CC Resolution 2013-060RESOLUTION NO. 2013 — 060
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LA QUINTA APPROVING AN AGREEMENT FOR
PURCHASE AND SALE AND ESCROW INSTRUCTIONS
BETWEEN THE CITY OF LA QUINTA AND MARVIN
INVESTMENTS, INC. FOR CERTAIN PROPERTY LOCATED
IN THE LA QUINTA VILLAGE
WHEREAS, the City of La Quinta ("City") desires to see high quality and
innovative development in the La Quinta Village that includes a mix of commercial
and residential uses; and
WHEREAS, such development will improve general pedestrian circulation in
the area, which is of prominent interest and focus of the La Quinta Village; and
WHEREAS, such development will generate additional commerce and provide
as well as promote development in accordance with the goals, policies and
programs of the La Quinta General Plan; and
WHEREAS, City staff has negotiated an Agreement for Purchase and Sale
and Escrow Instructions ("Agreement") with Marvin Investments, Inc. ("Marvin")
("Exhibit A" attached), pursuant to which the City has agreed to sell to Marvin
certain real property located in the La Quinta Village, identified as Assessor's
Parcels 770-123-011 and 770-124-010, comprising of approximately 3.49 acres,
in the amount of $12.50 per square foot, pursuant to the terms and conditions set
forth in the Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF LA QUINTA AS FOLLOWS:
SECTION 1. That the above recitals are true and correct and incorporated herein.
SECTION 2. That the City Council of the City of La Quinta hereby finds and
determines that the sale of said property is in the best interests of the citizens of
the City of La Quinta.
SECTION 3. The Agreement, a copy of which is on file with the City Clerk, is
hereby approved. The City Council authorizes and directs the City Manager and
City Attorney to make any final modifications to the Agreement that are consistent
with the substantive terms of the Agreement approved hereby, and to thereafter
sign the Agreement on behalf of the City.
Resolution No. 2013-060
Purchase and Sale Agreement - Marvin Investments, Inc.
Adopted: December 17, 2013
Page 2
SECTION 4. The City Council authorizes and directs the City Manager to (i1 sign
such other and further documents, including but not limited to escrow instructions,
and (ii) take such other and further actions, as may be necessary and proper to
carry out the terms of the Agreement.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the City
Council of the City of La Quinta held this 17th day of December, 2013, by the
following vote:
AYES: Council Members Evans, Franklin, Henderson, Osborne, Mayor Adolph
NOES: None
ABSENT: None
ABSTAIN: None
DON AD PH, I yor
City of La Quinta, California
ATTEST:
SUSAN MAYSELS, Cit Clerk'
City of La Quinta, California
(CITY SEAL)
AS TO FORM:
NY. KATHERINE JENWN, City Attorney
City of La Quinta, California
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
by and between
CITY OF LA QUINTA
("SELLER")
and
MARVIN INVESTMENTS, INC.
("BUYER")
EXHIBIT A
962ro1S610-0002
6391171.3 a12/23113
TABLE OF CONTENTS
Pane
1. PURCHASE PRICE............................................................................................1
1.1 Amount....................................................................................................1
1.2 Payment of Total Purchase Price ............................................................1
2. DUE DILIGENCE................................................................................................2
2.1 Title/Survey..............................................................................................2
2.2 Environmental Condition..........................................................................3
3. ESCROW........................................................................................................... 7
3.1 Opening of Escrow.................................................................................. 7
3.2 Escrow Instructions..................................................................................7
4. CLOSE OF ESCROW..................•.....................................................................7
4.1 Close of Escrow; Outside Closing Date ................................................... 7
4.2 Recordation; Release of Funds and Documents.....................................8
4.3 Escrow Cancellation Charges..................................................................8
5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND
SELLER.............................................................................................................. 9
5.1 Buyer's Obligations..................................................................................9
5.2 Seller's Obligations..................................................................................9
6. TITLE INSURANCE POLICY..............................................................................9
6.1 Title Policy...............................................................................................9
6.2 Payment for Phase Title Policy..............................................................10
7. REAL PROPERTY TAXES...............................................................................10
8. CONDITIONS PRECEDENT TO CLOSING.....................................................10
8.1 Conditions Precedent to Buyer's Obligations.........................................10
8.2 Conditions Precedent to Seller's Obligations.........................................11
9. POSSESSION..................................................................................................12
10. ALLOCATION OF COSTS................................................................................12
10.1 Buyer's Costs.........................................................................................12
10.2 Seller's Costs.........................................................................................12
11. REPRESENTATIONS AND WARRANTIES.....................................................12
11.1 Buyer's Representations, Warranties and Covenants ...........................12
11.2 Seller's Representations and Warranties...............................................13
8821015610-0002
6391171.3 a12123113
PeEC
12. CONDEMNATION............................................................................................18
13. RISK OF PHYSICAL LOSS..............................................................................18
14. WAIVER OF DAMAGES; SPECIFIC PERFORMANCE...................................18
15. MISCELLANEOUS...........................................................................................18
15.1
Assignment............................................................................................18
15.2
Choice of Laws......................................................................................19
15.3
Attorney's Fees......................................................................................19
15.4
Notices...................................................................................................19
15.5
Fair Meaning..........................................................................................19
15.6
Headings................................................................................................20
15.7
Nonliability of Seller Officials..................................................................20
15.8
Gender, Number....................................................................................20
15.9
Survival..................................................................................................20
15.10
Time of Essence ....................................................................................20
15.11
Waiver....................................................................................................20
15.12
Broker's/Consulting Fees.......................................................................20
15.13
No Withholding Because Non -Foreign Seller.........................................20
15.14
Counterparts..........................................................................................20
15.15
Severability............................................................................................21
15.16
Exhibits..................................................................................................21
15.17
Covenants of Seller...............................................................................21
15.18
Covenant Against Discrimination.. ... ", ......
...... 21
15.19
Entire Agreement; Amendment.......................21
15.20
Facsimile Signatures..............................................................................22
EXHIBIT A LEGAL DESCRIPTION OF PROPERTY
EXHIBIT B FORM OF GRANT DEED
EXHIBIT C CERTIFICATE OF NON -FOREIGN STATUS
8821015610-0002
6391171.3 s12=13
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 'January 6,.
2014 ("Effective Date'), by and between CITY OF LA QUINTA, a Califomia municipal
corporation and charter city ("Seller"), and MARVIN INVESTMENTS, INC., a Califomia
corporation ("Buyee).
RECITALS:
A. Seller is the owner of that certain unimproved real property located in the
'Village' area of the City of La Quinta ('City'), County of Riverside, State of California,
commonly identified as 770-123-011 and 770-120-010 (collectively, the "Property').
The Property is depicted in Exhibit "A'. which is attached hereto and incorporated herein
by this reference.
B. Buyer desires to purchase the Property from Seller for purposes of
developing thereon a. mixed use development generally consisting of (i) approximately
twenty-four thousand square feet (24,000 so of first floor retail space located in multiple
buildings, (ii) seventy-two (72) multi -family residential units located above the first floor
retail space, (iii) surface Level parking lots, and (iv) an independent building containing
sixty (60) multi -family residential units with underground parking (collectively, the
'Projecr), and Seller desires to sell the Property to Buyer, in three (3) separate phases
(each, a `Phase; and collectively, the 'Phases"), on the terms and conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, and the mutual covenants herein contained, the
parties hereto agree as follows:
PURCHASE PRICE.
1.1 Amount Subject to the terms of.this Agreement, Buyer hereby agrees to
purchase the Property from Seller and Seller agrees to sell the Property to Buyer, for
the purchase price of Twelve Dollars and Fifty Cents ($12.50) per gross square foot of
land area (the 'Total Purchase Price'). The Total Purchase Price is approximately
One Million Nine Hundred Thousand Three Hundred Five Dollars ($1,900,305).
1.2 Payment of Total . Purchase Price. A portion of the Total Purchase Price
shall be paid in connection with each Phase (each such portion, a "Phase Purchase
Price'), in accordance with the following:
1.2.1 Within five (5) days after an 'Opening of Escrow," Buyer shall
deposit with "Escrow Holder" (as those terms are defined in Section 3.1) in "Good
SWMSe760002
e39+171.3aIMM3
Funds" (as used in this Agreement, the tern "Good Funds" shall mean a confirmed
wire transfer of immediately available funds, cashier's or certified check drawn on or
issued by the office of a financial institution located in Riverside County, or cash) (i) the
sum of One Hundred Dollars ($100) (the "Independent Contract Consideration") as
consideration for Seller's execution and delivery of this Agreement and Buyer's right to
approve or disapprove any Buyer contingencies set forth in this Agreement with respect
to each Phase, and (ii) the sum of Ten Thousand Dollars ($10,000) as a good faith
deposit (the "Earnest Money Deposit").
In the event an "Escrow" (as that tens is defined in Section 3.1) closes,
the Independent Contract Consideration and the Earnest Monday Deposit shall each be
applicable towards the Phase Purchase Price. In the event an Escrow is terminated
and fails to close, for any reason other than Seller's default of the terms hereof, Seller
shall promptly return to Escrow Holder, but no later than five (5) business days after
said termination, and Escrow Holder shall immediately release to Buyer the Earnest
Money Deposit applicable to that Phase (but not any Earnest Money Deposit applicable
to an earlier Phase).
1.2.2 On or before 5:00 p.m. on the business day preceding a "Closing
Date" (as that term is defined in Section 4.1) or such earlier time as required by Escrow
Holder in order to close an Escrow on the Closing Date, Buyer shall deposit with Escrow
Holder in Good Funds the applicable Phase Purchase Price, less the Independent
Contract Consideration and Earnest Money Deposit, and such additional funds as may
be required to meet Buyer's portion of the closing costs as hereinafter provided. Each
Phase Purchase Price shall be determined based on the actual square footage of the
"Parcels" (as that term is defined in Section 2.3 below) that are included in each Phase.
The actual square footage of each of the Parcels shall be determined pursuant to the
Specific Plan and Entitlement Process described in Section 2.3 below.
2. DUE DILIGENCE. As used herein, the tern "Due Diligence Period" shall refer
to a period of time to expire upon the date that is ninety (90) 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. Seller shall deliver to Buyer, at Buyer's expense, within five
(5) days after the Effective Date of this Agreement, a preliminary title report prepared by
First American Title Insurance Company (the "Title Company"), dated not more than
thirty (30) days earlier than the Effective Date describing the state of title of the Property
together with copies of all underlying documents (collectively the "Preliminary Title
Report"). Buyer may, at its sole cost and expense, obtain a current survey of the
Property or any portion thereof (the "Survey"), provided it commences to do so within
fifteen (15) days after the Effective Date.
2.1.1 Notwithstanding anything herein to the contrary, Seller shall be
obligated to remove all monetary encumbrances against the Property excluding non-
6621015610-0002
6391171.3 al==13 -2-
delinquent real property taxes and assessments. Buyer shall notify Seller in writing of
any objections Buyer may have to title exceptions contained in the Preliminary Title
Report or matters shown on the Survey (if Buyer obtains) no later than the date which is
fifteen (15) days after the later of (i) Buyer's receipt of the Preliminary Title Report or (ii)
Buyer's receipt of the Survey ("Buyer's Objection Notice"). Buyer's approval or
disapproval of the matters set forth in the Preliminary Title Report and the Survey may
be granted or withheld in Buyer's sole and absolute discretion. Buyer's failure to
provide Seller with a Buyer's Objection Notice within said period shall constitute Buyer's
approval of all exceptions to title shown on the Preliminary Title Report and all matters
shown on the Survey. Seller shall have a period of fifteen (15) days after receipt of
Buyer's Objection Notice in which to deliver written notice to Buyer ("Seller's Notice") of
Seller's election to either (i) agree to remove the objectionable items on the Preliminary
Title Report and/or Survey prior to the "Close of Escrow" (as that term is defined in
Section 4.1) for the first Phase, or (ii) decline to remove any such title exceptions and/or
Survey matters and terminate the Escrow for the first Phase 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 objectionable items on the Preliminary Title Report and/or the
Survey. If Seller notifies Buyer of its election, or is deemed to have elected, to
terminate rather than remove the objectionable items on the Preliminary Title Report
and/or Survey, Buyer shall have the right, by written notice delivered to Seller within five
(5) days after Buyer's receipt of Seller's Notice, to agree to accept the Property subject
to the objectionable items, in which event Seller's election to terminate shall be of no
effect, and Buyer shall take title to the Property subject to such objectionable items
without any adjustment to or credit against the Total Purchase Price.
2.1.2 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
Close of Escrow for the first Phase shall be extended for such period as is necessary to
allow for that review and response process to be completed.
2.2 Environmental Condition. Buyer shall have access to the Property, as
described in this Section 2.2, in order to permit Buyer or its directors, engineers,
analysts, officers, employees, agents, contractors, representatives, attorneys or
advisors (collectively, the "Buyer Representatives") to investigate the Property.
2.2.1 During the Due Diligence Period, Seller shall permit Buyer and
Buyer Representatives, at the sole cost and expense of Buyer, to conduct physical
inspections of the Property, including the site work, soil, subsurface soils, drainage,
seismic and other geological and topographical matters, location of asbestos, toxic
substances, hazardous materials or wastes, if any, and any other investigations as
8821015610-0002
6361171.3 a17M3/13 -3-
Buyer deems prudent with respect to the physical condition of the Property in order to
determine the Property's suitability for Buyer's intended development. In no event shall
Buyer conduct any intrusive testing procedures on the Property without the prior written
consent of Seller, which consent shall not be unreasonably withheld. Such
investigations may be made by Buyer and/or Buyer Representatives during any normal
business hours. Seller shall cooperate to assist Buyer in completing such inspections
and special investigations at no cost or expense to Seller. Such inspections and
investigations shall be conducted only upon no less than forty-eight (48) hours' notice to
Seller and shall be conducted at such times and in such a manner as to minimize any
disruption to the Property. Seller shall have the right, but not the obligation, to
accompany Buyer during such investigations and/or inspections.
2.2.2 As a condition to any such entry, Buyer shall (i) conduct all work or
studies in a diligent, expeditious and safe manner and not allow any dangerous or
hazardous conditions to occur on the Property during or after such investigation;
(ii) comply with all applicable laws and governmental regulations; (iii) keep the Property
free and Gear of all materialmen's liens, lis pendens and other liens arising out of the
entry and work performed under this paragraph; (iv) maintain or assure maintenance of
workers' compensation insurance (or state approved self-insurance) on all persons
entering the property in the amounts required by the State of California; (v) provide to
Seller prior to initial entry a certificate of insurance evidencing that Buyer and/or the
persons entering the Property has procured and has in effect an all-risk public liability
insurance policy meeting the following requirements: (1) the insurance shall be written
on a per occurrence and not claims -made basis; (2) the amount of insurance shall be a
combined single limit of not less than Two Million Dollars ($2,000,000.00) with a
deductible or self -insured retention amount of not more than One Hundred Thousand
Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and Seller's
officers, employees, agents, and representatives (collectively, "Seller & Seller
Personnel") as additional insureds; (4) the insurance shall not contain any special
limitations on the scope of protection afforded to Seller & Seller Personnel; (5) the policy
shall not be canceled by the insurer or Buyer unless there is a minimum of thirty (30)
days prior written notice to Seller; (6) the insurer shall waive subrogation rights against
the Seller & Seller Personnel; and (7) the insurance shall be primary insurance and not
contributory with any insurance any of Seller & Seller Personnel may have; and (8) the
insurance shall apply separately to each insured against whom a claim is made or suit
is brought, except with respect to the limits of the insurer's liability; and (vi) following
Buyer's entry, repair any and all damage to the Property caused by such inspections or
investigations in a timely manner.
2.2.3 Buyer shall promptly pay and discharge all demands for payment
relating to Buyer's entry on and investigation of the Property and take all other steps to
avoid the assertion of claims of lien against the Property. In the event a claim of lien is
recorded by reason of Buyer's entry on the Property, Buyer, within twenty (20) days of
such recordation, shall either (i) record or deliver a surety bond sufficient to release
such claim or lien in accordance with applicable law; or (ii) provide Seller with such
other assurance as Seller may require for the payment of the claim or lien. Seller may
SM15610-0002 _
6391171.3 02=13
elect to record and post notices of non -responsibility from time to time on and about the
Property.
2.2.4 Prior to expiration of the Due Diligence Period, Buyer shall notify
Seller in writing (i) of Buyer's election to terminate the Escrow for the first Phase and
this Agreement, if Buyer disapproves of the physical or environmental conditions of the
Property and, as a result, does not wish to proceed with purchasing the Property
("Buyer's Property 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 physical and environmental conditions of the Property may be granted or withheld in
Buyer's sole and absolute discretion. In the event Buyer terminates this Agreement
pursuant to this Section, Buyer and Seller shall be relieved of all further liability under
this Agreement, except for Buyer's indemnification obligations set forth in this
Agreement and any other obligations that expressly survive termination of this
Agreement, and except that Seller shall be entitled to the Independent Contract
Consideration. Buyer's failure to provide Seller with a Buyer's Property 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 for the first
Phase, or (ii) decline to remove the Disapproved Property Matters and terminate the
Escrow for the first Phase and the obligations of Buyer and Seller to purchase and sell
the Property under this Agreement. Seller's failure to provide Buyer with Seller's
Response within said period shall constitute Seller's election to remove the Disapproved
Property Matters prior to the Close of Escrow for the first Phase. If Seller notes 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 five (5) days after
Buyer's receipt of Seller's Response, to agree to accept the Property subject to the
Disapproved Property Matters, in which event Seller's election to terminate shall be of
no effect, and Buyer shall take title subject to such Disapproved Property Matters
without any adjustment to or credit against the Purchase Price.
2.3 Specific Plan and Entitlements. Within ten (10) days following the
expiration of the Due Diligence Period (the "Submission Date"), Buyer shall submit to
Seller preliminary designs for the Project for review by Seller's Planning Department.
Within sixty (60) days following approval of such preliminary designs, Buyer shall submit
final designs for the Project, with all of such designs and related submittals based on
Buyer's design and marketing criteria sufficient to allow Seller to review and process a
specific plan, one or more parcel maps and other entitlements and permits that divide
the Property into three or more parcels (each, a "Parcel," and collectively, the
"Parcels") and development phases, as required for the improvement of the Property
with the buildings and other improvements that comprise the Project (collectively, the
"Specific Plan and Entitlements"). The Specific Plan and Entitlements shall provide for
development of one of the surface parking lots on the Parcel located adjacent to the La
6621016610-M2
6391171.3 a121=13 -5-
Quinta Library (the "Library Parking Lot Parcel"). Buyer's obligation to purchase the
Property hereunder is subject to Seller's approval of the Specific Plan and Entitlements
on such terms and conditions as are satisfactory to Buyer in its sole discretion within
one hundred eighty (180) days after the Submission Date (the "Approval Deadline").
Buyer shall provide written notice to Seller of Buyer's approval or disapproval of the
Specific Plan and Entitlements and conditions of approval issued in connection
therewith within thirty (30) days after Seller's approval of the Specific Plan and
Entitlements. Buyer's failure to provide such written notice shall be deemed Seller's
approval of the Specific Plan and Entitlements and conditions of approval issued in
connection therewith. If Seller has not approved the Specific Plan and Entitlements for
the Property on or before the Approval Deadline, Buyer may, but is not required to,
deliver a written notice to Seller of its election to terminate this Agreement. If Buyer (i)
delivers such written notice to Seller of its election to terminate this Agreement, or (ii)
disapproves the Speck Plan and Entitlements and conditions of approval issued in
connection therewith, this Agreement shall terminate, Escrow Holder shall disburse to
Buyer the Earnest Money Deposit for the first Phase, and the parties shall have no
further rights and obligations to one another, except for Buyer's indemnification
obligations set forth in this Agreement and any other obligations that expressly survive
termination of this Agreement. The square footage of each Parcel comprising the
Property (shall be determined through the Specific Plan and Entitlements process.
2.4 Facility Use Agreement. Seller hereby notifies Buyer that Seller has
entered into with the La Quinta Arts Foundation, a California non-profit organization (the
"Foundation"), that certain Facility Use Agreement By and Between the La Quinta Arts
Foundation and the City of La Quinta dated September 16, 2008, as amended by that
certain Amendment No. 1 to Facility Use Agreement with La Quinta Arts Foundation
dated September 18, 2012 (as amended, the "Facility Use Agreement"). Pursuant to
the Facility Use Agreement, Seller agreed to make the Property and other real property
available to the Foundation for parking during certain specified events organized and/or
held by the Foundation. Seller may terminate the Facility Use Agreement with respect
to all or portions of the Property upon providing a 360-day written notice thereof to the
Foundation. Buyer acknowledges and agrees that Seller intends to provide written
termination notices to Foundation as follows: (i) with respect to the Parcels comprising
the first Phase, within thirty (30) days following the expiration of the Due Diligence
Period; (ii) with respect to the Parcels comprising the second Phase, within thirty (30)
days following the Close of Escrow for the first Phase; and (iii) with respect to the
Parcels comprising the third Phase, within thirty (30) days following the Close of Escrow
for the second Phase.
2.5 Evidence of Financial Capability. As one of Seller's Conditions to Closing
for each Phase, Buyer shall have submitted to Seller and obtained Seller's approval of
evidence that Buyer (i) has obtained or will have obtained as of the Closing Date for the
Phase, construction financing from a commercial lender necessary to undertake the
acquisition of the Parcels comprising the Phase and the construction of the Phase in
accordance with this Agreement and the Specific Plan and Entitlements, which may be
in the form of a commitment, a term letter, or such other form, with all such fortes to be
approved by Seller in Seller's reasonable discretion (a "Construction Loan"); (ii) if
0821015610-0002
6391171.3 a12/23H3 �-
desired by Buyer, has obtained "mezzanine" financing in a form reasonably acceptable
to Seller; and (iii) has obtained sufficient equity capital to cover the difference between
(a) the sum of the Construction Loan and the mezzanine financing, and (b) the total cost
of acquiring the Parcels comprising the Phase and developing the Phase ("Buyer's
Equity Contribution"). Seller shall approve or disapprove such evidence of financing
within thirty (30) days after receipt of a complete submission. Approval shall not be
unreasonably withheld, delayed, or conditioned. If Seller shall disapprove any such
evidence of financing, Seller shall do so by Notice to Buyer stating with reasonable
specificity the reasons for such disapproval and Buyer shall promptly obtain and submit
to Seller new evidence of financing. Seller shall approve or disapprove such new
evidence of financing in the same manner and within the same times established in this
Section 2.5 for the approval or disapproval of the evidence of financing as initially
submitted to Seller. Buyer shall close the approved Construction Loan prior to or
concurrently with the real estate closing for the Parcels comprising the Phase. Such
evidence of financing shall include the following: (a) a copy of a loan commitment(s) or
term letter(s), obtained by Buyer from one or more financial institutions for the
Construction Loan, subject to such lenders' reasonable, customary and normal
conditions and terms, and (b) documentation reasonably satisfactory to Seller as
evidence of the "mezzanine" financing and Buyer's Equity Contribution.
3. ESCROW.
3.1 Opening of Escrow. Closing of the sale of the Parcels comprising each
Phase shall take place through an escrow ("Escrow") to be established within three (3)
business days after (i) the Effective Date, for the first Phase, and (ii) the date of the
Close of Escrow for the immediately preceding Phase, for the second Phase and third
Phase, with First American Title Insurance Company, at its office located at 74770
Highway 111, Suite 101 Indian Wells, Califomia 92210 ("Escrow Holder"). The
opening of each 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
accompanied by a written notification by Seller and Buyer of whether the Escrow is for
the first Phase, the second Phase, or the third Phase. Escrow Holder is instructed to
notify Buyer and Seller in writing of the date of each Opening of Escrow.
3.2 Escrow Instructions. This Agreement, once deposited in an Escrow, shall
constitute the joint escrow instructions of Buyer and Seller to Escrow Holder with
respect to the applicable Phase. 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.
9 11111111111111[161 tell GT3*34I3*IT, `a
4.1 Close of Escrow: Outside Closing Date. Provided that all of the conditions
of this Agreement precedent to the "Close of Escrow" (as hereinafter defined) for a
Phase have been satisfied (or waived by the appropriate party) prior to or on the
0821016910-WW2
6391171.3 a12123113 -7-
"Outside Closing Date," (as hereinafter defined) the closing for the sale and purchase of
the Parcels comprising the Phase shall take place on the date which is thirty (30) days
after the date on which all of "Buyer's Conditions to Closing" and all of "Seller's
Conditions to Closing" (as those terms are defined in Section 8) have been satisfied (or
waived by the appropriate party) with respect to the applicable Phase; provided,
however, in no event shall the closing of a Phase occur, if at all, later than the date that
is two (2) years after (i) the Effective Date, for the first Phase, and (ii) the Closing Date
for the immediately preceding Phase, for Phase 2 and Phase 3 ("Outside Closing
Date"). The terms "Close of Escrow" and the "Closing Date" are used herein to mean
the time Seller's grant deed conveying fee title to the Parcels comprising a Phase to
Buyer is recorded in the Official Records of the Office of the County Recorder of
Riverside ("Official Records"). If any Escrow is not in a condition to close by the
Outside Closing Date, either party not then in default hereunder may, upon five (5) days
advance written notice to the other party and Escrow Holder, elect to terminate this
Agreement and said 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 said 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 for a Phase, to
record in the Official Records, the following documents in the order listed: (i) a grant
deed substantially in the forth of the attached Exhibit "B" transferring title to the Parcels
comprising the Phase to Buyer ("Grant Deed"); (ii) for the Phase that includes the
Library Parking Lot Parcel, an easement deed or other recordable document in a forth
acceptable to the La Quinta City Attorney that provides members of the public with the
right, in perpetuity to access and use the parking stalls located on the Library Parking
Lot Parcel in accordance with reasonable rules and regulations posted by Buyer and
applicable thereto (the "Parking Deed"); and (ii) such other and further documents as
may be directed jointly by Buyer and Seller.
4.2.2 Upon each Closing Date, Escrow Holder shall deliver (i) the
applicable Phase Purchase Price, less any of Seller's closing costs, to Seller, and (ii)
conformed copies of all recorded documents to both Buyer and Seller.
4.3 Escrow Cancellation Charges. If an Escrow does not close due to a
default by one of the parties, the defaulting party shall bear all "Escrow Cancellation
Charges" (as that term is defined below). If a Close of Escrow does not occur for any
reason other than the default of a party, then Buyer and Seller shall each pay fifty
percent (50%) of any Escrow Cancellation Charges. As used herein, "Escrow
Cancellation Charges" means all fees, charges and expenses incurred by Escrow
Holder or third parties engaged by Escrow Holder, as well as all expenses related to the
services of the Title Company in connection with the issuance of the Preliminary Title
Report and other title matters.
662ro15610.0002
6391171.3 a1223113 �-
5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.
5.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last
business day immediately preceding the Closing Date for a Phase, Buyer shall deposit
or cause to be deposited with Escrow Holder the following:
(a) the applicable Phase Purchase Price, less the Independent
Contract Consideration and Earnest Money Deposit;
(b) the Parking Deed, executed, with signature acknowledged, by
Buyer; and
(c) any and all additional funds, instruments or other documents
required from Buyer (executed and acknowledged where appropriate) as may be
reasonably necessary in order for the Escrow Holder to comply with the terms of this
Agreement.
5.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last
business day immediately preceding the Closing Date, Seller shall deposit or cause to
be deposited with Escrow Holder each of the following:
(a) the executed and acknowledged Grant Deed for the applicable
Phase;
(b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit")
executed and acknowledged by Seller in the form attached hereto as Exhibit "C"; and
(c) all other funds, items, and instruments required from Seller
(executed and acknowledged where appropriate) as may be reasonably necessary in
order for Escrow Holder to comply with the provisions of this Agreement.
6. TITLE INSURANCE POLICY.
6.1 Title Policy. At the Closing Date for a Phase, the Title Company, as
insurer, shall issue an ALTA extended coverage owner's policy of title insurance (a
"Phase Tide Policy"), in favor of Buyer, as insured, with liability in the amount of the
applicable Phase Purchase Price, subject to the following:
(a) non -delinquent real property taxes and assessments;
(b) title exceptions approved or deemed approved by Buyer pursuant
to Section 2.2 above;
(c) title exceptions, if any, resulting from Buyer's entry onto the
Property pursuant to the provisions of Section 2.3 above;
(d) any other exceptions approved by Buyer; and
6391171.3 W/=13 -.9-
(e) the standard printed conditions and exceptions contained in the
ALTA extended coverage owner's policy of title insurance regularly issued by the Title
Company.
6.2 Payment for Phase Title Policy. Seller shall be responsible for the costs
for a standard ALTA owner's policy of title insurance. Buyer shall be responsible for all
other costs for each Phase Title Policy, including, without limitation, the additional costs
for an extended ALTA owner's policy of title insurance, plus any title endorsements
requested by Buyer. Buyer shall also pay for the ALTA survey, if applicable.
7. REAL PROPERTY TAXES. Buyer acknowledges that due to Seller's status as a
public entity, during the pendency of Sellers ownership, the Property has been exempt
from the payment of property taxes and assessments. After the Closing of a Phase,
Buyer shall be responsible for paying for all property taxes or assessments assessed
against the Parcels comprising the Phase for any period after the Closing.
8. CONDITIONS PRECEDENT TO CLOSING.
8.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer
under this Agreement to purchase the Parcels comprising a Phase and close the
Escrow for the Phase shall be subject to the satisfaction or signed written waiver by
Buyer of each and all of the following conditions precedent (collectively "Buyer's
Conditlons to Closing"):
(a) Seller shall have approved the Specific Plan and Entitlements with
conditions reasonably acceptable to Buyer (applicable to Closing for first Phase only);
(b) Buyer shall have approved the condition of the title to the Property,
in accordance with Section 2.2 hereof (applicable to Closing for first Phase only);
(c) Buyer shall .have approved the condition of the Property, in
accordance with Section 2.3 hereof (applicable to Closing for first Phase only);
(d) Seller shall have terminated the Facility Use Agreement with
respect to the Parcels comprising the Phase, and the Foundation shall have ceased any
and all use of said Parcels;
(e) on the Closing Date for a Phase, the Title Company shall be
irrevocably committed to issue the applicable Phase Title Policy pursuant to Section 6
above insuring fee title to the Parcels comprising the Phase as being vested in Buyer;
(f) Escrow Holder holds all instruments and funds required for the
Close of Escrow for the Phase and will deliver to Buyer the instruments and funds, if
any, accruing to Buyer pursuant to this Agreement;
(g) except as otherwise permitted by this Agreement, all
representations and warranties by the Seller in this Agreement shall be true on and as
M M16610-0002 -1 U-
6391171.3 a12/23H3
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;
(h) Seller is not in material default of any term or condition of this
Agreement.
In the event that any of Buyer's Conditions to Closing are not satisfied, 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. In the event of such
termination, neither party shall thereafter have any obligations to, or rights against, the
other under this Agreement, except for any obligations that expressly survive the
termination of this Agreement.
8.2 Conditions Precedent to Seller's Obligations. The obligations of Seller
under this Agreement shall be subject to the satisfaction or signed written waiver by
Seller of each and all of the following conditions precedent ("Seller's Conditions to
Closing"):
(a) Escrow Holder holds the applicable Phase Purchase Price and all
other instruments and funds required for the Closing for the Phase and will deliver to
Seller the instruments and funds, including but not limited to the applicable Phase
Purchase Price (less Seller's closing costs), accruing to Seller pursuant to this
Agreement;
(b) Seller has executed and deposited into Escrow the Parking Deed
(applicable only to the Phase that includes the Library Parking Lot Parcel);
(c) Buyer has submitted to Seller and obtained Seller's written
approval of Buyer's Evidence of Financial Capability for the Phase, pursuant to Section
2.5 above;
(d) except as otherwise permitted by this Agreement, all
representations and warranties by the Buyer in this Agreement shall be true on and as
of the Closing Date for the Phase as though made at that time and all covenants of
Buyer pursuant to this Agreement shall have been fulfilled by the Closing Date for the
Phase;
(e) Buyer has obtained all necessary approval and permits, including,
without limitation, the Speck Plan and Entitlements, and building permits, to develop
the Parcels comprising the Phase with the portion of the Project designated to be
developed on said Parcels;
(0 There shall exist no pending or threatened actions, suits,
arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors,
insolvency, bankruptcy, reorganization or other proceedings, against the Buyer that
would materially and adversely affect the Buyer's ability to unconditionally perform its
obligations under this Agreement; and
862Po16810-0002
6391171.3 a1=WU '� �'
(g) Buyer shall have delivered the funds required hereunder and all of
the documents to be executed by Buyer set forth in Section 5.1 and shall not be in
default under this Agreement.
In the event that any of Seller's Conditions to Closing are not satisfied, or waived
in a writing signed by Seller, prior to the expiration of the applicable period for
satisfaction or waiver, Seller may terminate this Agreement. In the event of such
termination, neither party shall thereafter have any obligations to, or rights against, the
other under this Agreement, except for any obligations that expressly survive the
termination of this Agreement.
9. POSSESSION. Possession of the Parcels comprising a Phase shall be
delivered by Seller to Buyer on the Closing Date for the Phase.
10. ALLOCATION OF COSTS.
10.1 Buyer's Costs. Buyer shall pay the following costs in connection with the
Closing for each Phase:
(a) fifty percent (50%) of Escrow Holder's escrow fee;
(b) Buyer's own attorney's fees incurred in connection with this
Agreement and the transactions contemplated hereby;
(c) Any documentary transfer taxes associated with the conveyance;
(d) All of the charges for recording the Grant Deed, if any; and
(e) the additional costs for an extended ALTA owner's policy of title
insurance, plus any title endorsements requested by Buyer.
10.2 Seller's Costs. Seller shall pay the following costs in connection with the
Closing for each Phase:
(a) fifty percent (50%) of the Escrow Holder's escrow fee;
(b) Seller's own attorney's fees in connection with this Agreement and
the transactions contemplated hereby;
(c) the costs for a standard ALTA owner's policy of title insurance.
11. REPRESENTATIONS AND WARRANTIES.
11.1 Buyer's Representations. Warranties and Covenants. Buyer hereby
makes the following representations and warranties to Seller, each of which is true in all
respects as of the date hereof and shall be true in all respects on the Closing Date for
each Phase:
11.1.1 Buyer is duly organized and existing.
992/015910-00W -12-
6391171.3 alIP"17
11.1.2 Buyer has the legal power, right, and authority to execute, deliver
and perform Buyer's obligations under this Agreement and the documents executed and
delivered by Buyer pursuant hereto.
11.1.3 All requisite action(corporate, trust, partnership, or otherwise) has
been taken by Buyer in connection with entering into this Agreement and the
instruments referenced hereinand the consummation of the transactions contemplated
hereby. No consent is required which has not been obtained to permit Buyer to enter
into this Agreement and consummate the transaction hereby.
11.1.4 The entering into this Agreement does not violate any provision of
any other agreement to which Buyer is bound.
11.2 Seller's Representations and Warranties. Seller hereby makes the
following representations and warranties to Buyer, each of which is true in all respects
as of the date hereof and shall be true in all respects on the Closing Date for each
Phase:
11.2.1 Seller is duly organized and existing.
11.2.2 Seller has the legal power, right, and authority to execute, deliver
and perform Seller's obligations under this Agreement and the documents executed and
delivered by Seller pursuant hereto.
11.2.3 All requisite action has been taken -by Seller in connection with
entering into this Agreement and the instruments referenced herein and the
consummation of the transactions contemplated hereby. No consent is required which
has not been obtained to permit Seller to enter into this Agreement and consummate
the transactions contemplated hereby.
11.2.4 To Seller's actual knowledge, the entering into this Agreement does
not violate any provision of any other agreement to which Seller is bound.
11.2.5 To Seller's actual knowledge, there is no pending or threatened
litigation, lawsuit or administrative proceeding which would adversely affect the
Property.
11.2.6 To Seller's actual knowledge, with the exception of the Facility Use
Agreement, there are no contracts or leases affecting the Property and no agreements
entered into, by or under Seller which shall survive the Close of Escrow for the first
Phase.
11.2.7 Seller has no knowledge of the presence of any Hazardous
Materials on the Property, or any portion thereof, and Seller has not been advised or
notified by any third parties, prior owners of the Property, or any federal, state or local
governmental agency, of the presence of any Hazardous Materials on the Property.
N=15610-0002
6391171.3 a17@3/13 - -13-
Throughout this Agreement, terms such as "to Seller's actual knowledge," "Seller
has no actual knowledge," or like phrases mean the actual present and conscious
awareness or knowledge, without a duty to inquire or investigate, of the City Manager
of the City of La Quinta, or the Planning Director of the City of La Quinta.
In the event Seller becomes aware of a change in circumstance during the term
of the Escrow for a Phase which would cause any of the representations or warranties
of Seller under this Section 11 to be untrue, Seller shall advise Buyer of such change in
circumstance in writing within five (5) business days from Seller's discovery thereof.
Buyer shall then have fifteen (15) business days from receipt of such notice from Seller
to deliver written notice to Seller of Buyer's election to either (i) terminate this
Agreement, or (ii) waive objection to such change in circumstance and to accept title to
the Parcels comprising the Phase subject to such change in circumstance. Buyer's
failure to notify Seller in writing within said fifteen (15) business day period shall
conclusively be deemed Buyer's election to waive objection to such change in
circumstance and to proceed to close this Escrow for the Phase subject to such change
in circumstance.
It is understood and agreed that with the exception of the limited representations
expressly set forth in this Section 11, Seller has not at any time made and is not now
making, and Seller specifically disclaims, any warranties or representations of any kind
or character, express or implied, with respect to the Property, or any improvements
thereon, including, but not limited to, warranties or representations as to (a) matters of
title, (b) environmental matters relating to the Property or any portion thereof, including,
without limitation, the existence or lack thereof of Hazardous Materials (as defined
below) in, on, under or in the vicinity of the Property, or migrating to or from the
Property, either in soil, vapors or surface water or groundwater, (c) geological
conditions, including, without limitation, subsidence, subsurface conditions, water table,
underground water reservoirs, limitations regarding the withdrawal of water, and
geologic faults and the resulting damage of past and/or future faulting, (d) whether, and
to the extent to which the Property or any portion thereof is affected by any stream
(surface or underground), body of water, wetlands, flood prone area, flood plain,
floodway or special flood hazard, (e) drainage, (0 soil conditions, including the existence
of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to
landslides, or the sufficiency of any undershoring, (g) the presence of endangered
species or any environmentally sensitive or protected areas, (h) zoning or building
entitlements to which the Property or any portion thereof may be subject, (i) the
availability of any utilities to the Property or any portion thereof including, without
limitation, water, sewage, gas and electric, Q) the permitted uses and restrictions on
uses on the Property, (k) usages of adjoining property, (1) access to the Property or any
portion thereof, (m) the value, compliance with the plans and specifications, size,
location, age, use, design, quality, description, suitability, structural integrity, operation,
title to, or physical or financial condition of the Property or any portion thereof, or any
income, expenses, charges, liens, encumbrances, rights or claims on or affecting or
pertaining to the Property or any part thereof, (n) the condition or use of the Property or
compliance of the Property with any or all past, present or future federal, state or local
ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other
MMIS610-0002
6391171.3 a12=13 -14-
similar laws, (o) the existence or non-existence of underground storage tanks, surface
impoundments, or landfills, (p) the merchantability of the Property or fitness of the
Property for any particular purpose, (q) tax consequences, or (r) any other matter or
thing with respect to the Property.
Buyer acknowledges and agrees that Seller is selling and conveying to Buyer,
the Property, "AS IS, WHERE IS, WITH ALL FAULTS,' and that with the exception of
the limited representations expressly set forth in this Section 11 Buyer has not relied on
and will not rely on, and Seller has not made and is not liable for or bound by, any
express or implied warranties, guarantees, statements, representations or information
pertaining to the Property or relating thereto, made or furnished by Seller or any real
estate broker, agent or third party representing or purporting to represent Seller, to
whomever made or given, directly or indirectly, orally or in writing. Buyer represents
that it is a knowledgeable, experienced and sophisticated purchaser of real estate, and
that Buyer is relying solely on its own expertise and that of Buyer's consultants and
representatives in purchasing the Property, and shall make an independent verification
of the accuracy of any documents and information provided by Seller. Buyer will
conduct such inspections and investigations of the Property as Buyer deems necessary,
including, but not limited to, the physical and environmental conditions thereof, and shall
rely solely upon the same. By failing to terminate this Agreement prior to the expiration
of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full
opportunity to conduct all such investigations of the Property as Buyer deemed
necessary to satisfy itself as to the condition of the Property and the existence or non-
existence or removal or remediation action to be taken with respect to any Hazardous
Materials in, on, within or migrating to or from the Property, and that Buyer will rely
solely upon the same and not upon any information provided by or on behalf of Seller or
its agents or employees with respect thereto. Upon Closing for each Phase, Buyer shall
assume the risk with respect to the Parcels comprising that Phase, that adverse
matters, including, but not limited to, adverse physical or construction defects, or
adverse environmental or health and safety conditions, may not have been revealed by
Buyer's inspections, assessments, inv s i ions, and/or testing.
BUYER'S INITIALS:
Buyer hereby acknowledges that it will have had full opportunity to investigate,
assess, test, and inspect the Property during the Due Diligence Period, and during such
period, to observe the physical and environmental characteristics and existing
conditions, including but not limited to, the opportunity to conduct such investigation,
assessment, testing, monitoring and study on and of the Property and of adjacent
areas, as Buyer deems necessary, in accordance with law. Buyer, therefore,
individually and collectively, for itself and its members, partners, officers, directors,
employees, agents, successors, assigns, and all entities related to any of the foregoing,
and on behalf of all persons claiming any interest in the Property or this Agreement,
including but not limited to any and all future owners, lessees, and/or operators, of the
Property and their successors, hereby expressly waives, releases, discharges and
forever relinquishes any and all claims, rights of action, causes of action, rights and/or
remedies Buyer has or hereafter may have, whether known or unknown, fixed or
6361171.3 al=X13 -15-
contingent, against Seller and Seller's members, officers, officials, attorneys,
employees, representatives, and agents (a) regarding any matters affecting the
Property and any condition of the Property whatsoever; and (b) regarding: (i) the
existence or potential existence of any Hazardous Materials in, on, under, within or
migrating to or from the Property, either in soil, vapor, surface water or groundwater,
and (ii) any violations or alleged violations of any Environmental Laws regarding the
Property.
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE
SECTION 1542 ("SECTION 1542'), WHICH IS SET FORTH BELOW:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR."
BUYER ACKNOWLEDGES AND AGREES THAT IT MAY HEREAFTER
DISCOVER FACTS OR LAW DIFFERENT FROM OR IN ADDITION TO
THOSE WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO
THE RELEASE OF CLAIMS. BUYER ACKNOWLEDGES AND AGREES
THAT THE RELEASE IT IS PROVIDING SHALL REMAIN EFFECTIVE IN
ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR
ADDITIONAL FACTS OR LAW OR ANY PARTIES' DISCOVERY
THEREOF. BUYER SHALL NOT BE ENTITLED TO ANY RELIEF IN
CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY
DAMAGES OR ANY RIGHT OR CLAIM TO SET ASIDE OR RESCIND
THIS AGREEMENT.
BY INITIALING BELOW, BUYER HEREBY WAIVES AND RELEASES
ANY AND ALL RIGHTS PROVIDED UNDER THE PROVISIONS OF
SECTION 1542 AND ALL SIMILAR OR RELATED STATUTES
THERETO, IN CONNECTION WITH THESE MATTERS WHICH ARE
THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES:
BUYER'S INITIALS: q
Buyer acknowledges and agrees that the disclaimers; waivers and releases
along with the other agreements set forth in this section 11, are all an integral part of
this Agreement, and Seller would not have agreed to enter into this Agreement without
such terms, and that all such terms shall survive the Close of Escrow for each Phase.
As used in this Agreement, the term "Hazardous Material(s)" includes, without
limitation, any hazardous or toxic material, substance, irritant, chemical, or waste,
including without limitation (a) any material defined, classified, designated, listed or
otherwise considered under any Environmental Law, including, without limitation, as
ee7A15610-0002
6391171.3 a12=13 -16-
defined in Califomia Health & Safety Code Section 25260, as a "hazardous waste,"
"hazardous substance," "hazardous material," "extremely hazardous waste," "acutely
hazardous waste," "radioactive waste," "biohazardous waste," "pollutant," "toxic
pollutant," "contaminant," "restricted hazardous waste," "infectious waste," "toxic
substance," or any other term or expression intended to define, list, regulate or classify
substances by reason of properties harmful to health, safety or the indoor or outdoor
environment, (b) any material, substance or waste which is toxic, ignitable, corrosive,
reactive, explosive, flammable, infectious, radioactive, carcinogenic or mutagenic, and
which is or becomes regulated by any local governmental authority, any agency of the
State of California or any agency of the United States Government, (c) asbestos, and
asbestos containing material, (d) oil, petroleum, petroleum based products and
petroleum additives and derived substances, (e) urea formaldehyde foam insulation,
(f) polychlorinated biphenyls (PCBs), (g) freon and other chlorofluorocarbons, (h) any
drilling fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources, (i) mold,
fungi, viruses or bacterial matter, and Q) lead -based paint.
For the purposes of this Agreement, the term "Environmental Laws" means any
and all federal, state and local laws, statutes, ordinances, orders, rules, regulations,
guidance documents, judgments, governmental authorizations, or any other
requirements of governmental authorities, as may presently exist, or as may be
amended or supplemented, or hereafter enacted, relating to the presence, release,
generation, use, handling, assessment, investigation, study, monitoring, removal,
remediation, cleanup, treatment, storage, transportation or disposal of Hazardous
Materials, or the protection of the environment or human, plant or animal health,
including, without limitation, the following statutes and their underlying regulations, as
they have been amended from time to time, and the following referenced common laws:
the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986
(42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et
seci.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et sec.), the
Federal Water Pollution Control Act (33 U.S.C. § 1251 et seg.), the Clean Air Act (42
U.S.C. § 7401 at seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seg.),
the Oil Pollution Act (33 U.S.C. § 2701 at seq.), the Emergency Planning and
Community Right -to -Know Act (42 U.S.C. § 11001 et seg.), the Porter -Cologne Water
Quality Control Act (Cal. Wat. Code § 13000 et seg.), the Toxic Mold Protection Act
(Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic
Enforcement Act of 1986 (Proposition 65 — Cal. Health & Safety Code § 25249.5 et
seg.), the California Hazardous Waste Control Law (Cal. Health & Safety Code § 25100
et seg.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health
& Safety Code § 25500 et sec .), the Carpenter -Presley -Tanner Hazardous Substances
Account Act (California Health and Safety Code, Section 25300 at seg.), the California
Underground Storage of Hazardous Substances Laws (Chapter 6.7 of Division 20 of the
Cal. Health and Safety Code, §25280 et seq.) and the California common laws of
nuisance, trespass, waste and ultra -hazardous activity.
88=158100002
9391171.3 a12/2L73 -17-
12. CONDEMNATION. In the event that, prior to the Close of Escrow for a Phase,
any governmental entity shall commence any proceedings of or leading to eminent
domain or similar type proceedings to take all or any portion of the Parcels comprising
that Phase, 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 following such meeting
either Buyer or Seller may terminate this Agreement.
13. RISK OF PHYSICAL LOSS. Risk of physical loss to the Parcels comprising a
Phase shall be bome by Seller prior to the Close of Escrow for that Phase and by Buyer
thereafter. In the event that said Parcels shall be damaged by fire, flood, earthquake or
other casualty Buyer shall have the option to terminate this Agreement, provided notice
of such termination is delivered to Seller within fifteen (15) business days following the
date Buyer learns of the occurrence of such casualty. If Buyer fails to terminate this
Agreement pursuant to the foregoing sentence within said fifteen (15) business day
period, Buyer shall complete the acquisition of the Parcels comprising the Phase, in
which case Seller shall assign to Buyer the interest of Seller in all insurance proceeds
relating to such damage. Seller shall consult with Buyer regarding any proposed
settlement with the insurer and Buyer shall have the reasonable right of approval
thereof. Seller shall hold such proceeds until the Close of Escrow for the Phase. In the
event this Agreement is terminated for any reason, Buyer shall have no right to any
insurance proceeds.
14. WAIVER OF DAMAGES: SPECIFIC PERFORMANCE. In the event a party
defaults under this Agreement, the non -defaulting parry's sole and exclusive remedy will
be for specific performance of this Agreement. EACH PARTY HEREBY WAIVES ANY
RIGHT TO PURSUE DAMAGES RESULTING FROM A DEFAULT OR BREACH OF
THIS AGREEMENT, AND IN NO EVENT SHALL THE DEFAULTING PARTY BE
LIABLE FOR DAMAGES FOR A DEFAULT OR BREACH OF DEFAULTING PARTY'S
OBLIGATION UNDER THIS AGREEMENT, ALL OF WHICH RIGHTS ARE HEREBY
WAIVED AND RELINQUISHED BY THE NON -DEFAULTING PARTY. The parties
agree that the foregoing limitation on their respective remedies and measure of
damages is reasonable under all of the circumstances of this Agreement, and is
material consideration for the parties entering into this Agreement.
Se1�P� Initials Buyer
s
15. MISCELLANEOUS.
15.1 Assignment. This Agreement shall be binding upon and shall inure to the
benefit of Buyer and Seller and their respective heirs, personal representatives,
successors and assigns. Neither party to this Agreement may assign this Agreement or
any interest or right hereunder or under the Escrow without the prior written consent and
approval of the other party, which consent and approval may be withheld in the sole and
absolute discretion of either party. No provision of this Agreement is intended nor shall
in any way be construed to benefit any party not a signatory hereto or to create a third
party beneficiary relationship.
66=1W16-0002
6391171.3 a12W13 -1 a-
15.2 Choice of Laws. 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 without regard to conflict of law principles. Service of
process on Buyer shall be made in accordance with California law. Service of process
on Seller shall be made in any manner permitted by California law and shall be effective
whether served inside or outside California.
15.3 Attorney's Fees. In the event of any action between Buyer and Seller
seeking enforcement of any of the terms and conditions to this Agreement or an 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.
15.4 Notices. All notices under this Agreement shall be effective (i) upon
personal delivery, (ii) upon delivery by reputable overnight courier that provides a
receipt with the date and time of delivery, or (iii) 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 as the parties may
from time to time designate in writing:
To Buyer: Marvin Investments, Inc.
78010 Main Street, #201
La Quinta, CA 92253
Phone No.: 650-492-1762
Attention: Wells Marvin
Slovak Baron Emprey Murphy & Pinkney LLP
Copy to: 1800 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Phone No.: 760-322-2275
Attention: Marc E. Empey, Esq.
To Seller: City of La Quinta
78-495 Calle Tampico
La Quinta, California 92253
Phone No.: 760-777-7031
Attention: City Manager
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, CA 92628-1950
Phone No.: (714) 641-5100
Attention: M. Katherine Jenson, Esq.
15.5 Fair Meaning. This Agreement shall be construed according to its fair
meaning and as if prepared by both parties hereto.
SM15610-0002
GM1171.3 a12W13 -19-
15.6 Headings. The headings at the beginning of each numbered Section of
this Agreement are solely for the convenience of the parties hereto and are not a part of
this Agreement.
15.7 Nonliability of Seller Officials. No officer, official, member, employee,
agent, or representative of Seller shall be liable for any amounts due hereunder, and no
judgment or execution thereon entered in any action hereon shall be personally
enforced against any such officer, official, member, employee, agent, or representative.
15.8 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.
15.9 Survival. This Agreement and all covenants to be performed after the
Closing Date for a Phase, and, except as otherwise set forth herein, all representations
and warranties contained herein, shall survive the Closing Date for the Phase and shall
remain a binding contract between the parties hereto.
15.10 Time of Essence. Time is of the essence of this Agreement and of each
and every term and provision hereof, it being understood that the parties hereto have
specifically negotiated the dates for the completion of each obligation herein.
15.11 Waiver. A waiver of a provision hereof shall be effective only if said
waiver 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 future breach or
default unless expressly provided herein or in the waiver.
15.12 Broker's/Consulting Fees. Seller and Buyer represent and warrant to the
other that neither Buyer nor Seller has employed any real estate broker to represent its
interest in this transaction. Each party agrees to indemnify and hold the other free and
harmless from and against any and all liability, loss, cost, or expense (including court
costs and reasonable attorney's fees) in any manner connected with a claim asserted
by any individual or entity for any broker's commission in connection with the
conveyance of the Property arising out of agreements by the indemnifying party to pay
any commission.
15.13 No Withholding Because Non -Foreign Seller. Seller represents and
warrants to Buyer that Seller is not, and as of the Close of Escrow for each Phase will
not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or
an out-of-state seller under California Revenue and Tax Code Section 18805 and that it
will deliver to Buyer on or before the Close of Escrow a Certificate of Non -foreign Status
on Escrow Holder's standard forth pursuant to Internal Revenue Code Section
1445(b)(2) and the regulations promulgated thereunder and a California Form 593-C.
15.14 Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall be of equal legal force and effect.
W=15610-OD02 -20-
6391171.3 a12/23113
15.15 Severability. If any, term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extent, be invalid
or unenforceable, the remainder of this Agreement, or the application of such term,
covenant, or condition to persons, entities, or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby and each term,
covenant or condition of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.
15.16 Exhibits. The following exhibits are attached hereto and incorporated
herein by this reference:
Exhibit "A" Depiction of Property
Exhibit "B" Grant Deed
Exhibit "C" Certificate of Non -Foreign Status
15.17 Covenants of Seller. Seller agrees that during the period between the
Effective Date of this Agreement and the Closing Date for each Phase:
(a) Seller shall maintain the Parcels comprising the Phase in not less
than the state of repair as that existing on the Effective Date (excepting ordinary wear
and tear);
(b) Seller shall not convey, grant, lease, rent, license, assign,
mortgage, hypothecate, encumber, or otherwise transfer (on or off record) the Parcels
comprising the Phase or any interest therein;
(c) Seller shall not alter the physical condition of the Parcels
comprising the Phase or introduce or release, or permit the introduction or release, of
any Hazardous Material in, from, under, or on the Parcels comprising the Phase;
(d) Prior to the Closing Date for a Phase, Seller shall maintain Seller's
existing insurance on the Parcels comprising the Phase.
15.18 Covenant Against Discrimination. Buyer covenants that in its performance
of this Agreement it shall not discriminate against any person or group of persons on
account of any impermissible classification including but not limited to race, color, creed,
gender, religion, marital status, national origin, or ancestry.
15.19 Entire Agreement: Amendment. Except as set forth above, this
Agreement and the exhibits incorporated herein contain the entire agreement of Buyer
and Seller with respect to the matters contained herein, and no prior agreement or
understanding pertaining to any such matter.shall be effective for any purpose. No
provisions of this Agreement may be amended or modified in any manner whatsoever
except by an agreement in writing signed by duly authorized officers or representatives
of each of the parties hereto.
6381171.3 a12=13 -21-
15.20 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.
[SIGNATURES ON NEXT PAGE
66MISSIO-0002 -22-
6391171.3 a12/23H3
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has
read this Agreement, understands it, and hereby executes this Agreement to be
effective as of the day and year first written above.
ATTEST:
Susan Maysels, City Clqk
APPROVED AS TO FORM:
A
Attorney
Date: 0c1_ Z G 11 2013
"Seller"
CITY OF LA QUINTA,
a California municipal corporation and
"Buyer"
MARVIN INVESTMENTS, INC.,
a California corporation
By:
Name: Wells Marvin
Its: President
First American Title Insurance Company agrees to act as Escrow Holder in accordance
with the terms of this Agreement.
FIRST AMERICAN TITLE INSURANCE
COMPANY
2013 By:
Name: Kelly Collier
eel ISSI0-0002
M1171.3a12=13 -23-
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
[SEE FOLLOWING 2 PAGES)
Parcel # 770124010
EXHIBIT "A"
PARCEL MERGER NO. 2011-504
PARCEL A
LOTS 68, 69, 70, 71, 76 AND 77 OF DESERT CLUB TRACT UNIT NO. 4, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 21, PAGE 60, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
SAID LOTS 68 AND 77 PREVIOUSLY MERGED BY PARCEL MERGER
2006-476 RECORDED AGUUST 23, 2007 AS INSTRUMENT NO. 0542912, O.R.
SAID MERGED PARCEL CONTAINING 83,702 SQUARE FEET, (1.92 ACRES) MORE OR
LESS.
THE ABOVE DESCRIPTION BEING SHOWN ON THE ATTACHED EXHIBIT "B" AND
HEREBY BEING MADE A PART HEREOF.
SUBJECT TO ALL CONVENANTS, RIGHTS, RIGHTS OF WAYS AND EASEMENTS OF
RECORD, IF ANY.
CAUf TAMPICO - -
I------T—=-- n-----'r-----r--------i---
I
es 6f ss
�s
cl
I A=28133'30"
R ,425.00 L 211.84, 1 I O)
o II 1 ?d. G
Si I
67
(PARCEL A7R SE
1 amT" ma
W fA AO 4
A I 0 211se c i
73 74 75 � 76 � i 77 78
ro
IUD C2
AVE - 70
Parcel # 770123011
EXHIBIT "A"
PARCEL MERGER NO. 2011-505
PARCEL A
LOTS 62, 63, 64, 65 AND 66 OF DESERT CLUB TRACT UNIT NO. 4, IN THE CITY OF
LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 21, PAGE 60,.RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPTING THE NORTHERLY 20 FEET OF SAID LOTS 62, 63, AN 64 BY
FINAL ORDER OF CONDEMNATION RECORDED MARCH 9, 1993 AS
INSTRUMENT NO. 88003 OF OFFICIAL RECORDS.
ALSO EXCEPTING THE NORTHERLY 20 FEET OF SAID LOT 66 BY DEED
RECORDED MAY 4, 1993 AS INSTRUMENT NO. 165658 OF OFFICIAL
RECORDS.
ALSO EXCEPTING THE NORTHERLY 20 FEET OF SAID LOT 65 BY FINAL
ORDER OF CONDEMNATION RECORDED FEBRUARY 5, 2004 AS INSTRUMENT
NO. 2004-85089 OF OFFICIAL RECORDS.
SAID MERGED PARCEL CONTAINING 64,234 SQUARE FEET, 0.47 ACRES) MORE OR
LESS.
THE ABOVE DESCRIPTION BEING SHOWN ON THE ATTACHED EXHIBIT "B" AND
HEREBY BEING MADE A PART HEREOF.
SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS OF WAYS AND EASEMENTS OF
RECORDS, IF ANY.
CA! LE TAMPICO :�, 1, ,
OYn.CC'In"f CM COS
P S I I I �` / AE�P7 p.GB TRACT
ea 1 I PARCEL A / LW 4
I I 64.n4 SF yea 2W
Cd 1 I /0
AV
67
70 69 I
ZI
ZI
x 75 76 77 78
EXHIBIT "B"
FORM OF GRANT DEED
[SEE FOLLOWING PAGES]
M1itii81s*121 1a EXHIBIT B
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
MARVIN INVESTMENTS, INC.
70810 Main Street #201
La Quinta, California 92253
Attn: Wells Marvin
SPACE ABOVE THIS LINE FOR RECORDER'S USE
(Exempt from Recordation Fee per Gov. Code § 27383)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
CITY OF LA QUINTA, a California municipal corporation and charter city (the
"Grantor"), hereby grants to MARVIN INVESTMENTS, INC. (the "Grantee"), that
certain real property ("Property") located in the City of La Quinta, County of Riverside,
State of California, described in the legal description attached hereto as Attachment
No. 1 and incorporated herein by this reference, subject to the following non-
discrimination covenants and all matters of record:
Grantee covenants by and for itself and any successors in interest 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.
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 contracts shall
contain or be subject to substantially the following nondiscrimination or nonsegregation
clauses:
1. 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
WV015610-0002
6391171.3812=13 '1-
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."
2. 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.
3. In contracts: "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. Notwithstanding
the forgoing, with respect to familial status, the forgoing shall not be construed to apply
to housing for older persons, as defined in Section 12955.9 of the Government Code.
The foregoing covenants shall run with the land."
The foregoing nondiscrimination covenants shall, without regard to technical
classification and designation, be binding for the benefit and in favor of the Grantor and
Grantor's successors and assigns, and any successor in interest to the Property and
shall remain in effect in perpetuity.
WMi551a000z
5s51171-302 13 -2-.
ATTEST:
Susan Maysels, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
M. Katherine Jenson, City Attorney
°Grantor"
CITY OF LA QUINTA,
a California municipal corporation and
cf
"Grantee"
MARVIN INVESTMENTS, INC.,
a California corporation
By: ,( JA 1. /M,-----
Name: Wells Marvin
Its: President
66210156104002 -,�
6391171.3 a12/23/13
State of California
County of Riverside
On before me, ,
(Insert name and title of the officer)
Notary Public, 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 (Seal)
State of California
County of Riverside
On before me,
(insert name and title of the officer)
Notary Public, personally appeared
who 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/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
662/015610 OM
6391171.3 a121=13 �f-
(Seal)
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
The land situated in the City of La Quinta, in the County of Riverside, State of California,
described as follows:
[SEE THE FOLLOWING 2 PAGES]
SM15610-0002
6391171.9a12r"17 -5-
Parcel # 770124010
EXHIBIT "A"
PARCEL MERGER NO. 2011-504
PARCEL A
LOTS 68, 69, 70, 71, 76 AND 77 OF DESERT CLUB TRACT UNIT NO. 4, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 21, PAGE 60, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
SAID LOTS 68 AND 77 PREVIOUSLY MERGED BY PARCEL MERGER
2006-476 RECORDED AGUUST 23, 2007 AS INSTRUMENT NO. 0542912, O.R.
SAID MERGED PARCEL CONTAINING 83,702 SQUARE FEET, (1.92 ACRES) MORE OR
LESS.
THE ABOVE DESCRIPTION BEING SHOWN ON THE ATTACHED EXHIBIT "B" AND
HEREBY BEING MADE A PART HEREOF.
SUBJECT TO ALL CONVENANTS, RIGHTS, RIGHTS OF WAYS AND EASEMENTS OF
RECORD, IF ANY.
— CALLS TAMPICO
I
ri 1 84,' I 1pj
�I I �6
�I I
i I [PARCEL A
---'-}N702-SL---
VEMate mecr
N My
76
I 77
I a
Parcel # 770123011
EXHIBIT "A"
PARCEL MERGER NO. 2011-505
PARCEL A
LOTS 62, 63, 64, 65 AND 66 OF DESERT CLUB TRACT UNIT NO. 4, IN THE CITY OF
LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 21, PAGE 60, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPTING THE NORTHERLY 20 FEET OF SAID LOTS 62, 63, AN 64 BY
FINAL.ORDER OF CONDEMNATION RECORDED MARCH 9, 1993 AS
INSTRUMENT NO. 88003 OF OFFICIAL RECORDS.
ALSO EXCEPTING THE NORTHERLY 20 FEET OF SAID LOT 66 BY DEED
RECORDED MAY 4, 1993 AS INSTRUMENT NO. 165658 OF OFFICIAL
RECORDS.
ALSO EXCEPTING THE NORTHERLY 20 FEET OF SAID LOT 65 BY FINAL
ORDER OF CONDEMNATION RECORDED FEBRUARY 5, 2004 AS INSTRUMENT
NO. 2004-85089 OF OFFICIAL RECORDS.
SAID MERGED PARCEL CONTAINING 64,234 SQUARE FEET, (1.47 ACRES) MORE OR
LESS.
THE ABOVE DESCRIPTION BEING SHOWN ON THE ATTACHED EXHIBIT "Bo AND
HEREBY BEING MADE A PART HEREOF.
SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS OF WAYS AND EASEMENTS OF
RECORDS, IF ANY.
CAI.IE TAMPICO 1
I - /
I I �
a a; 1 6 I PARCEL A / aW Naa 4
I I 64,234 SF / 0 2f/D
- _ OS
7D 49 I 67
� zl �
ZI
74 75 is 77 .) 76
EXHIBIT "C"
CERTIFICATE OF NON -FOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. To inform the
transferee that withholding of tax is not required upon the disposition of a U.S. real
property interest in CITY OF LA QUINTA, a California municipal corporation and charter
city ("Seller"), the undersigned hereby certifies the following on behalf of the Seller.
Seller is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code
and Income Tax Regulations);
2. Seller's U.S. employer identification number is ; and
3. Seller's office address is
Seller understands that this certification may be disclosed to the Internal Revenue
Service by the transferee and that any false statement contained herein could be
punished by fine, imprisonment, or both.
Under penalties of perjury,. I declare that I have examined this certification and to the
best of my knowledge and belief it is true, correct and complete. I further declare that
I have authority to sign this document on behalf of Seller.
"Seller"
CITY OF LA QUINTA,
a California municipal corporation and
charter city
2013 By:
Name:
8639,18171..3a12=13 EXHIBIT C