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00312C - DESERT HOSPITAL MEDICAL CENTER REAL PROPERTY PURCHASE SALE
Desert Hospital Corporation 0 Purchase, Sale & Escrow AGREEMENT #312C R877, 2-3-93 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening of Escrow: , 19 To: ("Escrow Holder") , California Attention: Escrow Officer Telephone: THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (the "Agreement") is made this `$ day of r cl ba a , 19;;3 , by and between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ("Seller") , and DESERT HOSPITAL CORPORATION ("Buyer") . R E C I T A L S• A. Seller is a public body, corporate and politic, and is a Community Redevelopment Agency duly formed and existing pursuant to the provisions of California Health and Safety Code Section 33000 et seq. Under authority granted by those provisions, Seller is empowered to exercise the power of eminent domain against property located within an established redevelopment area. B. Buyer is a California public benefit corporation, duly formed and existing pursuant to the laws of the State of California. Buyer's responsibilities include the management and operation of the Desert Hospital Medical Center, located within the City of Palm Springs. C. As part of its management of the Desert Hospital Medical Center, Buyer submitted to the City of Palm Springs an application for a Planned Development District, which sought approval of an expansion of the Desert Hospital Medical Center. That expansion included construction of a rehabilitation hospital on land not then currently owned by Buyer, but which was located within an approved redevelopment area. D. Buyer and Seller previously entered into an Exclusive Agreement to Negotiate, whereby Seller agreed to assist Buyer in PS2\159\014084-0039\2028375.1 01/25/93 -1- • w the acquisition of property required by Buyer to construct the rehabilitation hospital. A copy of that Exclusive Agreement to Negotiate is attached hereto as Exhibit "A" . A legal description of the Property to which the Exclusive Agreement to Negotiate pertains is attached hereto as Exhibit "B" ("Property") . In exchange for such assistance, Buyer agreed to pay Seller all costs Seller incurred in connection with the acquisition of the Property, including appraisal costs, other consultant and administrative costs, and all attorneys fees incurred by Seller. E. Pursuant to this Agreement, Seller conducted negotiations to acquire the Property from its previous owner by negotiated acquisition, but was unable to do so. Seller therefore initiated an action in eminent domain to acquire the Property, entitled Community Redevelopment Agency of the City of Palm Springs v Gloria Sara Cohan et al. , Riverside County Superior Court Case No. Indio 64808 . ("Eminent Domain Action") . The Eminent Domain Action was subsequently transferred to orange County Superior Court, and assigned Case No. 690 879. F. The Exclusive Agreement to Negotiate contemplated that the parties would enter into a Disposition and Development Agreement regarding the Property, and set certain time frames regarding such an agreement. The parties once extended the time frame, but did not formally enter into any written Disposition and Development Agreement. Notwithstanding this, the parties continued to perform under the terms of the Exclusive Agreement to Negotiate, and cooperated under the terms thereof in prosecuting the Eminent Domain Action. The parties mutually intend that this Agreement will continue the understandings of the parties as initiated under the Exclusive Agreement to Negotiate, and serve as the Disposition and Development Agreement contemplated therein. G. The Eminent Domain Action has reached a stage where settlement is pending with the property owner. Seller has prepared forms for a Stipulation for Judgment in Eminent Domain, Judgment in Eminent Domain, and Final Order in Condemnation that have been reviewed and approved by the Defendants in the Eminent Domain Action, and which will be submitted to the court for filing. Copies of these documents are collectively attached hereto as Exhibit "C" . Buyer and Seller therefore wish to enter into an agreement by which Buyer will advance funds to Seller for the completion of the Eminent Domain Action, approve title to the Property, and otherwise complete the transfer of the Property through the Eminent Domain Action to Seller, for ultimate transfer to Buyer. H. Seller and Buyer have previously executed an agreement, entitled Agreement For Right of Entry and Indemnification ("Right of Entry Agreement") , on or about January 8, 1992. Pursuant to this Right of Entry Agreement, Seller permitted Buyer to enter onto the Property after Seller had obtained possessory rights thereto, for the purpose of Buyer's preparation of the Property for construction of the rehabilitation hospital. In exchange, Buyer MU591014084-003912028375.1 01/25/93 -2- agreed to completely indemnify Seller for any damages Seller might incur, to the defendants in the Eminent Domain Action or to any other party, as a result of Buyer's activities undertaken on the Property. A true and correct copy of that Agreement is attached hereto as Exhibit 11D. 1t The parties desire to incorporate the Buyer's indemnification of Seller as stated in the Right of Entry Agreement into this Agreement as though fully set forth herein, and keep such indemnification in full force and effect. NOW, THEREFORE, IN CONSIDERATION OF ALL OF THE FOREGOING, THE PARTIES DO HEREBY AGREE AS FOLLOWS: TERMS AND CONDITIONS 1. PURCHASE AND SALE OF PROPERTY. Buyer hereby agrees to purchase from Seller, and Seller agrees to sell to Buyer the Property, upon the terms and conditions hereinafter set forth. 2 . OPENING OF ESCROW. Within one (1) business day after the execution of this Agreement by Seller, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that Seller delivers this executed Agreement to Escrow Holder. 3 . PURCHASE PRICE. The purchase price for the Property will be Five Hundred Eighty Five Thousand Dollars ($585, 000.00) ("Purchase Price") . 4. ADDITIONAL FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER. 4 .1 Buyer. Buyer agrees that on or before 12 : 00 noon on the date preceding the Closing Date, Buyer will deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement. 4.2 Seller. Seller agrees that on or before 12 : 00 noon on the day preceding the Closing Date, Seller will deposit with Escrow Holder an executed and recordable grant deed ("Grant Deed") conveying the Property to Buyer, together with such funds and other items and instruments as may be necessary in order for the Escrow Holder to comply with this Agreement. 5. CLOSING DATE; TIME OF ESSENCE. 5. 1 Closing Date. Time is of the essence of each and every term of this Agreement. Escrow shall close on or before five (5) days after the opening of escrow ("Closing Date") . The terms "the FS2\159\014084-0039\2028375.1 01/25/93 -3- 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. 5. 2 Time of Essence. Buyer and Seller each specifically understand that time is of the essence and Buyer and Seller each specifically agrees to strictly comply and perform its obligations herein in the time and manner specified and waives any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement, absent express written agreement between the parties that such substantial compliance is acceptable. 6. TITLE MATTERS. Buyer and Seller have mutually arranged to obtain a Preliminary Title Report regarding the Property. A copy of that Preliminary Title Report is attached hereto as Exhibit "E" . On or before the opening of escrow, Buyer shall inform Seller in writing of its approval of the condition of title as indicated in the Preliminary Report, or as excluding such exceptions as may have been removed by the Title Company between the date of the preliminary report and the date of opening of escrow. In no event shall Seller be responsible for removing or otherwise satisfying any exception to title other than those relating directly to the Eminent Domain Action. When Escrow Holder holds for Buyer the Grant Deed in favor of Buyer executed and acknowledged by Seller covering the Property, Escrow Holder shall cause to be issued and delivered to Buyer and Seller as of the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") , issued by Stewart Title ("Title Company") , with liability in the amount of the Purchase Price, covering the Property and showing title vested in Buyer free of encumbrances, except: (a) All nondelinquent general and special real property taxes and assessments for the current fiscal year; (b) The standard printed exceptions and exclusions contained in the CLTA form policy; (c) Any exceptions created or consented to by Buyer, including without limitation, any exceptions arising by reason of Buyer's possession of or entry on the Property. FS2\159\014084-0039\2028375.1 01/25/93 -4- 7. CONDITIONS PRECEDENT TO CLOSE OF ESCROW. 7. 1 Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent: (a) Seller will advise Buyer in writing, on or before the opening of escrow, the amount of Seller's total costs incurred in acquiring the Property. If that amount does not exceed the amount already deposited by Buyer with Seller, exclusive of the deposit treated in paragraph 9 below, Seller shall, on or before the close of escrow, deposit the amount by which the deposit exceeds Seller's actual costs into Escrow for disbursement to Buyer. (b) Seller will deliver into escrow on or before the close of escrow a Final order of Condemnation entered by the Court in the Eminent Domain Action, and ready for recordation with the County Recorder. (c) Title Company will issue the Title Policy as required by Section 6 of this Agreement insuring title to the Property vested in Buyer or other vestee designated by Buyer for vesting purposes only. (d) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement. 7.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Seller of each of the following conditions precedent: (a) Buyer will deposit with Seller on or before the opening of escrow, funds in the full amount of the Purchase Price. (b) Seller shall, on or before the opening of escrow, have obtained and forwarded to Escrow Holder a Final Order of Condemnation entered by the Court in the eminent Domain Action and ready for recordation with the County Recorder. (c) Buyer shall have notified Seller, on or before the opening of escrow, of its approval of the condition of title on the Property. (d) If the total amount of Seller's costs in acquiring the Property exceed the amount previously deposited with Seller by Buyer, exclusive of the deposit treated in paragraph 9 below, Buyer shall, before the Close of Escrow, deposit with escrow holder the amount by which Seller's costs exceed previous deposits, for disbursement to Seller. FS2\159\014084-0039\2028375.1 01/25/93 -5- 0 (e) Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement. 8 . ESCROW PROVISIONS. 8 . 1 Escrow Instructions. This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow Holder, and such instructions shall consist of the provisions of Sections 1 through 8, inclusive, and Section 12 . The terms and conditions of this Agreement not set forth in the preceding sections are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. 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. 8. 2 General Escrow Provisions. Escrow Holder shall deliver the Title Policy to the Buyer and instruct the Riverside County Recorder to mail the Grant Deed to buyer at the address set forth in Section 14.4 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Orange, Los Angeles or Riverside 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. 8.3 Proration of Real Property Taxes. To the extent not otherwise resolved as part of the Eminent Domain Action, all nondelinquent general and special real property taxes shall be prorated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty day (360) year. In the event that property taxes are assessed on a parcel of real property which includes land other than the Property, such proration shall include only taxes attributable to the Property, calculated in terms of total gross square feet of land assessed pursuant to the tax statement versus total gross square footage of the Property. 8.4 Payment of Costs. Buyer shall pay all Escrow fees, documentary transfer taxes, premium charges for the CLTA Title Policy, and the charge for drawing the Grant Deed. All other costs of Escrow not otherwise specifically allocated by this Agreement shall be paid by Buyer. 8 .5 Termination and Cancellation of Escrow. Time is of the essence of this Agreement. If Escrow fails to close as provided above, unless otherwise provided in a written agreement signed by both Buyer and Seller extending the time for close of Escrow, Escrow shall terminate automatically without further action by P52\159\014084-0039\2028375.1 01/25/93 -6- 0 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. 8. 6 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 the Internal Revenue Code regarding the real estate sales transaction contemplated by this Agreement, 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 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. 9. REFUND TO BUYER OF DEPOSITS FOR ORDER OF PREJUDGMENT POSSESSION. The parties mutually acknowledge that Buyer has forwarded to Seller the amount of Three Hundred Forty Seven Thousand Dollars ($347, 000. 00) in connection with Seller's securing of an order for prejudgment possession in the Eminent Domain Action. The parties further mutually acknowledge that under the terms of the anticipated settlement of the Eminent Domain Action, attached hereto as Exhibit "C11, Seller is to receive a refund from the County Treasurer of $347, 000. 00, as the full amount deposited to secure the order of prejudgment possession. Upon receipt of this refund from the County Treasurer, Seller shall promptly pay to Buyer the full amount so refunded, so long as escrow has closed pursuant to the terms of this Agreement, and except as otherwise provided in paragraph 10 below. 10. REFUND IN THE EVENT THE SELLER FAILS TO OBTAIN THE PROPERTY THROUGH THE EMINENT DOMAIN ACTION. If for any reason Seller is unable to obtain the Property through the Eminent Domain Action pursuant to the anticipated settlement, Seller agrees that it will consult with Buyer as to whether it will continue with the Eminent Domain Action, or abandon it. Buyer acknowledges that while it has the right to advise Seller on how to proceed, the final determination lies within the sole discretion of Seller. In the event Seller decides to abandon the Eminent Domain Action, or, if for any other reason the Seller FS2\159\014084-0039\2028375.1 01/25/93 -7- cannot obtain the Property through the Eminent Domain Action, Buyer agrees that it will indemnify, hold harmless, and reimburse Seller for all Seller's actual costs incurred in connection with its attempts to obtain the Property, and costs or other liabilities incurred in connection with the Eminent Domain Action. Such costs and liabilities may include, without limitation, damages awarded to any party for loss of use of the Property, damages to any party for activities undertaken on the Property pursuant to Seller's rights of prejudgment possession, attorney's fees of both Seller and the Eminent Domain Action defendants, or any other damage, cost, or other liability Seller incurs in connection with the Eminent Domain Action. Buyer agrees that Seller may withhold amounts of any payment made by Buyer to Seller otherwise refundable to Buyer hereunder, including Buyer's previous deposit of $347,000. 00 for securing the Order of Prejudgment Possession, as a deposit against which Seller may offset costs and liabilities as they are incurred, and secure payment of future costs and liabilities to be incurred. 11. BROKERAGE COMMISSIONS. Each party warrants to the other that it has not retained any broker or other agent in connection with this transaction who is or will be owed any commission or other fee as a result of the transfer of the Property from Seller to Buyer. Each party agrees to indemnify and hold the other harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a broker's commission and/or finder's fee. 12 . CONDITION OF PROPERTY. Buyer acknowledges that it has had an adequate opportunity to inspect the Property and to investigate its physical characteristics and conditions, and hereby waives any and all objections to the physical characteristics and conditions of the Property which would be disclosed by such inspection or Buyer's activities undertaken pursuant to the Right of Entry Agreement. 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 the suitability of Buyer's contemplated or intended use of the Property. Buyer acknowledges that it takes the Property from Seller in "as is" condition, with no representations or warranties of any kind from Seller regarding any aspect of the Property, whether relative to surface or subsurface conditions. Buyer acknowledges that Seller has not conducted any activities or operations on the Property, and has made no physical changes or other alterations to the Property or any improvements thereon. The parties mutually acknowledge that they are not currently aware of any release or threatened release on the Property of any hazardous or toxic substance, material, or waste, which is regulated by any local government authority, the State of California, or the United PS2\159\014094-0039\2029375.1 01/25/93 -8- 0 States of America, including petroleum, oil, gas, or any direct or derivate product or byproduct thereof. In the event of any claim by any person or entity against Seller based upon or arising out of the existence, release, or threatened release of any of such substances on the Property, Buyer agrees that it will defend Seller, indemnify Seller and hold Seller harmless from any liability incurred thereby, including any attorney's fees which may be awarded against Seller, and any attorney's fees Seller might incur in defending itself against any such claim. Buyer's agreement to defend, indemnify, and hold Seller harmless shall continue, and shall survive the close of Escrow. 13 . POSSESSION; RIGHT OF ENTRY AGREEMENT. Possession of the Property shall be delivered to Buyer as of Close of Escrow. As of Close of Escrow, Buyer shall have full possessory rights to the Property. Nothing in this Agreement shall, however, terminate any liability of Buyer to Seller for indemnification for any claim for damages, from the defendants in the Eminent Domain Action or any other party, resulting from or arising out of Buyer's exercise of its right, under the Right of Entry Agreement attached hereto as Exhibit "D". Buyer's obligations to Seller with respect to the indemnification provided for in that Right of Entry Agreement shall survive the Close of Escrow, and are acknowledged to be unaffected in any way by this Agreement. 14. MISCELLANEOUS. 14. 1 Assignment. Buyer shall not have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of Seller, which consent may be withheld in Seller's sole and absolute discretion. Regardless of Seller's consent, Buyer shall not be relieved of its responsibility and liability under this Agreement as a result of such assignment. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns. 14.2 Attorneys' Fees. In the event of a breach of this Agreement, the prevailing party in such action or proceeding, in addition to any relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action, and shall be enforceable whether or not such action is prosecuted to final judgment. The court in any such action shall be requested to name a prevailing party. F52\159\014084-0039\2028375.1 01/25/93 -9- 14 .3 Non-Liability of Seller's Officers and Employees. No officer or employee of the Seller shall be subject to suit nor be personally liable to the Buyer, or any successor in interest, in the event of any default or breach by the Seller, or for any amount which may become due to Buyer or its successor, for breach of any obligations of the terms of this Agreement. Buyer agrees that in any such action it will not personally name any officer or employee of Seller. 14 .4 Notices. Except as expressly provided to the contrary herein, any notice, consent, report, demand, document, or other such items shall be given in writing and personally delivered to an authorized agent of the applicable party, or upon delivery by the United States Postal Service, first class registered or certified mail, postage prepaid, return receipt requested, or by national "overnight courier", such as Federal Express, at the time of delivery shown upon receipt; in either case, delivered to the address, addresses, and persons as each party may from time to time by written notice designate to the other, and who initially are: To Seller: Community Redevelopment Agency of City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Dallas Flicek Copy to: Rutan & Tucker 611 Anton Blvd. Suite 1400 Costa Mesa, CA 92626 Attn: David J. Aleshire To Buyer: Desert Hospital Corporation 1150 North Indian Canyon Drive P.O. Box 2739 Palm Springs, CA 92263 Attn: Michael Appelhans 14.5 Interpretation: Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. 14. 6 No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be P82\1591014084-0039\2028375.1 01/25/93 -1 0- 0 construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 14.7 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 14.8 Severability. If any term, provision, condition or covenants of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14.9 Integration. This Agreement, including all exhibits hereto, contain the entire understanding between the parties relating to the transaction contemplated hereby. All prior or contemporaneous understandings, representations and statements, oral or written, related thereto are merged herein and shall be of no further force or effect. 14. 10 Covenants and Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow and, subject to the limitations on assignment contained in Section 14 . 1 above, shall be binding upon and inure to the benefit of the parties hereto and their representatives, heirs, successors and assigns. 14. 11 No Withholding Because Non-Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 and that upon request by Buyer or Escrow Holder it will deliver to buyer on or before the Close of Escrow a non-foreign affidavit on Escrow Holder's standard form pursuant to the Internal Revenue Code and the Regulations promulgated thereunder. 14. 12 Corporate Authority. The persons executing this Agreement on behalf of the party for whom the signature appears hereto warrant that (i) the party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of such party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Real Property and Escrow PS2\159\014094-0039\2028375.1 01/25/93 -1 1- 1 Instructions as of the date set forth above. ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS � Secretary Chai man °R REVIEWED AND APPROVED DESERT HOSPITAL CORPORATION T1tle 1 0 Rene M. Rounds Comm.#OM71 STATE OF CALIFORNIA a KO CALNO"Aw M4dgIpQ am" 0 COMITY OF ��I VI` f G'LL� ) ss. Omm Rommv 21,Im •� CITY OF r1 c(pJ�Y��Da as before me, the undersigned, a Notary Public in and foil said State, personally appeared_P.e*ff' >t>>�jYD GLd7 7 personally known -to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names) is/are subscribed to the within instrument 1 a 0 acknowled ed �o me that he/she/they executed the same. D"1l o"Yi l "Gr'L-Z No ary Public A d`x t FS2\159\014084-0039\2028375.1 01/25/93 -12— r s7tt � ,�� EXCLQSIVE AGREEMENT TO NEGOTIATE Tu1S EXCLOSIVE AGREEMENT TO NEGOTIATE ( "AGREEMENT" ) , is made this day of9�4--, 199 1, by and between the REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ( "AGENCY" ) , and DESERT HOSPITAL CORPORATION ( "DEVELOPER" ) R E I T A L S The parties entered into this Agreement on the basis )f the following facts , understandings, and intentions : A. The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Sections 33000 , etea. ) . B . The Agency desires to effectuate the Redevelopment Plan for the North Palm Canyon Redevelopment Project Area by providing for the development of blighted and underutilized properties , including parcels which cannot be assembled for development by the private sector acting alone . C . The Developer wishes to develop a Comprehensive Rehabilitation Center Medical facility ( "Project" ) on a site 4/19/91 _1_ EXCLITFiI AGREEM��IT,__ O NEGOTIATE WT DESERT HOSPITAL which is partially within the North Palm Canyon Redevelopment Project area ( "Redevelopment Project Area" ) . That portion of the Project which falls within the Redevelopment Project Area consists of 23 , 200 gross square feet, is located on the North side of Paseo E1 Mirador , approximately 1 1/2 lots West of Avenida Palos Verdes in the City of Palm Springs ( the "Acquisition Site" ) . The Acquisition Site is more specifically described in Exhibit "A" hereto which is incorporated herein by this reference . Developer has attempted to purchase the Acquisition Site through private negotiation efforts , but to date these efforts have been unsuccessful . D. The Agency and the Developer desire, for the period set forth herein, to negotiate diligently and in good faith to prepare an agreement whereby the Agency can assist the Developer in carrying out the project, including the acquisition of the Acquisition Site. NOW, TkaEREFORE, and in consideration of the mutual covenants hereinafter contained, it is mutually agreed upon by the parties as follows : 4/19/91 -2- EXCLOSIVE AGRELENT TQ NEGOSIATE WITH DESERT HOSPITAL SECTION 1 . NATME OF NEGOTIATIONS . A. Good Faith. The Agency and the Developer agree that for the period set forth in Section 2 herein they will negotiate diligently and in gcod faith to prepare and enter into an agreement ( the "DDA" ) consistent with the provisions of this section for the acquisition and development of the Acquisition Site . The development will be subject to all rules , regulations, standards , and criteria set forth in the North Palm Canyon Redevelopment Plan ( "Redevelopment Plan" ) , the City ' s General Plan, applicable specific plans and zoning regulations , and with this Agreement . The DDA shall include the standard terms and conditions included in other DDA' s the Agency has entered into. B. Pro 'eect Site. The Project shall consist of a Rehabilitation Center facility of approximately 72, 000 sq. ft. , to serve the community' s medical needs for rehabilitation. It shall be located adjacent to the existing Desert Hospital Facility as an integrated part of the overall Desert Hospital Campus, and specifically located along Paseo E1 Mirador . The proposed facility, and the component Acquisition Parcel are depicted in the "Site Map" attached hereto as Exhibit "B" and incorporated herein by reference . 4/19/91 -3- ' $xCLQSIVE AGREEMENT `I'O NEGOTIATE WIT$ DESERT HOSPITAL C. Purchase Price . . The DDA shall provide that the purchase price shall be established through appraisal, except to the extent such amount is modified through any condemnation proceedings which may be required. In the event of such proceedings , the purchase price shall be the amount Of just compensation fixed by the court, in addition to any other award to the condemnee of damages , fees , costs, or other expenses . The parties shall mutually select an appraiser whom the Agency deems qualified to testify in the event of litigation. The Developer may terminate the DDA if the appraised fair market value is unsatisfactory to the Developer . If the Developer does not terminate, then the Agency shall attempt to acquire the Site voluntarily based upon the appraised value . The purchase price shall be the appraised value if the Agency is successful in a negotiated acquisition of the Site, or the total amount of the award to the condemnee established through condemnation, if condemnation proceedings are initiated. D. Condemnation. If the Site cannot be acquired voluntarily, the Agency shall hold a public hearing to determine it it will initiate condemnation. The Agency shall have no obligation to proceed with condemnation nor liability to the Developer therefor . Such decision shall be in the 4/19/91 -4- EXCLUSIVE AGREEMF"NT TO NEGOTIATE WITH DESERT HOSPITAL sole discretion of the Agency . If condemnation is initiated, at :! e request of the Developer the Agency shall seek an order of immediate possession . E. Developer Costs . The Developer shall be liable for all of the Agency ' s expenses in providing assistance, including acquisition expenses , relocation costs , appraisal fees , title costs , escrow fees , legal fees , noticing charges and similar costs and expenses . This transaction is being undertaken by the Agency on the basis that the Agency shall have no actual or out-of-pocket expenses . In the event the Agency ' s expenses exceed the deposits provided below, the Developer shall pay any additional expense due within ten ( 10 ) days following the Agency's written demand therefor . F. DeDosits . The Developer shall make the following minimum deposits with the Agency: 1. S 5,000 prior to the execution of the Agreement to Negotiate . 2 . $10,000 when negotiations begin on the DDA, as Good Faith Deposit . 4/19/91 -5- EXCL� IVE AGREEFth'NT TO NEGOT7TATE DE WITH SERTiHO5PITAL 3 . $10 , 000 upon _ the Agency ' s approval of the DDA for precondemnation activities includ- ing appraisal fees , title costs , environmental review, and legal expenses , less fees already advanced by Developer for such fees and expenses . 4 . Appraised value of the Site upon written demand of the Agency at any time after offer Letters for negotiated acquisition are dispatched. S . $50,000 after any Agency hearing on whether to initiate condemnation, for condemnation expenses . 6 . Other amounts determined by the Agency to be required to effectuate the purposes of this Agreement, no later than 10 days following Agency' s notice to Developer of same . 4/19/91 -6- EXCLQSIVE AG,__REEFLFxr� TQ NEGOTIATE WITH DESERT HOSPITAL The foregoing amou-Its will be refined through negotiations to cover all of Agency ' s costs . Such costs shall encompass all of the Agency ' s out-of-pocket expenses , and shall include, but not be limited to, appraisal costs and fees , costs for investigating title and securing title insurance, including all endorsements deemed necessary by the Agency, administrative and legal costs incident to negotiation and preparation of the DDA, consultant and administrative costs incident to all environmental review, analysis , and documencation pursuant to the California Environmental Quality Act ( "CEQA" ) , costs incident to the Agency ' s negotiations for voluntary acquisition of the Acquisition Site, legal, administrative, or otherwise, and all legal fees and costs incident to any condemnation or any other litigation arising from any Agency action taken in connection with the attempted acquisition of the Acquisition Site (collectively "costs" ) . All deposits shall be maintained by the Agency in an interest-bearing account and not commingled with other funds of the Agency. All interest on such account shall accrue to the Developer . All unexpended funds not necessary to pay the Agency' s expenses hereunder shall be returned to the Developer upon termination. 4/19/91 -7- EXCL4SIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL The Agency may deduct. from such deposits all amounts necessary to pay its costs hereunder . The Agency shall keep accurate records of all such costs and forward them to Developer at least three business days prior to making any deduction from the deposits . Any objections Developer has to the documented costs must be communicated to Agency within three days of Agency' s transmittal of same, or shall be deemed waived by Developer . The parties agree that they will negotiate in good faith regarding any reasonable objection timely made by Developer as to whether costs deducted were actually incurred, or whether deducted costs are reasonable. G. Exclusivity. The parties agree for the period set forth in Section 2 that they will negotiate with each other exclusively for the development of the Acquisition Site. SECTION 2. PEi2I0D OF NEGOTIATIONS. The period of negotiation shall be ninety ( 90 ) days from the date this Agreement is signed by the Agency, and this Agreement shall terminate after the expiration of such period unless extended as follows : 4/19/91 -8- EXCLUSIVE AGREF2tF'N'1`_2O NEGOTIATE WITH DESERT HOSPITAL A. For thirty ( 30 ) days if a DDA has been prepared by the Agency and executed by the Developer , and has been submitted to the Agency but has not yet been approved by the Agency Board; or B . For fifteen ( 15 ) days if the major business terms have been agreed to and the Executive Director determines in his sole discretion that further negotiations are likely to result in a written agreement; or C. By mutual agreement of the parties . The Developer. understands and acknowledges that if negotiations culminate in a DDA, such DDA shall be effective only after and if the DDA has been considered and approved by the Agency Board after public hearing thereon as required by law. SECTION 3. DEVELOPER' S RESPONSIBILITIES During- the period of negotiation, the Developer will prepare such studies, reports , and analyses as shall be necessary to permit the Developer to determine the feasibility of the Project . During the period of negotiation 4/19/91 -9- EXCLUSIVE AGREEMENT TQ NEGOTIATE WITH DESERT HOSPITAL and as requested by the Ageacy, the Developer shall submit to the Agency the following : A. Full disclosure of the Developer ' s principals , partners , joint venturers , negotiators, consultants , professional employees, or other associates of the Developer who are participants or principals of the Project, and all other relevant information concerning the above . B. Statement of financial condition in sufficient detail to demonstrate the Developer ' s financial capabilities , those of its principals , partners , joint venturers, and those of its prospective dealers to satisfy the commitments necessitated by the Project . To the extent the Developer wants such financial statements to remain confidential, they shall be supplied to the Agency only if the confidentiality of the statements can be maintained . C. All information necessary for the design of the Project to meet the Developer ' s reasonable requirements . In addition, the Developer shall take all actions necessary to obtain construction and permanent financing. 4/19/91 -10- • E7CC_ LOSTVE AG•err NEGOTIATE C WITH DESERT HOSPITAL The Developer shall ,negotiate exclusively with the Agency ' s negotiating team and with no other persons unless expressly authorized to do so by the Agency' s negotiating team. During the period of negotiations , no statements regarding the subject matter of this Agreement will be made by the Developer to the media without the approval of the Agency ' s negotiating team. No prepared statements regarding the subject matter of this Agreement shall be released to the media without the mutual consent of the respective negotiating teams . SECTION 4 . AGENCY'S RESPONSIBILITIES A. The Agency shall cooperate fully in providing the Developer with appropriate information and assistance upon request . B. If agreement is reached on the business terms for inclusion in the DDA, the Agency shall prepare such agreement for consideration by the Developer. C. The Agency will conduct any and all environmental reviews of the Project as required by the California Environmental Quality Act . In the event the Agency 4/19/91 -11- %CLQSIC7E AG. TO NEGQTIATE • WITH DESERT HOSPITAL determines that preparation of an Environmental Impact Report ( "EIR" ) is required, Agency may require , and Developer shall provide , an increase in the amount of the deposit provided in Section 1(F) ( 3 ) above, such amount not to exceed the actual costs of the preparation and processing of the EIR. In the event of any challenge, judicial or otherwise, to the determination that the Agency makes pursuant to CEQA, Developer agrees to hold the Agency harmless from any liability resulting therefrom, including but not limited to any damages resulting to Developer from delays incident to litigation or any adverse ruling . Developer further agrees to indemnify Agency fully for any award of damages , fees , costs , or other expenses which may be awarded to any party as a result of any liability assigned to the Agency as a result of any such environmental challenge . Developer further agrees to reimburse Agency for any and all costs incurred by Agency, including administrative costs , legal and expert fees , and all other costs, in defending the Agency ' s environmental determination against any such attack . Such reimbursement shall first be made by way of offset to any deposit Dev-eloper makes pursuant to Section 1 .F of this Agreement . Any costs in excess of deposit amounts shall be paid by Developer within ten ( 10 ) days following Agency' s demand therefor . 4/19/91 -12- C, i^�` KCLUSIVE AGREEMRmrr TO NEGOTIATE WITH DESERT HOSPITAL E. The Agency will undertake any actions necessary for acquisition, including retention of an appraiser , investigation of title and, if approved by the Agency ' s Board, initiation of condemnation through its attorneys . SECTION 5 . GOOD FAITH DEPOSIT. Concurrently with the execution of this Agreement , the Developer shall submit to the Agency and periodically supplement a good faith deposit in the amount specified in Section 1 ( F) ( 2) above, in the form of a cash deposit , cashiers ' check, irrevocable letter of credit, or other form of security acceptable to the Agency, to insure that the Developer will proceed diligently and in good faith to negotiate and perform all of the Developer ' s obligations under this Agreement. If the deposit is in cash or a certified cashiers ' check, it shall be deposited in an interest-bearing account in a bank or trust company selected by the Agency. Interest , if any, shall be added to the deposit and held as additional security for the Developer ' s obligations - hereunder . Upon termination of this Agreement the balance shall be returned to the Developer provided that the Developer has negotiated diligently and in good faith and carried out its obligations hereunder . If the Developer has 4/19/91 -13- EI LD VE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL failed to do so, in as much ,as the actual damages which would result from a breach by the Developer of its obligations under this Agreement are uncertain and would be -impractical or extremely difficult to determine , the Agency shall be entitled to retain the entire amount of said deposit , as liquidated and agreed damages . SECTION 6 . MISCELLANEOUS . A. No Commissions . The Agency shall not be liable for any real estate commission or any brokers ' fees which may arise herefrom. The Agency represents that it has engaged no broker , agent, or finder in connection with this transaction, and the Developer agrees to hold the Agency harmless from any claim by any broker, agent, or finder retained by the Developer . B. Ownership of Documents If the negotiations contemplated by this Agreement do not result in the execution of an agreement, the Developer shall transfer to the Agency copies of any reports, studies , analysis, site plan layouts, development cost estimates, engineering studies, memorandums , or similar documents regarding the proposed development and prepared during the period of negotiations, which have been 4/19/91 -14- a / ` j ' EXCLUSIVE AG _Tp NEgQTIAT£ ' C WITH DESERT HOSPITAL prepared by or in conjunction with Agency, or have been paid for by Agency. Such transfer shall be made without any representation or warranty by the Developer -as to the accuracy or sufficiency of the contents of such documents and shall be made subject to the rights of the preparers of such documents including, without limitation, the copyright ( if any) associated with such documents . C. Purpose of Contract. It is expressly understood and agreed by the parties hereto that this is an Agreement regarding the Agency ' s assistance in investigating the possibility of acquisition of the Acquisition Site and development of same consistent with the objectives of the North Palm Canyon Redevelopment Plan. In entering into this Agreement, the parties intend to form and are forming a binding contract with respect to the deposits listed in Section 1(F) above, and reimbursement for all costs to the Agency of any action it takes in the investigation of the acquisition and development of the Acquisition site as a part of the Project, negotiation of the DDA, and all other Agency actions described herein. It is agreed and understood that this Agreement does not convey any interest in the Acquisition Site whatsoever . It is further agreed and understood that this Agreement obligates the Agency only to 4/19/91 -15- EXCLUSIVE AGREEMENT TQ NEGOTIATE WITH DESERT HOSPITAL enter into negotiations , considering such matters as the DDA, financing, schedules, developer improvements , and Project design . This Agreement does not imply any obligation on the part of the Agency to enter into any agreement that may result from negotiations contemplated herein. It is further understood that the elements of Project specified herein are conceptual at this point and will be refined through further planning, design, and cost estimating . In the event that no DDA agreement can be reached, Developer shall notify Agency in writing. Upon receipt of such written notice, Agency shall cease any and all further activity in connection with this Agreement, and will exercise its best efforts to incur no further costs on the matter . Developer ' s obligations regarding costs shall continue in full force and effect for all costs the Agency occurs as a result of actions taken before its receipt of written notice that no DDA agreement can be reached, including but not limited to any costs, attorney' s fees, or any award or other obligation charged against the Agency in any condemnation action which may follow, or other costs incurred as a consequence of actions taken prior -to the Agency' s receipt of Developer ' s notice . D. Amendment. This Agreement may only be amended by a document in writing signed by the parties hereto . 4/19/91 -16- EXCLUSIVE AGREEMENT TO NE IAT WITH DESERT HOSPITAL IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first above written. "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS Date G By: � Chairperson ATTEST: S Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER By: Davi eshire Agency Counsel "DEVELOPER" DESER HOSPITAL Dated: k¢Z( NISI By; N me: Title: C1m APPROVED BY THE CITY COUNCIL BY RES. NO. y3 4/19/91 -17 EXHIBIT "A" LEGAL, DESCRIPTION Assessor' s Parcel 1 507-063-012 Lots 25 and 26 and the west half of Lot 24 of John Mel Tract, as shown by map on file in Book 13, Page 18 of Maps, Records of Riverside County, California. Assessor's Parcel i 507-063-008 Lot 27 of John Mel Tract, as shown by map on file in Book 13, Page 18 of Maps, Records of Riverside County.. �C- - ��� * 271, 1 EXHIBIT 2 LEGAL DESCRIPTION 3 The West 25 feet of Lot 24 , and Lot NOS . 25, 4 26, and 27 of the Sohn Mel Tract, as recorded in Map Book 13 , page 18, Riverside 5 County Records . 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- NOTICE OF LIS PENDENS • a 1 RUTAN & TUCKER DAVID J. ALESHIRE 2 WILLIAM W. WYNDER DAVID B. COSGROVE 3 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 4 Telephone: (714) 641-5100 5 Attorneys for Plaintiff COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 6 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF ORANGE 10 11 COMMUNITY REDEVELOPMENT AGENCY ) CASE NO. : 690 879 OF THE CITY OF PALM SPRINGS, ) 12 ) STIPULATION FOR COMPROMISE Plaintiff, ) SETTLEMENT AND FOR ENTRY OF 13 ) JUDGMENT AND FINAL ORDER OF Vs. ) CONDEMNATION 14 ) GLORIA SARA COI-IAN, SHEILA BLISS ) 15 DUFFY and DOES 1 through 50, ) inclusive, ) 16 ) Defendants. ) 17 ) 18 IT IS HEREBY STIPULATED by and between the parties, 19 Plaintiff, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM 20 SPRINGS ("Agency") and Defendants GLORIA SARA COHAN, and SHEILA 21 BLISS DUFFY, by and through their respective attorneys as 22 follows: 23 1. Agency is a Redevelopment Agency duly formed and 24 existing pursuant to the California Community Redevelopment Law, 25 Health and Safety Code Sections 33000 et sea. Agency initiated 26 this action in eminent domain on August 6, 1991. The action was 27 brought to acquire property, situated within the City of Palm 28 Springs, and generally described as the three and one-half lots FS2\159\0140&4-M9\2025105.1 MOM -1- 0 0 1 on the north side of Paseo El Mirador, one lot west of Palos 2 Verdes ("Subject Property") . 3 2 . The subject property is more specifically described in 4 the legal description attached hereto as Exhibit "A. " The 5 Subject Property is currently owned by Defendants GLORIA SARA 6 COHAN and SHEILA BLISS DUFFY as joint tenants ("Defendants") . 7 The Subject Property is located within the North Palm Canyon 8 Redevelopment Project Area, a redevelopment project area duly 9 formed by the City of Palm Springs, on October 9, 1984 , by to Ordinance No. 1227. 11 3 . As part of this eminent domain action, the Agency 12 secured an order for Prejudgment Possession from the Superior 13 Court of the County of Riverside, on August 6, 1991. The Order 14 was served on August 8, 1991, and became effective on November 6, 15 1991. 16 4 . After negotiations, the parties have agreed that it is 17 in their mutual best interest to settle this matter without a 18 trial. 19 5 . The parties stipulate that the Agency shall pay to 20 Defendant the sum of $585, 000. 00 in final settlement of this 21 action. This sum is agreed by the parties to be just 22 compensation for any and all claims or other damage in connection 23 with the taking of the Subject Property, including but not 24 limited to, the fair market value of the Subject Property, 25 relocation benefits, severance damages, precondemnation damages, 26 and any and all damages incident to the exercise of eminent 27 domain against the parcel. 28 6. Defendants agree to waive any and all claims they PS2\159\014094-M9\2025105.1 01/07/93 -2- • i 1 might have, pursuant to Code of Civil Procedure Sections 1268 . 310 2 et seg. , to interest on the amount to be awarded as just 3 compensation herein. 4 7 . The parties stipulate that the purposes for which the 5 property was condemned is the construction of a medical 6 rehabilitation facility, in connection with a master-planned 7 expansion of the Desert Hospital facility in Palm Springs. The 8 Rehabilitation Hospital is required to meet demands for medical 9 rehabilitative services in the Coachella Valley area. The to property taken in this condemnation action is adjacent to the 11 existing Desert Hospital campus. The construction of a 12 rehabilitation hospital on land which includes the Subject 13 Property will allow for integration of that rehabilitation 14 hospital facility into the overall Desert Hospital Medical 15 Complex, providing for a consolidation of medical services in the 16 area. This consolidation is consistent with sound land use 17 planning, and will make medical services in the area more easily 18 accessible to the community. 19 8. Upon payment by the Agency to Defendants of 20 $585, 000. 00, the parties request the Court to enter the 21 "Stipulated Judgment in Eminent Domain and Final Order of 22 Condemnation, " in the forms attached hereto as Exhibit "B" and 23 11C", respectively. The parties stipulate that upon payment of 24 $585, 000.00 to Defendants, Agency shall have the right to 25 withdraw the $347 , 000 . 00 security deposit deposited by the Agency 26 on or about August 6, 1991, along with any and all interest that 27 has accrued thereon. The parties request the Court to enter an 28 order to the Clerk of the Superior Court of Riverside County to PS2\159\01108 4-0039L_IM105.1 01/07/93 -3- 1 have the County Treasurer draw a warrant for the payment of this 2 deposit and any and all interest which has accrued thereto since 3 the date of deposit. 4 DATED: January , 1993 RUTAN & TUCKER DAVID J. ALESHIRE 5 WILLIAM W. WYNDER DAVID B. COSGROVE 6 7 By 8 DAVID B. COSGROVE Attorneys for Plaintiff 9 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 10 11 DATED: January 1993 HILL, FARRER & BURRILL JENNIFER L. PANCAKE 12 13 By 14 JENNIFER L. PANCAKE Attorneys for Defendants 15 GLORIA SARA COHAN and SHEILA BLISS DUFFY 16 17 18 19 20 21 22 23 24 25 26 27 28 PS2\159\014084-0039\2025105.1 01/07/93 -4- 1 RUTAN & TUCKER DAVID J. ALESHIRE 2 WILLIAM W. WYNDER DAVID B. COSGROVE 3 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 4 Telephone: (714) 641-5100 5 Attorneys for Plaintiff COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 6 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF ORANGE 10 11 COMMUNITY REDEVELOPMENT AGENCY ) CASE NO. : 690 879 OF THE CITY OF PALM SPRINGS, ) 12 ) FINAL ORDER OF CONDEMNATION Plaintiff, ) 13 ) VS. ) 14 ) GLORIA SARA COHAN, SHEILA BLISS ) 15 DUFFY and DOES 1 through 50, ) inclusive, ) 16 ) Defendants. ) 17 ) 18 The above-named Plaintiff having satisfied all requirements 19 for paying the total amount of compensation awarded by the Court 20 for the taking of the property more fully described herein and 21 for all damages of each and every kind suffered by said 22 Defendants by reason of the taking of said property; 23 NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED 24 that the property more fully described in Exhibit "A" attached 25 hereto and incorporated herein, be and is hereby condemned to 26 Plaintiff. 27 IT IS FURTHER ORDERED that pursuant to California Revenue 28 and Taxation Code Section 4986 et sea. , all taxes, penalties and PS2\159\014084- 9\2025114.1 01/07/93 -1- 1 costs, if any, relating to said property, from and after the 2 effective day of the Order of Immediate Possession, to-wit: 3 November 6, 1991, be and are hereby cancelled. 4 IT IS FURTHER ORDERED that a certified copy of this Final 5 Order be recorded in the Office of the Recorder of Riverside 6 County and thereupon title on said property shall rest in the 7 Plaintiff. 8 DATED: , 1992 . 9 10 LEONARD GOLDSTEIN 11 JUDGE OF THE SUPERIOR COURT 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PS2\159\014084-0039\2025114.1 01/07/93 -2- 1 RUTAN & TUCKER DAVID J. ALESHIRE 2 WILLIAM W. WYNDER DAVID B. COSGROVE 3 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 4 Telephone: (714) 641-5100 5 Attorneys for Plaintiff COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 6 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF ORANGE 10 11 COMMUNITY REDEVELOPMENT AGENCY ) CASE NO. : 690 879 OF THE CITY OF PALM SPRINGS, ) 12 ) Plaintiff, ) STIPULATED JUDGMENT IN 13 ) CONDEMNATION VS. ) 14 ) GLORIA SARA COHAN, SHEILA BLISS ) 15 DUFFY and DOES 1 through 50, ) inclusive, ) 16 ) Defendants. ) 17 ) 18 The above-named Plaintiff and Defendants GLORIA SARA COHAN 19 and SHEILA BLISS DUFFY ("Defendants") have stipulated that 20 Judgment in Condemnation may be entered herein between said 21 parties with respect to the property described in Plaintiff's 22 complaint on file herein, more specifically described in Exhibit 23 "A" hereto, and GOOD CAUSE APPEARING THEREFOR, IT IS HEREBY 24 ORDERED, ADJUDGED AND DECREED AS FOLLOWS: 25 1. The total just compensation agreed to pursuant to this 26 Stipulated Judgment for the taking of said property as described 27 in Plaintiff's Complaint is five hundred eighty five thousand 28 dollars ($585, 000. 00) . PS2\15%014094-M9\2025102.1 01/07/93 -1- 1 2 . Payment by Plaintiff to Defendants of the amount 2 stated in Paragraph 1 above shall be in full payment for the 3 taking of the property described in the Complaint, and for all 4 damages of every kind and nature suffered or to be suffered by 5 reason of acquisition of said property and the construction and 6 use of the project in the manner proposed by Plaintiff, including 7 but not limited to the fair market value of the Subject Property, 8 lost rents, delay damages, severance damages, and precondemnation 9 damages. 10 3 . As a duly formed redevelopment agency, the Agency has 11 the power to condemn the property described in the complaint. 12 The property is situated within an established redevelopment plan 13 area, and the Agency may exercise eminent domain against the 14 property under authority granted by Health and Safety Code 15 Section 33391 (b) . 16 4 . The purpose for which the parcel is sought to be 17 taken, construction of a rehabilitation hospital in connection 18 with a master planned expansion of the Desert Hospital facility, 19 is a public use authorized by law, and the taking of the property 20 is necessary for such use. 21 5. Real Property taxes accruing on the subject property 22 prior to the date of November 6, 1991 shall be the responsibility 23 of Defendants. All taxes accruing subsequent to November 6, 1991 24 are cancelled, pursuant to authority of Revenue and Taxation Code 25 Sections 4986 et spec _. (5081 et sea. ) 26 6. Upon payment of the amount stated in Paragraph 1 above 27 by Plaintiff to Defendants, there shall be condemned against 28 Defendants and to Plaintiff the real property described in F52\159\0140&I-0039\20251021 01/07/93 -2- 1 Plaintiff's Complaint, and Plaintiff shall be entitled to 2 disbursement of the deposit of $347 , 000. 00 made on August 6, 3 1991, and any and all interest which has accrued thereon. 4 7 . IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the 5 Court Clerk for the County of Riverside shall cause a warrant to 6 be drawn upon the County Treasury and the County Treasurer is 7 directed to pay to Plaintiff the same, in the amount of 8 $347, 000. 00 deposited by Plaintiff, plus any interest accrued 9 thereon from the date of deposit. Such payment shall be directed 10 to: 11 City Clerk City of Palm Springs 12 3200 East Tahquitz Canyon Way Palm Springs, California 92263 13 14 DATED: 15 LEONARD GOLDSTEIN 16 JUDGE OF THE SUPERIOR COURT 17 18 19 20 21 22 23 24 25 26 27 28 FS2\159\014094-M9\2025102.1 01/07/93 -3- SLNT BY 1-13-33 .10 38kM Inc De e Yioep. .a I1�o468030 � 3, 11 This Right of Entry and Indemnification Agreement is made this J� day of S� 19R_4 by and between the REDZVMPMZKT A900Y OF THE CITY OF PALM EPRZWjs ( "Agency" ) , and DESERT HOSPIML CORKPATION ("Developer") . SIGIT & 4A The parties have entered into this Agreement on the basis of the following facts, understandings, and intentions. A, The Agenoy and Developer entered into an EXCLUSIVE AORMUT TO NEGOTIATE ( "Exelasiva Agreement") , dated July 31 lM, whereby the parties had agreed to enter Into a Disposition and Development Agreement f"DDA") regarding property generally described as 336-350 Passo 21 Xirador, and more specifically described in the legal description attached hereto as Exhibit "A" ("Acquisition la real") , A. The Exclusive Agreement was extended by way of a FIRST AMENDMENT TO MCLUMS ACRMUNT To 1i10GOTIATE ("First Amendment") , entered into on or about a . ioij. C. Under the Exclusive Agresrrent and First Amendment, the Agency negotiated with the owner of the Acquisition Parcel for purchase of the property. No negotiated acquisition was possible, to the Agency initiated an sainent domain action titled ty. Rade14122MA 5E`�1 BY 1-13-93 ,10 36.k.Y , The Deser. Hosp. :a . 71454003t)•s 4111 greer4ent for Riqht of Entry And Udemnifioation Vale 1 ss+ nov_o!th. ,fix of palm sn� ,d ■ vl r Riverside County $uparior Court Caee ' No, Indio 64808 ("ftinent Domain Action") , 3. As part of the tmiinent Domain Action, on or about 1991, the Agency secured an Order for Prejudgment Poeseaaion, entitling the Agency to take possession of the Acquisition Parcel on or about November 12, 1991, Agency has taks4 possession of the Acquisition Parcel pursuant to this Order, and is currently in possession. a. As part of the Eminent Don-Ain Actioa, the owner Of the Acquisition Parcel has raised certain affirmative defenses, challenging the Agency's right to exercise powers of eminent domain over the Acquisition Parcel, P. Because of construction schedules for the Developer's Qospital Expansion Project, Developer now wiahss Agency to grant it permission to enter onto the Acquisition Parcel to dsmoliah all existing structures thereon, and otherwise prepare the Acquisition Parcel for construction and integration into the Hospital Expansion Project, NOW, TYUMAl, and in consideration of the mutual covenants hereinafter contained, it is mutually agreed by the parties as follower �eoeign 1, Agency shall allow Developer a Right of xntry onto the Acquisition Parcel, for the purposes of conducting tests, St 11 1 13 5J ,lU di�AM , the Deser . Hosp. .a ,— 11474f9U3o• 0/11 by Agrosmant, for Right of dntry and Indemnification Page a examinations, site propAration, demolition, salvage, oonstructiene or any other work nocessary or beneficial cog incorporating the Acquisition Parcel into Developer 's nospitasl Upansion Project. ftp—apa—lI Prior to performing any activity on the Acquisition parcel, Developer shall provide written notice to the Agency detailing the typo of activity to be conducted, the dates and times of such activities, and any other information relating to the activity the Agency may requiro. section 3. . Developer expressly acknowledges that any and all of its activities on the Acquisition Parcel prior to the entry of a final order of condo=ation in the Emiaent Domain Action exposes the Agency to risk of daa;ages, under Code of Civil Procedure seotioaa 1245.044, 120.620, and other applicable provisions of law. Developer agrees to indemnify and hold haralsss the Agency, its employees, agents, and officers for any damages awarded to any party against the Agency based in whole or in part on any activities Developer may undertake or has undertaken on the Acquisition Parcele said indemnification shall include indemnification of the cost of the Agency's local defense against any claim for such damages, including but not limited to attorneys' fees and expert xitnsss foes. The Agency shall nonetheless have 0 IlYJY VJVi'U 0 11 a •v vv au v��.0 c UC]CI uv➢� Agrooment for Right of kntry and Indemnification Page { exclusive 004tr0l over Its defense against any claim for Such damagsa, incLiding but not limited to the right to designate counsel. IH WITNESS 7v' RTPO?r the partibs have executed this Amandmant as of the first day written above. A(#ER3GY RIDEVILOPbRM MERCY or THE CITY Qr PALN IPRT1iGd j �yBon� 804� -no Chairperson ATTSIVa Dy APpaOVEry BY 'm commur4jTy tcDEv. Agmeyt�ecretary jLVPROV1D AS TO rOPA t fl-7 AOTAN a TtFC3dER Davi . Aleeh re Agency aunsel D'RV L^A ©ES AO&PT Q CORPORATION By r D. norgOAn Chief tinano 1 offiaer hL11 IiY 1 10 90 lU d5A31 [Le Desert Hospital— 714-34(JSC3o » 7/u gregment for Right Entry and lAdeftnitiaamtion Face S bsI�ROY99 AS T roam O AICH �r— C�A1� CUUI�&LN9 ®/154/O110®4�00�4/O31 SEV BY 1-13-93 .10 39.4.H the Deser: Hosp. .a.- I147469u3D,x 8!11 0 • �i_ A?iBhbPRL* LUBM`�OTYr1Ong This First Pmwft#nt to Exclusive Agreement to Naotiats ("AmendiasnV) is ands this day awuhR , 15�8,je by tnd betWe gn the AEDEW&CPHUT AasNCY Of THE CITU of PALM SPRIMaS ("Agency") , and MUT HQSyITAL CORPORATION ("Developer») . The parties have entered into this Amendment on the b9sis of the following facts, understandinge, &i d intentions. A. The Agency and avelopor entered into an "2XCLUSIVZ A4RZWNT TO HE-00TIATENe dated July a, 1991, whereby the parties had agr**d to attar into negotiations to enter into a Disposition and Development Agreement ("A11A") regarding certain property located on pass* it Hirador in the City of Pala Spring&. This property is more specifically identified in the Zxelusive Agreement to negotiate as the "Acquisition Parcel." X. The parties have initiated negotiations to enter into the DDA, and partially performed under the EXCLuezv= AUPS NT TO VZWTIAT=. C. The ties limitations for negotiation of a ODA set forth in the original Exclusive Agreement to Negotiate have passed, but the parties remain interested in reaching an agreement with respect to implementation of the "project" as 1 io Oj w az)au Ir,c uesert hospital— 714b4b9030•9 9'll OL1I UI First A ondriont to Exclusive kpo*msnt to Negotiate Wage 9 defined in tha paIuRive Agroement to Negotiate, and with respect to entering into a ODD for the Acquisition parcel. D. The Agency and Developer desire, for the period set forth heroin, to continua to negotiate diligently in good faith to prepare an agraement whereby the Agency can assist the Developer in carrying out the project, including acquiaition of the Acquisition parcel. WWj TtiMF0A11 and in consideration of the mutual covenants hereinafter Contained and contained in the Xvi;lusive Agreement to €rogotiate, it is mutually egraed upon by the parties as tollavat UAk2 G Isotion 9 of the Exclusive Agreement to Negotiate, entitled "period of Nagotiationo", is hereby amended to read as followi: The period of negotiation shall be ninety (00) days tram the date this Amendment is sinned by the Agenoy, and this Amendment and the underlying Rxolusive Agreement to Negotiate shall terminate , ,after the expiration of such period unless extended as follows: A. for thirty (30) days if the DDA has boon prepared by the Agency and executed by the Developer, and has been submitted to the i io zJJ iu Juan ire Ueser . tlosp. .a . 714D468030-M10/11 7irst JI.B' andm4nt to Exclusive >bgraenent to Negotiate page 7 , Agency but lags not yet boon approved by the klency soars#1 or A. For fifteen (15) days if the major buain®as Cos."a have Leon agreed to and the exadative Airector determines in his solo diaarotion that further negotiations are likely to result in a written agreamentl or C. Sy mutual agreement of the parties. Me "volop*r understands and acknowledges . that it negotiations culainats in a DDhI such DnA shall be effootive only after and if the DDA has bean considered and approved by trio Agency )oArd after public hearing thereon is required by law, The vwninder of the exclusive Agreement to Negotiate *lull remain in full fore• and *ffoct. p , , 7145460035 4l u l l s��l nr 1 13-53 • 10.40�'d , The Dow-. Hos a:� * 0 First Arandment to lulusive Agre"ant to Nsgctiate Page 4 I$ NI` 4139 WR-ROF, the parties hAvs execated this Ame"dunt as of the first day above written. A���rcY UD15 NLO MENT ACINCY OF THX CITY aP PATA SPRINGS Sy U cnny no Chairperson ATTN$Tt Rgslwy�Bsax4�sry APPi""ll", 8y me cO MMUP31'fY REgEy. APPRGVRa AS so FORM aGL''I-,1' 9y RES. t o. RUTAX i TUCK l! i9a97� �davi ea DnZLOPSIt DE::ier HOSPITAL CORPORATION SY Chief line c 1 officer A,PP7t =D TO R1! A S� -- G8NIML COUNSiL 9/150/014094-0039/013 �)L\I b' STEWART TITLE PRELIMINARY TITLE REPORT YOUR NO. OUR NO, 92555-T UPDATE ATTN: MIKE FONTANA DESERT HOSPITAL PLANNING DEPT. 1150 N. INDIAN AVENUE PALM SPRINGS, CA PRELIM ISSUE DATE: JANUARY 08, 1993 PLANT DATE: DECEMBER 30, 1992 AT 7 : 30 A.M. IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, STEWART TITLE HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A STEWART TITLE GUARANTY COMPANY POLICY OR POLICIES OF TITLE INSURANCE DESCRIBING THE LAND AND THE ESTATE OR INTEREST THEREIN HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LI?N OR ENCUMBRANCE NOT SHOWN OR REFERENCED TO AS AN EXCEPTION ON SCHEDULE B OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS, AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH IN THE ATTACHED LIST. COPIES OF ^HE POLICY FORMS SHOULD BE READ, THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. THIS REPORT, (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY, IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE A BINDER OR COMMITMENT SHOULD BE REQUESTED, r -��"" s TOM BERNAT TITLE OFFICER 2002 Iowa Avenue, #100, Riverside, CA 92507 (909) 276-2700 MEMBER CALIFORNIA LAND TITLE ASSOCIATION ass Dr u oo zurma Irr ueser . mosp .a. i SPECIAL NOTICE -- California Insurance Code Section 12413.1 enacted into law as Chapter 598, Statute of 1989 (A.B. 512) becomes law January 1, 1990, and regulates the disbursement of escrow and sub-escrow funds by title companies. Funds received by Stewart 'Title Co., of Riverside County via wire transfer may be disbursed upon receipt. Funds received via cashiers checks or teller checks may be disbursed on the next business day after the day of deposit. If funds including shortage checks are disbursed to this company other than by tellers check, cashiers check, wire transfer or cash, disbursements and/or closing will be delayed 3 to 7 business days. If you have any questions concerning recordings, deposits and/or disbursements of escrow or sub-escrow funds, you should contact your title officer or escrow officer. An outgoing wire transfer will not be authorized by Stewart Title until we have confirmation of our recording and one of the following: A, We have confirmation of the respective incoming wire. H. Collection of a deposited check. - NYIRING INFORMATION - If you anticipate having funds wired to Stewart Title of Riverside, our wiring information is as follows: First Interstate Bank 3750 Unly0rsity Avenue Riverside, CA 92501 (714) 782-2601 ABA 122000218 Account #200659356 REF: (Title Order Number)** **When instructing the financial institution to wire funds, it is very important that you reference Stewart Title's order number. Should you have any questions in this regard please contact your Title Officer immediately. �,LN1 ur _u JJ -or.n , ine user . iiosp . .a 92556—T UPDATE I THE FORM OF THE POLICY OF TITLE INSURANCE CONTEMPLATED BY ':HIS REPORT IS: I. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY (X) 2. A1dERICAN LAND TITLE ASSOCIATION OWNERS POLICY FORM S 3. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY 4. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY S. SUBDIVISION GUARANTEE/PARCEL MAP GUARANTEE SCHEDULE A THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS; A FEE TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN; GLORIA SARA COHAN, A SINGLE WOMAN SHEILA BLISS DUFFY, HER DAUGHTER, AN UNMARRIED WOMAN AS JOINT TENANTS, WITH RIGHTS OF SURVIVORSHIP St,\l bl 1U Hd • 2 :'blV. , ILe DeSe . HoSp. a 714D4b9U3_ - b A 0 92556—T i SCHEDULE A (CONTINUED) THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, AND IS DESCRIBED AS FOLLOWS: PARCEL It LOTS 25 AND 26 AND THE WEST RALF OF LOT 24 OF JOHN MEL TRACT, AS SHOWN BY MAP ON FILE IN BOOK 13 PAGE(S) 18, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: LOT 27 OF JOHN MEL TRACT, AS SHOWN BY MAP ON FILE IN BOOK 13 PAGE(S) 16, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ;t\I bi 1 �u Jd <Oltl fP UPSPI . llosp . .d . t9 JiCJ7 - .1 92556-T SCHEDULE B AT THE DATE HEREOF, EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS CONTAINED IN SALO POLICY OR POLICIES WOULD BE AS FOLLOWS: A. GENERAL 'AND SPECIAL CITY AND/OR COUNTY TAXES FOR THE FISCAL YEAR 1992-19931 TOTAL A14OUNTI $139.12 FIRST INSTALLMENT: $69.56 UNPAID, DELINQUENT PENALTY: $6.95 SECOND INSTALLMENT: $69 . 56 'UNPAID CODE AND PARCEL NO: 011-040/507-063-000-7 EXEMPTION: NONE TOTAL AMOUNT: $333. 32 FIRST INSTALLMENT: $166.66 UNPAID DELINQUENT PENALTY: $16.66 SECOND INSTALLMENT: $166, 66 UNPAID CODE AND PARCEL NO: 011-040/507-063-012-0 EXEMPTION: NONE B. A TAX DEFAULT FOR DELINQUENT TAXES FOR FISCAL YEAR 1991-1992 , AND SUBSEQUENT YEARS. AMOUNT TO REDEEM PRIOR TO JANUARY 31, 1993, $1,831.79 ; FEBRUARY 28, 1993 , $1,854.29. PARCEL NO: 507-063-008 . (SAID MATTER AFFECTS PARCEL 2) A TAR DEFAULT FOR DELINQUENT TAXES FOR FISCAL YEAR 1991-1992, AND SUBSEQUENT YEARS. AMOUNT TO REDEEM PRIOR TO JANUARY 31, 1993, $1,385.65; FEBRUARY 28, 1993 , $1,402.59, PARCEL N0: 507-063-012. (SAID MATTER AFFECTS PARCEL 1) C. ASSESSMENTS, IF ANY, FOR COMMUNITY FACILITY DISTRICTS AFFECTING SAID LAND WHICH MAY EXIST BY VIRTUE OF ASSESSMENT MAPS OR NOTICES FILED BY SAID DISTRICTS. D. A RESOLUTION ESTABLISHING WATERSHED BENEFIT ASSESSMENT AREAS WHICH PROVIDES FOR THE ISSUING OF BONDS AND THE LEVYING OF A SPECIAL TAX TO PAY THE INTEREST AND PRINCIPAL PAYMENTS ON SUCH BONDS UPON THE HEREIN DESCRIBED PROPERTY, RECORDED JUNE 10, 1991 AS INSTRUMENT NOS. 193749, 193750 AND 193751 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. REFERENCE IS HEREBY MADE TO SAID DOCUMENT FOR FURTHER AND OTHER PARTICULARS. E. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO �L\I DI tv�u� �1 .1 1 t • 92556-T THE PROVISIONS OF CHAPTER 3 , 5, COMMENCING WITH SECTION 75 OF REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA, 1 . AN EASEMENT FOR IRRIGATION, AND INCIDENTAL PURPOSES, IN FAVOR OF EMILY MC CALLUM, IN INSTRUMENT RECORDED ,TUNE 30 , 1921 IN BOOK 549 PAGE 66, OF DEEDS, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. NOTE: SAID EASEMENT CANNOT BE LOCATED BY THE RECORDS. 2 . COVENANTS, CONDITIONS, AND RESTRICTIONS AS SET FORTH IN A DECLARATION OF RESTRICTIONS RECORDED MARCH 11 , 1936 IN BOOK 268 PAGE 479 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFCRNIA, WHICH PROVIDE, AMONG OTHER THINGS, THAT A VIOLATION THEREOF SHALL NOT DEFEAT OR RENDER INVALID THE LIEN OF ANY MORTGAGE OR DEED OF TRUST MADE IN GOOD FAITH AND FOR VALUE. 3 . AN EASEMENT FOR PUBLIC UTILITIES, AND INCIDENTAL PURPOSES , AS SET FORTH IN THE INSTRUMENT ABOVE MENTIONED. SAID EASEMENT IS DESCRIBED AS FOLLOWS: OVER THE NORTHERLY 4 FEET OF SAID LAND. 4 . AN ACTION IN THE SUPERIOR COURT OF RIVERSIDE COUNTY, NOTICE OF SAID ACTION RECORDED AUGUST 7, 1991 AS INSTRUMENT NO. 271487 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA: CASE NO: INDIO 64808 PURPOSE: TO CONDEMN AND TAKE BY RIGHT OF EMINENT DOMAIN THE REAL PROPERTY PLAINTIFF: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS DEFENDANT: GLORIA SARA COHEN, SHEILA BLISS DUFFY AND DOES 1 THROUGH 50, INCLUSIVE 5. AN EASEMENT FOR PUBLIC UTILITIES, AND INCIDENTAL PURPOSES, IN INSTRUMENT RECORDED APRIL 14, 1992 AS INSTRUMENT NO. 131346 OF OFFICIAL RECORDS OF RIVERS=DE COUNTY, CAL=FCRNIA. 6. AN EASEMENT FOR THE TRANSPORTATION OF GAS, PETROLEUM PRODUCTS AND OTHER SUBSTANCES, WITH THE RIGHT OF INGRESS AND EGRESS, AND INCIDENTAL PURPOSES, IN FAVOR OF SOUTHERN CALIFORNIA GAS COMPANY, A CORPORATION, IN INSTRUMENT RECORDED APRIL 20, 1992 AS INSTRUMENT NO. 140430 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 7. AN EASEMENT FOR THE TRANSMISSION OF ELECTRIC ENERGY FOR COMMUNICATION AND OTHER PURPOSES, AND INCIDENTAL PURPOSES, IN FAVOR OF WARNER CABLE COMMUNICATIONS, INC. , A CALIFORNIA CORPORATION, IN INSTRUMENT RECORDED APRIL 20 , 1992 AS INSTRUMENT NO. 140432 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SE\T BY I 1U JJ 22r)i l�e Deser . Hosp . .a (14:)4 j'j"D • 0 9255E—T t! 8. AN EASEMENT TO CONSTRUCT, USE, OPERATE, INSPECT, MAINTAIN, REPAIR AND REMOVE A SEWER PIPELINE AND APPURTENANCES, AND INCIDENTAL PURPOSES, IN FAVOR OF THE CITY OF PALM SPRINGS, A MUNICIPAL CORPORATION, IN INSTRUMENT RECORDED MAY 18, 1992 AS INSTRUMENT NO, 178720 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 9. MATTERS WHICH MAY AFFECT THE TITLE UNLESS ELIMINATED BY A STATEMENT OF IDENTITY FROM ALL PART_ES. 10 . NOTE; IT WILL BE NECESSARY FOR THE SPOUSE, IF ANY, OF THE VESTEE NAMED HEREIN TO JOIN IN THE EXECUTION OF ANY INSTRUMENT REQUIRED TO CONVEY OR ENCUMBER SAID LAND. 11. AN INSPECTION OF SAID LAND HAS BEEN ORDERED; UPON ITS COMPLETION WE WILL ADVISE YOU OF OUR FINDINGS. INFORMATION NOTESt 1, BASIC RATE J \T Bl 1 2U Dd 2 JUP4 :he D:se, -TU--,T-- Ilk Tol tly � Isr I • ��R ' t r ` (J , srH .I 1 L+j -A_ 'AO YYI 1 ��� L�RO•N'—�Q� YYt r�1A13�r 1 a � 1-4 T/1 g bLM BY � — � illr se . 05p . .a CLl A Preliminary Report Form CLTA PRELIMINARY REPORT FORM LIST OFF R I NT ED EXCEPTIONS AND EXCLUSIONS SCHEDULE B 1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY - 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly ox6i-ided from the coverage of this policy and the Company will not pay lots or damage,costs, attornevi fees or expenses which arlse by reason of: 1, ta) Any law,ordlnarco or governmental regulation (inclu&ng but not limited to building or zoning laws, ord,nances,or regulai,onu restricting, regulating, prohibiting or relating to (i)the occupancy, use, or enjoyment of the land; (�i)the character, dimensions or location of any Improvenwnt now or hereafter erected on the land, (iii)a separation in ownership or a change m the dimensions or area of the land or any parcel of whch the land is or was a part:or livlenvironmontal protection,or the effect of any v,D,atlon of these laws, ordinencal or governmental regulations, except to the extent that a notice of " enforcement thereof or a notice of a daises, lien or encumbrance resulting from a violation or alleged violation effecting the land has been recorded In the public records at Date Of Policy. (b) Any governmental pohoa power not excluded by (a) above,except to the extent that a notice of the exercise thereof u-a notice of a dsfect, lien or encumbrance resulting from a violation affect,rg the land has been recordee in the public records at Date of Policy. 2. Rights of eminent domain unless nonce of the exercise thereof has been recorded in the public records at Data of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowlsdge. 3. Defects, liens, encumbrances, adverse claims or other matters• (a) whether or not recorded In the public records at Data of Policy, but created, s.rtfared, assumed or agreed to by the insured claimant: (t)) not known to the Company, not recorded in the public records at Date of Policy,but known to the insured claimant and not disclosed In writing to the Company by the ,nwred claimant prior to the dote the insured claimant became an insured under this policy; (c) resulting In no loss or damage to the insured claimant; (d) attaching or Cleated wbasquent to Dote or Polley;or la) rasuiting in loss or damage which would not have Deer sustained ,f the Insured Claimant had paid Value for the insures mortgage or for the estate or interest insured by this policy. 4. Unenforcaability of the lien of the Insured mortgage because of the inability or failure of tha insured at Date of Policy, or the inability or failure of any subssi owner or indebtedness, to comply with the applicable doing bus,nasl laws, of the state in which the land is situated. 5. Invalidity or use forceabdity of the lien of the insured mortgage, or claim thereof, which arises out of the trarijaction evidences by the insured mortgage and is based upon usury or any consumer credit prolectlon or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate or Interest of the inwrod lender, by reason of the operation of federal bankruptcy,state insolvency or slrnl',ar creditors'rights laws. EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (wad the Company will not pay cats, altorrwys' fails or expenses) which arise by reason of: I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority the.levms texet or asseraments on real property or by the public records, Proeeadingi by a public agency which may result in taxes or assetsmems,or not.ces of such proceedings,wherhar or nor shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascarlalnad by en Inspecilon of the land or which may be asserted by parsons In possasuon thereof. 3. Easements,liens or encumbrances,of claims thereof,which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a Correct survey would dlackee,end which era not shown by the public records. 5. (a) Unpatented mining claims; IN reservations or exceptions In patents or in acts authorizing the issuance thereof: (a) water rights, claims or title to water,whether or not the mattes excepted under (a), (b) or(c)are shown by the public records. (List of Printed Exceptions and Exclusions Continued on Next Page) REV- Im STEWART TITLE ►sae I of A 11bARANT7 COMPANY SLIT t31 1 ill W i_Jlrm 11d star, L lie Spl Lal 111di L-yL J, ..I l+ CLTA Preliminary P,epoft Form 2, AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6.t67) EXCLUSIONS In addition to the Exceptions in Schedule 9, you are not Insured against loaf, costs, attorneys' teas, and expenses resulting from. 1. Governmemal police puree,and the axittvnoe of violmlon of any lay or governmental regulation.This Indddar building and zoning ordinances and alto lawn and rKulationt concerning: • land use • improvemann on ine larw land division • envimnmanial protection This exclusion does not epp ly to violations or the enforcement of those matters which appear in the public records at Policy date. This exclusion does not limit the zoning Coverage described in Items 12 and 13 of Covered Title Ritks. 2. The right to take the land by Condemning It,unless; a a notice of exerclaing the right emisrs In the public records on the Policy Data a the taking happened prior to the Policy Date and is binding on you If you bought the land without knowing of the taking 3. Title Risks: • that are created,allowed,or agreed to try you • that are known to you, but not to us,on the Polity Date •unless they appeared in the public records • that result In no loss to you • that tint affect your title after the Policy Data-•this does not limit the Jabot and matenbl lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. E Lack of a right: a to any Iand ouuiide the arse specifically dascribxed end Warred to in Item 3 of schedule A or • in streall,alleys,or wetorways chat touch your fand This exclusion does not limit the access coverage in I-am 5 o1 Covered Title Risks. 3. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (4.6.90) WITH ALTA ENDORSEMENT— FORM 1 COVERAGE Ind AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (4-6.90) WITH ALTA ENDORSEMENT— FORM 1 COVERAGE EXCLUSIONS AND GOVEHAGE The following matters are oxpretsfy excluded from the coverage of this policy and the Company will not pay toss or damage,wits, attorneYa'fen or exparuet which arise by reason of: 1, lal Any law, ordinance or governmental regulation (including but not limited to building and toning laws, ordinances, or regu• lations) restricting, regulating, piohibldng or relating to Gl the occuponoy, use, or enjoyment of the land; (4) the charocivr, di mansions or location of any Improvement now or hereafter erected on the land; (Ili) a Popvadon in ownership or a change in the dim•ntionr or ores of the land or any parcel of wh ch the land is or was a part;or (N)environmental protection, or the affect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enfoicamant thereof or a notice of a detest, lien or sncumbranca resulting from a wo,ation or offe9w violation affecting the land has been recorded in the public records at Date or Policy, (b) Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercfsv thereof or a notice Of a dafeci, lien of erscumbreoos resulting from a violation or alleged violation affecting the land has bean recorded in"public records at Date of Policy. 2. Rights of eminent domain unless notice of the oxtic,w thereof has beat recorded in the public records it Date of Policy,but not excluding from coverage any tW N which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. (List of Printed Exception and Exciwitxts Continued on Next Page) AM 1990 '�,'TENVA RT TTTLE Iaee 7 of 4 0ee RANT COW?AV Y a17-`il set 1 u dd [ Olt.tl e Deter . Ifocp .a . 71��9t8!�n t 1 ;9 CLTA Ptatim lnary Report Form 0 • 3. Defecu, lions,srrx:umlxercas, adverse claims or other matters: (a) created, suffered,assumed or agreed IQ by the insured claimant, (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and rot disclosed in w•itsng to the Company by the insured claimant prior to the cats the 'nsurvd claimant b000me an insured under this policy; (c) resulting in no lose or damage to the irtSured claimant; (d) attaching or created subsequent to Date of Policy lexcept to the extent that this policy insures the priority of the hen of the insured mortgage over any statutory lien for services,labor or material or to the extent insurance is afforded herein the at to assessments for street improveiniiiM under construction or competed at Dale of Policy);Or (el resulting in loss or damage which would not hays been susta-reed if the insured claimant had pe'd value tot the insured mortgage. 4. Unenforceabi;ity of the lien of the insured mortgage because of ino inability or failure of the insured at Date of Pcllcy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unanforceebility of the lien of the Insured mortgage,or claim thereof,which Arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or trutn in lending law. 6. Any statutory lien few service, labor or materials (or the claim of priority of any statutory lien for services, labor Or materials over the lien of the insured mortgage) arising from an improvement or work elated to the land which is oontrocred for and Commenced subsequent to Date of Policy and Is not firanctd in whole or In part by proceeds of the Indebtedness Wured by the Insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagea Insured by th;s policy, by reason of the operation of federal bankruptcy,slats Insolvency,or similar crediturs' i ights laws. The above policy forms may ba issued to afford either Standard Coverage or Extended Coverage. In adcl to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: EXCEPTIONS FROM COVERAGE This pokey does not insure against lost or damage (and the Company 'All not pay costs, attorneys' fees or expenses)which arise by reason of: 1. Taxes or assessments which are not shown is existing hens by the records of any taxing authority that levies taxes or assess- manta on real property or by the public records. Proceedings by a public agency which may result in taxis or assessments, or notices cf such proceedings, whether or nor shown by the recotds of such agency or by the publio records. Q. Any facts, rights, r67ersists or claims which are not shown by :he public records but which could be mcartxinad by an Inspec- tion of the land or by making Inquiry of persons in possession thereof. 3. Easements, liars or encumbrances,or claims thereof,which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroschmants, or any other facts which a correct survey wouio disclose, and which are not shown by the public records. 6. (a) Unpotented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (a) water rights, claims or till# to water, whether of not the matters excepted under Ia), (b) or (c) are shown by the public records. 4. AMERICAN LAND TITLF ASSOCIATION OWNER'S POLICY (4.6.90) and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (4.6.90) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the covtiage of this policy and the Company will not pay loss or damage,costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to budding and toning laws, ordinances, or regulations) sestrsctirg, regulating, prohibiting or relat rig to lib the occupancy, use. at enjoyment of the lane. (ii) the char aster, dimensions or location of any Improvement raw or hereafter erected on the land; (till a separation it ownership or a change In the dimensions or Ards o1 the land or any parcel of which the lamed is or was a put:or (ivl envrronmonUl protee lion, or the affect of any violation of these laws, ordinances at governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of it detect, Len or encumbrance resulting from a violation or alleged violation affect. ,ng the land has hewn recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a nonce of the exorcise thereof or a efonts of a defaet, lien or encurrnbrande resulting from a violation or alleged violation affsut;ril the land has been re- corded in the public records at Data of Policy. (List of Printed Exceptions and Exclusions Continued un Next Page) REV. IWO STEWART TITLE Page 3of4 oo ARANTY COMPANY bLV BY- 1 _U 5J ? d 'Pid . ll.e Drsst L hospllal— 114-a , 14 14 2. Rights of eminent domain units ice of the extvc ss tlsaraof his been rewrdad In Wublic records m Date of Policy, but not excluding from cOvareQd s takIN which liar occurred prior to Data of Policy h x,old be binding on the nisi 't. of a purohaar for value without knowledge. 3. Delacts,Fans, encumbrances,adverse class or other rnattoM (a)created,suffered,attumed or agrsed To by the Insured claimant; (b) not known to the Company, not regarded in the public, records at Date of policy, but known to the insured claimant and not disclosed In writing to the Company by the insured claimant prior to the date the insured c,siment became an insured under this policy; (c) resulting in no lose or dtmegs to Thu insured deirnamt; (d) attaching or cleated subcequent to 081e of Policy,or (a) rewlting in lots or damage which would not have been sustimud If the insured claimant had paid value for the esters or interest injured by this policy. 4. Any claim, which arises out of the transatllOn vesting in the insured the estate or Interest Insured by this policy,by reason of the operation of fvdarel bankruptcy.state insolvency,or sari cfediwrs' rights laws, The above policy forms may be ittued to afford Other Standard Cuvetaga or Extended Coverage. In additlon to the above Exelusloru from Coverage, the Exceptions from CovertV In a Standard Coverage Polley will also include the following Canal Exceptions: EXCEPTIONS FROM COVERAGE This policy dues not insure against Iwa or damage (and the Comprrry will nor pay cater, attorneys' fees or expenses)which arlts by reason 01: 1, Taxes or asseumants which are not shown as existing hens by the racords of any taxing authority that levies texas or aswss- mums an real property or by the public reWick. Proeeadings by a public agency which may reW!t In texas or erx:rsrhonts, or notices of such prowedings, whether or no, shown by the records of such agency or by the public records. 2. Any facts, rights, intent of claims which are not shown by the public records but which could be ascertained by an mspty Lion of the land or by making Inquiry Of persons in possession thereof. 3. Esaements,liens or encumbrances,or claims thereof,which are not shown by the public r000rda, 4. Discrepancies, conflicts in boundary lines, thortage in area, sncroachnitri or any other facts which a ormct survey would disclose,and which ere not shown by the public records 5. (a) UnpaTented mining claims, (b) reservations or exceptions in pawrilt or In Acts authorizing the issuance thereof; Ic)water rights, claims or title to water, whether of not the matters excepted under (a), (b) or (c) are shown by the public records Ft RV tops STEWART TITLE No 4of 4 GUAR ARTY COM lANY