HomeMy WebLinkAbout00365C - MONTE VISTA HOTEL MOSCATEL DDA PURCHASE 414 NPC Harry Moscatel
DDA-Monte Vista Hotel Purcha�
AGREEMENT #365C
Res 993, 12-6-95
DISPOSITION AND DEVELOPMENT AGREEMENT ----- - ---
(Monte Vista Hotel)
THIS DISPOSITION AND DEVEL�PnNT AGREEMENT ( "Agreement" ) is
entered into this �' day of--Floveter, 1995, by and between THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
CALIFORNIA, a public body, corporate and politic, whose offices are
located at 3200 East Tahquitz-Canyon Way, Palm Springs, California
92262 ( "Agency" ) , and HARRY MOSCATEL, whose offices are located at
2550 La Condessa, Palm Springs, California 92262 ( "Buyer" ) . The
Agency and the Buyer hereby agree as follows :
1 . Purpose of Agreement . The purpose of this Agreement is
to effectuate the Redevelopment Plan for the Central Business
District Project Area, which was adopted by Ordinance Number 952 of
the City Council of City on May 23 , 1973 ( "Project Area") by
disposing and rehabilitating the real property improved with a
thirty-three (33) unit hotel with five (5) commercial units,
located in the City of Palm Springs, County of Riverside, State of
California, located at 414 North Palm Canyon Drive, commonly known
as the Monte Vista Hotel and more particularly described on Exhibit
"Al' attached hereto and incorporated herein (the "Land" ) , which
Land is located within the Project Area. The disposition and
rehabilitation of the Property within the Project Area and the
fulfillment generally of this Agreement are in the best interests
of the City and the welfare of its residents and are in accordance
with the public purposes and provisions of applicable federal ,
state, and local laws and regulations, under which the work has
been undertaken and is being assisted.
2 . Disposition of the Property. Buyer hereby agrees to
purchase from Agency and Agency agrees to sell to Buyer, upon the
terms and conditions set forth below, the Land, together with (i)
all improvements now or hereafter constructed thereon
( "Improvements " ) ; (ii) all rights, privileges, easements, licenses
and interests appurtenant thereto, (collectively "Appurtenances" ) ;
(iii) all personal property used in connection with the operation
of the Land and the Improvements ( "Personal Property" ) ; (iv) all
leases and rental agreements affecting the Land ( "Leases" ) ; (v) all
contracts relating to the use and operation of the Land and
Improvements ( "Contracts" ) ; and (vi) all intangible property
( "Intangible Property" ) owned or held by Seller in connection with
the Land, including, without limitation, development rights ,
governmental approvals and land entitlements . The Land,
Improvements, Appurtenances, Personal Property and Intangible
Property are collectively referred to herein as the "Property" .
2 . 1 Opening of Escrow. Within two (2) business days
after the execution of this Agreement by both parties , Agency shall
open an escrow ( "Escrow" ) with Commonwealth Land Title Company ,
( "Escrow Holder" ) by causing an executed copy of this Agreement to
FS2\487\014084-0065\2171243.5 .11/22/95
be delivered to Escrow Holder. Escrow shall be deemed open on the
date that Agency delivers this executed Agreement to Escrow Holder.
2 . 2 Payment of Purchase Price. The purchase price for
the Property is EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($850, 000 . 00)
( "Purchase Price" ) payable to Agency as follows :
(a) Concurrently with the opening of escrow, Buyer
shall deliver a personal check payable to Escrow Holder in sum
of TWENTY-FIVE THOUSAND DOLLARS ($25 , 000 . 00) (the "Deposit" ) .
Upon receipt by Escrow Holder, the Deposit shall become
nonrefundable to Buyer, to be applied to the Purchase Price,
unless Buyer terminates this Agreement pursuant to any right
to terminate contained herein or unless Escrow fails to close
due to a default by Agency. In the event of a default under
this Agreement by Buyer, Agency shall be entitled to retain
the Deposit as liquidated damages as provided in Section 4 . 1.
(b) On or before 1: 00 p.m. on the day preceding the
Closing Date, Buyer shall deliver to Escrow Holder the sum of
SEVENTY-FIVE THOUSAND DOLLARS ($75, 000 . 00) in cash, cashier' s
check issued by a major California financial institution, or
wire transfer, for disbursement to Agency at the close of
escrow; and
(c) On or before 1 : 00 p.m. on the day preceding the
Closing Date, Buyer shall execute, acknowledge (if appropri-
ate) and deliver to Escrow Holder a promissory note in the
principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($750 , 000 . 00) (the "Promissory Note") , in the form attached
hereto as Exhibit "B" ; (ii) a deed of trust in the form
attached hereto as Exhibit "C" (the "Deed of Trust" ) (iii) a
security agreement in the form attached hereto as Exhibit "D"
(the "Security Agreement" ) , (iv) a form UCC-1 financing
statement to be filed with the California Secretary of State
perfecting Agency' s security interest in the Personal Property
in a form acceptable to Agency (the "UCC-111 ) .
2 . 3 Due Diligence. Prior to execution of this
Agreement, Buyer has inspected, examined and investigated the
Property and completed all other due diligence of the Property that
Buyer deems appropriate pursuant to the terms and conditions of
that certain Temporary Revocable License Agreement by and between
Agency and Buyer dated November is—" 1995 , attached hereto as
Exhibit "E" and incorporated herein by reference ( "License
Agreement" ) . Buyer hereby approves the condition of the Property
including, without limitation, the structural integrity of the
Improvements and the environmental condition of the Property.
Buyer is committed to purchase the Property in an "AS-IS" condition
pursuant to Section 2 . 8 .
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2 .4 Title Approval .
(a) Upon the close of escrow, Agency shall convey
title to the Property as stated in Title Binder No. IB 47-
715714 dated August 10, 1994, issued by TRW Title Insurance
Company ( "Title Company") , attached hereto as Exhibit "F"
( "Title Binder") . Prior to execution of this Agreement Buyer
has approved the exceptions to title set forth in the Title
Binder. Upon the issuance of any amendment or supplement to
the Title Binder which adds additional exceptions, Buyer shall
notify Agency, in writing, of any disapproved exceptions to
title within five (5) days of receipt of such amendment or
supplement. Buyer shall not unreasonably withhold its consent
to any such new exceptions . Buyer' s failure to notify Agency
within such time frame shall be conclusively deemed Buyer' s
approval of all exceptions in any supplemental report.
(b) When Escrow Holder holds for Buyer the Grant
Deed in favor of Buyer executed and acknowledged by Seller
covering the Property, Escrow Holder shall cause to be issued
and delivered to Buyer a CLTA standard coverage policy of
title insurance ( "Title Policy" ) issued by Title Company, with
liability in the amount of the Purchase Price, showing title
vested in Buyer free of encumbrances, except :
(i) All nondelinquent general and special
real property taxes and assessments;
Binder; (ii) The matters described in the Title
(iii) The covenants, conditions and
restrictions contained in the Grant Deed;
(iv) The lien of the Deed of Trust;
(v) The standard exceptions and
exclusions contained in the CLTA form policy; and
(vi) Any matters created or consented to
by Buyer, including, without limitation, any exceptions
arising by reason of Buyer' s possession of or entry on
the Property.
(c) Upon the Close of Escrow, Escrow Holder shall
cause to be issued and delivered to Agency an ALTA lender' s
Policy of title insurance, together with such endorsements as
may be reasonably requested by Agency, issued by Title
Company, with liability in the amount of the Promissory Note
( "Agency' s Title Policy" ) , covering the Property, showing
title vested in Buyer and insuring the lien of the Deed of
Trust in a first lien priority against the Property free of
encumbrances, except:
F52\487\014084-0065\2171243.5 .11122/95 -3-
(i) All nondelinquent general and special
real property taxes and assessments;
Binder; (ii) The matters described in the Title
(iii) The covenants, conditions and
restrictions contained in the Grant Deed;
(iv) The standard exceptions and
exclusions contained in the ALTA form policy; and
by Agency. (v) Any matters created or consented to
2 .5 Rental of Commercial Units . After the opening of
escrow, Agency will not lease any commercial space on the Property
or alter, modify or extend any existing lease for any such
commercial unit without the consent of Buyer, which consent shall
not be unreasonably withheld.
2 . 6 Delivery of Documents .
(a) Buyer' s Obligations . Buyer agrees that on or
before the close of escrow, Buyer shall deliver to Escrow
Holder executed and acknowledged (if appropriate) the
following:
(i) The Promissory Note .
(ii) The Deed of Trust .
(iii) The Security Agreement .
(iv) The UCC-1 .
(v) Two copies of an Assignment and
Assumption of Leases, Contracts, Permits, Intangible
Personal Property, Warranties and Guaranties in the form
attached hereto as Exhibit "H" assigning to Buyer
Agency' s rights to the Leases, the Contracts and any
Intangible Personal Property (the "Assignment and
Assumption") .
(vi) An original executed Grant Deed in the
form attached hereto as Exhibit "I" (the "Grant Deed" ) .
(vii) Such other funds and documents required
to be delivered by Buyer pursuant to the Agreement or
reasonably necessary to consummate the transaction
contemplated hereby.
FS2\487\014084-0065\2171243.5 ull/22/95 -4-
(b) Agency Is Obligations . Agency agrees that on or
before the close of escrow, Agency shall deliver Escrow Holder
the following:
(i) The Security Agreement .
(ii) The Grant Deed.
(iii) A bill of sale for the conveyance of
title to the Personal Property to Buyer in the form
Attached hereto as Exhibit "G" ( "Bill of Sale" ) .
(iv) Two copies of the Assignment and
Assumption.
(v) Any other funds or documents required to
be delivered by Agency pursuant to the Agreement or
reasonably required to consummate the transaction
contemplated hereby.
2 . 7 Representations and Warranties of Agency. Agency
represents and warrants to Buyer that the following will be true as
of the close of escrow:
(a) The Property and the Improvements will be
maintained in the same condition as they existed on the date
this Agreement was executed, reasonable wear and tear
excepted;
(b) To Agency' s knowledge, there will be no law
suits pending or existing which relate to or affect the
Property;
(c) To Agency' s knowledge, the Property will not be
in violation of any applicable laws, building codes,
ordinances, rules or regulations, whether state, local or
federal; and
(d) Agency expressly disclaims any representations
or warranties regarding the condition of the roof.
2 . 8 AS-IS Transaction.
(a) Buyer acknowledges that, during the term of the
License Agreement, Buyer has had an adequate opportunity to
inspect the Property and to investigate its physical
characteristics and conditions, all laws, ordinances and
regulations affecting the Property, including all zoning and
building ordinances , and the suitability of the Property for
Buyer' s intended purpose and Buyer hereby waives any and all
objections to the Property which would be disclosed by such
inspections . Buyer acknowledges that, except as set forth in
Section 2 . 8, neither Agency nor any of its employees, agents,
FS2W87W14084-0065M71243.5 .11/22/95 -5-
officers, or representatives has made any representations,
warranties or agreements to or with Buyer on behalf of Agency
as to any matters concerning the Property, the present use
thereof, or the suitability of Buyer' s contemplated or
intended use of the Property. The foregoing disclaimer
includes , without limitation, topography, climate, air, water
rights, utilities, present and future zoning, soil, subsoil,
existence of hazardous materials or similar substances, the
purpose for which the Property is suited, or drainage.
(b) Except for those representations and warranties
set forth in Section 2 . 8, Buyer shall take the Property in its
"AS-IS" condition and shall be responsible for any defects in
the Property, whether patent or latent, including, without
limitation, the physical, environmental and geotechnical
condition of the Property, and the existence of any
contamination, hazardous materials , debris, or other
structures located on, under or about the Property. Buyer has
investigated and has knowledge of operative or imposed
governmental laws and regulations (including, but not limited
to, zoning, environmental, and land use laws and regulations)
to which the Property may be subject, and is acquiring the
Property on the basis of its review and determination of the
application and effect of such laws and regulations .
(c) In order to more practically implement the "AS-
IS" nature of the conveyance of the Property, Buyer hereby
waives, releases, acquits, and forever discharges and agrees
to indemnify, protect, defend and hold harmless Agency, and
Agency' s agents, representatives, officers and employees to
the maximum extent permitted by law, of and from any and all
claims , actions, causes of action, administrative proceeding,
demands, rights, liabilities, damages , losses, costs ,
expenses, or compensation whatsoever, direct or indirect,
known or unknown, foreseen or unforeseen, that now exists or
which may arise in the future on account of or in any way
growing out of or connected with the Property; including,
without limitation, (i) the existence or condition of any
Improvements on the Property (including latent defects) ,
(ii) the physical and environmental condition of the Property,
(iii) the state of title to the Property, (iv) any settlement ,
slope failure or subsidence of any the Property or settlement
or subsidence of construction thereon, (v) violation or
alleged violation of any governmental law, regulation, order
or ordinance, including, but not limited to, zoning,
environmental, asbestos control , hazardous or toxic waste
and/or materials and land use laws and regulations to which
the Property may be subject, and (vi) Buyer' s contemplated use
and/or development of the Property. The foregoing release and
indemnity shall not apply to claims or causes of action
against the Agency or the Property which arise from accidents
or other events occurring prior to the close of escrow. BUYER ,
EXPRESSLY WAIVES ANY OF ITS RIGHTS GRANTED UNDER CALIFORNIA
CIVIL CODE SECTION 1542 , WHICH PROVIDES AS FOLLOWS :
F52\487\014084-M5\2171243 5 .11/22/95 - 6-
"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. "
(d) Notwithstanding any other provision of this
Agreement, Buyer' s release and indemnification as set forth in
the provisions of this Section 2 . 8 as well as all provisions
of this Section 2 . 8 shall survive the Close of Escrow and
shall continue indefinitely.
2 . 9 Conditions Precedent to Close of Escrow.
(a) Conditions to Buyer' s Obligation to Close. The
obligation of Buyer to purchase the Property is subject to the
satisfaction of the following conditions precedent : (i)
Escrow Holder holds and will deliver to Buyer the instruments
and funds, if any, accruing to Buyer pursuant to this
Agreement; (ii) the representations and warranties of Agency
set forth herein are true and correct; (iii) Title Company is
irrevocably committed to issue to Buyer the Title Policy in
the form described in Section 2 . 4 above; and (iv) Agency shall
not be in default under this Agreement .
(b) Conditions to Agency' s Obligation to Close .
The obligation of Agency to sell the Property to Buyer is
subject to the satisfaction of the following conditions
precedent : (i) Escrow Holder holds and will deliver to Buyer
the instruments and funds accruing to Buyer pursuant to this
Agreement; (ii) the representations and warranties of Agency
set forth herein are true and correct; (iii) Title Company is
irrevocably committed to issue the Agency Title policy in the
form described in Section 2 . 4 above, and (iv) Buyer shall not
be in default under this Agreement .
2 . 10 Closing Date. The close of escrow shall occur on or
before December 22 , 1995 (the "Closing Date") . Escrow shall be
deemed to have closed on the date the Grant Deed and the Deed of
Trust are recorded in the Official Records of Riverside County. In
the event the transaction contemplated hereby is not in a position
to close on the Closing Date, any party hereto not in breach of
this Agreement may terminate this Agreement and the escrow by
providing written notice to the other party and to Escrow Holder.
Possession of the Property shall be delivered to Buyer as of the
Closing Date .
2 . 11 Escrow Provisions .
(a) Escrow Instructions . This Agreement , when
signed by Buyer and Agency, shall also constitute escrow
instructions to Escrow Holder. If required by Escrow Holder,
Buyer and Agency agree to execute Escrow Holder' s standard
escrow instructions, provided that the same are consistent
FS2\487\014084-0065\2171243 5 "ll/22/95 - '7-
with and do not conflict with the provisions of this
Agreement . In the event of any such conflict, the provisions
of this Agreement shall prevail .
(b) General Escrow Provisions . Escrow Holder will
cause the Grant Deed and the Deed of Trust to be recorded in
the Official Records of the Riverside County Recorder and the
UCC-1 to be filed with the California Secretary of State when
(but in no event after the Closing Date) it can issue the
Title Policy and the Agency' s Title Policy in the form
described in Section 2 .4 and holds for the account of Agency
the items described above to be delivered to Agency through
Escrow, less costs, expenses and disbursements chargeable to
Agency pursuant to the terms hereof. Escrow Holder shall
deliver the Title Policy to Buyer and instruct the Riverside
County Recorder to mail the Grant Deed to Buyer after
recordation. All funds received in this escrow shall be
deposited in one or more general escrow accounts of the Escrow
Holder with any bank doing business in Riverside, Orange, or
Los Angeles Counties, California, and may be disbursed to any
other general escrow account or accounts . All disbursements
shall be made by Escrow Holder' s check. This Agreement and
any modifications, amendments, or supplements thereto may be
executed in counterparts and shall be valid and binding as if
all of the parties ' signatures were on one document . Upon the
close of escrow, Escrow Holder shall fill in the "Commencement
Date" on the Promissory Note and date all other undated
documents deposited into escrow as of the date the Grant Deed
is recorded. Escrow Holder shall charge Buyer interest at the
rate set forth in the Promissory Note on a prorated basis from
the Closing Date to the first day of the calendar month
following the Closing Date.
(c) Security Deposit . Upon close of escrow, Escrow
Holder will provide a credit to Buyer for the amount of any
security deposits in Agency' s possession respecting the
Leases .
(d) Prorations Through Escrow. All rents,
nondelinquent general and special real property taxes and
assessments , utilities and other expenses which are payable by
or to the owner of the Property shall be prorated to the
Closing Date on the basis of a thirty (30) day month. In the
event final amounts with respect to said prorations are not
available as of the Close of Escrow, the proration shall be
done on an estimated basis and the parties shall prepare a
final proration within sixty (60) days of the Close of Escrow.
(e) Payment of Costs . Agency shall pay the premium
charge for the Title Policy and one-half (1/2) of the escrow
fee. Buyer shall pay for recording the Grant Deed, the
documentary transfer taxes, one-half (1/2) of the escrow fee
and the premium charged for the Agency Title Policy and any
additional premium for any title insurance coverage requested
FS2\497\014084-0065\2171243.5 all/22/95 -8-
by Buyer, including any endorsements, and the difference
between CLTA and ALTA coverage. The parties shall be
responsible for their own attorneys' fees . All other costs of
escrow not otherwise specifically allocated by this Agreement
shall be apportioned between the parties in a manner
consistent with the custom and usage of Escrow Holder.
(f) Brokerage Commission. Except as provided in
this Section 2 . 12 (f) , each party agrees to indemnify and hold
the other 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.
If, and only if, title to the Property is trans-
ferred to Buyer pursuant to the terms of this Agreement,
Escrow Holder shall pay through Escrow from funds held for
Agency a real estate commission in the amount of FIFTY
THOUSAND DOLLARS ($50, 000 . 00) to James Stuart at Group One
Realty. In the event this transaction is not consummated for
any reason, no commissions shall be due or paid to said agent .
(g) Termination and Cancellation of Escrow. If
escrow fails to close as provided above, escrow shall
terminate automatically without further action by Escrow
Holder or any party, and Escrow Holder is instructed to return
all funds and documents then in escrow to the respective
depositor of the same with Escrow Holder. Cancellation of
escrow, as provided herein, shall be without prejudice to
whatever legal rights Buyer or Agency may have against each
other arising from the escrow or this Agreement .
(h) Information Report . Escrow Holder shall file
and Buyer and Agency agree to cooperate with Escrow Holder and
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. Buyer and Agency also agree that Buyer and
Agency, their respective employees and attorneys, and Escrow
Holder and its employees, 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 party pursuant to Internal Revenue Code
Section 6045 (a) , and further agree that neither Buyer nor
Agency shall seek to hold any such party liable for the
FS2\487\014084-0065\2171243.5 all/22/95 -9 -
disclosure to the Internal Revenue Service of any such
information.
2 . 12 Assignment of Buyer' s Rights . Buyer shall not
assign its rights or interest under this Agreement, the escrow
or any of the documents executed in connection herewith, to
any other party without Agency' s prior written consent, which
may be withheld at Agency' s sole and absolute discretion. Any
such assignment without the written consent of Agency shall be
void. As a condition to any assignment, the assignee must
execute an assumption agreement assuming all of Buyer' s
obligations under this Agreement. Buyer shall remain liable
under this Agreement after any permitted assignment .
Notwithstanding the foregoing, Buyer may assign the Property
to members of Buyer' s immediate family and/or Michelle
Moscatel .
2 . 13 Time of Essence . Time is expressly declared to be
of the essence respecting Buyer' s and Agency' s performance of
each and every obligation set forth in this Agreement.
3 . Rehabilitation of the Property and Personal Property.
3 . 1 Improvement/Replacement . As consideration for the
sale of the Property, the Buyer shall use at least THREE HUNDRED
FIFTY THOUSAND DOLLARS ($350, 000 . 00) of its own funds for the
capital improvement and/or replacement of the Property and/or the
personal property in accordance with construction drawings, working
specifications and related documents that have been submitted to
and approved by the Agency in advance and in writing. Said plans
and specifications shall be submitted to the Agency for approval no
later than June 1, 1996 . Before commencement of any construction
on the Property, Buyer shall obtain any and all permits and
approvals which may be required by the City and any other
governmental entity with jurisdiction. The rehabilitation and/or
replacement of the Property and the personal property shall
commence within 30 days of the approval of the plans by the Agency
and City and shall be completed within 365 days after the close of
escrow, except as mutually agreed in writing by Buyer and Agency.
The rehabilitation shall be deemed complete upon the issuance of a
Certificate of Completion as provided in Section 3 .4 . Within ten
(10) days after receipt of a written request from Agency, Buyer
shall deliver to Agency all documentation evidencing how the
rehabilitation money was spent .
The time period (s) specified herein shall be extended for
the period of any delays due to unforeseeable causes beyond the
control and without the fault or negligence of the Buyer,
including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires , earthquakes, floods ,
epidemics, quarantine restrictions, riots, strikes , freight
embargoes, wars, and/or acts of any governmental agency, including
the Agency or City.
FS2\487\014084-0065\2171243.5 all/22/95
3 . 2 Prior Approvals . The Planning Commission of the
City of Palm Springs previously approved Case No. 3 . 13 .91, on April
12 , 1995 for the remodel of the Property in accordance with the
plans and specifications on file with the City. The approvals
granted in Case No. 1 . 13 . 91 will remain in effect for a period of
two (2) years from the date of approval by the Planning Commission
and run with the Property. Any revisions or modifications made to
the approved plans and specifications must be re-submitted to the
City for review and approval . Agency makes no representations or
warranties regarding the ownership of the plans and specifications .
3 . 3 Right of Access . Representatives of Agency and City
shall have the reasonable right of access to the Property during
the period of construction for the purposes of this Agreement,
including, but not limited to, the inspection of the work being
performed.
3 . 4 Certificate of Completion. Upon written request by
Buyer, and upon satisfactory completion of the work, Agency shall
issue to Buyer a Certificate of Completion in the form attached
hereto as Exhibit "J" . The Certificate of Completion shall be, and
shall so state, a conclusive determination of satisfactory
completion of the work required by this Agreement, and a full
compliance with the terms of this Agreement relating to
commencement and completion of the work. The Certificate of
Completion is not a notice of completion as referred to in
California Civil Code Section 3093 .
4 . Miscellaneous .
4 . 1 LIQUIDATED DAMAGES . IF BUYER COMMITS A DEFAULT
UNDER THIS AGREEMENT, THE ESCROW HOLDER MAY BE INSTRUCTED BY AGENCY
TO CANCEL THE ESCROW, AND AGENCY SHALL BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER. BUYER AND AGENCY AGREE THAT BASED UPON THE
CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE
IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH AGENCY'S DAMAGES BY
REASON OF BUYER' S DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, BUYER
AND AGENCY AGREE THAT IN THE EVENT OF A DEFAULT BY BUYER UNDER THIS
AGREEMENT, IT WOULD BE REASONABLE AT THIS TIME TO AWARD AGENCY
"LIQUIDATED DAMAGES" EQUAL TO THE AMOUNT REPRESENTED BY THE DEPOSIT
(AS DEFINED IN SECTION 2 . 1 HEREOF) PLUS ANY AND ALL ACCRUED
INTEREST THEREON. THEREFORE, IF BUYER COMMITS A DEFAULT UNDER THIS
AGREEMENT, AGENCY MAY INSTRUCT THE ESCROW HOLDER TO CANCEL ESCROW,
WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY OVER TO THE AGENCY
THE DEPOSIT TOGETHER WITH ALL INTEREST ACCRUED THEREON, AND AGENCY
SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES HEREUNDER.
NOTHING IN THIS SECTION 4 . 1 SHALL (i) PREVENT OR PRECLUDE ANY
RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS INCURRED BY AGENCY
PURSUANT TO SECTION 4 . 3 HEREOF, OR (ii) LIMIT THE EFFECTIVENESS OR
ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER
CONTAINED IN THIS AGREEMENT HEREOF. OTHERWISE, HOWEVER, UPON THE
PAYMENT OF THE DEPOSIT TO AGENCY AS LIQUIDATED DAMAGES UNDER THIS
SECTION 4 . 1, BUYER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITIES
TO AGENCY UNDER THIS AGREEMENT. AGENCY AND BUYER ACKNOWLEDGE THAT
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THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 4 . 1,
AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS . " e
� 1
AGENCY' S INITIALS B� E �.=TITIALS
4 .2 Conflicts of Interest . No member, official, or
employee of Agency shall have any personal interest, direct or
indirect, in this Agreement nor shall any such member, official, or
employee participate in any decision relating to this Agreement
which affects his personal interests or the interests of any cor-
poration, partnership, or association in which he is, directly or
indirectly, interested.
4 . 3 Attorneys' Fees . In any action between the parties
hereto, seeking enforcement of any of the terms and provisions of
this Agreement or the Escrow, or in connection with the Property,
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 .
4 . 4 No Withholding Because Non-Foreign Seller. Agency
represents and warrants to Buyer that Agency is not, and as of the
Closing Date for the purchase of the Property, will not be a
foreign person or entity within the meaning of Internal Revenue
Code Section 1445 and that it will deliver through Escrow, on or
before the Closing Date, a non-foreign affidavit to Escrow Holder
on Escrow Holder' s standard form pursuant to Section 1445 (b) (2) of
the Internal Revenue Code and the Regulations promulgated
thereunder.
4 . 5 Nonliability of Agency Officials and Employees . No
member, official, employee, or consultant of Agency or City shall
be personally liable to Buyer, or any successor in interest of
Buyer, in the event of any default or breach by Agency or for any
amount which may become due to Buyer or to its successor, or on any
obligations under the terms of this Agreement .
4 . 6 No Waiver. No delay or omission by either party
hereto in exercising any right or power accruing upon the
compliance or failure of performance by the other party hereto
under the provisions of this Agreement shall impair any such right
or power or be construed to be a waiver thereof . A waiver by
either party hereto of a breach of any of the covenants, conditions
or agreements hereof to be performed by the other party shall not
be construed as a waiver of any succeeding breach of the same or
other covenants , agreements , restrictions or conditions hereof .
4 . 7 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.
FS2\487\014084-0065\2171243 5 al I/22/95 -1 2-
4 . 8 Merger of Prior Agreements and Understandings . This
Agreement and all documents incorporated herein contain the entire
understanding among the parties hereto relating to the transactions
contemplated herein and all prior or contemporaneous agreements,
understandings, representations, and statements, oral or written,
are merged herein and shall be of no further force or effect.
4 . 9 Severability. Wherever possible, each provision of
this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law. If, however, any
provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this
Agreement .
4 . 10 Execution in Counterpart. This Agreement, including
this Addendum, 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 .
IN WITNESS WHEREOF the Agency and Buyer have executed this
Agreement as of the date first written above.
"AGENCY"
ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS ,
CALIFORNIA, a public body, corporate
and politic
B.,!j`,� / By:
— 7 ssistant Secretary Chairperson
APPROVED AS TO FORM:
RUTAN & TUCKER p
Pl ��I fVPQ V9 'i 09
L I I,III I
Y ul'
David S,_31eshire, Esq.
Agency Counsel
"BUYERdj
HAYZY MOSC TEE/
FS2\487\014084-0065\2171243.5 ull/22/95 -1 3 -
EXHIBIT "A"
LEGAL DESCRIPTION
That certain real property located in the City of Palm Springs,
County of Riverside, State of California, more particularly
described as follows :
Lot 4 and the Northerly 25 feet of the Westerly 145 .5
feet of Lot 5, Block 24 of Palm Springs, in the County of
Riverside, State of California, as shown by Map on file
on Book 9, Page 432 , of Maps, Records of San Diego
County, California.
EXCEPTING therefrom the Westerly 10 . 00 feet of the
Northerly 100 . 00 feet of Lot 4 of Block 24, as granted to
the City of Palm Springs, by deed recorded September 26,
1966, as Instrument No. 95496, of Official Records .
EXHI31T "A"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS2%497M4094-0M5%2171243.4 .11114/95
EXHIBIT "B"
SECURED PROMISSORY NOTE
$750 , 000 . 00 1995
( "Commencement Date" )
Palm Springs, California
THIS PROMISSORY NOTE ( "Note") is made as of ,
1995 , by ( "Maker" ) in favor of and
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
CALIFORNIA, a public body, corporate and politic ( "Holder" ) , who
agrees as follows :
1 . FOR VALUE RECEIVED, Maker promises to pay to the order of
Holder, at 3200 East Tahquitz-Canyon Way, Palm Springs, California
92262, or at such other place as the Holder may from time to time
designate in writing, the principal sum of SEVEN HUNDRED FIFTY
THOUSAND DOLLARS ($750, 000 . 00) , together with interest thereon at
the rate of eight percent (9a) per annum, and all other amounts
payable pursuant to this Note, as provided herein. This Note shall
be paid in full, unconditionally, and without setoff, notice or
demand.
2 . Interest shall commence to accrue hereunder upon the
Commencement Date and shall continue to so accrue until the
principal amount hereof is paid in full .
3 . The unpaid balance of principal and accrued interest
shall be payable in monthly installments of SEVEN THOUSAND DOLLARS
($7, 000 . 00) , payable on or before the first day of each calendar
month commencing upon the first day of the second month following
the Commencement Date. This Note matures on the date that is seven
(7) years after the Commencement Date, at which time all
outstanding principal and accrued interest shall be due and
payable . Each payment made hereunder shall be credited first to
the payment of any sums due under paragraph 6 below, second to
accrued but unpaid interest hereunder, and lastly to the reduction
of the principal amount of this Note.
4 . This Note may be prepaid at any time, in full or in part,
without penalty. Any such partial prepayment shall not affect
Maker' s obligation to pay monthly installments hereunder.
5 . Maker' s obligations under this Note are secured by (i)
that certain Deed of Trust of even date herewith (the "Deed of
Trust" ) wherein Maker has granted Holder a security interest in
certain real property located at 414 North Palm Canyon Drive, Palm
Springs , California, as more particularly described therein (the
"Property" ) , as collateral for Maker' s performance of this Note and
the obligations contained herein, and (ii) that certain Security
Agreement of even date herewith (the "Security Agreement" ) wherein
EXHIBIT "B
TO DISPOSITION AND DEVELOPMENT AGREEMENT
F32148T014084-OOW2171243.4 .11/14/95
Maker has pledged certain personal property located at or on the
Property, as more particularly described therein, as collateral for
Maker' s performance of this Note and the obligations contained
herein.
6 . The Deed of Trust securing this Note contains a due-on-
sale provision which is incorporated herein by reference.
7 . If Maker shall fail to make any payment hereunder on or
before the date the same is due and payable, a late charge to
compensate Holder for its damages shall immediately be due and
payable from Maker to Holder. Maker recognizes that default in
making any payment herein agreed to be paid when due will result in
Holder incurring damages, including, without limitation, additional
expenses in servicing this indebtedness, loss to Holder of the use
of the money due, and frustration of Holder' s ability to meet other
commitments and take advantage of other opportunities . Maker
acknowledges and agrees that if for any reason it fails to pay the
amounts due under this Note on the date when so due, Holder shall
be entitled to damages for the detriment caused thereby. Maker
acknowledges that it is extremely difficult and impractical to
ascertain the extent of such damages; Maker therefore agrees that
an additional sum equal to six percent (60) of the amount so due
and payable shall be payable if any such amount is not paid within
ten (10) days of the date due . Maker acknowledges and agrees that
the amount of damages ascertained by the foregoing calculation are
reasonable estimates of the damages Holder will sustain and that
Maker will immediately pay such amounts without notice or demand.
Notwithstanding any provision of this paragraph to the contrary,
the charges imposed shall not be in excess of that allowed, from
time to time, under applicable law.
8 . All agreements between Maker and Holder are expressly
limited, so that in no event or contingency whatsoever, whether by
reason of the advancement of the proceeds of this Note,
acceleration of maturity of the unpaid principal balance, or
otherwise, shall the amount paid or agreed to be paid to holder for
the use, forbearance, or detention of the money advanced under this
Note exceed the highest lawful rate permissible under applicable
usury laws , if any. If, under any circumstances whatsoever,
fulfillment of any provision of this Note, or any other agreement
pertaining to it, after a timely performance of such provision is
due, shall violate any law which a court of competent jurisdiction
deems applicable, Maker' s obligations hereunder shall be reduced as
necessary to comply with such 1aw(s) , and if, under any
circumstances whatsoever, the holder shall ever receive as interest
an amount that exceeds the highest lawful rate, the amount that
would be excessive interest shall be applied to reduce the unpaid
principal balance under this Note and not to the payment of
interest , or, if such excessive interest exceeds the unpaid balance
of principal under this Note, such excess shall be refunded to
Maker. This provision shall control every other provision of all
agreements between Maker and holder.
-2-
F92\487\014084-0065\2171243 4 al1l14195
•
9 . If Maker fails to make any payment required by this Note
within ten (10) days of when due, or defaults in any of its
obligations under this Note, then Holder may, at its option,
declare the entire unpaid principal balance of this Note and the
entire accrued interest to be immediately due and payable in full .
This remedy is in addition to any late payment fee which may
otherwise be payable hereunder.
10 . Maker hereby waives presentment, demand, notice of
dishonor, notice of default, notice of acceleration, notice of
protest and nonpayment, and diligence in taking any action to
collect any sums owing under this Note or in proceeding against any
of the rights and interests in and to any property securing payment
of this Note. Time is of the essence with respect to every
provision hereof.
11 . If the holder of this Note shall consult counsel or
commence any action by reason of a default or alleged default of
Maker in the performance of the obligations under this Note, the
prevailing party shall be entitled to recover from the other party
all actual attorneys' fees, expenses and costs incurred by the
prevailing party. The term "prevailing party" shall include any
party who engages counsel and subsequently obtains substantially
the result sought, whether by compromise, settlement, or judgment .
12 . This Note shall be governed by and construed in
accordance with the laws of the State of California. Principal and
interest shall be payable in lawful money of the United States , and
immediately available funds . The failure of the holder of this
Note to exercise any of its rights hereunder shall not constitute
a waiver of the holder' s right to subsequently exercise or enforce
any right or provision set forth herein. The acceptance of payment
shall not constitute a waiver of any past, present, or future
defaults known or unknown to the holder, with the exception of the
amount of the payments then due and accepted.
13 . This Note may be amended or modified only by written
agreement executed by the parties in interest at the time of the
amendment or modification.
14 . If any provision of this Note is determined to be void or
unenforceable by any court of competent jurisdiction, such
determination shall not affect any other provision of this Note and
all other provisions shall remain in full force and effect . If any
provision is capable of two interpretations, one which would render
it void or unenforceable and one which would render the provision
-3 -
FS2\487\014084-0065\2171243.4 .11/14/95
valid, the provision shall be interpreted in the manner which would
render it valid.
MAKER:
-4-
FS2\48T014084-0065\2171243.4 .11/14/95
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF SITE
That certain real property located in the City of Palm
Springs, County of Riverside, State of California, described as
follows :
Lot 4 and the Northerly 25 feet of the Westerly 145 .5
feet of Lot 5, Block 24 of Palm Springs, in the County of
Riverside, State of California, as shown by Map on file
on Book 9 , Page 432 , of Maps, Records of San Diego
County, California.
EXCEPTING therefrom the Westerly 10 . 00 feet of the
Northerly 100 . 00 feet of Lot 4 of Block 24, as granted to
the City of Palm Springs, by deed recorded September 26,
1966, as Instrument No. 95496, of Official Records.
ATTACHMENT NO. 1
TO CERTIFICATE OF COMPLETION
FS2\487\014084-0065\2171243.4 .11/14/95
Order No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
The Community Redevelopment Agency of the City
of Palm Springs, California
3200 East Tahquitz-Canyon Way
Palm Springs, CA 92262
Ann: Executive Director
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
This DEED OF TRUST is made by and between herein called TRUSTOR, whose address
is FIRST AMERICAN TITLE INSURANCE COMPANY, herein called TRUSTEE, and
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body,
corporate and politic, herein called BENEFICIARY.
WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that certain property in the City
of Palm Springs, County of Riverside, State of California, as more particularly described in Attachment No. 1 attached
hereto and incorporated by this reference (the "Property"), together with rents, issues and profits thereof, subject, however,
to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and
profits for the purpose of securing (1) payment of the sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00), with
interest thereon according to the terms of a promissory note or notes of even date herewith made by Truster, payable to order of
Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Truster incorporated by reference or
contained herein; (3) compliance with and performance of those certain covenants, conditions and restrictions contained in that
certain Grant Deed of even date herewith executed by Trustor and Beneficiary and recorded concurrently herewith; and (4) payment
of additional sums and interest thereon which may hereafter be loaned to Truster, or his successors or assigns, when evidenced
by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above described, Truster expressly makes each and
all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in
subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed
of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of
Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name
of such county, namely:
COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 656 Kings 858 713 Placer 1028 379 Sierra 38 187
Alpine 3 130-31 Lake 437 110 Plumes 166 7307 Sicklyou 506 762
Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 1287 621
Butte 1330 513 Los Angeles T-387B 674 Sacramento 5039 124 Scrams 2067 427
Calaveras 186 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56
Colusa 323 391 Mann 1849 122 San Bernardino 6213 768 Sutter SEE 1385
Contra Costa 4684 1 Maniacs. 90 453 San Francisco A�804 596 Tahama 457 183
Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 596
EI Dorado 704 635 Merced 1660 753 San Lws Obispo 1311 137 Tulare 2630 Ice
Fresno 5052 623 Modac 191 93 San Mateo 4778 175 Tuolumne 177 160
Glenn 469 76 Mario 69 302 Santa Barbara 2065 881 Ventura 2607 237
Humboldt 801 83 Monterey 357 239 Santa Clara 6625 664 Yale 769 16
Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693
Inyo 165 672 Nevada 363 94 Shasta Boo 633
Kern 3755 690 Orange 7182 is San Diego SERIES 5 Book 1964, Page 149774
(CONTINUED ON NEXT PAGE) 1265(1/94)
Page I
EX141Bn• 'C"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS24187A014084-0065\2171243 4 all/14/95
shall inure to and bind the parties he9o, with respect to the property above dribed. Said agreements, terms and
provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are
by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as
if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby,
provided the charge therefor does not exceed the maximum allowed by law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to
him at his address hereinbefore set forth.
THIS DEED OF TRUST IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ON A RIDER ATTACHED HERETO.
Signature of Trustor
(CONTINUED ON NEXT PAGE) 1265(1l94)
Page 2
EXHIBIT "C"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS2\487\014084-0065\2171243.4 all/14/95
STATE OF CALIFORNIA •
1 ss.
COUNTY OF )
On 1995, before me, personally appeared
personally known tome(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 that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
(SEAL)
Cnim area for official nomrinl seal)
(CONTINUED ON NEXT PAGE) 1265(1/94)
Page 3
EXHIBIT "C"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS2\487\014084-0065\2171243.4 .11/14/95
0 DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed
of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.
A. To protect the security of this Deed of Trust,Truster agrees:
t) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly
and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for
labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to
be made thereon; not to commit or permit waste thereof; not to commit,suffer or permit any act upon said property in violation of law; to cultivate,
irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific
enumerations herein not excluding the general.
2) To provide,maintain and deliverto Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected
under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may
determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Truster. Such application or release
shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or
Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or
proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant
water stock; when due,all encumbrances,charges and liens,with interest,on said property or any part thereof, which appear to be prior or superior
hereto; all costs, fees and expenses of this Trust.
Should Truster fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do
and without notice to or demand upon Truster and without releasing Truster from any obligation hereof, may:make or do the same is such manner
and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property
for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or
Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior
hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure
at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding
the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement
is demanded.
B. It is mutually agreed:
t) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned
and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above
provided for disposition of proceeds of fire or other insurance.
2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt
payment when due of all other sums so secured or to declare default for failure so to pay.
3) That at any time or from time to time,without liability therefor and without notice,upon written request of Beneficiary and presentation
of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured
hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof;join in granting any easement thereon,
or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and
said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees,
Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be
conclusive proof of the truthfulness thereof. The Grantee in such reconveyance maybe described as"the person or persons legally entitled thereto."
5) That as additional security,Truster hereby gives to and confers upon Beneficiary the right,power and authority,during the continuance
of these Trusts, to collect the rents,issues and profits of said property, reserving unto Truster the right, prior to any default by Truster in payment
of any indebtedness secured hereby or in the performance of any agreement hereunder,to collect and retain such rents, issues and profits as they
become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be
appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of
said property or any part thereof, in his own name sue for or otherwise collect such rents, issues,and profits, including those past due and unpaid,
and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured
hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents,
issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.
6) That upon default by Truster in payment of any indebtedness secured hereby or in the performance of any agreement hereunder,
Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand
for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for retard.
Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having
been given as then required by law, Trustee, without demand on Truster, shall sell said property at the time and place fixed by it in said notice of
sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money
of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time
and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding
(CONTINUED ON NEXT PAGE) I265(1/94)
Page 4
EXHIBIT"C"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
F52\48T014084-0065\2171243.4 .11/14/95
Postponement. Trustee shall deliver to such Oaser its deed conveying the property so sold, bul lthout any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Truster,
Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.
After deducting all costs,fees and expenses of Trustee and of this Trust,including cost of evidence of title in connection with sale,Trustee
shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount
allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled
thereto.
7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing,
substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly
acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate,
rights, powers and duties. Said instrument must contain the name of the original Truster, Trustee and Beneficiary hereunder, the book and page
where this Deed is recorded and the name and address of the new Trustee.
8) That this Deed applies to,inures to the benefit of, and binds all parties hereto,their heirs,legatees,devisees,administrators,executors,
successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not
named as Beneficiary herein. In this Deed, whenever the context so requires,the masculine gender includes the feminine and/or neuter, and the
singular number includes the plural.
9) That Trustee accepts this Trust when this Deed,duly executed and acknowledged,is made a public record as provided by law. Trustee
is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Truster,Beneficiary
or Trustee shall be a party unless brought by Trustee.
DO NOT RECORD REQUEST FOR FULL RECONVEYANCE
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:
The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said
note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested
and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above mentioned,
an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to
reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.
Dated
Please mail Deed of Trust,
Note and Reconveyance to
Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for
cancellation before reconveyance will be made.
(CONTINUED ON NEXT PAGE) 1265(1/94)
Page 5
EXHIBIT "C"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
F52\487\0140840065\2171243.4 a11/14/95
ATTACHMENT NO. 1
LEGAL DESCRIPTION
That certain real property located in the City of Palm Springs,County of Riverside,State of California, more particularly
described as follows:
Lot 4 and the Northerly 25 feet of the Westerly 145.5 feet of Lot 5, Block 24 of Palm Springs, in the
County of Riverside, State of California, as shown by Map on file on Book 9, Page 432, of Maps,
Records of San Diego County, California.
EXCEPTING therefrom the Westerly 10.00 feet of the Northerly 100.00 feet of Lot 4 of Block 24, as
granted to the City of Palm Springs,by deed recorded September 26, 1966, as Instrument No. 95496,
of Official Records.
ATTACHMENT NO. 1
TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
FS2\497\0140a40065\2171243.4 all/14/95
RIDER TO DEED OF TRUST
THIS RIDER TO DEED OF TRUST is attached to and incorporated by
reference in that certain Deed of Trust dated
between ( "Trustor" ) , FIRST AMERICAN
TITLE INSURANCE COMPANY ( "Trustee") , and THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic ( "Beneficiary") .
Said deed of trust is hereby modified/supplemented (and as
modified/supplemented is hereinafter referred to as "this Deed of
Trust" ) in the following particulars only:
1 . OBLIGATIONS SECURED. The grants, assignments, and
transfers made herein are given for the purpose of securing full
and timely observance and performance by Trustor of its obligations
under (i) that certain Secured Promissory Note in the original
principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($750, 000 . 00) executed by Trustor, as Maker, of even date herewith
( "Note") ; and (ii) those certain covenants, conditions and
restrictions contained in that certain Grant Deed of even date
herewith executed by Trustor and Beneficiary and recorded
concurrently herewith, including the obligation to rehabilitate the
Project as more particularly set forth therein (the "Secured
Obligations " ) .
2 . MAINTENANCE AND PRESERVATION. Trustor agrees to protect
and preserve the Property and to maintain it in good condition and
repair, subject to reasonable wear and tear. Trustor shall repair
and restore promptly and in good and workmanlike manner any
improvements or fixtures which may be damaged or destroyed and to
pay when due all costs incurred therefor. Trustor shall complete
promptly and in good and workmanlike manner any improvements now or
hereafter being constructed, erected or built on the Property.
Trustor shall not cause or permit any of the improvements to be
removed, demolished or structurally altered in whole or in part, or
cause or permit any fixture to be removed or destroyed, without the
prior written consent of Beneficiary; provided however that (i) any
fixture existing as of the date hereof may be removed without the
consent of Beneficiary as long as it is promptly replaced by a
fixture of equal or greater value; and (ii) any fixture installed
following the date hereof may be removed without the consent of
Beneficiary so long as all damage caused by such removal is
promptly repaired by Trustor. Trustor shall not abandon or leave
vacant or unguarded the Property or cause or permit any waste
thereto, or commit, suffer or permit any use of, act or fail to act
with respect to the Property in violation of any law, regulation,
ordinance, covenant, condition or restriction affecting the
Property, or which would wholly or partially invalidate any
insurance hereunder required to be carried by Trustor. Trustor
shall permit Trustee or Beneficiary, or their agents , to inspect
the Property, including the interior of structures at any
reasonable time .
F52\487\014084-OO65\2171243.4 all/14/95
3 . ACCELERATION UPON TRANSFER OR ENCUMBRANCE. Upon any
sale, transfer, hypothecation, entering into option to purchase or
lease with option to purchase, assignment, encumbrance, pledge,
hypothecation, grant of security interest in or other disposition,
whether voluntary, involuntary or by operation of law, of all or
any part of the Property or any interest or beneficial interest
therein (with the' exception of the lease of the individual hotel
and commercial units located on the Property, which event shall not
grant Beneficiary the right to accelerate Trustor' s obligations
pursuant to this provision) , Beneficiary may, at its sole option,
by written notice to Trustor, declare all obligations secured by
this Deed of Trust immediately due and payable, except to the
extent that such acceleration and in such particular circumstances
where exercise of such a right by Beneficiary is prohibited by law.
Trustor shall notify Beneficiary promptly in writing of any
transaction or event which may give rise to a right of acceleration
hereunder. Trustor shall pay to Beneficiary all damages
Beneficiary sustains by reason of the breach of the covenant of
notice set forth herein. Notwithstanding the foregoing, Trustor
may transfer the Property to members of Trustor' s immediate family
and/or to Michelle Moscatel .
"Trustor"
MWVM4094-0065\2171243.5 nIIJ22/95 -2-
EXHIBIT "D"
SECURITY AGREEMENT
THIS SECURITY AGREEMENT ( "Agreement") , executed as of this
day of , 1995, by
( "Debtor" ) in favor of the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and
politic ( "Secured Party" ) .
IN CONSIDERATION OF inducing Secured Party into entering (a)
that certain Disposition and Development Agreement ( "Purchase
Agreement" ) of even date herewith; (b) accepting that certain
Promissory Note of even date herewith (the "Note") executed by
Debtor in favor of Secured Party in connection with Debtor' s
purchase of certain real property located in Palm Springs,
California, as more particularly described below; and (c) for other
good and valuable consideration, Debtor hereby grants, pledges and
transfers to Secured Party a security interest in all of the
property now owned or hereafter acquired by Debtor, attached to,
located on, forming a part of, or used in connection with the use
or occupancy of that certain real property commonly referred to as
the "Monte Vista Hotel " located at 414 N. Palm Canyon Drive, Palm
Springs , California, as more particularly described in Attachment
No. 1 attached hereto (the "Property") , together with all property
of like kind or type hereafter acquired by Debtor in substitution
or replacement thereof, attached to or which may hereafter at any
time be placed in or added to the Property or any portion thereof
and owned by Debtor, including all after-acquired property,
replacements and proceeds (including condemnation awards, tort
claims and insurance proceeds) , arising from or in any manner
connected with said real and personal property, and all products
and proceeds thereof, including without limitation, the property
described in Attachment No. 2 attached hereto (collectively the
"Collateral" ) .
1 . Secured Obligations . This Agreement and the security
interests created hereby are given for the purpose of securing
repayment of all indebtedness evidenced by the Note and the
performance of Debtor' s obligations under the Note.
2 . Covenants . Representations and Warranties . Debtor hereby
warrants , represents and covenants to and agrees with Secured Party
that :
(a) The Collateral will be located and will be kept on
the Property; Debtor will not remove the Collateral from the
Property without the prior written consent of Secured Party;
and, Debtor will immediately give written notice to Secured
Party of any change of address and any change in its principal
place of business .
EXHIBIT "D"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS214871014084-006512171243 4 .11/14/95
(b) Debtor now has or will acquire clear and
unencumbered title to the Collateral to be acquired and,
except for the security interest granted herein, Debtor will
at all times keep the Collateral free from any adverse lien,
security interest or encumbrance other than this security
interest .
(c) No financing statement or lien instrument in favor
of any person other than the Secured Party covering all or any
portion of the Collateral has been or will be executed,
recorded or filed, except as otherwise provided herein.
3 . Collateral . The security interest hereby granted shall
continue until full performance by Debtor of all conditions and
obligations under the Note. Debtor shall be entitled to possession
of the Collateral until occurrence of an Event of Default, but
shall use the Collateral in a careful and prudent manner, maintain
the Collateral in good repair, pay all taxes and other charges
thereon when due and defend the Collateral at all times against any
claims during the duration of this Agreement . Debtor shall not
permit the Collateral to be removed from the Property without the
prior written consent of Secured Party. Debtor shall give prompt
written notice to Secured Party of any transfer, sale, pledge,
assignment or any other process or action taken or pending,
voluntary or involuntary, whereby a third party may obtain or is
attempting to obtain possession of or any interest in the
Collateral . Secured Party shall have the right to inspect the
Collateral at all reasonable times . At its option, but without
obligation to Debtor and without relieving Debtor from any default,
Secured Party may discharge taxes, liens or other encumbrances
levied or placed upon the Collateral, may maintain and pay
insurance thereon, and may order and pay for any necessary repairs
or maintenance thereon, for which Debtor upon demand agrees to
reimburse Secured Party for amounts expended, with interest thereon
at the rate of ten percent (10°;) per annum. Debtor will not waste
or destroy the Collateral or any portion thereof . Debtor will not
use the Collateral in violation of any statute or ordinance or any
Policy of insurance thereon.
4 . Insurance. Debtor will at all times keep the Collateral
insured against loss, damage, theft and other risks by a
comprehensive extended coverage insurance policy in kinds , amounts
and forms and with companies satisfactory to Secured Party. Such
policies shall provide that loss thereunder shall be payable only
to Secured Party and not to Debtor and Secured Party jointly.
Secured Party may apply the proceeds of such insurance against the
outstanding indebtedness of the Borrower, regardless of whether all
or any portion of the indebtedness is due and owing. Any such
policy or policies shall contain a non-contributory standard
mortgagee clause providing for cancellation only upon ten (10 )
days , prior written notice having been given to Secured Party. All
policies of insurance so required shall be placed in the possession
of Secured Party. Failure of Debtor to procure or maintain such
insurance or to remove any encumbrance upon the Collateral shall ,
-2 -
F3214871014084-006n2171243.4 .11/14/95
in the sole discretion of Secured Party, be an Event of Default
under this Agreement .
5 . Financing Statements ; Attorney in Fact. Debtor
authorizes Secured Party to execute and file financing statements
signed only by Secured Party on the Collateral covered by this
Agreement, and agrees that any filing fees incurred may be added to
the obligations secured by this Agreement, including filing fees
for continuation statements or assignments of financing statements .
Debtor agrees, in addition, to execute and deliver all other
certificates and forms, including any certificate of title to a
motor vehicle, with the security interest of the Secured Party
noted thereon, required by Secured Party which may be necessary to
assure perfection of the security interest of Secured Party in
compliance with the laws of a particular jurisdiction in which
Debtor resides, to whom the Collateral is shipped or in which the
Collateral is to be used. Debtor hereby irrevocably appoints
Secured Party as Debtor' s attorney-in-fact (such agency being
coupled with an interest) to execute and file any documents
necessary to create, perfect or preserve Secured Party' s security
interest and rights hereunder.
6 . Default . Time, and each of the terms , conditions and
agreements , are of the essence of this Agreement . Debtor agrees
that any of the following shall constitute an "Event of Default"
under this Security Agreement : (a) the failure of Debtor to pay any
indebtedness or obligation secured hereby or to perform any
condition or obligation contained herein; (b) the default by Debtor
of any payment or other obligation under the Note; (c) the default
by the Debtor of any term, condition or obligation under the Deed
of Trust of even date herewith encumbering the Property; (d) any
untrue statement, representation, or warranty made by Debtor
herein; and/or (e) any failure of Debtor to give when required
notice herein.
7. Remedies . Upon any Event of Default, Secured Party, at
its option and without notice or demand, shall be entitled to
declare the indebtedness secured hereby immediately due and payable
and enter the premises at which the Collateral is located to take
immediate possession of the Collateral or to render the Collateral
unusable. Upon request, Debtor shall assemble and make the
Collateral available to Secured Party at a place to be designated
by Secured Party which is reasonably convenient to both parties .
Upon repossession, Secured Party may propose to retain the
Collateral in satisfaction of the obligation or sell the Collateral
at public or private sale in accordance with the Uniform Commercial
Code or any other applicable statute. If any notification of
disposition of all or any portion of the Collateral is required by
law, such notification shall be deemed reasonably and properly
given if mailed at least ten (10 ) days prior to such disposition,
postage prepaid to the Debtor at its last address appearing on the
records of Secured Party by registered or certified mail, return
receipt requested. In the further event that Secured Party shall
dispose of all or any part of the Collateral after default, the
-3-
F321487\014084-0065U171243.4 .11114/95
proceeds of disposition shall be applied in the following order:
(a) to the reasonable expenses of retaking, holding, preparing for
sale, selling the Collateral, and the like; (b) to the reasonable
attorneys' fees and legal expenses incurred by Secured Party; and
(c) to the satisfaction of the obligations secured by this
Agreement.
Debtor agrees to release and hold harmless Secured Party from
any and all claims arising out of the repossession of the
Collateral . No waiver of any default or failure or delay to
exercise any right or remedy by Secured Party shall operate as a
waiver of any other default or of the same default in the future or
a preclusion of any right or remedy with respect to the same or any
other occurrence. All rights and remedies of Secured Party herein
specified are cumulative and are in addition to, not in limitation
of, any rights and remedies Secured Party may have by law. If this
Agreement is not dated when executed by the Debtor, Secured Party
is authorized, without notice to the Debtor, to date this
Agreement .
8 . Notices . All notices, approvals, consents, requests and
demands to be given pursuant to this Agreement shall be deemed to
have been given or made when deposited in the United States mail ,
postage prepaid, certified or registered mail, return receipt
requested, addressed as follows :
To Debtor:
To Secured Community Redevelopment Agency
Party: of the City of Palm Springs, California
3200 East Tahquitz-Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
or to such other addresses as may be furnished in writing for such
purposes .
9 . Modification. Debtor by its signature agrees that any
modification or rescission of this Agreement shall be ineffective
unless in writing and signed by both Secured Party and Debtor.
10 . Acceptance. Notice of the acceptance of this Agreement
by Secured Party is hereby waived by Debtor.
11 . Successors . This Agreement and all rights and
liabilities hereunder shall inure to the benefit of and be binding
upon Secured Party and Debtor, their respective successors ,
assigns, heirs and legal representatives .
-4-
F52'4S7\014094-0065\2171243.4 .11/14/95
12 . Attorneys' Fees . If any legal action or proceeding is
brought by either Debtor or Secured Party in order to enforce or
construe a provision of this Agreement, the unsuccessful party in
such action or proceeding, whether or not such action or proceeding
is settled or prosecuted to final judgment, shall pay all of the
attorneys' fees and costs incurred by the prevailing party. If
Debtor shall become subject to any case or proceeding under the
Bankruptcy Reform Act (the "Act") as amended or recodified from
time to time, Debtor shall pay to Secured Party on demand all
attorneys' fees, costs and expenses which Secured Party may incur
to obtain relief from any provision of the Act which delays or
otherwise impairs Secured Party' s exercise of any right or remedy
under this Agreement, the Note or Deed of Trust or to obtain
adequate protection or assurance for any of Secured Party' s rights
or Collateral .
13 . Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement .
14 . Attachments . Attachment Nos . 1 and 2 attached hereto are
incorporated herein by reference .
IN WITNESS WHEREOF, Debtor has caused this Security Agreement
to be executed as of the date first above written.
DEBTOR:
-5-
FSM4871014084-0065M71243.4 .11/14/95
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF REAL PROPERTY
That certain real property located in the City of Palm Springs,
County of Riverside, State of California, more particularly
described as follows :
Lot 4 and the Northerly 25 feet of the Westerly 145 .5
feet of Lot 5, Block 24 of Palm Springs, in the County of
Riverside, State of California, as shown by Map on file
on Book 9 , Page 432 , of Maps, Records of San Diego
County, California.
EXCEPTING therefrom the Westerly 10 . 00 feet of the
Northerly 100 . 00 feet of Lot 4 of Block 24, as granted to
the City of Palm Springs, by deed recorded September 26,
1966, as Instrument No. 95496, of Official Records .
ATTACHMENT NO. 1
F52\487\014084-0065\2171243 4 a11/14/95 TO SECURITY AGREEMENT
ATTACHMENT NO. 2
DESCRIPTION OF COLLATERAL
The Collateral shall mean and include all accounts, chattel paper,
contracts for sale, deposit accounts, documents, documents of
title, equipment, fixtures, general intangibles, goods,
instruments, inventory, money and all present and future
accessions, products and cash and noncash proceeds thereof and
thereto as defined in the California Commercial Code, now or at any
time acquired, located at, used or to be used for or in connection
with the construction, rehabilitation, improvement, use or
enjoyment of the Property by or for the account of Debtor, whether
in the possession of Debtor, warehousemen, bailees or any other
person and whether located at the Property or elsewhere, including
without limitation:
(a) All present and future inventory and equipment, as
those terms are defined in the California
Commercial Code, and all other present and future
personal property of any kind or nature whatsoever,
now or hereafter located at, upon or about the
Property or used or to be used in connection with
or relating or arising with respect to the Property
and/or the use thereof or any improvements thereto,
including without limitation all present and future
furniture, furnishings, fixtures, goods, tools ,
machinery, plumbing and plumbing material and
supplies, concrete, lumber, hardware, electrical
wiring and electrical material and supplies ,
heating and air conditioning material and supplies,
roofing material and supplies, window material and
supplies, doors, paint, drywall, insulation,
cabinets , ceramic material and supplies, flooring,
carpeting, appliances, fencing, landscaping and all
other materials, supplies and property of every
kind and nature.
(b) All present and future accounts, general
intangibles, chattel paper, contract rights,
deposit accounts, instruments and documents as
those terms are defined in the California
Commercial Code, now or hereafter relating or
arising with respect to the Property and/or the use
thereof or any improvements thereto, including
without limitation: (i) all rights to the payment
of money, including but not limited to, fees,
payments, charges, rents and deposits associated
with the use or occupancy of rooms, meeting places
or other facilities; retail/commercial stores ;
parking services; food service facilities ; and
recreational or leisure services on the Property;
(ii) all architectural, engineering, design and
other plans , specificazicns and drawings relating
ATTACHMENT NO. 2
F52\4871014094-0065\2171243.5 all/14/95 TO SECURITY AGREEMENT
to the development of the Property and/or any
construction thereon; (iii) all use permits,
occupancy permits, construction and building
permits, and all other permits and approvals
required by any governmental or quasi-governmental
authority in connection with the development,
construction, use, occupancy or operation of the
Property; (iv) any and all agreements relating to
the development, construction, use, occupancy
and/or operation of the Property between Debtor and
any contractor, subcontractor, project manager or
supervisor, architect, engineer, laborer or
supplier of materials; (v) all lease, rental or
occupancy agreements and payments received
thereunder; (vi) all names under which the Property
is now or hereafter known and all rights to carry
on business under any such names or any variant
thereof; (vii) all trademarks relating to the
Property and/or the development, construction, use,
occupancy or operation thereof; (viii) all goodwill
relating to the Property and/or the development,
construction, use, occupancy or operation thereof;
(ix) all insurance proceeds and condemnation awards
arising out of or incidental to the ownership,
development, construction, use, occupancy or
operation of the Property; (x) all reserves,
deferred payments, deposits, refunds, cost savings,
bonds, insurance policies and payments of any kind
relating to the Property; (xi) all loan commitments
issued to Trustor in connection with any sale or
financing of the Property; (xii) all water stock,
if any, relating to any Property and all shares of
stock or other evidence of ownership of any part of
or interest in any Property that is owned by Debtor
in common with others; and (xiii) all supplements,
modifications and amendments to the foregoing.
(c) All fixtures located upon or within the Property or
now or hereafter attached to, installed in, or used
or intended for use in connection with the
Property, including without limitation any and all
partitions , generators, screens, awnings, boilers ,
furnaces, pipes, plumbing, elevators, cleaning,
call and sprinkler systems, fire extinguishing
apparatus and equipment, water tanks , heating
ventilating, air conditioning and air cooling
equipment, and gas and electric machinery and
equipment .
(d) All present and future accessories, additions,
attachments, replacements and substitutions of or
to any or all of the foregoing.
ATTACHMENT NO . 2
Fs2\487\014094-"5\2171233.4 .11/14/95 TO SECURITY AGREEMENT
i •
(e) All cash and noncash proceeds and products of any
and all of the foregoing, including without
limitation all monies, deposit accounts, insurance
proceeds and other tangible or intangible property
received upon a sale or other disposition of any of
the foregoing.
ATTACHMENT NO. 2
F321487\014084-0G6512171235.4 ann4195 TO SECURITY AGREEMENT
EXHIBIT "E"
REVOCABLE TEMPORARY LICENSE AGREEMENT
THIS REVOCABLE TEMPORARY LICENSE AGREEMENT (this "Agreement")
is executed this day of November, 1995 , by and between THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
CALIFORNIA, a public body, corporate and politic ( "Licensor" ) and
HARRY MOSCATEL ( "Licensee" ) .
R E C I T A L S
A. Licensee is contemplating purchasing the Monte Vista
Hotel owned by Licensor located at 414 North Palm Canyon Drive,
Palm Springs , California which is improved with a thirty-three (33)
unit motel with five (5) retail spaces (the "Property") .
B. Licensee desires to enter the Property to perform an
investigation and due diligence to determine if Licensee wishes to
purchase the Property.
C. Licensor desires to grant a revocable license to Licensee
for the limited purpose of performing a due diligence investigation
on the terms and conditions set forth below.
AGREEMENT:
NOW, THEREFORE, the parties hereto agree as follows :
1 . Right to Enter Property. Subject to the terms of this
Agreement, the Licensee and its employees, consultants,
contractors, representatives and agents may, during the period from
November 13 , 1995 through December 4, 1995, enter the Property
solely for the purposes of examining, inspecting and surveying the
Property and the improvements located thereon and performing
engineering, environmental, architectural, conventional non-
environmental soils tests or studies (after notice to Licensor as
set forth below) , and such other purposes as Licensor may expressly
authorize in writing from time to time. Any work performed for or
by Licensee shall be at the sole cost and expense of Licensee_
2 . Conduct of Work.
(a) Licensee shall notify Licensor prior to each entry
on the Property of the date and purpose of the entry and
provide to Licensor the names and affiliations of the persons
entering the Property. Licensee covenants and agrees that its
employees , inspectors , consultants , engineers , architects ,
surveyors , environmental consultants , contractors and other
agents and their respective employees, agents , and
subcontractors shall carry out their work in such a manner as
EXHIBIT "E"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
F52\487014084-0065\2171243.4 .11114/95
to cause as little disturbance as reasonably practicable to
the Property, the improvements, the guests and the employees
of the Monte Vista hotel. In no event shall Licensee or any
of its employees, consultants, agents, contractors or
representatives, enter any area of the Monte Vista hotel other
than the common areas without first obtaining the prior
approval from the on-site hotel manager.
(b) No intrusive testing shall be performed on the
Property or on any of the improvements without the prior
written consent of Licensor. Licensor shall not unreasonably
withhold its consent to such intrusive testing provided that
Licensee demonstrates to Licensor' s reasonable satisfaction
the need for such intrusive testing. Licensee shall not
directly or indirectly perform any drilling, grading,
excavation or trenching on the Property or the improvements .
Licensee shall not alter, damage or commit any kind of waste
upon the Property or any improvement, equipment or personal
property located thereon.
3 . Government Regulations . Licensee shall obtain at its
sole cost and expense all governmental permits and authorizations
required by any governmental agencies for the performance of
Licensee' s investigative work on the Property. While on the
Property, Licensee will comply with, and cause all its employees ,
consultants , contractors, agents and representatives on the
Property, to comply with all applicable laws and governmental
regulations . All persons who enter upon the Property pursuant to
this License shall do so at their own risk, and shall comply with
any and all reasonable instructions and directions from the
Licensor.
4 . No Construction. No structure or improvements of any
kind shall be erected on the Property, and no subsurface
investigations (other than conventional non-environmental soils,
subsoils, drainage or other engineering tests) shall be undertaken
on the Property, by Licensee, or any person or entity acting for or
on behalf of Licensee, without the prior written permission of the
Licensor. Upon completion of, or suspension of activity, on the
Property by Licensee, any soil test boring made or caused by
Licensee and/or any openings caused or resulting therefrom shall be
back-filled and sealed in accordance with applicable law, and any
disturbed ground shall be leveled, compacted and otherwise restored
to its prior condition.
5 . Indemnification of Licensor and Right to Cure Liens . As
part of the consideration for this License, Licensee hereby agrees
to defend, indemnify and hold harmless Licensor, its employees,
officers , agents, and representatives and, the Property (including
the improvements thereon) from and against all loss , liability,
expenses , damages, costs and reasonable attorney' s fees that
Licensor and, its employees , officers, agents , or representatives
may at any time incur by reason of :
-2-
F52\487\0140840065\2171243 4 �11/14/95
(a) any liens, claims, demands, actions or suits arising
from any work performed or materials supplied to or for
Licensee by any of the persons set forth in Paragraphs 1 and
2 above, or which may arise because of any other work
performed by or for Licensee in connection with the Property
and/or this Agreement;
(b) any claims, actions, or suits against Licensor
brought by third parties, including but not limited to the
County of Riverside and/or State of California, or any other
governmental entity having jurisdiction over Licensor or the
Property, for failure of Licensee or any of the persons set
forth in Paragraphs 1 and 2 above to perform the investigative
work under this Agreement in accordance with applicable
ordinances, laws and regulations;
(c) any loss or theft of any property placed or stored
by Licensee or any of the persons described in Paragraphs 1
and 2 above, on or about the Property; and
(d) any claims of any person for bodily injuries or any
claims for property damage by reason of the work or activities
conducted on the Property (including the improvements thereon)
by Licensee, or any of the persons described in Paragraphs 1
and 2 above .
In addition to and not in limitation of Licensor' s other
rights and remedies under this Agreement, should Licensee fail
within ten (10) business days of receipt by Licensee of a written
request from Licensor to pay or otherwise discharge any lien or
claim of lien arising out of the use by Licensee or any of the
persons described in Paragraphs 1 and 2 above on the Property,
Licensor may, at its option, pay any such lien or claim of lien,
and the amount paid by the Licensor to discharge such lien or claim
or lien shall be paid to Licensor by Licensee upon written demand,
together with interest thereon at the rate of ten percent (100) per
annum, from the date paid until repaid, and any default either in
such initial failure to pay or subsequent repayment to Licensor
shall constitute a breach under this Agreement.
6 . Liability Insurance Coverage. Licensee at its sole cost
and expense, shall obtain prior to entering onto the Property
and/or commencing any work described in Paragraphs 1 and 2 of this
Agreement, and shall maintain or cause to be maintained during the
period of such work or activities, the following insurance:
(a) Comprehensive general liability insurance, including
but not limited to, owned and non-owned vehicle liability,
personal injury, blanket contractual, broad form property
damage and product/completed operations liability coverage
covering any and all liability of Licensee and Licensor with
respect to or arising out of any work to be performed by or
for Licensee (as more particularly set forth in Paragraphs 1
and 2 of this Agreement) ; said insurance to have limits of not
-3-
FS2\487\014084-0065\2171243.4 011/14/95
less than $2 , 000, 000 combined single limit per occurrence for
bodily injury, personal injury and property damage liability.
(b) Licensee and all persons performing work for or on
behalf of Licensee, including but not limited to, its
engineers, surveyors, consultants, contractors or
subcontractors, shall at Licensee' s or their own cost and
expense, procure and maintain during the performance of the
said work a policy of workers' compensation insurance and
employer' s liability insurance in an amount not less than
$1, 000, 000 for the protection of any employees engaged in any
work described in Paragraphs 1 and 2 of this Agreement .
(c) The certificates or other written confirmation
satisfactory to Licensor of said insurance required pursuant
to Paragraphs 6 (a) and 6 (b) shall be delivered to Licensor at
least one (1) business day prior to any entry on the Property
by Licensee, its agents, employees, consultants, contractors
or subcontractors and such insurance shall : (1) provide that
coverage shall not be revised, cancelled or reduced until at
least 30 days written notice of such revision, cancellation or
reduction shall have been given to Licensor; (2) be issued by
insurance companies which are qualified to do business in
California and which have a current rating of A-VI in Best ' s
Rating Guide; (3 ) be endorsed "Premium Paid" and (4) be
satisfactory to Licensor in all other reasonable respects .
The comprehensive general liability insurance to be maintained
by Licensee pursuant to this Paragraph 6 shall name Licensor as an
additional insured and shall contain no provisions affecting any
rights which Licensor would have as a claimant if not so named as
an insured.
7 . Termination. Upon termination of this License, Licensee
shall restore the Property to its original state and remove all
equipment and personal property therefrom not belonging to Licensor
and leave the Property in a clean and safe condition. A
representative of Licensor shall verify the condition of the
Property prior to the departure of Licensee' s employees,
contractors, agents, and representatives .
8 . Property Documents . During the term of this License,
Licensor shall make available to Licensee at its principal place of
business or the Property true and correct copies of such books ,
records and other documentation in Licensor' s possession or control
relating to the Property as Licensee may reasonably request .
Licensee shall be entitled to make copies of such books, records
and other documents at its expense. If Licensee does not
ultimately acquire the Property, all said documents shall be
returned promptly to Licensor.
9 . Good Faith Negotiations . Licensor and Licensee agree,
during the term of this Agreement, to negotiate in good faith a
disposition and development agreement to be entered into by
-4-
F52\487101408¢0065\2171243 4 n11114M
1
Licensor and Licensee with respect to the sale of the Property.
Nothing herein shall be deemed a covenant, promise or commitment by
the Licensor to enter into a disposition and development agreement
with Licensee under any particular terms or conditions . This
section is merely an agreement by Licensor to enter into a period
of negotiations according to the concepts described herein,
reserving final discretion and approval to the Licensor' s board.
Licensee understands that Licensor may not, under applicable law,
enter into a disposition and development agreement or any other
agreement to dispose of the Property without complying with the
terms and provisions of California Health and Safety Code § 33433 ,
which requires, among other things, that the disposition and
development agreement be on file with the Secretary of Licensor for
a prescribed period of time, notice of intent to sell the Property
must be published in a newspaper of general circulation and that
the sale be approved at a public hearing of the Board of Licensor.
Accordingly, the terms of the disposition and development agreement
must be negotiated and agreed to well in advance of the public
hearing to be held by the Board of Licensor.
10 . Sole Agreement . This Agreement contains the entire
understanding between the parties as to the specific subject matter
hereof and supersedes any prior understandings and/or written or
oral agreements between them respecting the within subject matter.
There are no representations, agreements, arrangements or
understandings, oral or written, between and among the parties
hereto, relating to the subject matter of this Agreement, which are
not fully expressed herein.
11 . Assignment . Licensee may not assign this Agreement, or
any right under it, whether voluntarily or by operation of law, to
an affiliate or any third party without the prior written consent
of Licensor, which consent may be withheld in Licensor' s sole and
absolute discretion. As a condition precedent to any assignment
the assignee must execute an assumption agreement assuming all of
the obligations under this Agreement . Licensee shall not be
relieved of its obligations under this Agreement in the event of an
assignment .
12 . No Recordation. Licensee covenants and agrees with
Licensor that Licensee shall not record this Agreement, any
memorandum of this Agreement or assignment of this Agreement .
Licensee agrees that, in the event this covenant is breached, in
addition to any other damages sustained by Licensor, Licensee will
be responsible for any costs or expenses, including but not limited
to Licensor' s reasonable attorneys ' fees , incurred in connection
with the clearing of any such cloud on title. The provisions of
this paragraph will survive the termination of this License .
13 . Notices . Any notice to either the parties hereto
required or desired under the provisions and conditions of this
instrument shall be given in writing by certified mail or
registered mail addressed to the party for whom intended at the
following addresses :
-5-
FS2\487\014084-0065\2171243.4 ull/14/95
To Licensor: The Community Redevelopment Agency of
the City of Palm Springs, California
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
Attention: Executive Director
With a copy to: Rutan & Tucker
611 Anton Blvd. , Suite 1400
Costa Mesa, California 92626
Attention: Patrick D. McCalla, Esq.
To Licensee: Harry Moscatel
2550 La Condessa
Palm Springs, CA 92262
Licensee acknowledges that Licensor has the right to post non-
responsibility signs regarding workman' s and materialman' s liens on
the Property.
14 . Severability. In the event that any provisions of this
Agreement shall be held to be invalid, the same shall not affect in
any respect whatsoever the validity of the remainder of this
Agreement .
15 . Binding on Successors . Subject to the provisions of
paragraph 10, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns .
16 . Choice of Law. This Agreement shall be governed and
construed in accordance with the laws of the State of California.
17. Attorneys Fees . In the event of any dispute between the
parties hereto arising out of the terms of this Agreement the
prevailing party in such dispute shall be entitled to recover from
the other all costs and expenses, including reasonable attorneys'
fees and court costs incurred by the prevailing party in any such
dispute (whether or not such dispute is prosecuted to a final
judgment or other final determination) together with all costs of
enforcement and/or collection of any judgment .
18 . Confidentiality. All test results, analyses and other
information obtained as a result of any work performed by Licensee
hereunder and all books, records and other documents made available
to Licensee hereunder shall be held strictly confidential as the
secret, proprietary and attorney-client privileged information of
Licensor. Without limiting the generality of the foregoing,
Licensee shall not report or otherwise divulge the fact of the
occurrence, existence or results of any inspection, examination,
sampling, analysis or tests conducted on or with respect to the
Property or any portion thereof or any sample or other substance or
material taken therefrom or the contents of such books , records and
other documents made available to Licensee hereunder to any person
or entity, including without limitation to any governmental agency,
-6-
FS2\48T014084-00651?171243.4 a11114l95
without the prior written consent of Licensor. Upon the
preparation of any reports or written material summarizing
inspections or the portion thereof performed by Licensee hereunder,
Licensee shall promptly provide a true and correct copy of the same
to Licensor marked "Privileged and Confidential . Upon the
termination of this Agreement, all such reports and copies thereof
shall be promptly returned to Licensor.
19 . Release. Licensee hereby releases and forever discharges
Licensor from and against any and all claims, demands, actions and
causes of action whatsoever which Licensee and/or any of the
persons described in Paragraphs 1 or 2 above may have or may
hereafter have specifically arising in any way out of the exercise
by Licensee of the rights afforded by this Agreement, including
without limitation any environmental law. This is a complete and
final release and shall be binding upon Licensee and covers claims
arising out of or connected with Licensee' s presence and/or the use
of all or any portion of the Property by Licensee and/or any of the
persons described in Paragraphs 1 or 2 above.
20 . Counterparts . This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
instrument as of the day and year first above written.
ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS,
CALIFORNIA,
a public body, corporate and politic
Assistant Secretary
By:
Executive Director
"Licensor"
APPROVED AS TO FORM
RUTAN & TUCKER
David S. Aleshire,
Agency Counsel
HARRY MOSCATEL
"Licensee"
-7-
FS2\497\014094-0065\2171243.4 a11/14/95
EXHIBIT "F"
TITLE BINDER
[To be inserted. ]
EXHIBIT "F"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS2\487\014084-OO65\2171243.4 all/14/95
EXHIBIT "G"
BILL OF SALE
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is
hereby acknowledged, the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic
( "Agency") , does hereby sell, assign, transfer and convey to
( "Buyer") , AS-IS, WHERE-IS, and without
warranty of any kind, all of Agency' s interest in the personal
property described in Attachment No. 1, attached hereto and
incorporated herein by reference.
Dated this day of 1995 .
ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic
By: By:
Secretary Executive Director
APPROVED AS TO FORM:
RUTAN & TUCKER
By:
David S. Aleshire, Esq.
Agency Counsel
EXHIBIT "G"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
F52\4rW14094-OO65\2171243.4 all/14/95
ATTACHMENT N0. 1
PERSONAL PROPERTY INVENTORY
[To be inserted. ]
ATTACHMENT NO. 1
TO BILL OF SALE
FS2\4871014084-0065\2171243.4 a11/14/95
EXHIBIT "H"
ASSIGNMENT AND ASSUMPTION OF LEASES CONTRACTS
PERMITS . INTANGIBLE PERSONAL PROPERTY
WARRANTIES AND GUARANTIES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES, CONTRACTS, PERMITS,
INTANGIBLE PERSONAL PROPERTY, WARRANTIES AND GUARANTIES (this
"Assignment") is made as of this _ day of 1995, by and
between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, CALIFORNIA, a public body, corporate and politic
( "Assignor" ) , and ( "Assignee" ) .
R E C I T A L S :
A. Concurrently with the delivery of this Assignment,
Assignor has conveyed to Assignee and Assignee has acquired from
Assignor that certain real property located at 414 N. Palm Canyon
Drive, Palm Springs, California, more particularly described in
Attachment No. 1, attached hereto (the "Property" ) , pursuant to
that certain Disposition and Development Agreement dated as of
Agreement " ) . 1995 between Assignor and Assignee (the "Purchase
B . Pursuant to the Purchase Agreement, Assignor is to assign
to Assignee and Assignee is to assume certain rights and
obligations in respect of the leases and rental agreements
presently affecting the Property, a schedule of which appears in
Attachment No. 2 attached hereto ( "Leases" ) .
C. Assignor, in connection with the orderly operation of the
Property, has entered into service, maintenance, insurance and
other contracts, copies of which have been given to and approved by
Assignee ( "Contracts" ) . Assignor has agreed to assign to Assignee
and Assignee has agreed to accept the assignment of all contracts
which Assignee elects to assume.
D. Assignor is the owner of or holder of certain permits,
licenses, governmental approvals, plans and specifications and
certificates of occupancy relating to the Property (collectively,
"Permits " ) .
E. Assignor is the owner and possessor of certain trade
names , logos , signs, trademarks, business telephone numbers ,
advertising materials , customer lists, guest records, and similar
items included within, related to or otherwise pertaining to the
Property, including, but not limited to the name "Monte Vista
Hotel " (collectively, " Intangible Personal Property" )
EXHIBIT "H"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS2\487\014084-0065\2171243.4 .11114/95
F. Assignor is the owner or holder of certain warranties and
guaranties now in effect with respect to the Property
(collectively, "Warranties and Guaranties") .
G. Assignor has agreed to assign to Assignee all of its
right, title and interest in and to the Contracts, Permits,
Intangible Personal Property and Warranties and Guaranties .
NOW, THEREFORE, Assignor and Assignee agree as follows :
ARTICLE I
ASSIGNMENT AND ASSUMPTION
1 . 1 Assignment . Assignor hereby assigns to Assignee the
landlord' s interests under and all of Assignor' s right, title and
interest in and to all of the Leases and Contracts presently
affecting the Property and all Permits, Intangible Personal
Property and Warranties and Guaranties relating to the Property
which are owned by Assignor.
1 . 2 Assumption: Indemnification. Assignee hereby accepts the
foregoing assignment, assumes Assignor' s obligations as landlord
under the Leases , Contracts and Permits (excluding those that have
accrued and/or that were to have been performed prior to the
Effective Date, as hereinafter defined) for the benefit of Assignor
and agrees to timely keep, perform, and discharge all other
obligations of the landlord under the Leases and all the
obligations of Assignor under the Permits and Contracts that accrue
and that are to be performed from and after the Effective Date.
Assignee shall indemnify and defend Assignor against and hold
Assignor harmless from any and all claims, demands, liabilities
and/or obligations arising out of any failure of Assignee to keep,
perform, and discharge Assignee' s obligations under this Section
1.2 .
1 . 3 Assignor' s Obligations - Indemnification. Assignor agrees
to timely keep, perform and discharge all of the obligations of the
landlord under the Leases and of Assignor under the Permits and
Contracts that have accrued and/or that were to have been performed
prior to the Effective Date . Assignor shall indemnify and defend
Assignee against and hold Assignee harmless from any and all
claims, demands, liabilities and/or obligations of landlord under
the Leases or of Assignor under the Permits and Contracts that had
accrued and/or that were to have been performed prior to the
Effective Date.
1 .4 Effective Date. The effective date of this Assignment
shall be the date the grant deed conveying title to the Property to
Assignee is recorded ( "Effective Date" ) .
-2-
FS2\487\014084-0065\2171243.4 .11114195
ARTICLE II
MISCELLANEOUS
2 . 1 Attorneys' Fees . In the event of any litigation arising
out of the subject matter of this Assignment, the prevailing party
shall be entitled to reasonable attorneys' fees and costs including
expert witness fees .
2 .2 Successors and Assigns . This Assignment shall be binding
upon and shall inure to the benefit of Assignor and Assignee, and
their respective heirs, assigns and successors-in-interest.
2 .3 Governing Law. This Assignment shall be governed by and
construed in accordance with the 'laws of the State of California.
2 .4 Execution in Counterpart . 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 .
IN WITNESS WHEREOF, the parties have executed this Assignment
of Leases as of the day and year first above written.
ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic
By: By:
Assistant Secretary Executive Director
APPROVED AS TO FORM:
RUTAN & TUCKER
David J. Aleshire, Esq.
Agency Counsel
"Assignor"
"Assignee"
-3-
F$2148T014084-006512171243.4 all/14/95
ATTACHMENT NO.1
LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the City of Palm Springs,
County of Riverside, State of California, more particularly
described as follows :
Lot 4 and the Northerly 25 feet of the Westerly 145 .5
feet of Lot 5, Block 24 of Palm Springs, in the County of
Riverside, State of California, as shown by Map on file
on Book 9, Page 432, of Maps, Records of San Diego
County, California.
EXCEPTING therefrom the Westerly 10 . 00 feet of the
Northerly 100 . 00 feet of Lot 4 of Block 24, as granted to
the City of Palm Springs, by deed recorded September 26,
1966, as Instrument No. 95496, of Official Records .
ATTACHMENT NO . 1
TO ASSIGNMENT AND ASSUMPTION AGREEMENT
FS2\4871014084-006512171243.4 all/14/95
ATTACHMENT NO. 2
DESCRIPTION OF LEASES
A list of the Leases affecting the Property, including any
amendments or modifications thereto, shall be inserted as
ATTACHMENT NO. 2 to the Assignment of Leases prior to its execu-
tion.
ATTACHMENT NO . 2
TO ASSIGNMENT AND ASSUMPTION AGREEMENT
FS2\487\014084-0065\2171243.4 a11114/95
EXHIBIT "I"
FREE RECORDING REQUESTED BY:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS,
a public body corporate and politic
AND WHEN RECORDED RETURN TO:
(Space Above Line for Recorder' s Use Only)
MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $
. . .Computed an the consideration or
value of property conveyed; OR
. . .Computed on the consideration or
value less liens or encumbrances
remaining at time of sale.
Signature of Declarant or Agent
determining tax - Firm Name
GRANT DEED
FOR A VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS, CALIFORNIA, a public body, corporate and politic,
herein called "Grantor, " acting under the Community Redevelopment
Law of the State of California, hereby grants to
, herein called "Grantee, " the real property,
hereinafter referred to as the "Site, " located at 414 N. Palm
Canyon Drive, City of Palm Springs, County of Riverside, State of
California, more particularly described in Attachment No . 1
attached hereto and incorporated herein by this reference.
As conditions of this conveyance, the Grantee covenants by and
for itself and any successors-in-interest for the benefit of
Grantor and the City of Palm Springs, a municipal corporation, as
follows :
EXHIBIT "I"
TO DISPOSITION AND DEVELOPMENT AGREEMENT
FS2\487\014084-0065\2171243.4 all/14/95
1. Redevelopment Plan. Grantee covenants and agrees for
itself and its successors, assigns and successors-in-interest to
use, operate and maintain the Site in accordance with the terms of
this Deed and the Redevelopment Plan for the Central Business
District Project Area which was adopted by Ordinance Number 952 of
the City Council of City on May 23 , 1973 . A copy of the
Redevelopment Plan is on file in the Office of the City Clerk of
the City of Palm Springs, located at 3200 East Tahquitz Canyon Way,
Palm Springs, California 92263 , and is incorporated herein by this
reference. The Site is also conveyed subject to (i) non-delinquent
general and special real property taxes and assessments; (ii)
covenants, conditions and restrictions, easements, rights-of way
and other matters of record or apparent from a visual inspection of
the Property.
2 . Certificate of Completion. This Site is being conveyed
to Grantee pursuant to a Disposition and Development Agreement
( "Agreement" ) entered into by and among Grantor and Grantee on
1995 , a copy of which is on file with the Office of the
City Clerk of the City of Palm Springs . The parties acknowledge
that the Agreement obligates the Grantee to rehabilitate the Site
as more particularly set forth in Section 3 . 1 of the Agreement, the
completion of which rehabilitation shall be evidenced by the
recordation by Grantor of a Certificate of Completion. Grantee
hereby covenants to perform the rehabilitation in accordance with
Section 3 . 1 of the Agreement . Grantee' s failure to perform the
rehabilitation work shall constitute a breach of the covenants
contained in this Deed, and a default under the Deed of Trust
securing Grantee' s performance under this Deed. From and after the
date the Certificate of Completion is recorded, any party then
owning or thereafter purchasing or otherwise acquiring and interest
in the Site shall not incur any obligation or liability for the
rehabilitation of the Site.
3 . Non-Discrimination. The Grantee covenants that
there shall be no discrimination against, or segregation of, any
persons, or group of persons, on account of race, color, creed,
religion, sex, marital status, age, physical or mental disability,
ancestry, or national origin in the rental, sale, lease, sublease,
transfer, use, occupancy, or enjoyment of the Site, or any portion
thereof, nor shall Grantee, or any person claiming under or through
Grantee, 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 Site or any portion
thereof . The nondiscrimination and nonsegregation covenants
contained herein shall remain in effect in perpetuity. The
covenants contained in this Section shall remain in effect in
perpetuity.
4 . Form of Nondiscrimination Clauses in Acrreements . Grantee
shall refrain from restricting the rental, sale, or lease of any
portion of the Site on the basis of race, color, creed, religion,
sex, marital status , age, physical or mental disability, ancestry,
-2-
FS2\487\014084-0065\2171243.4 all/14/95
or national origin of any person. All such deeds, leases, or
contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:
4 . 1 Deeds : In deeds the following language shall
appear: "The grantee herein covenants by and for itself, its
heirs, executors, administrators, and assigns, and all persons
claiming under or through them, that 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, age, physical or mental disability, ancestry,
or national origin in the sale, lease, rental, sublease,
transfer, use, occupancy, tenure, or enjoyment of the land
herein conveyed, nor shall the grantee itself, or any persons
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 in the land herein conveyed. The foregoing covenants
shall run with the land. "
4 . 2 Leases : In leases the following language shall
appear: "The lessee herein covenants by and for itself, its
heirs, executors, administrators, successors, and assigns , and
all persons claiming under or through them, and this lease is
made and accepted upon and subject to the following
conditions :
"That 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, age,
physical or mental disability, ancestry, or national origin in
the leasing, subleasing, renting, transferring, use,
occupancy, tenure, or enjoyment of the land herein leased nor
shall the lessee itself, 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, sublessees, subtenants, or vendees in the land herein
leased. "
4 . 3 Contracts : In contracts the following language
shall appear: "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 , age,
physical or mental disability, ancestry, or national origin in
the sale, lease, rental, sublease, transfer, use, occupancy,
tenure, or enjoyment of the land, nor shall the transferee
itself, 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 land. "
-3-
F52\487\014084-0065\2171243 4 at 1/14/95
The foregoing covenants shall remain in effect in perpetuity.
5 . Covenants to Run With the Land. The covenants contained
in this Deed shall be construed as covenants running with the land
and not as conditions which might result in forfeiture of title,
and shall be binding upon Grantee, its heirs, successors and
assigns to the Site, whether their interest shall be fee, easement,
leasehold, beneficial or otherwise.
6 . Counterparts . This Deed may be executed in any number of
counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, Grantor and Grantee have caused this
instrument to be executed on their behalf by their respective
officers or agents hereunto duly authorized this day of
1995 .
GRANTOR:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic
By: By:
Secretary Executive Director
APPROVED AS TO FORM:
RUTAN & TUCKER
By:
David J. Aleshire, Esq.
Agency Counsel
By its acceptance of this Deed, Grantee hereby agrees as
follows :
1 . Grantee expressly understands and agrees that the terms
of this Deed shall be deemed to be covenants running with the land
and shall apply to all of the Grantee' s successors and assigns .
2 . The provisions of this Deed are hereby approved and
accepted.
GRANTEE:
-4-
FS2\487\014084-0065\2171243.4 all/14/95
i •
STATE OF CALIFORNIA )
ss .
COUNTY OF )
On before me,
personally appeared
personally known to me (or proved to me on the basis of satisfac-
tory evidence) to be the person (s) whose names) is/are subscribed
to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies) , and
that by his/her/their signature (s) on the instrument the person (s)
or the entity upon behalf of which the person(s) acted, executed
the instrument.
Witness my hand and official seal .
[SEAL] Notary Public
STATE OF CALIFORNIA )
ss .
COUNTY OF )
On before me,
personally appeared
personally known to me (or proved to me on the basis of satisfac-
tory evidence) to be the persons) whose name (s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies) , and
that by his/her/their signature (s) on the instrument the person (s)
or the entity upon behalf of which the person (s) acted, executed
the instrument .
Witness my hand and official seal .
[SEAL] Notary Public
-5-
F92\48T0140840065\2171243.4 all/14/95
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me,
personally appeared
personally known to me (or proved to me on the basis of satisfac-
tory evidence) to be the person (s) whose names) is/are subscribed
to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity (ies) , and
that by his/her/their signature (s) on the instrument the person(s)
or the entity upon behalf of which the person(s) acted, executed
the instrument.
Witness my hand and official seal .
[SEAL] Notary Public
-6-
FM487\014084-0065\2171243.4 atl/14/95
ATTACHMENT NO. 1
DESCRIPTION OF SITE
That certain real property located in the City of Palm
Springs, County of Riverside, State of California, described as
follows :
Lot 4 and the Northerly 25 feet of the Westerly 145 .5
feet of Lot 5, Block 24 of Palm Springs, in the County of
Riverside, State of California, as shown by Map on file
on Book 9, Page 432, of Maps, Records of San Diego
County, California.
EXCEPTING therefrom the Westerly 10 . 00 feet of the
Northerly 100 . 00 feet of Lot 4 of Block 24, as granted to
the City of Palm Springs, by deed recorded September 26,
1966, as Instrument No. 95496, of Official Records .
ATTACHMENT NO. 1
TO GRANT DEED
F521487\014084-0065\2171243.4 all/14/95
EXHIBIT "J"
FREE RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS, CALIFORNIA
3200 East Tahquitz-Canyon Way
Palm Springs, CA 92262
Attn: Executive Director
(Space Above This Line For Recorder' s Office Use Only)
CERTIFICATE OF COMPLETION
WHEREAS, by a Disposition and Development Agreement
(hereinafter referred to as the "Agreement") dated , 1995,
by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS, CALIFORNIA, (hereinafter referred to as "Agency" ) ,
and
(hereinafter referred to as "Participant" ) , Participant has
redeveloped the real property (the "Site") , legally described on
Attachment No. 1 attached hereto and incorporated herein by
reference, according to the terms and conditions of said Agreement;
and
WHEREAS, pursuant to Section 3 .3 of the Agreement, promptly
after completion of all construction work to be completed by
Participant upon the Site, and upon request by Participant, Agency
shall furnish Participant with a Certificate of Completion in such
form as to permit it to be recorded in the Official Records of the
County of Riverside; and
WHEREAS, the issuance by Agency of the Certificate of
Completion shall be conclusive evidence that Participant has
complied with the terms of the Agreement pertaining to the
redevelopment of the Site; and
WHEREAS , Participant has requested that Agency furnish
Participant with the Certificate of Completion; and
WHEREAS, Agency has conclusively determined that the
redevelopment of the Site has been satisfactorily completed as
required by the Agreement ; and
EXHIBIT "J
TO DISPOSITION AND DEVELOPMENT AGREEMENT
MW871014084-006512171243.4 .11/14/95
0
NOW, THEREFORE:
1. As provided in the Agreement, Agency does hereby certify
that redevelopment of the Site has been fully and satisfactorily
performed and completed, and that such redevelopment is in full
compliance with said Agreement.
2 . This Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any obligation of
Participant to any holder of a mortgage, or any insurer of a
mortgage, securing money loaned to finance construction work on the
Site, or any part thereof. Nothing contained herein shall modify
in any way any other provision of said Agreement.
3 . This Certificate is not a Notice of Completion as
referred to in California Civil Code Section 3093 .
4 . Except as stated herein, nothing contained in this
instrument shall modify in any way any other provisions of the
Agreement or any other provisions of the documents incorporated
therein.
IN WITNESS WHEREOF, Agency has executed this Certificate as of
this day of 199 .
THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM
SPRINGS, CALIFORNIA,
a public body, corporate and politic
By
Executive Director
-2-
F52\487\014084-0065\2171243.4 .11/14/95
'r A OANGE COAST TITLE CO* •
order No. 412951
Escrow No.
4
Loan No.
RECEIVED FOR RECORD
WHEN RECORDED MAIL TO: AT 8:00 O'CLOCK
The Community Redevelopment Agency of the City
of Palm Springs, California DEC 131995
3200 East Tahquitz-Canyon Way
Palm Springs, CA 92262
Attn: Executive Director RKor6i64rONIealR,tords
al niv,rtldeCwnry.CalAarMa
Recorder
Fees S
Dated this 13th day of December, 19,95 SPACE ABOVE THIS LINE FOR RECORDER'S USE ;
DEED OF TRUST WITH ASSIGNMENT OF RENTS
This DEED OF TRUST is made by and between HARRY N. MOSCATEL, a single man, herein called TRUSTOR; 1
whose address is 10697 Main Street, Belleview, WA 98004, FIRST AMERICAN TITLE INSURANCE COMPANY, herein
called TRUSTEE, and THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA,
a public body, corporate and politic, herein called BENEFICIARY.
WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that certain property in the City
of Palm Springs, County of Riverside, State of California, as more particularly described in Attachment No. 1 attached
hereto and incorporated by this reference (the "Property"),together with rents, issues and profits thereof, subject, however,
to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and
\ profits for the purpose of securing (1) payment of the sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00), with
interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of
Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Truster incorporated by reference or
1 contained herein; (3) compliance with and performance of those certain covenants, conditions and restrictions contained in that
certain Grant Deed of even date herewith executed by Trustor and Beneficiary and recorded concurrently herewith;and (4) payment
of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced
U� by a promissory note or notes reciting that they are secured by this Deed of Trust. A
To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and
all of the agreements, and adepts and agrees to perform and be bound by each and all of the terms and provisions set forth in
subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed
of trust recorded in Orange County August 17, 1964, and in all other counties August 18, 1964, in the book and at the page of
Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name
of such county, namely:
COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE
Alameda 1288 566 Kings gee 713 placer 1028 379 Sierra 38 187
Alpine 3 130-31 Lake 437 110 Plumes 166 1307 Siskiyou 506 762
Amadar 133 438 Lassen 192 367 Riverside 3778 347 Selene 7287 621
Butte 1330 513 Los Angeles T-3878 674 Sacramento 5039 124 Sonoma 2067 427
Calaveras 166 338 Madera 911 136 San Benito 300 406 Stanislaw 1970 56
Wass 323 391 Morin 1849 122 San Bernardino 6213 768 Sutter 655 585
Contra Costa 4684 1 Mariposa 90 463 San Francisco A-804 596 Tehama 457 183
Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595
El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108
Fresno 6052 623 Medea 191 93 San Mateo 4776 175 Tuolumne 177 160
Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237
Humboldt 801 83 Monterey 367 239 Santa Clara 6626 664 Yelo 769 16
Imperial 1189 701 Napa 704 742 Santa Cruz 1636 607 Yuba 398 693
Inyo 165 672 Nevada 363 94 Shasta BOB 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and
provisions contained in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are
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Page 1
FS2\487\014084-0065\2171243.5 .12/08/95
4 1295 1
by the within reference thereto, inco�iorated herein and made a part of this Delepof Trust for all purposes as fully as
�< if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby,
provided the charge therefor does not exceed the maximum allowed by law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to
him at his address hereinbefore set forth.
THISDEED OF TRUST IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH ON A RIDER ATTACHED HERETO.
Signature of Trustor
/RYtCATEL, a single man
STATE OF CALIFORNIA 1
1 ss.
COUNTY OF RIVERSIDE )
On 12/12 1995,before me, Melvena G. Schaefer personally appeared
Harry N. Moscatel ry�/�gf {I�f/i%IG/�gE�p/k(dr�
proved to me on the basis of satisfactory evidence) to be the person(s) whose named is/ere subscribed to the within
instrument and acknowledged to me that heA*Fe{tkw executed the same in his/laerkHeir authorized capacity(+ee4, and
that by his/#reNtheir signature() on the instrument the person(A), or the entity upon behalf of which the person(k)
acted, executed the instrument.
WITNESS my hand and official seal.
MELVENA G. SfHAEFER :1
�L Comm.#1053936
o
NOTARY MW•CuFCRwu .
NottTV Public 4 (� " Riixeide Cwq
Canm FrX*ft Mr.26,
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Page 2
FS2\487\014084-0065\2171243.5 al2/08195
• DO NOT RECORD •
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed
of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.
A. . To protect the security of this Deed of Trust, Truster agrees:
1) To keep said property in goad condition and repair, not to remove or demolish any building thereon; to complete or restore promptly
and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for
labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to
be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law;to cultivate,
irrigate,fertilize,fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific
enumerations herein not excluding the general.
2) To provide,maintain and deliverto Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected
under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may
determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Truster. Such application or release
shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or
Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or
proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten days before delinquency all taxes and assessments affecting said property,including assessments on appurtenant
water stock;when due,all encumbrances,charges and liens,with interest,on said property or any part thereof, which appear to be prior or superior
hereto; all costs, fees and expenses of this Trust.
Should Truster fail to make any payment or to do any act as herein provided,then Beneficiary of Trustee,but without obligation so to do
and without notice to or demand upon Truster and without releasing Truster from any obligation hereof,may:make or do the same is such manner
and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property
for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or
Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior
hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure
at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding
the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement
is demanded.
B. It is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned
and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above
provided for disposition of proceeds of fire or other insurance.
2) That by accepting payment of any sum secured hereby after its due date,Beneficiary does not waive his right either to require prompt
payment when due of all other sums so secured or to declare default for failure so to pay.
3) That at any time or from time to time,without liability therefor and without notice,upon written request of Beneficiary and presentation
of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured
hereby,Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof;join in granting any easement thereon,
or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and
said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees,
Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be
conclusive proof of the truthfulness thereof. The Grantee in such reconveyance maybe described as"the person or persons legally entitled thereto."
5) That as additional security,Truster hereby gives to and confers upon Beneficiary the right,power and authority,during the continuance
of these Trusts, to collect the rents,issues and profits of said property, reserving unto Truster the right, prior to any default by Truster in payment
of any indebtedness secured hereby or in the performance of any agreement hereunder,to collect and retain such rents, issues and profits as they
become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be
appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of
said property or any part thereof, in his awn name sue for or otherwise collect such rents, issues,and profits, including those past due and unpaid,
and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured
hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents,
issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.
6) That upon default by Truster in payment of any indebtedness secured hereby or in the performance of any agreement hereunder,
Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand
for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record.
Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having
been given as then required by law, Trustee, without demand on Truster, shall sell said property at the time and place fixed by it in said notice of
sale,either as a whole or in separate parcels,and in such order as it may determine,at public auction to the highest bidder for cash in lawful money
of the United States,payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time
and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding
postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or
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Page 3
FS2\487\014084-0065\2171243.5 al2/08/95
1 �
- implied. The recitals in such deed of any* or facts shall be conclusive proof of the truth*ss thereof. Any person, including Truster,
Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.
Afterdeducting all costs,fees and expenses of Trustee and of this Trust,including cost of evidence of title in connection with sale,Trustee
shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount
allowed by law in effect at the date hereof;all other sums then secured hereby; and the remainder,if any,to the person or persons legally entitled
thereto.
7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing,
substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly
acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate,
rights, powers and duties. Said instrument must contain the name of the original Truster, Trustee and Beneficiary hereunder, the book and page
where this Deed is recorded and the name and address of the new Trustee.
a) That this Deed applies to,inures to the benefit of,and binds all parties hereto,their heirs,legatees,devisees,administrators,executors,
successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not
named as Beneficiary herein. In this Deed, whenever the content so requires, the masculine gender includes the feminine and/or neuter,and the
singular number includes the plural.
9) That Trustee accepts this Trust when this Deed,duly executed and acknowledged,is made a public record as provided by law. Trustee
is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Truster,Beneficiary
or Trustee shall be a party unless brought'by Trustee.
DO NOT RECORD REQUEST FOR FULL RECONVEYANCE
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:
The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said
note or notes,together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested
and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust,to cancel said note or notes above mentioned,
an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to
reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.
Dated
Please mail Deed of Trust,
Note and Reconveyance to
Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for
cancellation before reconveyance will be made.
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Page 4
F52\487\014084-0065\2171243.5 al2/08195 ` "
41295 .1
• ATTACHMENT NO. 1 •
LEGAL DESCRIPTION
That certain real property located in the City of Palm Springs,County of Riverside, State of California, more particularly
described as follows:
Lot 4 and the Northerly 25 feet of the Westerly 145.5 feet of Lot 5, Block 24 of Palm Springs, in the
County of Riverside, State of California, as shown by Map on file on Book 9, Page 432, of Maps,
Records of San Diego County, California.
EXCEPTING therefrom the Westerly 10.00 feet of the Northerly 100.00 feet of Lot 4 of Block 24, as
granted to the City of Palm Springs,by deed recorded September 26, 1966, as Instrument No. 95496,
of Official Records.
ATTACHMENT NO. 1
TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
F52\487\014084-0065\2171243.5 a12/08/95
RIDER TO DEED OF TRUST
THIS RIDER TO DEED OF TRUST is attached to and incorporated by
reference in that certain Deed of Trust dated December 13, 1995
between HARRY N. MOSCATEL, a single man ( "Trustor" ) , FIRST AMERICAN
TITLE INSURANCE COMPANY ( "Trustee" ) , and THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic ( "Beneficiary" ) .
Said deed of trust is hereby modified/supplemented (and as
modified/supplemented is hereinafter referred to as "this Deed of
Trust" ) in the following particulars only:
1. OBLIGATIONS SECURED. The grants, assignments, and
transfers made herein are given for the purpose of securing full
and timely observance and performance by Trustor of its obligations
under (i) that certain Secured Promissory Note in the original
principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($750, 000 . 00) executed by Trustor, as Maker, of even date herewith
( "Note" ) ; and (ii) those certain covenants, conditions and
restrictions contained in that certain Grant Deed of even date
herewith executed by Trustor and Beneficiary and recorded
concurrently herewith, including the obligation to rehabilitate the
Project as more particularly set forth therein (the "Secured
Obligations") .
2 . MAINTENANCE AND PRESERVATION. Trustor agrees to protect
and preserve the Property and to maintain it in good condition and
repair, subject to reasonable wear and tear. Trustor 'shall repair
and restore promptly and in good and workmanlike manner any
improvements or fixtures which may be damaged or destroyed and to
pay when due all costs incurred therefor. Trustor shall complete
promptly and in good and workmanlike manner any improvements now or
hereafter being constructed, erected or built on the Property.
Trustor shall not cause or permit any of the improvements to be
removed, demolished or structurally altered in whole or in part, or
cause or permit any fixture to be removed or destroyed, without the
prior written consent of Beneficiary; provided however that (i) any
fixture existing as of the date hereof may be removed without the
consent of Beneficiary as long as it is promptly replaced by a
fixture of equal or greater value; and (ii) any fixture installed
following the date hereof may be removed without the consent of
Beneficiary so long as all damage caused by such removal is
promptly repaired by Trustor. Trustor shall not abandon or leave
vacant or unguarded the Property or cause or permit any waste
thereto, or commit, suffer or permit any use of, act or fail to act
with respect to the Property in violation of any law, regulation,
ordinance, covenant, condition or restriction affecting the
Property, or which would wholly or partially invalidate any
insurance hereunder required to be carried by Trustor. Trustor
shall permit Trustee or Beneficiary, or their agents , to inspect
the Property, including the interior of structures at any
reasonable time.
F52\497\014094-0065\2171243.5 al2/08/95 -1-
412951
3 . ACCELERATION UPON TRANSFER OR ENCUMBRANCE. Upon any
sale, transfer, hypothecation, entering into option to purchase or
lease with option to purchase, assignment, encumbrance, pledge,
hypothecation, grant of security interest in or other disposition,
whether voluntary, involuntary or by operation of law, of all or
any part of the Property or any interest or beneficial interest
therein (with the exception of the lease of the individual hotel
and commercial unit's' located on the Property, which event shall not
grant Beneficiary the right to accelerate Trustor' s obligations
pursuant to this provision) , Beneficiary may, at its sole option,
by written notice to Trustor, declare all obligations secured by
this Deed of Trust immediately due and payable, except to the
extent that such acceleration and in such particular circumstances
where exercise of such a right by Beneficiary is prohibited by law.
Trustor shall notify Beneficiary promptly in writing of any
transaction or event which may give rise to a right of acceleration
hereunder. Trustor shall pay to Beneficiary all damages
Beneficiary sustains by reason of the breach of the covenant of
notice set forth herein. Notwithstanding the foregoing, Trustor
may transfer the Property to members of Trustor' s immediate family
and/or to Michelle Moscatel .
4RYN 4CAEL, a single man
"Trustor"
F82\487\014084-0065\2171243.5 42/08/95 ' -