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KSL/Agr Containing Covenants - 2002Fidelity National 'Title Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: KSL Land Holdings, Inc. 50 -905 Avenida Bermudas La Quinta, California 92253 Attn.: Mr. Chevis Hosea DOC N 2002- 352578 00/27/2002 Conformed Copy Has not been compared with original Gary L Orso County of Riverside Assessor, County Clerk d Recorder Escrow No. 140678 —LRC (Space Above this Line is for Recorder's Use Only) Order No. 9772041 -01 AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY This AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement ") is dated for reference purposes only as of this 18 day of/J,( t *2002, by and *June between KSL Land Holdings, Inc., a Delaware Corporatidi "KSL' , KSL Desert Resorts, Inc., a Delaware corporation ( "Desert Resorts ") and the La Quinta Redevelopment Agency, a public body, corporate and politic ( "Agency"). KSL, Desert Resorts, and Agency may hereinafter referred to together as the "Parties" and individually as a "Part". * *and KSL Land Holdings, Inc., a Delaware corporation as Trustee and nominee under Land Trust Agreement datJ elmbeArL2 1993 A. Concurrently herewith, Agency is purchasing from KSL a fee interest in that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit "A ", as attached hereto and herein incorporated (the "Agency Property"). B. Desert Resorts is the owner (the "Benefited Owner") in fee of that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit `B ", as attached hereto and herein incorporated (the "Benefited Property"), which Benefited Property is adjacent to or in close proximity with the Agency Property. C. As a condition to the sale of the Agency Property to Agency, KSL requires that Agency comply with certain use restrictions of limited duration concerning the Agency Property. D. The Parties desire to enter into this Agreement to, among other things, set forth certain the provisions concerning the use of the Agency Property during the time period more specifically set forth herein, all as more particularly described herein. COVENANTS Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, Agency and KSL hereby agree as follows: 615/015610 -0048 288100.01 a05124 /02 Page 1 (1) Term. This Agreement and the CC &Rs (as defined in Section 2 below) shall run with the Property and the Benefited Property, effective upon the date that this Agreement is recorded in the Official Records of Riverside, California (the "Effective Date ") and shall automatically terminate without notice upon the earlier of (i) seven (7) years from the Effective Date (the "Automatic Outside Expiration Date "), or (ii) the date prior to the Automatic Outside Expiration Date that the Benefited Owner either (a) sold, transferred, or assigned, one or more times and from time to time, in the aggregate, a controlling interest in the Benefited Owner, to an unrelated third party, or (b) sold, transferred or assigned fee title to the Benefited Property to an unrelated third party (the occurrence of an event described in (a) or (b) is hereinafter referred to as the "Automatic Earlier Expiration Date'). As used herein, (a) an "unrelated third party' means a person, firm, or entity, including but not limited to a sole proprietorship, general or limited partnership, limited liability company, or corporation, whose controlling or managing general partner(s), managing member, or majority shareholder(s) are not the principals who own the majority of shares of KSL as of the Reference Date of this Agreement, and (b) a "controlling interest" shall mean an ownership interest(s) in an entity which in the aggregate, gives the owner thereof the right to control the management and policies of that entity. KSL shall provide written notice to Agency of a transfer or assignment, to an unrelated third party, of a controlling interest in the Benefited Owner. The period of effectiveness of this Agreement and the CC &Rs, as set forth in the first sentence of this Section 1 shall hereinafter be referred to as the "Term ". Upon the expiration of the Tenn of this Agreement, the CC &Rs shall automatically terminate without further action of KSL, Agency, or any owner of the Agency Property or the Benefited Property. Upon expiration of this Agreement and the CC &Rs, the Benefited Owner, or its successor, if applicable, shall, at Agency's, or any of Agency's successors or assigns, as applicable, written request, promptly sign and deliver to Agency, or its successors or assigns, as applicable, a quitclaim deed or other form of recordable instrument as may be required by and acceptable to the Title Company in order to remove this Agreement as a cloud on title to the Property. (2) CC &Rs: Restriction. The Agency hereby agrees that the covenants, conditions, rights and restrictions (collectively the "CC &Rs ") set forth in this Agreement shall be equitable servitudes, shall run with and bind the Agency Property and shall be binding upon all parties having or acquiring any right or title in the Agency Property or any part thereof, and are imposed upon said interests and every part thereof during the Term. The Agency Property shall be subject to the following condition, covenant and restriction (collectively, the "Restriction "): (a) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any hotel, motel, travel lodge, or resort, which, in the aggregate, consist of more than two hundred (250) rentable units; provided, however, the Condo -Hotel (as hereinafter defined) units described in Section 2(b) below shall not be counted when calculating the rentable units allowable under this Section 2(a). (b) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any "Condo - Hotel" (as hereinafter defined), which, in the aggregate, contains more than three hundred (300) rentable units or five hundred (500) separate "lock- offs" or "keys" (i.e., units with two or more dwelling areas which may be separately accessed by key and which are rented on a "per night" basis), whichever is less; provided, however, the hotel, motel, travel lodge or resort units described in Section 2(a) above shall not be counted when calculating the rentable units 619015610 -0048 288100.01 ao5rz4i02 Page 2 allowable under this Section 2(b). As used herein, the term "Condo - Hotel" shall mean one or more developments that is /are a fractional or time -share condominium project in which owners of units are limited to occupancy for a specified number of days per year and which may, but is not required to, contain units with multiple "lock- offs" or "keys" (as described above). (c) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any meeting or conference rooms within any facilities described in subsections 2(a) and 2(b) above, which in the aggregate, exceed ten thousand (10,000) total square feet; provided, however, any public community facilities containing meeting and/or conference rooms located upon the Agency Property shall not be counted when calculating the 10,000 total square feet of meeting and conference rooms allowable on the Agency Property. (d) To the extent permitted by all applicable laws, regulations, rules, and opinions promulgated by any regulatory body with jurisdiction over the Agency Property (excluding the City of La Quinta, except as may be necessary for protection of the public health or safety), including, without limitation, the California Department of Real Estate and/or the California Department of Corporations, rental rates (excluding all applicable taxes and fees) for the units located on the Agency Property shall not exceed seventy percent (70 %) of the published rates for rentable units of similar type and nature at The La Quinta Resort & Club, located at 49 -499 Eisenhower Drive, La Quinta, California 92253, which are in effect from time to time. Notwithstanding the foregoing, if any price restriction under the first sentence of this Section 2(d) shall result in a nightly rent of less than $125.00 for any particular unit located upon the Agency Property, then it shall be permissible hereunder for such unit to be offered at $125.00 per unit per night and, accordingly, in no event shall Agency, or any of Agency's successors or assigns, if applicable, be prohibited from offering rental rates of at least $125.00 per night for any unit located upon the Agency Property. The $125.00 floor set forth in the preceding sentence shall be adjusted annually as of each March I", commencing on the March 151 of the calendar year that is subsequent to the Effective Date during the Term, by the Consumer Price Index applicable to Riverside County (the "CPI "), comparing the CPI as of the immediately prior December I" to the prior December I"; provided, however, notwithstanding the foregoing or any other provision to the contrary set forth herein, in no event shall such CPI adjustment result in a lower rental floor than $125.00 per night. (3) General Provisions. (a) Waiver; Attorneys' Fees. Failure of KSL to enforce the Restriction in any certain instance or on any particular occasion shall not be deemed a waiver of such right as to any future breach of the Restriction. If any action shall be instituted in connection with this Restriction, the party prevailing in such action shall be entitled to recover from the other party all of its costs of action including reasonable attorneys' fees as fixed by the court therein. 61x015610 -0048 288100.01 a05124/02 Page 3 (b) Severabilitv. Invalidation of any one or a portion of these covenants, conditions and restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. (c) Singular Includes Plural. Whenever the context of this Agreement requires the same, the singular shall include the plural and the masculine shall include the feminine and the neuter. (d) Notices. Any notice to be given to KSL or Agency shall be in writing and shall be deemed to have been properly delivered when directed to such addressee as follows: If to KSL: 50 -905 Avenida Bermudas La Quinta, California 92253 Attention: Legal Department If to Agency: La Quinta Redevelopment Agency 78 -495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 The foregoing addresses may be changed by written notice given in accordance with this Section. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or any legal holiday, or any day in which La Quinta City Hall is closed for business, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday, legal holiday, or day that La Quinta City Hall is closed for business. (e) Effect of CC &R's. These CC &R's are made for the purposes set forth herein and neither Agency nor KSL makes any warranties or representations, express or implied to each other as to the binding effect or enforceability of all or any portion of such CC &R's, or as to the compliance of any of these provisions with public laws, ordinances and regulations applicable thereto. (f) Mortgagee Protection. No breach or violation of this Agreement shall defeat or render invalid the lien of any mortgage, deed of trust or similar instrument (a "Mortgage ") securing a loan made in good faith and for value with respect to the Benefited Property or the Agency Property, or any portion thereof, provided, that, during the Term, all of the CC &R's shall be binding upon and effective against any subsequent owner of the Agency Property whose title is acquired by or as a result of foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise pursuant to such liens rights, but such subsequent owner shall take title free and clear of any liability for violations occurring prior to such transfer of title. (g) Amendment. This Agreement may only be amended or modified only by an instrument in writing, as approved by the governing board of both KSL and Agency. (h) Counterparts. This Agreement may be executed in several original counterparts, each of which and all together will constitute this Agreement in its entirety. 615/015610 -0048 Page 4 288100.01 a0524/0? (i) Default; Remedies. If any party hereto fails to timely perform any term or provision of this Agreement which it is obligated to perform, such party shall be in default of this Agreement; provided, however, the party shall not be deemed to be in default if (i) such party cures, corrects, or remedies such default within thirty (30) days after receipt of written notice from.the other party specifying such failure, or,(ii) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if such party commences to cure, correct, or remedy such failure within thirty (30) days after receipt of written notice specifying such failure and thereafter diligently prosecutes such cure, correction, or remedy to completion. If a default of either Party or its respective successors or assigns, if applicable, is not timely cured, corrected, or remedied, the remedy for an uncured default by the defaulting Party or its respective successors or assigns, if applicable, notwithstanding anything in this Agreement, the Option Agreement, the Purchase Agreement, or any other agreement to the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by, California law. In no event shall there be any entitlement, under this Agreement, to recover damages from any defaulting party or its respective successors or assigns for a default of this Agreement, and such limitation shall specifically preclude all parties to this Agreement and their respective successors or assigns, if applicable, from recovering from one another or their successors or assigns any monetary, consequential, or economic damages of any kind or nature for a defaulting party's default of this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURES FOLLOW.] 615/0156100048 page 5 288100.01 a05/24102 IN WITNESS WHEREOF, the parties have executed this Agreement Containing Covenants Affecting Real Property as of the date first written above. ATTEST: Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel KSL LAND HOLDINGS, INC., a Delaware corporation, i�nddi�vidually and as Trustee* Its: Presideht and nominee of the Land Trust Agreement dated December 22, 1993 KSL DESERT RESORTS, INC., a Delaware corporation, , LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Name: Its: 615/015610 -0048 288100.01 so5n410 Page 6 IN WITNESS WHEREOF, the parties have executed this Agreement Containing Covenants Affecting Real Property as of the date first written above. KSL LAND HOLDINGS, INC., a Delaware corporation, By: Name: Larry E. Lichliter Its: President KSL DESERT RESORTS, INC., a Delaware corporation, Its: ATTEST: LA QUINTA REDEVELOPMENT AGENCY, a public body, core rate and politic gency Secretary By�ti ^ gilt Name: Thomas P. Genovese APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agency Counsel 615/015610 -0048 288100.01 a0524/02 Page 6 STATE OF CALIFORNLA ) ss. COUNTY OF RIVERSIDE ) / _ 1. On ;_l L {.e1 �� �C�c y before me,3 �1L/(�.� -/�/ a notary public in and for said State, personally appeared LARRY E. LICHLITER, personally known to me ( to be the persons') whose name) is/are- subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her/thuir authorized capacity(iesj, and that by his/h®rAbeir signature(,n'f on the instrument the person, or the entity upon behalf of which the persono. acted, executed the instrument. pNESS y hand and offfiqiAl se BARBARA LARSH t� Commission # i?&i424.. Nota r i "m .,� y ftt* - Califbq io (Seal) - . „ layerWe County Ir MyCarnrrt6piesDoc 12104 STATE OF CALIFORNIA ) ) ss. COUNTY OF J / On !/ l l ftfF �Ci i �f >U. before me, WL%C. irC�-L1L1 �`\ a notary public in and for said State, personally appeared LA—- F -IciKl -e�eFrc personally known to me on the basis tisl or*-euideRe0 to be the persono whose name(s) is/amsubscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/hef/their authorized capacity(ie&')-, and that by bis/hen4heir- signature(s') on the instrument the person), or the entity upon behalf of which the person(sr acted, executed the instrument. W SS y hand and al seal. BMA, t�H� ✓ -/% &Clry listan# tOs4z4 / t-G Gib �J <�l (Seal) _ W Comm.6q kM Dec22.20D4 6151015610 -0048 Page 2 288092.01 a0W13102 STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On before me, a notary public in and for said State, personally appeared LARRY E. LICHLITER, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (Seal) STATE OF CALIFORNIA ) ss. COUNTY OF RiveMS Lae) On tO a S! 2 before me, o a notary public in and for said State, personally appeared. Jh a or Cos v ear personall ]mown to me (o to be the person(7whose name(p is /are - subscribed to the within instrument and acknowledged to me that he /sheh -hey executed the same in his/herAheir, authorized capacity(ic#, and that by his/herAhek signature( on the instrument the persono, or the entity upon behalf of which the perso ) acted, executed the instrument. W SS my hand and official seal. (Seal) 616/015610 -0048 Page 2 288092.01 .06/13 /02 g GMYCO- - PHYLLIS MANLEY n"M Commission #; 1196590 NoieyPub3ic- Ca;itoma Riveolde County Fames Oct 16.20 VP 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 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 °51'25" 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 2881 W0 0 /24 EXHIBIT "A" - Page 1 288100.01 a0i/24/02 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 46 039'23" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46 043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89 055'34" 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 °51'25" 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 13 017'09" 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. 288100.01 a05/2 EXHIBIT "A" - Page 2 288100.01 a05/24/02 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 °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 2 012'44" 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 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 615/015610 -0048 288100.01 .05/24/02 EXHIBIT "A" - Page 3 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 74 058'44" 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 44 058'49" 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 2 012'44" 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: 8/00.0 . 1 0511 28 8 EXHIBIT "A" - Page 4 288100.01 a08/2i/02 SOUTH 89 053'14" WEST, 2633.43 FEET; THENCE SOUTH 0 000'06" EAST, 1320.62 FEET; THENCE SOUTH 89 055'03" 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 11 002'55" AND AN ARC DISTANCE OF 122.68 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60 °30'00" WEST, 59.57 FEET; THENCE NORTH 74 °00'00" 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 °40'00" 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 31 050'00" WEST, 108.00 FEET; THENCE NORTH 5 055'00" WEST, 209.00 FEET; THENCE NORTH 10 020'00" EAST, 180.50 FEET; THE14CE 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 88 020'00" 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 615/015610-0048 OO2 EXHIBIT "A" - Page 5 288100.01 a05 /2J/02 SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE NORTH 0-04'16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING. PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS. PARCEL3 THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9, SOUTH 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, 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 74 058'44" 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 34 037'54" 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 28 013'54" 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, 615/015610-0048 288100.07 .05/24102 EXHIBIT "A" - Page 6 74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 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 2 012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 023'37" 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 2 012'44" EAST, 235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2 012'44" EAST, 418.00 FEET; THENCE NORTH 41 015'00" 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 288100.01 so5/24/02 EXHIBIT "A" - Page 7 EXHIBIT "B" LEGAL DESCRIPTION OF BENEFITED PROPERTY LOT 30 OF LOT LINE ADJUSTMENT NO. 2000 -334 RECORDED JUNE 8, 2000 AS INSTRUMENT NO. 2000 - 218912 IN OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 615/015610.0068 288100.01 a05n6/02 EXHIBIT `B" Fidelity National Title company RECORDING REQUESTED BY AND vaIEN RECORDED MAIL TO: KSL Land Holdings, Inc. 50-905 Avenida Bermudas La Quinta, California 92253 Arm.: Mr. Chevis Hosea Escrow No. 140678 -LRc Order No. 9772041 -01 DOC M 2002 - 362678 eemraaas ":am r «:wc e«erw iioificial a..e.ao cv. ty of alvwlde Cary L. areveew. eet Clark a a.e..r.. AGREEMENT CONTAINING COVENANTS AFFECTING REAL, PROPERTY C This AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement') is dated for reference purposes only n of this l8 day ofAlgl *2002, by and"une between KSL Land Holdings, Inc., a Delaware Corporatioh#"KSL'), KSL Desert Resorts, Inc., a Delaware corporation ("Desert Resorts") and the L Quints Redevelopment Agency, a public body, corporate and politic ( "Agency'). KSL, Desert Resorts, and Agency may hereinafter referred to together as the "Parties" and individually as ■ "P�. **and KSL 1011t Holdings, Inc., a Delaware corporation as Trustee and nominee under Land Trust Agreement dated Dr,S embgreZ, 1993 A. Concurrently herewith, Agency is purchasing from KSL a fee interest in that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit "A ". as attached hereto and herein incorporated (the "Agency Property. B. Desert Resorts is the owner (the "Benefited Owner') in fee of that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit "B ". as attached hereto and herein incorporated (the 'Benefited Property'), which Benefited Property is adjacent to or in close proximity with the Agency Property. C_ As a condition to the We of the Agency Property to Agency, KSL requires that Agency comply with certain use restrictions of limited duration concerning the Agency Property. D. The Parties desire to enter into this Agreement to, among other things, set forth certain the provisions concerning the use of the Agency Property during the time period more specifically set forth herein, all as more particularly described herein. CQv_ENANI5 Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, Agency and KSL hereby agree as follows: ."Yll."I.AO" IWO Page 1 Description: Riverside,CA Document- Year. DoclD 2002.352578 Page: 1 of 17 Order: 9772041 Comment: nno mmm M im AGREEMENT CONTAINING COVENANTS AFFECTING REAL, PROPERTY C This AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY (the "Agreement') is dated for reference purposes only n of this l8 day ofAlgl *2002, by and"une between KSL Land Holdings, Inc., a Delaware Corporatioh#"KSL'), KSL Desert Resorts, Inc., a Delaware corporation ("Desert Resorts") and the L Quints Redevelopment Agency, a public body, corporate and politic ( "Agency'). KSL, Desert Resorts, and Agency may hereinafter referred to together as the "Parties" and individually as ■ "P�. **and KSL 1011t Holdings, Inc., a Delaware corporation as Trustee and nominee under Land Trust Agreement dated Dr,S embgreZ, 1993 A. Concurrently herewith, Agency is purchasing from KSL a fee interest in that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit "A ". as attached hereto and herein incorporated (the "Agency Property. B. Desert Resorts is the owner (the "Benefited Owner') in fee of that certain real property located in the County of Riverside, State of California, more particularly described in Exhibit "B ". as attached hereto and herein incorporated (the 'Benefited Property'), which Benefited Property is adjacent to or in close proximity with the Agency Property. C_ As a condition to the We of the Agency Property to Agency, KSL requires that Agency comply with certain use restrictions of limited duration concerning the Agency Property. D. The Parties desire to enter into this Agreement to, among other things, set forth certain the provisions concerning the use of the Agency Property during the time period more specifically set forth herein, all as more particularly described herein. CQv_ENANI5 Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, Agency and KSL hereby agree as follows: ."Yll."I.AO" IWO Page 1 Description: Riverside,CA Document- Year. DoclD 2002.352578 Page: 1 of 17 Order: 9772041 Comment: (1) r =. This Agreement and the CC&Rs (as defined in Section 2 below) shall run with the Property and the Benefited Property, effective upon the data that this Agreement is recorded in the Official Records of Riverside, California (the "Effective Date") and shall automatically terminate without notice upon the earlier of W seven (7) years from the Effective Date (the "Automatic Outside Expiration Date'% or (ii) the date prior to the Automatic Outside Expiration Date that the Benefited Owner either (a) sold, transferred, or assigD4 one or more times and from time to time, in the aggregate, a controlling interest is the Beaefitod Owner, to an. unrelated third party, or (b) sold, transferred or assigned fee title to the Benefited Property to an unrelated third party (the occurrence of on event described in (a) or (b) is hereinafter referred to as the "Automatic Earlier Expiration Date"). As used herein, (a) m'elated third party" means a person, firm, or entity, including but not limited to a sole proprietorship, general or limited partnership, limited liability company, or corporation, whose controlling or managing general partner($), managing member, or majority shambolder(s) are not the principa4 who own the majority of shares of KSL as of the Reference Date of this Agreement, and (b) a "controlling interest" shall mean an ownership interest(s) in an entity which in the aggregate, gives the owner N s t thereof the right to control the management and policies of that entity. KSL shall provide written it notice to Agency of a transfer or assignment, to an unrelated third party, of a controlling interest in the Benefited Owner. The period of effectiveness of this Agroaneat and the CC&Ra, as set ti Y forth in the first sentence of this Section I shall hereinafter be referred to as the 'lam ". Upon the expiration of the Term of this Agreement, the CC&Rs shall automatically terminate without further action of KSL, Agency, or any owner of the Agency Property or the Benefited Property. Upon expiration of this Agreement and the CC&R -% the Ben efited Owner, or its successor, if applicable, shall, at Agency's, or any of Agency's successors or assigns. as applicable, written request, promptly sign and deliver to Agency, or its successors or assigns, as applicable, a quitclaim deed or other form of rccordeble instrtument as may be required by and acceptable to the Title Company in order to remove this Agreement as a cloud on title to the Property. (2) CC&Rs: Restriction. The Agency hereby agrees that the covenants, conditions, rights and restrictions (collectively the "CC&Rs") set forth in this Agreement shall be equitable servitudes, shall run with and bind the Agency Property and shall be binding upon all parties having or acquiring any right or title in the Agency Property or any part thereof, and are imposed upon said interests and every part thereof during the 'tam. The Agency Property shall be subject to the following condition, covenant and restriction (collectively, the "Restriction'): (a) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for Purposes of operating any hotel, motel, travel lodge, or resort, which, in the aggregate, consist of more than two hundred (250) rentable units; provided, however, the Condo -Hotel (as hereinafter defined) units described in Section 2(b) below shall not be counted when calculating the rentable units allowable under this Section 2(a). (b) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any "Condo - Hotel" (as hereinafter defined), which, in the aggregate, contains more than three hundred (300) rentable units or five hundred (500) separate "lock -offs" or "keys' (i.e., units with two or more dwelling areas which may be separately accessed by key and which are rented on a "per night" basis), whichever is less; provided, however, the hotel, motel, travel lodge or resort units described in Section 2(a) above shall not be counted when calculating the rentable units Iism»,oaa, Page 2 r,,,ouoi .os Description: Riverside, CA Document- Year.DociD 2002.352578 Page: 2 of 17 order. 9772041 Comment: allowable under this Section 2(b). As used herein, the term -Condo-Hotel" shall mean one or more devclopmcots that is/are a fractional or time -shah condominium project in which owners of units are limited to occupancy for a specified number of days per year and which may, but is not required to. contain units with multiple "lock -offs" or "keys" (as described above). (c) Neither the Agency Property nor any part thereof, shall be used in whole or in part, for purposes of operating any meeting or conference rooms within any facilities described in subsections 2(a) and 2(b) above, which in the aggregate, exceed ten thousand (10,OD0) total square feet; provided, however, any public community facilities no ts containing meeting and/or conference rooms located upon the Agency Property be counted wben calculating the 10.000 total square fed of meeting and conference moms allowable on the Agency Property. (d) To the extent permitted by all applicable laws, regulations, rules, and opinions promulgated by any regulatory body with jtuisdiction over the Agency Property (excluding the City of Ii Quints, except as may be necessary for protection of the public health or safety), including, without limitation, the California Department of Real Estate and/or the California Department of Corporations, rental rates (excluding all applicable taxes and fees) for the units located on the Agency Property shag not exceed seventy percent (70%) of the published rates for rentable units of similar type Rod name at The Is Quints Resort & Club, located at 49499 Eisenhower Drive, La Quinta, California 92253, which are in effect from time to time. Notwithstanding the foregoing, if any price restriction under the first sentence of this Section 2(d) shall result in a nightly rent of less than 5125.00 for any particular unit located upon the Agency Property, then it shall be permissible hereunder for such unit to be offered at $125.00 per unit per night and. accordingly, in no event shall Agency, or any of Agency's successors or assigns, if applicable, be prohibited from offering rental rata of at least $125.0o per night for any unit located upon the Agency Property. The $125.00 floor sd forth in the preceding sentence shall be adjusted annually as of each March 11, commencing on the March 1° of the calendar year that is subsequent to the Effective Date during the Term, b the Consumer Price Index applicable to Riverside County (the "CPrl, comparing the of the immediately prior December la to the prior December l °; provided, however, notwithstanding the foregoing or any other provision to the contrary set forth herein, in no event shall such CPI adjustment result in a lower rental floor than $125.00 per night. (3) General Provisions. (a) waiver, Attorneys' Fees. Failure of KSL to enforce the Restriction in any certain instance or on any particular occasion shall not be deemed a waiver of such right as to any future breach of the Restriction. If any action shall be instituted in connection with this Restriction, the party prevailing in such action shall be entitled to recover from the other perry all of its costs of action including reasonable attorneys' fees as fixed by the court therein. IINI���Ili��lll�l�luill�l�ilgilt � 17 61W[361 . Page 3 1.91M.01 asn"z Description: Riverside, CA Document- Year. DocID 2002.352578 Page: 3 of 17 Order. 9772041 Comment: (b) Severabi lity. lnvalidation of any one or a portion of these covenants, conditions and restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. (c) Sinuler lnchtdu PIMA. Whenever the context of this Agreement requires the same, the singular shall include the phtral and the masculine shall include the feminine and the neuter. (d) joti p. Any notice to be given to KSL or Agency shall be in writing and shall be deemed to have been properly delivered when directed to such addressee as follows: If to KSL: 50-905 Avenida Bermudas La Quints, Califomis 92253 Attention: Legal Department If to Agency: La Quints Redevelopment Agency 7&495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 �s= 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 Quints City Hall is closed for business, then such date EM shall automatically be extended to the next business day immediately following such Saturday. Sunday, legal holiday, or day that IA Quints City Hall is closed for business. (e) Effect of CC &R's. These CC&R's are made for the purposes set forth herein and neither Agency nor KSL makes any warranties or representations, express or implied to each other as to the binding effect or enforceability of all or any portion of such CC&R's, or as to the compliance of any of these provisions with public laws, ordinances and regulations applicable thereto. (t) Morit spa Protection. No breach or violation of this Agreement shall defeat or render invalid the lien of any mortgage, deed of trust or similar instrument (a "Mortgage') securing a loan made in good faith and for value with respect to the Benefited Property or the Agency Property, or any portion therco� provided, that, during the Term, all of the CC&R's shall be binding upon and effective against any subsequent owner of the Agency Property whose title is acquired by or as a result of foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise pursuant to such liens rigbts, but such subsequent owner shall take title free and clear of any liability for violations occurring prior to such transfer of title. (g) Amendment. This Agreement may only be amended or modified only by an instrument in writing, as approved by the governing board of both KSL and Agency. (h) Countervatts. This Agreement may be executed in several original counterparts, each of which and all together will constitute this Agreement in its entirety. 'IWIS61&p Page 4 166100019111"I Description: Riverside, CA Document- Year.DoclD 2002.352578 Page: 4 of 17 Order: 9772041 Comment: (i) Aef olt: Remedies. If any party hereto f a to timely perform any term or. provision of this Agreement which it is obligated to perform, such party shall be in default of this Agreement; provided, however, the party shall not. be deemed to be in default if (i) such party cure&, corrects, or remedies such default within thirty (30) days after receipt of written notice from the other party specifying such failure, or (ti) for such defaults that cannot reasonably be cured, corrected, or remedied within thirty (30) days, if such party =nmences to cum correct, or remedy such fmlure within thirty (30) days after receipt of written notice specifying such far7um and thereafter diligently prosecute& such cure, correction, or remedy to completion If ■ default of either Party or its respective successors or assigns, if applicable, is not timely cured, corrected, or remedied, the remedy for an uncured default by the defaulting Party or its respective successors or assigns, if applicable, notwithstanding anything in this Agreement, the Option Agreement, the Purchase Agrsenrent, 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 them be any entitlement, under this Agreement, to recover damages from any defaulting party or its respective successors or assigns for a default of this Agreement, and such limitation shall specifically preclude all parties to this Agreement and their respective successors or assigns, if applicable, fiom recovering from one another or their successors or assigns any monetary, consequential, or economic damages of any kind or nature for a defaulting party's default of this AgreemenL ITFFE REMAINDER OFTHIS PAGE INTENTIONALLY LEFT BLANK SIGNATURES FOLLOW.] I N 11 Ell 111111111 IS 1� IT 11111 3 of Page s Description: Riverside,CA Document- Year DOCID 2002.352578 Page: 5 of 17 Order: 9772041 Comment: IN VM74M WHEREOF, the parties have executed this Agreement Containing Covenants Affecting Real Property as of the date first written above. rl�� Agency Secretary APPROVED AS TO FORM: RUfAN & TUCKER, LLP Agency Counsel KSL LAND HOLDINGS, INC, a Delaware corporation, indiyldually and as Trustee* B . Lic ]ts: Presi and nominde of the Land Trust Agreement dated December 22, 1993 KSL DESERT RESORTS, INC, a Delaware oorp=6013 Its: LA QUINfA REDEVELOPMENT AGENCY, a public body, corporate and politic III I�II��IIN�I�III�IHI��INV n�7/?W A M601W1 l Page 6 "91w.01 W"7 z Description: Riverside, CA Document- Year.DoclD 2002.352578 Page: 6 of 17 Order. 9772041 Comment IN WITNESS WHEREOF, the parties bave executed this Agreement Containing Covenants Affecting Real Property as of the date first written above. La oul', x 11C�G� %/Ji»enf ATTEST: lul l� zztl Q gcncy Secretary APPROVED AS TO FORM: RUTAN & TUCKER, LLP Agcncy Counsel' KSL LAND HOLDINGS, INC., a Delaware corporation, By. Name: Larry E- Lichhter Its: Precedent KSL DESERT RESORTS, INC., a Delaware corporation, By. Name• Its: — LA QUINTA REDEVELOPMENT AGE�NC�Y, a public body, co to and politic Name: Thomas P. Genovese III fill fill VI11IAIVinif III III 111 °�_ 7 .( 0 .Moi .oen. Page 6 Description: Riverside, CA Document- Year.DocID 2002.352578 Page: 7 of 17 Order: 9772041 Comment: STATE OF CALIFORNIA ) ) as. COUNTY OF RIVERSIDE ) On I L ?A!iF tf!r ' b'i, before me, d7L41 tXU[C notary public in and for said State, pa&mWly appeared LARRY E. LICHLITER personally ►-sown to me ( to be the person(ay whose narney) is/are- subscribed to the within instrument and selmowledged to me that br/shetth,ry executed the same in Lisibefteeir authorized capadty(ies� and that by hiVbwAhcir si®rarure on the instr unent the persano, or the entity upon behalf of which the person) acted, executed the instrument W $ y hand and offi I sell aaaanaa UasH ifortmlulm / 12B -%Q4. Lt ids It (Seal) a Wilde oLady as s A*CarMB0w aan.� STATE OF CALIFORNIA ) s& COUNTY OF t(�t UK -51'X ) p / On U J (AIVF � r %1 before me, . YGZ [ ll fJ�\ a notary public in and for said State, personally appeared personal]] )mown to me the basis to be the person; whose nerne(y) is/ars- subscribed to the within instrument and acknowledged to me that hdshaghey executed the same in bia/hen4he r authorized capacity(i*. and that by hisTha;Ahok- signaturc(s) on the insmuent the person(►), or the entity upon behalf of which the personal acted, executed the instrument. SS my hand and p dal s . straw LAM �/ cu,.orrv,a tmws �CCi.�)!L(6Z 6'L10 (Seal) e.a�eacemr*f r.vC , BOe.naczzM IN 11111111111111111111111111 w�; � of 37 srwir,l0 Page 2 1=20 mvuar B Description: Riverside, CA Document- Year.DociD 2002.352578 Page: 8 of 17 Order.' 9772041 Comment: STATE OF CALIFORNIA ) ) SL COUNTY OF RIVERSIDE ) On before me, , a notary public in and for said State, personally appeared LARRY E. LICii XrM personally (mown to me (or proved to me on the basis of satizbetory evidence) to be the person(s) whose name(s) is/are subsmbed to the within inswmeat and acknowledged to me that helshe/they executed the same in his/her/their authorized eapaeity(ta� and that by his/ba /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted executed the instrument WTTNESS my hand and official seal. (Seal) STATE OF CALIFORNIA ) ) as. COUNTY OF Rlveas�da) On elasloa. before me . a notary public in and for said State, personally appeared L%t. �r P. G ti.-L <. personal] (mown to me (o to be the person(7whose name( f) is/are subscribed to the within instrument And acknowledged to me that he/Wm hcrexecuted the same in hisAren46ea authorized eapacity(ies), and that by hisIbmiikw sigtawco on the instrument the person d), or the entity upon behalf of which the perso5W acted executed the instrumenL S my hand and official seal. (Scal) PHrua MAWEY Cwvnb*m a 1196590 Notary PUbM- Conomb y fa OWCO� Ej* Fits Oa 149m2 Page 2 :nwio� .oyua B Description: Riverside, CA Document- Year poc/D 2002.352578 Page: 9 of 17 Order 9772041 Comment: ' STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) on before me, . a notary public in and for said State. personally appeared LARRY E. LICHLITER, Personally (mown to me (or proved to me on the basis of satishicto y evidence) to be the person(s) whose name(s) wan: subscribed to the within instrument and aeJmowledged to me that be/she/they executed the same in his/ber/their authorized capacity(ies� and that by his/hczhhcir signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument WTPNESS my hand and official seal. (Seal) STATE OF CALIFORNIA ) COUNTY OF Rhe"t" ) tO S to �- before On m a S notary public in and for said State, personally appeared moo. Lw I P. dr w L&J personal) (mown to me (o to be the person(27whose )lame(#) is/are-subscribed to the within instrument and acknowledged to me that he/Wwomy-executed the same in hivbcrM2ecL authorized capacity(ies), and that by hia/herAhav sipanveo on the instrument the persor44. or the entity upon behalf of which the person acted, executed the instrument Vjr S my hand and official seal. TI, (gam) FKYt1a MM1Er Comnft1S /1194590 - NOtCryNbAC- CaMmki i leverldo Co.nty AyCvnn[�rsOd14 �2 �IIY9 YIMI p(1IfH10W Muff �'�� I� eaiz � �e",% 113MLO Page 2 1r/I mwial.wuwr B Description: Riverside,CA Document- Year.DoclD 2002.352578 Page: 9 of 17 Order. 9772041 Comment: INI LEGAL DESCRIPTION OF AGENCY PROPERTY THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINCA. 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 g o SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8, Z° TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: a 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 o006'19- 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 °43'49" AND AN ARC DISTANCE OF 158634 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 LIKE 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 °09'25" 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 611rV13 i1 s Is EXHIBIT "A"- Page 1 Description: Riverside,CA Document- Year. DoclD 2002.352578 Page: 10 of 17 Order. 9772041 Comment: 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 °43'49" AND AN ARC DISTANCE OF 158216 FEET; THENCE SOUTH 89055'34" WEST, 1 708.65 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 000416" 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 S. TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNEROF 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 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 °46'26" AND AN ARC DISTANCE OF 21710 FEET; THENCE NORTH 74 °59'10" 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 E 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 89 °51'25" EAST, 173316 FEET TO THE POINT OF BEGINNING. PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS. ifill�ailllitilpIIlII ill B�� of 12 aw : jta i OW442 EXHIBIT "A" - Page 2 Description: Riverside, CA Document- Year. DoclD 2002.352578 Page: 11 of 17 Order. 9772041 Comment: 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, A 65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET, WESTERLY OF THE 8y' CENTERLINE OF JEFFERSON STREET, NORTH 2 °12'44" WEST, 297.88 FEET; THENCE as NORTH 1 °23'37" 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 °12'44" WEST, 130.09 FEET TO C 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. a PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS. PARCEL ID 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 S. ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89 059'23" 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 B9 °33'59" WEST, 48.00 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE SOUTHEASTERLY AND eu�oife,amee nnro.m .mn.�o� EXHIBTI "A" - Page 3 Description: Riverside, CA Document- Year. DoclD 2002.352578 Page: 12 of 17 Order. 9772041 Comment: HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89 033159" 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 74 058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 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. J" PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS. N 3 ^ Ap RCEL 2 N THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE x EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF Q SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST o 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 SMINE 0004116" 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 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 °39'23" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58" AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89°51'25" EAST, 767.06 FEET; THENCE SOUTH 41'15'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 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: 6'"tuj0 l xma.m ,ovum EXHIBIT "A" - Page 4 Description: Riverside,CA Document- Year. DoclD 2002.352578 Page: 13 of 17 Order. 9772041 Comment: SOUTH 89 °53'14" WEST, 2633.43 FEET; THENCE SOUTH 0°00'06" EAST, 1320.62 FEET; THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 42019 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 79610 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 63610 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 60'30'00" WEST, 5937 FEET; THENCE NORTH 74000'00" WEST, 188.00 FEET; THENCE NORTH 35'10'00" R tb WEST, 68.00 FEET; THENCE NORTH 40035'00" WEST, 111.50 FEET; THENCE NORTH Not 40'50'00" Wet, 115.50 FEET; THENCE NORTH 75'35'00" WEST, 93.50 FEET; THENCE NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19'35'00" EAST, 6130 FEET; THENCE NORTH 36900'00" WEST, 17230 FEET; THENCE NORTH 45015'00" WEST, 214.00 FEET; THENCE NORTH 43'10'00" WEST, 173.00 FEET; THENCE NORTH 45'25'00" WEST, 146.00 FEET; THENCE NORTH 13'55'00" WEST, 19830 FEET;.THENCE SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58'15'00" WEST, 18730 FEET; THENCE NORTH 46000'00" 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, 18030 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH = 2'40'00" WEST, 88.50 FEET; THENCE NORTH 14'00'00" WEST, 202.00 FEET; THENCE 3= NORTH 64'40'00" WEST, 186.00 FEET; THENCE NORTH 67050100" 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, 7550 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°25'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63'25'00" WEST, 59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF .A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75'50'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88'20'00" WEST, 75.50 FEET; THENCE NORTH 72'20'00" WEST, 64.00 FEET; THENCE SOUTH 89'50'00" WEST, 88.50 FEET; THENCE NORTH 48'10'00" 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 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 53025'00" WEST, 284.00 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE I 6 13=1 1:91M , , ": EXHIBIT "A" - Page 5 Description: Riverside, CA Document- Year.DociD 2002.352578 Page: 14 of 17 Order., 9772041 Comment: 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. LRc'EL 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 m$" 9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE � PARTICULARLY DESCRIBED AS FOLLOWS: � In AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, r RANGE 7 EAST, SAN 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 2 912'44" 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 S. ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 19 059'23" 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°27' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE OF THE SOLTI HWEST' 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 CANCEI, 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 °56'06" 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 °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°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 °44'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28 030'06" WEST, "WMnom.. EXHIBIT "A" - Page 6 Description: Riverside, CA Document- Year.DocID 2002.352578 Page: 15 of 17 Order. 9772041 Comment: 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°30'00" AND AN ARC DISTANCE OF 326A FEET; THENCE NORTH 0°00'06" WEST, 420.48 FEET; THENCE SOUTH 89°55103" WEST, 10.00 FEET; THENCE NORTH 0 000'06" 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°53'20" 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 CENI0U3NE OF JEFFERSON STREET, SOUTH 2 012'44" EAST, 3166.69 FEET; THENCE SOUTH 1 023'37" EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 10I2'44" EAST, 223.88 FEET TO THE POINT OF BEGINNING. PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS. PARCEL4 THAT PORTION OF THE NORTHEAST QUARTER Of THE NORTHEAST QUARTER OF SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAS't. 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 S. 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 °51'25" 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. 11111111111011111 w.vs w"-«n r 17 11 "156 ma EXHLBTT "A" -Page 7 Description: Riverside.CA Document- Year. DoclD 2002.352578 Page: 16 of 17 Order. 9772041 Comment: MIBIT "B" LEGAL DESCRIPTION OF BENEFITED PROPERTY LOT 30 OF LOT LINE ADJUSTMENT NO. 2000 -334 RECORDED JUNE 8, 2000 AS INSTRUMENT NO. 2000. 218912 H4 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. IMMIM111MMURNIN 17 " 17 OI1ro1111G 1 2981m oI .ma EXH1131T "B" Description: Riverside, CA Document- Year.DoclD 2002.352578 Page: 17 of 17 Order. 9772041 Comment: