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A4502 - ADAMO DOWNTOWN PARKING STRUCT PURCHASE SALE PROPERTY
DOC # 2014-0282805 07/28/2014 04:06P Fee:NC Page 1 of 8 • Recorded in official Records Recording Requested by and ) County of Riverside When Recorded Return to: ) Larry W. Ward Assessor, County clerk & Recorder i IIIIII IIIIIII III IIIII IIIIIIIIIII IIIIII III IIIII IIII IIII City of Palm Springs ) 3200 TahqSprings, Canyon Way ) O Palm Springs, CA 92262 ) SIN:OFFce oP c' S R I U I PAGE SIZE I DA I MISC LONG RFD COPY 8 M A L 465 426 PCOR NCOR SMF CH EXAM� T: CTY UNI 0 02 Exempt from Recording Fees Gov. Code § 27383 802 AMENDMENT NO. 1 TO A PURCHASE AND SALE AGREEMENT between CITY OF PALM SPRINGS, a municipal corporation, and THOMAS A. AND EILEEN C. ADAMO AMENDMENT NO. 1 TO A PURCHASE AND SALE AGREEMENT This AMENDMENT NO. 1 TO A PURCHASE AND SALE AGREEMENT (the "Amendment") is entered into by and between the CITY OF PALM SPRINGS, a municipal corporation (the "City") and Thomas A. and Eileen C. Adamo ("Owners"). The City and the Owner are sometimes referred to herein, individually, as "Party" and, collectively, as "Parties". This Amendment shall become effective on the date that all of the following are true (1) it has been approved by the City Council and executed by City; and (2) it has been duly recorded in Official Records of Riverside County, California. RECITALS A. On or around June 3, 2002, the Parties approved a Purchase and Sale Agreement ("Agreement") for the purpose of facilitating the construction of a public Downtown p Parking Structure. The Property was acquired using eminent domain. N 0� N n, ��� B. Section 4.2 of the Purchase and Sale Agreement states that in consideration of the Parties' Payment of the Assessment and the Sale of the Parcel, the Aloe People Property and the Fisherman's Property will be provided sixteen (16) reserved parking spaces, which are to be provided on the City's surface parking lot adjacent to the Fisherman's Property. (Exhibit A). C. In 2003, the Owners reacquired 550 square feet of property that was purchased by the City as part of the acquisition for the structure at the appraised value of $13,600. D. In addition to the appraised value for the parcel, the Owners also were required to pay the legal fees required to prepare the documents described above; because of the special nature of the legal work because the property was part of the underlying security for the bond issue that financed the parking structure, which meant all the underlying bond sale documents needed to be amended as part of the transaction, the legal costs were approximately equal to the fair market value of the land, in excess of the normal repurchase provision included in eminent domain actions. E. On May 24, 2012, Fisherman's was granted a Land Use Permit (LUP) by the Director of Planning for the full 146 seat restaurant (76 indoor seats and 70 outdoor seats), plus outdoor entertainment. The LUP acknowledges that Fisherman's was granted 16 parking spaces in the surface lot and 6 spaces on the top level of the parking structure. F. In May, 2013, the applicant received a Land Use Permit to add the former Aloe People retail space to the operation and finally build out the 550 square foot "Release Parcel" with a stage and a dance floor, removing the current wall at the rear of the patio and connecting the outdoor space in the middle of the buildings. The full seat count would be 196 (76 indoor seats and 120 outdoor seats). This action requires and additional six (6) off-street parking spaces. 2 G. The payment of an in-lieu parking fee must me made prior to the issuance of a building permit for the expanded patio space, per Section 93.06.00.13.8 of the Zoning Code, unless otherwise approved by the City. H. The Parties therefore desire to Amendment the Purchase and Sale Agreement to add "twelve (12) unreserved parking spaces on the upper level of the parking structure." NOW, THEREFORE, IT IS HEREBY AGREED by the Parties hereto: 1 . The Parties hereby agree that the above recitals are true and correct and such recitals are incorporated herein as if rewritten. 0 �m m .. 2. Section 4.2 of the Agreement is modified to read as follows: N a " Q m O N N 4.2 Specific Allotment of Reserved Parking to Seller's Property. l n 0 The Fisherman's Property, including the former Aloe People Property and the 550 square foot "Release Parcel" acquired from the City on July 30, 2003, will be provided sixteen (16) reserved parking spaces on the City's j surface parking lot adjacent to the Fisherman's Property, and the non- exclusive use of twelve (12) parking spaces on the top level of the Downtown Parking Structure as depicted in "Parking Restriction Plan," (Exhibit B). IN WITNESS HEREOF, the Parties have executed this Agreement on the date(s) set forth below. C [Signatures on following pages] 3 11CIw" "OWNER" CITY OF PALM SPRINGS, a municipal THOMAS A. ADAMO AND corporation EILEEN C. ADAMO a By.n m m mm David H. Ready Thomas A. Adamo m City Manager m° NN ll /1 Date: I 'd f Date: ATTEST: C_ By. eR_._ a lerk Eileen C. Adamo APPROVED AS TO LEGAL FORM: Date:�io�o2e APPROVED BY CITY OI NCIL 4Atftt Zl a 191y9 1y a wt�n.f.1 4 State of California ) )ss. County of Riverside ) On July 28, 2014 before me, Carrie Rovnev Notary Public Date Name and Title of Officer personally appeared-------------------Thomas A. Adamo and Eileen C. Adamo---------------------; 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 heAshe/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. w v N0� m I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing n y paragraph is true and correct. ,y N f� a WITNESS my hand and official seal CABBIE IMMEY Commfetiod#2072072407 U Notary Fume•Calffornia z Riverside Cawft uv Caron Et ira Jun22 2018+ p_ nature of Notary Public ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) County of Riverside ) ss. City of Palm Springs ) On July 17, 2014, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. 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 the official seal of the City of Palm Springs, California, this 17th day of July, 2014. �Ot 9ALM sP �L c V 4 f4ybrry`ei cq IF04N,P Signature: Pity THOMPSON, CITY CLERK ity of Palm Springs, California Title or Type of Document:Amendment No. 1 To A Purchase and Sale Agreement Thomas A. and Eileen C. Adamo II IIIIII I I IIII I I II III IIIII II III 0 20 £BBBB/MO6P EXHIBIT "A" TO AMENDMENT NO. 1 TO A PURCHASE AND SALE AGREEMENT LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION OF BENEFITED (ADAMO) PARCEL: APN: 513-154-020& PORTION OF APN: 513-154-025 ALL THAT PORTION OF LOT 19 AND THAT PORTION OF LOT 20 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 19, THENCE SOUTH 890-52'-48" WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 000-0527"WEST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19 AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 890-52'-48" EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000-05'-27" EAST A DISTANCE OF 25.01 FEET; THENCE NORTH 890-52'-58" EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE NORTH 000-05'-38"WEST ALONG THE EAST LONE OF SAID LOTS 19 AND 20 A DISTANCE OF 70.01 FEET TO A POINT THAT IS 5.00 FEET SOUTHERLY OF THE NORTHEAST CORNER OF SAID LOT 20; THENCE SOUTH 890-52'-48" WEST, PARALLEL TO AND 5.00 FEET SOUTH MEASURED AT RIGHT ANGLES FROM THE NORTH LINE OF SAID LOT 20, A DISTANCE OF 145.33 FEET TO THE WEST LINE OF SAID LOT 20; THENCE SOUTH 000-05'-27' EAST ALONG SAID WEST LINE OF LOTS 20 A DISTANCE OF 45.00 FEET TO THE POINT OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. III I IIIIIII II II II IIII IIII I 14 II III III Hi IIII III 23 e a88agesF PAGE 2 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY LEGAL DESCRIPTION OF RESTRICTED PARCEL(PARKING STRUCTURE): ALL THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 13574 AS RECORDED IN PARCEL MAP BOOK 73 AT PAGE 52, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA AND ALL OF LOTS 17 AND 18 AND A PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 1, THENCE NORTH 000-05'-38"WEST ALONG THE EAST LINE OF SAID PARCEL 1 AND THE EAST LINE OF SAID LOTS 17, 18 AND 19 A DISTANCE OF 325.06 FEET; THENCE SOUTH 890-52'-48"WEST A DISTANCE OF 82.71 FEET; THENCE NORTH 000-05'-27"WEST A DISTANCE OF 25.01 FEET TO THE NORTH LINE OF SAID LOT 19; THENCE SOUTH 890-52'-48"WEST ALONG SAID NORTH LINE A DISTANCE OF 62.62 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 000-05'-27" EAST ALONG THE WEST LINE OF SAID LOTS 19,18 17 AND PORTION OF THE WESTERLY LINE OF SAID PARCEL 1 A DISTANCE OF 350.06 FEET TO THE SOUTH LINE OF SAID PARCEL 1; THENCE NORTH 890-53-07" EAST ALONG SAID SOUTH LINE A DISTANCE OF 145.35 FEET TO THE POINT OF BEGINNING, SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII FP/ 04R 4:N6P Thomasc& Eileen Adamo Purchase & Sale of Property AGREEMENT #4502 R20336, 5-15-02 AGREEMENT FOR PURCHASE AND SALL_ OF REAL PROPERTY THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND INSTRUCTIONS (this "Agreement") is made this,4 day of V _, 2002, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City"), and THOMAS A. ADAMO AND EILEEN C. ADAMO ("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 Arenas Road, and as more specifically shown as the "Site" on the "Site Plan" attached hereto as Exhibit B and incorporated herein by this reference. B. The parking improvements include reconstructing the surface parking to provide approximately thirty-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 for 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 currently being used for office and multi-family residential apartments, located in the City of Palm Springs, County of Riverside, bearing APN Number 513-154-026, consisting of approximately 3,563.25 square feet of unproved property, as more particularly shown in the "Parcel Map" as Parcel"E"in Exhibit"A," attached hereto and by this reference incorporated herein together with all improvements now or hereafter constructed thereon("Parcel E"). F. Seller is the current owner of real property and improvements commonly known as the "Aloe People," located in the City of Palm Springs, County of Riverside, bearing APN Number 513-154-025 (the "Aloe People Property"). The pertinent portion of the Aloe People Property that is being conveyed to the City for the purposes of this Project consists of approximately 1,565.5 square feet of improved property, as more particularly shown in the "Parcel Map" as Parcel "F" and as described in the "Legal Descriptions" attached hereto as Exhibit"A," and by this reference incorporated herein ("Parcel F"). IRV 819257 v5 _1_ r G. Additionally, Seller is the current owner of real property and improvements commonly known as the Fisherman's Market & Grille, located in the City of Palm Springs, County of Riverside, bearing APN number 513-154-004 (the "Fisherman's Property"). The Fisherman's Property has been assessed and in-lieu fees have been previously paid to the City with a current assessed value of $12,840.00 for parking improvements to benefit the Fisherman's Property. These sums paid for parking improvements to benefit the Fisherman's Property are referred to herein as the "Assessment." H. Collectively Parcels E and F are sometimes referred to herein as the "Parcel." Seller and any successor in interest to fee title to the Parcel shall sometimes be referred to herein as "Owner." I. 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. J. The Project will be developed in accordance with the schedule shown in the "Schedule of Performance" attached hereto as Exhibit E and incorporated herein by this reference. In the event City fails to commence constructing the Project pursuant to Section 3.4 or thereafter demolishes the Project, the Property will be restored to the owner without liability to either party, as specifically set forth under Section 3.4, below. K. 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 1. 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"). IRV#19257 v5 -2- 1 s 3. SCHEDULE OF PERFORMANCE. 3.1 Timing of Construction. The Project will be undertaken in accordance with the Schedule of Performance (Exhibit "B"). 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 designing the Parking Structure and awarding the contract may 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 to 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 with Section 10, so that the Project can be constructed in accordance with the terms set forth under Section 3.4, below. 3.2 Efforts to Minimize Business Disruption. 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 construction. 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 its 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 conformance with the timelines set forth in the Schedule (Exhibit "E„ 3.4 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, within sixty (60) days thereafter, this Agreement, including the Declaration, shall be automatically terminated and, if closing has occurred, City shall 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 IRV 919257 0 -3- 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. 4. COMPENSATION TO SELLER THROUGH ASSIGNMENT OF RESERVED PARKING SPACES. In consideration for the Parcel, the City agrees 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 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 Definition 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 Property. In consideration for the Assessment and for the Parcel, the Aloe People Property and the Fisherman's Property will be provided with sixteen(16) reserved parking spaces, which are to be provided on the City's surface parking lot adjacent to th as depicted in "Parking Restriction Plan," (Exhibit D). F-(Th e erM AM S 4.3 No Assignment of Rights. 19f oo rev 7T 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 parking space for the lessees and sublessees, business occupants and invitees of the Aloe People Property and the Fisherman's Property. 1RV#19257 v5 -4- 4.4 Restricted 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 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 future 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 right to consult other appraisers, attorneys and other advisors of Seller's choosing. In executing this Agreement, Seller waives the right 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 DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." With respect to the matters released hereunder, Seller waives and relinquishes any and all rights and benefits which they have or may have under Section 1542 of the Civil Code of the State of California. Seller acknowledges they are aware that it may hereafter discover facts in addition to or different than those which they now know or believe 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#19257 v5 -5- Notwithstanding the foregoing, the City shall pay for any necessary relocation expenses for Parcel E only as of the date of execution of this Agreement in accordance with California relocation law, including Government Code Sections 7260 et. seq., Title 25 of the California Code of Regulations, Sections 6000 et. seq., and any and all City of Palm Springs' guidelines and regulations enacted pursuant thereto. It is understood that this clause shall only apply to Seller. The relocation costs are estimated to not exceed twenty-five thousand dollars ($25,000) for Parcel E. 6. FINANCING AND ACQUISITION OF PARCELS. 6.1 Agreement Contingent on Financing. 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 condemn, 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 acquiring 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 are 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 3.4 shall apply. IRV#19257 v5 -6- 1 � 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. 8. PAYMENT OF PURCHASE PRICE. Parcel E is valued at one hundred twenty-four thousand six hundred ($124,600) dollars and Parcel F is valued at thirty-eight thousand seven hundred ($38,700) 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 3.4. 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 July 31, 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 County, 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, unless City has initiated condemnation on any parcel not subject to an acquisition agreement. IRV#19257 v5 _7_ 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 a 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 June 2002, but City is not able to commence construction of the Parking Structure, then City shall lease the Parcel to Seller for nominal rent with Seller responsible for all maintenance and liability until the City is prepared to commence construction of the Parking Structure, as provided in Section 18.1. 11. TITLE POLICY. 11.1 Approval of Title. 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. (a) 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 five (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 from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines or is deemed to have declined to remove such Disapproved Exception(s). (b) Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval IRV#19257 v5 _g_ 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. (c) Nothing to the contrary herein withstanding, the City shall be deemed to have automatically objected to all leases, deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Parcel, and Seller shall discharge any such non-permitted title matter of record prior to or concurrently with the Closing. 11.2 Title Policy. 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. 11.3 Encumbrances After 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 restoring 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 Scope of Due Diligence. The City shall have the right 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 farther have the right to make an examination of all licenses, permits, authorizations, approvals and governmental regulations which affect the Parcel, including zoning and land use issues and conditions imposed upon the Parcel by governmental agencies. IRV#19257 v5 _9_ ~ 12.3 Review of Documents. Upon the execution of this Agreement by both parties, Seller shall make 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 Investigation. (a) Subject to the conditions hereafter stated, Seller grants to the City, its agents and employees a limited license to enter upon any portion of the Parcel for the purpose of conducting engineering surveys, soil tests, investigations or other studies reasonably necessary 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 the 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 used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Parcel, 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 Hazardous Materials to or from, the Parcel. 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-Tanner Hazardous Substance Account Act), (iii) defined as "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and 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 11 thereof, (ix) designated as a "hazardous substances" pursuant to IRV#19257 v5 -10- ~ 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 seq. (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 sec. (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 governmental 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 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 State Water Resources Control Board, the California Environmental Protection Agency, the U.S. Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 12.7 Environmental Contingency. The Closing 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 contamination. 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 either parry 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 known by City to exist on the Parcel. Nothing herein waives any rights or causes of action City may have against any party for remediating the cost of any contamination not known to City and 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 remediation 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 IRV k19257 v5 -11- City's disapproval or deemed disapproval of said matters shall automatically terminate this Agreement. 13. CONDITIONS PRECEDENT 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. (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 Structure. (f) The City has entered acquisition agreements for all Parcels of the Site. (g) Delivery to the City of the instruments and funds, if any, accruing to the City pursuant to this Agreement. 13.2 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 any, accruing to the Seller pursuant to this Agreement. IRV 419257 v5 -12- � i h 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. (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 Parcel 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. (f) 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 CONVEYANCE. 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 IRV#19257 vs -13- 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 nondelinquent general 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 square feet of land assessed pursuant to the tax statement versus total gross square footage of the Parcel. 15.3 Payment of Costs. The City shall pay documentary 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 necessary 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 deems to be required to be disclosed to the Internal Revenue Service by such parry 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. IRV k 19257 0 -14- 17. RISK 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 complete 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 and the City shall have the reasonable right of approval thereof. 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. MISCELLANEOUS. 18.1 Possession. Possession of the Parcel shall be delivered to the City at the close, provided that if for any reason construction of the 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 parking 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 date 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 party, other than Seller's real estate broker, any money or other consideration for obtaining this Agreement. 18.3 Assignment. 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 Aloe People Property and the Fisherman's Property and assign the rights and obligations under the Agreement to its purchaser. IRV#19257 0 -15- � I 18.4 Attorneys' Fees. In any action between the parties hereto, seeking enforcement of any of the terms and 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 attorney'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 party 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: To Seller: Thomas and Eileen Adamo d F 47(02.7 S, 446u,vA U11/67 CATHOWAL CM71 C4 92- 23Y To The City: Palm Springs Redevelopment Agency 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attention: Executive Director Copy To: Burke, Williams & Sorensen, LLP 18301 Von Karman Avenue Suite 1050 Irvine, CA 92612 Attn: David J. Aleshire, Esq. 18.6 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neutral gender and the singular or plural number 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 IRV N 19257 v5 -16- 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 instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 18.9 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 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 Merger of Prior Agreements and Understandings. This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior 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-Foreign 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 Revenue 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 in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [Signature Page Follows:] IRV#19257 v5 -17- 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Purchase and Sale of Real Property and Instructions as of the date set forth above. "SELLER" Mr. THPjM. AS A. ADAIYIO; ?� By. Its: Ms. EILEEN C. ADAMO By: Its: "CITY" ATTEST: CITY OF PALM SPRINGS, a municipal corporation 0� , City Clerk By: APPROVED AS TO FORM: Its: [A ] [City Manager] BURKE, WILLIAMS & SORENSEN, LLP David J. fkteAre City Attorney IRV#19257 v5 -18- STATE OF CALIFORNIA ) ss. COUNTY OF ) On Ala cll G� boa z , before me, Notary Public, personally appeared ;nLil aL /a A "a n u /J Alm o e (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that helshe/they executed the same in hisAter/their authorized capacity(ies), and that by hisfher/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Public [SEAL] �f06�Ob��H+M1M WOM�N����1�ONiia * ••':.�:. ^ ., LAURA M. GARDNER Y COMM. #1262875 � � `� "°a NCTARYPUBLIC-CALIFCRNIA� -✓o; RIVERSIDECCUNTY ij MV#19281 vs -13- Arenas Road - --- I{ x• Muriel's X Supper Club X'" x X y' _1 __ 111= City f"aLkin"i Lot, K' Las Casuelas• x°� 5 Terraza > _ 0 � � •_; Benefited Property E/F7 :� Paglung 4 � i 1 .;; Structura'Prop�y a"• IS - �; «Restricted P.ancellE/F7 X4. Restricted Parcel D � (� y Benafitad Proparty .IL iI Ci y Restricted'Parcel 'C j`1 F i� - Jill X Benefited Property ' © Q 1 x X i ! ..� Phaa � ^ ^_ Benefited Props�eRy;FC B \ A Restricted Parcel A X &; �j i \,x ; —X X -a— :iu:;> <?r;zr"",.•, ;„ :: arking,Striicture 6penty, i Exhibit 'A: Parcel Map PARCEL "E", "F-1" & BENEFITED PARCEL LEGAL DESCRIPTION OF "E" & "F-1" RESTRICTED PARCEL: APN: 513-154-026 & PORTION OF APN: 513-154-025 ALL THAT PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY,CALIFORNIA,DESCRIBED AS FOLLOWS; BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 19,THENCE SOUTH 890-52'-58"WEST ALONG THE SOUTH LINE OF SAID LOT W A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 000-05'27"WEST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 890-52'48"EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000-05'-27"EAST A DISTANCE OF 25.01 FEET; THENCE SOUTH 890-52'48"EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE SOUTH 000-05-38"EAST ALONG THE EAST LINE OF SAID LOT 19 A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION LYING EASTERLY OF A LINE WHICH IS WESTERLY OF AND 50.00 FEET MEASURED AT RIGHT ANGLES FROM THE CENTER LINE OF EAST AVENUE (NOW KNOWN AS INDIAN CANYON DRIVE)AS CONVEYED TO THE CITY OF PALM SPRINGS BY DEED RECORDED JUNE 30, I966 AS INSTRUMENT N067758, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. LEGAL DESCRIPTION OF BENEFITED PARCEL: APN: 513-154-020 & PORTION OF APN: 513-154-025 ALL THAT PORTION OF LOT 19 AND THAT PORTION OF LOT 20 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN b [AP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY, CALIFORNIA,DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 19,THENCE SOUTH 890-52'-48"WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 000-05'27"WEST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19 AND THE TRUE,POINT OF BE, THENCE SOUTH 890-52'48"EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000-05'-27"EAST A DISTANCE OF 25.01 FEET; THENCE NORTH 890-52'-58"EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE NORTH 000-05'-38" WEST ALONG THE EAST LONE OF SAID LOTS 19 AND 20 A DISTANCE OF 70.01 FEET TO A POINT THAT IS 5.00 FEET SOUTHERLY OF THE NORTHEAST CORNER OF SAID LOT 20; PAGE LEGAL DESCRIPTION "E","F-1" AND BENEFITED PARCELS THENCE SOUTH 890-52'48"WEST,PARALLEL TO AND 5.00 FEET SOUTH MEASURED AT RIGHT ANGLES FROM THE NORTH LINE OF SAID LOT 20,A DISTANCE OF 145.33 FEET TO THE WEST LINE OF SAID LOT 20; THENCE SOUTH 00-05'-27"EAST ALONG SAID WEST LINE OF LOTS 20 A DISTANCE OF 45.00 FEET TO THE POINT OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. PREPAR D BY SA NB k �,SAN@ SG JO L. SANBORN PLS. 4146 Qeo �• 0q2 P- 01-22REFIBENPCL 02/26/02 �•l&1146 0 * EV.6-tea NT 9 PARKING STRUCTURE LEGAL DESCRIPTION: ALL THAT PORTION OF PARCEL 1 OF PARCEL MAP NO.13574 AS RECORDED IN PARCEL MAP BOOK 73 AT PAGE 52,RECORDS OF RIVERSIDE COUNTY, CALIFORNIA AND ALL OF LOTS 17 AND 18 AND A PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 1,THENCE NORTH 000-05'- 38"WEST ALONG THE EAST LINE OF SAID PARCEL 1 AND THE EAST LINE OF SAID LOTS 17, 18 AND 19 A DISTANCE OF 325.06 FEET;THENCE SOUTH 890-52'-48"WEST A DISTANCE OF 82.71 FEET; THENCE NORTH 000-05'-27" WEST A DISTANCE OF 25.01 FEET TO THE NORTH LINE OF SAID LOT 19; THENCE SOUTH 890-52'48" WEST ALONG SAID NORTH LINE A DISTANCE OF 62.62 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 000-05'-27"EAST ALONG THE WEST LINE OF SAID LOTS 19, 18 17 AND PORTION OF THE WESTERLY LINE OF SAID PARCEL 1 A DISTANCE OF 350.06 FEET TO THE SOUTH LINE OF SAID PARCEL 1; THENCE NORTH 890-53'-07"EAST ALONG SAID SOUTH LINE A DISTANCE OF 145.35 FEET TO THE POINT OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. PREPARED BY SANS A/B,I CV-11\L LA I L. SANBORNPLS. 4146 of 4.snNQo SG9 -228PK STRU 02/27/02 q? �• 9y G� �•LS4146 * EW.6.30 64 NT F 2 Arenas Ro ....... ad-� r url!"s Muriel's Lot Supper Club 0 City Parking Las Casuelas 16 P!!r,�1!19�I�Rcli�s.R#ile sud Terraza Tor AMM Fisherman's Market o t 0 Trash F&f I . . . . . on Service 0 c F ank —4 T Chop House/ E-Public- c - J The Dock Are - P 9 �k ar�dn C Q-11 11 Village Pub �-Structure -', X X ---------- ��Mb 2,96 C:uth Pa m nyon ''' E — M C X X �gn 0 . - Exhibit "B". Site Plan--- s s / s 1 1 / — 1 O I (D E O / — / O — Level 2 Plan Level 3 Plan Level 4 Plan _ City Parking Lot n Las Casuelas Teraza ❑ , ^° I. Car Tabulation and Building Area _ Levels SiartaUL2oro ifondiMD Tafal Areo Frank � 1` 1 I �V at Family 61� „N 6118y �d , c o- �, O TOP LEVEL 35 - 35 11,020 S.F. Trust Property ° -+> _-_ w e C LEVEL 3 127 - 121 37,656 S.F. t LEVEL 2 120 - 120 37,658 S.F. I R 9° GROUND LEVEL 92 11 103 37,658 S.F. Chop House/ Deck - I TOTAL 388 /1 379 123,994 S.F. �0 0 1g1 e ll. Parking Data Village b S PARKING STRUCTURE CAPACITY 379 STALLS W STALL WIDTH —STANDARD 9'-0" c 1 PARKING ANGLE 90' yi EFFICIENCY 327 S.F./STALL 296 South Palm Canyon y — I � i Barlsto Road Exhibit ttVtt. Level 7 Plan plan of Improvement F t , d 1 a 0 -- -- - - - ❑ c c c � � --z— m� � ! 16 Parking Lot Spaces 01 Reserved for �� O a { { Frank Family Trust Parcel LL rij i Service Drive �� --� R'S" 0 0 cE F1 ' m G'r 25 I Spaces Reserved for Zachary Franks Parcel ! 9 n�' ra saes (Chop House and The Deck) m : I I C mn 27 Spaces Reserved_ Q" d 37 Spaces Reserved for for Mathew Talala Parel 296 South Palm Canyon Drive PropertyJ 3 (Village°d llage Pub)mI P' C m o Fa UN a� 7 Indian Canyon Drive EXHIBIT "E" SCHEDULE OF PERFORMANCE Items of Performance Time for Performance 1. Start Site Topographic Base Map and As Soon As Possible Geoteclmical Report After Approval 2. Complete Topographic Base Map & Within Thirty (30) Geotechnical Report Days of Approval 3. Start Design-Build Scope Documents by As Soon As Possible A/E Team After Approval 4. Complete Design-Build Scope Document Within Sixty (60) Bid Package Days of Approval 5. Begin Bid Phase for Design Build Contractors As Soon As Possible After Execution 6. Complete Bid Phase and Award Design-Build Contract Within Sixty (60) Days of Execution 7. City obtains a Preliminary Title Report describing As Soon As Possible the state of title of the Parcel. After Execution 8. City provides the Title Notice to Seller Within Fifteen (15) Days of Receiving the Preliminary Title Report 9. Seller notifies the City that it accepts or declines Within Five (5) Days to remove Disapproved Exceptions, if any. of Receiving the City's Title Notice 10. Scheduled Date for Due Diligence Forty-Five(45) Days After Execution 11. Scheduled Date for Closing Sixty (60) Days After Execution 12. Begin Site Demolition and Constructi6n Phase June 2002 or June June 2003 13. Complete Site and Building Construction Phase November 14, 2002 or November 14, 2003 It is understood that the foregoing Schedule of Performance is subject to all of the terms and conditions set forth in the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern. Items marked for "Approval' are for illustrative and convenience purposes only and are not intended to supersede or modify the Agreement. Notwithstanding the foregoing, the City Manager shall have reasonable discretion to extend the terms provided within the Schedule of Performance to conform with the scheduling of the commencement of construction in either June 2002 or June 2003, as provided in the Agreement. IRV H 17577 v 1 _2_ EXHIBIT"E" TO PURCHASE AND SALE AGREEMENT FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: THE CITY OF PALM SPRINGS EXHIBIT "F" 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Attn: City Clerk (Space Above For Recorder's Use) AGREEMENT CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS THIS AGREEMENT CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS ("Agreement") is entered into this _ day of 2002, by and between THOMAS A. ADAMO and EILEEN C. ADAMO ("Owner") and the CITY OF PALM SPRINGS, a municipal corporation("City"). RECITALS A. Owner is the owner of certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as the "Aloe People," bearing APN Number 513-154-025 (the "Aloe People Property") and real property and improvements commonly known as the Fisherman's Market & Grille, located in the City of Palm Springs, County of Riverside, bearing APN number 513-154-004 (the "Fisherman's Property") (collectively the "Benefited Property"). The legal description of the Benefited Property is set forth in the "Legal Description" attached hereto as Exhibit "A" and is shown in the "Site Map" attached hereto as Exhibit`B",both of which exhibits are incorporated herein by this reference. B. The City is acquiring certain parcels of property to construct various parking improvements adjacent to the Benefited Property, including surface parking to provide approximately thirty-two (32) spaces and a three (3) level parking structure with approximately three hundred eighty(380) spaces (the"Parking Structure"). C. The Parking Structure is located on certain property described herein as the "Parking Structure Property." The legal description of the Parking Structure Property is set forth in Exhibit "A". The Parking Structure Property includes various parcels including parcels conveyed by Owner. One parcel conveyed by Owner is real property currently being used for office and multi-family residential apartments, located in the City of Palm Springs, County of Riverside, bearing APN Number 513-154-026, consisting of approximately 3,563.25 square feet of improved property, together with all improvements now or hereafter constructed thereon ("Parcel E"). Another parcel conveyed by Owner is a portion of the Aloe People Property consisting of approximately 1,565.5 square feet of improved property ("Parcel F"). Parcels E and F are legally described as the"Restricted Parcel"in Exhibit"A". IRV#19281 v5 -I- D. In exchange for the conveyance by Owner to City of the Restricted Parcel, the City has agreed, among other things, to record this Agreement reserving certain parking rights in the Parking Structure for the benefit of the Benefited Property, subject to certain obligations. NOW, THEREFORE, the parties declare, covenant and agree, by and for themselves, their heirs, executors and assigns, and all persons claiming under or through them that the Restricted Parcel shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, restrictions and obligations hereinafter set forth, subject to the obligations of the Owner of the Benefited Property to meet certain conditions as described herein. Q 1.0 Allocation of Reserved Parkin Spaces.00 �rM�,!� �p�Gr 74j Lo ��cfK Ta 1 In consideration for Xignated yance of the Restricted Parcel to City to develop the Parking Structure, and for the term in Section 9.1 below, the City agrees to allocate reserved parking within the to the Benefited Property as provided herein. The Benefited Property shall be provided with sixteen (16) reserved parking spaces (the "Reserved Spaces"), located as shown in the "Parking Restriction Plan" attached hereto as Exhibit C and incorporated herein by this reference. 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 Benefited Property and for the Owner, tenants, business occupants and invitees to the Benefited Property. No gates or other access mechanisms will be provided to further restrict parking access to reserved spaces other than the signs described above. Additionally, Owner or Owner's tenants or business occupants shall be permitted to employ parking attendants and valets in the Ferle� at their own expense to control access to or use of the Reserved P/1 Spaces for restricted valelt parking purposes. 1' 2.0 No Severance or A ignment of Reserved Parking Spaces. I The Reserved Spaces shall inure to the benefit of the Benefited Property only and for the owners, tenants business occupants and invitees thereto; provided, however, that Owner shall not sever or assign, the rights to the Reserved Spaces, which shall be deemed to run with and benefit the Benefited Property and run with and burden the Parking Structure Property pursuant to Section 9. 3.0 Restricted Parking and Zoning. 3.1 - Effect in Zoning It is agreed between the parties that the Reserved Spaces shall be considered towards meeting Owner's obligation to provide on-site parking spaces under the Palm Springs Zoning Ordinance. In determining future uses of the Benefited Property, the Reserved Spaces shall be counted as if they were still on-site spaces of the Benefited Property. 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 future tenants, or to deny uses with insufficient parking, but Owner shall be entitled to count Reserved Spaces provided in this Agreement as if they were on-site spaces. 1RV 819281 v5 -2- 3.2 Parking for Second Floor Expansion Owner intends to construct an eight hundred (800) square foot second floor addition on the Benefited Property for office space. Notwithstanding the provisions of Section 3.1 above, as consideration for the Restricted Parcel, City agrees that the Reserved Spaces shall be deemed sufficient to satisfy the parking requirements for such office space without any other parking restrictions, in lieu fees or other parking charges. 4.0 Obligations of City. 4.1 Condition of the Parking Structure. City shall maintain the Parking Structure in good working order, reasonable wear and tear excepted. The City, as owner of the Parking Structure, shall have the full and complete right to reconstruct, modify, rehabilitate, improve, change or alter the Parking Structure, even if such work should temporarily restrict access to parking spaces, provided that (i) City will give Owner reasonable prior notice of any such work, (ii) City will make all reasonable efforts to minimize the disruption to parking within the Parking Structure and adjoining businesses caused by such work during normal business hours,and(iii) City will not reduce the number of Reserved Spaces. 4.2 Trash. The City shall provide Owner with a reasonable site for trash disposal, as specifically set forth in the Site Map, attached hereto as Exhibit `B." The trash disposal area shall be accessible during normal business hours and Owner shall be responsible for all disposal fees and for the proper disposal of trash to keep the trash area clean and sanitary. The parties may enter into a separate agreement concerning the trash storage area. 5.0 Obligations of Owner. 5.1 Compliance with Applicable Laws. Owner shall comply with all ordinances,regulations and standards of the City applicable to the Benefited Property. 5.2 Notice to Tenants. Owner shall provide any proposed tenants of any portion of the Benefited Property with a copy of this Agreement and shall include in any lease agreement executed hereafter, a provision requiring tenant's compliance with the terms of this Agreement. 5.3 Insurance. The Owner shall procure and maintain, at its sole cost and expense, in a form and content reasonably satisfactory to City, during the entire term of this Agreement including any extension thereof, a policy of commercial general liability insurance written on a per occurrence basis for bodily injury and property damage including coverage for contractual liability, personal injury, broad form property damage, products and completed operations, providing coverage for Owner's employees, agents, and invitees use of the Reserved Spaces in the Parking Structure. The policies shall be considered primary and shall name the City of Palm Springs as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. Upon request by City's Risk Manager, Owner shall provide Risk Manager, with copies of such insurance coverage and shall make adjustments necessary to maintain appropriate coverage. IRV#19281 v5 -3- 6.0 Nondiscrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Benefited Property, or any part thereof, nor shall Owner, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Benefited Property, or any part thereof. 7.0 Indemnification. Each parry agrees to indemnify the other, its officers, and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the acts or omissions of said party, its agents, employees, subcontractors, or invitees hereunder, excluding such claims or liabilities arising from the sole negligence or willful misconduct of the other party. 8.0 Enforcement. 8.1 Default and Opportunity to Cure. Failure or delay by either parry to timely perform any covenant of this Agreement constitutes a default under this Agreement, but only if the parry who so fails or delays does not commence to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a notice specifying such failure or delay, and that party does not thereafter prosecute such cure, correction or remedy with diligence to completion. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, or imminent threat of personal injury, the injured parry may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 8.2 Remedies. A. General. Either party having complied with the provisions of Section 8.1 may institute action to cure, correct or remedy any default consistent with the proposes of this Agreement. The parties acknowledge and agree that any material violation of this Agreement is likely to result in immediate and irreparable harm for which monetary damages are likely to be inadequate. The parties further agree not to pursue legal damages one against the other, except as notices herein. B. Equitable Remedies. If either party defaults hereunder by failing to perform any of its obligations herein, each party agrees that the other shall be entitled to equitable remedies including the judicial remedy of specific performance and injunctive relief and each party agrees (subject to its reserved right to contest whether in fact a default does exist) IRV 919281 V5 -4- not to challenge or contest the appropriateness of such remedy. The parties further agree to take every action possible expedite legal review of such issues. C. No Termination. City expressly agrees that although this Agreement may terminate pursuant to Section 9.0, City may not terminate due to default by Owner, but in addition to all other remedies, shall have the remedies provided in subsection D of this Section. D. City Right to Perform Work. After giving notice pursuant to Section 8.1, and in lieu of judicial action pursuant to 8.2, City may correct any default through its employees, agents or contractors by performing any action required of Owner and may then charge Owner for its actual expenses for performing such work. Owner shall pay any such charges within thirty (30) days after receiving written notice thereof, and shall pay interest for late payment thereafter at the legal rate, provided that Owner may appeal the reasonableness or need for such charges to the City Council at a public meeting, and in the event such appeal is rejected, may contest charges judicially. 8.3 Law and Forum. The Laws of the State of California shall govem the interpretation and enforcement of this Agreement. Actions must be instituted and maintained in the Indio branch of the Superior Court of the County of Riverside, State of California, in any other appropriate court in that county, or in the Federal District Court in the Central District of California. 8.4 No Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a wavier. A party's consent to or approval of any act by the other party requiring the parry's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provisions of this Agreement. 8.5 Prevailing Party Attorneys' Fees. In any action between the parties seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to specific performance,injunctive or other relief, its reasonable costs and expenses,including attorneys' fees. 9.0 Term and Reversion. 9.1 Term. The covenants, conditions and restrictions contained in this Agreement shall remain in effect for a period of thirty(30)years from the date of this Agreement and shall thereafter automatically be extended for additional periods of five (5) years, unless prior to any such extension the City elects to terminate this Agreement by providing written notice to Owner. In addition, this Agreement shall terminate if the Parking Structure is destroyed, except as otherwise provided in Section 9.0. The covenants contained in Section 6.0 shall remain in effect for perpetuity. 9.2 Destruction, Closure and Replacement of Parking Structure on the Restricted Parcel. Should the Parking Structure be totally or substantially destroyed or IRV k19281 v5 _5_ permanently closed, either through peril or due to economic or functional obsolescence or other cause, City shall have no obligation to Owner to replace such Parking Structure. City shall determine within 180 days of such event, whether City intends to replace, restore or repair the Parking Structure or to permit reversion pursuant to Section 9.4, and shall promptly give Owner written notice of such determination. In the event the City decides to replace such Parking Structure, City shall do so with a substantially equivalent Parking Structure within one year of the destruction or closure of the Parking Structure, and shall provide an equivalent number of restricted parking spaces in the new structure to Owner as provided hereunder, and this Agreement shall continue in full force and effect. If City determines not to replace, restore or repair the Parking Structure, then this Agreement shall terminate immediately and the Restricted Parcel shall be restored to Owner pursuant to Section 9.4. In the event of destruction or closure as provided herein, until the Parking Structure is restored or replaced or reversion occurs under Section 9.4, City shall endeavor to provide restricted parking spaces to Owner on a pro rata basis with other owners,until the Parking Structure is replaced or restored to full operation. 9.3 Proceeds of Insurance or Condemnation. If during the term of this Agreement the Parking Structure is destroyed by insured peril or taken by the exercise of the power of eminent domain, Owner shall have no right to the receipt of the proceeds thereof, but shall be entitled to exercise its power of reverter as described in Section 9.4. It is expressly understood that this Agreement shall not be deemed an interest in real property. 9.4 Owner's Remedy of Reversion. In the event that the Parking Structure is demolished and not replaced pursuant to Section 9.2 and this Agreement is terminated, then the Restricted Parcel shall revert to the Owner of the Benefited Property, their heirs, successors and assigns. The parties shall cooperate in recording quitclaim deeds or other necessary documents for the City to convey the Restricted Parcel to Owner and to eliminate either party's interest in this Agreement. The Restricted Parcel shall be returned in a similar physical condition as conveyed, and free of all structures, improvements or conditions. 10.0 Covenants to Run With the Land. 10.1 Covenants Running With the Land. This Agreement is designed to create equitable servitudes and covenants appurtenant to the Restricted Parcel and running with the Benefited Property. The parties declare that the Restricted Parcel shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Benefited Property and the Restricted Parcel. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Restricted Parcel and shall be binding upon all persons having any right, title or interest in the Restricted Parcel, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of every portion of the Benefited Property and any interest therein; shall be binding upon City, its successors and assigns and successors in interest; City and Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land. City and Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Restricted Parcel by IRV#19281 v5 _6_ the citizens of the City and by furthering the health, safety, welfare and convenience of the residents of the City and the owners or tenants of the Benefited Property. 10.2 Agreement Between Owner and City. The parties hereby agree to hold, sell, and convey their respective parcels subject to the covenants, conditions, restrictions and reservations of this Agreement. The parties also grant each to the other the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Agreement against the other party and all persons having any right, title or interest to their respective parcel, or any part thereof, their heirs, successive owners and assigns. 10.3 No Mortgages. Owner may not pledge, encumber, secure or otherwise hypothecate any interest created by this Agreement, or any interest in the Restricted Parcel, for purposes of obtaining financing or for any other purpose. 11.0 Miscellaneous. 11.1 Modification. This Agreement may not be modified, terminated or rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside. 11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11.3 Severability. The invalidity of or inability to enforce any provision of this Agreement with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. 11.4 Notices. Any notice to be given under this Agreement shall be given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, at the following address: City: City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263 Attn: City Clerk With Copy to: Burke, Williams& Sorensen,LLP 18301 Von Karman Ave, Suite 1050 Irvine,CA 92612 Attn: David J. Aleshire,Esq. Owner: -PlejMA J + E/L6�fJ PARATAIM 4 �7Gy9 S• t.4FvM� �RIU� IRV 819281 v5 -7- With Copy to: !T0htf j F. . rI MC IE96 t C-SQ . 2,%is E Ha INrL C4io on+ plpy, 0yI P4_ M VA(Iv 6S. , e A tiG-I- - (0101 Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any party may change address for notice by giving written notice of such change to the other party. 11.5 Counterparts. This Agreement may be executed in any number of counterparts each of which shall be an original but all of which shall constitute one and the same document. 11.6 Authority to Sign. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. Mr. THOM . ADAMO By: 1 yrt Lr es r,.r/ Its: Ms. EILEEN C. ADAMnnO --.. By:�c�r�.=� Its: "Owner" [OWNER'S SIGNATURE MUST BE NOTARIZED] IRV 419281 v5 -8- ATTEST: CITY OF PALM SPRINGS, a municipal corporation By: By: City Clerk City Manager APPROVED AS TO FORM: RECOMMENDED: BURKE, WILLIAMS & SORENSEN, LLP By: David J. Aleshire, Director of Public Works City Attorney APPROVED AS TO OWNERSHIP AND LEGAL DESCRIPTION IRV 8I928I v5 -9- I F I.. Supper Club Torraza K RM ED) E� V I• Q - Restricted Parcel A I: b FA- c £ �� •4,. 0 . alt, .I PARCEL "E", "F-1" & BENEFITED PARCEL LEGAL DESCRIPTION OF"E" & "F-1" RESTRICTED PARCEL: APN: 513-154-026 & PORTION OF APN: 513-154-025 ALL THAT PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY,CALIFORNIA,DESCRIBED AS FOLLOWS; BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 19,THENCE SOUTH 890-52'-58"WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 000-05'27"WEST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 890-52'-48"EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000-05'-27"EAST A DISTANCE OF 25.01 FEET; THENCE SOUTH 890-52'48"EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE SOUTH 000-05-38"EAST ALONG THE EAST LINE OF SAID LOT 19 A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION LYING EASTERLY OF A LINE WHICH IS WESTERLY OF AND 50.00 FEET MEASURED AT RIGHT ANGLES FROM THE CENTER LINE OF EAST AVENUE (NOW KNOWN AS INDIAN CANYON DRIVE)AS CONVEYED TO THE CITY OF PALM SPRINGS BY DEED RECORDED JUNE 30, 1966 AS INSTRUMENT N067758,OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. LEGAL DESCRIPTION OF BENEFITED PARCEL: APN: 513-154-020 & PORTION OF APN: 513-154-025 ALL THAT PORTION OF LOT 19 AND THAT PORTION OF LOT 20 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY, CALIFORNIA,DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 19,THENCE SOUTH 890-52'48"WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 000-05'27"WEST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19 AND THE TRUE POINT OF BEGINNING; THENCE SOUTH 890-52'48"EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000-05'-27"EAST A DISTANCE OF 25.01 FEET; THENCE NORTH 890-52'-58"EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE NORTH 000-05'-38" WEST ALONG THE EAST LONE OF SAID LOTS 19 AND 20 A DISTANCE OF 70.01 FEET TO A POINT THAT IS 5.00 FEET SOUTHERLY OF THE NORTHEAST CORNER OF SAID LOT 20; PAGE 2 LEGAL DESCRIPTION "E","F-1"AND BENEFITED PARCELS THENCE SOUTH 890-52'-48"WEST,PARALLEL TO AND 5.00 FEET SOUTII MEASURED AT RIGHT ANGLES FROM THE NORTH LINE OF SAID LOT 20, A DISTANCE OF 145.33 FEET TO THE WEST LINE OF SAID LOT 20; THENCE SOUTH 00-05'-27"EAST ALONG SAID WEST LINE OF LOTS 20 A DISTANCE OF 45.00 FEET TO THE POINT OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD W ANY. PS A BY �oµW7L 70 j.V,S NBo,9 219 'P. 01-228EFIBENPCL 02/26/02 9.ES4146 # .6-3p� N� PARKING STRUCTURE LEGAL DESCRIPTION: ALL THAT PORTION OF PARCEL I OF PARCEL MAP NO.13574 AS RECORDED IN PARCEL MAP BOOK 73 AT PAGE 52,RECORDS OF RIVERSIDE COUNTY,CALIFORNIA AND ALL OF LOTS 17 AND 18 AND A PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 1,THENCE NORTH 000-05'- 38" WEST ALONG THE EAST LINE OF SAID PARCEL 1 AND THE EAST LINE OF SAID LOTS 17, 18 AND 19 A DISTANCE OF 325.06 FEET;THENCE SOUTH 890-52'48"WEST A DISTANCE OF 82.71 FEET; THENCE NORTH 000-05'-27" WEST A DISTANCE OF 25.01 FEET TO THE NORTH LINE OF SAID LOT 19; THENCE SOUTH 890-52'48"WEST ALONG SAID NORTH LINE A DISTANCE OF 62.62 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 000-05'-27"EAST ALONG THE WEST LINE OF SAID LOTS 19, 18 17 AND PORTION OF THE WESTERLY LINE OF SAID PARCEL 1 A DISTANCE OF 350.06 FEET TO THE SOUTH LINE OF SAID PARCEL 1; THENCE NORTH 890-53'-OT'EAST ALONG SAID SOUTH LINE A DISTANCE OF 145.35 FEET TO THE POINT OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. PREPARED BY SANJ3 A/E, C ��oNAO L,LVp J L. SANBORN PLS.4146 0�`� �,SAlye0 SGp -228PK STAU 0227/02 1S4146 9 • �'6.30-p4 1p t 9T�0F CAL150' � . Muriel's t1I, Supper Club r Las Casuelas 1 all - I! Terraza GIs ! ! ■ �: TRY ■ 14 Ce:Sli!J �• �y�y� Aloe People '�rs' Frank i Building Chop House/ F The Deck '•z :; IVillage Pub ,pr ��MNW I�wJ``L �vu.Y -�� _rY�`k +L.....1Gc.��••:•: mom C •Fr1 - ^� tax ,�33r 296 South rim Palm Canon [ I [L" ' 1 min� Y,•:`�� \ ►•: ►Ter i aa,r y,!�. ",.. .�-�,:rarr:p i - • ° 6 Parking Lot Spaces zaI Reserved for nk Family Trust Parcel 13 y d L 1111111� l4�•���~'�—/i� on Service Drive ED--Q-- Cc at .r� ■ I, • for Zac�ary Franks Parcel M AMC PAR"177 V� •� ' (Chop House and The Dock) // 1�ii i•�\\\\\\\ �"`� 1 •••1 +��+�•� �^i iiip+iii i`�:�i iO•i ii i+iii i i iil'ii5•1�I��:•ii•i��.�•�'•�~����'r���>•O'i�i a+ii+iiD•iii+ii i•Oiii•iii•3R�+ +Oiii+iiii+ii°Oi• +ii 0i:�i:��i�i�i���ii i'i`..+ii•�+i•Q=a+i+i%' � 'i 00.4�.����������+��������•��•�+���������������,�a.• n • • m! • ..••��:+.+���+-�:+����.�=��...��R�.nA.��.� .n•6�A��•..A��w.a.�_M7_�.�_,.��A_z:�L��.Nam_.�.;..�.-_�d��.�•�u.�:�•� � --i1ii 4: •Inian CanyonDrive OF PALM s H It�N City of Palm Springs David H. Ready, City Manager 3200 Tahquaz Canyon Way •Palm Springs,California 92262 /FO TEL (760)323-8201 •FAX:(760)323-8207 •Too (760)864-9527 May 2, 2002 Mr. Joseph L. Pagano, Owner Joe's World Famous Saloon 225 So. Indian Canyon P. O. Box 4688 Patin Springs, CA 92263 Re: City of Palm Springs vs. Adamo, et al Case No. INC 027836 Dear Mr. Pagano: The City Council is in receipt of your letter of April 25,2002 offering a comprehensive settlement of the above action,to include relocation benefits,leasehold value, goodwill,and all other elements for any and all of Owner's businesses on the site. The settlement would include the following elements: 1. Total Compensation is $300,000, payable one-half upon execution of the settlement agreement ("First Payment") and one-half upon performance of all terms of the agreement ("Second Payment"), including completion of moving all possessions off the site and delivery of unencumbered title to City. 2. Settlement Agreement will include a release of all right, title and interest. 3. Possession shall be delivered to City on or before June 1, 2002 ("Delivery of Possession Date"). 4. City will process a Conditional Use Permit(CUP) by the owner for relocation of the use to a legally permissible site within the City and waive the fees for the CUP. Waiver of the fees shall not imply any obligation to approve the use. The waiver shall be on a one-time basis. 5. The Saloon will be closed for business at the end of the business day on May 22, 2002 (Business Closing Date"). After that day,the sole activity which owner may conduct on the site shall be closing the business, winding up, packing, and moving. Post Office Box 2743 0 Palm Springs, California 92263-2743 Mr. Joseph L. Pagano May 2, 2002 Page 2 6. Owner may wish to conduct a going-out-of-business celebration,which should be conducted solely on the site, and shall be conducted on or before the date set forth above in subsection 5. City shall not participate in the event in any way, nor waive any applicable ordinances, regulations or fees, and Owner shall comply with all such ordinances or regulations. 7. Second Payment shall be held by City to assure Owner's compliance with all terms and conditions of this agreement. Examples of Owner's non-compliance with the terms would be as follows: in the event Owner fails to move by the Delivery of Possession Date, or remains in business after the Business Closing Date, or conducts a going-out-of-business celebration and City is authorized to take any action necessary to cause compliance with this agreement, including causing Owner's possessions to be removed from the property into storage, hiring agents to close the business, taking enforcement action to make any celebration at the site comply with the City's ordinances and regulations, or any other necessary action herein ("Necessary Compliance Action"). In the event the City is forced to take any Necessary Compliance Action,then City may deduct from the Second Payment any funds necessary to frilly reimburse City for the Rill costs of such Necessary Compliance Action,including consultants,movers,lawyers, law enforcement,storage,and other related expenses. City shall give Owner written notice of the basis for any deduction or set-off. Owner shall have the right to know the basis of and to challenge any deduction or set-off. 8. After the Date for Delivery of Possession,any property left on the site shall be deemed to be abandoned by Owner. City may sell any such property and retain the proceeds thereof,give such property to its contractors, or have such property destroyed, without any liability whatsoever to Owner. 9. If the Lessee or Owner agrees with the terms hereof,he shall so indicate by signing this letter in the space provided below and returning the letter to Mr. Jerry Ogburn within three (3) days of the date hereof. Thereafter, at City's expense, City shall prepare a comprehensive settlement agreement, including the terms hereof and dismissing the litigation with each party bearing its own costs. Very truly yours, I have read the above and hereby agree to the terms of this letter agreement. David H. Beady Joffe CityManager �.m. ph Pagano DHR:mme Date: rI J Joe's World Famous Saloon 255 So.Indian Canyon Phone:(760)325-9993 'leak P.O.Box 4688 Fax:(760)318-0319 Palm Springs,CA 92263 Cell:(760)408-1902 Email:willhidepagano@prodigy net April 25, 2002 Jerry Ogbum Redevelopment Director 109 So. Indian Canyon Palm Springs, CA 92262 Re: Settlement for Joe's World Famous Saloon Gentlemen; In reviewing the offer that Mr. Ogbum presented to me today, I have countered with the items listed below: 1.) Cash Payment of$285,000.00 (Two Hundred Eighty-Five Thousand Dollars), payable to Joseph L. Pagano, solely. 2.) The City will waive the C.U.P. fees for a new location when found in the City of Palm Springs. 3.) Waive all permits fees for Block Party to be held close to the closing of the Joe's Saloon and the ground breaking of the Parking Lot Structure. to be determined. Possibly Saturday, May 25, 2002 3._. -o bein Block Parry we would like to have at least two lanes of traffic closed and the parking lots adjacent to our establishment to be open for the use of this event. In return we will sign off on everything, drop all court proceedings. We will also be solely responsible for relocating my living quarters, office and the Business. Sincerely, <Joseph.L�ga o, Owner / Joe'S World Famous Saloon e .?SDI *e araing Requested.By 'tHIGAGO TITLE COMPANY DOC a 2002—Z I07SO 06/12/2002 08o00A Fee:NC Page 1 of 18 FREE RECORDING REQUESTED BY Recorded in official Records County of Riverside AND WHEN RECORDED MAIL TO: Gary L. orso Assessor, County Clerk d Recorder THE CITY OF PALM SPRINGS I 11P1 1111111111111 11� I III ��l 11111 II 3200 East Tahquitz Canyon Way Palm Springs, California 92262 M 5 U PAGE SIZE DA PCOR NOCOR I SMF MISC, Attn: City Clerk { A RH COPY LONG REFUND rvcHG eraM AGREEMENT CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS AG THIS AGREEMENT CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS ("Agreement") is entered into thisZ0 day of IU NEE 2002, by O and between THOMAS A. ADAMO and EILEEN C. ADAMO ("Owner") and the CITY OF PALM SPRINGS, a municipal corporation ("City"). RECITALS A. Owner is the owner of certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as the "Aloe People," bearing APN Number 513-154-025 (the "Aloe People Property") and real property and improvements commonly known as the Fisherman's Market & Grille, located in the City of Palm Springs, County of Riverside, bearing APN number 513-154-004 (the "Fisherman's Property") (collectively the "Benefited Property"). The legal description of the Benefited Property is set forth in the "Legal Description" attached hereto as Exhibit "A" and is shown in the "Site Map" attached hereto as Exhibit"B",both of which exhibits are incorporated herein by this reference. B. The City is acquiring certain parcels of property to construct various parking improvements adjacent to the Benefited Property, including surface parking to provide approximately thirty-two (32) spaces and a three (3) level parking structure with approximately three hundred eighty (380) spaces (the "Parking Structure"). C. The Parking Structure is located on certain property described herein as the "Parking Structure Property" The legal description of the Parking Structure Property is set forth in Exhibit "A". The Parking Structure Property includes various parcels including parcels conveyed by Owner. One parcel conveyed by Owner is real property currently being used for office and multi-family residential apartments, located in the City of Palm Springs, County of Riverside, bearing APN Number 513-154-026, consisting of approximately 3,563.25 square feet of improved property, together with all improvements now or hereafter constructed thereon ("Parcel E"). Another parcel conveyed by Owner is a portion of the Aloe People Property consisting of approximately 1,565.5 square feet of improved property ("Parcel F"). Parcels E and F are legally described as the"Restricted Parcel" in Exhibit"A". IRV#19281 vs -I- FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: THE CITY OF PALM SPRINGS 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Attn: City Clerk (Space Above For Recorder's Use) AGREEMENT CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS THIS AGREEMENT CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS ("Agreement") is entered into thisf day of J 2002, by and between THOMAS A. ADAMO and EILEEN C. ADAMO ("Owner") and the CITY OF PALM SPRINGS, a municipal corporation("City"). RECITALS A. Owner is the owner of certain real property located in the City of Palm Springs, County of Riverside, State of California, commonly known as the "Aloe People," bearing APN Number 513-154-025 (the "Aloe People Property") and real property and improvements commonly known as the Fisherman's Market & Grille, located in the City of Palm Springs, County of Riverside, bearing APN number 513-154-004 (the "Fisherman's Property") (collectively the "Benefited Property"). The legal description of the Benefited Property is set forth in the "Legal Description" attached hereto as Exhibit "A" and is shown in the "Site Map" attached hereto as Exhibit "B", both of which exhibits are incorporated herein by this reference. B. The City is acquiring certain parcels of property to construct various parking improvements adjacent to the Benefited Property, including surface parking to provide approximately thirty-two (32) spaces and a three (3) level parking structure with approximately three hundred eighty (380) spaces (the"Parking Structure"). C. The Parking Structure is located on certain property described herein as the "Parking Structure Property." The legal description of the Parking Structure Property is set forth in Exhibit "A". The Parking Structure Property includes various parcels including parcels conveyed by Owner. One parcel conveyed by Owner is real property currently being used for office and multi-family residential apartments, located in the City of Palm Springs, County of Riverside, bearing APN Number 513-154-026, consisting of approximately 3,563.25 square feet of improved property, together with all improvements now or hereafter constructed thereon ("Parcel E"). Another parcel conveyed by Owner is a portion of the Aloe People Property consisting of approximately 1,565.5 square feet of improved property ("Parcel F"). Parcels E and F are legally described as the "Restricted Parcel" in Exhibit"A". IRV#19281 v5 -I- D. In exchange for the conveyance by Owner to City of the Restricted Parcel, the City has agreed, among other things, to record this Agreement reserving certain parking rights in the Parking Structure for the benefit of the Benefited Property, subject to certain obligations. NOW, THEREFORE, the parties declare, covenant and agree, by and for themselves, their heirs, executors and assigns, and all persons claiming under or through them that the Restricted Parcel shall be held, transferred, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, restrictions and obligations hereinafter set forth, subject to the obligations of the Owner of the Benefited Property to meet certain conditions as described herein. ,'`" A 1.0 Allocation of Reserved Pa king Spaces,,., � T pAermA"4P �pd+GY f'j Loo otee�.s l 1� 1 In consideration for/conyance of the Restricted Parcel to City to develop the Parking Structure, and for the termated in Section 9.1 below, the City agrees to allocate reserved parking withi W, to the Benefited Property as provided herein. The Benefited Property shall be provided with sixteen (16) reserved parking spaces (the "Reserved Spaces"), located as shown in the "Parking Restriction Plan" attached hereto as Exhibit C and incorporated herein by this reference. 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 Benefited Property and for the Owner, tenants, business occupants and invitees to the Benefited Property. No gates or other access mechanisms will be provided to further restrict parking access to reserved spaces other than the signs described above. Additionally, Owner or Owner's tenants or business occupants shall be permitted to employ parking attendants and valets in the at their own expense to control access to or use of the Reserved���� Spaces for restricted o valet parking purposes. , C'F lot OL (A t G✓t � � � tnA+n S �! a y� 2.0 No Severance or A ignment of Reserved Parking Spaces. I The Reserved Spaces shall inure to the benefit of the Benefited Property only and for the owners, tenants business occupants and invitees thereto; provided, however, that Owner shall not sever or assign, the rights to the Reserved Spaces, which shall be deemed to run with and benefit the Benefited Property and run with and burden the Parking Structure Property pursuant to Section 9. 3.0 Restricted Parking and Zoning. 3.1 - Effect in Zoning It is agreed between the parties that the Reserved Spaces shall be considered towards meeting Owner's obligation to provide on-site parking spaces under the Palm Springs Zoning Ordinance. In determining future uses of the Benefited Property, the Reserved Spaces shall be counted as if they were still on-site spaces of the Benefited Property. 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 future tenants, or to deny uses with insufficient parking, but Owner shall be entitled to count Reserved Spaces provided in this Agreement as if they were on-site spaces. IRV#19281 v5 -2- ' 3.2 Parking for Second Floor Expansion Owner intends to construct an eight hundred (800) square foot second floor addition on the Benefited Property for office space. Notwithstanding the provisions of Section 3.1 above, as consideration for the Restricted Parcel, City agrees that the Reserved Spaces shall be deemed sufficient to satisfy the parking requirements for such office space without any other parking restrictions, in lieu fees or other parking charges. 4.0 Obligations of City. 4.1 Condition of the Parking Structure. City shall maintain the Parking Structure in good working order, reasonable wear and tear excepted. The City, as owner of the Parking Structure, shall have the full and complete right to reconstruct, modify, rehabilitate, improve, change or alter the Parking Structure, even if such work should temporarily restrict access to parking spaces, provided that (i) City will give Owner reasonable prior notice of any such work, (ii) City will make all reasonable efforts to minimize the disruption to parking within the Parking Structure and adjoining businesses caused by such work during normal business hours, and(iii) City will not reduce the number of Reserved Spaces. 4.2 Trash. The City shall provide Owner with a reasonable site for trash disposal, as specifically set forth in the Site Map, attached hereto as Exhibit `B." The trash disposal area shall be accessible during normal business hours and Owner shall be responsible for all disposal fees and for the proper disposal of trash to keep the trash area clean and sanitary. The parties may enter into a separate agreement concerning the trash storage area. 5.0 Obligations of Owner. 5.1 Compliance with Applicable Laws. Owner shall comply with all ordinances, regulations and standards of the City applicable to the Benefited Property. 5.2 Notice to Tenants. Owner shall provide any proposed tenants of any portion of the Benefited Property with a copy of this Agreement and shall include in any lease agreement executed hereafter, a provision requiring tenant's compliance with the terms of this Agreement. 5.3 Insurance. The Owner shall procure and maintain, at its sole cost and expense, in a form and content reasonably satisfactory to City, during the entire term of this Agreement including any extension thereof, a policy of commercial general liability insurance written on a per occurrence basis for bodily injury and property damage including coverage for contractual liability, personal injury, broad form property damage, products and completed operations, providing coverage for Owner's employees, agents, and invitees use of the Reserved Spaces in the Parking Structure. The policies shall be considered primary and shall name the City of Palm Springs as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. Upon request by City's Risk Manager, Owner shall provide Risk Manager, with copies of such insurance coverage and shall make adjustments necessary to maintain appropriate coverage. IRV#19281 v5 _3_ 6.0 Nondiscrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Benefited Property, or any part thereof, nor shall Owner, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Benefited Property, or any part thereof. 7.0 Indemnification. Each party agrees to indemnify the other, its officers, and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the acts or omissions of said party, its agents, employees, subcontractors, or invitees hereunder, excluding such claims or liabilities arising from the sole negligence or willful misconduct of the other party. 8.0 Enforcement. 8.1 Default and Opportunity to Cure. Failure or delay by either party to timely perform any covenant of this Agreement constitutes a default under this Agreement, but only if the party who so fails or delays does not commence to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a notice specifying such failure or delay, and that party does not thereafter prosecute such cure, correction or remedy with diligence to completion. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, or imminent threat of personal injury, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 8.2 Remedies. A. General. Either party having complied with the provisions of Section 8.1 may institute action to cure, correct or remedy any default consistent with the proposes of this Agreement. The parties acknowledge and agree that any material violation of this Agreement is likely to result in immediate and irreparable harm for which monetary damages are likely to be inadequate. The parties further agree not to pursue legal damages one against the other, except as notices herein. B. Equitable Remedies. If either party defaults hereunder by failing to perform any of its obligations herein, each party agrees that the other shall be entitled to equitable remedies including the judicial remedy of specific performance and injunctive relief and each party agrees (subject to its reserved right to contest whether in fact a default does exist) IRV 919281 vs _4_ not to challenge or contest the appropriateness of such remedy. The parties further agree to take every action possible expedite legal review of such issues. C. No Termination. City expressly agrees that although this Agreement may terminate pursuant to Section 9.0, City may not terminate due to default by Owner, but in addition to all other remedies, shall have the remedies provided in subsection D of this Section. D. City Right to Perform Work. After giving notice pursuant to Section 8.1, and in lieu of judicial action pursuant to 8.2, City may correct any default through its employees, agents or contractors by performing any action required of Owner and may then charge Owner for its actual expenses for performing such work. Owner shall pay any such charges within thirty (30) days after receiving written notice thereof, and shall pay interest for late payment thereafter at the legal rate, provided that Owner may appeal the reasonableness or need for such charges to the City Council at a public meeting, and in the event such appeal is rejected, may contest charges judicially. 8.3 Law and Forum. The Laws of the State of California shall govern the interpretation and enforcement of this Agreement. Actions must be instituted and maintained in the Indio branch of the Superior Court of the County of Riverside, State of California, in any other appropriate court in that county, or in the Federal District Court in the Central District of California. 8.4 No Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a wavier. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provisions of this Agreement. 8.5 Prevailing Party Attorneys' Fees. In any action between the parties seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to specific performance, injunctive or other relief, its reasonable costs and expenses, including attorneys' fees. 9.0 Term and Reversion. 9.1 Term. The covenants, conditions and restrictions contained in this Agreement shall remain in effect for a period of thirty (30) years from the date of this Agreement and shall thereafter automatically be extended for additional periods of five (5) years, unless prior to any such extension the City elects to terminate this Agreement by providing written notice to Owner. In addition, this Agreement shall terminate if the Parking Structure is destroyed, except as otherwise provided in Section 9.0. The covenants contained in Section 6.0 shall remain in effect for perpetuity. 9.2 Destruction, Closure and Replacement of Parking Structure on the Restricted Parcel. Should the Parking Structure be totally or substantially destroyed or IRV#19281 v5 _5_ permanently closed, either through peril or due to economic or functional obsolescence or other cause, City shall have no obligation to Owner to replace such Parking Structure. City shall determine within 180 days of such event, whether City intends to replace, restore or repair the Parking Structure or to permit reversion pursuant to Section 9.4, and shall promptly give Owner written notice of such determination. In the event the City decides to replace such Parking Structure, City shall do so with a substantially equivalent Parking Structure within one year of the destruction or closure of the Parking Structure, and shall provide an equivalent number of restricted parking spaces in the new structure to Owner as provided hereunder, and this Agreement shall continue in full force and effect. If City determines not to replace, restore or repair the Parking Structure, then this Agreement shall terminate immediately and the Restricted Parcel shall be restored to Owner pursuant to Section 9.4. In the event of destruction or closure as provided herein, until the Parking Structure is restored or replaced or reversion occurs under Section 9.4, City shall endeavor to provide restricted parking spaces to Owner on a pro rata basis with other owners, until the Parking Structure is replaced or restored to full operation. 9.3 Proceeds of Insurance or Condemnation. If during the term of this Agreement the Parking Structure is destroyed by insured peril or taken by the exercise of the power of eminent domain, Owner shall have no right to the receipt of the proceeds thereof, but shall be entitled to exercise its power of reverter as described in Section 9.4. It is expressly understood that this Agreement shall not be deemed an interest in real property. 9.4 Owner's Remedy of Reversion. In the event that the Parking Structure is demolished and not replaced pursuant to Section 9.2 and this Agreement is terminated, then the Restricted Parcel shall revert to the Owner of the Benefited Property, their heirs, successors and assigns. The parties shall cooperate in recording quitclaim deeds or other necessary documents for the City to convey the Restricted Parcel to Owner and to eliminate either party's interest in this Agreement. The Restricted Parcel shall be returned in a similar physical condition as conveyed, and free of all strictures, improvements or conditions. 10.0 Covenants to Run With the Land. 10.1 Covenants Running With the Land. This Agreement is designed to create equitable servitudes and covenants appurtenant to the Restricted Parcel and running with the Benefited Property. The parties declare that the Restricted Parcel shall be held, sold, conveyed, encumbered, hypothecated, leased, used, occupied and improved subject to the covenants, conditions, restrictions and equitable servitudes, all of which are for the purposes of uniformly enhancing or protecting the value, attractiveness and desirability of the Benefited Property and the Restricted Parcel. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth herein shall run with the Restricted Parcel and shall be binding upon all persons having any right, title or interest in the Restricted Parcel, or any part thereof, their heirs, successive owners and assigns; shall inure to the benefit of every portion of the Benefited Property and any interest therein; shall be binding upon City, its successors and assigns and successors in interest; City and Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land. City and Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Restricted Parcel by IRV#19281 v5 _6_ the citizens of the City and by furthering the health, safety, welfare and convenience of the residents of the City and the owners or tenants of the Benefited Property. 10.2 Agreement Between Owner and City. The parties hereby agree to hold, sell, and convey their respective parcels subject to the covenants, conditions, restrictions and reservations of this Agreement. The parties also grant each to the other the right and power to enforce the covenants, conditions, restrictions and reservations contained in this Agreement against the other party and all persons having any right, title or interest to their respective parcel, or any part thereof,their heirs, successive owners and assigns. 10.3 No Mortgages. Owner may not pledge, encumber, secure or otherwise hypothecate any interest created by this Agreement, or any interest in the Restricted Parcel, for purposes of obtaining financing or for any other purpose. 11.0 Miscellaneous. 11.1 Modification. This Agreement may not be modified, terminated or rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the parties hereto, their successors or assigns and duly recorded in the Office of the County Recorder, County of Riverside. 11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 11.3 Severability. The invalidity of or inability to enforce any provision of this Agreement with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. 11.4 Notices. Any notice to be given under this Agreement shall be given by personal delivery or by depositing the same in the United States Mail, certified or registered, postage prepaid, at the following address: City: City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263 Attn: City Clerk With Copy to: Burke, Williams & Sorensen, LLP 18301 Von Karman Ave, Suite 1050 Irvine, CA 92612 Attn: David J. Aleshire, Esq. _ "n Owner: — /d 14A J '# Ed FC—fJ 42l 4M 0 IRV 919281 v5 _7_ With Copy to: 1gFgf'Y F_ • f:A#M 8 E A6 , ESQ 2g1s E olN41MfL C"0ri k1A F�-I Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any party may change address for notice by giving written notice of such change to the other party. 11.5 Counterparts. This Agreement may be executed in any number of counterparts each of which shall be an original but all of which shall constitute one and the same document. 11.6 Authority to Sign. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. Mr. THOM-AS-A. ADAMO t`, /'P By. Its: Ms. EILEEN C. ADAMO By: Its: "Owner" [OWNER'S SIGNATURE MUST BE NOTARIZED] IRV#19281 v5 _8_ ATTEST: CITY OF PALM SPRINGS, a municipal corporation By: L&7:-a� j( j City Clerk City Manager APPROVED AS TO FORM: RECOMMENDED: BURKE, WILLIAMS� & SORENSEN, LLP n David leshire, birector of Public Works City Attorney APPROVED AS TO OWNERSHIP AND LEGAL DESCRIPTION IRV N19281 v5 -9- STATE OF CALIFORNIA ) ss. COUNTY OF ) On //i 2c G w o z , before me, Notary Public, personally appeared G i ,q I , ) a A)o /�FHf/ L`, /�/J Aln c personally-known-to-me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) rsfare subscribed to the within instrument and acknowledged to me that he%he/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. Witness my hand and official seal. Aolary Public [SEAL] :.o.,.qa��•ao-a:r.n.a„^.;.,atix�samae�.�.��.;,,.e¢N.o_, ° `. LAURA M. GARDNER S COMM. #1262875 n NOTARY PUBLIC-CALIFORNIA� U RIVERSIDE COUNTY My Comm.Exp.May 19,2004 .vsaev+=reo3e e•�+;omatwoea woveaosevv�Yev IRV#19281 V5 -13- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 State of �° (iz I a r✓ i a County of N I I, r, m On .�� yre ' Qoo ' before me, ���It1t � (a ��li )��r� ��( �s •bt'�e ih °a,t� DATE NAME,TITLE OF OFFICER-E.G.,'IrANE DOE,NOTARY PUBLIC" -' personally appeared v f° )� a rn :1 F..-) NAME(S)OF SIGNER(S) personally known to me - 'OR---❑-proved-to.-me-on--the-trasis-of--satistactory-evidence-- to be the person(s) whose name@) -is/4re:) subscribed to the within instrument and ac- knowledged to me that he/shix%they/' executed the same in h-is/h-e %their,) authorized JUDITR A.NICHOLS '� capacity �ie`s�, and that by f�Fs/h€�o their COMM.t}126978Fi si nature'. s on the instrument the ersoriI"Notary Public-California CA g (� p �), RIVERSIDE COUNTY r or the entity upon behalf of which the P My Corning.Exp.May 21,2004 ,- person('S),I acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE OF NOTARY OPTIONAL ��ough the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fray] ulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL `y ❑ CORPORATE OFFICER TITLES) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: _ 6'ATF OF DOCUMENT SIGNER IS REPRESENTING: y NAME OF PERSON(S)OR ENTITYFES) SIGNER(S)OTHER THAN NAMED AB ©1993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O Box 7184•Canoga Park,CA 91 3 0 9-71 84 (loft „ x... ° ° Arenas Road - — Y— --- — — .—r�•— — x - x^^• Muriel s _, x' I Supper Club I. A O o kK F .a X n� City Pa rkintj Lo�,l 'u' Las Casuelas-Y "' x' 1 Terraza k , x I �,�+Parkin Structure Property n Pa��e17E/F,�7 0 C T p Restricted Parcel', D (� 5 0 Benefited F!roparty Restricted P,arc®1, C Oil t a� Benefited Property,, p k xem Y i IA: Benefited Props' Restricted . $ Yi x .x _x Parking,StFucture,Proper'ty, ` Exhibit 'W: Parcel Ma P PARCEL "E", "F-1" & BENEFITED PARCEL LEGAL DESCRIPTION OF "E" & "F-1"RESTRICTED PARCEL: APN: 513-154-026& PORTION OF APN: 513-154-025 ALL THAT PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY, CALIFORNIA,DESCRIBED AS FOLLOWS; BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 19,THENCE SOUTH 890-52'-58"WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 000-05'27"WEST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 890-52'48"EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000-05'-27"EAST A DISTANCE OF 25.01 FEET; THENCE SOUTH 890-52'48"EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE SOUTH 000-05-38"EAST ALONG THE EAST LINE OF SAID LOT 19 A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION LYING EASTERLY OF A LINE WHICH IS WESTERLY OF AND 50.00 FEET MEASURED AT RIGHT ANGLES FROM THE CENTER LINE OF EAST AVENUE (NOW KNOWN AS INDIAN CANYON DRIVE)AS CONVEYED TO THE CITY OF PALM SPRINGS BY DEED RECORDED JUNE 30, 1966 AS INSTRUMENT N067758, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. LEGAL DESCRIPTION OF BENEFITED PARCEL: APN: 513-154-020 & PORTION OF APN: 513-154-025 ALL THAT PORTION OF LOT 19 AND THAT PORTION OF LOT 20 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY, CALIFORNIA,DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 19,THENCE SOUTH 890-52'48"WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 000-05'27"WEST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19 AND THE TRUE,POINT OF BEGINNING; THENCE SOUTH 890-52'48"EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000-05'-27"EAST A DISTANCE OF 25.01 FEET; THENCE NORTH 890-52'-58"EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE NORTH 000-05'-38" WEST ALONG THE EAST LONE OF SAID LOTS 19 AND 20 A DISTANCE OF 70.01 FEET TO A POINT THAT IS 5.00 FEET SOUTHERLY OF THE NORTHEAST CORNER OF SAID LOT 20; PAGE 2 LEGAL DESCRIPTION "E","F-1"AND BENEFITED PARCELS THENCE SOUTH 890-52'48"WEST,PARALLEL TO AND 5.00 FEET SOUTH MEASURED AT RIGHT ANGLES FROM THE NORTH LINE OF SAID LOT 20, A DISTANCE OF 145.33 FEET TO THE WEST LINE OF SAID LOT 20; THENCE SOUTH 00-05'-27"EAST ALONG SAID WEST LINE OF LOTS 20 A DISTANCE OF 45.00 FEET TO THE POINT OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. PREP D BY SANB, C/ 5�0tAAL �o V•SAIV sG JO L. SANBORN PLS. 4146 Qro )• Oqy 9 01-22SEFIBENPCL 02/26/02 No•LS4146 0 * EV.6-30-04 (p + TF �. PARKING STRUCTURE LEGAL DESCRIPTION: ALL THAT PORTION OF PARCEL 1 OF PARCEL MAP NO.13574 AS RECORDED IN PARCEL MAP BOOK 73 AT PAGE 52,RECORDS OF RIVERSIDE COUNTY,CALIFORNIA AND ALL OF LOTS 17 AND 18 AND A PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 1,THENCE NORTH 000-05'- 38"WEST ALONG THE EAST LINE OF SAID PARCEL 1 AND THE EAST LINE OF SAID LOTS 17, 18 AND 19 A DISTANCE OF 325.06 FEET;THENCE SOUTH 890-52'-48" WEST A DISTANCE OF 82.71 FEET; THENCE NORTH 000-05'-27" WEST A DISTANCE OF 25.01 FEET TO THE NORTH LINE OF SAID LOT 19; THENCE SOUTH 890-52'48"WEST ALONG SAID NORTH LINE A DISTANCE OF 62.62 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 000-05'-27"EAST ALONG THE WEST LINE OF SAID LOTS 19, 18 17 AND PORTION OF THE WESTERLY LINE OF SAID PARCEL 1 A DISTANCE OF 350.06 FEET TO THE SOUTH LINE OF SAID PARCEL 1; THENCE NORTH 890-53'-07"EAST ALONG SAID SOUTH LINE A DISTANCE OF 145.35 FEET TO THE POINT OF BEGINNING, SUBJECT TO ALL EASEMENTS AND RIGHTS OF WAY OF RECORD IF ANY. PREPARED BY ;SAA/E, sANBORN PLS. 4146 ki v.SAfye G9U 02/27/02 LS4146 * EW.6-30-04 S� r 9�� n f ,. - - - .rr ° x" Arenas Road �® w:' I Parking k Xw Lot supper Club City Parking Lot x, .{ xLas Casuelas 76 Parking Spaces poserved _ "ITerraza :,.x5 fi liamo:PropertlYI ,nl ,nxez: rt« � '��'a ' �Fisherman'a Market '� I 9 x X m t 1 x m Service Fran C 141 c Public-Chop House/ oThe Dock -- Parkin se Village Pub9x' z =-Struct e " M 296 South uth x . x � i -------- ----- - - Palm Canyon ` 0 Exhibit' 6 11:a 'Site - — e Plan�l W d 0 ° ° 16 Parking Lot Spaces 01 Reserved for O Frank Family Trust Parcel r: LL i Service Drive ❑- Q— LViCE i �o � ti rt <- j 25 Spaces Reserved /A ' '""'•"` I for Zachary Franks Parcel e 1ii nsa Pw In SPAM M cwto�P.uKwv In WAas (Chop House and The Dock) N V Q j t j a 10111 ' H 0 r 37 Spaces Reserved for 21 Spaces Reserved . j ` ' d 296 South Palm Canyon Drive Property for Mathew Talala Parcel m� (Village Pub) G• { C ill 3 Indian Canyon Drive AF,CORDING REQUESTED BY HOC " 2002Z41T008 CHICAGO TITLE COMPANY 07/31/2002 08:00R Fee:NC Page 1 of 3 AND WHEN RECORDED MAIL TO Recorded in Official Records r County of Riverside CITY OF PALM SPRINGS Gary L. Orso Rssessor, County Clerk d Recorder CITY CLERK IIIIIIIIIIIIIIIIII IIIIII III IIIIII IIIIII III IIIIIIIII IIII 3200 TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 M 5 U PAGE SIZE OA POOR NOCOR SMF Mlsc L Escrow No. 27051308 - F7e Order NO. 270S1308 - E75 A R L COPY LONG REFUND NCHG EXAM GRANT DEED � - SLl-oas sr THE UNDERSIGNED GRANTOR(S)DECLARES DOCUMENTARY TRANSFER TAXIS bvd Gift ❑ unincorporated area X❑ Cityof Palm Springs ❑ computed on the full value of the interest or property conveyed,or is X 1 computed on the full value less the value of liens or encumbrances remaining at time of sale,and FOR A VALUABLE CONSIDERATION,receipt of which is hereby acknowledged, THOMAS A. ADAMO AND EILEEN C. ADAMO, HUSBAND AND WIFE, AS COMMUNITY PROPERTY TV hereby GRANT(S) to CITY OF PALM SPRINGS, a municipal corporation the following described real property in the City Of Palm Springs County of RIVERSIDE ,State of California: LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF BY REFERENCE Dated JULY 17, 2002 STATEOF CALIFORNIA / COUNTYOF RIVERSIDE } SS. On JULY 17, 2002 before me, H ADAMO DELINA R. NEMO / a Notary Public in and for said County and State,personally appeared (�t '-- EILEEN C. ADAMO THOMAS A. ADAMO AND EILEEN C. ALAMO personally known to me (or 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 at he/she/they executed the ..:::+:. DELINA R. NEMO same in his/her/their authorized capacity s), and that by his/her/their m ; COMM.#1204837 v "`� NOTARY PUB LID-OADFORMA Sa signatur (s) on the instrument the perso a), or the entity upon behalf of RIVERSIDE COUNTY which t person(s)acted,executed the i trument. My Comm.Exp.Dec.i4,20021 WITNE m and and oIfic' s )Signatul'oot otarf Date M ComOhission Expires FOR NOTARY SEAL OR STAMP IL T STATEMENT TO PAR4 SHOWN ON FOLLOWING LINE: IF NO PARTY SO SHOWN, MAIL AS DIRECTED ABOVE Name Street Address City,State&Zip Sol --05/30/97bk R • c City of Palm Springs Office of the City Cleric ,• ' <• _ ` � u 0•, ��;na pdz� I(p 3200 Tahquia Canyon Way • Palm Springs,California 92262 r �c'3j' TEL:(760)323-8204 • FAX:(760)322-8332 •TDD:(760)864-9527 t%- CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by GRANT DEED dated: July 23, 2002 from, THOMAS A. ADAMO and EILEEN C. ADAMO, husband and wife, as Community Property Grantor, to the CITY OF PALM SPRINGS, a municipal corporation, Grantee, is hereby accepted by the City Clerk of said City of Palm Springs, on this 23rd day of July, 2002, pursuant to authority granted by the City Council of said City, by Resolution No. 20336 made on the 15th day of May, 2002, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 23rd day of July 2002. C �'IJ4�J PATRICIA A. SANDERS City Clerk (seal) Rev. 2/00 I IIIIII IIIIII IIIII IIIIII III IIIIII IIIIII III IIIII IIII IIII 07/3a 2 0£?02 1 WA Post Office Box 2743 0 Palm Springs, California 92263-2743 EXHIBIT A ALL THAT PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 19, THENCE SOUTH 89- 52' 58" WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 00- 05' 27" WEST ALONG THE WEST LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 890 52' 48" EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 00- 05' 27" EAST A DISTANCE OF 25.01 FEET; THENCE SOUTH 89- 52' 48" EAST A DISTANCE OF 62.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE SOUTH 00- 05' 38" EAST ALONG THE EAST LINE OF SAID LOT 19 A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION LYING EASTERLY OF A LINE WHICH IS WESTERLY OF AND 50.00 FEET MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF EAST AVENUE (NOW KNOWN AS INDIAN CANYON DRIVE) AS CONVEYED TO THE CITY OF PALM SPRINGS BY DEED RECORDED JUNE 30, 1966 AS INSTRUMENT NO. 67758, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIiIIIIIIIIII 07 30 0 0£ 08 00R 1 DAVID J. ALESHIRE (SBN 065022), ORIGINAL THE CITY OF PALM SPRINGS; and 2 BURKE, WILLIAMS & SORENSEN, LLP SUNNY K. SOLTANI (SBN 209774) n 2 E D 3 18301 Von Karman Avenue, Suite 1050 L� SUPERIOR/MUNICIPAL COURT Irvine, California 92612 OF RIVERSIDE COUNTY 4 (949) 863-3363; Fax (949) 863-3350 5 Attorneys for Plaintiff J U N 0 5 2002 THE CITY OF PALM SPRINGS 6 _ R +M 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF RIVERSIDE 10 THE CITY OF PALM SPRINGS, a CASE NO.: INC 027836 11 municipal corporation, FINAL ORDER AND 12 Plaintiff, G MENT IN CONDEMNATION 13 vs. 14 THOMAS A. ADAMO and EILEEN C. ADAMO, husband and wife as community 15 property; COUNTY OF RIVERSIDE, a public entity; THOMAS A. ADAMO and 16 EILEEN C. ADAMO,husband and wife, as Trustor of the $172,500.00 deed of trust 17 recorded August 25, 1997 as instrument no. 306923; EL PASEO FINANCIAL, INC., a 18 corporation, as Trustee of the$172,500.00 deed of trust recorded August 25, 1997 as 19 instrument no. 306923; AURELIO PAUL DE AMIGO, trustee of the Di Amico 20 Living Trust dated September 29, 1978, as Beneficiary of the $172,500.00 deed of 21 trust recorded August 25, 197 as instrument no. 306923; THOMAS A. ADAMO and 22 EILEEN C. ADAMO, husband and wife, as Trustor of the $100,000.00 deed of trust 23 recorded August 25, 1997 as instrument no. 306796; EL PASEO FINANCIAL, INC., a 24 corporation, as Trustee of the $100,000.00 deed of trust recorded August 25, 1997 as 25 instrument no. 306796; AURELIO PAUL DI AMICO, trustee of the Di Amico Living 26 Trust dated September 29, 1978, as Beneficiary of the $100,000.00 deed of 27 trust recorded August 25, 1997 as. instrument no. 306796; and,DOES 1 28 through 500, Inclusive; and ALL IRV#22025 vl -1- 1 PERSONS UNKNOWN CLAIMING ANY RIGHT, TITLE, ESTATE, LIEN OR 2 INTEREST IN OR TO THE PROPERTY SOUGHT TO BE CONDEMNED 3 HEREIN, 4 Defendants. 5 6 TO THE ABOVE-ENTITLED COURT AND TO ALL PARTIES AND THEIR 7 ATTORNEYS OF RECORD: 8 Plaintiff CITY OF PALM SPRINGS ("City")has made payment to defendants .9 THOMAS A. ADAMO and EILEEN C. ADAMO, husband and wife individually and THOMAS 10 A. ADAMO and EILEEN C. ADAMO, husband and wife, as Trustor of the $172,500.00 deed of 11 trust recorded August 25, 1997 as instrument no. 306923 and THOMAS A. ADAMO and 12 EILEEN C. ADAMO, husband and wife, as Trustor of the $100,000.00 deed of trust recorded 13 August 25, 1997 as instrument no. 306796 and JOSEPH L. PAGANO dba JOE'S WORLD 14 FAMOUS SALOON("Defendants")pursuant to their settlements as set forth in the Interlocutory 15 Judgments In Condemnation in this case (copies of the checks paid to defendants are attached 16 and incorporated by reference as "Exhibit A" to Sunny K. Soltani's Declaration filed 17 concurrently) and, good cause appearing therefore: 18 IT IS ORDERED, ADJUDGED AND DECREED: 19 1. That the real interests referred to in the City's Complaint on file herein is hereby 20 taken and condemned for the public purposes set forth in the Complaint on file herein. The 21 interests hereby condemned are more particularly described in the Complaint on file in this case 22 and is attached hereto and incorporated by this reference as Exhibit"A'. 23 2. Upon recordation of this Final Order and Judgment in Condemnation, the interest 24 to the property described in Exhibit"A' shall vest in the Agency. 25 3. The Clerk is ordered to enter this Judgment. 26 27 28 IRV#22025 v1 -2- 1 ORDER 2 GOOD CAUSE APPEARING THEREFOR, the above Final Order is accepted and 3 ordered filed in this proceeding. 4 5 Dated: , 2002 7 The Honorable Lawrence W. Fry 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IRV 422025 v1 -3- BONN, ---------- South Palm Canyon Drive MOW 03 -n a tv -0 T t CL a CD 0 -- U2 CA cR 14 ffi :3 45 fA qjr13 0, - r (n CD (D CD ED. 74 fa X 0 0. M A7. AOL" CL A . I 1p to South Indian Canyon Drive LEGAL DESCRIPTION(APN 513-154-007) Lot 18 in Block 28 of Palm Springs, as shown by map on file in book 9 page(s) 432 of Maps,Records of Riverside County, California. IRv m18674 v1 _t}- Each document to which this cenVicate is attached is certified to be a full,true and correct copy of the/F< C of gUoUaRi Op cA� original on file and of record in my office. Superior Court of California r/ County of Riverside g JOS6 Octavi -uillgn r erk By = / OEPt Dated: (,l I 0/I/Y� a� Gay OF R%\J Certification must be in red to be a "CERTIFIED COPY" I I DAVID J. ALESHIRE (SBN 065022), THE CITY OF PALM SPRINGS; and 2 BURKE, WILLIAMS & SORENSEN, LLP SUNNY K. SOLTANI (SBN 209774) D 3 18301 Von Karman Avenue, Suite 1050 SUPERIOR/MUNICIPAL COURT Irvine, California 92612 OF RIVERSIDE COUNTY 4 (949) 863-3363; Fax (949) 863-3350 5 JUN 05"2002 Attorneys for Plaintiff THE CITY OF PALM SPRINGS �j 6 By R itel" � 7 � 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF RIVERSIDE 10 THE CITY OF PALM SPRINGS, a CASE NO.: INC 027836 11 municipal corporation, 12 Plaintiff, STIPULATION FOR ENTRY OF 13 VS. INTERLOCUTORY JUDGMENT IN CONDEMNATION 14 THOMAS A. ADAMO and EILEEN C. ADAMO, husband and wife as community 15 property; COUNTY OF RIVERSIDE, a public entity; THOMAS A. ADAMO and 16 EILEEN C. ADAMO, husband and wife, as Trustor of the$172,500.00 deed of trust 17 recorded August 25, 1997 as instrument no. 306923; EL PASEO FINANCIAL, INC., a 18 corporation, as Trustee of the$172,500.00 deed of trust recorded August 25, 1997 as 19 instrument no. 306923; AURELIO PAUL DE AMIGO, trustee of the Di Amico 20 Living Trust dated September 29, 1978, as Beneficiary of the$172,500.00 deed of 21 trust recorded August 25, 197 as instrument no, 306923; THOMAS A. ADAMO and 22 EILEEN C. ADAMO, husband and wife, as Truster of the $100,000.00 deed of trust 23 recorded August 25, 1997 as instrument no. 306796; EL PASEO FINANCIAL, INC., a 24 corporation, as Trustee of the $100,000.00 deed of trust recorded August 25, 1997 as 25 instr went no. 306796; AURELIO PAUL DI AMICO, trustee of the Di Amico Living 26 Trust dated September 29, 1978, as Beneficiary of the $100,000.00 deed of 27 trust recorded August 25, 1997 as instrument no. 306796; and,DOES 1 ORIGINAL 28 through 500, Inclusive; and ALL IRV#21258 v1 "1- STIPULATION FOR ENTRY OF INTERLOCUTORY JUDGMENT IN CONDEMNATION I PERSONS UNKNOWN CLAIMING ANY RIGHT, TITLE, ESTATE, LIEN OR 2 INTEREST IN OR TO THE PROPERTY SOUGHT TO BE CONDEMNED 3 HEREIN, 4 Defendants. 5 6 PLAINTIFF, THE CITY OF PALM SPRINGS ("City"), defendant JOSEPH L. 7 PAGANO dba JOE'S WORLD FAMOUS SALOON, ("The Saloon") ("Defendant"), stipulate to 8 the facts,terms and conditions contained herein and in the [Proposed] Interlocutory Judgment in 9 Condemnation("Interlocutory Judgment"), attached as Exhibit 1, and incorporated herein by this 10 reference. 11 1. City and Defendant further request the Court enter an Interlocutory Judgment in 12 Condemnation consistent herewith as to the interests in real property as described in Exhibit"A" 13 and depicted in Exhibit`B"of the attached Interlocutory Judgment(the"Subject Property"). 14 The interests in real property being condemned in this action consist of a leasehold interest in 15 Assessors Parcel Number 513-154-007,more particularly described in the Complaint in Eminent 16 Domain filed in the above referenced action. 17 2. It is the intent and effect of this Stipulation that the Interlocutory Judgment, when 18 signed and incorporated with a Final Judgment in the matter, and the payment made pursuant 19 thereto, shall end, finally and forever, any claims to compensation of any kind or nature which 20 Defendant has,now has, or may assert in the future against the City arising out of the 21 condemnation by the City of the Subject Interests for the Project as defined in the Complaint in 22 Eminent Domain on file in this action. 23 3. Defendant consents to the entry of a Final Order of Condemnation with respect to 24 the Subject Property and property interests described in the Interlocutory Judgment attached 25 hereto, under Code of Civil Procedure section 1268.030, upon payment of the sums described in 26 the Interlocutory Judgment, and waive any objection to or right to notice of the City's request for 27 such an order, its entry, or recordation. 28 /// IRV#21258 v1 -2- STIPULATION FOR ENTRY OF INTERLOCUTORY JUDGMENT IN CONDEMNATION 1 4. In connection with the settlement of this matter, Defendant will: 2 (a) Vacate the Subject Property no later than June 1, 2002. 3 (i) Defendant agrees and stipulates that should they fail to vacate the 4 subject property on June 1, 2002, they will pay a penalty of$1,000.00 a day for any day they 5 stay above and beyond the June 1, 2002 deadline. In addition, Defendant agrees and stipulates 6 that if the City is forced to bring a writ of assistance action against them, they will indemnify the 7 City for all costs and expenses, including attorneys' fees associated with bring the writ of 8 assistance action. 9 (ii) Furthermore, Defendant agrees to be closed for business at the end 10 of business on May 22, 2002 ("Business Closing Date"). After that day, the sole activity which 11 owner may conduct on the site shall be closing the business,winding up,packing and moving. 12 (b) Remove all inventory that Defendant have any interests in from the 13 Subject Property as of June 1, 2002; and 14 (c) Any items left behind after Defendant vacates the premises including but 15 not limited to inventory, improvements pertaining to realty and movable items shall be considered 16 abandoned and Plaintiff may dispose them with no recourse from Defendant. 17 (d) Should Defendant remove any improvements pertaining to the subject 18 property,Defendant agrees to leave the subject property in a safe condition as a result of said 19 removals; and 20 5. Defendant,by execution of this Stipulation, shall be deemed, for all purposes, to 21 have waived any: 22 (a) right to seek any compensation for the acquisition of their Interests in any 23 amount greater than the Award; and 24 (b) right to appeal; and 25 (c) right to move for a new trial; and 26 (d) right to claim interest on the Award; and 27 (e) right to claim attorney fees, expert fees or any litigation expenses; and 28 (f) right to claim relocation benefits or assistance; and IRV#21258 vl -3- STIPULATION FOR ENTRY OF INTERLOCUTORY JUDGMENT IN CONDEMNATION I (g) right to claim damage or injury to business goodwill or loss of machinery, 2 fixtures or equipment; and 3 (h) right to claim bonus value to their leasehold interests; and 4 (i) right to claim severance damages; and 5 0) right to claim pre-condemnation damages; and 6 (k) right to withdraw any amount on deposit in this action; and 7 (1) any right or claim arising out of the acquisition of their Interests other than 8 payment of the Award by the City as provided herein; and 9 6. Defendant is not entitled to the receipt of portion of their payment of Just 10 Compensation as set forth in the proposed Interlocutory Judgment until they comply with the 11 terms of Section 5 above. 12 7. Defendant warrants to Plaintiff that except as provided herein, no other leasehold 13 or sub-leasehold interest in the Subject Property exist and Defendant will not create any new 14 leasehold or sub-leasehold interests in the Subject Property. 15 8. Defendant warrants to Plaintiff and represent to the Court that the person whose 16 signature appears below has the legal authority to bind said Defendant to this stipulation. 17 9. Each party hereto waives a Statement of Decision, Notice of Entry of Judgment, 18 costs, litigation expenses, including attorneys, appraisers, engineering and all other fees of any 19 nature, and the right to appeal from any of the items listed in the Interlocutory Judgment after its 20 entry. 21 22 23 24 25 26 27 28 IRV#21258 v1 -4- STIPULATION FOR ENTRY OF INTERLOCUTORY JUDGMENT IN CONDEMNATION 1 10. The parties hereto have agreed that upon entry of the Interlocutory Judgment, City 2 shall be entitled,without further notice to Defendant,to seek,obtain and have entered and I 3 thereafter recorded,a Final Order And Judgment In Condemnation conveying to City the fee title 4 to Defendant' Interests;and 5 SO STIPULATE 0 6 Dated: May 14,2002 &UR.KE,WILLIAMS &SORENSEN,LLP DAVID J. ALESHM 7 SUNNY K. SO r 8 9 13 O AN1 10 Attorneys tor Plaintiff THE CITY OF j 11 PALM SPRINGS Dated_7J JOE'S WORLD FAMOUS SALOON j 12 7-- --- 1314 ---T SF&H :PAGAN j IN PRO PER JO, L. AGANO dba IS JOE'S WOR AMOUS SALOON 16 17 18 19 20 21 22 23 24 25 26 27 28 MV a2125s vi -5- STIPULATION FOR ENTRY OF INTERLOCUTORY JUDGMENT IN CONDEMNATION 1 ORDER �}-0 Z� 2 GOOD CAUSE APPEARING THEREFOR, the above written Stipulation be and hereby 3 is accepted and ordered filed in this proceeding. 4 Dated:/ e / 2002 5 �l� 6 YYbGI1 OF THE SUPERIOR COURT 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IRV#21258 vl -1- ORDER I DAVID J. ALESHIRE (SBN 065022), THE CITY OF PALM SPRINGS; and 2 BURKE, WILLIAMS & SORENSEN, LLP SUNNY K. SOLTANI (SBN 209774) 3 18301 Von Karman Avenue, Suite 1050 Irvine, California 92612 4 (949) 863-3363;Fax (949) 863-3350 5 Attorneys for Plaintiff THE CITY OF PALM SPRINGS 6 7 8 , SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF RIVERSIDE 10 THE CITY OF PALM SPRINGS, a CASE NO.: INC 027836 11 municipal corporation, 12 Plaintiff, [PROPOSED] INTERLOCUTORY 13 vs. JUDGMENT IN CONDEMNATION 14 THOMAS A. ADAMO and EILEEN C.ADAMO,husband and wife as 15 community property; COUNTY OF RIVERSIDE, a public entity; 16 THOMAS A. ADAMO and EILEEN C. ADAMO, husband and wife, as 17 Tmstor of the $172,500.00 deed of trust recorded August 25, 1997 as 18 instrument no. 306923; EL PASEO FINANCIAL, INC., a corporation, as 19 Trustee of the $172,500.00 deed of trust recorded August 25, 1997 as 20 instrument no. 306923; AURELIO PAUL DI AMICO,trustee of the Di 21 Amico Living Trust dated September 29, 1978, as Beneficiary of the 22 $172,500.00 deed of trust recorded August 25, 197 as instrument no. 23 306923; THOMAS A. ADAMO and EILEEN C. ADAMO, husband and 24 wife, as Trustor of the $100,000.00 deed of trust recorded August 25, 1997 25 as instrument no. 306796; EL PASEO FINANCIAL, INC., a corporation, as 26 Trustee of the$100,000.00 deed of trust recorded August 25, 1997 as 27 instrument no. 306796; AURELIO PAUL DI AMICO,trustee of the Di 28 Amico Livin Trust dated S tember Copy IRV#21261 v1 -1- [PROPOSED]INTERLOCUTORY JUDGMENT IN CONDEhINA 1 29, 1978, as Beneficiary of the $100,000.00 deed of trust recorded 2 August 25, 1997 as instrument no. 306796; and,DOES 1 through 500, 3 Inclusive; and ALL PERSONS UNKNOWN CLAIMING ANY 4 RIGHT,TITLE,ESTATE,LIEN OR INTEREST IN OR TO THE 5 PROPERTY SOUGHT TO BE CONDEMNED HEREIN, 6 Defendants. 7 8 9 A. PLAINTIFF, THE CITY OF PALM SPRINGS ("City"), defendant JOSEPH L. 10 PAGANO dba JOE'S WORLD FAMOUS SALOON, ("The Saloon") ("Defendant"), have 11 stipulated to the facts, terms and conditions set forth herein and have requested the Court to 12 make and enter an Interlocutory Judgment in Condemnation consistent with such Stipulation 13 with the respect to the condemnation by the City of leasehold interests in real property all as 14 described in Exhibit"A' and depicted in Exhibit`B" attached hereto ("Subject Property'). 15 B. The Subject Property whose condemnation is ordered herein is located within the 16 City of Palm Springs Assessor Parcel Number 513-154-007 within the County of Riverside. C. The parties have waived a Statement of Decision,Notice of Entry of Judgment, 18 costs, litigation expenses, including all attorneys, appraisers, engineering, and all other fees of 19 any nature. 20 D. The total payment of just compensation by Plaintiff to Defendant for all of 21 Defendant's interests in the subject Property excluding Improvements Pertaining to Realty, 22 payable by check, shall be the sum of TWO HUNDRED FIFTY FIVE THOUSAND DOLLARS 23 ($255,000.00). Defendant and the owner of the Subject Property Thomas A. Adamo ("Adamo") 24 are in dispute over the ownership of the Improvements Pertaining to Realty. As a result, Plaintifl 25 is depositing$45,000.00 (an amount agreed by all parties to be the just compensation of the 26 Improvements Pertaining to Realty)with an escrow company as outlined below. The escrow 27 instructions will provide and Defendant agrees that this amount will not be disbursed to neither 28 Riy#21261 v1 -2- [PROPOSED]INTERLOCUTORY JUDGMENT IN CONDEMNATION I the Defendant nor Adamo, until they reach an agreement in writing with respect to its 2 disbursement and distribution between them. 3 E. All other Defendant in this action are or have been dismissed, filed disclaimers in 4 this action,have been defaulted, or have settled with the City. NOW THEREFORE, IT IS 5 HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS: 6 1. Authority and Jurisdiction 7 The City had the authority and jurisdiction to file the within action for the purpose of 8 acquiring the leasehold interests in the Subject Property. 9 2. Ownership of Leasehold Interests 10 Defendant Joseph L. Pagano dba The Saloon are the owners of leasehold interests in the 11 Subject Property as more fully described in the Complaint in Eminent Domain filed in this 12 action. 13 3. Payment of Just Compensation 14 (a) The total payment of just compensation by Plaintiff to Defendant for all o 15 Defendant's interests in the subject Property excluding Improvements Pertaining to Realty, 16 payable by check, shall be the sum of TWO HUNDRED FIFTY FIVE THOUSAND DOLLARS 17 ($255,000.00). 18 (b) With respect to the Improvements Pertaining to Realty, the total amount o 19 just compensation is $45,000.00. 20 (c) Upon entry of this Judgment: 21 (i) Within ten(10) business days of signature of this Agreement and 22 its filing with the Court,the City shall pay to Defendant ONE HUNDRED FIFTY THOUSAND 23 DOLLARS ($150,000.00)by check made payable to Joseph L.Pagano and mailed to P.O. Box 24 4688,Palm Springs, California 92263. 25 (ii) With in ten(10) business days of signature of this Agreement and 26 compliance with provision 5 of the Stipulation for Entry of Interlocutory Judgment in 27 Condemnation filed concurrently, the City shall deposit FORTY FIVE THOUSAND DOLLARS 28 ($45,000.00) in an escrow account in Chicago Title Escrow Company located at 750 North Palm IRV#21261 v1 -3- [PROPOSED]INTERLOCUTORY JUDGMENT IN CONDEMNATION I Canyon Drive, Palm Springs, CA 92262. The escrow instructions will provide and Defendant 2 agrees that this amount will not be disbursed to neither the Defendant nor Adamo, until they 3 reach an agreement in writing with respect to its disbursement and distribution between them. 4 Defendant further agrees that Plaintiff is in no way responsible for any agreements reached by 5 him and Adanio with respect to this amount. Defendant holds Plaintiff harmless and has no 6 claims against the Plaintiff, if the distribution of the$45,000.00 amount is not satisfactory to 7 him. 8 (iii) Within ten(10) business days of signature of this Agreement and 9 compliance with provision 5 of the Stipulation for Entry of Interlocutory Judgment in 10 Condemnation filed concurrently, the City shall pay to Defendant ONE HUNDRED FIVE 11 THOUSAND DOLLARS ($105,000.00)by check payable to Joseph L. Pagano and mailed P.O. 12 Box 4688, Palm Springs, California 92263 ("Second Payment"). 13 (iv) Second Payment shall be held by City to assure Owner's 14 compliance with all terms and conditions of this agreement. Non-compliance includes, but is not 15 limited to, the following: If Defendant fails to move by the Delivery of Possession Date, or 16 remains in business after the Business Closing Date,or conducts a going-out-of-business 17 celebration and City is authorized t take any action necessary to cause compliance with this 18 agreement, including causing Owner's possessions to be removed from the property into storage, 19 hiring agents to close the business,taking enforcement action to make any celebration at the site 20 comply with the City's ordinances and regulations,or any other necessary action herein 21 ("Necessary Compliance Action'). If the City is forced to take any Necessary Compliance 22 Action, then City may deduct from the Second Payment any funds necessary to fully reimburse 23 City for the full costs of such Necessary Compliance Action, including consultants, movers, 24 lawyers, law enforcement, storage and other related expenses. City shall give Defendant written 25 notice of the basis for any deduction or set-off. 26 (d) In connection with the settlement of this matter, City will process a 27 Conditional Use Permit (CUP)by the Defendant for relocation of the use to a legally permissible 28 IR.V#21261 v1 -4- [PROPOSED] INTERLOCUTORY JUDGMENT LN CONDEMNAMN I site within the City and waive the fees for the CUP. Waiver of the fees shall not imply any 2 obligation to approve the use. The waiver shall be on a one-time basis. 3 (e) In connection with the settlement of this matter, the City agrees that 4 Defendant may conduct a going-out-of-business celebration,which should be conducted solely 5 on the site, and shall be conducted on or before May 22, 2002. City shall not participate in the 6 event in any way,nor waive any applicable ordinances, regulations or fees, and Owner shall 7 comply with all such ordinances or regulations. 8 (f) The payment to Defendant as outlined above,is full satisfaction of, and 9 waiver by operation of law of, all claims and defenses of Defendant in this matter, including but 10 not limited to, any claim for any amount of just compensation not set forth herein, interest on the 11 agreed upon compensation for the acquisition of the leasehold and sub-leasehold interests in the 12 Subject Property; damages or injury to business goodwill, severance damages, loss of rents, 13 compensation for improvements pertaining to the realty, compensation for fixtures, equipment or 14 inventory at the Subject Property,relocation assistance or benefits,precondemnation damage, 15 damages for loss of use, damages for impairment of access, damages for unreasonable delay or 16 preconderi ation activity, interest of any kind on any item of damage whatsoever relating to the 17 City's precondemnation activity and exercise of eminent domain to acquire the leasehold 18 interests in the Subject Property. 19 (g) Notwithstanding the provision regarding an exception to waiver in Code 20 of Civil Procedure section 1268.140(a)(2)the disbursement of the sums of money as herein 21 above specified shall be payment in full, and include all costs and expenses of every kind 22 incurred by Defendant in this litigation,including all attorneys, appraisers, engineering, and any 23 other fees of any nature. Such payment as herein above specified shall be deemed payment in 24 full of those leasehold interests of Defendant Joseph L. Pagano dba The Saloon, and of his or its 25 trustees, partners,beneficiaries, successors, and assigns, if any, in the Subject Property and for 26 all claims and damages of every kind and nature suffered or to be suffered by reason of the 27 condemnation of the leasehold interests in the Subject Property by the City for the 28 IRV#21261 vl -5- [PROPOSED]INTERLOCUTORY TGDGNMNT L`I CONDE,rf"li ATION 1 redevelopment purposes of the Project as defined in the Complaint in Eminent Domain filed in 2 this action(the"Project'). 3 4. Each party shall bear his, or its own costs and litigation expenses, including 4 attorneys, appraisers, engineering, and all other fees of any nature. 5 5. All Doe Defendant are hereby dismissed. 6 6. Releases 7 For, and in consideration of the mutual promises and considerations as set forth herein, 8 Defendant hereto, for them, their respective heirs, executors, administrators, attorneys, 9 accountants,representatives, and assigns, hereby fully and completely release and discharge 10 Plaintiff and their respective heirs, executors, administrators, attorneys, accountants, 11 representatives, and assigns, from any and all past and present claims and causes of action, of 12 whatsoever kind,nature and description with each of the parties to this Agreement has against 13 the other. 14 GENERAL RELEASE WAIVER OF CIVIL CODE SECTION 1542 15 It is the intention of the parties hereto that the foregoing releases shall be effective as full 16 and final resolution of the disputes between the parties being released under this agreement and 17 as a bar to all actions, causes of action, obligations, costs, expenses, attorney's fees, damages, 18 loss, claims,liabilities and demands of whatsoever nature, character or kind,known or unknown, 19 suspected or unsuspected,referred to hereinabove. All parties acknowledge the familiarity of 20 section 1542 of the Civil Code of the State of California which provides as follows: 21 "A general release does not extend to claims which the creditor does not 22 know or suspect to exist in his favor at the time of executing the release,which,if 23 known by him,must have materially affected his settlement with the debtor." 24 Defendant expressly waive and relinquish any and all rights and benefits to which he, she 25 or it may be entitled, or which may be conferred upon them by the provisions of section 1542 of 26 the California Civil Code to the fullest extent that each may lawfully waive such right or benefits 27 pertaining to the subject matter of this agreement. All parties hereby.acknowledge that they are 28 aware that their attorneys may hereafter discover facts or claims in addition to or different from IRV#21261 v1 -6- [PROPOSEDI INTERLOCUTORY dUDGMEN7IN CONDEMNATION 1 those which they now know or believe to exist with respect to the subject matter of any part of 2 this agreement,but it is the intention of the parties to hereby fully, finally and forever settle and 3 release all of the disputes and differences, known or unknown, suspected or unsuspected,which 4 do exist or may exist in the future or heretofore have existed. 5 7. Hazardous Materials 6 (a) The Defendant represent that they have no actual knowledge of Hazardous 7 Materials or underground fuel or chemical tanks in existence on or below the surface of the 8 subject property, including,without limitation, contamination of the soil, subsoil or ground 9 water,which constitute a violation of any law, rule or regulation of any government entity 10 having jurisdiction thereof or which expose Plaintiff to liability to third parties. "Hazardous 11 Materials" as used herein means hazardous, toxic or radioactive substances or materials, as the 12 same are defined or described by applicable federal laws or regulations (including the Resource 13 Conservation and Recovery Act, 42 U.S.C. Section 6901 et se ., and the Comprehensive 14 Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et sue., and 15 any regulations adopted and publications promulgated pursuant to said laws), California laws or 16 regulations (including those substances defined as "Hazardous Substances" in Section 25316 of 17 the California Health& Safety Code, and any regulations adopted and publications promulgated 18 pursuant to said laws). 19 (b) The Defendant represent that they received no notification,warning or 20 citation within the last 5 years regarding any violation, or potential or pending violation, of any 21 Hazardous Materials regulations or laws or any other law, statutory provision or regulation 22 regarding the use, condition or status of the subject Property and Defendant have no 23 knowledge of any condition or activity on the Property not revealed in the Tests and Reports. 24 8. Condemnation of Defendant' Leasehold Interests 25 Upon proof of payment of such sums as provided in Section 3,the Court shall enter a 26 Final Order of Condemnation under Code of Civil Procedure section 1268.030, and all leasehold 27 interests of the Defendant in this action in and to the Subject Property shall be condemned to 28 City for the public uses and purposes comprising the Project. Leasehold interests in real properl IRV#21261 vl -7- [PROPOSEDI INTERLOCUTORY JUDGMENT IN CONDENLNATION I described in Exhibit"A"hereto, shall vest in the City on the day the Final Order in 2 Condemnation is recorded by the Recorder's Office of the County of Riverside, California. 3 Defendant has consented to such order without additional notice. 4 9. Purpose of the Taking 5 The purpose of the Project for which the leaschold interests in the Subject Property are 6 sought to be condemned is a public use authorized by law, and the taking of the leasehold 7 interests in the Subject Property is necessary for such use. 8 10. Incorporation of Final Judalnent 9 The terms of this Interlocutory Judgment shall be incorporated into the Final Judgment in 10 Condemnation to be entered in this action. 11 DATED: 12 JUDGE OF THE SUPERIOR COURT 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 _ 28 fRV#21261 v1 -8- [PROPOSED] INTERLOCUTORY JUDGMENT IN CONDEMNATION LEGAL DESCRIPTION(APN 513-154-007) Lot 18 in Block 28 of Palm Springs, as shown by map on file in book 9 page(s) 432 of Maps,Records of Riverside County, California. rnv 9IU74.t -q._ enlaa uoAuu3 uslpul q;nog ,; ram .n"�pp,A CAN Its I � ,- � r.1�� .:r � .1 (+t}� u l r�'•J�.`.'• . . f..�}}'.: 'l'�T.rAly`3� t rh I WAY d 0. 0 �0 ',• '1:' C i m m m EU = y ~ V W NT 6 nu) 0 enNa uoAueO wled q;noS x CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY 1990 r. CHYC !AGO TINTLE R !"4SURANT (CE COMPANY P. SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE ISt INSURANCE COMPANY,a Missouri corporation,herein called the Company,insures,as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or q incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land; and in addition, as to an insured lender only: jr 5. The invalidity or unenforceability of the lien of the insured mortgage upon the title; 6. The priority of any lien or encumbrance over the lien of the insured mortgage, said mortgage being shown in Schedule B in the order of its priority; 7. The invalidity or unenfofceability of any assignment of the insured mortgage,provided the assignment is shown in Schedule B,or the failure of the assignment shown in Schedule B to vest title to the insured mortgage in the named insured assignee free and clear of all liens. The Company will also pay the costs,attorneys' fees and expenses incurred in defense of the tide or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations. In Witness Wiereo.f,CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A,the policy to become valid when countersigned by an authorized signatory. Issued by: CHICAGO TITLE COMPANY CHICAGO TITLE INSURANCE COMPANY 560 E. HOSPITALITY LANE SAN BERNARDINO, CA 92408 (909) 884-0448 By-* ypR j President ATTEST Secretary V UL Fq Reorder Form No S223 (Reprinted 10/00) CLTA Standard Coverage Policy 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,costs,attorneys'fees or expenses which arise by reason of: 1. (a) Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or reglulations)restrict- ing,regulating,prohibiting or relating to(i)the occupancy,use,or enjoyment of the land;(it)the character,dimensions or location of any improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects,liens,encumbrances,adverse claims or other matters: (a) whether or not recorded in the public records at(Date of Policy, but created,suffered,assumed or agreed to by the insured claimant; (b) not known to the Company,not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy;or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insurer)mortgage or the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy,or the inability or failure of any subsequent owner of the indebtedness,to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage,or claim thereof,which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.' 6. Any claim,which arises out of the transaction vesting in the insured the estate or interest insured by this policy or the transaction creating the interest of the insured lender,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights.laws. CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS mortgageto be released from the obligation to purchase byvirtue of a contrac- The following terms when used in this policy mean: tual condition requiring the delivery of marketable title. (a) "insured"the insured named in Schedule A,and,subject to any rights 2. CONTINUATION OF INSURANCE or defenses the Company would have had against the named insured,those (a) After Acquisition of Title by Insured Lender.If this policy insures the who succeed to the interest of the named insured by operation of law as owner of the indebtedness secured by the insured mortgage,the coverage of distinguished from purchase including,but not limited to,heirs,distributees, this policy shall continue in force as of Date of Policy in favor of(i)such insured devisees, survivors, personal representatives, next of kin, or corporate or who acquires all or any part of the estate or interest in the land by foreclosure, fiduciary successors.The term"insured"also includes trustee's sale,conveyance in lieu of foreclosure,or other legal manner which (i)the owner of the indebtedness secured by the insured mortgage and discharges the lien of the insured mortgage;(ii)a transferee of the estate or each successor in ownership of the indebtedness except a successor who is interest so acquired from an insured corporation, provided the transferee is an obligor under the provisions of Section 12(c) of these Conditions and the parent or wholly-owned subsidiary of the insured corporation, and their Stipulations(reserving,however,all rights and defenses as to any successor corporate successors by operation of law and not by purchase,subject to any that the Company would have had against any predecessor insured, unless rights or defenses the Company may have against any predecessor insureds; the successor acquired the indebtedness as a purchaser for value without and (iii) any governmental agency or governmental instrumentality,which knowledge of the asserted defect,lien,encumbrance,adverse claim or other acquires all or any part of the estate or interest pursuant to a contract of matter insured against by this policy as affecting title to the estate or interest in insurance or guaranty insuring or guaranteeing the indebtedness secured by the land); the insured mortgage. (ii)any governmental agency or governmental instrumentality which is an (b)After Conveyance of Title by an Insured.The coverage of this policy insurer or guarantor under an insurance contract or guaranty insuring or shall continue in force as of Date of Policy in favor of an insured only so long as guaranteeing the indebtedness secured by the insured mortgage,or any part the insured retains an estate or interest in the land,or holds an indebtedness thereof,whether named as an insured herein or not; secured by a purchase money mortgage given by a purchaser from the (m)the parties designated in Section 2(a)of these Conditions and Stipula- insured,or only so long as the insured shall have liability by reason of cove- lions. nams of warranty made by the insured in any transfer or conveyance of the (b)"insured claimant": an insured claiming loss or damage. estate or interest.This policy shall not continue in force in favor of any pur- (c)"insured lender":the owner of an insured mortgage. chaser from an insured of either(1)an estate or interest in the land,or(i)an (d)"insured mortgage a mortgage shown in Schedule 6, the owner of indebtedness secured by a purchase money mortgage given to an insured. which is named as an insured in Schedule A. (c)Amountof Insurance.Theamountof insurance after the acquisition or (e)"knowledge" or"known": actual knowledge, not constructive knowl- after the conveyance by an insured lender shall in neither event exceed the least of, edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart construe- (i)the amount of insurance stated in Schedule A; land. (ii)the amount of the principal of the indebtedness secured by the insured live notice of matters affecting thereferred to in Schedule A, and improve- mortgage as of Date of Policy, interest thereon, expenses of foreclosure, (f)"land": the land destined ments affixed thereto which by law constitute real property.The term"land" amounts advanced pursuant to the insured mortgage to assure compliance does not include any property beyond the lines of the area described or with laws or to protect the lien of the insured mortgage prior to the time of acquisition of the estate or interest in referred to in Schedule A,nor any right,title, interest,estate or easement in the land and secured thereby and abutting streets,roads,avenues,alleys,lanes,ways or waterways,but noth- reasonable amounts expended to prevent deterioration of improvements,but ing herein shall modifyor limit the extent to which a right of access to and from reduced by the amount of all payments made;or the land is insured by this policy. I (iii)the amount paid by any governmental agency or governmental instru- (gandisinsure mortgage, deed of trust, trust deed, of other secunty mentality,if the agency or instrumentality is the insured claimant,intheacgw- sition of the estate or interest in satisfaction of its insurance contract or guar- instrument. anty. (h)"public records": records established under state statutes at Dale of Policy for the purpose of imparting constructive notice of matters relating to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT real property to purchasers for value and without knowledge. An insured shall notify the Company promptly in writing(i) in case of any (i)"unmarketability of the title":an alleged or apparent matter affecting the litigation as set forth in Section 4(a)below,(ii)in case knowledge shall come to title to the land,not excluded or excepted from coverage,which would entitle a an insured hereunder of any claim of title or interest which is adverse to the purchaser of the estate or interest described in Schedule A or the insured titletothe estate or interestorthe lien ofthe insured mortgage,as insured,and which might cause loss.or damage for which the Company maybe liable by from third parties as required in this paragraph, unless prohibited by law or virtue of this policy, or (iii) if title to the estate or interest or the lien of the governmental regulation,shall terminate any liability of the Company under insured mortgage,as insured, is rejected as unmarketable. If prompt notice this policy as to that insured for that claim. shall not be given to the Company,then as to that insured all liability of the Company shall terminate with regard tothe matterormatters forwhich prompt 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION notice is required;provided,however,that failure to notify the Company shall OF LIABILITY in no case prejudice the rights of any insured under this policy unless the In case of a claim under this policy,the Company shall have the following Company shall be prejudiced by the failure and then only to the extent of the additional options prejudice. (a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED (i)to pay or tender payment of the amount of insurance under this policy CLAIMANT TO COOPERATE together with any costs,attorneys'fees and expenses incurred by the insured (a)Upon written request by an insured and subject to the options contained claimant,which were authorized bythe Company,up to thetime of payment or in Section 6 of these Conditions and Stipulations,the Company, at its own tender of payment and which the Company is obligated to pay;or cost and without unreasonable delay, shall provide for the defense of such (ii)in case loss or damage is claimed under this policy by the owner of the insured in litigation in which any third party asserts a claim adverse to the title indebtedness secured by the insured mortgage, to purchase the indebted- or interest as insured,but only as to those stated causes of action alleging a ness secured by the insured mortgage for the amount owing thereon together defect,lien or encumbrance orother matter insured against bythis policy.The with any costs,attorneys'fees and expenses incurred by the insured claimant Company shall have the right to select counsel of its choice(subject to the which were authorized by the Company up to the time of purchase and which right of such insured to object for reasonable cause)to represent the insured the Company is obligated to pay. as to those stated causes of action and shall not be liable for and will not pay If the Company offersto purchase the indebtedness as herein provided,the the fees of any other counsel.The Company will not pay any fees, costs or owner of the indebtedness shall transfer, assign, and convey the indebted- expenses incurred by the insured in the defense of those causes of action ness and the insured mortgage, together with any collateral security,to the which allege matters not insured against by this policy. Company upon payment therefor. (b)The Company shall have the right, at its own cost, to institute and Upon the exercise by the Company of the option provided for in paragraph prosecute any action or proceeding orto do any other act which in its opinion a(i),all liability and obligations to the insured under this policy,other than to may be necessary or desirable to establish the title to the estate or interest or make the payment required in that paragraph,shall terminate,including any the lien of the insured mortgage, as insured, or to prevent or reduce loss or liability or obligation to defend,prosecute,or continue any litigation,and the damage to the insured.The Company maytake any appropriate action under policy shall be surrendered to the Company for cancellation. the termsofthispolicy,whetheror not itshall be liable hereunder,and shall not Upon the exercise by the Company of the option provided for in paragraph thereby concede liability or waive any provision of this policy.If the Company a(ii)the Company's obligation to an insured lender under this policy for the shall exercise its rights under this paragraph,it shall do so diligently. claimed loss or damage,other than the payment required to be made,shall (c)Whenever the Company shall have brought an action or interposed a terminate,including any liability or obligation to defend,prosecute orcontinue defenseas required or permitted bythe provisionsof this policy,the Company any litigation may pursue any litigation to final determination by a court of competentjuris- (b)To Pay or Otherwise Settle With Parties Other than the Insured or diction and expressly reserves the right,in its sole discretion,to appeal from With the Insured Claimant. any adverse judgment or order. (i)to pay or otherwise settle with other parties for or in the name of an (d)In all cases wherethis policy permits or reguiresthe Companyto prose- insured claimant any claim insured against underthis policy,togetherwith any cute or provide for the defense of any action or proceeding,an insured shall costs,attorneys'fees and expenses incurred by the insured claimant which secure to the Company the right to so prosecute or provide defense in the were authorized by the Company up to the time of payment and which the action or proceeding,and all appealstherem,and permitthe Companyto use, Company is obligated to pay;or at its option,the name of such insured for this purpose.Whenever requested (ii)to payer otherwise settle with the insured claimant the loss or damage by the Company,an insured,at the Company's expense,shall give the Com- provided for under this policy, together with any costs, attorneys' fees and pany all reasonable aid (i) in any action or proceeding, securing evidence, expenses incurred by the insured claimant which were authorized by the obtaining witnesses, prosecuting or defending the action or proceeding, or Company up to the time of payment and which the Company is obligated to effecting settlement,and(ii)in any other lawful act which in the opinion of the pay. Company may be necessary or desirable to establish the title to the estate or Upon the exercise by the Company of either of the options provided for in interest or the lien of the insured mortgage, as insured. If the Company is paragraphs(b)(i)or b(ii),the Company's obligations to the insured under this prejudiced bythe failure of an insured to furnish the required cooperation,the policy for the claimed loss or damage,other than the payments required to be Company's obligations to the insured under the policy shall terminate,includ- made, shall terminate, including any liability or obligation to defend, prose- ing any liability or obligation to defend,prosecute,or continue any litigation, cute or continue any litigation. with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE 7. DETERMINATION AND EXTENT OF LIABILITY In additionto and afterthe notices required under Section 3 ofthese Condi- This policy is a contract of indemnity against actual monetary loss or dam- tions and Stipulations have been provided the Company, a proof of loss or age sustained or incurred by the insured claimant who has suffered loss or damage signed and sworn to bythe insured claimantshall be furnished tothe damage by reason of matters insured against by this policy and only to the Company within 90 days after the insured claimant shall ascertain the facts extent herein described. giving rise to the loss or damage.The proof of loss or damage shall describe (a)The liability of the Company under this policy to an insured lender shall the defect in, or lien or encumbrance on the title, or other matter insured not exceed the least of: against by this policy which constitutes the basis of loss or damage and shall (i)the Amount of Insurance stated in Schedule A, or, if applicable, the state,to the extent possible,the basis of calculating the amount of the loss or amount of insurance as defined in Section 2 (c) of these Conditions and damage.If the Company is prejudiced by the failure of an insured claimant to Stipulations; provide the required proof of loss or damage,the Company's obligations to (it)the amount of the unpaid principal indebtedness secured by the such insured under the policy shall terminate,including any liability or obliga- insured mortgage as limited or provided under Section 8 of these Conditions tion to defend,prosecute,or continue any litigation,with regard to the matter and Stipulations or as reduced under Section 9 of these Conditions and or matters requiring such proof of loss or damage. Stipulations, at the time the loss or damage insured against by this policy In addition,an insured claimant may reasonably be required to submit to occurs,together with interest thereon;or examination under oath by any authorized representative of the Company (!it)the difference between the value of the insured estate or interest as and shall produce for examination, inspection and copying,at such reason- insured and the value of the insured estate or interest subject to the defect, abletimes and places as may be designated by any authorized representative lien or encumbrance insured against by this policy. of the Company, all records, books, ledgers, checks, correspondence and (b)In the event the insured lender has acquired the estate or interest in the memoranda, whether bearing a date before or after Date of Policy, which manner described in Section 2(a)of these Conditions and Stipulations or has reasonably pertain to the loss or damage.Further,if requested by any author- conveyed the title,then the liability of the Company shall continue as set forth ized representative of the Company,the insured claimant shall grant its per- in Section 7(a)of these Conditions and Stipulations. mission,in writing,for any authorized representative of the Company to exam- (c)The liability of the Company under this policy to an insured owner of the ine, inspect and copy all records, books, ledgers, checks, correspondence estate or interest in the land described in Schedule A shall not exceed the and memoranda in the custody or control of a third party,which reasonably least of: pertain to the loss or damage.All information designated as confidential by an (i)the Amount of Insurance stated in Schedule A;or, insured claimant provided to the Company pursuant to this Section shall not (ii)the difference between the value of the insured estate or interest as be disclosed to others unless,in the reasonable judgment of the Company,it insured and the value of the insured estate or interest subject to the defect, is necessary in the administration of the claim.Failure of an insured claimant lien or encumbrance insured against by this policy. to submit for examination under oath, produce other reasonably requested (d)The Company will pay only those costs,attorneys'fees and expenses information or grant permission to secure reasonably necessary information incurred in accordance with Section 4 of these Conditions and Stipulations. 8. LIMITATION OF LIABILITY insured claimant,the Company shall be subrogated(I)as to an insured owner, (a)If the Company establishes the title,or removes the alleged defect,lien to all rights and remedies in the proportion which the Company's payment or encumbrance,or cures the lack of a right of access to or from the land,or bears to the whole amount of loss;and(ii)as to an insured lender,to all rights cures the claim of unmarketability of title,or otherwise establishes the lien of and remedies of the insured claimant after the insured claimant shall have the insured mortgage,all as insured,in a reasonably diligent manner by any recovered its principal,interest,and costs of collection. method, including litigation and the completion of any appeals therefrom, it If loss should result from any act of the insured claimant,as stated above, shall have fully performed its obligations with respect to that matter and shall that act shall not void this policy, but the Company, in that event, shall be not be liable for any loss or damage caused thereby. required to pay onlythat part of any losses insured against by this policy which (b)In the event of any litigation,including litigation by the Company or with shall exceed the amount,if any,lost to the Company by reason of the impair- the Company's consent,the Company shall have no liability for loss or dam- ment by the insured claimant of the Company's right of subrogation. age until there has been a final determination by acourt of competent jurisdic- (b) The Insured's Rights and Limitations. tion,and disposition of all appeals therefrom,adverse to the title or,if applica- Notwithstanding the foregoing,the owner of the indebtedness secured by ble,to the lien of the insured mortgage,as insured. an insured mortgage,provided the priority of the lien of the insured mortgage (c)The Company shall not be liable for loss or damage to any insured for or its enforceability is not affected, may release or substitute the personal liability voluntarily assumed bythe insured in settling any claim orsuit without liability of any debtor or guarantor,or extend or otherwise modify the terms of the prior written consent of the Company. i payment, or release a portion of the estate or interest from the lien of the (d)The Company shall not be liable to an insured lender for.(i)any indebt- insured mortgage,or release any collateral security for the indebtedness. edness created subsequent to Date of Policy except for advances made to When the permitted acts of the insured claimant occur and the insured has protect the lien of the insured mortgage and secured thereby and reasonably knowledge of any claim of title or interest adverse to the title to the estate or amounts expended to prevent deterioration of improvements;or(ii)construc- interest orthe priority or enforceability of the lien of the insured mortgage,as tion loan advances made subsequent to Date of Policy,except construction insured, the Company shall be required to pay only that part of any losses loan advances made subsequent to Dateof Policy forthe purpose of financing insured against bythis policywhich shall exceed the amount,if any,losttothe in whole or in part the construction of an improvement to the land which at Company by reason of the impairment by the insured claimant of the Compa- Date of Policy were secured by the insured mortgage and which the insured ny's right of subrogation. was and continued to be obligated to advance at and after Date of Policy. (c)The Company's Rights Against Non-insured Obligors. 9. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF The Company's right of subrogation against non-insured obligors shall LIABILITY exist and shall include,without limitation,the rights of the insured to indem- (a)All payments under this policy,except payments made for costs,attor- nities,guaranties,other policies of insurance or bonds,notwithstanding any neys'fees and expenses,shall reduce the amount of the insurance pro tanto. terms or conditions contained in those instruments which provide for subroga- However,as to an insured lender,any payments made prior to the acquisition tion rights by season of this policy. of title to the estate or interest as provided in Section 2(a)of these Conditions The Company's right of subrogation shall not be avoided by acquisition of and Stipulations shall not reduce pro tanto the amount of the insurance an insured mortgage by an obligor(except an obligor described in Section afforded under this policy as to any such insured except to the extant that the 1(a)(ii)of these Conditions and Stipulations)who acquires the insured mort- payments reduce the amount of the indebtedness secured by the insured gage as a result of an indemnity,guarantee,other policy of insurance,or bond mortgage. and the obligor will not be an insured under this policy,notwithstanding Sec- (b)Payment in part by any person of the principal of the indebtedness,or tion 1(a)(i)of these Conditions and Stipulations. any other obligation secured bythe insured mortgage,or any voluntary partial satisfaction or release of the insured mortgage,to the extent of the payment, 13. AREITRATION satisfaction or release,shall reduce the amount of insurance pro tanto.The Unless prohibited byapplicable law,eitherthe Companyorthe insured may amount of insurance may thereafter be increased by accruing interest and demand arbitration pursuant to the Title Insurance Arbitration Rules of the advances made to protect the lien of the insured mortgage and secured American Arbitration Association.Arbitrable matters may include,but are not thereby,with interest thereon,provided in no event shall the amount of insur- limited to, any controversy or claim between the Company and the insured ante be greater than the Amount of Insurance stated in Schedule A. arising out of or relating to this policy,any service of the Company in connec- (c)Payment in full by any person or the voluntary satisfaction or release of tion with its issuance orthe breach of a policy provision or other obligation.All the insured mortgage shall terminate all liability of the Company to an insured arbitrable matters when the Amount of Insurance is$1,000,000 or less shall lender except as provided in Section 2(a)of these Conditions and Stipula- be arbitrated at the option of either the Company or the insured.All arbitrable tions. matters when the Amount of Insurance is in excess of$1,000,000 shall be 10. LIABILITY NONCUMULATIVE arbitrated only when agreed to by both the Company and the insured.Arbitra- tion pursuant to this policy and under the Rules in effect on the date the It is expressly understood that the amount of insurance under this policy demand for arbitration is made or,at the option of the insured,the Rules in shall be reduced by any amount the Company may pay under any policy effect at Date of Policy shall be binding upon the parties. The award may insuring a mortgage to which exception is taken in Schedule B or to which the include attorneys'fees only if the laws of the state in which the land is located insured has agreed, assumed, or taken subject, or which is hereafter exe- permit a court to award attorneys'fees to a prevailing party.Judgment upon cuted by an insured and which is a charge or lien on the estate or interest the award rendered by the Arbitrator(s)may be entered in any court having described or referred to in Schedule A, and the amount so paid shall be jurisdiction thereof. deemed a payment under this policy to the insured owner. I The law of the situs of the land shall apply to an arbitration under the Title The provisions of this Section shall not apply to an insured lender,unless Insurance Arbitration Rules. such insured acquires title to said estate or interest in satisfaction of the indebtedness secured by an insured mortgage. A copy of the Rules may be obtained from the Company upon request. 11. PAYMENT OF LOSS 14. LIA131LITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT (a)No payment shall be made without producing this policy for endorse- (a)This policy together with all endorsements,if any,attached hereto bythe ment of the payment unless the policy has been lost or destroyed, in which Company is the entire policy and contract between the insured and the Com- case proof of loss or destruction shall be furnished to the satisfaction of the pany.In interpreting any provision of this policy,this policy shall be construed Company. as a whole. (b)When liability and the extent of loss or damage has been definitely fixed (b)Any claim of loss or damage,whether or not based on negligence,and in accordance with these Conditions and Stipulations, the loss or damage which arises out of the status of the lien orthe insured mortgage,or of the title shall be payable within 30 days thereafter. to the estate or interest covered hereby,or by any action asserting such claim 12. SUBROGATION UPON PAYMENT OR SETTLEMENT shall be restricted to this policy. (a)The Company's Right of Subrogation. (c)No amendment of or endorsement to this policy can be made except by Whenever the Company shall have settled and paid a claim under this a writing endorsed hereon or attached heretosigned byeitherthe President,a policy,all right of subrogation shall vest in the Company unaffected by any act Vice President,the Secretary,an Assistant Secretary,or validating officer or of the insured claimant i authorized signatory of the Company. The Company shall be subrogated to and be entitled to all rights and 15. SEV'ERABILITY remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued.if requested by In the event any provision of this policy is held invalid or unenforceable the Company, the insured claimant shall transfer to the Company all rights under applicable law,the policy shall be deemed not to include that provision and remedies against any person or property necessary in order to perfect and all other provisions shall remain in full force and effect. this right of subrogation.The insured claimant shall permit the Company to sue,compromise or settle in the name of the insured claimant and to use the 16. NOTICES,WHERE SENT name of the insured claimant in any transaction or litigation involving these All notices required to be given the Company and any statement in writing rights or remedies. requnell to be furnished the Company shall include the number of this policy If a payment on account of a claim does not fully cover the loss of the and shall be addressed to the Company at the issuing office or to: CHICAGO TITLE INSURANCE COMPANY Claims Department 171 North Clark Street Chicago, IL 60601-3294 California Land Title Association Owner's Policy SCHEDULE A Amount of Insurance: $126,218.75 Policy No. 27051308 E75 Dateof Policy: DULY 31, 2002 at B:00 AM Premium: $566 .00 1. Name of Insured: CITY OF PALM SPRINGS 2. The estate or interest in the land which is covered by this policy is: A FEE 3. Title to the estate or interest in the land is vested in: CITY OF PALM SPRINGS, A MUNICIPAL CORPORATION 4. The land referred to in this policy is situated in the County of State of California and is described as follows: ALL THAT PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TOWNSITE AS RECORDED IN MAP BOOK 9 AT PAGE 423, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 19, THENCE SOUTH 890 52' 58" WEST ALONG THE SOUTH LINE OF SAID LOT 19 A DISTANCE 145.33 FEET TO THE SOUTHWEST CORNER OF SAID LOT 19; THENCE NORTH 00° 05' 27" WEST ALONG THE WEST LINE OF SAID LOT 19 A DISTANCE OF 50.01 FEET TO THE NORTHWEST CORNER OF SAID LOT 19; THENCE SOUTH 89° 52' 48" EAST ALONG THE NORTH LINE OF SAID LOT 19 A DISTANCE OF 62.62 FEET; THENCE SOUTH 000 05' 27" EAST A DISTANCE OF 25.01 FEET; THENCE SOUTH 89° 52' 4B" EAST A DISTANCE OF 82.71 FEET TO THE EAST LINE OF SAID LOT 19; THENCE SOUTH 00° 05' 38" EAST ALONG THE EAST LINE OF SAID LOT 19 A DISTANCE OF 25.00 This Policy valid only if Schedule B is attached. CLTAOA99-,0„3/95AA CHICAGO TITLE INSURANCE COMPANY Policy No. 27051308 - E75 Page i DESCRIPTION FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION LYING EASTERLY OF A LINE WHICH IS WESTERLY OF AND 50.00 FEET MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF EAST AVENUE (NOW KNOWN AS INDIAN CANYON DRIVE) AS CONVEYED TO THE CITY OF PALM SPRINGS BY DEED RECORDED JUNE 30, 1966 AS INSTRUMENT NO. 67758, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. California Land Title Association Owner's Policy SCHEDULE B Policy No. 27051308 E75 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: PARTI 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whetheror not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3• Easements,liens or encumbrances, or claims thereof,which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose,and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the public records. PART II 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE LEVIED FOR THE FISCAL YEAR 2002-2003 THAT ARE A LIEN NOT YET DUE. 2. PROPERTY TAXES FOR THE FISCAL YEAR SHOWN BELOW ARE PAID. FOR INFORMATION PURPOSES THE AMOUNTS ARE: FISCAL YEAR: 2001-2002 1ST INSTALLMENT: $1, 088 .45 2ND INSTALLMENT: $1, 088 .45 EXEMPTION: $NONE CODE AREA: 011008 ASSESSMENT NO: 513-154-025-8 3 . PROPERTY TAXES FOR THE FISCAL YEAR SHOWN BELOW ARE PAID. FOR INFORMATION PURPOSES THE AMOUNTS ARE: FISCAL YEAR: 2001-2002 1ST INSTALLMENT: $B51.65 2ND INSTALLMENT: $651.65 EXEMPTION: $NONE CODE AREA: 011008 ASSESSMENT NO: 513-154-026-9 OLTAOBBB-10/13/95AA CHICAGO TITLE INSURANCE COMPANY SCHEDULE B Page 1 (Continued) POLICY NO. 027051308 E75 4. THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IF ANY, MADE PURSUANT TO THE PROVISIONS OF PART 0.5, CHAPTER 3 .5 OR PART 2, CHAPTER 3, ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A RESULT OF THE TRANSFER OF TITLE TO THE VESTEE NAMED IN SCHEDULE A; OR AS A RESULT OF CHANGES IN OWNERSHIP OR NEW CONSTRUCTION OCCURRING PRIOR TO DATE OF POLICY. S. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. 6. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: GENERAL TELEPHONE COMPANY OF CALIFORNIA PURPOSE: PUBLIC UTILITIES RECORDED: JANUARY 14, 1974 AS INSTRUMENT NO. 4962, OFFICIAL RECORDS AFFECTS: WITHIN THE WESTERLY 5.00 FEET OF SAID LAND 7. AN ENCROACHMENT OF 2 TO 10 INCHES ALONG THE WESTERLY BOUNDARY OF LOT 19 LYING WITHIN PARCEL A AS DISCLOSED BY A DOCUMENT RECORDED FEBRUARY 3, 1998 AS INSTRUMENT NO. 39235 OF OFFICIAL RECORDS. S. A DOCUMENT ENTITLED "AGREEMENT CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS", DATED JUNE 3, 2002 EXECUTED BY THOMAS A. ADAMO AND EILEEN C. ADAMO AND THE CITY OF PALM SPRINGS, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JUNE 12, 2002 AS INSTRUMENT NO. 2002-318760, OFFICIAL RECORDS. END OF SCHEDULE B MF/NG/AF/AF AUTHORIZED SIGNATORY SCHEDEC-02/2E/92-Irc //-ooe 011-074 Por. N/12 SE114 SEC./5, T.4S., R.4E. 011-032 011-036 !4 -- - - A1�RE_G N ASII n-J II a1i fse M5- 24 w- 7 U12 Ona _ O ✓ ;k. ' m _ r. 1 W rei • ai-O3e /D 14 I - Q 1 / QV/ _ ` •fx 3 HS.1 Q: _f' �• P/ /5/ 4 © ®z4 /52 .7 ©Ez4 /53 7 O ♦ /54 Ex 5O I — - - — ! a•� �Y3 22 — — 9 O •a O 1 ].r, as Q%hR _ V —L/JAc( L13 Ar/ -4 : l0_ // n t I QI /7 O /B • t y \ /9 /r ' ti 0 ' Ter®u¢nqAc� tit Q -• I— - - - - Z ri /7 GO /5 I /4 r15 v S ® v rrrtar /.cn �I p Lti 5 /4 13 /r .- - I I I I© I I I 1 1 Z ® Y 1 I O I ] - - - - I I I I I I • ¢9/Ace . I .i r1f) f 1].. lia I I a Y-R.R..• ♦HF_A_ I e �H- LoT± — ..i; r• !II -- - - -�- BARR/STO- -- +- - -ROAD— Q.L.O. _ 1432 S.D. PALM SPRINGS 2D , 115 Axr! AAp /I092 '152 /3574 '58 /0028(CM22/158-/70) ^" _ ASSESSOR'S NAPBK.513 PG./3 ' Rr 1969 RIVERSIDE COUNT,CALIF. R1 U "rhk, Pk9 Is !or yflw r-!d In kc-I ,g;>;r l-r:;•;:°?7 to WroVi mid Qiil�r pQl•r::;. k le „o; ^ ,1:-.., i• .. (h`t 'Ni f.M.l{:JL'^Lj FO hf COt1 n�, U!1 G•:+:r,',,:,,, ��_ - - �ah{'xL'y CHICAGO 'TITLE COMPANY BUYER' S/BORROWER' S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 05710-027051308-001 ORDER NUMBER: 05710-027051308 CLOSING DATE: 05/31/02 CLOSER: DAWN M. MARTIN BUYER: CITY OF PALM SPRINGS SELLER: THOMAS A. ADAMO and EILEEN C. ADAMO PROPERTY: CALIFORNIA CHARGE BUYER CREDIT BUYER Settlement or Closing Fee 750 . 00 Notary Fees 20.00 Title Insurance 566 .00 Recording Fees 13 .00 Funds Due From Buyer At Closing 1, 349.00 -------------- -------------- TOTALS $ 1,349. 00 $ 1, 349 .00 F CHICAGO TITLE COMPANY 750 NORTH PALM CANYON DRIVE, PALM SPRINGS, CALIFORNIA 92262 (760)320-7512 Fax(760)327-5388 August 20,2002 CITY OF PALM SPRINGS JOHN RAYMOND Property: CALIFORNIA Escrow No:027051308 F78 Dear John: In connection with the above referenced escrow,which closed on 05/31/02,we enclose the following: Settlement Statement for your information and reco?ds and showing amount owed. Title policy Any recorded document to which you are entitled will be mailed to you directly from the County Recorder's office. Your Policy of Title Insurance will be mailed to you under separate cover. We know you had a choice and appreciate your choosing Chicago Title Company. We look forward to towOffic with your uture real estate transactions. LE COM ANY n r { CUR Oa/23/9 bk CHICAa"'TLE COMPANY 560 E. HOSPITALITY LANE, SAN BERNARDINO, CA 92408 PHONE: (909) 884-0448 FAX: (909) 384-7950 ORDER NUMBER: 027051308 E75 ORIGINAL INVOICE DATE: 07/30/02 ESCROW NUMBER: 027051308 -001 F78 INVOICE AS OF: 07/30/02 CUSTOMER NUMBER: oo99999 -3oo DEPARTMENT: 05713 SALES REP 1: 913 SALES REP 2: CHICAGO TITLE/PALM SPRINGS 750 NORTH PALM CANYON DRIVE PALM SPRINGS, CALIFORNIA 92262 ATTN: DAWN M. MARTIN YOUR REFERENCE: POLICY(S)APPLIED FOR: CLTA OWNER'S POLICY $128,218.75 F CODE DESCRIPTION AMOUNT 02 CLTA OWNERS - RES. RESALE 566.00 DE RECORDING OF DEED 13 .00 BALANCE DUE: $579.00 wvo�cez/soucncaszms