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HomeMy WebLinkAbout00346C - MONTE VISTA HOTEL TUCKMAN DDA SALE f Stephen Tuckman Monte Vista Hotel - DDA AGREEMENT #346C Res. 969, 3-15-95 FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (Monte Vista Hotel) THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT ("Amendment" ) is entered into as of the 15th day of March, 1995 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ( "Agency" ) and STEPHEN TUCKMAN ( "Buyer" ) . R E C I T A L S A. Agency and Buyer entered into that certain Disposition and Development Agreement (Monte Vista Hotel) dated December 16, 1994 ( "Original Agreement" ) pursuant to which Agency agreed to sell to Buyer certain real property located in the City of Palm Springs, County of Riverside, State of California more particularly described therein and Buyer agreed to make certain improvements to said property, all upon the terms and conditions more particularly set forth therein. B. Agency and Buyer desire to amend the terms of the Original Agreement as more particularly set forth herein. The Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the "Agreement" . C. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement . NOW, THEREFORE, the parties hereto agree as follows : 1 . Exchange Improvement Account. The second paragraph of Section 2 . 1 of the Original Agreement shall be deleted in its entirety and replaced with the following: "As part of the Exchange, prior to the closing of this transaction, Buyer shall deposit into an interest bearing improvement account (which shall be under the strict control of the Accommodator) , a sum of not less than Two Hundred Seventy-Five Thousand Dollars ($275 , 000 . 00) . On the close of escrow, Agency shall deposit Twenty-Five Thousand Dollars ($25, 000 . 00) into the improvement account . Two Hundred Sixty Thousand Dollars ($260, 000 . 00) of the funds in the improvement account shall be used solely for the improvement and/or replacement of the Property, and/or the Personal Property (as hereinafter defined) pursuant to the terms of Section 3 below. Any amounts deposited in the improvement account in excess of Two Hundred Sixty Thousand Dollars ($260 , 000 . 00) into the improvement account may be used at the sole discretion of Buyer (under the strict control of the Accommodator) for hotel marketing, start-up costs, e.ra•- b -3 P52\383\014084-0065\2134594.3 02/27/95 ' ! c.ira-- b -and other necessary operational expenses, such as permit fees, engineering and design fees, landscaping design fees, supplies, and office equipment. " 2 . Payment of Purchase Price. Section 2 . 3 of the Original Agreement is deleted in its entirety and replaced with the following: "The purchase price is NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($900 , 000 . 00) payable to Agency as follows : (a) On or before the close of escrow, Buyer shall deliver to Escrow Holder the sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50, 000 . 00) in cash, cashier' s check issued by a major California financial institution, or wire transfer; and (b) On or before the close of escrow, Buyer shall execute, acknowledge (if appropriate) and deliver to Escrow Holder a promissory note in the principal amount of EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($850, 000 . 00) (the "Promissory Note" ) , in the form attached to this Amendment as Exhibit "A" ; (ii) a deed of trust in the form attached to this Amendment as Exhibit "B,, (the "Deed of Trust") , (iii) a security agreement in the form attached to the Original Agreement as Exhibit "E" (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-1" ) . 3 . Due Diligence Period. Buyer hereby acknowledges that the Due Diligence Period has elapsed and that Buyer has approved all matters required to be approved by Buyer during the Due Diligence Period, including, but not limited to, the matters described in Paragraphs 2 .4, 2 .5 , 2 . 6 . 2 .9 , and 2 . 10 of the Original Agreement and Sections 5 and 16 .D of the Real Estate Purchase Contract and Receipt for Deposit attached as Exhibit "Al' to the Original Agreement. 4 . Insurance. Section 2 . 8 of the Original Agreement is deleted in its entirety and replaced with the following: "The close of escrow is contingent upon there being available a similar insurance package to that set forth in the letter dated January 31, 1995 by Sfingi & Hannon Insurance Services attached hereto as Exhibit '1C" . " 5 . Representations and Warranties of Agency. Section 2 . 15 (a) (iv) of the Original Agreement shall be deleted in its entirety. 6 . Closing Date. The first sentence of Section 2 . 17 of the Original Agreement is deleted in its entirety and replaced with the F52\383\014084-0065\2134594.3 02/27/95 -2- following: "The close of escrow shall occur shall occur on the earlier of (i) the date which is five (5) days after completion of the sale of the Oregon Property by Buyer; or (ii) May 23 , 1995 (the "Closing Date" ) . 7 . City Approvals . The following is added as Section 2 .22 of the Original Agreement: "Buyer' s obligation to acquire the Property is contingent upon Buyer obtaining the approval of the appropriate Planning and Building Departments of the City of Palm Springs of the following: (i) all plans for Buyer' s intended remodeling of the Property; (ii) a variance for a new parking lot configuration; (iii) all permits and approvals which may be required to operate a coffee bar with outside dining in one of the retail units; (iv) the placement of a second new sign for the Monte Vista Hotel on the arch of the portecochere fronting Palm Canyon Drive; and (v) the replacement of the two (2) existing signs for the motel and the signs for the retail units; provided, however, that Buyer submits full and complete applications for said approvals (including all supporting information required by said Departments, such as plans and specifications) to the Planning Department no later than March 23 , 1995 and to the Building Department no later than April 23 , 1995 . If Buyer fails to submit said applications on or before the foregoing dates, this condition precedent shall be deemed waived by Buyer. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to the approval of such matters . In the event Buyer has submitted its applications within the time frames set forth above and the City of Palm Springs has not approved such actions by the close of escrow, Buyer may terminate its obligations under the Agreement by providing written notice to Agency and Escrow Holder. " 8 . Opening for Business . A new Section 2 .23 is added to the Original Agreement to read as follows: "On or before March 1, 1995 , Agency shall hold the all motel units open for business and to continuously operate the motel business through the close of escrow. Should the Agency open the motel for business without correcting a building code violation identified in that certain proposal delivered to Agency by Buyer dated February 3 , 1995 and the City of Palm Springs withholds the issuance of a certificate of occupancy for the Property to Buyer due to such violation, the Agency shall remedy the violation at its expense. " 9 . Lodging. A new Section 2 .24 is added to the Original Agreement to read as follows : FS2\383\014084-0065\2134594.3 02/27/95 -3- "Prior to the close of escrow, Buyer and/or his agents may have use of a maximum of two (2) units for the sole purpose of architectural and construction planning, design and other related tasks at no cost; provided, however, that Buyer shall provide Agency with at least five (5) days prior notice of such intended use and such units are then available. " 10 . Condition of the Property. A new Section 2 .25 is added to the Original Agreement to read as follows : "Agency covenants that, as of the close of escrow, the Property will be maintained in the same condition as it existed as of February 14, 1995 . " 11. Improvement/Replacement. Section 3 . 1 of the Original Agreement is deleted in its entirety and replaced with the following: "Buyer shall use at least Three Hundred Thousand Dollars ($300 , 000 . 00) of the funds deposited into the improvement account described in Section 2 . 1 above, for the improvement and/or replacement of the Property and/or the Personal Property. Said funds shall be used in the following manner: (a) not less than One Hundred Thirty Thousand Dollars ($130, 000 . 00) shall be used for capital improvements and/or the repair, replacement and maintenance of the improvements, mechanical systems, appliances and equipment located on the Property; (b) not less than One Hundred Thirty Thousand Dollars ($130 , 000 . 00) shall be used for furnishings and decor, office and laundry equipment, landscaping, exterior lighting, and parking areas; and not less than Forty Thousand Dollars ($40, 000 . 00) shall be used for hotel marketing, start-up costs, closing costs and other necessary operational expenses, such as permit fees, engineering and design fees, landscaping design fees, construction drawings and working specifications, supplies, and office equipment. Before commencement of any construction on the Property, Buyer shall obtain any and all permits and approvals which may be required by the City. The rehabilitation and/or replacement of the Property and the Personal Property shall be completed within one hundred eighty (180) 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 by of a Certificate of Completion as provided in Section 3 .3 . " 12 . Certificate of Completion. Section 3 .3 of the Original Agreement is deleted in its entirety and replaced with the following: FS2\383\014084-0065\2134594.3 02/27/95 -4- 0 "Upon written request by Buyer, and upon satisfactory completion of the work together with the submission of evidence reasonably satisfactory to the Agency that at least $325, 000 has been expended on the items described in Section 3 . 1 and Section 3 .4, Agency shall issue to Buyer a Certificate of Completion in the form attached hereto as Exhibit "I" . 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 . 13 . Exterior Property Enhancement Loan. A new Section 3 .4 is added to the Original Agreement to read as follows : "The City of Palm Springs will loan to Buyer the sum of TWENTY-FIVE THOUSAND DOLLARS ($25, 000 . 00) from the City' s Exterior Property Enhancement Loan Program for improvements to the storefronts and facade of the Property along Palm Canyon Drive pursuant to plans and specifications approved by the Building Department pursuant to Section 2 .22 , which loan shall be evidenced by the Promissory Note Secured by Deed of Trust attached hereto as Exhibit "D" and incorporated herein by reference ( "City Note") and secured by a second priority Deed of Trust in the form attached hereto as Exhibit "E" and incorporated herein by reference ( "Second Deed of Trust") . The Exterior Property Enhancement Loan shall be in addition to the Three Hundred Thousand Dollars of improvements and other costs required to be incurred by Buyer pursuant to Section 3 . 1 above. The loan proceeds shall be distributed to Buyer upon the completion of the facade and storefront improvement drawings and specifications by the Building Department and the approval of the Finance Department of the construction budget for the improvements showing that the cost of said improvements exceed the amount of the loan. The City Note and Second Deed of Trust shall be executed and acknowledged by Buyer and deposited into Escrow on or before the close of escrow and Escrow Holder is hereby instructed to record the Second Deed of Trust on the Close of Escrow. " 14 . Escrow Holder. The parties hereto acknowledge that the escrow has been transferred to Commonwealth Land Title Company. 15 . Promissory Note and Deed of Trust. The Promissory Note and Deed of Trust attached as Exhibits "C" and "D" , respectively, to the Original Agreement are deleted in their entirety and replaced with Exhibits "A" and "B" attached hereto and incorporated herein by reference. b7 FS2\383\014084-0065\2134594.3 02/27/95 -5- • • cry- 6 16 . Full Force and Effect. Except as set forth herein, all of the provisions of the Original Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, this First Amendment to Disposition and Development Agreement was executed as of the date first written above. "AGENCY" ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNI pu is corporate and po > tic By: ( ter Secnetdry Executi irector APPROVED AS TO FORM: RUTAN & TUCKER _ c David J. eshire, sq. Agency Counsel "Buyer" STEVHPAi TUCKMAN F52\383\014084-0065\2134594.3 02/27/95 -6- SECURED PROMISSORY NOTE THIS NOTE PROVIDES FOR A BALLOON PAYMENT. THIS NOTE IS SUBJECT TO SECTION 2966 OF THE CIVIL CODE, WHICH PROVIDES THAT THE HOLDER OF THIS NOTE SHALL GIVE WRITTEN NOTICE TO THE TRUSTOR, OR HIS SUCCESSOR IN INTEREST, OF PRESCRIBED INFORMATION AT LEAST 90 AND NOT MORE THAN 150 DAYS BEFORE ANY BALLOON PAYMENT IS DUE. $850, 000 . 00 1 199 1 ( "Commencement Date" ) Palm Springs, California This Promissory Note ( "Note") is made as of 1994, by ( "Maker") in favor of the 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 P.O. Box 2743 , Palm Springs, California, 92263 , or at such other place as the Holder may from time to time designate in writing, the principal sum of EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($850, 000 . 00) , together with interest thereon at the rate of eight percent (8%) during the first seven (7) years the- term of this Note and thereafter at the rate of nine percent (9%) 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 minimum monthly payments of principal and accrued interest shall be payable in monthly installments payable on or before the first day each calendar month beginning on the first day of the first full calendar month after the Commencement Date: Months Payment 1-12 $ 0 . 00 13-24 $ 3 , 350 . 00 25-36 $ 4,200 . 00 37-48 $ 5 ,425 . 00 49-60 $ 6, 670 . 00 61-72 $ 8 , 000 . 00 73-84 $ 8, 500 . 00 85-251 $10, 000 . 00 Escrow Officer shall insert the date of the close of escrow on the close of escrow. EXHIBIT "A" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 1 of 4 PAGES FS2\383\0140W0065\2134594.3 03/09/95 i cry- 6 This Note matures on the date that is two hundred fifty-two (252) months after the first day of the first full calendar month following 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. Should any payment be insufficient to pay all accrued interest, the accrued and unpaid interest shall be added to principal monthly. 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, except that Maker may make lump-sum principal payments on the regularly scheduled payment date hereunder in increments of the then payable monthly payment and not less than three (3) monthly payments and said prepayment shall relieve Maker from making monthly payments hereunder for the number of months that is prepaid; provided that Maker delivers Holder written notice with such partial prepayment that Maker intends to defer the payment of monthly payments as provided herein. Notwithstanding the fact that such partial prepayment shall relieve Maker from making monthly payments hereunder, interest shall continue to accrue on the unpaid principal balance of this Note on a monthly basis . All such accrued interest shall be added to principal as of December 31 of the year in which said prepayment occurred. By way of example assume that Maker desires to prepay four (4) months of payment beginning month twenty-three (23) , Maker would have to pay Holder 2 x $3 , 350 + 2 x $4, 200 = $15, 100 and the next monthly payment would be due for the twenty-seventh (27th) month. 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 N. 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 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 . 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 if such payment has not been made within twenty (20) days of the due date. Maker recognizes that default in making any payment herein agreed to be paid when due will result in Holder incurring damages, including, without EXHIBIT "A" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 2 of 4 PAGES FS2\383\014084-0065\2134594.3 02/27/95 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 five percent (50) of the amount so due and payable shall be payable if any such amount is not paid within twenty (20) 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. Solely for the purposes of assessing a late charge, all payments made hereunder shall be considered received by Holder two (2) days after the postmark date on the envelope containing the payment. 7 . 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 law(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. 8 . If Maker fails to make any payment required by this Note within twenty (20) 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. EXHIBIT "A" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 3 of 4 PAGES FS2\383\014084-OO65\2134594.3 02/27/95 C oc . I I 9 . 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 . The foregoing shall not waive Borrower' s statutory right to receive a notice of default and notice of sale pursuant to Civil Code Section 2924b or Borrower' s statutory right of reinstatement pursuant to Civil Code Section 2924c. 10 . 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. 11 . 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. 12 . 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. 13 . 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 valid, the provision shall be interpreted in the manner which would render it valid. MAKER: EXHIBIT "A" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 4 of 4 PAGES PS2\383\014084-0065\2134594.3 02/27/95 Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: The Community Redevelopment Agency of the City of Palm Stin S P.O. BORP274� Palm Spnp s, CA 92263-2743 Attn: ASStS nt Secretary SPACE ABOVE IRIS LINE FOR RECOP-DER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS This DEED OF TRUST is made by and between , herein called TRUSTOR, whose address is , ORANGE COAST 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 described in Exhibit "A" 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 EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($850,000.00), with interest thereon according to the terms of a promissory note of even date herewith made to Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2)the performance of each agreement of Trustor 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 Trustor, 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, Trustor 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 on 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 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumes 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solana 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 336 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 666 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 596 El Dorado 704 636 Merced 1660 763 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 6052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mano 69 302 Santa Barbara 2065 881 Venture 2607 237 Humboldt 801 63 Monterey 357 239 Santa Clara 6626 664 Vole 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 600 633 Kern 3766 690 Orange 7162 18 San Diego SERIES 5 Book 1964, Page 149774 (CONTINUED ON NEXT PAGE) 1265(1/94) Page 1 of 4 EXHIBIT"B" r— rQ ( 3 TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT — FS2\383\014084-0065\2134594.3 02/27/95 shall inure to and bind the parties h�fEto, with respect to the property above d9cribed. 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. Signature of Trustor } STATE OF CALIFORNIA } COUNTY OF } On before me, personally appeared personally known to me (or proved to me on the basis of satis- factory evidence) to be the person(s) whose names(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 signatures(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. Signature (Tus area For of kinl noW60 sent) (CONTINUED ON NEXT PAGE) 1265(1/94) Page 2 of 4 EXFIIEIT"E" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2134594.3 02/27/95 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: 11 To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in 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 deliver 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 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 Trustor 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 Trustor 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 necessaryto protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defeat any action 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 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 aware 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 not 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 Beneficiarythe right,power and authority,during the continuance of these Trusts,to collect the rents,issues and profits of said property, reserving unto Trustor the right, prior to any default by Truster in payment of any indebtedness secured hereby or in 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 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 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 said having been given as then required by law, Trustee, without demand on Trustor, 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 case 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) 1265(I/94) Page 3 of 4 EXHIBIT 'B" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2134594.3 02/27/95 I F� cno - b - 16 postponement. Trustee shall deliver to suc*haser its deed conveying the property so sold,brlthout 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 costs of evidence of title in connection with sale, Trustee shall apply to 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 under signed is the legal owner and holder of the note and of all indebtedness secured by the foregoing Deed of Trust. Said note, 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 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 4 of 4 EXHIBIT "B" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2134594.3 02/27/95 EXHIBIT "A" LEGAL DESCRIPTION That certain real property located in the County of Riverside, State of California and legally described as follows: c fQ -b - 17 EXHIBIT "A" TO DEED OF TRUST WITH ASSIGNMENT OF RENTS FS2\383\014084-0065\2134594.3 02/27/95 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") , ORANGE COAST 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 EIGHT HUNDRED FIFTY THOUSAND AND N0/100 DOLLARS ($850, 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 (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. FS2\383\014084-OO65\2134594.3 02/27/95 -1- 3 . ACCELERATION UPON TRANSFER. Upon any sale, transfer, hypothecation, entering into option to purchase or lease with option to purchase, assignment (except for an assignment for security purposes subordinate to the lien of this Deed of Trust) , 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 (i) the lease of the individual hotel and commercial units located on the Property, or (ii) the transfer of Trustor' s interest in the Property to Stephen Tuckman and Claudia Tuckman, husband and wife, either of which events 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 anything contained in this Section 3 to the contrary, Beneficiary shall consent to a one-time transfer of the Property; provided that it is established to the satisfaction of Beneficiary that all of the following requirements have been satisfied: a. not less than thirty (30) days prior to the proposed transfer, Trustor shall have delivered to Beneficiary a written request for approval of the proposed transfer together with copies of all agreements and documentation relating to the transfer and the formation documents for the proposed transferee; b. the proposed transferee must be an experienced owner and operator of hotel properties similar to the Property and must have internal property management personnel with demonstrated capability in the management of such properties such that the managerial and operational skills of the proposed purchaser are acceptable to Beneficiary; c. as of the date of the proposed transfer, the proposed transferee must be at least as creditworthy as Beneficiary at the time this Deed of Trust was executed; d. no event of default (and no event that with the passage of time and/or the giving of notice would constitute an event of default) shall have occurred hereunder or any of the Secured Obligations; e. as of the date of the proposed transfer, the outstanding principal balance of the Note shall be no greater than Eight Hundred Fifty Thousand Dollars ($850, 0000'0) (;; 9 FS2\383\014084-0065\2134594.3 02/27/95 -2- �"L.0 r^ 6 cra - b - 20 f . if the interest rate on the note is less than the prevailing interest rate charged by financial institutions with offices in the City for properties similar to the Property ( "Market Rate" ) , then the interest rate on the Note shall be increased to the lesser of the Market Rate or ten percent (100) ; g. Trustor shall have obtained an endorsement to Beneficiary' s policy of title insurance insuring the continued priority of the lien of the Deed of Trust; h. Trustor and the transferee shall have satisfied all other good faith requirements of Beneficiary for providing its consent to such transfer, including, without limitation, the execution and delivery of an assumption agreement and/or amendments to some or all of the Secured Obligation documents to reflect such transfer and assumption; i. the use of the Property shall remain the same after the transfer; j . Trustor shall pay all actual fees and expenses incurred by Beneficiary in connection with the proposed transfer, including, without limitation, all legal, recording and title insurance fees and expenses; k. the Certificate of Completion (as such term is defined in the Grant Deed) shall have been recorded; and 1 . if the transfer occurs during the first five (5) years of the term of this Deed of Trust and the gross proceeds received by or on account of Trustor for such transfer less the sales costs reasonably incurred by Trustor in connection with such transfer, such as broker' s fees, escrow fees, and title insurance premiums, ( "Net Proceeds") exceeds ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1, 500, 000 . 00) , Trustor shall pay Beneficiary a transfer privilege fee in the amount of fifty percent (500) of the Net Proceeds in excess of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1, 500, 000 . 00) ; provided, however, that the transfer privilege fee shall not exceed ONE HUNDRED THOUSAND DOLLARS ($100 , 000 . 00) . "Trustor" F52\383\014084-0065\2134594.3 02/27/95 -3- P 01 SFINGI & HANNON INSURANCE SERVICES•77.564 COUNTRY CLUB DR. #150, PALM DESERT, CA 92211 January 31, 1995 Mr. Steven & Claudia Tuckman DBA: Monte Vista Hotel P. 0. box 576 Cannon Beach, Or 97110 Re: Insurance for The Monte Vista Hotel Dear Steve & Claudia, pursuant to our visit last week please find attached the Earthquake quote on the above captioned. As I mentioned, The earthquake market changes weekly; assuming there is no major- Quake in southern Ca. in the neat, future we should be able to get similar pricing when your ready. please advise as your time line gets closer. In regard to the Package policy for, your property, general liability, excess etc. This should be no problem at all. My best estimate of your annual prerniurn will be slightly under $10, 000. please feel free to contact me if you have any questions regarding this letter. Also, there is prernium finance companies available to finance your, premium if you so desire. Sincerely Yours, 6e—� Y. Grogan, CIC / EXHIBIT C Page 1 of 4 Pages A Hilb, Rogal and Hanrilron Company (619)360-4700/FAX(619)360-4799 SEYT BY 11- 8-94 ; 15:28 ; M & C - Los Al les-P es 61S 360 47933 1/ 4 MONTGOMERY & COLLINS, INC. 1800 AVENUE OF THE STARS, SUITE 405 LOS ANGELES, CALIFORNIA 90067 FAX NO.: 1310) 788-9815 TELEPHONE NO.: (310) 788-9793 �\ FACSIMILE .TRANSMISSION DATE: November 8, 1994 M�) lal TO: Joan Grogan COMPANY: Sfingi & Hannon FAX NO.: (619) 360-4799 SUBJECT: DBA: Monte Vista Hotel FROM: Frances Hamilton 310 7MS769 TOTAL# PAGE 4 ti TO FAX A REPLY: Dial 310 7W9815 '"MESSAGE We We are please to offer the following quotation subject to rates and conditions as detailed below. This quotation shall expire 12-2-94. Insured: Stephen & Claudia Tuckman, DBA: Monte Vista Hotel Mailing Address: P. 0. Box 576, Cannon Beach, OR 97110 Location: 414 North Palm Canyon, Palm Springs, CA 92230 Insurer. Pacific Insurance Company, Ltd. Coverages: Difference In Conditions Including Earthquake and Flood Interest Covered: Real and Personal Property Including Pool and Business Interruption Limit of Liability: $2,350,000. Per Occurrence and in the Aggregate Annually As Respects Earthquake and Flood Deductible: AOP-$25,000. Per Occurrence Flood& Earthquake- 10% Per Unit of Insurance Subject to Minimum of$50,000. Per Occurrence Premium: $10.000.00 Tenn: One (1) Year Installments: Prepaid Rate: $.426 Per$100.00 of Total Insurable Values-$2,350,000. EXHIBIT "C" Page 2 of 4 Pages P 03 Akk V y� DATE(Mkwrk Y i��1i1/® _ :'p RIQPER T7 ' ' i► � 10-25-1994 ,'AIICFA APPLICANT (IKN W.rtN HVKIJ) STEPHEN & CLAUDIA TQCKMAN jSfingi & Hannon Ins . Services 77-564 Country Club Dr. , #150 PROPOSED EFF.DATE MOFOSED OP.DATE BILLING PUN PAYMENT/LAN AVDTT Palm Desert, CA 92211 X 4l3E (619) 360-4700 Ol/ 94 11/ O1/ 95 wECT�T ANN NO FOR COMPANY UBE ONLY INOBUECT OF INSUMNC! AMOUNT CONS Y YAWIigN CAWES OFlD!! INUMG%:DERICTOLE FORM AND CONDITIONS TO APPLY F : BLANKET BLDO'S ; 1,500,000 90 Rr0 : SPECIAL 0 IDS SPECIAL Y ....... ........... .... .. ... .... _.. .. .. ....... -...._<... ..._. _. ............_....._... ... .. -._...._. .._.. _..... .._. ._. .._.... X0.' ' `. BLANKET INCOME 400,WD " " o BLANKET BPP 400,000 �90 R/C " 0 " DL.,....._ - . .. .- .._.......... ... ... . . _.. POOL SO,= 90 WC " O " ADDITIONAL 60VEIAGE3:RESTRICTpNQ ENpOASANUM ARD RATND NFOAW710X . .. -.. .. ... .. ....... ...... ... ._.... . . ._ .._ ._ .... _ _ COIIiIRI1CTgN T'(F! �MOT.CL I ETORN:9;A BASY'ib Y0.BUY.T TOTAL ARG .OTHFA OCCUFANCES FRAME 4.... .. . 1-2 -'... ..0_.. 1930...': _...20, 321... N/A euaDE+urRovEMETm X: wMRNO.YR 88 ]{ wow,YR. 88 X: HEATING,YR 88 X ROCFNO,IR. B$ OTHER NDIIT EXIW'SURE A DISTANCE' LEFT EIPOSUNE AND DISTANCE NEAR EAF(MRE A DMTANCC RETAIL RETAIL WA_ �WIIDLAR ALARM TYPE - -. - CERIIFlCATE i _ ..E]JILITIbH DALE � �!IlTFITT OAADE : :CFIiiWL STATNN wTTH KEYS BURGLAR ALARM mm(.1335 AND SEAVICED BY - .. .. ... .. ... ... - i I OMA RDSRAnNMEN .-. . i CLOCK HOURLY RITE PROTECTION ISp;NBYrq ALARM YFACTUREN � CBTI{w.STATION .........LOCAL GONG SIBJECT OF INSURANCE AMOLYR CON!% VALUATION CAUSES OF LOSS 'OEDUCma FORM AND CONDITIONS TO APPLY R Y ._ . .....: .. ... .. - .-. NO. ............ _.... ... - .... ..... . .. . ....__.... _ _... -. .. -- L . D ADDITIONAL COVERAGES, lNDOIIJELIENib AND MTNC INFORAARON CONSTIIUCTgN TYPE � MOT.CL I SfOHIEt ! 114SMT3 T'R BUA.T�10TA1%JIG .Ol11FA UCCUFAHCNES ...._. ... . .. ... _..- . - . . _.. BVADNG WMOVEMENTS - WAmG0. . - ... e( YIRNO,YR: lIEIINO.YA. F/r ....AOOFNO.YR: OTHER I RIGHT pVOMRE A DISTANCE LEFT EXPOSURE AND DISTANCE REAM EXPOSURE A 01ITTAACE BURGLAR ALARM ITT! CEFITF)CATS I EARATIOX DATE EXTFIR GRADE WORAL STAT04 .. WTH KEYS BURGLAR ALARM NSTALOM ANo SE mm BY A OUAROWWAnHMEH . QOCI(HOURLY FRE PROTECTION (Spftlmm,SWtpq AC0y41Abn SyeAmU FIRE ALARM MANUFACTURER CINRIAL STATION LOCAL GONG SEE REVERSE SIDE FOR ADDITIONAL PREMISES, REPORTINO FORM INFORMATION, REMARKS, AND ADDITIONAL INTERESTS JlCBfiTS.� 4 1xAss -:`:`: ", - dTtI+CN_'KG fi#PLiC.41#T rKfGit.MNTiG - C T3io?}, _ -...a�- :..' -iDx6b l:P"Cf Ft{+GIf;4t101�t�tAe3 EXHIBIT "C" Page 3 of 4 Pages P 04 55,, !:l•� Y. 1 LI'. Yf'f.�:..h :, h♦ 11 "1'i1 •J f• •y1y TEMENT OF VALUES��11�11,f{'1''{`,11.1`11: }, A1.{\:},i}h}�I:I.y:1ti•.1 h. '1.':111.1�1'±�1L{`}::{ti::::�:{{1.�..{�::r:•.�:•ii:VC1 TO BE COMPLETED BY COMPANY, AGENT OR BROKER Rate Item Description, Location and Occupancy Cover- Values Pub. No, of Property Covered age* No. 414 N. PALM CANYON DR. BLDG 222, 476 1 PALM SPRINGS, CA BPP BLDG 191, 964 2 SAME BPP ' SAME BLDG 191, 964 3 BPP SAME BLDG 207, 368 4 BPP SAME BLDG 379, 928 5 BPP SAME BLDG 213 , 144 6 BPP SAME BLDG 38, 956 7 BPP SAME BLDG 54,138 8 BPP POOL POOL 50 , 000 9 TOTALS mm * B = Building S = "Stock" YBPP = Your Busines, Personal Property PPO = Personal Property of Others Other--specify above EXHIBIT "C" Page 4 of 4 Pages DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same, must be surrendered to Trustee for cancella- tion before reconveyance will be made. PROMISSORY NOTE SECURED BY DEED OF TRUST $25, 000 . 00 1 1995 Palm Springs, California FOR VALUE RECEIVED, the undersigned ( "Maker") hereby promises to pay to the CITY OF PALM SPRINGS, a municipal corporation ( "Holder" ) , at a place designated by Holder, the principal sum of TWENTY FIVE THOUSAND DOLLARS ($25, 000 . 00) , together with interest thereon at six and one-half percent (6 . 5e) per annum commencing on the date the funds are disbursed to Maker pursuant to the terms of that certain First Amendment to Disposition and Development Agreement between Maker and the Community Redevelopment Agency of the City of Palm Springs, California ( "Interest Accrual Commencement Date" ) . 1 . Repayment by Maker. Maker shall pay monthly installments of principal and interest in the amount of FOUR HUNDRED EIGHTY-NINE AND 15/100 DOLLARS ($489 . 15) each to Holder in lawful money of the United States, commencing on the first day of the first full calendar month following the Interest Accrual Commencement Date and continuing on the first day of each calendar month thereafter until principal and interest has been fully paid; provided that the payment due on the first day of the first full calendar month following the Interest Accrual Commencement Date shall be interest only. If not sooner paid, the unpaid principal balance and accrued interest hereunder shall be due and payable on the date which is sixty (60) months from the first day of the first full calendar month following the Interest Accrual Commencement Date. Any payments made by Maker in payment of this Note shall be applied first to the interest then accrued and due on the unpaid principal balance under this Note, and the remainder of each payment shall be applied to the reduction of the unpaid principal . 2 . Prepayment . This Note may be prepaid in whole or in part at any time without penalty. 3 . Note Secured by Deed of Trust. This Note is secured by a Deed of Trust and Assignment of Rents of even date herewith, encumbering certain real property located in the County of Riverside, State of California, more particularly described therein, and any other instruments, now or hereafter executed by Maker in favor of Holder, which in any manner constitute additional security for this Note ( "Deed of Trust" ) . 4 . Late Charge. If Maker shall fail to make any payment hereunder on or before the date the same is due and payable, a late EXHIBIT "D" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2134594.3 02/27/95 PAGE 1 OF 4 PAGES • C �c� - b -26 charge to compensate Holder for its damages shall immediately be due and payable from Maker to Holder if such payment has not been made within twenty (20) days of the due date. 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 five percent (50) of the amount so due and payable shall be payable if any such amount is not paid within twenty (20) 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. Solely for the purposes of assessing a late charge, all payments made hereunder shall be considered received by Holder two (2) days after the postmark date on the envelope containing the payment. 5 . Acceleration of Obligation. Upon the failure to make payment of any installment due under this Note or upon as and when the same becomes due and payable (whether by extension, acceleration or otherwise) , or in the event of default under the Deed of Trust, or any breach of any other promise or obligation in this Note or in any other instrument now or hereafter securing the indebtedness evidenced hereby, then, and in any of such events, Holder may, at its option, declare this Note and the entire indebtedness hereby evidenced, including, without limitation, all accrued interest, to be immediately due and payable and collectible then or thereafter as Holder may elect, regardless of the date of maturity, and notice of the exercise of said option is hereby expressly waived by Maker. 6 . Collection Costs; Attorneys' Fees . If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs of collection, including, but not limited to, attorneys' fees and all expenses incurred in connection with the protection or realization of the collateral securing the payment hereof or enforcement of any guarantee, incurred by Holder on account of such collection, whether or not suit is filed hereon. 7 . Waivers by Maker. Maker and all endorsers, guarantors and persons liable or to become liable on this Note waive presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note and any and all other notices or matters of a like nature, and consent to any and all renewals EXHIBIT "D" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2134594.3 02/27/95 PAGE 2 OF 4 PAGES e • and extensions near the time of payment hereof and agree further that at any time and from time to time without notice, the terms of payment herein may be modified or the security described in any documents securing this Note released in whole or in party or increased, changed or exchanged by agreement between Holder and any owner of the premises affected by said documents securing this Note, without in any way affecting the liability of any party to this Note or any persons liable or to become liable with respect to any indebtedness evidenced hereby. The foregoing shall not waive Borrower' s statutory right to receive a notice of default and notice of sale pursuant to Civil Code Section 2924b or Borrower' s statutory right of reinstatement pursuant to Civil Code Section 2924c. 8 . Due on Sale. In the event Maker shall, directly or indirectly, voluntarily or involuntarily, sell, enter into a contract of sale, assign, transfer, dispose of, or alienate or agree to sell, enter into a contract of sale, alienate, assign, transfer or dispose of all or any portion of any interest in the property which is the subject of the Deed of Trust without obtaining Holder' s prior written approval, then, or at any time thereafter, Holder, at its option, may declare the entire indebtedness evidenced hereby immediately due and payable. 9 . Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 10 . Modifications . Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Maker and Holder. No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. 11. No Waiver by Holder. No waiver of any breach, default or failure of condition under the terms of this Note or the Deed of Trust or the obligation secured thereby shall be implied from any failure of the Holder of this Note to take, or any delay be implied from any failure by the Holder in taking action with respect to such breach, default or failure from any prior waiver of any similar or unrelated breach, default or failure. 12 . Usury. Notwithstanding any provision in this Note, Deed of Trust or other document securing same, the total liability for payment in the nature of interest shall not exceed the limit now imposed by applicable laws of the State of California. EXHIBIT "D" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383W14084-0065\2134594.3 02/27/95 PAGE 3 OF 4 PAGES / ,�y - 6— 27 S� • • GG�t - 6 13 . Governing Law. This Note has been executed and delivered by Maker in the State of California and is to be governed and construed in accordance with the laws thereof. IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above written. "Maker" EXHIBIT "D" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT F32\383\014084-0065U134594.3 02/27/95 PAGE 4 OF 4 PAGES Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: Cit of Palrn Springs P. BoN 2743 Palm l:r 8s,r C A 92263-2743 Attn: t 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 , ORANGE COAST TITLE INSURANCE COMPANY, herein called TRUSTEE, and the CITY OF PALM SPRINGS, a municipal corporation, 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 described in Exhibit "A" 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 TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00), with interest thereon according to the terms of a promissory note of even date herewith made to 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 on 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 12BB 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumes 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Selene 1287 621 Butte 1330 513 Los Angeles T-3876 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Merin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Cast. 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 163 Del Norte 101 649 Mendocino 6G7 99 San Joaquin 2655 283 Trinity 108 596 El Dorado 704 635 Merced 1 BBO 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Venture 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 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 3756 690 Orange 7162 18 San Diego SERIES 5 Book 1964, Page 149774 (CONTINUED ON NEXT PAGE) 1265(1i94) Page 1 of 4 EXHIBIT "E" ///111��r TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT ( ' /� ._ FS2\383\014084-0065\2134594.3 02/27195 ` l•�- • • C(-c--- b-30 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 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. Signature of Trustor } STATE OF CALIFORNIA } COUNTY OF } On before me, personally appeared personally known to me (or proved to me on the basis of satis- factory evidence) to be the person(s) whose names(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 signatures(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. Signature (This nrea for official nomrinl seal) (CONTINUED ON NEXT PAGE) 1265(1/94) Page 2 of 4 EXHIBIT "E" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2134594.3 02/27/95 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,Trustor agrees: 1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in 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 deliver 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 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 defeat any action 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 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 aware 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 not 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 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 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 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 said 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 case 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) 1265(1/94) Page 3 of 4 EXHIBIT "E" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT ee,r/'? " ' FS2\383\01408400W2134594.3 02/27/95 1 v� postponement. Trustee shall deliver to suchlchaser its deed conveying the property so sold, buLSvithout 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 Trustor, 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 costs of evidence of title in connection with sale, Trustee shall apply to 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 under signed is the legal owner and holder of the note and of all indebtedness secured by the foregoing Deed of Trust. Said note, 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 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 4 of 4 EXHIBIT"E" TO FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2134594.3 02/27/95 • EXHIBIT "A" • LEGAL DESCRIPTION That certain real property located in the County of Riverside, State of California and legally described as follows: c-rca-6-33 EXHIBIT "A" TO DEED OF TRUST WITH ASSIGNMENT OF RENTS FS2\383\014084-0065\2134594.3 02/27/95 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" ) , ORANGE COAST TITLE INSURANCE COMPANY ( "Trustee") , and the CITY OF PALM SPRINGS, a municipal corporation ( "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. Due on Sale. In the event Trustor shall, directly or indirectly, voluntarily or involuntarily, sell, enter into a contract of sale, assign, transfer, dispose of, or alienate or agree to sell, enter into a contract of sale, alienate, assign, transfer or dispose of all or any portion of any interest in the property which is the subject of this Deed of Trust without obtaining Beneficiary' s prior written approval, then, or at any time thereafter, Beneficiary, at its option, may declare the entire indebtedness evidenced hereby immediately due and payable. "Trustor" FS2\383\014084-0065\2134594.3 02/27/95 -1- r PROMISSORY NOTE $25 , 000 . 00 December 16, 1994 Palm Springs, California On the Maturity Date (as hereinafter defined) , I promise to pay to the order of THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, at 3200 East Tahquitz Canyon, Palm Springs, California, with interest thereon at the rate of nine percent (9%) per annum from the date of Maturity Date until paid. The maturity date of this obligation (the "Maturity Date") shall be the first to occur of : (i) the date of close of escrow under that certain Disposition and Development Agreement between the undersigned as the buyer and the holder as the Agency dated December 16, 1994 for the acquisition and development of that certain real property commonly known as the Monte Vista Hotel located at 414 North Palm Canyon Drive, Palm Springs, CA (the "DDA") , or (ii) a default by the undersigned under the DDA. All or any portion of the principal hereof may be paid at any time. If this Note is placed in the hands of an attorney for collection, I promise and agree to pay the holder' s reasonable attorneys' fees and collection costs, even though no suit or action is filed hereon; however, if a suit or an action is filed, the amount of such reasonable attorneys' fees shall be fixed by the court, or courts in which the suit or action, including any appeal therein, is tried, heard or decided. I hereby waive 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. Time is of the essence with respect to every provision hereof. 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. 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. 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 valid, the provision shall be interpreted in the manner which would render it valid. STEPPfEN TUCKMAN PS2\053\014084-0065\2126582.1 12/15/94 �, • Stephen Tuckman Sale of Monte Vista Hotel AGREEMENT #346C R961, 11-23-94 DISPOSITION AND DEVELOPMENT AGREEN (Monte Vista Hotel) THIS DISPOSITION AND DEVELOPMENT AGREEMENT ( "Agreement" ) is entered into this 16th day of December, 1994 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 STEPHEN TUCKMAN, whose offices are located at P.O. Box 576, 340 E. Monroe Street, Cannon Beach, Oregon 97110 , or his permitted assigns ( "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 motel with five (5) retail spaces located in the City of Palm Springs, County of Riverside, State of California located at 414 North Palm Canyon Drive and commonly known as the Monte Vista Hotel ( "Property" ) , which Property 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 the Property upon the terms and conditions set forth in this Section 2 and in that certain Real Estate Purchase Contract and Receipt for Deposit attached hereto as Exhibit "A" and incorporated herein by this reference . 2 . 1 Exchange. Agency acknowledges that it is Buyer' s intention to complete an improvement exchange in accordance with IRC Section 1031 ( "Exchange" ) involving the Property, and that in connection with such exchange, Buyer is selling certain lodging properties located in Oregon which properties are commonly known as Sea Spite Motel and Hearthstone Inn in Cannon Beach, Oregon (the "Oregon Property" ) . Agency agrees to cooperate with Buyer and its accommodator of the Exchange (the "Accommodator" ) , as reasonably necessary to effectuate Buyer' s Exchange; provided that Agency shall not incur any additional expense or obligation in connection therewith. In no event shall the Exchange delay the close of escrow as contemplated in this Agreement. Buyer shall use his best efforts to consummate the sale of the Oregon Property within one hundred twenty (120) days of the expiration of the Due Diligence Period (as hereinafter defined) . The closing of this transaction is conditioned upon Buyer' s sale of the Oregon Property prior to the expiration of said date. Buyer reserves the right to add additional real properties as part of the exchange although it is specifically understood and agreed that the foregoing condition to the close of Escrow shall include only the Sea Sprite Motel and the Hearthstone Inn properties . As part of the Exchange, prior to the closing of this transaction, Buyer shall deposit into an interest bearing improvement account (which shall be under the strict control of the Accommodator) , a sum of not less than Two Hundred Thousand Dollars ($200, 000 . 00) to be used solely for the improvement and/or replacement of the Property, and/or the Personal Property (as hereinafter defined) pursuant to the terms of Section 3 below; provided, however, that any amounts greater than Two Hundred Thousand Dollars ($200, 000 . 00) deposited into the improvement account may be used at the sole discretion of Buyer (under the strict control of the Accommodator) for hotel marketing, start-u costs, and other necessary operational expenses . �. :. Fes!' F82\3831014084-0065\2121262.5 12/15/94 _'� • 2 .2 Escrow Deposit. Concurrent with opening of escrow, Buyer shall deposit with Escrow Holder a promissory note in the principal sum of TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($25 , 000 . 00) payable to Agency at nine percent (9°;) in a form substantially similar to the form attached hereto as Exhibit "B" (the "Deposit Note") . Upon close of this escrow, Escrow Holder shall return the Deposit Note to Buyer. In the event of a default under the Agreement by Buyer, Agency shall be entitled to enforce its rights under the Deposit Note, and Buyer acknowledges and agrees that Agency' s enforcement of its rights under the Deposit Note shall not waive, restrict, or otherwise impair any other rights or remedies Agency may have against Buyer. 2 . 3 PAYMENT OF PURCHASE PRICE. The purchase price is ONE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($1, 100, 000 . 00) payable to Agency as follows: (a) On or before the close of escrow, Buyer shall deliver to Escrow Holder the sum of ONE HUNDRED THOUSAND AND N0/100 DOLLARS ($100, 000 . 00) in cash, cashier' s check issued by a major California financial institution, or wire transfer; and (b) On or before the close of escrow, Buyer shall execute, acknowledge (if appropriate) and deliver to Escrow Holder a promissory note in the principal amount of ONE MILLION AND N0/100 DOLLARS ($1, 000, 000 . 00) (the "Promissory Note" ) , in the form attached hereto as Exhibit "C" ; (ii) a deed of trust in the form attached hereto as Exhibit "D" (the "Deed of Trust" ) , (iii) a security agreement in the form attached hereto as Exhibit "E" (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 .4 Due Diligence Period. Buyer or Buyer' s contractors or agents may, at Buyer' s sole cost and expense, inspect and investigate the condition of the Property and/or the Personal Property (as hereinafter defined) , including, without limitation, the structural integrity of the improvements and the geological condition of the Property. Unless Buyer is required to give sooner notice to Agency for particular conditions related to the Property pursuant to the Deposit Receipt, Buyer shall furnish Agency with written notice of disapproval of the condition of the Property or the Personal Property on or before January 23 , 1995 (the "Due Diligence Period" ) . In the event Buyer provides Agency with timely written objection to the condition of the Property and/or the Personal Property (including, but not limited to, any corrections recommended by a licensed Structural Pest Control Operator to correct conditions which are deemed likely to lead to infestation or infection of wood destroying pests or organisms) , Agency shall notify Buyer within ten (10) days from receipt of Buyer' s notice as to whether Agency will attempt to remediate the condition. Should Agency fail to notify Buyer as to its intent to commence repairs in accordance with Buyer' s objections within said ten (10) day period, this Agreement and the escrow shall automatically terminate, unless Buyer elects to acquire the Property without such objections being corrected. In the event Agency elects to remediate the condition, Agency shall have until the Closing Date or thirty (30) days from giving notice to Buyer, whichever is longer, within which to complete such repairs, and the escrow will be extended as necessary to afford Agency said thirty (30) days . In the event Buyer does not furnish Agency with such notice of disapproval within the Due Diligence Period, Buyer shall conclusively be deemed to have approved the condition of the Property and the Personal Property. Buyer shall keep the Property free of any liens and shall indemnify and hold Agency harmless from all liability, claims, demands, damages, costs, repairs or other expenses, including, without limitation, attorneys fees arising from Buyer' s investigation and inspection of the Property and/or the Personal Property. Durin the Due Diligence Period, Buyer may, at Buyer' s sole cost and ._ a <a P62\383\014084-0065\2121262.5 12/15/94 -2- expense, inquire as to the applicability and effect of all laws, statutes, ordinances and regulations, whether federal, state or local affecting the Property or the use thereof as well as all other matters affecting the Property or its use. Buyer may terminate its obligations under the Agreement provided Buyer furnishes Agency and Escrow Holder with written notice of objection prior to expiration of the Due Diligence Period. Buyer' s failure to provide such timely notice shall conclusively be deemed Buyer' s approval of the effect of all such laws, statutes, ordinances, regulations and other matters, and the satisfaction and waiver of this contingency. During the Due Diligence Period, Buyer may reside in a kitchen unit at the Property at no charge to Buyer. Buyer acknowledges that during the Due Diligence Period Agency will be conducting various repairs to the Property as more particularly described herein and that utility service to Buyer may be interrupted during such repairs . 2 .5 Rental/Service Agreements . On or before January 3 , 1995, Agency shall make available to Buyer for inspection and review: (1) all current leases, rental agreements, service contracts and other agreements pertaining to the operation of the Property, and (2) a rental statement including names of tenants, rental rates, periods of rental, date of last rent increase, security deposits, rental concessions, rebates or other benefits, if any, and a list of delinquent rent and their duration, with respect to the commercial units on the Property. Agency represents that no such tenant is entitled to any rebate, concession or other benefit except as set forth in the documents to be furnished to Buyer. Agency represents that the documents to be furnished are those maintained in the ordinary and normal course of business . Agency shall only be obligated to furnish such documents to the extent they are in Agency' s possession. Buyer' s failure to object to Agency and Escrow Holder in writing prior to the expiration of the Due Diligence Period shall be deemed Buyer' s conclusive approval of such documents . 2 . 6 Income/Expense Statements . On or before January 3 , 1995 , Agency shall make available to Buyer for inspection and review original books and records of income and expenses respecting the Property, and Agency represents that the books and records are those maintained in the ordinary and normal course of business; provided, however, that Agency shall only be obligated to furnish Buyer with such documents to the extent that they are in Agency' s possession. If Buyer does not furnish Agency and Escrow Holder with written objection to such documents prior to the expiration of the Due Diligence Period, Buyer shall conclusively be deemed to have approved the contents of these documents . 2 . 7 Estoppel Certificates . Agency shall use its best efforts to deliver to Buyer prior to close of escrow certificates by all tenants then in possession of any of the commercial/retail units located on the Property acknowledging that their rental or lease agreements are unmodified and in full force and effect, or if modified, stating all such modifications . Agency shall send written request for such estoppel certificates to all such tenants on or before January 3 , 1995 . 2 . 9 Insurance. During the Due Diligence Period, Buyer shall obtain reasonable satisfaction that it will be able to procure earthquake casualty insurance providing casualty coverage in the total amount of $1, 500, 000 . 00, subject to customary deductibles for earthquake insurance. Buyer may terminate its obligations under this Agreement provided prior to expiration of the Due Diligence Period Buyer furnishes Agency and Escrow Holder with written notice that such reasonable satisfaction has not been obtained. Buyer' s failure to timely furnish such notice shall be conclusively deemed to be a satisfaction and waiver of this contingency. 2 . 9 Personal Property. On or before January 3 , 1995 , Agency shall deliver to Buyer an inventory of all personal property, ,,. located on the Property which will be transferred to Buyer at;, , ,, FS2\383\014084-0065\2121262.5 12/15/94 -3- closing (the "Personal Property" ) . Buyer' s failure to object to this inventory within the Due Diligence Period shall be deemed Buyer' s approval of same. Title to the Personal Property shall be delivered to Buyer AS-IS and WHERE-IS pursuant to the bill of sale attached hereto as Exhibit "F,' (the "Bill of Sale") 2 . 10 Parking/Driveways/Guest Units. Agency shall use its best efforts to cause the City Council of the City of Palm Springs, on or before January 23 , 1995, to (1) eliminate parking located on North Palm Canyon Drive in front of the Property between driveway curb cuts; (2) eliminate the driveway which runs from the front of the Property to the parking lot located at the rear of the Property; and (3) increase the number of allowable guest units located within the existing structures and using existing on-site parking, from 33 guest units to 35 guest units . It is expressly understood by the parties that Agency makes no representations or warranties with respect to the granting of said approvals . Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to the approval of the such matters . In the event the City of Palm Springs has not approved such actions by said date, Buyer may terminate its obligations under the Agreement by providing written notice to Agency and Escrow Holder no later than January 27, 1995 . Buyer' s failure to give such notice shall conclusively be deemed Buyer' s waiver of this contingency and evidence Buyer' s willingness to consummate the transaction without such action by the City of Palm Springs . 2 . 11 Repairs By Agency. Agency agrees that prior to close of escrow it will (i) repair all leaking gas pipes on the Property, (ii) repair the under-slab water leak in Room No. 20 , and (iii) place the pool and spa in an operating condition. 2 . 12 Transfer of Intangible Personal Property, Licenses , Permits and Business Records . At or prior close of escrow, Agency will deliver to Buyer copies of all advertising copy and original art work drawings used for advertising or brochures related to the Property, all service and related contracts affecting the Property after the close of escrow, and all other records necessary for Buyer to conduct business, including, without limitation, customer, guest records since 1987; provided, however, that Agency shall only be obligated to deliver such items to the extent that they are in Agency' s possession. Agency shall also transfer to Buyer the right to operate the Property under the trade name "Monte Vista Hotel" , all business telephone numbers, and the keys to all doors with locks or padlocks . In addition, the Agency shall use its best efforts to transfer to Buyer all licenses, permits, and other governmental approvals currently issued affecting the Property. Agency will notify Buyer on or before january 3 , 1995 as to any such licenses, permits, or approvals which may not be able to be transferred to Buyer as well as any other licenses and permits that are required by the City to legally operate the Property as a hotel with retail spaces, at which time, Buyer may, at its option terminate its obligations to Agency under the Agreement; provided, however, that in the event Buyer does not furnish Agency with such notice of termination on or before the expiration of the Due Diligence Period, Buyer shall conclusively be deemed to have waived its right to terminate the Agreement based upon this contingency. 2 . 13 Rental of Commercial Units . Prior to the close of escrow, Agency shall have the sole right to rent the commercial units located on the Property. Upon the opening of escrow, Agency agrees to consult and cooperate with Buyer in procuring tenants for the commercial spaces on the Property. After the opening of escrow, Agency will not lease any commercial space on the Property other than on a month to month basis 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. Upon the expiration of the Due Diligence Period, Buyer may place "For Rent" signs in the windows of the retail spaces until the close of escrow; provided, however, that said signs shall be in compliance with the sign ordinance of the City and the placement of sig s shall not give Buyer the right to enter into leases prior to the Fa2\383\014084-0065\2121262.5 12/15/94 -4- � close of Escrow. Buyer shall notify Agency of any inquiries received by Buyer with respect to leasing the Property prior to the close of escrow. 2 . 14 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 "G" (the "Assignment and Assumption" ) . (vi) An original executed Grant Deed in the form attached hereto as Exhibit "H" (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. (b) Agency' s 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) The 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 . 15 Representations and Warranties of Agency. (a) Agency represents and warrants to Buyer that the following will be true as of the close of escrow: (i) The Property consists of thirty-three (33) hotel guest units and five (5) retail units . (ii) To Agency' s actual knowledge, there will be no toxic waste or hazardous materials on the Property; (iii) All utilities servicing the Property, including water, sewer, gas and electric will be in operating condition and will be adequate for operation of the Property as a hotel with retail units; and, to Agency' s knowledge, will meet all applicable code requirements; ,;e FS21383\014084-0065\2121262.5 12/15/94 -5- (iv) On the close of escrow, the Property, including all improvements, guest units, manager' s quarters and retail spaces, will all have functioning and operable mechanical systems, equipment and appliances including, but not limited to, plumbing, gas, electrical, air conditioning/heating, pool/spa and related equipment, doors, locks, televisions and windows and all of same will be in operating condition; all broken and/or cracked glass shall be replaced; the roof will be free from all leaks; and the landscaping and grounds will be in the same condition as they existed on the date this Agreement was executed. Notwithstanding anything to the contrary in this DDA, Buyer must submit to the Agency, in writing, on or before the date which is three (3) days after the date the Grant Deed is recorded in the Official Records of the Riverside County Recorder, any matters, whether patent or latent, which fail to comply with this Section. Upon the submission of said matters to the Agency within the time period set forth herein, the Agency shall promptly make any necessary repairs to cause the Property to comply with this subsection. Buyer acknowledges that the roof of the Property is not in good condition and that, should the roof leak as of the close of escrow and Buyer provide Agency with the notice set forth herein, Agency' s sole obligation will be to patch the leak. Agency shall have no obligation to replace the roof. (v) To Agency' s knowledge, there will be no law suits pending or existing which relate to or affect the Property; (vi) 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 (vii) Agency is unaware of any material fact which would prevent Buyer from operating the Property as a hotel with retail units . (b) Buyer acknowledges that, during the Due Diligence Period, 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 above, neither Agency nor any of its employees, agents, 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 Site is suited, or drainage. Except for those representations and warranties set forth above, Buyer shall take the Site 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 Site, 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 t Property may be subject, and is acquiring the Property on t FS2683\014084-0065\2121262.5 12/15194 -6- .,,,- basis of its review and determination of the application and effect of such laws and regulations. From and after the Close of Escrow, Buyer shall defend, indemnify and hold harmless Agency and its officers, employees, agents and representatives from and against any and claims, liabilities, costs, expenses (including attorneys fees and court costs) , actions, causes of action, suits, legal or administrative orders or proceedings, or demands resulting at any time from the physical or environmental condition of the Property, whether before or after the Close of Escrow, including, but not limited to, the existence of any hazardous material in, on or under the Property or from a violation or alleged violation of the Site with any federal, state or local law, ordinance, regulation or order, unless such claim or liability relates to the breach of a representation or warranty by Agency set forth above. However, Agency hereby agrees to defend, indemnify and hold Buyer harmless from any claims or causes of action against the Agency or the Property which arise from events, incidents or accidents occurring prior to the close of escrow. 2 . 16 Conditions Precedent to Close of Escrow. (a) Conditions to Buyer' s Obligation to Close. Buyer shall only be obligated to consummate this transaction if (i) all contingencies to Buyer' s performance set forth in the Agreement have been either satisfied or waived, (ii) Agency has delivered all documents required to be delivered pursuant to Section 2 . 14 (b) above, and (iii) Agency shall not be in default under this Agreement. (b) Conditions to Agency' s Obligation to Close. Agency shall only be obligated to consummate this transaction if (i) all contingencies to Agency' s performance set forth in the Agreement have been either satisfied or waived, (ii) Buyer has delivered all documents required to be delivered pursuant to Section 2 . 14 (a) above, and (iii) Buyer shall not be in default under this Agreement. 2 . 17 Closing Date. The close of escrow shall occur shall occur on the earlier of (i) the date which is five (5) days after completion of the sale of the Oregon Property by Buyer; or (ii) one hundred twenty (120) days after the expiration of the Due Diligence Period (the "Closing Date" ) . In the event the transaction contemplated hereby is not in a position to close on the Closing Date, either party hereto may terminate this Agreement and the escrow by providing written notice to the other party and to Escrow Holder. Buyer shall have the right to inspect the Property and Personal Property on the day preceding the Closing Date to verify that the Property and Personal Property is being delivered to Buyer in compliance with the terms of this Agreement . 2 . 18 ESCROW PROVISIONS . (a) Escrow Instructions . This Agreement, when signed by Buyer and Agency, shall also constitute escrow instructions to Escrow Holder. This Agreement shall be delivered to Coastal Counties Escrow within five (5) days of exection by both parties and escrow opened. If required by Escrow Holder, Buyer and Agency agree to execute Escrow Holder' s standard escrow instructions, provided that the same are consistent 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 . 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 FS2\383\014064-0065\2121262.5 12/15/94 -7- 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 date the Promissory Note as of the date the Grant Deed is recorded and insert into Paragraph 3 of the Promissory Note the day of the month the Grant Deed is recorded. (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 Lease of any of the commercial units or hotel units on the Property. (d) Payment of Costs . All costs of escrow not otherwise specifically allocated by the Agreement shall be apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder. (e) 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 . (f) 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 (e) , and further agree that neither Buyer nor Agency shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information. 2 . 19 Assignment of Buyer' s Rights . Buyer shall have the right to assign its rights and obligations under this Agreement to the Accommodator in connection with the Exchange without Agency' s consent provided Buyer gives written notice to Agency and Escrow Holder immediately upon such assignment. Neither Buyer nor Accommodator shall have the right to assign its rights or interest under this Agreement, or any of the documents executed in connection herewith, to any other party prior to the completion of the rehabilitation work described in Section 3 below without Agency' s written consent, which may be withheld at Agency' s sole and absolute discretion. After the recordation of the Certificate of Completion described in Section 3 .3 below, this Agreement and any of the documents executed in connection herewith (including the Note and Deed of Trust) may be assumed by a qualified purchaser, provided Buyer and such qualified purchaser comply with the requirements specified in Section 3 of the Rider to Deed of Trust. Any such assignment without the written consent of Agency shall be void. r FS2083\014084-0065\2121262.5 12/15/94 -8- 2 .20 Buyer as Broker. Agency acknowledges that Buyer is a licensed Oregon real estate broker. 2 .21 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. The Buyer shall use at least Two Hundred Thousand Dollars ($200, 000 . 00) of the funds deposited into the improvement account described in Section 2 . 1 above, for the improvement and/or replacement of the Property and/or the Personal Property. Said funds shall be used in the following manner: (a) not less than One Hundred Thousand Dollars ($100, 000 . 00) shall be used for capital improvements and/or the repair, replacement and maintenance of the improvements, mechanical systems, appliances and equipment located on the Property; and (b) not less than One Hundred Thousand Dollars shall be used for furnishings and decor, office and laundry equipment, landscaping, exterior lighting, and parking areas. The cost of any architectural and construction drawings, working specifications, engineering studies, building permits and fees and any related costs shall be included in the above improvement expenses. Before commencement of any construction on the Property, Buyer shall obtain any and all permits and approvals which may be required by the City. The rehabilitation and/or replacement of the Property and the Personal Property shall be completed within one hundred eighty (180) 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 by of a Certificate of Completion as provided in Section 3 . 3 . 3 .2 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 .3 Certificate of Completion. Upon written request by Buyer, and upon satisfactory completion of the work together with the submission of evidence reasonably satisfactory to the Agency that at least $200, 000 has been expended on the items described in Section 3 . 1, Agency shall issue to Buyer a Certificate of Completion in the form attached hereto as Exhibit "I" . 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 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 .2 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 . 3 Modifications . Any alteration, change r modification of or to this Agreement, in order to become effective, FS2\383\014084-0065\2121262.5 12/15/94 shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 4 . 4 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 . 5 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 . 6 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 . 4 . 7 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, to the address specified on the first page of this DDA. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in forty- eight (48) hours from the time of mailing if mailed as provided in this Section. 4 . 8 Legal Action. In addition to any other rights or remedies contained herein, in the event of a material default by Agency hereunder, Buyer may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this DDA, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this DDA. In the event Buyer shall fail to close escrow pursuant to the terms of this DDA due to a material default by Buyer, Buyer hereby agrees to pay Agency, as liquidated damages, the sum of Twenty-Five Thousand Dollars ($25, 000 . 00) plus all reasonable attorneys' fees and costs of suit incurred by the Agency to collect said liquidated damages . The foregoing shall be the Agency' s sole remedy in the event of such failure to close by Buyer and this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder except that (i) Buyer shall be responsible for payment of all cancellation costs, and (ii) any and all indemnity obligations of Buyer i vor of Seller hereunder shall �remain in effect . NIX Sell intials Buyer' s intials 4 .9 Risk of Physical Loss . Risk of physical loss to the Property shall be borne by Agency prior to the Close of Escrow and by Buyer thereafter. In the event that the Property shall be damaged by fire, flood, earthquake or other casualty, Buyer may, at its option, elect not to acquire the Property. If Buyer does not so elect, Buyer shall close the purchase, in which case Agency shall assign to Buyer Agency' s interest in all insurance proceeds relating to such damage, if any, and Agency credit against the Purchase Price (and the down payment payable by Buyer hereunder) any deductible thereunder. In the event that such damage shall occur and Buyer elects not to purchase the Property, then this Agreement shall be terminated and Buyer shall be entitled to the return of all funds and documents deposited hereunder. Buyer l-(W FS2\383\014084-0065\2121262.5 12/15/94 -1 0- understands and acknowledges that Agency does not maintain a policy of earthquake insurance on the Property. 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, CALIFO body, corporate ( and po itic By: \.� \�-L By: I��SI S cretary E x e c u t i vV Di cto APPROVED AS TO FORM: RUTAN & TUCKER Davidkj leshire, Esq. Agency Counsel " Y " _ ue L4,4 _ � 4c - STEPHEN T CKMAN FS2\3E3\014084-0065\2121262.5 12/15/94 REAL ESTAT�URCHASE CONTRACT AND REMPT,FOR DEPOSIT THIS IS MORE THAN A R T FOR MONEY IT IS INTENDED TO BE A LEGALLY BIN CONTRACT READ IT CAREFULLY. El CALIFORNIA ASSOCIATION OF REALTORS' (CAR)STANDARD FORM Palm Springs Callforna, i)PCPmhar 16 199. Received from STEPHEN T'UCKMAN and/or permitted assignee herein called Buyer, the sum of Twenty Five Thousand Dollars $_25,_09Q._00—. evidenced by ❑ cash, ❑ cashier's check, ❑ personal check or © See Addendum payable to ,to be held uncashed until acceptance of this offer as deposit on account of purchase price of One Million One Hundred Thousand Dollars$ 1 ,100,000-00 for the purchase of property, situated In Palm Spr1nQS ,County of River i de California, described as follows 414 N. Palm Canyon Drive, and ]crown as_he "Monte Vi Gta siotel"and five (� retail spaces A. DEPOSIT upon acceptance,to be deposited into $ B INCREASED DEPOSIT within days of acceptance to be deposited into $ C BALANCE OF DOWN PAYMENT to be deposited into on or before $ D Buyer to apply,qualify for and obtain a NEW FIRST LOAN In the amount of. . . . . . . . . . $ payable monthly at approximately$ Including Interest at origination not to exceed %, ❑ fixed rate, ❑ other all due years from date of origination Loan fee not t exceed . Seller agrees to pay a maximum of FHA/VA discount po s. Additional terms E. Buyer ❑ to assume, ❑ to take title subject to an EXISTING FIRST LOAN with an approximate balance of . . . . . . $ In favor of payable monthly at$ including interest at /o ❑ fixed rate, ❑ other .Fees not to exceed_ Disposition of impound account Additional terms F Buyer to execute a NOTE SECURED BY a ❑ first, ❑ second, ❑ third DEED OF T4theount of . . . . . . $ IN FAVOR OF SELLER payable monthly at$ ❑ or more, includ % all due years from date of origination, ❑ or upon sale or transfer of subject propeshall be due on any installment not paid withindays of the due date. ❑ Deed of Trust to contain a request for notice of default or sale for the benefit of Selle , ill not execute a request for notice of delinquency.Additional terms G Buyer ❑ to assume, ❑ to take title subject to an EXISTING SECOND LO with an approximate balance of . . . . . . . . $ In favor of payable mo in at$ including interest at ❑ fixed rate, ❑ other Bu r fees not to exceed Additional terms H Buyer to apply,qualify for and obtain at NEW SECOND LO In the amount of . . . . .. . . . . . . . . . . . . . . . . . . . $ payable monthly at approximately$ including interest at origination not to exceed % ❑ fixed rate, ❑ other_ all due years from date of origination. Buyer's loan fee not to exceed Additional terms I In the event Buyer assumes or takes titles jectto an existing loan,Seller shall provide Buyer with copies of applicable notes and Deeds of Trust Aloan may contain eatures which affect loan,such as interest rate changes,monthly payment changes,balloon payments,etc. Buyer shall be alto d calendar days after receipt of such copies to notify Seller in writing of disapproval FAILURE TO NOTIFY SELLE WRITING SHALL CONCLUSIVELY BE CONSIDERED APPROVAL. Buyer's approval shall not be unreasonably withheld.Dif rence In existing loan balances shall be adjusted in ❑ Cash, ❑ Other J. Buyer agrees to act (gently and in good faith to obtain all applicable financing. K. ADDITIO L FINANCING TERMS: 2. OCCUPANCY:Buyer ❑ does, does not intend to occupy subject property as Buyer's primary residence 3. SUPPLEMENTS:The ATTACHED supplements are incorporated herein ❑ Interim Occupancy Agreement(CAR FORM DA-11) ❑ Residential Lease Agreement after Sale(CAR FORM RLAS-11) ❑ ❑ VA and FHA Amendments(CAR FORM VA/FHA-11) ❑ 0 in 4. ESCROW: _ Qk . Escrow fees to be paid as follows: 50 by Buyer; 50 o by qpl l Pr 3d Buyer and Seller acknowledge receipt of copy of this page,which constitutes Page 1 of_4_Pages. -Y Buyer's Initials ( ) ( ) Seller's Initials ( THIS STANDARDIZED DOCUMENT FOR USE IN SIMPLE TRANSACTIONS HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSe INFORMONLY. SENTATION IS MADE AS TO THE APPROVAL OF THE FORM OF ANY SUPPLEMENTS NOT CURRENTLY PUBLISHED BY THE CALIFORNIA ASSOCIATION OF REALTORS" OR THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION IT SHOULD NOT BE USED IN COMPLEX TRANSACTIONS OR WITH EXTENSIVE RIDERS OR ADDITIONS AREAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS IF YOU DESIRE LEGALOR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL The copyright laws of the United Slates rt]U S Codel Inrinvi the uuzu hnmad nr=Glnv t Iev r)NLY reproduction of this farm by any mean CopynghLE 1989,CALIFORNIA ASSD EXHIBIT "A" TO Ignee .1u<t X°U ffiv szs South vvgi Avenue,Los Angeles, DISPOSITION AND DEVELOPMENT AGREEMENT 9PP9muNnr REVISED 2191 M-PM-MAY-91 TOITAI 17 �TATC ¢r 10^1_1 A cC 1" 1� 1T1n A(` AAIR" r1CfnnlC "1 711 nAl,r Subject Property Address: 414 No. Palm Canyon D • f�r�ia 5. TITLE:Title is to be free of liens,encumbran asements,restrictions,rights and conditions of reco known to Seller,other than the following:(a)Current property taxes,(b)covenants,conditions,restrictions,and public utility easements of record,if any,provided the same do not adversely affect the continued use of the property for the purposes for which it is presently being used,unless reasonably disapproved by Buyer in writing within � 25 calendar days of receipt of a current preliminary report furnished at Seller r s expense,and(c) anV other items disclosed on the preliminary title report which Buyer has not obie ed o wf h;n a;dif�aee_day_ '22 Seller shall furnish Buyer at Seller's expense a California Land Title Association policy issued by 5 TRW �. Title Insurance Company Company,showing title vested in Buyer subject only to the above. If Seller is unwilling or unable to eliminate any title matter disapproved by Buyer as above,Buyer may R Curren prelimin termin to this ggripement If �.Ie report shall be ler fails to deliver title as above, aryti Buyer may terminate this agreement;in either case,the deposit shall be returned to Buyer. delivered to Buyer within 5 days of opening of escrc 6. VESTING:Unless otherwise designated in the escrow instructions of Buyer,title shall vest as follows: information to be provided prior to close of escrow (The manner of taking title may have significant legal and tax consequences.Therefore,give this matter serious consideration.) 7. PRORATIONS:Property taxes,payments on bonds and assessments assumed by Buyer,interest,rents,association dues,premiums on insurance acceptable to Buyer, and Utilities shall be paid current and prorated as of)E the day of recordation of the deed; or ❑ . Bonds or assessments now a lien shall be- -Bayer,or x❑ paid in full by Seller, including payments not yet due;or ❑ .County Transfer tax shall be paid by Seller y AilV applicable transfer tax or transfer fee shall be paid by Seller . PROPERTY WILL BE REASSESSED UPON CHANGE OF OWNERSHIP. THIS WILL AFFECT THE TAXES TO BE PAID.A Supplemental tax bill will be issued,which shall be paid as follows:(a)for periods after close of escrow,by Buyer(or by final acquiring party if part of an exchange),and(b)for periods prior to close of escrow,by Seller.TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. 8. POSSESSION:Possession and occupancy shall be delivered to Buyer, ® on close of escrow,or ❑ not later than days after close of escrow, or ❑ 9. KEYS:Seller shall,when possession is available to Buyer,provide keys and/or means to operate all property locks,and alarms,if any. 10. . 11. FIXTURES:All permanently installed fixtures and fittings that are attached to the property or for which special openings have been made are included in the purchase price, including electrical,light,plumbing and heating fixtures,built-in appliances,screens,awnings,shutters,all window coverings,attached floor coverings, TV antennas, air cooler or conditioner, garage door openers and controls, attached fireplace equipment, mailbox, trees and shrubs; e, 12. SMOKE DETECTOR(S):State law requiresthat residences be equipped with an operable smoke detector(s).Local law may have additional requirements.Seller shall deliver to Buyer a written statement of compliance in accordance with applicable state and local law prior to close of escrow 13. uuuu Transfer Disclosure Statement:(a) Buyer has received and read a Real EstateT an;or(b) Seller shal l provide Buyer with a Real Estate Transfer Disclosure Slat San ar days of acceptance of the offer after which Buyer shall have three(3)days after delivery to Buyer, 14. TAX WITHHOLDING:(a)Under the Foreign Investment in Real Property Tax Act(FIRPTA),IRC§1445,every Buyer of U.S.real property must,unless an exemption applies,deduct and withhold from Seller's proceeds 10e/o of the gross sales price.The primary FIRPTA exemptions are:No withholding is required if(i)Seller provides Buyer with an affidavit under penalty of perjury,that Seller is not a"foreign person,•or(ii)Seller provides Buyer with a"qualifying statement"issued by the Internal Revenue Service,or(iii)Buyer purchases real property for use as a residence and the purchase price is$300,000 or less and Buyer or a member of Buyer's family has definite plans to reside at the property for at least 50%of the number of days it Is in use during each of the first two 12-month periods after transfer.(b)In addition, under California Revenue and Taxation Code§§18805 and 26131,every Buyer must,unless an exemption applies,deduct and withhold from the Seller's proceeds 31/3%of the gross sales price if the Seller has a last known street address outside of California,or if the Seller's proceeds will be paid to a financial intermediary of the Seller The primary exemptions are:No withholding is required if(i)the Seller has a homeowner's exemption for the subject property,for local property taxes, for the year in which the title transfers,or(ii)the property is selling for$100,000 or less,or(iii)the Franchise Tax Board issues a certificate authorizing a lower amount or no withholding,or(iv)the Seller signs an affidavit stating that the Seller is a California resident or a corporation qualified to do business in California.(c)Seller and Buyer agree to execute and deliver as directed any instrument,affidavit,or statement reasonably necessary to carry out those statutes and regulations promulgated thereunder. 15. MULTIPLE LISTING SERVICE:If Broker is a Participant of an Association/Board multiple listing service("MLS"),the Broker is authorized to report the sale, its price,terms,and financing for the publication,dissemination,information,and use of the authorized Board members,MILS Participants and Subscribers. 16. ADDITIONAL TERMS AND CONDITIONS: Buyer's lnillals Seller's initials A.PHYSICAL AND GEOLOGICAL INSPECTION:Buyershall havethe right,at Buyer's expense,to select a�dcr and/or other qualified professional(s),to make"Inspections"(including tests,surveys,other studies,inspections,and investigations)of the s ct property,including but not limited to structural,plumbing,sewer/septic system,well,heating,electrical,built-in appliances,roof,Bolls,foundation, apical systems,pool,pool heater,pool filter,airconditioner,if any,possible environmental hazardssuch as asbestos,formaldehyde,radon gasand o substances/products,and geologic - conditions.Buyer shall keep the subject property free and clear of any liens,indemnity and hold Seller harm!es m all liability,claims,demands,damages, or costs,and repair all damagesto the property arising from the"Inspections,"All claimed defects concer ' the condition of the property that adversely affect the continued use of the property for the purposes for which It is presently being used(❑ or as )shall be In writing,supported by written reports,if any,and delivered to Seller within calend ys FOR"INSPECTIONS"OTHER THAN GEOLOGICAL,and/or within calendar days FOR GEOLOGICAL"INSPECTIONS;'of accepts of the offer.Buyer shall furnish Seller copies,at no cost,of all reports concerning the property obtained by Buyer.When such reports disclose conditi onnformation unsatisfactory to the Buyer,which the Seller is unwillingor unable to correct,Buyer may cancel this agreement.Seller shall make the pre esavadable for all Inspections.BUYER'S FAILURE TO NOTIFY SELLER IN WRITING SHALL CONCLUSIVELY BE CONSIDERED APPROVAL. Buyer's Initials Seller's Initials B.CONDI OF PROPERTY:Seller warrants,through the date possession is made available to Buyer:(1)property and Improvements,Including landscaping, r ds and pool/spa,if any,shall be maintained in the same condition as upon the date of acceptance of the offer,and (2)the roof is free of all known lea rid(3)built-in appliances,and water,sewer/septic,plumbing,heating,electrical,air conditioning,pool/spa systems,if any, are operative,and(4)Sell all replace all broken and/or cracked glass;(5) Buyer's Initials Sell ' mtiels C.SELLER REPRESENTATION:Seller warrants that Sellerhas no knowledge of any notice of violations of Crty,VCoune, Fade , wilding,Zoning,Fire,Health Codes or ordinances,or other governmental regulation filed or issued against the property.This warr7atydl, e Buyer and Seller acknowledge receipt of copy of this page,which constitutes Page 2 of 4 Pages Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) OFFICE USE ONLY ERevlewedby Broker or Designee rouetxousic 9PPoamxirY BROKER'S COPY M-PM-MAY-91 RF At F4TATr PI lPr.H ARF rONTRACT AND RFrFIPT FOR DFP()GlT !Dl FA PAID 9 nP A Subject Property Address 414 No. �lm Canyon Drive, Palm Spr .7s , California Buyer's Initials Seller's Initials D.PEST CONTROL:(1)Within ten (10)calendar days of acceptance of the offer, Seller shall furnish Buyer at the expense of ❑ Buyer, aSeller,a current written report of an inspection by a Buyer approved a licensed Structural Pest Control Operator,of the main building, El detached garage(s)orcarport(s),if any,and 1:31 the following other structures on the property: ;:Ill hililrlings, s n, ,r s, decking, walls & improvements (2)If requested by either Buyer or Seller,the report shall separately identify each recommendation for corrective measures as follows: "Section 1":Infestation or infection which is evident. "Section 2":Conditions that are present which are deemed likely to lead to infestation or infection. (3) If no infestation or infection by wood destroying pests or organisms is found,the report shall include a written Certification as provided in Business and Professions Code§8519(a)that on the date of inspection"no evidence of active infestation or Infection was found" nverned by Section 2,14 of (4) All work recommended to correct conditions described in"Section 1"shall be at the expense of ❑ Buyer,tR Seller. the DDR (5) All work recommended to correct conditions described in"Section 2,"if requested by Buyer,shall be f- -Bayer.L:l a-u.- (6) The repairs shall be performed with good workmanship and materials of comparable quality and shall include repairs of leaking showers,replacement of tiles and other materials removed for repairs.It is understood that exact restoration of appearance or cosmetic items following all such repairs is not included (7) Funds for work agreed to be performed after close of escrow,shall be held in escrow and disbursed upon receipt of a written Certification as provided in Business and Professions Code§8519(b)that the Inspected property"is now free of evidence of active infestation or infection" (8) Work to be performed at Seller's expense maybe performed by Seller or through others,provided that(a)all required permits and final inspections are obtained, and(b)upon completion of repairs a written Certification is issued by a licensed Structural Pest Control Operator showing that the inspected property"is now free of evidence of active infestation or infection." (9) If inspection of inaccessible areas is recommended by the report,Buyer has the option to accept and approve the report,or within five 56endardays from receipt of the report to request in writing further inspection be made.BUYER'S FAILURE TO NOTIFY SELLER IN WRITING OF SUCH REQUEST SHALL CONCLUSIVELY BE CONSIDERED APPROVAL OFTHE REPORT. If further inspection recommends"Section 1"and/or"Section 2"corrective measures,such work shall beat the expense of the party designated in subparagraph(4)and/or(5),respectively.If no infestation or infection is found,the cost of inspection,entry and closing of the inaccessible areas shall be at the expense of the Buyer. (10) other Buyer's failure to object to, or request remediation based upon such report within20 T;+e-4,94 days from receipt shall conclusively be deemed Buyer's approval of the report Buyer's initials Seller's Initials E.FLOOD HAZARD AREA DISCLOSURE:Buyer is informed that subject property is situated in a"Special Flood Hazard Area' as set forth on a Federal Emergency Management Agency(FEMA)"Flood Insurance Rate Map"(FIRM),or"Flood Hazard Boundary Map"(FHBM).The law provides that,as a condition of obtaining financing on most structures located in a"Special Flood Hazard Area,"lenders require flood insurance where the property or its attachments are security for a loan. The extent of coverage and the cost may vary.For further information consult the lender or insurance carrier.No representation or recommendation is made by the Seller and the Broker(s)in this transaction as to the legal effect or economic consequences of the National Flood Insurance Program and related legislation. Buyer's lmtials Sellers Initials F.SPECIAL STUDIES ZONE DISCLOSURE:Buyer is informed that subject property is situated in a Special Studies Zone as designated under§§2621-2625,inclusive,of the California Public Resources Code;and,as such,the construction or development on this property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered in the State of California,unless such a report is waived by the City or County under the terms of that act. December 23, 1994 Buyer is allowed 30 calendar days from to make further Inquiries at appropriate governmental agencies concerning the use of the subject property under the terms of the Special Studies Zone Act and local building,zoning,fire,health,and safety codes.When such inquiries disclose conditions or information unsatisfactory to the Buyer,which the Seller is unwilling or unable to correct,Buyer may cancel this agreement.BUYER'S FAILURE TO NOTIFY SELLER IN WRITING SHALL CONCLUSIVELY BE CONSIDERED APPROVAL. Buyer's Initials seller's Initials Buyer's Initials Seller's lnituls Such plans may provide additional protection and benefit to a Seller or Buyer.The CALIFORNIA ASSOCIATION OF REALTORS° andthe Broker(s i ransaciion do not endorse or approve any particular company or program: a) ❑ A Buyer's coverage Home Protection Plan to be issued by Company,at a cost not to exceed$ ,to be paid by ❑ Buyer, ❑ Seller b) ❑ Buyer and Seller elect not to purchase a Home Protection Plan. Buyer's Initials Seller's Initials I.CONDOMINIUM/P.U.D.:The sub' is transaction is a condominium/planned unit development(P.U.D.)designated as unit and parking space(s)and ivided interest in community areas,and current monthly assessment charge by the homeowner's association or other governing body(s) is $ .As soon a icable,Seller shall provide Buyer with copies of covenants,conditions and restrictions,articles of incorporation, by-laws,current rules and re ' ns,most current financial statements,and any other documents as required by law.Seller shall disclose in writing any known pending special a ment,claims,or litigation to Buyer.Buyer shall be allowed calendar days from receipt to review these documents.If such docu isclose conditions or information unsatisfactory to Buyer,Buyer may cancel this agreement.BUYER'S FAILURE TO NOTIFY SELLER IN WRITING Buyer's Initials Seller's Initials DATED DAMAGE" Vuuaull Buyer,Seller shall be released from obligation to sell the property to Buyer and may proceed against Buyer upon an c ywhichhe/she may have in law or equity;provided,however,that by initialling this paragraph Buyer and Seller a rs all retain the deposit as liquidated damages. If the described property is a dwelling with no more than four w ich the Buyer intends to occupy as his/her residence, Seller retain as liquidated damages the deposit or an amount therefrom,not more than 3B/o of the purchase price and promptly return any excess to Buyer. Bu a agree to execute a similar liquidated damages provision, such as CALIFORNIA ASSOCIATION OF REALTORS° ncreaseIf Deposit(RID-11�,for any increased deposits. (Funds deposited in trust accounts or in escrow are not released litifffrFi Buyer and Seller acknowledge receipt of copy of this page,which constitutes Page 3 of 4 Pages. cP� Buyer's Initials ( ) ( ) Seller's Initials I-) OFFICE USE ONLY PA,f p,,'2'-,•��� EReviewedby Broker or Designeeeouuxsusixe uacoemniTY M-F M-M AY-91 BRO!'ER'S COPY C+FaI G'c`TPT'^ nl lDi"I4.l,a CM nnNlTrJ P^T AMn mr—n=InT —nn ncrinc,IT !ni r +n nA," nc r� Subject Property Address 414 NO. PALM CANYON DRIVE, PALM SPRINGS CALIFORNIA transaction shall be decided by neutral binding arbitration in accordance with the rules of the American Arbitration Association,and no court action except as provided by California law for judicial review of arbitration proceedings.Judgment upon the award rendered by t rbitrator(s) maybe entered in any court having jurisdiction thereof.The parties shall have the right to discovery in accordance with Co Civil Procedure §1283.05.The following matters are excluded from arbitration hereunder:(a)a judicial or non-judicial foreclosure or r action or proceeding to enforce a deed of trust,mortgage,or real property sales contract as defined in Civil Code§2985,(b)an unla etainer action, (c)the filing or enforcement of a mechanic's lien,(d)any matter which is within the jurisdiction of a probate court,or(e action for bodily injury or wrongful death,or for latent or patent defects to which Code of Civil Procedure§337.1or§337.15applies.Thefil' fa judicial action to enable the recording of a notice of pending action,for order of attachment,receivership,injunction,or other provis' remedies,shall not constitute a waiver of the right to arbitrate under this provision. Any dispute or claim by or against broker(s)and/or associate licensee(s)participati n this transaction shall be submitted to arbitration consistent with the provision above only if the broker(s)and/or associate licensee(s)In . g the claim or against whom the claim is made shall have agreed to submit it to arbitration consistent with this provision. "NOTICE:BY INITIALLING IN THE SPACE BELOW YOU ARE A NG TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES' PROVISION DECIDED B UTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE TH PUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGH DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISIO . YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATI F DISPUTES' PROVISION TO NEUTRAL ARBITRATION." Slayer's I ' s Seller's Initials 17. OTHER TERMS AND CONDITIONS: {nr+ aliFi.n trawl Ialri__ _i t__ Million� This Agreement is attached to and forms a part of that certain Disposition and Development Agreement of even date herewith hetween Buyer and Seller. 18. ATTORNEYS FEES:In any action,proceeding or arbitration arising out of this agreement,the prevailing party shall be entitled to reasonable attorney's fees and costs. 19. ENTIRE CONTRACT:Time is of the essence.All prior agreements between the pardesare incorporated in this agreementwhich constitutes the entire contract. Its terms are Intended by the parties as a final expression of their agreement with respect to such terms as are Included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement.The parties further intend thatthis agreement constitutes the complete and exclusive s teme t of Its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding,if any,involving this agreement. 20. CAPTIONS:The captions in this agreement are for convenience of reference only and are not intended as part of this agreement. 21. AGENCY CONFIRMATION:The following agency relationships)are hereby confirmed for this transaction: LISTING AGENT. Group One Sei r pot is the agent of(check one): (Print Firm Name) '' 19 the Seller exclusively;or ❑ both the Buyer and Seller SELLING AGENT: (Print Arm Name) (if not the same as Listing Agent)is the agent of(check one): ❑ the Buyer exclusively;or ❑ the Seller exclusively;or ❑ both the Buyer and Seller. 22. AMENDMENTS:This agreement may not be amended,modified,altered or changed in any respect whatsoever except by a further agreement in writing executed by Buyer and Seller. facsimile,and received by Buyer at the address below,or by who is authorized to receive it,on behalf of Buyer,within calendar days of the date hereof,this offer shall be voked and the deposit shall be returned.Buyer has read and acknowledges receipt of a copy of this offer.This agreement and an ,addendum or modification relating hereto, Including any photocopy or facsimile thereof,may be executed in two or more count I o which shall constitute one and the same writing. REAL ESTATE BROKER BUYER By BUYER Address Address ACCEPTANCE (❑ subject to attached counter offer). Seller agrees to pay to Broker(s) compensation for services as follows: Payable:(a)On recordation of the deed or other evidence of title,or(b)if completion of sale is prevented by default ofS on Seller's default,or if completion of sale is prevented by default of Buyer,only if and when Seller collects damages from Buyer,by suit or o se,and then in an amount not less than one-half of the damages recovered,but notto exceed the above fee,afterfirst deducting title and escrow a as and the expenses ofcollection,if any.Sellershall execute and deliver an escrow instruction irrevocably assigning the compensation for service in anti equal to thecompensation agreed toabove.In any action,proceeding, or arbitration between Broker(s)and Sellerarising outof thisagreement,the I Ing party shall be entitled to reasonable attorney's fees and costs.The undersigned has read and acknowledges receipt of a copy of this agreem authorizes Broker(s)to deliver a signed copy to Buyer. Date Telephone SELLER Address SELLER Real Estate Broke ree to the foregoing. Broker By Date_ This form is available for use by IM1e entire real estate industry The use o1 OFFICE USE ONLY ibis form is not intended to itlemily IM1e user asp REACTOR" REACTOR* r ra awed conernve membership mark which maybe used only by real FReviewedby Broker or Designeeestatelicenseeswho are membrs el the NATIONAL ASSOCIATION OF FOMLauus's REALTORS" and who subscribe to its code of Ethics Page 4of Pages OPPORTUNITY M-PM-MAY-91 BROKE COPY PFAI CCTATF D11 Pr'4A(ZF' iii NITP Ar`T AA Mr) D17n1=1DT rrND nF DnC!IT (nI r in DA r`C n f1C I PROMISSORY NOTE $25, 000 . 00 December 16, 1994 Palm Springs, California On the Maturity Date (as hereinafter defined) , I promise to pay to the order of THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, at 3200 East Tahquitz Canyon, Palm Springs, California, with interest thereon at the rate of nine percent (90) per annum from the date of Maturity Date until paid. The maturity date of this obligation (the "Maturity Date") shall be the first to occur of : (i) the date of close of escrow under that certain Disposition and Development Agreement between the undersigned as the buyer and the holder as the Agency dated December 16, 1994 for the acquisition and development of that certain real property commonly known as the Monte Vista Hotel located at 414 North Palm Canyon Drive, Palm Springs, CA (the "DDA" ) , or (ii) a default by the undersigned under the DDA. All or any portion of the principal hereof may be paid at any time. If this Note is placed in the hands of an attorney for collection, I promise and agree to pay the holder' s reasonable attorneys' fees and collection costs, even though no suit or action is filed hereon; however, if a suit or an action is filed, the amount of such reasonable attorneys' fees shall be fixed by the court, or courts in which the suit or action, including any appeal therein, is tried, heard or decided. I hereby waive 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. Time is of the essence with respect to every provision hereof. 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. 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. 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 valid, the provision shall be interpreted in the manner which would render it valid. STEPHEN TUCKMAN EXHIBIT "B" f TO DISPOSITION AND DEVELOPMENT AGREEMENT F52\053\014084-0065\2126582.1 12/15/94 SECURED PROMISSORY NOTE THIS NOTE PROVIDES FOR A BALLOON PAYMENT. THIS NOTE IS SUBJECT TO SECTION 2966 OF THE CIVIL CODE, WHICH PROVIDES THAT THE HOLDER OF THIS NOTE SHALL GIVE WRITTEN NOTICE TO THE TRUSTOR, OR HIS SUCCESSOR IN INTEREST, OF PRESCRIBED INFORMATION AT LEAST 90 AND NOT MORE THAN 150 DAYS BEFORE ANY BALLOON PAYMENT IS DUE. $1, 000 , 000 . 00 1 199 1 ( "Commencement Date" ) Palm Springs, California This Promissory Note ( "Note" ) is made as of , 1994, 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 P.O. Box 2743 , Palm Springs, California, 92263 , or at such other place as the Holder may from time to time designate in writing, the principal sum of ONE MILLION AND NO/100 DOLLARS ($1, 000, 000 . 00) , together with interest thereon at the rate of nine percent (9 . ) 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 EIGHT THOUSAND FIVE HUNDRED AND N0/100 DOLLARS ($8 , 500 . 00) , payable on or before the 2 day of each calendar month beginning on the date that is ninety (90) days after the Commencement Date. This Note matures on the date that is fifteen (15) 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, except that Maker may make lump-sum principal payments on the regularly scheduled payment date hereunder in increments of Eight Thousand Five Hundred Dollars ($8, 500 . 00) and not less than Twenty-Five Thousand Five Hundred Dollars ($25, 500 . 00) and said prepayment shall relieve Maker from making monthly payments hereunder for the number of months that is equal to the amount of such partial prepayment divided by Eight Thousand Five Hundred Dollars ($8 , 500 . 00) ; provided that Maker delivers Holder written notice with such partial prepayment that Maker intends to defer the payment of monthly payments as provided herein. Notwithstanding the fact that such partial prepayment shall relieve Maker from making monthly payments hereunder, interest shall continue to accrue on the unpaid principal balance of this Note on a monthly basis . All such accrued interest shall be added to principal as of December 31 of the year in which said prepayment occurred. 1 Escrow Officer shall insert the date of the close of escrow on the close of escrow. 2 Escrow Officer to insert day of the month of the close of escrow on the close of escrow. EXHIBIT "C" lz - TO DISPOSITION AND DEVELOPMENT AGREEMENT [ PAGE 1 of 3 PAGES , FS2\383\014084-0065\2121262.5 12/15/94 s • 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 N. 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 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 . 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 if such payment has not been made within twenty (20) days of the due date. 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 five percent (5%) of the amount so due and payable shall be payable if any such amount is not paid within twenty (20) 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. Solely for the purposes of assessing a late charge, all payments made hereunder shall be considered received by Holder two (2) days after the postmark date on the envelope containing the payment. 7 . 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 law(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. 8 . If Maker fails to make any payment required by this Note within twenty (20) 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 m otherwise be payable hereunder. EXHIBIT "C" rminrl "°. TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 2 of 3 PAGES NF„= FS2\383\014084-0065\2121262.5 12/15/94 "`•--' 9 . 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 . The foregoing shall not waive Borrower' s statutory right to receive a notice of default and notice of sale pursuant to Civil Code Section 2924b or Borrower' s statutory right of reinstatement pursuant to Civil Code Section 2924c. 10 . 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 . 11 . 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. 12 . 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. 13 . 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 valid, the provision shall be interpreted in the manner which would render it valid. MAKER: EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 3 of 3 PAGES FS2\383\014084-0065\2121262.5 12/15/94 Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: The Community Redevelopment Agency of the City of Palm S rin s P.O. Box,p2743 Palm Spring, CA 92263-2743 Attn: Assistant Secretary 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 s , ORANGE COAST 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 described in Exhibit "A" 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 ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), with interest thereon according to the terms of a promissory note of even date herewith made to Trustor, payable to order of Beneficiary,and extensions or renewals thereof, (2)the performance of each agreement of Trustor 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 Trustor, 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, Trustor 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 on 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 BEG Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-37 Lake 437 110 Plumas 166 1307 Siskiyou 606 762 Amador 133 436 Lassen 192 367 Riverside 3778 347 Solaro 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 2067 427 Calaveras 186 338 Madera 911 136 San Benito 300 406 Stanislaus 1970 56 Colusa 323 391 Mario 1849 122 San Bernardino 6213 768 Sutter 656 585 Contra Costa 4684 1 Manposa 90 453 San Francisco A-804 696 Tehama 467 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 263 Trinity 108 595 EI Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Masao 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Venture 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Y.I. 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 163E 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633 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 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. (CONTINUED ON NEXT PAGE) 1265(I/94) Page I of 4 EXHIBIT"D" TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2121262.5 12/15/94 The undersigned Truster, 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. Signature of Trustor } STATE OF CALIFORNIA } COUNTY OF } On before me, personally appeared personally known to me (or proved to me on the basis of satis- factory evidence) to be the person(s) whose names(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 signatures(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. Signature (This Wren for official nomrinl ecal) (CONTINUED ON NEXT PAGE) 1265(1/94) Page 2 of 4 EXHIBIT "D" TO DISPOSITION AND DEVELOPMENT AGREEMENT PS2\383\014084-0065\2121262.5 12/15/94 • 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 good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in 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 deliver 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 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 Trustor 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 defeat any action 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 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: 11 That any aware 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 not 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 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 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 shall cause to be filed for record. Beneficiary also shall depose 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 said 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 case 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 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. (CONTINUED ON NEXT PAGE) 1265 p/94> Page 3 of 4 EXHIBIT"D" TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2121262.5 12/15/94 After deducting all costs, fees aOpenses of trustee and of this Trust, including ceof evidence of title in connection with sale, Trustee shall apply to 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. B) 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 Trustor, 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 under signed is the legal owner and holder of the note and of all indebtedness secured by the foregoing Deed of Trust. Said note, 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 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 4 of 4 EXHIBIT TD" TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2121262.5 12/15/94 EXHIBIT "A" . LEGAL DESCRIPTION That certain real property located in the County of Riverside, State of California and legally 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 in Book 9, Page 432, of Maps, Recoils of San Diego Cotmty, California. PX=EING therefrom the westerly 10.00 feet of the Northerly 100.00 feet of lut 4 of Block 24, as granted to the City of Palm Springs, by deed recorded September 26, 1966, as Instrment No. 95406, of Official Records. EXHIBIT "A" TO DEED OF TRUST WITH ASSIGNMENT OF RENTS F52\383\014084-0065\2121262.5 12/15/94 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") , ORANGE COAST 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 ONE MILLION AND N0/100 DOLLARS ($1, 000, 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 (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. 3 . ACCELERATION UPON TRANSFER. Upon any sale, transfer, hypothecation, entering into option to purchase or lease with option to purchase, assignment (except for an assignment for security purposes subordinate to the lien of this Deed of Trust) , 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 (i) the lease of the individual hotel and commercial units located on the Property, or (ii) the transfer of Trustor' s interest in the Property to Stephen Tuckman and Claudia Tuckman, husband and wife, either of which events 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 tom FS2\383\014084-0065\2121262.5 12/15194 -1- Beneficiary all damages Beneficiary sustains by reason of the breach of the covenant of notice set forth herein. Notwithstanding anything contained in this Section 3 to the contrary, Beneficiary shall consent to a one-time transfer of the Property; provided that it is established to the satisfaction of Beneficiary that all of the following requirements have been satisfied: a. not less than thirty (30) days prior to the proposed transfer, Trustor shall have delivered to Beneficiary a written request for approval of the proposed transfer together with copies of all agreements and documentation relating to the transfer and the formation documents for the proposed transferee; b. the proposed transferee must be an experienced owner and operator of hotel properties similar to the Property and must have internal property management personnel with demonstrated capability in the management of such properties such that the managerial and operational skills of the proposed purchaser are acceptable to Beneficiary; c. as of the date of the proposed transfer, the proposed transferee must be at least as creditworthy as Beneficiary at the time this Deed of Trust was executed; d. no event of default (and no event that with the passage of time and/or the giving of notice would constitute an event of default) shall have occurred hereunder or any of the Secured Obligations; e. as of the date of the proposed transfer, the outstanding principal balance of the Note shall be no greater than Eight Hundred Fifty Thousand Dollars ($850, 000 . 00) ; f . if the interest rate on the note is less than the prevailing interest rate charged by financial institutions with offices in the City for properties similar to the Property ( "Market Rate" ) , then the interest rate on the Note shall be increased to the lesser of the Market Rate or ten percent (100) ; g. Trustor shall have obtained an endorsement to Beneficiary' s policy of title insurance insuring the continued priority of the lien of the Deed of Trust; h. Trustor and the transferee shall have satisfied all other good faith requirements of Beneficiary for providing its consent to such transfer, including, without limitation, the execution and delivery of an assumption agreement and/or amendments to some or all of the Secured Obligation documents to reflect such transfer and assumption; i. the use of the Property shall remain the same after the transfer; j . Trustor shall pay all actual fees and expenses incurred by Beneficiary in connection with the proposed transfer, including, without limitation, all legal, recording and title insurance fees and expenses; and k. the Certificate of Completion (as such term is defined in the Grant Deed) shall have been recorded. "Trustor FS2\383\014084-0065\2121262.5 12/15/94 -Z- SECURITY AGREEMENT THIS SECURITY AGREEMENT ( "Agreement") , executed as of this day of , 1994 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 Real Estate Purchase Contract and Receipt for Deposit, and related Addendum (collectively the "Purchase Agreement") of even date herewith; (b) accepting that certain Promissory Note of even date herewith (the "Note" ) executed by Debtor in favor of Creditor 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 Exhibit "A" 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 Exhibit "B" 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 . (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�����( j EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 1 OF 4 PAGES6 NF�: FS2\383\014084-0065\2121262.5 12/15/94 _-•_ 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, 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 EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 2 OF 4 PAGES prr` r� F52\393\014094-0065\2121262.5 12/15/94 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 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 P.O. Box 2743 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 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. EXHIBIT "Ell TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 3 OF 4 PAGES ` ^ FS2\383\014084-0065\2121262.5 12/15/94 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 . 12 . Attornevs' 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 . Exhibits . Exhibits "A" and "B" 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: EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 4 OF 4 PAGES ; FS2\383\014084-006512121262.5 12/15/94 ' r EXHIBIT "A" LEGAL DESCRIPTION OF REAL PROPERTY That certain real property located in the County of Riverside, State of California and legally 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 in Book 9, gage 432, of Maps, Records of San Diego Cc=ty, California. EXCEFEINC 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. 95406, of Official Records. EXHIBIT "A" F52\383\014084-0065\2121262.5 12/15/94 TO SECURITY AGREEMENT -- EXHIBIT "B" DESCRIPTION OF COLLATERAL [insert personal property inventory] Jw EXHIBIT "B" F52\383\014084-0065\2121262.5 12/15/94 TO SECURITY AGREEMENT 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 ( "Seller" ) , does hereby sell, assign, transfer and convey to ( "Buyer" ) , AS-IS, WHERE-IS, and without warranty of any kind, all of Seller' s interest in the personal property described in Attachment No. 1, attached hereto and incorporated herein by reference. Seller does hereby represent to Buyer that, to the best of Seller' s knowledge, Seller is the lawful owner of such personal property, that such property is owned and not leased by Seller and that Seller had good right to sell the same as aforesaid. Dated this day of 1994 . ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic By: By: Secretary Chairman APPROVED AS TO FORM: RUTAN & TUCKER By: David J. Aleshire, Esq. Agency Counsel "Seller" EXHIBIT "F" TO DISPOSITION AND DEVELOPMENT AGREEMENT FS2\383\014084-0065\2121262.5 12/15/94 ATTACHMENT NO. 1 PERSONAL PROPERTY INVENTORY [To be inserted. ] ATTACHMENT NO. 1 Fsz ss3 oiaosa-Does zixizers 12n5i94 TO BILL OF SALE 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 1994, 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 , 1994 between Assignor and Assignee (the "Purchase Agreement" ) . 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" ) , a schedule of which appears in Attachment No. 3 attached hereto. 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, plans and specifications and certificates of occupancy relating to the Property, a schedule of which appears in Attachment No. 4 attached hereto (collectively, "Permits" ) . E. Assignor is the owner and possessor of certain trade names, logos, signs, trademarks, telephone listings and numbers, and similar items included within, related to or otherwise pertaining to the Property, a schedule of which appears in Attachment No. 5 attached hereto (collectively, "Intangible Personal Property" ) . F. Assignor is the owner or holder of certain warranties and guaranties now in effect with respect to the Property, a schedule of which appears on Attachment No. 6 attached hereto (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 EXHIBIT "G" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 1 OF 3 PAGES P52\383\014084-0065\2121262.5 12/15/94 - 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" ) . ARTICLE II MISCELLANEOUS 2 . 1 Attornevs' 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 . 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. EXHIBIT "G" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 2 OF 3 PAGES FS2\383\014084-0065\2121262 5 12/15/94 - 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 Chairman APPROVED AS TO FORM: RUTAN & TUCKER David J. Aleshire, Esq. Agency Counsel "Assignor" "Assignee" EXHIBIT "G" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 3 OF 3 PAGES F52\3 M14094-0065\2121262.5 12/15/94 / 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 in 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 Instrunent No. 95406, of Official Records. ATTACHMENT NO. 1 Yj— TO ASSIGNMENT AND ASSUMPTION AGREEMENT /� FS2\383\014084-0065\2121262.5 12/15/94 <�{�//„�,) 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. 3 to this Assignment prior to its execution. ATTACHMENT NO. 2 � TO ASSIGNMENT AND ASSUMPTION AGREEMENT F52\383\014084-0065\2121262.5 12/15/94 ATTACHMENT NO. 3 SCHEDULE OF CONTRACTS A list of the Contracts to be assigned shall be inserted as ATTACHMENT NO. 2 to this Assignment prior to its execution. l ATTACHMENT N0. 3 TO ASSIGNMENT AND ASSUMPTION AGREEMENT FS208M014084-0065\2121262.5 12/15/94 ATTACHMENT NO. 4 SCHEDULE OF PERMITS A list of the Permits to be assigned shall be inserted as ATTACHMENT NO. 4 to this Assignment prior to its execution. y ATTACHMENT NO. 4 TO ASSIGNMENT AND ASSUMPTION AGREEMENT F52083\014084-0065\2121262.5 12/15/94 ATTACHMENT NO. 5 SCHEDULE OF INTANGIBLE PERSONAL PROPERTY A list of the Intangible Personal Property, including the name "Monte Vista Hotel" , to be assigned shall be inserted as ATTACHMENT NO. 5 to this Assignment prior to its execution. ATTACHMENT NO. 5 " C TO ASSIGNMENT AND ASSUMPTION AGREEMENT i FS2\383\014084-0065\2121262,5 12/15/94 ATTACHMENT NO. 6 SCHEDULE OF WARRANTIES AND GUARANTIES A list of the Warranties and Guaranties, including the name "Monte Vista Hotel" , to be assigned shall be inserted as ATTACHMENT NO. 6 to this Assignment prior to its execution. ATTACHMENT NO. 6 TO ASSIGNMENT AND ASSUMPTION AGREEMENT F52\383\014084-0065\2121262.5 12/15/94 FREE RECORDING REQUESTED BY: AND WHEN RECORDED RETURN TO: (Space Above Line for Recorder' s Use Only) MAIL TAX STATEMENTS TO: DOCUMENTARY TRANSFER TAX $ . . .Computed on 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 : 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 easements and rights-of-way of record and other matters of record. 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 , 1994 , 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 the Agreement, the completion of which rehabilitation shall be evidenced by the recordation by Grantor of a Certificate of Completion. From and after the date EXHIBIT 11H" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 1 OF 4 PAGES FS2\383\014084-0065\2121262.5 12/15/94 �.J • i 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 Agreements . 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, 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 EXHIBIT "H" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 2 OF 4 PAGES F52\383\014084-0065\2121262.5 12/15/94 ''�/ o � 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. " 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 1994 . GRANTOR: ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic By: By: Secretary Chairman 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: EXHIBIT "H" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 3 OF 4 PAGES FS2\383\014084-0065\2121262.5 12/15/94 'f 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 . Notary Public [SEAL] 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 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 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 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] EXHIBIT "H" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 4 OF 4 PAGES FS2\383\014084-0065\2121262.5 12/15/94 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 : I.ot 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 in Bock 9, Page 432, of Maps, Records of San Diego Co=ty, California. E=TING 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. 95406, of Official Reooids. ATTACHMENT NO. 1 FS2\383\014094-0065\2121262.5 12/15/94 TO GRANT DEED FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 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 , 1994, by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (hereinafter referred to as "Agency") , and , (hereinafter referred to as "Participant") , Participant has redeveloped the real property (the "Site" ) , legally described on Exhibit 1 attached hereto and incorporated herein by reference, according to the terms and conditions of said Agreement; and WHEREAS, pursuant to Section 3 .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 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. EXHIBIT "I" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 1 OF 2 PAGES yj FS2\38M14084-0065\2121262.5 12/15/94 W IN WITNESS WHEREOF, Agency has executed this Certificate as of this day of , 199 . THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By Executive Director EXHIBIT "I" TO DISPOSITION AND DEVELOPMENT AGREEMENT PAGE 2 OF 2 PAGES P52\383\014084-0065\2121262.5 12/15/94 EXHIBIT "1" LEGAL DESCRIPTION OF SITE That certain real property located in the County of Riverside, State of California and legally described as follows : Lnt 4 and the Northerly 25 feet of the westerly 145.5 feet of Lot 5, Block 24 of Palm Springs, in the Cowity of Riverside, State of California, as shown by Map on file in Beak 9, page 432, of Maps, Records of San Diego Comity, 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 Instr anent No. 95406, of Official Records. EXHIBIT "1" TO CERTIFICATE OF COMPLETION y F52\383\014084-0065\2121262.5 12/15/94