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KSL/Option Agr - 2002OPTION 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 29, 2002 615 ;01561a0018 270751.10.0!/26 /02 • 0 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 4 8.1 Investigations ......................................................................... ............................... 8.2 Title ......................................................................................... ..............................6 6 8.3 Examination of Title and Survey ............................................ .............................. 6 8.4 Termination ............................................................................ ............................... 8.5 Waiver of Conditions .............................................................. ..............................6 9. Liquidated Damages ........................................................................... ..............................7 10. Buyer's Remedies ............................................................................... ..............................7 7 11. Broker ................................................................................................ ............................... 12. Limited Representations and Warranties of Seller; "As -Is" Sale ....... ..............................7 12.1 Warranties True ...................................................................... ..............................8 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 .................................................................... ..............................9 119 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 -O g ?]0]51.10 aN126102 615;015610-0038 2]0]51.10.0 /26,02 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 ................................................................................ .............................13 27. Event of Force Majeure ..................................................................... .............................13 28. Confidentiality .......................................................................... ............................... ......13 29. Incorporation ...................................................................................... .............................13 615;015610-0038 2]0]51.10.0 /26,02 OPTION AGREEMENT THIS OPTION .AGREEMENT ( "Agreement ") is made and entered into this 29th 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 Propert 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. 615,015610 -0048 170751,10 .04,26,02 • • 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 -2- 2]0]51.10 00426/02 • • 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, or (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 /I)elive . 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 616/015610 -W48 -3- 270751.10 x03126/02 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 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. Investi zdions 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. I,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 Envirormiental Quality Act ( "CEQA "), California Public Resources Code § 21000, et se q., 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) 615,015610 -0048 -4- 370751.10.04126/02 • • 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 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. bl 5'015610 -0048 -5- _+ ,1095 L I o a04/26,02 • • 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 "). 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 (' /z) 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. 615,015610-0048 _6- 270751.10 a04 26102 • • 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 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 ECOPIOMIC 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 PROV IO "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: 615015610 -0048 -7- '_70751.10 x0426/02 • 0 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 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 615015610 -0048 _8_ ?70751.10.04126 /02 • • 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. 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 Bam), 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. 615;015610 -0048 _9_ 170751,10 .04,26102 • 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 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 se g.; 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 se .• the Clean Water Act ( "CWA "), 33 U.S.C. § 1251 et se g.; the Safe Drinking Water Act, 42 U.S.C. § 300 et se g.; the Clean Air Act ( "CAA "), 42 U.S.C. § 7401 et se g.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et seq., 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 se g. 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 (1) 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 615'o15610 -0048 _10- 171751 to n04126�02 • • 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 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 ]tepresentations 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. Assi lent. During the pendency of the Escrow contemplated hereunder, 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 615,015610-0049 - 2]0]51 10 a04/26,02 • • 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. 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. Attorney;' 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. Counte )arts. 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. 615,015610-0048 -12- 270751.10 aN126)02 0 • 26. Exclusive; Rights. Seller acknowledges and agrees that, during the Term of this Agreement and, if applicable, during the term of the Purchase Agreement (subject to the terms and conditions of Paragraph 31 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 (subject to the terms and conditions of Paragraph 31 of the Purchase Agreement). 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. Conftdetltiali . 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.] 615:015610AO45 -13- 2]0]5 L 10 a04II W02 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ATTES - Agency Secr tary _ APPROVED AS TO FORM: RUTAN & TUCKER, LLP A ency Counsel "BUYER" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Name Its: [SIGNATURES CONTINUED ON THE NEXT PAGE.] 615,015610 -0048 -14- 2]0]5 L 10 .0426/02 [SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.] "SELLER" KSL LAND HOLDINGS, INC., a Delaware corporation J Its: 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 jj 1L"W IPA Its: 615,015610-0049 -15- 17075] J 0 uN/26102 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 \ nIIV. Title: Escrow OOffyfiicceerr By: r Gt L1(i Name: Title: Title Officer CERTIFIED TO BE A TRUE AND EXA r - THE ORIGINAL HE =OF. FIDE NAL ITLE C NY Y 615015610-0048 -16- 270751.10 aO426/02 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: PARCEL A 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 89 055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0 006'19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89 °55'34" 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 46 043'49" 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 46 039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" 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 89 051'25" EAST, 859.04 FEET; THENCE NORTH 0 008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID 'NORTH LINE, NORTH 89 051'25" 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 15 009'25" 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 89 051'25" 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 EXHIBIT "A" TO OPTION AGREEMENT 615,015610 -00'8 Page I Of 8 ?70751.10 a0i/_6,0'_ 0 46 047'58" 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 46 039'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 043'49" 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 "I" 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 2 °12'44" 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74 059'10" 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 15 009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89 °51'25" 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 89 °51'25" 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 "1" ATTACHED HERETO AND MADE A PART HEREOF. 6U 013610 -0048 Page 2 of 8 270751.10 a0426102 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 2 °12'44" 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 297.88 FEET; THENCE NORTH 1 023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" 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 89 053'14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89 °53'14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" 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 89 °51'25" 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 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 89 °50'56" 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 89 °59'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE 6151015610 -W48 Page 3 of 8 ']0]51.10 N, 26102 SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89 °33'59" 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 89 033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 027'16" 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 15 000'38" 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 89 °59'23" 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 2 °12'44" 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 0 004'16" 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 89 055'34" 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 46 °43'49" AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE 14ORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46 039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89 °51'25" EAST, 767.06 FEET; 615015610 -0048 Page 4 Of 8 270751.10 a0Y26i0? • • THENCE SOUTH 41 015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 012'44" 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 89 053'14" WEST, 2633.43 FEET; THENCE SOUTH 0 °00'06" EAST, 1320.62 FEET; THENCE SOUTH 890:55'03" WEST, 20.00 FEET; THENCE SOUTH 0 000'06" 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 28 030'00" AND AN ARC DISTANCE OF 396.05 FEET; THENCE SOUTH 28 030'06" 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 I1 002'55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60 030'00" WEST, 59.57 FEET; THENCE NORTH 74 000'00" WEST, 188.00 FEET; THENCE NORTH 35 010'00" 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 36 040'00" WEST, 162.50 FEET; THENCE NORTH 19 °35'00" EAST, 61.50 FEET; THENCE NORTH 36 000'00" WEST, 172.50 FEET; THENCE NORTH 45 °15'00" WEST, 214.00 FEET; THENCE NORTH 43 °10'00" WEST, 173.00 FEET; THENCE NORTH 45 025'00" WEST, 146.00 FEET; THENCE NORTH 13 °55'00" WEST, 198.50 FEET; THENCE SOUTH 82 000'00" WEST, 182.00 FEET; THENCE NORTH 58 015'00" WEST, 187.50 FEET; THENCE NORTH 46 000'00" WEST, 180.50 FEET; THENCE NORTH 31 °50'00" 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 2 040'00" WEST, 88.50 FEET; THENCE NORTH 14 °00'00" WEST, 202.00 FEET; THENCE NORTH 64 040'00" WEST, 186.00 FEET; THENCE NORTH 67 °50'00" WEST, 187.00 FEET; THENCE SOUTH 76 055'00" WEST, 124.00 FEET; THENCE SOUTH 37 °10'00" WEST, 122.00 FEET; THENCE SOUTH 88 020'00" 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 72 025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63 025'00" 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 77 030'00" 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 75 °50'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88 °20'00" WEST, 75.50 FEET; THENCE NORTH 72 °20'00" WEST, 64.00 FEET; THENCE SOUTH 89 050'00" WEST, 88.50 FEET; THENCE NORTH 48 °10'00" WEST, 89.50 FEET; THENCE NORTH 38 035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE 615 015610 -W48 Page 5 of 8 2]0]51.10.0426/03 • • CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97 045'00" 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 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44 058'49" WEST, 36.66 FEET; THENCE SOUTH 83 °02'52" WEST, 151.65 FEET; THENCE PARALLEL TO ANT) 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89 059'23" 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 15 000'38" 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 89 033'59" 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 56 056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: 615,015610 -owe Page 6 of 8 270751.10 aU4/26i02 NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 034'00" 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 6 °24'00" 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 56 044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28 °30'06" 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 28 030'00" 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 89 053'20" 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 2 °12'44" 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 2 °12'44" 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 MADE A PART HEREOF. PARCEL4 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 89 051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 °12'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2 012'44" 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 89 051'25" 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 1 041'28" 6152015610 -0048 Page 7 of 8 270751.10 a04,26/02 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 72 046'26" 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 "I" ATTACHED HERETO AND MADE A PART HEREOF. 615 /015610 -0048 Page 8 of 8 '_70751.10 n0426/02 • • SCHEDULE "I" [SEE ATTACHED DEPICTION] 615/015610 -0048 SCHEDULE "I' 270751, 10 .04 26102 SHEET t OF 8 SHEETS rTRAGi i�LrJ• 2 "r39O - =i TRACT�NC) Z:B00 -% I k CETRINO' ( CITRUS SEE SHEET; 1 1 - 1 TRACT ND. 2' 0cS'-' I r I1 1 M-G. 2-g7 /38—O2 - SEE SHEET f IQV4 ti L__--- ___ - - q A �i qlAVENUE 52 V 1 PAR. B % W1 �I i i I SCALE: t.. = 1000' I \ 1 615 1 — 1- �� I i PARCEL 12 I1 IPAR I --------- �I NI �I I I 11 I II I II � 1 ro� y um <� PARS 4 AMERICAN GNAT NAP. PAR. C ` PAR ICEL 3 � I — I I = 1 _PARCEL D q AVENUE 54J L SEE SHEET 8 - _ I RS. 7 --i -03 --- __J_-- _- - - -- z Q � 1 l I 1 I 1 I 1 -rJ W 1 w r N 1' z r o 1 1 I III � w II b I —J PREPARED UNDER THE SUPERNSION OF: p JLAI s9 G LE— 4 u� i PROJECT BOUNDARY CHRIS J. BE H. LS. 88 D T l.s. * PARCEL LINE * E.o.IS -31 -31 -a: CAL \p p ADJACENT LOT qr f �f� B PARCEL N0. WITHIN PROJECT . u.�n wr wm+1w ls.MN.. .1wG�M[!�S l.82v I a 461 I yAPPNG\PYI - 4 \E%NB -01 4-9- SCHEDULE "1" TO LEGAL DESCRIPTION PAGE OF SCALE: t •' –400, SHEET 2 OF 8 SHEETS 7RA� T NJ. Z "ODD-111 riaC'i NC). 24juZi0 -7 NLE.218J1 -9 M3. CITRUS Qa% CETRINO�' \_ AVENUE 52 / Q ^N 00619 E 55.00' C = ?159^ x 455 3.3 :N�9'_53 % } '4 ' 1 N 89'55'34 "E .tip• a. 5 z ,1 E X11 E; / 6=9745'00' - R =90.00' 1153,'55' u+ 1708.65' ^ p_a543'4c PARCEL A w PARCEL 2 N 89'S1'49�E 132141' — \N r N 905'01 116.OD' i 2 I N 7720'00"W p_105'45.00" �` 6400, R 47 00' x Y j w w In PREPARED UNDER THE SUPERVISION OF: HPL LAND 5 6 PROJECT BOUNDARY J I ?ARCS! LINE r ADJACENT LOT NO. :HRIS 418ER& L.S. *8' *AE sS 5585 * B PARCEL N0. WiTHtN PROJECT _ * E<D. 17 -31 -03 .... rsr.uaw 9jF pF pl�F C w�wm�1 •<YY.I K timll ...rrus erarr sons swsysToss g a)S7P�uaVP Nay FaR2- a \ffnB -OZ a -s -Cf Sla1EV VLC s TO LEGAL DESCRIPTION PAGE 2 OF 8 1. L 86.75' b� N 75-so Loo "W rm o^ R =135.00. L =182.61' pf N Z SEE SHEET 5 cGENC PREPARED UNDER THE SUPERVISION OF: HPL LAND 5 6 PROJECT BOUNDARY J I ?ARCS! LINE r ADJACENT LOT NO. :HRIS 418ER& L.S. *8' *AE sS 5585 * B PARCEL N0. WiTHtN PROJECT _ * E<D. 17 -31 -03 .... rsr.uaw 9jF pF pl�F C w�wm�1 •<YY.I K timll ...rrus erarr sons swsysToss g a)S7P�uaVP Nay FaR2- a \ffnB -OZ a -s -Cf Sla1EV VLC s TO LEGAL DESCRIPTION PAGE 2 OF 8 I, I N Llj T (n W I V) I _ I SEE SHEET 5 1 I w SHEET 3 OF S SHE- S TRAC-T INC. 210F3'Z) N..' °. 2-013B -52 AVENUE 52 `t 6 rb �QQ' SCALE: 'g —4OC d =46* 47'58" o, R =2055.00' m7= L= 1678.53' 7 6di J8 R -160 — — — — — — —t— — C,768Z 61 PARCEL A I � PARCEL 2 _ Ld w In PREPARED UNDER THE SUPERVISION OF: o�a� LAty, CHRIS J. 8ER L.S. 6 8 DATE s. 65aa * E.p. t2 -Jt -0.7 •sn n.warn J'j Or ��P CMQF ,•SURYITOti �.N NETS �NOIN��.T SCHEDULE_I" TO LEGAL DESCRIPTION PAGEJOF8 ALL AMERICAN CANAL N.A.P. SEE SHEET 6 LFGEN PROJECT BOUNDARY PARCEL LINE ADJACENT L01 NO. B PARCEL NO. WITHIN PROJECT SHEET 4 OF 8 SHEETS AVENUE 52 PARCEL B p= 15'09'25 N 90 2-15 'W 3.00 N "E R=291.00' 76.9E 0' 76.9. 85090 525 N 89125 "E fRAC -T 110. 2''.389 � z \ 314.80 2'1D 1 8551'25 "E 108 1.86 L= 68 .ARCEL A = 1S 2T57' R= 291.00' P /J' �& R-291.00" L=8.59' 208 rs' L =8.59' PARCEL 4 AVENUE 5 - ------- - - - - -' sSso ,• , a . e= 15'o9'z5° 6=4V47'58 " 1 H- 291.00" R= 20!5.00'�mo p= 1Jo -o9; PARCEL B-7 L_ °76.98' 1 a,, L- 167853' TR= 2055.00' N 89'51'25"c 46 L- 4J6.51' 155.06' S i N 89'S1'25E i793�30' _T 1733.26' PARCEL 1n 1 UJI ul W W �I 1 I �— N 8751 N 89'51'25 "E 1 2642.45' PARCEL , 2 ALL AMERICAN CANAL N.A.P. 1 2633.43' SEE SHEET 5 PREPARED UNDER THE SUPERVISION OF: CHRIS J. BERGH L.S. 65�P DA7! t \ANNiIf [NGIN[[lf SNIV [r Olf r�t SCALE: = 400' e QPF ty. IQ° Q�. QpF Q Q 1081.8641 � L ' `1 60.04' A=7746-26"-- PAR. R= 771.00' Jam, 6q 08� 4 0 �. SCHEDULE "1" TO LEGAL DESCRIPTION PAGE40F8 - ry Y Z 0 z Q = I E!) 1 SEE SHEET PAR. i NP` LAND 6u LL- 30.02' — LLJ PROJECT BOUNDARY N 2'12'44 "W 130.09' — 30' PARCEL LINE SCHEDULE "1" TO LEGAL DESCRIPTION PAGE40F8 1 SEE SHEET 6 I� i NP` LAND LEGEND SS�� J B sGP PROJECT BOUNDARY �Pc o PARCEL LINE = ADJACENT LOT NO. * Ls. ease * B PARCEL NO. WITHIN PROJECT eap. 12 -31 -03 SCHEDULE "1" TO LEGAL DESCRIPTION PAGE40F8 I: D= 7730'00' R= 135.00' L= '182.61' N 88'50'00 "W RAO 5CALE: 1" =400' J 7555'00E � SEE SHEET 2 124.00' N 67'50TTW 187.00' N 64'40'00'W 186.00' 1 .j — ,o�E — 0o 6= 7725'00' 2 c c� b j; R= 70.00' 'W c "E N 10',20.00• m a' tN z = 5CALE: 1" =400' J 7555'00E � SEE SHEET 2 124.00' N 67'50TTW 187.00' N 64'40'00'W 186.00' 1 .j — ,o�E — 0o 'W N 1400280' "E N 10',20.00• tN 5' PREPARED UNDER THE SUPERVISION OF: 4 0 CHRIS J. BERG LS. 6 EAT E =1140"42. tkff fN•Vl�O •k A SHEET 5 O� 8 SHEETS ALL AMERICAN CANAL N.A.P. PARCEL 2 N BT0�00 E t92�0 C 1/4 COR e4� Is i55g06w SEC 9 19a S0, N 99'S5'0S E r- 1 � 2C.DG' 110'I 140' 1E ,32 113% v b O � � Z N 7gj5'00' 67, j0 F R-636 20' -122 68' J W U Q [L 7.l W _W 2 W W N 9- 2530'Ov, R-79620' N 3940'00* 162.50' I L- 396.05' N 75'35'00 'W 93.50' N 4(T50'00 'W 115.50' N 4935'00"W 111.50' 2 a o. N 35'10'00 "W oB.OG' N 74'00'OTW 18800' N 60'30'00-* 59.57'J SEE SHEET 8 D- 55.20''J R= 633610' LFGEND L =62996' r JPROJECT BOUNDARY PARCEL LINE Y �_j ADJACENT LOT N0. L 5 65aa 'R [.P, i2 -a� -00 * H PARCEL NO. WITHIN PROJECT P SCHEDULE "1" TO LEGAL DESCRIPTION PAGE 5OF8 t W V) W W N zo zo SHEET 6 OF 8 SHE -TS I11 SEE SHEET 4 1 1� PARCEL'2 ALL AMERICAN-1 CANAL N.A.P. A =89'5 20" 1 R =236.48' L =31 i.00' 10.00' I PARCELI 3 s v r 1Z Z h= 2930'00" R= 656.20' L= 326.S��q�`J _ z o `a p= 56'44-00" R= 776.20' L= 768.58' EEI SHEET I 8 PREPARED UNDER THE SUPERVISION OF! � /} CHRIS J. BER L.S. IV= VAT u.0 TMma.ra u.. yp�nmY ru « «u. r«o«eeu su.v..on SEEISHEET 7 \oNaL LAND s J. G , S. 6588 * Exp. 12 -31 -03 P p- _ \ SCHEDULE "1" TO LEGAL DESCRIPTION PAGE 6 OF 8 N C 12'44 "W I PARCEL C w ry 30' (/) 30.02'— Z 60 C) I LLJ 11 I C4 LEGEND PROJECT BOUNDARY PARCEi LINE J ADJACENT LOT NO. B PARCEL NO. WITHIN PROJECT 1 r _ z `a `v � J Z Z I u SCALE. I I" =400' 1 1 LEGEND PROJECT BOUNDARY PARCEi LINE J ADJACENT LOT NO. B PARCEL NO. WITHIN PROJECT SHEET 7 OF 8 SHEETS SEE SHEET 6 — —� 110' —-------- . - - - -- PARCEL C VAR 140' I � I [JEFFERSON STREET] - N 1'23'3YW 350.04' VAR. PARCEL 3 6s I m �[ PARCEL D m 1 [AVENUE 54] r IZ N 4458'49'E 36.66' rl -- 2514.64' 151:65' „ r O I I N 89'59'23 W N B} 02 52 E o `65' SCALE: I 1 ► _ - 132 94-2E 65.04 _I 1" -400' 1 N 89'59'23"W N BT50'56'E� �I -t-� 2617.64' 197.98' =I !, _— DETAIL "A "- SCALE 1'_ ?�' I I PARCEL C N PARCEL 3 SEE DETAIL 99 ABOVE N %4'58'44 "W 50.00' I DB t 6 =i00008 PARCEL D L= z6.zo' e F, rx on•en,n x" iw 951d Fd' 1 � N .64' C/L AVENUE 54 R.S. 7M)6-96 PREPARED. UNDER THE SUPERVISION OF: \oNpL LAND\ I 1�1j,.I �� . a of LEGEND lls[� 1 + -aa_CHRIS J. L.S. 65 9 D 4BERG L.S. * WE E.p. 12 -31 -03 B PARCEL NO. WITHIN PROJEC CAO1 iwO< .YtY.•OlR SCHEDULE "1" TO LEGAL DESCRIPTION PAGE 7 OF a I� w zw� I- N Z O w l.� LL_ W (4—I V -T N 89'S0'S6'E 197.9PU' �) 15 ° I om j I a of LEGEND PROJECT BOUNDARY PARCEL LINE J ADJACENT LOT NO. B PARCEL NO. WITHIN PROJEC SHEET 8 OF 8 SHEETS SEE SHEET 5 j14o om SEE SHEET 6 PARCEL 2� d= 28'30'OC' R =656.20' L= 326.4t' 6 II I, SCALE. =�00' I I R =77620' PARCEL II 3 LLJ w e =s24'oo' Q R- 1492.40' L =166. 70' �a 6= 105727'16' �J R= 48.00' j L= 88.35' N 74'58'4W 50.00 PARCEL D �' � � e= ls•oo'3e' R= 1372.40' RAp 48.00' L- 26.20' N 89'59'23' w 2514.64' a^— L= 37.53' 414.84' 462.84' N 89 59'23 w 2647.6 <' 1 �rN 89'RA09`E 2645.79' ,\y\\ ll9 X90 C/L AVENUE 54 L PREPARED UNDER THE SUPERVISION OF: Z\apAl JLapp — PROJECT BOUNDARY PARCEL UNE S OL a v S J ADJACENT L01 NO. CHRIS J. BERG . L.S. DEPO [TATE B PARCEL NO. WITHIN PROJF.0 * EL,. 12 -31 -01 ..... w1L.WA�C Jr woe ...... ,F qc CXOE ..... .......... •LAM Nt.. tMO1MEEti wtuE> rnt� 1 r \.1178 \uMAUC\�tN�-A Exn6 -0! �-9 SCHEDULE "1" TO LEGAL DESCRIPTION PAGE 8 OF EXHIBIT `B" FORM OF PURCHASE AGREEMENT (See Attached) EXHIBIT `B" 615 01561M048 TO OPTION AGREEMENT 2]0]51.10 a0 /26,02 • • 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 270736.10 a04426,02 • • TABLE OF CONTENTS 615;015610 -0048 270716.10 a04/26/02 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 ......................................... ............................... l l 11. "As -Is" Sale; Waiver ........................................................................ ............................... 11 12. Def ault ................................................................................................ .............................13 12.1 Liquidated Damages .............................................................. .............................13 12.2 Buyer's Remedies .................................................................. .............................13 12.3 No Contesting Liquidated Damages ...................................... .............................13 13. Waiver of Trial by Jury .................................................................... ............................... 13 14. Attorneys' Fees .................................................................................. .............................14 15. Notices ............................................................................................... .............................14 615;015610 -0048 270716.10 a04/26/02 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. Amendment; Complete Agreement ........................... GoverningLaw ........................... ............................... • Page ........................15 15 Severability................................................................ ............................... Counterparts, Headings, and Defined Terns ............. ............................... Timeof the Essence ................................................... ............................... Waiver........................................................................ ............................... Third Partirs ................................................... ............................... Reservation of Property ............ ............................... BindingEffect ........................... ............................... Survival..................................... ............................... Confidentiality .......................... ............................... Event of Force Majeure ............ ............................... 615.OU610 -0048 -11- 1_70736.10 aN,26/02 6 6 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, for purposes of the indemnity provisions set forth in Section 36 hereof, KSL DESERT RESORTS, INC., a Delaware corporation ( "KSL Desert Resorts "), 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 29, 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. 615/015610 -0048 270736.13 AM02 • • 2. Sale of Property' Purchase Price. 2.1 Sale of Property' Condition of the Propert y. 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 32 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. 6131015610 -0048 -2- 370736.10 a6 /26i02 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 ($8`.;0,000.00) 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. 615,0 15610-0048 -3- '_70736.10 a04R6/02 • • 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 'T", 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- 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. 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 earned on the Deposit shall be refunded to Buyer. Upon termination of this Agreement pursuant to this Section 3.4: 1,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 615/015610 -0048 _4- 670736.10.04/4610? 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 ¢ hrough Escrow. 3.6.3 ALTA Extended Coverage Owner's Policy. Buyer shall have the right to procure are 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 615,015610-0059 -5- '- 70736.10 x04/26/02 • • 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 (' /z) 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 Cornpany 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 (%) 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 Bam) 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" 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 ") 6151015610.0038 —6- 270736.10 aN /26102 • 0 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 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. 619015610 -0048 -'- ?70736.10 30426/02 • • 3.11 Proration 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 proration 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 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. Buyer acknowledges that there presently exists on 615:015610 -0048 -8- 270736.10 a04/26,02 • • the Property two (2) stone drain water retention basins drainage facilities (together, the "Drainage Facilities ") which serve as part of the City's overall master drainage facilities plan (the "City Drainage Facilities "). Buyer agrees that in connection with its ownership and development of the Property, that Buyer will not impede the water flows from the City Drainage Facilities to the Drainage Facilities as such water flows exist as of the Close of Escrow; provided, however, nothing set forth in this sentence or elsewhere in this Agreement shall be interpreted so as to limit Buyer's right to relocate the Drainage Facilities in Buyer's sole and absolute discretion. 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, 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, it being agreed upon between Seller and Buyer that such on -site and off -site improvements allocable to the Property include without limitation, improvements to the southern most traffic lanes of that portion of Avenue 52 adjacent to the Property, along with curb, gutter and related parkway improvements; provided, however, nothing set forth in this Agreement shall be interpreted so as to relieve Seller from any obligation that may exist, as set forth in those certain Tract Map Nos. 24881) and 24890, including, without limitation, any and all conditions of approval and subdivision agreements, subject to Seller's right, if any, to receive reimbursements as set forth in the conditions of approval for Tract Map Nos. 24889 and 24890. The terms, conditions and obligations set forth in this Section 4 shall survive the Close of Escrow. 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 615'015610 -0048 -r9- 270736.10 a0426i02 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. 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':; 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 615015610 -0048 -10- '_70736.10 a0426i02 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 failure. If Seller fails, within ten (10) 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 615,0156] -W49 270736A0 a04126,01 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 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 R1:LEASE, 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 61 5015610 -0048 —12- 270716.10 a0 126/02 • 0 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 PERFFORM, 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 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 615,0156104)048 -13- 270736.10 u04/26,02 • • 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: (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 ropy 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 615,015610 -0048 - -14- 670736.10 a0426 02 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. 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. Severabilitv. 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. 615;015610 -0048 -15- 270736.10 a0 12W02 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. 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. Inde endent 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 Buyer'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 Buyer because Buyer's counsel prepared this Agreement in its final form. 25. LegalI'arcel. 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. Assi rment. 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 615/015610 -0048 -16- 270736.13 AM02 • • 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. Xriy purported assignment in violation of the terms of this Agreement shall be void. 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. Resery alhon 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. Bindin � 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. 615;015610 -0048 -17- 270736, 10 a0426/02 0 0 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 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 Mai eure. 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 G,od, 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. 36. PGA Agreements. This Section 36 is made in reference to (i) that certain Agreement dated March 5, 1984, by and between The Professional Golfers' Association of America ( "PGA ") and LML Development Corp. of California ( "LML "), as amended by that certain letter agreement dated May 28, 1993 (together, the "1984 Agreement "), and (ii) that certain Agreement dated January 10, 1985, by and between PGA Tour, Inc., a Maryland corporation ( "Tour ") and Landmark Land Company of California, Inc., a Delaware corporation ( "Landmark "), as amended by that certain letter agreement dated May 28, 1993 (together, the "1985 Agreement "). The 1984 Agreement and the 1985 Agreement may hereinafter be referred to together as the "PGA Agreements ". KSL Desert Resorts, an affiliate of Seller, is successor in interest by assignment to LML (under the 615/015610 -0048 _18_ 270736.13 AM02 1984 Agreement) and Landmark (under the 1985 Agreement). With respect to the PGA Agreements, Seller, Buyer and KSL Desert Resorts hereby agree as follows: (a) ]Vo Assignment or Assumption. The parties do not intend that any of the rights or obligations set forth in the PGA Agreements be assigned to or assumed by Buyer. Nothing set forth in this Purchase Agreement, or in any of the closing documents relating to the transaction contemplated hereby, shall be construed to constitute an assignment to or assumption by Buyer of any of the rights or obligations of either of the PGA Agreements. Buyer expressly acknowledges that it and its successors and assigns have no authorization to utilize the trademark or service mark rights pursuant to the PGA Agreements and any and all rights and obligations under the PGA Agreements shall remain with KSL Desert Resorts. (b) Indemnity. Seller and KSL Desert Resorts hereby irrevocably and unconditionally agree to defend, indemnify, and hold harmless Buyer, the Buyer Parties (as defined in Section 6 above), subsequent purchasers, successors in interest, lenders, (provided any such subsequent purchasers, successors in interest and/or lenders obtain the PGA Agreements Endorsement subject to the Title Company honoring its agreement to issue such Endorsement to such subsequent purchasers, successors in interest and/or lenders, as described in Section 36(c) below) bond holders, underwriters, attorneys, bond counsel, tax counsel, bond insurers, and golf course operators (collectively, the "Indemnified Parties ") from any and all claims, demands, actions, judgment liens, costs, bond redemption costs, expenses, liabilities, encumbrances, damages, or legal proceedings (with counsel reasonably acceptable to the Indemnified Parties), which arise out of the enforcement or the attempted enforcement of either or both of the PGA Agreements by the PGA and/or the Tour or by their successors in interest. This obligation extends not only to third party claims against the Indemnified Parties, but also to injuries and losses suffered by the Indemnified Parties which arise out of the enforcement or attempted enforcement of either or both of the PGA Agreements by the PGA and /or the Tour or by their successors in interest. (c) Title Policy Endorsement. In connection with the Title Company's commitment to issue to Buyer, Buyer's Title Policy, the Title Company has agreed to issue an endorsement, a copy of which is attached hereto as Exhibit "H" and by this reference made a part hereof (the "PGA Agreements Endorsement "). In the event of an enforcement or an attempted enforcement of either or both of the PGA Agreements by the PGA and /or the Tour or by their successors in interest which is covered by the PGA Agreements Endorsement, Buyer agrees to promptly tender the matter to the Title Company and to pursue Buyer's rights against the Title Company, with all reasonable non - litigation diligence, prior to pursuing the rights contained in Section 36(b) against Seller and/or KSL Desert Resorts. Buyer shall not be required under this provision to pursue litigation against the Title Company prior to enforcing its rights under Section 36(b) against Seller and/or KSL Desert Resorts. Buyer shall promptly notify Seller and KSL Desert Resorts of (i) any attempt by the PGA and /or the Tour or by their successors in interest to enforce either-or both of the PGA Agreements and (ii) Buyer's tender to the Title Company of any such attempted enforcement by the PGA and/or the Tour or by their successors in interest. (d) Bonds. Upon the Close of Escrow, Seller and KSL Desert Resorts shall deliver to Buyer a bond (the "Security ") in a form and from an institution reasonably acceptable 615im561M048 -19- 27073613 AM02 • r to Buyer, in the amount of $500,000, which Security Seller and KSL Desert Resorts shall cause to remain in effect until January 1, 2008, and shall evidence (to Buyer's reasonable satisfaction) that in the event Seller and KSL Desert Resorts fail to comply with Seller's and KSL Desert Resort's financial obligations under the provisions of this Section 36 that the Surety under such Security shall endeavor to comply with Seller's and KSL Desert Resort's financial obligations under the provisions of this Section 36. Notwithstanding the provision for the amount of the Security, the obligations set forth in Section 36(b) shall not be limited. (e) :Joint and Several Liability. The indemnity obligations of Seller and KSL Desert Resorts set forth in this Section 36 are joint and several. (f) Survival. The terms, conditions, and obligations set forth in this Section 36 shall expressly survive the Closing and shall not merge therein. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.] 615/015610 -0048 _20_ 270736.13 AM02 0 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 i 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 LEE Its: President KSL DESERT RESORTS, INC., a Delaware corporation Its: IS Its: [SIGNATURES CONTINUED ON THE NEXT PAGE.] 615/015610 -0048 -21- 270736.13 AM02 0 F [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 -22- 270736.13 AM02 • 0 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: By: Name: Title: 615/015610 -0048 _23_ 270736.13 AM02 Escrow Officer Title Officer 0 0 EXHIBIT LIST EXHIBIT "A" IF 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 EXHIBIT "H" Form of Endorsement re PGA Agreements 615/016610 -0048 _24_ 270736.13 AM02 • • 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: PARCEL A 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 89 055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0 °06'19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89 055'34" 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 46 043'49" 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 46 °39'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" 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 SAII) SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH 89 °51'25" EAST, 859.04 FEET; THENCE NORTH 0 °08'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89 °51'25" 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 15 009'25" 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 89 051'25" 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 6r .015610-0048 EXHIBIT "A" to EXHIBIT `B" - Page 1 270736 .10 a04 26 02 46 047'58" 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 46 °39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 043'49" 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 0-04'16" 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 2 °12'44" 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74 059'10" 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 15 009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89 051'25" 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 89 051'25" 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 13 017'09" 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 89 051'25" EAST, 173:3.26 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 615015610 -0048 EXHIBIT "A" to EXHIBIT `B" - Page 2 '_ 70736.10 -04 26,02 • • 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 2 012'44" 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 297.88 FEET; THENCE NORTH 1 023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" 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 89 053'14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89 °53'14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" 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 89 °51'25" 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 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 89 °50'56" WEST, 65.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89 050'56" 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 89 °59'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF SAID SOUTHEAST' QUARTER; THENCE ALONG THE SOUTH LINE OF THE 615:015610 -0018 EXHIBIT "A" to EXHIBIT "B" - Page 3 270736.10 a04 26,01 _ • • SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89 °33'59" 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 89 033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 027'16" 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 15 000'38" 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 89 °59'23" 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 2 °12'44" 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 0 004'16" 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 89 °55'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE SOUTHEASTERLY PLLONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 °43'49" 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 46 °39'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89 °51'25" EAST, 767.06 FEET; 615.06610 -W48 EXHIBIT "A" to EXHIBIT `B" - Page 4 370736.10 .64 26,02 THENCE SOUTH 41 "15'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 °12'44" 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 89 053'14" WEST, 2633.43 FEET; THENCE SOUTH 0 °00'06" EAST, 1320.62 FEET; THENCE SOUTH 89 055'03" 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 28 030'00" 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 11 002'55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60 030'00" WEST, 59.57 FEET; THENCE NORTH 74 000'00" 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 36 040'00" WEST, 162.50 FEET; THENCE NORTH 19 °35'00" EAST, 61.50 FEET; THENCE NORTH 36 °00'00" WEST, 172.50 FEET; THENCE NORTH 45 °15'00" WEST, 214.00 FEET; THENCE NORTH 43 010'00" WEST, 173.00 FEET; THENCE NORTH 45 025'00" WEST, 146.00 FEET; THENCE NORTH 13 °55'00" WEST, 198.50 FEET; THENCE SOUTH 82 000'00" WEST, 182.00 FEET; THENCE NORTH 58 °15'00" WEST, 187.50 FEET; THENCE NORTH 46'00'00" WEST, 180.50 FEET; THENCE NORTH 31 °50'00" WEST, 108.00 FEET; THENCE NORTH 5 055'00" WEST, 209.00 FEET; THENCE NORTH 10 °20'00" EAST, 180.50 FEET; THENCE NORTH 4 °40'00" EAST, 111.00 FEET; THENCE NORTH 2 040'00" WEST, 88.50 FEET; THENCE NORTH 14 000'00" WEST, 202.00 FEET; THENCE NORTH 64 040'00" WEST, 186.00 FEET; THENCE NORTH 67 °50'00" WEST, 187.00 FEET; THENCE SOUTH 76 °55'00" WEST, 124.00 FEET; THENCE SOUTH 37 °10'00" WEST, 122.00 FEET; THENCE SOUTH 88 °20'00" 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 72 025'00" 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 77 030'00" 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 75 °50'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88 °20'00" WEST, 75.50 FEET; THENCE NORTH 72 °20'00" WEST, 64.00 FEET; THENCE SOUTH 89 050'00" WEST, 88.50 FEET; THENCE NORTH 48 °10'00" WEST, 89.50 FEET; THENCE NORTH 38 035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE 615.013610 -0048 710776.10 �N'26r02 EXHIBIT "A" to EXHIBIT `B - Page 5 0 • CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97 045'00" 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 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 0 004'16" 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44 °58'49" WEST, 36.66 FEET; THENCE SOUTH 83 002'52" 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 89 059'23" 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 15 000'38" 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 89 033'59" 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 56 056'06" WEST; THENCE ALONG THE EASTERLY AND'SOUTHERLY RIGHT OF WAY OF THE: ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12) COURSES: 61, 015610-0049 EXHIBIT "A" to EXHIBIT `B" - Page 6 70736J0 -0926 02 0 • NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 034'00" 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 6 024'00" 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 56 044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28 °30'06" 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 28 030'00" 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 89 053'20" 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 2 °12'44" 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 2 012'44" 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 MADE•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 89 °51'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 °12'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2 012'44" 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 89 051'25" 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 1 041'28" 6 15 015b[0-0048 EXHIBIT "A" to EXHIBIT "B" - Page 7 ^_70736.10.04,26 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 72 °46'26" 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 EXHIBIT "A" to EXHIBIT "B" - Page 8 27073610 a04/26'0'- • SCHEDULE "I" TO EXHIBIT "A" Depiction of the Real Property [SEE ATTACHED DEPICTION] 40 SCHEDULE "I" TO EXHBIT "A" 613.0156 10.0048 DEPICTION OF THE REAL PROPERTY 270736.10 .0 ,26102 SHEET 1 OF S SHE" S r7--7--7 rO -= 7J =BOD-7 RAC IND. fRA -,2 M.B. 2-ah -0 M.B. P25/12-25 CETRINO- E CITRUS SEE SHEET 3) — — — — I'-- - - - - -- — — — — a o�. e. BAR. A J �i ��IAVENUE 52 — �� ; I PAR. B ear 9I �1 �I I I I I i SCALE" Y' =1000' I I \ I eT II i � PARCEL 12 I I PAR: Ii PAR.''A I 4 - - - - -- L _ - -Tr °J I I 1 ALL AMERICAN CANAL N.A.P. PAR. NI I i I �1 I _ T�l i PARCEL 3 Ro 1; zjp L L m 6 I I AVENUE 54 L —SEE SHEET 8 i101 I ° %QI 5 fie. 1 9 I I I i I I I I —rJ W I I_ H IW � lo. Z IW p 1� LU I W I � I i � 19 I /17116 PREPARED UNDER THE SUPERVISION OF: \p�E� LAN, V 4WyZ�\5 J eF.p G9� E 4 PROJECT BOUNDAR" ;HRIS J. BE H. L.S. BB D T * Ls. 8588 * PARCEL LINE EIO. 17 -11 -03 =, ADJACENT LOT N0. B PARCEL NO. WITHIN PROJECT � .rain IuNNEq IMGrM EEIa IV•VIVOIf 1 4, 7 \WPPINL\V4R2-4 \EXMB-01 -9 -1 SCHEDULE "I" TO LEGAL DESCRIPTION PAGE 1 OF 8 N -rr-rA T NO. M.S. 2-13/-J-9 CETRINO% � N1UOfi i 55.00' i 1 } N 89'55'34'E $ v 1'708.65' PARCEL A - SHEET 2 OF a SHE-' -T CITRUS AVENUE 52 K= 19a5.00' = 1586.341 \ PREPARED UNDER THE SUPERVISION OF: L.S. . \ `. YOia fJROi .�i wm+ni wm�n \�M Mt 1f '"GIMI206 ]Us.I.�G-f J' eF 9G turd" \r� Ss C `x * E.o. 12 -Jt -aJ rn Ld — y V' 2 4 PARCEL 2 M I N 89'51'49 E 1321.41' SCALE:: 1" —400' �I 1116 000 4 6= 9745'00" \� N 7Z20'0U'W 6- 105'45'00' R= 90.00' S4.00' R= c7,00' L= 153.55' oo L= 86.75' °o,n-oc - >5'S0'pp A= 7730'00' '-'- - W R= 135.00' m om I c� L =182.fi 1' c - Z SEE SHEET 5 �� =No PREPARED UNDER THE SUPERVISION OF: L.S. . \ `. YOia fJROi .�i wm+ni wm�n \�M Mt 1f '"GIMI206 ]Us.I.�G-f J' eF 9G turd" \r� Ss C `x * E.o. 12 -Jt -aJ SCHEDULE "I" TO LEGAL DESCRIPTION PAGE 2 OF DROJECT BOUNDARY ?ARCF! �jNE J ADJACENT LOT N0, B PARCEL N0, WiTHIN PROJECT c SHEET 3 0= 8 SHE-7S _ I SEE SHiEET 5 I PREPARED UNDER THE SUPERVISION OF 1 CHRIS J. BER 6- I. L.S. bepti UAIL TftAC -T N1J. U wJ OWE TON! 4 " "'41� 41, 4 AVENUE 52 �r 7940 6 eb? QP 5CALE: I N e= do`47'S8' ^1 0,. R =2055.00' L= 1678.53' = I I Sg Rz ,� T �� ► 62 ' - PARCEL A w I i � PARCEL 2 _ _ I SEE SHiEET 5 I PREPARED UNDER THE SUPERVISION OF 1 CHRIS J. BER 6- I. L.S. bepti UAIL U wJ OWE TON! SCHEDULE "I" TO LEGAL DESCRIPTION PAGE30F8 LJ J w ALL AMERICAN CANAL N.A.P. SEE SHEET 6 GFND PROJECT BOUNDARY PARCEL LINE ADJACENT LO1 NO B PARCEL NO. WITHIN PROJECT U I_s. asae SCHEDULE "I" TO LEGAL DESCRIPTION PAGE30F8 LJ J w ALL AMERICAN CANAL N.A.P. SEE SHEET 6 GFND PROJECT BOUNDARY PARCEL LINE ADJACENT LO1 NO B PARCEL NO. WITHIN PROJECT SHEET 4 OF 8 SHEETS ,4Z AVENUE 52 PARCEL B A= 15'09'25 N 0'08'3SW 3.00`„ k= 291.00' � 8155.05' 9'5.'25 E L =75.9_ N 89'51'25 "E , m m _ TRACT INN. 2''.888 1 314.80' So J\11B. 210/ �� N 89'51'25 "E 1081.86' i 9s PARCEL A a= l3zrsr K 9,o�i 3 �\ RL= = 6289.13.00'449S p R �== 21'5411.0'208 ' �� PARCEL 4 L =8.59' , AVENUE 52' —----- - - - - -- o e =1s'o5'z, �.I Q= 46'47'58" e / R- 291.00" R= 2055.00', ^' PARCEL B-1 L =76.98' 1 mro e= 131709 p� L= tli78.53' =1� %R= 2055.00' -, N 89'51'25"1 L =476.51' 155.06' N 89'S1'25E 1793.30 ,F� ' -7-= =A ,nt J PARCEL 1"7 w Ln WI W } N 89'51'25E 1081.86? N 85'5V25'E 1 2642.45' A- 7746'26" -- PARCEL' 2 ALL AMERICAN CANAL N.A.P. SEE SHEET 5 PREPARED UNDER THE SUPERVISION OF: EOI CHRIS J. BERGH L.S. 6580 DATE . e..IZZ sworn .,,KNOWS .NGIN...S SURVIVOR. R =171.00' rl� SCa_E: " = 400' e C� C0 rJ N 2'12'44 "W 130.09' ,_ in Lil O Cn ctf L LJ LJ- LL- LLJ D G:)j SEE SHEET 6 NpL LANp LEGEND 5o J 9 rG9 PROJECT BOUNDARY Qom`' Pc PARCEL LINE ADJACENT LOT NO. up 12 --]t 31 -C3 Ls. e * B PARCEL NO. WITHIN PROJECT . P SCHEDULE "l" TO LEGAL DESCRIPTION PAGE 4OF8 AJ .O I r s CS - � 3 � PAR. z 60' C 30.02'— !, N 2'12'44 "W 130.09' ,_ in Lil O Cn ctf L LJ LJ- LL- LLJ D G:)j SEE SHEET 6 NpL LANp LEGEND 5o J 9 rG9 PROJECT BOUNDARY Qom`' Pc PARCEL LINE ADJACENT LOT NO. up 12 --]t 31 -C3 Ls. e * B PARCEL NO. WITHIN PROJECT . P SCHEDULE "l" TO LEGAL DESCRIPTION PAGE 4OF8 I p= 72'Z5' R= 70.00' a40_ p =7730'00" N �530'op�W R= i82.5�' N 88'50'00 "W o� c19 0 m � m = Z r4� SCALE: 1" =400' r 755soo "6 SEE 124.00' N 67-50-00" IN 187.00' N 64'40'OO'W 185.00' 00,40 220 N �a002p0' 8?5C 00 "w N 4'40'00'E N 10.20.00E ' 111.00' 180.5D I N S55'O�W_ I ,2 0 SHEET 5 OF 8 Si -EE15 SHEET 2 ALL AMERICAN CANAL N.A.P. 209.00 erP t, off, O � PARCEL 2 C 114 COR -\ 135500 W �E0 B 96'50 N B9'S5'052 20.0 "v�� Y�J i N J N'g650�f t= 11-02-55- R =636.20' 7 -' 22 58' o• M J 4.t U Q _ d Y ED 1 � 10' L1..1 W Q =^ 40' V/ LLI O,w,^^ VI 9= 2530'00 R=796 20' N 3040'06'W 162.50' L, L= 39605' N 75'35'00 -W 93.50' N CT50'00 -W 11550' 9 N 4935'00 "W 111.50' N 35'10'00'W 58.00' 3 N 74' OTTW 188.00' 1 �. N 60'30'00 -W 59.57'' - - SEE SHEET 8 R=535-20' L FOE: ND L= 62536' PREPARED UNDER THE SUPERVISION OF: atL LAND y�,`O J 9 sGpL PROJECT BOUNDARY <^ PARCEL LINE 41 i 0 coy = p ^j ADJACENT LOT NO CHRIS J. BERGYA L.S. 6 A E *, L.S. 6588 yr H PARCEL N0. WITHIN PROJECT E. i2 -31 -03 YW�Ot®. � ...,.. A J}`P l Ck cnt.1F t. ar.maaa ..... ...� Y. Mu LPLAMMEt{ LMOIMEEEf flit v ITO t3 SCHEDULE "I" TO LEGAL DESCRIPTION PAGE 5 OF SCHEDULE "I" TO LEGAL DESCRIPTION PAGE 6OF8 SHEET o OF 8 SHEETS SEE SHEET 4 �z PARCEL I2 ALL AMERICAN'I CANAL N.A.P. r L.LJ °n N 2-1244 "W 130.09 30 If) N 89'53'te'F 2322.45' — 2292.43' =99'53'20" 60' Ln R =236.48' Q:� 110 L= 371.00' LJ LL Lo PARCEL C Lj- �I w I t C W I � = s LLJ Ld � 'EPARCEL 3 I 3 2930'00• ISHEET 326.41' z n= 5599'00' R= 776.20' L =768.58' SCALE: _400' S8 SEE I SHEET 7 PREPARED UNDER THE SUPERVISION OF: LAND LEGEND o4p` yS� J 6 sip PROJECT BOUNDARY F-p a v A PARCE, LINE ADJACENT LOT N0. CHRIS J. BERSH. L.S. 8 AT * L.S. fi588 * B PARCEL N0. WITHIN PROJECT a a nrr..o:w�r. Exp. 12 -31 -03 jf.Or F GL a�wr,umarm.nw a "!•!ta@ G \41378\uaPMWCAPaAI-A \De 8-06 a -9- SCHEDULE "I" TO LEGAL DESCRIPTION PAGE 6OF8 • 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: PARCEL A 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 89 055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0 006'19" WEST, 5.5.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89 055'34" 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 46 043'49" 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 46 039'23" 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 89 051'25" EAST, 859.04 FEET; THENCE NORTH 0 008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89 °51'25" 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 15 009'25" 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 89 051'25" 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 615M5610 -0048 EXHIBIT "E" to EXHIBIT "B" - Page 1 290]36.10 n04/26102 • 0 46 047'58" 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 46 °39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 043'49" 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 0-04'16" 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 89 051'25" 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 2 °12'44" 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74 059'10" 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 15 009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89 051'25" 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 89 051'25" 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 13 017'09" 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 89 051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS 17073610 a0 2 EXHIBIT "E" to EXHIBIT "B" - Page 2 z�az3�io aoarzeio± • • 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 2 012'44" 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 297.88 FEET; THENCE NORTH 1 023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" 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 2 °12'44" 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 2 °12'44" 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 89 °51'25" 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 89 °50'56" 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 89 °59'23" 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 89 °33'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE SOUTHEASTERLY AND 3b 10-0048 27073'6.60 .04 '26,02 EXHIBIT "E" to EXHIBIT "B" - Page 3 HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89 033'5'9" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 027'16" 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 15 000'38" 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 89 °59'23" EAST, 2514.64 FEET; THENCE NORTH 83 002'52" EAST, 151.56 FEET; THENCE NORTH 44 058'49" EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 012'44" 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 89 055'34" 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 46 043'49" 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 46 039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89 °51'25" EAST, 767.06 FEET; THENCE SOUTH 41 015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 °12'44" 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: noiia 10ao 26!02 EXHIBIT "E" to EXHIBIT "B" - Page 4 SOUTH 89 053'14" WEST, 2633.43 FEET; THENCE SOUTH 0 °00'06" EAST, 1320.62 FEET; THENCE SOUTH 89 055'03" 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 28 030'00" 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 60 030'00" WEST, 59.57 FEET; THENCE NORTH 74 000'00" 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 36 040'00 " WEST, 162.50 FEET; THENCE NORTH 19 °35'00" EAST, 61.50 FEET; THENCE NORTH 36 000'00" WEST, 172.50 FEET; THENCE NORTH 45 °15'00" WEST, 214.00 FEET; THENCE NORTH 43 °10'00" WEST, 173.00 FEET; THENCE NORTH 45 025'00" WEST, 146.00 FEET; THENCE NORTH 13 °55'00" WEST, 198.50 FEET; THENCE SOUTH 82 000'00" WEST, 182.00 FEET; THENCE NORTH 58 °15'00" WEST, 187.50 FEET; THENCE NORTH 46 000'00" WEST, 180.50 FEET; THENCE NORTH 31 °50'00" WEST, 108.00 FEET; THENCE NORTH 5 055'00" WEST, 209.00 FEET; THENCE NORTH 10 °20'00" EAST, 180.50 FEET; THENCE NORTH 4 040'00" EAST, 111.00 FEET; THENCE NORTH 2 040'00" WEST, 88.50 FEET; THENCE NORTH 14 000'00" WEST, 202.00 FEET; THENCE NORTH 64 040'00 "' WEST, 186.00 FEET; THENCE NORTH 67 °50'00" WEST, 187.00 FEET; . THENCE SOUTH 76 055'00" WEST, 124.00 FEET; THENCE SOUTH 37 °10'00" WEST, 122.00 FEET; THENCE SOUTH 88 020'00" 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 72 025'00" 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 77 030'00" 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 75 °50'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88 °20'00" WEST, 75.50 FEET; THENCE NORTH 72 °20'00" WEST, 64.00 FEET; THENCE SOUTH 89 050'00" WEST, 88.50 FEET; THENCE NORTH 48 °10'00" WEST, 89.50 FEET; THENCE NORTH 38 035'00" 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 97 045'00" 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 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 615 0156 1 26 02 EXHIBIT "E" to EXHIBIT "B" - Page 5 c. r. 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 SEiCTION 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, ISAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 89 050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44 058'49" 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 89 059'23 " 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 15 000'38" 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 105 027'16" 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 89"33'59" 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 56 056'06" 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 I °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 6 024'00" 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 56 044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28 °30'06" WEST, 615 6Iii015610-0048 .10/2 EXHIBIT "E" to EXHIBIT "B" - Page 6 u04! • • 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 28 030'00" 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 2 012'44" 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 2 °12'44" 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 89 051'25 WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2 012'44" 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 89 051'25 ' 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 1 041'28" AND AN ARC DISSTANCE 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS 0 a217se 10 s 6 02 EXHIBIT "E" to EXHIBIT 'B" - Page 7 • . • EXHIBIT `B" LEGAL DESCRIPTION OF BENEFITED PROPERTY LOT 30 OF LOT LINE ADJUSTMENT NO. 2000 -334 RECORDED NNE 8, 2000 AS INSTRUMENT NO. 2000 - 218912 IN OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 170736.10 N,2 EXHIBIT "B" to EXHIBIT "E" - Page I ?70736.10 N,26 02 EXHIBIT "F" TO EXHIBIT "B" WALL IMPROVEMENTS (To Be Attached) 270735610-0048 .0 EXHIBIT "F" to EXHIBIT "B" - Page I ?70776J0 a042NO3 EXHIBIT!!F* SHEET 1 OF 1 SHEETS /,V� VACANT I C RESIDENTIAL LOTS I`! - ��e�/ NORTHERLY C9 LIMIT OF EXISTING -�� GOLF COURSE m O t S I: 79 -799 Old Aq ue 52 . b Ou_ CA 92253 DONICN Wk.: 760- 7714013 t D N u I T 2 FAX: 760.7714073 PLANNERS ENGINEERS SURVEYORS TRACT NO. 24317-1 MID 207/29 -33 LOT 6 SCALE 1"=300' 3 LOT 3 LOT 2 IMS 228/47-48 LOT 1 LOT 16 TRACT RIO. 21640 ICI® 172/84-94 EXISTING MAINTENANCE FACILITY 4cV�Z 5 J & GPG L.S. 6588 * Exp. 12 -31 -03 * PREPARED UNDER THE SUPERVISION OF: I w AVENUE r W N Q + Nm �LOT8 Nom' m O t S I: 79 -799 Old Aq ue 52 . b Ou_ CA 92253 DONICN Wk.: 760- 7714013 t D N u I T 2 FAX: 760.7714073 PLANNERS ENGINEERS SURVEYORS TRACT NO. 24317-1 MID 207/29 -33 LOT 6 SCALE 1"=300' 3 LOT 3 LOT 2 IMS 228/47-48 LOT 1 LOT 16 TRACT RIO. 21640 ICI® 172/84-94 EXISTING MAINTENANCE FACILITY 4cV�Z 5 J & GPG L.S. 6588 * Exp. 12 -31 -03 * PREPARED UNDER THE SUPERVISION OF: I • 1 • 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); 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. 615,015610 -0048 EXHIBIT "G" to EXHIBIT `B" - Page 1 ?70736.10.04/26102 • • 13. As consideration for Agency's agreement not to immediately 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 2002. TENANT: MDS CONSULTING, a California corporation LM S Nam( Title: 615.015610 -0048 EXHIBIT "G" to EXHIBIT "B" - Page 2 170736.10 a04126101 • • EXHIBIT "A" COPY OF LEASE Insert a copy of the Lease and any amendments and modifications made to the Lease. EXHIBIT "A" 615015610 -0048 TO FORM OF ESTOPPEL CERTIFICATE _]0]36.10 a0412 6 %03 LEASE AGREEMENT BULL BARN THIS LEASE AGREEMENT (the "Lease ") is made effective the 1st day of July, 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. (collectively, "Landlord ") and MDS CONSULTING, a California corporation, whose principal place of business, is located at 17320 Redhill Avenue, Suite 3:50, Irvine, California 92614 ( "Tenant "). RECITALS A. Landlord, is the owner of (i) the land described as the East Half of the Northeast Quarter of the Northeast Quarter of Section 7, Township 6 South, Range 7 West, San Bernardino Base and Meridian, City of La Quinta, County of Riverside, State of California, more commonly known at a portion of Oak Tree West (the "Land "); and (ii) certain improvements on the Land consisting of a building containing 1,545 square feet of space, commonly known as the Bull Barn, located at 79 -799 Old Avenue 54, City of La Quinta, and various associated parking areas, driveways and walkways (the "Leased Pretenses "). B. Tenant is engaged in the business of mapping, surveying and other land planning services and has entered into an agreement with Landlord to provide such services to Landlord. C. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the Leased Premises on the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements set forth herein, Landlord and Tenant agree as follows: ARTICLE I 1.1 LoaWd EMML5 . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Leased Premises, together with the right to use in common with others the parking areas, driveways and walkways located on the Land, upon the terms and conditions stated in this Lease. Tenant hereby covenants and warrants that Tenant shall comply with all Landlord's and the City of La Quinta's rules and regulations in connection with its operations on the Land. Page 1 s 1 2 ondition,; of Le Premises. Tenant hereby acknowledges and agrees that, prior to the execution of the Lase, Tenant has performed all inspections of the Leased Premises that Tenant deems necessary or appropriate, and Tenant hereby accepts the Leased Premises "As -Is" in its current condition. Tenant further acknowledges erespect to the Leased Prord nor .an hagent of o�dlord has made any representation or warranty P possession of the Leased. Premises by Tenant shall conclusively establish that the Leased Premises were, at such time, in satisfactory condition. ARTICLE 11 2.1 TeM. The Term of this Lease shall be for a period of one year commencing June 1, ease shall 1997, unless sooner terminated as provided herein (the "Term "). Thereafter, contained is herein in to the automatically renew annually. Notwithstanding the foregoing and anything contrary, Landlord shall have the right to terminate this Lease, with or without cause, by providing Tenant with thirty (30) days written notice to cancel. Upon such termination, Tenant shall surrender the Leased Premises, in accordance with the provisions contained in Section 8.1 hereof, no later than the effective date of termination. ARTICLE III 3.1 fit. In consideration of Tenant maintaining a business office on Landlord's property, beginning June 1, 1997 and continuing throughout the Term, or subsequent renewal thereof, Tenant shall pay to Landlord base rent in the amount of Ten Dollars ($10.00) annually (the "Rent "), payable in advance to Landlord on the first day of each year without notice or demand and without abatement, deduction, defense or set -off in any amount or for any reason whatsoever. Tenant shall make all rental payments to Landlord at Landlord's address as provided by Section 14.7. Fxnencec. Tenant shall be responsible for payment of any and all costs, 3.2 9.11=W1nF all utilities and related and expenses for services provided to or for the Leased Premises, whether billed directly or indirectly to Tenant or Landlord including, but not limited to, telephone, water, gas, electricity and cable television. Tenant shall indemnify and hold Landlord harmless from and against any loss, cost, charge, expense or damage with respect thereto. 3.3 inCrO =. Any increase in the cost of any taxes, including real property taxes, or insurance carried by Landlord attributable to Tenant's activities in or about the Leased Premises or Tenant's failure to perform and observe its obligations and covenants under this Lease shall be borne by Tenant and payable to Landlord from time to time, on demand, whether or not Landlord shall have consented to such activities. contract.mdsleas. d oc Page 2 I 3 • • 3.4 P r onal'Pronert". -�. During the Term, or renewal thereof, Tenant shall pay all taxes assessed against and levied upon fixtures, furnishings, equipment, and all other personal property of Tenant contained on the Land or in the Leased Premises prior to delinquency, and when possible Tenant shall cause these fixtures, furnishings, equipment, and other personal property to be assessed and billed separately from the real property of Landlord. If any of Tenant's fixtures, furnishings, equipment, and other personal property is assessed and taxed with Landlord's real property, Tenant shall pay to Landlord Tenant's share of the taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of the taxes applicable to Tenant's property. ARTICLE IV 4.1 9StiCtYZ Q=Wt• Provided that no default or condition described in Section 13 A has occurred and is continuing, and subject to the performance by Tenant of all of the covenants and provisions of this Lease to be performed by Tenant, Tenant shall have during the Term peaceful and quiet use and possession of the Leased Premises without hindrance on the part of Landlord. 4.2 is of . emises. Tenant may use the Leased Premises for a general office purposes and for no other purpose. 4,3 omnlia^CP .with t.aw. At all times during the Term, at Tenant's own expense, Tenant shall conform to and comply with all governmental requirements, or requirements of applicable insurance policies now or hereafter in force, affecting the use or occupancy of all or any part of the Leased Premises. 4.4 CDIdUtDnjgAaadjPremises. Tenant shall not do, or permit anything to be done, in or on the Leased Premises, which in any way will (a) increase the rate of fire insurance on the Leased Premises; (b) invalidate or conflict with the fire insurance policies on the Leased Premises or fixtures or on personal property kept therein; (c) obstruct or interfere with the rights of Landlord; (d) subject Landlord to any liability for injury to persons or damage to property; or (e) interfere with the good order of the Leased Premises. 4.5 LS;3s€dpr=isec T oac Damaee. Landlord shall not be liable under this Lease to Tenant for injuries to person or damage to property occurring on the Land and the Leased Premises or to any persons thereon, including, without limitation, (a) a loss of property by theft or burglary, including property placed in the custody of Landlord's employees; (b) damage or injury to person or property on the Leased Premises from the use of any utility on the Leased Premises; (c) any damage or injury caused by action of the natural elements; or (d) damage or injury resulting from (i) the conduct of Tenant, Tenant's contractors, licensees or invitees, whether negligent or otherwise, or (ii) any other act, event or occurrence in or about the Leased Premises other than acts of Landlord contract. mdsleas. doc Page 3 or Landlord's employees, contractors, licensees or invitees, whether negligent or otherwise. Tenant shall not make any claim against Landlord for any loss or damage described in this Section. ARTICLE V 5.1 Acci�nmPnt and Cubl tte_ ina. Tenant shall not have the right to sublet the Leased Premises, or any portion thereof, or to assign or mortgage Tenant's interest in this Lease, or any portion thereof, without: the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. In the case of any such subletting or assignment, Tenant shall remain fully obligated to Landlord for the performance of all terms and conditions of this Lease. Notwithstanding the foregoing, Landlord may, without Tenant's consent, assign this Lease to any of its affiliates, successors or assigns of any of its assets. ARTICLE VI 6.1 EarkiU. Tenant's lease of the Leased Premises includes the right to use, in common with others, the adjacent automobile parking areas, driveways, access roads and footways. ARTICLE VII air. Tenant, at its expense, will keep the Leased Premises in 7.1 �j .,ane and Ren good and clean order and reasonable condition, fit for its intended use. Tenant will not do, and will take reasonable steps to prevent Tenant's employees, contractors, invitees and guests from doing, any act or things which might in any manner impair the Lea Leased Premises or any part thereof. or any part thereof, o:r commit or permit any repairs and replacements necessitated by reason of the acts or omissions of Tenant, its employees, ade by Landlord at Tenant's cost and contractors, invitees or guests in breach of this Lease may be m expense, payable upon demand therefor by Landlord. 7.2 ,,.,� b,� v Tenant. Tenant may not make any additions, alterations or changes to the Leased Premises without the prior written consent of Landlord. contract. mdsleas.doc ARTICLE VIII Page 4 8.1 S ,rr der:• Upon expiration of the Term, or any earlier termination of this Lease, Tenant shall surrender to Landlord the Leased Premises, including all alterations, improvements an other additions that Landlord does not require that Tenant remove, in good order and repair, reasonable wear and tear excepted. 8.2 H4=. Tenant shall have no right to occupy the Leased Premises or any portion 1t� v s d Premises. In thereof after or an party claiming clams gby, tthrrough or under Tenanttoretains possession of the Leased e event Tenant t any p Y Premises after the expiration or earlier termination of this Lease, such possession rvisrons constitute and be construed as a tenancy at will only, subject, however, to all of the terms, p o covenants and agreements of Tenant hereunder. Tenant or any such parry shall payer Landlord, rent for the entire period of any hold -over tenancy, One Hundred Dollars ($100) p y- ln the event of such hold -over, Landlord may immediately exercise all remedies available to Landlord at law or in equity to recover possession of the Leased Premises and for damages. Tenant shall be liable to Landlord for any loss or damage Landlord may sustain by reason of Tenant's failure to surrender possession of the Leased Premises immediately upon the expiration or termination of this Lease. If Tenant shall fail to surrender possession of the Leased Premises immediately upon the expiration or earlier termination of this Lease, Tenant hereby agrees that all the obligations of Tenant and all rights of Landlord applicable during the term of this Lease shall be equally applicable whether or not a tenancy shall have been created as during such period of subsequent occupancy, aforesaid. ARTICLE IX Lim 9.1 Liens. At all times during the Term, Tenant shall keep the Land and the Leased Premises and any rents or other sums payable hereunder free and clear of all charges, liens, security interests and encumbrances, including, without limitation, all mechanic's and materialmen's liens. ARTICLE X 10.1 T ^tom— ` T °y - Surance• At all times during the Term, Tenant shall maintain at its own expense the following types of insurance coverage: (a) Property insurance covering all risks of physical loss or damage, extended coverage, and earthquake, against loss, damage or destruction to the Leased Premises including Premises. fixtures, uch insurance shall be other ritten on a replacement cost basis. basis.enant on the Leased contract.mdsleas.doc Page 5 • • (b) General liability insurance, in amounts of at least $2,000,000 general aggregate $1,000,000 Products /completed operations aggregate $1,000,000 personal injury liability $1,000,000 each occurrence, bodily injury and property damage $ 100,000 fire legal liability $ 10,00() premises medical payments; and (c) Automobile liability insurance, including hired and non - owned, in an amount of at least $1,000,000 combined single limit for bodily injury and property damage. (d) Workers' compensation insurance in at least the statutory minimum amount and employer's liability insurance in an amount of at least $1,000,000, covering Tenant's- employees. (e) Business interruption insurance in an amount sufficient to cover such exposure, with the right of Tenant to self - insure for the exposure with a full waiver of subrogation. Tenant shall name Landlord as additional insured on such policies, and shall provide Landlord with waiver of subrogation in favor of Landlord from the insurers under such policies and certificates of insurance evidencing the coverages required herein. ARTICLE XI o If the entire Leased Premises be taken under the power of eminent 11.1 Total chase i iIl>• this lease shall domain or by purchase in place thereof (herein together called "Eminent Domain"), terminate as of the date possession is taken. 11.2 partial Aking• If any portion of the Leased Premises shall be taken under the power of eminent domain, and the remaining portion would not, in the reasonable judgment of Tenant be adequate for the continued occupancy of the Leased Premises, either unrestored or restored, or if Tenant deems such restoration to be impractical, Tenant may terminate this Lease immediately by giving Notice thereof to Landlord within thirty (30) days after such taking. If this Lease is not terminated pursuant to this Section 11.2, Landlord shall have no obligation to restore the Leased Premises, and Tenant shall continue to pay rent in full and to utilize the Leased Premises. 11.3 Dattlag2S• All damages awarded for any such taking under the power of eminent domain shall be paid to Landlord, except damages; if any, specifically allocated by the condemning authority, for fixtures and equipment of Tenant used in operation of the Leased Premises. wntract.mdsleas.dOc Page 6 • 11.4 ReW. If Tenant elects to terminate this Lease as provided by authority, ry. this Article, Landlord shall pay Rent upon to the date that possession is taken by the condettuun� shall make a proportional refund to Tenant of any Rent paid by Tenant which is applicable to any period after that date and not yet earned. ARTICLE XII (a) Mfinlrivus- (i) "r Prrmicec Partial Damage" shall mean damage or destruction to the Leased Premises, the repair of which will cost no more than $5,000.00 as determined by Landlord. (ii) d Premicec Total Destruction" shall mean damage or destruction to the Leased Premises, the repair of which will cost more than $5,000.00 as reasonably determined by Landlord. (iii) "Insured T.occ" shall mean damage or destruction to the Leased Premises where full insurance proceeds are paid to Landlord. (b) Partial DaM=. If a Leased Premises Partial Damage occurs, then Landlord shall repair such damage as soon as reasonable possibly and this Lease shall continue in full force and effect. Landlord shall pay any deductibles payable in connection with such Loss. (c) 7 oral Destn *' Incnr d T ocs. If a Leased Premises Total Destruction that is an Insured Loss occurs, either.party may cancel this Lease by delivery of a Notice to the other party within sixty (60) days of the occurrence of such event, effective as of the date of such Notice. If neither patty cancels this Lease, then such Total Destruction shall be deemed a Leased Premises Partial Damage and the repair of the Leased Premises shall be governed by the terms of Paragraph 12.1(b) above. (d) total Destruflion--UMMUMLLM. If a Leased Premises Total Destruction that is not an Insured Loss occurs, either parry may cancel this Lease by delivery of a Notice to the other party within sixty (60) days of the occurrence of such event, effective as of the date of such Notice. If neither party cancels this Lease, then Landlord shall commence to repair such damage as soon as reasonably possible thereafter at Landlord's expense, in which event this Lease shall continue in full force and effect. In the event Landlord elects to give Notice of Landlord's intention to terminate this Lease, Tenant shall have the right within ten (10) days after the receipt of such contract. mdsleas.doc Page 7 • • Notice to give written notice to Landlord of Tenant's commitment to pay for the repair of such damage totally at Tenant's expense and without reimbursement from Landlord. Tenant shall provide Landlord with the required funds or satisfactory assurance thereof within thirty (30) days following Tenant's said commitment. In such event this Lease shall continue in full force and effect, and Landlord shall proceed to make such repairs as soon as reasonably possible. If Tenant does not give such Notice and provide the funds or assurance thereof within the times specified above, this Lease shall terminate as of the date specified in Landlord's Notice of termination. 12.2 A a m tlt- (a) In the event of damage where this Lease is not terminated, whether or not Landlord or Tenant repairs or restores the Leased Premises, the Rent and other charges, if any, payable by Tenant hereunder shall be abated in proportion to the degree to which Tenant's use of the Leased Premises is impaired for the period during which such damage, its repair or the restoration continues. Except for abatement of Rent and other charges, if any, as aforesaid, all other obligations of Tenant hereunder shall be performed by Tenant with respect to the undamaged portions of the Leased Premises. Tenant shall have no claim against Landlord for any damage suffered by reason of any such repair or restoration, except for claims arising from a default by Landlord in the performance of its repair and restoration obligations. (b) If Landlord shall be obligated to or elects to repair or restore the Leased Premises under the provisions of Section 12.1 and shall not commence the repair or restoration of the Leased Premises within forty-five (45) days after such obligation shall accrue, or the repair and restoration work is not completed within ninety (90) days of the date of the casualty, Tenant may, at any time prior to the commencement or completion of such repair or restoration, as the case may be, give Notice to Landlord and to any lenders of which Tenant has actual notice of Tenant's election to terminate this Lease, effective as of the date of such Notice. "Commence" as used in this Paragraph shall mean the beginning of the actual construction work on the Leased Premises. 12.3 Waiyer of QtatntOry Rights. Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Leased Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute (including without limitation Sections 1931, 1932 and 1933 of the California Civil Code and any successor statutes) to the extent :inconsistent herewith. ARTICLE XIII 13.1 EYEI1LS Of pefa1ll• An event of default (an "Event of Default ") shall occur under this Lease if Tenant shall fail to perform any of the tetras, conditions or covenants of this Lease to be observed or performed by Tenant and such failure shall continue for more than thirty (30) days after Landlord gives Tenant Notice thereof, unless such default is of a nature that it cannot practically be wntract.mdsleas.doc Page 8 • • cured within such thirty (30) day period but can be cured within a reasonable time and Tenant is proceeding with due diligence to cure such default, then at Landlord's option and without limiting Landlord in the exercise of any other right or remedy Landlord may have in law or equity or account of such default, and without any further demand or Notice, Landlord may exercise either of the remedies set forth in Section 13.2. 13.2 Rem di c• Upon the occurrence of an Event of Default, then at Landlord's option and without limiting Landlord in the exercise of any other right or remedy Landlord may have in law or equity on account of such default, and without any further demand or Notice, Landlord may exercise either of the following remedies: (a) Re -enter the Leased Premises with process of law, take possession thereof and of all improvements, additions, alterations, equipment and fixtures thereon, and eject all parties in possession thereof Landlord may, without terminating this Lease, relet the Leased Premises or any part thereof for the accounts of Landlord or Tenant, receive and collect the rents therefor, applying the rents first to the payment of such expenses as Landlord may have incurred in recovering possession of the Lease Premises, including costs, expenses and reasonable attorney's fees, and Leased for placing the Leased Premises. in good order and condition or preparing or altering the Leased Premises for reletting, and all ocher expenses, commission and charges incurred by Landlord in connection with reletting the Leased Premises, and then to the fulfillment of the covenants of Tenant. Any such reletting may be for the remainder of the Term or for a longer or shorter period. Landlord may execute any lease made pursuant to the terms hereof either in Landlord's name or in the name of Tenant, asl cat on by Landlord of anytrent collect d by Landlord from such ubt nant to whatsoever for the app any and all sums, due and owing or which, may become due and owing under the provisions of this Lease. Tenant shall have no right or authrity to collect any rent from such subtenant. In any case and whether or not the Leased Premises or any part thereof be relet, Tenant shall pay to Landlord all Rent required to be paid by Tenant up to the time of re -entry by Landlord. Thereafter, Tenant, if required by Landlord, shall pay to Landlord, until the end of the Term, the equivalent of the amount of all Rent, less the net proceeds of a reletting, if any, during the Term, after payment of the expenses of Landlord. Such rent shall be due and payable at the times provided for installments of Rent, and Landlord need not wait Landlords hall not constitute an elecotion o terminatentchis Lease action or otherwise. Re-entry by unless Landlord gives Tenant Notice of Landlord's election to terminate. Landlord shall not be responsible or liable for any failure to relet the Leased Premises, or any part thereof, or for any failure to collect any rent due upon such reletting; or (b) Declare this Lease terminated, re -enter the Leased Premises with process of law, eject all parties in possession thereof and repossess and enjoy the Leased Premises, and Landlord shall thereupon be entitled to recover from Tenant the present value, at the time of such termination, of the amount of Rent for the balance of the Term at an annual capitalization rate of eight percent (8 %). contract. mdsleas. d oc Page 9 • 1 • 13 Rmdis QLF elusive No )YAiYar Soeci6c Performance. The remedies of s Landlord set forth in this Lease are in addition to and not exclusive of any other remedy of Landlord which may be permitted at law or in equity, and if any breach or threatened breach of this Lease by Tenant occurs, Landlord shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any night and remedy allowed at law or in equity or by won or otherwise hindrance to addition to rights set forth in this Lease. Tenant shall permit any re -entry Landlord, and Landlord shall not be liable in damages or guilty of trespass or eviction because of such re -entry. The failure of Landlord to insist, in any one or more instances, upon a strict performance of any of the covenants of this Lease or to exercise any right or remedy contained herein, shall not be construed as a waiver or a relinquishment for the future of such covenant or option. A receipt by Landlord of any installment of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. In addition to the other remedies contained in this Lease and by law provided, Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the provisions of this Lease or to a decree compelling performance of any of such covenants, conditions or provision.,;. ARTICLE XIV 14.1 gecar ding• Landlord and Tenant each covenant to the other not to record, or cause to be recorded, this Lease or any short form thereof. 14._ Fstoonel Ceriificatcs. Each parry agrees at reasonable intervals and from time to time upon not fewer than ten (10) days' prior written Notice by the other to execute, acknowledge and deliver a statement in writing certifying (a) that this Lease is unmodified and in full force and effect as modified and effect th if there have been m dates to that this the installments of Rent have been paid in ad ante, stating the modifications), (b) the if any, and (c) stating whether or not, to the best knowledge of the signer of such certificate, the other parry is in default in performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge. Each party acknowledges that any such statement delivered under this Lease may be relied upon by third parties. ht ' 14.3 Rin__� _4o F_ nter• Landlord shall have the right to enter the Leased Premises (a) at reasonable hours upon prior reasonable at an time thatvan emergency exists, Yexam in the permitted or required by this Lease; (bb) ) Y make such repairs and alterations as shall be reasonably necessary for the Leased Premises or t safety and preservation of the Leased Premises. contract. mdsleas.doc Page 10 14.4 Gala Wing T.aw. This Lease shall be construed and applied in accordance with the laws of the State of California. 14.5 Severa)zilb. Any provision or provisions of this Lease which shall prove to be invalid, void, or illegal shall in no way affect or impair or invalidate any other provision, and the remaining provisions shall remain in full force and effect. 14.6 Hcadj=. The headings of the various Articles and Sections of this Lease are inserted for reference only and shall not to any extent have the effect of modifying, amending or changing the express terms and provisions of this Lease. 14.7 Notice s• All notices, demands, elections, deliveries and other communications between Landlord and Tenant required or desired to be given in connection with this Lease ( "Notices "), to be effective hereunder, shall, except as otherwise expressly provided in this Lease, be in writing, and shall be deemed to be given and received (a) when delivered personally; or (b) two (2) days after being deposited with a national overnight courier service (e.g., Federal Express) or with the United States Postal Service as certified mail, return receipt requested, in either event with all charges or postage prepaid and addressed as follows: If to Landlord, Xochimilco Properties, Inc. 56 -140 PGA Boulevard La Quinta, California 92253, Attention: Legal Dept. Compliance Officer And if to Tenant, MDS Consulting 17320 Redhill Avenue, Suite 350 Irvine, CA 92714 -5644 Attention: Stan Morse Either Landlord or Tenant may from time to time designate another address for the receipt of future Notices by a Notice given as provided in this Section 14.7 to the other party at the address set forth in, or as last provided by such other party in accordance with, this Section 14.7. 14.8 AMMdM=U and Waivers. Neither this Lease nor any term or provision hereof may be changed, waived, or discharged orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, or discharge is sought and only after giving effect to provisions of Section 14.1. contract. mdsleas.doc Page 11 • • 14.9 SuccesS4rs and A&ggm. Notwithstanding anything contained herein to the contrary. this Lease shall be binding upon and inure to the benefit, as the case may require, of the parries hereto and their respective heirs, executors, administrators, successors and assigns. 14.10 S ht� ordination. This Lease shall be subject and subordinate at all times to the lien of any mortgage or deed of trust, which may now or at any time hereafter be a lien upon the Land. Tenant shall execute and deliver such further instrument or instruments subordinating this Lease to the lien of any such mortgage or deed of trust as shall be reasonably requested by any mortgagee or parry secured or proposed mortgagee or parry proposed to be secured. Tenant shall attom to any successor to Landlord by foreclosure or deed in lieu thereof or to any purchaser at a for sale of the Leased Premises. 14.11 Ac i m -I ^f t andlo A"S Interest. If Landlord should ever assign this Lease or the rents hereunder to a creditor as security for a debt, Tenant shall, after Notice of such assignment and upon demand by Landlord or the assignee, pav all sums thereafter becoming due Landlord hereunder to the assignee and give all Notices required to be given Landlord hereunder both to Landlord and the assignee. Landlord may assign this Lease, by direct assignment or merger, to an affiliate of Landlord without the approval of Tenant. Landlord shall also have the right to make a collateral assignment of this Lease to its lender without the approval of Tenant. 14.12 T,,nSfet' by an LdlUd• If Landlord sells, leases or in any manner transfers title to the Leased Premises, including foreclosure sale by judicial proceeding or otherwise, the Landlord shall be relieved of all covenants and obligations arising hereunder after the date of such sale, lease or other transfer, provided that such transferee shall agree, in a writing delivered to Tenant, to assume all covenants and obligations of the Landlord hereunder. Tenant agrees that it will attorn to such transferee upon the satisfaction of such conditions, and Tenant shall continue to perform all of the terms, covenants, conditions, and obligations of this Lease. 14.13 Landlord shall have the right, from time to time, to issue reasonable rules and regulations regarding the use of the Leased Premises. When so issued, such rules and regulations shall be considered a part of this Lease. Landlord shall not be liable to Tenant in the violation of any rules and regulations or the breach of any covenant or condition in any lease by any other tenant of the Land. 14.14 Fnih're_Ag D10g. This Lease contains the entire agreement of the parties with regard to the matters set forth herein. Any other agreements, promises or representations, oral or written, between the parties with respect to such matters are hereby superseded and merged into this Lease. 14.15 Time ef_ESSg=. Time is of the essence of this Lease. 14.16 EXMWion of C ounternarts. This Lease may be executed in several counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. ca ntract. mdsle as. doc Page 12 14.17 Rdati4nsh!n Between the Far &S. Notwithstanding the existence of other relationships between the parties to this Lease, this Lease only controls the relationship between Landlord, as landlord under this Lease, and Tenant, as tenant under this Lease. IN WITNESS WHEREOF, the patties hereto have caused this instrument to be executed to be effective as of the date first written above. XOCHIMII.CO PROPERTIES, INC., a Delaware corporation By: 4 4'771v4 r Exec e Vice President MDS CONSULTING, a California corporation Z Title: contract. mdsleas.doc Page 13 r �r EXHIBIT "H" TO EXHIBIT "B" FORM OF ENDORSEMENT RE PGA AGREEMENTS [SEE ATTACHED] 615/015610 -0048 270736.13 AM02 EXHIBIT "H" to EXHIBIT "B" - Page I EXHIBIT "H" ENDORSEMENT ATTACHED TO POLICY NO. SAMPLE ISSUED BY FIDELITY NATIONAL TITLE INSURANCE COMPANY THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS, DAMAGES, AND CLAIMS INCLUDING, WITHOUT LIMITATION, COSTS, ATTORNEYS' FEES AND EXPENSES, WHICH SAID INSURED SHALL SUSTAIN AS A RESULT OF THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT OF THE PROVISIONS OF (1) THAT CERTAIN UNRECORDED AGREEMENT BY AND BETWEEN THE PROFESSIONAL GOLFERS' ASSOCIATION (PGA) AND LML DEVELOPMENT CORP. OF CALIFORNIA, PREDECESSOR IN INTEREST TO KSL LAND HOLDINGS, INC., A DELAWARE CORPORATION (KSL), AND (2) THAT CERTAIN UNRECORDED AGREEMENT BY AND BETWEEN PGA TOUR, INC. (PGA TOUR) AND LANDMARK LAND COMPANY OF CALIFORNIA, INC.,, PREDECESSOR IN INTEREST TO KSL, AS DESCRIBED IN SCHEDULE ONE ATTACHED HERETO AND MADE A PART HEREOF, INCLUDING BUT NOT LIMITED TO ANY RIGHTS OF FIRST REFUSAL, SUCCESSOR LIABILITY FOR RESIDENTIAL SALES FEES DUE TO PGA AND /OR PGA TOUR OR THEIR SUCCESSORS IN INTEREST, RIGHTS OF USE, MEMBERSHIP AND PLAY DISCOUNTS, AND /OR RIGHTS IN AND TO GOLF FACILITES CONSTRUCTED OR TO BE CONSTRUCTED ON THE SUBJECT PROPERTY. THE TOTAL LIABILITY OF THE COMPANY UNDER SAID POLICY AND ANY ENDORSEMENTS THEREIN SHALL NOT EXCEED, IN THE AGGREGATE, THE FACE AMOUNT OF SAID POLICY AND COSTS WHICH THE COMPANY IS OBLIGATED UNDER THE CONDITIONS AND STIPULATIONS THEREOF TO PAY. THIS ENDORSEMENT IS MADE A PART OF SAID POLICY AND IS SUBJECT TO THE SCHEDULES, CONDITIONS AND STIPULATIONS THEREIN, EXCEPT AS MODIFIED BY THE PROVISIONS HEREOF. DATED: SAMPLE FIDELITY NATIONAL TITLE INSURANCE COMPANY Im AUTHORIZED SIGNATURE ALTA OR CLTA - SPECIAL EXHIBIT "H" SCHEDULE ONE 1. Agreement dated March 5, 1984 by and between The Professional Golfers' Association of America and LML Development Corp. of California, as modified by that certain letter agreement dated May 28, 1993 by and among Landmark Land Company of California, Inc. (successor in interest to LML Development Corp. of California), Resolution Trust Corporation, as conservator for Oak Tree Federal Savings Bank, and The PGA Professional Golfers' Association of America. 2. Agreement dated January 10, 1985 by and between PGA Tour, Inc. and Landmark Land Company of California, Inc., as modified by that certain letter agreement dated May 28, 1993 by and among Landmark Land Company of California, Inc., Resolution Trust Corporation, as conservator for Oak. Tree Federal Savings Bank, and PGA Tour, Inc. 6 EXHIBIT "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 29, 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.1 EXHIBIT "C" TO OPTION AGREEMENT bG- 01 >610 -WaN Page 1 of 5 X110751.10,4,2602 g • • IN WITNESS WHEREOF, the parties have executed this Memorandum of Option Agreement as of the date first written above. _ OPTIONOR: b 1 S,o 15610-0048 '_]0751.10 n04'610' KSL LAND HOLDINGS, INC., a Delaware corporation 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 M Its: President [SIGNATURES CONTINUED ON THE NEXT PAGE.] Page 2 of 5 0 0 [SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.] OPTIONEE: ATTEST: LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel By:_ Name: Its: 66015610 -0048 Page 3 of 5 '_70751 .10.04 26 02 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] 61 5 01 5610-004S Page 4 of 5 2_ 7075 L 10 a04 ?6'02 • • 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 m5610 -0048 Page 5 of 5 370751.10 a0+' -'6'0' • • 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: PARCEL A 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 89 055'34" 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 89 055'34" 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 46 043'49" 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 46 °39'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" 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 89 051'25" EAST, 859.04 FEET; THENCE NORTH 0 008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89 °51'25" 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 15 009'25" 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 89 051'25" 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 EXHIBIT "A" TO FORM OF MEMORANDUM OF OPTION AGREEMENT 615015610 -0048 Pape I of 7 170751.10 P4,26 02 • • 46 °47'58" 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 46 039'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 043'49" 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 2 012'44" 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74 059'10" 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 15 009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89 051'25" WEST, 155.06 FEET; THENCE SOUTH 0 008'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89 051'25" 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 13 017'09" AND AN ARC DISTANCE OF 476.51 FEET TO A 130INT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89 051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. '9015610 -0048 Page 2 of 7 '77i1. 10.04/_'601 E PARCEL C 0 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 2 °12'44" 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 297.88 FEET; THENCE NORTH 1 023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" 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 89 053'14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 130.09 FEET TO THE NORTHERLY :RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89 °53'14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" 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 89 °51'25" 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 89 °50'56" 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 89 °59'23" 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 89 °33'59" 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 89 033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND 615:015610 -0048 Page 3 Of 7 '_70751.10.04,26,02 • • NORTHEASTERLY ALONG. SAID CURVE THROUGH A CENTRAL ANGLE OF 105 027'16" 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 15 000'38" 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 89 059'23" EAST, 2514.64 FEET; THENCE NORTH 83002152" 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 2 °12'44" 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 89 055'34" 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 46 043'49" 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 46 039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89 °51'25" EAST, 767.06 FEET; THENCE SOUTH 41 015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 °12'44" 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 89 053'14" WEST, 2633.43 FEET; THENCE SOUTH 0 °00'06" EAST, 1320.62 FEET; THENCE SOUTH 89 "55'03" WEST, 20.00 FEET; THENCE SOUTH 0 °00'06" EAST, 420.29 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY 61015610 -w48 Page 4 of 7 170751.10 aWC6 02 • 0 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 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 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 46 "00'00" 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 76 "55'00" 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 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. 66 015610 -0048 Page 5 of 7 170751.10 .04'260'_ 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44 058'49" 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 89 059'23" 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 15 °00'38" 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 105 027'16" 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 89 033'59" 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 56 056'06" 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 1 034'00" 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 6 024'00" 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 56 044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28 °30'06" 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 28 030'00" 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 6'5 011610 -ows Page 6 Of 7 _']075 '.10 aO4 '26 02 • • NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89 053'20" 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 2 012'44" 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 2 °12'44" 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 89 051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2 °12'44" 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 89 051'25" 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 13 019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 041'28" 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 RADIUIS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS. 6 1 510156 10 -w4s Page 7 of 7 ?70751.10 u0112b 02 0 EXHIBIT "D" 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 42) Specific Plan 85 -006 (March 1985 /August 1985 /July 1989) - Resolution 89 -115 (City Council Approval: SPA 41) 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" TO OPTION AGREEMENT 61015610 -0048 2]0]51.10 �W'00'_ Page I of • 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 Malley Water District (re: Well Sites): September 7, 1999 Letter - Coachella Malley 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 & Giann6ne: 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): 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 -cw48 Page 2 Of 6 ? X0]51.10 a0J "_6'0? 0 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. Geoteclutical 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 dale (to be signed and witnessed). 615 015610 -0048 _17051.10 n04 2602 Page 3 of 6 • • 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 Hom 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 615 015610 -0048 '70751.10 A4P6 -02 Page 4 of 6 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 61 i 019610 -0048 ,0751. 10 ao 36 02 Page 5 of 6 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). Buyer acknowledges that Tenant has personal property on the premises which is the subject of the Lease. d. Shadow Lines Mapping. e. National Monument Bill. 61 015610-0048 Page 6 of 6 21,075 ,1,10 a04'26 02 g 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) d. Generator 4. Kennedv Ranch: N/A 5. Bunk House: a. Various office, special events materials SCHEDULE "1" TO EXHIBIT "D" TO OPTION AGREEMENT 615L015610 -0048 17075 1,10 n04,2 &02 Page I of 1 • • 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," 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 "). In the event that, despite KSL's use of commercially reasonable and diligent efforts, KSL has not secured from all applicable governmental agencies the necessary permit(s) required to relocate the Maintenance Facility, KSL shall have the option to extend the Automatic Termination Date with respect to the Maintenance Facility only for a period which shall automatically terminate, without notice, on the earlier of (a) the date that is ten (10) SCHEDULE "2" TO EXHIBIT "D" TO OPTION AGREEMENT 615,015610 -0048 Pagel of 6 170751.10.0426.01 0 • business days after the date that KSL secures the certificate of occupancy or such other equivalent certificate issued by the City with respect to such maintenance facility or (b) the date that is one hundred eighty days (180) after the Automatic Termination Date. KSL may exercise the foregoing extension option by delivering to Agency on or before the Automatic Termination Date written notification of such extension and a one time extension fee of Five Thousand Dollars ($5,000). Notwithstanding the foregoing or anything to the contrary set forth herein, Agency may revoke the Right of Entry (as hereinafter defined) at any time during the term hereof 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 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. Additionally, during any extension period, Agency may revoke the Right of Entry (as hereinafter defined) upon written notice to KSL in the event that in the reasonable judgment of Agency, KSL has failed to use commercially reasonable and diligent efforts to obtain the necessary permit(s) required to relocate the Maintenance Facility. 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 comer 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 2ind 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. 66.015610 -0048 Page 2 Of 6 '_]0]51.10 x04,26 02 4. Repair and Restoration of Propert y. 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 "). 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 GIi 015610 -0049 270751.10 a04V2602 Page 3 of • 0 (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 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. 615 015610 -W48 Paoe 4 Of 6 _70]51.10 nP /26.0'_ D • • (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. (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. G) 'rime 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 61501161()-0048 Page 5 of 6 '70751.10 ,0a 26 02 g 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 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. KSL DESERT RESORTS, INC., a Delaware corporation, By: Name: Its: President 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 Page 6 of 6 '_70751.10.04 26 '02 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: PARCEL A 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 89 055'34" 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 89 05534" 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 1ORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 46 °39'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" 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 0 008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89 °51'25" 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 15 009'25" 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 89 051'25" 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 EXHIBIT "A" TO FORM OF TEMPORARY RIGHT OF ENTRY AGREEMENT 6J5 DI W O-W48 '_'OT 1.10.0426.01_ Page I Of 7 46 047'58" 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 46 °39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 043'49" 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 0-04'16" 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 89 051'25" 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 2 °12'44" 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74 059'10" 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 15 009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89 051'25" 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 89 051'25" 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 13 017'09" 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 89 051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. 615 0136104M48 Page 2 of 7 2]0791.10 a03 26 02 0 PARCEL C E 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 2 °12'44" 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 297.88 FEET; THENCE NORTH 1 023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" 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 89 053'14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89 °53'14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" 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 89 °51'25" 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 89 °50'56" 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 89 °59'23" 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 89 °33'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE SOUTHEASTERLY AND 515x015610 -W48 Page 3 of 7 '_70751.10.04,26.0? D • • HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89 033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 027'16" 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 15 °00'38" 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 89 059'23" 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 2 °12'44" 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 0-04'16" 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 89 055'34" 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 46 °43'49" 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 46 039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 °47'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89 °51'25" EAST, 767.06 FEET; THENCE SOUTH 41 015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 012'44" 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: 61; 015610 -0048 Page 4 of 7 1 0751.10 n0426.02 • - • SOUTH 89 053'14" WEST, 2633.43 FEET; THENCE SOUTH 0 000'06" EAST, 1320.62 FEET; THENCE SOUTH 89 "55'03" 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 28 030'00" 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 11 002'55" AND AN ARC DISTANCE OF 122.68 FEET; . THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60 030'00" 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 40 050'00" West, 115.50 FEET; THENCE NORTH 75 035'00" WEST, 93.50 FEET; THENCE NORTH 36 040'00" WEST, 162.50 FEET; THENCE NORTH 19 °35'00" EAST, 61.50 FEET; THENCE NORTH 36 000'00" WEST, 172.50 FEET; THENCE NORTH 45 °15'00" WEST, 214.00 FEET; THENCE NORTH 43 °10'00" WEST, 173.00 FEET; THENCE NORTH 45 025'00" WEST, 146.00 FEET; THENCE NORTH 13 °55'00" WEST, 198.50 FEET; THENCE SOUTH 82 000'00" WEST, 182.00 FEET; THENCE NORTH 58 °15'00" WEST, 187.50 FEET; THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31 050'00" 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 2 040'00" WEST, 88.50 FEET; THENCE NORTH 14 °00'00" WEST, 202.00 FEET; THENCE NORTH 64 040'00" WEST, 186.00 FEET; THENCE NORTH 67 °50'00" WEST, 187.00 FEET; THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37 °10'00" WEST, 122.00 FEET; THENCE SOUTH 88 °20'00" 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 72 025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63 025'00" 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 77 030'00" 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 75 °50'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88 020'00" WEST, 75.50 FEET; THENCE NORTH 72 °20'00" WEST, 64.00 FEET; THENCE SOUTH 89 050'00" WEST, 88.50 FEET; THENCE NORTH 48 "10'00" WEST, 89.50 FEET; THENCE NORTH 38 035'00" 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 97 045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8 °05'00" EAST, 116.00 FEET; THENCE NORTH 7 005'00" 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 615015610 -0048 page 5 Of 7 270751.10.04,26 03 • . SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH 0 004'16" 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44 058'49" WEST, 36.66 FEET; THENCE SOUTH 83 002'52" 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 89 059'23" 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 15 000'38" 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 56 056'06" 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 1 034'00" 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 6 024'00" 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 56 044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28 °30'06" WEST, 615 0 15010-0048 270751 Page 6 of 7 _i0ao 26m0>_ g • • 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 28 030'00" 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 89 053'20" 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 2 °12'44" 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 2 °12'44" 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 2 °12'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2 012'44" 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 89 051'25" 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 1 041'28" 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING. PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS [5 01 '_70751.10 u04 26,0+_ Page 7 Of 7 0 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 buildin 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) d. Generator 4. Kennedv Ranch: N/A 5. Bunk House: a. Various office, special events materials EXHIBIT `B" TO FORM OF TEMPORARY eu 51Aa RIGHT OF ENTRY AGREEMENT ]]07 >L100 oM,2 6 02 � > E EXHIBIT "C" • DEPICTION OF THE MAINTENANCE FACILITY AND THE SOD FARM [SEE ATTACHED] EXHIBIT "C TO FORM OF TEMPORARY 615 015610 2 p,0v 37 0751.10 uW RIGHT OF ENTRY AGREEMENT , Ah O /t/ Ave S2 -- MAwrleNwJce ��CIL�tTy EXHIBIT "C" To Temporary Right of Entry Agreement Page I of 2 h h e r ZZ a �- FARM — EXHIBIT "C" To Temporary Right of Entry Agreement Page 2 of 2 • 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 ) [SPACE ABOVE 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 29, 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 Page 1 of 5 170751.10 .04,36,03 g NOW, THEREFORE, for hereby acknowledged: 1. RDA does hereby interest in and to the Option Agree QUITCLAIM: consideration, the receipt and sufficiency of which is release, and quitclaim all of RDA's right, title, and 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, I 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 "RDA": LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By:_ Name: CONTINUED ON NEXT PAGE] 615. 015610 -0016 Page 2 of 5 370]51.10 .01136,02 • 0 [SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.] "KSL ": KSL LAND HOLDINGS, INC., a Delaware corporation 0 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: Nai Its: President 6151015610 -0048 Page 3 Of 5 210751.10 00426/02 S • 0 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, personally appeared Notary Public, 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 eapacity(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 5 2]0]51.10 .04'16 02 0 0 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] 61501561 M048 Page 5 of 5 2_70751.10 A4 2610, g • 0 EXHIBIT "A" LEGAL DESCRIPTION THAT CERTAIN ][ZEAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCFT, A 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 89 055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0-06'19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES: NORTH 89 055'34" 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 46 043'49" 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 46 039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" 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 0 008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF SAID NORTH LINE, NORTH 89 °51'25" 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 15 009'25" 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 89 °51'25" 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 EXHIBIT "A" TO QUITCLAIM OF OPTION TO PURCHASE 615015610 -0048 pyooe 1 Oil 170751.10 .04/56 02 D 46 047'58" 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 46 °39'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 043'49" 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 0 °04'16" 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 89 051'25" 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 2 °12'44" 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 72 046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 74 059'10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE NORTHWESTERL Y ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15 009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89 °51'25" 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 89 051'25" 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 13 017'09" 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 89 °51'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. 615 015610 -004e Page 2 of l 270751.10 aw 26 02 g • • PARCH. 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 2 °12'44" 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 89 050'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 297.88 FEET; THENCE NORTH 1 023'37'" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" 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 2 °12'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89 °53'14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" 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 89 °51'25" 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 89 °50'56" 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 89 °59'23" 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 89 °33'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE SOUTHEASTERLY AND 66'015W -0048 Page 3 of 7 270751.10 .04126 02 g • • HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89 033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 °27'16" 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 15 000'38" 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 89 °59'23" 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 2 °12'44" 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 0 °04'16" 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 89 055'34" 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 46 043'49" 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 46 039'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89 °51'25" EAST, 767.06 FEET; THENCE SOUTH 41 015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE' OF JEFFERSON STREET, SOUTH 2 °12'44" 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: 6r> 0i5ei0 -0048 Page 4 of 7 1 ]0751 J 0 a04?6,0, g • • SOUTH 89 053'14 "' WEST, 2633.43 FEET; THENCE SOUTH 0 °00'06" EAST, 1320.62 FEET; THENCE SOUTH 89 055'03" 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 28 030'00" 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 11 002'55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60 030'00" 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 36 040'00" WEST, 162.50 FEET; THENCE NORTH 19 °35'00" EAST, 61.50 FEET; THENCE NORTE[ 36 000'00" WEST, 172.50 FEET; THENCE NORTH 45 °15'00" WEST, 214.00 FEET; THENCE NORTH 43 °10'00" WEST, 173.00 FEET; THENCE NORTH 45 025'00" WEST, 146.00 FEET; THENCE NORTH 13 °55'00" WEST, 198.50 FEET; THENCE SOUTH 82 000'00" WEST, 182.00 FEET; THENCE NORTH 58 °15'00" WEST, 187.50 FEET; THENCE NORTH 46 000'00" WEST, 180.50 FEET; THENCE NORTH 31 °50'00" 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 2 040'00" WEST, 88.50 FEET; THENCE NORTH 14 °00'00" WEST, 202.00 FEET; THENCE NORTH 64 040'00 "' WEST, 186.00 FEET; THENCE NORTH 67 °50'00" WEST, 187.00 FEET; THENCE SOUTH 76 055'00" WEST, 124.00 FEET; THENCE SOUTH 37 °10'00" WEST, 122.00 FEET; THENCE SOUTH 88 °20'00" 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 72 025'00" 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 77 030'00" 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 75 °50'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105 045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88 °20'00" WEST, 75.50 FEET; THENCE NORTH 72 °20'00" WEST, 64.00 FEET; THENCE SOUTH 89 050'00" WEST, 88.50 FEET; THENCE NORTH 48 °10'00" WEST, 89.50 FEET; THENCE NORTH 38 °35'00" 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 97 045'00" 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 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 615 015610 -0048 Page 5 of l ^70751 -10 ao4 26 0' 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 89 °50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2 012'44" WEST, '74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44 058'49" 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 89 059'23" 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 15 000'38" 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 105 02716" 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 89 °33'59" 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 56 056'06" 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 1 034'00" 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 6 024'00" 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 56 044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28 °30'06" WEST, 6151 015610 -0048 Page 6 Oi l 270751.10x0 '6'02 9 0 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 28 030'00" 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 89 053'20" 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 2 °12'44" 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 2 012'44" 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 89 051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2 °12'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2 °12'44" 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 89 051'25" 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 13 019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 041'28" 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 72 046'26" 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 Page 7 of 7 2]0]51.10 a0@E02 g