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Home My WebLink About0191C - WESSMAN DEVELOPMENT COMPANY 051 41 1 U Recording Requested by and After Recording Return to: FEB 151996 City Clerk p„�pM wtlsan twwa City of Palm Springs P. O. Box 2743 Palm Springs, California 92263 �F�n4 R-RECORDERS USE ONLY) File No. R-95-039 NO DOCUMENTARY STAMPS NEEDED Res. No. 18761 �j GRANT OF EASEMENT C FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the City of Palm Springs, a Municipal Corporation, GRANTOR, owner of that certain real property described as the "Burdened Properly" in Exhibit "A" attached hereto and made a part hereof, hereby grants to John Wessman, DBA Wessman Development Company, a sole proprietorship, GRANTEE, a public access and non-exclusive easement prohibiting construction of any structures on, over and across that portion of the "Burdened Property," described as the "Easement Area" as described and shown in EXHIBIT "B," attached hereto and made a part hereof. The said public access/non-buildable easement shall be appurtenant to and run with the real property, described as the "Benefitted Property," described and shown in EXHIBIT "C," attached hereto and made a part hereof. IN ITNESS WHEREOF Grantor execu tris—ins ent this d ` day of 199e�. THE CITY O SPRINGS By ity Ma Tager c By ,� Cy City Clerk ALL-PURPOSE ACKNOWLEDGMENT State of 61_Z.' 24ze"Ff, CAPACITY CLAIMED BY SIGNER County of /t G.LV..e-Z ❑ INDIVIDUAL(S) c C " i I / !iH'I ❑ CORPORATE On . rf /f/� before me, G��-)i�t,� �, �Gf6�fk•/✓t-•11 /1'ly J,�(jl/� OFFICER(S) Date Name, Title of.office '~- TITLE(S) personally appeared /)QG �! /� } ��1J J,•rf lL /LcZ•( ❑ PARTNER(S) NAME(S) OF SIG t4 (S) ❑ ATTORNEY-IN-FACT ` / / ❑ TRUSTEE(S) personally known to me - OR—C]proved to me on the basis o4salisfactory ❑ SUBSCRIBING WITNESS I -evidence to be the persona(] whose names)is/Cf e) ❑ GUARDIAN/CONSERVATOR s ) cribed to the within instrument and ❑ OTHER ac owledged to_lr)p that he/she they�xecuted the ELAINE L.WEDEKINp sm in his/he their authorized capacily(1);and QPMY COMM,#10Collf tha-by hislher fheir'si nature �on the instrument AZ Notary Public—Calltamla C g QRIVERSIDE COUNTY the ersoncsT or the entity upon behalf of which SIGNER IS REPRESENTING: Comm.Expires FEB 3.1Mie ersons(s) acted, executed the instrument. Witness my hand and official seal. StIfoalure of Nota ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to unauthorized document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT Number of Pages _DATE of DOCUMENT DESCRIBED AT RIGHT: Signer(s) Other Than Named Above Wessman Development Co. First Amend - Participation Agr - Plaza de las Flores AGREEMENT #191C R18761 R994, 12-20-95 FIRST AMENDMENT TO REDEVELOPMENT PARTICIPATION AGREEMENT (Plaza de las Flores) THIS FIRST AMENDMENT TO REDEVELOPMENT PARTICIPATION AGREEMENT (this "Amendment") is entered into as of the date indicated herein below, by the between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (the "Agency" ) , THE CITY OF PALM SPRINGS (the "City" ) , and JOHN WESSMAN dba WESSMAN DEVELOPMENT COMPANY (the "Participant" ) . R E C I T A L S • A. The Agency and Participant entered into that certain Redevelopment Participation Agreement dated November 2, 1988 , which was approved on November 2, 1988 by the Agency Board pursuant to Resolution No. 570 and the City Council by Resolution No. 16607, as supplemented/modified by that certain letter agreement dated February 1, 1989 (collectively the "Original Agreement" ) with respect to the acquisition and development of certain real property located in the City of Palm Springs and more particularly described in the Original Agreement . B . The Original Agreement was modified and supplemented by the terms set forth in Attachment No. 6 to that certain Disposition and Development Agreement between the Agency and Participant dated July 7, 1992 , which was approved by the Agency Board pursuant to Resolution No. 866 on June 23 , 1992 as supplemented/modified by that certain letter agreement dated January 21, 1993 ( "Bullock' s DDA" ) . C. Participant currently owns that certain improved real property commonly referred to as the "Plaza de las Flores" which is legally described on Exhibit "A" attached hereto (the "Plaza Property" ) . D. The City currently owns that certain improved real property commonly known as the "Welwood Library" which is legally described on Exhibit "B" attached hereto (the "Library Property" ) . The Library Property is contiguous to the Plaza Property. E. Participant desires to remodel the structures currently located on the Plaza Property which renovation will require that Participant conform to the building code of the City of Palm Springs with respect to fire safety requirements . Accordingly, Participant has requested that the City grant to Participant a-non- exclusive easement over a certain portion of the Library Property restricting the building of any structures within said easement area and granting public access through the same area . FS2\053\014084-0033\2166939.6 m12/12/95 F. The City, Agency and Participant now desire to amend the Original Agreement to, among other things, delete certain obligations of the City with respect to the continued maintenance obligations and for the City to grant to Participant a pedestrian access and non-buildable easement, all as more particularly provided herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable con- sideration, the receipt and adequacy of which is hereby acknow- ledged, the parties hereby agree as follows : 1 . DEFINITIONS. All capitalized terms shall have the same meaning as set forth in the Original Agreement except as specif- ically otherwise defined herein. 2 . CONSIDERATION. The parties acknowledge that the consideration for the waiver by Participant of the City' s obligations to contribute to the continued maintenance of the public areas including but not limited to the public restrooms consists of the easement granted to Participant by the City pursuant to Section 3 below. 3 . AMENDMENTS TO ORIGINAL AGREEMENT. The Original Agreement is hereby amended as follows : (a) The following is added to the Original Agreement as Section 3 . 9 : "City shall grant to Participant in a form acceptable to the City a public access and non-exclusive easement prohibiting construction of any structures on the Library Property within the area as defined on Exhibit "C" attached hereto and incorporated herein by reference ( "Non-Buildable/Public Access Easement" ) . The burdens created by the grant of the Non- Buildable/Public Access Easement shall run with the Library Property and the benefits created by said Easement shall be appurtenant to and run with the Plaza Property. " (b) Section 5 .4 (A) is amended to add the following: "The Participant agrees that all the restrooms constructed by Participant under Section 6 . 1 below shall be part of the private areas of the project within the control of Participant and that Participant shall make same accessible to a portion of the public on a controlled basis as defined below. The parties agree that "controlled basis" shall mean that Partic- ipant shall have restroom keys provided to tenants of Participant ' s property as well as the operators of the Welwood -2- F52\053\014084-0033\2166939 6 .12/12/95 Murrary Memorial Library (as long as used as a library) and Louise ' s Pantry, for the use by the patrons and employees of said properties . " (c) Section 5 . 4 .8 . is hereby deleted in its entirety. (d) Section 5 . 5 .D is hereby deleted in its entirety. (e) Under Section 6 . 1, it is hereby confirmed that the rest- rooms, mall areas and other improvements within the Plaza Property have been constructed as required, except for the Plaza Theater entrance and fountain, and that such completed improvements are the private property of the Participant . 4 . NO OTHER MODIFICATIONS . Except as expressly modified and amended by this Amendment, the Original Agreement shall remain in full force and effect and unmodified or amended. In the event of any inconsistency between the provisions of this Amendment and the Original Agreement, the provisions of this Amendment shall prevail . Nothing herein shall be deemed a waiver of any existing defaults by the Participant under the Agreement nor any representation or warranty by the Agency as to the existence or non-existence of any such defaults . 5 . EFFECTIVE DATE OF THIS AMENDMENT. This Amendment shall be deemed effective upon the latest to occur of : (i) approval, execution and delivery hereof by the Agency, (ii) approval, execution and delivery hereof by the City Council, and (iii) approval , execution and delivery hereof by the Wessman. IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth above . "AGENCY" Dated: ,�L� � � 1995 THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: �� Chairperson ATTEST : Assistant Secretary Lv�(_)o7,—/i —clC��;✓^ (Signatures continued on next page) TT-- -3- FS2\053\014084-0033\2166939 6 m12(12/95 APPROVED AS TO FORM: RUTAN//& TUCKER By:V/2 I Al-- Agency Cl&nsei (Signatures continued on next page) "CITY" Dated: c- a ! 1995 THE CITY OF PALM SPRINGS By: ��(� Mayor ATTEST J L � l� City�Clerk APPROVED AS TO FORM: ("d"Pl O"OAP vv , gyp. RUTAN & TUCKER By: City Attor ys "PARTICIPANT" Dated: lea/z 1995 �\ OHN WESSM/A1N dba WESSMAN DEVELOPMENT COMPANY C f GL- GL-/O -4- F52\053\014084-0033\2166939.6 .12/12/95 EXHIBIT "All LEGAL DESCRIPTION OF PLAZA PROPERTY POR. N1/2 SE1/4 SEC.15, T.4S.,R. 4E. POR. CITY OF PALM SPRINGS i 1 1 2 i 3 z i 5 i 6 i 7 8 5 :19 1 I ' Parcel 1: - O � ,,. \ 1 Parcel 2: x 1 1 122.32 41e 1.T5 AF Cq I ' 71.0 � I 1 zsz. o zs ,.2..it1,�_ t� Parcel 3: 1 1 1 I 12 57.0ss I as 3 y A _F__________________--- --------- a ' -- 16 2 7 61 •e � 35 ____________r I _______________ ______ u _I ---- - I ( ❑RS. 6RCOKS 3 � i ] 31 1S . z I _____ ______` __ .- Z�_9 __ 33 . 2.53 AC CL 1 1 1.1_ AC ML' - _____32____-__ ___ i 22 I 1 23 � 1 I 1 31 3" 25 •fe LI_ ---------------- ' I 2$ Z n 27 t .• 125.>t� — ��U n � 112.5 1 r D .. FS2\053\014064-0033\2166939.6 112/12/95 EXHIBIT "A" PAGE 1 of 3 R _ • EXHIBIT "A" • LEGAL DESCRIPTION OF PLAZA PROPERTY PARCEL 1: (Per Page 1 of this Exhibit "A" ) All that portion of Block designated as "Mrs. Brooks." Also known as Block 27 on Map of Town of Palm Springs, in File in Book 9 Page 432 of Maps, Records of San Diego County, California, Described as follows: BEGINNING at a point on the northerly line of said Block, 100 feet easterly from the northwesterly corner of said Block; thence southerly parallel with the westerly line of said Block, 80 feet; thence easterly parallel with the northerly line of said block, 10 feet: thence southerly parallel with the westerly line of said block, 34 feet; thence easterly parallel with the northerly line of said block, 106.38 feet; thence southerly parallel with the westerly line of said block 5.00 feet; thence easterly parallel with the northerly line of said block, 8.00 feet; thence northerly parallel with the westerly line of said block, 5.00 feet; thence easterly parallel with the northerly line of said block 66.12 feet to the easterly line of said block; thence northerly along said easterly line 114 feet to the northeast comer of said block; thence westerly along the northerly line of said block, 190.50 feet to the point of beginning. PARCEL 2: (Per Page 1 of this Exhibit "A" ) That portion of Block 27, designated as "Mrs. Brooks" per map of Palm Springs, in the City of Palm Springs, County of Riverside, State of California, recorded in Book 9 Page 432 of Maps, in the Office of the County Recorder of San Diego County, California, described as follows: BEGINNING at a point on the westerly line of said Block 80.00 feet southerly of the northwest corner thereof, thence easterly 110.00 feet parallel with the southerly line of Spring Street, now known as Tahquitz Drive; thence southerly 34.00 feet, parallel with the easterly line of Main Street, now known as Palm Canyon Drive; thence westerly 110.00 feet, parallel with said southerly line of Spring Street to a point on the easterly line of said Main Street; thence northerly 34.00 feet on said easterly line to the point of beginning. PARCEL 3: (Per Page 1 of this Exhibit "A" ) AN EASEMENT for ingress and egress purposes, 8.00 feet wide, over that portion of Block 27 of Palm Springs, as shown on Map on file in Book 9, Page 432 of Maps, Records of San Diego County, California, the centerline of said easement is described as follows: BEGINNING at a point on the west line of said Block 27, distant south 0° 08'00" east, 114.00 feet from the northwest corner of said Block 27; thence north 89' 52'00" east, 71.12 feet; thence south 00' 08'00" east, 4.00 feet to the true point of beginning; thence parallel to the north face of the existing theater building, north 89' 52'00" east, 122.50 feet, more or less, to the easterly face of the existing theater building. EXHIBIT "A" PAGE 2 of 3 • EXHIBIT "A" 0 LEGAL DESCRIPTION OF PLAZA PROPERTY PARCEL 4: (Per Page 1 of this Exhibit "A" ) AN EASEMENT for ingress and egress of pedestrians, equipment and vehicles to and from Parcel 1 herein described, over that portion of Block 27 of Palm Springs, as shown by Map on file in Book 9 page 432 of Maps, Records of San Diego County, California, described as follows: Commencing at a point on the west line of said block 27 that bears south 00 degrees 08' east, a distance of 114 feet, from the northwest comer thereof, Thence north 89 degrees 52' east and parallel with the north line of said block 27, a distance of 216.38 feet, to the true point of beginning; Thence continuing north 89 degrees 52' east and parallel with said north line, a distance of 74.12 feet, more or less, to a point on the said east line of said block 27; Thence south 00 degrees 08' east along said east line, a distance of 8 feet; Thence south 89 degrees 52' west and parallel with said north line a distance of 67.12 feet; Thence south 00 degrees 08' east and parallel with said east line of block 27, a distance of 8.57 feet; Thence south 89 degrees 52'west and parallel with said north line, 7 feet, to a point on the east wall of Plaza Theatre Building; Thence north 00 degrees 08' west along said wall, a distance of 16.57 feet, to the true point of beginning. EXHIBIT "A" Page 3 of 3 EXHIBIT "B" LEGAL DESCRIPTION OF LIBRARY PROPERTY oft—oo6 T . R . A . 5 1 3 - 1 4 SEC.15, T.4S.,R.4E. 011-032 29-33 PALM SPRINGS 011-036 011-037 011-036 611-039 Welwood Murray Library Q 9 1/4 Sah.a>J.ir.� �anvcn W,;�y QR u 1 1 2 i 3 A : 5 i 6 7 8 9 13 q u EX 1]Rs u OIIR ' � 1 • I I � i i i I•T$ AP MS � ]]],3] 4.1i co _ O •. A.75 37 fl___ I .IR I 12A.50 55 ]] i 36 1 Q - 2 m I 35 _____ 27 _ 6 ______________ :I____ _________ - : EX 1J = T MRS. BROOKS ) 5 - 13 r ----- x ��6 --- -- ' CE) O G 8 2.53 AC ML 33 17 I i 1.19 AC - 2e - ` �L Z_1.______________ __ I Be 21 - i i 22 i I I I - 31 33 29 _-"__ RA I I I us 25 15 7- ' 25 All u - I2e.)e', 9 1 115.5 ,EY 151015 REYI Slags o.T 0 xo 1,E] xo a. u3-7 le 1 73 1A1- ll 1 ..... 10 n • v 1..-1 o1 16 1 e. 1n-7 s I,. )f )u-so r 17RR hn-, hs 37 U31 14 - 13 ST 3 1 ..... . Is 1• x . 1.1B 9 / 432 SD PALM SPRINGS 1.,_1 u3-1 J AN. 1969 ' s b n 6u-n REV. Dec 1-94 '7 n16..-s ha-' FS2\053\014084-0033\2166939.6 M12/12/95 EXI IB I T "B" PAGE 1 of 2 EXHIBIT "B" LEGAL DESCRIPTION OF LIBRARY PROPERTY That Certain Property referred to as the Welwood Murray memorial Property ("Library Property") more fully described as follows: PARCEL 6 (Per Page 1 of this Exhibit "B") ALL that portion of a certain unnumbered Block designated as "Mrs. Brooks" on Map of Palm Springs on file in Book 9 page 432 of Maps, Records of San Diego County, California, particularly described as follows: BEGINNING at the Northwesterly corner of said Block; thence East along the Northerly line of said Block, being also the Southerly line of Spring Street (now known as Tahquitz Road), 80 feet; thence South and parallel with the West line of said Block, 80 feet; thence West and parallel with the North line of said Block, 80 feet to a point on the West line of said Block, being also the East Line of Main Avenue (now known as Palm Canyon Drive); thence North along the West line of said Block, 80 feet to the point of beginning; The hereinbove described property being the same as excepted out of and reserved to George Welwood Murray and Caroline C. Murray, his wife, in Deed to Cornelia B. White, dated March 5, 1917, and recorded March 24, 1917 in Book 460, page 2 of Deeds, Records of Riverside County, California. PARCEL 7 (Per Page 1 of this Exhibit "B") ALL that portion of a certain unnumbered Block, designated as "Mrs. Brooks" on Map of Palm Springs, on file in Book 9, page 432 of Maps, Records of San Diego County, California, particularly described as follows: BEGINNING at a point on the Northerly line of said Block, 80 feet Easterly from the Northwest corner thereof; thence South and parallel with the West line of said Block, 80 feet; thence East and parallel with the North line of said Block, 20 feet; thence North and parallel with the West line of said Block, 80 feet to a point on the North line thereof; thence West along the North line of said Block, 20 feet to the point of beginning. EXHIBIT "B" PAGE 2 of 2 EXHIBIT "C"- LEGAL DESOPTION OF NON-BUILDABLE/PUBLIC AWSS EASEMENT PALM CANYON CRIVE aO-O p' O m TPOB NORTHWEST N CORNER OF O BLOCK 21 o o, 6.7' I � O O O n > o z -C Z 2t 67' E 4 � 0 CITY OF PALM SPRINGS EASEMENT PLAT SANBORN A/-E, INC. PEDESTRIAN INGRESS AND EGRESS EASEMENT OVER CML Zm*4EPING-MICFTTECTUME A PORTION OF BLOCK 27, PALM-SPRINGS TOWNSITE --= LOrMSWKVEYNG M.B.9 PG. 432, SAN DIEGO COUNTY RECORDS DmGNdBY BySCALE - RLE NO. SECTION 15, T.4 S., R.4 E.,S.S.B.& M. STA1"=20' CHECKESHEET NO. - W.O. PROFESSIONAL LAND SURVEYOR 4146 JLS1 OF 1 . 95-265 EXHIBIT "C" Page 1 of 2 EXHIBIT "C" LEGAL DESC ION OF NON-BUILDABLE/PUBLIC AI-S EASEMENT October 20,1995 W.O.95-265 Legal Description An easement for pedestrian ingress and egress more particularly described as follows. All that portion of the Block designated as "Mrs.Brooks", also known as Block 27 on map of Town of Palm Springs, in the City of Palm Springs, County of Riverside, State of California, as recorded in Book 9, Page 423 of Maps, San Diego County Records, described as follows: Commencing at the Northwest corner of said block, thence southerly along the west line of said block a distance of 75.70 feet to the True Point of Beginning. Thence easterly and parallel with the northerly line of said block a distance of 28.30 feet. Thence northerly and parallel with the westerly line of said block a distance of 6.00 feet. Thence easterly and parallel with the northerly line of said block a distance of 10.00 feet. Thence northerly and parallel with the westerly line of said block a distance of 6.70 feet. Thence easterly and parallel with the northerly line of said block a distance of 51.70 feet. Thence northerly and parallel with the westerly line of said block a distance of 24.67 feet. Thence easterly and parallel with the northerly line of sand block a distance of 10.00 feet. Thence southerly and parallel with the westerly line of said block a distance of 41.67 feet. Thence westerly and parallel with the northerly line of said block a distance of 100.00 feet to the west line of said block. Thence northerly along the west line of said block a distance of 4.30 feet to the True Point of Beginning. ,,pl. I F1�1y%jam J.L.SANHORJV P:\DATA\95DATA\DRAWING\LEGALS\CPSRDAJW NO. LS4146 EXP. r� J� 6.30. 96 �\C ?moo ,u> EXHIBIT "C" Page 2 of 2 cc RECORDING REQUESTED BY AND LU Cc CM "t. WHEN RECORDED MAIL TO; c M tu > INi►J CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT r ECIT Lcc The Agency is executing this document on the basis of the following facts, understandings and intentions: WHEREAS, by a Participation Agreement dated December 16, 1987, by and between the Community Redevelopment Agency of the City of Palm Springs ( a public body, corporate and politic, hereinafter referred to as the "Agency"),the City of Palm Springs, a municipal corporation (the "City") and John Wessman dba Wessman Development Company, a sole proprietorship ( hereinafter referred to as the "Participant"), (the Agreement") the Participant has developed the Site described on the attached Exhibit "A", ( the "Site") by constructing, or causing to be constructed, thereon a retail1commercial center and related improvements according to the terms and conditions of the Agreements; and WHEREAS, as referenced in the agreement, promptly after completion of all construction to be completed by the Participant upon the Site, the Agency shall furnish the Participant with a Certificate on Completion upon written request therefor by the Agreement; and WIIEREAS, the issuance by the Agency of the Certifcaw of Completion shall be conclusive evidence that the Participant has complied with the terms of the Agreement pertaining to the development of, and the construction of improvements on, the Site; and WHEREAS, the participant has requested that the Agency furnish the participant with the Certificate of Completion; and WHEREAS, the Agency has conclusively determined that the construction and development on the Site as required by the Agreement has been satisfactorily completed. NOW, THEREFORE; 1. As provided in the Agreement, the Agency does hereby certify that n, � � � �� {.� �• 'c5.� Y development o� and construction on,the Site has been fully and satisfactorily performed and completed, and that such development and construction is in full compliance with the Agreement. 2. This Certificate of Completion shall not constitute evidence of compliance with, or satisfaction of, any obligation of the Participant to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the improvements or any party thereof. Nothing contained herein shall modify in any way any other provision of the Agreement. IN WITNESS WHEREOF, THE AGENCY HAS EXECUTED THIS CERTIFICATE THIS 1,6 day of July 1994. REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: t 'z 2 ��6 �,� ✓ Chairman ATTEST: Secreidy HPPR&E0 AS 0 FORM �Qty Attorney 1 Dan =P CALIFORNIA ALL-PURPOACKNOWLEDGMENT 303187• No.5907 State of m County of iCAa9_A_4;A-9 �I. On CA Q® before me��_.k�(O"� �o nTA DATE � NAME,TITLE OF Or- ICER-E.G,"JA E DOE,NOTA PUBLIC" personally pp ersonall appeared , NA E(S)OF SIGNER(S) rK personally known to me - OR - ❑ �e to be the personN whose name(,q is/awe subscribed to the within instrument and ac- knowledged to me that he/sheAh y executed the same in his/hefAhe;; authorized w ,, ca acit + , and d that b his/"&r4 JUDITHA.NICHOS � p Y(� ) Y ¢ Can #9E 544 signature(s,) on the instrument the person(N, 14040YPm.LIC-CALIFORN,A RNerslde county ]1 or the entity upon behalf of which the a ( , My Comm.Expires tray 21,1996 person(N acted, executed the instrument. WITNESS my hand and official seal. Q .��.C�l`1 SIGNATU OF OTARV OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ® INDIVIDUAL ' El CORPORATE OFFICER S a� ��'�'a��R�-� �1 TITLE OR TYPE L5F DOCUN?€NT TITLE(S) ❑ PARTNER(S) ❑ LIMITED " ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR r ❑ OTHER: `7 Q b — 914 DATE OF DOCUMENT (" SIGNER IS REPRESENTING: - +� NAME OF PERSON(S)OR ENTITY(IES) - -- --.- - - - ----___ "'- SIGNER(S) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION-8236 Remme[Ave.,P.O.Box 7184-Canoga Park,CA 91309-7184 • � CALI -FORNIA A'ILL-PURPOSPACKNOWLEDGMENT 303187 No.5907 State of l.c�X� .a�-OL County of 0 On "- �T) H before me GATE (l NAME,TITLE OF OF ICER-E G,'1AN1-DOI,NOTA Y URLIC" personally appeared X-1-IL V , ►mr," NAMES)OF SIGNER(S) ® personally known to me OR - ❑ n�� r, d_+�.Ao no th Gtept-evidelfffae to be the person(s.) whose name(N is/aFe subscribed to the within instrument and ac- knowledged to me that He/she/ti4ey executed the same in -k"/her/t44r authorized capacityfies), and that by H+s/her/t-H-err- JiJDITtlA NlrlahtS _, signature(s) on the instrument the person(s), or the entityupon behalf of which the PURLI r x,M NQT}JiY WpLIC-ChLIFORMu p '*• r + RNarsideCOWY a personN acted, executed the instrument. Q '?� w wrn wires ift 21,19n WITNESS my hand and official seal. /. SIGNAT�RE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL ❑ CORPORATE OFFICER � ..__pp__ �yJe1v.. A rg Q m �. TITLE(S) ITLE OR TYPE O'�DOCUME T _ 9 ❑ PARTNER(S) ❑ LIMITED ^^� ❑ GENERAL G ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) - ❑ GUARDIAN/CONSERVATORof ^^�� ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S) OTHER THAN NAMED ABOVE ©1993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave,P.O.Box 7184•Canoga Park,CA 91 3 0 9-71 84 John Wessman dba Wessman Dev. Co. Plaza de las Flores Participation agreement CRA A#191 CITY A#2634 R570, R16607 11-2-88 REDEVELOPMENT PARTICIPATION AGREEMENT (Plaza de las Flores Project) BY AND BETWEEN THE THE CITY OF PALM SPRINGS AND THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS AND JOHN .WESSMAN (dba WESSMAN DEVELOPMENT COMPANY) individually and as agent for The Escrow Accommodator, Inc. November 2, 1988 TABLE OF CONTENTS Page ARTICLE 1. PARTIES TO THE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1 . 1 The City. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1 . 2 The Agency. . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1 . 3 The Participant . . . . . . . . . . . . . . . . . . . . 2 Section 1 . 4 The Accommodator . . . . . . . . . . . . . . . . . . . 3 ARTICLE 2 . THE SITE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 ARTICLE 3 . ACQUISITION AND DISPOSITION OF SALES PARCELS. . . . 3 Section 3 . 1 Par_r,el 1. . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 3 . 2 Parcels 4 and 5 . . . . . . . . . . . . . . . . . . . . 4 A. Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 B. Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . 4 C. Advance of' Funds . . . . . . . . . . . . . . . . . . . . . . . 5 D. Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 E. Conveyance, of Title and Delivery of Possession. . . . . . . . . . . . . . . . . 6 F. Taxes and Assessments. . . . . . . . . . . . . . . . . . 6 Section 3 . 3 Parcels 2 and 3 . . . . . . . . . . . . . . . . . . . . 6 Section 3 . 4 Semi-Exclusive Easement. . . . . . . . . . . . 7 Section 3 . 5 Parcel 6 . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3 . 6 Condition of the Sales Parcels . . . . . 8 Section 3 .7 Preliminary Work by the Participant . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3 . 8 Zoning, of the Sales Parcels and CEQA Requirements. . . . . . . . . . . . . . 9 ARTICLE 4 . DEVELOPMENT OF THE SITE. . . . . . . . . . . . . . . . . . . . . . . . 10 Section 4 . 1 Scope of Development . . . . . . . . . . . . . . 10 Section 4 . 2 Cost of Construction. . . . . . . . . . . . . . 10 Section 4 . 3 Construction of Project . . . . . . . . . . . 10 Section 4 . 4 Anti-Discrimination During Construction. . . . . . . . . . . . . . . . . . . . 10 Section 4 . 5 Agency Inspections . . . . . . . . . . . . . . . . 11 Section 4 .6 Indemn!ification During Construction; Bodily Injury and, Property. . . . . . . . . . . . . . . . . . . . . . 11 Section 4.6 Damage' Insurance. . . . . . . . . . . . . . . . . . 11 Section 4.7 Certificate of Completion. . . . . . . . . 11 ARTICLE 5 . USE AND MAINTENANCE', OF SITE. . . . . . . . . . . . . . . . . . . . 12 Section 5 . 1 Uses . .l. . • • 12 Section 5 . 2 obligation to Refrain from Discri'mination. . . . . . . . . . . . . . . . . . . . 12 Section 5 . 3 Form of Nondiscrimination and Non.seg;regation Clause. . . . . . . . . . . . . 12 ( i) Section 5 . 4 Maintenance of the Site. . . . . . . . . . . 14 Section 5 . 5 Effect and Duration of Covenants. . . . . . . . . . . . . . . . . . . . . . . . .14 ARTICLE 6. PUBLIC AND QUASI-PUBLIC IMPROVEMENTS. . . . . . . . . . . 15 Section 6.1 Public and Quasi-Public Improvements . . . . . . . . . . . . . . . . . . . . . . 15 Section 6 . 2 Remodeling of Welwood Murray Memorial Library. . . . . . . . . . . . . . . . . .15 ARTICLE 7 . SPECIAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 Section 7.1 Real Estate Commissions . . . . . . . . . . . 16 Section 7 . 2 Prejudgment Order of Immediate Possession. . . . . . . . . . . . . . . . . . 16 Section 7. 3 Amendment of Redevelopment Plan. . . 17 Section 7 . 4 Relocation of Tenants. . . . . . . . . . . . . 17 Section 7 . 5 Agency ' s Pledge of Tax Increment. . . . . . . . . . . . . . . . . . . . . . . . 17 Section 7 .6 Parking Requirements . . . . . . . . . . . . . . 18 Section 7 . 7 Prohibition Against Assignment of Agreement. . . . . . . . . . . . . . . . . . . 18 Section 7 . 8 Pending Litigation. . . . . . . . . . . . . . . . 18 ARTICLE 8. DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . .19 Section 8 . 1 Default. . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 8. 2 Notice. . . . . . . . . . . . . . . . . . . . . . . .19 Section 8.3 Cure Period. . . . . . . . . . . . . . . . . . . . . . . 19 Section 8 . 4 General Rights and Remedies. . . . . . .19 Section 8. 5 Legal Actions . . . . . . . . . . . . . . . . . . . . . 20 A. Venue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 B. Service of Process . . . . . . . . 20 Section 8 . 6 Termination by the Participant. . . . 20 ARTICLE 9 . MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 9.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 9 . 2 Attorneys ' Fees . . . . . . . . . . . . . . . . . . 22 Section 9 . 3 Conflict of Interest . . . . . . . . . . . . . 23 Section 9. 4 Nonliability of Agency Officials and Employees . . . . . . . . . . 23 Section 9 . 5 Interpretation. . . . . . . . . . . . . . . . . . . 23 Section 9. 6 Time is of the Essence. . . . . . . . . . . 23 Section 9 .7 Entire Agreement, Waivers and Amendments. . . . . . . . . . . . . . . . . . . . . . 23 Section 9 . 8 Consents; Reasonableness . . . . . . . . 23 Section 9 . 9 Amendments to this Agreement . . . . . 23 Section 9 .10 Binding Effect . . . . . . . . . . . . . . . . . . 24 Section 9 . 11 Paragraph Headings. . . . . . . . . . . . . . . 24 Section 9 . 12 Execution. . . . . . . . . . . . . . . . . . . . . . . . 24 ( ii ) REDEVELOPMENT PARTICIPATION AGREEMENT (Plaza de las Flores Project) THIS REDEVEOPMENT PARTICIPATION AGREEMENT ( "Agreement" ) is made and entered into as of November 2 , 1988, by and between the CITY OF PALM SPRINGS (hereinafterlreferred to as the "City" ) , the COMMUNITY REDEVELOPMENT AGENCY :OF THE CITY OF PALM SPRINGS (hereinafter referred to as the "Agency" ) and JOHN WESSMAN, dba WESSMAN DEVELOPMENT COMPANY, a sole proprietorship, individually and as agent for The Escrow Accommodator , Inc. (hereinafter referred to as the "Participant" ) . This Agreement is entered into with reference to the following: RECITALS l A. The Palm Springs Central , Business District Redevelopment Project Area (the "Project Area"!) has been selected and desig- nated as an area which requires redevelopment in the interest of the health, safety and general welfare of the people of the City pursuant to the Community Redevelopment Law of the State of California (Health and Safety Code Sections 33000 et seq. ) . B. The Redevelopment Plan for the Palm Springs Central Business District Redevelopment Project Area (the "Redevelopment Plan" ) was prepared and approved by the Agency. On July 11, 1973, the City Council of the City of Palm Springs established and approved the Redevelopment Plan by its adoption of Ordinance No. 952 . C. The Agency, in cooperation with the City, is undertaking a program under the California Community Redevelopment Law for the redevelopment , replanning and redesign of blighted, stagnant , improperly utilized or unproductive property within the Project Area, which property requires redevelopment in the interest of the health, safety and general welfare of the people of the City. D. The Agency and City desire to carry out the Redevelop- ment Plan for the Project Area by providing for the renovation and redevelopment of certain real property located in the Project Area (the "Site" ) into a retail/commercial/restaurant center to be known as the Plaza de las Flores ( the "Project" ) . The Agency and City have determined that the renovation and redevelopment of the Site as a retail/commercial/restaurant center pursuant to the terms and conditions of this Agreement is in the best interest of the taxpayers and residents of the City, will otherwise promote the public health, safety, morals and general welfare of City residents, and is in accordance's with federal, state and local laws and regulations. NOW, THEREFORE, the parties hereto agree as follows : 1. PARTIES TO THE AGREEMENT. 1. 1 The City. The City is a municipal corporation created pursuant to the General Laws of the State of California . The offices of the City are located at City Hall, 3200 E. Tahquitz- McCallum Way, Palm Springs, California 92262 . 1. 2 The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California . The offices of the Agency are located at 3200 E. Tahquitz-McCallum Way, Palm Springs, California 92262 . 1 . 3 The Participant . A. The Participant is Sohn Wessman, an individual doing business under the name of Wessman Development Company. The offices of the Participant for purposes of this Agreement are at 67625 Highway 111, Cathedral City, California 92234. Wherever the term "Participant" is used herein, such term shall include any permitted successors and assigns to the Participant, as provided herein. B. The qualifications and identity of the Participant are of particular concern to the City and the Agency, and it is because of these qualifications and identity that the Agency and City have entered into this Agreement with the Participant . No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement, except as provided in this Agreement. C. Prior to the issuance of a Certificate of Completion for the Project (as provided in Section 4.7) , the Participant shall not, except as permitted by this Agreement, transfer, assign or release the whole or any part of the Site acquired by the Participant or any improvement thereon, or any rights under this Agreement, without the prior written approval of the Agency, which approval shall not be unreasonably withheld. The Agency shall notify the Participant of its approval or disapproval within thirty ( 30) days after written request therefor . The above prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the remodeling and redevelopment of the Site, or the leasing of space within the Project for occupancy. Nor shall anything in this section prohibit the Participant from assigning or delegating all or a portion of Participant ' s rights or duties hereunder , or from selling, transferring, conveying, long-term leasing or assigning all or any part of the Site acquired by it, or any improvement thereon, to: -2- DEO1088/10/17/88/4/D i M a corporation in which the Participant owns fifty-one percent ( 51% ) or more ofj the common stock ; ( ii) a partnership in which the Participant is the managing partner or otherwise ;Controls ; or ( iii) a family trust benefiting the family of the Participant and in which the Participant acts as trustee or co- trustee. D. The Participant shall promptly notify the Agency of any and all changes in the identity of the Participant . Except as otherwise permitted in Paragraph C above, this Agreement may be terminated by the Agency if there is any significant change (voluntary or involuntary) in the membership, management , or control of the Participant, without obtaining the prior writ,an consent of the Agency. The restrictions set forth in this Paragraph D shall terminate and 'cease upon the issuance by the Agency of a Certificate of Completion for the Project. 1. 4 The Accommodator . The Escrow Accommodator Inc. ( "Accommodator" ) , is a California corporation acting solely in the capacity of an accommodation party in order to complete one or more IRC §1031 delayed exchanges in accordance with one or more exchange agreements between 'itself and the Participant . In accordance with such exchange agreements, any property acquired by the Accommodator hereunder shall be concurrently transferred to the Participant by the Accommodator . 2. THE SITE. The Site is comprised of seven parcels of improved real prop- erty located within the Project Area and illustrated on the "Site Map" attached hereto as Exhibit "A" . Parcels 1, 2 and 3 as shown on Site Map are owned by the City. Parcels 4, 5, 6 and 7 as shown on the Site Map are owned :' by third parties. The Site is legally described in the legal !description attached hereto as Exhibit "B" . Pursuant to the terms of this Agreement, Parcels 4 and 5 are to be acquired by the Agency. Thereafter, Parcels 1, 4 and 5 and easements over Parcels, 2 and 3 are to be conveyed to the Accommodator and/or the Participant by the Agency and the City, as applicable, for disposition, renovation and development by the Participant pursuant to the terms and provisions of this Agreement. Parcels 1, 4 and 5 and the easements over Parcels 2 and 3 are sometimes hereinafter ;collectively referred to as the "Sales Parcels" . 3 . ACQUISITION AND DISPOSITION dF SALES PARCELS . 3.1 Parcel 1 . In accordance with and subject to all of the terms, covenants and conditions of this Agreement, the City agrees to sell to the Accommodator and the Accommodator agrees to purchase from the City, Parcel. 1 ,of the Site for a purchase price -3- DEO1088/10/17/88/4/D U� 'kJZ and on the terms and conditions set forth in the Escrow Instruc ions to The Escrow Connection by and between the City and the Ac ommodator, dated as of September 27 , 1988, (Escrow No. 8148) , a copy of which is attached hereto as Exhibit "C" . The parties hereby acknowledge and agree that the Participant has deposited into the City' s parking fund the sum of One Hundred Twenty-Three Thousand One Hundred Eighty-Three Dollars ($123,183 . 00 ) , which sum represents the deposit on the purchase of Parcel 1 pursuant to the Escrow Instructions. The parties further acknowledge and agree that Accommodator is acting solely as an accommodation party in accordance with the exchange agreement (s) between Accommodator and the Participant and that concurrently with acquiring title to Parcel 1 of the Site Accommodator will convey title and possession of Parcel 1 to the Participant. 3. 2 Parcels 4 and 5 . A. Acquisition. The Agency, in accordance with and subject to all of the terms, covenants and conditions of this Agreement and the requirements of California law with respect to the acquisition of real property, agrees to acquire, through negotiated purchase or through the exercise of the Agency ' s eminent domain powers, if necessary, Insurable Title to Parcels 4 and 5. For purposes of this Agreement, the acquisition of "Insurable Title" shall mean the acquisition of a fee simple in- terest in Parcels 4 and 5, or an insurable possessory interest in such parcels, followed by acquisition of fee simple title, pursu- ant to a court order as provided in Section 7. 2 of this Agree- ment. The Agency shall commence the required acquisition activ- ities and/or proceedings immediately following the execution of this Agreement . Notwithstanding anything to the contrary con- tained or implied herein, the parties hereby acknowledge and agree that the Agency' s "obligation" to acquire Parcels 4 and 5 through the exercise of eminent domain, as set forth herein, shall be subject to all statutory and case law requirements with respect to the adoption of a resolution of necessity by the Agency for the acquisition of the subject real property, and this Agreement shall not be construed as a contractual limitation on the Agency ' s unfettered discretion with respect to the adoption of such resolution of necessity. B. Sale. In accordance with and subject to all the terms, covenants and conditions of this Agreement, the Agency agrees, on or before February 28, 1989 , to sell and convey "Insurable Title" to Parcels 4 and 5 to the Accommodator and Accommodator agrees to purchase and accept Parcels 4 and 5 from the Agency in accordance with and on the terms and conditions set forth in this Agreement . The purchase price for Parcels 4 and 5 shall be an amount equal to the Agency ' s costs in acquiring Parcels 4 and 5, less Fifty Two Thousand Dollars ($52, 000 . 00 ) ; provided, however, the Agency shall not offer to the owners of Parcels 4 and 5 more than the value established for such parcels in the Agency' s existing appraisals for such parcels without the prior written consent of the Participant . For purposes of this -4- DEO1088/10/17/88/4/D Agreement, such costs shall include any amounts paid by the Agency to the owners of Parcels 4 and 5 or deposited with the court for the acquisition of the land and the improvements there- on, and such other costs and expenses incurred by the Agency in connection with or related to the acquisition of such property, excluding escrow fees, binder fees, transfer taxes, and the like; provided, however, such costs shall not include the Agency ' s ad- ministrative or overhead expenses and costs, nor any attorneys ' fees or court costs incurred by the Agency in connection with the acquisition of Parcels 4 and 5, nor any loss of goodwill damages relating to the acquisition of such property, if any. The parties further acknowledge and agree that Accommodator is acting solely as an accommodation party in accordance with the exchange agreement (s) between Accommodator' and the Participant and that concurrently with acquiring title ' to Parcels 4 and 5 of the Site Accommodator will convey title to 'land possession of Parcels 4 and 5 to the Participant . C. Advance of Funds . Subject to the terms of this Agreement and the terms of the ' exchange agreement(s) between itself and the Participant, the Accommodator agrees that it will deposit into an escrow opened by ; the Agency for the acquisition of Parcels 4 and 5, or deposit into the Superior Court, as applicable, any amounts required' to be paid by the Agency to acquire Insurable Title to Parcels 4 and 5 as provided in this Agreement. Any such payment or deposit shall be made following the written request of the Agency and at or prior to the time such payment or deposit is required to be made. The parties hereto acknowledge and agree that, the Accommodator shall receive a credit against the purchase price of Parcels 4 and 5 for any sums paid, amounts advanced or:: costs and expenses paid or reimbursed by the Accommodator in connection with the Agency' s acquisition of Parcels 4 and 5 as 'herein provided. D. Escrow. The Agency ', agrees to timely open an escrow for the conveyance of Parcels 4 and 5 with an escrow company to be mutually approved by the Agency and the Accommodator . Escrow instructions conforming to this 'IAgreement shall be prepared by the escrow holder . The Accommodator shall be responsible for one half of the escrow fee and the premiums for any title insurance policies or special endorsements 'required by the Accommodator or the Participant ' s development lenders in excess of a standard CLTA policy in the amount of tle purchase price. The Agency shall be responsible for one 'half of the escrow fee, all recording fees , notary fees, andldocumentary transfer tax fees , and the premium for a standard CLTA policy of title insurance in the amount of the purchase price. Upon delivery of a deed or deeds to the escrow holder by the Agency for the conveyance of Parcels 4 and 5, escrow holder shall record such deed or deeds when title to such Parcels can:: be vested in Accommodator in accordance with Paragraph E below. Any insurance policies governing Parcels 4 and 5 are notlto be transferred. -5= DE01088/10/17/88/4/D E. Conveyance of Title and Delivery of Possession. Subject to any mutually agreed upon extension of time and subject to the other provisions of this Section 3 . 2, conveyance to Accommodator of "Insurable Title" to Parcels 4 and 5 ( in a condition free and clear of all recorded liens , encumbrances , covenants, assessments, easements, leases and taxes, except as may be approved in writing by the Accommodator prior to conveyance) shall be completed on or before February 28 , 1989 at 5:00 p.m. The Agency and Accommodator agree to perform all acts necessary to effectuate the conveyance of "Insurable Title" in sufficient time for title and possession to be conveyed in accordance with the foregoing provisions . Possession of the Parcels 4 and 5 shall be delivered to the Accommodator concurrently with the conveyance of title except that ( i) limited access may be permitted before conveyance of title as permitted in Section 3. 6 of this Agreement; and ( ii) prejudgment possession may be transferred to the Accommodator prior to the conveyance of title as provided in Section 7 . 2 of this Agreement . The Agency shall convey title to Parcels 4 and 5 to the Accommodator (or directly to the Participant if the Accommodator and the Participant elect to "direct deed" said Parcels ) in the condition required by this Paragraph E by a grant deed or deeds in a form to be mutually approved by the parties, satisfactory to the title insurance company which will insure title thereto, and consistent with the terms of this Agreement . Concurrent with the recordation of the deed(s) conveying title, or the instrument conveying an insurable possessory interest in and to the subject property, a title insurance company satisfactory to the Agency and Participant shall provide and deliver to the Participant a title insurance policy insuring that after completion of the exchange referred to herein the title is vested in the Participant in the condition required by this Agreement. F. Taxes and Assessments. Taxes and assessments on Parcels 4 and 5, if any, assessed or imposed for any period commencing prior to the conveyance of title or the earlier transfer of possession pursuant to Section 7 . 2 of this Agreement, shall be borne by the Agency. All other taxes and assessments levied or imposed after the close of escrow, or after the transfer of possession pursuant to the Section 7 . 2 of this Agreement, shall be paid by the Participant . 3. 3 Parcels 2 and 3 . The parties acknowledge and agree that Parcels 2 and 3 , which are currently improved with the Welwood Murray Memorial Library and related structures and appurtenances, are subject to certain deed restrictions and reversionary interests which detrimentally affect the suitability of such properties for current commercial development . Notwithstanding the foregoing: A. At such time, if any, as the City and/or Agency has accepted a bonafide offer to purchase Parcels 2 and 3, or any part thereof, from a third party for development, Participant shall have a right of first refusal to purchase such property at the price and on terms not less favorable than those accepted by -6- DEO1088/10/17/88/4/D it the city and/or Agency. This right of first refusal shall last for so long as the City and/or Agency or any related governmental or quasi-governmental entity owns Parcels 2 and 3 . The City and/or Agency shall notify the Participant in writing not less than ninety ( 90) days prior to the contemplated conveyance date, and shall offer such Parcels '' or portions thereof to the Participant on the same terms offered to the third party. The Participant shall notify the City and/or Agency in writing of its election to purchase or not to purchase the offered property not less than thirty ( 30) days prior to the proposed conveyance date; and B. At such time, if any,, as the City ceases to operate a library upon Parcels 2 and 3 or any part thereof, or allows such Parcels to be utilized in any fashion which results in a reversion of title to the owners' of the reversionary interest , the Agency and the City agree that the City shall give Partici- pant written notice thereof and upon the request of Participant, within ninety (90) days of receipt of such notice they, or one of them, as they may agree, shall acquire those Parcels by negotiated purchase or through the exercise of eminent domain powers subject to the provisions ' of Section 3. 2A hereof . Upon such acquisition the entity acquiring such parcels shall sell and convey such parcels to Participant and Participant agrees to purchase and accept such parcels in accordance with the applicable provisions of Sections 3 . 2B,C,D,E and F; provided, however, that the purchase price ' shall not be reduced by Fifty Two Thousand Dollars ( $52,000 .00 ) ',as provided in Section 3 . 2B nor shall the time limitations set forth in Section 3 . 2E apply. 3 .4 Easements. A. Within three ( 3) months from the date of this Agreement, or as soon thereafter as permitted by the Court in the pending litigation described in Section 7 . 8 below, the City shall grant and transfer to the Participant an easement upon and over those portions of Parcels 2 and 3 depicted on Exhibit "I" attached hereto ( the "Easement 'Property" ) . Pursuant to such easement, and subject to the limitations set forth below, the Participant shall be entitled to improve the easement as provided herein and to the exclusive use of the Easement Property for any purpose related to or in connection with the operation, maintenance or enjoyment of the Project, including, but not limited to: ingress and egress ibetween and among the various buildings, malls and public areas , within or adjacent to the Site; decorative landscaping; and placement of chairs, benches, dining tables, and all related equipment, fixtures, and non-permanent structures and appurtenances as may be appropriate in connection with the operation, use and'', enjoyment of the Project . Notwithstanding the foregoing, such semi-exclusive easement shall not materially impair, in anyway,', the rights of the public or of the City to use the Easement Property for the purpose of ingress and egress between public areas, l� or to gain access to or around the Welwood Murray Memorial Library, or to use as a reading area, or for similar and related public library uses. The form of the semi-exclusive easement shall be mutually approved by the parties -77 DEO1088/10/17/88/4/D 1 0 prior to the recordation thereof in the Official Records of Riverside County. B. Concurrently with the Agency ' s acquisition of Parcel 5 and subject to the limitations set forth in Section 3 . 2A, the Agency shall acquire and thereafter convey the following easements to Participant, in accordance with the applicable provisions of Sections 3 . 2B,C,D,E and F; provided however , that the purchase price of such shall not be reduced by Fifty Two Thousand Dollars ( $52, 000 . 00 ) : a non-exclusive easement to improve the easement area as provided herein and for dining purposes over, across and through that portion of Parcel 6 as shown on Exhibit L. 3 . 5 Parcel 6 . Parcel 6 is currently improved with the Plaza Theater and related structures and appurtenances caned by a third party. The City and/or Agency are contemplating acquisition of a fee or leasehold ingerst in and to all or part of Parcel 6 for future public purposes related to the Project. In the event that the City and/or Agency in the future acquire a fee interest in and to all or part of Parcel 6 (the "Acquired Parcel" ) , the Participant shall, so long as the Participant owns all or part of the Project, have an option to purchase the Acquired Parcel for a purchase price equal to the Agency' s and/or City ' s cost in acquiring the Acquired Parcel. The City and/or Agency shall, within thirty ( 30 ) days after the City and/or Agency acquire the Acquired Parcel, notify the Participant in writing of the acquisition of the Acquired Parcel and of the Participant ' s option to purchase the Acquired Parcel as herein specified. The Participant shall have ninety ( 90 ) days after receipt of such written notice to exercise its option to purchase the Acquired Parcel by notifying the City and/or Agency in writing of its election to purchase. Any such purchase shall be in cash through a mutually acceptable escrow holder and shall be completed within one hundred twenty (120) days after the Participant notifies the City and/or Agency of its election to purchase . Escrow fees , title insurance and all other fees and costs relating to the transfer of the Acquired Parcel shall be split in accordance with the customary practices of escrow holders in Riverside County. In the event the City and/or Agency enter into a lease or lease- purchase agreement with the owner of Parcel 6 for all or part of Parcel 6 (the "Leased Parcel" ) , the Participant shall, so long as the Participant owns all or part of the Project, have an option to receive an assignment of such lease or lease-purchase agreement with respect to the Leased Parcel for the sum of Ten Dollars ($10.00) . The City and/or Agency shall, within thirty ( 30) days after entering into such lease or lease-purchase agreement, notify the Participant in writing of the Participant ' s option to receive an assignment of such lease or lease-purchase agreement. The Participant shall have ninety ( 90 ) days after receipt of such written notice to exercise its option to receive such assignment by notifying the City and/or Agency in writing of its election. Any such assignment shall require the Participant to assume all obligations and responsiblities of the City and/or Agency and shall be in such form as mutually approved by the -8- DEO1088/10/17/88/4/D Participant and City and/or Agency. Any such assignment shall be completed within one hundred and twenty ( 120 ) days after the Participant notifies the City and/or Agency of its election to receive the assignment. Any cost related to such assignment shall be split by the Participant and the City and/or Agency. 3 . 6 Condition of the Sales Parcels. The Sales Parcels shall be conveyed to Accommodator and the Participant, as applicable, in an "as is" condition, with no 'warranty, express or implied by the Agency or the City as to the condition of the soil, its geology, or the presence of known or unknown physical faults or defects or the presence of any hazardous materials . It shall be the sole responsibility of the Participant at his expense prior to conveyance to investigate and determine the suitability of the soil conditions for the renovations and development to be constructed thereon. If the soil conditions are not in all respects entirely suitable for the use or uses to which the Sales Parcels will be put, Accommodator and the Participant, as applicable, shall have the option of either terminating any of its or their further rights and responsibilities under this Agreement and obtaining a refund of its or their expenditures as provided in Section 8 .7 of this Agreement or proceeding with the acquisition and development of the Sales Parcels in accordance with this Agreement, in which ) case it shall be the sole responsibility and obligation of the Participant to take such action as may be necessary to place the soil conditions of the Sales Parcels in a condition entirely suitable for development . 3.7 Preliminary Work by the Participant. Prior to the conveyance of "Insurable Title" to the Sales Parcels, the Agency and City shall provide the Participant or its representatives with the right of access to the Site at all reasonable times for the purpose of obtaining data, making surveys , and doing such tests as the Participant deemsl necessary to carry out this Agreement, and for the purpose of performing such predevelopment demolition work with respect to the McCallum Building located on Parcel 1 as the Participant, in his reasonable judgment, deems appropriate. Until such time as the Agency and City have conveyed the Sales Parcels or any portion thereof, the Participant agrees to and shall indemnify and hold the Agency and City harmless from and against ' all liability, loss, damages , costs or expenses ( including reasonable attorneys ' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage be caused to any person or to the property of any person which shall occur on the Site and caused by the acts, errors or omissions of the Participant , its agents, servants , employees orlcontractors . The Participant shall not be responsible for (and such indemnity shall not apply to) any acts, errors or omission's of the Agency or the City, or their respective agents, servants', employees or contractors . 3 . 8 Zoning of the Sales Parcels and CEQA Requirements . The City and/or Agency (at their sole cost and expense) shall insure that the zoning for the Sales Parcels is such as to permit the DEO1088/10/17/88/4/D development, construction, use, operation and maintenance of the improvements specified in this Agreement to be developed and constructed thereon, and shall undertake the preparation of a specific plan for the block bounded by Tahquitz Way, Indian Avenue, Palm Canyon Drive and Arenas Road so as to establish proposed uses, design characteristics, and the designation of specific structures subject to historic preservation. All necessary environmental assessments shall be prepared by the Agency and/or City (at their sole cost and expense) for the Project and the other improvements to be undertaken pursuant to this Agreement, in compliance with the requirements of the California Environmental Quality Act, as amended (California Public Resources Code Section 21000 et seq. ) and all applicable state regulations and local ordinances and regulations enacted pursuant thereto. 4 . DEVELOPMENT OF THE SITE. 4.1 Scope of Development . Following the conveyance of the Sales Parcels, and subject to Section 7. 8 hereof, the Participant shall improve, renovate, remodel, and landscape the Site in accordance with the Plot Plan and Architectural Drawings attached hereto and incorporated herein as Exhibits "D" and "El" through "E3" respectively. All work to be performed by or on behalf of the Participant shall be done in accordance with the Palms Springs Municipal Code and shall be undertaken by Participant only upon securing any necessary permits and approvals from the appropriate governmental agencies, which approvals must be consistent with the Plot Plan, floor plan and Architectural Drawings submitted by the Participant herewith and attached hereto as Exhibits "D" and "E1" through "E3" respectively. The Participant shall apply for, and diligently pursue, such permits as may be required in order to allow it to construct the Project, and the Agency and City shall join and cooperate with the Participant, to the extent required in all such applications, to secure such permits and approvals as expeditiously and as cost efficiently as possible. 4 . 2 Cost of Construction. The cost of developing, renovating, remodeling, landscaping and constructing all onsite and offsite improvements required for the Project shall, except as expressly provided in this Agreement, be borne by the Participant. 4. 3 Construction of Project. Following the conveyance of the Sales Parcels or portions there as provided in this Agree- ment, and upon obtaining the appropriate permits required in order to construct the Project, the Participant shall commence construction of the Project and shall use reasonable diligence to bring the work of constructing the Project to completion. All work of construction shall be performed by and under the super- vision of the Participant or the Participant ' s contractors or agents . All activities related to the work or construction shall be insured as provided herein. -10- DEO1088/10/17/88/4/D 4. 4 Anti-Discrimination During Construction. The Partici- pant, for itself and its successors and assigns , agrees that in the construction of the Project it will not discriminate against any employee or applicant for employment because of race, color , marital status, age, religion, sex, handicap, national origin or ancestry. 4. 5 Agency Inspections. Representatives of the Agency shall have the right of reasonable access to the Site during normal construction hours for the purpose of making such inspections , surveys and examinations as may 'be reasonable and necessary in the performance of its obligations to carry out the redevelopment in accordance with the Redevelopment Plan. The Agency shall indemnify and hold the Participant harmless from any and all loss or damage incurred by the Participant in connection with the exercise by the Agency of thee, right of access provided for herein. 4. 6 Indemnification During Construction Bodily Injury and Property Damage Insurance . During the period of construction of the Project, and until such time as the Agency has issued a Certificate of Completion with respect to the improvements to be constructed on the Site, the Participant agrees to and shall indemnify and hold the Agency and . the City harmless from and against all liability, loss, damage, cost or expenses ( including reasonable attorneys ' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person which shall occur on or adjacent to the Site and which shall be directly or indirectly ,caused by any acts done thereon or any errors or omissions 1 of the Participant or the Participant ' s agents, servants, '',employees or contractors . The Participant shall not be responsible for (and such indemnity shall not apply to) any acts, errors or omissions of the Agency or the City, or their respective officers, directors , agents, servants, employees or contractors . Prior to the commencement of construction on the Site, the Participant shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of bodily injury and property damage insurance in connection with the construction of the Project naming the Agency and the City as additional or co-insureds . 4.7 Certificate of Completion. Promptly after completion of all construction and development to be completed by the Participant on the Site, or portion thereof, the Agency shall furnish the Participant with a Certificate of Completion, substantially in the same form as Exhibit "F" . A Certificate of Completion shall be issued by the Agency when the Project, or a parcel comprising a portion of the Project, has been constructed and completed in accordance with this Agreement . The Agency shall not unreasonably withholdlsuch Certificate of Completion. Such Certificate of Completion shall be, and shall so state that it is a conclusive determination of satisfactory completion of -11- DEO1088/10/17/88/4/D the construction required by this Agreement and of full compli- ance with the terms hereof with respect to the property covered thereby. If the Agency fails or refuses to furnish a Certificate of Completion for the Project, or portion thereof, after written request from the Participant, the Agency shall, within ten ( 10 ) days of the date of the written request, provide the Participant with a written statement of the reasons why the Agency has failed or refused to furnish such Certificate of Completion. The statement shall also contain the Agency ' s opinion of the action that must be taken to obtain such Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping or "punch list" items, the Agency shall issue a Certificate of Completion to the Participant upon the Participant ' s posting of reasonable security therefor not to exceed One and One Half times the estimated cost to complete the punch list items . A Certificate of Completion, as used hereunder, shall not constitute evidence of, compliance with, or satisfaction of any obligation of the Participant to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Project, or any part thereof, nor shall such Certificate of Completion be deemed to be a Notice .of Completion as referred to in California Civil Code Section 3093 . 5. USE AND MAINTENANCE OF SITE. 5.1 Uses. The Participant covenants and agrees for himself, his successors, his assigns and every successor in interest to the Sales Parcels or any part thereof, that during construction of improvements, and thereafter, the Participant shall not use or permit the use of the Sales Parcels in violation of the zoning covering the Sales Parcels or the Redevelopment Plan as it now exists or may hereafter be amended pursuant to Section 7 . 3 of this Agreement . 5. 2 Obligation to Refrain from Discrimination. The Participant covenants and agrees for himself, his successors, his assigns and every successor in interest to the Sales Parcels or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color , creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Sales Parcels, nor shall the Participant himself, or any person claiming under or through him, establish or permit any such practice or practices of dis- crimination or segregation with reference to the selection, loca- tion, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Sales Parcels . The foregoing coven- ants shall run with the land and shall remain in effect in perpetuity. -12- DEO1088/10/17/88/4/D i 5 . 3 Form of Nondiscrimination and Nonsegregation Clause. The Participant shall refrain from restricting the rental, sale or lease of the Sales Parcels or portion thereof on the basis of race, color, creed, religion, sex, marital status , ancestry or national origin of any person. ) All such deeds, leases or contracts shall contain or be ' subject to substantially the following nondiscrimination or nonsegregation clauses: A. In deeds : "The grantee herein covenants by and for himself, his heirs , executors, ,and assigns , and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself , or any persons claiming under or through him, establish 'or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number , use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " B. In leases : "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: 'That there shall be no discrimination against or segregation of any person or group of persons on account of , race, color , creed, religion, sex, marital , status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoy- ment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or ' occupancy of tenants, lessees, sublessees , subtenants or vendees in the land herein leased. '" C. In contracts : "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, ,religion, sex, marital status, ancestry or national origin in the sale, lease, transfer , use, occupancy, tenure or enjoyments of the land, nor shall the transferee himself , or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation wilth reference to the selection, location, number , use or occupancy of tenants , lessees , subtenants, sublessees or vendees' of the land. " -13- DEO1088/10/17/88/4/D 0 5.4 Maintenance of the Site. A. The Participant shall maintain the various private areas, improvements and structures located on the Sales Parcels and shall keep each such property free from the accumulation of debris or waste. B. Subject to the right of reimbursement discussed below, the Participant shall, from and after the date of the conveyance of the Sales Parcels, maintain in a manner acceptable to the City all public areas within the Site which are depicted on Exhibit "G1" and "G2" attached hereto. Such maintenance obligation shall continue for as long as the Project continues to exist and such public areas remain in generally the same configuration as contemplated by this Agreement. Such maintenance shall include, but not limited to, maintenance of the courtyards, exterior of the library, landscaping, drinking fountains, public grounds, public restrooms, public benches , and other related structures and appurtenances located within the public areas . The City shall reimburse the Participant for all costs relating to such maintenance of public areas on a monthly basis upon submission by Participant to the City of verified invoices covering the salaries, wages, costs, and expenses incurred in the maintenance of such public areas. Prior to the commencement of such maintenance work, the Participant shall procure and deliver to the City, certified copies of two separate bids from qualified maintenance businesses with respect to the maintenance of such public areas. Participant shall have the option of hiring the company submitting the lowest bid, or performing such maintenance work himself, but at a reimbursable cost not greater than the lowest of such bids . 5.5 Effect and Duration of Covenants. After the issuance of a Certificate of Completion for the Sales Parcels all of the terms, covenants, agreements or conditions set forth in this Agreement pertaining to such parcels shall terminate except only the following provisions : A. Section 5 .1 shall remain in effect until the expiration of the Redevelopment Plan. B. Sections 5 . 2 and 5 . 3 shall remain in effect in perpetuity. C. Section 5 . 4 (A) shall remain in effect until the expiration date of the Redevelopment Plan. D. Section 5 . 4(B) shall remain in effect for the period set forth therein. E. The various Agency promissory notes to the Participant and the Agency' s obligations under Sections 6 . 1, 6 . 2, 7 . 4 and 7 . 5 shall remain in effect according to their terms . -14- DEO1088/10/17/88/4/D The Agency and City are! deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land for and in their own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants ',running with the land have been provided. This Agreement and the ', covenants shall run in favor of the Agency and the City without regard to whether the Agency and the City have been, remain or are, owners of any land or interest therein in the Site or any part thereof, or in the Project Area. 6 . PUBLIC AND QUASI-PUBLIC IMPROVEMENTS. 6.1 Public and Quasi-Public 'Improvements . The Participant', subject to the Agency' s reimbursement obligations as set forth below, will, at the time and in conjunction with the development of the remainder of the Project, construct or cause to be constructed those certain public and quasi-public improvements set forth on Exhibit "H" attached hereto, in accordance with plans and specifications to be approved by the Agency, the City and the Participant . The Agency ' shall reimburse the Participant for all or a percentage of all salaries, wages, costs and expenses incurred by the Participant in the construction and installation of such public land quasi-public improvements required to be performed by the Participant pursuant to this Section 6. 1 . The reimbursement ' percentages for the particular public or quasi-public projects, are as follows: (1) Public Rights-of-Way -- 100%; ( 2) Library grounds -- 100% ; ( 3) Mall areas -- 25% ; ( 4) Indian and Tahquitz corner improvements (except for new building) -- 50%; ( 5) Public restrooms -- 50%; and ( 6 ) Plaza Theater entrance paving ' and fountain -- 50% . The Participant shall make available , to the Agency all bids, records and books of the Participant ' relating to the bidding and performance of such work . The reimbursement obligation of the Agency hereunder shall be evidenced by an interest free promissory note ( the "Public Improvement Note" ) from the Agency to the Redeveloper in substantially the same form as Exhibit "N" . In no event shall the reimbursement obligation of the Agency hereunder exceed $345, 000 .',00. 6. 2 Remodeling of WelwOOd '!Murray Memorial Library. The Participant, subject to the Agency ' s reimbursement obligations as set forth below, shall undertake to remodel the Welwood Murray Memorial Library in accordance with plans and specifications to be approved by the City. The 'Participant shall commence such remodeling activities concurrently with the redevelopment of the McCallum Building on Parcel 1 . The Agency shall reimburse the Participant for all salaries, wages, costs and expenses incurred by the Participant in the remodeling of the Welwood Murray Memorial Library as provided for herein. The Participant shall make available to the Agency all bids, records and books of the Participant relating to the budding and performance of such -15- DEO1088/10/17/88/4/D i • work . The Agency' s obligation to reimburse the Participant as provided for herein shall be evidenced by a promissory note ( the "Remodeling Note" ) , which Note shall bear interest at the rate of 9% per annum, and shall be in substantially the same form as that attached hereto as Exhibit "O" . The unpaid balance and accrued interest on the Remodeling Note shall become and immediately due and payable upon the sale, conveyance, or long term lease of the Welwood Murray Memorial Library building. 7 . SPECIAL PROVISIONS. 7 .1 Real Estate Commissions . Neither the Agency, the City nor the Participant shall be liable for any real estate commissions, brckerage fees or finders fees which may arise from the conduct of tL other under this Agreement . The Agency and the City and the Participant each represent to the other that he or it has engaged no broker, agent, or finder in connection with this transaction. 7. 2 Prejudgment Order of Immediate Possession. If, prior to the time provided in Section 3 . 2(E) for the conveyance of Parcels 4 and 5, the Agency has not obtained fee simple title to either or both of such Parcels but has obtained judicial orders (herein orders of immediate possession) authorizing the Agency to take possession of such Parcels, the Agency may satisfy the requirements of Section 3 . 2 of this Agreement with respect to acquisition of fee title to the Parcels 4 and 5 prior to February 28, 1989, so long as the Agency has, prior to February 28, 1989 , timely deposited said orders of immediate possession into escrow and: A. The Agency delivers possession of the Parcels 4 and 5 to the Accommodator and/or the Participant on or prior to the time set for conveyance thereof subject only to the leasehold rights of Louise ' s Pantry; and B. The right of possession which the Accommodator and/or the Participant acquires from the Agency is such that a reputable title company will issue a policy or an endorsement insuring that: (a) the Accommodator and/or the Participant has the right to exclusive use and possession of the Parcels 4 and 5 or such other greater or lesser possessory interest or estate thereto as will satisfy the Participant ' s development Lender , and (b) the Agency is obligated to convey fee title to Parcels 4 and 5 to the Accommodator and/or Participant; and -16- DEO1088/10/17/88/4/D C. The Agency is diligently proceeding with the eminent domain actions seeking the rendering of a final judgment, which judgment would authorize the taking, and the Agency agrees to forthwith deposit an appropriate grant deed to the Parcels 4 and 5 in escrow as provided in Section 3 . 2 (D) of this Agreement when the Agency obtains title thereto. In such events , the Accommodator and/or the Participant shall not terminate this Agreement under the provisions ' of Sections 8. 6 and 8 . 7 or otherwise but shall accept such insurable right of possession and shall proceed with the development of the Sales Parcels in accordance with this Agreement . The Agency shall use its best efforts to diligently acquire title and conclude the eminent domain proceedings; and, pending same, the escrow provided in Section 3 . 2 (D) with respect to Parcels 4 and 5 shall remain open until a grant deed or final order ' of condemnation to such Parcels can be deposited therein in accordance with this Section 7 . 2 . 7 . 3 Amendment of Redevelopment Plan. Pursuant to provisions of the Redevelopment Plan for modification or amendment thereof , the Agency agrees that no amendment which changes the uses or development permitted on the Site or changes the restrictions or controls that apply to the Site, or otherwise affects the Site shall be made or become effective without the prior written consent of the Participant . Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Participant . 7 . 4 Relocation of Tenants. In conjunction with its acquisition of Parcels 4 ands 5, the Agency agrees, that immediately following the execution of this Agreement, it will commence tenant relocation activities in conformance with federal and state laws and regulations ' so as to cause all leasehold tenants on Parcel 4, to be relocated from their respective premises on or before December 1,6, 1988 . The Participant shall advance to the Agency, upon written request, all funds necessary to pay for the cost of relocating such leasehold tenants from Parcel 4 in accordance with the requirements of federal and state laws and regulations . All funds so advanced by the Participant to the Agency shall be deemed to be a loan by the Participant to the Agency, which loan shall be evidenced by a note from the Agency to the Participant (the "Tenant Relocation Note" ) . The Tenant Relocation Note shall not bear interest and shall be in substantially the same form as that attached hereto as Exhibit 7. 5 Agency Pledge of Tax !Increment. The Agency hereby irrevocably pledges any and all ' tax increment derived or to be derived by the Agency pursuant to Health and Safety Code Section 33670 (b) from the Site and the Project from and after the date of this Agreement to the payment of principal and interest on the Public Improvement Note, Remodeling Note, and Tenant Relocation Note, in accordance with their, terms, as set forth in this -17- DEO1088/10/17/88/4/D Agreement. Any pledge of tax increment by the Agency affecting the Site after the date of this Agreement shall be junior and subordinate to the pledge of increment made hereunder . Prior to the commencement of payments, the Participant shall designate to the Agency the priority of payment as between the Remodeling Note and Public Improvement Note. The Participant may change such priority at any time by giving the Agency written notice of such change. 7 .6 Parking Requirements. The City agrees to deposit the he sale proceeds from t of Parcel 1 as herein provided into the City' s parking fund for the purpose of developing public parking spaces within close proximity to the Site. The Agency and City also acknowledge and agree that the parking requirements for the Site and the Project shall be deemed fulfilled upon the close of escrow on Parcel 1 pursuant to Section 3 . 1 of this Agreement , and the deposit of the proceeds from the sale of Parcel 1 into the City' s parking fund as herein provided. 7.7 Prohibition Against Assi nment of Agreement . After the recordation of the Certificate of Completion for the Sales Parcels, the Participant may transfer or sell the Sales Parcels or any portion thereof in a manner consistent with the Redevelopment Plan and City Ordinances, but may not assign or delegate any continuing obligations or rights under this Agreement applicable to such property to a third party without the prior approval of the Agency, which approval shall not be unreasonably withheld. Any such purchaser or transferee of any portion of the subject property shall agree in writing to assume all of the terms and conditions of this Agreement applicable thereto. Upon any such transfer, the Participant shall be relieved of any further responsibilities under this Agreement with respect to such transferred property. The Participant shall promptly notify the Agency of any proposed transfer or sale of the whole or any part of the Sales Parcels after the issuance of the Certificate of Completion and shall advise any prospective purchaser or transferee of any continuing obligations or responsibilities relating thereto under this Agreement . 7. 8 Pending Litigation. The parties hereto acknowledge and agree that there is currently pending in the California Court of Appeal an appeal from the judgment of the Superior Court of the State of California, Riverside County, in a lawsuit entitled Save the Welwood Murray Memorial Library Committee V. The City of Palm Springs, Case No. Indio 51176, ( the "Lawsuit" ) . The judgment in the Lawsuit restricts, among other things, the ability of the City of Palm Springs : A. to sell the Welwood Murray Memorial Library; and B. to modify the current configuration of the library building including: -18- DEO1088/10/17/88/4/D 1 . the removal lof the thirty ( 30) foot east wing of the library; 2. the dismantling of the covered patio areas at the back of the library; 1 3 . the removal of the southerly four feet of the library; and C. to grant certain easements to Participant as provided in Section 3 . 4A. As a result of the lawsuit the 'parties have modified the plot plans to that set forth on Exhibits "D" and "E1" through "E3" attached hereto. However , in the event any final disposition of the lawsuit allows all or any portion of the modifications set forth in subsection B hereof, then to the extent so permitted, the scope of development shall, include the improvements and alterations set forth on the plot plan attached hereto as Exhibit "J" . In the event any final disposition of the lawsuit prohibits the granting of easements to Participants over Parcels 2 & 3 as provided in Section 3 . 4A hereof, the obligation of the City to grant such easements shall be modified accordingly. In the event any final disposition of the lawsuit prohibits any matter set forth in subparagraphs B or C hereof, the Participant shall not cancel or terminate this Agreement but the Public Improvement Note shall bear interest at the, rate of nine percent ( 9%) per annum until paid. 8 . DEFAULTS AND REMEDIES. 8.1 Default . The following events shall constitute an event of default under this Agreement: A. Failure by a party to perform any term or provision of this Agreement within the time', provided herein. B. Material breach of any covenant, warranty or agreement contained in this Agreement. 8. 2 Notice . In the event of', any breach or any default under this Agreement, the injured party shall give written notice of the default to the party in default, specifying the nature of the default. Failure or delay in' giving such notice shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it operate as a waiver of any rights or remedies of the injured party, but the injured party shall have no right to exercise any remedy! hereunder without giving prior written notice of default as provided herein. 8. 3 Cure Period. The injured party shall have no right to exercise a--right or remedy hereunder unless such event of default continues uncured for a period of twenty ( 20 ) days after notice thereof, or, where the default l,is of a nature which cannot be cured within twenty ( 20) days, ! the defaulting party fails to -19- DEO1088/10/17/88/4/D ! • C. convey the easement described in Section 3 . 4A of the Agreement to the Participant within sixty ( 60 ) days of a final disposition of the lawsuit, subject to the provisions of Section 7 . 8 hereof. D. convey "Insurable Title" to the Accommodator to Parcels 4 and 5 as provided in Section 3 . 2 by the date which Participant must acquire an insurable interest or estate in and to Parcels 4 and 5 in accordance with the existing tax exempt financing agreements for the acquisition and development of the Project; E. fulfill any other material obligation under this Agreement within twenty ( 20 ) days written notice of default given by the Participant to the Agency and/or City. In the event of such termination pursuant to this Section 8. 6, neither the Agency and/or City, nor the Participant shall have any further rights against or liability to the other under this Agreement, and the Refund Amount described in Section 8 .7 shall be returned to the Participant as therein provided. With respect to any conveyed parcels, the Participant shall release and convey such parcel or parcels back to the Agency and/or City, as applicable, upon payment of the Refund Amount as provided in Section 8 .7. 8.7 For purposes of this Agreement, the Refund Amount shall mean and include the following: A. the deposit on Parcel 1 made pursuant to the escrow instructions for said Parcel together with interest thereon at the rate of 9% per annum until paid, and any other sums paid or advanced by the Participant for land or improvements within the Site; B. all financing fees, interest charges, and costs incurred by the Participant with respect to the tax exempt financing relating to the acquisition, rehabilitation and improvement of the Site, and any other financing costs or charges incurred by Participant in connection with the Project; C. all architectural, engineering and attorneys ' fees incurred in connection with the Project; Project; D. all appraisal fees incurred in connection with the E. all taxes, assessments, water, sewer charges, permit fees, and similar expenditures incurred with respect to the Project; -21- DE01088/10/17/88/4/D commence such cure within twenty ( 20) days and diligently proceeds to complete the same. This Section 8. 3 shall not apply to the Participant ' s termination and reimbursement rights provided for in Sections 8 . 6 and 8. 7 of this Agreement . 8 . 4 General Rights and Remedies . In the event of default and after expiration of any cure period provided herein or by law, the injured party shall havelall rights and remedies against the defaulting party as may be available at law or in equity. Such rights and remedies are cumulative, and the exercise of one or more of such rights or remedies shall not preclude the exercise, at the same or different times, of any other rights or remedies for the same default 'or any other default by the defaulting party provided for herein. 8 . 5 Legal Actions . A. Venue. Legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that County, or in the Federal District Court in the Central District of California. B. Service of Process. , ( i) Service of process on the Agency shall be made by personal service upon the Chairman, Executive Director , or Secretary of Agency, or in such other manner as may be provided by law. ( ii ) Service of process on the Participant shall be made in such manner as may be provided by law. 8 .6 Termination by the Participant . Notwithstanding anything contained in this Article 8, or in this Agreement , the Participant, at its option, may terminate this Agreement and obtain an immediate refund from the Agency of all amounts advanced, paid, or incurred by the Participant under , pursuant to, or in connection with this Agreement , all as more particularly described in Section 8 .7 below (the "Refund Amount" ) if the Agency and/or the City, including the various applicable departments and commissions of the City, fails to: A. issue such demolition and building permits and such other permits as may be required to build the improvements required by this Agreement subject only to the requirements of the building code of the City of Palm Springs as they exist as of the date hereof . B. relocate all tenants from Parcel 4 on or before December 16, 1988; -20- DEO1088/10/17/88/4/D 9 . 3 Conflict of Interest. No member, official or employee of the Agency or the City shall have any direct or indirect interest in this Agreement nor participate in any decision relating to the Agreement which is prohibited by law. 9 . 4 Nonliability of Agency Officials and Employees . No member , official or employee of the Agency shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or successor or any obligations under the terms of this Agreement . 9 . 5 Interpretation. The terms of this Agreement shall be construed in accordance with the oeaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The terms hereof shall be construed and enforced in accordance with the law of the State of California. 9. 6 Time is of the Essence. Time is of the essence of each and every provision hereof. 9 . 7 Entire Agreement, Waivers and Amendments . This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency, the City and the Participant, and all amendment hereto must be in writing and signed by the appropriate authorities of the Agency, the City and the Participant. 9 . 8 Consents; Reasonableness . In the event that either the Agency, the City or the Participant shall require the consent or approval of the other party in fulfilling any agreement, covenant, provision or condition contained in this Agreement, such consent or approval shall not be unreasonably withheld or delayed by the party from whom such consent or approval is sought . 9. 9 Amendments to this Agreement. The Participant and the Agency and City agree to mutually consider reasonable requests for amendments to this Agreement which may be made by any of the parties hereto, lending institutions or bond counsel or financial consultants to the Agency, provided said requests are consistent -23- DEO1088/10/17/88/4/D F. all testing, demolition, grading, construction, and remodeling costs incurred by the 'Participant with respect to the Project; and G. all other verifiable costs and expenses incurred by the Participant with respect to the negotiation of , or the performance under , this Agreement : Upon the reimbursement to Participant of the Refund Amount, the Participant will execute, notarize and deliver to the Agency and/or City, a deed or deeds releasing and conveying to same any and all interest of the Participant in or to the Site, and shall deliver to the Agency all plans , drawings and documents prepared by or for the Participant relating to the Project . 9 . MISCELLANEOUS. 9 . 1 Notices . Any notices required to be given hereunder shall be given in writing and either served personally or mailed, United States certified mail, return receipt requested, postage prepaid, and addressed to the ;parties as follows: To City: City, Manager City', of Palm Springs 3200 E. . Tahquitz Way Palm, Springs , CA 92262 To Agency: Executive Director Palm Springs Redevelopment Agency 3200' E. Tahquitz Way Palm Springs, CA 92262 To Participant : John! Wessman 67625 Highway 111 Cathedral City, CA 92234 The foregoing addresses may be changed by notice given as above provided. 9 . 2 Attorneys ' Fees . If any party hereto should retain counsel in order to enforce the provisions hereof or to obtain a declaration of rights hereunder, 'then the prevailing party in any such controversy or suit shall be entitled to receive its attorney fees, in addition to i'ts court costs, and such other judgment as may be awarded or paid to it . -22- DEO1088/10/17/88/4/D IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. AGENCY: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS pp By: Chairman ATTEST: CITY OF PALM SPRINGS By: netary of Agency- ✓ and City Clerk P. KINQ CITY MANAGER T-W . - APPROVED AS TO FORM AND CONTENT: P M(X� By: Y9endy,,,'Counsel 'and City1ttorney \J PARTICIPANT: zi HN WESSMAN ' rba ba WESSMAN DEVELOPMENT COMPANY, individually and as agent for The Escrow Accommodator, Inc . APPROVED AS TO FORM AND CONTENT: BEST, BEST & KRIEGER PAUL T. SEL,Z-E Counsel toPar- '-cipant -25- DE01088/10/17/88/4/D with this Agreement and would not substantially alter the basic terms included herein. The Director of the Agency is hereby authorized to make non-material , changes or additions to this Agreement on behalf of the Agency ,and the City. 9 . 10 Binding Effect. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 9 .11 Paragraph Headings. The paragraph headings used in this Agreement are for the purposes of convenience only. They shall not be construed to limit or extend the meaning of any part of this Agreement . 9 . 12 Execution. This Agreement may be executed in counterparts, each of which shall be deemed to ue an original, and such counterparts shall. constitute one and the same instrument. -24- DEO1088/10/17/88/4/D LEGAL DESCRIPTION 132 SOUTH PALM CANYON THAT PORTION OF BLOCK 27 OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 9 PAGE 432 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID BLOCK 27, DISTANCE SOUTH 00-08'00" EAST, 152.20 FEET FROM THE NORTHWEST CORNER OF SAID BLOCK 27; THENCE ALONG SAID WEST LINE OF BLOCK 27, SOUTH 00°08'00" EAST, 23.50 FEET, THENCE PARALLEL WITH THE NORTH LINE OF SAID BLOCK 27, NORTH 89052100" EAST, 57.80 FEET; THENCE PARALLEL WITH THE WEST LINE OF SAID BLOCK 27, SOUTH 00008'00" EAST, 7.10 FEET, THENCE PARALLEL WITH THE NORTH LINE OF SAID BLOCK 27, NORTH 89"52'00" EAST, 4.32 FEET TO THE LINE OF THE FACE OF THE EXISTING THEATER BUILDING, THENCE ALONG SAID LINE PARALLEL WITH THE WESTERLY LINE OF SAID BLOCK 27, NORTH 00008'00" WEST, 30.60 FEET; THENCE PARALLEL WITH THE NORTH LINE OF SAID BLOCK 27, SOUTH 89052'00" WEST, 62.12 FEET TO THE POINT OF BEGINNING. KWL ASSOCIATES, INC. May 30,Z989 LEGAL DESCRIPTION 124 SOUTH PALM CANYON THAT PORTION OF BLOCK 27 OF PALM SPRINGS.AS SHOWN BY MAP ON FILE IN BOOK 9 PAGE 432 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA.,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF SAID BLOCK 27, DISTANT SOUTH 00008'00" EAST, 114.00 FEET FROM THE NORTHWEST CORNER OF SAID BLOCK 27; THENCE ALONG SAID WEST LINE, SOUTH 00008100" EAST, 29.00 FEET;- THENCE PARALLEL WITH THE NORTH LINE OF SAID BLOCK 27, NORTH 89052'00" EAST, 62.12 FEET TO THE FACE OF THE EXISTING THEATER BUILDING; THENCE PARALLEL WITH THE WESTERLY LINE OF SAID BLOCK 27, NORTH 00008100" WEST, 29.00 FEET; THENCE PARALLEL WITH THE NORTH LINE OF SAID BLOCK 27, SOUTH 89°52'00" WEST, 62.12 FEET TO THE POINT OF BEGINNING. KWL ASSOCIATES, INC. May 30,1989 DEliEL�P,yl�.r KWL ASSOCIATES, INC. /T 4r of L.EG4ZI,5s g 8uC27 Port SPaivGs 712 Eugene Road � PALM SPRINGS, CALIFORNIA 92264 CALCULATED BY �TG oArE-_�-z7-B9 (714) 327-7786 CHECKED BY ++�•"TT DATE ✓�-30��l9 SCALE . _ � /.✓O/AN �IdE.. VvR7'11 ZzMe- of 6LI1cK 27 40 , a \\ 0 a rr •• � -� -_ ✓07 A.. 47ti a T N m Q .. _.._. ._. . .. --z./O . c V.-,v ---------- --- � 41 -- - - EJ(HIBIT A --- - - "- -- Sc-off./".=?o fn' npler.Lv. � I�I:JIIf ,J�l�l I ': 1,61N41W11,11N. SIM,.LLIpY. l! r NnLA HY151WH15 NLIIrK 11.\ ','.� � I, Y e/Udl al.il yl[�� NIOI N,II I VYdMIN LLYI W3N,1[Y• �y'IL'If4�l 'Ill�iil I III 1161IM.IIALA IIIIAII. C � � \ �'� lulwl N41 urANN1111 v �1104W1 � G:IWL +• �Cldlll 1 SIIIII 0 S� tL /lS�AILInNI//IIA.S/ALI Y5411µ11.11.YNACE r_ •ISIY.ANI�/IIA.NAL{ � (f .1/ SI- JI)NSI IILY ILIIS- 1 il, Lgvpcn 1 � :r II p A 1 rrlli N� I ' Nuu I I _.':III I �I � : f.¢.(•Ipk?; ,J,f � .•'•I•, '.rr ''il V. I �y;;:i,l' �'•.I��:.'., � �� Ifl,i:..,. II1� f � 3 iil L. fIl� •,';\. II t. .ulu. NIL{u.,aAll � �I'1 �I .UIY.AwI!.I E.,.AIL ! II i RII A.,.I , W >I'�fk�• f Ci:; 'fj',ra'.':. .,dj. I ��' I '114" 'I \ L° �C uH,Inwlx rl An � --GAL OeSC.JIPTTCN That certain property a 'Property-) in the Project EXHIBIT "B" Area more fully described as fo vea: Parcel 1: All that portion of the block designated as "ors. BCoaks", also kncwn as Black 27 an map of town of Palm Springs, in the City of Palm Springs, County ad Riverside, State of California, in Book 9, Page 432 ad .'flaps, San 0iego County Records by metes and bounds as follows: Beginning at a point an northerly Line at said Black 100 feet easterly from northwesterly aornsr a said black; thenca southerly parallel with westerly line of said block ao :pet; then easterly parallel with northerly line of said black LO :pet; thence southerly parallel with westerly Lino of said black 34 feet; thence easterly parallel with northerly line of said black 180.5 feet to easterly Line of said black; thence northerly an said easterly line 114 loot to northeast corner of said block; than westerly along northerly lino pf said black to point ad beginning. Parcel 2• All that portion of a certain unnumbered black, designated as Mrs. Brooks on the map of Palm Springs an file :n Bock 9, page 432 of Maps, Records of San Oiago County, California, particularly described as follows: Beginning at a point an the northerly line of said i block, 80 fast easterly from the northwest corner thereof; Thence south and parallel with the west lino at said f block, 8o fate; ' Thence east and parallel with the north line of said block 20 feet: Thence north and parallel with the west line at said black, 80 fast to a point on the north line thereof; Then wort along the north lino at said black 20 feet to the Point at Beginning. Parcel 3• All that portion of a certain unnumbered black designated as Mrs. Brooks, an map of palm Springs, an file in Book 9 page 432 of Maps, Records at San Diego County, California, particularly described as follows: MW —LZPma Thence ease alanq the northerly 11ne ad said black, being also toe southerly Lint Suring 3treee (now mown as • Tahquitz Road) , 30 !tot; Thence south and parallel with the west lLhe at said block, 30 feet; Thence west and aarallel wteh the north Line at Saud black, 30 flee to a taint an toe west Line at said aiacx, ❑sing also the east Line ct .4a:n Avenue (now known as Pala :anyon Dczve) ; Thence west and raralLel with the north line at said block, 30 !site to a po:.nt an the went line oG said block, beinq also the east Line of pain Avenue (now known as ?aim Canven Drive) ; Thence north along th■ west line oG said black, 30 see to the paint cc beginning. Parcel 4: Par-sl 1 ad Parcel 4: That portion at Slack 27, designated as Mrs. 3racks, as shown by Map at ?Ala Springs, in the Clty at Palm Springs an G_le in Seek 9 page 432, at Maps, Reccrds of San Diega County, California, dedc:.bed as Gallows: 3eg:.nning at a point an the Westerly Line at said black, 30 !set southerly at th1 northwest author thereat: Thence easterly 110 tree parallel with the southerly Line at Spring Street (new known as Tanquit: Drive) ; Thence southerly 34 flee parallel with the easterly line at Main Street (now known as Palm Canyon Drive) ; Thence westerly 110 !set parallel with said southerly line at Spring Stteee, to a point on the easterly line at said , i Main St:eet; Thence northerly 34 feet an said easterly Line to the Point of beginning. PAGE _ _ Parcel 2 of Parcel 4: An easement and right of way for road purposes, and ingress and egress to the property adjoining on the south over a strip of land 10 feet in width , being a portion of Block 27 , designated as Mrs. Brooks as shown by mao of Palm Springs on file in Book 9, page 432 , of Maps , Records of San Diego County, California , described as follows: Beginning at a point on the northerly line of said block, 100 feet easterly of the northwest corner thereof; Thence south 80 feet parallel with the west line of said block; Thence east 10 feet parallel with the north line thereof; Thence north 80 feet parallel with the west line of said block, to a point on the north line thereof; Thence west 10 feet on said north line to the Point of Beginning. Parcel 5: That portion of Block 27 , of Palm Springs , as shown by Map on file in Book 9, Page 432 of Maps, Records of San Diego County, California, described as follows: Beginning at a point on the west line of said Block 27 that bears south 00' 08' east a distance of 114 feet, from the northwest corner thereof; Thence continuing south 00' 08' east along said west line a distance of 24.00 feet; Thence north 89' 52' east and parallel with the north line of said Block 27 a distance of 63.00± feet; Thence north 000 08' west and parallel with said west line a distance of 24.00 feet; Thence south 89' 52' west and parallel with said north line a distance of 63± feet to the Point of Beginning. 12 EXHIBIT PAGE Parcel (P • law.—aC�a•sc'►�-e. 0 That portion at Block 27, of Palm Springs, as shown by Hap an file in 300k 9, page 431 of Maps, Records at San Diego County, California, described as follows; Beginning at a point an the west line of said 31cck Z7 that bears south 00. 08' east a distance of 114 feet, ,ram the northwest corner thereat; Thence continuing south 00e 08' east along said vast line a distance of 51.70 feet; Thence north 89e 52, east and parallel with the north. Lino at said alock 27 a distance of 57.30 feet; Thence south 00e 08' east and parallel with said vest line a distance at 7.10 fast; Thencs north 89e 52' east and parallel with said north line a discanca at 55 feet; Thence south 00e 08, east and parallel with said vest line a distance of 0.47 feet; Thence north 39e 52, east and parallel with said north line a distance 01 59 feet; Thence north 00e 08' west and parallel with said vest line a distance at 0.47 feet; Thence north 89e 52' east and parallel with said north line a distance at 44.58 feet; Thence north 00e 08, west and parallel with said vest line a distance at 47.48 feet; Thence north 39. 52' east and parallel with said north line a distance of 4.45 feet; Thence north 00e 08' west and parallel with said vest line a distance of 4.75 feet; . . Thence south 89. 53' .rest and parallel with said north line a distance of 4.45 feet; . Thence north 00e 08' west and parallel with said vest line a distance of 16.57 feet; Thence south 89e 52' vest and parallel with said north line 215.38 feet to the Paint at Beginning. Excepting Parcel 5 as described above. EXH WIT PAGE 2 a r c e i aL'eeeei.rir An easement far ingress and egress of cedest:ians, equipment and veh.cles to and :ram Parcel 1 herein described over that portion of ; _ock 27 of Palm Springs, as shown by map an file in Soak 9, Page 432, of Mars, Records of San oisgo County, California, described as failows: Commencing at a paint an the west line of said 3lock 27 that bears saute 00e 08, east a distance at 114 feet from the northwest corner thereof; Thence north 89e 32, east and parallel with the north line of said 81ock 27 a distance at 215.23 feet to the true Paint of Beginning; Thence continuing north 89e 52, east and parallel with said north line a distance at 74.12 feet, more or less, to a paint an the said east line of said Black 27; Thence south Ooo 08' east along said east line a distance of 8 feet; Thence south 89e 52' west and parallel with said north line a distance of 67.12 feet; Thence south 00e 08' east and parallel with said east line at Block 27 a distance of 8.57 feet; Thence south 89e 52' west and parallel with said north line 7 feet to a point on the east wall of Plaza Theatre Building; EXHMrr _SL PAGE as Tapp, -MeCa um coo, tC5ROW INSTRUCTIONS S.1107 Palm Science.CA 92262 16191 327.9568 EXHIBIT "C" ESCROW TYPEO. e Escaow 1�148 KK Escaow OFFICIERathy Kleindienst DATE Sept. 27, 1986 TO COMPLETE A TOTAL CONSIDERATION OF S 534,425.00 l Wewhlenod,-S411,242.00 plus sufficient funds to •AEMO cover buyer's closing costs. PAIDOUTSIDE ESCROW I $ 123,183.00 - CASH THOU ESCROW 411,242.00 LOAN OF RECORD-Iv LOAN OF RECORD-End Cna well deliver to you anynaIs, mslruones and tel fund,required lmm buyers to amides LOAN OF RECORD-3rd re.to comply who l heeemsrructia ,be Or pmarold t. 30, 1988 ,NEW In LOAN all of mor Van are aulnorized and uldlooled 1.use and deliver poetwoed mslrumenls nave been filed lot NEW 2nd LOAN real sphinx,you m omcgrs assurance of ldle in the form of a Standard Policy of Tire Insurance NEW Jed LOAN — wonmessuengcompanysusualCombatexcunhope. olh a liability of s 534,425.00 _ coHno,poperlv'n the CounttZliverside Sale m California TOTAL CONSIDERATION I S 534.425.00 Redoms m Sam County d-onthad ae mild— See Exhibit A attached hereto and made a part hereof. r-,n,address in a r,riladl "nwing.hayaPammThe Escrow Accomodator, Inc. , a California Corporation re learn encomb,Cape,a.cepe f 1)G...ral and Specldl lairs Including a.,Carl mslncUevies payments for which are included therein and careered rherewle for me current fiscal year not debnquenl Irec uding Area for the mean...yeas a any,nor yal C....J. 121 Covenants conditions renrmtlom,reservations rlgms rebels of way,easements and exceptions of minerals,oil,gas,water,carbons and hydrocarbons on or under said land now al record and in deed by his of any attending Ind use and occupancy of Sala property Buyer to approve Stewart Title Co. preliminary title report within term of escrow. In the event escrow holder does not receive written disapproval within said time period report shall be deemed approved. THESE INSTRUCTIONS ARE CONTINUED ON ADDITIONAL INSTRUCTIONS ATTACHEO HERETO AND MADE A PART HEREOF If above encumbrance a a purchase money hurt deco endorse mbeRet on notes as of data of recording deed In event unpaid balance of trust divi of record are more or less than the sumisl set forth above.adjust difference l n/a Iln cash fn/a Il In.deed of hum to lde l n/a l in the selling price Prorele taxes on real property poly based on In.latest lax bill in your possesLan or on latest available tax figures furnished by the title company as at close of escrow Prorate inlarest on loans of record as of n/a Prorate rems as n/a based on rent statement handed you Any poor en arrears to be disregarded m your proration Ordeals insurance as handed you all and in me event the lender requires trio a emsurames to cover new loan this is your apmv¢abare to order same and pay premium if any,from buyer s fonds As afn/a wean seller and debt buyer the amount Of empdunds of any.as disclosed by bemehmary statement from the holder of the loan Of record EACH PARTV SIGNING THESE INSTRUCTIONS HAS READ THE ADDITIONAL ESCROW CONDITIONS AND INSTRUCTIONS ON THE REVERSE SIDE HEREOF AND APPq OVES.ACCEPTS.AND AGREES TO BE BOUND THEREBY AS THOUGH THE REVERSE S1DE HEREOF APPEARED OVER THEIR SIGNATURES. In,undersigned hereby agrees to pay on demand charges for drawing recording and polarizing all documents charges of title company.e l any charges of lending rnshlulmn Cry and me buyers andim borrower s customary escrow lees necessary to Complete[his escrow Lender's or Lender's or Buyer's Signature Buyer's Signature The Escrow Accomodator, Inc. BY: Buyer's Signature Buyer's Signature Addreasl 111 Tahquitz East #107, Palm Springs, CA 92262 The loregaing terms provisions,conmlmnf and Insiruuiam are hereby approved and accepted in Inter emlot,and concurred m by me I well nand yap necessary Sdocumts en and/or funds called for an my part to cause M w ve Mlle to be Shan as abo ,which you are authorized to deliver when you hold for my account the sum Of I et proceeds together n wo any documents,due the undersigned as described above within the time as above provided Pay your escrow charges r remromg lees charges for evidence of the as called for whether or not this escrow a cdnsummaled,except those the buyer agreed to pay You are hereby authorized To ca bonds anoessme"b laves and any hens or encumbrances at record plus accrued interest charges and bonus,if any Pay Documentary Transfer Tax as lectured on Deed orc iy I am conveying you are also authorized to reimburse party advancing money for cast at building report Borrower's or Borrower's or Seller's Signature Seller's Signature City of Palm Springs BY: Seller's Signature Seller's Signature Attn: Ken Feenstra Address 3200 E. Tahquitz, Palm Springs, Ca. 92262 as CO-aad-Tfirlin Eai=_1__`PAGO AS*ONAL ESCROW INSTRUCTIONS ESCROW NO. 8143KK DA September 27 , 1988 - Page 3 ' Seller understands that The Escrow Accomodator, Inc. , a California corporation will be acquiring herein described aroperty solely for the purpose of facilitating John Wessman's desire to effect a 1031 tax deferred exchange. Seller agrees to and hereby releases The Escrow Accomodator, Inc. from and against any and all liability arising out of this transaction and agrees to proceed only against Wessman in the event of default under anv of the terms of this transaction upon trans- fer of title to the property from The Escrow Accomodator Inc. to Wessman. Buyer shall obtain, at buyer's sole costs and expense, title insurance insuring Wessman in the total amount of the purchase price as an addendem to the title insurance required herein. Escrow holder to obtain a Grant Deed from seller to The Escrow Accomodator Inc. and from The Escrow Accomodator Inc. to Wessman to be recorded concurrently at close of this escrow. City of Palm Springs The Escrow Accomodator Inc. BY: BY: EXHMIT n PAGE Li�aAL ULJ L:l:1^.':Q7 :hat certain property (the 'Praperty•) in the pray area mar* :ally described As follows: eO' Parcal s. All that partian at the black deaJIMAtad sa *Mrs. 9roeks", also known as 71aek 17 an maq at town et palm S;etags, is the Clty ad Pala springs, County a! dlvaraide, State 0! Callfarnia, in soak 9, Paga 431 :: Maps. San Jlega County Records by metal and baunds as follawse aeginning at a ,king on north arly ling at said flcex 1^.0 Last easterly fr*a northwesaarly :*teat a Arid black; thanea sautharly parallel with westatly line at said blocx 30 feet; than easterly ;arsllsl vies northerly lips of said black 10 !set; thence sautharly ;srallal wits westerly line ad said bla:x 34 test; thanes eaatariy parallel with naraheely lino of said block lea.3 fast to easterly line of said Moak: tnenas northarly on said aaatarly Lin* 114 !let to narthease corner at said blccx; than westerly alonq northerly line of said black ea paint of beginning. EXHIBIT PAGE l .-Ialul All filP NU M.", it AII. 6a, 4—1 114.1.1 A�I L.....,,.II:�• L•- -- � r:,-r ,?�.rl.r : "a:Y. •8.; A..'r..:::il 1111L�^a 't� �;.o.��•� "I ° "�°I';,, �� - �I I�I;i ,��. , , ;� 5111I�1'1'lll I I - �, 3� 1 � •.., I i L: ; �� x onto II -., JI I.IJAS All ..A FU 111111 1.61N1:W f1IM,.11A1 �.So�, ` unll.awu su4, sla� waow: AL.,hVI All..' nlUll.\4A1\ YIAMMYI MN 111M641H 1 �:OWIfLl1 I� Ix l l(f ' I.,1. M.11 AAf W.N1. IIIIWI 1\IAHSY1ry I uww W uw,nv+u•wl � .L _S r q v.. I_ 1 1 1p 11 � 1 f _ HI,u4.lf.•1 ULS�AMI/a IA.141:f 1— us1u..ArluuW s..0 e nv u f ---j "n f6r w, l lJ'gk o a e ! 4.11. _` 2jri. ` � 0 I i � }.r.rr.;-� Ilil (_x ELIIiPI Iri:ti4i141;'I�`'�i'i71IypIP�li1„,Y��.°II: - L r jYl {� . ...: {� .' �:L� - `III 1 ::cst":•�•,'��:: � ��5 � ' ,i�l�, - n � pp �'�'� �',� I I 'l�a, Ip(q1, jrJ L.......� II' 7,, i:, ,.'�_., � IC•...'....'.�. f • 'l/�• II �I,` \lIII PI II I jLI i. I , 1 t : 111 :.... . : �I , �. , �':; �V'��,•� w! r:c4i�'�-'n'cl -�l�W— " l �,IIIIII p 1+tR 1° RRE � �u:�l :'I:•ir .-ai.-. t( � ! �..�.�,'�I..�'�. � i_ 4i 11...�i IIIa I:PIII I I 1 I I 1 i IT I� f ifs f 'ti r L11A1,HHILIIA.1.Nl •I , .I,LV..HI,LIN. ew11 AIA.1 . I'I .I11.,.,F1, \1I11II I��A I III e� . . . . I l ;'II I I ll Y i II ' jjllll'1 gill LL li I.A.,,,. .,, .,....•...u„ �,,. . I - In',L �..�, Ii ,..,A 1.1L. I �. _ .. ... _.. ,. .,. tr�Y�,� .. ..,,,. 1. ll,unu uuux ri,H 1 WEST EI EVAI ION -I'AI M CANYON DRIVE VIEW COUR 1 YARD SOUTI I FI EVAUON 9 IIIII II. - �i ��M N —��I _ 16� l��i� ,mll��l�� I 9o��fd• a NORII I EI EVAI ION- fAIIQUI FZ MCCARLIM WAY VIEW NI AZA NOR I I I H EVAI ION tv Al � t- —� --�—�;��P � Ill �1 el�� ph ,� /��• v i � ��st� �� n�I�I�Iq� -'�-r-'— - - - —r_•:_ 1 '' I E�_ Id I ( - rya Iifif. .- ' `. I i • �1 illflill I - I IASI IIIVAIION - INUTANMNUL ( OIgi ARPIASI IIIVAIIUN EXHIBIT "F" RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Executive Director Palm Springs Redevelopment Agency 3200 E. Tahquitz Way Palm Springs, CA 92252 ( Space above for Recorder ' s Use (Dnly) CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT RECITALS The Agency is executing this document on the basis of the following facts , understandings and intentions : WHEREAS, by a Participation Agreement dated December 16 , 1987, by and between the Community Redevelopment Agency of the City of Palm Springs (a public body, corporate and politic, hereinafter referred to as the "Agency" ) , the City of Palm Springs , a municipal corporation ( the "City" ) and John Wessman dba Wessman Development Company, a sole proprietorship (hereinafter referred to as the "Participant" ) , ( the "Agreement" ) the Participant has developed the Site described on the attached Exhibit "A, " ( the "Site" ) by constructing, or causing to be constructed, thereon a retail/commercial center and related improvements according to the terms and conditions of the Agreement ; and WHEREAS, as referenced in the Agreement , Promptly after completion of all construction to be completed by the Participant upon the Site, the Agency shall furnish the Participant with a Certificate of Completion upon written request therefor by the Participant; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the Participant has complied with the terms of the Agreement pertaining to the development of, and the construction of improvements on, the Site; and WHEREAS, the Participant has requested that the Agency furnish the Participant with the Certificate of Completion; and ZXHIS:,r "F" - I WHEREAS , the Agency has conclusively determined that the construction and development on the Site as required by the Agreement has been satisfactorily completed. NOW, THEREFORE: 1 . As provided in the Agreement , the Agency does hereby certify that development of, and construction on, the Site has been fully and satisfactorily performed and completed, and that such development and construction is in full compliance with the Agreement. 2 . This Certificate of Comoletion shall not constitute evidence of compliance with, or satisfaction of , any obligation of the Participant to any holder of a mortgage, or any insurer of a mortgage, securing; oney loaned to finance the improvements or any part thereof . Nothing contained herein shall modify in any way any other provision of the Agreement . IN WITNESS WHEREOF, the Agency has executed this Certificate this _ day of 198_ REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: Chairman ATTEST: Secretary EXHIBIT 'IF,, - STATE OF CALIFO•IA ) ) 9S . COUNTY OF RIVERSIDE ) On this _ day of in the year 198_, before me personally appeared , known to me to be the Chairman, and known to me to be the Secretary, of the Redevelopment Agency of the City of Palm Springs, and known to me to be the persons who executed the within instrument on behalf of said public corporation, and acknowledged to me that su, 'i public corporation executed the same. WITNESS my hand and official seal. (Notary Public) EXHIBIT "F" -3 E%unve net Lrwr[Ei.LL f : ", EY�FUTME E yI Ipl J y.' E%ISTNG TWO SIMY SIWY R4LINf ''la,; ILAZA NVFSiMWI>klllOWG N,TL.E ..: ^ NiVIE MAIL E%IANSM]N MALL E3IANSION L%ISIWG AiI1EATf[ F i'/ LIITNIIF MALL F%IANSION yl`y:ll O 97 E%ISING ONF SIOEY lfSiALLANi I t C'a Y� lES�ALV ANI/.,VA.SrACE ....ANT/[ETA..YA l LIEV [I..A.I1 IIAk p 12[l5f. 7J9053 llll$S ACI � � .' "� � r I .. ..a ,.r.,lly, I. �' • il�f 1�1 II i _ r"..: � _'re•Ilr.� ' � � I "'llti.�:;a�@��J,' .,.��.lun�•.�. 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I I � MARf Lll3[,IAIA E11Z Itr u.,1 .,• m: A n IF„ I.oum IASI 1UUR PI AN� � f 0 EXHIBIT "i`4" 0 ( FORM OF TENANT RELOCATION NOTE) PROMISSORY NOTE Payee: John Wessman Date: , 1988 Principal Amount: The Community Redevelopment Agency of the City of Palm Springs , in the County of Riverside, State of California (the "Agency" ) , a public body corporate and politic, duly organized and existing under the laws of the State of California, for value received, promises to pay to the order of John Wessman, an individual ( "Participant" ) , at 67625 Highway 111, Cathedral City, California 92234, or his assigns , the sum of $ which sum equals all amounts loaned by the Participant to the Agency relating to the relocation of tenants from Parcel 4 , all as set forth and described in the Redevelopment Participation Agreement, dated as of November 2 , 1988, by and between the Agency, the City and the Participant (the "Agreement" ) . Such sum shall be repaid by the Agency to the Participant in two ( 2 ) equal installments, the first due on December 1, 1989 , and the second due on December 1, 1990. The principal amount of this Note shall not bear any interest . The installment payments due under this Note are payable in lawful money of the United States of America, such payments to be made to Participant by check or draft at the address referred to above or such other address as the Participant may instruct in writing to the Agency. This Note is issued under the authority of and pursuant to the Community Redevelopment Law, commencing with Section 33000 of the Health and Safety Code of the State of California. The principal amount of this Note, together with any late charges thereon then owing, may be prepaid in full or in part at any time. Upon the full prepayment of this Note, the holder of this Note shall surrender the Note at the principal business office of the Agency, and, notwithstanding any failure to surrender such Note, all obligations and duties of the Agency under this Note shall thereupon cease to exist and the Note shall no longer be deemed to be outstanding. This Note is a general obligation of the Agency, and not a debt of the City of Palm Springs or the State of California. In the event the Agency fails to pay an installment required under this Note when due, and should such default continue for a period of fifteen ( 15 ) days after the Agency receives from the Participant written notice of default, the EXMIT �PAGE Agency shall pay to the Participant a late charge of five percent ( 5% ) of the overdue amount, which late charge shall be due within ten ( 10 ) days after the aforementioned fifteen ( 15 ) day period. Failure by Participant to give such Notice shall not be deemed a waiver of such default. Time is of the essence hereof. If the Agency fails to pay the first installment within thirty ( 30 ) days after the Agency receives from the Participant written notice of default, the Participant shall have the additional right and option to declare, without giving notice or making a demand of any kind, that the entire indebtedness evidenced by this Note is immediately due and payable, and upon such declaration, such indebtedness shall be immediately due and payable. The Agency shall pay all costs and expenses, including reasonable attorneys ' fees incurred in collecting payment on this Note or in enforcing any judgment obtained in any legal process to collect on this Note, whether or not legal action is instituted. The obligations of the Agency under this Note are binding on the Agency' s successors and assigns . COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: Chairperson (SEAL) ATTEST: Executive Director APPROVED AS TO FORM: Agency Counsel - 2 - EXMIT PAGE,2- 0 EXHIBIT "N" ( FORM OF PUBLIC IMPROVEMENT NOTE) PROMISSORY NOTE Rate of Interest: [None] or Date: 198 [ 9% per annum] — Payee: John Wessman Principal Amount: Dollars 1. The Community Redevelopment Agency of the City of Palm Springs, in the County of Riverside, State of California (the "Agency" ) , a public body corporate and politic, duly organized and existing under the laws of the State of California, for value received, promises to pay to the order of John Wessman, an individual ( "Participant" ) , at 67625 Highway 111, Cathedral City, California 92234 , or his assigns, the principal sum of Dollars . This Note shall be interest free [subject to the provisions of Section 7 . 8 of the Agreement] . This Note shall be payable in lawful money of the United States of America, such payments to be made to the Participant by check or draft at the address referred to above or such other address as the Participant may instruct in writing to the Agency. 2. This Note is issued for the purpose of repaying the Participant for sums loaned by the Participant to the Agency relating to the construction of certain public or quasi-public improvements on the Site, all as set forth and described in the Redevelopment Participation Agreement, dated as of November 2 , 1988, by and between the Agency, the City and the Participant (the "Agreement" ) . The terms "Redevelopment Plan" , "Site" , and "Remodeling Note" as used herein, shall have the same meaning as set forth in the Agreement . This Note is issued under the authority of and pursuant to the Community Redevelopment Law, commencing with Section 33000 of the Health and Safety Code of the State of California. 3. The principal amount of this Note [and any interest due thereon] may be paid in full in advance of any Payment Date established herein without penalty. Upon such prepayment of the principal amount of this Note [and any interest due thereon] ,the holder of such Note shall surrender the Note at the principal business office of the Agency, and, notwithstanding any failure to surrender such Note, all obligations and duties of the Agency under this Note shall thereupon cease to exist and the Note shall no longer be deemed to be outstanding. EXHIBIT=PAGE ( 7 0 4 . For purposes of this Note, the following terms shall apply: A. "Tax Increment Revenues" means an amount equal to one hundred percent ( 100% ) of those taxes allocated and paid to the Agency pursuant to Section 33670(b) of the Health and Safety Code which are derived from increases in valuation of real property within the Site from and after the date of the Agreement. B. "Payment Date" means the fifteenth ( 15th) day after the date of receipt by the Agency of any Tax Increment Revenues from the County of Riverside from and after the date of this Note. C. "Debt Service Payment" means each and every payment required to be made by the Agency under paragraph 5 below in repayment of principal and interest on this Note. 5 . A. The Agency promises to pay to the order of Participant the Debt Service Payments on each Payment Date from and after the date of this Note in an amount equal to the total Tax Increment Revenues as of the Payment Date, less any Debt Service Payment paid by the Agency to the Participant on such Payment Date for repayment of the Remodeling Note. The Participant shall have the right to designate priority of payment as between such notes as specified in Section 7. 5 of the Agreement. Debt Service Payments shall be made until this Note is paid in full. B. All Tax Increment Revenues received by the Agency shall be deposited by the Agency into a special account . Such amounts are a first pledge to secure the Agency' s obligation on this Note and shall thereafter be applied to the payment of the principal and interest in accordance with the terms of this Note. C. This Note is a general obligation of the Agency, and not a debt of the City of Palm Springs or the State of California. 6 . In the event the Agency fails to make a Debt Service Payment required under this Note when due, and should such default continue for a period of fifteen ( 15) days after the Agency receives from the Participant written notice of default, the Agency shall pay to the Participant a late charge of two percent ( 2% ) of the overdue amount, which late charge shall be due within ten ( 10 ) days after the aforementioned fifteen ( 15) day period. Failure by Participant to give such Notice shall not be deemed a waiver of such default. 7. The Agency shall pay all costs and expenses, including reasonable attorneys ' fees incurred in collecting payment on this Note or in enforcing any judgment obtained in any 2 - ZrnmIT • • legal process to collect on this Note, whether or not legal action is instituted. B. The obligations of the Agency under this Note are binding on the Agency' s successors and assigns . COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By. Chairperson (SEAL) ATTEST: Executive Director APPROVED AS TO FORM: Agency Counsel- 3 - EIT—Al— WAGE 3� EXHIBIT "0" (FORM OF REMODELING NOTE) PROMISSORY NOTE Rate of Interest: ( 9% ) per annum Date: 198 Payee: John Wessman Principal Amount: Dollars 1. The Community Redevelopment Agency of the City of Palm Springs , in the County of Riverside, State of California (the "Agency" ) , a public body corporate and politic, duly organized and existing under the laws of the State of California, for value received, promises to pay to the order of John Wessman, an individual ( "Participant" ) , at 67625 Highway 111, Cathedral City, California 92234 , or his assigns, the principal sum of Dollars plus interest from the date hereof at the rate of nine percent ( 9% ) per annum, to be compounded annually until this Note is paid in full . Notwithstanding the rate of interest on this Note herein specified, such rate shall not exceed the stated maximum rate of interest permitted on bonds issued by a redevelopment agency pursuant to Section 33645 of the Health and Safety Code of the State of California , as amended, or the maximum rate of interest otherwise provided by law. The principal of and interest on this Note are payable in lawful money of the United States of America, such payments to be made to the Participant by check or draft at the address referred to above or such other address as the Participant may instruct in writing to the Agency. 2 . This Note is issued for the purpose of repaying the Participant for sums loaned by the Participant to the Agency relating to the remodeling of the Welwood Murray Memorial Library, all as set forth and described in the Redevelopment Participation Agreement, dated as of November 2 , 1988, by and between the Agency, the City and the Participant (the "Agreement" ) . The terms "Redevelopment Plan" , "Site" , and "Public Improvement Note" as used herein, shall have the same meaning as set forth in the Agreement. This Note is issued under the authority of and pursuant to the Community Redevelopment Law, commencing with Section 33000 of the Health and Safety Code of the State of California . 3 . The principal amount of this Note, together with any accrued interest thereon then owing, may be paid in full in advance of any Payment Date established herein without penalty. EXHIBIT PAGE U Upon such prepayment of the principal amount of this Note, together with any accrued interest thereon then owing, the holder of such Note shall surrender the Note at the principal business office of the Agency, and, notwithstanding any failure to surrender such Note, all obligations and duties of the Agency under this Note shall thereupon cease to exist and the Note shall no longer be deemed to be outstanding. apply: 4 . For purposes of this Note, the following terms shall A. "Tax Increment Revenues" means an amount equal to one hundred percent ( 100% ) of those taxes allocated and paid to !-he Agency pursuant to Section 33670(b) of the Health and Safety :ode which are derived from increases in valuation of real property within the Site from and after the date of the Agreement. B. "Payment Date" means the fifteenth ( 15 ) day after the date of receipt by the Agency of any Tax Increment Revenues from the County of Riverside from and after the date of this Note. C. "Debt Service Payment" means each and every payment required to be made by the Agency under paragraph 5 below in repayment of principal and interest on this Note. 5 . A. The Agency promises to pay to the order of Participant the Debt Service Payments on each Payment Date from and after the date of this Note in an amount equal to the total Tax Increment Revenues as of the Payment Date, less any Debt Service Payment paid by the Agency to the Participant on such Payment Date for repayment of the Public Improvement Note. The Participant shall have the right to designate priority of payment as between such notes as specified in Section 7.5 of the Agreement. Debt Service Payments shall be first credited to the payment of all accrued but unpaid interest and the balance to principal . Debt Service Payments shall be made until accrued interest and principal on this Note are paid in full. B. All Tax Increment Revenues received by the Agency shall be deposited by the Agency into a special account. Such amounts are a first pledge to secure the Agency' s obligation on this Note and shall thereafter be applied to the payment of the principal and interest in accordance with the terms of this Note. C. This Note is a general obligation of the Agency, and not a debt of the City of Palm Springs or the State of California. 6 . In the event the Agency fails to make a Debt Service Payment required under this Note when due , and should such default continue for a period of fifteen ( 15) days after the Agency receives from the Participant written notice of default, the - 2 - EXfIIB1T 1 PAGE 0 Agency shall pay to the Participant a late charge of two percent ( 2% ) of the overdue amount, which late charge shall be due within ten ( 10 ) days after the aforementioned fifteen ( 15 ) day period. Failure by Participant to give such Notice shall not be deemed a waiver of such default. 7 . Any Debt Service Payment not paid when due as provided herein shall itself bear interest at the rate provided herein until paid. 8. The Agency shall pay all costs and expenses , including reasonable attorneys ' fees incurred in collecting payment on this Note or in enforcing any judgment obtained in any legal Irocess to collect on this Note, whether or not legal action is instil, Led. 9 . The obligations of the Agency under this Note are binding on the Agency' s successors and assigns . COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: Chairperson (SEAL) ATTEST: Executive Director APPROVED AS TO FORM: Agency Counsel - 3 - EXffiBIT PAGE I A0011,1Dm CERTIFICA1110F INSURANCE ISSUE DATE(MM'°°,YY) 9/9/92_ PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE "I Curtis-Kieley, Inc. DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY TH'Z P.O. Drawer IT POLICIES BELOW. Palm Springs, CA 92263 COMPANIES AFFORDING COVERAGE COMPANY LETTER A Reliance Insurance Company COMPANY B INSURED LETTER Wessman Construction Co. , Inc. ETTERNY 1555 S. Palm Canyon Drive, G-106 Palm Springs, CA 92263 LE TERNY D COMPANY E LETTER COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR DATE(MM/DDIYV) DATE(MM/DMYY) LIMITS - GENERAL LIABILITY GENERAL AGGREGATE $ 2,000,000. - A X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGE $ 2,000,000. CLAIMS MADE X OCCUR QB 849538200 9/l/92 9/l/93 PERSONAL&ADV INJURY $ 1,000,000. I• OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1,000,000. FIRE DAMAGE(Any one fire) $ 50,000. MED.EXPENSE(Any one person) $ 51000. - AUTOMOBILE LIABILITY COMBINED SINGLE $ ANY AUTO LIMIT ALL OWNED AUTOS BODILY INJURY $ - SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ - UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM - WORKER'S COMPENSATION STATUTORY LIMITS - AND EACH ACCIDENT $ _ — EMPLOYERS'LIABILITY DISEASE—POLICY LIMIT $ DISEASE—EACH EMPLOYEE $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS As pertains to Plaza Las Flores: Operations of the insured for the certificate holder. 110 & 120 S. Palm Canyon Dr. 125 & 135 E. Tahquitz Canyon Palm Springs, CA- 92262 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ^ City of Palm Springs EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO P.O. BOX 1786 MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Palm Springs, CA 92263-1786 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Attn: Elaine LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE C' cc ACORD 25-S (7/90) • ORRRJ�CORPORATION 1990 � � � � �' .: t