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HomeMy WebLinkAbout9/5/2007 - STAFF REPORTS - 2.Y. Supplement to item 2Y Recent Shadowrock Financial Chronology September 2005 - Fairway Onshore Loan Fund (a Stark subsidiary) makes a loan to Shadowrock LLC in the amount of $37,500,000.00 towards the development of the Shadowrock Proejct. January. 2006 — Shadowrock LLC transfers its interest in the Development Agreement to Shadowrock Real Estate Development LLC ("SRED"), an entity that includes Mark Bragg and Barrow Street Investments. The obligation on the loan becomes an obligation of SIRED. January 4, 2006 — Palm Springs City Council consents to the transfer from Shadowrock LLC to SRED. Early Summer. 2007 — Negotiations between Fairway / Stark and SRED are underway for Fairway/ Stark to take over SRED's interest in the Development Agreement in lieu of Fairway foreclosing on its loan. Late July, Early August —Agreement in principle reached between Fairway/ Stark to take over SRED's interest in the Development Agreement. September 5. 2007 — Council to act on consent to assignment of SRED's interest in the Development Agreement to Shadowrock Palm Springs Development LLC ("SPSD"). September 6. 2007-- If the Council consents, the assignment of the Development Agreement from SIRED to SPSD will become effective. As described in the Staff Report, 85% of SPSD will be held by Fairway Shadowrock LLC, an affiliate of Stark Investments. Bragg and others will have a 15% interest in SPSD. The sole manager of SPSD will be Fairway Shadowrock LLC, the Stark affiliate. �QF P A l M S,p i2 t, 41 onnn�,n;, CITY COUNCIL STAFF REPORT DATE: September 5, 2007 SUBJECT: Consent to the Assignment of Shadowrock Real Estate Development LLC Interest in the Development Agreement for the Shadowrock Project to Shadowrock Palm Springs Development LLC FROM: David H. Ready, City Manager BY: Douglas Holland, City Attorney STAFF REPORT Pursuant to the terms of the Development Agreement between the City of Palm Springs and Shadowrock Real Estate Development LLC ("SRED"), an assignment of SRED's interest in the Development Agreement requires the approval of the City Council. SIRED is obligated on a debt in the original principal amount of $37,500,000.00 (the "Note")- The Note is secured by a Deed of Trust, Assignment of Leases and Rents and Security Agreement and an Assignment of Leases and Rents. The Note is owned by Fairway Onshore Loan Fund LLC, a Delaware limited liability company ("Lender"). SRED and Lender have negotiated a proposed transaction in which, if consummated, SRED's interest in the Development Agreement would be transferred to Shadowrock Palm Springs Development LLC ("SPSD"), a newly formed limited liability corporation in which a subsidiary of the Lender, Fairway Shadowrock LLC, would become the sole Manager and hold 85% of the membership interests therein. An affiliate of Stark Investments, a large hedge fund company, SISF Onshore Fund, is the owner of the Lender. The remaining 15% would be held by the parties who now comprise the members of SIRED. All management authority would be vested solely in the Manager. No one other than the Manager would have the authority to direct the activities of the proposed transferee, SPSD. This transaction is intended by SIRED, SPSD, and the Lender as a deed-in-lieu of foreclosure and the debt owed under the Note will be cancelled concurrently with transfer of the Project to SPSD. All decision-making authority and rights to act as owner will, post-transfer, will belong solely to Fairway Shadowrock LLC, the Lender's subsidiary. ITEM NO. City Council Staff Report September 5, 2007 -- Page 2 Consent to Assignment of Interest in Shadowrock Development Agreement There is an argument that the proposed transfer falls within the language in Section 12.1(a)(i) of the Development Agreement which excludes "any mortgage, deed of trust, sale/leaseback, or other form of conveyance for financing and any resulting foreclosure therefrom" from the prohibition upon assignment of the Development Agreement without consent. The City Attorney's Office is concerned that the Development Agreement only exempts situations that result in foreclosure and since the proposed transfer actually avoids foreclosure, City Council consent of the transfer is required. The Development Agreement provides that the City Council shall consider the following factors in considering whether it will grant approval of any transfer: (1) Whether the completion of the Project is delayed or jeopardized; (2) The financial strength and capability of the proposed transferee to perform the obligations of the Development Agreement; and (3) the proposed transferee's experience and expertise in the planning, financing, development, ownership, and operation of similar projects. Stark Investments is an investment management group that manages several private investment funds. Pursuant to its web page, Stark Investments has over US$13 billion in assets under management. Stark Investments reportedly has a real estate team and also partners with Regent Properties on many of its real estate investments. Representatives of Stark Investments have indicated that Regent Properties will be a co-developer on this project. The proposed transfer will place ownership and control of the Project in what appears to be a well-capitalized entity, thereby minimizing the risk that completion of the Project could be jeopardized if the Development Agreement is extended pursuant Lo the pending referendum. The City has not been asked to amend or modify the Development Agreement in any respect and any action or the City Council to consent to the Assignment will not affect the referendum on the extension of the Development Agreement that is on the ballot in November. RECOMMENDATION: Staff recommends the City Council consent to the assignment of Shadowrock Real Estate Development LLC interest in the Shadowrock Development Agreement to Shadowrock Palm Springs Development LLC and authorize the City Manager to execute the Consent to Assignment. Douglas Holland, City Attorney David H. Ready, City er Attachment: Assignment and Consent to Assignment 00000� Form of Assignment and Assumption of Development Agreement RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: Gibson, Dunn & Cratcher LLP 333 S. Grand Ave., Suite. 4900 Los Angeles, California 90071 Attention: Dennis B. Arnold, Esq. ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is executed as of the day of August, 2007, by and between SHADOWROCK REAL ESTATE DEVELOPMENT, LLC, a Delaware limited liability company("Assignor"), and SHADOWROCK PALM SPRINGS DEVELOPMENT LLC, a Delaware limited liability company("Assignee"). Pursuant to that certain AGREEMENT FOR CONVEYANCE OF REAL PROPERTY entered into as of August_, 2007 (the "Agreement") by and between Assignor and Assignee, which Agreement is hereby incorporated herein by this reference, and for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the undersigned agree as follows_ 1. Pursuant to the Agreement, the assignment and assumption of the Development Agreement (as defined below) is a condition to the sale and transfer of the real property subject to the Development Agreement. The property subject to the Development Agreement is described in Exhibit "A" attached hereto and incorporated herein by this reference(the "Subject Property"). 2. Assignor hereby grants, sells, transfers, conveys, assigns and delegates to Assignee all of Assignor's rights, title, interest, benefits, privileges, duties and obligations (the "Assigned Rights") arising under or from that certain Development Agreement, entered into on November 17, 1993 by and between the city of Palm Springs, as "City", and Shadowrock Ventures, a California general partnership, as "Developer", as amended to the date hereof(the "Development Agreement"), which Development Agreement is hereby incorporated herein by this reference, with respect to the Subject Property, excluding therefrom any liabilities resulting from any breach by Assignor thereunder prior to the date hereof. 3. Assignee hereby accepts the foregoing assignment and assumes and agrees to penfonn all of the duties and obligations of Assignor arising under or from the Development Agreement and, provided that the City of Palm Springs consents to this Assignment, Assignor is hereby released from all sucln duties and obligations, excluding therefrom any liabilities resulting from any breach by Assignor thereunder prior to the date hereof 4. Assignee agrees to and hereby does indemnify, defend and hold Assignor and its ennployees, agents, officers, directors and shareholders, harmless from and against any and all losses, damages, liabilities, suits, actions, causes of action, claims, fines,proceedings, costs and 00000�13 expenses (collectively, "Liabilities") which arise from, in respect of, in connection with or otherwise relate in any manner or to any extent to the Development Agreement and arise on or after the date of this Assignment, including, without limitation, all reasonable attorneys' fees and other costs and expenses incurred by Assignor in connection therewith_ Assignor agrees to and hereby does indemnify, defend and hold Assignee harmless from and against any and all Liabilities which arise from, in respect of, in connection with or otherwise relate in any manner or to any extent to the Development Agreement and arise prior to the date of this Assignment, including, without limitation, all reasonable attorneys' fees and other costs and expenses incurred by Assignee in connection therewith. 5. Assignor and Assignee execute this Assignment pursuant to Section 12.1 of the Development Agreement- 6- This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. [SIGNATURE PAGE FOLLOWS] 060004 2 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assigmnent as of the day and year first above written. ASSIGNEE: SHADOWROCK PALM SPRINGS DEVELOPMENT LLC, a Delaware limited liability company By: FAIRWAY SHADOWROCK LLC a Wisconsin limited liability company Its: Manager By: Name: Title: ASSIGNOR: SHADOWROCK PALM SPRINGS DEVELOPMENT LLC, a Delaware limited liability company By: Shadowrock Holdings, L.P., a Delaware limited partnership, as sole Member and Manager By: Shadowrock 11, LLC, a California limited liability company, as Administrative General Partner By: Name: Mark Bragg Title: Manager oo�a� 3 CONSENT TO ASSIGNMENT THIS CONSENT TO ASSIGNMENT ("Consent") executed by the CITY OF PALM SPRINGS (the "City") as of August_, 2007 is attached to and made an integral part of and is incorporated into that certain ASSIGNMENT AND ASSUMPTION AGREEMENT executed as of the_day of August, 2007, by and between SHADOWROCK REAL ESTATE DEVELOPMENT, LLC, a Delaware limited liability company ("Assignor"), and SHADOWROCK PALM SPRINGS DEVELOPMENT LLC, a Delaware limited liability company("Assignee") (the "Assignment"). WHEREAS the City is a party to that certain Development Agreement executed November 17, 1993 by and between the City of Palm Springs and Shadowrock Ventures, a California general partnership, as "Developer", (the "Development Agreement"). WHEREAS, pursuant to the terns and conditions of the Assignment, Assignor intends to grant, sell, transfer, convey, assign and delegate to Assignee all of Assignor's right, title, interest, benefits, privileges, duties and obligations arising under or £roan the Development Agreement. WHEREFORE, the undersigned agrees as follows: (1) Pursuant to Section 12.1. of the Development Agreement, the City hereby consents to the terns and conditions of the Assignment. (2) Pursuant to Section 12.1. of the Development Agreement, and provided that Assignor and Assignee enter into the Assignment on the terns and conditions provided therein, Assignor shall be relieved of and from further liability or responsibility for the obligations arising under the Development Agreement, and the City shall look solely to the Assignee for compliance by Assignee with the terms, conditions and provisions of the Development Agreement_ IN WITNESS WHEREOF, the City has executed this Consent as of the day and year first written above. CITY OF PALM SPRINGS By: Name: Its: APPROVED BY: By: Name: Its: 4 Moos STATE OF CALIFORNIA ) ) SS: COUNTY OF ) On before me, a Notary Public, personally appeared personally known to me (or 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_ WITNESS my hand and official seal. (SEAL) STATE OF CALIFORNIA ) SS: COUNTY OF ) On before me, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) Ware 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. WITNESS my hand and official seal. (SEAL) 5 000067 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Palm Springs, County of Riverside, State of California, described as follows: PARCELI: SECTION 5, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. EXCEPTING THEREFROM THAT PORTION CONVEYED TO RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, BY DEED RECORDED JULY 12, 1971 AS INSTRUMENT NO. 75722, OFFICIAL RECORDS; ALSO EXCEPTING THEREFROM, THAT PORTION CONVEYED TO PARKS OPEN SPACE AND TRAILS FOUNDATION OF PALM SPRINGS, A CALIFORNIA NON-PROFIT CORPORATION, BY DEED RECORDED SEPTEMBER 14, 1994 AS INSTRUMENT NO. 353564, OFFICIAL RECORDS; ALSO EXCEPTING THEREFROM, THAT PORTION LYING WITHIN SAID SECTION 5, TOWNSHIP 4 SOUTH, RANGE 4 EAST, CONVEYED TO CALIFORNIA DESERT PUBLIC FINANCING AUTHORITY, A PUBLIC AGENCY, BY DEED RECORDED FEBRUARY 16, 1999 AS INSTRUMENT NOS. 059380 AND 059381 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION THEREOF CONVEYED TO THE DESERT WATER AGENCY, A PUBLIC AGENCY, BY GRANT DEED RECORDED OCTOBER 25, 2005 AS INSTRUMENT NO. 05-880043 OF OFFICIAL RECORDS. PARCEL 2: THE NORTH HALF OF SECTION 8, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. EXCEPTING THEREFROM, THOSE PORTIONS CONDEMNED BY THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT BY FINAL. JUDGEMENT OF CONDEMNATION VESTING TITLE, IN UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA, CASE NO. 70-1877 IH, A CERTIFIED COPY OF WHICH RECORDED MAY 25, 1971 AS INSTRUMENT NO. 55539, OFFICIAL RECORDS, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCELS 6070-11A, 6070-11C AND 6070-1 ID, AS SHOWN ON RECORD OF SURVEY FILED OCTOBER 8, 1969 IN BOOK 54 PAGES 52 THROUGH 55, INCLUSIVE, OF RECORDS OF SURVEY. 6 OO6003 ALSO EXCEPTING THEREFROM, THAT PORTION CONVEYED TO PARKS OPEN SPACE AND TRAILS FOUNDATION OF PALM SPRINGS, A CALIFORNIA NONPROFIT CORPORATION, BY DEED RECORDED SEPTEMBER 14, 1994 AS INSTRUMENT NO. 353564, OFFICIAL RECORDS; ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO CALIFORNIA DESERT PUBLIC FINANCING AUTHORITY BY DEED RECORDED FEBRUARY 16, 1999 AS INSTRUMENT NO. 99-59380 OF OFFICIAL RECORDS. PARCEL I.- THAT PORTION OF SECTION 5 AND THE NORTH HALF OF SECTION 8, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, LYING WITHIN THE FOLLOWING DESCRIBED LAND: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 5: THENCE NORTH 000 55' 42" EAST ALONG THE WESTERLY LINE OR SAID SECTION 5 A DISTANCE OF 77.67 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF THAT CERTAIN ROAD KNOWN AS TRAMWAY ROAD AS DESCRIBED IN INSTRUMENT 79111 RECORDED SEPTEMBER 14, 1961, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 000 55' 42" EAST ALONG THE WESTERLY OF SAID SECTION 5 A DISTANCE OF 1372.33 FEET TO A POINT ON THE SOUTHERLY LINE OF INSTRUMENT NO. 353564 RECORDED SEPTEMBER 14, 1994 OF OFFICIAL RECORDS OF RIVERSIDE. COUNTY, CALIFORNIA; THENCE ALONG SAID SOUTHERLY LINE THE FOLLOWING COURSES; THENCE SOUTH 27' 30' 31" EAST A DISTANCE OF 487.99 FEET; THENCE SOUTH 60' 00' 00" EAST A DISTANCE OF 1099.00 FEET; THENCE NORTH 900 00' 00" EAST A DISTANCE OF 149.00 FEET; THENCE NORTH 00' 00' 00" EAST A DISTANCE OF 551.00 FEET; THENCE NORTH 15' 00' 00" EAST A DISTANCE OF 1000.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 75' 007 00" EAST A DISTANCE OF 150.00 FEET; THENCE SOUTH 120 23' 33" WEST A DISTANCE OF 949.22 FEET; THENCE SOUTH 070 40' 32" WEST A DISTANCE OF 374.35 FEET; THENCE NORTH 670 IS' 57" EAST A DISTANCE OF 959.27 FEET; THENCE SOUTH 190 36' 29" EAST A DISTANCE OF 100.00 FEET; THENCE NORTH 540 38' 16" EAST A DISTANCE OF 668.81 FEET; THENCE NORTH 260 20' 14" EAST A DISTANCE OF 295.30 FEET; THENCE NORTH 7 350 21' 44" WEST A DISTANCE OF 80.00 FEET; THENCE NORTH 540 38' 16" EAST A DISTANCE OF 1028.37 FEET; THENCE NORTii 150 54' 02" WEST A DISTANCE OF 586.20 FEET TO A POINT ON SAID SOUTHERLY LINE OF INSTRUMENT NO. 353564; THENCE ALONG SAID SOUTHERLY LINE NORTH 400 00' 00" EAST A DISTANCE OF 1092.99 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE NORTH 900 00' 00" EAST A DISTANCE OF 81622 FEET TO A POINT ON THE EASTERLY LINE OF SAID SECTION 5; THENCE SOUTH 01° 23' 55" EAST ALONG SAID EASTERLY LINE A DISTANCE OF 735.12 FEET TO A POINT ON THE NORTHERLY LINE OF PARCEL 6070- 10A AS SHOWN ON RECORD OF SURVEY ON FILE IN B BOOK 54 PAGES 52 THROUGH 55, INCLUSIVE, OF RECORDS OF SURVEYS, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE ALONG SAID NORTHERLY LINE SOUTH 320 01' S8" WEST A DISTANCE OF 2192.12 FEET; THENCE CONTINUING ALONG SAID NORTHERLY LINE SOUTH 440 21' S8" WEST A DISTANCE OF 1404.29 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID SECTION 5; THENCE CONTINUING SOUTH 440 28' 11" WEST A DISTANCE OF 269.72 FEET TO A POINT ON THE NORTHERLY LINE OF THAT CERTAIN RIGHT OF WAY SHOWN AS PARCEL 6070-11B ON RECORD OF SURVEY ON FILE IN BOOK 54 PAGES 52 THROUGH 55, INCLUSIVE, OF RECORDS OF SURVEY; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF SAID PARCEL 6070-11 B AND THE NORTHERLY RIGHT OF WAY LINE AS SHOWN ON A BUREAU OF INDIAN AFFAIRS PLAT OVER SECTION 8, ONE FILE IN THE SACRAMENTO OFFICE OF THE BUREAU OF INDIAN AFFAIRS AND THAT CERTAIN ROAD DESCRIBED IN INSTRUMENT NO. 67918 RECORDED MAY 24, 1972 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA AND THAT CERTAIN RIGHT OF WAY DESCRIBED IN SAID INSTRUMENT 79111 RECORDED SEPTEMBER 14, 1981 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, THE FOLLOWING COURSES: THENCE SOUTH 780 57' 28" WEST A DISTANCE OF 794.66 FEET TO THE BEGINNING OF A NONTANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 450.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 09° 22' S9" EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14019' 30" AN ARC DISTANCE OF 112.51 FEET; THENCE TANGENT TO LAST MENTIONED CURVE, NORTH 850 03' 29" WEST, A DISTANCE OF 666.90 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 450.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 38° 47 00", AN ARC DISTANCE OF 304.60 FEET; THENCE TANGENT TO LAST MENTIONED CURVE NORTH 460 16' 29" WEST A DISTANCE OF 128.93 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY HAVING A RADIUS OF 550.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 470 18' 07", AN ARC DISTANCE OF 454.07 FEET TO A POINT, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 030 34' 36" WEST; THENCE NON-TANGENT TO LAST MENTIONED CURVE, SOUTH 860 26' 30" WEST A DISTANCE OF 602.30 FEET TO THE TRUE BEGINNING. 8 ® ©��� PARCEL4: THAT PORTION OF SECTION 5, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 5; THENCE NORTH 000 55' 42" EAST ALONG THE WESTERLY OF SAID SECTION 5 A DISTANCE OF 77.67 FEET TO A POINT ON THE NORTHERLY RIGHT(S) OF WAY LINE OF THAT CERTAIN ROAD KNOWN AS TRAMWAY ROAD AS DESCRIBED IN, RECORDED SEPTEMBER 14, 1961 AS INSTRUMENT NO. 79111 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE CONTINUING NORTH 00' 55' 42" EAST ALONG THE WESTERLY OF SAID SECTION 5, A DISTANCE OF 1372.33 FEET TO A PO1NT ON THE SOUTHERLY LINE RECORDED SEPTEMBER 14, 1994 AS INSTRUMENT NO. 351564 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE ALONG SAID SOUTHERLY LINE THE FOLLOWING COURSES: THENCE SOUTH 27° 30' 31" EAST A DISTANCE OF 487.99 FEET; THENCE SOUTH 60' 00' 00" EAST A DISTANCE OF 1099 FEET; THENCE NORTH 90' 00' 00" EAST A DISTANCE OF 149 FEET; THENCE NORTH 000 00' 00" EAST A DISTANCE OF 551 FEET; THENCE NORTH 15' 00' 00" EAST A DISTANCE OF 1000 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 40' 00' 00" EAST A DISTANCE OF 800 FEET; THENCE NORTH 90' 00' 00" EAST A DISTANCE OF 400 FEET; THENCE SOUTH 45' 00' 00" EAST A DISTANCE OF 800 FEET,- THENCE NORTH 40° 00' 00" EAST A DISTANCE OF 1007.01 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 150 54' 02" EAST A DISTANCE OF 586.20 FEET; Tl-IENCE SOUTH 540 38' 16" WEST A DISTANCE OF 1028.37 FEET; THENCE NORTH 440 26' 44" WEST A DISTANCE OF 896.99 FEET; THENCE NORTH 900 00' 00" WEST A DISTANCE OF 281.14 FEET; THENCE SOUTH 49° 22' 48" WEST A DISTANCE OF 520.44 FEET; THENCE NORTH 75° 00' 00" WEST A DISTANCE OF 150 FEET TO THE TRUE POINT OF BEGINNING. PARCELS: THAT PORTION OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS CONVEYED TO THE STATE OF CALIFORNIA, BY DEED RECORDED FEBRUARY 21, 1944 IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF THE WEST HALF OF THE WEST HALF OF SAID SECTION 33, DISTANT THEREON, SOUTH 1° 08' 44" WEST, FROM THE NORTHEAST CORNER OF SAID WEST HALF OF THE WEST HALF, 2757.27 FEET, SAID POINT BEING DESCRIBED IN SAID DEED; THENCE ALONG SAID EAST LINE, NORTH 10 08' 44" EAST 675.50 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 5150 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE FROM A TANGENT BEARING OF SOUTH 490 56' S7" EAST AN ARC DISTANCE OF 758.86 FEET, THROUGH AN ANGLE OF 80 26' 33", THENCE SOUTH 580 23' 30" EAST 196233 FEET; THENCE SOUTH 310 36' 30" WEST 536.90 FEET; THENCE NORTH 580 2Y 30" WEST 2033.92 FEET TO THE BEGINNING OF 9 00CaII A TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 5600 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE, AN ARC DISTANCE OF 342.27 FEET THROUGH AN ANGLE OF 30 30' 07" TO TIIE POINT OF BEGINNING. APN: 505-020-035-4 (Affects: Portion of Parcel 1); 505-020-027-7 (Affects: Parcel 2 and Portion of Parcel 1); 505-020-029-9 (Affects: Parcel 3); 505-020-030-9 (Affects: Portion of Parecl 1); 505-020-03 1-0 (Affects: Parcel 4) and 669-320-010-5 (Affects: Parcel 5) 0000 2 10