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053 ND 600-020-054 AS OF DECEMBER 17, 2012
649-030-016 (east)
649-030-017 (west)
600-020-004
600-020-005
600-020-038
600-020-039
600-020-047
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CONSTRAINTS MAP
ina!�i r7
TOTAL GROSS = 19.97J AC
15' SLOPE EASEMENT= a228. AC.
6' WA?& EASEMENT = 0.091 AC
ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE
AND SALE AND ESCROW .INSTRUCTIONS & FIRST AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Assignment &
Amendment") is entered into to be effective as of March 1S2007 ("Effective Date"), by and
among Desert Cities Development, Inc., a California corporation ("Assignor"), the La Quinta
Redevelopment Agency, a public body, corporate and politic ("Assignee") and Anne J. Mazzella
("Seller").
RECITALS
A. Assignor, as "Buyer," and Seller have entered into that certain Agreement for
Purchase and Sale and Escrow Instructions dated as of December 1, 2006 (the "Agreement"),
pursuant to which Seller agrees to sell to Assignor and Assignor agrees to purchase from Seller
certain real property consisting of approximately 19.9 acres or real property located in the City of
La Quinta, County of Riverside, State of California, as more particularly described in the
Agreement. Capitalized terms that are otherwise not defined in this Assignment & Amendment
shall have the meaning attributed to them in the Agreement.
B. Assignee and the City of La Quinta ("City") have the power of eminent domain.
Assignee and City desire to develop the Property for, among other things, very low, low and
moderate income housing and commercial uses. Assignee is seeking the cooperation of Assignor
and Seller to allow Assignee to acquire the Property for such development purposes and
Assignor and Seller have agreed to accommodate Assignee's request to avoid condemnation
proceedings relating to the Property.
C. As part of the plans for improvement of a public highway abutting the Property,
the City, after Buyer and Seller were already in Escrow, sought a portion of the Property be
dedicated (the "Dedication") to the. City to facilitate highway improvements. The City, Buyer
and Seller resolved to approach the Dedication through the means of a charitable land donation
by Seller to the City, a tax exempt entity, to enable Seller to receive a tax deduction on Seller's
income tax return.
D. Assignor desires to assign to Assignee and Assignee desires to assume all of
Assignor's rights and obligations under the Agreement. Additionally, Assignor and Assignee
desire to provide payment to Assignor. to reimburse it for (i) the Deposit and (ii) certain other
expenses incurred by Assignor in connection with its performance under the Agreement.
E. Additionally, Assignee and Seller desire to amend the Agreement as provided in
this Assignment & Amendment.
21560156WM7
799969.01 &03/14/07
OC1234690.1
OC1234728.1
NOW THEREFORE, the parties agree as follows:
ASSIGNMENT
1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and
interests and delegates to Assignee all of its duties and obligations under the Agreement. To
evidence Assignee's acknowledgement to all duties and obligations under the Agreement,
Assignee shall initial each and every page of a copy of the fully executed Agreement (attached
hereto as Exhibit "A'� and forward same to Seiler within seven (7) days of the execution of this
Assignment & Amendment. All references to Buyer in the Agreement and in this Assignment &
Amendment going forward after the Effective Date of this Assignment & Amendment shall
mean the La Quinta Redevelopment Agency, unless referred to as Assignor. Except as expressly
set forth in the First Amendment provisions of this Assignment & Amendment, the provisions of
the Agreement shall prevail.
2. Assumption. Assignee hereby accepts the foregoing assignment and assumes and
agrees to timely keep, perform and discharge all of the duties and obligations of Assignor under
the Agreement.
3. Insurance. To the extent Assignee or any Consultants of Assignee will be
entering the Property to inspect or otherwise form an Assessment, Assignee and any such
Consultants shall in particular keep, observe and maintain all of the obligations under Section
2.2.2 including providing Seller with evidence of insurance prior to such entry pursuant to the
provisions of the Agreement.
4. Notification of Seller and Third Parties and Conformity of Agreement Exhibits:
Pursuant to Section 16.1 of the Agreement, this provision constitutes Seller's notice of
assignment. Asssignee shall promptly transmit fully executed copies of this Assignment to the
Escrow Holder (as defined in the Agreement) and all exhibits contained in the Agreement shall
be conformed to reflect the assignment effected in this Assignment. Contact information for the
purpose of notices under Section 16.4 the Agreement shall be as follows:
215015610-W
789969.01 603/14/07
To Seller: Anne J. Mazzella
104 South Newport Drive
Napa, California 94559
Facsimile: (707) 259-0773
Copy to: Bingham McCuthen LLP
Plaza Tower
600 Anton Boulevard, 18th Floor
Costa Mesa, CA 92626
Attn: Geoffrey K. Wills, Esq.
Facsimile: (714) 830-0720
To Buyer: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
-2-
OCJ234728.1
Attn: Executive Director
Facsimile No.: (760) 777-7107
With Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
Attn: M. Katherine Jenson, Esq.
Michael R.W. Houston, Esq.
Facsimile No.: (714) 546-9035
5. Reimbursement of Certain Expenses. Within twenty (20) days of the full
execution of this Assignment & Amendment, Assignee shall reimburse Assignor for (i) the
Deposit and (ii) certain other expenses incurred by Assignor in connection with its performance
under the Agreement. The amount paid by Assignee to reimburse Assignor shall be One
Hundred Eleven Thousand, One Hundred Fifteen Dollars and Twenty -Nine Cents ($111,115.29).
6. Dedication Obligations. Within twenty-eight (28) days of the full execution of
this Assignment & Amendment, Seller shall receive from Assignee, Assignor or the City (or any
combination thereof) a letter of opinion from a qualified independent appraiser to Seller relating
to the Dedication reflecting an estimated value of the Dedication. Seller shall pay the cost for
said appraisal opinion letter upon receipt of appraiser's invoice for said service. Assignee and
Assignor shall work with the City in cooperation with Seller at no liability to Assignee, Assignor
or the City, by arranging for the City to execute and acknowledge receipt of the Dedication as a
donation from Seller in Part IV (donee acknowledgement) of Internal Revenue Form 8283 (Non -
Cash Charitable Contributions) attached hereto as Exhibit "B", and arranging for the City to
provide any other tax -related forms or documents reasonably requested by Seller relating to the
Dedication. Although the City is not a signatory hereto, Seller's willingness to enter into this
Assignment & Amendment, is conditioned, among other things, Assignor's and Assignee's
representations to Seller that Assignee and Assignor can work with the City to make
commercially reasonable efforts to satisfy all of Seller's needs and requirements relating to
Seller's tax deduction for the Dedication and receiving in a timely and prompt manner any
executed documents by the City needed by Seller in addition to Form 8283 and the appraisal
opinion letter relating to the deduction for the Dedication.
7. Inurement. This Assignment & Amendment shall inure to the benefit of Assignor
and Assignee, and their respective successors, heirs, and successors -in -interest.
FIRST AMENDMENT
8. Purchase Price. Section L I of the Agreement is modified as follows: The
Purchase Price for the Property shall be NINETEEN MILLION NINE HUNDRED THIRTY-
SEVEN THOUSAND, FOUR HUNDRED AND TWELVE DOLLARS AND FIFTY-TWO
CENTS ($19,937,412.52). [Initials]
9. Environmental Condition, Confidentiality. Section 2.2.1 is hereby amended by
inserting "except as" in the third full sentence at the top of page 6 of the Agreement such that
this sentence shall now read as follows (with additional language being shown in underline):
215&015610.0097
789969.01 203114/07
-3-
OC(234728.1
vu! 1.1 tvV* IJ JJ I AI,
Attn: r.Ataeumve Direct.,
Facsimile No.: (760) 777-7107
With Copy to: Ratan & 'fucker, LLP
GI 1 Anton Boulevard, Norte 14tt0
Costa Mvsa. Calilbrnm 02628-1950
Attn: M. Kathorinc Jcn*m, Isq.
Michael R.W. I foustua. tisq.
Facsimile No.; (714) 54ft-9t1.;$
S• Reimhunemenl.ofCertain i=x ,race, .Within Me days of tbv full
execution of this Assipmertt & Amendment. Assigntv shall reimburse Assignor ror (i) the
IX posit and (ii) e-rlatn 01INT exptxrscw incurred by Arigttor in connection with its perfininartm
under the Agreement. The amount paid by Assigner to reimburse Assignor shall be One
Ilundmd ElevegThousand: One Hundred FiAcan Dollars a1d'fwvn1y-Nine Cents (sI I 1?115.29).
b. led' at hli a 'ors. Within twenty-eight (2s) days of this full execution of
this Assignment & Amendment, Seller shall rc4: nvc from Assignee. Assignor or the City (or any
amtbinat ion 11mroon a letter ofopinion.frum a qualified independent appnti.wr to Seller relating
to Ohu Dedit aliutt reActitinO an eslimatal value sal"this Dedicaion: Nvlicr shall pay the c'uct Gar
said appraisal opinion letter ulx,n rcccipt of appmiser's invoice for said service: Assignee and
Assignor shall work with the City in cooperation with Seller at no Liability to Assignee. Assignor
or the City. by arranging for the City to execute and acknowledge receipt of the Dedication as a
donation from Seller in Part IV (done: acluuowlcdgcotcnt) of Internal Revenuu norm $283 (Non-
Cm%h Charitable Contrihuttons) mtWhal hcrcu+ as lixhnb{t "ti", and arranging for the City to
pruvitic any otter tax -related foam or documents rciconably requested by Seller relating to the
Dedication. Although the City is not a sipatory heoto. Su(ioi a willingn1 . c to enter into this
Assirioucnt & Amendment, is conditioned, among other tdngs. As)4goor and AsAPcc's
rcpMtadations to Seller that Assignee and Assignor can wort with the City to snake
commercially tra.Ktnable efforts to satisfy all of Sellers needs and requirements relating itr
Seller's tax deduction for the Dedication and receiving in a timely and prompt ntannrr any
executed documents by the City needed by Seller in addition to Form 8283 mid the appraisal
opinion letter relating to the deduction for the Dedication.
7. Intipmtent. This AssignnKitt & Anundulunt shall inure to the beneFt of Assignor,
:and Assigncsc. sand their respective surcessvn, hcirs.:md stwcccss nwin-inleust.
FIRS"rAMI?NI)MENT
X. Purchase Price. section I.1 ut'tb,. Agroentent is nntdiGed as folkws: The
Purchase Prioc for the Property shall be NINb'I'Fl?N MILLION NINE; HtJNDR[:D THIRTY-
SGVCN THOUSAND. FOUR HUN�DR 'jUAND TWLI.Vli IX)LLARS AND FIF17Y-TWO)
CENTS ($19,H37.412.52). .........F [initials)
9 v' t SiUlid� S �il!!?P..S{uit[Otiehtl�i O( y. Svction 2.2.1 is hcrelty wncrid l by
inserting "except as" in tlx: third full sunicnLL at the top of page G of the Agreement such that
Ibis scnloncw shall now read as lblkow% (with additional language being shown in underling :
a:eol:awuw:
:rraer.u, wtnwr
.3-
,x'n--arcs', t'
All information acquired as a result of Buyer's investigation,
evaluation, negotiation and Assessment of the Property and all
communications with the Seller regarding the purchase of the
Property shall be held confidential except as required by law.
10. Close of Escrow: Closing; Closing Date. The second independent clause in the
first sentence of Section 4.1 (following the semicolon) shall be deleted in its entirety and
replaced with the following:
; provided, however, in no event shall the Closing occur, if at all,
no later than 6:OOPM, Friday, March 16", 2007 ("Outside Closing
Date") unless otherwise extended pursuant to the mutual written
agreement of the parties. Notwithstanding any provisions in the
Agreement to the contrary, the Outside Closing Date is an absolute
and firm date which under no circumstances may be circumvented
by Buyer seeking to extend further though any potential objections
relating to the Property or any potential contingencies. Although,
the Outside Closing Date is a firm date, neither Buyer or Seller
will be deemed in default if Escrow cannot close due to issues
beyond the control of either party, (e.g. title cannot timely record
grant deed).
11. Buyer's Obligations. Section 5.1.1 of the Agreement is hereby deleted in its
entirety and is replaced with the following:
5.1.1 the Purchase Price, less the Deposit, less the Seller
Financed Amount (if applicable), in full compliance with
Section 1.4 by the deadline in Section 1.4 and not the deadline in
Section 5.1.
12. Release.. The following provisions are deleted in their entirety from
Section 11.9.1 of the Agreement: The last sentence in the third paragraph, the fourth paragraph
(the bold capitalized language).
13. Default. The second paragraph of Section 16.22 (Default) of the Agreement is
deleted in its entirety and is replaced with the following:
2166/0156104W7
789%9.01 a03114N7
IF BUYER DEFAULTS HEREUNDER, SELLER MAY
TERMINATE THIS AGREEMENT'BY GIVING WRITTEN
NOTICE TO BUYER AND ANY DEPOSIT OR TOTAL
DEPOSIT SHALL BE PAID TO SELLER, WHO SHALL BE
ENTITLED TO RECEIVE AND RETAIN THE SAME AS
AND FOR LIQUIDATED DAMAGES; AND THIS
AGREEMENT SHALL THEREUPON BECOME NULL AND
VOID, IT BEING THE UNDERSTANDING AND
AGREEMENT OF THE PARTIES THAT THE ACTUAL
DAMAGES SUSTAINED BY THE SELLER IN THE EVENT
-4-
OCl214728.1
OF BUYER'S DEFAULT ARE DIFFICULT, IF NOT
IMPOSSIBLE, TO ASCERTAIN AND THAT SUCH
LIQUIDATED DAMAGES ARE FAIR AND EQUITABLE.
IT IS AGREED THAT SAID LIQUIDATED DAMAGES ARE
THE SELLER'S EXCLUSIVE REMEDY FOR BUYER'S
FAILURE TO PERFORM ANY OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
Seller Initials Buyer Initials
14. 1033 Treatment. The following provision is hereby added as Section 16.27 of the
Agreement:
16.27 Tax Deferral Pursuant to 1033 Exchange. Buyer and the
City have the power of eminent domain and the Buyer is permitted
to use low and moderate income housing funds to acquire this
Property. In the event Seller had determined not to sell the
Property to Buyer, staff for Buyer and the City would have
recommended to the Board of Directors of Buyer or to the City
Council of the City that Buyer and/or the City, after providing
notice to Seller and holding a hearing as required by applicable
law, consider adopting a resolution of necessity and thereafter
commencing proceedings to acquire the Property by the exercise of
its power of eminent domain. Within seven (7) days of the full
execution of this Assignment & Amendment, Buyer shall provide a
letter from the City and/or Buyer relating to the threatened
condemnation to substantiate Seller's eminent domain claim.
It is the intent of Buyer to have this acquisition completed as a tax
deferred exchange pursuant to Sections 1031 or 1033 of the
Internal Revenue Code of 1986, as amended, and Section 18662 of
the California Revenue and Taxation Code.
Seller may desire to defer the payment of taxes on any gain made
in said sale of Property by purchasing similar replacement property
and reducing the basis of the replacement property by any gain
made by the sale of the Property under Section 1033 of the Internal
Revenue Code of 1986. Seller intends to prepare and file Internal
Revenue Service Form 4797. In the event that further
documentation or other action may be required in order to
effectuate the claim, Buyer agrees to cooperate to the extent
permitted by law with Seller by taking such proper action as may
be necessary. In so cooperating, Buyer shall in no event be
responsible for, or in any way guarantee, the tax consequences of
Seller's 1033 claim.
215"1$610-0047
UM9.01 43/14W -5-
OC/234728.1
�V/1./LVV1 14 JV 1Rq
m Vt/ur V 16
OF BUYER'S DEFAULT ARE DIFFICULT, IN' NOT
INIPOSSIBLE, TO ASCERTAIN AND THAT SUCH
l.1QUIDATED DAMAGES ARE FAIR AND EQUITABLE.
IT IS AGREED TNAT SAID LIQUIDATED DAMAGES ARE.
THE SELLER'S EXCLUSIVE RF,MEDY FOR BUYER'S
FAILURE TO PERFORM ANY OF ITS ORI.IGATIONS
UNDER ,nIIS AGREEMENT.
Seller Initiuls IIuyc^ r InitfaLt
14. 19331'0.81mcnt. 17tc foiburing provi"'"I Ic 110n:11_v utttlad as S4oaion 16.i7 of the
Agrucluent:
`1M91eF1Y�0NJ
lY'RRuI ,m•q ni
I C.27 Tux L7c rM pnrsuant to LOW I-AKhanea 13uycr tmd tho
City have the power of eminent domain and the Buyer is permitted
to use low and moderate income lousing funds to acquire Miis
pruperty. In the event Sclkr had determined not to sell the
hropuiy to Buyer, .Yaff for Buyer and the City would have
rccouum:n(Jud to the Board of Directot.% of Buyer or to the City
(*rntrcil ol'Ihc City ilutt Buyer and/or the City, after providing
notico tt1 Softer and ItoWing a hwring .Is nxluircd by applicable
law. Lonsidcr adopting a tasc,lutkln of iwcumsrty and thurcancr
commencing pros ceditrgs to ucquirc tht.prtapeny try the excn ise (If
its power of eminent domain. Within seven (7) ttayx of Utc full
execution of this Assignment K Amcnthnent, fiuyer shall provide a
letter from the City and/or Buyer relating to the threatened
condemnation to -substantiate Seller's eminent domain claim.
It is the Intent of t;uycr to have this acquisition completed as a tux
defected exchangi: ptrsunttt to Sections 1031 or 1033 of the
Internal Revenue Code of 19k6. As anu:nfAW. Unit .S'eetioll I KGb2 of
the Califomia Kevenue and'faxation ('cute.
Seller may dusire to defer the payment of taxes on any gain made
in said safe of property by purchasing similar replacoment property
and inducing the basis of cite mplacement property by any gain
made by the sale of the properly under Section 1033 of the Internal
Rcvcn,je'Ctutc of 19g. Seller intends to prepare and file Infernal _
Revenue Service Fonn 4797. In the Gwent that further
docunvuntatiun or other action may be tequind in ureter to
et'fecltult , the claim, Buyer agrees to rcncperue to tin. crtcnt
permitted by law with Seller by taking such proper action as may
be necessary. In so ctrhtcrating. Buyer shall in no event he
responsible for, or in any way guarantee, the tax consequences. of
Seller's 1933 claim.
_5-
UCrN :B.I
Because it is the intent of Buyer to have this acquisition completed
pursuant to Section 18662 of the California Revenue and Taxation
Code, Seller will seek exemption from the requirement that 3 1/3
percent of the total Purchase Price be withheld from Seller for the
payment of California income tax on any gain made in the sale of
the Property under Section 18662. In accordance with the
recording requirements, Seller will execute a Withholding
Exemption Certificate (California Form 593-C ) and an Affidavit
declaring that the sale was made in consideration of the use of
condemnation. These documents shall be provided to Escrow
Agent prior to the Close of Escrow in order to prevent the
California withholding, and shall be retained in the Seller's records
thereafter.
Buyer agrees in each such event to cooperate with Seller and any
other involved investor parties in order to effectuate such an
exchange or exchanges. Buyer's agreement to cooperate to effect
any such exchange or exchanges shall not require Buyer to incur
any cost, expense or liability or acquire title to any property as a
consequence of such cooperation.
In no event shall any such exchange transaction delay the Close of
Escrow as contemplated in this Agreement. Notwithstanding the
foregoing, Buyer makes no representation, warranty, or guaranty to
Seller or to any other person, firm, or entity concerning the tax
treatment by any taxing authority, including but not limited to, the.
Internal Revenue Service, of the conveyance of Seller's real
property to Buyer, including the tax treatment and tax
consequences of an acquisition under the threat of condemnation.
Seller acknowledges that Buyer is not providing tax advice to
Seller or to any person, firm, or entity and Seller further
acknowledges and agrees that Seller must consult Seller's own tax
advisor concerning the tax treatment, tax implications, and tax
consequences of the sale of Seller's real property to Buyer.
15. Legal Description; Permitted Exception: Buyer
acknowledges the conveyance and easement described in the
instruments attached to this Assignment & Amendment as Exhibit
"C" and agrees that the Property shall not include the real property
conveyed by the deed in Exhibit "C", and title to the Property shall
be conveyed and accepted subject to the easement in Exhibit "C".
16. Effect of Amendment. Except as specifically set forth herein, the Agreement
shall continue in full force, and effect as previously written.
2156013610-0097
789969.01 e03/11107
OCl234728.1
GENERAL PROVISIONS
17. Governing Law. This Assignment & Amendment shall be governed by and
construed in accordance with the laws of the State of California.
18. Counterparts: Facsimile Delivery. This Assignment & Amendment may be
executed in counterparts which, when taken together, shall constitute a fully executed original.
Signatures may be delivered by facsimile which shall be binding upon the parties as if they were
originals.
IN WITNESS WHEREOF, the parties have executed this Assignment &
Amendment as of the day and year first above written.
2156r015610AW7
789%9.01 203114/07
"ASSIGNOR"
DESERT CITIES DEVELOPMENT, INC.,
a California corporation
[Signatures continued on next page]
-7-
r /'
002J4728.1
"ASSIGNEE"
LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporateandpolitic
By -
Agency Executive Director
ATTEST:
o, t;MU; Ageasy NLfcretary
APPROVED AS TO FORM:
RUTAN & TUCKER LLP
Lm
M. Katherine Jenson, Agency Counsel
"SELLER"
215bm5610-M7
nonwm .m�vm - -8-
"ASSIGNEE"
LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic
0
ATTEST:
Veronica J. Montecino, CMC, Agency Secretary
APPROVED AS TO FORM: .
RUTAN & TUCKER, LLP
Ey
./Katherine Jenson, Agency Counsel
"SELLER"
nwroisstooa>
Agency Executive Director
m
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
BY AND BETWEEN
ANNE J. MAZZELLA
("SELLER")
DESERT CITIES DEVELOPMENT, INC.,
a California Corporation
("BUYER")
TABLE OF CONTENTS
Page
TABLE OF CONTENTS
Page
I. PURCHASE PRICE......................................................................................................
1.1 Amoun Payment of Purchase Price ................... „ 1
...................................................
1.2 sit.......................................................................................................................... I
1.3 Seller Carrvback Financine.........................................................: 2
......................
1.4 Payment of Balance of Purchase Price......................................................................... 3
2. DUE DILIGENCE................................................................................ 3
......................
2.1 TitletSurvey........:..........................................................................................................3
2.2 Environmental Condition ........................................ 5
...............................
3. ESCROW............................................................ 8
...........::.........................................
3.1 Openingof Escrow ................................................. 8
.....................................
3.2 Escrow Instructions........................................................................ 8
4.1 Close of Escrow: Closing Closing Date ...
....
. LOSE OF ESCROW............:.............................................................................................. 8
................ .....................
4.2 Recordation Release of Funds and Documents ................ q
.....................................
5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER ...................... 9
5.1 Buyer's Obligations................................................................................... 9
5.2
Seller's Obligations....................................................................... .......... 10
...................
6. TITLE INSURANCE POLICY.................................
6.1 Title Polic...........................................................10
y....................................................... ....................................I..... 10
6.2 Carrvback Lender's Tide Policy ................................
.................... 11
6.3 Payment for Title Policies ..............: .................... 11
........................................................
7. REAL PROPERTY TAXES ...................................................
8. CONDITIONS PRECEDENT TO CLOSING..................................................................... ••• • 11
...............................................11
8.1 Conditions Precedent to Buyer's Oblie t:l.............................................................11
8.2 Conditions Precedent to Seller's Obligations .............................................................. 12
9. ......................
OSSESSION........................................................................................
10. ALLOCATION OF COSTS ..................................................... .....13
.........................................
10.1 Buyer's Costs :....... ...................................................................................................... 13
10.2 Seller's Costs ..:......:................................: 14
................................................................
11. RELEASE AND INDEMNITY :...............................
11.1 General Release With Respect To The Agreement....................................................14
14
11.2 Environmental Agency ..............................:.:. 14
..............
11.3 Environmental Requirements .............:...............: 15
..................................
11.4 Hazardous Substances.............................................................................................
15
5 Released Party ................................................
11.6 Other Contamination............................................................ ...............16
........................
11.7 Other Real Property ..................................................... .....................16
..........................
11.8 Remediation Work .........................................................
11.9 ' Buyer's Post -Closing Indemnity..................................Error! Bookmark not defined.
11.10 Buyer's Post -Closing Releases And Waivers....................................................... 16
12. CONDEMNATION...............................................................:. ...........18
....................................
13. TAX DEFERRAL...................................................................... ................ 19
.............................
14. COVENANTS........................................................................................................................ 19
Table of Contents
(Continued)
Paee
14.1 Covenants of Seller....................................................................................... ........19
14.2 Covenants of Bum.................................................................................................... 19
15. REPRESENTATIONS AND WARRANTIES.............................................................
15.1 Seller's Representations.............................................................................................. 20
15.2 Buyer's Representations. Warranties and Disclosures ............................................... 21
16. MISCELLANEOUS............................................................................................................... 23
16.1 Assienment..........................................:...................................................................... 23
16.2 Not For Benefit of Third Parties................................................................................: 23
16.3 ' Attomev's Fees........................................................................................................... 24
16:4 Notices........................................................................................................................ 24
16.5 Fair Meaning............................................................................................................... 24
16.6 Headings............................................................................................................... 24
16.7 Choice of Laws: Litigation Mallets ............................. ................................................ 25
16.8 Gender. Number.......................................................................................................... 25
16.9 Survival.......................................................................................
16.10 Time of Essence..................................................................:................................. 25
16.11 Waiver or Modification......................................................................... ............25
1612 Broker's/Consultin F
16.13'
¢ ees......................................................................................25.
� Gcate Originals ...........:...................:....................
16.14
........................
Severabilitv............
25
16.15
Memorandum of ...............................................:...............................................
Purchase Aereement
25
.................................................................
25
16.16
Exlubits
16.17
............:.............................................................................................. .....26
Authority
to Enter Agreement..................................................... .......................
26
16.18
..
Entire Agreement: Amendment
16.19
............................................................................
Time
26
16.20
......................................................................................................................26
Relations .....................................................................
16.21
..................
........................
Facsimile Signatures
26
............................................................................... ...
27
ii
m:jf
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 December 1, 2006 by and between ANNE J.
MAZZELLA an individual (the "Seiler"), and DESERT CITIES DEVELOPMENT, INC., a
California corporation ("Buyer").
RECITALS:
A. Seller is the fee title owner of that certain unimproved real property located on the
south side of Highway 111, between Dune Palms Road and Jefferson Avenue in the City of La
Quinta, County of Riverside, State of California, consisting of approximately 19.9 acres, with
Assessor's parcel numbers 649-030-016 and 649-030-017 which is more particularly described
in the legal description attached hereto, as Exhibit "A" ("property") and is depicted on the
constraints map attached hereto as Exhibit "B".
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:
I-EURCHASE PRICE.
1.1 . Amour Payment of Purchase Price. Subject to the terms of this Agreement,
Buyer hereby agrees to purchase the Property from Seller and Seller agrees to sell the Property to
Buyer, for the purchase price of Twenty Million Four -Hundred Forty -Five Thousand Five_
Hundred Sixty -One Dollars and Eighteen cents ($20,445,561.18) (the "Purchase Price'). The
Purchase Price shall be paid in accordance with the terms and conditions set forth in this Section
1.
1.2 Deposit. Within two business days after the Effective Date, Buyer shall make a
deposit with "Escrow Holder" (as that term is defined in Section 3.1) in "Good Funds" (as used
in this Agreement, the term "Good Funds" shall mean a conformed wire transfer of immediately
available funds, cashier's or certified check drawn on or issued by the office of a financial
institution located in Orange, Los Angeles or Riverside County, or cash) in the sum of One
Hundred Thousand Dollars and No Cents ($100,00.00) as a good faith deposit (the "Deposit').
"Effective Date" means the date the Buyer receives this Agreement signed by the Seller.
1.2.1 Requirements for Deposit. The Deposit shall be placed into an interest
bearing account at an FDIC_ insured bank or trust company, and all interest accruing thereon shall
be for the benefit of the Buyer at the "Close of Escrow" (as that term is defined in Section 4.l ).
1 � 1'
In the event the "Escrow" (as that term is defined in Section 3.1) closes, Escrow Holder shall
apply the Deposit and accrued interest towards the Purchase Price. Except as otherwise
expressly provided in this Agreement, if Buyer elects (or is deemed to have elected) to terminate
this Agreement at anytime, before or after the end of the Due Diligence Period (defined in
Section 2), Seller shall be entitled to that portion of the Deposit and all interest accrued thereon
according to the following schedule ("Deposit Schedule'): (i) $25,000.00 if this Agreement is
terminated by Buyer during the first 30 days after the Effective Date; (ii) $50,000.00 if this
Agreement is terminated by Buyer during the next succeeding 30 days after the Effective Date;
(iii) $75,000.00 if this Agreement is terminated by Buyer during the next succeeding 30 days
after the Effective Date; (iv) $100,000.00 if this Agreement is terminated by Buyer during the
next succeeding 30 days after the Effective Date; and (v) the entire Deposit plus accrued interests
if Buyer Defaults at anytime during the Due Diligence Period. Despite anything in this
Agreement to the contrary, Seller shall have no right to any part of the Deposit and Buyer shall
be entitled to a complete and prompt refund of the Deposit and payment of all accrued interest
thereon, upon the Buyer's demand, if any of the following circumstances exist: (a) the Seller is in
Default under this Agreement and Buyer gives Seller and Escrow Agent notice of Buyer's
election to terminate this Agreement; (b) any of the conditions of the Buyer's obligation to
consummate the Closing in Section 8.1 below are not satisfied by the Outside Closing Date and
Buyer gives Seller and Escrow Agent notice of Buyer's election to terminate this Agreement; (c)
Seller fails to provide Buyer with a Heritage Suit Dismissal (as defined in Section 2.1.4 below) .
within two (2) weeks following the Effective Date and Buyer gives Seller and Escrow Agent
notice of Buyer's election to terminate this Agreement prior to the date a Heritage Suit Dismissal
is received by Buyer, or (d) Seller fails to provide Buyer by noon Pacific Time on December 4,
2006, with a fully executed agreement unequivocally providing for a Heritage Suit Dismissal
and Buyer gives Seller and Escrow Agent notice of Buyer's election to terminate this Agreement
prior to the date a Heritage Suit Dismissal is received by Buyer. Notwithstanding any other
rights the parties may have in law or in equity, except as otherwise provided in the preceding
sentence, in the event either party terminates this Agreement or Escrow does not close for any
reason, Buyer understands and acknowledges that in such event, Buyer shall not be entitled to a
refund of the portion of the Deposit Seller is entitled to under the Deposit Schedule ("Earned
Deposit"), nor the interest earned thereon and Buyerconsents to Escrow Holder making
arrangements for payment of the Eared Deposit and all accrued interest thereon to Seller
pursuant to the Deposit Schedule; provided, however, that prior to making any Earned Deposit
payment to or for the account of Seller, Escrow Agent shall give Buyer at least five business
days prior notice of the Escrow Agent's proposed payment and if Escrow Agent receives Buyer's
written objection prior to the expiration of such period of time, Escrow Agent shall continue to
hold the Earned Deposit or pay the Earned Deposit into a court of competent jurisdiction . If the
Earned Deposit and accrued interest thereon, are paid to Seller, then at the same time the Escrow
Agent shall pay any remaining balance of the Deposit, together with the interest accrued thereon,
to Buyer.
1.3 Seller Carrvback Financing. Buyer, in its sole discretion may pay Ten Million
Dollars ($10,000,000) toward the Purchase Price at Closing either (a) in full in Good Funds, or
(b) pursuant to the terms set forth in that certain promissory note ("Carryback Note") in the
principal amount of Ten Million Dollars ($10,000,000) ("Seller Fizianced Amount"). A true
and correct copy of the Canyback Note is attached hereto as Exhibit "C". Repayment of the
Carryback Note shall be secured by that certain deed of trust and assignment of rents
2 !
("Carryback Deed of Trust') in the form of Exhibit "D" attached hereto. Buyer agrees,
acknowledges and understands that the aforesaid Carryback Deed of Taut shall constitute a first
and paramount lien superior to any other liens of any nature except real estate taxes and
assessments imposed by a governmental agency ("Government Taxes'), including, without
limitation, liens for amounts which have been or may be advanced to Buyer for purchase and/or
development of the Property, and all of the claims and rights of the Buyer are hereby
subordinated to the lien of said Carryback Deed of Trust, should Buyer elect to finance a portion
of the purchase price with the Carryback Note. At least one business day prior to Closing,
should Buyer elect to apply the Seller Financed Amount to the Purchase Price, Buyer agrees to
deliver to Seller through Escrow the fully executed Carryback Deed of Trust, and the fully
executed Canyback Note which shall be credited against the Purchase Price on the Closing Date
and the Carryback Deed of Trust shall thereafter be recorded as a senior and paramount lien and
encumbrance against the Property, junior only to Government Taxes.
1.4 Payment of Balance of Purchase Price. On or before noon on the "Closing Date"
(as that term is defined in Section 4.1), Buyer shall deposit with Escrow Holder in Good Funds
the Purchase Price, less the Deposit, less the Seller Financed Amount should Buyer so elect to
use such funds, and such additional funds as may be required to meet Buyer's portion of the
closing costs and apportionments as hereinafter provided.
2. DUE DILIGENCE.
As used herein, the term "Due Diligence Period" shall refer to a period of time to expire
upon the date that is one hundred twenty (120) 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 2 (collectively, the "Contingencies'�:
2.1 Title/Survey. Buyer acknowledges a preliminary title report shall be prepared by
and delivered to Buyer and Seller by Commonwealth Land Title.Company ("Title Company),
located at, 275 W. Hospitality Lane, Suite 200, San Bemadino CA 92408, describing the state
of title of the Property together with copies of all underlying documents referred to as
exceptions in the report (collectively the "Preliminary Title Report"). Buyer may, at its sole
cost and expense, obtain a current survey of the Property (the "Survey's provided it does so
within thirty (30) days after the Effective Date. Notwithstanding anything herein to the contrary,
Seller shall be obligated to remove all monetary encumbrances (excluding non -delinquent real
property taxes recorded on title to the Property prior to the "Close of Escrow" (as that term is
defined in Section 4.1).
2.1.1 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 ("Title
Objections') no later than the date which is fifteen (15) days after the later of (i) Buyer's receipt
of the Preliminary Title Report (ii) the Effective Date; or (iii) Buyer's receipt of the Survey
within the time period set forth above ("Buyer's Objection Notice"). Buyer's approval or
disapproval of the matters set forth in the Preliminary Title Report and the Survey may be
granted or withheld in Buyer's sole and absolute discretion. Buyer's failure to provide Seller
3
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 matter; shown on the Survey.
2.1.2 Seller shall have a period of fifteen (15) days after receipt of Buyer's
Objection Notice in which to deliver written notice to Buyer ("Seller's Notice') of Seller's
election to either (i) agree to remove the Title Objections prior to the "Close of Escrow" as that
term is defined in Section 4.1), or (ii) decline to remove any Title Objections and terminate the
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 not to remove the Tide Objections. If Seller is deemed to have
elected not to remove the Title Objections, or if Seller notifies Buyer of its election to terminate
rather than remove the Tide Objections, Buyer shall have the right, by written notice delivered to
Seller within fifteen (15) days after (i) Buyer's receipt of Seller's Notice, or (ii) the date Seller is
deemed to have elected not to remove the Title Objections which Seller elected or is deemed to
have elected not to remove, to agree by notice given to Seller, to accept the Property subject to
the Title Objections Seller elected or is deemed to have elected not to remove ("Objection
Notice Waiver'), in which event Seller's election, or Seller's deemed election, to terminate shall
be of no effect, and Buyer shall take title at the Close of Escrow subject to the Title Objections
which Seller elected or is deemed to have elected not to remove 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 2.1, shall be deemed
to have been approved by Buyer if and to the extent either: (a) Buyer fails to include them in an
Objection Notice, or (b) Buyer waives them in an Objection Notice Waiver.
2.1.3 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; provided,
however, that Buyer's initial period of review and approval or disapproval of any such additional
exceptions shall be limited to fifteen (15) days following receipt of notice of such additional ..
exceptions. The process set forth above for. Buyer's review and Seller's response shall apply to
any review and response with respect to any amendment or supplement to the Preliminary Title
Report, and the Closing shall be extended for such period as is necessary to allow for that review
and response process to be completed.
2.1.4 There is a pending appeal in the action entitled Heritage Community
Housing, Inc., et al. v. Mazzella, U.S. District Court, Central District Cal., CV-04-01088-VAP
C'Heritage Suit') and Buyer shall have no obligation to take title subject to the Heritage Suit nor
any claim or cloud on title arising out of or related to the Heritage Suit. Within fourteen (14)
days of the Effective Date, Seller shall provide Buyer with a copy of a dismissal with prejudice
of the Heritage Suit ("Heritage Suit Dismissal') along with a copy of any settlement agreement
entered into fully and finally resolving the Heritage Suit While Buyer has no right of approval
over the settlement agreement for the Heritage Suit; in the event that the Heritage Suit Dismissal
or the settlement agreement do not satisfactorily clear title to the Property in Buyer's sole and
absolute discretion the Buyer may terminate this Agreement within thirty (30) days of receipt of
the Heritage Suit Dismissal and any settlement agreement and Seller will refund any Earned
Deposits and Escrow Agent shall refund the balance of the. Deposit. In the event that Buyer does
r/
4
not provide notice to Seller to terminate, the Buyer shall be deemed to have accepted the
dismissal of the Heritage Suit and its settlement as satisfactory.
2.1.5 Notwithstanding the requirements of Section 2. I of this Agreement, Buyer
agrees that Seller will not pay anything to release that certain deed of trust dated May 17, 1973 in
the amount of $41,000.00 executed by Theodore Sparks, et al, as trustor, to Consolidated Escrow
Company as trustee, for Ralph J. Arcadi and Alberta N. Arcadi, as beneficiaries, recorded on
May 30, 1973, as No. 69527 of the Official Records in the county of Riverside, California (the
"Arcadia Lien'). If the Closing is consummated, Buyer shall indemnify, defend and hold Seller
harmless from any claim or action of any kind attempting to collect from or enforce the Arcadia
Lien against the Property only or title to the Property.
2.2 Environmental Condition. During the Due Diligence Period, Buyer shall have
access to the Property, as described in this Section 2.2, in order to permit (i) Buyer and (ii)
Buyer's, the City of La Quinta's and the La Quinta Redevelopment Agency's proposed mortgage
lender;, underwriters, engineers, surveyors, environmental consultants, scientists, geologists,
archaeologists, attorneys, appraisers and other experts and advisors (collectively, the
"Consultants') to evaluate, survey, study, appraise and investigate the Property and form an
assessment of the title, condition and value of the Property (the "Assessment').
2.2.1 During the Due Diligence Period, Seller shall permit Buyer and the
Consultants, 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 title, physical
condition and value of the Property in order to determine the Property's suitability for Buyer's
intended development. In no event shall Buyer or Consultant conduct any test or inspection or
carry out any activity at the Property which damages the Property or which is physically
intrusive into the soil or groundwater beneath the Property, without Seller's prior written
consent, which consent shall not be unreasonably withheld, delayed or conditioned. Such consent
shall be deemed granted unless Seller gives Buyer notice within three days after Buyer's request
for consent, specifying Seller's objections to the test, inspection or other activity. Such
investigations may be made by Buyer and/or Consultants during any normal business hours.
Buyer shall ensure that Consultants engaged by Buyer for work on the Property are qualified and
licensed if licensing is required by Law for such work undertaken on the Property with all
necessary licenses, insurance, documentation,_ and qualifications in place to engage in such work
prior to entry on the Property. Buyer hereby acknowledges that the Property is unimproved,
undeveloped, and unoccupied other than Seller's night watchman. Buyer hereby assumes all
risks of injury to person or property associated with the condition of the Property, excepting
injuries arising solely out of the negligent conduct of Seller. All materials and equipment, if any,
shipped or brought to the Property for purposes of the Assessment shall be unloaded, checked
and stored at no expense or risk to Seller. Buyer shall retain full responsibility and risk of loss
for its materials, equipment and supplies stored on the Property. Buyer shall have present on the
Property only such equipment, materials and personnel reasonably necessary for conducting the .
Assessment. If such equipment, materials or personnel has served or performed its function and
its presence is not required to continue the Assessment, such equipment, materials or personnel
shall promptly be removed from the Property. Seller shall cooperate to assist Buyer '
5 /
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. Seller shall have the right, but not the obligation, to accompany Buyer during
such investigations and/or inspections. All information acquired as a result of Buyer's
investigation, evaluation, negotiation and Assessment of the Property and all communications
with the Seller regarding the purchase of the Property shall be held confidential as required by
law. Nothing in this Agreement shall prohibit disclosure required by Law. Buyer shall also be
allowed to make disclosure reasonably required to effect the purchase of the Property, mortgage
financing, governmental approvals or enforcement of this Agreement as long as such disclosures
are made in a way that in good faith should preclude disclosure not authorized in this sentence.
The provisions in this Section 2.2.1 shall survive the termination of this Agreement. Nothing in
this Section 2.2.1 shall prevent disclosure after Closing.
2.2.2 As a condition to any such entry, Buyer and Consultants 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 arising out of such work or studies, during or after
such investigation; (ii) comply with all applicable laws and governmental regulations; (iii) keep
the Property free and clear of all mechanic's, materialmen's and other liens or encumbrances,
and lis pendens arising out of any work or other activities performed by or on behalf of Buyer in
its Assessment; (iv) maintain or assure maintenance of workers' compensation insurance (or
state approved self-insurance) on all Consultants entering the Property in the amounts required
by the State of California, if any; (v) provide to Seller prior to initial entry a certificate of
insurance evidencing that Buyer and/or the Consultants entering the Property have procured and
have in effect an a commercial general liability insurance policy (or, similar policy as
appropriate) meeting the following requirements: (A) the insurance shall be written on a per
occurrence and not claims -made basis; (B) the amount of insurance shall be a combined single
limit of not less than Two Million Dollars ($2,000,000.00) for the Buyer's policy, and One
Million Dollars ($1,000,000.00 for the Consultants' policies, each with a deductible or self -
insured retention amount of not more than One Hundred Thousand Dollars ($100,000); (C) the
Buyer's policy shall name or be endorsed to name Seller as an additional insured; (D) the
insurance shall not contain any special limitations on the scope of protection afforded to Seller,
(E) prior to the cancellation of the Buyer's policy, the issuing insurer of the Buyer's policy will
endeavor to mail thirty (30) days prior written notice to Seller of such cancellation, but failure to
do so shall impose no obligation or liability of any kind upon the insurer; (F) Buyer's insurer
shall waive subrogation rights against the Seller, (G) the insurance shall be primary insurance
and not contributory with any other insurance Seller may have; and (H) the insurance shall apply
separately to each insured against whom a claim is made or suit is brought, subject to the
policy's limits of liability (the "CGL Policy"); (vi) agree to repair any and all damage to the
Property (including any improvements, equipment and personal property thereon) caused by the
Assessment activities, inspections and investigations in a timely manner, whether such activities,
inspections and investigations were consented to by Seller or not; and (vii) agree to at all times
keep the Property free from accumulations of waste materials and rubbish caused by the
Assessment activities and shall be responsible for removal of all tools, equipment and surplus
materials used for the Assessment and Buyer shall be deemed the owner and generator of any
water, soil equipment, or waste that is installed, discharged, generated, released or otherwise
created in performing the Assessment and shall complete or sign any manifests or other
documents necessary for proper storage, transportation, treatment, or disposal of any said walte
6 /1 'd/`1
in accordance with applicable laws. Prior to the Close of Escrow (as defined below), Buyer shall
only be responsible for water, soil, equipment or waste that is installed, discharged, generated,
released or otherwise created in performing the Assessment. Buyer shall indemnify, defend and
hold Seller harmless with regard to any harm to the Property or condition of Hazardous
Substances (as defined below) to the extent worsened or exacerbated during the Assessment or
resulting therefrom.
2.2.3 Buyer shall promptly pay and discharge all demands for payment relating
to Buyer's or Consultants' 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 or Consultants' entry on the Property or the Assessment activities, 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; (ii) pay the lien in full;
or (iii) 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. Buyer shall indemnify, protect and defend with counsel reasonably
acceptable to Seller, and hold Seller harmless from all claims (including all mechanic's,
materialman's and other liens or encumbrances upon the Property and claims relating to such
liens arising out of the Assessment activities performed by or on behalf of Buyer including
claims for work or labor performed or materials or supplies furnished), demands, liabilities,
losses, damages, costs, fees, and expenses, including Seller's reasonable attorney fees, costs, and
expenses, arising from the acts or activities of Buyer or Buyer's Representatives in, on, or about
the Property during or arising in connection with the Assessment and Buyer's inspections of the
Property, except any arising out of the negligent or other tortious acts of the Seller.
2.2.4 Prior to expiration of the Due Diligence Period, Buyer shall notifySeller
in writing (i) of Buyer's election to terminate the Escrow and this Agreement, if Buyer
disapproves of the Property and, as a result, does not wish to proceed with purchasing the
Property ("Buyer's Termination Notice', or (ii) of any objections Buyer may have (the
"Disapproved Property Matters') to any physical or environmental conditions of the Property
("Buyer's Property Objection Notice'). Buyer's approval or disapproval 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, 2.2.4, Buyer and Seller shall be relieved of all further
liability under this Agreement. Buyer's failure to provide Seller with a Buyer's Termination
Notice or a Buyer's Property Objection Notice prior to the expiration of the Due Diligence
Period shall constitute Buyer's approval of the. condition of the Property. If Buyer provides to
Seller Buyer's Property Objection Notice, Seller shall have a period of fifteen (15) days after
receipt of Buyer's Property Objection Notice in which to deliver written notice to Buyer
("Seller's Response') of Seller's election to either (i) agree to remove the Disapproved Property
Matters prior to the Close of Escrow, or (ii) decline to remove the Disapproved Property Matter;
and terminate Escrow and the obligations of Buyer and Seller to purchase and sell the Property
under this Agreement. Seller's failure to provide Buyer with Seller's Response within said
period shall constitute Seller's election not to remove the Disapproved Property Matters prior to
the Close of Escrow. If Seller is deemed to have elected not to remove the Disapproved Property
Matters, or if Seller notifies Buyer of its election to terminate rather than remove the
Disapproved Property Matters, Buyer shall have the right, by written notice delivered to Seller
within fifteen (15) days after (i) Buyer's receipt of Seller's Response, or (ii) the date Seller is
deemed to have elected not to remove the Disapproved Property Matters, as applicable, to agree
to accept the Property subject to the Disapproved Property Matters, in which event Seller's
election, or deemed election, to terminate shall be of no effect, and Buyer shall take title at the
Close of Escrow subject to such Disapproved Property Matters without any adjustment to or
credit against the Purchase Price. Buyer's inspections and investigations of the Property shall be
conducted upon the terms and conditions set forth in this Agreement.
2.2.5 Subject to the other provisions of this Agreement, Buyer agrees, that by its
acceptance or waiver of the contingencies in this Article 2, it assumes the risk that an adverse
condition of the Property may not have been revealed during the Due Diligence Period. On
Buyer's acceptance or waiver of the contingency in this Article 2, Seller shall have no obligation
to repair, correct, or compensate Buyer for any condition of the Property, including defects in the
physical condition of the Property, noncompliance with applicable laws and regulations,
including without limitation zoning laws, and building codes, whether or not such condition of
the Property would have been disclosed by Buyer's investigation and Assessment during the Due
Diligence Period; provided, however, that nothing in this Article 2 shall excuse any breach of or
limit Buyer's remedies for any breach of any of the Seller's express representations or warranties
in this Agreement; nor for Seller's failure to correct Disapproved Property Matters if Seller has
elected to do so.
2.3 Due Diligence Documents
To the extent in Seller's possession, ownership or control, within five business days after
the date the Deposit is paid to the Escrow Agent, the Seller shall furnish the Buyer with each of
the following documents: G) any report regarding the Property soils; (ii) any report regarding
Hazardous Substances or Other Contamination on the Property or Other Property; any report
regarding any underground storage tank now or formerly on the Property or Other property; (iii)
any land title survey; and (iv) any outstanding notice regarding a Violation
3.ESCROW.
3.1 Qpening of Escrow. Closing of the sale of the Property shall take place through an
escrow ("Escrow") to be established on the Effective Date with Commonwealth band Tide
Company ("Escrow Holder's at its office located at, 78-982 Highway 111, #1-B, La Quints CA
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,
3.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute
the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow
Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that
Escrow Holder customarily requires in real property escrows administered by it. In the event of
any conflict or inconsistency between Escrow Holder's standard instructions and the provisions
of this Agreement, the provisions of this Agreement shall supersede and be controlling. .
4.CLOSE OF ESCROW.
8
4.1 Close of Escrow: Closine• Closine 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 one (1) day 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); provided, however, in no event shall the Closing occur, if at all, no later than
one hundred twenty (120) days after the Effective Date ("Outside Closing Date") unless
otherwise extended pursuant to this Agreement or by the mutual written agreement of the parties.
"Closing Date" means the date the Closing occurs. The terms "Close of Escrow" and the
"Closing" are used herein to mean the time Seller's grant deed conveying fee tide to the Property
to Buyer in accordance with this Agreement, 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 ten (10) 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: W the grant deed in the form of the
attached Exhibit "E" transferring title to the Property to Buyer (".Grant Deed"); and (ii) such
other and further documents as maybe 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 and apportionments, to Seller, and (n) conformed copies of all
recorded documents to both Buyer and Seller.
S.DELIVERY OF DOCUMENTS REQUIRED FROM B1�TYE�I AND SELLER.
5..1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with
Escrow Holder the following:
5.1.1 full compliance with Section 1.4 by the deadline in Section 1.4 and not
the deadline in this Section 5.1;
5.1.2 if applicable, the Canyback Note, duly executed by Buyer, in the form of
Exhibit "C" attached hereto;
5.1.3 if applicable, the Canyback Deed of Trust, duly executed and
acknowledged by Buyer, in the form of Exhibit "D" attached hereto; and
5.1.4 any and all additional 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. -70
9
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:
5.2.1 the executed and acknowledged Grant Deed, in the form of Exhibit "E"
attached hereto;
5.2.2 a Certificate of Non -Foreign Status (the `.`Non -Foreign Affidavit')
executed and acknowledged by Seller in the form attached hereto as Exhibit "F"; .
5.2.3 A settlement statement with customary proration in accordance with this
Agreement, as of 11:59 PM on the date immediately preceding the date of Closing;
5.2.4 Such affidavits and any and all of the documents as may be reasonably
required by the Title Company in order to issue the Title Policy to Buyer subject only to the
Permitted Exception including any affidavit customarily required by the Title Company to
remove the standard printed and typed exception from the Title Policy.
5.2.5 A certificate signed by Seller confirming that: (i) all of the
representation and warranties made by the Seller in this Agreement are to the best of Seller's
knowledge true and correct as of the Closing, except as may be specified therein; and (ii) Seller
has complied with and discharged (a) all notices, if any, that either Seller or its agents received
concerning violation of Law concerning or affecting the Property or any part thereof.
5.2.6 Provide Escrow Agent with any information with respect to Seller or its
agents, in connection with the conveyance of the Property by the Seller to the Buyer required by
either (i) Internal Revenue Code Sec. 6045 or Treas. Regs. Sec. 1.6045, or (ii) Tress. Form 1099
or its instruction. If required thereby, the Escrow Agent shall timely (x) prepare and file a Form
1099 in accordance with the provisions of Tress. Regs. Sec. 1.6045, and (y) fimiish the parties
with copies. All declaration, returns, affidavits and other instruments required to record the
Grant Deed or otherwise required to be. filed by the Seller by applicable Law; and any 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
standard form California Land Title Association ("CLTA') owner's standard coverage policy of
title insurance, or if Buyer obtains at Buyer's expense an ALTA/ACSM land title survey
("ALTA Survey") an American Land Title Association ("ALTA!) extended coverage owner's
policy ("Title Policy'l, in favor of Buyer, as inured, with liability in the amount of the Purchase
Price, inuring Buyer that title to the Property shall be vested in Buyer at Closing, subject only to
(i) non -delinquent real property taxes, (ii) title exceptions approved or deemed approved by
Buyer pursuant to Section 2.1 above, (iir7 title exceptions, if any, resulting from Buyer's entry
onto the Property pursuant to the provision of Section 2.2 above, (iv) unless Buyer obtain an
ALTA Survey and pays the additional premium for anALTA extended coverage policy, the
10
standard printed conditions and exceptions contained in the CLTA standard coverage owner's
Policy of title insurance regularly issued by the Title Company, (v) if applicable, the Carryback
Deed of Trust, and (vi) any other items approved by Buyer in writing (collectively, the
"Permitted Encumbrances'). Buyer shall pay the cost of all endorsements to the Title Policy
reasonably requested by Buyer except those which address Buyer's Title Objections which Seller
has elected to remove.
6.2 Carryback Lender's Title Policv. If applicable at Closing, Buyer shall pay the
premium for an American Land Title Association ("ALTA') Lender's Policy of Title Insurance
("Carryback Lender's Title Policy") in the face amount of the Carryback Note, insuring Seller
that title to the Property is vested in Buyer at Closing and that the Gen of the Carryback Deed of
Trust constitutes a senior lien and encumbrance on the Property, subject only to the Permitted
Encumbrances. Buyer shall pay the cost of all endorsements to the Canyback Lender's Title
Policy reasonably required by Seller
6.3 Payment for Title Policies. Seller shall be responsible for the premium for the
CLTA Title Policy with coverage up to the amount of the Purchase Price. Buyer shall pay the
cost for any additional coverage or endorsements it requests. Buyer may, at its election, request
an ALTA 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 ALTA
survey, if applicable. If applicable, Buyer shall pay the cost for the Carryback Lender's Title
Policy along with any required endorsements to such policy.
TREAL PROPERTY TAXES.
At the Closing the parties shall apportion real estate taxes for the fiscal or tax year which
includes the Closing date, with the Seller paying all real estate taxes accruing through the date of
Closing and Buyer paying all real estate taxes accruing after the date of Closing. Upon Buyer's
acquisition of fee title to the Property, Buyer shall be become responsible for the payment of all
property taxes and assessments on the Property which accrue after the Closing. Seller shall be
responsible for paying for all property taxes or assessments assessed against the Property for any
period prior to the Closing. Any assessments (excluding ordinary real estate taxes) against the
Property as of the Closing date (excluding ordinary real estate taxes) which are payable
installments, shall be paid in full by the Seller at Closing. If there is any increase in real estate
tax liability which arises after the Closing and is applicable to the period prior to the date of
Closing, the parties' shall reapportion the real estate tax liability accordingly. To the extent that
the apportionments and adjustments at the Closing are not based upon final figures or there are
any errors or omissions in the calculation or determination thereof, promptly after notice of such
final figures or errors or omissions (including the calculations used to arrive at the final. figures,
errors or omissions), the parties shall readjust or reapportion and make the payment required as a
result thereof..
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
11 �LO/—
signed written waiver by Buyer of each and all of the following conditions precedent
(collectively "Buyer's Conditions to Closing"):
hereof; 8.1.1 Buyer shall have approved the Property, in accordance with Section 2.2
8.1.2 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 (i) subject only to the Permitted Encumbrances (y) fidfilhnent of any
requirements imposed on the Buyer in the Preliminary Title Report; and (z) payment of the
premiums for the Title Policy; and (ii) with such endorsements as the Title Company has
committed to provide;
8.1.3 Escrow Holder holds all instruments and funds required for the Closing
and will deliver to Buyer the instruments and fiords, if any, accruing to Buyer pursuant to this
Agreement and record the Grant Deed;
8.1.4 all representations and warranties by the Seller in this Agreement shall be
true and correct in all material respects 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;
8.1.5 Seller is not in material breach or default of any term or condition of this
Agreement;
8.1.6 Seller has performed pursuant to Section 2.1.4; and
8.1.7 Seller shall have executed, acknowledged where required, deposited or
caused to be deposited into Escrow, not less than one (1) business day prior to the Closing, each
of the documents, instruments, and attached exhibits required of Seller by 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 with no liability whatsoever.
8.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this
Agreement to sell the Property and close the Escrow 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'):
8.2.1 Escrow Holder holds the Purchase Price and all other funds required from
the Buyer for the Closing and will deliver to Seller the Purchase Price (less Seller's closing costs
plus and/or minus apportionments) accruing to Seller pursuant to this Agreement;
8.2.2 all representations and warranties by the Buyer in this Agreement shall be
true and correct in all material respects 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;
8.2.3 Buyet is not in material default of any term or condition of this
Agreement; and
8.2.4 Buyer shall have executed, acknowledged where required, deposited or
caused to be deposited into Escrow, not less than one (1) business day prior to the Closing, each
of the documents, instruments, and attached exhibits required of Buyer by this Agreement,
including a resolution of the Buyer's board of directors evidencing the corporation's approval of
to enter into this Agreement and have a duly appointed officer execute this Agreement and any
supporting documents, instruments and exhibits on behalf of Buyer.
82.5 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 with no liability
whatsoever.
9.POSSESSION.
Date. Exclusive possession of the Property shall be delivered by Seller to Buyer on the Closing
10.ALLOCATION OF COSTS.
10.1 Buyer's Costs. Buyer shall pay the following costs:
10.1.1 fifty percent (500/9) of Escrow Holder's escrow fee;
10.12 Buyer's own attorney's fees incurred in connection with this Agreement
and the transactions contemplated hereby;
10.1.3 all the charges for recording the Grant Deed;
10.1.4 the premium difference between any extended policy of title insurance and
the CLTA standard coverage policy of title insurance, if Buyer requests an extended policy;
10.1.5 if applicable, the premium for the Canyback Lender's Title Policy;
10.1.6 any additional title insurance coverages and any title endorsements
requested by Buyer except those provided to address Title Objections which Seller has elected to
remove;
10.1.7 any additional or alternative survey necessary for Buyer to acquire any
additional title insurance coverages or policy endorsements desired by Buyer,
10.1.8 all of Buyer's survey costs associated with this Agreement;
10.1.9 all costs associated with Buyer's investigation and inspection of the
Property pursuant to Section 2.1; and
10.1.10 if applicable, any sales tax.
13
10.2 Seller's Costs. Seller shall pay:
10.2.1 fifty percent (50%) of the Escrow Holder's escrow fee;
10.2.2 Seller's own attorney's fees in connection with this Agreement and the
transactions contemplated hereby;
10.2.3 all documentary stamps and transfer taxes associated with the conveyance;
10.2.4 the premium for the standard CLTA Title Policy that Seller is required to
Pay pursuant to this Agreement; and
10.2.5 accrued property taxes and assessments on the Property up, to Closing.
11. RELEASE AND INDEMNPfY
11.1 General Release With Respect To The Agreement.
11.1.1 Buyer's General Release With Respect To The Agreement. Except as
otherwise specified in this Agreement, Buyer agrees to release Seller, Seller's spouse, and.
Seller's. respective officers, directors, shareholders, employees, agents, representatives, brokers;
attorneys, heirs, personal representatives, successors and assigns from any and all losses,
damages, injuries to persons or property, obligations, liabilities, costs (including, but not limited
to; attorneys' fees, costs and expenses, and expert witness fees) arising out of or directly or
indirectly relating to: (a) any breach or default by Buyer under this Agreement; (b) any material
misrepresentation made by Buyer in this Agreement; or (c) any failure to perform any covenant
or condition by Buyer of this Agreement, provided, however, the obligations under this Section
11.1 shall not extend to matters directly caused by the gross negligence or willful misconduct of
the other party. The provisions of this Section 11.1 shall survive the expiration or termination of
this Agreement and shall survive the Closing Date.
11.1.2 Seller's General Release With Respect To The Agreement Except as
otherwise specified in this Agreement, Seller agrees to release Buyer, Buyer'sspouse, and
Buyer's respective officers, directors, managers, members, shareholders, employees, agents,
representatives, brokers, attorneys, heirs, personal representatives, successors and assigns from
any and all losses, damages, injuries to persons or property, obligations, liabilities, costs
(including, but not limited to, attorneys' fees, costs and expenses, and expert witness fees)
arising out of or directly or indirectly relating to: (a) any breach.or default by Seller under this
Agreement; (b) any material misrepresentation made by Seller in this Agreement; or (c) any
failure to perform any covenant or condition by Seller of this Agreement. Provided, however,
the obligations under this Section 11.1 shall not extend to matters directly caused by the gross
negligence or willful misconduct of the other party. The provisions of this Section 11.1 shall
survive the expiration or termination of this Agreement and shall survive the Closing Date.
11.2 Enviromental Agency. For purposes of this Agreement, the tam "Environmental
Agency" shall mean any state, federal, regional or local governmental agency having jurisdiction
over the Property, including but not limited to the United States Environmental protection
Agency, the California Environmental Protection Agency, the Department of Toxic
cSSubstances.
14
Control, the California Air Resources Board, the California Integrated Waste Management
Board, the Office of Environmental Health Hazard Assessment, the California. State Water
Resources Control Board, the Colorado River Basin Regional Water Quality Control Board, the
Riverside County Department of Environmental Health, and the South Coast Air Quality
Management District.
11.3 Environmental Requirements For purposes of this Agreement, the tern
"Environmental Requirements" means all applicable present and future laws, statutes,
regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations,
judicial, administrative and regulatory decrees, directives and judgments of all governmental
agencies, departments, commissions and boards having jurisdiction over the Property, relating to
the protection of human health or the environment, including, without limitation, all
requirements and regulations pertaining to reporting, licensing, permitting, investigating and
remediating emissions, discharges, releases or threatened releases of Hazardous Substances,
whether solid, liquid or gaseous in nature, into the air, surface water, or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Substances, whether solid, liquid or gaseous in nature.
11.4 Hazardous Substances For purposes of this Agreement, the term "Hazardous
Substances" means any hazardous. or toxic substance, material, or waste or chemical that is or
becomes regulated by any local or regional governmental authority, the State of California, or the
United States Government. Hazardous Substances include, without limitation, any material or
substance: (a) now or hereafter defined as a "hazardous substance," "hazardous waste,"
"hazardous material," "extremely hazardous waste,,, ,restricted hazardous waste" or "toxic
substance' or words of similar import under any applicable local, regional, state or federal law or
under the regulations adopted or promulgated pursuant thereto, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,42 U.S.C.
§§9601 et seq. ("CERCLA"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
§§6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 et seq.; the Clean
Air Act, 42 U.S.C. §§7401 et seq.; the Clean Water Act, 33 U.S.C. §§1251 et seq.; the Toxic
Substance Control Act, 15 U.S.C. §§2601 et seq.; the Federal Insecticide, Fungicide, and
Rodenticide Act, 7 U.S.C. §§ 136 et seq.; the Atomic Energy Act of 1954, 42 U.S.C. §§2014 et
seq.; the Nuclear Waste Policy Act of 1982,42 U.S.C. §§10101 et seq.; the California Hazardous
Waste Control Law, Cal. Health and Safety Code §§25100 et seq.; the Porter -Cologne Water
Quality Control Act, Cal. Water Code §§13000 et seq.; the Carpenter -Presley -Tanner Hazardous
Substance Account Act (Health and Safety Code, §§25300 et seq.); and the Medical Waste
Management Act (Health and Safety Code, §§25015 et seq.); or (b) which is toxic, explosive,
corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous,
and is now or hereafter regulated as a Hazardous Substance by any governmental authority,
agency, department, commission, board, agency or instrumentality of the United States, any
State of the United States, or any political subdivision thereof; or (c) which is a, pollutant,
contaminant or waste, whether solid, liquid or gaseous in nature; or (d) the presence of which on
the Property or any structures or improvements that may or may not exist on the Property causes
or threatens to cause a nuisance or trespass upon the Property or any structures or improvements
that may or may not exist on the Property or Other Real Property or poses or threatens to pose a
hazard to the health or safety of persons on or about the Property or any structures or
improvements that may or may not exist on the Property or Other Real Property or to the
15
environment; or (e) which contains gasoline, diesel fuel or other petroleum hydrocarbons; or (f)
which contains lead -based paint or other types of lead, or hazardous substances", PCBs or
asbestos or asbestos -containing materials or urea formaldehyde foam insulation; or which
contains radon gas.
11.5 Released Party. For purposes of this Agreement, the term "Released party, and
"Released Parties" means Seller, Seller's spouse, and Seller's heirs, personal representatives,
successors and assigns.
11.6 Other Contamination. For purposes of this Agreement, the term "Other
Contamination" means any Hazardous Substances which are on and after the Closing Date,
discovered to: (a) be present on, in or under the soil or groundwater of the Property; or (b) be
present on, in or under any structures or improvements which may or may not exist on the
Property; or (c) have migrated to the Property from any Other Real Property; or (d) have
migrated from the Property to any Other Real Property and were not located on, in or under the
Property prior to the. Closing.
11.7 Other Real Property. For purposes of this Agreement, the tern "Other Real
Property" means any real property other than the property, regardless of where located which is
directly or indirectly impacted by Hazardous Substances or Other Contamination coming from
the Property.
11.8 Remediation Work For purposes of this Agreement, the term "Remediation
Work" means any obligation or requirement imposed on or after the Closing Date by any
Environmental Agency, or by the final judgment of any court of competent jurisdiction, to: (a)
investigate or reduce (via remediation or otherwise) the specific soil and groundwater
concentrations of any Hazardous Substances or Other Contamination in, on or under the Property
or any structures or improvements that may or may not exist on the Property; (b) monitor the
movement of or remediate any Hazardous Substances or Other Contamination in the
groundwater under the Property or any structures or improvements that may or may not exist on
the Property; (c) monitor the movement of or remediate any Hazardous Substances or Other
Contamination in the soil underlying the Property or any structures or improvements that may or
may not exist on the Property, or (d) monitor the movement of or remediate any Hazardous
Substances or Other Contamination that may have migrated to the Property from any Other Real
Property; (e) monitor the movement of or remediate any Hazardous Substances or Other
Contamination that may have migrated from the Property or any structures or improvements that
may or may not exist on the Property to any Other Real Property.
11.9 Buyer's Post-Closine Indemnity Releases And Waivers• Subject to first applying
and exhausting the proceeds from the CGL Policy or any other insurance policy of Buyer, Buyer
hereby agrees to and shall save, indemnify, defend, protect and hold the Released Parties flee and
harmless from and against any and all suits, actions, legal or administrative proceedings, claims,
demands for actual damages, fines, punitive damages, losses, costs, liabilities, interest, attomey's
fees, expenses, injuries to persons or property, obligations, judgments, including,.but not limited
to, any such attorneys' fees, costs and expenses, and expert witness fees incurred in enforcing this
Section 11.9 arising therefrom or related thereto set forth in: (i) any claim or cause of action
brought by any third party or entity or brought by any Environmental Agency for breach or
16�/`,/
/1 ' Il
violation of any Environmental Requirements, which claims or causes of action directly or
indirectly relate to or arise out of the presence of any Hazardous Substances or Other
Contamination in, on or under the Property or any structures or improvements that may or may
not exist on the Property or Other Real Property; or (ii) or any claims or causes of action against
the Released Parties first resulting after the Closing from or first arising after the Closing out of,
and in any way connected with injury to or the death of any persons (including, without limitation,
any Released Party) or physical damage to property of any kind wherever located and by
whomever owned (including, without limitation, that of any Released Party) first arising after the
Closing out of and in any way connected with Seller's ownership, use or operation of the
Property, notwithstanding any acts or omissions of the Released Parties or the active or passive
negligence of the Released Parties. Despite the immediately preceding clause (ii), nothing in the
preceding clause (ii) shall limit the indemnity in the preceding clause (i) with respect to any
claims or causes of action as described in preceding clause (i). The Parties intend this Section 11.9
to apply to any loss, liability, damage, injury or expense for the Property or any structures or
improvements that may or may not exist on the Property or other Real Property. Seller shall notify
Buyer in writing promptly upon obtaining knowledge of any claim, litigation, administrative
proceeding, action, or demand or threatened claim, litigation, administrative proceeding, action, or
demand which may be the subject of an indemnification claim under this Section 11.9 and,
notwithstanding anything herein to the contrary, Buyer shall have the right to require Seller to
tender the defense of such claim, litigation, administrative proceeding, action, or demand to Buyer'
and to allow Buyer to defend the same with counsel reasonably satisfactory to Seller (provided
Buyer shall have agreed to pay in full the cost of such defense). Conditioned upon and subject to
the Closing of Escrow and conveyance of the Property to Buyer, and subject to fast applying and
exhausting the proceeds, if any, from Buyer's CGL Policy, Buyer hereby agrees to and shall
release the Released Parties from and against any and all losses, damages, injuries to persons or
property, obligations, liabilities, costs (including, but notlimited to, attorneys' fees, costs and
expenses, and expert witness fees) set forth in any claim, proceeding, or cause of action brought
by any third party or entity or brought by any Environmental Agency for breach or violation of
any Environmental Requirements, or for Remediation Work, which claims or causes of action
directly or indirectly relate to or arise out of the presence of any Hazardous Substances or Other
Contamination in, on or under the Property or any structures or improvements that mayor may
not exist on the Property. Buyer hereby releases, waives and forever relinquishes all (100%) of
its right to make, file or pursue any claim(s) or cause(s) of action against any of the Released
Parties with respect to any Hazardous Substances or Other Contamination in, on or under the
Property or any structures or improvements that may or may not exist on the Property. The
provisions of this Section 11.9 shall survive the Closing.
11.9.1 Release. From and after Closing, Buyer hereby waives, releases, remises, acquits,
relinquishes and forever discharges all (1001/o) of its right to make, file or pursue any claim(s) or
cause(s) of action against any of the Released Parties with respect to the presence of any
Hazardous Substances or Other Contamination on, in or under the soil or groundwater
underlying the Property, or on, in or under any structures or improvements that may or may not
exist on the Property or on, in or under any Other Real Property, and Buyer hereby waives,
releases, realises, acquits, relinquishes and forever discharges the Released Parties of and from
any and all suits, causes of action, legal or administrative proceedings, claims, demands, actual
damages, punitive damages, losses, costs, liabilities, interest, attorney's fees, and expenses of
whatever kind and nature, in law or in equity, known or unknown, which Buyer ever had, now
17 7YJ
has, hereafter can, shall or may have or acquire or possess, or arising out of or in any way
connected with, (i) Seller's use, maintenance, ownership, and operation of the Property and any
structures or improvements that may or may not exist on the Property prior to Closing, or (ii) the
condition, status, quality, nature, contamination, if any, of and environmental state of the
Property, or (iii) the presence of any Hazardous Substances or Other Contamination on, in or
under the soil or groundwater underlying the Property, or on, in or under any structures or
improvements that may or may not exist on the Property or in or under any Other Real
Property.
Despite anything in this Section 11.9 to the contrary. (a) Buyer does not waive, release remise,
acquit," relinquish or discharge any claims or rights of any nature, arising out of any breach of the
representations and warranties of the Seller in this Agreement or the documents to be sid and
delivered by Seller in connection with the Closing; (b) gneBuyer does not agree to indemnify,
defend, hold Seller harmless against, waive release, remise, acquit, relinquish or discharge any
claims or rights of any nature, arising out of the migration or release of Hazardous Substances
from the property to any other Real Propertyif such Hazardous Substances migrated to Other
Real Property prior to the Closing and was not discovered by Buyer despite Buyer conducting a.
thorough and complete Assessment; and (c) Buyer does not agree to indemnify, defend, hold
Seller harmless against, waive release, remise, acquit, relinquish or discharge any claims or
rights of any nature, arising out of third -party personal injury claims associated with the prior use
of the Property as a mobile home park.
It is the intention of this Section 11.9 that except as otherwise provided in this Section 11.9, any
and all responsibilities and obligations of Seller, and any and all rights or claims of Buyer, its
successors and assigns and affiliated entities or agencies, arising by virtue of any physical or
environmental condition of the Property or any structures or improvements that may or may not
exist on the Property are by this release provision declared null and void and of no present or
future effect as to such parties. Buyer agrees to waive the benefits of Section 1542 of the
California Civil Code, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXBCUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR
Seller and Buyer have each initialed below this Article 11 to further indicate their
awareness and acceptance of each and every provision of this Agreement and the sections within
Article 11. The provisions of the sections of this Article 11 shall survive Closing.
Seller's Initials: Buyer's hritial 7/0�OL
12 CONDE�ATION
18
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In the event that, prior to the Close of Escrow, any governmental entity shall threaten in
writing, commence any proceedings of or leading to eminent domain or similar type proceedings
to take all or any portion of the Property, or make any offer to Seller to purchase the Property or
any portion thereof in lieu of such a taking; the Seller shall give prompt notice thereof to Buyer,
whereupon Buyer and Seller shall promptly meet and confer in good faith to evaluate the effect
of such action on the purposes of this Agreement and within ten days following such meeting
either Buyer may terminate this Agreement and receive a full refund of the Deposit together with
Payment all interest accrued thereon. If Buyer does not elect to terminate this Agreement, Buyer
shall be paid all compensation for the taking or sale, or an assignment of the Seller's rights to the
same if not yet paid.
13.TAX DEFERRAL.
Buyer is aware that it is the intent of Seller to have this acquisition completed as a tax
defernd exchange pursuant to Sections 1031 of the Internal Revenue Code of 1986, as amended.
Buyer agrees to an assignment of this Agreement by Seller is connection with Seller's tax -
deferred exchange, and Buyer agrees to cooperate with Seller and any other involved investor
parties in order to effectuate such an exchange or exchanges at no cost or liability to Buyer.
Similarly, Seller agrees to cooperate with Buyer and any other involved investor parties in order
to effectuate such an exchange or exchanges by Buyer at no cost or liability to Seller.
14.COVENANTS.
14.1 Covenants of Seller. Seller agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
14.1.1 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);
14.1.2 Seller shall not convey, grant, lease, rent, license, concession, assign,
mortgage, hypothecate, encumber, sell, grant an option, right of first refusal, exchange or
otherwise transfer or dispose (on or off record) the Property or any part thereof or interest
therein; nor agree to do so;
14.1.3 Seller shall not alter the physical condition of the Property or introduce or
release, or permit the introduction or release, of any Hazardous Substances in, from, under, or on
the Property;
14.1.4 Prior to Closing, Seller shall maintain Seller's existing insurance on the
Property.
14.2 Covenants of Buyer. Buyer agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
14.2.1 With respect any damage to the Property resulting from the Buyer's
Assessment, Buyer shall substantially restore the Property to I condition (excepting ordinary
wear and tear) which existed prior to the Buyer's Assessment within fifteen (15) days of
termination of this Agreement by either party; and
19
14.2.2 Buyer shall not alter the physical condition of the Property except to
conduct Buyer's Assessment under the terms and conditions provided in Section 2.2 and Buyer
shall reasonably restore the Property to its pre-existing physical condition pursuant to Section 2.2
following Buyer's Assessment.
14.2.3 Buyer shall indemnify, defend and hold Seller harmless from any
environmental claims to the extent arising on account of Buyer or Consultants alteration of the
physical condition of the Property or introduction or release, or causing the introduction or
release, exacerbation, or causing the release of any Hazardous Substances or Other
Contamination in, from, under, or on the Property or any Other Real Property resulting from
Buyer's Assessment, or the Buyer's or Consultants' physical access onto the Property, or
investigation activities pursuant to the provisions of Section 2.2. Nothing contain in this
Agreement shall obligate the Buyer to indemnify, defend of hold the Seller harmless from any
environmental claim asserted by third parties, except as otherwise expressly provided for in this
Agreement.
15.REPRESENTATIONS AND WARRANTIES
15.1 Seller's Representations There are no representations, agreements, arrangements,
or circumstances, oral or written, between the parties relating to the subject matter contained in
this Agreement that are not fully expressed in the Agreement, and Seller has not made and does
not make any representation or warranty concerning any matter or thing affecting or relating to
the Property not expressed in this Agreement or the documents, if any, to be delivered by Seller
at Closing. .
15.1.1 Based on Seller's and Seller's spouse's personal and hearsay knowledge
only, Seller makes the follpwing representations and warranties concerning the Property, all of
which are true as of the Effective Date of this Agreement and will be true and correct as of the
Closing and none of which shall survive the Closing:
15.1.2 Physical Condition OfPropertv.. Except as specifically set forth in this
Agreement, Seller has not made and does not make any representations as to the physical
condition of the Property and Seller makes no express or implied warranty with respect to the
condition of the Property or any structures or improvements which may or may not exist on the
Property. Seller makes no oral or written representation regarding the precise size and square
footage of the Property or the location of the Property boundary lines.
15.1.3 Title. Seller makes no representation as to potential clouds on title and
Buyer agrees, to the extent necessary, to investigate such matters to satisfy itself concerning.
these issues. Buyer is deemed to have knowledge (actual, constructive and implied) of any lis
pendens or other cloud or potential cloud to title against the Property if reflected in the
Preliminary Title Report and any such cloud or encumbrance relating to the Heritage Suit. Buyer
shall have no obligation to take title subject to the. Heritage Suit, should Seller fail to obtain and
I1
20
consummate the Heritage Suit Settlement Agreement, unless Buyer elects to not terminate this
Agreement pursuant to Section 2.1.4.
15.1.4 Seller's Disclaimer. Except as otherwise expressly set forth in this
Agreement, Seller makes no representation, warranty or covenant, express or implied, regarding
the Property or matters affecting the Property.
15.2 Buyer's Representations Warranties and Disclosures. As a material inducement to
Seller to execute this Agreement and to sell the Property to Buyer, Buyer makes the following•
representations, warranties and disclosures to Seller upon which Seller has retied and will
continue to rely, all of which are true as of the Effective Date of this Agreement and will be true
and correct as of the Closing and each of which shall survive the Closing Date and recordation of
the Grant Deed. In the event that, during the term of this Agreement, a change in circumstance
should occur that Buyer is made aware of which would then cause any of Buyer's below
covenants, representations, warranties and disclosures to be materially inaccurate if they were
made as of that date, Buyer shall advise Seller in writing of such change in circumstance within
ten (10) days from the date upon which Buyer discovers such material inaccuracy.
Notwithstanding anything to the contrary set forth elsewhere in this Agreement, Seller shall have
the right, within ten (10) days from receipt of such notification from Buyer to notify Buyer in
writing of Seller's election to terminate this Agreement without any liability to Seller.
15.2.1 Investigation. Buyer has conducted or will conduct an independent
investigation with respect to zoning and subdivision laws, ordinances, resolutions, and
regulations of all governmental authorities having jurisdiction over the Property, and any
planned use and improvement of the Property, and Seller has not made representations to Buyer
on any of these matters.
15.2.2 "AS IS WHERE IS". BUYER ACKNOWLEDGES THAT IT HAS
AGREED TO ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE ON
AN "AS IS" BASIS. SELLER AND BUYER AGREE THAT THE PROPERTY SHALL BE
SOLD "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET-OFF OR
REDUCTION IN THE PURCHASE PRICE AND EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT OR THE DOCUMENTS TO BE DELIVERED BY THE SELLER AT
CLOSING, SUCH SALE SHALL. BE WITHOUT REPRESENTATION OR WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION,
WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND SELLER
DISCLAIMS.AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY.
Buyer acknowledges that it is purchasing the Property in its "AS IS" condition which exists at
the Closing Date, in part in reliance on Buyer's own investigation and inspection of the Property,
and no representations or warranties of any kind whatsoever, express or implied, have been
made by Seller or Seller's agents except as expressly set forth in this Agreement or the
documents to be delivered by the Seller at Closing,. Buyer represents and warrants that (a) it
assumes the risk that Buyer's investigation and Assessment may not have revealed an adverse
condition (including, but not limited to, the presence of Hazardous Substances and Other
Contamination) relating to the Property, and (b) after the Closing Buyer shall be deemed to
have waived any and all objections to the condition of the Property, and to the presence of any
21
Hazardous Substances or Other Contamination on, in or under the soil or groundwater
underlying the Property, or on, in or under any structures or improvements that may or may not
exist on the Property or on, in or under any Other Real Property, except any objections arising
from a breach of the representations and warranties of the Seller in this Agreement or the
documents to be delivered by Seller at Closing. Buyer acknowledges that (i) Buyer or its
principal is a sophisticated investor, knowledgeable and experienced in the financial and
business risks attendant to an investment in real property and completely capable of evaluating
the merits and risks of entering into this Agreement and purchasing the Property; (ii) Buyer is
planning to hire a Environmental Professional (as defined in 40 CFR 312.10[b]) knowledgeable
about Hazardous Substances and Environmental Requirements and is experienced in acquiring
real property and evaluating whether such real property may be contaminated with Hazardous
Substances and is complying with Environmental Requirements; and (in) Buyer has not received
from Seller any accounting, tax, legal, architectural, engineering, environmental, property
management or other advice regarding this transaction or the Property and Buyer is relying upon
the advice of its own advisors.
15.2.3 No Representations Regarding Laws. Buyer is purchasing the Property
subject to all existing and future laws, ordinances, rules and regulations, Seller nor any of
Seller's employees, agents, heirs, personal representatives, successors, assigns, beneficiaries,
and/or attorneys have made any warranties, representations or statements regarding (a) the
availability of any development approvals, or (b) except as expressly set forth in this Agreement
or the documents to be delivered by the Seller at Closing, the effect of laws, or regulations of any
governmental entity or agency having authority with respect to the ownership, possession,
development, occupancy, condition and/or use of the Property.
15.2.4 No Representations Regarding Property Information. Buyer confirms that
except as expressly set forth in this Agreement or the documents to be delivered by the Seller at
Closing, Seller has made no representations or warranties regarding the accuracy or
completeness of any information relating to the property.
15.2.5 Buyer to Rely on Own Consultants. Buyer is in part relying upon its own
experts with respect to the physical, environmental, economic and legal condition of the
Property, including, without limitation, the compliance of the Property with laws and
governmental regulations.
15.2.6 Confidentiality. All information acquired as a result of Buyer's
investigation, Assessment and contemplated purchase of the Property and all communications
with the Seller regarding the purchase of the Property shall be held confidential and not
otherwise disclosed to third parties except for disclosures as required by Law or pursuant to the
provisions of Section 2.2.1. Buyer shall inform all Consultants that he or she is subject to this
provisions of this Section 15.2.6 and Section 2.2.1, which provisions shall survive the
termination of this Agreement but shall not survive the Closing.
152.7 Physical Condition of Property. Buyer warrants that Buyer is a
sophisticated owner of real property and familiar and experienced with requirements for the .
ownership of large parcels of real property. Buyer will examine the Property, and its physical
condition, and accepts the Property in an as is condition. Buyer understands that Seller has not
22 —
made and does not make any representations as to the physical condition of the Property except
as expressly set forth in this Agreement and the documents to be delivered by Seller at Closing.
The Property and any structures or improvements which may or may not exist on the Property
have been subject to normal wear and tear.. Buyer understands that Seller makes no express or
implied warranty with respect to the condition of the Property or any structures or improvements
which may or may not exist on the Property except as expressly set forth in this Agreement and
the documents to be delivered by Seller at Closing. Buyer understands that Seller makes no oral
or written representation regarding the precise size and square footage of the Property or the
location of the Property boundary lines. Apparent boundary line indicators such as driveways,
fences, hedges, walls, or other barriers, if any, may not represent the true boundary lines. Only a
surveyor can determine the actual boundary lines. If any of these issues are important to Buyers
decision to acquire, then Buyer should investigate the Property independently. Buyer
acknowledges that it has not relied upon any representations by Seller with respect to the
condition of the Property or any structures or improvements which may or may not exist on the
Property, the status of permits, zoning, or code compliance. Buyer is to satisfy itself concerning
these issues.
15.2.8 Title. Buyer is deemed to have knowledge (actual, constructive and
implied) of the cloud or potential cloud to title against the Property arising out of the Heritage
Suit, to the extent such is not resolved and Buyer elects to not terminate this Agreement pursuant
to Section 2.1.4. 1
16.MISCELLANEOUS
16.1 Assignment. Buyer shall have the right, prior to Closing, without the necessity of
obtaining the consent of the Seller, to assign its rights, duties and obligations hereunder, in whole
but not in part, (a) to any entity in which the Buyer's principals, directly or indirectly, control the
assignee, (b) any entity designated by the City of La Quinta or the La Quints Redevelopment
Agency, or (c) to any third party or entity either of which must have (as of the date of said
assignment) a net worth at least equal to or greater than the net worth of Buyer on the same date,.
However, Buyer shall deliver written notice of said assignment to Seller not less than ten days in
advance of Closing. Said notice must (i) identify the name, principal business address, phone
number, facsimile number, and name of the main contact person of the assignee, and (ii) if made
pursuant to the preceding clauses must contain: (x) a copy of the proposed assignee's unaudited
financial statements for the most recent period for which such statement is available, certified to
be true and correct by an authorized representative of the assignee, and (y) a certificate of the
Buyer signed by an authorized representative of Buyer that the net worth of the assignee, as
indicated in the financial statements submitted with the notice, is equal to or greater than the net
worth of the Buyer as of said date. In the event of any such assignment, Buyer shall not be
relieved of any obligation or liability under this Agreement. Notwithstanding the foregoing,
Buyer and Seller shall have the right to assign their respective interest in this Agreement at any
time, without the consent of the other to any qualified intermediary to effect an Internal Revenue
Code Section 1031 tax deferred exchange.
16.2 Not For Benefit of Third Parties. No provision of this Agreement is intended nor
shall in any way be construed to benefit any party not a signatory hereto or to create a third party
beneficiary relationship; provided, however, that notwithstanding the foregoing, the Released
23 ��
Parties shall be express third party beneficiaries with respect to the matters set forth in this
Agreement which specifically and expressly run to the Released Parties' benefit.
163 Attomev'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.
16.4 Notices. All notices, demands, consents and approvals under this Agreement shall
be in writing and effective upon personal delivery if a signed receipt is obtained; by overnight or
second business day delivery to the designated address by Fed Ex or other nationally recognized
courier service, or 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 or certified, postage fully prepaid and addressed to the respective parties
as set. forth below or as to such other address within the United States or Canada as the parties
may from time to time designate in writing:
To Seller: Anne L Mazzella
104 South Newport Drive
Napa, California 94559
Facsimile: (707) 259-0773
Copy to: Sedgwick, Detert, Moran & Arnold LLP
3 Park Plaza, 17th Floor
Irvine, CA 92614-8540
Attn: Geoffrey V- Wills, Esq..
Facsimile: (949) 852-8282
To Buyer: Desert Cities Development, Inc.
46-735 Adams Street
La Quinta, CA 92253
Attn: Michael L Shovlin
Facsirimile: (760) 771-0686
Copy to: Mark Tipperman, Esq.
1108 Adams Avenue
La Grande OR 97850
Facsimile: (541) 962-6230
16.5 Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
16.6 eadin . 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.
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16.7 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 Silperior Courts of the State of California
in and for the County of Riverside, or such other appropriate court in such county, shall have
exclusive original jurisdiction of any litigation between the parties concerning this Agreement.
Service of process on Buyer and Seller 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.
16.8 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.
16.9 Survival. This Agreement and all exhibits attached hereto, all covenants to be
performed by Buyer after the Closing, and, except as otherwise expressly set forth herein, all
indemnities, representations and warranties of Buyer contained herein other than those of Seller,
shall survive the Closing Date and shall remain a binding contract between the parties hereto.
16.10 Time of Essence. Time is of the essence of this Agreement and of each and every
tern and provision hereof, it being understood that the parties hereto have specifically negotiated
the dates for the completion of each obligation herein.
16.11 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.
16.12 Broker's/Consulting Fees. Seller and Buyer represent and wan -ant to the other that
neither Buyer nor Seller has employed any real estate broker or finder to represent its interest in
this transaction. Each party severally agrees to indemnify, defend 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 broker's commission in connection with the sale contemplated by this Agreement
arising out of agreements by the indemnifying party to pay any commission or other
compensation to any third party.
16.13 DunliCate Originals. This Agreement may be executed in any number of duplicate
originals, all of which shall be of equal legal force and effect.
16.14 Severability. If any term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extant, 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 tam, covenant or.condition of this .
Agreement shall be valid and enforceable to the fullest extent permitted by law.
25
16.15 Memorandum of Purchase Agreement. Substantially concurrent with the execution
of this Agreement, Buyer and Seller shall execute, acknowledge and deliver to Escrow for
recordation a Memorandum of Purchase Agreement in the form attached hereto as Exhibit "G"
(the "Memorandum'). Escrow Holder is hereby instructed by Buyer and Seller to immediately
record the Memorandum in the Official Records of Riverside County following receipt thereof
and to provide conformed copies of the recorded Memorandum to Buyer and Seller. In the event
this Agreement is terminated for any reason other than Seller's default hereunder, Buyer shall,
within three (3) business days from written request, execute, acknowledge and deliver to Seller
for recordation a quitclaim deed or other documentation as may be reasonably required by Seller
and/or Title Company in order to terminate the Memorandum and eliminate Buyer's interest in
the Property pursuant to this Agreement from the public record
16.16 Exhibits.. The following exhibits are attached hereto and incorporated herein by
this reference:
Exhibit "A"
Legal Description of Property
Exhibit "B"
Constraints Map
Exhibit "C".
Carryback Note
Exhibit 'D"
Canyback Deed of Trust
Exhibit "E"
Grant Deed
Exhibit' F"
Non -Foreign Affidavit
Exhibit "G"
Memorandum of Purchase Agreement
16.17 Authority to Enter Agreement. The parties hereto represent and warrant that (i)
such party is duly organized and existing, (ii) the individuals signing this Agreement on behalf of
such party 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.
16.18 Entire Agreement: Amendment Except as set forth above, this Agreement and the
exhibits incorporated. herein contain the entire agreement of Buyer and Sella with respect to the
matters contained herein, and no prior agreement or understandingpertaining to any such matter
shall be effective for any purpose. No provisions of this Agreement may be amended or
modified in any manna whatsoever except by an agreement in writing signed by duly authorized
officers or representatives of each of the parties hereto.
16.19 Time. Time is of the essence in the performance of the parties' respective
obligations under this Agreement.
16.20 Relations. Notwithstanding anything to the contrary contained herein, this
Agreement shall not be deemed or construed to make the parties hereto partners or joint
venturer;, or. to render either party liable for any of the debts or obligations of the other, it being
the intention of the parties to merely create the relationship of Buyer and Seller with respect to
the Property as contemplated hereby.
26 /�
16.21 Facsimile Signatures. Signatures of the parties transmitted by facsimile shall be
deemed binding. However, each party agrees to submit their original signature to the other party
within five (5) business days after execution hereof.
16.22. Default.
"Default" means unless the context clearly indicates otherwise, means (x) a party
("Defaulting Party") breaches one or more of its material obligations, representations or
warranties in this Agreement, (y) the other party who is not in Default ("Non -Defaulting
Party'l gives the Defaulting Party notice specifying the breach ("Notice Of Breach"), and (z)
the Defaulting Party fails to cure the breach specified in the Notice of Breach within ten days
after the date the Notice of Breach is given; provided, however if the breach consists of the
failure to fulfill an obligation to be performed at Closing or a breach of a representation or
warranty as of the scheduled Closing Date, the Defaulting Party fails to cure the breach specified
in the Notice of Breach within two business days.
If Buyer Defaults hereunder, Seller may terminate this Agreement by giving written
notice to Buyer and any Deposit or Total Deposit shall be paid to Seller, who shall be entitled to
receive and retain the same as and for liquidated damages; and this Agreement shall thereupon
become null and void, it being the understanding and the agreement of the parties that the actual
damages sustained by the Seller in the event of Buyer's default are difficult, if not impossible, to
ascertain and that such liquidated damages are fair and equitable. It is agreed that said liquidated
damages are the Seller's exclusive remedy for Buyer's failure to perform any of its obligations
under this Agreement.
In the event that Seller refuses or fails to close or perform its obligations under this
Agreement, Buyer may either (a) seek monetary damages, prevailing parry's attorneys fees and
related out of pocket expenses; or (b) declare this Agreement null and void and receive the return
of the Deposit or Total Deposit and any interest earned thereon, plus Buyer's actual out of pocket
expenses not to exceed $50,000.00 in the aggregate. Notwithstanding the foregoing Buyer may
seek specific performance, prevailing parry's attorneys fees and related out of pocket expenses in
the event Seller: (i) fails to deliver to the Escrow Agent, any of the documents required bf the
Seller in Section 5.2, by the date and time required in Section 5.2; (ii) after the date of this
Agreement, Seller encumbers the Property; or (iii) Seller sells or conveys the Property to any
third party. Any action for specific performance must be filed within thirty (30) days after the
Buyer receives notice that the applicable grounds for specific performance exist. All costs and
expenses, including reasonable attorney's fees incurred by the prevailing party of an action for
specific performance, shall be bome by the unsuccessful party.
16.21. Expiration And Acceptance. This offer shall remain open for acceptance until
noon. Pacific time on December 4, 2006, and a signed copy shall be returned to Buyer upon and
to constitute acceptance.
16.22. Attome s' Authority. Without the signature of either party, the attorneys for the
parties may by an express agreement between the attorneys, evidenced in an exchange of
correspondence, a -mails or letter agreement, shorten or extend any deadline in this Agreement,
or modify or waive any provision of this Agreement in any instance or outrig—K andbindtheir `
(!d
27
respective clients for the purposes of agreeing in writing on exhibits not appended to this
Agreement; provided, however, that the parties' attorneys shall have no authority to waive or
modify any economic terms.
16.23.OFAC Certification Under penalty of perjury, each party ("Certifying
Party") severally certifies that neither the Certifying Party nor any of the Certifying Party's
respective affiliated persons and entities is or will be an entity or person (i) that is listed in the
Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on
September 24, 2001("E013224'J, (ii) whose name appears on the United States Treasury
Department's Office of Foreign Assets Control ("OFAC') most current list of "Specifically
Designated National and Blocked Persons" (which list may be published from time to time in
various mediums including, but not limited to, the OFAC website,
http:www.trew.gov/ofacttl Isdn.pdf), (iii) who commits, threatens to commit or supports
"terrorism", as that term is defined in EO 13224, or (iv) who is otherwise affiliated with any
entity or person listed above (any and all entities or persons described in the preceding clauses (i]
- (iv] above are collectively referred to as a "Prohibited Person"). Certifying Party covenants and
agrees that neither Certifying Party nor any of Certifying Parry's respective affiliated persons
and entities will knowingly (i) conduct any business, nor engage in any transaction or dealing,
with any Prohibited Person, including, but not limited to, the making or receiving of any
contribution of funds, goods, or services to or for the benefit of a Prohibited Person, or (ii)
engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224.
Certifying Party shall upon the request of the other party, deliver (from time to time and at
Closing) to the other party any such certification or other evidence as may be reasonably
requested by the other party, confirming that (x) neither Certifying Party nor any of Certifying
Party's respective affiliated entities and persons is a Prohibited Person, and (y) Certifying Party
has not engaged in any business, transaction or dealings with a Prohibited Person, including, but
not limited to, the making or receiving of any contribution of funds, goods, or services, to or for
the, benefit of a Prohibited Person.
16.24 Deadlines. If the date for performance of any act or any deadline under this
Agreement falls on a Saturday, Sunday or federal holiday, the date for such performance or
deadline shall automatically be extended to the first succeeding weekday which is not a federal
nor a West Virginia holiday. If either party ("Tardy Party") fails to perform any act required of
the Tardy Party by this Agreement by the date performance is due, the other party shall have the
right to delay performance of any act (including without limitation intended, its obligation to
consummate the Closing) which was in any manner dependent upon the Tardy Patty's
performance, for a period of time equal to the number of days that elapsed between the date that
Tardy Party's performance was due and the date the Tardy Party's performance was rendered:
16.25. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which taken together, shall constitute one and the same
instrument.
16.26. Limitations of Liability. Despite any other provision of this Agreement to the
contrary (i) except for the express indemnity obligations of the Buyer in this Agreement, under
no circumstances shall the Buyer have any liability arising out of any default except the Earned
28
Deposit and. (ii) no principal, officer, manager member, agent or representative of the Buyer
shall have any liability or obligation arising out of this Agreement or the sale of the Property,
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that they have
read this Agreement, understands it, and hereby executes this Agreement to be effective as
of the day and year first written above, in Riverside County, California.
"Seller"
Date: 2006
ANNE J. MAZZELLA
`Buyer"
Date: .2006 DESERT CITIES DEVELOPMENT, INC.,
a California corporation
By �
Name: NMHAELJ O
Title: President
[SIGNATURE PAGE CONTINUES ON FOLLOWING PAGE]
2-86-1996 8.8G4N - FRO4
P. 3
Wa
. 14CC hh9ftaao�7ll�y ao 4°� kgowu +flare Mateguys} .
tatiaaalfe AFt' a'thedbMd'Pmparty,
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�0. RMnfda(S"ICanfolwi.
"9eaer'
Date 2006
ANNEIAk
.F t,LA
'Buyef
Data;
2w DE9BRTcrfm DEVE(.OPMBNT, INC.,
a Cauromia eapwatba -
BY
,Ic1.9HOVL[N
Pawdd
I9IGNATURE PAGE CON7 VWU ON FOILOWI Q PAGBI
29
i
ESCROW AGENT ACKNOWLEDGEMENT:
Escrow Number , t 4j-Lv.
Escrow Agent acknowledges receipt of a copy of this Agreement, and the Deposit in the ot
Of One Hundred Thousand Dollars and No Cents ($100,000.00), and agrees to act as Escrow amun
Agent for the transaction on the terms set forth in this Agreement.
Commonwealth Land Title Company
78-982 Highway 111, #1-B
La Quinta CA 92253
Telephone: (760) •
Facsimil 760 •
Email•. �((�K{i�r(A�(1Y1(((4�y1. (���?!'tc
By
Print'D
Title•
Date: 2006
Iry
30
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The land situated in the City of La Quinta, in the County of Riverside, State of California,
described as follows:
[Tide to Provide].
• � f
Re No: 07550538
EXHIBIT "A"
All that certain real property situated In the County of Riverside, State of
California, described as follows:
The West half of the East half of the Northwest Quarter of the Southeast Quarter
of Section 29, Township 5 South, Range 7 East,
1856. San Bernardino Base and
Meridian, as shown by United States Government Survey, approved July 15,
Excepting therefrom that portion deeded to the State of California by deed
recorded May 23, 1968 as Instrument No. 48111,
Said property Is also shown on Records of Survey on file In Book 15, Page 12 of
Records of Survey, Riverside County Records.
The East y: of the West ya of the Northwest y4 of the Southeast y4 of Section 29,
Township 5 South, Range 7 East, San Bernardino Meridian, according to the
Offldal Plat thereof.
Except that portion described In Deed to the State of California recorded May 20,
1968 as instrument No. 46897 of Official Records of Riverside County, California.
Page 3
EXHIBIT "B"
CONSTRAINTS MAP
[SEE FOLLOWING PAGES]
I
CONSTRAINTS MAP
AREA TABLE
TOTAL CROSS = 19.97J AG
15' SLOPE EASEMENT- a228 AG
6' WATER EASEMENT = 0.091 AC
.,..w,.1�1w. ow1vmAmr
— — — — EASEMENT UNE
AO 6''WA" PIPELINES PER DOC RECORDED 11/3/1941, 8K 522, PG 69
08 15' SLOE EAS£WENT PER DOG RECORDED 512011968 AS INSTRUMENT / 46897
AND PER DOG RECORDED 512JY1968 AS INSTRUMENT t 48111
SCALE.•
CONSTRAINTS MAP �s-omss
CONSTRUCTION TESTING & ENGINEERING, INC. APN 649-030-016 &
1innoSFllaioinw441 oiN- UITacesi 649-030-017 ._ ,_
EXHIBIT "C"
C_ARRYBACK MOTE
[SEE FOLLOWING PAGES]
le,
PROMISSORY NOTE SECURED BY DEED OF TRUST
$10,000,000.00 NAPA, cALiFoRxtA
200 ("EFFEcr[ve DATE')
FOR VALUE RECEIVED, DESERT CITIES DEVELOPMENT, INC., a Califomia
corporation ("Maker'), hereby promises to pay in lawful money of the United States to the order
of ANNE J. MAZZELLA , an individual and her successors and assigns ("Payee'), at 104 South
Newport Drive, Napa, California 94559, or at such other place as may be designated in writing
by Payee, the principal sum of TEN MILLION AND NO/100 DOLLARS (S10,000,000.00),
together with interest on the unpaid principal balance hereof as determined below, from the date
hereof until paid in full.
I. MATURITY DATE: All unpaid principal plus accrued but unpaid interest due and
owing on this Promissory Note Secured by Deed of Trust ("Note) shall be due and payable one
year (comprised of 365 calendar days) from the Effective Date ("Maturity Date').
2. SECURITY. Repayment of this Note is secured by that certain Deed of Trust and
Assignment of Rents of even date herewith, by and between Maker (as Trustor) and Payee (as
Beneficiary) (the "Deed of Trust'). The Deed of Trust is recorded as a first and paramount
mortgage lien and encumbrance against those certain two (2) parcels of unimproved real
property located on the south side of Highway 111, between Dune. Palms Road and Jefferson
Avenue in the City of La Q4inta, County of Riverside, State of California, consisting of
approximately 19.9 acres, with Assessor's parcel numbers 649-030-016 and 649-030-017 ("Real
Property'). The Real Property is more particularly described in the Deed of Trust. Capitalized
terms not defined herein shall have the same meaning as in the Deed of Trust.
3. INTEREST. Interest shall accrue from and including the Effective Date hereof on the
principal balance of this Note remaining from time to time unpaid at the rate per annum equal to
the Variable Interests Rate (defined immediately below). For purposes of this Note, the
following terms shall have the following meaning:
(a) "Prime Rate" means, on any day, the prime bank leading rate per annum quoted by
The Wall Street Journal in its "Money Rates" table on the business day immediately prior to the date
of this Note, and adjusted thereafter monthly, on the first day ofeach successive month from the
Effective Date thereafter until the Maturity Date of this Note. If the first day of each successive
month is a business day, the prime rate per annum shall be such prime rate that is quoted in that day's
edition of The Wall Street journal in it "Money. Rates" table; or, if the first day of each successive
month, is not a business day, then such prime rate that is quoted in the immediately preceding
business day's edition of The Wall Street Journal.
(b) "Variable Interest Rate" means, on any day, a simple rate of interest per annum
equal to one and one-half percent (1.5%) in excess of the Prime Rate for that day. Without notice to
,1
-1-
Maker or anyone else, the Variable Interest Rate shall automatically fluctuate upward and downward
as and in the amount by which the Prime Rate fluctuates.
(c) "Default Rate" means, on any day, a rate of interest which is five percentage points
(5%) per annum above the Variable Intetest Rate that would otherwise be applicable hereunder.
4. PAYMENTS OF INTEREST AND P tN)�, CI -AL.
a. MonthlyPa enk 2f Interest Only. All unpaid principal outstanding hereunder
shall bear interest at the Variable Rate with interest -only payments for such accrued interest due
and payable monthly, commencing on the fast day of the month immediately following the
Effective Date and continuing on the first (I st) day of each consecutive month thereafter until the
unpaid principal balance is paid in full on the Maturity Date. The Variable Interest Rate as it
adjusts each month shall be multiplied by the unpaid principal balance of the Note on the last
business day of each month during the twelve (12) month period between the Effective Date and
the Maturity Date to establish the amount of the next month's interest -only payment which shall
be due and payable to Payee on the first business day of each successive month.
b. Payments of Principal. The unpaid principal balance of this Note, together with
all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date,
unless earlier due, owing or paid pursuant to the provisions of this Note.
THIS NOTE HAS A BALLOON PAYMENT ON THE MATURITY DATE.
This Note does not evidence a line of credit and Maker shall not be permitted to repay
and reborrow any amounts hereunder.
5. LATE PAYMENT CHARGE. If all or any portion of any payment shall not be received
by Payee by itsdue date, Maker shall pay an additional charge equal to five percent (5.00°>e) of
the delinquent portion of such payment to defray the expense incurred by Payee in handling and
processing such delinquent payment and to compensate Payee for the loss of the use of such
delinquent payment.
6. . APPLICATION OF PAYMENTS. Each payment received by Payee shall be applied,
first, to any charges, fees, or costs or expenses associated with any delinquent payments which
may be past due and owing hereunder, then to current interest then accrued and due on the
amount outstanding under this Note, and, last any additional sum shall b applied to the
principal amount outstanding under this Note.
7. PREPAYMENT- This Note may be prepayable in full or in part from at anytime and
time to time without penalty or premium. Amounts paid or prepaid may not be reborrowed.
Any such prepayment shall be applied first; to any fees or charges due hereunder, second, to any
accrued interest, and third, to the unpaid principal balance.
S. EVENTS OF DEFAULT, The occurrence of any of the following shall constitute an
"Event of Default" under this Note:
z fly(
a. Maker fails to make any payment due under this Note within ten days after notice
given by the Payee to the Maker specifying the payment past due; or
b. Other than the failure to make any payment due under this Note, Maker breaches
or defaults under any term or provision of this Note and the same is not cured within within ten
days after notice given by the Payee to the Maker specifying the breach or default.
C. Maker admits in writing Maker's inability to pay its debts as they mature; or
d. Maker (i) makes a general assignment for the benefit of creditors, or (H) applies
for, consents to, or acquiesces in, the appointment of a trustee, receiver, or other custodian for
Maker or the property of Maker or any part thereof, or in the absence of such application,
consent, or acquiescence, a -trustee, receiver, or other custodian is appointed for Maker or the
property of Maker or any part thereof and such appointment is not discharged within ninety (90)
days; or
e. Commencement of any case under the Bankruptcy Code, Title I 1 of the United
State Code, or commencement of any other bankruptcy arrangement, reorganization,
receivership, custodianship, or similar proceeding under any.federal, state, or foreign law by or
against Maker and with respect to any such case or proceeding that is involuntary, and such case
or proceeding is not dismissed with prejudice within ninety (90) days of the filing thereof; or
E Maker becomes insolvent as that tern is defined in Title I 1 of the United States
Code; or
g. Maker shall fail to pay all amounts due and payable under the Iced of Trust as
and when due and payable and fails to cure such breach or default within ten days after notice
given by Payee to Maker specifying the payments past due; or
h. Maker commits an Event of Default under the Deed of Trust; or
I. Maker assigns, delegates, or otherwise transfers any of its obligations under this
Note without the prior written consent of Payee.
9. REMEDIES UPON EVENT OF DEFA( T:
a Upon the occurrence of an Event of Default, then, without presentment, notice,
demand for payment, dishonor, notice of dishonor, protest, and any other notice or formality, or
other action of any kind by Payee, all of which are hereby waived; Payee may in its sole and
absolute discretion declare the entire amount of unpaid principal of and accrued and unpaid
interest on this Note, and the same shall thereupon become automatically accelerated and
immediately due and payable.
b. In addition to the foregoing remedies upon the occurrence of an Event of Default,
Payee shall have all of the rights and remedies provided to Payee, as beneficiary, and secured
party in the Deed of Trust, , or as provided to Payee in any other agreement, document or
instrument executed by Maker and Payee or executed by Maker in favor of Payee or for the
benefit of Payee, and at law or in equity.
10. GOVERNING LAW JURISDICTION. This Note shall be construed and enforced in
accordance with the internal laws of the State of California, irrespective of its choice of law
principles. Except as set forth below, Maker and Payee hereby agree that any suit to enforce any
provision of; or to collect, this Note shall be brought in the County of Riverside, State of
California. Except as set forth below, each party hereby agrees that such courts shall have
exclusive L personam jurisdiction and venue with respect to such party; and each party hereby
submits to the exclusive in personam jurisdiction and venue of such courts.
1 1. OBLIGATION UNCONDITIONAL. No provision in this Note or any other agreement
shall alter, impair or render conditional the obligation of Maker, which is absolute and
unconditional, to pay the principal of and interest on this Note at the place, at the time, and in the
currency herein prescribed.
12. WAIVERS. Maker hereby agrees that Payee may in its sole discretion: (a) extend the
time for payment of the amounts outstanding or due under this Note; (b) reduce the payments
thereon; (c) release anyone liable for any of the amounts outstanding or due under this Note; (d)
accept a renewal of this Note; (e) agree in writing with Maker, modify the terms and time of
payment of the amounts outstanding or due under this Note; (f) join in any extension or
subordination agreement with respect to the indebtedness evidenced by this Note; (g) take or
release any security given herefor, or, (h) agree in writing with Maker to modify the rate of
interest of this Note. Maker hereby agrees that none of actions specified in the preceding
sentence shall: (i) affect the obligation of Maker to pay the outstanding principal balance of this
Note and to observe the covenants of Maker contained in this Note; (ii) require the giving notice
to, or the obtaining the consent from, Maker, or the successors or assigns of Maker, or (ii) result
in the incurrence of any liability on the part of Payee.
13. LOSS OR MUTILATION. On receipt by Maker of evidence of the loss, theft,
destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this
Note, and an indemnity from the Payee therefor reasonably acceptable to Maker, Maker will
execute and deliver, in lieu thereof, a replacement Note of like tenor.
14. NOTICES. All notices referred to in this Note shall be in writing and shall be delivered
under the terns more specifically set forth in the Deed of Trust
15. ENTIRE AGREEMENT. This Note and the Deed of Trust.contain the complete
understanding and agreement of Maker and Payee concerning the subject matter hereof and
supersede all prior representations, warranties, agreements, arrangements, understandings, and
negotiations regarding the subject matter hereof.
16. ASSIGNMENT. Maker may not and shall not assign, delegate, or otherwise transfer any
of its obligations under this Note without the prior written consent of Payee, which consent may
be granted or withheld in Payee's sole and absolute discretion.
17: WAIVER OF JURY TRIAL. To the extent permitted by applicable law, Maker and Payee
expressly (a) acknowledges that the right to trial by jury is a constitutional right, but that this right
may be waived: (b) hereby knowingly, voluntarily and without coercion, waives all rights to a trial
by jury of all disputes arising out of or in relation to this Note, or under any amendment, instrument,
4
911061--
document or agreement delivered or which may in the future be delivered in connection therewith
or arising from any relationship existing in connection with this Note, and agrees that any such
action or proceeding shall be tried before a court and not before a jury; (c) acknowledges that the
waiver of the right to trial by jury is not effective unless such waiver is in a written instrument
signed by the parry waiving such right; (d) acknowledges that it has been given the opportunity to
consult with counsel and other advisors of its choice, and after consulting with such counsel and
advisors, knowingly, voluntarily and without duress, coercion, unlawful restraint, intimidation or
compulsion; has. executed this Note, based upon such advice and counsel and in the exercise of its
business judgment; (e) acknowledges and agrees that this Note has been given in exchange for good
and valuable consideration, the receipt and sufficiency of which are acknowledged; and (f)
acknowledges and agrees that it has carefully and completely read all of the terms and provisions of
this Note. Maker acknowledges and agrees that it is not relying on the opinion or advice of Payee
or any of its agents or representatives in entering into this Note.
IS. TIIv1E OF ESSENCE. Time is of the essence for the payment and performance of all of
Maker's obligations hereunder.
19. MISCELLANEO tc
a. The headings in this Note are for purposes of convenience in reference only, and
shall not be deemed to constitute a part hereof.
b. This Note shall bind Maker and its successors and assigns and inure to the benefit
of Payee and its successors and assigns.
C. Maker represents and warrants to Payee that Maker has taken all necessary
corporate action and any necessary shareholder action to (i) authorize the execution, delivery and
performance of this Note and the Deed of Trust, (ii) to execute, deliver and perform such other
agreements, instruments and documents, and to provide such certificates as Payee shall
reasonably request from time to time to effectuate the transaction contemplated hereby and by
the Deed of Trust, and (iii) the person executing and delivering this Note has been duly
authorized by Maker to do so.
C. If there is any default under this Note or any dispute between the Maker and
Payee regarding the interpretation of this Note, and any legal action or proceeding is brought by
Maker against Payee to enforce or interpret any tern or provision of this Note, the prevailing
party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection
with the prosecution or defense of such action or proceeding, including court costs and the fees
and expenses of counsel to the prevailing party and expert witnesses, including without .
limitation, any such fees and expenses incurred in any bankruptcy proceeding or on appeal.
f The failure of Payee at any time or times to require performance of any provision
hereof shall in no manner affect its right at a later time to enforce the same. No waiver by Payee
of any condition or of any breach of any term, covenant, representation or warranty contained in
this Note shall be effective unless in writing, and no waiver in any one or more instances shall be
deemed to be a further or continuing waiver of any such condition or breach in other instances or
a waiver of any other condition or breach of any other term, covenant, representation or
warranty.
g. Each party acknowledges and confirms that each party had the opportunity to
consult with counsel of each party's choice in order to understand the legal consequences of this
Note and the Deed of Trust. Neither party shall be deemed to be responsible for the preparation
of this Note or the Deed of Trust and this Note and the Deed of Trust, shall not be construed
against either party by reason of such preparation.
h. All agreements between Maker and Payee (including but not limited to this Note and
the Deed ofTrust), whether now existing or hereafter arising and whether written or oral, are hereby
limited so that in no contingency, whether by reason of demand or acceleration of the Maturity Date
ofthis Note or otherwise, shall the interest contracted for, charged, received, paid or agreed to be
paid to PayGe exceed the maximum amount permissible under applicable law. If from any
circumstance whatsoever, interest would otherwise be payable to Payee in excess of the maximum
amount permissible under applicable law, the interest payable to Payee shall be reduced to the
maximum amount permissible under applicable law; and if from any circumstance Payee shall ever
receive anything of value deemed interest by applicable law in excess of the maximum amount
permissible under applicable law, an amount equal to the excessive interest shall be applied to the
outstanding principal balance hereof, or if such excessive amount of interest exceeds the unpaid
balance of principal hereof such excess shall be refunded to Maker. All interest paid or agreed to
be paid to Payee shall, to the extent permitted by applicable law, be amortized, prorated, allocated,
and spread throughout the full period (including any renewal or extension) until payment in full of
the principal so that the interest hereon for such full period shall not exceed the maximum amount
permissible under applicable law. Payee expressly disavows any intent to contract for, charge or
receive interest in an amount which exceeds the maximum amount permissible under applicable
law. This paragraph shall control all agreements between Maker and Payee (including but not
limited to this Note and the Deed ofTnrst).
i. All notices required by this Note shall be given in the manner required and to the
persons designated by or pursuant to the Deed ofTrrst.
IN WITNESS WHEREOF, Maker has executed and delivered this Note to Payee on the
date first above written.
"Maker"
DESERT CITIES DEVELOPMENT, INC.,
a California corporation
By.
Name: MICHAEL J. SHOVLIN
Title: President
-6-
EXHIBIT "D"
CARRYBACK DEED OF TRUST
[SEE FOLLOWING PAGES]
Reeordlag Requested By Mall To:
Sedgwick-Detert, Moran & Arnold, LLP
3 Park Plaza, Suite 1700
Irvine, CA 92614
A": Geoffrey Willis, Esq.
Title Order No.:
Escrow No.:
DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS DOCUMENT SECURES FUTURE ADVANCES WHICH MAY BE. MADE PURSUANT TO THE
PROMISSORY NOTE (AS DEFINED IN THIS DOCUMENT) OR THIS DEED OF TRUST.
THIS DEED OF TRUST AND ASSIGNMENT OF RENTS (the "Deed Of Trust") is made as of
. 200� by and between DESERT CITIES DEVELOPMENT, INC., a California corporation with
offices at 46-735 Adams Sheet, La Quints, CA 92253 ('Trustor" and/or "Borrower" as the context dictates),
CHICAGO TITLE COMPANY (and in such capacity herein called "Trustee"), whose address is 700 South Flower
Street, Suite 8W, Los Angeles, California 90017, and ANNE J. MAZZEi,LA, an individual with an address at 104
South Newport Drive, Napa, California 94559 (and In such capacity herein called "Benellchary'l.
A. Pursuant to that certain Purchase and Sale Agreement and Joint Escrow instructions dated
December I, 2006 ("Sale Agreement") by and between Trtutor (as Buyer) and Beneficiary (as Seller), Trustor
purchased from Beneficiary that certain unimproved real property located on the south side of Highway 111,
between Dune Palau Road and Jefferson Avenue in the City of La Quirts, County of Riverside, State of California,
consisting of approximately 19.9 acres, with Assessor's parcel numbers 649-030-016 and 649-030.017 which is
more particularly described in the legal description attached hereto as Exhibit "A" ("Property").
B. Trostor (as Buyer) paid to Beneficiary (as Seller) a portion of the purchase price for the Property
by executing and delivering to Beneficiary that certain Promissory Note of even, date herewith ("Note") In the
original principal amount of Ten Million and NoI100 Dollars (S 10,000,000.00) ("Loan'). The Note, this Deed Of
Trust, and all other agreements, documents, and instruments evidencing and/or securing the payment or performance
of the Sensed Obligations (as hereinafter defined) are hereinafter collectively sometimes referred to as the "Loan
Documents."
C. This Deed Of Trust is given, inter alter, for the purpose of securing repayment of the Loan made
by Beneficiary, as lender, to Borrower, as borrower, and the Secured Obligations.
D. It is intended by Beneficiary and Tmstor that the foregoing Recitals are intended to be made a part
of this Deed Of Taut andthe agreements made hereunder.
FOR GOOD AND VALUABLE CONSIDERATION, INCLUDING THE INDEBTEDNESS HEREIN RECrM.
THE TRUST HEREIN CREATED AND THE SECURITY INTEREST AND THE LIEN HEREIN GRANTED,
THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, TRUSTOR HEREBY IRREVOCABLY GRANTS,
CONVEYS, TRANSFERS AND ASSIGNS:
A. To Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary,
under and subject to the terms and conditions hereinafter set forth, all of Tnator's right, title and interest, in and to
the Property;
Together with any and all buildings Ind improvements now existing or hereafter erected on the Property,
including, without limitation fumtres, tenements, ettaclunetts, appliances building equipment building rystpert
machinery, and other articles now or hereafter attached to said buildings and improvements (collectively,
"Improvements");
Together with all interests. estates or other daints, both in law and in equity. which Trostor now has or may
hereafter acquire in the Property or Improvements;
Together with all easements, tenements, heredilaments, appurtenances. rightsof-way andrightsnow owned
th hereafter acquired by Tmstor which arc used or useful in comrection with the property or as a means of access
thereto, including without limiting the generality of the foregoing all rights pursuant to any trackage agreement and
all rights to the nonexclusive use of commco drive entries, all oil and gas and other hydrocarbons and all other
minerals and water and water rights and sham of stock cvidew mg the same;
Together with all right, title and interest of Trostor in and to all tents and/or subrents, royalties, issues,
Profits, revenues, license fees, income, space mots, parking facility rents, conference or other room rents, proceeds
and other benefits rents, leases, subleases, subtenaneies, licenses, ftanchises, occupancy agreements and other
agreements covering the Property, Improveme ns or any portion thereof now or hereafter existing or entered fife,
subject however, to the right power and authority hereinafter given to and conferred upon Beneficiary by paragraph.
10 (below) to collect, retain and apply any of the foregoing; and all right, title and interest of Tnutor thereunder
including, with
imilar nature; an li
smitation, all cash or security deposits, prepaid or advance rentals, and deposits or payments of
Together with all right, tide and interest of Tnistor now or hereafter acquired, in and to any land
within the right-of-way of arty street, open or proposed, adjoining the Property, and any and all sidewalks, vaults,
alleys and strips and gores of land adjacent to or used in connection with the Property; .
Together with all the estate, interest, fight, tide other claims or demands, both in law and In equity,
including claims or demands with respect to the proceeds of insurance in effect with respect to the Property or
Improvements, which Trustor now has or may hereafter acquire in the Property or Improvements, and any and all
awards made for the taking by eminent domain, or by any proceeding of purchase in lieu thereof of the whole or
any part of the Estate (as hereinafter defined). Including, without limitation, any awards resulting fi m a change of
grade of streets and awards for severance damages.
(a) Repayment of the Loan, with variable interest thereon, as evidenced by the Note, executed by
Borrower pursuant to the Loan Documents;
(b) payment of all sums advanced by Beneficiary as permitted under the Loan Documents to Tnistor
or its successors and assigns, or to Trustee to protect the Property, with interest thereon (as defined in the Note);
(c) performance of every obligation, covenant or agreement ofTntstor contained herein or in the Note
or the Loan Documents;
(d) Performance of every obligation, covenant and agreement of Trustor contained in any document,
instnunad or agreement now or hereafter executed by Trustor which recites that the obligations thereunder are
seemed by this Deed Of Trust, including, without limitation payment of all other sums, with interest thereon, which
may hereafter be loaned to Trustor, or its successors or assigns, by Beneficiary, or its successors or assigns, when
evidenced by a promissory note or notes reciting that they are secured by this Deed Of Trust; and
(e) payment and compliance with and performance of each and every material provision of any
declaration of covenants, conditions and restrictions pertaining to the Pro'perry or any portion thereof and all
encumbrances of record which have a priority senior to the lien created hereunder.
All initially capitalized terms used herein which are defined in the Sale Agreement shall have the same
meaning herein unless the context otherwise requires.
AGPEEIvtENT '
To protect the security of this Deed Of Trost, Tnww agrees:
1. To complete or restore promptly and in good and workmanlike manner any building which may be
constructed, damaged or destroyed thereon and to pay when due all claims for labor pbrformed and materials
furnished therefor, to comply with all laws affecting said Property or requiring any alterations or improvements to
be made thereon, not to commit or permit waste thereof; not to commit, suffer or permit any act upon said Property
in violation of law; and do all other acts which from the character or use of said Property may be reasonably
necessary, the specific enumerations herein not excluding the general
2. If there arc any Insurable Improvements hereafter constructed on the Property, to Provide, maintain and
deliver to Beneficiary Fire Insurance reasonably satisfactory to and with loss payable to Beneficiary. The amount
collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured
hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or
any part thereof may be released to Trusor. Such application or release shall not cure or waive any default or notice
of default hereunder or invalidate any act done pursuant to such notice.
3: To appear in and defend any action or proceeding purporting a affect the security hereof or the tights or
powers of Beneficiary or Trnstee; and to pay all reasonable costs and expenses, including cost of evidence of title
and attoruey's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may
appear, and in any suit brought by Beneficiary to foreclose this Deed OfTrust after an Event of Default.
4. To pay before delinquency all taxes and assessments affecting said Property, including assessments on
appurtenant water stock; when due, all encumbmices, charges and liens, with interest, on said Property or any part
thereof, which appear to be prior or superior hereto; all reasonable costs, fees and expenses of this Trust
a Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or
Trustee, but without obligation so to do and without notice to or demand upon Trustor and without
releasing Trustor from any obligation hereof, may; make or do the same is such manner and to
such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee
being wdwrized to enter upon said Property for such purposes; appear in and defend any action or
proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or
Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the
reasonablejudgment of either appears to be prior or superior hereto; and, in exercising any such
Powers, pay necessary expenses, employ counsel and pay his reasonable fees.
a
--3--
S. To pay immediately and without demand all reasonable sums so expended by Beneficiary orTrustee, with
interest from date of expenditure at the amount allowed by law in effect at the date hereo& and to pay for any
statement provided for by law In effect at the date hereof regarding the obligation secured hereby any reasonable
amount demanded by the Beneficiary, not to exceed the maximum allowed by law at the time when said statement is
demanded
6. That any award of damages in correction with any condemnation for public use of or injury to said
Properly or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such
moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds
of fire or other insurance.
7. That by accepting payment of any sum secured hereby after its due date. Beneficiary does not waive his .
right either to require prompt payment when due of all other sums so secured or to declare default for failure so in
pay.
8. That at any time or from time to time, without liability therefor and without notice, upon written request of
Beneficiary and presentation ofthis Deed Of Treat and said Note for endorsement, and without affecting the
personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of
said Property: consent to the making of any map or plat thereof join in granting any easement thereon, or join in any
extension agreement or any agreement subordinating the lien or charge hereof.
9. That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon
sunwider of this Deed Of Trust and said Note to Trustee for cancellation and retention or other disposition as
Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reeonvey, without warranty, the
Property then held hereunder. The recitals in such reconvryance of any matters or facer shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveysnce may be described as "the person or persons legally
entitled thereto"
10. That as additional security. Tmstor hereby gives to and confers upon Beneficiary the right, power and
authority, during the ccritinuance of these Tnsts, to collect all rents and/or subrents, royalties. Issues, profits,
revenues, license fees. Income, apace taus, parking facility rents, conference or other room rends, proceeds and other
benefits rents, leases, subleases, subteoancies, licenses, franchises, occupancy agreements and other dam
covering the Property, Improvements or any portion thereof now or hereafter existing or entered into of said
Property, reserving unto Trustor the right, prior to any Event of Default, to collect and retain such rents and/or
subrents, royalties, issues, profits, revenues, license fees, Income, space rents, parking facility rods, conference or
ether room rents6 proceeds and other benefits.rents, leases, subleases subtarencies licenses f anchites, occupancy
and other agreements covering the Property, Improvements or any portion thereof now or hereafter
existing or entered into as they become due and payable. "Event of Default" means: (a) Truster breached an.
obligation to make a payment required by the Note and failed to cure the breach after notice and prior to the
expiation of the applicable grace period in the Nate; or (i) Truster breach an obligation an this Trust Dad or
another Loan Document (except the Note) and failed to cure the breach within thirty (30) days after notice
specifying the breach is given by the Beneficiary to die Trustor; provided, however, tat if the breach Is not
reasonably susceptible of being cured within such thirty (30) day period, if the Tmstortakes steps towards the cure
of the breach prior to the expiration oftere thirty (30) day period and thereafter Pursues the cure with dal'
completion, then the cure period shall automatically be extended for such P� h8eone Intl
cure the breach. paind of timeas is reasonably required to
a Upon any Event of Default, Beneficiary may at any time without notice, either in person, by agent.
or by a receiver to be appointed by a tout, and without regard to the adequacy of any security
possession of said Prfor
the indebtedness hereby secured enter upon and Property of any part
thereof, in her own name sue for or otherwise collect such rests and/or subrents, royalties, issues,
profits, revenues, license fees, income, space rests, parking facility rents, conference or other
room rents, proceeds and other benefits ram, leases, subleases, subtenmcies, licenses, frxuddsc%
occupancy agreements and other agreements covering the Property, Improvements or any portion
thereof now or hereafter existing or entered into, including those past due and unpaid, and
the same, less costs and expenses of operation and collection, including reasonable attorneys fees,
upon any indebtedness secured hereby, and in such order as Beneficiary may determine.
b. The entering upon and taking possession of said Property, the collection of such rents and/or
subrents, royalties, issues, profits, revenues, license fees, income, space rents, parking facility
rents, conference or other mom rents, proceeds and other benefits rents, leases, subleases,
subtenancies, licenses, franchises, occupancy agreements and other agreements covering the
Property, improvements or any portion thereof now or hereafter existing or entered into and the
application thereof as aforesaid, shall not cure or waive any Event of Default or notice of defw*
hereunder or invalidate any act done pursuant to such notice,
11. That upon an Event of Default, Beneficiary may declare all sums secured hereby Immediately due and
payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default
and of election to cause to be sold said Property, which notice Trustee shall cause to be filed for record Beneficiary
also shall deposit with Trustee this Deed Of Trust, said Note and all documents evidencing expenditures secured
hereby -
a. After the lapse of such time as may lien be required by law following the recordation of said
notice of defsuh, and notice of sale having been given as then required by law, Trustee, without
demand on Trustor, shall sell said Property at the time and place fixed by it in said notice of sale,
either as a whole or in separate parcels, and in such order as it may determine, at public auction to
the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee
may postpone sale of all or any portion of said Property by public announcement at such time and
place of sale, and from time to time thereafter may postpone such sale by public announcement at
the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed
conveyiug the Property so sold, but without any covenant or warranty, express or implied. The
recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof.
Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at
such sale.
b. After deducting all reasonable costs, fees and expenses of Trustee and of this Trust, including cost
of evidence of title in connection with sale, Trustee shall apply tha proceeds of sale to payment of.
all sums expended under the terms hereo& not then repaid, with accrued interest al the amount
allowed by law in effect at the date hereof; all other sums then secured hereby; and the ranainder,
if any, to the person or persons legally entitled thereto.
12. Beneficiary, or any successor in ownership of the Note. may from time to time, by instrument in writing,
substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by
the Beneficiary and duly acknowledged and recorded in the office of the recorder of the wanly or counties where
said Property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who
shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties.
Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and
Page where this Deed Of Trust is recorded and the name and address of the new Trustee.
13. That this Deed Of Trust applies to, Inures to the benefit of and binds all parties hereto, their heirs, legatees,
devisees, administrators, executors, successors and assigns. The tam Beneficiary shall mean the owner and holder,
including pledgees, of the Note secured hereby, whether or riot named as Beneficiary herein. in this Deed of Tmst,
whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number
includes the plural.
14. That Trustee accepts this Trust when this Deed Of Trust, duly executed and acknowledged, is made a
public record as provided bylaw. Trustee is not obligated to notify any party hereto of pending sale under any other
deed of cost or of any action or proceeding in which Trustor. Beneficiary or Trustee shall be a party unless brought
by Trustee.
The undersigned Truster requests UM a copy of any notice of default and of any notice of sale hereunder be mailed
to him M his address hereinbefore set forth. Any notice shall be given by either(i) personal delivery in which event
it shall be deemed given on the date of delivery, or (III certified mail return receipt requested in which evert it shall
be deemed given d1ree business days after the date deposited in the U.S. Mall, or (iii) next or second business day
delivery by nationally recognized overnight courier, in which event it shall be deemed given on the next or second
(whichever is applicable) business day immediately following receipt and acceptance by the courier, or (iv) fax, in
which event it shall be deemed given on the date delivered by fax Any party may change any address or fax number
for the delivery of notice to such parry to any other address in the United Stales or Canada, by giving notice in
accordance with the provisions of this paragraph..
TRUSTOR
DESERT CITIES DEVELOPMENT, INC.,
a California corporation
By:
Name: MICHAEL J. SHOVLIN
Title•. President
46-735 Adams Street, La Quinta, CA 92253
Facsimile: (561)395-3911
With a copy to:
John Durso
KD Housing Partners, Inc -
4199 Campus Drive, Suite550
Irvine. California 92612
Facsimille 949454-7105
STATE OF CALIFORNIA )
)u
COUNTY OF RIVERSIDE )
before
Personally
Personally pawn to me (or proved to me on the basis of satisfactory evidence) to be the persons) whose name($)
is/am subscribed to the within instrurnett and admowledged to me that he/shelthey executed the same in
his/hedtheir authorized capaclty(ies� and that by hislherAheir signature(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) aped, amaded the instrument
Witness my hand and official seal.
[SEAL]
Notary public
DO NOT RECORD REQUEST FOR FULL RECONVEYANCE
TO CHICAGO TITLE INSURANCE COWANY, TRUSTEE:
The undersigned is the legal owner and holder of the Note or notes, and of all other indebtedness
secured by the foregoing Deed Of Trust Said Note or notes, wgetha with all other indebtedness segued by said
Deed Of Trust, have been filly paid and satisfied; and you arc hereby requested and directed, on payment to you of
any sums owing to you under the terms of said Deed Of Trust, to canal said Note or notes above mentioned, and all
other evidences of indebtedness seared by said Deed Of Trust delivered to you herewith; together with the said
Dad Of Trust, and to reanvey, without wammty, to the parties designated by the temp of said Dad OfTnut, all
the estate now held by you under the same.
Dated
Please mail Deed Of Trust,
Note and Rearweyance to
Do Not lose or destroy this Dad OfTrust or the Note which it secures. Both must be delivered to the
Trustee for cancellation before reconveyance will be made.
Date: _ 200
EXMBrr "A"
LECAL DESCRIPTION OF PROPERTY
follows: The land situated in the City of La Quints in the County of Riverside, State of California described as
(Me to Provide]
EXiUBIT "E"
FORM OF GRANT DEED
[SEE FOLLOWING PAGES]
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:.
/To be provided by Buyer]
.CA
FMI
SPACE ABOVE THIS LINE FOR RECORDER'S USE
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt ofwhich is hereby acknowledged,
ANNE J. MAZZELLA and LOUIS MAZZELLA, husband and wife (collectively the
"Grantor"), hereby grants to [ a
[ 1, ("Grantee'), that certain real property
("Property") located in the City of La Quinta, County of Riverside, State of California,
described in the legal description attached hereto as Attachment _No. and incorporated herein
by this reference, subject to all matters of record.
Dated: . 2007 "GRANTOR"
ANNE J. MAZZELLA
LOUIS MAZZELLA
STATE OF CALIFORNIA )
) ss
COUNTY OF RIVERSIDE )
On , before
Personally appeared
Personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same. in his/her/their authorized capacity(ies), and that by his/her/their
signatures) on the instrument the person(s) or the entity upon behalf of which the persons)
acted, executed the instrument.
Witness my hand and official seal.
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF RIVERSIDE )
0
personally appeared
before
Notary Public
personally ]mown to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) istare 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/thek
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
(SEAL] Notary Public
AITACHmENT NO.1
LEGAL DESCRIPTION OF PROPERTY
The land situated in the City of La Quinta, in the County of Riverside, State of Califomia,
described as follows:
[title to provide.]
3
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I
I
EXHIBIT "G"
MEMORANDUM OF PURCHASE AGREEMENT
Recording Requested By &
When Recorded Mail To:
Desert Cities Development, Inc.
Attn: Michael J. Shovlin
46-735 Adams Street
La Quinta, CA 92253
ABOVE SPACE FOR RECORDER'S USE
MEMORANDUM OF PURCHASE AGREEMENT
TH1>44EMORANDUM OF PURCHASE AGREEMENT ("Agreement') is made as of
20Q6� between ANNE J.-MAMLLA ("Seller', and DESERT
CITIES DEVELOPMENT, INC., a California corporation ("Buyer"), with reference to the
following facts:
A. Seller is the owner of certain real property located in the County of Riverside
("County"), State of California, asmore particularly described on Exhibit I attached hereto (the
"Property")
B.. Seller and Buyer have concurrently red into that certain unrecorded Purchase
Agreement and Escrow Instructions dated as of ALL J 2006 (the "Purchase
Agreement'j, pursuant to which Seller agrees to sell, and Buyer agrees to purchase, the
Property, in accordance with the terms and conditions contained in the Purchase Agreement. A
fully executed copy of the Purchase Agreement is attached as Exhibit 2. The terms of the
Purchase Agreement are incorporated herein by this reference. Capitalized terms used and not
otherwise defined in this Agreement are used as defined in the Purchase Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
contained in this Agreement and the Purchase Agreement, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by Seller, Buyer and
Seller hereby agree as follows:
I. Agreement to Buy and Sell. Subject to the terms and conditions set forth in the
Purchase Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees
to acquire and purchase from Seller, the Property and all appurtenant rights and privileges and all
improvements thereon as more fully described in the Purchase Agreement. The Purchase
Agreement provides for the Escrow to close on or before the date which is one hundred twenty
(120) days following the Effective Date.
2. No Amendment to Purchase Agreement. This Agreement is solely to put third
parties on notice of Buyer's right to purchase the Property from Seller as provided herein and
nothing contained in this Agreement shall, or shall be deemed to, modify or amend the Purchase
Agreement in any respect.. In the event of any conflict between the provisions of the Purchase
Agreement and the provisions of this Agreement, as between Buyer and Seller the provisions of
the Purchase Agreement shall prevail.
3. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which taken together, shall constitute one and the same
instrument.
IN Wrl'NESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Date:
200 "Seller"
ANNE J. MAZZELLA
"Buyer"
Date:2006 DESERT CrrIES DEVELOPMENT, INC.,
a California corporation
By
Name: bfICHAEL J. N OVLIN
Title: President
2
STATE OF CALIFORNIA )
)ss
COUNTY OF oA.vae . )
On L ARWM M 1 a006 , before
personally appeared /i%c f/�a L
Notary Public
personally known to me ( ) to be the
person(4 whose name(4 is/a* subscribed to the within instrument and acknowledged to me that
he/s**y executed the same in his/�r/thtiir authorized capacityWs), and that by his/Ht r/t Wr
signatureo on the instrument the persons or the entity upon behalf of which the person(io
aged, executed the instrument.
Witness my hand and official seal.
\r•n%
STATE OF CALIFORNIA
) ss
COUNTY OF
On
personally appeared
l
before me. Notary Public,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose:name(s) is/are subscribed to the within instrument and acknowledged to me that
he/shelthey executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
[SEAL]
Notary Public
STATE OF CALIFORNIA )
) ss
COUNTY OF _ 1
On
personally appeared
before me, Notary Public,.
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
hetshe/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
sigaature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
[SEAL] Notary Public
STATE OF CALIFORNIA )
) ss
COUNTY OF __ 1
On , before me, NotaryPublic;
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
persons) whose'name(s) is/are subscribed to the within instrument and acknowledged to me that
he/shelthey executed the.same in his/her/their authorized capacity IGes), and that by his/her/their
signature(s) on the instrument the persons) or the entity upon behalf of which the persons)
acted, executed the instrument.
Witness my hand and official seal.
[SEAL]
Notary Public
2-00-19M 9.394M FRO4 P.3
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A90N3 anCBPORit11C0aD3Ry tAg
MEMORANDUM OF Pr1R aaP .rmwwaay.v.
7W 3 MEMORANDUM OF PVRCHAn AORBM MqT (+A,v,,,,mn 4 nude as of .
Jh towbar 1 2MI. baweeo ANNB I. MAMMA CNAWPI ad DBMT
Cdf ER DBVELOEM®dy, Dr. a Ca9fmois oalpoaYdap Cunv "i. with tefum m to as i
A. SoUnisawevwmafowrtdamdF+epwghmmaedintheComtyofRly t"
• C'C OUR4,1saw ofcdibmie.=Mom Padwlady ducribed w Rvbhk l amohad bmb(tha
4mh">•
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A6rle MWm0BfmowWoucdYludabdarof n.aeahg. 1 2pp6(theaTumba s .
ARt smaan pawnor to wbkh SCUWaycros b WX and BYya<agMlepuehme:lhe
FMWW- is aawedaem wB6 dw emme and oa MWw c=jdAW indw PmYlum Apo==& A .
lhik' meelaed copy ofthe Fmohase Agreammd h aaathedaa Blhibdtt 7Le emmY afthe
Ambw ApcmiW r"htompma%dhaekbymlrmhuom Cgd*U=d%=mWmdaot
oh1 urine ddbW in dda Agaemaatam used m dafmad in *A PmchowA&momeot.
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em ,AOoanm=4 the Fmrham Aammmt sad other good and Yalu"
8eB nrhetabyutYWhpaid Fadppsacy of whkh m haseby aakmwadSed by Sena
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j
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• hub moat
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OMOK
I AL MNWANW1s
06W1MUMMUd Abaft hIMMA&L il&,MAP'
I
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of Cal fompla
County of 1L(t es'(Dc as.
On .t G. - - before me,JIX6 ,y0EC.orl67 /t/orf.ev ruesu e,
w� i aas rr Traaaw r.a•a,. os. Aa.rl
personally appeared X'4-- e1- �/ SH,/ OJ/in/
M�•ae9rsb•sru
ff personally known to me
O Proved to me on the basis of satisfactory
evidence
to be the personwhose name(j4 Wabi
subscribed to the within instrument and
acknowledged to me that he/#A/el* executed
the same In hisAW/thak authorized
capacityjia6). and that by - hathiliatheb
signaturiiiKon the Instrument the Person(e).or
the enety upon behalf of which the person&)
acted, executed the Instrument.
W SS my hand and /official �JJeal, � �y�L-
saw.arawwe
OPTIONAL
ilroupfi tM hlomieear Eeraw fe nor repdre0ty Isx a mryPro KA011ai fo Per I" MOW dO n1 &WcX t present
e+ueddae'rartwtl anareaaadwww ofWS ram b anotlisrdocurmt
Description of Attached Document A�J
Title or Type of Document: //�/n0.e9.vdunr Of /�ACVI/,f.Va- /l 'Ce2rMfENi
Document Date: A9cm6Ee (,/ ?,-v6 �H Number of Pages: �-
Signer(s)Other Than Named Above: __ZJA)A& �/ //rA2>ELLA ( r•Seeerr �
Capacity(les) Claimed by Signer
Signer's Name: W/O— #,i EL
O, "Miv(dual T. a e.ae rwe
VCorporateOfficer -Title(s): Pe&5/geN7-
O Partner -u Limited ❑ General
❑ Attorrteyin•Fact
O Trustee
O Guardian or Conservator
O Other.
Signer is Representing: /�ESE� err/Es
.._.._... ..r....m.,...... w. .aw...ac..u•ss aa•....ra,+w,.,,. n.ew.ram Fla-.uwr, i4m4m�7
M
EXHIBIT "1" TO MEMORANDUM OF PURCHASE AGREEMENT
LEGAL DESCRIPTION OF REAL PROPERTY
[title to provide]
EXHIBIT "2" TO MEMORANDUM OF PURCHASE AGREEMENT
FULLY EXECUTED COPY OF PURCHASE AGREEMENT
[SEE FOLLOWING PAGES]
6
Rt `R%—WPyv REQUESTED BY
• ' Commonwealth Land Title Co.
IMHEN RECORDED MAIL THIS DOCUMENT
AND TAX STATEMENTS TO:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta; CA 92253
APN: 649-030-016
Escrow No: 07550538-812-TB1
Title No: 7550538
APN boo oao-O s--3 TRA: oao-O)
i^
GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S)
DOCUMENTARY TRANSFER TAXIS SEE ATTACHED, CITY TAX S 0.00
computed on full value of property conveyed,
City of La Quinta, AND
UVG if Z007-0183588
03/16/2007 08:00A Fee:33.00
Page 1 of 3 Doc T Tax Paid
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
111$ 111111111111III1IIII1111111iini111uii►11II IIII
a Dove tms ime ror Recorders use
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Anne J. Mazzella, a married woman, as her sole and separate property
hereby GRANT(S) to
La Quinta Redevelopment Agency, a public body, corporate and politic
the following described real property in the City of La Quinta County of Riverside, State of California:
See Exhibit A attached hereto and made a part hereof.
Commonly known as: Vac. Land APN 649-030-016, 017, La Quinta, CA 92253
Dated: March 14 2007
7�
Anne J. Mazzell
I=LOR1
STATE OF4ekt1F91tNTA
COUNTY OF YHIYYI P)CA N } SS:
n„ Mnrrh lFJ : 11Xi1 _ hefnre me.
__33 rT
012 J
a Notary Public,
personalty appeared r r u
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the i strument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hays d o jdjl se4t� _
,y+ewNotary PtaX state a+ rtoaa
?' vi! `� Kandaleali I.ewandowskl
y c , P My Commission OD484527
MAIL TAX STATEMENTS AS DIRECTED ABOVE
Exhibit A
All that certain real property situated in the County of Riverside, State of California, described as follows:
Parcel 1:
The West half of the East half of the Northwest Quarter of the Southeast Quarter of Section 29, Township 5 South,
Range 7 East, San Bernardino Base and Meridian, as shown by United States Government Survey, approved July
15, 1856.
Excepting therefrom that portion deeded to the State of California by deed recorded May 23, 1968 as Instrument
No. 48111.
Said property is also shown on Records of Survey on file in Book 15, Page 12 of Records of Survey, Riverside
County Records.
Parcel 2:
The East'/2 of the West 1/2 of the Northwest 1/4 of the Southeast 1/4 of Section 29, Township 5 South, Range 7 East,
San Bernardino Meridian, according to the Official Plat thereof.
Except that portion described in Deed to the State of California recorded May 20, 1968 as Instrument No. 46897 of
Official Records of Riverside County, California.
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real properly conveyed by a Grant Deed dated March 14,
2007, from Anne J. Mazzella, 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 and that the Agency, as the
Grantee, by its said duly authorized agent, hereby consents to the recordation thereof.
LA QUINTA REDEVELOPMENT AGENCY,
a public body corporate and politic
By:
Name: Thomas P. Genovese
Executive Director, La Quinta Redevelopment
Agency
I HEREBY ATTEST to the authenticity of the foregoing signature and to his general authority to so
act and certify that said authority has not been revoked by any subsequent Resolution or order of the
Agency.
DATED: 41w
eO
/` Agency ecretary, La Quetta Redevelopm� t Agency
(Form for Non -disclosure)
Document No.:
Order No.: 07550538-812-TB1
Recording No.:
STATEMENT OF TAX DUE AND REQUEST THAT SAID AMOUNT NOT BE MADE
PART OF PERMANENT RECORD IN OFFICE OF THE COUNTY RECORDER.
—TO:— COUNTY RECORDER -OF RIVERSIDE County ------ - ----_ _
The amount of remittance below is in full payment of the Documentary Transfer Tax for the document
attached and described below. When tax payment is verified and after the permanent record is made,
attach this request to the document pursuant to Section 11932 R & T Code.
Grantor:
Grantee: La Ouinta Redevelopment Agency
Amount of remittance: '$21 931 25 .
for Documentary Transfer Tax.
Amount of remittance: 0.00.
for City Transfer Tax.
x. computed on full value of property conveyed, or
❑ computed on full value less value of liens or
encumbrances remaining at time of sale.
LA QUINTA REDEVELOPMENT -AGENCY,
a public body corporate and politic
By: Agency Executive Director
DOC N 0007-01SZ50B
03/16/2007
Larry W Ward
County o Riverside
Assessor, County Clerk & Recorder
❑ Unincorporated x City of La Quinta
Ag Secretary
Corder No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
LA QUINTA REDEVELOPMENT AGENCY
P.O. BOX 1504
LA QUINTA, CA 92247-1504
DOCUMENTARY
.....Computed on the consideration or value of property conveyed; OR
.....Computed on the consideration or value less liens or encumbrances
remaining at time of sale.
DOC # 2010-0575516
12/02/2010 08:00p Fee:NC
Page 1 of a
Recorded in Official Records
County of Riverside
Larry W. Ward
11111111111111111III1111111III1111111III111111111 IIII
S
R
I U
PAGE
SIZE
DA:1MISC
LONG
RFD
COPY
M465
426
PCOROR
SMF
NCHG
EXAM
61�?
T:
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UNIi
Signature of Declarant or Agent determining tax- Firm Name
APN 600-020-047 & 048
SEW APN,4, 460-026.053a4 os4 GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
141
LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic LOT LINE DJUSTMENT NO. zotD—
APPROV THE CITY OF LA QUINTA
hereby GRANT(s) to N PARTMENT
LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic 9 DATE. IIIa
the real property in the City of La Quinta
County of Riverside , State of California, described as
See Exhibits A and B attached hereto and by reference made a part hereof.
NOTE: This grant deed implements the revised lot configurations pursuant to Lot Line Adjustment 2010 - 508 as approved by the City of
La Quinta. All property subject to this lot line adjustment is owned by a single entity, hence ownership conveyance is a nonessential
secondary function of this deed. The primary function of the deed is to provide constructive notice of the revised lot configurations
pursuant to Govemment Code Section 66412 (d), and to perfect the intent of the Lot Line Adjustment 2010 - 508 as approved.
STATE OF CALIFORNIA )
COUNTY OF Riverside iss.
On _ rum r c6-k (g r pt O before me,
i . lu&- a ---) Notary Public
personally appeared
�9 to o.ia o a
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,
Signature
MAIL TAX STATEMENTS TO: Same as above
LA QUINTA REDEVELOPMENT AGENCY
:. it r N.•. • .• .�•��iri
%L ME RE I
Thomas P. Genovese, Executive Director
------------------
PHYLLIS MANLEY
Commlaslon • 1904584
Notary Public - California Z9
Riverside County
M Comm. Ires Oct 16.2014
(This area for official notarial seal)
EXHIBIT "A"
LEGAL DESCRIPTION
LOT LINE ADJUSTMENT NO. 2010-508
PARCEL 1:
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF THE WEST HALF OF THE EAST HALF
AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5
SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE
PARTICULARLLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 29;
THENCE SOUTH 89039'16" WEST ALONG THE NORTH LINE OF SAID
SOUTHEAST QUARTER, A DISTANCE OF 1,656.57 FEET TO THE
NORTHEAST CORNER OF SAID WEST HALF OF THE EAST HALF OF THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29;
THENCE SOUTH 00008'10" EAST ALONG THE EAST LINE OF SAID WEST
HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29, A DISTANCE OF 60.93 FEET TO
THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY 111 AS GRANTED TO
THE CITY OF LA QUINTA PER INSTRUMENT NO. 2007-0076267
RECORDED FEBRUARY 1, 2007 AND RE -RECORDED FEBRUARY 14, 2007
AS INSTRUMENT NO. 2007-0103255, O.R., AND THE TRUE POINT OF
BEGINNING;
THENCE CONTINUING SOUTH 00008'10" EAST ALONG SAID EAST LINE A
DISTANCE OF 626.13 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 300.00 FEET, A
RADIAL LINE TO SAID POINT BEARS SOUTH 01 °53'43" WEST;
THENCE LEAVING SAID EAST LINE AND WESTERLY ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 16-09-07", AN ARC
DISTANCE OF 84.57 FEET TO THE BEGINNING OF A REVERSE CURVE,
CONCAVE SOUTHERLY, HAVING A RADIUS OF 300.00 FEET, A RADIAL
LINE TO SAID POINT BEARS NORTH 18002'50" EAST;
THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 18"02'50", AN ARC DISTANCE OF 94.50 FEET;
THENCE NORTH 90000'00" WEST A DISTANCE OF 264.78 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 200.00 FEET;
LOT LINE ADJUSTMENT NO. 2010-SOB
APPRO BY THE CITY OF LA QUINTA
DEPARTMENT
DATE: 'I E to
Page 1 of 4 EB
EXHIBIT "A"
LEGAL DESCRIPTION
LOT LINE ADJUSTMENT NO. 2010-508
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 90009'34", AN ARC DISTANCE OF
314.72 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 89050'26" WEST A
DISTANCE OF 21.18 FEET TO THE WEST LINE OF SAID EAST HALF OF
THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF SECTION 29;
THENCE NORTH 00009'34" WEST ALONG SAID WEST LINE, A DISTANCE
OF 797.02 FEET TO SAID SOUTH RIGHT-OF-WAY LINE OF HIGHWAY 111;
THENCE NORTH 89058'06" EAST ALONG SAID SOUTH RIGHT-OF-WAY
LINE A DISTANCE OF 662.65 FEET TO THE TRUE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND
RIGHTS -OF -WAY OF RECORD.
CONTAINING 410,599 SQUARE FEET OR 9.426 ACRES, MORE OR LESS.
EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
PREPARED BY OR UNDER THE DIRECTION OF:
B
ANTHON �/, LDDOX P.L.S.5476
DATED: // EXP. 09/30/2012
ro L74NY D. /Nq� G'S14
0
a Z
N0. 5476
Lxp. 09/30/ 12
LOT UNE ADJUSTMENT NO. Zeb' Sob
APPRO�lEt BY THE CITY OF LA QU QUINT
a ew.
GATE: " o
Page 2 of 4
EXHIBIT "A"
LEGAL DESCRIPTION
LOT LINE ADJUSTMENT NO.2010-508
PARCEL 2:
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF THE WEST HALF OF THE EAST HALF
AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5
SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE
PARTICULARLLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 29;
THENCE SOUTH 89039'16" WEST ALONG THE NORTH LINE OF SAID
SOUTHEAST QUARTER, A DISTANCE OF 1,656.57 FEET TO THE
NORTHEAST CORNER OF SAID WEST HALF OF THE EAST HALF OF THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29;
THENCE SOUTH 00008'10" EAST ALONG THE EAST LINE OF SAID WEST
HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29, A DISTANCE OF 60.93 FEET TO
THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY 111 AS GRANTED TO
THE CITY OF LA QUINTA PER INSTRUMENT NO. 2007-0076267
RECORDED FEBRUARY 1, 2007 AND RE -RECORDED FEBRUARY 14, 2007
AS INSTRUMENT NO. 2007-0103255, O.R.;
THENCE CONTINUING SOUTH 00008'10" EAST ALONG SAID EAST LINE A
DISTANCE OF 626.13 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 300.00 FEET, A
RADIAL LINE TO SAID POINT BEARS SOUTH 01-53-43" WEST, AND THE
TRUE POINT OF`BEGINNING;
THENCE LEAVING SAID EAST LINE AND WESTERLY ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 16°09'07", AN ARC
DISTANCE OF 84.57 FEET TO THE BEGINNING OF A REVERSE CURVE,
CONCAVE SOUTHERLY, HAVING A RADIUS OF 300.00 FEET, A RADIAL
LINE TO SAID POINT BEARS NORTH 18002'50" EAST;
THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 18002'50", AN ARC DISTANCE OF 94.50 FEET;
THENCE NORTH 90000'00" WEST A DISTANCE OF 264.78 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 200.00 FEET;
LOT LINE A USTMENT NO. 2010-SO$ _
APPRO Y THE CITY OF LA QUINTA
P N EPARTMENT
DATE:
Page 3 of 4 Ex a
EXHIBIT "A"
LEGAL DESCRIPTION
LOT LINE ADJUSTMENT NO. 2010-508
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 90009'34", AN ARC DISTANCE OF
314.72 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 89050'26" WEST A
DISTANCE OF 21.18 FEET TO THE WEST LINE OF SAID EAST HALF OF
THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF SECTION 29;
THENCE SOUTH 00009'34" EAST ALONG SAID WEST LINE, A DISTANCE
OF 500.13 FEET TO THE SOUTH LINE OF SAID NORTHWEST QUARTER
OF THE SOUTHEAST QUARTER OF SECTION 29;
THENCE SOUTH 89048'22" EAST ALONG SAID SOUTH LINE A DISTANCE
OF 662.14 FEET TO SAID EAST LINE OF THE WEST HALF OF THE EAST
HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
OF SECTION 29;
THENCE NORTH 00008'10" WEST ALONG SAID EAST LINE, A DISTANCE
OF 673.63 FEET TO THE TRUE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND
RIGHTS -OF -WAY OF RECORD.
CONTAINING 449,483 SQUARE FEET OR 10.319 ACRES, MORE OR LESS.
EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
PREPARED BY OR UNDER THE DIRECTION OF:
avziw-jl�
ANTADDOX L.S. 5476
DATED:
EXP. 09/30/2012
//�'
/NpL LANp
o�oNY D. rygo G'9L
o
a x
N. 5476
bxp 09/30/ 12
0111�1*07 CALF/
LOT LINE ADJUSTMENT NO. A1010 • SO$
APPRO D BY THE CITY OF LA QUINTA
P NN G EPARTMENT
DATE: j1lon.
X I
Page 4 of 4
EXHIBIT "A"
EXISTING LEGAL DESCRIPTIONS
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS
DESCRIBED AS FOLLOWS:
PARCELI:
PARCEL A OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 09-501
RECORDED OCTOBER 23, 2009 AS INSTRUMENT NO. 2009-0548108 OF
OFFICIAL RECORDS, BEING A PORTION OF WEST HALF OF THE EAST
HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5
SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF
LA QUINTA, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
PARCEL 2:
PARCEL B OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 09-501
RECORDED OCTOBER 23, 2009 AS INSTRUMENT NO. 2009-0548108 OF
OFFICIAL RECORDS, BEING A PORTION OF WEST HALF OF THE EAST
HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5
SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF
LA QUINTA, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
LOT LINE AD 1STMENT NO, 1o10-So8
APPRO THE CITY OF LA QUINTA
P N EPARTMENT
X I DATE:
al
z0
r
U
fw
w
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J
O
J
CITY OF LA QUINTA - CERTIFICATE OF LOT LINE ADJUSTMENT
EXHIBIT •B• I LOT LINE ADJUSTMENT NO. 2010-508
N. LINE SE 1S 4 BASIS OF BEARINGS P.O•C.
14.52' SEC. 29, T.5 ., -E. 1/4 COR. SEC. 29,
R.7E., S.B.M. N 893916 E 2650.59 n 5S., R.7E., S.B.M.
_ _ _ 66--- — HWY. 11 _ �� _—A
331.34' _ 57.30' _
N
N
W
Sin
N
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0
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rCS 1/16 COR.
SEC. 29
N 89'48'22 W
331.07' -
L
S. R/W LINED
HWY. 111 PER
OR 2007-0103255
PARCEL 1
9.426 AC.
(PAR. A LLA 09-501)
NEW ADJUSTED
LOT LINES
U S 90 00'00" W _ Ci
—_---_T`— --- c1 t00
`LOT LINE TO BE n
DELETED
S 89'50'26" W
21,18'
PARCEL 2
10.319 AC.
(PAR. B LLA 09-501)
LEGEND
EXISTING LOT LINE TO BE DELETED
EXISTING LOT LINE TO REMAIN
NEW ADJUSTED LOT LINE
S. LINE, NW 1/4,
SE 1/4, SEC. 29,
T.5S., R.7E., S.B.M.
3
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PAR. 2
S'LY LINE
PM 33960
F
ZO
W
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O
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Irs
- - - - - BASIS OF BEARINGS TAKEN FROM THE
NORTH LINE OF THE SE 1/4 OF SEC. 29,
T.5S., R.7E., S.B.M., AS SHOWN ON
CURVE DATA
NO.
DELTA
RADIUS
LENGTH
C 1
16-09 07"
300.00'
84.57'
C2
18-02'50"
300.00
94.50'
C3
90 09 34
200.00
314.72
RS 96/52, BEING N. 89'39'16" E.
IDMSA CONSUL'nNo, INC
PLAMallo ■ Cnm. Bsiim s M ■ LAM Suavexmo
342M Bar }Tors Drive ■ Rena himum ■ CA 92270
Twmwm (760) 32MM ■ FAx (760) 323-7893
J.N. 1920 11/09/2010 SHEET 1 OF 1
ACKNOWLEDGMENT
State of California
County of Riverside
On le iO before me,
insert nhme ar6ti thle of
personally appeared
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.
Signature o
(Seal)
PHYLLIS MANLEY
Commission M 1904584
i s Notary Public • California
Z Riverside County
Mg Comm. Ea Tres Oct 16, 2014 +
44
e-a
v
P.O. Box 1504
LA QUINTA, CALIFORNIA 92247-1504
78-495 CALLF, TAMPICO
(760) 7 7 7 - 7 0 0 0
LA QUINTA, CALIFORNIA 92253
FAX (760) 777-7101
Mr. Thomas P. Genovese, Executive Director
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247-1504
SUBJECT: LOT LINE ADJUSTMENT 2010-508
LA QUINTA REDEVELOPMENT AGENCY
Dear Mr. Genovese:
The Planning Department has reviewed your application for a Lot Line Adjustment
(LLA 2010-508). Based on zoning compliance and, correctness of the property
descriptions, the City has approved your request.
Attached are Exhibits A and B. Please have these documents recorded with the
County Recorder, and return a copy of the recorded documents to the Planning
Department. Until the recorded copies are received, the Lot Line Adjustment is not
complete. This letter shall be presented to the County Recorder as verification that
the City has approved the adjustment and requests its recordation.
By execution of this approval, the applicant agrees to indemnify, defend and hold
harmless the City of La Quinta from any legal claim or litigation arising out of the
City's approval of this Lot Line Adjustment,
Should you have any questions, feel free to contact me at (760) 777-7125.
Sincerely,
Director
C:- Public Works Department
AM 6095-010-CS3
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, California 92247
Attn: Executive Director
JAN 2 ,
DOC # 2011-0022972
01/18/2011 01:04P Fee:NC
Page 1 of 9
�I Recorded in Official Records
JI County of Riverside
Larry W. Ward
Assessor, County Clerk 8 Recorder
_, I IIII I IIIIIII IIIII III IIIII IIIIIII IIIII III IIIII IIII IIII
U
PAGE
SIZE
DA
MISC I
LONG
I RFD I
COPY
L
1 466
1 426
1 PCOR
NCOR
SMF
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T:
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UNI
[Exempt from Recordation Fee per Gov. Code § 27383
[Exempt from Documentary Transfer Tax per Rev. & Tax. Code § 119221 l
.QUITCLAIM DEED
FM
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
COSTCO WHOLESALE CORPORATION, a Washington corporation ("Grantor"), do(es)
hereby remise, release and forever quitclaim to LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic, all of Grantor's right, title and interest in and to the rights
reserved by and in that certain document recorded in the official records of Riverside County on
November 3, 1941, in Book 522, Page 69, only insofar as said document affects the real property
described as follows:
Refer to Exhibit "A" attached hereto and incorporated herein by this reference.
"Grantor"
COSTCO
Washing/tt
r By: L
� Its:
piWARD I
TION, a
881/015610-0047
1133332.01 all/24/I0
GIIR S it,cc�a�4v,.�
State off-� )
County of g ,_)
On AligVe wr- .21, cXO(o , before me, f Notary Public,
�� ( ttrt name an itle of the otlicer)
personally appeared
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.CaUfaftia that the
foregoing paragraph is true and correct. QuSLi,,,eAi,,
WITNESS my hand and official seal.
Signature J'tf(k� 1�
(seal)
p,tlt5r,�
l J
u'
n
882/015610-0047
1133332.01 al1/24/10 -2-
EXHIBIT "A" TO QUITCLAIM DEED
LEGAL DESCRIPTION OF PROPERTY
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
RIVERSIDE, CITY OF LA QUINTA, DESCRIBED AS FOLLOWS:
• ' See the two pages following this page.
8821015610-0047
1133332.01 al1/24110 - -3-
Title No. 10-725132366-C-SB
Locate No. CAFNT0972-0972-0051-0725132366
LEGAL DESCRIPTION
EXHIBIT "A"
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL 1:
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE WEST
HALF OF THE EAST HALF AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND
MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 29; THENCE SOUTH 89°39'16" WEST
ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1,656.57 FEET TO THE
NORTHEAST CORNER OF SAID WEST HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29; THENCE SOUTH 00008'10" EAST ALONG THE EAST LINE OF SAID
WEST HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION
29, A DISTANCE OF 60.93 FEETTO THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY III AS GRANTEDTOTHE
CITY OF LA QUINTA PER INSTRUMENT NO.2007-0076267 RECORDED FEBRUARY 1, 2007 AND RE -RECORDED
FEBRUARY 14, 2007 AS INSTRUMENT NO. 2007-0103255, OFFICIAL RECORDS, AND THE TRUE POINT OF
BEGINNING; THENCE CONTINUING SOUTH 0000810" EAST ALONG SAID EAST LINE A DISTANCE OF 626.13
FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 300.00
FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 01053-43" WEST; THENCE LEAVING SAID EAST LINE
AND WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 16°09'07', AN ARC
DISTANCE OF 84.57 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTHERLY, HAVING A
RADIUS OF 300.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 18002'50" EAST; THENCE WESTERLY
ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18002'50", AN ARC DISTANCE OF 94.50
FEET; THENCE NORTH 90000'00" WEST A DISTANCE OF 264.78 FEET TO THE BEGINNING OF A TANGENT
CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHWESTERLY ALONG
THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°09'34", AN ARC DISTANCE OF 314.72 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 89050'26" WEST A DISTANCE OF 21.18 FEETTO SAID WEST
LINE OF SAID EAST HALF OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
OF SECTION 29; THENCE NORTH 00109'34" WEST ALONG SAID WEST LINE, A DISTANCE OF 797.02 FEETTO
SAID SOUTH RIGHT-OF-WAY LINE OF HIGHWAY 111; THENCE NORTH 89P58'06" EAST ALONG SAID SOUTH
RIGHT-OF-WAY LINE A DISTANCE OF 662.65 FEET TO THE TRUE POINT OF BEGINNING.
SAID LAND IS ALSO SHOWN AS PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2010-508 AS DISCLOSED BY
GRANT DEED DISCLOSED DECEMBER 2, 2010, AS INSTRUMENT NO.2010-0575516, OF OFFICIAL RECORDS.
PARCEL 2:
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF THE WEST
HALF OF THE EAST HALF AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST. QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND
MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 29; THENCE SOUTH 89039'16" WEST
ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER, A DISTANCE OF 1,656.57 FEET TO THE
NORTHEAST CORNER OF SAID WEST HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29; THENCE SOUTH 00°08'10" EAST ALONG THE EAST LINE OF SAID
WEST HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION
29, A DISTANCE OF 60.93 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY 111 AS GRANTEDTO THE
CITY OF LA .QUINTA PER INSTRUMENT NO.2007-0076267 RECORDED FEBRUARY 1, 2007 AND RE -RECORDED
FEBRUARY 14, 2007 AS INSTRUMENT NO. 2007-0103255, OFFICIAL RECORDS; THENCE CONTINUING SOUTH
00008'10" EAST ALONG SAID EAST LINE A DISTANCE OF 626.13 FEET TO THE BEGINNING OF A NON -
TANGENT CURVE, CONCAVE NORTHERLY, HAVING, A RADIUS OF 300.00 FEET, A RADIAL LINE TO SAID
POINT BEARS SOUTH 01053-43" WEST, AND THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST
LINE AND WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 16-09-07", AN ARC
DISTANCE OF 84.57 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTHERLY, HAVING A
CLTA Prehmmar, Report Form - Modified (I I/ V/06)
EXHIBIT "A" (continued) Title No. 10-725132366-C-SB
Locate No. CAFNT0972-0972-0051-0725132366
RADIUS OF 300.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 18°02'50" EAST; THENCE WESTERLY
ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18-02-50", AN ARC DISTANCE OF 94.50
FEET; THENCE NORTH 90000'00" WEST A DISTANCE OF 264.78 FEET TO THE BEGINNING OF A TANGENT
CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 200.00 FEET; THENCE SOUTHWESTERLY ALONG
THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90009'34", AN ARC DISTANCE OF 314.72 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 8905026" WEST A DISTANCE OF 21.18 FEET TO THE WEST
LINE OF SAID EAST HALF OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
OF SECTION 29; THENCE SOUTH 00009'34" EAST ALONG SAID WEST LINE, A DISTANCE OF 500.13 FEET TO
THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29; THENCE
SOUTH 8904822" EAST ALONG SAID SOUTH LINE A DISTANCE OF 662.14 FEET TO SAID EAST LINE OF THE
WEST HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION
29; THENCE NORTH 00°08'10" WEST ALONG SAID EAST LINE, A DISTANCE OF 673.63 FEET TO THE TRUE
POINT OF BEGINNING.
SAID LAND IS ALSO SHOWN AS PARCEL 2 OF LOT LINE ADJUSTMENT NO. 2010-508 AS DISCLOSED BY
GRANT DEED RECORDED DECEMBER 2, 2010, AS INSTRUMENT NO.2010-0575516, OF OFFICIAL RECORDS.
APN: 600-020-047-1, 600-020-048-2
NGW A?rJ.. G60-6lo-653 Q G00-0aO--OS4
CLTA Prehminmy Re0on Po" - Modified (11/ V/06)
CERTIFICATE OF ACCEPTANCE
LA QUINTA REDEVELOPMENT AGENCY
THIS IS TO CERTIFY that the interest in real property and other interests conveyed by
the foregoing Quitclaim Deed executed on November 24, 2010, from COSTCO WHOLESALE
CORPORATION, a Washington corporation, to the LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic (the "Agency"), is hereby accepted by the
undersigned Executive Director of the Agency on behalf of the Agency, pursuant to authority
conferred by Resolution No. RA aaa-c,12of the Agency Board of Directors, adopted on
ae" LL, At t',Ojo and the Agency consents to recordation thereof by its duly
authorized officer.
Date:9,9, . , 2010
LA QUINTA REDEVELOPMENT
AGENCY'
omas P. Genovese, Executive Director
State of California )
County of Rwknd Lk-, )
On t d / 7 a /3.0I o before me, ' , Notary Public,
(here insert naine and title of the officer)
personally appearede
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.
4%r
Comttdsabn O 1904584
Nopry PUNK - California
Rivaraide County
Signature OCt
M Comm. Ex it a t . E
V
882/015610-0047
1133332.01 a11/24/10
RESOLUTION NO. RA 2010 - 012
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY AUTHORIZING THE AGENCY EXECUTIVE
DIRECTOR TO EXECUTE A CERTIFICATE OF
ACCEPTANCE FOR A QUITCLAIM DEED FOR PURPOSES
OF TERMINATING AN EASEMENT ON AGENCY
PROPERTY (APNs 600-020-047 & 600-020-048)
WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a public
body, corporate and politic, organized and existing under the California Community
Redevelopment Law ("Health & Safety Code § 33000 et seq.) ("CRL"); and
WHEREAS, pursuant to the CRL, the City Council of the City of La Quinta
("City" or "City Council," as applicable) approved and adopted the Redevelopment
Plan ("Redevelopment Plan") for Project Area No. 2 ("Project Area"), on May 16,
1989, by Ordinance No. 139; and
WHEREAS, a fundamental purpose of the CRL is to expand the supply of
low- and moderate -income housing (Health & Saf. Code, § 33071); and
WHEREAS, Agency staff is negotiating the terms of a disposition and
development agreement with Michael Shovlin and John Durso that would provide
for (i) the Agency to ground lease that certain real property located southeast of the
intersection of Dune Palms Road and Highway 111, in the City of La Quinta (the
"Property" to a limited partnership to be formed by Messrs. Shovlin and Durso; and
(ii) the partnership to construct and develop on the Property an affordable rental
housing development containing one hundred seventy-six (176) units; and
WHEREAS, the Property is encumbered by a pipeline easement granted in
1941 that would impede the development of the Property. Agency and City staff
have confirmed with the local utility providers that they do not have any pipelines in
the easement area; and
WHEREAS, Costco Wholesale Corporation, a Washington corporation, which
is the owner of the property benefited by the easement, has executed a quitclaim
deed in favor of the Agency, the recordation of which would effectively terminate
the easement; and
WHEREAS, the Agency Executive Director's current authority to execute
certificates of acceptance for deeds pursuant to Government Code Section 27281
is limited to deeds executed in connection with agreements, and Agency staff wish
to record the quitclaim deed without delay; and
Resolution No. RA 2010-012
Terminating an Easement on Agency Property
Quitclaim Deed - Shovlin
December 21, 2010
Page 2 of 3
WHEREAS, the Executive Director's acceptance of the quitclaim deed is in
accordance with the Redevelopment Plan and is of benefit to the Project Area and
the City of La Quinta; and
NOW, THEREFORE, BE IT RESOLVED BY THE LA QUINTA REDEVELOPMENT
AGENCY AS FOLLOWS:
1. That the above recitals are true and correct and incorporated herein.
2. Pursuant to Government Code Section 27281, the Executive Director is
hereby authorized and directed to execute the Certificate of Acceptance attached to
the quitclaim deed, which is on file with the Agency Secretary, and to thereafter
record the quitclaim deed in the Official Records of the County of Riverside.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the La Quinta
Redevelopment Agency held this 21" day of December, 2010, by the following
vote:
AYES: Agency Members Adolph, Franklin, Henderson, Chair Evans
NOES: Council Member Sniff
ABSENT: None
ABSTAIN: None
LINDA EVANS, Agency Chairperson
City of La Quinta, California
ATTEST:
City of La
(AGENCY SEAL)
Resolution No. RA 2010-012
Terminating an Easement on Agency Property
Quitclaim Deed - Shoviln
December 21, 2010
Page 3 of 3
APPROVED AS TO FORM:
4AT ERINE J SON, Agency Counsel
City of La Quinta, California
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of La Quinta
P. 0. Box 1504
La Quinta, California 92247
Attention: City Clerk
APN: 600-020-047-1
DOC # 2011-0100363
03/04/2011 01:07P Fee:NC
Page 1 of 10
Recorded in Official Records
County of Riverside
Larry W. Ward !
Assessor, County Clerk 8 Recorder
IIIIIIIIIilllllllllllllilllllllllllilllllllllllllllllll �3
y I R I U I PAGE I SIZE I DA I MISC I LONG I RFD CI COPY 1
M A L 466 426 COR COR SMF
ozel-eS3 11, 4-111 —7 IT: I CTY I UNI I pU01
SPACE ABOVE THIS LINE FOR RECORDER'S USE
(EXEMPT FROM RECORDERS FEE PURSUANT TO GOVERNMENT CODE SECTIONS 27383 AND 6103) 191
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the
"Grantor"), hereby grants to the CITY OF LA QUINTA, a California municipal corporation
and charter city ("Grantee"), that certain real property located in the City of La Quinta, County
of Riverside, State of California, described in the legal description attached hereto as Attachment
No. I and incorporated herein by this reference, with all improvements thereon (collectively, the
"Property") subject to all matters of record, and further subject to the following:
A. Conveyance in Accordance With Redevelopment Plan.. The Property is conveyed
in accordance with and subject to the Redevelopment Plan for Prolecfi Area °.tUa :'.
("Redevelopment Plan"), a copy of which is on file with the City Clerk of the City of La
Quinta, California. All uses on the Property shall conform to the uses permitted by the
Redevelopment Plan. The foregoing shall remain in effect until the expiration of the
Redevelopment Plan.
B. Nondiscrimination. Grantee, on behalf of itself and its successors and assigns to
all or any portion of the Property, covenants and agrees as follows:
1. Nondiscrimination Covenants. That there shall be no discrimination
against or segregation of any person, or group of persons on any basis listed in subdivision (a) or
(d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section
12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Property, or any part thereof, nor shall Grantee, or any person claiming under
or through him or her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the Property, or any part thereof. The foregoing
covenants shall run with the land.
2. Nondiscrimination Clauses in Agreements. Grantee agrees for itself and
any successor in interest that Grantee shall refrain from restricting the rental, sale, or lease of any
portion of the Property, or contracts relating to the Property, on the basis of race, color, creed;
religion, sex, marital status, ancestry, or national origin of any person. All such deeds, leases or
982/015610-0002
I116570 02 a02/11/11 -1-
contracts shall contain or be subject to substantially the following nondiscrimination or
nonsegregation clauses:
i. In deeds: "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation of, any person or group
of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or
permit any practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the
premises herein conveyed. The foregoing covenants shall run with the land."
ii. In leases: "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or
through him or her, and this lease is made and accepted upon and subject to the following
conditions: "That there shall be no discrimination against or segregation of any person or group
of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises
herein leased nor shall the lessee himself or herself, or any person claiming under or through him
or her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees,
subtenants, or vendees in the premises herein leased."
iii. In contracts relating to the sale, transfer, or leasing of the land or
any interest therein: "There shall be no discrimination against or segregation of, any person or
group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which
are the subject of this agreement, nor shall the grantee or any person claiming under or through
him or her, establish or permit any practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with
the land."
The foregoing nondiscrimination covenants shall remain in effect in perpetuity.
[Signatures on next page]
IIIIII IIIII�I I III II IIIIIIII IIII IIIII II IIIII IIII IIII 03?041 201f1 0 0607P
982/015610-0002
1116570.02 202/11/11 -2-
Veronica Montecino,
APPROVED AS TO FORM:
RUTAN,& TUCKER, LLP
ATTEST:
eronica Montecino, CMC City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
"Grantor"
LA QUINTA REDEVELOPMENT AGENCY,
a pu b dy, torpo%epolitic
y:
Thomas P. Genovese, Executive Director
"Grantee"
CITY OF LA QUINTA, a California municipal
co o and charter ty
-
Thomas P. Genovese, City Manager
�� E111111111111111103?0'301£000607P
882/015610-0002
1116570.02 a02/11/11 -3-
State of California ►
County of Riverside ►
On MARCH 1, 2011, before me, SUSAN MAYSELS 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. SU9AN MAYSELS
to RM3= COLOrTy
Signature Cavftm Eon APR 12013
(seal)
I IIIIII IIIIIII 113111111111111111111111111111111 03?0148 ofto
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of La Quinta, County of Riverside, State of California, described as
follows: See legal description EXHIBIT "A" attached hereto and made a part hereof
APN: 600-020-047-1
/Lt,a-AN lava-o26-o53
lla." ate., O (At l (I ' N-kc UYM IV_
0ese15eaa�P1111111111111111111111111111111111111111111111111111111111 fe
982rols610-0002
1116570.02 a02/UM -5-
EXHIBIT "A"
LEGAL DESCRIPTION
LOT LINE ADJUSTMENT NO.2010-508
PARCEL is
IN THE CITY OF 'LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF THE WEST HALF OF THE EAST HALF
AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5
SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE
PARTICULARLLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 29;
THENCE SOUTH 89"39'16" WEST ALONG THE NORTH LINE OF SAID
SOUTHEAST QUARTER, A DISTANCE OF 1,656.57 FEET TO THE
NORTHEAST CORNER OF SAID WEST HALF OF THE EAST HALF OF THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29;
THENCE SOUTH 00908'10- EAST ALONG THE EAST LINE OF SAID WEST
HALF OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29, A DISTANCE OF 60.93 FEET TO
THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY 111 AS GRANTED TO
THE CITY OF LA QUINTA PER INSTRUMENT NO. 2007-0076267
RECORDED FEBRUARY 1, 2007 AND RE -RECORDED FEBRUARY 14, 2D07
AS INSTRUMENT NO. 2007-0103255, O.R., AND THE TRUE POINT OF
BEGINNING;.
THENCE CONTINUING SOUTH 00"08'10" EAST ALONG SAID EAST LINE A
DISTANCE OF 626.13 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 300.00 FEET, A
RADIAL LINE TO SAID POINT BEARS SOUTH 01053'43" WEST;
THENCE LEAVING SAID EAST LINE AND WESTERLY ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 16"09'07", AN ARC
DISTANCE OF 84.67 FEET TO THE BEGINNING OF A REVERSE CURVE,
CONCAVE SOUTHERLY, HAVING A RADIUS OF 300.00 FEET, A RADIAL
LINE TO SAID POINT BEARS NORTH 18*02'50- EAST;
THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 18002'50", AN ARC DISTANCE OF 94.50 FEET;
THENCE NORTH 90000'00" WEST A DISTANCE OF, 264,78 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 200.00 FEET;
LOT UNE ADJUSTMENT NO. zm-SC8
jFDf6XAF=TMlKr
BYY Of LA QUINTA
Page 1 of 4 DATE: N E /G
IIIIII IIIIIII IIIII IIII IIIII IIIII 0
11111111 Hill IIII IIII 03/0 /60 f10607P
EXHIBIT "A"
LEGAL DESCRIPTION
LOT LINE ADJUSTMENT NO.2010-505
THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 90009'34", AN ARC DISTANCE OF
314.72 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 89'50'28" WEST A
DISTANCE OF 21.18 FEET TO THE WEST LINE OF SAID EAST HALF OF
THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF SECTION 29;
THENCE NORTH 00009'34" WEST ALONG SAID WEST LINE, A DISTANCE
OF 797.02 FEET TO SAID SOUTH RIGHT-OF-WAY LINE OF HIGHWAY 111;
THENCE NORTH 89058V6" EAST ALONG SAID SOUTH RIGHT-OF-WAY
LINE A DISTANCE OF 662.65 FEET TO THE TRUE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND
RIGHTS -OF -WAY OF RECORD.
CONTAINING 410,599 SQUARE FEET OR 9A26 ACRES, MORE OR LESS.
EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
PREPARED BY OR UNDER THE DIRECTION OF:
l :MrM 2h . M LEl.54376
ANTHON MADDOX P.L.S. 5476 0
EXP. 09/30/2012 DATED: JI i0
wr LIKE ADJUSiMEKr No.:w soe
APP YTHE CRY 0, UQUJNTp
ARTgEHT�� n
Page 2 of 4
11111IIIIIII II III IIIII II IIII IIIII III IIII III IIII 031001 2 of 10607P
EXHIBIT "A"
EXISTING LEGAL DESCR
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS
DESCRIBED AS FOLLOWS:
PARCELI:
PARCEL A OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 09-501
RECORDED OCTOBER 23. 2009 AS INSTRUMENT NO. 2009-0548108 OF
OFFICIAL RECORDS, BEING A PORTION OF WEST HALF OF THE EAST
HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5
SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF
LA QUINTA, STATE OF CALIFORNIA, ACCORDING, TO THE OFFICIAL PLAT
THEREOF.
PARCEL2:
PARCEL B OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 09-501
RECORDED OCTOBER 23, 2009 AS INSTRUMENT NO, 2009-0548108 OF
OFFICIAL RECORDS, BEING A PORTION OF WEST HALF OF THE EAST
HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
AND THE EAST HALF OF THE WEST HALF OF THE NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5
SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF
LA QUINTA, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
LOT UNE AD STMENT NO. tho-So8
APPRO THE CITY OF LA QUINTA
N EPARTMENT
DATE, IB
x
IIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIII IIII III 03 00/8 of090607P
CITY OF LA QUINTA — CERTIFICATE OF LOT LINE ADJUSTMENT I
EXHIBIT 'B' I LOT LINE ADJUSTMENT NU. MU-0Utl
N. LINE SE 1 /4 BASIS OF BEARINGS P.O.C.
SEC. 29, T.SS., o E. 1/4 COR. SEC. 29,
14.52' — / R.7E., S.B.M. N 662.68' E HWY 91 1 Y5S., R.7E., S.B.M.
331.34' _?R5;7.30
N —
w
N
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— — —
CS 1/16 COR.
p c
SEC. 29
J Q
N 89'48'22" W
331.07' -
S. R/W LINE--
HWY. 111 PER
OR 2007-0103255
PARCEL 1
9.426 AC.
(PAR. A LLA 09-501)
NEW ADJUSTED
LOT LINES
3 264.78
K89S*5�O�'26"
S 90.00.00"Wc
LOT LINE TO BE
D—ELETED
S 01'S3'43" N
ZW (R)
89'50'26" W
21,18'
0
0
0
PARCEL 2
10.319 AC.
(PAR. B LLA 09-501)
LEGEND
EXISTING LOT LINE TO BE DELETED
EXISTING LOT LINE TO REMAIN
NEW ADJUSTED LOT LINE
S. LINE, NW 1/4,
SE 1/4, SEC. 29,
T.5S., R.7E., S.B.M.
1-CID
-
O
ILI
LL
LL
Lu
7
I
� S'LY LINE
PM 33960
— — — — — BASIS OF BEARINGS TAKEN FROM THE
NORTH LINE OF THE SE 1/4 OF SEC. 29,
T.5S., R.7E., S.B.M., ASS OWN ON
CURVE DATA
NO.
DELTA
RADIUS
LENGTH
Cl
16 09 07"
300.00'
84.57
62
18'02'50"
300.00
94.50'
C3
90'09 34
200.00
314.72
RS 96/52, BEING N. 89 39 16 E.
MSA CONSULTING, INC,
Puumma a Ctva. Emmm m m a Lmw Smtvnmo
ID
34200 Boa Hove Dun ■ RANcao MazAoa ■ CA 92270
7mmwo>m (760) 320-M a FAx (760) 323-7893
J.N. 1920 11/09/2010 SHEET 1 OF 1
IIIIIII IIIIIIIIIIIIII IIIIIIII IIIII 11111111111111111 IN 03 0019015000607P
GRANTEE'S ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
3�f , 2011 from the LA QUINTA REDEVELOPMENT AGENCY, a public
body, corporate and politic (the "Grantor"), to the CITY OF LA QUINTA, a California
municipal corporation and charter city (the "Grantee"), is hereby accepted by the undersigned
officer or agent on behalf of the City pursuant to authority conferred by Resolution No. 2011-
011, adopted by the City Council of the City on February 15, 2011, and the Grantee consents to
recordation thereof by its duly authorized officer.
Dated: 12villBy: / ��lle✓- �tityL
Thomas P. Genovese, City Manager
1111111111111111111111111111111111111111111111111111111030011011o0019
882/015610-M2
1116570.02 a02/11/11 -6-
OFFICE OF THE CITY CLERK
MEMORANDUM (760) 777-7103
DATE: December 16, 2011
TO: Property files:
RDA(Fvrt ovyt3ed APNs 600=020-04� &.0-$,
Costco owned APN 600-020-033 (quitclaim deed)
FROM: Susan Maysels, Deputy City Clerk
SUBJECT: release of pipeline easement recorded on the 3 parcel above
The pipeline easements must be extinguished in order for the city to develop the
lots for affordable housing. Nothing can be built over the easement until that is
done.
A pipeline easement was recorded 11/3/1941, and reserved by Adeline Darling et
al, on the lots now identified as APNs 600-020-047 and 048 owned by the LQ RDA
.and APN 600-020-033 owned by Costco Wholesale Corporation.
When the properties were sold by Darling et al, the pipeline easement was reserved
by Darling. Ed Wimmer, the City's Principal Engineerbelieves the pipeline must
have been for irrigation. City staff confirmed with all local utility providers that they
had no pipelines in this easement area.
Over time, the properties were transferred from Darling at al to various owners, all
the while, the pipeline easement remained for the Darlings. City attorneys and staff
tried to reach Ms. Darling or her successors -in -interest in order to get the easement
released. That effort was unsuccessful - they were unable to track anyone down.
The solution agreed upon by lawyers and the title company involved was to record
quitclaim deeds from all the current owners stating that the Grantor of each
property quitclaims interest in the rights of the 11/3/1941 recorded doc (Book 522,
Page 68 & 69 - see attached copy).
This was done for APNs 600-020-047 and 048 by a Quitclaim Deed recorded in
favor of the LQ RDA in January 2011. It was done for Costco's APN 600-020-033
by a Quitclaim Deed in favor of the City of LQ recorded in January 2012.
The City/RDA will abandon the easement
4:Q
20,(
K. p.?�6a04 8'
T.
a91
;maw. RINIDSSTO
) �i,�(,S •��
AOSLiNB DARLING.
IN C:USID34ATI61: of Two andNo/IOC Dollnre JO1.N W. RHODES. an unmarried man
do. Lareby grant to ADELINg DARLIND, a hurried women, all that real property situate
In the County of Riveraido, State of California, described as follows:
The Northwest quarter of the Southeast quarter of Section 29, Township
5 South, Range 7 East$ Sett Bernardino case and Meridian,
RESERYLSG tberpfrom a right of way for road purposes over the Westerly
thirty (30) feet.
SUBJECT TO:
1: Taxes for the fiscal year 1941-42. -
2: Sights or way, reservations and restrictions as not. of record.
:lI7NSSS our hau,48 this sth day of April, 1941.
~ John W.Rhodes
31.10 cancelled.
b'TATS Of CALIYORRLi,
Iounty of Los Angeles ) Be. -
On this llth dny of April, 1941, before ne, W.Arnold, a Notary Public in
end for mid County and Slflte, personally appeared .7ohn W.Rhodes, known to me. to be the
parsoh described In and wtnme seeks is Subscribed to the within instrument, and ncknowl-
edged that no executed the sees.
WITN933 ny hand and official seal the dej and year in the& eertlfloate
first above written. i
14. Arnold,
(NOTARIAL SEAL) Notary Pnblia in and for mid County
:iy eon. expires J8n.11. 191,2. and State.
:iecaived for record Nov ), 1941 at 9 o'clock A.N. at request of Security Tit
lns L Ctee Co. Copied in Book No. 522 of Official c:eeords, page 68, records of Rivers,
County, California.
Peas 41.00 Jack :,.Rose, Recorder. ,
let L:Hyda; Comperer K.
Corpared: CO'yW*tmen. ,
i
ADELINE DARLLCG ET AL
TO
DALE WILLIANS
IN CONSIDERATION of Ten and No/100 D011e6 ADELINE DARLING and J.F.D/.RLING,
7 her husband, do hereby great to RALE WILLIAI69 a ma.:rled men, all that reel DroDeity
i+ situate in the county of !Riverside, State of Callro-unia, described an follows:
The went half (WIj) of the Went half (W+j) .fir the Northwest quarter
the Southeast quarter-(SEi:) or Section .29, Townehip'5 South, Rases 7, Nast, Sac.Bar-
narlino Base and merldlan; RESSaYi NG.therbfrom a right of way for road purD.osse over
the Westerly 30 feet.
i ALSO BESERYINO-to the geaators hereia a right of way for Sipe line's fver
the Southerly six (6) feet and the Northerly Six (6' feet of the above described..
property. t..
69
SUBJECT TO: _\-
1; Taxes for the fiscal year 1941-42; also second half of taxes for 1940-41.
2: Rights of way, reservations and restrictions as now of record. ' WITLESS our hand' this Sth day of April. 1941.
. U•S•:•t•S4,55 cancalle i. Adelles Darling
J.F.Darliag
STdT3 OF CALIFORNIA, )
County of Riverside ) sq.
On thla 11 do. of April, 1941, before me,.. a Notary public in and for said
County and State, personally appeared Adeline Darling and 'J .F.Dsrling, known to ma
to be the persona described in and whose names ere subscroUed L and acknowledged that tJey executed the same, o the within instrument,
r11T11ES3 v
m, ha. -Id end official Beal the day and year in this certificate. first
above written.
H.R.Whlttlesey
(NOTARIAL SEAL), Notary ?ublic in and for said County
and State.
Received for record Nov_j• 1941 at 9 o'clock A.11. at request of Security Title g92
l
ins to Gtee Co. Copied in Book No. 522 of Official. Records, o8 et dlirlty it
riverside County. California. pegs seq.,
of
Fees 31.00 Jack A.46s, Recorder.
Compared: Copycat L.I:yde; Comparer X1lfiibcen.
ADELifii Di.RLil:O ET AL ) _
TO ) i
CARL R. FARMER )
1N COhS1DSRATIOi1 of Ten and /100 Dol :e ADEhIlI3 DARIS90 and J.F.DARLING,
her husband, do hereby grant to CARLR. FAR1� , a married man, all Chet reel property
situate in cheeCounty of Riverside, State o Ca11((•ornieI described as follows:
The East half (Ed) of the West he Wj) hf the Northwest
Southeast quarter (SE;) of Section East,
San
(Bern rd the
3a ee end �� Qo nah-SoutA, Range 7 Beet, San Bernardino
9eridlan; RESERVING to the a tore here.. a right of way for pipe lines
over the Southerly sit (6) feet and the property. Northerly'six (o) feet of the above described
SUBJECT TO:
1: Tana for the fiscal year 1941-42; alas second halt taxes for 1940-41.
2: Rights of way, reservations end restrictions as now of record.
WITNESS our hands this 8th day of April, I'9b1. -
U.S.1.R,g•3.55 cancelled. - AdellnelDerling '
STATE Or CALIFORNIA, )' d.F.DerIiag
County of Riverside ) as.
On this 11 day of April, 1941, before me, a Notary public in sad for said
County and State, parsovslly appeared Adeline Darling and J.F.Darling, known to me
tone the Persona described in and whose ames are subscribed to the within matrumewt,
and acknowledged that tnev areenf.AA h.. nllo
RECORDED AT THE REQUEST OF AND
WHEN RECORDED MAIL TO:
City of La Quinta km
P.O. Box 1504
La Quinta, California, 92245
APN 600-020-053
DOC # 2012-0219204
05/21/2012 03:35P Fee:NC
Page 1 of 8
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
11111111111111111111111 HE 111111111111111f 111111111
SIZE I DA I MISC I LONG I RFD I COPY
465 1 426 1 PCORI NCORI SMF
CTY I UNI
(EXEMPT FROM RECORDING FEE PURSUANT TO GOVERNMENT CODE SECTION 27383)�
6M A74 DEED RESTRICTION
THIS DEED RESTRICTION ("Deed Restriction") is made as of [OK030
_, 2012, by CITY OF LA QUINTA, a California corporation and
c1farter city ("City"), with reference to the following facts:
RECITALS
1. City is the record owner of fee simple title to that certain real property
located in the City of La Quinta, County of Riverside, State of California ("City
Property"). The City Property is more particularly described in Exhibit "C", which is
attached hereto and incorporated herein by this reference.
2. City has approved the design and development of a public street (the
"ROW") that will traverse across portions of the City Property. The location of the ROW
within the City Property (the "City Property ROW") is more particularly described in
Exhibit "A" and is depicted in Exhibit `B", both of which exhibits are attached hereto
and incorporated herein by this reference.
City intends, at some future date, to sell the City Property so that it may be
developed.
4. City desires to record this Deed Restriction against the City Property to
restrict the City Property ROW, in perpetuity, for development and use of the ROW.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, City hereby declares as follows:
Deed Restriction. The City Property ROW shall be used solely for the
development and use of the ROW and for no other purpose.
2. Reservation of Easement. Any conveyance of the City Property shall include a
reservation of easement over the City -Property ROW in favor of the City of La
Quinta that provides the City of La Quints with the right to access, maintain,
repair, and use the City Property ROW.
882/015610-0002
3244360.1 a04/20/12
Modification: Termination. This Deed Restriction may not be modified or
terminated without the prior written consent of the City of La Quinta.
4. California Law. This Deed Restriction shall be construed in accordance with the
internal laws of the state of California.
5. Captions. The captions and headings used in this Deed Restriction are for
convenience only and therefore do not constitute a part of this Deed Restriction
and do not amplify or limit the meaning of the provisions of this Deed Restriction.
6. Severability. Any provision of this Deed Restriction adjudicated by a court of
competent jurisdiction to be invalid or unenforceable for any reason shall be
ineffective to the extent that such prohibition or invalidity shall not invalidate or
otherwise render invalid or unenforceable any remaining provisions of this Deed
Restriction.
Runs with the Land, Successors and Assiens. The terms and conditions of this
Deed Restriction shall run with and bind the City Property and shall inure to the
benefit of and shall be binding upon City and City's successors and assigns, and
all subsequent owners of all or any portion of the City Property, together with
their grantees, successors, heirs, executors, administrators, designees and assigns.
This Deed Restriction shall be recorded in the Official Records of Riverside
County, California.
8. Benefited Property. The burden of the use restrictions set forth in this Deed
Restriction touch and concern the land by enhancing and increasing the
enjoyment and use of the entirety of the ROW, which is hereby designated as
benefited property, by the citizens of the City of La Quints and thereby furthering
the health, safety and welfare of the residents of the City of La Quinta.
[End — Signature page follows]
882/015610-0002
3244360.1 a04/20/12 -2-
IN WITNESS WHEREOF, this Deed Restriction has been executed by City as of
the day and year first above written.
«CIt,,t
CITY OF LA QUINTA, a California
municipal corpora
corpora on and charter city
Date: c/ - � 2012 By: V V no-- :_
Interim City Manager
ATTEST:
Susan Maysels, Interinqity Clerk
APPROVED AS TO FORM:
IMIA
0
882/015610-0002
3244360 1 a04/20/12 -3-
State of California
County of Riverside
On April 24, 2012, before me, SUSAN MAYSELS, Notary Public, personally
appeared MARK WEISS 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. 8tlSAN M YSEl.8
' f:OM1a.01844479 x
NOTARY Ksm • CALIFORNIA
RIVERSIDE COUNTY
Comriaebn APR 13 2013 +
Signature
(seal)
DOCUMENT:
DEED RESTRICTION on APN 600-020-053 — Dune Palms/Hwy 111,
Parcel 1 of LLA 2010-508.
EXHIBIT "A"
LEGAL DESCRIPTION
RIGHT-OF-WAY & PUE DEDICATION
IN THE CITY OF LA QUINTA, COUNTY OF .RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT
NO. 2010-508, RECORDED DECEMBER 2, 2010 AS DOCUMENT NO. 2010-
0575516, O.R., BEING IN THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7
EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF PARCEL 2 OF SAID LOT LINE
ADJUSTMENT NO. 2010-508, SAID POINT ALSO BEING THE SOUTHWEST
CORNER OF THE EAST HALF OF THE WEST HALF OF SAID NORTHWEST
QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29;
THENCE NORTH 00009'34" WEST ALONG THE WESTERLY LINE OF SAID
PARCEL 2, A DISTANCE OF 500.13 FEET TO THE MOST SOUTHERLY
SOUTHWEST CORNER OF SAID PARCEL 1;
THENCE ALONG THE SOUTHERLY LINES OF SAID PARCEL 1 THROUGH THE
FOLLOWING SIX (6) COURSES:
(1) THENCE NORTH 89°50'26" EAST A DISTANCE OF 1.18 FEET TO THE TRUE
POINT OF BEGINNING.
(2) THENCE CONTINUING NORTH 89°50'26" EAST A DISTANCE OF 20.00 FEET
TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 200.00 FEET, A RADIAL LINE TO SAID POINT BEARS
SOUTH 89050'26" WEST;
(3) THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 90-09-34", AN ARC DISTANCE OF 314.72 FEET;
(4) THENCE NORTH 90000'00" EAST A DISTANCE OF 264.78 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS
OF 300.00 FEET;
(5) THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 18002-50", AN ARC DISTANCE OF 94.50 FEET TO THE
BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY, HAVING A RADIUS
OF 300.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 18°02'50" WEST;
(6) THENCE EASTERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A
CENTRAL ANGLE OF 16-09-07", AN ARC DISTANCE OF 84.57 FEET TO THE
EASTERLY LINE OF SAID PARCEL 1, SAID LINE ALSO BEING THE EASTERLY
LINE OF THE WEST HALF OF THE EAST HALF OF SAID NORTHWEST QUARTER
OF THE SOUTHEAST QUARTER OF SECTION 29;
THENCE NORTH 00008'10" WEST ALONG SAID EASTERLY LINE, A DISTANCE OF
20.01 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE
Page 1 of 2
EXHIBIT "A"
LEGAL DESCRIPTION
RIGHT-OF-WAY & PUE DEDICATION
NORTHERLY, HAVING A RADIUS OF 280.00 FEET, A RADIAL LINE TO SAID
POINT BEARS SOUTH 02002'26" WEST, SAID LINE BEING PARALLEL WITH AND
20.00 FEET NORTHERLY OF SAID SOUTHERLY LINE OF PARCEL 1;
THENCE ALONG LINES PARALLEL WITH AND 20.00 FEET NORTHERLY OF SAID
SOUTHERLY LINES OF PARCEL 1 THROUGH THE FOLLOWING FOUR (4)
COURSES:
(1) THENCE WESTERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A
CENTRAL ANGLE OF 1600024", AN ARC DISTANCE OF 78.22 FEET WEST TO
THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY, HAVING A
RADIUS OF 320.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH
18°02'50" EAST;
(2) THENCE WESTERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A
CENTRAL ANGLE OF 18-02-50", AN ARC DISTANCE OF 100.79 FEET;
(3) THENCE NORTH 90°00'00" WEST A DISTANCE OF 264.78 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY, HAVING A
RADIUS OF 220.00 FEET;
(4) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 90-09-34", AN ARC DISTANCE OF 346.19 FEET TO THE
TRUE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -
WAY OF RECORD.
CONTAINING 15,486 SQUARE FEET OR 0.355 ACRES, MORE OR LESS.
EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
PREPARED BY OR UNDER THE DIRECTION OF:
ANTHONY D4MDDOX P.L.S. 5476
EXP. 09/30/2012
DATED: O 0 01
Page 2 of 2
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EXHIBIT "B"
RIGHT-OF-WAY & PUE DEDICATION
HWY.111
CTR. SEC.
29
S. R/W LINE
of
HWY. 111 PER
OR 2007-0103255
U
3 N
PARCEL 1
N
� (D
lll�l
LLA 2010-508
DOC. NO. 2010-0575516
0
nj N
00
REC. 12/02/10, O.R.
�w
I
w
uj N
(N
4i'4
z
ETY LINE
OF PAR. 1
W
a
��
Z O\
J
IL°i
3 z
R/W & PUE
3
3 N
mrWL'Y
LINE
15,486 SO. FT.
N
Li�
OF PAR.
1 0.355 AC.
o
V
0EL
3
w
w z
IL
\0-1.1-92
4.78' -- C5
P.O.C.-\
SW FOR.
i PAR. 2
N 90'00'00" E
SL'Y LINE S 16
OF PAR. 1
`L1
T.P.O.B.
00o R/W & PUE
S 89'50'26" W
3 20.00' �R) "ro
DETAIL cZGo' o `moo
oNOT TO SCALE QQ ��ti
z
GG
CS 1/16 COR.
SEC. 29
CURVE DATA
NO.
DELTA
RADIUS
LENGTH
Cl
90'09'34"
200.00'
314.72'
C2
18702'50"
300.00'
94,50
C3
16'09'07'
300.00
84.57'
C4
16'00'24"
280.00'
78.22'
C5
18'02'50"
320.00'
100.79'
C6
90'09'34'
225-0—V
346.19'
S. LINE, NW 1/4,
SE 1/4, SEC. 29,
T.5S., R.7E., S.B.M.
N. LINE SE 1 /4
SEC. 29, T.5 .,
R.7E., S.B.M.
Z:N/�
DATED:—Wlt"=-
O
rn (D
MI
M 0)
O 1�1
Z W
� N
a
m m
a
o_
1 " = 200'
LINE DATA
NO.
BEARING
LENGTH
L1
IN 89'50'26" E
21.18'
1-2
IN 00'0810 W
120.01
IDMSA CONSULTING, INC.
m Pwa m ■ arm ExaorESRM ■ LZ6 SMVEMCI
342W BoE HOPE DRm ■ RANCHO MmAOE ■ CA 92270
Tw"HoNE (760) 320.98U m FAx (760) 323-7893
EXHIBIT "C"
THE PROPERTY
ALL THAT PROPERTY IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, LOCATED IN A PORTION OF THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 29,
TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND
MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1 OF LOT LINE ADJUSTMENT NO. 2010-508 AS RECORDED IN
GRANT DEED DECEMBER 2, 2010 AS DOCUMENT NO. 2010-0575516 OF
OFFICIAL RECORDS OF SAID COUNTY AND STATE.
No Recording Fees
Required Per
Government Code
Section 27383
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
COACHELLA VALLEY WATER DISTRICT
Post Office Box 1058
Coachella, California 92236
------------------
DOC a 2012-0274566
06/14/2612
Customer Colp�Y Label
The paper to whichpeekhis label is
of uithd the srecordednot kndooumcompared ent
Larry W Ward
County o Riverside
Assessor, County Clerk & Recorder
Se-e d®(if 2-012- D 31 1:3107
APN: 600-020-053 (Space above this line is for Recorders use)
GRANT OF EASEMENT/PIPELINE(S)
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, CITY OF LA QUINTA, a
California municipal corporation and charter city ("Grantor") does hereby grant to COACHELLA VALLEY
WATER DISTRICT, a public agency of the State of California ("Grantee"), and its successors and assigns, a
perpetual, nonexclusive easement and right-of-way to install, construct, enlarge, survey, reconstruct, remove and
replace, operate, maintain, repair, improve and relocate underground pipeline(s), which pipeline(s) may be
installed at different times, and over a period of time, and necessary devices and appurtenances thereto in, on,
over, under, along and across that certain real property in the County of Riverside, State of California, described
in Exhibit "A" and depicted in Exhibit "B" attached hereto and by reference made a part hereof.
The foregoing easement includes the reasonable right of access to and from said easement for the purpose of
exercising the rights granted herein.
Said pipeline(s) and every part thereof shall, where it crosses Grantor's land, be confined to lands
hereinabove-described, and shall be constructed by Grantee with sufficient ground cover (i.e., distance between
ground surface and top of such pipeline(s)) as shown on the construction plans for such pipeline(s).
Notwithstanding the foregoing, the ground cover shall not be changed by any party other than Grantee. Fixtures
and appurtenances used or useful in the operation of said pipeline(s) may be constructed any distance either
below or above the ground surface.
The Grant of Easement herein contained shall include the right to enter said premises, to survey, construct,
reconstruct, lay, relay, maintain, operate, control, use and remove said pipeline(s), fixtures, appurtenances, and to
remove objects interfering with the construction, operation and maintenance thereof.
-- The -Grantor reserves the right to cultivate, occupy and use said premises for any purpose not inconsistent with
the rights and privileges above granted and which will not interfere with or endanger said pipeline(s), fixtures
and appurtenances or the use thereof. The Grantee shall use due care in the construction, operation and
maintenance of said pipeline(s), fixtures and appurtenances.
Date 5 - 3 O- L 1
Date
GRANTOR(S)
CITY OF LA QUINTA, a California municipal corporation
and charter
�city I
By � 1/\t--L—
Mark Weiss, Interim City Manager
By N A
Post Office Box 1504
(mailing address)
La Ouinta, CA 92247
(city) (state) (zip code)
Doc. No.
CVWD-580 (Rev. 8/09)
State of California ►
County of Riverside
On May 31, 2012, before me, SUSAN MAYSELS, Notary Public, personally
appeared MARK WEISS 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. rMMIAR"""""" g"SUSAN�MAYSELS
COMM 01844479
NOTARY PUBLIC • CWFORNIA
V RNERSIDE COUNTY
Signature ComNspon APRffi 2013 +
(seal)
DOCUMENT:
GRANT OF EASEMENT / PIPELINE signed May 30, 2012 from LQ Housing
Authority to CVWD for APN 600-020-053 (Coral Mountain Apartments).
EXHIBIT "A"
LEGAL DESCRIPTION
DOMESTIC WATER AND SEWER PIPELINE(S) EASEMENT
BEING A PORTION OF THAT PROPERTY IN THE CITY OF LA QUINTA,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS
PARCEL 1 IN GRANT DEED, RECORDED DECEMBER 2, 2010 AS
DOCUMENT NO. 2010-0575516, OFFICIAL RECORDS OF SAID COUNTY
AND STATE, LOCATED IN THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7
EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 1, SAID
POINT ALSO BEING THE NORTHWEST CORNER OF PARCEL MAP NO.
33960 AS SHOWN BY MAP ON FILE IN BOOK 216, OF PARCEL MAPS, AT
PAGES 59 THROUGH 61, INCLUSIVE, RECORDS OF RIVERSIDE COUNTY;
THENCE SOUTH 00008'10" EAST ALONG THE EAST LINE OF SAID
PARCEL 1 AND THE WEST LINE .OF SAID PARCEL MAP NO. 33960, A
DISTANCE OF 382.87 FEET TO THE MOST WESTERLY NORTHWEST
CORNER OF THAT CERTAIN SEWER AND WATER PIPELINE EASEMENT
PER GRANT OF EASEMENT/PIPELINE RECORDED OCTOBER 13, 2006 AS
DOCUMENT NO. 2006-0757166, OFFICIAL RECORDS OF RIVERSIDE
COUNTY, AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00008'10" EAST ALONG SAID EAST LINE
OF PARCEL 1 AND THE WEST LINE OF SAID SEWER AND WATER
PIPELINE EASEMENT, A DISTANCE OF 20.00 FEET TO THE MOST
WESTERLY SOUTHWEST CORNER OF SAID SEWER AND WATER
PIPELINE EASEMENT;
THENCE LEAVING SAID EAST LINE OF PARCEL 1 AND SAID WEST LINE
OF THE SEWER AND WATER PIPELINE EASEMENT NORTH 90000'00"
WEST, A DISTANCE OF 18.02 FEET; -- - -- --
THENCE SOUTH 00000'00" WEST, A DISTANCE OF 201.97 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY,
HAVING A RADIUS OF 280.00 FEET, A RADIAL LINE TO SAID POINT
BEARS SOUTH 05°50'08" WEST;
THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 03-47-42", AN ARC DISTANCE OF 18.55 FEET TO A
POINT ON AFOREMENTIONED WEST LINE OF PARCEL MAP NO. 33960;
THENCE NON -TANGENT TO SAID CURVE SOUTH 00008'10" EAST ALONG
SAID WEST LINE, A DISTANCE OF 20.01 FEET TO THE BEGINNING OF A
NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF
300.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 0105343"
Page 1 of 3
EXHIBIT "A"
LEGAL DESCRIPTION
DOMESTIC WATER AND SEWER PIPELINE(S) EASEMENT
WEST, ALSO BEING A POINT ON THE NORTHERLY LINE OF THAT
CERTAIN PUBLIC RIGHT-OF-WAY AND PUBLIC UTILITY EASEMENT
RECORDED MAY 4, 2012 AS DOCUMENT NO. 2012-0206092, OFFICIAL
RECORDS OF RIVERSIDE COUNTY;
THENCE ALONG SAID NORTHERLY LINE THROUGH THE FOLLOWING
THREE (3) COURSES:
(1) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 16009'07", AN ARC DISTANCE OF 84.57
FEET, TO THE BEGINNING OF A REVERSE CURVE CONCAVE
SOUTHERLY, HAVING A RADIUS OF 300.00 FEET, A RADIAL LINE TO SAID
POINT BEARS NORTH 18°02'50" EAST;
(2) THENCE NORTHWESTERLY ALONG THE ARC OF SAID REVERSE
CURVE, THROUGH A CENTRAL ANGLE OF 18002'50", AN ARC DISTANCE
OF 94.50 FEET;
(3) THENCE NORTH 90°00'00" WEST, A DISTANCE OF 78.24 FEET;
THENCE LEAVING SAID NORTHERLY LINE NORTH 00000'00" EAST, A
DISTANCE OF 20.00 FEET;
THENCE SOUTH 90000'00" EAST, A DISTANCE OF 78.24 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A
RADIUS OF 320.00 FEET;
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 18002'50", AN ARC DISTANCE OF 100.79 FEET TO
THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY,
HAVING A RADIUS OF 280.00 FEET, A RADIAL LINE TO SAID POINT
BEARS SOUTH 18002'50" WEST;
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID REVERSE CURVE,
THROUGH A CENTRAL ANGLE OF 05034'32", AN ARC DISTANCE OF 27.25
FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 00000'00" WEST, A
DISTANCE OF 17.98 FEET;
THENCE NORTH 90000'00" EAST, A DISTANCE OF 12.00 FEET;
THENCE NORTH 00000'00" EAST, A DISTANCE OF 245.70 FEET;
THENCE SOUTH 90000'00" EAST, A DISTANCE OF 20.00 FEET;
Page 2 of 3
EXHIBIT "A"
LEGAL DESCRIPTION
DOMESTIC WATER AND SEWER PIPELINE(S) EASEMENT
THENCE SOUTH 00000'00" EAST, A DISTANCE OF 46.86 FEET;
THENCE NORTH 90000'00" EAST, A DISTANCE OF 17.97 FEET TO THE
TRUE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND
RIGHTS -OF -WAY OF RECORD.
CONTAINING 11,087 SQUARE FEET OR 0.255 ACRES, MORE OR LESS.
EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
PREPARED BY OR UNDER THE DIRECTION OF: _ pLLAlyps\
pY D. 9L�
ANTHONY D. DDOX P.L.S. 5476 a 55gg
EXP. 09/30/2012 Exp �/�/12
DATED: OS /6 a J2 �C� Q.
Page 3 of 3
EXHIBIT
°B"
DOMESTIC WATER
AND SEWER
PIPELINE(S)
EASEMENT
N. LINE OF SE 1/4
OF SEC. 29, T.5SS.,
R.7E., S.B.M.
E. 1/4 COR. OF SEC. 29,-
NNLLAAO
T.5S.,
R.7E., S.B.M.
SGgG
HWY. 111
55��aoNY o.y�
�oo�
—
—
- —
1656.57'
IT
a /s4
N 00'08'10" W I
N 89'39'16" E
476
60.93'
q�lQ� S. R/W LINE OF HWY.J
111 PER DOG NO.
2007-0103255, O.R.
P.O.0
NE COR. OF PAR. 1 &
t+ NW COR. OF PARCEL
DATE:- MAP NO. 33960
PARCEL 1
OF GRANT DEED
DOC # 2010-0575516
REC 12/02/10, O.R.
APN 600-020-053 EAST LINE
OF PAR. 1
LINE DATA
NO.
BEARING
LENGTH
u
S 00.08'10"
E
20.00'
L2
N 90'00'00"
W
18.02'
L3
S 00'08'10"
E
20.01'
L4
N 90'00'00"
W
78.24'
L5
N 00'00'00"
E
20.00'
L6
S 90'00'00"
E
78.24'
L7
N 00'00'00"
W
17.98'
L8
N 90'00'00"
E
12.00'
L9
S 90'00'00"
E
20.00'
L10 IS
00'00'00"
E
46.86'
L11 1
N 90'00'00"
E
17.97'
CURVE DATA
NO.
DELTA
RADIUS
LENGTH
Cl
03'47 42"
280.00'
18.55
C2
16'09'07"
300.00'
84.57'
C3
18'02'50"
300.00'
94.50'
C4
1902'50"
320.00'
100.79'
C5
05'34'32"
280.00'
27.25'
EASEMENT
11,087 SQ. FT.
0.255 AC.
3
0
N
WEST LINE OF
PARCEL MAP
NO. 33960
ro wp 0
r7 �
\�N
w
0 3 z rn
OD
0 000
0 w N
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V) J .-
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Lii,i V)
T
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N
W
W
U.
U.
O �
O�
M �p
M I
O)
N
Z
a N
Q
m
J
W �
Ua:
of
a
0-
EX. CVWD SEWER AND
h WATER PIPELINE
J EASEMENT PER DOC.
Y N0. 2006-0757166
REC_ 10/13/06, O.R.
20'
0
0
3 � N
oa
o� Z<�
voice � L
O
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v~ ¢
3az
II
(n
o
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V1
N. LINE OF R/W & PUE--1 (Rj.� V"I
DOC #2012-0206092 0 �J
REC. 05/04/2012, O.R.
IDMSA CONSULTING, INC.
FLANNDIG ■ Crva. ENunum wo ■ LAND Sbaverna
34200 Boe Hope Dnrve ■ R Ncuo MiELAae ■ CA 92270
1%LemoNE (760) 320-9M m FAx (760) 323-7893
J.N. 1920 SHEET 1 of 1
% NoPRecording Fees
Required Per
Government Code
Section 27383
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
COACHELLA VALLEY WATER DISTRICT
Post Office Box 1058
Coachella, California 92236
DOC N 2012-0316107
07/06/2012
The
Customer CafX Label
ar to Which is label is
afpfipexed has not been compered
with the recorded document
Larry W Ward
Assess Co� Count Riverside
Y 8 Recorder
APN: 600-020-053 (Space above this line is for Recorders use)
GRANT OF EASEMENT/PIPELINE(S)
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, CITY OF LA QUINTA, a
California municipal corporation and charter city ("Grantor") does hereby grant to COACHELLA VALLEY
WATER DISTRICT, a public agency of the State of California ("Grantee"), and its successors and assigns, a
perpetual, nonexclusive easement and right-of-way to install, construct, enlarge, survey, reconstruct, remove and
replace, operate, maintain, repair, improve and relocate underground pipeline(s), which pipeline(s) may be
installed at different times, and over a period of time, and necessary devices and appurtenances thereto in, on,
over, under, along and across that certain real property in the County of Riverside, State of California, described
in Exhibit "A" and depicted in Exhibit "B" attached hereto and by reference made a part hereof.
The foregoing easement includes the reasonable right of access to and from said easement for the purpose of
exercising the rights granted herein.
Said pipeline(s) and every part thereof shall, where it crosses Grantor's land, be confined to lands
hereinabove-described, and shall be constructed by Grantee with sufficient ground cover (i.e., distance between
ground surface and top of such pipeline(s)) as shown on the construction plans for such pipeline(s).
Notwithstanding the foregoing, the ground cover shall not be changed by any party other than Grantee. Fixtures
and appurtenances used or useful in the operation of said pipeline(s) may be constructed any distance either
below or above the ground surface.
The Grant of Easement herein contained shall include the right to enter said premises, to survey, construct,
reconstruct, lay, relay, maintain, operate, control, use and remove said pipeline(s), fixtures, appurtenances, and to
remove objects interfering with the construction, operation and maintenance thereof.
The Grantor reserves the right to cultivate, occupy and use said premises for any purpose not inconsistent with
the rights and privileges above granted and which will not interfere with or endanger said pipeline(s), fixtures
and appurtenances or the use thereof. The Grantee shall use due care in the construction, operation and
maintenance of said pipeline(s), fixtures and appurtenances.
Date ({ / 26( ;0—
Date
GRANTOR(S)
CITY OF LA QUINTA, a Cali a municipal corporation
and rt r city
R7. Tcek, City Manager
By
Post Office Box 1504
(mailing address)
La Ouinta, CA 92247
(city) (state) (zip code)
Doc. No. 050729-4-048
CVWD-580 (Rev. V09)
State of California
County of Riverside
On June 11, 2012, before me, SUSAN MAYSELS, Notary Public, personally
appeared FRANK J. SPEVACEK 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. SUSAN
wMAYSELS
1
COMidss APR 13 2013COMMN8"
NT PUBLIC
C W
Signature
(seal)
DOCUMENT:
GRANT OF EASEMENT / PIPELINE from city to CVWD within APN 600-020-
053 (Coral Mountain apartments project)
EXHIBIT "A"
LEGAL DESCRIPTION
DOMESTIC WATER AND SEWER PIPELINE(S) EASEMENT
BEING A PORTION OF THAT PROPERTY 1N THE CITY OF LA QUINTA,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS
PARCEL 1 IN GRANT DEED, RECORDED DECEMBER 2, 2010 AS
DOCUMENT NO. 2010-0575516, OFFICIAL RECORDS OF SAID COUNTY
AND STATE, LOCATED IN THE NORTHWEST QUARTER OF THE
_SOIJTHEAST_QUARTERQF_SECTION.29,_TQWNSHIP_5_SOLITH,_RANGE_7_.. .. _.
EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 1, SAID
POINT ALSO BEING THE NORTHWEST CORNER OF PARCEL MAP NO.
33960 AS SHOWN BY MAP ON FILE IN BOOK 216, OF PARCEL MAPS, AT
PAGES 59 THROUGH 61, INCLUSIVE, RECORDS OF RIVERSIDE COUNTY;
THENCE SOUTH 00008'10" EAST ALONG THE EAST LINE OF SAID
PARCEL 1 AND THE WEST LINE OF SAID PARCEL MAP NO. 33960, A
DISTANCE OF 382.87 FEET TO THE MOST WESTERLY NORTHWEST
CORNER OF THAT CERTAIN SEWER AND WATER PIPELINE EASEMENT
PER GRANT OF EASEMENT/PIPELINE RECORDED OCTOBER 13, 2006 AS
DOCUMENT NO. 2006-0757166, OFFICIAL RECORDS OF RIVERSIDE
COUNTY, AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 00008'10" EAST ALONG SAID EAST LINE
OF PARCEL 1 AND THE WEST LINE OF SAID SEWER AND WATER
PIPELINE EASEMENT, A DISTANCE OF 20.00 FEET TO THE MOST
WESTERLY SOUTHWEST CORNER OF SAID SEWER AND WATER
PIPELINE EASEMENT;
THENCE LEAVING SAID EAST LINE OF PARCEL 1 AND SAID WEST LINE
OF THE SEWER AND WATER PIPELINE EASEMENT NORTH 90000'00"
WEST, A DISTANCE OF 18.02 FEET;
THENCE SOUTH 00000'00" WEST, A DISTANCE OF 201.97 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY,
HAVING A RADIUS OF 280.00 FEET, A RADIAL LINE TO SAID POINT
BEARS SOUTH 05050'08" WEST;
THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 03-47-42", AN ARC DISTANCE OF 18.55 FEET TO A
POINT ON AFOREMENTIONED WEST LINE OF PARCEL MAP NO. 33960;
THENCE NON -TANGENT TO SAID CURVE SOUTH 00008'10" EAST ALONG
SAID WEST LINE, A DISTANCE OF 20.01 FEET TO THE BEGINNING OF A
NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF
300.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 01°53'43"
Page 1 of 3
EXHIBIT "A"
LEGAL DESCRIPTION
DOMESTIC WATER AND SEWER PIPELINE(S) EASEMENT
WEST, ALSO BEING A POINT ON THE NORTHERLY LINE OF THAT
CERTAIN PUBLIC RIGHT-OF-WAY AND PUBLIC UTILITY EASEMENT AS
DESCRIBED IN GRANT OF EASEMENT AND AGREEMENT RECORDED
MAY 4, 2012 AS DOCUMENT NO. 2012-0206092, OFFICIAL RECORDS OF
RIVERSIDE COUNTY;
THENCE ALONG SAID NORTHERLY LINE THROUGH THE FOLLOWING
THREE (3) COURSES:
(1) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 16009'07", AN ARC DISTANCE OF 84.57
FEET, TO THE BEGINNING OF A REVERSE CURVE CONCAVE
SOUTHERLY, HAVING A RADIUS OF 300.00 FEET, A RADIAL LINE TO SAID
POINT BEARS NORTH 18002'50" EAST;
(2) THENCE NORTHWESTERLY ALONG THE ARC OF SAID REVERSE
CURVE, THROUGH A CENTRAL ANGLE OF 18002'50", AN ARC DISTANCE
OF 94.50 FEET;
(3) THENCE NORTH 90°00'00" WEST, A DISTANCE OF 78.24 FEET;
THENCE LEAVING SAID NORTHERLY LINE NORTH 00000'00" EAST, A
DISTANCE OF 20.00 FEET;
THENCE SOUTH 90000'00" EAST, A DISTANCE OF 78.24 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A
RADIUS OF 320.00 FEET;
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 18-02-50", AN ARC DISTANCE OF 100.79 FEET TO
THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY,
HAVING A RADIUS OF 280.00 FEET, A RADIAL LINE TO SAID POINT
BEARS SOUTH 18002'50" WEST;
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID REVERSE CURVE,
THROUGH A CENTRAL ANGLE OF 05-34-32", AN ARC DISTANCE OF 27.25
FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 00000'00" WEST, A
DISTANCE OF 17.98 FEET;
THENCE NORTH 90000'00" EAST, A DISTANCE OF 12.00 FEET;
THENCE NORTH 00000-00" EAST, A DISTANCE OF 245.70 FEET;
Page 2of3
EXHIBIT "A"
LEGAL DESCRIPTION
DOMESTIC WATER AND SEWER PIPELINE(S) EASEMENT
THENCE SOUTH 90000'00" EAST, A DISTANCE OF 20.00 FEET;
THENCE SOUTH 00*00-00" EAST, A DISTANCE OF 46.86 FEET;
THENCE NORTH 90000'00" EAST, A DISTANCE OF 17.97 FEET TO THE
TRUE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND
RIGHTS -OF -WAY OF RECORD.
CONTAINING 11,087 SQUARE FEET OR 0.255 ACRES, MORE OR LESS.
EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF.
PREPARED BY OR UNDER THE DIRECTION OF: ON&LLAIyp�
D. �•QG
ANTHONY D. M DDOX r P.I.S. 5476 a
EXP. 09/30/2012 4 030/
DATED: Dis�012 7k
i�80/2
q�OF CAS"/
Page 3 of 3
EXHIBIT "B"
DOMESTIC WATER AND SEWER PIPELINES) EASEMENT
DATE:-a�"o A' o/A
N. LINE OF SE 1 /4
OF SEC. 29, T.5SS., E. 1/4 COR. OF SEC. 2S
R.7E., S.B.M. T.5S., R.7E., S.B.N
HWY. 111
1656.57"
oN 00080W
N 89'39'16" E".
60.
S. R/W LINE OF HWY.J
111 PER DOC NO.
2007-0103255, O.R.
P.O.C.
NE COR. OF PAR. 1 &
NW COR. OF PARCEL
MAP NO. 33960
PARCEL 1
OF GRANT DEED
DOC # 2010-0575516
REC 12/02/10, O.R.
APN 600-020-053 EAST LINE
OF PAR. 1
LINE DATA
N0.
BEARING
LENGTH
Li
S
00'08'10"
E
20.00'
L2
N
9900'00"
W
18.02'
L3
S
00'08'10"
E
20.01'
L4
N
90'00'00'
W
78.24'
L5
N
00'00'00"
E
20,00'
L6
S
90'00'00"
E
78.24'
L7
N
0900'00"
W
17.98'
L8
N
9900*00"
E
12.00'
L9
S
9900'00"
E
20.00'
L10
S
00'00'00"
E
46.86'
L11
N
90'00'00"
E
17.97'
CURVE DATA
NO.
DELTA
RADIUS
LENGTH
Cl
03'47'42"
280.00'
18.55'
C2
16'09'07"
300.00'
84.57'
C3
18'02'50"
300.00'
94.50'
C4
18702'50"
320.00'
100.79'
C5
05'34'32"
280.00'
27.25'
EASEMENT
11,087 SQ. FT.
0.255 AC.
3
0
0
N
O
O
o
0
i
NoW
1
0
z
0
co
o
NI n
0
WEST LINE OF
PARCEL MAP
NO. 33960
3
0
W
W
W
U.
o w
cD
rn
M t0
M I
0)
u')
z l\D
a N
a
m
w
U
Ir
aCL
n
I'Z
J
EX. CVWD SEWER AND
WATER PIPELINE
EASEMENT PER DOC.
N0. 2006-0757166
_REC
10/13/06, O.R.
20'
0
0
u N
oa
w o
z
J W M
O
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Nw
II
3az o
�
w
J
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U
(n
(R) N. LINE OF R/W & PUE, �S 01'S3'43" W
DOC #2012-0206092 �R)
0
REC. 05/04/2012, O.R.
lw�MSA CONSULTING, INC.
PLuamm a Clvs. ENaDnERnm ■ LAND SoavEmo
342W Boa Hors DRm a RANcao MmAas a CA 92270
TomHoNs (760) 320-M a FAx (760) 323-7393
J.N. 1920 SHEET 1 of 1
Recording requested by and
when recorded return to:
Coachella Valley Water District
Post Office Box 1058
Coachella, California 92236
RESOLUTION
It was moved by Director Larson, seconded by Director Kitahara, and carried unanimously that
the Secretary of this Board be and she is hereby authorized, on behalf of COACHELLA VALLEY
WATER DISTRICT, to accept and consent to the recordation of all deeds or other written
instruments in favor of the District, or which may be necessary or convenient to establish the record
title of the District to real property, and that the Secretary is directed to make a monthly report to
said Board, itemizing all such instruments accepted by her.
STATE OF CALIFORNIA )
COACHELLA VALLEY WATER DISTRICT) ss.
OFFICE OF THE SECRETARY 1
I, JULIA FERNANDEZ, Secretary of the Board of Directors of the Coachella Valley Water
District, DO HEREBY CERTIFY that the foregoing is a true copy of a resolution adopted by said
Board at a regular meeting thereof duly held and convened at its office at Coachella, California, on
the 23rd day of July, 2002, at which meeting all Directors were present and acting throughout.
I further certify that by authority of said Resolution I accept and consent to the recording of the
attached Grant of Easement/Pipeline(s) to Coachella Valley Water District, dated June 11, 2012,
executed by Frank J. Spevacek, City Manager, City of La Quinta, concerning a portion of the
southeast quarter of section 29, township 5 south, range 7 east, San Bernardino Base and
Meridian, for domestic water and sanitation purposes.
Dated this 5th day of July 2012.
c
Julia Fernandez
Board Secretary
(SEAL)
JF:dd\rcrd\12\july\Grant of Easement- Coral Mountain City of La Quinta Acceptance
APN: 600-020-053
050729-4.048
' No Recording Fee
Required Per
Government Code
Section 27383
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
COACHELLA VALLEY WATER DISTRICT
Post Office Box 1058
Coachella, California 92236
DOC a 2012—O3OS787
08/14/2012
pp Customer Copy Label
Thafflzed hesMnelhbaenseoebel mpareds
with the recorded document
Larry W Ward
County a Riverside
Assessor, County Clerk d Recorder
APN 600-020-053 (Space above this line for Recorder's Use) File: 0652.1
QUITCLAIM DEED- EASEMENT
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, COACHELLA
VALLEY WATER DISTRICT, a public agency of the State of California, does hereby remise, release
and forever quitclaim that perpetual, nonexclusive easement and right-of-way to CITY OF LA
QUINTA, a California municipal corporation and charter city, in, on, over, under, along and across that
certain real property in the County of Riverside, State of California, described as follows:
That certain domestic water and sewer pipeline(s) easement as described in Grant of Easement/
Pipeline(s) recorded June 14, 2012 as Document No. 2012-0274386, Official Records of said county
and state.
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE)
On July 26, 2012 before me,
Grace Gil
Notary Public, personally appeared
J. M. Barrett
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 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 mJy�hand
and official seal.
.1`dA
Notary Public in and for said State
COACHELLA VALLEY WATER DISTRICT,
a public agency of the State of California
By—: -
J. M. ar ett
Its UMALA GREAM0 — M Wk96Q.
Date 7- Z15•1Z
7KWc GIL
CMW
FB 2n4
Doc. No. 050729-4-052
CVWD-5n
(Rev. 4/09)
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the perpetual, nonexclusive easement and right-of-way
released by the Quitclaim Deed — Easement regarding APN 600-020-053, dated July 26, 2012,
from Coachella Valley Water District, a public agency of the State of California, to the City of
La Quinta, a California municipal corporation and charter city ("City"), is herebyaccepted by
the undersigned City Manager of the City of La Quinta on behalf of the City of La Quinta,
pursuant to authority conferred by City Council Resolution No. 2012-008, adopted April 17,
2012, and the City consents to recordation thereof by its duly authorized officer.
DATED: August 8, 2012 CITY OF LA QUINTA, CALIFORNIA,
a public b dy, corporate litic
e/Title: ank Spevacek, City Manager
City of a Quinta, California
I HEREBY ATTEST to the authenticity of the foregoing signature and to the adoption of
the said Resolution of his general authority to so act and certify that said authority has not
been revoked by a subsequent Resolution or order of the City.
DATED: August 8, 2012 By:
Name/Title: Susan Maysels, In rim City Clerk
City of La Quinta, alifornia