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HomeMy WebLinkAbout05989 - WESSMAN HOLDINGS LLC R/W AGR FOR BELARDO ROAD BRIDGE & ROADWAY WIDENING CP 87-49 RECORDING REQUESTED BY 00C # 2013-0477306 10/03/2013 09:00A Fee:NC James Thompson Page 1 of 5 City Clerk,City of Palm Springs, CA. Recorded in Official Records County of Riverside AND WHEN RECORDED MAIL DOCUMENT AND Larry W. Ward TAX STATEMENT TO: Assessor, County Clerk & Recorder CITY OF PALM SPRINGS 3200 Palm E. a Way gs,CA 92262 IIII IIIIIII IIIII IIII IIIII IIII IIIIIII II IIIII IIII IIII FREE RECORDING:This instrument is for the benefit of the S R U PAGE SIZE DA MISC LONG RFD COPY CITY OF PALM SPRINGS,and is entitled to be recorded 5 without fee(Gaut.Cade 6103) M A L 465 426 PCOR NCOR SMF NCHG Exnnrn IIA I C I T: CTY UNI v"Y �V SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY PROJECT: City Project 87-49 Belardo Bridge tilt APN: 513-300-057 A5989 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt and adequacy of which is hereby acknowledged, CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("GRANTOR" herein), does hereby remise, release and forever quitclaim to WESSMAN HOLDINGS, LLC, a California Limited Liability Company, ("GRANTEE" herein), all right, title, and interest in the following real property located in Riverside County, California, and described in the TEMPORARY CONSTRUCTION EASEMENT DEED recorded as Document # 2010-0407747, on 08/26/2010, official records of said County attached hereto and made a part hereto. PROJECT: City Project 87- 49 Belardo Bridge APN: 513-300-057 DATED: 01 / 1 di /xo T3 T CITY OF PALM SPRINGS, a California charter city and municipal corporation David H. Ready, Manager APPROVED AS TO FORM: By: ALX'1� Doug Holland, City Attorney ATTEST: By: 41111 James Thompson, City Clerk (SEE ATTACHED AKNOWLEDGEMENT OF INSTRUMENT) II IIII I I I IIII II II IIIIII III lI�I I �II 1e a012e f75s0eea ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) ss. City of Palm Springs ) On September 19, 2013, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. 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 the official seal of the City of Palm Springs, California, this 19`" day of September, 2013. A°'p A LM S,p'p iZ V N *w c + x 0IIORAIE Signature: RK cq<�FoaN`P ME- THOMPSON, CITY CLE City of Palm Springs, California Title or Type of Document: QUIT CLAIM — 513-300-057 CP 87-49 - Belardo Bridge Document Date: September 19, 2013 II IIIIIII III I IIIII II II III III IIIII II IN 19 00130 £'S9000F EXHIBIT A APN 513-300-057 TEMPORARY CONSTRUCTION EASEMENT Being a portion of the West Half of the Southeast Quarter of the Southeast Quarter of Section 22, Township 4 South, Range 4 East, San Bernardino Meridian, according to the official plat thereof, lying within Riverside County, California, being more particularly described as follows: Commencing at the northeast comer of said West Half; Thence North 89038'53"West, along the north line of said West Half, a distance of 30.00 feet to a line parallel with and 30.00 feet westerly of the east line of said West Half, being the Point of Beginning. Thence South 00038'10" West, along said parallel line, a distance of 750.46 feet to the beginning of a tangent curve, concave easterly, having a radius of 278.40 feet; Thence southerly along said curve through a central angel of 26050'38", an arc distance of 130.43 feet to the east line of said West Half; Thence South 00038'10" West, along said east line, a distance of 20.82 feet to the beginning of a non-tangent curve, concave easterly, having a radius of 288.40 feet, an initial radial line bears North 60005'58" East; Thence northerly along said curve through a central angel of 30032'12", an arc distance of 153.71 feet to a line parallel with and 40.00 feet westerly of the east line of said West Half; Thence North 00038'10" East, along said parallel line, a distance of 750.41 feet to the north line of said West Half; Thence South 89638'53" East, along said north line, a distance of 10.00 feet to the Point of Beginning. The above-described parcel of land contains 8,927 square feet or 0.20 acres, more or less. All as shown on the map attached herewith as Exhibit B, and by reference to, made a part hereof. Q LAND q v OARRIN P.GINN C".- 8 zs 0 I No.7075 Darrin P. Ginn, PLS 7075 Date Exp,12ro1110 EXP. 12/31/10 Prepared for and on behalf of SC Engineeringa�P �F OF�uF PAGE 1 OF 1 III I II IIII IIII III IIII IIII IIIIIII I(IIII IIII IIII Ie a01 4 f 5s0eeR E E MESQUITE EXHIBIT B AVE MORONGO RD MORONGO RD APN aqc v ONORA RD 513-300-045 0 POINT OF SITE- BEGINNING 'N893Q'53"W S8938$3"E 30.00 N89'3853'W _ 10.00'�'� POINT OF E PALM NORTH LINE WI/2, I .I COMMENCEMENT CANYON OR SE 114, SE 114, SEC 2Z NE CQ4 Z �/ICINITY MAP T43, R< SBM. n , SE 114, 1/4, 2` SEC 22, T4$ R4E, NTS i 5�G i SBM Q 1 APN pq APN 513-30Q-057 S AREA 513-300-038 t8,927 SF, Q t0.20 ACRES 10' TCE N 4 40' 30 APN BL 513-300-056 EAST LINE WI/2, ! I SE 114, SE 114, SEC 22, T4$ R4E, SBM. o LAND 347'32 E LF \ (R) _.�� 't" DARRIN P. GINN — No. 7075 (R) —. Exp. 12/31r0 BELARDO RD * * APN O %f 513-300-014 �Q--- P ZS 0`1 APN CURVE DATA DARRIN P. GINN, LS 7075 DA TE 513-300-009 N01 DELTA I RADIUS LENGTH EXP 12131110 1 2630'38" 27&40' 130.43' PREPARED FOR AND ON _ _ 2130. 2'12' 288 40' 153 71' BEHALF OF SC ENGINEERING DARRIN P. GINN, PE, PLS TEMPORARY CONSTRUCTION EASEMENT 18506 COCQUI ROAD OWNER: WESSMAN HOLDINGS, LLC A.P.N.: 513-300-057 APPLE VALLEY, CA 92307 PH: 760-553-6223 DATE. 8/25/2009 DRAWN BY: DPG SHT L-- -OF -1—j IIIII IIII I IIIII III I IIII IIIIII III Hill IIII III 10 0013 013709000R 5c£ 5 DOC # 2010-0407747 08/26/2010 08:00A Fee:NC Page 1 of 6 Recorded in Official Records RECORDING REQUESTED BY County of Riverside Larry W. Ward First American Title Insurance Company Assessor, County Clerk & Recorder WHEN RECORDED RETURN TO: IIIIII 1111111 IN 1111111111111111111111111111111111111 City Clerk -- CITY OF PALM SPRINGS 5 R U PAGE SIZE DA MSC LONG RFD COPY 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 M 465 426 PCOR NC EXAM 1 C S-L[ ` 2-9 ds : CTY CTY UNI ��- Exempt from recording fees under Government Code§6103 EASEMENT DEED APN: 513-300-057 1 0115 This transfer is exempt from Documentary Transfer Tax pursuant to Revenue&Taxation Code§ 11922. 5 1'--Soo n.S-1 0 —%-g-A: cm -003 �V� THE UNDERSIGNED SELLER DECLARES: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WESSMAN HOLDINGS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, hereby GRANTS to: CITY OF PALM SPRINGS, a California charter city and 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 described on Exhibit A and shown 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. WESSMAN HOLDINGS, LLC, a California I limited liability company Date: �1 �s r to By JOHN WESSMAN, its Managing Member hn Wessman ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ss. COUNTY OFi On.J Z-:- /S_- 2010 before me, R4 eq Notary Public, personally appe ra ed who proved to me on the basis of satisfactory evidence to be the personoQ whose name(*) is/are subscribed to the within instrument and acknowledged to me that hehthefter executed the same in his/ heir authorized capacity(keo, and that by his/bah44Wir signatureN on the instrument the person(., or the entity upon behalf of which the person( 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 offici I seal. MARTHAI . comm.r10zea17 io NOTARY F'UBItC■CALPOW RPAMN COLVM Signature C27 M2 My Commission Expires: This area for official notarial seal posi-de EXHIBIT A APN 513-300-057 RIGHT-OF-WAY Being a portion of the West Half of the Southeast Quarter of the Southeast Quarter of Section 22, Township 4 South, Range 4 East, San Bernardino Meridian, according to the official plat thereof, lying with Riverside County, California, being more particularly described as follows: Beginning at the northeast corner of said West Half; Thence South 001138'10" West, along the east line of said West Half, a distance of 876.32 feet to the beginning of a non-tangent curve, concave easterly, having a radius of 278.40 feet, an initial radial lines bearing North 63047'32" East; Thence northerly along said curve through a central angel of 26050'38", an arc distance of 130.43 feet to a line parallel with and 30.00 feet westerly of the east line of said West Half; Thence North 00038'10" East, along said parallel line, a distance of 750.46 feet to the north line of said West Half; Thence South 89038'53" East, along said north line, a distance of 30.00 feet to the Point of Beginning. The above-described parcel of land contains 25,059 square feet or 0.58 acres, more or less. All as shown on the map attached herewith as Exhibit B, and by reference to, made a part hereof. LAND S[l v� O DARRIN P.GINN No,7076 Exp.12131/10 \P TF OF CA0f- 0 Darrin P. Ginn, PLS 7075 Date EXP. 12/31/10 Prepared for and on behalf of SC Engineering PAGE 1 OF 1 E MESQQI TE EXHIBIT B AVE _ o - MORONGO RD MORONGO RD SONORA RD APN n 513—300—045 Q SITEcl S8938'53"E POINT OF _ N89 38'53"W _ 30 00'"` BEGINNING CORNORTH LINE W1/2, i NE 1 A SE SE /4 SE CANYON DR SE 1/4, SE 1/4, SEC 22, 1/4, MS. R4E, SBM. SEC 22, T4S, R4E, I CINIa MAP 3 p, QgM NTS IAPN ' APN 513-300-057 ^ 513-300-038 Ate_ f 25,059 SF, 10.58 ACRES G)� N II APN 513-300-056 EAST LINE W1/2, D = 26'50'38" SE 1/4, SE 1/4, SEC 22, R = 278.40' T4S, R4E, SBM. ,0 i_AND L L = 130,43' ! N63 47'32"E (R) DARRIN P. GINN No. 7075 _ Exp. 12/31/10 BELARDO RD APN 513-300-014 APN DARRIN P. GINN, LS 7075 DATE 513-300-009 EXP 12131110 PREPARED FOR AND ON BEHALF OF SC ENGINEERING DARRIN P. GINN, PE, PLS RI GH T--OF--WA Y 18506 COCQUI ROAD OWNER: WESSMAN HOLDINGS, LLC A.P.N.: 513--300--057 APPLE VALLEY, CA 92307 PH: 760-553-6223 DATE: 2/11/2009 DRAWN BY.• DPG SHT 1 OF 1 �pALM SA - A. ° -'��-�, City of Palm Springs V � N Office of the City Clerk * sn q » 3200 E. Tahquitz Canyon Way • Palm Springs,California 92262 c p Tel:(760)323-8204 • Fax: (760) 322-8332 • Web: www.palmspriiigsc.a.gov 411FORN� A5989 CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by GRANT OF EASEMENT DEED Real property in the City of Palm Springs, County of Riverside, State of California, as described: Land described in Exhibit "A" and shown in Exhibit"B" APN: 666-093-011 dated: June 15, 2010, from, WESSMAN HOLDING, 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 19th day of July, 2010, 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 19th day of July, 2010. MES THOMPSON City Clerk Post Office Box 2743 • Palm Springs, California 92263-2743 DDC 4 2010-0407748 08/26/2 0 0 1 08:00As Fee:NC PagOf Recorded ino f f icial Records County RECORDING REQUESTED BY Larry U. Ward First American Title Insurance Company pssessor, County Clerk & Recorder WHEN RECORDED RETURN TO: II1111111I IIIIIIIIII IIII IIII IIIIIIIIIIIIIIII City Clerk - - - - - - - - - - CITY OF PALM SPRINGS S R U PAGE SIZE DA MSC LONG RFD COPY 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 p M A L 465 426 PCOR NCOR SMF CH fEXAM T. CTY UNI Exempt from recording fees under Government Code§6103 ' TEMPORARY CONSTRUCTION EASEMENT DEED "r i Oca o� Project: Belardo Road Bridge& Roadway Project Project No.: PLHL02-5282(038); City Project 87-49 APN: 513-300-057 -vf-A: cm-o o3 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WESSMAN HOLDINGS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, (hereinafter "Grantor"), Hereby GRANTS to: CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter "Grantee") a temporary non-exclusive construction easement for construction of the Belardo Road Bridge and Roadway Project by the Grantee (the "Project" herein), in, on, and along the real property situated in the County of Riverside, State of California, more particularly described on Exhibit A and Exhibit B attached hereto and incorporated herein by this reference. Subject to: Other terms of Temporary Construction Easement Deed and incorporating by this reference the terms of the Right of Entry and Temporary Construction Easement Agreement executed by the Parties herewith (hereinafter, the "Deed"): 1. The temporary construction easement, used during construction of the project consists of approximately eight thousand nine hundred twenty-seven (8,927) square feet, more particularly described on Exhibit A and shown on Exhibit B, attached hereto and incorporated herein, (hereinafter "Easement Area") 2. A thirty (30) day written notice shall be given to Grantor prior to City's use of the rights herein granted. The rights herein granted may be exercised for twenty-four 1 ROW: Belardo Road Bridge and Roadway Project (24) months from the thirty (30) day written notice, or until completion of Project, whichever shall be sooner. 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 Grantee, or its successors and assigns, its officers, agents and employees, and by persons or entities under contract with Grantee, its successors and assigns, wherever and whenever necessary for the purpose of constructing the Project. Grantee agrees not to damage Grantor's property in the process of performing such activities. 4. Reasonable access to Grantor's property across the Easement Area shall be maintained by the Grantee at all times during the term of this Easement. 5. At the expiration of the term of this Easement, Grantee shall quitclaim its interest in such property to Grantor or Grantor's successor. 6. It is mutually understood and agreed by and between the parties hereto that the right to enter upon and use Grantor's land includes the right to remove and dispose of real and personal property located thereon. 7. Grantor shall be held harmless from all claims of third persons arising from the use by Grantee of Grantors' land. 8. Grantor hereby warrants that they are the owners of the property described above and that they have the right to convey to Grantee this Easement. 9. Any notice, payment or instrument, or other documents required or permitted to be given or delivered may be given or delivered by personal delivery or by depositing the same in any United States mail depository, first class postage prepaid, and addressed as follows: If to Grantor: Wessman Holdings, LLC Attn: Michael Braun 555 South Sunrise Way, Suite 200 Palm Springs, CA 92264 Facsimile No.: (760) 325-5848 Telephone No.: (760) 325-3050 If to Grantee: 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 2 ROW: Belardo Road Bridge and Roadway Project Or such other person or address as either party may direct in writing to the other, provided, however, that such new or different person or address shall not become effective until acknowledged in writing by the party to who directed. Except where service is by personal delivery or by registered or certified mail, return receipt requested, service of any instrument or writing shall be deemed completed forty-eight (48) hours after deposit in a United States mail depository. 10. Each Grantor and Grantee affixing his or her signature to this Temporary Construction Easement Deed warrants and represents by such signature that he or she has the full legal authority to bind his or her respective party to all of the terms, conditions, and provisions therein, that his or her respective party has the full legal right, power, capacity and authority to enter into this Deed and perform all of its provisions and obligations, and that no other approvals or consents are necessary in connection therewith. 11. This Temporary Construction Easement Deed together with the Right of Entry and Temporary Construction Easement Agreement entered into between the parties contain the entire understanding of the parties herein and supersede any and all other written or oral understandings as to those matters contained therein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered thereby. This Deed shall be construed and interpreted with and shall be governed and enforced in all respects according to the laws of the State of California and as if drafted by both Grantor and Grantee. No amendment, change or modification of this document shall be valid unless in writing, stating that it amends, changes or modified this Deed, signed by all of the parties hereto. No provision contained shall be construed against the Grantee solely because it prepared this Deed in its executed form. 12. This Deed and the provisions contained herein shall be binding upon and inure to the benefit of Grantor, Grantee, and their respective heirs, executors, administrators, personal representatives, successors and assigns. 13. If any term, covenant, condition or provision of this Deed is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the provisions herein shall remain in full force and effect and shall in no way affect, impair, or invalidate any other terms, covenant, condition or provision contained in the Deed. 14. Each of the parties hereto shall execute and deliver any and all additional papers, documents or other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties hereto. 15. Grantor, their assigns and successors in interest shall be bound by all the terms and conditions contained in this Deed, and all the parties thereto shall be jointly and severally liable thereunder. 3 ROW: Belardo Road Bridge and Roadway Project 16. Time is of the essence of this Deed. Failure to comply with any requirement, including but not limited to any time requirement, of this Deed shall constitute a material breach of this Deed. 17. Subject to any other provision stated herein, in any action or proceeding between the parties hereto seeking interpretation or enforcement of any of the terms and provision of this Deed or in connection with the Easement Area, the prevailing party in such action or proceeding shall be entitled to have and to recover from the other party its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding in addition to its recoverable court cost. [SIGNATURES ON NEXT PAGE] 4 ROW: Belardo Road Bridge and Roadway Project GRANTOR: Dated: � WESSMAN HOLDINGS, LLC, a California limited liability company By JOHN WESSMAN, its Managing Member h ssman GRANTEE CITY OF PALM SPRINGS, a California charter city and municipal corporation B APPROVED BY CITY COUNCIL David H. Ready, Ci er — ATTEST: B . mes Thompson, City Clerk PPROVED AS TO FORM: WOODRUFF, SPRADLIN & SMART By: Douglas C. H n , Es ., City Attorney 5 ROW: Belardo Road Bridge and Roadway Project ACKNOWLEDGEMENT STATE OF CALIFORNIA ) f �COUNTY OF /�-ff/ �i ) ss.) On �&Alg- ZQ/D , before me, 1019 19 Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person* whose name(A) is/a'-rg subscribed to the within instrument and acknowledged to me that he/sh@Abag executed the same in his/hedthafr-authorized capacity(fies4, and that by his/fir signature on the instrument the personX, or the entity upon behalf of which the person(Wacted, 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. o n + NNONTARY i �� ot= V—------- Signature My Commission Expires: I z -- z 7 -- 12 This area for official notarial seal 44 �-Z-C-G1-1 'CI VPrs iG{� EXHIBIT A APN 513-300-057 TEMPORARY CONSTRUCTION EASEMENT Being a portion of the West Half of the Southeast Quarter of the Southeast Quarter of Section 22, Township 4 South, Range 4 East, San Bernardino Meridian, according to the official plat thereof, lying within Riverside County, California, being more particularly described as follows: Commencing at the northeast corner of said West Half; Thence North 89138'53" West, along the north line of said West Half, a distance of 30.00 feet to a line parallel with and 30.00 feet westerly of the east line of said West Half, being the Point of Beginning. Thence South 00038'10" West, along said parallel line, a distance of 750.46 feet to the beginning of a tangent curve, concave easterly, having a radius of 278.40 feet; Thence southerly along said curve through a central angel of 26050'38", an arc distance of 130.43 feet to the east line of said West Half; Thence South 00138'10" West, along said east line, a distance of 20.82 feet to the beginning of a non-tangent curve, concave easterly, having a radius of 288.40 feet, an initial radial line bears North 60005'58" East; Thence northerly along said curve through a central angel of 30032'12", an arc distance of 153.71 feet to a line parallel with and 40.00 feet westerly of the east line of said West Half; Thence North 00038'10" East, along said parallel line, a distance of 750.41 feet to the north line of said West Half; Thence South 89°38'53" East, along said north line, a distance of 10.00 feet to the Point of Beginning. The above-described parcel of land contains 8,927 square feet or 0.20 acres, more or less. All as shown on the map attached herewith as Exhibit B, and by reference to, made a part hereof. LAND v O� _ L1 DAFtFtIN P.GINN G J d No.7075 Darrin P. Ginn, PLS 7075 Date Exp.12/31/10 EXP, 12/31/10 Prepared for and on behalf of SC Engineering OF CAUV' PAGE 1 OF 1 EXHIBIT B � MESQUITE A VE a MORONGO RD MORONGO RD APN U SON QRA RD 513-300-045 POINT OF SITE BEGINNING �N893153"W S8938'53"E 30.00 N8938'53"W _ 10.00' j j POINT OF H LINE W1/2, i i 'i E PALM NORT COMMENCEMENT CANYON DR SE 1/4, SE 1/4, SEC 22, NE COR W1/2, WQNIa MAP T4S, R4E, SBM. SE 1/4, SE 1/4, r 2� 30 SEC 22, M. R4E, N TS ( 5BM ce- IAPN 513-300-057 ^ APN AREA r• r.00 � 513--300-�038 t8,927 SF, t0.20 ACRES � n 10' TCE N II 40' 30' �� o APN .W �: 513-300-056 .�a EAST LINE W1/2, 1 SE 1/4, SE 1/4, SEC 22, T4S, R4E, SM. � o LAND 1 �1634732 E 10"W DARRIN P. GINN 2082. R No. 7075 ... Exp. 12/31/10 BELARDO RD * * APN T£OF CAV5 513-300-014 r � Z5 0 4� _ APN CURVE DA TA DARRIN P. GINN, LS 7075 DATE 513-300-009 NO. DELTA I RADIUS I LENGTH EXP 12131110 1 26'50'38" 278,40' 130.43' PREPARED FOR AND ON L 2 30'32'12" 288.40' 153.71' BEHALF OF SC ENGINEERING DARRIN P. GINN, PE, PLS TEMPORARY CONSTRUCTION EASEMENT 18506 COCQUI ROAD OWNER: WESSMAN HOLDINGS, LLC A.P.N.: 513-300-057 APPLE VALLEY, GA 92307 PH: 760-553--6223 DATE: 812512009 DRAWN BY: DPG 5HT 1 OF 1 pALM SA City of Palm Springs V N Office of the City Clerk. * ,q 3200 F.Tahquitz Canyon Way • Palm Springs,California 92262 RAYV `p Tel:(760)323-8204 • Fax: (760) 322-8332 • Web: www.pali-nsl�ringsci.gov 'q</FORN CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by TEMPORARY CONSTRUCTION EASEMENT DEED Real property in the City of Palm Springs, County of Riverside, State of California, as described: Land described in Exhibit"A" and shown in Exhibit "B" APN: 513-300-057 dated: June 15, 2010, from, WESSMAN HOLDING, 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 19th day of July, 2010, 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 19th day of July, 2010. MES THOMPSON City Clerk Post Office Box 2743 • Palm Springs, California 92263-2743 ��t auesrr FirstAmerican Title Insurance Company National Comm etcial Services �(fC 3281 E G=sti Road,Suite 440•Ontario,CA 91761 Buyer's Estimated Settlement Statement Property: Easement Ptn of APN#513-300-057,Belardo Rd File No: NCS-442985-ONT I Bridge&Roadway Project,Palm Springs,CA Officer: Janette Delap/dn New Loan No: Settlement Date: Disbursement Date: Print Date: 8/19/2010, 10:26 AM Buyer: City of palm Springs Address: 3200 F.Tahquitz Canyon Way,Palm Springs,CA 92262 Seller: Wessman Holdings,LLC Address: 555 South Sunrise Way,Suite 200,Palm Springs,CA 92264 dit Consideration: i................_.._------------_____..--..___.._..._..__...._......._...............,..,.................................... ...._._..................._.................................._..._..._.._..........------ -- _.... .total Consideration SQ,000.00 Ad'ustments:".................._.,.........._._�._._...--- --------._.._.._.._........................................_........_..._.....�...__..........._....._............__......................._........._...._...--- -------___...�.�.....��._.....�. ...........1................................ .......................................................................................................................................................................................................................................................................................................................................................................................... Temporary(nn traction Easement Rental Fee 20,925.0 ...}.........................._..._..............................:............................................................................ ....... ...................... .............................................................. . ..................... ......._.........................._._...................................... Title/Escrow Charpcs to: Closing- scrow Fv to First American Title Insurance Company National Commercial Services 655,00 Policy-Standard ALTA 2006 Owner's to First American Title Insurance Company National Commercial 395,00 Services ...-..._.......--... _ _....._._........._.................._..- .. ............. Record Partial Reconvey ante to First American Title Insuranev Company National Commercial 50-00 Services _ ......................_...----- ---...,........,..,,,,....__.... Record Partial Recnnveyance to First American Title Insurance Company National Com mercial 50.00 Services ......................................_....... . To)Borrower Cash(X From) ...--...__.....---- ------1 —._._...__....................................... 72,075.00 Totals 72,075.00 72,075.00 Notice - This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of the Settlement Statement. Buyer(S): City of Palm Springs,a California charter APPROVED Ear CZiY CL��'�JC6L ci and municipal torpor Ion Z&,� 4" A )aA, Bar I.D t trY i�►r�- w ATTEST: l7 r y Clerk Page 1 of 1 .� AM1EJdJ 4� �J•i+ First American Title Insurance Company National Commercial Services 3281 E Guasti Road, Suite 440, Ontario, CA 91761 (909)510-6200 - Fax(877)461-2088 SALE CLOSING ESCROW INSTRUCTIONS To: First American Title Insurance Company File No.: NCS-442985-ONT1 (jd) National Commercial Services 3281 E Guasti Road, Suite 440 Ontario, CA 91761 Escrow Officer: Janette Delap Today's Date: 08/18/2010 Estimated Settlement Date on or before: September 30, 2010 Re: Easement portion of APN#513-300-057-8 Belardo Rd Bridge& Roadway Project, Palm Springs, CA The undersigned hand you funds and documents required to close escrow, and instruct you to do so under the following terms and conditions, upon receipt of all such funds and documents, and when you are in a position to issue a title insurance policy as described below. • Final Approvals: The undersigned parties acknowledge that all conditions precedent have been released, approved and/or waived and Escrow Holder is instructed to proceed to close this escrow. Vesting: Buyer directs that title to the Property be vested as follows: City of Palm Springs, a California charter city and municipal corporation • Title Approval: The undersigned acknowledges that the policy of title insurance, as indicated on the attached preliminary report, will be subject to: 1. All General and Special taxes and assessments not delinquent. 2. Exceptions numbered 1 though 9, inclusive, as shown in the preliminary report/title commitment dated May 27, 2010, issued in connection with this escrow, a copy of which has been reviewed by Buyer. • Estimated Closing Statement: Upon close of this escrow, Escrow Holder is instructed to disburse in accordance with the attached "Estimated Closing Statement" without further instructions from the parties hereto. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. Page 1 of 3 First American Title Insurance Company National Commercial File No.: NCS-442985-ONT1 Od) Services Date: 08/18/2010 • Tax Exempt Public Agency: 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 undersigned Seller at the close of escrow to place title in the condition called for in he Agreement. Seller understands that the Tax Collector will not accept partial payment of any installment of the real property taxes and the Escrow Holder will be paying the entire installment(s) of 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. Any prorata refund that will be due Seller will be refunded to the Seller by the County Tax Collector/Assessor outside of this escrow and Escrow Holder shall have no liability and/or responsibility in connection therewith. • Right of Entry Temporary Construction Easement Agreement: Pursuant to a separate Agreement by and between Buyer and Seller, entitled 'Right of Entry Temporary Construction Easement Agreement", the undersigned parties hereby authorize and direct Escrow Holder to debit Buyer and credit Seller the sum of 20 925.00, concurrently with the close of escrow, representing the rental payment agreed to between the parties and further authorize and direct Escrow Holder to cause that certain Temporary Construction Easement Deed, (delivered to Escrow Holder in original form), executed by Seller and accepted by Buyer to be recorded concurrently with the close of the within acquisition escrow, simultaneously with and subsequent to the recording of that certain Easement Deed, (delivered to Escrow Holder in original form), executed by Seller and accepted by Buyer. • Document/Funds Delivery: After close of escrow, all documents, funds and statements are to be sent to the undersigned at the addresses indicated within the Agreement. • General Provisions: The General Provisions are fully incorporated herein by reference, having been read and approved by the undersigned. SELLER(S): Wessman Holdings, LLC, a California limited liability company By: John Wessman, Managing Member Page 2 of 3 First American Title Insurance Company National Commercial File No.: NCS-442985-ONT1 Od) Services Date: 08/18/2010 BUYER(S): City of Palm Springs, a California charter city and municipal corporation APPROVED BY C11 Y Cou�,'cll By: Ehrvtd-'r1-.--Rea-U1y, t'llyfAmraner V ? 71"pt,rj V,7,, fR F .:5�,� `,'/lr"�� " �� ATTEST: y Clerk Page 3 of 3 First Al merican Title Insurance Company National Commercial Services 3281 E Guasti Road, Suite 440, Ontario, CA 91761 Wire Transfer Instructions (Ontario -Escrow) Date: 08/19/2010 Wire to: First American Trust, FSB 5 First American Way Santa Ana, CA 92707 ABA Number: 122241255 Account Name: First American Title Insurance Company Account Number: 3016020000 Reference: Escrow No.: NCS-442985-ONT1 Attn: Janette Delap Phone: (909)510-6200 Customer Name: Should you have any questions or comments, please do not hesitate to contact your Escrow Officer. Failure to reference all of the above information may result in a delay of your funds bein_q applied to Your file, Pagel of 1 dn/08/19/2010 Escrow General Provisions The parties understand and acknowledge: insurance poliCy(ies). Buyer will provide a completed Preliminary Change of 1. SPECIAL DISCLOSURES: Ownership Report form ("PCOR"). If Buyer fails to provide the PCOR, A. DEPOSIT OF FUNDS&DISBURSEMENTS Escrow Holder shall close escrow and charge Buyer any additional fee Unless directed in writing to establish a separate, interest-bearing account incurred for recording the documents without the PCOR. Escrow Holder is together with all necessary taxpayer reporting information, all funds shall released from any liability in connection with same. be deposited in general escrow accounts in a federally insured financial ]. PERSONAL PROPERTY TAXES institution including those affiliated with Escrow Holder("depositories").All No examination, UCC search, insurance as to personal property and/or the disbursements shall be made by Escrow Holder's check or by wire transfer payment of personal property taxes is required unless otherwise instructed unless otherwise instructed in writing. The Good Funds Law (California in writing. Insurance Code 12413.1) mandates that Escrow Holder may not disburse funds until the funds are, in fact, available in Escrow Holder's account.Wire 8. REAL PROPERTY TAXES transfers are immediately disbursable upon confirmation of receipt. Funds Real property taxes are prorated based on the most current available tax deposited by a cashier's or certified check are generally available on the statement from the tax collector's office. Supplemental taxes may be next banking day following deposit. Funds deposited by a personal check assessed as a result of a change in ownership or completion of and other types of instruments may not be available until confirmation construction.Adjustments due either party based on the actual new tax bill from Escrow Holder's bank which can vary from 2 to 10 days. issued after close of escrow or a supplemental tax bill will be made by the B. DISCLOSURE OF POSSIBLE BENEFITS TO ESCROW HOLDER parties outside of escrow and Escrow Holder is released of any liability in As a result of Escrow Holder maintaining its general escrow accounts with connection with such adjustments. The first installment of California real the depositories, Escrow Holder may receive certain financial benefits such property taxes is due November 1s' (delinquent December 10") and the as an array of bank services, accommodations, loans or other business second installment is due February 1"(delinquent April 10th).If a tax bill is transactions from the depositories ("collateral benefits"). All collateral not received from the County at least 30 days prior to the due date, buyer benefits shall accrue to the sole benefit of Escrow Holder and Escrow should contact the.County Tax Collector's office and request one. Escrow Holder shall have no obligation to account to the parties to this escrow for Holder is not responsible for same. the value of any such collateral benefits. C. MISCELLANEOUS FEES 9. CANCELLATION OF ESCROW Escrow Holder may incur certain additional costs on behalf of the parties (a) Any party desiring to cancel this escrow shall deliver written notice of for services performed,or fees charged,by third parties.The fees charged cancellation to Escrow Holder. Within a reasonable time after receipt of by Escrow Holder for services including,but not limited to,wire transfers, such notice, Escrow Holder shall send by regular mail to the address on the overnight delivery/courier services,recording fees,notary fees,etc.may escrow instructions, one copy of said notice to the other party(ies). Unless include a mark up over the direct cost of such services to reflect the written objection to cancellation is delivered to Escrow Holder by a party averaging of direct,administrative and overhead charges of Escrow Holder within 10 days after date of mailing, Escrow Holder is authorized, at its for such services which shall,in no event,exceed$10 for each markup. option, to comply with the notice and terminate the escrow. If a written D. METHOD TO DELIVER PAYOFF TO LENDERS/LIEN HOLDERS objection is received by Escrow Holder, Escrow Holder is authorized, at Its To minimize the amount of interest due on any existing loan or lien, Escrow option, to hold all funds and documents in escrow (subject to the funds Holder will deliver the payoff funds to the lender/lien holder in an held fee)and to take no other action until otherwise directed by either the expeditious manner as demanded by the lender/lienholder using (a) parties' mutual written instructions or a final order of a court of competent personal delivery, (b)wire transfer,or(c)ovemight delivery service, unless jurisdiction. If no action is taken on this escrow within 6 months after the otherwise directed in writing by the affected party, closing date specified in the escrow instructions, Escrow Holder's 2. PRORATIONS&ADJUSTMENTS obligations shall, at its option, terminate. Upon termination of this escrow, The term"close of escrow"means the date on which documents are the parties shall pay all fees, charges and reimbursements due to Escrow recorded.All prorations and/or adjustments shall be made to the close of Holder and all documents and remaining funds held in escrow shall be escrow based on the number of actual days, unless otherwise instructed in returned to the parties depositing same. writing. (b)Notwithstanding the foregoing,upon receipt of notice of cancellation by 3. CONTINGENCY PERIODS a seller in a transaction subject to the Home Equity Sales Contract law(CC Escrow Holder shall not be responsible for monitoring contingency time §1695 et seq.),Escrow Holder shall have the right to unilaterally cancel the periods between the parties.The parties shall execute such documents as escrow and may return all documents and funds without consent by or may be requested by Escrow Holder to confirm the status of any such notice to the buyer. periods. 10. CONFLICTING INSTRUCTIONS&DISPUTES 4. REPORTS If Escrow Holder becomes aware of any conflicting demands or claims a. Preliminary Report conceming this escrow, Escrow Holder shall have the right to discontinue Escrow Holder has no responsibility nor liability for any title search all further acts on Escrow Holder's part until the conflict is resolved to that may be performed in connection with the issuance of a Escrow Holder's satisfaction. Escrow Holder has the right at its option to file preliminary report. an action in interpleader requiring the parties to litigate their claims/rights. If such an action is filed, the parties jointly and severally agree(a) to pay b. Other Reports Escrow Holder's cancellation charges, costs(including the funds held fees) As an accommodation, Escrow Holder may agree to transmit orders and reasonable attorneys'fees, and(b)that Escrow Holder is fully released for inspection, termite, disclosure and other reports if requested, in and discharged from all further obligations under the escrow. If an action writing or orally, by the parties or their agents, Escrow Holder shall is brought involving this escrow and/or Escrow Holder, the party(ies) deliver copies of any such reports as directed. Escrow Holder is not involved in the action agree to indemnify and hold the Escrow Holder responsible for reviewing such reports or advising the parties of the harmless against liabilities, damages and costs incurred by Escrow Holder content of same. (including reasonable attorneys'fees and costs) except to the extent that S. INFORMATION FROM AFFILIATED COMPANIES such liabilities, damages and costs were caused by the negligence or willful Escrow Holder may provide the parties'information to and from its affiliates misconduct of Escrow Holder. in connection with the offering of products and services from these affiliates. 6. RECORDATION OF DOCUMENTS Escrow Holder is authorized to record documents delivered through escrow which are necessary or proper for the issuance of the requested title THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. 02010 First American Title Insurance Company Page 1 of 2 Pages Form 1610 (5/1/2010) Escrow General Provisions 11. USURY B. State Withholding &Reporting Escrow Holder is not to be concerned with usury as to any loans or Under California law(Rev&Tax Code §18662), a buyer may be required to encumbrances in this escrow and is hereby released of any responsibility withhold and deliver to the Franchise Tax Board (FTB) an amount equal to and/or liability therefore. 3.33% of the sales price ("Basic Withholding'l in the case of disposition of California real property interest('Real Property") by either: 1)a seller who is 12. AMENDMENTS TO ESCROW INSTRUCTIONS an individual, trust or estate or when the disbursement instructions authorize Any amendment to the escrow instructions must be in writing, executed the proceeds to be sent to a financial intermediary of seller; OR 2) a by all parties and accepted by Escrow Holder. Escrow Holder may,at its corporate seller that has no permanent place of business in California sole option, elect to accept and act upon oral instructions from the immediately after the transfer of title to the Real Property. Buyer may be parties. If requested by Escrow Holder the parties agree to confirm said subject to a penalty(equal to the greater of 10%of the amount required to instructions in writing as soon as practicable.The escrow instructions as be withheld or$500)for failing to withhold and transmit the funds to FTB in amended shall constitute the entire escrow agreement between the the time required by law. Buyer is not required to withhold any amount and Escrow Holder and the parties hereto with respect to the subject matter will not be subject to penalty for failure to withhold if: a) the sales price of of the escrow. the Real Property does not exceed$100,000; b)the seller executes a written 13. INSURANCE POLICIES certificate under penalty of perjury certifying that the seller is a corporation In all matters relating to insurance, Escrow Holder may assume that each with a permanent place of business in California; OR c)the seller, who is an policy is in force and that the necessary premium has been paid. Escrow individual, trust, estate or a corporation without a permanent place of Holder is not responsible for obtaining fire, hazard or liability insurance, business in California, executes a written certificate under penalty of perjury unless Escrow Holder has received specific written instructions to obtain certifying one of the following: (i) the Real Property was the seller's or such insurance prior to close of escrow from the parties or their decedent's principal residence (as defined in IRC §121); (ii) Real Property respective lenders. being conveyed was last used by the seller as sellers principal residence within the meaning of IRC§121 (even if the seller did not meet the two out 14. COPIES OF DOCUMENTS;AUTHORIZATION TO RELEASE of the last five years requirement or one of the special circumstances in IRC Escrow Holder is authorized to rely upon copies of documents, which §121); (iii)the Real Property is or will be exchanged for property of like-kind include facsimile, electronic, NCR, or photocopies as if they were an (as defined in IRC §1031) and that the seller intends to acquire property originally executed document. If requested by Escrow Holder, the similar or related in service or use so as to be eligible for nonrecognition of originals of such documents shall be delivered to Escrow Holder. Escrow gain for California income tax purposes under IRC §1031; (iv) the Real Holder may withhold documents and/or funds due to the party until such Property has been compulsorily or involuntarily converted (as defined in IRC originals are delivered. Documents to be recorded MUSTcontain original §1033)and the seller intends to acquire property similar or related in service signatures. Escrow Holder may furnish copies of any and all documents or use so as to be eligible for nonrecognition of gain for California income tax to the lender(s), real estate broker(s), attorney(s) and/or accountant(s) purposes under IRC§1033, or(v)the Real Property sale will result in a loss involved in this transaction upon their request. Delivery of documents by (or net gain not required to be recognized) for California income tax escrow to a real estate broker or agent who is so designated in the purposes. Seller is subject to penalties for knowingly filing a fraudulent purchase agreement shall be deemed delivery to the principal. certificate for the purpose of avoiding the withholding laws. 15. EXECUTION IN COUNTERPART FOR CLOSINGS AFTER JANUARY 1,2007: The escrow instructions and any amendments may be executed in one or Seller may elect an alternative to Basic Withholding by certifying the amount more counterparts, each of which shall be deemed an original, and all of to withhold which must be equal to the applicable maximum tax rate on the which taken together shall constitute the same instruction. actual gain of the transferred property ("Alternative Withholding"). The written certification must be made under penalty of perjury and false 16. TAX REPOR7ING,WITHHOLDING&DISCLOSURE The parties are advised to seek independent advice concerning the tax certifications may result in criminal and civil penalties. consequences of this transaction, including but not limited to, their withholding, reporting and disclosure obligations. Escrow Holder does not Contact FTB: For additional information regarding California withholding or provide tax or legal advice and the parties agree to hold Escrow Holder for the Alternative Withholding,contact the Franchise Tax Board at(toll free) harmless from any loss or damage that the parties may incur as a result 888-792-4900), by e-mail WSCS.GEN@ftb.ca.gov; or visit their website at of their failure to comply with federal and/or state tax laws. www.ftb.ca.gov. WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE C. FEDERAL WITHHOLDING &REPORTING OBLIGATIONS OF THE PARTIES, ESCROW HOLDER IS NOT Certain federal reporting and withholding requirements exist for real estate RESPONSIBLE TO PERFORM THESE OBLIGATIONS UNLESS transactions where the seller (transferor) is a non-resident alien, a non- ESCROW HOLDER AGREES WRITING, domestic corporation, partnership, or limited liability company; or a domestic A. TAXPAYER IDENTIFICATION NUMBER REPORTING corporation, partnership or limited liability company controlled by non- Federal law requires Escrow Holder to report seller's social security residents; or non-resident corporations, partnerships or limited liability companies. number or tax identification number (both numbers are hereafter referred to as the"TIN'), forwarding address, and the gross sales price D. TAXPAYER IDENTIFICATION DISCLOSURE to the Internal Revenue Service ('SIRS"). To comply with the USA Federal and state laws require that certain forms include a party's TIN and PATRIOT Act, certain taxpayer identification information (including, but that such forms or copies of the forms be provided to the other party and to not limited to, the TIN) may be required by Escrow Holder from certain the applicable governmental authorities. Parties to a real estate transaction persons or entities involved (directly or indirectly)in the transaction prior involving seller-provided financing are required to furnish, disclose, and to closing. include the other party's TIN in their tax returns. Escrow Holder is Escrow cannot be closed nor any documents recorded until the authorized to release a party's TINS and copies of statutory forms to the information is provided and certified as to its accuracy to Escrow Holder. other party and to the applicable governmental authorities in the foregoing The parties agree to promptly obtain and provide such information as circumstances. The parties agree to hold Escrow Holder harmless against requested by Escrow Holder. any fees, costs, or judgments incurred and/or awarded because of the release of their TIN as authorized herein. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. 02010 First American Title insurance Company Pape 2 of 2 Pages Form 1610 (5/1/2010) Order Number:NCS-442985-ONTI Page Number:I '�ti (,•r 4 •i• First American Title Insurance Company National Commercial Services 3281 E Guasti Road,Suite 440 Ontario,CA 91761 June 03, 2010 ANGIE LUNA Epic Land Solutions, Inc 3850 Vine Street,Suite 200 Riverside,CA 92507 Phone: (951)321-1800 Fax: Customer Reference: Wessman Holdings Title Officer: David Hughes Phone: (909)510-6207 Fax No.: (909)380-8762 E-Mall: dhughes@flrstam.com Escrow Officer: Janette Delap Phone: (909)510-6200 Borrower: Owner: Wessman Holdings Property: Vacant Land, Palm Springs, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title Insurance,this company hereby reports that it Is prepared to Issue,or cause to be Issued,as of the date hereof,a Policy or Policies of Title Insurance describing the land and the estate or Interest therein hereinafter set forth,Insuring against loss which may be sustained by reason of any defect,lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules,Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The pallcy to be Issued may contain an arbitration clause.When the Amount of insurance is less than that set forth In the arbitration clause,alf arbitrable matters shall be arbltrated at the option of either the agNnyor the insured as the exclusIve remedy of the parties Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth In Exhibit A.Copies of the policy forms should be read.They are available from the office which Issued this report. FlrstArnerican Tde Insurance Company Order Number:NCS-442985-ONTI Page Number:2 Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully.The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title Insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens,defects,and encumbrances affecting title to the land. This report(and any supplements or amendments hereto)is issued solely for the purpose of facllitating the issuance of a policy of title Insurance and no liability is assumed hereby.If it Is desired that liability be assumed prior to the Issuance of a policy of title Insurance,a Binder or Commitment should be requested. First American Title Insurance Company Order Number:NCS-442985-ONT1 Page Number,3 Dated as of May 27, 2010 at 7:30 A.M. The form of Policy of title Insurance contemplated by this report is: ALTA Extended loan Policy-2006 A specific request should be made If another form or additional coverage is desired. Title to said estate or interest at the date hereof Is vested In: Wessman Holdings, LLC,a California limited liability company The estate or Interest In the land hereinafter described or referred to covered by this Report is: Fee Simple The land referred to herein Is described as follows: (See attached legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2010-2011,a lien not yet due or payable. 2. The lien of supplemental taxes, If any,assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3. Water rights,claims or title to water,whether or not shown by the public records. 4. A right of way for telephone and telegraph line in favor of The Pacific Telephone and Telegraph Company; approved August 04, 1916 pursuant to the act of March 03, 1903 (31 Stat. 1023)as disclosed by an examination of the records of the Bureau of Indian Affairs. S. A right of way for highway in favor of the State of California, approved December 01, 1952, pursuant to the act of February 05, 1948(62 Stat. 17)as disclosed by an examination of the records of the Bureau of Indian Affairs. 6. The terms and provisions contained In the document entitled "A Resolution and Order" recorded December 13, 1956 as Book 2011, Page 519 of Official Records. 7. An easement for telephone line and Incidental purposes, recorded August 11, 1961 as Instrument No. 68929 of Official Records. In Favor of: California Water and Telephone Company,a corporation Affects: As described therein FlrstAmencan 7X8Insurance Company Order Number:NCS-442985-ONTI Page Number:4 8. A right of way for highway In favor of the County of Riverside,approved August 12, 1964, pursuant to the act of February 05, 1948(62 Stat. 17)as disclosed by an examination of the record of the Bureau of Indian Affairs. 9. An easement for transmission of electric energy for communication and Incidental purposes, recorded March 16, 1988 as Instrument No. 68849 of Official Records. In Favor of: General Telephone Company of California,a corporation Affects: As described therein The location of the easement cannot be determined from record Information. 10, A Deed of Trust to secure an original Indebtedness of$750,000.00 recorded August 25, 2005 as Instrument No. 2005-699185 of official Records. Dated: August 05,2005 Trustor: Wessman Moldings, t.t.0 Trustee: Palm Desert National Bank Beneficiary: Palm Desert National Bank A document entitled "Assignment of Rents" recorded August 25, 2005 as Instrument No. 2005- 0699186 of Official Records,as additional security for the payment of the indebtedness secured by the deed of trust. Affects: The land and other property. 11. A Deed of Trust to secure an original Indebtedness of$600,000.00 recorded March 31, 2009 as Instrument No. 2009-0157772 of Official Records. Dated: February 17, 2009 Trustor: Wessman Moldings, LLC, a California limited liability company Trustee: Palm Desert National Bank Beneficiary: Palm Desert National Bank Affects: The land and other property. 12. Rights of parties In possession. FlrstAmerlcan 77tle Insurance Company Order Number:NCS-442985-ONTI Page Number:S INFORMIATXONAL(VOTES 1. Taxes for proration purposes only for the Fiscal year 2009-2010. First Installment: $7,499.87, PAID Second Installment: $7,499.87, PAID Tax Rate Area; 011-003 APN: 513-300-057-8 2. The property covered by this report Is vacant land. 3. According to the public records,there has been no conveyance of the land within a period of twenty-four months prior to the date of this report,except as follows: None 4. This preliminary report/commitment was prepared based upon an application for a policy of title Insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein Is In fact the land that is to be described In the policy or policies to be Issued. 5. Should this report be used to facilitate your transaction,we must be provided with the following prior to the Issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date Issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. Requirements which the Company may Impose following Its review of the above material and other Information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: 1. A certified copy of the certificate of limited partnership(form LP-1)and any amendments thereto (form LP-2)to be recorded In the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction, 4. Requirements which the Company may Impose following Its review of the above material and other information which the Company may require. C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1. A certified copy of the application for registration,foreign limited partnership(form LP-5)and any amendments thereto(form LP-6)to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in Interest of the limited partners to the First Amer/can 77tte Insurance Company order Number:NCS-442985-ONTI Page Number:6 contemplated transaction; 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. D. WITH RESPECT TO A GENERAL PARTNERSHIP: 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code(form GP-I),executed by at least two partners, and a certified copy of any amendments to such statement(form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may Impose following Its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILITY COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it Is a California limited liability company,a certified copy of Its articles of organization(LLC-1) and any certificate of correction (LLC-11), certificate of amendment(LLC-2),or restatement of articles of organization(LLC-10)to be recorded in the public records; 3. If It is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records; 4. With respect to any deed,deed of trust, lease, subordination agreement or other document or Instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company Is asked to rely, such document or Instrument must be executed in accordance with one of the following,as appropriate: (1) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement,such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president,and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii)If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement,such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. E. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the California Probate Code In a form satisfactory to the Company. 2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. 3. Other requirements which the Company may Impose following its review of the material require herein and other information which the Company may require. G. WITH RESPECT TO INDIVIDUALS: 1. A statement of information. The map attached, If any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, If any, to which this map is attached. FirstAmerman Title Insurance Company Order Number:NCS-442985-ONT1 Page Number:7 *****To obtain wire instructions for deposit of funds to your escrow file please Contact your Escrow Officer.***** First American Title Insurance Company order Number:NCS-442985-ONT1 Page Number:8 LEGAL DESCRIPTION Real property in the City of Palm Springs, County of Riverside,State of California, described as follows: THAT PORTION OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SOUTHEAST QUARTER OF SECTION 22,TOWNSHIP 4 SOUTH, RANGE 4 EAST,SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EASTERLY LINE OF SAID WEST HALF, DISTANT OF 000, 37', 51", EAST 414.21 FEET FROM THE SOUTHEAST CORNER OF SAID WEST HALF; THENCE LEAVING SAID EASTERLY LINE, NORTH 89°, 22',09", WEST 114.26 FEET; THENCE NORTH 110,48', 18",WEST 226.63 FEET; THENCE NORTH 3501,33', 52",WEST 632.68 FEET; THENCE NORTH 00, 38' 38", EAST 72.91 FEET; THENCE NORTH 4001 24',34",WEST 120.72 FEET TO A POINT ON THE NORTHERLY LINE OF SAID WEST HALF, DISTANT SOUTH 890, 52', 56", EAST 40.47 FEET FROM THE NORTHWEST CORNER OF SAID WEST HALF; THENCE ALONG THE NORTHERLY AND EASTERLY LINES OF SAID WEST HALF OF THE FOLLOWING COURSES. SOUTH 890, 52', 56', EAST 615.97 FEET AND SOUTH 0°, 37', 51",WEST 901.37 FEET TO THE POINT OF BEGINNING. Also shown as Parcel A of Lot line adjustment no. 06-01 as evidenced by document recorded April 24, 2006 as Instrument/File No. 06-293346 of Official Records APN: 513-300-057-8 FirstAmerlcan Tide Insurance Company Order Number:NCS-442985-ONT1 Page Number:9 The First American Corporation First American Title Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such Information- particularly any personal or financial information.We agree that you have a right to know how we will utilize the personal Information you provide to us. "Therefore,together with our parent company,The First American Corporation,we have adopted this Privacy Policy to govern the use and handling of your personal Information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner In which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal Information regardless of its source. First American calls these guidelines Its Fair Information Values,a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing,the types of nonpublic personal information that we may collect include: • Information we receive from you on applications,forms and in other communications to us,whether in writing, In person, by telephone or any other means; • Information about your transactions with us,our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore,we will not release your information to nonaffiliated parties except: (1)as necessary for us to provide the product or service you have requested of us; or(2)as permitted by law.We may, however,store such information indefinitely,including the period after which any customer relationship has ceased. Such Information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies Include financial service providers, such as title Insurers, property and casualty Insurers, and trust and investment advisory companies,or companies involved in real estate services,such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf,on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even If you are no longer our customer,our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your Information. We restrict access to nonpublic personal Information about you to those Individuals and entities who need to know that Information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical,electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal Information. FlrstAmerlcan 77tle Insurance Company Order Number:NC"42985-ONT1 Page Number:10 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS(BY POLICYTYPE) 1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not Insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown as existing[lens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.Proceedings by a public agency which may result In taxes or assessments,or notice of such proceedings,whether or not shown by the records of such agency or by the public records. 2. Any facts,rights,Interests,or claims which are not shown by the public records but which could be ascertained by an Inspection of the land or which may be asserted by persons In possession thereof. 3. Easements,liens or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by the public records. 5. (a)Unpatented mining claims;(b)reservations or exceptions In patents or in Acts authorizing the issuance thereof;(c)water rights,daims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the public records. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a)Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations) restricting,regulating,prohibiting or relating to(I)the occupancy,use,or enjoyment of the land;01)the character,dimensions or location of any Improvement now or hereafter erected on the land;(III)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part;or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse daims or other matters: (a) whether or not recorded In the public records at Date of Policy,but created,suffered,assumed or agreed to by the Insured claimant; (b) not known to the Company,riot recorded In the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an Insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy;or (e) resulting In loss or damage which would not have been sustained If the Insured claimant had paid value for the Insured mortgage or for the estate or interest insured by this policy. 4. Unenforceabdlity of the lien of the insured mortgage because of the inability or(allure of the Insured at Date of Policy,or the Inability or failure of any subsequent owner of the indebtedness,to comply with applicable"doing business"laws of the state In which the land Is situated. 5. Invalidity or unenforceabllity of the lien of the Insured mortgage,or claim thereof,which arises out of the transaction evidenced by the insured mortgage and Is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim,which arises out of the transaction vesting in the Insured the estate or interest Insured by their policy or the transaction creating the interest of the insured lender,by reason of the operation of federal bankruptcy,state Insolvency or similar creditors'rights laws. 2. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM 8-2970 SCHEDULE OF EXCLUSIONS FROM COVERAGE i. Any law,ordinance or governmental regulation(Including but not limited to building and zoning ordinances)restricting or regulating or prohibiting the occupancy,use or enjoyment of the land,or regulating the character,dimensions or location of any improvement now or hereafter erected on the land,or prohibiting a separation in ownership or a reduction in the dimensions of area of the land,or the effect of any violation of any such law,ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears to the public records at Date of Policy. 3. Defects,liens,encumbrances,adverse claims,or other matters(a)created,suffered,assumed or agreed to by the Insured claimant;(b)not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an Insured hereunder;(c)resulting in no loss or damage to the insured claimant;(d)attaching or created subsequent to Date of Policy;or(e)resulting In loss or damage which would not have been sustained If the Insured claimant had paid value for the estate or Interest Insured by this policy. H mtAmerican 77de Insurance Company Order Number:NCS-442985-ONTI Page Number:It 3, AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B-1970 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth In paragraph 2 above are used and the following exceptions to coverage appear in the policy. SCHEOULE B This policy does not insure against loss or damage by reason of the matters shown in parts one and two following: Part One 1. Taxes or assessments which are not shown as existing[lens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts,rights,Interests,or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making Inquiry of persons in possession thereof. 3. Easements,claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies,conflicts In boundary lines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by public records. 5. Unpatented mining claims;reservations or exceptions in patents or In Acts authorizing the issuance thereof;water rights,claims or title to water. 6. Any lien,or right to a lien,for services,labor or material heretofore or hereafter furnished,Imposed by law and not shown by the public records. 4.AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1970 WITH A.L.T.A.ENDORSEMENT FORM 1 COVERAGE SCHEDULE OF EXCLUSIONS FROM COVERAGE 1. Any law,ordinance or governmental regulation(including but not limited to building and zoning ordinances)restricting or regulating or prohibiting the occupancy,use or enjoyment of the land,or regulating the character,dimensions or location of any improvement now or hereafter erected on the land,or prohibiting a separation In ownership or a reduction in the dimensions or area of the land,or the effect of any violation of any such taw ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy. 3. Defects,liens,encumbrances,adverse claims,or other matters(a)created,suffered,assumed or agreed to by the insured claimant,(b)not known to the Company and not shown by the public records but known to the Insured claimant either at Date of Policy or at the date such claimant acquired an estate or Interest insured by this policy or acquired the insured mortgage and not disclosed in writing by the insured claimant to the Company prior to the date such Insured claimant became an Insured hereunder,(c)resulting in no loss or damage to the Insured claimant;(d)attaching or created subsequent to Date of Policy(except to the extent Insurance is afforded herein as to any statutory lien for later or material or to the extent insurance is afforded herein as to assessments for street Improvements under construction or completed at Date of Policy). 4. Unenforceability of the lien of the Insured mortgage because of failure of the insured at Date of Policy or of any subsequent owner of the Indebtedness to comply with applicable"doing business"laws of the state in which the land is situated. S.AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-L970 WITH REGIONAL EXCEPTIONS When the American Land Title Association Lenders Policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy,the exclusions set forth in paragraph 4 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage by reason of the matters shown in parts one and two following: Part One 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any fads,rights,Interests,or claims which are not shown by the public records but which could be ascertained by an Inspection of said land or by making Inquiry of persons In possession thereof. 3. Easements,claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies,conflicts in boundary lines,shortage In area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by public records. 5. Unpatented mining claims;reservations or exceptions In patents or In Acts authorizing the Issuance thereof•,water rights,claims or title to water. 6. Any lien,or right to a lien,for services,labor or material theretofore or hereafter furnished,Imposed by law and not shown by the public records. 6.AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1992 WITH A.L.T.A.ENDORSEMENT FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE First American 71tie,Insurance Company Order Number:NCS-442985-ONT1 Page Number:12 The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: I. (a)Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations) restricting,regulating,prohibiting or relating to(1)the occupancy,use,or enjoyment of the land;(iI)the character,dimensions or location of any improvement now or hereafter erected on the land;(111)a separation in ownership or a change In the dimensions or area of the land or any parcel of which the land is or was a part;or(tv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy; (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. !tights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims,or other matters: (a)whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the Insured claimant; (b)not known to the Company,not recorded In the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the Insured claimant became an insured under this policy; (c)resulting in no loss or damage to the Insured claimant; (d)attaching or created subsequent to Date of Policy(except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services,labor or material or the extent Insurance Is afforded herein as to assessments for street improvements under construction or completed at date of policy);or (e)resulting in loss or damage which would not have been sustained if the Insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the Inability or failure of the insured at Date of Policy,or the Inability or failure of any subsequent owner of the indebtedness,to comply with the applicable`doing business"laws of the state in which the land Is situated. 5. Invalidity or unenforceability of the lien of the Insured mortgage,or claim thereof,which arises out of the transaction evidenced by the Insured mortgage and is based upon usury or any consumer credit protection or truth In lending law. 6. Any statutory lien for services,labor or materials(or the claim of priority of any statutory lien for services,labor or materials over the lien of the Insured mortgage)arising from an Improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the Insured mortgage which at Date of Policy the Insured has advanced or is obligated to advance. 7. Any claim,which arises out of the transaction creating the interest of the mortgagee insured by this policy,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that is based on: (i)the transaction creating the Interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer;or (II)the subordination of the Interest of the Insured mortgagee as a result of the application of the doctrine of equitable subordination;or (III)the transaction creating the interest of the Insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a)to timely record the Instrument of transfer;or (b)of such recordation to Impart notice to a purchaser for value or a judgment or lien creditor. 7.AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1992 WITH REGIONAL EXCEPTIONS When the American land Title Association policy Is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth In paragraph 6 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of; 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts,rights,Interests,or tialms which are not shown by the public records but which could be ascertained by an inspection of said land or by making Inquiry of persons in possession thereof. 3. Easements,claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies,conflicts in boundary tines,shortage in area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by public records. S. Unpatented mining claims;reservations or exceptions in patents or In Acts authorizing the issuance thereof;water rights,claims or title to water. 6. Any lien,or right to a lien,for services,labor or material theretofore or hereafter furnished,Imposed by law and not shown by the public records. 8.AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY-1992 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a)Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations) restricting,regulating,prohibiting or relating to(1)the occupancy,use,or enjoyment of the land;(ii)the character,dimensions or location of any Improvement now or hereafter erected on the land;(111)a separation In ownership or a change In the dimensions or area of the land or First American Me Insurance Company Order Number:NCS-442985-ONTI Page Number:13 any parcel of which the land Is or was a part,or(iv)environmental protection,or the effect of any violation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy. (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims,or other matters: (a)created,suffered,assumed or agreed to by the insured claimant; (b)not known to the Company,not recorded in the public records at Date of Policy,but known to the Insured claimant and not disclosed In writing to the Company by the Insured claimant prior to the date the insured claimant became an Insured under this policy; (c)resulting in no loss or damage to the Insured claimant; (d)attaching or created subsequent to Date of Policy;or (e)resulting In loss or damage which would not have been sustained if the insured claimant had pakt value for the estate or Interest Insured by this policy. 4. Any claim,which arises out of the transaction vesting In the insured the estate or interest Insured by this policy,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that Is based on: (1)the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer;or (it)the transaction creating the estate or Interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a)to timely record the instrument of transfer;or (b)of such recordation to Impart notice to a purchaser for value or a judgment or[fen creditor. 9.AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY-1992 WITH REGIONAL EXCEPTIONS When the American Land Title Assoclatlon policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth In paragraph 8 above are used and the following exceptions to coverage appear In the policy. SCHEDULED This policy does not Insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: Part One: I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts,rights,Interests,or claims which are not shown by the public records but which could be ascertained by an Inspection of said land or by making Inquiry of persons in possession thereof. 3. Easements,claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies,conflicts In boundary lines,shortage In area,encroachments,or any other facts which a correct survey would disclose,and which are not shown by public records. 5. Unpatented mining claims;reservations or exceptions In patents or in Acts authorizing the Issuance thereof;water rights,claims or title to water. 6. Any lien,or right to a lien,for services,labor or material theretofore or hereafter furnished,Imposed by law and not shown by the public records. 10.AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY-1987 EXCLUSIONS In addition to the Exceptions in Schedule B,you are not Insured against loss,costs,attorneys'fees and expenses resulting from: 1. Governmental police power,and the existence or violation of any law or government regulation.This includes building and zoning ordinances and also laws and regulations concerning: *land use *land division *improvements on the land *environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it,unless: *a notice of exercising the right appears In the public records on the Policy Date *the taking happened prior to the Policy Date and Is binding on you if you bought the land without knowing of the taking. 3. Title Risks: *that are created,allowed,or agreed to by you *that are known to you,but not to us,on the Policy Date-unless they appeared In the public records *that result In no loss to you *that first affect your title after the Policy Date-this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. FlrstAmerlean Title Insurance Company Order Number:NCS-442985-ONTI Page Number:14 S. Lack of a right: *to any land outside the area speclflcally described and referred to in Item 3 of Schedule A,or *in streets,alleys,or waterways that touch your land This exclusion does not limit the access coverage in Item S of Covered Title Risks. 11,EAGLE PROTECTION OWNER'S POLICY CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE-2008 ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE-2008 Covered Risks 16(Subdivision Law Violation).18(Building Permit).19(zoning)and 21(Encroachment of boundary walls or fences) are subject to Deductible Amounts and Maximum Dollar Limits of Liability EXCLUSIONS In addition to the Exceptions In Schedule 6,You are not insured against loss,costs,attorneys'fees,and expenses resulting from; 1. Governmental police power,and the existence or violation of those portions of any taw or government regulation concerning: a.building b.zoning c.land use d.improvements on the land e.land division E environmental protection This Exclusion does not limit the coverage described in Covered Risk 8.a., 14,15, 16,18,19,20,23 or 27. 2. The failure of Your existing structures,or any part of them,to be constructed in accordance with applicable building codes.This Exclusion does not limit the coverage described in Covered Risk 14 or IS. 3. The right to take the Land by condemning It.This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a.that are created,allowed,or agreed to by You,whether or not they are recorded in the Public Records; b.that are Known to You at the Policy Date,but not to Us,unless they are recorded in the Public Records at the polity Date; c.that result in no loss to You;or d. that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7,6.e.,25,26,27 or 28. S. Failure to pay value for Your Title. 6. Lack of a right: a.to any land outside the area specifically described and referred to in paragraph 3 of Schedule A;and b.in streets,alleys,or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21 LIMITATIONS ON COVERED RISKS Your Insurance for the following Covered Risks Is limited on the Owner's Coverage Statement as follows:Covered Risk 16,18,19 and 21,Your Deductible Amount and Our Maximum Dollar Limit of Liability shown In Schedule A.'I he deductible amounts and maximum dollar limits shown on Schedule A are as follows; YoUr[�CdUr.JiDle AMoun QMr Maximum Dollar Limit of Liability Covered Risk 16: 1%of Policy Amount or$5,000.00 (whichever is less) $10,000.00 Covered Risk 18: 1%of Policy Amount or$5,000.00(whichever is less) $25,000.00 Covered Risk 19: 1%of Policy Amount or$5,000.00(whichever Is less) $25,000.00 Covered Risk 21: 1%of Policy Amount or$2,500.00(whichever is less) $5,000.00 12.THIRD GENERATION EAGLE LOAN POLICY AMERICAN LAND TITLE ASSOCIATION EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(1/01/08) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a)Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating, prohibiting,or relating to(I)the occupancy,use,or enjoyment of the Land;(li)the character,dimensions,or location of any improvement erected on the Land;(IiI)the subdivision of land;or(ly)environmental protection;or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion 1(a)does not modify or limit the coverage provided under Covered Risk 5,6,13(c),13(d),14 or 16. Flat American TIt/e Insurance Company Order Number:NCS-442985-ONT1 Page Number:15 (b)Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 5,6,13(c),13(d), 14 or 16. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a)created,suffered,assumed or agreed to by the Insured Claimant; (b)not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Oalmant became an Insured under this policy; (c)resulting In no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, 16, 17,18,19,20,21,22,23,24,27 or 28);or (e)resulting in loss or damage which would not have been sustained If the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing business laws of the state where the Land is situated. 5. Invalidity or unenforceability In whole or In part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury,or any consumer credit protection or truth-in-lending law.This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of Invalidity,unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown In Schedule A is no longer the owner of the estate or interest covered by this policy,This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy.This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b)or 25. B. The failure of the residential structure,or any portion of it,to have been constructed before,on or after Date of Policy In accordance with applicable building codes.This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 13.AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-2006 EXCLUSIONS FROM COVERAGE The fallowing matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: 1. (a)Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating, prohibiting,or relating to (1)the occupancy,use,or enjoyment of the Land; (11)the character,dimensions,or location of any improvement erected on the Land; (III)the subdivision of land;or (Iv)environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations.This Exclusion 1(a)does not modify or limit the coverage provided under Covered Risk S. (b)Any governmental police power,This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3, Defects,liens,encumbrances,adverse claims,or other matters (a)created,suffered,assumed,or agreed to by the Insured Claimant; (b)not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed In writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c)resulting in no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, 13,or 14);or (e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4, Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated. S. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and Is based upon usury or any consumer credit protection or truth-In-lending law. 6. Any claim,by reason of the operation of federal bankruptcy,state Insolvency,or similar creditors?rights laws,that the transaction creating the lien of the Insured Mortgage,is (a)a fraudulent conveyance or fraudulent transfer,or (b)a preferential transfer for any reason not stated in Covered Risk 13(b)bf this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records.This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). flrstknerlcan Tide.insurance Company ' Order Number:NCS-442985-ONTi Page Number;16 14.AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-2006 WITH REGIONAL EXCEPTIONS When the American land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth In paragraph 13 above are used and the following exceptions to coverage appear in the policy. SCHEDULED This policy does not insure against loss or damage(aril the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 2. Any facts,rights,Interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a)Unpatented mining claims;(b)reservations or exceptions In patents or In Acts authorizing the Issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. is.AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY-2006 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys' fees or expenses which arise by reason of: 1. (a)Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating, prohibiting,or relating to (1)the occupancy,use,or enjoyment of the Land; (II)the character,dimensions,or location of any Improvement erected on the Land; (Ili)the subdivision of land;or (iv)environmental protection;or the effect of any violation of these laws,ordinances, or governmental regulations.This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk S. (b)Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a)created,suffered,assumed,or agreed to by the Insured Claimant; (b)not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c)resulting In no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risks 9 and 10);or (e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors rights laws,that the transaction vesting the Title as shown In Schedule A,is (a)a fraudulent conveyance or fraudulent transfer;or (b)a preferential transfer for any reason not stated In Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments Imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer In the Public Records that vests Tltie as shown in Schedule A. 16.AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY-2006 WITH REGIONAL EXCEPTIONS First American 77tle Insurance Company Order Number:NC5-442985-ONTI Page Number:17 When the American Land Ttle Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 15 above are used and the following exceptions to coverage appear in the policy. SCHEDULES This policy does not Insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)which arise by reason of: 1. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result In taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 2. Any facts,rights,interests,or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons In possession of the Land. 3. Easements,Ilens or encumbrances,or claims thereof,not shown by the Public Records. 4. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. S. (a)Unpatented mining claims;(b)reservations or exceptions In patents or In Acts authorizing the issuance thereof;(c)water rights,claims or title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the Public Records. First American Tide Insurance Company CITY OF PALM SPRINGS OFFER TO PURCHASE PROJECT: BelardoRoad Bridge and Roadway Project APN: 513-300-057 (portion) OWNER(S): Wessman Holdings, LLC a limited liability company The CITY OF PALM SPRINGS hereby makes you an offer of $50,000 as the purchase price for a portion of the land known as APN 513-300-057. 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 attached 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. CITY OF PALM SPRINGS, a California charter city and municipal corporation Dated: By. David H. Ready,,WVanager APPROVED BY CITY COUNCIL Received a copy of the above offer this -TUN6' I:g 2010. �-W AU WESSMAN HOLDINGS, LLC, a California limited liability company 'r By, v v: CITY OF PALM SPRINGS OFFER TO RENT PROJECT: Belardo Road Bridge and Roadway Project APN: 513-300-057 (portion) OWNER(S): Wessman Holdings, LLC, a limited liability company The CITY OF PALM SPRINGS hereby makes you an offer of$20,925 as the rental price for a portion of the land known as APN 513-300-057. You are not required to vacate your property until payment of the rental price has been made available to you. Your signature on the Offer to Rent is strictly for the purpose of verification that such an offer has been made. The attached pamphlet explains your rights as a property owner. THIS IS NOT A CONTRACT TO RENT, BUT MERELY AN OFFER TO RENT FOR THE AMOUNT INDICATED ABOVE, WHICH IS SUBJECT TO THE CITY COUNCIL'S APPROVAL. CITY OF PALM SPRINGS, a California charter city and municipal corporation Dated: a B David H. Ready, City ger _ APPROVED BY CITY COUNCIL Received a copy of the above offer this �5 , 2010. WESSMAN HOLDINGS, LLC, a California limited liability company By- By: 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 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 SEVENTY THOUSAND NINE HUNDRED TWENTY-FIVE DOLLARS($70,925) 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. 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 $ 50,000 IMPROVEMENTS $ 0 DAMAGE TO THE REMAINDER $ 0 TEMPORARY CONSTRUCTION EASEMENT $ 20,925 OTHER $ 0 TOTAL $ 70,925 Page 1 of 3 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: "Right of Way" 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 described on Exhibit A and shown on Exhibit B attached hereto. "Temporary Construction Easement" A temporary non-exclusive construction easement for construction of the Belardo Road Bridge and Roadway Project by the Grantee (the "Project" herein), in, on, and along the real property situated in the County of Riverside, State of California, more particularly described on Exhibit A and Exhibit B attached hereto. Attached is a copy of "Information Brochure Regarding Your Rights Under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970". STATEMENT OF OWNER(S) INWe/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 FOLLOW THIS PAGE] Page 2 of 3 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. CITY OF PALM SPRINGS, a California charter city and municipal corporation Dated: David H. Ready anager -• APPROVED BY C!T'r°CL++i ilL Received a copy of the above offer this /� , 2010. WESSMAN HOLDINGS, LLC, a California limited liability company By JOHN WESSMAN, its Managing Member By: John Wessman 07 v1 /a Page 3 of 3 EXHIBIT A APN 513-300-057 RIGHT-OF-WAY Being a portion of the West Half of the Southeast Quarter of the Southeast Quarter of Section 22, Township 4 South, Range 4 East, San Bernardino Meridian, according to the official plat thereof, lying with Riverside County, California, being more particularly described as follows; Beginning at the northeast corner of said West Half; Thence South 00038'10" West, along the east line of said West Half, a distance of 876.32 feet to the beginning of a non-tangent curve, concave easterly, having a radius of 278.40 feet, an initial radial lines bearing North 63047'32" East; Thence northerly along said curve through a central angel of 26'050'38", an arc distance of 130.43 feet to a line parallel with and 30.00 feet westerly of the east line of said West Half; Thence North 00038'1On East, along said parallel line, a distance of 750.46 feet to the north line of said West Half; Thence South 89038'53" East, along said north line, a distance of 30.00 feet to the Point of Beginning. The above-described parcel of land contains 25,059 square feet or 0.58 acres, more or less. All as shown on the map attached herewith as Exhibit B, and by reference to, made a part hereof. �V 4AND S, v DARRIN P,GINN No.707'5 Exp.12/31110 Darrin P. Ginn, PLS 7075 Date EXP, 12/31/10 Prepared for and on behalf of SC Engineering E MESQUITE EXHIBIT B AVE MORONGD RD MORONGO RD U SONORA RD APN 513-300-045 SITE S89 38'53'"E POINT OF N8938'53"W _ 30.00'-44 BEGINNING f i NE COR W1/2, E PALM NORTH LINE W1/2, SE 1/4, $E IA D SE IA SE IA SEC 22, f SEC 22, T4S, R4E, 16CHTY MA US, RC SBU. S8M N TS 30" rr APN APN 513-3000-057 R � 5i3--300-�038 AREA � w 125,059 SF, .*0.58 ACRES csoccn C !i I 30, APN '-' 513--300--056 z EAST LOVE W1/2, D = 26 5038" SE 1/4, SE 1/4, SEC 22, R = 278.40' US; R4E, SRW- o LAND SGpy� L = 130.43' ! N63 47''320F, t$ DARRIN P. GINN No. 7075 Exp. t z/3i/10 BELARDO RD APN or 513-300-014 �� -- 2 t o APN DARRIN P. GINN, LS 7075 DA TE 513-300-009 EXP 12131110 PREPARED FOR AND ON BEHALF OF SC ENGINEERING DARRIN P. GINN, PE, PLS RIGHT---GF-WA Y 18506 COCQUI ROAD OWNER: WESSUAN HOLDINGS, LLC A.P.N.: 513-300-057 APPLE VALLEY, CA 92307 PH: 760-553--6223 DATE: 211112009 TDRAWN BY. DPG SHT 1 DF 1 EXHIBIT A APN 513-300-057 TEMPORARY CONSTRUCTION EASEMENT Being a portion of the West Half of the Southeast Quarter of the Southeast Quarter of Section 22, Township 4 South, Range 4 East, San Bernardino Meridian, according to the official plat thereof, lying within Riverside County, California, being more particularly described as follows: Commencing at the northeast comer of said West Half; Thence North 89138'53" West, along the north line of said West Half, a distance of 30.00 feet to a line parallel with and 30.00 feet westerly of the east line of said West Half, being the Point of Beginning. Thence South 00038'10" West, along said parallel line, a distance of 760.46 feet to the beginning of a tangent curve, concave easterly, having a radius of 278.40 feet; Thence southerly along said curve through a central angel of 26°50'38", an arc distance of 130.43 feet to the east line of said West Half: Thence South 00"38'10" West, along said east line, a distance of 20.82 feet to the beginning of a non-tangent curve, concave easterly, having a radius of 288.40 feet, an initial radial line bears North 601,05'58" East; Thence northerly along said curve through a central angel of 301132'12", an arc distance of 153.71 feet to a line parallel with and 40.00 feet westerly of the east line of said West Half; Thence North 00113810" East, along said parallel line, a distance of 750.41 feet to the north line of said West Half; Thence South 89°38'53" East, along said north line, a distance of 10.00 feet to the Point of Beginning. The above-described parcel of land contains 8,927 square feet or 0.20 acres, more or less. All as shown on the map attached herewith as Exhibit B, and by reference to, made a part hereof. SAND 0 v DARRIN P.GINN No. 1075 Darrin P. Ginn, PLS 7075 Date sxa. M3110 EXP_ 12/31/10 Prepared for and on behalf of SC Engineering ��OF CAV EXHIBIT B AVEESQUJTE MORONGO RD MORONGO RD APN SONORA RD 513--300-045 POINT OF SITE BEGINNING f NSs: •53'w S893815.30E 30.00 N89 3853'W _ 10.00, P INT OF E PALM NORTH LINE W1/2, ► COMMENCEMENT CANYON D SE 1A SE 1A SEC 2Z NE COR w1 2, VICINI Tom_ AP T4S, W. SSM. , 5E 1/4, 5L�1/4, �,� 30 SEC 22, T45� R4E, NTS C) A\ APN - n, 513-300-057 APN AREA K w 513-300-038 f8,927 SF, f0.20 ACRES ; 10' TCE � G� 11 40' JJ jo APN ." + • 513-300-056 EAST LW Wl/x, t 1 SE 'A SE 1A SEC 22, T45� R4E, S RW. � o a LAND DARRIN P. GINN 20,82 `R) No. 7075 Exp. 12/31/t0 BELARDO RD APN s9r�4rFp 513-300-014 0 q APN CURVE DATA DARRIN P. GINN, LS 7075 DATE 513--300--009 NO. DELTA RADIUS LENGTH EXP 12131/10 1 263038' 278.40' 130.43' PREPARED FOR AND ON 2 3032'12' 286.40' 153.71' BEHALF OF SC ENGINEERING DARRIN P. GINN, PE, PLS TEMPORARY CONSTRUCTION EASEMENT 18506 COCCOUi ROAD OWNER: WESSMAN HOLDINGS, LLC A.P.N.: 513--300-057 APPLE VALLEY, CA 92307 _ PH: 760-553-6223 DATE; 8/25/2009 DRAWN BY.• DPG SHT 1 OF 1 Project: Belardo Road Bridge & Roadway Project Project No.: PLHL02-5282(038); City Project 87-49 APN: 513-300-057 RIGHT-OF-WAY AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS RIGHT-OF-WAY AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS (the "Agreement") is made and entered into as of Ni , 2010, by and between the CITY OF PALM SPRINGS, a California cha r city and municipal corporation ("Buyer") and WESSMAN HOLDINGS, 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 twenty-five thousand and fifty-nine (25,059) 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. 513-300-057, more particularly described on Exhibit A and shown on Exhibit B attached hereto (the "Property"). B. Seller desires to convey to Buyer and Buyer desires to acquire from Seller an easement to 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. 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, an easement to the Property, as described on Exhibit A and shown on Exhibit B (the "Easement"), subject to the terms and conditions of this Agreement. 1.2. Purchase Price. The purchase price ("Purchase Price") for the Easement shall be Fifty Thousand Dollars ($50,000) payable as cash at closing. 2. ESCROW AND CLOSING. 1 711167.1 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 First American Title Insurance Company, 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 Char es. 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 which arise in this Escrow. 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 September 30, 2010, (the "Closing Date"). As used in this Agreement, the "Close of Escrow" shall mean the date a Grant of Easement Deed, as provided in Section 2.4.2(a) hereof ("Grant of Easement Deed"), is recorded in the Official Records of the County. 2.3.1 Conditions of Buyer's Obligations. The Close of Escrow and Buyer's obligation to purchase the Property are subject to the satisfaction of the following conditions or Buyer's written waiver of such conditions on or before the Closing Date. Buyer may waive in writing any or all of such conditions in its sole and absolute discretion. (a) The Purchase Price shall have been determined in accordance with Section 1.2; (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 would make any of Seller's representations, warranties and covenants set forth herein untrue as of the Close of Escrow; (d) There shall have occurred no material adverse change in the physical condition of the Property (such as those caused by natural disasters) which would render the Property unsuitable for Buyer's intended use or which would materially increase the cost or cause a material delay in the schedule for the development of the Property; 2 711167.1 (e) The Title Company shall be committed to issue to Buyer, as of the Closing Date, the Title Policy (defined below) covering the Property, subject only to the Permitted Exceptions. 2.3.2 Conditions to Seller's Obligations. 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 determined in accordance with Section 1.2, (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. 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. Closing 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 Easement Deed executed by the City Clerk of the City of Palm Springs. 2.4.2 Seller's Deposits. Seller shall deposit: (a) The Grant of Easement Deed 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 3 711167.1 (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 of the Easement 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: (i) record the Grant of Easement Deed 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 Easement Deed to Buyer, (iv) distribute to Seller the Purchase Price, and (v) deliver to Buyer the Title Policy covering the Property 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 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. 4 711167.1 2.5.4 Title and Possession. Upon the Close of Escrow, title to and exclusive possession of the Property shall be conveyed to Buyer, subject only to the Permitted Exceptions. 2.6. Failure to Close; Termination. 2.6.1 Neithe_r_Party in Default. In the event that any condition set forth in Section 2.3 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, First American Title Insurance Company (the "Title Company") will furnish Buyer with an updated Title Commitment on the Property together with legible copies of all documents referenced therein as exceptions to title and a plot plan for the Property 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 matters disclosed in the Title Commitment. All matters not timely approved by Buyer will be deemed disapproved. All such exceptions disapproved by Buyer are referred to herein as "Disapproved Exceptions". 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 Property 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. 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 Property vested in Buyer with liability equal to the Purchase Price, 5 711167.1 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 Property 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 possession and use. 3.4. Seller's Covenant Not to Further Encumber the Pro ert . 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 Property, 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 Property 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 Property, 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 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 instrument delivered pursuant hereto shall be continuing representations and warranties which shall be true and correct in all material respects on the date hereof, and shall be deemed to be made again as of the Close of Escrow and shall then be true and correct in all material respects. The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement, are conditions precedent to the Close of Escrow. Seller shall immediately notify Buyer of any fact or circumstance which becomes known to Seller which would make any of the foregoing representations or warranties untrue. 6 711167.1 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 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 City of Palm Springs, 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 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 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. 7 711167.1 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 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 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 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. 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 8 7I1167.1 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. 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: 9 711167.1 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: Michael Braun Wessman Holdings, LLC 555 South Sunrise Way, Suite 200 Palm Springs, CA 92264 Facsimile No.: (760) 325-5848 Telephone No.: (760) 325-3050 If to Escrow Holder, to: Janette DeLap First American Title Insurance Company 3281 East Guasti Road, Suite 490 Ontario, CA 91761 Facsimile No.: (909) 363-7356 Telephone No.: (909) 510-6206 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 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 Easement Deed, and be binding upon and inure to the benefit of the respective Parties. 10 711167.1 7.14. Release. The total compensation to be paid by Buyer for the Easement 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 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." Seller's Initials 7.15. City. Council Aeproval 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. [SIGNATURE PAGE FOLLOWS] 11 711167.1 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 California WESSMAN HOLDINGS, LLC, a California charter city and municipal corporation, limited liability company r" By JOHN WESSMAN, its Managing Member David H. Ready City Manager Attest: ohn Wessman mes Thompson City Clerk APPROVED By C11-Y Approved as to form by: WOOD/PPFF, SPRADLIN & SMART Dou as C. Holland, Esq. City Attorney Exhibit List Exhibit A -- Legal Description of the Property Exhibit B -- Depiction of the Property Exhibit C -- Form of Grant of Easement Deed Exhibit D -- Affidavit of Non-foreign Taxpayer Status 12 711167.1 ACCEPTANCE BY ESCROW HOLDER: First American Title Insurance Company 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: FIRST AMERICAN TITLE INSURANCE COMPANY By: Name: Its: 711167.1 EXHIBIT A APN 513-300-057 RIGHT-OF-WAY Being a portion of the West Half of the Southeast Quarter of the Southeast Quarter of Section 22, Township 4 South, Range 4 East, San Bernardino Meridian, according to the official plat thereof, lying with Riverside County, California, being more particularly described as follows: Beginning at the northeast corner of said West Half; Thence South 00103810" West, along the east line of said West Half, a distance of 876.32 feet to the beginning of a non-tangent curve, concave easterly, having a radius of 278.40 feet, an initial radial lines bearing North 6304732" East; Thence northerly along said curve through a central angel of 26050'38", an arc distance of 130.43 feet to a line parallel with and 30.00 feet westerly of the east line of said West Half; Thence North 00038'10" East, along said parallel line, a distance of 750.45 feet to the north line of said West Half; Thence South 89038'53" East, along said north line, a distance of 30.00 feet to the Point of Beginning. The above-described parcel of land contains 25,059 square feet or 0.58 acres, more or less. All as shown on the map attached herewith as Exhibit B, and by reference to, made a part hereof. p >,.Anio S, v GARRIN P_GINN No.7075 Exp. 12/31/10 �P 0, �rF Ofi rAUF� Darrin P. Ginn, Pi-S 7075 Date EXP. 12/31/10 Prepared for and on behalf of SC Engineering 711167.1 E MESQUITE EXHIBIT B A 4 -" MDRDNGO RD MORONGO RD SONORA RD APN 513-300-045 a Sl TE m Se9'38'53"E POINT F _ N8938'53"w _ 30 00'_;� BEGINNING NORTH LINE W1/2, NE COR WI 2, E PALM CANYON D SE IA SE IA SEC 22, ' 1 SE 1/4, se/4, USy R4E SM. SEC 22, US, R4& WCMTY MA SBM N TS q ►� APN OAPN t 513-300-038 513-300-057 l� 125,059 SF. t 0.58 ACRES N 30' APN 'f - 513-300-056 p R . g ' EAST LINE W1/2, SE 1/4, SE 1/4, SEC 22, D = 265038" T45, R4E, 5W. R = 278.40' a LAND s L = 130.43' ' N6 47'32`E — (R) .v DARRIN P. GINN Na. 7075 _ Exp. 12/31/10 BELARDO RD APN qr� cA►_14 513--300-014 APN DARRIN P. GINN, LS 7075 DATE 513-300-009 EXP 12/31/10 PREPARED FOR AND ON BEHALF OF SC ENGINEERING DARRIN P. GINN, PE, PLS Rl GHT--OF-WA Y 18506 COCQUI ROAD OWNER. WESSMAN HOLDINGS, LLC A.P.N.: 513-300-057 APPLE VALLEY, CA 92307 PH: 760--553-6223 DATE': 211112009 DRAWN BY DPG SHT 1 OF 1 711167.1 EXHIBIT C RECORDING REQUESTED BY First American Title Insurance Company 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 EASEMENT DEED APN: 513-300-057 This transfer is exempt from Documentary Transfer Tax pursuant to Revenue&Taxation Code§ 11922. THE UNDERSIGNED SELLER DECLARES: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WESSMAN HOLDINGS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, hereby GRANTS to: CITY OF PALM SPRINGS, a California charter city and 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 described on Exhibit A and shown 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. 711167.1 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. WESSMAN HOLDINGS, LLC, a California limited liability company Date: By JOHN WESSMAN, its Managing Member John Wessman 711167.1 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 My Commission Expires: This area for official notarial seal 711167.1 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. 711167.1 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: 71 1167.1 CITY OF PALM SPRINGS, a California charter city and municipal corporation (Herein referred to as "City"), and WESSMAN HOLDINGS, LLC, a California limited liability company (Herein referred to as "Grantor") PROJECT: Belardo Road Bridge and Roadway Project PLHL02-5282(038), City Project 87-49 APN: 513-300-057 (portion) RIGHT OF ENTRY AND TEMPORARY CONSTRUCTION EASEMENT AGREEMENT 1. The right is hereby granted City to enter upon and use the land of Grantor in the City of Palm Springs, County of Riverside, State of California, described as a portion of Assessor's Parcel Number 513-300-057, depicted on the plat map attached hereto, and made a part hereof, for all purposes necessary to facilitate and accomplish the construction of the Belardo Road Bridge and Roadway Project, Federal Aid Project PLHL-5282(038), City Project 87-49, (hereinafter "Project"). 2. The temporary construction easement used during construction of the Project consists of approximately eight thousand nine hundred twenty-seven (8,927) square feet, more particularly described on Exhibit A and shown on Exhibit B, attached hereto and incorporated herein, (hereinafter "Easement Area"). 3. A thirty (30) day written notice shall be given to Grantor prior to using the rights herein granted. The rights herein granted may be exercised for twenty-four (24) months from the thirty (30) day written notice, or until completion of Project, whichever shall be sooner, at which time this agreement shall be deemed null and void. 4. 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 constructing the Project. City agrees not to damage Grantor's property in the process of performing such activities. 5. At the termination of the period of use of Grantor's land by City, but before its relinquishment to Grantor, debris generated by City's use will be removed and the Easement Area will be left in a neat condition. 6. Grantor shall be held harmless from all claims of third persons arising from the use by City of Grantor's land. 1 TCE: Belardo Road Bridge and Roadway Project 7. Grantor hereby warrants that they are the owners of the property described above and that they have the right to grant City permission to enter upon and use the land. 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 and its associated Temporary Construction Easement Deed, (hereinafter "Deed"), supersede any and all other prior agreements or understandings, oral or written, in connection therewith. 11. City agrees to pay Grantor for the right to enter upon and use the Easement Area in accordance with the terms hereof. In addition to City's rental of the Easement Area, by separate agreement the parties have agreed to the City's acquisition of a portion of Grantor's property as public right-of-way for the Project, which said acquisition shall be subject to escrow (hereinafter "Acquisition Escrow"). City shall pay into the Acquisition Escrow the sum of Twenty Thousand Nine Hundred Twenty-Five Dollars ($20,925) for the right to enter upon and use Grantor's land in accordance with the terms hereof (hereinafter "Rental Payment"). 12. By execution of this agreement, Grantor hereby agrees to execute the Deed, which shall be furnished to City concurrently with execution of this Agreement. City shall not to record the Deed in the office of the Riverside County Recorder until close of the Acquisition Escrow, at which time Grantor shall be paid the Rental Payment through proceeds from the Acquisition Escrow. 13. Grantor, their 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. [SIGNATURE PAGE FOLLOWS] 2 TCE: Belardo Road Bridge and Roadway Project IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY GRANTOR CITY OF PALM SPRINGS, a California WESSMAN HOLDINGS, LLC, a California charter city and municipal corporation, limited liability company By JOHN WESSMAN, its Managing Member David H. Ready City Manager Attest: J in Wessman mes Thompson APPROVED BY CITY COUNCIL L City Clerk , ? Approved as to form by: WOOD F, SPRADLIN & SMART 7� - Doug s C. Holland, Esq. City Attorney Exhibit List Exhibit A -- Legal Description of the Property Exhibit B -- Depiction of the Property 3 TCE: Belardo Road Bridge and Roadway Project EXHIBIT A APN 513-300-057 TEMPORARY CONSTRUCTION EASEMENT Being a portion of the West Half of the Southeast Quarter of the Southeast Quarter of Section 22, Township 4 South, Range 4 East, San Bernardino Meridian, according to the official plat thereof, lying within Riverside County, California, being more particularly described as follows: Commencing at the northeast corner of said West Half; Thence North 89038'53" West, along the north line of said West Half, a distance of 30.00 feet to a line parallel with and 30.00 feet westerly of the east line of said West Half, being the Point of Beginning. Thence South 00038'10" West, along said parallel line, a distance of 750.46 feet to the beginning of a tangent curve, concave easterly, having a radius of 278.40 feet; Thence southerly along said curve through a central angel of 26050'38", an arc distance of 130.43 feet to the east line of said West Half; Thence South 001138'10" West, along said east line, a distance of 20.82 feet to the beginning of a non-tangent curve, concave easterly, having a radius of 288.40 feet, an initial radial line bears North 601105'58" East; Thence northerly along said curve through a central angel of 30032'12", an arc distance of 153.71 feet to a line parallel with and 40.00 feet westerly of the east line of said West Half; Thence North 00138'10" East, along said parallel line, a distance of 750.41 feet to the north line of said West Half; Thence South 89138'53" East, along said north line, a distance of 10.00 feet to the Point of Beginning. The above-described parcel of land contains 8,927 square feet or 0.20 acres, more or less. All as shown on the map attached herewith as Exhibit B, and by reference to, made a part hereof. t-AND S 14 DARRIN P. GINN 82.5 dq No.7G75 Darrin P. Ginn, PLS 7075 Date Exp.12/31/10 EXP. 12/31/10 * '� Prepared for and on behalf of SC Engineering d>1 rF of cAVIF°�' PAGE 1 OF 1 EXHIBIT B AVEESQUITE MORONGO RD a MORONGO RD APN cl SONORA RD 513-300-045 POINT OF sl TE m BEGINNING I N893$'S3"W S89 38'53"E rl* 30.00 N8938'53"W 10.00 POINT OF E PALM '�:NWH LINE W1/2, i i i COMMENCEMENT CANYON DR SE IA SE 'A SEC 22, NE COR W1/2, VICINITY MAP.. T4S, R4E, SBM. I SE 114, SE 1A SEC 22, T4S, R4E, NTS G I SBM 5� ❑ oc APN _ 513-300-057 APN P a � 513-300---038 ARFA f8,927 SF, 10.20 ACRES ` p 10' TCE ` N II 40' I 30 APN 513-300-056 d glg EAST LINE W1/2, SE 1A SE 'A SEC 22, T4S, R4E, SBM. Q p I-AND © ► _N63 '3R DARRIN P. GINN — 20.82 No. 7075 R — Exp. 12/31/10 BELARDO RD * * APN TF OF�I�FpP 513-300--014 - $ 1 0 APN CURVE DATA DARRIN P. GINN, LS 7075 DATE 513-300-009 NO, DELTA RADIUS LENGTH EXP 12/31/10 1 26'50'38" 278.40' 130.43' PREPARED FOR AND ON 2 30'32'12" 288.40' 153.71' BEHALF OF SC ENGINEERING DARRIN P. GINN, PE, PLS TEMPORARY CONSTRUCTION EASEMENT 18506 COCQUI ROAD OWNER: WESSMAN HOLDINGS, LLC A.P.N.: 513-300--057 APPLE VALLEY, CA 92307 PG SH7 1 OF1 PH: 760-553-6223 DATE: 8/25/2009 DRAWN BY. D