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00335C - MONTE VISTA HOTEL INVESTORS 2000 REAL PROPERTY PURCHASE 414 NPC
COMMERCIAL RW ESTATE PURCHASE CONTRA(GAND RECEIPT FOR DEPOSIT (NON-RESIDENTIAL) THIS IS MORE THAN A RECEIPT FOR MONEY, IT IS INTENDED TO BE A LEGALLY BINDING CONTRACT READ IT CAREFULLY. ~"c. ❑ CALIFORNIA ASSOCIATION OF REALTORS' (CAR)STANDARD FORM DATE a°�-f/ 2a� fiti'"�` AT /�r��` `�'�1��� California, RECEIVED,FROM Investors Anon I i it a ri a Californi limited psta?r=hip El An Individual, ❑ Corporation, Partnership, El Other ("Buyer") THE SUM OF TI enty F' 1e Th I nrl _ Dollars $ .gggTgn BY ❑ Cash, ❑ Cashier's check, 6 Personal check Or ❑ PAYABLE TO F II Hn1 dP TO BE HELD UNCASHED UNTIL ACCEPTANCE of this offer as a deposit to be applied toward the PURCHASE PRICE OF Dne N-11 'Un F'fty Thnn d Dollars $_1_,05g,0QQ no FOR PURCHASE OF PROPERTY SITUATED IN the City of Palm Springs COUNTY OF Riverside California, DESCRIBED AS 414 N. Palm Canyon Drive See Addendum ASSESSOR'S PARCEL NO.: 513-OR1-nnO6 1. FINANCING: The obtaining of Buyer's financing is/a contingency of this agreement. A. DEPOSIT upon acceptance, to be deposited into Escrow $ 50 000.00 B. INCREASED DEPOSIT within days of acceptance to be deposited into $ 0 C. BALANCE OF DOWN PAYMENT to be deposited into Escrow on or before the_ y_pzecedLDg- 19 $1-,Df30,-nBG.nn the clDsing (1) Buyer to apply, qualify for and Obaill a !!F!VV F!Mff t!eAI! It an aUlUUUL not leas Man .. . .. at a 7D uDMo z ❑ fixed interest rate not to exceed % per year or .p ;a = -s om -FC) m ❑ variable interest rate not to exceed % per year at origination with a maximum Increase over life of loan not to ,. m (D =r N exceed % Initial monthly payments not to exceed$ . Loan to be amortized over a period of not m c\i1 0 r z �• o1 � less than years and all due in not less than years. Loan fees not to exceed %of the amount of the loa N -R rn to o r m Additional terms and conditions: I W a N 4- w o awx .- o cno = o (2) Buyer ❑ to assume, ❑ to take title subject to an EXISTING FIRST LOAN with approximate balance of. . . $ — � (-r n go in favor of payable monthly at $ including interst at /o° ❑ fixed ate, ❑ other zo a Additional terms: to p Q (3) Buyer to execute a NOTE SECURED BY a ❑ first, ❑ second, ❑ /at TRUST in the amount of $ _ zv EI IN FAVOR OF SELLER payable monthly at$ includmg % all due years fromdate of origination, ❑ or upon sale or transfer of subject property.A late charge all be due on any installmentnot paid within days of due date. ❑ Deed of Trust to contain a requefault or sale for the benefit of Seller. Buyer ❑ will, ❑ will not execute a request for notice of delinq Additional terms: (4) Buyer to apply, qualify for and obtain a NEW SECOND LOAN n amount not less than . . .. . . . . . . . $ at a ❑ fixed interest rate not to exceed % per year o ❑ variable Interest rate not to exceed % per ear at origination with a maximum increase over life of loan not to exceed %. Initial monthly payments not to teed$ . Loan to be amortized over a period of not less than years and all due in not less an years. Loan fees not to exceed %of the amount of the loan. Additional terms and conditions: (5) Buyer ❑ to assume, ❑ to take le subject to an EXISTING SECOND LOAN with an approximate balance of . . . $ in favor of payable monthly at including interest at % ❑ fixed rate, ❑ other . Buyer fees not to exceed Additional terms: (6) Buyer agrees act diligently and in good faith to obtain all applicable financing. (7) [her: E. TOTAL PURCHASE PRICE: . .. . . . . . . . . . . . . . . .. .. . . . .. . .. .. . . . .. . . . . . . . . $1�&Sn-rOBO-.OD— 'F"'NOTiF9CATtON: buyer (2) If Buyer gives notice that financing has been obtained within the time set forth in (F1), then the ereby waived. (3) If Buyer gives notice that financing has not been obtained within the ti ,then Buyer must concurrently waive the financing contingency or cancel the agreement in wrltin . (4) If Bu er sie> n-0 Ice as set for in(F2)or(F3),then Seller may cancel this agreement within days after expiration of the time set forth in(F1). a (5)—lf`the-agreement 5 cut iceHed-,thr-deposi'Ppl ,s!a!!be, elunined to tire Bayer Buyer and Seller acknowl/e//d�" r eipt of copy of this page,which constitute IFaq..F1 of�_Pages. _ Buyer's Initials ) ( ) Seller's Initials ( "� ( ) 'i.. ir- -' �( THIS STANDARDIZED DOCUMENT FOR USE IN SIMPLE TRANSACTIONS HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF S- IN FORM ONLY.NO REPRESENTATION 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 OFFICE USE ONLY Copyright@)1990,CALIFORNIA ASSOCIATION OF REALTORS- Reviewed by Broker or Designee 525 South Virgil Avenue,Los Angeles,California 90020 Date EMAL11HEINs CIPPORTURRY Gdl"uOKE['%E3 0`C.}iPY M-MO-June-90 rnMMFRf IAI REAL ESTATE PURCHASE CONTRACT (CDL-14 PAGE 1 OF 6) Subject Property Address. 19 PTildfd'8'R"S^t30y€ ` notes and Deeds of Trust. A loan may contain a number of features which affect the loan, such as interest rate changes, monthly paym changes, balloon payments,acceleration provisions,etc Buyer shall be allowed days after receipt of such copies to notify Seller ,ng of disapproval. Buyer's approval shall not be unreasonably withheld Difference in existing loan balances shall be adjusted in sh, ❑ Other Paragraph 21 is incorporated herein. H. ADDITIONAL FINANCING TERMS: 2. SUPPLEMENTS: The ATTACHED supplements are incorporated herein: Addendum to Commercial Real Estate P❑ hasp rnn+rar+ anri PRrnijp for Deposit❑ ❑ Is Ag❑reemen o gas a oun ies scrow ❑ 3. ESCROW: Buyer and Seller shall deliverrgned-mStrmet erirto the escrow holder, within 3 days of acceptance wMeh-shOr"mideiorCosing — . Escrow fees to be paid as follows 1/2 by Buyer and 1/2 by Seller A`CREt"TyN eli to Sul u, ciedift HIfUllildhVii FOR ��&j�1'1 lypl�Vdl,Wh dh 1 .11 ..UL be unicasunably wit I le d.�01101 ,lay,wit I!,,—days lion, eculpt ufbuuli cied, infiermaEian-gf . 5. TITLE: Title is to be free of liens, encumbrances, easements, restrictions, rights and conditions of record or 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 days from receipt of a current preliminary report furnished at Seller's expense,�Pd-fe} Buyer hereby approves Exception Nos. A, O, 1 , 2 and 3 of Preliminary Report No. R-131369-6 issued by Orange Coast Title Company. Seller shall furnish Buyer at Seller's expense a CLTA Owner's Standard Coverage title policy issued by Orang o + T' 1 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 terminate this agreement. If Seller fails to deliver title as above, Buyer may terminate this agreement, in either case, the deposit shall be returned to Buyer. Paragraph 21 is incorporated herein. See Addendum 6. VESTING: Unless otherwise designated in the escrow instructions of Buyer, title shall vest as follows: Investors 2000 Limited, a California limited partnership (The manner of taking title may have significant legal and tax consequences. Therefore, give this matter serious consideration.) 7. ASSIGNMENT: Buyershall not assign all or any part of its interests in this agreement without first having obtained the written consent of Seller,such consent shall not be unreasonably withheld. Any total or partial assignment shall not relieve Buyer of its obligations pursuant to this agreement. 8. PRORATIONS:Property taxes,payments on bonds and assessments Essnmed-by Buy eT,interest,rents,association dues,premiums on insurance acceptable to Buyer and utilities shall be paid current and prorated as of 2[Z] the day of recordation of the deed; or ❑ Bonds or assessments now a lien shall be ® paid current by Seller, payments not yet due to be assumed by Buyer; or ❑ paid in full by Seller, including payments not yet due; or ❑ County Transfer tax 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 he 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 9. POSSESSION: Possession and occupancy, subject to the rights of tenants under existing leases, shall be delivered to Buyer, 0 on close of escrow, or ❑ not later than days after close of escrow, or ❑ 10. KEYS: Seller shall, at close of escrow, provide Buyer with keys or means to operate all property locks and alarms, if any. 11. FIXTURES: Excluding trade 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 but not limited to the following,if owned by Seller heating, ventilating, and air conditioning system(s), security system(s),telecommunication system(s),electrical and other power system(s),light and plumbing fixtures,built-in appliances,screens,awnings,shutters, all window coverings, attached floor coverings, trees and shrubs, sign(s);crr# except 12. SMOKE DETECTOR(S), FIRE EXTINGUISHER(S),SPRINKLER(S), AND HOSE(S): If required by law,approved smoke detector(s),fire extmguisher(s), sprinkler(s), and hose(s)shall be installed prior to close of escrow at the expense of © Buyer ❑ Seller. If required by law, Seller shall deliver to Buyer a written statement of compliance prior to close of escrow. 13. SECURITY DEPOSITS: Security deposits, if any, to the extent they have not been applied by Seller in accordance w th the rental agreement and current law, shall be transferred to Buyer on close of escrow. Seller shall notify each tenant in compliance with the Civil Code. 14-PERMIT . , any governmental entity,including but not limited to,Certificates of Occupancy,Conditional Use Permits, and Dev s, and licenses and permits pertaining to the operation of the Property. 15. STRUCTURAL MODIFICATIONS:Within ante,Seller shall disclose to Buyer in writing any known structural additions or alterations, or the installation,altera" replacement of significant components of the structures upon the Property.Buyer is allowed days after receipt '. Buyer and Seller acknowle g r,er,�ipt of copy of this page,which constitu p age 2 of Pages Buyer's Imtials C�`/�.1. ( ) Seller's Initials OFFICE USE ONLY Reviewed by Broker or Designee Date OQUALHOUSING OPPORTUNITY RMYNf I=Rv CO DAI M-MO June90 f fIM AI lulil RFAI FQTATF PIIRf HASF roNTRArT irIll 1G PAGF- 9 OF 61 Subject Property Address: • 19— 16. TAX WITHHOLDING: 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 10% of the gross sales price. Under California Revenue and Taxation Code §§18805 and 26131, the Buyer must deduct and withhold an additional one-third of the amount required to be withheld under federal law.The primary FIRPTA exemptions are:No withholding is required if(a)Seller provides Buyer with an affidavit under penalty of perjury,that Seller is not a"foreign person;'or(b)Seller provides Buyer with a"qualifying statement"Issued by the Internal Revenue Service.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 and financing for the publication, dissemination, information, and use of the authorized MLS participants and subscribers. 10. FLOOD HAZARD AREA DISCLOSURE: If the subject property is situated in a"Special Flood Hazard Area'as set forth on a Federal E ency Management Agency (FEMA) "Flood Insurance Rate Map" (FIRM) or "Flood Hazard Boundary Map" (FHBM)then Seller shall, within_ days from acceptance, disclose this fact, in writing, to Buyer. The law provides that as a condition of obtaining financing on most structu ocated In a "Special Flood Hazard Area;' lenders require flood insurance where the property or its attachments are security for a loan Buyer is allowed days from receipt of the disclosure,to make further inquiries at Buye ' ender, insurance agent, or other appropriate entities. When such inquiries disclose conditions or Information unsatisfactory to the Buyer, Buye all give written notice of disapproval to Seller within this latter time period. Paragraph 21 Is incorporated herein. 19. GEOLOGIC HAZARD ZONES: If the subject property is situate Special Studies Zone as designated under§§2621-2625,inclusive,of the California Public Resources Code or in a locally designated geologi azard zone(s) or area(s) where disclosure is required by local ordinance, then Seller shall, within days from acceptance,disclose th ct in writing to Buyer.The construction or development of any structure for human occupancy located within a special studies zone may be su to the findings of a geologic report prepared by a geologist registered in the State of California, unless such report is waived by the City or ty under the terms of that act Buyer Is allowed days from receipt of the disclosure to make further inquiries at appropriate governmental agencies concerning the use of the subject proper nder the terms of the Special Studies Zone Act and local building, zoning, fire, health and safety codes. When such inquiries disclose cond s or information unsatisfactory to the Buyer, Buyer shall give written notice of disapproval to Seller within this latter time period. Paragraph 21 is rated-her&n. 20. ADDITIONAL TERMS AND CONDITIONS: ONLY THE FOLLOWING PARAGRAPHS "A" THROUGH "M" WHEN INITIALLED BY BOTH BUYER AND SELLER ARE INCORPORATED IN THIS AGREEMENT. Buyer's Initials Seller's Initials / / MA-AT411TY'Ea'OLO 1140 - , contractor and/or other qualified professional(s),to make"Inspections"(including tests,surveys,other studies, inspections,and mvestigah e subject property including but not limited to structural, plumbing,sewer/septic system,well,heating,ventilation,and air conditioning syste trical,built-in appliances, roof,soils,foundation, mechanical systems, pool, pool heater, pool filter, air conditioning, if any, possible enviro a hazards such as, but not limited to, asbestos,formaldehyde,radon gas and other substances/products,and geologic conditions.Buyer s ep the subject property free and clear of any liens; indemnify and hold Seller harmless from all liability,claims,demands,damages,or costs repair all damages to the property arising from the"Inspections." Following any such entry or inspection, unless otherwise directed in wrrtl eller, Buyer shall return the Property to the condition It was in prior to such entry or work,including the recompaction of any disrupted soi aimed defects concerning the condition of the property that adversely affect the continued use of the property for the purposes for which it is ntly being used(❑ or proposed use as )shall be in writing, supported by written reports,if any ivered to Seller within days from acceptance FOR"INSPECTIONS"OTHER THAN GEOLOGICAL,and/or within days f LOGICAL "INSPECTIONS" Buyer shall furnish Seller copies, at no cost, of all reports concerning the property obtained by Buyer.W ch reports disclose conditions or information unsatisfactory to the Buyer,which the Seller is unwilling or unable to correct, Buyer may cancel rperetee}{t�rei*. Buyer's Initials Seller's Initials B.CONDITION OF PROPERTY: Seller warrants, through the date possession Is made available to Buyer,that property and Improvements shall be maintained in the same condition as upon the date of acceptance Buyer to take possession of, and accept,the Property, both surface and subsurface, and all improvements thereon, in its existing condition as of date of acceptance with no warranties or representations as to (1)merchantability,quality or suitability or(2)compliance with local,state or federal law unless otherwise provided in this contract except for those conditions which Seller agrees, in writing, to correct pursuant to paragraph 20(a). Buyer's Initials Seller's Initials State, Federal, Building, Zoning, Fire or Health codes, regulations or ordinances, filed or issued against the Property; (b)of any current pendin suit(s), Investigation(s),inquiryQes),actions or other proceeding(s)affecting the Property or the right to use and occupy it;(c)of any unsatisfied mech or materialman lien(s)affecting the Property;and(d)that any tenant of the property is the subject of a bankruptcy. If Seller receives any such notic for to close of escrow, Seller shall Immediately notify Buyer Buyer is allowed days after receipt of notification to give Seller written noti f disapproval. Paragraph 21 is incorporated herein. Buyer's Initials Seller's Initials D.PERSONAL PROPERTY:A complete inventory of all personal arty of Seller currently used in the operation of the Property and included in purchase price shall be delivered to Buyer within days of acc nce.Buyer is allowed days after receipt to notify Seller in writing of disapproval. Seller shall deliver title to the personal property by Bill ale, free of all liens and encumbrances, and without warranty of condition, except . As additional secunt r any note in favor of Seller for any part of the purchase price, Buyer shall execute a UCC-1 Financing Statement to be filed with the Secretar State covering the personal property included in the purchase, replacement thereof, and Insurance proceeds Paragraph 21 is incorporated he 'r. Buyer's Initials Seller's Initials E.SURV , LANS AND ENGINEERING DOCUMENTS:Within days from acceptance,Seller shall at no cost to Buyer, deliver to Buyer copies of Sur s, plans, specifications and engineering documents, if any, prepared on Seller's behalf or in Seller's possession Buyer's Initials Seller's Initials F.SUITABILITY FOR INTENDED USE:Within days from acceptance,Buyer at Buyer's expense shall determine the suitability of t roperty for Buyer's intended use. Buyer to make Buyer's own determination of suitability,through inquiries, investigations, studies or any other ns, concerning past, present, or proposed factual matters regarding the property including laws, zoning, ordinances, referendums, initiatives and es If such matters are unsatisfactory to Buyer, Buyer shall give written notice of disapproval to Seller within the time period herein. Paragraph 21 Buyer and Seller acknowle r 1pt of copy of this page,which constiylites Rage 3 of Pages Buyer's Initials ( ( ) Seller's Initials ( L l ) ) OFFICE USE ONLY Reviewed by Broker or Designee1121, Dale ouu ocroamxrtv M-MO-June 90 COMMERCIAL REAL (ESTATE PURCHASE CONTRACT (CEIL-14 PAGE 3 OF 6) o Subject Property Address: 19 Buyer's Initials Seller's Initials G.CHANGES DURING ESCROW:(a)Prior to close of escrow,Seller may engage in the following acts subject to Buyer's rights in Subparagraph(b) (1) rent or lease any vacant unit,or other part of the premises,(2)alter, modify or extend any existing rental or lease agreement, (3)enter into,alter,modify or extend any service contract(s),or(4)change the status of the condition of property.(b)At least_5 days prior to any proposed changes,Seller shall give written notice to Buyer of such proposed changes.Buyer shall be allowed 3 days after receipt of such notice to notify Seller, In writing, of disapproval of any such proposed change. Paragraph 21 is incorporated herein. Buyer's Initials seller's Initials H. RENTAL/SERVICE AGREEMENTS:/PW!iar to the execution of th 6elle9reement"hasavailal madeo Buyer for inspection and review,(1)all current leases,rental agreements,service contracts and other agreements,pertaining to the operation of the Propert arty-ar�d�aa+st-of�4eFi iQn Seller represents that no tenant Is entitled to any rebate,concession or other benef except as set forth in the documents. Seller represents that the documents to be furnished are those maintained in the ordinary and normal coursey uslness.Beget;Shall die aHowed�--days fter--reeeipt-tmrrotify Sellerm-writi of- I which Buyer has approved Buyer's Initials Seller's Initials / / - " eOML�/EkP�NSf STATEMENTS:-W - Ce;"Setter`shathmake'ar/HltablE'SisBWGr'a te�Y0 of income and expenses pertaining to the subject property. Seiler represents that income and expense statements are based upon records rr�ainfai'ned In the ordinary and normal course of business and used by Seller in the computation of federal and state income tax returns.Buyer shall be lowed✓ days after receipt to notify Seller in writing of disapproval. Paragraph 21 is incorporated herein. Buyer's Initials Seller's Initials J.ESTOPPEL CERTIFICATES:Within days from request by B or Lender for estoppel certificates,Seller shall deliver to all tenants written requests for such certificates acknowledging that their rental or leas reements are unmodified and in full force and effect, or if modified, stating all such modifications. Seller shall deliver to escrow all such w Icaters received from tenants within days thereafter Buyer's Initials Seller's Initials K. EXCHANGE: If eithe er or Buyer intends to use this transaction as part of a tax-deferred, like-kind (IRC §1031) exchange, each party shall cooperate with the other iptirder to effectuate such an exchange, including the execution of any documents necessary for such purpose,subject to the following limitation neither party shall be obligated to either shorten or extend the closing date;(b)all costs associated with the exchange shall be paid by the pa equesting the exchange; (c)the party requesting the exchange shall indemnify and hold harmless the other party(ies) whose cooperation is r sfed from all liability arising from the exchange; (d) neither Buyer nor Seller shall be required to take title to another property for purposes o commodatmg an exchange unless specifically agreed upon in writing; (a)this transaction shall close as a sale on all other terms of this agrees unless the party requesting the exchange completes all steps necessary to close as an exchange. (Parties should consult their legal and/or .� querreesofan-ezcharrge:)" Buyer's Initials Seller's Initials L. LIQUIDATED DAMAGES: If Buyer falls to complete said purchase as herein provided by reason of any default of Buyer, Seller shall be released from obligation to sell the property to Buyer and may proceed against Buyer upon any claim or remedy which he/she may have in law or equity; provided, however, that by Initialling this paragraph Buyer and Seller agree that Seller shall retain �-__tba_aBpnsi . , plus interest, U any, an such portion of this amount which has been deposited in escrow as liquidated damages. (Funds deposited in trust accounts or in escrow are not released automatically in the event of a dispute. Release of funds requires written agreement of the parties, judicial decision or arbitration.) 'M7AR81TRAT1GNbP'D arPIJ I-ESw Any disputea I equity aresulpaq 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 h arbitratov(s) may be entered in any court having jurisdiction thereof. The parties shall have the right to discovery in accordance with Co of Civil Procedure §1233.05. The following platters are excluded from arbitration hereunder: (a)a judicial or non-judicial foreclosure or_ojbWaction or proceeding to enforce a deed of trust, mortgage, or real property sales contract as defined In Civil Code§2985, (b) an unlawfyYdetainer 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 or Civil Procedure§337.1 or§337.15 applies.She fir of a judicial action to enable the recording of a notice of pending action,for order of attachment, receivership, injunction, or other provi. al 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 ociate licensees)participating in this transaction shalt be submitted to arbitration consistent with the provision above only If the brokers d/or associate licensee(s)making the claim or against whom the claim is made shall have agreed to submit it to arbitration consistent w his provision. "NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE A -ING TO if ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION DECID BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGtIT �VISION. r VC THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE `ARBITRATION OF DISPUTES' YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBI E UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.YOUR AGREEMENT TO THIS ARBITRATION PROVISI VOLUNTARY." "WE HAVE RE NO UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE rAR ION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION:' Buye„s''I....als Seller's Initials 21. BUYER DISAPPROVAL: Whenever Buyer gives written notice of disapproval pursuant to Paragraph(s) 1G, 5, 15, 1B, 19, 20A, 20C, 20D, 2017, 200, 20H, or 201 above,Seller shall have.—days from receipt of such notice to respond in writing to Buyer's disapproval.If Seller is unwilling or unable to correct the condition(s)disapproved of by Buyer,or if Seller does not respond by the time set forth herein,then Buyer may cancel this agreement by providing written notice of cancellation to Seller within 3 days from receipt of Seller's response or from expiration of the time set for Seller's response BUYER'S FAILURE TO GIVE WRITTEN NOTICE OF DISAPPROVAL OR CANCELLATION SHALL CONCLUSIVELY BE DEEMED APPROVAL OF THE PROPERTY OR CONDITI( I AS IT THEN EXISTS. Buyer and Seller acknowled ipt of copy of this page,which canal )Page 4 of t' Pages Buyer's Initials ( ( ) Seller's Initials ( OFFICE USE ONLY Reviewed by Broker or Designee Date euuntem, 111.1utI:T y '1, tin-Mo-Ja,z-so rr)mMFRCIAL REAL ESTATE PURCHASE CONTRACT (CDL-14 PAGE 4 OF 6) ❑ 0 Subject Property Address 19 22. OTHER TERMS AND CONDITIONS: NONE 23. AGENCY CONFIRMATION: The following agency relationships) are hereby confirmed for this transaction (PRINT FIRM NAME[S]): LISTING AGENT: Group One Services is the agent of(check one): 6 The Seller exclusively, or ❑ both the Buyer and Seller. SELLING AGENT: Discount Ornkers (if not the same as Listing Agent) is the agent of(check one): xnj the Buyer exclusively; or ❑ the Seller exclusively; or ❑ both the Buyer and Seller. 24. BROKERAGE: Neither Buyer nor Seller has utilized the services of,or for any other reason owes compensation to,a licensed real estate broker(individual or corporate), agent, or finder, or other entity, other than as specified in this agreement, in connection with any act relating to the Property, including but not limited to inquiries,introductions,consultations and negotiations,leading to this agreement.Buyer and Seller each agree to indemnify and hold harmless the other, and the brokers specified herein, and their agents, from and against any costs, expenses,or liability for compensation claimed inconsistent with the warranty and representation in this paragraph. 25. AUTHOPATY: Any person or persons signing this agreement represents that such person has full power and authority to bind that person(s) principal and that the designated Seller and Buyer have the full authority to enter into and perform this agreement Entering into this agreement and the completion of the obligations pursuant to this contract does not violate any Articles of Incorporation,Bylaws,Partnership Agreement or other document governing the activity of either Seller or Buyer 26. SUCCESSORS AMD ASSfGMS: This agreement shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns except as otherwise provided herein. 27. ENVIROMMFtl NTfAL HAZAPD CONSULTAJ fON: Buyer and Seller acknowledge: (1) Federal, state and local legislation imposes liability upon existing and former owners and users of real property, in applicable situations,for certain legislatively defined, environmentally hazardous substances, (2) Broker(s) has/have made no representation concerning the applicability of any such law to this transaction or to Buyer or to Seller except as otherwise indicated in this agreement or in another document,(3)Broker(s)has/have made no representation concerning the existence,testing,discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the property, and (4) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence,testing,discovery,location and evaluation of/for,and risks posed by,environmentally hazardous substances, if any, located on or potentially affecting the property. 28. (PROFESSIONAL CONSULrA1 fON: Buyer and Seller acknowledge that they are advised to consult appropriate professionals concerning any and all existing or potential legal, tax and environmental responsibilities, implications and impacts to them resulting from this agreement Broker has made no representations regarding the above matters. 29. COPIES: Seller and Buyer each represent that copies of all reports, documents, certificates, approvals and other documents which are furnished to the other are true, correct and unaltered copies of the original documents if the originals are in the possession of the party furnishing same. 30. A77OPMEV'S LEES: In any action, proceeding or arbitration arising out of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. 31. GOVERMlM 7 LAW: This agreement shall be governed by the laws of the State of California. 32. CNTfnE CON T RAC`P. Time is of the essence. No extension of time for performance of any act or obligation shall be deemed an extension of time for any other act or obligation All prior agreements between the parties are incorporated in this agreement which 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 that this agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this agreement. 33. AMZN%DMLENTS: This agreement may not be amended, modified,altered or changed In any respect whatsoever except by a further agreernard in writing executed by Buyer and Seller. 34. CAPTIONS: The captions in this agreement are for convenience of reference only and are not intended as part of this agreement. 35. NOTICES: Whenever any Party shall give notice pursuant to this agreement, each such notice shall be in writing and shall be delivered personally or by facsimile or by mail, postage prepaid, addressed as set forth below TO SELLER: TO BUYER' Community Redevelopment Agency of the City Name of Palm Spriggs- r'alifnroia Name investors 2000 Limited P. 0. Box 2743 Address 3200 E. Tahguitz Canyon Drive Address 6425 Brockton Avenue Pal rings, CA 92263 Riverside, CA 92506 Attn: Executive Director Fax 619/323-8207 Fax 909/662-5160 If either notice address above has been left blank, notice shall be delivered to the address set forth below the recipients signature of acceptance. Either party may change its notice address by providing notice thereof to the other party. Buyer and Seller acknowle ipt of copy of this page,which coned ates Page 5ofoff� Pages 't._°1� Buyer's Initials ( ) Seller's Initials ( �` ", ) ( +�— ) OFFICE USE ONLY Reviewed by Broker or Designee Defe EOUPLIIOUSING OPPORTUNITY -J% M-MO-June-90 P"(1MMR�tF�I©B P�AB II fPH7,d°Ragr- (:()NTRArT frDL 14 PAGE 5 OF 61 - ""- .a .. .- Subject Property Address: = 19 36. DEFINITIONS: The following terms, whenever used in this agreement, shall have the meaning as set forth below: Acceptance: The date on which the offer, or last counter offer, is signed and communicated to the offeror consistent with the offer or counter offer. Agreement: The terms of this offer plus those of any counter offer, supplement, exhibit and/or addendum. Broker: Any broker or brokers named in this agreement and any licensee acting through such broker or brokers Days: Calendar days. Property: The property to be acquired by the Buyer as a result of this agreement. 37. OFFER: This constitutes an offer to purchase the described property. Unless acceptance is signed by Seller and a signed copy delivered in person, by mail,or facsimile, and received by Buyer,at the notice address,or by who is authorized to receive it on behalf of Buyer, at the address below, within days of the date hereof, this offer shall be deemed revoked and the deposit shall be returned. Buyer has read and acknowledges receipt of a copy of this offer.This agreement and any supplement,addendum or modification relating hereto,including any photocopy or facsimile thereof, may be executed in two or more counterparts, all of which shall constitute one and the same writing. REAL ESTATE BROKER Dis aunt Brokers BUYER See Addendu �y By By Name Printed:Ronald Richardson - / Title Cmitt Address tr/6�'�r/7C3 ad BUYER Title Address 6425 Brockton Avenue Address Riverside, CA 92506 Telephone 909/602-5160 Fax 909/602-5173 Telephone Fax ACCEPTANCE The undersigned Seller accepts and agrees to sell the property on the above terms and conditions and agrees to the above confirmation of agency relationship. (❑ subject to attached counter offer). Seller agrees to pay to Broker 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 of Seller, upon Seller's default, or(c) if completion of sale is prevented by default of Buyer,only if and when Seller collects damages from Buyer, by suit or otherwise, and then in an amount not less than one-half of the damages recovered, but not to exceed the above fee,after first deducting title and escrow expenses and the expenses of collection, if any or(d) upon mutual rescission of this agreement by Seller and Buyer without the prior written consent of Broker. Seller shall execute and deliver an escrow instruction irrevocably assigning the compensation for service in an amount equal to the compensation agreed to above. In any action, proceeding, or arbitration between Broker and Seller arising out of this agreement,the prevailing party shall be entitled to reasonable attorney's fees and costs.The undersigned has read and acknowledges receipt of a copy of this agreement and authorizes Broker to deliver a signed copy to Buyer. REAL ESTATE BROKER Group One Services SELLER See Addendum By By Name Printed: James Stewart Title Address SELLER Title Address 1037 Tamarisk Road Address Palm Springs, CA 92262 Telephone 619/323-3000 Fax 619. Telephone __ Fax OFFICE USE ONLY This loans available for use identify the enure real estate industry The use al this a form mired intended to membership ip ark as a which may ALTOR ` nEALby re Reviewed by Broker or Designee s a ly,Ina ea collective membership mark NATIONAL may A used only by real m tale Imensees who are members of[he NATIONAL ASSOCIATION OF Date Eounuiou9FG TORS and whosuhscrme is its cone of elhie: Page of _...,A Pages„n .,.qv e'+ - MO-Jrxln fthi;LM-MO-June-90 il9r 1A oA f^= r 1 = ,,1 ADDENDUM TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT THIS ADDENDUM TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT ( "Addendum" ) is attached to and made a part of that certain Commercial Real Estate Purchase Contract and Receipt for Deposit by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ( "Seller" ) , and INVESTORS 2000 LIMITED, a California limited partnership ( "Buyer" ) . Said Agreement is hereby modified/supplemented (and as modified/supplemented is hereinafter referred to as "this Agreement" ) in the following particulars only: 1. DESCRIPTION OF THE PROPERTY. The property to be sold by Seller to Buyer shall include, in addition to the real property described in the first paragraph of the first page of the Agreement ( "Land" ) , the following (collectively, the "Property" ) : 1 . 1 All improvements now or hereafter constructed on said real property ( "Improvements") , including without limitation, the improvements known as the Monte Vista Hotel and five (5) commercial store front properties; 1 .2 Seller' s interest in all furniture, personal property, machinery, apparatus and equipment owned by Seller and currently used in the operation, repair and maintenance of the real property and located on the real property as of the close of Escrow ( "Personal Property" ) ; and 1. 3 Seller' s interest in all leases and rental agreements with tenants who occupy all or any portion of the Improvements . 2 . RELEASE OF DEPOSIT. Escrow Holder shall immediately release the Deposit to Seller upon the Seller' s acquisition of fee title to the Property. The Deposit shall be nonrefundable to Buyer, unless Seller defaults on its obligations hereunder. 3 . ADDITIONAL FUNDS AND DOCUMENTS REOUIRED FROM BUYER AND SELLER. 3 .1 Buyer. Buyer agrees that on or before 12 : 00 noon on the date preceding the Closing Date (as hereinafter defined) , Buyer will deposit with Escrow Holder an assignment and assumption of leases ( "Assignment of Leases" ) assigning the leases described in Section 1.3 above in the form attached hereto as Exhibit "A" and incorporated herein by reference, together with all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement. 3 .2 Seller. Seller agrees that on or before 12 : 00 noon on the day preceding the Closing Date, Seller will deposit with Escrow Holder the Assignment of Leases, an executed and recordable grant deed ( "Grant Deed" ) conveying the Land and Improvements to Buyer in the form attached hereto as Exhibit "B" and incorporated herein by reference, a bill of sale ( "Bill of Sale" ) conveying the Personal Property to Buyer in the form attached hereto as Exhibit "C" and incorporated herein by reference, together with such funds and other items and instruments as may be necessary in order for the Escrow Holder to comply with this Agreement. 4 . CLOSING DATE; TIME OF ESSENCE. Time is of the essence of each and every term of this Agreement. Escrow shall close on or before August 1, 1994 ( "Closing Date") . The terms "the Close of Escrow" , and/or the "Closing" are used herein to mean the time Seller' s Grant Deed is filed for record by the Escrow Holder in the Office of the County Recorder of Riverside County, California. PS2\383\014084-0006\2103395.1 07/08/94 5 . ESCROW PROVISIONS . 5 . 1 Escrow Instructions . This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and Seller 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 . 5 .2 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 counterparts and shall be valid and binding as if all of the parties' signatures were on one document . 5 . 3 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. 5 .4 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 Seller may have against each other arising from the escrow or this Agreement . 5 . 5 Information Report. Escrow Holder shall file and Buyer and Seller 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 Seller also agree that Buyer and Seller, 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 Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information. 6 . AS-IS PURCHASE. Buyer acknowledges that, prior to the execution of this Agreement, Buyer has had an adequate opportunity to inspect the Property and to investigate its physical characteristics and conditions, all laws, ordinances and regulations affecting the Property, including all zoning and building ordinances, and the suitability of the Property for Buyer' s intended purpose and Buyer hereby waives any and all objections to the Property which would be disclosed by such inspections. Buyer acknowledges that neither Seller nor any of its employees, agents, or representatives has made any representations, warranties or agreements to or with Buyer on behalf of Seller as to any matters concerning the Property, the present use thereof,, or FS2\383\014084-0006\2103395.1 06/28/94 -2- �L p 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 (as hereinafter defined) or similar substances, the purpose for which the Site is suited, or drainage. 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, vaults, debris, pipelines, abandoned wells or other structures located on, under or about the Property. Buyer has investigated and has knowledge of operative or imposed governmental laws and regulations (including, but not limited to, zoning, environmental, and land use laws and regulations) to which the Property may be subject, and is acquiring the Property on the basis of its review and determination of the application and effect of such laws and regulations . From and after the Close of Escrow, Buyer shall defend, indemnify and hold harmless Seller 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 or the release or threatened release of any Hazardous Material of any kind whatsoever, 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, including any such law relating to Hazardous Materials . The term "Hazardous Materials" shall mean (i) any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government and/or (ii) any substance or material identified by the United States Government, the State of California or any local governmental authority as hazardous or toxic and which is included on any list of such substances published by any such governmental entity and shall specifically include petroleum, petroleum-based products, asbestos and PCBs . 7. Acauisition of Property by Seller. Buyer understands that Seller does not currently own fee title to the Property, but has or will be entering into an agreement to acquire same on or before August 1, 1994 . A condition precedent to Seller' s obligation to close escrow shall be that Seller acquires fee title to the Property and Seller shall not be in beach hereof if it does not so acquire the Property. In connection therewith, Buyer covenants to cooperate with Seller in coordinating a concurrent closing of this transaction with the acquisition of the Property by Seller from the current owner. S . Covenants to Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow and, subject to the limitations on assignment contained in the Agreement, shall be binding upon and inure to the benefit of the parties hereto and their representatives, heirs, successors and assigns . 9 . 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. 70 FS2\383\014084-0006\2103395.1 06/29/94 -3- IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date set forth above. ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic istant Secretary Chairman APPROVED AS TO FORM: RUTAN & TUCKER '44111- Jav!U Jj Aleshire, Esq. Agency Counsel "Seller" INVESTORS 2000 LIMITED, a California limited art rship By: Ronald Richardson, General Partner By: Its • "Buyer" By THE C0A4MUj4jy AGENCY BY RK NO. 9'sum.Jd, }� l9 3.3s"C_ FSl\383\014084-0012\63466.1 -4- EXHIBIT "A" ASSIGNMENT OF LEASES THIS ASSIGNMENT OF LEASES (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 INVESTORS 2000 LIMITED, a California limited partnership ( "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 in the City of Palm Springs, County of Riverside, State of California, more particularly described in Attachment No. 1, attached hereto (the "Property" ) , pursuant to that certain Commercial Real Estate Purchase Contract and Receipt for Deposit dated as of 1994 ( "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 affecting the Property. NOW, THEREFORE, Assignor and Assignee agree as follows : ARTICLE I ASSIGNMENT OF LEASES 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 leases presently affecting the Property, a schedule of which appears in Attachment No. 2 attached hereto ( "Leases" ) . 1 .2 Assumption; Indemnification. Assignee hereby accepts the foregoing assignment, assumes Assignor' s obligations as landlord under the Leases (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 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 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 and/or claims arising out of any failure of Assignor to keep, perform and discharge Assignee' s obligations under this Section 1 . 3 . 1 .4 Effective Date. The effective date of this Assignment shall be the date of close of escrow for the purchase and sale of the Property ( "Effective Date") . EXHIBIT "A" TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT PAGE 1 OF 2 PAGES PS1\383\014084-0012\63466.1 ARTICLE II MISCELLANEOUS 2 . 1 Attorneys' Fees . In the event of any litigation arising out of the subject matter of this Assignment, the prevailing party shall be entitled to reasonable attorneys' fees and costs . 2 .2 Successors and Assigns . This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignee, and their respective heirs, assigns and successors-in- interest . 2 . 3 Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 2 . 4 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. IN WITNESS WHEREOF, the parties have executed this Assignment of Leases as of the day and year first above written. ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic By: By: Assistant Secretary Chairman APPROVED AS TO FORM: RUTAN & TUCKER David J. Aleshire, Esq. Agency Counsel "Assignor" INVESTORS 2000 LIMITED, a California limited partnership By: Ronald Richardson, General Partner By: Its • "Assignee" EXHIBIT "A" TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT PAGE 2 OF 2 PAGES PS1\383\014084-0012\63466.1 ATTACHMENT NO. 2 DESCRIPTION OF LEASES A list of the Leases affecting the Property, including any amendments or modifications thereto, shall be inserted as ATTACHMENT NO. 2 to the Assignment of Leases prior to its execu- tion. ATTACHMENT NO. 2 TO ASSIGNMENT OF LEASES PSI\383\014084-0012\63466.1 EXHIBIT "B" FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: INVESTORS 2000 LIMITED 6425 Brockton Avenue Riverside, CA 92506 (Space Above Line for Recorder' s Use Only) 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 INVESTORS 2000 LIMITED, a California limited partnership, herein called "Grantee, " the real property, hereinafter referred to as the "Site, " in the 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 Project Area which was adopted by Ordinance Number of the City Council of City on 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 . 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. 3 . 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 : EXHIBIT "B" TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT PAGE 1 OF 3 PAGES FS1\3 83\014084-0012\63466.1 3 . 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. " 3 .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. " 3 . 3 Contracts : In contracts the following language shall appear: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, physical or mental disability, ancestry, or national origin in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land. " The foregoing covenants shall remain in effect in perpetuity. 4 . 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. 5 . 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 EXHIBIT "B" TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT PAGE 2 OF 3 PAGES F81 M3\014094-0012\63466.1 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 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: INVESTORS 2000 LIMITED, a California limited partnership By: Ronald Richardson, General Partner By: Its : EXHIBIT "B" TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT PAGE 3 OF 3 PAGES PS1\383\014084-0012\63466.1 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 . Notary Public [SEAL] , EXHIBIT "B" TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT PAGE 4 OF 3 PAGES FS1\3 83\014084-0012\63466.1 MnmfF C.n'1 V�h.:n. 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 : [To be Inserted. ] ATTACHMENT NO. 1 FS1\383\014084-0012\63466.1 TO GRANT DEED EXHIBIT "C" 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 INVESTORS 2000 LIMITED, a California limited partnership ( "Buyer" ) , without warranty of any kind, all of Seller' s interest in the personal property owned by Seller and located on and used in connection with the operation, repair and maintenance of the real 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 Agency Counsel "Seller" EXHIBIT "C" TO COMMERCIAL REAL ESTATE PURCHASE CONTRACT RECEIPT FOR DEPOSIT PS1\383\014084-0012\63466.1 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF REAL PROPERTY That certain real property located in the City of Palm Springs, County of Riverside, State of California, described as follows : [To be inserted. ] ATTACHMENT NO. 1 TO BILL OF SALE F81083\014084-0012\63466.1