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Res OB-139 (2)
OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: AUTHORIZATION TO EXECUTE A FIRST AMENDMENT TO THE DISPOSITION AGREEMENT FOR THE PROPERTY LOCATED ON THE NORTH SIDE OF COUNTRY CLUB DRIVE, EAST OF PORTOLA AVENUE, PALM DESERT, CALIFORNIA (APNs 620-430-024, 025), PROPERTY 12(g) OF THE LONG RANGE PROPERTY MANAGEMENT PLAN) WITH DESERT EQUITY GROUP, LLC. SUBMITTED BY: Martin Alvarez, Director of Economic Development PROPERTY Desert Equity Group, LLC BUYER: DATE: January 25, 2016 CONTENT: Recommendation Resolution No. OB- 139 First Amendment to the Disposition Agreement Disposition Agreement Site Map Waive further reading and adopt Resolution No. OB - 139 1. Approving the First Amendment to the Disposition Agreement for the property located on the north side of Country Club Drive, east of Portola Avenue (APNs 620-430-024, 025), Palm Desert, California with Desert Equity Group, LLC, extending the close of escrow to the outside date of October 15, 2016. Discussion The existing Disposition Agreement with Desert Equity Group, LLC (The Developer) was executed on April 6, 2015 and expired on January 1, 2016. In November of 2015 staff received a request from the Developer to extend the escrow past the expiration date. Due to cancelation of the December 2015 Oversight Board, staff was unable to bring an amendment before the Oversight Board prior to expiration date. In addition to the developer requesting an extension to the disposition agreement, staff has been working with the Coachella Valley Water District (CVWD) to assist them in locating a new well site location south of Frank Sinatra Drive. Recent testing of existing well site in the northern section of the Palm Desert has revealed the need to treat well water to address the presence of Chromium 6. In discussions with CVWD, they identified the subject project currently under contract with Desert Equity as a feasible site for a future well site. Specifically, CVWD is looking to utilize one acre of the 9.34 acres for a future well site. Staff has identified the southwest corner of this site as a viable well site. Staff has discussed this matter with the Developer and they are open to the potential of carving one acre from the 9.34 acres site for a CVWD well site. Staff has worked with the Developer to prepare the First Amendment to the Disposition Agreement which will allow for the extension of the escrow to an outside date of October 15, 2016. All requirements within the original Staff Report - Oversight Board Amendment to Disposition Agreement - LRPMP Property 12(g) January 25, 2016 Page 2 of 2 Agreement will remain the same, except the follow conditions are incorporated into the First Amendment to the Disposition Agreement: • The Successor Agency shall have until March 15, 2016, to conduct negotiations with CVWD in order to ascertain both the desirability and feasibility of transferring a 1 acre parcel to CVWD for use as a well site. The well site location shall be generally located at the southwest corner of the subject property (see site map). • After the March 15, 2016 negotiation period, the Developer shall have the right to close escrow before April 15, 2016 for either an 8.34 acre site or the existing 9.34 acre site based on original appraised value ($2,800,000) or pro -rated value if one acre well site is carved out. • If the closing of escrow does not occur before April 15, 2016, the Developer must re- appraise the site at his expense. • Developer shall submit a completed entitlement application to the City of Palm Desert within 180-days of the execution of the First Amendment to the Disposition Agreement and shall close escrow no later than October 15, 2016. Staff recommends approval of the First Amendment to the Disposition Agreement. Fiscal Impact The subject properties were listed on the LRPMP to be sold for fair market value. The LRPMP requires that all proceeds of the sale be distributed as property taxes to the affected taxing entities, in accordance with the terms of the California Health and Safety Code, Section 34191.5 (c)(2)(B). Each taxing entity including the City will receive a portion of the proceeds based on their respective tax rate. Submitted By. Mbffin Alvarez Director of Economic Development Apppeyal: add - Paul Gibson Director of Finance Approval: . 1i e J�f n M. Wohlmuth -E-cutive Director Department Head: Rudy Acosta Assistant City Manager Ci- -o, S3 k., �� n ABSGOr (oJ� e BY OVERSIGHT BOARD J ON a-5-a •IC VERIFIED BY CRalt5e2SSY-\ Original on file with City ClerWs Office-) \\srv-fil2k3\groups\Econ Development\Martin Alvarez\SA Property Sales\Desert Willow Lot Pads\Lot Pad G\OB-SR Desert Equity 12gPSA First Amendment 1-25-16 doc NOTICE OF REGULAR MEETING OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY Proposed Adoption of: A Resolution Directing the Execution of a First Amendment with Desert Equity Group, LLC for Property Located at the North side of Country Club drive, East of Portola Avenue, known as APN's 620-430-024 and 025, Property 12(g) Pursuant to the Long Range Property Management Plan Date: January 25, 2016 Time: 1:30 P.M. or as soon thereafter as the matter may be heard Place: Administrative Conference Room, located at Palm Desert City Hall, 73-510 Fred Waring Drive, Palm Desert, California NOTICE IS HEREBY GIVEN that at the meeting of the Oversight Board (the "Oversight Board") of the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") to be held on January 25, 2016, at 1:30 P.M., or as soon thereafter as possible, the Oversight Board will consider the adoption of a resolution directing the Execution of a First Amendment with Desert Equity Group, LLC for Property Located at the North side of Country Club drive, East of Portola Avenue, known as APN's 620-430-024 and 025, Property 12(g) Pursuant to the Successor Agency's Long Range Property Management Plan. Such Long Range Property Management Plan has been approved previously by the Oversight Board and the California State Department of Finance. Interested persons are invited to attend this meeting and be heard regarding this matter. An individual who challenges any decision regarding the proposed action in court may be limited to raising only those issues such individual or someone else raised at the meeting described in this notice or in written correspondence delivered to the Oversight Board at, or prior to, the meeting. Due to the time constraints and the number of persons wishing to give oral testimony, time restrictions may be placed on oral testimony at the meeting regarding the proposal. Any interested person may wish to make comments in writing to assure that the relevant views are expressed adequately. Written comments may be submitted to the Oversight Board prior to the time set for the meeting, to the attention of the Secretary of the Oversight Board at 73-510 Fred Waring Drive, Palm Desert. Further information may be obtained by contacting Martin Alvarez, Dir. of Economic Development, at 73-510 Fred Waring Drive, Palm Desert, or by telephone at (760) 346-0611, Ext 467 or by email at malvarez@cityofpalmdesert.org. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in an Oversight Board meeting, please contact the Office of the City Clerk of the City of Palm desert at (760) 346-0611. Notification at least 48 hours prior to the meeting or time when services are needed will assist the Oversight Board staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Assisted hearing devices will be available at this hearing without prior notification Dated this 13'day _, 2016 Ra elle D. Klassen, Secretary to the Successor Agency to the Palm Desert Redevelopment Agency RESOLUTION NO.OB - 139 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION OF A FIRST AMENDMENT TO THE DISPOSITION AGREEMENT FOR PROPERTY LOCATED ON THE NORTH SIDE OF COUNTRY CLUB DRIVE, EAST OF PORTOLA AVENUE, PALM DESERT, CA (APN 620-430-024 AND 620-430-025, PROPERTY 12g OF THE LONG RANGE PROPERTY MANAGEMENT PLAN) WITH DESERT EQUITY GROUP, LLC RECITALS: A. Pursuant to AB X1 26 (enacted in June 2011), as modified by the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Palm Desert Redevelopment Agency (the "Former Agency") was dissolved as of February 1, 2012 and the Successor Agency was established, and the Oversight Board to the Successor Agency (the "Oversight Board") was constituted. B. AB 1484 (enacted June 2012) amended and supplemented AB X1 26 (AB X1 26 and AB 1484, together, being referred to below as the "Dissolution Act"). C. Pursuant to the Dissolution Act, the Successor Agency is tasked with winding down the affairs of the Former Agency. D. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all real properties of the Former Agency transferred to the control of the Successor Agency by operation of law. E. On May 5, 2014, the Oversight Board adopted Resolution No. OB-073, approving a long-range property management plan (the "LRPMP") which addresses the disposition of the real properties owned by the Successor Agency. F. As indicated in the DOF's letter dated June 2, 2014, the DOF has approved the LRPMP. G. Pursuant to HSC Section 34191.3, the DOF-approved LRPMP shall govern, and supersede all other provisions of the Dissolution Act relating to, the disposition and use of the real property assets of the Former Agency. H. Pursuant to the approved LRPMP, the Oversight Board authorizes the execution of a First Amendment to the Disposition Agreement with Desert Equity Group, Inc. for Property 12g of the LRPMP (APN 620-430-024 and 620-430-025) extending the Outside Date to Close Escrow from January 1, 2016 to October 15, 2016. -1- RESOLUTION NO. OB - 139 I. In accordance with the terms of California Health and Safety Code Section 34191.5(c)(2)(B), the proceeds of this property sale will distributed as property taxes to the affected taxing entities. J. The Oversight Board is adopting this Resolution to direct the execution of a First Amendment to the Disposition Agreement with Desert Equity Group, LLC as directed by the approved LRPMP. K. Notice of the proposed action presented in this Resolution was posted on the Successor Agency's website (being a page on the City's website) and at three public places: beginning on January 13 , 2016. NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The above recitals, and each of them, are true and correct. Section 2. The Oversight Board hereby authorizes and directs the Successor Agency to complete the execution of the First Amendment to the Disposition Agreement with Desert Equity Group. The Chair (or in the Chair's absence, the Vice Chair) of the Board of Directors of the Successor Agency is hereby authorized to execute the First Amendment to the Disposition Agreement and to complete the disposition of the property. Section 3. The members of the Oversight Board and officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution. -2- RESOLUTION NO. OB-139 Section 4. This Resolution shall become effective in accordance with HSC Section 34181(f). APPROVED and ADOPTED this day of , 2016. AYES: NOES: ABSENT: ABSTAIN: ROBERT A. SPIEGEL, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY -3- EXTENSION OF CLOSING DATE OF AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS Foresite Escrow ("Escrow") 41-995 Boardwalk, Suite G-2 Palm Desert, CA 92211 Attention: Esther Lopez, Senior Escrow Officer ("Escrow Holder") CONTRACT NO. SA34300 Escrow No: 063208-EL This Extension of Closing Date of Agreement of Purchase and Sale and Escrow Instructions ("Extension Agreement") is dated for reference purposes as of this 10t1i day of December, 2015, by and between the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a public entity ("Seller"), and DESERT EQUITY GROUP, LLC, a California limited liability company ("Buyer") (hereinafter collectively, "Parties"). This Extension Agreement is made with reference to the following facts: RECITALS WHEREAS, Buyer and Seller entered into that certain Agreement of Purchase and Sale and Escrow Instructions dated April 6, 2015 ("Agreement") regarding the sale of real property located in the City of Palm Desert, California and generally referred to as APN 620-430-024 and 025, and as more particularly described in Exhibit "A" to the Agreement ("Property"); and WHEREAS, Buyer contemplates the development of a residential assisted living facility and a residential short term memory care facility on the Property ("Project") and towards that end has expended significant sums of money in the development of a preliminary site plan, engineering, environmental and other entitlement work for consideration by the City of Palm Desert ("City") in Buyer's application for approval of the Project; and WHEREAS, Paragraph 8.3 of the Agreement sets forth a Closing Date for this transaction of no later than January 1, 2016 ("Closing Date"); and WHEREAS, Buyer is ready, willing and able to close on the Closing Date as set forth in the Agreement; and WHEREAS, Seller has been approached by the Coachella Valley Water District, a government agency, ("CVWD") expressing its desire to acquire an one acre portion of the Property (to be located at the southwest corner of the Property) from Seller for use as a well 1 72500.00000\22817929.1 CONTRACT NO. SA34300 site("Proposal"); and WHEREAS, Seller desires to enter into negotiations with CVWD to consider the Proposal and has requested that Buyer consider reducing the amount of acreage it has exclusive rights to acquire under the Agreement; and WHEREAS, Buyer will incur a delay in the processing of its application for the Project with the City, and additional costs to reconfigure its site plan and related application materials in order to accommodate the Proposal; and WHEREAS, Buyer has expressed its willingness to entertain the Proposal from Seller and/or CVWD under certain conditions which arc enumerated below. WHEREAS, Paragraph 12.3 of the Agreement states that no modification to the Agreement shall be deemed valid unless in writing and signed by both Buyer and Seller. NOW THEREFORE, in consideration of the mutual promises and covenants made by both the Buyer and Seller herein, the sufficiency and adequacy of which are hereby acknowledged by both Buyer and Seller, the Parties do hereby agree as follows: TERMS AND CONDITIONS 1.0 The recitals set forth above are expressly made part of this Extension Agreement. 2.0 Seller shall be provided time to conduct negotiations with CVWD in order to ascertain both the desirability and feasibility of CVWD's Proposal, and to obtain any necessary approvals in connection therewith. Seller is hereby provided the option ("Option") to retain the portion of the Property to be transferred to CVWD pursuant to the Proposal (the "Well Site Parcel"), and thereby reduce the Property to be sold to the Buyer by that portion to be transferred to CVWD (the Property, as reduced, the "Adjusted Property"). Seller must exercise the option to retain the Well Site Parcel by delivery of written notice thereof to the Buyer by not later than March 15, 2016. If Seller exercises this option, Seller shall be responsible for providing, at Seller's expense, all necessary approvals for the creation of the Well Site Parcel 3.0 Following Seller's delivery of written notice of its election to retain the Well Site Parcel or Seller's written notice that such option will not be exercised, or following the expiration of the Option. Buyer may close on the purchase of the Property or the Adjusted Property, as applicable, before April 15, 2016, at the original Purchase Price as set forth in the Agreement, except that, if applicable, the Purchase Price will be reduced on a pro rata square foot basis for the reduction in amount of the property to be sold by the square footage of the Well Site Parcel. 4.0 If the Closing Date on the purchase of the Property or Adjusted Property does not occur on or before April 15, 2016, the Property (or the Adjusted Property, if applicable) will be re -appraised ("Re -appraisal"), at Seller's expense, based upon the same general parameters that applied to the 2 72500.000(1(1\22817929. I CONTRACT NO. SA34300 original Appraisal. The Purchase Price for the Property or the Adjusted Property will be the fair market value of such property as determined by the Re -appraisal. In the event the Re -Appraisal increases the fair market value of the Property or the Adjusted Property by more than 5% from the Appraisal, calculated on a per acre basis, Buyer shall have the right to terminate this Agreement and receive back the Deposit as provided in the Agreement. 5.0 Notwithstanding Paragraph 12.9 of the Agreement expressly stating "Time is of the Essence," the Closing Date set forth in the Agreement is hereby extended to October 15, 2016. 6.0 In the event Seller has not received all necessary approvals, including the approval of the California Department of Finance ("DOF"), of the Seller's entering into this Extension Agreement, by March 15, 2016 (the "Extension Agreement Approval"), each of the dates referred to in paragraphs 2.0, 3.0, 4.0 and 5.0 above will be further extended by the number days such approval occurs after March 15, 2016. 7.0 Unless the Closing Date on the purchase of the Property or Adjusted Property, as applicable, occurs on or before April 15, 2016, Buyer shall have 180 days following the Seller's obtaining of the Extension Agreement Approval to submit in good -faith a complete entitlement package to the City for the approval of the Project (the "Entitlement Package"). In the event the Closing Date on the purchase of the Property or Adjusted Property, as applicable, does not occur on or before April 15, 2016, the City's receipt of the Entitlement Package will be an additional condition to the obligation of the Seller to sell the Property (or the Adjusted Property, as applicable) pursuant to Section 8.6(a) of the Agreement. 8.0 Both Buyer and Seller are deemed to have jointly participated in the negotiating, drafting and preparation of this Extension Agreement and both have had independent legal review this document. 9.0 This Extension Agreement shall not create any third party beneficiary rights with CVWD and/or any other third party individual, organization and/or entity. 10.0 Except as otherwise stated herein, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict, however, or difference of interpretation in terms between the Agreement and this Extension Agreement, this Extension Agreement shall control. 11.0 Escrow Holder is hereby instructed to amend the terms and conditions of the Escrow to reflect modification to same as set forth in this Extension Agreement. 12.0 Buyer and Seller shall each bear their own attorneys fees and costs associated with this Extension Agreement. 13.0 This Extension Agreement is subject to the approval of the Seller's Oversight Board and the California Department of Finance, and is voidable by the Seller in the event the approval of such entities is not received. 3 72500.00000\22 817929.1 UNDERSTOOD AND AGREED SELLER: CONTRACT NO. SA34300 SUCCESSOR AGENCY TO THE PALM APPROVED AS TO FORM AND DESERT REDEVELOPMENT AGENCY CONTENT BY: BY: John M. Wohlmuth Robert W. Hargreaves. Executive Director Agency Counsel BUYER: DESERT EQUITY GROUP, LLC BY: William S. Bonnhcim, Managing Member 4 72500.00000\22817929.1 AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS Foresite Escrow ("Escrow") 41-995 Boardwalk, Ste G-2 Palm Desert, CA 92211 Attention: Esther Lopez, Escrow Officer ("Escrow Holder") CONTRACT NO. SA34300 Escrow No: THIS AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Agreement") is dated for reference purposes as of this 6th day of April , 2015, by and between the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a public entity ("Seller"), and DESERT EQUITY GROUP, LLC, a California limited liability company ("Buyer"). This Agreement is made with reference to the following facts: RECITALS A. Seller is the owner of certain real property located in the City of Palm Desert ("City"), Riverside County, California. located on the north side of Country Club Drive, east of Portola Avenue, in Palm Desert, California, described as APNs 620-430-024, 025, consisting of approximately 9.34 acres of unimproved land, and more particularly described in Exhibit A attached hereto ("Property"). Reference herein to the Property includes all of Seller's right, title and interest in and to any and all improvements, fixtures, rights -of -way, utility rights, easements and other appurtenant interests, entitlements. claims or other privileges or benefits in any way connected with the Property, excepting any public rights of way or public easements. 13. Buyer is interested in developing the Property as a residential assisted living facility and a residential memory care facility ("Project"), subject to the necessary land use approvals and entitlements (such approvals and entitlements of a discretionary nature being referred to herein as the "Project Entitlements") to be submitted for approval to the City. C. On December 4, 2014, Seller entered into an Exclusive Right to Negotiate Agreement (the "ENA") for the purchase of the Property and development of the Project by the Buyer. I). Pursuant to the ENA, Buyer desires to acquire the Property and develop, construct and operate thereon the Project, and Seller desires to sell the Property to Buyer pursuant to the terms and conditions set forth in this Agreement. TIIE PARTIES AGREE AS FOLLOWS: 1. Effective Date. The "Effective Date" of this Agreement shall be the date the Seller delivers an executed copy of this Agreement to Buyer. CONTRACT NO. SA34300 2. Purchase and Sale of Pronertv. Upon the terms and conditions described below, Buyer agrees to purchase and Seller agrees to sell and convey the Property to Buyer. 3. Purchase Price. 3.1 Purchase Price. The purchase price for the Property will be an amount equal to Two Million Eight Hundred Thousand Dollars ($2,800,000.00) ("Purchase Price"), provided that such Purchase Price shall be subject to adjustment as provided in Section 3.2. The purchase price shall be paid in cash, and this Agreement is not subject to any financing contingency. 3.2 Adjustment to Purchase Price. Notwithstanding the foregoing, either party shall have the right to commission an Updated Appraisal (as hereafter defined) at their sole cost and expense, with the Purchase Price for the Property being adjusted to the Fair Market Value of the Property determined by such Updated Appraisal, if the close of escrow on the Property has not occurred by the Purchase Price Adjustment Date (as hereafter defined). In the event that an Updated Appraisal would increase the purchase price of the Property by more than 5%, Buyer shall have the right to terminate this Agreement and receive hack the Deposit (as hereafter defined). As used herein the term "Updated Appraisal" means a revision of the appraisal prepared by Lidgard and Associates, Inc. (the "Appraiser") dated October 28, 2104 (the "Appraisal") to determine the current Fair Market Value of the Property, to be performed by the Appraiser, based upon the same general parameters that applied to the Appraisal (i.e., assuming raw and unentiticd land). As used herein the term "Purchase Price Adjustment Date" means October 31, 2015 (the one-year anniversary of the Appraisal). 4. Payment of Purchase Price. Buyer will pay the Purchase Price to Seller through Escrow as follows: 4.1 Deposit. Within five (5) business days following the Effective Date of this Agreement. Buyer will deposit with Escrow Holder the sum of One I lundred Thousand Dollars ($100,000.00) ("Deposit") in immediately available funds; provided that Twenty Five Thousand Dollars ($25,000.00) of such deposit shall consist of a transfer of the deposit previously made pursuant to the terms of the ENA. Escrow Holder will place the Deposit in an interest bearing account, with interest to accrue for the benefit of Buyer. All references herein to the "Deposit'' will include interest accrued thereon. In the event the Buyer fails to deliver the Deposit to the Escrow Ilolder within the time period specified herein. this Agreement will be null and void. 4.2 Balance of Purchase Price. Not later than one (1) business day prior to Closing, Buyer shall deposit with Escrow Molder in immediately available funds the balance of the Purchase Price, together with such other amounts as may be required in order to pay Buyer's share of closing costs and prorations. 4.3 Application of Deposit. The Deposit is nonrefundable except as otherwise expressly provided in this Agreement. Upon Close of Escrow (defined below), the Deposit will be credited against the Purchase Price. Notwithstanding anything in this Agreement to the contrary. the first $100.00 of the Deposit shall be nonrefundable to Buyer under any and all G'r con Ucsel.rmr a .\br,m Al, atc,:S.\ Prepem Sales Desert N11101 Lot Pada Lot Pad (APSA (Ibsen I'gwty Gtot.r) I-7-I S doe, CONTRACT NO. SA34300 circumstances and shall constitute independent consideration payable to Seller for Seller's agreement to sell the Property to Buyer pursuant to the terms of this Agreement. 5. Title. 5.1 Preliminary Title Report. Upon execution of this Agreement by both parties. Buyer is deemed to have approved all exceptions to title as set forth in the preliminary title report for the Property dated December 1. 2014 (the "Permitted Exceptions"), prepared by Lawyers Title Company (through its Riverside, California office — "Title Company") (the "Title Report"). In the event that any additional exceptions to title not caused or created by Buyer and not reflected in the Title Report are reported by the Title Company prior to the Close of Escrow (each an "Additional Exception"), Seller shall use commercially reasonable efforts to remove any such Additional Exception so it no longer affects title to the Property or to otherwise address and cure such Additional Exception in a manner reasonably acceptable to Buyer ("Cure"), but in no event or circumstance shall Buyer be obligated to accept the Property at the Close of Escrow subject to any such Additional Exceptions that have not been removed from the title records or otherwise Cured in accordance herewith. Any Additional Exceptions that are Cured in accordance herewith shall thereafter he deemed Permitted Exceptions. 5.2 Title Policy. At Close of Escrow, Seller will convey good and marketable title to the Property to Buyer. subject only to the Permitted Exceptions, as evidenced by a CLTA Standard Form Owners Policy of Title Insurance, or at Buyer's election and additional expense, an AI,TA Extended Owner's Policy of 'Title Insurance, issued by the Title Company in an amount equal to the Purchase Price, and containing such endorsements (the "Endorsements") as Buyer may. at Buyer's expense, reasonably require ("Title Policy"). 6. Due Diligence Inspections/Entry upon the Property. Prior to Buyer's execution of this Agreement. Buyer has been given an opportunity to inspect the Property. Notwithstanding the toregoing, Buyer shall have the right, in its sole and absolute discretion, but shall not be required. to further inspect and conduct tests and surveys on and with respect to the Property, and Seller shall provide Buyer reasonable access to the Property for such inspections, tests and surveys. Said foregoing inspection and testing may include, but shall not be limited to, soil borings, soil and water sampling, soil compaction assessment, environmental assessment and similar or related physical or invasive testing. Seller shall permit Buyer, its employees or agents, a license for access over and through the property for the purposes of conducting the foregoing tests, inspections. or surveys. provided Buyer shall hold Seller and the City harmless from any liability, damage or expense which either may incur by reason thereof. Moreover, Buyer, or its licensed agents, shall provide Seller a current certificate of insurance for commercial general liability coverage in an amount not less than $1,000,000 that names Seller and City as additional insureds. Any inspection or testing shall be at Buyer's sole cost and be done with reasonable notice to Seller and with Seller's reasonable concurrence. Such inspection and testing shall be conducted at a reasonable time and in a reasonable manner. Buyer shall be responsible for any personal injury or property damage resulting from its negligence, gross negligence, or willful misconduct in connection with Buyer's inspection and testing of the Property, provided that in no event shall Buyer, or its licensed agents, have responsibility or liability under this Agreement for legally required disclosure or any pre-existing conditions affecting the Property (including the discovery or existence of hazardous substances in, on or about the Property and associated 3 61 ;on uc.dopmcnt \farm \lvru' . \ Pr ,pcnv SalciAk,en \\ rlluw Lot Pod, LW Pod G PSA 1Dc,crl l qud, (moo i 1-7-14 doe, CONTRACT NO. SA34300 groundwater). Prior to any on -site inspections, Buyer shall provide Seller a current certificate of insurance for commercial general liability coverage in an amount not less than $1,000.000 that names Seller and City as primary beneficiaries or as additional insureds. In the event that the Close of Escrow does not occur for any reason other than a default by Seller hereunder, Buyer shall restore any damage caused to the Property in connection with any Buyer inspections and testing. 7. As Is Acceptance of Property. Buyer acknowledges that prior to Close of Escrow, it will have had the opportunity to conduct such tests and evaluations as it deems reasonably necessary in order to investigate the condition of the Property, including its environmental status. Buyer acknowledges that it is acquiring the Property in its "as is" condition with no warranty or representation from Seller regarding the physical condition of the Property, its environmental condition or its suitability for Buyer's intended purposes except as may be contained in this Agreement. Buyer acknowledges that it is acquiring the Property based solely in reliance on its own inspections and examination and its own evaluation of the Property, except that Buyer shall have the right to rely upon the truth and accuracy of any Seller representations or warranties contained in this Agreement. Buycr agrees that no representations, statements or warranties have at any time been made by Seller or its agents regarding the physical condition of the Property except as may be contained in this Agreement. Buyer acknowledges that there may be conditions affecting the Property unknown to Buyer that may adversely affect its value or use for Buyer's intended purposes. Buyer nevertheless waives any rights or recourse it may have with respect to such unknown conditions and any damage, loss, costs or expense related thereto, including rights accruing under California Civil Code § 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Buyer acknowledges that it has either consulted with or had an opportunity to consult with legal counsel regarding the above waiver. The provisions of this Section 7 will survive Close of Escrow. tn Buyer initials 8. Escrow. 8.1 Escrow Instructions. This Agreement shall constitute instructions of Buyer and Seller to Escrow Holder. The parties agree to execute such additional pro forma instructions as Escrow Holder may reasonably require. however, in the event of a conflict. the terms and provisions of this Agreement shall govern. 8.2 Opening of Escrow. Upon execution of this Agreement, Buyer and Seller shall cause an escrow to be opened with Escrow Holder by depositing with Escrow Holder a fully executed copy of this Agreement. Escrow shall be deemed opened as of the date this fully executed Agreement is deposited with Escrow Holder ("Escrow Opening"). 4 G +Pcon I) inpment:alanin Al, Bret S \ Prnpern Sek,d)caert R din' Lot Pad, 1 of Pad G 1'SA f lhaen Eq l) Group) 1.7.1 t due, CONTRACT NO. SA34300 8.3 Close of Escrow: Closing Date. "Close of Escrow" shall mean the date on which the Grant Deed conveying title from Seller to Buyer is recorded in the Official Records of the County Recorder of Riverside County, California. The form of the Grant Deed will be as set forth in Exhibit B attached hereto. Provided that this Agreement is not earlier terminated pursuant to the terms and provisions hereof, and provided that all of the conditions precedent to the Close of Escrow set forth in this Agreement have been approved or waived as herein provided, Escrow shall close on or before the thirtieth (30th) day after Final Approval of the Project Entitlements ("Final Approval" means, with respect to the Project Entitlements, that they have been obtained beyond any challenge or appeal period with no challenge or appeal then pending and with all City requirements regarding the issuance of such Project Entitlements fully satisfied), but in no event after January 1, 2016 ("Closing Date"). Seller may terminate this Agreement pursuant to Section 9.2 hereof if Seller has performed its obligations hereunder, and failure to close Escrow results from a material default by Buyer, in which case the Deposit shall be delivered to Seller as liquidated damages. Buyer may terminate this Agreement pursuant to Section 9.1 hereof if Buyer has performed its obligations hereunder, and failure to close Escrow results from a material default by Seller, in which case the Deposit shall he returned to Buyer. By causing the Close of Escrow to occur, Escrow Holder shall be deemed to have irrevocably committed to cause the Title Company to issue the Title Policy to Buyer upon payment of the applicable premium. If the County Recorder of Riverside County, California is closed on the last day for closing Escrow, then the parties agree that Escrow Holder shall have until the next day the Recorder is open to record the Grant Deed and close Escrow. 8.4 Documents and Funds from Buyer. Not later than one (1) business day prior to the Closing Date, Buyer will deliver or will assure that the following documents and funds have been delivered to Escrow Holder: (a) Purchase Price. The Purchase Price, as described in Section 3 above. (b) Preliminary Chan2c of Ownershin Statement. A Preliminary Change of Ownership Statement or in lieu thereof. the appropriate fee. to be provided to the Recorder's office at Close of Escrow. (c) Other Sums and Documents. All other sums and documents required by Escrow I folder according to this Agreement to carry out and close the Escrow. 8.5 Documents and Funds from Seller. Not later than one (1) business day prior to the Closing Date, Seller will deliver or will assure that the following documents and funds have been delivered to Escrow Holder: (a) Grant Deed. A fully executed and acknowledged Grant Deed conveying the Property to Buyer, or Buyer's nominees or assigns, in fee simple subject only to the Permitted Exceptions. (b) FIRPTA Affidavit. An original affidavit, using Escrow Holder's standard lbrms, certifying that Seller and this transaction are not subject to the withholding 5 CI Lk,e.opmcmALnin AIur , S.& Propene Sales,Dcxn V lluw l.u( Padsd_ea Pad (i,PS \ (Desert hum Cooup) I-7-15 duc■ CONTRACT NO. SA34300 requirements of the Foreign Investment in Real Property Tax Act and equivalent California legislation. (c) Other Sums and Documents. All other documents and sums required by Escrow Holder according to this Agreement to carry out the Escrow and to issue the Title Policy to Buyer in the form required by Buyer. 8.6 Conditions to the Close of Escrow. Close of Escrow shall not take place unless and until: (a) Seller's Obligation. Seller's obligation to sell the Property to Buyer is contingent on the following: (i) Buyer shall have delivered the Purchase Price, less any credits described in this Agreement, for the Property. (ii) The Seller's Oversight Board has approved this Agreement and/or the sale of the Property, and the California Department of Finance has approved this Agreement and/or the sale of the Property. (iii) On and as of the Close of Escrow, all of the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects. (iv) Buyer shall have timely performed all other obligations of Buyer under this Agreement. In the event that any of the foregoing conditions have not occurred or been satisfied or waived by the Closing Date, Seller shall be entitled to terminate this Agreement and, subject to the provisions of Section 8.9 below. any funds deposited, including the Deposit by Buyer and any interest thereon will be returned to Buyer. (b) Buyer's Obligation. Buyer's obligation to purchase the Property is contingent on the following: (i) The Property shall be in substantially the same physical condition that existed as of the date of this Agreement. (ii) The Seller's Oversight Board has approved this Agreement and/or the sale of the Property. and the California Department of Finance has approved this Agreement and/or the sale of the Property. (iii) The Buyer shall have received Final Approval of the Project Entitlements, and there shall be no moratorium or similar development related restriction that would preclude 6 6 d con Dv.cluprnent Va1Ln:V.aa C, 1.\ Pu.pert) Sales'DvAlt W11.0w Lot Pad. 1 .0 Pad GYSA IUesert rgun, Group, 1.7.15 d,aa CONTRACT N0. SA34300 or materially restrict or delay Buyer's intended development and construction of the Project. (iv) "Title Company shall be irrevocably committed to issue the Title Policy to Buyer at the Close of Escrow in accordance with the terms of Section 5.2 hereof, subject only to the payment of any applicable premiums. (v) Seller shall have performed all of its other obligations under this Agreement. In the event that any of the foregoing conditions have not occurred or been satisfied or waived by the date(s) specified. Buyer shall be entitled to terminate this Agreement and, subject to the provisions of Section 8.9 below, any funds deposited by Buyer. including the Deposit. and any interest thereon will be returned to Buyer. (c) Delivery of Sums and Documents. Both parties have deposited with Escrow Holder all sums and documents required by this Agreement. 8.7 Closinu Procedure. Upon receipt of all funds and instruments described in this Section 8, and upon satisfaction or waiver of all contingencies and conditions set forth in this Agreement, Escrow I Iolder shall: (a) Record the Grant Decd. Record the Grant Deed in the Official Records of Riverside County, California. (b) Title Policy. Cause the Title Policy to be issued. (c) Purchase Price. Deliver the Purchase Price to Seller, Tess any costs and expenses shown on the closing statements approved by Seller and Buyer, which costs and expenses shall be disbursed as instructed by Seller and Buyer in escrow instructions delivered to Escrow Holder prior to the Closing Date. 8.8 Electronic/Counterpart Documents. In the event Buyer or Seller utilizes "facsimile" or other electronically transmitted signed documents. then except as otherwise set forth below with respect to recorded documents, the parties hereby agree to accept and instruct Escrow Holder to rely upon such documents as if they bore original signatures. Buyer and Seller hereby agree, if requested by Escrow Molder, to provide to Escrow Holder within seventy-two (72) hours after transmission, such documents hearing the original signatures. Buyer and Seller further acknowledge and agree that electronically transmitted documents bearing non -original signatures will not be accepted for recording and that the parties will timely provide originally executed documents to Escrow Holder for such purpose. Escrow IIolder is authorized to utilize documents which have been signed by Buyer and Seller in counterparts. 8.9 Costs of Escrow. Buyer will pay one-half of Escrow Holder's fee, and any additional costs and charges customarily charged to buyers in accordance with common escrow practices in Riverside County. Seller shall pay one-half of Escrow Holder's fee. the costs and expenses associated with the Title Policy as described in Section 4, and any additional costs 7 G 4 \lartut A!.uc, S.' Prolxnv Sale3Dcycrt U illttw Lot Patl'l of Pad G.1'SA (I)ort Equity Group) 1.7.1 S docv CONTRACT NO. SA34300 and charges customarily charged to sellers in accordance with common escrow practices in Riverside County. 8.10 Property "faxes and Assessments. Under Seller's ownership, the Property has not been subject to real property taxes or assessments. At the Close of Escrow, Buyer will become liable for all real property taxes and assessments (including any supplemental assessments) allocable to the Property for the period commencing after the Close of Escrow. 8.11 Brokers' Commissions. Neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction. through any real estate broker or other person who can claim a right to a commission or tinder's lee in connection with the sale contemplated herein, except for Wilson -Johnson Commercial Real Estate as broker for the Buyer, whose commission in an amount not to exceed one percent (1 %) of the Purchase Price shall be paid by Seller at the Close of Escrow, and any amount in excess thereof shall be paid by the Buyer. If any other broker or finder perfects a claim for a commission or finder's fee based upon any such contact, dealings or communication, then the party through whom such person makes its claim shall indemnify, hold harmless and defend the other party (the "Indemnified Party") from any and all costs, damages, claims, liabilities, losses, or expenses, (including without limitation, reasonable attorneys' fees and disbursements) incurred by the Indemnified Party in defending against the claim. The provisions of this Section shall survive termination of this Agreement and the Close of Escrow. 8.12 Possession. Possession of the Property shall be surrendered to Buyer at the Close of Escrow. 8.13 Report to IRS. After Close of Escrow and prior to the last date on which such report is required to be filed with Internal Revenue Service ("IRS"), and if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the IRS on Form 1099-B. W-9 or such other form(s) as may be specified by the IRS pursuant to said Section 6045(e). Concurrently with such filing, Escrow Holder shall deliver a copy thereof to Buyer and Seller. 9. Remedies for Default. 9.1 Seller Default. If Seller defaults under this Agreement prior to the Close of Escrow. Buyer may, at its option. terminate this Agreement (in which case the Deposit will be returned by Escrow Holder to Buyer) or initiate an action for specific performance of this Agreement. 9.2 Buyer Default. IF BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY, SELLER MAY TERMINATE TIBIS AGREEMENT. IN WHICH EVENT SELLER SHALL RETAIN THE DEPOSIT AS FULL. AGREED AND LIQUIDATED DAMAGES, AND SELLER'S RETENTION OF THE DEPOSIT IS SELLER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH BUYER DEFAULT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE "THAT IN THE EVENT OF A DEFAULT BY BUYER IN ITS OBLIGATION TO CLOSE THE PURCHASE OF TIIE PROPERTY, SELLER'S ACTUAL 8 ( I<onUe,e.oprnenf\lmnnAI, an, .NA Proper Snlc,bpcnNdlowLot Pads Lot Pad (,J' 11Ue,crtrq❑n,Gnmpr1-7.1stick. CONTRACT NO. SA34300 DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' REASONABLE ESTIMATE OF SUCH DAMAGES, AND THAT SUCII AMOUNT IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (1) SELLER WILL INCUR ADMINISTRATIVE COSTS IN THE NEGOTIATION AND REVIEW OF THIS AGREEMENT AND OTHER DOCUMENTS RELATING TO THIS TRANSACTION, AND WILL INCUR DAMAGES BY WITHDRAWING THE PROPERTY FROM THE OPEN MARKET; (2) CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE DEPOSIT MAY BE INCURRED BY SELLER IF TIIE SALE OF THE PROPERTY CONTEMPLATED HEREBY IS NOT COMPLETED; AND (3) SELLER IS ENTERING INTO THIS AGREEMENT WITII BUYER IN RELIANCE UPON BUYER'S COMMITMENT TO PURCHASE THE PROPERTY FROM SELLER. THE PAYMENT OF SUCII AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 9.2, THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHALL NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER'S INDEMNITY, RESTORATION OR CONFIDENTIALf>! Y OBLIGATIONS UNDER THIS AGREEMENT. SELLER'S IN[TIAL‘: BUYER'S INITIALS: 10. Notices. Any and all;tfotices required or permitted to be given hereunder shall be in writing and shall be (i) personally delivered, or (ii) sent by recognized overnight delivery service, mailed by certified or registered mail, return receipt requested, postage prepaid. Any such notice or communication shall be effective when received by the addressee or upon refusal of such delivery to the parties at the addresses indicated below: To Seller: With copy to: Successor Agency to the Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Executive Director Facsimile: 760-341-6372 Best Best & Krieger LLP 74-760 Highway 111. Suite 200 Indian Wells, CA 92210 Facsimile: 760-340-6698 Attn: Robert Ilargreaves To Buyer: Desert Equity Group, LLC 77-700 Enfield Lane, Suite C-1 9 G 1 ne,elopmmnt Martin . Large SA Property Saleid)c en R Ilor Lut Pedslot Pad Gd'SA fUcan f pia} Group) I.7-15 d.x. With copy to: Palm Desert, CA 92211 Facsimile: 760-200-0779 Attn: William S. Bonnheim E-Mail: hill' ci.•deserteciuitvturoun.eom Ferguson Law Firm 73200 El Paseo, Suite 2-D Palm Desert, CA 92260 Facsimile: 760-776-8255 Attn: James Cato Ferguson E-Mail: jim%crtllovlaw.com CONTRACT NO. SA34300 Any party may change its address by a notice given to the other party in the manner set forth above. 11. Buyer Representations and Warranties. As of the date of this Agreement and through and including the date that the Close of Escrow occurs, Buyer hereby represents. warrants and covenants to Seller as follows: (a) Buyer has the right, power and authority to enter into this Agreement, to fulfill its obligations hereunder and to acquire the Property in accordance with the terms hereof, having previously obtained any and all consents and approvals required in connection therewith, and Buyer entering into this Agreement, fulfilling its obligations hereunder and acquiring the Property in accordance with the terms hereof will not violate any existing permit, approval. contract. agreement, law, obligation. restriction, requirement, writ, injunction or judicial order to which Buyer is bound. (b) "There are no actions, suits, litigation or judicial proceedings in any court. tribunal or dispute resolution forum pending or, to Buyer's knowledge, threatened. affecting the right, power or authority of Buyer to enter into this Agreement, to fulfill its obligations hereunder and to acquire the Property in accordance with the terms hereof, or which question the validity or enforceability of this Agreement or of any action taken by Buyer in accordance with this Agreement. (c) The individual(s) executing this Agreement and the documents contemplated herein on behalf of Buyer have the legal right, power and authority to bind Buyer to the terms and conditions hereof or thereof, and this Agreement and the documents contemplated to be executed and delivered herein are or will he upon full execution and delivery valid. legal and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, reorganization. or other similar laws affecting the rights of creditors generally. (d) Buyer is not a. and is not acting directly or indirectly for or on behalf of any. person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, "Specifically Designated National and Blocked Persons," or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control and Buyer is 10 6 'd_„ni Iks uo, n, nt.l7anm AIs are,SA piupcSaksaicK91 w1 k Lot I'adsl of Pad G PSA (I)e rt Igwtt Groupt I.7-0 ,kx, CONTRACT NO. SA34300 not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity. or nation. The breach of a representation or warranty of a party hereunder shall be addressed and resolved pursuant to the terms of Section 8.6 or Article 9, as applicable. 12. Miscellaneous. 12.1 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 12.2 Binding Effect. This Agreement shall bind and inure to the benefit of the parties. their respective heirs, successors and assigns. 12.3 Amendment/Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties. 12.4 Governing Law/Venue. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. Any litigation or arbitration regarding the Property or this Agreement will be brought in Riverside County Superior Court or conducted in Riverside County. 12.5 Business Days. Reference herein to "business days" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of California or in the City of Palm Desert. 12.6 Waiver. No waiver of any breach or default shall he construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 12.7 Attorneys' Fees. In the event of any action or proceeding to enforce or construe any of the provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to reasonable attorneys' fees and costs. 12.8 Assignability. Any assignment of Buyer's rights under this Agreement shall require the prior written consent of Seller, which Seller may grant or withhold in its sole discretion. Notwithstanding the previous sentence, Buyer may transfer its rights under this Agreement to an entity controlled by the Buyer or a majority of the principals of Buyer without approval of the Seller. Except as expressly provided herein, any purported transfer of this Agreement, voluntarily or by operation of law, shall be null and void and shall confer no rights whatsoever upon any purported assignee or transferee, unless otherwise approved in writing by Seller pursuant to this Section 12.8. 11 (i d on De+elop,ene Vann, Ah at r'SA Prrpeny Sales Desert 11 dlow t W Pu1.1.ot Pad (J,P5A (De>en Lguny (,roar) 1-7-15 doss CONTRACT NO. SA34300 12.9 Time of the Essence. Time is of the essence of this Agreement. 12.10 Escrow Holder. Escrow Holder shall conduct the Close of Escrow in accordance with the terms and provisions of the escrow instructions to be given to Escrow I older by the parties in a form consistent with this Agreement. To the extent of any conflict or inconsistency between the terms and provisions of this Agreement and the escrow instructions, the terms of this Agreement shall control. 12.11 Exhibits. All Exhibits which are referred to herein and which are attached hereto or bound separately and initialed by the parties are expressly made and constitute a part of this Agreement. 12.12 Counterparts. This Agreement may he executed in counterparts and when so executed by the parties, shall become binding upon them and each such counterpart will be an original document. 12.13 Severahility. If one or more of the provisions of this Agreement. or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remainder of this Agreement shall not be in any way impaired or affected thereby, it being intended by the parties that all other rights. privileges and obligations under this Agreement shall be valid and enforceable to the fullest extent permitted by law. Notwithstanding the foregoing. this provision shall not apply in the event that a court of competent jurisdiction determines that the application hereof would materially and adversely affect a party hereto or the rights and interests of such party under this Agreement and would not he consistent with the perceived intent of the parties as otherwise reflected in this Agreement. 12.14 Further Assurances. Upon the Close of Escrow, and from time to time thereafter, and as an obligation surviving the Close of Escrow, Seller and Buyer agree that they shall, at the request of the other make, execute and deliver or obtain and deliver all such affidavits, deeds, certificates, and other instruments and documents, and shall do or cause to be done all such acts or things, which either party may reasonably require in order to complete the consummation of the transactions contemplated by this Agreement, provided that the party to whom any such request is made is not subjected to any additional cost, expense or liability, or any increase in duties or obligations or any reduction or impairment of rights and interests in any material way in connection therewith. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS 12 G '.I con Pe, e.opmrnr Maros /that a/SA Properly Saks Desert NJluw Our Pad%-Lor P.t (i PSA IL), o Equity Group) 1-7-15 Jhx, CONTRACT NO. SA34300 SELLER: SUCCES ' 1 R AGENCY TO THE PALM DESERT R DEVELOPMENT AGENCY By: Name: Its: BUYER: DESERT EQUITY GROUP, LLC, a California limited liability company By: Name: Its: 1, h. JT eh a Aeir) rr1 r!r ,' 13 lk.dopmem`1tanm AI aiv SA Ptopcns Sales'lle`un Willow Lot I'ads,Lot Pad (i PSA (De,cn l gun. Gnn.pt I -I du, CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califomia County of R; vex s id e On ThA 25 2-OS before me, Date personally appeared 6rysict l od v( �ofar i�uWL, Here lnsggrt Nam'and Title of the Off(cer 5. Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be t erson(s) whose name(s is are scribed to the within instrument and acknow :•ged to me tha he he/they executed the same in Wier/their authorized capacity(ies), and that b / er/their signature s) on the instrument the person(s), or the entity upon behalf of which the person(s) - ' ed, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CRYSTAL RODGERS Commission if 1990788 Notary Public - California z Riverside County My Comm Expires Sep 10, 2016 WITNESS my ha Signature nd official seal. 7gnature • Notary Pu, rc Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Other Than Named Above: Capacity(Qes) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): Partner — I_I Limited ' General Individual Attomey in Fact Trustee Guardian or Conservator Other: Signer Is Representing: Document Date: Signer's Name: Corporate Officer — Title(s): Partner — C; Limited ; General -1 Individual 1 Attomey in Fact Trustee Guardian or Conservator Other: Signer Is Representing: csRSC -kfi.Vvii veS.':�7' sduoa�.. ' ,«,..o.NAo wS064.1 ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califomia County of _jr�/X-5' C7� On J utJF: 15 before me, RA-r' {FL1r_s• t% Date t I Here Insert Name and Tide of the Officer personally appeared (C7 Name(s) f Signer's) who proved to me on the basis of satisfactory evidence to be the persons) whose name* is/are. subscribed to the within instrument and acknowledged to me that he/she/they. executed the same in his✓herftheir authorized capacity(iec), and that by his/her/their signature( on the instrument the person{s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. RACHELLE 0.)(LASSEN Commissloe +I 20241184 Notary Arlie • Csidones Riverside Courtly Aftr Comm. E drss Jen 1 S„ 2017 lees WITNESS my hand and official seal. Signature Signature of Notary • blic Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docaune of P .1As-.G I4NT) Title or Type of Documents cuttlen�- t Date: •--e �'t71 Number of Pages: 9-1 Signer(s) Other Than Named Above: o 1 u �pLx11� , rh Capac lty(ies) Claimed bySign ) Signer's Name: �.t-{.rt tATti Corporate Officer — 'Title( s : Partner — ._; Limited i-1 General Individual f •1 Attorney in Fact Trustee I _i Guardian or Conservator Sign ' Name: `: Corpora = s, cer — Title(s): J Partner — El _ • Cl General Li Individual LS.1, A : in Fact Trustee .7! Guardia • Conservator )( Other: - I Other: Signer Is Representing. C :_ _, T Signer Is Representing: u• w.,-�c.++a-aV..±www+IcwN.AdaadJ ..a�41a.i.aa!r�Nb..dk who 001.41� 41.14,4e4�'OJG WU%Ht JL�.rW deWa.W,�'+n:dFil.4iEL `b4 �. -- v11e446/4ae4,4n4,444..dNhitF ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CONTRACT NO. SA34300 CONSENT AND ACKNOWLEDGMENT OF ESCROW HOLDER Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) act as the Escrow Molder under said Agreement and (iii) be hound by said Agreement in the performance of its duties as Escrow Holder. Escrow Holder acknowledges receipt on the date hereof of originals or counterparts of the foregoing Agreement fully executed by Seller and Buyer. Dated: Escrow Holder advises the parties that the date of the Opening of Escrow is , ?015. , 2015 FORESITE ESCROW By: Its: Escrow Officer 14 (.' 1: v:. 1), e1opme.t- V anm : is ar rz 7. \ Pru{.eny Sales Ikaen W illnw 1 or PaJ<-1 a< Pad G.PSA (Desert P.yunN Group) 1.7-15 dat a CONTRACT NO. SA34300 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Riverside, State of California. described as follows: Parcel 1: Assessor's Parcel No: 620-430-024 The East half of the Southeast Quarter of the Southwest Quarter of the Southwest Quarter of Section 4. Township 5 South, Range 6 East, San Bernardino Base and Meridian. Excepting therefrom all oil, gas and other mineral deposits, tosether with the right to prospect for. mine and remove the same, according to the provisions of Act of Congress of June I. 1938 (52 Stat. 609) as reserved in Patent from the United States of America, recorded November 22, 1966 as Instrument No. 112922. Except thereon the Southerly 44 feet as conveyed to the County of Riverside by deed recorded March 31. 1958 as Instrument No. 23183 of Official Records. Parcel 2: Assessor's Parcel No: 620-430-025 The West half of the Southwest Quarter of the Southeast Quarter of the Southwest Quarter of Section 4, Township 5 South, Range 6 East, San Bernardino Base and Meridian. Excepting therefrom all oil, gas and other mineral deposits, tosether with the right to prospect for, mine and remove the same, according to the provisions of Act of Congress of June 1, 1938 (52 Stat. 609) as reserved in Patent from the United States of America, recorded November 22, 1966 as Instrument No. 112923 of Official Records of Riverside County, California; Also excepting therefrom the Southerly 44 feet as conveyed to the County of Riverside by deed recorded May 20, 1958 in Book 2273, Page 480 of Official Records of Riverside County, California. Exhibit A 7 2 500. 00000,.9498 140 I EXHIBIT B GRANT DEED [See Attached? 725110,000U0`•9498I.30 I CONTRACT NO. SA34300 CONTRACT NO. SA34300 EXIIIBIT "B" Form of Grant Deed RECORDING REQUESTED BY: SUCCESSOR AGENCY 1.0 Ti IL PALM DESERT REDFVFLOP'1ENT AGENCY c'o CI FY OF PALM DESERT 73-5It) Fred Waring Mk Palm Desert. California 92260 Attn: City Clcrh V IlFN RECORDED RL I URN 10: Desert Equity Group. 1.I .0 77-700 Enfield bane. Suite ('-I Palm Desert, CA 9221 1 Attn: William S. Bonnheim Exempt from Recording fees Pursuant to (i.0 6103 APN: 620-430-024, 025 Above Space for Recorder's Use Documentary transfer tax is $ GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY. a public entity ("Grantor"). hereby grants to DESERT EQUITY GROUP, LLC. a California limited liability company ("Grantee"). the following described real property (the "Property") situated in the City of Palm Desert, County of Riverside. State of California: See Exhibit A attached hereto. AND excepting any public rights of way or public easements. IN WI INESS WHEREOF, Grantor has caused its name to be affixed hereto and this instrument to he executed by its duly authorized officer. DATED: , 20.15 GRANTOR: SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY By: Name: John M. Wohlmuth Its: Executive Director EXHIBIT "B" Form of Grant Deed ACKNOWLEDGEMENT CONTRACT NO. SA34300 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ) On before me, Notary Public. personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is!are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) CONTRACT NO. SA34300 EXHIBIT "B" Form of Grant Deed EXHIBIT A LEGAL DESCRIPTION OF PROPERTY' All that certain real property situated in the County of Riverside, State of California, described as follows: Parcel 1: Assessor's Parcel No: 620-430-024 The East half of the Southeast Quarter of the Southwest Quarter of the Southwest Quarter of Section 4, Township 5 South, Range 6 East. San Bernardino Base and Meridian. Excepting therefrom all oil, gas and other mineral deposits, together with the right to prospect for, mine and remove the same, according to the provisions of Act of Congress ofJune 1. 1938 (52 Stat. 609) as reserved in Patent from the United States of America, recorded November 22, 1966 as Instrument No. 112922. Except thereon the Southerly 44 feet as conveyed to the County of Riverside by deed recorded March 31, 1958 as Instrument No. 2'3183 of Official Records. Parcel 2: Assessor's Parcel No: 620-430-025 The \Vest half of the Southwest Quarter of the Southeast Quarter of the Southwest Quarter of Section 4, Township 5 South, Range 6 East, San Bernardino Base and Meridian. Excepting therefrom all oil. gas and other mineral deposits, together with the right to prospect for, mine and remove the same, according to the provisions of Act of Congress ofJune 1, 1938 (52 Stat. 609) as reserved in Patent from the United States of America, recorded November 22, 1966 as Instrument No. 112923 of Official Records of Riverside County, California; Also excepting therefrom the Southerly 44 feet as conveyed to the County of Riverside by deed recorded May 20, 1958 in Book 2273, Page 480 of Official Records of Riverside County, California. RIDGE DR Gc(r K a s 4, "iK ` . 620-430-024 620-430-025 CVWD Well Site 1 ACRE Potential 1-Acre Well Site Date: 12/2015 VICINITY MAP