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2022 02 01 Council & HA Special Joint Mtg (Mannino Property)JOINT SPECIAL MEETING 1 FEBRUARY 1, 2022 LA QUINTA CITY COUNCIL AND HOUSING AUTHORITY NOTICE AND CALL OF JOINT SPECIAL MEETING OF THE LA QUINTA CITY COUNCIL AND HOUSING AUTHORITY TO THE MEMBERS OF THE LA QUINTA CITY COUNCIL, HOUSING AUTHORITY AND TO THE CITY CLERK/AUTHORITY SECRETARY: NOTICE IS HEREBY GIVEN that a Joint Special Meeting of the La Quinta City Council and Housing Authority is hereby called to be held on Tuesday, February 1, 2022, commencing at 5:15 p.m. (or soon thereafter) at La Quinta City Hall located at 78495 Calle Tampico, La Quinta, CA 92253 for the following purpose: CONSENT CALENDAR - HOUSING AUTHORITY 1. APPROVE HOUSING AUTHORITY QUARTERLY MEETING MINUTES OF JULY 20, 2021 BUSINESS SESSION – HOUSING AUTHORITY 1. APPOINT HOUSING AUTHORITY CHAIRPERSON AND VICE CHAIRPERSON FOR CALENDAR YEAR 2022 BUSINESS SESSION – JOINT CITY COUNCIL AND HOUSING AUTHORITY 2. ADOPT RESOLUTIONS TO APPROVE AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTION WITH MANNINO LIVING TRUST TO ACQUIRE CERTAIN REAL PROPERTY LOCATED ON THE NORTH SIDE OF HIGHWAY 111, WEST OF DUNE PALMS ROAD (APN: 600-390-024); AND TO AUTHORIZE TRANSFER OF REAL PROPERTY FROM CITY TO THE HOUSING AUTHORITY; AND APPROPRIATE FUNDS; CEQA: THE PROJECT IS EXEMPT FROM ENVIRONMENTAL REVIEW PURSUANT TO SECTION 15061(b)(3) “COMMON SENSE EXEMPTION” *** Teleconferencing and Telephonic Accessibility is in Effect *** JOINT SPECIAL MEETING 2 FEBRUARY 1, 2022 LA QUINTA CITY COUNCIL AND HOUSING AUTHORITY Dated: January 31, 2022 Kathleen Fitzpatrick KATHLEEN FITZPATRICK, Chairperson Attest: MONIKA RADEVA, City Clerk and Authority Secretary City of La Quinta, California DECLARATION OF POSTING I, Monika Radeva, City Clerk and Authority Secretary, do hereby declare that the foregoing notice for the Joint Special La Quinta City Council and Housing Authority meeting of February 1, 2022 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 January 31, 2022. MONIKA RADEVA, City Clerk and Authority Secretary City of La Quinta, California LA QUINTA CITY COUNCIL & HOUSING AUTHORITY Page 1 of 5 FEBRUARY 1, 2022 JOINT SPECIAL MEETING AGENDA AGENDA JOINT SPECIAL MEETING OF THE LA QUINTA CITY COUNCIL AND HOUSING AUTHORITY CITY HALL COUNCIL CHAMBERS 78495 Calle Tampico, La Quinta TUESDAY, FEBRUARY 1, 2022 AT 5:15 P.M. (or soon thereafter) ****************************** SPECIAL NOTICE Teleconferencing and Telephonic Accessibility In Effect Beginning Friday, January 14, 2022, La Quinta City Hall and the La Quinta Wellness Center will be temporarily closed to walk-in traffic due to a surge in COVID-19. Online services are available through the City’s website at www.laquintaca.gov or by calling (760) 777 – 7000. Pursuant to Executive Orders N-60-20 and N-08-21 executed by the Governor of California, and subsequently Assembly Bill 361 (AB 361, 2021), enacted 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 public, the City Council, Housing Authority, the City Manager/Executive Director, City Attorney/Authority Counsel, City Staff, and City Consultants may participate in this special joint meeting by teleconference. Further, due to the temporary closure of City Hall, the public is not permitted to physically attend this meeting; however, any member of the public may listen or participate in this meeting virtually as specified below. Members of the public wanting to listen to this meeting may do so by tuning-in live via http://laquinta.12milesout.com/video/live.   City Council agendas and staff reports are available on the City’s web page: www.LaQuintaCA.gov LA QUINTA CITY COUNCIL & HOUSING AUTHORITY Page 2 of 5 FEBRUARY 1, 2022 JOINT SPECIAL MEETING AGENDA Members of the public wanting to address the City Council and/or Housing Authority, or both, either for a specific agenda item or matters not on the agenda are requested to follow the instructions listed below: Written public comments – can be provided by emailing the City Clerk’s Office at CityClerkMail@LaQuintaCA.gov preferably by 2:00 p.m. on the day of the meeting, and will be distributed to the City Council and 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 the Mayor or 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. 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 attend and participate in this meeting by teleconference via Zoom and use the “raise your hand” feature when public comments are prompted by the Mayor or Chairperson; the City will facilitate the ability for a member of the public to be audible to the City Council, Housing Authority, and general public and allow him/her/they to speak on the item(s) requested. Please note – members of the public must unmute themselves when prompted upon being recognized by the Mayor or Chairperson, in order to become audible to the City Council, Housing Authority, and the public. Only one person at a time may speak by teleconference and only after being recognized by the Mayor or Chairperson. ZOOM LINK: https://us06web.zoom.us/j/82540879912 Meeting ID: 825 4087 9912 Or join by phone: (253) 215 – 8782 It would be appreciated that any email communications for public comments related to the items on the agenda, or for general public comment, are provided to the City Clerk’s Office at the email address listed above prior to the commencement of the meeting. If that is not possible, and to accommodate public comments on items that may be added to the agenda after its initial posting or items that are on the agenda, every effort will be made to attempt to review emails received by the City Clerk’s Office during the course of the meeting. The Mayor or Chairperson will endeavor to take a brief pause before action is taken on any agenda item to allow LA QUINTA CITY COUNCIL & HOUSING AUTHORITY Page 3 of 5 FEBRUARY 1, 2022 JOINT SPECIAL MEETING AGENDA the City Clerk to review emails and share any public comments received during the meeting. All emails received by the City Clerk, at the email address above, until the adjournment of the meeting, will be included within the public record relating to the meeting. ****************************** CALL TO ORDER – CITY COUNCIL ROLL CALL: Councilmembers: Fitzpatrick, Peña, Radi, Sanchez, Mayor Evans CALL TO ORDER – HOUSING AUTHORITY ROLL CALL: Authority Members: Evans, Peña, Radi, Sanchez, Chairperson Fitzpatrick VERBAL ANNOUNCEMENT – AB 23 [AUTHORITY SECRETARY] PLEDGE OF ALLEGIANCE PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA At this time, members of the public may address the City Council and/or Housing Authority on any matter not listed on the agenda by providing written public comments via email as indicated above; or provide verbal public comments via teleconference by joining the meeting virtually at https://us06web.zoom.us/j/82540879912 and use the “raise your hand” feature when prompted by the Mayor or Chairperson. Please limit your comments to three (3) minutes (or approximately 350 words). The City Council and Housing Authority value 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 the Brown Act [Government Code § 54954.2(b)]. CONFIRMATION OF AGENDA CONSENT CALENDAR - HOUSING AUTHORITY NOTE: Consent Calendar items are routine in nature and can be approved by one motion. PAGE 1. APPROVE HOUSING AUTHORITY QUARTERLY MEETING MINUTES OF JULY 20, 2021 7 BUSINESS SESSION – HOUSING AUTHORITY PAGE 1. APPOINT HOUSING AUTHORITY CHAIRPERSON AND VICE CHAIRPERSON FOR CALENDAR YEAR 2022 11 LA QUINTA CITY COUNCIL & HOUSING AUTHORITY Page 4 of 5 FEBRUARY 1, 2022 JOINT SPECIAL MEETING AGENDA BUSINESS SESSION – JOINT CITY COUNCIL AND HOUSING AUTHORITY PAGE 2. ADOPT RESOLUTIONS TO APPROVE AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTION WITH MANNINO LIVING TRUST TO ACQUIRE CERTAIN REAL PROPERTY LOCATED ON THE NORTH SIDE OF HIGHWAY 111, WEST OF DUNE PALMS ROAD (APN: 600-390-024); AND TO AUTHORIZE TRANSFER OF REAL PROPERTY FROM CITY TO THE HOUSING AUTHORITY; AND APPROPRIATE FUNDS; CEQA: THE PROJECT IS EXEMPT FROM ENVIRONMENTAL REVIEW PURSUANT TO SECTION 15061(b)(3) “COMMON SENSE EXEMPTION” 13 CITY COUNCIL AND HOUSING AUTHORITY MEMBERS’ ITEMS ADJOURNMENT ********************************* The next quarterly regular meeting of the Housing Authority will be held on April 19, 2022, at 4:00 p.m. at the City Hall Council Chambers, 78495 Calle Tampico, La Quinta, CA 92253. The next regular meeting of the City Council will be held on February 15, 2022, at 4:00 p.m. at the City Hall 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 special meeting was posted on the City’s website, near the entrance to the Council Chambers at 78495 Calle Tampico, and the bulletin boards at the Stater Brothers Supermarket at 78630 Highway 111, and the La Quinta Cove Post Office at 51321 Avenida Bermudas, on January 31, 2022. DATED: January 31, 2022 MONIKA RADEVA, City Clerk and Authority Secretary City of La Quinta, California LA QUINTA CITY COUNCIL & HOUSING AUTHORITY Page 5 of 5 FEBRUARY 1, 2022 JOINT SPECIAL MEETING AGENDA 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 City Council, arrangements 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 Councilmembers during a City Council 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 City Council regarding any item(s) on this agenda will be made available for public inspection at the Community Development counter at City Hall located at 78495 Calle Tampico, La Quinta, California, 92253, during normal business hours. 6 HOUSING AUTHORITY MINUTES Page 1 of 3 JULY 20, 2021 HOUSING AUTHORITY QUARTERLY MEETING MINUTES TUESDAY, JULY 20, 2021 CALL TO ORDER A regular quarterly meeting of the La Quinta Housing Authority was called to order at 7:02 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, 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.). 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 City Attorney Ihrke requested to pull Consent Calendar Item No. 2 and move it for consideration as Business Session Item No. 1 on the agenda in order to propose additional language for the Authority’s consideration to be included in the proposed resolution to show compliance with the Surplus Lands Act, as each parcel under consideration qualifies as “exempt surplus property.” Authority Member Peña said he will recused himself from the discussion and vote on Business Session Item No. 1 (moved from Consent Calendar Item No. 2) due to a potential conflict of interest stemming from the proximity of real property interest to the properties under negotiations. Council concurred. CONSENT CALENDAR 1. APPROVE SPECIAL MEETING MINUTES OF JUNE 15, 2021 CONSENT CALENDAR ITEM NO. 1 7 HOUSING AUTHORITY MINUTES Page 2 of 3 JULY 20, 2021 2. Pulled and moved to Business Session Item No. 1 by City Attorney Ihrke >>> 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 [HA RESOLUTION NO. 2021-004] MOTION – A motion was made and seconded by Authority Members Radi/Evans to approve Consent Calendar Item No. 1 as submitted. Motion passed unanimously. BUSINESS SESSION COUNCILMEMBER PEÑA RECUSED HIMSELF FROM BUSINESS SESSION ITEM NO. 1 DUE TO A POTENTIAL CONFLICT OF INTEREST STEMMING FROM THE PROXIMITY OF REAL PROPERTY INTEREST TO THE PROPERTIES UNDER NEGOTIATIONS AND LEFT THE DAIS AT 7:05 P.M. 1. Pulled from Consent Calendar Item No. 2 and moved to Business Session Item No. 1 by City Attorney Ihrke >>> 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 [HA RESOLUTION NO. 2021-004] Council waived presentation of the staff report. City Attorney Ihrke noted the following language additions and modifications to the proposed resolution for the Authority’s consideration in order to show that each parcel under negations is in compliance with the Surplus Land Act as it qualifies as “exempt surplus property:” Page no. 2 of the Resolution (and page no. 12 of the Agenda Packet) to be amended by adding one additional recital right before the last one to read as follows: “WHEREAS, pursuant to California Government Code Section 54221(f)(1)(B), each parcel subject to the purchase and sale agreement to be authorized under this Resolution is less than 5,000 square feet in area, not contiguous to specified lands owned by a state or local agency, and therefore “exempt surplus property” as defined under the Surplus 8 HOUSING AUTHORITY MINUTES Page 3 of 3 JULY 20, 2021 Lands Act (Government Code Section 54220 et seq.). Notwithstanding this exemption, the Authority sent a written notice of availability of land to entities required to be notified pursuant to Government Code Section 54222, and no interest in purchasing or leasing the land was received by the Authority within the requisite 60 days to respond.” Page no. 2 of the Resolution (and page no. 12 of the Agenda Packet) to be amended by renumbering currently proposed Section 4 to 5 with no language amendments; and substituting Section 4 to read as listed below: “SECTION 4. The Authority hereby declares each parcel subject to the purchase and sale agreement is “exempt surplus property,” pursuant to Government Code Section 54221, based on the findings set forth in this Resolution and record evidence in support thereof. SECTION 5. The Authority Secretary shall certify to the adoption of this Resolution.” MOTION – A motion was made and seconded by Authority Members Evans/Radi to adopt Resolution No. 2021-004, with the amendments noted above, approving 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, 773-145-011, 773-145-022, and 773-145-023; and authorize the Executive Director to make minor revisions and additions that do not substantively change the business terms and execute the agreement. Motion passed: ayes – 4, noes – 0, abstain – 0, absent – 1 (Peña). COUNCILMEMBER PEÑA RETURNED TO THE DAIS AND REJOINED THE MEETING AT 7:08 P.M. 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 7:08p.m. Motion passed unanimously. Respectfully submitted, MONIKA RADEVA, Authority Secretary La Quinta Housing Authority 9 10 City of La Quinta JOINT SPECIAL MEETING OF THE CITY COUNCIL AND HOUSING AUTHORITY: February 1, 2022 STAFF REPORT AGENDA TITLE: APPOINT HOUSING AUTHORITY CHAIRPERSON AND VICE- CHAIRPERSON FOR CALENDAR YEAR 2022 RECOMMENDATION Appoint Housing Authority Chairperson and Vice-Chairperson for calendar year 2022. EXECUTIVE SUMMARY On September 15, 2009, Council established the Housing Authority (Authority). The Authority adopted bylaws via Resolution HA 2009-001 establishing the procedure for electing the Chairperson and Vice- Chairperson. On April 15, 2014, the Authority adopted amended and restated bylaws and rules of procedure via Resolution HA 2014-001. Section 9 of the amended and restated Authority bylaws states that the Authority shall annually, at its first meeting held after December 30, vote to appoint two of its members to serve as Chairperson and Vice- Chairperson. FISCAL IMPACT – None. BACKGROUND/ANALYSIS The following Authority Members have held these positions in the past six years: Year Chairperson Vice-Chairperson 2016 Robert Radi Lee Osborne 2017 Kathleen Fitzpatrick Steve Sanchez 2018 Steve Sanchez John Peña 2019 John Peña Robert Radi 2020 Robert Radi Kathleen Fitzpatrick 2021 Kathleen Fitzpatrick Steve Sanchez BUSINESS SESSION ITEM NO. 1 11 ALTERNATIVES As this action is required by Authority bylaws, staff does not recommend an alternative. Prepared by: Monika Radeva, Authority Secretary Approved by: Jon McMillen, Executive Director 12 City of La Quinta JOINT CITY COUNCIL AND HOUSING AUTHORITY SPECIAL MEETING: February 1, 2022 STAFF REPORT AGENDA TITLE: ADOPT RESOLUTIONS TO APPROVE AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTION WITH MANNINO LIVING TRUST TO ACQUIRE CERTAIN REAL PROPERTY LOCATED ON THE NORTH SIDE OF HIGHWAY 111, WEST OF DUNE PALMS ROAD (APN: 600-390-024); AND TO AUTHORIZE TRANSFER OF REAL PROPERTY FROM CITY TO THE HOUSING AUTHORITY; AND APPROPRIATE FUNDS; CEQA: THE PROJECT IS EXEMPT FROM ENVIRONMENTAL REVIEW PURSUANT TO SECTION 15061(b)(3) “COMMON SENSE EXEMPTION” RECOMMENDATION A. Adopt City Council and Housing Authority Resolutions to: (1) approve Agreement for Purchase and Sale and Escrow Instructions with Mannino Living Trust for certain real property comprised of approximately 15.14 acres, located on the north side of Highway 111, west of Dune Palms Road (APN: 600-390-024); (2) approve transfer of ownership of said property from the City to the Housing Authority; and (3) authorize the City Manager and/or Executive Director to execute such documents, as are necessary and proper, to execute the Agreement for property acquisition and implement the property transfer. B. Appropriate funds and authorize the transfer from Account No. 249 - Successor Agency 2011 Low/Mod Bond Fund in the amount of $8,600,000 to the Land Acquisition Fund Account to be used for this property acquisition. EXECUTIVE SUMMARY  The proposed Agreement for Purchase and Sale and Escrow Instructions (Agreement) (Attachment 1) would acquire 15.14 acres of vacant property (Property) located between the Pavilion at La Quinta Shopping Center and the La Quinta Valley Plaza Shopping Center on Highway 111 (Exhibit A to resolutions). BUSINESS SESSION ITEM NO. 2 13  The Property would be acquired using Housing Authority (Authority) funds for the purposes of building affordable housing and potentially mixed-use economic development projects with commercial and residential components, with an obligation for the City to repay the housing fund (Account No. 249) if a portion of the Property is subsequently sold or used for purposes that are not in furtherance of affordable housing and related infrastructure.  This Property purchase will further the City’s goals of fostering mixed- use development, affordable housing, multi-modal transportation, and development of the Highway 111 Corridor as outlined in the General Plan 2035. FISCAL IMPACT Total Property acquisition cost is $8,573,479.20. An appropriation of funds from the Account No. 249 – Successor Agency (SA) 2011 Low/Mod Bond Fund is requested in the amount of $8,600,000, to be transferred to the Land Acquisition Fund (Account No. 249-0000-74010), which will be used for the Property acquisition and all associated closing costs. BACKGROUND/ANALYSIS The Agreement proposes the acquisition of a vacant property comprised of approximately 15.14 acres, located on the north side of Highway 111, west of Dune Palms Road, and while no project or development has been submitted for the Property, it is anticipated that it may be developed as a mixed-use project with commercial and residential components, which would include affordable housing, and a connecting thoroughfare linking the Pavilion at La Quinta Shopping Center and the La Quinta Valley Plaza Shopping Center. Additionally, the project could serve as a future connection to the Regional CV Link project as part of any potential project or development on the Property. At this point, however, the Property will remain vacant upon the close of escrow with no project or development contingent upon its proposed acquisition by the City and transfer to the Authority. The Property would be acquired through an appropriation of available funds in Account No. 249 - SA 2011 Low/Mod Bond Fund, which can be used for the acquisition of property for affordable housing and appurtenant on-site and off- site infrastructure. The development of the Property would support the Regional Housing Needs Assessment (RHNA) mandate for the City, and could potentially provide commercial opportunities for businesses and further the development of the Highway 111 Corridor Plan. 14 AGENCY REVIEW The Planning Commission considered this item at the January 25, 2022 regular meeting, and adopted Planning Commission Resolution No. 2022- 001 recommending Council approve acquisition of the Property and making the state required mandatory findings that the Property purchase is consistent with the goals and policies of the City’s General Plan 2035. The Housing Commission considered this item at the January 26, 2022 Special Meeting, and recommended that the Authority approve the acquisition of the property so that it may be used for affordable housing purposes. ENVIRONMENTAL REVIEW The Design and Development Department has determined that this project is exempt from environmental review pursuant to Section 158061(b)(3) “Common Sense Exemption,” in that the purchase of this Property would not have a significant effect on the environment. The Property is vacant land, and there is no planned project or development that has been submitted for consideration with its acquisition for the potential of a future project that would include the provision of affordable housing and would otherwise need to be consistent with the City’s General Plan. As such, the acquisition of the Property, which will remain vacant land upon the closing of escrow, will not have a significant effect on the environment. ALTERNATIVES The Council/Authority may elect not to move forward with the proposed Property acquisition and related fund appropriations. Prepared by: Monika Radeva, City Clerk Gilbert Villalpando, Director Approved by: Jon McMillen, Executive Director Attachment: 1. Agreement for Purchase and Sale and Escrow Instructions 15 16 RESOLUTION NO. 2022 - XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA QUINTA, CALIFORNIA, APPROVING AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BETWEEN THE CITY OF LA QUINTA AND THE MANNINO LIVING TRUST FOR CERTAIN REAL PROPERTY COMPRISED OF APPROXIMATELY 15.14 ACRES, LOCATED ON THE NORTH SIDE OF HIGHWAY 111, WEST OF DUNE PALMS ROAD (APN: 600-390-024); AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT, TRANSFER OWNERSHIP OF THE PROPERTY TO THE LA QUINTA HOUSING AUTHORITY, AND TO PROCESS DOCUMENTATION REGARDING THE CONVEYANCE WHEREAS, the City of La Quinta is a municipal corporation and charter city under the Constitution of the State of California (“City”); and WHEREAS, the City Council did, on February 1, 2022, consider the proposed purchase between the City and the Mannino Living Trust of real property comprised of approximately 15.14 acres, located on the north side of Highway 111, west of Dune Palms Road (APN: 600-390-024) (“Property”), as depicted in enclosed Exhibit A, using La Quinta Housing Authority funds (Account No. 249 – Successor Agency 2011 Low/Mod Bond Funds); and WHEREAS, the proposed Property acquisition is for vacant land, and while no project or development has been submitted for the Property, it is anticipated that it may be developed as a mixed-use project with commercial and residential components, which would include affordable housing, and a connecting thoroughfare linking the Pavilion at La Quinta Shopping Center and the La Quinta Valley Plaza Shopping Center, as well as a future connection for the Regional CV Link project, helping to foster an active lifestyle; and WHEREAS, this Property acquisition will further the City’s goals of fostering mixed-use development, affordable housing, multi-modal transportation; will support the Regional Housing Needs Assessment (RHNA) mandate for the City; and potentially provide commercial opportunities for businesses along the Highway 111 Corridor; and WHEREAS, the La Quinta Planning Commission did consider the proposed Property acquisition on January 25, 2022, and adopted Planning 17 Resolution No. 2022 – xxx APN: 600-390-024 Mannino Living Trust Property Acquisition & Transfer to the Housing Authority Adopted: February 1, 2022 Page 2 of 5 Commission Resolution 2022-001 making the following mandatory finding under Government Code Section 65402 confirming that this Property purchase is consistent with the following goals and policies of the City’s General Plan 2035: 1.Land Use Element Goal LU-7 – Innovative land uses in the Village and on Highway 111. Policy LU-7.1 – Encourage the use of mixed-use development in appropriate locations. Policy LU-7.3 – Encourage the use of vacant pads in existing commercial development on Highway 111 for residential use. a.The proposed Property acquisition is a vacant pad along Highway 111 that is appropriate for mixed-use development, including residential use, as indicated in studies prepared by the Highway 111 Corridor area. 2.Circulation Element Policy CIR-1.12 – As a means of reducing vehicular traffic on major roadways and to reduce vehicle miles traveled by traffic originating in the City, the City shall pursue development of a land use pattern that maximizes interactions between adjacent or nearby land uses. a.The proposed Property acquisition furthers this policy by proposing to locate land uses that provide jobs and housing near each other through mixed-use development. 3.Circulation Element Policy CIR-2.3 – Develop and encourage the use of continuous and convenient pedestrian and bicycle routes and multi-use paths to places of employment, recreation, shopping, schools, and other high activity areas with potential for increased pedestrian, bicycle, golf cart/NEV modes of travel. a.The proposed Property acquisition supports this policy in that development of the property could connect the CV Link Regional Trail and other multi-use paths to places of employment, housing, recreation, shopping, schools, and other high activity areas. 4.Livable Community Element Policy SC-1.5 – All new development shall include resource efficient development principles. a.The proposed Property acquisition supports this policy in that it would provide an opportunity for development that includes mixed-use development with usable public spaces and connects vehicular, pedestrian, and bike transportation throughout itself and to other developments. 18 Resolution No. 2022 – xxx APN: 600-390-024 Mannino Living Trust Property Acquisition & Transfer to the Housing Authority Adopted: February 1, 2022 Page 3 of 5 5.Housing Element – The proposed Property acquisition is planned to be used for affordable housing which would further the goals and policies of the housing element and help satisfy RHNA goals. The site is on the housing inventory list for the 2022-2029 RHNA cycle. WHEREAS, the La Quinta Housing Commission did consider the proposed Property acquisition on January 26, 2022, and likewise recommended that the City’s Housing Authority approve a purchase and sale agreement between the City and the Mannino Living Trust for the Property so that the Property may be used in furtherance of the provision of affordable housing in the City; and WHEREAS, at this time, the Property is anticipated to include affordable housing, and therefore the Property will be purchased using Housing Authority funds (Account No. 249 – Successor Agency 2011 Low/Mod Bond Funds) in furtherance thereof; provided, however, if the Property (or portion thereof) is subsequently sold for a project or development that does not provide affordable housing and appurtenant infrastructure improvements related thereto, or if the Property (or portion thereof) is used for a project or development that is not for affordable housing purposes and appurtenant infrastructure improvements related thereto, then the City shall repay to the Housing Authority (Account No. 249 – Successor Agency 2011 Low/Mod Bond Funds) the proportionate amount of the purchase price for the Property that is not used for affordable housing purposes and appurtenant infrastructure improvements related thereto; and WHEREAS, the City Council desires to authorize the transfer of ownership of the proposed Property acquisition form the City to the Housing Authority for the purposes of furthering the City’s supply of affordable housing; and to authorize the City Manager to process documents regarding this conveyance; 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, Section 15000 et seq., hereafter the “State CEQA guidelines”), and the City’s environmental guidelines; and WHEREAS, the proposed Property acquisition and transfer is exempt from environmental review pursuant to CEQA Guidelines Section 15061(b)(3) “Common Sense Exemption,” in that the Property is vacant land, and there is no planned project or development that has been submitted for consideration 19 Resolution No. 2022 – xxx APN: 600-390-024 Mannino Living Trust Property Acquisition & Transfer to the Housing Authority Adopted: February 1, 2022 Page 4 of 5 with the acquisition of the Property, as the City and Housing Authority are acquiring the Property only for the potential of a future project that would include the provision of affordable housing and otherwise be consistent with the City’s General Plan; as such, the acquisition of the Property, which will remain vacant land upon the closing of escrow, will not have a significant effect on the environment; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of La Quinta, California, as follows: SECTION 1. The foregoing recitals are true and correct; and constitute the findings of the City Council and are incorporated herein by this reference. SECTION 2. The proposed Property acquisition and transfer is exempt from environmental review pursuant to Section15061(b)(3) “Common Sense Exemption,” for the reasons recited above. SECTION 3. That the Planning Commission did find the proposed Property acquisition consistent with the City’s General Plan 2035 for the reasons set forth in this Resolution, and that the Housing Commission did recommend the proposed Property acquisition as furthering the City’s ability to provide for affordable housing. SECTION 4. City Council as the governing body of the City hereby authorizes the City Manager to execute a purchase and sale agreement with the Mannino Living Trust for the Property and the processing of other documentation necessary and appropriate for the acquisition by the City and transferring of the City’s ownership of the Property, as depicted in the enclosed Exhibit A to this Resolution and incorporated herein by this reference, to the Housing Authority. SECTION 4. The City Manager, or designee, is hereby authorized and directed 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 City. SECTION 5. This Resolution shall take effect upon the date of its adoption. 20 Resolution No. 2022 – xxx APN: 600-390-024 Mannino Living Trust Property Acquisition & Transfer to the Housing Authority Adopted: February 1, 2022 Page 5 of 5 PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta City Council held on this 1st day of February, 2022, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ________________________ LINDA EVANS, Mayor City of La Quinta, California ATTEST: ____________________________ MONIKA RADEVA, City Clerk City of La Quinta, California APPROVED AS TO FORM: ___________________________ WILLIAM H. IHRKE, City Attorney City of La Quinta, California 21 22 600390024 Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics, CNES/Airbus DS,USDA, USGS, AeroGRID, IGN, and the GIS User Community City of La Quinta Design and Development Department PROPERTYACQUISITIONAPN 600-390-024 January 2022 ® Planning DivisionAdams StreetDune Palms RdHighway 111 BestBuy Walmart Coral MountainApartments La QuintaHigh School PostOffice Dealerships SolaSalons CVLink La Quinta DriveEXHIBIT A EXHIBIT A23 24 RESOLUTION NO. HA 2022 - XXX A RESOLUTION OF THE LA QUINTA HOUSING AUTHORITY AUTHORIZING THE EXECUTIVE DIRECTOR TO ACCEPT OWNERSHIP OF CERTAIN REAL PROPERTY COMPRISED OF APPROXIMATELY 15.14 ACRES, LOCATED ON THE NORTH SIDE OF HIGHWAY 111, WEST OF DUNE PALMS ROAD (APN: 600-390-024) FROM THE CITY OF LA QUINTA, AND TO PROCESS DOCUMENTATION REGARDING THE CONVEYANCE 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, the City of La Quinta is a municipal corporation and charter city under the Constitution of the State of California (“City”); and WHEREAS, pursuant to California Health and Safety Code Section 34315, the Authority has the power, among other enumerated powers, to purchase, lease, devise, sell, exchange, transfer, assign, pledge, or dispose of any real or personal property or any interest in it; and WHEREAS, the City has been negotiating the acquisition of certain real property from the Mannino Living Trust, comprised of approximately 15.14 acres, located on the north side of Highway 111, west of Dune Palms Road (APN: 600-390-024) (“Property”) as described in the enclosed Exhibit A, using Authority funds (Account No. 249 – Successor Agency 2011 Low/Mod Bond Funds; and WHEREAS, the proposed Property acquisition is for vacant land, and while no project or development has been submitted for the Property, it is anticipated that it may be developed as a mixed-use project with commercial and residential components, which would include affordable housing, and a connecting thoroughfare linking the Pavilion at La Quinta Shopping Center and the La Quinta Valley Plaza Shopping Center, as well as a future connection for the Regional CV Link project, helping to foster an active lifestyle; and WHEREAS, this Property acquisition will further the City’s goals of fostering mixed-use development, affordable housing, multi-modal 25 Resolution No. HA 2022 – xxx APN: 600-390-024 Mannino Property Acceptance from City Adopted: February 1, 2022 Page 2 of 4 transportation; will support the Regional Housing Needs Assessment (RHNA) mandate for the City; and potentially provide commercial opportunities for businesses along the Highway 111 Corridor; and WHEREAS, the La Quinta Housing Commission did consider the proposed Property acquisition on January 26, 2022, and recommended that the Authority approve a purchase and sale agreement between the City and the Mannino Living Trust for the Property so that the Property may be used in furtherance of the provision of affordable housing in the City; and WHEREAS, at this time, the Property is anticipated to include affordable housing, and therefore the Property will be purchased using Authority funds (Account No. 249 – Successor Agency 2011 Low/Mod Bond Funds) in furtherance thereof; provided, however, if the Property (or portion thereof) is subsequently sold for a project or development that does not provide affordable housing and appurtenant infrastructure improvements related thereto, or if the Property (or portion thereof) is used for a project or development that is not for affordable housing purposes and appurtenant infrastructure improvements related thereto, then the City shall repay to the Authority (Account No. 249 – Successor Agency 2011 Low/Mod Bond Funds) the proportionate amount of the purchase price for the Property that is not used for affordable housing purposes and appurtenant infrastructure improvements related thereto; and WHEREAS, the Authority desires to authorize the Executive Director to accept ownership of the Property upon the acquisition by the City and subsequent transfer of title of the Property to the Authority, and otherwise authorize the Executive Director to process documents regarding this conveyance as may be necessary or proper; 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, Section 15000 et seq., hereafter the “State CEQA guidelines”), and the City’s environmental guidelines; and WHEREAS, the proposed Property acquisition and transfer is exempt from environmental review pursuant to CEQA Guidelines Section 15061(b)(3) “Common Sense Exemption,” in that the Property is vacant land, and there is no planned project or development that has been submitted for consideration with the acquisition of the Property, as the City and Housing Authority are acquiring the Property only for the potential of a future project that would include the provision of affordable housing and otherwise be consistent with 26 Resolution No. HA 2022 – xxx APN: 600-390-024 Mannino Property Acceptance from City Adopted: February 1, 2022 Page 3 of 4 the City’s General Plan; as such, the acquisition of the Property, which will remain vacant land upon the closing of escrow, will not have a significant effect on the environment; 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 of the City of La Quinta, California, as follows: SECTION 1. The foregoing recitals are true and correct and are incorporated herein by this reference. SECTION 2. The proposed Property acquisition and transfer is exempt from environmental review pursuant to Section 15061(b)(3) “Common Sense Exemption,” for the reasons recited above. SECTION 3. The governing body of the Authority hereby authorizes the Authority’s Executive Director to process documentation as may be necessary or proper, transferring ownership of the Property as depicted in the enclosed Exhibit A to this Resolution and incorporated herein by this reference, from the City and accepting ownership by the Authority. SECTION 3. The Executive Director, or designee, is hereby authorized and directed 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. This Resolution shall take effect upon the date of its adoption. PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta Housing Authority held on this 1st day of February, 2022, by the following vote: AYES: NOES: ABSENT: ABSTAIN: 27 ________________________ Kathleen Fitzpatrick, Chairperson La Quinta Housing Authority Resolution No. HA 2022 – xxx APN: 600-390-024 Mannino Property Acceptance from City Adopted: February 1, 2022 Page 4 of 4 ATTEST: ____________________________ MONIKA RADEVA, Authority Secretary La Quinta Housing Authority APPROVED AS TO FORM: ___________________________ WILLIAM H. IHRKE, Authority Counsel La Quinta Housing Authority 28 600390024 Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics, CNES/Airbus DS,USDA, USGS, AeroGRID, IGN, and the GIS User Community City of La Quinta Design and Development Department PROPERTYACQUISITIONAPN 600-390-024 January 2022 ® Planning DivisionAdams StreetDune Palms RdHighway 111 BestBuy Walmart Coral MountainApartments La QuintaHigh School PostOffice Dealerships SolaSalons CVLink La Quinta DriveEXHIBIT A EXHIBIT A29 30 698/015610-0040 17401376.2 a01/25/22 -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 ______________, 2022 (“Effective Date”) by and between the CITY OF LA QUINTA, a California municipal corporation and charter city (“Buyer”), and the following: Jay F. Mannino, as Trustee of the Jay F. Mannino Trust created u/d/t dated January 26, 2009; Jodi Elizabeth Mannino, as her sole and separate property; Jan Marie Satterfield, as her sole and separate property; Philip N. Binder, Trustee of the Jason Michael Mannino Trust U/I/D March 5, 1986; Christopher J. Mannino, Trustee of the Mannino Living Trust dated May 30, 2014, as his sole and separate property; Philip N. Binder, Trustee of the Lindsay Rae Satterfield Trust; Philip N. Binder, Trustee of the Emily Rose Satterfield Trust; and Philip N. Binder, Trustee of the Hailee Ann Satterfield Trust, as their interest appears of record (collectively, the “Seller”). R E C I T A L S: A. Seller is the owner of that certain real property located in the City of La Quinta, County of Riverside, State of California, comprising approximately 15.14 acres (or 659,498 sq. ft.) with Assessor’s Parcel Number (“APN”) 600-390-024, more particularly described in the legal description attached hereto as Exhibit “A” and incorporated herein by this reference (the “Property”). The Property is unimproved raw land. 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 THIRTEEN DOLLARS PER SQUARE FOOT ($13.00/sq.ft.) (“Purchase Price”). The total square footage of the Property shall be subject to confirmation by the Title Company, and the final Purchase Price shall be calculated based thereon if different than the square footage identified in Recital A of this Agreement. As of the Effective Date, the Purchase Price is anticipated to be Eight Million Five Hundred Seventy Three Thousand Four Hundred Seventy Nine Dollars ($8,573,479.00), but this is subject to adjustment as set forth in this Section 2.1. ATTACHMENT 1 31 698/015610-0040 17401376.2 a01/25/22 -2- 2.2 Earnest Money Deposit. Concurrent with its opening of the Escrow, Buyer shall deposit into Escrow an earnest money deposit in the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) (“Earnest Money Deposit”). The Escrow Holder shall deposit the Earnest Money Deposit into an interest-bearing account. All interest earned on such funds shall be added to the original principal amount of the Earnest Money Deposit and be considered part of the same. The Earnest Money Deposit shall be nonrefundable upon the conclusion of the Due Diligence Period. Upon the Close of Escrow, the Earnest Money Deposit shall be credited toward the Purchase Price and paid to the Seller as part of the Purchase Price. Should Escrow fail to close, the Earnest Money Deposit shall be forfeited by Seller and shall be returned to the Buyer upon the cancelation of Escrow in accordance with this Agreement. 2.3 Deposit of Purchase Price. The Buyer shall deposit the Purchase Price, less the Earnest Money Deposit, with the Escrow Holder, plus Buyer’s closing costs and subject to adjustment for prorations and other charges, in good funds prior to the “Close of Escrow” (as defined in Section 6.1 below). 3. ESCROW. 3.1 Opening of Escrow. Closing of the sale of the Property shall take place through an escrow (“Escrow”) to be established within three (3) business days after the execution of this Agreement by the parties hereto, with Stewart Title of California (“Escrow Holder”) at its office located at 11870 Pierce Street, Ste. 100, Riverside, CA 92505 [(951) 276-2700]. The opening of the Escrow (the “Opening of Escrow”) shall be deemed to be the date that a fully executed copy of this Agreement is delivered to the Escrow Holder. Escrow Holder is instructed to notify Buyer and Seller in writing of the date of the Opening of Escrow. 3.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow Holder so requires, Buyer and Seller agree to execute the standard preprinted form of escrow instructions that Escrow Holder customarily requires in real property escrows administered by it. In the event of any conflict or inconsistency between Escrow Holder’s standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede and be controlling. 4. TITLE MATTERS. Buyer has obtained a preliminary title report (Order No.: 1561379) prepared by Stewart Title of California (“Title Company”) describing the state of title of the Property together with copies of all underlying documents (the “Preliminary Title Report”). Buyer may, at its sole cost and expense, obtain a current survey of the Property (a “Survey”). Notwithstanding anything herein to the contrary, Seller shall be obligated to remove all monetary encumbrances against the Property excluding non-delinquent real property taxes (except as otherwise provided in Section 9 below). Buyer shall notify Seller in writing of any objections Buyer may have to title exceptions contained in the Preliminary Title Report or matters shown on the Survey (if Buyer has obtained) no later than the date which is twenty-one (21) days after the later of (i) Opening of Escrow, or (ii) Buyer’s receipt of the Survey (“Buyer’s Objection Notice”). Buyer’s approval or disapproval of the matters set forth in the Preliminary Title Report (and the Survey, 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 32 698/015610-0040 17401376.2 a01/25/22 -3- shown on the Survey (if Buyer has obtained). Seller shall have a period of five (5) days after receipt of Buyer’s Objection Notice in which to deliver written notice to Buyer (“Seller’s Notice”) of Seller’s election to either (i) agree to remove the objectionable items on the Preliminary Title Report or Survey prior to the Close of Escrow, or (ii) decline to remove any such title exceptions or Survey matters and terminate Escrow and the obligations of Buyer and Seller to purchase and sell the Property under this Agreement, in which event the provisions of Section 10.3 below shall apply. Seller’s failure to provide Buyer with Seller’s Notice within said period shall constitute Seller’s election to remove the objectionable items on the Preliminary Title Report. If Seller notifies Buyer of its election to terminate rather than remove the objectionable items on the Preliminary Title Report or Survey, Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer’s receipt of Seller’s Notice, to agree to accept the Property subject to the objectionable items, in which event Seller’s election to terminate shall be of no effect, and Buyer shall take title at the Close of Escrow subject to such objectionable items without any adjustment to or credit against the Purchase Price. All exceptions to title shown on the Preliminary Title Report, other than those which Seller may agree to remove pursuant to this Section 4, shall be deemed to have been approved by Buyer unless Seller is notified otherwise in writing. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, including any survey exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement. The process set forth above for Buyer’s review and Seller’s response shall apply to any review and response with respect to any amendment or supplement to the Preliminary Title Report, and the Closing shall be extended for such period as is necessary to allow for that review and response process to be completed. 5. RIGHT OF ENTRY. Beginning on the Effective Date up to and including the Closing Date, Seller grants Buyer, its agents, contractors, employees, and representatives, the right to enter into and upon the Property at reasonable times for the purposes related to Buyer’s inspection and proposed acquisition of the Property. Buyer shall not disturb the physical condition of the Property, or do any intrusive testing of the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Any costs, expenses, or charges incurred or related to Buyer’s activities under this right of entry shall be at the sole cost and expense of Buyer and at no cost and expense to Seller. Buyer shall, at its own cost and expense entirely, repair any damage to the Property resulting from any such entry and shall restore the Property to its condition prior to such entry. Buyer agrees to indemnify, defend and hold Seller and the Property harmless from any and all claims, liabilities, liens, actions, judgments, costs, expense, or charges (including without limitation attorneys’ fees and costs) arising from or connected or related in any way to the right of entry granted under this Agreement. 6. CLOSE OF ESCROW. 6.1 Close of Escrow; Closing Date. Provided that all of the conditions of this Agreement precedent to the “Close of Escrow” (as hereinafter defined) as set forth in Section 10 below have been satisfied (or waived by the appropriate party) prior to or on the Closing Date, the Closing of this transaction for the sale and purchase of the Property shall take place on March 31, 2022 (“Outside Closing Date”). Notwithstanding the foregoing, if Buyer and Seller agree to advance the Closing, and so long as all of “Buyer’s Conditions to Closing” and all of “Seller’s Conditions to Closing” (as those terms are defined in Section 10) have been satisfied (or waived 33 698/015610-0040 17401376.2 a01/25/22 -4- by the appropriate party), Seller and Buyer may elect to authorize the Closing before the Outside Closing Date. The terms “Close of Escrow”, “Closing Date” and the “Closing” are used herein to mean the time Seller’s grant deed conveying fee title to the Property to Buyer is recorded in the Official Records of the Office of the County Recorder of Riverside (“Official Records”). If Escrow is not in a condition to close by the Outside Closing Date, either party not then in default hereunder may, upon five (5) days advance written notice to the other party and Escrow Holder, elect to terminate this Agreement and the Escrow. No such termination shall release either party then in default from liability for such default. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible. 6.2 Recordation; Release of Funds and Documents. 6.2.1 Escrow Holder is directed, on the Closing Date, to record in the Official Records, the following documents in the order listed: (i) the grant deed (in the form attached hereto as Exhibit “B”) transferring title to the Property to Buyer (“Grant Deed”); and (ii) such other and further documents as may be directed jointly by Buyer and Seller. 6.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price to Seller, less any amount to Closing costs, including property taxes and/or assessments allocable to Seller pursuant to Section 9 below, and (ii) conformed copies of all recorded documents to both Buyer and Seller. 6.2.3 Escrow Holder is authorized to request from Seller a fully executed copy of the Grant Deed at any time prior to the Close of Escrow, for submission to Buyer for the sole purpose of Buyer’s acceptance of same, in order to place such Grant Deed in a form ready for recording at the Close of Escrow. If Buyer receives such an executed Grant Deed prior to Close of Escrow, Buyer is authorized only to affix its acceptance thereon, or perform such other acts as are required to place the Grant Deed in a recordable form, but may not record the Grant Deed at any time prior to the Close of Escrow. 7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER. 7.1 Buyer’s Obligations. Buyer agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following: (a) The Purchase Price, less the Earnest Money Deposit; and (b) Any and all additional funds, instruments or other documents required from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in order for the Escrow Holder to comply with the terms of this Agreement and consummate the transaction. 7.2 Seller’s Obligations. Seller agrees that on or before 5:00 p.m. of the last business day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder each of the following: 34 698/015610-0040 17401376.2 a01/25/22 -5- (a) The executed and acknowledged Grant Deed, subject only to the Permitted Exceptions (defined hereafter), and any prior submission to Buyer for acceptance, as provided in Paragraph 6.2.3 above; (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, Escrow Holder, or Title Company (executed and acknowledged where appropriate) as may be reasonably necessary in order for the Escrow Holder to comply with the provisions of this Agreement and consummate the transaction. 8. TITLE INSURANCE POLICY. 8.1 Title Policy. At the Closing Date, the Title Company, as insurer, shall issue a CLTA owner’s standard coverage policy of title insurance (“Title Policy”), in favor of Buyer, as insured, for the Property, with liability in the amount of the Purchase Price, subject only to the following (the “Permitted Exceptions”): (a) non-delinquent real property taxes, subject to Seller’s obligations to pay certain taxes pursuant to Section 9 below; (b) covenants, conditions, restrictions and reservations of record that do not interfere with the Buyer’s proposed use of the Property, as determined in the sole and absolute discretion of Buyer; (c) easements or rights-of-way over the Property for public or quasi-public utility or public street purposes; (d) In Schedule B of the Preliminary Title Report, Exceptions Numbers: 4, 10, 11, and 12; (e) title exceptions approved or deemed approved by Buyer pursuant to Section 4 above; (f) any other exceptions approved by Buyer; and (g) 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. Buyer shall be responsible for all charges for the Title Policy, and Surveys if elected by Buyer. 9. REAL PROPERTY TAXES AND ASSESSMENTS. Upon Buyer’s acquisition of fee title to the Property, the Property will be exempt from the payment of property taxes due to Buyer’s status as a public agency. Seller shall be responsible for paying (through Escrow at Closing) all real and personal property taxes and assessments which are of record (including but not limited to the unsecured property taxes in the amount of $850.11 and other amounts due thereunder, recorded 35 698/015610-0040 17401376.2 a01/25/22 -6- August 5, 2016 as Instrument No. 2016-0334807 of Official Records and listed as Exception No. 13 on the Preliminary Title Report) as of the Closing Date and/or have accrued against the Property prior to (and including) the Closing Date (notwithstanding whether such taxes and/or assessments are due and payable as of the Closing Date). Seller shall be responsible for paying for all real or personal property taxes or assessments assessed against the Property after the Closing for any period prior to the Closing. 10. CONDITIONS PRECEDENT TO CLOSING. 10.1 Conditions Precedent to Buyer’s Obligations. 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; (d) Buyer has received an appraisal for the Property; (e) Buyer has received from Seller (and each of them) executed and witnessed originals or copies of each and every trust instrument in effect to confirm the authority of any trustee to dispose of the Property pursuant to this Agreement; (f) The La Quinta City Council has approved the use of City funds, and/or the La Quinta Housing Authority has approved the use of affordable housing funds under the control of the Housing Authority, as appropriate, to purchase the Property; in this regard, it is expressly agreed and understood that the Property (or a portion thereof) is intended to be used for the development of low- and moderate-income housing, as that term is defined under applicable federal and state laws; it is further agreed and understood that the City and La Quinta Housing Authority will be responsible for and shall keep accurate records of the source of funds ultimately used for the acquisition of the Property; and (g) 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. 36 698/015610-0040 17401376.2 a01/25/22 -7- 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) Buyer has identified the location on the Property at which, after completion of the improvement of the Property for an affordable housing or other development project, a commemorative plaque recognizing the Mannino Family as the prior owner of the Property and the family’s contributions to the growth of the City over several years; (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; and (d) 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. NOTICE OF DEFAULT. Upon a default by either Seller or Buyer under this Agreement, the non-defaulting party shall notify the defaulting party and Escrow Holder in writing of such default. If the non-defaulting party gives such notice, the notice shall set forth with specificity the alleged default and the defaulting party shall have ten (10) days to cure the default. If the defaulting party does not cure the default within ten (10) days of the receipt of such notice, the non-defaulting party may elect to terminate this Agreement and pursue the remedies provided in Section 12 below. 12. 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. Seller’s Initials Buyer’s Initials 37 698/015610-0040 17401376.2 a01/25/22 -8- 13. POSSESSION. Possession of the Property, free from all tenancies, parties in possession and occupants, shall be delivered by Seller to Buyer on the Closing Date, subject only to the Permitted Exceptions. 14. ALLOCATION OF COSTS. 14.1 Buyer’s Costs. Buyer shall pay any escrow fees or similar charges of Escrow Holder, all charges for the Title Policy, and Surveys if elected by Buyer, and the cost of recording the Grant Deed and any other recording charges. 14.2 Miscellaneous Costs. Except to the extent otherwise specifically provided herein, all other expenses incurred by Seller and Buyer with respect to the negotiation, documentation and closing of this transaction, including, without limitation, attorneys’ fees, shall be borne and paid by the party incurring same. 15. CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental entity (other than the City of La Quinta) shall commence any proceedings of or leading to eminent domain or similar type proceedings to take all or any portion of the Property, Buyer or Seller shall promptly meet and confer in good faith to evaluate the effect of such action on the purposes of this Agreement. 16. DAMAGE. If the Property is damaged or destroyed by any casualty (a “Casualty”) after the Effective Date, but prior to the Closing, and the costs to repair or restore same shall exceed Fifteen Thousand Dollars ($15,000.00) (as reasonably determined by Seller and Buyer), then Buyer shall have the option to terminate this Agreement by delivery of a Termination Notice to Seller prior to the Closing. In the alternative, if a Casualty shall occur prior to the Closing, and if Buyer does not so exercise its right to terminate, then Buyer shall proceed with the Closing and upon consummation of the transaction herein provided, Seller shall assign to Buyer all claims of Seller under or pursuant to any applicable casualty insurance coverage and all proceeds from any such casualty insurance received by Seller on account of any such Casualty, the damage from which shall not have been repaired by Seller prior to the Closing, and provide Buyer with a credit against the Purchase Price in an amount equal to the deductible under such casualty insurance coverage. Seller agrees to execute any documents reasonably necessary to effectuate the provisions of this Section 16. 17. HAZARDOUS MATERIALS. To the best of Seller’s knowledge (without any obligation of Seller to further investigate), the Property has not at any time been used for the purposes of storing, manufacturing, releasing or dumping Hazardous Materials. For purposes of this Agreement, the term “Hazardous Materials” shall mean (1) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to, substances deemed as “hazardous wastes,” “hazardous materials,” “hazardous substances,” “toxic substances,” “pollutants,” “contaminants,” “radioactive materials,” or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act (“TSCA”), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 9601, et seq.; the Clean Water Act 38 698/015610-0040 17401376.2 a01/25/22 -9- (“CWA”), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act (“CAA”), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et seq., the Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health and Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans and Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The Underground Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter 6.7, the Porter-Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively the “Environmental Laws”); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation, ordinance or common law doctrine, including any Environmental Law, now or hereafter in effect, including, but not limited to, (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) polychlorinated biphenyls (PCB’s) and (I) ureaformaldehyde. 18. 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 or introduce or release, or permit the introduction or release, of any Hazardous Materials in, from, under, or on the Property. 19. MISCELLANEOUS. 19.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors, and assigns. Neither party to this Agreement may assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent and approval of the other party, which consent and approval shall not be unreasonably withheld. No provision of this Agreement is intended nor shall in any way be construed to benefit any party not a signatory hereto or to create a third party beneficiary relationship. 19.2 Notices. All notices under this Agreement shall be effective upon personal delivery, upon delivery by reputable overnight courier service that provides a receipt with the date and time of delivery, or two (2) business days after deposit in the United States mail, registered, certified, postage fully prepaid and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing: 39 698/015610-0040 17401376.2 a01/25/22 -10- To Seller: Jay F. Mannino, Trustee ___________________ ___________________ with copy to: MANNINO LIVING TRUST 9276 E VASSAR AVE DENVER CO 80231 To Buyer: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Attn: City Manager with copy to: Rutan & Tucker, LLP 18575 Jamboree Rd, 9th Floor Irvine, California 92612 Attn: William H. Ihrke 19.3 Fair Meaning. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. 19.4 Headings. The headings at the beginning of each numbered Section of this Agreement are solely for the convenience of the parties hereto and are not a part of this Agreement. 19.5 Choice of Laws; Litigation Matters. This Agreement shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Agreement. Service of process on Buyer shall be made in accordance with California law. Service of process on Seller shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 19.6 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. 19.7 Gender; Number. As used in this Agreement, masculine, feminine, and neuter gender and the singular or plural number shall be deemed to include the others wherever and whenever the context so dictates. 19.8 Survival. This Agreement and all covenants to be performed after the Closing, and, except as otherwise set forth herein, all representations and warranties contained herein, shall survive the Closing Date and shall remain a binding contract between the parties hereto. 40 698/015610-0040 17401376.2 a01/25/22 -11- 19.9 Time of Essence. Time is of the essence of this Agreement and of each and every term and provision hereof, it being understood that the parties hereto have specifically negotiated the dates for the completion of each obligation herein. 19.10 Time Period Computations. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and California state or national holidays unless the reference is to business days, in which event such weekends and holidays shall be excluded in the computation of time and provide that if the last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or California state or national holiday, such act or notice shall be deemed to have been timely performed or given on the next succeeding day which is not a Saturday, Sunday or California state or national holiday. 19.11 Waiver or Modification. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 19.12 Broker’s Fees. Seller and Buyer represent and warrant to the other that neither Buyer nor Seller has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorney’s fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with the conveyance of the Property arising out of agreements by the indemnifying party to pay any commission or finder’s fee. 19.13 Duplicate Originals. This Agreement may be executed in any number of duplicate originals or counterparts, all of which shall be of equal legal force and effect. 19.14 Severability. If any term, covenant or condition of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons, entities, or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 19.15 Exhibits. The following exhibits are attached hereto and incorporated herein by this reference: Exhibit “A” Legal Description of Property Exhibit “B” Grant Deed Exhibit “C” Non-Foreign Affidavit 19.16 Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering 41 698/015610-0040 17401376.2 a01/25/22 -12- into this Agreement does not violate any provision of any other agreement to which such party is bound. 19.17 Entire Agreement; Amendment. Except as set forth above, this Agreement and the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to the matters contained herein, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions of this Agreement may be amended or modified in any manner whatsoever except by an agreement in writing signed by duly authorized officers or representatives of each of the parties hereto. [END -- SIGNATURE PAGE FOLLOWS] 42 698/015610-0040 17401376.2 a01/25/22 -13- 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. 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: William H. Ihrke, City Attorney [signatures continue on next page] 43 698/015610-0040 17401376.2 a01/25/22 -14- SELLER: Jay F. Mannino, as Trustee of the Jay F. Mannino Trust created u/d/t dated January 26, 2009 By: Jay F. Mannino, Trustee By: ________________________________ _________________________, Trustee Jodi Elizabeth Mannino, as her sole and separate property By: Jodi Elizabeth Mannino, an individual By: ________________________________ Name:___________________________ Title: ___________________________ Jan Marie Satterfield, as her sole and separate property By: Jan Marie Satterfield, an individual, By: ________________________________ Name:___________________________ Title: ___________________________ Philip N. Binder, Trustee of the Jason Michael Mannino Trust U/I/D March 5, 1986 By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee [signatures continue on next page] 44 698/015610-0040 17401376.2 a01/25/22 -15- SELLER (continued): Christopher J. Mannino, Trustee of the Mannino Living Trust dated May 30, 2014, as his sole and separate property By: Christopher J. Mannino, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Lindsay Rae Satterfield Trust By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Emily Rose Satterfield Trust By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Hailee Ann Satterfield Trust, as their interest appears of record By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee [end of signatures] 45 698/015610-0040 17401376.2 a01/25/22 -16- Stewart Title of California, Inc. agrees to act as Escrow Holder in accordance with the terms of this Agreement that are applicable to it. STEWART TITLE OF CALIFORNIA, INC. By: Name: Its: Escrow Officer 46 698/015610-0040 17401376.2 a01/25/22 -17- EXHIBIT “A” LEGAL DESCRIPTION OF PROPERTY The real property and improvements thereon situated in the State of California, County of Riverside, City of La Quinta, are described as follows: 47 698/015610-0040 17401376.2 a01/25/22 -18- EXHIBIT “B” FORM OF GRANT DEED [SEE ATTACHED] 48 698/015610-0040 17401376.2 a01/25/22 Page 1 of 4 RECORDING REQUESTED BY AND: WHEN RECORDED MAIL TO: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Attn: City Manager Space above this line for Recorder’s Use Exempt from Recordation Fee per Gov. Code § 27383 MAIL TAX STATEMENTS TO: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Attn: City Manager The undersigned declares exemption under the following: Exempt from recording fee pursuant to Government Code Section 27383; recorded by a municipality Exempt from documentary transfer tax pursuant to Revenue and Taxation Code Section 11922; government agency acquiring title Order No. Escrow No. GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the following: Jay F. Mannino, as Trustee of the Jay F. Mannino Trust created u/d/t dated January 26, 2009; Jodi Elizabeth Mannino, as her sole and separate property; Jan Marie Satterfield, as her sole and separate property; Philip N. Binder, Trustee of the Jason Michael Mannino Trust U/I/D March 5, 1986; Christopher J. Mannino, Trustee of the Mannino Living Trust dated May 30, 2014, as his sole and separate property; Philip N. Binder, Trustee of the Lindsay Rae Satterfield Trust; Philip N. Binder, Trustee of the Emily Rose Satterfield Trust; and Philip N. Binder, Trustee of the Hailee Ann Satterfield Trust, as their interest appears of record (collectively, the “GRANTOR”), hereby grants, conveys, and transfers to the CITY OF LA QUINTA, a California municipal corporation and charter city, the real property in the City of La Quinta, County of Riverside, State of California, described on Attachment No. 1 attached hereto and incorporated herein by reference (the “Property”). [continued on following page] 49 698/015610-0040 17401376.2 a01/25/22 Page 2 of 4 The Property conveyed hereby is subject to all matters of record. SELLER: Jay F. Mannino, as Trustee of the Jay F. Mannino Trust created u/d/t dated January 26, 2009 By: Jay F. Mannino, Trustee By: ________________________________ _________________________, Trustee Jodi Elizabeth Mannino, as her sole and separate property By: Jodi Elizabeth Mannino, an individual By: ________________________________ Name:___________________________ Title: ___________________________ Jan Marie Satterfield, as her sole and separate property By: Jan Marie Satterfield, an individual, By: ________________________________ Name:___________________________ Title: ___________________________ Philip N. Binder, Trustee of the Jason Michael Mannino Trust U/I/D March 5, 1986 By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee [signatures continue on next page] 50 698/015610-0040 17401376.2 a01/25/22 Page 3 of 4 SELLER (continued): Christopher J. Mannino, Trustee of the Mannino Living Trust dated May 30, 2014, as his sole and separate property By: Christopher J. Mannino, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Lindsay Rae Satterfield Trust By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Emily Rose Satterfield Trust By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Hailee Ann Satterfield Trust, as their interest appears of record By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee [end of signatures] 51 698/015610-0040 17401376.2 a01/25/22 Page 4 of 4 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) 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) 52 698/015610-0040 17401376.2 a01/25/22 Page 5 of 4 CERTIFICATE OF ACCEPTANCE This Certificate of Acceptance is to certify that the interest in real property conveyed by the grant deed dated __________________, from INSERT___________ (“Grantor”), to the CITY OF LA QUINTA, a California municipal corporation and charter city (“Grantee”), is hereby accepted by order of the CITY OF LA QUINTA pursuant to authority conferred on by Resolution No. 2012-008, adopted by the Grantee’s City Council on April 17, 2012, and Grantee hereby consents to recordation thereof by its duly authorized officer. Date: “GRANTEE” CITY OF LA QUINTA By:___________________________________ Jon McMillen, City Manager 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) 53 698/015610-0040 17401376.2 a01/25/22 -6- ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION OF REAL PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: 54 698/015610-0040 17401376.2 a01/25/22 -7- EXHIBIT “C” AFFIDAVIT OF NON-FOREIGN ENTITY TO: CITY OF LA QUINTA (“Buyer”) The Internal Revenue Code of 1954 (“Code”) (26 U.S.C. Sections 1445, 7701) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon transfer of that certain U.S. real property interest described in Exhibit “A” to the Agreement for Purchase and Sale and Escrow Instructions dated _______________, 2021, and incorporated herein by reference (“Property”), that the undersigned (“Seller”) hereby certifies the following: 1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and 2. The U.S. taxpayer identification number for Seller is _____________________; and 3. The address for mailing purposes of Seller is: __________________________________; and 4. Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller. [signatures on next page] 55 698/015610-0040 17401376.2 a01/25/22 -8- SELLER: Jay F. Mannino, as Trustee of the Jay F. Mannino Trust created u/d/t dated January 26, 2009 By: Jay F. Mannino, Trustee By: ________________________________ _________________________, Trustee Jodi Elizabeth Mannino, as her sole and separate property By: Jodi Elizabeth Mannino, an individual By: ________________________________ Name:___________________________ Title: ___________________________ Jan Marie Satterfield, as her sole and separate property By: Jan Marie Satterfield, an individual, By: ________________________________ Name:___________________________ Title: ___________________________ Philip N. Binder, Trustee of the Jason Michael Mannino Trust U/I/D March 5, 1986 By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee [signatures continue on next page] 56 698/015610-0040 17401376.2 a01/25/22 -9- SELLER (continued): Christopher J. Mannino, Trustee of the Mannino Living Trust dated May 30, 2014, as his sole and separate property By: Christopher J. Mannino, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Lindsay Rae Satterfield Trust By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Emily Rose Satterfield Trust By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee Philip N. Binder, Trustee of the Hailee Ann Satterfield Trust, as their interest appears of record By: Philip N. Binder, Trustee By: ________________________________ _________________________, Trustee [end of signatures] 57 698/015610-0040 17401376.2 a01/31/22 -10- AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS BY AND BETWEEN JAY F. MANNINO, AS TRUSTEE OF THE JAY F. MANNINO TRUST CREATED U/D/T DATED JANUARY 26, 2009; JODI ELIZABETH MANNINO, AS HER SOLE AND SEPARATE PROPERTY; JAN MARIE SATTERFIELD, AS HER SOLE AND SEPARATE PROPERTY; PHILIP N. BINDER, TRUSTEE OF THE JASON MICHAEL MANNINO TRUST U/I/D MARCH 5, 1986; CHRISTOPHER J. MANNINO, TRUSTEE OF THE MANNINO LIVING TRUST DATED MAY 30, 2014, AS HIS SOLE AND SEPARATE PROPERTY; PHILIP N. BINDER, TRUSTEE OF THE LINDSAY RAE SATTERFIELD TRUST; PHILIP N. BINDER, TRUSTEE OF THE EMILY ROSE SATTERFIELD TRUST; AND PHILIP N. BINDER, TRUSTEE OF THE HAILEE ANN SATTERFIELD TRUST, AS THEIR INTEREST APPEARS OF RECORD (COLLECTIVELY, THE “SELLER”) AND CITY OF LA QUINTA (“BUYER”) 58 TABLE OF CONTENTS Page 698/015610-0040 17401376.2 a01/25/22 -i- 1. PROPERTY ...................................................................................................................... 1   2. PURCHASE PRICE ......................................................................................................... 1  2.1 Amount ................................................................................................................. 1  2.2 Deposit of Purchase Price ..................................................................................... 1  3. ESCROW .......................................................................................................................... 1  3.1 Opening of Escrow ............................................................................................... 1  3.2 Escrow Instructions ............................................................................................... 2  4. TITLE MATTERS ............................................................................................................ 2  5. RIGHT OF ENTRY .......................................................................................................... 3  6. CLOSE OF ESCROW ...................................................................................................... 3  6.1 Close of Escrow; Closing Date ............................................................................. 3  6.2 Recordation; Release of Funds and Documents ................................................... 3  7. DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER ............. 4  7.1 Buyer’s Obligations .............................................................................................. 4  7.2 Seller’s Obligations ............................................................................................... 4  8. TITLE INSURANCE POLICY ........................................................................................ 4  8.1 Title Policy ............................................................................................................ 4  8.2 Payment for Title Policy ....................................................................................... 5  9. REAL PROPERTY TAXES AND ASSESSMENTS ...................................................... 5  10. CONDITIONS PRECEDENT TO CLOSING ................................................................. 5  10.1 Conditions Precedent to Buyer’s Obligations ....................................................... 5  10.2 Conditions Precedent to Seller’s Obligations ....................................................... 6  11. NOTICE OF DEFAULT................................................................................................... 6  12. WAIVER OF DAMAGES, SPECIFIC PERFORMANCE .............................................. 6  13. POSSESSION ................................................................................................................... 7  14. ALLOCATION OF COSTS ............................................................................................. 7  14.1 Buyer’s Costs ........................................................................................................ 7  14.2 Miscellaneous Costs .............................................................................................. 7  59 Page 698/015610-0040 17401376.2 a01/25/22 -ii- 15. CONDEMNATION .......................................................................................................... 7  16. DAMAGE ......................................................................................................................... 7  17. HAZARDOUS MATERIALS .......................................................................................... 8  18. COVENANTS OF SELLER ............................................................................................ 8  19. MISCELLANEOUS ......................................................................................................... 9  19.1 Assignment ........................................................................................................... 9  19.2 Notices .................................................................................................................. 9  19.3 Fair Meaning ......................................................................................................... 9  19.4 Headings ............................................................................................................... 9  19.5 Choice of Laws; Litigation Matters ...................................................................... 9  19.6 Nonliability of Buyer and Seller Officials .......................................................... 10  19.7 Gender; Number.................................................................................................. 10  19.8 Survival ............................................................................................................... 10  19.9 Time of Essence .................................................................................................. 10  19.10 Time Period Computations ................................................................................. 10  19.11 Waiver or Modification ....................................................................................... 10  19.12 Broker’s Fees ...................................................................................................... 10  19.13 Duplicate Originals ............................................................................................. 10  19.14 Severability ......................................................................................................... 10  19.15 Exhibits ............................................................................................................... 11  19.16 Authority ............................................................................................................. 11  19.17 Entire Agreement; Amendment .......................................................................... 11  EXHIBITS Exhibit “A” Legal Description of Property Exhibit “B” Form of Grant Deed Exhibit “C” Form of Affidavit of Non-Foreign Entity 60 POWER POINTS JOINT SPECIAL CITY COUNCIL & HOUSING AUTHORITY MEETING FEBRUARY 01, 2022 2/2/2022 36 Joint Special City Council and Housing Authority Meeting February 1, 2022 Joint Special City Council and Housing Authority Meeting February 1, 2022 B1 – Adopt Resolutions, Appropriate Funds, and Authorize Transfer related to Land Acquisition 71 72 2/2/2022 37 Acquisition Overview •15.14 Acre Parcel, $13/SF –Total  Acquisition Cost: $8.6M •Strategic vacant parcel on 111 Corridor •Purchase promotes: –Affordable Housing, satisfies RHNA –111 Corridor Plan component6 –CV Link component –Economic development 73 74 2/2/2022 38 Acquisition Process •Purchase Agreement with City as Buyer •Housing Authority to fund purchase •Transfer  ownership from City to Authority Available Fund Balances Fund Fund Balance* Housing Authority $11,493,924 Low-Mod Housing $2,820,873 2011 Bond $15,001,279 Total $29,316,076 *Estimated as of January 2022 75 76 2/2/2022 39 77 78