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HomeMy WebLinkAbout00519C - PS VENTURE CABALLEROS/AMADO LLC PURCH/SALE OF SUBLEASE LAND RECORDING REQUESTED BY: The Community Redevelopment Agency of the DOC 4 2007-0606748 City of Palm Springs 09/27/2007 08:00R Fee:NC (a public agency, recording fees do not apply) Page i of 4 Recorded in Official Records WHEN RECORDED MAIL TO: County of Riverside Larry W. Ward Name: Community Redevelopment Agency Rssessor, County Clerk a Recorder " SAttention; Agency Secretary treet Address: 3200 E Tahquitz Canyon Way III IIIIII II III IIIIII IIII IIIIIII III IIII III IIII City&State: Palm Springs, CA 92262 S R U PAGE SIZE DA MISC LONG RFD COP QUITCLAIM 6". C -C M A L 465 426 PCOR NCOR SMF NCHG 77 FOR A VALUABLE CONSIDERATION, {JeAo CC T: CTYJ UNI 1001 U PS Venture Caballeros/Amado, LLC, a Delaware limited liability company hereby REMISE(S), RELEASE(S) AND FOREVER QUITCLAIMS to 04D V) The Community Redevelopment Agency of the City of Palm Springs, a California redevelopment agency and public body :d1 0 N) all right, title and interest in the following real property in the City of Palm Springs, County of Riverside, State of California: R o Described in "Exhibit A" to this Quitclaim Deed. 4 to Dated • �17�� �� PS VENTURE CABALLEROS/AMADO, LLC, a Delaware limited liability company By: California Development Enterprises ?` - Inc., a California corporation L.f.GLL./L r Its: Ma 7 J,y: y: c.G/�' :.- ,(:� V� Ron hipka, Jr., President i ACKNOWLEDGMENT STATE OF ILLINOIS } } ss COUNTY OF COOK } On Qf Y a before me, ) ca L L_ ik . I UJ 15 personally ap eared Ronal B. Shipka, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. LN!oary7fZlb' i�Icc:�¢�teor VIS llino is mmission&p,04108/2111 Signa re %L11 �� �El� (This area for official notarial sea]) EXHIBIT E TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND EXHIBIT A LEGAL DESCRIPTION OF PROPERTY THE REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, STATE OF CALIFORNIA, BEING A PORTION OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNADINO MERIDIAN (SBM), DESCRIBED AS FOLLOWS: PARCELI: BLOCKS 217 AND 218 PARCEL 2: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 00 08, 061, WEST A DISTANCE OF 658.29 FEET; THENCE NORTH 890 52; 51" EAST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89° 52' 51" EAST A DISTANCE OF 279.38 FEET; THENCE SOUTH 00 07' 46" EAST A DISTANCE OF 607.88 FEET; THENCE SOUTH 89' 48' 37" WEST A DISTANCE OF 48.00 FEET; THENCE NORTH 00 07' 46" WEST A DISTANCE OF 567.94 FEET; THENCE SOUTH 89' 52' 51" WEST A DISTANCE OF 211.37 FEET TO A POINT TANGENT TO ACURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHWESTERL Y ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57" AN ARC DISTANCE OF 31.42 FEET; THENCE NORTH 0° 08' 06" WEST A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. COMPRISING 0,89 ACRES MORE OR LESS. PARCELS 1 AND 2 ABOVE ARE ALSO KNOWN AND DESCRIBED AS FOLLOWS: PARCEL A (BLOCK 217): THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA: ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES APPROVED BY THE U.S. BUREAU OF INDIAN AFFAIRS AND ADDED TO THE CITY OF PALM SPRINGS STREET SYSTEM MAY 25, 1960, BY CITY OF PALM SPRINGS RESOLUTION NO. 5855 AND ASSIGNED CITY DEED NO. 368, PARCEL.B (BLOCK 218): THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO, 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; PARCEL C: PARCEL 2 OF PARCEL MAP NO. 23288, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 AND 40 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF• THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 00 08' 06" WEST, ALONG THE NORTH-SOUTH CENTERLINE OF SECTION 14, A DISTANCE OF 658.29 FEET; THENCE NORTH 890 51' 54" EAST, A DISTANCE OF 50.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF AVENIDA CABALLEROS AS DESCRIBED IN CITY DEED NO. 368 APPROVED BY THE CITY COUNCIL ON MAY 25, 1960 AS RESOLUTION NO. 5855. SAID POINT BEING THE TRUE POINT OF BEGINNING.; THENCE NORTH 89° 52' 51" EAST, ALONG THE SOUTHERLY LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 279.38 FEET; THENCE SOUTH 00 07' 46" EAST, ALONG THE EASTERLY LINE OF SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 40.00 FEET TO THE NORTHEAST CORNER OF PARCEL 2 OF PARCEL MAP NO. 23288 AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 THROUGH 40 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 890 52' 51" WEST, ALONG THE NORTHERLY BOUNDARY LINE OF SAID PARCEL MAP, A DISTANCE OF 259.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 20.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90° 00' 57", AN ARC LENGTH OF 31.42 FEET TO A POINT ON THE EASTERLY RIGHT-OF- WAY OF SAID AVENIDA CABALLEROS; THENCE NORTH 00 08' 06" WEST, ALONG SAID EASTERLY RIGHT-OF-WAY A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. CH115035003 4 2 DOC # 2007-0606749 09/27/20o7 08:00R Fee:NC Page 1 of 14 Recorded in Official Records County of Riverside RECORDING REQUESTED BY Larry u. Ward Assessor, County clerk & Recorder AND WHEN RECORDED RETURN TO: I II�I�I�IIIIII«II IIII IIIIII IIII IIIIIII I« IIII IIII IIII CITY OF PALM SPRINGS 1 II Community Redevelopment Agency _ ATTN. City Clerk 3200 E. Tahquitz Canyon Way S R U PAGE SIZE CA MISC I LONG RFD COPY Palm Springs, CA 92262 �?- IL-), i �M A L 455 426 PCOR NCOR SMF r'c EXAM t1 6 n, i � aTt• Cnw,�. �xlctioy NCrf2�- CC T: CTY UNI U 1 G.C. 6103 Exempt from Recording Fees, recorded to benefit the City of Palm Springs. ASSIGNMENT AND ASSUMPTION OF SUBLEASE l This Assignment and Assumption of Sublease ("Assignment") is made effective as of the day of June, 2007, by and between PS Venture Caballeros/Amado, LLC, a Delaware limited liability company ("Assignor"), and The Community Redevelopment Agency of City of 19 Palm Springs, a California Redevelopment Agency and public body ("Assignee"). RECITALS Master Lease Background The lease has the following background and four amendments: A. Original Master Lease. The Secretary of the United States Department of the Interior through the Bureau of Indian Affairs administers that certain Business Lease No. PSL- 315 dated February 28, 1984, as amended, (the "Original Master Lease"), between the parties identified on Addendum No. 1 thereto (collectively, including their respective successors in interest, the "Ground Lessor"), as lessors; and Shale Energy Corporation of America, a Texas corporation ("SENCA"), as lessee. The Original Master Lease was approved by the United States Department of the Interior, acting pursuant to delegated authority from such department through its Bureau of Indian Affairs (such bureau so acting for such department, the "BIA"), by that certain approval of Option to Lease dated July 23, 1984, which approval was modified by that certain Modification of Approval of Option to Lease dated July 23, 1984 dated August 20, 1984. B. SENCA Assignment. SENCA's interest in the Original Master Lease was assigned to SENCA Palm Springs, Inc., a California corporation ("SENCA-PS"), by that certain Assignment of Option to Lease dated December 31, 1984 (the "SENCA Assignment"), between SENCA and SENCA-PS. The SENCA Assignment was approved by the BIA by that certain notation thereof on the SENCA Assignment dated December 31, 1984, A memorandum of the Original Master Lease, as so assigned, was recorded in the Official Records of Riverside County, California (the "Official Records"), on December 31, 1985, as Instrument No. 293741. The lessee's option to lease under the Original Ground Lease and option to commence the initial term thereunder on January 1, 1985, was exercised by that certain letter dated December 31, 1985, from SENCA-PS to the BIA. C. SENCA-PS Assignment. SENCA-PS's interest in the Original Master Lease was assigned to The City of Palm Springs, a municipal corporation (the "City") by (i) that certain Agreement to Assign and Assume Lease dated as of July 20, 1989 (the "SENCA-PS Agreement to Assign"), between SENCA-PS and the City; and (ii) that certain Agreement of Assignment 1 549004.1 :7/ dated as of September 28, 1989 (the "SENCA-PS Assignment"), between SENCA-PS and the City. The SENCA-PS Agreement to Assign (and thus, the SENCA-PS Assignment) was approved by the BIA by that certain Approval of Assignment of Master Lease to City of Palm Springs dated August 24, 1989- The SENCA-PS Assignment was recorded in the Official Records of October 24, 1989 as Instrument No. 369207, and re recorded therein on December 8, 1989, as Instrument No, 430011. D. 1995 Master Lease Amendment, The Original Master Lease was amended by that certain Amendment No. 1 to PSL-315 dated as of August 10, 1995 (the 1995 Master Lease Amendment"), between the Secretary, acting on behalf of the Ground Lessor, and Sumitomo Bank of California, a California banking corporation ("Sumitomo'). The 1995 Master Lease Amendment was approved by the BIA by that certain Approval of Amendment No. 1 to PSL-315 dated October 13, 1005. E. 1998 Master Lease Amendment. The Original Master Lease, as amended by the 1995 Master Lease Amendment, was further amended by that certain Amendment to Lease dated as of October 28, 1998 (the "1998 Master Lease Amendment'), between the Secretary, the Ground Lessor, and the City. The 1998 Master Lease Amendment was approved by the BIA by that certain Approval of Amendment to Lease PSL-315 dated October 29, 1998. A memorandum of the 1998 Master Lease Amendment was recorded in the Official Records on November 9, 1998, as Instrument No. 487614. F. 2004 Master Lease Amendment. The Original Master Lease, as amended by the 1995 Master Lease Amendment and the 1998 Master Lease Amendment, was further amended by that certain First Amendment to Business Lease 315 dated as of April 7, 2004 (the "2004 Master Lease Amendment"), between the Ground Lessor and the City. The 2004 Master Lease Amendment was approved by the BIA by that certain Consent of Bureau of Indian Affairs Palm Springs Business Lease 315 1 — First Amendment to Lease dated May 20, 2004. The 2004 Master Lease Amendment was recorded in the Official Records on June 3, 2004, as Instrument No, 0422989. G. 2006 Master Lease Amendment, The Original Master Lease, as amended by the 1995 Master Lease Amendment, the 1998 Master Lease Amendment, and the 2004 Master Lease Amendment was further amended by that certain Second Amendment to Business Lease 315 dated as of February 9, 2006 (the °2006 Master Lease Amendment'), Sublease Background H. The City subleased to SENCA a portion of the Master Lease Property, which sublease affects approximately 9,62 acre parcel of land located at the southeast corner of Avenida Caballeros and Amado Road, in the City of Palm Springs, California, as more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), pursuant to a Sublease dated September 28, 1989 (the "Original Sublease") which was approved by BIA as part of the August 24, 1989 Agreement to Assign and Assume Lease No. PSL-315. I. By Assignment and Assumption of Sublease Agreement dated October 29, 1993, approved by the Secretary of the BIA on November 18, 1993 and as recorded November 22, 1993 (Assignment #1), as Instrument No. 464786, of the Official Records of Riverside County, California ("Official Records'), SENCA transferred, assigned, and conveyed its interest in the 2 549004 1 Original Sublease to The Suitt Revocable Inter Vivos Trust and the legal description of the sublease was changed as described in Section 11.18.93 therein, J. By Assignment and Assumption of Sublease of Agreement dated October 13, 1999, and approved by the Secretary of the BIA on December 1, 1999, as recorded December 18, 1999, as Instrument No. 1999-543812, of the Official Records, The Suitt Revocable Inter Vivos Trust assigned and the Block Revocable Inter Vivos Trust acquired an undivided 25% interest in and to the Original Sublease ("Assignment#2"), K. The Sublease was amended by that Amended and Restated Sublease effective the gch day of February, 2006, approved by the Secretary of the BIA on February 9, 2006, and recorded on February 15, 2006, as Instrument No. 2006-113855, of the Official Records ("Amended and Restated Sublease"). L. By Assignment and Assumption of Sublease of Agreement dated February 9, 2006, and approved by the Secretary of the BIA on February 9, 2006, as recorded on February 15, 2006 as Instrument No. 2006-0113854 of the Official Records, Jacqueline Helen Suitt as Trustee of the Suitt Revocable Intervivos Trust and Arthur S. Block and Kathleen L. Block Revocable Inter Vivos Trust transferred, assigned, and conveyed its interest in the Amended and Restated Sublease to Assignor ("Assignment #3"). Assignment #1, Assignment #2, Assignment#3, the Original Sublease and the Amended and Restated Sublease are hereinafter referred collectively to as the "Sublease." M. Assignor and Assignee have entered into a Purchase and Sale Agreement ("the Purchase Agreement") dated effective -Z Jr4 .2, 1 , 2007, wherein Assignee agrees to purchase from Assignor all of Assignor's Tight. title, and interest in the Sublease. N. Assignor desires to assign and transfer the Sublease to Assignee, and Assignee desires to accept said assignment and transfer upon the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and in the Purchase Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed: 1. Assignment_ Assignor hereby agrees to assign and transfer to Assignee any and all of Assignor's right, title, and interest in and to the Sublease. 2. Acceptance. Assignee hereby accepts the foregoing assignment and transfer and promises and agrees to pay all rent and to faithfully assume and perform all covenants, stipulations, agreements, and obligations under the Sublease accruing on and after the date hereof or otherwise attributable to the period commencing on said date and continuing thereafter, and Assignor shall be responsible for the period prior thereto. Assignee hereby acknowledges that this Agreement IS subject and subordinate to all the terms, covenants, and conditions in the Master Lease. 3. Performance Under Master Lease and Sublease. Assignee covenants and warrants that it received, read, and approved a fully executed copy of the Master Lease, as amended and the Sublease, as amended, it fully understands and agrees to be subject to and 3 549004 1 bound by all of the covenants, agreements, terms, provisions, and conditions of the Master Lease (to the extent applicable under the Sublease) and the Sublease, and further covenants to not take any action or do or perform any act or fail to perform any act that would result in the failure or breach of any of the covenants, agreements, terms, provisions, or conditions of the Master Lease or the Sublease on the part of the "Lessee" thereunder. Termination of the Master Lease shall not serve to cancel the Sublease, but shall operate as an assignment of the interest of the sublessor under the Sublease to the "Lessor" under the Master Lease in accordance with Article 21 thereof. 4. No Representations. Each party to this Assignment acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreements, statement, or promise not contained in this Assignment shall be valid or binding. 5. Modifications. Any modification of this Assignment shall be effective only if it is in writing signed by the party or parties to be charged and approved by the Secretary of the Department of the Interior. 6. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed to be a duplicate original, but all of which together shall constitute one and the same instrument. 7. Severability. If any provision of this Assignment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way- s. Governing ,Law. This Assignment shall be "governed by and construed according to Federal Law or otherwise, the laws of the State of California and shall be deemed to have been executed in Palm Springs, California, for purposes of jurisdiction and venue in any action or proceeding to interpret or enforce its terms or provisions, irrespective of actual location of its execution. 9. Binding_Effect. All of the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by each party hereto and their respective successors, executors, administrators or heirs, and all persons claiming by and through them. 10. Attorneys' Fees. In the event that any party hereto brings an action or proceeding for a declaration of the rights of the parties under this Assignment for injunctive relief, for an alleged breach or default of, or any other action arising out of this Assignment or the transactions contemplated hereby, or in the event any party is in default of its obligations pursuant hereto, whether or not suit is filed or prosecuted to final judgment, the non-defaulting party (or in the event of litigation, prevailing party) shall be entitled to reasonable attorneys' fees, in addition to any court costs incurred and in addition to any other damages or relief awarded_ (Signature Page follows) 4 $49004 1 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed and effective as of the day and year first above written. ASSIGNEE: ASSIGNOR: THE COMMUNITY REDEVELOPMENT PS VENTURE CABALLEROS/AMADO, AGENCY OF CITY OF PALM SPRINGS, a LLC, a Delaware limited liability company public body, corporate and politic By: California Development Enterprises Inc-, a California corporation B Its: Manager Chair By. Its: President SIGNED IN COUNTERPART APPROVED AS TFORM: SIGNED IN COUNTER ff - J(// Tifle: G f/G1,�1 ��- 5 5490041 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed and effective as of the day and year first above written. ASSIGNEE: ASSIGNOR: THE COMMUNITY REDEVELOPMENT PS VENTURE CABALLEROS/AMADO, AGENCY OF CITY OF PALM SPRINGS, a LLC, a Delaware limited liability company public body, corporate and politic By: California Development Enterprises Inc., a California corpo By: Its: Mana Chair Its: Pres' Lmt SIGNED IN CCUNTERPAR� fl / 5 549004 1 State of California ) )ss. County of Rivcrsid(; ) On September 24 2007 before me, Carrie Ro_vncv,Notar)r Public Date Name and Tidc of Otf ccr personally appeared ---------------------------------------Ron Oden------------------- - -- - -- Name(s)of Signer(s) 9 personally known to me B me VAX i�isfautaty evidenco G4RRIE ROVNEY to be the persons)whose namc(s)is'l=subscribed to the Commimlon# 1648553 within instrument and acknowledged to me that s Notary Public-Calltotnla he/shcfthcq executed the same in his/hcrkixcir authorised Riverside County F capacity(ic*,and that by his/hcrfdxcir signazures(s)on the MyComm.Expirestvlaru,Zo10 instrument the erson p (s), or the entity upon behalf of which the person(s)acted, executed the instrument WITNESS my hand and official seal (?jZ A22 � Cion mrr f 1)lic ATTEST: 'Agency Secretaryi_ APPRp E AS TO FORM: Agency ounsel STATE OF CALIFORNIA ) ss COUNTY OF RIVERSIDE ) On S Aeunber aL( 2007, b /reme, the undersigned notary public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the erson whose name(s) is/are subscribed to the within instrument and acknowledged to me t the executed the same in his authorized capacity, and that by his signature on the instrume t the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official eal. -ems i n u NOTARY PUBLIC \ �A✓ �� �t}� 549004.1 TE OF CALIFORNIA ) ss COUNTY OF RIV On June �, 2007, before me, ersigned notary public, personally appear personally known or proved to me of sis of satisfactory evidence) to be the person whose name(s) is a son o the within instrument and acknowledged to me that he executed the same in uthon acity, and that by his signature on the instrument the person, or the e pon behalf of which the p acted, executed the instrument. WITNESS my hand and official s RY PUBLIC STATE OF ILLINOIS ) ss COUNTY OF COOK ) O -_TGMP�P- 21 ,,2007, before me, the undersigned notary public, personally appeared _ 11 J . , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. W and official seal. eWAWO-F SEAL ALEJANDRA RpDRIGUa NOTARY PUBLIC.STATE OF ILLINOIS TARY PUB My Commission Expires 02-26-2011 2 54900d I CONSENT OF SUBLESSOR The undersigned is an authorized signatory for the Sublessor in the Sublease described in the foregoing Assignment and hereby consents to the assignment of an undivided interest in the Sublease from PS Venture CaballeroslAmado, LLC, a Delaware limited liability company to the Community Redevelopment Agency of City of Palm Springs, a California Redevelopment Agency and public body. Sublessor agrees to release, waive, and forever discharge Assignor from and against any claims, obligations, and liabilities under the Sublease arising at any time after the effective date of the Assignment. This release shall not, and is not intended to, affect or otherwise release Assignor from any of Assignor's obligations, covenants, or liabilities which accrued under the Sublease at any time prior to the effective date of the assignment, including, without limitation, the obligation to pay rent. Further, this release is not intended to release or otherwise affect Assignee's obligations under the Sublease after the effective date of this Assignment. DATED: o Z , 2007 THE CITY OF PALM SPRINGS a municipal corporation By David Ready, �l��rtnager, City of Palm Springs ATTEST: James Thompson, City Clerk City of Palm Springs APPROVED O FORM: By: Do la Holland, City Attorney City of Palm Springs 3 549004 1 EXHIBIT A LEGAL DESCRIPTION OF SUBLEASE PROPERTY THE REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, STATE OF CALIFORNIA, BEING A PORTION OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN (SBM), DESCRIBED AS FOLLOWS: PARCEL 1: BLOCKS 217 AND 218 PARCEL 2: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 0° 08' 06" WEST A DISTANCE OF 658.29 FEET; THENCE NORTH 89' 52' 51" EAST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89' 52' 51" EAST A DISTANCE OF 279.38 FEET; THENCE SOUTH 00 07' 46" EAST A DISTANCE OF 607.88 FEET; THENCE SOUTH 89' 48' 37" WEST A DISTANCE OF 48.00 FEET; THENCE NORTH 00 07' 46" WEST A DISTANCE OF 567.94 FEET; THENCE SOUTH 89' 52' 51" WEST A DISTANCE OF 211.37 FEET TO A POINT TANGENT TO A CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57" AN ARC DISTANCE OF 31.42 FEET; THENCE NORTH 0° 08' 06" WEST A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. COMPRISING 0.89 ACRES MORE OR LESS. PARCELS 1 AND 2 ABOVE ARE ALSO KNOWN AND DESCRIBED AS FOLLOWS: PARCEL A (BLOCK 217): THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES APPROVED BY THE U.S. BUREAU OF INDIAN AFFAIRS AND ADDED TO THE CITY OF PALM SPRINGS STREET SYSTEM MAY 25, 1960, BY CITY OF PALM SPRINGS RESOLUTION NO. 5855 AND ASSIGNED CITY DEED NO. 368. 4 549004 1 PARCEL B (BLOCK 218): THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; PARCEL C: PARCEL 2 OF PARCEL MAP NO. 23288, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 AND 40 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF• THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 0° 08' 06" WEST, ALONG THE NORTH-SOUTH CENTERLINE OF SECTION 14, A DISTANCE OF 658.29 FEET; THENCE NORTH 89� 51' 54" EAST, A DISTANCE OF 50.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF AVENIDA CABALLEROS AS DESCRIBED IN CITY DEED NO. 368 APPROVED BY THE CITY COUNCIL ON MAY 25, 1960 AS RESOLUTION NO. 5855. SAID POINT BEING THE TRUE POINT OF BEGINNING.; THENCE NORTH 89° 52' S1" EAST, ALONG THE SOUTHERLY LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 279.38 FEET; THENCE SOUTH 0° 07' 46" EAST, ALONG THE EASTERLY LINE OF SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 40.00 FEET TO THE NORTHEAST CORNER OF PARCEL 2 OF PARCEL MAP NO. 23288 AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 THROUGH 40 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 89° 52' 51" WEST, ALONG THE NORTHERLY BOUNDARY LINE OF SAID PARCEL MAP, A DISTANCE OF 259.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 20.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57", AN ARC LENGTH OF 31.42 FEET TO A POINT ON THE EASTERLY RIGHT-OF- WAY OF SAID AVENIDA CABALLEROS; THENCE NORTH 0° 08' 06" WEST, ALONG SAID EASTERLY RIGHT-OF-WAY A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. 5 549004.1 A_fnllq�Tgy)'�L. �L�• UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF INDIAN AFFAIRS APPROVAL OF ASSIGNMENT AND ASSUMPTION OF SUBLEASE The within ASSIGNMENT AND ASSUMPTION OF SUBLEASE, dated as of June 27, 2007,between PS VENTURE CABALLEROS/AMADO,LLC,a Delaware Limited Liability Company("Assignor"),and THE COMMUNITY REDEVELOPMENT AGENCY OF CITY OF PALM SPRINGS, A California Redevelopment Agency and public body ("Assignee"), consisting of four (4) pages, and notary acknowledgements and signature pages, is hereby approved, SE® 2 5 u V Dated: Superintendent Palm Springs Agency Burcau of Indian Affairs Pumiant to the authorny delegated by 209 DM 8,230 DM 1,and 3 LAM 4:md Sacounento Redelcgarwn Order No. 1 (43 P.R.30131,dated July 13,1978). �r . ^f rP1r Z:ity Clark 111 llili , i .( l) I',141111h1111y,, C.tliu .. t . CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by the Quitclaim Deed dated.- September 21, 2007 from, PS Venture Caballeros/Amado, LLC Grantor, to the City of Palm Springs, a municipal corporation and charter city, Grantee, is hereby accepted by the City Clerk of said City of Palm Springs, on this 251" day of September, 2007, pursuant to authority granted by the City Council of said City, by Resolution No. 20255 made on the 16th day of January, 2002, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 25th day of September, 2007. f James Thompson City Clerk (seal) Rev. 1/03 Post Office Box 2743 • Palm Springs, California 92263-2743 p,aS�gL RECEIVED CITY UE PALM SPRNGS Recording Requested By 2001OCT -2 PM 2: 13 Chicago Title Company ;A ES TwiCH.'FS0N And When Recorded Mail To: CITY CLERK PS Venture Caballeros/Amado, LLC c/o The Enterprise Companies 600 West Chicago Avenue, Suite 570 Chicago, IL 60610 Order No. 71075709-X59 Reconveyance No. 07-043 FULL RECONVEYANCE Pursuant to the written request of the Beneficiaries of the deed of trust dated January 16, 2006 executed by PS VENTURE CABALLEROS/AMADO, LLC, a Delaware limited liability company in which NEW CENTURY BANK, an Illinois banking corporation, its successors and its assigns were named as Beneficiaries and CHICAGO TITLE COMPANY, a California corporation as Trustee and recorded February 15, 2006 as Document No. 2006-0113857 of official Records of Riverside County, California, the undersigned, as the present Trustee of record of said Deed of Trust does hereby grant and reconvey to the person or persons entitled thereto, without warranty, all of the estate and Interest derived to the Trustee in and to the property described in said Deed of Trust. Dated: September 28, 2007 CHICAGO TITLE COMPANY, a California corporation, as Trustee By ------- Authorized Signatory STATE OF CALIFORNIA COUNTY OF LOS AoNGELES} S.S. On Ormol r --- _ , before me, KAN �-qnrl Grw' - _ _ _ a Notar Public in and for said County and State, personal) a y y ppeared J. Earle Norris, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal TRACY LYNN GRAIR _ Commisslon#1655716 N010ry Public-C01110Mla Lot Ang@W County I *MVC0Mn.Eiqph*MQr3I 2010 SignatureNI �9�i�1l�V' For Notary Seal or Stamp ,/ U AGREEMENT FOR PURCHASE AND SALE OF INTEREST IN SUBLEASE LAND THIS AGRE§MENT FOR PURCHASE AND SALE OF SUBLEASE LAND ("Agreement") is made this 27 day of June, 2007 ("Effective Date"), by and between PS Venture Caballeros/Amado, LLC, a Delaware limited liability company ("Seller"), and the Community Redevelopment Agency of the City of Palm Springs, a California redevelopment agency and public body ("Agency"). RE CITALS- A. The City of Palm Springs, a California charter city ("City"), is the Master Lessee under Business Lease No. PSL 315 ("Original Lease"), which is on file with the Bureau of Indian Affairs ("BIA") at 901 E. Tahquitz Canyon Way, Suite C-101, Palm Springs, California, 92262, which lease affects certain land as more particularly described in the Original Lease ("Master Lease Property"). The Original Lease has been amended pursuant to. 1) Amendment No. 1 to PSL-315 approved by the BIA on October 13, 1995; 2) the First Amendment to Business Lease- 315, dated April 7, 2004, and approved by the BIA on May 26, 2004; and 3) the Second Amendment to Business Lease No. PSL-315, dated February 9, 2006, and approved by the BIA on February 9, 2006. The Original Lease as amended by the three amendments is referred to in this Agreement as the "Master Lease." B. The Original Lease provided for an initial term that would end on December 31, 2058- The Master Lease, pursuant to the terms of the Second Amendment, has been extended through December 31, 2083. C. The City and Seller entered into an Amended and Restated Sublease, dated February 9, 2006, where the City as the Master Lessee and sublandord subleased to Seller a portion of the Master Lease Property, specifically a 9.62 acre parcel of land ("Sublease Land") located at the southeast corner of Avenida Caballeros and Amado Road, in the City, as more particularly described in Exhibit A to this Agreement- D. The Seller desires to sell and assign to the Agency, and the Agency desires to acquire and accept all of Seller's right, title, and interest in the Sublease Land. E. Pursuant to Government Code Section 33391, the Agency is authorized to acquire property interests within the City of Palm Springs. The Agency anticipates funding its obligation to purchase Seller's interests through a public financing that would involve the sale of bonds. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows. TERMS AND CONDITIONS 1. PURCHASE AND SALE OF PROPERTY INTERESTS. Subject to all of the terms, conditions, and provisions of this Agreement, and for the consideration herein set forth, Seller hereby agrees to sell to Agency and Agency hereby agrees to purchase from Seller, all of the Seller's rights, titles, and interests, including without limitation Seller's sublease interests in the Sublease Land ("Sublease Interests"). Conveyance of the Sublease Interests from the Seller to the Agency and acceptance thereof by the Agency shall be by Assignment and Assumption of 1 sanzn7 i Sublease in the form attached hereto as Exhibit "B" (the "Assignment") and a quitclaim deed in the form attached hereto as Exhibit "E" (the "Quitclaim Deed"). 2. PAYMENT OF PURCHASE PRICE. a) Purchase Price. Agency agrees to purchase the Sublease Interests from Seller and Seller agrees to sell the Sublease Interests to Agency for a purchase price ("Purchase Price") of Seven Million, Eight Hundred and Four Thousand Dollars ($7,804,000.00) to be paid to Seller in cash, at Closing. At Closing, Agency shall receive a credit against the Purchase Price for the amount of the Deposit. b) Deposit. Within ten (10) business days of the execution of this Agreement by the Seller and the Agency, the Agency shall deposit in escrow with the Escrow Holder the sum of One Million Dollars ($1,000,000.00) ("Deposit") which sum shall be applied to the Purchase Price at Closing. The Deposit shall be held by Escrow Holder in insured, interest bearing accounts for the benefit of Seller until its release to Seller pursuant to the provisions of this Agreement. c) Costs of Sale. All costs of sale shall be borne equally between the parties; except that all costs and expenses of any kind associated with securing any necessary BIA approval of the sale and assignment of Seller's interest to the Agency shall be borne entirely by the Agency. Notwithstanding the foregoing, each party shall pay its own attorneys' fees. 3. CONTINGENCIES TO AGREEMENT. a) Agency Financing and Sale of Bonds. The Agency agrees to diligently proceed with a public financing and sale of bonds to fund, in part, the Agency's obligations under this Agreement. In the event the Agency is unable for any reason to market and/or secure the sale of bonds to fund in part the obligations under this Agreement at a interest rate of six percent (6%) or less, Agency may terminate this Agreement by providing written notice thereof to Seller prior to October 1, 2007. In the event Agency terminates the Agreement pursuant to this Section 3a of the Agreement, Escrow Holder shall pay Seven Hundred Fifty Thousand Dollars ($750,000) from the Deposit to the Seller and the remainder of the Deposit to Agency, and terminate the Escrow, Interest on the Deposit shall be split between the parties, with three- fourths paid to Seller and one-fourth paid to Agency. 4. NO WARRANTIES. 4.1 "AS-IS Sale. Except as set forth in this Agreement, Agency acknowledges that neither Seller nor any of its employees, agents or representatives has made any representations, warranties or agreements to or with Agency on behalf of the Seller as to any matters concerning the physical condition, the present use thereof, the merchantability, or the suitability of any intended use of the Subleased Land. Agency further acknowledges and agrees that (with the exception of the representations and warranties by Seller herein), the Sublease Interests are to be purchased, conveyed, assigned and accepted by Agency in its present"AS-IS" condition. 4.2 Changed Circumstances. If Seller becomes aware of any material fact or circumstance which would change or render incorrect, in whole or in part, any representation or warranty made by Seller under this Agreement, whether as of the date given or within six (6) months thereafter and whether or not such representation or warranty was based upon Seller's knowledge and/or belief as of a certain date, Seller will give immediate written notice of such 2 540207.1 changed material fact or circumstance to Agency. Agency shall have ten (10) days from the receipt of any notice by Seller of the material change of any representation or warranty made by Seller hereunder to terminate this Agreement by providing written notice to Seller, and receive return of its Purchase Price and any other sums paid to Seller under this Agreement. a) Non-foreign Status. Seller hereby represents and warrants that it is not a person or entity defined as a "foreign person" under the Internal Revenue Code and regulations promulgated thereunder. Seller shall execute a certification of non-foreign status if necessary. b) Nonrecourse Obligation. No officer, official, member, employee, agent, or representative or Agency or Seller shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action herein shall be personally enforced against any such officer, official, member, employee, agent, or representative. 5. ESCROW. a) Opening of Escrow. Seller shall cause an escrow to be opened to consummate the sale and assignment of the Sublease Interests pursuant to this Agreement at the office of Chicago Title Insurance Company ("Escrow Holder") at its office at 16969 Von Karman, Suite 200, Irvine, CA 92606, by delivering a fully executed copy of the Agreement to the Escrow Holder within ten (10) days of the date of execution of the Agreement. b) Close of Escrow. Unless otherwise extended by mutual agreement of the parties, in writing, escrow shall close not later than October 5, 2007 ("Closing"). c) Seller's Documents for Closing. Seller shall deposit or cause to be deposited into escrow with the Escrow Holder on or before the Closing Date, the following documents: 1. The duly executed and acknowledged Assignment conveying the Sublease Interests to Agency, subject only to the Conditions of Title. 2. The duly executed and acknowledged Quitclaim Deed. 3. Evidence reasonably satisfactory to Escrow Holder and Agency of Seller's authority to consummate the within transaction. 4. A certificate of non-foreign status in conventional Escrow Holder form. 5. Any other documents or instruments as are reasonably required to close the within transaction in accordance with the terms of this Agreement. 6. Seller's written escrow instructions to close escrow in accordance with the terms of this Agreement. d) Agency's Funds and Documents for Closing. Agency shall deposit or cause to be deposited into escrow with the Escrow Holder on or before the Closing Date, the following funds and documents: 1. Cash or other immediately available funds which, in addition to the Deposit are sufficient to pay the Purchase Price and Agency's share of the closing costs, prorations and other monies due from Agency at Closing (the "Agency's Funds"). 3 snozm i 2. Any other documents or instruments as are reasonably required to close the within transaction in accordance with the terms of this Agreement. 3. Any necessary consent by or approval of the BIA to the Assignment. 4. Agency's written escrow instructions to close escrow in accordance with the terms of this Agreement. 6. CLOSING AND TITLE. a) Escrow Holder shall close escrow on the Closing, if and only if, it is in a position to issue to Agency the title insurance described in Subparagraph b below and has received all of the documents and funds listed in Section 5 above. The Escrow Holder shall close escrow by (1) recording the Assignment; (ii) issuing the required title insurance to Agency; (in) delivering to Seller any funds remaining after payment of Seller's share of closing costs and adjustments for closing prorations as set forth herein; (iv) recording or filing any other instruments required to be so recorded or filed to close the within transaction in accordance with the terms hereof. b) Seller shall convey to Agency good and marketable title to the Sublease Interests, to be evidenced by an CLTA Coverage Owner's policy title insurance policy in the full amount of the Purchase Price (the "Policy"), issued by Escrow Holder, with such endorsements as reasonably requested by Agency, subject only to the Conditions of Title, which are: (i) real estate taxes which are a lien, but not yet delinquent; and (ii) Exceptions set forth in the Preliminary Title Report referred to in Subsection c below, which are not timely objected to by Agency. Seller shall pay for the Policy and the Agency shall pay for any endorsements. c) Within ten (10) days of the Effective Date, Seller (i) will deliver to Agency a current Preliminary Title Report for the Sublease Interests; and (ii) will cause Escrow Holder to deliver to Agency a copy of all documents evidencing matters which relate to the Preliminary Title Report. Within fourteen (14) days of receipt of all title documents, Agency shall given written notice to Seller of any matters set forth in the Preliminary Title Report which are objectionable to Agency. Failure to give such written notice shall waive all objections to the matters set forth in the Preliminary Title Report. d) If Agency objects to any title matters, Seller shall attempt, in good faith, to eliminate such matters. If Seller is unable or unwilling, within five (5) days of Agency's notice, to agree to eliminate such matters from record, then Agency has the sole option to determine whether (1) to accept the matter as a condition of title and waive its objection thereto, or, (2) to terminate the Agreement and to receive a refund of the Deposit, plus accrued interest, which refund shall be Agency's sole and exclusive remedy. Unless Agency rejects the disapproved matter in writing and terminates this Agreement on or before the tenth (101") day following the day on which Agency gave notice of title objection, it shall be deemed to have elected to accept the matter as a condition of title. e) In the event, that any new encumbrance against title burdens the Sublease Interests after the Effective Date and prior to the Closing, Seller shall endeavor to eliminate such encumbrance prior to the Closing; in the event that such encumbrance is not eliminated by Seller, then Agency has the sole option to be exercised within fifteen (15) days of Seller's notice of said encumbrance, to determine whether (1) to accept the encumbrance as a condition of title under the terms and conditions of this Agreement; or (2) to terminate the Agreement and to receive a refund of the Deposit, which refund shall be Agency's sole and exclusive monetary remedy; provided, that if the new encumbrance against title was caused by Seller, in addition to 4 5402071 the refund of the Deposit, Agency shall be entitled to recover as damages from Seller all out-of- pocket expenses incurred by Agency pursuant to the Agreement prior to the date of termination. Unless Agency gives timely notice of termination of the Agreement, it shall be deemed to have elected to accept the encumbrance as a condition of title. f) Possession. Upon Closing, Agency shall have immediate possession of the Sublease Interests free from any claims or rights of third parties. g) Prorations. There shall be prorated between Seller and Agency on the basis of thirty (30) day months as of 12:00 midnight on the date of the Closing, taxes levied or assessed against the Sublease Land. 7. CONDITIONS OF CLOSING. a) Agency. The only conditions to Agency's obligation to close escrow on the Closing are the following ("Agency's Conditions of Closing"),- 1. Seller's compliance with the requirements of Sections 5 and 6 of this Agreement. 2. Seller shall have performed all of its covenants set forth in this Agreement. 3. Agency's completion of a public financing and sale of bonds as provided in Section 3 of this Agreement. 4. The Escrow Holder shall be ready, willing and able to issue the Policy to Agency. 5. All warranties and representations of Seller set forth in Section 9 shall be true as of the Closing Date. 6. Receipt of consent or approval of the BIA to the Assignment. b) Seller. The only conditions to Seller's obligation to close escrow on the Closing Date are the following ("Seller's Conditions to Closing"): 1. Agency shall have complied with the requirements of Section 5 and 6 of this Agreement. 2. All warranties and representations of Agency set forth in Section 9 of this Agreement shall be true as of the Closing. 8. Failure of Closing Conditions. Should any Conditions of Closing set forth in section 7 not be satisfied or waived by the party to whose benefit said condition(s) run($), that party shall be entitled to terminate this Agreement by written notice delivered to the other on or before Closing. If Agency is entitled to terminate this Agreement due to failure of any of Agency's Conditions of Closing, it shall be entitled to recover the Deposit, its sole remedy for such breach. If all of Agency's Conditions of Closing are satisfied and/or waived at Closing, and this Agreement is terminated as a result of Agency's breach, Seller shall be entitled to retain and/or receive the full amount of the Deposit as liquidated damages, its sole remedy for such breach. Upon the occurrence of Closing, Agency and Seller shall be deemed to have fully and finally waived all Conditions of Closing. Notwithstanding such waiver, both parties shall be entitled to the full benefit of the representations and warranties described in Section 9 of this Agreement. 9, WARRANTIES AND REPRESENTATIONS. 5 sao:o�i a) Warranties and Representations by Seller. Seller hereby makes the following representations and warranties to Agency 1. To the best of Seller's actual knowledge without any duty of inquiry, there exist no title matters affecting the Sublease Land other than those shown on the existing title policy attached hereto as Exhibit C. 2. To Seller's actual knowledge, without any duty of inquiry, there are no hazardous or toxic wastes or materials in, on, under or about the Sublease Land, whether of soil, groundwater or otherwise, except as may be disclosed in the documents listed in Exhibit D hereto ("Seller's Documents")- 3- Seller hereby warrants that (A) Seller has the legal authority to enter into this Agreement and consummate the sale, transfer and assignment contemplated by it, and (8) the person or persons signatory to this Agreement and any document executed pursuant to it on behalf of Seller have full power and authority to bind Seller. 4. Seller is not a "foreign person" as defined in Internal Revenue Code Section 1445 and any related regulations. 5. To Seller's actual knowledge without any duty of inquiry, there exists no pending or threatened litigation affecting the Sublease Interests and, Seller has received no notice of, and has no actual knowledge of, any violations of any laws, rules, ordinances or regulations regarding the Sublease Interests, which would materially and adversely affect the Sublease Interests. 6. To Seller's actual knowledge, without any duty of inquiry, Seller's Documents contain no material error(s), omission(s) or misstatement(s). To Seller's actual knowledge, without any duty of inquiry, the Seller's Documents consist of all material documents relating to the condition of the Sublease Interests of which Seller has actual possession. 7. Except as expressly set forth in this Section 9, Seller specifically disclaims the making of any representations or warranties, express or implied, regarding the condition of the Sublease Land, including, without limitation, pest control matters, soil conditions, seismic conditions, hazardous materials, toxic substances or other environmental matters. Each of the foregoing representations and warranties shall be true on the date of execution of this Agreement and on the date of Closing. The truth of each such representation shall be a condition to Agency's obligation to consummate the transaction contemplated herein, and each such representation and warranty shall survive the Closing for one (1) year. 8. As soon as practicable after the execution of this Contract or immediately upon Seller's discovery thereof, if later, Seller shall advise Agency, in writing, of all material defects in the Sublease Land known to Seller, if any. b) Warranties and Representations by Agency. Agency hereby makes the following representations and warranties to Seller: 1. Agency has the legal capacity to enter into this Agreement and that those executing this Agreement have authority to do so on behalf of Agency. 6 $40),07 1 2. Agency accepts the Sublease Interests in their present condition without warranty or representation, express or implied, by Seller, except as expressly set forth in this Section 9 of the Agreement. 3. Agency accepts the disclaimer made by Seller in Section 9a, wherein Seller disclaims any representations or warranties, express or implied, except as expressly set forth in this Agreement, regarding the Sublease Land or matters affecting the Sublease Land, including, without limitation, pest control matters, soil conditions, seismic conditions, hazardous materials, toxic substances or other environmental matters. c) Damages for Breach of Warranties. Each of the foregoing representations and warranties shall be true on the date of execution of this Agreement and on the date of Closing. The truth of each such representations shall be a condition to Agency's and Seller's obligations to consummate the transaction contemplated herein, and each such representation and warranty shall survive the Closing for a period of one (1) year. Notwithstanding any other provisions of this Agreement; (i) Seller and Agency shall each be entitled to sue the other for damages for any breach of any warranty and representation set forth in Sections 5, 6, or 9; and (ii) the party making representations and warranties under Sections 5, 6, or 9, shall indemnify, defend, protect and hold the other party harmless from and against any liabilities, damages, costs, expenses, or claims arising from the failure of such representations and warranties to be true, correct and accurate on the date of this Agreement and on the Closing. Any obligations arising hereunder shall survive the Closing for a period of one (1) year. 10. MISCELLANEOUS. a) Successors. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives, transferees, successors and assigns. The obligations of Seller under this Agreement shall inure to the benefit of Agency, any purchaser of Agency, and their respective heirs, representatives, transferees, successors and assigns. b) Time of Essence. Time is of the essence in this Agreement and with respect to each covenant and condition hereof. Seller and Agency each specifically agrees to strictly comply with and perform its obligations herein in the time and manner specified and waives any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. c) Time Period Computations. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and California state or national holidays unless the reference is to business days, in which event such weekends and holidays shall be excluded in the computation of time and provide that if the last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or California state or national holiday, such act or notice shall be deemed to have been timely performed or given on the next succeeding day which is not a Saturday, Sunday or California state or national holiday. d) Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect al the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7 540207 1 e) No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. f) Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. g) SeverabilitV- If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. h) Merger of Prior Agreements and Understandings. This Agreement, and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. i) Execution in Counterpart. This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [Signatures on following page) 8 540207 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Property as of the date set forth above. "AGENCY" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic By. Chair ATTEST:- - �a06 I q e y ncy Secretary ©[v�2 °7��Dd� CL.oS� S'>✓�5 APPIRbVjffi AS TO FOR/,#,44 AgencVCounsel "SELLER" PS Venture Caballeros/Amado, LLC, a Delaware limited liability company By: California Development Enterprises, Inc., a California ration By: on . Shipka, Jr., President 9 EXHIBIT A LEGAL. DESCRIPTION OF SUBLEASE LAND THE REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, STATE OF CALIFORNIA, BEING A PORTION OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNADINO MERIDIAN (SBM), DESCRIBED AS FOLLOWS. PARCELI: BLOCKS 217 AND 218 PARCEL2: BEGINNING AT THE CENTER OF SAID SECTION 14, THENCE NORTH 00 08' 06" WEST A DISTANCE OF 658.29 FEET; THENCE NORTH 890 52' 51" EAST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89' 52' 51" EAST A DISTANCE OF 279.38 FEET; THENCE SOUTH 00 07' 46" EAST A DISTANCE OF 607.88 FEET; THENCE SOUTH 890 48, 37" WEST A DISTANCE OF 48.00 FEET; THENCE NORTH 0° 07' 46" WEST A DISTANCE OF 567.94 FEET; THENCE SOUTH 89' 52' 51" WEST A DISTANCE OF 211.37 FEET TO A POINT TANGENT TO ACURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHWESTERL Y ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57" AN ARC DISTANCE OF 31.42 FEET; THENCE NORTH 0° 08' 06" WEST A DISTANCE OF 60,01 FEET TO THE TRUE POINT OF BEGINNING. COMPRISING 0.89 ACRES MORE OR LESS. PARCELS 1 AND 2 ABOVE ARE ALSO KNOWN AND DESCRIBED AS FOLLOWS: PARCEL A (BLOCK 217): THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN,- EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES APPROVED BY THE U.S. BUREAU OF INDIAN AFFAIRS AND ADDED TO THE CITY OF PALM SPRINGS STREET SYSTEM MAY 25, 1960, BY CITY OF PALM SPRINGS RESOLUTION NO. 5855 AND ASSIGNED CITY DEED NO. 368, EXHIBIT A TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND 540107 1 PARCEL.B (BLOCK 218). THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; PARCEL C. PARCEL 2 OF PARCEL MAP NO. 23288, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 AND 40 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF- THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 14: THENCE NORTH 0° 08' 06" WEST, ALONG THE NORTH-SOUTH CENTERLINE OF SECTION 14, A DISTANCE OF 658.29 FEET; THENCE NORTH 890 51' 54" EAST, A DISTANCE OF 50.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF AVENIDA CABALLEROS AS DESCRIBED IN CITY DEED NO. 368 APPROVED BY THE CITY COUNCIL ON MAY 25, 1960 AS RESOLUTION NO. 5855. SAID POINT BEING THE TRUE POINT OF BEGINNING.; THENCE NORTH 890 52' 51" EAST, ALONG THE SOUTHERLY LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 279.38 FEET; THENCE SOUTH 0° 07' 46" EAST, ALONG THE EASTERLY LINE OF SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 40.00 FEET TO THE NORTHEAST CORNER OF PARCEL 2 OF PARCEL MAP NO. 23288 AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 THROUGH 40 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 890 52' 51" WEST, ALONG THE NORTHERLY BOUNDARY LINE OF SAID PARCEL MAP, A DISTANCE OF 259.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 20.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57", AN ARC LENGTH OF 31.42 FEET TO A POINT ON THE EASTERLY RIGHT-OF- WAY OF SAID AVENIDA CABALLEROS; THENCE NORTH 00 08' 06" WEST, ALONG SAID EASTERLY RIGHT-OF-WAY A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. EXHIBIT A TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND ,5d0207 1 EXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION OF SUBLEASE See Attached. EXHIBIT B TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND 540207 1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO. ASSIGNMENT AND ASSUMPTION OF SUBLEASE This Assignment and Assumption of Sublease ("Assignment") is made effective as of the day of June, 2007, by and between PS Venture Caballeros/Amado, LLC, a Delaware limited liability company ("Assignor"), and The Community Redevelopment Agency of City of Palm Springs, a California Redevelopment Agency and public body ("Assignee"). RECITALS A. The City of Palm Springs (the "City") is the lessee under Business Lease No. PSL 315, (the "Original Lease") which is on file with the Bureau of Indian Affairs ("BIA") at 901 E. Tahquitz Canyon Way, Suite C-101, Palm Springs, California, 92262, which lease affects certain real property being more particularly described in said lease (the "Master Lease Property"). The Original Lease was subsequently amended by. 1.) Amendment No-1 to PSL- 315 which was approved by the BIA on October 13, 1995; and 2.) First Amendment to Business Lease-315, dated April 7 2004 and effective May 26, 2004, recorded in the Official Records of the County on June 3, 2004, as Instrument no. 2004-0422989 and 3.) the Second Amendment to Business Lease No. PSL-315, dated February 9, 2006, and approved by the BIA on February 9, 2006 (jointly, the "Master Lease Amendments"). The Original Lease and the Master Lease Amendments are collectively referred to herein as the "Master Lease." B. The City subleased to SENCA a portion of the Master Lease Property, which sublease affects approximately 9.62 acre parcel of land located at the southeast corner of Avenida Caballeros and Amado Road, in the City of Palm Springs, California, as more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), pursuant to a Sublease dated September 28, 1989 (the "Original Sublease") which was approved by BIA as part of the August 24, 1989 Agreement to Assign and Assume Lease No. PSL-315. C. By Assignment and Assumption of Sublease Agreement dated October 29, 1993, approved by the Secretary of the BIA on November 18, 1993 and as recorded November 22, 1993 (Assignment #1), as Instrument No. 464786, of the Official Records of Riverside County, California ("Official Records"), SENCA transferred, assigned, and conveyed its interest in the Original Sublease to The Suitt Revocable Inter Vivos Trust. D. By Assignment and Assumption of Sublease of Agreement dated October 13, 1999, and approved by the Secretary of the BIA on December 1, 1999, as recorded December 18, 1999, as Instrument No. 1999-543812, of the Official Records, The Suitt Revocable Inter Vivos Trust assigned and the Block Revocable Inter Vivos Trust acquired an undivided 25% interest in and to the Original Sublease ("Assignment##2"). 1 540107.1 E. The Sublease was amended by that Amended and Restated Sublease effective the 9`" day of February, 2006, approved by the Secretary of the BIA on February 9, 2006, and recorded on February 15, 2006, as Instrument No. 2006-113855 , of the Official Records ("Amended and Restated Sublease"). F. By Assignment and Assumption of Sublease of Agreement dated February 9, 2006, and approved by the Secretary of the BIA on February 9, 2006, as recorded on February 15, 2006 as Instrument No. 2006-0113854 of the Official Records, Jacqueline Helen Suitt as Trustee of the Suitt Revocable Intervivos Trust and Arthur S. Block and Kathleen L. Block Revocable Inter Vivos Trust transferred, assigned, and conveyed its interest in the Amended and Restated Sublease to Assignor ("Assignment #3"). Assignment #1, Assignment #2, Assignment #3, the Original Sublease and the Amended and Restated Sublease are hereinafter referred collectively to as the "Sublease." G. Assignor and Assignee have entered into a Purchase and Sale Agreement ("the Purchase Agreement") dated effective June _, 2007, wherein Assignee agrees to purchase from Assignor all of Assignor's right, title, and interest in the Sublease. H. Assignor desires to assign and transfer the Sublease to Assignee, and Assignee desires to accept said assignment and transfer upon the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and in the Purchase Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed: 1. Assignment. Assignor hereby agrees to assign and transfer to Assignee any and all of Assignor's right, title, and interest in and to the Sublease. 2. Acceptance. Assignee hereby accepts the foregoing assignment and transfer and promises and agrees to pay all rent and to faithfully assume and perform all covelants, stipulations, agreements, and obligations under the Sublease accruing on and after the date hereof or otherwise attributable to the period commencing on said date and continuing thereafter, and Assignor shall be responsible for the period prior thereto. Assignee hereby acknowledges that this Agreement IS subject and subordinate to all the terms, covenants, and conditions in the Master Lease. 3. Performance Under Master Lease and Sublease. Assignee covenants and warrants that it received, read, and approved a fully executed copy of the Master Lease, as amended and the Sublease, as amended, it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions, and conditions of the Master Lease (to the extent applicable under the Sublease) and the Sublease, and further covenants to not take any action or do or perform any act or fail to perform any act that would result in the failure or breach of any of the covenants, agreements, terms, provisions, or conditions of the Master Lease or the Sublease on the part of the "Lessee" thereunder. Termination of the Master Lease shall not serve to cancel the Sublease, but shall operate as an assignment of the interest of the sublessor under the Sublease to the "Lessor" under the Master Lease in accordance with Article 21 thereof. 2 540207 1 4. No Representations. Each party to this Assignment acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreements, statement, or promise not contained in this Assignment shall be valid or binding. 5. Modifications. Any modification of this Assignment shall be effective only if it is in writing signed by the party or parties to be charged and approved by the Secretary of the BIA. 6. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed to be a duplicate original, but all of which together shall constitute one and the same instrument. 7. Severability- If any provision of this Assignment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 8. Governing Law. This Assignment shall be "governed by and construed according to Federal Law or otherwise, the laws of the State of California and shall be deemed to have been executed in Palm Springs, California, for purposes of jurisdiction and venue in any action or proceeding to interpret or enforce its terms or provisions, irrespective of actual location of its execution. 9. Binding Effect. All of the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by each party hereto and their respective successors, executors, administrators or heirs, and all persons claiming by and through them. 10. Attorneys' Fees. In the event that any party hereto brings an action or proceeding for a declaration of the rights of the parties under this Assignment for injunctive relief, for an alleged breach or default of, or any other action arising out of this Assignment or the transactions contemplated hereby, or in the event any party is in default of its obligations pursuant hereto, whether or not suit is filed or prosecuted to final judgment, the non-defaulting party (or in the event of litigation, prevailing party) shall be entitled to reasonable attorneys'fees, in addition to any court costs incurred and in addition to any other damages or relief awarded. (Signature Page follows) 3 5402071 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed and effective as of the day and year first above written. ASSIGNEE: ASSIGNOR: THE COMMUNITY REDEVELOPMENT PS VENTURE CABALLEROS/AMADO, AGENCY OF CITY OF PALM SPRINGS, a LLC, a Delaware limited liability company public body, corporate and politic By: California Development Enterprises Inc., a California corporation By. Its. Manager Chair By: Its. President ATTEST: Agency Secretary APPROVED AS TO FORM: Agency Counsel STATE OF CALIFORNIA ) ss COUNTY OF RIVERSIDE ) On 2007, before me, the undersigned notary public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 4 540207 1 STATE OF CALIFORNIA ) ) ss COUNTY OF RIVERSIDE ) On June _, 2007, before me, the undersigned notary public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC STATE OF ILLINOIS ) ss COUNTY OF COOK ) On 2007, before me, the undersigned notary public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC 5 540207 1 CONSENT OF SUBLESSOR The undersigned is an authorized signatory for the Sublessor in the Sublease described in the foregoing Assignment and hereby consents to the assignment of an undivided interest in the Sublease from PS Venture Caballeros/Amado, LLC, a Delaware limited liability company to the Community Redevelopment Agency of City of Palm Springs, a California Redevelopment Agency and public body. Sublessor agrees to release, waive, and forever discharge Assignor from and against any claims, obligations, and liabilities under the Sublease arising at any time after the effective date of the Assignment. This release shall not, and is not intended to, affect or otherwise release Assignor from any of Assignor's obligations, covenants, or liabilities which accrued under the Sublease at any time prior to the effective date of the assignment, including, without limitation, the obligation to pay rent. Further, this release is not intended to release or otherwise affect Assignee's obligations under the Sublease after the effective date of this Assignment. DATED: 2007 THE CITY OF PALM SPRINGS a municipal corporation By: David Ready, City Manager, City of Palm Springs ATTEST: By: James Thompson, City Clerk City of Palm Springs APPROVED AS TO FORM: By: Douglas Holland, City Attorney City of Palm Springs 6 540207.1 EXHIBIT A LEGAL DESCRIPTION OF SUBLEASE PROPERTY THE REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, STATE OF CALIFORNIA, BEING A PORTION OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNADINO MERIDIAN (SBM), DESCRIBED AS FOLLOWS: PARCEL1: BLOCKS 217 AND 218 PARCEL 2: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 00 08' 06" WEST A DISTANCE OF 658.29 FEET; THENCE NORTH 89' 52' 51" EAST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 890 52' 51" EAST A DISTANCE OF 279.38 FEET; THENCE SOUTH 00 07' 46" EAST A DISTANCE OF 607.88 FEET; THENCE SOUTH 89' 48' 37" WEST A DISTANCE OF 48.00 FEET; THENCE NORTH 0° 07' 46" WEST A DISTANCE OF 567.94 FEET; THENCE SOUTH 890 52' 51" WEST A DISTANCE OF 211.37 FEET TO A POINT TANGENT TO ACURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHWESTERL Y ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57" AN ARC DISTANCE OF 31.42 FEET; THENCE NORTH 0° 08' 06" WEST A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. COMPRISING 0.89 ACRES MORE OR LESS. PARCELS 1 AND 2 ABOVE ARE ALSO KNOWN AND DESCRIBED AS FOLLOWS: PARCEL A (BLOCK 217): THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 25, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES APPROVED BY THE U.S. BUREAU OF INDIAN AFFAIRS AND ADDED TO THE CITY OF PALM SPRINGS STREET SYSTEM MAY 25, 1960, BY CITY OF PALM SPRINGS RESOLUTION NO. 5855 AND ASSIGNED CITY DEED NO. 368. 7 W207,1 PARCEL.B (BLOCK 218). THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; PARCEL C: PARCEL 2 OF PARCEL. MAP NO- 23288, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 AND 40 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF- THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 0° 08' 06" WEST, ALONG THE NORTH-SOUTH CENTERLINE OF SECTION 14, A DISTANCE OF 658.29 FEET; THENCE NORTH 890 51' 54" EAST, A DISTANCE OF 50,00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF AVENIDA CABALLEROS AS DESCRIBED IN CITY DEED NO. 368 APPROVED BY THE CITY COUNCIL ON MAY 25, 1960 AS RESOLUTION NO. 5855. SAID POINT BEING THE. TRUE POINT OF BEGINNING.; THENCE NORTH 89' 52' 51" EAST, ALONG THE SOUTHERLY LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 279-38 FEET; THENCE SOUTH 00 07' 46" EAST, ALONG THE EASTERLY LINE OF SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 40.00 FEET TO THE NORTHEAST CORNER OF PARCEL 2 OF PARCEL MAP NO. 23288 AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 THROUGH 40 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, THENCE SOUTH 89° 52' 51" WEST, ALONG THE NORTHERLY BOUNDARY LINE OF SAID PARCEL MAP, A DISTANCE OF 259.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 20.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57", AN ARC LENGTH OF 31.42 FEET TO A POINT ON THE EASTERLY RIGHT-OF- WAY OF SAID AVENIDA CABALLEROS; THENCE NORTH 00 08' 06" WEST, ALONG SAID EASTERLY RIGHT-OF-WAY A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. 8 540207.1 EXHIBIT C EXISTING TITLE POLICY EXHIBIT C TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND 540207.1 Order No.:43 80378 1-M07 POLICY OF TITLE INSURANCE SCHEDULE A 1, NAME OF INSURED: PS VENTURE CABALLEROS/AMADA,LLC 2. THE,ESTATE OR INTEREST IN THE LAND WHICH IS COVERED BY THIS POLICY IS: A SUBLEASEHOLD ESTATE CREATED BY THAT CERTAIN SUBLEASE EXECUTED BY THE CITY OF PALM SPRINGS, A MUNICIPAL,CORPORATION, SUBLESSOR AND SENCA PALM SPRINGS, INC., A CALIFORNIA CORPORATION, SUBLESSEE, UPON ANI] SUBJECT TO ALL OF TIE PROVISIONS TIIEREIN CONTAINED, AS DISCLOSED BY SAID SUBLEASE, DATED SEPTEMBER 28, 1989, RECORDED MAY 15, 1990 AS INSTRUMENT NO. 90-177275 OF OFFICIAL RECORDS OF RIVERSIDE. COUNTY, CALIFORNIA. SAID LEASE WAS AMENDED BY AN INSTRUMENT RECORDED NOVEMBER 22, 1993 AS INSTRUMENT NO.93-464785,OFFICIAL RECORDS. THE INTEREST OF TIIE SUBLESSEE WAS ASSIGNED 'TO NOAH THOMAS SUITT, JR. AND JACQUELINE HELEN SUITT, AS TRUSTEES OF THE SUITT REVOCABLE INTER VTVOS TRUST, UDT OCTOBER 19, I990 BY ASSIGNMENT AND ASSUMPTION AGREEMENT RECORDED NOVEMBER 22, 1993 AS INSTRUMENT NO. 93-464786 OFFICIAL RECORDS. A 25% INTEREST IN THE SUBLESSEE'S INTEREST WAS ASSIGNED TO ARTHUR S. BLOCK AND KATHLEEN L. BLOCK, AS TRUSTEES OF TTIE ARTHUR S. BLOCK AND KATHLEEN L. BLOCK REVOCABLE INTER VTVOS TRUST DATED AUGUST 10, 1994 BY AN ASSIGNMENT AND ASSUMPTION AGREEMENT RECORDED DECEMBER 16, 1999 AS INSTRUMENT NO-92-543812,,OFFICIAL RECORDS. ASSIGNMENT OF THE LESSEE'S INTEREST IN SAID LEASE, ASSIGNEE: PS VENTURE CABALLEROS/AMADA LLC RECORDED: JANUARY �, 2006 AS INSTRUMENT NO. OF OFFICIAL RECORDS 3. TI-J'LE TO THE ESTATE OR INTEREST LN THE LAND IS VESTED IN: PS VENTURE CABALLEROS/AMADA, LLC ALTA Ommets Pohcv 1 pH7-97) Pare 2 Order No.:43803781-M07 SCHEDULE A (continued) 4. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED ON THE. ATTACHED EXHIBIT. EXI-FIBIT A PARCEL 1: BLOCKS 217 AND 218 PARCEL1 BEGINNING AT THE CENTER OF SAID SECTION 14;THENCE NORTH 0 087 06"WEST A DISTANCE OF 658,29 FEET;THENCE NORTI 18952' 51"EAST"50.00 FEET"TO THE TRUE POINT OF BEG INN INGi 'riiENCE NORTH 8952' 51"BAST A DISTANCE OF 279.38 FEET: THENCE SOUTH 0'07' 46"EAS'1 A DISTANCE OF 607,88 FEET;THENCE SOUTH 8948' 37"WEST A DISTANCE OF 48,00 FEET;THENCE NORTH 007'46"WEST A DISTANCE OF 567,94 FEET: T'1IENCE SOLTTI l 8952' 51"WEST A DISTANCE OF 211.37 FEET TO A POINT TANGENT TO A CURVE CONCAVF.T'O THE SOUTHEAST AND HAVING A RADIUS OF 20-00 FEET;THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9(7 00' 57"AN ARC DiST:INCE OF 31.42 FEET: THENCE NORTI1008' 06"WEST A DISTANCE OF 60.01 FEET 'TO T'HE TRUE POINT OF BEGINNING. COMPRISING 0,89 ACRES MORE OR LESS, PARCELS 1 AND 2 ABOVE ARE ALSO KNOWN AND DESCIUBFI) AS I'OLLOWS: PARCEL A(BLOCK 217): THE WEST II,ALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXC1iPT1NG THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO, 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,CALIFORNIA; ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE, CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES APPROVED BY THE U.S. BUREAU OF INDIAN AFFAIRS AND ADDED TO THE CITY OF PALS SPRINGS STREET SYSTEM MAY 25, 1960, BY CITY OF PALM SPRINGS RESOLUTION NO- 5855 AND ASSIGNED CITY DEED NO, 368- AL'I'A Dwnnr's PuLcv (IIl-17-421 Page 3 Order No.;43N3 7814407 SCHEDULE B PARCIEL B(BLOCK 218): THE EAST HALF OF THE NORTHWEST QUARTFR OF THE SOUTIIWEST QUARTER OF T14E NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED I'EBRUARY 26, 1969 AS INSTRUMENT NO.69-18910 OF OFFICIAL RECORDS 01"RIVERSIDE COUNTY,CALIFORNIA; PARCEL C: PARCEL 2 OF PARCEL MAP NO.23288,IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILL IN BOOK 16L PAGES 39 AND 40 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF TILE SOUTHWEST QUARTER OF THE NORTHEAST QUAR F.R OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 CAST, SAN BERN.ARDNO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 00 06' 06" WEST, ALONG THE NORTH-SOUTH CENTERLINE OF SECTION 14, A DISTANCE OF 658.29 FEE'I; THENCE NORTH 89° 51, 54" EAST, A DISTANCE OF 50,00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF AVENIDA CABALLEROS AS DESCRIBED N RIGHT-OF-WAY DOCUMENT NO. 368, SAID POINT BEING THE TRUE POINT OF BEGINNING.; THENCE NORTH 890 52' 51" EAST, ALONG THE SOUTHERLY LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUT14WF,ST QUARTER OF THE NORTHEAST QUARTER Of' SAID SECTION, A DISTANCE OF 279-38 FEET, THFNCE SOUTH 0° 07- 46" EAST, ALONG THE EASTERLY lJNE OF SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 40.00 FEET TO THE NORTHEAST CORNER OF PARCEL 2 OF PARCEL MAP NO. 23288 AS SHOWN BY MAP ON FILE IN BOOK 161. PAGES, 3r9,T-IRQ>JCj,Gi„_4Q OF MAPS. RECORDS OF RIVERSIDE COUNTY, CALIFORNIA: THENCE SOUTH 89' 52' 51" WEST, ALONG THE NORII IERLY BOUNDARY LNE OF SAID PARCEL.MAP. A DISTANCE OF 259.37 FEET TO THE BEGINNING OF A TANGLN'I' CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 20,00 FEET: 'NI ENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90° 00' 57", AN ARC LENGTH OF 31,42 FEET TO A POINT ON THL EASTL'�RLY RIGHT-OF-WAY OF SAID AVENIDA CABALLEROS; TFIENCF NORTH 0° 08' 06" WEST, ALONG SAID EASTERLY RIG]IT-OF-WAY A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING, ALTA OHTC1s Pnhq' i 11)•17-92) Pago 4 Order Nv.:43803781-M07 SCHEDULE B EXCEPTIONS FROM COVERAGE TEAS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (ANT)TFIF. COMPANY WILL NOT PAY COSTS,AI`I'ORNEYS'FEES OR EXPENSES)WHICH ARISE BY REASON OF: A. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITII TAXES,TO BE LEVIED FOR TIFF. FISCAL YEAR 2006-2007 THAT ARI:A LIEN NOT YET PAYABLE. B- SAID LAND IS SHOWN AS L'XEMPT ON THE RIVERSIDE COUNTY TAX ROLL FOR TILE FISCAL YEAR 2005-2006 ASSESSORS PARCEI.NO.: 508-070-038-3 C. SAID LAND IS SHOWN AS EXEMPT ON THE RIVERSIDE.COUNTY TAX ROLL FOR THE FISCAL YEAR 2005-2006 ASSESSORS PARCEI,NO.: 508-070-034-9 D. PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY TAXES AND ANY ASSESSMENTS COI-I_ECTED WITH TAXES, FOR THE FISCAL,YEAR 2005 -2006 1s' INSTALLMENT: $4,136.96(PAID) 2NDINSTALLMENT: $4,136.96 PENALTY AND COST: $433,09 (DUE.AFTER APRIL 10) HOMEOWNERS EXEMPTION: $NONE CODE AREA: 011.052 ASSESSORS PARCEL NO.: 009-613-660-3 E. THE LIEN OF SUPPLEMENTAL. OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IF ANY, MADE PURSUANT T"0 THE PROVISIONS OF PART 0.5, CHAPITER 3.5 OR PART 2, CHAPTER 3,ARTICLES 3 AND 4 RESPECHVC LY (COMMENCING WITH SECTION 75)OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A RESULT OF THE TRANSFER OF TITLE TO THE VESTEE NAMED IN SCHEDULE A: OR AS A RESULT OF CHANGES IN OWNERSHIP OR NEW CONSTRUCTION OC..CURRING PRIOR TO DATE OF POLICY. �/I. AN EASE MFNT IN FAVOR OF THE PUBLIC OVER DESCk1IILD PROPC RTY INCLUDED W17IIIN PUBLIC ROAX75.OfiTION OF THE HEREIN 2, EASEMENT OF I?LECIRIC DISTRIBUTION LINE RIGHT-OF-WAY APPROVED SEP`I'LMBER 17, 1951 FOR A PERIOD OF 50 YEARS FROM MARCH 9- 1948, IN ACCORDANCE WITH THE PROVISIONS OF THE ACT OF MARCH 4, 1911 (36 STAT. 1253) IN FAVOR OF CALIFORNIA ELECTRIC POWER COMPANY, AS MORE PARTICULARLY DESCRIBED IN DOCUMENT ON FILE IN THE OFFICE OF THE BUREAU OF INDIAN AFFAIRS, NO. 37954-47. M-TA O%MeS Polw�' U0•17.92) pkw 5 Order No.:Q903781-M07 SCHEDULE B (continued) AFFECTS PARCELS A,C AND D 3. A.N EASEMENT FOR THE HEREINAFTER SPECIFIC PURPOSE AND INCIDENTAL PURPOSES, AS SHOWN BY MAP IiN"I'TI"LED "SUPPLEMENTAL PLAT OF SECTION 14", DATED APRIL 21, 1955 AS DISCLOSED TO TI-11S COMPANY BY THE BUREAU OF INDIAN AFFAIRS- SAID EASEMENT IS FOR ALLEYS AND STREETS. 4. TI IE EFFECT OF A TRUST PATENT DATED FEBRUARY 24, 1949 IN FAVOR OF RICIIARD BROWN ARENAS, AN INDIAN OF TIIE AQUA CALIENTE RESERVATION, RECORDED APRB. 14, 1949 IN I300K 1068. 13AGE 172 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. A DOCUMENT RECORDED FEBRUARY 1, 1982 AS INSTRUMENT NO. S2LL8531 OP OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA,COVERING BLOCK 232 AND OTHER PROPERTY,IN FAVOR OF RICHARD BROWN ARENAS, AN INDIAN OF THE:AQUA CALIENTE RESERVATION,PURPORTS-1.0 BE A TRUST PATENT" 1SSUED IN LIEU OF PATENT NO. 1124784, DATED FEBRUARY 24, 1949. INSTRUMENTS RECORDED IULY 31, 1979 AS INSTRUMENT NO. 79-159990 AND NO.79-159991, NOVEMBER 18, 1981 AS INSTRUMENT Nq_ 81-215520, MARCH 9. 1983 AS 1NST-Rumi;NT N0.83.4}146 AND FEBRUARY 28, 1984 AS INSTRUMENT NO- 84-440299, ALL OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND TIIE RECORDS OF THE BUREAU OF INDIAN AFFAIRS, DISCLOSE THAT SAID RICHARD BROWN ARENAS 1S NOW DFCl ASED AND THAT THE INTEREST OF SAID PARTY NOW VESTS IN GERMAINE PICO ARENAS AS 1-0 THE PORTION OF SAID LAND LYING IN THE SOUTFI HALF OF THE HE WEST HALF OF SOUTHWEST QUARTER OF SOUT HWES,r QUARTER OF SOUI'11WEST QUARTER OF NORTHERS'I'QUARTER OF SAID SECTION 14 AND IN CHRISTINE SHORES LUKER, AS TO THE PORTION OF SAID LAND LYING IN THE NORTH 14ALF OF THE WEST HALF OF SOUTHWEST QUAR:mR OF SOUTHWEST QUARTER OF NORTHEAST QUARTER OF SAID SECTION 14. 5- AN EASEMENT OVER SAID LAND AND OTHER PROPERTY FOR WATER PIPES, MAINS AND INCIDENTAL PURPOSES, IN FAVOR OF PALM SPRINGS WATER COMPANY, A CORPORATION, AS PROVIDED IN "APPLICATION FOR PIPELINE RIGHT-OF-WAY IN RIVERSIDE COUNTY(PALM SPRINGS DISTRICT)ACROSS LANDS OF AGUA CALIENTE INDIAN RESERVATION", A COPY OF WHICH WAS RECORDED MAY 17, 1955 IN BOOK 1709, PAGE 158 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SAID LINES ARE LOCATED IN ALL STREETS INCLUDING PORTION OF ANDREAS ROAD AND CALLE ALVARADO AS VACATED. 6. THE EFFECT OF A TRUST PATENT DATED AUGUST' 3, 1951 IN FAVOR OF NANCY MARIES BOW, AN INDIAN OF THE AGUA CALIENTE RESERVATION, RECORDED FEBRUARY 18. 1958 IN BOOK 2224�PAGE 521 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,CALIFORNIA. 7. THE EFFECT OF A TRUST PATENT DATED TUNE 17, 1955 IN FAVOR OF CLARICE BOW, AN INDIAN OF THE AGUA CALIENTE RESERVATION RECORDED FEBRUARY 18, 1958 IN BOOK 2224. PAGE 526 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA- AUTA Owner Po11C7 (10-17-92) Page 6 irdcr N o.:4 3803781-M07 SCHEDULE B (cnntinucd) 8. COVI-'NANI'S, CONDITIONS AND RFST-RICTIONS AS CONTAINED IN THAT CERTAIN GROUND LEASE EXECUTED BY THE UNITED STATES DEPARTMENT OF THE INTERIOR, BUREAU OF INDIAN AFFAIRS, LESSOR, AND SENCA PALM SPRINGS, INC., A CALIFORNIA CORPORATION, LESSEE, FOR A TERM OF 74 YEARS, UPON AND SUBJEECI' T'C) ALL OF THE' PROVISIONS 1'H1REIN CONTAINED, AS DISCLOSED BY SAID GROUND LEASE, DATED DECEMBER 31, 1984 RECORDED DEC:EMBER 30, 19S5 AS INSTRUMENT NO. 85-293741 OF OFFICIAL RECORDS OF RIVERSIDE COUN`I*Y, CALIFORNIA. LESSEE'S INTEREST IN SAID GROUND LEASE WAS ASSIGNED TO THE CITY OF PALM SPRINGS, A MUNICIPAL CORPORATION 13Y AN ASSIGNMENT' RECORDED OC:TOBER 24, 1989 AS INSTRUMENT NO. 89.369207 AND RE-RECORDED DECT'.MBER 8, 1989 AS INSTRUMENT NO. 89-430011, BOTII Or OFI-ICIAL RECORDS OF RIVERSIDE COUNTY, CALWORNIA. AN AGREEMENT TO Mo DI17Y CERTAIN PROVISIONS OF SAID LEASE, AS SET FORTH IN THE DOCUMENT RECORDED: JUNE 3,2004 AS INSTRUMENT NO 04-422989 REFERENCE IS HEREBY MADE TO SAID DOCUMEN-I-FOR FULL PARTICULARS, 9. AN EASEMF,NT FOR THE HEREINAFTER SPECIFIC PURPOSE•. AND INCIDENTAL PURPOSES,IN FAVOR OF THE CITY OF PALM SPRINGS, A MUNICIPAL,CORPORATION, 1N INSTRUMENT RECORDED APRIL 18, 1989 AS 1NSTRUMGNT N0. 89-121080 OF OFFICIAL. RECORDS OF RIVERSIDE COUNTY, CALIFORNIA- SAID EASEMFTIT IS FOR SIDEWALK AND UTILITY AND THE RIGHT TO MAINTAIN TIIE IMPROVEMENTS. AFFECTS PARCEL C 10- COVENANT'S. CONDITIONS AND RESTRIC-PEONS AS CONTAINED IN THAT CERTAIN SUBLEASE EXECUTED BY THE- CITY OF PALM SPRINGS, A MUNICIPAL CORPORATION, SUBLESSOR. AND SENCA PALM SPRINGS, INC., A CALIFORNIA CORPORATION. SUBLESSEE, UPON AND SUBJECT' TO ALL OF THE PROVISIONS 'ITTEREIN CONTAINED,AS DISCLOSED BY SAID GROUND LEASE, DATED SEPTEMBER 28, 1989 RECORDED MAY 15, 1990 AS INSTRUMENT NO. 90-177275 OF ON"ICIAL RECORDS OF RIVERSIDE COUNTY,CALIFORNIA. 11. THE EFFECT' OF A NOTICE OF EXISTENCE OF THE WIITI'EWA-I'ER WATERSHED BENEI'IT ASSESSMENT DISTRICT WHICH PROVIDES FOR THE ISSUING OF BONDS AND "THE LEVYING OF A SPECIAL TAX TO PAY THP INTEREST AND PRINCIPAL. PAYMENT$ ON SUCH BONDS UPON'THE HEREIN DESCRIBED PROPERTY,RECORDED JUNE 10, 1991 AS INSTRUMENT NO. 91-193750 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,CALIFORNIA. REFERENCI:IS IIM;BY MADE TO SAID DOCUMENT FOR FULL. PARTICULARS. ALTA 0%n es Pohcy i 10-07.92) Page 7 Order No.:43803781-M07 SCHED► LE B (continued) 12. A DOCUMENT SUBJECT TO ALL. THE TER1v1S, PROVISIONS AND CONDITIONS THEREIN CONTAINED- ENTITLED: MEMORANDUM 01' AGREEMENT OF PURCHASE AND SALE OF SUBLEASE RECORDED: DECEMBER 7, 2003 AS INSTRUMENT NO. 05-1010067, OFFICIAL.RECORDS REFERENCE IS HEREBY MADE.TO SAID DOCUMENT 17OR FULL PARTICULARS. 13. ANY FACTS, RIGHTS, INTEPEST'S, OR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF THE FOLLOWING FACTS DISCLOSED BY "ALT.-VACSM LAND TITLE SURVEY," WORK NO. 05-192, DATED DECEMBER 9, 2005 PREPARED BY JOHN L. SANBORN ARCHITECTURE CIVIL ENGINEERING LAND SURVEYING. INC.: (A) THE MEASURED DIMENSION OF TI-IE WESTERLY BOUNDARY LINE OF PARCEL D OF SUBJECT PROPERTY IS NOT SIIOWN. (B) A FENCE ON PARCELS A AND B EXTENDS NORTHERLY ONTO AMADO ROAD. (C) THE FACT THAT TTIE FOLLOWING MATTERS SAT FORTH IN THE —MINIMUM STANDARD DETAIL REQULRIlMI NTS FOR ALTA/ACSM LAN'I) TITLE SURVEYS" JOINTLY ESTABLISBET) AND ADOPTED BY ALTA, AGSM, AND NSPS IN 1999• HAVE NOT BEEN ADDRESSED OR COMPI.TF,D WITH BY THE SURVEY IN ITS PRESENT FORM. THE NUMBERS IN PARENTHESES REFER TO THE SPECIFIC STANDARD IN THE REQUIREMENPS. NOTE; TIILRE IS NO SURVEYOR'S SIGNATURE OR OFFICIAL WET SEAL SHOWN. 14. A DEED OF TRUST TO SECURE AN INDEBTEDNESS IN THE AMOUNT SHOWN BELOW, AND ANY OTHER OBLIGATIONS SECURED T14EREBY AMOUNT: $3,500,000.00 DATED: PROFORMA TRUSTOR: PS VENTURE CABALLEROS/AMADA LLC TRUSTEE: PROFORMA BENEFICIARY: NEW CENTURY BANK RECORDED: JANUARY ' 2006 AS INSTRUMENT NO. _ OF OFFICIAL.RECORDS. END OF SCHEDULE B ncrnnmrsPs"y no•i;•rz� Page Y Chicago Title insurance Company ENDORSEMENT Attached to Policy No.: 43803781-M07 Issued by CHICAGO TITLE INSURANCE COMPANY TFIE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS OR DAMAGE SUSTAINED IN THE EVENT THAT,AT DATE OF POLICY: I. ACCORDING TO APPLICABLE ZONING ORDINANCES AND AMENDMENTS THERETO, "IIIE,LAND IS NOT CLASSIFMI)ZONE TO BE DFTF,RNIINED. 2. THL FOLLOWING USE OR USES ARE NOT ALLOWED UNDER TIIAT CLASSIFICATION: THOSE PERMITTED USES ASSET FORTH IN THE ZONING ORDINANCE ON FILE WITIT THE CITY OF PALAI SPRINGS THERE SHALL LIE NO LIABILFrY UNDER THIS ENDORSEMENT BASED ON: (A) LACK OF COMPLIANCE WITII ANY CONDITIONS, RESTRICTIONS OR REQUIREMENTS CONTAINED IN THE ZONING ORDINANCES AND AMENDMENTS THERETO MENTIONED ABOVE, INCLUDING BUT NO'I LIhIITED TO THE FAILURE TO SECURE NECESSARY CONSENT'S OR AUTHORIZATIONS AS A PREREQUISITE TO THE USE OR USES. (B) TTIE INVALIDITY OF THE ORDINANCES AND AMENDMENT'S TT-IERETO MENI-IONLI) ABOVE UNTIL AFTF•,R A FINAL DECREE OF A COURT OF COMPETENT JURISDICTION ADJUDICATING THE INVALIDITY, THE EFFECT OF WHICH 1S TO PROHIBIT TILE USE OR USES. (C) THE REFUSAL, OF ANY PERSON TO PURCIIASE, LEASE OR LEND MONEY ON T IM.ESTATE OR INTEREST COVERED BY THIS POLICY. THIS ENDORSEMENT IS MADE. A PART OF TIII: POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERB'I'O. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE. OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. ALT.A ENOORSEAIF.NTFORN13(Rev, 10-17.98) ('LTA FNDORSEM ENT FORM I�3 1 IFo. I(1.17.98) (7"unin r•unimramd Und) Pace 9 FolicyNo. 43803791-N107 ENDORSEMENT (continued) DATED: CLOSING DAT) CHICAGO TCCLE TNSURANCE COMPANY Authorized Signatory ALTA FN 3ORSEMFNT FORM 3 Mm 10.17.90 CL7"A ENDORSEMENTFORM 1�3.1(Rev.10-17-98) ALTA-OI"IICr or Linder (Zoning-Unimproved Land) psno 10 Chicago Title Insurance Company ENDORSEMENT Attached to Policy No.: 43803781:NI07 Issued by CIIICAGO TITLE INSURANCE COMPANY ,1,14E COMPANY HEREBY INSURZ S THE INSURED AGAINST LOSS OR DAIMAGE WHICH113E INSURED SHALL, SUSTAIN BY REASON OF TIIE FAILURE OF THE LAND TO BE THE SAME AS TI3AT DELINEATED ON THE PLAT OF A SURVEY MADE BY SANBORN ARCHITECTURE- CIVIL ENGINEIERING ON DECEMBER 9, 2005, DESIGNATED JOB NO,05-192, A COPY OF WHICH IS ON FILE IN TIIIS OFFICE. THIS ENDORSEMENT 1S MADE A PART OF TITE POLICY AND IS SUBJECT TO ALL OF Tl-I$ TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS TI-IERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, If NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF- DATED: CLOSING DATTE CHIC:AGO TITLE INSURANCE•.COMPANY By: Authorized Sipatory Cl:r4 ENDORSFMr Tr FORM 116 1 f n',(r14-96) ALTA or(9:fA-Owner or tMIdur fsun cy) Pagc 11 Chicago Title Insurance Company ENDORSEMENT Attached to Policy No.: 43803781-M07 Issued by CNICCAGO TITLE INSURANCE COMPANY 'ri-m COMPANY HEREBY INSURES THE INSURED AGAINST LOSS OR DAMAGE WIIICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE. OF THE LAND TO ABUT UPON A PHYSICALLY OPEN STREET KNOWN AS TAI-IQUITZ.DRIVE. THIS (ENDORSEMENT IS MADE' A PART OF THE POLICY AND IS SUBJECT TO ALL OF TTIE TI':RMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF TIIE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS. NOR DOES IT EXTEND TIIE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENT'S, NOR DOES IT INCREASE THE FACE AMOUNT'T1,1EREOF. DATED: CLOSING DATE CHIC.AGO TITLE INSURANCE COMPANY By: _ Authorized Signatory C'LTA ENDORSEMENT FORM W3,7)Rtti',6-14-96) A LTA Or('LTA-Ow Lv nr Lodu ❑.md Abut,Slrcvl) Pate 12 Chicago Title Insurance Company ENDORSEMENT Attached to Policy No.: 43803781-A907 Issued by CHICAGO TITLE INSURANCE COMPANY THE COMPANY INSURES'111L INSURED AGAINST LOSS OR DAMAGE•.WHICH'IT11; INSURED SHALL SUSTAIN BY REASON OF TILL, FAILURE OF THE LAND DESCRIBED IN SCHEDULE A TO BE IDENTIFIED AS TAX ASSESSOR'S PARCEL NUMBER(S): 508-070-03 S-1 503-070-034-9&009-613-660-3 SAID TAX ASSESSOR PARCEL NUMBER(S) IS/ARE PERTINENT TO THE AFORESAID LAND ONLY AND IS/ARF.NOT PERTINENT TO ANY ADDITIONAL LAND, TIIE COMPANY FURTHER ASSURES TI-IF:INSURED THAT THERE ARE NO ADDITIONAL TAX ASSESSOR NUMBERS PL•,RTTNENT TO THE LAND DESCRIBED IN SCHEDULE A. THIS ENDORSEMENT IS MADE A PART OF TIIE POLICY AND IS SUBJECT TO ALI. OF THE TERMS AND PROVISIONS THEREOF ANT) OF ANY PRIOR ENDORSEMENTS TIIERL•TO. EXCEPT TO THE FXTFNT EXPRESSLY STATED. IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE E-TECTIVF. DATE OF THE POLICY AND ANY PRIOR ENDORSEMENT_, NOR DOES IT INCREASE THE FACE AMOUNI'THEREOF. DATED: CLOSING DATE C:HICAGO TITIA, INSURANCE COMPANY By: Authorized Sit-nazory C-r1ENDORSEPo7F,N'1 FORM 31tlri (Ass,sinra Parcel Numl+ Endom=eno Page 13 Chicago Title Insurance Company ENDORSEMENT Attached to Policy No.: 43803781-M07 Issued by CHICAGO TITLE INSURANCE COMPANY TIME COMPANY INSURES TITS INSURED AGAINST LOSS OR DAMAGE SUSTAINED BY REASON OF: I. THE EXISTENCE, AT DATE OY POLICY, OF ANY OF '111E FOLLOWING UNLESS FXPRESSLY EXCEPTED IN SCI IEDULE B: (A) PRESENT VIOLATIONS ON THE LAND OF ANY ENFORCEABLE COVENANTS, CONDITIONS OR RES'TRIC;PIONS, OR ANY EXISTING IMPROVEMENTS ON TIME LAND WIIICH VIOLATE ANY BUILDING SETBACK LINES STIOWN ON A PIAT OF SUBDIVISION RECORDED OR FILED IN THE PUBLIC RECORDS. (B) ANY INSTRUMENT REFERRED TO IN SCHEDULIi B AS CONTAINING COVENANTS, CONDITIONS OR RESTRICTIONS ON 1'14E LAND WHICH, IN AUDITION, (I) ESTABLISHES AN EASFMFNT ON THE LAND; (11) PROVIDES FOR AN OPTION PO PURCHASE, A RIGHT OF FIRST REFUSAL OR THE PRIOR APPROVAL OF A FUTURE" PURCHASER OR OCCUPANT; OR (111) PROVIDES A RICH T OF REENTRY, POSSIBILITY OF REVERTER OR RIGHT OF FORFEITURE BECAUSE OF VIOLATIONS ON THE LAND OF ANY ENFORCEABLE COVENANT'S, CONDITIONS OR RESTRICTIONS- (C) ANY ENCROACHMENT OF EXISTING IMPROVF.MrNTS LOCATED ON THE LAND ONTO ADJOINING LAND, OR ANY ENCROACHMENT ONTO THE LAND OF EXISTING IMPROVEMENTS LOCATED ON ADJOINING LAND. (D) ANY ENCROACHMENT OF EXISTING IMPROVEMENTS LOCATED ON THE LAND ONTO 'THAT PORTION OF THE LANI) SUBJE C'I' TO ANY BASEMENT EXCEPTED IN SCHEDULE B- (E) ANY NOTICES OF VIOLATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RELATING TO ENVIRONMENTAL PROTECTION RECORDED OR FILED IN THE PUBLIC RECORDS. ALTA ENDORSEMENT FORM 9.?IAdoptcd 10.17.9R) ('LTA FNDORSF.h7F.NT FORM 100.10(Adoplcd 10.17.98) ALTA-Oi%mcf(Impmvcd Lind) ICCRR's,EncmnchmcnN.rvllnwA1,0 P2Gc 14 Policy No.:43803781407 ENDORSEMENT (continud) 2. DAMAGE TO EXISTING BUILDINGS: (A) WHICH .ARE LOCATED ON OR ENCROACI I UPON THAT PORTION OF THE LAND SUBJECT 'IO ANY EASEMENT EXCEPTED IN SCHEDULE B, WTIICH DAMAGE RESULTS FROM THE EXERCISE OF THE RIGHT TO MAINTAIN THE EASEMENT FOR THE PURPOSE FOR WHICFI IT WAS GRANTED OR RESERVED; (B) RESULTING FROM THE FUTURE EXERCISE OF ANY RIGIII EXISTING AT DATE OF POLICY TO USE THE SURFACE OF THE LAND FOR THE EXTRACTION OR DEVELOPMENT OF MINERALS EXCEPTED FROM THE DESCRIPTION OF THE LAND OR EXCEPTED 1N SCHEDULE B. 3. ANY FINAL, COURT ORDER OR JUDGMENT REQUIRING TIIE REMOVAL FROM ANY LAND ADJOINING TIIE LAND 01" ANY ENCROACHMENT, OTHER THAN FENCES, LANDSCAPING OR DRIVEWAY,EXCEPTED IN SCHEDULE B. 4, ANY FINAL COURT ORDER OR JUDGMENT DENYING THE RIGHT TO MAINTAIN ANY EXISTING IMPROVEMENTS ON THE LAND BECAUSE OF ANY VIOLATION OF COVENANTS, CONDITIONS OR RESTRICTIONS OR BUILDING SETBACK LINES SIIOWNT ON A PLAT OF SUBDIVISION RECORDED OR J71Lr:D IN THE PUBLIC RECORDS. WHEREVER IN THIS ENDORSEMENT THE WORDS "COVENANTS. CONDITIONS OR RESTRICTIONS" APPEAR, THEY SHALL NOT BF. DEEMED TO REFER TO OR INCLUDE THE TERMS, COVENANIS, CONDITIONS OR LIMITATIONS CONTAINED IN AN INSTRUMEN-1' CREATING A LEASE. AS USED IN PARAGRAPHS !(A) AND 4, THE WORDS "COVENANTS, CONDITIONS OR RESTRICTIONS" SHALL NOT BE DEEMED TO RL'FL•R TO OR INCLUDE ANY COVENANTS, CONDITIONS OR RESTRICTIONS RELATING TO ENVIRONMENTAL PROTECTION. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO TIIE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. DATED: CLOSING DATE. CHICAGO TITLE INSURANCE COMPANY BY: AUTHORIZED SIGNATORY A1,TA ENDORSEMENT FORM 91(Adoplid 10-17-99) CLTA ENDORSEMENT FORM I(1p 10(Adopted 10-17.99) ALTA-OnmLv(Improved Land) (CC&R§,Encroachmmin,MmmjlS) N2-c 15 Policy No.:43$037$I-Ni07 ENDORSEMENT (continued) ACT♦ENDpRStW ENT FORM 9,2(Adnpled 10-17-9R) CLT7 k FNVORSENIENTFDRM IW,I OlAdoplzd 10-17-93) .AIJA-Chwwr ImprmvW land) ICCSR's.Encrnnclnnrnls �tinGr.1B) Fagm 16 Chicago Tine Insurance Company ENDORSEMENT Attached to Policy No,: 4380-1781-M07 Issued by CHICAGO TITLE INSURANCE COMPANY 1. As used in this endorsement,the following terms shall mean. a. "Rvicred"or Tvictiun".(a)the lawful deprivation, in whole or in part,of the right or possession insured by this pulley, contrary no the arms or the Leasu or(b) the lawful prevention of the use of the land or the Tenant leasehold Improvements for the porpox`s permitted by did!Arse,in ather case as a ttsult of a neater covered by this policy, h. "Leave":the IGa a agreement d[wcrihtxi in Schedule A. C. "Lemehold kstate",the right of possession for the Lerue Temh. d. "Lease Term":the duration of the Leasehold Estate,including any renewal or extended term if a valid option to rehcw or extend is contained In the L Ned, a "Personal Properly": chattels located on the land and property which,because of their character and manner of affixarion to the land,call bu severed frtnn the land without causing appreciable damage to themselves or to die land to which they are affiXcd. f. "Remaining Lcasc Term"• the portion of the Lease Tenn remaining after the insured has been Evicted as u result of a matter covered by this policy. g. "'tabard Lwsehuld lmprnvnncr[s":Tlaove imprnveanants, including landscaping, required or pcnnitte-d to be built on the land by the Lease that have bona built at the insureds cxpease oh In which the insured has an interest greater than the right to pusuesion during the Lease Tcmn. 2. The prxrvisions or subsection(b)of Seuion 7 of the Conditions and Stipulations shall not apply to any Leasehold Estate covered by thispolity. 3 Valuation of Estate or Interest Insured If, in computing lose or damage,it becomes necesx:uy to value the estates or interests of the insured as the result of a covered matter that results in an Eviction, than that value shall consist of the value for the Remaining Loase Tema of the I,oasuhold Fstatc and any Tenant Leasehold Improvements existing on the date of the Eviction. Tile insured claimant shall have the right to have the Leasehold Fstaw and the Tenant Leasehold]mprovcmans valued either us a whole or separntcly. In either event,this determination of value shall take into account rcn rho longer required to be paid for the Remaining Lease Term. 4. Additional items of loss covered by this cndorspncnt: If the insured is Evictod, the following items of loss, if applicable, shall be included in computing Ins., or damage incurred!by the insured,but not to the extent that the same are included in the valuation or the cstatGv or interests insured by this Policy, a. Tic reasonable cost of removing and relocating any Personal property that the insured has the right to remove and relocarc,situuled on tlrc land al the time of Eviction,the cosy of transportution or that Per.6=1 Property for dhc initial one hundred miles incurred in connection with the relloerrtion,and the reasonable cost of repairing the Personal property damaged by reason of the removal and relocation, h. Rent or domagt4 for use and occupancy or the land prior to the Fvicdon which the insured as owner of the Leasehold Fstatc is obligated to pay to ally person having paramount title to that of the letisor in Iho lease e 96he tmnunt ol'rem that, by the tt'rmr of the Lease. the insured mum continue to pay to the lessor alter Evicrion with rL�peer to the podia of the Leasehold Rsmtc and Termnt I,rnschold Improvements from which the insutel has heen Fvictcd. e1ANK ENDORSEtr1FN 170RM Page 17 Policy No.:43803781-M07 ENDORSEMENT (continucd) d. The lair market value, at the lime of the Eviction, of the estate or interest of the insured in any lease or iublease made by dlc meorcd as Icssnr of all or pun of the Leasehold Fsuttr or the Tcnunt I.aasch,ald Improvements. c Damafcs that the insured is obligated to pay to lessees or sublmc q on account of the breach of any lease or sublease madc by the insured as lessor of all or part of the Leasehold Emile or thu'funant Leasehold Improvements cans cd by the Eviction f. Rcasnnable Costs incurred by the insured to secure a replacement 1=5chold equivalent to the L.casahold 1:51atc. g. If Tenant Leasehold Improvements arc not substantially completed at the time of Fviction, the actaal cost incurred by the insured,less the salvage value, for the Tenant Leaschuld Impmvemcim up to the time of Eviction. Those costa include cater incurred to ubtuin land uyc, coning, building and occupancy permits, architectural and engineering fttis, constructioa mana, fees,costs ofenvimnmcntal tcsling and reviews,landscaping costs and fees,costs and interest on loans I'or the acquisition and unulruction. This endorsonent is madc a pan of the policy and is subject to all of the tens and provisions thereof and of any prior cndorse none;thcretn. Except to the extent cntprcssly stated,it neither modifies any of the terms and provisions of thcpolicy and any prior endorsements,nor dpw it extend the effective date of the policy and any prior endorsements,nor does it inoreau the face umount thereof: Cl IICAGO TII'LI:INSURANCE COMPANY Ify: Authorized Sipatory t31.ANr ENDORSENIENf F'ORtvl Page Is Ordcr No.:43803781-NI07 J rve Yi r� �V fY u I� ✓ d \ ✓n Y 1 v\. l , \ f Wy `l �1 P� LSLANK ENDORSEMENT rORM Page 19 EXHIBIT D SELLER'S DOCUMENTS 1. Identification and Evaluation of Historic Properties, Assessor's Parcel No. 508-070-038, City of Palm Springs, Riverside County, California, prepared for Enterprise Development Companies by CRM TECH and dated October 4, 2005; 2. Biological Assessment and Impact Analysis of the Proposed Caballeros Amado Project located within the City of Palm Springs, California, prepared for California Development Enterprises, Inc. by James W. Cornett Ecological Consultants and dated September 5, 2005; and 3. Phase One Environmental Site Assessment for Property Located at Southeast Corner of Amado Road and Avenida Caballeros, Palm Springs, California (9.20 acres), prepared for PS Venture Caballeros/Amado, LLC by MSA Consulting, Inc. and dated November, 2005. EXHIBIT D TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND 540207 1 EXHIBIT E FORM OF QUITCLAIM DEED See Attached EXHIBIT E TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND 540207 1 RECORDING REOUESTED BY: The Community Redevelopment Agency of the City of Palm Springs (a public agency, recording fees do not apply) WHEN RECORDED MAIL TO. Name: Community Redevelopment Agency Attention: Agency Secretary Street Address: 3200 E Tahquitz Canyon Way City&State: Palm Springs, CA 92262 QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, PS Venture Cabal leros/Amado, LLC, a Delaware limited liability company hereby REMISE(S), RELEASE(S) AND FOREVER QUITCLAIMS to The Community Redevelopment Agency of the City of Palm Springs, a California redevelopment agency and public body all right, title and interest in the following real property in the City of Palm Springs, County of Riverside, State or California: Described in "Exhibit A" to this Quitclaim Deed. Dated PS VENTURE CABALLEROS/AMADO, LLC, a Delaware limited liability company By: California Development Enterprises Inc., a California corporation Its: Manager By. Ronald B. Shipka, Jr., President EXHIBIT E TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND 540207 1 ACKNOWLEDGMENT STATE OF CALIFORNIA } } ss COUNTY OF } On before me, personally appeared Ronald B. Shipka, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (This area for official notarial seal) EXHIBIT E TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND S40207 1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY THE REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, STATE OF CALIFORNIA, BEING A PORTION OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNADINO MERIDIAN (SBM), DESCRIBED AS FOLLOWS: PARCEL1: BLOCKS 217 AND 218 PARCEL 2, BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 00 08' 06" WEST A DISTANCE OF 658.29 FEET; THENCE NORTH 890 52' 51" EAST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89' 52' 51" EAST A DISTANCE OF 279.38 FEET; THENCE SOUTH 0° 07' 46" EAST A DISTANCE OF 607.88 FEET; THENCE SOUTH 89' 48' 37" WEST A DISTANCE OF 48.00 FEET; THENCE NORTH 0° 07' 46" WEST A DISTANCE OF 567,94 FEET; THENCE SOUTH 890 52' 51" WEST A DISTANCE OF 211.37 FEET TO A POINT TANGENT TO ACURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 20.00 FEET; THENCE SOUTHWESTERL Y ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57" AN ARC DISTANCE OF 31.42 FEET; THENCE NORTH 00 08' 06" WEST A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. COMPRISING 0.89 ACRES MORE OR LESS. PARCELS 1 AND 2 ABOVE ARE ALSO KNOWN AND DESCRIBED AS FOLLOWS: PARCEL A (BLOCK 217): THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO, 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES APPROVED BY THE U.S. BUREAU OF INDIAN AFFAIRS AND ADDED TO THE CITY OF PALM SPRINGS STREET SYSTEM MAY 25, 1960, BY CITY OF PALM SPRINGS RESOLUTION NO. 5855 AND ASSIGNED CITY DEED NO. 368. EXHIBIT E TO AGREEMENT FOR PURCHASE AND SALE OF SUBLEASE LAND 540207 1 PARCEL.B (BLOCK 218), THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF PALM SPRINGS FOR STREET RIGHT-OF-WAY PURPOSES RECORDED FEBRUARY 26, 1969 AS INSTRUMENT NO. 69-18910 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; PARCEL C: PARCEL 2 OF PARCEL MAP NO, 23288, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 AND 40 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF- THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 14; THENCE NORTH 00 08' 06" WEST, ALONG THE NORTH-SOUTH CENTERLINE OF SECTION 14, A DISTANCE OF 658.29 FEET; THENCE NORTH 890 51' 54" EAST, A DISTANCE OF 50.00 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF AVENIDA CABALLEROS AS DESCRIBED IN CITY DEED NO. 368 APPROVED BY THE CITY COUNCIL ON MAY 25, 1960 AS RESOLUTION NO. 5855. SAID POINT BEING THE TRUE POINT OF BEGINNING.; THENCE NORTH 890 52' 51" EAST, ALONG THE SOUTHERLY LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 279.38 FEET; THENCE SOUTH 0° 07' 46" EAST, ALONG THE EASTERLY LINE OF SAID WEST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 40.00 FEET TO THE NORTHEAST CORNER OF PARCEL 2 OF PARCEL MAP NO. 23288 AS SHOWN BY MAP ON FILE IN BOOK 161, PAGES 39 THROUGH 40 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA: THENCE SOUTH 89' 52' 51" WEST, ALONG THE NORTHERLY BOUNDARY LINE OF SAID PARCEL MAP, A DISTANCE OF 259.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 20.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 00' 57", AN ARC LENGTH OF 31.42 FEET TO A POINT ON THE EASTERLY RIGHT-OF- WAY OF SAID AVENIDA CABALLEROS; THENCE NORTH 0° 08' 06" WEST, ALONG SAID EASTERLY RIGHT-OF-WAY A DISTANCE OF 60.01 FEET TO THE TRUE POINT OF BEGINNING. CH11 5035003.4 2 540207.1