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HomeMy WebLinkAboutA3763 - WESSMAN WESSWAY ESCROW PALM CANYON MESA TRACT APN 513-055-007 008 R18962 John Wessman Amend re Exchange Agr & Joint Escrow Instructions AGREEMENT #3763 R18962, 3-28-97 AMENDMENT REGARDING EXCHANGE AGRE.--_,,,-_ -_ AND JOINT ESCROW INSTRUCTIONS Escrow No. 7547-LK To: FIRST AMERICAN TITLE INSURANCE COMPANY "Escrow Holder" 3625 Fourteenth Street Riverside, CA 92502 Attn: Virginia Nelson Linda Kenaston Telephone: 909-787-1780 THIS AMENDMENT REGARDING EXCHANGE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Amendment") is entered into as of the 7th day of March, 1997 by and among WESSWAY, INC., a California corporation ("Wessway"),THE CITY OF PALM SPRINGS, a municipal corporation ("City"), and JOHN WESSMAN, an individual ("Wessman.") RECITALS A. On or about the 29th day of January, 1997, Wessway and the City entered into and signed an Exchange Agreement and Joint Escrow Instructions ("Exchange Agreement"). (The Exchange Agreement is deemed incorporated herein by reference as though set forth in full and, unless otherwise defined herein, all initially capitalized terms used herein shall have the same meanings as in the Exchange Agreement.) Pursuant to the Exchange Agreement, it was agreed (among other things) that certain property owned by Wessway("Wessway Property") would be conveyed to the City and that certain property owned by the City ("City Property") would be conveyed to Wessway. B. Wessway desires, prior to close of escrow with respect to the Exchange Agreement, to convey the Wessway Property to Wessman and to assign all of Wessway's rights under the Exchange Agreement to Wessman. Wessman has agreed to accept from Wessway such conveyance of the Wessway Property and assignment of rights and the City has agreed to consent to same, upon the terms and conditions specified herein. NOW, THEREFORE, Wessway, the City, and Wessman agree as follows: 1. Wessway hereby assigns all of Wessway's rights under the Exchange Agreement, and Wessman hereby accepts such assignment and assumes responsibility for and agrees to perform all of Wessway's obligations under the Exchange Agreement. 2. Concurrently with the execution of this Amendment, Wessway and Wessman agree to and shall deposit or cause to be deposited with the Escrow Holder (a) a Grant Geed, signed and acknowledged by Wessway and in recordable form (and in form and substance approved by City), pursuant to which Wessway conveys fee title to the Wessway Property to Wessman, a married man as his sole and separate property, and (b) a Quitclaim Deed, signed and acknowledged by Sandra L. Wessman (Wessman's spouse) and in recordable form (and in form and substance approved by City), pursuant to which Sandra L. Wessman quitclaims all of her right, title and interest in and to the Wessway Property to Wessman, a married man as his sole and separate property. Escrow Holder is hereby instructed to hold and record said Grant Deed and Quitclaim Deed in accordance with the provisions of Section 3 below. 3. At close of escrow pursuant to the Exchange Agreement, said Grant Deed shall be recorded and Wessway shall thereby convey the Wessway Property to Wessman, and Wessman shall immediately thereafter grant and convey the Wessway Property to the City. Wessway covenants that title to the Wessway Property shall be conveyed by Wessway to Wessman subject to no exceptions to title other than those approved by the City pursuant to the Exchange Agreement, and Wessman covenants than title to the Wessway Property shall be conveyed by Wessman to the City subject to no exceptions to title other than those approved by the City pursuant to the Exchange Agreement. 4. The City hereby consents to the foregoing actions and assignment. 5. To the extent necessary or expedient, Escrow Holder shall prepare and each party shall sign any additional escrow instructions required to effectuate the provisions herein. Except as amended herein, the Exchange Agreement shall remain in full force and effect as originally written. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written. "Wessway" "City" WESSWAY, INC., THE CITY OF PALM GS a California Corporation _lL! , ' By: John Wessman, Its President C ty Clerk ATTEST: Dated: wz Y !�1/ V City Clerk 2A€'PPClVD 13Y THE CEO � IE ��. I-I (0 "Wessman" John essman Dated: APPROVED AS TO FORM RUTAN& TU`CCKKFR, LLP By — Davi$J--M shire, Esq. City Attorney lr�rtGL ✓�� P-°�PR©VED BY THE CITY C hi 3 Wessway, Inc. . Exchange Agr & Jt Escrow Instructions AGREEMENT #3763 R18962, 1-22-97 EXCHANGE AGP:EEMENT AND .TOINT ES LOW INSTRUCTIONS Escrow No. "MI- Date of 0 enin P of Escrow: To: FIRST AMERICAN TITLE INSUCE COMPANY ( "Escrow Holder" ) '*V 3625 Fourteenth Street Riverside, California 92502 , Attention: -j-i t-ffiF TT=te'2 L✓�✓ rCB�✓�`�d� Escrow Officer Telephone: (909) 787-1700 THIS EXCHANGE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this rr. "Agreement") is entered into as of the % day of Nove-�er, 1=996 by and between WESSWAY, INC. , a California corporation ( "Wessway") and THE CITY OF PALM SPRINGS, a municipal corporation ( "City") . R E C I T A L S• A. Wessway is the owner of that certain real property as legally described on Exhibit "A" attached hereto ( "Wessway Land" ) together with (i) all improvements constructed thereon; (ii) all rights, privileges, easements, licenses and interests appurtenant thereto, including without limitation, all mineral, oil, gas, water and water rights; and (iii) all intangible property owned or held by Wessway in connection with the Wessway Land, including without limitation, development rights, governmental approvals and land entitlements (collectively the "Wessway Property") . B. City is the owner of that certain unimproved real pro- perty as legally described -oh Exhibit "B" attached hereto ( "City Land") together with (i) all improvements constructed thereon; (ii) all rights, privileges, easements, licenses and interests appur- tenant thereto, including without limitation, all mineral, oil, gas, water and water .rights; and (iii) all intangible property owned or held by City in connection with the City Land, including without limitation, development rights, governmental approvals and land entitlements (collectively the "City Property" ) . C. Wessway and City desire to enter into an exchange whereby the Wessway Property will be exchanged for the City Property. The parties intend their exchange to qualify as a tax-deferred exchange pursuant to Internal Revenue Code Section 1031 and corresponding California statutes as are applicable. The Wessway Property and 053/014084-0001/3024958.6 m12/16/96 the City Property are sometimes referred to collectively in this Agreement as the "Properties. " NOW, THEREFORE, Wessway and City agree as follows : TERMS AND CONDITIONS 1. EXCHANGE OF PROPERTIES. Wessway hereby agrees to convey the Wessway Property and the Easement (as defined in Section 5 below) to City in exchange for the City Property and the City agrees to concurrently convey the City Property to Wessway in exchange for the Wessway Property and the Easement plus the sum of SIXTY-NINE THOUSAND FORTH-SEVEN DOLLARS (69, 047. 00) (the "Equity Difference") . 2 . VALUATION AND BALANCING EQUITIES. 2 .1 Valuation of the Properties. For the purposes of this Agreement, the Wessway Property is valued at ONE HUNDRED FIFTY THOUSAND FOUR HUNDRED NINE DOLLARS ($150,409) (the "Wessway Exchange Value") and the City Property is valued at TWO HUNDRED NINETEEN FOUR HUNDRED FIFTY'-SIX DOLLARS ($219 ,459) (the "City Exchange Value") . 2 .2 No Liens. Neither- the Wessway Property nor the City Property are encumbered by any mortgages or deeds of trust evidencing loans secured by the respective Properties . 3 . OPENING OF ESCROW. Within three (3) business days after the execution of this Agreement by the City, the parties shall open an escrow ( "Escrow") with the Escrow Holder by causing an executed copy of this Agree- ment to be deposited with Escrow Holder. Escrow shall be deemed open on the date that a fully executed copy of this Agreement together with the Deposit (as defined in Section 4 . 1) is delivered to Escrow Holder together with the Wessway Deposit ("Opening of Escrow") . 4 . PAYMENT OF EQUITY DIFFEF:ENCE. 4 .1 Wessway Deposit. Concurrently with the opening of Escrow, Wessway shall deposit; in Escrow in good funds, the sum of FIVE THOUSAND DOLLARS ($5, 000) ( "Wessway Deposit") , which shall be applicable to the payment of the Equity Difference. 4 .2 Payment of Balance of Equity Difference. On or before 1:00 p.m. on the business day preceding the Closing Date or such 053/014084-0001/3024958.6 m12/16/96 -2- I earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Wessway shall deposit the Equity Difference less the Wessway Deposit in good funds with Escrow Holder. 4.3 Definition of "Good Funds" . "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, or cash., 5. ACCESS EASEMENT. The Wessway Exchange Value includes not only the fee interest in the Wessway Property but also an access easement across the City Property the location of which is depicted on certain maps and is physically reflected on the City Property by an overgrown black- topped roadway. So that the easement is insurable as part of the insured estate in the City Title Policy, the parties agree that the easement should be properly established in accordance with the Grant of Easement Agreement in the form attached hereto as Exhibit "C" wherein the easement will be granted by Wessway to the City as an easement appurtenant to the Wessway Property and a burden on the City Property and which Easement Agreement shall be recorded immediately following the exchange of the Wessway Property and the City Property as contemplated herein (the "Easement Agreement") . Wessway agrees to retain at his sole cost and expense a civil engineer in order to create a certified legal description for the location of the easement which legal description shall be attached to the Easement Agreement prior to recordation. Wessway shall cause the legal description to be prepared and submitted to the City Engineer within one hundred twenty (120) days of the opening of Escrow for the written approval of the City as well as the Title Company (as defined in Section 8 . 1 below) . It is understood and agreed that the legal description shall locate the easement as closely as possible to the physical site as currently exists but that the width of the easement shall be not less that forty (40) feet (the "Easement") . 6 . ADDITIONAL FUNDS AND DOCUMENTS REQUIRED FROM Wessway AND CITY. 6.1 From Wessway. Wessway agrees that on or before 1: 00 p.m. on the business day preceding the Closing Date, Wessway 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, including without limitation, the following: a. A preliminary change of ownership report completed in the manner required in Riverside County; b. A standard form grant deed conveying the Real Property to Wessway which shall contain a recital that title to the Real Property is conveyed "subject to real property 053/014084-0001/3024958.6 m12/16/96 -3- i taxes and assessments and to all easements, encumbrances, covenants, conditions, restrictions, reservations, rights-of- way, and other matters of record, or which could be determined upon reasonable inspection and investigation of whatever kind or nature" (the "Wessway Grant Deed") ; C. Two (2) duplicate originals of the Easement Agreement; d. Two (2) duplicate originals of a non-foreign affidavit in the form required by Escrow Holder; e. Two (2) duplicate originals of California Form 590-RE real estate withholding exemption certificates in the form required by the Escrow Holder; f. The balance of the Equity Difference; and g. Such funds and other items and instruments as may be reasonably necessary in order for Escrow Holder to comply with this Agreement. 6.2 From Citv. City agrees that on or before 1: 00 p.m. on the business day preceding the Closing Date, City 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, including without limitation, the following: a. A preliminary change of ownership report completed in the manner required in Riverside County; b. A standard form grant deed conveying the City Property 'to Wessway which shall contain a recital that title to the City Property is conveyed "subject to real property taxes and assessments and to all easements, encumbrances, covenants, conditions, restrictions, reservations, rights-of- way, and other matters of record, or which could be determined upon reasonable inspection and investigation of whatever kind or nature" (the "City Grant Deed") • C. A certificate of acceptance as required by Government Code §27281 wherein the City accepts the Wessway Grant Deed; d. A certificate of acceptance as required by Government Code §27281 wherein the City accepts the Easement Agreement; e. Two (2) duplicate originals of a non-foreign affidavit in the form required by the Escrow Holder; 053/014084-0001/3024958.6 ml2/16/96 -4- f. Two (2) duplicate originals of California Form 590-RE Real Estate Withholding exemption certificates in the form required by the Escrow Holder; and g. Such funds and other items and instruments as may be reasonably necessary in order for Escrow Holder to comply with this Agreement. 6.3 Recordation of Grant Deeds. Escrow Holder will cause the documents to be recorded in the following order: (i) the Wessway Grant Deed (with the certificate of acceptance attached thereto) ; (ii) the City Grant Deed; and then (iii) the Easement Deed (with the certificate of acceptance attached thereto) ; when (but, in no event, after the date specified in Section 7 below) it can issue both the City Title Policy and the Wessway Title Policy in the manner described in Section S below, and holds for the account of the respective party the items described here- inbelow to be delivered to said party through Escrow, less costs, expenses and disbursements chargeable to said party pursuant to the terms hereof. The City Grant Deed, the Wessway Grant Deed and the Easement Deed are hereinafter collectively referred to as the "Recorded Documents" . 6.4 Distribution of Documents. Following Close of Escrow, Escrow Holder shall distribute the documents as follows: a. To Wessway• W One (1) certified conformed copy of the City Grant Deed, the original of which shall be mailed to Wessway following :recordation thereof; (ii) One (1) certified conformed copy of the Wessway Grant Deed; (iii) One original copy of the Easement Agreement: and (iv) One (1) certified copy, conformed if recorded, of any other document delivered to Escrow Holder by Wessway or City pursuant to the terms hereof. 053/014084-0001/3024958.6 m12/16/96 -5- b. To City: (i) One (1) certified conformed copy of the Wessway Grant Deed, the original of which shall be mailed to City following recordation thereof; (ii) One (1.) certified copy of the Easement Agreement, the original of which shall be mailed to the City following recordation thereof; (iii) One (1) certified conformed copy of the City Grant Deed; and (iv) One (1) certified copy, conformed if recorded, of any other document delivered to Escrow Holder by City or Wessway pursuant: to the terms hereof. 7 . CLOSING DATE; TIME OF ESSENCE. 7 .1 Closing Date. Escrow shall close on or before one hundred eighty (180) days after the Opening of Escrow ( "Closing Date") . The terms "the Close of Escrow" , and/or the "Closing" are used herein to mean the time Recorded Documents are filed con- currently (but in the order specified in Section 6.3 above) for record by the Escrow Holder in the Office of the County Recorder of Riverside County, California. 7 .2 Time of Essence. Wessway and City each specifically understands that time is of the essence of each and every term of this Agreement and Wessway and City 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. 8. TITLE POLICY. 8.1 Title Policy to be Issued to Wessway. When Escrow Holder holds for Wessway the City Grant Deed executed and acknowledged by City covering the City Property, Escrow Holder shall cause to be issued and delivered to Wessway as of the Close of Escrow an ALTA standard coverage (not extended) owner' s policy of title insurance ( "Wessway Title Policy" ) , or, upon Wessway' s request therefor, an ALTA standard coverage owner' s policy of title insurance with ex- tended coverage, issued by First American Title Insurance Company (the "Title Company") , with liability in an amount equal to the City Exchange Value, covering the City Property and showing title vested in Wessway free of encumbrances, except: a. All nondelinquent general and special real property taxes and assessments for the current fiscal year; 053/014084-0001/3024958.6 .12116/96 -6- b. Those easements, encumbrances, covenants, condi- tions, restrictions, reservations, rights-of-way and other matters of record to the extent applicable to the City Property as shown as Exceptions 2 through 8, inclusive, on that certain Preliminary Title Report No. 2048976 issued by the Title Company dated as of February 14, 1996; C. The Easement; d. The standard printed exceptions and exclusions contained in the ALTA form policy; e. Any exceptions created or consented to by Wessway, including without limitation, any exceptions arising by reason of Wessway' s possession of or entry on the City Property. 8.2 Title Policy to be Issued to City. When Escrow Holder holds for the City the Wessway Grant Deed covering the Wessway Property and the Easement Deed both executed and acknowledged by Wessway, Escrow Holder shall cause to be issued and delivered to City as of the Close of Escrow an ALTA standard coverage (not extended) owner' s policy of title insurance ( "City Title Policy") , or, upon City's request therefor, an ALTA standard coverage owner' s policy of title insurance, issued by Title Company, with liability in the amount of the Wessway Exchange Value, covering the Wessway Property and the Easement (it is understood that the Easement will need to be added to the final policy as part of the insured estate) and showing title vested in the City free of encumbrances, except: a. Those easements, encumbrances, covenants, condi- tions, restrictions, reservations, rights-of-way and other matters of record shown as Exceptions 2 through 5, inclusive, on that certain Pro Forma Policy No. 2062845 issued by the Title Company sent with a letter by Jeff Dahlen dated October 25, 1996 to the extent applicable to the Wessway Property; b. The standard printed exceptions and exclusions contained in the ALTA form policy; and C. Any exceptions created or consented to by City, in- cluding without limitation, any exceptions arising by reason of City's possession of or entry on the Wessway Property. No general or special real property taxes shall be shown on the City Title Policy. 8.3 Supplemental Title Reports. Upon the issuance of any amendment or supplement to either of the preliminary title reports referenced in Sections 8 . 1 and 8.2 above, the party who is ac- quiring the property which is the subject of the supplemental report shall have the right to review and approve any such revised report which approval shall be delivered in writing to the other party within five (5) business days of receipt of the supplemental report. If such supplemental report is disapproved by the ac- 053/014084-MI/3024958.6 m12/16/96 -7- quiring party within the time specified, the transferring party shall have five (5) days after receipt of the disapproval notice to notify in writing the acquiring party of its intention to remove the disapproved matter. If the transferring party is unable or refuses to so remove the matter, then the acquiring party shall have five (5) business days to elect in writing to proceed with the closing of Escrow and to accept said title matter or to terminate the Escrow. Failure of the acquiring party to deliver said notice within the specified time period, shall be deemed an election to terminate the Escrow. A copy of all notices specified in this Section 8 .3 shall be sent concurrently to the Escrow Holder. 9 . CONDITIONS PRECEDENT TO CLOSE OF ESCROW. 9 .1 Conditions to Wessway's Obligations. The obligations of Wessway under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Wessway of each of the following conditions precedent: a. The Title Company will issue the Wessway Title Policy as required by Section 8 . 1 of this Agreement insuring title to the City Property vested in Wessway or other vestee designated by Wessway for vesting purposes only. b. Escrow Holder holds and will deliver to Wessway the instruments and funds, if any, accruing to Wessway pursuant to this Agreement. C. All representations and warranties of the City specified in Section 12 .2 are true and correct. d. Wessway was approved the condition of the City Property in accordance with Section 12 . e. Wessway' s approval or waiver of any other conditions specified in this Agreement. f. City shall not be in default of any term or condition of this Agreement. Wessway's approval shall be based upon Wessway' s reasonable dis- cretion, provided, however, if Wessway has not delivered written notice of disapproval with explanation of the above conditions and written notice of termination of this Agreement and the Escrow to City and Escrow Holder by the times provided, or if no time is provided, on or before the Close of Escrow, each such condition shall automatically and conclusively be deemed to have been ap- proved by Wessway. In the event that Wessway disapproves of any of the foregoing conditions and timely delivers written notice of termination of this Agreement and the Escrow to City and Escrow Holder, City, at City' s option, shall have a period of thirty (30) days following Wessway' s notice, to resolve to Wessway' s reasonable satisfaction the matter (s) disapproved by Wessway, in which event 053/0140844MI/3024958.6 m12/16/96 -8- Wessway's notice of termination shall be null and void. If City does not resolve the matters disapproved by Wessway within said thirty (30) day period or if City sooner gives written notice to Wessway and Escrow Holder that City does not intend to resolve such matters within such thirty (30) day period, then this Agreement shall terminate. In the event Wessway is not in default of this Agreement and timely terminates this Agreement based on reasonable disapproval of one or more of the foregoing conditions in the manner provided herein, Wessway shall be entitled to refund of the Wessway Deposit, less any escrow or title cancellation fees. If requested by Escrow Holder or City, Wessway shall deliver to Escrow Holder and City written notice of satisfaction or deemed satis- faction of the conditions set forth in this Section 9 .1. 9 .2 Conditions to City"s Obligations. The obligations of City under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by City of each of the following conditions precedent: a. The Title Company will issue the City Title Policy as required by Section 8 .2 of this Agreement insuring title to the Wessway Property and the Easement vested in City or other vestee designated by City for vesting purposes only. b. Wessway shall have cause the legal description for the Easement to have been created pursuant to Section 5 of this Agreement and same shall have been approved by both the City and the Title Company. C. Escrow Holder holds and will deliver to City the instruments and funds, if any, accruing to City pursuant to this Agreement. d. All representations and warranties specified in Section 12 . 1 are true and correct. e. City has approved the condition of the Wessway Property in accordance with Section 12 . f. City' s approval or waiver of any other conditions specified in this Agreement. g. Wessway shall not be in default of any term or condition of this Agreement. City' s approval shall be based upon City's reasonable discretion, provided, however, if City has not delivered written notice of disapproval with explanation of the above conditions and written notice of termination of this Agreement and the Escrow to Wessway and Escrow Holder by the times provided, or if no time is provided, on or before the Close of Escrow, each such condition shall auto- matically and conclusively be deemed to have been approved by City. In the event that City disapproves of any of the foregoing con- ditions and timely delivers written notice of termination of this O57/014084-0001r3024958.6 m12/16/% -9- Agreement and the Escrow to Wessway and Escrow Holder; Wessway, at Wessway' s option, shall have a period of thirty (30) days following Wessway's notice, to resolve to City' s reasonable satisfaction the matter (s) disapproved by City, in which event City's notice of termination shall be null and void. If Wessway does not resolve the matters disapproved by City within said thirty (30) day period or if Wessway sooner gives written notice to City and Escrow Holder that Wessway does not intend. to resolve such matters within such thirty (30) day period, then. this Agreement shall terminate. if requested by Escrow Holder or Wessway, City shall deliver to Escrow Holder and City written notice of satisfaction or deemed satisfaction of the conditions set forth in this Section 9 .2 . 10. ESCROW PROVISIONS. 10.1 Escrow Instructions. This Agreement, when signed by Wessway and City, shall also constitute escrow instructions to Escrow Holder, and such :instructions shall consist of the provisions of Sections 1 through 10, inclusive, 14 and 15 . 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, Wessway and City 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. 10.2 General Escrow Provisions. Escrow Holder shall deliver the Wessway Title Policy to the Wessway and instruct the Riverside County Recorder to mail the City Grant Deed to Wessway at the address set forth in Section 15 . 12 after recordation. Escrow Holder shall deliver the City Title Policy to the City and instruct the Riverside County Recorder to mail the Wessway Grant Deed and the Easement Deed to the City at the address set forth in Section 15 .12 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Riverside County, Califor- nia, 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. 10.3 Proration of Real Property Taxes. All nondelinquent general and special real property taxes on the Properties 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 Wessway Property, such proration shall include only taxes attributable to the Wessway Property, calculated in terms of total gross square feet of land assessed pursuant to 053/014084-Ml/3024958.6 m12/16/96 _10- the tax statement versus total gross square footage of the Wessway Property. Any supplemental tax bills for the Wessway Property received after Close of Escrow shall be paid by Wessway to the extent they relate to a period prior to Close of Escrow. If a supplemental tax bill covers a period commencing before and con- tinuing after Close of Escrow, the party named in the bill will pay the tax and the other party shall reimburse the first party its pro rata share within thirty (30) days after receipt of a copy of the tax bill and evidence of the second party's payment of same. The provisions of this Section 10.3 shall survive Close of Escrow. If Wessway fails to pay its pro rata share of taxes by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at five percent (5%) over the Federal Discount Rate quoted by the :Federal Reserve Bank of San Francisco on the 25th day of the month preceding the date interest commences to accrue. 10.4 Payment of Costs. Wessway shall pay one-half of the Escrow fee, the charges for recording both City Grant Deed and the Easement Agreement, and the title policy premiums for Wessway Title Policy (provided however, that if the City shall elect to require the ALTA extended coverage policy, the City shall be responsible to obtain at its sole cost and expense -the ALTA survey and to pay for the additional premium cost over the cost for the non-extended coverage policy) . The City shall pay one-half of the Escrow fee, the charges for recording the Wessway Grant Deed, and the title policy premiums for the City Title Policy (provided however, that if Wessway shall elect to require the ALTA extended coverage policy, Wessway shall be responsible to obtain at its sole cost and expense the ALTA survey and to pay for the additional premium cost over the cost for the non-extended coverage policy) . All other costs of Escrow not otherwise specifically allocated by this Agreement shall be apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder. 10.5 Termination and Cancellation of Escrow. Time is of the essence of this Agreement. If Escrow fails to close as provided above, Escrow shall terminate, automatically without further action by Escrow Holder or any party, and Escrow Holder is instructed to return all funds and documents then in Escrow to the respective depositor of the same with Escrow Holder; provided that any document which has been signed by a party who is not to receive the return of such document, shall be marked "void and of no force or effect" by Escrow Holder before it is delivered. Cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights Wessway or City may have against each other arising from the Escrow or this Agreement. All termination and cancel- lation fees shall be paid by Wessway and shall be deducted from the Wessway Deposit, provided, however, that if the termination is the result of a default by the City, said termination and cancellation fees shall be the responsibility of the City. 10. 6 Information Report. The "Reporting Person" within the meaning of Treasury Regulation Section 1. 6045-4 (e) (5) with respect 053/014084-0001/3024958.6 m12/16/96 to the transactions contemplated by this Agreement shall be Escrow Holder. It is agreed that Escrow Holder is an eligible person under Section 1. 6045-4 (e) (5) (ii) of said Regulations. Escrow Holder hereby agrees to be responsible for complying with the reporting and other requirements of Internal Revenue Code Section 6045 (e) and the income tax regulations promulgated thereunder. Pursuant to said regulations, the address for the transferor and transferee are as set forth for City and Wessway respectively in Section 14 . 13, and the identifying information regarding the real estate transferred is the legal description for each Property set forth on Exhibit "All and/or Exhibit "B" , respectively, attached hereto. Escrow Holder agrees to file the form required by said regulations between the end of the calendar year in which the Close of Escrow occurs and February 28 of the following calendar year. Wessway and City agree (i) to cooperate with Escrow Holder and with each other in completing any report and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045 (e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-5 as such may be hereinafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto; (ii) that Wessway and City, their respective employees and attorneys, and Escrow Holder and its employees may disclose to the Internal Revenue Service, any information regarding this Agreement or the transaction contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045 (e) ; (iii) that neither Wessway nor City shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information; and (iv) to retain this Agreement for at least four (4) years following the close of the calendar year in which the Close of Escrow occurs. 11. BROKERAGE COMMISSIONS. Each party hereto represents and warrants to the other that no third party is entitled to a broker' s commission and/or finder' s fee with respect to any portion of the transaction contemplated by this Agreement. Each party agrees to indemnify and hold the other harmless from and against all. liabilities, costs, damages and ex- penses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a broker' : commission and/or finder' s fee. 057/014084-MI/7024958.6 m12/16/96 -12- 12. INSPECTIONS AND REVIEW; DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES. 12 .1 Entry and Investigation of Subject Property. 12 .1.1 Definitions. For purpose of this Section 12 .1, the following terms shall be defined as follows: a. "Inspecting Party" shall mean the party that is acquiring a Property under this Agreement. b. "Owner" shall mean the owner of each Property which is the subject of this Agreement. C. "Owner' s Property" shall mean the Property under this Agreement that is owned by the Owner. 12 .1.2 License to Enter. Provided that the Inspecting Party is in compliance with the provisions of this Section 12 .1, the Owner grants to the Inspecting Party, its agents and employees, a license to enter upon any portion of the Owner's Property for the purpose of conducting engineering surveys, investigations, soils tests and other studies. The: limited license herein granted shall be co-extensive with the tern of this Agreement. 12 .1.3 Liens. The Inspecting Party shall promptly pay and discharge all demands for payment relating to the construction of any improvements on the Owner' s Property caused by the In- specting Party and take all other steps to avoid the assertion of claims or lien against the Owner' s Property or said improvements . In the event a claim or lien is recorded with respect to any improvement or the Owner' s Property, the Inspecting Party, within twenty (20) days of such recordation, at Owner' s option, shall either: (1) Record or deliver a surety bond sufficient to release such claim or lien in accordance with applic- able law; or (2) Provide Owner with such other assurance as Owner may require for the payment of the claim or lien. 12.1.4 Notice of Non-Responsibility. Owner may elect to record and post notices of non-responsibility from time to time on and about the Owner' s Property. 12.1.5 Indemnity. Inspecting Party hereby agrees to indemnify, and hold Owner free and harmless from and against any and all losses, damages (whether general, punitive or otherwise) , liabilities, claims, causes of action (whether legal, equitable or administrative) , judgments, court costs and legal or other expenses (including attorneys' fees) which Owner may suffer or incur as a direct or indirect consequence of Inspecting Party' s exercise of the license granted pursuant to Section 12 . 1.2 above or any act or 053/014084-0001/3024958.6 .12/16/96 -13- omission by Inspecting Party, any contractor, subcontractor or material supplier, engineer, architect or other person or entity, except Owner, with respect to Owner's Property. Owner' s rights of indemnity shall not be directly or indirectly limited, prejudiced, impaired or eliminated in any way by any finding or allegation that Owner' s conduct is active, passive or subject to any other classi- fication or that Owner is directly or indirectly responsible under any theory of any kind, character or nature for any act or omission by the Inspecting Party or any other person or entity, except Owner. Inspecting Party shall pay any indebtedness which In- specting Party is determined by the judgment of a court of competent jurisdiction (sustained on appeal, if any) personally arising under said indemnity to Optionor immediately upon such determination together with interest thereon from the date such indebtedness arises until paid at the maximum rate of interest allowed by law. Inspecting Party's duty to indemnify Owner shall survive termination of this Agreement. 12 .2 Disclaimer of Representations and Warranties. 12 .2 .1 By Wessway. Wessway acknowledges that it has had an adequate opportunity to inspect the City Property and to investigate its physical characteristics and conditions, and hereby waives any and all objections to the physical characteristics and conditions of the City Property which would be disclosed by such inspection. Wessway acknowledges that neither City nor any of its employees, agents or representatives has made any representations, warranties or agreements to or with Wessway on behalf of City as to any matters concerning the City Property, the present use thereof, or the suitability of Wessway' s intended use of the City Property. The foregoing disclaimer includes, without limitation, topography, climate, air, water rights, utilities, present and future zoning, soil, subsoil, existence of hazardous waste or similar substances, purpose to which the City Property is suited, drainage or access to public roads. Wessway further acknowledges and agrees that the City Property is to be purchased, conveyed and accepted by Wessway in its present condition, "AS-IS" , and that no patent or latent physical condition of the City Property, whether or not known or discovered, shall affect the rights of either party hereto. Wessway has investigated and has knowledge of operative or imposed governmental laws and regulations (including, but not limited to, zoning, environmental, including specifically the regulations of the Environmental Protection Agency, and land use laws and regulations) to which the City Property may be subject, and is acquiring the City Property on the basis of its review and determination of the application and effect of such laws and regulations. Wessway has neither received nor relied upon any representations concerning such laws and regulations made by City, City' s employees, agents, or any person acting under or on behalf of City. Any agreements, warranties or representations not expressly contained in this Agreement shall in no way bind City. 053/014084-0001/3024958.6 m12/16/96 -14- i • 12 .2 .2 By City. City acknowledges that it has had an adequate opportunity to inspect the Wessway Property and to investigate its physical characteristics and conditions, and hereby waives any and all objections to the physical characteristics and conditions of the Wessway Property which would be disclosed by such inspection. City acknowledges that neither Wessway nor any of its employees, agents or representatives has made any representations, warranties or agreements to or with City on behalf of Wessway as to any matters concerning the Wessway Property, the present use thereof, or the suitability of City' s intended use of the Wessway Property. The foregoing disclaimer includes, without limitation, topography, climate, air, water rights, utilities, present and future zoning, soil, subsoil, existence of hazardous waste or similar substances, purpose to which the Wessway Property is suited, drainage or access to public roads. City further ack- nowledges and agrees that the! Wessway Property is to be purchased, conveyed and accepted by City in its present condition, 11AS-IS11 , and that no patent or latent physical condition of the Wessway Property, whether or not known or discovered, shall affect the rights of either party hereto. City has investigated and has knowledge of operative or imposed governmental laws and regulations (including, but not limited to, zoning, environmental, including specifically the regulations of the Environmental Protection Agency, and land use laws and regulations) to which the Wessway Property may be subject, and :is acquiring the Property on the basis of its review and determination of the application and effect of such laws and regulations . City has neither received nor relied upon any representations concerning such laws and regulations made by Wessway, Wessway' s employees, agents, or any person acting under or on behalf of Wessway. Any agreements, warranties or represen- tations not expressly contained in this Agreement shall in no way bind Wessway. 13 . POSSESSION. 13 .1 Of the Wessway Property. Possession of the Wessway Property shall be delivered to City as of Close of Escrow. In the event any personal property remains on the Wessway Property fol- lowing the Close of Escrow, it shall automatically become the property of City. 13 .2 Of the City Property. Possession of the City Property shall be delivered to Wessway as of Close of Escrow. In the event any personal property remains on the City Property following the Close of Escrow, it shall automatically become the property of Wessway. 0531014084-OOOW024958.6 m12/16/96 14. REMEDIES FOR DEFAULT. 14.1 Exclusive Remedy. In the event either party materially breaches this Agreement, the other party shall be entitled to obtain equitable relief including, but not limited to, specific performance, mandatory and prohibitory orders and injunctions in order to restrain, prevent or reverse such material breach or, alternatively, the non-defaulting party may elect in writing to terminate this Agreement and Escrow. Notwithstanding anything to the contrary contained herein., both parties hereby expressly agree that each party expressly waives the right to seek damages from the other party in the event of a default by said party under this Agreement or any action relating to this Agreement or the subject matter of this Agreement. This foregoing limitation on remedies shall not apply to recovery of damages under the indemnity provisions set forth in this Agreement. 14.2 Documents to Reflect Termination. Although the rights granted herein shall automatically terminate as set forth herein, each party nonetheless agrees to execute, acknowledge and deliver to the other party within ten (10) days after request therefor, any quitclaim deed or other documents required by a reputable title company to remove any cloud from the title to the respective Property upon expiration or germination of such rights hereunder. If either party fails to deliver such quitclaim deed or other documents as herein required, the other party shall have all rights and remedies granted by law or equity. This covenant shall survive termination of this Agreement for any reason. Each party hereby agrees to indemnify, defend and hold the other party harmless for any loss, liability, action, fee or charge resulting from or arising out of its failure to deliver such quitclaim deed or other documents as herein required. 15. MISCELLANEOUS. 15.1 Assignment. Wessway shall not have the right to assign this Agreement or any interest or right under this Agreement or under the Escrow without the prior written consent of the City. In the event the City consents to an assignment, in no event shall Wessway be released of liability in the event of an assignment or nomination. Any such assignment shall be conditioned upon the assignee assuming in a form satisfactory to the City all of the duties and obligations of the Wessway hereunder occurring or accruing after said assignment becomes effective. Notwithstanding the foregoing, Wessway may elect to nominate another person or entity to take title to all or a portion of the City Property without the prior written consent of City provided, however, that Wessway notifies the City and Escrow Holder in writing of such nomination and provided further that the nominee agrees to execute the Easement Deed as may be required to effect same. 053/014084-0001/3024958.6 m12/16/96 -1(- 15.2 Successors and Assi Ins. This Agreement shall be binding upon the parties hereto and their respective heirs, representa- tives, transferees, successors and assigns. 15.3 Qualification; Authority. Wessway represents and warrants that it is duly formed, is authorized to do business in the State of California and that it has been duly authorized to enter into and perform this Agreement. 15.4 Attorneys' Fees. If either party to this Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief: which may be granted, shall be en- titled to reasonable attorney' s fees and expert witness fees. Attorney's fees shall include reasonable costs for investigating such action, conducting discovery, and all other necessary costs the court allows which are incurred in such litigation. 15.5 Interpretation. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender,and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 15.6 Legal Actions. The: Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement,, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Service of process on City shall be made in the manner required by law for service on a public entity. Service of process on Wessway shall be made in any manner permitted by law and shall be effective whether served within or outside of California. 15.7 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party' s consent to or approval of any act by the other party requiring the party' s consent or approval shall not be deemed to waive or render unnecessary the other party' s consent to or approval of any subsequent act . Any waiver by either party of any default must be 053/014084-0001/3024958.6 m12/16/96 -17- in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 15. 8 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 15.9 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, 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. 15.10 Merger of Prior Agreements and Understandings. This Agreement, and other documents incorporated herein by reference contain the .entire understanding between the parties relating to the transaction contemplated hereby and all prior or contempor- aneous agreements, understandings, representations, correspondence and statements, oral or written, are merged herein and shall be of no further force or effect. 15.11 Covenants to Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow and, subject to the limitations on assignment contained in Section 15 . 1 above, shall be binding upon and inure to the , benefit of the parties hereto and their representatives, heirs, successors and assigns. 15.12 Notices. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit .in the United States mail, registered or certified; (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii) ; in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto: To City: THE CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 Attn: City Manager 0531014084-0001/3024958.6 m12/16/96 -1 8- ! ! Copy to: RUTAN & TUCKER LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: David Aleshire, Esq. Anne Lanphar, Esq. To Wessway: WESSWAY, INC. 1555 S. Palm Canyon Drive Suite G106 Palra Springs, CA 92264 Attn: John Wessman Copy to: SELLER, EALY, HEMPHILL & BLASDEL LLP 698414 Highway 111 Suite K Rancho Mirage, CA 92270 Attn: W. Kurt Ealy, Esq. 15.13 Non-Liability of City Officers and Employees. No officer, official, member, employee, agent, representative, or volunteer of the City shall be personally liable to Wessway, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to Wessway or his successor, or for breach of any obligation of the terms of this Agreement. 15.14 Conflict of Interest. No officer, official, member, employee, agent, representative, or volunteer of the City shall have any financial interest, direct or indirect, in this Agreement, participate in any decision relating to this Agreement which affects his or her financial interest or the financial interest of any corporation, partnership or association in which he or she is interested, in violation of any Federal, State, or City statute, ordinance, or regulation. 15.15 Covenant Against Discrimination. Wessway covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race„ color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. 15.16 No Partnership Created. The relationship of Wessway and City hereunder is that of Seller and Buyer and vice versa, and none of the provisions of this Agreement are intended to or do create a partnership or joint venture or relationship other than seller and buyer. 15.17 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 053/014084-0001/3024958.6 .12/16/96 -1 9- 15.18 Exhibits. Exhibits "A" , and "C" attached hereto, are incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Exchange Agreement and Joint Escrow Instructions as of the date set forth above. "Wessway" WESSWAY, INC. , a California corporation By: Its "City" THE CI Y OF PALM S Dated: ��t�ti �? r) (I By: Its ATTEST: City Clerk APPROVED AS TO FORM RUTAN & TUC ER LIP Epp , f �. a -7 By: _"__ r �� j� /' h e`er 7(C'3 David J.Plleshire, Esq. , City Attorney 053/014084-0001/3024958.6 .12116/96 -2 0- ESCROW HOLDER'S ACCEI?TANCE OF ESCROW INSTRUCTIONS Escrow Holder hereby accepts this Exchange Agreement and Joint Escrow Instructions from City and Wessway and agrees to act as Escrow Holder in accordance with the terms and provisions set forth herein. 11 Dated: o? -b Q . . FIRST AMERICAN TITLE INSURANCE COMPANY By: Authorized 6fficer 053ro140844*01/3024958.6 .12116196 -21- EXHIBIT "A" DESCRIPTION OF WESSWAY LAND That certain real property located in the City of Palm Springs, County of Riverside, State of California as more particularly described as follows : The Westerly 600 .00 feet of the following described parcel; THAT PORTION OF SECTION 27, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN„ DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEASTERLY CORNER OF LOT(S) 25 OF PALM CANYON ESTATES, AS SHOWN BY MAP ON FILE IN BOOK 18 PAGE( S) 54, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE WESTERLY ON THE NORTHERLY LI14E OF SAID LOT 25, 125 FEET TO THE NORTHWESTERLY CORNER THEREOF;. THENCE NORTH 72°0 ' WEST, 150 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 72°0 ' EAST, 150 FEET TO THE NORTHWESTERLY CORNER OF SAID LOT 25; THENCE SOUTHEASTERLY ALONG THE WESTERLY LINE OF SAID PALM CANYON ESTATES TO THE SOUTHWESTERLY CORNER OF LOT 23 OF SAID TRACT; THENCE SOUTH 0003 ' WEST, 200 FEET TO THE SOUTHWESTERLY CORNER OF A PARCEL OF LAND CONVEYED TO W.G. THROOP, BY DEED RECORDED OCTOBER 26, 1945, IN BOOK 701, PAGE 505 , OFFICIAL RECORDS, THENCE WESTERLY AND PARALLEL WITH THE SOUTHERLY LINE OF SAID SECTION 27 TO THE EASTERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTION; THENCE NORTHERLY ALONG SAID EASTERLY LINE OF SAID SOUTHWEST QUARTER TO THE NORTHEAST CORNER OF SAID SOUTHWEST QUARTER; THENCE EASTERLY ALONG THE NORTHERLY LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 760 FEET; THENCE SOUTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID SECTION 550 FEET; THENCE EASTERLY 650 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXHIBIT "A" TO EXCHANGE .AGREEMENT AND JOINT OM/014084-MI/3024958.6 m=1W96 ESCROW INSTRUCTIONS by y ro „1 Q O � O N /aJ ( t5 1�lItri 9111, tz I II ,I I 9 Sri y I �^ � MFa•M�TXVIL)'�4r,M Pr�,�l \ 1 •� I• I -- ' �I y 19 SS A er:r I e'aN YS>R 4'GIl:Y9 N-Me' .a }�1 •l -Maya \ I 10 I i_ 1 I r�i I .Xt'M�t • w I I �•,'T _ /`\ 6'�l�!l+C�o'_y'a I��-Ord\\\�® \ OaZ' • EXHIBIT "B" • c DESCRIPTION OF CITY LAND PARCEL A: 14 ACRE MORE OR LESS: APN. No. 513-055-007 All that portion of the East one half of Section 27, Township 4 South, Range 4 East, San Bernardino Base and Meridian, described as .follows; Beginning at the most Southwesterly corner of Lot 70 of Palm Canyon Mesa Tract unit No. 2 as recorded in Map Book 16, pages 41 and 42, Records of Riverside County California; Thence Westerly and parallel to the ease/west center section line of said Section 27, to a point that is 760. 00 feet Easterly of the West line of the East one half of said Section 27; Thence Southerly and parallel with the Easterly line of said Section 27 to the North line of the Southeast one quarter of said Section 27 and the most Northeast corner of that certain parcel conveyed to Wessway Inc. , by Instrument No. 230466, recorded June 21, 1996, Official Records of Riverside County, California; The following two courses being along the Easterly and Northerly lines of said Wessway Inc. parcel, thence continuing Southerly and parallel with the Easterly line of said Section 27 to an angle point in said Wessway Inc. boundary line; Thence Easterly and parallel to said east/west center section line to the Northwesterly line of that certain parcel conveyed to Walter R. Illick and Margaret E. Illick by deed recorded April 5, 1941 in Book 496, Page 428 of Official Records of Riverside County; Thence Northeasterly along the Northwesterly line of said Illick parcel to the northwesterly corner thereof; Thence leaving said Illick ]parcel in a Northeasterly direction to the Southwest corner of Lot 66 of said Palm Canyon Mesa Tract Unit No. 2; Thence along the Westerly line of said Palm Canyon Mesa Tract No. 2, to the point of beginning. Excepting therefrom that portion conveyed to Palm Springs Water Company, for reservoir site, by deed recorded December 5, 1944 in Book 655, Page 178 of official Records of Riverside County Records. Prepared By S.7/,4A/ , INC. 7 o Sa orn, P.L.S. 4146, December 23, 1996 W.0. 96-178 EXHIBIT "B" TO EXCHANGE .AGREEMENT AND JOINT ESCROW INSTRUCTIONS OM/014094-MMa74959.6 mIV161% Page 1 of 2 ' EXHIBIT "B" DESCRIPTION OF LAND PARCEL B: 0.42 ACRE SITE: APN No. 51:3-044-008 All that portion of the Southeast one quarter of Section 27, Township 4 South, Range 4 East, San Bernardino Base and Meridian, described as follows; Beginning at the most Westerly corner of Lot 66 of Palm Canyon Mesa Tract Unit No.2 as recorded in Map Book 16, pages 41 and 42 , Records of Riverside County;; Thence South 53 15 ' East along the Southerly line of said Lot 66 a distance of 145 .50 feet to the Southeast corner of said Lot 66 and the westerly line of Camino Del Monte as shown on said map of Palm Canyon Mesa Tract Unit No. 2; Thence Southerly on said Westerly line of Camino Del Monte to the Northeast corner of that certain parcel conveyed to Walter R. Illick and Margaret Illick :by deed recorded April 5, 1941 in Book 496 at Page 428 of Official Records of Riverside County; Thence Westerly along the Northerly line of said Illick parcel to the Northwest corner of said parcel; Thence leaving said Illick parcel in a Northeasterly to the Southwest corner of Lot 66 of said Palm Canyon Mesa Trace Unit No. 2 and the point of beginning. Prepared By r �, r o. LS411 SANBORN A/E, INC. » EXP. 6-30 IL. 'Sanborn, P.L. S. 4146 f/ December 16,1996 W.O. 96-178 F:\DATA\96DATA\JGBS\LEGALS\96-17LLG.7it EXHIBIT NBN EXCHANGE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Page 2 of 2 For. Ei:Z SEC2T, T4S. F, -E. O I f I � hY - - - - - - - - -- - - - - - pi y 1 � Z^'P--- r� � `-ifr--+"-•/ nr�t�..�1+Yr.T : ..�_. ��` W G 1 II yr9,� . PARCII.A 145 I 2r I � j I ;\✓ I � el — = I — ,.c1 /E I 17 3 1rt „r H •T , I IIVIVaSI AI Iz.]m i O Y �l EXHIBIT 'C' LEGAL DESCUMON OF EASEMENT AREA An easement for road way and utilities over, across or under, 40. 00 feet in width the center line of which is described as follows; All that portion of the East one half of Section 27, Township 4 South, Range 4 East, San Bernardino Base and Meridian, described as follows; Commencing at the most Southerly corner of Lot 66 and on the Northwesterly right-of-way line of Camino Del Monte (Lot C) of Palm Canyon Mesa Tract unit No. 2 as recorded in Map Book 16, pages 41 and 42 , Records of Riverside: County California; The following two courses being along said Northwesterly right-of- way; Thence South 360-45 '-00" West a distance of 3 . 10 feet to the beginning of a tangent curve concave easterly and having a radius of 84.49 feet; Thence Southwesterly along said curve through a central angle of 140-01' -32" and a length of 20. 68 feet to THE TRUE POINT OF BEGINNING; Thence South 830-10 '-00" West a distance of 217. 09 feet to the beginning of a tangent curve concave Northerly and having a radius of 100 . 00 feet; Thence Northwesterly along said curve through a central angle of 260-30 '-00" and a length of 46 .25 feet; Thence tangent North 650-20 ' -00" West a distance of 140 .73 feet to the beginning of a tangent curve concave Northeasterly and having a radius of 100. 00 feet; Thence northwesterly along said curve through a central angle of 430-20 ' -00" and a length of 75. 63 feet; Thence North 220-00 '-00" West a distance of 97. 05 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 200 . 00 feet; Thence Northwesterly along said curve through a central angle of 550-30 ' -00" and a length of 193 .73 feet; EXHIBIT 'C' TO EXCHANGE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Page 1 of 3 EXHIDrr "C" LEGAL DESCRIPTION OF EASEMENT AREA Thence tangent North 770-30 ' -00" west a distance of 276.21 feet to the beginning of a tangent curve concave Southeasterly and having a radius of 80. 00 feet; Thence Southwesterly along said curve through a central angle of 920-30 '-00" and a length of 129. 15 feet; Thence tangent South 100-00 "-00" West a distance of 24 .59 feet to the beginning of a tangent curve concave Easterly and having a radius of 65. 00 feet; Thence Southerly along said curve through a central angle of 550-00 '-00" and a length of 62 . 40 feet; Thence tangent South 450-001'-00" East a distance of 33 . 28 feet to the beginning of a tangent curve concave Northeasterly and having a radius of 65. 00 feet; Thence Southeasterly along :said curve through a central angle of 380-00 ' -00" and a length of 43 . 11 feet; Thence tangent South 830-00 '-00" East a distance of 75.81 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 70 . 00 feet; Thence Southeasterly along said curve through a central angle of 170-00 ' -00" and a length of 20.77 feet; Thence tangent South 660-00 '-00" East a distance of 62 . 04 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 60. 00 feet; Thence Southerly along said curve through a central angle of 980-00 '-00" and a length of 102 . 63 feet; Thence tangent South 320-00 '--00" West a distance of 120.48 feet to the beginning of a tangent curve concave Northwesterly and having a radius of 60 . 00 feet; Thence Southwesterly along said curve through a central angle of 480-00 ' -00" and a length of 50. 27 feet; Thence tangent South 800-00 ' -00" West a distance of 80 .42 feet to the beginning of a tangent curve concave Southeasterly and having a radius of 50. 00 feet; EXMrr "C" TO EXCHANGE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Page 2 of 3 EXHBIr •C• LEGAL DESCRIPTION OF EASEMENT AREA Thence Southwesterly along said curve through a central angle of 840-06 ' -26" and a length of 73 .40 feet; Thence North 790-00 '-00" West a distance of 177.72 feet to a point that is 600. 00 feet easterly, of the West line of said East one half of Section 27. Prepared By SANBO A/E, INC. Jofin L. Sanborn, P.L.S. 4146 License Expires 6/30/2000 January 7, 1997 W.0. 96-178 F:\DATA\960ATA\JOBS\LEGALS\96-17$LD.EAS EXHIBIT 'C' TO EXCHANGE AGREEMENT ANDTOINT ESCROW INSTRUCTIONS Page 3 of 3 513- 44 rc.a, crr_oo.5 .� or/-o(e For. E112 SEC27, T,45., RAE. bun Tca' F. Ink W .� °�• I u9- " 4 y I 34 , S9 is 40 Z O , + I 719 '4n i N l4 w I IG W taL VI•..,a - - O "'�Il�• __ LA'.O�WI1w4L - �aanm _ - _ _ � � _ � - _.� _ _ -- _ _ - _ .I i 4/ o R., fr..R CiWI Nf•� IfK�.il� U'.�' ( 1 itll.- B• _ v /w-n� "PALA' G1NYew[Sr, I �' ' 3 warr....«ti..t12L91).r.21a L9,y 1 ' e se Car. I u v.mt1 ' O 2 1lp 1 aes.9f • I6.A:! I I w II{ Mf}•)f le'f )f}O •� 45 A-S 76.45'00•W,3.10 h M.S 45.M.00' 1 33.21 h ••- - C-R 6/.}9 l,A 14.017.09 rL 0.6th N-R63-M'00'Jt•Do'00',tl.l1h aae ?• C-S 16'la'CO-W.217.09 h O-S/J'W'00'P,]S.tl A ' Oe/f13LD O-R 100001.A 26'W00%46.25 h- P-R 70.0O R,A 17.00 00%20.77 rL - - - M.f!36/41,42 19/34 P-N 65 20.00'W,140-71 IL Q-S 66'%'00'V.62.04 IL 2/�' R,5.S0/r3,si/)r, SJ/3I F- f Cer A 22- A, '6J'20.5& 75.67 h It- 2* ' 'W, 110'00', 102.6J fL 43 0-N 22'WOO'W,97.05 A S-S J3'00.00'W,I20A8 h f 0 I- R 200A0 O A 53.7. 00•,197.73 h T-R 60,00!,A W,10.00',50.271E I-N n'70'00'W,176.2{h U-S 10.00'00•W,IOA2 A 1-R 10.00 k A 92'10.00',t29.15h Y-R 50.00 k A 14.06'24'.T3.40 R-S 10'00'00'W.24.59 IL W-N 79'00'W"W,177.72 IL ' ' L-R 65.00 4 A 55'00'00',62.40 h A SSESSOR'S MA BK.513 PG.44 _ RIVEISME CCU"7r, Z4L:S • AfA R, aDG?, " RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way PAlm Springs, CA 92263 Attn: City Attorney (Space Above this Line is for Recorder's Use Only) GRANT OF EASEMENT AND EASEMENT AGREEMENT THIS GRANT OF EASEMENT AND EASEMENT AGREEMENT ( "Agreement") is made and entered into this day of , 199 by and between WESSWAY, INC. , a California corporation ("Grantor") and the CITY OF PALM SPRINGS, a California municipal corporation ( "Grantee") . R E C I T A L S• A. Grantor is the owner of that certain real property located in the City of Palm Springs, County of Riverside, State of California described in Exhibit "A" hereto and incorporated herein by this reference (the "Grantor Property") . B. Grantee is the owner of that certain real property located in the City of Palm Springs, County of Riverside, State of California adjacent to the Grantor Property and more particularly described in Exhibit "B" attached hereto and incorporated herein by this reference . (the "Grantee Property" ) . C. Grantor desires to grant to Grantee and Grantee desires to accept from Grantor a nonexclusive easement appurtenant to the Grantee Property over that portion of the Grantor Property described in Exhibit "C" attached hereto and incorporated herein by this reference (the "Easement Area") for the purposes hereinafter described. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows : EXHIBIT "C" TO EXCHANGE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 053/014094-0001/3034513.3 m12/10/96 -1- 1. GRANT OF EASEMENT. Grantor hereby grants to Grantee, its successors, tenants, and invitees a perpetual exclusive easement appurtenant to the Grantee Property over the Easement Area for pedestrian and vehicular ingress and egress to and from the Grantee Property, for sub- terranean water, sewer, drainage, and other utility facilities, and for incidental uses related thereto (the "Easement" ) . 2 . COVENANTS OF GRANTOR AND GRANTEE. 2 .1 Construction/Maintenance Within the Easement Area. Grantee shall have the right: to enter into the Easement Area to construct, install, reconstruct, reinstall, repair, maintain, and replace such improvements and facilities that Grantee may determine are necessary and convenient to the full enjoyment of its rights granted pursuant to this Agreement. Any such work shall be per- formed by Grantee only after obtaining whatever approvals and permits may be required from governmental agencies with jurisdic- tion over the Easement Area. Grantee shall, at its sole cost and expense, keep and maintain any improvements constructed or in- stalled by or for the benefit. of Grantee in the Easement Area in a good and safe condition. Except as specified herein, Grantee shall have no obligation to maintain the Easement Area or any other portion of the Grantor Property. 2.2 Installation and Maintenance of Gate. Grantor shall have the right to install an access gate near the entrance of the Easement which gate shall be locked, provided, however, that Grantee shall be given a key to said gate. The gate shall be maintained in good condition and repair by Grantor. 2 .3 No Interference by Grantor. Grantor shall not use and shall not authorize or permit the Easement Area to be used for any purpose which would impede the use of the Easement Area by Grantee for the purposes herein granted. 2 .4 Indemnity. Each party (the "Indemnitor" ) hereby agrees to indemnify, protect, save, defend, and hold the other party (the "Indemnitee") harmless from any and all loss, damage, liability, or expense, including court costs and reasonable attorneys' fees, which the In.demnitee may sustain, incur or become liable for, including loss of or damage to property, injury to or death of persons, and fines arising in any manner out of or in connection with: (i) the use of the Easement Area by the Indemni- tor and its employees, officers, agents, lessees, and permittees; (ii) the performance by the Indemnitor of the terms, covenants, or conditions contained herein to be performed by the Indemnitor; and (iii) the negligence or willful misconduct of the Indemnitor and its employees, officers, agents, lessees, and permittees in, on, or about the Easement Area, except to the extent such loss or damage was caused by or contributed to by the negligence or willful 053/014084-0001/3034513.3 m12110196 2 misconduct of the Indemnitee or its employees, officers, agents, lessees, or permittees . 3 . REMEDIES. 3 .1 Injunctive Relief. If either party fails to comply with any of its obligations as provided herein, the other party (the "Performing Party") shall have the right in addition to any other rights or remedies it may have at law or in equity. Notwithstanding anything contained herein to the contrary, in the event of any violation or threatened violation of any of the terms, covenants, restrictions, or conditions contained herein, in addition to the other remedies herein provided, the Performing Party shall have the right to enjoin such violation or threatened violation in a court of competent jurisdiction. 3 .2 No Waiver. No delay or omission in the exercise of any right or remedy by either party Grantee on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party' s consent or approval shall not be deemed to waive or render unnecessary the other party' s consent to or approval of any subse- quent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 4 . COVENANTS TO RUN WITH THE LAND. The covenants and agreements of Grantor and Grantee herein contained shall be covenants running with the land pursuant to California Civil Code Section 14G8, shall bind every person having any interest in the Grantor Property, the Grantee Property, and the Easement Area from time to time and shall be for the benefit of every person having any interest in the Grantor Property, the Grantee Property, and the Easement Area at any time and from time to time. 5. MISCELLANEOUS. 5.1 Modification. This Agreement may not be modified, terminated, or rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by the owner of the Grantor Property and the owner of the Grantee Property, and duly recorded in the Office of the Riverside Recorder. 5.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 5.3 Severability. The invalidity or unenforceability of any provision of this Agreement with respect to a particular 053/014094-000113034513.3 m12110196 3 party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to another party or to a different set of circumstances. 5.4 Notices. Any notice to be given under this Agreement shall be given by personal delivery, by depositing the same in the United States Mail, certified or registered, postage prepaid, or by depositing the same with Federal Express or another reputable overnight delivery service, to or at the following addresses : To Grantor: WESSWAY, INC. 1555 S. Palm Canyon Drive Suite G106 Palm Springs, CA 92264 Attn: John Wessman Copy to: SELZER, EALY, HEMPHILL & BLASDEL LLP 69844 Highway Ill Suite K Rancho Mirage, CA 92270 Attn: W. Kurt Ealy, Esq. To Grantee: THE CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 Attn: City Manager Copy to: RUTAN & TUCKER LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: David Aleshire, Esq. Anne Lanphar, Esq. Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective forty-eight (48) hours after deposit in the mails. Any notice given by overnight delivery service shall be effective twenty-four (24) hours after: deposit with such service. Either party may change its address for notice by giving written notice of such change to the other party. 5.5 Attorneys' Fees. In any action between the parties seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to any damages, injunctive, or other relief, its reasonable costs and expenses, including attorneys' fees and expert witness fees . 5. 6 No Public Dedication. Nothing contained herein shall be deemed to be a gift. or dedication of any portion of the Easement Area for the benefit of the general public or for any public purposes whatsoever, it being the intention of the ,parties 0531014094-0001/3034513.3 m12/10/96 4 hereto that this Agreement shall be strictly limited to and for the purposes herein expressed. 5.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall be considered one and the same instrument. 5. 8 No Third Party Beneficiaries. There is no inten- tion to create any express or implied third party beneficiaries to this Agreement. 5.9 Interpretation. This Agreement shall not be interpreted for or against Grantee by virtue of the authorship of this document. The section headings are for convenience only and shall not be considered a part of this Agreement. 5.10 Entire Acrre:ement. This Agreement contains the entire understanding of the parties with respect to the subject matter addressed herein and supersedes all prior and contempor- aneous discussions, negotiations, and agreements relating thereto. 5.11 Character of Easement. The Easement is appurtenant to the Grantee Property and is a burden upon the Grantor Property. For purposes of the Easement, the Grantee Property is the dominant tenement and the Grantor Property is the servient tenement. 5.12 Binding Covenants; Successors. The grants, covenants, conditions and restrictions contained herein shall bind and inure to the benefit of the Grantor and Grantee and their respective heirs, personal representatives, successors, assigns and any and all successive owners of the Grantor Property and Grantee Property. 5.13 Effective Date. The effective date of this Easement shall be the date of recordation hereof. IN WITNESS WHEREOF, the undersigned have executed this Agree- ment as of the date first written above. "GRANTOR" WESSWAY, INC. , a California corporation By: Its • (Signatures Continued on Next Page) 053/014084-0001/3034513.3 m12/10/96 5 "GRANTEE" THE CITY OF PALM SPRINGS Dated: By: Its: ATTEST: City Clerk APPROVED AS TO FORM RUTAN & TUCKER, LLP By: David J. Aleshire, Esq. , City Attorney 053/0I4084-0001/3034513.3 .12/10/96 6 STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On the day of 199 , before me, the undersigned, a Notary Public, in and for said State and County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the on behalf of the City of Palm Springs, the municipal corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors . WITNESS my hand and official seal. (SEAL) Notary Public STATE OF CALIFORNIA ) ss . COUNTY OF RIVERSIDE ) On the day of 199 , before me, the undersigned, a Notary Public, in and for said State and County, personally appeared personally known to me (or proved to me on the basis of satis- factory evidence) to be the person(s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signatures (s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal . (SEAL) Notary Public 053/014094-000113034513.3 .12/10/96 7 • EXHIBIT 'A° LEGAL DESCRIPTION OF GRANTOR PROPERTY PARCEL A: 14 ACRE YORE OR LESS: APNI. No. 513-055-007 All that portion of the East one half of Section 27, Township 4 South, Range 4 East, San Bernardino Base and Meridian, described as follows; Beginning at the most Southwesterly corner of Lot 70 of Palm Canyon Mesa Tract unit No. 2 as recorded in Map Book 16, pages 41 and 42, Records of Riverside County California; Thence Westerly and parallel to the ease/west center section line of said Section 27, to a point that is 760. 00 feet Easterly of the West line of the East one half of said Section 27; Thence Southerly and parallel with the Easterly line of said Section 27 to the North line of the Southeast one quarter of said Section 27 and the most Northeast corner of that certain parcel conveyed to Wessway Inc. , by Instrument No. 230466, recorded June 21, 1996, Official Records of Riverside County, California; The following two courses being along the Easterly and Northerly lines of said Wessway Inc. parcel, thence continuing Southerly and parallel with the Easterly line of said Section 27 to an angle point in said Wessway Inc. :boundary line; Thence Easterly and parallel to said east/west center section line to the Northwesterly line of that certain parcel conveyed to Walter R. Illick and Margaret E. Illick by deed recorded April 5, 1941 in Book 496, Page 428 of Official Records of Riverside County; Thence Northeasterly along the Northwesterly line of said Illick parcel to the northwesterly corner thereof; Thence leaving said Illick parcel in a Northeasterly direction to the Southwest corner of Lot 66 of said Palm Canyon Mesa Tract Unit No. 2; Thence along the Westerly lane of said Palm Canyon Mesa Tract No. 2, to the point of beginning. Excepting therefrom that portion conveyed to Palm Springs Water Company, for reservoir site, by deed recorded December 5, 1944 in Book 655, Page 178 of Official Records of Riverside County Records. Prepared By SAN A/ , INC. o Santrorn, P.L.S. 4146, December 23 , 1996 W.0.96-178 F. DATA\96DATA\JGBS\LEGALS\96-178LG.7d3 EXHIBIT "Am TO GFtANT OF EASEMENT AND EASEMENT AGREEMENT Page 1 of 2 EXHIBIT °A" LEGAL DESCRIPTION OF GRANTOR PROPERTY PARCEL B• 0.42 ACRE SITE: APN No. 51:1-044-008 All that portion of the Southeast one quarter of Section 27, Township 4 South, Range 4 East, San Bernardino Base and Meridian, described as follows; Beginning at the most Westerly corner of Lot 66 of Palm Canyon Mesa Tract Unit No.2 as recorded in Map Book 16, pages 41 and 42 , Records of Riverside County; Thence South 530- 15 ' East along the Southerly line of said Lot 66 a distance of 145 .50 feet to the Southeast corner of said Lot 66 and the westerly line of Camino Del Monte as shown on said map of Palm Canyon Mesa Tract Unit No. 2; Thence Southerly on said Westerly line of Camino Del Monte to the Northeast corner of that certain parcel conveyed to Walter R. Illick and Margaret Illick by deed recorded April 5, 1941 in Book 496 at Page 428 of Official Records of Riverside County; Thence Westerly along the Northerly line of said Illick parcel to the Northwest corner of said'. parcel; Thence leaving said Illick: parcel in a Northeasterly to the Southwest corner of Lot 66 of said Palm Canyon Mesa Trace Unit No. 2 and the point of beginning. Prepared By ( _, NO. Ls4;:3 SANBORN A/E, INC. Jo 1L. 'Sanborn, P.L.S. 4146 December 16,1996 W.0.96-178 F%\UATA\9WATAWG85\LEGALS\96-173LG.718 EXHIBIT 'A° TO GRANT OF EASEMENT AND EASEMENT AGREEMENT- Page 2 of 2 c:;-OrG For. SE027, T.4S., F,.4E./ 34• GaaW" .•.nr4:.n / �: .N �� 60' W+l Y I]MM/t.l lIL,1 V p q� lon ^q I 21 •c• � � 1` o U x a w w PARCII,A Lpel l i i I { 4*S' FA!M Cr.::YJA M£SA Na.2 I 1 1 _fJ Orr G 1 � I R.:_x canlcN£r.. . [��[✓� , icr la R I of wm.T 1 !D I tOV I cn La� c O 2£4&1 i"� MIf^J,'lC•[ `i lC i I I I l ,45 -1 R.S.SDi7P,JP!!.', SSi D1 EXHIBIT "B" LEGAL DESCRIPTION OF GRANTEE PROPERTY That certain real property located in the City of Palm Springs, County of Riverside, State of California described as follows : The Westerly 600 .00 feet of the following described parcel; THAT PORTION OF SECTION 27, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN', DESCRIBED AS FOLLOWS : COMMENCING AT THE NORTHEASTERLY CORNER OF LOT(S) 25 OF PALM CANYON ESTATES, AS SHOWN BY MAP ON FILE IN BOOK 18 PAGE( S) 54, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE WESTERLY ON THE NORTHERLY LINE OF SAID LOT 25, 125 FEET TO THE NORTHWESTERLY CORNER THEREOF; THENCE NORTH 72"0 ' WEST, 150 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 7210 ' EAST, 150 FEET TO THE NORTHWESTERLY CORNER OF SAID LOT 25; THENCE SOUTHEASTERLY ALONG THE WESTERLY LINE OF SAID PALM CANYON ESTATES TO THE SOUTHWESTERLY CORNER OF LOT 23 OF SAID TRACT; THENCE SOUTH 0003 ' WEST, 200 FEET TO THE SOUTHWESTERLY CORNER OF A PARCEL OF LAND CONVEYED TO W.G. THROOP, BY DEED RECORDED OCTOBER 26, 1945, IN BOOK 701, PAGE 505, OFFICIAL RECORDS, THENCE WESTERLY AND PARALLEL WITH THE SOUTHERLY LINE OF SAID SECTION 27 TO THE EASTERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTION; THENCE NORTHERLY ALONG SAID EASTERLY LINE OF SAID SOUTHWEST QUARTER TO THE NORTHEAST CORNER OF SAID SOUTHWEST QUARTER; THENCE EASTERLY ALONG THE NORTHERLY LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 760 FEET; THENCE SOUTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID SECTION 550 FEET; THENCE . EASTERLY 650 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXHIBIT "B" TO GRANT OF EASEMENT AND 0531014094-0001/3034513.3 m12110roe EASEMENT AGREEMENT Page 1 of 2 orr_010 For. E1/2 SEC?7, T4S., PAE. !E uurrrrr q,.• �� I w I I 1 „v ry CAT,Z,_ — _ lm_200 —ly i I t 1 e IJ 1 '•I ° PARCEL.A I:? l� PA-IN LA:JYON.MESA NO.3 I41 \ 1 X.3 ��. �� �I /'•�'p ICP CrrYY(Fgr�.UAs.rw.rl� I IIl t. qs wSG Ali x II ° � 1 / \ WDrY1 Mrvq`..NIM4.lN.Ifplµ eoe. w...v � I sE a°.. lean• 1 C I, •:JI _ .q5 ! iSC , J• rl 1 NII/6///i5116iL1 V OI 1 -l/l5 o Qz • i ]U I IT C. LEGAL DES CFt ION OF EASEMENT AREA An easement for road way and utilities over, across or under, 40. 00 feet in width the center line of which is described as follows; I11 that portion of the East one half of Section 27, Township 4 South, Range 4 East, San Bernardino Base and Meridian, described as follows; Commencing at the most Southerly corner of Lot 66 and on the Northwesterly right-of-way line of Camino Del Monte (Lot C) of Palm Canyon Mesa Tract unit No. 2 as recorded in Map Book 16, pages 41 and 42 , Records of Riverside County California; The following two courses being along said Northwesterly right-of- way; Thence South 360-45 '-00" West a distance of 3 .10 feet to the beginning of a tangent curve concave easterly and having a radius of 84.49 feet; Thence Southwesterly along said curve through a central angle of 140-01 ' -32" and a length of 20. 68 feet to THE TRUE POINT OF BEGINNING; Thence South 880-10 '-00" West a distance of 217.09 feet to the beginning of a tangent curve concave Northerly and having a radius of 100 . 00 feet; Thence Northwesterly along said curve through a central angle of 260-30 ' -00" and a length of 46.25 feet; Thence tangent North 651-20 '-00" West a distance of 140 .73 feet to the beginning of a tangent curve concave Northeasterly and having a radius of 100. 00 feet; Thence northwesterly along said curve through a central angle of 430-2G '-00" and a length of 75. 63 feet; Thence North 220-00 '-00" West a distance of 97. 05 feet to the beginning of a tangent curve. concave Southwesterly and having a radius of 200 . 00 feet; Thence Northwesterly along said curve through a central angle of 550-30 '-00" and a length of 193 .73 feet; LOMIT •C• TO GRANT OF EASEMENT AND EASEMENT AGREEMENT Page 1 of 3 EXIIIBrr •c- LEGAL DES CBI MON OF EASEMENT AREA Thence tangent North 77"-30 '-00" west a distance of 275.21 feet to the beginning of a tangent curve concave Southeasterly and having a radius of 80. 0o feet; Thence Southwesterly along said curve through a central angle of 920-30 '-00" and a length of 129.15 feet; Thence tangent South 100-00 '-00" West a distance of 24.59 feet to the beginning of a tangent curve concave Easterly and having a radius of 65. 00 feet; Thence Southerly along said curve through a central angle of 55°-00 '-00" and a length of 62 .40 feet; Thence tangent South 45°-00 ' -00" East a distance of 33 .28 feet to the beginning of a tangent curve concave Northeasterly and having a radius of 63 . 00 feet; Thence Southeasterly along said curve through a central angle of 38°-00 ' -00" and a length of 43 . 11 feet; Thence tangent South 83 °-00 ' -•00" East a distance of 75.81 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 70 . 00 feet; Thence Southeasterly along said curve through a central angle of 170-00 ' -00" and a length of 20.77 feet; Thence tangent South 66°-00 ' --00" East a distance of 62 . 04 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 60 . 00 feet; Thence Southerly along said curve through a central angle of 98°-00 ' -00" and a length of 3.02 . 63 feet; Thence tangent South 320-00 '-00" West a distance of 120.48 feet to the beginning of a tangent curve concave Northwesterly and having a radius of 60. 00 feet; Thence Southwesterly along said curve through a central angle of 480-00 ' -00" and a length of 50.27 feet; Thence tangent South 800-00 ' -00" West a distance of 80.42 feet to the beginning of a tangent curve concave Southeasterly and having a radius. of 50. 00 feet; FXMIT •C• TO GRANT OF EASEMENT AND EASEMENT AGREEMENT Page 2 of 3 EXFflB1T C. LEGAL DESCRIPTION OF EASWENT AREA Thence Southwesterly along said curve through a central angle of 840-06 '-26" and a length of 73 .40 feet; Thence North 790-00 '-00" West a distance of 177.72 feet to a point that is 600. 0o feet easterly of the West line of said East one half Of Section 27. Prepared By SANBO A/E, INC. John L. Sanborn, P.L.S. 4146 License Expires 6/30/2000 January 7, 1997 W.0.96-178 F:\DATA\96DATA\JOBS\LEGALS\96-17SLG.EAS Fs' mrr -C- TO GRANT OF EASEMENT AND RASEMCENT AGREAGREEMENT Page 3 of 3 $/.3-442 rc'A orr-osS For. E1/2 SEC27, T,4S., RAE. - o :9 4 •k/ [-•� to 7f 0' C 1 34 ' ttPy . * o c 1 L.".1at Dwl.lrnL rw:n „� W `}O H N - 1 o w�atl/1NI RL 111 h•m i to 4. E1, ^ ❑ 1 1 - O 9n xq. 1 - 1 ILW�I.LWrtrsa � i ld W 1 p! �ti10� •` RJw.brr.at.li.rr-.A _ lla nmy- _ _ _ _ _ _ _ - _ _a _ _ __ _ _ - _ .I 2 N• a � � � � �? Ltor d `' � r ( , R _ i PILN L<NYOh'MESA Ne.7 ; l t4 _ - F _ - 1• /1 •5 Fr`.tE/ WA ' ?'- e n,..L�.J�• 1T-�-'11 1 wr tm er.ldrens.u.v.�.�� V•�. / 1 ir37.- B• - [(yppp�.�L� v, Lse WSW . I F i 42 1 I - 1 PALM CANYCN EST. ' � WO..r.lrw�.q 4l'SSM)r.11a aow 1 u 1 'P tlrsr a 1 Let !( + 1 1 1 tmw+b7m h.At O 4tP 1 tor.7r • 26<.t+ krr•ub•r nre '+ •�� 1 45 A.S 36'45'00'W,3.10 A, M-5 45'00'00'E.31.211L •J1I E-114.49 R,A 14-01'3r,20.61 0. N-165.00 A,A 31'00 ff.43.11 fL I C-5 19'10'00'W,217.09 IL O-5 13'00'00'E,75.11 tL Oere•6LL D-R 100.00 A,A 26.30'00',M.25 A. P-170.00 R,A 17'00'W',20.77 fL _ _ -'"�7/1 v M.d.76/fl fE 4(jSf E-N 65.20'N'W,140.73 IL Q-S66•N'00'E.62.NfL (I A. ,52/9i, SJ/N F-R 100.00 R,A 43'20'00',75.63 fL R-R 60,00 R,A f l'00'00',102.63 IL 43 _ a Lcr O-N n.00'00'W,57.05 fL 5-5 32'M'00'W,120.41?L ,+o N-R 700.00 R,A 55.30'00',191.73 fL 7-R 60.00 0,A 41'00'00',5427 1L �•`� I-N 77'30'00•W,276.21 fL D-5 to-Or 00'W,10.421L 2-R 90.00 fL A 92.30'W',129.15 IL V-R 50.00 f4 A 24'06'26',n.40 fL _ 1-5 IT 00'00'W,2459 R N-N 79'00.00'W,177.72 IL L-165.00 R,A 55.00'00'.6L40 IL 2 SSE SSOR'S MAP aK 51: PG.44 MAR. 196e ' DEV DEVELOPMENT - ACCf NO DATE JiNVOICE REFERENCE AMGUHT DiSWUr:7_ tlti 001 dOHN WESSMAN 1180-001-14 12/19/96 121996 PSCITY/WESS CAHUILLA 5,000.00 0.00 5,000.00 i Payor: JOHN WESSMAN Date Check No . Check Amount Payee : FIRST AMERICAN TITLE INSURANCE CO 12/19/96 105739 $5, 000 . 00 Retain this statement for your records JOHN WESSMAN RIVERSIDE NATIONAL BANK 90-968 3484 CENTRAL AVENUE 1222 1555 S PALM CANYON DRIVE RIVERSIDE, CA 92506 SUITE G-106 01391070>01 PALM SPRINGS, CA 92264 Date Check No. Check Amount 12/19/96 105789 $5, 000. 00 FIVE THOUSAND and 00/100 DOLLARS Pay to the order of: - FIRST AMERICAN TITLE INSURANCE CO Q�� ESCROW DEPARTMENTi 3625 FOURTEENTH STREET RIVERSIDE, CA 92501 1i' 105789ii' 1: 1 2 2 209613 21: 01391070P0i