of the
Closing Date and/or have accrued against the Property prior to (and including) the Clomg Date
(notwithstanding whether such taxes and/or assessments are due and payable as of the Closing
Date). Buyer hereby acknowledges and agrees that Buyer is obligated to completely ayoff, at
Closing, any amounts outstanding under the City of La Quinta Assessment Distric 2000-1.
Seller shall be responsible for paying for all real or personal property taxes or as essments
assessed against the Property after the Closing for any period prior to the Closing.
9. CONDITIONS PRECEDENT TO CLOSING.
9.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer i mder 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 recedent
(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 7 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 of La Quinta on May 18, 1999, State Clearinghouse Number 99031046, or against the
any of the findings made in the Addendum; and
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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.
9.2 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
(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.
10. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the
Closing Date, subject only to the Permitted Exceptions. Seller shall complete Seller's relocation
prior to the Closing Date.
11. ALLOCATION OF COSTS.
11.1 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.
11.2 Seller's Costs. Seller shall pay Seller's own attorney's fees, if any, in connection
with this Agreement and the transactions contemplated hereby.
12. 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.
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13. 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 ("CWX ), 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, (II) polychlorinated
biphenyls (PCB's) and (I) ureaformaldehyde.
14. 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);
(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.
15. MISCELLANEOUS.
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15.1 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.
15.2 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: Harvey A. Mills
Audrey)( Mills R
46170 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
15.3 Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
15.4 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.
15.5 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.
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15.6 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.
15.7 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.
15.8 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.
15.9 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.
15.10 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.
15.11 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.
15.12 Duplicate Originals. This Agreement may be executed in any number of
duplicate originals, all of which shall be of equal legal force and effect.
15.13 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.
15.14 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
119/015610-0008 -10-
454U9.02 a02/06/04
Exhibit "B" Escrow Instructions
Exhibit "F" Special Escrow Instructions
15.15 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 parry, (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.
15.16 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
454489.02 a02/06/04 -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:
June Gr Ci Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
LM
M. Katherine Jenson, City Attorney
SELLER:
'fME WE
JWA
A
BUYER:
CITY OF LA QUINTA, a California 'cipal
co n
By:
[end of signatures]
119/015610-0008 -12-
454489.02 a02/06/04
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:
June Greek, City Clerk
APPROVED AS TO FORM:
RUTAN & TUC L
By: •
the ' e Jenson, ty Attorney
SELLER:
1yi
HARVEY A. ALLS
AUDREY AWILLS
BUYER:
CITY OF LA UINTA, a Californi 'cipal
c ra i
By.
[end of signatures]
119/015610-0008
45"89.02 aO2M/04 -12-
Chicago Title agrees to act as Escrow Holder in accordance with the terms of this Agreement
that are applicable to it.
CHICAGO TITLE
By: _
Name:
Its:
119ro15610-M8 -13-
454489.02 a02/06/04
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 39 of Tract 2190, as Shown by Map on File in Book 41, Pages 55 through 57 of Maps,
Riverside County Records.
APN: 649-090-001
119/015610-0008
454489.02 a02/06/04
EXHIBIT KB"
FORM OF GRANT DEED
[SEE ATTACHED]
119/015610-0008
454489.02 802/06/04
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF LA QUINTA
78495 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,
HARVEY A. MILLS AND AUDREY A. MILLS Trustee(s) of the Mills Family Revocable
Living Trust Dated May 17, 1997, 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: , 2004
HARVEY A. MILLS
AUDREYX. MILLS
R.
119/015610-0008 2
454489.02 a02/06/04
STATE OF CALIFORNIA )
) ss
COUNTY OF )
On
personally appeared
before me,
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.
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF
On
personally appeared
Notary Public
before me,
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
454489.02 a02/06/04 -3-
ATTACHIViENT 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 39 of Tract 2190, as Shown by Map on File in Book 41, Pages 55 through 57 of Maps,
Riverside County Records.
APN: 649-090-001
454489.02 aO208 Attachment 1 to Grant Deed
454489.02 a02/06/04
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by a Grant Deed dated
from Harvey A. Mills and Audrey A. Mills, Trustee(s) of the Mills
Family Revocable Living Trust Dated May 17, 1997, 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: Thomas P. Genovese, City Manager
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.
�:111"I
June S. Greek, City Clerk, City of La Quinta
45448 .02a 2/0 Attachment 1 to Grant Deed
454489.02 a02/06/04
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 , 2004, and incorporated herein by reference
("Property"), that the undersigned ("Seller") hereby certifies the following:
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: 12004 SELLER:
HARVEY A. MILLS
AUDREY pC. MILLS
R.
119/015610-0008
454489.02 a02/06/04
EXHIBIT "D"
BILL OF SALE
HARVEY A. MILLS AND AUDREY A. MILLS Trustee(s) of the Mills Family
Revocable Living Trust Dated May 17, 1997 (collectively, 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 , 2004, 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 92004.
SELLER:
HARVEY A. MILLS
AUDREY A. MILLS
R
119/015610-0008
454489.02 a02/06/04
EXHIBIT "E"
ESCROW INSTRUCTIONS
[See Next 2 Pages]
119/015610-0008
454489.02 a02/06/04
GENERAL PROVISIONS
TO: CHICAGO TITLE COMPANY
Escrow No.
Dolts
1. Time is of the sassrm of these i saucklow N this *maw is not In a condition to dose by the TNNE LIWT DATE as provided for Main and
wrift n demand for cenceaaann Is received by you from any principal to to escrow after said dats, you shall ad in accordance with per*Waph
7 of the Oerwal Provi kxw ti no conlildina Inerductiwror demand for eancrfletian is mada,:you will proceed to dose oft escrow whon the
pincipalls hove =nptfed with to sacrw liv#m dons. In the want one or More Of iht General Prow are hold to be invalid, those
nmallrgd will omit nue to be apstatks. MY arnafdmonb of of wppWriants to any its juod ur rff**V Mcrowr italic} be In Wfift. You are
authatkod to order demands for. and pay at to close of escrow any encumbrances of rated n«w1+ to ptaos tfb In the condition called
for without further auMwrtallon. You we further autarrized. prior to to eloss of escrow, to pay barn funds on deposit any Pecs necessary to
obtain arty darted and/or repot as. may be required In No escrow sad at the do** of 'escrow charge the parties as apprWii*N: The
prindpals will hand you any funds and instruments required from each nepoo"y to oemphta this *mow. merest on any now, financing
may begin to accrue on the daft ban asu`ds/prowsds are disbursed by the new lahclor. and bommo r •e" to pay same In accordance whh
lender's instructions.
I You are instructed to daNwr and/or moord afi downsnts and disburse all funds when you can corm* with true Instructions and bow any
*16 insurance policy as onned for herakn. Time Instructions. topslher vAi h any amandmento and/or s pplortnnts, soar be exeeuhd in
courrurports and togedhor wharf consdaft ons and the arm doowmrd. t those Instructions nfete to a sole, and If #we is no other wrfnen
Woomord bobweon rho Parties paA kft t»rolo, buys agreas b buy o rd so#w ogre" to sett upon to wms and conditions homot. AN
docurnorm. balances and ehiwta duo the tnd mianed are to be neibd to fha mspretive addresses shown heroin, union otherwise
cWseftd. In the avant tint any party to this escrow indOms faeetmde varamaud signed documents, all parWs hereby acne to accept and
hereby Instruct the **crow holder to rely upon such documents as If they bon original signatures. 8uyrr and safier fencer aduwwlnd0o that
any documents to be recorded bearing not orfglinal (loosimils) sonafums will not be accepted for recording by tmn county recorder.
3. The phrase 'alcoo of escrow' for COO) an used in Of owma, mean the dote on which documents are recorded, unless odui weise specified.
4. Assume a 30 day month in any proration herein prwAdsat. and unless odtiono se kish oted. you art to we the k0onnadon contained in the
West avalable taw steornat, blduceng any spnpiamentaf taoa of record, rental staunhem as pmvklsd by Ala and bo nafldary's of
association staftmonte dw www Into escrow for proration purposes.
e upon coca of sacrow you we babuoted to chorge cur rsspeetiw accounts to orris altiribulable to each, inch+d"but not Wrlad io cow as
provided for Mreinasd/ar In accordance wwh our melt m wlnalied a arritw attached herator acid marle a part hamcf.
ad gscordaiiwn of any Instu rhsnts delivered through 0* escrow, It necessary or proper for tho Issuance of to policy of We insurance called ter,
is authorized. No examinimi h or Insurance as to the amount or payment of personal properly s:ea in required unless spocWW regueslied.
7. V demand to cancel Is submitted efts tM Time Llinh Otte, any principal to requesting you to conesl this escrow shall Me notice of demand to
car►oei In yerw office in wrritkug. You shad within taros fro wcrklhg day* thereafter marl by oertif(ed mac am copy of such notice to sack Of the
other princoft as l as "iron MM*d in lisle asonwr UnIm written c0satlau tagao Is Ned In your odfioo by principal within fifteen (15)
calendar days after to data of such moft, you we Instructed to carwol this escrow. I I* is a sale escrow, you may return the ti*rroa's
papers and/or fuade upon lender's demand.
S. in to evert that ids escrow is canceled. ary lass or ohorp*s duo Chicago fill* Cor pahy kKkxft cancellation hots and any expenditures
Incurred or aut odmil shall be paid from funds an depoeh tubes otherwise npecil olly agreed to or dwoormined by a court of rcmpote t
)eaiodiallon. Upon peffam t ersol, rearm doapnad* and monfa to the napeadia partas ding scene, or as ordered by the court, and
void any executed 16SWUn nth.
8. N ihom is no tiahuen aoVvhyby a principal to this saaow within any six4no th period after the Tine Lko t Dohs sat torch herein, ChIcW Title
Cornpary may, at hs option. larmknafs No agency obgpallcm and cannot its ascroor, aohwrdnp all documents, monist at otter hems hold, to
to w*p coNs parties endued ttharato. tees any for and charges as provided herein.
la 1.lor any maMon, (WAde as retained or minsih In asaow Mich to cooing daft, you may deduol lhavokan a raasorm"a charge as custodian,
of not Mess ton $25-00 per month, unless otmW" spaacad.
11. in the event that you should moofve or I m n - aw sm of conflictirp demands or cairn with moped to No escrow, at tta d ghts of any of the
poshfes berate, or eny money at properly depoellad tharvin, you sell haw Ow absolute right at you option to discontinue any or all farther wis
whtl such conflict Is resolved to yaw sett}action.
12. in the event that any Offer to purchase. Oopwslt Rwofpt, or any otter form of Purchase AamornwA is deposited In phis escrow, you, as *crow
holder, are not tube concerned with Our to urns of such decu mard and an relieved of afi responsibility In abnoodloa ttha*rdta. The lon Voing Is
not applicable in any transaction In wtfcn C hlo"o Title hoe spocNioaify apned to auxepa our Offer to Pwalum 7►, Deposit Rsaipt or other form
of Purchase Agreement is sorrow iReluNotona In any'ewnt. you we root fo be concerned or Gable for hems d*WW*tod as'inemora cW 10
In" escrow irabcatiohs nor with any ogrearront or contract botwoon the payees,
13. The parties panto, by naaution of Visas Instructions acknovrbdge that the escrow twtdar assumes no responsibility or Nebky whatsoever for
On wparwlsion of any act or to performance at and aonction which In a condition subsequent to the dosing of this escrow.
14. In the absence of Instructions to }the contrary, You we hereby suftwind to ufUlar win sarvices, owrmisK next day. at other expedited
dalhwry esrvices has opposed to the "Wor U. Mud and to charge tiro respooll" par" aoaoum scowdingIly,
15. Corncernft any reset property Invoked In this transaction. you we roleesed from and shell have no lability, obligation or responsibility with
respect to W w itrhoidlg of funds punprara to Section 14" of tie kdwnei Rav*nu s hods of 190 as amended. and to $cations ISM and
uoee of two CaNtarnla Revenue and Taxatoni Hods. (b) &dashing to parties as to the requlerrients of acid Section 1445. (c) dolarrtdMnA
whether to transferor is a foreign person or a non-moldeM under such Seaton. nor f If) obtaining a non foreign atndavit or ogxu *mtripdon
iron wiftolift under said Sections not whendw mach® any irqulry concerning compliance with such Sections by any party 10 the
transaction.
le.' 0 You pay a demand to pay In hri a revoMnp Una of aerb or egWWw barn, you am hereby Instructed an my best and for my benefit, to
request list to lands looft said dwn&W am" said revoWC fins or equllyll a of erect.
17. You at* aut orked to furrush to any afdNuaft of Chicago TiMe ConVany, cry atomay, brwr or IwK* hdonYffed with this transaction of any
one so** on behalf of such lacer any hMonnelion.Inepuehons. rriondinont, alidemanta. at motleas of earfoNMation plwn In connsrxion with
ttA escrow. 0 soy ahscl submitted to escrow is dishortaod when paaaried for payment, You w authorized to noisy all pdnoipala end/or
'theirmalpoolvc argo nts of such non psymaM.
.
to. AN notl ss, dnengs of Ihstruodons, ommunloldlons and docu meMs we to to dMkered in wag to tie office of C hI*W TWO Company, as
setforth herein.
crew ,,nb.r...., iCOflliptu6wd)
GENERAL PROVISIONS
(Continued)
To: CHICAGO TITLE COMPANY
Esorow No.
D"
tti. MI finds raoaived in We swmw shall W domed with other escrow funds In ww or mars nonanWist bwukgl dunned acoowftt of CW caps
TWA Company in my eats or federal bade or any SUM or !.decal tia%*, W and loaf saeec"m toe dtpod" ka tAww*) and may be
tw aferted to AM O#w arch a The partles to this seaow adavwNdpe knot waft nAss 00=Xfb do not bw linlaf0g. t»asuaa of
fMae and ottw bw*ft ndsttonshipe wM deposoay lnet hMms. ChImpo TMs Conm"M and as atllYstas may racaive Man same of pro
depository O t *wdmts an array of btnkinq mrAces,'acoarnrtwdsllom w ahef benatla. Chkop Title Compltnlr and is &f"tet aJrro MAY
elect to amw k►b odtar bu*wn ummectlom with at Obtain bans for nwesbnent or purposes tram sorts of the dtpoitktry AAfttlons.
AN A" eenrioss, aaocmmodst Wo rw othar bereft abaft r caus, dtroady atndtreaffy, to Ciao Tithe Company and Its Offlismas And they
shall have no obpp *M to aa>ofmt is dfs Patti" to 96 aaaew for Ma value of such saevlow accoawnadallona or o#w berfaNb. M
dit6urfsxr o*"be mods by ddapa Try Corp chsck, tadses WwvA" ktafruoled.
Chiaepo TWA Oompany shag not be raapor4lble for sryr delay in dm*V if Muds ret>Nvsd by two esaaw a» not AwMble fw knavedwis
wMdrawrd. Chkwpo TNe Company may, at its option. t"wre caes+rrent kabuoUons tram all prUatapsb prior to relaese of any funds on
depco In oft teaow..
20. You am authortsad to deeboy or oltferwles dispose of any and as 400onsnts, papers, M one, mrsepwwwreft and *am material
pwWnbv to wrow at #w atpiralilw of six IN years from the does of escrow or osnp11"on dnraot, wwww halAlly and wtawut axtlar
Mtioe.
IMPORTANT NOTICE
ExcW for wks vartsfism !cads cwtftttsd to this efemw ors w44W to evadabNty mqukwnwft knposed by Section 124t3. f of Bfe Ctliforrita
mete ano Gods. CASHIE M CERTFM or TELLMS dwks, Payable to CH CAGO IM.E OOMPAW Am gwwkNy MUM* far
d ebursamerfton the Mid busktess day fallowing the daft of depwit.
Other imms of pAynna►t may miss wdended delays In ale ckw*W of yaw awwsaliat pfusuaru to the tpukemwo knpassd by Stall Law.
(Wtretfa Ww WAwavadon avakAblefdfonnqueet)
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 'MiE LEGAL ASPECTS OR COMPLIANCE OF THIS TRANSACTION WITH ANY
TAX. SECURITIES OR ANY OTHER SPATE 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 IA QUINTA
A CALIFORNIA WMICIPAL CORPORATION
TW MAS P . 001KUS, CI TY KAWZZR
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 I' and the date you
are furnished current taxes (approximately November 1"), 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
454489.02 a02/06/04