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2019 11 05 HA Special MeetingHOUSING AUTHORITY 1 NOVEMBER 15, 2019 SPECIAL MEETING NOTICE AND CALL OF SPECIAL MEETING OF THE LA QUINTA HOUSING AUTHORITY TO THE MEMBERS OF THE HOUSING AUTHORITY OF THE CITY OF LA QUINTA AND TO THE CITY CLERK/AUTHORITY SECRETARY: NOTICE IS HEREBY GIVEN that a special meeting of the Housing Authority of the City of La Quinta is hereby called to be held on November 5, 2019 commencing at 4:00 p.m., at La Quinta City Hall, 78495 Calle Tampico, La Quinta, California. CONSENT CALENDAR 1. APPROVE QUARTERLY MEETING MINUTES OF OCTOBER 15, 2019 BUSINESS SESSION 1.APPROVE LOT LINE ADJUSTMENT, ACCESS EASEMENT, AND AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS OF PORTIONS OF REAL PROPERTY AT 46150-46176 DUNE PALMS ROAD (APNs 600-030-022 AND -023) FROM THE LA QUINTA HOUSING AUTHORITY TO THE CITY OF LA QUINTA FOR FUTURE PARK AND DRAINAGE IMPROVEMENTS Dated: November 1, 2019 John Peña JOHN PEÑA, Chairperson Attest: MONIKA RADEVA Housing Authority Secretary DECLARATION OF POSTING I, Monika Radeva, Authority Secretary, do hereby declare that the foregoing notice for the Special La Quinta Housing Authority meeting of November 5, 2019 was posted on the outside entry to the Council Chamber at 78495 Calle Tampico and on the bulletin boards at 51321 Avenida Bermudas and 78630 Highway 111 on November 1, 2019. DATED: November 1, 2019 Monika Radeva, Authority Secretary La Quinta Housing Authority HOUSING AUTHORITY AGENDA 1 NOVEMBER 5, 2019 SPECIAL MEETING HOUSING AUTHORITY AGENDA CITY HALL COUNCIL CHAMBER 78495 Calle Tampico La Quinta SPECIAL MEETING TUESDAY, NOVEMBER 5, 2019, AT 4:00 P.M. CALL TO ORDER ROLL CALL: Authority Members: Evans, Fitzpatrick, Sanchez, Radi, Chairperson Peña VERBAL ANNOUNCEMENT – AB 23 [AUTHORITY SECRETARY] PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA At this time, members of the public may address the Housing Authority on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. The Housing Authority values your comments; however in accordance with State law, no action shall be taken on any item not appearing on the agenda unless it is an emergency item authorized by GC 54954.2(b). CONFIRMATION OF AGENDA CONSENT CALENDAR NOTE: Consent Calendar items are routine in nature and can be approved by one motion. PAGE 1.APPROVE QUARTERLY MEETING MINUTES OF OCTOBER 15, 2019 3 BUSINESS SESSION PAGE 1.AMEND THE 2019/20 HOUSING AUTHORITY BUDGET, APPROVE LOT LINE ADJUSTMENT, ACCESS EASEMENT, AND AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS OF PORTIONS OF REAL PROPERTY AT 46150-46176 DUNE PALMS ROAD (APNs 600- 5 Housing Authority agendas and staff reports are available on the City’s web site: www.laquintaca.gov HOUSING AUTHORITY AGENDA 2 NOVEMBER 5, 2019 SPECIAL MEETING 030-022 AND -023) FROM THE LA QUINTA HOUSING AUTHORITY TO THE CITY OF LA QUINTA FOR FUTURE PARK AND DRAINAGE IMPROVEMENTS CHAIR AND BOARD MEMBERS' ITEMS REPORTS AND INFORMATIONAL ITEMS – NONE ADJOURNMENT *************************************** The next regular quarterly meeting of the Housing Authority will be held on January 21, 2020 at 4:00 p.m. in the City Council Chambers, 78495 Calle Tampico, La Quinta, CA 92253. DECLARATION OF POSTING I, Monika Radeva, Authority Secretary of the La Quinta Housing Authority, do hereby declare that the foregoing agenda for the La Quinta Housing Authority was posted near the entrance to the Council Chambers at 78495 Calle Tampico and on the bulletin boards at 51321 Avenida Bermudas and 78630 Highway 111, on November 1, 2019 DATED: November 1, 2019 MONIKA RADEVA, Authority Secretary La Quinta Housing Authority Public Notices The La Quinta City Council Chamber is handicapped accessible. If special equipment is needed for the hearing impaired, please call the City Clerk’s Office at (760) 777-7092, twenty-four (24) hours in advance of the meeting and accommodations will be made. If special electronic equipment is needed to make presentations to the Housing Authority, arrangement should be made in advance by contacting the City Clerk's Office at (760) 777- 7092. A one (1) week notice is required. If background material is to be presented to the Housing Authority during a meeting, please be advised that eight (8) copies of all documents, exhibits, etc., must be supplied to the City Clerk for distribution. It is requested that this take place prior to the beginning of the meeting. Any writings or documents provided to a majority of the Housing Authority regarding any item on this agenda will be made available for public inspection at the City Clerk counter at City Hall located at 78495 Calle Tampico, La Quinta, California, 92253, during normal business hours. HOUSING AUTHORITY QUARTERLY MEETING MINUTES Page 1 of 2 OCTOBER 15, 2019 HOUSING AUTHORITY QUARTERLY MEETING MINUTES TUESDAY, OCTOBER 15, 2019 CALL TO ORDER A regular quarterly meeting of the La Quinta Housing Authority was called to order at 6:15 p.m. by Chairperson Peña. PRESENT: Authority Members: Evans, Fitzpatrick, Radi, Sanchez, and Chairperson Peña ABSENT: None VERBAL ANNOUNCEMENT – AB 23 was made by the Authority Secretary PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA – None CONFIRMATION OF AGENDA – Confirmed CONSENT CALENDAR 1. APPROVE SPECIAL MEETING MINUTES OF OCTOBER 1, 2019 MOTION – A motion was made and seconded by Authority Members Evans/Fitzpatrick to approve the Consent Calendar as recommended. Motion passed unanimously. BUSINESS SESSION 1. ADOPT RESOLUTION TO APPROVE CASH MANAGEMENT POLICY [RESOLUTION NO. HA 2019-004] MOTION – A motion was made and seconded by Authority Members Radi/Evans to adopt Resolution No. HA 2019-004 approving a Cash Management Policy. Motion passed unanimously. CHAIR AND BOARD MEMBERS' ITEMS – None REPORTS AND INFORMATION ITEMS – None CONSENT CALENDAR ITEM NO. 1 3 HOUSING AUTHORITY QUARTERLY MEETING MINUTES Page 2 of 2 OCTOBER 15, 2019 ADJOURNMENT There being no further business, it was moved and seconded by Authority Members Evans/Fitzpatrick to adjourn at 6:17 p.m. Motion passed unanimously. Respectfully submitted, MONIKA RADEVA, Authority Secretary La Quinta Housing Authority 4 City of La Quinta HOUSING AUTHORITY MEETING: November 5, 2019 STAFF REPORT AGENDA TITLE: AMEND THE 2019/20 HOUSING AUTHORITY BUDGET, APPROVE LOT LINE ADJUSTMENT, ACCESS EASEMENT, AND AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS OF PORTIONS OF REAL PROPERTY AT 46150-46176 DUNE PALMS ROAD (APNs 600-030-022 AND -023) FROM THE LA QUINTA HOUSING AUTHORITY TO THE CITY OF LA QUINTA FOR FUTURE PARK AND DRAINAGE IMPROVEMENTS RECOMMENDATION Amend the 2019/20 Housing Authority budget, approve lot line adjustment, access easement, and sale of portions of real property at 46150-46176 Dune Palms Road (APNs 600-030-022 and -023) from the La Quinta Housing Authority to the City of La Quinta for $1,061,456 for future park and drainage improvements; and authorize the Executive Director to execute the purchase and sale agreement. EXECUTIVE SUMMARY The City of La Quinta seeks to acquire property from the La Quinta Housing Authority (Authority) for the La Quinta X Park, Project No. 2015-09, and Citywide Drainage Enhancement Projects, Project No. 2015-12D (Projects). A lot line adjustment is proposed to accommodate the required space for each of the Projects. An access easement is proposed to provide public ingress and egress to the Projects and to the future affordable housing site. • On October 9, 2019 the Housing Commission reviewed the proposed sale and recommends Authority approval. FISCAL IMPACT The Authority will receive $1,061,456, which would be deposited into the Authority Sale of Other Assets (Account No. 241-9101-45000). Capital Improvement Program funds will be used for this acquisition. The access easement is proposed to have no associated cost. The anticipated contribution for the Authority’s proportionate share (.28 Ac-Ft.) of the drainage improvements is $278,062. If approved, the 2019/20 Authority budget would be amended to recognize the revenue and appropriate expenses as follows: BUSINESS SESSION ITEM NO. 1 5 Account Description Account Number Budget Adjustment Sale of Other Assets 241-9101-45000 $1,061,456 Land Improvements 241-9101-74014 ($278,100) Net Fiscal Impact $783,356 BACKGROUND/ANALYSIS The La Quinta X Park project will construct 31,000 sq. ft. of skate area, a pro- shop with restrooms and shade structure, bowls and features for beginners, advanced, and professional users, and a pump track feature surrounding two of the proposed retention basins. The Citywide Drainage Enhancements project will construct three retention basins to accommodate the on-site drainage for the X Park and Authority property as well as the off-site drainage along Westward Ho Drive. Approximately .28 Ac-Ft. of the retention basins will accommodate drainage for the Authority’s remaining parcel. The City is requesting a contribution for the Authority’s proportionate share of the drainage improvement costs. The proposed lot line adjustment will create the new parcels for the Projects. Parcel A (APN 600-030-022) encompasses 79,143 sq. ft. for the future La Quinta X Park. Parcel B (APN 600-030-023) encompasses 53,539 sq. ft. for the Citywide Drainage Enhancements Project. Parcel C (APN 600-030-024) will remain Authority owned and encompasses 121,551 sq. ft. A no cost public access easement from Parcel C is also necessary to provide driveway ingress and egress to the Projects and to the future affordable housing site. The former La Quinta Redevelopment Agency (RDA) acquired the land in 2007 to eliminate blight and develop an affordable housing project. The project was stalled due to the elimination of the RDA, and the Authority has held onto the property pending future development. The City is offering the Authority the fair market value of $1,061,456 (Attachment 1) for the properties. The Authority intends to develop the remainder of the property with an affordable housing project. The sale proceeds must be used for affordable housing; State law allows for the sale of affordable housing property provided that the proceeds are used for affordable housing. ALTERNATIVE Housing Authority may elect not to approve the transaction, which would result in the Projects not being constructed. Prepared by: Julie Mignogna, Management Analyst Approved by: Bryan McKinney, Public Works Director/City Engineer Attachments: 1. Agreement for Purchase and Sale 2.Exhibits 6 882/015610-0046 7101504.1 a10/03/19 -1- 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 ______________, 2019 (“Effective Date”) by and between the LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic (“Seller”), and the CITY OF LA QUINTA, a California municipal corporation and charter city (“Buyer”). R E C I T A L S: 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 as Parcel A and Parcel B in Exhibit “A”, and depicted as Parcel A and Parcel B in Exhibit “B” (the “Property”), each of which exhibits are incorporated herein by this reference. B. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer, on the terms and conditions set forth herein. A G R E E M E N T: 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 ONE MILLION SIXTY-ONE THOUSAND FOUR HUNDRED FIFTY-SIX DOLLARS ($1,061,456) (“Purchase Price”). 2.2 Payment of Total Purchase Price. The Buyer shall deposit with the Escrow Holder the Purchase Price, plus Buyer’s closing costs, 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 ATTACHMENT 1 7 882/015610-0046 7101504.1 a10/03/19 -2- 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. 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 S urvey (“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 ten (10) 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 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. 8 882/015610-0046 7101504.1 a10/03/19 -3- 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 or before October 31, 2019 (“Outside Closing Date”). The terms “Close of Escrow”, “Closing Date” and the “Closing” are used herein to mean the time Seller’s grant deed conveying fee title to the Property to Buyer is recorded in the Official Records of the Office of the County Recorder of Riverside (“Official Records”). If Escrow is not in a condition to close by the Outside Closing Date, either party not then in default hereunder may, upon five (5) days advance written notice to the other party and Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination shall release either party then in default from liability for such default. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. 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 “C”) 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, and (ii) conformed copies of all recorded documents to both Buyer and Seller. 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 Purchase Price; and 9 882/015610-0046 7101504.1 a10/03/19 -4- (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); (b) 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) 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; (b) easements or rights-of-way over the Property for public or quasi-public utility or public street purposes; (c) title exceptions approved or deemed approved by Buyer pursuant to Section 4 above; (d) any other exceptions approved by Buyer; and (e) 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 Survey, if obtained. 10 882/015610-0046 7101504.1 a10/03/19 -5- 9. INTENTIONALLY OMITTED. 10. CONDITIONS PRECEDENT TO CLOSING. 10.1 Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under this Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or signed written waiver by Buyer of each and all of the following conditions precedent (collectively, “Buyer’s Conditions to Closing”): (a) on the Closing Date, the Title Company shall be irrevocably committed to issue the Title Policy pursuant to Section 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. 10.2 Conditions Precedent to Seller’s Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all of the following conditions precedent (“Seller’s Conditions to Closing”): (a) Escrow Holder holds the Purchase Price and all other instruments and funds required for the Closing and will deliver to Seller the instruments and funds, including but not limited to the Purchase Price (less 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. 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. 11 882/015610-0046 7101504.1 a10/03/19 -6- 11. 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. 12. ALLOCATION OF COSTS. 12.1 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 (or standard ALTA) Owner’s Title Policy, and (iv) the costs of any Survey, inspection or report requested by Buyer. 12.2 Seller’s Costs. Seller shall pay: (i) the premium cost of the Title Policy (CLTA (or standard ALTA) Owner’s only), and (ii) one-half (1/2) of any escrow fees or similar charges of Escrow Holder. 12.3 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. 13. COVENANTS OF SELLER. Seller agrees that during the period between the Effective Date of this Agreement and the Closing Date: (a) Seller shall maintain the Property in not less than the state of repair as that existing on the Effective Date (excepting ordinary wear and tear); (b) Seller shall not convey, grant, lease, assign, mortgage, hypothecate, encumber, or otherwise transfer (on or off record) the Property or any interest therein; (c) Prior to Closing, Seller shall maintain Seller’s existing insurance on the Property; and (d) Prior to the Closing, Seller shall not alter the physical condition of the Property. 14. MISCELLANEOUS. 14.1 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. 14.2 No Third Party Beneficiaries. 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. 14.3 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, 12 882/015610-0046 7101504.1 a10/03/19 -7- 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: La Quinta Housing Authority 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director Copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92628-1950 Attn: William H. Ihrke, Esq To Buyer: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92628-1950 Attn: William H. Ihrke, Esq. 14.4 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. 14.5 Headings. The headings at the beginning of each numbered Section of this Agreement are solely for the convenience of the parties hereto and are not a part of this Agreement. 14.6 Choice of Laws; Litigation Matters. This Agreement shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Agreement. Service of process on Buyer shall be made in accordance with California law. Service of process on Seller shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 14.7 Nonliability of Buyer 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. 14.8 Gender; Number. As used in this Agreement, masculine, feminine, and neuter gender and the singular or plural number shall be deemed to include the others wherever and whenever the context so dictates. 13 882/015610-0046 7101504.1 a10/03/19 -8- 14.9 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. 14.10 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. 14.11 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. 14.12 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. 14.13 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. 14.14 Severability. If any term, covenant or condition of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons, entities, or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14.15 Exhibits. The following exhibits are attached hereto and incorporated herein by this reference: Exhibit “A” Legal Description of Property Exhibit “B” Depiction of Property Exhibit “C” Form of Grant Deed 14.16 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 14 882/015610-0046 7101504.1 a10/03/19 -9- into this Agreement does not violate any provision of any other agreement to which such party is bound. 14.17 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] 15 882/015610-0046 7101504.1 a10/03/19 -10- IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this Agreement, understands it, and hereby executes this Agreement to be effective as of the day and year first written above. SELLER: LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic By: Jon McMillen, Executive Director ATTEST: Monika Radeva, Housing Authority Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP William H. Ihrke, Housing Authority Counsel BUYER: CITY OF LA QUINTA, a California municipal corporation and charter city By: Jon McMillen, City Manager ATTEST: Monika Radeva, City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP William H. Ihrke, City Attorney 16 882/015610-0046 7101504.1 a10/03/19 -11- 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: 17 882/015610-0046 7101504.1 a10/03/19 EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY [SEE ATTACHED] 18 882/015610-0046 7101504.1 a10/03/19 EXHIBIT “B” DEPICTION OF THE PROPERTY [SEE ATTACHED] 19 882/015610-0046 7101504.1 a10/03/19 EXHIBIT “C” FORM OF GRANT DEED [SEE ATTACHED] 20 EXHIBIT ‘A’ LEGAL DESCRIPTION Page 1 of 4 EXHIBIT ‘A’ LEGAL DESCRIPTION LOT LINE ADJUSTMENT No. 2019 - ______ PARCEL A: THAT CERTAIN PARCEL OF LAND LOCATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHERLY 660.00 FEET OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE NORTH HALF OF THE SOUTHERLY 330.00 FEET OF SAID NORTHERLY 660.00 FEET; THENCE N 89°38’21” E ALONG THE SOUTHERLY LINE OF SAID NORTH HALF A DISTANCE OF 30.00 FEET TO A LINE PARALLEL WITH AND 30.00 FEET EASTERLY OF THE WEST LINE OF THE SAID NORTHEST QUARTER OF SECTION 29, SAID PARALLEL LINE ALSO BEING THE WESTERLY LINE OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN ‘GRANT OF EASEMENT AND AGREEMENT’ RECORDED AUGUST 9, 2017 AS DOCUMENT NO. 2017-0327107; THENCE N 00°09’19” W ALONG SAID PARALLEL LINE A DISTANCE OF 65.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 89°38’21” E ALONG A LINE PARALLEL WITH AND 65.00 NORTH OF THE SOUTH LINE OF SAID NORTH HALF A DISTANCE OF 250.00 FEET; THENCE N 00°09’19” W A DISTANCE OF 50.00 FEET; THENCE S 89°38’21” W A DISTANCE OF 61.00 FEET; THENCE N 00°09’19” W A DISTANCE OF 296.00 FEET; THENCE N 89°38’21” E A DISTANCE OF 16.00 FEET; THENCE N 00°09’19” W A DISTANCE OF 54.00 FEET TO A LINE PARALLEL WITH AND 30.00 FEET SOUTHERLY OF THE NORTH LINE OF THE SAID NORTHEAST QUARTER OF SECTION 29, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF WESTWARDHO DRIVE; THENCE S 89°38’21” W ALONG SAID PARALLEL LINE A DISTANCE OF 205.00 FEET TO A LINE PARALLEL WITH AND 30.00 FEET EAST OF THE W EST LINE OF SAID NORTHEAST QUARTER OF SECTION 29 AND THE NORTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN SAID ‘GRANT OF EASEMENT AND AGREEMENT’ RECORDED AUGUST 9, 2017 AS DOCUMENT NO. 2017-0327107; THENCE S 00°09’19” E ALONG THE SAID PARALLEL LINE A DISTANCE OF 400.00 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 79,514.3 SQUARE FEET, (1.8254 ACRES), MORE OR LESS. ATTACHMENT 2 21 EXHIBIT ‘A’ LEGAL DESCRIPTION Page 2 of 4 TOGETHER WITH AN EASEMENT FOR INGRESS, EGRESS AND PUBLIC UTILITY PURPOSES OVER THE SOUTH 65.00 FEET OF THE EASTERLY 290.00 FEET OF THE WESTERLY 320.00 FEET OF THE NORTH HALF OF THE SOUTHERLY 330.00 FEET OF THE NORTHERLY 660.00 FEET OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN. PARCEL B: THAT CERTAIN PARCEL OF LAND LOCATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHERLY 660.00 FEET OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE NORTH HALF OF THE SOUTHERLY 330.00 FEET OF SAID NORTHERLY 660.00 FEET; THENCE N 89°38’21” E ALONG THE SOUTHERLY LINE OF SAID NORTH HALF A DISTANCE OF 30.00 FEET TO A LINE PARALLEL WITH AND 30.00 FEET EASTERLY OF THE WEST LINE OF THE SAID NORTHEST QUARTER OF SECTION 29, SAID PARALLEL LINE ALSO BEING THE WESTERLY LINE OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN ‘GRANT OF EASEMENT AND AGREEMENT’ RECORDED AUGUST 9, 2017 AS DOCUMENT NO. 2017-0327107; THENCE N 00°09’19” W ALONG SAID PARALLEL LINE A DISTANCE OF 65.00 FEET; THENCE N 89°38’21” E ALONG A LINE PARALLEL WITH AND 65.00 FEET NORTHERLY OF THE SOUTH LINE OF SAID NORTH HALF A DISTANCE OF 250.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 00°09’19” W A DISTANCE OF 50.00 FEET; THENCE S 89°38’21” W A DISTANCE OF 61.00 FEET; THENCE N 00°09’19” W A DISTANCE OF 296.00 FEET; THENCE N 89°38’21” E A DISTANCE OF 16.00 FEET; THENCE N 00°09’19” W A DISTANCE OF 54.00 FEET TO A LINE PARALLEL W ITH AND 30.00 FEET SOUTHERLY OF THE NORTH LINE OF THE SAID NORTHEAST QUARTER OF SECTION 29, ALSO BEING THE SOUTHERLY RIGHT-OF-WAY LINE OF WESTWARDHO DRIVE; THENCE N 89°38’21” E A DISTANCE OF 163.95 FEET TO A POINT ON THE WEST LINE OF PARCEL ‘B’ OF PARCEL MAP NO. 18629 AS SHOWN BY MAP FILED FOR RECORD IN BOOK 113 OF PARCEL MAPS, PAGES 54 THROUGH 55, INCLUSIVE, RECORDS OF THE RIVERSIDE COUNTY RECORDER; THENCE S 00°15’57” E ALONG SAID WEST LINE A DISTANCE OF 81.00 FEET; THENCE S 89°38’21” W A DISTANCE OF 34.10 FEET; 22 EXHIBIT ‘A’ LEGAL DESCRIPTION Page 3 of 4 THENCE S 00°09’19” E A DISTANCE OF 145.39 FEET; THENCE S 10°36’06” W A DISTANCE OF 125.91 FEET; THENCE S 89°38’21” W A DISTANCE OF 21.50 FEET; THENCE S 00°09’19” E A DISTANCE OF 50.00 FEET TO A LINE PARALLEL WITH AND 65.00 FEET NORTHERLY OF THE SOUTH LINE OF SAID NORTH HALF; THENCE S 89°38’21” W ALONG SAID PARALLEL LINE A DISTANCE OF 40.00 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 53,539.9 SQUARE FEET, (1.2291 ACRES), MORE OR LESS. TOGETHER WITH AN EASEMENT FOR INGRESS, EGRESS AND PUBLIC UTILITY PURPOSES OVER THE SOUTH 65.00 FEET OF THE EASTERLY 290.00 FEET OF THE WESTERLY 320.00 FEET OF THE NORTH HALF OF THE SOUTHERLY 330.00 FEET OF THE NORTHERLY 660.00 FEET OF THE NORTHWEST QUARTER OF THE NORT HWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN. PARCEL C: THAT CERTAIN PARCEL OF LAND LOCATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHERLY 660.00 FEET OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THE NORTH HALF OF THE SOUTHERLY 330.00 FEET OF SAID NORTHERLY 660.00 FEET; THENCE N 89°38’21” E ALONG THE SOUTHERLY LINE OF SAID NORTH HALF A DISTANCE OF 30.00 FEET TO A LINE PARALLEL WITH AND 30.00 FEET EASTERLY OF THE WEST LINE OF THE SAID NORTHEST QUARTER OF SECTION 29, SAID PARALLEL LINE ALSO BEING THE WESTERLY LINE OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN ‘GRANT OF EASEMENT AND AGREEMENT’ RECORDED AUGUST 9, 2017 AS DOCUMENT NO. 2017-0327107 TO THE POINT OF BEGINNING; THENCE CONTINUING N 89°38’21” E ALONG SAID SOUTHERLY LINE A DISTANCE OF 633.47 FEET TO ITS INTERSECTION WITH THE WEST LINE OF THE SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29; THENCE N 00°07’59” W ALONG THE SAID WEST LINE OF NORTHWEST QUARTER A DISTANCE OF 165.00 FEET TO THE SOUTHEAST CORNER OF PARCEL 1 OF PARCEL MAP NO. 18629 AS SHOWN BY MAP FILED FOR RECORD IN BOOK 113 OF PARCEL MAPS, PAGES 54 AND 55, INCLUSIVE, RECORDS OF THE RIVERSIDER COUNTY RECORDER; 23 EXHIBIT ‘A’ LEGAL DESCRIPTION Page 4 of 4 THENCE S 89°38’21” W A DISTANCE OF 132.00 FEET ALONG THE SOUTH LINE OF SAID PARCEL 1 OF PARCEL MAP NO. 18629 A DISTANCE OF 132.00 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 1; THENCE N 00°07’59” W ALONG THE SAID WEST LINE OF PARCEL 1 OF PARCEL MAP NO. 18629 A DISTANCE OF 297.00 FEET TO THE A LINE PARALLEL WITH AND 33.00 FEET SOUTHERLY OF THE NORTH LINE OF SAID NORTHEAST QUARTER OF SECTION 29; THENCE S 89°38’21” W ALONG SAID PARALLEL LINE A DISTANCE OF 132.69 FEET; THENCE S 00°15’57” E A DISTANCE OF 78.00 FEET; THENCE S 89°38’21” W A DISTANCE OF 34.10 FEET; THENCE S 00°09’19” E A DISTANCE OF 145.39 FEET; THENCE S 10°36’06” W A DISTANCE OF 125.91 FEET; THENCE S 89°38’21” W A DISTANCE OF 21.50 FEET; THENCE S 00°09’19” E A DISTANCE OF 50.00 FEET TO A LINE PARALLEL WITH AND 65.00 FEET NORTHERLY OF THE SOUTH LINE OF SAID NORTH HALF; THENCE S 89°38’21” W ALONG SAID PARALLEL LINE A DISTANCE OF 290.00 FEET TO A LINE PARALLEL WITH AND 30.00 FEET EASTERLY OF THE WEST LINE OF SAID NORTHEAST QUARTER OF SECTION 29; THENCE S 00°09’19” E ALONG SAID PARALLEL LINE A DISTANCE OF 65.00 FEET TO THE POINT OF BEGINNING; CONTAINING 121,551.3 SQUARE FEET, (2.7904 ACRES), MORE OR LESS. TOGETHER WITH AN EASEMENT FOR INGRESS, EGRESS AND PUBLIC UTILITY PURPOSES OVER THE SOUTH 65.00 FEET OF THE EASTERLY 290.00 FEET OF THE WESTERLY 320.00 FEET OF THE NORTH HALF OF THE SOUTHERLY 330.00 FEET OF THE NORTHERLY 660.00 FEET OF THE NORTHWEST QUARTER OF THE NORT HWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN. ALL SUBJECT TO ALL COVENANTS, RIGHTS, RIGHT-OF-WAY AND EASEMENTS OF RECORD. SEE EXHIBIT ‘B’ ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. NV5 INC.: PREPARED BY ME OR UNDER MY DIRECTION: ___________________________________________ JAY S. FAHRION DATE PLS 8207 24 PARCEL 'A' PARCEL 'B' PARCEL 'C' (FORMALLY "46TH AVENUE")DUNE PALMS ROADWESTWARD HO DRIVE T.P.O.B. PARCEL 'B' P.O.C. ALL PARCELS T.P.O.B. PARCEL 'A' P.O.B. PARCEL 'C' PREPARED FOR:DATE:SEPT. 2019CITY OF LA QUINTA CITY OF LA QUINTA LOT LINE ADJUSTMENT No. 2019- _____ EXHIBIT 'B' 42-829 COOK STREET, SUITE 104 760.341.3101 TEL 760.341.5999 FAX PALM DESERT, CA 92211 WWW.NV5.COM 25 PREPARED FOR:DATE:SEPT. 2019CITY OF LA QUINTA CITY OF LA QUINTA LOT LINE ADJUSTMENT No. 2019- _____ EXHIBIT 'B' 42-829 COOK STREET, SUITE 104 760.341.3101 TEL 760.341.5999 FAX PALM DESERT, CA 92211 WWW.NV5.COM 26