Varge, Richard & Patrice / LQ RDA 11AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as ofbL, 2011 ("Effective Date") by and between (i)
RICHARD VARGE, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY, and
RICHARD VARGE AND PATRICE VARGE, HUSBAND AND WIFE AS TENANTS IN
COMMON (jointly, severally, and collectively, "Seller"), and (ii) the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Buyer").
RECITALS:
A. Seller is the owner of that certain real property located in the City of La Quinta,
County of Riverside, State of California, more particularly described in the legal description
attached hereto as Exhibit "A" (the "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.
L l Amount. Subject to the terms of this Agreement, Buyer hereby agrees to
purchase the Property from Seller, with title to the Property to be placed in the name of the City
of La Quinta, a California municipal corporation and charter city ("City"), and Seller agrees to
sell the Property to Buyer, for the purchase price of NINE HUNDRED EIGHTY-SEVEN
THOUSAND SIX HUNDRED TWENTY-FOUR DOLLARS ($987,624) ("Purchase Price").
1.2 Paylnent of Purchase Price. On or before 5:00 p.m. on the business day preceding
the "Closing Date" (as that term is defined in Section 4.1) or such earlier time as required by
"Escrow Holder" in order to close "Escrow" (as those terms are defined in Section 2.1) on the
Closing Date, Buyer shall deposit with Escrow Holder 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 Purchase Price less the "Independent
Contract Consideration" (as that term is defined in Section 1.3 below), and such additional funds
as may be required to meet Buyer's portion of the closing costs as hereinafter provided.
1.3 Independent Contract Consideration. Within three (3) business days following
the later of the Effective Date and the date of the "Opening of Escrow," (as that term is defined
in Section 2.1 below) Buyer shall deposit into Escrow the sum of ONE HUNDRED DOLLARS
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($100) (the "Independent Contract Consideration"). Seller and Buyer agree that the Independent
Contract Consideration has been bargained for as consideration for Seller's execution and
delivery of this Agreement and Buyer's right to inspect the Property pursuant to this Agreement.
The Independent Contract Consideration is in addition to and independent of any other
consideration or payment provided for in this Agreement and is non-refundable in all events.
The Independent Contract Consideration shall be applicable to the Purchase Price at Closing.
2. ESCROW.
2.1 Openingy 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 Foresite Escrow ("Escrow Holder") at its office located at
41995 Boardwalk, #G2, Palm Desert, CA 92211-9065. 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.
3. DUE DILIGENCE. As used herein, the term "Due Diligence Period" shall refer to a
period of time to expire upon the date that is thirty (30) 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 (collectively, the "Contingencies"):
3.1 r111E MATTERS. Seller shall deliver to Buyer, within five (5) days after the
Effective Date of this Agreement, a preliminary title report prepared by Lawyers Title ("Title
Company") at its office located at 47-040 Washington Street, La Quinta, CA 92253 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 ten (10) days of 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) business days after the later of (i) its
receipt of the Preliminary Title Report or (ii) its receipt of the Survey if ordered 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) 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
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obtained). Seller shall have a period of five (5) business 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.
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.
3.2 Environmental Condition. Buyer shall have access to the Property, as described
in this Section 3.2, in order to permit Buyer or its directors, engineers, analysts, officers,
employees, agents, contractors, representatives, attorneys or advisors (collectively, the "Buyer
Representatives") to investigate the Property.
3.2.1 During the Due Diligence Period, Seller shall permit Buyer and Buyer
Representatives, at the sole cost and expense of Buyer, to conduct physical inspections of the
Property, including the site work, 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
purpose. 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. 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.
3.2.2 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
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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 has 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 One Million Dollars ($1,000,000.00)
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 as an additional insured;
(4) the insurance shall not contain any special limitations on the scope of protection afforded to
Seller; (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; (7) the insurance shall be primary insurance and not contributory with any
insurance Seller 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.
.2.3 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 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.
1.2.4 Prior to expiration of the Due Diligence Period, if Buyer disapproves of
the physical or environmental condition of the Property and, as a result, does not wish to proceed
with purchasing the Property, Buyer shall notify Seller in writing of Buyer's election to
terminate the Escrow and this Agreement. 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. In the event Buyer terminates this Agreement pursuant to this Section,
Buyer and Seller shall be relieved of all further liability under this Agreement. Buyer's
inspections and investigations of the Property shall be conducted upon the terms and conditions
set forth in this Agreement.
4. CLOSE OF ESCROW.
4.1 Close of Escrow: Closin<, Date. Provided that all of the conditions of this
Agreement precedent to the "Close of Escrow" (as hereinafter defined) have been satisfied (or
waived by the appropriate party) prior to or on the Closing Date, the Closing of this transaction
for the sale and purchase of the Property shall take place on the date which is five (5) days after
the date on which all of "Buyer's Conditions to Closing" and all of "Seller's Conditions to
Closing" (as those terms are defined in Section 8) have been satisfied (or waived by the
appropriate party) ("Closing Date"). The terms "Close of Escrow" and the "Closing" are used
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herein to mean the time Seller's grant deed conveying fee title to the Property to the City 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 parry not then in
default hereunder may, upon five (5) days advance written notice to the other party and Escrow
Holder, elect to terminate this Agreement and the Escrow. No such termination shall release
either party then in default from liability for such default. If neither party so elects to terminate
this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible.
4.2 Recordation: Release of Funds and Documents.
4.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official
Records, the following documents in the order listed: (i) the grant deed in the form of the
attached Exhibit `B" transferring title to the Property to the City ("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. DFLIV£RY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.
5.1 Buyer`s Obli mtions. 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 less the Independent Contract Consideration; and
(b) any and all additional funds, instruments or other documents required
from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in
order for the Escrow Holder to comply with the terms of this Agreement.
5.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with
Escrow Holder each of the following:
(a) a quitclaim deed executed and acknowledged by Patrice Varge
quitclaiming all of her interests, if any, in the real properties owned in fee by Richard Varge, a
married man as his sole and separate property, to Richard Varge, a married man as his sole and
separate property;
(b) any other documents executed and acknowledged by Seller, or any of the
individuals comprising Seller, determined necessary by the Title Officer to transfer marketable
fee title to the City;
(c) the executed and acknowledged Grant Deed;
(d) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit")
executed and acknowledged by Seller in the form attached hereto as Exhibit "C"; and
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(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.
6. TITLE INSURANCE POLICY.
6.1 'Title Policy. At the Closing Date, the Title Company, as insurer, shall issue a
CLTA owner's standard coverage policy of title insurance ("Title Policy"), in favor of Buyer, as
insured, with liability in the amount of the Purchase Price, subject to the following:
(a) non -delinquent real property taxes and assessments;
(b) title exceptions approved or deemed approved by Buyer pursuant to
Section 3 above;
(c) any other exceptions approved by Buyer; and
(d) the standard printed conditions and exceptions contained in the CLTA
standard owner's policy of title insurance regularly issued by the Title Company.
6.2 Payment for Title Policy. Seller 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, request a CLTA extended
policy of title insurance. 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 survey, if applicable.
7. REAL PROPERTY TAXI--,,S. Upon Buyer's acquisition of fee title to the Property, the
Property will be exempt from the payment of property taxes and assessments due to Buyer's
status as a public agency. Seller shall be responsible for paying for all property taxes or
assessments assessed against the Property after the Closing for any period prior to the Closing.
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"):
(e) Buyer shall have approved the condition of the Property, in accordance
with Section 3.2 hereof;
(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;
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(b) Escrow Holder holds all instruments and funds required for the Closing
and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this
Agreement;
(c) except as otherwise permitted by this Agreement, all representations and
warranties by the Seller in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled
by the Closing Date;
(d) Seller is not in material default of any term or condition of this
Agreement.
In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Buyer prior to the expiration of the applicable period for
satisfaction or waiver, Buyer may terminate this Agreement.
8.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this
Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all
of the following conditions precedent ("Seller's Conditions to Closing"):
(a) Escrow Holder holds the Purchase Price and all other instruments and
funds required for the Closing and will deliver to Seller the instruments and funds, including but
not limited to the Purchase Price (less Seller's closing costs) accruing to Seller pursuant to this
Agreement;
(b) except as otherwise permitted by this Agreement, all representations and
warranties by the Buyer in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilled
by the Closing Date;
(c) Buyer is not in material default of any term or condition of this
Agreement.
In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Seller prior to the expiration of the applicable period for
satisfaction or waiver, Seller may terminate this Agreement.
9, POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the
Closing Date.
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;
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(c) fifty percent (501/o) of all the charges for recording the Grant Deed, if any;
(d) the premium difference between the CLTA extended policy of title
insurance and the CLTA 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)
(d)
and
(e)
this Agreement.
Any documentary transfer taxes associated with the conveyance;
fifty percent (50%) of all the charges for recording the Grant Deed, if any;
the premium for the Title Policy that Seller is required to pay pursuant to
11. INDEMNIFICATION. Seller agrees to indemnify, defend and hold Buyer and Buyer's
officials, officers, agents, representatives, and employees harmless from and against any claim,
action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage,
or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based
upon (i) the presence, release, use, generation, discharge, storage or disposal of any "Hazardous
Materials" (as that term is defined below) on, under, in or about, or the transportation of any such
Hazardous Materials to or from, the Property which occurred prior to the Closing, or (ii) the
violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment
or license relating to the use, generation, release, discharge, storage, disposal or transportation of
Hazardous Materials on, under, in or about, to or from, the Property which occurred prior to the
Closing. This indemnity shall include, without limitation, any damage, liability, fine, penalty,
cost or expense arising from or out of any claim, action, suit or proceeding for personal injury
(including sickness, disease or death), tangible or intangible property damage, compensation for
lost wages, business income, profits or other economic loss, damage to the natural resource or
the environment, nuisance, contamination, leak, spill, release or other adverse effect on the
environment (any of the above, a "Claim") to the extent resulting from, arising out of, or based
upon any matter set forth in subelauses (i) and (ii) hereinabove. At the request of the Seller, the
Buyer shall cooperate with and assist the Seller in its defense of any such claim, action, suit,
proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense;
provided that the Buyer shall not be obligated to incur any expense in connection with such
cooperation or assistance. Seller's obligation to indemnify, defend and hold Buyer harmless
under this Section 11 shall not apply to any Claim resulting from, arising out of or based upon
any inspection or investigation of the Property by Buyer Representatives pursuant to Section 2.2
hereof, and Buyer agrees to indemnify, defend and hold Seller harmless from any such Claim in
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the same manner and to the same extent that Seller is required to indemnify, defend and hold
Buyer harmless under the provisions of this Section 11.
For purposes of this Agreement, the term "Hazardous Materials" means any substance,
material, or waste which is, or becomes, regulated by any local governmental authority, the State
of California, or the United States Government, including, but not limited to, any material or
substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or
"restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to
Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous
Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the
California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner
Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous
substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code,
Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv)
defined as a "hazardous substance" under Section 25281 of the California Health and Safety
Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum,
(vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) methyl tertiary butyl ether, (ix) listed
under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of
Title 22 of the California Administrative Code, Division 4, Chapter 20, (x) designated as
"hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi)
defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. §6901 et seq.(42 U.S.C. §6903) or (xii) defined as "hazardous
substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601 et seq.
12. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental
entity shall commence any proceedings of or leading to eminent domain or similar type
proceedings to take all or any portion of the Property, Buyer or Seller shall promptly meet and
confer in good faith to evaluate the effect of such action on the purposes of this Agreement and
following such meeting either Buyer or Seller may terminate this Agreement.
13. MISCELLANEOUS.
13.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit
of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.
Neither parry to this Agreement may assign this Agreement or any interest or right hereunder or
under the Escrow without the prior written consent and approval of the other party, which
consent and approval may be withheld in the sole and absolute discretion of either party. No
provision of this Agreement is intended nor shall in any way be construed to benefit any party
not a signatory hereto or to create a third parry beneficiary relationship.
13.2 Attornev'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.
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13.3 Notices. All notices under this Agreement shall be effective upon personal
delivery, upon delivery by reputable delivery or courier service that provides a receipt with the
date and time of delivery, 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: Richard and Patrice Varge
P.O. Box 451
La Quinta, CA 92247
To Buyer: Notices Delivered by U.S. Mail:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247
Attn: Executive Director
Notices Delivered Personally or by Courier:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
Attn: M. Katherine Jenson, Esq.
13.4 Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
13.5 Headings. The headings at the beginning of each numbered Section of this
Agreement are solely for the convenience of the parties hereto and are not a part of this
Agreement.
13.6 Choice of Laws; Litigation Matters. This Agreement shall be governed by the
internal laws of the State of California and any question arising hereunder shall be construed or
determined according to such law. The Superior Court 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.
13.7
Nonliability of Buyer Officials. No officer, official, member, employee, agent, or
representatives of Buyer shall be liable for any amounts due hereunder, and no judgment or
execution thereon entered in any action hereon shall be personally enforced against any such
officer, official, member, employee, agent, or representative.
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13.8 Gender: Number. As used in this Agreement, masculine, feminine, and neuter
gender and the singular or plural number shall be deemed to include the others wherever and
whenever the context so dictates.
13.9 Survival. This Agreement and all covenants to be performed after the Closing,
and, except as otherwise set forth herein, all representations and warranties contained herein,
shall survive the Closing Date and shall remain a binding contract between the parties hereto.
13.10 Time of Essence. Time is of the essence of this Agreement and of each and every
term and provision hereof, it being understood that the parties hereto have specifically negotiated
the dates for the completion of each obligation herein.
13.11 Waiver or Modification. A waiver of a provision hereof, or modification of any
provision herein contained, shall be effective only if said waiver or modification is in writing,
and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto
shall be considered to be a waiver of any breach or default unless expressly provided herein or in
the waiver.
13.12 Broker's Fees. Seller and Buyer represent and warrant to the other that neither
Buyer nor Seller has employed any broker and/or finder to represent its interest in this
transaction. Each party agrees to indemnify and hold the other free and harmless from and
against any and all liability, loss, cost, or expense (including court costs and reasonable
attorney's fees) in any manner connected with a claim asserted by any individual or entity for
any commission or finder's fee in connection with the conveyance of the Property arising out of
agreements by the indemnifying party to pay any commission or finder's fee.
13.13 Duplicate Originals. This Agreement may be executed in any number of
duplicate originals, all of which shall be of equal legal force and effect.
13.14 Severability. If any term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant, or
condition to persons, entities, or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
13.15 Exhibits. The following exhibits are attached hereto and incorporated herein by
this reference:
Exhibit "A" Legal Description of Property
Exhibit `B" Grant Deed
Exhibit "C" Non -Foreign Affidavit
13.16 Covenants of Seller. Seller agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
(f) 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);
9821015610-0046 -1 1-
1175262.2 PM1I
(g) Seller shall not convey, grant, lease, assign, mortgage, hypothecate,
encumber, or otherwise transfer (on or off record) the Property or any interest therein;
(h) Prior to Closing, Seller shall maintain Seller's existing insurance, if any,
on the Property; and
(i) 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.
13.17 Representations and Warranties.
(a) Buyer represents and warrants to Seller that as of the Effective Date of this
Agreement, and subject to the disclosures set forth below in this subsection: (i) Buyer has all
requisite right, power, legal capacity, and authority to enter into and perform its obligations
under this Agreement; (ii) any persons executing this Agreement on behalf of Buyer are
authorized to do so; (iii) the execution of this Agreement by Buyer does not violate any provision
of any other agreement to which Buyer is a party; and (iv) except as may be specifically set forth
in this Agreement, no approvals or consents not heretofore obtained by Buyer are necessary in
connection with the execution of this Agreement by Buyer or with the performance by Buyer of
its obligations hereunder. Buyer hereby discloses to Seller that pursuant to draft legislation to
implement a proposal made by the Governor of the State of California on January 10, 2011,
agreements entered into by redevelopment agencies on and after January 1, 2011, may be subject
to challenge for two years from the effective date of the legislation, should such legislation be
adopted.
(b) Seller represents and warrants to Buyer that: (i) Seller has all requisite
right, power, legal capacity, and authority to enter into and perform its obligations under this
Agreement; (ii) any persons executing this Agreement on behalf of Seller are authorized to do
so; (iii) the execution of this Agreement by Seller does not violate any provision of any other
agreement to which Seller is a party; and (iv) except as may be specifically set forth in this
Agreement, no approvals or consents not heretofore obtained by Seller are necessary in
connection with the execution of this Agreement by Seller or with the performance by Seller of
its obligations hereunder.
13.18 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]
882/015610-0046 -12-
1175262.2 PMI i
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this
Agreement, understands it, and hereby executes this Agreement to be effective as of the day and
year first written above.
"Seller"
RICHARD VARGE, A MARRIED MAN AS
HIS SOLE AND SEPARATE PROPERTY,
and RICHARD VARGE AND PATRICE
VARGE, HUSBAND AND WIFE AS
TENANTS IN COMMON
RICHA GE, A MARRIE MAN AS
HIS EPARA P OPETY�
8y
Ricr Varge / J
RICHARD VARGE AND PATRICE VARGE,
[signatures continued on next page]
882ro15610-M6 -13-
1175262.2 PM11
Veronica J. Wntecino, CMC City Clerk
APPROVED AS TO FORM:
RUTAN TUCKE ,
By: `
M. Katherine Jenson, Age c ounsel
"Buyer"
LA QUINTA REDEVELOPMENT 4GENCY,
a pu d , corporate at
v. T//
Executive Director
[end of signatures]
8821015610-0046 -14-
1175262.2 PMI I
Foresite Escrow agrees to act as Escrow Holder in accordance with the terms of this Agreement.
FORESITE ESCROW
By: _
Name:
Its:
882/015610-0046 -15-
1175262.2 PMI I
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the State of California, County of Riverside, City of
La Quinta, and is described as follows:
Lots 1-8 of Block 128, Unit 14, Santa Carmelita at Vale La Quinta, in the City of
La Quinta, County of Riverside, State of California, as per map recorded in Book
18, Page(s) 82 of Miscellaneous Maps, in the office of the County Recorder of
said County.
882/015610-0046 EXHIBIT "A" 1 of 2
1175262.2 PM11 - page
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Susan Maysels
From: Greg Butler
Sent: Wednesday, June 08, 2011 4:42 PM
To: Susan Maysels
Subject: RE: addresses needed for properties RDA is purchasing
Susan,
Here are the currently assigned addresses
Lot
APN
Address Street
1
773-072-021
77850
Avenida Montezuma
2
773-072-022
77846
Avenida Montezuma
3
773-072-023
77838
Avenida Montezuma
4
773-072-024
77830
Avenida Montezuma
5
773-072-025
77820
Avenida Montezuma
6
773-072-026
77810
Avenida Montezuma
7
773-072-027
77800
Avenida Montezuma
8
773-072-005
77790
Avenida Montezuma
Yours truly,
Greg Butler
Building & Safety Manager
City of La Quinta, CA
760-777-7015 (tel)
760-777-7011 (fax)
gbutler0la-guinta.org
From: Susan Maysels
Sent: Wednesday, June 08, 2011 2:55 PM
To: Greg Butler
Subject: addresses needed for properties RDA is purchasing
Hi Greg:
The RDA is purchasing 8 lots bordered by Montezuma, Villa and Mendoza. The APNs are 773-072-005,
773-072-021 through 027. The legal description and map are attached.
Please provide street address if possible.
,Silo." X4Vje&
EXHIBIT "B"
FORM OF GRANT DEED
[SEE FOLLOWING PAGES]
892/015610-0046 EXHIBIT "B"
1175262.2 PMl1
Lawyers Title
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
OFFICE OF THE CITY CLERK
CITY OF LA QUINTA
P.O. Box 1504
La Quints, CA 92253
Atm: City Maoaaer
DOC # 2011-0271711
06/20/2011 04:14 PM Fees: $0.00
Page 1 of 4
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk B Recorder
"This document was electronically submitted
to the County of Riverside for recording"
Receipted by: CARAGON
- - -- _ SPACEABOVE THIS LDIE FOxxECORDffits USE
June 16 , 2011 (E mpt Dom Recordation Fee per Gov. Code ¢ 27383)
-n:j -'0nx-cal %-1 SISAAFI DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
RICHARD VARGE, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY, and
RICHARD VARGE AND PATRICE VARGE, HUSBAND AND WIFE AS TENANTS IN
COMMON lJointly, severally, and collectively, the "Granter"), hereby grants to the CITY OF
LA QUINTA, a California municipal corporation and charier city ("Grantee"), that certain real
Property ("Property") kited in the City of La Quinta, County of Riverside, State of California,
legally described as follows, subject to all matters of record:
Lots 1-8 of Block 128, Unit 14, Santa Camrelita at Vale La Quinta, in the City of
La Quinta, County of Riverside, State of California, as per map recorded in Book
18, Page(s) 82 of Miscellaneous Maps, in the office of the County Recorder of
said County.
"Grantor"
RICHARD VARGE, A MARRIED MAN AS
HIS SOLE AND SEPARATE PROPERTY,
and RICHARD VARGE AND PATRICE
VARGE, HUSBAND AND WIFE AS
TENANTS IN COMMON
Varge
RICHARD VARGE AND PATRICE VARGE,
tt752MPla7
Lawyers Tltle
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
OFFICE OF THE CITY CLERK
CPI'Y OF LA QUINTA
P.O. Box 1504
La Quinta, CA 92253
Attn: City Manager
June 16, 2011 (Exempt from Recordation Fee per Gov. Code § 27383)
GRANT DEED
FOi A NAMABLE CONSIDERATION, receipt of which is hereby acknowledged,
RICHARD VARGE, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY, and
RICHARD VARGE AND PATRICE VARGE, HUSBAND AND WIFE AS TENANTS IN
COMMON (jointly, severally, and collectively, the "Grantor'), hereby grants to the CITY OF
LA QUINTA, a California municipal corporation and charter city ("Grantee'), that certain real
property ("Property") Iocated in the City of La Quinta, County of Riverside, State of California,
legally described as follows, subject to all matters of record:
Lots 1-8 of Block 128, Unit 14, Santa Carmelite at Vale La Quinta, in the City of
La Quinta, County of Riverside, State of California, as per map recorded in Book
18, Page(s) 82 of Miscellaneous Maps, in the office of the County Recorder of
said County.
KC-7 ntoe,
RICHARD VARGE, A MARRIED MAN AS
HIS SOLE AND SEPARATE PROPERTY,
and RICHARD VARGE AND PATRICE
VARGE, HUSBAND AND WIFE AS
TENANTS IN COMMON
Vargo
VARGE AND PATRICE VARGE,
LAND WIFEAS JOINT
Varge
Patrice Vargo
SM13610-0046
11752622 PMI1
10
GRANTEE'S ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
June 16, , 2011, from RICHARD VARGE, A MARRIED MAN AS HIS SOLE
AND SEPARATE PROPERTY, and RICHARD VARGE AND PATRICE VARGE,
HUSBAND AND WIFE AS TENANTS IN COMMON aointly, severally, and collectively, the
"Grantor'), to the CITY OF LA QUINTA, a California municipal corporation and charter city
("City"), is hereby accepted by the undersigned officer or agent on behalf of the City pursuant to
authority conferred by Resolution No. 2002-186, adopted by the City Council on June 18, 2002,
and the City consents to recordation thereof by its duly authorized officer.
Dated:
City Manager, Thomas P. Genovese
1175 stPM11 2
tusasxs erect
State of California
County of Riverside
On (o— 1-7—1 I , before me,
%-e tr
Notary Public, personally appeared Y WN OL r QLF r I LC v W
who proved to me on the basis of satisfactory evidence to the person(s) whose name(s) is/
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-catifyunder PENALTY OF -PERJURY -under the laws -of the -State -of California that
the foregoing paragraph is true and correct.
K. MILLER
comm. #1903497 z
W �b Notary Public - California o
z Riverside County
_ My Comm. Wires Oct. 8, 2014
(seal)
State of California
County of Riverside
On , before me,
(meat name and tide of*e offim)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose names) 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/herAheir 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.
Signature(Seal)
882ro15610-0046
117MIranr
State of California )
)
County of Riverside )
On .qi& 2011, before me, SUSAN MAY.SELS, Notary Public, personally
appeared THOMAS P..GENOVESE who. proved to me on the basis of
satisfactory evidence to be the person whose name is. subscribed to the
within instrument, and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person,
or the entity
upon behalf_of_ which- _the_person_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. gOc �� s x
NOTARY PUBLIC • CAUFORNIAZj
RNERsue
OUNn
CamisYonF, 'reaAPR t 2013 +
Signature
(seal)
DOCUMENT:
Grantee's Acceptance of interest in real property conveyed by Grant Deed
from Varga for APNs 773-072-005 and M-072-021. through 027.
EXHIBIT "C"
FORM OF AFFIDAVIT OF NON -FOREIGN ENTITY
[SEE FOLLOWING PAGE]
882/015610-0046 EXHIBIT "C"
1175262.2 PM11
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 , 2011, and incorporated herein by reference
("Property"), that the undersigned ("Seller") hereby certifies the following:
Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations); and
2. The U.S. taxpayer identification number for Seller is ; and
3. The address for mailing purposes of Seller is: >
and
4. Seller understands that this certification may be disclosed to the Internal Revenue Service
by Buyer and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under 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.
RICHARD VARGE, A MARRIED MAN AS
HIS SOLE AND SEPARATE PROPERTY,
and RICHARD VARGE AND PATRICE
VARGE, HUSBAND AND WIFE AS
TENANTS IN COMMON
VARGE, A MARIED MAN AS
0
RICHARD VARGE AND PATRICE VARGE,
882/015610-0066
11752622 PMI I