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HomeMy WebLinkAbout06367 - PALM SPRINGS PARTNERS LLC ACQUISITION OF RIGHT OF WAY FOR ICD/I10 INTCHG WIDENING PROJECT DOC # 2013-0346379 07/28/2013 09:02A Fee:NC Page 1 of 8 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder WHEN RECORDED RETURN TO: 111111111111111111111111111111111111111111111111111111 Attn: James Thompson City Clerk S R U PAGE SIZE DA MISC LONG RFD COPY CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way / L Palm Springs, CA 92262 M A L 465 426 PCOR 4CORSMFkCHGAM {� ge. .v. SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording changes under Government Code§6103 512 GRANT OF EASEMENT DEED A�b� APN: 669-091-017 and 669-091-018(portion) This transfer is exempt from Documentary Transfer Tax pursuant to Revenue&Taxation Code§ 11922. THE UNDERSIGNED SELLER DECLARE: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, PALM SPRINGS PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY hereby GRANTS to: CITY OF PALM SPRINGS, a municipal corporation, an easement for public road and drainage purposes, including public utility and public services purposes, over, upon, across, and within the real property in the County of Riverside, State of California, more particularly set forth on Exhibit A and depicted on Exhibit B attached hereto and incorporated herein by this reference. TOGETHER with: 1. All tenements, hereditaments and appurtenances, including easements and water rights, if any, thereto belonging or appertaining, and any reversions, remainders, rents, issues or profits thereof; and 2. All rights, title, and interests of Seller in and under all covenants, conditions, restrictions, reservations, easements, and other matters of record, including, without limitation, all rights as "Declarant" under any Declarations of Covenants, Conditions and Restrictions ("Declarations") of record. SAID GRANT BEING FURTHER SUBJECT TO: 1. General and special real property taxes for the current fiscal year and all later years. 2. All assessments imposed by a duly empowered governmental entity, whether or not of record. 3. Any and all declarations, covenants, conditions, restrictions, easements, reservations (including, but not limited to, reservations and exceptions to the mineral estate), rights, and rights of way of record. Date: Palm Springs Partners, LLC, A California Limited Liability Company By: John Waddell, Manager IIIIIII IIIIIII IIII IIII IIIII IIIIII IIIIII III IIIII IIII IIII 07��� 2�,f Py,F2R ACKNOWLEDGEMENT STATEOFeAHF@RM1tLiA(\1-0VAa ) COUNTY OF \mil ) ss.) On ( (�C�f(`� �I�� before me, 1 Notary Public, personally appeared ti�w I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. NESS my hand and ;fficial seal CARissAsosA 'P NOTARY PUBLIC-ARIZONA MaricopaCounty My Commission Expires SI ature ' July 14,2015 My Commission Expires: - I This area for official notarial seal 2F1t3 O'i46'73 'i I IIIIII IIIIIII IIII IIII(IIII IIIIII IIIIII III IIIII IIII IIII o"ia'?e�r e'ezFi ASSESSOR'S PARCEL NO.'S Exhibit "A" 669-091-017 AND 669-091-018 LOCAL RIGHT-OF-WAY ACQUISITION For public road purposes, that portion of the West half of Section 23, Township 3 South, Range 4 East, San Bernardino Meridian, 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 Northwest corner of said Section 23; thence along the North line of said Section 23 N.88051'42"E., 16.769 meters to the Easterly Right-of-Way line of North Indian Canyon Drive (16.764 meters Easterly, as measured at right angles from centerline), said point also being the TRUE POINT OF BEGINNING; thence (1) along said Easterly Right-of-Way line S.00019'24"W., 48,926 meters to a tangent 4.572 meter radius curve to the left; thence (2) along said curve through a central angle of 69042'17", an arc length of 5,562 meters; thence leaving said Right-of-Way (3) N.30019'26'VV., 4.779 meters; thence (4) N.00019'24"E., 40.912 meters, thence (5) S.89040'36"E., 1.325 meters; thence (6) N.00019'24"E., 8.239 meters to said North line of Section 23; thence (7) along said North line S.88051'42"W., 1.876 meters to the TRUE POINT OF BEGINNING. The bearings and distances used in the above descriptions are on the California Coordinate System of 1983, Zone 6. To convert meters to the U.S. Survey Foot, multiply distances by 3937/1200. Page 1 of 2 1111111111111111 III 11111111111111111 III III 11111 III 97 zr�i 4 0of4 fs a F Area = 41.684 sq. meters, 0.0042 hectares rlG W lT 1,AND SU Michael A. Havener, PLS 7354 Date �4�\ ��0. M4 `F4�1 0 a No.7354 ¢- NT 9TFOF CA'.-�F/ Page 2 of 2 IIIIIIIII I IIIII IIIII II II III III III II III 07/115H of ei 02A EXHIBIT " B " GRANT OF EASEMENT TO THE CITY OF PALM SPRINGS FOR PUBLIC ROAD PURPOSES REC. 9/16/2009 AS DOC. g2009-0482152 O.R. < GRANT DEED TO THE CITY OF PALM SPRINGS PAR, I FOR STATE HIGHWAY PURPOSES REC. 9/16/2009 I,L,A, 98-08 o AS DOC. #2009-0482151 O.R. r�77 IRrPC, AllrJ3T 31, 1998 INST. JN0, 388379 n.R, P.O.C. f �- L1 m �� SECTION LINE GRANT OF R/W TH C;:)" oe 55 OF PALM SPRINGS 0 REC. 11/4/1998 PAR, I 16.764 _ _ AS INSTR. NO. 479809 O.R. I ,LA, 94 07 ' m 0.550 m _ APN 669-091-017 Rr D5-G, 391 1994 .r N N oZ Q � AP _RO' Z ¢ INST. No, 483887J.,�, J Slow 0C Z 3 ON AS nt ; UAfLc' 1 Z O 70// ��� APN 669-091-018 Syr 669-09 o/ ggj G Z TABULATED LR E DATA Z Q \� LINE BEARING LENGTH U / / Li N 88'51'42' E 16.769 m L2 S 00'19'24' W 48.926 m A=69'42'i7' L3 N 30'19'26' W 4.779 m L4 N 00*19*240 E 40.912 m R=4.572 m o ^ L5 S B9'40'36' E 1.325 m L 5.562 m n� A NET L7 S 88'511'42" W 11.876 m AVE LEGEND �o LAND s� LOCAL RIGHT-OF-WAY ACQUISITION AREA A. AREA = 41.684 SQ. METERS (0.0042 HECTARES) v ap -F7-T7--F-FT ACCESS PROHIBITED A P.O.C. POINT OF COMMENCEMENT * No. 7354 T.P.O.B. TRUE POINT OF BEGINNING OF CA��FO�a R/W RIGHT-OF-WAY DISTANCES ARE IN METERS UNLESS CITY OF PALM SPRINGS PAR. NO. : N/A OTHERWISE NOTED. MULTIPLY DISTANCES BY 1.00002594 TO OBTAIN GROUND PREPARED BY: KA/MH LEVEL DISTANCES. TO CONVERT METERS PROJECT: 1-10/INDIAN AVENUE INTERCHANGE SCALE: NOT TO SCALE TO U.S. SURVEY FOOT MULTIPLY DISTANCES BY 3937/1200. DATE: 6-4-12 SHEET 1 OF 1 SHEET ,�1,F0�f4�4,9 �F 11111111111111111111 Jill Jill011 11©11-0£463792A Recorder LARRY W. WARD P.o.Box 751 COUNTY OF RIVERSIDE Riverside,CA 94502-0751 (951)486-7000 ASSESSOR-COUNTY CLERK-RECORDER wa .riversideacrcom CERTIFICATION Pursuant to the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the following is a true copy of illegible wording found in the attached document: (Print or type the Ipage number(s) and wording below): 1 1 ;,, + . No . 5� No Ll I � A3 I I 1 i 1 I i Date: /3 Signature:` Print Name: �(z �i ACR 601P-AS4R80(Aev.09R005) AVail6ble in Alternate Formats CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by GRANT DEED Real property in the City of Palm Springs, County of Riverside, State of California, as described: Land described in Exhibit "A" APN: 669-091-017 and 669-091-018 dated: March 20, 2013 from, Palm Springs Partners, LLC. a California Limited Liability Company Grantor, to the City of Palm Springs, a municipal corporation and charter city, Grantee, is hereby accepted by the City Clerk of said City of Palm Springs, on this 4th day of June, 2013, pursuant to authority granted by the City Council of said City, by Resolution No. 20255 made on the 16th day of January, 2002, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 4th day of June, 2013. JAMES THOMPSON Cl Clerk (IIIIIIII IIIIIIII IIIIIIIIIIIIIIII III cz20r8 f4es�eza CITY OF PALM SPRINGS OFFER TO PURCHASE PROJECT: 1/10 — Indian Avenue Interchange PARCEL: APN: 669-091-017 and 669-091-018 OWNER: PALM SPRINGS PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY The CITY OF PALM SPRINGS hereby makes you an offer of Seven Thousand Four Hundred Sixty Five Dollars ($7,465) as the purchase price for a portion of the land known as Assessor's Parcel Numbers 669-091-017 and 669-091-018. You are not required to vacate your property until payment of the purchase price has been made available to you. Your signature on the Offer to Purchase is strictly for the purpose of verification that such an offer has been made. The previously sent pamphlet explains your rights as a property owner. THIS IS NOT A CONTRACT TO PURCHASE, BUT MERELY AN OFFER TO PURCHASE FOR THE AMOUNT INDICATED ABOVE, WHICH IS SUBJECT TO THE CITY COUNCIL'S APPROVAL. Dated: J9 /� By-� — David H. Ready anager Received a copy of the above offer this ,a� day of , 20 �3 Palm Springs Partners, LLC, AA California Limi d U bility Company APPROVED BY Madde6ll, anager S�ydfl/3 QQ�i 2a to l 0`b �b3�1 APPROVED BY CITY COUNCIL a•ao -0ti 2 (� pf�dlo 858975.1 Z STATEMENT OF JUST COMPENSATION Pursuant to a Resolution of the City Council of the City of Palm Springs (Authority), the City of Palm Springs (Buyer) is in the process of acquiring private property necessary for public use. We are prepared to purchase a portion of your property with title being subject only to any existing easements or restrictions of record. In compliance with Section 301 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, Public Law 91-646, and/or Chapter 16 of Division 7 of Title I of the Government Code, an estimate of just compensation in the amount of Seven Thousand Four Hundred Sixty Five Dollars ($7,465) has been made for the interest to be acquired in your property (see "Legal Description"). This amount is based upon an approved appraisal and is not less than the appraiser's opinion of fair market value which he determined after a personal inspection of your property, at which time, you or your representative were given the opportunity to accompany him. The appraisal takes into consideration the location of your property, its highest and best use, and current sales of properties similar to your property. 1. DEFINITION OF FAIR MARKET VALUE The definition of fair market value as it applies herein is contained in Section 1263.320 of the Code of Civil Procedure of California, which is quoted in part as follows: "(a) The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by the seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available." Just Compensation includes amounts for the land, improvements, severance damage if any, and other elements as follows: LAND $7,465 IMPROVEMENTS $0 DAMAGE TO THE REMAINDER $0 TEMPORARY CONSTRUCTION EASEMENT $0 OTHER $0 TOTAL $7,465 958975.1 Any increase or decrease in the market value caused by the public improvement or project for which the property is to be acquired, or by the likelihood that the property would be acquired for such improvement or project, other than due to physical deterioration within the reasonable control of the owner, has been disregarded in making the determination of just compensation. LEGAL DESCRIPTION: A Public Road and Utility Easement over the real property in Riverside County, California, described as follows: EXHIBIT "A" (Legal Description) 858975.1 Ii Previously mailed to you was a copy of 'Information Brochure Regarding Your Rights under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970". STATEMENT OF OWNER(S1 I/We/They have been informed of my/our/their rights under Public Law 91-646 and State Statutes. (Initials) I/We/They have read and understand the Statement of Just Compensation. (Initials) There are persons living on the property. Yes No There are businesses being conducted on the property by others. Yes No The following are living or are conducting business on the property (including owner if in occupancy): Give name and address. Signatures on this form do not constitute agreement on value, but only serve to indicate receipt of the form. Signature by owner(s) regarding relocation assistance information does not in any way obligate owner(s), but only serves to provide the agency with information for relocation planning. Dated: By David H. Ready, ' Wage Received a copy of the above offer this day of Palm Springs Partners, LLC, A Calif L' it abili Company At 7,x1-ova By: ___ John dell, Manager co,.jw s APPROVED BY CITY COUNCIL 01/08/ 001 PG V9 4 APPROVED rBy CITY COUNCIL 12.424 L17�. �17 ��•�(J 858975.1 r ASSESSOR'S PARCEL NO.'S Exhibit "A" 669-091-017 AND 669-091-018 LOCAL RIGHT-OF-WAY ACQUISITION For public road purposes, that portion of the West half of Section 23, Township 3 South, Range 4 East, San Bemardino Meridian, 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 Northwest corner of said Section 23; thence along the North line of said Section 23 N.88051'42"E., 16.769 meters to the Easterly Right-of-Way line of North Indian Canyon Drive (16.764 meters Easterly, as measured at right angles from centerline), said point also being the TRUE POINT OF BEGINNING; thence (1) along said Easterly Right-of-Way line S.00°19'24"W., 48.926 meters to a tangent 4.572 meter radius curve to the left; thence (2) along said curve through a central angle of 69042'17", an arc length of 5.562 meters; thence leaving said Right-of-Way (3) N.30019'26"W., 4.779 meters; thence (4) N.00019'24"E., 40.912 meters; thence (5) S.89040'36"E., 1.325 meters; thence (6) N.00019'24"E., 8.239 meters to said North line of Section 23; thence (7) along said North line S.88051'42"W., 1.876 meters to the TRUE POINT OF BEGINNING. The bearings and distances used in the above descriptions are on the California Coordinate System of 1983, Zone 6. To convert meters to the U.S. Survey Foot, multiply distances by 3937/1200. Page 1 of 2 4: Area = 41.684 sq. meters, 0.0042 hectares `/ N✓ww /T K7G vt�w - 4' - ZO!2 �O BAN D SUNG Michael A. Havener, PLS 7354 Date Ecp.7AJ ua No.7354 `¢ ��9TFCF CA��F��= Page 2 of 2 EXHIBIT " B " GRANT OF EASEMENT TO THE CITY OF PALM SPRINGS FOR PUBLIC ROAD PURPOSES REC. 9/16/2009 AS DOC. #2009-0482152 ,i O.R. GRANT DEED TO THE CITY OF PALM SPRINGS PAR, i M I FOR STATE HIGHWAY PURPOSES REC. 9/16/2009 I,L,A. 98�013 o AS DOC. /2009-D482151 O.R. j99$ > RAC. AUGUST 31 F ���� INST. NO, 368379 D.R. P.O.C.Ll `L7 22 223 /� J rb SECTION LINE Q� e c� ?� N.L5 GRANT OF R/W TO THE CITY 16.764 �� AOF S PALM SPRINGS REC. 9 O.R. /1998 PAR, i W m _ L,L.A. 94-07 0.550 m ` — _ APN 669-091-017 RAC, DEC. 30, 1994 N Of — _ INST, ND. 483867 D.R. / ROX�� Z y// , � A ASSgpOc' I Z O no/ `� APN 669-091-018 SPIT 669-09 o/ 4j O- . Z �i/ ��1, TABIRAhD LINE DATA Z Q �� / LINE BEARING LENGTH L1 N 8851'4f E 16.769 m L2 S 0019'24' W 48.926 m L3 N 3019'26' W 4.779 m A=69'42'17-V 14 N 0019 24' E 40.912 m R=4.572 m E o CAR Ls S 89'40'36' E 1.325 m L=5.562 m A f�� cv A r Y L6 N 00'19'24' E 8.239 m L7 S 8851'42" W 1.876 m LEGEND o 1_ANO S� LOCAL RIGHT-OF-WAY ACQUISITION AREA �a5� A. 'PL AREA = 41.684 SQ. METERS (0.0042 HECTARES) �v4'�1 Fo �r ACCESS PROHIBITED A P.O.C. POINT OF COMMENCEMENT * No. 7354 T.P.O.B. TRUE POINT OF BEGINNING sr' CALIFO��`P R/W RIGHT-OF-WAY Op DISTANCES ARE IN METERS UNLESS CITY OF pql SPRINGS PAR. NO. : N/A OTHERWISE NOTED. MULTIPLY DISTANCES BY 1.00002594 TO OBTAIN GROUND PREPARED BY. KA/MH LEVEL DISTANCES. TO CONVERT METERS PROJECT.• 1-10/INDIAN AVENUE INTERCHANGE SCALE; NOT TO SCALE TO U.S. SURVEY FOOT MULTIPLY DISTANCES BY 3937/1200. DATE: 6-4-12 ISHEET I OF 1 SHEET Project: 1-10 and Indian Avenue Interchange Project No.: 001 PG APN: 669-091-017 and 669-091-018 RIGHT-OF-WAY AGREEMENT FOR ACQUISITION OF REAL PROPERTY THIS RIGHT-OF-WAY AGREEMENT FOR ACQUISITION OF REAL PROPERTY (the "Agreement") is made and entered into as of , 20�, by and between the CITY OF PALM SPRINGS, a municipal 6orporation ("Buyer") and PALM SPRINGS PARTNERS, 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 four hundred and forty nine (449) 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 Nos. 669-091-017 and 669-091-018, more particularly described on Exhibit A attached hereto (the "Property"). B. Seller desires to convey to Buyer and Buyer desires to acquire from Seller the Property, in accordance with the terms and conditions contained in this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by Seller, Buyer and Seller hereby agree as follows: AGREEMENT 1. PURCHASE AND SALE. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to acquire and purchase from Seller, the Property. As used herein the "Property" shall include the real property legally described on Exhibit A and depicted on Exhibit B, and all of Seller's right, title and interest in and to any and all entitlements, tenements, hereditaments, easements, easement rights, rights to half-widths of all adjacent public streets and public rights of way, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant thereto and all improvements located thereon. 2. PAYMENT. Upon Seller's delivery of the executed easement deed described hereinbelow in Sections 3.1 and 3.2 of this Agreement (and in exchange therefor), the Buyer shall tender a check in the amount of Seven Thousand Four Hundred and Sixty Five Dollars ($7,465) made payable to PALM SPRINGS PARTNERS, 1 858975.1 LLC. The tender of the check and delivery of the executed easement deed shall be made in a mutual exchange to occur at the law offices of John O'Laughlin 30342 Esperanza, Rancho Santa Margarita, CA, 92688. The exchange shall occur at a mutually agreed-upon time, but no later than 5 business days after the Buyer provides a satisfactory easement deed to Seller as provided hereinbelow in Sections 3.1 and 3.2 of this Agreement. 3. EXECUTION AND DELIVERY OF EASEMENT DEED. 3.1. Seller agrees to execute and deliver to the Buyer the Grant of Easement Deed (a true and correct copy of which is attached hereto as Exhibit C and hereinafter referred to as "Easement Deed"), conveying an easement to the Seller for Indian Avenue and Garnet Avenue. 3.2. Seller shall execute and deliver the Easement Deed in a mutual exchange as provided in Section 2 above. 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 recordation of the Easement Deed: 4.1.1 Seller's Authority. Seller is the sole owner in fee simple absolute of the Property and has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. 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 Intentionally Omitted. 4.1.3 Endangered Species. To Seller's knowledge, there are no endangered species or protected natural habitat, flora or fauna located on the Property, nor is any portion of the Property located in what is or may be designated as a wetland. 4.1.4 Mechanic's Liens. There are no mechanics', material men's or other claims or liens presently claimed or which will be claimed against the Property for work performed or commenced prior to the date of this Agreement or relating to the environmental condition of the Property. Seller agrees to hold Buyer harmless from all costs, expenses, liabilities, losses, charges and fees, including without limitation attorneys' fees, arising from or relating to any such lien or any similar lien claimed against the Property and arising from work performed or commenced prior to the recordation of the Easement Deed. 4.1.5 Intentionally Omitted. 2 ssav?s.1 4.1.6 Other Facts and Circumstances. There are no other facts or circumstances known to Seller that would preclude, prevent or impair the development of the Property. 4.1.7 No Untrue Statements or Omissions of Fact. Neither this Agreement, nor any of the exhibits hereto, nor any document, certificate, or statement referred to herein or furnished to Buyer in connection with the transaction contemplated herein (whether delivered prior to, simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material fact or, omits to state a material fact in any way concerning the Property, or otherwise affecting or concerning the transaction contemplated hereby. Each of the representations and warranties made by Seller in this Agreement, or in any exhibit, or on any document or instrument delivered pursuant hereto shall be continuing representations and warranties which shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the recordation of the Easement Deed 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 recordation of the Easement Deed. Seller shall immediately notify Buyer of any fact or circumstance which becomes known to Seller which would make any of the foregoing representations or warranties untrue. 4.2. Buyer's Representations and Warranties. Buyer represents and warrants to Seller as follows, all of which shall survive the recordation of the Easement Deed: 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. Neither this Agreement, nor any of the exhibits hereto, nor any document, certificate, or statement referred to herein or furnished to Seller in connection with the transaction contemplated herein (whether delivered prior to, simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material fact or, omits to state a material fact in any way concerning the Property, or otherwise affecting or concerning the transaction contemplated hereby. 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 recordation of the Easement Deed, 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 3 858975A precedent to the recordation of the Easement Deed. Buyer shall notify Seller immediately of any facts or circumstances which are contrary to the foregoing representations and warranties contained in this Section 4.2. 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. 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 County of Riverside, wherein the herein described property is included 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 named defendant, upon the recordation of the Easement Deed, 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 Property and any rights which exist or may arise out of the acquisition of the Property 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 Property 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 Property 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 recordation of the Easement Deed or earlier termination of this Agreement. 4 858975.1 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 agrees 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 recordation of the Easement Deed. 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. Headings. Headings used in this Agreement are for convenience of reference only and are not intended to govern, limit, or aide in the construction of any term or provision hereof. 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 5 858975.1 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. 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. 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 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: 6 858975A If to Buyer, to: Attn: James Thompson 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 With a copy to: Attn: Craig Olsen Right-of-Way Acquisition Agent County of Riverside 3403 10"' Street Riverside, CA 92501 Facsimile No.: (951) 955-4840 Telephone No.: (951) 955-4822 If to Seller, to: Attn: John Waddell 31878 Del Obispo, #118-488 San Juan Capistrano, CA 92675 Telephone No.: (949)436-2980 Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the second day following deposit of same in any United States Post Office mailbox in the state to which the notice is addressed or on the third day following deposit in any such post office box other than in the state to which the notice is addressed, postage prepaid, addressed as set forth above. Notices sent via telecopy shall be deemed delivered the same business day transmitted. 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. Delivery of a copy of a notice as set forth above is as an accommodation only and is not required to effectuate notice hereunder. 7.13. Survivability. All covenants of Buyer or Seller which are intended hereunder to be performed in whole or in part after delivery of Deed and all representations, warranties, and indemnities by either Party to the other, shall survive delivery of the Deed, 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 Property is the Purchase Price, which consideration covers all land and improvements, attached or detached furniture, fixtures and equipment, loss of business goodwill, and is the full 7 858975A and complete acquisition cost of the Property. Buyer is in compliance with the California Relocation Assistance and Real Property Acquisition statutes and guidelines and the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs. 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 Property. 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." ler's Initials 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. (Signatures on following page) 8 858975.1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. BUYER SELLER CITY OF PALM SPRINGS, a municipal Palm Springs Partners, LLC, corporation, A Califo is mrt/�/�Liab' 'ty Co By: BY. David H. Ready ��I Y ohn Waddell, Ma ager City Manager I Attest: B . ames Thompson City Clerk APPROVED AS TO FORM: WOOD U SPRADLIN & SMART J' `d D BY CITY COUNCIL By: C' ou C. Holland, Esq. City Attorney APPROYLED BY CITY DG,lCi! Q2 h a ld•1�n5 Exhibit List P�b3�1 Exhibit A -- Legal Description of the f Property Exhibit B -- Depiction of Property Exhibit C -- Form of Grant of Easement Deed CO:ra/0130131001 PG/15.650 9 858975.1 ASSESSOR'S PARCEL NO.'S Exhibit "A" 669-091-017 AND 669-091-018 LOCAL RIGHT-OF-WAY ACQUISITION For public road purposes, that portion of the West half of Section 23, Township 3 South, Range 4 East, San Bernardino Meridian, 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 Northwest corner of said Section 23; thence along the North line of said Section 23 N.88°51'42"E., 16.769 meters to the Easterly Right-of-Way line of North Indian Canyon Drive (16.764 meters Easterly, as measured at right angles from centerline), said point also being the TRUE POINT OF BEGINNING; thence (1) along said Easterly Right-of-Way line S.00019'24"W., 48.926 meters to a tangent 4.572 meter radius curve to the left; thence (2) along said curve through a central angle of 69042'17", an arc length of 5.562 meters; thence leaving said Right-of-Way (3) N.30019'26"W., 4.779 meters; thence (4) N.00019'24"E., 40.912 meters; thence (5) S.89040'36"E., 1.325 meters; thence (6) N.00019'24"E., 8.239 meters to said North line of Section 23; thence (7) along said North line S.88051'42"W., 1.876 meters to the TRUE POINT OF BEGINNING. The bearings and distances used in the above descriptions are on the California Coordinate System of 1983, Zone 6. To convert meters to the U.S. Survey Foot, multiply distances by 3937/1200. Page 1 of 2 Area = 41 .684 sq. meters, 0.0042 hectares Michael A. Havener, PLS 7354 Date CJ ��0. �r�J\ c EnL 12 31113p No.7354 Q 0. tiro OF CA``\��'' Page 2 of 2 EXHIBIT " B " GRANT OF EASEMENT TO THE CITY OF PALM SPRINGS FOR PUBLIC ROAD PURPOSES REC. 9/16/2009 AS DOC. #2009-0482152 O.R. GRANT DEED TO THE CITY OF PALM SPRINGS BAR' FOR STATE HIGHWAY PURPOSES REC. 9/16/2009 ,LA, 98-08 o AS DOC. #2009-0482151 O.R. (^ 44 RCS✓. AUG-UST 31, 1998 IF �a JNST, NO, 363379 D.R. �1-7 - -�, ��> — T - - - - - - �lv Ll 22 23 � ��� r� sEcnoN LINE 4e�e CITY`5�_f OF PALM SPRINGS REC. 11/4/1998 PAR,. I 16.764 _ _ AS INSTR. NO. 479809 O.R. I ,L,A, 94-'07 m 0.550 m APN 669-091-017 RJG, DrG, 30, 1994 t _ JN37, NO, 433867 0,R, Z �PRp Z Q 3 SFI01yy ON A UNf 0 Z •��� APN 669-091-0111 S DR Ir 669-09 Izo � � - o� gg/ G• I ' Z TABULATED LIE DATA Z Q ~�+ LINE BEARING LENGTH U // L7 N 88'51'42' E 16.769 m L2 S 00'19'24' W 48.926 m 6=69'42'17' L3 N 30'19'26' W 4.779 m R=4.572 m F L4 N 00-19*24* E 40.912 m o G I S 8940'36' E 1.325 m L=5.562 m gRNET L6 N 0019'24' E 8.239 m A ` t L7 S 88-51'42 y ' W 1 1.876 m LEGEND :,D LAND SU C� LOCAL RIGHT-OF-WAY ACQUISITION AREA A. H,1 RAF AREA = 41.684 SQ. METERS (0.0042 HECTARES) v4'�P o ACCESS PROHIBITED A P.O.C. POINT OF COMMENCEMENT No. 7354 T.P.O.B. TRUE POINT OF BEGINNING �T9 R�\P or CaoFp R/W RIGHT-OF-WAY DISTANCES ARE IN METERS UNLESS CITY pF PALM SPRINGS PAR. NO. : N/A OTHERWISE NOTED. MULTIPLY DISTANCES BY 1.00002594 TO OBTAIN GROUND PREPARED BY: KA/MH LEVEL DISTANCES. TO CONVERT METERS PROJECT: 1-101INDIAN AVENUE INTERCHANGE SCALE: NOT TO SCALE TO U.S. SURVEY FOOT MULTIPLY DISTANCES BY 3937/1200. DATE: 6-4-12 SHEET 1 OF 1 SHEET EXHIBIT C FORM OF GRANT OF EASEMENT DEED RECORDING REQUESTED BY Stewart Title WHEN RECORDED RETURN TO: Attn: James Thompson 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 changes under Government Code§6103 GRANT OF EASEMENT DEED APN: 669-091-017 and 669-091-018(portion) This transfer is exempt from Documentary Transfer Tax pursuant to Revenue&Taxation Code § 11922. THE UNDERSIGNED SELLER DECLARE: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, PALM SPRINGS PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY hereby GRANTS to: CITY OF PALM SPRINGS, a municipal corporation, an easement for public road and drainage purposes, including public utility and public services purposes, over, upon, across, and within the real property in the County of Riverside, State of California, more particularly set forth on Exhibit A and depicted on Exhibit B attached hereto and incorporated herein by this reference. TOGETHER with: 1. All tenements, hereditaments and appurtenances, including easements and water rights, if any, thereto belonging or appertaining, and any reversions, remainders, rents, issues or profits thereof; and 858975.1 2. All rights, title, and interests of Seller in and under all covenants, conditions, restrictions, reservations, easements, and other matters of record, including, without limitation, all rights as "Declarant' under any Declarations of Covenants, Conditions and Restrictions ("Declarations") of record. SAID GRANT BEING FURTHER SUBJECT TO: 1. General and special real property taxes for the current fiscal year and all later years. 2. All assessments imposed by a duly empowered governmental entity, whether or not of record. 3. Any and all declarations, covenants, conditions, restrictions, easements, reservations (including, but not limited to, reservations and exceptions to the mineral estate), rights, and rights of way of record. Date: Palm Springs Partners, LLC, A California Limited Liability Company By: John Waddell, Manager 858975.1 ACKNOWLEDGEMENT 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 person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (SIGNATURE NOT REQUIRED) Signature My Commission Expires: This area for official notarial seal 858975.1 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by Grant of Easement Deed from , Grantor, dated , 20_, to the City of Palm Springs, a municipal corporation and charter city, Grantee, is hereby accepted by the City Clerk of said City, by the order of the City Council of the City of Palm Springs on the day of , 20_, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. CITY OF PALM SPRINGS By: (SIGNATURE NOT REQUIRED) Name: James Thompson Title: City Clerk DATED: 20_ 858975.1 ESTOPPEL CERTIFICATE G & M Oil Company, Inc. ("Lessee") PROJECT: 1-10 / Indian Ave Interchange Project No.: 001 PG APN: 669-091-017 and 669-091-018 TO: CITY OF PALM SPRINGS ("City") 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Lessee hereby certifies that: 1. Lessee is the tenant in possession of 6600 N. Indian Canyon Drive, Palm Springs, CA (the "Premises"). 2. Lessee holds the Premises under a written lease entered into between Chevron U.S.A. Inc. (Lessee's predecessor in interest), as lessee and Palm Springs Partners, LLC, as lessor ("Lessor") dated January 19, 1998 ("Lease"). A copy of the Lease is attached to this certificate. There are no other agreements between Lessee and Lessor. 3. The present rent on the Premises is $5,077.00 per month. The rent has been paid through September, 2012. Lessee has paid $0.00 as a security deposit. 4. Lessee has not assigned the Lease or sublet the Premises. 5. Lessee has the option of extending the term of the Lease. 6. Lessee does not have an option to purchase the Premises or any other interest in the Premises other than the Lease. 7. As of the date of this certificate, Lessee is not in default in the performance of the Lease and Lessee has not committed any breach thereof. 8. To the best of Lessee's actual knowledge, Lessor is not in default in the performance of the Lease and has not committed any breach thereof. 9. Lessee has no claim against Lessor for any deposits except the above- mentioned security deposit. 10, To the best of Lessee's actual knowledge, as of the date of this certificate, Lessee has no defenses or offsets it could allege in any action brought against it for rents accruing under the Lease. 1 11. Lessee acknowledges that City is acquiring an easement for public road and drainage purposes, including public utility and public services purposes, Lessor, as more specifically set forth in that certain Right-of-Way Agreement for Acquisition of Real Property between Lessor and the City, which may affect the Premises. Lessee further acknowledges that City is entering into a negotiated agreement with Lessor in lieu of an action in eminent domain. Lessee acknowledges that full payment for said interest shall be paid to Lessor including but not limited to any consideration which may be due Lessee for loss of goodwill, business interruption, or any other basis or cause of action whatsoever. Lessee warrants that by execution of this certificate it is estopped from asserting a claim against the City for any reason or on any basis whatsoever related to the City's acquisition of the above-mentioned temporary interest in real property from Lessor. Further, Lessee hereby releases the City from any liability whatsoever as it relates to the City's acquisition of an interest in real property from Lessor as it affects the Premises. Lessee hereby affirms that it is not owed any compensation by and from the City as relates to the aforesaid acquisition. 12. Lessee makes this certificate with the understanding that City is considering acquiring an interest in real property from Lessor and that if City does acquire the interest, it will do so in material reliance on this certificate. Executed on March E,, 2013, at 0 �'CkAA County, California. Lessee declares under penalty of perjury that the foregoing is true and correct. G & M Oil Co., L i `"�— By: Name: Geoc� ee fir- rye �3o;1 Its: Pr e5 4t,x By: Name: Its: 2 aimoo Chevron GROUND LEASE THIS GROUND LEASE ("Lease") is entered into by and between PALM SPRINGS PARTNERS, LLC, a California limited liability company, hereinafter referred to as "Lessor", and CHEVRON U. S. A. INC., a Pennsylvanic�orrporation, hereinafter referred to as "Lessee", and is made effective as of 1 01 '199$(the "Effective Date"). nhereby nl1. Leased Premises. Lessor leases to Lessee the remises P hereinafter "Leased Premises", located on the Northeast corner of Indian Avenue and Garnet Road in the City of Palm Springs, County of Riverside, State of California as described in Exhibit "A", attached hereto and by this reference made a part hereof. Lessor warrants that as of the Effective Date, the Leased Premises shall constitute a separate legal parcel of not less than 41,852 square feet and shall be delivered to Lessee within forty-five(45) days of the date Lessee secures all necessary permits and governmental approvals for the construction and operation of the Lessee's intended improvements (as more fully described below) in a level graded condition with compaction of not less than 95%, with all utilities (including, without limitation, gas, electricity, water, telephone) stubbed to the boundary of the Leased Premises, and with all offsite improvements (including, without limitation, adjacent public rights-of-way, curbs, gutters, sidewalks and traffic signals) completed. Lessee shall reimburse Lessor the sum of $7,500.00 as and for reimbursement to Lessor for the cost of offsite improvements within five (5) business days of delivery of the Leased Premises to Lessee. bhgfonnsrindi. vcpol"Yingsdo 2. Lease Term. The term of this Lease shall commence on the first day of the first full month following the date the service station/convenience storelcar wash improvements referred to in this Lease and which Lessee intends to construct on the Leased Premises, are opened for business to the public, but in no event later than one hundred twenty (120) days from the date Lessee obtains the Permits, as defined in Paragraph 6(b) below ("Commencement Date") and the term shall continue thereafter for a period of twenty five(25)years. When the term of this Lease is ascertainable and specifically fixed, or otherwise agreed to by Lessor and Lessee, Lessor and Lessee shall enter into a supplement, suitable for recording, which shall specify the actual date for the expiration of the original term of this Lease and designate the Commencement Date, on which date the rent payable by Lessee under the terms of this Lease shall commence. If Lessor fails to execute and return the supplement within fifteen (15) days after delivery to Lessor, Lessee may execute the supplement on behalf of Lessor and Lessor hereby appoints Lessee as its attomey-in-fact for such purpose_ 3. Rent. Lessee's liability for rent under this Lease shall commence to accrue on the Commencement Date, as provided in Paragraph 2 above. Lessee, in consideration of the covenants made by Lessor,covenants and agrees to pay to Lessor as rent for the Leased Premises the following sums: Years 1 - 5: Fifty Two Thousand Dollars ($52,000.00) per annum payable in advance in equal monthly installments of Four Thousand Three Hundred Thirty-three Dollars ($4,333.00), payable on the 1st day of each calendar month for the then current month; Years 6-10: Fifty Seven Thousand Two Hundred Dollars ($57,200.00) per annum payable in advance in equal monthly installments of Four Thousand Seven Hundred Sixty-seven Dollars ($4,767.00), payable on the 1 st day of each calendar month; Years 11 -15: Sixty Thousand Nine Hundred Twenty Dollars ($60,920.00) per annum payable in advance in equal monthly installments of Five Thousand Seventy-seven Dollars ($5,077.00),payable on the 1 st day of each calendar month; hhgforaW dh vepa1=pnngsdm 2 Years 16 -20: Sixty Nine Thousand Two Hundred Twelve Dollars ($69,212.00) per annum payable in advance in equal monthly installments of Five Thousand Seven Hundred Sixty-eight Dollars($5,768.00), payable on the 1st day of each calendar month. Years 21 - 25: Seventy Six Thousand One Hundred Thirty Three and 20/100 Dollars ($76,133.20) per annum payable in advance in equal monthly installments of Six Thousand Three Hundred Forty-four Dollars ($6,344.00), payable on the 1 st day of each calendar month. 4. Options to Extend. Lessor hereby grants to Lessee the following options to extend this Lease upon the same terms, covenants and conditions hereof except rental, all of which may be exercised by giving Lessor written notice to extend the term hereof at least one hundred twenty (120) days prior to the expiration of the then-current term, as the same may have been previously extended,provided Lessee is not then in default under the terms of the Lease: (a) Lessor hereby grants Lessee an option to extend the Lease for a period of five(5)years("First Option Period"). The annual rent due and payable to Lessor during the First Option Period shall be as follows: Years 26-30: Eighty Three Thousand Seven Hundred Forty Six and 52/100 Dollars($83,746.52)per annum,payable in advance in equal monthly installments of Six Thousand Nine Hundred Seventy-eight and 90/100 Dollars ($6,978.90), payable on the first day of each calendar month during the First Option Period; (b) Lessor hereby grants to Lessee an option to extend the Lease for an additional period of five(5)years ("Second Option Period"). The annual rent due and payable to Lessor during the Second Option Period shall be as follows: Years 31 -35: Ninety Two Thousand One Hundred Twenty One and 17/100 Dollars ($92,121.17) per armum, payable in advance in equal monthly installments of Seven Thousand Six Hundred Seventy-six and 76/100 Dollars ($7,676.76), payable on the first day of each calendar month during the Second Option Period. bhgfoms/indianavepalmspringsdm 3 (c) Lessor hereby grants to Lessee an option to extend the Lease for an additional period of five (5) years ("Third Option Period"). The annual rent due and payable to Lessor during the Second Option Period shall be as follows: Years 36-40: One Hundred One Thousand Three Hundred Thirty Three and 29/100 Dollars ($101,333.29) per annum, payable in advance in equal monthly installments of Eight Thousand Four Hundred Forty-four and 44/100 Dollars ($8,444.44), payable on the first day of each calendar month during the Third Option Period. 5. (a) Use of Leased Premises. Lessor acknowledges that all buildings, improvements, fixtures and equipment constructed by Lessee on the Leased Premises during the term of this Lease shall remain the personal property of Lessee. Lessee shall have the right during its occupancy of the Leased Premises to use such premises for the primary purpose of conducting thereon one or more of the following: a service station/convenience store/car wash (the "Primary Use") and for any other lawful business that will not materially interfere with the Primary Use; provided, however, Lessee may at any time use the Leased Premises for the purpose of conducting thereon any other lawful business if, in the sole opinion of Lessee, it is impractical to conduct the Primary Use thereon, so long as such other use does not violate applicable zoning ordinances, Lessor's declaration of covenants, conditions and restrictions, or Lessor's grant of an exclusive use to another tenant in the shopping center of which the Leased Premises are a part. Lessee shall further have the right during its occupancy, to rearrange or remodel any improvements, trade or other fixtures, structures, buildings, or equipment on said Leased Premises; to construct and maintain on the Leased Premises such buildings, structures, improvements or equipment as Lessee may desire,and to remove the same or any part thereof at will;and to cut curbs, construct roadways and use sidewalks for vehicles to pass to and from the Leased Premises. (b) Compliance With Laws. Lessee shall, at Lessee's own cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, including those requiring capital improvements to the Leased Premises or improvements, relating to any use and occupancy of the Leased Premises (and specifically not limited to any particular use or occupancy by Lessee), whether those statutes, bbgron findiamvepalmspringsdo 4 ordinances, regulations, and requirements are now in force or are subsequently enacted. If any license, permit, or other governmental authorization is required for the lawful use or occupancy of the Leased Premises or any portion of the Leased Premises, the Lessee shall procure and maintain it throughout the term of this Lease. The judgment of any court of competent jurisdiction or the admission by Lessee in a proceeding brought against Lessee by any governmental entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall constitute grounds for termination of this Lease by Lessor. (c) Prohibited Uses. Lessee shall not use or permit the Leased Premises or any portion of the Leased Premises to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any valid law,ordinance,or regulation of any federal, state, county, or local governmental agency, body, or entity. Furthermore, Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Leased Premises or any part of the Leased Premises. Furthermore, Lessee shall not use or permit the Leased Premises or any portion of the Leased Premises to be used as a bar,tavern, cocktail lounge, adult book or adult video store, massage parlor or any other similar operation. 6. Right to Terminate. (a) Review of Leased Premises. Lessee shall have a period of sixty (60) days from the execution of this Lease in which to review and approve the condition of title to the Leased Premises, including a survey thereof, and the environmental condition of the Leased Premises, including and improvements located thereon. Lessee may terminate this Lease on or before the expiration of said sixty (60) day period by providing written notice of termination to Lessor if Lessee reasonably disapproves of the condition of title or the environmental condition of the Leased Premises. (b) Permits. Lessor acknowledges that Lessee has entered into this Lease in the expectation of obtaining, after expiration of all applicable appeal periods, all permits, variances, special or conditional use permits, licenses, permissions or other authorizations from the authorized governmental agency(ies) (collectively called "Permits") necessary for the WgrmnWindiwv WmWringsdm 5 construction and operation of the Primary Use, including Lessee's signs, built according to Lessee's plans and specifications. Lessee agrees to utilize good faith efforts to expeditiously and diligently apply for Permits without unreasonable delay after execution of this Lease and Lessor agrees to execute such documents, make such appearances and do such other things as Lessee may reasonably request. Either Lessee or Lessor may (but shall not be obligated to) terminate this Lease if Permits are denied or, in the sole discretion of Lessee, are granted subject to conditions deemed unreasonable by Lessee, or are not obtained within one hundred twenty (120) days from the date such application is filed with the local agency with jurisdiction over the matter(the "Permit Contingency Period"). Provided Lessee has acted with reasonable due diligence and good faith in pursuing the Permits, Lessee may extend the Permit Contingency Period for four periods of thirty (30) days each, upon written notice to Lessor of Lessee's intent to extend and payment by Lessee to Lessor of$4,500.00 for each such extension, which sum or sums shall be retained by Lessor in consideration of the granting of each such extension, provided, however, that such extension payments will apply to the rent for the Leased Premises if this Lease is not terminated pursuant to this section. If the Lease is terminated pursuant to this section, Lessor shall be entitled to retain all such extension payments made by Lessee. If Lessor elects to terminate this Lease as provided in this Paragraph 6, Lessee shall have ten (10) days after receiving Lessor's written notice of termination to waive, in writing, the Permit contingency, in which case the Commencement Date shall be the first day of the first full month following Lessee's receipt of such written notice from Lessor. If Lessee does not waive the Permit contingency, this Lease will temunate and be of no further force and effect ten (10) days after Lessee's receipt of the notice, or alternatively, ten(10)days after Lessor receives such notice from Lessee. (c) Cessation of Primary Use. If it is or becomes unlawful for Lessee or anyone holding under Lessee directly or indirectly, to conduct the Primary Use or to erect or maintain any particular structure or equipment essential to the Primary Use on the Leased Premises, or if any part of the Leased Premises or the approaches thereto are condemned or changed by public authority, or if any highway or street change is made diverting or re-routing traffic away from the Leased Premises, so that in any such case enumerated above it becomes impossible or bhgfonns/irdimvcpahnvircingsdm 6 impracticable to use the Leased Premises as they were being used at the time such use is declared unlawful or such condemnation or change is effected, then Lessee shall have the right within sixty (60)days thereafter to terminate this Lease by giving Lessor ten(10) days notice in writing of such termination. 7. Removal of Improvements. Lessee shall have the right at any time during Lessee's occupancy of the Leased Premises, and shall have the obligation within a reasonable time thereafter,to remove any and all buildings, improvements, fixtures and equipment owned or placed by Lessee, its sublessee or licensees, in, under or upon the Leased Premises,or acquired by Lessee whether before or during the term hereof. The improvements which Lessee intends to construct on the Leased Premises shall be constructed, all work on the Leased Premises shall be performed, and all buildings or other improvements on the Leased Premises shall be erected in accordance with all valid laws, ordinances, regulations and orders of all federal, state, county or local governmental agencies or entities having jurisdiction over the Leased Premises;provided,however, that any structure or other improvement erected on the Leased Premises, shall be deemed to have been constructed with all such valid laws, ordinances, regulations, and orders when a valid final certificate of occupancy entitling Lessee to occupy and use the structure or other improvement has been duly issued by proper governmental agencies or entities. All work performed on the Leased Premises pursuant to this Lease or authorized by this Lease shall be done in a good workmanlike manner and only with new materials with good quality and high standard. At all times during the term of this Lease, Lessee shall keep the Leased Premises and all improvements hereafter located on the Leased Premises free and clear of all liens and claims of liens for labor, services, materials, supplies, or equipment performed on or furnished to the Leased Premises, Should Lessee fail to pay and discharge or cause the Leased Premises to be released from any such lien or claim of lien within twenty (20) days after service on Lessee of written request from Lessor to do so, Lessor may pay, adjust, compromise and discharge any such lien or claim of lien on any terms and in any manner that Lessor may deem appropriate. In that event, Lessee shall, on or before the first day of the next calendar month following any such payment by bhgfosmslindianavepalmapnugsdm 7 Lessor, reimburse Lessor for the full amount paid by Lessor in paying, adjusting, compromising, and discharging that lien or claim of lien, including any attorney fees or other costs expended by Lessor together with interest at then maximum legal rate from the date of payment by Lessor to the date of repayment by Lessee. At all times during the term of this Lease, Lessee shall, at Lessee's own costs and expense, keep and maintain the Leased Premises, all improvements, and all appurtenances (including landscape and parking areas) now or hereafter on the Leased Premises in a first-class condition, in good order and repair, and in a safe and clean condition. 8. Notice of Sale or Transfer. If Lessor either tenders or receives an offer to sell the Leased Premises during the term of this Lease, Lessor shall provided Lessee with notice of such offer prior to concluding the sale, describing the terms thereof, including price, pursuant to the provisions of Paragraph 23 below. 9. Remedies. Should Lessee breach this Lease and abandon the Leased Premises prior to the natural expiration of the term of this Lease, Lessor may continue this Lease in effect by not terminating Lessee's right to possession of the Leased Premises, in which event Lessor shall be entitled to enforce all Lessor's rights and remedies under this Lease, including the right to recover the rent specified in this Lease as it becomes due under this Lease. In the event Lessee defaults under this Lease, Lessor may terminate this Lessee by written notice to Lessee, and: (a) Bring an action to recover from Lessee: i. The worth at the time of award of the unpaid rent that had been earned at the time of termination of the Lease; ii. The worth at the time of award of the amount by which the unpaid rent that would have been earned after the termination of the Lease until the time of award exceeds the amount of rental loss that Lessee proves could have been reasonably avoided; bhgromn/udia vepalmspringsdm 9 iii. The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of rental loss that Lessee proves could reasonably be avoided; and iv. Any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee's failure to perform Lessee's obligations under this Lease; and (b) Bring an action, in addition to or in lieu of the action described in subparagraph (a) of this Paragraph to reenter and regain possession of the Leased Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. All covenants and agreements contained in this Lease are declared to be conditions to this Lease and to the term hereby leased to Lessee. Should Lessee fail to perform any covenant, condition,or agreement contained in this Lease and the default not be cured within fifteen(15)days after written notice of the default is served on Lessee by Lessor, then Lessee shall be in default under this Lease. In addition to Lessee's failure to perform any covenant, condition, or agreement contained in this Lease within the cure period permitted by this Paragraph, the following shall constitute a default by Lessee under this Lease: (x) The appointment of a receiver to take possession of the Leased Premises or improvements, or of Lessee's interest in, to, and under this Lease, the leasehold estate or of Lessee's operations on the Leased Premises for any reason, including, without limitation, assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings, when not released within ninety(90)days; (y) An assignment by Lessee for the benefit of creditors; or the voluntary filing by Lessee or the involuntary filing against Lessee of a petition, other court, action, or suit under any law for the purpose of (1) adjudicating Lessee a bankrupt, (2) extending time for payment, (3) satisfaction of Lessee's liabilities,or(4) reorganization, dissolution, or arrangement on account of, or to prevent, bankruptcy or insolvency; provided, however, that in the case of an involuntary proceeding, if all consequent orders, adjudications, custodies, and supervisions are dismissed, vacated, or otherwise permanently stayed or terminated within ninety (90) days after the filing or other initial event,then Lessee shall not be in default under this Paragraph. bbgformslindiamvepalmspriagsdm 9 (z) The, subjection of any right or interest of Lessee to or under this Lease to attachment, execution, or other levy, or to seizure under legal process when the claim against Lessee is not released within ninety (90)days. The remedies given to Lessor in this Lease shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law. The waiver by Lessor of any breach by Lessee of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Lessee of either the same or a different provision of this Lease. 10, Condemnation. If the Leased Premises or any part thereof shall be taken for public purposes by condemnation as a result of any action or proceeding in eminent domain or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain,the effect of the taking or transfer upon this Lease shall be as follows: (a) If only a part of the Leased Premises is taken or transferred leaving the remainder of said Leased Premises in such location and in such form, shape and size so that, in the reasonable opinion of Lessee, it is still practical to operate the Primary Use thereon, together with all other lawful business purposes to which the Leased Premises have been put at the time of the partial taking, the monthly rental required to be paid by Lessee to Lessor shall, effective with the date of such taking, be adjusted by multiplying said monthly rental by a fraction, the numerator of which is the area of the Leased Premises after such taking or transfer and the denominator of which is the area of the Leased Premises as described in Paragraph 1 hereof and said monthly rental shall be readjusted for each such taking or transfer of any portion of the Leased Premises; and (b) If only a part of the Leased Premises is taken or transferred leaving the remainder of said Leased Premises in such location or in such fort, shape or reduced size so that, in the reasonable opinion of Lessee, it is impractical to operate the Primary Use thereon, together with all other lawful business purposes to which the Leased Premises have been put at the time of the partial taking, Lessee may within sixty (60) days thereafter terminate this Lease by giving Lessor ten(10)days' notice in writing of such termination; and bhgforms/india Ycpa1=pringsda 10 (c) If the whole of the Leased Premises is taken or transferred, Lessee may within sixty (60) days thereafter terminate this Lease by giving Lessor ten (10) days' notice in writing of such termination; and If the Leased Premises are taken or transferred under the circumstances described in Subparagraphs(a), (b)or(c)above,Lessee shall be entitled to any award or compensation from the condemning authority for or attributable to the taking or relocation of the buildings, improvements, fixtures and equipment owned by Lessee. In a taking or transfer pursuant to Subparagraphs(b) and (c) above, or in the event of condemnation of Lessee's interest under this Lease only (or any payment in lieu thereof) Lessee shall in addition be entitled to loss of business goodwill from the condemning authority. 11. Payment of Taxes and Assessments. Subject to the provisions of this Paragraph 11, Lessee agrees to pay direct to the taxing authorities of the City, County or State in which the Leased Premises are located all real property taxes, including special taxes and assessments,and all property taxes on personal property located on the Leased Premises, levied or assessed upon or against the Leased Premises during the term of this Lease or any extension thereof(the "Taxes"). If Lessor's tax bills prior to the Commencement Date of this Lease include property other than that covered by this Lease, Lessor agrees to arrange with said taxing authorities to have the Leased Premises separately assessed. For any fraction of a tax year at the beginning or end of the term of this Lease, or any extension thereof, Lessee's obligation hereunder shall be prorated as of the commencement or end of said Lease term, or any extension thereof. For any such fraction of a tax year at the beginning of said Lease term, or any time thereafter, if required, Lessee agrees to reimburse Lessor for Lessee's portion of the Taxes within thirty (30) days after presentation to Lessee,of receipted copies of the bills covering the same, together with an estimated segregation (based on a proration of Taxes on the same percentage as the gross acreage of the Leased Premises bears to the total gross acreage of the entire tax assessment parcel, exclusive of improvements) of the Taxes obtained from the particular taxing authorities involved if such tax bills include property other than that covered by this Lease. For any such fraction of a tax year, at the end of said Lease term, or any extension thereof, Lessor agrees to reimburse Lessee for Lessor's portion of the Taxes bhgfonns/inJi=ftpaJm pnngsdm I I within thirty (30) days after presentation to Lessor of receiptcd copies of the bills covering the same. 12. Holdover. If Lessee shall hold over the expiration of the term of this Lease, or any extension thereof, such tenancy shall be from month to month only and upon all the terms, covenants and conditions hereof. 13. Assignment. Lessee may assign this Lease or sublease the Leased Premises, or any part thereof, provided that no such act on the part of Lessee shall operate to relieve it of any of its obligations under this Lease. 14. Notice of Default. No failure to perform any condition or covenant of this Lease shall entitle Lessor to terminate this Lease unless said failure shall have continued fifteen(15) days after notice in writing requiring the performance of such condition or covenant shall have been given to Lessee. 15. Curing Lessors Default to Third Parties. If Lessor fails to perform promptly any obligation owing to a third person, which, if unperformed, might result in termination of this Lease, including an obligation to Lessor's lessor, if any,and an obligation to a third person secured by a lien on the Leased Premises, Lessee may perform such obligation for the account of Lessor and bill Lessor for the cost thereof,or deduct such cost from rentals accruing under this Lease. 16. Environmental Remediation. (a) "Motor Fuel Hydrocarbon Contamination" means motor fuels (such as gasolines and diesel fuel), lubricating oils,and waste oil which are caused to become present on the Leased Premises as a result of Lessee's operation on the Leased Premises and which violate applicable federal, state or local laws as in effect and as enforced during the term of this Lease or any extension thereof. "Covered Contamination" means Motor Fuel Hydrocarbon Contamination or other environmental contamination caused to become present on the Leased Premises as a result Mgforms/indimveps4nspringsdm 12 of Lessee's operation on the Leased Premises and which violates applicable federal, state or local laws as in effect and as enforced during the term of this Lease or any extension thereof. (b) Covered Contamination Claim ("Claim") means receipt by Lessor or Lessee of a notice, claim, demand, or complaint from any third party or from any government agency with jurisdiction for the payment of damages, costs, or expenses for the presence of or the escape, leakage, spillage, discharge, emission or release from the Leased Premises into or onto the Leased Premises, adjacent land, or any watercourse, body of water, or wetland, of any Covered Contamination. (c) If a Claim occurs, the party first receiving notice of the Claim will immediately notify the other party, and Lessee will proceed after receipt of notice of the Claim to assess and, if required, to remediate the Covered Contamination in full compliance with all applicable laws and regulations. If any corrective work is undertaken hereunder, Lessee shall be deemed to have satisfied its obligations to correct any Covered Contamination if Lessee corrects such Covered Contamination to the satisfaction of the governmental agency having jurisdiction. If Lessee, in good faith, believes that the claimed contamination has not in fact originated from Lessee's use and occupancy of the Leased Premises, Lessee shall have the right to challenge such Claim in an appropriate forum. (d) In the event action is taken against either party regarding a Claim, or commenced by Lessee to challenge a Claim, Lessor shall,at no cost or expense to Lessor cooperate with Lessee in the defense thereof. (e) Lessee shall indemnify, defend, and hold Lessor harmless from all costs, expenses,losses, or damages arising out of or connected with any Claim. 17. Cleanup and License. Lessee shall upon expiration of the term of this Lease, or any extension thereof, or upon earlier termination hereof, at Lessee's expense, monitor and/or cleanup (herein called "remediation") Covered Contamination on the Leased Premises as validly required by appropriate governmental agencies having jurisdiction. In order for Lessee to perform such remediation, Lessor hereby grants Lessee an irrevocable license,commencing on the first day after expiration or earlier termination of this Lease, or any extension thereof, and ending when such bhgfbnns/hx1ianavepa1=pringsdm 13 Covered Contamination is monitored or remediated as validly required by appropriate governmental agencies having jurisdiction. In conducting such remediation, Lessee shall use its best efforts not to unnecessarily interfere with Lessor's use of the Leased Premises. Lessor shall not, during the term of the license, conduct or allow to be conducted activities on the premises that interfere with such remediation. If Lessee continues remediation only and/or monitoring activities on the Leased Premises for more than thirty (30)days after expiration or earlier termination of this Lease, and such activities interfere or prevent Lessor from using or releasing the Leased Premises, then Lessee shall pay to Lessor, for the period of such interference or prevention, monthly rent in a sum equal to the monthly rent payable immediately prior to the expiration or termination of this Lease. Lessee shall defend, indemnify, and hold harmless Lessor for any liabilities, damages, losses, claims, costs and expenses incurred by Lessor as a result of injury to or death of any person or damage to or destruction of property arising out of such remediation activities. 18. Ouiet Enjoyment Lessor warrants that this Lease when the Memorandum thereof is recorded, shall entitle Lessee to quiet possession and enjoyment of the Leased Premises, free and clear of any tenancies or liens, subject only to current taxes not delinquent. Lessor finther wan-ants that when this Lease is executed the Leased Premises shall not be subject to any encumbrances, easements, rights of way or similar charges which in Lessee's sole opinion would prevent or interfere with the operation by Lessee of the Primary Use on the Leased Premises. In the event of the breach of any of said warranties, and provided Lessor has failed to cure such breach within sixty (60) days of written notice thereof from Lessee, Lessee, in addition to any other remedies it may have in law or in equity, may at any time thereafter terminate this Lease upon ten (10) days' prior written notice to the Lessor. Nothing herein shall prevent Lessor from using the Leased Premises as security for financing or placing a deed or trust on the real property, subject to the provisions of Paragraph 19 below. 19. Subordination and Non-Disturbance. With respect to any existing mortgage, deed of trust or security interest that has been approved by Lessee, Lessor shall obtain a Non- bWbrmshndivuvepalmspringsdm 14 Disturbance and Attomment Agreement, in recordable form, from the holder of such mortgage, deed of trust or security instrument in form and substance satisfactory to Lessee. The Agreement must contain the consent of the holder of such mortgage, deed of trust or security instrument permitting Lessee to remove Lessee's trade fixtures, equipment and signs from the Leased Premises. Further, this Lease may be subordinated to the lien of any future mortgages, deeds of trust or security interests, in favor any bank, insurance company or other lender, without Lessee's consent, provided Lessor obtains and delivers to Lessee an executed Subordination and Non- Disturbance Agreement in favor of Lessee in a form satisfactory to Lessee, in Lessee's exercise of reasonable judgment. 20. Indemnity Lessee agrees to indemnify, defend, and hold Lessor harmless against all expense, liability, and claims for damage to property or injury to or death of persons caused by any act or omission of Lessee, or its employees or any sublessee, upon the Leased Premises, except for any Covered Contamination Claim(s), which is exclusively covered by Paragraph 17 of this Lease. 21. Covenant not to Compete. For an independent consideration of One Hundred and no/100 Dollars ($100.00), paid by Lessee to Lessor hereunder, the sufficiency and adequacy of which is hereby mutually acknowledged, Lessor covenants and agrees that no property (other than the Leased Premises)now or hereafter owned, leased or controlled, directly or indirectly,by I essor or, if Lessor is a corporation, any subsidiary of Lessor, adjacent or contiguous to the Leased Premises or within two (2) miles of the perimeter of the Leased Premises (whether or not such other property is subsequently voluntarily conveyed by Lessor)shall, during the term of this Lease and any extensions, be leased, used or occupied as a gasoline service station or convenience store. The foregoing covenant shall not apply to existing properties owned, leased or controlled by Lessor that are currently used for such purposes and shall bind Lessor only for so long as Lessor or any entity owned in whole or part or controlled by Lessor owns the fee interest in the Leased Premises. ftformAndianvepalmspringsdm 15 22. Payment Address. All rentals payable hereunder shall be paid as follows: Palm Springs Partners, LLC, J. B. Company, 4100 Central Avenue, Suite 205, Riverside, California 92501,unless and until Lessor designates some other party to receive rentals, or a different mailing address. 23. Notices. All notices with respect to this Lease shall be in writing. Notices to Lessor hereunder shall, until further notice by Lessor, be addressed to Lessor as follows: same as designated in paragraph 22 above. Notices to Lessee hereunder shall, until further notice by or on behalf of Lessee, be addressed to Lessee at P.O. Box 2833, La Habra, California 90632-2833, Attn: Rod Tos with a copy sent to 1300 South Beach Boulevard,La Habra,California, 90632,Attn: Law Department All notices and other communications required or permitted to be given or delivered hereunder shall be in writing and shall be delivered personally or be sent by U.S. certified mail, postage prepaid and return receipt requested, or by facsimile, directed to the party intended at the address set forth below,or at such other address as may be designated by such party by notice given to the other party in the manner aforesaid, and shall be effective upon receipt. Receipt for personal delivery shall be the date personally delivered to the receiving party and receipt for certified mail shall be the date written on the return receipt by the U.S.postal carrier. 24. Attorneys' Fees. If any action is brought by either party in respect to its rights under this Lease, the prevailing party shall be entitled to reasonable attorneys' fees and court costs as determined by the court. 25. Construction. This Lease shall be interpreted according to California law, and shall be construed as a whole and in accordance with its fair meaning and without regard to, or bhgfonns/hWi&=npalmspringsdm 16 taking into account, any presumption or other rule of law requiring construction against the party preparing this Lease or any part hereof. 26. Waivers. No waiver of any of the provisions of this Lease shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver be a continuing waiver. Except as expressly provided in this Lease, no waiver shall be binding unless executed in writing by the party making the waiver. Either party may waive any provision of this Lease intended for its sole benefit; however, unless otherwise provided for herein, such waiver shall in no way excuse the other party from the performance of any of its other obligations under this Lease. 27. Entire Agreement. This Lease,together with all exhibits referred to herein, which are incorporated herein and made a part hereof by this reference, constitutes the entire agreement between the parties pertaining to the subject matter contained in this Lease. No supplement, modification or amendment of this Lease shall be binding unless in writing and executed by Lessor and Lessee. 28. Further Assurances and Documentation. Each party agrees in good faith to take such further actions and execute such further documents as may be necessary or appropriate to fully carry out the intent and purpose of this Lease. 29. Lease Acceptance. Execution of this Lease by Lessor constitutes an offer which shall not be deemed accepted by Lessee until Lessee has executed this Lease and delivered a duplicate original thereof to Lessor. 30. Successors and Assigns. The provisions of this Lease shall inure to the benefit of Lessee and its successors and assigns, and shall bind and inure to the benefit of the heirs, administrators,executors, successors and assigns of Lessor. bhgfonnslind"vepalmspringsdm 17 31. Broker's Commission. All broker's commission and finder's fees payable as a result of the execution of this Lease shall be the responsibility of Lessor, and Lessor agrees to hold Lessee harmless from and against any and all such broker's commissions and finder's fees. 32. Liability Insurance. Lessee shall, at Lessee's sole cost and expense, procure and maintain during the term of this Lease a broad form comprehensive coverage policy of public liability insurance issued by an insurance company licensed by the State of California insuring Lessee and Lessor against loss or liability caused by or connected with Lessee's occupation and use of the Leased Premises pursuant to this Lease in amounts not less than: (a) $3,000,000.00 for injury to or death of a person,per occurrence;and (b) $1,000,000.00 for damage to or destruction of any property. Notwithstanding the foregoing, so long as Lessee maintains a net worth of at least $50,000,000.00, Lessee may utilize its self-administered claims program in lieu of procuring and maintaining the insurance described above. 33. Sims. Lessee intends to secure approvals from the local governing agency to install a pylon sign on the Leased Premises advertising its business to the public. If the Leased Premises are incorporated into a master planned commercial center owned by Lessor,Lessee agrees to comply with reasonable regulations adopted by such commercial center governing the use and maintenance of signs,provided,however, in doing so Lessee shall not be required to move, modify or alter its pylon sign in any fashion. If requested, Lessee agrees to reasonably consider the shared use of its pylon sign with other businesses in the commercial center, subject to a prorata reimbursement to Lessee of the construction costs for the pylon sign and the agreement by any such shared user to hold Lessee harmless from and against any additional costs and expenses in providing for shared use of the pylon sign. 34. Memorandum of Lease. Upon execution of this Lease, Lessor and Lessee shall execute and acknowledge the Memorandum of Ground Lease in the form attached hereto as bhgfonnshndiu vcpatmspfingsda 19 Exhibit`B"and made a part hereof and shall cause the Memorandum to be recorded in the official records of the County in which the Leased Premises are situated. IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day and year fast above written. Lessor: PALM SPRINGS PARTNERS,LLC, a California limited liability company, By: DUI Its:_Inq 0 , 'kvt' Lessee: CHEVRON U. S. A. INC., 14 a Pennsylvani orporation, By: Its: As - r bhg(orsnyindianavcpalmspringsdo l9 State of California ) ss County of Riverside ) On 1997, before me, a Notary Public in and for the State of personally appeared of personally known to me (or 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 or she executed the within instrument in his or her authorized capacity, and that by his or her signature on the within instrument, the person or the entity upon behalf of which the person acted executed the within instrument. Witness my hand and official seal. Signature State of California ) ss County of Orange ) ' On �1p N Vern to ao. �yqg , I�, before me, jkv trS �t• AN a Not; Public i and for the State of California, personally appeared C . k. L v N rS of Chevron U. S. A. Inc., personally known to me (or 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 within instrument in his authorized capacity, and that by his signature on the within instrument, the person or the entity upon behalf of which the person acted executed the within instrument. Witness my hand and official seal. Signature .MAEi H BR'V/1Hf My comm°ron� CNA* aw EXHIBIT"A" LEASED PREMISES The following described property in the City of Palm Springs, County of Riverside, State of California: (insert prior to execution of Lease] bbgfonns/ir4amvepalmspringsda 20 EXHIBIT"B" Memorandum of Ground Lease When Recorded Please Return To: Chevron U.S.A.Inc. P.O.Box 2833 La Habra,CA 90632-2833 Attn: Legal Dept. MEMORANDUM OF GROUND LEASE THIS INDENTURE, dated as of 1997, by and between PALM SPRINGS PARTNERS, LLC, a California limited liability company , hereinafter referred to as"Lessor",and CHEVRON U. S. A. INC., a Pennsylvania corporation, hereinafter referred to as"Lessee". WITNESSETH: That for the term and upon the terms and conditions set forth in that certain written Ground Lease, hereinafter"Lease", from Lessor to Lessee, bearing even date herewith, all of which terms and conditions are hereby made a part hereof as fully as if herein specifically set out in full,Lessor has leased, demised, and let, and does hereby lease, demise, and let, unto Lessee that certain real property in the City of Palm Springs, County of Riverside, State of California, more particularly described in Exhibit"1",attached hereto and made apart hereof The initial term of the Lease is twenty-five(25)years and Lessee has been granted options to extend the Lease for period in excess of thirty five (35) years, as more fully set forth in the Lease. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Ground Lease as of the day and year first above written. Lessor: PALM SPRINGS PARTNERS,LLC, a California limited liability company, By: Its: Lessee: CHEVRON U. S.A.INC., a Pennsylvania corporation, By: Its: bhgfo msArdi9mvepa1nnpringsd= 2 EXHIBIT"I" TO MEMORANDUM OF GROUND LEASE Legal Description of Leased Premises [insert prior to recordation] bhgforms/indianavcpalmspringsdm 3