Loading...
2002 04 16 RDAT4ht 4 a CP 0" Redevelopment Agency Agendas are available on the City's Web Page @ www.la-quinta.org Redevelopment Agency Agenda CITY COUNCIL CHAMBER 78-495 Calle Tampico La Quinta, California 92253 Regular Meeting Tuesday, April 16, 2002 - 2:00 P.M. Beginning Res. No. RA 2002-06 CALL TO ORDER Roll Call: Board Members: Adolph, Pena, Perkins, Sniff, Chairperson Henderson II. PUBLIC COMMENT At this time, members of the public may address the Redevelopment Agency on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. Please watch the timing device on the podium. III. CLOSED SESSION CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, MARK WEISS, PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY GENERALLY LOCATED ON THE WEST SIDE OF JEFFERSON STREET, SOUTH OF AVENUE 52 (APN'S 770-200-009 THROUGH -010; 770-260-017; 772-1150-001 THROUGH -005; 772-290-001 THROUGH -007; AND -009 THROUGH -013; 772-310- 001 THROUGH -007 AND -009 THROUGH -013). PROPERTY OWNER/NEGOTIATOR; KSL LAND HOLDINGS, INC./CHEVIS HOSEA. 2. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, MARK WEISS, PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY LOCATED AT 50-777 SANTA ROSA PLAZA. PROPERTY OWNER/NEGOTIATOR: DANNY BROWN. 001 RDA Agenda April 16, 2002 NOTE: Time permitting, the Redevelopment Agency Board may conduct Closed Session discussions during the dinner recess. In addition, when the Agency is considering acquisition of property, persons identified as negotiating parties are not invited into the Closed Session Meeting. RECONVENE AT 3:00 PM IV. PUBLIC COMMENT At this time members of the public may address the Agency Board on items that appear within the Consent Calendar or matters that are not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. When you are called to speak, please come forward and state your name for the record. Please watch the timing device on the podium. For all Agency Business Session matters or Public Hearings on the agenda, a completed "request to speak" form must be filed with the City Clerk prior to the Agency beginning consideration of that item. V. CONFIRMATION OF AGENDA VI. APPROVAL OF MINUTES 1 . MINUTES OF SPECIAL MEETING OF MARCH 22, 2002. 2. MINUTES OF THE MEETING OF APRIL 2, 2002. VII. CONSENT CALENDAR Note: Consent Calendar items are considered to be routine in nature and will be approved by one motion. 1. APPROVAL OF DEMAND REGISTER DATED APRIL 16, 2002. 2. TREASURER'S REPORT FOR THE PERIOD ENDING FEBRUARY 28, 2002. 3. REVENUE AND EXPENDITURES REPORT FOR THE PERIOD ENDING FEBRUARY 28, 2002 AND INVESTMENT SUMMARY FOR THE PERIOD ENDING MARCH 31, 2002. 4. APPROVAL OF PLANS, SPECIFICATIONS AND ENGINEER'S ESTIMATE OF PROBABLE CONSTRUCTION COST AND AUTHORIZATION TO ADVERTISE FOR BIDS FOR THE WASHINGTON STREET/EISENHOWER DRIVE REHABILITATION PROJECT AND ADOPTION OF A RESOLUTION MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445(a). f (; ) RDA Agenda -2- April 16, 2002 VIII BUSINESS SESSION 1. CONSIDERATION OF AN OPTION AGREEMENT BY AND BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY AND KSL LAND HOLDINGS, INC., PERTAINING TO THE PURCHASE OF 525 ACRES OF PROPERTY KNOWN AS THE RANCH AND GENERALLY BOUNDED BY THE CORAL REEF MOUNTAINS, AVENUE 52, JEFFERSON STREET, AND AVENUE 54; AND ADOPTION OF A RESOLUTION MAKING FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445 AND RELATED ADDITIONAL AGREEMENT RELATING TO EQUAL OPPORTUNITIES. A. MINUTE ORDER ACTION B. RESOLUTION ACTION 2. CONSIDERATION OF A REQUEST BY BUILDING HORIZONS FOR AN AFFORDABLE HOUSING AGREEMENT FOR A 9T" YEAR OF FUNDING BY AND BETWEEN THE REDEVELOPMENT AGENCY AND BUILDING HORIZONS A. MINUTE ORDER ACTION 3. CONSIDERATION OF CLOSING AGREEMENT OF FINAL DETERMINATION COVERING SPECIFIC MATTERS BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY, U.S. BANK AND COMMISSIONER OF INTERNAL REVENUE. A. MINUTE ORDER ACTION 4. CONSIDERATION OF REVISIONS TO LA QUINTA'S AFFORDABLE HOUSING PROGRAM. A. MINUTE ORDER ACTION. IX. PRESENTATIONS - None X. STUDY SESSION - None XI. DEPARTMENT REPORTS XII. CHAIR AND BOARD MEMBERS' ITEMS XIII. PUBLIC HEARINGS - None XIV. ADJOURNMENT - Adjourn to a Regular Meeting of the Redevelopment Agency to be held on May 7, 2002, commencing with Closed Session at 2:00 P.M. in the City Council Chambers, 78-495 Calle Tampico, CA 92253. 000 RDA Agenda -3- April 16, 2002 DECLARATION OF POSTING I, June S. Greek, Secretary of the La Quinta Redevelopment Agency, do hereby declare that the foregoing agenda for the La Quinta Redevelopment Agency meeting of Tuesday, April 16, 2002, was posted on the outside entry to the Council Chambers, 78-495 Calle Tampico and on the bulletin board at the La Quinta Chamber of Commerce and at Stater Bros. 78-630 Highway 111, on Friday, April 12, 2002. DATED: April 12, 2002 JU4E.VVGREEK, CIVIC Agency Secretary, City of La Quinta, California The La Quinta City Council Chamber is handicapped accessible. If special equipment is needed for the hearing impaired, please call the City Clerk's Office at 777-7025, 24-hours in advance of the meeting and accommodations will be made „ A o u RDA Agenda -4- April 16, 2002 o``o�z _-- 5 OF AGENDA CATEGORY: BUSINESS SESSION COUNCIURDA MEETING DATE: APRIL 16, 2002 CONSENT CALENDAR ITEM TITLE: Demand Register Dated April 16, 2002 RECOMMENDATION: It is recommended the Redevelopment Agency Board: STUDY SESSION PUBLIC HEARING Receive and File the Demand Register Dated April 16, 2002 of which $196,970.00 represents Redevelopment Agency Expenditures. PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA 0 �iu�TQ•c 04M� - S. c&ht 4 5 Cry OF AGENDA CATEGORY: COUNCIL/RDA MEETING DATE: April 16, 2002 ITEM TITLE: Transmittal of Treasurer's Report as of February 28, 2002 RECOMMENDATION: It is recommended the Redevelopment Agency Board: Receive and file. BUSINESS SESSION: CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: PLEASE SEE RELATED BUSINESS SESSION ITEM ON CITY COUNCIL AGENDA 00k, T4'1qrz 4 4 Q" AGENDA CATEGORY: BUSINESS SESSION: COUNCIL/RDA MEETING DATE: April 16, 2002 CONSENT CALENDAR: ITEM TITLE: STUDY SESSION: Transmittal of Revenue and Expenditure Report for PUBLIC HEARING: February 28, 2002 and Investment Summary Report for the Quarter Ending March 31, 2002 RECOMMENDATION: Receive and File BACKGROUND AND OVERVIEW: Transmittal of the Statement of Revenue and Expenditures for February 28, 2002 and Investment Summary Report for the Quarter ending March 31, 2002 for the La Quinta Redevelopment Agency. ly submitt , , M John M. Falcorier, (Finance Director A rov d for submis n Thomas P. Genovese, City Manager Attachments: 1 . Revenue and Expenditures for February 28, 2002 and Investment Summary Report dated March 31, 2002 �L4� LA QUINTA REDEVELOPMENT AGENCY REVENUE SUMMARY PROJECT AREA NO. 1: DEBT SERVICE FUND: Tax Increment Allocated Interest Non Allocated Interest Interest Advance Proceeds Transfers In TOTAL DEBT SERVICE CAPITAL IMPROVEMENT FUND: Pooled Cash Allocated Interest Non Allocated Interest Litigation Settlement Revenue Bond Proceeds Transfers In TOTAL CAPITAL IMPROVEMENT LOWIMODERATE TAX FUND: Tax Increment Allocated Interest Non Allocated Interest Miscellaneous revenue Non Allocated Interest LQRP-Rent Revenue Home Sales Proceeds Sale of Land Sewer Subsidy Reimbursements Rehabilitation Loan Repayments Transfer In TOTAL LOWIMOD TAX LOWIMODERATE BOND FUND: Allocated Interest Home Sale Proceeds Non Allocated Interest Transfer In TOTAL LOWIMOD BOND REMAINING % BUDGET RECEIVED BUDGET RECEIVED 16,822,503.00 8,659,165.90 8,163,337.10 51.470% 42,496.79 (42,496.79) 0.000% 82,153.71 (82,153.71) 0.000% 446,142.00 0.00 446,142.00 0.000% 10,349,589.00 9,743,485.49 606,103.51 94.140% 27,618,234.00 18,527 301.89 9,090 932.11 67.080% 58,353.62 (58,353.62) 0.000% 125,000.00 520,518.35 (395,518.35) 416.410% 0.00 0.00 0.000% 48,000,000.00 48,000,000.00 0.00 100.000% 0.00 0.00 0.000% 48,125,000.00 48,578,871.97 (453,871.97) 100.940% 4,205,626.00 2,164,791.48 2,040,834.52 51.470% 50,000.00 19,952.73 30,047.27 39.910% 0.00 0.00 0.000% 1.00 (1.00) 0.000% 0.00 0.00 0.000% 341,000.00 161,703.29 179,296.71 47.420% 150,000.00 0.00 150,000.00 0.000% 0.00 0.00 0.000% 35,618.88 (35,618.88) 0.000% 27,119.93 (27,119.93) 0.000% 0.00 0.00 0.000% 4,746,626.00 2,409,187.31 2,337,438.69 50.760% 0.00 0.00 0.000% 0.00 0.00 0.000% 51,737.97 (51,737.97) 0.000% 0.00 0.00 0.000% 0.00 51 737.97 (51,737.97) 0.000% 003 LA QUINTA REDEVELOPMENT AGENCY EXPENDITURE SUMMARY PROJECT AREA NO. 1: DEBT SERVICE FUND: SERVICES BOND PRINCIPAL BOND INTEREST INTEREST CITY ADVANCE INTEREST - ERAF LOAN PASS THROUGH PAYMENTS TRANSFERS OUT TOTAL DEBT SERVICE CAPITAL IMPROVEMENT FUND: PERSONNEL SERVICES LAND ACQUISITION ASSESSMENT DISTRICT ECONOMIC DEVELOPMENT CAPITAL - BUILDING BOND ISSUANCE COSTS REIMBURSEMENT TO GEN FUND TRANSFERS OUT TOTAL CAPITAL IMPROVEMENT LOW/MODERATE TAX FUND: PERSONNEL SERVICES ASSESSMENT SUBSIDY PROGRAM UNDERGROUND UTILITY SUBSIDY BUILDING HORIZONS LQ RENTAL PROGRAM LQ HOUSING PROGRAM LO REHABILITATION APARTMENT REHABILITATION REIMBURSEMENT TO GEN FUND TRANSFERS OUT TOTAL LOW/MOD TAX LOW/MODERATE BOND FUND PERSONNEL SERVICES REIMBURSEMENT TO GEN FUND HOUSING PROJECTS TRANSFERS OUT TOTAL LOW/MOD BOND 07/01/2001 - 02/28/2002 REMAINING % BUDGET EXPENDITURES ENCUMBERED BUDGET EXPENDED 249,834.00 280,308.30 0.00 (30,474.30) 112.2% 1,486,277.00 1,486,277.00 0.00 0.00 100.0% 4,623,726.00 1,481,202.82 0.00 3,142,523.18 32.0% 446,142.00 297,428.00 0.00 148,714.00 66.7% 0.00 0.00 0.00 0.0% 16,759,956.00 13,028,385.96 0.00 3,731,570.04 77.7% 0.00 0.00 0.00 0.0% 23 565 935.00 16 573 602.08 0.00 6,992,332.92 70.3% 10,050.00 4,172.15 0.00 5,877.85 41.5% 191,079.00 67,873.39 0.00 123,205.61 35.5% 0.00 0.00 0.00 0.00 0.0% 0.00 0.00 0.00 0.00 0.0% 339,558.00 32,600.00 0.00 306,958.00 9.6% 0.00 0.00 0.00 0.00 0.0% 1,943,714.00 1,939,725.25 0.00 3,988.75 99.8% 1,085,485.00 723,654.32 0.00 361,830.68 66.7% 13,136,734.00 10.814,504.33 0.00 2,322,229.67 82.3% 16 706 620.00 13 582 529.44 0.00 3,124 090.56 81.3% 10,050.00 4,172.15 0.00 5,877.85 41.5% 239,315.00 143,920.39 0.00 95,394.61 60.1 % 445,000.00 34,855.40 0.00 410,144.60 7.8% 71,000.00 0.00 0.00 71,000.00 0.0% 210,000.00 172,700.00 0.00 37,300.00 82.2% 829,000.00 260,985.16 0.00 568,014.84 31.5% 2,785.077.00 1,936,773.00 0.00 848,304.00 69.5% 200,000.00 11,525.50 0.00 188,474.50 5.8% 350,000.00 73,589.42 0.00 276,410.58 21.0% 206,366.00 137,577.28 0.00 68,788.72 66.7% 3,951,649.00 1,130,902.61 0.00 2,820,746.39 28.6% 9,297,457.00 3,907,000.91 0.00 5,390,456.09 42.0% 0.00 0.00 0.00 0.0% 0.00 0.00 0.00 0.0% 0.00 0.00 0.00 0.0% 0.00 0.00 0.00 0.0% 832,930.46 133,998.00 0.00 698,932.46 16.1% 832,930.46 133 998.00 0.00 698 932.46 16.1 % a0J Ui'4 LA QUINTA REDEVELOPMENT AGENCY REVENUE SUMMARY PROJECT AREA NO.2: DEBT SERVICE FUND: Tax Increment Allocated Interest Non Allocated Interest Interest Advance Proceeds Transfer In TOTAL DEBT SERVICE CAPITAL IMPROVEMENT FUND: Allocated Interest Non Allocated Interest Developer Agreement Transfers In Proceeds from City Loan TOTAL CAPITAL IMPROVEMENT LOW/MODERATE TAX FUND: Tax Increment Developer Funding Allocated Interest Non Allocated Interest Sale of Land Transfer In TOTAL LOWIMOD TAX LOWIMODERATE BOND FUND: Allocated Interest Non Allocated Interest Transfer In TOTAL LOWIMOD BOND REMAINING % BUDGET RECEIVED BUDGET RECEIVED 7,364,440.00 3,770,098.64 3,594,341.36 51.190% 9,648.55 (9,648.55) 0.000% 394.59 (394.59) 0.000% 692,211.00 0.00 692,211.00 0.000% 338,442.00 209,488.00 128,954.00 61.900% 8,395,093.00 3,989,629.78 4,405,463.22 47.520% 50,852.51 (50,852.51) 0.000% 20,000.00 2,176.54 17,823.46 10.880% 0.00 0.00 0.000% 0.00 0.00 0.000% 1,100,000.00 0.00 1,100,000.00 0.000% 1,120,000.00 53,029.05 1,066,970.95 4.730% 1,841,110.00 942,524.65 898,585.35 51.190% 0.00 0.00 0.000% 20,700.00 68,062.84 (47,362.84) 328.810% 0.00 0.00 0.000% 0.00 0.00 0.000% 0.00 0.00 0.000% 1861810.00 1010587.49 851,222.51 54.280% 0.00 0.00 0.000% 13,819.50 (13,819.50) 0.000% 0.00 0.00 0.000% 0.00 13 819.50 (13 819.50) 0.000% o U�.5 LA QUINTA REDEVELOPMENT AGENCY 07/01/2001 - 02/28/2002 REMAINING % EXPENDITURE SUMMARY BUDGET EXPENDITURES ENCUMBERED BUDGET EXPENDED PROJECT AREA NO. 2: DEBT SERVICE FUND: SERVICES 94,120.00 121,767.00 0.00 (27,647.00) 129.4% BOND PRINCIPAL 163,723.00 163,723.00 0.00 0.00 100.0% BOND INTEREST 593,968.00 297,521.43 0.00 296,446.57 50.1% INTEREST CITY ADVANCE 692,211.00 461,474.00 0.00 230,737.00 66.7% INTEREST - ERAF LOAN 0.00 0.00 0.00 0.00 0.0% PASS THROUGH PAYMENTS 6,257,252.00 3,128,626.37 0.00 3,128,625.63 50.0% TRANSFERS OUT 0.00 0.00 0.00 0.00 0.0% TOTAL DEBT SERVICE 7,801,274.00 4,173,111.80 0.00 3,628,162.20 53.5% CAPITAL IMPROVEMENT FUND: PERSONNEL 5.950.00 2,524.83 0.00 3,425.17 42.4% SERVICES 119,164.00 100,127.94 0.00 19,036.06 84.0% ECONOMIC DEVELOPMENT ACTIVITY 85,000.00 64.00 0.00 84,936.00 0.1% REIMBURSEMENT TO GEN FUND 34,092.00 22,727.12 0.00 11,364.88 66.7% TRANSFERS OUT 1,353,442.00 1,597,201.31 0.00 (243,759.31) 118.0% TOTAL CAPITAL IMPROVEMENT 1,597,648.00 1,722,645.20 0.00 (124 997.20) 107.8% LOW/MODERATE TAX FUND: PERSONNEL 5,950.00 2,524.83 0.00 3,425.17 42.4% SERVICES 159,959.00 330,844.40 0.00 (170,885.40) 206.8% SEWER SUBSIDIES 85,000.00 0.00 0.00 85,000.00 0.0% LO RENTAL PROGRAM 949,923.00 47,125.00 6,400.00 896,398.00 5.0% LOW MOD HOUSING PROJECTS 650,000.00 275.00 0.00 649,725.00 0.0% REIMBURSEMENT TO GEN FUND 71,258.00 47,505.28 0.00 23,752.72 66.7% TRANSFERS OUT 2,787,701.44 372,608.06 0.00 2,415,093.38 13.4% TOTAL LOW/MOD TAX 4,709,791.44 800 882.57 6,400.00 3,902,508.87 17.0% LOW/MODERATE BOND FUND PERSONNEL 0.00 0.00 0.00 0.0% SERVICES 0.00 0.00 0.00 0.0% REIMBURSEMENT TO GEN FUND 0.00 0.00 0.00 0.0% TRANSFERS OUT 2,582,881.00 0.00 0.00 2,582,881.00 0.0% TOTAL LOW/MOD BOND 2,582,881.00 0.00 0.00 2,582,881.00 0.0% u ,� Z E 7 m C 0 co E '7 > O 0 C N J � M O � U w 7 N UO2 N O N co LC) D1 O M N ^ 0 �N�MOO�eN- _scn N t' OEM •�- ��IL000� M 0) M M � N O) 04 0 O C d ��rMOOr.N-��c0 - 0) � O ` r- M cM cM d � O O � t�r- O, co ---�� 0 d cM M N T T T T T T T T 0 c0 O] co c0 c0 N co co c9 o Z Z Z Z 2 Z Z Z Z CO 10"O'D IDUUD v v C C c C c C c c C 7 7 7 7 7>> 7 7 LL LL LL LL LL LL LL. LL LL O f6 f0 f9 O7 M M M f9 O7 > O� O r w .2 >> a� -+ Z 0 7 7 7 7 7>> 7 d �da�a�mma�a�dd M Cc M M N y O7 co m c0 O7 O3 Co Co c0 C C C C C C C C C 0 0 0 0 0 0 0 0 0 CLCL v>>inaa > >aaUU (nafnpp�N QQ��U��NQQ � t] QCOD LO C 0-00 C) — 0)0 w N N O Y i (3) 0) 1NY C m Cm co Y Y 7 c0 cc m Y Y co N V)Nm�_�mmfnU) N (n (6 fn 0 m d c9 J O N O a ca > ` > O N Ucc (D:3o w U �Eo C cp C � C O O` d C � 7 (D C U 0O y N a= C a Co ccu in M a U 0) N C 3 T H � - > r 4D ' N dU co N (D C;) L ' U � m O U V C m W O' m Ll a U I / I AGENDA CATEGORY: BUSINESS SESSION: COUNCIL/RDA MEETING DATE: April 16, 2002 CONSENT CALENDAR: ITEM TITLE: Approval of Plans, Specifications and STUDY SESSION: Engineer's Estimate of Probable Construction Cost and Authorization to Advertise for Bids for the Washington PUBLIC HEARING: Street/Eisenhower Drive Reconstruction Project, Project No. 2001-02 and Adoption of a Resolution Making Certain Findings Pursuant to Health and Safety Section 33445(a). Approve a Resolution of the Redevelopment Agency making certain findings pursuant to Health and Safety Code Section 33445(a); Appropriate $1,200,000 from RDA Project Area No. 1 Funds, Account No. 405-000- 300-290, toward the Washington Street/Eisenhower Drive Reconstruction Project No. 2001-02. Considering approval of staff's recommendation, the following represents the proposed funding and funding sources: Infrastructure Funds (225-000-300-290): $ 600, 000. 00 RDA Project Area No. 1 Funds (405-000-300-290): $1,200,000.00 Total Funding Available: $1,800,000.00 The following represents the proposed estimated project budget: Construction: Insp/Test/Survey: Administration: Professional: Contingency: Total: $1, 354, 500.00 $139, 500.00 $ 90, 000. 00 $36,000.00 $180,000.00 $1, 800, 000. 00 T:\PWDEPT\COUNCIL\2002\O2O4l6eRDA.wpd 01 This project as proposed will be partially funded with RDA Project Area No. 1 funds and must be bid utilizing prevailing wage requirements. Therefore, there are no charter city implications. During the winter season 2000/2001, the City experienced a number of heavy rain events. During this time, areas of Washington Street between Avenue 48 and Highway 1 1 1 experienced road failures. The highest concentration of failures appeared between Avenue 48 and Simon Drive and varied from sinking pavement and alligator cracking to pavement potholes and "pop -outs." Eisenhower Drive has also experienced accelerated failure due to weather, age, and increased traffic. Due to the accelerated failures, the City Manager declared the pavement reconstruction an emergency. Pursuant to Municipal Code Section 3.32 D, "The City Manager may authorize the solicitation, selection, award, and execution of service contracts by the most expeditious method where time is of the essence to prevent an emergency lack of critically needed services. If the contract is for major services, it shall be submitted for ratification at the next regular City Council Meeting." On April 17, 2001, the City Council ratified the City Manager's decision in declaring the Washington Street and Eisenhower Drive pavement failure an emergency situation and authorized the Public Works Department to utilize the most expedient method to select a qualified Professional Consultant to analyze the cause of the failure and design the permanent reconstruction measures. The City Council also approved a Professional Services Agreement (PSA) in an amount not to exceed $66,000 with the firm Harris & Associates, to prepare the Plans, Specifications, and Engineer's Estimate (PS&E) for the reconstruction of the failed areas on Washington Street and Eisenhower Drive and the rehabilitation of the finished surface of Washington Street and Eisenhower Drive with a rubberized asphalt overlay. The project limits are as follows: Washington Street - from approximately 1,700 feet North of Avenue 50 to Simon Drive. Eisenhower Drive - from Washington Street to Coachella Drive. The PS&E for Washington Street are now complete and available for review within the Public Works Department. U14 T:\PWDEPT\COUNCIL\2002\020416eRDA.wpd 002 Expanding the Eisenhower Drive pavement reconstruction plans to include the construction of median islands and median island landscaping will result in cost efficiencies. Therefore, staff are recommending the PS&E be amended to include the design of the ultimate median islands and median island landscaping. Assuming authorization to receive bids for the Washington Street pavement reconstruction improvements and authorization to amend the Eisenhower Drive pavement reconstruction. The PS&E, the following represents how the project is expected to proceed: Amend PS&E Approve PS&E/Auth. to Receive Bids Bid Period Approval to Award Construction Construction Period Accept Improvements April 16, 2002 April 17, 2002 - May 16,2002 June 4, 2002 June 2002 - August 2002 September 2002 Eisenhower Drive April 17, 2002 - July 1, 2002 July 2, 2002 July 3, 2002 - August 2, 2002 August 20, 2002 September 2002 - November 2002 December 2002 The alternatives available to the Agency Board of Directors include: 1. Approve a Resolution of the Redevelopment Agency making certain findings pursuant to Health and Safety Code Section 33445(a); and appropriate $1,200,000 from RDA Project Area No. 1 Funds, Account No. 405-000-300- 290, toward the Washington Street/Eisenhower Drive Reconstruction Project No. 2001-02; or, 2. Do not approve a Resolution of the Redevelopment Agency making certain findings pursuant to Health and Safety Code Section 33445(a); and do not appropriate $1,200,000 from RDA Project Area No. 1 Funds, Account No. 405- 000-300-290, toward the Washington Street/Eisenhower Drive Reconstruction Project No. 2001-02; or, 3. Provide staff with alternative direction. 01.E TAMDEMCOUNCIU2002\02041 BeRDA.wpd 003 Respectfully submitted, F. Stephenson, P.E. im Public Works Director/City Engineer Approved for submission by: T. Thomas P. Genovese, Executive Director 01 J T:\PWDEPT\COUNCIL\2002\020416eRDA.wpd 1 - 004 RESOLUTION NO. 2002- A RESOLUTION OF THE LA QUINTA REDEVELOPMENT AGENCY MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445(a) WHEREAS, the City Council on April 17, 2001 ratified the City Managers decision in declaring the Washington Street and Eisenhower Drive pavement failure and emergency situation and authorize the most expedient method to select a qualified Professional Consultant to analyze the cause of the failure, and design the permanent reconstruction measures. WHEREAS, the City Council on April 17, 2001 approved a Professional Services Agreement (PSA), in the amount not to exceed $66,000.00, with the firm Harris & Associates, to prepare the Plans, Specifications, and Engineer's Estimate (PS&E) for the reconstruction of the failed areas on Washington Street and Eisenhower Drive and, the rehabilitation of the finished surface of the Washington Street and Eisenhower Drive with a rubberized asphalt overlay. WHEREAS, the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction are located in the La Quinta Redevelopment Agency's Project Area land 2, and will enhance the public's use within Project Area 1 and 2; WHEREAS, there is inadequate funding available from La Quinta Redevelopment Agency's Project Area 2 to proceed with the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction at this point in time in Project Area 2; WHEREAS, the funding for the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction is not otherwise available at this time; WHEREAS, it would be in the best interest of the public for the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction to be installed at this point in time: NOW, THEREFORE, BE IT RESOLVED by the La Quinta Redevelopment Agency as follows: SECTION 1. Pursuant to Health and Safety Code Section 33445(a), the La Quinta Redevelopment Agency finds: (a) That the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction will be of benefit to the Project Area 1, to the area surrounding Project Area 1, and to the immediate neighborhood in which the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction will be located. (b) That no other reasonable means of financing the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction in Project Area 2 are available to the community at this time, and that the RDA Capital Improvement Project No. 2 fund currently does not have 01; 00.9 sufficient funds to pay for the construction, and will not accumulate sufficient funds for that purpose within the near future. Nor are the funds otherwise available from other sources. (c) That the payment of funds for the construction of the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction will assist in the elimination of one or more blighting conditions inside the project area and is consistent with the implementation plan adopted pursuant to Health and Safety Code Section 33490. (d) That the construction of the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction are consistent with the implementation plan adopted pursuant to Health & Safety Code Section 33490, in that the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction were identified as Facilities/Infrastructure Improvements. The estimated cost associated with the proposed improvements are presented in Exhibit A. SECTION 2. The La Quinta Redevelopment Agency agrees to appropriate funding in the amount of $1,200,000.00 for the improvement costs of the Washington Street and Eisenhower Drive Rehabilitation and Reconstruction in Project Area 2 with La Quinta Redevelopment Agency Project Area 1 funds. PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta Redevelopment Agency held on this 16t" day of April, 2002 by the following vote to wit: AYES: Board Members NOES: None ABSENT: None ABSTAIN: None ATTEST: JUKE S. GREEK, City Clerk City of La Quinta, California APPROVED AS TO FORM: M. KATHERINE JENSON , City Attorney City of La `Quinta, California TERRY HENDERSON, Chairperson City of La Quinta, California -2- 006 City of La Quinta Washington Street and Eisenhower Drive Pavement Rehabilitation Improvements, Project No. 2001-02 Final Estimate of Probable Construction Cost October 23, 2001 Item Unit Estimated Quanti Estimated Unit Cost Extended Remarks 1 Mobilization LS 1 $50 000 5% +/- of construction 2 Traffic Control LS 1 $22 500 $750/day x 30 days 3 Remove and Reconstruct Existing PCC Cross Gutter LS 1 $3,000 West leg of Washington Street and I Eisenhower Drive 4 Sawcut and Removal Existing AC Pavement and Excavate for Proposed Structural Section CY 1,550 $15.00 $23,250 6" to 8" depth 5 Coldmill Existing AC Pavement SY 47,590 $1.50 $71 385 Maximum depth = 2" 6 Construct AC Base Course TON 3,120 $45.00 $140 400 Pavement repair areas 6" to 8" depth 7 Rewood Header LF 3 400 $3.00 $10 200 Along existing edge of pavement 8 Construct 1/2" AC Leveling Course TON 3,070 $45.00 $138 150 9 Construct 1 1/2" ARHM TON 8 270 $68.00 $562 360 10 Traffic Signal Detector Loos EA 60 $400.00 $24 000 11 Adjust Sanitary Sewer Manhole Frame and Cover to Grade EA 8 $350.00 $2,800 12 Adjust Water Valve Cover to Grade EA 30 $250.00 $7 500 13 Adjust Monument Well Cover to Grade EA 2 $400.00 $800 14 Stri ing and Legends LS 1 $55 000 Subtotal = $1,111,345 Contingency (10%) = $111,13 5 Total Estimated Construction Cost = $1,222,480 UL finalestimate EXHIBIT A 007 T� 4,� auArA� COUNCIL/RDA MEETING DATE: April 16, 2002 ITEM TITLE: Consideration of an Option Agreement by and Between the La Quinta Redevelopment Agency and KSL Land Holdings, Inc., Pertaining to the Purchase of 525 Acres of Property Known as The Ranch and Generally Bounded by the Coral Reef Mountains, Avenue 52, Jefferson Street, and Avenue 54, Resolution Making Findings Pursuant to Health and Safety Code Section 33445, and of Related Additional Agreement Relating to Equal Opportunities RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: / CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Adopt a Resolution of the Redevelopment Agency making certain findings pursuant to Health and Safety Code 33445 to approve use of funds from the La Quinta Redevelopment Project Area No. 1 for an Option Agreement by and between the La Quinta Redevelopment Agency and KSL Land Holdings, Inc.; approve the Option Agreement and Additional Agreement and authorize the appropriate parties to execute the necessary documents; and appropriate $100,000 from the Project No. 1 Economic Development Project Reserves (405-000-300-290) . FISCAL IMPLICATIONS: This action could result in the expenditure of up to $42,500,000 to purchase the Ranch property if escrow closes by July 2, 2002. The Option Agreement (Attachment 1) requires an expenditure of $100,000, generally non-refundable but applied toward the purchase price, for an option on the property through May 22, 2002. The Agreement provides for closing extensions until October 31, 2002. These extensions would cost the Agency $ 212, 500 per month for every month starting July 2002. If escrow did not close until October 31, 2002, then the total purchase price would be $43,350,000. Ultimately, the funds used to underwrite this purchase will be $20,000,000 of existing Project No. 1 bond proceeds, and $ 22, 500,000 of new bond proceeds derived from the sale of additional Project No. 1 Tax Allocation Bonds. BACKGROUND AND OVERVIEW: This item was continued from the April 9, 2002, Special Meeting to this date for review and consideration. Since 1996 the Agency has been working to implement the City's Economic Development Plan that calls for: • enhancing City General Fund revenue by attracting retail and hospitality uses; • increasing recreation opportunities for La Quinta residents by purchasing properties for golf and other recreation uses; and • preserving the natural resources and features that make La Quinta a unique place. During this time, the Agency has explored purchasing a variety of properties that could be developed with public golf and other recreation uses, and which could accommodate additional hospitality uses. In January 2002, Agency staff contacted KSL Recreation, Inc., regarding the disposition of KSL's Ranch property. After much discussion, KSL offered to sell 525 acres to the Agency. Preliminary site planning efforts indicate that this property could accommodate two public golf courses, a driving range, hotel and related retail uses, passive recreation and open space amenities, and additional trails. The Agency Board reviewed KSL's offer in February 2002, and directed staff to initiate negotiations that generated the Option Agreement. If the Option Agreement is approved, the Agency will have the opportunity to conclude due diligence and environmental assessment activities, sell tax allocation bonds, and pursue activities to close escrow and purchase this property by July 2, 2002. If the Agency would exercise the option and close the escrow by July 2, 2002, it would expend $42,500,000, or $80,952 per acre, to purchase the property. Every effort will be taken to close by this time. If, however, the close is delayed due to unknown challenges, the Option Agreement provides for monthly extensions until October 31, 2002. These extensions would cost the Agency $212,500 per month, which would be added to the purchase price. Public Golf, Resort/Commercial Development as Part of a Comprehensive Economic Development Program The City of La Quinta and its Redevelopment Agency are committed to funding community improvements, including basic infrastructure (sewer, drainage, roads, etc.), public safety (new fire station), recreation (The La Quinta Park, trail enhancements, numerous recreation improvements, etc.), and cultural facilities (new library, museum, etc.) . The City's .Redevelopment Agency has provided the capital funding for the vast majority of these improvements in La Quinta. The Agency is legally restricted, however, from financing the ongoing operating costs for these new and improved facilities. Furthermore, the Agency is precluded from i ) .,' 0 iw .1 paying for public safety, recreation and other ongoing municipal expenses. Accordingly, the Agency must ensure that its expenditures include endeavors that will generate and sustain economic activity to support the institutional improvements and municipal services outlined above. As the City matures, it will rely primarily upon sales and transient occupancy taxes to fund municipal services. The City is a low property tax City and receives less than seven cents on the dollar from property taxes paid by its citizens. Today, the City receives approximately half of its revenues from sales and transient occupancy taxes and relies upon these revenues to provide all municipal services. Recognizing the need to enhance General Fund revenues in a strategic manner, while preserving the unique environmental features that comprise La Quinta's landscape, the City Council directed staff to develop a strategic plan to guide City and Agency economic development activities. This document, the City's Economic Development Plan, presents policies and implementation initiatives that are designed to increase General Fund revenues by attracting retail and hotel users. One implementation initiative is to develop a public golf course or courses in order to provide golf packages that attract additional hotels to La Quinta, while offering affordable golf to La Quinta residents. The Agency has been evaluating properties that could accommodate one, if not two golf courses, hotel and restaurant uses, and other passive recreation uses. Discussions with various property owners revealed few viable options. Other properties were either not located near the City's population center, or would involve less acceptable environmental impacts if developed with golf, recreation and hotel uses. The Ranch represents the last centrally located property in La Quinta that can support these uses with minimal environmental impacts at a price that fairly represents market value for comparable property. Further, it is the last accessible property of its kind, in that it is centrally located and adjacent to the mountains. If purchased by the Agency, the public would have access to these resources on this property. Projected Financial Returns The Agency's economic consultant, the Rosenow Spevacek Group (RSG), has prepared cost and revenue projections for both the golf and hotel components. Assuming two golf courses, income was estimated using 35,000 annual rounds per course, with a per -round resident fee of $45 and an average non-resident per - round fee of $80. Further, a per -hole annual maintenance cost, not including management and clubhouse operations, of $80,000 was used. The assumptions also included revenues and expenses for clubhouse and food/beverage operations. Using these assumptions, RSG estimates that the two courses would generate a net annual income of $1.1 million. This occurs because the courses would not be burdened by debt service costs associated with property acquisition and facility development expenses. These expenses would be funded by one-time Redevelopment Agency funds. If a 250-room hotel and 300 condo -hotel units (with 500 keys) were built in conjunction with the golf courses, it is estimated that these hospitality units could generate $2,000,000 in annual transient occupancy tax revenue to the General Fund. These projections assume 750 rooms at a 65% annual occupancy rate, and an average annual room rate of $1 15. Combined, the annual net income from the golf and hotel operations could be $3,200,000, using conservative assumptions. The Agency has retained Economics Research Associates (ERA) to refine the golf and hotel revenue and expenditure projections, and to further evaluate the market feasibility of locating golf and hotel uses on the Ranch property. ERA's report is due by May 6, 2002. The Ranch Property The subject property is approximately 525 acres in size. An additional 182 acres + /- of mountainous land adjacent to this property is also owned by KSL. Staff has initiated discussions with KSL to acquire this acreage for purposes of permanent preservation. The site is bounded by Jefferson Street to the east, Avenue 52 to the north, the Coral Reef Mountains and the Tradition to the west, and Avenue 54 to the south. The All American Canal traverses a portion of the site. Surrounding uses entail the Tradition, Citrus, Country Club of the Desert and PGA West Golf Communities, and the Coral Reef Mountains. This land is primarily vacant. The Pelz Golf School and the desert offices of MDS Consulting are the only uses currently on the site, which are housed in the old Ahmanson Ranch structures. The Agency will acquire these structures with this purchase. The property has an approved 1985 Specific Plan that permits a private residential golf community. During subsequent years, the property has been evaluated for use as a major destination golf resort, and for other private resort, residential and retail uses. The Agency has commissioned an MAI appraiser from Capital Reality to prepare an appraisal that verifies the property's value based upon public golf and private resort uses. Using comparable sales, this work generated a per acre value range of $75,000 to $83,000 for the Ranch site, rounded to $80,000 per acre, which compares to the $80,952 per -acre actual purchase price. The Financing Strategy As part of the annual strategic planning effort, the City Council and staff have been implementing measures that judiciously allocate resources to maintain City service levels and invest in community resources. Annually, the City reviews all revenues and expenditures, and forecasts operations and capital improvement n j) 0 4 program cash flows for a five-year period. These strategic planning efforts have paid off in that the City is in a position that it can afford to make community - building investments in both amenities for La Quinta residents, and in initiatives that generate additional General Fund resources. At this point, the City has reserved sufficient funds to cover one year's General Fund operating expenses. Further, the City and Agency have secured resources to fund over $19,000,000 in Citywide capital improvements during the next five years. The Agency has reserved over $6,000,000 for investment in non -golf economic development initiatives. Finally, the Agency has an existing financing capacity to issue $60,000,000 in tax allocation bonds over the coming four years. In order to fund the purchase and development activities the Option Agreement would initiate, the Agency will use the Agency's Project No. 1 resources. This property is located in Project No. 1, and when this redevelopment project was amended in 1994 to increase its financial capacity, the Agency contemplated investing some of Project No. 1's redevelopment resources in public golf activities. It should be noted that in allocating the non -housing revenue from Project No. 1, the Agency first reserved funds to cover infrastructure and public facility improvements. At this point, all programmed infrastructure and public facility improvements are funded. Only after fully funding these improvements did the Agency reserve funds for golf and hotel initiatives. The Agency proposes to fund property acquisition and improvement activities through a combination of existing and future Project No. 1 tax allocation bond revenue. To purchase the property, the Agency would use a combination of $20,000,000 of 1998 and 2001 Project No. 1 tax allocation bond proceeds, and $22,500,000 of bond proceeds from a tax allocation bond issue that the Agency would sell by May 2002. To build the golf courses and other passive recreation and open space improvements, Project No. 1 has the current capacity to issue an additional $37,500,000 in tax allocation bonds during the next 48 months. These financings are not based upon property assessments nor are they an obligation of the City of La Quinta. Instead, these financings are secured by the $2.5 billion of improvements that comprise Project No. 1's assessed value. Option Agreement The Option Agreement provides a vehicle to initiate property acquisition, as well as the environmental, due diligence, and financing activities. If approved, the Agency and KSL will open escrow and the Agency will make an initial deposit of $100,000. This deposit is generally non-refundable. With this deposit, KSL agrees not to market the property to other potential buyers. Attached to the Option Agreement is the Agreement of Purchase and Sale and Joint Escrow Instructions. This document presents the property purchase terms and the escrow instructions. The Agency would have until May 22, 2002 to exercise its purchase option which, if exercised, would require the Agency to deposit an additional $150,000 into escrow. Both the $100,000 and $150,000 deposits are credited 0 toward the property purchase price. The Purchase and Sale Agreement and its associated attachments set the purchase terms and establish property use restrictions for the first seven (7) years of Agency ownership. The terms are as follows: • A purchase price of $42,500,000 with the deposits credited toward the purchase price. • Escrow to close by July 2, 2002. • The ability to extend the closing date until October 31, 2002, provided that the Agency pays an additional $212,500 per month for every extension. This increases the purchase price and these payments are not credited toward the $42,500,000 purchase price. • The following use restrictions for the first seven (7) years of Agency ownership that limit the potential for hotel development on this site to directly compete with the La Quinta Resort and Club: o The maximum number of hotel rooms that can be constructed on -site is 250 during the first 7 years following Agency acquisition; o The maximum number of timeshare, fractional or condo -hotel units that can be constructed within the first 7 years following Agency acquisition is 300 with a maximum of 500 keys; o The maximum number of hotel associated conference space that can be constructed during the first 7 years following Agency acquisition is 10,000 square feet; o The maximum room rate the hotel and condo -hotel units may charge during the first 7 years following Agency acquisition is 70% of the advertised rate of the La Quinta Resort and Club, with a guaranteed minimum rate of $125; and o Through a separate agreement that does not encumber the property, KSL will have an equal opportunity to purchase golf packages that are offered to other La Quinta hotels and resorts; will have an equal opportunity to submit proposals to manage and rent the condo -hotel units as may be provided to other condo -hotel management firms, as provided by applicable laws; and will have an equal opportunity to use the civic center meeting space These restrictions would terminate prior to the expiration of 7 years should KSL sell its interest in the La Quinta Resort and Club. w Staff has evaluated these restrictions and does not believe that they unduly restrict the development of this property. First, the hotel, condo -hotel and conference space restrictions expire 7 years after the close of escrow, or in 2009. Review of current market studies commissioned by the City, and discussions with hotel market consultants, indicate that the La Quinta resort and hospitality market will not have sufficient demand to support hotel and condo -hotel development on this site larger than 250 rooms and 300 rooms, respectively, without impacting existing and planned resort/commercial properties in La Quinta. In essence, instead of generating additional occupied rooms, if a resort larger than 250 rooms and 300 condo -hotel rooms were built on this site within the next seven years, it may reduce occupancy at other hotels rather than increasing the number of occupied rooms in La Quinta. The City would not benefit from this. After the restrictions expire, additional hotel, condo -hotel and conference facility development may be built, if the market can support the additional space. As summarized in the Projected Financial Returns section of this report, the total number of keys or transient occupancy tax generating rooms permitted under these restrictions have the potential of generating $2,000,000 in annual revenue to the General Fund. Additional Agreement The Additional Agreement (Attachment 2) outlines equal opportunity and access provisions specific to golf packages, condo -hotel management opportunities and civic meeting facilities. Next Activities The Option Agreement, as drafted, includes as Exhibit B a Form of Agreement of Purchase and Sale, which includes terms of the actual property purchase. If the Option Agreement is approved, then additional environmental, due diligence and financing activities will take place. To get to this point, staff, and consultants have reviewed environmental, title, property valuation, infrastructure and other governmental agency costs, golf course development costs, market demand, financing and legal issues. The next activities include: • updating the environmental review completed in 2000 and processing a mitigated negative declaration to ensure that required environmental actions related to this transaction have been satisfied; • conducting a hazardous materials survey to ensure that no hazardous materials have been deposited on -site since the property was last surveyed in 2000; 0 w o 0 07 • obtaining title insurance; • finalizing the property valuation appraisal; • structuring and selling tax allocation bonds; • concluding the golf market demand analysis; • amending the Agency's Implementation Plan to include this and other projects; and • closing escrow by July 2, 2002. FINDINGS AND ALTERNATIVES: The alternatives available to the Agency Board include: 1 . Adopt a Resolution of the Redevelopment Agency making certain findings pursuant to Health and Safety Code 33445 to approve use of funds from the La Quinta Redevelopment Project Area No. 1 for an Option Agreement by and between the La Quinta Redevelopment Agency and KSL Land Holdings, Inc.; approve the Option Agreement and Additional Agreement and authorize the appropriate parties to execute the necessary documents; and appropriate $100,000 from the Project No. 1 Economic Development Project Reserves (405-000-300-290); or 2. Do not approve the Resolution, Option Agreement, Additional Agreement, and appropriation; or 3. Provide staff with alternative direction. Respectfully submitted, �J Mark Weiss Assistant Executive Director Approved for submission by: Thomas P. Genovese Executive Director 0 #2 RESOLUTION NO. 2002- A RESOLUTION OF THE LA QUINTA REDEVELOPMENT AGENCY MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445(a) AND AUTHORIZING THE EXECUTION OF OPTION AGREEMENT WHEREAS, the City Council on May 15, 2001 approved the 2001-02 Economic Development Plan which includes implementation policies. supporting economic diversification, business expansion, economic protection and preservation, and recreational opportunities; and WHEREAS, The Ranch property is located in Redevelopment Project Area 1, and includes 525 acres suitable to attain the aforementioned objectives; and WHEREAS, an Option Agreement is a suitable vehicle to allow the Agency an opportunity to complete due diligence activities prior to property acquisition; and WHEREAS, the lack of recreational opportunities and amenities is one of the conditions within the Project Area 1 which was found to create blight; and WHEREAS, there is inadequate funding within the City's General Fund or from other sources to acquire The Ranch; and WHEREAS, it would be in the best interest of the public to pursue acquisition of The Ranch property. NOW THEREFORE, BE IT RESOLVED by the La Quinta Redevelopment Agency as follows: SECTION 1. Pursuant to Health and Safety Code Section 33445(a), the La Quinta Redevelopment Agency finds that: (a) Entering into the Option Agreement for possible acquisition of The Ranch property will be of benefit to the Project Area and to the immediate neighborhood in which The Ranch is located. n (b) No other reasonable means of financing the Option Agreement at this time exist and alternative funds will not accumulate for that purpose in the near future. (c) The payment of funds for the Option Agreement and possible purchase of The Ranch will assist in the elimination of one or more blighting conditions inside the project area, including the lack of recreational facilities and opportunities, and is consistent with the implementation plan adopted pursuant to Section 33490. SECTION 2. The La Quinta Redevelopment Agency agrees to appropriate funding for and authorizes the execution of the Option Agreement for possible acquisition of The Ranch. PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta Redevelopment Agency held on this 16th day of April, 2002, by the vote to wit: AYES: NOES: ABSENT: ABSTAIN: TERRY HENDERSON Chairperson ATTEST: June S. Greek, Secretary City of La Quinta APPROVED AS TO FORM: M. KATHERINE JENSON, Agency Counsel City of La Quinta, California OPTION AGREEMENT By and Between KSL LAND HOLDINGS, INC., a Delaware corporation, as Seller and LA QUINTA REDEVELOPMENT AGENCY, a public body and corporate politic as Buyer Dated as of April 16, 2002 ATTACHMENT 1 ..; 615/015610-0048 270751.07 AM02 TABLE OF CONTENTS Page 1. Grant of Option; Condition of Property............................................................................1 2. Term..................................................................................................................................2 3. Escrow and Option Deposit.............................................................................................. 2 4. Recordation of the Memorandum of Option..................................................................... 2 5. Exercise of Option and Additional Deposit...................................................................... 2 6. Disposition of Option Deposit.......................................................................................... 2 7. Notices/Delivery............................................................................................................... 3 8. Investigations, Title, and Survey......................................................................................4 8.1 Investigations........................................................................................................ 4 8.2 Title....................................................................................................................... 5 8.3 Examination of Title and Survey.......................................................................... 6 8.4 Termination...........................................................................................................6 8.5 Waiver of Conditions............................................................................................ 6 9. Liquidated Damages.........................................................................................................6 10. Buyer's Remedies............................................................................................................. 7 11. Broker............................................................................................................................... 7 12. Limited Representations and Warranties of Seller; "As -Is" Sale ..................................... 7 12.1 Warranties True....................................................................................................7 12.2 Authority............................................................................................................... 8 12.3 Agreement Valid and Binding.............................................................................. 8 12.4 Government Action............................................................................................... 8 12.5 Hazardous Substances...........................................................................................8 12.6 Condemnation....................................................................................................... 8 12.7 No Litigation.........................................................................................................8 12.8 Service Contracts.................................................................................................. 9 12.9 Title....................................................................................................................... 9 12.10 Special Studies Zone.............................................................................................9 12.11 Delivery of Materials............................................................................................ 9 12.12 Leases 9 13. Buyer's Representations and Warranties........................................................................11 14. Entire Agreement............................................................................................................11 615/015610-0048 270751.07 AM02 -1- Page 15. Governing Law...............................................................................................................11 16. Assignment.....................................................................................................................11 17. Successors and Assigns...................................................................................................12 18. Attorneys' Fees...............................................................................................................12 19. Time................................................................................................................................12 20. No Joint Venture.............................................................................................................12 21. Severability.....................................................................................................................12 22. Counterparts....................................................................................................................12 23. Construction....................................................................................................................12 24. No Waiver.......................................................................................................................12 25. Additional Documents....................................................................................................12 26. Exclusive Rights.............................................................................................................12 27. Event of Force Maj eure ..................................................................................................13 28. Confidentiality................................................................................................................13 29. Incorporation...................................................................................................................13 V .• r 615/015610-0048 270751.07 AM02 -11- 01 OPTION AGREEMENT THIS OPTION AGREEMENT ("Agreement") is made and entered into this 16th day of April, 2002, (the "Contract Date") by and between KSL LAND HOLDINGS, INC., a Delaware corporation individually and as trustee and nominee under Land Trust Agreement dated December 22, 1993 ("Seller"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body and corporate politic ("Buyer"). RECITALS: A. Seller is the owner of certain real property situated in the City of La Quinta, County of Riverside, State of California, more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference (collectively, the "Real Property"). B. The Real Property, together with (i) any improvements located on the Real Property ("Improvements"), (ii) any tangible personal property located on the Real Property, and owned by Seller ("Personal Property"), (iii) all approvals, dedications, subdivisions maps and entitlements issued, approved or granted by any governmental agency or entity or otherwise in connection with the Real Property, and any and all development rights owned by Seller and related to or used in connection with the Real Property and its operation or the Improvements, and any and all licenses, permits, contracts and agreements for the Real Property ("General Intangibles"), is collectively hereinafter referred to as the "Property." C. Buyer wishes to have the option and right to purchase the Property upon the terms and conditions set forth in this Agreement and the Agreement of Purchase and Sale and Joint Escrow Instructions, the form of which is attached hereto as Exhibit `B" and incorporated herein by this reference ("Purchase Agreement"). D. Seller and Buyer hereby acknowledge and agree that they are entering into this Agreement voluntarily and not under any threat of eminent domain by Buyer. NOW, THEREFORE, in reliance upon the foregoing Recitals, and in consideration of the option payments, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: AGREEMENT 1. Grant of Option, Condition of Property. Seller hereby grants to Buyer the exclusive right and option to purchase the Property for the "Purchase Price" (as defined below) and upon the terms and conditions set forth more particularly in this Agreement and in the Purchase Agreement ("Option"). The Purchase Price for the Property shall be the amount of Forty Two Million Five Hundred Thousand Dollars ($42,500,000.00), subject to increase as provided in the Purchase Agreement. Seller hereby covenants and agrees that, during the Term (as defined in Section 2 below) of this Agreement, Seller shall operate and maintain the Property in substantially the same condition as existed prior to the Contract Date, ordinary wear and tear excepted. `) v v 615/015610-0048 270751.07 AM02 2. Term. The Option shall commence on the Contract Date and expire at 5:00 p.m., Pacific Time, on May 22, 2002 ("Term"). 3. Escrow and Option Deposit. Within two (2) business days following the mutual execution of this Agreement, the parties shall open an escrow ("Escrow") with Fidelity National Title Insurance Company ("Escrow Holder") by each delivering to Escrow Holder a fully executed counterpart of this Agreement and the Memorandum of Option, in the recordable form attached hereto as Exhibit "C" and incorporated herein by reference (the "Memorandum of Option"). Concurrently with Buyer's delivery of its executed counterpart of this Agreement and the Memorandum of Option, Buyer shall deposit with Escrow Holder an amount equal to One Hundred Thousand Dollars ($100,000.00) ("Option Deposit"). Failure of Buyer to timely deposit the Option Deposit as provided above, shall automatically terminate this Agreement and Buyer's rights under the Option. 4. Recordation of the Memorandum of Option. Upon Escrow Holder's receipt of a fully executed original of this Agreement, the Memorandum of Option, and Buyer's Option Deposit, Escrow Holder is instructed to immediately cause the Memorandum of Option to be recorded in the Official Records of Riverside County. In the event Escrow fails to close on or before the Closing Date for any reason other than a default by Seller, Buyer agrees to execute, acknowledge and deliver to Seller a quitclaim deed, substantially in the form attached hereto as Exhibit "E" incorporated herein by reference, or such other document as may be requested by Escrow Holder to remove the Memorandum of Option as an encumbrance to title to the Property. 5. Exercise of Option and Additional Deposit. So long as Buyer is not in default under this Agreement, Buyer may only exercise the Option (which exercise may occur at anytime during the Term), by timely giving written notice to Seller of Buyer's unqualified exercise of the Option and delivering with such notice, three (3) fully executed counterparts of the Purchase Agreement, and concurrently with the delivery of the executed copies of the Purchase Agreement to Seller, Buyer shall deposit with Escrow Holder an additional amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the "Additional Deposit") which, together with the Option Deposit of One Hundred Thousand Dollars ($100,000.00) will bring the total deposit with Escrow Holder to Two Hundred Fifty Thousand Dollars ($250,000.00). Seller shall immediately execute all three (3) counterparts of the Purchase Agreement upon receipt and shall, within three (3) business days thereafter, deposit one (1) fully executed counterpart of the Purchase Agreement with Escrow Holder and deliver one (1) fully executed counterpart of the Purchase Agreement to Buyer. In the event that Buyer exercises the Option, Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller upon all of the terms and conditions set forth in this Agreement (which shall remain in full force and effect as necessary to effectuate the provisions of the Purchase Agreement) and the Purchase Agreement. The Close of Escrow (as defined in the Purchase Agreement) shall occur on or before July 2, 2002, unless extended by Buyer as provided in the Purchase Agreement ("Closing Date"). 6. Disposition of Option Deposit. The Option Deposit shall (i) be timely paid by Buyer in cash or by check made payable to Escrow Holder in accordance with, as applicable, Section 3 above; (ii) be promptly placed by Escrow Holder in an interest -bearing account with interest accruing to Buyer's benefit; and (iii) be applicable to the Purchase Price if Buyer exercises the Option, subject to the terms of the Purchase Agreement. If Buyer does not exercise 615/015610-0048 270751.07 AM02 -2- C` 1 the Option, then, upon expiration of the Term, the Option Deposit shall be immediately released to Seller as option consideration, and the interest accrued thereon shall be paid to Buyer; provided, however, notwithstanding the foregoing, in the event that Buyer elects not to exercise the Option because of (i) an Event of Force Majeure (as defined in Section 27 below), (ii) Buyer's disapproval of any of the RTC Documents (as defined in Section 8.1(b) below), which disapproved RTC Document(s) have a materially adverse effect on the Property, (iii) a fraudulent misrepresentation by Seller which renders any Seller representation and warranty materially incorrect in whole or in part, or any other default by Seller hereunder, then the Option Deposit and the interest accrued thereon shall be immediately refunded to Buyer upon the expiration of the Term. If Buyer exercises the Option, then the Option Deposit shall be part of the "Deposit" as defined in the Purchase Agreement. 7. Notices/Delivery. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective upon the earlier of the following to occur: (a) when delivered to the recipient by personal delivery or by a commercial delivery service; (b) two (2) business days after deposit in a sealed envelope in the United States mail, postage prepaid by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) receipt of a legible facsimile transmission with confirmation of such receipt. All notices shall be addressed to the recipient as set forth below: If to Seller: KSL Land Holdings, Inc. 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Mr. Chevis Hosea Telephone: (760) 564-7146 Facsimile: (760) 564-8190 With a copy to: KSL Land Holdings, Inc. 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Legal Department Telephone: (760) 564-8023 Facsimile: (760) 564-8003 If to Buyer: La Quinta Redevelopment Agency 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 Attention: Mr. Mark Weiss Telephone: (760) 777-7031 Facsimile: (760) 777-7101 With a copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attention: M. Kathleen Jenson, Esq. Telephone: (714) 641-3413 615/015610-0048 270751.07 AM02 -3- 017 Facsimile: (714) 546-9035 If to Escrow Holder: Fidelity National Title Insurance Company 7344 Magnolia Avenue, Suite 275 Riverside, California 92504 Attention: Ms. Lisa Conlin Telephone: (800) 940-7794 Facsimile: (909) 637-1935 The foregoing addresses may be changed by written notice given in accordance with this Section. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or any legal holiday, or any day in which La Quinta City Hall is closed for business, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday, legal holiday, or day that La Quinta City Hall is closed for business. 8. Investigations, Title, and Survey. 8.1 Investigations. (a) From the Contract Date and continuing until 5:00 pm, Pacific Time, on May 22, 2002, or until Buyer elects in its sole discretion to exercise the Option, whichever shall first occur ("Investigation Period"), Buyer shall have the right (i) to examine, inspect, and investigate the Property, including, without limitation, conducting studies to determine the feasibility of Buyer's potential development of the Property, performing environmental, soils, and geologic investigations, as further described below and (ii) in Buyer's sole and absolute judgment and discretion, to determine whether the Property is acceptable to Buyer. Buyer's election in its sole discretion, to exercise the Option shall be deemed Buyer's approval and acceptance of all aspects of the Property, subject to the terms and conditions of the Purchase Agreement. Buyer's physical inspection of the Property shall be conducted during normal business hours at times mutually acceptable to Buyer and Seller. No invasive testing or boring shall be done without the prior notification of Seller and Seller's written permission of the same, which shall not be unreasonably withheld, conditioned or delayed. (b) At all times during the pendency of the Escrow, Buyer and its designated agents, employees, and independent contractors shall have the right to enter on the Property to the extent necessary to conduct its investigations including without limitation, obtaining information for appraisals, surveys, soils tests, environmental and physical assessments, including, without limitation, the environmental review procedures contemplated under the California Environmental Quality Act ("CEQA"), California Public Resources Code § 21000, et se ., archaeological audits, topographical information and all other data and information required by Buyer, in its sole discretion, related to its contemplated acquisition of the Property (collectively, "Third Party Reports"). Seller shall deliver to Buyer within three (3) business days following the Contract Date (i) the information and/or documents described on Exhibit "D", attached hereto and incorporated herein by reference, and (ii) all soils, seismic, geologic, drainage, toxic waste and environmental reports, surveys, grading plans, elevations and similar information with respect to the Real Property heretofore obtained by Seller which Seller has in its possession and/or control (including those certain documents obtained by Seller at the 615/015610-0048 270751.07 AM02 -4- EJ time Seller acquired the Property referred to by Seller as the "RTC Documents"). Subject to the express representation and warranty made by Seller set forth in Section 12 below, it is understood by the parties that Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information contained in Seller's files or in the documents produced by Seller, including, without limitation, any environmental audit or report. Buyer acknowledges and agrees that Seller and Seller's affiliates shall have no responsibility or liability for the contents and accuracy of such disclosures. In the course of its investigations, Buyer may make inquires to third parties, including, without limitation, municipal, local and other governmental officials and representatives and Seller consents to such inquiries. Buyer shall be responsible for obtaining all governmental approvals required in connection with any studies undertaken in connection with Buyer's investigation of the Property, at Buyer's expense. In the event Buyer elects not to exercise its Option and purchase the Property pursuant to the terms and conditions of this Agreement and the Purchase Agreement, then Buyer agrees to provide Seller with copies of all non-proprietary Third Party Reports, at no expense to Buyer. In exercising its right to investigate the Property, Buyer agrees to repair any damage it or its agents, employees, or independent contractors may cause to the Property and to otherwise restore the Property to its previous condition prior to any such studies by Buyer, all at Buyer's sole expense. Buyer further agrees to indemnify, defend and hold harmless Seller and the Property (which indemnification shall be effective for a period of two (2) months from the expiration or termination of this Agreement, provided Seller gives Buyer written notice of a claim for indemnity within such two (2) month period), from any and all costs, expenses, losses, reasonable attorneys' fees and costs, and liabilities (including, but not limited to, claims of mechanics' liens) incurred or sustained by Seller as a result of any acts of Buyer, its agents, employees, or independent contractors pursuant to the rights granted by this Section 8.1. (c) Buyer agrees that, prior to entering upon and commencing, any investigative activities on the Property, Buyer shall obtain or cause its consultants to obtain, at no cost to Seller, a policy of commercial general liability insurance (including coverage for contractual liability, premises operations, personal injury, broad form property damage and independent contractors) and a policy of comprehensive automobile insurance, covering any and all liability of Buyer and Seller with respect to or arising out of any investigative activities. Such policy of insurance shall include a provision requiring a minimum of thirty (30) days prior written notice to Seller of any change or cancellation and shall be kept and maintained in force during the period of time of any on -site investigations of the Property and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of Buyer, Buyer's employees, agents, contractors, suppliers, consultants, invitees, representatives or other related parties. Such policy of insurance shall have liability limits of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage liability and shall name Seller as an additional insured. 8.2 Title. In the event the Option is exercised by Buyer, Seller shall convey title to the Property to Buyer by a Grant Deed (as defined in and subject to the terms and conditions of the Purchase Agreement) subject only to (a) taxes for the current year which are not then due and payable; (b) any liens or encumbrances against the Property created, caused or approved in writing by Buyer; and (c) those exceptions which Buyer has approved (collectively, the "Approved Title Conditions"). 615/015610-0048 V t 270751.07 AM02 -5- 019 8.3 Examination of Title and Survey. Buyer acknowledges receipt of a current preliminary title report for the Property, together with legible copies of all instruments and documents referenced in said report and with all easements plotted (collectively the "Title Documents") prepared by Fidelity National Title Insurance Company ("Title Company"). Additionally, Buyer may obtain a survey of the Property prepared by a land surveyor duly licensed by the State of California and in compliance with ALTA/ASCM standards ("Survey") or an update to an existing Survey prepared for or on behalf of Seller, in a form acceptable to the Title Company for the deletion of the standard survey exception in the Title Policy (as defined in the Purchase Agreement) relating to boundaries. Seller shall be required to remove all monetary liens and encumbrances, including, without limitation, all encumbrances against the Property rendered after the date of the current preliminary title report referred to in the first sentence of this Section 8.3. Seller shall also be responsible for all yield maintenance, prepayment penalties and/or any other similar fees and charges required by any lender to remove existing financing encumbrances. During the term of this Option Agreement and, if applicable, during the term of the Purchase Agreement through the Close of Escrow, Seller shall not cause or permit any new exceptions or encumbrances to title without Buyer's prior written consent, which consent may be withheld in Buyer's sole and absolute discretion, excluding exceptions and/or encumbrances recorded against the Property as a result of the acts or omissions of Buyer. 8.4 Termination. If the condition of the Property or any title exception disclosed in the Title Documents and/or the Survey are disapproved by Buyer, or if Buyer, in its sole and absolute discretion, otherwise exercises its absolute right not to exercise the Option and to terminate this Agreement for any reason whatsoever, then, upon such termination, Escrow Holder shall deliver the Option Deposit to Seller; provided, however, any and all interest earned on the Option Deposit shall be refunded to Buyer in accordance with Section 6 above. Notwithstanding the foregoing or any other provision set forth in this Agreement or the Purchase Agreement to the contrary, in the event that Buyer terminates this Agreement as a result of an Event of Force Majeure or a Seller default under the terms and provisions of this Agreement, then, upon such termination, Escrow Holder shall deliver the Option Deposit and any and all interest earned thereon to Buyer in accordance with Section 6 above. In the event that this Agreement is terminated pursuant to this Section 8.4, all documents and any other funds deposited with Escrow Holder by the parties shall be returned to the party depositing same, neither party shall have any further obligations to one another regarding this Agreement or the Option except as otherwise expressly provided herein, and Buyer and Seller shall each pay one- half (%2) of any Escrow and title cancellation fees. 8.5 Waiver of Conditions. Buyer's right to review and approve of the matters set forth in Sections 8.1 and 8.3 above, are not conditions precedent to Buyer's right to exercise the Option hereunder. Buyer may waive approval of the matters set forth in Sections 8.1 and 8.3 and elect to exercise the Option, in Buyer's sole and absolute discretion. 9. Liquidated Damages. IN THE EVENT THAT BUYER FAILS TO TIMELY PERFORM ANY TERM OR PROVISION OF THIS AGREEMENT WHICH IT IS OBLIGATED TO PERFORM, OTHER THAN DUE TO (1) A DETERMINATION BY BUYER IN ITS SOLE AND ABSOLUTE DISCRETION TO NOT EXERCISE THE OPTION AND TO TERMINATE THIS AGREEMENT, OR (2) AN EVENT OF FORCE MAJEURE, OR (3) A DEFAULT OF SELLER, THE DAMAGES THAT SELLER WILL INCUR BY REASON 615/015610-0048 270751.07 AM02 -6- THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX. BUYER AND SELLER IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY BUYER HAVE AGREED THAT SUCH DAMAGES SHALL BE IN AN AMOUNT EQUAL TO THE OPTION DEPOSIT, WHICH DAMAGES SHALL BE RELEASED BY ESCROW HOLDER TO SELLER, UPON DEMAND, AS LIQUIDATED DAMAGES. SAID LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF AND FOR SUCH DEFAULT AND IN NO EVENT SHALL SELLER HAVE ANY RIGHT TO SPECIFIC PERFORMANCE NOR SHALL SELLER BE ENTITLED TO ANY DAMAGES (OTHER THAN THE OPTION DEPOSIT) FOR LOST OPPORTUNITY, LOST PROFITS, OR ANY OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES OF ANY NATURE. SELLER AND BUYER HAVE EACH PLACED THEIR INITIALS BELOW TO INDICATE THAT THEY HAVE READ, UNDERSTAND AND AGREED TO THIS LIQUIDATED DAMAGES PROVISION. "Seller" "Buyer" 10. Buyer's Remedies. If Seller fails to timely perform any term or provision of this Agreement that it is obligated to perform, then Seller shall be in default of this Agreement. Upon a default by Seller (i) Escrow Holder shall, upon receipt of Buyer's written instruction, immediately return the Option Deposit to Buyer and/or (ii) Buyer shall be permitted to pursue such remedies at law or in equity as may be available to it under California law, including, without limitation, an action for damages and/or specific performance. 11. Broker. Seller represents and warrants to Buyer, and Buyer represents and warrants to Seller, that no broker or finder has been engaged by either party, respectively, in connection with any of the transactions contemplated by this Agreement or the Purchase Agreement, or to its knowledge is in any way connected with any of such transactions. In the event of any such claims for brokers' or finders' fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the Purchase Agreement, then Buyer shall indemnify, save harmless and defend Seller from and against such claims if they shall be based upon any statement, representation or agreement made by Buyer, and Seller shall indemnify, save harmless and defend Buyer if such claims shall be based upon any statement, representation or agreement made by Seller. 12. Limited Representations and Warranties of Seller; "As -Is" Sale. Seller hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by Buyer has been made and the acquisition by Buyer of the Property pursuant to the Purchase Agreement will have been made in material reliance by Buyer on such covenants, representations and warranties: 12.1 Warranties True. Each and every undertaking and obligation of the Seller under this Agreement and the Purchase Agreement, if applicable, shall be performed by the Seller timely when due; and, subject to the provision set forth in the last paragraph of this Section 12 concerning Seller's obligation to supplement the representations and warranties set forth in this Section 12 in the event of a Subsequent Circumstance, all representations and 615/015610-0048 270751.07 AM02 -7- 0.w warranties of the Seller under this Agreement and its exhibits shall be true at the Closing as though they were made at the time of Closing. 12.2 Authority. Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has the right, power and authority to enter into this Agreement and the Purchase Agreement and to perform its obligations, as applicable, under this Agreement and the Purchase Agreement, and the person executing this Agreement and, if applicable, the Purchase Agreement, on behalf of Seller has the right, power and authority to do so. No approval, consent, order or authorization of or designation, registration or declaration with any governmental authority, is required in connection with the valid execution and delivery of and compliance with this Agreement and/or the Purchase Agreement by Seller. 12.3 Agreement Valid and Binding. This Agreement and, as applicable, the Purchase Agreement, constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. This Agreement and, as applicable, the Purchase Agreement, does not violate any provision of any material agreement or document to which Seller is a party or to which Seller is bound. 12.4 Government Action. Seller has not received any written notice from any governmental authority regarding the failure of the Property to comply with any codes, ordinances, statutes or other laws except as disclosed by the Purchase Agreement. 12.5 Hazardous Substances. During Seller's ownership of the Property, Seller did not place or cause to be placed, any Hazardous Substances (as defined below) on the Property which was not in compliance with all Hazardous Substances Laws (as defined below). No Hazardous Substances currently exist on the Property which is not in compliance with all Hazardous Substances Laws, except as may be disclosed on Exhibit "D". In addition, (A) the Property has not at any time been used for the purposes of storing, manufacturing, releasing, transporting or dumping Hazardous Substances; (B) no Hazardous Substances have been identified or released on or about the Property; and (C) no underground storage tanks, pipelines, clarifiers or wells or other structures containing Hazardous Substances have been or are located on the Property. 12.6 Condemnation. Seller has not received written notice of any pending or threatened condemnation proceeding that would affect the Property in any way whatsoever, except as may be disclosed on Exhibit "D". 12.7 No Litigation. There are no pending or threatened claims, allegations or lawsuits of any kind, whether for personal injury, property damage, property taxes or otherwise which materially affect the value of the Property or prohibit the sale thereof, nor to the best of Seller's knowledge, is there any governmental investigation of any type or nature pending or threatened against or relating to the Property. 615/015610-0048 270751.07 AM02 _g_ 12.8 Service Contracts. There are no service contracts, in writing or otherwise, relating to the Property which will survive the Close of Escrow or if they so survive, cannot be canceled upon thirty (30) days notice, without payment of any penalty or premium whatsoever. 12.9 Title. Seller, individually and as trustee and nominee for the benefit of KSL Oak Land L.P., a Delaware limited partnership ("KSL") and for the benefit of KSL Desert Resorts, Inc., a Delaware corporation ("Desert Resorts"), is now and at all times between the date hereof and Closing (as defined in the Purchase Agreement), inclusive, shall be the owner (either of record or beneficially) of (and Buyer will acquire hereunder) the entire right, title and interest in and to the Property to effectively vest in the Buyer good and marketable fee simple title to the Property, that Buyer will acquire the Property (and the Property will be on the Closing Date) free and clear of all liens, encumbrances, claims, rights, demands, easements, leases (other than as expressly set forth in the Purchase Agreement), agreements, covenants, conditions, and restrictions of any kind or character (including, without limitation, on the generality of the foregoing, liens or claims for taxes, mortgages, conditional sales contracts, or other title retention agreement, deeds of trust, security agreements and pledges) except for real property taxes not delinquent, and the exceptions to title approved by Buyer pursuant to Section 8.3 above. 12.10 Special Studies Zone. To the best of Seller's knowledge, the Property is not located within either a designated earthquake fault zone pursuant to California Public Resources Code § 2621.9 or a designated area that is particularly susceptible to ground shaking, liquefaction, landslides or other ground failure during an earthquake pursuant to California Public Resources Code § 2694. 12.11 Delivery of Materials. Seller does not have in its possession any soils, seismic, geologic, drainage, toxic waste or environmental reports, including without limitation any Phase One or Phase Two Environmental Site Assessments, surveys, grading plans, elevations or similar information with respect to the Real Property, except to the extent that such items have been or will be delivered by Seller to Buyer pursuant to Section 8.1(b) above. To the best of Seller's knowledge, none of the documents to be delivered to Buyer by Seller under this Agreement and/or the Purchase Agreement, if applicable, contain any materially incorrect or misleading statement or omission and nothing has been removed from Seller's files in contemplation of this transaction that is materially pertinent to the physical condition of the Property. 12.12 Leases. Except for (i) that certain Lease Agreement (Bull Barn), dated July 1, 1997, by and between Xochimilco Properties, Inc., a Delaware corporation, as trustee and nominee for KSL Desert Resorts, Inc. and KSL Oak Land, L.P., together as landlord thereunder, and MDS Consulting, a California corporation, as tenant thereunder, and (ii) that certain Agreement dated September 8, 1994, by and between KSL Recreation Corporation, and Dave Pelz Short Game School, there are no leases, in writing or otherwise, relating to the Property which will survive the Close of Escrow. All representations and warranties of Seller contained in this Agreement are limited to Seller's actual, present knowledge and mean only the actual, present knowledge of Chevis Hosea, Larry Lichliter, and Cynthia Zamorez without imputation thereto of the knowledge of any other persons or entities. Seller represents and warrants to Buyer that Chevis Hosea, Larry 615/015610-0048 270751.07 AM02 -9- 073 Lichliter, and Cynthia Zamorez are the individuals in Seller's employ most knowledgeable about the Property and are the custodians of all of Seller's documents relating to the Property. For purposes of this Section 12, all references to Seller's receipt of written notice shall mean Chevis Hosea's, Larry Lichliter's, or Cynthia Zamorez's receipt of written notice. For purposes of this Agreement, "Hazardous Substances" shall mean shall mean (1) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to, substances deemed as "hazardous wastes, "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ("TSCA"), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 9601, et seq.; the Clean Water Act ("CWA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et sec ., the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans and Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The Underground Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter 6.7, the Porter -Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively the "Environmental Laws"); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation, ordinance or common law doctrine, including any Environmental Law, now or hereafter in effect, including, but not limited to, (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) polychlorinated biphenyls (PCB's) and (I) ureaformaldehyde. "Hazardous Substances Laws" shall mean any federal, state, or local law, ordinance, regulation or guideline regulating, or imposing liability or standards of conduct concerning any Hazardous Substances. All representations and warranties of Seller set forth in this Agreement are made as of the date of this Agreement, as of the date of the Purchase Agreement, and as of the Closing (to the extent applicable). If Seller obtains actual, present knowledge (as defined hereinabove) of any act or circumstance which would change or render materially incorrect, in whole or in part, any representation or warranty made by Seller under this Agreement (a "Subsequent Circumstance"), whether as of the date given or any time thereafter through the Closing Date, Seller will give immediate written notice of the Subsequent Circumstance to Buyer, but such notice shall not release Seller of its liabilities or obligations with respect thereto. It shall be a material default if Seller is (i) unable to make the representations and warranties of Seller set forth in this Agreement and/or the Purchase Agreement, if applicable, truthfully as of the date of the Purchase Agreement and as of the Closing Date or (ii) if Seller or any of Seller's officers, directors, shareholders, participants, affiliates, employees, representatives, invitees, agents, consultants, or contractors (collectively, the "Seller Parties") causes a Subsequent Circumstance which renders -� 615/015610-0048 0 4 270751.07 AM02 -10- 00124 any Seller representation or warranty set forth herein materially incorrect. Notwithstanding the foregoing, in the event that any Subsequent Circumstance arises through no fault of Seller or any of the Seller Parties, then Seller shall not be in material default hereunder, and Buyer's sole remedy as a result thereof shall be Buyer's right to terminate this Agreement within ten (10) business days of Buyer's receipt of written notice of any such Subsequent Circumstance. Subject to satisfaction of the conditions set forth in Section 6 above, Buyer shall receive a refund of the Option Deposit upon Buyer's termination of this Agreement as a result of a Subsequent Circumstance. 13. Buyer's Representations and Warranties. Buyer represents and warrants to Seller that Buyer has the legal power, right and authority to enter into this Agreement. All requisite action has been taken by Buyer's governing board in connection with the entering into this Agreement. The individual executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by Buyer and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. 14. Entire Agreement. This Agreement, along with the attached Exhibits "A", `B", "C", "D", and "E", contains the entire agreement between the parties relating to the subject matter contained herein. Any oral representations of modifications concerning this instrument or its exhibits shall be of no force or effect, excepting a subsequent modification in writing, signed by the party to be charged. This Agreement supersedes any prior oral or written agreement between the parties relating to the subject matter contained herein. 15. Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of law. 16. Assignment. Buyer shall not assign this Agreement or any interest therein to any third party without Seller's prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Buyer may transfer and assign its rights and obligations under this Agreement, upon notice to Seller, but without Seller's consent, to the City of La Quinta, any public financing or joint powers authority in which Buyer is a member, or any other governmental agency or governmental instrumentality associated or affiliated with Buyer, in which event Buyer's liabilities and obligations hereunder or under the Purchase Agreement, if applicable, shall be binding upon such assignee, and Buyer shall be relieved therefrom. Seller shall have the right to assign its rights and obligations under this Agreement upon notice to Buyer, but without Buyer's consent, to an entity that is owned or controlled by or affiliated with Seller, as long as the transferee executes an assumption agreement in a form acceptable to Buyer in its reasonable discretion and provided that the transferee agrees to assume in full all of Seller's obligations under this Agreement applicable to the interest so transferred. Any assignment by Seller other than to an entity that is owned or controlled by or affiliated with Seller as described above, shall require the written consent of Buyer, which consent shall not be unreasonably withheld or delayed. Any purported assignment in violation of the terms of this Agreement shall be void. V Z J 615/015610-0048 270751.07 AM02 -1 1- 17. Successors and Assigns. Subject to Section 16 above, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. 18. Attorneys' Fees. Should any litigation be commenced between the parties hereto concerning this Agreement, the party or parties prevailing in such litigation, shall be entitled, in addition to such other relief as may be granted, to its expert witness fees and reasonable attorneys' fees and costs. 19. Time. Time is of the essence of this Agreement. 20. No Joint Venture. Nothing in this Agreement, including the exhibits, or in the performance of this Agreement, shall create or be deemed to create a partnership or joint venture relationship between the parties hereto. 21. Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which shall remain in full force and effect as if this Agreement was entered into without including any such part, or portions which may, for any reason, be hereafter declared invalid. 22. Counterparts. This Agreement may be executed in several original counterparts, each of which and all together will constitute this Agreement in its entirety. 23. Construction. Headings at the beginning of each section and subsection are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to sections and subsections are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference. Capitalized terms not otherwise defined in this Agreement, shall have the meanings as set forth in the Purchase Agreement. 24. No Waiver. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any other breach or default, and no delay or forbearance by either party hereunder in enforcing any of its rights or remedies shall be deemed a waiver of any such rights or remedies, unless such waiver is embodied in a writing signed by the authorized representative of the party to be bound. 25. Additional Documents. Each party agrees to perform any further acts and to execute and deliver such further documents which may be reasonably necessary to carry out the terms of this Agreement. 26. Exclusive Rights. Seller acknowledges and agrees that, during the Term of this Agreement and, if applicable, during the term of the Purchase Agreement, Seller shall not continue to market the Property and/or negotiate with other potential purchasers of the Property ("Third Party Buyers"), including, without limitation, Seller shall not pursue back up offers and/or contracts with any such Third Party Buyers, during the Term of this Agreement or during the time that the Purchase Agreement is in effect. 0 4 t 615/015610-0048 270751.07 AM02 -12- o 27. Event of Force Majeure. As used in this Agreement and, if applicable, the Purchase Agreement, an "Event of Force Majeure" shall mean and refer to any cause that is beyond the control and without the fault of Seller, Seller Parties, Buyer, Buyer Parties, and/or the City of La Quinta, including, without limitation, acts of God, inclement weather, earthquakes, fires, casualties, labor or materials shortages, strike, war, acts of civil or military authorities or the public enemy, governmental delays or moratoria. 28. Confidentiality. Buyer and Seller agree and acknowledge that some of the information, documents and materials (collectively, "Information") provided to or made available to Buyer by Seller or to Buyer's agents is proprietary and confidential in nature and will be delivered to or made available to Buyer solely in connection with Buyer's purchase of the Property. Buyer agrees not to disclose any of such confidential Information or any of the provisions, terms or conditions thereof, to any person; provided that Buyer shall have the right to disclose such Information with respect to the Property and this Agreement to Buyer's consultants, attorneys or accountants employed by Buyer to review such Information, provided that prior to any disclosure of such Information to any of Buyer's consultants, attorneys, accountants, Buyer shall advise such parties, to keep any such Information confidential and to otherwise comply with the terms and conditions of this Section 28. Notwithstanding the foregoing, Seller hereby acknowledges and agrees that, Buyer is subject to, among others, the California Public Records Act (California Government Code Section 6250 et seq.) (the "Public Records Act") and, in order to facilitate Buyer's compliance with this Section 28, to the extent that Seller contemplates that any Information is confidential, Seller shall clearly mark the confidential document(s) with a "confidential" mark. All Information, whether marked confidential or not, may also be disclosed as required by applicable law, including, without limitation, the Public Records Act, or as is reasonably necessary in the event of litigation between Buyer and Seller, or as reasonably necessary for either party to pursue necessary governmental permits and approvals. Buyer shall immediately return all of the Information, including copies thereof which were provided to or made by Buyer, and without any representation or warranty, all copies of any studies, reports or test results obtained by Buyer in connection with its inspection of the Property, on the first to occur of (a) such time as Buyer determines that it shall not acquire the Property, or (b) such time as this Agreement shall terminate for any reason. 29. Incorporation. Exhibits "A", `B", "C", "D", and "E", each as attached to this Agreement, are incorporated herein and made a part hereof. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.] y.� 615/015610-0048 270751.07 AM02 -13- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel "BUYER" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By:_ Name: Its: [SIGNATURES CONTINUED ON THE NEXT PAGE.] 615/015610-0048 270751.07 AM02 -14- [SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.] "SELLER" KSL LAND HOLDINGS, INC., a Delaware corporation By: Name: Its: President KSL LAND HOLDINGS, INC., a Delaware corporation, as trustee and nominee for the benefit of KSL OAK LAND L.P., a Delaware limited partnership and KSL DESERT RESORTS, INC., a Delaware corporation By:_ Name: Its: President 4-il 270751.07 AM02 -15 - 0' . t� ACKNOWLEDGMENT OF ESCROW HOLDER AND TITLE OFFICER The undersigned hereby agrees to proceed in accordance with the terms of this Agreement and the Purchase Agreement. Fidelity National Title Insurance Company Bv: Name: Title: Escrow Officer Bv: Name: Title: Title Officer 615/015610-0048 270751.07 AM02 -16- F.XTNTRTT "A" LEGAL DESCRIPTION THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 EXHIBIT "A" TO OPTION AGREEMENT � . f 615/015610-0048 e 1 of 1 270751.07 AM02 Page C, 31 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89055'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 85 TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. 615/015610-0048 Page 2 of 2 270751.07 "02 g 0 3 PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69. FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 91 TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°50'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE 615/015610-0048 Page 3 of 3 270751.07 AM02 g 033 0 5 -1 SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83°02'52" EAST, 151.56 FEET; THENCE NORTH 44058'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89051'25" EAST, 767.06 FEET; 0 1 615/015610-0048 270751.07 AM02 Page 4 of 4 Cl 3 4 THENCE SOUTH 41015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00" WEST, 68.00 FEET; THENCE NORTH 40035'00" WEST, 111.50 FEET; THENCE NORTH 40050'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19035'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13055'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58015'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST, 108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63°25'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID, POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88°20'00" WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE 615/015610-0048 Page 5 of 5 270751.07 "02 g 0 3 5 CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7°05'00" WEST, 293.00 FEET; THENCE NORTH 45°45'00" WEST, 143.00 FEET; THENCE NORTH 53°25'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74°58'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: 615/015610-0048 270751.07 AM02 v :l Page 6 of 6 NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °34'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34°37'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013' 54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST, 420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89053' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 °23'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MAE A PART HEREOF. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15' 00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13 ° 19'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28" 05; 615/015610-0048 Page 7 of 7 270751.07 AM02 g u 3'7 AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. } 615/015610-0048 Page 8 of 8 270751.07 "02 g 033 SCHEDULE 661" [SEE ATTACHED DEPICTION] 615/015610-0048 270751.07 AM02 SCHEDULE "1" 039 Apr-12-02 11:15am From-RUTAN & TUCKER LLP, + T-758 P.02/12 F-800 SHEET 1 OF 8 SHEETS _ _ _.a-.--_.._ S�J���: rff ACT INO. 'fir 1 t CETRINO C CITRUS S E SH0�T 3 1 - I TRACT Jam- 240F3D PAR. rt IA1/ENUE $ 1 t PAR. B t �I PARCEL 12 i I PAR. PAR-1 t 1 t ( ALL wERIC N CMN& N 1P- ISO PAR. C 11 t z W6W v � 1 � 1 1 1 PAR EL SwAL l i, — I 1 _ �lrriaa �aw•#�F �.a� ARGEL D j , rL AVE 54 —/ PREPARED uNDER THE SuPEWS10N OF: ���p.�, LAA&q s h � G NCKRIS J. BE H, G.S. 88 O 5W * Egp 12-31—� . o . ibi 7r7A wl fin.,• `sr �`r I c . V % 19 wma 18&7n4ma OF&AMP"41EsS Il(�r�f1EE3i �y�vfTclaa SCHEDULE "I" TO LEGAL DESCRWTION PAGF- ] OF 8 04-12-02 11:12 RECEIVED FROM:+ pRojECT BOUNDARY MARCEL LINE AWACENT LOT NO. 13 PARCEL NO. wtTHiN PROJECT ai '.P�iR�-s� n,6-o1 a-e-02 05k 4,0 P-02 Apr-12-02 11:15am From-RUTAN & TUCKER LLP, + T-758 P.03/12 F-800 SHEET 2 OF 8 SHEETS c iTR U hhiid - AVENUE 52 o CETRIN=464349 N (06'19'E 55.00' - RZ1945 QL' N 89 S5'34 E 633.19 — t 1586.34- 170#.605• — ` N B�'S5'3 E :n 'r, a_464 '49' q`_-152.26" PARCEL A +�V �' :T-- PARCEL 2 � N $9"514Tt 1)21.41' 0 SCALE. N 8'fl5'0C' E �c � T 5• - ��� � N 7T�Qp�w 0=1DS45'I��- e .oa• R=90.00' eiR=47.QQ' 1-=153-55' -� P 4=86.75 �� •¢ o ! N 75 � 4-7730'Mr ho �' C � +� ' ��` R=135 00' mcp !Rm I o� L-182 fill °° CPOSEE SHED` 5Eo PREPARED UNDER THE SUPERVISION OF: ,L LAAO DROJEOT 33UNDAR7 NE �� AD.IAGENT LOT NO r-mRIS J BER . L.S. 8 ,� w PARCEL NO. WITHIN PRO.;ECT Ems. �2-3�-03 Debt# 3 q=� Jj ,R +-••�- Far GAL�F ,.� �•�+-spa I F • • a � s �ra�an�A �►AMM1i Ehys{psi iw�Vs�d�i 1 P hP1k —d1� —a2 i-9- SC�i��UL1r "1" TO LEGAL ]DESCRIPTION r; PAGE 2 OF 8 AA•� 3 `� 1 04-12-02 11:12 RECEIVED FROM:+ P-03 Apr-12-02 11:16am From-RUTAN & TUCKER LLP, + T-758 P.04/12 F-800 i SHEET 3 Or S SHW - 1 =4 4J•�„ RAC 7 J\10. 240""FH-) N13- r 1 -3--"')' 2 Q AVENUE 52 *> 4� 4, R=2055 00` L=l-78.53' J� 1 -- ._.-- - - PARCEL A'�8j w PARCEL j SEE SWEET I 5 PREPARED UNDER THE SUPERVISION OF_ DATE CNRIS J BER . L-S- 6&88 aos.. a1.1wa.�w�i •R4rt� 114 TV Tom 7-pqww-mW* s►a1�r.EfS EIi41wENIL s iURv9Yosi SCALE: — 40C uj m ALL AM ER I CAN CANAL N-A_P- SEE SN EST 6 A mROJECT BOUNDARY 1 5ARCEL LINE x � u L.S. 6556 ADJACENT L01 NO �r tiP 12_31- * PARCEL NO. wiThIN PROJECT SC EDl11_ TO J,EGAL DfSCMPTION PAGE 3 OF S 04-12-02 11:13 RECEIVED FROM:+ 0 j e 4 -) P•04 12 Apr-12-02 11:1Sam From-RUTAN & TUCKER LLP, + T-758 P•05/12 F-800 SHLL1 4 Ut d tihLL I:: AVENUE 52 PARCEL. 815 Do e=1 �•o9'z�� N 0 D8'35�w .00' L=7E. _B- ' N 89'51-25'E 89 5i 25 E y N $9'51 250E 1081.86' ff PARCEL A � r R=241 {}�' A=1'41'2$" SCALE' N=291-M' r~ I" ! 400' PARCEL-�. r (P AVENUE 52 ` � � y Ii� IJ1.17'7�' �• � �� 0' „ — R-291 00' s � b=13'17'09=�-PARCED. 8 L-1678.53 1 R=2055.00 N 39 51 '2r-- E0 �. 71 L=476 517 N 89'S1'25 E `'1793.3' 1�5.06' l 4 p r Do, - PARCEL A `~' 2.62' 767� N BTS1 N 8g 51'257E ! 2642.15' PARCEL 2 I cn uJ r-"rf ALL AMERICAN � CANAL. N.A.P. 4 2fi33.43' I N 89' 75- SESHEET5 PREPARED UNDER THE SUPERVISION OF: 4ifi- ctiRiS J. BERG L_S. 6519A IIIlir s.GN .».ta W, 740awA «Pp5Rll 4"spwcssi SUAViTQui 314`1 a.=7746'26"--, R^ 171.00' PAR, . 4- co T �y rVA i PAR. c 30_02' — N 2' 12'4a'w 130 09--� SEE SHEET S SCH�j3UL.E "1" TO LEGAL.. DESCWTION PAG-F 4 OF 8 04-12-02 11:13 RECEIVED FROM:+ 60 04 In W 1 LEGEND -- PROJECT QOuNDARY PAPCEL LINE AWACENI LOT NO_ PARCEL. NO_ WITHIN PROjECI Al U U 043 P■05 + T-758 P-06/12 F-800 SHEET 5 OF E ShEk j3 Apr-12-02 11:17am From-RUTAN & TUCKER LLP, A=77'301T N 75-5500"E SEE SHEET 2 N �$ $�PRe R=135.00 wL=1B2.63 N 6 ALL AmERICAN ~ i 50'OD" w a •50*oopw 18700, N 6, a0'00-w CANAL N .A. P - MAD o ---Ile o �02o. w N 740'OTW N 4'40.w E SCALE: 1'. =40Q' k � � ii 163 0 J-Qcr w 59.00* a=7725'nr" R=70.00' L=88.47' "' }�00p`F 11.Oo' PARCEL 2 .50 I m S5 'a�0 — l At - coot": �� u f��00'UO•E ;. ,jl I Q' 'I I rn S z i i A.- -5�. E 1 /4 F-OR - - 05 89'55'01E- 1- - A. 140 LLI uj i R-636 20'=:�3G'�D' I36740'00' W 162.50' L_ 3hb 05' N 75735'00" w 93..:10• N 050'00"w 115.50' ---- � } N 4a.35•D0"yr 111.50' w N 351 T w EB-00' N 74'00'0w 1 a8.00• i , ,:� Q. N 6a 30•0 w 5.�7 -� I � r SEE SHEET 8 R=636 20' PREPARED UNDER THE SUPERVISION OF- LPL LAAf s L Lm6ZS ;6 � ,y_ G� PRO.'EC'.T BOUNDARY � LI �PARCEL LINE � �' ADJACENT 1_C7 NO GHRIS J- BERG L S3. 6 UAL a � 6su Esp. 12-31-03 vr PARCEL NO WITHIN PRO.IECi tY CAL%5 �«�N#ss sti9�r�Fas sy�v��o*s SCSCHEDULE ►.3" TO LEGAL JWSCRIPTION PACE 5 OF 8 0G. C. 4 ' 04-12-02 11:14 RECEIVED FROM:+ P.06 Apr-12-02 11:1Tam From-RUTAN & TUCKER LLP, + T-758 P.07/12 F-800 SHEET 6 OF 8 SHEETS i SEE SHEET 4- PARCEL 2 � � WAR. � 60" � ALA. AM E R I CAN" y CANAL N i� � c;, ► N 2.12-4-C w 130.05 �• V7 �A an N 89'S3 3 4 232. 5 R-236_48' t i A' PARCEL C C-4 43 l �,.. N 89'55'03- E 10.00, ��`° PARCEL I 3 1 a=28'3a'Oa' R= 6s5.20' .� 'L ,� j I I1 n-5Ea4'00" R-716.20' I =7�$_58' SCALE: SEESEEI SHEET S SEE SHEET 7 PREPARED UNDER THE SUPERvISION 0F: �L LAV s L - N D J. � PROJECT BOUNDARY `� �' �`•p� PARCE_ LINE 4 4 z AD.jACEf� i LO NO CHRIS .I BERM. L- • V8 EVEt �s 658e it PARCEL NO. WiTH4N PROACY Esp 12-31-03 1508114 ol M41�FV� r h, •� 7Y�77i�1 C. c r _ . /� 7pP7�1'w177 �L�7�MEli ■i��lKsiai sv�1Ii10Ri � �g7 aia�+P�Nf1PaA2- \ r+B-OE TO LsCUME -I EGAL LEGAL DESCRIPTION P.AGI� b OF 8 04-12-02 11:14 RECEIVED FROM:+ 0 6 C45 P.07 021 Apr-12-02 11:18am From-RUTAN & TUCKER LLP, + T-758 P-08/12 F-800 SHEET T OF E SHMS SEE SHEET 6 1 l --- — � � tit 114' i --T—� c rf I- T PARCEL C VAR � � �- 140' fj SON STREW } ; N 1-23'37f w ��Q.Oi' YAR. l iPARCEL 3, PARCEL. a. �_� , F.., W UE U. N 44 58'4T 1 _ !i1 12514-64' 151 �? 1"65' < 001 i'59'2 ��'W N 9313157,ti { SCALE: &S 04 t 9 171 1" =4OQ' I N 8759'25"w N 89,60,56"--26d7-64 I —DETAIL "A"- scAM 1r200 w PARCEL. C — cn t PARCEL 3 � l 6� `A" ABOVE - YAR. SEE MAIL � l +LIGG-00' i758'44-W 5', Q 00' PARCELD & �t W591Y jW 2514,64' 1 N ST59'23" W 2647.64' G/L AVLNUL Dff ;�.51- PREPARED UNDER TKL SOPEWISION OF: �,� ,LA1Ln s 4 U X CHRIS aj. BERG L.5. 6.5 FOgig ��w7M'T/1#17 a .. a a.& vas rn�. t}A��l�i ir�411sEER5 1iia�i�4Rf St E ~1n TO LF CAL pF-SCRIPTION PAGE 7 OF 8 t c — PRO.jEC T aou.xarPY PARCEL LINE ADJACENT LOT NO PAKEL NO- WITHIN FROJEC'1 t a-s—'2 "Q 6 ,-, C40 04-12-02 11:15 RECEIVED FROM:+ P•08 Apr-12-02 11:18am From-RUTAN & TUCKER LLP, + T-758 P.09/12 F-800 SHEET a ai b �eltLI PARCEL 211 Qa 1-13 p=28'3Q'QQ R=656.20• �o L=326_41' SCALE- E R=776 20, � PARCEL 3 r� f f U) ti I W � aj �24'AO q� R=1492.40' L=155,10' j I 'Y zz� PARCEL D a� N 74 58'44'W 50.00• R=1372.40� RAD 48.D0' R- l oo.m _20' N ST59'23' w 2514_s4' �-- = 7 3 .3 1 4• N 8T53'2�' w 2647 ,64' 462 84 89'3-'5T E 2695 79' PREPARED UNpSR THE SUPERvtStoN Of: LAup 41 GHRiS . 6ERG . E-S b B * E•P. 12-31-03 9", r!LF CAQ��LaMM4s� ks iWiYifO�L .C/L AVENUE 4 %r /0/195JOrb scuamg .. , TO LEGAL DESCRIPTION f AG1= 8 Of 8 GENIC PROJECT BOUNDARY - PARCEL UNE D AD�F,C C N i L4 : No - ]a PARCEL NO- WlTt1IN FROJEC 0 C' 4 04-12-02 11:15 RECEIVED FROM:+ P•09 EXHIBIT `B" FORM OF PURCHASE AGREEMENT (See Attached) EXHIBIT "B" 615/015610-0048 270751.07 AM02 TO OPTION AGREEMENT EXHIBIT "B" AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS By and Between KSL LAND HOLDINGS, INC., a Delaware corporation, as Seller and LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic as Buyer Dated as of May , 2002 615/015610-0048 270736.07 AM02 n TABLE OF CONTENTS Page 1. Definitions.........................................................................................................................1 2. Sale of Property; Purchase Price.......................................................................................2 2.1 Sale of Property; Condition of the Property.........................................................2 2.2 Purchase Price....................................................................................................... 2 3. Escrow; Closing Conditions.............................................................................................3 3.1 Escrow...................................................................................................................3 3.2 Closing Date..........................................................................................................3 3.3 Buyer's Conditions to Closing..............................................................................3 3.4 Buyer's Termination of this Agreement............................................................... 4 3.5 Seller's Conditions to Closing.............................................................................. 5 3.6 Title and Title Insurance....................................................................................... 5 3.7 Closing Costs and Charges...................................................................................6 3.8 Deposit of Documents and Funds by Seller.......................................................... 6 3.9 Deposit of Documents and Funds by Buyer......................................................... 7 3.10 Delivery of Documents and Funds at Closing ...................................................... 7 3.11 Prorations and Adjustments..................:...............................................................8 4. Subdivision and Development Bonds; Off -Site and On -Site Improvements ................... 8 5. Delivery and Possession...................................................................................................9 6. Commissions.....................................................................................................................9 7. Risk of Loss....................................................................................................................10 8. Condemnation.................................................................................................................10 9. Seller's Representations and Warranties; Indemnification.............................................10 10. Buyer's Representations and Warranties........................................................................11 11. "As -Is" Sale; Waiver.......................................................................................................11 12. Default.............................................................................................................................12 12.1 Liquidated Damages...........................................................................................12 12.2 Buyer's Remedies...............................................................................................13 12.3 No Contesting Liquidated Damages...................................................................13 13. Waiver of Trial by Jury...................................................................................................13 14. Attorneys' Fees...............................................................................................................13 15. Notices............................................................................................................................13 615/015610-0048 270736.07 AM02 -1- C',a' 0 Page 16. Amendment; Complete Agreement ................................................................................15 17. Governing Law...............................................................................................................15 18. Severability.....................................................................................................................15 19. Counterparts, Headings, and Defined Terms..................................................................15 20. Time of the Essence........................................................................................................15 21. Waiver.............................................................................................................................15 22. Third Parties....................................................................................................................15 23. Additional Documents....................................................................................................16 24. Independent Counsel.......................................................................................................16 25. Legal Parcel....................................................................................................................16 26. [INTENTIONALLY DELETED.]..................................................................................16 27. [INTENTIONALLY DELETED.]..................................................................................16 28. Assignment.....................................................................................................................16 29. Successors and Assigns...................................................................................................17 30. Exhibits...........................................................................................................................17 31. Reservation of Property..................................................................................................17 32. Binding Effect.................................................................................................................17 33. Survival...........................................................................................................................17 34. Confidentiality................................................................................................................17 35. Event of Force Majeure..................................................................................................18 615/015610-0048 270736.07 AM02 EXHIBIT "B" FORM OF AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made as of May _, 2002 ("Contract Date"), by and between KSL LAND HOLDINGS, INC., a Delaware corporation individually and as trustee and nominee under Land Trust Agreement dated December 22, 1993 ("Seller"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Buyer"). RECITALS: A. Seller is the owner of certain real property located in the City of La Quinta, County of Riverside, State of California, more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Real Property"). B. Pursuant to that certain Option Agreement dated April 16, 2002 (the "Option Agreement"), Seller granted to Buyer an option to purchase the "Property" (as defined in the Option Agreement). By execution of this Agreement, Buyer has exercised its option to purchase the Property. The terms of the Option Agreement are hereby incorporated herein by reference and remain in full force and effect as necessary to effectuate the terms and provisions of this Agreement. C. The purpose of this Agreement is to provide for the purchase and sale of the Property, on the terms and conditions herein provided, pursuant to Buyer's exercise of the Option granted by Seller under the Option Agreement. D. Seller and Buyer hereby acknowledge and agree that they are entering into this Agreement voluntarily and not under any threat of eminent domain by Buyer. E. The effective date of this , Agreement (the "Effective Date") shall be the date upon which it is signed by Buyer and Seller and delivered to Escrow Holder. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: AGREEMENT: 1. Definitions. All capitalized terms used herein, if not otherwise defined herein, shall have the meanings ascribed to them under the Option Agreement. Of 615/015610-0048 270736.07 AM02; 5 2 2. Sale of Property; Purchase Price. 2.1 Sale of Property; Condition of the Property. Seller shall sell the Property to Buyer, and Buyer shall purchase the Property from Seller, for the Purchase Price and on the terms and conditions specified in this Agreement. From and after the Contract Date through and including the Close of Escrow, Seller shall operate and maintain the Property in substantially the same condition as existed prior to the execution of this Agreement, ordinary wear and tear excepted. 2.2 Purchase Price. The Purchase Price in the amount of Forty -Two Million Five Hundred Thousand Dollars ($42,500,000.00), subject to increase as provided in Section 3.2 below, shall be payable as follows: 2.2.1 Deposit. Buyer has deposited with Escrow Holder a deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the "Deposit"), which Deposit consists of a One Hundred Thousand Dollar ($100,000.00) Option Deposit, previously deposited by Buyer in accordance with the Option Agreement and a One Hundred Fifty Thousand Dollar ($150,000.00) deposit which Buyer is depositing concurrently herewith (the "Additional Deposit"). 2.2.2 Disposition of the Deposit. In the event that Escrow closes in accordance with this Agreement, the Deposit shall be credited towards the payment of the Purchase Price on the Close of Escrow. In the event that Buyer, in its sole and absolute discretion, terminates this Agreement as a result of (i) a failure of a condition precedent as set forth in Sections 3.3.1 through 3.3.6, inclusive, of this Agreement, (ii) an Event of Force Majeure (as defined in Section 35 below), or (iii) a default by Seller, the Deposit and all interest accrued thereon shall be refunded to Buyer in accordance with the provisions set forth in Section 3.4 of this Agreement. Notwithstanding the foregoing, in the event that Buyer, in its sole and absolute discretion, terminates this Agreement as a result of a failure of the condition precedent set forth in Section 3.3.3 which failure arose from a Subsequent Circumstance (as defined in the last Paragraph of Section 12 of the Option Agreement), then Buyer shall be entitled to a refund of the Additional Deposit, and all interest accrued thereon, and Seller shall retain the Option Deposit. In the event that the escrow contemplated by this Agreement does not close for any other reason than as specified in the preceding sentence (including, without limitation, if Buyer, in its sole and absolute discretion, elects to terminate escrow for any reason other than as specified in the preceding sentence), Seller shall be entitled to the Deposit in accordance with the provisions set forth in Section 3.4 of this Agreement. 2.2.3 Balance. Buyer shall deposit into Escrow an amount (`Balance"), in immediately available federal funds equal to the Purchase Price (as adjusted pursuant to Section 3.2 below, if applicable) minus the Deposit, and adjusted by the amount of any credits due to Buyer or any items chargeable to Buyer under this Agreement. Buyer shall deposit the Balance into Escrow (after satisfaction of all closing conditions) no later than one (1) business day before the Closing Date or such earlier date as may be reasonably required by Escrow Holder to comply with all applicable laws, such that Escrow Holder will be in a position to disburse the cash proceeds to Seller on the Closing Date. 07 615/015610-0048 270736.07 "02 -2- 153 3. Escrow; Closing Conditions. 3.1 Escrow. Upon the execution of this Agreement by Buyer and Seller, and the acceptance of this Agreement by Escrow Holder in writing, this Agreement shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder to open an escrow ("Escrow") for the consummation of the sale of the Property to Buyer pursuant to the terms of this Agreement. Upon Escrow Holder's receipt of the Deposit and Escrow Holder's written acceptance of this Agreement, Escrow Holder is authorized to act in accordance with the terms of this Agreement. Buyer and Seller shall execute Escrow Holder's general escrow instructions upon request; provided, however, that if there is any conflict or inconsistency between such general escrow instructions and this Agreement, this Agreement shall control. Upon the Close of Escrow, Escrow Holder shall pay any sum owed to Seller with immediately available federal funds. 3.2 Closing Date. The Escrow shall close ("Close of Escrow") on or before July 2, 2002 (the "Closing Date"), provided that all conditions precedent to the Close of Escrow applicable to the Property as set forth in this Agreement, have been satisfied or waived by the party intended to be benefited thereby. Notwithstanding the foregoing, Buyer shall have the right, exercisable in Buyer's sole discretion, to extend the Closing Date for up to four (4), thirty (30) day extensions (the "Closing Date Extension(s)"). The Closing Date Extension(s) must be exercised by Buyer giving Seller and Escrow Holder written notice of such election to extend, at least two (2) business days prior to the then current Closing Date. The Closing Date Extension(s) must be exercised consecutively and may only be exercised one at a time. In consideration for the granting of the Closing Date Extension(s), the Purchase Price shall be increased by the amount of Two Hundred Twelve Thousand Five Hundred Dollars ($212,500.00) for each of the thirty (30) day Closing Date Extension(s) exercised by Buyer (the "Closing Date Extension Fee(s)"), resulting in a potential increase in the Purchase Price of Eight Hundred Fifty Thousand Dollars ($850,000.00) in the event Buyer elects to exercise all four (4) Closing Date Extension(s). Notwithstanding the foregoing Closing Date Extension(s), in no event shall the Closing Date be extended and the Close of Escrow occur later than October 31, 2002. 3.3 Buyer's Conditions to Closing. The Close of Escrow by Buyer is subject to and contingent on the satisfaction of each of the following conditions, or waiver of same by Buyer in writing in Buyer's sole discretion: 3.3.1 Title Policy. The Title Company's commitment to issue or the issuance of the Buyer's Title Policy complying with the requirements of Section 3.6.2 below. 3.3.2 General Conditions. Seller having performed and satisfied all agreements and covenants required by this Agreement and/or the Option Agreement, to be performed by Seller prior to or at the time of the Close of Escrow. 3.3.3 Representations and Warranties. All representations and warranties of Seller contained in the Option Agreement and this Agreement shall be true and correct as of the date made and as of the Close of Escrow with the same effect as though such representations and warranties were made at and as of Close of Escrow. 615/015610-0048 270736.07 AM02 _3_ G5x 3.3.4 Covenants. Seller shall have performed and satisfied all agreements and covenants required hereby to be performed by Seller prior to or at the Close of Escrow. 3.3.5 Wall Improvements. Seller hereby acknowledges and agrees that Seller is obligated to construct certain wall improvements in connection with its development of certain real property, all as more particularly described in Exhibit "F", attached hereto and incorporated herein by reference. As consideration for Buyer's obligations hereunder, Seller hereby agrees to complete the wall improvements by the later of (i) the date that is six (6) months after the Close of Escrow, (ii) the date that is six (6) months after the date that this Agreement expires or is otherwise terminated, or (iii) the date that is six (6) months after the date that the owner of fee title to the real property upon which the wall improvements are to be constructed, grants permission for Seller to construct the wall improvements thereon. Seller's completion of its obligations hereunder concerning the wall improvements shall be evidenced by a final inspection by the appropriate agency of the City of La Quinta. If Seller does not complete the wall improvements within six (6) months of the date that this Agreement expires or is otherwise is terminated, then Buyer shall be entitled to a refund of the Deposit and Seller shall not be relieved of its obligation to construct the wall improvements; provided, however such six (6) month time period shall be extended if Seller is unable to complete the improvements within the six (6) month period because of an Event of Force Majeure (as defined in Section 35 below) so long as Seller diligently pursues the completion of the wall improvements. 3.3.6 Estoppel Certificate; Termination of Pelz Lease. Seller shall obtain and deliver the originally executed Estoppel Certificate described in Section 3.8.2 below. Seller hereby represents, warrants, and agrees that, as of the Close of Escrow, that certain Agreement dated September 8, 1994, by and between Dave Pelz Short Game School and KSL Recreation Corporation, as amended (the "Pelz Agreement") shall be of no force or effect whatsoever, and that Seller shall deliver to Buyer fee title to the Real Property free and clear of any possessory interest created by the Pelz Agreement. Seller also represents and warrants to Buyer that, regardless of whether Buyer purchases the Property pursuant to this Agreement, Seller would not have renewed the Pelz Agreement or entered into any new agreement with the tenant thereunder which would allow continued possession by any tenant thereunder. 3.4 Buyer's Termination of this Agreement. If Buyer terminates this Agreement as a result of (i) a failure of any condition precedent set forth in Sections 3.3.1 through 3.3.6, inclusive, (ii) an Event of Force Majeure (as defined in Section 35 below), or (iii) a Seller default under the terms of this Agreement and/or the Option Agreement, then upon such termination, Escrow Holder shall deliver the Deposit and any and all interest earned thereon to Buyer; provided, however, in the event that Buyer, in its sole and absolute discretion, terminates this Agreement as a result of a failure of the condition precedent set forth in Section 3.3.3 which failure arose from a Subsequent Circumstance, then Buyer shall only be entitled to a refund of the Additional Deposit, and all interest accrued thereon, and Seller shall retain the Option Deposit. Notwithstanding the foregoing or any provision set forth herein or in the Option Agreement to the contrary, Buyer, in its sole and absolute discretion, has the absolute right to terminate this Agreement for any reason whatsoever and, upon Buyer's termination of this Agreement as a result of any reason other than as set forth in the first sentence of this Section 3.4, Escrow Holder shall deliver the Deposit to Seller; provided, however, any and all interest V 615/015610-0048 270736.07 "02 -A' _ �- T 5 earned on the Deposit shall be refunded to Buyer. Upon termination of this Agreement pursuant to this Section 3.4: (a) each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; (b) Escrow Holder shall return all documents to the respective parties who delivered such documents to Escrow; (c) Buyer and Seller shall each pay one-half (%2) of Escrow Holder's title and escrow cancellation fees, if any; (d) Buyer shall return to Seller all Due Diligence Items in Buyer's possession or under Buyer's control relating to the Property including any tests or studies prepared by or on behalf of Buyer (without any representations or warranty by Buyer and at no cost to Buyer) with respect to the Property; and (e) the respective obligations of Buyer and Seller under this Agreement shall terminate; provided, however, notwithstanding the foregoing, Buyer's and Seller's indemnity obligations under the Option Agreement and this Agreement shall survive any such termination of the Agreement, and the termination of this Agreement shall not release any other indemnity obligation of Buyer and/or Seller. 3.5 Seller's Conditions to Closing. The Close of Escrow by Seller is subject to and contingent upon the satisfaction of the following conditions or the waiver of same by Seller in writing, in Seller's sole discretion: 3.5.1 Representations and Warranties. All representations and warranties of Buyer contained in the Option Agreement shall be true and correct as of the date made and as of the Close of Escrow with the same effect as though such representations and warranties were made at and as of Close of Escrow. 3.5.2 Covenants. Buyer shall have performed and satisfied all agreements and covenants required hereby to be performed by Buyer prior to or at the Close of Escrow. 3.6 Title and Title Insurance. 3.6.1 Deed. On the Closing Date, Seller shall convey title to the Property to Buyer by grant deed in the form of Exhibit "C" attached hereto and incorporated herein by this reference ("Deed"). 3.6.2 Buyer's Title Policy. Upon the Close of Escrow, Escrow Holder shall cause the Title Company to issue to Buyer an ALTA Standard Coverage Owner's Policy of Title Insurance issued by the Title Company, with liability in an amount equal to the Purchase Price together with such endorsements to the policy as may be reasonably requested by Buyer, showing the Real Property vested in Buyer (or Buyer's assignee or nominee) free and clear of options, rights of first refusal or other purchase rights, lis pendens and monetary liens and/or encumbrances and subject only to: (a) The Approved Title Conditions (as defined in Section 8.2 of the Option Agreement); and (b) Title exceptions, if any, resulting from documents being recorded or delivered through Escrow. 615/015610-0048 270736.07 AM02 -5- 3.6.3 ALTA Extended Coverage Owner's Policy. Buyer shall have the right to procure an ALTA Extended Coverage Owner's Policy of Title Insurance ("Extended Coverage Policy") as long as the issuance of the Extended Coverage Policy does not delay or extend the Closing Date. Buyer shall pay for the increased cost between the cost of the Buyer's Title Policy and such Extended Coverage Policy, the cost of any ALTA survey that the Title Company requires for issuance of an Extended Coverage Policy, and for the cost of any other increase in the amount or scope of title insurance if Buyer elects to increase the amount or scope of title insurance coverage provided in the Buyer's Title Policy. 3.7 Closing Costs and Charges. 3.7.1 Seller's Costs. Seller shall pay (a) one-half (Y2) of Escrow Holder's fees; (b) the premiums for the Buyer's Title Policy; (c) all expenses and charges incurred in connection with the discharge of delinquent taxes, if any, which may be required in order for the Title Company to issue the Buyer's Title Policy in accordance with Section 3.6.2 above; (d) the cost of any endorsements obtained by Seller or at Seller's direction to insure against matters disapproved by Buyer in accordance with the Option Agreement which Seller agreed to cure; (e) Seller's share of prorations as determined in accordance with Section 3.11 of this Agreement; and (f) all documentary transfer taxes payable in connection with the transfer of the Property. 3.7.2 Buyer's Costs. Buyer shall pay (a) one-half (%2) of the Escrow Holder's fee; (b) the document recording charges; (c) any costs arising out of the Extended Coverage Policy which are described in Section 3.6.3; (d) the cost of all endorsements except those described in Section 3.7.1 above; and (e) Buyer's share of prorations as determined in accordance with Section 3.11 below. 3.7.3 Other Costs. All other costs, if any, shall be apportioned in the customary manner for real property transactions in Riverside County, California. 3.8 Deposit of Documents and Funds by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller, as applicable, where appropriate: 3.8.1 The Deed, duly executed and acknowledged by Seller conveying the Property to Buyer; 3.8.2 Two (2) counterparts of an assignment of lease, duly executed by Seller, in the form attached hereto as Exhibit "D" incorporated herein by reference, assigning the lease described therein, security deposits, if applicable, and all other rights in and to said leases from Seller to Buyer (the "Assignment of Lease") and an originally executed estoppel certificate, in the form attached hereto as Exhibit "G", by MDS Consulting, a California corporation, as tenant under that certain Lease Agreement (Bull Barn) dated July 1, 1997 (the "Estoppel Certificate"); 3.8.3 Two (2) counterparts of an agreement containing covenants affecting real property, duly executed by Seller, in the form attached hereto as Exhibit "E" 615/015610-0048 270736.07 AM02 -6- � �J C.57 incorporated herein by reference, concerning the use of the Real Property (the "Agreement Containing Covenants Affecting Real Property"); 3.8.4 An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 ("Certification") and an executed California Exemption Certificate and Nonresident Waiver Request for Real Estate Sales (Form 597-W) ("Form 597W"); 3.8.5 Other documents pertaining to Seller's authority to record the Deed that may reasonably be required by Escrow Holder to close the Escrow in accordance with this Agreement; and 3.8.6 Any other documents, instruments, funds and records required to be delivered to Buyer under the terms of this Agreement that have not been previously delivered. 3.9 Deposit of Documents and Funds by Buyer. Buyer shall after satisfaction of all conditions precedent to the Close of Escrow, deposit the following items into Escrow in sufficient time to permit the Close of Escrow: 3.9.1 The cash Balance of the Purchase Price; 3.9.2 Two (2) counterparts of the Assignment of Lease duly executed by Buyer; 3.9.3 Two (2) counterparts of the Agreement Containing Covenants Affecting Real Property, duly executed by Buyer; 3.9.4 All other funds and documents as may reasonably be required by Escrow Holder to close the Escrow in accordance with this Agreement. 3.10 Delivery of Documents and Funds at Closing. Provided that all applicable conditions to closing set forth in this Agreement have been satisfied or, as to any condition not satisfied, waived in writing by the party intended to be benefited thereby, on the Closing Date, Escrow Holder shall conduct the closing by recording or distributing the following documents and funds in the following manner: 3.10.1 Recorded Documents. Record the Deed and the Agreement Containing Covenants Affecting Real Property, in that order, and any other documents that the parties instruct you to record, in such order as the Escrow Holder is instructed, in the Official Records of Riverside County and deliver conformed copies of each to Buyer and Seller; 3.10.2 Buyer's Documents and Funds. Deliver to Buyer the following documents: (a) the original Buyer's Title Policy; °(b) an original fully -executed counterpart of the Assignment of Lease; (c) the original Certification; (d) the original Form 597W; and (e) such funds as may be refunded to Buyer at the Closing; and 615/015610-0048 _ 270736.07 AM02 -7 C.,5 3.10.3 Purchase Price. Deliver or cause to be delivered to Seller the following: (a) the Purchase Price and such other funds, if any, as may be due to Seller by reason of credits under this Agreement, less all items chargeable to Seller under this Agreement; and (b) an original fully -executed counterpart of the Assignment of Lease. 3.11 Prorations and Adjustments. 3.11.1 General. Real property taxes and Operating Expenses (as defined in Section 3.11.3 below), if any, affecting the Property shall be prorated as of midnight on the day preceding the Close of Escrow. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore responsible for the expenses, for the entire day upon which the Close of Escrow occurs. 3.11.2 Taxes and Assessments. All non -delinquent real estate taxes and current installments of assessments affecting the Property which are payable by Seller shall be prorated as of the Close of Escrow based on the actual current tax bill. All delinquent taxes and assessments, if any, affecting the Property which are payable by Seller shall be paid at the Close of Escrow from funds accruing to Seller. Any refunds of real estate taxes and assessments attributable to the period prior to the Close of Escrow shall be paid to Seller upon receipt, whether such receipt occurs before or after the Close of Escrow. 3.11.3 Operating Expenses. All utility service charges for electricity, other utilities, common area maintenance, taxes (other than real estate taxes and income taxes) such as rental taxes, association and membership dues and assessments, and other expenses affecting the Property which are payable by Seller (collectively, "Operating Expenses") shall be prorated on an accrual basis. Alternatively, Seller may cause any utility company to transfer billings to Buyer upon the Close of Escrow. Seller shall pay all such expenses that accrue prior to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow and thereafter. To the extent possible, Seller and Buyer shall obtain billings and meter readings as of the Close of Escrow to aid in such prorations. 3.11.4 Method of Proration. Escrow Holder shall prepare a schedule of tentative prorations prior to the Closing Date. Such prorations, if and to the extent known and agreed upon by Buyer and Seller as of the Close of Escrow, shall be paid by Buyer to Seller (if the prorations result in a net credit to the Seller) or by Seller to Buyer (if the prorations result in a net credit to the Buyer) by increasing or reducing the cash to be paid by Buyer at the Close of Escrow. Any such prorations not determined or not agreed upon as of the Close of Escrow shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash as soon as practicable following the Close of Escrow. Buyer's and Seller's obligations with respect to prorations under this Agreement shall survive for a period of two (2) months after the Close of Escrow. 4. Subdivision and Development Bonds; Off -Site and On -Site Improvements. To the extent there currently exist (or will exist prior to the Close of Escrow) in favor of governmental bodies or agencies or other third parties, letters of credit, certificates of deposit, improvement bonds and/or other forms of security (collectively "Bonds") which insure 615/015610-0048 -g-' 270736.07 AM02 the completion of on -site and/or off -site improvements allocable to the Property, the payment of all labor and materials relating to such improvements, or the performance of the parties constructing such improvements, Buyer agrees that it shall not prevent Seller from obtaining releases of such Bonds to the extent that Seller is so entitled by reason of the conveyance contemplated by this Purchase Agreement. Nothing set forth in this Section 4 or set forth in any other provision contained elsewhere in this Agreement or the Option Agreement shall be construed so as to obligate Buyer to undertake any responsibility or obligation whatsoever relating to the entitlements for the Property or any obligations to which the Bonds relate, including, without limitation, any obligations or responsibilities concerning the completion of on -site and/or off -site improvements allocable to the Property, the payment of any labor and/or materials costs relating to such on -site or off -site improvements, or the performance of construction of such on -site or off -site improvements. Except as set forth in Section 3.3.5 above concerning the wall improvements, nothing set forth in this Section 4 or set forth in any other provision contained elsewhere in this Agreement or the Option Agreement shall be construed so as to obligate Seller to undertake any responsibility or obligation whatsoever directly allocable to the Property relating to the entitlements for the Property; provided, however, nothing set forth in this Agreement shall be interpreted so as to relieve Seller from any obligation set forth in those certain Tract Map Nos. 24889, 24890, 28447, 28719, and 28797, including, without limitation, any and all conditions of approval, subdivision agreements, and the obligation to construct and install certain street improvements relating to the Citrus project located in the vicinity of the Real Property. 5. Delivery and Possession. At the Close of Escrow, Seller shall deliver to Buyer possession of the Property in substantially the same condition as existed on the Contract Date, free of all debris and rubbish located on those areas of the Property commonly referred to by Seller as the Bunk House and Maintenance Facility, and subject to all matters of record or apparent. 6. Commissions. Buyer and Seller each represent and warrant to the other that neither party has engaged a real estate broker or finder in connection with the sale of the Property to Buyer and that there are no commissions, finder's fees or brokerage fees owing, arising out of the transactions contemplated by this Agreement. Buyer shall protect, indemnify, defend (with counsel reasonably acceptable to Seller) and hold the Seller and Seller's officers, directors, shareholders, participants, affiliates, employees, representatives, invitees, agents, consultants and contractors (collectively, the "Seller Parties") harmless from and against any and all Claims in connection with claims for any such other commissions, finders' fees or brokerage fees arising out of Buyer's conduct or the inaccuracy of the foregoing representation and/or warranty of Buyer. Seller shall protect, indemnify, defend (with counsel reasonably acceptable to Buyer) and hold Buyer and Buyer's officers, directors, shareholders, participants, affiliates, employees, representatives, invitees, agents, consultants and contractors (collectively, the "Buyer Parties") harmless from and against any and all Claims in connection with claims for any such other commissions, finders' fees or brokerage fees arising out of Seller's conduct or the inaccuracy of the foregoing representation and/or warranty of Seller. 615/015610-0048 270736.07 AM02 In 7. Risk of Loss. Prior to Seller's delivery of possession of the Property to Buyer at the Closing, the risk of loss or damage to the Property shall remain upon Seller. If the Property suffers damages as a result of any casualty prior to the Closing, then Seller shall give written notice thereof to Buyer promptly after the occurrence of the casualty. Buyer can elect to either (i) require Seller to repair and restore same, in which event, the Closing Date will be extended until such date as may be reasonably required to complete the repair and restoration, in which case, Seller shall retain all insurance proceeds (provided that in no event will the Closing be extended for more than ninety (90). days); or (ii) accept the Property in its damaged condition, together with an assignment of Seller's insurance proceeds and a credit against the Purchase Price for the amount of any deductible (and Seller hereby agrees that it shall not sell or compromise any insurance claim affecting the Property without Buyer's prior written consent, which consent shall not be unreasonably withheld or delayed). In the case of an uninsured casualty, if Buyer elects to accept the Property in its damaged condition, then Buyer shall receive a credit towards the Purchase Price in the amount of the casualty. 8. Condemnation. In the event that, prior to the Close of Escrow, any governmental entity shall commence any actions of eminent domain or similar type proceedings to take any portion of the Property, Seller shall give prompt written notice thereof to Buyer, and Buyer shall have the option either to (i) elect not to acquire the Property, or (ii) complete the acquisition of the Property, in which case Buyer shall be entitled to all the proceeds of such taking (and Seller hereby agrees that it shall not settle or compromise the proceedings without Buyer's prior written consent, which consent will not be unreasonably withheld or delayed). 9. Seller's Representations and Warranties; Indemnification. Seller's representations and warranties to Buyer as set forth in this Agreement and in the Option Agreement shall be deemed made as of the date of this Agreement and as of the Closing Date. Seller shall indemnify Buyer against and hold Buyer harmless from any and all loss, damage, liability or expense, including court costs and reasonable attorneys' fees, which Buyer may reasonably incur or sustain either prior to or following the Closing Date by reason of or in connection with (i) any breach of Seller's representations and/or warranties contained herein; (ii) the failure of Seller to fulfill any of its covenants or agreements under this Agreement; (iii) any and all obligations, liabilities, claims, accounts, demands, liens or encumbrances, whether direct, contingent or consequential, in any way related to or arising from any act, conduct, omission, contract, agreement or commitment of Seller or in any way relating to or arising from the use or occupancy of the Property, during Seller's (or any Seller Parties') ownership of the Property, prior to the Closing Date; or (iv) in any way relating to the generation, treatment, storage or disposal of Hazardous Substances, during Seller's (or any Seller Parties') ownership of the Property, prior to the Close of Escrow. Buyer shall notify Seller within ten (10) days in the event any claim is made against it for which Seller shall have agreed to indemnify Buyer as set forth in this Agreement, and Seller shall thereupon undertake to defend and hold Buyer free and harmless therefrom. Should Seller fail to discharge or undertake to defend against any such liability, then Buyer shall deliver to Seller written notification of such 615/015610-0048 270736.07 AM02 -10- C' • G failure. If Seller fails, within five (5) business days of receipt of any such notification from Buyer, to discharge or undertake to defend against such liability, then Buyer may settle the same, and Seller's liability to Buyer shall be conclusively established by such settlement, the amount of such liability shall include both the settlement consideration and the reasonable costs, attorneys' fees and expenses necessarily incurred by the Buyer in effecting such settlement. The terms and conditions of this paragraph shall expressly survive the Closing and not merge therein. 10. Buyer's Representations and Warranties. Buyer represents and warrants to Seller that Buyer has the legal power, right and authority to enter into this Agreement. All requisite action has been taken by Buyer's governing board in connection with the entering into this Agreement. The individual executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by Buyer and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. 11. "As -Is" Sale; Waiver. Except for Seller's representations and warranties set forth in the Option Agreement and this Agreement, Buyer acknowledges that it is acquiring the Property in its "As - Is" condition, including without limitation, the matters described on Exhibit `B" and it is understood and agreed that Seller is not making any warranties or representations of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties or representations as to matters of title (other than seller's warranty of title implied in a warranty deed), zoning, tax consequences, physical or environmental condition, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property. Except for the representations and warranties contained herein, Buyer agrees that with respect to the Property, Buyer has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller. Buyer has conducted or will conduct such inspections and investigations of the Property including, but not limited to, the physical and environmental condition thereof, and rely upon same and, upon closing, shall assume the risk that adverse matters may not have been revealed by Buyer's inspections and investigations. Except for the representations and warranties expressly contained herein, Buyer acknowledges and agrees that upon closing, Seller shall sell and convey to Buyer, and Buyer shall accept the Property "as is," "where is," "with all faults," and there are no oral agreements, warranties or representations, collateral to or affecting the Property by Seller or any third party. The terms and conditions of this paragraph shall expressly survive the Closing and not merge therein. Other than with respect to a breach of an express representation of Seller set forth in this Agreement and/or the Option Agreement, any matter with respect to which Seller has indemnified Buyer as set forth in the Option Agreement and/or the Purchase Agreement, and/or any third party claim arising from an act or omission of Seller or any Seller Parties which act or omission occurred prior to the Closing Date, effective as of the Close of Escrow, Buyer for itself 615/015610-0048 06,C) 270736.07 AM02 and its successors and assigns hereby releases Seller and all Seller Parties from any and all liability in connection with any claims which Buyer may have against Seller. In addition, except with respect to the inaccuracy of representation by Seller regarding Hazardous Substances expressly set forth in this Agreement, Buyer hereby agrees not to assert any claims for losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unsuspected, against Seller whether in tort, contract or otherwise, arising from Seller's ownership of the Property including, without limitation, any claim relating directly or indirectly to the existence of asbestos, lead or any hazardous substances on or environmental conditions of, the Property or arising under laws, or relating in any way to the quality of the environment at the Property. This release will survive the Close of Escrow. It is the intention of the parties that the foregoing release will be effective with respect to all matters, past and present, known and unknown, suspected and unsuspected. Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unsuspected, and Buyer further agrees that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Seller from any such unknown losses, damages, liabilities, costs and expenses. In furtherance of this intention, the Buyer hereby expressly waives any and all rights and benefits conferred upon it by the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Buyer acknowledges that the foregoing acknowledgments, releases and waivers including without limitation the waiver of the provisions of California Civil Code Section 1542 were expressly bargained for. Buyers initials 12. Default. 12.1 Liquidated Damages. IN THE EVENT THAT BUYER FAILS TO TIMELY PERFORM ANY TERM OR PROVISION OF THIS AGREEMENT WHICH IT IS OBLIGATED TO PERFORM, OTHER THAN DUE TO AN EVENT OF FORCE MAJEURE OR A. DEFAULT OF SELLER, THE DAMAGES THAT SELLER WILL INCUR BY REASON THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX. BUYER AND SELLER IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY BUYER HAVE AGREED THAT SUCH DAMAGES SHALL BE IN AN AMOUNT EQUAL TO THE DEPOSIT, WHICH DAMAGES SHALL BE RELEASED BY ESCROW HOLDER TO SELLER, UPON DEMAND, AS LIQUIDATED DAMAGES. SAID LIQUIDATED 08 615/015610-0048 270736.07 AM02 -12- ' ^ +3 �� zil'! J DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF AND FOR SUCH DEFAULT AND IN NO EVENT SHALL SELLER HAVE ANY RIGHT TO SPECIFIC PERFORMANCE NOR SHALL SELLER BE ENTITLED TO ANY DAMAGES (OTHER THAN THE DEPOSIT) FOR LOST OPPORTUNITY, LOST PROFITS, OR ANY OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES OF ANY NATURE. SELLER AND BUYER HAVE EACH PLACED THEIR INITIALS BELOW TO INDICATE THAT THEY HAVE READ, UNDERSTAND AND AGREED TO THIS LIQUIDATED DAMAGES PROVISION. "Seller" "Buyer" 12.2 Buyer's Remedies. If Seller fails to timely perform any term or provision of this Agreement that it is obligated to perform, then Seller shall be in default of this Agreement. Upon a default by Seller (i) Escrow Holder shall, upon receipt of Buyer's written instruction, immediately return the Deposit to Buyer and/or (ii) Buyer shall be permitted to pursue such remedies at law or in equity as may be available to it under California law, including, without limitation, an action for damages and/or specific performance. 12.3 No Contesting Liquidated Damages. As material consideration to each party's agreement to the liquidated damages provision stated above, each party hereby agrees to waive any and all rights whatsoever to contest the validity of the liquidated damages provision for any reason whatsoever, including, but not limited to, that such provision is unreasonable under circumstances existing at the time this Agreement was made. 13. Waiver of Trial by Jury. Seller and Buyer, to the extent they may legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action, cause of action, or proceeding arising under or with respect to this Agreement, or in any way connected with, or related to, or incidental to, the dealings of the parties hereto with respect to this Agreement or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the extent they may legally do so, Seller and Buyer hereby agree that any such claim, demand, action, cause of action, or proceeding shall be decided by a court trial without a jury and that any party hereto may file an original counterpart or a copy of this section with any court as written evidence of the consent of the other party or parties hereto to waiver of its or their right to trial by jury. 14. Attorneys' Fees. Should any litigation be commenced between the parties hereto concerning this Agreement, the party or parties prevailing in such litigation, shall be entitled, in addition to such other relief as may be granted, to its expert witness fees and reasonable attorneys' fees and costs. 15. Notices. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective upon the earlier of the following to occur: 0 615/015610-0048 270736.07 AM02 -13- .` 621 (a) when delivered to the recipient by personal delivery or by a commercial delivery service; (b) three (3) business days after deposit in a sealed envelope in the United States mail, postage prepaid by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) receipt of a legible facsimile transmission with confirmation of such receipt. All notices shall be addressed to the recipient as set forth below: If to Seller: KSL Land Holdings, Inc. 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Mr. Chevis Hosea Telephone: (760) 564-7146 Facsimile: (760) 564-8190 With a copy to: KSL Land Holdings, Inc. 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Legal Department Telephone: (760) 564-8023 Facsimile: (760) 564-8003 If to Buyer: La Quinta Redevelopment Agency 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 Attention: Mr. Mark Weiss Telephone: (760) 777-7031 Facsimile: (760) 777-7101 With a copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attention: M. Katherine Jenson, Esq. Telephone: (714) 641-3413 Facsimile: (714) 546-9035 If to Escrow Holder: Fidelity National Title Insurance Company 7344 Magnolia Avenue, Suite 275 Riverside, California 92504 Attention: Ms. Lisa Conlin Telephone: (800) 940-7794 Facsimile: (909) 637-1935 The foregoing addresses may be changed by written notice given in accordance with this Section. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or any legal holiday, or any day in which La Quinta City Hall is closed for business, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday, legal holiday, or day that La Quinta City Hall is closed for business. 615/015610-0048 270736.07 AM02 -14- �' 6 16. Amendment; Complete Agreement. All amendments and supplements to this Agreement must be in writing and signed by Buyer and Seller. This Agreement contains the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersedes all prior agreements, terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement. This Agreement has been drafted through a joint effort of the parties and their counsel and, therefore, shall not be construed in favor of or against either of the parties. 17. Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of law. 18. Severability. If any provision of this Agreement or application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement (including the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable) shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 19. Counterparts, Headings, and Defined Terms. This Agreement may be executed in original counterparts, each of which shall be an original, but all of which together shall constitute one agreement. The headings to sections of this Agreement are for convenient reference only and shall not be used in interpreting this Agreement. 20. Time of the Essence. Time is of the essence of this Agreement. 21. Waiver. No waiver by Buyer or Seller of any of the terms or conditions of this Agreement or any of their respective rights under this Agreement shall be effective unless such waiver is in writing and signed by the party charged with the waiver. 22. Third Parties. This Agreement is entered into for the sole benefit of Buyer and Seller and their respective permitted successors and assigns. No party other than Buyer and Seller and such permitted successors and assigns shall have any right of action under or rights or remedies by reason of this Agreement. 615/015610-0048 '1 270736.07 AM02 -15 - �' `} 23. Additional Documents. Each party agrees to perform any further acts and to execute and deliver such further documents which may be reasonably necessary to carry out the terms of this Agreement. 24. Independent Counsel. Buyer and Seller each acknowledge that: (i) they have been represented by independent counsel in connection with this Agreement; (ii) they have executed this Agreement with the advice of such counsel; and (iii) this Agreement is the result of negotiations between the parties hereto and the advice and assistance of their respective counsel. The fact that this Agreement was prepared by Seller's counsel as a matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against Seller because Seller's counsel prepared this Agreement in its final form. 25. Legal Parcel. Buyer acknowledges that all portions of the Real Property may not presently be separate legal parcels; however, Buyer and Seller have determined in conjunction with the Title Company that conveyance of title to the Real Property to Buyer is insurable as a separate legal parcel(s), if described by metes and bounds description, pursuant to California Government Code Section 66410 et seq. 26. [INTENTIONALLY DELETED.] 27. [INTENTIONALLY DELETED.] 28. Assig_n e_nt. Prior to the Close of Escrow, Buyer shall not assign this Agreement or any interest therein to any third party without Seller's prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Buyer may transfer and assign its rights and obligations under this Agreement, upon notice to Seller, but without Seller's consent, to the City of La Quinta, any public financing or joint powers authority in which Buyer is a member, or any other governmental agency or governmental instrumentality associated or affiliated with Buyer, in which event Buyer's liabilities and obligations hereunder or under the Purchase Agreement, if applicable, shall be binding upon such assignee, and Buyer shall be relieved therefrom. Prior to the Close of Escrow, Seller shall have the right to assign its rights and obligations under this Agreement upon notice to Buyer, but without Buyer's consent, to an entity that is owned or controlled by or affiliated with Seller, as long as the transferee executes an assumption agreement in a form acceptable to Buyer in its reasonable discretion and provided that the transferee agrees to assume in full all of Seller's obligations under this Agreement applicable to the interest so transferred. Any assignment by Seller other than to an entity that is owned or controlled by or affiliated with Seller as described above, shall require the written consent of Buyer, which consent shall not be unreasonably withheld or delayed. Any purported assignment in violation of the terms of this Agreement shall be void. 0 8 .- 615/015610-0048 270736.07 AM02 -16- �' 6 ' 4 29. Successors and Assigns. Subject to Section 28 above, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. 30. Exhibits. Each reference to a Section or Exhibit in this Agreement shall mean the sections of this Agreement and the exhibits attached to this Agreement, unless the context requires otherwise. Each such exhibit is incorporated herein by this reference. 31. Reservation of Property. Seller acknowledges and agrees that, until the original Closing Date of July 2, 2002, Seller shall not continue to market the Property and/or negotiate with other potential purchasers of the Property ("Third Party Buyers"), including, without limitation, Seller shall not pursue back up offers and/or contracts with any such Third Party Buyers, until the original Closing Date of July 2, 2002. In the event Buyer exercises its right to extend the Closing Date pursuant to Section 3.2 above, then Seller shall have the right during any such Closing Date Extension(s), to market, negotiate, and/or pursue back up offers and/or contracts with Third Party Buyers, provided that the rights of any such Third Party Buyers in and to the Property shall be subordinate to Buyer's rights in the Property as set forth in this Agreement. 32. Binding Effect. The preparation and/or delivery of unsigned drafts of this Agreement shall not create any legally binding rights in the Property and/or obligations of the parties, and Buyer and Seller acknowledge that this Agreement shall be of no effect until it is duly executed by both Buyer and Seller. 33. Survival. Unless otherwise specifically set forth in this Agreement, none of the representations, warranties or indemnities set forth herein shall survive the Close of Escrow. 34. Confidentiality. Buyer and Seller agree and acknowledge that some of the information, documents and materials (collectively, "Information") provided to or made available to Buyer by Seller or to Buyer's agents is proprietary and confidential in nature and will be delivered to or made available to Buyer solely in connection with Buyer's purchase of the Property. Buyer agrees not to disclose any of such confidential Information or any of the provisions, terms or conditions thereof, to any person; provided that Buyer shall have the right to disclose such Information with respect to the Property and this Agreement to Buyer's consultants, attorneys or accountants employed by Buyer to review such Information, provided that prior to any disclosure of such Information to any of Buyer's consultants, attorneys, accountants, Buyer shall advise such parties, to keep any such Information confidential and to otherwise comply with the terms and conditions of this Section 34. Notwithstanding the foregoing, Seller hereby acknowledges and 615/015610-0048 270736.07 AM02 -17- 08; �63 agrees that, Buyer is subject to, among others, the California Public Records Act (California Government Code Section 6250 et seq.) (the "Public Records Act") and, in order to facilitate Buyer's compliance with this Section 34, to the extent that Seller contemplates that any Information is confidential, Seller shall clearly mark the confidential document(s) with a "confidential" mark. All Information, whether marked confidential or not, may also be disclosed as required by applicable law, including, without limitation, the Public Records Act, or as is reasonably necessary in the event of litigation between Buyer and Seller, or as reasonably necessary for either party to pursue necessary governmental permits and approvals. Buyer shall immediately return all of the Information, including copies thereof which were provided to or made by Buyer, and without any representation or warranty, all copies of any studies, reports or test results obtained by Buyer in connection with its inspection of the Property, on the first to occur of (a) such time as Buyer determines that it shall not acquire the Property, or (b) such time as this Agreement shall terminate for any reason. 35. Event of Force Majeure. As used in this Agreement and, if applicable, the Purchase Agreement, an "Event of Force Majeure" shall mean and refer to any cause that is beyond the control and without the fault of Seller, Seller Parties, Buyer, Buyer Parties, and/or the City of La Quinta, including, without limitation, acts of God, inclement weather, earthquakes, fires, casualties, labor or materials shortages, civil commotion, strike, war, acts of civil or military authorities or the public enemy, governmental delays or moratoria. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.] 615/015610-0048 270736.07 AM02 -18- IN WITNESS WHEREOF, Buyer and Seller do hereby execute this Agreement as of the date first written above. SELLER: KSL LAND HOLDINGS, INC., a Delaware corporation By:_ Name: Its: President KSL LAND HOLDINGS, INC., a Delaware corporation, as trustee and nominee for the benefit of KSL OAK LAND L.P., a Delaware limited partnership and KSL DESERT RESORTS, INC., a Delaware corporation By: Name: Its: President [SIGNATURES CONTINUED ON THE NEXT PAGE.] 08 "? 615/015610-0048 270736.07 AM02 -19- i , [SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.] BUYER: ATTEST: LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Agency Secretary By: Name: Its: APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel 615/015610-0048 _20_ 8 ,:) J 270736.07 AM02 Acceptance by Escrow Holder and Title Officer Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein. Dated: Fidelity National Title Insurance Company By: Name: Title: Escrow Officer By: Name: Title: Title Officer 615/015610-0048 270736.07 AM02 -21- EXHIBIT LIST EXHIBIT "A" Real Property Legal Description EXHIBIT "B" Due Diligence Items EXHIBIT "C" Form of Grant Deed EXHIBIT "D" Form of Assignment of Lease EXHIBIT "E" Form of Agreement Containing Covenants Affecting Real Property EXHIBIT "F" Description of Wall Improvements EXHIBIT "G" Form of Estoppel Certificate, MDS Consulting 615/015610-0048 270736.07 AM02 -22- i EXHIBIT "A" TO EXHIBIT "B" REAL PROPERTY LEGAL DESCRIPTION THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 09 i�o 0 6 0� AM02 EXHIBIT "A" to EXHIBIT "B" - Page 1 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS. OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13 ° 17' 09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "l" ATTACHED HERETO AND MADE A PART HEREOF. 00'-) v 270736 07 AM022 EXHIBIT "A" to EXHIBIT `B" - Page 2 PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE " 1 " ATTACHED HERETO AND MADE A PART HEREOF. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 91 TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89050'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 81 ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE 0a 270 0 6 07 AM02 EXHIBIT "A" to EXHIBIT "B" - Page 3 uIII ,: SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44058'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89°51'25" EAST, 767.06 FEET; 09 ; 615/015610-0048 270736.07 AM02 EXHIBIT "A" to EXHIBIT "B" - Page 4 1. 7 i THENCE SOUTH 41 ° 15'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0000'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28°30'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35010'00" WEST, 68.00 FEET; THENCE NORTH 40035'00" WEST, 111.50 FEET; THENCE NORTH 40°50'00" West, 115.50 FEET; THENCE NORTH 75035'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19035'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43010'00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58015'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST, 108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE 0� 615/015610-0048 270736.07 AM02 EXHIBIT "A" to EXHIBIT "B" - Page 5 CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8°05'00" EAST, 116.00 FEET; THENCE NORTH 7°05'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83002'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: 09 i�0�s6507 AMoi EXHIBIT "A" to EXHIBIT "B" - Page 6 ljl l NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °34'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34°37'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013' 54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0000'06" WEST, 420.48 FEET; THENCE SOUTH 89055'03" WEST, 10.00 FEET; THENCE NORTH 0000'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89053' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 °23' 37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MAE A PART HEREOF. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15' 00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °41'28" 48 270736.07AM02 EXHIBIT "A" to EXHIBIT "B" - Page 7 c 0 AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF. 270736 07 AM02 EXHIBIT "A" to EXHIBIT `B" - Page 8 CIS � SCHEDULE "1" TO EXHIBIT "A" Depiction of the Real Property [SEE ATTACHED DEPICTION] SCHEDULE "1" TO EXHBIT "A" 615/015610-0048 270736.07 AM02 DEPICTION OF THE REAL PROPERTY Apr-12-02 11:15am From-RUTAN & TUCKER LLP, T-758 P.02/12 F-800 SHEET 1 OF 8 SHESS' t CETRINO IL CITRUS SEE SHEI�j M.�- *1013c5-52 SEF sHEET 4 va I.... i .m i S%'-AI-E: • l000* i PAR. B 4 SAR. j 615 i PA CEL 2 i I PAR. l 4 i PAS i AI_t. AMERICAN CM+�& N 1p- f PAR. C rn EL 3 P�R I I— > i EL D a - »4 Icily rL Avg 54 sm SMEET a Q PREPARED UNDER THE SUPERVISION OF: -mTCKRIS J. BEOH, L.S. aS m o ■ a I 7F7A PM 4w� i1 ►. �i.s Csts� )w..lff1 y 1� �C 000%14: #a& fim-04 r�at�hlE�i �lY6iN$go$ •60§VPTQIL2 RAAO S SC _ 1J E "1" TO LEGAL pIESCRWTION PAGE I OF 9 04-12-02 11:12 RECEIVED FROM:+ PRO.IECT BOUNDARY PARCEL LINE r; ADJACENT LOT No. 13 PARGE!_ N0. wITHIN PRO.IEC Apr-12-02 11:15am From-RUTAN & TUCKER LLP, + T-758 P-03/12 F-800 SHEET 2 OF 8 SHEETS i SCALE. I -4DO• TRACT NO. CITRUS o RINO�=a6a348 Q� NQ6 ' E 55.OR' - K=1945 OC' N 89'55.34 E 633.19 — 7585.34 N B9 55'34 E PARCEL A 1 PARCEL. 2 cn � l k N _ .. $9.51.{g� t S �21.41' o z y-., ` s_ N G � 7T20•DTW 6=11645'00' R=9u.00 4 bo # �Nr R=135 00' C.now on m lo-n G=182 61• r- SEE SHEF L �F-No z PREPARED UNDER THE SuPERVISIGN OF: ► AAA x pm U ChRtS Y BERM. L.S. WE * `- Eo. 12- 31-a .vOgg + • c - Q� CAL tiF wr. I F� r l 7 i Y6 1�7►\.�I�i qrl6MIi Ehy��sirsi av�vssdss SC IIi.. wI» TO LF-GAL DESCRIPTION PAGE 2 CIF S - aROJECT 3OL;NDARY ADJACENT LOT NO PARCEL NO wff GilN PROJECT 94-12-92 11:12 RECEIVED FROM:+ P•03 Apr-12-02 11:1Sam From-RUTAN & TUCKER LLP, + T-758 P-04/12 F-800 - ? SHEET 3 Or B SHkEf� T-F�A ,45" d J N13- -W 3-l52 Q AVENUE 52 4=46'47'58 R=2055 00' PARCEL A- � l � I � PARCEL 2 SEE SWEET 5 1 PREPARED UNDER THE SUPERVISION OF_ v��V LAND CHRls -i BERM, L.S. 6 5585 rip 12-31-03 �►., se.�.wrs iFM=svti ILa41/[YOti SCALE: � - — 4pC L5 cn 14-4 w All. AM ER I CAN CANAL N-A-P- /'�S�EE�SSHEa 6 LFGEND 'ROJECT 90uMDARY SARCEL LINE ADJACENT L01 NO PARCEL- NO. wiThIN PROACT 5c m-w-F"I'" TO "GAL pF-SC WTIOI� PAGE 3 OF 8 04-12-02 11:13 RECEIVED FROM:+ P-04 Apr-12-02 11:1Sam from-RUTAN & TUCKER LLP, + T-758 P.05/12 F-800 SmLL 1 4 Ut d tihLL 1 r r -VENUE Q 52 � ♦ PARCEL 8 � N O'08.35'w 3_DO' � �. R=?�l _��' '• - J jL�7E.9E- fi9'S1"�5"E ZN 89 5t 25 E -�ri ,C r ,\lO _ sf 314-80, �s �. � � _� � 1 •.�—'r N $9'S1 25"E 1Q$i.�5' / �f PARCEL A e=1527'57" � A ti ��•, R-?91 {}o•f��`�•- Q=1•al'z$" ,� SCALE- l-s• L=68.39' PARCEL R-26 919 eOQ' A=13'17'0T' .PARCEL Q 1 1 fi78.53` J R=2055.t1D N $9 51 N $9 a1'25 E 1793.30, PARCEL A l uj cn `uJ N 69'5112T E H 8g51'25"E 1 2642A5' PARCEL ' 2 ALL AMERI AN CANAL. N.A.P. I 2633, 43' SEE SHEET 5 PREPARED UNDER THE SUPERVISION OF' tim. a CHRIS J. DERGHWLS. 65 ij Uff- - ■ n. a. ar wv.* s= vos.t� �«NMf�i �r.zwccRi susvcTwaa e..7?-s'2s"�•-- �,, PAR. . R=171-00' OF 4 1 PAR. 30_02' — N 2' 12*Sa W 130 09 SEE SHEET s S.H M 77 IE "] 77 TO LEGAL DESCRIPTION PAGE; Of 8 04-12-02 11:13 RECEIVED FROM:+ a CD i60.04' r Q C14 {'til 3Q' i; 0 En Of Ld LLJ 6 L.EGENE) PROJECT BOUNDARY PARCEL LINT: �j f DJACENI LOT tea. PARCEL. NO_ w1THIN PR04CI :?8�1WPFIe1GtiRaFc_Ta1 ]tnRT04 c. g_ l c; P-05 Apr-12-02 11:17am From-RUTAN & TUCKER LLP, + T-758 P.06/12 F-800 SHEET 5 OF E ShE6 13 � fi3'25'OD w R=7a_00' A=77'30'OT M 7555 00"E SEE SHEET 2 �sooa�w L=182.n1 N 6i'50'QO-w ` ALL AmERICAN � � 5R•Oa�w 187 00' N 64 4a 00'W CANAL N .A. P -RAD QP o f © W �• N 740100-w � � N LR.5D, a� N 4'40"00' E =� N 111.00' PREPARED UNDER THE SUPERVISION OF- ti EHR4 J- BERG L.S. 6 A E rqwRr+� �os.s■ 14w 1MT7�u ®rt4.p#a at .6 -0as iY�pi�Oii PARCEL 2 I g2 w C 1/ 4 FOR - %35vo " SEC. 3 5c 1101 Ilan 39•55'aYE w.�. 20. DO' 11 p• CA Arp -t; 4-fQ . -* x - cl-� IV 19. ,Q6_ 1. a=1 1-32'» j R-636 20• L=2630*00 L=122.68' R7-796 20- 36'40'a0' w 162.50'-,"' L= 356 Q15' N 75735.00' w 93.)0• N 40 3 ocr w I t 1.'o , f� N 35.10100 w 68.U0' N 74'0Q'0 W 1 M-0o• N EO 30.00"w SEE N EF%7 8 636 R=20'636 L GEN L-62S 96- PL LA/yQ ,_ a PRO.:ECT BOUNDARY �ci PARCEL LINE a , r� ADJACENT �.CT NO �-03 yr PARCEL NO WITHIN PRO.1ECT Esp. 12 lY rsi l� r 7� kol" TO LEGA.>L I)MRIPTION PAGE S OF N p �. O i" 04-12-92 11:14 RECEIVED FROM:+ P•06 a-a- 1 (, �J Apr-12-02 11:1Tam From-RUTAN & TUCKER LLP, + T-758 P.07/12 F-800 SHEET b OF 8 SHEETS PARCEL 2 SEE SHEET 4- i AMERICAN" I CANAL N-A•P. '60- UJ ALA. i 30 02' - Ow N $9'S3'34 E 23�2.' r, N 712'44 W 130.OS' cn Q gT89'53"ZCf R-236.48' k k � � PARCEL- C p I � cn L�.. N 89'55'03- E 110' ISO' �+ � S PARCEL I 3 r �' lz A=2930'ff l R=655.20' L=326.41'N0 i ti � � l n=5s44'00' R-77E.20' I =7�13.58' SCALE: I 1"=4W SEEI SHEET S SEE I SHEET 7 PREPARED UNDER THE SUPERVISION OF: 0,L LAND s L_ E N €) F' $ PROJECT BOUNJ)ARY `L p PARCE_ LINE Ln 4 -= AQ.,ACEN 1 LD - NO CHRIS i BERM, L. T � Ls ��� .or � PARCEL N0. WkTHIN PROJECT Esp 12-31-03 •� 71�7/i�MA 'c�MMELi LirPiML�iS aysys�PL3 ` �g7 �p��p��_ \ +aB-OE �-9- -9C DULE 11411 TO GAL OF-SC1uPTIOx PAGE b OF 8 04-12-02 11:14 RECEIVED FROM:+ P•07 Apr-12-02 11:18am From-RUTAN & TUCKER LLP, + T-758 P.08/12 F-800 SHEET 7 OF 8 SH1 rS - 1 SEE SHEET 6 �T PARCEL: C 'VAR i N 1-23'37"w 340.Og' VAR- t PARCEL. [AvENUE 54? N 44 58'4T E 36156' �„ 1 1 2514-64' 151 OD L 1 a 84"59'2.Tw 132 6504 t 1 SCALE: 1ck_ t I" =400' 1 N 8759'21w N 87 60*56' E 2647-644 —DETAIN "A"---s goo PARCEL C- ull 4 I C PARCEL 3 1 I i i ..r SSE AET�� `A" ARpV� —ti i N ;4'58'447W 50 DO' 6=15-DG'38" PARCEL A CEL D � L=26 20' N ?S9'89'2a W 25�4.8d' 1 t E _ — 6--ow .,--- T N 89'59'23" w 2647.64' C/L AVENUE 54 -Uz- 0 /DE i --95 PREPARED UNDER THE SUPEWISION OF: 4 tl&t CHRIS J. p F o � � f i�•1ff mf�f Sl is anon 14 OEM f ... • l ago iYaA�� !}A4wl�i i�4i�sEEi•S iasst�Qsi ��pt LAAO s' ¢ J � dap iZ—�1—Q3 CAIA SCISDUI-E -I" TO LEGAL DESCRIPTION PACE 7 OF $ Of cn t1) C� M VAR. h 8g'Sa•5�"L �, 17 116 197.9�' a --- PRtOjECT j30LJ-X1)A y PAR' -EL UNE ADJACENT LOT NO B PARCEL NO- WITH N FROJECI t 04-12-02 11:15 RECEIVED FROM:+ P.08 Apr-12-02 11:18am From-RUTAN & TUCKER LLP, + T-758 P.09/12 F-800 SHEET a 0r I✓rsLt SEE SM U7 5 140. SEE SHEET 6 ; PARCEL. 21 R=655.20' �Q L=32E-41'. b� SCAT-E.- —A-00' PARCEL 3 r- , v R= 1492.40' I l a=1Q5'27.1� � ..>t R=48.00- .�, N 74 5s'44'w 50-00' R=1372.40. RAD 48Ad' L=37 . 4S2 a4' .�hrl $9'3i•59' E 26jS 79' PREPARED UNDER THE SUPERVISIDN 0F: 4 It& GKRIS BERG E-S. 6 B ��ili 7►iRi�4wp r �s CA IA�i wa.G� y�� ip-TJ►��i ilaMM�s� 9"GliIaFs aatveromi PARCEL a 4 'P N 89-5912Y w 251414' _ .C/L AVENUE 54 R.s. l0l19-- LEND JLA& -S 0RQJECT BOUNDARY PARCEL LINE sx� D ADjAC � N T L4 i N()- Epp�s 12-51-D3 �5yt PARCEL NO- WiTt IN PROJEC * . SC DULE -]I TO LF-CAL DESCRIPTION PAGE li Of & 94-12-02 11:15 RECEIVED FROM:+ P•09 EXHIBIT "B" TO EXHIBIT "B" DUE DILIGENCE ITEMS 1. Proforma Preliminary Title Report issued by Fidelity National Title Insurance Company (Effective Date: April 4, 2002, Order Number 9772041-C), together with copies of documents and instruments evidencing those title exceptions set forth on Schedule B of such Preliminary Title Report. 2. Specific Plan No. 85-006, including any and all amendments or additions thereto: Amendment Number 5: Currently in process (to be provided under separate cover) Amendment Number 4: Dated September 22, 1998 Amendment Number 3: Dated July 4, 1998 - Planning Commission Approval Letter Dated July 31, 1988 - Resolution 98-85 (City Council Approval: Negative Declaration) - Resolution 98-050 (Planning Commission Approval: Negative Declaration) - Resolution 98-86 (City Council Approval: SPA #3) - Resolution 98-051 (Planning Commission Approval: SPA #3) - Approved Conditions of Approval Amendment Number 2: Dated February 17, 1998 (City Council Approval Date) - City Council Approval Letter Dated February 26, 1998 - Resolution 98-13 (City Council Approval: SPA #2) - Resolution 98-005 (Planning Commission Approval: SPA #2) Specific Plan 85-006 (March 1985/August 1985/July 1989) - Resolution 89-115 (City Council Approval: SPA #1) Including Conditions of Approval - Ordinance 153 (City Council: Change of Zone — CZ 89-045) - Resolution 85-83 (Planning Commission Approval: Original SPA) - Conditions of Approval (October 15, 1985) 3. Draft and Final EIRs for Specific Plan No. 85-006. 4. Conditions that may exist in regard to providing utility services to the Property. Will Serve Letters/Utility-Agency Responses: - Imperial Irrigation District: June 29, 1998 Letter - Coachella Valley Water District (re: Well Sites): September 7, 1999 Letter - Coachella Valley Water District (re: SPA #3): July 14, 1998 Letter - Chamber of Commerce: June 17, 1998 Letter - Riverside County Sheriff June 3, 1998 Letter - Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: July 20, 1998 Letter - Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: July 21, 1998 Letter 615/015610-0048 270736.07 AM02 EXHIBIT "B" to EXHIBIT "B" - Page 1 - Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: June 19, 1998 Letter 5. Tentative Parcel Map No. PM29995. 1. Approved Map 2. Final Map Form 6. Approval Letter and Conditions of Approval for Parcel Map 29995. 7. ALTA Land Title Survey prepared by MDS Consulting. 8. Park Dedications (Quimby Act) Chapter 13.48 of the La Quinta Subdivision Ordinance. 9. All environmental, soils and other reports, surveys, studies and materials concerning the Property or the condition thereof commissioned by Seller or any of its Affiliates or in the possession of Seller or any of its Affiliates, including without limitation, the following: Environmental Report(s): 1. Phase I Environmental Site Assessment (SSCI Environmental and Consulting Services) dated November 7, 1995 2. Phase 1 Environmental Site (Ninyo & Moore): a. North: Dated February 28, 2001 b. South: Dated February 28, 2001 3. City of La Quinta Environmental Impact Report dated May 23, 1985 (including associated letters/conditions/reports). 4. LSA Final Environmental Impact Report (Responses to Comments on Draft EIR) dated March 1984. Soils Report(s): 1. n/a to date Other Report(s)/Survey(s): 1. Geotechnical Reconnaissance (November 1, 1984) 2. Addendum to Geotechnical Reconnaissance (February 21, 1985) 3. Geotechnical Reconnaissance (February 8, 1985) 4. Addendum to Geotechnical Reconnaissance (February 8, 1985/February 20, 1985) 5. Biological Reconnaissance (December 1984) 6. Traffic and Circulation Study (April 1985) 7. Hydrology and Retention Area Calcs (December 9, 1985) 10. The effect of sales, marketing and/or development by Seller of real property adjacent to or located within a fifty (50) mile radius of the Property which real property sales, marketing and/or development may directly or indirectly compete with the Property and Buyer's sales, marketing and/or development thereof. The effect of sales by Seller of real property adjacent to or located within a fifty (50) mile radius of the Property to other third parties (including without limitation, merchant 615/015610-0048 270736.07 AM02 EXHIBIT "B" to EXHIBIT "B" - Page 2 C. 9 builders), which real property may be sold marketed and/or development, directly or indirectly in competition with the Property and Buyer's sales, marketing and/or development thereof. 11. Desert Sands Unified School District: Agreement for Financing Public School Facilities within the Desert Sands Unified School District Agreement dated December 12, 1986. Buyer acknowledges that the Desert Sands Unified School District (the "District") has previously expressed an interest in acquiring an approximate twelve (12) acre portion of the Property for construction and operation of an elementary school site; however, the District has issued that certain letter dated April 9, 2002, executed by Peggy Reyes, Director of Facilities Services, which states that the District is no longer considering the Real Property for an elementary school site. 12. CVWD: 1. Domestic Water and/or Sanitary System Installation Agreement ("Agreement") (to be completed, i.e. dated, signed and notarized) [duplicate originals, as required by Coachella Valley Water District ("CV)ND")]. 2. Bill of Sale (to be signed and witnessed). 3. Sample of Water/Sewer Cost Estimates required to provide an 1-year, automatically renewing Certificate of Deposit or Letter of Credit made payable to CVWD (security amount based on construction cost of water and sewer improvements (5% of cost estimate)). 4. Sample Irrigation Water Service Agreement and Irrigation Well Metering Agreement (including copy of cover letter to KSL). 5. Standby water charges and related acreage fees. 13. Sample Storm Drain Water Pollution Prevention Plan and Monitoring Program for PGA WEST Commercial and Residential Properties dated June 1995. 14. PM10 Application: FDCP (Fugitive Dust Control Plan) Application (over 5 acres) Purchaser/Developer Responsibility: +/-525.5 acres. City of La Quinta will require the enclosed application along with a Certificate of Deposit and/or cash in the amount of $1,000 per acre prior to issuance of a Grading permit. 15. Habitat Evaluation for Peninsula Bighorn Sheep on the 600 acre Ranch Parcel near La Quinta, California dated September 14, 1998 (report submitted to KSL Development Corporation by SWCA, Inc.). The effects that the Peninsula Big Horn Sheep may have on development of the Property. April 7, 1999 letter from Department Fish and Game to City of La Quinta. 16. Biological Resources Assessment dated June 2000. The Ranch, La Quinta, Riverside County, California. Prepared for City of La Quinta by PCR Services Corporation. 17. The effect on the Property and/or the development thereof, of the All American Canal located immediately adjacent to the Property. 18. Miscellaneous letters regarding Utilities: 1 � 615/015610-0048 270736.07 AM02 EXHIBIT "B" to EXHIBIT "B" - Page 3 1. May 27, 1999 letter from Mainiero, Smith and Associates to KSL (The Gas Company). 2. May 27, 1999 letter from Mainiero, Smith and Associates to KSL (Imperial Irrigation District). 3. May 3, 2000 letter from The Gas Company to KSL. 4. October 4, 1999 letter from City of La Quinta to KSL (Underground Crossing). 5. September 30, 1999 letter from KSL to City of La Quinta (Underground Crossing). 19. Buyer acknowledges that water well sites may be installed and operated adjacent to the Property and that the exact location of such water well sites may be immediately adjacent to or in close proximity to the Property. Buyer expressly assumes the risk of any detrimental effect and/or damages that may be caused by or arise directly or indirectly from, the installation and/or operation of any such water well sites, including without limitation, a diminution in value of the Property (including Residences located thereon) and/or an inability to sell Residences constructed by Buyer on the Property. In addition, Seller acknowledges that water well sites may be installed and operated on the Real Property by Buyer and that Seller expressly assumes the risk of any detrimental effect and/or damages to any adjacent real property owned by Seller, that may be caused by or arise directly or indirectly from, the installation and/or operation of any such water well sites on the Real Property, including without limitation, a diminution in value of any such adjacent real property of Seller (including Residences located thereon) and/or an inability to sell Residences constructed by Seller (or any successor in interest to Seller) on any such adjacent real property. 20. License Relating to Use Federal Easement to Include Golf Course Development within the Coachella Canal Easement, and its Protection Dike Embankments. Agreement dated January 26, 1999 (For Example Purposes Only). 21. Buyer acknowledges that any trees, sod and related equipment that presently exists on the Property that are not planted in or on the ground or not affixed to the realty and that certain "sod farm" operated by Seller's affiliates and located on the Property east of the All American Canal and a maintenance facility operated by Seller's affiliates and located on the Property west of the All American Canal ("Seller Personalty"), a list of which Seller Personalty is attached hereto as Schedule "I", shall remain the sole property of Seller and is not included with the sale of the Property. Seller reserves the right in its sole discretion to remove at Seller's expense, and upon prior written notice to Buyer and subject to a written right of entry agreement, in the form attached hereto as Schedule "2" within 180 days after the Close of Escrow, the Seller Personalty located on the Property. Any Seller Personalty that Seller elects not to remove from the Property shall become the property of Buyer and will be accepted by Buyer in its as -is condition. 22. Buyer acknowledges that there presently exists on the Property, (a) the "Kennedy Ranch Improvements" consisting of a residential dwelling unit and related improvements (including without limitation, a swimming pool, shed, car port, etc.) which are not habitable, do not otherwise comply with current building codes, and may contain asbestos, which Buyer agrees to remove at Buyer's sole cost and expense; and (b) certain 270736.07 /0AM02 EXHIBIT "B" to EXHIBIT "B" - Page 4 rt 9;1 other improvements located on the Property, including without limitation, the improvements which are the subject of the agreements described in Section 12.12 and in Exhibit `B" of the Agreement, the "Maintenance ,Facility", the "Bunk House", and the modular trailer at the Ahmansen Ranch House (collectively "Property Improvements"), which Property Improvements may contain asbestos for which Buyer agrees to be solely responsible for the removal thereof, all at Buyer's sole cost and expense. The applicable releases set forth in the Purchase Agreement shall be deemed to expressly apply to such Kennedy Ranch Improvements and the Property Improvements. 23. Miscellaneous Kennedy Ranch Property Information: 1. June 12, 2000 Ninyo & Moore Pre -Demolition Asbestos Survey 2. July 10, 2000 McKenna et al. Monitoring Proposal (City of La Quinta Approved Monitoring Contractor) 3. January 23, 1995 Phase 1 Environmental Assessment 24. Miscellaneous Information: a. February 22, 2001 Letter from Jackson DeMarco & Peckenpaugh RE: Final Critical Habitat Boundary for Peninsular Bighorn Sheep. b. July 1, 1997 Bull Barn Lease Agreement by and between Xochimilco Properties, Inc./KSL Oak Land, L.P. (KSL entities) and MDS Consulting ("Tenant"). Buyer acknowledges that Tenant has personal property on the premises which is the subject of the Lease. c. Pelz School: Third Amendment to the Dave Pelz School Agreement, dated June 1, 2001 (including copies of the Second Amendment, First Amendment and Original Amendment) d. Shadow Lines Mapping. e. National Monument Bill. 270736.07 /0AM02 EXHIBIT "B" to EXHIBIT "B" - Page 5 _ co 9 SCHEDULE "1" LIST OF SELLER PERSONALTY Temporary maintenance facility (structure to remain): 1. Exterior (furniture, equipment and inventory only, not including item(s) that are affixed to the Real Property): a. Landscaping materials (seed, amendments, and irrigation parts) b. Landscaping equipment (spreaders, golf carts, and various cart parts) c. Vehicles: Truck(s), van(s), and trailers d. Equipment, miscellaneous: Pressure washer, mobile fuel tank, and Storage bins e. Pots: Clay and wooden f. Tile: Terra cotta pavers and roof tiles g. Hotel Items: Refrigerators, serving/kitchen equipment, portable dance floor, banquet tables, chandelier(s), Christmas tree stands, lounge chairs, umbrella stands, and portable street lights h. Parking lot bumpers, metal roll up doors, a/c condensing units, and metal steps i. Firewood 2. Interior building: a. Uniforms b. Fire extinguishers c. Landscaping materials: tools, parts, materials and equipment (spreaders and lawn mowers) d. General office furniture e. Lockers 3. Sod farm: a. Sod b. Irrigation Pump(s) c. Irrigation Pipe(s) 4. Kennedy Ranch: N/A 5. Bunk House: a. Various office, special events materials 615/015610-0048 270736.07 AM02 SCHEDULE "l" TO EXHBIT `B" OF EXHIBIT "B" LIST OF SELLER PERSONALTY n 9 ', D SCHEDULE "2" FORM OF TEMPORARY RIGHT OF ENTRY AGREEMENT THIS TEMPORARY RIGHT OF ENTRY AGREEMENT (this "Agreement") is dated for reference purposes only as of this July _, 2002, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") and KSL DESERT RESORTS, INC., a Delaware corporation ("KSL") (Agency and KSL may be hereinafter referred to together as the "Parties"). RECITALS A. Agency is, or concurrently herewith will be, the owner of certain real property logated in the City of La Quinta, County of Riverside, State of California, more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Real Property"). B. Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated May _, 2002 (the "Purchase Agreement"), by and Land Holdings, Inc. individually and as trustee and nominee under Land Trust Agreement dated December 22, 1993 ("KSL Holdings"), as "Seller", and Agency, as "Buyer," Agency agreed to allow KSL one hundred eighty (180) days after the close of escrow in which to enter upon certain portions of the Real Property commonly known as the "Sod Farm" and the "Maintenance Facility" (as hereinafter defined) in order to remove those certain items of personalty (collectively, the "KSL Personalty") listed on Exhibit `B", attached hereto and incorporated herein be reference. C. The purpose of this Agreement is to set forth the terms and provisions of KSL's right of entry. AGREEMENT NOW, THEREFORE, in consideration for the mutual promises, covenants and conditions contained herein and other good and valuable consideration, the Parties agree as follows: 1. Term. This Agreement shall be effective as of the date that the grant deed by which KSL Holdings conveys the Real Property to the Agency is recorded in the Official Records of Riverside, California (the "Effective Date") and shall automatically terminate, without notice, on the date that is one hundred eighty days (180) thereafter (the "Automatic Termination Date"). Notwithstanding the foregoing or anything to the contrary set forth herein, Agency may revoke the Right of Entry (as hereinafter defined) prior to the Automatic Termination Date upon written notice to KSL in the event: (i) in the reasonable judgment of Agency that such revocation is necessary to protect the public health, safety, or welfare pursuant to the exercise of Agency's police powers; or (ii) KSL is in violation of the terms of this Agreement or any applicable law, statute, ordinance, rule, or regulation pertaining to KSL's (or SCHEDULE "2" TO EXHIBIT `B" OF EXHIBIT "B" 615/015610-0048 270736.07 "02 —1— � nt any of KSL's officers, directors, shareholders, participants, affiliates, employees, representatives, invitees, agents, consultants, and contractors (collectively, the "Related Parties")) entry upon the Real Property pursuant to this Agreement, and KSL has failed to cure such violation following KSL's receipt of notice of such violation from Agency. 2. Grant of Right to Enter. Agency hereby grants to KSL a temporary right of entry and right-of-way (the "Right of Entry") in, on, and over that portion of the Real Property located west of the All American Canal and generally around the westernmost portion of the dirt road that leads to the Bull Barn, currently being leased to MDS Consulting (the "Maintenance Facility") and that portion of the Real Property located east of the All American Canal and generally at the north-west corner of Avenue 54 and Jefferson Street (the "Sod Farm"), which Maintenance Facility and Sod Farm are more particularly depicted on Exhibit "C", attached hereto and incorporated herein by reference. The sole purpose for which KSL shall be entitled to use the foregoing Right of Entry is to (i) operate, at KSL's sole cost and expense, the Maintenance Facility and Sod Farm, and (ii) remove, at KSL's sole cost and expense, the KSL Personalty, in accordance with the provisions set forth herein. In connection with KSL's removal of the sod located within the Sod Farm, KSL shall perform erosion control and soil stabilization. Any KSL Personalty that KSL elects not to remove from the Real Property shall, upon the expiration or earlier termination of this Agreement, become the property of Agency; provided, however, this sentence shall not be interpreted to diminish KSL's obligations with respect to repair and restoration of the Real Property as set forth in Section 4 below. 3. KSL Costs. In addition to any costs associated with KSL's operation of the Maintenance Facility and Sod Farm, and removal of the KSL Personalty from the Maintenance Facility and the Sod Farm, KSL shall pay any and all taxes, maintenance, utility, and insurance costs and all other costs associated with KSL's exercise of the rights granted hereunder. Furthermore, in accordance with California Revenue & Taxation Code § 107.6, KSL hereby acknowledges that the possessory interest granted herein may be a taxable interest and, KSL's obligations with respect to the payment of any and all costs associated with KSL's use of the Right of Entry as set forth in this Section 3 shall include, without limitation, the obligation to pay any such possessory interest tax. 4. Repair and Restoration of Property. KSL shall repair any damage it or any Related Party causes to the Maintenance Facility, the Sod Farm, and/or the surrounding Real Property in the course of removing the KSL Personalty from the Maintenance Facility and the Sod Farm pursuant hereto and shall restore the Real Property to a safe, sanitary, and debris -free condition to the reasonable satisfaction of Agency. 5. Assignment. This Agreement and the Right of Entry is personal to KSL and the Related Parties and may not be assigned or transferred by KSL without the prior written consent of Agency. 6. Compliance with Applicable Laws. KSL shall comply with, and shall cause all of its Related Parties to comply with, all applicable governmental laws, rules, and regulations governing KSL's and its Related Parties' Right of Entry and use of the Real Property ("Applicable Laws"). 615/015610-0048 270736.07 AM02 -2- 0 9 3 7. Liens. KSL shall not permit to be enforced against the Real Property any mechanics', materialmen's, contractors' or other liens arising from, or any claims for damages growing out of, any use herein authorized or otherwise arising from the actions of KSL and/or its Related Parties, except from the actions of Agency, and KSL shall pay or cause to be paid all of said liens and claims before any action is brought to enforce the same against Agency or the Real Property; and KSL agrees to indemnify and hold Agency and the Real Property free and harmless from all liability for any and all such liens and claims and all costs and expenses in connection therewith, in accordance with the provisions set forth in Section 8 below. 8. Indemnity. KSL shall protect, defend, indemnify and hold harmless Agency and its officers, officials, members, employees, agents, and representatives (any of the foregoing shall be known individually as "Indemnitee" and collectively as "Indemnitees"), and each of them, jointly and severally, against and from any and all claims, demands, causes of action, damages, costs, expenses, losses and liabilities, at law or in equity, of every kind or nature whatsoever, including reasonable attorneys' fees and expert witness fees, excluding those resulting in any way from KSL's exercise of the Right of Entry, including, without limitation, injury to or death of any person or persons and damage to or destruction of any property, threatened, brought or instituted ("Claims"), arising out of or in any manner directly or indirectly connected with the entry upon the Real Property by KSL or any of its Related Parties, including without limitation: (a) Any damage to the Real Property and any liability to any third party incurred by reason of any acts or omission of, or any commission of any negligent or tortious acts, by KSL or its Related Parties; (b) Any mechanics' or materialmen's liens, claims, demands, actions or suits arising (directly or indirectly) from (i) any work performed or materials supplied to or for KSL, or (ii) any activities or any of its Related Parties on or relating to the Real Property (including, without limitation, any claims by any of such Related Parties); and (c) Any costs of removing KSL or its Related Parties from the Maintenance Facility, the Sod Farm, and/or any surrounding areas of the Real Property after the expiration of the term hereof. 9. Insurance. KSL shall procure and maintain during the term of this Agreement, including any holdover period, commercial general liability insurance in an amount not less than One Million Dollars ($1,000,000). Agency and its respective officers, officials, members, employees, agents, and representatives shall be named additional insureds on such policy/ies. KSL's insurance required hereunder shall (i) be primary insurance and not contributory with any other insurance KSL may have; (ii) not contain any special limitations on the scope of protection afforded to Agency and Agency's officers, officials, members, employees, agents, and representatives; (iii) be "date of occurrence" and not "claims made" insurance; (iv) apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; (v) shall provide that the policy shall not be cancelled by the insurer or KSL unless there is a minimum of thirty (30) days prior written notice to Agency; and (vi) shall be written by a good and solvent insurer rated with a BEST rating of no less than B+ Class X, qualified to do business in California, and registered with the California State Department of Insurance. The deductible or self -insured retention must be declared to the i 615/015610-0048 270736.07 AM02 -3- Agency Executive Director, who in his/her sole discretion may require the insurer to reduce such deductible or self -insured retention (but in no event shall such deductible or self -insured retention be required to be reduced below Two Hundred Fifty Thousand Dollars [$2500,000]) with respect to Agency and Agency's officers, officials, members, employees, agents, and representatives. KSL shall furnish or cause to be furnished to Agency's Executive Director, prior to the entry on the Real Property pursuant to this Agreement, evidence reasonably satisfactory to the Executive Director (A) of the insurance KSL is required to procure and maintain by this Agreement, and (B) that KSL or any contractor with whom KSL has contracted for the performance of work on or around the Real Property carries workers' compensation insurance as required by law. 10. Miscellaneous. (a) Authority. Each signatory hereto warrants to the other party that it has authority to sign on behalf of the party for whom it purports to sign. (b) Attorneys' Fees. In the event any party hereto brings suit to enforce the terms of this Agreement or on account of breach hereof, the party not prevailing in such suit shall pay all reasonable costs and expenses incurred by the other party in such suit, including, without limitation, court costs, attorneys' fees, and expert witness fees. (c) Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. (d) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. (e) Litigation Matters. The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the laws of the State of California. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on KSL shall be made in any manner permitted by law and shall be effective whether served within or outside of California. (f) Non -liability of Agency and City Officer's and Employees. No officer, official, member, employee, agent, or representative of Agency shall be personally liable to KSL, or any successor or assign of same, in the event of any default or breach by Agency, or for any amount which may become due to KSL, or any successor or assign of same, or for breach of any obligation of the terms of this Agreement. (g) Covenant Against Discrimination. KSL covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. 615/015610-0048 _4- ,( 1, j 270736.07 AM02 1 (h) Notices. All notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second business day following dispatch. Notices shall be delivered to the following addresses: If to KSL 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Legal Department If to Agency La Quinta Redevelopment Agency 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 Changes in the address to be used for receipt of notices shall be effected in accordance with this Paragraph. (i) Time of Essence. Time is of the essence in the performance of the Agreement. 0) Default; Remedies. If any party hereto fails to timely perform any term or provision of this Agreement which it is obligated to perform, such party shall be in default of this Agreement; provided, however, the party shall not be deemed to be in default if (i) such party cures, corrects, or remedies such default within thirty (30) days after receipt of written notice from the other party specifying such failure, or (ii) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if such party commences to cure, correct, or remedy such failure within thirty (30) days after receipt of written notice specifying such failure and thereafter diligently prosecutes such cure, correction, or remedy to completion. If a default of either Party or, if applicable, either Party's successors or assigns, is not timely cured, corrected, or remedied, the non -defaulting Party's remedy for an uncured default by the defaulting Party or, if applicable, either Party's successors or assigns, notwithstanding anything in this Agreement, the Option Agreement, the Purchase Agreement, or any other agreement to the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by, California law. In no event shall either Party be entitled to recover damages from the defaulting Party or, if applicable, either Party's successors or assigns, and such limitation shall specifically preclude the non -defaulting Party from recovering from the defaulting Party or, if applicable, either Party's successors or assigns, any monetary, consequential, or economic damages of any kind or nature. [END -SIGNATURE PAGE FOLLOWS] 1 � � 615/015610-0048 270736.07 AM02 -5- IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above -written. ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel KSL DESERT RESORTS, INC., a Delaware corporation, By: Name: Its: President LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Its: 615/015610-0048 270736.07 AM02 In EXHIBIT "A" LEGAL DESCRIPTION OF THE REAL PROPERTY THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A EXHIBIT "A" TO FORM OF TEMPORARY RIGHT OF ENTRY AGREEMENT 615/015610-0048 270736.07 "02 _ 1 _ REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1 .506 ACRES, MORE OR LESS. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. 615/015610-0048 270736.07 AM02 _2_ PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89050'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND li7v 615/015610-0048 270736.07 AM02 -3- } HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74°58'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44°58'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89051'25" EAST, 767.06 FEET; THENCE SOUTH 41 ° 15'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: 1�? 615/015610-0048 270736.07 AM02 -4- 1 SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28°30'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74000'00" WEST, 188.00 FEET; THENCE NORTH 35010'00" WEST, 68.00 FEET; THENCE NORTH 40035'00" WEST, 111.50 FEET; THENCE NORTH 40050'00" West, 115.50 FEET; THENCE NORTH 75035'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19035'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43010'00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13055'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58015'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST, 108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE 111,17 615/015610-0048 270736.07 AM02 5 r'1 SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02952" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013'54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, Z 615/015610-0048 270736.07 AM02 -6- '? 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST, 420.48 FEET; THENCE SOUTH 89055'03" WEST, 10.00 FEET; THENCE NORTH 0000'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89053' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 °23'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15' 00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28" AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. L „. 615/015610-0048 270736.07 AM02 109 EXHIBIT "B" LIST OF KSL PERSONALTY Temporary maintenance facility (structure to remain): 1. Exterior (furniture, equipment, and inventory only, not including item(s) that are affixed to the Real Property): a. Landscaping materials (seed, amendments, and irrigation parts) b. Landscaping equipment (spreaders, golf carts, and various cart parts) c. Vehicles: Truck(s), van(s), and trailers d. Equipment, miscellaneous: Pressure washer, mobile fuel tank, and Storage bins e. Pots: Clay and wooden f. Tile: Terra cotta pavers and roof tiles g. Hotel Items: Refrigerators, serving/kitchen equipment, portable dance floor, banquet tables, chandelier(s), Christmas tree stands, lounge chairs, umbrella stands, and portable street lights h. Parking lot bumpers, metal roll up doors, a/c condensing units, and metal steps i. Firewood 2. Interior buildinz: a. Uniforms b. Fire extinguishers c., Landscaping materials: tools, parts, materials and equipment (spreaders and lawn mowers) d. General office furniture e. Lockers 3. Sod farm: a. Sod b. Irrigation Pump(s) c. Irrigation Pipe(s) 4. Kennedy Ranch: N/A 5. Bunk House: a. Various office, special events materials EXHIBIT "B" �) TO FORM OF TEMPORARY 48 27073 .07 A 02 RIGHT OF ENTRY AGREEMENT 270736.07 AM02 Ito EXHIBIT "C" DEPICTION OF THE MAINTENANCE FACILITY AND THE SOD FARM [SEE ATTACHED] EXHIBIT "C" 1. $ 3 TO FORM OF TEMPORARY 2 0736.0 AM02 RIGHT OF ENTRY AGREEMENT 270736.07 AM02 Apr-12-02 11:19am From-RUTAN & TUCKER LLP, + T-758 P.10/12 F-800 r MNINTS-Nm('6 Piclol-� — t 13 .) 04-12-02 11:16 To Temporary Right of Eatry Agreement I'age I of 2 RECEIVED FROM:+ 112� Apr-12-02 11:19am From-RUTAN & TUCKER LLP, + T-758 P.11/12 F-800 N ..- F -M - EXHIBIT "C" To Te:uporary Right of F-atry Agreement fare 2 of 2 13 113 04-12-02 11:16 RECEIVED FROM:+ P.11 EXHIBIT "C" TO EXHIBIT "B" FORM OF GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of La Quinta Redevelopment Agency 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 Attn: Mr. Mark Weiss MAIL TAX STATEMENTS TO Same as above (Space Above For Recorder's Use) GRANT DEED CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA A.P. NO.: DOCUMENTARY TRANSFER TAX IS SHOWN BY SEPARATE AFFIDAVIT NOT OF RECORD. FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, KSL LAND HOLDINGS, INC., a Delaware corporation ("Grantor") hereby GRANTS to the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Grantee") the real property in the City of La Quinta, County of Riverside, State of California, described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Property") reserving therefrom and subject to easements, rights, covenants, conditions, restrictions and rights as more particularly set forth in said Exhibit "A". Dated: KSL LAND HOLDINGS, INC., a Delaware corporation By: Name: Its: President 131 270 0 6 07 AM02 EXHIBIT "C" to EXHIBIT "B" - Page 1 114 STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, , a notary public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (Seal) STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, , a notary public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (Seal) 270 0 6 07 AM02 EXHIBIT "C" to EXHIBIT "B" - Page 2 �+ �1� EXHIBIT "A" TO EXHIBIT "C" Real property located in the City of La Quinta, County of Riverside, State of California, described as follows: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46039'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE 134 615/015610-0048 270736.07 AM02 EXHIBIT "A" to EXHIBIT "C" - Page 1 116 OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89055'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0064' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0°08'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13 ° 17' 09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, 1� 615/015610-0048 11 , .. 270736.07 AM02 EXHIBIT "A" to EXHIBIT "C" - Page 2 �! SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 81 AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°50'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID. SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 v +J 2707036.07 AM02 EXHIBIT "A" to EXHIBIT "C" - Page 3 118 FEET; THENCE NORTH 83°02'52" EAST, 151.56 FEET; THENCE NORTH 44°58'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89051'25" EAST, 767.06 FEET; THENCE SOUTH 41 ° 15' 00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0000'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28°30'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 55" AND AN ARC DISTANCE OF 122.68 FEET; 3 w� 7 2707036 07 AMoz EXHIBIT "A" to EXHIBIT "C" - Page 4 119 THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00" WEST, 68.00 FEET; THENCE NORTH 40035'00" WEST, 111.50 FEET; THENCE NORTH 40050'00" West, 115.50 FEET; THENCE NORTH 75035'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19035'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13055'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58015'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31°50'00" WEST, 108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4°40'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72°20'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 13 z�0/3 6 07 AM0i EXHIBIT "A" to EXHIBIT "C" - Page 5 120 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83002'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74°58'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMER.ICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC DISTANCE OF 37.53 FEET;. THENCE NORTH 34037'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013' 54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET, - THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0000'06" WEST, 420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89053' 14" EAST, 2292.43 FEET; 1 ,� 615/015610-0048 270736.07 AM02 EXHIBIT "A" to EXHIBIT "C" -Page 6 121 THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1°23'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15'00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °41'28" AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. RESERVING UNTO GRANTOR, together with the right to grant and transfer all or a portion of the same, easements and rights for the benefit of itself, its successors and assigns, KSL Land Corporation, a Delaware corporation and KSL Oak Land L.P., a Delaware limited partnership (collectively "KSL Land"), their successors and assigns and KSL Desert Resorts, Inc., a Delaware corporation ("KSL Resorts"), its successors and assigns, for the benefit of, and appurtenant to, real property in said City, County, and State owned by KSL Land and KSL Resorts respectively, as described on Exhibit "X" attached hereto and incorporated herein by this reference (collectively, the `Benefited Property"), and any successors in title to the Benefited Property (the `Benefited Parties"), which shall bind Grantee and any successors in title to the portion of the Property burdened with such easements as follows: Easements. Nonexclusive easements as follows: (1) Ingress and Egress. Over that portion of Parcel A above being a strip of land thirty (30) feet in width, running parallel along the southern boundary line of the Parcel A ago 0 6 07 AMoi EXHIBIT "A" to EXHIBIT "C" - Page 7 122 property for approximately 2845.62 feet, being a portion of the northern half of the existing sixty (60) foot public right-of-way for Avenue 54 all as more particularly described on Exhibit "Y" attached hereto and incorporated herein by this reference (the "Avenue 54 Easement"), for vehicular and pedestrian ingress and egress to and for the benefit of the real property presently owned by KSL Land and/or KSL Resorts as described on Exhibit "X'. Provided, however, the Benefited Parties agree that so long as the public right-of-way for Avenue 54 remains available for use by the Benefited Parties, then the Benefited Parties agree to utilize the Avenue 54 public right-of-way for ingress and egress to the Benefited Property to the extent said right-of-way is reasonably accessible, in lieu of utilizing the Avenue 54 Easement. Provided, however, the Benefited Parties' use of said Avenue 54 public right-of-way in lieu of the Avenue 54 Easement, shall not be construed as a waiver or relinquishment of the Benefited Parties' easement rights in and to the Avenue 54 Easement; (2) Utility Easements. (a) For the construction, installation, use, maintenance, repair, replacement and reconstruction of underground lines, temporary overhead lines, cables, wires, conduits, or other devices for the transmission of electricity for lighting, heating, power, telephone, television and other purposes, storm water drains and pipes, water systems, irrigation lines or sprinkler systems, equalization lines, water heading and gas lines or pipes and any similar public or quasi -public improvements or facilities on, over, under, through and across those portions of the Property designated as lettered lots, as such lots may be modified, enlarged, replatted, or realigned from time to time, the Exhibit "Y" ingress and egress easement area and any other portion of the Property now or hereafter designated as "common area" (as such term is defined in Section 1350(b) of the California Civil Code) (hereinafter collectively the "Common Area"); and (b) For ingress and egress over the Property to the extent reasonably necessary to access any of such facilities. (3) Ingress and Egress. For ingress and egress over the Property for access to the Mountain Benefited Property (as described on Exhibit "X" ). (4) Terms and Conditions. Notwithstanding the foregoing, the use of the Property by the Benefited Parties for the foregoing easement purposes shall be subject to the following terms and conditions: (a) The irrigation lines and facilities, landscaping, streets, roads or other ways and utilities and other lines and/or systems that may be constructed, installed, maintained, repaired, replaced, or reconstructed pursuant to the foregoing easements shall be limited to the Common Area designated for such purposes on the site improvement plans and other plans approved by the City of La Quinta, California; (b) The ingress and egress access to the Mountain Benefited Property shall be utilized in such a manner as to minimize the affect such access has on the development and use of the Property; 14 2 io 3 6 07 AMoi EXHIBIT "A" to EXHIBIT "C" - Page 8 123 (c) Benefited Parties shall have the right to hook up or connect to utility lines or other utility services now or hereafter located upon or within the Common Area provided that such utility services are metered to such Benefited Party and provided further that such use shall not unreasonably disturb services then being provided thereby; (d) The use and enjoyment of the easement rights granted as set forth herein by the Benefited Parties shall be at no cost or expense to Grantee, or any successor in title to the portion of the Property that is burdened by the easements and any damage or destruction of any improvements caused by any of the Benefited Parties in the exercise of the easement rights acquired hereby shall be repaired, reconstructed and/or restored by the Benefited Party, at such Benefited Party's sole cost and expense; (e) The right of a Benefited Party to perform any construction permitted pursuant to the terms of this easement (the "Construction Easement") shall be exercised in a reasonable manner; (f) Benefited Party shall indemnify, defend and hold harmless Grantee, its successors and assigns, from any and against all liability, claims, suits, demands, losses, recoveries, damages, costs or expenses (including reasonable attorneys' fees, expenses and costs) arising out of or relating to the use of the Construction Easement by such Benefited Party; and (g) Benefited Party shall not permit any liens to attach to the Property, or any improvements located thereon, by reason of the use or exercise of the Construction Easement by such Benefited Party. 14,� 2707036.07 0 0 EXHIBIT "A" to EXHIBIT "C" - Page 9 124 EXHIBIT "X" TO EXHIBIT "C" BENEFITED PROPERTY ALL OF THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: KSL RESORTS: (To Be Attached) (The Citrus Property & PGA WEST, including without limitation, the Maintenance Facility on the south side of Avenue 54) KSL LAND: (To Be Attached) (Mountain Benefited Property) 270736.07 0AM02 EXHIBIT "X" to EXHIBIT "C" - Page 1 12� EXHIBIT "D" TO EXHIBIT "B" FORM OF ASSIGNMENT OF LEASES THIS ASSIGNMENT OF LEASES ("Assignment") is made as of July_, 2002, by and between KSL Land Holdings, Inc., a Delaware Corporation ("Assignor"), and the La Quinta Redevelopment Agency, a public body, corporate and politic ("Assignee"). RECITALS: A. Concurrently with the delivery of this Assignment, Assignor has conveyed to Assignee and Assignee has acquired from Assignor a fee simple estate in and to certain real property located in the City of La Quinta, California, more particularly described in Exhibit "A" attached hereto (the "Real Property") pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated July _, 2002 (the "Purchase Agreement"). B. Pursuant to the Purchase Agreement, Assignor is to assign to Assignee and Assignee is to assume certain rights and obligations under those certain leases affecting the Property as amended or modified (collectively, the "Leases"), which Leases are more particularly described in Exhibit `B" attached hereto and incorporated herein by this reference. NOW, THEREFORE, Assignor and Assignee agree as follows: A R TT( UR T ASSIGNMENT OF LEASES 1.1 Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to all Leases affecting the Property as of the Effective Date, including, but not limited to, all security and other deposits and prepaid rents paid thereunder (hereafter defined). 1.2 Assumption. Assignee hereby accepts the foregoing assignment, assumes the Leases, and agrees to timely keep, perform and discharge all of the obligations of the lessor under the Leases that accrue from and after the Effective Date hereof. 1.3 Indemnification. Assignor shall indemnify, protect, defend and hold Assignee harmless from all losses, damages, claims, liabilities, demands, costs, offset rights and expenses, including, without limitation, attorneys' fees arising out of any failure of Assignor to keep, perform and discharge all of the obligations of lessor under the Leases prior to the Effective Date. Assignee shall indemnify, protect, defend and hold Assignor harmless from all losses, demands, damages, claims, liabilities, demands, costs, expenses and offset rights, including, without limitation, attorneys' fees arising out of any failure of Assignee to so keep, perform and discharge all of the obligations of the lessor under the Leases that accrue from and after the Effective Date. Tiq 2707036 07 AM02 EXHIBIT "D" to EXHIBIT "B" - Page 1 126 1.4 Effective Date. The "Effective Date" of this Assignment shall be the date that Assignee acquires the Real Property. 1.5 Consistency with Purchase Agreement. Nothing in this Assignment shall be construed to modify or limit any provisions of the Purchase Agreement and in the event of any inconsistency between this Assignment and the Purchase Agreement, the Purchase Agreement shall control. A R TTC.T .F. TT MISCELLANEOUS 2.1 Attorneys' Fees. In the event of any action between Assignor and Assignee seeking enforcement of any of the terms and conditions to this Assignment, the prevailing party in such action, whether by fixed judgment or settlement, shall be entitled to recover, in addition to damages, injunctive or other relief, its actual costs and expenses, including, but not limited to, actual attorneys' fees, court costs and expert witness fees. 2.2 Inurement. This Assignment shall inure to the benefit of Assignor and Assignee, and their respective heirs, assigns and successors in interest. 2.3 Counterparts. This Assignment may be signed by the parties in different counterparts and the signature pages combined to create a document binding on all parties. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] 14 2707036 07 AM02 EXHIBIT "D" to EXHIBIT "B" - Page 2 127 2.4 Governing Law. This Assignment shall be governed by and construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of law. IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year first above written. SELLER: BUYER: ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel KSL LAND HOLDINGS, INC., a Delaware corporation, By: Name: Its: President LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Its: 270 0 6 07 AM02 EXHIBIT "D" to EXHIBIT "B" - Page 3 128 EXHIBIT "A" LEGAL DESCRIPTION OF REAL PROPERTY THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 14 615/015610-0048 270736.07 AM02 EXHIBIT "A" to EXHIBIT "D" - Page 1 129 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46039'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89055'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13 ° 17' 09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 14,1 270736 0� AM0a EXHIBIT "A" to EXHIBIT "D" - Page 2 _ Q BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 81 AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89050'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION ,9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" 270736 o;°,°MO2 EXHIBIT "A" to EXHIBIT "D" - Page 3 131 AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83°02'52" EAST, 151.56 FEET; THENCE NORTH 44°58'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 61 THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89°51'25" EAST, 767.06 FEET; THENCE SOUTH 41 ° 15' 00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A 14 615/015610-0048 270736.07 AM02 EXHIBIT "A" to EXHIBIT "D" - Page 4 132 TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11002'55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00" WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH 40°50'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45°15'00" WEST, 214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST, 108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4°40'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88°20'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. 615/015610-0048 1 j" v 270736.07 AM02 EXHIBIT "A" to EXHIBIT "D" - Page 5 131 PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83002'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013'54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0000'06" WEST, 420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0000'06" 270736 07 A °02 EXHIBIT "A" to EXHIBIT "D" - Page 6 134 WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89°53' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1023'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15'00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °41'28" AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74059' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE .OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. 15` 615/015610-0048 270736.07 AM02 EXHIBIT "A" to EXHIBIT "D" - Page 7 135 w EXHIBIT `B" SCHEDULE OF LEASES 1. Lease Agreement (Bull Barn), dated July 1, 1997, by and between Xochimilco Properties, Inc., a Delaware corporation, as trustee and nominee for KSL Desert Resorts, Inc. and KSL Oak Land, L.P. (together, as "Landlord") and MDS Consulting, a California corporation (as "Tenant"); and 15v 615/015610-0048 270736.07 AM02 EXHIBIT "B" to EXHIBIT "D" - Page 1 136. EXHIBIT "E" TO EXHIBIT "B" AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: KSL Land Holdings, Inc. 50-905 Avenida Bermudas La Quinta, California 92253 Attn.: Mr. Chevis Hosea (Space Above this Line is for Recorder's Use Only) AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY This AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement") is dated for reference purposes only as of this day of July, 2002, by and between KSL Land Holdings, Inc., a Delaware Corporation ("KSL"), and the La Quinta Redevelopment Agency, a public body, corporate and politic ("Agency"). KSL and Agency may hereinafter referred to together as the "Parties" and individually as a "Party". RECITALS A. Concurrently herewith, Agency is purchasing from KSL a fee interest in that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit "A", as attached hereto and herein incorporated (the "Agency Property"). B. KSL and/or its affiliates, are the owners (the `Benefited Owners") in fee of that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit `B", as attached hereto and herein incorporated (the `Benefited Property"), which Benefited Property is adjacent to or in close proximity with the Agency Property. C. As a condition to the sale of the Agency Property to Agency, KSL requires that Agency comply with certain use restrictions of limited duration concerning the Agency Property. D. The Parties desire to enter into this Agreement to, among other things, set forth certain the provisions concerning the use of the Agency Property during the time period more specifically set forth herein, all as more particularly described herein. 1� 270736.07 °.M02 EXHIBIT "E" to EXHIBIT "B" - Page 1 131 COVENANTS Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, Agency and KSL hereby agree as follows: 1. Term. This Agreement and the CC&Rs (as defined in Section 2 below) shall run with the Property and the Benefited Property, effective upon the date that this Agreement is recorded in the Official Records of Riverside, California (the "Effective Date") and shall automatically terminate without notice upon the earlier of (i) seven (7) years from the Effective Date (the "Automatic Outside Expiration Date"), or (ii) the date prior to the Automatic Outside Expiration Date that the Benefited Owners either (a) sold, transferred, or assigned, one or more times and from time to time, in the aggregate, a controlling interest in the Benefited Owners, to an unrelated third party, (b) sold, transferred or assigned fee title to the Benefitted Property to an unrelated third party, or (c) sold, transferred, or assigned the operational control of the La Quinta Resort to any unrelated third party (the occurrence of an event described in (a), (b) or (c) is hereinafter referred to as the "Automatic Earlier Expiration Date"). As used herein, (a) an "unrelated third party" means a person, firm, or entity, including but not limited to a sole proprietorship, general or limited partnership, limited liability company, or corporation, whose controlling or managing general partner(s), managing member, or majority shareholder(s) are not the principals who own the majority of shares of KSL as of the Reference Date of this Agreement, and (b) a "controlling interest" shall mean an ownership interest(s) in an entity which in the aggregate, gives the owner thereof the right to control the management and policies of that entity. KSL shall provide written notice to Agency of a transfer or assignment, to an unrelated third party, of a controlling interest in the Benefited Owners. The period of effectiveness of this Agreement and the CC&Rs, as set forth in the first sentence of this Section 1 shall hereinafter be referred to as the "Term". Upon the expiration of the Term of this Agreement, the CC&Rs shall automatically terminate without further action of KSL, Agency, or any owner of the Agency Property or the Benefited Property. Upon expiration of this Agreement and the CC&Rs, the Benefited Owners, or their successor as permitted by Section 3(i) below, if applicable, shall, at Agency's, or any of Agency's successors or assigns, as applicable, written request, promptly sign and deliver to Agency, or its successors or assigns, as applicable, a quitclaim deed or other form of recordable instrument as may be required by and acceptable to the Title Company in order to remove this Agreement as a cloud on title to the Property. 2. CC&Rs; Restriction. The Agency hereby agrees that the covenants, conditions, rights and restrictions (collectively the "CC&Rs") set forth in this Agreement shall be equitable servitudes, shall run with and bind the Agency Property and shall be binding upon all parties having or acquiring any right or title in the Agency Property or any part thereof, and are imposed upon said interests and every part thereof during the Term. The Agency Property shall be subject to the following condition, covenant and restriction (collectively, the "Restriction"): (a) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any hotel, motel, travel lodge, or resort, which, in the aggregate, consist of more than two hundred (250) rentable units; provided, however, the Condo - Hotel (as hereinafter defined) units described in Section 2(b) below shall not be counted when calculating the rentable units allowable under this Section 2(a). 15 ,J 615/015610-0048 270736.07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 2 .138 (b) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any "Condo -Hotel" (as hereinafter defined), which, in the aggregate, contains more than three hundred (300) rentable units or five hundred (500) separate "lock -offs" or "keys" (i.e., units with two or more dwelling areas which may be separately accessed by key and which are rented on a "per night" basis), whichever is less; provided, however, the hotel, motel, travel lodge or resort units described in Section 2(a) above shall not be counted when calculating the rentable units allowable under this Section 2(b). As used herein, the term "Condo -Hotel" shall mean one or more developments that is/are a fractional or time-share condominium project in which owners of units are limited to occupancy for a specified number of days per year and which may, but is not required to, contain units with multiple "lock -offs" or "keys" (as described above). (c) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any meeting or conference rooms within any facilities described in subsections 2(a) and 2(b) above, which in the aggregate, exceed ten thousand (10,000) total square feet; provided, however, any public community facilities containing meeting and/or conference rooms located upon the Agency Property shall not be counted when calculating the 10,000 total square feet of meeting and conference rooms allowable on the Agency Property. (d) To the extent permitted by all applicable laws, regulations, rules, and opinions promulgated by any regulatory body with jurisdiction over the Agency Property (excluding the City of La Quinta, except as may be necessary for protection of the public health or safety), including, without limitation, the California Department of Real Estate and/or the California Department of Corporations, rental rates (excluding all applicable taxes and fees) for the units located on the Agency Property shall not exceed seventy percent (70%) of the published rates for rentable units of similar type and nature at The La Quinta Resort & Club, located at 49- 499 Eisenhower Drive, La Quinta, California 92253, which are in effect from time to time. Notwithstanding the foregoing, if any price restriction under the first sentence of this Section 2(d) shall result in a nightly rent of less than $125.00 for any particular unit located upon the Agency Property, then it shall be permissible hereunder for such unit to be offered at $125.00 per unit per night and, accordingly, in no event shall Agency, or any of Agency's successors or assigns, if applicable, be prohibited from offering rental rates of at least $125.00 per night for any unit located upon the Agency Property. The $125.00 floor set forth in the preceding sentence shall be adjusted annually as of each March 1st, commencing on the March 1st of the calendar year that is subsequent to the Effective Date during the Term, by the Consumer Price Index applicable to Riverside County (the "CPI"), comparing the CPI as of the immediately prior December 1 St to the prior December 1 St. 3. General Provisions. (a) Waiver; Attorneys' Fees. Failure of KSL to enforce the Restriction in any certain instance or on any particular occasion shall not be deemed a waiver of such right as to any future breach of the Restriction. If any action shall be instituted in connection with this Restriction, the party prevailing in such action shall be entitled to recover from the other party all of its costs of action including reasonable attorneys' fees as fixed by the court therein. 2707036.07 AMoz EXHIBIT "E" to EXHIBIT "B" - Page 3 13 91 (b) Severability. Invalidation of any one or a portion of these covenants, conditions and restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. (c) Singular Includes Plural. Whenever the context of this Agreement requires the same, the singular shall include the plural and the masculine shall include the feminine and the neuter. (d) Notices. Any notice to be given to KSL or Agency shall be in writing and shall be deemed to have been properly delivered when directed to such addressee as follows: If to KSL 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Legal Department If to Agency La Quinta Redevelopment Agency 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 The foregoing addresses may be changed by written notice given in accordance with this Section. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or any legal holiday, or any day in which La Quinta City Hall is closed for business, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday, legal holiday, or day that La Quinta City Hall is closed for business. (e) Effect of CC&R's. These CC&R's are made for the purposes set forth herein and neither Agency nor KSL makes any warranties or representations, express or implied to each other as to the binding effect or enforceability of all or any portion of such CC&R's, or as to the compliance of any of these provisions with public laws, ordinances and regulations applicable thereto. (f) Mortgagee Protection. No breach or violation of this Agreement shall defeat or render invalid the lien of any mortgage, deed of trust or similar instrument (a "Mortgage") securing a loan made in good faith and for value with respect to the Benefited Property or the Agency Property, or any portion thereof, provided, that, during the Term, all of the CC&R's shall be binding upon and effective against any subsequent owner of the Agency Property whose title is acquired by or as a result of foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise pursuant to such liens rights, but such subsequent owner shall take title free and clear of any liability for violations occurring prior to such transfer of title. (g) Amendment. This Agreement may only be amended or modified only by an instrument in writing, as approved by the governing board of both KSL and Agency. 15 "if 2707036.07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 4 14.10 (h) Counterparts. This Agreement may be executed in several original counterparts, each of which and all together will constitute this Agreement in its entirety. (i) Default; Remedies. If any party hereto fails to timely perform any term or provision of this Agreement which it is obligated to perform, such party shall be in default of this Agreement; provided, however, the party shall not be deemed to be in default if (i) such party cures, corrects, or remedies such default within thirty (30) days after receipt of written notice from the other party specifying such failure, or (ii) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if such party commences to cure, correct, or remedy such failure within thirty (30) days after receipt of written notice specifying such failure and thereafter diligently prosecutes such cure, correction, or remedy to completion. If a default of either Party or its respective successors or assigns, if applicable, is not timely cured, corrected, or remedied, the non -defaulting Party's remedy for an uncured default by the defaulting Party or its respective successors or assigns, if applicable, notwithstanding anything in this Agreement, the Option Agreement, the Purchase Agreement, or any other agreement to the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by, California law. In no event shall a party hereto be entitled, under this Agreement, to recover damages from any defaulting party or its respective successors or assigns for a default of this Agreement, and such limitation shall specifically preclude all parties to this Agreement from recovering from one another or their successors or assigns any monetary, consequential, or economic damages of any kind or nature for a defaulting party's default of this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.] 1� 615/015610-0048 270736.07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 5 141, IN WITNESS WHEREOF, the parties have executed this Agreement Containing Covenants Affecting Real Property as of the date first written above. ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel KSL LAND HOLDINGS, INC., a Delaware corporation, By: Name: Its: President LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Its: 15 2707036 07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 6 142 EXHIBIT "A" LEGAL DESCRIPTION OF AGENCY PROPERTY THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS. NORTH 46039523" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND, 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25 AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 1 i) .� 270736 07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 1 143 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46039'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89055'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. 16 615/015610-0048 270736.07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 2 144 PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89050'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND 615/015610-0048 270736.07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 3 145 HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15 °00' 3 8" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44058'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89051'25" EAST, 767.06 FEET; THENCE SOUTH 41 ° 15'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: 1G 615/015610-0048 270736.07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 4 146 SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0000'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 5 5" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74000'00" WEST, 188.00 FEET; THENCE NORTH 35010'00" WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH 40050'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19035'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43 ° 10' 00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13055'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST, 108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14°00'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53°25'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE 270706.07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 5 147 SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74°58'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28° 13' 54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 270736.07 "o EXHIBIT "E" to EXHIBIT "B" - Page 6 148 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST, 420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89°53' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 °23' 37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15'00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °41'28" AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74059' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. 1� 270736 07 AM02 EXHIBIT "E" to EXHIBIT "B" - Page 7 14 EXHIBIT "B" LEGAL DESCRIPTION OF BENEFITED PROPERTY (To Be Attached) 1 6a ago 0 6 07 AMoz EXHIBIT "B" to EXHIBIT "E" - Page 1 150 EXHIBIT "F" TO EXHIBIT "B" WALL IMPROVEMENTS (To Be Attached) 615/015610-0048 270736.07 AM02 EXHIBIT "F" to EXHIBIT "B" - Page 1 1 �. Apr-12-02 11:1gam From-RUTAN & TUCKER LLP, + T-758 P.12/12 F-800 BXHOT "F" TO EXHIBIT "B" The wall shall be construcTed to match the existing wall in front of the existing maintenance facijity. The wall will replace the wooden and chain fink fencing thai connects the Two existing block walls which is approximately 800 feet in length _ NG CRP location of the wall on the south side of Avenue 54 r--6x8x16 SLUMPSTONE MASONRY WALL WIINDENTATION - PINK -TAN COLOR WISMOOTH STUCCO FINISH ' r •- � �� +`ter RX)FIIHIT ,.F" 'I•O EDIT "B" 152 04-12-02 11:17 RECEIVED FROM:+ P-12 EXHIBIT "G" TO EXHIBIT "B" FORM OF ESTOPPEL CERTIFICATE The undersigned, MDS Consulting, a California corporation (the "Tenant"), tenant under that certain Lease Agreement dated July 1, 1997, as amended and/or modified and attached hereto as Exhibit "A" and made a part hereof (the "Lease"), hereby certifies to the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Buyer"), as follows: 1. As of the date hereof, the Lease has not been amended or modified other than as may be set forth in Exhibit "A" and is in full force and effect; 2. Tenant has paid to Landlord a security deposit of NO DOLLARS ($0); 3. The annual rent under the Lease is currently TEN DOLLARS ($10.00). 4. There are no outstanding rental or other monetary concessions granted to tenant; 5. The rent has been paid for all periods up to and including 6. No rent under the Lease has been prepaid; 7. The Lease commenced on June 1, 1997, and had an initial term of one (1) year. Thereafter, the Lease automatically renews annually; provided, however, notwithstanding the annual renewals, Landlord has the right to terminate the Lease, with or without cause, by providing Tenant with thirty (30) days written notice to cancel; 9. As of the date hereof, neither Landlord nor Tenant under the Lease is in default under the Lease; Tenant has no knowledge of the occurrence of any event which with notice and/or the passage of time would constitute a defense to the payment of rent under the Lease or otherwise; and Tenant has no charge, lien, claim of offset under the Lease or otherwise, against rents or other charges due or to become due thereunder; 10. Tenant is presently in possession of the leased premises; 11. Upon consummation of the sale by Landlord to Buyer of its fee simple interest in the property which is subject to the Lease, Tenant shall recognize and attorn to Buyer and its successors and assigns as the Landlord under the Lease; and 12. In accordance with California Revenue & Taxation Code § 107.6, Tenant hereby acknowledges that the possessory interest granted by the Lease may be a taxable interest and Tenant hereby acknowledges and agrees that, notwithstanding any provision to the contrary that may be set forth in the Lease, Tenant shall be responsible for the payment of any such possessory interest tax. 1Tt ) 270736 07 AM02 EXHIBIT "G" to EXHIBIT "B" - Page 1 153 13. As consideration for Agency's agreement not to deliver a thirty -day notice of termination upon Agency's acquisition of fee title to the property, Tenant hereby waives, relinquishes, and discharges any and all rights or claims that Tenant may have against Buyer for relocation assistance or related benefits or loss of goodwill under any applicable law, including, but not limited to California Government Code Section 7260 et seq. and the State Relocation Assistance and Real Property Acquisition, 25 C.F.R. 6000 et seq., or the comparable federal relocation laws and regulations. As used herein, the term "Tenant" shall mean and include the Tenant named above and the Tenant's successors, assigns, heirs, executors, administrators and personal representatives. Where there is more than one tenant, the use of the singular shall be construed to include the plural wherever the context so requires. The use of any gender herein shall include all genders. Tenant acknowledges that Buyer and their successors and/or assigns may rely upon this Estoppel Certificate in connection with its acquisition of the leased premises which is the subject of the Lease and that any lender who makes a loan to Buyer or their successors and/or assigns which is secured in whole or in part by a lien on the leased premises may rely upon this Estoppel Certificate in connection with any loan made to Buyer, their successors or assigns. IN WITNESS WHEREOF, Tenant has executed this Estoppel Certificate this day of 12002. TENANT: MDS CONSULTING, a California corporation By: Name: Title: By: Name: Title: 2� 6 07 AM02 EXHIBIT "G" to EXHIBIT `B" - Page 2 154 EXHIBIT "Al" COPY OF LEASE Insert a copy of the Lease and any amendments and modifications made to the Lease. EXHIBIT "A" -0048 270736.01 AM02 TO FORM OF ESTOPPEL CERTIFICATE 270736.07 AM02 F.X14 RTT "C," FORM OF MEMORANDUM OF OPTION AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: RUTAN & TUCKER, LLP P.O. Box 1950 Costa Mesa, CA 92628-1950 Attn: M. Katherine Jenson, Esq. (Space Above For Recorder's Use) MEMORANDUM OF OPTION AGREEMENT By this Memorandum of Option Agreement, KSL LAND HOLDINGS, INC., a Delaware corporation individually and as trustee and nominee under Land Trust Agreement dated December 22, 1993 ("Optionor"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body and corporate politic ("Optionee") agree as follows: 1. Optionor grants to Optionee the right to acquire, on the terms and conditions stated in that certain Option Agreement dated April 16, 2002, that real property located in the City of La Quinta, County of Riverside, State of California, as more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference. This option must be exercised on or before May 22, 2002. 2. Unless a memorandum extending the above option is executed by all parties to the Option Agreement, or their successors in interest, and recorded before 5:00 p.m. on May 22, 2002, this document shall be of no effect against the persons who would otherwise be affected by it under California Civil Code Sections 1213 to 1220, as those sections may hereafter be amended. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.] EXHIBIT "C" TO OPTION AGREEMENT 615/015610-0048 Page 1 of 1 270751.07 AM02 g 1 S5 IN WITNESS WHEREOF, the parties have executed this Memorandum of Option Agreement as of the date first written above. OPTIONOR: KSL LAND HOLDINGS, INC., a Delaware corporation By: Name: Its: President KSL LAND HOLDINGS, INC., a Delaware corporation, as trustee and nominee for the benefit of KSL OAK LAND L.P., a Delaware limited partnership and KSL DESERT RESORTS, INC., a Delaware corporation By: Name: Its: President [SIGNATURES CONTINUED ON THE NEXT PAGE.] 615/015610-0048 Page 2 of 2 270751.07 AM02 g 156 [SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.] OPTIONEE: ATTEST: LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Agency Secretary By: Name: Its: APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel 17 615/015610-0048 Page 3 of 3 270751.07 AM02 g 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 person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 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 person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 615/015610-0048 Page 4 of 4 270751.07 AM02 g 158 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 person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 615/015610-0048 Page 5 of 5 270751.07 AM02 g 159 EXHIBIT "A" LEGAL DESCRIPTION THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 EXHIBIT "A" TO FORM OF MEMORANDUM OF OPTION AGREEMENT 615/015610-0048 Page 1 of 1 270751.07 AM02 g 16.0 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0°08'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. PAprvl. r THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO 17 615/015610-0048 Page 2 of 2 270751.07 "02 g THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050' 56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89050'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 81 ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74°58'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 81 ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44058'49" 615/015610-0048 Page 3 of 3 270751.07 AM02 g ki _ 162 EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89051'25" EAST, 767.06 FEET; THENCE SOUTH 41 ° 15'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0000'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28°30'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00" 1 615/015610-0048 4 of 4 e 270751.07 "OZ Page 163 .� WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH 40°50'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43 ° 10' 00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST, 108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72°20'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 8 . w 615/015610-0048 Page 5 of 5 270751.07 AM02 g 164 COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83002'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013' 54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0000'06" WEST, 420.48 FEET; THENCE SOUTH 89055'03" WEST, 10.00 FEET; THENCE NORTH 0000'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89053' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1023'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE 615/015610-0048 270751.07 "02 Page 6 of 6 165 CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MAE A PART HEREOF. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15'00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28" AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74059' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. 1 � 615/015610-0048 Page 7 of 7 270751.07 AM02 g 166 Apr-12-02 11:15am From-RUTAN & TUCKER LLP, T-758 P.02/12 F-800 SHEET 1 OF 8 SHESS ___ a�a+wraaAa r ��1 -��A7=�0�"L:i�A�T ENO• � •da Sl t CETRINO GTRUSE SH£T 31 I TRACT PC- 240�3zl PAR 13 t PARCEL 2 i PAR. PAR- Al, t E y1 i i� ,W= I AFL WEMC-M CANAL MAP- I PAR. Cgn iW � W t PA EL , t � SCALE: 1" � 1 �Ou• �, � #—aa T..�raii�� a.��raa �� �--- -PAR EL D t �1 a 174 t rL AVM 54 I sn a R p- 70195-9 B low -1 PREPARED UNDER THE SUPEWISi0N OF: CHRIS J. BE H, L.S. U 0NT Ala ■ 4,1 7F7A OM 40o W L. ws awm m... f 1 y �!s$ r�a1iM MS Imol"91" iM§vFT4R2 SCE 1J E " 1" TO LEGAL DESCFOPTION PAGF-I OF 8 PROJECT BOUNDARY MARGEI. LINE r, AWACENT LOT NO. 13 PARCEL NO. wtTHIN PROJECT -4%F3D,A-01 6-9-oR 04-12-02 11:12 RECEIVED FROM:+ 167 P.02 Apr-12-02 11:15am From-RUTAN & TUCKER LLP, + T-758 P.03/12 F-800 SHEET 2 0� 8 SHEETS i SCALE. I —4DO' TRANCO-F NO.�r r �L rTf r�C �i�C%. �.� CITRUS AVENUES 4� Q CETRI�IO045- � ;� --� -- --, �=a fi'43� �� N ��E 55.00' - - R=194500' Ilk ry $� 55'34" E 633.19 — 1 —Aor N 89'55'34 E I � .n 1708.55' -�• `�' p_4� i3'-19" PARCEL A � - .5�2-26- 1 ro PARCEL 2 i � I ' N_$9"51'49�c 1321.41' a f'�J N 8'Q5'DL1' E �''��" 7T*20'p�W b=1QS45'l�D p 9 OQ 8i.001 R=47 00' �U' R=9Q.� L=153.55. �� � m PREPARED UNDER THE SUPERVISION OF: ChRIS J BER -5. b8TT DATE �� r r l l i Yfi /i7►l��i ►�AMMfi fhol�sf�si sl.sys�d�i tn pr7T3Q'p0' �W p; R= 135 Qa' SEE SHEET �6F�F_ N o Aoi PROJECT BOL;NDARY ADjk(:ENT LOT NO G s f�8 'k E 12-31-01 "X PARCEL NO WIT4iN PROJECT SC U Lam" TO LEGAL DESC'UMOT4 PAGE 2 OF 8 04-12-02 11:12 RECEIVED FROM:+ 1 1 168 P-03 Apr-12-02 11:16am From—RUTAN & TUCKER LLP, + T-758 P.04/12 F-800 SHEET 3 OF 8 SHW" AVENUE 52 SCALE: I'- — 40C CV 4 4647Xl- �j dIZRs2OSS �`y� 1=1078.53' PARCELUJI A- w Ln 1 SEE SHIEE'T 5 1 PREPARED UNDER THE SUPERVISION OF: A tAAf lia CHRIS J BERM, I-.5. fi 8 s o s a l s�•�w a. •oars A as a�a i+#Awl wool" vaow1nra s16aiLfRvsYass PARCEL 2 L4-4 w cn ALL AM ER 1 CA I CANAL N-A_P. SEE SHEET o�pV LAfyp ad F G I cJ. `'�G,,p 'ROJECT BOUNDARY A� DARCEL LINE ' x S i S 6556 ADJACENT L41 NO rip 12-31-03 * PARCEL. NO. WiThiN PROJECT scama-F- TO LEGAI. pf.SC 'Tl0N PAGE 3 OF 8 a 04-12-02 11:13 RECEIVED.FROM:+ 169 P-04 Apr-12-02 11:1Sam From-RUTAN & TUCKER LLP, + T-758 P•05/12 F-800 ShEL 1 4 Ut d tihLk t AVENUE 52 PARCEL 8o= �•a9'z�" N 0•fl8.35,w 3-00' -C%. R-Al -00' Aa l'r N 89'51 25"E 1Q81.�6'�'' !1 a PARCEL. A ter• �' R=291 00' �o, SCALE' R-291.00' - 1" =40Q' " PARCEL 4 AVENUE 5.� �.__.��.—-------- I T ITOTFARCEL B--1 q-, l � � R=206 � QO' � ,� � � N 69,1 �2 06 L 4 1 N $9'S1'25 E 77�3.31a' _ 733.26' . N $9'S3'25" C N $g.51'25"� 2642A5' InI PARCEL 2 E ALL AMERICAN CANAL. N.A.P. I 2633.a3• Ca N E9' '141 SEE SHEET 5 PREPARED UNDER THE SUPERVISION aF: tw a - I ChRES , . VERG L-5. b5 A spas. 79-mpor 43 oonI(x s s .. % I x gas. No*-,1-RM P4ANMiRE 41063&9196 sua gvQoi 10$1.86'�'� 0r-72'46'26"T— �f� PAR. . 4 R= 171.00' . PAR. w T� ..a c 30-02' — 1= N 2' 1.2'�4'w 130 09- I SEE SHEET 6 �a�,�►L L Akp * L.p 12-3i -C3 SCIJ F-DuLE -1 » TO LEGAL UESCRWTION YAG-F 4 OF 8 04-12-02 11:13 RECEIVED FROM:+ 0 �1 LEGEND PROJECT 8QjNDt%Rr PARCEL LINE A.DJACENI LOT NO - PARCEL NO- WITHIN PROJECT a i :?Hi uaPFiaG1 R�k1 ^+3 Y►+q_pi a • 5 - 1 170 P-05 Apr-12-022 11:17am From-RUTAN & TUCKER LLP, + T-758 P.06/12 F-800 SHEET 5 OF B ShEk 1 i � 63 25'Ofl w p=7Z'Z5'OD R=70.00' L=80.47. '0A=77'30•Q0" 5 aer- I SEE SHEET 2 N PRC �`W L=1B2.aa. iz�oo' N 86'5i�Oj*00"w }1�7� 00• N 5,V4'W RAO �0'00 J pq� W N 274,0'00' w �'-. - co N 4'40'OQ E = 111.00' �$0.50• ALL AMERICAN CANAL N.A.P-- PARCEL 2 11011 C 1/4 GDR - 4cp� I �9� 3�"55'OSE CL. 20.00' ; bt s� 4F R=636 20 l = 122 68" SCALE: 1'. =400, Tol lw E� LJ v) 6=21v 3G'0G" R-796 20- N 36740'00'W 162.50' L 3h6 05' N 75735'00" W 93.:10' N 050'00"W 115.50* — F N 035'0(rW 1I1.50' -� N 35' 10'0D w 68.00' N 74'00*O W 1 a8.00' a, N 9a'3o•00"w 5,5? F SEE SH EF7 8 R=636 20' PREPARED UNDER THE SUPENSION OF- 4,L LpNd s L �G�lVa 1 -52S 96 y� ,� G� PRasECT BOUNDARY {� `, �� 'PPARCEL LINE 4y , . 0 _ S ADJACENT �C7 NO GHRiS J- BERG L"S. BA E a `a � � � C 7* Esp. iz-31-0j * PARCEL NO WITHIN PRfl.fE T r..p ho-ro on r«�•N#tz rwOtr�Fas iy�f/t�O�I 1 \ a 137fl�ttaF+Ptk[\ PaR7-41 din$ -0�� ..3» TO UGGAAL U-SC)UPTION PACE 5 OF 8 04-12-62 11:14 RECEIVED FROM:+ 18 17t F.06 Apr-12-02 11:1Tam From-RUTAN & TUCKER LLP, + T-758 P.07/12 P-800 SHEET b OF 8 SHEETS I it i SEE SHEET 4 PARCELI 2 ALL AMERICAf " I CANAL N-A.P. N 89'53' 14 F 2322. 5' r' N 712 2292.437 b-S9-53-2T R-236-48' 1 Q' 1.^ 371.00- In ra U) N 81'55'03- E 110 . m a=2s�3a'�o" R= 6S6.20' , f R=776.20' E� SHEET C�8 PREPARED UNDER THE SUPERVISION OF: t"_ I bm�n i � a CHRAS .1 BERM, L.S. got: .. • M 7..r7r1�+.R 'C�7�MELb 1firpingla; aysystPii i PARCELI 3 I SEE SHEET 7 LAND 4 � i t S 6�BB Esp 12-31-03 CALF sr-U>ai.rL.E -171 TO LF-GAL DESCRIMON PAGE 6 01P 8 04-12-02 11:14 RECEIVED FROM:+ , So- 30 02' - -a s, Z: 60 {I� W la - PARCEL C j 1 I I � ff I � l SCALE: 1" =400' L -* N1) PROjFCT BOUNJ)ARY PARCE_ LINE ADJACENT L'0T NO 13 PARCEL NO. WiIHIN PROJECT %s1 10 172 P-07 Apr-12-02 11:18am From-RUTAN & TUCKER LLP, + T-758 P-08/12 F-800 SHEET 7 OF s SriiMS as l N !4 58'44"W 50 00' j A=tS'Q4'38� ` R=1QQ.po 1 SEE SHEET 6 `T PARCH VAR t !' [J SON E t I a N 1-23'3T"w 350.oi VAR. PARCEAVENUE 54?zrl- an N 44 58'49" E 36,66' 2514.64' SCALE: f , t3 a 5 6-r 04 i 1.. =400' N 89' 5'23'w N a9' �•5s" E k �-•.---� 26a7.6a• DETAIN "A"- SCAM 1'= 200 I _-------.�-- L_ PARCEL. C PARCEL I 3 l 1 PARCEL. Q � N 8 59'2a jW 2514.64' 1/ N ST59-27 W 2547.64' C/L AVEN u E 54 RES- 0f-DS--E)ES PREPARED UNDER THE SUPEWSION OF: CHMS a. BERG L.S. 5jp a � a � s f i�aw Ooiiwr. Si uc w%Room *u�, 71iTl1.w17 wlMi itigvt7GRf 1 SEE p TAIL V ABOVE —%, i;r t �F' k � � Gj .Lkj ,L J- e s 4- 1p_ Ln � U CAP 12-31-DS CaL��1� S C` DUI_ '-1" To L GAL DESCRIPTION PAGE 7 OF $ h $9'5D'56% N W V) Z C) cn LA. L4 - w — PROjECT CBov1DARY PAR' LINE ADJACENT LOT NO B PARCEL. NO- WITHIN PROaECI A*1 ((��17, i3 -Y 04-12-02 11:15 RECEIVED FROM:+ 173 P.08 Apr-12-02 11:1Sam From-RUTAN & TUCKER LLP, + T-758 P.09/12 F-800 SHEET 8 01 16 ! tHLL t SEE SN EFT 5 1140. PARCEL 2 b=1- 34'oT- R=1372.40' L=37 53' R oor 84' PREPARED UNDER TtiE SUPERVISION Of CKR1S . SERGE. L-S. 6 8 �•aat Wo"Onam~ a ti.4.aG IoA ova.G� Mvf sia►R���i • a a . . • a bum w'e-frh—a �LANOf �ii�1MELF7. i�i�YE�OiL SEE SKEET 6 ; i n R=656.20' �Q L.=326-41' 6 la �- R-77620 PARCEL 3 r- l � 1 L) 4 � 1. L" R=l492.40' j L-166,70' l R=4S.DQ" N 74 58'40 50-00' J R=100.00' r, PARCEL D N ST59'23- w 2514-E4' s N 89"59'23' w .C/L AVENUE 54 �.:1-!,. r0 /:1) 6 --U ��.1. LAlllp � CAD pROjECT BOUNDARY eE� - PARCEL L.ItiC cl PARCEL Nt4_ WITNN FROJEC � Eap. 12-31-03 , Cox, S('I DU LIE TO L.EGA,.L DESCRIPTION PAGE- K Of 8 174 04-12-62 11:15 RECEIVED FROM:+ P•09 1 � —r_ T XTYYTTlTT 66T1f'1 DUE DILIGENCE ITEMS 1. Proforma Preliminary Title Report issued by Fidelity National Title Insurance Company (Effective Date: April 4, 2002, Order Number 9772041-C), together with copies of documents and instruments evidencing those title exceptions set forth on Schedule B of such Preliminary Title Report. 2. Specific Plan No. 85-006, including any and all amendments or additions thereto: - Amendment Number 5: Currently in process (to be provided under separate cover) - Amendment Number 4: Dated September 22, 1998 - Amendment Number 3: Dated July 4, 1998 Planning Commission Approval Letter Dated July 31, 1988 Resolution 98-85 (City Council Approval: Negative Declaration) Resolution 98-050 (Planning Commission Approval: Negative Declaration) Resolution 98-86 (City Council Approval: SPA #3) Resolution 98-051 (Planning Commission Approval: SPA #3) Approved Conditions of Approval - Amendment Number 2: Dated February 17, 1998 (City Council Approval Date) City Council Approval Letter Dated February 26, 1998 Resolution 98-13 (City Council Approval: SPA #2) - Resolution 98-005 (Planning Commission Approval: SPA #2) - Specific Plan 85-006 (March 1985/August 1985/July 1989) Resolution 89-115 (City Council Approval: SPA # 1) Including Conditions of Approval - Ordinance 153 (City Council: Change of Zone — CZ 89-045) Resolution 85-83 (Planning Commission Approval: Original SPA) - Conditions of Approval (October 15, 1985) 3. Draft and Final EIRs for Specific Plan No. 85-006. EXHIBIT "D„ 1. 75 TO OPTION AGREEMENT 615/015610-0048 Page 1 of 1 270751.07 AM02 $ 1� 4. Conditions that may exist in regard to providing utility services to the Property. Will Serve Letters/Utility-Agency Responses: - Imperial Irrigation District: June 29, 1998 Letter - Coachella Valley Water District (re: Well Sites): September 7, 1999 Letter - Coachella Valley Water District (re: SPA #3): July 14, 1998 Letter - Chamber of Commerce: June 17, 1998 Letter - Riverside County Sheriff. June 3, 1998 Letter - Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: July 20, 1998 Letter - Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: July 21, 1998 Letter - Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: June 19, 1998 Letter 5. Tentative Parcel Map No. PM29995. 1. Approved Map 2. Final Map Form 6. Approval Letter and Conditions of Approval for Parcel Map 29995. 7. ALTA Land Title Survey prepared by MDS Consulting. 8. Park Dedications (Quimby Act) Chapter 13.48 of the La Quinta Subdivision Ordinance. 9. All environmental, soils and other reports, surveys, studies and materials concerning the Property or the condition thereof commissioned by Seller or any of its Affiliates or in the possession of Seller or any of its Affiliates, including without limitation, the following: Environmental Report(s): 1. Phase I Environmental Site Assessment (SSCI Environmental and Consulting Services) dated November 7, 1995 2. Phase 1 Environmental Site (Ninyo & Moore): a. North: Dated February 28, 2001 b. South: Dated February 28, 2001 3. City of La Quinta Environmental Impact Report dated May 23, 1985 (including associated letters/conditions/reports). 4. LSA Final Environmental Impact Report (Responses to Comments on Draft EIR) dated March 1984. 615/015610-0048 Page 2 of 2 176 270751.07 AM02 g Soils Report(s): 1. n/a to date Other Report(s)/Survey(s): 1. Geotechnical Reconnaissance (November 1, 1984) 2. Addendum to Geotechnical Reconnaissance (February 21, 1985) 3. Geotechnical Reconnaissance (February 8, 1985) 4. Addendum to Geotechnical Reconnaissance (February 8, 1985/February 20, 1985) 5. Biological Reconnaissance (December 1984) 6. Traffic and Circulation Study (April 1985) 7. Hydrology and Retention Area Calcs (December 9, 1985) 10. The effect of sales, marketing and/or development by Seller of real property adjacent to or located within a fifty (50) mile radius of the Property which real property sales, marketing and/or development may directly or indirectly compete with the Property and Buyer's sales, marketing and/or development thereof. The effect of sales by Seller of real property adjacent to or located within a fifty (50) mile radius of the Property to other third parties (including without limitation, merchant builders), which real property may be sold marketed and/or development, directly or indirectly in competition with the Property and Buyer's sales, marketing and/or development thereof. 11. Desert Sands Unified School District: Agreement for Financing Public School Facilities within the Desert Sands Unified School District Agreement dated December 12, 1986. Buyer acknowledges that the Desert Sands Unified School District has previously expressed an interest in acquiring an approximate twelve (12) acre portion of the Property for construction and operation of an elementary school site; however, District has issued that certain letter dated April 9, 2002, executed by Peggy Reyes, Director of Facilities Services, which states that the District is no longer considering the Real Property for an elementary school site. 12. CVWD: 1. Domestic Water and/or Sanitary System Installation Agreement ("Agreement") (to be completed, i.e. dated, signed and notarized) [duplicate originals, as required by Coachella Valley Water District ("CVWD")]. 2. Bill of Sale (to be signed and witnessed). 61s/o1 A a7o7sl.07 02 Page 3 of 3 177 .o� �v1oa 3. Sample of Water/Sewer Cost Estimates required to provide an 1-year, automatically renewing Certificate of Deposit or Letter of Credit made payable to CVWD (security amount based on construction cost of water and sewer improvements (5% of cost estimate)). 4. Sample Irrigation Water Service Agreement and Irrigation Well Metering Agreement (including copy of cover letter to KSL) 5. Standby water charges and related acreage fees. 13. Sample Storm Drain Water Pollution Prevention Plan and Monitoring Program for PGA WEST Commercial and Residential Properties dated June 1995. 14. PM10 Application: FDCP (Fugitive Dust Control Plan) Application (over 5 acres) Purchaser/Developer Responsibility: +1-525.5 acres. City of La Quinta will require the enclosed application along with a Certificate of Deposit and/or cash in the amount of $1,000 per acre prior to issuance of a Grading permit. 15. Habitat Evaluation for Peninsula Bighorn Sheep on the 600 acre Ranch Parcel near La Quinta, California dated September 14, 1998 (report submitted to KSL Development Corporation by SWCA, Inc.). The effects that the Peninsula Big Horn Sheep may have on development of the Property. April 7, 1999 letter from Department Fish and Game to City of La Quinta. 16. Biological Resources Assessment dated June 2000. The Ranch, La Quinta, Riverside County, California. Prepared for City of La Quinta by PCR Services Corporation. 17. The effect on the Property and/or the development thereof, of the All American Canal located immediately adjacent to the Property. 18. Miscellaneous letters regarding Utilities: 1. May 27, 1999 letter from Mainiero, Smith and Associates to KSL (The Gas Company). 2. May 27, 1999 letter from Mainiero, Smith and Associates to KSL (Imperial Irrigation District). 3. May 3, 2000 letter from The Gas Company to KSL. 4. October 4, 1999 letter from City of La Quinta to KSL (Underground Crossing). 5. September 30, 1999 letter from KSL to City of La Quinta (Underground Crossing). 19. Buyer acknowledges that water well sites may be installed and operated adjacent to the Property and that the exact location of such water well sites may be immediately adjacent to or in close proximity to the Property. Buyer expressly assumes the risk of any 0 615/015610-0048 Page 4 of 4 270751.07 "02 g 178 detrimental effect and/or damages that may be caused by or arise directly or indirectly from, the installation and/or operation of any such water well sites, including without limitation, a diminution in value of the Property (including Residences located thereon) and/or an inability to sell Residences constructed by Buyer on the Property. In addition, Seller acknowledges that water well sites may be installed and operated on the Real Property by Buyer and that Seller expressly assumes the risk of any detrimental effect and/or damages to any adjacent real property owned by Seller, that may be caused by or arise directly or indirectly from, the installation and/or operation of any such water well sites on the Real Property, including without limitation, a diminution in value of any such adjacent real property of Seller (including Residences located thereon) and/or an inability to sell Residences constructed by Seller (or any successor in interest to Seller) on any such adjacent real property. 20. License Relating to Use Federal Easement to Include Golf Course Development within the Coachella Canal Easement, and its Protection Dike Embankments. Agreement dated January 26, 1999 (For Example Purposes Only). 21. Buyer acknowledges that any trees, sod and related equipment that presently exists on the Property that are not planted in or on the ground or not affixed to the realty and that certain "sod farm" operated by Seller's affiliates and located on the Property east of the All American Canal and a maintenance facility operated by Seller's affiliates and located on the Property west of the All American Canal ("Seller Personalty"), a list of which Seller Personalty is attached hereto as Schedule "1 ", shall remain the sole property of Seller and is not included with the sale of the Property. Seller reserves the right in its sole discretion to remove at Seller's expense, and upon prior written notice to Buyer and subject to a written right of entry agreement, in the form attached as Schedule "2", within 180 days after the Close of Escrow, the Seller Personalty located on the Property. Any Seller Personalty that Seller elects not to remove from the Property shall become the property of Buyer and will be accepted by Buyer in its as -is condition. 22. Buyer acknowledges that there presently exists on the Property, (a) the "Kennedy Ranch Improvements" consisting of a residential dwelling unit and related improvements (including without limitation, a swimming pool, shed, car port, etc.) which are not habitable, do not otherwise comply with current building codes, and may contain asbestos, which Buyer agrees to remove at Buyer's sole cost and expense; and (b) certain other improvements located on the Property, including without limitation, the improvements which are the subject of the agreements described in Section 12.12 and in Exhibit `B" of the Agreement, the "Maintenance Facility", the "Bunk House", and the modular trailer at the Ahmansen Ranch House (collectively "Property Improvements") which Property Improvements may contain asbestos for which Buyer agrees to be solely responsible for the removal thereof, all at Buyer's sole cost and expense. The applicable releases set forth in the Purchase Agreement shall be deemed to expressly apply to such Kennedy Ranch Improvements and the Property Improvements. 23. Miscellaneous Kennedy Ranch Property Information: 1. June 12, 2000 Ninyo & Moore Pre -Demolition Asbestos Survey 615/015610-0048 Page 5 of 5 270751.07 AM02 g 179 2. July 10, 2000 McKenna et al. Monitoring Proposal (City of La Quinta Approved Monitoring Contractor) 3. January 23, 1995 Phase 1 Environmental Assessment 24. Miscellaneous Information: a. February 22, 2001 Letter from Jackson DeMarco & Peckenpaugh RE: Final Critical Habitat Boundary for Peninsular Bighorn Sheep. b. July 1, 1997 Bull Barn Lease Agreement (the "Lease") by and between Xochimilco Properties, Inc./KSL Oak Land, L.P. (KSL entities) and MDS Consulting ("Tenant"). Buyer acknowledges that Tenant has personal property on the premises which is the subject of the Lease. C. Pelz School: Third Amendment to the Dave Pelz School Agreement, dated June 1, 2001 (including copies of the Second Amendment, First Amendment and Original Amendment) d. Shadow Lines Mapping. e. National Monument Bill. 615/015610-0048 270751.07 AM02 Page 6 of 6 SCHEDULE "1" LIST OF SELLER PERSONALTY Temporary maintenance facility (structure to remain): 1. Exterior (furniture, equipment, and inventory only, not including item(s) that are affixed to the Real Property): a. Landscaping materials (seed, amendments, and irrigation parts) b. Landscaping equipment (spreaders, golf carts, and various cart parts) c. Vehicles: Truck(s), van(s), and trailers d. Equipment, miscellaneous: Pressure washer, mobile fuel tank, and Storage bins e. Pots: Clay and wooden f. Tile: Terra cotta pavers and roof tiles g. Hotel Items: Refrigerators, serving/kitchen equipment, portable dance floor, banquet tables, chandelier(s), Christmas tree stands, lounge chairs, umbrella stands, and portable street lights h. Parking lot bumpers, metal roll up doors, a/c condensing units, and metal steps i. Firewood 2. Interior building: a. Uniforms b. Fire extinguishers c. Landscaping materials: lawn mowers) d. General office furniture e. Lockers 3. Sod farm: a. Sod b. Irrigation Pump(s) c. Irrigation Pipe(s) 4. Kennedy Ranch: N/A tools, parts, materials and equipment (spreaders and 5. Bunk House: a. Various office, special events materials SCHEDULE "1" TO EXHIBIT "D" 9 ,, TO OPTION AGREEMENT 615/015610-0048 Page 1 of 1 n 270751.07 AM02 g X SCHEDULE "2" FORM OF TEMPORARY RIGHT OF ENTRY AGREEMENT THIS TEMPORARY RIGHT OF ENTRY AGREEMENT (this "Agreement") is dated for reference purposes only as of this July _, 2002, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") and KSL DESERT RESORTS, INC., a Delaware corporation ("KSL") (Agency and KSL may be hereinafter referred to together as the "Parties"). RECITALS A. Agency is, or concurrently herewith will be, the owner of certain real property located in the City of La Quinta, County of Riverside, State of California, more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Real Property")- B. Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated May _, 2002 (the "Purchase Agreement"), by and between KSL Land Holdings, Inc. individually and as trustee and nominee under Land Trust Agreement dated. December 22, 1993 "KSL Holdings"),as "Seller", and Agency, as "Buyer," A enc agreed to ( Agency �' allow KSL one hundred eighty (180) days after the close of escrow in which to enter upon certain portions of the Real Property commonly known as the "Sod Farm" and the "Maintenance Facility" (as hereinafter defined) in order to remove those certain items of personalty (collectively, the "KSL Personalty") listed on Exhibit `B", attached hereto and incorporated herein be reference. C. The purpose of this Agreement is to set forth the terms and provisions of KSL's right of entry. AGREEMENT NOW, THEREFORE, in consideration for the mutual promises, covenants and conditions contained herein and other good and valuable consideration, the Parties agree as follows: 1. Term. This Agreement shall be effective as of the date that the grant deed by which KSL Holdings conveys the Real Property to the Agency is recorded in the Official Records of Riverside, California (the "Effective Date") and shall automatically terminate, without notice, on the date that is one hundred eighty days (180) thereafter (the "Automatic Termination Date"). Notwithstanding the foregoing or anything to the contrary set forth herein, Agency may revoke the Right of Entry (as hereinafter defined) prior to the Automatic Termination Date upon written notice to KSL in the event: (i) in the reasonable judgment of Agency that such revocation is necessary to protect the public health, safety, or welfare pursuant SCHEDULE "2" TO EXHIBIT `B" OF EXHIBIT "B"' �� TO OPTION AGREEMENT 615/015610-0048 Page 1 of 1 270751.07 "02 g 1 8 2 to the exercise of Agency's police powers; or (ii) KSL is in violation of the terms of this Agreement or any applicable law, statute, ordinance, rule, or regulation pertaining to KSL's (or any of KSL's officers, directors, shareholders, participants, affiliates, employees, representatives, invitees, agents, consultants, and contractors (collectively, the "Related Parties")) entry upon the Real Property pursuant to this Agreement, and KSL has failed to cure such violation following KSL's receipt of notice of such violation from Agency. 2. Grant of Right to Enter. Agency hereby grants to KSL a temporary right of entry and right-of-way (the "Right of Entry") in, on, and over that portion of the Real Property located west of the All American Canal and generally around the westernmost portion of the dirt road that leads to the Bull Barn, currently being leased to MDS Consulting (the "Maintenance Facility") and that portion of the Real Property located east of the All American Canal and generally at the north-west corner of Avenue 54 and Jefferson Street (the "Sod Farm"), which Maintenance Facility and Sod Farm are more particularly depicted on Exhibit "C", attached hereto and incorporated herein by reference. The sole purpose for which KSL shall be entitled to use the foregoing Right of Entry is to (i) operate, at KSL's sole cost and expense, the Maintenance Facility and Sod Farm, and (ii) remove, at KSL's sole cost and expense, the KSL Personalty, in accordance with the provisions set forth herein. In connection with KSL's removal of the sod located within the Sod Farm, KSL shall perform erosion control and soil stabilization. Any KSL Personalty that KSL elects not to remove from the Real Property shall, upon the expiration or earlier termination of this Agreement, become the property of Agency; provided, however, this sentence shall not be interpreted to diminish KSL's obligations with respect to repair and restoration of the Real Property as set forth in Section 4 below. 3. KSL Costs. In addition to any costs associated with KSL's operation of the Maintenance Facility and Sod Farm, and removal of the KSL Personalty from the Maintenance Facility and the Sod Farm, KSL shall pay any and all taxes, maintenance, utility, and insurance costs and all other costs associated with KSL's exercise of the rights granted hereunder. Furthermore, in accordance with California Revenue & Taxation Code § 107.6, KSL hereby acknowledges that the possessory interest granted herein may be a taxable interest and, KSL's obligations with respect to the payment of any and all costs associated with KSL's use of the Right of Entry as set forth in this Section 3 shall include, without limitation, the obligation to pay any such possessory interest tax. 4. Repair and Restoration of Property. KSL shall repair any damage it or any Related Party causes to the Maintenance Facility, the Sod Farm, and/or the surrounding Real Property in the course of removing the KSL Personalty from the Maintenance Facility and the Sod Farm pursuant hereto and shall restore the Real Property to a safe, sanitary, and debris -free condition to the reasonable satisfaction of Agency. 5. Assignment. This Agreement and the Right of Entry is personal to KSL and the Related Parties and may not be assigned or transferred by KSL without the prior written consent of Agency. 6. Compliance with Applicable Laws. KSL shall comply with, and shall cause all of its Related Parties to comply with, all applicable governmental laws, rules, and regulations 615/015610-0048 Page 2 of 2 270751.07 AM02 g 183 governing KSL's and its Related Parties' Right of Entry and use of the Real Property ("Applicable Laws"). 7. Liens. KSL shall not permit to be enforced against the Real Property any mechanics', materialmen's, contractors' or other liens arising from, or any claims for damages growing out of, any use herein authorized or otherwise arising from the actions of KSL and/or its Related Parties, except from the actions of Agency, and KSL shall pay or cause to be paid all of said liens and claims before any action is brought to enforce the same against Agency or the Real Property; and KSL agrees to indemnify and hold Agency and the Real Property free and harmless from all liability for any and all such liens and claims and all costs and expenses in connection therewith, in accordance with the provisions set forth in Section 8 below. 8. Indemnity. KSL shall protect, defend, indemnify and hold harmless Agency and its officers, officials, members, employees, agents, and representatives (any of the foregoing shall be known individually as "Indemnitee" and collectively as "Indemnitees"), and each of them, jointly and severally, against and from any and all claims, demands, causes of action, damages, costs, expenses, losses and liabilities, at law or in equity, of every kind or nature whatsoever, including reasonable attorneys' fees and expert witness fees, excluding those resulting in any way from KSL's exercise of the Right of Entry, including, without limitation, injury to or death of any person or persons and damage to or destruction of any property, threatened, brought or instituted ("Claims"), arising out of or in any manner directly or indirectly connected with the entry upon the Real Property by KSL or any of its Related Parties, including without limitation: (a) Any damage to the Real Property and any liability to any third party incurred by reason of any acts or omission of, or any commission of any negligent or tortious acts, by KSL or its Related Parties; (b) Any mechanics' or materialmen's' liens, claims, demands, actions or suits arising (directly or indirectly) from (i) any work performed or materials supplied to or for KSL, or (ii) any activities or any of its Related Parties on or relating to the Real Property (including, without limitation, any claims by any of such Related Parties); and (c) Any costs of removing KSL or its Related Parties from the Maintenance Facility, the Sod Farm, and/or any surrounding areas of the Real Property after the expiration of the term hereof. 9. Insurance. KSL shall procure and maintain during the term of this Agreement, including any holdover period, commercial general liability insurance in an amount not less than One Million Dollars ($1,000,000). Agency and its respective officers, officials, members, employees, agents, and representatives shall be named additional insureds on such policy/ies. KSL's insurance required hereunder shall (i) be primary insurance and not contributory with any other insurance KSL may have; (ii) not contain any special limitations on the scope of protection afforded to Agency and Agency's officers, officials, members, employees, agents, and representatives; (iii) be "date of occurrence" and not "claims made" insurance; (iv) apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; (v) shall provide that the policy shall not be cancelled by the iy 615/015610-0048 3 e Pa of 3 Q 270751.07 "02 g 1 V 4 insurer or KSL unless there is a minimum of thirty (30) days prior written notice to Agency; and (vi) shall be written by a good and solvent insurer rated with a BEST rating of no less than B+ Class X, qualified to do business in California, and registered with the California State Department of Insurance. The deductible or self -insured retention must be declared to the Agency Executive Director, who in his/her sole discretion may require the insurer to reduce such deductible or self -insured retention (but in no event shall such deductible or self -insured retention be required to be reduced below Two Hundred Fifty Thousand Dollars [$250,000]) with respect to Agency and Agency's officers, officials, members, employees, agents, and representatives. KSL shall furnish or cause to be furnished to Agency's Executive Director, prior to the entry on the Real Property pursuant to this Agreement, evidence reasonably satisfactory to the Executive Director (A) of the insurance KSL is required to procure and maintain by this Agreement, and (B) that KSL or any contractor with whom KSL has contracted for the performance of work on or around the Real Property carries workers' compensation insurance as required by law. 10. Miscellaneous. (a) Authority. Each signatory hereto warrants to the other party that it has authority to sign on behalf of the party for whom it purports to sign. (b) Attorneys' Fees. In the event any party hereto brings suit to enforce the terms of this Agreement or on account of breach hereof, the party not prevailing in such suit shall pay all reasonable costs and expenses incurred by the other party in such suit, including, without limitation, court costs, attorneys' fees, and expert witness fees. (c) Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. . (d) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. (e) Litigation Matters. The Municipal and Superior Courts of the State of California in the County of Riverside shall have the exclusive jurisdiction of any litigation between the parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the laws of the State of California. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on KSL shall be made in any manner permitted by law and shall be effective whether served within or outside of California. (f) Non -liability of Agency and Cif Officer's and Employees. No officer, official, member, employee, agent, or representative of Agency shall be personally liable to KSL, or any successor or assign of same, in the event of any default or breach by Agency, or for any amount which may become due to KSL, or any successor or assign of same, or for breach of any obligation of the terms of this Agreement. 0 -, r) 4U, .r 615/015610-0048 f 4 4 Page oQ 270751.07 "02 g 185 (g) Covenant Against Discrimination. KSL covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the performance of this Agreement. (h) Notices. All notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second business day following dispatch. Notices shall be delivered to the following addresses: If to KSL 50-905 Avenida Bermudas La Quinta, California 92253 Attention: Legal Department If to Agency La Quinta Redevelopment Agency 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 Changes in the address to be used for receipt of notices shall be effected in accordance with this Paragraph. (i) Time of Essence. Time is of the essence in the performance of the Agreement. 0) Default; Remedies. If any party hereto fails to timely perform any term or provision of this Agreement which it is obligated to perform, such party shall be in default of this Agreement; provided, however, the party shall not be deemed to be in default if (i) such party cures, corrects, or remedies such default within thirty (30) days after receipt of written notice from the other party specifying such failure, or (ii) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if such party commences to cure, correct, or remedy such failure within thirty (30) days after receipt of written notice specifying such failure and thereafter diligently prosecutes such cure, correction, or remedy to completion. If a default of KSL is not timely cured, corrected, or remedied, Agency or Agency's successors or assigns, if applicable, shall be permitted to pursue such remedies at law or in equity as may be available to it under California law. If a default of Agency or Agency's successors or assigns, if applicable, is not timely cured, corrected, or remedied, KSL's remedy for an uncured default by Agency or its successors or assigns, if applicable, notwithstanding anything in this Agreement, or any other agreement to the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by, California law. In no event shall KSL be entitled to recover damages from Agency or its successors or assigns, and such limitation shall specifically preclude KSL from 615/015610-0048 5 of 5 270751.07 AM02 Page 186 recovering from Agency or its successors or assigns any monetary, consequential, or economic damages of any kind or nature. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above -written. ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel KSL DESERT RESORTS, INC., a Delaware corporation, By: Name: Its: President LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Its: 615/015610-0048 Page 6 of 6 8 7 270751.07 "02 g FYNTRTT "A" LEGAL DESCRIPTION OF THE REAL PROPERTY THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A EXHIBIT "A" TO FORM OF TEMPORARY 2 RIGHT OF ENTRY AGREEMENT 48 2707 1 .07 A 02 Page 1 of 1 18 270751.07 AM02 g REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46039'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89055'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13 ° 17' 09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. 2 615/015610-0048 Page 2 of 2 189 270751.07 AM02 g PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89°50'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 81 ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND 615/015610-0048 Page 3 of 3 2 1 '` 270751.07 AM02 g 190 HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44058'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89051'25" EAST, 767.06 FEET; THENCE SOUTH 41015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: 615/015610-0048 Page 4 of 4 270751.07 AM02 g 2 191 SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0°00'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28°30'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 5 5" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35010'00" WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH 40°50'00" West, 115.50 FEET; THENCE NORTH 75035'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19035'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43 ° 10' 00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13055'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET; THENCE NORTH 46000500" WEST, 180.50 FEET; THENCE NORTH 31°50'00" WEST, 108.00 FEET; THENCE NORTH 5°55'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET;° THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14°00'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH 88020500" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE !, 615/015610-0048 Page 5 of 5 270751.07 AM02 g SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. PARCEL3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE. WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74°58'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013' 54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 21.4 615/015610-0048 Page 6 of 6 270751.07 AM02 g 9 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0000'06" WEST, 420.48 FEET; THENCE SOUTH 89055'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89°53' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 °23'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15' 00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °41'28" AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74059' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. 615/015610-0048 7 of 7 270751.07 AM02 Page 4 LIST OF KSL PERSONALTY Temporary maintenance facility (structure to remain): 1. Exterior (furniture, equipment, and inventory only, not including item(s) that are affixed to the Real Property): a. Landscaping materials (seed, amendments, and irrigation parts) b. Landscaping equipment (spreaders, golf carts, and various cart parts) c. Vehicles: Truck(s), van(s), and trailers d. Equipment, miscellaneous: Pressure washer, mobile fuel tank, and Storage bins e. Pots: Clay and wooden f. Tile: Terra cotta pavers and roof tiles g. Hotel Items: Refrigerators, serving/kitchen equipment, portable dance floor, banquet tables, chandelier(s), Christmas tree stands, lounge chairs, umbrella stands, and portable street lights h. Parking lot bumpers, metal roll up doors, a/c condensing units, and metal steps i. Firewood 2. Interior buildinE: a. Uniforms b. Fire extinguishers c. Landscaping materials: tools, parts, materials and equipment (spreaders and lawn mowers) d. General office furniture e. Lockers 3. Sod farm: a. Sod b. Irrigation Pump(s) c. Irrigation Pipe(s) 4. Kennedy Ranch: N/A 5. Bunk House: a. Various office, special events materials EXHIBIT "B" 2 1 TO FORM OF TEMPORARY 48 2707 1 .07 A 02 RIGHT OF ENTRY AGREEMENT 270751.07 AM02 _. 195 EXHIBIT "C" DEPICTION OF THE MAINTENANCE FACILITY AND THE SOD FARM [SEE ATTACHED] 214 EXHIBIT "C" TO FORM OF TEMPORARY 196 2707 1 .07 A 02 RIGHT OF ENTRY AGREEMENT 270751.07 AM02 Apr-12-02 11:19am From-RUTAN & TUCKER LLP, + T-758 P.10/12 F-800 old AW s0 r M�+NrENrwcE �t�c��►Yy �. EX To Temporary RighT of Entry Agree.Meal Page 1 of 2 94-12-02 11:16 RECEIVED FROM:+ 2 1 197 Apr-12-02 11:1gam From-RUTAN & TUCKER LLP, + T-758 P.11/12 F-800 94-12-62 11:16 FM �--- � C� EXHIBIT "C» 198 To Teraparary Right of Entry .Agreement gage A,7 of 2 RECEIVED FROM:+ P•11 EXHIBIT "E" FORM OF QUITCLAIM Recording Requested ) By And When ) Recorded Return To: ) KSL Land Holdings, Inc. ) 50-905 Avenida Bermudas ) La Quinta, California 92253 ) Attn: Chevis Hosea ) [SPA CE AB VE FOR RECORDER] QUITCLAIM OF OPTION TO PURCHASE This QUITCLAIM OF OPTION TO PURCHASE ("Quitclaim") is made and entered into as of May _, 2002, by the LA QUINTA REDEVELOPMENT AGENCY, a public body and corporate politic ("RDA"), with reference to the following recitals which are incorporated herein: RECITALS: A. KSL LAND HOLDINGS, INC., a Delaware corporation individually and as trustee and nominee under Land Trust Agreement dated December 22, 1993 ("KSL") is the owner of certain real property situated in the City of La Quinta, County of Riverside, State of California, more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference (collectively, the "Real Property"). B. KSL granted the RDA an option to purchase the Real Property and certain other property (as more particularly defined in the Option Agreement, as hereinafter defined) pursuant to that certain Option Agreement dated April 16, 2002 (the "Option Agreement"), by and between KSL, as "Seller", and the RDA, as "Buyer", a memorandum of which was recorded on , 2002, in the Official Records of Riverside County, California as Instrument No. (the "Memorandum"). C. Pursuant to the terms of the Section 2 of the Option Agreement, unless the option was exercised by RDA in accordance with the provisions of the Option Agreement, the Option Agreement automatically terminates and is of no further force or effect as of May 22, 2002. As of the date hereof, RDA has not elected to exercise its option. D. Pursuant to Section 4 of the Option Agreement, the RDA is obligated to provide a quitclaim to remove the Memorandum of Option Agreement as a cloud on title to the Real Property. RDA and KSL therefore desire to effect RDA's remise, release, and quitclaim of its right, title, and interest in and to the Option Agreement through this Quitclaim of Option Agreement. EXHIBIT "E" TO OPTION AGREEMENT 615/015610-0048 1 of 1 e 270751.07 AM02 Page 1919 QUITCLAIM: NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged: 1. RDA does hereby remise, release, and quitclaim all of RDA's right, title, and interest in and to the Option Agreement, as referred to in the Memorandum. 2. This Quitclaim does not affect any rights or obligations of RDA or KSL set forth in any document or instrument other than as described in this Quitclaim of Option Agreement. IN WITNESS WHEREOF, this Quitclaim of Option Agreement has been executed by RDA and KSL on the date first written above and is to be effective upon its recordation in the Official Records of Riverside County, California. ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel «"A». LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By:_ Name: Its: [SIGNATURES CONTINUED ON NEXT PAGE] 21 615/015610-0048 Page 2 of 2 270751.07 AM02 g 200 [SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.] 66ML». KSL LAND HOLDINGS, INC., a Delaware corporation By:_ Name: Its: President KSL LAND HOLDINGS, INC., a Delaware corporation, as trustee and nominee for the benefit of KSL OAK LAND L.P., a Delaware limited partnership and KSL DESERT RESORTS, INC., a Delaware corporation By: Name: Its: President z1 -0048 270751.0i AM02 Page 3 of 3 201 2�o�si.o� .�02 g 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 person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 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 person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] 2 615/015610-0048 270751.07 AM02 Page 4 of 4 An 2 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 person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public [SEAL] r);) 44. A. 615/015610-0048 5 of 5 e 270751.07 AM02 Page 203 EXHIBIT "A" LEGAL DESCRIPTION THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE, NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 859.04 FEET; THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 EXHIBIT "A" 24#2 0 TO QUITCLAIM OF OPTION TO PURCHASE 615/015610-0048 Page 1 of 1 204 270751.07 AM02 g FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34" WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING. PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS. PARCEL B THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. 205 615/015610-0048 Page 2 of 2 270751.07 AM02 g PARCEL C THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8, AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 297.88 FEET; THENCE NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE POINT OF BEGINNING. PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL D THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89050'56" WEST, 132.94 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89033'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND 615/015610-0048 3 of 3 e 270751.07 "02 Page 206 HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET; THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44°58'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING. PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. PARCEL 2 THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE FOLLOWING FOUR (4) COURSES: NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89°51'25" EAST, 767.06 FEET; THENCE SOUTH 41 ° 15' 00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES: 615/015610-0048 Page 4 of 4 270751.07 AM02 g 207 SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 °02' 55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57 FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00" WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH 40050'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET; THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00 FEET; THENCE NORTH 13055'00" WEST, 198.50 FEET; THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST, 108.00 FEET; THENCE NORTH 5°55'00" WEST, 209.00 FEET; THENCE NORTH 10°20'00" EAST, 180.50 FEET; THENCE NORTH 4°40'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'0,0" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37°10'00" WEST, 122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00" WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 72°20'00" WEST, 64.00 FEET; THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST, 116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00" WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE 615/015610-0048 270751.07 AM02 Page 5 of 5 0 8 SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. PARCEL 3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49" WEST, 36.66 FEET; THENCE SOUTH 83002'52" WEST, 151.65 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10502716" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET; THENCE NORTH 28013'54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28°30'06" WEST, 615/015610-0048 Q 270751.07 AM02 Page 6 Of 6 V 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST, 420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06" WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89053' 14" EAST, 2292.43 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 °23'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. PARCEL 4 THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2012'44" EAST, 418.00 FEET; THENCE NORTH 41 ° 15' 00" WEST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °41'28" AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. 48 2707 1 .07 A 02 Page 7 of 7 210 270751.07 AM02 g ATTACHMENT 2 ADDITIONAL AGREEMENT This ADDITIONAL AGREEMENT ("Agreement") is made and entered into as of , 2002 ("Reference Date"), by and among (1) LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), (2) KSL LAND HOLDINGS, INC., a Delaware corporation ("KSL"), and (3) KSL DESERT RESORTS, INC., a Delaware corporation ("Desert Resorts"). RECITALS A. Desert Resorts, an affiliate of KSL, owns and operates the La Quinta Resort & Club, a resort hotel in the City of La Quinta ("La Quinta Resort"). KSL and Desert Resorts are sometimes referred to herein collectively as the "Benefited Parties." B. Concurrently with the execution of this Agreement, Agency and KSL have also entered into that certain Option Agreement ("Option Agreement") pertaining to Agency's potential acquisition from KSL of approximately 525 acres of land and improvements thereon (the "Site"). The Site is legally described in Exhibit "A" hereto. C. If the Agency exercises the option pursuant to the Option Agreement, the parties thereafter intend to enter into the Agreement of Purchase and Sale Agreement and Joint Escrow Instructions attached as Exhibit `B" to the Option Agreement (the "Purchase Agreement"). D. Agency acknowledges that if it acquires the Site pursuant to the Purchase Agreement, it contemplates as of the Reference Date that it may, but is not obligated to, undertake, participate in, financially assist, cause, or facilitate the development on the Site with uses that may include, but not be limited to, one or more publicly owned golf courses (the "Public Golf Course(s)"), hotel(s), motel(s), residential uses, or other commercial uses which may include one or more "condo -hotels" (as that term is defined in Section 1.2 hereinbelow), and/or Agency- or City -owned meeting spaces or conference facilities (as described in Section 1.3 hereinbelow). E. The parties desire in this Agreement to set forth their mutual understanding concerning Desert Resort's equal opportunity to (i) have access to "golf packages" offered by the Public Golf Course(s) for the guests of the La Quinta Resort, and (ii) to have the ability to compete to be the initial manager of the Condo-Hotel(s), and (iii) have access to use the public meeting spaces or conference facilities, all of the foregoing in accordance with the terms of this Agreement. AGREEMENT In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the parties hereto agree as follows: 394/015610-0048 268916.07 PM02 1 211 1. Golf Packages; Condo -Hotel Management; Civic Meeting Facilities 1.1 If the Public Golf Course(s) is/are developed on the Site, Agency agrees that it shall cause, subject to applicable law and any restrictions or limitations reasonably required for bond or other financing for acquisition and development of the Public Golf Courses, the manager of the Golf Course(s) to offer to Desert Resorts for the guests of the La Quinta Resort "golf packages" that are similar to golf packages that are offered to any other hotel, motel, travel lodge, or resort. As used herein the term "golf packages" means a program or programs of discounted rates and/or preferred tee times that is/are not available to the general public, but shall specifically exclude any special or discounted rates or services or preferred tee times made available to individuals who are residents of the City of La Quinta. 1.2 Agency agrees to cause the owner(s) of any Condo-Hotel(s) (as that term is defined below) that is/are developed on the Site to provide to Desert Resort an opportunity to compete, along with any other firms or entities which may be under consideration, to become the initial manager of such Condo -Hotel, only if such owner(s), including by or through a condominium association or timeshare association, engage outside management to manage their Condo -Hotel, and only if and to the extent such requirement placed by Agency on such owner(s), or the implementation of that requirement, is permitted by applicable law or regulation or by any or rule or opinion from an applicable regulatory body with jurisdiction, including but not limited to the California Department of Real Estate or California Department of Corporations. As used in this Section 1.2, the term "Condo-Hotel(s)" means one or more developments that is/are a fractional or time-share condominium project in which owners of units are limited to occupancy for a specified number of days per year and which may but is not required to contain units with multiple "lock -offs" or "keys" (i.e., units with two or more dwelling areas that can be used as bedrooms which may be separately accessed by key and which are rented on a "per night" basis). 1.3 If Agency -owned or City -owned meeting spaces or conference facilities are developed on the Site which are generally available for public use, Agency agrees that it shall cause, subject to applicable law and any restrictions or limitations reasonably required for bond or other financing for acquisition and development of the meeting spaces or conference facilities, the operator of such spaces/facilities to permit the La Quinta Resort to have access to use such spaces/facilities on the same basis and subject to the same rules, regulations, and pricing as any other private commercial user in the City. 2. Condition Precedent. This Agreement shall not be effective unless and until the escrow described in the Purchase Agreement has closed with fee title to the Property having been conveyed to the Agency in accordance with the terms of the Purchase Agreement by recordation, in the official records of Riverside County, of the grant deed in the form attached as an exhibit to the Purchase Agreement ("Grant Deed"). If the Grant Deed is recorded, (i) the date of recordation of the Grant Deed shall be the "Effective Date" of this Agreement, and (ii) any party hereto shall be permitted to prepare and sign, and require the other parties to sign, an Addendum to this Agreement in the form of Exhibit "B" hereto and incorporated herein, that confirms the date of recordation of the Grant Deed. 394/015610-0048 268916.07 PM02 3. Expiration of Agreement. 3.1 Notwithstanding anything in this Agreement, the Option Agreement, the Purchase Agreement, or any other agreement, to the contrary, should this Agreement become effective pursuant to Section 2 above, this Agreement and all of its terms, provisions, rights, and obligations shall automatically expire without notice, and shall be of no force or effect, as of the earlier of (i) the "Automatic Outside Expiration Date" (as defined below) or (ii) the "Automatic Earlier Expiration Date" (as defined below). As used herein: (1) the term Automatic Outside Expiration Date means the date that is seven (7) years from the Effective Date, and (2) the term Automatic Earlier Expiration Date means the date prior to the Automatic Outside Expiration Date that any of the events set forth in the following clauses (a) or (b) or (c) first occurs: (a) either Benefited Party sells, transfers, or assigns, one or more times and from time to time, in the aggregate, a controlling interest in said Benefited Party to an unrelated third party; or (b) either Benefited Party sells, transfers, or assigns fee title to the real property upon which the La Quinta Resort is situated to an unrelated third party; or (c) either Benefited Party sells, transfers, or assigns the operational control of the La Quinta Resort to an unrelated third party. Additionally, as used in this clause (2), the term (A) an "unrelated third party" means a person, firm, or entity, including but not limited to a sole proprietorship, general or limited partnership, limited liability company, or corporation, whose controlling or managing general partner(s), managing member, or majority shareholder(s) are not the principals who own the majority of shares of that Benefited Party as of the Reference Date of this Agreement, and (B) a "controlling interest" shall mean an ownership (or other equitable interest) in an entity which, in the aggregate, gives the owner (or holder of the equitable interest) thereof the right to control the management or policies of that entity. 3.2 If either Benefited Party makes a sale, transfer, or assignment as set forth in Section 3.1(2) above, that Benefited Party shall immediately provide written notice to Agency of that transfer or assignment. 3.3 Upon the expiration or termination of this Agreement, KSL and Desert Resorts, at the written request of Agency, shall sign and deliver a quitclaim deed in a form reasonably required by a reputable title company, releasing all rights and interests in and to this Agreement. 4. Representation and Warranty Concerning No Recordation. Each party hereto represents and warrants to the other that it shall not record this Agreement. 5. No Reliance on Other Agreements. No party hereto nor any agents nor any related entities have made any statement or representation to any other party regarding any fact relied upon in entering into this Agreement, and each party expressly states it does not rely upon any statement, representation or promise of any other party or any party's agent or related entities in executing this Agreement, except as is expressly stated in this Agreement. Each party to this Agreement has made such investigation of the facts and law pertaining to this Agreement, and of all other matters pertaining thereto, as it deems necessary, and has consulted with legal counsel concerning these . 23. 394/015610-0048 268916.07 PM02 3 213 matters and all of the terms of this Agreement, or has knowingly and voluntarily waived its right consult legal counsel of its choice concerning this Agreement of the terms hereof. 6. Severability. In the event any term, covenant, condition, or provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, the remaining provisions shall continue in full force and effect. 7. Amendment; Waiver. This Agreement may be amended, only by written instrument approved and signed by all of the parties hereto. The waiver by one party of the performance by any other party of any provision of this Agreement shall not invalidate this Agreement, nor shall it be considered as a waiver of any subsequent breach of the same or other provisions of this Agreement. Any waiver provided by KSL or Desert Resorts shall be deemed a waiver provided by both KSL and Desert Resorts. 8. Default; Remedies. If any party hereto fails to timely perform any term or provision of this Agreement which it is obligated to perform, such party shall be in default of this Agreement; provided, however, the party shall not be deemed to be in default if (i) such party cures, corrects, or remedies such default within thirty (30) days after receipt of written notice from either of the other parties specifying such failure, or (ii) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if such party commences to cure, correct, or remedy such failure within thirty (30) days after receipt of written notice specifying such failure and thereafter diligently prosecutes such cure, correction, or remedy to completion. If a default of a party or its respective successors or assigns, if applicable, is not timely cured, corrected, or remedied, the non -defaulting party's remedy for an uncured default by the defaulting party or its respective successors or assigns, if applicable, notwithstanding anything in this Agreement to the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by, California law. In no event shall a party hereto be entitled, under this Agreement, to recover damages from any defaulting party or its respective successors or assigns for a default of this Agreement, and such limitation shall specifically preclude all the parties to this Agreement from recovering from one another or their successors or assigns any monetary, consequential, or economic damages of any kind or nature for a defaulting party's default of this Agreement. 9. Attorney's Fees; Litigation Matters. In any action between or among the parties hereto concerning this Agreement, the prevailing party in the action shall be entitled to recover its costs and expenses including without limitation, litigation costs, expert witness fees, court costs, and attorney's fees as specified by the court, in addition to whatever other relief the court may grant. Any litigation between the parties hereto concerning this Agreement shall be filed and maintained in the Superior Court of the State of California in and for the County of Riverside or in such other appropriate court in said county. Service of process on KSL and Desert Resorts shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. Service of process on Agency shall be made in accordance with California law. 10. Governing Law. The rights and obligations of the parties hereto shall be construed and enforced in accordance with, and governed by, the internal laws of the State of California without regard to any applicable conflicts of law principles. 394/015610-0048 268916.07 PM02 4 214 11. No Third Party Beneficiaries. No person or entity shall be a third party beneficiary, express or implied, of the terms of this Agreement. 12. Notices. All notices and communications between the parties hereto required under this Agreement or by law shall be (i) personally delivered, (ii) delivered by reputable same -day or overnight courier service, by facsimile transmission, provided the original is delivered by one of the other means approved herein, or (iii) sent by United States mail, prepaid, certified, return receipt requested. All notices personally delivered, delivered by courier, or by fax (in accordance with the terms hereof) shall be deemed effective upon receipt; mailed notices shall be deemed effective at Noon on the third business day following dispatch. A "business day" as used herein shall mean any day that is not a Saturday, Sunday, or any other day that La Quinta City Hall is closed to the public. Notices delivered by Agency to KSL or Desert Resorts shall be deemed notice delivered to both KSL and Desert Resorts. Notice shall be directed as follows (a party hereto may change the addresses by notice to the other party in accordance herewith): If to KSL and/or Desert Resorts: KSL Land Holdings 50-905 Avenida Bermudas La Quinta, CA 92253 Attn: Mr. Chevis Hosea Fax: (760) 564-8190 With copy to: KSL Land Holdings 50-905 Avenida Bermudas La Quinta, CA 92253 Attn: Legal Dept. Fax: (760) 564-8003 If to the Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director Fax: (760) 777- 7101 With copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. Fax: (714) 546-9035 13. Nonliability of Agency Officers. The officers, officials, members, employees, agents, and representatives of the .Agency shall not be personally liable for any default or damages arising out of this Agreement. 14. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous negotiations, agreements, and 394/015610-0048 2 3 268916.07 PM02 5 215 understandings, oral or written, between the parties, and no party has relied upon any warranty or representation not contained in this Agreement. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all the parties hereto. [end — signature page follows] 394/015610-0048 V 'i 268916.07 PM02 .216 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Reference Date set forth hereinabove. "KSL KSL LAND HOLDINGS, INC. By: Printed Name: Its: `DESERT RESORTS" By: Printed Name: Its: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY wo ATTEST:" Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel 394/015610-0048 7 268916.07 PM02 Thomas Genovese Executive Director raj .21'7 EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE [SEE FOLLOWING PAGES] 394/015610-0048 1 268916.07 PM02 218 REPLACE THIS PAGE WITH LEGAL DESCRIPTION 394/015610-0048 268916.07 PM02 219 EXHIBIT "B" FORM OF ADDENDUM [SEE FOLLOWING PAGES] 394/015610-0048 268916.07 PM02 220 ADDENDUM TO ADDITIONAL AGREEMENT THIS ADDENDUM TO ADDITIONAL AGREEMENT ("Addendum") is made and entered into this day of , 20021 by and among LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), KSL LAND HOLDINGS, INC., a Delaware corporation ("KSL"), and KSL DESERT RESORTS, INC., a Delaware corporation ("Desert Resorts"). A. Agency, KSL, and Desert Resorts entered into that certain Additional Agreement, with the Reference Date of , 2002. B. Pursuant to Section 2 of the Additional Agreement, any of the parties may cause the execution of this Addendum to confirm the date of recordation of the Grant Deed as referred to therein. C. The parties hereby confirm that the date of recordation of the Grant Deed as referred to in Section 2 of the Additional Agreement is 312002. D. This Addendum may be executed in counterparts, each of which, when all parties hereto have signed this Addendum, shall constitute an original. [end — signature page follows] 394/015610-0048 1 268916.07 PM02 221 In witness whereof the parties have executed this Addendum as of the date first above written. "KSL KSL LAND HOLDINGS, INC. By: Printed Name: Its: KSL DESERT RESORTS, INC. By: Printed Name: Its: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY I0 ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel 394/015610-0048 2 268916.07 PM02 Thomas Genovese, Executive Director 2 222 COUNCIL/RDA MEETING DATE: April 16, 2002 ITEM TITLE: Consideration of a Request by Building Horizons for an Affordable Housing Agreement for an 9th Year Funding By and Between the La Quinta Redevelopment Agency and Building Horizons RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: C-- CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Approve the Affordable Housing Agreement, authorize the Chairman to sign the necessary documents and appropriate $210,000 from Redevelopment Project Area No. 1 Low and Moderate Income Housing Fund. FISCAL IMPLICATIONS: The program, as outlined in the Agreement, will require an expenditure of up to $210,000. The Agreement, however, provides that the Agency be repaid $40,000 at the close of escrow when the two single family dwellings are sold. The remaining $170,000 will be made available in the form of a Quiet Second for the home buyer. The source of these funds will be the Agency's Project Area No. 1 Low and Moderate Income Housing Fund. BACKGROUND AND OVERVIEW: In 1994, the Agency entered into a Disposition and Development Agreement with Building Horizons to facilitate the construction and sale of two single family homes to low or moderate income households. Subsequent to this Agreement, each year the Agency has entered into an Affordable Housing Agreement to provide assistance with the program. To date, all the houses constructed have been sold. The houses currently under construction for the 8th Year program, have buyers who are pre - qualified for the loans. If the Agency approves the program as requested, the Quiet Second would be available for the two houses. The Low income family would be funded up to $85,000; the Moderate income family would be funded up to $40,000. The remaining of the unused funds would be returned to the Agency. Due to the success of the program, Building Horizons is requesting continuance of this program for the 2002/2003 Fiscal Year (Attachment 1). 2 �' G:\WPDOCS\CC Stf Rpts\BldgHorizFundReq.wpd FINDINGS AND ALTERNATIVES: Alternatives available to the Redevelopment Agency Board include: 1. Approve the Affordable Housing Agreement, authorize the Chairman to sign the necessary documents and appropriate $210,000 from Redevelopment Project Area No. 1 Low and Moderate Income Housing Fund; or 2. Do not approve the Affordable Housing Agreement, do not authorize the Chairman to sign the necessary documents and do not appropriate $210,000 from Redevelopment Project Area No. 1 Low and Moderate Income Housing Fund; or 3. Provide staff with alternative direction. Respectfully submitted, yHen C mmu ity Development Director Approved for submission by: Thomas P. Genovese, Executive Director Attachments: 1. Letter from Building Horizons 2. Affordable Housing Agreement-2002/2003 G:\WPDOCS\CC Stf Rpts\BldgHorizFundReq.wpd D Gas c�G DNG HOEZoNs February 4, 2002 Mr. Jerry Herman Director of Community Development City of La Quinta P.O. Box 1504 La Quinta, CA 92253 Dear Mr. Herman: ATTACHMENT #1 /Qll !N RECEIVED z p FEB 7 w I am writing to request approval from the City of La Quinta Redevelopment Agency for your support of the Building Horizons program for the academic year 2002/2003. As in previous years, we request the Redevelopment Agency to allocate a total of $210,000 to fund the program. When the two homes close in the spring of 2003, $40,000 will be repaid to the Redevelopment Agency. The remaining $170,000 will be made available to the purchasers of the homes as a quiet second. Enclosed is a breakdown of costs based on a selling price of $165,000 per house and an anticipated interest rate of 8.5%. Given the current escalating prices of homes in the Cove, we feel this is a conservative valuation on our project. Obviously, should there be a decline in home prices the amount of subsidy needed would be reduced. Building Horizons is very pleased with the partnership we have with the City of La Quinta Redevelopment Agency and the opportunity to construction additional homes for low-income families while providing a quality educational program for our students. We look forward to our continued work with you. Sincerely, Dale Wissman Executive Director Enclosure (1) 4 42-600 Cook St. StP_120 - Palm n acort re 0'2711 - nu• -7Cn Qnn A7AQ Cnv. '7cn ann c oo-- COST ANALYSIS FOR 2002/03 HOUSES BUILDING HORIZONS Purchase Price $165,000 Down Payment 49950 First Trust Deed 751,050 Silent 2nd TD 8511000 Total $1651000 578 Allocation for Taxes 172 Allocation for Insurance 47 Mortgage Insurance 0 Total Payment 798 Less Utility Allowance 75 Affordable Housing Payment $873 24 1 005 PI6'd 88290V9@9L:WOHA GRAI202H eyolzrSKY 'au9uw0O r go r abed S-bGL=uor�d-r.zoFva �69LZO00-Ya-O.WV =iIPPrO 13 J r- 39vd I SAW - •tee (p�S h+kx•.•� "'HN3SC; �. ,��� '� i soz : X41076, a't -pa ZZ opt N k Q 7 ram 00fr7g t YOfArJAr �� b Its Iis�} �jN +.07 t4ej' N a A I g� m i — n 0/'-777a'�t a► 079 . o9s D'aflV�ild' o on . � , he In as Q I 4i �G w Im • �a7�« - t �' s Z9arrllYa� vs� MIAGAd C M w o ..,. c� l � `? i •C - aae M6t ` R w 1 Mom" SNOZIaOH ONIa-line 886.90V689L 6s :68 -380z :'88 c:kj ATTACHMENT #2 2002/03 AFFORDABLE HOUSING AGREEMENT BY AND BETWEEN LA QUINTA REDEVELOPMENT AGENCY, AND BUILDING HORIZONS, G:\WPDOCS\Documents\BldgHorzAFA.wpd AGENCY DEVELOPER �., ( ,,.IT . 24 Table of Contents I. [100] SUBJECT OF AGREEMENT ............................. 1 A. [ 101 ] Purpose of Agreement ................ .. ........ 1 B. [102] The Redevelopment Plan .......................... 1 C. [103] The Site ...................................... 1 D. [104] Parties to the Agreement .......................... 2 1. [105] The Agency .............................. 2 2. [ 1061 The Developer .............................. 2 3. (107] Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of the Site ............................... 2 E. [ 1081 Representations by the Developer .................... 3 II. [200] AGENCY ASSISTANCE .. .............................. 4 A. [201 ] Acquisition and Construction Financing ................ 4 B. [202] Conditions Precedent to the Funding of Acquisition Financing . 4 C. [203] Home Buyer Loan and Second Trust Deed .............. 5 D. [204] Acquisition of the Site ............................ 5 E. [205] Escrow ...................................... 6 F. [206] Conveyance to Eligible Persons and Families ............ 7 II. [300] DEVELOPMENT OF THE SITE ........................... 7 A. [301 ] Development of the Site .......................... 7 1. [302] Scope of Development ....................... 7 2. [303] Site Plan ................................. 8 3. [304] Review and Approval of Plans, Drawings, and Related Documents 4. ...........................................8 [305] Cost of Development ........................ 9 5. [306] Construction Schedule ....................... 9 6. [307] Indemnity, Bodily Injury and Property Damage Insurance 9 7. [308] City and Other Governmental Agency Permits ...... 10 8. [309] Rights of Access .......................... 10 9. [310] Local, State and Federal Laws ................. 10 10. [31 1 ] Anti -Discrimination ......................... 10 11. [312] Taxes and Assessments .................... ' 11 B. [313] Prohibition Against Transfer of the Site, the Buildings or Structures Thereon and Assignment of Agreement ....... 11 C. [314] Right of the Agency to Satisfy Other Liens on the Site(s) After Title Passes .................................. 1 1 D. [3151 Certificate of Completion ......................... 11 008 G:\WPDOCS\Documents\BldgHorzAFA.wpd IV. [4001 USE OF THE SITE .................................. 12 A. [4011 Affordable Housing ............................ 12 B. [4021 Uses In Accordance with Redevelopment Plan; Nondiscrimination ................................... 19 C. [4031 Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction ...... 20 D. [4041 Maintenance of the Site .......................... 21 V. [5001 DEFAULTS AND REMEDIES ........................... 21 A. [501 ] Defaults -- General ............................. 21 B. [5021 Legal Actions ................................. 21 1. [5031 Institution of Legal Actions ................... 21 2. [5041 Applicable Law ........................... 22 3. [5051 Acceptance of Service of Process .............. 22 C. [5061 Rights and Remedies Are Cumulative ................ 22 D. [5071 Inaction Not a Waiver of Default .................... 22 E. [5081 Remedies and Rights of Termination ................. 22 1. [5091 Damages ............................... 22 2. [5101 Specific Performance ....................... 23 3. [51 1 ] Right of Termination by the Developer ........... 23 4. [5121 Termination by the Agency ................... 23 F. [5131 Remedies of the Parties for Default After Closing of the Acquisition Escrow ............................. 24 1. [5141 Termination and Damages .................... 24 VI. [6001 GENERAL PROVISIONS .............................. 24 A [60 T 1 Notices, Demands and Communications Between Parties ... 24 B. [6021 Conflicts of Interest ............................ 24 C. [6031 Enforced Delay; Extension of Times of Performance ...... 24 D. [6041 Non -Liability of Officials and Employees of the Agency and the Developer ................................... 25 E. [6051 Entire Agreement, Waivers ........................ 25 VII. [7001 TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ...................................................26 r) 41 4a G:\WPDOCS\Documents\BldgHorzAFA.wpd Attachment No. 1 Attachment No. 2 Attachment No. 3 Attachment No. 4 Attachment No. 5 Attachment No. 6 Attachment No. 7 Attachment No. 8 Attachment No. 9 Attachment No. 10 Attachment No. 11 ATTACHMENTS Scope of Development Schedule of Performance Developer Promissory Note Developer Deed of Trust Declaration of Conditions, Covenants and Restrictions Certificate of Completion Maximum Sales Price Example Certificate of Proposed Transferee Notice of Intent to Transfer Request for Approval of Proposed. Transferee Assumption Agreement 2 Olt) G:\WPDOCS\Documents\BldgHorzAFA.wpd AFFORDABLE HOUSING AGREEMENT This Affordable Housing Agreement ("Agreement") is entered into by and between LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency") and BUILDING HORIZONS, a California nonprofit public benefit corporation (the "Developer"). The Agency and the Developer (collectively referred to as the "Parties") hereby agree as follows: I. [1001 SUBJECT OF AGREEMENT A. [ 101 ] Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the La Quinta Redevelopment Project (the "Project") by providing for the improvement of certain property situated within the Project Area of the Project (the "Project Area"), by assisting in the financing of the acquisition and development of two parcels (the "Site") situated within the Project Area, including the completion of a single-family home on each parcel and the long-term maintenance of such housing at an affordable housing cost for persons and households of low and moderate -income, all as more fully described in this Agreement. The Agency financial assistance in this Agreement shall be utilized to effectuate a portion of the Agency's overall affordable housing program pursuant to the requirements of California Health and Safety Code Section 33334.2 to expend twenty percent (20%) of its increment funds to improve, increase and preserve the community's supply of low- and moderate housing. The acquisition and development of the Site and the occupancy of the units as developed by households of limited incomes all as provided in this Agreement are in the vital and best interests of the City of La Quinta (the "City") and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. B. [ 1021 The Redevelopment Plan The Redevelopment Plan for Project Area No. 1 (the "Redevelopment Plan") was approved and adopted by Ordinance No. 43 of the City Council of the City of La Quinta on November 29, 1983 and amended by Ordinance No. 258 on December 20, 1994 and Ordinance No. 264 on March 7, 1995; said ordinance as amended and the Amended Redevelopment Plan are incorporated herein by reference. C. [1031 The Site The "Site" shall consist of two parcels of real property within the Project Area in the City of La Quinta, County of Riverside. The Site shall be acquired by the Developer. A maximum of two (2) detached, single-family homes will be developed ; 01.1 G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 on the Site (one on each parcel) in accordance with the "Scope of Development" and by the times set forth in the "Schedule of Performance," which are attached hereto as Attachment Nos. 1 and 2, respectively, and incorporated herein by reference. Any material change, as reasonably determined by the Agency, in the Scope of Development (Attachment No. 1) or in the approved site plan which affects the size, quality, or type of development proposed for one or more of the parcels shall require the written approval of the Agency, which approval may be contingent upon the review and renegotiation of all of the economic and financial terms of this Agreement and such other matters as the Agency shall deem appropriate. D. [ 1041 Parties to the Agreement 1. [105] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California, Division 24 of the California Health and Safety Code, the principal office of the Agency is located at 78-495 Calle Tampico, La Quinta, California 92253, or such other address as Agency shall hereafter designate in writing to Developer. "Agency", as used in this Agreement, includes the La Quinta Redevelopment Agency and any and all assignees of or successors to its rights, powers and responsibilities. 2. [ 106] The Developer The Developer, Building Horizons, is a California nonprofit public benefit corporation. The principal office and mailing addresses of the Developer for purposes of this Agreement is P.O. Drawer 10320, Indio, California 92202. By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Developer have been obtained, and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do so. Whenever the term "Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interests as herein provided. 2 J_ 012 G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 3. [ 1071 Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of the Site The qualifications and identity of the Developer are of particular interest to the Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with the Developer. Consequently, no person, whether a voluntary or involuntary successor of Developer shall acquire any rights or powers under this Agreement nor shall the Developer assign all or any part of this Agreement or the Site without the prior written approval of the Agency. A voluntary or involuntary sale or transfer of any interest in the Developer of the Site prior to the issuance of a Certificate of Completion for the Improvements with respect to such Site shall be deemed to constitute an assignment or transfer for the purposes of this Section 107, and the written approval of the Agency shall be required prior to effecting such an assignment or transfer. Any purported transfer, voluntarily or by operation of law, except with the prior written consent of the Agency, shall render this Agreement absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. Prior to the issuance of a Certificate of Completion for the Improvements, the Developer shall not, except as permitted by this Agreement, assign or attempt to assign this Agreement or any rights or duties herein, nor make any total or partial sale, transfer, conveyance, or assignment of the whole or any part of the Site or the Developer Improvements thereon, without the prior written approval of the Agency. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment or this Agreement or transfer of the Site or any interest therein shall not be required in connection with the conveyance or dedication of any portion of the Site to the City of La Quinta or other appropriate governmental agency, including public utilities, where the granting of such easements permits or facilitates the development of the Site. This Section 107 shall become inapplicable for each Site as to which the Agency has issued a Certificate of Completion pursuant to Section 316 of this Agreement. E. [ 1081 Representations by the Developer The Developer represents and warrants to the Agency as follows: 1. The Developer is duly established and in good standing under the laws of the State of California and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. This Agreement is enforceable J 2 r , against the Developer in accordance with its terms. '�' 013 G:\WPDOCS\Documents\BldgHorzAFA.wpd 3 2. The Developer does not have any contingent obligations or contractual agreements which could adversely affect the ability of the Developer to carry out its obligations hereunder. 3. There are no pending or, so far as is known to the Developer, threatened, legal proceedings to which the Developer is or may be made a party or to which it or any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency, which could adversely affect the ability of the Developer to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, looking toward the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of the Developer to carry out its obligations hereunder. 5. The Developer has, and will as required by its obligations hereunder, dedicate, allocate and otherwise make available, sufficient financial and other resources to perform its obligations under this Agreement. Each of the foregoing items 1 to 5, inclusive, shall be deemed to be an ongoing representation and warranty and shall survive the close of escrow for the Site(s). The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items 1 to 5, inclusive. 11. [2001 AGENCY ASSISTANCE The "Agency Assistance" shall be comprised of two components: (1) acquisition and construction financing, and (2) second trust deed assistance for the low or moderate income buyer. A. [2011 Acquisition and Construction Financing (1) Agency shall provide financing in a total amount not to exceed of Two Hundred and Ten Thousand Dollars ($210,000) for the acquisition of both parcels of the Site and the complete construction of both housing units by Developer pursuant to the terms of the Scope of Development (Attachment No. 1), the Schedule of Performance (Attachment No. 2) and the Developer Promissory Notes and Developer Deed of Trusts (Attachments Nos. 3 and 4, attached hereto and incorporated herein by this reference); (ii) Each parcel shall have a separate Developer Promissory Note and c- Developer Deed of Trust; ?� 014 G:\WPDOCS\Documents\BldgHorzAFA.wpd 4 (iii) Agency Funds for each Developer Promissory Note in an amount not to exceed $105,000 for each of the housing units shall be dispersed directly to escrow for the acquisition costs portion and the remaining amount shall be disbursed according to a combination of a construction schedule and invoice documentation to be approved by the Agency Executive Director; (iii) The Developer Promissory Note for each property of the Site shall bear no interest and shall be due and payable upon the sale of the corresponding lot to an Eligible Person or Family as defined in Section 401. B. [2021 Conditions Precedent to the Funding of Acquisition Financing Prior to and as conditions to funding any portion of the Developer Promissory Note, the Developer shall complete each of the following by the respective times established therefor in the Schedule of Performance (Attachment No. 2): 1. the Developer shall not be in default of this Agreement; 2. the Developer provides to the Executive Director insurance certificates conforming to Section 308 of this Agreement; 3. the Developer shall have executed and deposited with escrow for delivery to the Agency the Developer Promissory Note for each lot (Attachment No. 3); 4. the Developer shall have executed and deposited with escrow for recordation and delivery to the Agency the Declaration of Conditions, Covenants and Restrictions concerning the use of and maintenance of the Site for each lot (Attachment No. 5) and the Developer Deed of Trust for each lot; and The foregoing items numbered 1 to 5, inclusive, together constitute the "Conditions Precedent to the Agency funding of the acquisition portion of the Developer Promissory Note." C. [2031 Home Buyer Loan and Second Trust Deed Home Buyer Assistance funds shall be in the form of a promissory note ("Buyer Promissory Note") secured by a second trust deed ("Buyer Second Trust Deed") to assure the affordability of the housing unit to low and moderate income buyers as defined in Section 401 hereof. The amount of second trust deed funds available shall be determined at the time of qualifying the proposed low or moderate income buyer of the unit. The final amount shall be approved by the Executive Director in compliance with the Agency Board's goals and policies for its affordable housing program. � � -� 01.5 G:\WPDOCS\Documents\BldgHorzAFA.wpd 5 The basic form of the Buyer Promissory Note and the Buyer Second Trust Deed shall be that form currently approved for use by the Agency for its affordable housing program at the time of the sale of the units to the buyers. The form may need revision at a staff level to be current with Fannie Mae, HUD or other government or lender requirements. Basic terms of the Buyer Promissory Note shall include: (1) zero percent interest; (ii) 30-year term; (iii) no payments due unless sale to a nonqualified buyer triggers payment under equity share provision; (iv) assumability to a qualified buyer, and (v) full credit of all payments at end of term if all conditions, covenants and restrictions have been followed. The Agency Assistance has been funded from the Agency's Low and Moderate Income Housing Fund. Accordingly, Developer acknowledges and agrees that the use of the Site shall be subject to all of the income and affordability restrictions set forth in this Agreement, and the Declaration of Covenants, Conditions and Restrictions (Attachment No. 5). D. [2041 Acquisition of the Site The Developer will acquire a fee simple marketable interest to the Site. The cost of the Developer to acquire each parcel, including consideration payable to owners, relocation benefits or assistance, escrow charges, premiums for title insurance and other closing costs, appraisal fees, preliminary title reports, reasonable attorneys fees, and other related charges shall be approved in advance by the Executive Director and included in the site cost calculation as allowable costs to be advanced under the Developer Promissory Note dispersement schedule as approved by the Executive Director. E. [2051 Escrow The Developer agrees to open an escrow or escrows (the "Acquisition Escrows)") with Fidelity National Title Company, Escrow Division, or with another mutually agreeable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance (Attachment No. 2). This Agreement constitutes the lenders escrow instructions for the financing of the Site acquisition and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Acquisition Escrow. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Acquisition Escrow its acceptance of the provisions of this Section 205, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. G:\WPDOCS\Documents\BldgHorzAFA.wpd 6 2 J ` ) The Agency shall pay into the Acquisition Escrow the total amount of the purchase price for each lot in the Site and the following fees, charges and costs for each lot promptly after the Escrow Agent has notified the Agency of the total amount of such purchase price, fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the Acquisition Escrow: 1. The Escrow fee; and 2. Cost of drawing the grant deed; 3. Recording fees; 4. Notary fees; 5. The title insurance policy; and 6. Any transfer tax and any state, county or city documentary stamps. The Escrow Officer shall notify the Agency when all outstanding documents including the grant deed to the Developer, the Developer Trust Deed and the Declaration of Conditions Covenants and Restrictions have executed and submitted to Escrow by the applicable party. The Agency shall provide the funds pursuant to the Developer Promissory Note directly to Escrow within three (3) business days of the notice by Escrow that all other contingencies to the closing have been met and the above documents are ready to record. The Escrow Agent is authorized to utilize the Agency funds provided pursuant to the Developer's Promissory Note for the above acquisition costs on the condition of the immediate recording of the Developer's Deed of Trust (Attachment No. 4) and the Conditions, Covenants and Restrictions (Attachment No. 5) after recording of the grant deed vesting title in the Developer's name. All funds received in this Acquisition Escrow shall be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest -earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. If this Acquisition Escrow has not closed within three working days of the receipt by Escrow of the Agency funds then said funds shall be returned to the Agency unless written authorization to retain the funds is provided by the Agency Executive Director. 250 0 1. t" G:\WPDOCS\Documents\BldgHorzAFA.wpd 7 Any amendment to these lender's escrow instructions shall be in writing and signed by the Agency. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. The liability of the Escrow Agent in the capacity of escrow holder with respect to the Agency is limited to performance of the obligations imposed under it under this Section 205 of this Agreement. F. [2061 Conveyance to Eligible Persons and Families At such time as the Developer conveys each parcel of the Site to Eligible Persons and Families, it shall assure that the Conditions, Covenants and Restrictions (Attachment No. 5) remain of second seniority to the lien of any financing, and that the Second Deed of Trust is recorded in a second lien position, behind the lien securing purchase money financing. The conveyances of lots shall be accomplished by grant deed which sets forth the affordability and nondiscrimination provisions in the form to be approved by the Agency Executive Director and Agency Counsel prior to transfer of property to Eligible Person or Family. II. [3001 DEVELOPMENT OF THE SITE A. [3011 Development of the Site 1. [3021 Scope of Development Each parcel of the Site shall be developed as a detached, single- family housing unit as provided in the Scope of Development (Attachment No. 1). The development of the Site shall include both public improvements and private improvements on the Site and public improvements off -site required in the normal course of City review by the City associated with the development of the Site (collectively, the "Improvements"). Upon close of the Acquisition Escrow, the Developer shall commence and complete construction of the Improvements for each individual lot of the Site by the respective times established therefor in the Schedule of Performance (Attachment No. 2). The Scope of Development (Attachment No. 1) shall include any plans and specifications submitted to the City and/or Agency for approval, and shall incorporate or show compliance with all mitigation measures. 2. [3031 Site Plan By the time set forth therefor in the Schedule of Performance r r s (Attachment No. 2), the Developer shall prepare and submit to the City for its approval 40, a Site Plan and related documents which conform to requirements of the City and G:\WPDOCS\Documents\BldgHorzAFA.wpd 8 • which contain the overall plan for development of the Site in sufficient detail to enable the City to evaluate the proposal for conformity to the requirements of the La Quinta Municipal Code and this Agreement. The Site shall be developed as established in this Agreement and such documents, except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment No. 1). The landscaping and finish grading plans shall be prepared by a professional landscape architect or registered civil engineer who may be the same firm as the Developer's architect or civil engineer. During the preparation of all drawings and plans, staff of the City and the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the City. The staff of City and the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speeding consideration. 3. [3041 Review and Approval of Plans, Drawings, and Related Documents The Agency and the City shall have the right of planning, including plan check, review of all plans and submissions, including any changes therein. During each stage of the processing of plans for the Improvements, the Agency and the City shall have the right to require additional information and shall advise the Developer if any submittal of plans or drawings is not complete or not in accordance with City/Agency procedures. If the Agency or the City determines that such a submittal is not complete or not in accordance with procedures, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No.2) . If the Developer desires to make any substantial changes in the construction plans after their approval by the Agency and the City, the Developer shall submit the proposed change to the Agency and the City for their approval. If the construction plans, as modified by the proposed change, conform to the requirements of this Section 305 and the Scope of Development (Attachment No. 1), the Agency and the City will approve the proposed change and notify the Developer in writing within thirty (30) days after submission to the Agency and the City. 4. [3051 Cost of Development All costs for planning, designing, and constructing the c� , Improvements shall be borne exclusively by the Developer. The Developer shall also bear all costs related to discharging the duties of the Developer set forth in thi G:\WPDOCS\Documents\BldgHorzAFA.wpd 9 Agreement. The Developer assumes the responsibility to construct, and shall let contracts for or cause to be constructed, all off -site public improvements developed pursuant to this Agreement, substantially in conformity with procedures used by the Agency when competitive bidding is deemed to be required. The Developer shall be responsible for all fees associated with development of the Improvement, including, but not limited to, school facilities fees and impact fees. 5. [3061 Construction Schedule The Developer shall commence and complete the Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 2). 6. [3071 Indemnity. Bodily Injury and Property Damage Insurance The Developer shall defend, assume all responsibility for and hold the Agency and the City, and their respective officers, agents and employees, harmless from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any of the Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain during the life of this Agreement a comprehensive liability policy in the amount of One Million Dollars ($1,000,000) combined single limit policy, including contractual liability, as shall protect the Developer, the City, and the Agency from claims for such damages. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement shall so state. The policy shall contain a waiver of subrogation. Insurance coverage furnished by the Developer pursuant to this Section 308 shall conform to this Section 308 and shall pertain to all activities on the Site and adjacent public rights -of -way surrounding the Site and all work on off -site public improvements. Developer shall furnish or cause to be furnished to the Agency a certificate of insurance from the insurer evidencing compliance with this Section 308 and providing that the insurer shall not change or modify the policy without thirty (30) days' prior written notice to Agency. In the alternative, Developer may show proof of a certificate of consent to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. The Developer additionally agrees to and shall save the Agency and the City and their officers, employees and agents harmless from and assume all responsibility for any and all liability or responsibility for damage, costs losses, or suit arising in any manner from the approval of this Agreement or the development and � r i G:\WPDOCS\Documents\BldgHorzAFA.wpd 10 `' t activities conducted pursuant to this Agreement. This obligation and indemnification shall constitute a covenant running with the land throughout the life of the Redevelopment Plan. 7. [3081 City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or in connection with any off -site improvement, the Developer shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agent affected by such construction, development or work. It is understood that the Developer's obligation is to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain building permit; the Agency will, without obligation to incur liability or expense therefor, use its best efforts to expedite issuance of building permits and certificates of occupancy for construction that meet the requirements of the City Code. 8. [3091 Rights of Access For purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Improvements, so long as they comply with all safety rules. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Executive Director of the Agency. The Agency shall hold the Developer harmless from any bodily injury or related damages arising out of the activities of the Agency and the City as referred to in this Section 310. 9. [3101 Local State and Federal Laws The Developer shall perform under this Agreement and carry out its performance under this Agreement, including without limitation the construction of the Improvements, in conformity with all applicable federal and state laws and local ordinances, including all applicable federal and state labor standards, as to the Site, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. 10. [31 1 ] Anti -Discrimination Pursuant to Section 33435 and 33050 of the California Community Redevelopment Law, the Developer for itself and its successors and assigns, agrees, that in the construction of Improvements on the Site or other performance under this Agreement, the Developer will not discriminate against any employee or applicant for 17— employment because of sex, marital status, race, color, religion, ancestry, or national 0 rJ origin. 0 1 l., G:\WPDOCS\Documents\BldgHorzAFA.wpd 11 1 1. [3121 Taxes and Assessments After the Agency Conveyance the Developer shall pay prior to delinquency all real estate taxes and assessments on the Site so long as the Developer retains any interest thereon. Prior to the Developer Conveyance, the Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to said sale or transfer. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance available to the Developer in respect thereto. B. [3131 Prohibition Against Transfer of the Site, the Buildings or Structures Thereon and Assignment of Agreement Except as to the sale of any home to an owner -occupant in accordance with this Agreement, the Developer shall not, except as may be expressly permitted by this Agreement, without prior approval of the Agency, make any total or partial sale, transfer, conveyance of, or enter into any assignment or ground lease of or refinance the whole or any part of the Site or of the buildings or structures on the Site. This prohibition shall not be deemed to prevent the granting of temporary or permanent easements or permits to facilitate the development of the Site or to prohibit , or restrict the sale of Restricted Units , to Eligible Persons or Families,(as defined in Section 401) in conformity with Section 401 of this Agreement. C. [3141 Right of the Agency to Satisfy Other Liens on the Site(s) After Title Passes After the Agency Conveyance and prior to the completion of construction, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than forty-five (45) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. Notwithstanding the above, the Developer shall have the right to contest the validity or amounts of any tax, assessment, or encumbrance available to the Developer in respect thereto. D. [3151 Certificate of Completion Promptly after the completion of all of the Improvements and their sale to Eligible Persons or Families (as defined in Section 401 hereof) in conformity with this Agreement (as determined by the Executive Director of the Agency), upon the written request of the Developer relating only to those Site as to which construction has been completed in accordance with this Agreement the Agency shall furnish the �j tP G:\WPDOCS\Documents\BldgHorzAFA.wpd 12 0 2'l !� t. Developer with the Certificate of Completion (in the form attached hereto as Attachment No. 6) which evidences and determines the satisfactory completion of the construction, development and sale to an Eligible Person or Family, as to any single- family home, pursuant to the provisions and covenants specified in this Agreement, the Redevelopment Plan and the California Community Redevelopment Law. The issuance and recordation of a Certificate of Completion (Attachment No. 6) with respect to the Improvements shall not supersede, cancel, amend or limit the continued effectiveness of any obligations relating to the maintenance, or. uses, or payment of monies, or any other obligations, except for the obligation to complete construction of the Improvements as of the time of the issuance of such applicable certificate. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Developer, the Agency shall, within forty-five (45) days of the written request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish such Certificate of Completion. Upon issuance of a Certificate of Completion (Attachment No. 6) for the Improvements, construction of such Improvements as to any single-family home shall be deemed to have been completed in conformity with this Agreement. The Certificate of Completion (Attachment No. 6) is not a notice of completion as referred to in Section 3093 of the California Civil Code. The issuance of a Certificate of Completion shall not affect the continued effectiveness of the Developer Deed of Trust (Attachment No. 4) and the Declaration of Conditions, Covenants and Restrictions (Attachment No. 5) recorded pursuant to this Agreement. IV. [4001 USE OF THE SITE A. [401 ] Affordable Housing 1. Number of Units. Developer shall develop two (2) detached, single-family homes (the "Restricted Units") within the Project Area and shall develop all on -site and off -site public improvements connected therewith, all as described and set forth in the Scope of Development (Attachment No. 1). Developer shall restrict each of the units for sale to a Low or Moderate Income Household pursuant to the applicable income and affordability provisions contained herein. The Developer further covenants and agrees that the above -referenced occupancy, ownership and affordability requirements shall bind and be enforceable against the Site for the period of thirty (30) years commencing with the acquisition of each respective parcel by the Developer with the simultaneous recording of the Conditions, Covenants and Restrictions (Attachment No. 5). v6.s G:\WPDOCS\Documents\BldgHorzAFA.wpd 13 023 2. Definitions. (a) "Affordable Housing Cost" shall be that purchase price which would result in maximum monthly housing payments for a thirty (30) year mortgage for that portion of the purchase price which is to be paid in the form of loan proceeds under currently prevailing mortgage loan rates or the interest rate of any below -market mortgage program for which such purchaser has obtained a first trust deed loan, for the low or moderate income group calculated pursuant to Health and Safety Code Section 50052.5, which sets forth the following formula: Lower Income Households - whose gross incomes exceed the maximum income for very low income households and do not exceed seventy percent (70%) of the area median income adjusted for family size, the product of thirty percent (30%) times seventy percent (70%) of the area median income adjusted for family size appropriate for the unit. In addition, for any lower income household that has a gross income that equals or exceeds seventy percent (70%) of the area median income adjusted for family size, it shall be optional for any state or local funding agency to require that affordable housing cost not exceed thirty percent (30%) of the gross income of the household. Moderate Income Households - not less than twenty-eight percent (28%) of the gross income of the household, nor more than the product of thirty-five percent (35 %) times the greater of one hundred ten percent (1 10%) of area median income adjusted for family size appropriate for the Affordable Unit, or the gross income of the household for households earning greater than one hundred percent (1 10%) and not more than one hundred twenty percent (120%) of the area median income adjusted for family size. (b) "Affordability Period" shall be forty-five (45) years from the date of transfer to an Eligible Person or Family. (c) "Eligible Person or Family" shall mean any person or family who meets the income qualifications for Low or Moderate Income Households. (d) "Lower Income Household" shall mean a household earning not greater than eighty percent (80%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50093. (e) "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50093. G:\WPDOCS\Documents\BldgHorzAFA.wpd 14 (f) "Owner" shall mean Developer and any successor in interest of Developer to any lot of the Site except where a provision of this Agreement expressly excludes Developer from the definition of owner. (g) "Proposed Transferee" shall mean a person or family determined to be an Eligible Person or Family to whom the Developer or any successor Owner desires and proposes to Transfer a Restricted Unit. (h) "Purchase Housing Cost" or an Eligible Person or Family purchasing a Restricted Unit shall include all of the following associated with that Restricted Unit, estimated or known as of the date of their proposed sale of the Restricted Unit: (i) Principal and interest on a mortgage loan including any rehabilitation loans, and any loan insurance fees associated therewith. (ii) Property taxes and assessments. (iii) Fire and Casualty insurance covering replacement value of property improvements. (iv) Any homeowner association fees. Monthly housing cost of a purchaser shall be an average of estimated costs for the next twelve (12) months. (i) "Restricted Unit" shall mean a dwelling unit, which shall be a single-family residence, subject to the restrictions of this Agreement (including, without limitation, the Declaration of Conditions, Covenants and Restrictions (Attachment No. 5)). (j) "Sales Price" shall mean all sums paid by a purchaser to a seller for, or in conjunction with, the acquisition of a Restricted Unit, including the purchase price designated in any purchase agreement, consideration for personal property and all other costs and fees paid by the purchaser to or for the benefit of the seller. (k) "Transfer" shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in a Restricted Unit. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy to a party who does not meet the definition of Eligible Person or Family; (ii) a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of a Restricted Unit; or (v) any voluntary conveyance of a Restricted Unit. Transfer shall not include transfer to a spouse in a dissolution proceeding; however any subsequent Transfer shall be subject to this restriction. 26 G:\WPDOCS\Documents\BldgHorzAFA.wpd 15 0 2 (1) "Transferee" shall mean any natural person or entity who obtains ownership or possessory rights in a Restricted Unit pursuant to a Transfer. 3. Sales of Restricted Units. Developer agrees that Developer shall sell each Restricted Unit to an Eligible Person or Family at an Affordable Housing Cost (the "Developer Conveyance") and that during the Affordability Period each subsequent resale of a Restricted Unit by the then -Owner thereof shall be to an Eligible Person or Family at an Affordable Housing Cost. Developer agrees that the Conditions, Covenants and Restrictions (Attachment No. 5) giving effect to the foregoing restriction shall be recorded against each lot of the Site concurrently with the Acquisition Escrow. Developer agrees to commence to market each Restricted Unit not later than the completion of construction of each Restricted Unit; each Restricted Unit shall be sold to an Eligible Person or Family prior to issuance of a Certificate of Completion as to any such Restricted Unit for purposes of Section 322 hereof. For purposes of satisfying the requirement that all of the Restricted Units shall be occupied by Eligible Persons or Families: (a) an individual or family who qualifies as an Eligible Person or Family at the time he or she first takes title to a Restricted Unit will be deemed an Eligible Person or Family as long as he or she continues to hold title to such Restricted Unit even though the Eligible Person or Family subsequently ceases to meet the income or other requirements of an Eligible Person or Family, and (b) when an Owner releases title to a Restricted Unit, such unit will be considered as occupied by an Eligible Person or Family if it is held vacant and available for such occupancy until title is transferred to another Eligible Person or Family, at which time the status of the new Owner as an Eligible Person or Family is to be determined. 4. Restrictions on Transfer by Sale of the Restricted Property or Any Restricted Unit. (a) For the duration of the Affordability Period, Developer, for itself and any subsequent Owner, hereby subjects the Site to certain restrictions and limits the price at which Developer or any other Owner may sell and/or resell the Site and the persons to whom Developer or any other Owner may sell the Site. (b) DEVELOPER AND ANY OTHER OWNER UNDERSTANDS THAT THE DETERMINATION OF THE SALES PRICE CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, PROPERTY TAXES AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED AND THAT THE SALE PRICE PERMITTED HEREUNDER MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. DEVELOPER AND ANY OTHER OWNER FURTHER ACKNOWLEDGE THAT, AT ALL TIMES IN SETTING THE SALES PRICE, THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS G:\WPDOCS\Documents\BldgHorzAFA.wpd 16 AGREEMENT IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AFFORDABLE HOUSING COST. THE SALES PRICE MAY BE LESS THAN OTHER SIMILAR PROPERTIES WHICH HAVE NO RESTRICTIONS. Deve oper's Initials (c) Transfer of a Restricted Unit. Developer and any successor Owner may transfer a Restricted Unit only in strict accordance with the provisions of this Agreement. Specifically, during the Affordability Period, Owner may transfer a Restricted Unit (i) only to an Eligible Person or Family and (ii) only if the Purchase Housing Cost does not exceed Affordable Housing Cost for the Eligible Person or Family; and (iii) only if the Transfer has previously been approved in writing by the Agency. In order to comply with this Subsection 4(c), Developer and any successor Owner must calculate the Affordable Housing Cost for the Proposed Transferee of the Restricted Unit in accordance with the definition set forth in Subsection 2(a) of this Section 401. After calculating the Affordable Housing Cost for the Proposed Transferee, the Owner must ensure that the sum of the Sales Price and all costs listed in the definition of Purchase Housing Cost set forth in Subsection 2 of Section 401 does not exceed that Affordable Housing Cost. The Calculation of the Sales Price under this Subsection 4(c) is illustrated by example in Attachment No. attached hereto. (d) In the event that after a good faith effort as defined in the Buyer Promissory Note, the successor Owner is unable to obtain an Eligible Person or Family to transfer the Restricted Unit, then after the required notice to and approval by the Agency Executive Director the owner may sell the Restricted Unit to a noneligible party subject to the equity share provisions of the Buyer Promissory Note and the Covenants, Conditions and Restrictions would be released. (e) Notwithstanding anything to the contrary in this Section 401, at close of the Developer Conveyance Escrow transferring the Restricted Unit from the Developer to the Proposed Transferee (the "Initial Owner"), the Initial Owner shall execute a Buyer's Promissory Note as approved by the Executive and Agency Counsel which Promissory Note shall be secured by a Second Deed of Trust. The Buyer's Promissory Note shall be non -interest bearing. The principal amount shall be equal to the amount of the Agency Assistance necessary for the Individual or Family to qualify for the Lender's loan and ensure the affordability requirements are met as approved by the Executive Director in accordance with the Agency's affordable housing program policies. The Note Amount shall be due and payable according to its terms including any applicable equity sharing provision. However, should the Initial Owner transfer the Restricted Unit to an Eligible Person, Family at Affordable Housing Cost, the Transferee shall assume the Developer Promissory Note (Attachment No. 3) i G:\WPDOCS\Documents\BldgHorzAFA.wpd 17 027 and Agency shall extend the due date of the Note Amount until the next Transfer of the Restricted Unit. The foregoing provisions will apply to every successive Transfer during the Affordability Period. 5. Process to Complete Transfer by Sale of Restricted Units. Upon the Transfer by sale of a Restricted Unit, the following procedures shall apply: (a) Notice to City: Owner shall send to the Agency in care of the La Quinta Housing Department (or its successor), at P.O. Box 1504, La Quinta, California 92253, the forms attached hereto as Attachment Nos. 9 and 10 fully completed and executed by the Owner and the Proposed Transferee (the "Notice of Intent to Transfer" and "Approval Request"). (b) Qualification of Proposed Transferee. No Transfer shall occur unless and until determination is made based on the Certificate in the form of Attachment No. 8 attached hereto ("Certificate") and attachments thereto, that the Proposed Transferee (i) intends to occupy the Restricted Unit as the Proposed Transferee's principal residence and (ii) is an Eligible Person or Family. Each Proposed Transferee shall submit a Certificate to the Developer certifying its intent with regard to the occupancy of the Restricted Unit and as to the truth and accuracy of all information supplied as to the Gross Income (calculated as set forth in 25 Cal. Code of Regs., Section 6914) of the Proposed Transferee ("Proposed Transferee's Certificate"). Developer or subsequent owner shall certify pursuant to Attachment No. 8 hereof the information provided on the Proposed Transferee's Certificate pursuant to direction on that Certificate. Developer or subsequent owner shall be entitled to rely on the information on the Proposed Transferee's Certificate and attachments thereto in making the determination required by this subsection 5(b) unless the Developer or subsequent owner has knowledge of, or a reasonable basis for belief as to the inaccuracy or falsehood of the Proposed Transferee's Certificate. (c) The Sales Price for the Restricted Unit shall not exceed the maximum price at which the Purchase Housing Cost to be paid by the Proposed Transferee would not exceed Affordable Housing Cost. The calculation of the Sales Price under this subsection is illustrated by example in Attachment No. 7 attached hereto. However, in determining Affordable Housing Cost, the family size of the Proposed Transferee shall be deemed to be 2 persons in the case of a 1 bedroom, 3 persons for a 2 bedroom, 4 persons for a 3 bedroom, or 5 persons for a 4 bedroom Restricted Unit. If the actual family size of the Proposed Transferee is larger, then the actual family size shall be used. (d) Certificates from Parties. With respect to each sale of a Restricted Unit, Developer or subsequent owner shall submit to the Agency, not later than four (4) weeks prior to close of escrow on the sale of a Restricted Unit, a certificate that (1) the Developer or subsequent owner has made the affirmative r) , determinations required by Section 4(a) above and (ii) the Sales Price conforms with s G:\WPDOCS\Documents\81dgHorzAFA.wpd is 02 Section 4(b) above. The Developer or subsequent owner shall concurrently submit to the Agency the Proposed Transferee's Certificate and all attachments thereto and all other documents or material with regard to information required by Sections 4(a) and/or (b) above, whether or not relied on by the Developer. Further, the Developer or subsequent owner and Proposed Transferee each shall certify in writing, in a form acceptable to the Agency, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by the Agency and that all consideration delivered by the Proposed Transferee to Developer or subsequent owner has been fully disclosed to the Agency. The written certificate shall also include a provision that, in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to the Agency for its approval of the Transfer, the Agency shall have the right to file an action at law or in equity to seek termination and/or rescission of the sales contract and/or declare the sale void, notwithstanding the fact that the Transfer may have closed and become final as between Developer or subsequent owner and its Transferee. In the event Developer for the initial transfer or subsequent owner for each following transfer fails to comply with Sections 4(a) or 4(b) above, any costs, liabilities or obligations incurred by the Developer or subsequent owner and its Transferee for the return of any monies paid or received or for any costs and legal expenses, shall be borne Jointly and severally by the Developer and its transferee and such parties shall hold the City and Agency harmless and reimburse their expenses, legal fees and costs for any action and City and/or Agency take in enforcing the terms of this Section 401. (e) Execution of Promissory Note and Second Deed of Trust. Notwithstanding anything to the contrary in this Agreement, at close of Escrow of the sale of the Housing Unit from the Developer to the Buyer, the Buyer shall execute a Buyer Promissory Note which shall be secured by a Second Deed of Trust. Said Second Deed of Trust shall be subordinate to any mortgage(s) obtained by the Owner for the purpose of securing funds to be applied to the Sales Price of the Housing Unit. The Buyer Promissory Note shall be non -interest bearing. The principal amount of the Promissory Note shall be an amount equal to the amount actually given as cash plus an Agency Equity Share Amount which becomes applicable only in the event that the Buyer is unable after good faith efforts to find an Eligible Person or Family to transfer the home at Affordable Housing. Cost. In the event that the Buyer has provided the Agency with evidence of their good faith efforts then Agency may approve the sale to a nonqualified buyer and release the covenants by receiving in addition to the cash amount originally provided the additional Agency Equity Amount as provided under the terms of the Buyer Promissory Note. So long as the Transferee purchasing the Housing Unit from the Owner is an Eligible Person or Family and the Sale of the Housing Unit is made at a price which is not in excess of Affordable Housing Cost, the Transferee shall assume the obligations of the Owner under the Promissory Note and Second Deed of Trust to G:\WPDOCS\Documents\BldgHorzAFA.wpd 19 023 repay the Agency Equity pursuant to the Promissory Note by execution of an assumption agreement in the form set forth as Attachment No. 11 of this Agreement, together with other written documentation satisfactory to the Agency, and Agency shall extend the due date of the Agency Equity pursuant to the Note Amount until the next Transfer of the Housing Unit by said Transferee. At such next Transfer, the Agency will again extend the due date of the Agency Equity pursuant to the Note Amount if the Sale or Transfer complies with the requirements of this Section. So long as each Transferee from the Owner and each subsequent Owner: (1) is an Eligible Person or Family, (2) acquires the Housing Unit at an Affordable Housing Cost, and (3) assumes the obligations of the predecessor Owner as aforesaid; then the Agency agrees to extend the due date of the Agency Equity pursuant to the Note Amount and the transferring Owner shall not be required to pay the Agency Equity potion of the Note Amount upon transfer of the Housing Unit. The Agency Equity payment requirement is intended as a penalty against the Owner, to capture a portion of the equity in the Restricted Property for the benefit of the Agency/Holder, in the event that the Owner makes a sale of the Restricted Property to a Buyer that is not an Eligible Person or Family. This equity recapture requirement is intended to be a cumulative remedy, together with all other remedies available to the Agency/Holder to compensate for the removal of the affordable housing covenants of the Grant Deed and this Agreement on the Housing Unit, to compensate the Agency for the administrative costs of operating the housing program of the Agency and to provide funds to the Agency to further assist low and moderate income persons in the provision of housing. In the event the equity recapture provisions of the Promissory Note are found by a court or administrative agency of competent jurisdiction to be in contravention of law or administrative regulation, the Applicable Percentage shall be reduced to the maximum percentage allowable by applicable law or administrative regulation, or may be otherwise modified by judicial decree or order so as to comply with applicable law. (f) Written Consent of Agency Required Before Transfer. During the Affordability Period the Restricted Property or the Restricted Unit, as the case may be, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of the Agency, which consent shall be given only if the Transfer is consistent with the Agency's goal of creating, preserving, maintaining and protecting housing in the City of La Quinta for Eligible Persons and Families and shall be in accordance with the provisions of this subsection 5. This provision shall not prohibit the encumbering of title for the sole purpose of securing financing of the purchase price of the Restricted Unit. (g) Delivery of Documents. Upon the close of the proposed Transfer, the Owner and Transferee, as applicable, shall provide the Agency with a certified copy of the recorded Assumption Agreement, a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this subsection 5 and any other documents which the Agency may request. G:\WPDOCS\Documents\BldgHorzAFA.wpd 20 6. Covenants of Owner. The Owner of each Restricted Unit by acceptance of a deed to the Restricted Unit covenants and agrees that, at all times during the Affordability Period, its Restricted Unit will be continuously occupied by Owner as its principal residence, and shall not be rented, subleased, or subject to any other business arrangement, whereby consideration shall be paid by any occupant of a Restricted Unit to the Owner of the Restricted Unit; provided, if the Restricted Unit is occupied by an Eligible Person or Family, the family members whose income was considered in determining the eligibility of that family may make monetary contributions toward the Purchase Housing Costs of the Restricted Unit. Owner agrees that it shall not record or cause the recordation of any deed of trust (a "Further Encumbrance") securing a note having an original principal sum which, when added to the sum of the principal amount(s) of any notes secured by any deeds of trust against the Restricted Property as of the date of recordation of the Further Encumbrance, exceeds the fair market value of the Restricted Property. B. [4021 Uses In Accordance with Redevelopment Plan: Nondiscrimination The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Developer and such successors and assignees, shall devote the Site to the uses specified in the Redevelopment Plan, the Grant Deed (Attachment No. _), the Declaration of Conditions, Covenants and Restrictions (Attachment No. 5) and this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination again.st or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or though it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, creed, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, G:\WPDOCS\Documents\BldgHorzAFA.wpd 21 , 0� transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or though him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation or any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination'or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." The covenants established in this Agreement and the deeds of conveyance for the Site shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Sites, together with any property acquired by the Developer pursuant to this Agreement, or any part thereof. The covenants against racial discrimination shall remain in effect in perpetuity. C. [4031 Effect of Violation of the Terms and Provisions -of this Agreement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run `- G:\WPDOCS\Documents\BldgHorzAFA.wpd 22 in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if this Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other property proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. D. [4041 Maintenance of the Site The Developer shall maintain the improvements on the Site in conformity with the La Quinta Municipal Code and the requirements of the Declaration of Conditions, Covenants and Restrictions (Attachment No. 5), and shall keep the Site free from any accumulation of debris or waste materials. The Developer shall also maintain the landscaping required to be planted under the Scope of Development (Attachment No. 1) in a healthy and attractive condition. If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. Upon the close of each Developer Conveyance, the Developer's obligations under this Section 404 with respect to such Site shall be assumed by the Transferee of such Site. This covenant shall run with the land and shall remain in effect for the term of the Redevelopment Plan. V. [5001 DEFAULTS AND REMEDIES A. [5011 Defaults -- General Subject to the extensions of time set forth in Section 603, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default shall give written notice of default to the other party, specifying the default complained of and the actions required to correct such default. Except as otherwise expressly provided in Sections 508 and 509 of this Agreement, the claimant shall not institute proceedings against the other party if the other party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy as soon as reasonably practicable after receipt of such notice. 033 G:\WPDOCS\Documents\BldgHorzAFA.wpd 23 B. [502] Legal Actions 1. [503] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 501, either party may institute legal action to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. 2. [504] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. [505] Acceptance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by person service upon the Executive Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon any officer or director of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. • C. [506] Riahts and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. [507] Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. G:\WPDOCS\Documents\BldgHorzAFA.wpd 24 E. [5081 Remedies and Rights of Termination 1. [5091 Damages If either party defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within forty-five (45) days after service of the notice of default (or within such other period as is set forth herein), the defaulting party shall be liable to the other party for any damages caused by such default. 2. [5101 Specific Performance If either party defaults . under any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured and/or commenced to be cured by the defaulting party within forty-five (45) days of service of the notice of default, or such other time limit as may be set forth herein with respect to such default, the non - defaulting party as its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement. 3. [51 1 ] Right of Termination by the Developer In the event that the Agency does not fund the portion of the Developer Promissory Note for the acquisition costs in the manner and condition, and by the date established in this Agreement and the Schedule of Performance (Attachment No. 2), and any such failure shall not be cured within thirty (30) days after written demand by the Developer then, at the option of the Developer, upon written notice thereof to the Agency, all provisions of this Agreement shall terminate and be of no further force and effect; thereafter, neither the Agency nor the Developer shall have any further rights against or liability to the other with respect to this Agreement. Notwithstanding the above, developer would be entitled to the return of any Acquisition Deposit for a site not transferred pursuant to Section 202 herein. 4. [5121 Termination by the Agency Promissory Note: In the event that prior to the Agency funding of the Developer (a) The Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or ►,-4 in the Site(s) in violation of this Agreement; or 2 . G:\WPDOCS\Documents\BldgHorzAFA.wpd 25 (b) There is a charge in the ownership of the Developer contrary to the provisions of Section 107(a) hereof; or (c) The Developer does not submit certificates of insurance, construction plans, drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor, and such default or failure shall not be cured or commenced to be cured within forty-five (45) days after the date of written demand therefor by the Agency; or (d) The Developer fails to satisfy the Conditions Precedent to the Conveyance by the time established therefor in the Schedule of Performance (Attachment No. 2); or (e) The Developer is otherwise in default under this Agreement and such failure is not cured or commenced to be cured within thirty (30) days of demand therefor by the Agency; then, at the option of the Agency, upon such written notice thereof to the Developer as may be set forth above, this Agreement shall be terminated, and thereafter neither party shall have any further rights or liability against the other under this Agreement. F. [5131 Remedies of the Parties for Default After Closing of the Acquisition Escrow 1. [5141 Termination and Damages After the Close of the Acquisition Escrow, if the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured (and diligent efforts toward curing the default) by the defaulting party within thirty (30) days after service of the notice of default, the defaulting party shall be liable to the other party for any damages caused by such default. VI. [6001 GENERAL PROVISIONS A [6011 Notices Demands and Communications Between Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer at the addresses specified in Section 105 and R 26 G:\WPDOCS\Documents\BldgHorzAFA.wpd 106, respectively. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided i this Section 601. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the tenth (10th) day from the date it is postmarked if delivered by registered or certified mail. B. [6021 Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency, or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. C. [6031 Enforced Delay: Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and al performance and other date specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor; subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City of La Quinta or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency); or any other causes beyond the control or without the default of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding the foregoing portion of this Section 603, the Developer is not entitled pursuant to this Section 603 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable construction financing for the ►.., development of the Site or because of the physical condition or suitability of the Site for the purposes of this Agreement. 0.17 G:\WPDOCS\Documents\BldgHorzAFA.wpd 27 D. [6041 Non -Liability of Officials and Employees of the Agency and the Developer No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. No officer, director or employee of the Developer shall be personally liable to the Agency or the City, or any successor in interest, in the event or breach by the Developer. E. [6051 Entire Agreement, Waivers This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 27 and Attachment Nos. 1 through 11, which constitutes the entire understanding and agreement of the parties. Each of the foregoing Attachments are incorporated herein by reference. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. VII. [7001 TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency on or before , 2002 or this Agreement shall be void, except to the extent that the Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. 03 %7 -� G:\WPDOCS\Documents\BldgHorzAFA.wpd 28 IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. Dated: ATTEST: JUNE GREEK, Agency Secretary APPROVED AS TO FORM: LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic JOE M. KATHERINE JENSON, Agency Counsel Dated: '9 TERRY HENDERSON, Chairman BUILDING HORIZONS, a California nonprofit public benefit corporation By: Walt Its. QG �� 1 033 G:\WPDOCS\Documents\BldgHorzAFA.wpd 29 ATTACHMENT NO. 1 SCOPE OF DEVELOPMENT I. DEVELOPMENT Development shall cause the construction and installation of a single family home on each lot of the Site. The homes shall be approximately 1,400 square feet in size. The homes shall be developed in accordance with four bedroom floor plans and site elevations which have been or which shall have been approved by the City and the Agency. Unit amenities include front landscaped/irrigated yards; interior laundries with sink and cabinets; kitchens that feature tile countertops, dishwashers, built-in ranges, oak cabinetry, and nooks/pantries; tile roofs; and concrete block perimeter fencing. The Developer shall complete all of the improvements set forth in this Scope of Development (Attachment No. 1) to be constructed on each lot. All of the improvements to be described in part IV of this Scope of Development, constitute the "Improvements." The developer shall commence and complete the Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 2). II. DEVELOPMENT STANDARDS The following development standards shall apply to the Developer Improvements: A. Building. Setbacks. Minimum building setbacks for building and parking areas shall be as required by the Redevelopment Plan and approved by. the Agency, and shall conform to the La Quinta City Code (the "City Code"). B. Building Coverage. The amount of land within the Site covered by buildings shall be as required by the Redevelopment Plan and local zoning. C. Building Height. Buildings shall not exceed the height as may be limited by the Redevelopment Plan and local zoning. D. Landscaping. The Developer shall provide and, pending the sale of the Site, maintain landscaping on the Site. 2'1 0 4 ) G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 Landscaping shall be subject to approval by the City's Planning Department prior to planting. E. Utilities. Sewer drainage and utility lines, conduits or systems shall not be constructed or maintained above the ground level of the Site. Storm drainage for all hard surfaced areas shall be drained or may be sheet flowed to storm sewers. All non -polluted waste water, such as waste air conditioning water, shall be drained to the storm or sanitary drainage systems as permitted by local codes. F. Building Materials. All exterior walls shall be painted or covered by the Developer with color(s) and materials subject to approval by the City's Community Development Department. In satisfaction of this requirement, the Developer shall submit a color and materials board for approval by the Agency. G. Building Design. Buildings shall be constructed such that the Developer Improvements shall conform to the City Code, and shall be effectively and aesthetically designed. III. PUBLIC IMPROVEMENTS AND UTILITIES The Developer, at its own cost and expense, with the exception of the Agency Assistance as provided in Section 201 of the Agreement, shall provide or cause to be provided the public improvements as required by the City pursuant to the usual City building permit requirements for off -site improvements to residential development within the time set forth for the completion of the Developer Improvements in the Schedule of Performance (Attachment No. 4). Those of the improvements required to be provided pursuant to this part III of this Scope of Development (Attachment No. 1) constitute the "Off -Site Improvements." IV. DEMOLITION AND SOILS In accordance with Section 211 of the Agreement, the Developer shall at its cost take all actions necessary to render the Site entirely suitable for such development, including any demolition and soils work. V. AMENDMENTS Any material change, as reasonably determined by the Agency, in the Scope of Development (Attachment No. 1) or in the approved site plan which affects the size, quality, or type of development proposed for one or more of the Site shall require the written approval of the Agency, which approval may be contingent upon the review 28 and renegotiation of all of the economic and financial terms of this Agreement and such other matters as the Agency shall deem appropriate. CS Documents\Bld HorzAFA.w d 2 G:\WPDO \ g P It shall be up to the discretion of the Agency Executive Director whether a proposed material change to this Scope of Development requires approval by the Agency Board or whether such change may be approved in writing by the Agency Executive Director. G:\WPDOCS\Documents\BldgHorzAFA.wpd 3 ATTACHMENT NO. 2 SCHEDULE OF PERFORMANCE GENERAL PROVISIONS 1. Execution of Agreement by Agency. The Agency shall approve and execute this Agreement, and shall deliver one (1) copy thereof to the Developer. II. CONSTRUCTION DOCUMENTS AND BUILDING PERMITS 2. Submittal of Site Plan. Developer shall prepare and submit to the Agency the Site Plan for the two units. 3. Submission of Complete Construction Drawings and Landscaping Plan. Developer shall submit to the Agency complete Construction (working) Drawings for the two units. 4. Obtainina of Buildina Permits. Developer shall satisfy all requirements necessary to obtain al building and other permits needed to commence construction of the Improvements for each unit. III. ACQUISITION OF SITE Not later than thirty (30) days after the date of execution and submission of three (3) copies of this Agreement by the Developer. Within thirty (30) days after the execution of this Agreement by the Agency. Not later than thirty (30) days after Agency approval of Site Plan. Not later than thirty (30) days after Agency approval of Complete Construction (working) Drawings and Landscaping Plan. 28 G:\WPDOCS\Documents\BldgHorzAFA.wpd i 43 5. Conditions Precedent. All Conditions Precedent to funding the acquisition are satisfied. 6. Acquisition of Site. The acquiring of the Site is effected. IV. CONSTRUCTION PHASE 7. Commencement of Construction. Developer shall commence construction of the Improvements for each Site. 8. Completion of Construction. Developer shall complete construction of all of the Improvements for each lot. V. TRANSFER STAGE 9. Sales of Residences. Each Residence shall be sold to an Eligible Person or Family. 10. Partial Certificates of Completion. Certificates of Completion for each lot shall be recorded simultaneous with the transfer to an Eligible Person or Family. Not later than sixty (60) days after execution of this Agreement by the Agency. As soon as reasonably possible after satisfactory fulfillment of the Conditions Precedent to the Agency Assistance and funding of the Developer loan. Not later than thirty (30) days after Developer acquisition of each lot. Within two hundred seventy (270) days after the commencement of construction for each lot. Within six (6) months from issuance of certificate of occupancy. Minor revisions to this Schedule of Performance may be approved in writing by the Agency Executive Director. 2� �- 044 G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 ATTACHMENT NO. 3 DEVELOPER PROMISSORY NOTE $105,000 La Quinta, California FOR VALUE RECEIVED, BUILDING HORIZONS, INC., collectively, "Maker" promise to pay to LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic ("Holder") at La Quinta, California, or at such other address as Holder may direct from time to time in writing, the sum of $105,000 (the "Note Amount"), together with interest thereon at the rate set forth herein. All sums payable hereunder shall be payable in lawful money of the United States of America. This Developer Promissory Note ("Note") is made in connection with the provision by the Holder of funds equal to the approved Acquisition Costs and Construction Costs pursuant to that certain Affordable Housing Agreement by and among Maker and the Holder, dated as of , 2002 (the "Agreement"). 1. Disbursements. The Note Amount shall be disbursed pursuant to Sections 201 and 205 of the Agreement. The record of such disbursements shall be recorded from time to time by the Agency Executive Director or his designee on Exhibit A to this Developer Promissory Note. 2. Obligation to Pay. The Note Amount shall be due and payable in full upon the Developer conveyance of the property. 3. Prepayment of Note Amount. Maker may prepay to Holder the full Note Amount at any time prior to the due date of the Note Amount without penalty. 4. Security. This Note is secured by a Developer Deed of Trust by and between Maker, as trustor, and Holder, as beneficiary (the "Developer Deed of Trust"). 5. Holder May Assign. Holder may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Maker. 6. Makers Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Note without the prior express written consent of the Holder, which consent may be given or withheld in the Holder's sole discretion. 7. Attorneys' Fees and Costs. In the event that any action is instituted with respect to this Note, the prevailing party promises to pay such sums as a court may fix for court costs and reasonable attorneys' fees. Holder's right to such fees shall not be limited to or by its representation by staff counsel and such representation shall be valued at customary and reasonable rates for private sector legal services. . u - P4 -05 G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 8. Time of the Essence. Time is of the essence of the performance of all obligations under this Promissory Note. 9. Non -Waiver. Failure or delay in giving any notice required hereunder shall not constitute a waiver of any default or late payment, nor shall it change the time for any default or payment. 10. Successors Bound. This Note shall be binding upon the parties hereto and their respective heirs,, successors and assigns. Dated: BUILDING HORIZONS, a California nonprofit public benefit corporation Its: "MAKER" LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic Dated: By: THOMAS P. GENOVESE, Executive Director FA jkg�*jf JUNE GREEK, Agency Secretary "HOLDER" 28 04 t) G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 Disbursement Amount 1. 2. 3. 4. 5. 6. 7. 8.. 9. 10. 11. 12. EXHIBIT "A" TO ATTACHMENT NO. 6 DISBURSEMENT RECORD Date Acknowledgment of Receipt of Maker G:\WPDOCS\Documents\BldgHorzAFA.wpd 3 0 47 ATTACHMENT NO. 4 CONSTRUCTION DEED OF TRUST [To be approved by Agency Counsel and Executive Director for recording prior to funding under the Developer Promissory Note] 286 043 G:\WPDOCS\Documents\BldgHorzAFA.wpd ATTACHMENT NO. 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT AGENCY ) 78-495 Calle Tampico ) La Quinta, California 92253 Space above for recorder. This Agreement is recorded at the request and for the benefit of the Agency and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. LA QUINTA REDEVELOPMENT AGENCY By: Its: Dated: PWZGIIN DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS is made this day of , 2002, by BUILDING HORIZONS, a California nonprofit public benefit corporation, as declarant (the "Developer"), with reference to the following: A. The Developer is fee owner of record of that certain real property located in the City of La Quinta, County of Riverside, State of California legally described in the attached Exhibit "A" (the "Property"),which is comprised of ( ) parcels ("Parcels"). The Property comprises the Site which is the subject of an agreement, further described herein, for the development, operation and maintenance of the Property for moderate -income housing. The Property is to be used for the development of single-family housing units and subsequent occupancy as a primary residence by households meeting certain income qualifications, all in conformity with this Declaration and an Affordable Housing Agreement between the Developer and the Agency dated as of , a copy of which is on file with the Agency as a public record (the "Agreement"). 041, G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 B. The Property is within the Redevelopment Project (the "Project") in the City of La Quinta and is subject to the provisions of the Redevelopment Plan for the Project adopted by Ordinance No. 43 on November 29, 1995, and amended by Ordinance No. on , 200 by the City Council of the City of La Quinta. C. The La Quinta Redevelopment Agency ("Agency") and the Developer have entered into an Affordable Housing Agreement dated as of , 2002 concerning the development and use of the Property (the "Agreement") which Agreement is on file with the Agency as a public record and is incorporated herein by reference and which Agreement provides for the execution and recordation of this document. . D. Developer deems it desirable to impose a general plan for the use and maintenance of the Property, and to adopt and establish covenants, conditions and restrictions upon the Property for the purpose of enforcing and protecting the value, desirability and attractiveness thereof. E. Developer will convey title to all portions of said Property (including each Parcel) subject to certain protective covenants, conditions, and restrictions hereinafter set forth. NOW, THEREFORE, Declarant hereby covenants, agrees and declares that all of the Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved, subject to the following covenants, conditions, restrictions and easements which are hereby declared to be for the benefit of the whole Property. These covenants, conditions, restrictions and easement shall run with the Property and shall be binding on all parties having or acquiring any right, title or interest in the Property or any part thereof (including each Parcel) and shall inure to the benefit of each owner thereof and their successors and assigns, and are imposed upon the Property and every part thereof (including each Parcel) as a servitude in favor of each and every Parcel as the dominant tenement or tenements. NOW, THEREFORE, THE DEVELOPER AGREES AND COVENANTS AS FOLLOWS: A. Low or Moderate Income Restrictions 1 . Number of Units. Developer shall develop two (2) detached, single-family homes (the "Restricted Units") within the Project Area and shall develop all on -site and off -site public improvements connected therewith, all as described and set forth in the Scope of Development (Attachment No. 1). Developer shall restrict each of the units for sale to a Low or Moderate Income Household pursuant to the applicable income and G:\WPDOCS\Documents\BldgHorzAFA.wpd 3 affordability provisions contained herein. The Developer further covenants and agrees that the above -referenced occupancy, ownership and affordability requirements shall bind and be enforceable against the Site for the period of forty-five (45) years commencing with the acquisition of each respective parcel by the Developer with the simultaneous recording of this document. 2. Definitions. (a) "Affordable Housing Cost" shall be that purchase price which would result in maximum monthly housing payments for a thirty (30) year mortgage for that portion of the purchase price which is to be paid in the form of loan proceeds under currently prevailing mortgage loan rates or the interest rate of any below -market mortgage program for which such purchaser has obtained a first trust deed loan, for the low or moderate income group calculated pursuant to Health and Safety Code Section 50052.5, which sets forth the following formula: Lower Income Households - whose gross incomes exceed the maximum income for very low income households and do not exceed seventy percent (70%) of the area median income adjusted for family size, the product of thirty percent (30%) times seventy percent (70%) of the area median income adjusted for family size appropriate for the unit. In addition, for any lower income household that has a gross income that equals or exceeds seventy percent (70%) of the area median income adjusted for family size, it shall be optional for any state or local funding agency to require that affordable housing cost not exceed thirty percent (30%) of the gross income of the household. Moderate Income Households - not less than twenty-eight percent (28%) of the gross income of the household, nor more than the product of thirty -five percent (35%) times the greater of one hundred ten percent (1 10%) of area median income adjusted for family size appropriate for the Affordable Unit, or the gross income of the household for households earning greater than one hundred percent 0 10%) and not more than one hundred twenty percent (120%) of the area median income adjusted for family size. (b) "Affordability Period" shall be forty-five (45) years from the date of transfer to an Eligible Person or Family. (c) "Eligible Person or Family" shall mean any person or family who meets the income qualifications for Low or Moderate Income Households. (d) "Lower Income Household" shall mean a household earning not greater than eighty percent (80%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50093. 051. G:\WPDOCS\Documents\BldgHorzAFA.wpd 4 (e) "Moderate Income Household" shall mean a household earning not greater than one hundred twenty percent (120%) of Riverside County median income, as determined by the United States Department of Housing and Urban Development from time to time, as set forth in Health and Safety Code Section 50093. (f) "Owner" shall mean Developer and any successor in interest of Developer to any lot of the Site except where a provision of this Agreement expressly excludes Developer from the definition of owner. (g) "Proposed Transferee" shall mean a person or family determined to be an Eligible Person or Family to whom the Developer or any successor Owner desires and proposes to Transfer a Restricted Unit. (h) "Purchase Housing Cost" or an Eligible Person or Family purchasing a Restricted Unit shall include all of the following associated with that Restricted Unit, estimated or known as of the date of their proposed sale of the Restricted Unit: (1) Principal and interest on a mortgage loan including any rehabilitation loans, and any loan insurance fees associated therewith. (ii) Property taxes and assessments. (iii) Fire and Casualty insurance covering replacement value of property improvements. (iv) Any homeowner association fees. Monthly housing cost of a purchaser shall be an average of estimated costs for the next twelve (12) months (1) "Restricted Unit" shall mean a dwelling unit, which shall be a single-family residence, subject to the restrictions of this Agreement (including, without limitation, this document). (j) "Sales Price" shall mean all sums paid by a purchaser to a seller for, or in conjunction with, the acquisition of a Restricted Unit, including the purchase price designated in any purchase agreement, consideration for personal property and all other costs and fees paid by the purchaser to or for the benefit of the seller. (k) "Transfer" shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in a Restricted Unit. Without 2.9 limiting the generality of the foregoing, Transfer shall include (1) a transfer by devise, G:\WPDOCS\Documents\BldgHorzAFA.wpd 5 inheritance or intestacy to a party who does not meet the definition of Eligible Person or Family; (ii) a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of a Restricted Unit; or (v) any voluntary conveyance of a Restricted Unit. Transfer shall not include transfer to a spouse in a dissolution proceeding; however any subsequent Transfer shall be subject to this restriction. (1) "Transferee" shall mean any natural person or entity who obtains ownership or possessory rights in a Restricted Unit pursuant to a Transfer. 3. Sales of Restricted Units. Developer agrees that Developer shall sell each Restricted Unit to an Eligible Person or Family at an Affordable Housing Cost (the "Developer Conveyance") and that during the Affordability Period each subsequent resale of a Restricted Unit by the then -Owner thereof shall be to an Eligible Person or Family at an Affordable Housing Cost. Developer agrees that these Conditions, Covenants and Restrictions giving effect to the foregoing restriction shall be recorded against each lot of the Site concurrently with the Acquisition Escrow. Developer agrees to commence to market each Restricted Unit not later than the completion of construction of each Restricted Unit; each Restricted Unit shall be sold to an Eligible Person or Family prior to issuance of a Certificate of Completion as to any such Restricted Unit for purposes of Section 322 of the Agreement. For purposes of satisfying the requirement that all of the Restricted Units shall be occupied by Eligible Persons or Families: (a) an individual or family who qualifies as an Eligible Person or Family at the time he or she first takes title to a Restricted Unit will be deemed an Eligible Person or Family as long as he or she continues to hold title to such Restricted Unit even though the Eligible Person or Family subsequently ceases to meet the income or other requirements of an Eligible Person or Family subsequently ceases to meet the income or other requirements of an Eligible Person or Family, and (b) when an Owner releases title to a Restricted Unit, such unit will be considered as occupied by an Eligible Person or Family if it is held vacant and available for such occupancy until title is transferred to another Eligible Person or Family, at which time the status of the new Owner as an Eligible Person or Family is to be determined. 4. Restrictions on Transfer by Sale of the Restricted Property or Any Restricted Unit. (a.) For the duration of the Affordability Period, Developer, for itself and any subsequent Owner, hereby subjects the Site to certain restrictions and limits the price at which Developer or any other Owner may sell and/or resell the Site and the persons to whom Developer or any other Owner may sell the Site. (b) DEVELOPER AND ANY OTHER OWNER UNDERSTANDS THAT THE DETERMINATION OF THE SALES PRICE CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST O -I G:\WPDOCS\Documents\BldgHorzAFA.wpd 6 RATES, PROPERTY TAXES AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED AND THAT THE SALE PRICE PERMITTED HEREUNDER MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. DEVELOPER AND ANY OTHER OWNER FURTHER ACKNOWLEDGE THAT, AT ALL TIMES IN SETTING THE SALES PRICE, THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS AGREEMENT IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AFFORDABLE HOUSING COST. THE SALES PRICE MAY BE LESS THAN OTHER SIMILAR PROPERTIES WHICH HAVE NO RESTRICTIONS. Developer's Initials (c) Transfer of a Restricted Unit. Developer and any successor Owner may transfer a Restricted Unit only in strict accordance with the provisions of this Agreement. Specifically, during the Affordability Period, Owner may transfer a Restricted Unit (1) only to an Eligible Person or Family and (ii) only if the Purchase Housing Cost does not exceed Affordable Housing Cost for the Eligible Person or Family; and (iii) only if the Transfer has previously been approved in writing by the Agency. In order to comply with this Subsection 4(c), Developer and any successor Owner must calculate the Affordable Housing Cost for the Proposed Transferee of the Restricted Unit in accordance with the definition set forth in Subsection 2(a) of this Section . After calculating the Affordable Housing Cost for the Proposed Transferee, the Owner must ensure that the sum of the Sales Price and all costs listed in the definition of Purchase Housing Cost set forth in Subsection 2 of Section 401 does not exceed that Affordable Housing Cost. The Calculation of the Sales Price under this Subsection 4(c) is illustrated by example in Attachment No. _ of the Agreement. (d) In the event that after a good faith effort as defined in the Buyer Promissory Note, the successor Owner is unable to obtain an Eligible Person or Family to transfer the Restricted Unit, then after the required notice to and approval by the Agency Executive Director the owner may sell the Restricted Unit to a noneligible party subject to the equity share provisions of the Buyer Promissory Note and the Covenants, Conditions and Restrictions would be released. (e) Notwithstanding anything to the contrary in this Section , at close of the Developer Conveyance Escrow transferring the Restricted Unit from the Developer to the Proposed Transferee (the "Initial Owner"), the Initial Owner shall execute a Buyer's Promissory Note as approved by the Executive and Agency Counsel which Promissory Note shall be secured by a Second Deed of Trust. The Buyer's Promissory Note shall be non interest bearing. The principal amount shall be equal to the amount of the Agency Assistance necessary for the Individual or Family to qualify 054 G:\WPDOCS\Documents\BldgHorzAFA.wpd 7 for the Lender's loan and ensure the affordability requirements are met as approved by the Executive Director in accordance with the Agency's affordable housing program policies. The Note Amount shall be due and payable according to its terms including any applicable equity sharing provision. However, should the Initial Owner transfer the Restricted Unit to an Eligible Person, Family at Affordable Housing Cost, the Transferee shall assume the Promissory Note (Attachment No. 8 to the Agreement) and Agency shall extend the due date of the Note Amount until the next Transfer of the Restricted Unit. The foregoing provisions will apply to every successive Transfer during the Affordability Period. 5. Process to Complete Transfer by Sale of Restricted Units. Upon the Transfer by sale of a Restricted Unit, the following procedures shall apply: (a) Notice to City: Owner shall send to the Agency in care of the La Quinta Housing Department (or its successor), at P.O. Box 1504, La Quinta, California 92253, the form attached hereto as Attachment No. _ fully completed and executed by the Owner and the Proposed Transferee (the "Approval Request"). (b) Qualification of Proposed Transferee. No Transfer shall occur unless and until determination is made based o the Certificate in the form of Attachment No. _ attached hereto ("Certificate") and attachments thereto, that the Proposed Transferee (1) intends to occupy the Restricted Unit as the Proposed Transferee's principal residence and (ii) is an Eligible Person or Family. Each Proposed Transferee shall submit a Certificate to the Developer certifying its intent with regard to the occupancy of the Restricted Unit and as to the truth and accuracy of all information supplied as to the Gross Income (calculated as set forth in 25 Cal. Code of Regs., Section 6914) of the Proposed Transferee ("Proposed Transferee's Certificate"). Developer or subsequent owner shall certify pursuant to Attachment No. 13 hereof the information provided on the Proposed Transferee's Certificate pursuant to direction on that Certificate. Developer or subsequent owner shall be entitled to rely on the information on the Proposed Transferee's Certificate and attachments thereto in making the determination required by this subsection 5(b) unless the Developer or subsequent owner has knowledge of, or a reasonable basis for belief as to the inaccuracy or falsehood of the Proposed Transferee's Certificate. (c) The Sales Price for the Restricted Unit shall not exceed the maximum price at which the Purchase Housing Cost to be paid by the Proposed Transferee would not exceed Affordable Housing Cost. The calculation of the Sales Price under this subsection is illustrated by example in Attachment No. 13 attached hereto. However, in determining Affordable Housing Cost, the family size of the Proposed Transferee shall be deemed to be 2 persons in the case of a 1 bedroom, 3 persons for a 2 bedroom, 4 persons for a 3 bedroom, or 5 persons for a 4 bedroom Restricted Unit. If the actual family size of the Proposed Transferee is larger, then the actual family size shall be used. ? O ,I j + )O G:\WPDOCS\Documents\BldgHorzAFA.wpd 8 (d) Certificates from Parties. With respect to each sale of a Restricted Unit, Developer or subsequent owner shall submit to the Agency, not later than four (4) weeks prior to close of escrow on the sale of a Restricted Unit, a certificate that (1) the Developer or subsequent owner has made the affirmative determinations required by Section 4(a) above and (ii) the Sales Price conforms with Section 4(b) above. The Developer or subsequent owner shall concurrently submit to the Agency the Proposed Transferee's Certificate and all attachments thereto and all other documents or material with regard to information required by Sections 4(a) and/or (b) above, whether or not relied on by the Developer. Further, the Developer or subsequent owner and Proposed Transferee each shall certify in writing, in a form acceptable to the Agency, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by the Agency and that all consideration delivered by the Proposed Transferee to Developer or subsequent owner has been fully disclosed to the Agency. The written certificate shall also include a provision that, in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to the Agency for its approval of the Transfer, the Agency shall have the right to file an action at law or in equity to seek termination and/or rescission of the sales contract and/or declare the sale void, notwithstanding the fact that the Transfer may have closed and become final as between Developer or subsequent owner and its Transferee. In the event Developer for the initial transfer or subsequent owner for each following transfer fails to comply with Sections 4(a) or 4(b) above, any costs, liabilities or obligations incurred by the Developer or subsequent owner and its Transferee for the return of any monies paid or received or for any costs and legal expenses, shall be borne Jointly and severally by the Developer and its transferee and such parties shall hold the City and Agency harmless and reimburse their expenses, legal fees and costs for any action and City and/or Agency take in enforcing the terms of this Section (e) Execution of Promissory Note and Second Deed of Trust. Notwithstanding anything to the contrary in this Agreement, at close of Escrow of the sale of the Housing Unit from the Developer to the Buyer, the Buyer shall execute a Buyer Promissory Note which shall be secured by a Second Deed of Trust. Said Second Deed of Trust shall be subordinate to any mortgage(s) obtained by the Owner for the purpose of securing funds to be applied to the Sales Price of the Housing Unit. the Buyer Promissory Note shall be non -interest bearing. The principal amount of the Promissory Note shall be an amount equal to the amount actually given as cash plus an Agency Equity Share Amount which becomes applicable only in the event that the Buyer is unable after good faith efforts to find an Eligible Person or Family to transfer the home at Affordable Housing Cost. In the event that the Buyer has provided the Agency with evidence of their good faith efforts then Agency may approve the sale to a nonqualified buyer and release the covenants by receiving in addition to the cash amount originally provided the additional Agency Equity Amount as provided under the terms of the Buyer Promissory Note. v V l o 5 t� G:\WPDOCS\Documents\BldgHorzAFA.wpd 9 So long as the Transferee purchasing the Housing Unit from the Owner is an Eligible Person or Family and the Sale of the Housing Unit is made at a price which is not in excess of Affordable Housing Cost, the Transferee shall assume the obligations of the Owner under the Promissory Note and Second Deed of Trust to repay the Agency Equity pursuant to the Promissory Note by execution of an assumption agreement in the form set forth as Attachment No. _ of this Agreement, together with other written documentation satisfactory to the Agency, and Agency shall extend the due date of the Agency Equity pursuant to the Note Amount until the next Transfer of the Housing Unit by said Transferee. At such next Transfer, the Agency will again extend the due date of the Agency Equity pursuant to the Note Amount if the Sale or Transfer complies with the requirements of this Section. So long as each Transferee from the Owner and each subsequent Owner: (1) is an Eligible Person or Family, (2) acquires the Housing Unit at an Affordable Housing Cost, and (3) assumes the obligations of the predecessor Owner as aforesaid; then the Agency agrees to extend the due date of the Agency Equity pursuant to the Note Amount and the transferring Owner shall not be required to pay the Agency Equity potion of the Note Amount upon transfer of the Housing Unit. The Agency Equity payment requirement is intended as a penalty against the Owner, to capture a portion of the equity in the Restricted Property for the benefit of the Agency/Holder, in the event that the Owner makes a ale of the Restricted Property to a Buyer that is not an Eligible Person or Family. This equity recapture requirement is intended to be a cumulative remedy, together with all other remedies available to the Agency/Holder to compensate for the removal of the affordable housing covenants of the Grant Deed and this Agreement on the Housing Unit, to compensate the Agency for the administrative costs of operating the housing program of the Agency and to provide funds to the Agency to further assist low and moderate income persons in the provision of housing. In the event the equity recapture provisions of the Promissory Note are found by a court or administrative agency of competent jurisdiction to be in contravention of law or administrative regulation, the Applicable Percentage shall be reduced to the maximum percentage allowable by applicable law or administrative regulation, or may be otherwise modified by judicial decree or order so as to comply with applicable law. (f) Written Consent of Agency Required Before Transfer. During the Affordability Period the Restricted Property or the Restricted Unit, as the case may be, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of the Agency, which consent shall be given only if the Transfer is consistent with the Agency's goal of creating, preserving, maintaining and protecting housing in the City of La Quinta for Eligible Persons and Families and shall be in accordance with the provisions of this subsection 5. This provision shall not prohibit the encumbering of title for the sole purpose of securing financing of the purchase price of the Restricted Unit. r) 9� G:\WPDOCS\Documents\BldgHorzAFA.wpd 10 (g) Delivery of Documents. Upon the close of the proposed Transfer, the Owner and Transferee, as applicable, shall provide the Agency with a certified copy of the recorded Assumption Agreement, a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this subsection 5 and any other documents which the Agency may request. 6. Covenants of Owner. The Owner of each Restricted Unit by acceptance of a deed to the Restricted Unit covenants and agrees that, at all times during the Affordability Period, its Restricted Unit will be continuously occupied by Owner as its principal residence, and shall not be rented, subleased, or subject to any other business arrangement, whereby consideration shall be paid by any occupant of a Restricted Unit to the Owner of the Restricted Unit; provided, if the Restricted Unit is occupied by an Eligible Person or Family, the family members whose income was considered in determining the eligibility of that family may make monetary contributions toward the Purchase Housing Costs of the Restricted Unit. Owner agrees that it shall not record or cause the recordation of any deed of trust (a "Further Encumbrance") securing a note having an original principal sum which, when added to the sum of the principal amount(s) of any notes secured by any deeds of trust against the Restricted Property as of the date of recordation of the Further Encumbrance, exceeds the fair market value of the Restricted Property. B. Use Restrictions. The Property shall be occupied and used as follows: 1. The single-family home on each Parcel ("Unit") shall be used only for private dwelling purposes and for no other purposes. The Units shall not be leased, subleased, rented or otherwise; rather, each Unit shall be the principal dwelling of the owner thereof and his family. 2. There shall be no structural alternation, construction or removal of any structure on any Parcel (other than repairs or rebuilding permitted herein) without the approval of the appropriate City departments or the Agency and in conformance with the City Code. C. Maintenance. The exterior areas of each Parcel shall be kept free of rubbish, debris and other unsightly or unsanitary materials. Each Owner shall have the affirmative obligation to prevent the occurrence on the Parcel owned by such Owner of what might be considered a fire hazard or a condition dangerous to the public health, safety and general welfare; or constitute an unsightly appearance or otherwise detract from the aesthetic and property values of neighboring properties. The following minimum performance standards for the maintenance of the Unit and landscaping on each Parcel shall be adhered to by each Owner. 0 .V 7 G:\WPDOCS\Documents\BldgHorzAFA.wpd 11 vegetation. (1) Landscaping on the Property shall be absent of the following: (a) Lawns with grasses in excess of six (6) inches in height. (b) Untrimmed hedges. (c) Dying trees, shrubbery, lawns and other plant lift from lack of water or other necessary maintenance. (d) Trees and shrubbery grown uncontrolled without proper pruning. (e) Vegetation so overgrown as to be likely to harbor rats or vermin. (f) Dead, decayed or diseased trees, weeds and other (g) Inoperative irrigation system(s). (2) Yard areas shall be maintained so as to be absent of the following: (a) Broken or discarded furniture, appliances and other household equipment stored in yard areas for periods exceeding one (1) week. (b) Packing boxes, lumber, trash, dirt and other debris stored in yards for unreasonable periods in areas visible from public property or neighboring properties. (3) No building, wall or fence may be left in an unmaintained condition so that any of the following exist: (a) Buildings abandoned, boarded up, partially destroyed or left unreasonably in a state or partial construction. (b) Unpainted buildings or buildings with peeling paint in such a condition as to I. Cause dry rot, warping and termite infestation; or ii. Constitute an unsightly appearance that detracts form the aesthetic or property values of neighboring properties. 2 ? d G:\WPDOCS\Documents\BldgHorzAFA.wpd 12 (c) Broken windows, constituting hazardous conditions and/or inviting trespassers and malicious mischief. (d) Damaged garage doors that may become inoperative or unsafe to operate. (e) Graffiti remaining on any portion of the property for a period exceeding ten (10) days. (f) Building interiors and exteriors shall be maintained to meet standards of similar residential property in the City of La Quinta. D. City's Right of Review and Enforcement. The City of La Quinta (the "City") and the Agency shall be made a party to this Declaration for the limited purpose as specified herein as follows: 1. Changes or amendments to this Declaration must be submitted for City/Agency review and approval. 2. In the event of inaction by any Owner, the City and Agency are hereby granted expedient power to enforce all provisions of this Declaration including, but not limited to, the maintenance of the Improvements and all yards, buildings and landscaping areas within the Site. E. Miscellaneous Provisions. 1. If any provision of this Declaration or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Declaration; and each provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. 2. This Declaration shall be construed in accordance with the laws of the State of California. 3. This Declaration shall be binding upon and inure to the benefit of the successors and assigns of the Developer. 4. In the event action is instituted to enforce any o the provisions of this Declaration, the prevailing party in such action shall be entitled to recover fro the other party thereto as part of the judgment, reasonable attorney's fees and costs. G:\WPDOCS\Documents\BldgHorzAFA.wpd 13 0 6 0 F. The covenants and agreements established in this Declaration shall, without regard to technical classification and designation, be binding on each Owner and any successor in interest to the Property, or any part thereof (including each Parcel) for the benefit of and in favor of the Agency, its successor and assigns, and the City of la Quinta, and shall remain in effect for thirty (30) days from the date of the recording of this document). IN WITNESS WHEREOF, Owner has executed this instrument the day and year first hereinabove written. Dated: BUILDING HORIZONS, INC., a California corporation 22 Its: 09 Of) 1. G:\WPDOCS\Documents\BldgHorzAFA.wpd 14 EXHIBIT "A" TO ATTACHMENT NO. 5 THE PROPERTY Assessor Parcel Numbers 774-053-013-2 and 774-053-014-3 30 c 0 G:\WPDOCS\Documents\BldgHorzAFA.wpd 15 ATTACHMENT NO. 6 CERTIFICATE OF COMPLETION RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) LA QUINTA REDEVELOPMENT AGENCY ) 78-495 Calle Tampico ) La Quinta, California 92253 Attn: Executive Director ) Space above for Recorder's use. CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT WHEREAS, by an Affordable Housing Agreement dated , 2003, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter referred to as the "Agency") and BUILDING HORIZONS, INC. (collectively referred to as the "Developer"), the Developer has constructed improvements upon the real property (the "Site"), legally described on the attached Exhibit A, by constructing or causing to be constructed the improvements thereon according to the terms and conditions of said Affordable Housing Agreement (the "Agreement"); and WHEREAS, pursuant to Section 314 of the Agreement, promptly after completion of the Improvements the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the construction of the Improvements conforms to the Agreement; and WHEREAS, the Developer has requested that the Agency furnish the Developer with the Certificate of Completion; and WHEREAS, the Agency has conclusively determined that the construction of the Improvements conforms to the Agreement; NOW, THEREFORE: 1. As provided in the Agreement, the Agency does hereby certify that the construction of the Improvements required to be constructed on the Site described in Exhibit "A" hereto has been satisfactorily performed and completed, and that Agreement. ` such development an construction work complies with the A P P 9 G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 2. This Certificate of Completion does not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage security money loaned to finance the work of construction if improvements and development of the Site, or any part hereof. This Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. 3. This Certificate of Completion does not denote completion of any work required to be completed, other than on the Site. 4. The Deed of Trust recorded as document no. among the official land records of the County of Riverside and those Conditions, Covenants and Restrictions recorded as Document No. among the official land records of the County of Riverside shall remain in full force and effect. IN WITNESS WHEREOF, the Agency has executed this Certificate as of this day of , 2003. as ATTEST: JUNE GREEK, Agency Secretary NOTARY LA QUINTA REDEVELOPMENT AGENCY THOMAS P. GENOVESE, Executive Director G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 ATTACHMENT NO. 7 MAXIMUM SALES PRICE ILLUSTRATION [This shall be prepared when Developer ready to start sales of units] G:\WPDOCS\Documents\BldgHorzAFA.wpd ATTACHMENT NO. 8 CERTIFICATE OF PROPOSED TRANSFEREE THIS FORM MUST BE DELIVERED TO THE OWNER BEFORE PROCEEDING WITH ANY TRANSFER OF THE PROPERTY. ,20 1. The Proposed Transferee is Names: Current Address: Telephone Number: 2. The address of the property which the proposed transferee desires to purchase is (the "Property"), which was built in the La Quinta Redevelopment Project Area No. 1. 3. The proposed transferee represents, warrants and covenants the following: home. (a) The proposed transferee has never previously owned a single-family (b) The Property will be the principal residence of the proposed transferee. (c) The combined maximum annual income in the current year for all household members of the proposed transferee is $ (This figure must reflect income form all sources.) (d) The proposed transferee will deliver to the Agency a signed financial statement on a form acceptable to the Agency. 4. The proposed transferee's household consists of the following persons who will reside in the Property: G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 Adults (18 or over) - [name of each] : Minors (under 18) [name of each]: 5. The proposed transferee must submit to the Owner, on a form available from the Owner, an income certification so the Owner may determine if the proposed transferee is an Eligible Person or Family. 6. A true and correct copy of the proposed transferee's most recent tax return to the U.S. Internal Revenue Service is attached hereto. 7. The terms of the proposed transfer are: (a) Sales price of $ . This sales price is based on the maximum price at which the Purchase Housing Cost of the Proposed Transferee would not exceed Affordable Housing Cost. The calculation of the Sales Price under this section is illustrated in Attachment No. to the Agreement. IN ORDER TO ANSWER QUESTION 2(b) YOU MUST CALCULATE THE PROPOSED SALES PRICE BASED ON AFFORDABLE HOUSING COST, TAKING INTO CONSIDERATION ALL ITEMS LISTED IN THE DEFINITION OF PURCHASE HOUSING COST. (b) Price of any personal property being sold by the Owner to the proposed transferee: $ (if none, so state) (c) The price of $ services of Owner. (If no, so state). to be paid by the proposed transferee for any (d) All other amounts of money or other consideration, if any, concerning the Property or any other matter to be paid by the proposed transferee to the Owner: $ (if none, so state) . (e) Sources of payment of sales price: Sales price $ Cash down payment $ (3 .w, G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 1 st loan $ 2nd loan $ Other (describe) $ Total $ (f) The financing obtained by the proposed transferee to purchase the Property is as follows: 1 st Loan: Loan amount: $ Monthly payments: $ Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: Lender: Lender's address: 2nd Loan: Loan amount: Monthly payments: Interest rate ' 13 G:\WPDOCS\Documents\BldgHorzAFA.wpd 3 If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: Lender: Lender's address: Other Loans: (describe, if none, so state) (g) The monthly Purchase Housing Cost to be paid by the proposed transferee: 1 st loan monthly payment: $ 2nd loan monthly payment: $ Other loans monthly payment: $ Taxes and assessments (1 /12 of yearly taxes and assessments): $ Insurance (1 /12 of yearly premium): $ Homeowner's dues: $ Total: $ 8. A true and correct copy of the purchase and sale or other agreement between the owner and the proposed transferee is attached hereto. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. G:\WPDOCS\Documents\BldgHorzAFA.wpd 4 PROPOSED TRANSFEREE: Date Signature Print Name Street Address City State Zip Code G:\WPDOCS\Documents\BldgHorzAFA.wpd Signature Print Name Telephone C ' t Developer's Certification Based on the Proposed Transferee's Certificate above, and all documents attached hereto, Developer hereby certifies that: (1) Proposed Transferee is an Eligible Person or Family; and (2) The monthly Purchase Housing Cost to be paid by the Proposed Transferee shall not exceed the monthly Affordable Housing Cost. [Capitalized terms used above are defined in the Agreement to which this certificate is attached.] OWNER: [Name] Date: L 3 .0 G:\WPDOCS\Documents\BldgHorzAFA.wpd 6 o 7 i. ATTACHMENT NO. 9 NOTICE OF INTENT TO TRANSFER NOTICE OF INTENT TO TRANSFER MUST BE DELIVERED TO THE LA QUINTA REDEVELOPMENT AGENCY PRIOR TO PROCEEDING WITH ANY TRANSFER OF THE PROPERTY. From: To: La Quinta Redevelopment Agency c/o City of La Quinta Housing Department La Quinta, CA 92253 Attn: Development Officer Re: La Quinta, CA (the "Property") Redevelopment Project Area (street address) ("Owner") Owner desires to [sell, convey, transfer by inheritance or devise, lease, gift, otherwise transfer] (circle appropriate words) the Property. If the Agency has a program to help locate an Eligible Family, does the Owner want the Agency to help look for an Eligible Person or Family to buy the Property? Yes No Date: Signature of Owner ( 1 Day time telephone of Owner Date: Signature of Owner Day time telephone of Owner G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 31.E 072 3 1 G:\WPDOCS\Documents\BldgHorzAFA.wpd L ti73 ATTACHMENT NO. 10 REQUEST FOR APPROVAL OF PROPOSED TRANSFEREE THIS FORM MUST BE DELIVERED TO THE LA QUINTA REDEVELOPMENT AGENCY BEFORE PROCEEDING WITH ANY TRANSFER OF THE PROPERTY .20 La Quinta Redevelopment Agency c/o City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: Development Officer Redevelopment Project Area Re: Request for Approval of Proposed Transferee To Whom It May Concern: The undersigned is the owner of real property in La Quinta, located at (the "Property"), which was built within the Redevelopment Project Area. The Owner now desires to transfer the Property and by this letter is requesting the City of La Quinta to approve the proposed transferee. 1. The Proposed Transferee is Names: Current Address: Telephone Number: tJ +^74 G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 2. The terms of the proposed transfer are (a) Sales price of $ . This sales price is based on the lesser of (1) Fair market value; or (ii) The maximum price at which the Purchase Housing Cost of the Proposed Transferee would not exceed Affordable Housing Cost. The calculation of the Sales Price under this subsection (ii) is illustrated in Attachment No. to the Agreement. IN ORDER TO ANSWER QUESTION 2(b) YOU MUST CALCULATE THE PROPOSED SALES PRICE BASED ON AFFORDABLE HOUSING COST, TAKING INTO CONSIDERATION ALL ITEMS LISTED IN THE DEFINITION OF PURCHASE HOUSING COST. (b) Price of any personal property being sold by the Owner to the proposed transferee: $ (If none, so state) (c) The price of $ to be paid by the proposed transferee for any services of Owner. (If none, so state). (d) All other amounts of money or other consideration, if any, concerning the Property or any other matter to be paid by the proposed transferee to the Owner: $ (if none, so state). (e) Sources of payment of sales price: Sales price $ Cash down payment $ 1st loan $ 2nd loan $ Other (describe) $ Total $ (f) The financing obtained by the proposed transferee to purchase the Property is as follows: 0 073 G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 1 st Loan: Loan amount: S Monthly payments: S Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: Lender: Lender's address: 2nd Loan: Loan amount: $ Monthly payments: S Interest rate If variable interest, describe adjustment mechanism: Due date: Balloon payment amount: Points and fees: Lender: 310 Lender's address: 076 G:\WPDOCS\Documents\BldgHorzAFA.wpd 3 Other Loans: (describe, if none, so state) (g) The monthly Purchase Housing Cost to be paid by the proposed transferee: 1 st loan monthly payment: $ 2nd loan monthly payment: $ Other loans monthly payment: $ Taxes and assessments 0 /12 of yearly taxes and assessments): $ Insurance (1 /12 of yearly premium): $ Homeowner's dues: $ Total: $ 3. The proposed transferee represents, warrants and covenants the following: (a) The Property will be the principal residence of the proposed transferee. (b) The combined maximum annual income for all household members of the proposed transferee is $ . (This figure must include al sources of income). (c) The proposed transferee will deliver to the Agency a signed financial statement on a form acceptable to the Agency. 4. The proposed transferee's household consists of the following persons who will reside in the Property: Adults 0 8 or over) - [name of each] : 077 G:\WPDOCS\Documents\BldgHorzAFA.wpd 4 Minors (under 18) [name of each]: 5. The proposed transferee must submit to the Owner, on a form available from the Owner, an income certification so the Owner may determine if the proposed transferee is an Eligible Person or Family. 6. A true and correct copy of the proposed transferee's most recent tax return to the U.S. Internal Revenue Service is attached hereto. 7. A true and correct copy of the purchase and sale or other agreement between the owner and the proposed transferee is attached hereto. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. •I► Date Signature Print Name Street Address City State Zip Code Signature Print Name Telephone 31 ,�, G:\WPDOCS\Documents\BldgHorzAFA.wpd 5 PROPOSED TRANSFEREE: Date Signature Print Name Street Address City State Zip Code Signature Print Name Telephone G:\WPDOCS\Documents\BldgHorzAFA.wpd 6 ATTACHMENT NO. 11 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: LA QUINTA REDEVELOPMENT AGENCY ) 78-495 Calle Tampico ) La Quinta, California 92253 Space above for recorder. ASSUMPTION AGREEMENT This Assumption Agreement is entered into by: The La Quinta Redevelopment Agency ("Agency") Date of Agreement: EN particularly reference. ("Selling Owners") ("Buying Owners") FACTS Selling Owners are all of the owners of property commonly known as , La Quinta, California (the "Property") and more described in Exhibit A attached hereto and incorporated herein by B. The Property is subject to the Affordable Housing Agreement between the Agency and Building Horizons, Inc., a California nonprofit public benefit corporation, dated as of (the "Agreement", a copy of which is on file with the Agency as a public record and is incorporated herein by reference, the Grant Deed recorded at Book , Page Series M of the official land records of Riverside County (the "Grant Deed"), and that certain Second Deed of Trust recorded at Book , Page , Series No. of the official land records of Riverside County (the "Deed of Trust", and those Conditions, Covenants and Restrictions, recorded at Book , Page , Series No. of the Official Records of Riverside County (the "Restriction"). The Agreement, the Deed of Trust, and the 313 G:\WPDOCS\Documents\BldgHorzAFA.wpd 1 Restriction restricts the sales price that can be charged for the Property and the persons to whom the Property can be sold. C. Buying Owners desire to purchase the Property. Buying Owners understand that the Restriction will limit the purchase price they can receive when they sell the Property and will limit the people to whom they can sell the Property. D. Buying Owners are able to purchase the Property because the purchase price of the Property may be less than other similar property without Restrictions. For this reason Buying Owners desire to purchase the Property. E. In order to purchase the Property, Buying Owners must assume all obligations of the Owner under the Agreement, the Deed of Trust, and the Restriction and must agree to bound by al provisions in the Restriction. NOW, THEREFORE, Buying Owners agree as follows: 1. Acknowledgment of Limitation on Future Price. BUYING OWNERS UNDERSTAND THAT WHEN BUYING OWNERS DESIRE TO SELL OR TRANSFER THE PROPERTY THAT THE ALE PRICE CAN BE DETERMINED ONLY AT THE TIME OF THE PROPOSED TRANSFER TAKING INTO CONSIDERATION INTEREST RATES, PROPERTY TAXES AND OTHER FACTS THAT CANNOT BE PREDICTED ACCURATELY AND THAT THE SALES PRICE MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR PROPERTY THAT IS NOT ENCUMBERED WITH THE AGREEMENT, THE DEED OF TRUST, AND THE RESTRICTION, BUYING OWNERS ALSO ACKNOWLEDGE THAT ALL TIMES IN SETTING THE SALES PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THE RESTRICTION IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AFFORDABLE HOUSING COST. THE SALE PRICE, WHEN BUYING OWNERS DECIDE TO SELL THE PROPERTY, WILL LIKELY BE LESS THAN OTHER SIMILAR PROPERTIES WHICH HAVE NO RESTRICTIONS. Buyer's Initials 2. Understand the Agreement, the Deed of Trust, and the Restriction. Buying Owners represent that they have read the Restriction and fully understand the Agreement, the Deed of Trust, and the Restriction. 3. Owner Occupancy. Buying Owners agree that they will occupy the Property as their primary residence and that they will comply with all provisions of the Agreement, the Deed of Trust and the Restriction relating to the occupancy of the Property. 4. Assumption of Obligations Under the Agreement, the Deed of Trust, and +� the Restriction. As a material consideration to the Agency in approving Buying Owners, Buying Owners hereby assume al obligations of the Owner (as defined in the G:\WPDOCS\Documents\BldgHorzAFA.wpd 2 Agreement, the Deed of Trust, and the Restriction), related to the Property set forth in the Agreement, the Deed of Trust, and the Restriction. Buying Owners agree to be bound by all duties and obligations of the Owner in the Agreement, the Deed of Trust, and the Restriction and agree to comply with all provisions thereof for the term of the Agreement, the Deed of Trust and the Restriction. Buying Owners agree as set forth above in order to have the benefit of the restricted purchase price for which the Property is offered. 5. Remedies. Upon the occurrence of an Event of Default, the Agency shall have the following remedies: (a) Specific Performance. The Agency shall have the right to bring an action for specific performance of this Agreement to require the Developer to comply whit the terms and provisions of this Agreement. Developer acknowledges that it is the intention of Developer and the Agency that these provisions be specifically enforceable to maintain the supply of affordable housing for Eligible Persons and Families. (b) Application to Court. The Agency may apply to a court of competent jurisdiction for an injunction prohibiting a proposed Transfer in violation of this Agreement, for a declaration that a Transfer is void or for any other such relief as may be appropriate. (c) All Remedies Available and Cumulative. Upon the occurrence of an Event of Default, the Agency shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other real property proceedings, to enforce the provisions of this Assumption Agreement, the Agreement, the Restriction and the Deed of Trust, and to cure any Event of Default or violation hereof. No delay in enforcing the provisions thereof as to any Event of Default or violation shall impair, damage or waive the right of the Agency to enforce the provisions of this Agreement in the future or any continuing or new breach or violation of any of the covenants or restrictions contained in this Assumption Agreement, the Agreement, the Restrictions, and the Deed of Trust. All rights and remedies, including without limitation those set forth in Section (a) above, of any party legally entitled to enforce this Assumption Agreement, the Agreement, the Restrictions, and the Deed of Trust, shall be cumulative and the exercise of any such right or remedy shall not impair or prejudice and shall not be a waiver of the right to exercise any other such right and remedy. IN WITNESS WHEREOF, the parties have executed this Assumption Agreement to be effective on the date of recordation of a deed conveying the Property to Buying Owners. Date Buying Owner G:\WPDOCS\Documents\BldgHorzAFA.wpd 3 Ci 8 2 Date Buying Owner Based on information provided by Selling Owners and Buying Owners and on Buying Owners execution hereof, the La Quinta Redevelopment Agency hereby approves Buying Owners to purchase the Property subject to this Agreement. Date LA QUINTA REDEVELOPMENT AGENCY By: Name: Title: 083 G:\WPDOCS\Documents\BldgHorzAFA.wpd 4 COUNCIL/RDA MEETING DATE: April 16, 2002 Consideration of Closing Agreement on Final Determination Covering Specific Matters between the La Quinta Redevelopment Agency, U.S. Bank & Commissioner of Internal Revenue RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION:. CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Approve the Closing Agreement on Final Determination Covering Specific Matters between the La Quinta Redevelopment Agency, U.S. Bank & Commissioner of Internal Revenue FISCAL IMPLICATIONS: None - According to U.S. Trust, they have paid the Internal Revenue Service $212,833.28 in interest earnings on the escrowed funds. CHARTER CITY IMPLICATIONS: None. BACKGROUND AND OVERVIEW: In 1994, the Redevelopment Agency issued $26,665,000 in Bonds. A portion of the proceeds was used for new projects and another portion was placed in escrow to refund previously issued bonds. According to U.S. Trust, $15 million had been invested in State and Local Government Series (SLGS) investments maturing three months prior to the refunding date. After the maturity, the $15 million should have been invested directly with the U.S. Treasury in Zero Coupon Treasury Securities. Due to a computer error on the part of U.S. Trust, the funds were instead invested directly by U.S. Trust for the three months in other investments, which generated $212,833.28 in interest earnings. U.S. Trust discovered this error and contacted the Internal Revenue Service and remitted the $212,833.28. According to U.S. Trust, this error affected not only this bond issue but affected 15 other accounts. 323 The Internal Revenue Service has requested that the Redevelopment Agency approve this closing agreement. Mr. Bill Marticorena, our bond counsel with Rutan & Tucker, has reviewed the agreement and prepared a strikeout version with his comments (Attachment A). The modifications being considered would further clarify that the Agency was not at fault in this matter. In discussing the Agreement with Mr. Marticorena, he stated that he is still discussing possible modifications to the Agreement with attorneys from U.S. Trust and the Internal Revenue Service. While he would like to see the Internal Revenue Service accept the revisions, he recommends that the Agency accept the agreement even if the agreement cannot be modified. It is also recommended by our bond disclosure counsel, Mr. David McEwen of Stradling, Yocca, Carlson & Rauth, to approve this closing agreement. With the possibility of an upcoming bond issue, the Agency may be required to disclose the status of this matter in bond documents. Our underwriter, Robin Thomas of Wedbush Morgan Securities, has stated that in her opinion this disclosure will not impact the credit rating of the Agency, or result in an increase in costs to the Agency in raising funds. FINDINGS AND ALTERNATIVES: The alternatives available to the Agency include: 1 . Approve the Closing Agreement on Final Determination Covering Specific Matters between the La Quinta Redevelopment Agency, U.S. Bank & Commissioner of Internal Revenue; or 2. Do not approve the Closing Agreement on Final Determination Covering Specific Matters between the La Quinta Redevelopment Agency, U.S. Bank & Commissioner of Internal Revenue; or 3. Provide staff with alternative direction. espe9tf,Ully su Jo n M. Falconer, Finance Director P ) proved for Submissio by: Thomas P. Genovese, City Manager Attachment: 1. Closing Agreement on Final Determination Covering Specific Matters , 06 �. ATTACHMENT 1 CLOSING AGREEMENT ON FINAL DETERMINATION COVERING SPECIFIC MATTERS Under section 7121 of the Internal Revenue Code of 1986, as amended (the "Code"), La Quinta Redevelopment Agency (the "Issuer"), U.S. Bank National Association, survivor by merger of U.S. Bank Trust National Association (the "Escrow Agent"), and the Commissioner of Internal Revenue (the "Commissioner" or "IRS") make this closing agreement (the "Agreement"). WHEREAS, the parties have determined the following facts and made the following legal conclusions and representations: A. This Agreement is in settlement of issues raised by certain trans -actions involving the Issuer in a request for a closing agreement pertaining to La Quinta Redevelopment Agency La Quinta Redevelop-ment Project Tax Allocation Refunding Bonds, Series 1994 (Project Area No. 1) (the "Bonds") issued by the Issuer in the principal amount of $26,665,000 on June 21, 1994 (the "Issue Date"). B. This Agreement is not based upon an examination of the Bonds by the IRS and does not preclude or impede an examination of the Issuer, any holders of the Bonds, or the Bonds by the IRS with respect to matters not addressed in this Agreement. C. The IRS has not formally asserted any claims against the Issuer, or sought to tax any holders of the Bonds on interest income on the Bonds. D. The terms of this Agreement were reached following negotiations and may differ from the terms of settlement of other bond issues examined or to be examined by the IRS. E. This Agreement is for the benefit of the past, present, and future registered and beneficial owners of the Bonds (collectively, the "Bondholders"). The Escrow Agent, without any fault or culpability on the part of the Issuer, failed to reinvest proceeds of the Bonds deposited into an escrow account (the "Escrow Fund") created with respect to the Bonds in certain U.S. Treasury Obligations -State and Local Govern-ment Series as specified in the Escrow Agreement dated as of May 1, 1994 by and between the Issuer and the Escrow Agent (the "Escrow Agreement"). Proceeds of the Bonds were, during certain periods of time, left uninvested. As a result, the proceeds of the Bonds may have been invested in the Escrow Fund at yields in excess of the permis-sible yields under section 1.148-2(d)(2)(ii) of the Income Tax Regula-tions. The Escrow Agent has agreed to pay to the U.S. Treasury on behalf of the Issuer the excess earnings resulting from such failure, in the amount stated below. The Escrow Agent has computed the excess earnings on the Bonds to be $212,833.28 for the period beginning on the Issue Date and ending on February 11, 2000. NOW IT IS HEREBY DETERMINED AND AGREED PURSUANT TO THIS AGREEMENT EXECUTED BY THE PARTIES HERETO UNDER SECTION 7121 OF THE CODE THAT FOR FEDERAL INCOME TAX PURPOSES. 1. The Escrow Agent shall, simultaneously with mutual execution and delivery of this Agreement by the parties hereto, pay $212,833.28 to the U.S. Treasury (the "Settlement 124/015610-0012 274848.02 a04/08/02 064 Closing Agreement with La Quinta Redevelopment Agency and U.S. Bank National Association - Amount") on behalf of the Issuer. Payment of this amount shall be transferred electronically to the U.S. Treasury or its designees pursuant to instructions previously provided, in writing, to counsel for the Escrow Agent by the IRS. Delivery of this Agreement shall be accomplished, and the Agreement shall be entered into, upon, but not before, both (1) receipt by each party, confirmed by telephone or e-mail, of an original or facsimile fully -executed copy of this Agreement, and (2) completion of the wire transfer contemplated by this Agreement. The date on which this Agreement so takes effect shall be inserted as the date of the Agreement on each counterpart. 2. In executing this Agreement the IRS does not expressly or impliedly accept the assumptions, allocations, or methodology used by the Escrow Agent in computing the excess earnings stated in Paragraph F. 3. The Bondholders are not required to include in their gross income any interest on the Bonds because of the violations set forth herein. 4. Notwithstanding anything to the contrary contained herein, the IRS may take any appropriate action with respect to the Bonds, including taxing the Bondholders on interest earned on the Bonds for violations other than those set forth herein; provided, however, for all purposes of sections 103 and 141 through 150 of the Code, (a) the amounts the Escrow Agent, prior to the date of this Agreement, failed to reinvest in U.S. Treasury Obligations -State and Local Government Series ("SLGS") as specified in the Escrow Agreement shall be treated as having been invested in zero coupon SLGS as specified in the Escrow Agreement, and (b) the Settlement Amount paid by the Escrow Agent to the U.S. Treasury shall not be treated as an amount earned by the Issuer on investments. 5. No income shall be recognized by any Bondholder as a result of this Agreement or any payments made pursuant to this Agreement. 6. The amount paid on behalf of the Issuer pursuant to this Agreement is not refundable, or subject to credit or offset under any circumstances. 7. No party to this Agreement shall endeavor by litigation or other means to attack the validity of this Agreement. 8. This Agreement shall not be cited or relied upon by any person or entity whatsoever as precedent in the disposition of any other case. 9. The Issuer hereby consents to disclosure by the IRS of information concerning the existence and subject matter of this Agreement to Members of Congress, the press and the general public: a. in the event of a default by the Issuer, but not the Escrow Agent, on any term in the Agreement; or b. to the extent the IRS deems necessary to correct any material misstatement with respect to this Agreement in response to a public statement by the Issuer 9F aR ageRt ef the lssbieF. 10. This Agreement is final and conclusive except that --- a. The matter it relates to may be reopened in the event of fraud, malfeasance, or misrepresentation of a material fact. 124/015610-0012 274848.02 a04/08/02 -2- ~ 6J5 Closing Agreement with La Quinta Redevelopment Agency and U.S. Bank National Association b. It is subject to the sections of the Code that expressly provide that effect be given to their provisions (including any stated exceptions for section 7122) notwithstanding any other law or rule of law; and C. If it relates to tax periods ending after the effective date of this Agreement, it is subject to any law, enacted after this Agreement date, that applies to that tax period. By signing, the above parties certify that they have read and agreed to the terms of this Agreement. 124/015610-0012 306 274848.02 a04/08/02 -3- 0i-i6 Closing Agreement with La Quinta Redevelopment Agency and U.S. Bank National Association Dated: April , 2002 LA QUINTA REDEVELOPMENT AGENCY By: Title: TIN#: Date: April , 2002 U.S. BANK NATIONAL ASSOCIATION By: Title: Senior Vice President Date: April , 2002 COMMISSIONER OF INTERNAL REVENUE By: Title: Date: April , 2002 This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the differences between - original document : G:\DOCSOPEN\DOCS1\124\5W2 01!.DOC and revised document: G:\DOCSOPEN\DOCS1\124\5W2_02!.DOC CompareRite found 3 change(s) in the text Deletions appear as Overstrike text Additions appear as Bold+Dbl Underline text 124/015610-0012 274848.02 a04/08/02 -4- V U CLOSING AGREEMENT ON FINAL DETERMINATION COVERING SPECIFIC MATTERS Under section 7121 of the Internal Revenue Code of 1986, as amended (the "Code"), La Quinta Redevelopment Agency (the "Issuer"), U.S. Bank National Association, survivor by merger of U.S. Bank Trust National Association (the "Escrow Agent"), and the Commissioner of Internal Revenue (the "Commissioner" or "IRS") make this closing agreement (the "Agreement"). WHEREAS, the parties have determined the following facts and made the following legal conclusions and representations: A. This Agreement is in settlement of issues raised by certain trans- actions involving the Issuer in a request for a closing agreement pertaining to La Quinta Redevelopment Agency La Quinta Redevelop- ment Project Tax Allocation Refunding Bonds, Series 1994 (Project Area No. 1) (the "Bonds") issued by the Issuer in the principal amount of $26,665,000 on June 21, 1994 (the "Issue Date"). B. This Agreement is not based upon an examination of the Bonds by the IRS and does not preclude or impede an examination of the Issuer, any holders of the Bonds, or the Bonds by the IRS with respect to matters not addressed in this Agreement. C. The IRS has not formally asserted any claims against the Issuer, or sought to tax any holders of the Bonds on interest income on the Bonds. D. The terms of this Agreement were reached following negotiations and may differ from the terms of settlement of other bond issues examined or to be examined by the IRS. E. This Agreement is for the benefit of the past, present, and future registered and beneficial owners of the Bonds (collectively, the "Bondholders"). F. The Escrow Agent failed, contrary to the requirements of the Escrow Agreement dated as of May 1, 1994 by and between the Issuer and the Escrow Agent (the "Escrow Agreement"), to reinvest proceeds of the Bonds deposited into the escrow account (the "Escrow Fund") created with respect to the Bonds in certain U.S. Treasury Obligations - State and Local Government Series. Proceeds of the Bonds were, 0.3 2 Closing Agreement with La Quinta Redevelopment Agency and U.S. Bank National Association during certain periods of time, left uninvested. As a result, the proceeds of the Bonds may have been invested in the Escrow Fund at yields in excess of the permissible yields under section 1.148-2(d)(2)(ii) of the Income Tax Regulations. The Escrow Agent has agreed to pay to the U.S. Treasury on behalf of the Issuer the excess earnings resulting from such failure, in the amount stated below. The Escrow Agent has computed the excess earnings on the Bonds to be $212,833.28 for the period beginning on the Issue Date and ending on February 11, 2000. NOW IT IS HEREBY DETERMINED AND AGREED PURSUANT TO THIS AGREEMENT EXECUTED BY THE PARTIES HERETO UNDER SECTION 7121 OF THE CODE THAT FOR FEDERAL INCOME TAX PURPOSES. 1. The Escrow Agent shall, simultaneously with mutual execution and delivery.of this Agreement by the parties hereto, pay $212,833.28 to the U.S. Treasury (the "Settlement Amount") on behalf of the Issuer. Payment of this amount shall be transferred electronically to the U.S. Treasury or its designees pursuant to instructions previously provided, in writing, to counsel for the Escrow Agent by the IRS. Delivery of this Agreement shall be accomplished, and the Agreement shall be entered into, upon, but not before, both (1) receipt by each party, confirmed by telephone or e-mail, of an original or facsimile fully -executed copy of this Agreement, and (2) completion of the wire transfer contemplated by this Agreement. The date on which this Agreement so takes effect shall be inserted as the date of the Agreement on each counterpart. 2. In executing this Agreement the IRS does not expressly or impliedly accept the assumptions, allocations, or methodology used by the Escrow Agent in computing the excess earnings stated in Paragraph F. 3. The Bondholders are not required to include in their gross income any interest on the Bonds because of the violations set forth herein. 4. Notwithstanding anything to the contrary contained herein, the IRS may take any appropriate action with respect to the Bonds, including taxing the Bondholders on interest earned on the Bonds for violations other than those set forth herein; provided, however, for all purposes of sections 103 and 141 through 150 of the Code, (a) the amounts the Escrow Agent, prior to the date of this Agreement, failed to reinvest in U.S. Treasury Obligations -State and Local Government Series ("SLGS") as specified in the Escrow Agreement shall be treated as having been invested in zero coupon SLGS as specified in the Escrow K, Closing Agreement with La Quinta Redevelopment Agency and U.S. Bank National Association Agreement, and (b) the Settlement Amount paid by the Escrow Agent to the U.S. Treasury shall not be treated as an amount earned by the Issuer on investments. 5. No income shall be recognized by any Bondholder as a result of this Agreement or any payments made pursuant to this Agreement. 6. The amount paid on behalf of the Issuer pursuant to this Agreement is not refundable, or subject to credit or offset under any circumstances. 7. No party to this Agreement shall endeavor by litigation or other means to attack the validity of this Agreement. 8. This Agreement shall not be cited or relied upon by any person or entity whatsoever as precedent in the disposition of any other case. 9. The Issuer hereby consents to disclosure by the IRS of information concerning the existence and subject matter of this Agreement to Members of Congress, the press and the general public: a. in the event of a default by the Issuer on any term in the Agreement; or b. to the extent the IRS deems necessary to correct any material misstatement with respect to this Agreement in response to a public statement by the Issuer or an agent of the Issuer. 10. This Agreement is final and conclusive except that --- a. The matter it relates to may be reopened in the event of fraud, malfeasance, or misrepresentation of a material fact. b. It is subject to the sections of the Code that expressly provide that effect be given to their provisions (including any stated exceptions for section 7122) notwithstanding any other law or rule of law; and c. If it relates to tax periods ending after the effective date of this Agreement, it is subject to any law, enacted after this Agreement date, that applies to that tax period. By signing, the above parties certify that they have read and agreed to the terms of this Agreement. 3 3 .- n Closing Agreement with La Quinta Redevelopment Agency and U.S. Bank National Association Dated: April , 2002 LA QUINTA REDEVELOPMENT AGENCY By: Title: TIN#: Date: April , 2002 U.S. BANK NATIONAL ASSOCIATION By: Title: Senior Vice President Date: April , 2002 COMMISSIONER OF INTERNAL REVENUE By: Title: Date: April , 2002 COUNCIL/RDA MEETING DATE: April 19, 2002 Consideration of Revisions to La Quinta's Affordable Housing Programs RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Approve the revisions to the Agency's existing Affordable Housing Programs resulting from the adoption of AB 637, and review and consider proposed policies to clarify the Agency's Affordable Housing Loan Programs and appropriate $50,000 for Project Area No. 1, non -allocated Reserve Account. FISCAL IMPLICATIONS: An appropriation for $50,000 would be made from Project Area No. 1, non -allocated Reserves Account #405-000-300-290 to fund the Assessment/Sewer Connection Subsidy Program for the balance of the 2001-02 Fiscal Year. BACKGROUND AND OVERVIEW: On January 1, 2002, significant amendments to Redevelopment Law were included in AB 637 relating to Redevelopment Agency affordable housing production and replacement housing requirements, and use of Low and Moderate Income Housing Funds. In summary, AB 637: • Increases the duration of affordability covenants from a minimum of ten years or the duration of the Redevelopment Plan's land use controls to 45 years for owner -occupied units. In addition, the duration of affordability covenants has increased from a minimum of 15 years, or the duration of Redevelopment Plan's land use controls, to 55 years for rental units, - Revises the Law as it relates to housing production requirements for substantially rehabilitated units receiving housing production credit for units outside of a project area; and an Agency's ability to purchase covenants for very low and low income persons or families; and allows an aggregating housing G:\WPDOCS\CC Stf Rpts\ccjhfsQSRpt.doc production requirements; and finally the sale of owner occupied units that have received redevelopment assistance prior to the end of the affordability covenant term; • Revises the replacement housing requirement wherein now 100% of the units which must be made available to the same income categories as the persons or families displaced from the destroyed or removed units versus 75%; • Requires the expenditure of housing fund monies for very low and low income categories in at least the same proportion as the number of units the community needs for these income categories; and • Requires that housing funds be expended on households with children in the same ratio as these households compose the community's total population. (A Redevelopment Agency cannot subsidize its housing production need by only building senior citizen units.) The new affordability covenant requirements have an impact on most of the Agency's existing affordable housing programs, specifically loans provided under the Second Trust Deed Home Purchase Loan Program, the Residential Rehabilitation Loan Program, the Building Horizons Program, and sale of the Agency -owned rental units. Additionally, the Assessment/Sewer Connection Subsidy Program is impacted by this legislation. The term of the covenants in the Miraflores project is not affected because master affordability covenants were recorded against the property when the Affordable Housing Agreement was executed with Catellus in 1998. A. Housing Programs: 1. Second Trust Deed Loan Program. Established in 1996, the Agency has provided home purchase loan assistance to 159 very low, low and moderate income households and committed $7 million for this program since its inception. This fiscal year $2.7 million has been allocated toward this program. The loan program was designed to assist both the first time home buyer and families seeking to improve the level of their housing. In return, the Agency has been able to upgrade the Cove thorough new housing construction which has proved to be an incentive for other existing property owners to improve their properties. The Program's success is evidenced by the interest level expressed by home buyers seeking to relocate to La Quinta and the fact that each year, the funds allocated for these loans are fully expended. Affordability Covenant Term. Staff recommends the affordability covenant term of 45 years required by AB 637, be instituted. Agency loans originated after January 1, 2002, will incorporate this provision and loan documents for these loans will be revised to reflect the new affordability covenant term as well as revisions to the loan repayment and shared appreciation provisions, which will incorporate the extended affordability term. 33 G:\WPDOCS\CC Stf Rpts\ccjhfsQSRpt.doc 2. Residential Rehabilitation Loan Program. This program was also established in 1996 and will have provided approximately $203,000 in rehabilitation loans to 12 property owners to the end of the current fiscal year, with an average loan of approximately $17,000. Affordability Covenant Term. Staff recommends the implementation of the increased affordability covenant term required by AB 637 to 45 for owner -occupied or 55 years for renter -occupied units. Agency loans originated after January 1, 2002 will incorporate this provision and loan documents for these loans will be revised to reflect the new affordability covenant term. When an owner repays a loan prior to the expiration of the covenants, the Agency will be required to provide an additional unit at the same income level as the unit removed from the program. The Agency's housing consultant will continue to market the program with the increased affordability covenants and, if the increased loan term impacts the viability of the program, staff will bring this item back to the Agency Board to determine its interest in continuing the program and fund it with non -housing funds. 3. Building Horizons Program. This program was initially approved in 1994 and will have constructed 15 homes through separate annual affordable housing agreements to the end of the current fiscal year. The homes were all sold as affordable units, with the Agency providing second trust deed loans to assist in the purchase. Affordability Covenant Term. Staff recommends the implementation of the increased affordability covenant term required by AB 637 to 45 years. Pursuant to AB 637, Agency loans for the current year program will incorporate this provision and loan documents will be revised to reflect the new affordability covenant term as well as revisions to the loan repayment and shared appreciation provisions, which will be projected forwarded for the increased affordability term. 4. Sale of Agency -Owned Rental Units. Early in 1998, the Agency authorized the sale of up to two units per year, initially to the existing tenants, and then by marketing the units to potential buyers able to meet the very low income eligibility requirement. Since that time, seven homes have been sold and one loan application is pending for sale of the homes occupied by the existing tenants. Affordability Covenant Term. Staff recommends the implementation of the increased affordability covenant term required by AB 637 to 45 years. Pursuant to AB 637, Agency loans for the current year program will incorporate this provision and loan documents will be revised to reflect the new affordability covenant term as well as revisions to the loan repayment and shared appreciation provisions, which will be projected forwarded for the increased affordability term. G:\WPDOCS\CC Stf Rpts\ccjhfsQSRpt.doc 033 5. Substantial Rehabilitation of the Agency Owned Rental Units. In 1998, the Agency authorized the upgrade of its rental units to a level that would qualify them as substantially rehabilitated and ensure they are maintained in a similar condition to other, owner -occupied single family homes in the Cove. Since that time, upgrades have been completed on 21 homes and 22 homes still require upgrading. As the work is completed, affordability covenants are recorded against each property to provide the Agency with the ability to count the units toward the inclusionary housing requirement. Affordability Covenant Term. Staff recommends the implementation of the increased affordability covenant term required by AB 637 to the 55 years required for renter - occupied properties. The covenants recorded against the units which have been upgraded since January 1, 2002, will incorporate this provision. 6. Assessment / Sewer Connection Program. Since 1989, this program has funded the street improvement assessment payments and sewer connection costs for very low, low and moderate owner and renter occupied properties. Approximately 505 households have been assisted through this program at an annual cost of approximately $170,000 in Housing Fund monies. The Agency funds a subsidy of approximately $4,500 to $5,000 to each participating property owner. Due to the provisions of AB 637, if the program were continued to be funded through the Housing Fund, the Agency would be required to impose 45 or 55 year covenants against the properties. Replacement housing provisions would also apply whereby an additional unit must be provided at the same income category for each unit removed from the program when an owner sells and repays the balance of the subsidy to the Agency. Since the program's inception, approximately 90 properties have been removed from the program in this manner. Although there appears to be a sufficient number of new applicants enrolling in the program to meet this requirement, compliance would require considerable additional staff time in tracking and ensuring compliance. Staff is concerned that the longer covenant term would discourage property owners from taking advantage of the subsidy, given the low amount of each subsidy. The options available to the Agency would be to continue to fund the program through the Housing Fund and implement the 45-year covenants to ensure compliance or to fund the program through non -housing redevelopment funds at an estimated annual cost going forward of approximately $140,000. Staff recommends funding the program through the use of non -housing redevelopment funds and is seeking an appropriation of $50,000 to fund assistance to new program participants for the balance of the fiscal year. Further, staff recommends that this program be limited to only very low and low income households. 3f� .'l J) G:\WPDOCS\CC Stf Rpts\ccjhfsQSRpt.doc 0,04 B. Loan Program Policy Issues. Implementation of the existing second trust deed loan programs has surfaced several issues which are being brought before the Agency for direction. 1. Asset limitation. One of the issues that has been raised is the appropriateness of determining whether a household's income should be requalified after they have received an Agency second trust deed home purchase loan. Once a buyer has qualified to receive a home purchase loan and closed escrow on the purchase of the home, it is assumed that their income category remains the same, however, it is likely that their income could increase, sometimes significantly. Redevelopment Law provides for monitoring of owner -occupied affordable housing to ensure the owner -occupancy provision is being fulfilled, but not to determine whether the household's income has increased. One of the avenues available to the Agency as a remedy is to ensure that the home purchase loans are only made available to persons and households who are truly in need of assistance to purchase a home. Therefore, staff has prepared the attached draft Asset Limitation provision. It recommends that an applicant may not have liquid assets in excess of $50,000. The complete language for this provision is attached. Although not considered "liquid" assets, and because the Agency housing programs are not restricted to first time home buyers, staff recommends that we also include the net value of other real estate owned as an asset. Retirement savings, such as IRA or 401(k) accounts, are excluded from this provision. Staff has also explored the feasibility of doing on -going income monitoring. The Redevelopment Law only requires income verification at the time housing assistance is provided. A survey of Redevelopment Agencies throughout the State indicates that no Agency conducts on- going income verification. Given the challenges, this could generate (requiring a unit sale or loan repayment if a household's income exceeds allowable levels), staff does not recommend on -going income verification. Staff is seeking Agency Board discussion on the feasibility of including Asset Limitation Requirements in all affordable housing programs effective July 2, 2002 (Attachment 1). 2. Implementation Process. The Program Description adopted by the Agency each year provides details on applicant and property eligibility, loan provisions, household eligibility and submittal requirements, but it does not detail the process for determining an applicant's eligibility. Because of the program's success, staff has been faced with situations where a written procedure would have prevented realtors or lenders from misrepresenting eligibility requirements to a potential applicant. Therefore, the attached draft Implementation Manual (Attachment 2) has been prepared to completely detail the loan application eligibility review process to remove the possibility for differences in interpretation. 3� 0.35 G:\WPDOCS\CC Stf Rpts\ccjhfsQSRpt.doc Staff is seeking Agency Board discussion on the feasibility of including the Implementation Manual in all affordable housing programs effective July 1, 2002. 3. Lender/Escrow Approval. Most of the applicants for Agency home purchase loans are first time home buyers who are people of limited means, and who are completely unfamiliar with lending requirements and restrictions, etc. By requiring lenders and escrow companies to submit an application to participate, the Agency can be assured that the home buyers are receiving professional, experienced assistance. This approval process will provide Agency staff with the ability to remove any company from the approved list who knowingly provides incorrect information to a potential home buyer, fails to submit the application for an Agency loan in a timely manner, or fails to train their staff in eligibility requirements for an Agency loan. It will provide the home buyer with an assurance that they are dealing with qualified professionals. Staff has attached a draft application (Attachment 3) to qualify participating lenders and escrow companies and is requesting Agency Board input on the feasibility of incorporating the application in all affordable housing programs effective July 1, 2002. FINDINGS AND ALTERNATIVES: The alternatives available to the Redevelopment Agency include: 1. Approve the revisions to the Agency's existing Affordable Housing Programs resulting from the adoption of AB 637, and review and consider proposed policies to clarify the Agency's Affordable Housing Loan Programs and appropriate $50,000 for Project Area No. 1, non -allocated Reserve Account; or 2. Do not approve the revisions to the Agency's existing Affordable Housing Programs resulting from the adoption of AB 637; or 3. Provide staff with alternative direction. Respectfully submitted, ry Heryhan mmunity Development Director Approved for submission by: Thomas P. Genovese, Executive Director G:\WPDOCS\CC Stf Rpts\ccjhfsQSRpt.doc 0 v b Attachments: 1 . Asset Limitation Requirements 2. Implementation Manual 3. Draft application 3 v I 007 G:\WPDOCS\CC Stf Rpts\ccjhfsQSRpt.doc Attachment 1 Asset Limitation Requirements The purpose of an asset limitation for the La Quinta Redevelopment Agency (the "Agency") affordable housing programs is to implement the City and Agency's policy that affordable housing be made available only to those individuals and households that are truly in need of assistance to purchase a dwelling unit. The La Quinta Housing Program was designed to assist both first time home buyers and current property owners to secure improved housing, thereby mandating reasonable controls for eligibility. The liquid asset maximum for the buyer of a "for sale" unit is the sum of: 1) The buyer's portion of the down payment plus the buyer's portion of the closing costs, 2) An amount equal to six (6) months of reserves for mortgage payments, taxes, homeowner's association dues, if any, and insurance, and 3) $5,000. In determining the foregoing, liquid assets include assets such as, but not limited to: 1) Cash on hand including funds in safety deposit boxes or held by others including family members, 2) Cash deposited in bank accounts, savings accounts, money market fund accounts, and similar type accounts, 3) Value of mutual funds, stocks, bonds, savings certificates, and other investment accounts, 4) Interest and dividends, 5) Value of trusts available to the household, 6) Government disbursements such as social security payments, 7) Any payments or disbursements such as from annuities, retirement accounts, inheritances, lottery winnings, capital gains, insurance settlements, etc., 8) Lump sum receipts such as from inheritances, lottery winnings, capital gains, insurance settlements, etc, and 9) Cash gifts to the applicant or the proceeds from gifts in lieu of cash to the applicant. Excluded from liquid assets are: The monies in retirement accounts, such as the principal and/or interest of annuities, IRAs, 401(k) or Keough plans, that are not periodically disbursed; provided, however, that any hardship or other non -periodic payments, disbursements, or withdrawals, including Laquinta\lghp\2td program\asset limitation 00 � 3 4 J' in the form of a loan, from any of the foregoing type accounts, or any other accounts, permitted to be used for the purchase of housing shall be considered a liquid asset. Although not considered liquid assets, for the purpose of determining total assets in compliance with this policy, the Agency will also include the net value of other real estate owned (current market value less outstanding loan balances) which will not be sold concurrently with the purchase of the property for which the home purchase loan is being secured. However, if other real property is owned and being sold concurrently, the net proceeds from such a sale will be included as an asset. Notwithstanding the foregoing, any applicant having liquid assets of $50,000 or more at the time of the purchase of a dwelling unit (i.e. immediately following the close of escrow for the purchase of the unit) will not be eligible for a loan through the La Quinta Housing Program. Laquinta\lghp\2td program\asset limitation - V Attachment 2 Implementation Manual In order to use Housing Fund monies, the La Quinta Redevelopment Agency (the "Agency") must follow the income and affordable housing cost criteria set forth in the California Redevelopment Law. The attached chart presents the 2002 income limits for each family size based on the median income for Riverside County and the maximum affordable housing cost allowance that will apply based on the income category, family size or number of bedrooms in the unit. To be eligible for housing assistance, a purchaser (or borrower): • Must have gross household income equal to or less than the 2002 income limits for their household size; • Must be able to qualify for a first trust deed loan in an amount, which when added to the anticipated loan provided by the Agency, and at least a 3% down payment, will equal the purchase price of the home; • Must have an accepted sales contract for the purchase of a home; and • The transaction must take place at a monthly affordable housing cost to that household. Total housing costs include the first mortgage principal and interest, property taxes, hazard insurance, PMI or MIP and HOA fee, if applicable, and a reasonable utility allowance. Monthly housif><g costs must be equal to or less than the amount allowed for the applicable bedroom or family size and the income category. The exact amount of the Agency loan is the difference between the purchase price of the home less the maximum first mortgage the applicant can obtain and the down payment being made, up to the maximum loan which can be provided to the applicant's income category, i.e. very low, low or moderate income. If a purchaser can qualify for a first mortgage loan equal to or greater than the purchase price, they are not eligible for Agency home purchase loan assistance. Submittal Requirements In order to determine a purchaser's or borrower's eligi.Lity for a home purchase loan through the La Quinta Housing Program, the information listed beivw should be submitted to the Agency's housing coordinator. The application package should be submitted as soon as the lender feels they will be able to provide a loan to the applicant. It is not necessary to have full and final first loan approval before submitting the package to the Agency's housing consultant for eligibility review for the Agency loan. It is extremely important that if the applicant is not eligible at the income level anticipated, or if the applicant exceeds the moderate income limit, everyone involved has the opportunity to be made aware before the applicant has made financial and life changing decisions regarding the proposed home purchase. 4 Laquinta\lghp\2td program\implementation manual 1 o 1 1 The loan package should contain: • Completed Agency loan application • A copy of the lender's completed loan application (1003), mortgage credit analysis worksheet (MCAW) or 1008, and the lender's prequalification loan approval letter providing the following information: ✓ Name and age of each person who will live in the home. ✓ Present home address and telephone number. ✓ Employer name, address and telephone number for each employed member of the household. ✓ Anticipated annual gross income from all sources for each employed member of the household, including: 1) Wages, salaries, overtime pay, commissions, etc., including unemployment and disability compensation or public assistance. 2) Interest income or income from business or rental property. 3) Periodic receipts such as social security, annuities, pensions or retirement funds, alimony, child support, etc. • Last two pay stubs for each employed member of the household or year to date profit and loss statement for self-employed individuals. Documentation to support all other income. • Last two years federal income tax returns, including W-2's. • Last two bank statements for all checking, savings, and/or investment accounts. • Accepted sales contract for the purchase of a qualified property. • Evidence that construction is at least to the framing stage, i.e. a copy of the job site City Building Department inspection card. Eligibility Review Process Another very important step in the approval process is for the realtor and lender to ensure that the applicant is aware that there are two levels of approval; the first is the lender's approval for the first mortgage loan and the second is the eligibility approval for the Redevelopment Agency second trust deed loan. If a realtor or lender advises an applicant that they are eligible for the Agency loan, it is their personal opinion, not a fact. Approval for the first mortgage loan does not automatically mean that the applicant is eligible for the second trust deed loan unless the lender has been advised in writing by the Agency's housing consultant. All applications for Agency loans are date and time stamped on receipt by the Agency's housing consultant to ensure that they are processed in the order received. Funds may only be reserved, pending completion of the eligibility review, for applications that are complete. If a loan package is not complete on receipt, a FAX is sent immediately to the lender requesting the missing documentation. Funds will be reserved, pending completion of the eligibility review, when the missing documentation Laquinta\lghp\2td program\implementation manual 2 0 L ? has been received. The review process consists of the following determinations made through the completion of a worksheet with information taken from the applications and back-up documentation contained in the loan application package. We are required to ensure that the loan will be provided in compliance with the requirements of Redevelopment Law for the use of the Housing Fund monies. The requirements are: 1) that the household's gross income be within the limits established annually from Riverside County median income and adjusted by family size, and 2) that the transaction take place at an affordable housing cost to that household. The steps in the eligibility review process are to: • Review the application package to determine whether it contains all of the required documentation as listed above and on the Agency application • Confirm applicant(s) name(s); household size, ages, and relationship; number of employed persons • Determine the subject property address, sales price, down payment, 1St loan amount and the requested Agency loan amount Income: • From current pay check stubs: calculate current year gross income for all members of the household having an income. If an applicant indicates that he/she will be working fewer hours in the future, the new income basis must be established for at least 3 months before an eligibility determination can be made. In this case, income will be calculated by the total of the year-to-date gross and the remainder of the year will be projected based upon the 3 month demonstrated gross income. • For self-employed persons, net income from that business is used to determine the amount that will be reasonably expected for the year. A year to date profit and loss statement is required which will provide the basis for projecting the net income for the remainder of the year. • From prior year tax returns and W-2's: determine the income history and whether other types of income have been received; i.e. interest / dividends, pensions, self employment earnings, rental property income. Documentation that has not been provided, will be requested. • From other income documentation: Amount received annually • Determine amount and frequency other income, i.e. child support, SSI payments, etc. • Gross household income is determined by projecting or annualizing the current gross income from all sources. If a bonus is received but not guaranteed, this amount is not annualized; the total is included in the estimated gross. The same holds true for overtime income which may or may not be annualized, depending on the frequency of overtime worked. Laquinta\lghp\2td program\implementation manual 3 013 Assets: • Verifiy that the applicant appears to have the funds for the down payment and closing costs. From bank statements and tax returns, determine the estimated amount of interest income that will be earned. • Calculate total assets pursuant to the Asset Limitation policy. Housing Cost Allowance Calculations: The gross household income calculations provide a determination as to the household's income category, i.e. very low, low or moderate income. If a household's gross income exceeds the limit for moderate income (120% of Riverside County median income), they do not qualify for an Agency loan. Redevelopment Law provides that the applicable monthly housing cost allowance for a 2 bedroom unit is the allowance established for a 3 person household, a 3 bedroom unit is the allowance for a 4 person household and a 4 bedroom unit is the allowance for a 5 person household even if the home is being purchased by a smaller household. However, if the family size is larger, the actual family size determines the applicable housing cost allowance, i.e. if 5 persons were purchasing a 3 bedroom home, the allowance for 5 persons would be used. The actual monthly housing costs are determined from the Mortgage Credit Analysis Worksheet ("MCAW") or 1008 form. This amount must be less than the monthly housing cost allowance for the household's income category and adjusted family size. The Law also provides that moderate income households may not have monthly housing costs that are less than 28% of their gross income nor exceed 35% of 110% of median income adjusted for family size or by the number of bedrooms. Once the eligibility review has been completed and the housing consultant has determined that the applicant household is income eligible and that the transaction will take place at an affordable housing cost for their income category, an eligibility approval letter will be issued. This approval only applies to the information provided in the application package, including the family size, borrower and co - borrower income, the property sales price, the first mortgage loan amount, interest rate and mortgage payment. Any changes subsequent to the eligibility approval require further review by the Agency housing consultant. Prior to preparation of the Agency loan documents, the approval letter requests copies of the: • Appraisal, • Preliminary Title Report, • Escrow instructions and amendments for vesting, the final first loan amount and interest rate, and the second trust deed loan in favor of the City of La Quinta Redevelopment Agency, and • a copy of the City Building Department's Certificate of Occupancy if the property is new construction. Once the -above have been received, every effort is made to prepare the Agency loan documents �, ..3 L' Laquinta\lghp\2td program\implementation manual 4 014 concurrently with the preparation of the first lender's loan documents. All transfers of loan documents are made by overnight mail to ensure timely escrow processing. When ready, the Agency loan documents are forwarded to escrow, who obtains the buyer signatures and the Agency's housing consultant requests the City funds be transferred to the title company pursuant to the instructions in the Preliminary Title Report. Escrow then forwards the document package to the City for signature on behalf of the Redevelopment Agency. The City returns the original documents to the housing consultant for verification that they are fully executed; and the recordable documents are then returned to escrow for loan closing and recordation. 34� Laquinta\lghp\2td program\implementation manual 5 015 Attachment 3 LA QUINTA HOME PURCHASE LOAN PROGRAM Sponsored By The City of La Quinta Redevelopment Agency APPLICATION FOR PARTICIPATING LENDER QUALIFICATION APPLICATION FOR PARTICIPATING ESCROW QUALIFICATION The La Quinta Redevelopment Agency (the "Agency") is developing a list of lenders and escrow companies who: have experience with locally funded "silent" second trust deed home purchase loan programs, including first time home buyer programs, offer first mortgage financing products that allow second trust deed financing, offer favorable rates and other mortgage terms, can demonstrate their ability and experience in providing escrow services for these types of loans, and have experience with City or County affordable housing programs. Prospective applicants are those individuals and families who are interested in purchasing a home but need assistance in qualifying for a large enough loan to purchase a home. Interested parties are provided with a package that describes the Agency's Home Purchase Loan Program. Included in this package will be a list of local lenders, mortgage brokers, and escrow companies. The list will identify both Participating Lenders and Participating Escrow Companies (those who have read the accompanying Program Description and returned this form) and Other Local Lenders and Escrow Companies (those who have not returned this form). It is the Agency's intention to identify as many knowledgeable and experienced lenders and escrow companies as possible to assist the potential homebuyer. Lenders will be required to pre -qualify loan applicants for a first mortgage loan and advise them of the maximum loan amount for which they can qualify to assist them in determining an appropriate sales price range for their income. The lender's staff will work with the Agency's housing consultant in determining the purchaser's eligibility status for the Agency loan. CompanyName:............................................................................................................................... Address: ............................................................................................................................................. ContactPerson: ............................................................... Title:............................................... Telephone: .................................................... Fax:................................................................ 3 11 uinta\lghp\2td program\lender part 1 ("t 1. Complete the chart below with the 30-year fixed rate conforming loan programs that you would commit to offer to borrowers in this program. Rates and Fees should include the discounts you intend to provide. Name of Appraisal Interest Origination Special Loan Program Fee Rate Points Features 2. Experience with qualifying home buyers, including First -Time Buyers (FTB), for homeownership or experience in explaining the provisions of the Agency loan documents to the buyer. What special qualifications does your company have working with this segment of the market? ..................................................................................................................................................... ..................................................................................................................................................... ...................................................................................................................................................... 3. Experience with FHA loans. What volume of your business is with FHA? ..................................................................................................................................................... ..................................................................................................................................................... ..................................................................................................................................................... ..................................................................................................................................................... 4. Experience with other special affordable or FTB programs such as CHFA, FNMA Community Homebuyer programs etc. ..................................................................................................................................................... 5. Experience with. City or County affordable housing programs, particularly ownership Laquinta\1ghp\2td program\lender part 2 0,17 assistance programs. Which jurisdictions have you worked with; what type of programs; how many loans have been closed? Please provide references. 6. Has your company, principals, or officers ever been sanctioned by the Department of Real Estate, HUD/FHA, or been restricted from the FHA program for any period? ..................................................................................................................................................... Signature Date ..................................................................................................................................................... Name and Title Telephone The Agency reserves the right to remove any lender or escrow company from its list of approved lenders for knowingly providing incorrect information to the home buyer, failing to submit the home buyer's application for an Agency loan in a timely manner, or failure to train their staff in eligibility requirements for the Agency loan, To have your company included in the list of Participating Lenders or Participating Escrow Companies who are approved to submit loan applications or process escrows for La Quinta's fiscal year 2002-2003 Home Purchase Loan Program, please provide your response no later than p.m. on , 2002 to the Agency's housing consultant: Nancy Madrid Rosenow Spevacek Group, Inc. 217 North Main Street, Suite 300 Santa Ana, California 92701 If you have any questions, or require additional information, please call Nancy Madrid at (714) 541-4585 or (714) 881-2422. Laquinta\lghp\2td program\lender part 3 (10 ` 8