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Res OB-183 (2)
STAFF REPORT OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ECONOMIC DEVELOPMENT DEPARTMENT DATE: June 25, 2018 PREPARED BY: Martin Alvarez, Director of Economic Development REQUEST: Authorization to execute a Purchase and Sale Agreement (PSA) with Desert Wave Ventures, LLC (DWV) to sell the Successor Agency to the Palm Desert Redevelopment Agency's (SARDA) property located at the north end of Desert Willow Drive, also known as Site 12(b) on the Long Range Property Management Plan (LRPMP) (Contract No. SA37160) Recommendation Waive further reading and adopt Resolution No. OB - 183 , authorizing execution of a Purchase and Sale Agreement with DWV for the sale of property located at.the north end of Desert Willow Drive, Palm Desert (APN 620-420-023), Property No. 12(b) of the LRPMP, and taking related actions. Backaround On June 2, 2014, the SARDA's LRPMP was approved by the State Department of Finance. The subject parcels are identified as Site 12(b) on the LRPMP and require disposition at or above fair market value. The subject parcel is vacant and located at the north end of Desert Willow Drive, Palm Desert, and totals 14.65 acres. The parcel is designated Resort and Entertainment in the City's General Plan and is zoned Planned Residential. The property is located south of the existing Desert Willow clubhouse and the City-owned overflow parking lot (see attached map). Discussion With the dissolution of the Redevelopment Agency and the approval of the LRPMP, the SARDA is tasked with selling Site 12(b). In anticipation of the sale of the property, SARDA staff contracted with Capital Realty Analyst (CRA) to conduct a fair market appraisal of the 14.65 acre site. CRA's appraised value for the site is $2,050,000 based on its current zoning of Planned Residential. CRA's appraisal complies with the reporting requirements set forth in the Uniform Standards of Professional Appraisal Practice, under Standard Rule 2-2(a) (see attached appraisal). Consistent with the approved LRPMP, SARDA staff has prepared a PSA that will authorize the sale of Site 12(b) to DWV for the appraised value of $2,050,000. DWV is proposing a wave pool and hospitality project on the 14.65-acre parcel and if approved the developer Oversight Board Staff Report Authorize Purchase/Sale Agreement Site 12(b) LRPMP June 25, 2018 Page 2 of 2 will work with the City to secure project entitlements. The PSA has the following terms and requires the developer to meet the foliowing conditions: • The terms of the PSA is 24 months. The developer shali be required to submit a project entitlement application to the City within six (6) months of approval of the PSA by the State Department of Finance. • The developer shall deposit $200,000.00 into escrow upon execution of the agreement. The deposit becomes non-refundable at the end of the 6-month feasibility period. � Developer shail submit a draft environment impact report to the City within 9 months of the effective date. • The Developer shall close escrow within 30-days of receiving final approval of the development entitlements and approval of the first phase building permits. • The Executive Director has the authority to grant two (2) six-month extensions to escrow if the entitlement review process requires additional time or if mutually agreed to. Staff recommends that the Executive Director be authorized to finalize and execute the attached PSA, once the State Department of Finance grants approval. Fiscal Analvsis Site 12(b) is 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. LEGAL REVIEW Approved as to Form -�� �� Robert W. Hargreaves City Attorney DEPT. REVIEW Martin Alvarez Economic Development Director FINANCIAL CITY MANAGER REVIEW �� >� , ;: �� "- �.' J ne# Moore Lauri Aylaian `� Director of Finance Executive Director ATTACHMENTS: Lot Pad B Site Map Resolution No. OB-183 PSA (Contract No. SA37160) Property Appraisal G\Econ Development\Martin Alvarez\2018\OSB\O58 SR-Lot Pad B- 06-25-18.doc (5-D, ���, ��l( ��✓4=�:�`BY OVERSIGHT BOARD � � ON_.Q� — � -- �i--� � VERIFIED B Origina.( an file with C,ity Clerl�s C1ffice ,t • ��1� � , • . p�r� � �.�G� � c,�.� �s o� c� h �.._ Q���-'�So-l�. �('Ee.�c��,,..�, � r ��7 l , �--� t' NOTICE OF SPECIAL 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 Purchase and Sale Agreement with Desert Wave Ventures, LLC for Property Located at the North End of Desert Willow Drive, known as APN 620-420-023, Property 12(b) Pursuant to the Long Range Property Management Plan Date: June 25, 2018 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 June 25, 2018, 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 Purchase and Sale Agreement with Desert Wave Ventures, LLC for property located at the north end of Desert Willow Drive, known as APN 620-420-023, Property 12(b) 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 mal varez @ 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 � 5� � Dated this � day� , 2018 �i��z_..- � � _ ��� Rac lle D. Klassen, Secretary to the Successor Agency to the Palm ert Redevelopment Agency RESOLUTION NO. OB- 183 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT FOR PROPERTY LOCATED AT THE NORTH END OF DESERT WILLOW DRIVE, PALM DESERT, CA (APN 620-420-023), PROPERTY 12(b) OF THE LONG RANGE PROPERTY MANAGEMENT PLAN WITH THE CITY OF PALM DESERT RECITALS: A. Pursuant to AB X1 26 (enacted in June 2011), as modified by the California Supreme CourYs decision in California RedevelopmentAssociation, 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 Department of Finance's (DOF) 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 Purchase and Sale Agreement (see Exhibit A) with Desert Wave Ventures, LLC for Property 12(b) of the LRPMP (APN 620-420-023) in the amount of $2,050,000.00 (fair market value). 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. -1- RESOLUTION N0. OB - 183 J. The Oversight Board is adopting this Resolution to direct the execution of the Purchase and Sale Agreement (see Exhibit A) with Desert Wave Ventures, LLC for fair market value 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 June 15 , 2018. 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 Purchase and Sale Agreement (see Exhibit A) with Desert Wave Ventures, LLC for fair market value as directed by the approved LRPMP. The Executive Director of the Successor Agency is hereby authorized to execute the Purchase and Sale Agreement to complete the disposition of the properties. 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. Section 4. This Resolution shall become effective in accordance with HSC Section 34181(fl. APPROVED and ADOPTED this 26th �day of June , 2018. AYES: NOES: ABSENT: ABSTAIN: SUSAN MARIE WEBER, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY -2 - RESOLUTION NO. OB - 183 EXHIBIT A OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY PURCHASE AND SALE AGREEMENT FOR PROPERTY LOCATED AT THE NORTH END OF DESERT WILLOW DRIVE, PALM DESERT, CA (APN 620-420-023), PROPERTY 12(b) OF THE LONG RANGE PROPERTY MANAGEMENT PLAN WITH THE CITY OF PALM DESERT -3- RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 REAL ESTATE OPTION AND PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This Real Estate Option and Purchase and Sale Agreement and Joint Escrow Instructions (this "Agreement"), dated for reference purposes only as of , 2018 (the "Effective Date") is entered into between DESERT WAVE VENTURES, LLC, a Delaware limited liability company ("Buyer"), and the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY ("Seller"), for the purchase and sale of that certain real Option Property consisting of approximately 14.65 acres located in the City of Palm Desert, County of Riverside ("County"), State of California, known as A.P.N. 620-420-023, (the "Option Property"), as legally described on Exhibit A attached hereto and identified on the map attached hereto as Exhibit A-1. As used herein the term "Option Property" shall include all of Seller's right, title and interest in and to all entitlements, easements, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant thereto and all improvements located thereon, excepting any right, title or interest to any public rights of way or public easements. The term "Seller" or "Successor Agency" or "Agency" in all cases herein refers to the Successor Agency to the Palm Desert Redevelopment Agency and the term "City" as used herein means the City of Palm Desert, a municipal corporation. The term `�ffective Date" as used in this Agreement shall be the date of State Approval of this Agreement as set forth in Recital G. RECITALS This Agreement is entered into with reference to the following facts: A. Pursuant to AB X1 26 (which became effective at the end of 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 "Redevelopment Agency") was dissolved as of February 1, 2012 and the Agency was constituted to wind down the affairs of the former Redevelopment Agency; and B. AB 1484 (which became effective at the end of June 2012) amended and supplemented AB X1 26 (AB X1 26 and AB 1484, together, being referred to below as the "RDA Dissolution Act"); and C. Pursuant to the RDA Dissolution Act, all assets, properties, contracts, leases, books and records, buildings, and equipment of the former Redevelopment Agency have been transferred to the control of the Agency; and D. Agency owns the fee interest in the Option Property; E. Buyer desires to purchase the Option Property; F. On , 2018, the Oversight Board adopted its Resolution No. approving this Agreement (the "Oversight Board Approval"); 1 81097.00006\312 l 0648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 G. On , 2018, the State of California, Department of Finance ("DOF") approved this Agreement as required by the RDA Dissolution Act (the "State Approval"). Seller and Buyer agree that such approval by DOF is a condition to the execution and enforceability of this Agreement; H. The appraisal conducted for the Option Property by Capital Realty Analysts and concluded that the fair market value for the Option Property was $2,050,000.00 (the "Appraisal"); and I. Seller desires to grant an option to purchase the Option Property and Buyer desires to purchase an option to purchase the Option Property as specifically described herein. NOW, THEREFORE, the parties hereto agree as follows: GRANT OF OPTION A. Grant of Option. SELLER hereby grants to BUYER an option to purchase the Option Property on the terms and conditions specified in this Agreement. B. Option Consideration. Failure to make any payment required by this section on or before the date specified shall cause this option to terminate. As used in this Agreement, the term "Option consideration" includes consideration both for the initial option and for any extension term. The consideration for the initial term of the option shall be the Deposit described in section 2.B., below. If Buyer desires to extend the term as provided in Section 1.C, below, Buyer, prior to the expiration of the then current term shall (i) give written notice to Seller of Buyer's election to extend, and (ii) deposit with Escrow Holder additional option consideration. Additional option consideration for the single six-month extension shall be Fifty Thousand Dollars ($50,000.00). If this Agreement is terminated pursuant to Section 6, below regarding title matters, option consideration for the initial term of the option shall be refunded to Buyer. Otherwise, except as provided in Section 1, all option consideration shall be nonrefundable unless Seller defaults under this Agreement. The consideration for the initial option and option extensions is to be disbursed to Seller within forty-eight (48) hours of deposit thereof by Buyer. This Agreement constitutes irrevocable instructions to Escrow Holder that consideration for the initial option and option extensions is to be disbursed to Seller within forty-eight (48) hours of deposit thereof by Buyer. All option consideration (including extensions) shall be applicable to the purchase price. C. Option Term. The initial term of this option shall expire at 5:00 p.m. on the second anniversary of the Effective Date ("Option Term"). If this option has not 2 81097.00006\3 I 2 l 0648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 theretofore expired, Buyer may extend the Option Term for up to one(1) six (6) month periods only if Buyer timely deposits the additional option consideration pursuant to Section 1.B and timely gives notice of election to extend as provided in that Section. Each extension period shall expire at 5:00 p.m. on the last day of a calendar [month/year] unless such day is not a Business Day, in which case the extension period shall expire on the next following day which is a Business Day. A Business Day shall mean Monday through Friday, except for holidays on which the Riverside County Recorder's office is closed. D. Permission To Enter. SELLER hereby grants to BUYER, or its authorized agents, permission to enter upon the Option Property at all reasonable times from the Effective Date until the expiration of the Option Term, and if the option is exercised, from and after such exercise until close of this transaction for the purpose of conducting due diligence, including making necessary or appropriate inspections. BUYER will give SELLER at least two (2) business days written or oral notice before going on the Option Property. BUYER does hereby indemnify and hold harmless SELLER, SELLER's heirs, successors, assigns, officers, employees, agents and representatives free and harmless from and against any and all liability, loss, damages and costs and expenses, demands, causes of action, claims or judgments, arising from or that is in any way connected with BUYER's inspections or non-permanent improvements involving entrance onto the Option Property pursuant to this Section 1 D. If BUYER fails to acquire the Option Property due to BUYER's default, this license will terminate upon the termination of BUYER's right to purchase the Option Property. In such event, BUYER will remove or cause to be removed all of BUYER's personal Option Property, facilities, tools and equipment from the Option Property. If BUYER does not remove all of BUYER's personal Option Property, facilities, tools, and equipment from the Option Property within ten (10) business days of the date that BUYER's license terminates under this Section, SELLER has the right to remove said personal Option Property, facilities, tools and equipment from the Option Property. In the event BUYER fails to remove BUYER's personal Option Property, facilities, tools and equipment from the Option Property after entering the Option Property to perform due diligence, including to make necessary or appropriate inspections as specified in this Section 1 D, BUYER is responsible for all reasonable costs incurred by SELLER in any such removal by SELLER. 2. EXERCISE OF OPTION A. Exercise. The option shall be exercised, if at all, prior to the expiration of the initial term, or, if extended, prior to the expiration of the applicable extension term. In order to exercise the option, BUYER must give written notice to SELLER of election to exercise on or before the deadline for exercise which is the Option Term ("Option Exercise"). If an expiration date or deadline would otherwise be a day which is not a Business Day, then the expiration date or deadline shall be the next following Business Day. 3 8 l 097.00006\31210648. I RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 B. Memorandum of Option. The parties shall execute a memorandum or short form of this Agreement to be recorded, filed or published in the public records of Riverside County within 3 Business days of the execution of this Agreement. C. Quitclaim Deed. Upon expiration or termination of this option without the option having been effectively exercised, BUYER agrees that it shall, within five (5) Business days of any request therefor, execute and deliver to SELLER a quitclaim deed to the Option Property. The provisions of this section shall survive the termination of this Agreement. 2. PURCHASE PRICE/ DEPOSIT/ INDEPENDENT CONSIDERATION : A. The purchase price for the Option Property shall be in consistent with the Appraisal Two Million Fifty Thousand and no/100 Dollars ($2,050,000.00) (the "Purchase Price") to be paid all cash to Seller at Closing, less the Deposit made by Buyer pursuant to Section 2. B. Buyer has previously deposited a cash sum equal to Two Hundred Thousand Dollars ($200,000.00) (the "Deposit") in escrow (the "Escrow") with Foresite Escrow at 41995 Boardwalk, Suite G-2, Palm Desert, CA 92211, Attn: Esther Lopez ("Escrow Holder"). Buyer may replace the Deposit held with Escrow so long as Buyer pays any and all fees and costs associated with the Deposit replacement; Seller shall cooperate with the Deposit replacement, but shall not be responsible for any fees or costs. The Deposit, is also the option consideration, shall be held in the Escrow until the Feasibility Deadline (as defined in Section 10 below) with the interest earned thereon inuring to the benefit of Buyer. If on or before the Feasibility Deadline, Buyer delivers to Seller and Escrow Holder written notice approving the feasibility of the Option Property, the Deposit shall thereafter be non-refundable to Buyer, except as otherwise set forth in this Agreement, and shall remain in Escrow until the Closing or earlier termination of this Agreement, and provided further that until the Closing occurs or until Seller receives the Deposit as liquidated damages pursuant to Section 7.E. hereof, Buyer shall be deemed the owner of the Deposit, and Seller and its successors and assigns shall not be entitled to withdraw from Escrow or to receive from Escrow all or any part of the Deposit. If this Agreement is terminated or deemed terminated on or before the Feasibility Deadline, Seller hereby authorizes Escrow Holder to immediately release the Deposit (and all of the interest earned on the Deposit) to Buyer without any additional documentation required from the parties. Seller releases Escrow Holder from all liability in connection with the release of the Deposit to Buyer in accordance with the preceding sentence, and following such release of the Deposit, neither party shall have any further rights or obligations hereunder (other than those arising from a party's breach of this Agreement). The Deposit shall be credited against the Purchase Price at the Closing. C. Within three (3) business days following the mutual execution and delivery of this Agreement to Escrow, Buyer shall deposit into Escrow the amount of One Hundred Dollars ($100.00) (the "Independent Consideration"). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights and options extended to Buyer hereunder, including, without limitation, the right 4 81097.00006\31210648. l RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 and option to terminate this Agreement as provided herein. The Independent Consideration shall be disbursed to Seller immediately following Buyer's deposit thereof into Escrow. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement and the Deposit is returned to Buyer, Seller shall retain the Independent Consideration when the Deposit is returned to Buyer. The Independent Consideration shall not be applicable to the Purchase Price or treated as consideration given by Buyer for any purpose other than as provided herein. The parties agree that it is their intention that the amount of the Independent Consideration is sufficient consideration, as such term is defined in Steiner v. Thexton, 48 Cal. 4th 411 (2010). Buyer and Seller hereby acknowledge and confirm that they have had an opportunity to review this provision with their respective, independent counsel. 3. FAIR MARKET VALUE; NO SUBSIDY BY SELLER; NO AGENCY OBLIGATIONS. Buyer and Seller acknowledge and agree that the Purchase Price represents the current fair market value of the Option Property as set for the in the Appraisal. Buyer and Seller further acknowledge and agree that neither Seller not City, in their regulatory capacity or otherwise, has provided or agreed to provide any subsidy to the Buyer in connection with Buyer's acquisition, development, use and/or operation of the Option Property, nor is there any plan to provide any such subsidy to the Buyer. 4. REQUIRED SUBMITTALS TO CITY. A. By the end of the Buyers Feasibility Approval, as set for in Section 10 below, Buyer shall submit its complete application to the City of Palm Desert for all required approvals pertaining to the Buyers application submittal. B. Within three (3) months of submitting the complete application to the City, Buyer shall submit to the City all required environmental documents to the City. 5. ESCROW: A. Closinq. The parties shall open an escrow within one (1) business day of Option Exercise on which Buyer exercises its Option. Close of Escrow means the date on which the Grant Deed is recorded in the Official Records of the County of Riverside. The Close of Escrow will be 30 days after the Option Exercise, subject to satisfaction of all of Buyer's conditions described under Section 12 but in no event shall the Close of Escrow be later than ninety (90) days after the Option Exercise (the "Closing Date" or "Closing"). The Closing Date may be extended by the Executive Director as set forth in Section 9. Buyer may elect to close the Escrow before the Closing Date upon thirty (30) days prior written notice to Seller. B. Escrow Instructions; Costs. The provisions hereof shall constitute joint instructions to Escrow Holder to consummate the purchase in accordance with the terms and provision hereof. The parties shall execute such additional escrow instructions, not inconsistent with the provisions hereof, as may be deemed reasonably necessary to carry out the intentions of the parties as expressed herein; provided, 8 l 097.00006\31210648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 however, if the provisions of any such additional instructions contradict with the provisions of this Agreement, then the provisions of this Agreement shall control. At Closing, (i) real estate taxes shall be prorated between Buyer and Seller as of the closing date, and (ii) all other closing costs and prorations shall be paid by county custom. C. Deposit of Documents. (1) At or before the Closing, Seller shall deposit into escrow the duly executed and acknowledged Deed (defined below) conveying the Option Property to Buyer; (2) At or before the Closing, Buyer shall deposit into escrow the funds necessary to close this transaction; and (3) Seller and Buyer shall each deposit such other instruments as are reasonably required by the "Title Company" (defined below) or otherwise required to close the escrow and consummate the purchase of the Option Property in accordance with the terms hereof. D. Prorations. The Current Taxes shall be prorated as of the Closing Date based on the tax assessor's most recent tax bill for the Option Property except all delinquent taxes and assessments shall be paid by Seller. The parties shall cooperate in good faith following the Closing (and outside of the Escrow) to reconcile any prorations made at the Closing that do not accurately reflect the actual prorated cost or revenue. All prorations of amounts for which Seller is responsible but which Buyer pays or agrees to pay in the future shall be credited against the Purchase Price. E. Balance of Purchase Price. Prior to 10:00 a.m. on the day of Closing, Buyer shall deposit with wire to Escrow Holder 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. F. Closinq Procedure. Upon receipt of all funds and instruments described in this Section 5, and upon satisfaction or waiver of all contingencies and conditions set forth in this Agreement, Escrow Holder shall: County, California. (1) Record the Grant Deed in the Official Records of Riverside (2) Issue the Title Policy (as defined below) to the Buyer. (3) Deliver the Purchase Price to Seller, less 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. 0 81097.00006\3 I 2106�8. I RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 6. TITLE: Buyer has procured that current preliminary title report respecting the Option Property issued by Lawyer's Title/Commonwealth Land Title Company in Riverside, CA (the "Title Company") attached hereto as Exhibit B, along with legible copies of the documentation evidencing all exceptions shown therein (the "Title Report"). Within thirty (30) days following the Effective Date, Buyer shall disapprove in writing any exceptions contained in the Title Report to which Buyer objects (the "Disapproved Exceptions"); all exceptions not so objected to by Buyer in writing shall be referred to as "Approved Exceptions". Seller shall have ten (10) days after Buyer delivers such notice to advise Buyer if Seller will agree to remove any of such Disapproved Exceptions from title. If Seller does not so agree in writing to remove all of the Disapproved Exceptions, then, until the Feasibility Deadline, Buyer may elect to terminate this Agreement and recover the Deposit previously made and any interest actually earned thereon, in which event the parties shall have no further rights or obligations hereunder; or, alternatively, Buyer may elect to waive its objection to those Disapproved Exceptions in which event such Disapproved Exceptions will be deemed to be Approved Exceptions. At the Closing, Seller shall convey its fiee interest in and to the Option Property to Buyer (or to such other . affiliated entity as may be specified in Buyer's escrow instructions and approved by Agency) by deed in a form reasonably mutually acceptable to Buyer and Seller (the "Deed"). Title to the Option Property shall be subject only to (i) a lien for then current taxes, bonds and assessments not yet delinquent and (ii) the Approved Exceptions (collectively, the "Permitted Exceptions"). Immediately following recordation of the Deed, Escrow Holder shall issue to Buyer an A.L.T.A. Standard Coverage Owner's policy of title insurance, with coverage in the amount of the Purchase Price for the Option Property, showing fee simple title to the Option Property vested in Buyer, subject only to the Permitted Exceptions (the "Title Policy"). Buyer may elect to obtain an extended coverage policy at Buyer's cost. 7. "AS-IS" PURCHASE; RELEASE OF SELLER; LIQUIDATED DAMAGES A. Buver's Independent Investiqation. Buyer represents and warrants to Seller that Buyer shall, prior to the Feasibility Deadline, perform a diligent and thorough inspection and investigation of each and every aspect of the Option Property, either independently or through agents of Buyer's choosing, including, without limitation, the following matters (collectively, the "Option Property Conditions"): (1) All matters relating to title including, without limitation, the existence, quality, nature and adequacy of Seller's interest in the Option Property and the existence of physically open and legally sufficient access to the Option Property. (2) The zoning and other legal status of the Option Property, including, without limitation, the compliance of the Option Property or its operation with any applicable codes, laws, regulations, statutes, ordinances and private or public covenants, conditions and restrictions, and all governmental and other legal requirements such as taxes, assessments, use permit requirements and building and fire codes. (3) The quality, nature, adequacy, and physical, geological and environmental condition of the Option Property (including soils and any groundwater), and 7 8 l 097.00006\31210648. I RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 the presence or absence of any Hazardous Materials in, on, under or about the Option Property or any other real Option Property in the vicinity of the Option Property. As used in this Agreement, "Hazardous Material" shall mean any material that, because of its quantity, concentration or physical or chemical characteristics, is now or hereafter deemed by any federal, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. (4) The suitability of the Option Property for Buyer's intended use of the Option Property. Property. Property. (5) The economics and development potential, if any, of the Option (6) All other matters of material significance affecting the Option B. Hazardous Materials Disclosure. California law requires sellers to disclose to buyers the presence or potential presence of certain Hazardous Materials. Accordingly, Buyer is hereby advised that occupation of the Option Property may lead to exposure to Hazardous Materials such as, but not limited to, gasoline, diesel and other vehicle fluids, vehicle exhaust, office maintenance fluids, tobacco smoke, methane and building materials containing chemicals, such as formaldehyde. By execution of this Agreement, Buyer acknowledges that the notices and warnings set forth above satisfy the requirements of California Health and Safety Code Section 25359.7 and related statutes. C. As-Is Purchase. Buyer specifically acknowledges and agrees that Seller is selling and Buyer is purchasing Seller's interest in the Option Property on an "as-is with all faults" basis. Buyer is relying solely on its independent investigation and not on any representations or warranties of any kind whatsoever, express or implied, from Seller or its agents as to any matters concerning the Option Property, its suitability for Buyer's intended uses or any of the Option Property Conditions. Seller does not guarantee the legal, physical, geological, environmental or other conditions of the Option Property, nor does it assume any responsibility for the compliance of the Option Property or its use with any statute, ordinance or regulation. It is Buyer's sole responsibility to determine all building, planning, zoning and other regulations relating to the Option Property and the uses to which it may be put. D. [intentionally left blank] E. Release/Indemnitv. Buyer shall defend, indemnify, and hold harmless Seller, the City and their respective officials, officers, employees, consultants, contractors and agents (collectively, "Indemnitees") from and against any and all actual and alleged claims, losses, damages, fines, costs, penalties, expenses (including reasonable attorneys' fees, costs of experts and other litigation expenses), and liabilities of any type or nature, including those related or due to death or injury to any person and injury to any Option Property, proximately resulting from any negligent acts or omissions 8 81097.00006\3 I 210648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 by Buyer related to the activities described or contemplated by this Agreement. No officials, officers, employees, consultants, contractors or agents of Seller or City shall be personally liable to Buyer, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Option Property, in the event of any default or breach by Seller or City, or for any amount which may become due to Buyer or to its successors or assignees, or on any obligations arising under this Agreement. No officials, officers, employees, consultants, contractors or agents of Buyer shall be personally liable to City or Seller in the event of any default or breach by Buyer, or for any amount which may become due to Seller or City, or on any obligations arising under this Agreement. The provisions of this Section 7.E. shall survive the Closing hereunder or the termination of this Agreement and shall not be merged into the Deed. F. LIQUIDATED DAMAGES: BUYER AND SELLER AGREE THAT IF, AFTER THE FEASIBILITY DEADLINE, BUYER DEFAULTS ON ITS OBLIGATION TO PURCHASE THE OPTION PROPERTY PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE DAMAGES TO SELLER WOULD BE DIFFICULT AND IMPRACTICAL TO DETERMINE. ACCORDINGLY, BUYER AND SELLER HAVE AGREED TO FIX AS LIQUIDATED DAMAGES THE DEPOSIT OF $200,000 SPECIFIED IN SECTION 2, AND SUCH AMOUNT SHALL BE PAYABLE TO SELLER AS LIQUIDATED DAMAGES, AND SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT. BUYER AND SELLER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, GIVEN THE DIFFICULTY AND IMPRACTICALITY OF DETERMINING SELLER'S DAMAGES, THE COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, PERFORMING SELLER'S OBLIGATIONS HEREUNDER, KEEPING THE OPTION PROPERTY OUT OF THE MARKETPLACE, COSTS OF SEEKING ANOTHER BUYER AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. PAYMENT OF SUCH AMOUNT TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER AGREES THAT THESE LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF OR OTHER REMEDY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFORMANCE, TO WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY. BUYER AND SELLER SPECIFICALLY ACKNOWLEDGE THEIR AGREEMENT TO THE FOREGOING LIQUIDATED DAMAGES PROVISION BY INITIALING THIS SECTION IN THE APPROPRIATE SPACES PROVIDED BELOW: Buyer's Initials Seller's Initials � 81097.00006\3 I 210648. l RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 8. POSSESSION; MAINTENANCE OF OPTION PROPERTY: Seller shall deliver to Buyer possession of the Option Property immediately on Closing, free of all uses, tenancies and occupancies unless approved by Buyer. Until possession is delivered to Buyer, subject to Buyer's authorization to enter the Option Property as set forth in Section 10, Seller agrees, at its sole cost and expense, to maintain and keep the Option Property and all the improvements thereon in not less than the same order and condition as they are on the date this Agreement is executed by Seller. Pending the Closing, Seller shall continue to manage and operate the Option Property and maintain insurance covering the Option Property in substantially the same manner as Seller has managed and operated the Option Property for the last twelve (12) months, and shall not commit waste or otherwise materially and adversely affect the Option Property. 9. EXECUTIVE DIRECTOR AUTHORITY: The Executive Director of the Agency ("Executive Director") shall have the authority to take all actions and execute all documents required or necessary for the Agency to perform its obligations under this Agreement, to extend each of the Closing Date or Feasibility Deadline for up to 180 days (or for an additional period beyond said 180 days), and to otherwise complete the Closing and conveyance of the Option Property to Buyer pursuant to this Agreement. Further, Executive Director may execute any entitlement applications in connection with the Buyer's future use of the Option Property, where the signature of the Agency is required as the owner of the Option Property. 10. DUE DILIGENCE: Buyer shall have until the date that is one hundred and eighty (180) days following the Effective Date (the "Feasibility Deadline") to determine the feasibility of the Option Property for Buyer's intended use in Buyer's sole discretion by its delivery of its written notice of feasibility approval (the "Buyer Feasibility Approval") to Seller and Escrow Holder on or before 5:00 p.m. Pacific Time on or before the Feasibility Deadline. Buyer's failure to deliver to Seller and Escrow Holder the Buyer Feasibility Approval on or before the Feasibility Deadline shall automatically be deemed to constitute Buyer's termination of this Agreement. Upon the Effective Date of this Agreement, Buyer may enter upon the Option Property until the earlier of the Closing or termination of this Agreement to conduct any investigation, test, study or analysis related to the development thereof, including, but not limited to, soils studies, Phase I and/or Phase II toxic studies, engineering studies, tree surveys, archeological studies, biological studies, utilities and constraints study, hydrology studies and any other matters necessary to evaluate the development of the Option Property. Buyer shall pay all costs with respect to such studies and tests and shall be solely responsible for the disposal of any soil samples (including any Hazardous Materials or other wastes in these samples), which obligation shall survive the termination of this Agreement. Buyer shall exercise due care, follow best commercial practices in connection with such entry and testing, and shall comply with all laws, ordinances, rules, regulations, orders and the like in connection with any entry onto or testing of the Option Property. Prior to any entry onto the Option Property, Buyer shall obtain and maintain, and shall require that its agents, consultants, contractors and representatives (collectively, the "Agents") to obtain and maintain in full force during the term of this Agreement, at Buyer's sole cost and expense, a policy of comprehensive liability 10 81097.00006\3 I 2 l 06�18. I RESOLUTION NO. OB — 183 CONTRACT NO: SA37160 insurance, including Option Property damage, which will insure Agency, City and their respective officers, members, employees and agents against liability for injury to persons, damage to Option Property, and death of any person arising in connection with Buyer or its Agents entry upon the Option Property and/or conducting of tests or studies thereon. The policy shall be approved as to form and insurance (including approval of the insurance company) by the Agency, and shall be in an amount not less than One Million Dollars ($1,000,000). Buyer shall provide Agency with a certificate for any insurance policy required hereunder, including an endorsement that states that the policy will not be cancelled except after thirty (30) days' notice in writing to Agency and names the additional insureds as required herein. Buyer shall provide Agency with evidence of such insurance coverage prior to any entry onto the Option Property by Buyer or its Agents. Following any such tests or studies, Buyer shall leave the Option Property in substantially similar condition as of the Effective Date of this Agreement, and Buyer shall indemnify, defend and hold harmless Seller, City, and their respective officers, merr�bers, employees and agents from and against any liabilities, claims, damages (including injury or damage to person or Option Property), losses, costs, expenses and fees (including reasonable attorneys' and experts' fees and costs) to the extent resulting from the entry, inspections and studies conducted by Buyer and its Agents on, under, or about the Option Property, except that Buyer shall have no liability under this Section 10 for, and no obligation to remedy, any liabilities, claims, damages, costs, expenses, fees, conditions or defects on or under the Option Property to the extent (i) not caused by Buyer or its Agents, (ii) resulting from any conditions or defects discovered during Buyer's investigations and inspections, including the discovery of any Hazardous Materials and the results or findings of any tests, or (iii) to the extent resulting from the acts or omissions of Seller, or Seller's agents, engineers, contractors, consultants and representatives. Without limiting the foregoing, Buyer shall have no liability for any diminution in the value of the Option Property resulting from the activities excluded in (ii) above, provided in the event Buyer or its Agents discover any toxic or Hazardous Materials on or under the Option Property, Buyer and its Agents shall cease any further investigation in that area of the Option Property, notify Seller by phone and email within twenty four (24) hours of that discovery, exercise reasonable due care so as not to exacerbate that condition and properly dispose of any soils samples which contain such toxic or Hazardous Materials. Nothing in this Section is intended to limit or modify the indemnity contained in Section 7.E. The foregoing indemnity shall survive beyond the Closing, or, if the sale is not consummated, beyond the termination of this Agreement. To the extent Seller has not previously done so, Seller shall make available to Buyer for Buyer's review and inspection, during the term of this Agreement at the office of Seller and upon at least twenty-four (24) hours' prior notice, and in each case to the extent the materials are in the Seller's possession or control, copies of all soil and hydrology reports, environmental or toxic material reports, biological reports, archeological reports, engineering reports, traffic studies, environmental impact studies, or any public records which concern the Option Property (collectively the "Documents"). Buyer shall have the right, at Buyer's cost, to make copies of the Documents for Buyer's review and approval but if this Agreement is terminated, Buyer shall, upon the written request of Seller, return all such Documents and copies to Seller. Seller makes no 11 a i o9�.00006�� i� i obas. i RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 representation or warranties whatsoever regarding the existence, availability, completeness or accuracy of the Documents. Buyer shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of the Option Property performed by Buyer or its agents, employees or contractors (the "Buyer Work Product"), but shall not deliver copies of any such reports to any other person or entity without Seller's prior written approval. Seller acknowledges and agrees that any and all of the Buyer Work Product is provided by Buyer for informational purposes only and do not constitute representations or warranties of Buyer of any kind, including any representations and warranties concerning the accuracy or completeness of any information in the Buyer Work Product. 11. CONDITIONS TO BUYER'S PERFORMANCE: Buyer's obligations to purchase the Option Property under this Agreement are subject to Buyer's written approval of the following conditions precedent ("Buyer's Closing Conditions"), but Buyer shall have the right to waive any such condition(s) in writing within the time period specified in such condition, or if not specified, prior to the Closing. If Buyer waives any of Buyer's Closing Conditions, then Seller shall be relieved of any further obligation or liability, including any representation or warranty, in connection with such condition. In the event Buyer determines that any such condition is objectionable, unacceptable, or cannot be satisfied within the period specified below, or if no time period is specified then prior to Closing, Buyer may, in its sole and absolute discretion, fail to approve said condition. In such event, then (without limiting Buyer's remedies in the event of a breach of this Agreement by Seller which are provided in Section 21 below) the Deposit and all interest earned thereon while in Escrow, shall be returned immediately to Buyer by Escrow Holder, and neither party shall have any further rights or obligations hereunder. If the Closing occurs and Buyer has failed to disapprove of any of the following Buyer's Closing Conditions, then such condition(s) shall be deemed waived. . A. Feasibilitv Studv. Buyer's approval of the feasibility of the Option Property for Buyer's intended use in accordance with Section 10 prior to the Feasibility Deadline. B. Truth and Accuracv of Seller's Representations and Warranties. Seller's representations and warranties as set forth in this Agreement shall be true and correct on the Effective Date of this Agreement and on the Closing Date. C. Title. Escrow Holder is irrevocably and unconditionally committed to issue to Buyer the Title Policy with no exceptions to coverage other than the Permitted Exceptions, and no person or entity has any right to use or occupy the Option Property, except as shown in any Permitted Exceptions in the Title Policy. Agreement. C State Approval. Seller shall have obtained State Approval of this � Seller's Other Obliqations. Seller shall have performed all of its other covenants and obligations as set forth in this Agreement. 12 81097.00006\312 l 0648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 12. CONDITIONS TO SELLER'S PERFORMANCE: The following are conditions precedent to Seller's obligation to sell the Option Property to Buyer "Seller's Closing Conditions"): A. Seller shall have obtained State Approval of this Agreement. B. Buyer shall have received final approval (beyond any challenge or appeal period with no challenge or appeal then pending) of all necessary land-use approvals, authorizations and entitlements, including, without limitation, entering into a development agreement between Buyer and the City (collectively, the "Entitlements"), to develop the Option Property. C. Seller shall have completed all required review under CEQA, including an evaluation of the significant adverse effects, alternative projects (including the "no project alternative"), and mitigation measures. D. Seller's approval of Buyers proof of construction financing, such approval not to be unreasonably withheld. E. Approval of the first phase building permit by the City Building and Safety Department and ability to issue upon only the payment of required fees, F. Buyer shall have performed all of its obligations hereunder and all of Buyer's representations and warranties shall be true and correct. Each of Seller's conditions precedent are intended solely for the benefit of Seller and is deemed to be material to and of the essence of this Agreement. If any of Seller's conditions precedent are not satisfied as provided above, Seller may, at its option, terminate this Agreement. In such event, then (without limiting Seller's remedies) the Deposit and all interest earned thereon while in Escrow, shall be delivered to Seller by Escrow Holder except in the event that Seller terminates this agreement pursuant to Section 12.A, in which case such amounts shall be returned immediately to Buyer by Escrow Holder, and neither party shall have any further rights or obligations hereunder. If the Closing occurs and Seller has failed to disapprove of any of Seller's Closing Conditions, then such condition(s) shall be deemed waived. 13. SELLER'S REPRESENTATIONS AND WARRANTIES: Seller hereby makes the representations and warranties set forth in this Agreement for the benefit of Buyer and its successors and assigns for a period of six (6) months from and after the Closing Date, after which Seller's representations and warranties will be of no further force or effect. Seller shall notify Buyer in writing within ten (10) business days after Seller's Executive Director receives actual knowledge that any representation or warranty has become untrue or misleading in light of information obtained by Seller after the Effective Date of this Agreement, and if such ten (10) business day period would expire after the Closing, then the Closing shall be extended until the expiration of the ten (10) business day period. As used herein, "Seller's knowledge" shall mean the present actual, not constructive, knowledge of Seller's current Executive Director, without any 13 81097.00006\3 I 210648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 investigation or inquiry or duty to do so. All representations and warranties contained in the Agreement shall be deemed remade at Closing except as otherwise disclosed to Buyer in writing, shall survive the Closing for the prescribed six month period and shall not merge with the Deed. A. To Seller's knowledge, there is no litigation, arbitration or proceeding pending, or threatened, before any court or administrative agency or any other condition that relates to or affects the Option Property, Seller's performance hereunder, Buyer's intended use of the Option Property, or which will result in a lien, charge, encumbrance or judgment against any part of or any interest in the Option Property, except (i) as disclosed in the Title Report, or (ii) as otherwise disclosed to Buyer in writing. B. To Seller's knowledge, the Option Property is not in violation of any federal, state or local law, statute, regulation, code or ordinance. C. Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code Section 1145 and any related regulations and Seller is exempt from the withholding obligations imposed by California Revenue and Taxation Code Sections 18805, 18815, and 26131. D. To Seller's knowledge, no person or entity has the right to use, occupy, possess or reside on the Option Property except as disclosed in the Title Report and Seller has not, to Seller's knowledge, nor has City, to Seller's knowledge, granted any person or entity any such rights. 14. BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. A. Buyer represents and warrants that it is a limited liability company duly organized under the laws of Delaware, in good standing and authorized to conduct business in State of California, has the capacity and full power and authority to enter into and carry out the agreements contained in and the transactions contemplated by this Agreement, and that this Agreement has been duly authorized and executed by Buyer, and upon delivery to and execution by Seller, shall be a valid and binding agreement of Buyer. B. There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending or, to the actual knowledge of Buyer threatened, against Buyer which, if adversely determined, could individually or in the aggregate materially interfere with the consummation by Buyer of the transaction contemplated by this Agreement. The term "actual knowledge" means the present actual, not constructive, knowledge of Robert Martin without any further investigation or inquiry or duty to do so. C. In compliance with Executive Order 13224 and the USA Patriot Act of 2001, Buyer and Seller each affirmatively represents and warrants to the other that (a) neither it, nor any of its officers, directors, or principals, has committed or supported 14 81097.00006\31210648.1 RESOLUTION NO. OB — 183 CONTRACT NO: SA37160 terrorist acts; or (b) neither it, nor any of its officers, directors, or principals is identified on the list of Specially Designated Nations and Blocked Persons generated by the Office of Foreign Assets Control. 15. COMMISSIONS: Each party represents to the other that it has not dealt with any broker, agent, or finder for which a commission or fee is payable with respect to the Option Property or this Agreement, and each party shall indemnify, defend and hold harmless the other from any claims, demands, liabilities, or judgments for commissions or fees arising from such party's breach of this Section. The foregoing indemnification, defense and hold harmless obligations of the parties shall survive Closing and any termination of this Agreement. 16. FOREIGN INVESTOR DISCLOSURE: Seller understands that if Seller is unable to certify that it is U.S. citizen or a resident of the State of California at the time of the Closing, Buyer shall be entitled to withhold from the purchase price such amounts as are necessary to satisfy Buyer's withholding obligations under the Foreign Investment in Real Property Tax Act and under California Revenue and Taxation Code Sections 18805, 18815 and 26131. 17. FUTURE LEASES, COMMITMENTS AND ENCUMBRANCES: From and after the Effective Date of this Agreement, except to the extent required by law or otherwise, Seller shall not (a) execute, modify and/or approve any leases, contracts or commitments affecting the Option Property that would extend beyond the Closing Date without Buyer's written approval; which approval may be given or withheld in Buyer's sole discretion; or (b) voluntarily encumber the Option Property with any liens, encumbrances or other instruments creating a cloud on title or securing a monetary obligation with the Option Property. 18. CONDEMNATION/CASUALTY: If after the Effective Date of this Agreement and prior to the Closing all or any part of the Option Property is taken or threatened to be taken by eminent domain or condemnation or is destroyed by fire, earthquake or other casualty, Buyer may elect either (a) to terminate this Agreement as to the entire Option Property, in which event all the Deposit and interest earned thereon while in Escrow, shall be returned to Buyer, and this Agreement shall be null and void and of no further force or effect, or (b) to consummate purchase of the Option Property as herein provided, in which event Seller shall pay or assign to Buyer all condemnation awards or payments in respect of the Option Property and/or all insurance proceeds paid or payable to Seller as a consequence of such casualty. If this Agreement is terminated in full pursuant to this Section 18, neither party shall have any further rights, duties, obligations or liabilities, at law or in equity, arising out of or relating to this Agreement except for those that specifically survive termination of this Agreement pursuant to other provisions hereof. 19. NO RECORDING: Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer. 15 s� oy�.0000b�� i� i obas. i RESOLUTION NO. OB — 183 CONTRACT NO: SA37160 20. AMENDMENTS: This Agreement expresses the agreement of the parties. There are no other understandings, oral or written, which in any manner alter or enlarge its terms. This Agreement supersedes any and all prior agreements between the parties hereto regarding the Option Property. Seller and Buyer agree to execute such additional documents as may be reasonable and necessary to carry out the provisions of this Agreement. This Agreement may be amended, but only in writing and only if such writing is executed by both parties. 21. BUYER'S REMEDIES; NO MONEY DAMAGES: If Seller defaults on its obligation to deliver title to the Option Property to Buyer in the manner required hereby or otherwise breaches this Agreement, Buyer shall have the right to seek specific performance of this Agreement or Buyer may terminate this Agreement, in which case Buyer shall be entitled to an immediate return of the Deposit and any interest earned thereon while in the Escrow and Buyer shall have no further right to seek damages. The failure of Buyer to receive approval of any applicable development permits, maps, or other entitlements for the Option Property shall not constitute a default or breach of Seller's obligations contained in this Agreement. Buyer acknowledges that Seller would not have entered into this Agreement if doing so would subject it to the risk of incurring liability in money damages, either for breach of this Agreement, anticipatory breach, repudiation of the Agreement, or for any actions with respect to its negotiation, preparation, implementation or application. The parties further acknowledge that money damages and remedies at law generally are inadequate, and specific performance is the most appropriate remedy for the enforcement of this Agreement and should be available to Buyer. Therefore, the parties hereby acknowledge and agree that it is a material part of Buyer's consideration to Seller that Seller shall not be at any risk whatsoever of liability for money damages relating to or arising from this Agreement, and except for the express indemnity obligations hereunder and non-damages remedies, including the remedy of specific performance, Buyer, for itself, its successors and assignees, hereby release Agency, the City and their respective officers, members, employees and agents from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments of the United States Constitution, or any other law or ordinance which seeks to impose any money damages, whatsoever, upon the parties because the parties entered into this Agreement, because of the terms of this Agreement, or because of the manner o� implementation or performance of this Agreement. 22. ATTORNEYS' FEES: If this Agreement or the transaction contemplated herein gives rise to a lawsuit or other legal proceeding between the parties hereto, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees and costs of litigation in addition to any other judgment of the court. 23. ASSIGNMENT: Without Seller's written consent, Buyer's rights and obligations hereunder may not be assigned to any other party. However, with Seller's written consent and provided that Buyer notifies Seller in writing within twenty (20) business days of such assignment, and provided that said assignee assumes all of the obligations of Buyer under this Agreement and agrees to perform all the obligations of 16 s �09�.00006�3>>>obas. i RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 Buyer hereunder as if such assignee were the original Buyer hereunder. Any such approved assignee shall have all the benefits, including rights to specific performance, damages, and enforcement of Seller's representations and warranties that Buyer has under this Agreement. No such assignment, however, shall relieve Buyer of any of its obligations hereunder. 24. NOTICES: All notices or tender required or permitted herein shall be in writing and shall be sent to the address set forth below (or such other address as a party may hereafter designate for itself by written notice to the other parties as required hereby) of the party for whom such notice or communication is intended: If to Seller: Successor Agency to the Palm Desert Redevelopment Agency Attention: Executive Director City of Palm Desert 73510 Fred Waring Drive Palm Desert, CA 92260 Fax: 760-341-6372 With copy to: Best Best & Krieger LLP Attn: Robert Hargreaves 74-760 Highway 111, Suite 200 Indian Wells, CA 92210 FAX: 760-340-6698 If to Buyer: Attn: Doug Sheres Desert Wave Ventures, LLCPO Box 147 Solana Beach, CA 92075 Telephone: (858) 229-0002 With copy to: Attn: Marco A. Gonzalez Coast Law Group LLP 1140 S. Coast Highway 101 Encinitas, CA 92024 Phone: (760) 942-8505 Fax: (760) 942-8515 17 8 l 097.00006\312106�8.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 Any such notice or communication shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid; by hand delivery; by overnight courier service; or by fax or electronic mail if receipt is confirmed by the recipient. Any such notice or communication shall be effective on the business day delivered to the office of the addressee or upon refusal of such delivery, or three business days after deposit by first class mail. Notice transmitted after 5:00 p.m. or on Saturday or Sunday shall be deemed to have been given on the next business day. Should any act or notice required hereunder fall due on a weekend or holiday, the time for performance shall be extended to the next business day. 25. MISCELLANEOUS: A. Section headings contained herein are included solely for convenience of reference and shall in no way affect the construction of this Agreement. B. Time is of the essence of this Agreement. C. This Agreement shall be governed by the laws of the State of California. D. Each party shall execute, acknowledge, and deliver, after the Effective Date of this Agreement, including at or after closing, such further assurances, instruments and documents as the other may reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby. E. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. F. This Agreement may be executed in counterparts, and transmitted by facsimile by and to each of the parties, and each such counterpart shall be deemed an original, and all of them together shall constitute a single instrument. G. If a party hereto believes the other party is in breach or default under this Agreement, the non-breaching party shall deliver written notice of the alleged breach or default to the other party, and the other party shall have ten (10) business days after receipt of such written notice in which to cure the breach or default, and if the breach or default is actually cured within such ten (10) business day period, the breaching party shall not be in breach or default under this Agreement by reason of the matter(s) alleged in the non-breaching party's notice that have been so cured. H. Except as expressly set forth herein, this Agreement is not intended nor shall it be construed to create any third party beneficiary rights in any person who is not expressly made a party and signatory hereto. : 81097.00006\31210648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 i. If Buyer executes this Agreement before Seller, such execution and delivery of the Agreement shall be deemed an offer to buy the above described Option Property for the price and upon the terms and conditions herein stated. INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW IMMEDIATELY ON NEXT PAGE SELLER BUYER Successor Agency Desert Wave Ventures, LLC, a Delaware to the Palm Desert Redevelopment Agency limited liability company By: Name: Title: Date: Approved as to Form: By: Name: Title: Special Legal Counsel Date: Attest: By: Name: Title: City Clerk Date: By: FS Ventures, LLC a Delaware corporation, Its Manager By: Name: Title: Date: Approved as to Form: By: Name: Marco A. Gonzalez Coast Law Group LLP Title: Buyer's Counsel Date: List of Exhibits A Description of Option Property A-1 Map of Option Property 6 Title Report 19 8 I 097.00006\31210648. I RESOLUTION NO. OB - 183 The undersigned representative of Escrc instructions and agrees to comply with them the Option Property. Escrow Holder: Foresite Escrow Effective Date : Authorized Representative 20 CONTRACT NO: SA37160 w Holder hereby accepts the foregoing in connection with the purchase and sale of 81097.00006\31210648.1 RESOLUTION NO. OB - 183 CONTRACT NO: SA37160 Exhibit A Description of the Option Property Approximately 14.65 acres known as APN 620-420-023 in the City of Palm Desert, County of Riverside, California Legal Description: Tract No: 28450 Abbreviated Description: TR# 28450 14.65 ACRES ML IN POR LOT 8 MB 264/004 TR 28450 21 81097.00006\3 I 310648. l RESOLUTION NO. OB - 183 Exhibit A-1 Map of Option Property [to be inserted] 22 CONTRACT NO: SA37160 8 l 097.00006\3 l 210648. I RESOLUTION NO. OB - 183 Exhibit B Title Report [to be inserted] 23 CONTRACT NO: SA37160 8 l 097.00006\3 I 2 l 0648.1 � � LawyersTitle� City of Palm Desert 73510 Fred Waring Drive Palm Desert, CA 92260 Attn: Robin McCormick Your Reference No: Lawyers Title Company 3480 Vine Street Suite 300 Riverside, CA 92507 Phone;(951)774-0825 Fax: ( ) Title Officer: Darin Hall / Lucia Ornelas - So email: tu64@Itic.com Phone No.: (951) 774-0825 Fax No.: (951) 335-8219 File No.: 618642050 Property Address: (Vacant Land) City of Palm Desert, California PRELIMINARY REPORT Dated as of June 13, 2018 at 7:30 a.m. In response to the application for a policy of title insurance referenced herein, Lawyers Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitation on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. The policy(s) of title insurance to be issued hereunder will be policy(s) of Commonweaith Land Title Insurance Company. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matte�s which are not covered under the terms of the title insurance policy and should be carefully considered. Zt is important to note that this preliminary report is not a written representation as ro the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. CLTA Preliminary Report Form - Modified (11-17-06) Page 1 File No: 618642050 SCHEDULE A The form of policy of title insurance contemplated by this report is: CLTA Standard Owners The estate or interest in the land hereinafter described or referred to covered by this report is: A FEE Title to said estate or interest at the date hereof is vested in: Successor Agency to the Palm Desert Redevelopment Agency, subject to Item No. 31 of Schedule B, Section B The land referred to herein is situated in the County of Riverside, State of California, and is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF CLTA Preliminary Report Form - Modified (11-17-06) Page 2 File No: 618642050 EXHIBIT ��A" All that certain real property situated in the County of Riverside, State of California, described as follows: Lot 8 of Tract No. 28450, in the City of Palm Desert, County of Riverside, State of California, as shown by map on file in Book 264, Pages 4 through 15 of Maps, Records of Riverside County. 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 the Act of Congress approved June 1, 1938 (52 Stat. 609) as reserved in the Patent recorded February 4, 1960 as Instrument No. 9510, of Official Records of Riverside County, California; Also excepting therefrom one half of all crude oil, petroleum, gas brea, asphaltum, and all kindred substances and other minerals, as reserved in deed from Henry A. Dustin and Pearl M. Dustin, husband and wife recorded January 11, 1956 as Instrument No. 1901 of Official Records of Riverside County, California; Also excepting therefrom one half of all crude oil, petroleum, gas brea, asphaltum, and all kindred substances and other minerals, as reserved in deed from Henry A. Dustin and Pearl M. Dustin, husband and wife recorded January 11, 1956 as Instrument No. 1895 in Book 1845, Page 474 of Official Records of Riverside County, California; Also excepting one half of all crude oil, petroleum, gas, brea, asphaltum and all kindred substances and other minerals under and in said land, without right of surface entry and with the obligation of grantor herein and any transfers thereof to repair any damage to said land and/or any improvements now or hereafter constructed thereon resulting from the extraction of said minerals by deed recorded February 8, 1985 as Instrument No. 27280 of Official Records of Riverside County, California; Also excepting therefrom one half of all crude oil, petroleum, gas, brea, asphaltum and all kindred substances and other minerals under and in said land without the right of surface entry and with the obligation of grantor herein and any transferee thereof to repair any damage to said land and/r any improvements now or hereafter constructed thereon resulting from the extraction of said minerals, as reserved by deed recorded January 31, 1991 as Instrument No. 36436 of Official Records of Riverside County, California; said mineral rights interests now purportedly vest in Lois A. Taylor, Jacqueline Y. Schaper, )eanelle N. Stehly, Chadwick J. Mc Donald, Kevin O. Mc Donald, as to an undivided 1/5 interest each as evidenced by Quitclaim Mineral Deed recorded June 1, 1993 as Instrument No. 204127 of Official Records of Riverside County, California; Also excepting therefrom all oil, gas and other hydrocarbon substances and minerals in and under said land, as set forth in the deed from John J. Kovacevich and Beverly Ellen Kovacevich, husband and wife recorded January Z0, 1959 as Instrument No. 5010 of Official Records of Riverside County, California, without right of surface entry to a depth of 500 feet; Except one half of all oil and mineral rights as reserved by Lucille Sleeper in Document recorded March 20, 1956 in Book 1883, Page 571 of Official Records of Riverside County, California; Also excepting therefrom one half of all oil and minerals, as reserved by Lucille Sleeper by deed recorded December 14, 1961 as Instrument No. 107309 of Official Records of Riverside County, California. Also excepting therefrom one half of all crude oil, petroleum, gas brea, asphaltum, and all kindred substances and other minerals, as reserved in deed from Henry A. Dustin and Pearl M. Dustin, CLTA Preliminary Report Form - Modified (11-17-06) Page 3 File No: 618642050 husband and wife recorded January 11, 1956 as Instrument No. 1897 of Official Records of Riverside County, California. Also except therefrom that portion of said land conveyed to the City of Palm Desert, a Municipal Corporation, as set forth and described in that certain document recorded November 6, 2014 as Instrument No. 2014-0428272 of Official Records. APN: 620-420-023-1 CLTA Preliminary Report Form - Modified (11-17-06) Page 4 File No: 618642050 SCHEDULE B At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions in said policy form would be as follows: A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2018-2019. B. All or a part of the Land herein described does not appear to be assessed on the Tax Roll for the year(s) 2017-2018. Said Land is subject to the possible assessment and collection of property taxes for current and prior years. Tax Identification No.: 620-420-023-1 C. Any liens or other assessments, bonds, or special district liens including without limitation, Community Facility Districts, that arise by reason of any local, City, Municipal or County Project or Special District. D. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A; or as a result of changes in ownership or new construction occurring prior to date of policy. 1. Water rights, claims or title to water, whether or not disclosed by the public records. 2. Reservations, exceptions and provisions contained in the patent from the United States of America , and in the acts authorizing the issuance thereof. Recording Date Recording No: June 12, 1917 Book 7, Page 279 of Patents 3. Reservations, exceptions and provisions contained in the patent from the United States of America, and in the acts authorizing the issuance thereof. Recording Date Recording No: January 27, 1927 Book 9, Page 208 of Patents 4. Reservations, exceptions and provisions contained in the patent from the United States of America, and in the acts authorizing the issuance thereof. Recording Date Recording No; February 4, 1957 Book 2034, Page 386 of Official Records 5. Reservations, exceptions and provisions contained in the patent from the United States of America, and in the acts authorizing the issuance thereof. Recording Date Recording No: December 26, 1957 Book 2198, Page 97 of Official Records CLTA Preliminary Report Form - Modified (11-17-06) Page 5 File No: 618642050 6. Reservations, exceptions and provisions contained in the patent from the United States of America, and in the acts authorizing the issuance thereof. luly 10, 1986 Recording Date: Recording No: 161510 of Official Records 7. The Land described herein is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the Redevelopment Plan) as disclosed by a document. Redevelopment Agency: The Redevelopment Plan for Palm Desert Project Area No. 2 Recording Date: August 5, 1987 Recording No: 225870 of Official Records 8. Matters contained in that certain document Entitled: Dated: Executed by: Recording Date Recording No: Resolution The City of Palm Desert September 23, 1987 275070 of Official Records said land more particularly described therein Reference is hereby made to said document for full particulars. Matters contained in that certain document Entitled: Dated: Executed by: Recording Date Recording No: Agreement March 1, 1988 The City of Palm Desert July 6, 1988 185825 of Official Records Reference is hereby made to said document for full particulars. 10. Matters contained in that certain document Entitled: Dated: Executed by: Recording Date Recording No: Agreement Not Set Out Country Club Care Center and The City of Palm Desert November 4, 1988 347435 of Official Records Reference is hereby made to said document for full particulars. 11. Matters contained in that certain document Entitled: A Development Agreement Dated: July 10, 1989 Executed by: Cook Hovely Street Association, a Minnesota General Partnership and City of Palm Desert Recording Date: July 20, 1989 Recording No; 241053 of Official Records Reference is hereby made to said document for full particulars. CLTA Preliminary Report Form - Modified (11-17-06) Page 6 File No: 618642050 12. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: The City of Palm Desert Purpose: general construction, stockpiling spoils and materials during the construction and installation of the sand removal and sand mounding operation, irrigation systems and sand fence installation Recording Date: September 27, 1990 Recording No: 357813 of Official Records The exact location and extent of said easement is not disclosed of record. 13. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: The City of Palm Desert Purpose: general construction, stockpiling spoils and materials during the construction and installation of the sand removal and sand mounding operation, irrigation system, and sand fence installation Recording Date: September 27, 1990 Recording No: 357814 of Official Records The exact location and extent of said easement is not disclosed of record. 14. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Purpose: Recording Date Recording No: Affects: City of Palm Desert construction, installation and maintenance of said removal May 21, 1991 168459 of Official Records said land more particularly described therein 15. Matters contained in that certain document Entitled: Commercial Domestic Water and/or Sanitation Installation Agreement Dated: July 29, 1993 Executed by: Coachella Valley Water District and Cook Partners Limited Partnership Recording Date: October 5, 1993 Recording No: 390087 of Official Records Reference is hereby made to said document for full particulars. 16. Matters contained in that certain document Entitled: Recycled Water Use Agreement Dated: September 12, 1996 Executed by: Coachella Valley Water District, a Public Agency and Palm Desert Redevelopment Agency, a public agency Recording Date; November 13, 1996 Recording No: 433589 of Official Records Reference is hereby made to said document for full particulars. CLTA Preliminary Report Form - Modified (1i-17-06) Page 7 File No: 618642050 17. Matters contained in that certain document Entitled: Domestic Water and Sanitation Agreement Dated: November 13, 1996 Executed by: Coachella Valley Water District and Palm Desert Redevelopment Agency Recording Date: )anuary 13, 1997 Recording No; 10630 of Official Records Reference is hereby made to said document for full particulars. 18. Matters contained in that certain document Entitled: An Acknowledgement Agreement Dated: February 18, 1997 Executed by: The City of Palm Desert and Ary Assisted Living, Inc. Recording Date; March 12, 1997 Recording No: 82629 of Official Records Reference is hereby made to said document for full particulars. 19. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Purpose: Recording Date Recording No: Southern California Edison Company either or both pole lines, conduits or underground facilities March 27, 1997 101584 of Official Records The exact location and extent of said easement is not disclosed of record. Z0. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Coachella Valley Water District Purpose: underground pipeline Recording Date: June 26, 1997 Recording No: as Instrument No. 225552 of Official Records Affects: said land more particularly described therein 21. The effect of a recital as contained in the Owner's Statement on said map whereby the subdivider retains for themselves, their successors, assignees, and lot owners within said map, those certain easements shown thereon as "PUE, Pedestrian and Landscape Easement" for landscape and drainage purposes and the maintenance thereof. 22. Easement(s) for the purpose(s) shown below and rights incidental thereto, as delineated on or as offered for dedication on Purpose: Affects: landscape and public utility purposes as shown on said map 23. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: The City of Palm Desert Purpose: landscaping, public utilities and pedestrian sidewalk purposes Recording Date: July 24, 1997 Recording No; 261207 of Official Records Affects: said land more particularly described therein CLTA Preliminary Report Form - Modified (11-17-06) Page 8 File No: 618642050 24. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date Recording No: June 17, 1998 247597 of Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. 25. Matters contained in that certain document Entitled: Well Metering Agreement Dated; April 23, 1999 Executed by: Coachella Valley Water District, a public agency and Desert Willow Golf Resort Recording Date: July 13, 1999 Recording No: 312500 of Official Records Reference is hereby made to said document for full particulars. 26. "Notice" Recording Date Recording No.: 27. "Resolution No. 2000-109" Recording Date: Recording No.: May 13, 2000 2000-225121 of Official Records July 28, 2000 2000-291443 of Official Records Reference is hereby made to said document for full particulars. 28. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Purpose: Recording Date Recording No: Affects; Southern California Edison Company construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time underground electrical supply systems and communication systems December 18, 2000 as Instrument No. 2000-503778 of Official Records said land more particularly described therein 29. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Coachella Valley Water District, a public agency of the State of California Purpose: pipeline Recording Date: July 28, 2008 Recording No: 2008-0411276 of Official Records Affects: said land more particularly described therein CLTA Preliminary Report Form - Modified (11-17-06) Page 9 File No: 618642050 30. Matters contained in that certain document Entitled: Joint Use Agreement Dated: October 7, 2010 Executed by: Southern California Edison Company, a Corporation and the City of Palm Desert, a municipal corporation Recording Date: October 18, 2010 Recording No; as Instrument No. 2010-0497247 of Official Records Reference is hereby made to said document for full particulars. 31. Any claim that the transaction vesting the Title as shown in Schedule A or creating the lien of the Insured Mortgage, or any other transaction occurring on or prior to the Date of Policy in which all or any part of the title to or any interest in the Land as transferred to or from Palm Desert Redevelopment Agency, a public body, corporate and politic, is or was void or voidable under California Assembly Bill 26 (Chapter 5, Statutes of 2011-12, First Extraordinary Session). 32. Approval of the policy or commitment of title insurance anticipated by this report by Regional Counsel of the Company is required prior to the recordation of the instruments required to complete this transaction and the issuance of such policy or commitment. The right is reserved to make additional exceptions and/or requirements upon such review. 33. Please be advised that our search did not disclose any open Deeds of Trust of record. If you should have knowledge of any outstanding obligation, please contact the Title Department immediately for further review prior to closing. 34. Matters which may be disclosed by an inspection and/or by a correct ALTA/ACSM Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. 35, Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. 36. Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent. 37, Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters which a correct survey would disclose and which are not shown by the public records. END OF SCHEDULE B EXCEPTIONS PLEASE REFER TO THE ��NOTES AND REQUIREMENTS SECTION" WHICH FOLLOWS FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION CLTA Preliminary Report Form - Modified (11-17-06) Page 10 File No: 618642050 REQUIREMENTS SECTION: Req. No. 1: In order to complete this report, the Company requires a Statement of Information to be completed by the following party(s), Party(s): All parties The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information. NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. Req. No. 2: The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance by the corporation named below: Name of Corporation: Palm Desert Redevelopment Agency, a public body, corporate and politic a) A Copy of the corporation By-laws and Articles of Incorporation b) An original or certified copy of a resolution authorizing the transaction contemplated herein c) If the Articles and/or By-laws require approval by a'parent' organization, a copy of the Articles and By-laws of the parent The Company reserves the right to add additional items or make further requirements after review of the requested documentation. CLTA Preliminary Report Form - Modified (11-17-06) Page 11 File No: 618642050 INFORMATIONAL NOTES SECTION Note No. 1: The information on the attached plat is provided for your convenience as a guide to the general location of the subject property. The accuracy of this plat is not guaranteed, nor is it a part of any policy, report or guarantee to which it may be attached. Note No. 2: California insurance code section 12413.1 regulates the disbursement of escrow and sub-escrow funds by title companies. The law requires that funds be deposited in the title company escrow account and available for withdrawal prior to disbursement. Funds deposited with the company by wire transfer may be disbursed upon receipt. Funds deposited with the company via cashier's check or teller's check drawn on a California based bank may be disbursed on the next business day after the day of deposit. If funds are deposited with the company by other methods, recording and/or disbursement may be delayed. All escrow and sub-escrow funds received by the company will be deposited with other escrow funds in one or more non-interest bearing escrow accounts of the company in a financial institution selected by the company. The company may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with such financial institution, and the company shall have no obligation to account to the depositing party in any manner for the value of, or to pay to such party, any benefit received by the company. Those benefits may include, without limitation, credits allowed by such financial institution on loans to the company or its parent company and earnings on investments made with the proceeds of such loans, accounting, reporting and other services and products of such financial institution. Such benefits shall be deemed additional compensation of the company for its services in connection with the escrow or sub-escrow. For wiring Instructions please contact your Title Officer or Title Company Escrow officer. Note No. 3: Lawyers Title is a division of Commonwealth Land Title Insurance Company. The insurer in policies of title insurance, when issued in this transaction, will be Commonwealth Land Title Insurance Company. Note No. 4: Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. Note No. 5: Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DDT Affidavits may be available at a Tax Assessor-County Clerk-Recorder. Note No. 6: The Company requires current beneficiary demands prior to closing. If the demand is expired and a current demand cannot be obtained, our requirements will be as follows: a) If the Company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment. This hold will be in addition to the verbal hold the lender may have stipulated. b) If the Company cannot obtain a verbal update on the demand, we will either pay off the expired demand or wait for the amended demand, at our discretion. c) All payoff figures are verified at closing. If the customer's last payment was made within 15 days of closing, our Payoff Department may hold one month's payment to insure the check has cleared the bank (unless a copy of the cancelled check is provided, in which case there will be no hold). Note No. 7: There are NO conveyances affecting said Land recorded within 24 months of the date of this report. Processor: slc Date Typed: June 21, 2018 CLTA Preliminary Report Form - Modified (11-17-06) Page 12 File No; 618642050 Attachment One (Revised 05-06-16) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY —1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not exciuded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse clalms or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured c{aimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insuretl under this policy; (cj resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by thls policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. File No: 618642050 EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the lantl or which may be asserted by persons in possesslon thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted untler (a), (bj or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12•02�13) ALTA HOMEOWNER'S POLICY OF T1TLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d, improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage tlescribed in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or tl. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: CLTA Preliminary Report Form - Modified (i1-17-06) Page 14 File No: 618642050 7 8 9 a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Covered Risk 16: Covered Risk 18: Covered Risk 19 Covered Risk 21 Your Deductible Amount 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 2006 ALTA LOAN POLICY (06•17-06) EXCLUSIONS FROM COVERAGE Our Maximum Dollar Limit of Liabilitv $ 10,000.00 $ 25,000.00 $ 25,000.00 $ 5,000.00 The following matters are expressly exciuded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: (a) Any law, ordinance, permit, or governmentai regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage providetl under Coveretl Risk 6. 2. 3 Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; CLTA Preliminary Report Form - Modified (11-17-06) Page 15 File No: 618642050 (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insuretl Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalitlity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a frautlulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Stantlard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE [Except as provided in Schedule B- Part II,[ t[or T]his policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [PART I (The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exciusions from Coverage, the Exceptions from Coverage in a Stantlard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Recortls. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and compiete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ] PART II CLTA Preliminary Report Form - Modified (11-17-06) Page 16 File No: 618642050 in addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:] 2006 ALTA OWNER'S POLICY (06•17•06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, antl the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1, (a) Any law, ordinance, permit, or governmental regulation (inclutling those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided untler Coveretl Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or tlamage to the Insured Claimant; (tl) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferentiai transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exciusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: CLTA Preliminary Report Form - Modified (11-17-06) Page 17 File No: 618642050 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ] [Variable exceptions such as taxes, easements, CC&R's, etc. shown here.] ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY — ASSESSMENTS PRIORITY (04-02-15) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmentai regulation (inclutling those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not motlify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion tloes not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, sufferetl, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insuretl Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insuretl Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insuretl Claimant; (d) attaching or createtl subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resuiting in loss or damage that would not have been sustained if the insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insuretl to comply with applicable doing-business laws of the state where the Land is situated. CLTA Preliminary Report Form - Modified (11-17-06) Page 18 File No: 618642050 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lentling law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Ativances or modifications made after the insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11. Negiigence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. CLTA Preliminary Report Form - Modified (11-17-06) Page 19 File No: 618642050 � i� Lawyers Title� Lawyers Title Company 3480 Vine Street Suite 300 �• Riverside, CA 92507 Phone: (951) 774-0825 Fax: ( ) Order No. 618642050 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one-to-four family residential dwelling. FNF Underwritten Title Comoanv LTC — Lawyers Title Company Available Discounts FNF Underwriter CLTIC — Commonwealth Land Title Insurance Co. DISASTER LOANS (CLTIC) The charge for a Lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within 24 months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be 50% of the appropriate title insurance rate. EMPLOYEE RATE (LTC and CLTIC) No charge shall be made to employees (including employees on approved retirement) of the Company or its underwritten, subsidiary or affiliated title companies for policies or escrow services in connection with financing, refinancing, sale or purchase of the employees' bona fide home property. Waiver of such charges is authorized only in connection with those costs which the employee would be obligated tb pay, by established custom, as a party to the transaction. Notice of Available Discount Mod. 10/21/2011 Wire Fraud Alert This Notice is not intended to provide legal or professional advice. �f you have any questions, please consult with a lawyer. All parties to a reai estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud. • NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. • ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. • USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. • USE MULTI-FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire-fraud scams or to report an incident, please refer to the following links: Federal Bureau of Investigation: Internet Crime Complaint Center: http://www. fbi, pov h ttp://www. ic3. qo v FIDELITY NATIONAL FINANCIAL PRIVACY NOTICE Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, "FNF," "our," or "we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. Tvoes of Information Collected We may collect two types of information from you: Personal Information and Browsing Information. Personal Information. FNF inay collect the following categories of Personal Information; • contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • identity information (e.g. Social Security Number, driver's license, passport, or other government ID number); • financial account information (e.g. loan or bank account information); and • other personal information necessary to provide products or services to you. Browsina Information. FNF inay automatically collect the following types of Browsing Information when you access an FNF website, online service, or application (each an "FNF Website") from your Internet browser, computer, and/or mobile device: • Internet Protocol (IP) address and operating system; • browser version, language, and type; • domain name system requests; and • browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. How Personal Information is Collected We may collect Personal Information about you from: • information we receive from you on applications or other forms; • information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. How Browsina Information is Coilected If you visit or use an FNF Website, Browsing Information may be collected during your visit. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online S�ecifics Cookies. When you visit an FNF Website, a"cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your browser. Revised May 1, 2018 Copyright OO 2018. Fidelity National Financial, Inc. All Rights Reserved �i CAPf?Ai RE,�ITY .�N�,IYSTS March 6, 2018 Successor Agency to the Palm Desert RDA Attn: Ms. Lauri Aylaian, Executive Director 73-510 Fred Waring Drive Palm Desert, CA 92260 RE: Desert Willow Lots B& C: 14.65-Acres of Vacant Land (Lot B) and 18.73-Acres of Vacant Land (Lot C); Located East and West of Desert Willow Drive, North of Country Club Drive, Palm Desert, CA. Otherwise Known as APNs: 620-420-023 (Lot B) and 620-450-012, 13, 14 (Lot C); Riverside County, CA. Dear Ms. Aylaian, At your request and authorization, we have prepared this appraisal report, setting forth our opinion of the market value of the fee simple estate of the subject property as of March 1, 2018. Per your request, the following market value estimates are provided: '++%- Market Value "As Is" The intended use of the report is for internal use. The intended user is the Client. No other use or users are intended. Our report identifies the subject property and its market area, and presents the market data and analysis leading to the final estimate of value. This report is subject to the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. The appraisal report is intended to comply with the appraisal guidelines of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1898 ("FIRREA"), and the Uniform Standards of Appraisal Practice ("USPAP"), adopted by the Appraisal Standards Board of the Appraisal Foundation. We have personally inspected the subject property. We have located and reviewed current sales and listings of comparable properties in the subject neighborhood and competing areas, and have analyzed the data in order to arrive at our estimate of market value, "As Is". Based upon the available data, we conclude that the market value "As Is" of the fee simple estate in the subject Lot B property as of March 1, 2018 is as follows: $2,050,000 Two Million Fifty Thousand Dollars Based upon the available data, we conclude that the market value "As Is" of the fee simple estate in the subject Lot C property as of March 1, 2018 is as follows: $2,620,000 Two Million Six Hundred Twenty Thousand Dollars The market value estimate in this appraisal report is based upon the following Extraordinary Assumptions, Hypothetical Conditions, and Jurisdictional Exceptions: Extraordinary Assumptions: �- None Hypothetical Conditions: '�- None Jurisdictional Exceptions: +��- None The use of the above captioned Extraordinary Assumptions, Hypothetical Conditions, and Jurisdictional Exceptions, if any, might have affected the assignment results. The undersigned have no personal interest either present or contemplated in the subject property and certify that no fee received or to be received for the employment of our services is in any way contingent upon the opinions reported herein. We hope you find the details of the appraisal report relevant to your decisions. Thank you for the opportunity to be of service. Respectfully Submitted: CAPITAL REALTI' ANALI'STS f f // , � ,, .f Michael A. Scarcella, MAI 78100 Main Street, Suite 202 La Quinta, CA 92253 , �,,, , (760) 564-6222 Ext. 1 �v�i�ii.'iJt}�:'JI�`y'iiii`JI }{}f .C�lii State Certification No. AG019463 Expiration Date: October 24, 2019 Michael A. Scarcella 78100 Main Street, Suite 202 La Quinta, CA 92253 (760) 564-6222 Ext. 4 �'.�IC.�lca<��?'�E'cii�Vt�i�1iISC};,CQ ii State Certification No. AT3004172 Expiration Date: November 29, 2018 a.. . �:.�� �����r������������,����,���,��������,����� ��� ���� � Part II — Identification of the Appraisal Problem and the Scope of Work ....r=�� 'elW�.44I1iWiW�W�ILL�V.�LLJld:Jl��d'�411d',�dlill��ul. II ulll, I �, I�i, ,� , � I Table of Contents Certification..................................................................................................................................... 5 Part I— Summary of Important Facts and Conclusions ................................................................... 6 Introduction................................................................................................................................ 8 Part II — Identification of the Appraisal Problem and the Scope of Work .................................... 10 Identification of Client and Intended Users .............................................................................. 11 Statementof Intended Use ....................................................................................................... 11 Identification of the Subject Real Estate .................................................................................. 11 PropertyRights Appraised ........................................................................................................ 11 Definitionof Market Value ....................................................................................................... 11 Effective Date of Value Opinion ................................................................................................ 12 Extraordinary Assumptions ....................................................................................................... 12 HypotheticalConditions ............................................................................................................ 12 Jurisdictional Exceptions ........................................................................................................... 12 General Assumptions and Limiting Conditions ......................................................................... 12 Scopeof Work ........................................................................................................................... 13 Part III — Presentation of Data ...................................................................................................... 15 Personal Property or Other Items that are Not Real Property ................................................. 15 History, Including Prior Sales and Current Offers or Listings .................................................... 15 Market Area, City, Neighborhood, and Location Data ............................................................. 15 RegionalAnalysis ....................................................................................................................... 15 City Analysis — Palm Desert, CA ................................................................................................ 19 LandDescription ....................................................................................................................... 23 ImprovementDescription ......................................................................................................... 30 Taxesand Assessment Data ...................................................................................................... 30 Part IV — Analysis of Data and Conclusions ................................................................................... 31 MarketAnalysis ......................................................................................................................... 31 Highestand Best Use ................................................................................................................ 34 Sales Comparison Approach ..................................................................................................... 38 Comparable Land Sales Data Sheets ............................................................................................. 52 Addendum .....+3?.:v„�?'�.?n ,Itll,dVl�b'��IYI�Pi!IV','�^�!I�,�„d;,�ll��,��!III,���Nlllili lil I �OCapital Realty Analysts, 2018 Page 4 Part II — Identification of the Appraisal Problem and the Scope of Work Y.�� �:.:.�,���„�, ��,���� � .. Certification We certify to the best of our knowledge and belief: �- The statements of fact contained in this report are true and correct. �- The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. �= We have no present or prospective interest in property that is the subject of this report and no personal interest with respect to the parties involved. �- We have performed no services as appraisers or in any other capacity regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. �- We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. '�- Our engagement in this assignment was not contingent upon developing or reporting predetermined results. '�% Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. '�- Our analyses, opinions, and conclusions were developed, and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice. '+�- We have made a partial personal inspection of the property that is the subject of this report. '�- Michael A. Scarcella Jr., license No. AT3004172, provided significant professional appraisal assistance to the person signing the certification. �- The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. � The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. �- As of this report, Michael A. Scarcella, MAI has completed the continuing education program of the Appraisal Institute. / � ,1� � �� ,, . Michael A. Scarcella, MAI 78100 Main Street, Suite 202 La Quinta, CA 92253 ,,,, (760) 564-6222 Ext. 1 Mike@RealtyAdvisor.com State Certification No. AG019463 Expiration Date: October 24, 2019 .::� :t aw a�ew'wa axai��i �w�,�rm n � mu ���� w i i Michael A. Scarcella 78100 Main Street, Suite 202 La Quinta, CA 92253 (760) 564-6222 Ext. 4 Michael@RealtyAdvisor.com State Certification No. AT3004172 Expiration Date: November 29, 2018 �OCapital Realty Analysts, 2018 Page 5 Part II — Identification of the Appraisal Problem and the Scope of Work _....r'�r� �.,a�taa�;wua��urrw,i�s�uu r;�ome.wiW�uu,w�i��o� ui,uo, u i �i i i � i Part I— Summary of Important Facts and Conclusions Summary of Important Facts and Conclusions Client: Successor Agency to the Palm Desert RDA Attn: Ms. Lauri Aylaian, Executive Director 73-510 Fred Waring Drive Palm Desert, CA 92260 Intended Successor Agency to the Palm Desert RDA Users: Attn: Ms. Lauri Aylaian, Executive Director 73-510 Fred Waring Drive Palm Desert, CA 92260 Intended Use: The intended use of the report is for internal use. Property Type: Vacant land Location: Lot B— West of Desert Willow Drive, north of Country Club Drive, City of Palm Desert, Riverside Country, CA. Lot C- East of Desert Willow Drive, north of Country Club Drive, City of Palm Desert, Riverside Country, CA. Assessor's Plat Maps are located in the Site Data section of this report. Identification: Lot B— 620-420-023: Riverside County, CA Lot C— 620-450-012, 13, 14: Riverside County, CA Zoning: According to the Zoning Map of the City of Palm Desert, the subject property is zoned PR, Planned Residential. A zoning map is included in the Site Data section of this report. General Plan: According to the General Plan Map of the City of Palm Desert, the subject parcels have a general plan designation of Resort & Entertainment. A general plan map is included in the Site Data section of this report. ;�LL . �,;,m�w��,.;,,,,�,,„�,�„ � ��,„���u��� ����� � � OCapital Realty Analysts, 2018 Page 6 Part II — Identification of the Appraisal Problem and the Scope of Work �i;,;;_ ,� :aa:r.vsm.�,x�L,,ir�,��aiawi,,�,o;,ua.�,.�uii „�,,u„ iu i Site Description: According to the Riverside County Assessor's Plat Maps, the site size of the subject property is as follows: Description APN Lot6 620-420-023 Lot C Lot C Total Improvement None Description: 620-450-012 620-450-013 620-450-014 Size �AC} 14.65 16.91 1.37 0.45 18.73 Highest and Best Hold for investment until such time as speculative development becomes Use As Vacant: financially feasible. Highest and Best Use As Improved: Property Rights Appraised: N/A, the subject parcels are vacant Fee Simple Estate . .>..... ::1w�vo,�,'ualdu•�'sIIf�LL9fNid�¢I,uuNNIl��dp,iil6ldL,liAlli,���lYlll I II I i �OCapital Realty Analysts, 2018 Page 7 Part II — Identification of the Appraisal Problem and the Scope of Work �`�:'��`�"�:�.- iWWUY�Yi61I1141WdrIYll'���illllltluitli�il I I i Part II — Identification of the Appraisal Problem and the Scoae of Work Identification of Client and Intended Users The Client and Intended Users of this report are as follows: Successor Agency to the Palm Desert RDA Attn: Ms. Lauri Aylaian, Executive Director 73-510 Fred Waring Drive Palm Desert, CA 92260 Statement of Intended Use The intended use of the report is for internal use Identification of the Subject Real Estate Lot B— 620-420-023: Riverside County, CA Lot C— 620-450-012, 13, 14: Riverside County, CA Property Rights Appraised The property rights appraised for this analysis are those of the Fee Simple Estate. The definition of Fee Simple Estate (Interest) for this appraisal is as follows: "Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat."1 Definition of Market Value The definition of market value for this appraisal is as follows: "The most probable price that property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby; �- Buyer and seller are typically motivated; �- Both parties are well informed or well advised, and acting in what they consider their best interests; �- A reasonable time is allowed for exposure in the open market; 1 Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015) ,;,�;; :��e���������,���,��,�w��,,;��,������ ���� � � �OCapital Realty Analysts, 2018 Page 11 Part II — Identification of the Appraisal Problem and the Scope of Work �v�� �:,,, ��ti,,�, ���,���,�r���v�,����",�,�,��, �� �� ,��� �� ����� ��������� �� � � � �- Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and '�- The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale."z Effective Date of Value Opinion March 1, 2018 Extraordinary Assumptions This appraisal report has been prepared based upon the following extraordinary assumptions: �i- None Hypothetical Conditions This appraisal report has been prepared based upon the following hypothetical conditions: '+�- None Jurisdictional Exceptions This appraisal report has been prepared based upon the following jurisdictional exceptions: '�- None General Assumptions and Limiting Conditions This appraisal has been made with the following general assumptions; 'm�- No responsibility is assumed for the legal description provided or for matters pertaining to legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated. '�- The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. �- Responsible ownership and competent property management are assumed. '+�- Information furnished by others is believed to be reliable but no warranty is given for its accuracy. "�- All engineering studies are assumed to be correct. The plot plans and illustrative material in this report are included only to help the reader visualize the property. '�- It is assumed that there're no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such 2(12 C.F.R. Part 34.42(g); 55 Federal Register 29499, June 7, 1994) . .S'�" ���u���ic•,�uW1'w�bW'tll�il'iki�lii�lnYiil � III� , �OCapital Realty Analysts, 2018 Page 12 Part II — Identification of the Appraisal Problem and the Scope of Work ;���.�a� �,���,������ ����,„���� �� ���� �� �� � � �����������.� � � � conditions or for obtaining the engineering studies that may be required to discover them. �- It is assumed that the property is in full compliance with all applicable federal, state, and local environmental regulations and laws unless the lack of compliance stated in the appraisal report. "+�- It is assumed that the property conforms to all applicable zoning and use regulations and restrictions unless a nonconformity has been described in the appraisal report. '+�- It this assumed that all required licenses, certificates of occupancy, consents, other legislative or administrative authority from any local, state, or national government or private entity or organization have or can be obtained or renewed for any use on which the opinion of value contained in this report is based. '�- It is assumed that the use of the land and improvements is confined within the boundaries for property lines of the property described that there is no encroachment or trespass unless noted in the report. ++�- Unless otherwise stated in this report, the existence of hazardous materials, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea — formaldehyde foam insulation, and other potentially hazardous materials may affect the value of the property. The value estimated is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for such conditions or for any expertise or engineering knowledge required to discover them. The intended user is urged to retain an expert in this field, if desired. '+�- The forecasts, projections, or operating estimates contained herein are based on current market conditions, anticipated short-term supply and demand factors, and a continued stable economy. These forecasts are, therefore, subject to changes with future conditions. This appraisal has been made with the following general limiting conditions; �- Any allocation of the total value is estimated in this appraisal report between the land and improvements applies only under the stated program of utilization. The separate values allocated to the land and buildings must not be used in conjunction with any other appraisal and/or invalid if they are. Scope of Work The Scope of work for this appraisal assignment required three steps. These are as follows; 1. Identify the problem to be solved; ��:�s ::.�:3,�.,;�w�aa��m�,�,,,,,,,�� ���,���n� u �OCapital Realty Analysts, 2018 Page 13 Part II — Identification of the Appraisal Problem and the Scope of Work - .,�, ;.��. II!U��b�,:;b'UtlArlu!W;P;II�kh'�klotlllBluif�IlVll61i61u IJ�,JIII161 JVl��ilii I JI 2. Determine and perform the scope of work necessary to develop credible assignment results; and 3. Disciose the scope of work in the report. For this analysis, each of the required steps is described separately as follows: Appraisal Problem In this case, the subject property consists of 2 vacant land parcels, located within a resort complex known as Desert Willow. In light of the somewhat specialty nature of these parcels and considering the lack of viability for new speculative development since approximately 2007, the main problem we encountered was to acquire a sufficient amount of market data to render credible assignment results. We were able to expand the location and time parameters in our data search, which allowed us to overcome this issue. Otherwise, we encountered no atypical appraisal problems. Scope of Work Necessary to Develop Credible Assignment Results In order to perform this appraisal, we performed the following steps; �- We collected factual data from the client and other public and private data sources; �- Michael A. Scarcella, MAI inspected the subject property on March 1, 2018; Michael Scarcella inspected the property on March 2, 2018. '�- We searched for comparable sales data from both public and private data sources; '�- We interviewed the key brokers who work in the subject market area; �- We interviewed personnel at the City of Palm Desert; �- We inspected and analyzed the data collected; `�-- We performed the relevant approaches to value; �- We prepared a written appraisal report detailing factual information about the subject property, the comparable data applied, the analysis of the data and the reconciled final value estimate for the subject property; °+�- We transmitted the appraisal report to the client. _ .>...._ �vk��G��a��ii���u�,i:i',�Ir,'„'�I�BWIWOII�iP�'�,i'�ilii�ll'��I�II�I'�iil',idi�IlJllh�, li�� I I �OCapital Realty Analysts, 2018 Page 14 Part III — Presentation of Data .. c'�z�`,'.— e.•� U�i��ppUr.rtifY'WiW?„.yP'",9�"�,.�iW!IVdI'I,d.iu¢9,IrJN nV ,i, � I u i i i� i i Conclusion, Regional Analysis The Coachelia Valley economy has historically been seasonal, tied to the WinterJSpring influx of tourists and seasonal residents. Additionally, the Coachella Valley has historically attracted the baby boomer and relatively affluent retiree segments. 7he region is projected to continue to grow rapidly in relation to neighboring regions over the next few decades as the large baby boomer demographic Is now entering retirement age. The region continues to enhance its appeal with this demographic by configuring shopping, entertainment venues, planned housing developments ranging from upper middle to high end products geared to the segment. The regional economy is now trending up after several years of difficult economic conditions. This trend is likely to continue through the short term; with some potential for stronger midterm growth as the current economic cycle continues to mature. .. .�.N �..,� �,W�F.�:,�o�a.� �«��u���,�b�b����� ,�,�� ;������� � � � � �OCapital Realty Analysts, 2018 Page 18 RESOLUTION N0. B- 183 CONTRACT N0. SA37160 � REAL E�,TATE OPTION AND PURCHASE AND SALE AGREEMENT :� � �` AND JOINT ESCROW INSTRUCTIONS '` � ��� This Real Estate Option and Purchase and Sale Agreement and Joint Escrov�(��'� , y` '�.�.� Instructions (this "Agr��ment"), dated for reference purposes only as of , 2018 (the "Effective Da�e") is entered into between DESERT WAVE VENTURES, LLC, . a Delaware limited liabi�ity company ("Buyer"), and the SUCCESSOR AGENCY TO ;�;," ; THE PALM DESERT RE�EVELOPMENT AGENCY ("Seller"), for the purchase and �� sale of that certain real �ption Property consisting of approximately 14.65 acres located in the City of Palm esert, County of Riverside ("County"), State of California, known as A.P.N. 620-420-02�, (the "Option Property"), as legally described on Exhibit A attached hereto and identifi d on the map attached hereto as Exhibit A-1. As used herein the term "Option Prope ty" shall include all of Seller's right, title and interest in and to all entitlements, easemen s, mineral rights, oil and gas rights, water, water rights, air rights, development rights an privileges appurtenant thereto and all improvements located thereon, excepting any rigPot, title or interest to any public rights of way or public easements. The term "Seller" or " uccessor Agency" or "Agency" in all cases herein refers to the Successor Agency to he Palm Desert Redevelopment Agency and the term "City" as used herein means th City of Palm Desert, a municipal corporation. The term `�ffective Date" as used in this �greement shall be the date of State Approval of this Agreement as set forth in Recital RE7CITALS This Agreement is entered into A. Pursuant to AB X1 26 (whichAl as modified by the California Supreme Co� Association, et al. v. Ana Matosantos, et al Redevelopment Agency (the "Redevelopme 1, 2012 and the Agency was constituted Redevelopment Agency; and rence to the following facts: ecame effective at the end of June 2011), rt's decision in California Redevelopment (53 Cal. 4th 231(2011)), the Palm Desert �Agency") was dissolved as of February wind down the affairs of the former B. AB 1484 (which became effective at the end of June 2012) amended and supplemented AB X1 26 (AB X1 26 and AB 14 4, together, being referred to below as the "RDA Dissolution Act"); and C. Pursuant to the RDA Dissolution ct, all assets, properties, contracts, leases, books and records, buildings, and equi ment of the former Redevelopment Agency have been transferred to the control of the gency; and � E. Agency owns the fee interest in the O Buyer desires to purchase the Option F. On , 2018, the Oversight approving this Agreement (the "Oversight 8 1 on Property; ►�y; rd adopted its Resolution No. Approval"); S 1097.00006\31210648.1 RESOLUTION N0. OB - 183 CONTRACT N0. SA37160 G. On , 2018, the State of California, Department of Finance ("DOF") appr ved this Agreement as required by the RDA Dissolution Act (the "State Approval"). S Iler and Buyer agree that such approval by DOF is a condition to the execution and e�iforceability of this Agreement; �� H. The''��appraisal conducted for the Option Property by Capital Realty Analysts and con�luded that the fair market value for the Option Property was $2,050,000.00 (the "�Appraisal"); and �� I. Seller d�sires to grant an option to purchase the Option Property and Buyer desires to purch,ase an option to purchase the Option Property as specifically described herein. ', NOW, THEREFORE, the pdrties hereto agree as follows: 1. GRANT OF OP ION A. Grant of O'btion. SELLER hereby grants to BUYER an option to purchase the Option Property on°�the terms and conditions specified in this Agreement. B. Option Con 'deration. Failure to make any payment required by this section on or before the date s ecified shall cause this option to terminate. As used in this Agreement, the term "Optio consideration" includes consideration both for the initial option and for any extension t�rm. The consideration for the initial term of the option shall be the Deposit described °pn section 2.B., below. If Buyer desires to exter�d the term as provided in Section 1.C, below, Buyer, prior to the expiration of the then�urrent term shall (i) give written notice to Seller of Buyer's election to extend, and (ii)'yieposit with Escrow Holder additional option consideration. Additional option conside�ation for the single six-month extension shall be Fifty Thousand Dollars ($50,000.00). '� lf this Agreement is terminate� pursuant to Section 6, below regarding title matters, option consideration for the initial t rm of the option shall be refunded to Buyer. Othernrise, except as provided in Sec ion 1, all option consideration shall be nonrefundable unless Seller defaults under this Agreement. The consideration for the initial option and option extensions is to b disbursed to Seller within forty-eight (48) hours of deposit thereof by Buyer. This Ag eement constitutes irrevocable instructions to Escrow Holder that consideration for the nitial option and option extensions is to be disbursed to Seller within forty-eight (48) hou �s of deposit thereof by Buyer. All option consideration (inclu 'ing purchase price. � C. Option Term. The initial?terrr on the second anniversary of the Effective Date 2 extensions) shall be applicable to the i of this option shall expire at 5:00 p.m. ("Option Term"). If this option has not 81097.00006\3 I 210648.1 RESOLUTION N0. OB - 183 CONTRACT N0. SA3�160 theretofore expired, Buy e may extend the Option Term for up to one(1) six (6) month periods only if Buyer tim�ly deposits the additional option consideration pursuant to Section 1.B and timely givl�s notice of election to extend as provided in that Section. Each extension period s all expire at 5:00 p.m. on the last day of a calendar [month/year] unless such da is not a Business Day, in which case the extension period shall expire on the next follolnring day which is a Business Day. A Business Day shall mean Monday through Frid�y, except for holidays on which the Riverside County Recorder's office is closed. t D. Permission T�o Enter. SELLER hereby grants to BUYER, or its authorized agents, permission tc� enter upon the Option Property at all reasonable times from the Effective Date until th� expiration of the Option Term, and if the option is exercised, from and after such e�ercise until close of this transaction for the purpose of conducting due diligence, inclu�ing making necessary or appropriate inspections. BUYER will give SELLER at least two (2) business days written or oral notice before going on the Option Property. B�YER does hereby indemnify and hold harmless SELLER, SELLER's heirs, succe sors, assigns, officers, employees, agents and representatives free and harmless f om and against any and all liability, loss, damages and costs and expenses, demands, auses of action, claims or judgments, arising from or that is in any way connecte with BUYER's inspections or non-permanent improvements involving entrance ont the Option Property pursuant to this Section 1 D. If BUYER fails to acquire the Option roperty due to BUYER's default, this license will terminate upon the termination of BU�ER's right to purchase the Option Property. In such event, BUYER will remove or c� use to be removed all of BUYER's personal Option Property, facilities, tools and e uipment from the Option Property. If BUYER does not remove all of BUYER's p sonal Option Property, facilities, tools, and equipment from the Option Property w hin ten (10) business days of the date that BUYER's license terminates under this ection, SELLER has the right to remove said personal Option Property, facilities, tools�and equipment from the Option Property. In the event BUYER fails to remove BUYE 's personal Option Property, facilities, tools and equipment from the Option Property fter entering the Option Property to perform due diligence, including to make necessa or appropriate inspections as specified in this Section 1 D, BUYER is responsible for all reasonable costs incurred by SELLER in any such removal by SELLER. 2. EXERCISE OF OPTION A. Exercise. The option �hall be exercised, if at all, prior to the expiration of the initial term, or, if extendec1�, prior to the expiration of the applicable extension term. In order to exercise the oc9tion, BUYER must give written notice to SELLER of election to exercise on or befor� the deadline for exercise which is the Option Term ("Option Exercise"). If an expirati`�n date or deadline would otherwise be a day which is not a Business Day, then the ex��iration date or deadline shall be the next following Business Day. � 0 4 3 � 8 l 097. 00006\312 I 0648 .1 RESOLUTION N0. OB - 18� CONTRACT N0. SA37160 � B. Memo andum of Option. The parties shall execute a memorandum or short form of this Agree nt to be recorded, filed or published in the public records of Riverside County within 3 B iness days of the execution of this Agreement. '°� C. Quitclaim��.Deed. Upon expiration or termination of this option without the option having been~E.effectively exercised, BUYER agrees that it shall, within five (5) Business days of any� request therefor, execute and deliver to SELLER a quitclaim deed to the Option Property. The provisions of this section shall survive the termination of this Agreement. 2. PURCHASE PRICE/ DEPOSIT/ INDEPENDENT CONSIDERATION : A. The purchase price for the Option Property shall be in consistent with the Appraisal Two Million Fifty Thousand and no/100 Dollars ($2,050,000.00) (the "Purchase Price") to be paid all cash to Seller at Closing, less the Deposit made by Buyer pursuant to Section 2. B. Buyer has previous�,y deposited a cash sum equal to Two Hundred Thousand Dollars ($200,000.00) (the "D�posit") in escrow (the "Escrow") with Foresite Escrow at 41995 Boardwalk, Suite G-2, ., Palm Desert, CA 92211, Attn: Esther Lopez ("Escrow Holder"). Buyer may replace t�e Deposit held with Escrow so long as Buyer pays any and all fees and costs associat�d with the Deposit replacement; Seller shall cooperate with the Deposit replacement, k�ut shall not be responsible for any fees or costs. The Deposit, is also the option con�ideration, shall be held in the Escrow until the Feasibility Deadline (as defined in S�ction 10 below) with the interest earned thereon inuring to the benefit of Buyer. If oi� or before the Feasibility Deadline, Buyer delivers to Seller and Escrow Holder writt�n notice approving the feasibility of the Option Property, the Deposit shall thereafte� be non-refundable to Buyer, except as otherwise set forth in this Agreement, and sh`;all remain in Escrow until the Closing or earlier termination of this Agreement, and pro�ided further that until the Closing occurs or until Seller receives the Deposit as liquid�ited damages pursuant to Section 7.E. hereof, Buyer shall be deemed the owner of th� Deposit, and Seller and its successors and assigns shall not be entitled to withdraw fr�m Escrow or to receive from Escrow all or any part of the Deposit. If this Agreement is�terminated or deemed terminated on or before the Feasibility Deadline, Seller hereby a' thorizes Escrow Holder to immediately release the Deposit (and all of the interest earn d on the Deposit) to Buyer without any additional documentation required from the parti . Seller releases Escrow Holder from all liability in connection with the release of the D posit to Buyer in accordance with the preceding sentence, and following such release the Deposit, neither party shall have any further rights or obligations hereunder (oth r than those arising from a party's breach of this Agreement). The Deposit shall be c edited against the Purchase Price at the Closing. C. Within three (3) business days �following the mutual execution and delivery of this Agreement to Escrow, Buyer shall �eposit into Escrow the amount of One Hundred Dollars ($100.00) (the "Independent Consideration"). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the 4 S I 097.00006\3 I 3( 0648. I � RESOLUTION N0. OB - 1'�3 CONTRACT N0. SA37160 rights and options exten�ed to Buyer hereunder, including, without limitation, the right and option to terminate this Agreement as provided herein. The Independent Consideration shall be disbursed to Seller immediately following Buyer's deposit thereof into Escrow. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement and the Deposit is returned to Buyer, Seller shall retain the Independent Consideration when the Deposit is returned to Buyer. The Independent Consideration shall not be applicable to the Purchase Price or treated as consideration given by Buyer for any purpose other than as provided herein. The parties agree that it is their intention that the amount of the Independent Consideration is sufficient consideration, as such term is defined in Steiner v. Thexton, 48 Cal. 4th 411 (2010). Buyer and Seller hereby acknowledge and confirm that they have had an opportunity to review this provision �nrith their respective, independent counsel. 3. FAIR MARKET VALIJE; NO SUBSIDY BY SELLER; NO AGENCY OBLIGATIONS. Buyer and Seller acknowledge and agree that the Purchase Price represents the current fair market v�lue of the Option Property as set for the in the Appraisal. Buyer and Seller further acknowledge and agree that neither Seller not City, in their regulatory capacity or otherwise, has provided or agreed to provide any subsidy to the Buyer in connection with Buyer's�acquisition, development, use and/or operation of the Option Property, nor is there any plan to provide any such subsidy to the Buyer. 4. REQUIRED SUBMITTALS TO CITY. A. By the end of the Buy�rs Feasibility Approval, as set for in Section 10 below, Buyer shall submit its complete application to the City of Palm Desert for all required approvals. `j B. Within three (3) months�`.of submitting the complete application to the City, Buyer shall submit to the City all reqi�ired environmental documents to the City. i 5. ESCROW: �� �. A. Closinq. The parties shall pen an escrow within one (1) business day of Option Exercise on which Buyer exerci es its Option. Close of Escrow means the date on which the Grant Deed is recorded in the Official Records of the County of Riverside. The Close of Escrow will be 30 da �s after the Option Exercise, subject to satisfaction of all of Buyer's conditions describe under Section 12 but in no event shall the Close of Escrow be later than ninety (90 days after the Option Exercise (the "Closing Date" or "Closing"). The Closing Da e may be extended by the Executive Director as set forth in Section 9. Buyer may lect to close the Escrow before the Closing Date upon thirty (30) days prior written n,.ice to Seller. B. Escrow Instructions; Costs. The provisions hereof shall constitute joint instructions to Escrow Holder to consummate the purchase in accordance with the terms and provision here `f. The parties shall execute such additional escrow instructions, not inconsistent w�h the provisions hereof, as may be 5 81097.00006\31210648. l RESOLUTION N0. OB { 183 CONTRACT N0. SA37160 deemed reasonably `necessary to carry out the intentions of the parties as expressed herein; provided, however, if the provisions of any such additional instructions contradict with the provisions of�. this Agreement, then the provisions of this Agreement shall control. At Closing, (i) �eal estate taxes shall be prorated between Buyer and Seller as of the closing date, and (ii) all other closing costs and prorations shall be paid by county custom. C. Deposit of Documents. (1) At or before the Closing, Seller shall deposit into escrow the duly executed and acknowledged Deed (defined below) conveying the Option Property to Buyer; (2) At or before the Closing, Buyer shall deposit into escrow the funds necessary to close this transaction; and (3) are reasonably required close the escrow and c with the terms hereof. Seller and Buyer shall each deposit such other instruments as by the "Title Company" (defined below) or otherwise required to �nsummate the purchase of the Option Property in accordance D. Prorations. The G,urrent Taxes shall be prorated as of the Closing Date based on the tax assessor's mos� recent tax bill for the Option Property except all delinquent taxes and assessments sha'�I be paid by Seller. The parties shall cooperate in good faith following the Closing (and outside of the Escrow) to reconcile any prorations made at the Closing that do r�ot accurately reflect the actual prorated cost or revenue. All prorations of amounts for w�iich Seller is responsible but which Buyer pays or agrees to pay in the future shall be cre�iited against the Purchase Price. E. Balance of Purchase price. Prior to 10:00 a.m. on the day of Closing, Buyer shall deposit with wire to E crow Holder in immediately available funds the balance of the Purchase Price, togethe with such other amounts as may be required in order to pay Buyer's share of cl sing costs and prorations. 4 F. Closinq Procedure. pon receipt of all funds and instruments described in this Section 5, and upon sati faction or waiver of all contingencies and conditions set forth in this Agreement, Escro Holder shall: t County, California. (1) Record the Granf Deed in the Official Records of Riverside (2) Issue the Title Poli�y (as defined below) to the Buyer. (3) Deliver the Purchas Price to Seller, less any costs and expenses shown on the closing statements ap roved by Seller and Buyer, which costs and expenses shall be disbursed as instructed y Seller and Buyer in escrow instructions delivered to Escrow Holder prior to he Closing Date. 6 s� 09�.00006�3 i z i obas. i RESOLUTION N�. OB -�83 ` CONTRACT N0. SA37160 6. TITLE: Buyer has procured that current preliminary title report respecting the Option Property issu�d by Lawyer's Title/Commonwealth Land Title Company in Riverside, CA (the "Title Company") attached hereto as Exhibit B, along with legible copies of the documentatibn evidencing all exceptions shown therein (the "Title Report"). Within thirty (30) d�ys following the Effective Date, Buyer shall disapprove in writing any exceptions conta�ned in the Title Report to which Buyer objects (the "Disapproved Exceptions"); al}1exceptions not so objected to by Buyer in writing shall be referred to as "Approved Exceptions". Seller shall have ten (10) days after Buyer delivers such notice to advise �uyer if Seller will agree to remove any of such Disapproved Exceptions from title. '�Jf Seller does not so agree in writing to remove all of the Disapproved Exceptions, then, �ntil the Feasibility Deadline, Buyer may elect to terminate this Agreement and reco r the Deposit previously made and any interest actually earned thereon, in which e ent the parties shall have no further rights or obligations hereunder; or, alternatively, Buyer may elect to waive its objection to those Disapproved Exceptions in which event uch Disapproved Exceptions will be deemed to be Approved Exceptions. At the Closing, Seller shall convey its fee interest in and to the Option Property to Buyer (or to such o er . affiliated entity as may be specified in Buyer's escrow instructions and approve by Agency) by deed in a form reasonably mutually acceptable to Buyer and Seller (t "Deed"). Title to the Option Property shall be subject only to (i) a lien for then curr t taxes, bonds and assessments not yet delinquent and (ii) the Approved Exceptions collectively, the "Permitted Exceptions"). Immediately following recordation of the De , Escrow Holder shall issue to Buyer an A.L.T.A. Standard Coverage Owner's policy of title insurance, with coverage in the amount of the Purchase Price for the Option roperty, showing fee simple title to the Option Property vested in Buyer, subject only to the Permitted Exceptions (the "Title Policy"). Buyer may elect to obtain an extended coverage policy at Buyer's cost. 7. "AS-IS" PURCHASE; RELEASE O� SELLER; LIQUIDATED DAMAGES A. Buver's Independent Investiq tion. Buyer represents and warrants to Seller that Buyer shall, prior to the Feasibili Deadline, perform a diligent and thorough inspection and investigation of each and very aspect of the Option Property, either independently or through agents of Buyer's c oosing, including, without limitation, the following matters (collectively, the "Option Prop rty Conditions"): (1) All matters relating to title �ncluding, without limitation, the existence, quality, nature and adequacy of Seller's i terest in the Option Property and the existence of physically open and legally sufficient�ccess to the Option Property. (2) The zoning and other legal status without limitation, the compliance of the Option Pro applicable codes, laws, regulations, statutes, ordir covenants, conditions and restrictions, and all g requirements such as taxes, assessments, use permit fire codes. 7 the Option Property, including, �rty or its operation with any nces and private or public ✓ernmental and other legal ,equirements and building and 81097.00006\312106�18.1 RESOLUTION N0. OB - 18� CONTRACT N0. SA37160 (3) The quality, nature, adequacy, and physical, geological and environmental condition o� the Option Property (including soils and any groundwater), , and the presence or abser�ce of any Hazardous Materials in, on, under or about the Option Property or any othe��\ real Option Property in the vicinity of the Option Property. As used in this Agreementr "Hazardous Material" shall mean any material that, because of its quantity, concentration or physical or chemical characteristics, is now or hereafter deemed by any fed�ral, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. (4) The suitability of the Option Property for Buyer's intended use of the Option Property. Property. Property. (5) The economics �and development potential, if any, of the Option (6) All other matters �of material significance affecting the Option ', ,t , B. Hazardous Materials °pisclosure. California law requires sellers to disclose to buyers the presence or potenti7al presence of certain Hazardous Materials. Accordingly, Buyer is hereby advised that oc�cupation of the Option Property may lead to exposure to Hazardous Materials such as, b�t not limited to, gasoline, diesel and other vehicle fluids, vehicle exhaust, office mainten�nce fluids, tobacco smoke, methane and building materials containing chemicals, such�s formaldehyde. By execution of this Agreement, Buyer acknowledges that the noti s and warnings set forth above satisfy the requirements of California Health and Sa�ety Code Section 25359.7 and related statutes. ; C. As-Is Purchase. Buyer speci ically acknowledges and agrees that Seller is selling and Buyer is purchasing Seller's i terest in the Option Property on an "as-is with all faults" basis. Buyer is relying solely n its independent investigation and not on any representations or warranties of any ki d whatsoever, express or implied, from Seller or its agents as to any matters concernin the Option Property, its suitability for Buyer's intended uses or any of the Option Pro erty Conditions. Seller does not guarantee the legal, physical, geological, enviromm �tal or other conditions of the Option Property, nor does it assume any responsibilit for the compliance of the Option Property or its use with any statute, ordinance or regulation. It is Buyer's sole responsibility to determine all building, planning, zoning and other regulations relating to the Option Property and the uses to which it may be put. D. [intentionally left blank] E. Release/Indemnitv. Buyer shall efend, indemnify, and hold harmless Seller, the City and their respective officials, off ers, employees, consultants, contractors and agents (collectively, "Indemnitees") from nd against any and all actual and alleged claims, losses, damages, fines, costs, p nalties, expenses (including reasonable attorneys' fees, costs of experts and other litig tion expenses), and liabilities : 81097.00006\313 l 0648.1 RESOLUTION N0. 0� - 183 CONTRACT N0. SA37160 of any type or nature, including those related or due to death or injury to any person and injury to any Option Property, proximately resulting from any negligent acts or omissions by Buyer related to the activities described or contemplated by this Agreement. No officials, officers, employees, consultants, contractors or agents of Seller or City shall be personally liable to Buyer, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Option Property, in the event of any default or breach by Seller or City, or for any amount which may become due to Buyer or to its successors or as�i.gnees, or on any obligations arising under this Agreement. No officials, officers, employees, consultants, contractors or agents of Buyer shall be personally liable to City or Seller in the event of any default or breach by Buyer, or for any amount which may become due to Seller or City, or on any obligations arising under this Agreement. The provisions of this Section 7.E. shall survive the Closing hereunder or the termination of this Agreement and $hall not be merged into the Deed. F. LIQUIDATED �AMAGES: BUYER AND SELLER AGREE THAT IF, AFTER THE FEASIBILITY DEAD,LINE, BUYER DEFAULTS ON ITS OBLIGATION TO PURCHASE THE OPTION PRQPERTY PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE DAMAGES TO SELLER WOULD BE DIFFICULT AND IMPRACTICAL TO 4ETERMINE. ACCORDINGLY, BUYER AND SELLER HAVE AGREED TO FIX AS �°�IQUIDATED DAMAGES THE DEPOSIT OF $200,000 SPECIFIED IN SECTION 2, AN:D SUCH AMOUNT SHALL BE PAYABLE TO SELLER AS LIQUIDATED DAMAGES, A D SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH EFAULT. BUYER AND SELLER AGREE THAT THIS LIQUIDATED DAMAGES PR VISION IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF HE EFFECTIVE DATE, GIVEN THE DIFFICULTY AND IMPRACTICALITY OF D TERMINING SELLER'S DAMAGES, THE COSTS OF NEGOTIATING AND DRAFTI G THIS AGREEMENT, PERFORMING SELLER'S OBLIGATIONS HEREUNDER, KE PING THE OPTION PROPERTY OUT OF THE MARKETPLACE, COSTS OF SEE ING ANOTHER BUYER AND OTHER COSTS INCURRED IN CONNECTION HERE ITH. PAYMENT OF SUCH AMOUNT TO SELLER AS LIQUIDATED DAMAGES IS N T INTENDED AS A FORFEITURE OR PENALTY UNDER CALIFORNIA CIVIL COD SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LI UIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SELLER HEREBY WAIVES THE PROVI IONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER AGREES THAT THE E LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER MONETARY RELIE OR OTHER REMEDY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFOR ANCE, TO WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER TH S AGREEMENT, AT LAW OR IN EQUITY. BUYER AND SELLER SPECIFI ALLY ACKNOWLEDGE THEIR AGREEMENT TO THE FOREGOING LIQUIDA ED DAMAGES PROVISION BY INITIALING THIS SECTION IN THE APPROPRIAT SPACES PROVIDED BELOW: Buyer's Initials Seller�'s Initials � 8 I 097.00006\3 l 2 l 0648.1 RESOLUTION N0. 0� - 183 CONTRACT N0. SA37160 8. POSS SSION; MAINTENANCE OF OPTION PROPERTY: Seller shall deliver to Buyer pos ession of the Option Property immediately on Closing, free of all uses, tenancies and occupancies unless approved by Buyer. Until possession is delivered to Buyer, su 'ect to Buyer's authorization to enter the Option Property as set forth in Section 10, Sell agrees, at its sole cost and expense, to maintain and keep the Option Property and all t e improvements thereon in not less than the same order and condition as they are on e date this Agreement is executed by Seller. Pending the Closing, Seller shall contin to manage and operate the Option Property and maintain insurance covering the Optio Property in substantially the same manner as Seller has managed and operated the tion Property for the last twelve (12) months, and shall not commit waste or otherwise aterially and adversely affect the Option Property. 9. EXECUTIVE DIRE TOR AUTHORITY: The Executive Director of the Agency ("Executive Director") sh II have the authority to take all actions and execute all documents required or necessa for the Agency to perform its obligations under this Agreement, to extend each of the losing Date or Feasibility Deadline for up to 180 days (or for an additional period bey d said 180 days), and to otherwise complete the Closing and conveyance of the Optio Property to Buyer pursuant to this Agreement. Further, Executive Director may execut any entitlement applications in connection with the Buyer's future use of the Option operty, where the signature of the Agency is required as the owner of the Option Prop rty. 10. DUE DILIGENCE: Buyer sha I have until the date that is one hundred and eighty (180) days following the Effective D e(the "Feasibility Deadline") to determine the feasibility of the Option Property for Buy r's intended use in Buyer's sole discretion by its delivery of its written notice of fea ibility approval (the "Buyer Feasibility Approval") to Seller and Escrow Holder on or before 5:00 p.m. Pacific Time on or before the Feasibility Deadline. Buyer's failur to deliver to Seller and Escrow Holder the Buyer Feasibility Approval on or before th Feasibility Deadline shall automatically be deemed to constitute Buyer's termination of t is Agreement. Upon the Effective Date of this Agreeme t, Buyer may enter upon the Option Property until the earlier of the Closing or termina ion of this Agreement to conduct any investigation, test, study or analysis related to th development thereof, including, but not limited to, soils studies, Phase I and/or Phase II toxic studies, engineering studies, tree surveys, archeological studies, biological stu ies, utilities and constraints study, hydrology studies and any other matters necessary to evaluate the development of the Option Property. Buyer shall pay all costs with res ect to such studies and tests and shall be solely responsible for the disposal of ny soil samples (including any Hazardous Materials or other wastes in these samp es), which obligation shall survive the termination of this Agreement. Buyer shall exercise due care, follow best commercial practices in connection with such entry nd testing, and shall comply with all laws, ordinances, rules, regulations, orders and th like in connection with any entry onto or testing of the Option Property. Prior to any entry onto the Option Property, Buyer shall obtain and maintain, and shall requi that its agents, consultants, contractors and representatives (collectively, the "Age ts") to obtain and maintain in full 10 . 8 I 097.00006\312106�8. I RESOLUTION N0. O�B — 183 CONTRACT N0. SA37160 force during the te�m of this Agreement, at Buyer's sole cost and expense, a policy of comprehensive liabil°rty insurance, including Option Property damage, which will insure Agency, City and thel�r respective officers, members, employees and agents against liability for injury to pe ons, damage to Option Property, and death of any person arising in connection wit , Buyer or its Agents entry upon the Option Property and/or conducting of tests or stu' ies thereon. The policy shall be approved as to form and insurance (including approv�,l of the insurance company) by the Agency, and shall be in an amount not less than One�Million Dollars ($1,000,000). Buyer shall provide Agency with a certificate for any insura ce policy required hereunder, including an endorsement that states that the policy will n t be cancelled except after thirty (30) days' notice in writing to Agency and names th� additional insureds as required herein. Buyer shall provide Agency with evidence of uch insurance coverage prior to any entry onto the Option Property by Buyer or its Age ts. Following any such tests or studies, Buyer shall leave the Option Property in substa ially similar condition as of the Effective Date of this Agreement, and Buyer shall inde nify, defend and hold harmless Seller, City, and their respective officers, members, e ployees and agents from and against any liabilities, claims, damages (including in� ry or damage to person or Option Property), losses, costs, expenses and fees (includin reasonable attorneys' and experts' fees and costs) to the extent resulting from the e try, inspections and studies conducted by Buyer and its Agents on, under, or about t e Option Property, except that Buyer shall have no liability under this Section 10 for, a d no obligation to remedy, any liabilities, claims, damages, costs, expenses, fees, con itions or defects on or under the Option Property to the extent (i) not caused by Buy r or its Agents, (ii) resulting from any conditions or defects discovered during B yer's investigations and inspections, including the discovery of any Hazardous Mate 'als and the results or findings of any tests, or (iii) to the extent resulting from the a s or omissions of Seller, or Seller's agents, engineers, contractors, consultants and r presentatives. Without limiting the foregoing, Buyer shall have no liability for any di inution in the value of the Option Property resulting from the activities excluded in (ii) bove, provided in the event Buyer or its Agents discover any toxic or Hazardous terials on or under the Option Property, Buyer and its Agents shall cease any furth investigation in that area of the Option Property, notify Seller by phone and email wit 'n twenty four (24) hours of that discovery, exercise reasonable due care so as not t exacerbate that condition and properly dispose of any soils samples which contain su toxic or Hazardous Materials. Nothing in this Section is intended to limit or modify the 'ndemnity contained in Section 7.E. The foregoing indemnity shall survive beyond the Closing, or, if the sale is not consummated, beyond the termination of this Agreement. To the extent Seller has not previously done so, � Buyer for Buyer's review and inspection, during the term o of Seller and upon at least twenty-four (24) hours' prior no extent the materials are in the Seller's possession or cc hydrology reports, environmental or toxic material archeological reports, engineering reports, traffic studies, e or any public records which concern the Option "Documents"). Buyer shall have the right, at Buyer's c 11 �Iler shall make available to this Agreement at the office ice, and in each case to the trol, copies of all soil and ports, biological reports, vironmental impact studies, roperty (collectively the st, to make copies of the s i oy�.0000b�� �? � obaa. � RESOLUTION N0._OB - 183 CONTRACT N0. SA37160 Documents for B er's review and approval but if this Agreement is terminated, Buyer shall, upon the writ n request of Seller, return all such Documents and copies to Seller. Seller makes no r��resentation or warranties whatsoever regarding the existence, availability, completer��ss or accuracy of the Documents. Buyer shall promptly deliver to Seller copies of any° reports relating to any testing or other inspection of the Option Property performed by �yer or its agents, employees or contractors (the "Buyer Work Product"), but shall not d liver copies of any such reports to any other person or entity without Seller's prior writte approval. Seller acknowledges and agrees that any and all of the Buyer Work Product i rovided by Buyer for informational purposes only and do not constitute representation or warranties of Buyer of any kind, including any representations and warrantie , concerning the accuracy or completeness of any information in the Buyer Work Pr�luct. 11. CONDITIONS TO B YER'S PERFORMANCE: Buyer's obligations to purchase the Option Property unde this Agreement are subject to Buyer's written approval of the following conditions ecedent ("Buyer's Closing Conditions"), but Buyer shall have the right to waive any ch condition(s) in writing within the time period specified in such condition, or if not spec ied, prior to the Closing. If Buyer waives any of Buyer's Closing Conditions, then Seller hall be relieved of any further obligation or liability, including any representation or war nty, in connection with such condition. In the event Buyer determines that any such c ndition is objectionable, unacceptable, or cannot be satisfied within the period specifie below, or if no time period is specified then prior to Closing, Buyer may, in its sole an absolute discretion, fail to approve said condition. In such event, then (without limitin Buyer's remedies in the event of a breach of this Agreement by Seller which are pro 'ded in Section 21 below) the Deposit and all interest earned thereon while in Escrow, sh II be returned immediately to Buyer by Escrow Holder, and neither party shall have any further rights or obligations hereunder. If the Closing occurs and Buyer has iled to disapprove of any of the following Buyer's Closing Conditions, then such condit n(s) shall be deemed waived. A. Feasibilitv Studv. Buyer's approva of the feasibility of the Option Property for Buyer's intended use in accordance with S tion 10 prior to the Feasibility Deadline. B. Truth and Accuracv of Seller's Reqr sentations and Warranties. Seller's representations and warranties as set forth in this greement shall be true and correct on the Effective Date of this Agreement and on the osing Date. C. Title. Escrow Holder is irrevocably and unconditionally committed to issue to Buyer the Title Policy with no exceptions to coverage other than the Permitted Exceptions, and no person or entity has any right t use or occupy the Option Property, except as shown in any Permitted Exceptions in the itle Policy. Agreement. D. State Approval. Seller shall have obtaine�d State Approval of this 12 8 I 097.00006\3 I 210648.1 RESOLUTION N0. OB — 183 CONTRACT N0. SA37160 � E. S�eller's Other Obliqations. Seller shall have performed all of its other covenants and obligations as set forth in this Agreement. 12. CONDITIONS TO SELLER'S PERFORMANCE: The following are conditions precedent to Seller's obligation to sell the Option Property to Buyer "Seller's Closing Conditions"): A. Seller shall have obtained State Approval of this Agreement. B. Buyer shall have received final approval (beyond any challenge or appeal period with no challenge or appeal then pending) of all necessary land-use approvals, authorizations and entitlements, including, without limitation, entering into a development agreement between Buyer and the City (collectively, the "Entitlements"), to develop the Option Property. C. Seller shall have .,completed all required review under CEQA, including an evaluation of the significant, adverse effects, alternative projects (including the "no project alternative"), and mitigatioi� measures. D. Seller's approval of Buyers proof of construction financing, such approval not to be unreasonably withheld. E. Approval of the first phas�'�, building permit by the City Building and Safety Department and ability to issue upon onlj��the payment of required fees, F. Buyer shall have performed all of its obligations hereunder and all of Buyer's representations and warranties shall be �rue and correct. Each of Seller's conditions precedent are intended s ely for the benefit of Seller and is deemed to be material to and of the essence of th Agreement. If any of Seller's conditions precedent are not satisfied as provided a ove, Seller may, at its option, terminate this Agreement. In such event, then (withou limiting Seller's remedies) the Deposit and all interest earned thereon while in Escrow, shall be delivered to Seller by Escrow Holder except in the event that Seller terminat this agreement pursuant to Section 12.A, in which case such amounts shall be retu ed immediately to Buyer by Escrow Holder, and neither party shall have any further rig ts or obligations hereunder. If the Closing occurs and Seller has failed to disapprov of any of Seller's Closing Conditions, then such condition(s) shall be deemed waived. 13. SELLER'S REPRESENTATIONS AND WA makes the representations and warranties set forth in this A Buyer and its successors and assigns for a period of six (6) Closing Date, after which Seller's representations and warra force or effect. Seller shall notify Buyer in writing within ter Seller's Executive Director receives actual knowledge th� warranty has become untrue or misleading in light of informati the Effective Date of this Agreement, and if such ten (10) b 13 �ANTIES: Seller hereby reement for the benefit of nonths from and after the ties will be of no further (10) business days after any representation or �n obtained by Seller after .�siness day period would s�oy�.0000b���z�obaa.� RESOLUTION N0. OB - 183 CONTRACT N0. SA37160 t �� ' expire after the Closl'ng, then the Closing shall be extended until the expiration of the ten (10) business dajr period. As used herein, "Seller's knowledge" shall mean the present actual, not constructive, knowledge of Seller's current Executive Director, without any investigation+,.or inquiry or duty to do so. All representations and warranties contained in the Agreem�:nt shall be deemed remade at Closing except as otherwise disclosed to Buyer in writ'rng, shall survive the Closing for the prescribed six month period and shall not merge vu.ith the Deed. A. To Seller's knowledge, there is no litigation, arbitration or proceeding pending, or threatened, before any court or administrative agency or any other condition that relates to or affects the Option Property, Seller's performance hereunder, Buyer's intended use �of the Option Property, or which will result in a lien, charge, encumbrance or judgment'�against any part of or any interest in the Option Property, except (i) as disclosed in��he Title Report, or (ii) as otherwise disclosed to Buyer in writing. '°, ,,'� B. To Seller's knowled�e, the Option Property is not in violation of any federal, state or local law, statute, regulati�n, code or ordinance. C. Seller is not a fore��n person, foreign corporation, foreign partnership, foreign trust or foreign estate, s those terms are defined in the Internal Revenue Code Section 1145 and any related�egulations and Seller is exempt from the withholding obligations imposed by California'j�Revenue and Taxation Code Sections 18805, 18815, and 26131. �;, D. To Seller's knowledge, no p rson or entity has the right to use, occupy, possess or reside on the Option Prope y except as disclosed in the Title Report and Seller has not, to Seller's knowledge, or has City, to Seller's knowledge, granted any person or entity any such rights . � 14. BUYER'S REPRESENTATIONS, WARRgQ►NTIES AND COVENANTS. A. Buyer represents and warrants that it is a limited liability company duly organized under the laws of Delaware, in good stan ing and authorized to conduct business in State of California, has the capacity and ful power and authority to enter into and carry out the agreements contained in and the ransactions contemplated by this Agreement, and that this Agreement has been duly uthorized and executed by Buyer, and upon delivery to and execution by Seller, s all be a valid and binding agreement of Buyer. � B. There is no action, suit, arbitration, un atisfied order or judgment, government investigation or proceeding pending or, to the ctual knowledge of Buyer threatened, against Buyer which, if adversely determined, ould individually or in the aggregate materially interfere with the consummation by Buyer of the transaction contemplated by this Agreement. The term "actual knowl dge" means the present actual, not constructive, knowledge of Robert Martin without any further investigation or inquiry or duty to do so. 14 8 I 097.00006\31 ? ] 0648.1 RESOLUTION N0. OB - 183 CONTRACT N0. SA37160 C. In compliance with Executive Order 13224 and the USA Patriot Act of 2001, Buyer and,Seller each affirmatively represents and warrants to the other that (a) neither it, nor any. of its officers, directors, or principals, has committed or supported terrorist acts; or (b) neither it, nor any of its officers, directors, or principals is identified on the list of Specially Designated Nations and Blocked Persons generated by the Office of Foreign Assets`Control. 15. COMMISSIONS: Each party represents to the other that it has not dealt with any broker, agent, or fi'rader for which a commission or fee is payable with respect to the Option Property or thi��, Agreement, and each party shall indemnify, defend and hold harmless the other froi'n any claims, demands, liabilities, or judgments for commissions or fees arising from such party's breach of this Section. The foregoing indemnification, defense and hadd harmless obligations of the parties shall survive Closing and any termination of this��Agreement. 16. FOREIGN INVESTOR ISCLOSURE: Seller understands that if Seller is unable to certify that it is U.S. citizen r a resident of the State of California at the time of the Closing, Buyer shall be entitled to withhold from the purchase price such amounts as are necessary to satisfy Buyer's withholding obligations under the Foreign Investment in Real Property Tax Act and nder California Revenue and Taxation Code Sections 18805, 18815 and 26131. 9� 17. FUTURE LEASES, COMMITM NTS AND ENCUMBRANCES: From and after the Effective Date of this Agreement, xcept to the extent required by law or otherwise, Seller shall not (a) execute, modify nd/or approve any leases, contracts or commitments affecting the Option Property that ould extend beyond the Closing Date without Buyer's written approval; which approva may be given or withheld in Buyer's sole discretion; or (b) voluntarily encumber t Option Property with any liens, encumbrances or other instruments creating a cl ud on title or securing a monetary obligation with the Option Property. 18. CONDEMNATION/CASUALTY: If a ter the Effective Date of this Agreement and prior to the Closing all or any part o the Option Property is taken or threatened to be taken by eminent domain or cond nation or is destroyed by fire, earthquake or other casualty, Buyer may elect either ( to terminate this Agreement as to the entire Option Property, in which event all the De sit and interest earned thereon while in Escrow, shall be returned to Buyer, and this A reement shall be null and void and of no further force or effect, or (b) to consummate rchase of the Option Property as herein provided, in which event Seller shall pay or as ign to Buyer all condemnation awards or payments in respect of the Option Property nd/or all insurance proceeds paid or payable to Seller as a consequence of such c sualty. If this Agreement is terminated in full pursuant to this Section 18, neither part shall have any further rights, duties, obligations or liabilities, at law or in equity, aris ng out of or relating to this Agreement except for those that specifically survive te mination of this Agreement pursuant to other provisions hereof. � 15 81097.00006\31210648.1 RESOLUTION N0. OB' - 183 CONTRACT N0. SA37160 19. NO RECORDING: Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer. 20. AMENDMENTS: This Agreement expresses the agreement of the parties. There are no other understandings, oral or written, which in any manner alter or enlarge its terms. This Agreement supersedes any and all prior agreements between the parties hereto regarding the Option Property. Seller and Buyer agree to execute such additional documents as may be reasonable and necessary to carry out the provisions of this Agreement. This Agreement may be amended, but only in writing and only if such writing is executed by both parties. 21. BUYER'S REMEDIE�; NO MONEY DAMAGES: If Seller defaults on its obligation to deliver title to the Option Property to Buyer in the manner required hereby or otherwise breaches this Agreement, Buyer shall have the right to seek specific performance of this Agreement or Buyer may terminate this Agreement, in which case Buyer shall be entitled to an immediate; return of the Deposit and any interest earned thereon while in the Escrow and Buyer '�hall have no further right to seek damages. The failure of Buyer to receive approval 0�4 any applicable development permits, maps, or other entitlements for the Option Propert�r shall not constitute a default or breach of Seller's obligations contained in this Agreem`�nt. Buyer acknowledges that Seller would not have entered into this Agreement if doing��so would subject it to the risk of incurring liability in money damages, either for breach �,of this Agreement, anticipatory breach, repudiation of the Agreement, or for any a�*tions with respect to its negotiation, preparation, implementation or application. The p�arties further acknowledge that money damages and remedies at law generally are ina equate, and specific performance is the most appropriate remedy for the enforcemen of this Agreement and should be available to Buyer. Therefore, the parties hereby `acknowledge and agree that it is a material part of Buyer's consideration to Seller th�t Seller shall not be at any risk whatsoever of liability for money damages relating t` or arising from this Agreement, and except for the express indemnity obligation� hereunder and non-damages remedies, including the remedy of specific performanc� Buyer, for itself, its successors and assignees, hereby release Agency, the City and th 'r respective officers, members, employees and agents from any and all claims, deman s, actions, or suits of any kind or nature arising out of any liability, known or unknown, resent or future, including, but not limited to, any claim or liability, based or asserted, p rsuant to Article I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments of the United States Constitution, or any other law or ordinance which eeks to impose any money damages, whatsoever, upon the parties because the parties entered into this Agreement, because of the terms of this Agreement, or because of the manner of implementation or performance of this Agreement. 22. ATTORNEYS' FEES: If this Agreement or th�transaction contemplated herein gives rise to a lawsuit or other legal proceeding betw en the parties hereto, the prevailing party shall be entitled to recover its costs and reas nable attorneys' fees and costs of litigation in addition to any other judgment of the cou f 16 81097.00006\31310648.1 RESOLUTION N0. OB - 183 CONTRACT N0. SA37160 23. ASSIGNMENT: Without Seller's written consent, Buyer's rights and obligations hereunder may not be assigned to any other party; provided that Buyer notifies Seller in writing within twenty (20) business days of such assignment, and provided that said assignee assumes all of the obligations of Buyer under this Agreement and agrees to perform all the obligations of Buyer hereunder as if such assignee were the original Buyer hereunder. Any such approved assignee shall have all the benefits, including rights to specific performance, damages, and enforcement of Seller's representations and warranties that Buyer has under this Agreement. No such assignment, however, shall relieve Buyer of any of its obligations hereunder. 24. NOTICES: All n�tices or tender required or permitted herein shall be in writing and shall be sent to the address set forth below (or such other address as a party may hereafter designate for itself by written notice to the other parties as required hereby) of the party for whom such notice or communication is intended: If to Seller: Successor Agency .$o the Palm Desert Redevelopment Agency Attention: Executive``�Director City of Palm Desert �j�, � ; 73510 Fred Waring Dri�e Palm Desert, CA 9226b Fax: 760-341-6372 �Y, With copy to: �., `� Best Best & Krieger LLP Attn: Robert Hargreaves m�; 74-760 Highway 111, Suite 2�0 Indian Wells, CA 92210 � FAX: 760-340-6698 �y If to Buyer: Attn: Doug Sheres Desert Wave Ventures, LLCPO B x 147 Solana Beach, CA 92075 Telephone: (858) 229-0002 With copy to: Attn: Marco A. Gonzalez Coast Law Group LLP 1140 S. Coast Highway 101 17 8 I 097.00006\3 I 2106-18. I ,, RESOLUTION N0. OB -'183 Encinitas, CA 92024 Phone: (760) 942-8505 Fax: (760) 942-8515 CONTRACT N0. SA37160 Any such notice or commur�ication shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid; by hand delivery; by overnight courier service; or by fax or electroni� mail if receipt is confirmed by the recipient. Any such notice or communication shall be effective on the business day delivered to the office of the addressee or upon refusal of.such delivery, or three business days after deposit by first class mail. Notice transmitted after 5:00 p.m. or on Saturday or Sunday shall be deemed to have been given on the next business day. Should any act or notice required hereunder fall due on a weekend or holiday, the time for performance shall be extended to the next business day. '. 25. MISCELLANEOUS: A. Section headings contained herein are included solely for convenience of reference and shall in no w'ay affect the construction of this Agreement. : California. � Time is of the essence of this Agreement. This Agreement shall be �,governed by the laws of the State of D. Each party shall execute, �acknowledge, and deliver, after the Effective Date of this Agreement, including at or 5a'�ter closing, such further assurances, instruments and documents as the other may rea�onably request in order to fulfill the intent of this Agreement and the transactions conter�plated hereby. E. If any provision of this Agreeme t jurisdiction to be invalid or unenforceable, the re continue in full force and effect and shall in no way b parties agree to substitute for the invalid or unenf enforceable provision that most closely approximates t the invalid or unenforceable provision. is held by a court of competent iinder of this Agreement shall impaired or invalidated, and the �rceable provision a valid and I;e intent and economic effect of F. This Agreement may be executed in counterparts, and transmitted by facsimile by and to each of the parties, and each suc counterpart shall be deemed an original, and all of them together shall constitute a singl instrument. G. If a party hereto believes the other ; under this Agreement, the non-breaching party shall delive breach or default to the other party, and the other party s days after receipt of such written notice in which to cure the breach or default is actually cured within such ten (10) breaching party shall not be in breach or default under this , matter(s) alleged in the non-breaching party's notice that ha� : �rty is in breach or default written notice of the alleged iall have ten (10) business reach or default, and if the business day period, the greement by reason of the � been so cured. 81097.00006\3 I 2 l 0648. l RESOLUTION N0. OB - 183 CONTRACT N0. SA37160 H': Except as expressly set forth herein, this Agreement is not intended nor shall it be co�nstrued to create any third party beneficiary rights in any person who is not expressly made a party and signatory hereto. I. If Buyer executes this Agreement before Seller, such execution and delivery of the Agreement shall be deemed an offer to buy the above described Option Property for the price and upon the terms and conditions herein stated. , INTENT/ONALLY LEFT BLANK; SIGNATUF�ES FOLLOW IMMEDIATELY ON NEXT PAGE SELLER BUYER Successor Agency Desert Wave Ventures, LLC, a Delaware to the Palm Desert Redevelopment a�ency limited liability company By: Name: Title: Date: Approved as to Form: By: Name: Title: Special Legal Counsel Date: Attest: By: Name: Title: City Clerk Date: List of Exhibits A Description of Option Property A-1 Map of Option Property B Title Report �, ;. By: Name: Title: Date: °�� Approved as to Form: �y: �lame , r Tifl�e: Dat`e: Marco A. Gonzalez Coast Law Group LLP Buyer's Counsel , '� . By: FS Ventures, LLC a Delaware corporation, Its Manager 19 81097.00006\31210648. I RESOLUTION N0. OB -�';,183 CONTRACT N0. SA37160 The undersigned representative of Escrow Holder hereby accepts the foregoing instructions and agrees to comply with them in connection with the purchase and sale of the Option Property. Escrow Holder: Foresite Escrow Effective Date ' : Authorized Representative � :` , ,; kY �l 81097.00006\3 l 210648.1 RESOLUTION N0. OB - 183 CONTRACT N0. SA37160 � \ \ Exhibit A D�scription of the Option Property �, Approximately 14.65 acres known as APN 620-420-023 in the City of Palm Desert, County of Riverside, California .. Legal Description: Tract No: 28450 Abbreviated Desci�ption: TR# 28450 14.65 ACRES ML IN POR LOT 8 MB 264/004 TR 28450 \ . `�, ,, ', 1 � .,, 1 1 , , , 1 ` ', � , t � 1 , , t , '1 , t i '; 21 8 l 097.00006\3 I 2 I 0648.1 RESOLUTION N0. OB - 183 Exhibit A-1 Map of Option Property `\ � � [to be inserted] 22 CONTRACT N0. SA37160 81097.00006\31 Z 10648.1 RESOLUTION N0. OB�- 183 Exhibit B Title Report [to be inserted) 23 CONTRACT N0. SA37160 81097.00006\31 Z 10648. I Lot Pad B Nli,;Ii APN 620-420-023 14.65 Acres Lot Pad B APN 620-420-023 14.65 Acres 8 VW"INITY vV"'P Appraisal Report Market Value Fee Simple Estate, As -Is Prepared For: Successor Agency to the Palm Desert RDA Attn: Ms. Lauri Aylaian, Executive Director 73-510 Fred Waring Drive Palm Desert, CA 92260 Effective Date of Apprais March 1, 2018 1 RNBREJ M, (0 CAP�IAL REAIIY AN(O'SIS Part 11 — Identification of the Appraisal Problem and the Scope of Work WO My The subject property consists of 2 separate vacant land parcels, located within the City of Pal Desert's »©e Willow resort complex, The subject parcels, known as Lots B & C contain 14.6 acres and 18.73-acres respectively. Desert Willow was developed by the City of Palm Desert 1997. The City constructed 2 golf courses along with a clubhouse facility, and oth improvements ancillary to the golf & clubhouse elements, In connection with the si development, several parcels intended for future resort/entertainment development we created. To date, 3 of the parcels are in the process of being developed. Westin Desert Willo Villas is a 356-unit villa hotel project, located west of Subject Lot B. Embarc Palm Desert (CI Intrawest) is a 78-unit time-share project, located south of Subject Lot B. The Retreat, a 112-un attached SIFIR project is currently under construction at the NWC of the Desert Willows compl In addition to the subject Lots B & C, ,Lots & E remain vacant within the Desert Willo project, The subject has been held by the current owner, The Successor Agency to the City Palm Desert RDA for at least the 3-years prior to the date of this appraisal. According to th, Desert Area IVILS, the subject lots are not listed for sale, Currently, the City is considering optio for the subject parcels, which generated the requirement for this analysis. This Appraisal Repo fo a 0 fffff ii� "Ir. . 1 7, rmat generally follows the re-t,ort formats Ni.estedbT A rai sal or R h r (figure 31.2, p658). The following photos of the subject property were tee., the appraise on the date of value, unless otherwise noted. M OcCa/GI Realty Analysts, 2018 Page 8 Part 11 — Identification of the Appraisal Problem and the Scope of Work MMMM�06 in-�- 22MMEMOMMEM Subject Lot B viewing E from near the N line of the site OPCapital Realty Analysts, 2018 Page 9 Par -Ien fication of the Appraisal Problem and the Scope of Work (K)Capital RealAnalysts, 2018 Page 10 None History, Including Prior Sales and Current Offers or Listings In terms of history, the subject property has been held by the current owner, the Successor Agency to the City of Palm Desert Redevelopment Agency, for at least the 3-years prior to the date of this appraisal report. According to the Desert Area MLS, the property is not currently listed for sale. Regional Analysis The subject property is located in the Coachella Valley regional area. The following is a map of the regional area: The Coachella Valley region is located in southern California. The regional area • for approximately 45 miles in Riverside County, southeast from the San Bernardino • to the northern shore of the Salton Sea. The Coachella Valley is the northernmost extent of the vast 121M��.Iysts, 2018 Page 15 1r� t, ^ ' . � � �. �, .. ., ,, ��,�,, . . , s -• • r�� rt �' M + II � .. �, � + + y * y �� � M �� � . � .. :. � � I� . ��:, �. AF R � ,. rt �.' b �. �.. r * . ��. � +M • :. i .... . � M . • rt 1t . ' � 'w M . r1". . i.. M. ry 11 .�.... .. �... . « . �.. �.. , ♦ . �, ..nlr • • �. ..: ',. .w ♦ ���� ��'7 ��Q�� ��� ���� 2����, 2'��,� ���;� ��k9� � ..'I�i7 ��,;"�Pi '�',;:�'''.'"i� �'�.�r;��r� '7"i,1�.�f . ,�F:`d 7"'.,,;;."S �rti'��i.''�:in Y:"�'�',1^�:S I�,�tpl"e:o:�i°:1 °.�k�;, u�,�:_ie, a..'���r, vie�"..r. �a��,:',i',� al,f.,i?':� iZ'��:i.f �y..�.:;,�:i �.�..i�w,i" f'.i "u C:d,,,:vn:i�' •a i "`"��. "a" r � l„a";.' +w�.w.7:x,i �r�;1'l. �?'.Y,�17`e �i c,'t;� `a'�,i,�� I-;i "�' :^vl ,'Inr':�� ;k'„�:('a(i ^4,°,�.1°. �,' I,,,".'.i.� ,� 3�"t�i ,.�,,.,.��,�� ,i ��',l:� ,!�",a'•"i � ��47.,,`?cr,'�, i,C1i�,'���:ii s%rv�1��p ,1, �I�d A '' :'S ',. ",�a, 4'�1,��,�a" !'.u: w ,�'y.�. Y � �,?�a I.,.� P.,,.� .' P;q , , '�:a1 �b',. , •'�"a.i ; S M �.`.. .i � ;4'.;'i" .� �, �''s!':� �:te' . �ra .{ q 1. ,d .i a �:�h.� �',{+�iP h�i "�". �ilY"�+' . '4,`.i,(d"� s`r ,i.h'r �e �'a�"'"k : "w '�5�,' k l,a��� 1" F.�i;^� ;?7,i<'�, I:� �.rv,,:;{ i?.k, ., ,., do�iY',d�." �k:, .a:i� ��,. ., �.1��,.,.��i� 1��,�.1.��., ,. yk.���:ry .i,' �.�;,^i .,� �"avid':�i yi "a✓W. II' ,.�,��br� �Vr,�,�,,�''a� :i ,.' r, ...� �x ". . �A :i�Za, Ki ,.�,A,. _,�_..� Q+,�..7� r,� W "�,.,i ��S�a �6���5 �",Y wW,"'w �Y,l�.;:,�iV" `;;,r �,�d i,s:t `. 1 �!� :3 ."'� a 1�';'t ��,r dh: ,�:;� �,^' k��� -i`� .�,: i :`r �" w ; �'i 7 J m, �'7':' 1f�.��;wi 1 �, ,,^Ir� . " i��,. �I�',; 7'. 's , �i :^I �;� ,..1 i �"� ���•�°R" �ka�'�,A "���' ����r���rv�� ^�' ���r��� �,'w'r, �'i �1 I ,:t 7.'';r� YwM." , »a' I•:. "1 i, iIM,'",. I:.i.i.g', p ��.sN^; h �:a? 1 �� ,', il i,i., � ,."a"�e� e, S,:y.,;,, � !, r,', 6J ' � � t; f � �i. ..A .,,.��,�,i,; Cbesert I�crt Sprirrgs ar�d Caachella has the hi�hesi crver�l0 growth rat�s ar�d �he Icsw�s� rr��di�rr ho�asin�, pric�s, reflectir�g th� �errerall� p�ac�r econom�c canditions that hav� prevaiied ir� �h� r�gion c��r�r th� pa�t s�v�ral years. To�arism, retail, healthcar�, ccrnstructiorr ar�d �gricult�rr€� �r� th� rn�in ir�du�s�r��� in th� Cc��ehella �/alley, The fc�llowir�g �abl� shc��s the ernplcryrra��i distributior� b�e sectrar: �, �, ��;;imw �, ,^ �� ��w �9muiN r���0000m��, �mtl�q�, � w » . * " �, 1 0 Al W 14W hufvrw,A, Se, " 4 � I, x I'm, 4 ,41""'f a Re � "'o 4 MWO P"A"MUI) 7 11,15'44, 0 PIN, U CY00 As shown, retail hotel with their related services historically have been the driving force in the local economv. Close drivingnroximity to Los Aneeles_._Qran,�,�� yields over 3.5 million tourists per year. The area attracts a significant retiring base; yielding a high percentage of healthcare employment. Historically, the Coachella Valley tended to underperform the Inland Empire's economy in bad times; and outperform it in good times. Thus, the areas job growth was negative in the early 1990s recession but grew faster than the region in the late 1990s recovery. It was slower in the 2001 recession but was faster to recover in the mid-2000's. In 2007 the pattern reversed due to the severe recession. This is largely due to the increased prominence of the local construction sector. Thus, the Valley grew slower than the Inland region in 2005 — 2006 boom years and matched it during the 2007 — 2009 recession. It fell much more than the Inland region in 2010 (.3.3% versus -1.5%). In 2011 both grew slightly, Regional new -home absorption declined sharply in 2005 through 2008. Small optics in 2011 and off, the Coachella Valley appears to have a general positive outlook, at least in the short run, Employment has almost fully recovered to its pre -recession peak. Comparatively speaking, unemployment rates for the regional area are fairly low. As a result, income levels look good and poised to get better. @Capital Realty Analysts, 2018 Page 17