Slater, Susan/Purchase & Sale 46-130 Dune Palms 09AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
SUSAN E. SLATER
(G°SELLER")
AND
LA QUINTA REDEVELOPMENT AGENCY
("BUYER")
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AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of , 2009 ("Effective Date") by and
between Susan E. Slater ( "Seller") and the LA QU11TA REDEVELOPMENT AGENCY, a
public body corporate and politic ("Buyer").
RECITALS:
A. Seller represents and warrants that she is the sole and exclusive fee title owner of
that certain real property located in the City of La Quinta, County of Riverside, State of
California, commonly known as 46-130 Dune Palms Road (APN 600-030-002), more
particularly described in the legal description attached hereto as Exhibit "A" (the "Real
Property") improved with a residential dwelling, a wood working shop and other related
accessory structures and improvements (the "Improvements").
B. Buyer desires to purchase the Property (as that term is defined below) from Seller,
and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein.
C. On May 25, 2007, Buyer issued an offer letter to Seller indicating Buyer's
intention to acquire the Property; Buyer is acquiring the Property for the public purpose of
developing the Real Property as an affordable housing project. This action will cause Seller to
become a displaced person pursuant to the California Relocation Assistance Act (Cal. Govt.
Code § 7260 et seq.) and Buyer is complying with the provisions of the Relocation Assistance
Act. Seller represents that they have found property that they desire to move to, and, therefore,
have requested that the Buyer expedite the processing of this Agreement in order for Seller to
acquire property that it desires to move to.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
into this Agreement, and mutual covenants herein contained, the parties hereto agree as follows:
1. PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement,
and for the consideration herein set forth, Seller hereby agrees to sell to Buyer and Buyer hereby
agrees to purchase from Seller the Real Property and Seller hereby agrees to sell and Buyer
hereby agrees to buy the following:
1.1 Improvements. Seller's interest in and to the Improvements and all tenements,
hereditaments and appurtenances thereto, subject to the Permitted Exceptions (as that term is
defined in Section 7.1);
1.2 Fixtures and Personal Property. Any and all fixtures and fittings that are attached
to the Real Property and Improvements, all existing electrical, mechanical, lighting, plumbing
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and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar systems, built-in
appliances, window and door screens, awnings, shutters, window coverings, attached floor
coverings, television antennas, private integrated telephone systems, air coolers/conditioners,
pool/spa equipment, garage door openers/remote controls, mailbox, in -ground landscaping,
trees/shrubs, water softeners, water purifiers, and security systems/alarms (collectively, the
"Fixtures and Personal Property").
The Real Property, the Improvements, and the Personal Property are hereinafter
collectively referred to as the "Property."
2. PURCHASE PRICE.
2.1 Amount. The purchase price which Seller agrees to accept and Buyer agrees to
pay for the Property is the sum of THREE HUNDRED TWENTY-SIX THOUSAND
DOLLARS ($326,000.00) ("Purchase Price"). The parties agree that with the exception of
relocation benefits referenced in Section 3, below, the Purchase Price reflects the full payment
that Seller will receive from Buyer for the Property.
2.2 Payment of Purchase Price. On or before 5:00 p.m. on the business day preceding
the "Closing Date" (as that term is defined in Section 5.1) or such earlier time as required by
"Escrow Holder" in order to close "Escrow" (as those terms are defined in Section 4.1) on the
Closing Date, Buyer shall deposit with Escrow Holder the Purchase Price.
3. RELOCATION ASSISTANCE. In addition to the Purchase Price, Buyer and Seller
agree that Seller shall be entitled to relocation assistance pursuant to California Relocation
Assistance Act (Cal. Govt. Code Sections 7260 et seq.; Relocation Assistance and Real Property
Acquisition Guidelines, California Administrative Cove Title 25), in accordance with the terms
and amounts memorialized in a relocation benefit letter issued by the Rosenow Spevacek Group.
For reference purpose only, the total relocation assistance paid to Seller pursuant to the
relocation benefit letter is SIXTY THOUSAND DOLLARS ($60,000.00) and shall be paid and
disbursed pursuant to the terms of the relocation benefit letter.
4. ESCROW.
4.1 Opening of Escrow. Closing of the sale of the Property shall take place through
an escrow ("Escrow") to be established within three (3) business days after the execution of this
Agreement by the parties hereto, with Four Seasons Escrow, Inc. ("Escrow Holder") at its office
located at 47-350 Washington Avenue, Suite 101, La Quinta, California 92253. The opening of
the Escrow (the "Opening of Escrow") shall be deemed to be the date that a fully executed copy
of this Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify
Buyer and Seller in writing of the date of the Opening of Escrow.
4.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute
the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow
Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that
Escrow Holder customarily requires in real property escrows administered by it. In the event of
any conflict or inconsistency between Escrow Holder's standard'instructions and the provisions
of this Agreement, the provisions of this Agreement shall supersede and be controlling. The
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parties additionally agree to the Escrow Holder's standard terms, a copy of which is attached
hereto as Exhibit E and to the additional supplemental instructions contained in Exhibit F.
TITLE MATTERS. Buyer shall obtain a preliminary title report prepared by Old Republic Title
Company ("Title Company"), located at 750 B Street Suite 3150, San Diego, CA 92101,
describing the state of title of the Property together with copies of all underlying documents and
a map of plotted easements (collectively, the "Preliminary Title Report"). Buyer may, at its sole
cost and expense, obtain a current survey of the Property (the "Survey"). Notwithstanding
anything herein to the contrary, Seller shall be obligated to remove all monetary encumbrances
against the Property excluding non -delinquent real property taxes (except as otherwise provided
for in Section 8 below). Buyer shall notify Seller in writing of any objections Buyer may have to
title exceptions contained in the Preliminary Title Report or matters shown on the Survey (if
Buyer has obtained) no later than the date which is fifteen (15) days after the later of (i) its
receipt of the Preliminary Title Report or (ii) its receipt of the Survey ("Buyer's Objection
Notice"). Buyer's approval or disapproval of the matters set forth in the Preliminary Title Report
(and the Survey, if applicable) may be granted or withheld in Buyer's sole and absolute
discretion. Buyer's failure to provide Seller with a Buyer's Objection Notice within said period
shall constitute Buyer's approval of all exceptions to title shown on the Preliminary Title Report
and all matters shown on the Survey (if Buyer has obtained). Seller shall have a period of five
(5) days after receipt of Buyer's Objection Notice in which to deliver written notice to Buyer
("Seller's Notice") of Seller's election to either (i) agree to remove the objectionable items on
the Preliminary Title Report or Survey prior to the Close of Escrow, or (ii) decline to remove any
such title exceptions or Survey matters and terminate Escrow and the obligations of Buyer and
Seller to purchase and sell the Property under this Agreement. Seller's failure to provide Buyer
with Seller's Notice within said period shall constitute Seller's election to remove the
objectionable items on the Preliminary Title Report. If Seller notifies Buyer of its election to
terminate rather than remove the objectionable items on the Preliminary Title Report or Survey,
Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer's
receipt of Seller's Notice, to agree to accept the Property subject to the objectionable items, in
which event Seller's election to terminate shall be of no effect, and Buyer shall take title at the
Close of Escrow subject to such objectionable items without any adjustment to or credit against
the Purchase Price. All exceptions to title shown on the Preliminary Title Report, other than
those which Seller may agree to remove pursuant to this Section 5, shall be deemed to have been
approved by Buyer unless Seller is notified otherwise in writing.
Upon the issuance of any amendment or supplement to the Preliminary Title
Report which adds additional exceptions, including any survey exceptions, the foregoing right of
review and approval shall also apply to said amendment or supplement. The process set forth
above for Buyer's review and Seller's response shall apply to any review and response with
respect to any amendment or supplement to the Preliminary Title Report, and the Closing shall
be extended for such period as is necessary to allow for that review and response process to be
completed.
5. CLOSE OF ESCROW.
5.1 Close of Escrow; Closing Date. Provided that all of the conditions of this
Agreement precedent to the "Close of Escrow" (as hereinafter defined) as set forth in Section 9
below have been satisfied (or waived by the appropriate party) prior to or on the Closing Date,
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the Closing of this transaction for the sale and purchase of the Property shall take place on or
before May 29,2009 ("Outside Closing Date"). Notwithstanding the foregoing, if Buyer and
Seller agree to advance the Closing, and so long as all of "Buyer's Conditions to Closing" and all
of "Seller's Conditions to Closing" (as those terms are defined in Section 9) have been satisfied
(or waived by the appropriate party), Seller and Buyer may elect to authorize the Closing before
the Outside Closing Date. The terms "Close of Escrow", "Closing Date" and the "Closing" are
used herein to mean the time Seller's grant deed conveying fee title to the Property to Buyer is
recorded in the Official Records of the Office of the County Recorder of Riverside ("Official
Records"). If Escrow is not in a condition to close by the Outside Closing Date, either party not
then in default hereunder may, upon five (5) days advance written notice to the other party and
Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination shall
release either party then in default from liability for such default. If neither party so elects to
terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as
possible.
5.2 Recordation; Release of Funds and Documents.
5.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official
Records, the following documents in the order listed: (i) the Quitclaim Deed (defined below)
signed and acknowledged by Seller's spouse (in a form and content provided by the Escrow
Holder); (i) the grant deed (in the form attached hereto as Exhibit "B") transferring title to the
Property to Buyer ("Grant Deed"); and (ii) such other and further documents as may be directed
jointly by Buyer and Seller.
5.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price, less
any amount to pay property taxes and/or assessments allocable to Seller pursuant to Section 8,
and (ii) conformed copies of all recorded documents to both Buyer and Seller.
6. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER
6.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with
Escrow Holder the following:
(a) the Purchase Price; and
(b) any and all additional funds, instruments or other documents required
from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in
order for the Escrow Holder to comply with the terms of this Agreement.
6.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with
Escrow Holder each of the following:
(a) the executed and acknowledged Grant Deed, subject only to the Permitted
Exceptions (defined hereafter);
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(b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit")
executed and acknowledged by Seller in the form attached hereto as Exhibit "C' ;
(c) a Bill of Sale (the "Bill of Sale") executed and acknowledged by Seller in
the form attached hereto as Exhibit "D' ; and
(d) a quitclaim deed, signed by Seller's spouse and acknowledged, in a form
and content provided by the Escrow Holder, stating that Seller's spouse relinquishes any right,
title, or interest he may have in the Property ("Quitclaim Deed").
(e) all other funds, items, and instruments required from Seller (executed and
acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to
comply with the provisions of this Agreement.
7. TITLE INSURANCE POLICY.
7.1 Title Policy. At the Closing Date, the Title Company, as insurer, shall issue a
CLTA owner's standard coverage policy of title insurance ("Title Policy"), in favor of Buyer, as
insured, showing Buyer as fee title owner of the Property, with liability in the amount of the
Purchase Price, subject only to the following (the "Permitted Exceptions"):
(a) non -delinquent real property taxes, subject to Seller's obligations to pay
certain taxes pursuant to Section 8 below;
(b) covenants, conditions, restrictions and reservations of record that do not
interfere with the Buyer's proposed use of the Property, as determined in the sole and absolute
discretion of Buyer;
(c) easements or rights -of -way over the Property for public or quasi -public
utility or public street purposes;
(d) title exceptions approved or deemed approved by Buyer pursuant to
Section 4.2 above;
(e) any other exceptions approved by Buyer; and
(f) the standard printed conditions and exceptions contained in the CLTA
standard owner's policy of title insurance regularly issued by the Title Company.
7.2 Payment for Title Policy. Buyer shall be responsible for the charges for the Title
Policy with coverage up to the amount of the Purchase Price. Buyer shall pay any additional
coverage or endorsements it requests. Buyer may, at its election and expense, request an ALTA
extended policy of title insurance. Buyer shall also pay for the Survey, if applicable.
8. REAL PROPERTY TAXES AND ASSESSMENTS. Upon Buyer's acquisition of fee
title to the Property, the Property will be exempt from the payment of property taxes due to
Buyer's status as a public agency. Seller shall be responsible for paying (through Escrow at
Closing) all real and personal property taxes and assessments which are of record as of the
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Closing Date and/or have accrued against the Property prior to (and including) the Closing Date
(notwithstanding whether such taxes and/or assessments are due and payable as of the Closing
Date). Buyer hereby acknowledges and agrees that Buyer will provide the funds necessary to
completely payoff, at Closing, any amounts outstanding under the City of La Quinta Assessment
District 2000-1. Seller shall be responsible for paying for all real or personal property taxes or
assessments assessed against the Property after the Closing for any period prior to the Closing.
9. CONDITIONS PRECEDENT TO CLOSING.
9.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this
Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or
signed written waiver by Buyer of each and all of the following conditions precedent
(collectively, "Buyer's Conditions to Closing"):
(a) on the Closing Date, the Title Company shall be irrevocably committed to
issue the Title Policy pursuant to Section 7 above insuring fee title to the Property as being
vested in Buyer, subject only to the Permitted Exceptions;
(b) Escrow Holder holds all instruments, documents, and funds required for
the Closing and will deliver to Buyer the instruments and funds, if any, accruing to Buyer
pursuant to this Agreement;
(c) except as otherwise permitted by this Agreement, all representations and
warranties by the Seller in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled
by the Closing Date;
(d) Seller is not in material default of any term or condition of this
Agreement;
(e) as of the Closing Date, no judicial or administrative challenges have been
presented or filed against the Agency or the City of La Quinta's actions in connection with
developing the Real Property as an affordable housing project, including, without limitation, any
challenge to environmental approvals or financing methods; and
In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Buyer prior to the expiration of the applicable period for
satisfaction or waiver, Buyer may terminate this Agreement.
9.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this
Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all
of the following conditions precedent ("Seller's Conditions to Closing
(a) Escrow Holder holds the Purchase Price and all other instruments,
documents, and funds required for the Closing and will deliver to Seller the instruments and
funds, including but not limited to the Purchase Price (less Seller's closing costs) accruing to
Seller pursuant to this Agreement;
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(b) except as otherwise permitted by this Agreement, all representations and
warranties by the Buyer in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilled
by the Closing Date; and
(c) Buyer is not in material default of any term or condition of this
Agreement.
In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Seller prior to the expiration of the applicable period for
satisfaction or waiver, Seller may terminate this Agreement.
10. POSSESSION. After the Close of Escrow, Buyer agrees to allow Seller to remain in
possession of the Property up to and including the earlier of the following dates: (1) one hundred
twenty (120) days after the Close of Escrow, or (2) the date when Seller surrenders possession of
the Property to Buyer (the "Holdover Period"). Seller agrees that on or before that date, Seller
shall surrender the Property to the City. Seller's right of possession under this provision shall
not be transferable and may only be utilized by Seller and Seller's immediate family. Seller shall
coordinate the delivery of keys and transfer of possession with the Public Works Department of
the City of La Quinta or its designee. During the Holdover Period, Seller shall pay rent to Buyer
in the amount of ONE THOUSAND DOLLARS ($1,000) per month ("Rent"). Rent shall be due
and payable, in advance, on the first day of each month, except that if the Close of Escrow
occurs on a day other than the first of the month then Rent shall be prorated for the number of
days remaining in that month and the number of days in the last month of the Holdover Period.
Additionally, during the Holdover Period, Seller shall be responsible for the payment of all
utilities, telephone, waters, alarm systems, gardening services, landscape maintenance and such
other charges as those normally paid by a month -to -month tenant of residential property. Prior to
the transfer of possession, Seller shall coordinate with Buyer as to the cancellation and/or
transfer of any ongoing services, such as utilities. Seller shall take no action which would result
in a lien or assessment being recorded against or imposed upon the Property. Seller may wish to
obtain renters insurance and any other insurance Seller deems necessary to protect Seller's
interests and the interests of Seller's family. Seller understands that Buyer is in no way
providing any insurance coverage that would extend protection to Seller or Seller's family.
During the holdover period, the Seller shall maintain the property in its current condition, normal
wear and tear excepted. Seller accepts the Property during this period in its "AS IS" condition,
and Buyer makes no representations or warranties as to the conditions of the Property. Seller
acknowledges that up until the transfer of possession, Buyer has not inspected the Property and
Buyer shall have no liability arising from the condition or use of the Property during the
holdover period. Seller, on behalf of Seller and Seller's family, hereby waives and releases the
Buyer, its employees and agents from any and all liability and claims for damages, including
property damage, bodily injury, or death, which arise the condition, use, occupancy of the
Property during the holdover period. Should any claim be made against the Buyer, its employees
or agents (the "Indemnified Parties") for damages, including property damage, bodily injury, or
death, which arise from the condition, use, or occupancy of the Property, or occur on the
Property, during the holdover period, Seller shall defend and indemnify the Indemnified Parties
and promptly pay any judgment rendered against them.
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11. ALLOCATION OF COSTS.
11.1 Buyer's Costs. Buyer shall pay all closing costs associated with this Agreement
and the conveyance of the Property from Seller to Buyer, including any and all escrow and title
fees, recording fees, documentary transfer tax, the premium for the Title Policy (plus any
additional fee for ALTA extended coverage and/or title endorsements requested by Buyer), and
Buyer's own attorney's fees in connection with this Agreement and the transactions
contemplated hereby.
11.2 Seller's Costs. Seller shall pay Seller's own attorney's fees, if any, in connection
with this Agreement and the transactions contemplated hereby.
12. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental
entity (other than the City) shall commence any proceedings of or leading to eminent domain or
similar type proceedings to take all or any portion of the Property, Buyer or Seller shall promptly
meet and confer in good faith to evaluate the effect of such action on the purposes of this
Agreement.
13. HAZARDOUS MATERIALS. To the best of Seller's knowledge, the Property has not at
any time been used for the purposes of storing, manufacturing, releasing or dumping Hazardous
Materials. For purposes of this Agreement, the term "Hazardous Materials" shall mean (1)
hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic
substances or related materials, whether solids, liquids or gases, including, but not limited to,
substances deemed as "hazardous wastes," "hazardous materials," "hazardous substances,"
"toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar
designations in, or otherwise subject to regulation under, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. § 9601
et seq.; the Toxic Substance Control Act ("TSCA"), 15 U.S.C. § 2601 et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act
("RCRA"), 42 U.S.C. § 9601, et seq.; the Clean Water Act ("CWA" ), 33 U.S.C. § 1251 et seq.;
the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act ("CAA"), 42 U.S.C. §
7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et
seq., the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and
Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans and
Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The Underground
Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter
6.7, the Porter -Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses,
approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines
promulgated pursuant to the preceding laws or other similar federal, state or local laws,
regulations, rules or ordinances now or hereafter in effect relating to environmental matters
(collectively the "Environmental Laws"); and (ii) any other substances, constituents or wastes
subject to any applicable federal, state or local law, regulation, ordinance or common law
doctrine, including any Environmental Law, now or hereafter in effect, including, but not limited
to, (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor
vehicle fuel, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) polychlorinated
biphenyls (PCB's) and (I) ureaformaldehyde.
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14. COVENANTS OF SELLER. Seller agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
(a) Seller shall maintain the Property in not less than the state of repair as that
existing on the Effective Date (excepting ordinary wear and tear);
(b) Seller shall not convey, grant, lease, assign, mortgage, hypothecate, encumber, or
otherwise transfer (on or off record) the Property or any interest therein;
(c) Prior to Closing, Seller shall maintain Seller's existing insurance, if any, on the
Property; and
(d) Prior to the Closing, Seller shall not alter the physical condition of the Property or
introduce or release, or permit the introduction or release, of any Hazardous Materials in, from,
under, or on the Property.
15. MISCELLANEOUS.
15.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit
of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.
Seller may not assign or otherwise transfer this Agreement or any interest or right hereunder or
under the Escrow without the prior written consent and approval of the Buyer, which consent and
approval may be withheld in the Buyer's sole and absolute discretion. 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 athird party beneficiary relationship.
15.2 Notices. All notices under this Agreement shall be effective upon personal
delivery, via facsimile so long as the sender receives confirmation of successful transmission
from the sending machine, or three (3) business days after deposit in the United States mail,
registered, certified, postage fully prepaid and addressed to the respective parties as set forth
below or as to such other address as the parties may from time to time designate in writing:
To Seller: Susan E. Slater
46-130 Dune Palms Road
La Quinta, California 92253
Telephone: (760) 221-8695
To Buyer: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
Facsimile No.: (760) 777-7101
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
Attn: M. Katherine Jenson, Esq.
Facsimile No.: (714) 546-9035
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15.3 Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
15.4 Headings. The headings at the beginning of each numbered Section of this
Agreement are solely for the convenience of the parties hereto and are not a part of this
Agreement.
15.5 Choice of Laws; Litigation Matters. This Agreement shall be governed by the
internal laws of the State of California and any question arising hereunder shall be construed or
determined according to such law. The Municipal and Superior Courts of the State of California
in and for the County of Riverside, or such other appropriate court in such county, shall have
exclusive jurisdiction of any litigation between the parties concerning this Agreement. Service
of process on Buyer shall be made in accordance with California law. Service of process on
Seller shall be made in any manner permitted by California law and shall be effective whether
served inside or outside California.
15.6 Nonliability of Baer Officials. No officer, official, member, employee, agent, or
representatives of Buyer shall be liable for any amounts due hereunder, and no judgment or
execution thereon entered in any action hereon shall be personally enforced against any such
officer, official, member, employee, agent, or representative.
15.7 Gender: Number. As used in this Agreement, masculine, feminine, and neuter
gender and the singular or plural number shall be deemed to include the others wherever and
whenever the context so dictates.
15.8 Survival. This Agreement and all covenants to be performed after the Closing,
and, except as otherwise set forth herein, all representations and warranties contained herein,
shall survive the Closing Date and shall remain a binding contract between the parties hereto.
15.9 Time of Essence. Time is of the essence of this Agreement and of each and every
term and provision hereof, it being understood that the parties hereto have specifically negotiated
the dates for the completion of each obligation herein.
15.10 Waiver or Modification. A waiver of a provision hereof, or modification of any
provision herein contained, shall be effective only if said waiver or modification is in writing,
and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto
shall be considered to be a waiver of any breach or default unless expressly provided herein or in
the waiver.
15.11 Broker's Fees. Seller and Buyer represent and warrant to the other that neither
Buyer nor Seller has employed any broker and/or finder to represent its interest in this
transaction. Each party agrees to indemnify and hold the other free and harmless from and
against any and all liability, loss, cost, or expense (including court costs and reasonable
attorney's fees) in any manner connected with a claim asserted by any individual or entity for
any commission or finder's fee in connection with the conveyance of the Property arising out of
agreements by the indemnifying party to pay any commission or finder's fee.
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15.12 Duplicate Originals. This Agreement may be executed in any number of
duplicate originals, all of which shall be of equal legal force and effect.
15.13 Severability. If any term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant, or
condition to persons, entities, or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.14 Exhibits. The following exhibits are attached hereto and incorporated herein by
this reference:
Exhibit "A"
Legal Description of Property
Exhibit "B"
Grant Deed
Exhibit "C"
Non -Foreign Affidavit
Exhibit "D"
Bill of Sale
Exhibit "E"
Escrow Instructions
Exhibit "F"
Special Escrow Instructions
15.15 Authority. The person(s) executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so
executing this Agreement such party is formally bound to the provisions of this Agreement, and
(iv) the entering into this Agreement does not violate any provision of any other agreement to
which such party is bound.
15.16 Entire Agreement Amendment. Except as set forth above, this Agreement and
the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to
the matters contained herein, and no prior agreement or understanding pertaining to any such
matter shall be effective for any purpose. No provisions of this Agreement may be amended or
modified in any manner whatsoever except by an agreement in writing signed by duly authorized
officers or representatives of each of the parties hereto.
[END -- SIGNATURE PAGE FOLLOWS]
2156/015610-0047 -11-
1005843.02 AM09
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.
Veronica J Monte CMC, City Clerk
;.-
APPROVED AS TO FORM:
RUI
I0
SEL R:
SUSAN E. SLATER
BUYER:
LA QUINTA REDEVELOPMENT NCY,
a puJrlic o corporate an�',p/
lc
By: /
Thomas P. Genovese, Executive Director
[end of signatures]
2156/015610-0047 -12.-
1005943.02 AM09
Four Seasons Escrow, Inc., agrees to act as Escrow Holder in accordance with the terms of this
Agreement that are applicable to it.
Four Seasons Escrow, Inc.
By: -ems ('mil -"w u E� e c
Name: �-kr-j YVAA-ri-�ntz
Its:
2156/015610-0047 -13-
1005913 02 AM09
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
APN: 600-030-002
That portion of the Northeast Quarter of Section 29, township 5 South, Range 7 East, in the
County of Riverside, State of California, according to official plat thereof, described as follows:
Parcel 1:
Beginning at the Northwest corner of the said Northeast quarter; Thence Southerly, along the
Westerly line of the said Northeast quarter, 125 feet for a point of beginning;
Thence continuing Southerly, along the Westerly line of said Northeast quarter, 60 feet;
Thence Easterly, parallel with the said North line, 150 feet; Thence Northerly and parallel with
the Westerly line of said Northeast quarter, 60 feet;
Thence Westerly and parallel with the Northerly line of said Northeast quarter, 150 feet, more
or less, to the point of beginning;
Excepting therefrom a right of way for public highway and public utility purposes over the
Westerly rectangular 30 feet of said property, as conveyed to the County of Riverside, by
Deed recorded May 24, 1933 in Book 122 Page 374 of Official Records of Riverside County,
California;
Said property is also shown by Map of Record of Survey on file in Book 8 Page 14 of Records
of Survey, Records of Riverside County, California;
Together with a one -sixteenth interest in well and a one -ninth interest in pump and to the use
of water from the well located on Northwest corner of the Northeast quarter of Section 29,
Township 5 South, Range 7 East, San Bernardino Base and Meridian
Parcel 2:
An easement for pipe lines together with other incidental purposes as conveyed by Deed
recorded August 30, 1965 as Instrument No. 99570 of Official Records of Riverside County,
California, over the East 10 feet of the West 40 feet of that portion of the Northwest quarter
of the Northeast quarter of Section 29, Township 5 South, Range 7 East, San Bernardino Base
and Meridian, described as follows:
Beginning at the Northwest corner of the said Northeast quarter; Thence Southerly, along the
Westerly line of the said Northeast quarter, 185 feet for a point of beginning;
Thence continuing Southerly, along the Westerly line of said Northeast quarter, 60 feet;
Thence Easterly, parallel with the said North line, 150 feet; Thence Northerly and parallel with
the Westerly line of said Northeast quarter, 60 feet;
Thence Westerly and parallel with the Northerly line of said Northeast quarter, 150 feet, more
or less, to the point of beginning;
Excepting therefrom the West 30 feet conveyed to the County of Riverside, by Deed recorded
May 24, 1933 in Book 122 Page 374 of Official Records of Riverside County, California.
2156/015610-0047
1005843.02 AM09
Parcel 3
An easement for pipe lines together with other incidental purposes as conveyed by Deed
recorded August 30, 1965 as Instrument No. 99571 of Official Records of Riverside County,
California, the East 10 feet of the West 40 feet thereof and the South 10 feet thereof
commencing 40 feet from the Southwest comer of the above described property, running
Easterly, 55 feet to the present well and pump location of that portion of the Northwest
quarter of the Northeast quarter of Section 29, Township 5 South, Range 7 East, San
Bernardino Base and Meridian, described as follows:
Beginning at a point on the Westerly line of said Northeast quarter, 245 feet, South of the
Northwest corner of said Northeast quarter;
Thence South on the West line of said Northeast quarter, 85 feet;
Thence East, parallel with the North line of said Section, 396 feet to the Southwest corner of
that certain parcel conveyed to Arnold Eddy, a married man, by Deed filed for record
September 23, 1960 as instrument No. 83003 of Official Records of Riverside County,
California;
Thence North, parallel with the West line of the Northeast quarter, 330 feet to the North line,
of the Northeast quarter;
Thence West on the North line of the Northeast quarter, 161 feet;
Thence South, parallel with the West line of said Northeast quarter, 185 feet;
Thence West, parallel with the North line of said Northeast quarter, 85 feet;
Thence South, parallel with the West line of said Northeast quarter; 60 feet;
Thence West, parallel with the North line of said Northeast quarter, 150 feet to the point of
beginning;
Excepting therefrom the West 30 feet conveyed to the County of Riverside, by Deed recorded
May 24, 1933 in Book 122 Page 374 of Official Records of Riverside County, California.
2156/015610-0047
1005843.02 AM09
EXHIBIT "B"
FORM OF GRANT DEED
[SEE ATTACHED]
2156/015610-0047
1005913A2 AM09
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
LA QUINTA REDEVELOPMENT AGENCY
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
SPACE ABOVE THIS LINE FUR KECUKMK a uac
(Exempt from Recordation Fee per Gov. Code § 6103)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Susan E. Slater, a married woman, as her sole and separate property and not as community
property, hereby grants to the LA QUINTA REDEVELOPMENT AGENCY, a public body
corporate and politic, that certain real property located in the City of La Quinta, County of
Riverside, State of California, legally described on Attachment No. 1, which is attached hereto,
and incorporated herein by this reference, subject to all matters of rec
Dated: 12009
/SUSAN E. SLATER, a'married woman, as her
sole and separate property and not as
community property
2156/015610-0047 2
1005843.02 AM09
State of California
County of VI Uck-44 a� P
On p '4 ADD
before n �`"
(insert name and Utle of the officer)
personally appeared &U_6G/`" ? • , who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signatu e
(Seal) ]�++ �UMM Ou1RMM
7 CommWbn 117012"
omondo
ftenift County
2156/015610-0047 _3_
1005843.02 AM09
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
APN: 600-030-002
That portion of the Northeast Quarter of Section 29, township 5 South, Range 7 East, in the
County of Riverside, State of California, according to official plat thereof, described as follows:
Parcel 1:
Beginning at the Northwest corner of the said Northeast quarter; Thence Southerly, along the
Westerly line of the said Northeast quarter, 125 feet for a point of beginning;
Thence continuing Southerly, along the Westerly line of said Northeast quarter, 60 feet;
Thence Easterly, parallel with the said North line, 150 feet; Thence Northerly and parallel with
the Westerly line of said Northeast quarter, 60 feet;
Thence Westerly and parallel with the Northerly line of said Northeast quarter, 150 feet, more
or less, to the point of beginning;
Excepting therefrom a right of way for public highway and public utility purposes over the
Westerly rectangular 30 feet of said property, as conveyed to the County of Riverside, by
Deed recorded May 24, 1933 in Book 122 Page 374 of Official Records of Riverside County,
California;
Said property is also shown by Map of Record of Survey on file in Book 8 Page 14 of Records
of Survey, Records of Riverside County, California;
Together with a one -sixteenth interest in well and a one -ninth interest in pump and to the use
of water from the well located on Northwest corner of the Northeast quarter of Section 29,
Township 5 South, Range 7 East, San Bernardino Base and Meridian
Parcel 2:
An easement for pipe lines together with other incidental purposes as conveyed by Deed
recorded August 30, 1965 as Instrument No. 99570 of Official Records of Riverside County,
California, over the East 10 feet of the West 40 feet of that portion of the Northwest quarter
of the Northeast quarter of Section 29, Township 5 South, Range 7 East, San Bernardino Base
and Meridian, described as follows:
Beginning at the Northwest comer of the said Northeast quarter; Thence Southerly, along the
Westerly line of the said Northeast quarter, 185 feet for a point of beginning;
Thence continuing Southerly, along the Westerly line of said Northeast quarter, 60 feet;
Thence Easterly, parallel with the said North line, 150 feet; Thence Northerly and parallel with
the Westerly line of said Northeast quarter, 60 feet;
Thence Westerly and parallel with the Northerly line of said Northeast quarter, 150 feet, more
or less, to the point of beginning;
Excepting therefrom the West 30 feet conveyed to the County of Riverside, by Deed recorded
May 24, 1933 in Book 122 Page 374 of Official Records of Riverside County, California.
2156/015610-0047 Attachment I to Grant Deed
/00594102 AM09
Parcel 3
An easement for pipe lines together with other incidental purposes as conveyed by Deed
recorded August 30, 1965 as Instrument No. 99571 of Official Records of Riverside County,
California, the East 10 feet of the West 40 feet thereof and the South 10 feet thereof
commencing 40 feet from the Southwest corner of the above described property, running
Easterly, 55 feet to the present well and pump location of that portion of the Northwest
quarter of the Northeast quarter of Section 29, Township 5 South, Range 7 East, San
Bernardino Base and Meridian, described as follows:
Beginning at a point on the Westerly line of said Northeast quarter, 245 feet, South of the
Northwest corner of said Northeast quarter;
Thence South on the West line of said Northeast quarter, 85 feet;
Thence East, parallel with the North line of said Section, 396 feet to the Southwest corner of
that certain parcel conveyed to Arnold Eddy, a married man, by Deed filed for record
September 23, 1960 as instrument No. 83003 of Official Records of Riverside County,
California;
Thence North, parallel with the West line of the Northeast quarter, 330 feet to the North line,
of the Northeast quarter;
Thence West on the North line of the Northeast quarter, 161 feet;
Thence South, parallel with the West line of said Northeast quarter, 185 feet;
Thence West, parallel with the North line of said Northeast quarter, 85 feet;
Thence South, parallel with the West line of said Northeast quarter; 60 feet;
Thence West, parallel with the North line of said Northeast quarter, 150 feet to the point of
beginning;
Excepting therefrom the West 30 feet conveyed to the County of Riverside, by Deed recorded
May 24, 1933 in Book 122 Page 374 of Official Records of Riverside County, California.
2156/015610-0047 Attachment 1 to Grant Deed
1005843 02 AM09
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by a Grant Deed dated
from Susan E. Slater, a married woman, as her sole and separate
property, to the La Quinta Redevelopment Agency, a public body corporate and politic
("Agency"), is hereby accepted by the Agency by the signature of the undersigned agent on
behalf of the Agency pursuant to the authority conferred upon him by ResolutionRA".6 of the
Agency, adopted on , 2009, and that the Agency, as the Grantee, by its said duly
authorized agent, hereby consents to the recordation thereof.
DATED: &// //0 9
LA QUINTA REDEVELOPMENT AGENCY,
public body corporate and politic %
BeZ2'1�
Name: Thomas P. Genovese
Executive Director, La Quinta Redevelopment
Agency
I HEREBY ATTEST to the authenticity of the foregoing signature and to the said adoption of
the said Resolutiono- Lof his general authority to so act and certify that said authority
has not been revoked by any subsequent Resolution or order of the Agency.
/ /',.1na
,a Quinta Redevelopment Agency
2156/015610-0047 Attachment 1 to Grant Deed
1005843 02 AM09
EXHIBIT "C"
AFFIDAVIT OF NON -FOREIGN ENTITY
TO: LA QUINTA REDEVELOPMENT AGENCY ("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 , 2009, and incorporated herein by reference
("Property"), that the undersign ("Seller") hereby certifies the following:
Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations); and
2. The U.S. taxpayer identification number for Seller is 5y 1-%0 - l a-`d 8 ; and
3. The address for mailing purposes of Seller is: '4(0 130 Ockne Pa K(1S f2-6J
and L.ca Qu-LhJ-U- I Ck
4. Seller understands that this certification may be disclosed to the Internal Revenue Service
by Buyer and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalty of perjury, I declare that I have examined this Certification and to the best of my
knowledge and belief, it is true, correct, and complete, and I further declare that I have authority
to sign this document on behalf of Seller.
Dated: 4t rt q , 2009 SELL
USAN E. SLATER
2156/015610-0047
1005943.02 AM09
EXHIBIT "D"
BILL OF SALE
SUSAN E. SLATER, a married woman, as her sole and separate property and not as
community property (the "Seller"), in consideration of good and valuable consideration in hand
paid by LA QUINTA REDEVELOPMENT AGENCY (the `Buyer"), the receipt and sufficiency
of which is hereby acknowledged, does by these presents release, transfer, bargain, sell, assign
and convey unto the Buyer, its successors and assigns, all of the Personal Property as such is
defined in that certain Agreement for Purchase and Sale and Escrow Instructions between Seller
and Buyer executed 2009, as such may have been amended.
Seller does hereby represent and warrant that all such property is free and clear of all
security interests, liens and encumbrances other than those assumed by Buyer and in good
working order and condition. Seller does hereby covenant with Buyer that it has good right to
sell, transfer, convey and assign all of right, title and interest in the same to Buyer and will
warrant and defend the same in favor of Buyer, its successors and assigns.
IN WITNESS WHEREOF, the Seller has caused these presents to be signed as of this
day of j u'lC- L4 2009.
2156/015610-0047
1005943.02 AM09
EXHIBIT "E"
ESCROW INSTRUCTIONS
[TO BE INSERTED ONCE RECEIVED FROM ESCROW CO]
2156/015610-0047
1005843.02 AM09
EXHIBIT "F"
SPECIAL ESCROW INSTRUCTIONS
PRORATIONS AND/OR ADJUSTMENTS:
Escrow Holder is authorized and instructed to prorate and/or make adjustments on the
following items as of the close of escrow date:
TAXES ON REAL PROPERTY:
Prorate taxes, including all tax bill items, except taxes on personal property not conveyed
through this escrow, based on the current year's taxes, except between July I" and the date you
are furnished current taxes, based on immediate preceding year's taxes. In each case use the
figures furnished you by the title company, without liability on your part as to their correctness.
Owner to pay prior to delinquency, supplemental tax bills, and any taxes on personal property
not being sold herein, which taxes are a lien on the real property being conveyed and you are not
to be concerned herewith.
Refund, if any, from the Riverside County Tax Collector, for refund of taxes buyer is
being debited for herein, is to be handled outside of escrow. Chicago Title Company, its officers
and employees are relieved of all responsibility and liability in connection therewith.
QUITCLAIM DEED
Escrow Holder is instructed to prepare and transmit a Quitclaim Deed to Seller's spouse
for his signature and acknowledgement, relinquishing all right, title and interest in the Property.
2156/015610-0047
1005843.02 AM09
F„WN611� MEN
t:: ur tez.=ac�r: ese:rr.w, in:.,
47350 Washington St Suite 101 , La Quinta, CA 92253
Phone (760) 564-4044 Fax (760) 771-2999
DATE: May 27, 2009
ESCROW INSTRUCTION and FIRST AND FINAL SUPPLEMENT
To Agreement for Purchase and Sale and Escrow Instructions
FOUR SEASONS ESCROW, INC. IS LICENSED BY THE STATE OF CALIFORNIA, DEPARTMENT OF
CORPORATIONS LICENSE NO. 9632224.
Escrow Officer: Linda Martinez
Escrow Associate: Kim Jarrett
Escrow No.: 9165
Title Officer: Brian Smith
Title Order No.: 33383306
Title Company: Fidelity National Title Company
This Escrow Instruction and Supplement is to the Agreement for Purchase and Sale and Escrow Instruction by
and between, La Quinta Redevelopment Agency, a public body, corporate and politic as Buyer and Susan
E. Slater, as Seller dated May 5, 2009.
Property Address: 46-130 Dune Palms Road, La Quinta, CA 92253 (APN: 600-030-002)
(see legal description attached as Exhibit "A" hereto and made a part thereof)
PURPOSE: To provide for a sale escrow under agreements made outside escrow which are incorporated in the
Agreement for Purchase and Sale and Escrow Instructions by and between La Quinta Redevelopment Agency, a
public body, corporate and politic, as Buyer and Susan E. Slater, as Seller dated May 5, 2009.
AGREEMENTS: All agreements made between the parties are made by and are incorporated in the referenced
agreement or agreements to which this escrow instruction is a supplement, and the Agreement for Purchase and
Sale and Escrow Instructions is made outside escrow by and between La Quinta Redevelopment Agency, a public
body, corporate and politic, as Buyer and Susan E. Slater, as Seller dated May 5, 2009. Amendments made to this
escrow shall only amend and or supersede the First Supplement and Agreement for Purchase and Sale and
Escrow Instructions where and as specifically indicated and shall be by written instruction of the parties to the
escrow holder.
ESCROW FEE: The initial Escrow fee shall be paid by Buyer in accordance with the agreement and shall be
$2,150.00. The initial fees shall be paid at the "closing" referred to in the agreement and recordation of the Grant
Deed from La Quinta Redevelopment Agency, a public body, corporate and politic to Susan E. Slater, on or before
June 12, 2009. Additional escrow fees shall be collected for and at each subsequent "closing" referred to in the
agreement, and/or upon completion of the construction and subsequent and final transfer of ownership at the close
of this escrow. Additional fees for charges incurred on behalf of the parties by the escrow holder or fees for
additional services or duties shall be charged to Buyer and or to the party for whom a direct cost was incurred in the
event that agreement to pay the fee or service is/has not been specifically addressed by or in the agreement or
subsequent amendments. Escrow fees shall be in accordance with generally accepted fees for real estate
settlement services with in the geographical area of both the escrow holder and the real property conveyed.
DUTIES OF ESCROW HOLDER: The duties of the escrow holder are those specified in the Agreement for
Purchase and Sale and Escrow Instructions and the escrow holder shall act in accordance with its General
provisions which are made a part of this supplement.
Escrow No.: 9165
Page- 1
Initi�' /
PLE'ASE INITIAL
Confirmation of Purchase Terms Under:
Agreement for Purchase and Sale and Escrow Instructions:
APPROXIMATE TOTAL PURCHASE PRICE: $ 326,000.00
Opening of Escrow: The opening of escrow is May 15, 2009.
Close of Escrow: The term "close of escrow (COE)" shall mean the date on which all instruments/documents
deposited into escrow are recorded. In the event escrow is not in a position to close on the date specified in these
instructions, then Escrow Holder shall, unless otherwise instructed in writing from the principals herein, close
escrow when all conditions set forth herein have been satisfied.
Final close of escrow shall occur when all the terms and conditions of the Agreement for Purchase and Sale and
Escrow Instructions, and any amendments to it executed by parties are met and ownership is transferred at the
COE to La Quinta Redevelopment Agency, a public body, corporate and politic, which shall occur on or before June
12, 2009 in accordance with the Agreement for Purchase and Sale and Escrow Instructions. Portions of the
agreement call for "closing" or transfer of interests, recordation and or release or disbursement of valuable
consideration which do not constitute final close of this escrow.
Escrow Holder Acknowledgement: Buyer and Seller herein acknowledge that Escrow Holder shall
act in accordance with the Agreement and Purchase and Sale and Escrow Instructions by and between La Quinta
Redevelopment Agency, a public body, corporate and politic, as Buyer and Susan E. Slater, as Seller dated May 5,
2009.
Subject to the following:
Escrow Holder shall NOT be concerned or liable as to enforceability, accuracy or validity for
documents to be recorded which are provided to the escrow holder such as the Grant Deed, Trust Deeds, or
any other documents not prepared by the escrow holder and executed by the parties.
Title Company to be Fidelity National Title Company
Fee Title: Fee title to the subject property of this escrow is vested in: Susan E. Slater, a married woman as her
sole and separate property.
Buyer Showing Title Vested In; La Quinta Redevelopment Agency, a public body, corporate and politic. Buyers
vesting may be amended by mutual instruction of the parties before the close of escrow.
Legal Description of Subject Property:
EXHIBIT "A" ATTACHED AND MADE A PART HERETO
Said legal description is hereby approved by the undersigned principals.
Delivery of Documents and Funds: Escrow Holder is instructed to forward all documents and funds to the
Buyers(s) and Seller(s) at the applicable addresses as instructed.
All documents and funds requiring delivery after close of escrow shall be forwarded to the addresses set forth on
the "Disbursement of Proceeds/Refund Instructions", or as subsequently instructed by Buyer(s), Seller(s) and their
respective agents.
Release of Funds: Release of funds during this escrow shall be made in accordance with the Agreement for
Purchase and Sale and Escrow Instructions and any subsequent amendments and the general provisions of the
escrow holder.
AUTHORIZATION TO CLOSE: The undersigned Buyer(s) and Seller(s) acknowledge full satisfaction and/or waiver
of all contingencies to the close of escrow, and hereby authorize Escrow Holder to close the escrow by recording
all required documents as soon as reasonably possible after the deposit of all necessary funds.
Escrow No.:.9165
Page- 2
Initials
PLE SE INITIAL'
All other terms and conditions remain in FULL force and effect.
EACH OF THE UNDERSIGNED STATES THAT EACH HAS READ THE FOREGOING INSTRUCTIONS,
UNDERSTANDS THEM, AND ACKNOWLEDGES RECEIPT OF A COPY OF THESE INSTRUCTIONS.
Buyer(s)
La Quinta Redevelopment Agency, a public body
corporate
V
By: Thomas P. Genovese, Executive
Escrow No.: 9165
Page- 3
Seller(s)
Susan E. Slater
Initials NI
PLEASE INI
FOUR SEASONS ESCROW GENERAL PROVISIONS
Privacy Policy (15 U.S. C. 6801 and 16 CFR Part 313)
We collect nonpublic personal information about you from information you provide on forms and documents and
from other people such as your lender, real restate agent, attorney, Title Company, etc. We do not disclose any
nonpublic personal information about our customers or former customers to anyone, except as permitted by law.
We restrict access to nonpublic personal information about you to those employees who need to know that
information in order to provide products or services to you. We maintain physical, electronic and procedural
safeguards that comply with federal regulations to guard your nonpublic personal information.
Role of Escrow Holder
Seller and Buyer agree that Four Seasons Escrow, Inc. is acting solely as Escrow Holder in connection with this
transaction and is not acting as a Trustee or in any other fiduciary capacity. Duty of escrow officer does not
commence nor shall escrow be deemed open until Escrow Holder receives mutual escrow instructions signed by
all parties. Until receipt of mutually signed escrow instructions, either party has the right to revoke these
instructions by written request and may withdraw any funds, instruments or documents previously provided to
Escrow Holder. Escrow Holder's duties shall be limited to the proper handling of deposited funds and the proper
safekeeping of all instruments and/or documents received for this transaction; including the disposition of same in
accordance with the written instructions received and accepted by Escrow Holder. Escrow Holder will make no
physical inspection of the real property or personal property described in this escrow nor will Escrow Holder be
liable for the condition of same.
1. Legal Advice
All parties acknowledge and understand that Escrow Holder is not authorized to practice law nor give legal
advice. Escrow Holder will make no representations about the legal sufficiency, legal consequences, and
financial effect or tax consequences of the enclosed escrow instructions. All parties are hereby advised to
seek legal and financial counsel for advice regarding the effect of these escrow instructions.
2. Sufficiency, Validity, Authority of Documents
Escrow Holder shall not be responsible or have any liability with respect to the sufficiency or correctness as to
form, manner of execution or validity of any document deposited in this escrow; nor as to the identity,
authority or rights of any person executing same, Escrow Holder will not be liable or responsible for forgeries
or false impersonations in connection with the instruments or documents submitted in this escrow.
3. Contingency Periods
Escrow Holder shall not be responsible for monitoring contingency time period between the parties. The
parties shall execute such documents as may be requested by Escrow Holder to confirm the status of any
such period.
Execution and Delivery of Escrow Instructions
These instructions may be executed in counterparts and said counterparts, regardless of date of execution and
delivery will be deemed an original and together will constitute one and the same instrument. Escrow Holder shall
not be concerned with nor have any liability for any items designated as memoranda in these instructions or with
any other agreement or contract made between the parties outside of these escrow. All documents and funds due
the parties in this escrow will be sent by regular mail to the addresses provided by buyer/seller or their
representing agent and receipt is deemed to be 72 hours after such mailing unless otherwise stated herein.
1. Written Instruction
Escrow Holder is authorized to accept oral instructions from the principals' real estate agent(s), lenders
and/or attorneys concerning the preparation of escrow instructions, amendments or supplements, However,
no change of instruction, amendments or supplements will be effective until executed copies of same by all
principals are delivered to Escrow Holder. Any document received by Escrow Holder that have been altered
from its original form will be considered null and void and shall be of NO effect to this escrow.
2. Facsimile and Electronic Mail
All parties acknowledge that documents may be transmitted via facsimile (FAX) and/or electronic mail (e-
mail). In the event the parties choose to utilize fax or e-mail transmissions, said parties instruct Escrow Holder
to act upon such instructions as if they were originals.
**Instructions for release of funds will require original signatures prior to releasing of funds.
**All documents necessary for recording are required to have original signatures.
3. Authorization to Furnish Copies
Escrow Holder is authorized to furnish copies of escrow instructions, amendments, supplements, preliminary
reports, notice of cancellation and closing statements in this escrow to the real estate broker(s), lenders
and/or attorneys representing principals to this escrow. Any third party requesting documentation will need to
provide written authorization by represented principal of the escrow prior to the release of documentation.
4. Close of Escrow
The term "close of escrow (COE)" as used in this escrow, shall mean the date on which all
instruments/documents deposited into escrow are recorded. In the event escrow is not in a position to close
on the date specified in these instructions, then Escrow Holder shall, unless otherwise instructed ' w g
Escrow No.: 9165 Initials
Page- 4 PLE INITIAL
4SE
from the principals herein, close escrow when all conditions set forth herein have been satisfied.
5. No Duty to Notify as to Other Transactions
Escrow Holder has no duty or responsibility to notify any party to this escrow of any sale, resale, loan,
exchange or other transacti n i volving the subject property of this escrow or any profit realized by any
person or entity in connecti n t erewith s the Escrow Holder is acting as escrow holder for the such
transaction(s),Initia1 /
EASE INIT AL
6. Usury
Escrow Holder is not to be concerned with any question of usury in any loan or encumbrance involved in the
processing of this escrow and is hereby released of any liability therefore.
Deposit of Funds
All funds received in this escrow will be deposited with other escrow funds in one or more non -interest -bearing
escrow accounts at a financial institution selected by Escrow Holder. Escrow Holder shall not be responsible and
shall have no liability for any delay in closing this escrow if the funds deposited in escrow are not available for
immediate withdrawal as a matter of right following deposit in such financial institution. Escrow Holder may
receive certain direct and indirect financial benefits from the financial institution as a result of maintaining the
general escrow account. Escrow Holder shall have no obligation to account to the parties to this escrow the value
of such direct and indirect financial benefits. Any such benefits shall be deemed additional compensation of
Escrow Holder for its services rendered in connection with this escrow. For security purposes, Escrow Holder will
not accent cash for any escrow deposit, Any check submitted that is dishonored upon presentment for payment,
Escrow Holder is authorized to notify all parties and/or their respective agents of such nonpayment.
1. Interest bearing accounts
Any party depositing funds into escrow has the right to earn interest on such funds through a deposit account
arrangement that Escrow Holder has established with one of its financial institutions. Depositing party must
request in writing to have such an account setup on their behalf. Depositing party will be charged a $75 Set
Up Fee by Escrow Holder to compensate Escrow Holder for the costs associated with establishing and
maintaining such an account. It is important that depositing party consider the set up cost associated with
establishing and maintaining such an account as it may exceed the actual amount of interest earned. The
interest rates on such accounts vary by financial institution and fluctuate periodically based on market
conditions and other compensating factors. Interest rate is subject to change prior to or during the time
parties funds are on deposit.
2. Good Funds Law (California Insurance Code Section 12413.1)
All parties are aware and understand that California Insurance Code Section 12413.1 mandates that funds
deposited into an escrow must be collected and available for withdrawal Prior to disbursement. The
determination and availability of funds is set forth as follows:
(A) Cash and Electronic Transfers (wired funds) are available for same day disbursement.
(B) Cashier's Checks and Certified Checks drawn on a California bank are available for disbursement
the next business day after the date of deposit.
If funds are received by any other means, recording and/or disbursements may be delayed.
3. Disbursement of Funds
Escrow holder reserves the right to have 24 hours from confirmation of recording to disburse all proceeds.
Disbursements will be made by check and issued jointly to the parties designated as payees, unless
instructed otherwise in writing. Any written instruction for a bank wire will require reasonable time or notice for
Escrow Holders compliance with said instruction. In the event there is insufficient time to place a wire within
the Federal Reserve System, parties agree to provide written instruction for an alternative method of
disbursement. Without an alternative disbursement instruction, funds will be held in the general escrow trust
account until the next opportunity for wire placement. Escrow Holder will not be held responsible for lost
interest due to wire delays caused by any bank or the Federal Reserve System.
4. Insurance of Funds
All parties are hereby notified that all funds deposited in connection with this escrow are insured only to the
limit provided by the Federal Deposit Insurance Corporation.
5. Lender Funds
Funds deposited by a lender are ordinarily deposited one or two days prior to closing. All parties are hereby
notified that lenders may begin charging interest from the day of funds deposited into Escrow Holder's escrow
trust account.
6. Stale dated checks/stop payments
All checks issued by Escrow Holder are valid for 90 days. Checks issued from this escrow that remain
uncashed or unnegotiated for a period of 120 days or longer from original issuance of said check, will be
cancelled and reissued to the same payee. Notification will be sent to last known address of payee 10 days
prior to cancellation of stale dated check. All parties acknowledge that payee will incur a Reissuance Fee of
$25 to absorb the expense incurred by Escrow Holder for tracking uncashed checks, canceling and reissuing
checks and maintaining bank and accounting records of such checks; which are considered to be additional
services provided to payee. If the original amount of the uncashed check is less than the $25 Rei uan
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Fee, Escrow Holder is authorized to charge and pay itself the entire amount of the check as canceled.
Escrow Holder has sole discretion and authority to determine when to waive Reissuance Fee.
7. Unjust Enrichment
In the event any party to this escrow receives funds or is credited with funds to which they are not entitled,
effected party agrees upon written demand to return said funds immediately to the escrow for correct
disbursement.
Prorations
All prorations and/or adjustments called for in this escrow shall be made on the basis of a thirty (30) day month or
360 day year, unless otherwise instructed by all parties in writing. All prorations and/or adjustments will be based
on last available tax statement, rental statement as provided by Seller.
Property Taxes/Supplemental Taxes
Escrow Holder shall not be held liable for any personal property tax, which may be assessed against any former
owner of the subject property to this escrow, nor for the corporation or license tax of any corporation as a former
owner. Buyer is hereby advised that the County Tax Assessor will revalue property that changes ownership or
contains new construction, which may result in a supplemental tax bill. The supplemental taxes will be assessed
as of the date of change of ownership or completion of construction. Escrow Holder is not responsible for lost or
non -receipt of property tax bills. All parties are hereby advised to contact the local County Assessor and/or Tax
Collector for additional copies of outstanding property tax bills or supplemental bills and make payment
arrangements accordingly.
Cancellation
Any principal instructing Escrow Holder to cancel this escrow shall file notice of cancellation in writing and state
the reason for cancellation. Upon receipt of same, Escrow Holder is instructed to prepare cancellation instructions
and forward to principals and their representing agents for signature. Upon receipt of mutually agreed, executed
cancellation instructions Escrow Holder is authorized to deduct cancellation fee and cancel escrow.
1. Conflicting Instructions/interpleader
No notice, demand or change of instructions shall be of any effect in this escrow unless given in writing
by all parties affected thereby. In the event of conflicting demands, Escrow Holder shall have the right to
either take no further action until receipt of mutually concurring instructions from all parties OR file an
action in interpleader requiring the principals to answer and litigate their several claims and rights
amongst themselves. Upon such filing, Escrow Holder is authorized to deposit with the Clerk of the Court
all documents and funds held in this escrow. Escrow Holder is thereupon released of any further liability
or obligations with respect to this escrow. All parties agree to pay all costs, damages, judgments and
attorney's fees incurred by Escrow Holder in connection with any suit filed with interpleader.
2. No Activity
If there is no written activity by a principal to this escrow for a period of six months, Escrow Holder shall
notify the parties of its intention to cancel escrow. Written notification of same will be sent via certified
mail to last known address of principals. If no written objection is received within fifteen (15) days of
mailing said notic , Escrow Holder shall cancel this escrow and all documents, monies or other items
held by Es ro old ill be returned to the respective parties, less fees and charges herein provided.
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Retention of Records
Escrow Holder is hereby authorized to destroy or dispose of any and all documents, papers, instructions,
correspondence and other materials pertaining to this escrow any time after the expiration of five (5) years from
COE or cancellation thereof, without liability or further notice to the parties of said transaction.
Fees Paid in Advance
Escrow Holder is hereby instructed to use Buyer's deposited funds to pay any fees required prior to close of
escrow to entities such as, but not limited to, homeowner's association management companies for ordering
documents and statements, lenders for ordering payoff statements and cities which require city reports. In the
event escrow is cancelled and buyer is entitled to a refund of deposited funds, any fees, which have been paid,
will show as a deduction from funds returned to Buyer. Buyer agrees to return any documentation provided to
buyer that is associated with fees advanced by Escrow Holder. Seller hereby agrees to deposit into escrow the
amount of fees advanced for which Seller is responsible. Escrow Holder shall not be liable for fees deducted from
Buyer's deposit in the event Seller fails to deposit the amount of such fees into escrow.
Payoffs (HOA demands, Institutional Demands, Private Beneficiary Demands, Liens, Judgments)
Escrow Holder is not responsible for the contents or accuracy of any statements or demands provided by the
existing lienholder. Escrow Holder's sole responsibility is to act upon any statements or demands as provided by
lienholder or his agent. Escrow Holder is not required to submit any statement or demand to the parties for
approval prior to close of escrow, unless instructed to do so in writing. All parties acknowledge that such payoff
statements may include a prepayment penalty and other charges above and beyond principal and interest. Any
necessary adjustments due to a discrepancy between the information provided by lienholder and the amount
disbursed through the escrow, which may be later determined to be incorrect, shall be settled betwee the p rties
directly outside of this escrow.
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1. Consumer Debt
Any party requesting or required by lender to pay consumer debt through escrow must provide
Escrow Holder with a current statement for such account(s). Escrow Holder's sole responsibility is to
make the payoff at COE based on remaining balance shown on statement provided by said party.
Escrow Holder is not liable for any fees or balances remaining after date of payoff at COE.
Internal Revenue Service (IRS) and Franchise Tax Board (FTB) Reporting Requirements
All parties acknowledge that Escrow Holder may be required to report this transaction, or aspects thereof, to the
Internal Revenue Service (in accordance with Sections 121, 1031, 1033 and 1445 of the Internal Revenue Code)
and/or the Franchise Tax Board (in accordance with Section 18662 of the Revenue and Taxation Code). Parties
authorize Escrow Holder to make such reporting, as it deems necessary and hold Escrow Holder harmless for
such reporting. Parties hereby agree to provide all necessary documentation and information as requested by
Escrow Holder to comply with reporting requirements.
1. Seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the
withholding requirement.
2. Buyer understands that Escrow Holder will NOT assist in obtaining a waiver from withholding from
the Franchise Tax Board
Change of Ownership (California Revenue and Taxation Code Section 480.3)
All parties are aware that a "Preliminary Change of Ownership' form (PCOR) is to be filed with the County
Assessor's Office upon recordation of all transfer documents involving property. As an accommodation only,
Escrow Holder will provide the necessary forms to the Buyer and upon return of the completed form to Escrow
Holder prior to close of escrow, Escrow Holder shall deliver said form to the County Assessor's Office concurrently
with recordation of documents being recorded in this escrow. Escrow Holder will not delay close of escrow or
recording of documents deposited in escrow for non -receipt of PCOR. Escrow Holder shall not be liable for any
fees or penalties, which may result from recordation of documents without required PCOR. All fees and penalties
incurred are the sole responsibility of the grantee.
Severability
If any provision or any part of any provision of this Agreement is for any reason held to be invalid, unenforceable
or contrary to any public policy law, statute and/or ordinance, then the remainder of the Agreement shall not be
affected thereby and shall remain in full force and effect.
Choice of Law/Construction
This Agreement and all transactions relating to or arising out of this Agreement shall be interpreted in accordance
with and governed in all respects by the laws of the State of California. The proper venue for any disputes
concerning, relating to, or arising out of this Agreement shall be the Riverside County Superior Court, Indio
Branch.
Statute of Limitations
Any and all causes of action, lawsuits, or similar claims against Escrow Holder, whether arising in contract, tort, or
equity shall be brought within six (6) months of the time the cause of action, lawsuit, or similar claim arises.
Failure to bring any cause of action, lawsuit, or similar claim within the above time frame shall be considered a
waiver of the parties right to bring said cause of action, lawsuit, or similar claim against the Escrow Holder.
Integration
This Agreement constitutes the entire understanding of the parties with regard to the matters set forth within.
There are no representations, warranties, agreements, arrangements, undertakings, oral or written, between or
among the parties hereto relating to the subject matter of this Agreement, which are not fully expressed herein.
This Agreement shall be construed according to its own terms, as defined in this agreement or otherwise
according to their ordinary meaning, without any parole evidence. This Agreement is fully integrated and
supersedes any prior or contemporaneous oral or written Agreement between the Parties. The terms and
provisions of this Agreement can be modified only in writing, executed by all Parties.
Binding Affect
This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and
assigns.
Liquidated Damages
ESCROW HOLDER IS NOT AN INSURER AND LIQUIDATED DAMAGES. It is understood and agreed by and
between the parties hereto that Escrow Holder is not an Insurer. Insurance, if any, will be obtained by the Buyer
and Seller. Charges are based solely upon the value of the services provided for, and are unrelated to the value of
the Buyer(s) or Seller(s) property or the property of others. The amounts payable by the Buyer or Seller are not
sufficient to warrant Escrow Holder assuming any risk of consequential or other damages to the Buyer or Seller
due to Escrow Holder's negligence or failure to perform. The Buyer and Seller do not desire this Agreement to
provide for the liability of Escrow Holder and Buyer and Seller agree that Escrow Holder shall not be liable for loss
or damage due directly or indirectly to any occurrence or consequences there -from. From the nature of the
services to be performed, it is impractical and extremely difficult to fix the actual damages, if any, which may
proximately result from the failure on the part of Escrow Holder to perform any of its obligations hereunder, or the
failure of the system to properly operate with the resulting loss to the Subscriber. If Escrow Hold41141
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found liable for loss or damage due to a failure on the part of Escrow Holder, in any respect, its liability shall be
limited to the refund to Buyer and/or Seller of an amount equal to the sum of Two Hundred Fifty ($250.00) Dollars,
as liquidated damages and not as a penalty, and this liability shall be exclusive. The provisions of the this
paragraph shall apply in the event loss or damage, irrespective of cause or origin, results directly or indirectly to
person or property from the performance or non-performance of the obligations set forth by the terms of this
contract, or from negligence, active or otherwise, of Escrow Holder, its agents, officers, shareholders or
employees.
ACKOWLEDGEMENT OF GENERAL PROVISIONS
INVe, the undersigned, hereby acknowledge receipt of the General Provisions as set forth by Four Seasons Escrow,
Inc. My/Our signature hereto constitutes instruction to Escrow Holder of all terms and conditions contained in the
General Provisions and further signifies that I/we have read and understand and agree to the same in their entirety.
INVe further acknowledge that I/we have been made aware that the escrow instructions may affect my/our legal rights
and/or obligations and any questions relating hereto should be directed to an attorney, accountant or other legal
advisor.
FOUR SEASONS ESCROW,INC. IS LICENSED BY THE STATE OF CALIFORNIA, DEPARTMENT OF
CORPORATIONS LICENSE NO. 9632224.
Buyer(s)
La Quinta Redevelopment Agency, a public body
acorporate nd politi
vcn% By: Thomas Thomas P. Genovese, Executive Director
PLEASE SIGN AND RETURN
Escrow No.: 9165
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Seller(s)
y
usan E. Slater
i
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