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A4500 - C. H. I. C. LLC AGR FOR PURCHASE AND SALE OF VILLAGE PUB PROPERTY APN 513154034
2022-0472800 11/16/2022 01:21 Ph Fee: $ 0.00 Page 1 of 5 RECORDED AT THE REQUEST OF Recorded in Official Records Q County of Riverside AND WHEN RECORDED RETURN TO: gssessoIdccunty Clerk-Recorder �Yj City of Palm Springs 1III I1 Y 17ff:�51'1f1111S'I III O� 0 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Clerk (Exempt from Filing Fees — Government Code § 6103) SPACE ABOVE THIS LINE FOR RECORDER'S USE AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN THE CITY PALM SPRINGS AND C.H.I.C., LLC. This Amendment No. 1 to Agreement for Purchase and Sale of Real Property is dated for references purposes only as of this 11. day of Octabo" , 2022, by and between the City of Palm Springs ("City") and C.H.I.C., LLC ("Seller"). City and Seller are sometimes individually referred to as "Party" and collectively as "Parties." RECITALS A. On or about March 5, 2002, the City and Seller entered into an Agreement for Purchase and Sale of Real Property ("Agreement"). All initially -capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. B. Pursuant to the Agreement, Seller agreed to convey to City, and City agreed to purchase from Seller that certain real property located in the City of Palm Springs, County of Riverside, State of California and legally described and depicted in the Agreement (the "Parcel"). C. The Agreement provides the Seller twenty-one (21) reserved parking spaces (the "Reserved Spaces") on the first level of the Parking Structure and depicts the location of the parking spaces. D. The City desires to install vehicle charging stations on the ground level of the Parking Structure and needs flexibility on the location of the vehicle charging stations. E. The Parties desire to amend and modify the Agreement to allow the City to, at its sole discretion, to assign the location of the Reserved Spaces in the Parking Structure. TERMS 1 Effective Date. The Parties hereto have executed this Amendment No. 1 on the date(s) set forth below next to their respective signatures. This Amendment No. 1 shall be effective Page I of 55575.1 S 120\34726149.1 as of the date it is signed by all Parties. 2. Amendment. The following amendment shall be incorporated into the Agreement: "Notwithstanding anything in the Agreement, City shall have the sole and exclusive discretion to assign the location of the Reserved Spaces in the Parking Structure, provided the Reserved Spaces are located on the first level of the Parking Structure." 3. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No, 1. From and after the date of this Amendment No. 1, whenever the term "Agreement' appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 4. Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 5. Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Page 2 of 4 55575.18120\34726149.1 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN THE CITY PALM SPRINGS AND C.H.I.C., LLC. IN WITNESS WHEREOF, the Parties have entered into this Amendment No. I on the date(s) set forth below next to their respective signatures. CITY OF PALM SPRINGS Approved By: Teresa Gallavan Interim City Manager /O-12—ZZ Date Attested Brenda Pree City Clerk Approved as to Form: 4 Jeffrey S. Batlidger City Attorney C.H.I.C., LLC Signature Name Q Lo N I \ Title Page 3 of 4 55575.1 B 120\34726149. 1 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 Cou►n�ty of 2,\j eA!Ae, On NOVeYh�Per 1 ad6t�2 before me, �iLY�\ 1�0.St . ti'uCrfurN Y4IiC. Date —t� , , Here Insert Name and Title the Officer personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Oy BRENT RASI Notary Dublk • California Riversioe CountyCommission i 27987A7 Comm. Expires mar 24. 2026 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature /.sf OPTIONAL Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. - Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer's Name: ❑ Corporate Officer — T' ❑ Partner — ❑ Li ' d ❑ ❑ Individual ❑ ❑ Trust ❑ ❑ O r: ner is Representing: General Attorney in Fact Guardian or Conservator 02019 National Notary Association of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator n Other* Signer is Representing: CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 County of RIVERSIDE 1} On SEPTEMP>E.P- IS,R022 before me, M0tlIQUI- M- Lor-AI- LI. Norm IN pu IC Date Here Insert Name and Title of the Officer personally appeared TAREE F -T ALA 1.-14 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. MONIQUE M. LOMELI Mabry Public - Calif"ia ss Rive,,ide Caum, D Commbsian R 1307310 u, C"07 Eapbes Ne. 17. 2.0 _ Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature �n t Signa re of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner - ❑ Limited ❑ G ral ❑ Individual ttorney in Fact D Trustee ❑ Guardian or Conservator ❑ Other: Signer is R resenting: National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner - ❑ Limited ❑ General D Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: DOC 0 2004—OB42027 10/25M04 &8;001`1 FCC;NC Page 1 of 20 PLEASE COMPLETE THIS INFORMATION Rccerdod ih Official Records ACCORDING REQUESTED BY County of Riverside Gaary L. Orse assessor, County Clerk & Recorder AND WHEN fiECORDED MAIL TO I IIIIII10111111111113111111111111111111111141101 MEFURN TO. m s u once eve on `rpoR Nornn snF E,� c, C!w V Or PALM SPRINGS DOX 27e13 PALA SPRINGS.CA 02293 A R L COPY LONG REFNNO NCHC Cxryn SPACE MOVE FOn RECOROM S USE ONLY Agreement for Purchase 6 Sale of Real Property - C.I-I.I.G. , LLC Title of Document TH I.a AREA FOR � Ks-a' E 0RR DJ ONLY THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) s fG5C50 BA°w IHw SR71 I AGREEIVIEN 0:FOR PURCHASE AND SALE 1 OF REAL PROPERTY ' THIS AGREEMENT FOR PURCHASE AND SALE Of REAL PROPERTY AND INSTRUCTIONS (this "Agreement") is made this_5_day of 2 6 , 2002, by and between the CITY OF PALM SPRINGS, a municipal corporation("City"), and C11.I.C.,LLC ("Seller"). RECITALS: A. The City desires to construct various parking improvements, including a multi- level parking.structure, within a site bounded by Palm Canyon Drive, Indian Canyon Drive, Baristo Road and Arcnas road, and as more specifically shown as the "Site" on the "Site Plan" attached bereto as Exhibit 13 and incorporated herein by this reference. 13. The parking improvements include reconstructing the surface parking to provide approximately tltirty-two (32) spaces and constructing a three (3) level parking structure with approximately three hundred eighty (380) spaces. All of such improvements are collectively referred to as the "Project" and are depicted in the "Plan of Improvement" attached as Exhibit C and incorporated herein by this reference- C. The Site is divided into various parcels, some of which will be developed with surface parking and others which will be developed with the parking structure. Those parcels to be acquired by the City are shown on the Site Plan(Exhibit B). D. Some of the parcels to be acquired currently provide surface parking £or the businesses located on such parcels. In consideration for the property owner's conveyance of the parcel or portion thereof necessary for the Project, the City will agree: (1) to construct the Project, (2) to restrict a portion of the parking spaces as provided herein, and (3) to deem such restricted parking as satisfying the property's obligation to provide parking for various commercial uses pursuant to the zoning ordinance. E. Seller is the current owner of real property and improvements commonly known as "The Village Pub," located in the City of Palm Springs, County of Riverside, bearing APN Number 513-154-034 (the "Village Pub Property"), Seller and any successor in interest to fee title the Village Pub Property shall sometimes be referred to here in as "Owner." The pertinent portion of the Village Pub Property that is being conveyed to the City for the proposes of the Project and consists of approximately 7,300 square feet of paved surface parking, as more particularly shown in the "Parcel Map" as Parcel "B" and as described in the "Legal Descriptions" attached hereto as Exhibit "A," and incorporated herein by this reference. Parcel B is also referred to herein as the "Parcel" Additionally, the Village Pub Property has also been assessed and in-lieu fees have been previously paid with a current assessed value of$48,000 to the City for parking improvements to benefit the Village Pub Property (the"Assessment"). IRV,/18914 v9 I IIIIII III II IIIIII III IIIII IIIII IIII�I III IIIII IIII III 16/2W oa 0 etas z or za F. In consideration for the Assessment and for Seller conveying the Parcel to City by the time provided herein, City agrees to restrict the parking area as shown in the "Parking Restriction Plan"attached as Exhibit D and incorporated herein by this reference. 0. The Project will be developed in accordance with the schedule shown in the i "Schedule of Performance" attached hereto as Exhibit E and incorporated herein by this reference. In the event City fails to connnence constructing the Project pursuant to Section 3.4 or thereafter demolishes the Project, the Property will be restored to the owner without liability I` to eitberpatty, as specifically sei forth under Section 3.4,below. H. Certain restrictions herein run with the land and are contained in the "Agreement containing Covenants, Conditions and Restrictions" attached hereto as Exhibit F and incorporated by this reference(the"Declaration"). NOW,THEREFORE,the parties hereto agree as follows: TERMS AND CONDITIONS L PURCHASE AND SALE OF PROPERTY. The City hereby agrees to purchase from Seller, and Seller agrees to sell to the City the Parcel,upon the terms and conditions hereinafter set forth. 2, DESCRIPTION OF THE PARKING FACILITY. The Site shall be improved with a public parking facility consisting of three levels and approximately three hundred eighty (380) spaces (the "Parking Structure"). The bottom level of the Parking Structure shall be designated for business parking, to replace the parking areas contributed to the Project by the adjacent business owners, including for Seller's respective businesses, as provided under this Agreement. The business parking shall be reserved as further described in Section 4. The specific design of the Parking Structure is attached hereto in the Plan of Improvement(Exhibit"C"). 3. SCITEDULL OF PERFORMANCE. 3.1 TiriiiiiR of Construction. The Project will be undertaken in accordance with the Schedule of Performance (Exhibit "E"). City shall use a regular public improvement bid process or design build process to cause the Parking Structure, which is estimated to take six (6) months to construct, to be constructed in the off-season. However, the process of dcsigaing the Parking Structure and awarding the contract pray not be concluded in time to allow construction to be commenced and completed in the 2002 off-season. Accordingly, construction may only commence during the month of June in 2002 or 2003 (the "Commencement Dates"), except as otherwise provided in Section 3.4. City shall make best efforts to commence construction during 2002, and Lo complete construction prior to November 15 of any year In which construction is commenced. City will use reasonable efforts to coordinate the concurrent closing on all parcels necessary to the Project in accordance IRV"18814 v9 III I I�III I I 1 �II III �II IIII�I I I��I II III re:�©5✓�or4 2ecAe� with Section 10, so that the Project can be constructed in accordance with the terms set forth under Section 3.4,below. l 3.2 Efforts to Minimize Business Disni tiotr. During the course of construction, the City will make best efforts to minimize business disruption, but Seller understands that City must take all actions necessary to complete construction prior to November 15 of the year in which construction is Commenced. City will maintain a reasonable pedestrian service corridor to the back of Seller's building, but this service corridor will not provide for vehicular access. During the period of Project construction, the Seller, Seller's tenants and invitees will have no designated parking, but City will use reasonable efforts to develop a temporary parking plan which will be sensitive to the parking deficiencies which will exist during constniction. I 3.3 Waiver of Damages for Delay. The City shall take reasonable and appropriate actions to ensure completion of the Parking Structure within six (6) months of commencing construction. However, nothing herein shall be construed as an express or implied guarantee as to the date of completion of the Parking Structure, or subject the City or is officers, agents, assignees, and employees to damages, including liquidated damages, damages for business disruption, or other damages, if the Parking Structure is not completed in confonnance with the timelines set forth in the Schedule (Exhibit 3A Failure to Timely-Commence Construction. Should City fail to commence construction by June 30, 2003 (except as provided herein), or should City earlier abandon the Project prior to commencing construction then, this Agreement, including the Declaration, shall be automatically terminated and, if closing has occurred, City shall within sixty (60) days thereafter reconvey the Parcel to Seller, except as provided in Section 10. All rights and obligations which either party shall have hereunder, including to exchange property, to construct parking improvements, to provide restricted parking areas, and all other matters shall terminate and neither party shall have any right or liability against the other except: (i) City shall have the obligation to return the Parcel in the same condition it was received, and (ii) this waiver of liability shall survive termination. Notwithstanding the foregoing,the City may commence construction as much as thirty-(30) days after the Commencement Dates, so long as there is a reasonable expectation that the Project can timely be completed prior to November 15. /// /// IRV 4I M4 v9 -3- II A�III� I IIIIII I1 �YI III II II iM,�es0a 0i ze2neP 4. COMPENSATION TO SELLER THROUGH ASSIGNMENT OF RESERVED PARKING SPACES. In consideration for the Parcel, the City agrccs to allocate reserved parking to the Seller's property for so long as the Parking Structure remains open and operating as provided herein and subject to the provisions of the Declaration. The following allocations of reserved parking l spaces are based on the combined land value and in lieu fees previously paid by the Seller as specifically set forth under Section 4.2, below. 4.1 Defir-Ation of"Reserved"Parking Spaces. The parking spaces provided herein are"reserved" in the sense that a sign will be located on a particular space as to indicate that the space is provided solely for the use of Seller, Seller's business occupants or invitees. No gates or other access mechanisms will be provided to further restrict parking access to reserved spaces on the first level of the Parking Structure, other than the signs described above. It is understood that the Owner, at Owner's expense, may employ parking attendants and valets in order to control usage of the parking spaces and provide valet service, who will comply with all City rules and regulations governing the use of the Parking Structure, 4.2 Specific Allotment of Reserved Parking to Seller's Prop. In consideration for Parcel E and the Assessnnent, the Village Pub Property will be provided with twenty-one (21)reserved parking spaccs (the"Reserved Spaces") on the first level of the Parking Structure,as depicted in"Parking Restriction Plan," (Exhibit D). 4.3 No Assignment c£Rigbts. The allocation of parking spaces described in Section 4.2, above, shall inure to the benefit of the Owner, for the benefit of itself, its lessees, sublessees, business occupants and invitees; provided, however, that Owner shall not sever or assign via lease agreement or otherwise, the rights to the parking allocations as provided under Section 4.2 above, which shall be deemed to run with the benefited parcel Nothing herein shall restrict the Owner from assigning Parkin.- space for the lessees and sublessees, business occupants slid invitees of the Village Pub Property. 4.4 Signage and Dis la Windews. Seller will have the right to participate in the City's sign program to provide signage on the Panting Structure, which provides compensatiun to the Seller for loss of visibility on Baristo Road and Indian Canyon Drive. The sign program will be subject to the Seller's approval and signage will be provided on a rent free basis and in accordance with all applicable laws, including, but not limited to, the Palm Springs Municipal Code and the Palm Springs Zoning Code, and subject to the final design of the Parking Structure. 4.5 Restricicd Parking and Zoning. It is agreed between the parties that the restricted parking spaces shown in the Parking Restriction Plan (Exhibit D) shall be considered to meet Seller's obligation to provide on-site (RV#18814 v9 _4- I IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 1P s�5 @4as-@eFJ parking spaces under the Palm Springs Zoning Ordinance. In determining future uses of the Seller's remaining property, the parking spaces provided in the Declaration shall be counted as if they were still on-site spaces. Nothing herein shall prevent the City from amending its zoning ordinance in the future concerning downtown parking or the manner in which parking requirements are established or counted for fiattue tenants, or to deny uses with insufficient parking, but Seller shall be entitled to count the restricted spaces provided in the Declaration for Seller's parcel as if they were on-site spaces. 5. WAIVER OF ADDITIONAL COMPENSATION OR DAMAGES. Seller agrees to accept the consideration provided herein as full and complete compensation for the value of the Parcel conveyed to City hereby. In this regard, Seller is aware of the appraisal obtained by City and has had the tight to consult other appraisers, attorneys and other advisors of Seller's choosing. In executing this Agreement, Seller waives the night to receive any other compensation for fixtures and equipment, business goodwill, severance, inverse condemnation, pre-condemnation and all other elements of compensation whatsoever, whether known or unknown. Through execution of this Agreement, and with respect to compensation for conveyance of the Restricted Parcel described above, Seller further waives, releases and forever discharges claims both known and unknown as provided herein, Seller expressly.waives any and all rights under California Civil Code Section 1542,which provides: "A GENERAL RELEASE HOES NOT EXTEND TO CLAIMS WHICH TILE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WINCH IF KNOWN BY IiTM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.' With respect to the matters released hereunder, Seller waives and rclinquisbes any and all rights and benefits which They have or may have under Section 1542 of the Civil Code of the State of California, and Seller acknowledges it is aware that it may hereafter discover facts in addition to or different than those which it now knows or believes to be true with respect to the claims,allegations, events and facts set forth in the Recitals herein, but it is the Seller's intention hereby to fully and finally release any and all matters, disputes, and differences, known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed, as against the each other, and in furtherance of this intention, the release herein given shall be and remain in effect as a full and complete general release notwithstanding discovery or existence of any such additional or different facts. Initials IRV 419814 V9 IIII IIII I II III I IIII IIII I�I� II Allll I i II iarz��eoor 2 oe c or e i 6. FINANCING AND ACQUISITION OF PARCELS. 6.1 Agreement Contingent on Financing. I This Agreement is contingent on the City's ability to obtain sufficient financing as to finance the actual construction of the Parking Structure. The requisite financing which must be obtained for the Project is currently estimated at over five million ($5,000,000) dollars. This Agreement may be voided at the City's sole discretion, if the City is unable to reasonably obtain financing at a sufficiently low rate as to ensure the feasibility of payment on such financing. 6.2 Acquisition of All Parcels, This Agreement is contingent on the City obtaining title to all parcels necessary to construct the Parking Structure. City cannot agree in advance of any public hearing on a resolution of necessity to condemn any parcels. Accordingly, City retains full rights to elect not to proceed with the Project and not to exercise its powers of condemnation should any property owner elect not to convey its parcel hereunder. Moreover, even should City be willing to condenm, such legal action could introduce significant uncertainty to the financing due to the costs of the legal action, delays, and risks of added expense. 6.3 No Damages for Inability to Obtain Financing, The City shall investigate acquiiing the parcels voluntarily and obtaining financing for the Project in the amount specified in Section 6.1 above, or in another alternative amount required to complete the Project; provided, however, that nothing herein shall be deemed to create any expressed or implied obligation on the City, or its officials, agents, employees and assignees to acquire the parcels or obtain financing, or subject the City, or its officials, agents, employees and assignees to any damages to any Seller for delay,reliance, or obligations incurred in anticipation or expectation that the Project would proceed as provided herein_ 6.4 Termination. In the event the: contingencies provided in Sections 6.1 and 6.2 ate not satisfied and the City elects to terminate this Agreement, City will give written notice to Seller of its election to terminate this Agreement. Such notice shall be given as soon as possible after City determines that the contingency will not be met. In the event of such termination, the provisions of Section 3A shall apply. 7. CONVEYANCE OF TITLE. City shall administer the transaction and accomplish the exchange of title when all documents have been properly executed and all conditions necessary for conveyance have been satisfied, as provided herein. It is intended that conveyance occur as provided in Section 10, but only when City is ready to proceed with construction of the Parking Structure. Title shall be fee simple merchantable without lien or encumbrance, except those approved pursuant to Section 11. iRV 9 198 14 v9 111111I 11111 II N 4, 20 0f•7 S. PAYMENT OF PURCHASE PRTCF. Seller's Parcel is valued at one hundred ninety-one thousand (S191,000) dollars. City's obligation to pay the purchase price will be deemed satisfied by the completion of the Parking Structure and recordation of the Declaration, subject to the provisions for termination contained in Section 3_+_ 9. ADDITIONAL FUNDS AND DOCUMENTS REQUIRED FROM THE CITY AND SELLER AND CITY- 9-1 Seller. Seller agrees that on or before 12:00 noon on the day preceding the Closing Date, Seller will deposit with City (i) an executed and recordable grant deed ("Grant Deed") conveying the Parcel to the City, (ii) an executed and recordable Declaration and (iii) such funds and other items and instruments as may be necessary to comply with this Agreement. The City Clerk will cause the Grant Deed and Declaration to be recorded when all conditions in Section 13 have been satisfied and the Title Policy in the form described in Section 11 below can be issued; but in no event after the date specified in Section 10 below. 9.2 city City agrees that on or before 12:00 noon on the date preceding the Closing Date, City will deposit all documents(executed and recorded) which are necessary to comply with the terms of this Agreement. 10, CLOSING DATE. A. Conveyance shall occur, if possible, within sixty(60) days following execution of this Agreement, but no later than June 30, 2003 (the "Closing Date") except as provided in Section 3.4. The term "Closing" is used herein to mean the time Seller's Grant Deed is filed for recording in the Office of the County Recorder of Riverside Cotuaty, California. B. In the event all parcels are not in a condition to close by the Closing Date, the City may delay the Closing Date until the conditions preventing closing have been satisfied, but City shall not close on one parcel without being able to close on all parcels, qua ess.City_has ,. itritiated condemnation on any parcel not subject m an acquisition agreement. C. In the event any other conditions precedent to conveyance as specified in Section 13 have not been timely satisfied, the City may delay the Closing Date until the conditions preventing closing have been satisfied. D. in the event that City notifies Seller of its desire to extend the Closing Date pursuant to subsections B and C above, Seller may terminate this Agreement by giving written notice to City, in which case the provisions of Section 3.4 shall apply. E. In the event closing occurs during or before .Tune 2002, but City is not able to commence construction of the Parldng Structure, then City shall lease the Parcel to Seller for IRV 418814 v9 _7_ III II I 111111I111111111111111111111111111 IA 10 SAS of 2B�BCR nominal rent with Seller responsible for all maintenance and liability until the City is prepared to conunence construction of the Parking Structure,as provided in Section I8.1. 11. TITLE.POLICY. 11.1 Approval of Title. (a) Promptly following execution of this Agreement, City will obtain a ' preliminary title report issued through First American Title Company (the "Title Company"), describing the state of title of the Parcel, together with copies of all exceptions specified therein and a map plotting all easements specified therein (the "Preliminary Title Report"). The City shall notify Seller in writing ("The City's Title Notice") of the City's approval of all matters contained in the Preliminary Title Report or of any objections the City may have to title exceptions or other matters ("Disapproved Exceptions") contained in the Preliminary Title Report within fifteen (15) days after the City's receipt of the Preliminary Title Report. If the City fails to deliver the City's Title Notice within said fifteen (15) day period, the City shall be conclusively deemed to have disapproved the Preliminary Title Report and all matters shown therein. (b) In the event the City delivers the City's Title Notice within said period, Seller shall have a period of five(5) days after receipt of the City's Title Notice in which to notify the City of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Closing; or (ii) decline to remove any such Disapproved Exceptions ("Seller's Notice"), Seller's failure to deliver Seller's Notice within said Eve (5) day period shall be deemed Seller's election to decline to remove the Disapproved Exceptions_ If Seller notifies the City of its election to decline to remove the Disapproved Exceptions, if Seller is deemed to have elected to decline to remove the Disapproved Exceptions, or if Seller is unable to remove the Disapproved Exceptions,the City may elect either to terminate this Agreement or to accept title to the Property subject to the Disapproved Exception(s). The City shall exercise such election by delivery of written notice to Seller within five (5) days following the earlier of(i) the date of written advice frotn Seller that such Disapproved Exception(s) carmtot be removed; or (ii) the date Seller declines or is deemed to have declined to remove such Disapproved Exception(s). (c) Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement, provided, however, that the City's initial period of review and approval or disapproval of any such additional exceptions shall be limited to ten(10)days following receipt of notice of such additional exceptions. (d) Nothing to the contrary herein withstanding, the City shall be deemed to have automatically objected to all leases, deeds of oust, mortgages, judgment liens, federal and slate income tax liens, delinquent general and special real property taxes and assessments and similar monetary enctunbrances affecting the Parcel, and Seller shall discharge any such non-permitted title matter of record which it has agreed to remove pursuant to subparagraph(b), above,prior to or concurrently with the Closing. IRV 08614 v9 _8, Ill�lill�llllllllllllllllllllll IIII IIIIIIIIII III reres�y Q£0ceon t 1 , I 11.2 Title Polite. At the Closing, the City shall obtain a CLTA Owner's Policy of Title Insurance (the "Title Policy") for the City's interest, wherein the Title Company shall insure that title to the Parcel shall be vested in the City, containing no exception to such title which has not been approved' or waived by the City in accordance with this Section 11. The Title Policy shall include any available title insurance, extended coverage or endorsements that the City has reasonably requested. 113 Encumbrances Aftq Title Approval. Seller shall not record any liens or encumbrances against the Parcel after the Approval of Title, as described in Section 11.1, above, without the prior approval by the City. If title is encumbered after City has approved title without the approval of City, Seller shall bear all cost, expense and liability for restorhig title to the condition originally approved by City and for any loss or expense to the Project therefore. 12. DUE DILIGENCE. 12.1 Due Diligence Date. The "Due Diligence Date" shall mean the date which is forty-five(45) days following the execution of this Agreement. 12.2 Sc ope otDue Diligence. The City shall have the tight•to make an analysis of the Parcel consisting of such engineering, feasibility studies, soils tests, environmental studies and other investigations as the City in its sole discretion may desire, to permit the City to determine the suitability of the Parcel for the City's contemplated uses and to conduct such other review and investigation which the City deems appropriate to satisfy itself to acquire the Parcel. The City shall further have the right to make an examination of all licenses,permits, authorizations,approvals and governmental regulations which affect the Parcel, includ ag zoning and land use issues and conditions imposed upon the Parcel by governmental agencies. 12.3 Review of Documents. Upon the execution of this Agreement by both parties, Seller shall snake available to the City true, correct and complete copies of all contracts which relate to the Parcel (together with any amendments or modifications thereto), and all reports in Seller's possession respecting the physical condition of the Parcel, if any, and any other information in Seller's possession or control reasonably requested by the City regarding the Parcel. 12.4 Entry for lnves14mion. (a) Subject to the conditions hereafter stated, Seller grants to the City, its agents and employees a bruited license to enter upon any portion of the Parcel for the purpose of conducting engineering surveys, soil tests, investigations or other studies My 4I8914 v9 -9- 1 Iilllllllll�IIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIiI 30 0Is cf�20 i . reasonably ncecssary to evaluate the condition of the Parcel, which studies, surveys, investigations and tests shall be done at the City's sole cost and expense. (b) As a condition to the City's entry, inspection or testing,the City shall keep die Parcel free and clear of all materialmen's liens, lis pendens and other liens arising out of the entry and work performed under this Agreement. The City- shall provide reasonable notice to the Seller prior to entry for inspections or testing, and shall defend and hold the Seller harmless from any liability, claims, damages, or actions arising therefrom. 12.5 Hazardous Materials. To the best of Seller's knowledge, neither Seller nor any previous owner, tenant, occupant, or user of the Parcel aced, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Marcel, or transported any Hazardous Materials to or from the Parcel. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Razardous Materials to or from, the Marcel. The term"Hazardous Material"shall mean any substance,material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a"hazardous waste," "extremely hazardous waste,"or"restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tamer Hazardous Substance Account Act), (ii) defined as "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health mud Safety Code, Division 20, Chapter 6.95 (Hazardous Material Release Response Plans and Inventory), (iv) defined as "hazardous substance" under Section 25281 of the California Health and Safety Code,Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v)petroleum or any petroleum product or fraction thereof or additive thereto, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed or defined as "hazardous" or "extremely hazardous" under the California Code of Regulations, including pursuant to Title 22 of Division 4.5, Chapter I thereof, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. §1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et sec. (42 U.S.C. §6903) or(xi) defined as a"hazardous substances"pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et semi. (42 U.S.C. §9601). 12.6 Compliance with Environmental Laws. To the best of Seller's knowledge the Parcel complies with all applicable laws and govenmiental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation and Recovery and 1RV 418814 v9 -10- 2@04-0842627 i illi i II nil lit li 7 till i �ii it II ii�I �i i�i il� 16 25,2 0 0B 11 4oi 20 I Comprehensive Environmental Quality Act, and the rules, regulations, and ordinances of the City within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the Slate Water ]resources Control Board, the California Enviromnental Protection Agency,the U.S. Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 12.7 Environmental Contingences The Closina shall be subject to and conditioned upon the City's approval of the environmental conditions at, under and about the Parcel, and the absence from the Parcel of Hazardous Materials and any other kind of soil or water contaminatiou. The City may obtain a Phase I and, if necessary, a Phase II Environmental Assessment Report, and may perform any other testing the City deems necessary to determine whether the Parcel contains Hazardous Materials or any other kind of contamination. City shall inform Seller of any contamination discovered during the foregoing testing and tither party may assume the cost of remediation, or City may terminate this Agreement. If City closes without agreement from Seller to bear such expense, then City shall be responsible for the cost of remediating any contamination or environmental conditions on the Parcel of which the City has notice as of the Closing. Nothing herein waives any rights or causes of action City may have against any party for remediating the cost of any contamination or eavironmental conditions discovered after closing. Notwithstanding anything to the contrary in this Agreement, the parties may agree to extend the Closing if they deem it necessary to allow for the completion of environmental testing and/or remediatinn of the Parcel- 12.8 Approval of Due Diligence Matters. The City shall notify Seller in writing ("The City's Due Diligence Notice") on or before -the Due Diligence Date of the City's approval or disapproval of the condition of the Parcel and -the City's investigations with respect thereto (excluding title matters which are to be approved or disapproved pursuant to Section 11.1 above), which approval may be withheld in the City's sole and absolute discretion. The City's failure to deliver the City's Due Diligence Notice on or before the Due Diligence Date shall be conclusively deemed the City's disapproval thereof. The City's disapproval or deemed disapproval of said matters shall automatically terminate this Agreement. 13. CONDITIONS PP.CCEDENT TO CONVEYANCE. 13.1 Conditions to the City's Obligations. The obligations of the City under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the City of each of the following conditions precedent: (a) Execution and delivery by Seller of Deed and Declaration. (b) The City has approved in writing the condition to title and Title Company will issue the Title Policy as required by Section 7 of this Agreement insuring title to the Parcel vested in the City- IRV A18814 v9 -1 1- 1�III I�IIII III AI 1 IIA�II i��ll �I�� III I�III III III Icre p i2G r zs ea i (c) The City has approved in writing all Due Diligence matters on or before the Due Diligence Date. (d) The City has obtained financing. (e) The City has approved a construction contract for the Parking Stnacture. (£) The City has entered acquisition agreements for all Parcels of the Site. (g) Delivery to the City of the instruments arad fonds, if any, accruing to the City pursuant to this Agreement. 13? Conditions to Seller's Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part., by Seller's delivery of the following pursuant to this Agreement: (a) Execution and delivery by City of Declaration- (b) The City has approved in writing the condition to title and Title Company will issue the Title Policy as required by Section 7 of this Agreement insuring title to the Parcel vested in the City- (c) City has approved in writing all Due Diligence matters on or before the Due Diligence Date. (d) Delivery to Seller of any temporary lease applicable until construction commences. (e) Delivery to the Seller of the instruments and funds, if stay, accruing to the Seller pursuant to this Agreement. 14. REPRESENTATIONS AND WARRANTIES. 14.1 Representations and Warranties. Seller hereby makes the following representations and warranties to the City, each of which, to the best of Seller's knowledge, is true as of the date hereof and shall be true on the date of Closing on the Parcel: (a) Seller has received no notice and/or has no knowledge that any governmental authority or any employee or agent thereof considers any construction of the proposed improvements on the Parcel or the present or proposed operation, use or ownership of the Parcel to violate or have violated any ordinance, rule, law, regulation or order of any government or agency, body or subdivision thereof, or that any investigation has been commenced or is contemplated respecting such possible violations. IRV al as14v9 -12- IAllll III�IA IIIIh II�I�IIII IIIII Nll�i III IIIIII III IIII re 2A043 oaf 215 i (b) There are no contracts, leases, claims or rights affecting the Parcel and no agreements entered into by or under Seller shall survive the Closing that would adversely affect the City's rights with respect to the Marcel except as heretofore disclosed in writing by Seller to the City. (c) Seller has received no written notice from any third parties, prior owners of the Parcel, or any federal, state or local governmental agency, indicating that any hazardous waste remedial or clean-up work will be required on the Parcel- (d) Until the Closing, Seller shall not do anything which would impair or encumber Seller's title to any of the Parcel. (e) All utilities, including gas, electricity, water, sewage, and telephone, are available at the property line of the Parcel, and all such items are in good working order. (I) Until the Closing, if Seller learns of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Closing, Seller shall immediately give written notice of such fact or condition to the City. (g) Seller has the power and authority to execute, deliver and perform Seller's obligations under this Agreement and the documents executed and delivered by Seller pursuant hereto. 15. GENERAL PROVISIONS FOR CONV1 YANCE_ 15.1 General Provisions. City Clerk shall deliver the Title Policy to the City and instruct the Riverside County Recorder to mail the Grant Deed to the City at the address set forth in Section 18.5 after recordation. All funds shall be administered by the City's Director of Finance and may be deposited in the accounts of City with any bank doing business in Riverside County, California, and shall be separately accounted from other City funds. All disbursements shall be made by City check. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 15.2 Proration of Real Property Taxes. All nondelinqucnt gcnerat and special real property taxes shall be prorated to the Closing on the basis of a thirty (30) day month and a three hundred sixty (360) day year. In the event that property taxes are assessed on a parcel of real property which includes land other than the Parcel, such proration shall include only taxes attributable to the Parcel, calculated in terms of total gross squate feet of land assessed pursuant to the tax statement versus total gross square footage of the Parcel. IRV V 18814 v9 -13- +IIII I IIII I I IIIIII IIII IIII II IIIIII I 1111u+ 14 20C ae o ea aoA of 20 15.1 Payment of Costs. The City shall pay docruuentary transfer taxes, the premium charges for the standard CLTA Title Policy and any non-standard coverage requested by the City, the charges for drawing and recording the Grant Deed and Declaration. Seller shall pay any fees and costs charged by any lender or other entity to obtain reconveyances or otherwise put title in the condition described in Section 7, and all costs necessmy to satisfy any condition of due diligence that Seller has agreed to satisfy. All other costs of Closing not otherwise specifically allocated by this Agreement shall be paid by City. 15.4 Information Report. The parties agree to cooperate with each other in completing any report ("Information Report") and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended by the internal Revenue Service, or as may be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto- The City and Seller also agree that the City and Seller, their respective employees and attorneys, and may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information regarding this Agreement or the transactions contemplated herein as such party reasonably deerns to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045(e), and further agree that neither the City nor Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information. 16. BROKERAGE COMMISSIONS. The City and Seller each represent and warrant to the other that no third party is entitled to a broker's commission and/or finder's fee with respect to the transaction contemplated by this Agreement. The City and Seller each agree to indemnify and hold the other parties harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys'fees, resulting from any claims or fees or commissions, based upon agreements by it, if any,to pay a broker's commission and/or Finder's fee. 17. 12ISI{OF PHYSICAL LOSS- Risk of physical loss to the Parcel shall be borne by Seller prior to the transfer of possession or title and by the City thereafter- In the event that the Parcel shall be damaged by fire, flood, earthquake or other casualty the City shall have the option to terminate this Agreement, provided notice of such termination is delivered to Seller within twenty (20) days following the date the City learns of the occurrence of such casualty- if the City fails to terminate this Agreement pursuant to the foregoing sentence within said twenty (20) day period, the City shall connplete the acquisition of the Parcel, in which case Seller shall assign to the City the interest of Seller in all insurance proceeds relating to such damage (subject to the rights of tenants under leases of the Parcel). Seller shall consult with the City regarding any proposed settlement with the insurer mid the City shall have the reasonable right of approval thereof. tttv#NM4 v9 -14- Illl�ll�IIll�lflll III I+IIIIIIII�I�I IIIIIIII�II+IIII 10125?15 of 2000A Seller shall hold such proceeds until the Closing. In the event this Agreement is terminated for any reason, the City shall have no right to any insurance proceeds. 18. MISCP_.T..hANEOUS. 18.1 Possession. Possession of the Parcel shall be delivered to the City at the close, provided that if for any reason construction of die Parking Structure will not commence immediately after such closing, Seller shall,through a lease with the City, retain possession with the right to use and maintain the Parcel for panting after delivery of title and until commencement of construction, without liability to City, until City gives written notice of the date of actual commencement of construction, which dare shall then be the date of transfer of possession. 18.2 No Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or Indirectly, interested, in violation of any State statute or regulation. The Seller warrants that it has not paid or given and will not pay or give any third patty, other than Seller's real estate broker, any money or other consideration for obtaining this Agreement 18.3 Assiprnnent. Neither party shall have the right to assign this Agreement or any interest or right hereunder without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the City and Seller and their respective heirs,personal representatives, successors and assigns. The Seller shall have the right to sell the Village Pub Property and assign the rights and obligations under the Agreement to its purchaser. 18.4 Attorneys' Pces. Tn any action bezwecn the parties hereto, seeking enforcement of any of the terms acid provisions of this Agreement, or in connection with the Parcel, the prevailing party in such action shall be entitled, to have and to recover from the other party its reasonable attortney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 18.5 Notices. Any notice which either party may desire to give to the other party must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the parry to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: IRV A188I4 v9 -15_ III I IIIIII IIIII III IIIII IIIII II III I III II III III 1a�f�16�{ '2 2 90� (q R To Seller: Mr. Mathew Talala 266 So, Pali Canyon Dr. Aa - fir , CA0226?_. To The City: Palm Springs Redevelopment Agency 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attention: Executive Director Copy To: Buxke, Williams&Sorensen,LLP 18301 Von 1Sarman Avenue Suite 1050 Irvine, CA 92612 Attn: David J. Ale shire,Esq. 18.6 lntet retation: Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neutral gender and the singular or plural nuuxber shall each be deemed to include the others wherever and whenever the context so dictates. 18.7 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, 18.8 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrumen[or endorsement thereon and in each such instance executed on behalf of each party hereto_ I8.9 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be. held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or IRV 91 Ez14 v9 -16- I��III IIIIII�II��I II�II�II�IIIfI I��I�I I�I��I�II I�I�Ilr to 2 5� 04 0S QA 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. 18.10 Mcrger of Prior Anreements 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 to contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. 18.11 No Withholding Because Non-Poreiga Seller. Seller represents and warrants to the City that Seller is not, and as of the Closing will not be, a foreign person within the meaning of Internal Revenuc Code Section 1445 or an out-of- state seller under California Revenue and Tax Code Section 18662 and that it will deliver to the City on or before the Closing a non-foreign affidavit on standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE, 18.12 Execution is Counterparts. This Agreement may be excouted 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. [SIGNATURE PAGE TO FOLLOW] ncvtti88tav9 -17- 1llflll 111111111111111 II I 11111111111111111111111111 r�,��0 za0o"a 0MR IN WITNESS WHEREOF, the panties hereto have executed this Agreement for Purchase and Sale of Real Property and Instructions as of the date set forth above. "SELLER" Mr. MATHEW TALALA for C.H.LC.,LLC B . Its: "CITY" CITY OF PALM SPRINGS, a municipal corporate ity Clerk By: Its: [Mayor] (City Manager] .APPROVED AS TO FORM: BURKE, WILLIAMS & SORENSEN, LLP �bavid -A- shire City Attorney IRV ff IS$14 v9 IIIIII IIIII�II�III�I�I IIIIIIIIII IIII �I IIII n�re0�e©F£s�eeR CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT __ �:T�s:£,,,�^�.v.;,(,`.z'J�_<:+.,'. :�>.: n-'-..=rh:.;:l.�a^ram:� .� i �...C�. t.•��:F.Y .;�,�,e..��n�:�v 1{' State of Callfornia I(; County of � I u o S i S{ P !�I �\ (` II p BI �� On Oct C� 6, C�� V�i—before me,�l71111Y@t� ;1 • 1ti11Ct�3 CsV5 ��t19(L K-6U 1I C I� oAc J��ane lnlod011ia�f�o "+ant bH•rvoury Puelej A f personally appeared i �''A o V;cy {J,..z l Q i C_�ci . -Sn t eQ 1 5 >I G(personally known to me a I�> .9-Igrovcrl^lcrTTe�on-the-l7asi5--pi-satlsfaotory- '� 4,f evldance , ;ll A zJIN11i1rA.NIC}iOl9 to be the person(�s) whose name' j arch I' I(� QWoCommhsion t 1457823 Klb9Crlbed to the within instrument and cam.0pkmMcry21.2006 ryabry Public-CG6foriai acknowledged to me that he/sl�eyv executedRiveawaCounlV the same in -his/her/ffiej authorized capacity Des , and that by hisAreL/them al IY; signature`on the instrument the persoq'[��r jl i� the entity upon behalf of which the Dersor 's� acted, executed the instrument. t� WITNESS my hand and official se�4 �D I[� I 6ionlmv of rvolary Pueou ).� ( )I OPTIONAL I;a Though fhe Informslem bolow is not regolrod by taw,it may prove valuably to persona mlying on Ilia documcni and could provow I ' fraudulent removal and reeffachmenr of this form m another documorll, 9 Description of Attached Document ,D 4, Title or Type of Documenk q v' CI<� )"D!" ��;Y'l_ka 5e ck nd SQ�c OT ear rroloc"-ty Document Date: 't4 fir"! ��� �.J Number of Pages:. u f Signor(s)Other Than Named Above;j%cAhkLul TR- V i •�. '{PS{•i t u' I Capacity(i,es) Claimed by Signer 5 Signer'sNama:Bm- udEp1 [xsVicl i V:= 'n �Q ❑ Individual ((�� a ^ lop of numb Pert )' hi Fz,rC Corporate Officer`Tdlc(s): tir ❑ Partner—❑Llmtled ❑General I 1i IFS ❑ Attorney-in-Fact }I 121 ❑ TNS[ee �� 7?' p Guardian or Conservator i)I ❑ Other, I r ( t�l Signer Is Representing:_ 7ti v C_1 CV {'i �tlVti PP S]i"1 O, '� t�1 T It r� Ib �..•':.::i."'.v j•>d��.u�'-:u::,:c - .:L'.=«=('-w\rC'.:c;_ :�F�t;.. � ,...'�,'::�=dV,_G^C=Tr-`i`�.,:--`.-'S;.cf._->'•.1.;;�Jl 01H9p Nnnow NOLVy Annndylbn•99500n Solo Avo PO pox NO2-n m:.h CA 91J1J 24C3•wwn'naLonnlpolnry pig P..J No SCm nneWu c,19 -Prei 1-E11Q,9713 62tl I III ��I I II I!I I I I��III 11 I I�11 I III II �� tnrzs 20 s OCR