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HomeMy WebLinkAbout6/16/2010 - AGREEMENTS Kathie Hart From: Kathie Hart Sent: Monday, March 24, 2014 10:52 AM To: Diana Shay Cc: John Raymond;Jay Thompson Subject: RE:A5977 Basam Raei (sale of Property near the NEC Mesquite& El Cielo APN 680-601-006) Ok Since escrow has closed. I will close this agreement file, unless there are objections. Thanks for your assistance. Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs �W(760)323-8206 3200 E Tahquitz Canyon Way A (760)322-8332 Palm Springs, CA 92262 0Kathie.Hart6)Pa1mSpr1nasC4.9ov Please note that City Hall is open 8 a.m. to 6 pm,. Monday through Thursday,and closed on Fridays at this time. 9 !�!�= � From: Diana Shay Sent: Monday, March 24, 2014 10:16 AM To: Kathie Hart; John Raymond Cc: Jay Thompson Subject: RE: A5977 Basam Raei (sale of Property near the NEC Mesquite & El Cielo APN 680-601-006) Hi Kathie: The attached is all I have in my files. If you need more I can contact the title or escrow company. Let me know if this would suffice-- Z)4U4 S�" Redevelopment Coordinator City of Palm Springs 760-323-8260 From: Kathie Hart Sent: Monday, March 24, 2014 9:17 AM To: Diana Shay; John Raymond Cc: Jay Thompson Subject: A5977 Basam Raei (sale of Property near the NEC Mesquite& El Cielo APN 680-601-006) Diana: The sale of this property was approved by the City Council in June 2010. 1 only have the agreement on file. Has the sale been completed? Documents i.e. escrow instructions, etc.are not on file in our office. I would like to request all documents relating to this transaction be provided to us for our files. We appreciate your assistance. Thx! i katf+ie Hart CMC Chief Deputy City Clerk City of Palm Springs (760)323-8206 3200 E. Tahqui tz Canyon Way A(760)322-8332 Palm Springs, CA 92262 OFKathie.Hart@PalmSprinosCA.r9ov Please note that City Hall is open B a.m. to 6 pm,. Monday through Thursday,and closed on Fridays at this time. Me ,, " 2 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ("Agreement") is made this it r" day of :rr>nl1- 2010 ("Effective Date"), by and between the City of Palm Springs, a municipal corporation and charter city("City") and Basam Raei ("Purchaser"). RECITALS A. City has investigated potential public uses for that certain property owned by City and located within the City of Palm Springs and specifically described at Exhibit"A" ("Property"). B. City has informally assessed the Property which assessment reveals a valuation of Seven Thousand Six Hundred and Fifty Dollars ($7,650.00). C. On June , 2010, City received an offer for the purchase of the Property from Purchaser for Seven Thousand Six Hundred and Fifty Dollars ($7,650.00). D. City is desirous of selling the Property to Purchaser pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows: TERMS AND CONDITIONS II. PURCHASE AND SALE OF PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement, and for the consideration herein set forth, City hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from City the City's fee interest in the Property, as specifically described at Exhibit "A", attached hereto and made a part hereof. Ill. PAYMENT OF PURCHASE PRICE. A. Purchase Price. Purchaser agrees to purchase the Property from City and City agrees to sell the Property to Purchaser for the purchase price ("Purchase Price") of SEVEN THOUSAND SIX HUNDRED FIFTY AND 00/100 DOLLARS ($7,650.00), payable by Purchaser as set forth in Section IV below. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, or cash. B. Time of Payment. The entire Purchase Price shall be paid in good funds upon the Effective Date of this Agreement. IV. ESCROW. =Ggt A1� BID A. Closing. Closing of the sale of the Property shall take place through an escrow to be established with a title insurance company selected by the City ("Title Company" or "Escrow Holder"). The Closing Date shall be on or before , 2010; provided, however, that either party herein may, upon twenty(20) days prior written notice to the other party and receipt of such other party's consent, elect to extend the Closing Date for a period of up to sixty(60)days. B. Deposit. Prior to City's execution of this Agreement, Purchaser deposited a non-refundable deposit with the Escrow Holder in the amount of Five Hundred and 00/100 Dollars ($500.00). Such sum shall be released by Escrow Holder to City. Upon close of escrow, such sum shall be applied as a credit to the purchase price. C. Payment of Balance of Purchase Price. No later than ten (10) business days prior to the Close of Escrow, Purchaser shall execute, acknowledge (if appropriate) and deposit into Escrow the balance of the Purchase Price, subtracting the Deposit made under Section 3.2 herein, of Seven Thousand One Hundred Fifty and 00/100 Dollars ($7,150.00) to Escrow, plus all additional sums necessary to close the Escrow including, but not limited to, all closing costs which shall be payable by Purchaser. City shall not be responsible for any costs in connection with the Escrow. D. Purchase Costs. Subject to the terms and conditions set forth herein, Purchaser hereby agrees to pay all escrow, closing and other Property acquisition-related costs in addition to the Purchase Price, incurred by the parties herein in the transfer of the Property ("Purchase Costs"). E. Conveyance of Title. At the Closing Date, City shall deliver to Title Company a Grant Deed ("Grant Deed") in the form of attached hereto as Exhibit "B", which Grant Deed shall convey all of City's interest in the fee to Purchaser. Title Company shall be instructed to record such Grant Deed in the Official Records of Riverside County, California, if and when Title Company holds instruments and funds accruing to Purchaser and City. F. Conditions Precedent to Transfer of Title. City shall not be obligated to execute and deposit the Deed into Escrow, unless all of the following conditions are satisfied on or before the Closing Date: 1. Purchaser has deposited into Escrow the funds described in Section IV (B) above; 2. Purchaser has deposited into Escrow the funds described in Section IV(C) above; 3. Purchaser has deposited into Escrow the funds described in Section IV (D) above; 4. All necessary funds and documentation have been deposited into Escrow pursuant to this Agreement and the Escrow Holder is irrevocably committed to close Escrow; 5. Purchaser has satisfied all other conditions set forth in this Agreement precedent to Close of Escrow; and 2 6. The Escrow Holder has notified City in writing that Purchaser has satisfied all conditions to Close of Escrow. Any waiver of the foregoing conditions must be express and in writing. In the event that Purchaser fails to satisfy the above-referenced conditions precedent, or defaults in the performance of its obligations hereunder, City may terminate this Agreement. V. EFFECTIVE DATE. This Agreement shall take effect from and after the date (which date shall be inserted into the preamble of this Agreement) of adoption and approval by the City pursuant to official action of the City. VI. NO WARRANTIES: "AS-IS" SALE. Except as set forth in this Agreement, Purchaser acknowledges that neither City nor any of its employees, agents or representatives has made any representations, warranties or agreements to or with Purchaser on behalf of City as to any matters concerning the Property, the physical condition, the present use thereof, the merchantability, or the suitability of Purchaser's intended use of the Property. City further acknowledges and agrees that the Property is to be purchased, conveyed and accepted by City in its present "AS-IS" condition. VI I. BROKERAGE COMMISSIONS. N/A, Vlll. RESPONSIBILITIES OF ESCROW HOLDER Deposit of Funds. All funds received in Escrow shall be deposited by the Escrow Holder in an escrow account with any state or national bank doing business in the State of California and insured by the Federal Deposit Insurance Corporation. A. Notices. All communications from the Escrow Holder shall be directed to the addresses and in the manner provided in Section IX of this Agreement for notices, demands and communications between City and Purchaser. B. Sufficiency of Documents. The Escrow Holder is not to be concerned with the sufficiency, validity, correctness of form, or content of any document prepared outside of Escrow and delivered to Escrow. The sole duty of the Escrow Holder is to accept such documents and follow City's and Purchaser's instructions for their use. C. Exculpation of Escrow Holder. The Escrow Holder shall in no event be liable for the failure of any of the conditions to Closing, or for forgeries or false impersonation, unless such liability or damage is the result of negligence or willful misconduct by the Escrow Holder. D. Responsibilities in the Event of Controversies. If any controversy documented in writing arises between City and Purchaser or with any third party with respect to the subject matter of the Escrow or its terms or conditions, the Escrow Holder shall not be required to determine the same, to return any money, papers or documents, or take any action regarding the Property prior to settlement of the controversy by a final decision of a court of competent jurisdiction or written agreement of the parties to the controversy. The Escrow Holder shall be responsible for timely notifying City and Purchaser of the controversy. In the event of such a controversy, the Escrow Holder shall not be liable for interest or damage costs resulting from failure to timely close the Escrow or take any other action unless such controversy has been caused by the failure of the Escrow Holder to perform its responsibilities hereunder. 3 IX. MISCELLANEOUS. A. Successors. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives, transferees, successors and assigns. The obligations of Purchaser under this Agreement shall inure to the benefit of City, any purchaser of City, and their respective heirs, representatives, transferees, successors and assigns. B. Time of Essence. Time is of the essence in this Agreement and with respect to each covenant and condition hereof. City and Purchaser each specifically agrees to strictly comply and perform its obligations herein in the time and manner specified and waives any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. C. Time Period Computations. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and California state or national holidays unless the reference is to business days, in which event such weekends and holidays shall be excluded in the computation of time and provide that if the last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or California state or national holiday, such act or notice shall be deemed to have been timely performed or given on the next succeeding day which is not a Saturday, Sunday or California state or national holiday. D. Interpretation: Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. E. No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. F. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. G. Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. H. Merger of Prior Agreements and Understandings. This Agreement, and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. 4 I. Notices. Any notice which either party may desire to give to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States Mail, registered or certified; or (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto: To City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager Copy to: Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Attn: Douglas C. Holland, Esq. To Purchaser: Basam Raei 730 S. Palm Avenue Palm Springs, CA 92264 Either party may from time to time, by written notice to the others, designate a different address which shall be substituted for the one(s) above specified, and/or specify additional parties to be notified. J. Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs and expenses incurred in addition to whatever other relief to which it may be entitled. K. Execution in Counter art. This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. L. Due Execution. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii).by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Property as of the date set forth above. "CITY" CITY OF PALM SPRINGS a municipal corporation and charter city City Manager -a. ATTEST: APPROVED BY CITY COUNCIL �. tyClerk obfz�f2 ���b-�� \�V `11 APPROV AS TO FORM: City A orney "PURCHASER" i By: Its: 6 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The Land is that certain real property located in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: Lots 35 & 36 Block B, Map Book 002/027, Palm Springs Add 1. APN 680-601-006 7 EXHIBIT"B" GRANT DEED FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Clerk, City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263-2743 GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF PALM SPRINGS, a municipal charter city, hereby grants to Basam Raei, the real property in the City of Palm Springs, County of Riverside, State of California, described in Exhibit " J" attached hereto and incorporated herein, by reference subject to the existing easements, restrictions and covenants of record thereon, and subject to the terms of the Agreement for the Purchase and Sale of Real Property executed concurrently herewith. "City" CITY OF PALM SPRINGS, a municipal corporation and charter city By: City Manager ATTEST: City Clerk 8 EXHIBIT "1" LEGAL DESCRIPTION OF PROPERTY The Property is located in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: Lots 35 & 36 Block B, Map Book 002/027 Palm Springs Addl. APN 680-601-006 -o r yq h 'gj ML A'{ + v .. # a ` -s k, At Subject Property APN n,;,;a .. - 133ft 680-601 -006 CityGIS Copyright @ 2006 All Rights Reserved. The information contained herein is the proprietary property of the contributor supplied under license and may not be approved except as licensed by Digital Map Products. MAILING INSTRUCTION SHEET Escrow No. 5694-ST Please furnish us with your contact information to assist in the processing of your escrow. PRIOR TO CLOSE OF ESCROW: � f Name(s) 2 vo c 1 6-. u jz T . Q. I u 2 "7g3 Mailing Address, City, State and ZY Overnight Mail Address(If different from above) -7&o - 32 9L.(0 o PHONE: Home Cell Business -� (e o- 322 -93 2-5 CL G•n 6 , Q LA Fax Number(s) email(Optional) —� V AFTER CLOSE OF ESCROW: (If same,write "SAME") ti A-m C— Names) Mailing Address,City, State and Zip Overnight Mail Address(if different from above) PHONE: Home Cell Business Fax Number(s) email(Optional) FORWARD CLOSING PAPERS VIA: ( ) REGULAR MAIL ( &J--CERTIFIED MAIL ( ) c/o REALTOR ( ) OVERNIGHT DELIVERY ( ) HOLD FOR PICKUP ( ) WIRE TRANSFER PROCEEDS(PER SEPARATE INST.) SIGNATURE(S): SUNSET ESCROW INC. 1445 North Sunrise Way,Ste 100 Palm Spring,CA 92262 760,325,6886 **Fax 760.325.6881 SALE ESCROW INSTRUCTIONS TO: SUNSET ESCROW INC. Date:June 22,2010 Escrow Officer: SHIRLEY THOMPSON Escrow Number: 5694-ST SUNSET ESCROW INC.IS LICENSED BY DOC,LICENSE 9632091. BASAM RAEI(hereinafter known as Buyer)agrees to purchase from CITY OF PALM SPRINGS,(hereinafter known as Seller)the real property set forth herein per the terms, conditions, consideration and instructions hereinafter stated. The Seller and Buyer herein shall deliver these signed escrow instructions to SUNSET ESCROW INC.,(herein after known as Escrow Holder),within 7 calendar days after receipt of same. Initial Deposit $500,00 Deposit Prior to close of Escrow $7,150.00 Total Cash Thru: $7,650.00 Total Consideration: $7,650.00 Furthermore,I will execute and deliver any instruments and/or funds which this escrow requires to show title as called for,all of which you are instructed to use on or before July 7,2010 or SOONER,provided you hold a Policy of Title insurance with the usual title company's exceptions, with a liability of not less than$7,650.00,covering property in the City of PALM SPRINGS,County of RIVERSIDE,State of CA. SEE ATTACHED EXHIBIT"A"ATTACHED HERETO COMMONLY KNOWN AS:VACANT LOT ,PALM SPRINGS,CA PARCEL NO.680-601-006 SHOWING TITLE VESTED IN: BASAM RAEI AND OR ASSIGNEE SUBJECT TO: 1. All installments) of the General and Special County, and city (if any) taxes for the current fiscal year, not due or delinquent,including any special levies,payments which are included therein and collected therewith. 2. Lien of Supplemental Taxes,if any,assessed pursuant to the provisions of Chapter 3.5(commencing with Section 75)of the Revenue and Taxation Code of the State of California. 3. Covenants,conditions,restrictions,reservations,easements for public utilities,districts,water companies,alleys and streets, rights and rights of way of record, if any: also exceptions of minerals,oil,gas,water,carbons and hydrocarbons and/or lease,if any,without the right of surface entry. INSTRUCTIONS TO ESCROW: ALL CASH TRANSACTION: Buyer to pay all cash in this transaction PRELIMINARY CHANGE OF OWNERSHIP REPORT: Prior to the close of escrow,Grantee shall cause to be handed to Escrow Holder a fully completed and executed"Preliminary Change of Ownership Report"pursuant to the requirements and in accordance with Sections 480.3 of the Revenue and Taxation Code,State of California. If Grantee so chooses,Grantee may elect not to complete and execute said form prior to the close of escrow. In such an event,Grantee is aware that a$20.00 charge will be assessed by the County Recorder's Office and Escrow Holder will charge the account of the Grantee accordingly. Escrow Holder's sole duty shall be the delivery of said form to the County Recorder at the time of recordation of transfer documents. SUPPLEMENTAL TAX INFORMATION: The tax assessor has the right to reassess the subject property after close of escrow and issue a supplemental tax bill to the Buyer,who shall be solely responsible for same. In the event the Seller receives a supplemental tax bill for prior tax year(s)before close of escrow,charge Seller's account. Supplemental tax bills for any tax period prior to close of escrow is the sole responsibility of Seller. In such event said supplemental bill will be added to the current tax bill and prorated accordingly at close of escrow. TAX BILLS ISSUED AFTER THE CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER, ADDITIONAL INSTRUCTIONS ATTACHED HERETO AND MADE A PART HEREOF My initials below represent my agreement and acknowledgement ofthe foregoing. SELLER(S) T BUYER(S)INiT7ALS: Page 1 "r pB t SUNSET ESCROW INC. Date:June 22,2010 ESCROW NO:5694-ST IRS 1099 REPORTING DISCLOSURE: Parties are made aware that we are required by law to report the total "gross" proceeds(total consideration/sales price)on all real estate sales to the IRS at closing. In addition,parties are further made aware that Escrow Holder will also be required by H.R.638"Home Sale Tax Faimess Act of 1992"to report to IRS the amount of real estate property taxes apportioned between the parties at close of escrow. Seller is to complete,sign and return the attached certification form to Escrow Holder,(all sellers must sign),and this escrow may not close if this form is not received prior to closing. This is an IRS requirement,and any questions should be directed to the Treasury Department and not Escrow Holder, NOTE: Corporations are automatically exempt from IRS 1099 reporting. FEES: Buyer to pay ALL fees in this transaction. MEMORANDA: THE FOLLOWING ARE SHOWN AS A MATTER OF AGREEMENT BETWEEN PARTIES ONLY. ALL PARTIES ARE AWARE. AND ACKNOWLEDGE THAT ESCROW HOLDER SHALL HAVE NO RESPONSIBILITY WITH REGARD TO THESE ITEMS. ESCROW HOLDER WILL TAKE NO ACTION WITH RESPECT TO THESE ITEMS EITHER BEFORE OR AFTER THE CLOSE OF ESCROW. NO AGENTS: These instructions are the ONLY written contract between the parties hereto. Buyer and Seller are aware that NO Real Estate Agents are involved in this transaction and any negotiations shall be done solely between the parties and Escrow Holder is acting as a third unbiased party and shall not be concerned or liable. BUYERS: SELLERS: CITY OF PALM SPRINGS BASAM RAEI By:�, �3� CI—rY AS -w 0 :� ..:w= tea:•; :...:.:.... ._ APPROVED BY CITY COUNCIL ADDITIONAL INSTRUCTIONS ATTACHED HERETO AND MADE A PART HEREOF My initials below represent my agreement and acknowledgement of the.foregoing. SELLER(S)INIT BUYER(S)INMAIS: � Page 2 1 SUNSET ESCROW INC. Date:June 22,2010 ESCROW NO:5694-ST ADDITIONAL ESCROW INSTRU TIQNS AND CONDITIONS 1. You are instructed to deposit all funds received by you with any state or national bank,state or federal savings bank,or state of federal savings and loan association,in trust account in the name of escrow holder,without any liability for payment of interest.The funds may be withdrawn by you and disbursed according to the instructions of the parties.All deposits made by personal check,cashier's check,certified check or deposit other than cash or wire transfer are subject to clearance and payment by financial institution on which drawn. All disbursements are to be made by check or escrow holder form the trust account.Neither you nor any of your employees will identify any payee or guarantee signatures of any person or entity at any financial institution. Funds deposited into escrow in the form of a check, draft, or similar instrument will be identified as collected funds when the escrow holder's financial institution confirms that the funds are available for disbursement. 2. Your duty is to act as escrow holder only and does not commence and escrow shall not be deemed opened until mutual escrow instructions signed by all parties are received by you. Until mutually executed escrow instructions are received,either party may unilaterally revoke these instructions by written request delivered to you and may withdraw any funds,instruments,documents or items previously handed to you. 3. All prorations and adjustments are to be made on the basis of a thirty(30)day month unless otherwise instructed in writing by all parties.For proration purposes,the Buyer will have ownership of the real property which is the subject of this escrow for the entire day, regardless of the hour of recording. The "close of escrow" with reference to prorations, adjustments and all purposes in this escrow shall be the day the instruments of conveyance are recorded or filed with the county recorder. 4. Any funds disbursed during or on the close of escrow will be issued jointly to the parties designated as payees unless you are instructed otherwise in writing by all designated payees.The funds representing loan and/or sale proceeds will be disbursed jointly to all persons who were the record owners of the real property which is the subject of the escrow. All disbursements of funds and/or delivery of other documents or instruments concerning this escrow will be mailed to the entitled parties by regular first-class mail,postage prepaid,at their respective addresses shown on file. However,at your discretion,you may send funds and/or other instruments or documents by certified or registered mail, federal express, messenger or facsimile machine, in which case the party for whom the delivery was made agrees to pay the costs. The provisions of this paragraph include, but are not limited to, request for demand statements, requests for beneficiary statements, request for homeowners' association statements or any other requests as you may deem necessary for the timely closing of this escrow.You are to instruct the county recorder to mail recorded documents to the entitled parties at their respective addresses.You are to instruct the title company to mail the title policy(s)to the Lender(s)or Buyer(s)as appropriate. 5. In addition to other costs and charges set forth in escrow instructions,Seller agrees to pay on demand,whether or not this escrow closes, all expenses and charges incurred by you on Seller's behalf, including, but not limited to, charges for preliminary title reports, title commitments, policies of title insurance, beneficiary statements, beneficiary demands, offset statements, documentary transfer tax stamps, preparation of, notarizing and recording of documents necessary in Seller's behalf,one-half(1/2)of sub-escrow fee,Seller's escrow fee and other costs as charged.In addition to the other costs and charges set forth in these escrow instructions, Buyer agrees to pay on demand, whether or not this escrow closes,all expenses and charges incurred by you on Buyer's behalf,including,but not limited to,recording fees, preparation of notarizing and recording trust deed(s)and other documents on Buyer's behalf,new loan charges,existing loan assumption transfer fees, one-half(1/2) of sub-escrow fees, Lender's policy of title insurance, fire insurance premiums,Buyer's escrow fee and other costs as charged. 6. NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY CONTAINED IN THESE ESCROW INSTRUCTIONS OR SUPPLEMENTS OR AMENDMENTS, ESCROW HOLDER SHALL NOT BE RESPONSIBLE FOR THE SUFFICIENCY,VALIDITY OR CORRECTNESS OF ANY SIGNATURE OF ANY PRINCIPAL TO THIS ESCROW OR ANY THIRD PARTY TO THIS ESCROW,NOR FOR THE SUFFICIENCY OR CORRECTNESS AS TO FORM,MANNER OF EXECUTION OR VALIDITY OF ANY DOCUMENTS DEPOSITED IN THIS ESCROW,NOR AS TO THE IDENTITY,AUTIIORITY,OR RIGHT OF ANY FERSONS EXECUTING THE SAME,EITHER AS TO DOCUMENTS OF RECORD OR THOSE-HANDLED IN THIS ESCROW, SHOULD THE PARTIES DESIRE THAT YOU VERIFY THE SIGNATURES ON INSTRUCTIONS RECEIVED BY YOU, THE PARTY(IES) WITHOUT FURTHER INSTRUCTIONS AUTHORIZED THE PAYMENT OF AN ESCROW FEE COMPUTED AT TWO TIMES YOUR REGULAR ESCROW FEE AND WILL DELIVER SEPARATE WRITTEN ESCROW INSTRUCTIONS SPECIFICALLY INSTRUCTING YOU TO DO SO. 7. You shall not be responsible for the following.(1)the sufficiency or correctness as to form,manner of execution or validity of any documents deposited in this escrow,(2)the identity,authority,or right of any person executing the same,either as to documents of record of those handled in this escrow;or(3)the failure of any party to comply with any of the provisions of any agreement,contract or other instrument filed or deposited in this escrow or referred to in these escrow instructions. Your duties shall be limited to the safekeeping of money and documents received by you as escrow holder and for the disposition in compliance with the written instructions accepted by you in this escrow.You shall not be requited to take any action regarding the collection,maturity,or apparent outlaw of any obligations deposited with you unless otherwise instructed in writing, 8. You are not to be held responsible in any way whatsoever for any personal property tax which may be assessed against any former or present owner of the subject property described in these escrow instructions,nor for the corporation or license tax of any corporation as a former or present owner. 9. If it is necessary,proper or convenient for the consummation of this escrow,you are authorized to deposit or have deposited funds or documents,or both,handed you under these escrow instructions with any duly authorized sub-escrow agent, including, but not limited to, any bank, trust company,title insurance company,title company, savings and loan association,or licensed escrow agent,subject to your order at or before close of escrow in connection with closing this escrow,Any such deposit shall be deemed a deposit under the meaning of these escrow instructions. 10. The parties to this escrow have satisfied themselves outside of escrow that the transaction covered by this escrow is not in violation of the Subdivision Map Act or any law regulating land division, zoning ordinances or building ADDITIONAL INSTRUCTIONS ATTACHED HERETO AND MADE A PART HEREOF My initials below represent my agreement and acknowledgement of the foregoing. SELI.FJgS)INrrl BUYER(S)INITIALS:___ Page 3 l ; SUNSET ESCROW INC. Date:June 22,2010 ESCROW NO:5694-ST restrictions which may affect the land or improvements that are the subject of this escrow. You, as escrow holder, are relieved of all responsibility and liability in connection with such laws,ordinances,restrictions or regulations and are not to be concerned with any of their enforcement. 11. if any form of Purchase Agreement or amendment or supplement (collectively "Purchase Agreement") is deposited in this escrow, it is understood that such document shall be effective only as between the parties signing the Purchase Agreement.You,as escrow holder,are not to be concerned with the terms of any Purchase Agreement and are relieved of all responsibility and liability for the enforcement of its terms. Your only duty is to comply with the instructions set forth in the escrow instructions.You are not responsible for interpreting or acting on any provision of any Purchase Agreement on which these escrow instructions may be based and you shall not rely on any knowledge or understanding you may have of any such Purchase Agreement in ascertaining or performing your duties as escrow holder. In connection with any loan transaction,you are authorized to deliver a copy of any Purchase Agreement,supplement or amendment and a copy of all escrow instructions,supplements or amendments to the Lender. 12. You are not to be concerned with the giving of any disclosures required by federal of state law,including,but not limited to,Real Estate Settlement Procedures Act,Regulation Z-Truth-In-Lending,condition of the subject property or other warnings,or any other warranties,express or implied. 13. Except as set forth.in Paragraph 14 below,you shall not be responsible and you are released from and shall have no liability,obligation or responsibility with respect to withholding of funds under§1445 of the Internal Revenue Code of 1954,as amended,commonly know as the Foreign Investment in Real Property Tax Act("FIRPTA")or the California FIRPTA under§18805,et seq.of the California Revenue&Taxation Code("CAL-FIRPTA")-Advice about FIRPTA or CAL-FIRPTA its requirements,a determination whether the Seller/transferor is a foreign person,as defined,or obtaining a non-foreign affidavit or exemption from withholding or other information concerning compliance or non-compliance will not be given to the parties by the escrow holder.The parties are advised to seek independent legal,financial and tax counsel from their respective legal,financial and tax advisors. 14. The parties are aware that California law effective January 1, 1991 requires you to withhold a sum equal to 3 1/3% of the sale price under certain conditions where Seller does not reside in the State of California or funds are transmitted outside of California.The parties agree to prepare and deposit such other and further documents or instruments as are necessary for you to comply with this instruction and California state law.The parties herewith acknowledge receipt of the Notification of the California Franchise Tax Board embodying the California state law commonly known as CAL- FIRPTA as stated in California Revenue and Taxation Code§§18805 and 26131. 15. You are authorized to deliver copies of all escrow instructions,supplements and amendments,estimated and final closing statements,preliminary title reports,and notices of cancellation,if any,to the real estate broker(s),real estate sales agent(s),Lender(s),Lender's agent(s)and/or attorneys(s)for the parties,upon the parties'oral or written request.You shall not incur any liability to the parties for delivery of the copies. 16, You shall make no physical inspection of the real property or personal property described in any instrument deposited in or which is the subject of this escrow. You have made no representations or warranties concerning any such real property or personal property and are not to be concerned with nor liable for the conditions of real property or personal property. IT The parties authorize the recordation of any instrument delivered through this escrow if necessary or proper for the issuance of the required policy of title insurance or for the closing of this escrow. Funds, instructions or instruments received in this escrow may be delivered to, or deposited with any title insurance company of title company to comply with the terms and conditions of this escrow. 18. You are authorized to deduct from Seller's net proceeds or Buyer's net proceeds any amount which either Seller or Buyer may owe you in any other matter or transaction. You are authorized to charge and the parties agree to pay additional escrow fees for extraordinary services not within the range of customary escrow processing,including,but not limited to,the verification of signatories to escrow instructions. 19. You are to use your usual document forms or the usual forms of any title insurance company or title company and in our instructions insert dates and terms on the instruments if incomplete when executed. 20. If the date by which Buyer's or Seller's performances are due shall be other than your regular business day,such Performances shall be due on your next'succeeding business day. 21. You shall conduct no lien or title search of personal property regarding the sale or transfer of any personal property through this escrow.Should the party(ies)desire that you conduct a lien or title search of personal property,the party(ies) requesting the same shall deliver separate and specific written escrow instructions to you along with an agreement to pay your additional escrow fees. 22. You shall not be responsible in any way whatsoever nor are you to be concerned with any question of usury in any loan or encumbrance,whether new or of record,which may arise during the processing of this escrow. 23. The parties agree to deliver to you all documents,instruments,escrow instructions and funds required to process and close this escrow in accordance with its terms. ADDITIONAL.INSTRUCTIONS ATTACHED HERETO AND MADE A PART HEREOF My initials below represent my agreement and acknowledgement of the,foregoing. SELLEk(S)(Nat BUYE1t(S)1X1TLA19: H Page 4 SUNSET ESCROW INC. Date:June 22,2010 ESCROW NO:5694-SC 24. You are instructed to provide title to the subject real property in the condition identified in the escrow instructions by the parties.You are not responsible for the contents or accuracy of any beneficiary demands and/or beneficiary statements delivered to you by the existing lien holder.You are not required to submit any such beneficiary statement and/or beneficiary demand to the parties for approval before the close of escrow unless expressly instructed to do so in writing. Should the party(ies)desire to pre-approve any such beneficiary statgment and/or beneficiary demand,the part(ies)requesting the same shall deliver separate and specific written escrow instructions to you. 25. You are not to be responsible in any way whatsoever nor to be concerned with the terms of any new loan or the content of any loan documents obtained by any party in connection with this escrow except to order such loan documents into the escrow file, transmit the loan documents to Buyer for execution and transmit the executed loan documents to Lender.The parties understand and agree that you are not involved nor concerned with the approval and/or processing of any loan or the contents and effect of loan documents prepared by a Lender. 26. The parties agree to complete and deliver to you a Statement of Information as required by the title insurance company or title company. 27, The Federal Tax Reform Act of 1986,as amended,and the California Revenue&Taxation Code,require certain transactions to be reported to the Internal Revenue Service and the California State Franchise Tax Board. In those transactions Seller will furnish a correct tax identification number to you so you can report this transaction as required by law.Seller understands that Seller may be subject to civil or criminal penalties for failure to do so. 28. The parties expressly indemnify and hold you harmless against third-party claims for any fees,costs or expenses where you have acted in good faith, with reasonable care and prudence and/or in compliance with these escrow instructions. 29. The parties agree that you have the responsibilities of an escrow holder only and there are no other legal relationships established in the terms and conditions of the escrow instructions. In connection with this escrow: (1)you shall have no duty or responsibility of notifying any of the parties to this escrow of any sale, resale, loan,exchange or other transaction involving any of the subject real property or personal property,(2)you shall have no responsibility or duty to disclose any benefit, including, but not limited to financial gain, realized by any person, firm or corporation involving any of the subject real property or personal property,and(3)you shall have no responsibility or duty to disclose any profit realized by any person,firm or corporation including,but not limited to,any real estate broker,real estate sales agent and/or a party to any other escrow,in connection therewith,although such other transaction may be handled by you in this escrow or in another escrow transaction. If,however,you are instructed in writing by any party,Lender or other entitled person to disclose any sale,resale,loan,exchange or other transaction involving any of the subject real property or personal property or any profit realized by any person,firm or corporation to any party to this escrow,you shall do so without incurring any liability to any party. You shall not be liable for any of your acts or omissions done in good faith nor for any claims,demands,losses or damages made or suffered by any party to this escrow,excepting such as may arise through or be caused by you willful neglect or gross misconduct. 30. Buyer acknowledges that pursuant to the California Revenue&Taxation Code a Change of Ownership form is required by the county recorder to be completed and affixed to any documents submitted for recording which evidence a conveyance of title. The Change of Ownership form shall be furnished to Buyer by you for Buyer's completion and execution. Buyer is aware that if Buyer does not complete the form in full,sign and return it to you before closing, a penalty will be assessed by the county recorder. If the Change of Ownership form is not filed after the close of escrow within the time limits set forth by the county recorder,severe additional penalties will be assessed against the Buyer.FOR INFORMATION AND ASSISTANCE IN COMPLETING THE CHANGE OF OWNERSHIP FORM, BUYER MAY CONTACT THE COUNTY RECORDER AND ASSESSORS OFFICES IN THE COUNTY IN WHICH THE SUBJECT PROPERTY 1S LOCATED. 31, Notwithstanding any other provisions in these escrow instructions and in addition to other fees and cost to which you may be entitled,the parties,jointly and severally,agree that if this escrow is not consummated within ninety(90)days of the date set for closing,you are instructed to,and without further instructions,withhold your escrow hold open fee of $50.00 per month from the funds on deposit,with you regardless of who deposited such funds. The parties,jointly and severally,further agree that if you,for any reason,required to hold funds after close of escrow,you are instructed to,and without further instructions,withhold an escrow fee of$50.00 per month from the funds on deposit with you regardless of who deposited such funds.The parties irrevocably instruct you to automatically cancel this file without further instructions when all funds on deposit have been disbursed. 32, Your escrow holder agency shall terminate six(6)months following date last set for close of escrow and shall be subject to earlier termination by receipt by you of mutually executed cancellation instructions. If this escrow was not closed or cancelled within the described six(6)month period,you shall have no further obligation as escrow holder except to disburse funds and documents pursuant to written escrow instructions and to interplead or otherwise dispose of funds and documents in accordance with a validly issued and validly served order from a court of competent jurisdiction, if the conditions of this escrow have not been complied with at the expiration date in these escrow instructions, you are instructed to complete the conditions at the earliest possible date,unless Buyer or Seller have rnade written demand upon you for the return of the funds and/or instruments deposited by Buyer or Seller and/or for cancellation of this escrow. Should demands be made upon you,you may withhold and stop all further proceedings in this escrow without liability for interest on funds held or for damages until mutual cancellation instructions signed by all parties shall have been deposited with you.The parties,jointly and severally,agree that if this escrow cancels or is otherwise terminated and not closed,the parties shall pay for any cost and expenses which you have incurred or have become obligated for under these escrow instructions, including, but not limited to, attorneys' fees, arbitration fees and costs and reasonable escrow fees for the ADDITIONAL INSTRUCTIONS AT I ACHED HERETO AND MADE A PART HEREOF My initials below represent my agreement and acknowledgement of the foregoing. SELLER(S)INITIALS T BUYER(S)INITIALS: ("- Page 5 SUNSET ESCROW INC. Date:June 22,2010 ESCROW NO:5694-ST services rendered by you,the parties agree that such cost and expenses shall be paid and deposited in escrow before any cancellation or other termination of this escrow is effective.The parties agree that said charges for expenses,costs,and fees may be apportioned between Buyer and Seller in a manner which,in your sole discretion,you consider equitable,and that your decision will be binding and conclusive upon the parties.Upon receipt of mutual cancellation instructions of a final order or judgment of a court of competent jurisdiction with accompanying writs of execution,levies or garnishments, you are instructed to disburse the escrow funds and instruments in accordance with such cancellation instructions,order or judgment and accompanying writ and this escrow shall,without further notice,be considered terminated and cancelled. 33, The parties shall cooperate with you in carrying out the escrow instruction they deposit with you and completing this escrow. The parties shall deposit into escrow, upon request, any additional funds, instruments, documents, instructions, authorizations,or other items that are reasonably necessary to enable you to comply with demands made on you by third parties, to secure policies of title insurance,or to otherwise carry out the terms of their instructions and close this escrow.If conflicting demands or notices are made or served upon you or any controversy arises between the parties or with any third person arising out of or relating to this escrow, you shall have the absolute right to withhold and stop all further proceedings in, and in performance of,this escrow until you receive written notification satisfactory to you of the settlement of the controversy by written agreement of the parties,or by the final order or judgement of a court of competent jurisdiction.All of the parties to this escrow,jointly and severally,promise to pay promptly on demand,as well as to indemnify you and to hold you harmless from and against all administrative governmental investigation, audit and legal fees, litigation and interpleader costs, damages, judgments, attorneys' fees,arbitration costs and fees,expenses, obligations and liabilities of every kin(collectively "costs") which in good faith you may incur or suffer in connection with or arising out of this escrow,whether said costs arise during the performance of or subsequent to this escrow,directly or indirectly,and whether at trial,on appeal,in administrative action,or in an arbitration.You are given a lien upon all the rights,titles and interests of the parties and all escrow papers and other property and monies deposited into this escrow to protect your rights and to indemnify and reimburse you.If the parties do not pay any fees, costs or expenses due you under the escrow instructions or do not pay for costs and attorneys' fees incurred in any litigation,administrative action and/or arbitration,on demand,they each agree to pay a reasonable fee for any attorney services which may be required to collect such fees or expenses,whether attorneys'fees are incurred before trial,at trial,on appeal or in arbitration. 34. ALL NOTICES,DEMANDS AND INSTRUCTIONS MUST BE IN WRITING.No notice,demand,instruction, amendment,supplement or modification of these escrow instructions shall be of any effect in this escrow until delivered in writing to you and mutually executed by all parties.AS SET FORTH ABOVE,YOU HAVE NO DUTY TO AND SHALL NOT VERIFY THE SIGNATURES OF ANY PARTIES OF NON-PARTIES UNLESS FURTHER WRITTEN ESCROW INSTRUCTIONS TO DO SO ARE RECEIVED AND THE ADDITIONAL ESCROW FEES ARE DEPOSITED. Any purported oral instruction,amendment,supplement,modification,notice or demand deposited with you by the parties or either of them shall be ineffective and invalid.You are to be concerned only with the directives expressly set forth in the escrow instructions, supplements and amendments thereto, and are not to be concerned with nor liable for items designated as"memorandum items"in the escrow instructions. 35. These escrow instructions may be executed in counterparts,each of which shall be deemed an original regardless of the date of its execution and delivery.All such counterparts together shall constitute the same document. 36. If any check submitted to you is dishonored upon presentment for payment,you are authorized to notify all parties to the within escrow,their respective real estate broker(s)and real estate agent(s)and any other person or entity you deem in your sole discretion necessary to notify. 37. You are authorized to accept oral instructions from the parties'real estate broker(s),real estate agent(s),Lender(s) or Lender's agent(s)concerning the preparation of escrow instructions,amendments or supplements.However,you are not to act upon any instructions so delivered until you have received the same in writing signed by all parties to this escrow. 38, In these escrow instructions,whether the context so requires,the masculine gender includes the feminine and/or neuter and the singular number includes the plural. 39. The parties acknowledge and understand that you,as escrow holder,are not authorized to practice the law nor do you give financial advice.The parties are advised to seek legal and financial counsel and advice concerning the effect of . these escrow instructions.The parties acknowledge that no representations are made by you above the legal sufficiency, legal consequences,financial effects or tax consequences of the within escrow transaction. 40. You are authorized to destroy or otherwise dispose of any and all documents, papers, escrow instructions, correspondence and records or other material constituting or pertaining to this escrow at any time after five(5)years from the date of: (1)the close of escrow,(2)the date of cancellation,or(3)the date of the last activity without liability and without further notice to the parties. 41. The parties agree to release you from any and all liability of any kind or nature and to indemnify you from any loss,damages, claims,judgments or costs of any kind or nature resulting from or related to the release or discharge of hazardous or toxic wastes on the subject•property whether it occurred in the past or present or may occur in the future which release or discharge is in violation of law,in excess of any state and federal standards,permit requirements and/or disclosure requirements existing at this time or which may exist at a future time.The parties represent that they made their own assessment of the condition of the subject property and have not relied on any of your representations in making the assessment.The parties are advised to seek independent legal and technical environmental expert advice in assessing the risks associated with potential hazardous or toxic wastes. ADDITIONAL INSTRUCTIONS ATTACHED HERETO AND MADE A PART HEREOF My inniah below represent my agreement and aclaumledgemem of the foregoing. SELLER(S)fNr r BUYER(S)1KMALS:_ Page 6 SUNSET ESCROW INC. Date:June 22,2010 ESCROW NO:5694-ST 42, You are instructed to take notice of all information received by you on your company's facsimile machine. To close this escrow we each agree to provide you with executed original documents when, in your sole discretion, you request their delivery to you. 43. The parties signatures on all escrow instructions and instruments pertaining to the within escrow indicates their unconditional acceptance and approval of same and you are entitled to rely on the parties execution. We jointly and severally,acknowledge receipt of a complete copy of the within escrow instructions and by our signatures set forth below,acknowledge that we have read and understand and agree to the same in their entirety. ALL PARTIES TO THIS ESCROW ACKNOWLEDGE THAT SUNSET ESCROW, INC. DOES NOT PROVIDE ADVICE NOR HAS IT MADE ANY INVESTIGATION, REPRESENTATIONS OR ASSURANCES WHATSOEVER REGARDING THE LEGAL ASPECTS OR COMPLIANCE OF THIS TRANSACTION WITH ANY TAX, SECURITIES OR ANY OTHER STATE OR FEDERAL LAWS, IT IS RECOMMENDED THAT THE PARTIES OBTAIN INDEPENDENT LEGAL COUNSEL AS TO SUCH MATTERS. ADDITIONAL INSTRUCTIONS ATTACHED HERETO AND MADE A PART HEREOF My intuals below represem my agreement and ackm)wledgemem of the foregoing. BUYER(S)INITIALS: Page 7 RECORDING REQUESTED BY: ORANGE COAST TITLE COMPANY WHEN RECORDED,MAIL TO: BASAM RAEI PO BOX 472 PALM SPRINGS,CA 92262 APN: 680-601-006 TITLE ORDER NO.: 1179016-10 ESCROW NO.:5694-ST THIS SPACE FOR RECORDER'S USE ONLY GRANT DEED The undersigned Grantor(s)declare that the DOCUMENTARY TRANSFER TAX IS: $ 8.80 County XX computed on the full value of the interest of property conveyed,or computed on the full value less the value of liens or encumbrances remaining thereon at the time of sale. __-- OR transfer is EXEMPT from tax for the following reason FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF PALM SPRINGS, A MUNICIPAL CORPORATION AND CHARTER CITY HEREBY GRANT(S)to BASAM RAEI AND OR ASSIGNEE All that real property situated in the City of PALM SPRINGS, County of RIVERSIDE, State of CA, described as: SEE ATTACHED EXHIBIT"A"ATTACHED HERETO Commonly Known As: VACANT LOT/PARCEL NO. 680-601-006 PALM SPRINGS, CA Dated: June 23, 2010 STATE OF CALIFORNIA // } COUNTY of I, axe CITY OF PALM SPRINGS On___ UVV- 19 01_a49}O before me, �. A &vk•. dhl ee, (here insert name and title of the officer) nn__ � �+ ��� David H. Read anager personally appeared I Ji �^� APPROVED BY CITY COUNCIL who proved to me on the basis of satisfactory evidence to be the person(1Q whose nameO is* subscribed to the within �y'] instrument and acknowledged to me thai&Ke/fbey executed �'��` ``i � 7 0 FORM the same in&H Ar 6ir authorized capacity(), and that by fad (qh+u/tl)4ir signature on the instrument the person(A), or the entity upon behalf of which the person(�q acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Y L 0/47 State of California that the foregoing paragraph is true and correct. Oita =� . ..._ WITNESS my hand and o icial seal. Signature - (SEAL) CYNTHIA A.BERARDI Commission*1879529 ri -- Notary Public-California Riverside County EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The Land is that certain real property located in the City of Palm Springs, County of Riverside, State of California, more particularly described as follows: Lots 35 & 36 Block B, Map Book 002/027, Palm Springs Add 1. APN 680-601-006 7