HomeMy WebLinkAboutOB-183RESOLUTION 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 Court's decision in California Redevelopment Association, et al. v. Ana Matosantos,
et al., 53 Cal. 4th 231 (2011), the Palm Desert Redevelopment Agency (the "Former Agency")
was dissolved as of February 1, 2012 and the Successor Agency was established, and the
Oversight Board to the Successor Agency (the "Oversight Board") was constituted.
B. AB 1484 (enacted June 2012) amended and supplemented AB X1 26 (AB X1
26 and AB 1484, together, being referred to below as the "Dissolution Act").
C. Pursuant to the Dissolution Act, the Successor Agency is tasked with winding
down the affairs of the Former Agency.
D. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"),
all real properties of the Former Agency transferred to the control of the Successor Agency
by operation of law.
E. On May 5, 2014, the Oversight Board adopted Resolution No. OB-073,
approving a long-range property management plan (the "LRPMP") which addresses the
disposition of the real properties owned by the Successor Agency.
F. As indicated in the 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).
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.
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RESOLUTION NO. 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(f).
APPROVED and ADOPTED this 26th day of June . 2018.
AYES: JONATHAN, McCORMICK, RODRIGUEZ, WILSON and WEBER
NOES: NONE
ABSENT: BIANCO and STENDELL
ABSTAIN: NONE
SUSAN MARIE WEBER, CHAIR
ATTEST:
RH � L D. KLASSEN, . RETARY
OVERSIGHT BOARD FOR THE SUCCESS R AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
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
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RESOLUTION NO. OB - 183
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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
`Effective 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");
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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
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:
1. 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
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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 1D, 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.
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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
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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. Closing. 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,
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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 ewe
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. Closing 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:
(1) Record the Grant Deed in the Official Records of Riverside
County, California.
(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.
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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 fee 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. Buyer's Independent Investigation. 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
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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-ls 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/Indemnity. 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
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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
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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
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81097 00006\7 12 10648 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, members, 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
1I
8 1097.00006\312 10648.1
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. Feasibility Study. 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 Accuracy 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.
D. State Approval. Seller shall have obtained State Approval of this
Agreement.
E. Seller's Other Obligations. Seller shall have performed all of its other
covenants and obligations as set forth in this Agreement.
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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
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81097 00006\31210648.1
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
81097.1 0006\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.
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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 of 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
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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
R 1097.00006\3121064R.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.
18
81097 0 0)06\3121064 1
RESOLUTION NO. OB - 183 CONTRACT NO: SA37160
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:
List of Exhibits
A Description of Option Property
A-1 Map of Option Property
B Title Report
19
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:
81097 00)06\312210648.1
RESOLUTION NO. OB - 183 CONTRACT NO: 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
By:
Authorized Representative
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81097 W006\31 _210648. I
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
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RESOLUTION NO. OB - 183
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RESOLUTION NO. OB - 183 CONTRACT NO: SA37160
Exhibit A-1
Map of Option Property
[to be inserted]
22
81097. 0)006\ 31 2 10648 I
RESOLUTION NO. OB - 183
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RESOLUTION NO. OB - 183 CONTRACT NO: SA37160
Exhibit B
Title Report
[to be inserted]
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81097.00000\312 10648.1
RESOLUTION NO. OB - 183
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Lawyers Title*
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@ltic.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 Commonwealth 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 matters which are not covered under
the terms of the title insurance policy and should be carefully considered. It is important
to note that this preliminary report is not a written representation as to 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:
AFEE
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, Jeanelle 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 20, 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 hen 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: June 12, 1917
Recording No: 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: January 27, 1927
Recording No: 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: February 4, 1957
Recording No: 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: December 26, 1957
Recording No: 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.
July 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:
Recording Date:
Recording No:
The Redevelopment Plan for Palm Desert Project Area No. 2
August 5, 1987
225870 of Official Records
8. Matters contained in that certain document
Entitled: Resolution
Dated: The City of Palm Desert
Executed by: September 23, 1987
Recording Date: 275070 of Official Records
Recording No: said land more particularly described therein
Reference is hereby made to said document for full particulars.
9. 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:
Dated:
Executed by:
Recording Date:
Recording No:
A Development Agreement
July 10, 1989
Cook Hovely Street Association, a Minnesota General Partnership
and City of Palm Desert
July 20, 1989
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:
Purpose:
Recording Date:
Recording No:
The City of Palm Desert
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
September 27, 1990
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:
Purpose:
Recording Date:
Recording No:
The City of Palm Desert
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
September 27, 1990
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:
Dated:
Executed by:
Recording Date:
Recording No:
Commercial Domestic Water and/or Sanitation Installation
Agreement
July 29, 1993
Coachella Valley Water District and Cook Partners Limited
Partnership
October 5, 1993
390087 of Official Records
Reference is hereby made to said document for full particulars.
16. Matters contained in that certain document
Entitled:
Dated:
Executed by:
Recording Date:
Recording No:
Recycled Water Use Agreement
September 12, 1996
Coachella Valley Water District, a Public Agency and Palm Desert
Redevelopment Agency, a public agency
November 13, 1996
433589 of Official Records
Reference is hereby made to said document for full particulars.
CLTA Preliminary Report Form - Modified (11-17-06)
Page 7
17. Matters contained in that certain document
Entitled:
Dated:
Executed by:
Recording Date:
Recording No:
File No: 618642050
Domestic Water and Sanitation Agreement
November 13, 1996
Coachella Valley Water District and Palm Desert Redevelopment
Agency
January 13, 1997
10630 of Official Records
Reference is hereby made to said document for full particulars.
18, Matters contained in that certain document
Entitled:
Dated:
Executed by:
Recording Date:
Recording No:
An Acknowledgement Agreement
February 18, 1997
The City of Palm Desert and Ary Assisted Living, Inc.
March 12, 1997
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.
20. 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:
Coachella Valley Water District
underground pipeline
June 26, 1997
as Instrument No. 225552 of Official Records
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:
Purpose:
Recording Date:
Recording No:
Affects:
The City of Palm Desert
landscaping, public utilities and pedestrian sidewalk purposes
July 24, 1997
261207 of Official Records
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: June 17, 1998
Recording No: 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:
Dated:
Executed by:
Recording Date:
Recording No:
Well Metering Agreement
April 23, 1999
Coachella Valley Water District, a public agency and Desert Willow
Golf Resort
July 13, 1999
312500 of Official Records
Reference is hereby made to said document for full particulars.
26. "Notice"
Recording Date: May 13, 2000
Recording No.: 2000-225121 of Official Records
27. "Resolution No. 2000-109"
Recording Date: July 28, 2000
Recording No.: 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, after, 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
30. Matters contained in that certain document
Entitled:
Dated:
Executed by:
Recording Date:
Recording No:
File No: 618642050
Joint Use Agreement
October 7, 2010
Southern California Edison Company, a Corporation and the City of
Palm Desert, a municipal corporation
October 18, 2010
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: ti18642050
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 excluded 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.
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 claims 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 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 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 this 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
6. 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 land or which may be asserted by persons in possession 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 under (a). (b) or (c) are shown by the public
records.
6. Any hen or right to a lien for serviceslabor or material not shown by the public records
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02.13)
ALTA HOMEOWNER'S POLICY OF TITLE 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 described 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
d. 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 (11-17-06)
Page 14
File No: 618642050
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.
7 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.
8. Contamination. explosion. fire. flooding, vibration. fracturing, earthquake, or subsidence.
9. 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.
Our Maximum Dollar
Your Deductible Amount Limit of Liability
Covered Risk 16: 1.00% of Policy Amount Shown in Schedule A or $2.500.00 $ 10,000.00
(whichever is less)
Covered Risk 18 1.00% of Policy Amount Shown in Schedule A or S5.000.00 $ 25,000.00
(whichever is less)
Covered Risk 19 1.00% of Policy Amount Shown in Schedule A or S5.000.00 $ 25,000.00
(whichever is less)
Covered Risk 21 1.00% of Policy Amount Shown in Schedule A or S2,500.00 $ 5,000.00
(whichever is less)
2006 ALTA LOAN POLICY (06-17.06)
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 that arise by reason of
(a)
Any law. ordinance, permit. or governmental regulation (including those relating to building and zoning) restricting
regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(n) 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 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:
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 Insured 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 hen 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. 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 -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 fraudulent 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 Standard Coverage policy wall 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
Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following
Exceptions from Coverage:
(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 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 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: 61.8642050
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 J
2006 ALTA OWNER'S POLICY (06-17-06)
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 that arise by reason of:
1. (a) Any law, ordinance. permit, or governmental regulation (including those relating to building and zoning) restricting
regulating. prohibiting. or relating to
(i) the occupancy. use. or enjoyment of the Land,
(uu) the character. dimensions. or location of any improvement erected on the Land
(w) 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 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 damage to the Insured Claimant:
(d) 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 preferential 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
Exclusions 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
(a) Taxes or assessments that are not shown as existing hens 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 governmental regulation (including those relating to budding and zoning) restricting
regulating, prohibiting, or relating to
(1) 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 modify or limit the coverage provided under Covered
Risk 5, 6, 13(c), 13(d). 14 or 16.
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 damage to the Insured Claimant,
(d) attaching or created 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) resulting 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 Insured 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 -lending 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 Advances 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. Negligence 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
le,. Lawyers Title'
File No: 618642050
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 Comaanv_ FNF Underwriter
LTC - Lawyers Title Company CLTIC - Commonwealth Land Title Insurance Co.
Available Discounts
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
to 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. If you have any questions, please consult with a
lawyer.
All parties to a real 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.gov http://www.ic3.gov
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 may 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.
Browsing Information.
FNF may 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 Browsing Information is Collected
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 Soecifics
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 C, 2018. Fidelity National Financial, Inc. All Rights Reserver.
Lot Pad B
APN 620-420-023
14.65 Acres