HomeMy WebLinkAboutRelease Retainage - Westfield Corp, Inc. (Parking Esmnt Agmt) Contract No. C16920
CITY OF PALM DESERT/PALM DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: AUTHORIZE THE RELEASE OF RETAINAGE IN THE AMOUNT
OF $88,283.85 TO THE WESTFIELD CORPORATION, INC
SUBMITTED BY: Catherine Walker, Senior Management Analyst
APPLICANT: Westfield Corporation, Inc
11601 Wilshire Boulevard, 12t" Floor
Los Angeles, CA 90025
DATE: January 14, 2010
CONTENTS: Exhibit A: Letter Agreement
Exhibit B: Recorded Easements
Exhibit C: Title Policy
Recommendation
By Minute Motion: Authorize release of retainage in the amount of
$88,283.85 to the Westfield Corporation. Funds are available in Account No.
456-0000-206-0000.
Backqround
On December 9, 1999, the City of Palm Desert ("City") entered into an Agreement with
the WestField Corporation, Inc. ("Westfield"), as Agent for WEA Palm Desert LP.
Pursuant to the Agreement, the Agency agreed to purchase parking easements for the
amount of $9,826,000. As of October 20, 2004, Westfield had been paid a majority of
these funds according to the payment schedule outlined in the Agreement with a
retainage amount of$1,424,892.80.
A letter agreement between the City and the Westfield (see Exhibit A), dated October
20, 2004, and executed on May 5, 2005, outlined the manner in which this retainage
would be applied by the City and otherwise released to Westfield.
On July 21, 2004, City staff met with Westfield to discuss its obligations outlined in the
Agreement that were not yet satisfied. They included the Monterey median, bus shelter,
and the Art and Public places fees, all of which were determined to be the responsibility
of Westfield. It was also agreed that the total estimated cost of these items, plus a
reserve equal to 25% of such costs associated with construction of the bus shelter
would be withheld from the retained $1,424,892.80, and applied to the City for the costs
incurred to complete the projects. Westfield and the City agreed to apply $621,623.85 of
the $1,424,892.80 toward the completion of these projects.
Staff Report
Authorization to Release Retainage to Westfield
January 14, 2010
Page 2 of 2
Currently, the Art in Public Places fee has been paid, the Monterey median/north
entrance WestField Shoppingtown is complete, and the bus shelter project is also
complete. The letter agreement calls for any unexpended portion of the $621,623.85 to
be released to Westfield upon completion of the projects, recordation of the easements,
and the issuance of the title policy as per the Agreement. Please refer to Exhibits B and
C. �
The actual costs of the improvements were less than the original retained amount. The �
breakdown is as follows: � m
4 � U
PROJECT ESTIMATED COST ACTUAL COST � � � V
Montere Median $ 40,000.00 $ 17,317.07 � � �
Bus Shelter $ 535,602.00 $ 470,001.08 � \ 3
AIPP Fees $ 46,021.85 $ 46,021.85 � � m
TOTAL $ 621,623.85 $ 533,340.00 � � m '�
c
� \ w O
Remaining amount of retainage to be released to Westfield: $88,283.85. �.i. c
cc cs�
Staff has verified with the Public Works Department, Art in Public Places, and Finan e � > O
Department that all of the above-mentioned projects are comp lete. S ta ff recommen ds
the release of the remaining retainage in the amount of $ 88,283.85 to WestField as per
the letter agreement.
Fiscal Analvsis
The costs associated with this Agreement have been taken into consideration within the
budget. Re�easing this retainage presents no fiscal impact.
Submitted B � /i
`�7
C erine Walker, Sr. Management Analyst rtin Alvarez, Red velopment Manager
Department Head: CITYCOUNCILAf?'I�ON
' ` APPROVED DFNiFD
RECEIVED OTHER
Ju ' c hy, ACM f e evelopment
MEET G DA'T� — - '
AYES ` �� l�l� % r� ' � � �l�
Paul . Gibson, Director of Finance NOES:
ABSENT:
Appro al: AI3STAIN:
VCRIFIED BY: �� � ��
Original on Fite with City erk's Office
John . ohlmuth, City Manager/Executive Director
G:\rda\Cathy Walker\Word Dala\STAFF REPORTS\Staff for Westfeld Retainage.doc
EXHIBIT A
, , , •MAY. 5. 200� 11 : 19AM N0. 3834 P. 2
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I �•�•.. � l q�—�[tl�RFD WARZNG DRtVB
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oc�er zo,2aoa . � �����'�
. it+lr.a�rig De$at QC� �
� �6$�IP.��1�}OT^�Olir �CiC. 2� �
- . '�1601 Wilstrire Bvulevar�d,12'"�Iaor mF Kl��$��U£�AW FJ�j►I!
• Las AngeTes,CA 9UflZS
; Rs: Aqteemerrt Betv+resn ti�e C'aty of PaEm D�sert(`Ci[}�'}and Wes�e1� �
, Corparatiort,lr�c.{�Nesffieid`�,as Age���or WEA P'alm Desert�p�
Datea DeCem�es 9 1s99.�s amerxfec�[fi��'ag��
� Dear Nb'.!]eBot�
Pursr�ant 4a $ie Agr�eemenE. the Cit�r �qre�d �o purchase parldng easemertCs �or tf�
� amnurc# of $9,826,400.00. Wes�eid h� been paid mast aE tl�is amout�t to date
. acoo�g to the papn�erit sc��edule autlit�ed in the Agreemear,wtlh a c�er�ret�inage�
. the anwun�of$i.424.8928f1.Tiiis letber agr�err�ertt is�tended to st�e the:�qreerr�ent
o�the Cr�y ar�d Wesffieid as to�te manroer in wf�ch tt�is retah'rage amount wa!be appiied
; by the C.��y and atheswYse releasa�tr�V�es�eld.
;
On Jc[ty 2'€. 204�4 the C+�y st� met w�t yot� bo d'�salss the o��gaf�ns afi Wes�eld
, contalned in thp Agresment that have nat y�et been safist'�ed. At iha� rr�ti�g, the
, ' M�tecey median, bus shefter, at�d Art irE �ublic Places t�ees r�rere agr8ed to be the
. [es}�otts�'�ty af W�tfleld tntder Ag�etta:r�t. [t was also agre8d at th�t meeiir�q#t�t ttt�
toiat estimat�d cost�t the.se ifems, pi+ts a cBsetve equal t� twelny-five��ero�rt o#suc�'►
� cos� assodated witf� c�o�isfnad3on af tha bus shetter. woutd be withheld from ttte
: r�tai�d �7,A24,89280 and appiied by th� Ciiy as desaibed Below. fVsa, on
Septemb�9, 2oU4 Westtield r�esbed that�ie C'rty cons�s the bus sFielter pr�ec�
' using�pctt�rt of fhe retait�ed amour��,and the Ci'ry Cotu�aT agreed to such requ�t
`• Wes�ietd and�e (�ty ag�e that the �Y w�i aPPl��62'1,�6�i.8S a�th�S1�424,8928�
retaiqed amou�tt to the f�ttowing ite�ns and in tKe foifowit�g amv�
!
• 9) �'he Art tn Pub6c Ptaaes fees in id�e amo�nt o��46A21,85� �
2} 'Fhe Ma�cy nted'sardMortft Entranee YVestfield ShoppingTown in the amtx�nt�€
' �40,000. 'the Manterey median war�c w9il be done by the City and wili irtc]cute
� ' retroorrat af de�neatars on �lon�erey Avenue. landscape af th�med�an, remcvat
of gu�er an+d cu�,imga�ort, new arrbing and asW�a1L TErese Mort�erey Avernie
� impr�avements we�e iden'�€ied in fi�e Traffic tmpad Study fer the ex�ansion of the
, Palm Des�#Tawn C�#er, and t�e miti�atior�measures i�en�fiec[ i� the project •_,
Tra�c tmpacx Scudy, as approve� by t�e Depar�ent � �ubfic Waics, ane
caresideced as pra�ct cxuid�zs of appraval as per item No.8 of Ftesatu�an No.
I 88-4U�. 'Che M�trterey rrledi2ut wOrk w1E1 be undertatcen in oonjunction witF� the
� afher imprdvecnenTs taking place a[ong this serkon af Monte�'ey Averwe. .
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' 3} The brus s�projer�in the ar�owzt of�535.6020�}.T�te C"�y wiq Constivct the
• bus shel�er pr�ect.and fhe vraic Hn'(1 ind�de�ar�►crfc,demai�ipn, co�ts�vct�on
af curb, g�', and sidevra�C. bus ie,rnout� ta�g� s�qnage. three {3)
st�t�rs. �d u�Tdies as ap�roved In f�e snle discre�a� af ft�e Clty. �he
_ $535,602Q0 estimated cast inc�udes a tuventy percer�t cor�genvy in fE�e a»1our�2
� at�7'�,4�i��p for the payrrtent of prevaiSing wages, and a iwenty-five �rCent
�ssesv�I�th�a�nount a�$1 Q7,i20.4t3 far�ostx assodated wi�carrstructiora.
' � l.�Yt4, ga
� � � s�nmary, tE�e and W�reid tl�Ve �gr�e.tf that•a tatal of $629,623.85 vri'tt be
� retaiaec!from t�e . firtal payrner�t �W�eid and wil3 be ap�i�d by �
Ci�jr as desaibed a�ove. Arry�or�on oF the�821,6�3.�a which ret�ains unexperided
� �r+cempietion af�se a�ve-de�cxibed pr+oje�s un'1!be prom��y neleas�d to W�tieid.
: �� 2�� Als"0:��9�9�9:88 dlffer�nce betinreen th� 2mocmt of the final payment and the
reiained amotsntv�l�e paid ta Wes�efd upon tFte_recordation af"the e�rtertts.and the
� issuancs_of_�i��t��po�c.y far ftte �eaefit of t�e �y(� in tha Agreement}.
�Tlte Gity and Wes�Efiefd it�i-er agc�ee$iat i�tfi�e evenf af act irn:ansi�rtcy betwesn ihe
#er�s and pr+ovtsions u� this �er agreeme�t and #tte Agreem�r►t, t�e terms ar��
provisions of tfus(�'agr�rtrertt shaff contr�l. .
� Pleass intf�your agreement with the terms and cond�tians af fhis letter sg�ement by
, s�gnir�g and dating a oopy af th�s letter agreeme�t wriece indicated and ret�uning it�me
' as saon as p�ssibie.
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�WaA�er,Seniar�Ufanageme�t Ar�tyst
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�d Krasnove,Esq.,Krasno�+s l.aw Flrm
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�� aCCEP�D APtp AGREE�TO TF11S�UAY
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fiorW�A Patrr�De,ert LP
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EXHIBIT 6
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05/19/2005 08:00p Fee:NC
RECORDING REQUESTED BY� AND Page 1 of 37
Recorded in Offieial Records
WHEN RECORDED� MAIL TO: �o��ty of Riverside
Larry W. Ward
Assessor, County Clerk 8 Reeorder
City Clerk's O�ce I IIIIII IIIIIII IIII IIIII IIIII IIII II'llll II)IIIII IIII IIII
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578 �S
FOR THE BENEFIT OF THE a
CITY OF PALM DESERT �
� NO FEE � M U PAGE SIZE DA PCOR N OR SMF MISC.
6103 OF THE GOVT. CODE `�
. �,
A R L COPY LONG REFUND NCHG �y
` � ' � lo:v3c� ,03�5;C� � _ _ �
�, d (� (�k�- I�to- 0�3, b�y,b�� � �3r C�I�, 0�0;630 4
� ��,�� Recording Requested �
for '�
�
GRANT OF EASEMENT
WEA PALM DESERT LP
�
TO
CITY OF PALM DESERT
(Title of Document)
_ ♦
��-- �-���
, . ' . . ' � �
A
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Palm Desert
73-510 Fred Wazing Drive
Palm Desert, CA 92260
GRANT OF EASEMENT
Grantor: WEA Palm Desert LP, a Delaware limited partnership
Grantee:. Ciry of Palm Desert, a municipal corporation
Jul
T'his GRANT O� EASEMENT (the "Grant of Easement") is made and entered into this
8th day of X�d� 2004, by and between WEA Palm Desert LP, a Delaware limited
partnership ("Developer"), and the City of Palm Desert, a municipal corporation (the "City").
The May Department Stores Company ("May"), J.C. Penney Properties, Inc. ("Penney")
Federated Western Properties, Inc. ("Macy") and Sears, Roebuck and Co., a New York
corporation ("Sears")join in the execution of this Agreement for the limited purposes set forth in
Section 16 hereof.
RECITALS
A. Developer is the owner of certain real property located in the City of Palm Desert,
County of Riverside, State of California, legally described in Exhibit "1" attached hereto and
incorporated by reference herein and depicted on the Site Plan attached hereto as Exhibit"2" and
incorporated by reference ("Developer Tract"), which properly comprises a portion of the Palm
Desert Town Center ("Center"). The Center is generally located at the intersection of Monterey
Avenue and Highway 111 in the City of Palm Desert and comprises approximately 64 acres of
real property.
B. Westfield Corporation Inc. a Delaware corporation, as agent for WEA Palm
Desert LP, a Delaware limited partnership, Developer's predecessor in interest, and the City
entered into that certain Agreement with respect to the Center dated as of December 9, 1999, as
amended by letter dated May 22, 2001 and letter dated September 26, 2001 (the Original
Agreement, as so amended, the "City Agreement"). Pursuant to the City Agreement, in order to �
accommodate the City's need for public parking, the City and Developer entered into that certain
Public Parking Easement Agreement, dated as of�k8tt� 2004, pursuant to which the City July
acquired a public parking easement (the "Public Parking Easement") over certain portions of the
Center, including the area designated on Exhibit "2". as the "North Parking Area" (the "North
Parking Area"). The City is requiring an easement over a portion of the Developer Tract, for the
purpose of public pedestrian access between the North Parking Area and the property designated
on Exhibit "2" as the "Adjacent Parcel" (the "Adjacent Pazcel"). Developer has agreed to grant
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C2:Westfield/Palm Desert �`
Grant of Easement FINAL 04.20.04
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to the City such an easement for public pedestrian access purposes, on a non-exclusive basis,
subject to the terms and conditions set forth herein.
C. The Center is subject to that certain Second Amendment to & Resta.tement
of Construction, Operation and Reciprocal Easement Agreement dated as of December 20, 2002,
and recorded on September 30, 2003, as Instrument No. 763612, Official Records, Riverside
County, California (the "REA"). The REA governs in part the operation of Center's parking
areas, which includes the "Easement Area"as hereinafter defined.
D. The real property constituting the Center is owned by the following
parties: Developer is the owner of the "Developer Tract"; May is the owner of the "Robinsons-
May Tract"; Macy is the owner of the "Macy's Tract No. 1" and "Macy's Tract No. 2", Penney is
the owner of the"Penney Tract," and Sears is the owner of the Sears Tract. The Developer Tract,
Robinsons-May Tract, Macy's Tract No. 1, Macy's Tract No. 2, Penney Tract and Sears Tract are
legally described in the attached Exhibit "1" and are depicted on the site plan of the Center (the
"Site Plan") attached as Exhibit "2". The Developer, May, Penney, Macy and Sears, and their
respective successors in interest under the REA, are called the "Department Store Parties."
AGREEMENT
NOW, THEREFORE, for and in consideration of the covenants and conditions conta.ined
herein, and for good and valuable consideration, the receipt of which is hereby acknowledged the
parties hereto agree as follows: -
l. Grant of Easement. Developer hereby grants and conveys to the City a non-
exclusive easement on, over, across, along and through that certain portion of the Developer
Tract (the "Easement Area"), which Easement Area is depicted on Exhibit "2" as "Pedestrian
Access Easement", for the sole purpose of providing a means of public access, ingress and egress
to pedestrians only, between the North Parking Area and the Adjacent Parcel (collectively, the
"Easement"), and for no other purpose whatsoever. Developer shall have the right to use the
Easement Area for any purposes not inconsistent with the rights granted to the City hereunder.
The easement granted herein is nonexclusive, to be held and enjoyed by the Ciiy in common with
Developer, the Department Store Parties and the other occupants of the Center and their invitees.
2. Term of Grant of Easement. The term of this Grant of Easement shall expire on
the expiration or eaxlier termination of the term of the Public Parking Easement. Upon the
expiration of this Grant of Easement, this Grant of Easement and the Easement granted herein
- shall automatically terminate without further action by the parties hereto, but either party shall,
promptly after receiving a request therefor from the other after the expiration of this Grant of
Easement, execute and deliver a termination agreement, in recordable form and otherwise in
form reasonably satisfactory to both parties.
3. Construction of Easement Area. The City shall, at its sole cost and expense,
design, permit and construct the improvements necessary for the Easement, including, without
limita.tion breaking through the wall that separates the Center from the Adjacent Parcel
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C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
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(collectively, the "Work"). All Work shall be performed by the City in accordance with plans
and specifications approved by Developer, which approval sha.11 not be unreasonably withheld or
delayed. Such Work shall also conform to Exhibit "2". All costs and expenses related to the �
Work, including without limitation the costs of insurance, cleanup and security shall be borne by
the City. Developer shall have no responsibility or obligation whatsoever in connection with any
of such costs or expenses. Once the Work is commenced, the City shall diligently proceed to
complete the same as soon as reasonably practicable. The City shall perform all Work so as to
minimize any disruption of normal business operations in the Center. Developer shall have the
right to approve the scheduling for all Work. No construction yards or other staging areas will be
located within the Developer Tract or any other portion of the Center. No Work shall take place
during the period from November 1 through January 1 of any year. Developer shall provide the
City all access to the Easement Area reasonably required to construct and maintain the Work as
required by this Grant of Easement.
4. Maintenance of the Easement Area. The City, throughout the term of this Grant
of Easement and at its sole cost and expense, shall maintain, repair and/or restore the Easement
Area and all improvements located thereon in a first class manner, consistent with the balance of
the Center. Developer shall have no responsibility or obligation whatsoever in connection with
any of such costs or expenses. In the event the City fails or refuses to perform any maintenance
or repairs required hereunder, in addition to all other remedies available hereunder or at law for
the City's default, Developer may, but shall not be obligated to, enter the Easement Area, with
workers and equipment and perform such maintenance and repairs on behalf of and at the
expense of the City. Developer may also undertake on behalf of and at the expense of the City
such emergency repairs as Developer deems necessary. Developer's expenses under this
Paragraph 4, plus a fifteen percent (15%) administrative fee, shall be repaid by City within thirty
(30) days of demand therefor.
5. Indemnity. The City shall defend, indemnify, protect and hold harmless
Developer, the Department Store Parties and their agents, employees, representatives and contractors
from any and all losses, damages, actions, claims, demands, costs, expenses, penalties, liabilities
or suits, including but not limited to reasonable attorneys' fees (collectively, "Loss") arising or
resulting from, related to, in connection with, or caused by: (a) any bodily injury or physical or
economic damage occurring in, on or about the Easement Area, (b) the development, design,
construction, maintenance, repair, restoration and/or use of the improvements in or on the
Easement Area andlor the Easement Area itself, (c) the breach or default by the City of any term,
condition, covenant, agreement or provision of this Grant of Easement, and/or (d) any act,
omission or negligence of the City or its contractors, licensees, invitees, agents, servants or
employees under this Grant of Easement. This indemniry shall not apply to the extent that any -
Loss results from the gross negligence or willful misconduct of Developer.
6. Insurance. The City and Developer shall each maintain a commercial general
liability policy insuring claims in connection with actions and omissions occurring on the
Easement Area or otherwise in connection with this Grant of Easement, with minimum limits of
coverage of Five Million Dollars ($5,000,000.00) per occurrence, bodily injury or death and
properly damage combined; and such policy shall (a)name the other party and its representatives
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C2:Westfield/Palm DeseR
Grant of Easement FINAL 04.20.04
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and agents as additional insureds thereunder, (b)be primary and any insurance carried by the
other party shall be excess and noncontributing with such primary insurance, and (c)be
maintained with an insurance company licensed to do business in California and reasonably
acceptable to the other party. On the request of either party, the other shall deliver within
fourteen (14) days to the requesting party an insurance certificate evidencing the insurance
described in this paragraph.
7. Notices, Demands and Communications Between the Parties. All notices,
demands and communications between the City and the Developer shall be given in accordance
with Section 7.8 of the City Agreement.
8. Attornevs' Fees and Costs. If either party shall bring an action to enforce the
terms of this Grant of Easement, in any such action the prevailing pariy shall be entitled to an
award of its reasonable attorneys' fees and reasonable costs. Said costs and attorneys' fees shall
include, without limitation, costs and attorneys' fees incurred in any appeal or in any proceedings
under any present or future federal bankruptcy, forfeiture or state receivership or similar law.
9. Governin� Law. This Grant of Easement shall be governed by the laws of the
State of California.
10. Amendment and Waiver. This Grant of Easement may be amended only with
the written consent of both parties hereto ana the written acknowledgement of the Department
Store Parties. No provision of this Grant of Easement may be waived except by an agreement in
writing signed by the party against which the waiver is asserted.
11. Severabilitv. All provisions of this Grant of Easement are severable and the
invalidity or unenforceability of any provision, as determined by a court of competent
jurisdiction, shall not affect or impair the validity or enforceability of the remaining provisions
hereof. ,
12. No Transfer or AssiEnment. This Grant of Easement is personal and exclusive
to the City and is not transferable or assignable in any manner whatsoever. Any attempt by the
City to transfer or assign any or all of its rights and/or obligations under this Grant of Easement
shall be void ab initio and of no force or effect, shall not confer any rights to any third parties and
shall constitute a default hereunder.
13. Headin�s. The headings used herein are for convenience only and are not to be
used in interpreting this Grant of Easement.
14. Entire A�reement. This Grant of Easement contains the entire agreement of the
parties and supersedes any prior written or oral agreements or understandings with respect to the
matters described herein.
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C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
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15. Counternarts. This Grant of Easement may be executed in counterparts, each of
which shall be deemed the original, but which together shall constitute one and the same
instrument.
16. Grant and Consent bv Department Store Parties. The Department Store
Parties acknowledge the rights granted to the City pursuant to this Agreement. Notwithstanding
anything herein to the contrary, the REA governs the operation and use of common areas at the
Center as between Developer and the Department Store Parties. Nothing herein or in the City
Agreement shall amend or modify Developer's or the Department Store Parties' rights,
obligations and covenants set forth in the REA or any supplemental agreement relating to the
Center. . This Agreement (including, without limitation, the Parking Management Plan attached
hereto) shall not create or impose any obligation on any of the Department Store Parties except as
specifically stated in this Section 16. Notwithstanding the foregoing, in the event there is any
conflict or inconsistency between the REA and this Agreement, which results in a material
adverse impact on the rights or duties of the City under this Agreement, then the relevant terms
of this Agreement shall govern and control. Notwithstanding anything in this Grant of Easement
to the contrary, the City Agreement shall not create or impose any obligation on any of the
Department Store Parties.
[remainder of this page has been intentionally left blank;
signature blocks contained on next page�
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C2:Westfield/Palm Desed
Grant of Easement FINAL 04.20.04
• •
IN WITNESS WHEREOF, the parties have executed this Grant of Easement as of the day
and year first written above.
DEVELOPER: CITY:
WEA PALM DESERT LP, The City of Palm Desert
a Delaware limited partnership
By: Westfield America GP LLC,
a Delaware limited liability company, By:
its general partner Mayor
By: Westfield America Limited Partnership,
a Delaware limited partnership,
its sole member ATTEST:
By: Westfield America, Inc.,
a Missouri corporation,
its g�neral ner City Clerk
�''
r �,
By:
Its: a�Y�. PaCker'
sistant Sec�et4ry
6 .
C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
• �
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF � � '
On .;) �, j S �� , before me, ���j.� �, , Notary Public,
personally appeared , personally
known to me (or proved to me on e basis of satisfactory evidence) to be the persons whose
name(s) .is (are) subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument, the person(s) or the entity upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal. �numuuuu�uumumununuuunummnuunmunnnmummmu�
� _ LISA M. SHELLEY _
� Z ...� � Commission# 1402991 Z
z ,., Notary Public—Calitornia >
Signature ' r' _ .„� , Los Angeles County =
�iuumnmimn�uiun i�unu mnuip�uenuMiaiiiumnu�u�
(SEAL)
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , before me, , Notary Public,
personally appeaxed , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument, the person(s) or the entity upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
7 �
C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
� •
IN WITNESS WHEREOF, the parties have executed this Grant of Easement as of the day
and year first written above.
DEVELOPER: CITY:
WEA PALM DESERT LP, The City of Palm Desert
a Delaware limited partnership
By: Westfield America GP LLC, . � /�� —
a Delaware limited liability company, By d��
its general partner Mayor �
By: Westfield America Limited Partnership,
a Delaware limited partnership,
its sole member ATTEST:
By: Westfield America, Inc., •
a Missouri corporation, s-
its general partner City Clerk
By:
Its:
6 ..
C2:Westfield/Palm Desert
Grant of Easement FQVAL 04.20.04
• . . �
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF RivPrside )
On July 12, 2004 , before me, M. Gloria ��tartinez , Notary Public,
personally appeared RobPrt A. svie�Pl and Rachplle v. Rlassen , personally
kriown to me ( ) to be the persons whose
name�j }� (are) subscribed to the within instrument and acknowledged to me that�re/sl�k/they
executed the same in hj�/t��r/their authorized capacity, and that by hiys/h�r/their signature on the
instrument, the person�s or the entity upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal. M. GLOrtiA MARTINEZ
Commission# 1382510
Z .�� „ Notary Public - California D
"; ` e � Riverside County
Signature / � /���, ►�MComm.ExpiresOct29 2006�
: ,
�
%�
`�
(SEAL)
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , before me, , Notary Public,
personally appeared , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose
name(s) is (are) subscribed to the within instnunent and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument, the person(s) or the entity upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
7 .
C2:Wes�eld/Palm Desert
Grant of Easement FINAL 04.20.04 •
� �� � � i •
REA Party Acknowledgement
THE MAY DEPARTMENT STORES COMPANY, a New York corporation for itself and its
successors and assigns, as Party to the "REA" executes this REA Pariy Acknowledgement for
the limited purposes set forth in, and subject to the terms and conditions of, Section 16 of the
Grant of Easement.
This Acknowledgement has been executed as of even date with the Grant of Easement.
THE MAY DEPARTMENT STORES COMPANY,
a New York corporation.
gy. �t FF�'
Its: �" � 1 r �,.;�. r�:,s-� �
ACKNOWLEDGEMENT
STATE OF�/ss����� )
L,'{- ) ss.
CO Y O f=Gc�L�is
On 1� �'` , before me, ,✓- e/�, Notary Public,
personally appea ed . / � � , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose
name(s) is (are) subscribed to the within instrument and acicnowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument, the person(s) or the entity upon behalf of which the persons� acted, executed the
instrument.
WITNESS my hand and official seal. �
Signature ^'�.(L�,�. � ,�����
DEBORAH J. MUELLER
Notary Public-Notary Sea�
(SEAL) State of Missouri
M Commissioa Ex 03/06/2008
8
C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
� - �
REA Party Acknowledgement
JC PENNEY PROPERTIES, INC., a Delaware corporation for itself and its successors and
assigns, as Party to the "REA executes this REA Party Acknowledgement for the limited
purposes set forth in, and subject to the terms and conditions of, Section 16 of the Grant of
Easement.
This Acknowledgement has been executed as of even date with the Grant of Easement.
J.C. PENNEY PROPERTIES, INC.,
a Delaware corporation
APPROVED
By: � ri,_ �t�� %
Its: �s� .�s� A�
ACKNOWLEDGEMENT
STATE OF ���Cf�S )
) ss.
COUNTY OF La c�L-L-/N )
On �v A1� /0 ��o , before me, M�'�- � ��"/e(/G�C„�Notary Public,
personally appeared L.. /� � c 000 , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument, the person(s) or the entiry upon behalf of which the persons acted, executed the
instrument.
WITNESS my hand and official seal.
.
Signature � �G%%�Gt� _
,,,,,,,;,
�pi�r Y'p���
:�t����,. ���Yr,c���c;r,i
��j�.......r/'4� h��ry�tl�'IiC��'�.i G'f Ti,�
,,F��,�`' MY Cnmm;�n;cn e"xpl�;0?•��-07
�,�.:�z�#
9 -
C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
� �
REA Party Acknowledgement
FEDERATED WESTERN PROPERTIES, INC., an Ohio corporation for itself and its successors
and assigns, as Party to the REA executes this REA Party Acknowledgement for the limited
purposes set forth in, and subject to the terms and conditions of, Section 16 of the Grant of
Easement.
This Acknowledgement has been executed as of even date with the Grant of Easement.
FEDERATED WESTERN PROPERTIES, INC.,
an Ohio corporation
By:
ItS: Vice Pr sident
ACKNOWLEDGEMENT
STATE OF ohio )
) ss.
COUNI'Y OF Ham i 1 t on )
On a00 , before me, �IZzabeth J. H�s , Notary Public,
personally ppeared Gary J. Nay, vice President , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the personx whose
name(�� is ((� subscribed to the within instrument and acknowledged to me that he/��
executed the same in hislf��x authorized capaciry, and that by his/���xsignature on the
instrument, the person(g) or the entity upon behalf of which the personx acted, executed the
instrument.
WITNESS my hand and official seal.
`�t�tnnrq�
�.�``�R1 A(. �''�•
SF'�
��.�,t��,,...,...,a �,�
Signature �� �:°�e���1111J��i��°�f'':
� `= o '�.'�`�.ti rq.:.i/r� s. y
• "`�:
y �.���;�"y'=ecS�i „�.�
o�^px �--" +
i a •i
ELIZA�E'f'� J. �tAAS� - �`" J'r� :
� � M • r
�Votarl�ublic,Siate of Ohio � �,"Aa,` Y y ' �;'�;��?��
My Cammission�x,irG�Ib�1f.L6,7�7 �r +'��sa♦aoca°'��Q �!
i�,,rt,,�r l l O 1`�,',`,���
G
JI
10 .
C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
� �
REA Party Acknowledgement
SEARS, ROEBUCK AND CO., a New York corporation for itself and its successors and assigns,
as Party to the "REA" executes this REA Party Acknowledgement for the limited purposes set
forth in, and subject to the terms and conditions of, Section 16 of the Grant of Easement.
This Acknowledgement has been executed as of even date with the Public Parking Easement
Agreement. .
SEARS,ROEBUCK AND CO.
a New York corporation
By aames�.Terrell,�irector
� , iot�
Its: `
�, ..;.- -;. ,
� s;. L:..
��G�4L
ACKNOWLEDGEMENT
STATE OF ���no�S )
) ss.
COUNTY OF �oolL, )
On �iu � oZoo , before me, utz, �1.�L7C , Notary Public,
personally ap ared , � ' rvr� personally
known to me (or pro ed to me on the basis of satisfactory evidence) to be the persons whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument, the person(s) or the entity upon behalf of which the persons acted, executed the
instrument. � .
WITNESS my hand and official seal.
I
Signature �
�� .
�.
OFFI(�AL SEAI -
ALK�AflRf6GA
NOTARY PUBIIC•STA�E aF lLLNrO{$
� Mv�pl�l EXPIRES:Ot.28-0g
c,. .
11 -
C2:Westfietd/Palm DeseR
Grant of Easement FINAL 04.2p.04
. ' . � �
CONSENT OF MORTGAGEE
PNC BANK, NATIONAL ASSOCIATION, a national banking
association certifies to Developer and City that it is the holder of a first lien on a tract of
land constituting a part ef Westfield Shoppingtown in Paim Desert, C;alifornia, and is the
trustee, beneficiary or Mortgagee holding the security interest in said tract. PNC Bank
hereby consents to the foregoing Grant of Easement, and agrees that its interests in
Westfield Shoppingtown are subject and subordinate to the Grant of Easement.
PNC BANK,NATIONAL ASSOCIATION,
a national banking association
By: M �..
Name:
Title:
� � • •
ACKNOWLEDGEMENT
�STATE OF � • G�'c�CC�
) ss.
COT.JNTY OF �
�
�
On � �, �efore m�; �' , Notary Public,
personally , a ared � � � ,
personally known to me (or proved to me on th basis of satisfactory evidence) to be the
persons whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity, and that by
hislher/their signature on the instrument, the person(s) or the entity upon behalf of which
the persons acted, executed the instrument.
COMMONWEALTH OF PENNSYLVANIA
1 WITNESS my hand and official seal. Not���seat
Tamara L. Doaato, Notary Peblic
City of Pittsburgh, Allegheny County
My Commission Expires Nov. 4, 2006
�1gT18tL1TE �`—��'y�/i<�7.�v�r/ J/��� Member,Pennsylvania Association of Noraries
�sEAi� �
ACKNOWLEDGEMENT
STATE OF ) �
) ss.
COUNTY OF )
On , before me, , Notary Public,
personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
persons whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their authorized capacity, and that by
his/her/their signature on the instrument, the person(s) or the entity upon behalf of which
the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature
(SEAL)
. . ' • • � � �
EXHIBIT"1"
LEGAL DESCRIPTION OF THE DEVELOPER TRACT
THE DEVELOPER TRACT CONSISTING OF FOUR (4) PARCELS AND CONTAINING A
TOTAL AREA OF 30.790 ACRES, MORE OR LESS, DESCRIBED HEREIN IN PARCELS
AS FOLLOWS:
1. LOT 6,TRACT NO. 18942 '
LOT 6 OF TRACT NO. 18942 IN THE CITY OF PALM DESERT, COUNTY OF RNERSIDE,
STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 133, PAGES 55
THROUGH 60 INCLUSNE, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
LOT 6 CONTAINING AN AREA OF 0.622 ACRE, MORE OR LESS.
2. -REVISED LOT 7, TRACT NO. 18942
LOT 7 AND THAT PORTION OF LOT 8 OF TRACT NO. 18942 IN THE CITY OF PALM
DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFOItNIA, AS SHOWN ON THE MAP
FILED IN BOOK 133, PAGES 55 THROUGH 60 INCLUSIVE, OF MAPS IN THE OFFICE
OF THE GOUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION
OF PARCEL 1 OF-PARCEL MAP NO. 19978 1N THE CITY OF PALM DESERT, COUNTY
OF RNERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN
BOOK 124, PAGES 4 AND 5, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY, SAID LOT 8 OF TRACT NO. 18942 AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WANER OF PARCEL MAP PMW 86-10) RECORDED
JULY 9, 1986 AS INST. NO. 159865 AND RE-RECORDED NOVEMBER 6, 1987 AS INST.
NO. 319672, ALSO AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WANER OF
PARCEL MAP PMW 02-21) RECORDED JULY 25, 2003, AS INST. NO. 556594 AND
FURTHER AS MODIFIED BY A CERTIFICATE OF EOMPLIANCE (WANER OF FARCEL
MAP PMW 03-03) RECORDED AUGUST 21 2003 AS INST. NO. 640921, ALL OF
OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
AND SAID LOT 7 OF TRACT NO. 18942 AND PARCEL 1 OF PARCEL MAP NO. 19978 AS
MODIFIED BY SAID CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL MAP
PMW 03-03);
EXCEPTING THEREFROM THAT LEASEHOLD TRACT WITHIN A PORTION OF THE
ABOVE-DESCRIBED REVISED LOT 7, MORE PARTICULARLY DESCRIBED AS
FOLLOWS: � �
THOSE PORTIONS OF LOTS 7 AND 8 OF TRACT N0. 18942 1N THE CITY OF PALM
DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP
FILED IN BOOK 133, PAGES 55 THROUGH 60 INCLUSIVE, OF MAPS IN THE OFFICE
EXHIBIT"1"
Page 1 of 8
C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
. . ' � . � •
OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION
OF PARCEL 1 OF PARCEL MAP NO. 19978 IN THE CITY OF PALM DESERT, COUNTY
OF RNERSIDE, STATE OF CALIFOIZNIA, AS SHOWN ON THE MAP FILED IN
BOOK 124, PAGES 4 AND 5, OF MAPS IN THE OFFICE OF TI� COUNTY RECORDER
OF SAID COUNTY, SAID LOT 8 OF TRACT NO. 18942 AS MODIFIED BY A
CERTIFICATE OF COMPLIANGE (WANER OF PARCEL MAP PMW 86-10) RECORDED
JULY 9, 1986 AS INST. NO. 159865 AND RE-RECORDED NOVEMBER 6, 1987 AS INST.
NO. 319672, ALSO AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WAIVER OF
PARCEL MAP PMW 02-21) RECORDED JULY 25, 2003, AS INST. NO. 556594 AND
FURTHER AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WANER OF PARCEL
MAP PMW 03-03) RECORDED AUGUST 21, 2003 AS INST. NO. 640921, ALL OF
OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
AND SAID LOT 7 OF TRACT NO. 18942 AND PARCEL 1 OF PARCEL MAP NO. 19978 AS
MODIFIED BY SAID CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL MAP
PMW 03-03), MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS:
COMMENCING AT THE EASTERLY TERMINUS OF THE MOST NORTHERLY LINE OF
SAID LOT 8, SHOWN AS "NORTH 89° 55' 30" WEST, 516.76 FEET" ON SAID TRACT
NO. 18942; THENCE NORTH 89° 55' 30" WEST, 305.48 FEET ALONG SAID NORTHERLY
LINE OF LOT 8 AND SOUTHERLY LINE OF SAID LOT 7 TO THE TRUE POINT OF
BEGINNING; TF�NCE LEAVING SAID NORTHERLY LINE OF LOT 8, SOUTH 00° 04'
30" WEST, 18.71 FEET TO A LINE PARALLEL WITH AND SOUTHERLY 18.71 FEET,
MEASURED AT RIGHT ANGLES, FROM SAID NORTHERLY LINE; TF�NCE NORTH 89°
55' 30" WEST, 108.64 FEET ALONG SAID PARALLEL LINE; THENCE NORTH 00° 04' 30"
EAST, 18.71 FEET TO SAID SOUTHERLY LINE OF LOT 7; THENCE CONTINUING AND
ENTERING SAID LOT 7, NORTH 00° 04' 30" EAST, 142.00 FEET TO THE SOUTHERLY
LINE OF SAID PARCEL 1; TI�NCE CONTINUING AND ENTERING SAID PARCEL 1,
NORTH 00° 04' 30" EAST, 5.29 FEET TO A LINE PARALLEL WITH AND NORTf-IERLY
5.29 FEET, MEASURED AT RIGHT ANGLES, FROM SAID SOUTHERLY LINE OF
PARCEL 1; THENCE SOUTH 89° 55' 30" EAST, 108.64 FEET ALONG LAST MENTIONED
PARALLEL LINE; THENCE SOUTH 00° 04' 30" WEST, 5.29 FEET TO THE NORTHERLY
LINE OF SAID LOT 7; TI�NCE CONTINUING AND ENTERING SAID LOT 7, SOUTH 00°
04' 30" WEST, 142.00 FEET TO THE TRUE POINT OF BEGINNING.
SAID LEASEHOLD TR.ACT CONTAINING AN AREA OF 0.414 ACRE, MORE OR LESS.
(NOTE: SAID LEASEHOLD TRACT IS REFERRED TO AS 'THE SEARS TBA TRACT
UNDER THE REA, AND THE SEARS TBA TRACT IS SUBJECT TO BECOMING A PART
OF'THE DEVELOPER TRACT PURSUANT TO SECTION 1.20 OF TF-�REA.)
REVISED LOT 7 CONTAINING A GROSS AREA OF 1.583 ACRES (INCLUSIVE OF SAID
LEASEHOLD TRACT), MORE OR LESS.
EXHIBIT"1"
Page2of8 �
C2:Westfield/Palm Desert
Grant of Easement FWAL 04.20.04
. . � � . s �
3. REVISED LOT 8, TRACT NO. 18942
THOSE PORTIONS OF LOTS l, 4, 5 AND 8 OF TRACT NO. 18942 IN THE CITY OF PALM
DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP
FILED IN BOOK 133, PAGES 55 THROUGH 60 INCLUSIVE, OF MAPS IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, SAID LOT 8 AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WANER OF PARCEL MAP PMW 86-10) RECORDED
JULY 9, 1986 AS INST. NO. 159865 AND RE-RECORDED NOVEMBER 6, 1987 AS INST.
NO. 319672, ALSO AS MODIFIED BY A CERT'IFICATE OF COMPLIANCE (WAIVER OF
PARCEL MAP PMW 02-21) RECORDED JULY 25, 2003, AS INST. NO. 556594 AND
FURTHER AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL
MAP PMW 03-03) RECORDED AUGUST 21, 2003 AS INST. NO. 640921, ALL OF
OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
AND SAID LOTS 1, 4 AND 5 AS MODIFIED BY SAID CERTIFICATE OF COMPLIANCE
(WAIVER OF PARCEL MAP PMW 02-21).
REVISED LOT 8 CONTAINING A TOTAL AREA OF 27.887 ACRES;MORE OR LESS.
4. REVISED PARCEL 1, PARCEL MAP NO. 19978
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 19978 IN THE CITY OF PALM
DESERT, COUNTY OF RNERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP
FILED IN BOOK 124, PAGES 4 AND 5, OF PARCEL MAPS IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, SAID PARCEL 1 AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL MAP PMW 03-03) RECORDED
AUGUST 21, 2003 AS INST. NO. 640921 OF OFFICIAL RECORDS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY. �
REVISED PARCEL 1 CONTAINING AN AREA OF 0.698 ACRE, MORE OR LESS.
EXHIBIT"1"
Page.3.of 8 _
C2:Westfield/Palm Desert .
Grant of Easement FINAL 04.20.04
� �
EXHIBIT"1"
LEGAL DESCRIPTION OF 'I� ROBINSONS-MAY TRACT
THAT PORTION OF LOT 4 OF TRACT NO. 18942 IN THE CITY OF PALM DESERT,
COUNTY OF RNERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN
BOOK.133, PAGES 55 THROUGH 60 INCLUSNE, OF MAPS IN THE OFFICE.OF THE
COUNTY RECORDER OF SAID COUNTY, SAID LOT 4 AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WANER OF PARCEL MAP PMW 02-21) RECORDED
JULY 25, 2003 AS INST. NO. 556594 OF OFFICIAL RECORDS IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
CONTAINING AN AREA OF 6.954 ACRES, MORE OR LESS.
EXHIBIT"1"
Page 4 of 8 -
C2:Westfield/Palm Desert .
Grant of Easement FINAL 04.20.04
� �
EXHIBIT"1"
LEGAL DESCRII'TION OF MACY'S TRACT NO. 1
LOT 3 OF TRACT NO. 18942, IN THE CITY OF PALM DESERT, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED AUGUST 24, 1983, AND
RECORDED IN BQOK 133 OF TRACT MAPS AT PAGES 55-60 INCLUSIVE, IN THE
OFFICE OF THE COUNTY RECORDER OF SA�D COUNTY.
EXHIBIT"1"
Page 5 of 8
C2:Westfield/Palm Desert
Grant of Easement FINAL 04.20.04
. . � �
EXHIBIT"1"
LEGAL DESCRIPTION OF MACY'S TRACT NO. 2
THAT PORTION OF LOT 5 OF TRACT NO. 18942 IN THE CITY OF PALM DESERT,
COUNTY OF RIVERSIDE, STATE OF CALIFORMA, AS SHOWN ON TI-� MAP FILED IN
BOOK 133, PAGES 55 THROUGH 60 INCLUSIVE, OF MAPS IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, SAID LOT 5 AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WANER OF PARCEL MAP PMW 02-21) RECORDED
JULY 25, 2003, AS INST. NO. 556594 OF OFFICIAL RECORDS IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
CONTAII�IING AN AREA OF 3.123 ACRES, MORE OR LESS.
EXHIBIT"1"
Page 6 of 8 .
C2:Westfie(d/Palm Desert
Grant of Easement FINAL 04.20.04
� � .
EXHIBIT"1"
LEGAL DESCRIPTION OF THE PENNEY TRACT
THOSE PORTIONS OF LOTS 1 AND 8 OF TRACT NO. 18942 IN THE CITY OF PALM
DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP
FILED IN BOOK 133, PAGES 55 THROUGH 60 INCLUSIVE, OF MAPS IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, .SAID LOT 8 AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WANER OF PARCEL MAP PMW 86-10) RECORDED
JLTLY 9, 1986 AS INST. NO. 159865 AND RE-RECORDED NOVEMBER 6, 1987 AS INST.
NO. 319672, ALSO AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WAIVER OF
PARCEL MAP PMW 02-21) RECORDED NLY 25, 2003, AS INST. NO. 556594 AND
FURTF�R AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WANER OF PARCEL
MAP PMW 03-03) RECORDED AUGUST 21, 2003 AS INST. NO. 640921, ALL OF
OFFICIAL RECOR.DS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
AND SAID LOT 1 AS MODIFIED BY SAID CERTIFICATE OF COMPLIANCE (WANER
OF PARCEL MAP PMW 02-21).
CONTAl1vING A TOTAL AREA OF 7.275 ACRES, MORE OR LESS.
EXHIBIT"1"
Page 7 of 8 .
C2:Wes�eld/Palm DeseR
Grant of Easement FINAL 04.20.04
. � • � �
EXHIBIT"1"
LEGAL DESCRIPTION OF THE SEARS TRACT
LOT 2 OF TRACT NO. 18942, IN THE CITY OF PALM DESERT, COUNTY OF
RNERSIDE, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED AUGUST 24,
1983, AND RECORDED IN BOOK 133 OF TRACT MAPS AT PAGES 55-60
INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF RNERSIDE
COUNTY AS ADJUSTED BY THE CERTIFICATE OF COMPLIANCE RECORDED
JULY 9, 1986 AS INSTRUMENT NUMBER 159865 IN THE OFFICIAL RECORDS
OF RNERSIDE COUNTY.
EXHIBIT"1"
Page 8 of 8 .
C2:Wes�eld/Palm Desert
Grant of Easement FII�IAL 04.20.04 �
. . � �
EXHIBIT"2"
Site Plan
[See Attached]
EXHIBIT"2"
C2:Westfield/Palm Desert
Grant of Easement FIl�(AL 04.20.04
�_:_:.::_<<_ �--�
:�
..�._...___�..__..____......___._.....---._._�.�.. __...------..,._____► � , �
8 __.__.__._.. _..___. ___ ..�_.
. � �, � ��--___.......__.....- � ...� _._._._...___...._........_..._....
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The sote purpose of this Exhibit 2, Page 2 is to show the location of the Adjacent
Parcel. In case of eny discrepancy between this Exhibit 2, Pege 2 and the site
plan attaohed es Exhibit Z, the site plan shall oontrol.
UkaNpalm deseNdisdaqner
. . . i �
CERTIFICATION
Under the provisions of Government Code 27361.7 I certify under the penalty of perjury
that the following is a true copy of illegible wordingfound irrthe attached document:
(Print or type the page number(s) and wording below): ,
Date: � � 6 S
Signature: ^ ;���_
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� 7j-51O FRED WAR•ING DRNE
PALM DESERT, CALIFORNiA 9226'0-25']$
` TEld �6,o- 346-o6ii
.
Ftvc: 760 340-0574
info@pal m-desert.org
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by the GRANT OF
EASEMENT dated July 8, 2004, from WEA PALM DESERT L.P., to the CITY OF PALM
DESERT, CALIFORNIA, a municipal corporation, is hereby accepted by order of the City
Council, on behalf of the City, pursuant to its action on December 9, 1999, and the City
consents to the recordation thereof by its duly authorized officer.
BUFORD . CRITES, MAYOR
CITY OF PALM DESERT, CALIFORNIA
May 17, 2005
P6402\0001\822395.1
.�
��IAINIFD ON AFfIREO�IYFA .
. � • � •
State of California } "
}
County of Riverside }
On May �, 2005, before me, RACHELLE D. KLASSEN, a Notary Public,
personally appeared, BUFORD A. CRITES, personally known to me
to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executedthe same in his authorized capacity,
and that by his signature on the instrument the person, or the entity upon b�half of which
#he person acted, executed the instrument.
WITNESS my hand and official seal. ;,,��~
� �:,�- .,.�
y� �, � �':.�,:i�
s �i�- �'�w �.�� Y�
� .�� e�� .. � .`69.E '.� �
1e�'�':
� Signatur �: . .. ^�� q2 �;
,
`,,,..._; --- -
(seal)
P6402\0001\822395.1
' � ' �
Under the provisions of Government Code 27361.7,
I certify under the penalty of perjury that the notary seal
on the document to which this stateme.nt is attached reads as follows:
Name of Notary: RACHELLE D. KLASSEN
Commission #: 1304652
County Where Bond is Filed: Riverside County
State Where Bond is Filed: California
Date Commission Expires: June 13. 2005
Date:
Signature:
EXHIBIT C
4. f
�;�►�� RICHARDS � WATSON � GERSHON
,�CC� ATTORNEYS AT LAW—A PROFESSIONAL CORPORATION
355 South Grand Avenue,4oth Floor,Los Angeles,California 9oo7i-3ioi
Telephone 2i3.6z6.8q8q Facsimile zi3.6z6.0078
RICHARD RICHARDS June 29, Zoos � RECEIVED
(i9�6—t988) ,
GLENN R.WATSON VIA FED EX
(RETIRED� �UN � O �UO�
HARRY L.GERSHON
(RETI RED�
To: Ms. Catherine Walker � Palm DeSert RDA
DAROLD D.PIEPER
STEVEN 4 DORSEV Palm Desert Redevelopment Agency
WILLIAM L.STRAUSZ
MITCHELI E.ABBOTT 73-510 Fred Waring Drive
GREGORV W.STEPANICICN .
ROCHELLE BROWNE palm Desert, California 92260
WILLIAM B.RUDELL
QUINN M.BARROW � �
CAROLW.IYNCH
GREGORY M.KUNERT
THOMAS M.�IMBO FROM: Jim G. Grayson �
ROBERT C.CECCON -
STEVEN H.KAUFMANN
GARY E.GANS
10HN�.HARRIS SUBjECT: Westfield Shoppingtown
KEVIN G.ENNIS
ROBIN D.HARRIS
MICHAELESTRADA ENCLOSED PLEASE FIND; Final Title Policy �
UIURENCE S.WIENER
STEVEN R.ORR
B.TILDEN KIM
SASKIA T.ASAMURA
PET�ER M THORSON ❑FOR YOUR FURTHER ACTION
�AMES L.MARKMAN
TRPIET R PIERCE ❑x FOR YOUR FILE
TERENCE R.BOGA
LISA BOND ❑FOR YOUR USE
IANET E.COLESON
RO%ANNE M.DIAZ
JIM G.GRAVSON ❑FOR REVIEW AND/OR COMMENTS
ROY A.CUIRKE
WILLIAM P.CURLEV III
MICHAEL F.YOSHIBA ❑ �ACCORDANCE WITH YOUR REQUEST
REGINA N.DANNER
MARGUERITE P.BATTERSBV
AMYGREVSON ❑pLEASE SIGN AND RETURN �
DEBORAH R.HAKMAN
D.CRAIG FOX
ROBERT H.PITTMAN ❑pLEASE TELEPHONE ME
PAULA GUTIERREZ BAEZA
7ERESA HO-URANO
OWEN P.GRO55 ❑pLEASE ADVISE ME HOW TO REPLY
)IM R.KARPIAK
ALFJ(ANDER ABBE
CARRIE A.LEE ❑pLEASE ADVISE ME HOW YOU WISH TO PROCEED
M I CHAEL P.COVN E
DIANA K.CHUANG
PATRICK K.BOBKO ❑pLEASE SIGN,DATB AND RETURN COPY TO ACKNOWLEDGE RECEIPT
DANIEL R.GARCIA
EZRA).REINSTEIN
�ULIET E.COX
SONALISARKARJANOIAL REMARKS�
DAVI�M.SNOW •
LOLIVA.ENRIQUEZ
G.INDER KHALSA '
BRUCEG.McCARTHV
MATTHEW B.FINNIGAN
GINETTA I..GIOVINCO .
TRISHA ORTIZ �
CANDICE K.LEE
MARICELA E.MARROQUIN Attached for your files is the original title policy issued by Chicago Title�Insurance
BRIAN D.MABEE
OF COUNSEL Company. Please maintain this policy in a safe location.
MARK l.LAMKEN
SAVRE WEAVER '
WILLIAM K.KRAMER
BRUCE W.GALLOWAY
SAN FRANCISCO OFFICE
TELEPHONE 415•421.848,4 Attachment � �
ORANGE COUNTY OFFICE
TELEPHONE 714•99�•0901
P6402-0001\828345v1.doc
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AMERICAN LAND TITLE ASSOCIATION
OWNER'S POLICY
(10-17-92)
CHICAGO TITLE INSURANCE COMPANY
::,.
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SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE
CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE
INSURANCE COMPANY,a Missouri corporation,herein called the Company,insures,as of Date of Policy shown =•,
in Schedule A,against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or �
incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2. Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title; �
4. Lack of a right of access to and from the land.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured,but
only to the extent provided in the Conditions and Stipulations.
In Witness Whereof,CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as
of Date of Policy shown in Schedule A,the policy to become valid when countersigned by an authorized signatory.
�
�.
Issued by: CHICAGO TITLE INSURANCE COMPANY
CHICAGO TITLE COMPANY BY�
560 E. HOSPTTAI ITY LANE
SAN BERNARDINO, CA 92408
(909) 884-0448
��
u,.;
Presiden[
For tnformatian Cail: � �;
Maggie G.Watson o` �° B
— Y�
Senior Vice President .�
Chicago Title `-�''
(213)488-4337 * ��
Secretary
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ALTA Owner's Policy(10-17-92)
SCHEDULE , A
Your Ref: 80202240
POLICY NO. 22035667P K26
Premium: $10, 0 0 0.0 0
Amount of Insurance: $9, 8 0 0,0 0 0.0 0
Date of Policy: May 19, 2 0 0 5 at 8:0 0 A.M.
1. Name of Insured:
THE CITY OF PALM DESERT, A MUNICIPAL CORPOR.ATION
2. The estate or interest in the land which is covered by this policy is:
SEE ATTACHED EXHIBIT - ESTATE OR INTEREST
3. Title to the estate or interest in the land is vested in:
THE CITY OF PALM DESERT, A MUNICIPAL CORPORATION
4. The land referred to in this policy is situated in the State of California, County of RIVERSIDE
and is described as follows:
SEE ATTACHED DESCRIPTION
This Policy valid only if Schedule B is attached.
ALTAOPA•02/11/92-Irc
r � .
EXHIBIT (ESTATE OR INT'EREST)
POLICY NO. 22035667P K26
NON-EXCLUSIVE EASEMENTS TO, UNDER, OVER AND THROUGH THOSE PARCELS OF PROPERTY
DESCRIBED AS TRACT NO. 18942, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 133, PAGES 55 THROUGH 60, INCLUSIVE, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS CREATED BY, UNDER AND PURSUANT
TO THAT CERTAIN PUBLIC PARKING EASEMENT AGREEMENT BY AND BETWEEN WEA PALM DESERT LP,
AND THE CITY OF PALM DESERT, A MUNICIPAL CORPORATION, DATED JULY 8, 2004 OFFICIAL
RECORDS; AND RECORDED MAY 13, 2005 AS INSTRUMENT NO. 2005-383967 OFFICIAL RECORDS.
NON-EXCLUSIVE EASEMENTS TO, UNDER, OVER AND TH�20UGH THOSE PARCELS OF PROPERTY
DESCRIBED AS TRACT NO. 18942, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 133, PAGES 55 THROUGH 60, INCLUSIVE, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS CREATED BY, UNDER AND PURSUANT
TO THAT CERTAIN GRANT OF EASEMENT BY AND BETWEEN WEA PALM DESERT LP, AND THE CITY OF
PALM DESERT, A MUNICIPAL CORPORATION, DATED JULY 8, 2004, AND RECORDED MAY 19, 2005
AS INSTRUMENT N0. 2005-398693 OFFICIAL RECORDS.
EXHOPEST-02/12/92-I rc
DESCRIPTION
Page 1 ' '
POLICY N0. 22035667P K26
THAT PORTION OF SAID LAND SHOWN ON LXHIBIT "2" SITE PLAN OF DOCUMENT RSCORDED
MAY 13, 2005 AS INSTRUMENT NO. 383967 AND DOCUMENT RECORDl3D MAY 19, 2005 AS
INSTRUMENT NO. 398693 OFFICIAL RECORDS.
PARCEL 1:
LOT 6 OF TRACT NO. 18942 IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 133, PAGES 55 THROUGH 60
INCLUSIVE, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCSL 2:
LOT 7 AND THAT PORTION OF LOT 8 OF TRACT NO. 18942 IN THE CITY OF PALM DESERT,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 133,
PAGES 55 THROUGH 60 INCLUSIVE, OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, TOGETHER WITH THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 19978 IN
THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON
THE MAP FILED IN BOOK 124, PAGES 4 AND 5, OF MAPS IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, SAID LOT 8 OF TRACT N0. 18942 AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL MAP pMW 86-10) RECORDED JULY 9, 1986
AS INSTRUMENT NO. 159865 AND RE-RECORDED NOVEMBER 6, 1987 AS INSTRUMENT NO.
319672, ALSO AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL MAP
PMW 02-21) RECORDED JULY 25, 2003 AS INSTRUMENT NO. 556594 AND FURTHER AS
MODIFIED BY A CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL MAP PMW 03-03)
RECORDED AUGUST 21, 2003 AS INSTRUMENT N0. 640921, ALL OF OFFICIAL RECORDS IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND SAID LOT 7 OF TRACT NO.
18942 AND PARCEL 1 OF PARCEL MAP NO. 19978 AS MODIFIED BY SAID CERTIFICATE OF
COMPLIANCE (WAIVER OF PARCEL MAP PMW 03-03) .
PARCEL 3:
THOSE PORTIONS OF LOTS 1, 4, 5 AND 8 OF TRACT NO. 18942 IN THE CITY OF PALM
DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN
BOOK 133, PAGES 55 THROUGH 60 INCLUSIVE, OF MAPS IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, SAID LOT 8 AS MODIFIED BY A CERTIFICATE OF COMPLIANCE
(WAIVER OF PARCEL MAP PMW 86-10) RECORDED JULY 9, 1986 AS INSTRUMENT NO. 159865
AND RE-RECORDED NOVEMBER 6, 1987 AS INSTRUMENT NO. 319672, ALSO AS MODIFIED BY A
CERTIFICATE OF COMPLIANCE (WAIVER OF PARCEL MAP PMW 02-21) RECORDED JULY 25,
2003 AS INSTRUMENT NO. 556594 AND FURTHER AS MODIFIED BY A CERTIFICATE OF
COMPLIANCE (WAIVER OF PARCEL MAP PMW 03-03) RECORDED AUGUST 21, 2003 AS
INSTRUMENT NO. 640921, ALL OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, AND SAID LOTS 1, 4 AND 5 AS MODIFIED BY SAID
CERTIFICATE OF COMPLIANCE (WAIVER OF PAR.CEL MAP pMW 02-21) .
PARCEL 4:
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 19978 IN THE CITY OF PLAM DESERT,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 124,
PAGES 4 AND 5, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, SAID PARCEL 1 AS MODIFIED BY A CERTIFICATE OF COMPLIANCE (WAIVER OF
PARCEL MAP PMW 03-03) RECORDED AUGUST 21, 2003 AS INSTRUMENT NO. 640921 OF
OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 5:
� DESCRIPTION �
Page 2 ' �+ -
POLICY NO. 22035667P K26
ALL RIGHTS, BENEFITS, EASEMENTS AND PRIVILEGES IN FAVOR OF THE OWNER OF PARCELS
1 THROUGH 4 ABOVE DESCRIBED AND THE TENANTS, LICENSEES, CUSTOMERS AND INVITEES
OF SAID OWNER, AS CREATED BY, UNDER AND PURSUANT TO THAT CERTAIN SECOND
AMENDMENT TO AND RESTATEMENT OF CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT
AGREEMENT, BETWEEN AND AMONG WEA PALM DESERT LP, A DELAWARE LIMITED PARTNERSHIP,
THE MAY DEPAR.TMENT STORES COMPANY, A NEW YORK CORPORATION, FEDERATED WESTERN
PROPERTIES, INC. , AN OHIO CORPORATION, AND J.C. PENNEY PROPERTIES, INC. , A
DELAWAR.E CORPORATION, DATED DECEMBER 20, 2002 AND RECORDED SEPTEMBER 30, 2003 IN
THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA AS INSTRUMENT
N0. 763612 OF OFFICIAL RECORDS. .
i
SCHEDULE � .
Your Ref: 80202240
POLICY NO. 22035667P K26
EXCEPTIONS FROM COVERAGE
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. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE
LEVIED FOR THE FISCAL YEAR 2005-2006 THAT ARE A LIEN NOT YET DUE.
2 . THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PUR.SUANT TO THE
PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND
TAXATION CODE OF THE STATE OF CALIFORNIA.
3 . WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE
PUBLIC RECORDS.
4. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GR.ANTED TO: CALIFORNIA ELECTRIC POWER COMPANY
PURPOSE: PUBLIC UTILITIES
RECORDED: NOVEMBER 15, 1945 IN BOOK 706 PAGE 369 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT.
5. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GRANTED TO: CALIFORNIA ELECTRIC POWER COMPANY
PURPOSE: PUBLIC UTILITIES
RECORDED: MAY 4, 1947 IN BOOK 830, PAGE 459 OFFICIAL RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT
A PAR.TIAL QUITCLAIM OF EASEMENT RECORDED MARCH 20, 1981 AS INSTRUMENT NO.
49663 OF OFFICIAL RECORDS.
6. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GRANTED TO: CALIFORNIA ELECTRIC POWER COMPANY
PURPOSE: UTILITIES
RECORDED: JUNE 20, 1958 IN BOOK 2289 PAGE 353 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT
7. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GRANTED T0: COACHELLA VALLEY COUNTY WATER DISTRICT
PURPOSE: PIPE LINES
ALTAOPBI-02/i t/B2-Iro
SCHEDULE B
Page � (Continued) ' �
POLICY NO. 22035667P K26
RECORDED: JULY 27, 1970 AS INSTRUMENT NO. 72314 OFFICIAL RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT
8. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GRANTED TO: SOUTHERN CALIFORNIA EDISON COMPANY
PURPOSE: PUBLIC UTILITIES
RECORDED: AUGUST 24, 1983 AS INSTRUMENT N0. 172578 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT
A CONSENT TO BUILDING ENCROACHMENT RECORDED DECEMBER 7, 2004 AS INSTRUMENT
NO. 969041 OFFICIAL RECORDS.
9. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GRANTED TO: GENERAL TELEPHONE COMPANY OF CALIFORNIA
PURPOSE: UTILITIES
RECORDED: DECEMBER 15, 1983 AS INSTRUMENT NO. 259253 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT
10. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GR.ANTED TO: SOUTHERN CALIFORNIA EDISON COMPANY
PURPOSE: UTILITIES
RECORDED: DECEMBER 15, 1983 AS INSTRUMENT NO. 259255 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT
11. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO P,S SET
FORTH IN A DOCUMENT
GRANTED TO: COACHELLA VALLEY WATER DISTRICT
PURPOSE: UNDERGROUND SEWER SYSTEM
RECORDED: DECEMBER 15, 1983 AS INSTRUMENT NO. 259256 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT.
A PARTIAL QUITCLAIM OF SAID EASEMENT RECORDED JUNE 28, 2002 AS INSTRUMENT
NO. 358034 AND SEPTEMBER 24, 2004 AS INSTRUMENT NO. 760146 BOTH OF OFFICIAL
RECORDS.
scHeoac-oz/ze/sz•i«
� SCHEDULE B �
Page z (Continued) ' '
POLICY NO. 22035667P K26
12 . A CONSTRUCTION AND RECIPROCAL EASEMENT AGREEMENT BY AND BETWEEN PALM DESERT
TOWN CENTER ASSOCIATES, A LIMITED PARTNERSHIP IN WHICH ERNEST W. HAHN, AN
INDIVIDUAL, AND RONALD E. HAHN, AN INDIVIDUAL, ARE THE SOLE GENERAL
PAR.TNERS; THE MAY DEPARTMENT STORES COMPANY, A NEW YORK CORPORATION;
FEDERATED DEPARTMENT STORES, INC. , A DELAWARE CORPORATION; J.C. PENNY
PROPERTIES, INC. , A DELAWARE CORPORATION; ALSTORES REALTY CORPORATION, A
DELAWARE CORPORATION; AND ALLIED STORES-EAST, INC. , A NEW YORK CORPORATION,
DATED DECEMBER 16, 1983, UPON THE TERMS, COVENANTS AND CONDITIONS THEREIN
PROVIDED, RECORDED JANUARY 25, 1984 AS INSTRUMENT NO. 16283 OFFICIAL RECORDS
OF RIVERSIDE COUNTY, CALIFORNIA.
AN AMENDEMENT TO SAID AGREEMENT WAS RECORDED DECEMBER 31, 1986 AS INSTRUMENT
NO. 338261 OFFICIAL RECORDS.
AN ASSIGNMENT OF REA TO WEA PALM DESERT LLC, A CALIFORNIA LIMITED LIABILITY
COMPANY, RECORDED AUGUST 18, 1999 AS INSTRUMENT NO. 369381, OFFICIAL
RECORDS.
SECOND AMENDMENT TO AND RESTATEMENT OF CONSTRUCTION AND RECIPROCAL EASEMENT
AGREEMENT RECORDED SEPTEMBER 30, 2003 AS INSTRUMENT NO. 763612 AND
RE-RECORDED APRIL 2, 2004 AS INSTRUMENT N0. 0236259 OFFICIAL RECORDS.
13. A LEASE CREATED UNDER AND PURSUANT TO THE TERMS OF THAT CERTAIN UNRECORDED
LEASE AGREEMENT DATED DECEMBER 20, 1983, BETWEEN TEACHERS INSUR.ANCE AND
ANNUITY ASSOCIATION OF AMERICA, A NEW YORK CORPORATION, AS LESSOR, AND PALM
DESERT TOWN CENTER ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, IN WHICH
ERNEST W. HAHN AND RONALD E. HAHN ARE THE SOLE GENERAL PARTNERS, AS LESSEE;
A MEMOR.ANDUM OF WHICH EVEN DATE WAS RECORDED DECEMBER 21, 1983 AS INSTRUMENT
NO. 263759 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, FOR AN INITIAL
TERM OF 55-PLUS YEARS, COMMENCING ON JANUARY 1, 1984, AND EXPIRING ON
DECEMBER 31, 2038, UPON THE TERMS, COVENANTS, CONDITIONS AND PROVOSIONS
THEREIN SET FORTH.
AN AGREEMENT TO AMEND OR MODIFY CERTAIN PROVISIONS OF SAID LEASE, AS SET
FORTH IN THE DOCUMENT EXECUTED BY:
AS LESSOR: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA, A NEW YORK CORPORATION
AS LESSEE: PALM DESERT TOWN CENTER ASSOCIATES, A CALIFORNIA
LIMITED PARTNERSHIP
RECORDED: DECEMBER 31, 1986 AS INSTRUMENT N0. 338261 OFFICIAL
RECORDS
ASSIGNMENT OF THE LESSEE'S INTEREST UNDER SAID LEASE.
ASSIGNOR: HAHN PDTC
ASSIGNEE: WEA PALM DESERT LLC, A DELAWARE LIMITED LIABILITY
SCHEDBC-02/26/82-I rc
SCHEDULE B '
Page 3 (Continued)
POLICY NO. 22035667P K26
COMPANY
RECORDED: AUGUST 18, 1999 AS INSTRUMENT NO. 369380, OFFICIAL
RECORDS
LESSOR'S INTEREST IN THE LEASE IS NOW OWNED BY WEA PALM DESERT LLC, A
DELAWARE LIMITED LIABILITY COMPANY
AN AGREEMENT TO AMEND OR MODIFY CERTAIN PROVISIONS OF SAID LEASE, AS SET
FORTH IN THE DOCUMENT EXECUTED BY:
AS LESSOR: WEA PALM DESERT L.P. , A DELAWARE LIMITED PARTNERSHIP
AS LESSEE: WEA PALM DESERT L.P. , A DELAWARE LIMITED PARTNERSHIP
RECORDED: SEPTEMBER 30, 2003 AS INSTRUMENT NO. 763613 OFFICIAL
RECORDS
14. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SHOWN OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW.
MAP OF: PARCEL MAP NO. 19978 IN BOOK 124 PAGES 4 AND 5
EASEMENT
PURPOSE: DRAINAGE PURPOSES
AFFECTS: AS SHOWN ON SAID MAP
15. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GRANTED T0: THE CITY OF PALM DESERT, A MUNICIPAL CORPORATION
PURPOSE: TRAFFIC SIGNAL
RECORDED: MARCH 17, 1988 AS INSTRUMENT NO. 70178 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT.
16. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GRANTED TO: SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION
PURPOSE: PUBLIC UTILITIES
RECORDED: MAY 24, 1993 AS INSTRUMENT NO. 109020 OFFICIAL RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT
17. A FINANCING STATEMENT FILED IN THE OFFICE OF THE COUNTY RECORDER, SHOWING
DEBTOR: WEA PALM DESERT LP
SECURED PARTY: PNC BANK, NATIONAL ASSOCIATION, AS AGENT
RECORDED: AUGUST 23, 2001 AS INSTRUMENT N0. 2001-407311 OFFICIAL
SCHEDBG02/28/92-Irc
� SCHEDULE B �
Page 4 (Continued) ' �
POLICY NO. 22035667P K26
RECORDS
PROPERTY
COVERED: AS DESCRIBED THEREIN
A CHANGE TO THE ABOVE FINANCING STATEMENT WAS FILED
RECORDED: SEPTEMBER 30, 2003 AS INSTRUMENT NO. 2003-763616
OFFICIAL RECORDS
NATURE OF
CHANGE: RESTATED COLLATERAL DESCRIPTION
BY THE PROVISIONS OF AN AGREEMENT
DATED: JULY 8, 2004
EXECUTED BY: THE CITY OF PALM DESERT AND WEA PALM DESERT LP
RECORDED: MAY 13, 2005 AS INSTRUMENT NO. 383967
AND RECORDED MAY 19, 2005 AS INSTRUMENT
383968 BOTH OF OFFICIAL RECORDS
SAID INSTRUMENT WAS MADE SUBORDINATE TO THE LIEN OF THE DOCUMENTS OR .
INTERESTS SHOWN IN SCHEDULE A.
18. AN UNRECORDED LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED BY AND
BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS, CONDITIONS
AND PROVISIONS SET FORTH THEREIN
LESSOR: WEA PALM DESERT LLC
LESSEE: CLK, INC
DISCLOSED BY: FINANCING STATEMENT
RECORDED: DECEMBER 6, 2001 AS INSTRUMENT N0. 2001-603579
OFFICIAL RECORDS
THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER
MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN.
19. AN UNRECORDED LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED BY AND
BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS, CONDITIONS
AND PROVISIONS SET FORTH THEREIN
LESSOR: WEA PALM DESERT LP
LESSEE: BARNES & NOBLE BOOKSELLERS, INC.
DISCLOSED BY: MEMORANDUM OF LEASE
RECORDED: APRIL 1, 2002 AS INSTRUMENT NO. 165610 OFFICIAL
RECORDS
THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER
SCH EDBC-02/26/92-I rc
3 . s
SCHEDULE B `
Page s �COIItlIIued� '
POLICY NO. 22035667P K26
MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN.
20. A DOCUMENT ENTITLED "CONII�IERCIAL DOMESTIC WATER AND/OR SANITATION
INSTALLATION AGREEMENT", DATED APRIL 8, 2002 EXECUTED BY AND BETWEEN
COACHELLA VALLEY WATER DISTRICT AND WESTFIELD AMERICA, INC. , SUBJECT TO ALL
THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JUNE 28,
2002 AS INSTRUMENT NO. 357990 OFFICIAL RECORDS.
21. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GR.ANTED TO: COACHELLA VALLEY WATER DISTRICT
PURPOSE: PIPELINES AND ACCESS
RECORDED: JUNE 28, 2002 AS INSTRUMENT NO. 358035 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT.
22. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GRANTED T0: COACHELLA VALLEY WATER DISTRICT
PURPOSE: PIPELINES AND ACCESS
RECORDED: JULY 1, 2002 AS INSTRUMENT NO. 361258 OFFICIAL RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT.
23. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GRANTED T0: COACHELLA VALLEY WATER DISTRICT
PUR.POSE: WATER SYSTEM AND ACCESS
RECORDED: JULY 23, 2002 AS INSTRUMENT NO. 403360 OFFICIAL
RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT.
24. A DOCUMENT ENTITLED "COMMERCIAL DOEMSTIC WATER AND/OR SANITATION
INSTALLATION AGREEMENT", DATED JUNE 17, 2002 EXECUTED BY AND BETWEEN
COACHELLA VALLEY WATER DISTRICT AND WEAPALM DESERT LP, SUBJECT TO ALL THE
TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED SEPTEMBER 24,
2002 AS INSTRUMENT NO. 528940 OFFICIAL RECORDS.
25. THE EFFECT OF ANY FAILURE TO COMPLY WITH TEiE TERMS, COVENANTS, CONDITIONS
AND PROVISIONS OF THE EASEMENT DESCRIBED OR REFERRED TO IN SCHEDULE A.
26. RIGHTS OF PARTIES IN POSSESSION OF SAID LAND, AS TENANTS ONLY BY UNRECORDED
LEASES WITH CERTAIN TERMS, CONDITIONS, COVENANTS AND PROVISIONS AS SET FORTH
THEREIN.
SCH EDBC-02/28/92-Irc
SCHEDULE B '
Page 6 �Continued)
POLICY NO. 22035667P K26
27. A DOCUMENT ENTITLED "AGREEMENT REGARDING GRANT OF PERPETUAL EASEMENTS FOR
MACY'S TRACT NO. 2 PARKING AREA", DATED AUGUST 19, 2003 EXECUTED BY AND
BETWEEN WEA PALM DESERT LP, A DELAWARE LIMITED PARTNERSHIP AND FEDER.ATED
WESTERN PROPERTIES, INC. , AN OHIO CORPORATION, SUBJECT TO ALL THE TERMS,
PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED SEPTEMBER 30, 2003 AS
INSTRUMENT N0. 763623 OFFICIAL RECORDS.
28. A DOCUMENT ENTITLED "AGREEMENT REGARDING GRANT OF PERPETUAL EASEMENTS FOR
ROBINSONS-MAY TRACT PARKING AREA", DATED SEPTEMBER 30, 2003 EXECUTED BY AND
BETWEEN WEA PALM DESERT LP, A DELAWARE LIMITED PARTNERSHIP AND THE MAY
DEPARTMENT STORES COMPANY, A NEV� YORK CORPORATION, SUBJECT TO ALL THE TERMS,
PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED SEPTEMBER 30, 2003 AS
INSTRUMENT NO. 763622 OFFICIAL RECORDS.
29. ANY DEFICIENCY IN THE DESCRIPTION OF THE PREMISES DEMISED BY THE EASEMENT
DESCRIBED IN SCHEDULE "A" .
30 . RIGHTS OF THE OWNERS AND OTHER OF THE LAND DESCRIBED IN SCHEDULE A OF WHICH
THE INSURED PREMISES IS A PART, TO USE THOSE PORTIONS OF SAID LAND NOT
RESERVED FOR THE EXCLUSIVE USE AND POSSESSION OF THE INSURED BY THE TERMS
AND PROVISIONS OF THE EASEMENT DESCRIBED IN SCHEDULE "A" .
31. AN UNRECORDED LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED BY AND
BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS, CONDITIONS
AND PROVISIONS SET FORTH THEREIN
LESSOR: WEA PALM DESERT LP, A DELAWARE LIMITED PARTNERSHIP
LESSEE: SEARS, ROEBUCK AND CO. , A NEW YORK CORPOR.ATION
DISCLOSED BY: MEMORANDUM OF LEASE
RECORDED: NOVEMBER 26, 2003 AS INSTRUMENT N0. 933516 OFFICIAL ,
RECORDS
32 . A DOCUMENT ENTITLED "ASSIGNMENT AND ASSUMPTION OF OPER.ATING AGREEMENTS",
DATED NOVEMBER 20, 2003 EXECUTED BY AND BETWEEN THE MAY DEPARTMENT STORES
COMPANY, A NEW YORK CORPORATION AND SEARS, ROEBUCK AND CO. , A NEW YORK
CORPORATION, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN
CONTAINED, RECORDED NOVEMBER 26, 2003 AS INSTRUMENT NO. 2003-933515 OFFICIAL
RECORDS.
33. AN EASEMENT FOR THE PUR.POSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET
FORTH IN A DOCUMENT
GRANTED TO: COACHELLA VALLEY WATER DISTRICT
PURPOSE: PIPELINE AND NECESSARY DEVICES AND APPURTENANCES
RECORDED: OCTOBER 4, 2004 AS INSTRUMENT NO. 2004-0787162
OFFICIAL RECORDS
AFFECTS: AS DESCRIBED IN SAID DOCUMENT.
34 . A DOCUMENT ENTITLED "COMMERCIAL DOMESTIC WATER AND/OR SANITATION
SCH E DBC-02/26/92-I rc
€ SCHEDULE B `
Page � (Continued)
POLICY NO. 22035667P K26
INSTALLATION", DATED SEPTEMBER 3, 2004 EXECUTED BY COACHELLA VALLEY WATER
DISTRICT, ETAL, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN
CONTAINED, RECORDED FEBRUAR.Y 10, 2005 AS INSTRUMENT N0. 2005-0116753
OFFICIAL RECORDS.
END OF SCHEDULE B '
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Deacription: Riverside,CA Assesaor Map 640.14 Page: 1 of 1
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CONDITIONS AND STIPULATIONS �
1. DEFINITION OF TERMS (c)Whenever tHe Company shall have brought an action or interposed a
The following terms when used in this policy mean: defense as required or permitted by the provisions of this policy,the Company
(a)"insured":the insured named in Schedule A,and,subject to any rights may pursue any litigation to final determination by a court of competent juris-
or defenses the Company would have had against the named insured,those diction and expressly reserves the right,in its sole discretion,to appeal from
who succeed to the interest of the named insured by operation of law as any adverse judgment or order.
distinguished from purchase including,but not limited to,heirs,distributees, (d)In all cases where this policy permits or requires the Company to prose-
devisees, $urvivors, personal representatives, next of kin, or corporate or cute or provide for the defense of any action or proceeding,the insured shall
fiduciary successors. secure to the Company the right to so prosecute or provide defense in the
(b)"insured claimanY':an insured claiming loss or damage. action or proceeding,and all appeals therein, and permit the Company to
(c)"knowledge" or"known": actuai knowledge, not constructive knowl- use, at its option, the name of the insured for this purpose. Whenever
edge or notice which may be imputed to an insured by reason of the public requested by the Company,the insured,at the Company's expense,shall give
records as defined in this policy or any other records which impart construc- the Company all reasonable aid (i) in any action or proceeding, securing
tive notice of matters affecting the land. evidence,obtaining witnesses, prosecuting or defending the action or pro-
(d)"land":the land described or referred to in Schedule A,and improve- ceeding,or effecting settlement,and(ii)in any other lawful act which in the
ments affixed thereto which by law constitute real property.The term"land" opinion of the Company may be necessary or desirable to establish the title to
does not include any property beyond the lines of the area described or the estate or interest as insured.If the Company is prejudiced by the failure of
referred to in Schedule A,nor any right,title,interest,estate or easement in �he insured to furnish the required cooperation,the Company's obligations to
abutting streets,roads,avenues,alleys,lanes,ways or waterways,but noth- the insured under the policy shall terminate,including any liability or obliga-
ing herein shall modify or limit the extent to which a right of access to and from tion to defend,prosecute,or continue any litigation,with regard to the matter
the land is insured by this policy. , or matters requiring such cooperation.
(e)"mortgage": mortgage, deed of trust, trust deed, or other security 5. PROOF OF LOSS OR DAMAGE
instrument. In addition to and after the notices required under Section 3 of these Condi-
(�"public records": records established under state statutes at Date of tions and Stipulations have been provided the Company, a proof of loss or
Policy for the purpose of imparting constructive notice of matters relating to damage signed and sworn to by the insured claimant shall be furnished to the
real property to purchasers for value and without knowledge.With respect to Company within 90 days after the insured claimant shall ascertain the facts
Section 1(a)(iv)of the Exclusions From Coverage,"public records"shall also giving rise to the loss or damage.The proof of loss or damage shall describe
include environmental protection liens filed in the records of the clerk of the the defect in, or lien or encumbrance on the title, or other matter insured
United States district court for the district in which the land is located. against by this policy which constitutes the basis of loss or damage and shall
(g)"unmarketability of the title": an alleged or apparent matter affecting state,to the extent possible,the basis of calculating the amount of the loss or
the title to the Iand, not excluded or excepted from coverage,which would damage.If the Company is prejudiced by the failure of the insured claimant to
entitle a purchaser of the estate or interest described in Schedule A to be provide the required proot of loss or damage,the Company's obligations to
released from the obligation to purchase by virtue of a contractual condition the insured under the policy shall terminate,including any liability or obliga-
requiring the delivery of marketable title. tion to defend,prosecute,or continue any litigation,with regard to the matter
or matters requiring such proof of loss or damage.
2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE In addition,the insured�laimant may reasonably be required to submit to
The coverage of this policy shall continue in force as of Date of Policy in examination under oath by any authorized representative of the Company
favor of an insured only so long as the insured retains an estate or interest in and shall produce for examination,inspection and copying,at such reason-
the Iand,or holds an indebtedness secured by a purchase money mortgage able times and places as may be designated by any authorized representative
given by a purchaser from the insured,or only so long as the insured shall of the Company, all records, books, ledgers, checks, correspondence and
have liability by reason of covenants of warranty made by the insured in any memoranda, whether bearing a date before or after Date of Policy, which
transfer or conveyance of the estate or interest.This policy shall not continue reasonably pertain to the loss or damage.Further,if requested by any autho-
in force in favor of any purchaser from the insured of either(i)an estate or rized representative of the Company, the insured claimant shall grant its
interest in the land, or(ii)an indebtedness secured by a purchase money permission, in writing,for any authorized representative of the Company to
mortgage given to the insured. examine, inspect and copy all records,books, ledgers, checks, correspon-
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CIAIMANT dence and memoranda in the custody or cont�ol of a third party,which reason-
ably pertain to the loss or damage.All information designated as confidential
The insured shall notify the Company promptly in writing(i)in case of any by the insured claimant provided to the Company pursuant to this Section
litigation as set forth in Section 4(a)below,(ii)in case knowledge shall come to shall not be disclosed to others unless, in the reasonable judgment of the
an insured hereunder of any claim of title or interest which is adverse to the Company, it is necessary in the administration of the claim. Failure of the
title to the estate or interest,as insured,and which might cause loss or dam- insured claimant to submit for examination under oath,produce other reason-
age for which the Company may be liable by virtue of this policy,or(iii)if title to ably requested information or grant permission to secure reasonably neces-
the estate or interest,as insured,is rejected as unmarketable.If prompt notice sary information from third parties as required in this paragraph shall termi-
shall not be given to the Company,then as to the insured all liability of the nate any liability of the Company under this policy as to that claim.
Company shatl terminate with regard to the matter or matters forwhich prompt
notice is required;provided,however,that failure to notify the Company shall 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION
in no case prejudice the rights of any insured under this policy unless the OF LIABILITY
Company shall be prejudiced by the failure and then only to the extent of the In case of a claim under this policy,the Company shall have the following
prejudice. additional options:
4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED �a)To Pay or Tender Payment of the Amount of Insurance.
CLAIMANT TO COOPERATE To pay or tender payment of the amount of insurance under this policy
(a)Upon written request by the insured and subject to the options con- together with any costs,attorneys'fees and expenses incurred by the insured
tained in Section 6 of these Conditions and Stipulations,the Company,at its claimant,which were authorized bythe Company,up to the time of payment or
own cost and without unreasonable delay,shall provide for the defense of an tender of payment and which the Company is obligated to pay.
insured in litigation in which any third party asserts a claim adverse to the title Upon the exercise bythe Company of this option,all liability and obligations
or interest as insured,but only as to those stated causes of action alleging a to the insured underthis policy,other than to make the payment required,shall
defect,lien or encumbrance or other matter insured against by this policy.The terminate, including any liability or obligation to defend, prosecute, or con-
Company shall have the right to select counsel of its choice(subject to the tinue any litigation,and the policy shall be surrendered to the Company for
right of the insured to object for reasonable cause)to represent the insured as cancellation.
to those stated causes of action and shall not be liable for and will not pay the (b)To Pay or Otherwlse Settle With Parties Other than the Insured or
fees of any other counsel. The Company will not pay any fees, costs or With the Insured Claimant.
expenses incurred by the insured in the defense of those causes of action (i)to pay or otherwise settle with otheP parties for or in the name of an
which allege matters not insured against by this policy. insured claimant any claim insured against under thi§policy,together with any
(b)The Company shall have the right, at its own cost, to institute and costs,attorneys'fees and expenses incurred by the insured claimant which
prosecute any action or proceeding or to do any other act which in its opinion were authorized by the Company up to the time of payment and which the
may be necessary or desirable to establish the title to the estate or interest,as Company is obligated to pay;or
insured,or to prevent or reduce loss or damage to the insured.The Company (ii)to pay or otherwise settle with the insured claimant the loss or damage
may take any appropriate action under the terms of this policy,whether or not provided for under this policy, together with any costs, attorneys' fees and
it shall be liable hereunder,and shall not thereby concede liability or waive any expenses incurred by the insured claimant which were authorized by the
provision of this policy. If the Company shall exercise its rights under this Company up to the time of payment and which the Company is obligated to
paragraph.it shall do so diligently. pay,
Upon the exercise by the Company of either of the options provided for in (b)When liability and the extent of loss or damage has been definitely fixed
paragraphs(b)(i)or(ii),the Company's obligations to the insured under this in accordance with these Conditions and Stipulations, the loss or damage
policy for the claimed loss or damage,other than the payments required to be shall be payable within 30 days thereafter.
made,shall terminate,including any liability or obligation to defend, prose-
cute or continue any litigation. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT
7. DETERMINATION,EXTENT OF LIABILITY AND COINSURANCE (a)The Company's Right of Subrogation.
This policy is a contract of indemnity against actual monetary loss or dam- Whenever the Company shall have settied and paid a claim under this
age sustained or incurred by the insured claimant who has suffered loss or Policy,all right of subrogation shali vest in the Company unaffected by any act
damage by reason of matters insured against by this policy and only to the of the insured claimant.
extent herein described. The Company shall be subrogated to and be entitled to all rights and
(a)The liability of the Company under thispolicy shall not exceed the least remedies which the insured claimant would have had against any person or
of: property in respect to the claim had this policy not been issued.If requested by
(i)the Amount of Insurance stated in Schedule A;or, the Company,the insured claimant shall transfer to the Company all rights
(ii)the difference between the value of the insured estate or interest as and remedies against any person or property necessary in order to perfect
insured and the value of the insured estate or interest subject to the defect, this right of subrogation.The insured claimant shall permit the Company to
lien or encumbrance insured against by this policy. sue,compromise or settle in the name of the insured claimant and to use the
(b)In the event the Amount of Insurance stated in Schedule A at the Date of name of the insured claimant in any transaction or litigation involving these
Policy is less than 80 percent of the value of the insured estate or interest or rights or remedies.
the full consideration paid for the land,whichever is less,or if subsequent to If a payment on account of a claim does not fully cover the loss of the
the Date of Policy an improvement is erected on the land which increases the insured claimant,the Company shall be subrogated to these rights and reme-
value of the insured estate or interest by at least 20 percent over the Amount of dies in the proportion which the Company's payment bears to the whole
Insurance stated in Schedule A,then this Policy is subject to the following: amount of the loss.
(i)where no subsequent improvement has been made,as to any partial If loss should result from any act of the insured claimant,as stated above,
loss,the Company shall only pay the loss pro rata in the proportion that the that act shall not void this policy, but the Company, in that event, shall be
amount of insurance at Date of Policy bears to the total value of the insured required to pay only that part of any losses insured against by this policy which
estate or interest at Date of Policy;or shall exceed the amount,if any,lost to the Company by reason of the impair-
(ii)where a subsequent improvement has been made,as to any partial ment by the insured claimant of the Company's right of subrogation.
loss,the Company shall only pay the loss pro rata in the proportion that 120
percent of the Amount of Insurance stated in Schedule A bears to the sum of (b)The Company's Rights Against Non-insured Obligors.
the Amount of Insurance stated in Schedule A and the amount expended for The Company's right of subrogation against non-insured obligors shall
the improvement. exist and shall include,without limitation,the rights of the insured to indem-
The provisions of this paragraph shall not apply to costs,attorneys'fees nities,guaranties,other policies of insurance or bonds,notwithstanding any
and expenses for which the Company is liable under this policy,and shall only terms or conditions contained in those instruments which provide for subroga-
appty to that portion of any loss which exceeds,in the aggregate,10 percent of tion rights by reason of this policy.
the Amount of Insurance stated in Schedule A.
(c)The Company will pay only those costs,attorneys'fees and expenses 14• ARBITRATION
incurred in accordance with Section 4 of these Conditions and Stipulations. Unless prohibited by applicable law,either the Company or the insured may
8. APPORTIONMENT demand arbitration pursuant to the Title Insurance Arbitration Rules of the
American Arbitration Association.Arbitrable matters may include,but are not
If the land described in Schedule A consists of two or more parcels which Iimited to,any controversy or claim between the Company and the insured
are not used as a single site,and a loss is established affecting one or more of arising out of or relating to this policy,any service of the Company in connec-
the parcels but not all,the loss shall be computed and settled on a pro rata tion with its issuance or the breach of a policy provision or other obligation.All
basis as if the amount of insurance under this policy was divided pro rata as to arbitrable matters when the Amount of Insurance is$1,000,000 or less shall
the value on Date of Policy of each separate parcel to the whole,exclusive of be arbitrated at the option of either the Company or the insured.All arbitrable
any improvements made subsequent to Date of Policy, unless a liability or matters when the Amount of Insurance is in excess of$1,000,000 shall be
value has otherwise been agreed upon as to each parcel by the Company and arbitrated only when agreed to by both the Company and the insured.Arbitra-
the insured at the time of the issuance of this policy and shown by an express tion pursuant to this policy and under the Rules in effect on the date the
statement or by an endorsement attached to this policy. demand for arbitration is made or,at the option of the insured,the Ru�es in
9. LIMITATION OF LIABILITY effect at Date of Policy shall be binding upon the parties. The award may
(a)If the Company establishes the title,or removes the alleged defect,lien include attorneys'fees only if the laws of the state in which the land is located
or encumbrance,or cures the lack of a right of access to or ftom the land,or Permit a court to award attorneys'tees to a prevailing party.Judgment upon
cures the claim of unmarketabiliry of title, all as insured, in a reasonably the award�endered by the Arbitrator(s)may be entered in any court having
diligent manner by any method,including litigation and the completion of any lurisdiction thereof.
appeals therefrom,it shall have fully performed its obligations with respect to 7he law af the situs of the land shall apply to an arbitration under the Title
that matter and shall not be liable for any loss or damage caused thereby. Insurance Arbitration Rules.
(b)In the event of any litigation,including litigation by the Company or with A copy of the Rules may be obtained from the Company upon request.
the Company's consent,the Company shall have no liability for loss or dam-
age until there has been a final determination by a court of competent jurisdic- 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT
tion,and disposition of all appeals therefrom,adverse to the title as insured. (a)This policy together with all endorsements,if any,attached hereto by the
(c)The Company shall not be liable for loss or damage to any insured for Company is the entire policy and contract between the insured and the Com-
liability voluntarily assumed by the insured in settling any claim or suit without pany.In interpreting any provision of this policy,this policy shall be construed
the prior written consent of the Company. as a whole.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF (b)Any claim of loss or damage,whether or not based on negligence,and
LIABILITY which arises out of the status of the title to the estate or interest covered
All payments under this policy,except payments made for costs,attorneys' hereby or by any action asserting such claim,shall be restricted to this policy.
fees and expenses,shall reduce the amount ot the insurance pro tanto. (c)No amendment of or endorsement to this policy can be made except by
11. LIABILITY NONCUMULATIVE a writing endorsed hereon or attached hereto signed by either the President,a
It is expressly understood that the amount of insurance under this policy Vice President,the Secretary,an Assistant Secretary,or validating officer or
shall be reduced b an amount the Com an ma authorized signatory of the Company.
Y Y p y y pay under any policy
insuring a mortgage to which exception is taken in Schedule B or to which the 16. SEVERABILITY
insured has agreed, assumed, or taken subject, or which is hereafter ex- �n the event any provision of the policy is held invalid or unenforceable
ecuted by an insured and which is a charge or lien on the estate or interest under applicable law,the policy shall be deemed not to include that provision
described or referred to in Schedule A, and the amount so paid shall be and all other provisions shall remain in full force and effect.
deemed a payment under this policy to the insured owner.
12. PAYMENT OF LOSS 17. NOTICES,WHERE SENT
(a)No payment shall be made without producing this policy for endorse- All notices required to be given the Company and any statement in writing
ment of the payment unless the policy has been Iost or destroyed,in which required to be furnished the Company shall include the number of this policy
case proof of loss or destruction shall be furnished to the satisfaction of the and shall be addressed to the Company at the issuing office or to:
Company. Chicago Title Insurance Company
, Claims Department
171 North Clark Street
Reorder Form No.8256(Rev.10-17-92) CFIIC890,1'" ��s 60601-3294
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