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Stamko/Purchase & Sale Agree Dune Palms/Hwy 111 05AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BY AND BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY ("SELLER") AND STAMKO DEVELOPMENT CO. LP, a California limited partnership (1BUYER") 882/015610-M79 582617.09 a0G/20/05 f�/ AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AlO SA�ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of 2005 ("Effective Date") by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Seller"), and STAMKO DEVELOPMENT CO. LP, a California limited partnership ("Buyer"). RECITALS: A. Seller is the owner of that certain real property located in the City of La Quinta ("City"), County of Riverside, State of California, more particularly described and depicted in Exhibit "A" attached hereto and incorporated herein by this reference ("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: 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 Twenty - Six Dollars and Eighty -Six Cents ($26.86) per gross square foot of "Net Usable Property" (as that term is defined below). The Net Usable Property comprises approximately 2.32 acres. The purchase price for the Property is estimated to be Two Million Seven Hundred Fourteen Thousand Four Hundred Forty -Five Dollars ($2,714,445.00) (the "Purchase Price"). For purposes of this Agreement, the term "Net Usable Property" shall mean all of the Property, including, but not limited to, all landscape setback areas, except for any portions of the Property required to be dedicated to the City, CalTrans, or any other public agency for right of way purposes. 1.2 Payment of Purchase Price. The Purchase Price shall be paid in accordance with the following: 1.2.1 Within five (5) days after the "Opening of Escrow" Buyer shall deposit with "Escrow Holder" (as those terms are defined in Section 2.1) in "Good Funds" (as used in this Agreement, the term "Good Funds" shall mean a confirmed wire transfer of immediately available funds, cashier's or certified check drawn on or issued by the office of a financial institution located in Riverside County, or cash) the sum of Fifty Thousand Dollars ($50,000) as a good faith deposit (the "Deposit"). In the event the "Escrow" (as that term is defined in Section 2.1) closes, Escrow Holder shall apply the Deposit towards the Purchase Price. In the event the Escrow is terminated and fails to close, for any reason other than Buyer's default of the 112/015610.(N179 582617.09 a(I(✓XV05 1- IN 08/03/2005 WED 9:41 FAX 760 777 7107 La Quinta, City Clerk Z002/002 AGREEMENT TOR FU)<tCLASE AN p SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE.QMSA AND ESCROW INSTRUCTIONS ("Agrmmrent") is made and entered into as of. ;; ` �/.�,// cj _, 2005 ("Effective Date") by and between the LA QU.INTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Scher"), and STAMKO DEVELOPMENT CO. LP, a California limited partnership ("Buyer"). RECITALS: A. Seller is the owner of that certain real property located in the City of La. Quinta ("City"), County of Riverside, State of California, more particularly described and depicted in Exhibit "A" attached hereto and incorporated herein by this reference ("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. AGREE VI,,IkNI: NOW, 'THEREFORE, in consideration of the foregoing recitals and mutual covenants herein contained, the parties hereto agree as follows: PURCHASEPRICE 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 Twenty - Six Dollars and Eighty -Six Cents ($26.86) per gross square foot of "Net Usable Property" (as that term is defined below). The Net Usable Property comprises approximately 2.32 acres. The purchase price for the 'Property is estimated to be Two Million Seven Hundred Fourteen Thousand Four Hundred Forty -Five Dollars ($2,714,445.00) (the "Nrchasc Fricc"). For purposes of this Agreement, the term "Net Usable Property" shall mean all of the Property, including, but not limited to, all landscape setback areas, except for any portions of the Property required to be dedicated to the City, Ca1Trans, or any other public agency for right of way purposes. 1.2 Payment of Purchase Price. The Purchase Price shall be paid in accordance with; the following: 1.2.1 Within five (5) days after the "Opening of Escrow" Buyer shall deposit with "Escrow Holder" (as those terms are defined in Section 2.1) in "Good Funds" (as used in this Agreement, the term "Good 1H mds" shall mean a confirmed wire transfer of immediately available funds, cashier's or certified check drawn on or issued by the office of a financial institution located in Riverside County, or cash) the sum of Fifty Thousand Dollars ($50,000) as a good faith deposit (the "Deposit"). In the event the "Escrow" (as that term is defined in Section 2.1) closes, Escrow Holder shall apply the Deposit towards the Purchase Price. In the event the Escrow is terminated and fails to close, for any reason other than Buyer's default of the 021015610A)79 592617.09 ecK,lz R)s —1- terms hereof, Escrow Holder shall promptly, but no later than five (5) days after said termination, refund to Buyer the Deposit. 1.2.2 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 on the Closing Date, Buyer shall deposit with Escrow Holder in Good Funds the Purchase Price, less the Deposit, and such additional funds as may be required to meet Buyer's portion of the closing costs as hereinafter provided. 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 Stewart Title Company ("Escrow Holder") at its office located at 78-575 Highway 111, Suite 300, La Quinta, California 92253, Attention Kathy Wenger. The opening of the Escrow (the "Opening of Escrow") shall be deemed to be the date that a fully executed copy of this Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyer and Seller in writing of the date of the Opening of Escrow. 2.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that Escrow Holder customarily requires in real property escrows administered by it. In the event of any conflict or inconsistency between Escrow Holder's standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede and be controlling. DUE DILIGENCE. 3.1 Due Diligence. As used herein, the term "Due Diligence Period" shall refer to a period of time to expire upon the date that is forty-five (45) days after the Effective Date. Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to and conditioned upon Buyer's approval, deemed approval or waiver of the right to approve of the following contingencies set forth in this Section 3.1(collectively, the "Contingencies"): 3.1.1 Title/Survey. Within five (5) days after the Effective Date, Seller shall deliver to Buyer a preliminary title report prepared by Stewart Title Guaranty Company ("Title Company") describing the state of title of the Property together with copies of all underlying documents (collectively the "Preliminary Title Report"). Buyer may, at its sole cost and expense, obtain a current survey of the Property (the "Survey") provided it does so within thirty (30) days after the Effective Date. Notwithstanding anything herein to the contrary, Seller shall be obligated to remove all monetary encumbrances against the Property excluding non - delinquent real property taxes and assessments. Buyer shall notify Seller in writing of any objections Buyer may have to title exceptions contained in the Preliminary Title Report or matters shown on the Survey (if Buyer has obtained) no later than the date which is fifteen (15) days after the later of (i) its receipt of the Preliminary Title Report or (ii) its receipt of the Survey within the time period set forth above ("Buyer's Objection Notice"). Buyer's approval or disapproval of the matters set forth in the Preliminary Title Report (and the Survey, if applicable) 882/015610-0079 582617.09 a(W20/05 -2- 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 fifteen (15) 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 decline to remove the title exceptions and terminate the Escrow. If Seller notifies Buyer of its election to terminate rather than remove the objectionable items on the Preliminary Title Report or Survey, or if Seller is deemed to have elected to decline to remove the title exceptions and terminate the Escrow, Buyer shall have the right, by written notice delivered to Seller within five (5) days after (a) Buyer's receipt of Seller's Notice or (b) the date Seller is deemed to have elected to decline to remove the exceptions and terminate the Escrow (as applicable), 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. Upon the issuance by the Title Company 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; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to fifteen (15) days following receipt of notice of such additional exceptions. 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 issued by the Title Company, and the Closing shall be extended for such period as is necessary to allow for that review and response process to be completed. If Seller elects to terminate this Agreement pursuant to this Section 3.1.1, the Deposit shall be returned to Buyer. 882/015610-M79 582617.09 a06/20/05 3.1.2 Environmental Condition. (a) During the Due Diligence Period, Seller shall permit Buyer and Buyer's directors, engineers, analysts, officers, employees, agents, contractors, subcontractors, consultants, representatives, attorneys and advisors (collectively, the "Buyer Representatives"), at the sole cost and expense of Buyer, to conduct physical inspections of the Property, including the soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and any other investigations as Buyer deems prudent with respect to the physical condition of the Property in order to determine the Property's suitability for Buyer's intended development. In no event shall Buyer conduct any intrusive testing procedures on the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld. Such investigations may be made by Buyer and/or Buyer Representatives during any normal business hours. Buyer shall also have the right -3- C1/ 882/015610-M79 582617.09 a06/20/05 to investigate all matters relating to the zoning, use and compliance with other applicable laws, codes, and ordinances which relate to the use and occupancy of the Property. Seller shall cooperate to assist Buyer in completing such inspections and special investigations at no cost or expense to Seller. Such inspections and investigations shall be conducted only upon no less than twenty- four (24) hours' notice to Seller and shall be conducted at such times and in such a manner as to minimize any disruption to the Property. Seller shall have the right, but not the obligation, to accompany Buyer during such investigations and/or inspections. (b) As a condition to any such entry, Buyer shall (i) conduct all work or studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Property during or after such investigation; (ii) comply with all applicable laws and governmental regulations; (iii) keep the Property free and clear of all materialmen's liens, lis pendens and other liens arising out of the entry and work performed under this paragraph; (iv) maintain or assure maintenance of workers' compensation insurance (or state approved self-insurance) on all persons entering the property in the amounts required by the State of California; (v) provide to Seller prior to initial entry a certificate of insurance evidencing that Buyer and/or the persons entering the Property have procured and have in effect an all-risk public liability insurance policy meeting the following requirements: (1) the insurance shall be written on a per occurrence and not claims -made basis; (2) the amount of insurance shall be a combined single limit of not less than Two Million Dollars ($2,000,000.00) with a deductible or self -insured retention amount of not more than One Hundred Thousand Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and the City and their respective officers, officials, members, employees, agents, and representatives (collectively, "Seller/City & Seller/City Personnel") as additional insureds; (4) the insurance shall not contain any special limitations on the scope of protection afforded to Seller/City & Seller/City Personnel; (5) the policy shall not be canceled by the insurer or Buyer unless there is a minimum of thirty (30) days prior written notice to Seller; (6) the insurer shall waive subrogation rights against the Seller/City & Seller/City Personnel; (7) the insurance shall be primary insurance and not contributory with any insurance any of the Seller/City & Seller/City Personnel may have; and (8) the insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability; and (vi) following Buyer's entry, repair any and all damage to the Property caused by such inspections or investigations in a timely manner. (c) Buyer shall promptly pay and discharge all demands for payment relating to Buyer's entry on and investigation of the Property and take all other steps to avoid the assertion of claims of lien against the Property. In the event a claim of lien is recorded by reason of Buyer's entry on the Property, Buyer, within twenty (20) days of such recordation, shall either (i) record or deliver a surety bond sufficient to release such claim or lien in accordance with applicable law; or (ii) provide Seller with such other assurance as Seller may reasonably -4- eL, 882/015610-W79 582617.09 a0N20/05 require for the payment of the claim or lien. Seller may elect to record and post notices of non -responsibility from time to time on and about the Property. (d) Buyer agrees to indemnify, defend, protect and hold Seller/City & Seller/City Personnel and the Property, free and harmless from any and all loss, liability, claims, action, suit, proceeding, deficiency, fine, penalty, damages and expenses (including, but not limited to, reasonable attorneys' fees, expert witness fees and costs) arising directly or indirectly from: (i) the exercise of said entry, (ii) Buyer's failure to comply with the conditions to Buyer's entry onto the Property provided herein, and (iii) the presence of any Hazardous Materials (as defined in Section 12 herein) on, under, in or about the Property occurring prior to or after the Close of Escrow resulting from the activities of Buyer or Buyer Representatives on the Property prior to the Close of Escrow. Notwithstanding anything herein to the contrary, in no event shall Buyer have any responsibility for any conditions existing prior to the Close of Escrow, including, without limitation, the presence of Hazardous Materials, that did not result from the activities of Buyer. Such undertaking of indemnity shall survive Close of Escrow or the termination of this Agreement for any reason. (e) Prior to expiration of the Due Diligence Period, Buyer shall notify Seller in writing (`Buyer's Property Objection Notice") of any objections Buyer may have to any physical or environmental conditions of the Property (the "Disapproved Property Matters"). Buyer's approval or disapproval of the physical and environmental conditions of the Property may be granted or withheld in Buyer's sole and absolute discretion. Buyer's failure to provide Seller with a Buyer's Property Objection Notice shall constitute Buyer's approval of the condition of the Property. Seller shall have a period of fifteen (15) days after receipt of Buyer's Property Objection Notice in which to deliver written notice to Buyer ("Seller's Response") of Seller's election to either (i) agree to remove the objectionable items prior to the Close of Escrow, or (ii) decline to remove the objectionable items 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 Response within said period shall constitute Seller's election to terminate. If Seller notifies Buyer of its election to terminate rather than remove the objectionable items or if Seller is deemed to have elected to terminate, Buyer shall have the right, by written notice delivered to Seller within five (5) days after (a) Buyer's receipt of Seller's Response or (b) the date Seller is deemed to have elected to terminate (as applicable), 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. In the event this Agreement is terminated by Seller pursuant to this Section 3.1.2(e), the Deposit shall be returned to Buyer. Buyer's inspections and investigations of the Property shall be conducted upon the terms and conditions set forth in this Agreement. -5- fPV 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 (as hereinafter defined), the Closing (as hereinafter defined) of this transaction for the sale and purchase of the Property shall take place within thirty (30) days after the date on which all of Buyer's Conditions to Closing and all of Seller's Conditions to Closing have been satisfied (or waived by the appropriate party); provided, however, in no event shall the Closing occur, if at all, later than August 1, 2005 ("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; provided, however, in the event that the Closing has not occurred because Seller has not recorded the "Parcel Map" (as that term is defined in Section 8.1(f)), Buyer shall have the option to continue this Agreement in full force and effect, notwithstanding that Seller has exercised its right to terminate pursuant to this Section 4.1. No such termination shall release either party then in default from liability for such default. Such defaults shall be governed by the terms of Section 11 hereof. If neither party elects to terminate this Agreement and the Escrow pursuant to this Section, Escrow Holder shall close the Escrow as soon as possible. Notwithstanding anything herein to the contrary, if the only outstanding items necessary to close the Escrow are ministerial - - such as the execution of documents - - the Closing Date shall be extended for up to two business days to allow the parties to complete the transaction and close the Escrow. 4.2 Recordation: Release of Funds and Documents. 4.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official Records, the following documents in the order listed: (i) the grant deed in the form of the attached Exhibit "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 of Seller's closing costs, to Seller, and (ii) conformed copies of all recorded documents to both Buyer and Seller. 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER. 5.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following: (a) the balance of the Purchase Price (i.e., the Purchase Price less the Deposit); and ii 882/01561(M079 582617.09 a(W20/05 -6- any and all additional funds, instruments or other documents required from Buyer (executed and acknowledged where appropriate) as may be �(V reasonably necessary in order for the Escrow Holder to comply with the terms of this Agreement. 5.2 Seller's Obligations._ Seller agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder each of the following: (a) the executed and acknowledged Grant Deed; (b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit") executed and acknowledged by Seller in the form attached hereto as Exhibit "C"; and (c) all other funds, items, and instruments required from Seller (executed and acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to comply with the provisions of this Agreement. 6. TITLE INSURANCE POLICY. 6.1 Title Policy. On the Closing Date, the Title Company, as insurer, shall issue an ALTA owner's extended coverage policy of title insurance ("Title Policy"), in favor of Buyer, as insured, with liability in the amount of the Purchase Price, subject only to the following: (a) non -delinquent real property taxes and assessments; (b) title exceptions approved or deemed approved by Buyer pursuant to Section 3.1.1 above; (c) title exceptions, if any, resulting from Buyer's entry onto the Property pursuant to the provisions of Section 3.1.2 above; (d) any other exceptions approved by Buyer; and (e) the standard printed conditions and exceptions contained in the ALTA extended owner's policy of title insurance regularly issued by the Title Company. 6.2 Payment for Title Policy. Seller shall be responsible for the charges for the Title Policy equal to the premium for a standard coverage policy with coverage up to the amount of the Purchase Price. Buyer shall pay any additional coverage or endorsements it requests. Buyer shall pay the difference for the charges between the premium for the extended coverage title policy and the premium for the standard coverage title policy that Seller is responsible for hereunder. Buyer shall also pay for the ALTA survey, if applicable. 7. REAL PROPERTY TAXES. As of the Close of Escrow, Escrow Holder shall prorate real property taxes and assessments on the basis of a 365-day year, with Buyer being allocated for all such taxes and assessments beginning as of the day after the Close of Escrow. Seller shall pay all such taxes and assessments attributable to any period of time on, or before, the Closing 882/015610-M79 582617.09 a06/20/05 -7 Date. Taxes for all prior years shall be paid by Seller. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, with the proration to be adjusted between the parties based on actual taxes for the year in which the Closing occurs at the time such actual taxes are determined. Seller agrees to pay any supplemental assessments, or taxes and assessments, and any late charges or penalties associated therewith, levied by the taxing authorities after the Close of Escrow arising from the time period before the Close of Escrow. 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"): 8821015610-0079 582617.09 aO6(20/05 (a) on the Closing Date, the Title Company shall be irrevocably committed to issue the Title Policy pursuant to Section 6 above insuring fee title to the Property as being vested in Buyer; (b) Escrow Holder holds all instruments and funds required for the Closing and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement; (c) except as otherwise permitted by this Agreement, all representations and warranties by the Seller in this Agreement shall be true on and as of the Closing Date as though made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled by the Closing Date; (d) Buyer has received a site development permit for construction of Buyer's planned retail project for the Property and Buyer has not timely disapproved, in writing, of any of the conditions of approval issued therewith; (e) On the Closing Date, title shall be in the condition approved (or deemed approved) by Buyer pursuant to Section 3.1.1 hereof, and the physical condition of the Property shall be as approved (or deemed approved) by Buyer pursuant to Section 3.1.2; (f) Parcel Map No. 33588, which is the parcel map which subdivides the Property and establishes the Property as a separate legal parcel (the "Parcel Map"), shall have been recorded; (g) Buyer shall have confirmed that all conditions precedent to close the "Sam's Club Transaction" (defined below) have been satisfied and that the Close of Escrow for the sale of the Property as contemplated by this Agreement will close simultaneously with the close of escrow for the Sam's Club Transaction. Under no circumstances shall the Close of VI eF� Escrow occur without the concurrent closing of the Sam's Club Transaction. The "Sam's Club Transaction" is the transaction evidenced by that certain Purchase Agreement between Sam's Real Estate Business Trust ("Sam's") and Seller dated April 20, 2005 (the "Sam's Club Purchase Agreement") pursuant to which Seller has agreed to sell to Sam's, that certain real property adjacent to, and located to the south of, the Property, as more particularly described in the Sam's Club Purchase Agreement; (h) All work performed on the Property (including without limitation the grading and tree removal work described in the Sam's Club Purchase Agreement) has been performed lien free and in accordance with a grading plan approved by Seller; and (i) Seller is not in material default of any term or condition of this Agreement or, if Seller is in material default, such default has been waived, in writing, by Buyer. In the event that any of Buyer's Conditions to Closing are not satisfied or waived in a writing signed by Buyer prior to the Closing Date, Buyer may terminate this Agreement and the Deposit shall be returned to Buyer. In the event Buyer or Seller is in breach or default hereunder, the provisions of Section 11 shall apply. For purposes of paragraph (d) above, a "timely" disapproval shall mean Buyer's disapproval within fifteen days after the City's' issuance of the subject site development permit. 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 (c) Buyer is not in material default of any term or condition of this Agreement or, if Buyer is in material default, such default has been waived, in writing, by Seller. In the event that any of Seller's Conditions to Closing are not satisfied or waived in a writing signed by Seller prior to the Closing Date, Seller may terminate this Agreement. In the event Buyer or Seller is in breach or default hereunder, the provisions of Section 11 shall apply. 882/015610-W79 592617.09 a(16l20105 .C�_ POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date. 10. ALLOCATION OF COSTS. 10.1 Buyer's Costs. Buyer shall pay the following costs: (a) fifty percent (50%) of Escrow Holder's escrow fee; (b) Buyer's own attorney's fees incurred in connection with this Agreement and the transactions contemplated hereby; (c) fifty percent (50%) of all the charges for recording the Grant Deed, if any; (d) the premium difference between the ALTA extended policy of title insurance and the ALTA standard coverage policy of title insurance if Buyer requests an extended policy; and (e) any additional title insurance coverages Seller is not required to pay for plus any title endorsements requested by Buyer. 10.2 Seller's Costs. Seller shall pay: (a) fifty percent (50%) of the Escrow Holder's escrow fee; (b) Seller's own attorney's fees in connection with this Agreement and the transactions contemplated hereby; (c) Any documentary transfer taxes associated with the conveyance; (d) fifty percent (50%) of all the charges for recording the Grant Deed, if any; and (e) the premium for the Title Policy that Seller is required to pay pursuant to this Agreement. 11. REMEDIES. 11.1 Default by Seller. If Seller defaults under this Agreement, Buyer's sole remedy shall be to record a lis pendens and enforce Buyer's right to specific performance and related injunctive relief and accordingly, Seller hereby acknowledges that the Property is unique and that no other remedies are available to Buyer. Buyer waives any right to bring an action for damages against any or all of the Seller/City & Seller/City Personnel, including, but not limited to any action for actualand/or consequential damages. Buyer's Initials Seller's Initials 882/01561(MM79 -10- 582617.09 a(W20/05 11.2 Default by Buyer. IF BUYER FAILS TO COMPLETE SAID PURCHASE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT BY BUYER, SELLER SHALL BE RELEASED FROM OBLIGATION TO SELL THE PROPERTY TO BUYER, BUT SELLER, BY INITIALING THIS PARAGRAPH, SHALL HAVE RELEASED BUYER FROM ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF SUCH DEFAULT, AND SELLER SHALL HAVE AGREED THAT SELLER SHALL RETAIN THE "DEPOSIT" AS LIQUIDATED DAMAGES, AND THAT SUCH RETENTION SHALL BE SELLER'S SOLE REMEDY AGAINST BUYER IN REGARD TO SUCH DEFAULT. THE PARTIES HERETO HAVE CONSIDERED THE AMOUNT OF DAMAGES WHICH SELLER IS LIKELY TO INCUR IN THE EVENT OF A DEFAULT OR BREACH HEREUNDER BY BUYER, AND THE PARTIES HERETO HAVE AGREED THAT THE DEPOSIT IS A REASONABLE APPROXIMATION AND LIQUIDATION OF SELLER'S POTENTIAL DAMAGES, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE RECEIPT AND RETENTION OF SUCH AMOUNT BY SELLER IS INTENDED TO CONSTITUTE THE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SAID AMOUNT OF LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER REMEDIES, DAMAGES OR SUMS DUE OR PAYABLE TO SELLER. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE. Buyer's Initials 12. "AS -IS". - 7y� Sel er's Initials Buyer acknowledges that during the Due Diligence Period Buyer shall have had an adequate opportunity to inspect the Property and to investigate its physical characteristics and condition and to conduct such other independent investigations as Buyer requires to determine that it is prepared to complete the purchase of the Property on the terms and conditions stated herein. Seller hereby warrants and represents that, to Seller's actual knowledge, there are no Hazardous Substances generated, released, stored, buried or deposited over, beneath, in or upon the Property, except to the extent permitted by law after obtaining all necessary permits and licenses thereof, nor has Seller or the City received any notice from any governmental agency alleging that the Property is currently in violation of any governmental requirements relating to Hazardous Materials (as hereinafter defined). As used in the preceding sentence, the term "knowledge" shall mean the actual (not constructive or imputed) knowledge of Thomas Genovese (Seller's Executive Director), without any investigation or inquiry or duty of investigation or inquiry. Subject to the limited representations and warranties of Seller set forth in this Agreement, Buyer acknowledges that the purchase of the Property will be based on Buyer's own 1 1 2/015610-W79 -11- 582617A9 a(W20/05 investigation and that Buyer must perform its own due diligence with respect to all environmental matters relating to the Property, and that Buyer is not relying on any environmental audits or assessments performed by or on behalf of Seller. As used in this Agreement, the term "Hazardous Materials" shall mean and include any pollutants, flammable, explosives, petroleum products, radioactive materials, hazardous wastes, dangerous or toxic substances or related materials, including substances defined as or included in the definition of toxic or hazardous substances, wastes or materials under any federal, state or local laws, ordinances, regulations or guidelines which relate to pollution, the environment or the protection of public health and safety, or limiting, prohibiting or otherwise regulating the presence of such materials. The foregoing representation and warranty by Seller shall survive the execution and delivery of this Agreement, the recording of the Grant Deed and the Closing. Except as provided herein, and subject to the limited representations and warranties of Seller set forth in this Agreement, Buyer acknowledges that Buyer is purchasing the Property with no representation or warranty by Seller, express or implied, regarding (i) the presence of uncompacted fill, the condition of the soil, the geology, seismology, hydrology, or similar matters on, under, or affecting the Property, (ii) the existence or condition of any improvements in, on, or under the Property, (iii) the presence or absence of any Hazardous Materials in, on, under, or affecting the Property, (iv) the design, construction, location, size, character, physical condition or state of repair of the Property or any portion thereof, (v) the topography, drainage or condition of the surface and subsurface soils of or on the Property, (vi) the merchantability, habitability or fitness for any particular purpose of the Property, (vii) the past or future taxes or assessments thereof, income therefrom or expenses thereof, (viii) the developability of the Property, or (ix) that the Property is suitable for Buyer's contemplated use. Buyer acknowledges that Seller has undertaken no investigation, and does not intend to undertake any investigation, concerning any aspect of the physical or environmental condition of the Property and in no event shall Seller have any obligation under this Agreement to cure or correct any physical defects or problems with respect to the Property. By execution hereof, Buyer represents and warrants to Seller that Buyer is an experienced, sophisticated buyer of commercial real estate with knowledge and experience sufficient to enable it to evaluate the merits and risks of the sale, and that it is represented by knowledgeable and experienced legal counsel of its own choosing and agrees that neither Seller, nor its agents or representatives, has made, and that Buyer has not relied upon, any representation or warranty of any kind which is not herein expressly set forth or provided for, in connection with the sale of the Property or Buyer's actual purchase thereof pursuant hereto, Buyer having elected to rely instead entirely upon its inspection of the Property pursuant to the terms of this Agreement and the express limited representations and warranties of Seller set forth herein. Except for the warranties of Seller set forth in this Agreement, Buyer is acquiring the Property in an "AS -IS, WHERE -IS, WITH ALL FAULTS" condition. 13. INDEMNITY Buyer agrees, from and after the date of recordation of the Grant Deed, to defend, indemnify, protect and hold harmless the Seller/City & Seller/City Personnel from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, claims, losses, damages, fines, penalties, expenses, or costs of any kind or nature whatsoever, together with fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), occurring during and caused by Buyer's use and occupancy of the Property, 882/01561(MX)79 -12- 582617.09 a(W20/05 and resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials by Buyer or as a result of Buyer's use and occupancy of the Property at, on, in, beneath or from the Property, unless caused by the negligence or willful misconduct of any of Seller/City & Seller/City Personnel. Notwithstanding the foregoing, Seller agrees to defend, indemnify, protect and hold harmless the Buyer from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, claims, losses, damages, fines, penalties, expenses, or costs of any kind or nature whatsoever, together with fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees) occurring during and caused by Seller's use and occupancy of the Property and resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials at, on, in, beneath or from the Property. 14. WAIVER AND RELEASE. Buyer hereby agrees that, concurrent with the Close of Escrow, and subject to Seller's indemnification obligations set forth in Section 13 hereof, Buyer shall waive, release, and fullit discharge the Seller/City & Seller/City Personnel from any claims, demands, or causes of action that Buyer has against the Seller/City & Seller/City Personnel, or any of them, regarding the physical or environmental condition of the Property, including, but not limited to, claims arising out of or having any relation to the presence or absence of any Hazardous Materials in, on, under, or within the Property, any Endangered Species or protected habitat or natural resources on the Property, and any other adverse physical condition, including, but not limited to the existence and inadequacy of sewage and other utility systems, characteristics of soils, geology, existence or absence of ground water, existing zoning or other legal status of the Property, habitability, any structural deficiency, merchantability, fitness, suitability or adequacy of the Property or compliance of the Property with applicable laws, ordinances, codes or other governmental regulations that do or could impair the value of the Property. Notwithstanding anything herein to the contrary, the releases provided herein shall not apply to any matters arising out of, or related to, any fraud or intentional misrepresentations or warranties made by Seller in this Agreement. The releases provided in this Section 14 are notwithstanding California Civil Code § 1542, or any comparable, applicable provision, which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The releases provided in this Section 14 constitute releases with respect to any and all rights, claims or actions pursuant to statutory or common law or equity of whatever kind or nature, whether known, unknown, foreseen, unforeseen, patent or latent, which Buyer may now or in the future have against any of the Seller/City & Seller/City Personnel. 882AH 5610-M79 582617AN a(WW/05 -13- �j t) Buyer's Initials 15. CONSTRUCTION_ OF, PUBLIC_IMPROVEMENTS. Buyer agrees and acknowledges that at the time Buyer develops the Property Buyer shall be responsible for developing all of the offsite public improvements adjacent to the Property pursuant to the Conditions of Approval for Tentative Parcel Map 33588, all in accordance with City standards and requirements. 16. TREE REMOVAL: GRADING. Buyer acknowledges and agrees that pursuant to the Sam's Club Purchase Agreement, for a period of twelve (12) months after the closing under the Sam's Club Purchase Agreement, provided Seiler still owns the Property, Sa>n's shall be permitted to enter upon the Property for purposes of removing the trees located thereon and grading the Property in accordance with the terms of Section 14G of the Sam's Club Purchase Agreement. Seller represents and warrants that the Sam's Club Purchase Agreement shall obligate Sam's to perform any such tree removal and grading activities in accordance with all applicable laws and governmental regulations, including, but not limited to, the requirement that Sam's obtain a grading permit from the City of La Quinta ("City"). Seller acknowledges that the Sam's Club Purchase Agreement authorizes Sam's to remove trees and perform grading activities prior to the Closing hereunder, and Seller has not authorized Sam's to conduct any such tree removal or grading activities after the Closing. Seller shall provide Buyer with a copy of any grading plans submitted by Sam's to the City that pertain to the Property ("Sam's Grading Plans"). Seller shall reasonably consider any comments Buyer has concerning Sam's Grading Plans, provided (i) Buyer provides said comments to Seller within ten (10) days after Seller provides to Buyer the Sam's Grading Plans; and (ii) Seller's issuance to Sam's of a grading permit based upon Sam's Grading Plans will render the Property substantially more costly to develop. Notwithstanding anything herein to the contrary, in the event Sam's conducts any tree removal or grading activities on the Property prior w the Closing which Buyer determines will interfere with Buyer's intended use of the Property, Buyer may terminate this Agreement and the Escrow and the Escrow Officer shall return tile Deposit to Buyer. 17. REMOVAL OF BUILDING Buyer acknowledges and agrees that notwithstanding anything herein to the contrary, Seller may, but is not obligated to, during the period after the Effective Date and prior to the Closing, remove the existing building from the Property. Seller may employ any means Seller chooses to remove said building, including, but not limited to, the use of incendiary devices. Seller shall keep the Property free and clear of any liens. 18. PAYMENT OF PREVAILINGWAGES. Although the parties believe that California law does not require the payment of prevailing wages or the hiring of apprentices for Buyer's development of the Property because the Property is being sold at its fair market price and the Seller is not providing any subsidies 882AW610-0079 -14- 582617.09 a062i0,0c hereunder, Buyer shall be solely responsible for determining and effectuating compliance with California Health and Safety Code Sections 33423 through 33426, or Chapter 1 of Part 7 of the California Labor Code (commencing with section 1720), and all applicable statutory and regulatory provisions related thereto (collectively, the "Wage Laws"), and nothing herein constitutes a representation or warranty by Seller that Buyer's development of the Property is not subject to the Wage Laws and Buyer expressly waives any right of reimbursement for any "increased costs" under California Labor Code Section 1781 or otherwise with respect to the Property or Buyer's development thereof. Buyer shall indemnify, defend, and hold Seller and the City of La Quinta and their respective officers, employees, members, representatives, contractors and agents, harmless, including litigation costs and reasonable attorneys' fees, with counsel reasonably acceptable to Seller and City, from and against any and all claims pertaining to the compliance with the Wage Laws in connection with Buyer's development of the Property. 19. 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 shall have the option of (a) completing the purchase, in which event all condemnation proceeds or claims thereof shall be assigned to Buyer, or (b) terminating this Agreement, in which event the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 20. RIGHT TO EXCHANGE. Buyer may desire to complete this transaction as a part of a tax -deferred exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended. Seller agrees in each such event to cooperate with Buyer in order to effectuate such an exchange or exchanges. Seller's agreement to cooperate to effect any such exchange or exchanges shall not require Seller to incur any cost, expense or liability or acquire title to any property as a consequence of such cooperation. In no event shall any such exchange transaction delay the Close of Escrow as contemplated in this Agreement. In so cooperating in any exchange transaction arranged hereunder, Seller shall in no event be responsible for, or in any way warrant, the tax consequences of the exchange transaction. 21. MISCELLANEOUS. 21.1 Successors and Assigns. 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. 21.2 Assignment. 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; provided, however, that (i) Seller may assign this Agreement to the City of La Quinta without Buyer's consent, and (ii) Buyer may assign this Agreement to a corporation, trust, limited liability company or partnership of which Buyer owns the majority beneficial interest and operational control without Seller's consent. No assignment by Buyer, including an 882/015610-M79 582617.09 a(16/20/05 -15- assignment which does not require Seller's written approval, shall be effective unless and until Buyer submits a signed assignment and assumption agreement in a form and with content approved by the Seller's legal counsel. 21.3 Third Party Beneficiary. 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; provided, however, that notwithstanding the foregoing, the City shall be an express third party beneficiary with respect to the indemnities and other matters set forth in this Agreement which specifically and expressly run to the City's benefit. 21.4 Attorney's Fees. In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions to this Agreement or the Escrow or otherwise in connection with the Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 21.5 Notices. All notices under this Agreement shall be effective (i) upon personal delivery, (ii) via overnight courier service provided the courier provides a written receipt of the time and date of delivery; (iii) via facsimile so long as the sender receives confirmation of successful transmission from the sending machine; or (iv) 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: La Quints Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Attn: Executive Director 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 To Buyer: Stamko Development Co. LP 2205 N. Poinsettia Avenue Manhattan Beach, CA 90266 Attn: Chris Clarke Facsimile No.: (760) 564-8728 Copy to: Cox, Castle & Nicholson, LLP 19800 MacArthur Boulevard, Ste. 500 Irvine, CA 92612-2435 Attn: Stathi G. Marcopulos, Esq. Facsimile No.: (949) 476-2111 88v015610-0079 -16- 582617.09 a0CH2O/05 21.6 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. 21.7 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. 24.8 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 Seller shall be made in accordance with California law. Service of process on Buyer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 21.9 Nonliability of Seller Officials. No officer, official, member, employee, agent, or representatives of Seller 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. 21.10 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. 21.11 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. 21.12 Time for Performance. In the event the time for performance of an obligation hereunder falls on a weekend, a holiday, or on a day on which the City of La Quints is closed, performance of that obligation shall be due on the next business day on which the City of La Quinta is open. 21.13 Time of Essence. Time is of the essence in this Agreement and in 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. 21.14 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. 21.15 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 882i)1561(xx079 -17- 582617.09 a(W20/05 ff�/, 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. 21.16 Duplicate Originals. This Agreement may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect. 21.17 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. 21.18 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 21.19 Covenants of Seller. Seller agrees that during the period between the Effective Date of this Agreement and the Closing Date: (a) Except as provided in Sections 16 and 17 hereof, 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) Except for the entry permitted to Sam's pursuant to Section 16 hereof, 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 the Closing, Seller shall not introduce or release, or permit the introduction or release, of any Hazardous Material in, from, under, or on the Property; (d) Prior to Closing, Seller shall provide written notice to Buyer of any actions that it or the City of La Quinta has agendized for action that is inconsistent with the purposes of this Agreement and Buyer's intended development on the Property; (e) Prior to Closing, Seller shall maintain Seller's existing insurance on the Property; and (f) Subject to (i) the rights of Sam's to enter onto the Property for purposes of removing trees and performing grading activities pursuant to Section 16 hereof; and (ii) the rights of Seller to remove the existing building from the Property pursuant to Section 17 hereof, Seller shall not alter the physical condition of the Property. In the event Seller alters the physical condition of the Property in any manner other than in the manner and/or pursuant to the activities 887/o15610-(1079 -18- 582617.09 a(WWW/OS expressly authorized in clauses (i) and (ii) of this paragraph 21.17(f), Seller shall promptly repair the same. 21.20 Representations of Seller. Seller represents and warrants that Seller has no actual knowledge of any notice of violations of city, county, state, federal, building, land use, fire, health, safety, environmental, Hazardous Materials or other governmental or public agency codes, ordinances, regulations, or orders with respect to the Property, or as to health, safety, environmental, or hazardous materials codes, ordinances, regulations or orders relating to any lands adjacent to the Property. Seller warrants that Seller has no knowledge of any litigation, pending or threatened with respect to the Property, Seller's interest therein, or which would otherwise inhibit Buyer's obtaining clear title to the Property. Seller also warrants that it has no actual knowledge of any physical, legal, economic or political facts, circumstances, problems or governmental actions with respect to the Property which should be disclosed by Seller or its agents under California law, except those which have been disclosed to Buyer in detail, in writing. As used herein, "knowledge" shall mean the actual knowledge of Seller's Executive Director, without any duty of independent investigation or inquiry. The foregoing representations and warranties shall be true as of the date of this Agreement and of the Close of Escrow. 21.21 Corporate 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 patty, (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. 21.22 Covenant Against Discrimination. Buyer covenants that in its performance of this Agreement it shall not discriminate against any person or group of persons on account of any impermissible classification including but not limited to race, color, creed, gender, religion, marital status, national origin, or ancestry. 21.23 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. 21.24 Memorandum of Purchase Agreement. The parties agree to execute, acknowledge and record a memorandum of this Agreement, which Buyer covenants to release of record if. (i) the Agreement is terminated for any reason (other than Seller's default), or (ii) this Agreement is terminated by Buyer, for any reason. [END -- SIGNATURE PAGE FOLLOWS] 882/0156104X)79 -1 - A 582617.09 aD&'A)/OS 7 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: APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: Agency C nsel LA QUINTA REDEVELOPMENT AGENCY, a public body, corporateandpolitic By: Executive Director "Buyer" C1 882/015610-(X)79 582617.09 a116✓20/05 _20_ Stewart Title Company agrees to act as Escrow Holder in accordance with the terms of this Agreement. 882/015610-(H)79 582617.09 aW20/05 STEWART TITLE COMPANY M Name: Its: -21- 9 tz EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [To be inserted] 882/015610-0079 582617.09 a06(20105 vt/ EXHIBIT "B" FORM OF GRANT DEED [SEE FOLLOWING PAGES] 182/015610-0079 582617.09 a06/20/05 Cfl/ Recording Requested By and When Recorded Return to: Stamko Development Co. Attn: Christine F. Clarke MAIL TAX STATEMENTS TO: Stamko Development Co. LP Attn: Christine F. Clarke 4� SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) (the "Grantor"), hereby grants to STAMKO DEVELOPMENT CO, LP, a California limited partnership ("Grantee"), that certain real property ("Property") located in the City of La Quinta, County of Riverside, State of California, described in the legal description attached hereto as Attachment No. 1 and incorporated herein by this reference, subject to all matters of record, and further subject to the following: A. Conveyance in Accordance With Redevelopment Plan. The Property is conveyed in accordance with and subject to the Redevelopment Plan for Project Area No. 2 ("Redevelopment Plan'), a copy of which is on file with the City Clerk of the City of La Quinta, California. All uses on the Property shall conform to the uses permitted by the Redevelopment Plan. The foregoing shall remain in effect until the expiration of the Redevelopment Plan. B. Nondiscrimination. Grantee, on behalf of itself and its successors and assigns to all or any portion of the Property, covenants and agrees as follows: 1. There shall be no discrimination against, or segregation of, any persons, or group of persons, on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, or rental or in the use, occupancy, or enjoyment of the Property, nor shall the grantee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property or any portion thereof, The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 882/b156I (ux)79 3 582617.09 a06M/05 2. The grantee shall refrain from restricting the rental, sale, or lease of any portion of the Property, or contracts relating to the Property, on the basis of race, color, creed, religion, sex, marital status, age, ancestry, or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. In deeds: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself, or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this lease is made and accepted upon and subject to the following conditions: `That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased, nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased."' C. In contracts pertaining to the realty: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry, or national origin in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of land." The foregoing nondiscrimination covenants shall remain in effect in perpetuity. C. Covenants Run With The Land. All covenants contained in this Grant Deed shall be covenants running with the land. D. Covenants for Benefit of Grantor. All covenants set forth in this Grant Deed, without regard to technical classification or designation, shall be binding for the benefit of the Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or equity or other property proceedings to enforce the curing of such breach. 8821015610-(x)79 582617.09 a(16/20/05 -4- ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel «cantor" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic M Executive Director "Grantee„ STAMKO DEVELOPMENT CO. LP, a California limited partnership By: Name: Its: 882/015610-0079 I " 582617.09 a(K/2)105 -S- STATE OF CALIFORNIA ) ss: COUNTY OF ) On , before me, the undersigned, a Notary Public in and for said County and State, 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, the undersigned, a Notary Public in and for said County and State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public [SEAL] 882/01561(MX)79 582617.09 a06J20/05 -6 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF PROPERTY [TO BE INSERTED] sM17.O o-WVZ Attachment 1 to Grant Deed gu SS7bIZ09a(K�/20/OS "Grantor" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and po tic By: Executive Director ATTEST: A cy Secretary APPROVED AS TO FORM: R� UTAN &TUCKER, LLP A.-ency Counsel "Grantee" tl82'015610-0079 651495 01 a10/13/0S STATE OF CALIFORNIA ss: COUNTY OF /✓ei'Side� ) On _ 9246OZe-e- =I/ , cOAA-1- , before me, the undersigned, a Notary Public in and for said County and State, personally appeared T%jpmmg e 49',�dGs4 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/4ek{ray executed the same in his/he€kkeir authorized capacity(ies), and that by his/keF4heir 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 se . _HE�� Notary ublic J�i�i STATE OF CALIFORNIA ) e ss: COUNTY OF I/P./j,(W-e. ) On IQC'De," a4 befo��JJeme, the undersi ned, a Notary Public in and for said County and State, 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 +rr/she/t#iey executed the same m4ris er/their authorized capacity(ies), and that by f4s/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 se Notary Public �— LO [SEAL] RE�C,I:M�NVj notaFy v -cobWit ,"'IM15610 n079 65149, 01 n l0I I W5 -4- EXHIBIT "C" AFFIDAVIT OF NON -FOREIGN ENTITY TO: STAMKO DEVELOPMENT CO. LP ("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 , 2005, 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 95-3740431; and 3. The address for mailing purposes of Seller is: 78-495 Calle Tampico, La Quinta, California 92253; and 4. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller. Dated: , 2005 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic LN 8821015610-0079 582617.09 a06✓20/05 Thomas Genovese, Executive Director TABLE OF CONTENTS Page 1. PURCHASE PRICE.........................................................................................................1 1.1 Amount .................................................................................................................1 1.2 Payment of Purchase Price....................................................................................1 2. ESCROW..........................................................................................................................2 2.1 Opening of Escrow...............................................................................................2 2.2 Escrow Instructions...............................................................................................2 3. DUE DILIGENCE............................................................................................................2 3.1 Due Diligence ....................................................................................................... 2 4. CLOSE OF ESCROW......................................................................................................6 4.1 Close of Escrow; Closing Date.............................................................................6 4.2 Recordation; Release of Funds and Documents ...................................................6 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.............6 5.1 Buyer's Obligations.............................................................................................. 6 5.2 Seller's Obligations...............................................................................................7 6. TITLE INSURANCE POLICY........................................................................................7 6.1 Title Policy 7 6.2 Payment for Title Policy....................................................................................... 7. REAL PROPERTY TAXES............................................................................................. 7 8. CONDITIONS PRECEDENT TO CLOSING................................................................. 8 8.1 Conditions Precedent to Buyer's Obligations.......................................................8 8.2 Conditions Precedent to Seller's Obligations.......................................................9 9. POSSESSION.................................................................................................................10 10. ALLOCATION OF COSTS...........................................................................................10 10.1 Buyer's Costs......................................................................................................10 10.2 Seller's Costs......................................................................................................10 11. REMEDIES.....................................................................................................................10 11.1 Default by Seller.................................................................................................10 11.2 Default by Buyer................................................................................................. I I 882/01561(-(H)79 V 582617.09 a(W2(N05 -i Page 12. "AS-IS"...........................................................................................................................11 13. INDEMNITY..................................................................................................................12 14. WAIVER AND RELEASE............................................................................................13 15. CONSTRUCTION OF PUBLIC IMPROVEMENTS....................................................14 16. TREE REMOVAL; GRADING.....................................................................................14 17. REMOVAL OF BUILDING..........................................................................................14 18. PAYMENT OF PREVAILING WAGES.......................................................................14 19. CONDEMNATION........................................................................................................15 20. RIGHT TO EXCHANGE...............................................................................................15 21. MISCELLANEOUS.......................................................................................................15 21.1 Successors and Assigns.......................................................................................15 21.4 Attorney's Fees...................................................................................................16 21.5 Notices................................................................................................................16 21.6 Fair Meaning17 21.7 Headings............................................................................................................. 17 21.8 Choice of Laws; Litigation Matters....................................................................17 21.9 Nonliability of Seller Officials............................................................................17 21.10 Gender; Number..................................................................................................17 21.11 Survival...............................................................................................................17 21.12 Time for Performance.......................................................................................17 21.13 Time of Essence..................................................................................................17 21.14 Waiver or Modification.......................................................................................17 21.15 Broker's Fees......................................................................................................17 21.16 Duplicate Originals.............................................................................................18 21.17 Severability.........................................................................................................18 21.18 Exhibits...............................................................................................................18 21.19 Covenants of Seller.............................................................................................18 21.20 Representations of Seller..................................................................................19 21.21 Corporate Authority............................................................................................19 21.22 Covenant Against Discrimination.......................................................................19 21.23 Entire Agreement; Amendment..........................................................................19 21.24 Memorandum of Purchase Agreement. The parties agree to execute, acknowledge and record a memorandum of this Agreement, which Buyer covenants to release of record if: (i) the Agreement is terminated for any reason (other than Seller's default), or (ii) this Agreement is terminated by Buyer, for any reason...................................................................19 EXHIBITS 882/01561()-(X)79 582617.09 a06120/05 Page Exhibit A Legal Description of the Property Exhibit B Form of Grant Deed Exhibit C Form of Affidavit of Non -Foreign Entity 882/015610-(X)79 (� 582617.09 a06/20/05 -111- From: JAN OSGOOD 310-242-6137 To: CHRIS-CONDO Date: 7/20/2005 Time: 8:19:16 AM Page 1 of 3 AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE AND ESCR W INSTRUCTIONS ("Amendment No. 1") is made and entered into as of , 2005 ("Effective Date") by and between the LA QUINTA REDE ELOPMENT AGENCY, a public body, corporate and politic ("Seller"), and STAMKO DEVELOPMENT CO. LP, a California limited partnership ("Buyer"). RECITALS: A. Pursuant to that certain Agreement for Purchase and Sale and Escrow Instructions executed on or about' 7o—/y /7 �y and between Seller and Buyer (the "Agreement"), Seller agreed to sell to Buyer, and Buyer agreed to buy from Seller, certain improved real property located at the intersection of Dune Palms Road and Highway I I I in the City of La Quinta ("City"), County of Riverside, State of California, as more particularly described in the Agreement (the "Property"). B. Buyer and Seller now desire to amend the Agreement to extend, until August 12, 2005, the outside date by which Seller shall convey to Buyer the Property. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants herein contained, the parties hereto agree as follows: 1. Extension of Closing Date. Section 4.1 of the Agreement is hereby amended to replace the date "August 1, 2005" with the date "October 7, 2005". 2. Provisions of Agreement. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the Agreement shall remain in full force and effect. Miscellaneous. 3.1 Attornev's Fees. In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 3.2 Fair Meaning. This Amendment No. 1 shall be construed according to its fair meaning and as if prepared by both parties hereto. 3.3 Choice of Laws; Litigation Matters. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed 882Po15610-0079 625569 02 07M/05 ' 1 From: JAN OSGOOD 310-242-6137 To: CHRIS-CONDO Date: 7/20/2005 Time: 8:19:16 AM Page 2 of 3 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 Amendment No. 1. 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. 3.4 Time of Essence. Time is of the essence of this Amendment No. 1 and of each and every term and provision hereof. 3.5 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. 3.6 Facsimile Signatures. Signatures of the parties transmitted by facsimile shall be deemed binding. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof.. 3.7 Counterparts. This Agreement may be executed in counterparts, each of which, when this Amendment No. 1 has been signed by all the Parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 3.8 Corporate Authority. The person(s) executing this Amendment No. 1 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 Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1 such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which such party is bound. 3.9 Entire Agreement; Amendment. Except as set forth above, this Amendment No. 1 contains 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 Amendment No. 1 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] 88=15610-0079 625569.02 a0720/05 -2- From: JAN OSGOOD 310-242-6137 To. CHRIS-CONDO Date: 7/20/2005 Time: 8:19:16 AM Page 3 of 3 IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as of the day and year first written above. Date: P, 72005 ATTEST: 2p� June Greek, Agency ecretary APPROVED AS TO FORM: "Seller" LA QUINTA RED LOPMENT AGENCY, a public body, orate and pol' 'c By: /� A ency CAair RUTAN & TUCKER, LLP By: iN W., ri., Z' MCi<atherine Jenson, Agenc unsel "Buyer" STAMKO DEVELOPMENT CO. LP, a California limited partnership By: Kestam Corporation Its: General ner By: Christine F. Clarke Date: , 2005 Its: President Stewart Title Company agrees to act as Escrow Holder in accordance with the terms of this Amendment No. 1. STEWART TITLE COMPANY By: _ Name: Its: 88=15610-0079 62.5569.02 a07/20/05 -3- From: JPN OSGOOD 31D-242-6137 To: CHRIS-CONDO Date: 720/2005 Time: SO AM Page i of 3 AMENDMENT NO I TO AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE AND ESCROW NSTRUCTIONS ("Amendment No. 1") is made and entered into as of (( 2005 ("Effective Date") by and between the LA QUINTA REDE ELOPMENT AGENCY, a public body, corporate and politic ("Seller"), and STAMKO DEVELOPMENT CO. LP, a California limited partnership ("Buyer"). RECITALS: A Pursuant to that certain Agreement for Purchase and Sale and Escrow Instructions executed on or about by and between Seller and Buyer (the "Agreement"), Seller agreed to sell to Buyer, and Buyer agreed to buy from Seller, certain improved real property located at the intersection of Dune Palms Road and Highway 111 in the City of La Quinta ("City"), County of Riverside, State of California, as more particularly described in the Agreement (the "Property"). B. Buyer and Seller now desire to amend the Agreement to extend, until August 12, 2005, the outside date by which Seller shall convey to Buyer the Property. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants herein contained, the parties hereto agree as follows: 1. Extension of Closing Date. Section 4.1 of the Agreement is hereby amended to replace the date "August 1, 2005" with the date "October'7, 2005". 2. Provisions of Agreement. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the Agreement shall remain in full force and effect. 3. Miscellaneous. 3.1 Attorney's Fees. In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 3.2 Fair Meaning. This Amendment No. 1 shall be construed according to its fair meaning and as if prepared by both parties hereto. 3.3 Choice of Laws Litigation Matters. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed MV 5610 9 62556902 aM MM From: JAN OSGOOD 310-242-6137 To: CHRI6DO Date: 7/20/2005 Time: * AM Page 2 of 3 or determined according to such law. i 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 Amendment No. 1. 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. 3.4 Time of Essence. Time is of the essence of this Amendment No. I and of each and every term and provision hereof. 3.5 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. 3.6 Facsimile Signatures. Signatures of the parties transmitted by facsimile shall be deemed binding. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof. 3.7 Counterparts. This Agreement may be executed in counterparts, each of which, when this Amendment No. I has been signed by all the Parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 3.8 Corporate Authority. The person(s) executing this Amendment No. I 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 Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. I such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which such party is bound. 3.9 Entire Agreement; Amendment. Except as set forth above, this Amendment No. 1 contains 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 Amendment No. 1 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] 882I01560 62556902�M20N5 -2- -s From: JAN OSGOOD 310-242-6137 To: CHRIS-CONDO Date: W20/2005 Time: W AM Page 3 of 0 IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as of the day and year first written above. "Seller" LA QUINTA a public body / By: Date: �/ 2005 4 ATTEST: une Greek, Agency Secrets APPROVED AS TO FORM: RUTcAN& TUCKER, L�LP /f/ {at By: *��At&�1Vi�w 4 herine Jenson, Ag nc Counse "Buyer" politic Chair AGENCY, STAMKO DEVELOPMENT CO. LP, a California limited partnership By: Kestam Corporation Its: GeneraML4 By: Christine F. Clarke Date: �(/ , 2005 Its: President Stewart Title Company agrees to act as Escrow Holder in accordance with the terms of this Amendment No. 1. STEWART TITLE COMPANY By: _ Name: Its: BBZUI5a10-00]9 azssasoz.mrzaros -3- STAMKO DEVELOPMENT Date / No10573 P.O. Box 1504 LA QUINTA, CALIFORNIA 92247-1504 78-495 CALLS TAMPICO (760) 7 7 7 - 7 0 0 0 LA QUINTA, CALIFORNIA 92253 FAX (760) 777-7101 July 27, 2005 Chris Clarke STAMKO DEVELOPMENT CO. 2205 N. Poinsettia Avenue Manhattan Beach, CA 90266 Re: Agreement for Purchase and Sale and Escrow Instructions Dear Ms. Clarke: Please find enclosed a fully executed Agreement for Purchase and Sale and Escrow Instructions by and between the La Quinta Redevelopment Agency and Stamko Development Company for commercial property generally located southwest of the intersection of Highway I I I and Dune Palms Road. Also enclosed is Amendment No. I to the above referenced Agreement extending the outside closing date to October 7, 2005. Should you have any questions, please contact the Community Development Department at (760) 777-7070. Sincerely, 8�� -&- jz��� JUNE S. GREEK, CMC City Clerk Enclosure cc: Douglas R. Evans, Community Development Director Stathi G. Marcopulos, Cox, Castle & Nicholson Allison LeMoine-Bui, Rutan & Tucker Kathy Wenger, Stewart Title Company WHEN RECORDED MAIL TO: Sam's Real Estate Business Trust c/o J. Matthew Wilcox, Esq. Gresham Savage Nolan & Tilden 550 East Hospitality Lane, Suite 300 San Bernardino, CA 92408-4205 HOC a 2005-0714042 08/30/2005 08:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ed, T KW REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Grantor") hereby GRANTS to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, and its successors in interest ("Grantee") a NON- EXCLUSIVE EASEMENT FOR ACCESS over, upon, and across that certain strip of real property described on Exhibit "A", attached hereto and incorporated by reference, ("Easement"). The Easement shall be appurtenant to that certain real property described on Exhibit "B", attached hereto and incorporated by reference ("Appurtenant Property"). If requested by Grantor, Grantee agrees to cooperate with Grantor to relocate the Easement to another location on Grantor's property, so long as such new location provides the same level of access to the Appurtenant Property, and such new location is acceptable to Grantee, in its reasonable discretion. In the event of any such relocation, Grantee agrees to release its interest in the Easement upon the recordation of a grant of easement to the new location. Appr;RT as to legal terms only byAP4 VA IV WALLEGAL DEPT. Date: ( -a a - v 5.-#, NAW764W00 nocMedeve4maA AgencylGrant of Easement 00 Ldoe 1 SAM'S REAL ESTATE BUSINESS TRUST, A DELAWARE STATUTORY TRUsv _ � 'VICE PRES ENT �dr r 15 OF REAL EST TE Glar�f' DATE: 17, o . STATE OF Oj COUNTY OF On $' , 2005, be me, the undersigned, a Notary Public in and for said Cotmty an fate, personally appeared personally known to me or proved to me on th asis of satisfactory evidence to be the person(&) whose name(&) isLare subscribed to the within instrument and acknowledged to me that he/4 apy executed the same in his/he&h@4 authorized capacity(., and that by his4wd4ieh+ signature(s) on the instrument the person(4), or entity upon behalf of which the person() acted, executed the indent. WITNESS my hand and official seal. Jane Bennett County of Benton Not v ublic Notary Public - Arkansas My Commission Exp. 03113/2012 NAW76i10a01 mute&—alopmem AgencY%Grant aFEaaamrnl ooLdoc EASEMENT DESCRIPTION THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 29; THENCE SOUTH 89°36'07" WEST, 330.00 FEET TO A POINT ON A NORTHERLY PROLONGATION OF THE EAST LINE OF THE LAND INCLUDED WITHIN PARCEL MAP NO. 30420RECORDED IN BOOK 202, PAGES 40 THROUGH 44, JULY 18TH 2002; THENCE ALONG SAID LINE, SOUTH 00°13'48" EAST, 428.87 FEET; THENCE LEAVING SAID EAST LINE, NORTH 90000'00" EAST 9.39 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 90'00'00" EAST 30.00 FEET; THENCE SOUTH 00000'00" EAST, 224.69 FEET; THENCE NORTH 80000'00" EAST, 118.54 FEET; THENCE SOUTH 89059'50" EAST, 111.68 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF DUNE PALMS ROAD; THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINE OF DUNE PALMS ROAD, SOUTH 00013'41" EAST, 36.00 FEET; THENCE LEAVING SAID WESTERLY RIGHT-OF- WAY LINE OF DUNE PALMS ROAD, NORTH 90000'00" WEST, 108.67 FEET; THENCE SOUTH 80000'00" EAST, 152.20 FEET; THENCE NORTH 00°00'00" WEST, 266.53 FEET TO THE TRUE POINT OF BEGINNING. fib.um 10.5m EXHIBIT "A" ` HIGHWAY tit CENTERUNE NORTHERLY PROLONGATION OF �''• 1 EAST LINE OF LAN© WITHIN I PARCEL 30420, BOOK 202/40-44 r t 0 �) PARCELI t0 LL RIGHT—OF—WAY F 3dASk AAA I p,P 2010 PROPOSED ACCESS I EASEMENT FOR PARCEL 1 I TP.O.B. LOT LINE N.E. JOB: 304-018.1 `±I i "1 `- r; PARCEL 2 Y •rw ca• I LOT LINE-'--- t D j -Co LOT LINE I PARCEL 3 r----� PARCEL 1 ACCESS EASEMENT EXHIBIT LEGEND PROPOSED ACCESS EAS P.O.B. "POINT OF BEGINNING" TP.O.B. "TRUE POINT nF Rmn 50 0 50 100 150 200 SCALE 1 " = 100' DUNE 77, 2005 NASLAND t ( I I I 1 t EMENT JNING" ENGINEERING CIM ENGINEERING • SURVEYING • LAND PLANNING 4740 Ruffner Street, San Diego, California, 92111 • 868-292-7770 EXHIBIT `B" LEGAL DESCRIPTION OF APPURTENANT PROPERTY All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 1 OF PARCEL MAP NO.33588, RECORDED ON Ayl6 q5T i8m 2005, IN PARCEL MAP BOOKZA/, PAGES THROUGH �, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. Exhibit `B" so/eO/aO - IM Aso 'ON x03-KNv td � r �� Ljff u Bg '� � s 'cc 0 .. ' ,CL Ln ... ...... = � : 3 j 5 � g El h !s _ . u 3 gly It �!! 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