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2021 07 20 HA Quarterly MeetingHOUSING AUTHORITY AGENDA Page 1 of 4 JULY 20, 2021 REGULAR QUARTERLY MEETING HOUSING AUTHORITY AGENDA CITY HALL COUNCIL CHAMBER 78495 Calle Tampico La Quinta REGULAR QUARTERLY MEETING ON TUESDAY, JULY 20, 2021 AT 4:00 P.M. ****************************** SPECIAL NOTICE Teleconferencing and Telephonic Accessibility In Effect Pursuant to Executive Orders N-25-20, N-29-20, N-33-20, and N-35-20, N-60- 20, and N-08-21 executed by the Governor of California, in response to the state of emergency relating to novel coronavirus disease 2019 (COVID-19) and enabling teleconferencing accommodations by suspending or waiving specified provisions in the Ralph M. Brown Act (Government Code § 54950 et seq.), members of the Housing Authority, the Executive Director, Authority Counsel, City Staff, and City Consultants may participate in this meeting by teleconference. Members of the public wanting to listen to the open session of this meeting may do so by tuning-in live via http://laquinta.12milesout.com/video/live. Members of the public wanting to address the Housing Authority either for a specific agenda item or matters not on the agenda, or both, are requested to follow the instructions listed below: Written public comments – can be provided in-person during the meeting or emailed to the City Clerk’s Office at CityClerkMail@LaQuintaCA.gov no later than 3:00 p.m. on the day of the meeting, and will be distributed to the Housing Authority, incorporated into the agenda packet and public record of the meeting, and will not be read during the meeting unless, upon the request of Housing Authority agendas and staff reports are available on the City’s web site: www.laquintaca.gov CONSENT CALENDAR ITEM NO. 2 – MOVED TO BUSINESS SESSION ITEM NO. 1 HOUSING AUTHORITY AGENDA Page 2 of 4 JULY 20, 2021 REGULAR QUARTERLY MEETING the Chairperson, a brief summary of any public comment is asked to be read, to the extent the City Clerk’s Office can accommodate such request. If emailed, the email “subject line” must clearly state “Written Comments” and list the following: 1) Full Name 4) Public Comment or Agenda Item Number 2) City of Residence 5) Subject 3) Phone Number 6) Written Comments *** TELECONFERENCE PROCEDURES *** Verbal public comments via Teleconference – members of the public may join the meeting virtually via Zoom and use the “raise your hand” feature when public comments are prompted by the Chairperson; the City will facilitate the ability for a member of the public to be audible to the Housing Authority and general public and allow him/her to speak on the item(s) requested. Please note – members of the public must unmute themselves when prompted upon being recognized by the Chairperson in order to become audible to the Housing Authority and the public. Only one person at a time may speak by teleconference and only after being recognized by the Chairperson. ZOOM LINK: https://us06web.zoom.us/j/81325311999 Meeting ID: 813 2531 1999 Or join by phone: (253) 215 – 8782 ****************************** CALL TO ORDER ROLL CALL: Authority Members: Evans, Peña, Radi, Sanchez, Chairperson Fitzpatrick 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 by providing written public comments either in-person or via email as indicated above; or provide verbal public comments either in-person or via teleconference by joining the meeting virtually at https://us06web.zoom.us/j/81325311999 and use the “raise your hand” feature when prompted by the Chairperson. Members of the public attending the meeting in-person are requested to complete a “Request to Speak” form and submit it to the Authority Secretary. Please limit your comments to three HOUSING AUTHORITY AGENDA Page 3 of 4 JULY 20, 2021 REGULAR QUARTERLY MEETING (3) minutes (or approximately 350 words). 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 Government Code § 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 SPECIAL MEETING MINUTES OF JUNE 15, 2021 5 2. Pulled from the Consent Calendar by City Attorney Ihrke and moved to Business Session Item No. 1 >>> ADOPT RESOLUTION TO APPROVE AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BETWEEN THE LA QUINTA HOUSING AUTHORITY AND CORONEL HOMES & DESIGN INC., FOR FIVE VACANT PARCELS; ASSESSOR’S PARCEL NUMBERS 773-144-025, 773-145-010 & 011, AND 773-145- 022 & 023 [HA RESOLUTION NO. 2021-004] 9 BUSINESS SESSION PAGE 1. Pulled from Consent Calendar Item No. 2 by City Attorney Ihrke and moved to Business Session Item No. 1 >>> ADOPT RESOLUTION TO APPROVE AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BETWEEN THE LA QUINTA HOUSING AUTHORITY AND CORONEL HOMES & DESIGN INC., FOR FIVE VACANT PARCELS; ASSESSOR’S PARCEL NUMBERS 773-144-025, 773-145-010 & 011, AND 773-145-022 & 023 [HA RESOLUTION NO. 2021-004] 9 CHAIR AND BOARD MEMBERS' ITEMS ADJOURNMENT *************************************** The next regular quarterly meeting of the Housing Authority will be held on October 19, 2021 at 4:00 p.m. in the City Council Chambers, 78495 Calle Tampico, La Quinta, CA 92253. HOUSING AUTHORITY AGENDA Page 4 of 4 JULY 20, 2021 REGULAR QUARTERLY MEETING 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 special meeting 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 July 16, 2021. DATED: July 16, 2021 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 Authority Secretary 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 Authority Secretary counter at City Hall located at 78495 Calle Tampico, La Quinta, California, 92253, during normal business hours. HOUSING AUTHORITY MINUTES Page 1 of 3 JUNE 15, 2021 SPECIAL MEETING HOUSING AUTHORITY SPECIAL MEETING MINUTES TUESDAY, JUNE 15, 2021 CALL TO ORDER A special meeting of the La Quinta Housing Authority was called to order at 3:02 p.m. by Chairperson Fitzpatrick. This meeting provided teleconferencing accessibility pursuant to Executive Orders N-25-20, N-29-20, N-33-20, N-35-20, and N-60-20 executed by the Governor of California, in response to the state of emergency relating to novel coronavirus disease 2019 (COVID-19) and enabling teleconferencing accommodations by suspending or waiving specified provisions in the Ralph M. Brown Act (Government Code § 54950 et seq.). PRESENT: Authority Members: Evans, Peña, Radi, Sanchez, and Chairperson Fitzpatrick ABSENT: None VERBAL ANNOUNCEMENT – AB 23 was made by the Authority Secretary PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA – None CONFIRMATION OF AGENDA Authority Member Peña recused himself from discussion on Closed Session Item Nos. 1 and 2 due to a potential conflict of interest due to the proximity of real property interest to the properties under negotiations. Council concurred. CLOSED SESSION 1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO GOVERNMENT CODE SECTION 54956.8 FOR PROPERTIES LOCATED AT THE NORTH-EAST AND NORTH-WEST CORNERS OF CALLE SINALOA AND AVENIDA NAVARRO (APNs: 773-144-025, 773-145-010, 773-145-011) CITY NEGOTIATOR: JON McMILLEN, EXECUTIVE DIRECTOR NEGOTIATING PARTY: TAYLOR DUDLEY UNDER NEGOTIATION: PRICE AND TERM OF PAYMENT CONSENT CALENDAR ITEM NO. 1 5 HOUSING AUTHORITY MINUTES Page 2 of 3 JUNE 15, 2021 SPECIAL MEETING 2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO GOVERNMENT CODE SECTION 54956.8 FOR PROPERTIES LOCATED AT THE NORTH-WEST CORNER OF CALLE SINALOA AND AVENIDA BERMUDAS (APNs: 773-145-022 AND 773-145-023) CITY NEGOTIATOR: JON McMILLEN, EXECUTIVE DIRECTOR NEGOTIATING PARTY: CORONEL ENTERPRISES UNDER NEGOTIATION: PRICE AND TERM OF PAYMENT THE AUTHORITY RECESSED THE OPEN SESSION PORTION OF THE MEETING AND MOVED INTO CLOSED SESSION AT 3:04 P.M. CHAIRPERSON FITZPATRICK RECONVENED THE OPEN SESSION PORTION OF THE AUTHORITY MEETING AT 4:03 P.M. WITH ALL MEMBERS PRESENT REPORT ON ACTION(S) TAKEN IN CLOSED SESSION: Authority Counsel Ihrke said:  Authority Member Peña did not participate in the discussion on Closed Session Item Nos. 1 and 2 pursuant to his recusal as stated during Confirmation of Agenda above; and  No actions were taken on Closed Session Item Nos. 1 and 2 that require reporting pursuant to Government Code Section 54957.1 (Brown Act). THE AUTHORITY RECESSED THE OPEN SESSION PORTION OF THE MEETING TO CONDUCT THE REGULAR CITY COUNCIL MEETING AT 4:03 P.M. CHAIRPERSON FITZPATRICK RECONVENED THE OPEN SESSION PORTION OF THE AUTHORITY MEETING AT 8:20 P.M. WITH ALL MEMBERS PRESENT PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA – None CONSENT CALENDAR 1. APPROVE SPECIAL MEETING MINUTES OF JUNE 1, 2021 2. RECEIVE AND FILE THE LA QUINTA HOUSING AUTHORITY ANNUAL REPORT FOR FISCAL YEAR 2019/20 PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 34328 3. RECEIVE AND FILE HOUSING SUCCESSOR ANNUAL REPORT FOR FISCAL YEAR 2019/20 REGARDING THE LOW- AND MODERATE- 6 HOUSING AUTHORITY MINUTES Page 3 of 3 JUNE 15, 2021 SPECIAL MEETING INCOME HOUSING ASSET FUND PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 34176.1(f) FOR THE LA QUINTA HOUSING AUTHORITY MOTION – A motion was made and seconded by Authority Members Peña/Radi to approve the Consent Calendar as submitted. Motion passed unanimously. BUSINESS SESSION 1. ADOPT RESOLUTION TO APPROVE FISCAL YEAR 2021/22 LA QUINTA HOUSING AUTHORITY BUDGET [RESOLUTION NO. HA 2021-003] Interim Finance Director Martinez presented the staff report, which is on file in the Clerk’s Office. MOTION – A motion was made and seconded by Authority Members Evans/Radi to adopt Resolution No. HA 2021-003 approving Fiscal Year 2021/22 Housing Authority Budget, as recommended: A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF LA QUINTA, CALIFORNIA, APPROVING FISCAL YEAR 2021/22 BUDGET Motion passed unanimously. CHAIR AND BOARD MEMBERS' ITEMS – None ADJOURNMENT There being no further business, it was moved and seconded by Authority Members Peña/Radi to adjourn the meeting at 8:23 p.m. Motion passed unanimously. Respectfully submitted, MONIKA RADEVA, Authority Secretary La Quinta Housing Authority 7 8 City of La Quinta HOUSING AUTHORITY MEETING: July 20, 2021 STAFF REPORT AGENDA TITLE: ADOPT RESOLUTION TO APPROVE AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BETWEEN THE LA QUINTA HOUSING AUTHORITY AND CORONEL HOMES & DESIGN INC., FOR FIVE VACANT PARCELS; ASSESSOR’S PARCEL NUMBERS 773-144-025, 773-145-010 AND -011, AND 773-145-022 AND -023 RECOMMENDATION Adopt a resolution to approve an Agreement for Purchase and Sale and Escrow Instructions between the La Quinta Housing Authority and Coronel Homes & Design Inc., for five vacant parcels; Assessor Parcel Numbers 773-144-025, 773-145-010 and -011, and 773-145-022 and -023, and authorize the Executive Director to make minor revisions and additions that do not substantively change the business terms and execute the agreement. EXECUTIVE SUMMARY •The La Quinta Housing Authority (Authority) (Seller) proposes to dispose of five (5) vacant parcels (Property) (Attachment 1). The price of the land is consistent with market rates and confirmed by a local real property appraiser. •The Coronel Home & Design Inc, (Buyer) desires to acquire the subject properties for future development of single family residences. •The sale of the subject parcels would place the property back on the tax rolls and generate additional property tax revenue for the City. •Vacant parcels 773-144-025, 773-145-010 and -011 will be sold for $90,000 per parcel and vacant parcels 773-145-022 and -023 will be sold at a reduced price of $50,000 each due to limited access created by the current roundabout. CONSENT CALENDAR ITEM NO. 2 CONSIDERED AS BUSINESS SESSION ITEM NO. 1 9 FISCAL IMPACT The proceeds of $370,000, less escrow fees, would be deposited into the Sale of Other Assets for Housing Authority Account (241-9101-45000), which will be utilized for future low/moderate affordable housing development. BACKGROUND/ANALYSIS In May 2021, the Buyer approached the Authority offering to acquire the Property. The Buyer proposes to build 5 single family residences and has agreed to keep the lots maintained per City Municipal Code standards until such a time that they are ready to construct. The Buyer has agreed to the market value purchase price of $370,000 and a 30-day escrow (Attachment 2). The proceeds from the disposition of the Property will go back into the Housing Authority account for Sale of Other Assets for future low/moderate affordable housing development. ALTERNATIVES: The Authority may elect to not approve the purchase and sale agreement. Prepared by: Gil Villalpando, Assistant to City Manager Approved by: Jon McMillen, Executive Director Attachments: 1. Property Map 2.Agreement for Purchase and Sale and Escrow Instructions 10 RESOLUTION NO. HA 2021 – XXX A RESOLUTION OF THE LA QUINTA HOUSING AUTHORITY OF THE CITY OF LA QUINTA, CALIFORNIA, APPROVING AN AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BETWEEN THE LA QUINTA HOUSING AUTHORITY AND CORONEL HOMES & DESIGN INC, FOR CERTAIN VACANT PROPERTY IDENTIFIED AS ASSESSOR’S PARCEL NUMBERS 773-144-025, 773-145-010 and -011, and 773-145-022 and -023 WHEREAS, Coronel Homes & Design Inc., (“Buyer”) intends to purchase a vacant parcel identified as Assessor’s Parcel Numbers 773-144-025, 773-145-010 and -011, and 773-145-022 and -023 (“Property”), and will maintain the Property in its “As-is” condition to preserve the mountain views from their adjacent residence, and agree to maintain the Property to City Municipal Code standards; and WHEREAS, the La Quinta Housing Authority (the “Authority”) is a public body, corporate and politic, organized and existing under the California Housing Authorities Law (California Health and Safety Code Section 34200 et seq.); and WHEREAS, pursuant to California Health and Safety Code Section 34315, the Authority has the power to sell, lease, exchange, transfer, assign, pledge, or dispose of any real or personal property or any interest in it; and WHEREAS, the Authority determined through HA Resolution No. 2017– 005 and at a special meeting on July 2, 2019 to sell the vacant parcels for market-rate housing and deposit the sale proceeds into the Low- and Moderate- Income Housing Fund; and WHEREAS, there is an appraisal of the current fair market value of comparable properties indicating that the negotiated purchase price reflects the current fair market value thereof; and WHEREAS, the Authority now desires to authorize the Executive Director to authorize disposition of the Properties for $370,000; and WHEREAS, the purchase and sale of the Property is subject to a Purchase and Sale Agreement, attached to the staff report for this Resolution, 11 Resolution No. HA 2021-XXX Agreement for Purchase and Sale and Escrow Instructions – Coronel Home & Design Adopted: July 20, 2021 Page 2 of 3 and on file with the City Clerk’s Office, and incorporated herein by reference; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq., hereafter the “State CEQA Guidelines”), and the City’s environmental guidelines; and WHEREAS, pursuant to Section 15301 of the State CEQA Guidelines, the transfer of the Property is exempt from environmental review under CEQA because the transfer will result in a continuation of the existing use for development of single-family homes and is therefore exempt from environmental review; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, BE IT RESOLVED by the La Quinta Housing Authority, as follows: SECTION 1. The foregoing recitals are true and correct and are incorporated herein by this reference. SECTION 2. The Authority hereby approves the Purchase and Sale Agreement, attached to the staff report for this Resolution and on file with the City Clerk’s Office. The Authority consents to the Authority’s Executive Director and Authority’s Legal Counsel making any final modifications to the Agreement that are consistent with the substantive terms of the Agreement approved hereby, and to thereafter sign the Agreement and transfer the property pursuant to a Grant Deed on behalf of the Authority. SECTION 3. The Authority’s Executive Director is authorized to effectuate the conveyances described in Section 2, at such time as the conveyances is effectuated, and to take such other and further actions, and execute such other and further documents, as are necessary and proper in order to implement this Resolution on behalf of the Authority. SECTION 4. The Authority Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta Housing Authority held this 20th day of July, 2021, by the following vote: 12 Resolution No. HA 2021-XXX Agreement for Purchase and Sale and Escrow Instructions – Coronel Home & Design Adopted: July 20, 2021 Page 3 of 3 AYES: NOES: ABSENT: ABSTAIN: ___________________________ KATHLEEN FITZPATRICK, Chairperson La Quinta Housing Authority, California ATTEST: ________________________________ MONIKA RADEVA, Authority Secretary La Quinta Housing Authority, California (CITY SEAL) APPROVED AS TO FORM: ________________________________ WILLIAM H. IHRKE, Authority Attorney City of La Quinta, California 13 14 773-144-025773-145-010773-145-011773-145-022773-145-023ATTACHMENT 1ATTACHMENT 1 15 882/015610-0040 16694305.2 a07/15/21 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 _________________, 2021 (“Effective Date”), by and between LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic (“Seller”), and CORONEL HOMES & DESIGN INC, a California corporation (“Buyer”). R E C I T A L S: A.Seller is the owner of certain unimproved, vacant real property located in the City of La Quinta, County of Riverside, State of California, and commonly known as APNs: 773-144-025, 773-145-010 & 011, and 773-145-022 & 023 (collectively, the “Property”). The Property is legally described in Exhibit “A”, which is attached hereto and 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, which are incorporated herein by this reference, and the mutual covenants herein contained, the parties hereto agree as follows: 1.PURCHASE PRICE. 1.1 Amount. Subject to the terms of this Agreement, Buyer hereby agrees to purchase the Property from Seller and Seller agrees to sell the Property to Buyer, for the collective purchase price of Three Hundred Seventy Thousand Dollars ($370,000) (the “Purchase Price”). 1.2 Payment of Purchase Price. The Purchase Price shall be paid in accordance with the following: 1.2.1 Within five (5) days after an “Opening of Escrow,” Buyer shall deposit with “Escrow Holder” (as those terms are defined in Section 3.1) in “Good Funds” (as used in this Agreement, the term “Good Funds” shall mean a confirmed wire transfer of immediately available funds, cashier’s or certified check drawn on or issued by the office of a financial institution located in Riverside County, or cash) (i) the sum of One Hundred Dollars ($100) (the “Independent Contract Consideration”) as consideration for Seller’s execution and delivery of this Agreement and Buyer’s right to approve or disapprove any Buyer contingencies set forth in this Agreement with respect to the Property, and (ii) the sum of Eighteen Thousand Five Hundred Dollars ($18,500) as an earnest money deposit (the “Earnest Money Deposit”). ATTACHMENT 2 16 882/015610-0040 16694305.2 a07/15/21 -2- In the event the “Escrow” (as that term is defined in Section 3.1) closes, the Independent Contract Consideration and the Earnest Money Deposit shall each be applicable towards the Purchase Price. 1.2.2 On or before 10:00 a.m. on the “Closing Date” (as that term is defined in Section 4.1), Buyer shall deposit with Escrow Holder in Good Funds the Purchase Price, less the Independent Contract Consideration and Earnest Money Deposit, and such additional funds as may be required to meet Buyer ’s portion of the closing costs as hereinafter provided. 2. DUE DILIGENCE. As used herein, the term “Due Diligence Period” shall refer to the thirty (30) day period commencing upon the Effective Date. Unless Buyer terminates the Escrow and this Agreement prior to the expiration of the Due Diligence Period, then upon expiration of the Due Diligence Period, Escrow Holder shall release to Seller the Earnest Money Deposit; provided, however, that in the event the Escrow is terminated and fails to close as a result of Seller’s default of the terms hereof, Seller shall promptly return the Earnest Money Deposit to Escrow Holder, no later than five (5) business days after said termination, and Escrow Holder shall immediately release the Earnest Money Deposit to Buyer. Buyer’s obligation to consummate the transactions contemplated by this Agreement is subject to and conditioned upon Buyer ’s approval, deemed approval or waiver of the right to approve of the following contingencies set forth in this Section 2 (collectively, the “Contingencies”): 2.1 Title/Survey. Seller shall deliver to Buyer, within five (5) days after the Effective Date of this Agreement, a preliminary title report prepared by Stewart Title (the “Title Company”), dated not more than thirty (30) days earlier than the Effective Date describing the state of title of the Property together with copies of all underlying documents (collectively the “Preliminary Title Report”). Buyer may, at its sole cost and expense, obtain a current survey of the Property or any portion thereof (the “Survey”), provided it commences to do so within thirty (30) days after the Effective Date. 2.1.1 Notwithstanding anything herein to the contrary, Seller shall be obligated to remove all monetary encumbrances against the Property excluding non - delinquent real property taxes and assessments. Buyer shall notif y Seller in writing of any objections Buyer may have to title exceptions contained in the Preliminary Title Report or matters shown on the Survey (if Buyer obtains) no later than the date which is fifteen (15) days after the later of (i) Buyer’s receipt of the Preliminary Title Report or (ii) Buyer’s receipt of the Survey (if Buyer obtains) (“Buyer’s Objection Notice”). Buyer’s approval or disapproval of the matters set forth in the Preliminary Title Report and the Survey (if Buyer obtains) 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 obtains). Seller shall have a period of fifteen (15) days after receipt of Buyer’s Objection Notice in which to deliver written notice to Buyer (“Seller’s Notice”) of Seller’s election to either (a) agree to remove 17 882/015610-0040 16694305.2 a07/15/21 -3- the objectionable items on the Preliminary Title Report and/or Survey (if Buyer obtains) prior to the “Close of Escrow” (as that term is defined in Section 4.1), or (b) decline to remove any such title exceptions and/or Survey matters (if Buyer obtains) and terminate the Escrow and the obligations of Buyer and Seller to purchase and sell the Property under this Agreement, and upon such termination the Earnest Money Deposit shall be returned to Buyer. Seller’s failure to provide Buyer with Seller’s Notice within said period shall constitute Seller’s election not to remove the objectionable items on the Preliminary Title Report and/or the Survey (if Buyer obtains). If Seller notifies Buyer of its election, or is deemed to have elected, to terminate rather than remove the objectionable items on the Preliminary Title Report and/or Survey (if Buyer obtains), Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Notice or the date Seller is deemed to have elected to terminate, to agree to accept the Property subject to the objectionable items, in which event Seller’s election to terminate shall be of no effect, and Buyer shall take title to the Property subject to such objectionable items without any adjustment to or credit against the Purchase Price. 2.1.2 Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, including any survey exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement. The process set forth above for Buyer’s review and Seller’s response shall apply to any review and response with respect to any amendment or supplement to the Preliminary Title Report, and the Close of Escrow shall be extended for such period as is necessary to allow for that review and response process to be completed. 2.2 Environmental Condition. Buyer shall have access to the Property, as described in this Section 2.2, in order to permit Buyer or its engineers, analysts, employees, agents, contractors, representatives, attorneys or advisors (collectively, the “Buyer Representatives”) to investigate the Property. 2.2.1 During the Due Diligence Period, Seller shall permit Buyer and Buyer Representatives, at the sole cost and expense of Buyer, to conduct physical inspections of the Property, including the site work, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and any other investigations as Buyer deems prudent with respect to the physical condition of the Property in order to determine the Property ’s suitability for Buyer’s intended development; provided, however, that in no event shall Buyer conduct any intrusive testing procedures on the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld. Seller shall cooperate to assist Buyer in completing such inspection s and special investigations at no cost or expense to Seller. Such inspections and investigations shall be conducted only upon no less than seventy-two (72) hours’ prior written notice to Seller and shall be conducted at such times and in such a manner as to minimize any disruption to the Property. Seller shall have the right, but not the obligation, to accompany Buyer during such investigations and/or inspections. 2.2.2 As a condition to any such entry, Buyer shall (i) conduct all work or studies in a diligent, expeditious and safe manner and not allow any dangerous or 18 882/015610-0040 16694305.2 a07/15/21 -4- hazardous conditions to occur on the Property during or after such investigation; (ii) comply with all applicable laws and governmental regulations; (iii) keep the Property free and clear of all materialmen’s liens, lis pendens and other liens arising out of the entry and work performed under this paragraph; (iv) maintain or assure maintenance of workers’ compensation insurance (or state approved self-insurance) on all persons entering the property in the amounts required by the State of California; (v) provide to Seller prior to initial entry a certificate of insurance evidencing that Buyer and/or the persons entering the Property has procured and has in effect an all -risk public liability insurance policy meeting the following requirements: (1) the insurance shall be written on a per occurrence and not claims-made basis; (2) the amount of insurance shall be a combined single limit of not less than Two Million Dollars ($2,000,000) with a deductib le or self-insured retention amount of not more than One Hundred Thousand Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and Seller’s officers, officials, members, employees, agents, representatives, and volunteers (collectively, “Seller & Seller Personnel”) as additional insureds; (4) the insurance shall not contain any special limitations on the scope of protection afforded to Seller & Seller Personnel; (5) the policy shall not be canceled by the insurer or Buyer unless there is a minimum of thirty (30) days prior written notice to Seller; (6) the insurer shall waive subrogation rights against the Seller & Seller Personnel; and (7) the insurance shall be primary insurance and not contributory with any insurance any of Seller & Sell er Personnel may have; and (8) the insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability; and (vi) following Buyer’s entry, repair any and all damage to the Property caused by such inspections or investigations in a timely manner. 2.2.3 Buyer shall promptly pay and discharge all demands for payment relating to Buyer’s entry on and investigation of the Property and take all other steps to avoid the assertion of claims of lien against the Property. In the event a claim of lien is recorded by reason of Buyer’s entry on the Property, Buyer, within twenty (20) days of such recordation, shall either (i) record or deliver a surety bond sufficient to release such claim or lien in accordance with applicable law; or (ii) provide Seller with such other assurance as Seller may require for the payment of the claim or lien. Seller may elect to record and post notices of non-responsibility from time to time on and about the Property. 2.2.4 Prior to expiration of the Due Diligence Period, Buyer shall notify Seller in writing (i) of Buyer’s election to terminate the Escrow and this Agreement, if Buyer disapproves of the physical or environmental conditions of the Property and, as a result, does not wish to proceed with purchasing the Property (“Buyer’s Property Termination Notice”), or (ii) of any objections Buyer may have (the “Disapproved Property Matters”) to any physical or environmental conditions of the Property (“Buyer’s Property Objection Notice”). Buyer’s approval or disapproval of the physical and environmental conditions of the Property may be granted or withheld in Buyer ’s sole and absolute discretion. In the event Buyer terminates this Agreement pursuant to this Section, Buyer and Seller shall be relieved of all further liability under this Agreement, except for Buyer’s indemnification obligations set forth in this Agreement and any other obligations that expressly survive termination of this Agreement, and except that Seller shall be entitled to the Independent Contract Consideration (but not the Earnest Money 19 882/015610-0040 16694305.2 a07/15/21 -5- Deposit, which shall be returned to Buyer). Buyer’s failure to provide Seller with a Buyer’s Property Termination Notice or a Buyer’s Property Objection Notice prior to the expiration of the Due Diligence Period shall constitute Buyer ’s approval of the condition of the Property. If Buyer provides to Seller Buyer’s Property Objection Notice, Seller shall have a period of fifteen (15) days after receipt of Buyer’s Property Objection Notice in which to deliver written notice to Buyer (“Seller’s Response”) of Seller’s election to either (i) agree to remove the Disapproved Property Matters prior to the Close of Escrow, or (ii) decline to remove the Disapproved Property Matters and terminate the Escrow and the obligations of Buyer and Seller to purchase and sell the Property under this Agreement. Seller’s failure to provide Buyer with Seller’s Response within said period shall constitute Seller’s election not to remove the Disapproved Property Matters prior to the Close of Escrow. If Seller notifies Buyer of its election, or is deemed to have elected, to terminate rather than remove the Disapproved Property Matters, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Response or the date Seller is deemed to have elected to terminate, to agree to accept the Property subject to the Disapproved Property Matters, in which event Seller’s election to terminate shall be of no effect, and Buyer shall take title subject to such Disapproved Property Matters without any adjustment to or credit against the Purchase Price. 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 Effective Date with Four Seasons Escrow, at its office located at 51351 Avenida Bermudas, La Quinta, California 92253 (“Escrow Holder”). The opening of the Escrow (the “Opening of Escrow”) shall be deemed to be the date that a fully executed copy of this Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyer and Seller in writing of the date of the Opening of Escrow. 3.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that Escrow Holder customarily requires in real property escrows administered by it. In the event of any conflict or inconsistency between Escrow Holder ’s standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede and be controlling. 4. CLOSE OF ESCROW. 4.1 Close of Escrow; Outside Closing Date. Provided that all of the conditions of this Agreement precedent to the “Close of Escrow” (as hereinafter defined) have been satisfied (or waived by the appropriate party) prior to or on the “Outside Closing Date,” (as hereinafter defined) the closing for the sale and purchase of the Property shall take place on the date which is thirty (30) days after the date on which all of “Buyer’s Conditions to Closing” and all of “Seller’s Conditions to Closing” (as those terms are defined in Section 8) have been satisfied (or waived by the appropriate party); provided, however, in no event shall the closing occur, if at all, later than ninety (90) days after the Effective 20 882/015610-0040 16694305.2 a07/15/21 -6- Date (“Outside Closing Date”). The terms “Close of Escrow” and the “Closing Date” are used herein to mean the time Seller’s grant deed conveying fee title to the Property to Buyer is recorded in the Official Records of the Office of the County Recorder of Riverside (“Official Records”). If the 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. 4.2 Recordation; Release of Funds and Documents. 4.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official Records, the following documents in the order listed: (i) a grant deed substantially in the form attached hereto and incorporated herein 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. 4.2.2 Upon the Closing Date, Escrow Holder shall deliver (i) the Purchase Price, less any of Seller’s closing costs, to Seller, and (ii) conformed copies of all recorded documents to both Buyer and Seller. 4.3 Escrow Cancellation Charges. If the Escrow does not close due to a default by one of the parties, the defaulting party shall bear all “Escrow Cancellation Charges” (as that term is defined below). If the Close of Escrow does not occur for any reason other than the default of a party, then Buyer and Seller shall each pay fifty percent (50%) of any Escrow Cancellation Charges. As used herein, “Escrow Cancellation Charges” means all fees, charges and expenses incurred by Escrow Holder or third parties engaged by Escrow Holder, as well as all expenses related to the services of the Title Company in connection with the issuance of the Preliminary Title Report and other title matters. 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER. 5.1 Buyer’s Obligations. Buyer agrees that on or before 10:00 a.m. of the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following: (a) the Purchase Price, less the Independent Contract Consideration and Earnest Money Deposit; (b) any and all additional funds, instruments or other document s 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. 21 882/015610-0040 16694305.2 a07/15/21 -7- 5.2 Seller’s Obligations. Seller agrees that on or before 10:00 a.m. of 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; (b) a Certificate of Non-Foreign Status (the “Non-Foreign Affidavit”) executed and acknowledged by Seller in the form attached hereto as Exhibit ”C”; and (c) all other funds, items, and instruments required from Seller (executed and acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to comply with the provisions of this Agreement. 6. TITLE INSURANCE POLICY. 6.1 Title Policy. At the Closing Date for a Phase, the Title Company, as insurer, shall issue a CLTA extended coverage owner’s policy of title insurance (the “Title Policy”), in favor of Buyer, as insured, with liability in the amount of the Purchase Price, subject to the following: (a) non-delinquent real property taxes and assessments; (b) title exceptions approved or deemed approved by Buyer pursuant to Section 2.1 above; (c) title exceptions, if any, resulting from Buyer’s entry onto the Property pursuant to the provisions of Section 2.2 above; (d) any other exceptions approved by Buyer; and (e) the standard printed conditions and exceptions contained in an ALTA standard coverage owner’s policy of title insurance regularly issued by the Title Company. 6.2 Payment for Title Policy. Seller shall be responsible to pay for the costs of a standard ALTA owner’s policy of title insurance. Buyer shall be responsible for all other costs for the Title Policy, including, without limitation, the additional costs for an extended ALTA owner’s policy of title insurance, plus any title endorsements requested by Buyer. Buyer shall also pay for the ALTA survey, if applicable. 7. REAL PROPERTY TAXES. Buyer acknowledges that due to Seller’s status as a public entity, during the pendency of Seller’s ownership, the Property has been exempt from the payment of property taxes and assessments. After the Closing, Buyer shall be responsible for paying for all property taxes or assessments assessed against the Property for any period after the Closing. 22 882/015610-0040 16694305.2 a07/15/21 -8- 8. CONDITIONS PRECEDENT TO CLOSING. 8.1 Conditions Precedent to Buyer’s Obligations. The obligations of Buyer under this Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or signed written waiver by Buyer of each and all of the following conditions precedent (collectively “Buyer’s Conditions to Closing”): (a) Buyer shall have approved the condition of the title to the Property, in accordance with Section 2.1 hereof; (b) Buyer shall have approved the condition of the Property, in accordance with Section 2.2 hereof; (c) on the Closing Date, the Title Company shall be irrevocably committed to issue the Title Policy pursuant to Section 6 above insuring fee title to the Property as being vested in Buyer; (d) Escrow Holder holds all instruments and funds required for the Close of Escrow and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement; (e) 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; (f) Seller is not in material default of any term or condition of this Agreement. In the event that any of Buyer’s Conditions to Closing are not satisfied, or waived in a writing signed by Buyer, prior to the expiration of the applicable period for satisfaction or waiver, Buyer may terminate this Agreement. In the event of such termination, neither party shall thereafter have any obligations to, or rights against, the other under this Agreement, except for any obligations that expressly survive the termination of this Agreement. 8.2 Conditions Precedent to Seller’s Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all of the following conditions precedent (“Seller’s Conditions to Closing”): (a) Escrow Holder holds the Purchase Price and all other instruments and funds required for the Closing and will deliver to Seller the instruments and funds, including but not limited to the Purchase Price (less Seller ’s closing costs), accruing to Seller pursuant to this Agreement; (b) Buyer shall have obtained all approvals and permits required to develop the Property, including, without limitation, building permits; 23 882/015610-0040 16694305.2 a07/15/21 -9- (c) 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; (d) there shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, against the Buyer that would materially and adversely affect Buyer’s ability to unconditionally perform its obligations under this Agreement; and (e) Buyer shall have delivered the funds required hereunder and all of the documents to be executed by Buyer set forth in Section 5.1 and shall not be in default under this Agreement. In the event that any of Seller’s Conditions to Closing are not satisfied, or waived in a writing signed by Seller, prior to the expiration of the applicable period for satisfaction or waiver, Seller may terminate this Agreement. In the event of such termination, neither party shall thereafter have any obligations to , or rights against, the other under this Agreement, except for any obligations that expressly survive the termination of this Agreement. 9. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date. 10. ALLOCATION OF COSTS. 10.1 Buyer’s Costs. Buyer shall pay the following costs in connection with the Closing: (a) Fifty percent (50%) of Escrow Holder’s escrow fee; (b) Buyer’s own attorney’s fees incurred in connection with this Agreement and the transactions contemplated hereby; (c) All additional costs for an extended ALTA owner’s policy of title insurance, plus any title endorsements requested by Buyer. 10.2 Seller’s Costs. Seller shall pay the following costs in connection with the Closing: (a) Fifty percent (50%) of the Escrow Holder’s escrow fee; (b) Seller’s own attorney’s fees in connection with this Agreement and the transactions contemplated hereby; (c) Any documentary transfer taxes associated with the conveyance ; 24 882/015610-0040 16694305.2 a07/15/21 -10- (d) All of the charges, if any, for recording the Grant Deed, if any; and (e) All of the costs for a standard ALTA owner’s policy of title insurance. 11. REPRESENTATIONS AND WARRANTIES. 11.1 Buyer’s Representations, Warranties and Covenants. Buyer hereby makes the following representations and warranties to Seller, each of which is true in all respects as of the date hereof and shall be true in all respects on the Closing Date: 11.1.1 Buyer is duly organized and existing. 11.1.2 Buyer has the legal power, right, and authority to execute, deliver and perform Buyer’s obligations under this Agreement and the documents executed and delivered by Buyer pursuant hereto. 11.1.3 All requisite action (corporate, trust, partnership, or otherwise) has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent is required which has not been obtained to permit Buyer to enter into t his Agreement and consummate the transaction hereby. 11.1.4 The entering into this Agreement does not violate any provision of any other agreement to which Buyer is bound. 11.2 Seller’s Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer, each of which is true in all respects as of the date hereof and shall be true in all respects on the Closing Date: 11.2.1 Seller is duly organized and existing. 11.2.2 Seller has the legal power, right, and authority to execute, deliver and perform Seller’s obligations under this Agreement and the documents executed and delivered by Seller pursuant hereto. 11.2.3 All requisite action has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein and th e consummation of the transactions contemplated hereby. No consent is required which has not been obtained to permit Seller to enter into this Agreement and consummate the transactions contemplated hereby. 11.2.4 To Seller’s actual knowledge, the entering into this Agreement does not violate any provision of any other agreement to which Seller is bound. 11.2.5 To Seller’s actual knowledge, there is no pending or threatened litigation, lawsuit or administrative proceeding which would adversely affect the Property. 25 882/015610-0040 16694305.2 a07/15/21 -11- 11.2.6 To Seller’s actual knowledge, there are no contracts or leases affecting the Property and no agreements entered into, by or under Seller which shall survive the Close of Escrow. 11.2.7 Seller has no actual knowledge of the presence of any Hazardous Materials on the Property, or any portion thereof, and Seller has not been advised or notified by any third parties, prior owners of the Property, or any federal, state or local governmental agency, of the presence of any Hazardous Materials on the Property. Throughout this Agreement, terms such as “to Seller’s actual knowledge,” “Seller has no actual knowledge,” or like phrases mean the actual present and conscious awareness or knowledge, without a duty to inquire or investigate, of the Executive Director of the La Quinta Housing Authority. In the event Seller becomes aware of a change in circumstance during the term of the Escrow which would cause any of the representations or warranties of Seller unde r this Section 11 to be untrue, Seller shall advise Buyer of such change in circumstance in writing within five (5) business days from Seller’s discovery thereof. Buyer shall then have ten (10) business days from receipt of such notice from Seller to deliver written notice to Seller of Buyer’s election to either (i) terminate this Agreement, or (ii) waive objection to such change in circumstance and to accept title to the Property subject to such change in circumstance. Buyer’s failure to notify Seller in writing within said ten (10) business day period shall conclusively be deemed Buyer’s election to waive objection to such change in circumstance and to proceed to close the Escrow subject to such change in circumstance. It is understood and agreed that with the exception of the limited representations expressly set forth in this Section 11, Seller has not at any time made and is not now making, and Seller specifically disclaims, any warranties or representations of any kind or character, express or implied, with respect to the Property, or any improvements thereon, including, but not limited to, warranties or representations as to (a) matters of title, (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the existence or lack thereof of “Hazardous Materials” (as defined below) in, on, under or in the vicinity of the Property, or migrating to or from the Property, either in soil, vapors or surface water or groundwater, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) the permitted uses and restrictions on uses on the Property, (k) usages of adjoining property, (l) access 26 882/015610-0040 16694305.2 a07/15/21 -12- to the Property or any portion thereof, (m) the value, compliance with any applicable plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financi al condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (n) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (o) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (p) the merchantability of the Property or fitness of the Property for any particular purpose, (q) tax consequences, or (r) any other matter or thing with respect to the Property. Buyer acknowledges and agrees that Seller is selling and conveying to Buyer, the Property, “AS IS, WHERE IS, WITH ALL FAULTS,” and that with the exception of the limited representations expressly set forth in this Section 11 Buyer has not relied on and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto, made or furnished by Seller or any real estate broker, agent or third party representing or purporting to represent S eller, to whomever made or given, directly or indirectly, orally or in writing. Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate, and that Buyer is relying solely on its own expertise and that of Buyer’s consultants and representatives in purchasing the Property, and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely solely upon the same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct all such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property and the existence or non-existence or removal or remediation action to be taken with respect to any Hazardous Materials in, on, within or migrating to or from the Property, and that Buyer will rely solely upon the same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto. Upon Closing, Buyer shall assume the risk with respect to the Property, that adverse matters, including, but not limited to, adverse physical or construction defects, or adverse environmental or health and safety conditions, may not have been revealed by Buyer’s inspections, assessments, investigations, and/or testing. BUYER’S INITIALS: _________ Buyer hereby acknowledges that it will have had full opportunity to investigate, assess, test, and inspect the Property during the Due Diligence Period, and during such period, to observe the physical and environmental characteristics and existing conditions, including but not limited to, the opportunity to conduct such investigation, assessment, testing, monitoring and study on and of the Property and of adjacent areas, as Buyer deems necessary, in accordance with law. Buyer, therefore, individually and collectively, for itself and its members, partners, officers, directors, employees, agents, successors, 27 882/015610-0040 16694305.2 a07/15/21 -13- assigns, and all entities related to any of the foregoing, and on behalf of all persons claiming any interest in the Property or this Agreement, including but not limited to any and all future owners, lessees, and/or operators, of the Property and their successors, hereby expressly waives, releases, discharges and forever relinquishes any and all claims, rights of action, causes of action, rights and/or remedies Buyer has or hereafter may have, whether known or unknown, fixed or contingent, against Seller and Seller Personnel or any of them (a) regarding any matters affecting the Property and any condition of the Property whatsoever; and (b) regarding: (i) the existence or potential existence of any Hazardous Materials in, on, under, within or migrating to or from the Property, either in soil, vapor, surface water or groundwater, and (ii) any violations or alleged violations of any “Environmental Laws” (as defined below) regarding the Property. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“SECTION 1542”), WHICH IS SET FORTH BELOW: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BUYER ACKNOWLEDGES AND AGREES THAT IT MAY HEREAFTER DISCOVER FACTS OR LAW DIFFERENT FROM OR IN ADDITION TO THOSE WHICH IT NOW BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASE OF CLAIMS. BUYER ACKNOWLEDGES AND AGREES THAT THE RELEASE IT IS PROVIDING SHALL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING SUCH DIFFERENT OR ADDITIONAL FACTS OR LAW OR ANY PARTIES’ DISCOVERY THEREOF. BUYER SHALL NOT BE ENTITLED TO ANY RELIEF IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO ANY DAMAGES OR ANY RIGHT OR CLAIM TO SET ASIDE OR RESCIND THIS AGREEMENT. BY INITIALING BELOW, BUYER HEREBY WAIVES AND RELEASES ANY AND ALL RIGHTS PROVIDED UNDER THE PROVISIONS OF SECTION 1542 AND ALL SIMILAR OR RELATED STATUTES THERETO, IN CONNECTION WITH THESE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: BUYER’S INITIALS: _________ Buyer acknowledges and agrees that the disclaimers, waivers and releases along with the other agreements set forth in this section 11, are all an integral part of this Agreement, and Seller would not have agreed to enter into this Agreement without such terms, and that all such terms shall survive the Close of Escrow. 28 882/015610-0040 16694305.2 a07/15/21 -14- As used in this Agreement, the term “Hazardous Material(s)” includes, without limitation, any hazardous or toxic material, substance, irritant, chemical, or waste, including without limitation (a) any material defined, classified, designated, listed or otherwise considered under any Environmental Law, including, without limitation, as defined in California Health & Safety Code Section 25260, as a “hazardous waste,” “hazardous substance,” “hazardous material,” “extremely hazardous waste,” “acutely hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,” “contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substance,” or any other term or expression intended to define, list, regulate or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment, (b) any material, substance or waste which is toxic, ignitable, corrosive, reactive, explosive, flammable, infectious, radioactive, carcinogenic or mutagenic, and which is or becomes regulated by any local governmental authority, any agency of the State of California or any agency of the United States Government, (c) asbestos, and asbestos containing material, (d) oil, petroleum, petroleum based products and petroleum additives and derived substances, (e) urea formaldehyde foam insulation, (f) polychlorinated biphenyls (PCBs), (g) freon and other chlorofluorocarbons, (h) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources, (i) mold, fungi, viruses or bacterial matter, and (j) lead-based paint. As used in this Agreement, the term “Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, assessment, investigation, study, monitoring, removal, remediation, cleanup, treatment, storage, transportation or disposal of Hazardous Materials, or the protection of the environment or human, plant or animal health, including, without limitation, the following statutes and their underlying regulations, as they have been amended from time to time, and the following referenced common laws: the Comp rehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Porter-Cologne Water Quality Control Act (Cal. Wat. Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65 – Cal. Health & Safety Code § 25249.5 et seq.), the California Hazardous Waste Control Law (Cal. Health & Safety Code § 25100 et seq.), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), the Carpenter-Presley-Tanner Hazardous Substances Account Act (California Health and Safety Code, Section 25300 et seq.), the California Underground Storage of Hazardous Substances Laws 29 882/015610-0040 16694305.2 a07/15/21 -15- (Chapter 6.7 of Division 20 of the Cal. Health and Safety Code, §25280 et seq.) and the California common laws of nuisance, trespass, waste and ultra-hazardous activity. 12. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental entity shall commence any proceedings of or leading to eminent domain or similar type proceedings to take all or any portion of the Property, Buyer and Seller shall promptly meet and confer in good faith to evaluate the effect of such action on the purposes of this Agreement and following such meeting either Buyer or Seller may terminate this Agreement. 13. RISK OF PHYSICAL LOSS. Risk of physical loss to the Property shall be borne by Seller prior to the Close of Escrow and by Buyer thereafter. In the event that the Property shall be damaged by fire, flood, earthquake or other casualty B uyer shall have the option to terminate this Agreement, provided notice of such termination is delivered to Seller within fifteen (15) business days following the date Buyer learns of the occurrence of such casualty. If Buyer fails to terminate this Agree ment pursuant to the foregoing sentence within said fifteen (15) business day period, Buyer shall complete the acquisition of the Property, in which case Seller shall assign to Buyer the interest of Seller in all insurance proceeds relating to such damage. Seller shall consult with Buyer regarding any proposed settlement with the insurer and Buyer shall have the reasonable right of approval thereof. Seller shall hold such proceeds until the Close of Escrow. In the event this Agreement is terminated for any reason, Buyer shall have no right to any insurance proceeds. 14. WAIVER OF DAMAGES; SPECIFIC PERFORMANCE. In the event a party defaults under this Agreement, the non-defaulting party’s sole and exclusive remedy will be for specific performance of this Agreement. EACH PARTY HEREBY WAIVES ANY RIGHT TO PURSUE DAMAGES RESULTING FROM A DEFAULT OR BREACH OF THIS AGREEMENT, AND IN NO EVENT SHALL THE DEFAULTING PARTY BE LIABLE FOR DAMAGES FOR A DEFAULT OR BREACH OF DEFAULTING PARTY ’S OBLIGATION UNDER THIS AGREEMENT, ALL OF WHICH RIGHTS ARE HEREBY WAIVED AND RELINQUISHED BY THE NON-DEFAULTING PARTY. The parties agree that the foregoing limitation on their respective remedies and measure of damages is reasonable under all of the circumstances of this Agreement, and is a material consideration for the parties entering into this Agreement. The parties further agree that the foregoing limitation shall not apply to the Earnest Money Deposit, which Seller shall retain in the event this Agreement is terminated as a result of a default by Buyer. Seller’s Initials Buyer’s Initials 15. MISCELLANEOUS. 15.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns. Neither party to this Agreement may assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent and 30 882/015610-0040 16694305.2 a07/15/21 -16- approval of the other party, which consent and approval may be withheld in the sole and absolute discretion of such other party, and any assignment made in violation of this Section 15.1 shall be null and void. With the exception of the express rights of the City under this Agreement, 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. 15.2 Choice of Laws. This Agreement shall be governed by the internal laws of the State of California and any question arising hereunder shall be cons trued or determined according to such law without regard to conflict of law principles. Service of process on Buyer shall be made in accordance with California law. Service of process on Seller shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 15.3 Attorney’s Fees. In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions to this Agreement or an Escrow or otherwise in connection with the Property, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney ’s fees. 15.4 Notices. All notices under this Agreement shall be effective (i) upon personal delivery, (ii) upon delivery by reputable overnight courier that provides a receipt with the date and time of delivery, or (iii) three (3) business days after deposit in the United States mail, registered or certified, postage fully prepaid and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing: To Buyer: Coronel Homes & Design Inc 42760 Madio Street Indio, California 92201 Phone No.: 760-578-3446 Attention: Esequiel Coronel To Seller: La Quinta Housing Authority 78495 Calle Tampico La Quinta, California 92253 Phone No.: 760-777-7030 Attention: Executive Director Copy to: Rutan & Tucker, LLP 18575 Jamboree Road, 9th Floor Irvine, CA 92612 Phone No.: (714) 641-5100 Attention: William H. Ihrke, Esq. 31 882/015610-0040 16694305.2 a07/15/21 -17- 15.5 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. 15.6 Headings. The headings at the beginning of each numbered Section of this Agreement are solely for the convenience of the parties hereto and are not a part of this Agreement. 15.7 Nonliability of Seller Officials. No officer, official, member, employee, agent, or representative of Seller shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative. 15.8 Gender; Number. As used in this Agreement, masculine, feminine, and neuter gender and the singular or plural number shall be deemed to include the others wherever and whenever the context so dictates. 15.9 Survival. This Agreement and all covenants to be performed after the Closing Date, 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. 15.10 Time of Essence. Time is of the essence of this Agreement and of each and every term and provision hereof, it being understood that the parties hereto have specifically negotiated the dates for the completion of each obligation herein. 15.11 Waiver. A waiver of a provision hereof shall be effective only if said waiver is in writing, and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any future breach or default unless expressly provided herein or in the waiver. 15.12 Broker’s/Consulting Fees. Seller and Buyer represent and warrant to the other that neither Buyer nor Seller has employed any real estate broker to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorney’s fees) in any manner connected with a claim asserted by any individual or entity for any broker’s commission in connection with the conveyance of the Property arising out of agreements by the indemnifying party to pay any commission. 15.13 No Withholding Because Non-Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or an out -of-state seller under California Revenue and Tax Code Section 18805 and that it will deliver to Buyer on or before the Close of Escrow a Certificate of Non-foreign Status on Escrow Holder’s standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the regulations promulgated thereunder and a California Form 593-C. 15.14 Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be of equal legal force and effect. 32 882/015610-0040 16694305.2 a07/15/21 -18- 15.15 Severability. If any term, covenant or condition of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons, entities, or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 15.16 Exhibits. The following exhibits are attached hereto and incorporated herein by this reference: Exhibit “A” Legal Description of Property Exhibit “B” Form of Grant Deed Exhibit “C” Certificate of Non-Foreign Status 15.17 Covenants of Seller. Seller agrees that during the period between the Effective Date of this Agreement and the Closing Date: (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, rent, license, assign, mortgage, hypothecate, encumber, or otherwise transfer (on or off record) the Property or any interest therein; (c) Seller shall not alter the physical condition of the P roperty or introduce or release, or permit the introduction or release, of any Hazardous Material in, from, under, or on the Property; (d) Prior to the Closing Date, Seller shall maintain Seller’s existing insurance on the Property. 15.18 Covenant Against Discrimination. Buyer covenants that in its performance of this Agreement it shall not discriminate against any person or group of persons on account of any impermissible classification including but not limited to race, color, creed, gender, sexual orientation, age, religion, marital status, national origin, or ancestry. 15.19 Entire Agreement; Amendment. Except as set forth above, this Agreement and the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Agreement may be amended or modified in any manner whatsoever except by an agreement in writing signed by duly authorized officers or representatives of each of the parties hereto. [SIGNATURES ON NEXT PAGE] 33 882/015610-0040 16694305.2 a07/15/21 -19- 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. Date:____________________, 2021 “Seller” LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic By: Name: Jon McMillen Its: Executive Director ATTEST: Monika Radeva , Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: William H. Ihrke, Authority Counsel Date:____________________, 2021 “Buyer” CORONEL HOMES & DESIGN INC a California corporation By: ______________________________ Esequiel Coronel, President Four Seasons agrees to act as Escrow Holder in accordance with the terms of this Agreement. Date:____________________, 2021 FOUR SEASONS ESCROW By: Name: 34 882/015610-0040 16694305.2 a07/15/21 EXHIBIT A EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY 35 882/015610-0040 16694305.2 a07/15/21 EXHIBIT B EXHIBIT “B” FORM OF GRANT DEED [SEE FOLLOWING PAGES] 36 882/015610-0040 16694305.2 a07/15/21 -1- RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Coronel Homes & Design Inc 42760 Madio Street Indio, CA 92201 SPACE ABOVE THIS LINE FOR RECORDER’S USE (Exempt from Recordation Fee per Gov. Code § 27383) GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic (the “Grantor”), hereby grants to CORONEL HOMES & DESIGN INC, a California corporation, that certain real property (“Property”) located in the City of La Quinta, County of Riverside, State of California, described in the legal description attached hereto as Attachment No. 1 and incorporated herein by this reference, subject to all matters of record. “Grantor” LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic By: Name: Jon McMillen Its: Executive Director ATTEST: Monika Radeva, Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: William H. Ihrke, Authority Counsel 37 882/015610-0040 16694305.2 a07/15/21 -2- A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Riverside ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 38 882/015610-0040 16694305.2 a07/15/21 -3- ATTACHMENT NO. 1 LEGAL DESCRIPTION OF PROPERTY 39 882/015610-0040 16694305.2 a07/15/21 EXHIBIT C EXHIBIT “C” CERTIFICATE OF NON-FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest in the La Quinta Housing Authority, a public body, corporate and politic (“Seller”), the undersigned hereby certifies the following on behalf of the Seller: 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); 2. Seller’s U.S. employer identification number is 953740431; and 3. Seller’s office address is 78-495 Calle Tampico, La Quinta, California 92253. Seller understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. I further declare that I have authority to sign this document on behalf of Seller. “Seller” LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic Date:____________________, 2021 By: Name: Jon McMillen Its: Executive Director 40 882/015610-0040 16694305.2 a07/15/21 AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS by and between LA QUINTA HOUSING AUTHORITY (“SELLER”) and CORONEL HOMES & DESIGN INC (“BUYER”) 41 TABLE OF CONTENTS Page 882/015610-0040 16694305.2 a07/15/21 -i- 1. PURCHASE PRICE ............................................................................................ 1 1.1 Amount .................................................................................................... 1 1.2 Payment of Purchase Price ..................................................................... 1 2. DUE DILIGENCE ................................................................................................ 2 2.1 Title/Survey .............................................................................................. 2 2.2 Environmental Condition .......................................................................... 3 3. ESCROW ........................................................................................................... 5 3.1 Opening of Escrow .................................................................................. 5 3.2 Escrow Instructions .................................................................................. 5 4. CLOSE OF ESCROW ........................................................................................ 5 4.1 Close of Escrow; Outside Closing Date ................................................... 5 4.2 Recordation; Release of Funds and Documents ..................................... 6 4.3 Escrow Cancellation Charges .................................................................. 6 5. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER .............................................................................................................. 6 5.1 Buyer’s Obligations .................................................................................. 6 5.2 Seller’s Obligations .................................................................................. 7 6. TITLE INSURANCE POLICY.............................................................................. 7 6.1 Title Policy ............................................................................................... 7 6.2 Payment for Title Policy ........................................................................... 7 7. REAL PROPERTY TAXES ................................................................................. 7 8. CONDITIONS PRECEDENT TO CLOSING ....................................................... 8 8.1 Conditions Precedent to Buyer’s Obligations ........................................... 8 8.2 Conditions Precedent to Seller’s Obligations ........................................... 8 9. POSSESSION .................................................................................................... 9 10. ALLOCATION OF COSTS.................................................................................. 9 10.1 Buyer’s Costs ........................................................................................... 9 10.2 Seller’s Costs ........................................................................................... 9 11. REPRESENTATIONS AND WARRANTIES ..................................................... 10 11.1 Buyer’s Representations, Warranties and Covenants ........................... 10 11.2 Seller’s Representations and Warranties ............................................... 10 42 Page 882/015610-0040 16694305.2 a07/15/21 -ii- 12. CONDEMNATION ............................................................................................ 15 13. RISK OF PHYSICAL LOSS .............................................................................. 15 14. WAIVER OF DAMAGES; SPECIFIC PERFORMANCE ................................... 15 15. MISCELLANEOUS ........................................................................................... 15 15.1 Assignment ............................................................................................ 15 15.2 Choice of Laws ...................................................................................... 16 15.3 Attorney’s Fees ...................................................................................... 16 15.4 Notices ................................................................................................... 16 15.5 Fair Meaning .......................................................................................... 17 15.6 Headings ................................................................................................ 17 15.7 Nonliability of Seller Officials .................................................................. 17 15.8 Gender; Number .................................................................................... 17 15.9 Survival .................................................................................................. 17 15.10 Time of Essence .................................................................................... 17 15.11 Waiver .................................................................................................... 17 15.12 Broker’s/Consulting Fees ....................................................................... 17 15.13 No Withholding Because Non-Foreign Seller ......................................... 17 15.14 Counterparts .......................................................................................... 17 15.15 Severability ............................................................................................ 18 15.16 Exhibits .................................................................................................. 18 15.17 Covenants of Seller ............................................................................... 18 15.18 Covenant Against Discrimination ........................................................... 18 15.19 Entire Agreement; Amendment .............................................................. 18 EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY EXHIBIT “B” FORM OF GRANT DEED EXHIBIT “C” CERTIFICATE OF NON-FOREIGN STATUS 43 44