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HomeMy WebLinkAbout1D OCRCity Council Staff Report DATE: February 11, 2021 CONSENT CALENDAR SUBJECT: APPROVAL OF RIGHT OF WAY ACQUISITION AGREEMENT WITH WARRIOR GOLF, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ASSOCIATED WITH THE RAMON ROAD AND BRIDGE WIDENING PROJECT, CITY PROJECT NO. 08-25, FEDERAL AID PROJECT NO. BHLS 5282(040); APN 677-420-023. FROM: David H. Ready, City Manager BY: Development Services Department SUMMARY: The City has successfully completed the right-of-way acquisition process with Warrior Golf, LLC, a Delaware limited liability company, owner of the Cimarron Golf Course located on the north side of Ramon Road . This acquisition is related to the City's widening of the existing Ramon Road bridge as part of the Ramon Road and Bridge Widening Project, City Project No. 08-25, Federal Aid Project No. BHLS 5282 (040), (the "Project"). This action will approve and authorize the City Manager to enter into the agreement allowing for acquisition of rights-of-way for the Project across this property. RECOMMENDATION: 1. Approve Agreement No. __ , a Right-of-Way Agreement for Acquisition of Real Property Interest, Temporary Construction Easement and Escrow Instructions, in the amount of $1,241,744 with Warrior Golf, LLC, a Delaware limited liability company; and, 2. Authorize the City Manager to execute all necessary documents, open escrow, and pay for escrow and title costs associated with the right-of-way acquisitions; and 3. Authorize the City Manager to execute a Quitclaim Deed or such other documents as necessary to transfer the real property interests to the City of Cathedral City upon completion of the Project. BUSINESS PRINCIPAL DISCLOSURE: Copies of the Public Integrity Disclosure Form for Warrior Golf, LLC, A Delaware Limited Liability Company is included as Attachment 1. ITl~M NO. C.0NSCNT .1.~ 2City Council Staff Report February 11, 2021 --Page 2 CP0B-25, Approval of Warrior Golf R/W and TCE Agreements BACKGROUND: On January 30, 2008, the City of Palm Springs, the City of Cathedral City, and the Agua Caliente Band of Cahuilla Indians submitted a letter to CVAG requesting funding for a Project Study Report (PSR) to identify the project details and overall scope for the widening of Ramon Road to its full 6-lane width, extending from San Luis Rey Drive to Landau Boulevard, including widening of the existing bridge over the Whitewater River. This capital improvement project is identified as the Ramon Road Widening (from San Luis Rey Dr. to Landau Blvd.) including the Whitewater River Bridge Widening, City Project No. 08-25, (the "Project"). A vicinity map of the project area is included as Attachment 2. In 2009 the City submitted an initial application requesting over $25 million in federal Highway Bridge Program ("HBP") funds for widening the Ramon Road Bridge and adjacent bridge approaches. The existing Ramon Road Bridge is eligible for funding under the HBP, which is administered by the state of California Department of Transportation ("Caltrans"). The HBP federal funds cover 88.53% of eligible project costs, requiring an 11.47% local match. The Project includes widening and improvement to Ramon Road extending west to San Luis Rey Drive, beyond the existing 4-lane bridge with those Project costs funded with Regional and Local Measure A funds. Caltrans approved the City's application for HBP funds for the Project, and on June 7, 2011, Caltrans authorized the City to proceed with the Project Approval and Environmental Document ("PA/ED") Phase of the Project. On January 18, 2012, the City Council approved an agreement with CNS Engineers for the PA/ED Phase of the Project. Subsequently, amendments to the agreement have been approved to include the final design and right-of-way acquisition phases. On May 7, 2014, the City Council reviewed and approved the environmental documents for the Project, completing the PA/ED Phase. Following this action, Staff coordinated with CNS Engineers to proceed with the right-of-way acquisition phase. STAFF ANALYSIS: Following environmental approvals of the Project, CNS Engineers has continued with the final design and right-of-way acquisition phases. The Project requires the acquisition of rights-of-way from various parcels located in Palm Springs and Cathedral City extending along both sides of Ramon Road between San Luis Rey Drive and east of Landau Boulevard. As Palm Springs is considered the Lead Agency of the Project, Palm Springs is responsible for coordinating and acquiring all rights-of-way, including parcels located in Cathedral City. The two cities previously entered into an agreement whereby Cathedral City assigned Palm Springs the right to acquire on its behalf all rights-of-way necessary for the Project located in Cathedral City, with Palm Springs to assign and quitclaim these rights-of-way to Cathedral City at the completion of the Project. · 3City Council Staff Report February 11, 2021 --Page 3 CP08-25, Approval of Warrior Golf R/W and TCE Agreements The City has successfully acquired most of the rights-of-way for the Project. However, one remaining acquisition is related to rights-of-way for the widening of the existing bridge across the Whitewater River and mitigation of related construction impacts to the Cimarron Golf Course located immediately north of the bridge. Widening the existing bridge requires the City's contractor to enter into the golf course and will impact the existing golf course fairways and tees located north of the bridge, generally shown below. These temporary impacts require physical relocation of the fairways and golf course tees to mitigate the widening of the bridge on the existing golf course, and to ensure the operation of the golf course is not disrupted during the 2-3 year construction period for the Project. Extensive negotiations have occurred over 3 years with the Cimarron Golf Course ownership, including bidding of the cost to relocate and reconstruct the impacted portions of the golf course, and an appraisal of the loss of business "goodwill" due to the period of time in which the golf course is reconfigured to accommodate the Project. The final agreement negotiated and recommended for approval includes the following: • Real Property: $5,000 • Loss of Business: $579,000 • Cost to Cure: $657,744 Total: $1,241,744 This right-of-way acquisition is directly related to the widening of the existing bridge, and is thereby funded with federal funds through the HBP. The acquisition costs were independently reviewed by Caltrans, and federal funding at 88.53% ($1,099,316) is approved and programmed by Caltrans for this action. A copy of the agreement is included as Attachment 3. 4City Council Staff Report February 11, 2021 --Page 4 CP0S-25, Approval of Warrior Golf R/W and TCE Agreements ENVIRONMENTAL IMPACT: Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act ("CEQA"). In accordance with the CEQA Guidelines, the City acting as "Lead Agency" pursuant to CEQA, previously completed an environmental analysis of the potential impacts resulting from construction of the Project. On May 7, 2014, the City Council adopted Resolution No. 23544, adopting and ordering the filing of a Mitigated Negative Declaration for the Project. Subsequently, on May 14, 2014, staff filed a Notice of Determination with the Riverside County Clerk and State Clearinghouse. The Project is funded, in part, by federal funds, requiring local oversight by Caltrans. As a federally funded project, the Project is subject to environmental review pursuant to the National Environmental Policy Act ("NEPA"). On June 9, 2014, Caltrans, acting as the lead agency pursuant to NEPA, made an environmental determination that the Project does not individually or cumulatively have a significant impact on the environment as defined by NEPA and is excluded from the requirements to prepare an Environmental Assessment ("EA") or Environmental Impact Statement ("EIS"), and that it qualifies for a Categorical Exclusion in accordance with 23 USC 327. Subsequently, on January 21, 2016, Caltrans completed a NEPA re-validation of the Project, confirming that the prior NEPA determination for the Project remains valid, and approved the City to proceed with the right-of-way acquisition phase. FISCAL IMPACT: The current estimated cost of the Project and the corresponding local share is summarized in Table 1. Engineering and Admin Right of Way and lJ!!l!!Y Construction and Inspection Total $ $ $ Total Federal Share -------4,254,150.00 $ 3,098,550.00 $ --__ 3,nS,190.~ _L 1,899,641.63 $ 37,055,508.09 $ 28,608,043.84 $ --$ 45,037,848.21 $ 33,fi06,235.47 $ Table 1 CVAGShare Palm Springs Share Cathed~CityShare 866,700.00 $ 144,450.00 $ 144,450.00 --1,371,411.37 $ 156,209.25 $ 6,335,598.18 $ 862,004.51 $ 300,927.88 1,249,861.58 ------~-----1 8,573,709.55 $ 1,16Z663.76 $ 1,695,239.46 Pursuant to funding agreements with CVAG and Cathedral City, the local share of the Project costs not funded by federal HBP funds ($11,431,613) is funded by CVAG with 75% Regional Measure A funds ($8,573,710) with the remaining 25% proportionately shared by Palm Springs and Cathedral City. This reduces the City's share of the $45 million total project cost to approximately $1.2 million to be funded with Local Measure A funds. 5City Council Staff Report February 11, 2021 --Page 5 CP0S-25, Approval of Warrior Golf R/W and TCE Agreements Funding is .available to approve the agreement at a total cost of $1,241,744 from the following accounts: • Federal HBP Funds (Capital Project Fund), 261-4491-50245: • CVAG Regional Measure A Funds, 134-4497-50245: • Cathedral City Funds, 261-4491-50304: No funding from Palm Springs is required for this action. SUBMITTED: $1,099,316 $106,821 $35,607 Director of Development Services Marcus L. Fuller, MPA, PLS, PE Assistant City Manager David H. Ready, Ph.D. City Manager Attachments: 1. Public Integrity Disclosure Form 2. Vicinity Map 3. Agreement 6Attachment 1 71. Name of Entity PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Warrior Golf, LLC, a Delaware limited liability company 2. Address of Entity (Principle Place of Business) 15 Mason, Suite A, Irvine, CA 92618 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State Delaware If other than California, is the Entity also registered in California? fxl Yes D No 5. Type of Entity D Corporation 1.8] Limited Liability Company D Partnership D Trust D Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Warrior Creditor Trust __________________ D Officer D Director 1.8] Member D Manager [name] D General Partner D Limited Partner •Other ____________ _ __________________ D Officer D Director D Member D Manager [name] D General Partner D Limited Partner •Other ____________ _ __________________ D Officer D Director D Member D Manager [name] (Revised 05/16/19) D General Partner D Limited Partner •Other ____________ _ CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 87. Owners/Investors with a 5% beneficial interest in the Aoolicant Entity or a related entity EXAMPLE JANEDOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. Warrior Creditor Trust 100% [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] t>. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. re of D~rinted Name, Title Date PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. (Revised 05/16/19) CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 91. Name of Entity PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Warrior Creditor Trust 2. Address of Entity (Principle Place of Business) c/o Force 10 Partners, 20341 SW Birch St., Suite 220, Newport Beach, CA 92660 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? n Yes IX] No 5. Type of Entity D Corporation D Limited Liability Company D Partnership 181 Trust D Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Force 10 Agency Services LLC D Officer D Director D Member D Manager (Revised 05/16/19) [name] D General Partner D Limited Partner 181 Other Trustee D Officer D Director D Member D Manager [name] D General Partner D Limited Partner •Other D Officer D Director D Member D Manager [name] D General Partner D Limited Partner •Other CITY OF PALM SPRINGS-PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 107. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANEDOE 50%, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. None -Trust created through Chapter 11 [name of owner/investor] [percentage of beneficial interest in entity and name of entity) B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of. beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. re of D~rinted Name, Title Date February 1 , 2021 PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. (Revised 05/16/19) CITY OF PALM SPRINGS -PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 11Attachment 2 12Department of Public Works and Engineering Vicinity Map CITY OF PALM SPRINGS 13Attachment 3 14Project: 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 February ___ , 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 Asse·ssor 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 Purchase And Sale Agreement of Real Property and Escrow Instructions Page2 55575.40001\33510251.3 151. 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 00/100 ($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 16severance 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 Page4 55575.40001\33510251.3 17required 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 Sign. 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\33510251.3 181.5 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. ESCROW AND CLOSING. 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 19(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 20whose 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 Affiqavit 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 Page8 55575.40001\33510251.3 21Status 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 Purchase And Sale Agreement of Real Property and Escrow Instructions Page 9 55575.40001\33510251.3 22Commitment"). 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 ALT A 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\33510251.3 234.1. 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 24Clean 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-ls. 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 25(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 FAUL TS, 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 FAUL TS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEAL TH, 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 26BUYER'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 Releasers 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 27Without 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 28be 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 29the 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: If to Seller, 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 Warrior Golf, LLC Attn: Jeremy Rosenthal 10100 Venice Blvd, Suite 110, Culver City, CA 90232 Telephone No.: (310) 870-3205 Email: jrosenthal@force1Opartners.com Purchase And Sale Agreement of Real Property and Escrow Instructions Page 17 55575.40001\33510251.3 30With a copy to: If to Escrow Holder, 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 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 31the 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." Seller'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 32IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. BUYER: SELLER: CITY OF PALM SPRINGS, a California charter city and municipal corporation Warrior Golf, LLC, a Delaware limited liability company By:-------------By: __________ _ Its: -------------David H. Ready, City Manager ATTEST: By: __________ _ Anthony Mejia, City Clerk APPROVED AS TO FORM: By: __________ _ Jeffrey Ballinger, City Attorney Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit B-1 Exhibit B-2 Exhibit B-3 Exhibit C Exhibit D Exhibit E Exhibit F-1 Exhibit F-2 Exhibit F-3 Exhibit G Exhibit H Exhibit List --Legal Description of the Right of Way --Legal Description of the Slope Easement --Legal Description of the Channel Structure Easement --Depiction of the Right of Way --Depiction of the Slope Easement --Depiction of Channel Structure Easement -Form of Temporary Construction Easement --Legal Description of Temporary Construction Easement --Depiction of Temporary Construction Easement --Form of Grant Deed --Form of Slope Easement Grant Deed --Form of Channel Structure Easement Grant Deed --Certification of Non-foreign Taxpayer Status --Hazardous Substances Definition Purchase And Sale Agreement of Real Property and Escrow Instructions Page 20 55575.40001\33510251.3 33A 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 PENAL TY 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) Purchase And Sale Agreement of Real Property and Escrow Instructions Page 21 55575.40001\33510251.3 34A 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 ------------------7 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 PENAL TY 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) Purchase And Sale Agreement of Real Property and Escrow Instructions Page 22 55575.40001\33510251.3 35ADDENDUM 1 Contractor Bids BJDJ'ORM BJDFORM <~t.~~~(~.fti'.~lit:-r Jl,.-\Jl: -W,Vl:l:tt ~~-"J-~--qm :~o~~,o,;~Pt.a~ n.-w.. 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U1.!1 -11~/X .-U,';l,UUl 36ACCEPTANCE BY ESCROW HOLDER: COMMONWEAL TH LAND TITLE hereby acknowledges that it has received a fully executed counterpart of the foregoing Purchase and Sale Agreement of Real Property and Escrow Instructions and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder. 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: COMMONWEAL TH LAND TITLE ------------By: Name: ------------1 ts: Purchase And Sale Agreement of Real Property and Escrow Instructions Page 24 55575.40001\33510251.3 37Exhibits "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 38Exhibit "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 LANO 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 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 .Al.ONG 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 89.48'32" 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 LANO 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 00°01'50", AN ARC DISTANCE OF 16.01 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 69"13'52• EAST: THENCE NON-TANGENT TO SAID CURVE NORTH 89°48'32" EAST, A DISTANCE OF 12.55 FEET; Exhibit "A" 55575.40001\33510251.3 1 OF2 39EXHIBIT "A" LEGAL DESCRIPTION APN 677-420..023 WARRJOR GOLF EQUITIES RIGHT-OF-WAY DEDICATION THENCE SOUTH 26°45122" EAST. A DlSTANCE OF 5.03 FEET TO A POINT ON A LINE PARALLEL WlTH SAID SOUTHERLY LINE; THENCE ALONG LAST SAID PARALLEL LINE NORTH 59:14s•32• EAST, A DlSTANCE OF 1201.23 FEET TO THE BEGINNING OF A NON-TANGENT CURVE. CONCAVE NORTHERLY. HAVING A RADIUS OF 43.84 FEET. A RADlAL LINE TO SAID POINT BEARS SOUTH 09a29'43" 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 RADlAL LINE TO SAID POINT BEARS NORTH 74°05•4711 EAST SAID POfNT ALSO BEING ON SAID EASTERLY WHITE WATER CHANNEL RfGHT-OF-WAY UNE; THENCE SOUTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 00°01120", AN ARC DISTANCE OF 12.80 FEET TO THE TRUE P01NT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS. RIGHTS AND RIGHTS-OF-WAV 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 av OR UNDER THE DIRECTION OF: CHARLES R. HARRIS Exhibit "A" 55575.40001\33510251.3 P.L.S.4989 20F2 Exhibit "A-2" 40EXHIBIT "A" LEGAL DESCRIPTION APN 6n -420-023 WARRIOR GOLF EQUITIES SLOPE EASEMENT SLOPE EASEMENT AREA: IN THE CITY OF CATHEDRAL CITY, COUNTY OF RNERSIOE, STATE OF CALIFORNIA, THAT PORTION OF LANO 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 ANO RAMON ROAD; THENCE SOUTH 89.48'32" WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17 ANO 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 ANO 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°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•44•20" EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10°14'37". AN ARC DISTANCE OF 7.84 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 09°29'43~ EAST: THENCE NON•TANGENT TO SAID CURVE SOUTH 89°48'32~ WEST, A DISTANCE OF 55. 73 FEET; THENCE NORTH 14"06'06" Wt:ST, A DISTANCE OF 2.98 FEET; THENCE NORTH 71°01'22" WEST, A DISTANCE OF 4.27 FEET; THENCE NORTH 00"56'13. EAST, A DISTANCE OF 9.28 FEET; Exhibit "A" 55575.40001\33510251.3 1 OF2 41EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES SLOPE EASEMENT THENCE NORTH 78°53'58" EAST, A DISTANCE OF 62.40 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 73°48'48" 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 00•31'25'", AN ARC DISTANCE OF 24.34 FEET TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS ANO RIGHTS-OF-WAY OF RECORD. CONTAINING 1,264 SQUARE FEET OR 0.029 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "B .. ATTACHED HERETO ANO MADE A PART HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: CHARLES R. HARRIS DATED: It.fa ,ho✓ '7 > Exhibit "A" 55575.40001\33510251.3 P.L.S. 4989 20F2 42Exhibit "A-3" EXHIBIT UAIJ LEGAL DESCRIPTJON 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 OESCRlBED IN GRANT DEED RECORDED APRIL 27. 2011 AS DOCUMENT NO. 2011-0183718, OF RtVERSIOE 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 BEtNG THE CENTERLINE INTERSECTJON OF LANDAU BOULEVARD AND RAMONROA,O; THENCE SOUTH a9•4s•32q WEST ALONG THE SOUTHERLY UNE OF SAID SECTION 17. A DISTANCE OF 288.81 FEET; THENCE NORTH 00°11'28" WEST, A DISTANCE OF 50.50 FEET TO A PalNT ON A LINE PARALLEL WITH SAID RAMON ROAD CENTERUNE AND THE TRUE POINT OF BEGINNING: THENCE SOUTH 8944W32" 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 66Q11'55" EAST. A DISTANCE OF 9.02 FEET: THENCE NORTH 71•43'14'' EAST, A DISTANCE OF 15.47 FEET TO A LINE PARALLEL WITH SAIO RAMON ROAD CENTERLINE: THENCE NORTH 89°48'32• 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* 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. Exhibit "A" 55575.40001\33510251.3 1 OF2 43EXHIBIT "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 •e" ATTACHED HERETO AN PREPARED BY OR UNDER THE DIRECTION OF: CHARLES R. HARRIS Exhibit "A" 55575.40001\33510251.3 P.L.S.4989 2 01= 2 44Exhibits "B-1 ", "B-2", and "B-3" DEPICTION OF THE RIGHT OF WAY, SLOPE EASEMENT, CHANNEL STRUCTURE EASEMENT Exhibit "B" 55575.40001\33510251.3 Exhibit "B-1" 45EXHIBIT •e• \, RAMON ROAD RIGHT-OF-WAY ,~ ~ APN 971·420-023 WARRIOR GOLF EQUITES 'o: ~ SEC. 17, T.4S., R.5E., SBM ! ~ ?--' WARRIOR COl.f EOOTIES n: o c!t SEE DETAIL •A• BELOW LEFT '~ ~ PER ooc. f 2011-0Hmte ~§ ~~ -t\ Rte. 04/27/2011, O.R. WHITE WATER:\ c-. ~ I <o APN: 677-420-023 CHANNEi.. R/W .._,~ 't> SEE DETAIL •a•\' ~~~I '\\ R/W AREA BELOW RIGHT \ Ii~ 12.895 SO. FT. -r-(" 0.296 /II;. ~ / \ " N ll!748'32~ E t201.2S o· 200· •oo· NO. &ARIN(; t.CNCTH ~ SCAlE 1 • ... 200' PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 L1 S 89'48 32 W N 89'48 32 E S 26'4522 E CURVE DATA Q a: < > w ~l :, <C ~I ..J J.N. 1963 SHEET 1 OF 1 Exhibit "Bff 55575.40001\33510251.3 Exhibit "B-2" 46o· -40• EXHIBIT "B" SLOPE EASEMENT APN 877•420-023 WARFIOR GOLF EOUmES SEC. 17. T .. 4S •• R.5£., SBM \I WARRIOR GOU' EQUITIES \\ ~ON COVE. PA.RTNERS P£ff DOC. f 2011-0183718 ,PER DOC, J 2005-0485055 REC. 0'/27 /2011. O.R. \ REC. 06 17 /2005* O.R. APN: 677-420-023 APN: 6?7-420-040 N73" 4a• 48'"£ \_ _ T.PAB. 2 •4.J SLOPE R \ AREA ------·--__,..--\.<.l--0 \ --·-....1------"r--RAMON ROAD \ ----~~--·---4.-----""" LINE DATA NO. 8£ARIN(j L£NG'Oi l1 S 89'-48'32· W 210.79' l2 s ag-43~32• w 55.73 L3 N 14"06106"' W ua· l4 N 11•of'22" W 4.21 LS H OO'!ili"13" £ 9.28 t6 H 78"53'58" E &:uo· CURVE DATA NO. OB.TA RAOOJS LENGTH c, 00-0~•40• 33000,(10" S4 ,o· C2 10•14•37• 43.84' 7.84· CJ 00-31'?.5" 3J()OO.OO' 24-.34 ao· -------PROJECT W.ME: RAMON ROAD CITY PROJECT NO. 08-25 MSA CONSULTING, INc. S Pl.AT tS AN Al() IN ESCRtatO IN THE PRECE01NG ARE LOCATED IN lH£ Exhibit "B" 55575.40001\33510251.3 J.N. 1963 PLANNINO • BNO.INBBIUNO LAND SokVSYINO SH££T 1 Of t 47Exhibit "B-3" EXHIBIT "B• CHANN&L STRUCTURE EASEMENT on APN 877-420-023 WARRK>R 80lF EQUITIES ! I C1i SEC. 17, T.4S., R.SE., SOM ;r:i WAAAIOR c0t..r roumES a. ,g I... i PER OOC. I 2011-0183718 ~~,'T < R£C. 04/27/2011, O.R. 8.,t~ > ' SEE DET. AIL • A. APH: 677-420-023 I y 8 ~ I' ~ ~✓ BELOW LEFT SEE DETAIL ·e· 1~ ~ 0 I I g -\ CHANNEL AREA BELOW RIGHT \-. ' l5 ~ II :::, I / I\'\ /' o.. ~ < I \ 12,390 SO. FT, / I ji I \ \ 0.284 AC. < 1 \ l 1oe1.20• r......,_....,, _,\ _ __ _ s a9'4{fl2"W1121.&J· ___ ~ +-~ _ IH-----t"'----\ RAMON ROAD \ \ \ \ P.O.C. \ • S£ COR. '-.. SEC ,Y ----II .., I T.P.o.8. I :, I!::! ~El g L7 L3 S 89"48'32· W 1127.83' ex. R/W RAMON ROAO L1 --------l'y----4 ~ -I ;r7'16 DETAL 'A" NOT TO SCAl..£ NEVADA CAUf"OR>.IIA El.EC. CORP. A C/L ESMT. Pm BOOK 455 PAC£ LU 106 R£C. 1/16/tHO, O.R. . PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 NO. L1 L2 I.'\ l4 1..5 L6 L7 LfNE DATA 8'11RING S 89'48·32-W N OO'lt 2lf w N 1T03O&" W N 66"11 55-E N 71"43'14" E: S 71'01 22-E S 14'0606" E S Pl.AT IS AH NO IN LOCATINC lHE f' S 0ETAIL -e• 20 21 NOT TO SCALE P.O.C. I ~ S( COft I Q SEC. 17 Z LENGTH 288.81 50.50 2.86 9 .. 02 15.47' 25.16 2.98 < ..J o· 200· 400• ~ SCALE 1•-200• MSA CONSULTING. INC. Pl.ANNING • Clvn. ENO a LAND Su'RVBYlNO IBED 1H lHE PRECEDING OOCUl.!ENT. AU PRIMARY NIE \.OCATEO IN TH£ WRITTEN OESGR N". J.N. 1963 SH£ET 1 Of" I Exhibit "B" 55575.40001\33510251.3 48RECORDING 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 "C" 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 "Granter''), 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: -------------By: ____________ _ Its: -------------- 49CERTIFICATE 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. Dated: ----------Exhibit "C" 55575.40001\33510251.3 CITY OF PALM SPRINGS, a California charter city and municipal corporation By: ____________ _ Name: --------------Its: --------------- 50Exhibit "D" LEGAL DESCRIPTION OF THE TEMPORARY CONSTRUCTION EASEMENT AREA EXHISIT"A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUmES TEMPORARY CONSTRUCTION EASEMENT TEMPORARY CONSTRUCTION EASEMENT AREA: IN THE CITY OF CATHEDRAL ClTY, 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 EAST1 SAN BERNARDINO MERIOlAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 17. SAJO POINT ALSO BEING THE CENTERLINE INTERSECTtON OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 89°48'32• 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 RADlAL LINE TO SAJO POINT BEARS NORTH 74°11'27'" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF OOG08'1311, AN ARC DISTANCE OF 78.87 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 78°53158" 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°48'32,. WEST. A DISTANCE OF 1081.21 FEET; THENCE SOUTH 11•43•14• WEST, A OlSTANCE OF 15.47 FEET; THENCE SOUTH 66°11•55• WEST. A DISTANCE OF 9.02 FEET; THENCE SOUTH 17°03'06" EAST1 A DISTANCE OF 2.86 FEET; THENCE SOUTH 89°48.3211 WEST, A DISTANCE OF 17.67 FEET'; THENCE NORTH 26°45-i2• WEST, A DISTANCE OF 5.03 FEET; Exhibit "D" 55575.40001\33510251.3 1 OF 3 51EXHIBIT HAH LEGAL DESCRIPTION APN &n-420-023 WARRIOR GOLF EQUITIES TEMPORARY CONSTRUCTION EASEMENT THENCE SOUTH 89°48'32 .. 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. 1987-1732441 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 UNE TO SAID POINT BEARS NORTH 69°13'5T EAST; THENCE NORTHERLY ALONG THE ARC OF SAJO CURVE. THROUGH A CENTRAL ANGLE Of 00°05133 .. , AN ARC DISTANCE OF 48.48 FEET. A RADlAL LINE TO SAID POlNTBEARS NORTH 69°08'1~ EAST; THENCE NON•TANGENT TO SAID CURVE NORTH 90900'00" EAST, A DISTANCE OF 315.20 FEET; THENCE NORTH 42•os•4r EAST. A DISTANCE OF 9.01 FEET; THENCE NORTH 90°00t00" EAST. A DISTANCE OF 105.80 FEET: THENCE SOUTH 31 °30'23" EAST, A DISTANCE OF 8.55 FEET; THENCE SOUTH 52°001441' EAST, A DISTANCE OF 31.82 FEET; THENCE NORTH 89•19~09• EAST. A DISTANCE OF 102.20 FEET: THENCE NORTH 721141'0511 EAST, A DISTANCE OF 34.43 FEET; THENCE NORTH 66°54•24• EAST, A DISTANCE OF 24.TT FEET; THENCE NORTH 89D30'07" 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" EASTt A DISTANCE OF 28.88 FEET: THENCE NORTH s9•15~30" EAST. A DISTANCE OF 241.96 FEET; THENCE SOUTH 20°32'52• EAST, A DISTANCE OF 22.88 FEET; THENCE NORTH 89°41'05" EAST. A DISTANCE OF 75.31 FEET; Exhibit "D" 55575.40001\33510251.3 20Ft 52EXHIBIT "A" LEGAL DESCRIPTION APN 677-420..023 WARRIOR GOLF EQUmES TEMPORARY CONSTRUCTION EASEMENT THENCE NORTH 78"53'58" 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 SAJO POINT BEARS NORTH 74°01'09" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE Of 00°02'05", AN ARC DISTANCE OF 20.00 FEET TO THE TROE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS-OF-WAY OF RECORD. CONTAINING 40,245 SQUARE FEET OR 0.924 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: CHARLES R. HARRIS DATED; /t ti;f o 17 J Exhibit "D" 55575.40001\33510251.3 P.L.S. 4989 53· Exhibit "E" DEPICTION OF THE TEMPORARY CONSTRUCTION EASEMENT AREA A NEY..~ CAUFORtM EL.EC. CORi>. L,UC/L ESMl. PER BOOK 455 PA.Gt 106 REC. 1/,6/1940, O.R. £ RCFC £SMT. PO INST. f 45n.58 REC. 12/19/1990. O.R. PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 Exhibit "E" 55575.40001\33510251.3 DETAIL •e• NOT TO SCAl.£ CURVE DATA RAOWS 33000.00 JOOJ0.00 J30oo.otr o· 200· 400• ~ SCAlE 1•.200• 0 a: < > w ..J ::, 0 m 78.87 20.00 TEMPORARY CONSTRUCTION EASEMENT J.N. 1963 lZW/41 MSA CONSUL TING, INC PLANNING • Ctvn.. ENO LAND SURVBYINO SHEET l Of' t 54Exhibits "F-1 ", "F-2", and "F-3" FORM OF GRANT DEED, SLOPE EASEMENT GRANT DEED, CHANNEL STRUCTURE EASEMENT GRANT DEED Exhibit "F" 55575.40001\33510251.3 55RECORDING 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 APN: 677-420-023 EXHIBIT "F-1" SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED (RAMON ROAD} 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 "B-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: , _____________ _ 56Exhibit "A-1" EXHIBIT "A" LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES RIGHT-OF-WAY DEDICATION RJGHT-OF•WAY AREA: IN THE CITY OF CATHEDRAL C1TY. COUNTY OF RIVERSIDE. STATE OF CAUFORNfA. THAT PORTtON OF LAND AS DESCRIBED IN GRANT DEED RECORDED APRIL 27. 2011 AS DOCUMENT NO. 2011 ... 0183718, OF RIVERSIDE COUN1Y 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 SAIC SECTION 17, SAID POJNT ALSO BEING THE CENTERLINE INTERSECTION OF LANDAU BOULEVARD AND RAMON ROAD; THENCE SOUTH 89•48'32• WEST ALONG THE SOUTHERLY UNE Of SAID SECTION 17 AND THE CENTERUNE 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 NQN ... TANGENT CURVE CONCAVE WESTERLY. HAVING A RADIUS OF 33.000.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 74°11·2r• EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE AND SAtD EASTERLY LINE, THROUGH A CENTRAL ANGLE OF 00•04•2cr, 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 ae•48132ff WEST. A DISTANCE OF 1221.48 FEET TO THE BEG1NNING OF A NON-TANGENT CURVE. CONCAVE WESTERLY, HAVING A RADIUS OF 30.030.00 FEET. A RADIAL LINE TO SAID POINT BEARS NORTH 69°15'42u EAST SAID POINT ALSO BEING ON THE EASTERLY LINE OF A PORTtON OF LAND DESCRIBED IN GRANT DEED RECORDED JUNE 18, 1987 AS INSTRUMENT NO. 1987-1732441 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE NORTHERl Y ALONG THE ARC OF LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 00°01'50'\ AN ARC DISTANCE OF 16.01 FEET. A RACIAL LlNE TO SAID POINT BEARS NORTH 69°13'52• EAST; THENCE NON• TANGENT TO SAID CURVE NORTH 89°48432° EAST. A DISTANCE OF 12.55 FEET; Exhibit "F" 55575.40001\33510251.3 1 OF2 57EXHIBIT "A., LEGAL DESCRIPTION APN 677-420-023 WARRIOR GOLF EQUITIES RIGHT-OF-WAY DEDICATION THENCE SOUTH 26°45122" EAST. A DISTANCE OF 5.03 FEET TO A POINT ON A LINE PARALLEL WtTH SAID SOUTHERLY LINE; THENCE ALONG LAST SA1D PARALLEL LINE NORTH 8~48.32" 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°29'43° EAST; THENCE EASTERLY ALONG THE ARC OF SAJD 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 RA01US OF 33,000.00 FEET. A RADIAL LINE TO SAID POINT BEARS NORTH 74•05•47• EAST SAID POtNT ALSO BEING ON SAID EASTERLY WHITE WATER CHANNEL RIGHT-OF-WAY LINE: THENCE SOUTHERLY ALONG THE ARC OF LAST SAID CURVEt THROUGH A CENTRAL ANGLE OF 00°01~0'\ AN ARC DISTANCE OF 12.80 FEET TO THE TRUE POlNT 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 ANO MADE A PART HEREOF. PREPARED BY OR UNDER THE DlRECTION OF: CHARtES R. HARRIS Exhibit "F" 55575.40001\33510251.3 P.l.$.4989 20F2 58Exhibit "B-1" EXHIBIT •e• \ RAMON ROAD AIGHT·OF·WAY ~ APN 877•420--028 WARRIOR GOLF EQUJTES ~ I ' i. SEC. 17, T .4S., R.5£., SBM i ! ~ ~ -y~ WAMJOR OOlF EOUlltS o.:: . I ~ g DETAIL •A• BELOW LEPT ·~ PER ooc. I 201t-OHJ3716 . . ~§~. 1 R£C. 04/27/2011. O.R. . . WHfTE. WA.Wt~ 8."' ~ ,.!_ \~ Q APN: 677-•20-023 CHANNEL R/W 11tta,~ % SEE DETAIL. •a• . ~0 ~& \\ RJW. AREA BELOW RIGHT J\ I:~ 12,.895 SO. FT, • ,\-~ ~ a~6¢ ; , H ff 4a• 3. • E t20 t .23' \ \ o· 200· 400' ~ SCAlE 1"' 200' NEVADA CALIFORNIA El.EC. CORP. _& C/t £SW. PER BOOK 455 PAGE 106 REC. 1/16/1940. O.R. ~ RCrC ESMT. PER INST. # 457958 l.J:l REC. 12/t9/1tn0. O.R. PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 S Pl.AT IS AN AIC LOCATING lliE PARC . · SCRt8ED IN TH£ PRECEc»NG OOCUME:NT. ALL PRIMARY LOCA IN THE WRITTEN DESCRl?TIOH'". Exhibit "F" 55575.40001\33510251.3 NO, LENGTH c1 .,.atr ~ 16m· ~ 7M C4 00"01 ·20 33000.00 12.80 <11 MSA CONSULTING. INC PLANNINO • EN ING LAND SuRVIMNO J.M. 1963 SHEET 1 OF t 59CERTIFICATE 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 ("Granter'') 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. Dated: ----------Exhibit "F" 55575.40001\33510251.3 CITY OF PALM SPRINGS, a California charter city and municipal corporation By: ____________ _ Name: --------------Its: --------------- 60EXHIBIT "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-1" attached hereto and Exhibit "B-1" attached for illustration purposes Reserving unto the Granter 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: -------------- 61Exhibit "A-2" EXHIBIT "A0 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 LANO 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 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 ANO 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 ANO SAID EASTERLY LINE, THROUGH A CENTRAL ANGLE OF 00°05'40M, 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 RADlAL LINE TO SAID POJNT BEARS SOUTH 19°44'20" EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10°14'37", AN ARC DISTANCE OF 7.84 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 09°29'43" EAST; THENCE NON-TANGENT TO SAID CURVE SOUTH 89°48'32" WEST, A DISTANCE OF 55.73 FEET; THENCE NORTH 14906'06• WEST, A OISTANCE OF 2.98 FEET; THENCE NORTH 71°01'22" WEST, A DISTANCE OF 4.27 FEET; THENCE NORTH 00°56'13• EAST. A DISTANCE OF 9.28 FEET; Exhibit "F" 55575.40001\33510251.3 1 OF2 62EXHIBIT "A" LEGAL DESCRIPTION APN 677-420.023 WARRIOR GOLF EQUITIES SLOPE EASEMENT THENCE NORTH 78°53'58• EAST, A DISTANCE OF 62.40 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 73°48'48" 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 00°31'25•, AN ARC DISTANCE OF 24.34 FEET TO THE TRUE POINT OF BEGINNING; SUBJECT TO EXISTING EASEMENTS, COVENANTS. RIGHTS ANO RIGHTS-OF-WAY OF RECORD. CONTAINING 1,264 SQUARE FEET OR 0.029 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "B .. ATTACHED HERETO ANO MAOE A PART HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: CHARLES R. HARRIS P .L.S. 4989 DATED: 1!.ft!a_o. ✓'7 j Exhibit "F" 55575.40001\33510251.3 20F2 63Exhibit "B-2" EXHIBIT v9v St.OPE EASEMENT APN 877•420-028 WARRIOR GOLF f!QIJJTIES SEC. 17 • T ~4S., R.5£., SBM \ l WARRtOR GOlF EQtJmES \\ CtMARRON COVE PAATNEAS PER OOC. f 2011-0183718 ,PER DOC. f 2005-0485055 ~EC. 04/27/2011. o.rt ·, REC. 06/17/2005. O.R. APN: 677-420-023 APH: 611-420-040 H7.3'"48•4a"E \__ R .. ,r--____ _ \ -----------~ b \ --~-------"r--RAMON ROAD \ ----·-------4----Y LINE DATA NO. BEARJtiG LENGTH l1 S 89'48'32"' W 210.79 l2 S ag43·32· W ~.73' L3 N 14"06 otr w 2,98' l4 N 11•01·22· W 4.2T l.5 N ou56· 13"' E 9.28' l6 N 78'SJ·sa-E 62.40' CURVE DATA NO. DaTA RADIUS LENGTH o· 40• so· ~ SCH.£ ,•.40• 17 18 PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 MSA CONSULTING, I.NC PLANNJNO•Ovn..B INBBIUNO Exhibit "F" 55575.40001\33510251.3 J.N. 1963 LAND SURVEYING SHEET 1 Of 1 64CERTIFICATE 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 ("Granter'') 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 -Slope Easement. Dated: _________ _ Exhibit "F" 55575.40001\33510251.3 CITY OF PALM SPRINGS, a California charter city and municipal corporation By: ____________ _ Name: --------------Its: --------------- 65RECORDING 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 66This instrument shall be binding upon and inure to the benefit of the successors and assigns of Granter. Dated: ----------Exhibit "F" 55575.40001\33510251.3 GRANTOR: Warrior Golf, LLC, a Delaware limited liability company By:-------------Its: --------------By: __________ _ Its: -------------- 67Exhibit "A-3" EXHIBIT 11A" 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. 2011-0163718, 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 s9•4S·32• WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 17, A DISTANCE OF 266.81 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 ANO THE TRUE POINT OF BEGINNING; THENCE SOUTH 59•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 66°11'55" EAST, A DISTANCE OF 9.02 FEET; THENCE NORTH 11•43•14• EAST, A DISTANCE OF 15.47 FEET TO A LINE PARALLEL WITH SAID RAMON ROAD CENTERLINE; THENCE NORTH 89°48'32" 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" 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. Exhibit "F" 55575,40001\33510251.3 1 OF2 68EXHIBIT "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 •e" A TT ACHED HERETO AN PREPARED BY OR UNDER THE DIRECTION OF: CHARLES R. HARRIS DATED: /.Jfefe.,d,7 • 0 Exhibit "F" 55575.40001\33510251.3 P.L.S. 4989 2or:2 69Exhibit "B-3" EXHIBIT "B" CHANNEL STRUCTURE EASEMENT APN 877--420--023 WARAlOR GOLF !QUITIES SEC. 17, T.45 .•• R.5E., S8M \ ___ _,,. I§ I T.P.o.& l ::> N 89"46.J2" E l.7 LJ ,~ ~n I g -DET;~:Ao_:_RO_A_o_ A.t,---~-=-~ 1_; NOT TO SCALE NOT TO SCAl£ P.O.C. t ~ HF/AOA CAUF'ORNIA ELEC* CORP. /\ C/l ESMT. PER BOOK 455 PAGE Lil 106 REC. 1/16/1940, O.R, PROJECT NAME: RAMON ROAD CITY PROJECT NO. 08-25 Exhibit "F" 55575.40001\33510251.3 NO. L1 L2 L3 l4 L5 L6 L7 LINE DATA 8EARING s asi•4e .)2 w N OO-ff28~ W N 1T03'06• W N 5tr 11'55~ E H 71•4,314~. E S 11•01 ·22~ E S 14•05•06-£ SECOR., c SEC. 17 s LEN<mi 288.81 50.50 2.86' 9.02 1SA7' 25. ,er 2.98" o· 200· 400• ~ SCALE r•-200• MSA CONSULTING, INC. PLANNING • Civu.. BNo. o LA.ND SuR.VBnNO J.N. 1963 SHEET 1 Of 1 70CERTIFICATE 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 "F" 55575.40001\33510251.3 CITY OF PALM SPRINGS, a California charter city and municipal corporation By: __________ _ Name: --------------1 ts: --------------- 71DO NOT RECORD. DO NOT SEND TOIRS. EXHIBIT G CERTIFICATION OF NON-FOREIGN STATUS BY TRANSFEROR TRANSFEREE(BUYER) MUST RETAIN FOR SIX YEARS AFTER THE TRANSACTION. 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: (I) 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). (II) 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 72A. 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 _________ County, State of _________ _ on _____________ _ Transferor: By: Title: Exhibit "G"" 55575.40001\33510251.3 73EXHIBIT 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, perchloroethylene 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 seq., or the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq.; (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 74(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 seq.; (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 seq., or the Nuclear Waste Policy Act, 42 U.S.C. §§ 10101 et seq. (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 seq.; 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