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Home My WebLink AboutA8682 - WARRIOR GOLF LLCProject: Ramon Road Widening Project Project No.: Federal Project No. BHLS 5282 (040) APN: 677-420-023 PURCHASE AND SALE AGREEMENT OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS, (the "Agreement"), is made and entered into as of -Febr4a,�y I%"L 4 , 2021, by and between the City of Palm Springs, a California charter City and municipal corporation ("Buyer"), and Warrior Golf, LLC, a Delaware limited liability company ("Seller"), with references to the following facts. Buyer and Seller are individually referred to as "Party," and collectively referred to as the "Parties". RECITALS A. Seller is the owner of certain real property located in the City of Palm Springs, (the "City"), the County of Riverside (the "County"), State of California (the "State"), which is identified by Assessor Parcel Number 677-420-023 (referred to as the "Property"). B. Buyer desires to acquire from Seller portions of the Property, more particularly described and depicted on Exhibits A-1, A-2, and A-3, and B-1, B-2, and B-3 attached hereto (Exhibit A-1 being the "Right -of -Way", Exhibit A-2 being the "Slope Easement", and Exhibit A-3 being the "Channel Structure Easement", collectively referred to as the "Rights -of -Way"), for various public purposes including street rights -of -way and public utilities. C. Buyer also desires to obtain from Seller a temporary construction easement (the "Temporary Construction Easement") over a portion of the Property, and Seller hereby agrees to authorize Buyer and its assignees, including its contractor(s), to enter, for a limited duration and term subject to the conditions herein this Agreement, a portion of the Property, as described on the attached legal description referenced as Exhibit C, and shown on the attached map referenced as Exhibit D attached hereto (collectively referred to as the "Easement Area"). D. Seller desires to convey to Buyer, and Buyer desires to acquire from Seller the Rights -of -Way and the Temporary Construction Easement, in accordance with the terms and conditions contained in this Agreement. NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by Seller, Buyer and Seller hereby agree as follows: AGREEMENT Page 2 Purchase And Sale Agreement of Real Property and Escrow Instructions 55575.40001\33510251.3 1. PURCHASE AND SALE. 1.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to acquire and purchase from Seller, the Rights -of -Way, as legally described on Exhibits A-1, A-2, and A-3 and depicted on Exhibits B-1, B-2, and B-3, and all of Seller's right, title and interest in and to any and all entitlements, tenements, hereditaments, easements, easement rights, rights to half -widths of all adjacent public streets and public rights of way, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant thereto and all improvements located thereon. 1.2 Purchase Price. 1.2.1 Rights -of -Way. The purchase price, ("Purchase Price"), for the Rights - of -Way shall be Two Thousand Nine Hundred Eight -Eight Dollars and 00/100 ($2,988.00) payable in cash on the Closing Date (as defined below), plus applicable escrow, associated fees, and other charges. 1.2.2 Temporary Construction Easement. Buyer shall compensate Seller for the Temporary Construction Easement in the amount of Two Thousand Twelve Dollars and 001100 ($2,012.00). 1.2.3 Mitigation Compensation. Buyer shall compensate Seller for mitigation work in the amount of Six Hundred Fifty -Seven Thousand Seven Hundred Forty -Four Dollars and 00/100 ($657,744.00) for Hole #3 Temporary Tee, Hole #5 and Hole #6 Tee Complex, Hole #11 Tee, and Hole #15 Temporary Cart Path. This amount is based on the second lowest of three bids submitted by the Seller attached as Addendum 1. 1.2.4 Loss of Business Goodwill Compensation. Buyer shall compensate Seller for the loss of business goodwill as part of the purchase in the amount of Five Hundred Seventy -Nine Thousand Dollars and 00/100 ($579,000.00). 1.2.5 Total Purchase Price. The total purchase price shall be One Million, Two Hundred Forty -One Thousand Seven Hundred Forty -Four Dollars and 00/100. ($1,241,744.00) ("Total Purchase Price"). Buyer shall pay seller the Total Purchase Price in cash on the Closing Date, as defined below. 1.3 Full and Complete Settlement. Seller and Buyer hereby acknowledge that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of Buyer's acquisition of the Rights -of -Way, specifically including, but not limited to, any and all rights or claims that Seller has, may have or may in the future have under Article 1, Section 19 of the California Constitution, the Eminent Domain Law, or any other law or regulation, except as provided herein Seller, on behalf of itself and its successors and assigns, hereby expressly and unconditionally waives and releases and discharges Buyer and any and all of Buyer's employees, agents, officers, servants, representatives, contractors, attorneys, partner agencies and assigns from liability in regard to any and all claims for damages, Purchase And Sale Agreement of Real Property and Escrow Instructions Page 3 55575.40001\33510251.3 severance damages, interest, loss of goodwill, lost profits, lost rents, damages to or loss of improvements pertaining to the realty, machinery, fixtures, inventory, equipment and/or personal property, claims for inverse condemnation, pre -condemnation damages, any claims for attorney's fees, statutory interest and/or costs or any other compensation or benefits, other than for payment of the Total Purchase Price, it being understood that the Total Purchase Price constitutes complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever, whether known or unknown as of the date of this Agreement, relating to or in connection with the Rights -of -Way or any other rights granted under this Agreement. 1.4 Temporary Construction Easement. Seller agrees to grant to Buyer, its authorized agents or contractors, a non-exclusive Temporary Construction Easement and right of way over, on, under, in, across, along and through the Property in the same form as that attached hereto as Exhibit "C" for all purposes necessary to facilitate and accomplish the construction and installation of various public street improvements associated with the Ramon Road Widening Project, Federal Project No. BHLS-5282(040), ("Project"). 1.4.1 Description. The Temporary Construction Easement, used during construction of the Project consists of approximately 20,264 square feet as described on the attached legal description, referenced as Exhibit "D", and shown on the attached map, referenced as Exhibit "E". 1.4.2 Term. It is agreed and confirmed by the Parties hereto that notwithstanding other provisions in this Agreement, the right to enter and use the Easement Area by the Buyer, including the right to remove, dispose and restore improvements, shall commence twelve (12) months after the date that Buyer delivers to Seller a Notice of Commencement to enter and use the Easement Area and shall expire, or shall be of no force or effect if Buyer fails to deliver to Seller such Notice of Commencement, upon the earlier to occur of: (i) the completion of the improvements by Buyer within Easement Area or (ii) five (5) years from the Close of Escrow. Upon the Buyer's recordation of a Notice of Completion for the Project with the Riverside County Recorder's Office, the Temporary Construction Easement granted herein shall be automatically surrendered by Buyer, and Buyer's interests thereto shall be automatically reverted to Seller as if quitclaimed by Buyer, and shall no longer represent any title interest of or to Seller's Property. Nevertheless, if requested by Seller following such termination, Buyer will execute a quitclaim deed confirming such termination. 1.4.3 Permitted Activities. The rights granted herein include the right to enter upon and to pass and repass over and along the Easement Area, and to deposit tools, implements and other materials thereon by Buyer, or its successors and assigns, its officers, agents and employees, and by persons or entities under contract with Buyer, its successors and assigns, wherever and whenever necessary for the purpose of completing the Project in accordance with applicable laws. The Buyer's activities may involve surveying, staking, excavation, grading, and other related uses that are reasonably Purchase And Sale Agreement of Real Property and Escrow Instructions Page 4 55575.40001\33510251.3 required to construct the Project. Buyer agrees not to damage Seller's Property or the contiguous or adjacent property owned by Seller in the process of performing such activities and agrees to repair such direct or indirect damage, at Buyer's sole cost. At all times during the term of this Agreement (and during construction of the Project), Seller's property will remain accessible for Seller's, or its employees', agents' or invitees', ingress and egress. 1.4.4 Condition of Property at Termination. At the termination of the period of use of the Easement Area by Buyer, but before its relinquishment to Seller, debris generated by Buyer's use will be removed and the surface will be graded, restored and left in substantially the same condition as existed prior to the commencement of the Project. At the termination of the period of use of the Easement Area by Buyer, the Buyer and its successors and assignees in interest shall maintain, repair and restore the improvements in substantially the same condition as existed immediately prior to the commencement of the Project, including and without limitation all structures, sidewalks, parking areas, landscape, irrigation, lighting, signs, walls, and fences between the curb and property line, in a first class condition, free from waste and debris, and in accordance with all applicable law, rules, ordinances, and regulations of all federal, state, and local bodies and agencies having jurisdiction at the Buyer's sole expense. This condition shall be included in the recorded covenant agreement for the property if required by the Seller. 1.4.5 Si n. During the term of the Temporary Construction Easement, Buyer and Buyer's contractors agree to (i) use commercially reasonable efforts not to disturb the billboard sign located within the Easement Area (the "Billboard") and the operation of the Billboard, (ii) use commercially reasonable efforts to section off the Billboard and the area surrounding the Billboard from Project work, and (iii) in the event Buyer or Buyer's contractors damage the Billboard, the Billboard's foundation, the Billboard's electrical systems, or area surrounding the Billboard in connection with the exercise of the rights granted hereunder, Buyer or Buyer's contractors shall repair such damage and restore all affected portions to the original condition which existed immediately prior to the commencement of the Temporary Construction Easement, at their sole cost and expense. 1.4.6 Indemnification. Buyer (or its contractor) shall indemnify, defend and hold harmless Seller from all losses, liabilities, costs, damages, expenses, causes of action, suits, claims or judgments, including attorney's fees and costs, (collectively, "Claims") arising out of or in connection with any act or omission of Buyer, its employees, representatives, agents, suppliers or subcontractors, pursuant to this exercise of its rights to use the Temporary Construction Easement or otherwise, provided, however, that the foregoing duty to defend, indemnify and hold harmless the Seller from and against any Claims shall not apply to any Claims arising from the negligence or intentional misconduct of Seller. 1.4.7 The provisions of this Section 1.4 shall survive the Close of Escrow for the period of the Temporary Construction Easement. Purchase And Sale Agreement of Real Property and Escrow Instructions Page 5 55575.40001\33510251.3 1.5 Performance of Mitigation Work by Seller. Seller shall use commercially reasonable efforts to complete the mitigation work that Seller is being compensated for in Section 1.2.3, and is reflected in Addendum 1, on or before the commencement date of the Temporary Construction Easement. 2.1 Opening of Escrow. Within five (5) business days after execution of this Agreement by the last of Seller or Buyer, Buyer shall open an escrow, (the "Escrow"), with Commonwealth Land Title, at the address set forth in Section 6.13, ("Escrow Holder"), by depositing with Escrow Holder this Agreement fully executed, or executed counterparts hereof. The date this fully executed Agreement is signed and accepted by Escrow Holder on the last page hereof shall be deemed the "Opening of Escrow" and Escrow Holder shall advise Buyer and Seller of such date in writing. The escrow instructions shall incorporate this Agreement as part thereof and shall contain such other standard and usual provisions as may be required by Escrow Holder, provided, however, that no escrow instructions shall modify or amend any provision of this Agreement, unless expressly set forth in writing by mutual consent of Buyer and Seller. In the event there is a conflict between any such standard or usual provisions and the provisions of this Agreement, the provisions of this Agreement shall control. 2.2 Escrow Fees and Other Charges. At the Close of Escrow, Buyer agrees to pay all of Seller's and Buyer's escrow fees, charges and costs incurred in this transaction, including (i) all sales, gross receipts, documentary, transfer, deed or similar taxes or fees (City, County and State) payable in connection with the consummation of the transactions contemplated by this Agreement, if any, (ii) the premium for the Title Policy, if any, and (iii) the costs of recording the Rights -of -Way Grant Deed, Slope Easement Grant Deed, Channel Structure Easement Grant Deed and Temporary Construction Easement. 2.3 Closing Date; Conditions Precedent to Close of Escrow. Provided all of the conditions precedent set forth in this Section 2.3 have been satisfied (or are in a position to be satisfied concurrently with the Close of Escrow), the Close of Escrow shall occur on or before February , 2021 at 5:00 p.m. PT (the "Closing Date"), unless otherwise extended by mutual agreement. As used in this Agreement, the "Close of Escrow" shall mean the date the Rights -of -Way Grant Deed, Slope Easement Grant Deed and Channel Structure Easement Grant Deed, as provided in Section 2.4.2(a) hereof, are recorded in the Official Records of the County. 2.3.1 Conditions to Buyer's Obligations. The Close of Escrow and Buyer's obligation to purchase the Rights -of -Way are subject to the satisfaction of the following conditions or Buyer's written waiver of such conditions on or before the Closing Date. Buyer may waive in writing any or all of such conditions in its sole and absolute discretion. (a) The Purchase Price shall have been determined in accordance with Section 1.2; and Purchase And Sale Agreement of Real Property and Escrow Instructions Page 6 55575.40001\33510251.3 (b) Seller shall have performed all obligations to be performed by Seller pursuant to this Agreement; and (c) No event or circumstance shall have occurred which would make any of Seller's representations, warranties and covenants set forth herein untrue as of the Close of Escrow; and (d) There shall have occurred no material adverse change in the physical condition of the Rights -of -Way (such as those caused by natural disasters) which would render the Rights -of -Way unsuitable for Buyer's intended use or which would materially increase the cost or cause a material delay in the schedule for Buyer's planned improvements of the Rights -of -Way; and (e) The Title Company shall be committed to issue to Buyer, as of the Closing Date, the Title Policy (defined below) covering the Rights -of -Way, subject only to the Permitted Exceptions; and (f) All monetary encumbrances, if any, shall have been reconveyed and title shall be conveyed free of all monetary encumbrances. Title to the Rights -of -Way shall be conveyed to Buyer free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases and taxes except for any non - delinquent taxes for the fiscal year in which this transaction closes which shall be cleared and paid in the manner required by Section 4986 of the Revenue and Taxation Code, if unpaid at the close of this transaction. 2.3.2 Conditions to Seller's Obligations. The Close of Escrow and Seller's obligation to sell and convey the Rights -of -Way are subject to the satisfaction of the following conditions or Seller's written waiver of such conditions on or before the Closing Date. Seller may waive in writing any or all of such conditions as a condition to the Close of Escrow in its sole and absolute discretion. (a) The Purchase Price shall have been determined in accordance with Section 1.2; and (b) Buyer shall have performed all obligations to be performed by Buyer pursuant to this Agreement; and (c) No event or circumstance shall have occurred which would make any of Buyer's representations, warranties and covenants set forth herein untrue as of the Close of Escrow. 2.3.3 Waiver of a Condition Does Not Excuse Performance. If any condition precedent to the Close of Escrow is expressly waived, in writing, as a condition to the Close of Escrow by the Party for whose benefit such condition exists, then, to the extent such condition is capable of being satisfied following the Close of Escrow, such condition shall become a condition subsequent to the Close of Escrow and shall be satisfied by the Party Purchase And Sale Agreement of Real Property and Escrow Instructions Page 7 55575.40001\33510251.3 whose performance is required to satisfy such condition as soon as reasonably possible following the Close of Escrow. 2.4 Closing Documents. The Parties shall deposit the following with Escrow Holder no less than one (1) business day prior to the Close of Escrow: 2.4.1 Buyer's Deposits. Buyer shall deposit: (a) The Total Purchase Price, plus or minus any applicable credits, prorations and adjustments as set forth herein; (b) The Certificates of Acceptance for the Rights -of -Way Grant Deed, Slope Easement Grant Deed, and Channel Structure Easement Grant Deed, as reasonably acceptable to Seller or as in the forms of Exhibits F-1, F-2 and F-3 attached hereto; and (c) The Certificate of Acceptance for the Temporary Construction Easement as in the form of Exhibit C attached hereto. 2.4.2 Seller's Deposits. Seller shall deposit: (a) The Rights -of -Way Grant Deed, Slope Easement Grant Deed, and Channel Structure Easement Grant Deed as in the form of Exhibits F-1, F-2, and F-3 attached hereto; and (b) The Temporary Construction Easement as in the form of Exhibit C attached hereto; (c) Subject to Section 2.5.1 below, an executed Affidavit of Non - foreign Status in the form of Exhibit G attached hereto and such other documentation necessary to exempt Seller from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder; and (d) Subject to Section 2.5.1 below, a Withholding Exemption Certificate Form 593 as contemplated by California Revenue and Taxation Code §18662 (the "Withholding Affidavit") duly executed by Seller. 2.4.3 Deposits of Additional Instruments. Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to proceed to the Close of Escrow and consummate the conveyance of the Rights - of -Way and Temporary Construction Easement from Seller to Buyer in accordance with the terms of this Agreement. 2.5 Closing. 2.5.1 Withholding. In the event that, pursuant to Section 2.4.2(c) above, Seller fails to deposit with Escrow Holder the executed Affidavit of Non -foreign Taxpayer Purchase And Sale Agreement of Real Property and Escrow Instructions Page 8 55575.40001\33510251.3 Status which exempts Seller from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, Seller hereby authorizes Escrow Holder to withhold ten percent (10%) of the Purchase Price of the Rights -of -Way less any applicable closing costs and to report and transmit the withheld amount to the Internal Revenue Service. Additionally, in the event that, pursuant to Section 2.4.2(d) above, Seller fails to deposit with Escrow Holder any applicable tax document which exempts Buyer from California withholding requirements, if any, Seller hereby authorizes Escrow Holder to withhold such additional percentage of the Purchase Price of the Rights -of -Way as is required by California law, and Escrow Holder shall report and transmit the withheld amount in the manner required by California law. By agreeing to act as Escrow Holder hereunder, Escrow Holder expressly agrees to undertake and be responsible for all withholding obligations imposed pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and under any similar provisions of California law, and shall defend, indemnify and hold Buyer harmless in connection with such obligations. 2.5.2 Necessary Actions of Escrow Holder. On the Close of Escrow, Escrow Holder shall: (a) record the Rights -of -Way Grant Deed, Slope Easement, Channel Structure Easement and Temporary Construction Easement in the Office of the County Recorder of the County, (b) pay any transfer taxes, (c) instruct the County Recorder to return the Rights -of -Way Grant Deed, Slope Easement Grant Deed, Channel Structure Easement Grant Deed and Temporary Construction Easement to Buyer, (d) distribute to Seller the Total Purchase Price, plus or minus the amounts determined in accordance with the provisions of this Agreement, (e) deliver to Buyer the Title Policy covering the Rights -of - Way subject only to the Permitted Exceptions, the Affidavit of Non -foreign Status and the applicable California withholding exemption form, if any, and (f) deliver to Seller and Buyer a final closing statement which has been certified by Escrow Holder to be true and correct. 2.5.3 Taxes and Assessments. Real property taxes and assessments shall be prorated as of the Close of Escrow on the basis of the most recent tax information and such proration shall be final. Said prorations shall be based on a three hundred sixty- five (365) day year. 2.5.4 Title and Possession. Upon the Close of Escrow, title to and exclusive possession of the Rights -of -Way shall be conveyed to Buyer, subject only to the Permitted Exceptions. 3. ACTIONS PENDING CLOSING. 3.1. Title Review. 3.1.1 Title Report. Within three (3) business days after the Opening of Escrow, Commonwealth Land Title (the "Title Company") will furnish Buyer and Seller with an updated Title Commitment on the Rights -of -Way together with legible copies of all documents referenced therein as exceptions to title and a plot plan for the Rights -of -Way showing all the locations of all easements referenced therein (collectively, the "Title Page 9 Purchase And Sale Agreement of Real Property and Escrow Instructions 55575.40001\33510251.3 Commitment") 3.1.2 Title Notices. Buyer shall have ten (10) business days after its actual receipt of the Title Commitment to deliver to Escrow Holder written notice (the "Preliminary Title Notice") of Buyer's approval, conditional approval or disapproval of the title matters disclosed in the Title Commitment. All matters not timely approved by Buyer will be deemed disapproved. All such exceptions disapproved by Buyer are referred to herein as "Disapproved Exceptions". Seller may, but shall have no obligation to, elect to eliminate or cure to Buyer's reasonable satisfaction the Disapproved Exceptions, if any, which Seller agrees to so eliminate or cure by the Close of Escrow. Buyer acknowledges and agrees that any Disapproved Exception shall be deemed ameliorated to Buyer's reasonable satisfaction to the extent Seller either causes such exception to be removed from the Title Policy or to be affirmatively insured over. If Seller does not elect to or is unable to eliminate or ameliorate any Disapproved Exceptions, Buyer shall have the right, upon delivery to Seller and Escrow Holder written notice to either: (a) waive its prior disapproval, in which event said Disapproved Exception shall be deemed approved; or (b) terminate this Agreement and the Escrow. 3.1.3 Permitted Exceptions. "Permitted Exceptions" shall mean all exceptions appearing on the Title Commitment which are: (a) standard printed exceptions in the Title Policy issued by Title Company; (b) general and special real property taxes and assessments, a lien not yet due and payable; (c) any other liens, easements, encumbrances, covenants, conditions and restrictions of record approved, or expressly waived by Buyer pursuant to this Section 3.1; (d) all matters which could be revealed or disclosed by a physical inspection or a survey of the Rights -of -Way and matters affecting the Rights -of -Way which are created by or with the written consent of Buyer or which do not materially and deleteriously affect Buyer's contemplated use of the Rights -of -Way; and (e) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Rights -of -Way. 3.2. Title Policy. Buyer's obligation to proceed to the Close of Escrow shall be conditioned upon the commitment by Title Company to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (the "Standard Coverage Policy"), showing title to the Rights -of -Way vested in Buyer with liability equal to the Purchase Price, subject only to the Permitted Exceptions. At Buyer's option, Buyer may require an ALTA Extended Coverage Owner's Policy instead of the Standard Coverage Policy provided that Buyer pays any additional premium on account thereof. The form of title policy selected by Buyer shall be referred to herein as the "Title Policy". 3.3. Right of Possession. It is agreed and confirmed by the Parties hereto that notwithstanding other provisions in this contract, the right of possession and use of the Rights -of -Way by the Buyer (or other agency), including the right to remove and dispose of improvements within the Rights -of -Way, shall commence on the Close of Escrow. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Purchase And Sale Agreement of Real Property and Escrow Instructions Page 10 55575.40001\33510251.3 4.1. Seller's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of Seller contained in other sections of this Agreement, Seller hereby represents, warrants and covenants to Buyer as follows, all of which shall survive the Close of Escrow for a period of six (6) months and any action for a breach of Seller's representations and warranties must be made and filed within said six (6) month period: 4.1.1 Seller's Authority. Seller is the sole owner in fee simple absolute of the Rights -of -Way and has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. To Seller's knowledge, the entering into and performance by Seller of the transactions contemplated by this Agreement will not violate or breach any other agreement, covenant or obligation binding on Seller, and there is no consent required from any third party before the Rights -of -Way may be conveyed to Buyer. This Agreement has been duly authorized and executed by Seller, and upon delivery to and execution by Buyer shall be a valid and binding agreement of Seller. 4.1.2 Hazardous Substances. To Seller's knowledge, during the period of ownership, neither Seller nor any third party has used, generated, manufactured, stored or disposed any Hazardous Substances in, at, on, under or about the Rights -of -Way or transported any Hazardous Substance to or from the Rights -of -Way. Additionally, to Seller's knowledge, during the period of ownership, the Seller has not received notice (a) that the Rights -of -Way is in violation, or has been or is currently under investigation for violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker health and safety, or to the environmental conditions in, at, on, under or about the Rights -of -Way including, but not limited to, soil or groundwater conditions; (b) the Rights -of -Way has been subject to, and is not within 2,000 feet of a deposit of any Hazardous Substance; (c) there has been no discharge, migration or release of any Hazardous Substance from, into, on, under or about the Rights -of -Way; (d) there is now, or has there ever been on or in the Rights -of -Way underground storage tanks or surface impoundments, any asbestos -containing materials or any polychlorinated biphenyls used in hydraulic oils, electrical transformers or other equipment, and (e) there is now, or has there ever been, debris or refuse buried in or under the Rights -of -Way which would adversely affect the development of the Rights -of -Way. Seller hereby assigns to Buyer as of the Close of Escrow all claims, counterclaims, defenses or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Substance in, at, on, under or about the Rights -of -Way. As used in this Agreement, the term "Hazardous Substances" shall have the meaning set forth on Exhibit H attached hereto. At any time prior to the Close of Escrow, Buyer shall have the right to conduct appropriate tests of water and soil to ascertain the presence of any Hazardous Substances on, in, under and about the Rights -of -Way. To Seller's knowledge, during the period of ownership, the Rights -of -Way complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Purchase And Sale Agreement of Real Property and Escrow Instructions Page 11 55575.40001\33510251.3 Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the City of Palm Springs, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. Seller agrees to indemnify, defend and hold Buyer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from the Rights -of -Way, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from the Rights -of -Way. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). 4.1.3 Mechanic's Liens. To Seller's knowledge, there are no mechanics', material men's or other claims or liens presently claimed, or which will be claimed against the Rights -of -Way, for work performed or commenced prior to the date of this Agreement or relating to the environmental condition of the Rights -of -Way. Seller agrees to hold Buyer harmless from all costs, expenses, liabilities, losses, charges and fees, including without limitation attorneys' fees, arising from or relating to any such lien or any similar lien claimed against the Rights -of -Way and arising from work performed or commenced prior to the Close of Escrow, unless performed by or at the request of Buyer. 4.1.4 Leases. Except as disclosed in the Title Commitment or Survey provided in connection with this Agreement, to Seller's knowledge, there are no leases, rental agreements or other such contracts of any kind or nature affecting possession or occupancy of the Rights -of -Way, and Seller shall not enter into any such contracts during the term of this Agreement without the prior consent of Buyer. 4.2 As -Is. Buyer has or will prior to Closing: (a) examined and inspected the Rights -of -Way and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Rights -of - Way; and Purchase And Sale Agreement of Real Property and Escrow Instructions Page 12 55575.40001\33510251.3 (b) reviewed Rights -of -Way information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction; and (c) reviewed all applicable laws, ordinances, rules and governmental regulations affecting the development, use, occupancy or enjoyment of the Rights -of -Way. Buyer shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by proceeding with this transaction, shall be deemed to have determined that the information referenced in this Section 4.2 is satisfactory to Buyer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTION 4 OF THIS AGREEMENT AND ANY WARRANTIES OF TITLE CONTAINED IN THE DEED DELIVERED AT THE CLOSE OF ESCROW ("SELLER'S WARRANTIES"), THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE RIGHTS -OF -WAY ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER'S WARRANTIES. EXCEPT FOR SELLER'S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). WITH RESPECT TO THE FOLLOWING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND: THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY SOILS, TOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE RIGHTS -OF -WAY OR ANY ASPECT THEREOF. THE CONTENT OR ACCURACY OF ANY OF THE ITEMS DELIVERED TO BUYER PURSUANT TO BUYER'S REVIEW OF THE CONDITION OF THE RIGHTS -OF -WAY. THE PROVISIONS OF THIS SECTION 4.2 SHALL SURVIVE INDEFINITELY ANY CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DOCUMENTS EXECUTED AT CLOSE OF ESCROW. Purchase And Sale Agreement of Real Property and Escrow Instructions Page 13 55575.40001\33510251.3 BUYER'S INITIALS Each of the representations and warranties made by Seller in this Agreement, or in any exhibit, or on any document or instrument delivered pursuant hereto shall be continuing representations and warranties which shall be true and correct in all material respects on the date hereof and shall be deemed to be made again as of the Close of Escrow and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement, are conditions precedent to the Close of Escrow. Seller shall immediately notify Buyer of any fact or circumstance which becomes known to Seller which would make any of the foregoing representations or warranties untrue. 4.3. Buyer's Representations and Warranties. Buyer represents and warrants to Seller as follows, all of which shall survive the Close of Escrow for a period of six (6) months and any action for a breach of Buyer's representations and warranties must be made and filed within said six (6) month period: 4.3.1 Buyer's Authority. Buyer has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by, this Agreement, and that this Agreement has been duly authorized and executed by Buyer and, upon delivery to and execution by Seller, shall be a valid and binding Agreement of Buyer; and 4.3.2 No Untrue Statements or Omissions of Fact. Neither this Agreement, nor any of the exhibits hereto, nor any document, certificate, or statement referred to herein or furnished to Seller in connection with the transaction contemplated herein (whether delivered prior to, simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material fact or omits to state a material fact in any way concerning the Rights -of -Way or otherwise affecting or concerning the transaction contemplated hereby. 4.4. Release. Subject to Seller's warranties, Buyer, on behalf of itself and all of its officers, directors, shareholders, employees, representatives and affiliated entities (collectively, the "Releasors") hereby expressly waives and relinquishes any and all rights and remedies Releasors may now or hereafter have against Seller, its successors and assigns, partners, shareholders, officers and/or directors, whether known or unknown, which may arise from or be related to (a) the physical condition, quality, quantity and state of repair of the Rights -of -Way and the prior management and operation of the Rights -of -Way, (b) any Rights -of -Way information, and (c) the Rights- of-Way's compliance or lack of compliance with any federal, state or local laws or regulations. Buyer's Initials: Purchase And Sale Agreement of Real Property and Escrow Instructions Page 14 55575.40001\33510251.3 Without limiting the generality of the foregoing, Buyer, on behalf of itself and the other releasors, hereby assumes all risk and liability resulting or arising from, or relating to the ownership, use, condition, location, maintenance, repair, or operation of, the Rights -of - Way. The foregoing waivers, releases and agreements by Buyer, on behalf of itself and the releasors, shall survive the Close of Escrow and the recordation of the documentation and shall not be deemed merged into the documents executed Close of Escrow. Each of the representations and warranties made by Buyer in this Agreement, or in any exhibit or on any document or instrument delivered pursuant hereto, shall be continuing representations and warranties which shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow, and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Buyer contained in this Agreement, are conditions precedent to the Close of Escrow. Buyer shall notify Seller immediately of any facts or circumstances which are contrary to the foregoing representations and warranties contained in this Section 4.4. 4.5. Mutual Indemnity. Seller and Buyer shall defend, indemnify and hold free and harmless the other from and against any losses, damages, costs and expenses (including attorneys' fees) resulting from any inaccuracy in or breach of any representation or warranty of the indemnifying party or any breach or default by such indemnifying party under any of such indemnifying party's covenants or agreements contained in this Agreement. The provisions of this Section 4.5 shall survive the Close of Escrow. 5. BROKERS. Seller and Buyer each represents and warrants to the other that they have not dealt with or been represented by any brokers or finders in connection with the purchase and sale of the Rights -of -Way and that no commissions or finder's fees are payable in connection with this transaction. Buyer and Seller each agree to indemnify and hold harmless the other against any loss, liability, damage, cost, claim or expense (including reasonable attorneys' fees) incurred by reason of breach of the foregoing representation by the indemnifying party. Notwithstanding anything to the contrary contained herein, the representations, warranties, indemnities and agreements contained in this Section 5 shall survive the Close of Escrow or earlier termination of this Agreement. 6. GENERAL PROVISIONS. 6.1. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument and any executed counterpart may be delivered by facsimile or electronic transmission with the same effect as if an originally executed counterpart had been delivered. 6.2. Further Assurances. Each of the Parties agrees to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may Purchase And Sale Agreement of Real Property and Escrow Instructions Page 15 55575.40001\33510251.3 be appropriate or necessary to effectuate the agreements of the Parties, whether the same occurs before or after the Close of Escrow. 6.3. Entire Agreement. This Agreement, together with all exhibits hereto and documents referred to herein, if any, constitute the entire agreement among the Parties hereto with respect to the subject matter hereof, and supersede all prior understandings or agreements. This Agreement may be modified only by a writing signed by both Parties. All exhibits to which reference is made in this Agreement are deemed incorporated into this Agreement whether or not actually attached. 6.4. Headings. Headings used in this Agreement are for convenience of reference only and are not intended to govern, limit, or aide in the construction of any term or provision hereof. 6.5. Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and failure to perform timely any of the terms, conditions, obligations or provisions hereof by either Party shall constitute a material breach of, and non -curable (but waivable) default under this Agreement by the Party so failing to perform. 6.6. Choice of Law. This Agreement and each and every related document are to be governed by, and construed in accordance with, the laws of the State of California. 6.7. Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or rendered by the adoption of a statute by the State of California or the United States invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby; provided that the invalidity or unenforceability of such provision does not materially adversely affect the benefits accruing to, or the obligations imposed upon, any Party hereunder, and the Parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. 6.8. Waiver of Covenants, Conditions or Remedies. The waiver by one Party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law, and the provisions of this Agreement for any remedy shall not exclude any other remedies unless they are expressly excluded. 6.9. Legal Advice. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of Purchase And Sale Agreement of Real Property and Escrow Instructions Page 16 55575.40001\33510251.3 the provisions hereof. The provisions of this Agreement shall be construed as to the fair meaning and not for or against any Party based upon any attribution of such Party as the sole source of the language in question. 6.10. Relationship of Parties. The Parties agree that their relationship is that of Seller and Buyer, and that nothing contained herein shall constitute either Party, the agent or legal representative of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form of business organization between the Parties hereto, nor is either Party granted the right or authority to assume or create any obligation or responsibility on behalf of the other Party, nor shall either Party be in any way liable for any debt of the other. 6.11. Attorneys' Fees. In the event that any Party hereto institutes an action or proceeding for a declaration of the rights of the Parties under this Agreement, for injunctive relief, for an alleged breach or default of, or any other action arising out of, this Agreement, or the transactions contemplated hereby, or in the event any Party is in default of its obligations pursuant thereto, whether or not suit is filed or prosecuted to final judgment, the non -defaulting party or prevailing party shall be entitled to its actual attorneys' fees and to any court costs incurred, in addition to any other damages or relief awarded. 6.12. Assignment. Buyer shall not assign its rights or delegate its obligations hereunder without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties to this Agreement. 6.13. Notices. No notice, request, demand, instruction, or other document to be given hereunder to any Party shall be effective for any purpose unless personally delivered to the person at the appropriate address set forth below (in which event such notice shall be deemed effective only upon such delivery), delivered by air courier next -day delivery (e.g. Federal Express), delivered by mail, sent by registered or certified mail, return receipt requested, or sent via telecopier, as follows: If to Buyer, to: Attn: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Facsimile No.: (760) 322-8332 Telephone No.: (760) 323-8204 If to Seller, to: Warrior Golf, LLC Attn: Jeremy Rosenthal 10100 Venice Blvd, Suite 110, Culver City, CA 90232 Telephone No.: (310) 870-3205 Email: josenthal@force10partners.com Purchase And Sale Agreement of Real Property and Escrow Instructions Page 17 55575.40001\33510251.3 With a copy to: Sheppard Mullin Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, CA 92626 Attn: Sean O'Connor, Esq. Facsimile No.: (714) 428-5961 Telephone No.: (714) 424-2846 Email: SOConnor@sheppardmullin.com If to Escrow Holder, to: Grace Kim Commonwealth Land Title 4100 Newport Place Dr Suite # 120 Newport Beach CA 92660 Facsimile No.: (714) 459-7217 Telephone No.: (949) 724-3141 Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the second day following deposit of same in any United States Post Office mailbox in the state to which the notice is addressed or on the third day following deposit in any such post office box other than in the state to which the notice is addressed, postage prepaid, addressed as set forth above. Notices sent via facsimile or email shall be deemed delivered the same business day transmitted. The addresses, addressees, and telecopy numbers for the purpose of this Section 6.13, may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written notice of change is received, the last address, addressee, facsimile number and email address stated by written notice, or provided herein if no such written notice of change has been received, shall be deemed to continue in effect for all purposes hereunder. Delivery of a copy of a notice as set forth above is as an accommodation only and is not required to effectuate notice hereunder. 6.14. Survivability. Except as otherwise expressly provided herein, none of the covenants, representations, warranties and obligations by either Party to the other shall survive the Close of Escrow or the earlier termination of this Agreement. 6.15. Release. (a) The total compensation to be paid by Buyer for the Rights -of - Way is the Total Purchase Price, which consideration covers all land and improvements, loss of business goodwill, and is the full and complete acquisition cost of the Rights -of -Way. Buyer is in compliance with the California Relocation Assistance and Property Acquisition statutes and guidelines and the Uniform Relocation Assistance and Property Acquisition Policies for Federal and Federally Assisted Programs. (b) Except for any breach of terms or conditions contained in this Agreement, Seller waives and forever releases Buyer, including its successors, officers, employees, attorneys, agents, representatives and anyone else acting on Buyer's behalf, of and from any and all claims, demands, actions or causes of action, obligations, liabilities, or claims for further compensation, known or unknown, based upon or relating to Purchase And Sale Agreement of Real Property and Escrow Instructions Page 18 55575.40001\33510251.3 the facts or allegations and circumstances arising from Buyer's acquisition of the Rights -of - Way. By such release, Seller expressly waives its rights, if any, under California Civil Code Section 1542 which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." /Z S er's Initials 6.16 City Council Approval of Agreement. This Agreement is subject to the approval of Buyer's City Council. If this Agreement remains unapproved or escrow is not opened as of February 28, 2021, then the Parties will have no further obligation under this Agreement. 6.17 Recording. Neither Party shall have the right to record this Agreement in the Recorder's Office for Riverside County. [SIGNATURES ON NEXT PAGE] Purchase And Sale Agreement of Real Property and Escrow Instructions Page 19 55575.40001\33510251.3 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. BUYER: CITY OF PALM SPRINGS, a California charter city and municipal corporation r � By. David H. Ready.0frManager ATTEST: APPROVED AS TO FORM: By: Jeffrey falringe , City Attorney SELLER: Warrior Golf, LLC, a Delaware limited liability By: Its: Exhibit List APPROVED r3Y CITY COUNCIL Exhibit A-1 -- Legal Description of the Right of Way Exhibit A-2 -- Legal Description of the Slope Easement Exhibit A-3 -- Legal Description of the Channel Structure Easement Exhibit B-1 -- Depiction of the Right of Way Exhibit B-2 -- Depiction of the Slope Easement Exhibit B-3 -- Depiction of Channel Structure Easement Exhibit C - Form of Temporary Construction Easement Exhibit D -- Legal Description of Temporary Construction Easement Exhibit E -- Depiction of Temporary Construction Easement Exhibit F-1 -- Form of Grant Deed Exhibit F-2 -- Form of Slope Easement Grant Deed Exhibit F-3 -- Form of Channel Structure Easement Grant Deed Exhibit G -- Certification of Non -foreign Taxpayer Status Exhibit H -- Hazardous Substances Definition Purchase And Sale Agreement of Real Property and Escrow Instructions Page 20 55575.40001\33510251.3 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 l-cr, ►rN(af5 On 7-1-/ 1 ,ten before me, � S�e-�V_ , Notary Public, personally appeared -e—fas-P-Ailli , who proved to me on the basis of satisfactory evidence to be the p son(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) ADII. SHEIKH Notary Public - California Los Angeles County Commission # 2297420 fwy Comm, Expires Aug 13, 2023 Purchase And Sale Agreement of Real Property and Escrow Instructions Page 21 55575.40001\33510251.3 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 , 2021 before me, , 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) Page 22 Purchase And Sale Agreement of Real Property and Escrow Instructions 55575.40001\33510251.3 ADDENDUM1 Contractor Bids ® FEM FGM nfLLQlw InkaxY3lfaT (Isu¢xOx IAfu 1p:Xxz: LlfaPxan IHnl als(X I pbYLrTRL\ RM IM �„ A3TRY 101R(Mr RwU MLL fUEn pY`N'art10A ]x11YAtIR` DNi TA(51 01'A\TRY L'10r(WT Tmu. 1L310 pF?YlIVr10V LOAJHn L;YR OCAVTRJ Cxrt(tSn IOTLL fua -tJ'.1LC i:}O.AOCG W(M(SLV<tN118.Y CYOTY(QY l MARVLY MYIn iLfH iP31115 a41ww rAtNTSUxfYRUTWM(r1YR4SaN rxMVLY rIA¢f) !Af}I f1A1M 310� r[Tn REA _ nwlmw na]mw aftroJ -f2LMC0 :p)IYuctt4 r3amauMT[uwp SIP]35E no]ww OVrfALTwllk'RAtsAunYT Qr.0 4EC11 R]m Tw rrwTXXAx(:e XYp �psuJ-fxapur 3)4Ywm nelm Sl.±fO. 4}.SJ0.0 wf1.'LUAnfnLSmRDru b+.OWw flufr3tAnxOls Sfv ilfC]n 5unorAt 1m pf3TalrTfw. f wAATm' prurcrfR JmLL plv umwf n)r OLAStIR ITur(p3 JOrLL puxRlrtlpY R 0pA31m LnlrrrLR rmLL xalXurwi f)lONfxAI.ttG fort 6O bS TO3Y LVf Sf n�fw tV tOrt 41Tf 4Of b ' b' 31.r)) Q]p mR WR. 11 NeL• sill! -S1.II]aD -MU, -S3!L}1 a fAl¢wAxfllAndl :TtlYXARY 1. 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By agreeing to act as Escrow Holder hereunder, Escrow Holder expressly agrees to undertake and be responsible for all withholding obligations imposed pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended and the regulations thereunder and California Revenue and Taxation Code §18662 and shall defend, indemnify and hold Buyer harmless in connection with such obligations. Date: COMMONWEALTH LAND TITLE By: Name: Its: Purchase And Sale Agreement of Real Property and Escrow Instructions Page 24 55575.40001\33510251.3 Exhibits "A-1", "A-2", and "A-3" LEGAL DESCRIPTION OF THE RIGHT OF WAY, SLOPE EASEMENT, CHANNEL STRUCTURE EASEMENT Exhibit "A" 55575.40001\33510251.3 Exhibit "A-1" EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES RIGHT-OF-WAY DEDICATION RIGHT-OF-WAY AREA: IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27. 2011 AS DOCUMENT NO. 2011-0183718, OF RIVERSIDE COUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17. SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 8904832" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17 AND THE CENTERLINE OF SAID RAMON ROAD, A DISTANCE OF 210.79 FEET TO A POINT ON THE EASTERLY WHITE WATER CHANNEL RIGHT- OF-WAY LINE AND THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 74*11'27" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE AND SAID EASTERLY LINE, THROUGH A CENTRAL ANGLE OF 00°04'20`, AN ARC DISTANCE OF 41.60 FEET TO A POINT ON A LINE PARALLEL WITH SAID SOUTHERLY LINE AND THE TRUE POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE SOUTH 89048'32" WEST, A DISTANCE OF 1221.48 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 30.030.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 69.1542" EAST SAID POINT ALSO BEING ON THE EASTERLY LINE OF A PORTION OF LAND DESCRIBED IN GRANT DEED RECORDED JUNE 18, 1987 AS INSTRUMENT NO. 1987-173244, OF OFFICIAL RECORDS OF SAID COUNTY: THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 00001'50", AN ARC DISTANCE OF 16,01 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 69*IT52" EAST; THENCE NON -TANGENT TO SAID CURVE NORTH 89°48'32" EAST, A DISTANCE OF 12.55 FEET; 1 OF 2 Exhibit "A" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 677-420.023 WARRIOR GOLF EQUITIES RIGHT-OF-WAY DEDICATION THENCE SOUTH 2604572" EAST, A DISTANCE OF 5.03 FEET TO A POINT ON A LINE PARALLEL WITH SAID SOUTHERLY LINE; THENCE ALONG LAST SAID PARALLEL LINE NORTH 89"48'32" EAST, A DISTANCE OF 1201.23 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 43.84 (FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 09*2743" EAST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10°14'37", AN ARC DISTANCE OF 7.84 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 74o(W47" EAST SAID POINT ALSO BEING ON SAID EASTERLY WHITE WATER CHANNEL RIGHT-OF-WAY LINE; THENCE SOUTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 00°01'20", AN ARC DISTANCE OF 12.80 FEET TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHl'S-OF- WAY OF RECORD. CONTAINING 12,895 SQUARE FEET OR 0.296 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "S" ATTACHED HERETO AND MADE A PART HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: OWUM R ROM CHARLES R. HARRIS P.L.S. 4989 * N& It's" � DATED: 1 o/7If 20F2 Exhibit "A-2" Exhibit "A" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 677-420.023 WARRIOR GOLF EQUITIES SLOPE EASEMENT SLOPE EASEMENT AREA: IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27, 2011 AS DOCUMENT NO. 2011-0183718. OF RIVERSIDE COUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 89048`32" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17 AND THE CENTERLINE OF SAID RAMON ROAD, A DISTANCE OF 210.79 FEET TO A POINT ON THE EASTERLY WHITE WATER CHANNEL RIGHT- OF-WAY LINE AND THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 74° 1 V27" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE AND SAID EASTERLY LINE, THROUGH A CENTRAL ANGLE OF 00005'40", AN ARC DISTANCE OF 64.40 FEET TO A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 43.84 FEET TO THE TRUE POINT OF BEGINNING, A RADIAL LINE TO SAID POINT BEARS SOUTH 19°442W EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10614'37", AN ARC DISTANCE OF 7.84 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 0902943" EAST; THENCE NON -TANGENT TO SAID CURVE SOUTH 89°48'32" (NEST, A DISTANCE OF 55.73 FEET; THENCE NORTH 14006'06" WEST, A DISTANCE OF 2.98 FEET; THENCE NORTH 71"01'22" WEST, A DISTANCE OF 4.27 FEET; THENCE NORTH 00056'13" EAST, A DISTANCE OF 9.28 FEET; 101`2 Exhibit "A" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUMES SLOPE EASEMENT THENCE NORTH 78053'58" EAST, A DISTANCE OF 62AO FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT SEARS NORTH 73048'48u EAST, SAID POINT ALSO BEING ON SAID EASTERLY WHITE WATER CHANNEL LINE; THENCE SOUTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL. ANGLE OF 00"31'25°, AN ARC DISTANCE OF 24.34 FEET TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. CONTAINING 1,264 SQUARE FEET OR 0.029 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT we" ATTACHED HERETO AND MADE A PART HEREOF. PREPARED BY OR UNDER THE [DIRECTION OF: CHARLES R. HARRIS DATED: Exhibit "A" 55575.40001\33510251.3 P.L.S. 4989 2OF2 CMUS R HASM Na aaea Exhibit "A-3" EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES CHANNEL STRUCTURE EASEMENT CHANNEL STRUCTURE EASEMENT AREA: IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27, 2011 AS DOCUMENT NO. 2011-0183718, OF RIVERSIDE COUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 89048'32" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17, A DISTANCE OF 288.81 FEET; THENCE NORTH 00°11'28" WEST, A DISTANCE OF 50.50 FEET TO A POINT ON A LINE PARALLEL WITH SAID RAMON ROAD CENTERLINE AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 89"4832" WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 1127.83 FEET; THENCE NORTH 17°03'06" WEST, A DISTANCE. OF 2.86 FEET; THENCE NORTH 66011'55" EAST, A DISTANCE OF 9.02 FEET; THENCE NORTH 7164314" EAST, A DISTANCE OF 15.47 FEET TO A LINE PARALLEL WITH SAID RAMON ROAD CENTERLINE; THENCE NORTH 8V48'32" EAST ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 1081.20 FEET; THENCE SOUTH 71601 22` EAST, A DISTANCE OF 25.16 FEET; THENCE SOUTH 14006'06" EAST, A DISTANCE. OF 2.98 FEET, TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. # OF 2 Exhibit "A" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 577-42"23 WARRIOR GOLF EQUITIES CHANNEL STRUCTURE EASEMENT CONTAINING 12,390 SQUARE FEET OR 0.284 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "S" ATTACKED HERETO AN PREPARED BY OR UNDER THE DIRECTION OF: 10 CHARLES R. HARRIS P.L.S. 4989 DATED: 2 s lac 2OF2 Exhibit "A" 55575.40001\33510251.3 CKAA98 R KAMM ka. am$9 Exhibits "113-1 ", "B-2", and "B-3" DEPICTION OF THE RIGHT OF WAY, SLOPE EASEMENT, CHANNEL STRUCTURE EASEMENT Exhibit "B-1" Exhibit "B" 55575.40001\33510251.3 0' EXHIBIT °B" RAKE ROAM FlliM-OF-WAY oft APM $T -42"28 WARRIDR GOLF EQUrMS a SEC. 17, T.4S., R.SE.o SBM I I *i o WARMOR GOLF EOL�TMS m o EE DETAIL 'A' 19 PER DOC. # 2011-0183718 .t REC. 04/27/20%1. O.R. WHITE WATER-', ATER ca n �; > BELOW LEFT f APN: 677-420-�023 CHANNEL R/W 8� `� w SEE DETAIL. 'B' g � o BELOW RIGHT R/ W AREA IY1 a 12,805 SO. 0.296 AC. c % \ J N 8748*32` E 1201,23, �• . � —s aw48'32" w 1241.4a! " - -- ---�r I%. SE C00.11 SEC 17 WHITE WATER CHANNEL R/W S09'29'43"E 3 � !C ©9'4E9'32' CA 1201.23' .B > w S a945'32" W 1221.48' AREA I a o —.— — _ � N74'07'07 "-' y m s *R — 1i 1$ RAM ON ROAD, DETAIL 'A' y� NOT TO SCALE SCALE 1"=200' M€VADA CALiMnmiA ELEC. d DT cp CA ESMT, PER ROOK 455 PAGE 106 REC. 1/16/1940. O.R. DATED: ®RCFC ESMT. PER INST. # 457958 REC. 12/19/1980, O.R. "'"� 20JI 21 DETAIL •g' P•Dt- a MDT TO SCALE SE CDR. 1 SEC. 17 ZQ LINE DATA NO. ®EAR9NG LENGTH LT S 89'48 3Z w10. Lz N 8$'48'32' E 12 a"s 1 a CURVE DATA NO. DELTA RADIUS LENGTH C1 070420 35m.ow 41.5®' C2 o0'o150 30030.0D 16A1' C3 1 O'14 37 43.84 7.84 C4 00'O 1 20 33t100.4 t 2.80 PROJECT NAME: ItAM�7H ROAD MSA CONSULTM, INC CITY T NAME:OJECT NO. 138-25 P[.ANNiNo • Crm ENci«o0 LAND SURYeYIW S PLATI AID N LOCATING fHE PAR S 4D .4BED IN THE PRECEDING DOCUMENT. ALL PRIMARY S ARE LOCATED IN THE WRITTEN DE5CMPTION-. J.Id. 196 SHEET 1 OF 1 Exhibit "13-2" Exhibit "B" 55575.40001\33510251.3 HIBIT SLOPE UBRA xr AIN an-420.028 WAMM GOLF EQUITIES SEC. 17, Y.4S., R.5E., S®M WARRIOR GOLF ©QUIRES PER DOC. # 2011-0183710 REC- 04/27/2011, OX APN= 677-420r023 SLOPE AREA 1,264 SO. Fr. O.m29 AC. CBAdARRON COVE PARTNERS -PER UOC. # 2005-0485055 REC. 06/17/2005, O.R. tj APN: 677-420-04.0 L8 H1744'20** 11 A . INf74'2D*131 R o33, C T.PMa ra W29'431IE d T R AREA RAMON ROAD ®� 1 L1 1716 N7411'27"E �1 P.O�C. SE COR. SEC. 17 UNE DATA N0. SEARINGGTH L1 S SSP4.79 L2 S W43 L3 N 14'0 L4 N 71'07 1671HN 0>Y5e 78.540 __. CURVE DATA N0, DELTA RADIULENM Ct lifts 40�24� C2 1Or1437C3 00'3125 0' 40' 80' SCALE 1'=40' Exhibit "B" 55575.40001\33510251.3 2n DATED: fA MSA CONSULTiIrTG, INc ID Laren SLiltri'EM13 FJ • 1963 SHEET 1 OF 1 Exhibit "13-3" CHANNEL. STRUCTURE EASEMENT APH 077-420-023 WARRIOR GOLF EOE11TIES do SEC. 17, T.4S.. R.SE., S@M 0 1 e WARRIOR GOLF EOUMES � � `� � PER DOC. 9 2011--0183718 N n MI REC. 04/27/2011, O,R, SEE DETAIL 'A' APN= 677-420-023 BELOW LEFT SEE DETAIL 'B' �1 � � � � o CHANNEL AREA BELOW Rl(#1T; I� I �t 12.390 SO. FT. � � a �I z 1 1 0.284 AC. I 1N 8WIfl-32-1081.20J E S 89'48'32" W 1127.93 I L1 _ BAIA^kk 92^Aft �- 1 P.O.C. �� • SE CDR. \ SEC .1 N OW48132" �Wl 1.20'� Lg L3 5 89'4B'32" 7OS W E%. R/W a AREANEL m — RaMON Ioao —`_� 16 DETAIL 'A' DETAIL 'S' 20 21 NOT TO SCALE NOT TO SCMEgftftftl � I 5E COR. A SEC, 17 za J LINE DATA No. NEARING LEN" L1 S 89'41112 W 28811 L2 N 0O'11 28 W 50 50 N I r03 06 W 2.86 L4 N 1156 E 8.02 L5 N 71'43 14 E 15.4 L6 S '0122 E PSI,7 S 14'06 06 E 2.98 NEVADA CALIFORNIA ELEC. CORP. Z�C/L ESMT. PER BOOK 455 PAGE 106 REC. 1/16/1940, O.R. PROJECT FLAME: RAMON ROAD CITY PROJECT NO. 08-25 IN THE PREMING DOCI MENT. ALL J.N. Exhibit "B" 55575.40001\33510251.3 0' 20o' 400' SCALE 1-200' MSA CONSULTING. INC PLANNING • CngL. ENt MURED LAND SuRVEYm SHM 1 OF 1 Exhibit "C" RECORDING REQUESTED BY City of Palm Springs WHEN RECORDED RETURN TO: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording fees under Government Code §6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE TEMPORARY CONSTRUCTION EASEMENT APN: 677-420-023 For a valuable consideration, receipt of which is hereby acknowledged, Warrior Golf, LLC, a Delaware limited liability company (hereinafter "Grantor"), hereby GRANTS to the City of Palm Springs, a California charter city and municipal corporation, (hereinafter "Grantee"), a temporary construction easement for Grantee and its assignees to enter, for a limited duration and term subject to the conditions of the Purchase and Sale Agreement of Real Property entered into on , 2021, a portion of that real property situated in the City of Palm Springs, County of Riverside, State of California, described as follows: See Exhibit "D" attached hereto and Exhibit "E" attached for illustration purposes. Dated: Exhibit "C" 55575.40001\33510251.3 GRANTOR: Warrior Golf, LLC, a Delaware limited liability company By: Its: Its: CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Temporary Construction Easement to which this Certificate of Acceptance is attached from: WARRIOR GOLF, LLC, a Delaware limited liability company ("Grantor") to: CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Grantee") is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board on pursuant to and Grantee hereby consents to recordation of said Temporary Construction Easement. CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Name: Dated: Its: Exhibit "C" 55575.40001\33510251.3 Exhibit "D" LEGAL DESCRIPTION OF THE TEMPORARY CONSTRUCTION EASEMENT AREA EXHIBIT "A" LEGAL DESCRIPTION APN 677420-023 WARRIOR GOLF EQUITIES TEMPORARY CONSTRUCTION EASEMENT TEMPORARY CONSTRUCTION EASEMENT AREA: IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27, 2011 AS DOCUMENT NO. 2011-0183718, OF RIVERSIDE COUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 89048'32" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17, A DISTANCE OF 210.79 FEET TO A POINT ON THE EASTERLY WHITE WATER CHANNEL RIGHT-OF-WAY LINE AND THE BEGINNING OF A NON - TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT SEARS NORTH 7401 V27" EAST: THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 00TS"I ", AN ARC DISTANCE OF 78.87 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 78053158" WEST, A DISTANCE OF 62.40 FEET; THENCE SOUTH 00°54'15" WEST, A DISTANCE OF 9.28 FEET; THENCE NORTH 71 "01'22" WEST, A DISTANCE OF 20.90 FEET; THENCE SOUTH 89"48'320 WEST, A DISTANCE OF 1081.21 FEET; THENCE SOUTH 71°43'14' WEST, A DISTANCE OF 15.47 FEET; THENCE SOUTH 66b11'66" WEST, A DISTANCE OF 9.02 FEET; THENCE SOUTH 17003'06" EAST, A DISTANCE OF 2,86 FEET; THENCE SOUTH 89°48'32" WEST, A DISTANCE OF 17.67 FEET; THENCE NORTH 2604522" WEST, A DISTANCE OF 5.03 FEET; 1 OF 3 Exhibit "D" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES TEMPORARY CONSTRUCTION EASEMENT THENCE SOUTH 8904812" WEST, A DISTANCE OF 12.55 FEET TO A POINT ON EASTERLY LINE OF A PORTION OF LAND DESCRIBED IN GRANT DEED RECORDED JUNE 18, 1987 AS INSTRUMENT NO, 1987-1732", OF OFFICIAL RECORDS OF SAID COUNTY ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 30,030.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 69"13'52" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF an*05'33", AN ARC DISTANCE OF 48.48 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 59"08'19" EAST; THENCE NON -TANGENT TO SAID CURVE NORTH 9090900" EAST, A DISTANCE OF 315.20 FEET; THENCE NORTH 42°08'47m EAST, A DISTANCE OF 9.01 FEET; THENCE NORTH 90000'OO" EAST, A DISTANCE OF 106.80 FEET; THENCE SOUTH 31 °3V23" EAST, A DISTANCE OF 8.55 FEET; THENCE SOUTH 52000'44" EAST, A DISTANCE OF 31.82 FEET; THENCE NORTH 89019°09" EAST, A DISTANCE OF 102.20 FEET; THENCE NORTH 72041'05" EAST, A DISTANCE OF 34.43 FEET; THENCE NORTH 66°54`24" EAST, A DISTANCE OF 24.77 FEET; THENCE NORTH 89030'07" EAST, A DISTANCE OF 89.47 FEET; THENCE SOUTH 32°37°46" EAST, A DISTANCE OF 23.38 FEET; THENCE: NORTH 89"37'05" EAST, A DISTANCE OF 94.60 FEET; THENCE NORTH 45°41'42°' EAST, A DISTANCE OF 28.88 FEET; THENCE NORTH 89°1630" EAST, A DISTANCE OF 241.96 FEET; THENCE SOUTH 20"32'52" EAST, A DISTANCE OF 22.88 FEET; THENCE NORTH 89*41 V5" EAST, A DISTANCE OF 75.31 FEET; 2Of`3 Exhibit "D" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 677-420.023 WARRIOR GOLF EQUITIES TEMPORARY CONSTRUCTION EASEMENT THENCE NORTH 78053'W' EAST, A DISTANCE OF 72.92 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 33000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 74101'09" EAST: THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 00002U66, AN ARC DISTANCE OF 20.00 FEET TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. CONTAWING 40.245 SQUARE FEET OR 0.924 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "B" ATTACHED HERETO AND MADE A PANT HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: 6e'c'e'1z'- aaftn A KMM CHARLES R. HARRIS P.L.S. 4089 * "es OF DATED: DATED: D / SOF3 Exhibit "D" 55575.40001\33510251.3 Exhibit "E" DEPICTION OF THE TEMPORARY CONSTRUCTION EASEMENT AREA TEMPORARY CONSTRUCTION EASEMENT 'IPjfi APN 077-420-023 WORRCOR GOLF EQUITIES SEC. 17, T.4S., R.5E., SBM MES 3EE DETAIL 'A' ,�; PER�DOC. 0 1 OR GOLF0183718 BELOW LEFT REC. 04/27/2011, O.R. 1000 APN: 677-420-023 G� +A C'ti SEE DETAIL 'B• BELOW RIGHT � L15 L18 ` L19 rL21 �3 ... L- L14 rL16 r 1 on ! r 1 L24 rTCE AREA A96' WOAD 40.245 SO. FT. PAC. 0.924 AC. SE COR ` SEC 17 a L9 DETAIL 'A' NOT TO SCALE IL M-2 f4 DATEO /Z v 17 DNEVAOA CALIFORNIA ELEC. CORP. C/L ESWL PER BOOK 455 PAGE 106 RFC, 1/16/1040, O.R. ORCFC ESMT. PER INST. ill 45795E REC. 12/19/1990, O.R. PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 LINE DATA NO. BEARING LENGTH 1 as' 3z W z10.79 L2 5 78'S3 58 W 40 L3 S 01754 1 S" W 9.20 L4 N 11 0t 22 w 20.90 L5 5 48 32 W 1081.21 L6 S 71'43 7 W 15.47 L7 S 66'11 55 W 9.02' L8 5 1703 O8 E 2.96 L9 5 89' 32 W 17.$7 L10 N 26'45 03 L11 S 89'48 32 W 12 55 L12 N 9000 00 E 31520 L13 N 42 08 47 E 9.01 N 90'00 00 E 105.80.. L15 S 31'30'23 E 8.55 Lt 6 5 52'00 44 E 31.82 17 N 9'19 09 E 102.20 Lto N 2'4105 34.43 Lt9 N 88'54 24 E 24.77 L20 3007 E 47 L21 32'37 46 E 23.38 L22 N 89'37 05 E 94. L23 N 4541'42 E 28 4 N 89'16 30 E a41.96 S 2O'32 52 E Z2$8 628 N 89'41 05 E L27 N 78'53'58 E BED IN IIHE PRECEDING ARE LOCATED IN 1KE WF Exhibit "E" 55575.40001\33510251.3 0 1''fnv '— L37 cc (a TP.0.8. Lu tq L3 ICE AREAL O —N74'43' 14'E l,i%p RAAfiQLt2© 17 18 21 P.0 C 1 a DETAIL 'B' sL cum. 0 NOT TO SCALE 5EC, 17 1 C J CURVE DATA NO, I DELTA I RADI115 i LENGTH 7S 1 w 200' 40O 7 92 SCALE 1"A200' TEMPORARY CONSTRUCTION EASEMENT VISA CONSULTING, INC PLANNRi'Ci ■ CWM ENOU0M36 G 4D LAND SuRv8yoo J.N. 1963 SHEET 1 OF 1 Exhibits "F-1 ". "F-2", and "F-Y FORM OF GRANT DEED, SLOPE EASEMENT GRANT DEED, CHANNEL STRUCTURE EASEMENT GRANT DEED Exhibit T" 55575.40001\33510251.3 EXHIBIT "17-1" RECORDING REQUESTED BY City of Palm Springs WHEN RECORDED RETURN TO: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording fees under Government Code §6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED (RAMON ROAD) APN: 677-420-023 For a valuable consideration, receipt of which is hereby acknowledged, Warrior Golf, LLC, a Delaware limited liability company (hereinafter "Grantor"), hereby GRANTS to the City of Palm Springs, a California charter city and municipal corporation, (hereinafter "Grantee"), all rights, title and interest in the following described property for streets, highways, sanitary sewer lines, domestic water lines, public utilities, and other appurtenant uses, together with the right to construct, maintain, repair, operate, use, dedicate or declare the same for public use, in, on, under, over and across the real property in the City of Palm Springs, Riverside County, California, more particularly described on Exhibit "A-1" and shown on Exhibit "13-1" attached hereto and incorporated herein by this reference. Dated: Exhibit "F" 55575.40001\33510251.3 GRANTOR: Warrior Golf, LLC, a Delaware limited liability company By: Its: By: Its: Exhibit "A-1" EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES RIGHT-OF-WAY DEDICATION RIGHT -OF -WAX AREA: IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27. 2011 AS DOCUMENT NO. 2011-0183718, OF RIVERSIDE COUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 89"4832" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17 AND THE CENTERLINE OF SAID RAMON ROAD, A DISTANCE OF 210.79 FEET TO A POINT ON THE EASTERLY WHITE WATER CHANNEL RIGHT- OF-WAY LINE AND THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT SEARS NORTH 74° 11'27" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE AND SAID EASTERLY LINE, THROUGH A CENTRAL ANGLE OF 00004'20 AN ARC DISTANCE OF 41.60 FEET TO A POINT ON A LINE PARALLEL WITH SAID SOUTHERLY LINE AND THE TRUE. POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE SOUTH 89048'32" WEST, A DISTANCE OF 1221.48 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 30.030.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 69°15'42" EAST SAID POINT ALSO BEING ON THE EASTERLY LINE OF A PORTION OF LAND DESCRIBED IN GRANT DEED RECORDED JUNE 18, 1987 AS INSTRUMENT NO. 1987-173244, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 00001'50-, AN ARC DISTANCE OF 16.01 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 69013°52" EAST; THENCE NON -TANGENT TO SAID CURVE NORTH 89"48'32" EAST, A DISTANCE OF 12.55 FEET; 1 OF 2 Exhibit "F" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 677420.023 WARRIOR GOLF EQUITIES FIGHT -OF -WAY DEDICATION THENCE SOUTH 2604572" EAST, A DISTANCE OF 5,03 FEET TO A POINT ON A LINE PARALLEL WITH SAID SOUTHERLY LINE; THENCE ALONG LAST SAID PARALLEL LINE NORTH 89°48'32" EAST, A DISTANCE OF 1201.23 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 43.84 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 09°2743" EAST, THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10014S7", AN ARC DISTANCE OF 7.84 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 74®0647' EAST SAID POINT ALSO BEING ON SAID EASTERLY WHITE WATER CHANNEL RIGHT-OF-WAY LINE; THENCE SOUTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 00"01"20", AN ARC DISTANCE OF 12.80 FEET TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. CONTAINING 12,895 SQUARE FEET OR 0.296 ACRES MORE OR LESS, AS DEPICTED ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: buc�Es a HAFM CHARLES R. HARRIS P. L.S. 4989 DATED: 20F2 Exhibit "F" 55575.40001\33510251.3 Exhibit "B-1" EXHIBIT "B" RAIN M ROAD A04T-OF-WAY g ON 9TT-42"28 WARRIOR QMF EMUIE8 a SEC. 17, T.4S., R.5E., SBM ' o WARRIOR GOU EQUTIES o iEE DETAIL 'A' o9 PER DOC. # 2011-0183718 q REC. 04/27/2011. O.R. WHITE WAS h > BELOW LEFT i APN: 677-420-023 CHANNEL RjWm II �o SEE DETAIL ' ' ny BELOW MIX R/W AREA 12.R195 So. FT. o E 0.296 AC. _ = =S a9'4$'32" W 1221.48' EOM WdFD "v t SE CO 0 - SEC 17 n � WHITE WATER r p �• CHANNEL R/W S09"29'43"f 3 2 Os N OW48-32- C % 1201.23• LP.O.B. R"i w S 89'4V32" W 1221.48' AREA 1 0 N74 07'O7' 1 ,-... - m �m� \ RAMON ROAD'S _ DETAIL 'A' �� N7a 11'2R-E 20 21 NOT TO SCALE .� 0' zoo• 400' SCALE 1"=200' c NEVA0A CAUFORNIA ELEC. CORR CA Mfl. PER BOOK 455 PAGE 106 REC, 1/16/1940. O.R. DATED: RCFC ESIAT. PER INST. 0 45795S REC. 12/19/1990, O.R. PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 5PLAT IS AN AID) IX LOCATING THE I .R IBED IN THE PRECEDING DOCUMENT. ALL .S ARE LOCATED IN THE WRITTEN DESCRIPTIO Exhibit "F" 55575.40001\33510251.3 DETAIL 'B' P•a NOT TO SCALE SE . 17 G sEc1 � a a LINE DATA NO. RIEAMNG LENGTH <Lt S R35'4a 32 W 210.79 LZ N W49''32- E 12.55 43 5 26 45 22 E A CURVE DATA NO. DELTA RADIUS LENGTH C1 00'04 20 33000.00 41.60' C2 0701 i0 3003U.00 16.01' C3 1(! 14 43. 4 7.84 C4 00•ot 20 .0 12.80 MSA CONsmT[Pi(3, In- PLAI4 wo • Cnm Ed gv4mRw4D O LAND SURVEYM .m. 1963 SHEET 1 OF I CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed to which this Certificate of Acceptance is attached from: WARRIOR GOLF, LLC, a Delaware limited liability company ("Grantor") to: CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Grantee") is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board on Grant Deed. Dated: Exhibit T" 55575.40001\33510251.3 pursuant to and Grantee hereby consents to recordation of said CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Name: Its: EXHIBIT "F-2" RECORDING REQUESTED BY City of Palm Springs WHEN RECORDED RETURN TO: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording fees under Government Code §6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED - SLOPE EASEMENT APN: 677-420-023 For a valuable consideration, receipt of which is hereby acknowledged, Warrior Golf, LLC, a Delaware limited liability company (hereinafter "Grantor"), hereby GRANTS to the City of Palm Springs, a California charter city and municipal corporation, (hereinafter "Grantee"), an easement and right-of-way for earth embankment slopes, together with the right to construct and maintain such slopes and embankments and facilities incidental thereto, over, under, along and across all that real property situated in the City of Palm Springs, County of Riverside, State of California, described as follows: See Exhibit "A-V attached hereto and Exhibit "13-1" attached for illustration purposes Reserving unto the Grantor herein, heirs and assigns the continued use of the above described parcel of land subject to the following conditions: The erecting of buildings, masonry walls, and other permanent structures; the planting of trees; the changing of the surface grade; and the installation of privately owned pipe lines shall be prohibited except by Encroachment Agreement issued by the City Engineer. Dated: Exhibit "F" 55575.40001\33510251.3 GRANTOR: Warrior Golf, LLC, a Delaware limited liability company By: Its: By: Its: Exhibit "A-2" EXHIBIT "'V LEGAL DESCRIPTION APN 677-420.023 WARRIOR GOLF EQUITIES SLOPE EASEMENT SLOPE EASEMENT AREA: IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27, 2011 AS DOCUMENT NO. 2011-0183718. OF RIVERSIDE COUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 8994932" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17 AND THE CENTERLINE OF SAID RAMON ROAD, A DISTANCE OF 210.72 FEET TO A POINT ON THE EASTERLY WHITE WATER CHANNEL RIGHT- OF-WAY LINE AND THE BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 74°1V27' EAST; THENCE NORTHIRLY ALONG THE ARC OF SAID CURVE AND SAID EASTERLY LINE, THROUGH A CENTRAL ANGLE OF 00°05'40", AN ARC DISTANCE OF 54.40 FEET TO A NON -TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 43.84 FEET TO THE TRUE POINT OF BEGINNING, A RADIAL LINE TO SAID POINT BEARS SOUTH 19°442W EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 1091W37", AN ARC DISTANCE OF 7.84 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 0902943" EAST: THENCE NON -TANGENT TO SAID CURVE SOUTH 89°4V32" WEST, A DISTANCE OF 55.73 FEET; THENCE NORTH 14"06'06" WEST, A DISTANCE OF 2.98 FEET; THENCE NORTH 71°01'22" WEST, A DISTANCE OF 4.27 FEET; THENCE NORTH 00056'13' EAST, A DISTANCE OF 9.28 FEET; 1 09 2 Exhibit "F" 55575.40001\33510251.3 EXHIBIT "A„ LEGAL DESCRIPTION APN 677-42"23 WARRIOR GALE EQUITIES SLOPE EASEMENT THENCE NORTH 78"53'58" EAST, A DISTANCE OF 62AO FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 33,000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 73048'48" EAST, SAID POINT ALSO BEING ON SAID EASTERLY WHITE WATER CHANNEL LINE; THENCE SOUTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 00031'25", AN ARC DISTANCE OF 24.34 FEET TO THE TRUE POINT OF BEGINNING, SUBJECT TO EXISTSNG EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. CONTAINING 1,264 SQUARE FEET OR 0.029 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: CKAIUS CHARLES R. HARRIS P.L.S. 4989 OF DATED: IP_ z a z r 2OF2 Exhibit "F" 55575.40001\33510251.3 Exhibit "B-2" v SLOPE EA MMENT APN On-420-023 1WARFWR GOLF EQUITIES SEC. 17. T.4S., R.5E., S®M WARRIOR 003E E0UMES . CIMARRON COVE PARTNERS PER DOC. # 2011--0153710 ,PER OOC. # 2005-0485055 REG. 04/27/2011, O.R. ti REC. 06/17/2005. O.R. APN: 677-420-w023 APN: 677-420-040 SLOPE AREA N73r48'48'E 1,264 SO. FT. o¢ a.a� AC, dc N17 '20"W yC aR N742Q'1 R33AL L2 TP.S °6 S'29°43'E t SLOPE C AREA Z I C � J RAMON ROAD �s L1 V 116 N74 11.27'E 20 21 PA.C. SEC°° 7 UNE DATA NO. GEARING LENGTH L1 5 aw4$ 3 W 210.79 L2 S 89 48 32 W 5&73 N L3 14'06 03 W 2.118 L4 N 71'01 22 W 4.27 L5 N OO'5613- 9.28 L N 7r�53 58 E 62.40 CmURVE DATA 3 NO. DELTA RADIUS LENGTH Ct 00.05 40 35000.00 64.40 C2 10' 14 37 43.84 7.84' 00'3125 33000.00 24.34 0' 40' 80' SCALE 1'=4V Exhibit "F" 55575.40001\33510251.3 w 0 DATED: IDMSA CONSUL,TZIG.INC PLkMaM m ChM BNOOMEMG LAND SMVEYING J.N. 1963 SHEET i 0i CmURVE DATA 3 NO. DELTA RADIUS LENGTH Ct 00.05 40 35000.00 64.40 C2 10' 14 37 43.84 7.84' 00'3125 33000.00 24.34 0' 40' 80' SCALE 1'=4V Exhibit "F" 55575.40001\33510251.3 w 0 DATED: IDMSA CONSUL,TZIG.INC PLkMaM m ChM BNOOMEMG LAND SMVEYING J.N. 1963 SHEET i 0i 0' 40' 80' SCALE 1'=4V Exhibit "F" 55575.40001\33510251.3 w 0 DATED: IDMSA CONSUL,TZIG.INC PLkMaM m ChM BNOOMEMG LAND SMVEYING J.N. 1963 SHEET i 0i CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed - Slope Easement to which this Certificate of Acceptance is attached from: WARRIOR GOLF, LLC, a Delaware limited liability company ("Grantor") to: CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Grantee") is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board on pursuant to Grant Deed — Slope Easement. Dated: Exhibit T" 55575.40001\33510251.3 , and Grantee hereby consents to recordation of said CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Name: Its: RECORDING REQUESTED BY City of Palm Springs WHEN RECORDED RETURN TO: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording fees under Government Code §6103 EXHIBIT "F-3" SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED — CHANNEL STRUCTURE EASEMENT APN: 677-420-023 For a valuable consideration, receipt of which is hereby acknowledged, Warrior Golf, LLC, a Delaware limited liability company (hereinafter "Grantor"), hereby GRANTS to the City of Palm Springs, a California charter city and municipal corporation, (hereinafter "Grantee"), an easement for right-of-way purposes of a Channel Structure Improvement and Maintenance Easement over, under, along and across all that real property situated in the City of Palm Springs, County of Riverside, State of California, described as follows: See Exhibit "A-3" attached hereto and Exhibit "B-3" attached for illustration purposes Together with all necessary and convenient means of ingress and egress to and from said easement. It is further understood and agreed that no other easement or easements shall be granted on, under or over said strip of land by the GRANTOR or any person, firm or corporation without the previous written consent of said Grantee. GRANTOR and its successors and assigns, shall not increase or decrease, or permit to be increased or decreased, the now existing ground elevations of said easement and right-of- way without the prior written consent of GRANTEE. Grantor, and its successors and assigns, further agree that no building, fences, walls or other permanent structures of any kind, and no deep rooted tree, deep rooted shrubs or other plants or vegetation, shall be installed, constructed, erected, placed, planted or maintained in the easement area without prior written consent of the GRANTEE. GRANTEE shall also have the right to mark the location of the easement in a manner, which will not interfere with the GRANTOR's, reasonable and lawful use of said easement. Exhibit "F" 55575.40001\33510251.3 This instrument shall be binding upon and inure to the benefit of the successors and assigns of Grantor. Dated: Exhibit " F" 55575.40001\33510251.3 GRANTOR: Warrior Golf, LLC, a Delaware limited liability company By: Its: 0 Its: Exhibit "A-3" Evil' ISIT "A" LEGAL DESCRIPTION APN +677-420-023 WARRIOR GOLF EQUITIES CHANNEL STRUCTURE EASEMENT CHANNEL STRUCTURE EASEMENT AREA* IN THE CITY OF CATHEDRAL CITY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, THAT PORTION OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27, 2011 AS DOCUMENT NO. 2011-0183718, OF RIVERSIDE COUNTY RECORDS, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 89"48'32" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17, A DISTANCE OF 298.81 FEET; THENCE NORTH 0D9117W WEST, A DISTANCE OF 50.50 FEET TO A POINT ON A LINE PARALLEL. WITH SAID RAMON ROAD CENTERLINE AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 89°48'32" WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 1127.83 FEET; THENCE NORTH 17°03'06" WEST, A DISTANCE OF 2.86 FEET; THENCE NORTH 66011'55" EAST, A DISTANCE OF 9.02 FEET; THENCE NORTH 71043'14" EAST, A DISTANCE OF 15.47 FEET TO A LINE PARALLEL WITH SAID RAMON ROAD CENTERLINE; THENCE NORTH 89048'32" EAST ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 1081.20 FEET; THENCE SOUTH 71°01-22- EAST, A DISTANCE OF 25.16 FEET; THENCE SOUTH 14"06'06" FAST, A DISTANCE OF 2.98 FEET, TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. 1 OF 2 Exhibit "F" 55575.40001\33510251.3 EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES CHANNEL STRUCTURE EASEMENT CONTAINING 12.390 SQUARE FEET OR 0.284 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "B" ATTACHED HERETO AN PREPARED BY OR UNDER THE DIRECTION OF: CHARLES R_ HARRIS P.L.S. 4989 DATED: 2OF2 Exhibit "F" 55575.40001\33510251.3 Exhibit "B-3" CHANNEL STRUCTURE EASEMENT AF N 87T-420-023 WARRIOR GOLF EQUITIES E � Q! SEC. 17, T.4S., R.5E., SUM ' 0 WARRIOR GOLF EOUMES cm PER DOC. ! 2011-•0183718 REC. 04/27/2.011, O.R. qh n SEE DETAIL 'A•APN = e77-42o-023 d o z BELOW LEFT SEE DETAIL 'B' CHANNEL AREA �'®W RIGHT —� � CL 12,390 SO. Fr. I 1 0.284 AC. % s ar48'32' W 1127.83 m q — , L1 — — RAMON ROA® P.A.C. ,� P.O.C. SE COR. SEC 17 N 69'46"32" E 1001.20'-�, cs O¢ L7 Q L3 5 69'4Er32- W 1127.83' W EX. R/W o I `y AREA RAMDN ROAD L� 17 �� m _._� . n DETAIL 'A' DETAIL 'B' 20 21 NOT TO SCALE NOT TO SCALE p,0,0, I a Lit SE COR. SEC. 17 f p z .ate f .� DATED: l O ZAr 7 NEVADA CAuFORNIA ELEC. CORP. C/L ESMT. PER BOOK 455 PAGE 106 REC, 1/16/1940. O.R. PROJECT NAME* RAMON ROAD CITY PROJECT NO. 08-25 LINE DATA No. BEARING LENGTH Ll S 89' W 26811 L2 N OD'l 28 W SE N 1r0306 w 2.86 L4 N 1155 E 9.02 L5 H 71'43 14 E 15.4 L6 1 .1 7 5 1406 06 2.96 W THE PREC£OING DOCUMENT. ALL Exhibit "F" 55575.40001\33510251.3 O 1r a w O 'a. z J 0° 200' 'm. SCALE 1'-20W MSA CONSULTING. INC. PLAmGNG • CrvE. E N a ID LAND SuRvEYm J.N. 1963 sI1�E1 1 i CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed — Channel Structure Easement to which this Certificate of Acceptance is attached from: WARRIOR GOLF, LLC, a Delaware limited liability company ("Grantor") to: CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Grantee") is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board on pursuant to and Grantee hereby consents to recordation of said Grant Deed — Channel Structure Easement. Dated: Exhibit T" 55575.40001\33510251.3 CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Name: Its: EXHIBIT G DO NOT RECORD. TRANSFEREE (BUYER) DO NOT SEND MUST RETAIN FOR TO IRS. SIX YEARS AFTER THE TRANSACTION. CERTIFICATION OF NON -FOREIGN STATUS BY TRANSFEROR 1. Section 1445 of the Internal Revenue Code provides that a transferee (Buyer) of a U. S. real property interest must withhold tax if the transferor (Seller) is a foreign person. 2. In order to inform each transferee that withholding of tax is not required upon disposition of a U. S. real property interest by (hereinafter referred to as "the Transferor"), the undersigned hereby certifies, and declares by means of this certification, the following on behalf of the Transferor: A. The one item marked below is true and correct: (1) The Transferor is not a foreign individual, foreign corporation, foreign partnership, foreign trust, or foreign estate (as these terms are defined in the Internal Revenue Code and Income Tax Regulations). (11) The Transferor is a corporation incorporated under the laws of a foreign jurisdiction but has elected to be treated as a U. S. corporation under Section 897(i) of the Internal Revenue Code, AND HAS ATTACHED TO THIS CERTIFICATE A TRUE AND GENUINE COPY OF THE ACKNOWLEDGMENT OF SUCH ELECTION ISSUED BY THE IRS. B. The Transferor's social security number is C. The Transferor's address is 3. The Transferor understands that this certificate may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained in this certification may be punished by fine or imprisonment (or both). 4. The Transferor understands that each transferee is relying on this certificate in determining whether withholding is required and each transferee may face liabilities if any statement in this certificate is false. 5. The Transferor hereby indemnifies each transferee, and agrees to defend and hold each transferee harmless, from any liability, cost, damage, or expense which such transferee may incur as a result of: Exhibit "G 55575.40001\33510251.3 A. the Transferor's failure to pay any U. S. Federal income tax which the Transferor is required to pay under applicable U. S. law, or B. any false or misleading statement contained herein. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete; I further declare that I have authority to sign this document on behalf of the Transferor. EXECUTED in on Transferor: By: Title: Exhibit "G 55575.40001\33510251.3 County, State of EXHIBIT H HAZARDOUS SUBSTANCE DEFINITION The term "Hazardous Substance" as used in this Agreement shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the statutes or regulations listed below and any and all of those substances included within the definitions of "hazardous substances", "hazardous materials", "hazardous waste", "hazardous chemical substance or mixture", "imminently hazardous chemical substance or mixture", "toxic substances", "hazardous air pollutant", "toxic pollutant" or "solid waste" in the statues or regulations listed below. Hazardous Substances shall also mean any and all other similar terms defined in other federal state and local laws, statutes, regulations, orders or rules and materials and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment or which are classified as hazardous or toxic substances, materials or waste, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation, (i) trichloroethylene, tetrachloroethylene, perch loroethylene and other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste. In addition, a Hazardous Substance shall include: (1) A "Hazardous Substance", "Hazardous Material", "Hazardous Waste", or "Toxic Substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801, et seg., or the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et sec.; (2) "Oil" or a "Hazardous Substance" listed or identified pursuant to § 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1321, as well as any other hydrocarbonic substance or by-product; (3) Listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity; (4) A material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in order for the property to be put to any lawful purpose; Exhibit "H" 55575.40001\33510251.3 (5) Any material the presence of which would require remediation, whether or not the presence of such material resulted from a leaking underground fuel tank; (6) Pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seg.; (7) Asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; (8) Any radioactive material including, without limitation, any "source material", "special nuclear material", "by-product material", "low-level wastes", "high-level radioactive waste", "spent nuclear fuel" or "transuranic waste", and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. §§ 2011 et seg., or the Nuclear Waste Policy Act, 42 U.S.C. §§ 10101 et sew. (9) Industrial process and pollution control wastes, whether or not "hazardous" within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sue.; All other laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, promulgated pursuant to said foregoing statutes and regulations or any amendments or replacement thereof, provided such amendments or replacements shall in no way limit the original scope and/or definition of Hazardous Substance defined herein. Exhibit "H" 55575.40001\33510251.3