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HomeMy WebLinkAboutA6899 - MLR TSAI INVESTMENTS LLC - CP 01-11 INDIAN WIDENING AND BRIDGE REPLACEMENTRECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: James Thompson City Clerk CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording charges under Government Code § 6103 APN: 669-060-023 Amendment to Grant of Easement for Right of Way WHEREAS, City of Palm Springs, a California charter city and municipal corporation, hereinafter "City" and/or "Grantee" and MLR Tsai Investments LLC, a California Limited Liability Company, hereinafter referred to as "Grantor," have heretofore entered into that certain Temporary Construction Easement ("TCE") dated August 10, 2016 a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, which contract sets forth the terms and conditions under which the City acquired certain rights for street improvement purposes described in said contract; WHEREAS, said contract calls for the construction work to be completed by October 15, 2021; WHEREAS, due to unforeseen circumstances said construction work could not be completed by said date; WHEREAS, the new construction completion date on the subject property is October 15,2026; WHEREAS, By reasons of the foregoing it is now the desire of the parties hereto to amend said contract to allow for the construction work to be completed by October 15, 2026. NOW, THEREFORE, It is agreed by and between the parties hereto as follows: the City shall pay the grantor the additional sum of $10,500.00 for the additional construction time on the subject property. The TCE shall be extended to October 15, 2026. Said compensation is based on the following: October 15, 2021— October 15 2026 Value of TCE for 60 months = $10,348.00 (ROUNDED 10,500.00) All other terms and conditions of the TCE contract remain unchanged. EF211-1/lp GRANTEE: CITY OF PALM SPRINGS, a California charter city and municipal corporation By: Justin (Wfton, City Mahager Date: 16 Z-1?Pz4 ATTEST: By: A rkKony $ jia, ity Clerk Date: _ fU ZT 60A _ APPROVED AS TO FORM: BEST BEST & KRIEGER LLP By: /47 Jeffrgy B tinge , ity Attorney Date: © Z 2 GRANTOR: MLR Tsai Investments LLC, a California Limited Liability Company By: Ming Chand7sai, Manager Date: — APPROVED BY CRY COUNCL, 011 w ?,U2U I• KI. ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califc�rni,� County of On before me, `-' �" � � 7AY2eZ (insert name and title of the officer) personally appeared J ".�./v �/'�v r oo�� Who proved to me on the basis of satisfactory evidence to be the pe n _ whose nam s s scribed to the within instrument and acknowled to me tha e/ executed the ame in is/ authorized capacity(iesj and that by s/ �rsigna uren the instrument the rson{sj or the entity upon behalf of which the person (ted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Y'Lbhr';i ";7t D. TA.'fLN WITNESS my hand and official seal.y notary Pubic caliiorn a '. Los Angeles z r ``� � r f Con�missinn # 22253A � Ex-;res Jan 7 2v22 <"�"i'l"" _ ..` �u�x.:,.w-z±;x=a'r.,,;•rsii.: ;! •:.; .urx'.�,-c+.y` x Signature (Seal) DOC # 2017-0205416 Lawyers Title RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: James Thompson City Clerk CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording charges under Government Code § 6103 Exhibit "A" 05/23/2017 12:17 PM Fees: $39.00 Page 1 of 9 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder "This document was electronically submitted to the County of Riverside for recording" Receipted by: MAR IA VICTORIA #411 above use) FILE No: 616670027 PROJECT: Indian Canyon Drive Widening and Bridge D jam10,00 Replacement Cad UPRR eonvPgaf\Ce 15 Federal Project No. BRLO-5282 017 �pve�nm � abwQ of,�oCity Project No. 01-11 � ;5?OY1 — R,T It 9 �a" APNs: 669-060-023 EASEMENT DEED This deed is being recorded to create a Temporary Construction Easement. 0 DOC #2017-0205416 Page 2 of 9 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: James Thompson City Clerk CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Exempt from recording charges under Government Code § 6103 (bpace above this line reserved for Recorder's use) PROJECT: Indian Canyon Drive Widening and Bridge Replacement (ED UPRR Federal Project No. BRLO-5282 (017) City Project No. 01-11 APNs: 669-060-023 TEMPORARY CONSTRUCTION EASEMENT For a valuable consideration receipt of which is hereby acknowledged, MLR Tsai Investments LLC, a California Limited Liability Company ("Grantor") hereby grants unto City of Palm Springs, a California charter city and municipal corporation, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, ("City' and/or "Grantee"), its successors and assigns, the exclusive right, on a temporary basis, to enter and utilize certain real property in the City of Palm Springs, County of Riverside, State of California described in Exhibit "A" and depicted in Exhibit "B", attached hereto and made part hereof (the "Property"). This TEMPORARY CONSTRUCTION EASEMENT is for the purpose of constructing the Indian Canyon Drive Widening and Bridge Replacement @ UPRR, Federal Project No. BRLO-5282 (017), City Project No. 01-11, a public project (the "Project"), and gives City, its successors and assigns, including City's contractor(s), the power to perform all activities necessary for the construction and completion of the Project, inclusive of ingress and egress, and necessary appurtenances thereto, in, over, across, along, through and under the Property. It is understood that said TEMPORARY CONSTRUCTION EASEMENT shall expire on October 15, 2021. At the expiration of the Temporary Construction Easement, City shall restore the easement area to a condition substantially the same condition as existed before construction to the extent feasible, unless otherwise agreed to by the Grantor. GRANTOR: Executed this /0 day of 20lu MLR Tsai Investments LLC, a California Limited Liability Company By: Ming Chang Tsai, Manager 1078843.1 P DOC #2017-0205416 Page 3 of 9 ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. State of ln l a" County of 110 _: �. , 1�_ i::I ' / It'd. _ L•I:(l. ,l Date I Nkne, Title of Officer personally appeared S NAME(S) OF SIGNER(S) who proved to me on the basis of satisfactory evidence to be the person,(s`jwhose name) dare subscribed to the within instrument and acknowledged to me that&�he/they executed the same in aher/their authorized capacity, and that by Sher/their signatures(,a'f on the instrument the person(4, or the entity upon behalf of which the personP6 acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State identified herein, that the foregoing paragraph is true and correct. Witness my hand and official seal. • VANESSAM. COTHRAN3 COMM. # 2149408 NOTARY PUBLIC -CALIFORNIA SACRAMENTO COUNTY A COMM. EXPIRES APRIL 17, 2020 -� 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_ 1� MUST BE ATTACHED —V TO THE DOCUMENT Number of Pages DATE of DOCUMENT DESCRIBED AT RIGHT: Signers) Other Than Named Above A'14L 10'78843.1 DOC #2017-0205416 Page 4 of 9 PENALTY OF PERJURY FOR NOTARY SEAL (GOVERNMENT CODE 27361.7) I certify under penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: NAME OF NOTARY: Vanessa M. Cothran DATE COMMISSION EXPIRES: April 17, 2020 COUNTY WHERE BOND IS FILED (if applicable): Sacramento STATE WHERE BOND IS FILED: CA COMMISSION NUMBER (if applicable): 2149408 MANUFACTURERIVENDER NO: MGC I PLACE OF EXECUTION: Riverside, California (CITY & STATE) DATE: November 1, 2016 SIGNATURE: T\ PRINT NAME: P. Jones DOC #2017-0205416 Page 5 of 9 Exhibit "A" LEGAL DESCRIPTION OF THE EASEMENT AREA 1078843A m DOC #2017-0205416 Page 6 of 9 EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT APN 669-060-023 THAT PORTION OF LOT "A" OF LOT LINE ADJUSTMENT NO. 98-01, RECORDED JUNE 22, 1998 AS DOCUMENT NO. 254046 OF OFFICIAL RECORDS, SAID LAND BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY APPROVED FEBRUARY 29, 1856, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTER LINE OF SOUTHERN PACIFIC RAILROAD WITH THE CENTER LINE OF INDIAN CANYON DRIVE (FORMERLY INDIAN AVENUE) AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 18 OF RECORDS OF SURVEY AT PAGE 2 ON AUGUST 20, 1951; THENCE ALONG THE CENTER LINE OF SAID INDIAN CANYON DRIVE NORTH 00°19'08" EAST 1136.57 FEET TO AN ANGLE POINT THEREIN, SAID POINT BEING THE ONE - SIXTEENTH SECTION CORNER OF SAID SECTION; THENCE CONTINUING ALONG SAID CENTER LINE NORTH 00019'24" EAST 913.36 FEET TO THE INTERSECTION WITH THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT "A"; THENCE LEAVING SAID CENTER LINE ALONG SAID EASTERLY PROLONGATION NORTH 76008'20" WEST 56.57 FEET TO THE SOUTHEAST CORNER OF SAID LOT "A", SAID POINT BEING A POINT ON A LINE PARALLEL WITH AND DISTANT 55.00 FEET WESTERLY OF THE EASTERLY LINE OF SAID NORTHEAST QUARTER OF SECTION 22, SAID EASTERLY LINE ALSO BEING THE CENTER LINE OF SAID INDIAN CANYON DRIVE; THENCE ALONG SAID PARALLEL LINE AND THE EASTERLY LINE OF SAID LOT "A" NORTH 00019'24" EAST 117.59 FEET TO THE SOUTHEAST CORNER OF A PUBLIC ROAD, DRAINAGE, AND UTILITY EASEMENT REC. FEBRUARY 10, 2010 AS DOCUMENT NO. 2010-0062303 OF OFFICIAL RECORDS; THENCE LEAVING SAID PARALLEL LINE ALONG THE SOUTHERLY LINE OF SAID EASEMENT NORTH 37054'33" WEST 1.62 FEET TO THE TRUE POINT OF BEGINNING; 1. THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00°19'24" WEST 82.10 FEET; 2. THENCE NORTH 89040'50" WEST 5.00 FEET; 3. THENCE SOUTH 00019'24" WEST 5.00 FEET; 4. THENCE SOUTH 89040'50" EAST 5.00 FEET; 5. THENCE SOUTH 00019'24" WEST 31.52 FEET TO SAID SOUTHERLY LINE OF LOT "A"; 6. THENCE ALONG SAID SOUTHERLY LINE NORTH 76008'20" WEST 10.29 FEET; 7. THENCE LEAVING SAID SOUTHERLY LINE NORTH 00019'24" EAST 128.91 FEET TO THE SOUTHERLY LINE OF SAID EASEMENT; 8. THENCE ALONG SAID SOUTHERLY LINE SOUTH 37054'33" EAST 16.16 FEET TO THE TRUE POINT OF BEGINNING. AREA = 1,213 SQUARE FEET, MORE OR LESS SEE EXHIBIT "B" ATTACHED AND BY THIS REFERENCE MADE A PART HEREOF. Page 1 of 2 DOC #2017-0205416 Page 7 of 9 EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT APN 669-060-023 THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE BASED ON THE CALIFORNIA COORDINATE SYSTEM OF 1983, ZONE 6. MULTIPLY DISTANCES SHOWN BY 1.00002570 TO OBTAIN GROUND DISTANCES. SIGNATURE 14 11-30-2015 MICHAEL A. HAVENER DATE PLS 7354 Page 2 of 2 DOC #2017-0205416 Page 8 of 9 Exhibit "B" DEPICTION OF THE EASEMENT AREA 1078843.1 GgRNET EXHIBIT "B" VENUE PUBLIC ROAD, DRAINAGE. - s Jr TrJ r N E� J/% U r pia 22 J � ' EEL, Rig 4 —rr--, o� Sam, NV APN 669-060-023 L J J rNA" 'V Wry V . `l Z �I) N 76.0,E 1 �29 2 w co 1 DOC #2017-0205416 Page 9 of 9 AND UTILITY EASEMENT REC. RIGHT-OF-WAY FOR DITCHES OR CANALS 2/10/2010 AS DOC. NO. I CONSTRUCTED BY THE AUTHORITY OF THE 2010-0062303 O.R. UNITED STATES AND RESERVING UNTO T.P.O.B. THE UNITED STATES, ITS PERMITTEES OR TCE Z LICENSEES, THE RIGHT TO OCCUPY AND USE ANY PART OF SECTION 22 LYING �4-WITHIN FIFTY FEET OF THE CENTER LINE `e>. I OF THE TRANSMISSION LINE RIGHT-OF-WAY ` THE COACHELLA VALLEY ICE AND IOF ELECTRIC COMPANY REC. 11/23/1921 IN BK. 8, PG. 204 OF PATENTS. o 0� m� LINE TABLE a, Z LINE BEARING LENGTH . 3 I= � � '� J L1 N 89'40'50" W 5.00' L2 S 00'19'24" W 5.00' � z L3 I S 89'40'50' E 5.00' oj I L4 IS 0019'24" W 31.52' /Q, U fO W z Z N N M N N � W W O _Q VI N � Z z 55' SE COR. LOT 'A" I AND N 76*08.20" Bs S7, w `I W S 76-0820° E LEGEND v:�/� TAERMEA = 1 213CONSTRUCTION SO.. FT., MOREASEMENOR LESS (TCE) P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING BY. DATE: BY: KA DATE:4-30-15 D BY: MH DATE: 11 -30-15 ED BY: DATE: r z 0 15 30 60 W `qp MULTIPLY DISTANCE BY 1.00002570 Ln cv IM c TO OBTAIN GROUND DISTANCES M'> T o P.O.C. \z l INT. OF THE CENTER LINE OF INDIAN CANYON DR. (INDIAN AVE.) AND SOUTHERN PACIFIC RAILROAD AS SHOWN ON ROS 18/2 SHEET 1 OF 1 SHEETS CITY OF PALM SPRINGS "A`t 1°=30' INDIAN CANYON DRIVE WIDENING DOC. N0. APN 669-060-023 DWG. No. MLR TSAI INVESTMENTS LLC A Lawyers Title' Escrow Division 400 S. Farrell Drive, Suite B202 Palm Springs, CA 92262 • Phone: (760) 327-6523 Fax: (866) 350-3317 Escrow Officer: Kimberly Rogers Escrow Officer's e-mail: krogers@ltic.com November 17, 2016 JZ I �< f CITY OF PALM SPRINGS t` APR 0 6 2017 Attn: Tabitha Richards i 3200 E. Tahquitz Canyon Way Y J Palm Sprinsg, CA 92262 z , Escrow No.: PSL10483 - LT140 - KR Property: Vacant Land APN #669-060-023 , Palm Sprimgs CA, 922 To assist us in the processing of your escrow transaction, please examine the following items as indicated. Please carefully read any documents before signing. PLEASE SIGN AND RETURN (a copy is enclosed for your files): Escrow Instructions PLEASE COMPLETE, SIGN AND RETURN: • Preliminary Change of Ownership Form • Preliminary Title Report Approval • Disbursement Instructions Estimated Closing Statement ADDITIONAL ITEMS ENCLOSED FOR YOUR FILES: • Wire Instructions for closing funds Original Non-Foreign Certification for your file PLEA E FURNISH THIS OFFICE WITH: • ty Approval to Close S oul you need further information, please feel free to contact the undersigned directly. Sincer ly, Kimb I ogers Escro 0 Pho : (760) 327-69' (866) 350-3317 ail: krogers@ltic.com Enclosures • iffl: LawyersTitle Escrow Division 777 E. Tahquitz Canyon Way Suite 200-31 Palm Springs, CA 92262 • Phone: (760) 327-6523 Fax: (866) 350-3317 Escrow Officer: Kimberly Rogers Escrow Officer's e-mail: krogers@ltic.com THIS DOCUMENT WILL AFFECT YOUR LEGAL RIGHTS - READ IT CAREFULLY! ACCEPTANCE ESCROW INSTRUCTIONS Date: September 06, 2016 Escrow No.: PSLID483LT140-KR THE ESCROW HOLDER IS Lawyers Title Company, WHICH IS LICENSED BY THE CALIFORNIA DEPARTMENT OF INSURANCE Lawyers Title Company is in receipt of that certain Right-Of-Way Agreement for Acquisition of Real Property Interest and Joint Escrow Instructions, (hereinafter referred to as Agreement), dated August 29, 2016 and Temporary Construction Easement Agreement, (hereinafter referred to as Temporary Agreement), dated August 29, 2016 by and Between MLR Tsai Investments LLC, a California Limited Liability Company (hereinafter referred as seller(s)), and CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as buyer(s)), and hereby agrees to: A. Accept the hereinabove referenced Agreement and Temporary Agreement under our escrow no PSL10483 be escrow holder under said instructions; and B. Be bound by said instructions in the performance of its duties as escrow holder; provided, however, the undersigned shall have no obligations, liability or responsibility under any • amendment to said instructions unless and until the same be accepted by the undersigned in writing; and C. THIS ACCEPTANCE OF ANY AGENCY AS ESCROW HOLDER IS FURTHER CONDITIONED ON THE FOLLOWING: 1. Escrow holder's General Provisions and Addendum(s) to Escrow Instructions - Handling of Funds, are incorporated herein by this reference; 2. Escrow holder reserves the right to require mutual instructions in the event this escrow is terminated, and upon any such termination title and/or escrow charges for services rendered may be due; 3. Escrow holder reserves the right to require mutual disbursement instructions in the event such disbursement is to be made pursuant to termination of escrow or liquidated damage provision contained in said Agreement; 4. Escrow holder reserves the right to require the parties to deliver written approval, satisfaction or waiver of all conditions precedent to (A) any release of funds and/or (B) close of this escrow; 5. Any provision for release (payment) of funds prior to the close of escrow is made with knowledge of the condition(s) of escrow and title to the property that is the subject of this escrow. The escrow holder shall have no responsibility or liability except compliance with any such release (payment) instructions and any payment so made is • without recourse upon Lawyers Title Company. t v�V#P1— PLEASE INITIAL © BUYER(S):' ____J SELLER(5) 2L-�_ / Page 1 A. LawyersTitle� 77 row Division 7 E. Tahquitz Canyon Way Suite 200-31 Palm Springs, CA 92262 • Phone: (760) 327-6523 Fax: (866) 350-3317 Escrow Officer: Kimberly Rogers Escrow Officer's e-mail: krogers@ltic.com 6. All parties understand that Lawyers Title Company may not be able to provide underwriting approval with regard to issuance of policy(ies) of title insurance requested within a reasonable period of time to review all requirements and documentation supporting same, MINIMUM OF THREE (3) BUSINESS DAYS. Copies of draft documentation will be accepted to commence underwriting approval process; For purposes of clarification only: A. The Withholding Exemption Certification Form 593 as contemplated by California Revenue and Taxation Code 18662 (the "Withholding Affidavit") does not apply to the property. The Sellers are exempt as the purchase price is under $100,000.00. This form will not me completed thru escrow. B. Escrow holder shall NOT be concerned with the following items of the Agreement: 2.1.1, (d) 5 and the following items of Temporary Agreement: 4, 5 C. All Parties hereto acknowledge that the buyer is a public entity and exempt from payment of any real property taxes. There will be no proration of taxes through escrow. Seller will be responsible for payment of any real property taxes due prior to close of escrow. In the event any real property taxes are due and unpaid at the close of escrow, Escrow Holder is hereby authorized and instructed to pay such taxes from proceeds due the Seller at the close of escrow. During either • installment period, the Seller must pay the full installment amount. Seller understands that the Tax Collector will not accept partial payment of ar),installment of the real property taxes due at the close of escrow. At the close of escrow, the Buyer will file any necessary documentation with the County Tax Collector/Assessor for the property tax exemption. In the event this escrow closes between July 1 and November 1 and current tax information is not available from County Tax Collector, Escrow Holder is instructed to withhold 125% of the previous fiscal year's tax bill from Seller's proceeds. At such time that the tax information is available, Escrow Holder shall make a payment to the County Tax Collector and return any difference to the Seller. In the event the amount withheld is not sufficient to pay Seller's taxes due, the seller herein agrees to immediately deposit into escrow the difference. Any adjustments and/or prorated amounts will be calculated and refunded to the Seller from the County of Riverside Tax Assessors Office and Escrow Holder shall have no liability and/or responsibility in connection therewith. We appreciate this opportunity to serve you. Please notify us immediately in the event there are changes in terms, documentation or time periods set forth. Sincerely, /s/Kimberly Rogers Kimberly Rogers Escrow Officer • ELLER(S)PLEASE INITIAL © BUYER(S) /V S , / Page 2 � 11*le Escrow Division M Lawyers __ 777 E. Tahquitz Canyon Way Suite 200-31 Palm Springs, CA 92262 • Phone: (760) 327-6523 Fax: (866) 350-3317 Escrow Officer: Kimberly Rogers Escrow Officer's e-mail: krogers@ltic.com THE DUTIES AND RESPONSIBILITIES OF THE ESCROW HOLDER HEREUNDER COMMENCE ONLY UPON RECEIPT OF COPIES OF THIS LETTER SIGNED BY ALL PARTIES. The undersigned do(es) hereby acknowledge receipt, and agreement with the conditions of acceptance of the escrow agency as set forth above. BUYERS SELLERS CITY OF PALM SPRINGS, a California ch city MLR Tsai Investments LLC, a California limited an . i�c pal corporation liability company B_y D vviiidd H. Ready By: Ming ICha Tsai, Manager CityX;�� By: 3a entea+ii mp!ia 1AAA41 ef'n .VAtei •City �I • By: Do g as C. Holland, Esq. City orney APPROVED BY C17Y MAC k & 'ia=7, r. PLEASE INITIAL 0 BUYER(S):_ / \k-14r SFLLER(S) Page 3 r Escrow No.: PSL10483 - LT140 - KR LAWYERS TITLE COMPANY GENERAL PROVISIONS • Please read this important information (aea,ca w..cn,xoae) 1. DEPOSIT OF FUNDS The law dealing with the disbursement of funds requires that all funds be available for withdrawal as a matter of right by the title entity's escrow and/or sub escrow account prior to disbursement of any funds. Only cash or wire-transferred funds can be given immediate availability upon deposit. Cashier's checks, teller's checks and Certified checks may be available one business day after deposit. All other funds such as personal, corporate or partnership checks and drafts are subject to mandatory holding periods which may cause material delays in disbursement of funds in this escrow. In order to avoid delays, all fundings should be wire transfer. Outgoing wire transfers will not be authorized until confirmation of the respective incoming wire transfer or of availability of deposited checks. Parties are aware and understand the California Insurance Code Section 12413.1 (also known as"Good Funds"). Deposit of funds into general escrow trust account unless instructed otherwise. You may instruct Escrow Holder to deposit your funds into an interest bearing account by signing and returning the "Notice of Opportunity to Open Interest Bearing Account", which has been provided to you. If you do not so instruct us, then all funds received in this escrow shall be deposited with other escrow funds in one or more general escrow trust accounts, which include both non-interest bearing demand accounts and other depository accounts of Escrow Holder, in any state or national bank or savings and loan association insured by the Federal Deposit Insurance Corporation (the"depository institutions") and may be transferred to any other such escrow trust accounts of Escrow Holder or one of its affiliates, either within or outside the State of California. A general escrow trust account is restricted and protected against claims by third parties and creditors of Escrow Holder and its affiliates. Receipt of benefits by Escrow Holder and affiliates. The parties to this escrow acknowledge that the maintenance of such general escrow trust accounts with some depository institutions may result in Escrow Holder or its affiliates being provided with an array of bank services, accommodations or other benefits by the depository Institution. Some or all of these benefits may be considered interest due you under California Insurance Code Section 12413.5. Escrow Holder or its affiliates a(So may elect to enter Into other business transactions with or obtain loans for investment or other purposes from the depository institution. All such services, accommodations, and other benefits shall accrue to Escrow Holder or its affiliates and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of such services, accommodations, interest or other benefits. Said funds will not earn interest unless the Instructions otherwise specifically state that funds shall be deposited in an interest-bearing account. All disbursements shall be made by check of Lawyers Title Company. The principals to this escrow are hereby notified that the funds deposited herein are insured only to the limit provided by the Federal Deposit Insurance Corporation. Any Instruction for bank wire will provide reasonable time or notice for Escrow Holder's compliance with such • instruction. Escrow Holder's sole duty and responsibility shall be to place said wire transfer instructions with its wiring bank upon confirmation of(1) satisfaction of conditions precedent or (2) document recordation at close of escrow. Escrow Holder will NOT be held responsible for lost interest due to wire delays caused by any bank or the Federal Reserve System, and recommends that all parties make themselves aware of banking regulations with regard to placement of wires. In the event there is insufficient time to place a wire upon any such confirmation or the wires have closed for the day, the parties agree to provide written instructions for an alternative method of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION, FUNDS WILL BE HELD IN l"RUST IN A NON-INTEREST BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE PLACEMENT. 2. PRORATIONS AND ADJUSTMENTS All prorations and/or adjustments called for in this escrow are to be made on the basis of a thirty (30) day month unless otherwise instructed in writing. You are to use Information contained on last available tax statement, rental statement as provided by the Seller, beneficiary's statement and fire insurance policy delivered Into escrow for the prorations provided for herein. 3. GENERAL/SPECIAL PROPERTY TAXES,SUPPLEMENTAL TAX BILLS, BONDS AND ASSESSMENTS General/Special Property Taxes: Escrow holder shall prorate general and special taxes for the current fiscal year, based on the most recent and available tax bill from the County Assessor's for this subject property. Supplemental Taxes:Buyer is advised the County Tax Assessor will revalue property which changes ownership or contains new construction, and this revaluation may result In a supplemental assessment. The supplemental taxes will be assessed from the date of the change in ownership or completion of construction. In addition, a lien of supplemental taxes for the current fiscal year, if any, assessed pursuant to Chapter 3.5 (commencing with Section 75) of the California Revenue and Taxation Code will be prorated at the close of escrow. Bonds and Assessments:All existing unpaid bonds and assessments levied or assessed prior to the date of the close of escrow shall be prorated, based upon the latest available public information. Any assessments made by the Tax Assessor prior to closing but not part of the public records and not disclosed by the Seller in writing to escrow holder, including but not limited to: weed abatement and code violations, shall not be the responsibility of escrow holder and will not be Included in any prorations at closing. The parties agree to make any adjustments outside of escrow. Refunds: Any tax refunds issued to Seller outside of this escrow by the Tax Collectors office which are not of public record and are not disclosed in writing to escrow holder prior to the close of escrow, shall not be the responsibility of escrow holder In the proration calculations used for the closing of this transaction. The parties are to make any adjustments OUTSIDE OF THIS ESCROW and agree the escrow holder shall have no responsibility regarding same. It Is the sole responsibility of the • Seller to disclose to the Buyer if such a refund is received. Any tax bills, supplemental tax bills, bonds and assessments issued, levied or adjusted after the close of this transaction shall be handled directly between Buyer and Seller, outside of escrow. 4. UTILITIES/POSSESSION PLEASE INITIAL Fx> BUYER(S):` SELLER(S) ­2 z,� 1 Page 4 Escrow No.: PSLI0483 - LT140- KR Transfer of utilities and possession of the premises are to be settled by the parties directly and outside escrow. • 5. PREPARATION AND RECORDATION OF INSTRUMENTS Escrow Holder is authorized to prepare, obtain, record and deliver the necessary Instruments to carry out the terms and conditions of this escrow and to order the policy of title insurance to be issued at close of escrow as called for in these instructions. Close of escrow shall mean the date instruments are recorded. 6. SPECIAL RECORDING; LATE CONFIRMATION OF RECORDING Seller's proceeds may not be available, and encumbrances may not be paid off, until the first business day following the day of recording if 1) documents recorded at close of escrow are recorded later In the day than 8:00 a.m. (which Is called a "special recording") or if 2) the County Recorder does not provide confirmation of recording within sufficient time to allow same-day disbursement of funds by wire or check. 7. AUTHORIZATION TO FURNISH COPIES You are authorized to furnish copies of these Instructions, supplements, amendments, notices of cancellation and closing statements, to the Real Estate/Mortgage Broker(s) and Lender(s) named in this escrow. Any requests for duplicate copies of the file or any documentation within the File, after the close of escrow, is subject to an additional work charge of$25.00. 8. FEES PAID IN ADVANCE: Escrow holder is Instructed to use Buyer's funds deposited into escrow to pay any advanced fees required prior to close of escrow for such items as, but not limited to, charges by a Homeowners Association or their designated management company for ordering documents, lender's charges for a payoff statement, or city's charge for city reports or inspections related thereto. You are authorized, at the close of escrow, to charge the appropriate party for any fees advanced. In the event escrow should cancel, Buyer and Seller agree to handle the exchange of any documents, inspections, reports and/or funds advanced, outside of this escrow. Escrow holder shall not be held liable or responsible for the reimbursement of funds advanced or the return of any documentation provided to Buyer. 9. FEES,CHARGES AND MESSENGER FEES Escrow, Title and Overnight Fees are to be charged to the principals'accounts in accordance with the posted rates filed with the Department of Insurance. The charges which the Company will make for sending documents and/or checks via overnight services shall be the amount actually billed providing a bill is secured by escrow holder. Special messenger fees will be charged at the actual cost of the messenger service. Recording charges are to be charged to the principals' accounts in accordance with customary practices in this County, unless Escrow Holder is instructed to do otherwise In writing. 10. RIGHT OF CANCELLATION • Any principal instructing you to cancel this escrow shall file notice of cancellation in your office in writing. You shall, within two (2) working days thereafter, deliver one copy of such notice to each of the other principals at the addresses stated in this escrow. UNLESS WRITTEN OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A PRINCIPAL WITHIN TEN (10) DAYS AFTER DATE OF SUCH MAILING, YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION CHARGES. If written objection is filed, you are authorized to hold all money and Instruments in this escrow and take no further action until otherwise directed, either by the principals' mutual written instructions, or by final order of a court of competent jurisdiction. 11. RIGHT OF RESIGNATION Escrow Holder has the right to resign upon written notice delivered to the principals herein. If such right is exercised, all funds and documents shall be returned to the party who deposited them and Escrow Holder shall have no liability hereunder. 12. HAZARD INSURANCE POLICIES Buyer shall obtain Fire/Hazard Insurance coverage, if applirable, on the subject property prior to the close of escrow, as per requirements of the new lender. If Buyer has not paid policy premium prior to close of escrow, Escrow Holder is authorized and instructed to debit Buyer's account with the cost of the annual premium and pay such premium to the insurance agent and/or company, at the close of escrow, from funds deposited by Buyer. Escrow Holder is instructed to request that the insurance company deliver the original policy and copies, as required, to all necessary parties. In the event the property is covered by a blanket Insurance policy, Buyer shall provide Escrow Holder with a Certificate of Insurance. FAILURE TO PROVIDE FIRE/HAZARD INSURANCE WILL DELAY THE CLOSE OF ESCROW. Escrow Holder has no obligation to obtain fire or other insurance in the absence of a written instruction to do so. Further, there shall be no responsibility upon the part of Escrow Holder to renew hazard insurance policy(s) upon expiration or otherwise keep it in force either during or subsequent to the close of escrow. Cancellation of any existing hazard Insurance policies is to be handled directly by the principals, and outside of escrow. 13. ACTION IN INTERPLEADER The principals hereto expressly agree that you, as Escrow Holder, have the absolute right at your election to file an action in interpleader requiring the principals to answer and litigate their several claims and rights among themselves and you are authorized to deposit with the clerk of the court all documents and funds held In this escrow. In the event such action is filed, the principals jointly and severally agree to pay your cancellation charges and costs, expenses and reasonable attorney's fees which you are required to expend or incur In such interpleader action, the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of such action, you shall thereupon be fully released and • discharged from all obligations imposed by the terms of this escrow or otherwise. 14. TERMINATION OF AGENCY OBLIGATION If there is no action taken on this escrow within six (6) months after the "time limit date" as set forth in the escrow instructions or written extension thereof, your agency obligation shall terminate at your option and all documents, monies or other items held by you shall be returned to the parties depositing same. In the event of cancellation of this escrow, PLEASE INITIAL lx> BUYER(5f /eSELLER(S)_ � __/ Page 5 Escrow No.: PSL10483 - LT140 - KR whether it be at the request of any of the principals or otherwise, the fees and charges due Lawyers Title Company, including expenditures incurred and/or authorized shall be borne equally by the parties hereto (unless otherwise agreed to • specifically). 15. CONFLICTING INSTRUCTIONS/DISPUTES Upon receipt of any conflicting instructions, you are to take no action in connection with this escrow until non-convicting instructions are received from all of the principals to this escrow (subject to sections 10, 11, and 13 above). No notice, demand or change of instruction shall be of any effect in this escrow unless given in writing by all parties affected thereby. In the event a demand for funds and/or documents deposited with Escrow Holder in connection with this escrow is made and which is not concurred In by all parties hereto, Escrow Holder, notwithstanding which party made such demand, may elect to do any of the following: (i) Take no further action in connection with this escrow and continue to hold such funds and/or documents until receipt of mutual concurring Instructions from all parties to this escrow as to the disposition of such funds and/or documents; (ii)Commence an action in interpleader and obtain an order from the court allowing Escrow Holder to deposit such funds and/or documents with the court, in which case Escrow Holder shall have no further liability or obligations with respect to this escrow; or (ili)In the event that any party commences an action against any other party with respect to this escrow, deposit such funds and/or documents with the court, in which case Escrow Holder shall have no further liability or obligations with respect to this escrow. In the event Escrow Holder interpleads any funds and/or documents with any court pursuant to either subparagraphs (ii) or (III) above, Escrow Holder shall be entitled to reimbursement of its reasonable attorneys'fees and expenses of litigation in connection with such action and any cancellation or work charges incurred during the transaction. 16. DELIVERY/RECEIPT Delivery to principals as used in these instructions, unless otherwise stated, shall be by personal delivery to the principal, regular mail, email or fax to any of the contact information, provided by the principals or their representatives, to escrow holder. If delivered by regular mail receipt is determined to be 72 hours after such mailing. All documents, balances and statements due to the undersigned may be delivered to the contact information provided. All notices, change of instructions, communications and documents, addressed to Escrow Holder, are to be delivered in writing to the office of Lawyers Title Company at the address as set forth in these instructions. 17. STATE/FEDERAL CODE NOTIFICATIONS 1099 Reaortina: According to Federal Law, the Seller, when applicable, will be required to furnish escrow holder with • sufficient information in order to file a 1099 statement to the Internal Revenue Service, POOR FORM: Prior to the close of escrow, Buyer may hand Escrow Holder a fully completed and executed "Preliminary Change of ownership Report" (POOR) pursuant to the requirements of California Revenue and Taxation Code Section 480.3. Buyer may elect not to complete and execute said form prior to the close of escrow. Should Buyer choose not to execute the POOR or should the County Recorder's office reject the PCOR for any reason, Buyer is aware that a $20.00 charge will be assessed by the County Recorder's office and Escrow Holder will charge the account of Buyer accordingly. In the event the POOR has not been filed at the time the documents record OR the County Tax Assessors office determines that the form has not been properly completed, Buyer will be responsible for obtaining and completing a new PCOR and any additional documents that may be required by the Assessor's office. Failure to file a proper PCOR will result in additional penalties in accordance with Section 480 of the California Revenue and Taxation Code. Escrow Holder's sole duty shall be the delivery of the PCOR to the County Recorder at the time of recordation of transfer documents, if it is provided to Escrow Holder. Escrow Holder assumes no liability or responsibility regarding the proper completion of the PCOR. • PLEASE INITIAL 0 BUYER(S):_ SELLER(S) �'"� / Page 6 Escrow No.: PSL10483 - LT140 - KR NON-RESIDENT ALIEN (FIRPTA): The Foreign Investment in Real Property Tax Act (FIRPTA), Title 26 U.S.C., Section 1445, and the regulations there under, provide in part, that a transferee (buyer) of a U.S. real property interest from a • foreign person must withhold a statutory percentage of the amount realized on the disposition, report the transaction and remit the withholding to the Internal Revenue Service (IRS) within twenty (20) days after the transfer. Lawyers Title Company will not determine nor aid in the determination of whether the FIRPTA withholding provisions are applicable to the subject transaction, nor act as a Qualified Substitute under state or federal law, nor furnish tax advice to any party to the transaction. Lawyers Title Company will not determine nor aid in the determination of whether the transaction will qualify for an exception or an exemption and is not responsible for the filing of any tax forms with the IRS as they relate to FIRPTA, nor responsible for collecting and holding of any documentation from the buyer or seller on the buyer's behalf for the purpose of supporting a claim of an exception or exemption. Lawyers Title Company is not an agent for the buyer for the purposes of receiving and analyzing any evidence or documentation that the seller in the subject transaction is a U.S. citizen or resident alien. Lawyers Title Company is not responsible for the payment of this tax and/or penalty and/or interest incurred in connection therewith and such taxes are not a matter covered by the Owner's Policy of Title Insurance to be issued to the buyer. Lawyers Title Company is not responsible for the completion of any IRS documents or related forms related to the referenced statute. The buyer is advised: they must independently make a determination of whether the contemplated transaction is subject to the withholding requirement; bear full responsibility for compliance with the withholding requirement if applicable and/or for payment of any tax, interest, penalties and/or other expenses that may be due on the subject transaction; and they are responsible for the completion of any and all forms, including but not limited to applicable IRS documentation, and the mailing of those forms. The Buyer is advised any forms, documents, or information received from Lawyers Title Company is not tax or legal advice and should not be construed as such nor treated as a complete representation of FIRPTA requirements. Buyer should seek outside counsel from a qualified individual to determine any and all implications of the referenced statute. CALIFORNIA WITHHOLDING: In accordance with Section 18662 of the Revenue and Taxation Code, a buyer may be required to withhold an amount equal to 3 1/3 percent of the sales price or the amount that is specified in a written certificate executed by the transferor in the case of a disposition of California real property interest by either: 1. A seller who is an Individual, trust, or estate or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the seller, OR 2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the California real property. The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500). However, notwithstanding any other provision included In the California statutes referenced above, no buyer will be required • to withhold any amount or be subject to penalty for failure to withhold if: 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000), OR 2. The seller executes a written certificate, under the penalty of perjury, certifying that the seller is a corporation with a permanent place of business in California, OR 3. The seller, who is an individual, trust, estate or a corporation without a permanent place of business in California executes a written certificate, under the penalty of perjury, of any of the following: A. The California real property being conveyed is the seller's or decedent's principal residence (within the meaning of Section 121 of the Internal Revenue Code). B. The last use of the property being conveyed was use by the transferor as the transferor's principal residence within the meaning of Section 121 of the Internal Revenue Code. C. The California real property being conveyed is or will be exchanged for property of like kind (within the meaning of Section 1031 of the Internal Revenue Code), but only to the extent of the amount of gain not required to be recognized for California Income tax purposes under Section 1031 of the Internal Revenue Code. D. The California real property has been compulsorily or involuntarily converted (within the meaning of Section 1033 of the Internal Revenue Code) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under Section 1033 of the Internal Revenue Code. E. The California real property transaction will result in a loss or a net gain not required to be recognized for California income tax purposes. The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. The California statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis for corporations or other entities. Buyer understands that in no event will Escrow Holder undertake to advise Buyer and/or Buyer's representative on the possible application of the above code sections to this specific transaction. Unless expressly instructed by Seller and Buyer herein, Buyer understands that Escrow Holder will NOT assist in obtaining a waiver from withholding from the Franchise Tax Board. • Should Buyer and Seller herein direct Escrow Holder to undertake any activities pursuant to the withholding provisions under California law, Buyer and Seller agree to cooperate fully in providing necessary information to Escrow Holder. Buyer and Seller agree to indemnify and hold Escrow Holder harmless in the event of noncompliance resulting from information supplied by either Buyer and/or Seller. For additional Information concerning the withholding provisions under the code sections referenced above, please contact the Franchise Tax Board-Withhold-at-Source Unit at (888) 792-4900, P.O. Box 651, Sacramento, CA 95812-0651. Web address: www.ftb.ca.00v PLEASE INITIAL D BUYER(S� / SELLER(S) / Page 7 Escrow No.: PSL10483 - LT140 - KR 18. ENCUMBRANCES Escrow Holder is to act upon any statements furnished by a lienholder or his agent without liability or responsibility for the • accuracy of such statements. Any adjustments necessary because of a discrepancy between the information furnished Escrow Holder and any amount later determined to be correct shall be settled between the parties direct and outside of escrow. You are authorized, without the need for further approval, to debit my account for any fees and charges that I have agreed to pay In connection with this escrow, and for any amounts that I am obligated to pay to the holder of any lien or encumbrance to establish the title as insured by the policy of title insurance called for in these instructions. If for any reason my account is not debited for such amounts at the time of closing, I agree to pay them Immediately upon demand, or to reimburse any other person or entity who has paid them. 19. ENVIRONMENTAL ISSUES Escrow Holder has made no investigation concerning said property as to environmental/toxic waste issues. Any due diligence required or needed to determine environmental impact as to forms of toxification, if applicable, will be done directly and by principals outside of escrow. Escrow Holder is released of any responsibility and/or liability in connection therewith. 20. USURY Escrow Holder is not to be concerned with any questions of usury in any loan or encumbrance involved in the processing of this escrow and is hereby released of any responsibility or liability therefore. 21. DISCLOSURE Escrow Holder's knowledge of matters affecting the property, provided such facts do not prevent compliance with these instructions, does not create any liability or duty in addition to these instructions. 22. FACSIMILE/ELECTRONIC SIGNATURE Escrow Holder is authorized and instructed that, in the eventi any party utilizes electronic or "facsimile" transmitted signed documents or instructions to Escrow Holder, you are to rely on the same for all escrow Instruction purposes and the closing of escrow as if they bore original signatures. Electronic signatures are not acceptable on recordable documents. "Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. 23. CLARIFICATION OF DUTIES Legal Advice: Lawyers Title Company serves ONLY as an Escrow Holder in connection with these instructions and cannot give legal advice to any party hereto. • Sufficlencv/Correctness: Escrow Holder is not to be held accountable or liable for the sufficiency or correctness as to form, manner of execution, or validity of any Instrument deposited in this escrow, nor as to the identity, authority or rights of any person executing the same. Escrow Holder's duties hereunder shall be limited to the proper handling of such money and the proper safekeeping of such instruments, or other documents received by Escrow Holder, and for the disposition of same in accordance with the written instructions accepted by Escrow Holder. Executed Instructions: The agency and duties of Escrow Holder commence only upon receipt of copies of these Escrow Instructions executed by all parties. No Duty To Notify As To Other Transaction: Escrow Holder shall have no duty or responsibility to notify any party to this escrow of any sale, resale, loan, exchange or other transaction involving the property which is the subject of this escrow or any profit realized by any person or entity in connection therewith, notwithstanding that Escrow Holder may act as escrow holder for such transaction(s) In this or another escrow(s). Record Retention: After the closing or cancellation of this escrow, Escrow Holder shall retain the escrow file(s) pertaining to this escrow for a minimum of five (5) years, after which time Escrow Holder is authorized to destroy or otherwise dispose of such file(s) without notice or liability to the parties hereto. Disclosure Reoorts• Escrow Holder is not to be concerned with disclosures made by the parties to each other. In the event Escrow Holder receives any disclosure reports requiring signatures or approval by a party, Escrow Holder's only responsibility will be to forward the report to the appropriate party. 24. FAILURE TO CLOSE TIMELY If the conditions for closing this escrow have not occurred at the time set forth herein for closing, Escrow Holder is nevertheless to continue to act hereunder and to close this escrow as soon thereafter as such conditions (except as to time) shall have been met, unless any party shall have made a written demand on Escrow Holder for cancellation of this escrow and/or for the return of any funds and/or documents deposited by such party. 25. FUNDS HELD IN ESCROW When the company has funds remaining in escrow over 90 days after close of escrow or estimated close of escrow, the Company shall Impose a monthly holding fee of$25.00 that is to be charged against the funds held by the Company. Any funds remaining in the file or principals failure to negotiate funds issued by escrow holder may result in the funds being escheated to the State of California's Unclaimed Property. This process includes a due diligence period through our local and corporate offices. Any refunds requested during this process may take up to 6 months. Refunds requested through the State of California are not controlled by escrow holder. For more information about the State of California Unclaimed • property visit: www.sco.ca.aov. THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL PARTIES HERETO, THEIR HEIRS, LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO REQUIRES THE MASCULINE GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR NUMBER PLEASE INITIAL ID BUYER(S)� E( SELLER(S) �� / Page 8 Escrow No.: PSL10483 - LT140 - KR INCLUDES THE PLURAL, THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF • COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH. MY SIGNATURE HERETO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS AND CONDITIONS CONTAINED IN THIS AND ALL PRECEEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS. Lawyers Title Company conducts escrow business under Certificate of Authority No.2AL Issued by the California Department of Insurance. BUYERS SELLERS CITY OF PALM SPRINGS, a California charter city MLR Tsai Investments LLC, a California limited and unicipal corporation liability company By: David H. Ready By: Ming Cha gg Tsai Manager City Manag� :h�r.. .V%Cty Cllerf 'Gt-I1. + II, By: ougjW C. Holland, sq. City Att ney • APPROVED BY CITY MANAGER r�1e- &la9q�.J9 AGS PLEASE INITIAL ® BUYER(S): /_*_ SFLLER(S)� Page 9 File No: 616670027 • EXHIBIT "A" All that certain real property situated in the County of Riverside, State of California, described as follows: Parcel 1: That portion of the Northeast Quarter of the Northeast Quarter of Section 22, Township 3 South, Range 4 East, San Bernardino Base and Meridian, in the County of Riverside State of California, more particularly described as follows: Commencing at the Northeast corner of said Secton 22, said point also being on the centerline of Indian Avenue as shown by Parcel Map No. 2 192 1 cr. file in Book 162, Pages 18 through 23, inclusive, of Parcel maps, Records of Riverside County, California; thence South 00009'02"West along said centerline of Indian Avenue, a distance of 221.94 feet, more or less , to a point of intersection with theanew centerline of Garnet Avenue as shown on said Parcel Mao No. 21921; thence North 76018'28"West along said Northeast centerline of Garnet Avenue, a distance of 258.15 feet; thence perpendicular to said new centerline South 13041'32"West a distance of 17.50 feet to a point on the Southerly right of way line of Garnet Avenue, as relinquished to the County of Riverside In document recorded in Book 2129 Page 509 and 510 of Official Records of Riverside County, California, and the true point of beginning; thence continuing South 13041'32"West a distance of 165.27 feet; thence South 76018'28" East and parallel with said new centerline of Garnet Avenue, a distance of 30.00 feet; thence North 13041'32" East, a distance of 21.00 feet; • thence South 76018'28" East, a distance of 103.00 feet; thence South 13041'32" West, a distance of 21.00 feet; thence South 76018'28" East and parallel with said new centerline of Garnet Avenue, a distance of 112.60 feet to a point on the Westerly right of way line of Indian Avenue, as described in document recorded December 1, 1965 as Instrument No. 135291 of Official Records of Riverside County, California; thence North 00009'02" East along said Westerly right of way line, a distance of 124,62 feet to the most Westerly, Southeast corner of the property conveyed to the County of Riverside In instrument recorded August 3, 1995 as Instrument No. 252566 of Official Records of Riverside County, California; thence along the Southerly and Westerly lines of the property conveyed in said instrument through the following three (3) courses: North 38004'41" West, a distance of 28.47 feet; thence North 76018'28"West, a distance of 131.87 feet; thence North 00009'02" East, a distance of 27.26 feet to the Northwest corner of that certain Parcel conveyed to Standard Oil Company of California, a Delaware Corporation by deed recorded October 6, 1965 as Instrument No. 114285 of Official Records of Riverside County, California, and a point on aforementioned Southerly right of way of Garnet Avenue; thence North 76018'28"West along said Southerly right of way line, a distance of 55.80 feet to the true point of beginning. Said land is known as Parcel"A" pursuant to that certain for Lot Line Adjustment recorded June 22, 1998 as Instrument No. 254046 of Official Records. Parcel 2: A non-exclusive easement for vehicular and pedestrian ingress and egress, parking and reasonable enjoyment as set forth more particularly in that certain Grant of Easements dated May 14, 1998 and recorded June 22, 1998 as Document No. 254053, of Official Records of Riverside County, California. Parcel 3: • CLTA Preliminary Report Form - Modifled (11-17.06) Page 3 File No: 616670027 • An exclusive easement for vehicular parking reasonable enjoyment thereof as set forth more particularly in that certain Grant of Easements dated May 14, 1998 and recorded June 22, 1998 as Document No. 254053 of Official Records of Riverside County, California. Assessor's Parcel No: 669-060-019; now shown as Assessor's Parcel No: 669-060-023 • • CLTA Preliminary Report Form - Modified (11-17-06) Page 4 BOE-502-A(PI)REV.12 (05-13) Escrow No.: PSLI0483-140-KR Title No.:616670027 PRELIMINARY CHANGE OF OWNERSHIP REPORT To be completed by transferee(buyer)prior to a transfer of subject Aftlierry. in accordance with Section 480.3 of the Revenue and ation Code. A Preliminary Change of Ownership Report must e filed with each conveyance in the County Recorder's office for the county where the property is located. NAME AND MAILING ADDRESS OF BUYERITRANSFEREE (Make nec'exxary rorreatom to the printed name and mailing address) CITY OF PALM SPRINGS,a California charter city and municipal corporation ASSESSOR'S PARCEL NUMBER 669-060-023/TRA:011-108 SELLER/TRANSFEROR MLR Tsai Investments LLC,a California limited liability company BUYER'S DAYTIME TELEPHONE NUMBER BUYER'S EMAIL ADDRESS STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY Vacant Land APN 9669-60-023 Palm Sprimils,CA 922 MAIL PROPERTY TAX INFORMATION TO(NAME) CITY OF PALM SPRINGS,a Califomia charter city and municipal corporation ADDRESS ❑YES XNO TI(is property is intended as my principal residence. If YES,please indicate the date of occupancy MO DAY YEAR ar!SnZ doccupancy. PART I: TRANSFER INFORMATION Please complete all statements. This section contains possible exclusions from reassessment for certain apes of transfers. YES ❑ A. This transfer is solely between spouses(addition or removal ofa spouse,death of a spouse,divorce settlement,ere.). ❑ B. This transfer is solely between domestic partners currently registered with the California Secretary of State(addition or removal of a partner, death ofa partner,termination settlement,etc.). • C. This is a transfer: ❑between parent(s)and child(ren) ❑ from grandparent(s)to grandchild(ren). • D. This transfer is the result of a cotenant's death. Date of death ❑ • E. This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? ❑YES 0 NO ❑ [ • F. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69.5. Within the same county? ❑YES ❑NO ❑ G. This transaction is only a correction of the names)of the person(s)holding title to the property(e.g.,a name change upon marriage). If YES,please explain: ❑ H. The recorded document creates,terminates,or reconveys a lender's interest in the property. ❑ L This transaction is recorded only as a requirement for financing purposes or to create,terminate,or reconvey a security interest(e.g.,cosigner). If YES,please explain: ❑ J. The recorded document substitutes a trustee of a trust,mortgage,or other similar document. K. This is a transfer of property: ❑ 1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of ❑the transferor,and/or ❑the transferor's spouse ❑registered domestic partner. ❑ 2. to/from a trust that may be revoked by the creator/grantor/trustor who is also ajoint tenant,and which names the other joint tenant(s)as beneficiaries when the creator/grantor/trustor dies. ❑ 3. to/from an irrevocable trust for the benefit of the O creator/grantor/trustor and/or ❑grantor's/irustors spouse ❑grantor's/trustor's registered domestic partner. ❑ y>Q L. This property is subject to a lease with a remaining lease term of 35 years or more including written options. ❑ M. This is a transfer between parties in which proportional interests of the transferor(s)and transferees)in each and every parcel being transferred remain exactly the same after the transfer. ❑ N This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions. ❑ • 0. This transfer is to the first purchaser of a new building containing an active solar energy system. •Please refer to the instructions for Part I. Please provide any other information that will help the Assessor understand the nature of the transfer. THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION B0E-502-A IN)REV.12 (05-13) PART 2. OTHER TRANSFER INFORMATION Check and complete as applicable. A. Date of transfer,if other than recording date: • Type of transfer: XPurchase ❑Foreclosure ❑Gitt ❑Trade or exchange ❑Merger,stock,or partnership acquisition(Form BOE-IGO-B) ❑ Contract of sale. Date of contract: ❑Inheritance. Date of death: ❑ Sale/lemeback ❑Creation of a lease ❑Assignment of a lease ❑Termination of lease.Date lease began: Original term in years(i ading written opu ): Remaining term in years(including written options); Other. Please explain: ,j/�k or rz Ki` �(e�/e-%Am&) ww C. Only a partial interest in the prop was transferred. S ❑NO If YES,indicate the percentage transferred: V D PART 3. PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable. A. Total purchase price. s 7- Z� 33•dab B. Cash down payment or value of trade or exchange excluding closing cost% Amount $� C. First deed of trust @ %interest for years. Monthly payment S Amount $ ❑ FHA(_Discount Points) ❑ Cal-Vet ❑ VA C_Discouni Points) ❑ Fixed rate ❑ Variable rate ❑ Bank/Savings&Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payment$ Due date: D. Second deed of trust a _%interest for years. Monthly payment$ Amount $ pFixed rate ❑ Variable rate ❑ Bank/Savings&Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payment$ Due date: E. Was an Improvement Bond or other public financing assumed by the buyer? ❑ YES ❑ NO Outstanding Balance $ F. Amount,if any,of real estate commission fees paid by the buyer which are not included in the purchase price $ G. operty was purchased:❑Through real estate broker.Broker name: Phone number: The Ilirect from seller ❑ From a family member-Relationship . ❑ Other. Please explain: Please explain any special terms, seller concessions, brokertagent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance)that would assist the Assessor in the valuation of your property. PART 4. PROPERTY INFORMATION Check and complete as applicable. A. Type of property transferred ❑Single-family residence ❑Co-op/Own-your-own ❑Manufactured home ❑Multiple-family residence. Number of units: ❑Condominium ❑Unimproved lot Other.Description: '.e.,timber,mineral,water rights, ❑Timeshare O CommerciaVlndusVial B. ❑YES KO ^Personal/business property,or incentives,provided by seller to buyer are included in the purchase price. Examples of personal property are furniture,farm equipment,machinery,etc.Examples of incentives are club memberships,etc. Attach list if available. If YES,enter the value If the personal/business property: $ C. ❑YES KNO A manufactured home is included in the purchase price. If YES,enter the value attributed to the manufactured home: $ ❑YES KNO The manufactured home is subject to local property tax If NO,enter decal number: D. ❑YES OPO The property produces rental or other income. If YES,the income is from: ❑Lease/rent ❑Contract ❑Mineral rights ❑Other: E. The condition of the property at the time of sale was:�Wood ❑Avenge ❑Fair ❑Poor CERTIFICATION l certify(or declare) that the foregoing and all information hereon, including any accompanying statements or documents, is true and correct to the-best of my knowledge and belie ' i6''--_ FY EREE OR CORPORA�lX.'OrMER DATE TELEPHONE���� OF BUYER/IRANSFEREE/LEGAL PRESE ORATE OFFICER(PLEASE PRINT) TITLE E AIL ADDRESS ZOO- \ 1 l The Assessor' et ou for additional information regarding this transaction. �u-lv�sPrl eL.�Je ATTEST: �RM 1 v 4CiiYLGlorrk tCa4hl.4re� I iJ ATTORNEY BOE-502-A(P3)REV.12 (05-13) • ADDITIONAL 'NFORMATION Please answer all questions in each section, and sign and complete the certification before filing. This form may be used in all 56 California counties. If a document evidencing a change in ownership is presented to the Recorder for recordation without the concurrent filing of a Preliminary Change of Ownership Report, the Recorder may charge an additional recording fee of twenty dollars ($20). NOTICE: The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. Supplemental assessments are not paid by the title or escrow company at close of escrow, and are not included in lender impound accounts. You may be responsible for the current or upcoming property taxes even If you do not receive the tax bill. NAME AND MAILING ADDRESS OF BUYER: Please make necessary corrections to the printed name and mailing address. Enter Assessor's Parcel Number, name of seller, buyer's daytime telephone number, buyer's email address, and street address or physical location of the real property. NOTE: Your telephone number and/or email address is very important. If there Is a question or a problem, the Assessor needs to be able to contact you. MAIL PROPERTY TAX INFORMATION TO: Enter the name, address, city, state, and zip code where property tax information should be mailed. This must be a valid mailing address. PRINCIPAL RESIDENCE: To help you determine your principal residence, consider (1) where you are registered to vote, (2) the home address on your automobile registration, and (3) where you normally return after work. If after considering these criteria you are still uncertain, choose the place at which you have spent the major portion of your time this year. Check YES If the property is intended as your principal residence, and indicate the date of occupancy or intended occupancy. PART 1: TRANSFER INFORMATION If you check YES to any of these statements, the Assessor may ask for supporting documentation. •C, D, E, F: If you checked YES to any of these statements, you may qualify for a property tax reassessment exclusion, which may allow you to maintain your property's previous tax base. A claim form must be filed and all requirements met in order to obtain any of these exclusions. Contact the Assessor for claim forms. NOTE: If you give someone money or property during your life, you may be subject to federal gift tax. You make a gift if you give property (including money), the use of property, or the right to receive income from property without expecting to receive something of at least equal value in return. The transferor (donor) may be required to file Form 709, Federal Gift Tax Return, with the Internal Revenue Service if they make gifts in excess of the annual exclusion amount. G. Check YES if the reason for recording is to correct a name already on title (e.g., Mary Jones, who acquired title as Mary J. Smith, is granting to Mary Jones). This is not for use when a name is being removed from title. H: Check YES If the change involves a lender, who holds title for security purposes on a loan, and who has no other beneficial interest in the property. "Beneficial interest" is the right to enjoy all the benefits of property ownership. Those benefits include the right to use, sell, mortgage, or lease the property to another. A beneficial interest can be held by the beneficiary of a trust, while legal control of the trust is held by the trustee. I: A "cosigner" is a third party to a mortgage/loan who provides a guarantee that a loan will be repaid. The cosigner signs an agreement with the lender stating that if the borrower fails to repay the loan, the cosigner will assume legal liability for it. M: This is primarily for use when the transfer is into, out of, or between legal entities such as partnerships, corporations, or limited liability companies. Check YES only if the interest head in each and every parcel being transferred remains exactly the same. N. Check YES only if property is subject to subsidized low-income housing requirements with governmentally imposed restrictions; property may qualify for a restricted valuation method (i.e. may result in lower taxes). O. If you checked YES, you may qualify for a new construction property tax exclusion. A claim form must be filed and all requirements met in order to obtain the exclusion. Contact the Assessor for a claim form. PART 2: OTHER TRANSFER INFORMATION A: The date of recording is rebuttably presumed to be the date of transfer. If you believe the date of transfer was a different •date (e.g., the transfer was by an unrecorded contract, or a lease identifies a specific start date), put the date you believe is the correct transfer date. If it is not the date of recording, the Assessor may ask you for supporting documentation. B. Check the box that corresponds to the type of transfer. If OTHER is checked, please provide a detailed description. Attach a separate sheet if necessary. BOE-502-A(PQ REV.12 (05.13) PART 3: PURCHASE PRICE AND TERMS OF SALE •It is important to complete this section completely and accurately. The reported purchase price and terms of sale are Important factors in determining the assessed value of the property, which is used to calculate your property tax bill. Your failure to provide any required or requested Information may result in an inaccurate assessment of the property and in an overpayment or underpayment of taxes. A. Enter the total purchase price, not including closing costs or mortgage insurance. "Mortgage insurance" is insurance protecting a lender against lass from a mortgagor's default, issued by the FHA or a private mortgage insurer. B. Enter the amount of the down payment, whether paid in cash or by an exchange. If through an exchange, exclude the closing costs. "Closing costs" are fees and expenses, over and above the price of the property, incurred by the buyer and/or seller, which include title searches, lawyer's fees, survey charges, and document recording fees. C. Enter the amount of the First Deed of Trust, if any. Check all the applicable boxes, and complete the information requested. A "balloon payment" Is the final installment of a loan to be paid in an amount that is disproportionately larger than the regular Installment. D. Enter the amount of the Second Deed of Trust, if any. Check all the applicable boxes, and complete the information requested. E. If there was an assumption of an improvement bond or other public financing with a remaining balance, enter the outstanding balance, and mark the applicable box. An "improvement bond or other public financing" Is a lien against real property due to property-specific improvement financing, such as green or solar construction financing, assessment district bonds, Mello-Roos (a form of financing that can be used by cities, counties and special districts to finance major improvements and services within the particular district) or general improvement bonds, etc. Amounts for repayment of contractual assessments are included with the annual property tax bill. F. Enter the amount of any real estate commission fees paid by the buyer which are not included In the purchase price. G. If the property was purchased through a real estate broker, check that box and enter the broker's name and phone number. If the property was purchased directly from the seller (who is not a family member of one of the parties purchasing the property), check the "Direct from seller" box. If the property was purchased directly from a member of your family, or a family member of one of the parties who Is purchasing the property, check the "From a family member" box and indicate the relationship of the family member(e.g., father, aunt, cousin, etc.). If the property was purchased by some other means (e.g., over the internet, at auction, etc.), check the "OTHER" box and provide a detailed description (attach a separate sheet if necessary). H. Describe any special terms (e.g., seller retains an unrecorded life estate in a portion of the property, etc.), seller concessions (e.g., seller agrees to replace roof, seller agrees to certain interior finish work, etc.), broker/agent fees waived (e.g., fees waived by the broker/agent for either the buyer or seller), financing, buyer paid commissions, and any other information that will assist the Assessor in determining the value of the property. PART 4: PROPERTY INFORMATION A. Indicate the property type or property right transferred. Property rights may include water, timber, mineral rights, etc. B. Check YES If personal, business property or incentives are included in the purchase price in Part 3. Examples of personal or business property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships (golf, health, etc.), ski lift tickets, homeowners' dues, etc. Attach a list of items and their purchase price allocation. An adjustment will not be made if a detailed list is not provided. C. Check YES if a manufactured home or homes are included in the purchase price. Indicate the purchase price directly attributable to each of the manufactured homes. If the manufactured home is registered through the Department of Motor Vehicles in lieu of being subject to property taxes, check NO and enter the decal number. D. Check YES if the property was purchased or acquired with the intent to rent or lease it out to generate income, and indicate the source of that anticipated Income. Check NO if the property will not generate income, or was purchased with the Intent of being owner-occupied. E. Provide your opinion of the condition of the property at the time of purchase. If the property is In "fair" or "poor" condition, include a brief description of repair needed. • a p � Escrow Division I T�r .s awyersTIL} e. 400 S. Farrell Drive, Suite B202 Palm Springs, CA 92262 • Phone: (760) 327-6523 Fax: (866) 350-3317 Escrow Officer: Kimberly Rogers Escrow Officer's e-mail: krogers@ltic.com Kimberly Rogers, Escrow Officer Phone: (760) 327-6523 . Fax: (866) 350-3317 e-mail: krogers@ltic.com PRELIMINARY REPORT APPROVAL Escrow Number: PSL10483 - LT140 - KR Title Order Number: 616670027 Date: April 5, 2017 The undersigned acknowledge that they have read and received a copy of the Preliminary Report of Title Issued by Lawyers Title - IE under the above referenced order number and hereby approve same in its entirety. The undersigned buyer acknowledges receipt of a copy of the Covenants, Conditions and Restrictions, if any, as set forth in the Preliminary Report and hereby approve same. OF PALM SPRINGS, a/Cali charter city and municipal corporation • By: David H. Ready .000 City Ma ger By�� T Wio,City Cl k By: Douglaf . Holland, Esq. City Attorn y APPROVED BY CITY MANAGER • TO: Lawyers Title Company Re: Vacant Land APN #669-060-023 , Palm Sprimgs, CA 922 Escrow No.: PSL10483-140-KR Disbursement Instructions for Proceeds/Refunds You are authorized and instructed to disburse my proceeds or refund due me, as indicated below. Important: If you do not have a bank account in the same name as you hold title, it is advised you secure such an account prior to the close of escrow. Contact your Escrow Officer with any questions. OPlease make sure the information youprovide is accurate complete and legible. ❑ Hold Check for Pick Up Name of person authorized to pick up your check: �Wail Check To Address: IYUV E ' I Ut� CQW1Ae Ante-Escrow is not responsible for timely delivery of the U.S. Mail ❑ Delivery by Overnight Service Address: (Standard/Weekday within the US Only) Expedited or outside the US requires an additional fee charged at closing. 17 Delivery by Courier Service Address: Courier service Is to a business only within our delivery area. Expedited or out of area i deliveries will be billed as charged. Transfer: ❑ Proceeds ❑ $ ❑ Transfer Funds to another Name of Company/Reference Number: Escrow Transaction If this option Is selected, additional instructions must be oreyared and Contact Name/Phone/Email: signed by you prior to the close of • escrow. — ❑ Wire Transfer Funds By making this selection and signing this document (pages I and 2), you are agreeing to the additional information which appears on page Please complete & sign two of this document entitled: "Important Information about Wire Page (2) Two Transfers"and agree to be bound by same. You shall indemnify and hold harmless Lawyers Title Company, its successors or assigns, from any loss, liability and cast incurred as a result of any incorrect information supplied. Lawyers Title Company shall not be liable for any special,consequential, indirect or incidental damages, regardless of whether any claim is based on contract or tort whether the likelihood of such damage was known to Lawyers Title Company. Attention Seller: Proceeds due you at the close of escrow will only be payable to the exact name(s) in which title is currently held. Attention Buyer/Borrower: Any refunds due you at the close of escrow will be payable ONLY to the exact name(s) in which you have taken title to this property. rint Your Name: Print Your Name: X X Print Your Name: Print Your Name: AP AS TO FO M APPROVED D BY CITYMANAGER • � c� ►�ta�'IQ ����� ATTORNEY Al U: t 'rAkenok City Clerk% Wa.-N41'e44-- D I` TO: Lawyers Title Company Re: Vacant Land APN #669-60-023 , Palm Sprimgs, CA 922 Escrow No.: PSLI0483-140-KR • Disbursement Instructions for Proceeds/Refunds (Page Two) :)Only complete and sign if you are requesting your funds be WIREDC Important Information about Wire Transfers Due to the potential fraudulent activity regarding hacked emalls and bank accounts, if you are asking for a wire transfer of your funds at closing, I please pay particular attention to the following notices and procedures. I We \ hope you understand these are put in place to protect your funds in this transaction. Please be sure your wiring information is clear and legible. 1. Provided the funs are wirVerthan nsferred in accordance with these instru ons, Lawyers Title Company shall not be lia a for an or omission of any financial instituti or any other person, nor shall Lawyers Title C pant' any liability for loss of funds or intere thereon. In no event will damages exceed interest at rate to Federal Funds rate, adjusted d ' y, for the number of days that such funds are unavailable. 2. The information provi dyou below cannot be Chang or altered during the course of this transaction unless the fol is Coco lied with: o All parties entitled to tnds will be required to co into the office and meet with our staff. You4 will be asked to providper identification and sig new wire transfer instruction. o If you are unable to cto our office, all pa es will be required to sign a new wire instruction form and the documenre uire notarization a company approved notary. o Updates to your wire inatio received in a email will NOT BE HONORED. You will have to submit a new instruction form utline above an phone call verification may be required. o Changes cannot be ma any pe ons er than those entitled to the funds. Ah Escrow holder is instructed ire funds the following institution at the close of escrow: IMF Name of Receiving Bank: Address of Bank: Phone Number: Contact Person at the Bank: ABA Routing Number*: *Note: It is strongly advised you c ntact your financial institution w n completing this information. The number that appears on checks or on deposit tic is is not always the correct routin number for wire transfers Account Number: Name on Account: Important: If you d of have a bank account in the same name you hold title, it is advised you secure such an account prior o the close of escrow. Contact your Escrow Offi r with any questions. Your Signature below ndicates your review and approval of all information contain on page (1)and above. Dated: X X Print Your Name: Print Your Name: X X Print Your Name: Print Your Name: • I PSL10483 As of 4/4/2017 6:13:04 PM Page 1 ith LawyersTitle s Title Company PhonerF(arrell Drive,760) 327-6523ite B202 Palm Springs CA 92262 hill III I II II II IIIIII!IIII -- Fax: 60) 327-6748 PSL10483-KR Escroww Officer: Kimberly Rogers I Buyer's / Borrower's Settlement Statement - Estimated Property:Vacant Land APN #669-060-023 , Palm Sprimgs, CA 922 Closed Date: Est. Closing Date: 5/1/2017 Loan Number: Disbursement Date: 5/1/2017 Buyer: CITY OF PALM SPRINGS, a California charter city and municipal corporation Escrow Number: PSL10483-KR Debits Credits Purchase Price Purchase Price $2,233.66✓ Escrow Fees Escrow Fees to Lawyers Title Company $700.00 Title Charges Owner's Coverage to Lawyers Title Co $440.00 Additional Settlement Fees Temporary Easement to Jack in the Box $9,473.53 ✓ Additional Services Buyer Funds Held for Final Accounting $150.00 Balance Due $12,997.19 Totals: • $12,997.19 $12,997.19 This is an estimated closing statement and is subject to changes, corrections or additions at the time of final closing. QJLX OF PALM SPRINGS, a California charte nd municipal corporation jt '13y: David H. Ready City Manag4r APPK"iL�� tR By: a 111n D 4 Amer By: Dou las (land, Esq. City Attorney 0 I t Lawyers Title• Escrow Division 400 S. Farrell Drive, Suite 6202 Palm Springs, CA 92262 • Phone: (760) 327-6523 Fax: (866) 350-3317 Escrow Officer: Kimberly Rogers Escrow Officer's e-mail: krogers@ltic.com Escrow Number: PSL10483 - LT140 - KR Date: November 17, 2016 Property Address: Vacant Land APN #669-060-023 , Palm Sprimgs CA, 922 Escrow Officer: Kimberly Rogers For Credit To: CITY OF PALM SPRINGS, a California charter city and municipal corporation WIRE TRANSFER INSTRUCTIONS The following information is provided to you, per your request, in order to send a WIRE TRANSFER to Lawyers Title Company I Bank Name/Address: Union Bank 1980 Saturn Street, V03-012 Monterey Park, CA 91755 (800) 849-6466 • BANK ROUTING Number: 122000496 CREDIT TO: Lawyers Title Company Branch / Account Number: 9101081413 For Further Credit to Escrow No: PSL10483 - LT140 - KR Attention: Kimberly Rogers All information must be EXACT or a delay in your wired funds may occur, which may also delay the closing of your escrow transaction. Funds required for closing are to be sent in the form of a wire transfer ONLY. Any electronic funds attempted to be sent via Automated Clearing House ("ACH") will be rejected and sent back to the originators account. The process of rejecting an ACH may take anywhere from 5-10 days, which will result in the delay of your closing. Neither Lawyers Title Company, or the bank mentioned above, will assume any liability for delays in your wire due to incorrect information or the return of an ACH transfer. If there are any questions regarding the wire transfer of your funds, please do not hesitate to contact our office our bank named above. • Non-Foreign Certification - Transferee and Transferor • This form is provided so that the buyer and/or seller in this transaction can certify compliance with the Foreign Investment in Real Property Tax Act to the escrow agent and/or buyer. Transferee/Buyer must retain a copy of this document until after the fifth taxable year following the transfer. I. Transaction on Personal Residence not exceeding $300,000.00. I/We hereby certify that: (a) the amount realized for the property in this transaction does not exceed $300,000.00; and (b) buyer(s) is/are acquiring said property for use as a residence. Buyer Buyer II Certification Tf Non-Foreign Status by Individual I Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. Real Property interest must withhold tax if the transferor (seller) Is a foreign person. To inform the transferee (buyer) and escrow agent that withholding of tax is not required upon my disposition of a U.S. Real Property Interest, I, the undersigned Seller(s), hereby certify the following: 1. I am not a non-resident alien for the purposes of U.S. Income Taxation, • 2. My U.S. taxpayer identifying number (Social Security Number) Is: And 3. My home address is: I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made herein could be punished by fine, imprisonment, or both. Under penalty of perjury I declare that I have examined this certification and to the best of my knowledge and belief it Is true, correct and complete. Date: Seller Seller • FIRPTA-1007-A Page 1 of 2 Rev. 10/31/03 Seller, Buyer and Escrow Agent to maintain a copy for five (5) years. Non-Foreign Certification — Transferee and Transferor • III. Certification of Non-Foreign Status by Entity Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf of the transferor/seller: 1. M —K TSA( 1pgf�STMICNrtS LLC Is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. is not a disregarded entity as defined in §1.1445-2(b)(2)(iii)? 3. U.S. Employer, Tax ID (Social Security Number) ident fication number is t16 -22D614K ; and 4. The office (or personal) address is 'fl1 © f4CLO(Wod i3LVD/ LDS AW&ELE'S/ CA CrooL(6 • The transferor/seller understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of seller. By: /"p(�illV Aa6t4 -se" Title: /"1RfiocQC'r- Date: 11 Z 3 zv r 6 App To FORM A �,T' LL IV. Certification by Buyer A y IeWl"kA kC n , I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. Date: aO ' Buyer 'D V;d � � C*74"Mtf)%e Buyer Ca4'h er PQaw.q?rt,8 FIRPTA-1007-A Page 2 of 2 Rev. 10/31/03 Seller, Buyer and Escrow Agent to maintain a copy for five(5) years. EXHIBIT D DO NOT RECORD. TRANSFEREE (BUYER) DO NOT SEND MUST RETAIN FOR TO IRS. SIX YEARS AFTER THE TRANSACTION. CERTIFICATION OF NON-FOREIGN STATUS BY TRANSFEROR 1. Section 1445 of the Internal Revenue Code provides that a transferee (Buyer) of a U. S. real property interest must withhold tax if the transferor (Seller) is a foreign person. 2. In order to inform each transferee that withholding of tax is not required upon disposition of a U. S. real property interest by /tl L/, 7-S.41 XVES7 N Eljn LLC (hereinafter referred to as "the Transferor"), the undersigned hereby certifies, and declares by means of this certification, the following on behalf of the Transferor: A. The one item marked below is true and correct: • X (1) The Transferor is not a foreign individual, foreign corporation, foreign partnership, foreign trust, or foreign estate (as these terms are defined in the Internal Revenue Code and Income Tax Regulations). (II) The Transferor is a corporation incorporated under the laws of a foreign jurisdiction but has elected to be treated as a U. S. corporation under Section 897(i) of the Internal Revenue Code, AND HAS ATTACHED TO THIS CERTIFICATE A TRUE AND GENUINE COPY OF THE ACKNOWLEDGMENT OF SUCH ELECTION ISSUED BY THE IRS. B. The Transferor's social security number is qi�-22061.44 C. The Transferor's address is _4f 10 */oLL'(Wovh BLV O LCS ANGCLES. CA RDD,(t 3. The Transferor understands that this certificate may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained in this certification may be punished by fine or imprisonment(or both). 4. The Transferor understands that each transferee is relying on this certificate in determining whether withholding is required and each transferee may face liabilities if any statement in this certificate is false. 1116419.1 • 5. The Transferor hereby indemnifies each transferee, and agrees to defend and hold each transferee harmless, from any liability, cost, damage, or expense which such transferee may incur as a result of: A. the Transferor's failure to pay any U. S. Federal income tax which the Transferor is required to pay under applicable U. S. law, or B. any false or misleading statement contained herein. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete; I further declare that I have authority to sign thisdocument on behalf of the Transferor. �^r � EXECUTED in LVS A' 4d e S County, State of r t `o('ci on Il�Z3 � 2.�16 1 Transferor: By: • Title: V • 1116419.1 Project: Indian Cyn. Drive Widening and Bridge Replacement @ UPRR Project No.: Federal Project No. BRLO 5282 (017), City Project No. 01-11 APN: 669-060-023 RIGHT-OF-WAY AGREEMENT FOR ACQUISITION OF REAL PROPERTY INTEREST AND ESCROW INSTRUCTIONS THIS RIGHT-OF-WAY AGREEMENT FOR ACQUISITION OF REAL PROPERTY INTEREST AND ESCROW INSTRUCTIONS ("Agreement'), dated and entered into for solely for reference purposes as of Aoust, .Z9 , 20)G, by and between the CITY OF PALM SPRINGS, a CalifornA charter city and municipal corporation ("Buyer") and MLR Tsai Investments LLC, a California Limited Liability Company ("Seller"), with reference to the following facts: RECITALS A. Seller is the owner of certain real property comprised of approximately one hundred forty-three (143) square feet, located in the City of Palm Springs (the "City"), the County of Riverside (the "County"), State of California (the "State"), which is a portion of Assessor's Parcel No. 669-060-023, more particularly described on Exhibit A and shown on Exhibit B attached hereto (the "Easement Area "). B. Seller desires to convey to Buyer and Buyer desires to acquire from Seller an easement to the Easement Area, in accordance with the terms and conditions contained in this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by Seller, Buyer and Seller (hereinafter collectively referred to as the "parties", or individually as a "party") hereby agree as follows: AGREEMENT 1. PURCHASE AND SALE. 1.1. Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to acquire and purchase from Seller, a right-of-way for streets, highways, sanitary sewer lines, domestic water lines, public utilities, and other appurtenant uses, together with the right to construct, maintain, repair, operate, use, dedicate or declare the same for public use, in, on, under, over and across the real property within the entirety of the Easement Area as such area, scope and use is more particularly described in the Grant of Right of Way attached hereto as Exhibit C the "Easement"), which Exhibits A and B attached hereto that define the Easement Area shall be made a part of. 1.2. Purchase Price. The purchase price ("Purchase Price") for the Easement shall be Two Thousand Two Hundred Thirty-Three Dollars and Sixty-Six cents ($2,233.66) payable as cash at the Close of Escrow as defined and provided for herein. 1 11 16419.1 2. ESCROW AND CLOSING. 2.1. Opening of Escrow. Within fourteen (14) business days after execution of this Agreement by the last of Seller or Buyer, Buyer shall open an escrow (the "Escrow") with Lawyers Title & Escrow, at the address set forth in Section 7.12 ("Escrow Holder"), by depositing with Escrow Holder this Agreement fully executed, or executed counterparts hereof. The date this fully executed Agreement is signed and accepted by Escrow Holder on the last page hereof shall be deemed the "Opening of Escrow" and Escrow Holder shall advise Buyer and Seller of such date in writing. The escrow instructions shall incorporate this Agreement as part thereof and shall contain such other standard and usual provisions as may be required by Escrow Holder, provided, however, that no escrow instructions shall modify or amend any provision of this Agreement, unless expressly set forth in writing by mutual consent of Buyer and Seller. In the event there is a conflict between any such standard or usual provisions and the provisions of this Agreement, the provisions of this Agreement shall control. 2.2. Escrow Fees and Other Charges. At the Close of Escrow, Buyer agrees to pay all of Seller's and Buyer's usual fees, charges and costs incidental to the conveyance of the Easement and Close of Escrow that may arise in this Escrow, including, but not limited to, any costs for the Standard Coverage Policy (defined below) or if elected, an ALTA Extended Coverage Owner's Policy. 2.3. Closing Date; Conditions Precedent to Close of Escrow. Provided all of the conditions set forth in this Section 2.3 have been satisfied (or are in a position to be satisfied concurrently with the Close of Escrow), the Close of Escrow shall occur on or before October 15, 2016, (the "Closing Date"). As used in this Agreement, the "Close of Escrow" shall mean the date a Grant Right of Way, as provided in Section 2.4.2(a) hereof("Right of Way"), is recorded in the Official Records of the County. 2.3.1 Conditions of Buyer for Close of Escrow. The Close of Escrow and Buyer's obligation to purchase the Easement are subject to the satisfaction of the following conditions or Buyer's written waiver of such conditions, on or before the Closing Date. Buyer may waive in writing any or all of such conditions in its sole and absolute discretion. (a) The Purchase Price shall have been adjusted in accordance with this Agreement and a closing statement duly executed by Seller setting forth the Purchase Price and any adjustments thereto; ; (b) Seller shall have performed all obligations to be performed by Seller pursuant to this Agreement; (c) No event or circumstance shall have occurred, which, in the sole opinion of Buyer, would make any of Seller's representations, warranties and covenants set forth herein untrue as of the Close of Escrow, including, but not limited to, those warranties and representations of Seller set forth in Sections 3.4 and 4.1 of this Agreement; (d) There shall have occurred no material adverse change in the physical condition of the Easement Area (such as those caused by natural disasters), which, in the sole opinion of Buyer, would render the Easement Area 2 1116419.1 unsuitable for Buyer's intended use, materially increase the cost, or cause a material delay in the schedule for the development of the Easement Area; (e) The Title Company shall be committed to issue to Buyer, as of the Closing Date, the Title Policy (defined below) covering the Easement Area, subject only to the Permitted Exceptions. (f) Seller shall have executed and submitted to Escrow Holder the Affidavit of Non-Foreign Status By Transferor (Exhibit D) (g) Seller shall have caused any lien or charge of any deed of trust that encumbers the Easement Area to be subordinated to the rights of Buyer under the terms of the Easement. 2.3.2 Conditions of Seller for Close of Escrow. The Close of Escrow and Seller's obligation to sell and convey the Easement are subject to the satisfaction of the following conditions or Seller's written waiver of such conditions on or before the Closing Date. Seller may waive in writing any or all of such conditions as a condition to the Close of Escrow in its sole and absolute discretion. (a) The Purchase Price shall have been adjusted in accordance with this Agreement and a closing statement duly executed by Buyer setting forth the Purchase Price and any adjustments thereto; (b) Buyer shall have performed all obligations to be performed by Buyer pursuant to this Agreement; (c) No event or circumstance shall have occurred which would make any of Buyer's representations, warranties, and covenants set forth herein untrue as of the Close of Escrow including, but not limited to, those warranties and representations of Buyer set forth in Section 4.2 of this Agreement. 2.3.3 Waiver of a Condition Does Not Excuse Performance. If any condition precedent to the Close of Escrow is expressly waived, in writing, as a condition to the Close of Escrow by the party for whose benefit such condition exists, then, to the extent such condition is capable of being satisfied following the Close of Escrow, such condition shall become a condition subsequent to the Close of Escrow and shall be satisfied by the party whose performance is required to satisfy such condition as soon as reasonably possible following the Close of Escrow. 2.4. Closina Documents. The parties shall deposit the following with Escrow Holder prior to the Close of Escrow: 2.4.1 Buyer's Deposits. Buyer shall deposit: (a) The Purchase Price together with Buyer's escrow and other cash charges; and (b) A Certificate of Acceptance for the Grant of Right of Way executed by the City Clerk of the City of Palm Springs (See, Exhibit C). 3 1116419.1 2.4.2 Seller's Deposits. Seller shall deposit: (a) The Grant of Right of Way in the form of Exhibit C attached hereto, appropriately executed to convey the Easement subject only to the Permitted Exceptions (defined below); (b) Subject to Section 2.5.1 below, an executed Affidavit of Non-foreign Status in the form of Exhibit D attached hereto and such other documentation necessary to exempt Seller from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder; and (c) Subject to Section 2.5.1 below, a Withholding Exemption Certificate Form 593 as contemplated by California Revenue and Taxation Code §18662 (the "Withholding Affidavit") duly executed by Seller. 2.4.3 Deposits of Additional Instruments. Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to proceed to the Close of Escrow and consummate the grant of the Easement in accordance with the terms of this Agreement. 2.5. Closing. 2.5.1 Withholding. In the event that, pursuant to Section 2.4.2(b) above, Seller fails to deposit with Escrow Holder the executed Affidavit of Non-foreign Taxpayer Status which exempts Seller from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, Seller hereby authorizes Escrow Holder to withhold ten percent (10%) of the Purchase Price less any applicable closing costs and to report and transmit the withheld amount to the Internal Revenue Service. Additionally, in the event that, pursuant to Section 2.4.2(c) above, Seller fails to deposit with Escrow Holder any applicable tax document which exempts Buyer from California withholding requirements, if any, Seller hereby authorizes Escrow Holder to withhold such additional percentage of the Purchase Price of the Easement as is required by California law, and Escrow Holder shall report and transmit the withheld amount in the manner required by California law. By agreeing to act as Escrow Holder hereunder, Escrow Holder expressly agrees to undertake and be responsible for all withholding obligations imposed pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and under any similar provisions of California law, and shall defend, indemnify and hold Buyer harmless in connection with such obligations. 2.5.2 Necessary Actions of Escrow Holder. On the Close of Escrow, Escrow Holder shall in the following order: (i) record the Grant of Right of Way and Certificate of Acceptance in the Office of the County Recorder of the County; (ii) pay any transfer taxes; (iii) instruct the County Recorder to return the Grant of Right of Way to Buyer; (iv) distribute to Seller the Purchase Price; and (v) deliver to Buyer the Title Policy covering the Easement Area subject only to the Permitted Exceptions, the Affidavit of Non-foreign Status, and the applicable California withholding exemption form, if any. 2.5.3 Real Estate Taxes. Seller shall pay real property taxes at the Close of Escrow, paid through Escrow proceeds, based on the most current real property tax bill 4 1116419.1 available, including any additional property taxes that may be assessed after the Close of Escrow but that relate to the period prior to the Close of Escrow, regardless of when notice of those taxes is received or who receives the notice. Seller may seek reimbursement from the Riverside County Tax Assessor's office for any property taxes that have been assessed for a period after the Close of Escrow as Buyer is a public agency exempt from payment of such taxes. Buyer further agrees to cooperate with Seller to provide any necessary information to the Assessor's office in connection with such request for refund. 2.6. Failure to Close: Termination. 2.6.1 Neither Partv in Default. In the event that any condition set forth in Section 2.3 (and its subdivisions) is not satisfied or waived, in writing, and the Close of Escrow does not occur within the time required herein due to the failure of such condition or the Close of Escrow does not occur within the time frame required herein for any reason other than Seller's or Buyer's breach of or default of its respective obligations hereunder, or if this Agreement is terminated without default by either party as otherwise set forth herein, then Escrow Holder, with no further instructions from the parties hereto, shall return to the depositor thereof any funds, or other materials previously delivered to Escrow Holder, the Escrow shall be automatically terminated and of no force and effect, Buyer shall pay any Escrow termination fees, and except as otherwise provided herein the parties will have no further obligation to one another. 3. ACTIONS PENDING CLOSING. 3.1. Title Review. 3.1.1 Title Report. Within three (3) business days after the Opening of Escrow, Lawyers Title & Escrow (the "Title Company") will furnish Buyer with an updated Title Commitment on the Easement Area together with legible copies of all documents referenced therein as exceptions to title and a plot plan for the Easement Area showing all the locations of all easements referenced therein (collectively, the "Title Commitment"). 3.1.2 Title Notices. Buyer shall have ten (10) business days after its actual receipt of the Title Commitment to deliver to Escrow Holder written notice (the "Preliminary Title Notice") of Buyer's approval, conditional approval, or disapproval of the title exceptions and other matters disclosed in the Title Commitment. All title exceptions not timely approved by Buyer will be deemed disapproved. All such exceptions and other matters disapproved by Buyer are referred to herein as "Disapproved Exceptions". It shall be the sole responsibility of Buyer to work with the Title Company to remove any Disapproved Exceptions, and if unsuccessful shall either purchase the Easement subject to the Disapproved Exceptions or terminate the Agreement. 3.1.3 Permitted Exceptions. "Permitted Exceptions" shall mean all exceptions appearing on the Title Commitment which are: (i) standard printed exceptions in the Title Policy issued by Title Company; (ii) general and special real property taxes and assessments, a lien not yet due and payable; and (iii) any other liens, easements, encumbrances, covenants, conditions and restrictions of record approved, or expressly waived by Buyer pursuant to this Section 3.1. 5 n1eaio.1 3.2. Title Policy. Buyer's obligation to proceed to the Close of Escrow shall be conditioned upon the commitment by Title Company to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (the "Standard Coverage Policy"), showing title to the Easement Area vested in Buyer with liability equal to the Purchase Price, subject only to the Permitted Exceptions. At Buyer's option, Buyer may require an ALTA Extended Coverage Owner's Policy instead of the Standard Coverage Policy provided that Buyer pays any additional premium on account thereof. The form of title policy selected by Buyer shall be referred to herein as the "Title Policy". 3.3. Possession and Use. It is mutually understood and agreed by and between the parties hereto that the right of possession and use of the Easement Area and Easement by the Buyer, including the right to remove and dispose of improvements, shall commence upon the execution of this Agreement by Seller. The Purchase Price includes, but is not limited to, full payment for such improvements and possession and use of the Easement Area. 3.4. Seller's Covenant Not to Further Encumber the Easement Area. Seller shall not, directly or indirectly, alienate, encumber, transfer, option, lease, assign, sell, transfer or convey its interest or any portion of its interest in the Easement Area, or any portion thereof, or enter into any agreement to do so, so long as this Agreement is in force. Seller shall timely discharge, prior to the Closing, any and all obligations relating to work performed on or conducted at or materials delivered to or for the Easement Area from time to time by Seller, or at Seller's direction or on its behalf, in order to prevent the filing of any claim or mechanic's lien with respect to such work or materials. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. 4.1. Seller's Representations. Warranties and Covenants. In addition to the representations, warranties, and covenants of Seller contained in other sections of this Agreement, Seller hereby represents, warrants and covenants to Buyer as follows, all of which shall survive the Close of Escrow: 4.1.1 Seller's Authority. Seller has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by, this Agreement, and that this Agreement has been duly authorized and executed by Seller, and upon delivery to and execution by Buyer, shall be a valid and binding agreement of Seller. 4.1.2 Leases. There are no leases, rental agreements, or other such contracts of any kind or nature affecting possession or occupancy of the Easement Area, and Seller shall not enter into any such contracts during the terms of this Agreement without the prior consent of Buyer. 4.1.3 No Liens and Subordination. Seller warrants that at the time of the Close of Escrow, Seller shall have caused any lien and charge of any deed of trust that encumbers the Easement Area to be subordinated to the rights of Buyer under the terms of the Easement. 4.1.4 No Untrue Statements or Omissions of Fact. Each of the representations and warranties made by Seller in this Agreement, or in any exhibit, or on any document or 6 1116419.1 instrument delivered pursuant hereto shall be continuing representations and warranties which shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement, are conditions precedent to the Close of Escrow. Seller shall immediately notify Buyer of any fact or circumstance which becomes known to Seller which would make any of the representations or warranties in this Agreement untrue. 4.2. Buyer's Representations and Warranties. Buyer represents and warrants to Seller as follows, all of which shall survive the Close of Escrow: 4.2.1 Buyer's Authority. Buyer has the capacity and full power and authority to enter into and carry out the agreements contained in, and the transactions contemplated by, this Agreement, and that this Agreement has been duly authorized and executed by Buyer and, upon delivery to and execution by Seller, shall be a valid and binding Agreement of Buyer. 4.2.2 No Untrue Statements or Omissions of Fact. Each of the representations and warranties made by Buyer in this Agreement, or in any exhibit or on any document or instrument delivered pursuant hereto, shall be continuing representations and warranties which shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow, and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Buyer contained in this Agreement, are conditions precedent to the Close of Escrow. Buyer shall notify Seller immediately of any facts or circumstances which are contrary to the representations and warranties contained in this Agreement. 4.3. Mutual Indemnity. Seller and Buyer shall defend, indemnify, and hold free and harmless the other from and against any losses, damages, costs and expenses (including attorneys' fees) resulting from any inaccuracy in or breach of any representation or warranty of the indemnifying party or any breach or default by such indemnifying party under any of such indemnifying party's covenants or agreements contained in this Agreement and the City further agrees to indemnify and hold harmless Grantor from any liability arising out of City's operations under this Agreement and agrees to assume responsibility for any damages proximately caused by reason of City's operations under this Agreement and City will, at its option, either repair or pay for such damage. 5. CONDEMNATION. Seller and Buyer acknowledge that this transaction is a negotiated settlement in lieu of condemnation, and Seller hereby agrees and consents to the dismissal or abandonment of any eminent domain action in the Superior Court of the State of California in and for the City of Palm Springs, wherein the herein described Easement Area or Easement is included, in whole or in part, and also waives any and all claims to any money on deposit in the action and further waives all attorneys' fees, costs, disbursements, and expenses incurred in connection therewith. If, prior to the close of the execution of this transaction, Seller (or Seller's tenant) is served with a Summons and Complaint in Eminent Domain in which Seller (or Seller's tenant) is a 7 1116419.1 named defendant, upon the Close of Escrow, Seller agrees and consents to Buyer taking a default in the action. Moreover, the total compensation to be paid by Buyer to Seller is for all of Seller's interest in the Easement Area or as described and set forth in the Easement and any rights which exist or may arise out of the acquisition of the Easement for public purposes, including without limitation, Seller's interest in the land and any improvements and fixtures and equipment located thereon, improvements pertaining to the realty (if any), severance damages, any alleged pre-condemnation damages, loss of business goodwill (if any), costs, interest, attorney's fees, and any claim whatsoever of Seller which might arise out of or relate in any respect to the acquisition of the Easement Area or Easement by the Buyer. The compensation paid under this Agreement does not reflect any consideration of or allowance for any relocation assistance and payments or other benefits which Seller may be entitled to receive, if any. Relocation assistance, if any, will be handled via separate Agreement. 6. BROKERS. Seller and Buyer each represents and warrants to the other that they have not dealt with or been represented by any brokers or finders in connection with the purchase and sale of the Easement and that no commissions or finder's fees are payable in connection with this transaction. Buyer and Seller each agree to indemnify and hold harmless the other against any loss, liability, damage, cost, claim or expense (including reasonable attorneys' fees) incurred by reason of breach of the foregoing representation by the indemnifying party. Notwithstanding anything to the contrary contained herein, the representations, warranties, indemnities and agreements contained in this Section 6 shall survive the Close of Escrow or earlier termination of this Agreement. 7. GENERAL PROVISIONS. 7.1. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument and any executed counterpart may be delivered by facsimile transmission with the same effect as if an originally executed counterpart had been delivered. 7.2. Further Assurances. Each of the parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be appropriate or necessary to effectuate the agreements of the parties, whether the same occurs before or after the Close of Escrow. 7.3. Entire Agreement. This Agreement, together with all exhibits hereto and documents referred to herein, if any, constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all prior understandings or agreements. This Agreement may be modified only by a writing signed by both parties. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement whether or not actually attached. 7.4. Headinas. Headings used in this Agreement are for convenience of reference only and are not intended to govern, limit, or aide in the construction of any term or provision hereof. 8 1116419.1 7.5. Choice of Law. This Agreement and each and every related document are to be governed by, and construed in accordance with, the laws of the State of California. 7.6. Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or rendered by the adoption of a statute by the State of California or the United States invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby; provided that the invalidity or unenforceability of such provision does not materially adversely affect the benefits accruing to, or the obligations imposed upon, any party hereunder, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. 7.7. Waiver of Covenants. Conditions or Remedies. The waiver by one party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law, and the provisions of this Agreement for any remedy shall not exclude any other remedies unless they are expressly excluded. 7.8. Legal Advice and Construction. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to the fair meaning and not for or against any party based upon any attribution of such party as the sole source of the language in question. There shall be no presumption in the interpretation of this Agreement that any ambiguity is to be resolved against any party hereto. The parties waive expressly each and all provisions of California Civil Code Section 1654, which provides: "IN CASES OF UNCERTAINTY NOT REMOVED BY THE PRECEDING RULES, THE LANGUAGE OF A CONTRACT SHOULD BE INTERPRETED MOST STRONGLY AGAINST THE PARTY WHO CAUSED THE UNCERTAINTY TO EXIST." 7.9. Relationship of Parties. The parties agree that their relationship is that of Seller and Buyer, and that nothing contained herein shall constitute either party, the agent or legal representative of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form of business organization between the parties hereto, nor is either party granted the right or authority to assume or create any obligation or responsibility on behalf of the other party, nor shall either party be in any way liable for any debt of the other. 7.10. Attorneys' Fees. In the event that any party hereto institutes an action or proceeding for a declaration of the rights of the parties under this Agreement, for injunctive relief, for an alleged breach or default of, or any other action arising out of, this Agreement, or the transactions contemplated hereby, or in the event any party is in 9 1116419.1 default of its obligations pursuant thereto, whether or not suit is filed or prosecuted to final judgment, the non-defaulting party or prevailing party shall be entitled to its actual attorneys' fees and to any court costs incurred, in addition to any other damages or relief awarded. 7.11. Assignment. Neither Seller nor Buyer shall assign its rights or delegate its obligations hereunder without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties to this Agreement. 7.12. Notices. No notice, request, demand, instruction, or other document to be given hereunder to any Party shall be effective for any purpose unless personally delivered to the person at the appropriate address set forth below (in which event such notice shall be deemed effective only upon such delivery), delivered by air courier next- day delivery (e.g. Federal Express), delivered by mail, sent by registered or certified mail, return receipt requested, or sent via telecopier, as follows: If to Buyer, to: City Manager & City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Facsimile No.: (760) 323-8204 Telephone No.: (760) 323-8332 With a copy to: City Attorney c/o Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Facsimile No.: (714) 835-7787 Telephone No.: (714) 558-7000 If to Seller, to: MLR Tsai Investments LLC, a California Limited Liability Company 7110 Hollywood Blvd. Los Angeles, CA 90046 If to Escrow Holder, to: Kimberly Rogers Lawyers Title & Escrow 777 E. Tahquitz Canyon Way Palm Springs, CA 92262 Facsimile No.: (866) 350-3317 Telephone No.: (760) 327-6523 Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the second business day following deposit of same in any United States Post Office mailbox in the state to which the notice is addressed or on the third business day 10 1116419.1 following deposit in any such post office box other than in the state to which the notice is addressed, postage prepaid, addressed as set forth above. Notices sent via telecopy shall be deemed delivered the same business day transmitted if done so before 4:00 p.m., otherwise delivery shall be considered to be on the next business day. The addresses, addressees, and telecopy numbers for the purpose of this Paragraph, may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written notice of change is received, the last address, addressee, and telecopy number stated by written notice, or provided herein if no such written notice of change has been received, shall be deemed to continue in effect for all purposes hereunder. 7.13. Survivability. All covenants of Buyer or Seller which are intended hereunder to be performed in whole or in part after Close of Escrow and all representations, warranties, and indemnities by either Party to the other, shall survive Close of Escrow and delivery of the Grant of Right of Way, and be binding upon and inure to the benefit of the respective Parties. 7.14. Release. The total compensation to be paid by Buyer for the Easement is the Purchase Price, which consideration covers any and all land and improvements, attached or detached furniture, fixtures and equipment, loss of business goodwill, and is the full and complete acquisition cost of the Easement. Buyer shall have no obligation to Seller under the California Relocation Assistance and Real Property Acquisition statutes and guidelines. Except for any breach of terms or conditions contained in this Agreement, Seller waives and forever releases Buyer, including its successors, officers, employees, attorneys, agents, representatives and anyone else acting on Buyer's behalf, of and from any and all claims, demands, actions or causes of action, obligations, liabilities, or claims for further compensation, known or unknown, based upon or relating to the facts or allegations and circumstances arising from Buyer's acquisition of the Easement. By such release, Seller expressly waives its rights, if any, under California Civil Code Section 1542 which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HIS SETTLEMENT WITH THE DEBTOR." 7.15 City Council Approval of Agreement. This Agreement is subject to the approval of the Buyer's City Council. If this Agreement remains unapproved by the Buyer's City Council then the parties will have no further obligation under this Agreement. If Buyer's City Council approves this Agreement within less than thirty (30) days of the Closing Date set forth herein, the parties agree to extend the Closing Date for an additional thirty(30) days. [SIGNATURE PAGE FOLLOWS] 11 11164191 IN WITNESS WHEREOF, the parties have executed this Agreement, which shall only become effective as of the day and year the last of the parties set forth below signs this Agreement. BUYER SELLER CITY OF PALM SPRINGS, a California MLR Tsai Investments LLC, a California rter city and mu ni p corporation, Limited Liability ompany By: ® David H. Ready Ming Chang Tsai, Manager City Manage C61 ft � �1 Dated: Attest: APPROVED BY CITY MANAGER mes Thompson City Clerk Dated: oe/zA z o 1 Approved as to form by: WOODPPFF, SP'RAAQL,IN��& SMART fW1ill v` � d 11�_ Doug s C. Holland, Esq. City Attorney Dated: Exhibit List Exhibit A -- Legal Description of the Right of Way Exhibit B -- Depiction of the Right of Way Exhibit C Form of the Grant of Right of Way Exhibit D --Affidavit of Non-foreign Taxpayer Status 12 111641 9.1 ACCEPTANCE BY ESCROW HOLDER: LAWYERS TITLE & ESCROW hereby acknowledges that it has received a fully executed counterpart of the foregoing Right-of-Way Agreement for Acquisition of Real Property and Escrow Instructions and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder. Date: LAWYERS TITLE & ESCROW By: Name: Its: 1116419.1 Exhibit"A" to the Ri-ght of Way LEGAL DESCRIPTION OF THE RIGHT OF WAY 1116419.1 EXHIBIT "A" RIGHT-OF-WAY EASEMENT APN 669-060-023 THAT PORTION OF LOT "A" OF LOT LINE ADJUSTMENT NO. 98-01, RECORDED JUNE 22, 1998 AS DOCUMENT NO. 254046 OF OFFICIAL RECORDS, SAID LAND BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY APPROVED FEBRUARY 29, 1856, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTER LINE OF SOUTHERN PACIFIC RAILROAD WITH THE CENTER LINE OF INDIAN CANYON DRIVE (FORMERLY INDIAN AVENUE) AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 18 OF RECORDS OF SURVEY AT PAGE 2 ON AUGUST 20, 1951; THENCE ALONG THE CENTER LINE OF SAID INDIAN CANYON DRIVE NORTH 00019'08" EAST 1136.57 FEET TO AN ANGLE POINT THEREIN, SAID POINT BEING THE ONE- SIXTEENTH SECTION CORNER OF SAID SECTION; THENCE CONTINUING ALONG SAID CENTER LINE NORTH 00019'24" EAST 913.36 FEET TO THE INTERSECTION WITH THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT "A"; THENCE LEAVING SAID CENTER LINE ALONG SAID EASTERLY PROLONGATION NORTH 76008'20" WEST 56.57 FEET TO THE SOUTHEAST CORNER OF SAID LOT "A", SAID POINT BEING A POINT ON A LINE PARALLEL WITH AND DISTANT 55.00 FEET WESTERLY OF THE EASTERLY LINE OF SAID NORTHEAST QUARTER OF SECTION 22, SAID EASTERLY LINE ALSO BEING THE CENTER LINE OF SAID INDIAN CANYON DRIVE, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; 1. THENCE ALONG SAID PARALLEL LINE AND THE EASTERLY LINE OF SAID LOT "A" NORTH 00019'24" EAST 117.59 FEET TO THE SOUTHEAST CORNER OF A PUBLIC ROAD, DRAINAGE, AND UTILITY EASEMENT REC. FEBRUARY 10, 2010 AS DOCUMENT NO. 2010-0062303 OF OFFICIAL RECORDS; 2. THENCE LEAVING SAID PARALLEL LINE ALONG THE SOUTHERLY LINE OF SAID EASEMENT NORTH 37054'33" WEST 1.62 FEET; 3. THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00019'24" WEST 82.10 FEET; 4. THENCE NORTH 89040'50"WEST 5.00 FEET; 5. THENCE SOUTH 00019'24"WEST 5.00 FEET; 6. THENCE SOUTH 89040'50" EAST 5.00 FEET; 7. THENCE SOUTH 00019'24" WEST 31.52 FEET TO SAID SOUTHERLY LINE OF LOT "A"; 8. THENCE ALONG SAID SOUTHERLY LINE SOUTH 76°08'20" EAST 1.03 FEET TO THE TRUE POINT OF BEGINNING. AREA = 143 SQUARE FEET, MORE OR LESS SEE EXHIBIT 'B" ATTACHED AND BY THIS REFERENCE MADE A PART HEREOF. Page 1 of 2 EXHIBIT "A" RIGHT-OF-WAY EASEMENT APN 669-060-023 THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE BASED ON THE CALIFORNIA COORDINATE SYSTEM OF 1983, ZONE 6. MULTIPLY DISTANCES SHOWN BY 1.00002570 TO OBTAIN GROUND DISTANCES. SIGNATURE �" ` °a^*^ „t 11-30-2015 `�0 LAND MICHAEL A. HAVENER DATE ?' Fp PLS 7354 * No. 7354 .t 9�OF CAM0 Page 2 of 2 Exhibit "B" to the Riaht of Way DEPICTION OF THE RIGHT OF WAY 1116419.1 r'gRNEj q GNU E X PUBLIC B (DRAINAGE" B ROAD, NON-PLOTTABLE EASEMENTS E AND UTILITY EASEMENT REC. RIGHT-OF-WAY FOR DITCHES OR CANALS 2/10/2010 AS DOC. NO. CONSTRUCTED BY THE AUTHORITY OF THE 2010-0062303 O.R. UNITED STATES AND RESERVING UNTO T.P.O.B. THE UNITED STATES, IT'S PERMITTEES OR TCE UCENSEES, THE RIGHT TO OCCUPY AND USE ANY PART OF SECTION 22 LYING PD., N r 1//1 ti WITHIN FIFTY FEET OF THE CENTER LINE OF THE TRANSMISSION LINE RIGHT-OF-WAY OF 7HE NE 1//f s� OF THE C ACHEL R A �/ICE AND ELECTRIC 1 IN r J BK. 8, PG. 204 OF PATENTS 'Zir r o aJ Jai Jr"1, 4 LINE TABLE Z LINE BEARING LENGTH Ln 3 ^ O^ L1 N 89'40'50' W 5.00' APN 669-060-023 r L2 S 0019'24' W 5.00' N Z a L3 S 89'40'50" E 5.00' LOT NAO r Q Q L4 S 0079'24" W 31.52' W U NN `y Z N Q zc7 g � ss' cz J T.P.O.B p LAND F Si COR. uF ZP � LOT 'A' v. p 780820• �) Wf� 7 `� 57 _ * No. 7354 �) V 1.03, C/D S 78'08 1 ?0' f n OF CA1-CFO ao z 0 15 30 60 W �/����I� MULTIPLY DISTANCE BY 1.00002570 L4SZV1]L[ o� TO OBTAIN GROUND DISTANCES ® RIGHT-OF-WAY EASEMENT o P.O.C. AREA = 143 SQ. FT., MORE OR LESS z INT. OF THE CENTER LINE OF INDIAN CANYON DR. (INDIAN AVE.) P.O.C. POINT OF COMMENCEMENT f AND SOUTHERN PACIFIC RAILROAD T.P.O.B. TRUE POINT OF BEGINNING AS SHOWN ON ROS 18/2 �y /� A' ,' SHEET 1 OF 1 SHEETS REVISED BY: DATE: CI CITY Vf PAL.M SPRINGS SCALE 1' = 30' DRAWN BY: KA DATE:4-30-15 DOC. NO. INDIAN CANYON DRIVE WIDENING CHECKED BY: MH DATE:11-30-15 APN 669-060-023 DWG. NO. APPROVED BY: DATE: MLR TSAI INVESTMENTS LLC EXHIBIT C RECORDING REQUESTED BY City of Palm Springs WHEN RECORDED RETURN TO: City Clerk City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs, CA 92262 SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording fees under Government Code§6103 GRANT OF RIGHT-OF-WAY (INDIAN CANYON DRIVE) APN #669-060-023 For a valuable consideration, receipt of which is hereby acknowledged, MLR Tsai Investments LLC. a California Limited Liability Company, (hereinafter "Grantor"), hereby GRANTS to the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter "Grantee"), right-of-way for streets, highways, sanitary sewer lines, domestic water lines, public utilities, and other appurtenant uses, together with the right to construct, maintain, repair, operate, use, dedicate or declare the same for public use, in, on, under, over and across the real property in the City of Palm Springs, Riverside County, California, more particularly described on Exhibit "A" and shown on Exhibit "B" attached hereto and incorporated herein by this reference. GRANTOR: MLR Tsai Investments LLC, a California Limited Liability Company Dated: By: Ming Chang Tsai, Manager 1116419.1 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature My Commission Expires: This area for official notarial seal 1116419.1 EXHIBIT D DO NOT RECORD. TRANSFEREE (BUYER) DO NOT SEND MUST RETAIN FOR TO IRS. SIX YEARS AFTER THE TRANSACTION. CERTIFICATION OF NON-FOREIGN STATUS BY TRANSFEROR 1. Section 1445 of the Internal Revenue Code provides that a transferee (Buyer) of a U. S. real property interest must withhold tax if the transferor (Seller) is a foreign person. 2. In order to inform each transferee that withholding of tax is not required upon disposition of a U. S. real property interest by (hereinafter referred to as "the Transferor"), the undersigned hereby certifies, and declares by means of this certification, the following on behalf of the Transferor: A. The one item marked below is true and correct: (1) The Transferor is not a foreign individual, foreign corporation, foreign partnership, foreign trust, or foreign estate (as these terms are defined in the Internal Revenue Code and Income Tax Regulations). (11) The Transferor is a corporation incorporated under the laws of a foreign jurisdiction but has elected to be treated as a U. S. corporation under Section 897(i) of the Internal Revenue Code, AND HAS ATTACHED TO THIS CERTIFICATE A TRUE AND GENUINE COPY OF THE ACKNOWLEDGMENT OF SUCH ELECTION ISSUED BY THE IRS. B. The Transferor's social security number is C. The Transferor's address is 3. The Transferor understands that this certificate may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained in this certification may be punished by fine or imprisonment (or both). 4. The Transferor understands that each transferee is relying on this certificate in determining whether withholding is required and each transferee may face liabilities if any statement in this certificate is false. 1116419.1 5. The Transferor hereby indemnifies each transferee, and agrees to defend and hold each transferee harmless, from any liability, cost, damage, or expense which such transferee may incur as a result of: A. the Transferor's failure to pay any U. S. Federal income tax which the Transferor is required to pay under applicable U. S. law, or B. any false or misleading statement contained herein. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete; I further declare that I have authority to sign this document on behalf of the Transferor. EXECUTED in County, State of on Transferor: By: Title: 1116419.1 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT PROJECT: Indian Canyon Drive Widening and Bridge Replacement (a) UPRR Federal Project No. BRLO-5282(017) City Project No. 01-11 APN(s): 669-060-023 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT, (the "Agreement"), is hereby made this Z4 day of Auq 20 1�-, by and between the City of Palm Springs, a California charter city and municipal corporation, organized and existing in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the "City" and/or "Grantee", MLR Tsai Investments LLC, a California Limited Liability Company, hereinafter designated as the "Grantor". City/Grantee and Grantor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. Grantor is the owner of certain real property located in the City of Palm Springs, (the "City"), the County of Riverside, (the "County"), State of California, (the "State"), which is identified by Assessor Parcel Number(s) 669-060-023, (referred to as the "Property"). Jack in the Box Inc. a Delaware corporation ("JIB") owns a leasehold interest in the Property. B. Grantee desires to obtain from Grantor a temporary construction easement over a portion of the Property, and Grantor hereby agrees to authorize Grantee and its assignees, including its contractor(s), to enter, for a limited duration and term subject to the conditions herein this Agreement, upon approximately 1,213 square feet of the Property as described on the attached legal description, referenced as Exhibit "A", and shown on the attached map, referenced as Exhibit "B", (the "Easement Area"), which are attached hereto and incorporated herein by reference. C. The Parties desire by this Agreement to provide the terms and conditions for the Grantee's acquisition from Grantor of a Temporary Construction Easement, as defined below, over the Easement Area. AGREEMENT NOW, THEREFORE, in consideration of performance by the Parties of the promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Temporary Construction Easement Agreement Page 1 of 6 1. Grantor hereby grants to City and its assignees, including its contractor(s), the right to enter upon and use Grantor's Property in the City of Palm Springs, Riverside County, State of California, described as Assessor's Parcel Number(s) 669-060-023 for all purposes necessary to facilitate and accomplish the construction and installation of various public street improvements ("Temporary Construction Easement") associated with the Indian Canyon Drive Widening and Bridge Replacement @ UPRR, Federal Project No. BRLO-5282 (017), City Project No. 01-11 ("Project"). JIB is a party to this Agreement and hereby consents to the Temporary Construction Easement. 2. It is agreed and confirmed by the parties hereto that notwithstanding other provisions in this Agreement, the right of possession and use of the Easement Area by the Grantee, except for the personal property items and/or improvements belonging to JIB including but not limited to any signage which shall be protected in place by contractor, shall commence on October 15, 2016 or the close of escrow controlling this transaction, whichever occurs first, and the amount shown in Section 12 herein includes, but is not limited to, full payment for such possession and use, including damages, if any, from said date. Upon the City's recordation of a Notice of Completion for the Project with the Riverside County Recorder's Office, the Temporary Construction Easement granted herein shall be automatically surrendered by Grantee, and Grantee's interests thereto shall be automatically reverted to Grantor as if quitclaimed by Grantee, and shall no longer represent any title interest of or to Grantor's Property. Nevertheless, if requested by Grantor following such termination, City will execute a quitclaim deed confirming such termination. Notwithstanding the foregoing, the Temporary Construction Easement shall automatically expire on October 15, 2021. 3. The rights granted herein include the right to enter upon and to pass and repass over and along the Easement Area, and to deposit tools, implements and other materials thereon by City, or its successors and assigns, its officers, agents and employees, and by persons or entities under contract with City, its successors and assigns, wherever and whenever necessary for the purpose of completing the Project in accordance with applicable laws. The City's activities may involve surveying, staking, excavation, grading, and other related uses that are reasonably required to construct the Project. City agrees not to damage Grantor's Property in the process of performing such activities. At all times during the term of this Agreement (and during construction of the Project), Grantor's Property will remain accessible for Grantor's ingress and egress. Contractor will maintain access to property during construction. 4. At the termination of the period of use of Grantor's Easement Area by City, but before its relinquishment to Grantor, debris generated by City's use will be removed and the surface will be graded, if applicable, and left in a neat condition. Additionally, the City will restore the Easement Area, and any of Grantor's land affected by the construction, to substantially the same condition, Temporary Construction Easement Agreement Page 2 of 6 r in which it was found before such work was undertaken, including, without limitation, restoration of landscaping and sod. 5. Any notice to be given or other document or documents to be delivered to either Party by the other hereunder may be delivered in person or may be deposited in the United States Mail in the State of California, duly registered or certified, with postage prepaid, or via an overnight courier service and addressed as follows: If to Grantee, to: Attn: City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Facsimile No.: (760) 322-8332 Telephone No.: (760) 323-8204 If to Grantor, to: MLR Tsai Investments LLC, a California Limited Liability Company 7110 Hollywood Blvd. Los Angeles, CA 90046 With a copy to: Jack in the Box Inc. 9330 Balboa Ave. San Diego, CA 92123-1516 Attn: RE Legal/ 3388 6. To the extent permitted by law, the City (or its contractor) shall indemnify, defend and hold harmless Grantor and JIB from all losses, liabilities, costs, damages, expenses, causes of action, suits, claims or judgments, including attorney's fees and costs, (collectively, "Claims') arising directly out of or in connection with any act or omission of City, its employees, representatives, agents, suppliers or subcontractors, pursuant to this Agreement or otherwise, provided, however, that the foregoing duty to defend, indemnify and hold harmless the Grantor from and against any Claims shall not apply to any Claims arising from the gross negligence or intentional misconduct of Grantor or JIB. 7. Grantor hereby warrants that they are the owners of the Property described above and that they have the right to grant City, its successors or assigns, permission to enter upon and use the Easement Area. Temporary Construction Easement Agreement Page 3 of 6 8. This Agreement is the result of negotiations between the Parties hereto. This Agreement is intended by the Parties as a final expression of their understanding with respect to the matters herein, and is a complete and exclusive statement of the terms and conditions thereof. 9. This Agreement shall not be changed, modified, or amended except upon the written consent of the Parties hereto. 10. This Agreement supersedes any and all other prior agreements or understandings, oral or written, in connection therewith. 11. Grantor, its assigns and successors in interest, shall be bound by all the terms and conditions contained in this Agreement, and all the Parties thereto shall be jointly and severally liable thereunder in accordance with Civil Code Section 1468. 12. City shall pay to Grantor the total sum of Nine Thousand Four Hundred Seventy-Three Dollars and Fifty-Three Cents ($9,473.53), (the "Rental Price"), for the right to enter upon and use Grantor's land in accordance with the terms hereof. Grantor hereby expressly and unconditionally waives any and all claims for damages, relocation assistance benefits, severance damages, interest, loss of goodwill, claims for inverse condemnation or unreasonable pre- condemnation conduct, or any other compensation or benefits, other than for payment of the Rental Price, it being understood that the Rental Price constitutes complete and full settlement of the City's right to enter, for a limited duration upon the Easement Area.. Payment shall be made within thirty (30) days after execution of this Agreement, or pursuant to the terms of and through the close of escrow if acquisition of the Temporary Construction Easement is associated with the City's acquisition from Grantor of permanent right-of-way over a portion of the Property. Grantor hereby acknowledges that it has been advised by its attorney and is familiar with the provisions of California Civil Code section 1542, which provides as follows: "A general release does not extend to claims which the Creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 13. Prior to commencing the use of the Easement Area, Grantee or its contractor shall provide Grantor and JIB with a certificate of insurance, evidencing general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence and naming Grantor and JIB as additional insured. Temporary Construction Easement Agreement Page 4 of 6 14. Grantee or its contractor shall notify the restaurant and JIB at least five (5) days prior to commencement of Grantee's work or use of the Easement Area. The Grantee will minimize any interference with JIB's business operations on the Property during the exercise of its easement rights. Additionally, Grantee shall maintain and not interfere with all utility services to the restaurant operating on the Property. 15. Grantee shall repair and replace any and all landscaping or other improvements which are damaged or disturbed, in any manner, by Grantee's work on the Easement Area. Said landscaping and improvements shall be restored to their prior condition, including the replacement of equivalent products (plants, etc.). 16. The Grantor hereby assigns to JIB the Rental Price due to Grantor by the City, and hereby authorizes the City to directly pay JIB the Rental Price. [SIGNATURE PAGE FOLLOWS] Temporary Construction Easement Agreement Page 5 of 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. GRANTEE: GRANTOR: CITY OF PALM SPRINGS, a California MLR Tsai Investments LLC, a California charter city and munici I corporation, Limited Liability Company �� By: David H. Ready, City Manager Ming ng Tsai, Manager A �� , , � 1� ATTEST: JIB'S CONSENT: �� Jack in the Box Inc., a Delaware By' corporation mes Thompson, City Clerk �, . By: APPROVED AS TO FORM: Name: Gael J. snider i J.8WW Its: AsulstaniSeorefi^� WOODRUFF, ADLIN & SMART By: Douglas C.11-16fland, Esq., i rney APPROVED BY CITY M;`iA,CER k_ 1�1353 A� Exhibit List Exhibit A -- Legal Description of the Easement Area Exhibit B -- Depiction of Easement Area Temporary Construction Easement Agreement Page 6 of 6 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of San Diego ) On August 3, 2016 before me, Holly Johnson, Notary Public, personally appeared Michael J. Snider who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. HOLLY JOHNSON COMM.02098670 p NOTARY PUBLIC,CALIFORNIA 9 1 certify under PENALTY OF PERJURY under the laws SANDIEGOCOUNTY of the State of California that the foregoing paragraph is CernnneionE*;*Feb.2 2019 true and correct. WITNESS my hand and official seal. Signature Signatur f N tary Public Place Notary Seal Above ------------------------------------------------- OPTIONAL -------------------------------------------------- Thouah the information below is not required by law,it may prove valuable to Persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document:Temporary Construction Easement Agreement JIB 3388 Document Date: August 3, 2016 Pages 12 + notary ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF 1e4 ) On 1�,4CT sk r ire, before me,q),n4Sfc.Y ) C�pt" -rzr� Notary Public, personally appeared rn 0 n who proved to me on the basis of satisf ctory evidence to be the person(K whose namq(-g)cware subscribed to the within instrument and acknowledged to me that t'she/they executed the same in h�/her/their authorized capacityoW, and that by &7her/their signature,W on the instrument the personr(s), or the entity upon behalf of which the person(s)'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. vANESSAM.LIC COTHRAN� `� COMM.42149408 9�H DiliJl� `/� SACRAMENTOCOUNTYAO Signature d w COMM EXPIRES APRIL 17.2020� My Commission Expires:*4�2D2_ This area for official notarial seal Temporary Construction Easement Agreement Exhibit "A" LEGAL DESCRIPTION OF THE EASEMENT AREA Temporary Construction Easement Agreement Exhibit "A" EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT APN 669-060-023 THAT PORTION OF LOT "A" OF LOT LINE ADJUSTMENT NO. 98-01, RECORDED JUNE 22, 1998 AS DOCUMENT NO. 254046 OF OFFICIAL RECORDS, SAID LAND BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY APPROVED FEBRUARY 29, 1856, MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING AT THE INTERSECTION OF THE CENTER LINE OF SOUTHERN PACIFIC RAILROAD WITH THE CENTER LINE OF INDIAN CANYON DRIVE (FORMERLY INDIAN AVENUE) AS SHOWN ON RECORD OF SURVEY FILED IN BOOK 18 OF RECORDS OF SURVEY AT PAGE 2 ON AUGUST 20, 1951; THENCE ALONG THE CENTER LINE OF SAID INDIAN CANYON DRIVE NORTH 00019'08" EAST 1136.57 FEET TO AN ANGLE POINT THEREIN, SAID POINT BEING THE ONE- SIXTEENTH SECTION CORNER OF SAID SECTION; THENCE CONTINUING ALONG SAID CENTER LINE NORTH 00019'24" EAST 913.36 FEET TO THE INTERSECTION WITH THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT "A"; THENCE LEAVING SAID CENTER LINE ALONG SAID EASTERLY PROLONGATION NORTH 76008'20" WEST 56.57 FEET TO THE SOUTHEAST CORNER OF SAID LOT "A", SAID POINT BEING A POINT ON A LINE PARALLEL WITH AND DISTANT 55.00 FEET WESTERLY OF THE EASTERLY LINE OF SAID NORTHEAST QUARTER OF SECTION 22, SAID EASTERLY LINE ALSO BEING THE CENTER LINE OF SAID INDIAN CANYON DRIVE; THENCE ALONG SAID PARALLEL LINE AND THE EASTERLY LINE OF SAID LOT "A" NORTH 00019'24" EAST 117.59 FEET TO THE SOUTHEAST CORNER OF A PUBLIC ROAD, DRAINAGE, AND UTILITY EASEMENT REC. FEBRUARY 10, 2010 AS DOCUMENT NO. 2010-0062303 OF OFFICIAL RECORDS; THENCE LEAVING SAID PARALLEL LINE ALONG THE SOUTHERLY LINE OF SAID EASEMENT NORTH 37054'33"WEST 1.62 FEET TO THE TRUE POINT OF BEGINNING; 1. THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00019'24"WEST 82.10 FEET; 2. THENCE NORTH 89040'50" WEST 5.00 FEET; 3. THENCE SOUTH 00019'24" WEST 5.00 FEET; 4. THENCE SOUTH 89040'50" EAST 5.00 FEET; 5. THENCE SOUTH 00°19'24" WEST 31.52 FEET TO SAID SOUTHERLY LINE OF LOT"A"; 6. THENCE ALONG SAID SOUTHERLY LINE NORTH 76°08'20" WEST 10.29 FEET; 7. THENCE LEAVING SAID SOUTHERLY LINE NORTH 00019'24" EAST 128.91 FEET TO THE SOUTHERLY LINE OF SAID EASEMENT; 8. THENCE ALONG SAID SOUTHERLY LINE SOUTH 37054'33" EAST 16.16 FEET TO THE TRUE POINT OF BEGINNING. AREA = 1,213 SQUARE FEET, MORE OR LESS SEE EXHIBIT "B"ATTACHED AND BY THIS REFERENCE MADE A PART HEREOF. Page 1 of 2 I EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT APN 669-060-023 THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE BASED ON THE CALIFORNIA COORDINATE SYSTEM OF 1983, ZONE 6. MULTIPLY DISTANCES SHOWN BY 1.00002570 TO OBTAIN GROUND DISTANCES. SIGNATURE f I� ` t 11-30-2015 v��g6� SAND g `�P MICHAELA. HAVENER DATE PLS 7354 * No. 7354 �e Q` cA4L Page 2 of 2 Exhibit "B" DEPICTION OF THE EASEMENT AREA Temporary Construction Easement Agreement Exhibit "B" GARNET A VEND EXHIBIT UBU PUBLIC ROAD, DRAINAGE, BNDN-PLOTTABLE EASEMENTS E AND UTILITY EASEMENT REC. RIGHT-OF-WAY FOR DITCHES OR CANALS 2/10/2010 AS DOC. NO. CONSTRUCTED BY THE AUTHORITY OF THE 2010-0062303 O.R. UNITED STATES AND RESERVING UNTO T.P.O.B. THE UNITED STATES, ITS PERMITTEES OR LICENSEES, THE RIGHT TO OCCUPY AND �s F TICE USE ANY PART OF SECTION 22 LYING P DIR N r 1 if d" � I WITHIN FIFTY FEET OF THE CENTER LINE Jr rr�r )��r ��it 6' OF THE TRANSMISSION LINE RIGHT-OF-WAY r OF OF THE COACHELLA VALLEY ICE AND ` ELECTRIC COMPANY REC. 11/23/1921 IN J r G, 22 BK. 8, PG. 204 OF PATENTS. r rl r) r O 1 iJ J ri. -r r Q! rl J\IJ mPi LINE TABLE J. � LINE BEARING LENGTH L1 N 89'40'50' W 5.00' APN 669-060-023 ^ �i L2 S 0019'240 W 5.00' r N• Z < L3 S 89.40'50' E 5.00' J J ��H w�T� Q a L4 S 0019'24' W 31.52' o U Z zle 'm /N W WWN yN�� � O J N Q v N N z O L2 z Z �j 55' S1 SE CDR O LAND qL�` LOT 'A' v� P ^ F°o N76 lQ290' ' �N,565�0• w 17 �20` w —I No. 7354 1.03, 9 �, S 76�20' f n OF CA1 �EO� ✓ ch , r rn g z 0 15 30 60 w I FrFN� MULTIPLY DISTANCE BY 1.00002570 LC TO OBTAIN GROUND DISTANCES '6 o, M T TEMPORARY CONSTRUCTION EASEMENT (TCE) o P.O.C. LL AREA = 1,213 SO. FT., MORE OR LESS z INT. OF THE CENTER LINE OF INDIAN CANYON DR. (INDIAN AVE.) P.O.C. POINT OF COMMENCEMENT AND SOUTHERN PACIFIC RAILROAD AS SHOWN ON ROS 18/2 T.P.O.B. TRUE POINT OF BEGINNING SHEET 1 OF 1 SHEETS SCALE REMSED BY: DATE: MY OF PALM SPRINGS 1' = 30' DRAWN BY: KA DATE:4-30-15 DOC. NO. INDIAN CANYON DRIVE WIDENING CHECKED BY: MH DATE:11-30-15 APN 669-060-023 APPROVED BY: DATE: MLR TSAI INVESTMENTS LLC M. No.