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01tt% CITY COUNCIL STAFF REPORT
DATE: May 7, 2014 CONSENT CALENDAR
SUBJECT: AS SUCCESSOR AGENCY APPROVING THE SALE OF THE PRAIRIE
SCHOONER PARKING LOT AND APPROVING THE SALE OF THE
CONVENTION CENTER NORTH PARKING LOT TO THE CITY OF
PALM SPRINGS, PURSUANT TO THE APPROVED LONG-RANGE
PROPERTY MANAGEMENT PLAN.
FROM: David H. Ready, City Manager
BY: Department of Community & Economic Development
SUMMARY
Assembly Bill ("AB") 1484, enacted in June 2012, requires all successor agencies to
former redevelopment agencies that owned property as of the time of redevelopment
dissolution in 2011 to prepare a Long Range Property Management Plan ("PMP"). The
PMP governs the disposition and use of property held by the former redevelopment
agency pursuant to legal requirements.
On December 16, 2013, the Oversight Board approved a PMP for submittal to the State
Department of Finance for review and approval.
These actions are the sale of two of the properties listed in the PMP at the value listed
in the PMP. They are both parking lots near the City's Convention Center.
RECOMMENDATION:
1. Adopt Resolution No. , "A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY, APPROVING THE SALE OF THE PRAIRIE
SCHOONER PARKING LOT (PROPERTY 3, APN 508-055-007, 508-055-008,
and 508-055-009) TO THE CITY OF PALM SPRINGS, PURSUANT TO THE
APPROVED LONG-RANGE PROPERTY MANAGEMENT PLAN."
ITEM NO.
City Council Staff Report
May 7, 2014
Page 2—Approval of Sale of Convention Center North Lot and Prairie Schooner Lot
2. Adopt Resolution No. , "A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY, APPROVING THE SALE OF THE CONVENTION
CENTER NORTH PARKING LOT (PROPERTY 4, APN 508-034-012, 508-034-
013, 508-034-014) TO THE CITY OF PALM SPRINGS, PURSUANT TO THE
APPROVED LONG-RANGE PROPERTY MANAGEMENT PLAN."
BACKGROUND AND ANALYSIS:
Pursuant to Health and Safety Code section 34191.5 (part of AB 1484), each successor
agency that holds property from a former redevelopment agency is required to submit a
PMP to the State Department of Finance ("DOF") within six months after receiving a
"Finding of Completion" from DOF. Prior to the submittal of the PMP to DOF, the
successor agency's oversight board must approve the PMP.
On December 16, 2013, the Oversight Board approved a PMP for submittal to the State
Department of Finance for review and approval. At the same time, it approved actions
that allowed the Successor Agency request a Finding of Completion from DOF. That
finding was received by the Successor Agency on January 2, 2014.
In January, the Oversight Board was asked to approve an amendment to the PMP for a
number of properties that had their values originally listed as "zero." Those properties
had low values, in the consultant's opinion, due to their low economic potential either
because of the amount of renovation necessary to bring it to a market condition (e.g.
Plaza Theatre) or because they were downtown parking lots, zoned as parking only
(five downtown lots).
The Oversight Board adopted Resolution 020, which adjusted the zero values to the
"carrying" or book value the property is held by the City at for the purposes of GASB. In
many cases the carrying values are likely to be in excess of the true market value, and
Resolution 020 contains language that would allow the Successor Agency to
commission an appraisal at the time of sale in order to establish a lower sale price.
The other six properties, including these two lots, did not have their values challenged
by DOF. Instead, the estimates of value were based on a body of relatively recent
transactions and are considered fair.
Therefore, these two actions are the sale of two of the properties listed in the PMP at
the value listed in the PMP. They are both parking lots near the City's Convention
Center. The Dissolution Act requires that a property management plan include an
estimate of the value of property, as well as recent appraisal information, to provide the
Oversight Board, DOF, and other interested parties information on the properties
involved.
02
City Council Staff Report
May 7, 2014
Page 3—Approval of Sale of Convention Center North Lot and Prairie Schooner Lot
The City desires the right to purchase the Prairie Schooner Parking Lot (APNs 508-055-
007, 508-055-008, and 508-055-009) from the Successor Agency for the amount of One
Million Four Hundred Two Thousand, Six Hundred Thirty Two Dollars ($1,402,632);
and the Convention Center North Parking Lot (APNs 508-034-012, 508-034-013, 508-
034-014) from the Successor Agency for the amount of Two Million Two Hundred
Eleven Thousand, Eight Hundred Ninety Six Dollars ($2,211,896).
Because these are "sales' and not holding land for governmental purposes, no
compensation agreements with other taxing entities are necessary. Instead, the sale
proceeds shall be remitted to the County Auditor-Controller for allocation to all of the
affected taxing agencies on the normal basis.
J RAYMONDw-} MES THOMPSON
erector of Comm ti & Economic Chief of Staff/City Clerk
Development [J�
DAVID H. READY
City Manager
Attachments: Two Proposed Resolutions
03
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE PALM
SPRINGS COMMUNITY REDEVELOPMENT AGENCY
APPROVING THE SALE OF THE PRAIRIE SCHOONER
PARKING LOT (PROPERTY 3, APN 508-055-007, 508-055-
008, and 508-055-009) TO THE CITY OF PALM SPRINGS,
PURSUANT TO THE APPROVED LONG-RANGE
PROPERTY MANAGEMENT PLAN.
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs
("Redevelopment Agency") was a redevelopment agency in the City of Palm Springs
("City"), duly created pursuant to the California Community Redevelopment Law (Part 1
(commencing with Section 33000) of Division 24 of the California Health and Safety
Code) ("Redevelopment Law"); and
WHEREAS, the Community Redevelopment Agency was responsible for the
administration of redevelopment activities within the City; and
WHEREAS, AB X1 26 and AB X1 27 were signed by the Governor of California
on June 28, 2011, making certain changes to the Redevelopment Law, including adding
Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section
34170) ("Part 1.85") to Division 24 of the California Health and Safety Code which
effectively dissolves the Redevelopment Agency ("Dissolution Act"); and
WHEREAS, under the Dissolution Act, the term "successor agency" was defined
to refer to the dissolved redevelopment agency's sponsoring community (the city,
county or city and county that formed the Dissolved RDA), unless the sponsoring
community adopted a resolution electing not to serve in that capacity; and
WHEREAS, pursuant to Health and Safety Code section 34191.5 (part of AB
1484), each successor agency that holds property from a former redevelopment agency
is required to submit a PMP to the State Department of Finance ("DOF") within six
months after receiving a "Finding of Completion" from DOF. Prior to the submittal of the
PMP to DOF, the successor agency's oversight board must approve the PMP; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), successor
agencies are required to send long-range property management plans to the oversight
board and DOF no later than six months following the issuance of the finding of
completion; and
WHEREAS, the City Council requested that DOF issue a finding of completion on
December 16, 2013; and
04
Resolution No.
Page 2
WHEREAS, the DOF issued a finding of completion to the Agency on
January 2, 2014; and
WHEREAS, the Successor Agency prepared a Long Range Property
Management Plan in accordance with the provisions of Section 34191.3 of the
Dissolution Act, indicating the intended disposition and use of the real property assets of
the former Redevelopment Agency; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), the Long-
Range Property Management Plan was approved by the Oversight Board on December
16, 2013 and by the California Department of Finance in March, 2014; and
WHEREAS, the Long-Range Property Management Plan indicated that all twelve
(12) of the Agency-held properties were to be sold, and that the City of Palm Springs
was the likely buyer for a number of the properties, particularly parking lots; and
WHEREAS, the City desires the right to purchase the Prairie Schooner Parking
Lot (APNs 508-055-007, 508-055-008, and 508-055-009) from the Successor Agency at
the property value prepared by the Successor Agency's independent consultant and
contained in the Long-Range Property Management Plan in the amount of One Million
Four Hundred Two Thousand, Six Hundred Thirty Two Dollars ($1,402,632).
NOW, THEREFORE, BE IT RESOLVED OF THE CITY COUNCIL OF THE CITY
OF PALM SPRINGS ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR
AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY AS
FOLLOWS:
SECTION 1. The City Council hereby finds and determines that the foregoing
recitals are true and correct, and incorporates them herein by reference.
SECTION 2. The City Council acting solely in its capacity as Successor Agency
to the Community Redevelopment approves the sale of the Prairie Schooner Parking
Lot (APNs 508-055-007, 508-055-008, and 508-055-009) to the City of Palm Springs
Plan in the amount of One Million Four Hundred Two Thousand, Six Hundred Thirty
Two Dollars ($1,402,632), pursuant to the approved Long-Range Property Management
Plan.
SECTION 3. At such time as the Successor Agency receives proceeds from the
sale of any property as identified in the long-range property management plan, the
Successor Agency shall comply with applicable statutes regarding the distribution of
these proceeds to the County Auditor Controller for dissemination to the affected taxing
agencies.
SECTION 4. This Resolution shall take effect upon adoption.
05
Resolution No.
Page 3
ADOPTED ON THIS 7T" DAY OF MAY, 2014.
DAVID H. READY, CITY MANAGER
ATTEST:
JAMES THOMPSON, CITY CLERK
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I JAMES THOMPSON, CityClerk of the City of Palm Springs, hereb certify that
tYY fY
Resolution No. is a full, true and correct copy, and was duly adopted at a
regular meeting of the City Council of the City of Palm Springs on 7th day of May, 2014,
by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
JAMES THOMPSON, CITY CLERK
City of Palm Springs, California
06
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE
COMMUNITY REDEVELOPMENT AGENCY, APPROVING
THE SALE OF THE CONVENTION CENTER NORTH
PARKING LOT (PROPERTY 4, APN 508-034-012, 508-034-
013, 508-034-014) TO THE CITY OF PALM SPRINGS,
PURSUANT TO THE APPROVED LONG-RANGE
PROPERTY MANAGEMENT PLAN.
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs
("Redevelopment Agency") was a redevelopment agency in the City of Palm Springs
("City"), duly created pursuant to the California Community Redevelopment Law (Part 1
(commencing with Section 33000) of Division 24 of the California Health and Safety
Code) ("Redevelopment Law"); and
WHEREAS, the Community Redevelopment Agency was responsible for the
administration of redevelopment activities within the City; and
WHEREAS, AB X1 26 and AB X1 27 were signed by the Governor of California
on June 28, 2011, making certain changes to the Redevelopment Law, including adding
Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section
34170) ("Part 1.85") to Division 24 of the California Health and Safety Code which
effectively dissolves the Redevelopment Agency ("Dissolution Act"); and
WHEREAS, under the Dissolution Act, the term "successor agency" was defined
to refer to the dissolved redevelopment agency's sponsoring community (the city,
county or city and county that formed the Dissolved RDA), unless the sponsoring
community adopted a resolution electing not to serve in that capacity; and
WHEREAS, pursuant to Health and Safety Code section 34191.5 (part of AB
1484), each successor agency that holds property from a former redevelopment agency
is required to submit a PMP to the State Department of Finance ("DOF") within six
months after receiving a "Finding of Completion" from DOF. Prior to the submittal of the
PMP to DOF, the successor agency's oversight board must approve the PMP; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), successor
agencies are required to send long-range property management plans to the oversight
board and DOF no later than six months following the issuance of the finding of
completion; and
WHEREAS, the Successor Agency requested that DOF issue a finding of
completion on December 16, 2013; and
07
Resolution No.
Page 2
WHEREAS, the DOF issued a finding of completion to the Agency on
January 2, 2014; and
WHEREAS, the Successor Agency prepared a Long Range Property
Management Plan in accordance with the provisions of Section 34191.3 of the
Dissolution Act, indicating the intended disposition and use of the real property assets of
the former Redevelopment Agency; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), the Long-
Range Property Management Plan was approved by the Oversight Board on December
16, 2013 and by the California Department of Finance in March, 2014; and
WHEREAS, the Long-Range Property Management Plan indicated that all twelve
(12) of the Agency-held properties were to be sold, and that the City of Palm Springs
was the likely buyer for a number of the properties, particularly parking lots; and
WHEREAS, the City desires the right to purchase the Convention Center North
Parking Lot (APNs 508-034-012, 508-034-013, 508-034-014) from the Successor
Agency at the property value prepared by the Successor Agency's independent
consultant and contained in the Long-Range Property Management Plan in the amount
of Two Million Two Hundred Eleven Thousand, Eight Hundred Ninety Six Dollars
($2,211,896); and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PALM SPRINGS ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR
AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY AS
FOLLOWS:
SECTION 1. The City Council hereby finds and determines that the foregoing
recitals are true and correct, and incorporates them herein by reference.
SECTION 2. The City Council acting solely in its capacity as Successor Agency
to the Community Redevelopment Agency approves the sale of the Convention Center
North Parking Lot (APNs 508-034-012, 508-034-013, 508-034-014) to the City of Palm
Springs Plan in the amount of Two Million Two Hundred Eleven Thousand, Eight
Hundred Ninety Six Dollars ($2,211,896), pursuant to the approved Long-Range
Property Management Plan.
SECTION 3. At such time as the Successor Agency receives proceeds from the
sale of any property as identified in the long-range property management plan, the
Successor Agency shall comply with applicable statutes regarding the distribution of
these proceeds to the County Auditor Controller for dissemination to the affected taxing
agencies.
SECTION 4. This Resolution shall take effect upon adoption.
011
Resolution No.
Page 3
ADOPTED THIS 7TH DAY OF MAY, 2014.
DAVID H. READY, CITY MANAGER
ATTEST:
JAMES THOMPSON, CITY CLERK
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, JAMES THOMPSON, City Clerk of the City of Palm Springs, hereby certify that
Resolution No. is a full, true and correct copy, and was duly adopted at a
regular meeting of the City Council of the City of Palm Springs on 7th day of May, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
JAMES THOMPSON, CITY CLERK
City of Palm Springs, California
09
Page 1 of 2
RESOLUTION NO. 23546
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE
COMMUNITY REDEVELOPMENT AGENCY, APPROVING
THE SALE OF THE PRAIRIE SCHOONER PARKING LOT
(PROPERTY 3, APN 508-055-007, 508-055-008, and
508-056-009) TO THE CITY OF PALM SPRINGS,
PURSUANT TO THE APPROVED LONG-RANGE
PROPERTY MANAGEMENT PLAN.
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs
("Redevelopment Agency") was a redevelopment agency in the City of Palm Springs
("City"), duly created pursuant to the California Community Redevelopment Law (Part 1
(commencing with Section 33000) of Division 24 of the California Health and Safety
Code) ("Redevelopment Law"); and
WHEREAS, the Community Redevelopment Agency was responsible for the
administration of redevelopment activities within the City; and
WHEREAS, AB X1 26 and AB X1 27 were signed by the Governor of California
on June 28, 2011, making certain changes to the Redevelopment Law, including adding
Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section
34170) ("Part 1.85") to Division 24 of the California Health and Safety Code which
effectively dissolves the Redevelopment Agency ("Dissolution Act'); and
WHEREAS, under the Dissolution Act, the term "successor agency" was defined
to refer to the dissolved redevelopment agency's sponsoring community (the city,
county or city and county that formed the Dissolved RDA), unless the sponsoring
community adopted a resolution electing not to serve in that Capacity; and
WHEREAS, pursuant to Health and Safety Code section 34191.5 (part of AB
1484), each successor agency that holds property from a former redevelopment agency
is required to submit a PMP to the State Department of Finance ("DOF") within six
months after receiving a "Finding of Completion"from DOF. Prior to the submittal of the
PMP to DOF, the successor agency's oversight board must approve the PMP; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), successor
agencies are required to send long-range property management plans to the oversight
board and DOF no later than six months following the issuance of the finding of
completion; and
WHEREAS, the City Council requested that DOF issue a finding of completion on
December 16, 2013; and
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Page 1 of 2
Resolution No.23546
Page 2
WHEREAS, the DOF issued a finding of completion to the Agency on
January 2, 2014; and
WHEREAS, the Successor Agency prepared a Long Range Property
Management Plan in accordance with the provisions of Section 34191.3 of the
Dissolution Act, indicating the intended disposition and use of the real property assets of
the former Redevelopment Agency; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), the Long-
Range Property Management Plan was approved by the Oversight Board on December
16, 2013 and by the California Department of Finance in March, 2014; and
WHEREAS, the Long-Range Property Management Plan indicated that all twelve
(12) of the Agency-held properties were to be sold, and that the City of Palm Springs
was the likely buyer for a number of the properties, particularly parking lots; and
WHEREAS, the City desires the right to purchase the Prairie Schooner Parking
Lot (APNs 508-055-007, 508-055-008, and 508-055-009)from the Successor Agency at
the property value prepared by the Successor Agency's Independent consultant and
contained in the Long-Range Property Management Plan in the amount of One Million
Four Hundred Two Thousand, Six Hundred Thirty Two Dollars ($1,402,632).
NOW, THEREFORE, BE IT RESOLVED OF THE CITY COUNCIL OF THE CITY
OF PALM SPRINGS ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR
AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY AS FOLLOWS:
SECTION 1. The City Council hereby finds and determines that the foregoing
recitals are true and correct, and incorporates them herein by reference.
SECTION 2. The City Council acting solely in its capacity as Successor Agency
to the Community Redevelopment approves the sale of the Prairie Schooner Parking
Lot (APNs 508-055-007, 508-055-008, and 508-055-009) to the City of Palm Springs
Plan in the amount of One Million Four Hundred Two Thousand, Six Hundred Thirty
Two Dollars ($1,402,632), pursuant to the approved Long-Range Property Management
Plan.
SECTION 3. At such time as the Successor Agency receives proceeds from the
sale of any property as identified in the long-range property management plan, the
Successor Agency shall comply with applicable statutes regarding the distribution of
these proceeds to the County Auditor Controller for dissemination to the affected taxing
agencies.
SECTION 4. This Resolution shall take effect upon adoption.
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Resolution No.23W
Page 3
ADOPTED ON THIS 7T" DAY OF MAY, 2014,
DAVID H. READY, C GER
ATTEST:
MES�7HOMPSON, CITY CLERK
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE } ss.
CITY OF PALM SPRINGS )
I, JAMES THOMPSON, City Clerk of the City of Palm Springs, hereby certify that
Resolution No. 23546 is a full, true and correct copy, and was duty adopted at a regular
meeting of the City Council of the City of Palm Springs on 7t'day of May, 2014, by the
following vote:
AYES: Councilmember Lewin, Councilmember Mills, Mayor Pro Tern Hutcheson.
NOES: None.
ABSENT: Councilmember Foat.
ABSTAIN: Noting the business-related conflict of interest and abstention of
Mayor Pougnet.
/ MES THOMPSON, CITY CLERK
City of Palm Springs, California
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RESOLUTION NO.23547
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE
COMMUNITY REDEVELOPMENT AGENCY, APPROVING
THE SALE OF THE CONVENTION CENTER NORTH
PARKING LOT (PROPERTY 4, APN 50"34-012,
508-034-013, 508-034-014) TO THE CITY OF PALM
SPRINGS, PURSUANT TO THE APPROVED LONG-
RANGE PROPERTY MANAGEMENT PLAN.
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs
("Redevelopment Agency") was a redevelopment agency in the City of Palm Springs
("City'), duly created pursuant to the California Community Redevelopment Law (Part 1
(commencing with Section 33000) of Division 24 of the California Health and Safety
Code) ("Redevelopment Law"); and
WHEREAS, the Community Redevelopment Agency was responsible for the
administrahm of redevelopment activities within the City; and
WHEREAS, AB X1 26 and AB X1 27 were signed by the Governor of California
on June 28, 2011, making certain changes to the Redevelopment Law, including adding
Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section
34170) ("Part 1.85") to Division 24 of the California Health and Safety Code which
effectively dissolves the Redevelopment Agency("Dissolution Act"); and
WHEREAS, under the Dissolution Act, the term "successor agency" was defined
to refer to the dissolved redevelopment agency's sponsoring community (the city~
county or city and county that formed the Dissolved RDA), unless the sponsoring
community adopted a resolution electing not to serve in that capacity; and
jWHEREAS, pursuant to Health and Safety Code section 34191.5 (part of AB
1484), each successor agency that holds property from a former redevelopment agency
j is required to submit a PMP to the State Department of Finance ("DOF") within six
months after receiving a "Finding of Completion" from DOF. Prior to the submittal of the
PMP to DOF,the successor agency's oversight board must approve the PMP; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), successor
agencies are required to send long-range property management plans to the oversight
board and DOF no later than six months following the issuance of the finding of
completion; and
WHEREAS, the Successor Agency requested that DOF issue a finding of
completion on December 16, 2013; and
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Page I of 2
Resolution No.23547
Page 2
WHEREAS, the DOF issued a finding of completion to the Agency on
January 2, 2014; and
WHEREAS, the Successor Agency prepared a Long Range Property
Management Plan in accordance with the provisions of Section 34191.3 of the
Dissolution Act, indicating the intended disposition and use of the real property assets of
the former Redevelopment Agency; and
WHEREAS, pursuant to Health & Safety Code Section 34191.5(b), the Long-
Range Property Management Plan was approved by the Oversight Board on December
16, 2013 and by the California Department of Finance in March, 2014; and
WHEREAS, the Long-Range Property Management Plan indicated that all twelve
(12) of the Agency-held properties were to be sold, and that the City of Palm Springs
was the likely buyer for a number of the properties, particularly parking lots;and
WHEREAS, the City desires the right to purchase the Convention Center North
Parking Lot (APNs 508-034-012, 508-034-013, 508-034-014) from the Successor
Agency at the property value prepared by the Successor Agencys independent
consultant and contained in the Long-Range Property Management Plan in the amount
of Two Million Two Hundred Eleven Thousand, Eight Hundred Ninety Six Dollars
($2,211,896); and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PALM SPRINGS ACTING SOLELY IN ITS CAPACITY AS THE SUCCESSOR
AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY AS
FOLLOWS:
SECTION 1. The City Council hereby finds and determines that the foregoing
recitals are true and correct, and incorporates them herein by reference.
SECTION 2. The City Council acting solely in its capacity as Successor Agency
to the Community Redevelopment Agency approves the sale of the Convention Center
North Parking Lot (APNs 508-034-012, 508-034-013, 508-034-014) to the City of Palm
Springs Plan in the amount of Two Million Two Hundred Eleven Thousand, Eight
Hundred Ninety Six Dollars ($2,211,896), pursuant to the approved Long-Range
Property Management Plan.
SECTION 3. At such time as the Successor Agency receives proceeds from the
sale of any property as identified in the long-range property management plan, the
Successor Agency shall comply with applicable statutes regarding the distribution of
these proceeds to the County Auditor Controller for dissemination to the affected taxing
agencies.
SECTION A. This Resolution shall take effect upon adoption.
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Resolution No. 23547
Page 3
ADOPTED THIS 7T" DAY OF MAY, 2014.
DAVID H. READY, CI GER
ATTEST:
�M_ES THOMPSON, CITY CLERK
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) as.
CITY OF PALM SPRINGS)
1, JAMES THOMPSON, City Clerk of the City of Palm Springs, hereby certify that
Resolution No. 23547 is a full, true and correct copy, and was duly adopted at a regular
meeting of the City Council of the City of Palm Springs on the Ph day of May, 2014, by
the following vote:
AYES: Counclimember Lewin, Counciimember Mills, and Mayor Pro Tern
Hutcheson.
NOES: None.
ABSENT: Councilmember Foat.
ABSTAIN: Noting the business-related conflict of interest and abstention of Mayor
Pougnet.
MES THO PM SON, CITY CLERK
Chy of Palm Springs, California
05fL31Zwr
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Page 1 of 2
ec't4��
pALM6V CITY COUNCIL STAFF REPORT
DATE: May 7, 2014 CONSENT CALENDAR
SUBJECT: AS SUCCESSOR AGENCY APPROVING THE SALE OF THE PRAIRIE
SCHOONER PARKING LOT AND APPROVING THE SALE OF THE
CONVENTION CENTER NORTH PARKING LOT TO THE CITY OF
PALM SPRINGS, PURSUANT TO THE APPROVED LONG-RANGE
PROPERTY MANAGEMENT PLAN.
FROM: David H. Ready, City Manager
BY: Department of Community & Economic Development
SUMMARY
Assembly Bill ("AB") 1484, enacted in June 2012, requires all successor agencies to
former redevelopment agencies that owned property as of the time of redevelopment
dissolution in 2011 to prepare a Long Range Property Management Plan ("PMRI. The
PMP governs the disposition and use of property held by the former redevelopment
agency pursuant to legal requirements.
On December 18, 2013, the Oversight Board approved a PMP for submittal to the State
Department of Finance for review and approval.
These actions are the sale of two of the properties listed in the PMP at the value listed
in the PMP. They are both parking lots near the CiWs Convention Center.
RECOMMENDATION:
1. Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY, APPROVING THE SALE OF THE PRAIRIE
SCHOONER PARKING LOT (PROPERTY 3, APN 508-055-007, 508-055-008,
and 508-055-009) TO THE CITY OF PALM SPRINGS, PURSUANT TO THE
APPROVED LONG-RANGE PROPERTY MANAGEMENT PLAN."
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Page 1 of 2
City Council Staff Report
May 7,2014
Page 2—Approval of Sale of Convention Center North Lot and Prairie Schooner Lot
2. Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS
CAPACITY AS THE SUCCESSOR AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY, APPROVING THE SALE OF THE CONVENTION
CENTER NORTH PARKING LOT (PROPERTY 4, APN 508-034-012, 508-034-
013, 508-034-014) TO THE CITY OF PALM SPRINGS, PURSUANT TO THE
APPROVED LONG-RANGE PROPERTY MANAGEMENT PLAN."
BACKGROUND AND ANALYSIS:
Pursuant to Health and Safety Code section 34191.5 (part of AB 1484), each successor
agency that holds property from a former redevelopment agency is required to submit a
PMP to the State Department of Finance ("DOF") within six months after receiving a
"Finding of Completion" from DOF. Prior to the submittal of the PMP to DOF, the
successor agency's oversight board must approve the PMP.
On December 16, 2013, the Oversight Board approved a PMP for submittal to the State
Department of Finance for review and approval. At the same time, it approved actions
that allowed the Successor Agency request a Finding of Completion from DOF. That
finding was received by the Successor Agency on January 2, 2014.
In January, the Oversight Board was asked to approve an amendment to the PMP for a
number of properties that had their values originally listed as "zero." Those properties
had low values, in the consultant's opinion, due to their low economic potential either
because of the amount of renovation necessary to bring it to a market condition (e.g.
Plaza Theatre) or because they were downtown parking lots, zoned as parking only
(five downtown lots).
The Oversight Board adopted Resolution 020, which adjusted the zero values to the
"carrying" or book value the property is held by the City at for the purposes of GASB. In
many cases the carrying values are likely to be in excess of the true market value, and
Resolution 020 contains language that would allow the Successor Agency to
commission an appraisal at the time of sale in order to establish a lower sale price.
The other six properties, including these two lots, did not have their values challenged
by DOF. Instead, the estimates of value were based on a body of relatively recent
transactions and are considered fair.
Therefore, these two actions are the sale of two of the properties listed in the PMP at
the value listed in the PMP. They are both parking lots near the City's Convention
Center. The Dissolution Act requires that a property management plan include an
estimate of the value of property, as well as recent appraisal information, to provide the
Oversight Board, DOF, and other interested parties information on the properties
involved.
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Page 1 of 2
City Council Staff Report
May 7, 2014
Page 3—Approval of Sale of Convention Center North Lot and Prairie Schooner Lot
The City desires the right to purchase the Prairie Schooner Parking Lot (APNs 508-055-
007, 508-055-008, and 508-055-009) from the Successor Agency for the amount of One
Million Four Hundred Two Thousand, Six Hundred Thirty Two Dollars ($1,402,632);
and the Convention Center North Parking Lot (APNs 508-034-012, 508-034-013, 508-
034-014) from the Successor Agency for the amount of Two Million Two Hundred
Eleven Thousand, Eight Hundred Ninety Six Dollars ($2,211,896).
Because these are "sales" and not holding land for governmental purposes, no
compensation agreements with other taxing entities are necessary. Instead, the sale
proceeds shall be remitted to the County Auditor-Controller for allocation to all of the
affected taxing agencies on the normal basis.
J¢J�tN RRYMQND�, MES THOMPSON
t°lirectio of CommOP & Economic Chief of Staff/City Clerk
Development !J"
DAVID H. READY
City Manager
Attachments: Two Proposed Resolutions
http:Hl 0.0.0.162/AppXtender/DoePrintFriendly.aspx?DataSouree=AX-CityofPalmSpring... 12/17/2014
GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO,
AND MAIL,TAX STATEMENTS TO:
CITY OF PALM SPRINGS
3200 TAHQUITZ CANYON WAY
PALM SPRINGS,CALIFORNIA 92262
ATTN: CITY CLERK
(Space Above Line for Recorder's Use Only)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
THE CITY OF PALM SPRINGS, a California charter city ("Grantor"), hereby GRANTS to and
NDC EQUITIES DOWNTOWN PS, LLC, a California Limited Liability Corporation
("Grantee"), the following described real property (the "Property") in the City of Palm Springs,
County of Riverside, State of California:
See legal description attached hereto at Exhibit A.
SUBJECT TO:
1. Nondelinquent real property taxes and all unpaid, nondelinquent general
and special bonds or assessments.
2. All covenants, conditions, restrictions, reservations, rights, rights of way,
easements, encumbrances, liens and title matters of record or which would be discovered by an
accurate survey or physical inspection of the Property as of the date hereof.
[Signatures on Following Page]
IN WITNESS WHEREOF, the undersigned has executed this document as of the
day and year indicated.
Dated: I2 I
GRANTOR:
THE CITY OF PALM SPRINGS, a California
Charter City
By:4 V�uxm
Name: Marcus Fuller
Its: Acting City Manager
Al TO FORM
APPROVED AS TO FORM:
City ttll
Douglas C. Holland, Esq. Boom
City Attorney
ATTEST:
Kathleen Hart
Acting City Clerk
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the
truthfulness, accuracy,or validity of that document.
File No: RIW-4765919 (SE)
STATE OF California )SS APN No:
COUNTY OF {*ver-i ` )
On (J�GINrL/ 30��Q�y before me, µ Qf , Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person{ w ose name i subscribed to the within
instrument and acknowledged to me that lie tpey executed the same irYhi er/t0'r authorized capacityW), and that by
&Per/t)eir signature( on the instrument the person(o, or the entity upon�c half 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 off I seal.
CYNTHIA A. BERARDI
Signature {i9 CoosNsslon*2055635 =
"P = Notary Public -California
= Riverside County
Comm.Er dyes Feb 18.2018+
This area for official notarial seal.
OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT
CAPACITY CLAIMED BY SIGNER i
Though statute does not require the Notary to fill in the data below,doing so may prove igvaMable to persons retying on the
documents.
0 INDMDUAL
0 CORPORATE OFFICER(S) TITLES)
Q PARTNER(S) ❑ LIMITED GENERAL
0 ATTORNEY-IN-FACT
Q TRUSTEE(S)
0 GUARDIAN/CONSERVATOR
0 OTHER
SIGNER IS REPRES NG:
Narn of Person or Entity Name of Person or Entity
OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.
THIS CERTIFICATE MUST BE ATTACHED TO THE T DESCRIBED BELOW
TITLE OR TYPE OF DOCUMENT: V V OCUMEN
NUMBER OF PAGES 5 i 5 DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABO
Repaduced by Rst M n Title Company 1IM07
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION
The Land is that certain real property located in the City of Palm Springs, County of Riverside,
State of California, described as follows:
Parcel 1:
Those portions of Blocks 7, 8 and I I I as shown on Supplemental Plats of Section 14, Township
4 South, Range 4 East, San Bernardino Base and Meridian, in the City of Palm Springs, County
of Riverside, State of California, accepted by the U.S. Department of Interior, General Land
Office on September 27, 1927 and June 27, 1956, respectively described as follows:
Commencing at the Northwest corner of said Block 111, said point lying 30.00 feet Southerly of
the centerline of Andreas Road and 25.00 feet Easterly of the centerline on Calle El Segundo;
Thence South 89°44' 45" East, parallel with and 30.00 feet Southerly of the centerline of said
Andreas Road, a distance of 40.13 to the true point of beginning;
Thence continuing South 89°44'45" East, a distance of 453.52 feet; thence South 00°03'09"East
a distance of 363.53 feet to a point on the Southerly line of said Block 8; thence North 89°55'
59" West, along the Southerly lines of Block 8 and Block 7, a distance of 478.64 feet;
Thence North 00°03'09" West, parallel with and 40.00 feet Easterly of, the centerline of said
Calle El Segundo, a distance of 339.97 feet to the beginning of a tangent curve, concave
Southeasterly, having a radius of 25.00 feet; thence Northeasterly along the arc of said curve
through a central angle of 90'18' 24" an arc distance of 39.40 feet to the point of beginning.
Assessor's Parcel No: 508-055-008
Parcel 2:
Those portions of Blocks 8 and 111 as shown on Supplemental Plats of Section 14, Township 4
South, Range 4 East, San Bernardino Base and Meridian, in the City of Palm Springs, County of
Riverside, State of California, accepted by the U.S. Department of Interior, General Land Office
on September 27, 1927 and June 27, 1956, respectively described as follows:
Beginning at the point of Intersection of the centerline of vacated Calle Alvarado and the
southerly right of Andreas Road, said right of way being parallel with and 30.00 feet south of the
centerline of said Andreas Road;
Thence South 00' 06'03" East, a distance of 362.89 feet along said centerline of vacated Calle
Alvarado to a point of intersection with the easterly prolongation of the southerly line of said
Block 8;
Thence North 89°55' 59" West, a distance of 197.00 feet along said easterly prolongation and
said southerly line of Block 8;
Thence North 00' 03'09" West, a distance of 363.53 feet to a point of aforementioned southerly
right of way line of Andreas Road;
Thence South 89' 44' 45" East, a distance of 196.70 feet along said southerly right of way to the
Point of Beginning.
Assessor's Parcel No: 508-055-007
Parcel 3:
Blocks 7 and I I I as shown on Supplemental Plats of Section 14, Township 4 South, Range 4
East, San Bernardino Base and Meridian, in the City of Palm Springs, County of Riverside, State
of California, according to the Official Plat thereof.
Excepting therefrom that portion conveyed to the Community Redevelopment Agency of the
City of Palm Springs, by deed recorded January 24, 1995 as Instrument No. 021208, of Official
Records of Riverside County, California.
Assessor's Parcel No: 508-055-009
GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO,
AND MAIL TAX STATEMENTS TO:
CITY OF PALM SPRINGS
3200 TAHQUITZ CANYON WAY
PALM SPRINGS, CALIFORNIA 92262
ATTN: CITY CLERK
(Space Above Line for Recorder's Use Only)
The undersigned grantor declares:
Documentary Transfer Tax not shown pursuant to Section 11922 of the
California Revenue and Taxation Code
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Grantor"), hereby
GRANTS to THE CITY OF PALM SPRINGS, a California Charter City ("Grantee"), the
following described real property (the "Property") in the City of Palm Springs, County of
Riverside, State of California:
See legal description attached hereto at Exhibit A.
SUBJECT TO:
L , Nondelinquent real property taxes and all unpaid, nondelinquent general
and special bonds or assessments.
2. All covenants, conditions, restrictions, reservations, rights, rights of way,
easements, encumbrances, liens and title matters of record or which would be discovered by an
accurate survey or physical inspection of the Property as of the date hereof.
[Signatures on Following Page]
IN WITNESS WHEREOF, the undersigned has executed this document as of the
day and year indicated.
Dated:
GRANTOR:
SUCCESSOR AGENCY TO THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS, a public body, corporate and
politic
By:1"44.1 4��
Name: Marcus Fuller
Its: Acting Executive Director
APPROVE AS TO FORM:
Douglas . Holland
Agency Counsel
ATTEST:
Kathleen Hart
Acting Agency Secretary
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness,accuracy,or validity of that document.
File No: RIW-4765919 (SE)
STATE OF California )SS APN No:
COUNTY OF (I/Lfry/ C
� )
On �V(_embe'r 3U/ 910m beforeme, �ufvl}yuQ A. 9e_1QA(4 , Notary Public,personally appeared
Mare✓s j roll-e'r
who proved to me on the basis of satisfactory evidence to be the person(rj whose name(6) s subscribed to the within
instrument and acknowledged to me that(g*Wt* executed the same in( P19r/t�r authorized capacity(j%S), and that by
hjt4r/YF�eio signature(po on the instrumentthe person()r), or the entity upon half o which the personva) 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 offic seal.
CY14THIA A.BERARDI
Signature Commission N 2055635
' Notary Putgla•Csleonis
Rlwt16r1 County
r
Comm. M Fab 18 2018
This area for official notarial seal.
OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the
documents.
0 INDMDUAL
0 CORPORATE OFFICER(S) TITLE(S)
0 PARTNER(S) ❑ LIMITED -P,E FERAL/
Q ATTORNEY-IN-FACT
TRUSTEE(S)
0=REPRESENTING:
SI
Name of Person or Entity Name of Person or Entity
OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.
THIS CERTIFICATE MUST BE ATTACHED/TO THE OCUMENT DESCRIBED BELOW
TITLE OR TYPE OF DOCUMENT: 1 ra Uee
NUMBER OF PAGES cc�� q�(,DATE OF DOCUMENT {i
SIGNER(S) OTHER THAN NAM A80 E /
Rgxatl by RM yu�.Tde Company 11/2007
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION
The Land is that certain real property located in the City of Palm Springs, County of Riverside,
State of California, described as follows:
Parcel 1:
Those portions of Blocks 7, 8 and 111 as shown on Supplemental Plats of Section 14, Township
4 South, Range 4 East, San Bernardino Base and Meridian, in the City of Pahn Springs, County
of Riverside, State of California, accepted by the U.S. Department of Interior, General Land
Office on September 27, 1927 and June 27, 1956,respectively described as follows:
Commencing at the Northwest comer of said Block 111, said point lying 30.00 feet Southerly of
the centerline of Andreas Road and 25.00 feet Easterly of the centerline on Calle El Segundo;
Thence South 89°44' 45" East, parallel with and 30.00 feet Southerly of the centerline of said
Andreas Road, a distance of 40.13 to the true point of beginning;
Thence continuing South 89°44'45"East, a distance of 453.52 feet; thence South 00°03'09" East
a distance of 363.53 feet to a point on the Southerly line of said Block 8; thence North 89°55'
59" West, along the Southerly lines of Block 8 and Block 7, a distance of 478.64 feet;
Thence North 00°03'09" West, parallel with and 40.00 feet Easterly of, the centerline of said
Calle El Segundo, a distance of 339.97 feet to the beginning of a tangent curve, concave
Southeasterly, having a radius of 25.00 feet; thence Northeasterly along the arc of said curve
through a central angle of 90'18' 24"an arc distance of 39.40 feet to the point of beginning.
Assessor's Parcel No: 508-055-008
Parcel 2:
Those portions of Blocks 8 and I I I as shown on Supplemental Plats of Section 14, Township 4
South, Range 4 East, San Bernardino Base and Meridian, in the City of Palm Springs, County of
Riverside, State of California, accepted by the U.S. Department of Interior, General Land Office
on September 27, 1927 and June 27, 1956, respectively described as follows:
Beginning at the point of Intersection of the centerline of vacated Calle Alvarado and the
southerly right of Andreas Road, said right of way being parallel with and 30.00 feet south of the
centerline of said Andreas Road;
Thence South 00' 06'03" East, a distance of 362.89 feet along said centerline of vacated Calle
Alvarado to a point of intersection with the easterly prolongation of the southerly line of said
Block 8;
Thence North 89°55' 59" West, a distance of 197.00 feet along said easterly prolongation and
said southerly line of Block 8;
Thence North 00' 03'09" West, a distance of 363.53 feet to a point of aforementioned southerly
right of way line of Andreas Road;
Thence South 89' 44' 45" East, a distance of 196.70 feet along said southerly right of way to the
Point of Beginning.
Assessor's Parcel No: 508-055-007
Parcel 3:
Blocks 7 and I I I as shown on Supplemental Plats of Section 14, Township 4 South, Range 4
East, San Bernardino Base and Meridian, in the City of Palm Springs, County of Riverside, State
of California, according to the Official Plat thereof.
Excepting therefrom that portion conveyed to the Community Redevelopment Agency of the
City of Palm Springs, by deed recorded January 24, 1995 as Instrument No. 021208, of Official
Records of Riverside County, California.
Assessor's Parcel No: 508-055-009
CThe SC RO 1111 E.Tahquitz Canyon Way,#301 theescrowconnection.com
onnection Palm Springs;CA 92262 (760)-327-8566 faz(760)327-1812
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 us.
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 the information we have obtained from any other source, such as information obtained from public record or from
another person or entity.
Types of Information:
The types of non-public personal information we may collect include:
••r 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 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 the benefit of any nonaffiliated party.
Therefore, we will not release your information to nonaffiliated parties except: (1)as necessary for use to provide 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 in customer analysis. We may also provide all of the types of nonpublic personal information listed
above to one or more of the companies involved in the real estate transaction, such as financial service providers, title
insurers, property or casualty insurers, trust and investment advisory, 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 on our behalf.
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. We currently maintain physical,
electronic,and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.
The CRO -
1111 E.Tahquitz Canyon Way,#101 theescrowconnection.corm
Connection Palm Springs,CA 92262 (760)327-8.566 fax(760)327-1812
SUPPLEMENTAL ESCROW INSTRUCTIONS
TO: The Escrow Correction Date: December 2,2014
Escrow Officer: Kathy Kieindienst
Escrow No.: 40511-KI<.
THE ESCROW CONNECTION, A CALIFORNIA CORPORATION IS LICENSED AS AN ESCROW AGENT BY
THE DEPARTMENT OF CORPORATIONS OF THE STATE OF CALIFORNIA UNDER LICENSE NUMBER
963-1111.
PARTIES HAND YOU HEREWITH a copy of" Purchase Agreement and Escrow Instructions " dated October 25,
2011 and First Amendment dated December 1, 2014 , "The Agreement", which are supplemented by these
instructions.
NDC Equities Downtown PS, LLC (hereinafter known as Buyer) agrees to purchase from The City of Palm Springs,
California Charter City, (hereinafter known as Seller) the real property setforth herein per the terms, conditions,
consideration and instructions hereinafter stated. The Seller and Buyer herein shall deliver these signed escrow instructions to
The Escrow Connection,(hereinafter known as Escrow Holder.)
TERMS OF TRANSACTION
Buyer to deposit into escrow,the sum of $ 50,000.00
Buyer will deposit prior to close of escrow,the sum of $ 1,450,000.00
TOTAL CONSIDERATION: $ 1,500,000.00
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 December 31, 2014, provided you hold a Policy of Title insurance with
Lawyers Title Insurance Corporation exceptions,with a liability of not less than$1,500,000.00,covering property in the City
of Pahn Springs, County of Riverside, State of California,described as follows:
AS PER LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART .HEREOF AS THOUGH
CONTAINED 14EREIN:
COMMONLY KNOWN AS: 508-055-007,508-055-008,508-055-U(19,,CA
SNOWING TITLE VESTED IN: NDC Equities Downtown PS,LLC
The policy is to be free of encumbrances except as follows:
(1) General and Special County and City (if any) Taxes for the current fiscal year, not due or delinquent, including any
special levies,payments for 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 and Restrictions,reservations easements for public utilities,districts, water companies, alleys and
sheets,rights and rights of way of record, if any; also exceptions of oil,gas, minerals and hydrocarbons,and/or lease, if any,
without the right of surface entry.
INSTRUCTIONS TO ESCROW:
Seller to hand escrow holder Grant Deeds, Documentary Transfer Tax Affidavits and Preliminary Change of
Ownership Reports which seller shall prepare and deliver to escrow holder. Seller to deliver one Grant Deed from
The City of Palm Springs Successor Agency to The City of Palm Springs and one Grant Deed from The City of Palm
Springs to NDC Equities Downtown PS, LLC. Escrow Holder is instructed to request Lawyers Title Company to
record these Deeds concurrently with the Palm Springts Successor Agency Deed to The City of Palm Springs first and
the Deed from The City of Palm Springs to NDC Equites second.
HOLD OPEN FEE: Notwithstanding any other provisions in these instructions,and in addition to other fees and costs to
which Escrow Holder may be entitled,the parties,jointly and severally,agree that if this escrow transaction is not
consummated within sixty(60)days of the date set for closing,or if Escrow Holder is required to hold funds after close of
escrow, Escrow Holder is instructed to withhold Escrow Holder's hold open fee of fifty dollars($50.00)per month from the
funds on deposit with the Escrow Holder regardless of who deposited such funds without further instruction. If this escrow
ATTACHED HERETO AND MADE A PART HEREOF
My initials below represent my agreement and acknowledgement of the foregoing
Page 1
BUYERS INITIALS T SELLERS INITIALS
PLEASE SIGN AND RETURN
The Escrow Connection Date: December 2,2014
Escrow No. 40511-KK
transaction fails to close,the parties irrevocably instruct Esrow Holder to automatically cancel this file without further
instructions when all funds on deposit have been disbursed.
Buyer's Initials: Seller's Initials., /
PRELIMINARY TITLE REPORT: Escrow Holder is instructed to order a copy of the Preliminary Title Report, and, if
any,covenants, conditions,and restrictions. Upon receipt, forward same to Buyer who will then have 30 days hour receipt of
same in which to approve or disapprove in writing. Absence of written notification by Buyer of disapproval within specified
time shall be deemed Buyer's approval of all documents and deposit of final funds by Buyer shall satisfy this condition in
full.
Bonds or assessments of Special Assessment Districts, which are now a lien, shall be paid current by Seller as of the close of
escrow;payments that are not yet due,shall be assumed by Buyer.
Pursuant to the Internal Revenue Code of 1986, Seller must provide a completed 1099-5 from(Payer's Request for taxpayer
identification number and certification) prim to the close of escrow. Buyer and Seller are aware that if said form is not
compieted and handed to Escrow Holder prior to close of escrow,escrow will not close. Escrow Holder is instructed at close
of escrow to forward said 1099-S form to Specialized Management Support(SMS). Escrow Holder to deduct fee of$25.00
from Seller's proceeds for processing 1099-S form.
If Federal Express, Express Mail, special mailing, courier service, faxing, photocopying and wire transfer is requested by
Buyer and Seller(directly or by their agent and/or loan agent), it is agreed that cost of same shall be charged to applicable
parry's account at closing of escrow.
All parties to this transaction acknowledge that Escrow Holders only duty regarding the payment of any bill, including but
not limited to Fire Insurance, Homeowner's Warranty, Termite, Homeowner's Association/Management, Lease Land, and
any other miscellaneous creditors, shall be to deposit the check for payment in the U.S. Mail for delivery. It is the respective
parry's responsibility to determine that the payments are received by the creditors in a timely manner. Escrow Holder shall
not be held responsible for any additional late charges and/or interest that may accrue due to delay by reason of the U.S. mail
service.
We are required to maintain documents for your transaction for five(5)years after the close of your transaction. As storage
space is costly,we will be charging for storage/records management. Our challenge is managing these records and documents
in a cost effective manner, while maximizing service to our clients. To achieve this, we have outsmuced the storage of
documents during and after your transaction. A fee of$100.00 per client will be charged, at closing, to facilitate this
handling and storage.
INSTRUCTIONS NOT TO SUPERSEDE: These escrow instructions are executed for the sole purpose of enabling the
Escrow Holder to complete this transaction, and are not intended to amend, modify, supersede or in any way change that
certain agreement entered into by the parties hereto and dated prior to these escrow instructions. The Escrow Connection, its
officers and/or employees shall not be concerned with said agreement or any matters as contained therein and is responsible
only for such matters as are specifically set out above in the instructions.
THE FOLLOWING PRORATIONS AND/OR ADJUSTMENTS ARE TO BE MADE AS OF: CLOSE OF ESCROW
There will be no pro-rations at close of escrow. Seller is exempt from paying real property taxes.
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,UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED
THEREIN, IN THEIR ENTIRETY.
Buyer's Signature:
NDC Equities Downtown PS,LLC
By:Matthew B. Kaufman, Managing Member
Address:
1 MacArthur Place,Ste.300
Santa Ana,CA 92707
The foregoing terms,provisions,conditions and instructions are hereby approved and accepted in their entirety and concurred
with by me. I will hand you necessary documents called fur on my part to cause title to be shown as set out herein, which
you are authorized to deliver when you hold or have caused to be applied to funds set forth herein within the time as herein
provided. You are authorized to pay on my behalf, my recording fees, charges for evidence of title as called for whether or
ATTACHED HERETO AND MADE A PART HEREOF
My initials belmv represent pry agreement and acknowledgement of the foregoing
Page 2
BUYERS INITIALS___, SELLERS INITIAL
The Escrow Connection Date: Deceiuber 2,2014
Escrow No.40511-1CK
not this escrow is consummated,except those the Buyer agreed to pay. You are hereby authorized to pay bonds,assessments,
taxes,and any liens of record, including prepayment penalties,if any,to show title as called for.
Seller's Signature :
"ne ,.4Pahn S ornia Charter City APPROVED BY CITY COLItICIL
By: d Signature o
t"41xuts btu E1�, 23$46 23,t��
Address:
3200 E.Tahquitz Canyon Dr.
Palm Springs,CA 92242
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ATTEST.
City Clerk
ATTACHED HERETO AND MADE A PART HEREOF
Page 3
EXHIBIT "A"
All that certain real property situated in the County of Riverside, State of California, described as
follows:
Parcel 1:
Those portions of Blocks 7, 8 and III as shown on Supplemental Plats of
Section 14, Township 4 South, Range 4 east, San Bernardino Base and
Meridian, in the City of Palm Springs, County of Riverside, State of
California, accepted by the U.S. Department of Interior, General Land
Office on September 27, 1927 and June 27, 1956, respectively described
as follows:
Commencing at the Northwest corner of said Block 111, said point lying
30.00 feet Southerly of the centerline of Andreas Road and 25.00 feet
Easterly of the centerline on Cagle EC Segundo; thence South 89044'45"
East, parallel with and 30.00 feet Southerly of the centerline of said
Andreas Road, a distance of 40.13 to the true point of beginning; thence
continuing South 89044'45" east, a distance of 453.52 feet; thence
South 00003'09" east a distance of 363.53 feet to a point on the
Southerly line of said Block 8; thence North 89055'59"west, along the
Southerly lines of Block 8 and Block 7, a distance of 478.64 feet; thence
North 00003'09" west, parallel with and 40.00 feet Easterly of, the
centerline of said Cagle El Segundo, a distance of 339.97 feet to the
beginning of a tangent curve, concave Southeasterly, having a radius of
25.00 feet; thence Northeasterly along the arc of said curve through a
central angle of 90018'24" an arc distance of 39.40 feet to the point of
beginning.
Assessor's Parcel No. 508-055-008
Parcel 2:
Those portions of Blocks 8 and 111 as shown on Supplemental Plats of
Section 14, Township 4 South, Range 4 East, San Bernardino Base and
Meridian, in the City of Palm Springs, County of Riverside, State of
California, accepted by the U.S. Department of Interior, General Land
Office on September 27, 1927 and June 27, 1956, respectively described
as foulows:
Beginning at the point of intersection of the centerline of vacated Cagle
Alvarado and the southerly right of Andreas Road, said right of way
being parallel with and 30.00 feet south of the centerline of said Andreas
Road;
Thence South 000 06' 03" East, a distance of 362.89 along said
centerline of vacated Cagle Alvarado to a point of intersection with the
easterly prolongation of the southerly line of said Block 8;
Thence North 89Q 95' 59" west, a distance of 197.00 feet along said
easterly prolongation and said southerly lone of Block 8;
Thence North 000 03' 09" west, a distance of 363.53 feet to a point of
aforementioned southerly right of way line of Andreas Road;
Thence .South 890 44' 45" East, a distance of 196.70 feet along said
southerly right of way to the Point of Beginning.
Assessor's Parcel No., 508-055-007
Parcel 3:
Blocks 7 and 111 as shown on Supplemental Plats of Section 14,
Township 4 South, Range 4 East, San Bernardino Base and Meridian, in
the City of Palm Springs, County of Riverside, State of California,
According to the Official Plat thereof.
Excepting therefrom that portion conveyed to the Community
Redevelopment Agency of the City of Palm Springs, by deed recorded
January 24, 1995 as Instrument No. 021208. of Official Records of
Riverside County, California.
,Assessors Parcel No; 508-055-009
Escrow No.:40511-KK
GENERAL PROVISIONS--ADDITIONAL ESCROW INSTRUCTIONS AND CONDITIONS
I. COMMENCEMENT OF ESCROW HOLDER DUTY; This escrow transaction is deemed open, and Escrow Folder's duty
commences, upon receipt of mutual or matching escrow instructions, signed by all parties and deposited with Escrow Holder.
Said escrow instructions shall be incorporated in the purchase agreement or, if the purchase agreement does not include escrow
instructions or no purchase agreement is entered into by the parties, shall be drafted by Escrow Holder at the direction of the
parties. Until such time, any party may unilaterally cancel this escrow transaction and/or withdrawal any funds or instruments
deposited with Escrow Holder. If the escrow instructions are incorporated in the purchase agreement, the parties agree that the
escrow instructions, like all other instructions in this escrow transaction, are governed by these general provisions. In such
instance,the parties agree to execute supplemental instructions confirming their agreement to any additional terms and conditions
of Escrow Holder, including these general provisions, and authorize Escrow Holder to resign from processing this escrow
transaction if mutual agreement cannot be reached between the parties and Escrow Holder relative to the terms of conditions of
Escrow Holder's duty.
2. DUTIES OF ESCROW HOLDER: The parties agree that Escrow Holder has only those responsibilities inherent of an escrow
service provider and that there are no other legal relationships are established between Escrow Holder and the parties by way of
this escrow transaction. Those duties are limited to the safekeeping of such money and documents received by Escrow Holder
and for the disposition and/or disbursement of same in accordance with the written instructions accepted by Escrow Holder in this
Escrow. Escrow Holder shall not be liable for any damages, losses, costs, or expenses incurred by any party in the handling and
processing of this escrow transaction as a result of any act or failure to act made or omitted in good faith or for any action taken
that Escrow Holder shall in good faith believe to be genuine.
3. PROMISE TO PAY AND INDEMNIFY: The parties hereby jointly and severally promise and agree to pay promptly on
demand,as well as to indemnify Escrow Holder and hold Escrow Holder harmless from and against all litigation and interpleader
costs, damages,judgments, attorneys' fees,expenses, obligations, and liability of every kind which in good faith you may incur
or suffer in connection with or arising out of this escrow transaction, whether said litigation, interpleader, obligation, liability or
expense arises during the performance of this escrow transaction or subsequent thereto, directly or indirectly. The parties agree
to pay Escrow Holder a reasonable fee for all time spent by officers or employees of Escrow Holder in connection with any
dispute resolution action taken relative to this escrow transaction including but not limited to time spent researching, reviewing
and/or testifying relative thereto.
4. LIEN RIGHTS OF ESCROW HOLDER: Escrow Holder is hereby given a lien upon all the rights, title, and interest of each
of the parties hereto in all escrowed documents, funds and other property,personal or real,and all monies or property for any and
all expenses, attorney's fees, losses, and other liabilities in this escrow transaction, which lien shall cover all monies owned and
simple interest at ten percent(10%)per annum from date said sums become due until date of payment.
5. STATUTE OF LIMITATIONS: These instructions are to be construed and interpreted according to California Law. NO
ACTION SHALL LIE AGAINST ESCROW HOLDER FOR ANY CLAIM, LOSS, LIABILITY OR ALLEGED CAUSE OF
ACTION OF ANY KIND OR NATURE WHATSOEVER, HOWEVER CAUSED OR OCCURRED, IN THIS ESCROW
TRANSACTION OR IN CONNECTION WITH THE HANDLING OR PROCESSING OF THIS ESCROW TRANSACTION,
UNLESS BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CLOSE OF ESCROW OR ANY CANCELLATION
OR TERMINATION OF ESCROW FOR ANY REASON WHATSOEVER.
6. WRITTEN INSTRUCTIONS REQUIRED: Pursuant to California Civil Code Section 1624,no notice,demand,supplemental
escrow instruction, or amendment of the escrow instructions (hereinafter collectively "supplemental instructions") shall be
effective unless given in writing by the parties affected thereby. Escrow Holder shall not act upon or consider such supplemental
instruction to have any validity until same is fully executed and delivered to Escrow Holder by all parties concerned.
7. ACTS OUTSIDE OF ESCROW AND MEMORANDA ITEMS: Whenever provision is made herein for the payment of any
sum, the delivery of any document, or the performance of any act "outside of escrow", Escrow Holder shall have no
responsibility therefor, shall not be concerned therewith, and is specifically relieved of any obligation relative thereto. Escrow
Holder is expressly instructed not to act upon or be concerned with or liable for those items designated in the purchase agreement,
escrow instructions, or supplemental instructions as memoranda items between the parties,nor any other agreement between the
parties not expressly addressed to Escrow Holder in the form of a supplemental instruction.
8. NO DUTY TO DISCLOSE OR INSPECT: Escrow Holder is not to be concerned with the giving of any disclosures except as
expressly required to be given by an escrow service provider pursuant to Federal or State law, including but not limited to those
disclosures related to lending, zoning, land division, property condition, or usury. Escrow.Holder urges the parties to seek
appropriate counsel from an attorney or licensed broker to ascertain what disclosures and/or laws, if any, need to be complied
with prior to close of escrow. The parties jointly and severally agree to indemnify and hold harmless Escrow Holder by reason of
any misrepresentation or omission by a parry or agents or failure of the parties to this escrow transaction to comply with the rules
and/or regulations of any governmental agency, whether state,federal,county, municipal, or otherwise and Escrow Holder is not
to be concerned with enforcement of same. If presented with an invoice in connection with any disclosure Escrow Holder is
authorized to pay same without further instructions. Escrow Holder will make no physical inspection of the real property and/or
personal property that is the subject of this escrow transaction, and Escrow Holder is not to be concerned with or liable for the
condition of same.
9. FEDERAL TAX WITHHOLDING: The sale of a U.S. real property interest by a foreign person is subject to the Foreign
Investment in Real Property Tax Act of 1980 ("FIRPTA")income tax withholding. This law authorizes the United States to tax
foreign persons on the sale of U.S. real property interests. Persons purchasing U.S. real property interests from foreign persons,
certain purchasers' agents, and settlement officers are required to withhold ten percent (10%) of the amount realized.
Withholding is intended to ensure U.S. taxation of gains realized on disposition of such interests. The purchaser is liable if the
withholding is not made when required. The parties agree to execute and deliver to Escrow Holder any instrument,affidavit and
statement or to perform any act reasonably necessary to carry out the provisions of FIRPTA and regulations promulgated
thereunder.
10. STATE TAX WITHHOLDING: Pursuant to California Revenue and Taxation Code Section 18662, when California real
estate is transferred,three and one third percent (31/3%) of the total sales price must be withheld from the transferor's proceed
and sent to the California Franchise Tax Board if the transferor is not exempt. The parties agree to execute and deliver to Escrow
Holder any instrument, affidavit and statement or to perform any act reasonably necessary to carry out the provisions of
California Tax Withholding Statute and regulations promulgated thereunder.
I i. FEDERAL TAX REPORTING: The parties acknowledge their awareness of the fact that, upon transfer of property, Escrow
Holder must provide information pertaining to the escrow transaction to the Internal Revenue Service as required by Internal
Revenue Code Section 6045(e) relative to the production of 1099 forms. The parties agree to provide Escrow Holder all
information necessary to produce the tax reporting documentation in compliance with Federal Law.
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BUYERS INITIALS SELLERS INITIA
Escrow No.: 40511-KK
12. PRELIMINARY CHANGE OF OWNERSHIP REPORT: California Revenue and Taxation Code Section 490.3 requires that
a Preliminary Change ofOwnership Report be completed and certified by the transferee and filed concurrently with the recording
of any document that reflect a change of ownership in real property. The parties herein agree to complete and sign said report
and deliver same to Escrow Holder for filing, as necessary. The parties understands and acknowledges that the recorder's office
may charge a non-refundable fee of twenty dollars ($20.00) should the fully completed/certified report not accompany the
conveyance document. If the recorder's office charges such a fee,the party benefitted by the recording of the transfer document
shall be charged the fee at close of escrow. In such event, a Standard Change of Ownership Statement will be mailed to the
transferee by the office of the county assessor. Further, if Buyer fails to file said form upon the request of the county assessor
after the close of escrow,severe penalties may be assessed against the Buyer.
13. PROPRIETARY INFORMATION: Escrow Holder is relieved of any duty,responsibility,and/or liability relative to disclosure
of the proprietary information of the parties and/or agents to this or any other escrow transaction. Such propriety information
includes,but is not limited to,any(A)sale,resale,loan,exchange,or other transaction involving the real property and/or personal
property that is the subject of this escrow transaction or(B)benefit, including but not limited to financial gain or profit, involving
the real property and/or personal property that is the subject of this escrow transaction. Escrow.Holder shall be relived of any and
all liability if such proprietary information is discloses as necessary for Escrow Holder to comply with the instructions of the
parties or if requested by a lender,agent,or any other entity entitled to such propriety information,
14. NOTIFICATION OF DISHONORED CHECKS: If any check submitted to Escrow Holder is dishonored upon presentment
for payment, Escrow Holder is authorized to notify all parties and/or their respective agents of such nonpayment. The parry
receiving credit for the deposit agrees to pay a reasonable fee to Escrow Holder for the returned check.
15. ACCEPTANCE AND VERACITY OF SIGNATURES: Escrow Holder shall not be responsible or liable in any manner for
the sufficiency or correctness as to form,manner of execution,or validity of any document deposited with Escrow Holder relative
to the identity, authority, or rights of any person executing the same. All signatures submitted into this escrow transaction shall
be construed as unconditional approval of the within document as to form, content,terms, and conditions. Escrow Holder shall
have no obligation to verify, and will not verify, the authenticity of any signature on any document made relative to this escrow
transaction. Escrow Holder shall not be liable or responsible for any loss that may occur because of forgeries, fraud, or false
representations made or involving the parties to this escrow transaction,any third parties,the agents or any other person or entity.
16. AUTHORIZATION TO ACCEPT ELECTRONIC SIGNATURES AND DOCUMENTS: In accordance California's
Uniform Electronic Transactions Act(the"Act"),the parties hereby authorize Escrow Holder to accept electronic and/or digital
signatures and records,transmitted via facsimile or other electronic means (collectively"electronic signatures") into this escrow
as originals. The parties expressly agree that this transaction can be conducted electronically,at the option of the parties,to the
fullest extent possible under the Act and recording laws. The parties agree to transmit original,wet signatures on all documents
to be recorded and on all documents excluded from being enforceable under the Act. The parties agree to verify any and all
electronic signatures upon request of Escrow Holder.
17. ACCEPTABILITY OF COUNTERPARTS: These 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 one and
same document.
19. STANDARDIZED FORMS: Escrow Holder is to use Escrow Holder's usual document forms or the usual forms of any reliable
forms company or any title company and in the instructions insert dates and terms on the instruments if incomplete when
executed. Escrow Holder is authorized to use any standardized, preprinted form in order to comply with these instructions.
Escrow Holder is authorized to use Escrow Holder's own form or any form produced by any reliable forms company or any title
company. Excepting Escrow Holder's own form, Escrow Holder shall not be liable for the correctness or sufficiency of such
standardized preprinted forms.
19. PRORATIONS AND ADJUSTMENTS: Escrow Holder is instructed to make all prorations and adjusunents on the basis of a
thirty (30) day month. Escrow Holder is to use information contained on latest available tax statement, rental statement,
beneficiary's statement, insurance statement, or other statement as delivered to Escrow Holder for the prorations provided for
herein.
20. SUPPLEMENTAL PROPERTY TAXES: The parties are aware that the tax assessor has the right to reassess the property
upon the change of ownership. At such time, a supplemental tax bill may be issued to the Buyer(after the close of escrow). If
there is an impound account for taxes,Buyer is advised to inquire with the lender to determine if the supplemental tax bill will be
paid by the lender from the impound account. Any supplemental tax bills issued after close of escrow shall be paid as follows:
(A) for periods after the close of escrow,by Buyer;(2) for periods prior to close of escrow, by Seller. Tax bills issued AFTER
the close of escrow shall be handled or prorated directly between Buyer and Seller outside of escrow. Escrow Holder shall
prorate taxes at the close of escrow based on the latest available tax statement and is relieved of any and all liability for taxes
and/or prorations necessary after close of escrow as a result of supplemental tax bills issued by the tax assessor.
21. NEW FINANCING: Escrow Holder is not to be responsible or concerned with the terms of any new financing obtain by Buyer
or the contents of any loan documents except to older transmission of loan documents Escrow Holder, transmit the loan
documents to the appropriate party(ies) for execution, and transmit the executed loan documents to the lender. The Principals
understand and agree that Escrow Holder is not involved or concerned with the approval or processing of any loan or the contents
and effect of any loan documents prepared by a lender. Escrow Holder is not responsible for any lender's instructions which
require Escrow Holder to perform obligation or duties beyond those required by law or which requires Escrow Holder to assume
liability for the lender's regulatory duties and responsibilities.
22. MASTER/DUAL CLOSING STATEMENT: Seller and Buyer are hereby made aware that Buyer's lender, Seller's short sale
lender(s)and REO Seller's will require a copy of the Master/Dual Closing Statement disclosing both the Seller and Buyer side,in
the process of escrow and at the close of escrow, Escrow Holder is hereby authorized and instructed by Seller and Buyer to
release the Master/Dual Closing Statement as required.
23. HOMEOWNERS ASSOCIATION DOCUMENTS: If the property that is the subject of this escrow transaction is governed
by a Homeowner's Association (hereinafter "HOA"), Escrow Holder is authorized to order all required Homeowner's
Association documents upon Commencement. Escrow Holder is authorized and instructed to use funds on deposit from Buyer's
initial deposit to pay any costs or fees imposed by the HOA for the production of documents. Buyer shall be deemed to have
approved the HOA documents upon receipt of the HOA documents and the expiration of the contingency period for approval
thereof, if any.
24. DEPOSIT OF FUNDS: Escrow Holder is instructed to deposit all funds received by Escrow Holder with any state or national
bank in a trust account in the name of Escrow Holder, without any liability for payment of interest. 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 the financial institution upon which they are drawn. Funds deposited with Escrow Holder in the form of check, draft, or
Page 2
BUYERS INITIALS_ SELLERS INITIALeA
Escrow No.:40511-KK
similar instrument will be identified as collected funds when the Escrow Holder's financial institution confirms that the funds are
available for disbursement.
25. GOOD FUNDS LAW: Pursuant to California Insurance Code Section 12413.1, known as the Good Funds Law, the parties
hereto are made aware that closing funds deposited by the parties and/or lender must be cleared funds prior to close of escrow.
This law places some very specific constraints upon the time frames for funds to be made available for disbursement. Close of
escrow cannot occur before funds are cleared and immediately collectible and available for withdrawal, which clearance can
range from being immediately available upon receipt to seven(7) days depending on the form deposit. Buyer and Seller hereby
release Escrow Holder of any responsibility, claim, and/or liability in connection with such a delay caused by the manner in
which closing funds or lender's funds are deposited.
26. DISBURSEMENT OF FUNDS AND DELIVERY OF DOCUMENTS: All disbursements are to be made by the Escrow
Holder's trust account check unless instructed otherwise in writing. Escrow Holder will not indemnify any payee or guarantee
signatures of any person or entity at any financial institution. Any funds disbursed during or at the close of escrow will be issued
jointly to the parties designated as payee unless Escrow Holder is 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 subject
property. All disbursements of funds and/or delivery of other documents or instruments concerning this escrow transaction will
be mailed to the entitled party by regular first class mail, postage prepaid, at the last address provided to Escrow Holder.
However, at Escrow Holder's discretion, Escrow Holder may send funds and/or other documents by certified or registered mail,
overnight delivery,or messenger,in which case the party for whom the delivery was made agrees to pay the costs.
27. PROPERTY INSURANCE: Excluding transactions whereby the subject property is a parcel of vacant land, Buyer is made
aware that, prior to close of escrow, property insurance coverage should be obtained with sufficient liability and replacement
cost. If the Buyer is obtaining new financing insurance coverage will be a condition of the loan prior to funding. Buyer shall
deposit sufficient funds to pay for the first year's premium per invoice submitted by insurance agent. In the event subject
property is covered by a blanket master policy of insurance, Escrow Holder is to order a certificate thereof for the Buyer and
order loss payable endorsements for beneficiaries of trust deeds being recorded herein. Should Buyer desire fire insurance on
personal property, they are to obtain same outside of escrow. If Buyer is purchasing the subject property as an all cash
transaction,without financing,Escrow Holder shall have no responsibility whatsoever to order a certificate of insurance.
28. ASSIGNMENT OF PROPERTY INSURANCE: Seller represents and warrants, and Escrow Holder shall be fully protected in
assuming that, as to any property insurance policy handed you, such policy is in force, has not be hypothecated, and that all
necessary premiums therefore have been paid. Escrow Holder will transmit for assignment,any insurance policy handed Escrow
for use in this escrow transaction, but Escrow Holder shall not be responsible for verifying the acceptance of the assignment and
policy by the insurance company. ESCROW HOLDER WILL MAKE NO ATTEMPT TO VERIFY THE RECEIPT OF THE
REQUEST FOR ASSIGNMENT BY THE ISSUING COMPANY. The Buyer is hereby placed on notice that if the insurance
company should fail to receive said assignment,the issuing company may deny coverage for any loss suffered by Buyer. IT IS
THE OBLIGATION OF THE BUYER OR HIS REPRESENTATIVE TO VERIFY THE ACCEPTANCE OF THE
ASSIGNMENT OF THE POLICY BY THE ISSUING COMPANY.
29. TITLE INSURANCE: Escrow Holder shall order title insurance from the title company designated by the parties. If requested
in writing by the mutual instructions of the parties or upon the request of any lender,Escrow Holder shall provide copies of the
preliminary report of title to them without liability as to its contents. The parties acknowledge that the title insurance policy(ies)to be issued by the title company shall be delivered directly from the designated title company to the appropriate party(ies) after
the close of escrow. The parties agree that matters regarding that title insurance are between the title company and the insured
party and not Escrow Holder.
30. AUTHORIZATION TO USE SUB-ESCROW AGENT: Escrow Holder is authorized to use the title company as a sub-escrow
agent for the handling of funds and documents in this escrow transaction. Escrow Holder is to comply with all sub-escrow
agent's instructions and requirements,and Escrow Holder is authorized to deliver funds or documents to said sub-escrow agent at
any time during the course of this escrow transaction as Escrow Holder deems appropriate. The parties agree to pay the fee for
such sub-escrow service as charged by the title company.
31. BENEFICIARY DEMANDS AND STATEMENTS: From Seller's funds, Escrow Holder is authorized to pay at the close of
escrow, any encumbrances of record, plus accrued interest, charges and bonus if any, and/or pay any delinquent monthly
installments(s) on existing encumbrances) as disclosed by a beneficiary demand or statement without additional approval.
Should a Seller wish to pre approve any such beneficiary demand or statement Seller shall deliver separate and specific written
instruction to Escrow Holder prior to the close of escrow. Escrow Holder is not responsible for the contents or accuracy of any
beneficiary demand or statement delivered to it by the beneficiary. Seller is aware that payoffs of encumbrances are done by the
insuring title company, not Escrow Holder, and agrees to seek any redress directly from the beneficiary and/or title company
should a dispute arise regarding said payoff. Seller is aware some lenders require payment of loans to offices outside of the area
and/or outside of the state. The Seller is advised that interest will continue to accrue on any outstanding loans until the loan is
paid if full regardless of the date of close of escrow. The title company may charge messenger fees,wire fees, and/or overnight
fees and Seller agrees to pay such fees at close of escrow.
32. LINE OF CREDIT PAYOFF INDEMNIFICATION AND CANCELLATION: The undersigned Seller hereby indemnify
and hold the title company and Escrow Holder harmless from incurring any costs of additional charges, interest, and advances
[Wade but not disclosed on the beneficiary demand or statement provided for the payoff of that certain equity line of credit deed of
trust(hereinafter"line of credit")shown on preliminary title report, if any. Seller warrants and represents that instructions to the
beneficiary have been made to freeze the line of credit, that no advance on the line of credit has been made since the opening of
this escrow transaction,and that no advance will be made on the line of credit prior to close of escrow. In the event,after receipt
of payoff, the beneficiary makes demand for additional funds,the undersigned Seller agrees to deposit those funds immediately
with the title company or Escrow Company and authorizes the title company to utilize those funds to effectuate the close of the
line of credit. Upon payoff of the line of credit,Escrow Holder is hereby instructed to request that the beneficiary cancel said line
of credit.
33. RECORDING OF DOCUMENTS: The parties authorize the recordation of any instrument delivered through this escrow
transaction if necessary or proper for the issuance of the required policy(ies)of title insurance or as necessary for close of escrow.
Recording fees shall be charged to the account of the benefited party unless instructed otherwise by the Principals in writing.
34. DELIVERY OF DEED: Regardless of the date of execution or transmission to Escrow Holder of the deed from Seller, same
shall be deemed delivered ONLY upon recordation through this escrow transaction. The phrase"close of escrow"as used in this
escrow transaction shall mean the date on which documents are recorded,unless otherwise specified.
35. ASSIGNMENT OF FUNDS: If Seller unilaterally assigns or orders the proceeds of this escrow transaction to be paid to other
than the original parties to this escrow, such assignment or order shall be subordinate to the expenses of this escrow transaction,
liens of record on the subject property, and payments directed to be made by Buyer and Seller together. If the result of such
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BUYERS INITIALS SELLERS INITIALS
Escrow No.: 40511-KK
assignment or order would leave the escrow without sufficient funds to close, then Escrow Holder is directed to close
nevertheless and pay such assignments or orders only out of the net proceeds due Seller except for such assignments or orders,
and to pay them in the order in which such assignments or orders are received by Escrow Holder. Escrow Holder is not to be
concerned with the balance remaining unpaid, if any.
36, REPEAT CUSTOMERS: Escrow Holder may provide a fee discount to customers who have completed one or more escrows
with Escrow Holder within the last two (2) years, upon request. Said discount will be provided solely to the repeat customer
irrespective of the agreement of the parties relative to the division of escrow fees.
37. SEVERABILITY: In the event any escrow instruction or supplemental instruction in this escrow transaction, including these
general provisions,is held invalid by judicial proceedings,the remaining shall continue to be operative and enforceable.
38. CONFLICTING INSTRUCTIONS: If conflicting demands or notices are made or served upon Escrow Holder or any
controversy arises between the parties or with any third person arising out of or relating to this escrow transaction,Escrow Holder
shall have the absolute right to withhold and stop all further proceedings in,and in performance of,this escrow transaction until
Escrow Holder receives written notification satisfactory to Escrow Holder of the settlement of the controversy by written
agreement of the parties,or by the final order or judgment of a court of competent jurisdiction.
39. CANCELLATION FEES: In the event of cancellation or any other termination of this escrow transaction, the parties agree to
pay Escrow Holder for any costs or expenses Escrow Holder may have incurred or become obligated for pursuant to this escrow
transaction and a reasonable escrow fee for the services performed to date. Such costs and expenses, if any,and Escrow Holder's
fee shall be deposited with Escrow Holder before any cancellation or other termination is effective. The parties agree that said
charges for costs, expenses and fees may be apportioned between the parties in a manner which Escrow Holder, in Escrow
Holder's sole discretion,consider equitable,and that Escrow Holder's decision in that regard will be binding and conclusive upon
the parties unless specifically agreed to or determined by a court of competent jurisdiction. In.the event of failure to pay costs,
expenses, and fees due hereunder, on demand, the parties agree to pay reasonable fees for any attorney services which may be
required to collect such fees or expenses. Upon payment of such cancellation fees, Escrow Holder is authorized to return
documents and funds to the respective parties depositing same, or for whose benefit an unconditional deposit was made; or to
void executed instruments as appropriate.
40. TIME IS OF THE ESSENCE: Time is of the essence in these instructions. In the event that the conditions of this escrow
transaction have not been complied with at the expiration of the time provided for herein, or any extension thereof, Escrow
Holder is instructed to complete the same at the earliest possible date thereafter, unless written demand upon Escrow Holder to
cancel this Escrow or for the return of the money and/or instruments deposited by one or more parties.
41. ABANDONMENT OF ESCROW TRANSACTION: Escrow Holder duties and functions related to this escrow transaction
shall terminate six (6)months following the date last set for close of escrow unless the escrow transaction has closed or cancelled.
At such time, Escrow Holder shall have no further obligations as Escrow Holder except to disburse funds and documents
pursuant to written 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.
42. UNCASHED CHECKS: In the event any check(s) issued through this escrow transaction or sub-escrow related hereto are
uncashed or unnegotiated("uncashed")Escrow Holder will make every effort to contact the payee and coordinate negotiation of
the clteck(s). The parties acknowledge that Escrow Holder incurs significant expense in tracking uncashed checks,canceling and
reissuing checks, and maintaining bank and accounting records of such checks. Therefore, if re-issuance of the check is
necessitated Escrow Holder will require an instruction authorizing such re-issuance and is authorized to change an additional
services fee of twenty five dollars($25.00)which will be deducted from the payee's reissued check(s). In the event that Escrow
Holder is unable to communicate with the payee for a period of three (3) years Escrow Holder is authorized and instructed to
process the remaining funds for escheatment to the State of California, in accordance with Escrow Holder's customary
escheatment procedures.
43. AUTHORIZATION TO INTERPLEAD FUNDS: The parties acknowledge that Escrow Holder has an absolute legal right to
file a court action.in interpleader. In the event such an action is filed, the parties herein jointly and severally agree to pay all
escrow fees,title fees,court costs,and litigation expenses,including attorney's fees,incurred in connection therewith,the amount
thereof to be fixed and judgment to be reached by the court. Upon filing of such action,Escrow Holder is fully released and
discharged from any further performance of duties under the terms of this Escrow.
44. RIGHT TO RESIGN: At any time prior to the close of escrow,Escrow Holder, as its sole and absolute discretion and without
liability to the parties to this escrow transaction, may withdraw and resign from acting as Escrow Holder providing ten(10)days
prior written notice to the parties at their last known addresses. In such event, Escrow Holder shall be entitled to reasonable
compensation for its escrow services performed and for all costs and expenses incurred in the resignation, including, but not
limited to,attorneys' fees. Upon resignation,Escrow Holder shall return to the parties who deposited the same the balance of any
finds it holds along with any property or documents in its possession. Alternatively, at the mutual instruction of the parties,
Escrow Holder shall deliver the funds,property,and documents to a new Escrow Holder,
45. DESTRUCTION OF DOCUMENTS: Escrow Holder is 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 close of escrow, cancellation of this transaction, or the date of the last activity (whichever
comes first),without liability and without further notice to the parties.
46. ESCHEATMENT: Any and all funds remaining in escrow three (3) years after the close of escrow or cancellation of this
escrow transaction will be escheated to the State of California pursuant to the Unclaimed Property Law codified in California
Code of Civil Procedure Section 1518.
47. PROHIBITION UPON GIVING LEGAL OR FINANCIAL ADVICE: The parties acknowledge and understand that Escrow
Holder is not authorized to practice the law nor does Escrow Holder give financial advice. The parties are advised to seek legal
and financial counsel and advice concerning the effect of this escrow transaction. The parties acknowledge that no
representations have been made by Escrow Holder about the legal sufficiency, legal consequences, financial effects, or tax
consequences of the within escrow transaction.
Page 4
BUYERS INITIALS_ SELLERS INITIAL
■ CALIFORNIA
YEA
R FORMORM
2014 Real Estate Withholding Certificate 593-C
Part I—Seller's or Transferor Return this form to your escrow company.
Name SS or ITIN
The Cityof Palm Springs, California Charter CityS" to 0O
Spouse's/RDP's name(If Jointly owned) Spouse's/RDP's SSN or ITIN(if jointly owned)
Address(aptJste.,room,PO Box,or PMB no.) ❑FEIN ❑CA Corp no. ❑CA SOS file
no.
it�f you haveoreiin address,see ins lions.) ' State Yip Code Otynership percentage
f 'h .22r?%z � °'
Property address(If no street address,provide parcel number and county)
508-055-007,508-055-001, B-055-009„ CA
TodetMWMWhelherYWquatfyforafuRmpaftly thhddhr9 exemption,checkat lxoros thmapplylothe property being sold ortarhsfened.(See Ir�SbukSons}
Part II—Certifications which fully exempt the sale from withholding:
1. ❑ The property qualifies as the settees or tmnsferols(or decedent's,if sold by the decedents estate or trust)principal residence within the meaning of Internal
Revenue Code(IRC)Section 121.
2. ❑ The seller or transferor(or decadent,if sold by the decedents estate or trust)last used the property as the sellers or transferors(decedent's)pnncipal
residence within the meaning of IRC Section 121 without regard to the two-yeartine period.
3. ❑ The seller or transferor has a loss or zero gain for California income tax purposes on this sale.To check this box you must complete Form 593-E,Real
Fite Wilhdding-Canpulaxin of Estimated Gain or Lass,and have a loss orzero gain on line 16.
4. ❑ The property is being compulsorily or inhvoluntanly converted and the seller or transferor intends to acquire property that is similar or related in service or use
to qualify for nonrecognition of gain for California income tax purposes under IRC Section 1033.
S. ❑ The transfer qualifies for nonrecognition teatrnent under IRC Section 351 (transfer to a corporation controlled by the transferor)or IRC Section 721
(ocrhtrihution to a partnership in exchange for a partnership interest).
S. ❑ The seller or transferor is a corporation(or a limited tadtidy company(LLC)classified as a corporation for federal and California income tax purposes)that is
either qualified through the California Secretary cfStsts(SOS)or has a permanent place of business in Califomia.
7. ❑ The seller or transferor is a California partnership or a partnership qualified to do business in California(or an LLC#let is classified as a partnership for federal
and California income to purposes and is not a single member LLC tat is disregarded for federal and California income tax purposes). If this box is
1 Checked,the partnership or LLC nest still wihtrod on nonresident partners or members
The seller or trarsfeor'satax-exempt aft under California or federal law.
9. ❑ The self ortranhsferoris an insurance company,individual retirement account qualified perslorh/profd sharing plan,or charitable remaindertust
Part III—Certifications that may partially or fully exempt the sale from withholding:
Real Estate Escrow Person(REEP):See inhstuctions for amounts to withhold.
10.❑ The transfer qualifies as a simultaneous like4d d exchange within the meaning of IRC Section 1031.
11.❑ The trasfergimlfies as deferred hive•ldnd eidnangewlthih the meaning of IRCSecion 1031.
12.❑ The transfer of this property is an installment sale wthere the buyer is required to withhold on the principal portion of each installment payment Copies ol
Forth 5934,Real Estate WNhholdirg Installment Sale Acknowledgement,and the promissory note are attached.
Seller or transferor Signature
Linder penalties ofperjury,t hereby certify that the intonation provided above is,to the best of my kromedge,he and correct Ifocndfions change,I Wit promptly inform
the withholding agent.I understand that I must retain this from in my records for 5 years and that the Franchise Tax Board may review relevant to
ersurewithIholdirg compliance,Completingthis farm does notexernptme from filinga California income arfianchise tax returnto thissale.
The City of Palm Springs, -2 II.
Selle's/Transferors Name and Title California Charter City Sellors(Tranalsor Signatu Date
Spouse's/RDP's Name Spouse'srRDP's Signature Date
Seller If you dhedked any honk In Part It,you are exempt from real estatewdlhhotding.
or If you chacked any box in PartAll,you may qually fore partial or complete withholding exemption.
Transferor
FxcerA as loan ihstalhnheM sale,'rfthe seller ortrarsferedld not check arty box in Part II or Pat III of Fenn 593 ,thewitlhholdig will be 31/301o(.0333)of the
total sales price or the aptonad gain on sale withholding amount from the 5 of the certified Forth 593,Real Estate WAhholdmg Tax Statement.If the seller a
transferor does not return the completed Forth 593 and Form 593C by the dose of escrow,,the w tilhol ing will be 31I30/oof the total sales pace,unless the
typeoftransadionisaninstalmerdsale Ifthetansactahisaninstalirherhtsale,thewttholdingwllbe31/3%(.0333)off fiVhsta@mentpayment
t you are wtthhdd upon,the wthhoklig agent should give you one copy of Form 593.Atach a copy to the lower front of your Callomia income tax return
and make a copy for your records.
For y Notice,get.FTB 1131 ENGISP. 7131133 rfA
��•� !� '- ',�013
APPRQ'JED BY C17`(COUNCIL City Clerk
ngESCROW
.1111 E.Tahgtiitz:Cartyon Way.#101 theescrowconnection.com
Connection Palm Springs,CA 92262 (760)327-8566 fa (760)327-1812
TO: The Escrow Connection Date: December 12,2014
Escrow No.: 40M I-KK
SELLER'S AFFIDAVIT OF NONFOREIGN STATUS
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor
is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S, real property
interest located at:
Property located at: 508-055-007,508-055-008,5N-055-009,,CA
by The City of Palm Springs,California Charter City
I herby certify to the following(if an entity transferor,on behalf of the transferor);
INDIVIDUAL TRANSFEROR(S):
1. I am not a nonresident alien for purposes of U.S.income taxation;
2. My U.S.taxpayer identification number(Social Security number)is:
3. My home address is:
CORPORATION,PARTNERSHIP,TRUST OR ESTATE TRANSFEROR(S):
1. (name of transferor)
is not a foreign corporation;foreign partnership,foreign trust,or foreign estate(as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);
2. (name of transferor)
U.S.employer identification number isle %r-L0043 7,527 and;
3. (name of transferor)
office address is
The City of Palm Springs, California Charter City,(name of transferor) understands that this certification may be disclosed to the
Internal Revenue Service by transferee and that any false statements I have made here (or, for entity transferor, contained herein)
could be punished by fine, imprisonment,or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true,correct
and complete(and, for entity transferor,I further declare that I have authority to sign this document on behalf of The City of Palm
Springs,California Charter City(name of transferor).
Date: Bs I?I�n liq J( r'Sib,t°�
Tra sferor 'tgnatur ante,Transferor Title,if any
M tkc rx C'riy MRnfAGEp.
NOTICE TO TRANSFEROR AND TRANSFEREE: t �I
An affidavit should be signed by each individual or entity transferor t om or which it applies. Before you sign, any questions
relating to the legal sufficiency of this form,or to whether it applies to a particular transaction or to the definition of any of the terms
used,should be referred to a certified public accountant,attorney,or other professional tax advisor,or to the Internal Revenue Service.
ATTEST:
APPROVED BY CITY COUNCIL
City ci«x h `I•li�' 2T a3�
x �t IS e
,om 9
TheESCROW
SYIl E.Tahquitz Canyon Way,ri101 theescrowconnecnon.wm
Connection. Palm Springs,CA 92262 (760)327-8566 fax(760)327-1812
December 12,2014
PROCEEDS INSTRUCTION
Escrow No.: 40511-KK
IN ORDER TO SERVE YOU BETTER,PLEASE INDICATE ONE OF THE FOLLOWING:
At the close of escrow,please disburse my proceeds as follows:
( ) I will pick up my check at the close of escrow.
( ) I prefer to have my check mailed to me via regular mail.
( ) I prefer to have my check delivered via Overnight Courier to me(There is a$20.00 fee for delivery
Within 48 contiguous states and a$50.00 for off—shore deliveries)
( �) I prefeer/r to have my proceeds wwiireed(There is a$50.00 charge for wire transfers)as follows:
Name on Account Cr L T
Bank Name ��1 fr~//�l k DF l4(�N7lEf�
Bank aect#� LJ`2/ A m n ' /J
y n '7
Bank ABA#
( ) I/We will be effecting a 1031 Tax Deferred Exchange and you will receive instructions from
Accommodator regarding wiring of net proceeds—I/We understand that there is a$50.00
Charge for this service.
If multiple Sellers,please indicate haw net proceeds are to be disbursed (this instruction must be mutually agreed
upon):
Name: Percentage of Proceeds:
Name: Percentage of Proceeds:
Name: Percentage of Proceeds:
Name: Percentage of Proceeds:
My forwarding address AFTER the close of escrow will be:
OContact Phone Numbers ,//
Home:• Work/ Cell
NOTE: We do not issue Cashier's Checks. Please check with your banking institution regarding their HOLD policy
on Escrow Trust Account Checks.
The C' of Palm Springs,C ' ornia Charter City APPROVED BY CITY COUNCIL
yOwrti�ady' � � ,Authorized Signature
`
ATTEST: , r
/a / _ City Clerk
Lawyers Title Company
Lawyers Title 3480 Vine Street Suite 300
' Riverside, CA 92507
Phone: (951) 774-0825
Fax: ( )
The Escrow Connection Title Officer: Subdiv Mapping/ Joe Lardieri-So
1111 East Tahquitz Canyon Way Suite 107 email: tu66@ltic.com
Palm Spring, CA 92262 Phone No.: (951) 248-0699
Fax No.: (951) 781-1173
Attn: KATHY KLEINDIENST File No.: 614660064
Your Reference No: 40511-KK
Property Address: Riverside, California
2"d Updated PRELIMINARY REPORT
Dated as of December 3, 2014 at 7:30 a.m.
In response to the application for a policy of title insurance referenced herein, Lawyers Title
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 herein or not excluded from coverage
pursuant to the printed Schedules, Conditions and Stipulations or Conditions 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 Attachment One. The policy to be issued may contain an
arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration
clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured
as the exclusive remedy of the parties. Limitation 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 Attachment One. Copies of the
policy forms should be read. They are available from the office which issued this report.
The policy(s) of title insurance to be issued hereunder will be policy(s) of Commonwealth Land
Title Insurance Company.
Please read the exceptions shown or referred to below and the exceptions and
exclusions set forth in Attachment One 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
facilitating 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.
CLTA Preliminary Report Form-Modified (11-17-06)
Page 1
File No: 614660064
SCHEDULE A
The form of policy of title Insurance contemplated by this report is:
Subdivision Map Guarantee
The estate or interest in the land hereinafter described or referred to covered by this report is:
A FEE
Title to said estate or Interest at the date hereof is vested in:
Community Redevelopment Agency of the City of Palm Springs, (subject to Item Nos. S and 9 of
Schedule B), as to Parcels 1 and 2 AND The City of Palm Springs, a Municipal Corporation, as to
Parcel 3
The land referred to herein is situated in the County of Riverside, State of California, and is
described as follows:
SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF
CLTA Preliminary Report Form-Modified (11-17-06)
Page 2
File No: 614660064
EXHIBIT "A"
All that certain real property situated in the County of Riverside, State of California, described as
follows:
Parcel 1:
Those portions of Blocks 7, 8 and III as shown on Supplemental Plats of
Section 14, Township 4 South, Range 4 East, San Bernardino Base and
Meridian, in the City of Palm Springs, County of Riverside, State of
California, accepted by the U.S. Department of Interior, General Land
Office on September 27, 1927 and June 27, 1956, respectively described
as follows:
Commencing at the Northwest corner of said Block 111, said point lying
30.00 feet Southerly of the centerline of Andreas Road and 25.00 feet
Easterly of the centerline on Caile El Segundo; thence South 89044'45"
East, parallel with and 30.00 feet Southerly of the centerline of said
Andreas Road, a distance of 40.13 to the true point of beginning; thence
continuing South 89044'45" East, a distance of 453.52 feet; thence
South 00003'09" East a distance of 363.53 feet to a point on the
Southerly line of said Block 8; thence North 89055'59" West, along the
Southerly lines of Block 8 and Block 7, a distance of 478.64 feet; thence
North 00°03'09" West, parallel with and 40.00 feet Easterly of, the
centerline of said Calle El Segundo, a distance of 339.97 feet to the
beginning of a tangent curve, concave Southeasterly, having a radius of
25.00 feet; thence Northeasterly along the arc of said curve through a
central angle of 90018124" an arc distance of 39.40 feet to the point of
beginning.
Assessor's Parcel No: 508-055-008
Parcel 2:
Those portions of Blocks 8 and ill as shown on Supplemental Plats of
Section 14, Township 4 South, Range 4 East, San Bernardino Base and
Meridian, in the City of Palm Springs, County of Riverside, State of
California, accepted by the U.S. Department of Interior, General Land
Office on September 27, 1927 and June 27, 1956, respectively described
as follows:
CLTA Preliminary Report Form- Modified (11-17-06)
Page 3
File No: 614660064
Beginning at the point of intersection of the centerline of vacated Calle
Alvarado and the southerly right of Andreas Road, said right of way
being parallel with and 30.00 feet south of the centerline of said Andreas
Road;
Thence South 000 06' 03" East, a distance of 362.89 along said
centerline of vacated Calle Alvarado to a point of intersection with the
easterly prolongation of the southerly line of said Block 8;
Thence North 890 SS' S9" West, a distance of 197.00 feet along said
easterly prolongation and said southerly line of Block 8;
Thence North 000 03' 09" West, a distance of 363.53 feet to a point of
aforementioned southerly right of way line of Andreas Road;
Thence South 890 44' 45" East, a distance of 196.70 feet along said
southerly right of way to the Point of Beginning.
Assessor's Parcel No. 508-055-007
Parcel 3:
Blocks 7 and 111 as shown on Supplemental Plats of Section 14,
Township 4 South, Range 4 East, San Bernardino Base and Meridian, in
the City of Palm Springs, County of Riverside, State of California,
According to the Official Plat thereof.
Excepting therefrom that portion conveyed to the Community
Redevelopment Agency of the City of Palm Springs, by deed recorded
January 24, 1995 as Instrument No. 021208, of Official Records of
Riverside County, California.
Assessor's Parcel No. 508-055-009
CLTA Preliminary Report Form - Modified (11-17-06)
Page 4
File No: 614660064
SCHEDULE B - Section A
The following exceptions will appear in policies when providing standard coverage as outlined
below:
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 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.
6. Any lien or right to a lien for services, labor or material not shown by the Public Records.
CLTA Preliminary Report Form - Modified (11-17.06)
Page 5
File No: 614660064
SCHEDULE B - Section B
At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions in
said policy form would be as follows:
A. There were no taxes levied for the fiscal year 2014-2015 as the property was vested in a public
entity.
Assessor's Parcel No: 508-055-008-9
All or a part of the Land herein described does not appear to be assessed on the Tax Roll for the
year(s) 2014-2015. Said Land is subject to the possible assessment and collection of property
taxes for current and prior years.
B. There were no taxes levied for the fiscal year 2014-2015 as the property was vested in a public
entity.
Assessor's Parcel No: 508-055-007-8
All or a part of the Land herein described does not appear to be assessed on the Tax Roll for the
year(s) 2014-2015. Said Land is subject to the possible assessment and collection of property
taxes for current and prior years.
C. There were no taxes levied for the fiscal year 2014-2015 as the property was vested in a public
entity.
Assessor's Parcel No: 508-055-009-0
All or a part of the Land herein described does not appear to be assessed on the Tax Roll for the
year(s) 2014-2015. Said Land is subject to the possible assessment and collection of property
taxes for current and prior years.
D. If the map of the above tract is to be recorded after September 30, and prior to January 1, a tax
bond will not be necessary, but both installments of taxes for the current fiscal year must be paid
in full before the map can be recorded. Said taxes should be paid through this office instead of by
mail, or the recording of the map may be delayed for verification by the tax collector that the
payment was made.
E. If the map of the above tract is recorded after January 1st and prior to November 1st a tax bond
must be submitted to the Board of Supervisors of the county guaranteeing payment of taxes that
are a lien against the land but are not yet payable.
You will be advised of the amount of said tax bond when the Information is available.
1. Water rights, claims or title to water, whether or not disclosed by the public records.
2. Easement(s) in favor of the public over any existing roads lying within said Land. .
CLTA Preliminary Report Form - Modified (11-17-06)
Page 6
File No: 614660064
3. Easement(s)for the purpose(s) shown below and rights incidental thereto, as granted in a document:
Granted to: Palm Springs Water Company
Purpose: water pipes and mains
Recording Date: March 17, 1955
Recording No: as Instrument No. 17428 of Official Records
The exact location and extent of said easement Is not disclosed of record.
The signatures of the grantors listed above may be omitted from the recorded Map if its/their
name(s) and the nature of its/their respective Interest is endorsed on said Map under Section
66436(c)(1) or (c)(3) of the Government Code.
4. Reservations, exceptions and provisions contained in the patent from the United States of America,
and in the acts authorizing the issuance thereof.
Recording Date: January 25, 1956
Recording No: as Instrument No. 3628 of Official Records
5. Easement(s)for the purpose(s) shown below and rights incidental thereto, as granted in a document:
Granted to: California Electric Power Company and California Water and
Telephone Company
Purpose: Public utilities
Recording Date: October 4, 1956
Recording No: as Instrument No. 68805 of Official Records
Affects: said land more particularly described therein
The signatures of the grantors listed above may be omitted from the recorded Map if its/their
name(s) and the nature of its/their respective interest is endorsed on said Map under Section
66436(c)(1) or (c)(3) of the Government Code.
6. Reservations, exceptions and provisions contained in the patent from the United States of America,
and in the acts authorizing the issuance thereof.
Recording Date: December 1, 1977
Recording No: as Instrument No. 238353 of Official Records
7. The effect of that certain unrecorded"CRA Agreement No. 154"as disclosed by Quitclaim Deed
recorded December 15, 1988 as Instrument No. 367325,
S. Any claim that the transaction vesting the Title as shown in Schedule A or creating the lien of the
Insured Mortgage, or any other transaction occurring on or prior to the Date of Policy in which all or
any part of the title to or any interest in the Land was transferred to or from Community
Redevelopment Agency of the City of Palm Springs, is or was void or voidable under California
Assembly Bill 26 (Chapter 5, Statutes of 2011-12, First Extraordinary Session).
9. Approval of the policy or commitment of title insurance anticipated by this report by Regional Counsel
of the Company is required prior to the recordation of the instruments, required to complete this
transaction and the Issuance of such policy or commitment.The right is reserved to make additional
exceptions and/or requirements upon such review.
10. No known matters otherwise appropriate to he shown have been deleted from this report, which is not
a policy of title insurance, but a report to facilitate the issuance of a policy of title insurance.
11. For purposes of policy issuance, items) (None) may be eliminated on the basis of an indemnity
agreement or other agreement satisfactory to the company or its underwriter as an insurer.
CLTA Preliminary Report Form - Modified (11-17-06)
Page 7
File No: 614660064
12. This report is based upon the record title at the date hereof. If the subject property is further
conveyed or encumbered, the signatures of such interest holders will be required as parties necessary
to execute the record map and approve or offer required dedications. When the map is ready for
checking by the city and/or county, please forward an additional copy to this office.
END OF SCHEDULE B EXCEPTIONS
PLEASE REFER TO THE -NOTES AND REQUIREMENTS SECTION"WHICH FOLLOWS FOR
INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION
CLTA Preliminary Report Form - Modified (11-17-06)
Page 8
File No: 614660064
REQUIREMENTS SECTION:
Req. No. 1: Please submit three (3) blue line copies of the proposed map to this company at
your earliest convenience. We must review the map in order to facilitate the
recording process.
CLTA Preliminary Report Form - Modified (11-17-06)
Page 9
File No: 614660064
INFORMATIONAL NOTES SECTION
Note No. 1: The information on the attached plat is provided for your convenience as a guide to
the general location of the subject property, The accuracy of this plat is not
guaranteed, nor is it a part of any policy, report or guarantee to which it may be
attached.
Note No. 2: California insurance code section 12413.1 regulates the disbursement of escrow and
sub-escrow funds by title companies. The law requires that funds be deposited in
the title company escrow account and available for withdrawal prior to
disbursement. Funds deposited with the company by wire transfer may be disbursed
upon receipt. Funds deposited with the company via cashier's check or teller's check
drawn on a California based bank may be disbursed on the next business day after
the day of deposit. If funds are deposited with the company by other methods,
recording and/or disbursement may be delayed. All escrow and sub-escrow funds
received by the company will be deposited with other escrow funds in one or more
non-interest bearing escrow accounts of the company in a financial institution
selected by the company. The company may receive certain direct or indirect
benefits from the financial Institution by reason of the deposit of such funds or the
maintenance of such accounts with such financial Institution, and the company shall
have no obligation to account to the depositing party in any manner for the value
of, or to pay to such party, any benefit received by the company. Those benefits
may include, without limitation, credits allowed by such financial institution on loans
to the company or its parent company and earnings on investments made with the
proceeds of such loans, accounting, reporting and other services and products of
such financial institution. Such benefits shall be deemed additional compensation of
the company for its services in connection with the escrow or sub-escrow.
For wiring Instructions please contact your Title Officer or Title Company
Escrow officer.
Note No. 3: Lawyers Title is a division of Commonwealth Land Title Insurance Company. The
insurer in policies of title insurance, when issued in this transaction, will be
Commonwealth Land Title Insurance Company.
Note No. 4: The Company requires current beneficiary demands prior to closing. If the demand
is expired and a current demand cannot be obtained, our requirements will be as
follows:
a) If the Company accepts a verbal update on the demand, we may hold an
amount equal to one monthly mortgage payment. This hold will be in
addition to the verbal hold the lender may have stipulated.
b) If the Company cannot obtain a verbal update on the demand, we will either
pay off the expired demand or wait for the amended demand, at our
discretion.
c) All payoff figures are verified at closing. If the customer's last payment was
made within 15 days of closing, our Payoff Department may hold one
month's payment to insure the check has cleared the bank (unless a copy of
the cancelled check is provided, in which case there will be no hold).
CLTA Preliminary Report Form - Modified (11-17-06)
Page 10
File No: 614660064
Note No. 5: No known matters otherwise appropriate to be shown have been deleted from this
report, which is not a policy of title insurance but a report to facilitate the issuance
of a policy of title insurance.
For purposes of policy issuance, the following items may be eliminated on the basis
of an indemnity agreement or other agreement satisfactory to the Company as
follows:
NONE
Processor: ch/ SAH
Date Typed: December 11, 2014
CLTA Preliminary Report Form- Modified (11-17-06)
Page 11
Attachment One(Revised 02-07-14)
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY—1990
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 w zoning laws,ordinances, or regulations)restricting,regulating,
prohibiting or relating(i)the occupancy,use, or enjoyment of the land;(n)the character,dimensions or location of any improvement now or hereafter
erected on the land;(in)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 pam or(iv)
environmental protection, or the effect of any violation of these laws,ordinances or govemmenml regulations,except to the extent that a notice of the
enfotoement 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 notice of a defect, lien or
encumbrance resulting from a violation or alleged violation affecting the land bas 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) whether or not recorded in the public records at Date of Policy,but created,suffered,assumed or agreed to by the insured claimant;
(h) not known to the Company,nor 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 in 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. 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 unenforeeability 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 a truth in lending taw.
6. Any claim,which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the
insured tender,by reason of the operation of federal bankruptcy,state insolvency or similar creditors'rights laws.
EXCEPTIONS FROM COVERAGE-SCHEDULE B,PART I
This policy does not insure against loss w 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.
Proceedings by a public agency which 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 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,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 sbown by
the public records.
5- (a) Unpatented mining claims; (b)reservations or exceptions in patents or in Acts authorinng the issuance thereof. (c)water rights,claims or title to water,
wbether or not the matters excepted under(a),(b)or(c)are shown by the public records,
6. Any lien or right to a lien for services,labor or material not shown by the public records.
Attachment One(2-17-14)
®California Land Title Asu o lation.All rights reserved.
The use of this Form is restricted to CLTA subscribers in good standing as of the date of use.All other uses are prohibited.Reprinted under license or
express permission from the California Land Tite Association.
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE(12-02-13)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE
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 those portions of any law or government regulation concerning:
a. building;
b. zoning;
C. land use;
d. improvements our the Land;
e. land division;and
f. environmental protection.
This Exclusion does not limit the coverage described in Covered Risk S.a.,14,15,16,18,19,20,23 or 27,
2. The failure of Your existing structures,or my 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 IT
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 Data,but not to Us,unless they are recorded in the Public Records at the Policy Dater,
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 7,8.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.
7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy,state insolvency,or similar
creditors'rights laws.
S. Contamination,explosion,(ire,flooding,vibration,fracturing,earthquake,or subsidence.
9. Negligence by a person or an Entity exercising a right to extract or develop minerals,water,or any other substances.
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows:
° For Covered Risk 16,18,19,and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A are as follows:
Our Maximum Dollar
Your Deductible Amount Limit of Liability
Covered Risk 16: _%of Policy Amount Shown in Schedule A or S S_
(whichever is less)
Covered Risk 18: %of Policy Amount Sbown in Schedule A or S_ S
(whichever is less)
Covered Risk 19: °/of Policy Amount Shown in Schedule A or$_ S_
(whichever is less)
Covered Risk 21: _%of Policy Amount Shown in Schedule A or S_ $_
(whichever is less)
Attachment One(2-17-14)
®California Land Title Association.All rights reserved.
The use of this Form is restricted to CLTA subscribers In good standing as of the date of use.All other uses are prohibited.Reprinted under license of
express permission from the California Land Tice Assoda0on.
2006 ALTA LOAN POLICY(06-17-06)
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
that arise by reason of:
I. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to
(i) the occupamey,use,or enjoyment of the Land;
(ii) the character,dimensions,or location of my 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 5.
(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 a limit the coverage provided under Covered Risk 7 or B.
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 Data of Policy,but Known to the Insured Claimant and not disclosed in writing to the
Company by the insured Claimemprier 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. Uneoforceability 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 unenforesability to 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) o fmudulent conveyance or fmuduimt hr fer,or
(b) a preferential transfer for any mason not stated in Covered Risk 13(b)of this policy.
7. Any liea on the Title for real estate tares or assessments imposed by governmental authority and created or attaching between Date of Policy and the dare of
recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the mvemge provided under Covered Risk 11(b).
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the
Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage(and the Company will not pay costs,anomeys'fees or expenses)that 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 actions 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 thereol;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)Unpateated mining claims;(b)reservations or exceptions in parents or in Acts authorizing the issuance thereof, (c)water rights, claims or title to water,
wbcther or not the matters excepted uader(a),(b),or(c)are shown by the Public Records.
6. Any him or right to a lien for services,labor or material not shown by the public records.
Attachment One(2-17-14)
®California Land Title Association.All rights reserved.
The use of this Form is restricted to CLTA subscribers in good standing as of the date of use.All other uses are prohibited.Reprinted under license or
express permission from the California Land Title Association.
2006 ALTA OWNER'S POLICY(06-17-06)
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 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
(i) the occupancy,use,or enjoyment of the band;
(it) the character,dimensions,or location of any improvement erected on the Land;
(iii) the subdivision of land;or
(iv) enviroamentalprotection;
or the effect of any violation of these laws,ordinances,or governmental regulations. This Exclusion i(a)does not modify
m limit the coverage provided under Covered Risk 5.
(b) Any govemmenml police power. This Exclusion I(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 S.
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 Daze of Policy,but Known to the Insured Claimant and not
disclosed in writing to the Company by the Insured Claimant prim to the date the hrsured Claimant became an Insured under this
Policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) amcbing or created subsequent to Date of Policy(however,this does not modify a limit the coverage provided under Covered
Risk 9 and 10),or
(a) resulting in loss or damage that would not have been sustained if the Insured Claimant bad 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 uansiction
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 Coveted Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and treated 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 Title as shown in Schedule
A.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions
from Coverage,the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:
EXCEPTIONS PROM COVERAGE
This policy does not insure against loss or damage(and the Company will not pay costs,attorneys' fees or expenses)that arise by
reason Of
1. (a)Taxes or assessments that arc 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,whedia m not shown by the records of such agency or by the Public Records.
2. Any facts,rights,interests,or claims that are not shown in 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 that arc not shown by the Public Records.
5. (a)Uopatented mining claims; (b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(a)water rights,
claims or title to water,whether or not the matters excepted under(a),(b),or(c)arc shown by the Public Records.
6. Any lien or right to a lien for services,labor or material not shown by the public records.
_Attachment One(2-17-I4)
®California Land Title Association.All rights reserved.
The use of this Form is restricted to CLTA subscribers in good standing as of the date of use.All other uses are prohibited.
Reprinted under license or express permission from the California Land Title Association.
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY(12-02-13)
EXCLUSIONS FROM COVERAGE
The following[natters we expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,
anomeys'fees or expenses which arise by reason of.
I. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,
probbiting,or relating to
(i) the occupancy,use,or enjoyment of the Land;
(ii) the character,dimensions,or location of any Improvement erected an the Land;
(iii) tine subdivision of land;or
(iv) environmental protection;
or the effect of any violation of these In",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.
(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 S.
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 11,16,17,19,19,20,21,22,23,24,27 or 28);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. Unenforombility 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 unenforceebility 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 my 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,une rfomeability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made
after the Insured bas 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.
T 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 I I(b)or 25.
g. 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.
9. 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 27(b)of this policy.
10. Contamination,explosion,fire,flooding,vibration,fracturing,earthquake,or subsidence.
11. Negligence by a person or an Entity exercising a right to exmact or develop minerals,water,or any other substances.
Attachment One(2-17-14)
0 California Land Title Association.All rights reserved.
The use of this Form is restricted to CLTA subscribers in good standing as of the date of use.All other uses are prohibited.
Reprinted under license or express permission from the California Land Title Association.
File No: 614660064
Lawyers Title Company
i LawyersTitle' 3480 Vine Street Suite 300
Riverside, CA 92507
Phone: (951) 774-0825
Fax: ( )
Order No. 614660064
Notice of Available Discounts
Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial,
Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate
filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be
aware that the provision of this notice does not constitute a waiver of the consumer's right to be
charged the filed rate. As such, your transaction may not qualify for the below discounts.
You are encouraged to discuss the applicability of one or more of the below discounts with a Company
representative. These discounts are generally described below; consult the rate manual for a full
description of the terms, conditions and requirements for such discount. These discounts only apply to
transactions involving services rendered by the FNF Family of Companies. This notice only applies to
transactions involving property improved with a one-to-four family residential dwelling.
FNF Underwritten Tide Company FNF Underwriter
LTC - Lawyers Title Company CLTIC - Commonwealth Land Title Insurance Co.
Available Discounts
DISASTER LOANS (CLTIC)
The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or
refinancing by an owner of record, within 24 months of the date of a declaration of a disaster area by
the government of the United States or the State of California on any land located in said area, which
was partially or totally destroyed in the disaster, will be 50% of the appropriate title insurance rate.
EMPLOYEE RATE (LTC and CLTIC)
No charge shall be made to employees (including employees on approved retirement) of the Company
or its underwritten, subsidiary or affiliated title companies for policies or escrow services in connection
with financing, refinancing, sale or purchase of the employees' bona fide home property. Waiver of
such charges is authorized only In connection with those costs which the employee would be obligated
to pay, by established custom, as a party to the transaction.
Notice of Available Discount Mod. 10/21/2011
CLTA Preliminary Report Form- Modified (11-17-06)
Page 17
FIDELITY NATIONAL FINANCIAL
PRIVACY NOTICE
Fidelity National Financial, Inc. and its majority-owned browser type, operating system, domain names, browsing
subsidiary companies Providing real estate- and loan-related history (including time spent at a domain, time and date of
services (collectively,"FNF", "our'or"we") respect and are your visit),referringlexit web pages and URLs,and number of
committed to protecting your privacy.This Privacy Notice lets clicks. The domain name and IP address reveal nothing
you know how and for what purposes your Personal personal about the user other than the IF address from which
Information (as defined herein) is being collected, processed the user has accessed the Website.
and used by FNF.We pledge that we will take reasonable steps
to ensure that your Personal Information will only be used in
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This Privacy Notice is only in effect for any generic may send a "cookie" to your computer. A cookie is a small
information and Personal Information collected and/or owned piece of data that is sent to your Internet browser from a web
by FNF,including collection through any FNF website and any server and stored on your computer's hard drive and that can
online features, services and/or programs offered by FNF be sent i the serving wehte on subsequent visits. A
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In addition to the other times when we might disclose
of
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required bylaw or in the good-faith belief that such disclosure is 13, as EN WE UNDER
IS NOT INTENDED FOR
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If FNF collects Personal Information from you, such
We may use comments,information or feedback that you may
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submit
that are incompatible with the putpose(s) for which it was s any manner that we may choose without notice or
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originally collected or for which you subsequently gave
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disclosure and use. know by sending your comments or requests to:
You may opt out of online behavioral advertising by following Fidelity National Financial,Inc.
the instructions set forth above under the above section 601 Riverside Avenue
"Additional Ways That Information Is Collected Through the Jacksonville.Florida 32204
Website,"subsection"Third Patty Opt Out" Attn:Chief Privacy Officer
(888)934-3354
Access and Correction orivacyatfnf com
To access your Personal Information in the possession of FNF Copyright®2014.Fidelity National Financial,Inc.All Rights
and correct inaccuracies of that information in our records, Reserved.
please contact us in the manner specified at the end of this
Privacy Notice. We ask individuals to identify themselves and EFFECTIVE AS OF:JANUARY 24,2014
the information requested to be accessed and amended before LAST UPDATED:JANUARY 24,2014
processing such requests, and we may decline to process
requests in limited circumstances as permitted by applicable
privacy legislation.
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Fscmw No.:40511-KK
SOE-=A(P1)REV.12(0543)
PRELIMINARY CHANGE OF OWNERSHIP REPORT
LARRYWARD
To be completed by the transferee (buyer) prior to a transfer of subject RIVERSIDE COUNTY ASSESSOR
property, in accordance with section 480.3 of the Revenue and Taxation (961)96"2(i0
Code.A Preliminary Charge of Ownerah/p Report must be filed with each
corweyarim in the County Recorders office for the county where the
property is located.
NAME AND MAILING ADDRESS OF BLN13VTRANSFEREE
r�.100 necesmy carredlons M the pinted name and mreAiCg address)
ASSESSOWS07' CEL NUMBER
508-055.00
609.055.007,508-055-008,508-055-009
�0 fax 27Y 1( 0 323 02V
L ry.emu w 5 r` yr /�"•fFF-} /j BUYER'S DAWI E TELEPHONE NUMBER
y/ BUYER'S EMAR.
STREEfADDRESS OR PHYSICAL LOCATION OF REAL PROPERLY /®��� /��NtS r
506-055-007,M-OW.OD6,609-055-009,,CA If f�/ G�J/
MAIL PROPERT'T RMATION To(NAME)
ti U f r
ArmREss 0 2 3 �mY wt S r� �A 9l Z& 3
❑YES O This property is' nded as my principal residence.If YES,please indi the date f occupancy MIDmy v
or intended occupancy.
PART 1.TRANSFER INFORMATION Please complete all statements.
This section contains possible exclusions from reassessment for certain types of trarders.
YES NO
❑ ❑ A. This transfer is solely between spouses(addition or removal of a spouse,death of a spouse,divorce sefllem&K etc.).
❑ ❑ B- This transfer is solely between domestic partners currently registered with the Califomis Secretary of State (aWifion or removal of
a partner,death of a partner, termination selflemeM,arc.).
❑ ❑'C. This is a transfer. ❑ between parent(s)and chlkd(ren) ❑from grandparents)and grandchild(ren).
❑ ❑`D. This transfer is the result of a cotenant's death.Date of death
❑ ❑'E. This transaction is to replace a principal residence by a person 55 years of age or older.
Within the same county? ❑YES ❑NO
❑ ❑ F. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code
section 69.5.Whin the same county? ❑YES ❑NO
❑ ❑ G. This transaction is only a correction of the name(s)of the person(s)holding title to the property(e.g.,a name change upon manfags).
If YES,please explain:
❑ ❑ H. The recorded document creates,terminates,or reconveys a lenders Interest In the property.
❑ ❑ I. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest
(e.g.,cosigner).RYES,Please explain:
❑ ❑ J. The recorded document substitutes a trustee of a trust,mortgage,or other similar document
❑ ❑ K. This is a transfer of property:
1. to/tom a revocable trust that may be revoked by the transferor and is for the benefit of
❑the transferor,and/or❑the transferors spouse ❑registered domestic partner.
❑ ❑ 2. to/from a trust that may be revoked by the creatodgmntootrustor who is also a joint tenant,and which
names the other joint tenants)as beneficiaries when the creator/grantor/tustor dies.
❑ ❑ 3. tolfmm an irrevocable trust for the benefit of the
❑creator/grantor/trustor arndlor ❑grantoesftmstor's spouse ❑grantorshrustors registered domestic paMer.
❑ ❑ L This property is subject to a lease with a remaining lease tent 35 years or more including written options.
❑ ❑ M. This is a transfer between parties In which proportional Interests of the transfamr(s) and transferee(s) in each and every parcel
being transferred remain exactly the same after the transfer.
❑ ❑ N. This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions-
❑ ❑`O. This transfer is to the first purchaser of a new building containing an active solar energy system.
`Please refer to the instructions for Part 1.
Please provide any other information that will help the Assessor understand the nature of the transfer.
THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION
SOE-502-A(P2)REV.12(05-13)
PART 2.OTHER TRANSFER INFORMATION Check and complete as applicable.
A. Date of transfer,if other than recording date:
B. Type transfer.ff Purchase ❑Foreclosure ❑Gift ❑Trade or exchange ❑Merger,stock,or partnership aoquisition(Form SOE-100-B) -
❑Contract of sale.Date of contract ❑ Inheritance.Date of death,
❑Saie/Leaseback ❑Creation of a lease ❑Assignment of a lease ❑Termination of a lease,Date lease began:
Original term in years(includi g wlitlen options):_ Remaining term in years(indudng written options):
❑Other.Please explain:
C. Only a partial Interest in the property was transferred. ❑Yes No If YES,indicate the percentage transferred: %
PART 3.PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable.
A. Total purchase price I $
B. Cash down payment or value of trade or exchange excluding dosing costs Amount$
C. First deed of trust %interest for years.Monthly payment$ Amount$
❑ FHA(—Discount Points) ❑Cal-Vet ❑VA(_.Discount Prints) ❑Fixed rate ❑Variable rate
❑ Bank/Sav s&Loan/Credti Union ❑ Loan carried by salter
❑Balloon payment$ Due date:
D. Second deed of trust @_%Interest for years.Monthly payment$ Amount$
❑ Fixed Rate ❑Variable rate ❑Bank/Saving&LoaNCredit Union ❑Loan carried by seller
❑ Balloon payment$ Due date:
E. Was an Improvement Bond or other public financing assumed by the buyer?[DYES 2 0 Outstanding balance$
F. Amount,If any.of real estate commission fees paid by the buyer which are not included in the purchase price $
G.The property was purchased.❑Through real estate broker.Broker name Phone number. ( )
❑ Diced from seller ❑From a family member-Relationship
❑Other.Please explain:
H. Please explain any special terns, seller concessions, brokedagent fees waived, financing, and any other information (e.g., buyer assumed the
existing loan balance)that would assist theAssessor In the valuation of your property.
PART 4.PROPERTY INFORMATION Check and complete as applicable.
A. Type of property transferred
❑Single-family residence ❑Goop/Own-yourown ❑_Msfiufactured home
❑Multipie-family residence.Number of units: ❑Condominium OUnimproved lot
❑Other.Description:(i.e.,timber,mineral,water rights,etc.) ❑Theshare ❑CommerciaAndustrial
B. ❑YES E�fM PersonalPousiness property, or Incentives, provided by seller to buyer am included in the purchase price. Examples of personal
property are furniture,farm equipment,machinery,etc. Examples of incentives are dub memberships,etc.Attach list if available.
If YES,enter N"the value of the personal/business property: $ Incentives$
C.OYES 3O A manufactured home Is included In the purchase price.
If YES,enter the value attributed to the manufactured home: $
[]YES ,❑NO The manufactured home is subject to local property tax.If NO,enter decal num r.be
D. ❑YES The property produces rental or other income.
If YES,the Income Is from: ❑Lease/rent ❑Contract ❑Mine hts ❑Other.
E. The condition of the p at the floe sale was: ❑Good Average Fair ❑Poor
Please describe: t( / /JQ/'
CERTI [CATION
I ceM7y(ordedam)that the foregoarg and all inlorrrabon hereon, including any accompanying statemsrrts or documents, is tree and correct to the best
of my knowledge and belief
SIGMA YERrrRMSFEREE OR ICER DATTj� +� / 1S EPHH E
r. / JL '(/
OFB ATIVEICORPOAATE OFFlCER(PLEASE PRWT) TnLE LADDRE
e Assess6rlyffice mlly contact you r additional information regarding the transaction.
Escrow:40511-KK
LARRY W.WARD Recorder
Box 751
COUNTY OF RIVERSIDE Riverside,CA 92502-0751
" ASSESSOR-COUNTY CLERK-RECORDER (951)496-7000
Websiw v .riversideacr.com
�"e4ny RSTu' 9'
DOCUMENTARY TRANSFER TAX AFFIDAVIT
WARNING
ANY PERSON WHO MAKES ANY MATERIAL MISREPRESENTATION OF FACT FOR THE PURPOSE OF AVOIDING ALL OR ANY
PART OF TILE DOCUMENTARY TRANSFER TAX IS GUILTY OF A MISDEMEANOR UNDER SECTION 5 OF ORDINANCE 516 OF
THE COUNTY OF RIVERSIDE AND IS SUR.IECT TO PROSECUTION FOR SUCH OFFENSE.
ASSESSOR'S PARCEL NO, 508-055-007,508-055-008.508- I declare that the documentary transfer tax for this
055-009 transaction is:$
Property Address:
If this transaction is exempt from Documentary Transfer Tax, the reason must be identified below.
I CLAIM THAT THIS TRANSACTION IS EXEMPT FR OM DOCUMENTA R Y TRANSFER TAX BECAUSE:
(The Seedons listed below are taken from the Revenue and Taxation Code. Please check one or eWlaln in "Other")
I. ❑ Section I1911. The document is a lease for a term of less than thirty-five(35)years(including options).
2. ❑ Section 11911. The easement is not perpetual,permanent,or for life.
3. ❑l Section 11921. The instrument was given to secure a debt.
4. ( aecboa 11922. The conveyance is to a governmental entity or political subdivision.
5. ❑ Section 11925. The transfer is between individuals and a legal entity,or between legal entities,
and does not change the proportional interests held.
6. ❑ Section 11926. The instrument is from a tmstor to a beneficiary,in lieu of foreclosure,and no
additional consideration was paid.
7. ❑ Section 11929. The grantee is the foreclosing beneficiary and the consideration paid by the
foreclosing beneficiary does not exceed the unpaid debt.
8. ❑ Section 11927. The conveyance relates to a dissolution of marriage or legal separation.
9. ❑ Section 11930. The conveyance is an inter vfvos gift*or a transfer by death.
*Please be aware that information stated on this document may be given to and used by governmental
agencies,including the Internal Revenue Service-Also,certain gifts in excess of the annual Federal gift
tax exemption may trigger a Federal Gift Tax.In such cases,the Transferor(donor/grantor)may be
required to file Form 709(Federal Gift Tax Return)with the Internal Revenue Service.
10. ❑ Section I1930. The conveyance is to the grantor's revocable living trust.
11. ❑ Other(Include explanation and authority)
I DECLARE UNDER PENAL TYOFPERJURYTHAT TIE FOREGOING IS TRUE AND CORRECT
Executed this_day of 20_at
//��l City SunGwv Mk rcdS fit!/e � A
Si jofAffiant ��r �� �I Printed Name ofAttrant C4
N `t/11of 01anai ) m S7/YGV� Ad A9 dote Z70 P445wol",,,�,�,
Y dress of Affiant
76a 323 97-q i
Tekpiwne Number ofAffrmrt(including area code)
This form is subject to the California Public Records AM(Government Code 6250 et. seq.)
For Recorder's Use:
Affix PCDR Label Here
ACR 521P-AS4EX0(Rev.1 MOW) Available in Alternative Formats
[Prairie Schooner Site]
PARKING LOT LICENSE AGREEMENT
This PARKING LOT LICENSE AGREEMENT (this "Agreement") is entered into as of
20� by and between NDC EQUITIES DOWNTOWN PS, LLC, a California limited
liability company ("NDC"), and THE CITY OF PALM SPRINGS, a California charter city ("CCU").
RECITALS
A. Concurrently herewith, NDC is acquiring from City certain real property located at the
south-east corner of E. Andreas Road and N. Calle El Segundo, Palm Springs, California (APNs 508-055-
007, 508-055-008 and 508-055-009) (the "Pro a ") pursuant to that certain Purchase Agreement and
Escrow Instructions, dated October 25, 2011, as amended by that certain First Amendment to Purchase
Agreement and Escrow Instructions, dated December 1, 2014 (the "Purchase Agreement").
B. The City, in its capacity as the successor agency to the Palm Springs Community
Redevelopment Agency ("RDA"), desires to sell the Property to NDC for the purpose of effecting the
redevelopment of the Property and to satisfy its obligations under California Redevelopment Law
effectuated by ABx126 and ABx127 (the"Dissolution Act")to timely sell and dispose of the assets of the
RDA for productive economic use. The sale of the Property to NDC is consistent with the mandates of the
Dissolution Act and the policies and direction of the Oversight Board for the RDA.
C. NDC has applied for a mixed-use residential and commercial project at the Property and
two other adjoining parcels (as more particularly described in NDC's pending application with the City
submitted in December 2014, Project Case No. 5.1361 PD375 TTM 36876 & 3.3820 MAJ, the "Aberdeen
Project"). The Aberdeen Project is anticipated to provide mixed use of residential and commercial/office
uses in downtown Palm Springs.
D. The City is currently using the Property as a public parking lot and it is the desire of the
parties that the Property continue to be used and maintained as a public parking lot until such time as
NDC anticipates commencing construction of the Aberdeen Project or such other project permitted under
applicable law.
E. Pursuant to Section 36 of the Purchase Agreement, NDC and City desire to enter into this
Agreement whereby NDC grants to Citythe non-exclusive rightto use the Property as a public parking lot,
subject to the terms and conditions set forth herein.
NOW,THEREFORE, in consideration of the terms,covenants and conditions hereof, and for other
good consideration, the receipt and sufficiency of which are hereby acknowledged, NDC and City hereby
agree as follows:
1. License. Subject to the terms and conditions set forth herein, NDC hereby grants to City
a non-exclusive license (the "License") for City and its employees, representatives, agents, contractors,
guests and invitees (collectively, "Permittees")to use the Property for public parking purposes only (the
"Permitted Use") during the License Term(defined below). No license fee shall be payable to NDC by City
or its Permittees in connection with the use of the Property for such Permitted Use.
2. License Term. The term of the License (the "License Term") shall commence on the
closing date of NDC's acquisition of the Property under the Purchase Agreement and shall continue until
the License and this Agreement are terminated pursuant to any of the following: (a) City shall have the
right to terminate the License and this Agreement at anytime,for any reason, upon ninety(90)days'prior
written notice to NDC, (b) NDC shall have the right to terminate the License and this Agreement upon
ninety (90) days' prior written notice to City in connection with NDC's anticipated commencement of
construction of the Aberdeen Projector such other project permitted under applicable law, and (c) NDC
shall have the right to terminate the License and this Agreement immediately in the event of a breach of
this Agreement by City which is not cured by City within thirty(30) days following written notice thereof
by NDC(such termination right of NDC to be in addition to any other rights and remedies available to NDC
under this Agreement, at law or in equity). For the purpose of this License Agreement, the term "NDC's
anticipated commencement of construction" shall mean the date NDC applies for a demolition permit
and/or a grading permit and/or a building permit for the Aberdeen Project (or such other project
permitted under applicable law). In the event NDC terminates the License and this Agreement pursuant
to clause "(b)" above, and does not commence work under the applicable permit within three (3) days
following the effective date of the termination of the License and this Agreement(or, if later,within three
(3) days following the issuance of the applicable permit), City at its discretion may resume use of the
Property as a parking lot in accordance with this Agreement until NDC commences such work under the
applicable permit (NDC to provide forty-eight (48) hours' notice of such commencement of the work
under the applicable permit). The parties shall reasonably coordinate their respective rights and duties
under this License Agreement and cooperate with each other to minimize the number of days between
the termination of the License and NDC's commencement of work on the Property under the applicable
permit.
3. Use and Maintenance. At all times during the License Term,City shall, at City's sole cost
and expense,(a)repair,maintain,and operate the Property,in such manner as reasonably determined by
City,and(b)maintain the Property in a secure and safe condition. City agrees that it will keep the Property
clean and free from litter. City shall observe and obey all laws, rules, and regulations that apply to City's
and/or its Permittees' use of the Property. City shall not make any alterations or modifications to the
Property without first obtaining NDC's prior written consent, which may be given or withheld by NDC in
its sole and absolute discretion.
4. Indemnification by City. Notwithstanding the existence of any insurance carried by or for
the benefit of NDC or City,and without regard to the policy limits of any such insurance,City shall protect,
indemnify, save harmless and defend NDC and its affiliates, partners, members, shareholders, directors,
officers, employees, agents, representatives, successors, and assigns (collectively, the "Indemnified
Parties")from and against any and all claims,causes of action,liabilities,obligations,liens,demands,suits,
losses, damages, injuries, judgments, penalties, costs, or expenses (including, without limitation,
attorneys' fees and costs and consultants' and experts' fees and expenses) of any kind or character
whatsoever, imposed upon or incurred by or asserted against any Indemnified Party which arises out of
or relates to City's and/or its Permittees'entry into or use of the Property,except to the extent caused by
NDC's or the Indemnified Parties'grass negligence or willful misconduct. The obligations of City pursuant
to this Paragraph 4 shall survive the expiration or earlier termination of the License and/or this
Agreement.
5. Insurance. City shall, at City's sole cost and expense,carry and keep in force at all times
during the License Term (and provide NDC with reasonable documentation evidencing the existence of) the
following insurance:
(a) Commercial general liability insurance covering the Property and City's use
thereof,with limits of not less than Two Million Dollars($2,000,000.00)each occurrence and Four Million
Dollars ($4,000,000.00) general aggregate. Coverage shall be on an occurrence (as opposed to a claims
2
made) basis. Such insurance shall also provide that it is primary insurance,and that any insurance carried
by NDC shall be excess and noncontributory.
(b) Automobile liability insurance covering owned, non-owned or rented automotive
equipment having a combined single limit of at least One Million Dollars ($1,000,000) with respect to
injuries or damages in any single occurrence. Such insurance shall also provide that it is primary
insurance,and that any insurance carried by NDC shall be excess and noncontributory.
(c) Workers' compensation insurance, covering all persons employed by City in
connection with the performance of work of any nature in or about the Property,in a form prescribed by
the laws of the State of California, and employers' liability insurance.
All insurance policies required hereunder will be issued by fiscally responsible insurance companies
authorized to do business in the State of California having an A.M. Best's (or its successor) rating of no
less than A- VIII and must name (by endorsement) NDC and such other parties requested by NDC as
additional insureds,and contain an express waiver of subrogation in their favor(exceptthatthe additional
insured requirement will not apply to the workers compensation coverage required hereunder, although
the waiver of subrogation requirement does apply). All such policies will require 30 days'written notice
to NDC prior to any cancellation thereof. Any insurance coverage required by this Paragraph 5 may be
effected by means of a policy or policies of blanket liability (primary and excess) and property insurance
covering other premises.
6. City Opportunity to Repurchase. In the event (a) NDC obtains final, non-appealable
entitlements and other discretionary governmental approvals necessary for the development and
construction of NDC's Aberdeen Project (the "Aberdeen Entitlements'), (b) NDC thereafter fails to
commence construction of the Aberdeen Project (or such other project permitted under applicable law)
before the expiration of the Aberdeen Entitlements (or the entitlements applicable to such other project
permitted under applicable law),as the same may be extended from time to time, and (c) NDC desires to
sell fee title to the Property to an unaffiliated,third-party, then City shall have a first right of negotiation
to purchase fee title to the Property (the "FRON") as follows: (i) prior to NDC selling fee title to the
Property to an unaffiliated, third-party, NDC shall first give written notice to City of NDC's desire to sell
the Property("NDC's Notice'),(ii)City shall have twenty(20) days after NDC's Notice is given within which
to make a written offer for the proposed purchase of the Property, in its sole and absolute discretion
("Citv's Offer"), (III) if City does not make an offer within such twenty(20)day period,then the FRON shall
automatically and permanently terminate, (iv) if City does make.an offer within such twenty (20) day
period,then the City shall have the exclusive right to negotiate with NDC for the purchase of the Property
for an additional twenty(20)days following the date of City's Offer, (v) if NDC and City are unable to reach
an agreement for City's purchase of the Property on such terms acceptable to NDC and City (in their
respective sole and absolute discretion) within such twenty (20) day period, then the FRON shall
automatically and permanently terminate, and (vi) if NDC and City do reach an agreement for City's
purchase of the Property on such terms acceptable to NDC and City(in their respective sole and absolute
discretion) within such twenty (20) day period, but City then fails to consummate its purchase of the
Property in accordance with the terms of such agreement, then the FRON shall automatically and
permanently terminate. Notwithstanding anything to the contrary contained herein, the City's FRON
pursuant to this Paragraph 6 shall (y) not apply with respect to,and NDC shall not be obligated to deliver
NDC's Notice in connection with, any foreclosure sale pursuant to any deed of trust or any deed-in-lieu of
foreclosure, and (z) automatically and permanently terminate as soon as NDC commences construction
of the Aberdeen Project (or such other project permitted under applicable law).
3
7. Notices. Any notice, writing or communication required or desired to be given or
delivered pursuant to this Agreement will be personally delivered, delivered by Federal Express or
comparable overnight courier, providing written evidence of delivery, or delivered by U.S. registered or
certified mail, return receipt requested, postage prepaid and sent to NDC and City at the following
addresses:
If to NDC: c/o Nexus Companies
1 MacArthur Place,Suite 300
Santa Ana, California 92707
Attn: Legal Department
If to City: Woodruff,Spradlin &Smart
555 Anton Boulevard, Suite 1200
Costa Mesa,CA 92626
Attn: c/o Douglas C. Holland
or such other address(es)as either party may from time to time designate as its notice address by notifying
the other party thereof. Notice so sent will be deemed given (a)when personally delivered,or(b)on the
first business day following deposit with Federal Express or a comparable overnight courier service
providing written evidence of delivery.
8. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit
of, NDC's and City's successors and assigns; provided, however, the rights, duties and obligations of City
hereunder may not be assigned by City without the prior written consent of NDC, which may be given or
withheld in NDC's sole and absolute discretion. Any attempted assignment by City of its rights, duties
and/or obligations under this Agreement without the prior written consent of NDC shall result in a
termination of this License.
9. Attorneys' Fees. In the event of any controversy, claim or dispute between NDC or City
arising out of or relating to this Agreement or any breach thereof,the prevailing party shall be entitled to
recover all reasonable costs, including, without limitation, reasonable attorneys' fees and costs, relating
thereto.
10. Entire Agreement. This Agreement contains the entire agreement between the parties,
and no modification of this Agreement will be binding upon the parties unless evidenced by an agreement
in writing signed by NDC and City after the date hereof.
11. Counterparts; Faxed/Emailed Signature Pages. This Agreement may be executed in one
or more separate counterparts, each of which,when so executed,will be deemed to be an original. Such
counterparts will together constitute and be one and the same instrument. Telecopied or e-mailed
signatures may be used in place of original signatures on this Agreement, and the parties intend to be
bound by the signatures on the telecopied or e-mailed document.
12. Governing Law. This Agreement will be construed in accordance with the laws of the
State of California.
[Signature Page Follows]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
written above.
NDC: City:
NDC EQUITIES DOWNTOWN PS, L-C, a California THE CITY OF PALM SPRINGS, a California charter
limited liability company city
By: By:
Name: Name:
Title: Title: YOw�-,hvih, r-IIbA AAGtvoto�ey"'
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City Clerk
APPROVED BY MlY COUNCIL
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[Prarie Schooner Site]
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is made as of October 25, 2011 (the "Effective Date"), by and between THE
CITY OF PALM SPRINGS, a California charter city ("Seller"), and O & M HR, LLC, a
Delaware limited liability company(`Buyer"), as follows:
1. Purchase and Sale. Upon all the terms and conditions contained herein, Buyer
hereby agrees to purchase from Seller and Seller agrees to sell to Buyer the following:
(a) that certain unimproved real property consisting of approximately 5.7
acres located at the south-east corner of Andreas Road and Calle El Segundo, Palm Springs, CA,
and more particularly described on Exhibit A attached hereto and incorporated herein by this
reference, together with any and all of Seller's right, title and interest in and to the rights and
appurtenances pertaining to such property(collectively, the "Land"); and
(b) any and all of Seller's right, title and interest in and to any intangible
property used in connection with the Land, including, without limitation, (i) all architectural and
engineering plans, analyses and specifications relating to the Land, (ii) all existing permits,
licenses, approvals and authorizations issued by any governmental authority in connection with
the Land, and (iii) all guarantees and warranties relating to the Land, to the extent owned by
Seller(collectively, the "Intangibles,"and together with the Land, collectively,the"PropertX').
2. Opening of Escrow. Within two (2)business days following the mutual execution
and delivery of this Agreement, Seller and Buyer shall open an escrow (the `Escrow") with The
Escrow Connection, 1111 E. Tahquitz Canyon Way #107, Palm Springs, CA 92262; Attn: Kathy
Kleindienst, ("Escrow Holder") by delivering a fully executed copy of this Agreement to Escrow
Holder. Escrow Holder will execute copies of this Agreement and return fully executed copies
hereof to Buyer and Seller when Escrow has opened. Escrow shall be deemed open upon
Escrow Holder's execution hereof. Seller and Buyer agree to execute such additional and
supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply
with the terms of this Agreement; provided, however, that in the event of any conflict or
inconsistency between the terms and provisions of this Agreement and the terms and provisions
of any supplementary escrow instructions, the terms and provisions of this Agreement shall
control.
3. Purchase Price. The total purchase price (the "Purchase Price') for the Property
shall be One Million, Five Hundred Thousand ($1,500,000.00)Dollars. The Purchase Price shall
be payable as follows:
(a) Deposit. Within two (2) business days following the opening of Escrow,
Buyer shall deposit into Escrow by wire transfer or cashier's check cash in the amount of Fifty
Thousand Dollars ($50,000.00) (together with any interest earned thereon, collectively, the
"D osit'). Escrow Holder shall hold the Deposit in an interest-bearing demand account
selected by Escrow Holder, with interest accruing thereon, while held by Escrow Holder, to be
credited to the Purchase Price upon Closing. Provided this Agreement has not previously been
terminated, upon the expiration of the Due Diligence Period, the Deposit shall be non-refundable
to Buyer(except as otherwise provided in this Agreement).
(b) Cash at Closing. The remainder of the Purchase Price shall be deposited
into Escrow, in cash or by wire transfer of immediately available federal funds,by Buyer no later
than the Closing Date.
4. Costs and Proration.
(a) Escrow and Title Fees. Buyer and Seller shall each pay one-half(1/2) of
the Escrow fees. Seller shall bear the cost of (i) all documentary transfer taxes, and (ii)the
premium which would be required for an ALTA Standard Coverage Owner's Policy of Title
Insurance With Regional Exceptions if issued by the Title Company(as defined below) inuring
Buyer in the amount of the Purchase Price. Buyer shall bear the cost of (i) any increased
premium attributable to endorsements and the delivery of an extended coverage ALTA Owner's
Policy of Title Insurance (and any survey costs in connection therewith), and (ii) the cost of
recording the Grant Deed(as defined below). All other costs or expenses not otherwise provided
for in this Agreement shall be apportioned or allocated between Buyer and Seller in the manner
customary in Riverside County, California. Buyer and Seller shall each pay the cost of its own
legal and accounting fees.
(b) Taxes and Assessments. All current real property taxes, recurring
assessments, and all payments on general and special bonds and assessments on the Property
shall be prorated through Escrow between Buyer and Seller as of Closing based upon the latest
available tax information, using the customary escrow procedures. Any taxes levied under the
Supplemental Tax Roll and attributable to the period prior to Closing shall be paid by Seller, and
any such taxes attributable to the period from and after Closing shall be paid by Buyer. To the
extent that information required to compute any prorations or adjustments of real estate taxes,
recurring assessments and/or payments on general and special bonds is not available at Closing,
Seller and Buyer shall make all necessary adjustments by appropriate payments between
themselves within thirty (30) days after such information is available to the parties, which such
obligation of Buyer and Seller herein shall survive the Closing.
5. Buyer's Diligence.
(a) Title Review.
(i) Within five (5) days after the opening of Escrow, Escrow Holder
shall deliver to Buyer a current preliminary title report (the "Preliminary Report's for the
Property issued by Escrow Holder (in its capacity as the title company, the "Title Company"),
including all schedules and exhibits thereto and together with true and correct copies of all
instruments giving rise to any exception to title to the Property. Buyer shall have until 5:00
p.m. Los Angeles time on that date which is thirty (30) days following the opening of Escrow
(the "Title Diligence Period') to review and object to any exceptions to title shown on the
Preliminary Report. Buyer shall notify Seller in writing (the "Title Notice") prior to the
expiration of the Title Diligence Period which exceptions to title (including survey matters), if
any, are not acceptable to Buyer, in its sole discretion. If Buyer fails to notify Seller in writing of
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any exceptions to title prior to the expiration of the Title Diligence Period, then Buyer shall be
deemed to have approved the condition of title to the Property. If Buyer timely notifies Seller in
writing that Buyer objects to any exceptions to title, then Seller shall have until four(4) business
days after Seller's receipt of the Title Notice to notify Buyer in writing ("Seller's Title Notice")
that Seller(A) will cause such objectionable exceptions to be removed from title on or before the
Closing; or(B) elects not to cause such exceptions to be removed. If Seller fails to notify Buyer
in writing of its election within said four(4) business day period, then Seller shall he deemed to
have elected not to cause such exceptions to be removed from title. If Seller elects(or is deemed
to have elected) not to cause such exceptions to be removed from title, then Buyer shall advise
Seller in writing within three (3) business days after Seller's election (or deemed election)
whether Buyer will (1)nevertheless proceed with the purchase and take title to the Property
subject to such exceptions, or (2) terminate this Agreement, in which event the provisions of
Section 8 below shall apply. Buyer's failure to timely respond shall be deemed an election to
proceed with the purchase and take title to the Property subject to such exceptions.
(ii) Seller shall not be obligated to cause any matters listed as
exceptions on the Preliminary Report to be removed, except for(A) such matters as Seller agrees
in writing to remove as set forth above and (B) any monetary encumbrances, all of which are
hereby specifically disapproved by Buyer, and Seller agrees shall be paid off and removed from
title by Seller prior to Closing. If Seller fails to remove any such monetary lien prior to Closing,
then Escrow Holder shall apply such portion of the Purchase Price as is necessary to cause the
removal of such items at or prior to Closing, and the proceeds of Escrow to be otherwise
distributed to Seller upon Closing shall be reduced by the amount so applied. In addition, during
the period from the Effective Date until the Closing, Seller shall not, without Buyer's prior
written approval, cause or permit any additional liens or encumbrances which would be binding
on or affect the Property or any owner thereof after the Closing.
(b) Property Studies.
(i) Buyer shall have until 5:00 p.m. Los Angeles time on that date
which is sixty(60) days following the opening of Escrow (the "Due Diligence Period') to enter
upon the Property, at reasonable times after the giving of at least forty-eight(48)hours' notice to
Seller, for the purpose of conducting soil, engineering and other tests, and to undertake any other
inspections or investigations as Buyer may deem necessary and desirable to assess the
development of the Property in the manner contemplated by Buyer and the cost of any such tests,
inspections or investigations shall be borne solely by Buyer. Buyer hereby agrees to indemnify,
defend and hold Seller harmless from any and all claims, causes of action, losses, damages,
costs, liabilities and expenses, including, without limitation, reasonable attorneys' fees (and
those fees incurred upon any appeals) and court costs incurred or suffered by Seller arising out
of, or resulting from, the entry onto or the inspection of the Property by Buyer or its agents or
consultants. The foregoing obligation of Buyer shall survive the Closing or earlier termination
of this Agreement. Seller shall make available for inspection by Buyer at Seller's offices, during
normal business hours after reasonable notice, all materials in Seller's possession relating to the
Property (except for any confidential or proprietary materials such as Seller's financial analyses
with respect to the Property) including, to the extent any, all soils reports, hazardous materials
studies, hydrology studies, grading plans, compact reports, geological studies, existing access
and improvement plans and existing surveys (the"Due Diligence Materials').
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(ii) Buyer shall have the right to approve or disapprove of its
acquisition of the Property, in its sole and absolute discretion, prior to the expiration of the Due
Diligence Period, hi the event Buyer approves of the Property, Buyer shall have the right, at any
time prior to the expiration of the Due Diligence Period, to give written notice to Seller and
Escrow Holder of Buyer's approval of the Property and election to proceed with the Closing (the
"Approval Notice'). If Buyer disapproves of the Property or fails to timely provide an Approval
Notice prior to the expiration of the Due Diligence Period(which such failure shall be deemed an
election by Buyer to disapprove the purchase of the Property), this Agreement shall
automatically terminate and the provisions of Section 8 below shall apply.
6. Intentionally Omitted.
7. Conditions to Closing.
(a) Conditions in Favor of Buver. The Closing is conditioned upon the
satisfaction, or waiver in writing by Buyer, of the conditions set forth below in this Section 7(a),
which such conditions are for the benefit of Buyer. If any of such conditions are not satisfied
(and are not waived in writing by Buyer),Buyer shall have the right to terminate this Agreement,
in which event the provisions of Section 8 below shall apply.
(i) All representations and warranties of Seller shall be true and
correct in all material respects as of the Close of Escrow;
(ii) Seller shall have performed all of the obligations required to be
performed by Seller under this Agreement;
(iii) No material change shall have occurred with respect to the
Property since the expiration of the Due Diligence Period; and
(iv) Title Company is prepared or committed to deliver to Buyer an
ALTA Standard Coverage Owner's Policy of Title Insurance dated as of Closing, subject to only
the matters set forth below. If Buyer requires an extended coverage ALTA Owner's Policy of
Title Insurance or endorsements, Buyer shall notify Escrow Holder of such requirement and
deliver to Escrow Holder, at Buyer's sole cost and expense and in a timely manner so as to not
delay the Closing, an ALTA survey adequate for the issuance of such ALTA extended coverage
policy. The title policy shall insure Buyer in an amount equal to the Purchase Price, and show
title vested in Buyer subject only to:
(A) The usual printed title company exceptions;
(B) All exceptions shown on the Preliminary Report, other than
those exceptions, if any, which Seller has agreed or is required to eliminate or cure on or prior to
the Closing Date pursuant to Section 5(a) above (including, all monetary encumbrances);
(C) Any exceptions resulting from Buyer's entry upon the
Property or otherwise created by Buyer; and
(D) All other exceptions approved in writing by Buyer.
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(b) Conditions in Favor of Seller. The Closing is conditioned upon the
satisfaction, or waiver in writing by Seller, of the conditions set forth below in this Section 7(b),
which such conditions are for the benefit of Seller. If any of such conditions are not satisfied
(and are not waived in writing by Seller), Seller shall have the right to terminate this Agreement,
in which event the provisions of Section 8 below shall apply.
(i) All representations and warranties of Buyer shall be true and
correct in all material respects as of the Close of Escrow; and
(ii) Buyer shall have performed all of the obligations required to be
performed by Buyer under this Agreement.
8. Effect of Termination. In the event Buyer or Seller shall elect to terminate (or
shall be deemed to have elected to terminate) this Agreement in accordance with the terms and
provisions hereof where this Section 8 is specifically referred to, the electing party shall send
written notice thereof to the other party and Escrow Holder. Upon receipt of such notice, then
except as otherwise expressly provided herein (including, without limitation, pursuant to Section
13 below), (i) Seller shall return any disbursed portion of the Deposit to Buyer, (ii) Escrow
Holder shall return any undisbursed portion of the Deposit to Buyer and any documents held by
Escrow Holder to the parties depositing the same, (iii) all title and Escrow cancellation charges,
if any, shall be paid equally by Buyer and Seller, and (iv) upon return of such funds and
documents by Escrow Holder and the applicable party, except for such obligations of the parties
which expressly survive the termination of this Agreement, the parties hereto shall have no
further rights or obligations under this Agreement, which shall be deemed cancelled for all
purposes.
9. Closing of Escrow.
(a) The closing (the"Closing' or"Close of Escrow") of the purchase and sale
of the Property shall take place through Escrow within sixty (60) days following the expiration
of the Due Diligence Period, on a date mutually acceptable to Buyer and Seller (subject to
satisfaction or written waiver by the applicable party of the conditions set forth in Sections 7(a)
and 7(b) above) (the "Closing Date'). Notwithstanding the foregoing, Buyer shall have two (2)
options to extend the Closing Date for a period of thirty (30) days each,by providing Seller with
written notice thereof not less than two (2) business days prior to the then-scheduled Closing
Date and depositing with Escrow Holder the additional amount of Fifty Thousand Dollars
($50,000.00) for each option (together with interest earned thereon, collectively, the "Closing
Extension Deposits" and each a "Closing Extension Deposit'), which such Closing Extension
Deposit(s), when made, shall be non-refundable, except in the event of a default by Seller
hereunder or the failure of one or more conditions to Closing, but shall be applied against the
Purchase Price at the Closing.
(b) At Closing, Seller and Buyer shall each perform the obligations set forth
in, respectively, Sections 10(a) and 10(b) below, the performance of which obligations shall be
concurrent conditions. When all required funds and instruments have been deposited into
Escrow by the appropriate parties and when all other conditions to Closing have been satisfied
(or waived in writing), Escrow Holder shall record the Grant Deed. Immediately after the
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Closing, Escrow Holder shall (i) deliver to Seller the Purchase Price (less all other sums and
charges to be paid by Seller hereunder and the previously released Deposit), and (ii) deliver to
Seller and to Buyer conformed copies of the Grant Deed.
10. Documents and Sums Required at Closing.
(a) Seller's Obligations. At or prior to Closing, Seller shall deliver, or cause
to be delivered, to Buyer through Escrow:
(i) a duly executed and notarized grant deed (the "Grant Deed") in the
form attached hereto as Exhibit B, conveying the Property to Buyer;
(ii) a duly executed Assignment of Intangibles (the "Assig ent") in
the form attached hereto as Exhibit C;
(iii) if applicable, a FIRPTA certificate along with any applicable State
or local law equivalent in the forms customarily used by the Title Company duly executed by
Seller;
(iv) an executed closing statement reasonably acceptable to Seller; and
(v) such additional documents as shall be reasonably required by
Escrow Holder to consummate the transaction contemplated by this Agreement.
(b) Buyer's Obli ag tions. At or prior to Closing, Buyer shall deliver to Seller
through Escrow:
(i) by wire transfer or a cashier's check, funds equal to all sums to be
paid by Buyer and delivered to Escrow Holder under this Agreement, including the balance of
the Purchase Price and Buyer's share of costs and prorations;
(ii) a duly executed Assignment;
(iii) an executed closing statement reasonably acceptable to Buyer; and
(iv) such additional documents as shall be reasonably required by
Escrow Holder to consummate the transaction contemplated by this Agreement.
11. [Intentionally Omitted].
12. rnntentionally Omittedl.
13. Remedies.
(a) BUYER'S FAILURE. IF ESCROW DOES NOT CLOSE DUE TO
BUYER'S FAILURE TO DEPOSIT ANY REQUIRED SUMS BY THE PRESCRIBED TIME
OR TO PERFORM ANY OTHER ACT WHEN DUE HEREUNDER, WHICH FAILURE
SHALL BE DEEMED A MATERIAL BREACH OF A CONDITION PRECEDENT, AND
PROVIDED SELLER IS NOT IN DEFAULT UNDER THIS AGREEMENT, THEN SELLER,
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AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT AND RETAIN THE DEPOSIT THEN HELD BY ESCROW HOLDER
OR SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT AS LIQUIDATED
DAMAGES, WHICH AMOUNT IS THE BEST ESTIMATE BY THE PARTIES OF THE
DAMAGES SELLER WOULD SUFFER FROM SUCH BREACH, IT BEING AGREED
THAT IT IS EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE AND IMPRACTICABLE, TO
FIX THE EXACT AMOUNT OF DAMAGE WHICH WOULD BE INCURRED BY SELLER
AS A RESULT OF SUCH DEFAULT BY BUYER. THEREUPON ESCROW SHALL BE
CANCELED AS PROVIDED ABOVE, THIS AGREEMENT SHALL TERMINATE, AND
THE PROVISIONS OF SECTION 8 SHALL APPLY; PROVIDED, HOWEVER, BUYER
SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES.
Buyer's Initials 7ofa
eller's Initi s
(b) Seller's Failure. In the eventeach by Seller of this Agreement,
then,provided Buyer is not in default under this Agreement, Buyer may, as its sole and exclusive
remedy, either(i)terminate this Agreement by giving Seller and Escrow Holder written notice of
such election at any time prior to Closing and seek reimbursement from Seller of Buyer's actual,
out-of-pocket costs and expenses in connection with the transaction contemplated by this
Agreement, or (ii) enforce specific performance of this Agreement. In the event Buyer elects to
terminate this Agreement, then the provisions of Section 8 shall apply, except that all title and
Escrow cancellation charges, if any, shall be paid by Seller.
14. Further Documents and Acts. Each of the parties hereto agrees to cooperate in
good faith with each other, and to execute and deliver such further documents and perform such
other acts as may be reasonably necessary or appropriate to consummate and carry into effect the
transactions contemplated under this Agreement.
15. Representations, Warranties and Covenants of Buyer.
(a) Organization and Authority. Buyer has been duly organized and is validly
existing under the laws of the State of Delaware. Buyer has the full right and authority to enter
into this Agreement, and to consummate or cause to be consummated the transaction
contemplated by this Agreement. The persons signing this Agreement on behalf of Buyer are
authorized to do so.
(b) Authorization. This Agreement has been, and on the Closing Date, all
documents to be executed by Buyer hereunder will have been, duly authorized, executed and
delivered by Buyer, and constitute and will constitute the valid and binding obligations of Buyer
enforceable against it in accordance with their respective terms.
(c) No Consents Required. No consent, approval or other authorization of, or
registration, declaration or filing with, any governmental authority or other third party is required
for the due execution and delivery of this Agreement, and/or any of the documents to be
executed by Buyer hereunder, or for the performance by or the validity or enforceability thereof
against Buyer.
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(d) As Is, Where Is. Buyer represents and warrants that it is acquiring the
Property "AS IS, WHERE IS" and "WITH ALL FAULTS" without representation or warranty
of any kind by Seller(except as expressly set forth in Section 16 below), expressed or implied by
Seller, by operation of law, or otherwise, as to the physical, environmental or other condition of
the Property.
16. Representations, Warranties and Covenants of Seller.
(a) Organization and Authority. Seller has the full right and authority to enter
into this Agreement, and to consummate or cause to be consummated the transaction
contemplated by this Agreement. The persons signing this Agreement on behalf of Seller are
authorized to do so.
(b) Authorization. This Agreement has been, and on the Closing Date, all
documents to be executed by Seller hereunder will have been, duly authorized, executed and
delivered by Seller, and constitute and will constitute the valid and binding obligations of Seller
enforceable against it in accordance with their respective terms.
(c) No Consents Required. Seller is the fee simple owner of the Property and
has the full right and authority to enter into this Agreement, and to consummate or cause to be
consummated the transaction contemplated by this Agreement. No consent, approval or other
authorization of, or registration, declaration or filing with, any governmental authority or other
third party is required for the due execution and delivery of this Agreement, and/or any of the
documents to be executed by Seller hereunder, or for the performance by or the validity or
enforceability thereof against Seller.
17. Condemnation. If at any time prior to Closing all or any substantial portion of the
Land is condemned or legal proceedings are commenced under the power of eminent domain,
Seller shall promptly give Buyer written notice of the same ("Condemnation Notice"). In the
event of the foregoing, Buyer shall have the right to terminate this Agreement by written notice
to Seller and Escrow Holder given no later than five (5) days after Buyer's receipt of such
Condemnation Notice (and, if applicable, the Closing Date shall be extended to the extent
necessary to provide Buyer with the full five (5) day period to make such election), in which
event the provisions of Section 8 shall apply. If Buyer fails to timely terminate this Agreement
within such five (5) day period, Buyer shall be deemed to have elected to proceed with the
purchase of the Property, in which event the parties shall proceed to Closing and Seller shall
assign and turn over and Buyer shall be entitled to receive and keep all of Seller's right, title and
interest in and to any proceeds in connection with such condemnation or other legal proceedings
to the extent relating to the Land.
18. Broker's Commission. Seller represents and warrants to Buyer and Buyer
represents and warrants to Seller that no broker or finder has been engaged by Seller or Buyer,
respectively, in connection with any of the transactions contemplated by this Agreement, and
that no broker or finder is in any way connected with any of such transactions.
19. Waiver, Consent and Remedies. Each provision of this Agreement to be
performed by either party shall be deemed both a covenant and a condition and shall be a
8
material consideration for the other party's performance hereunder, and any breach of this
Agreement by either party shall be deemed a material default hereunder. Either party may
specifically and expressly waive in writing any portion of this Agreement or any breach thereof,
but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding
breach of the same or any other provision. A waiving party may at any time thereafter require
further compliance by the other party with any breach or provision so waived. The consent by
one party to any act by the other for which such consent was required shall not be deemed to
imply consent or waiver of the necessity of obtaining such consent for the same or any similar
acts in the fixture. No waiver or consent shall be implied from silence or any failure of a party to
act, except as otherwise specified in this Agreement. All rights, remedies, undertakings,
obligations, options, covenants, conditions and agreements contained in this Agreement shall be
cumulative and no one of them shall be exclusive of any other. Except as otherwise specified
herein, either party may pursue any one or more of its rights, options or remedies hereunder or
may seek damages or specific performance in the event of the other party's breach hereunder, or
may pursue any other remedy at law or equity, whether or not stated in this Agreement.
20. Attorneys' Fees. In the event of any action or proceeding instituted between
Seller, Buyer and/or Escrow Holder in connection with this Agreement, then as between Buyer
and Seller the prevailing party shall be entitled to recover from the losing party all of its costs
and expenses, including, without limitation, court costs, all costs of appeals and reasonable
attorneys' fees.
21. Notices. Any notice, request, demand, consent, approval or other communication
(collectively, "Notice") required or permitted hereunder or by law shall be validly given or made
only if in writing and delivered in person to an officer or duly authorized representative of the
other party or deposited in the United States mail, duly certified or registered (return receipt
requested), postage prepaid, or delivered by Express Mail or the U.S. Postal Service or Federal
Express or any other courier guaranteeing overnight delivery, charges prepaid. Any Notice may
also be transmitted by telecopy (provided such notice is also delivered by one of the other
methods provided herein). All Notices shall be addressed to the party for whom intended, as
follows:
If to Seller: City of Pahn Springs
3200 E. Tahquitz Canyon Way
Palm Springs,CA 92263-2743
Attn: City Manager
Fax No.: 760.323.8207
If to Buyer: c/o Nexus Development Corporation
1 MacArthur Place, Suite 300
Santa Ana, CA 92707
Attn: Ryan A. Vogt-Lowell, Esq.
Fax No.: (714) 546-5660
9
If to Escrow Holder: The Escrow Connection
1111 E. Tahquitz Canyon Way#107
Palm Springs, California 92262
Attn: Kathy Kleindienst,Manager,Escrow Officer,
Fax No.: (760) 327-1812
Any party may from time to time, by written notice to the other, designate a different address
which shall be substituted for that specified above. If any notice or other document is sent by
mail as aforesaid, the same shall be deemed fully delivered and received forty-eight (48) hours
after mailing as provided above. Any notice or other document sent by overnight service shall
be deemed delivered one (1)business day after delivery of the same, charges prepaid,to the U.S.
Postal Service or private courier. If any notice is sent by telecopy, the same shall be deemed
served or delivered upon confirmation of transmission thereof. Any notice or other document
sent by any other manner shall be effective only upon actual receipt thereof.
22. Entire Agreement. This Agreement and its exhibits constitute the entire
agreement between the parties hereto pertaining to the subject matter hereof, and the final,
complete and exclusive expression of the terms and conditions thereof. All prior agreements,
representations, negotiations and understandings of the parties hereto, oral or written, express or
implied, are hereby superseded and merged herein.
23. Captions. The captions used herein are for convenience only and are not a part of
this Agreement and do not in any way limit or amplify the terms and provisions hereof.
24. lncomoration. The Recitals and Exhibits attached hereto are hereby incorporated
in this Agreement.
25. Governing Law. This Agreement and the exhibits attached hereto have been
negotiated and executed in the State of California and shall be governed by and construed under
the laws of the State of California.
26. Invalidity of Provision. If any provision of this Agreement as applied to either
party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or.
unenforceable for any reason, the same shall in no way affect (to the maximum extent
permissible by law) any other provision of this Agreement, the application of any such provision
under circumstances different from those adjudicated by the court, or the validity or
enforceability of this Agreement as a whole; provided that the invalidity or unenforceability of
such provision does not materially adversely affect the benefits accruing to any party hereunder.
27. Amendments. No addition to or modification of any provision contained in this
Agreement shall be effective unless fully set forth in writing by both Buyer and Seller.
28. Counterparts. This Agreement may he executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute but one and the
same instrument.
10
29. Binding Agreement. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors, administrators, successors and
assigns.
30. Business Days. As used herein, the term"business day" shall mean any day other
than a Saturday, Sunday, or any federal or State of California holiday. If any period expires on a
day which is not a business day or any event or condition is required by the terms of this
Agreement to occur or be fulfilled on a day which is not a business day, such period shall expire
or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding
business day.
31. Construction. The parties acknowledge that each party and its counsel have
reviewed and approved this Agreement and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
32. IRS Form 1099-S. For purposes of complying with Section 6045 of the Internal
Revenue Code of 1986 ("Code"), as amended, Escrow Holder shall be deemed the "person
responsible for closing the transaction," and shall be responsible for obtaining the information
necessary to file with the Internal Revenue Service Form 1099-S, "Statement for Recipients of
Proceeds From Real Estate, Broker and Barter Exchange Transactions"
33. No Third Party Beneficiary. The provisions of this Agreement and of the
documents to be executed and delivered at Closing are and will be for the benefit of Seller and
Buyer only and are not for the benefit of any third party; and, accordingly, no third party shall
have the right to enforce the provisions of this Agreement or of the documents to be executed
and delivered at Closing.
34. Independent Contract Consideration. Notwithstanding anything in this
Agreement to the contrary, One Hundred and No/100 Dollars ($100.00) of the Deposit is
delivered to the Escrow Holder for delivery to Seller as "Independent Contract Consideration
and the Deposit is reduced by the amount of the Independent Contract Consideration so delivered
to Seller, which amount has been bargained for and agreed to as consideration for Seller's
execution and delivery of this Agreement. Escrow Holder is hereby instructed to release the
Independent Contract Consideration to Seller promptly following the opening of Escrow.
35. Seller Repurchase Option. Seller and Buyer hereby acknowledge and agree that,
as a material consideration inducing Seller to enter into this Agreement and sell the Property to
Buyer, Buyer has notified Seller that Buyer intends to commence construction of a First Class
Hotel (as defined below) at the Property on or before the fifth (5th) anniversary following the
Closing Date (the "Outside Construction Commencement Date"); provided, however, Seller and
Buyer acknowledge and agree that Buyer may also construct other improvements (e.g., retail
pads) on the Property in addition to the First Class Hotel. For purposes of this Section 35, a
"First Class Hotel" shall mean a hotel providing standards of physical features and operational
services which meet or exceed the higher rating criteria established for hotels by the American
Automobile Association, J.D. Power & Associates, Mobile Oil Company or Smith's Travel
Research Service (such rating criteria to be determined as of the date Buyer obtain entitlements
11
for such First Class Hotel). Such standards shall include operation of the First Class Hotel on a
twenty-four (24) hour per day/seven (7) day a week basis, and the provision of housekeeping
services, food and beverage services, room services, banquet and meeting services, concierge
and bellman services, and parking services. For the purposes of this Section, the term
"commence construction" shall mean that Buyer has completed all pre-construction engineering
and design, has received all necessary permits, entitlements, and licenses from all government
entities, including the City of Palm Springs, has entered into binding and enforceable agreements
with all contractors for major trades (consistent with industry practice) and ordered all essential
equipment and supplies (consistent with industry practice) as can reasonably be considered
necessary so that physical construction of the First Class Hotel may begin and proceed to
completion without foreseeable interruption of material duration, and has completed grading of
the Property and commenced the installation of vertical improvements on the Property. Seller
and Buyer hereby further acknowledge and agree that if Buyer should fail to commence
construction of a First Class Hotel at the Property on or before the Outside Construction
Commencement Date, and fails to cure the same within sixty (60) days following written notice
thereof by Seller, Seller shall have the option(as its sole and exclusive remedy) to repurchase the
Property from Buyer (the "Repurchase Option"), subject to the terms and conditions set forth in
this Section 35. Notwithstanding anything to the contrary contained herein, Seller's Repurchase
Option shall vest and come into existence only upon the occurrence of the Outside Construction
Commencement Date and only in the event Buyer should fail to commence construction of a
First Class Hotel at the Property on or before the Outside Construction Commencement Date and
fail to cure the same within sixty (60) days following written notice thereof by Seller. In the
event Buyer commences construction of a First Class Hotel at the Property on or before the
Outside Construction Commencement Date (or, if applicable, within sixty (60) days following
written notice by Seller), the Repurchase Option shall automatically terminate and be of no
further force or effect and the provisions of subsection(e)below shall apply.
(a) Exercise of Repurchase Option. In the event Buyer fails to commence
construction of a First Class Hotel at the Property on or before the Outside Construction
Commencement Date, and fails to cure the same within sixty (60) days following written notice
thereof by Seller, Seller shall have the right to exercise the Repurchase Option by written notice
to Buyer (the "Seller's Repurchase Election Notice") delivered no later than six (6) months after
the Outside Construction Commencement Date. In the event Seller fails to timely and properly
exercise its Repurchase Option, the Repurchase Option shall automatically terminate and be of
no further force or effect and the provisions of subsection(e)below shall apply.
(b) Repurchase Option Price. In the event Seller timely and properly
exercises its Repurchase Option, the purchase price payable by Seller to Buyer with respect to
the Property shall be an amount equal to the Purchase Price paid by Buyer to Seller hereunder for
the Property.
(c) Repurchase Option Exercised. In the event Seller timely and properly
exercises its Repurchase Option, then (i) the closing shall occur on the date specified in the
Repurchase Election Notice, which shall be no earlier than ninety (90) days and no later than one
hundred twenty (120) days after the date of Buyer's receipt of the Repurchase Election Notice,
(ii) Buyer and Seller shall each pay one-half(1/2) of the escrow fees, (iii) Buyer shall pay for(1)
any documentary tax stamps; and (2) an ALTA standard Owner's Policy of Title Insurance in the
12
full amount of the purchase price showing fee title vested in Seller; and (iv) Seller shall pay the
recording fee for any other instruments which are recorded through such escrow.
(d) Seller's Failure to Close. If Seller fails to timely close the transaction
following its exercise of its Repurchase Option (other than solely as a result of a breach of
Buyer's obligations with respect to such closing), then the Repurchase Option shall
automatically terminate and be of no further force or effect and the provisions of subsection (e)
below shall apply.
(e) Termination of Option; Quitclaim Deed. Upon any termination of the
Repurchase Option, then (i) Seller shall have no further right,title or interest in the Property, (ii)
Seller shall, upon request from Buyer, immediately deliver to Buyer a duly executed and
notarized quitclaim deed in favor of Buyer confirming the termination of the Repurchase Option
and Seller's relinquishment of any and all further right, title or interest in the Property and (iii)
Seller shall have no rights, remedies, claims or causes of action against Buyer on account of, if
applicable, Buyer's failure to commence construction of a First Class Hotel at the Property on or
before the Outside Construction Commencement Date.
36. License Agreement. Following the Close of Escrow, Seller shall have the non-
exclusive right to use the Property as a public parking lot. To effectuate the foregoing,
concurrently with the Close of Escrow, Seller and Buyer shall enter into a license agreement
("License Agreement") reasonably acceptable to Seller and Buyer, which such License
Agreement shall generally provide that (a) Seller shall not be required to pay a license fee in
connection with such use; (b) Seller shall be required, at Seller's cost, to repair, maintain and
operate the Property, in such manner as reasonably determined by Seller; (c) Seller shall have the
right to terminate the License Agreement at any time, for any reason, upon ninety (90) days'
prior written notice to Buyer; (d) Buyer shall have the right to terminate the License Agreement
upon ninety (90) days' prior written notice to Seller in connection with Buyer's anticipated
commencement of construction of a First Class Hotel at the Property; (e) Seller shall provide, at
Seller's cost, adequate insurance; and (f) Seller shall be required to indemnify and defend Buyer.
[Signature Page Follows]
13
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
SELLER:
CITY OF PALM SPRINGS,
a California charter city
By"G-�
Name• � ,p
ts: c /ASEs1
Approv to form: APPROVED BY CITY COUNCIL
ATTEST: b•1•t\ 2L pblo�
Clerk ZOj I City kt6mey
BUYER:
O &M HR, LLC, a Delaware limited liability
company
By;
Name: k
Its: seaftl7i
Escrow Holder hereby certifies that Escrow opened as of the_day of
2011 as Escrow Number
FIRST AMERICAN TITLE COMPANY
By:
Its:
14
LIST OF EXHIBITS
EXHIBIT A LAND
EXHIBIT B FORM GRANT DEED
EXHIBIT C FORM ASSIGNMENT OF INTANGIBLES
15
[Prarie Schooner Site]
EXHIBIT A
LEGAL DESCRIPTION OF LAND
Those portions of Blocks 7, 8, 111 as shown on supplemental Plats of Section 14, Township 4
South, Range 4, East, San Bernardino Base and Meridian, accepted by the U.S. Departments
of the interior, general land office on September 27, 1927 and j6 27, 1956, respectively,
described as follows:
Commencing at the Northwest corner of said Block 111, said point lying 30.00 feet Southerly of
the centerline of Andreas Road, and 25.00 feet Easterly of the centerline on Calle El Segundo;
thence South 89044'45" East, parallel with and 30.00 feet Southerly of the centerline of said
Andreas Road, a distance of 40.13 to the point of beginning; thence continuing South
89044'45" East, a distance of 453.52 feet; thence South 00003'09" East, a distance of 363.53
feet to a point of the Southerly line of said Block 8; thence North 89055'59" West, along the
Southerly lines of Block 8 and Block 7, a distance of 478.64 feet; thence North 00003'09" West,
parallel with and 40.00 feet Easterly of the centerline of said Calle El Segundo, a distance of
339.97 feet to the beginning of a tangent curve, concave Southeasterly, having a radius of
25.00 feet; thence Northeasterly along the arc of said curve through a central angle of
90118'24"an arc distance of 39.40 feet to the point of beginning.
Assessors Parcel No.: 508-055-008-9
[Prarie Schooner Site]
EXHIBIT B
FORM OF GRANT DEED
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO,
AND MAIL TAX STATEMENTS TO:
(Space Above Line for Recorder's Use Only)
The undersigned grantor declares:
Documentary Transfer Tax not shown
pursuant to Section 11932 of the
California Revenue and Taxation Code
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
THE CITY OF PALM SPRINGS, a California charter city ("Grantor"),hereby GRANTS to O &
M HR LLC, a Delaware limited liability company ("Grantee"),the following described real
property(the"Property") in the City of Palm Springs, County of Riverside, State of California:
See legal description attached hereto at Exhibit A.
SUBJECT TO:
1. Nondelinquent real property taxes and all unpaid, nondelinquent general
and special bonds or assessments.
2. All covenants, conditions, restrictions, reservations, rights, rights of way,
easements, encumbrances, liens and title matters of record or which would be discovered by an
accurate survey or physical inspection of the Property as of the date hereof.
[Signatures on Following Page]
IN WITNESS WHEREOF, the undersigned has executed this document as of the
day and year indicated.
Dated:
GRANTOR:
CITY OF PALM SPRINGS,
a California charter city
By:
Name:
Its:
STATE OF CALIFORNIA )
)ss.
COUNTY OF )
On before me, , a 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.
Notary Public (SEAL)
2
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION
[To be attached.]
3
[Prarie Schooner Site]
SEPARATE STATEMENT OF
DOCUMENTARY TRANSFER TAX
County Recorder
Riverside County
Dear Sir:
In accordance with California Revenue and Taxation Code Section 11932, it is
requested that this Statement of Documentary Transfer Tax due not be recorded with the attached
deed, but be affixed to the deed after recordation and before return as directed on the deed.
The deed names THE CITY OF PALM SPRINGS, a California charter city, as
Grantor, and O& M HR,LLC,a Delaware limited liability company, as Grantee. The land and
improvements being transferred are located in the City of Palm Springs, County of Riverside,
State of California.
The amount of the documentary transfer tax due on the attached deed is
),
full value of the property described. Dollars($_ computed on the
Very truly yours,
a
By:
Name:
Its:
[Prarie Schooner Site]
EXHIBIT C
FORM OF ASSIGNMENT OF INTANGIBLES
THIS ASSIGNMENT OF INTANGIBLES (the"Assignment") is made as of the
day of .2011 between THE CITY OF PALM SPRINGS, a California
charter city ("Assignor"),and O & M HP, LLC, a Delaware limited liability company
("Assignee").
Assignor hereby assigns, without representation or warrant of any kind
whatsoever, any and all of Assignor's right, title, and interest in and to all intangible personal
property used in connection with the land described in Exhibit A attached hereto and hereby
made.a part hereof(the "Land"), including,without limitation, any and all (i)architectural and
engineering plans, analyses and specifications (ii) all existing permits, licenses, approvals, and
authorizations issued by a governmental authority in connection with the Land and (iii)all
guarantees and warranties relating to the Land (hereinafter collectively referred to as "Intangible
Pro ").
This Assignment shall not become effective as to any parking capital
improvements until the Buyer has commenced construction as that phrase is defined in Section
35 of the Purchase Agreement and Escrow Instructions. Once it becomes effective,this
Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their
respective heirs,executors, administrators, successors and assigns.
This Assignment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
[Signature Page Follows]
IN WITNESS WHEREOF,Assignor and Assignee have each executed this
Assignment as of the date first written above.
ASSIGNOR:
CITY OF PALM SPRINGS,
a California charter city
By:
Name:
Its:
ASSIGNEE:
O&M HR, LLC, a Delaware limited liability
company
By:
Name:
Its:
2
[Prairie Schooner Site]
FIRST AMENDMENT TO
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
(AND ASSIGNMENT)
This First Amendment to Purchase Agreement and Escrow Instructions (And
Assignment) (this "Amendment"), dated effective as of December 1, 2014 (the "Effective
Date"), is entered into by and among THE CITY OF PALM SPRINGS, a California charter city
("Seller"), O & M HR, LLC, a Delaware limited liability company ("Assignor') and NEXUS
DEVELOPMENT CORPORATION/CENTRAL DIVISION, a California corporation
("Assignee"or"Buyer") with reference to the following:
RECITALS
A. Seller and Assignor are parties to that certain Purchase Agreement and Escrow
Instructions, dated October 25, 2011 (the "Original Agreement"), pursuant to which Seller
agreed to sell to Assignor, and Assignor agreed to purchase from Seller, certain real property
located at the south-east corner of E. Andreas Road and N. Calle El Segundo, Palm Springs,
California(APNs 508-055-007, 508-055-008 and 508-055-009), and more particularly described
therein (the "Pro "), subject to the terms and conditions set forth therein. All capitalized
terms not otherwise defined herein shall have the meaning given such terms in the Original
Agreement,
B. The Property and Seller's ownership interest therein were directly impacted by
the changes in the California Community Redevelopment Law effectuated by ABxl 26 and
ABxl 27 (the "Dissolution Act") and, as a result, Seller was not capable of conveying the
Property at the time of the Original Agreement.
C. Seller and the Oversight Board for the Successor Agency to the Palm Springs
Community Redevelopment Agency have recently completed the process mandated by the
Dissolution Act applicable to the disposition and use of the Property (including, in connection
therewith, obtaining approval of Seller's acquisition of the Property). Having completed such
process, Seller is now capable of conveying the Property in accordance with the Original
Agreement(as hereby amended).
D. The parties hereto now hereby desire to enter into this Amendment to (i) ratify the
Original Agreement, (ii) memorialize an assignment of the Original Agreement from Assignor to
Assignee; and (iii) amend the Original Agreement in certain particulars set forth herein, in each
case, subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each of parties hereto hereby agree as follows,
effective as of the Effective Date:
1. Ratification of Original Agreement. The Original Agreement, as hereby
amended, is hereby ratified and reaffirmed.
2. Assignment and Assumption. Assignor hereby transfers, assigns and
conveys all of Assignor's rights, title, interests, duties, liabilities and obligations in, to and under
the Original Agreement(as hereby amended) to Assignee. Assignee hereby accepts and assumes
the same and agrees to perform and to be bound by all of the terms, covenants, conditions,
duties, liabilities, and obligations imposed upon or assumed by Assignee with respect to the
Original Agreement(as hereby amended).
3. Delivery of Deposit. Section 3(a) of the Original Agreement
contemplated that Buyer would deposit the Deposit with Escrow Holder within two (2) business
days following the opening of Escrow. Due to the impacts of the Dissolution Act, however,
Seller and Buyer agreed to postpone Buyer's delivery of the Deposit. Seller and Buyer now
hereby agree that Buyer shall deposit the Deposit with Escrow Holder within ten (10) business
days following the later of (a) the full execution of this Amendment and (b) the date Seller
delivers to Buyer a recorded copy of the grant deed evidencing Seller's current ownership of the
Property.
4. Amended Section 35. Section 35 of the Original Agreement is hereby
amended and restated to read in its entirety as follows: "[Intentionally Omitted]".
5. Amended Section 36. The phrase "a First Class Hotel" appearing in
clause"(d)"of Section 36 of the Original Agreement is hereby replaced with the phrase "Buyer's
contemplated mixed-use residential and commercial project".
6. Effect of this Amendment. Except to the extent modified by this
Amendment, the Original Agreement, as hereby amended, shall remain unmodified and in full
force and effect. If any provisions of this Amendment contradicts or is inconsistent with any
provisions of the Original Agreement, then the provisions of this Amendment shall prevail.
7. Counterparts: Facsimile/Email Signatures. This Amendment may be
executed in one or more counterparts, all counterparts shall be valid and binding on the parry
executing them and all counterparts shall together constitute one and the same document for all
purposes. This Amendment may be executed and signature pages delivered by email and/or
facsimile on the part of one or more parties hereto.
[Signature Pages Follow]
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, effective
as of the date set forth above. APPROVED BY CIR COU C1l
`, h
SELLER: • K 5
CITY OF PALM SPRINGS,
a California charter city
By:
Name.i.r✓. / OW
Its: <=
ATTEST:
BUYER/ASSIGNEE:
JiWty�Cle ���
NEXUS DEVELOPMENT
CORPORATION/CENTRAL DIVISION, a
California corporation
By: JI
Name:
Its: 5.� vim
g(SFi�R
ASSIGNOR:
/.� • 01- �D f¢ O & M HR, LLC, a Delaware limited liability
v._ -�--- company
By:
Name: ls��" �uM�aco 8 M
Its: ]/CC*'iPr
-3-