CC Resolution 2014-042RESOLUTION NO. 2014 — 042
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 WILLIAM &
SHARON RICHARDSON FOR CERTAIN PROPERTY
LOCATED IN THE LA QUINTA VILLAGE
WHEREAS, the City of La Quinta ("City") desires to ' support high quality,
vibrant and economically healthy commercial activity. in the La Quinta Village that
includes a mix of office, retail, and restaurant uses; and
WHEREAS, supporting 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 William & Sharon Richardson
("Richardson") ("Exhibit A" _attached), pursuant to which the City has agreed to
purchase from Richardson 'certain real property located in the La Quinta Village
south of Avenida La Fonda and east of Desert Club, further identified as APN 770-
125-002, comprising of approximately 16,431 square feet, 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 Quints hereby finds and
determines that the purchase 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. 2014-042
Purchase and Sale Agreement — Richardson
Adopted: August 5, 2014
Page 2
SECTION 4. The City Council authorizes and directs the City Manager to (i) 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 5th day of August, 2014, by the
following vote:
AYES: Council Members Evans, Franklin, Henderson, Osborne, Mayor Adolph
NOES: None
ABSENT: None
ABSTAIN: None
��Ud
DON AD LPH, ayor
City of La Quinta, California
ATTEST:
SUSAN MAYSELS, ,C y Clerk
City of La Quinta, California
(CITY SEAL)
APPROVED AS TO FORM:
WILLIAM H. IHRKE, ity Attorney
City of La Quinta, California
EXHIBIT "A"
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 2014 ("Effective Date") by and
between WILLIAM D. RICHARDSON AND SHARON LYNN RICHARDSON, OR THEIR
SUCCESSORS, AS TRUSTEE OF THE RICHARDSON LIVING TRUST U/A DATED 03-28-
00 ("Seller"), and the CITY OF LA QUINTA, a California municipal corporation and charter
city ("Buyer").
RECITALS
A. Seller is the owner of that certain unimproved real property located in the City of
La Quinta, County of Riverside, State of California, more particularly described in the legal
description attached hereto as Exhibit "A" (the "Property").
B. Buyer has the authority to exercise the power of eminent domain to acquire real
property in the City of La Quinta. In the event Seller had determined not to sell the Property to
Buyer, Buyer's staff would have recommended to the City Council of Buyer that Buyer, 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.
C. 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:
1. PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement,
and for the consideration herein set forth, Seller hereby agrees to sell to Buyer and Buyer hereby
agrees to purchase from Seller the Property.
2. PURCHASE PRICE
2.1 Amount. The purchase price which Seller agrees to accept and Buyer agrees to
pay for the Property is the sum of TWO HUNDRED FIVE THOUSAND THREE HUNDRED
EIGHTY-EIGHT DOLLARS ($205,388) ("Purchase Price").
2.2 Deposit. Buyer shall deposit the sum of ONE THOUSAND DOLLARS ($1,000),
calculated on the basis of three percent (3%) of the Purchase Price, with the "Escrow Holder" (as
defined in Section 3.1 below) within ten (10) days after the Effective Date. The Deposit and all
accrued interest thereon shall be credited towards the Purchase Price in the event the transaction
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closes. If Buyer terminates the "Escrow" (as defined in Section 3.1 below) and this Agreement,
the Deposit and all interest accrued thereon shall be returned to Buyer.
2.3 Balance of Purchase Price. The Buyer shall deposit the balance of the Purchase
Price with the Escrow Holder, plus Buyer's closing costs and subject to adjustment for prorations
and other charges, in good funds prior to the "Close of Escrow" (as defined in Section 6.1
below).
3. ESCROW.
3.1 Opening of Escrow. Closing of the sale of the Property shall take place through
an escrow ("Escrow") to be established within three (3) business days after the execution of this
Agreement by the parties hereto, with Four Seasons Escrow ("Escrow Holder") at its office
located at 51350 Desert Club Drive, La Quinta 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 standard preprinted 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. TITLE MATTERS. Buyer shall obtain a preliminary title report prepared by First
American Title Company ("Title Company") describing the state of title of the Property together
with copies of all underlying documents (the "Preliminary Title Report"). Buyer may, at its sole
cost and expense, obtain a current survey of the Property (a "Survey"). Notwithstanding
anything herein to the contrary, Seller shall be obligated to remove all monetary encumbrances
against the Property excluding non -delinquent real property taxes (except as otherwise provided
in Section 9 below). Buyer shall notify Seller in writing of any objections Buyer may have to
title exceptions contained in the Preliminary Title Report or matters shown on the Survey (if
Buyer has obtained) no later than the date which is twenty-one (21) days after the later of (i) its
receipt of the Preliminary Title Report or (ii) its receipt of the Survey ("Buyer's Objection
Notice"). Buyer's approval or disapproval of the matters set forth in the Preliminary Title Report
(and the Survey, if applicable) may be granted or withheld in Buyer's sole and absolute
discretion. Buyer's failure to provide Seller with a Buyer's Objection Notice within said period
shall constitute Buyer's approval of all exceptions to title shown on the Preliminary Title Report
and all matters shown on the Survey (if Buyer has obtained). Seller shall have a period of five
(5) days after receipt of Buyer's Objection Notice in which to deliver written notice to Buyer
("Seller's Notice") of Seller's election to either (i) agree to remove the objectionable items on
the Preliminary Title Report or Survey prior to the Close of Escrow, or (ii) decline to remove any
such title exceptions or Survey matters and terminate Escrow and the obligations of Buyer and
Seller to purchase and sell the Property under this Agreement, in which event the provisions of
Section 10.3 below shall apply. Seller's failure to provide Buyer with Seller's Notice within said
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period shall constitute Seller's election to remove the objectionable items on the Preliminary
Title Report. If Seller notifies Buyer of its election to terminate rather than remove the
objectionable items on the Preliminary Title Report or Survey, Buyer shall have the right, by
written notice delivered to Seller within five (5) days after Buyer's receipt of Seller's Notice, to
agree to accept the Property subject.to the objectionable items, in which event Seller's election to
terminate shall be of no effect, and Buyer shall take title at the Close of Escrow subject to such
objectionable items without any adjustment to or credit against the Purchase Price. All
exceptions to title shown on the Preliminary Title Report, other than those which Seller may
agree to remove pursuant to this Section 4, shall be deemed to have been approved by Buyer
unless Seller is notified otherwise in writing.
Upon the issuance of any amendment or supplement to the Preliminary Title
Report which adds additional exceptions, including any survey exceptions, the foregoing right of
review and approval shall also apply to said amendment or supplement. The process set forth
above for Buyer's review and Seller's response shall apply to any review and response with
respect to any amendment or supplement to the Preliminary Title Report, and the Closing shall
be extended for such period as is necessary to allow for that review and response process to be
completed.
5. RIGHT OF ENTRY. Beginning on the Effective Date up to and including the Closing
Date, Seller grants Buyer, its agents, contractors, employees, and representatives, the right to
enter into and upon the Property at reasonable times for the purposes related to Buyer's
inspection and proposed acquisition of the Property. Buyer shall not disturb the physical
condition of the Property, or do any intrusive testing of the Property without the prior written
consent of Seller, which consent shall not be unreasonably withheld or delayed. Any costs,
expenses, or charges incurred or related to Buyer's activities under this right of entry shall be at
the sole cost and expense of Buyer and at no cost and expense to Seller. Buyer shall, at its own
cost and expense entirely, repair any damage to the Property resulting from any such entry and
shall restore the Property to its condition prior to such entry. Buyer agrees to indemnify, defend
and hold Seller and the Property harmless from any and all claims, liabilities, liens, actions,
judgments, costs, expense, or charges (including without limitation attorneys' fees and costs)
arising from or connected or related in any way to the right of entry granted under this
Agreement.
6. CLOSE OF ESCROW.
6.1 Close of. Escrow Closing Date. Provided that all of the conditions of this
Agreement precedent to the "Close of Escrow" (as hereinafter defined) as set forth in Section 10
below 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
August 15, 2014 ("Outside Closing Date"). Notwithstanding the foregoing, if Buyer and Seller
agree to advance the Closing, and so long as all of "Buyer's Conditions to Closing" and all of
"Seller's Conditions to Closing" (as those terms are defined in Section 10) have been satisfied
(or waived by the appropriate party), Seller and Buyer may elect to authorize the Closing before
the Outside Closing Date. The terms "Close of Escrow", "Closing Date" and the "Closing" are
used herein to mean the time Seller's grant deed conveying fee title to the Property to Buyer is
recorded in the Official Records of the Office of the County Recorder of Riverside ("Official
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Records"). If Escrow is not in a condition to close by the Outside Closing Date, either party not
then in default hereunder may, upon five (5) days advance written notice to the other party and
Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination shall
release either party then in default from liability for such default. If neither party so elects to
terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as
possible.
6.2 Recordation; Release of Funds and Documents.
6.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official
Records, the following documents in the order listed: (i) the grant deed (in the form attached
hereto as Exhibit "B") transferring title to the Property to Buyer ("Grant Deed"); and (ii) such
other and further documents as may be directed jointly by Buyer and Seller.
6.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price to
Seller, less any amount to Closing costs, including property taxes and/or assessments allocable to
Seller pursuant to Section 9 below, and (ii) conformed copies of all recorded documents to both
Buyer and Seller.
6.2.3 Escrow Holder is authorized to request from Seller a fully executed copy
of the Grant Deed at any time prior to the Close of Escrow, for submission to Buyer for the sole
purpose of Buyer's acceptance of same, in order to place such Grant Deed in a form ready for
recording at the Close of Escrow. If Buyer receives such an executed Grant Deed prior to Close
of Escrow, Buyer is authorized only to affix its acceptance thereon, or perform such other acts as
are required to place the Grant Deed in a recordable form, but may not record the Grant Deed at
any time prior to the Close of Escrow.
7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND -SELLER.
7.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with
Escrow Holder the following:
(a) the balance of the Purchase Price; and
(b) any and all additional funds, instruments or other documents required
from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in
order for the Escrow Holder to comply with the terms of this Agreement and consummate the
transaction.
7.2 Seller's Obligations. Seller agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with
Escrow Holder each of the following:
(a) the executed and acknowledged Grant Deed, subject only to the Permitted
Exceptions (defined hereafter), and any prior submission to Buyer for acceptance, as provided in
Paragraph 6.2.3 above;
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(b) a Certificate of Non -Foreign Status (the "Non -Foreign Affidavit")
executed and acknowledged by Seller in the form attached hereto, as Exhibit "C' , and
(c) all other funds, items, and instruments required from Seller (executed and
acknowledged where appropriate) as may be reasonably necessary in order for the Escrow
Holder to comply with the provisions of this Agreement and consummate the transaction.
8. TITLE INSURANCE POLICY.
8.1 Title Policy. At the Closing .Date, the. Title Company, as insurer, shall issue a
CLTA owner's standard coverage policy of title insurance ("Title Policy"), in`favor of Buyer, as
insured, for the Property, with liability in the amount of the Purchase Price, subject only to the
following (the "Permitted Exceptions"):
(a) non -delinquent real property taxes, subject to Seller's obligations to pay
certain taxes pursuant to. Section 9 below;
(b) covenants, conditions, restrictions and reservations of record that do not
interfere with the Buyer's proposed use of the Property, as determined in the sole and absolute
discretion of Buyer;
(c) easements or rights -of -way over the Property for public or quasi -public
utility or public street purposes;
(d) title exceptions approved or deemed approved by Buyer pursuant to
Section 4 above;
(e) any other exceptions approved by Buyer; and
(f) the standard printed conditions and exceptions contained in the CLTA
standard owner's policy of title insurance regularly issued by the Title Company.
8.2 Payment for Title Policy. Seller shall be responsible for the charges for the Title
Policy with coverage up to the amount of the Purchase Price. Buyer shall pay any additional
amount charged by Title Company for any additional coverage or endorsements it requests. In
connection therewith, Buyer may, at its election, request an ALTA extended policy of title
insurance and Buyer shall pay for the incremental cost of the extended coverage above and
beyond the standard coverage. Buyer shall pay for the Surveys, if obtained.
9. REAL .PROPERTY TAXES AND ASSESSMENTS. Upon Buyer's acquisition of fee
title to the Property, the Property will be exempt from the payment of property taxes due to
Buyer's status as a public agency. Seller shall be responsible for paying (through Escrow at
Closing) all real and personal property taxes and assessments which are of record as of the
Closing Date and/or have accrued against the Property prior to (and including) the Closing Date
(notwithstanding whether such taxes and/or assessments are due and payable as of the Closing
Date). Buyer hereby acknowledges and agrees that Buyer is obligated to completely payoff, at
Closing, any amounts outstanding under the City of La Quinta Assessment District 2000-1 with
respect to the Property. Seller shall be responsible for paying for all real or personal property
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taxes or assessments assessed against the Property after the Closing for any period prior to the
Closing.
10. CONDITIONS. PRECEDENT TO CLOSING.
10.1 Conditions Precedent to Buyer's Obligations. ions. The obligations of Buyer under this
Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or
signed written waiver by Buyer of each and all of the following conditions precedent
(collectively, "Buyer's Conditions to Closing"):
(a) on the Closing Date, the Title Company shall be irrevocably committed to
issue the Title Policy pursuant to Section 8.1 above insuring fee title to the Property as being
vested in Buyer, subject only 'to the Permitted Exceptions;
(b) Escrow Holder holds all instruments and funds required for the Closing
and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this
Agreement;
(c) except as otherwise permitted by this Agreement, all representations and
warranties by the Seller in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled
by the Closing Date; and
(d) Seller is not in material default of any term or condition of this
Agreement.
In the event that any of Buyer's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Buyer prior to the expiration of the applicable period for
satisfaction or waiver, Buyer may terminate this Agreement and the Deposit with all interest
accrued thereon shall be returned to Buyer.
10.2 Conditions Precedent to Seller's Obli atg ions. The obligations of Seller under this
Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all
of the following conditions precedent ("Seller's Conditions to Closing"):
(a) Escrow Holder holds the Purchase Price and all other instruments and
funds required for the Closing and will deliver to Seller the instruments and funds, including but
not limited to the Purchase Price (less any offsets against Seller specifically provided for
hereunder) accruing to Seller pursuant to this Agreement;
(b) except as otherwise permitted by this Agreement, all representations and
warranties by the Buyer in this Agreement shall be true on and as of the Closing Date as though
made at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilled
by the Closing Date; and
(c) Buyer is not in material default of any term or condition of this
Agreement.
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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 and the Deposit with all interest
accrued thereon shall be returned to Buyer, except in the event of a Buyer default, in which case
the provisions of Section 12 shall apply.
10.3 Termination of Agreement and Escrow. In the event Seller or Buyer elects to
terminate the Escrow and this Agreement with respect to a failed title objection (as provided in
Section 4 above), the failure of a Seller's or Buyer's Condition to Closing (as provided in
Sections 10.1 and 10.2 above), or in connection with a "Casualty" (as defined in Section 16
below), which relates to the Property, the Deposit, with all interest accrued thereon shall be
returned to Buyer, except in the event of a Buyer default, in which case the provisions of Section
12 shall apply.
11. NOTICE OF DEFAULT. Upon a default by either Seller or Buyer under this Agreement,
the non -defaulting party shall notify the defaulting party and Escrow Holder in writing of such
default. If the non -defaulting party gives such notice, the notice shall set forth with specificity
the alleged default and the defaulting party shall have ten (10) days to cure the default. If the
defaulting party does not cure the default within ten (10) days of the receipt of such notice, the
non -defaulting party may elect to terminate this Agreement and pursue the remedies provided in
Section 12 below.
12. REMEDIES ON. DEFAULT.
(a) BUYER'S DEFAULTS; SELLER'S REMEDIES. IN THE EVENT THE
CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN
CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF
ANY BREACH OR DEFAULT BY BUYER, BUYER AND SELLER AGREE THAT
IT WOULD BE DIFFICULT AND IMPRACTICAL TO DETERMINE THE
DAMAGES TO SELLER. ACCORDINGLY, BUYER AND SELLER HAVE
AGREED TO FIX AS LIQUIDATED DAMAGES THE DEPOSIT, WHICH AMOUNT
SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES, SHALL
CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH
DEFAULT BY BUYER HEREUNDER, AND SELLER WAIVES ANY AND ALL
RIGHT TO SPECIFIC PERFORMANCE. BUYER AND SELLER SPECIFICALLY
ACKNOWLEDGE THEIR AGREEMENT TO THE FOREGOING LIQUIDATED
DAMAGES PROVISION BY INITIALING THIS SECTION IN THE APPROPRIATE
SPACES PROVIDED.
SELLER'S INITIALS<L,P tJW BUYER'S INITIALS:
(b) SELLER'S DEFAULTS: BUYER'S REMEDIES. IN THE EVENT THE
CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN
CONTEMPLATED DO NOT OCCUR BY REASON OF ANY BREACH OR
DEFAULT BY SELLER, BUYER SHALL BE ENTITLED TO: (I) TERMINATE THIS
AGREEMENT, IN WHICH EVENT ESCROW HOLDER SHALL IMMEDIATELY
RETURN TO BUYER THE DEPOSIT AND ANY INTEREST ACCRUED THEREON,
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AND BUYER SHALL HAVE THE RIGHT TO PURSUE SELLER FOR DAMAGES
OR (II) THE RIGHT TO PURSUE SPECIFIC PERFORMANCE OF THIS
AGREEMENT,
SELLER'S INITIALS: c� UJO(� BUYER'S INITIALS:
13. POSSESSION. Possession of the Property, free from all tenancies, parties in possession
and occupants, shall be delivered by Seller to Buyer on the Closing Date,. subject only to the
Permitted Exceptions.
14. ALLOCATION OF COSTS.
14.1 Buyer's Costs. Buyer shall pay: (i) one-half (1/2) of any escrow fees or similar
charges of Escrow Holder, (ii) the full premium cost for any endorsements to the Title Policy,
(iii) the premium for any ALTA coverage over and above the cost of the CLTA Owner's Title
Policy, (iv) the costs of any Survey, inspection or report requested by Buyer, and (v) the cost of
recording the Grant Deed and any other recording charges.
14.2 Seller's Costs. Seller shall pay: (i) the premium cost of the Title Policy (CLTA
Owner's only), (ii) the documentary transfer tax and City transfer tax (if any) due on the transfer
of the Property, and (iii) one-half (1/2) of any escrow fees or similar charges of Escrow Holder.
14.3 Miscellaneous Costs. Except to the extent otherwise specifically provided herein,
all other expenses incurred by Seller and Buyer with respect to the negotiation, documentation
and closing of this transaction, including, without limitation, attorneys' fees, shall be borne and
paid by the party incurring same.
15. CONDEMNATION. In the event that, prior to the Close of Escrow, any goveriunental
entity (other than the City of La Quinta) shall commence any proceedings of or leading to
eminent domain or similar type proceedings to take all or any portion of the Property, Buyer or
Seller shall promptly meet and confer in good faith to evaluate the effect of such action on the
purposes of this Agreement.
16. DAMAGE. If the Property is damaged or destroyed by any casualty (a "Casualty") after
the Effective Date, but prior to the Closing, and the costs to repair or restore same shall exceed
Fifteen Thousand Dollars ($15,000.00) (as reasonably determined by Seller and Buyer), then
Buyer shall have the option to terminate this Agreement by delivery of a Termination Notice to
Seller prior to the Closing. In such case, the provisions of Section 10.3 above shall apply. In the
alternative, if a Casualty shall occur, prior to the Closing, and if Buyer does not so exercise its
right to terminate, then Buyer shall proceed with the Closing and upon consummation of the
transaction herein provided, Seller shall assign to Buyer all claims of Seller under or pursuant to
any applicable casualty insurance coverage and all proceeds from any such casualty insurance
received by Seller on account of any such Casualty, the damage from which shall not have been
repaired by Seller prior to the Closing, and provide Buyer with a credit against the Purchase
Price in an amount equal to the deductible under such casualty insurance coverage. Seller agrees
to execute any documents reasonably necessary to effectuate the provisions of this Section 16.
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17. HAZARDOUS.MATERIALS. To the best of SelIer's knowledge (without any obligation
of Seller to further investigate), the Property has not at any time been used for the purposes of
storing, manufacturing, releasing or dumping Hazardous Materials. For purposes of this
Agreement, the term "Hazardous Materials" shall mean (1) hazardous wastes, hazardous
materials, hazardous substances, hazardous constituents, toxic substances or related materials,
whether solids, liquids or gases, including, but not limited to, substances deemed as "hazardous
wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants,"
"contaminants," "radioactive materials," or other similar designations in, or otherwise subject to
regulation under, the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended ("CERCLA"), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act
("TSCA"), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §
1802; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 9601, et seq.; the
Clean Water Act ("CWA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. §
300 et seq.; the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control
Law, California Health and Safety Code § 25025 et seq., the Carpenter -Presley -Tanner
Hazardous Substance Account Act, California Health and Safety Code, Division 20, Chapter 6.8,
the Hazardous Materials Release Response Plans and Inventory Act, California Health and
Safety Code, Division 20, Chapter 6.95, The Underground Storage of Hazardous Substances Act,
California Health and Safety Code, Division 20, Chapter 6.7, the Porter -Cologne Act, California
Water Code § 13050 et seq. and in any permits, licenses, approvals, plans, rules, regulations or
ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws
or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in
effect relating to environmental matters (collectively the "Environmental Laws"); and (ii) any
other substances, constituents or wastes subject to any applicable federal, state or local law,
regulation, ordinance or common law doctrine, including any Environmental Law, now or
hereafter in effect, including, but not limited to, (A) petroleum, (B) refined petroleum products,
(C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, (F) lead in water, paint or
elsewhere, (C) radon, (H) polychlorinated biphenyls (PCB's) and (I) ureaformaldehyde.
18. COVENANITS..OF SELLER. Seller agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
(a) Seller shall maintain the Property in not less than the state of repair as that
existing on the Effective Date (excepting ordinary wear and tear);
(b) Seller shall not convey, grant, lease, assign, mortgage, hypothecate, encumber, or
otherwise transfer (on or off record) the Property or any interest therein;
(e) Prior to Closing, Seller shall maintain Seller's existing insurance on the Property;
and
(d) Prior to the Closing, Seller shall not alter the physical condition of the Property or
introduce or release, or permit the introduction or release, of any Hazardous Materials in, from,
under, or on the Property.
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19. MISCELLANEOUS.
19.1 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 shall not be unreasonably withheld. 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.
19.2 .Notices. All notices under this Agreement shall be effective upon personal
delivery, upon delivery by reputable overnight courier service that provides a receipt with the
date and time of delivery, or two (2) business days after deposit in the United States mail,
registered, certified, postage fully prepaid and addressed to the respective parties as set forth
below or as to such other address as the parties may from time to time designate in writing:
To Seller: William D. Richardson and Sharon Lynn Richardson
81369 Avenida Sombra
Indio, CA 92203-7554
To Buyer: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
Copy ter: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
Attn: M. Katherine Jenson, Esq.
19.3 'Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
19.4 Headings. The headings at the beginning of each numbered Section of this
Agreement are solely for the convenience of the parties hereto and are not a part of this
Agreement.
19.5 Choice of Laws-, Litigation Matters. This Agreement shall be governed by the
internal laws of the State of California and any question arising hereunder shall be construed or
determined according to such law. The Superior Court of the State of California in and for the
County of Riverside, or such other appropriate court in such county, shall have exclusive
jurisdiction of any litigation between the parties concerning this Agreement. Service of process
on Buyer shall be made in accordance with California law. Service of process on Seller shall be
made in any manner permitted by California law and shall be effective whether served inside or
outside California.
892;01ss10-0046
'1015 4.1 aOO/10/14 -10-
19.6 Nonliability of Buver and Seller Officials. No officer, official, member,
employee, agent, or representative of Buyer or 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.
19.7 Gender; Number. As used in this Agreement, masculine, feminine, and neuter
gender and the singular or plural number shall be deemed to include the others wherever and
whenever the context so dictates.
19.8 Survival. This Agreement and all covenants to be performed after the Closing,
and, except as otherwise set forth herein, all representations and warranties contained herein,
shall survive the Closing Date and shall remain a binding contract between the parties hereto.
19.9 Time of Essence. Time is of the essence of this Agreement and of each and every
term and provision hereof, it being understood that the parties hereto have specifically negotiated
the dates for the completion of each obligation herein.
19.10 Time Period Computations. All periods of time referred to in this Agreement
shall include all Saturdays, Sundays and California state or national holidays unless the reference
is to business days, in which event such weekends and holidays shall be excluded in the
computation of time and provide that if the last date to perform any act or give any notice with
respect to this Agreement shall fall on a Saturday, Sunday or California state or national holiday,
such act or notice shall be deemed to have been timely performed or given on the next
succeeding day which is not a Saturday, Sunday or California state or national holiday.
19.11 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.
19.12 Broker's Fees. Seller and Buyer represent and warrant to the other that neither
Buyer nor Seller has employed any broker and/or finder to represent its interest in this
transaction. Each party agrees to indemnify and hold the other free and harmless from and
against any and all liability, loss, cost, or expense (including court costs and reasonable
attorney's fees) in any manner connected with a claim asserted by any individual or entity for
any commission or finder's fee in connection with the conveyance of the Property arising out of
agreements by the indemnifying party to pay any commission or finder's fee.
19.13 Duplicate Originals. This Agreement may be executed in any number of
duplicate originals or counterparts, all of which shall be of equal legal force and effect.
19.14 Severability. If any term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant, or
condition to persons, entities, or circumstances other than those as to which it is held invalid or
881 015610-00t;
7101504A a06/10114
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.
19.15 Exhibits. The following exhibits are attached hereto and incorporated herein by
this reference:
Exhibit "A" Legal Description of Property
Exhibit `B" Grant Deed
Exhibit "C" Non -Foreign Affidavit
19.16 Authority. The person(s) executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so
executing this Agreement such party is formally bound to the provisions of this Agreement, and
(iv) the entering into this Agreement does not violate any provision of any other agreement to
which such party is bound.
19.17 Entire Agreement; Amendment. Except as set forth above, this Agreement and
the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to
the matters contained herein, and no prior agreement or understanding pertaining to any such
matter shall be effective for any purpose. No provisions of this Agreement may be amended or
modified in any manner whatsoever except by an agreement in writing signed by duly authorized
officers or representatives of each of the parties hereto.
[END -- SIGNATURE PAGE FOLLOWS]
882;015510-0046
7101504.1461"J r14 -12-
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:
City Clerk
APPROVED AS TO FORM:
City Attorney
SELLER:
WILLIAM D. RICHARDSON AND SHARON
LYNN RICHARDSON, OR THEIR
SUCCESSORS, AS TRUSTEE OF TIIE
RICHARDSON LIVING TRUST U/A DATED
03-28-00
By. r
William D. Richardson, Trustee
By OJaw';�h
�.
Sharon Lynn Ric and'son, Trustee '
BUYER:
CITY OF LA QUINTA, a California municipal
corporation and charter city
By:
Frank J. Spevacek, City Manager
[end of signatures]
882/015610-0046
7101504.1 a06/10/14 -13-
Four Seasons Escrow, Inc. agrees to act as Escrow Holder in accordance with the terms
of this Agreement that are applicable to it.
FOUR SEASONS ESCROW, INC.
By:
Name:
Its:
882; 0156 [ 0-0046
7101 04.t a06;1Gr14 -14-
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY.
The real property and improvements thereon situated in the State of California, County of
Riverside, City of La Quinta, are described as follows:
Lot 81 of Desert Club Tract Unit No..4, as per map recorded in Book 21, Page 60 of maps,
records of Riverside County, California
8s21015610-00-1e
7101504.1 aa6n0n4
EXHIBIT "B"
[SEE ATTACHED]
882,10I5610-0046
7101504.1 40/ 11i.' 14
RECORDING REQUESTED BY AND:
WHEN RECORDED MAIL TO:
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
Space above this line for Recorder's Use
Exempt from Recordation Fee per Gov. Code § 27383
MAIL TAX STATEMENTS TO:
DOCUMENTARY TRANSFER TAX $0.00 rPUBLIC
City of La Quinta ENTITY TRANSFEREEI
78-495 Calle Tampico .... Computed on the consideration or value of property
La Quinta, CA 92253 conveyed; OR
Attn: City :Manager .... Computed on the consideration or value less liens or
encumbrances remaining at time of sale.
Signature of Declarant or Agent determining tax — Firm Name
Order No.
Escrow No.
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
WILLIAM D. RICHARDSON AND SHARON LYNN RICHARDSON, OR THEIR
SUCCESSORS, AS TRUSTEE OF THE RICHARDSON LIVING TRUST U/A DATED 03-28-
00, hereby grants, conveys, and transfers to the CITY OF LA QUINTA a California municipal
corporation and charter city, the real property in the County of Riverside, State of California,
described on Attachment No. l attached hereto and incorporated herein by reference (the
`Property")
[continued on following page]
882:0! 5s!e-aaa6
7101504.1 49`22/08 Page I of 4
The Property conveyed hereby is subject to (i) non -delinquent general and special real
property taxes; and (ii) matters of record.
"SELLER"
WILLIAM D. RICHARDSON AND
SHARON LYNN RICHARDSON, OR THEIR
SUCCESSORS, AS TRUSTEE OF THE
RICHARDSON LIVING TRUST U/A
DATED 03-28-00
Date: _ By:
William D. Richardson, Trustee
By:
Sharon Lynn Richardson, Trustee
882/01561 t1-tits 46
7101504,1 a09t22M Page 2 of 4
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me, Notary Public,
personally appeared ; 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.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me, Notary Public,
personally appeared , 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.:
Notary Public
[SEAL]
RRID156its 0046
"101504.1 09,22108 Page 3 of 4
CERTIFICATE OF ACCEPTANCE.
This Certificate of Acceptance is to certify that the interest in real property conveyed by
the grant deed dated �, from WILLIAM D. RICHARDSON AND
SHARON LYNN RICHARDSON, OR THEIR SUCCESSORS, AS TRUSTEE OF THE
RICHARDSON LIVING TRUST U/A DATED 03-28-00 ("Grantor"), to the CITY OF
LA QUINTA, a California municipal corporation and charter city ("Grantee"), is hereby
accepted by order of the CITY OF LA QUINTA pursuant to authority conferred on by
Resolution No. 2002-86, adopted by the Grantee's City Council on June 18, 2002, and Grantee
hereby consents to recordation thereof by its duly authorized officer.
Date:
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE
CITY OF LA QUINTA }
"GRANTEE"
CITY OF LA QUINTA
By
Frank J. Spevacek, City Manager
On before me, Notary Public,
personally appeared FRANK J. SPEVACEK, 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.
otary Public
[SEAL]
882iO115610-00 6
7101504.1 49122.08 Page 4 of 4
ATTACHMENT NO. 1 TO GRANT DEED
LEGAL DESCRIPTION OF REAL PROPERTY
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:
Lot 81 of Desert Club Tract Unit No. 4, as per map recorded in Book 21, Page 60 of maps,
records of Riverside County, California
882/015610-0046
7101504.1 a06/10/14 Attachment I to Grant Deed
EXHIBIT "C"
AFFIDAVIT OF NON -FOREIGN ENTITY
TO: CITY OF LA QUINTA ("Buyer")
The Internal Revenue Code of 1954 ("Cade") (26 U.S.C. Sections 1445, 7701) provides that a
transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.
To inform the transferee that withholding of tax is not required upon transfer of that certain U.S.
real property interest described in Exhibit "A" to the Agreement for Purchase and Sale and,
Escrow Instructions dated _µ 2014, and incorporated herein by reference
("Property"), that the undersigned ("Seller") hereby certifies the following:
1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations); and
2. The U.S. taxpayer identification number for Seller is _ and
3. The address for mailing purposes of Seller is:
and
4. Seller understands that this certification may be disclosed to the Internal Revenue Service
by Buyer and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalty of perjury, I declare that I have examined this Certification and to the best of my
knowledge and belief, it is true, correct, and complete, and I further declare that I have authority
to sign this document on behalf of Seller.
Dated:
20
Dated: 20_
811,0156i0-0046
7101504. i a06;'10114
SELLER:
WILL.IAM D. RICHARDSON AND
SHARON LYNN RICHARDSON, OR THEIR
SUCCESSORS, AS TRUSTEE OF THE
RICHARDSON LIVING TRUST U/A
DATED 03-29-00
By:
William D. Richardson, Trustee
ME
Sharon Lynn Richardson, Trustee
AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
BY AND BETWEEN
WILLIAM D. RICHARDSON AND SHARON
LYNN RICHARDSON, OR THEIR SUCCESSORS,
AS TRUSTEE OF THE RICHARDSON LIVING TRUST
U/A DATED 03-28-00
("SELLER")
AND
CITY OF LA QUINTA
("BUYER")
8921015610-0046
7101504.1 a06110114
TABLE OF CONTENTS
Page
1. PROPERTY .............. ............... ... ......., ,.......... .........,.. ...,............. ...... I
2, PURCHASE PRICE .. .. .. • ....... ..... I
2.1 Amount . 1
2.2 Deposit .............................................. ... l
2.3 Balance of Purchase Price......... ............... ......... ....... ............... .....:........ 2
3. ESCROW. ........,2
3.1 Opening of Escrow.. ... ................ _ _ ,...2
3.2 Escrow Instructions.., ........• ......... ......... .. .....:.. .................. ; :;....2
4. TITLE MATTERS......,.:...,. ., ...........:..:.........2
5. RIGHT OF ENTRY ................ ................ .::.::............ ...:...................... :............ .:<............ 3
6. CLOSE OF ESCROW .............................................., . ......... . .3
6.1 Close of Escrow; Closing Date ........................ 3
6.2 Recordation; Release of Funds and Documents ., ;...•.: .............................4
7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER ......... ....4
7.1 Buyer's Obligations .............. ............. ................. ......4
7.2 Seller's Obligations ........................ ......>.. 4
8. TITLE INSURANCE POLICY ............................ ............................. ...... . .......................... ... .... 5
8.1 Title Policy ..................................... ........... ........................5
8.2 Payment for Title Policy ................................... :................ :....,.............. ......
<..,...,..5
9. REAL PROPERTY TAXES AND ASSESSMENTS.,_.....,..... .......... ........ .......5
10. CONDITIONS PRECEDENT TO CLOSING .................. ....:........ :.................. ..........
.._..6
10.1 Conditions Precedent to Buyer's Obligations ..........::...:.:.:. :............:..,..,,.6
10.2 Conditions Precedent to Seller's Obligations .............. m, ,,, ................
10.3 Termination of Agreement and Escrow..........................::...::......:;...:.:.:..:.::........ 7
11. NOTICE OF DEFAULT....................................................................................... ... ..7
12. REMEDIES ON DEFAULT.. ....... ..... ........ ,.............7
13. POSSESSION........... .. ................... ........8
14. ALLOCATION OF COSTS . ..:.:...:...:.... ............................ .......... :..................... 18
14.1 Buyer's Costs ...........: ........................ .... _::. ,,....... .,......,,........... .......... 8
14.3 Miscellaneous Costs- .......:.....:.. :.........: ,::.::..::,.8
882A 15610,0046
7101504.1 a06/10114 'i
Page
16. DAMAGE , ......... ....... ........... w ............................ 8
17. HAZARDOUS MATERIALS ............................ ...... ......... ........... 9
18. COVENANTS OF SELLER.:-,.-,,q-. . ........... 9
19. MISCELLANEOUS ................... ..... ......... ...... .......10
19.1 Assignment .......... ..........
19.2 Notices ............... .........10
19.3 Fair Meaning ....................................................................................................... 10
19.4 Headings ........................................................ ...... . ......... 10
19.5 Choice of Laws; Litigation Matters: a ...... ........ �; ....... ...... A0
19.6 Nonliability of Buyer and Seller Officials ............ ............
19.7 Gender; Number ............................................ 1—.""'.
11
19.8 Survival ............... ....... .......
19.9 Time of ........... . "... ...............
19.10 Time Period Computations ....... ....... ...... *�.;.:��.,�.�'...."���"�.��.�.'i..'�...II
19.11 Waiver or Modification......... .................... ....................
19.12 Broker's Fees ....................11
19.13 Duplicate Originals .............. ......
19.14 Severability ......................... ........ ....... ...............
19.15 Exhibits ............................................................................................................... 12
19.16 Authority ................... ; ......................................................................................... 12
19.17 Entire Agreement; Amendment .......................................................................... 12
EXHIBITS
Exhibit "A" Legal Description of Property
Exhibit "B" Form of Grant Deed
Exhibit "C" Form of Affidavit of Non -Foreign Entity
882/015610-0046
7101504.1 06,110114