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06 Jade Properties - Acquisition Agreement 12-14-18ta Qa�fra — GENI „j'rhr DESERT — MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Julie Mignogna, Management Analyst DATE: December 14, 2018 RE: La Quinta Village Complete Streets Project Agreement for Temporary Construction Easement and Permanent Easement for Assessor Parcel Number: • 770-020-036 (Jade Properties) - $7,100 Attached for your signature are the Agreements (Temporary Construction Easements and Permanent Easements) for the properties referenced above. Please sign the attached agreement(s) and return to Julie Mignogna for processing and distribution. Requesting department shall check and attach the items below as appropriate: X Contract payments will be charged to account number: 401-0000-7401.0 Project Act 151603L X Amount of Agreement, Amendment, Change Order, etc.: $7,100 N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or _ reportable interests Or A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: X Approved by the City Council on September 18, 2018 (Closed Session Item No. 2) X City Manager's signature authority provided under Resolution No. 201:9-�for budgeted expenditures of $50,000 or less. This expenditure is $ and authorized by [Council, Director, etc] 0/K Initial to certify that 3 written informal bids or proposals were received and considered in selection The followinci required documents are attached to the agreement: 01K Insurance certificates as required by the agreement (approved by Risk Manager on date) 01it Performance bonds as required by the agreement (originals) 1k- City of La Quinta Business License number A requisition for a Purchase Order has been prepared (amounts over $5,000) X A copy of this Cover Memo has been emailed to Finance (Sandra) Revised May 2017 DOCUMENT TRANSMITTAL DATE: December 14, 2018 TO: Julie Mignogna I Management Analyst Design and Development City of La Quinta 78495 Calle Tampico I La Quinta, CA 92253 VIA HAND DEL/VERY REGARDING: La Quinta Village Complete Streets Project — JADE PROPERTIES DOCUMENTS TRANMITTEP # ' APN NAME DOCUMENT(S) Amount NOTES 1 770-020-036 Jade Properties Three (3) - AGREEMENTS For Acquisition of Real Property $7,100 For City Manager Signature 2 770-020-036 Jade Properties One (1) — GRANT OF TEMPORARY CONSTRUCTION EASMENT NOTARIZE For City Manager Signature & Needs City Acceptance 3 Please find the above reference agreements and deed for processing. The attached are being submitted to you as the original documents signed by the property owner. Once executed, please attach a Certificate of Acceptance and call me at the number listed below for pick-up. These documents must all be fully executed and accepted by the City in order for OPC to continue with the Escrow activities. If you have any questions regarding the enclosed, please do not hesitate to contact Patti Feist, Project Manager at (760) 899-5569. Sincerely, Over/and, Pacific & Cutler, Inc, Patti Feist, SR/WA, Project Manager Enclosures Received by: Date: www.OPCservices.com 12280 Market Street, Suite 200, Riverside, CA 92501 ph 951.683.2353 1 fx 951.683.3901 PARCEL NO. 770-020-03 6 PROJECT: La Quinta Village Streets Project TITLE REPORT NO.: 6186672236 SELLER: Jade Properties, LLC CITY OF LA QUINTA AGREEMENT FOR ACQUISITION OF REAL PROPERTY (ESCRO WINSTR UCTIONS- TEMPORAR Y CONSTR UCTION EASEMENT) THIS AGREEMENT is entered into this /�� T�day ofsC/)] 2018, by and between the City of La Quinta (hereinafter called "Buyer"), and Jade Properties, LLC, an Alaskan limited liability company, (hereinafter called "Seller"), for acquisition by Buyer of certain real property as hereinafter set forth. IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell, and Buyer agrees to purchase, a temporary construction easement interest (the "Property") over a portion of the property owned by Seller, upon the terms and for the consideration set forth in this Agreement and in the Temporary Construction Easement Deed attached hereto as Exhibit "1" and incorporated herein. 2. PURCHASE PRICE. The total purchase price, payable in cash through this transaction, shall be the sum of SEVEN THOUSAND ONE HUNDRED NO/100 ($7,100.00). 3. CONVEYANCE OF TITLE. To Seller's knowledge, the Property is free and clear of all recorded and unrecorded liens and encumbrances that could interfere with Buyer's intended use, and, therefore, to Seller's knowledge, Buyer shall quietly enjoy its rights in and to the Property without disturbance or inference by Seller or anyone claiming by, through or under Seller. Buyer, having reviewed the title report attached hereto as Exhibit "2," accepts the Property with all listed exceptions. 4. TITLE INSURANCE POLICY. Buyer may request a CLTA Standard Coverage Policy of Title Insurance in the, amount of $7,100.00 issued by Lawyer's Title Company showing title to the Property vested in Buyer. Buyer agrees to pay the premium charged for said policy. TRANSACTION. Buyer agrees to handle this transaction within its own office and in accordance with this Agreement. This Agreement constitutes the joint instructions between Buyer and Seller, and Buyer is empowered and will handle these instructions in accordance herewith. Buyer and Seller agree to do all acts necessary to close this transaction in the shortest possible time. 159/015610-0149 12972838.1 a12/12/18 Seller has executed and handed a Grant of Temporary Construction Easement Deed to Buyer, concurrently with this Agreement. As soon as possible after all requirements of this transaction have been met, Buyer is authorized to, and shall, record the executed Grant of Temporary Construction Easement, with Certificate of Acceptance attached. Buyer and Seller agree to deposit any additional instruments as may be necessary to complete this transaction. 6. BUYER IS AUTHORIZED TO, AND SHALL: A. Deduct and pay, from funds due Seller, any amount necessary to satisfy any delinquent taxes due in any fiscal except the fiscal year in which this transaction closes, together with penalties and interest thereon and/or delinquent assessments or bonds except those which title is to be taken subject to, in accordance with the terms of this transaction. B. Disburse funds and deliver or have delivered recorded deed(s) when Buyer and Seller have fulfilled conditions of this transaction. The term "close of transaction," if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the Office of the County Recorder. Recordation of instruments delivered through this transaction is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the Parties hereto. Any amendment of, or supplement to, any instructions must be in writing. 7. TIME IS OF THE ESSENCE. Time is of the essence in these instructions and this transaction is to close as soon as possible. If this transaction is not in condition to close within 30 days from date of these instructions, any party who then shall have fully complied with their instructions may, in writing, demand the return of his money or Property; but if none have complied, no demand for return thereof shall be recognized until five (5) days after Buyer shall have mailed copies of such demand to all other parties at their respective addresses shown in these instructions, and if any objections are raised within said five (5) day period, Buyer is authorized to hold all papers or documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing this transaction as soon as possible. 8. RENTAL AND OCCUPANCY. Seller warrants that there is currently no lease or other lawful possessory interest held by any party other than Seller in area included within the Property, or that any persons or entities with any such lawful possessory interest on Seller's property, have consented in writing to the transfer of the Property by Seller to Buyer, without additional compensation therefor from Buyer to such party. Seller shall indemnify Buyer and hold Buyer harmless from and against any claim for any proceeds of the Property being conveyed hereunder by any other party, including any claim that any such party is entitled to a portion of the proceeds paid by Buyer pursuant to this Agreement. 159/015610-0149 12972838.1 a12/12/18 9. HAZARDOUS SUBSTANCES DISCLOSURE. To Seller's knowledge, and without investigation, Seller warrants and represents to Buyer that there are no hazardous or toxic material or substances located on or beneath the Property. 10. NOTICE OF TAX WITHHOLDING REQUIREMENTS. It is further understood and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non -Foreign Status" and California Form 593-C (Individual Sellers) or 593-W (Real Estate Withholding Exemption Certificate and Waiver Request for Non -Individual Sellers) and depositing a copy of same into escrow. 11. NO COST TO SELLER. Buyer shall bear all costs and expenses in connection with Buyer's and/or its assignees' purchase and use of the Property. 12. MANAGEMENT OF WORK AREAS AND ACTIVITIES. Buyer shall perform its activities on the Property in a safe manner and in accordance with all applicable governmental and other laws, rules and regulations. No "hazardous or toxic wastes, substances or materials," as such terms are or may from time to time be defined by Federal, state, county or municipal laws, ordinances, orders or regulations applicable to the use and enjoyment of the Property (which regulated materials are collectively hereinafter referred to as "Hazardous Materials") shall be placed or used or allowed to be placed or used on the Property by Buyer or any of its employees, agents and contractors. Buyer shall not suffer or permit to be enforced against the Property, or any part thereof, any mechanics', materialmen's, contractors' or subcontractor's liens or any claim for damage arising from the work performed by Buyer or any of its employees, agents or contractors. At the expiration of the temporary construction easement or the expiration or termination of Buyer's temporary rights under this Agreement, Buyer shall restore the Property to the same condition that existed prior to Buyer's operations, and Buyer shall remove all equipment and construction materials. Buyer shall perform or cause its work to be performed in a manner so as not to unreasonably interfere with the remaining property of Seller. 13. I.R.S. FORM "W-9". It is further understood and agreed by Seller that closing of this transaction is subject to and contingent upon Seller executing an Internal Revenue Service Form "W-9" and/or 1099-S form and depositing same with Buyer. 14. EMINENT DOMAIN ACTION. Seller hereby acknowledges that Buyer may file, or has filed, an eminent domain action regarding the Property, naming the owner of the real property, and others as necessary defendants, and may apply for an Order of Prejudgment Possession. Buyer and Seller acknowledge the property is being acquired by Buyer as part of the exercise of its Eminent Domain activities. Upon the close of transaction, Seller hereby consents to the dismissal of any action filed by Buyer for the condemnation of said property and other interests and waives any claim for costs or attorneys' fees or any compensation whatsoever other than the Purchase Price as provided hereunder, as a result of such dismissal. 15. NO WAIVER. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be 159/015610-0149 12972838.1 a12/12/18 performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof 16. MERGER OF PRIOR AGREEMENTS AND UNDERSTANDINGS. This Agreement and other documents incorporated herein by reference contain the entire understanding between the Parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. Neither party relies upon any warranty or representation not contained in this Agreement. This Agreement may only be amended by a written instrument, signed by both parties. 17. FULL AND COMPLETE SETTLEMENT. Seller hereby acknowledges that the compensation paid by Buyer to Seller as set forth in Paragraph 2 of this Agreement constitutes, except as otherwise specifically provided herein, the full and complete settlement of any and all claims against Buyer, by reason of Buyer's acquisition of the Property, and Buyer's construction and use of the Project as proposed. Except as otherwise provided herein, Seller waives any claim which it has or may have for any payment or compensation for any damage to persons or property arising out of Buyer's acquisition of the Property, all investigations and pre -condemnation activity undertaken pursuant thereto, and the construction and use of the Project in the manner proposed. This waiver includes, but is not limited to claims for just compensation for the property interest acquired, claims for severance or other damage, unreasonable delay or pre -condemnation conduct, impairment of access abutters rights, loss of business goodwill, any continuing rights under Code of Civil Procedure section 1245.245, and relocation benefits to which Seller may be entitled, and any and all other claim that Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property. This waiver is intended by the parties to be a full and complete waiver, notwithstanding any later -discovered information and Seller waives any rights to any protections under 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. This waiver is intended to be a full and final release of any and all such claims to which it pertains, and Seller warrants to the Buyer that it has had the opportunity to consult with legal counsel regarding the provisions of California Civil Code Section 1542, and the consequences and implications of waiving operation of this statute, and knowingly and voluntarily waives it. Sellers' Initials: l 18. COUNTERPA S. This Agreement maybe executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 19. AUTHORITY. This instrument shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the Buyer and Seller. The Parties upon whose benefit the signature appears below warrant, each to the other, that the person whose signature 159/015610-0149 12972838.1 a12/12/18 appears below has the legal authority to bind the party on whose behalf the signature appears to the terms of this Agreement, and that by doing so such Party is not in breach of any other contract or agreement. 20. SEVERABILITY. The provisions of this Agreement are severable, and if any portion is held invalid or otherwise unenforceable, the Parties intend that all other provisions shall remain in full force and effect. 21. INDEMNIFICATION. It is understood and agreed that the City of La Quinta hereby agrees to indemnify the Seller and hold them harmless from any and all liability for bodily injury, death and property damage arising out of, or in any way connected with, the use of the property for purposes stated herein by the City, and its authorized contractors, representatives and agents for the Project and will reimburse the undersigned grantee for all costs, expenses and loss, including attorneys fees, incurred by them in consequence of any claims, demands and causes of action which may be made or brought against them arising out of such use. 22. EARLY POSSESSION AND USE OF EASEMENT AREAS: In the event that this transaction is not in a condition to close at such time that Buyer requires use of the property for its street improvement project, permission is hereby granted Buyer to enter upon the portion of Seller's land described in Exhibitl attached hereto for the purpose of constructing or improving the public streets and adjoining areas and accomplishing all necessary incidents thereto. It is understood that this permission is not a waiver in anyway of the right of compensation for such land or of any remedy authorized by law to secure payment therefor. As is demonstrated in this Agreement, it is the intent of the Buyer to pay just compensation to the Seller for permission to enter the subject property and to construct the project. This permission is granted in consideration of the location, improvement and construction of such street improvements and incidents thereto, which it is understood is required by the Buyer, with the understanding that you will hereafter without unnecessary delay, complete the terms of this Agreement. In the event that Seller cannot complete its obligation under this Agreement, and cannot convey the easements that are the subject of same, Buyer agrees to commence eminent domain proceedings, including a deposit of funds to support an Order for Possession, to have said conveyance completed through eminent domain proceedings. Section 1245.235 of the Code of Civil Procedure requires the Buyer to give each person whose property is to be acquired by eminent domain notice and a reasonable opportunity to appear before the California Transportation Commission and be heard on the matters referred to in Section 1240.030 of the Code of Civil Procedure, which provides: The power of eminent domain may be exercised to acquire property for a proposed project only if all of the following are established: (1) The public interest and necessity require the project. (2) The project is planned or located in the manner that will be most compatible with the greatest 1591015610-0149 12972838,1 a12/12/18 public good and the least private injury. (3) The property sought to be acquired is necessary for the project. (4) The offer required by Section 7267.2 of the Government Code has been made to the owner or others of record. (If an offer has not been made, an appraisal will be prepared as soon as practicable and an offer made of the full amount of such appraisal.) By granting this irrevocable right to possession and use of the parcels to Buyer, Seller agrees to the following: (1) Seller specifically waives the notice required by Code of Civil Procedure Section 1245.235 of the hearing of the matter referred to in Code of Civil Procedure Section 1240.030 and the adoption of the resolution of necessity by the Buyer authorizing the taking of the property described in Exhibit-1 ; (2) Seller shall not object to the filing of an eminent domain proceeding to acquire the property described in Exhibits 1 and 2; and (3) in any eminent domain action filed by City to acquire the property described in Exhibit 1, Seller shall not challenge City's right to take such property, and the only issue shall be the amount of just compensation for the property. It is understood that the City will pay interest from the date possession is taken on the just compensation paid by the Buyer. The rate of interest will be the rate of earnings of the Surplus Money Investment Fund and computation will be in accordance with Section 1268.350 of the Code of Civil Procedure. Interest will be computed to and including the date of deposit of compensation. Remainder of this page intentionally left blank. 159/015610-0149 12972838.1 a12/12/18 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first set forth hereinabove. Date: % - f I,/ / 9 ATTEST: By: 44 Monika Radeva, City lerk APPROVED AS TO FORM: By: �,zil. _ L _ William H. Ihrke, City Attorney [END OF SIGNATURES] SELLER: Jade Properties, LLC, an Ala an ' i liability co_ pa i B Its: /nflylA61AJ< /II�/nBi BUYER: CITY OF LA QUINTA, a California municipal corporation rank p v elc, City Manager 159/015610-0149 12972838.1 a12/12/18 EXHIBIT 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Attention: City Clerk Exempt from Recording Fee Pursuant to Government Code Section 6103 APN: 770-020-036 FULL[ ] PORTION [X] Exempt from Documentary Transfer Tax Pursuant to R&T Code § 11922 (Space above this line for Recorder's use) GRANT OF TEMPORARY CONSTRUCTION EASEMENT For valuable consideration, receipt of which is hereby acknowledged, Jade Properties, LLC, an Alaskan limited liability company, OWNER, ("Grantor"), hereby grants to the CITY OF LA QUINTA, a municipal corporation ("City") a temporary construction easement (the " Temporary Construction Easement") in, on, over, along, through, upon, under and across that certain real property, described on Exhibit "A" and depicted on Exhibit `B" attached hereto and incorporated herein by this reference (the "Temporary Construction Easement Area"), for the following purposes: A nonexclusive easement which permits City, its officers, agents, employees, and contractors, to enter upon, occupy, and pass over the Temporary Construction Easement Area, consisting of approximately 1,537 square feet, as reasonably necessary for all purposes incidental to the La Quinta Village Diet Streets Project (the "Project"). This Temporary Construction Easement shall include the right to perform within the Temporary Construction Easement Area, any necessary excavation; grading; earth fill; compaction; installation of concrete forms; landscaping; irrigation; utility; and sign relocation; accommodation of private drainage facilities; and deposit of tools, equipment, and material for all such necessary activities which are reasonably incidental to the work being performed on Temporary Construction Easement Area in connection with the approved plans for the Project; provided, however, this Temporary Construction Easement shall not include the right to store any materials or park any vehicles which are not incidental to the work to be performed on site in connection with the Project, nor to block vehicular access to the larger parcel of property of which the Temporary Construction Easement Area is a part ("Grantor's Property"), nor exercise the uses of the easement outside of the Temporary Construction Easement Area. Such incidental activities shall include, but not be limited to, utilizing the Temporary Construction Easement Area for adjusting grade differentials between the planned Project and the adjoining real property and/or matching existing concrete and/or asphalt paved areas, and/or natural grade areas, 159/015610-0149 12972838.1 a12/12/18 providing standard construction site control measures as may be reasonably necessary to allow the work which will be done pursuant to this Temporary Construction Easement in a safe and legal manner, and such work as may pertain to on -site improvements to render the Temporary Construction Easement Area or the larger parcel to which it pertains in the same functional condition as reasonably practicable to the condition Such incidental activities shall include, but not be limited to, utilizing the Temporary Construction Easement Area for adjusting grade differentials between the planned Project and the adjoining real property and/or matching existing concrete and/or asphalt paved areas, and/or natural grade areas, providing standard construction site control measures as may be reasonably necessary to allow the work which will be done pursuant to this Temporary Construction Easement in a safe and legal manner, and such work as may pertain to on -site improvements to render the Temporary Construction Easement Area or the larger parcel to which it pertains in the same functional condition as reasonably practicable to the condition before the Project, consistent with the Project to be constructed. To the extent legally permitted improvements are constructed on the Temporary Construction Easement Area, City shall protect or restore all improvements thereon. City agrees to provide Grantor with a written forty-eight (48) hour notice prior to occupying the Temporary Construction Easement Area. This Temporary Construction Easement shall be in effect for a period of 22 months from the date of recordation and shall automatically terminate and be null and void after said 22 month period. [Signatures on next page] 159/015610-0149 12972838.1 a12/12/18 IN WITNESS WHEREOF, the Grantor and City hereto have caused this Easement Deed to be executed as of this day of 52018. GRANTOR: Jade Properties, LLC, an Alaskan limited liability company in CITY: CITY OF LA QUINTA, a California municipal corporation IM ATTEST: 10 Monika Radeva, City Clerk APPROVED AS TO FORM: I0 William H. Ihrke, City Attorney Frank J. Spevacek, City Manager 159/015610-0149 12972838.1 a12/12/18 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Riverside ) On 5 2018, before me, , Notary Public, personally appeared who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Riverside ] On , 2018, before me, , Notary Public, personally appeared ,. who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature_ (Seal) 159/015610-0149 12972838.1 a12/12/18 EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT APN 770-020-036 -- JADE PROPERTIES IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 2 OF PARCEL MAP NO.35846, AS SHOWN BY MAP ON FILE IN BOOK 230, AT PAGES 14 THROUGH 18. OF PARCEL MAPS, OFFICIAL RECORDS OF SAID COUNTY. LOCATED IN THE NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: TCE AREA 1: COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 2; THENCE SOUTH 89°59'39" WEST, ALONG THE SOUTHERLY LINE OF SAID PARCEL 2, A DISTANCE OF 30,08 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH W5919" WEST, CONTINUING ALONG THE SOUTHERLY LINE OF SAID PARCEL 2, A DISTANCE OF 22.32 FEET; THENCE LEAVING SAID SOUTHERLY LINE NORTH 00°00'21" WEST, A DISTANCE OF 10.00 FEET TO A POINT ON A LINE PARALLEL WITH AND 10.00 FEET DISTANT FROM SAID SOUTHERLY LINE; THENCE NORTH 89°59'3W EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF 22.32 FEET; THENCE SOUTH 00000'21" EAST, A DISTANCE OF 10.00 FEET, TO THE TRUE POINT OF BEGINNING: SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. CONTAINING 223 SQUARE FEET OR 0.005 ACRES MORE OR LESS. TCE AREA 2: COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 2: THENCE SOUTH 89059'39" WEST. ALONG THE SOUTHERLY LINE OF SAID PARCEL 2, A DISTANCE OF 157.20 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 89059'39" WEST, ALONG THE SOUTHERLY LINE OF SAID PARCEL 2, A DISTANCE OF 12.27 FEET; 1 OF 2 159/015610-0149 12972838.1 a12/12/18 EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT APN 770-020-036 - JADE PROPERTIES THENCE NORTH 47'2V12" WEST, ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL 2, A DISTANCE OF 31.20 FEET; THENCE NORTH 00002'02" EAST, ALONG THE WESTERLY LINE OF SAID PARCEL 2, A DISTANCE OF 54.61 FEET; THENCE SOUTH 89057'58" EAST, A DISTANCE OF 18.50 FEET; THENCE SOUTH 00'02'02" WEST, PARALLEL WITH THE WESTERLY LINE OF SAID F'AKCEL 2, A UIS I ANCE OF b3.12 FEET: THENCE SOUTH 89'57'68" EAST, A DISTANCE OF 16.72 FEET; THENCE SOUTH 00902'02" WEST, A DISTANCE OF 22.61 FEET, TO THE TRUE POINT OF BEGINNING: SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF - WAY OF RECORD. CONTAINING 1,537 SQUARE FEET OR 0.035 ACRES MORE OR LESS. AS DEPICTED ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. PREPARED BY OR UNDER THE DIRECTION OF: la CHARLES R. HARRIS P.L.S. 4989 DATED: 7 Ia 201, P 2OF2 159/015610-0149 12972838.1 a12/12/18 32' EXHIBIT "B' TEMPORARY CONSTRUCTION EASEMENT APN 770-020-036 — JADE PROPERTIES SEC. 6, T.6S., R.7E., S8M PARCEL 2 PARCEL MAP NO. 35845 PM 230/14-18 APN 770-020-036 w'LY LINE PAR. 2 S W57'5a' E r 18.50' TOE AREA 2 1.537 'SO. FT. 0,035 AC. s I •s7'se' E s•LY Lm 16.72' PAR I s W02'02' w t %� Za i' f,/ r.-P. 7 PARCEL 3 TOE AREA 1 223 SO. FT. 0=5 AC. � - -- ,,. • I5 2t1 TP,pLA 2 8lr59'31i' w 169,4 TCE ARE ' ,fig WLY R/W LINE T TPA ARFA I CALLE TAMPICO (.1.j E51rfi FOR SIDEWALK PURPOSES M PJ►1. TCp A 2,nj14-18 1 15' EW. FOR W� MME "POSES OFFERED TO=,� 0 BUT NOT ACCE7 BY 1HE C[IY OF LA QUANTA — s 49'59,39' w 169.4714 PER P.N. 230 14_18 a 5' P,V.E. PER P.N. 175/1-2 DETAL SE COR. 0' 60' 12V NOT TO SCALE PAR. 2 SCALE i =60' L� W� or No. !•iNE DATA N0. WARING LDJM LI N 00.00 21 w 10.00 L2 N aT59'39" E 22J2 S 00'00 ZI £ 10.00 L4 N 47'20 12 w 31,20 L5 N 00.O2 02 E .61 L6 S W02 0x w 53,12 MSA Caivsut, mc4 Its PLANNWID RQM E00DOMRM 4D LArm Suavnm J.N. 2396 SHEV I OF I 1591015610-0149 12972838-1 a12/12/18 MSA Caivsut, mc4 Its PLANNWID RQM E00DOMRM 4D LArm Suavnm J.N. 2396 SHEV I OF I 1591015610-0149 12972838-1 a12/12/18 EXHIBIT 2 Preliminary Title Report 159/015610-0149 12972838.1 al2/12/18 i M Lawyers Tiflo MP MSA Consulting, Inc 34200 Bob Hope Drive Rancho Mirage, CA 92270 Attn: Luke Beverly Your Reference No: Lawyers Title Company 3480 Vine Street Suite 300 Riverside, CA 92507 Phone: (951) 774-0825 Fax: ( ) Title Officer: Peggy Jones --So email: tu67@ltic.com Phone No.: (951) 774-0825 x 617 Fax No.: (866) 657-1033 File No.: 618672236 Property Address: 78130 Calle Tampico, City of La Quinta, California PRELIMINARY REPORT Dated as of May 16, 2018 at 7:30 a.m. In response to the application for a policy of title insurance referenced herein, Lawyers Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitation on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. The policy(s) of title insurance to be issued hereunder will be policy(s) of Commonwealth Land Title Insurance Company. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. CLTA Preliminary Report Form — Modified (11-17-06) Page 1 File No: 618672236 SCHEDULE A The form of policy of title insurance contemplated by this report is: CLTA Standard Owners ALTA Loan 2006 The estate or interest in the land hereinafter described or referred to covered by this report is: A Fee as to Parcel(s) A Easement(s) more fully described below as to Parcel(s) B Title to said estate or interest at the date hereof is vested in: lade Properties, LLC, an Alaskan limited liability company The land referred to herein is situated in the County of Riverside, State of California, and is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF CLTA Preliminary Report Form - Modified (11-17-06) Page 2 File No: 618672236 EXHIBIT "A" All that certain real property situated in the County of Riverside, State of California, described as follows: PARCEL A: Parcel 2 of Parcel Map No. 35845, in the City of La Quinta, County of Riverside, State of California, as shown by Map on file in Book 230, Pages_ 14 through 18 of Parcel Maps, in the Office of the County Recorder of said County. Assessor's Parcel No: 770-020-036 PARCEL B: Easements for access contained in that certain Declaration of Covenants, Conditions, Restrictions and Reciprocal Easements recorded October 26, 2009 as Instrument No.2009-552130 of Official Records. CLTA Preliminary Report Form - Modified (11-17-06) Page 3 File No: 618672236 SCHEDULE B At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions in said policy form would be as follows: A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2018-2019. B. Any liens or other assessments, bonds, or special district liens including without limitation, Community Facility Districts, that arise by reason of any local, City, Municipal or County Project or Special District. C. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A; or as a result of changes in ownership or new construction occurring prior to date of policy. 1. Water rights, claims or title to water, whether or not disclosed by the public records. 2. Reservations, exceptions and provisions contained in the patent from the United States of America, and in the acts authorizing the issuance thereof. Recording Date: May 29, 1914 Recording No: Book 6, Paaes 308 of Patents 3. Reservations, exceptions and provisions contained in the patent from the United States of America, and in the acts authorizing the issuance thereof. Recording Date: November 18, 1918 Recording No: Book 7,P_age 370 of Patents 4. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: The Southern Sierras Power Company Purpose: Public utilities Recording Date: September 2, 1931 Recording No: Book 38, Page 310 of Official Records Affects: Said land more particularly described therein 5. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Landmark Land Company of California, a Delaware Corporation Purpose: access Recording Date: December 30, 1985 Recording No: 1985-293951 of Official Records Affects: Said land more particularly described therein 6. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by said map/plat. Affects: Desert Club Drive, except at approved access locations CLTA Preliminary Report Form - Modified (11-17-06) Page 4 File No: 618672236 7. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by said map/plat. Affects: Reciprocal Easement Agreement Recording Date Recording No.: Calle Tampico November 21, 2007 2007-707193 of Official Records Reference is hereby made to said document for full particulars. A modification of said Easement Agreement was recorded January 28, 2009 as Instrument No. 2009-039852 of Official Records. 9. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Coachella Valley Water District, a public agency of the State of California Purpose: pipeline and incidental purposes Recording Date: June 2, 2008 Recording No: 2008-298606 of Official Records Affects: Said land more particularly described therein 10. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Coachella Valley Water District, a public agency of the State of California Purpose: pipeline Recording Date: June 2, 2008 Recording No: 2008-298607 of Official Records Affects: portion of said land 11. An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled: Memorandum of Lease and Covenants Lessor: Highland La Quinta II, LLC, a Delaware Limited Liability Company Lessee: Fresh & Easy Neighborhood Market Inc., a Delaware Corporation Recording Date: June 23, 2008 Recording No: 2008-341501 of Official Records The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 12. Matters contained in that certain document Entitled: Commercial Domestic Water and/or Sanitation Installation Dated: Not Set Out Executed by: Coachella Valley Water District, a public agency of the State of California and Highland La Quinta II, LLC Recording Date: August 1, 2008 Recording No: 2008-424861 of Official Records Reference is hereby made to said document for full particulars CLTA Preliminary Report Form - Modified (11-17-06) Page 5 File No: 618672236 13. Easement(s) for the purpose(s) shown below and rights incidental thereto as set forth in a document: In favor of: Verizon California Inc., a Corporation Purpose: public utilities Recording Date: August 7, 2008 Recording No: 2008-433424 of Official Records Affects: Said land more particularly described therein 14. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract/plat; Purpose: public utilities, public sidewalk, emergency access, landscape and incidental purposes 15. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date: October 26, 2009 Recording No: 2009-552130 of Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. Modification(s) of said covenants, conditions and restrictions Recording Date: April 5, 2013 Recording No: 2013-164029 of Official Records 16. Matters contained in that certain document Entitled: Public Art Maintenance Agreement Dated: Not Set Out Executed by: City of La Quinta, a California Municipal Corporation and Highland La Quinta II, LLC, a California Limited Liability Company Recording Date: May 13, 2010 Recording No: 2010-222932 of Official Records Reference is hereby made to said document for full particulars. 17. A deed of trust to secure an indebtedness in the amount shown below, Amount: $1,612,905.00 Dated: May 5, 2016 Trustor/Grantor: Jade Properties, LLC, an Alaska limited liability company Trustee: Lawyers Title Company Beneficiary: First National Bank Alaska Loan No.: Not set out Recording Date: May 12, 2016 Recording No: 2016-0192909 of Official Records 18. Matters which may be disclosed by an inspection and/or by a correct ALTA/ACSM Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. CLTA Preliminary Report Form - Modified (11-17-06) Page 6 File No: 618672236 19. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. 20. Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent. 21. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other matters which a correct survey would disclose and which are not shown by the public records. END OF SCHEDULE B EXCEPTIONS PLEASE REFER TO THE -NOTES AND REQUIREMENTS SECTION" WHICH FOLLOWS FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION CLTA Preliminary Report Form - Modified (11-17-06) Page 7 File No: 618672236 REQUIREMENTS SECTION: Req. No. 1: In order to complete this report, the Company requires a Statement of Information to be completed by the following party(s), Party(s): All parties The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information. NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. Req. No. 2: The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity named below: Limited Liability Company: Jade Properties, LLC, an Alaskan limited liability company a) A copy of its operating agreement, if any, and any and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member b) If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendments thereto with the appropriate filing stamps c) If the Limited Liability Company is member -managed, a full and complete current list of members certified by the appropriate manager or member d) A current dated certificate of good standing from the proper governmental authority of the state in which the entity was created e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. f) If Limited Liability Company is a Single Member Entity, a Statement of Information for the Single Member will be required. g) Each member and manager of the LLC without an Operating Agreement must executed in the presence of a notary public the Certificate of California LLC (Without an Operating Agreement) Status and Authority form. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. CLTA Preliminary Report Form - Modified (11-17-06) Page 8 File No: 618672236 INFORMATIONAL NOTES SECTION Note No. 1: The information on the attached plat is provided for your convenience as a guide to the general location of the subject property. The accuracy of this plat is not guaranteed, nor is it a part of any policy, report or guarantee to which it may be attached. Note No. 2: California insurance code section 12413.1 regulates the disbursement of escrow and sub -escrow funds by title companies. The law requires that funds be deposited in the title company escrow account and available for withdrawal prior to disbursement. Funds deposited with the company by wire transfer may be disbursed upon receipt. Funds deposited with the company via cashier's check or teller's check drawn on a California based bank may be disbursed on the next business day after the day of deposit. If funds are deposited with the company by other methods, recording and/or disbursement may be delayed. All escrow and sub -escrow funds received by the company will be deposited with other escrow funds in one or more non -interest bearing escrow accounts of the company in a financial institution selected by the company. The company may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with such financial institution, and the company shall have no obligation to account to the depositing party in any manner for the value of, or to pay to such party, any benefit received by the company. Those benefits may include, without limitation, credits allowed by such financial institution on loans to the company or its parent company and earnings on investments made with the proceeds of such loans, accounting, reporting and other services and products of such financial institution. Such benefits shall be deemed additional compensation of the company for its services in connection with the escrow or sub -escrow. For wiring Instructions please contact your Title Officer or Title Company Escrow officer. Note No. 3: Lawyers Title is a division of Commonwealth Land Title Insurance Company. The insurer in policies of title insurance, when issued in this transaction, will be Commonwealth Land Title Insurance Company. Note No. 4: Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. Note No. 5: Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DDT Affidavits may be available at a Tax Assessor -County Clerk -Recorder. Note No. 6: None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Form 100 to an ALTA Loan Policy, when issued. Note No. 7: The following information will be included in the CLTA Form 116 or ALTA Form 22-06 Endorsement to be issued pursuant to this order: There is located on said Land: commercial/industrial property Known as: 78130 Calle Tampico, City of La Quinta, California Note No. 8: There are no conveyances affecting said Land recorded within 24 months of the date of this report. CLTA Preliminary Report Form - Modified (11-17-06) Page 9 File No: 618672236 Note No. 9: The Company requires current beneficiary demands prior to closing. If the demand is expired and a current demand cannot be obtained, our requirements will be as follows: a) If the Company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment. This hold will be in addition to the verbal hold the lender may have stipulated. b) If the Company cannot obtain a verbal update on the demand, we will either pay off the expired demand or wait for the amended demand, at our discretion. c) All payoff figures are verified at closing. If the customer's last payment was made within 15 days of closing, our Payoff Department may hold one month's payment to insure the check has cleared the bank (unless a copy of the cancelled check is provided, in which case there will be no hold). Note No. 10: Property taxes, including any personal property taxes and any assessments collected with taxes, are paid. For proration purposes the amounts were: Tax Identification No.: 770-020-036-3 Fiscal Year: 2017-2018 1st Installment: $9,642.61 2nd Installment: $9,642.61 Exemption: $-0- Code Area: 020-021 Processor: sic Date Typed: May 25, 2018 CLTA Preliminary Report Form - Modified (11-17-06) Page 10 File No: 618672236 Attachment One (Revised 05.06.16) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY —1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.