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HomeMy WebLinkAbout00487C - MAIN STREET FOOD COURT LLC OWNER PARTICIPATION AGR DOC # 2007-0111195 02/16/2007 08:00P Fee:NC CERTIFICATE OF COMPLETION Page 1 of 4 Recorded in Offi"al Records County of Riverside Larry W. Ward FREE RECORDING REQUESTED BY IIIIIIIIIIIIIIIIIIIllllCounty llIIII�IIIIIIIIIIIIIIIIIIIIIN AND WHEN RECORDED RETURN TO: PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 3200 E.Tahquitz Canyon Way 5 R I U I PAGE SIZE I DA I MISC I LCING1 RFD I COPY Palm Springs, Califomia 92262 y a, Aft E-xerAAW-0`irecl�odr M A L 1 N465 1 426 PCOR i\J�COR 35MF NCHG EXAM y.d CERTIFICATE OF COMPLETION WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated aova,- 1`t , 2007, by and between THE COMMUNITY F801 REDEVELOPMENT AGENCY OP THE CITY OF PALM SPRINGS (hereinafter referred to as "Agency"), and Main Street Food Court, LLC, (hereinafter referred to as "Participant"), Participant has redeveloped the real property (the "Site"), legally described on Exhibit 1 attached hereto and incorporated herein by reference, according to the terms and conditions of said Agreement; and WHEREAS, pursuant to Section 3.7 of the Agreement, promptly after completion of all construction work to be completed by Participant upon the Site, and upon request by Participant, Agency shall furnish Participant with a Certificate of Completion in such form as to permit it to be recorded in the Official Records of the County of Riverside; and WHEREAS, the issuance by Agency of the Certificate of Completion shall be conclusive evidence that Participant has complied with the terms of the Agreement pertaining to the redevelopment of the Site; and WHEREAS, Participant has requested that Agency fumish Participant with the Certificate of Completion; and WHEREAS, Agency has conclusively determined that the redevelopment of the Site has been satisfactorily completed as required by the Agreement; and WHEREAS, the Agreement provided for certain covenants to run with the land, which covenants were incorporated in a Declaration of Covenants, Conditions and Restrictions (the "Declaration"); NOW, THEREFORE.- 1, As provided in the Agreement, Agency does hereby certify that redevelopment of the Site has been fully and satisfactorily performed and completed, and that such redevelopment is in full compliance with said Agreement- 2- This Certificate shall not constitute evidence of Participant's compliance with the Declaration, the provisions of which shall continue to run with the land. 3- This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Participant to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Site, or any part thereof. Nothing contained herein shall modify in any way any other provision of said Agreement. 4. This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093. 5- Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein. IN WITNESS WHEREOF, Agency has executed this Certificate as of this 6-ro day of Faevr-rl� 200 7. "AGENCY" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ATTEST: By: � Executive Direc or APPROVED AS TO FORM: Agency f-ounsel IIII I II III IIII I I I II I IIII (IIII III III 1 IIII IIII een©e2 e£18s3aea CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss- County of ! � �5!✓ On (iefore me, i+ yd'l:�c rT• �G�ItF�. �ll ✓✓q !v�b�iC_ Name and Title of Officer(e.g. 'Jano'0oe Notary Pubfi ) personally appeared l�µ�[UG •� L : l/dfJ ,_ r� S �jG'�r�S��7 , Name(e)of sign,,(,) ;E rpersonally known to me L'7 praved-tcme-oLttkte_basisIIfsatsfasta3ceuidepce to be the person(s) whose name(s) is re subscribed CYNIHUI A.BERARDI to the wit in instrument and acknowledged to me that Ocommkston X 1646899 he/shece a executed the same In his/her/�th_eh Notary AAAC-COAlornla authorized capacity(ies), and that by his/herA.` J- Riversm county [ signature(s) on the instrument the person(s), or the lcorr""'rapkwFeett•2om[ entity upon behalf of which the person(s) acted, executed the instrument. WITNESS hand and official seal. Place Notary Seat Above v ` Signaluro of Notary Public OPTIONAL. Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document,, Title or Type of Document: Curl%/. �"'— %'y��r.����!=•I r Document Date: 0.t-e-(/o�_ t rGr' / _ Number of Pages: ?IL!���: _J Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s)/ Signer's Name: !,u Signer's Name: Tat,tA _s ✓ y`=f��G ❑ Individual ❑ Individual ❑ Corporate Off icer—Title(s): ❑ Corporate Officer—Tftle(s): ❑ Partner—❑ Limited ❑ General --- 7 Partner—rl Limited ❑ General El Attorney In Fact mP of thuinu I nra LJ Attorney in Fact top of mama Here LJ Trustee LJ Trustee ❑ Guardian or Consery atpr ❑ Guardian or Conservator 17..Other: czar § Other: rJ4;(S�v;,1" �Cll'l��rcrn Signer Is /Representin :�n gw:.�+ ,-•r n t Signer Is Represen ing: I�wti � IY�Z1f.y4�:n_— .�r�1 Lt• ,I•t �._G�L�C-r,� �r m 2004 National Notary Asebtiah,n•0350 fie Solo Avp.,Pp.Box 2402•Ch'n;:wonh CA 91313-2402 Item No Bain Reorder.Call 70-Free 1-600-876-G827 II I II II II I I I I I III II II II I III 08 2 83 of f6900R Attachment 1 LEGAL DESCRIPTION OF SITE THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AS MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOT 5, BLOCK 23 OF PALM SPRINGS, AS RECORDED IN MAP BOOK 9, AT PAGE 432, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 5, THENCE N 890-50'00" E ALONG THE NORTH LINE OF SAID LOT 5, A DISTANCE OF 128.75 FEET; THENCE LEAVING SAID NORTH LINE, S 00 08'-00" E A DISTANCE OF 100.00 FEET; THENCE N 890-50'-00" E A DISTANCE OF 128.75 FEET TO THE EASTERLY LINE OF SAID LOT 5; THE. FOLLOWING THREE COURSES BEING ALONG THE EASTERLY, SOUTHERLY AND WESTERLY LINES OF SAID LOT 5; THENCE S 000-08'-00" E A DISTANCE OF 50.00 FEET,- THENCE S 890-50'-00"W A DISTANCE OF 257.50 FEET; THENCE N 000-08'-00" W A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING I IIIIII IIIIIII IIIII IIIII II IIIIIIII IIIII III IIIII � eoa�� s4 48aRIIII IN f M1 IOWNER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT ("Agreement") is entered into this day of t 00 2088 by and between the COMMUNITY REDEVELOPMENT AGENCY OF T CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, whose offices are located at 3200 East Tahquitz Canyon Way, Palm Springs, California 92262 ("Agency") and Main Street Food Court, LLC, whose offices are located at 121 So. Palm Canyon, Suite 216, Palm Springs, California, 92262 ("Participant"). The Agency and the Participant hereby agree as follows; 1. DEFINITIONS. 1.1. CC&Rs. The term "CC&Rs" shall mean that certain Declaration of Covenants, Conditions recorded on the Property dated June 12, 1997, by and between the Agency, Vincent J. Pirozzi and Karen M. Pirozzi Trustees of the Pirozzi Family Trust and the City. 1.2 Exchange Agreement. The term "Exchange Agreement" shall mean that certain Exchange Agreement and Joint Escrow Instructions between the Agency and the Pirozzi Family Trust dated May 27, 1997. 1.3_ Cam. The term "City" shall mean the CITY OF PALM SPRINGS, a chartered municipal corporation, having its offices at 3200 East Tahquitz Canyon Way, Palm Springs, California 92262. 1.4. Executive Director. The term "Executive Director" shall mean the Executive Director of Agency. 1.5. Proiect. The term "Project" shall mean the project to be performed by the Participant upon the Site more particularly described on Exhibit "B" attached hereto and incorporated herein by reference. 1.6. Redevelopment Plan. The term "Redevelopment Plan" shall mean the Redevelopment Plan for the Palm Springs Central Business Redevelopment Project Area ("Project Area") as adopted by Ordinance No. 952 of the City Council of City on July 11, 1973, as amended from time to time. A copy of the Redevelopment Plan is on file in the office of the City Cleric of the City_ The Redevelopment Plan is incorporated herein by this reference and made a part hereof as though fully set forth herein. 1.7. Schedule of Performance. The term "Schedule of Performance" shall mean that certain Schedule attached hereto as Exhibit "C" and incorporated herein by reference. 1.8. Site or Property. The term "Site" or "Property" shall mean that certain real property owned by Participant located on North Palm Canyon Drive in the City of Palm Springs, State of California, more particularly described on Exhibit "A" attached hereto and incorporated herein by reference. ©RtGRq L S0 AND/OR AGRL`E'TWV'T 1003/012126343.02 2. PURPOSE OF AGREEMENT. The purpose of this Agreement is to complete the requirements of the Exchange Agreement and CC&Rs and to effectuate the Redevelopment Plan for the Project Area by rehabilitating the Site within the Project Area- The rehabilitation of the Site, which is located within the Project Area, and the fulfillment generally of this Agreement are in the best interests of the City and the welfare of its residents and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and regulations, under which the Project has been undertaken and is being assisted_ 3. CONSTRUCTION OF THE PROJECT. 3 1 Plans and Specifications. The Participant shall construct the Project upon the Site in accordance with construction drawings, working specifications and related documents that have been submitted to and approved by the Agency in advance and in writing according to the description in Exhibit"B 3.2. Permits. Before commencement of construction of the Project, Participant shall obtain any and all permits and approvals which may be required by the City or any other governmental agency with jurisdiction. 3.3 Governmental Approvals. Notwithstanding anything herein contained to the contrary, it is expressly understood by the parties hereto that the Agency makes no representations or warranties with respect to the approvals required by any other governmental entity or with respect to approvals hereinafter required from the City or the Agency. The Agency reserves full police power authority over the Project and the Participant acknowledges that the City retains such full police power as well. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to such items nor to guarantee that such approvals or permits will be issued within any particular time or with or without any particular conditions. 3.4. Costs of Construction. The cost of constructing the Project shall be borne by the Participant. 3.5. Construction Schedule. Participant shall submit the construction drawings, working specifications and related documents for approval by the Agency on or before the date set forth in the Schedule of Performance. Construction of the Project shall commence on or before the date set forth in the Schedule of Performance and shall be completed within the time set forth in the Schedule of Performance except as mutually agreed in writing by Participant and Agency. The Project shall be deemed complete upon the issuance of a Certificate of Completion as provided in Section 3.8, or upon notification to the Participant by the Agency's Director of Community Development that rehabilitation of the Project is complete, whichever occurs first. 3.6. Right of Access. Representatives of Agency and City shall have the reasonable right of access to the Site during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed. 3.7. Nondiscrimination During Construction. Participant, for itself and its successors and assigns, agrees that during the rehabilitation of the Project, Participant will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin. _2_ 1003/0IM6343.02 3.8. Certificate of Completion. Upon written request by Participant, and upon satisfactory completion of the Project, Agency shall issue to Participant a Certificate of Completion. The Certificate of Completion shall be, and shall so state, a conclusive determination of satisfactory completion of the Project required by this Agreement, and a full compliance with the terms of this Agreement relating to commencement and completion of the Project. After the date Participant is entitled to issuance of the Certificate of Completion, and notwithstanding any other provision of this Agreement to the contrary, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of any such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by the covenants that survive the issuance of the Certificate of Completion, as set forth in the CC&RS. The Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093. 3.9 Insurance and Indemnification. (a) Insurance. Prior to the commencement of any construction by Participant of the Project, Participant or its contractor for the work hereunder, shall procure and maintain in a form and content satisfactory to Agency, during the entire term of construction, the following policies of insurance: (i) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than either (i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) or (ii) bodily injury limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per person, ONE MILLION DOLLARS ($1,000,000.00) per occurrence and ONE MILLION DOLLARS ($1,000,000.00) products and completed operations and property damage limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per occurrence and ONE MILLION DOLLARS ($1,000,000.00) in the aggregate. (ii) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Participant, Agency and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Participant in the course of carrying out the work or services contemplated in this Agreement. (in) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $250,000.00 per person and $500,000.00 per occurrence and property damage liability limits of $100,000.00 per occurrence and $250,000.00 in the aggregate or (ii) combined single limit liability of $500,000.00. Said policy shall include coverage for owned, non-owned, leased and hired cars. (iv) Builder's Risk Insurance. A policy of "builder's risk" insurance covering the full replacement value of all of the improvements to be constructed by Participant pursuant to this Agreement. All of the above policies of insurance shall be primary insurance and shall name Agency, City, and their officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against Agency, City, and their officers, employees and agents and their respective insurers. All of said policies of insurance shall -3- 10031012/26343.02 provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to Agency and City. In the event any of said policies of insurance are cancelled, the Participant or its contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Executive Director. No work or services under this Agreement shall commence until the Participant has provided Agency with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of insurance or binders are approved by Agency. The policies of insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. Participant shall provide in all contracts with contractors, subcontractors, architects and engineers that said contractor, subcontractor or engineer shall maintain the policies of insurance required to be maintained pursuant to this Section. The Participant agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which the Participant may be held responsible for the payment of damages to any persons or property resulting from the Participant's activities or the activities of any person or persons for which the Participant is otherwise responsible. (b) Indemnification. During the period of construction of any of the improvements pursuant to this Agreement and until such time as is issued a Certificate of Completion for the Project, Participant agrees to and shall indemnify and hold the Agency and the City harmless from and against all liability, loss, damage, cost or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by the acts done thereon or any errors or omissions of the Participant or its agents, servants, employees or contractors. 4. USE OF THE SITE. 4.1. No Inconsistent Uses. Participant covenants and agrees that it shall not devote the Site to uses inconsistent with the Redevelopment Plan, the applicable zoning restrictions, this Agreement or the CC&Rs. 4.2 CC&Rs, The CC&Rs shall continue in full force and effect with the exception that this OPA shall satisfy the requirement for an OPA at the time of the property development. 5. ENFORCEMENT. 5.1 Events of Default. In the event either party defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of thirty (30) days after written notice thereof shall have been given by the non-defaulting party, or, in the event said default cannot be cured within said time period, the defaulting party has failed to commence to cure such default within said thirty -4- 10031012/26343.02 (30) days and diligently prosecute said cure to completion, then the non-defaulting party shall declare an event of default to have occurred hereunder. 5.2. Remedies. In addition to any other rights or remedies that may be available and subject to the requirements of Section 5.1 above, either party to this Agreement may institute a legal or equitable action to cure, correct or remedy any default, to recover damages for any default or to obtain any other remedy consistent with the purposes of this Agreement. If either party defaults hereunder by failing to perform any of its obligations herein, each party agrees that the other shall be entitled to the judicial remedy of specific performance, and each party agrees (subject to its reserve right to contest whether in fact a default does exist) not to challenge or contest the appropriateness of such remedy_ In this regard, Participant specifically acknowledges that Agency is entering into this Agreement for the purpose of assisting in the redevelopment of the Site and not for the purpose of enabling Participant to speculate with land. 5.3. No Waiver. Waiver by either party of the performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered a waiver of any other covenant, condition or promise. Waiver by either party of the time for performing any act shall not constitute a waiver of time for performing any other act or an identical act required to be performed at a later time. The delay or forbearance by either party in exercising any remedy or right as to any default shall not operate as a waiver of any other default or of any rights or remedies or to deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 5.4. Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another party. 5.5. Attorneys' Fees. In the event of litigation between the parties arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs and expenses incurred in addition to whatever other relief to which it may be entitled. 6. MISCELLANEOUS. 6.1, Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 6.2. Notices. Formal notices, demands, and communications between Agency, City and Participant shall be sufficiently given if personally delivered or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth above_ All notices shall be deemed to be received as of the earlier of actual receipt by the addressee thereof or the expiration of forty-eight (48) hours after depositing in the United States Postal System in the manner described in this Section. 6.3 Conflicts of Interest. No member, official, or employee of Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his _5_ 1003/012/26343,02 personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. 6.4. Nonliability of Agency Officials and Employees. No member, official, employee, or consultant of Agency or City shall be personally liable to Participant, or any successor in interest of Participant, in the event of any default or breach by Agency or for any amount which may become due to Participant or to its successor, or on any obligations under the terms of this Agreement. 6.5. Maintenance of Books and Records. [RESERVED]. 6.6. 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. 6.7. Assurances to Act in Good Faith. Agency and Participant agree to execute all documents and instruments and to take all action and shall use their best efforts to accomplish the purposes of this Agreement. Agency and Participant shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval. 6.8. Seyerability- Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law_ If, however, any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. -6- 1003/012/26343.02 IN WITNESS WHEREOF the Agency and Participant have executed this Agreement as of the date first written above. "AGENCY" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic =Al7EST: By. su By Secretary 01`z Z/ Z Ba7 . ;...r APPROVED AS TO FORM: �V WOOD SP DLIN $MART, LLP I Agency ounsel "PARTICIPANT' STEVE LYL By-, Its: A By: Its: _7_ 1003/012/26343.02 EXHIBIT"A" LEGAL DESCRIPTION OF THE SITE THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AS MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOT 5, BLOCK 23 OF PALM SPRINGS, AS RECORDED IN MAP BOOK 9, AT PAGE 432, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 5, THENCE N 890-50'00" E ALONG THE NORTH LINE OF SAID LOT 5, A DISTANCE OF 128.75 FEET; THENCE LEAVING SAID NORTH LINE, S 00`-08'-00" E A DISTANCE OF 100.00 FEET; THENCE N 890 50'-00" E A DISTANCE OF 128.75 FEET TO THE EASTERLY LINE OF SAID LOT 5; THE FOLLOWING THREE COURSES BEING ALONG THE EASTERLY, SOUTHERLY AND WESTERLY LINES OF SAID LOT 5; THENCE S 00 08'-00" E A DISTANCE OF 50.00 FEET; THENCE S 890-50'-00"W A DISTANCE OF 257.50 FEET; THENCE N 000-08'-00" W A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING EXHIBIT "A" TO OWNER PARTICIPATION AGREEMENT Page 1 of l 1003/012/26343.02 EXHIBIT"B" DESCRIPTION OF PROJECT 1. OPEN FOR LANDSCAPING (- INDICATES PALM TREE); 2. LOW WALL (30" HIGH); 3. WATER FEATURE (FULL HEIGHT OF WALL 10'-0"); 4. ICE CREAM OR COFFEE KIOSK (GLASS FROM COUNTER TOP TO CEILING, PASS THRU WINDOW TO OUTSIDE); 5. DECORATIVE COLUMNS THAT PENETRATE ROOF (POSSIBLY INTERNALLY ILLUMINATED); 6. ROOF OVERHANG WITH DECORATIVE FASCIA; 7. PALM TREES PENETRATE ROOF OVERHANG,- 8- INTERIOR DECORATIVE SOFFIT/FASCIA; 9. TENANT SIGNS SUSPENDED FROM SOFFIT, ANGLED FOR MAXIMUM VIEW; 10. NEUTRAL PIERS, DECORATIVE, POSSIBLY INTERNALLY ILLUMINATED; 11. DECORATIVE WALL FEATURE, SIGN ELEMENT; AND 12, MULTI-COLORED PATIO SURFACE. EXHIBIT "B" TO OWNER PARTICIPATION AGREEIv1ENI' Page 1 of I 1003/012J26343.02 EXHIBIT C SCHEDULE OF PERFORMANCE Description Date 1. Participant to submit plans and On or before March 31, 2004. drawings for the project 2. Participant to secure all government On or before September 1, 2004_ approvals related to the Project 3. Participant to commence construction Within sixty (60) days of approvals. of Project 4. Participant to complete construction Within 360 days of commencement. of the Project EXHIBIT "C" TO OWNER PARTICIPATION AGREEMENT Page I of I 1003/012/26343.02 EXHIBIT D CERTIFICATE OF COMPLETION FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 3200 E.Tahquitz Canyon Way Palm Springs,California 92262 Attn: Executive Director (Space Above This Line For Recorders Office Use On(y) CERTIFICATE OF COMPLETION WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement") dated , 2006, by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (hereinafter referred to as "Agency"), and Main Street Food Court, LLC, (hereinafter referred to as "Participant"), Participant has redeveloped the real property (the "Site"), legally described on Exhibit f attached hereto and incorporated herein by reference, according to the terms and conditions of said Agreement; and WHEREAS, pursuant to Section 3.7 of the Agreement, promptly after completion of all construction work to be completed by Participant upon the Site, and upon request by Participant, Agency shall furnish Participant with a Certificate of Completion in such form as to permit it to be recorded in the Official Records of the County of Riverside; and WHEREAS, the issuance by Agency of the Certificate of Completion shall be conclusive evidence that Participant has complied with the terms of the Agreement pertaining to the redevelopment of the Site; and WHEREAS, Participant has requested that Agency furnish Participant with the Certificate of Completion; and WHEREAS, Agency has conclusively determined that the redevelopment of the Site has been satisfactorily completed as required by the Agreement; and WHEREAS, the Agreement provided for certain covenants to run with the land, which covenants were incorporated in a Declaration of Covenants, Conditions and Restrictions (the "Declaration"); EXHIBIT "D" TO OWNER PARTICIPATION AGREEMENT Page 1 of 3 1003/012/26343.02 NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that redevelopment of the Site has been fully and satisfactorily performed and completed, and that such redevelopment is in full compliance with said Agreement. 2_ This Certificate shall not constitute evidence of Participant's compliance with the Declaration, the provisions of which shall continue to run with the land. 3. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Participant to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Site, or any park thereof. Nothing contained herein shall modify in any way any other provision of said Agreement. 4. This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093. 5. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein. IN WITNESS WHEREOF, Agency has executed this Certificate as of this _ day of , 200— THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By Executive Director EXMIT "D" TO OWNER PARTICIPATION AGREEMENT Page 2 of 3 1003/012 6343.02 Attachment 1 to EXHIBIT D LEGAL DESCRIPTION OF SITE THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AS MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOT 5, BLOCK 23 OF PALM SPRINGS, AS RECORDED IN MAP BOOK 9, AT PAGE 432, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 5, THENCE N 890-50'00" E ALONG THE NORTH LINE OF SAID LOT 5, A DISTANCE OF 128.75 FEET; THENCE LEAVING SAID NORTH LINE, S 00°-08'-00" E A DISTANCE OF 100.00 FEET; THENCE N 890-50'-00" E A DISTANCE OF 128.75 FEET TO THE EASTERLY LINE OF SAID LOT 5; THE FOLLOWING THREE COURSES BEING ALONG THE EASTERLY, SOUTHERLY AND WESTERLY LINES OF SAID LOT 5; THENCE S 000-08'-00 E A DISTANCE OF 50.00 FEET; THENCE S 890-50'-00"W A DISTANCE OF 257.50 FEET; THENCE N 000-08'-00" W A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING EXHIBIT "D" TO OWNER PARTICIPATION AGREEMENT Page 3 of 3 1003/01M6343.02 DOC ss 2004.-08714M3 I 11/03/2004 08:00A Fee:NC Page 1 of 7 Recorded in Official Records I WHEN RECORDED,RETURN TO: county of Riverside I Gary L. . Orsol 2 Palm Springs i IIIIII I�IIII IIIIII III IIIIII Ill�Assessor. County r k & Recorder 30 T llh�ll III IIIII il�i I�ii 20 ahquliz Canyon Way P.O. Box 2743 Palm Springs, California 96663 Attn: City Clerk ry $ PACE SIZE CA POCR NCCOR EMF M1�SC 77 A R L CCPT 4OryC REPONC NCHC GRANT OF EASEMENT C FOR.VEHICULAR ACCESS EP This agreement (this "Agreement") is entered into as of 1 'G 2004 by and between MAIN STREET FOOD COURT, LLC, a California limited liability company ("Parcel I Owner") and THE COMMUNITY RE-DEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Agency' and, together with Parcel Owner 1, "Parcel Owners"). RECITALS Each of the herein named parties is the owner in fee of that certain property described adjacent to its name below as follows: Parcel Owner Description of Parcel Main Street Food Court, LLC .29 acres more or less in a portion of Lot 5,Block 23 Map 9/Book 432 Map of Pahn Springs in the records of San Diego County, in the County of Riverside (APN 513 082 042) ("Parcel 1") Community .60 acres more or less in a portion of Lot 5, Block Redevelopment Agency 23 Map 9/Eook 432 Map of Palm Springs in the records of San Diego County, in the County of Riverside (APN 513 082 043) ("Agency Parcel") The Agency Parcel and Parcel 1 are adjoining properties and in order for trash collection vehicles to access the trash collection receptacle, or delivery vehicles or the general public to access the parking spaces or the loading zone located on Parcel 1, such vehicles must cross the Agency Parcel; and The parties hereto desire to allow such access to the Agency Parcel for the purposes of accessing the parking spaces located on Parcel 1, the trash collection receptacle or the loading zone located on Parcel 1; and 1 01003,000154498"04 • Agency, therefore, desires to grant this easement across the Agency Parcel solely for the purposes described herein_ NOW, THEREFORE, in consideration of the mutual promises, covenants, benefits, obligations and agreements set forth herein, the parties agree as follows: 1. Grant of Easement. Agency, as owner of the Agency Parcel does hereby grant and convey to Parcel 1 Owner a non-exclusive easement for ingress, egress and access, over, upon and across the Agency Parcel for (a) trash collection vehicles to access the trash collection receptacle located on Parcel 1, (b) the general public to access the seven (7) parking spaces located on Parcel 1 and (c) delivery vehicles to access the loading zone located on Parcel l ("the "Easement"). The Easement granted herein shall be appurtenant to the Agency Parcel. I Nonexclusive ,Easement. The Easement is nonexclusive and the Agency hereby reserves and retains the right to make any use of the land underlying the Easement, provided however, that such use shall not interfere unreasonably with the use and enjoyment of the Easement. 3. Benefit of Easement. The Easement granted herein is for the benefit of Parcel 1 Owner, its successors and assigns. 4. Commencement of Easement. The Easement rights contained herein shall commence upon recordation of this Agreement in the Official Records of the County of Riverside. 5. Duration of Easement. The ,Easement shall continue for so long as Parcel 1 Owner shall use the Easement for the purposes stated in Section 1 hereof. 6, Maintenance, Repair and Taxes. The maintenance, repair and payment of any real property taxes and assessments relating to the Easement granted herein shall be borne by the Agency, as owner in fee of the Agency Parcel. 7. Permitted Use. Parcel 1 Owner shall use or permit the use of the .Easement solely for the purposes stated in Section 1 hereof. 8. Successors and Assigns. This Agreement, including the grant of Easement and all rights and duties of the parties, shall run with the land and inure to the benefit of and be binding upon the heirs, successors and assigns of the parties hereto. 9. Indemnity, Parcel 1 Owner agrees to defend and hold the Agency harmless from all claims, damages, and liabilities, including reasonable attorneys' fees and costs of suit, resulting from any actual or alleged accident, injury, loss or damage whatsoever occasioned to any person or the properly of any person as shall occur on the Agency Parcel by reason of the Easement granted herein. 10. Transfer and Assilmment. The parties hereto shall not assign, transfer, convey or delegate any of their rights and duties in respect to the Easement property or under this agreement, except as part of the assignment, transfer or conveyance of the property to which the 2 I IIIIII IIIII1 IIIIII III III1I1 I111 111,111 111 11,11 1111 1111 1,2004 0S71�e23�o n i nnzmnn i nanoQ ne Easement property is appurtenant. Any other attempted assignment of such Easement property or such rights and duties of the parties, whether voluntary or involuntary or by operation of law, shall be void and of no effect. Nothing contained in this Agreement does, or shall be construed to, limit in any way the right and ability of the parties to transfer, sell or encumber their respective properties. 11. Miscellaneous Provisions. (a) There are no representations, warranties or other agreements between the parties as to the matters described in this Agreement except as expressly stated herein, and this Agreement fully states the agreement of the parties as to such matters. (b) No change, amendment, alteration or revision of this Agreement shall be valid unless in writing and signed by the parties hereto. (c) In any action or proceeding between the parties to enforce any provision hereof; the party prevailing shall be entitled to reasonable attorney's fees in addition to such other relief. (d) Except as otherwise provided herein, all covenants, agreements and representations will survive the execution of this Agreement and any conveyances, transfers and deliveries contemplated herein. (e,) This agreement shall be interpreted, enforced and governed by the laws of the State of California_ 12. Representations of Ag_enc . Agency represents that as of the effective date hereof (a) it is the owner of the Agency Parcel, (b) it has the authority to enter into this Agreement and (c) this agreement is a valid and binding obligation of the Agency_ n�nllfl/Mm/'1ddOR nA I IIIIII IIIIII IIII`I III IIIIII II'I I1IIlll 111 11111 Jill Jill 1 LB3e20A4 08;RMA 13. Agena Parcel Subject to the Easement. The ,agency Parcel which is subject to the Easement granted herein is described on Exhibit A hereto and by this reference incorporated herein. Dated: THE COMMUNITY REDEVELOPEMENT AGENCY OF THE CITY OF PALM SPRINGS est: ,� p B By: Name. c` en Name: RoU O E tl Title: Title: 5; y4C P_MAAO — Dated: Oct 14 2aa MAIN SIRE 'FO C URT, LLC By: Name: Title: M4ry1;f611k4 IylAm5t lZ 4 m nnnrnnn i nnaau na CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Kt-\) "S1 e. 55. County of t � PO � t' On DC.+oloey- ILA, acog before me, Yte 1 NO`�OxU r�lxJ��G Nw Name and n111 11 Of0c11(0 9 anu Ooc Notary Publld) personally appeared Nam9(ef of Sipnorya) �d'proved to me on the basis of satisfactory ev1ldence to be the person(a) whose name(s) is/era 4MP ROVNEY subscribed to the within instrument and Corr Mbdon#1348457 tt acknowledged to me that he/alsp/they executed �a Nokuyhigic-Copfomla RNWrside County g the same in his!#terkheir authorized MyComm.Elg7tesMdr26,2:6 capacity(ien), and that by his/Merkkcir signature(s) on the instrument the person(e), or the entity upon behalf of which the person(o acted, executed the instrument. WITNESS my hand and official seal. Slpnmum of Notary Publk OPTIONAL Though the Information below 1s not required by law,it may prove valuable to persons rolying on the document and could prevent fraudulent removal and reattachment of this tone to another document. Description of Attached Document Title or Type of 1)ocumme_nt:I IfJ�r-O_h_�f t�� Document Date:— oc),obe 1' ig F acio 7l Number of Pages: 5— Signer(s) Other Than Named Above: s�n`rty� ICaV mid f- Capacity(ies) Claimed by Signer Signer's Name: +fie L4 1e_ ❑ Individual Top of MUM here Corporate Officer—Title(s): ❑ Partner—0 Limited 0 General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator• .k7 Other:: Signer Is Representing: lV� �l�CC.C'1 �(j"L_1F1��� LL-C- PO eox2402-Chatwod0 CAM1a•x402-.m .Ilammwarymp Rod No 5007 e0am0P Cell Toll•Fmo 1.000-070-09e7 IIIIII IIIIII IIIIII ill IIIIII IIII IIIIIII III IIIII IIII Illt t t�e a aea4 ea?eeR CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Countyof {`.-ty ers ' d P (ss. On OCI Ol7e1� �I 70eLbeforeme,SlVdt�t� (� ty'tehofs N� otary �bjir Dmv -��� '' 1 Nsmv vnd Tllu vl ONmpr(a A "Juno Doe, mary Publlcl personally appeared s7 r! tl�7 a n d Prier i l i a Q n d e rs Namn(9)of 5ignoryaf . gpersonally known to me r' prcusa fpJpp .,m fhe has;�^rory -eV{dence, AgIFIA NCHOIS to be the person sO whose names fs are Corm iltsmn#1467823 subscribed to the within instrument and NogryMAW-CMOMu acknowledged to me that /the executed RMeakleCou* the same in WFthe authorized *CoffmBomMay21,200A capacityfe and that by 1 is,'he(D signatureN on the instrument the persons, or the entity upon behalf.of which the person@s acted, executed the instrument. W TNESS my hand and official seal Sigmwreo NvtaryP 'dw OPTIONAL Though the information below is not required by law,a may prove valuable to ps=ns relying on the document and could prevent emudulent removal and reattachment of thrs form to another document. Description of Attached Document Title or Type ofDocumentl(y-ctnt pi l-Ctsefry! eiit For VeVl'ir",J(ar A ce-s Document Date: I Number of Pages: Signer(s) Other Than Named Above! Capacity(ies) Claimed by Signer Signer's Name:r�)C o n_ �e r1 a r\J B ter j c 'I a A -so—Act-5 ❑ Individual IY-k 1 Top of thumb here �Corporate Officcr—Tftle(s): �r Ynr l I-WI lty Zl00 e 1 ❑ Partner-0 Limited 0 General e C. / ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: n Signer Is Representing:_I�,, l_OIM W117 N i�� P l7 P d iYf P hr lehc o fke Cit o ( rin s 01e5e Nnllonel No�ry A9bociaAon•935�Do Safo Ads..P.0 I'Ax 2AOe•Cn�lewvM Ca 91311:do"•wnw.nmlonBlnolary org prop No 6507 nooNor Cell Toll-Fmo 1-80M7980S 111111 Jill 111111111111111 Jill Jill ,,A004-087p423Aa 1 EX1 IBF A DESCRIPTION OF AGENCY PARCEL .60 acres more or less in a portion of Lot 5, Block 23 Map 9/Book 432 Map of Palm Springs in the records of San Diego County, in the County of Riverside (APN 513 082 043) 01003ib001134498.04 5 I IIIIII�IIIII IIIIII III IIII�I III (IIIIII III 111111111(III ..2�0��0��1��[�.,..