KSL/Purchase Agreement - The Ranch (Silverrock) 02AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
By and Between
KSL LAND HOLDINGS, INC.,
a Delaware corporation,
as Seller
and
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
as Buyer
Dated as of May 22, 2002
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TABLE OF CONTENTS
Page
1. Definitions.........................................................................................................................I
2. Sale of Property; Purchase Price.......................................................................................2
2.1 Sale of Property; Condition of the Property.........................................................2
2.2 Purchase Price.......................................................................................................2
3. Escrow; Closing Conditions.............................................................................................3
3.1
Escrow...................................................................................................................3
3.2
Closing Date..........................................................................................................3
3.3
Buyer's Conditions to Closing..............................................................................3
3.4
Buyer's Termination of this Agreement...............................................................4
3.5
Seller's Conditions to Closing.............................................................................. 5
3.6
Title and Title Insurance....................................................................................... 5
3.7
Closing Costs and Charges...................................................................................6
3.8
Deposit of Documents and Funds by Seller..........................................................6
3.9
Deposit of Documents and Funds by Buyer......................................................... 7
3.10
Delivery of Documents and Funds at Closing ...................................................... 7
3.11
Prorations and Adjustments..................................................................................8
4. Subdivision and Development Bonds; Off -Site and On -Site Improvements ................... 8
5. Delivery and Possession...................................................................................................9
6. Commissions.....................................................................................................................9
7. Risk of Loss....................................................................................................................10
8. Condemnation.................................................................................................................10
9. Seller's Representations and Warranties; Indemnification.............................................10
10. Buyer's Representations and Warranties........................................................................ I I
11. "As -Is" Sale; Waiver....................................................................................................... I I
12. Default.............................................................................................................................13
12.1 Liquidated Damages...........................................................................................13
12.2 Buyer's Remedies...............................................................................................13
12.3 No Contesting Liquidated Damages...................................................................13
13. Waiver of Trial by Jury...................................................................................................13
14. Attorneys' Fees...............................................................................................................14
15. Notices............................................................................................................................14
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Page
16.
Amendment; Complete Agreement................................................................................15
17.
Governing Law...............................................................................................................15
18.
Severability.....................................................................................................................15
19.
Counterparts, Headings, and Defined Terms..................................................................15
20.
Time of the Essence........................................................................................................15
21.
Waiver.............................................................................................................................16
22.
Third Parties....................................................................................................................16
23.
Additional Documents....................................................................................................16
24.
Independent Counsel.......................................................................................................16
25.
Legal Parcel....................................................................................................................16
26.
[INTENTIONALLY DELETED.]..................................................................................16
27.
[INTENTIONALLY DELETED.]..................................................................................16
28.
Assignment.....................................................................................................................16
29.
Successors and Assigns...................................................................................................17
30.
Exhibits...........................................................................................................................17
31.
Reservation of Property..................................................................................................17
32.
Binding Effect.................................................................................................................17
33.
Survival...........................................................................................................................17
34.
Confidentiality................................................................................................................18
35.
Event of Force Majeure..................................................................................................18
36.
PGA Agreements............................................................................................................18
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AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS ("Agreement") is made as of May 22, 2002 ("Contract Date"), by and between
KSL LAND HOLDINGS, INC., a Delaware corporation individually and as trustee and
nominee under Land Trust Agreement dated December 22, 1993 ("Seller") and, for purposes of
the indemnity provisions set forth in Section 36 hereof, KSL DESERT RESORTS, INC., a
Delaware corporation ("KSL Desert Resorts"), and the LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Buyer").
RECITALS:
A. Seller is the owner of certain real property located in the City of La
Quinta, County of Riverside, State of California, more particularly described on Exhibit "A"
attached hereto and made a part hereof (the "Real Property").
B. Pursuant to that certain Option Agreement dated April29, 2002 (the
"Option Agreement"), Seller granted to Buyer an option to purchase the "Property" (as defined
in the Option Agreement). By execution of this Agreement, Buyer has exercised its option to
purchase the Property. The terms of the Option Agreement are hereby incorporated herein by
reference and remain in full force and effect as necessary to effectuate the terms and provisions
of this Agreement.
C. The purpose of this Agreement is to provide for the purchase and sale of
the Property, on the terms and conditions herein provided, pursuant to Buyer's exercise of the
Option granted by Seller under the Option Agreement.
D. Seller and Buyer hereby acknowledge and agree that they are entering into
this Agreement voluntarily and not under any threat of eminent domain by Buyer.
E. The effective date of this Agreement (the "Effective Date") shall be the
date upon which it is signed by Buyer and Seller and delivered to Escrow Holder.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Buyer and Seller agree as follows:
AGREEMENT:
Definitions.
All capitalized terms used herein, if not otherwise defined herein, shall have the
meanings ascribed to them under the Option Agreement.
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270736.14 a05/20/02
2. Sale of Property; Purchase Price.
2.1 Sale of Property Condition of the Property. Seller shall sell the Property
to Buyer, and Buyer shall purchase the Property from Seller, for the Purchase Price and on the
terms and conditions specified in this Agreement. From and after the Contract Date through and
including the Close of Escrow, Seller shall operate and maintain the Property in substantially the
same condition as existed prior to the execution of this Agreement, ordinary wear and tear
excepted.
2.2 Purchase Price. The Purchase Price in the amount of Forty -Two Million
Five Hundred Thousand Dollars ($42,500,000.00), subject to increase as provided in Section 3.2
below, shall be payable as follows:
2.2.1 Deposit. Buyer has deposited with Escrow Holder a deposit in
the amount of Two Hundred Fifty Thousand and 00!100 Dollars ($250,000.00) (the "Deposit"),
which Deposit consists of a One Hundred Thousand Dollar ($100,000.00) Option Deposit,
previously deposited by Buyer in accordance with the Option Agreement and a One Hundred
Fifty Thousand Dollar (5150,000.00) deposit which Buyer is depositing concurrently herewith
(the "Additional Deposit").
2.22 Disposition of the Deposit. In the event that Escrow closes in
accordance with this Agreement, the Deposit shall be credited towards the payment of the
Purchase Price on the Close of Escrow. In the event that Buyer, in its sole and absolute
discretion, terminates this Agreement as a result of (i) a failure of a condition precedent as set
forth in Sections 3.3.1 through 3.3.6, inclusive, of this Agreement, (ii) an Event of Force Majeure
(as defined in Section 35 below), or (iii) a default by Seller, the Deposit and all interest accrued
thereon shall be refunded to Buyer in accordance with the provisions set forth in Section 3.4 of
this Agreement. Notwithstanding the foregoing, in the event that Buver, in its sole and absolute
discretion, terminates this Agreement as a result of a failure of the condition precedent set forth
in Section 3.3.3 which failure arose from a Subsequent Circumstance (as defined in the last
Paragraph of Section 12 of the Option Agreement), then Buyer shall be entitled to a refund of the
Additional Deposit, and all interest accrued thereon, and Seller shall retain the Option Deposit.
In the event that the escrow contemplated by this Agreement does not close for any other reason
than as specified in the preceding sentence (including, without limitation, if Buyer, in its sole and
absolute discretion, elects to terminate escrow for any reason other than as specified in the
preceding sentence), Seller shall be entitled to the Deposit in accordance with the provisions set
forth in Section 3.4 of this Agreement.
2.2.3 Balance. Buyer shall deposit into Escrow an amount
("Balance"), in immediately available federal funds equal to the Purchase Price (as adjusted
pursuant to Section 3.2 below, if applicable) minus the Deposit, and adjusted by the amount of
any credits due to Buyer or any items chargeable to Buyer under this Agreement. Buyer shall
deposit the Balance into Escrow (after satisfaction of all closing conditions) no later than one (1)
business day before the Closing Date or such earlier date as may be reasonably required by
Escrow Holder to comply with all applicable laws, such that Escrow Holder will be in a position
to disburse the cash proceeds to Seller on the Closing Date.
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3. Escrow; Closing Conditions.
3.1 Escrow. Upon the execution of this Agreement by Buyer and Seller, and
the acceptance of this Agreement by Escrow Holder in writing, this Agreement shall constitute
the joint escrow instructions of Buyer and Seller to Escrow Holder to open an escrow ("Escrow")
for the consummation of the sale of the Property to Buyer pursuant to the terns of this
Agreement. Upon Escrow Holder's receipt of the Deposit and Escrow Holder's written
acceptance of this Agreement, Escrow Holder is authorized to act in accordance with the terms
of this Agreement. Buyer and Seller shall execute Escrow Holder's general escrow instructions
upon request; provided, however, that if there is any conflict or inconsistency between such
general escrow instructions and this Agreement, this Agreement shall control. Upon the Close of
Escrow, Escrow Holder shall pay any sum owed to Seller with immediately available federal
funds.
3.2 Closine Date. The Escrow shall close ("Close of Escrow") on or before
July 2, 2002 (the "Closing Date"), provided that all conditions precedent to the Close of Escrow
applicable to the Property as set forth in this Agreement, have been satisfied or waived by the
party intended to be benefited thereby. Notwithstanding the foregoing, Buyer shall have the
right, exercisable in Buyer's sole discretion, to extend the Closing Date for up to four (4), thirty
(30) day extensions (the "Closing Date Extension(s)"). The Closing Date Extension(s) must be
exercised by Buyer giving Seller and Escrow Holder written notice of such election to extend, at
least two (2) business days prior to the then current Closing Date. The to
Date
Extension(s) must be exercised consecutively and may only be exercised one at a time. In
consideration for the granting of the Closing Date Extension(s), the Purchase Price shall be
increased by the amount of Two Hundred Twelve Thousand Five Hundred Dollars ($212,500.00)
for each of the thirty (30) day Closing Date Extension(s) exercised by Buyer (the "Closing Date
Extension Fee(s)"), resulting in a potential increase in the Purchase Price of Eight Hundred Fifty
Thousand Dollars ($850,000.00) in the event Buyer elects to exercise all four (4) Closing Date
Extension(s). Notwithstanding the foregoing Closing Date Extension(s), in no event shall the
Closing Date be extended and the Close of Escrow occur later than October 31, 2002.
3.3 Buver's Conditions to Closing. The Close of Escrow by Buyer is subject
to and contingent on the satisfaction of each of the following conditions, or waiver of same by
Buyer in writing in Buyer's sole discretion:
3.3.1 Title Policv. The Title Company's com-t
ent to issue or the
issuance of the Buyer's Title Policy complying with the requirements of Section 3.6.2 below.
3.3.2 General Conditions. Seller having perfonned and satisfied all
agreements and covenants required by this Agreement and/or the Option Agreement, to be
performed by Seller prior to or at the time of the Close of Escrow.
3.33 Representations and Warranties. All representations and
warranties of Seller contained in the Option Agreement and this Agreement shall be true and
correct as of the date made and as of the Close of Escrow with the same effect as though such
representations and warranties were made at and as of Close of Escrow.
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3.3.4 Covenants. Seller shall have performed and satisfied all
agreements and covenants required hereby to be performed by Seller prior to or at the Close of
Escrow.
3.3.5 Wall Improvements. Seller hereby acknowledges and agrees
that Seller is obligated to construct certain wall improvements in connection with its
development of certain real property, all as more particularly described in Exhibit ' F", attached
hereto and incorporated herein by reference. As consideration for Buyer's obligations hereunder,
Seller hereby agrees to complete the wall improvements by the later of (i) the date that is six (6)
months after the Close of Escrow, (ii) the date that is six (6) months after the date that this
Agreement expires or is otherwise terminated, or (iii) the date that is six (6) months after the date
that the owner of fee title to the real property upon which the wall improvements are to be
constructed, grants permission for Seller to construct the wall improvements thereon. Seller's
completion of its obligations hereunder concerning the wall improvements shall be evidenced by
a final inspection by the appropriate agency of the City of La Quinta. If Seller does not complete
the wall improvements within six (6) months of the date that this Agreement expires or is
other\vise is terminated, then Buyer shall be entitled to a refund of the Deposit and Seller shall
not be relieved of its obligation to construct the wall improvements; provided, however such six
(6) month time period shall be extended if Seller is unable to complete the improvements within
the six (6) month period because of an Event of Force Ma cure (as defined in Section 35 below)
so long as Seller diligently pursues the completion of the wall improvements.
3.3.6 Estoppel Certificate; Pelz Lease. Seller shall obtain and deliver
the originally executed Estoppel Certificate described in Section 3.8 2 below. Seller hereby
represents, warrants, and agrees that. as of the Close of Escrow, that certain Agreement dated
September 8, 1994, by and between Dave Pelz Short Game School and KSL Recreation
Corporation, as amended (the "Pelt Agreement") shall be of no force or effect whatsoever, and
that Seller shall deliver to Buyer fee title to the Real Property free and clear of any possessory
interest created by the Pelz Agreement.
3.4 Buyer's Termination of this Agreement. If Buyer terminates this
Agreement as a result of (i) a failure of any condition precedent set forth in Sections 3.3.1
through 3.3.6, inclusive, (ii) an Event of Force Majeure (as defined in Section 35 below), or (iii)
a Seller default under the terms of this Agreement and/or the Option Agreement, then upon such
termination, Escrow Holder shall deliver the Deposit and any and all interest earned thereon to
Buyer; provided, however, in the event that Buyer, in its sole and absolute discretion, terminates
this Agreement as a result of a failure of the condition precedent set forth in Section 3.3.3 which
failure arose from a Subsequent Circumstance, then Buyer shall only be entitled to a refund of
the Additional Deposit, and all interest accrued thereon, and Seller shall retain the Option
Deposit. Notwithstanding the foregoing or any provision set forth herein or in the Option
Agreement to the contrary, Buyer, in its sole and absolute discretion, has the absolute right to
terminate this Agreement for any reason whatsoever and, upon Buyer's termination of this
Agreement as a result of any reason other than as set forth in the first sentence of this Section
3.4, Escrow Holder shall deliver the Deposit to Seller; provided, however, any and all interest
earned on the Deposit shall be refunded to Buyer. Upon termination of this Agreement pursuant
to this Section 3.4: (a) each party shall promptly execute and deliver to Escrow Holder such
documents as Escrow Holder may reasonably require to evidence such termination; (b) Escrow
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Holder shall return all documents to the respective parties who delivered such documents to
Escrow; (c) Buyer and Seller shall each pay one-half (%2) of Escrow Holder's title and escrow
cancellation fees, if any; (d) Buyer shall return to Seller all Due Diligence Items in Buyer's
possession or under Buyer's control relating to the Property including any tests or studies
prepared by or on behalf of Buyer (without any representations or warranty by Buyer and at no
cost to Buyer) with respect to the Property; and (e) the respective obligations of Buyer and Seller
under this Agreement shall terminate; provided, however, notwithstanding the foregoing,
Buyer's and Seller's indemnity obligations under the Option Agreement and this Agreement
shall survive any such termination of the Agreement, and the termination of this Agreement shall
not release any other indemnity obligation of Buyer and/or Seller.
3.5 Seller's Conditions to Closing. The Close of Escrow by Seller is subject
to and contingent upon the satisfaction of the following conditions or the waiver of same by
Seller in writing, in Seller's sole discretion:
3.5.1 Representations and Warranties. All representations and
warranties of Buyer contained in the Option Agreement shall be true and correct as of the date
made and as of the Close of Escrow with the same effect as though such representations and
warranties were made at and as of Close of Escrow.
3.5.2 Covenants. Buyer shall have performed and satisfied all
agreements and covenants required hereby to be performed by Buyer prior to or at the Close of
Escrow.
3.6 Title and Title Insurance.
3.6.1 Deed. On the Closing Date, Seller shall convey title to the
Property to Buyer by grant deed in the form of Exhibit "C" attached hereto and incorporated
herein by this reference ("Deed").
3.6.2 Buver's Title Policy. Upon the Close of Escrow, Escrow
Holder shall cause the Title Company to issue to Buyer an ALTA Standard Coverage Owner's
Policy of Title Insurance issued by the Title Company, with liability in an amount equal to the
Purchase Price together with such endorsements to the policy as may be reasonably requested by
Buyer, showing the Real Property vested in Buyer (or Buyer's assignee or nominee) free and
clear of options, rights of first refusal or other purchase rights, lis pendens and monetary liens
and/or encumbrances and subject only to:
(a) The Approved Title Conditions (as defined in Section
8.2 of the Option Agreement); and
(b) Title exceptions, if any, resulting from documents being
recorded or delivered through Escrow.
3.6.3 ALTA Extended Coverage Owner's Policy. Buyer shall have
the right to procure an ALTA Extended Coverage Owner's Policy of Title Insurance ("Extended
Coverage Policy") as long as the issuance of the Extended Coverage Policy does not delay or
extend the Closinu Date. Buyer shall pay for the increased cost between the cost of the Buyer's
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Title Policv and such Extended Coverage Policy, the cost of any ALTA survey that the Title
Company requires for issuance of an Extended Coverage Policy, and for the cost of any other
increase in the amount or scope of title insurance if Buyer elects to increase the amount or scope
of title insurance coverage provided in the Buyer's Title Policy.
3.7 Closing Costs and Charges.
3.7.1 Seller's Costs. Seller shall pay (a) one-half (i) of Escrow
Holder's fees; (b) the premiums for the Buyer's Title Policy; (c) all expenses and charges
incurred in connection with the discharge of delinquent taxes, if any, which may be required in
order for the Title Company to issue the Buyer's Title Policy in accordance with Section 3.6.2
above; (d) the cost of any endorsements obtained by Seller or at Seller's direction to insure
against matters disapproved by Buyer in accordance with the Option Agreement which Seller
agreed to cure; (e) Seller's share of prorations as determined in accordance with Section 3.I I of
this Agreement; and (f) all documentary transfer taxes payable in connection with the transfer of
the Property.
3.7.2 Buyer's Costs. Buyer shall pay (a) one-half (112) of the Escrow
Holder's fee; (b) the document recording charges; (c) any costs arising out of the Extended
Coverage Policy which are described in Section 3.6.3; (d) the cost of all endorsements except
those described in Section 3.7.1 above-, and (e) Buyer's share of prorations as determined in
accordance with Section 3.I I below.
3.7.3 Other Costs. All other costs, if any, shall be apportioned in the
customary manner for real property transactions in Riverside County, California.
3.8 Deposit of Documents and Funds by Seller. Not later than one (1)
business day prior to the Closing Date, Seller shall deposit the following items into Escrow, each
of which shall be duly executed and acknowledged by Seller, as applicable, where appropriate:
3.8.1 The Deed, duly executed and acknowledged by Seller
conveying the Property to Buyer;
3.8.2 Two (2) counterparts of an assignment of lease, duly executed
by Seller, in the form attached hereto as Exhibit "D" incorporated herein by reference, assigning
the lease described therein, security deposits, if applicable, and all other rights in and to said
leases from Seller to Buyer (the ".Assignment of Lease") and an originally executed estoppel
certificate, in the form attached hereto as Exhibit "G", by MDS Consulting, a California
corporation, as tenant under that certain Lease Agreement (Bull Barn) dated July 1, 1997 (the
"Estoppel Certificate");
3.8.3 Two (2) counterparts of an agreement containing covenants
affecting real property, duly executed by Seller, in the form attached hereto ' as Exhibit "E"
incorporated herein by reference, concerning the use of the Real Property (the ,Agreement
Containing Covenants Affecting Real Property");
3.8.4 An affidavit executed by Seller to the effect that Seller is not a
"foreign person" within the meaning of Internal Revenue Code Section 1445 ("Certification")
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270736.14 a05120/02 -6
and an executed California Exemption Certificate and Nonresident Waiver Request for Real
Estate Sales (Form 597-W) ("Form 597W");
3.8.5 Other documents pertaining to Seller's authority to record the
Deed that may reasonably be required by Escrow Holder to close the Escrow in accordance with
this Agreement; and
3.8.6 Any other documents, instruments, funds and records required
to be delivered to Buyer under the terns of this Agreement that have not been previously
delivered.
3.9 Deposit of Documents and Funds by Buyer. Buyer shall after satisfaction
of all conditions precedent to the Close of Escrow, deposit the following items into Escrow in
sufficient time to permit the Close of Escrow:
3.9.1 The cash Balance of the Purchase Price;
3.9.2 Two (2) counterparts of the Assignment of Lease duly
executed by Buyer;
3.9.3 Two (2) counterparts of the Agreement Containing Covenants
Affecting Real Property, duly executed by Buyer;
3.9.4 All other funds and documents as may reasonably be required
by Escrow Holder to close the Escrow in accordance with this Agreement.
3.10 Delivery of Documents and Funds at Closing. Provided that all applicable
conditions to closing set forth in this Agreement have been satisfied or, as to any condition not
satisfied, waived in writing by the party intended to be benefited thereby, on the Closing Date,
Escrow Holder shall conduct the closing by recording or distributing the following documents
and funds in the following manner:
3.10.1 Recorded Documents. Record the Deed and the Agreement
Containing Covenants Affecting Real Property, in that order, and any other documents that the
parties instruct you to record, in such order as the Escrow Holder is instructed, in the Official
Records of Riverside County and deliver conformed copies of each to Buyer and Seller;
3.10.2 Buyer's Documents and Funds. Deliver to Buyer the following
documents: (a) the original Buyer's Title Policy; (b) an original fully -executed counterpart of the
Assignment of Lease: (c) the original Certification; (d) the original Form 597W; and (e) such
funds as may be refunded to Buyer at the Closing; and
3.10.3 Purchase Price. Deliver or cause to be delivered to Seller the
following: (a) the Purchase Price and such other funds, if any, as may be due to Seller by reason
of credits under this Agreement, less all items chargeable to Seller under this Agreement; and (b)
an original fully -executed counterpart of the Assignment of Lease.
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3.11 Prorations and Adjustments.
3.11.1 General. Real property taxes and Operating Expenses (as
defined in Section 3.11.3 below), if any, affecting the Property shall be prorated as of midnight
on the day preceding the Close of Escrow. For purposes of calculating prorations, Buver shall be
deemed to be in title to the Property, and therefore responsible for the expenses, for the entire
day upon which the Close of Escrow occurs.
3.11.2 Taxes and Assessments. All non -delinquent real estate taxes
and current installments of assessments affecting the Property which are payable by Seller shall
be prorated as of the Close of Escrow based on the actual current tax bill. All delinquent taxes
and assessments, if any, affecting the Property which are payable by Seller shall be paid at the
Close of Escrow from finds accruing to Seller. Any refunds of real estate taxes and assessments
attributable to the period prior to the Close of Escrow shall be paid to Seller upon receipt.
whether such receipt occurs before or after the Close of Escrow.
3,11.3 Operating Expenses. All utility service charges for electricity,
other utilities, common area maintenance, taxes (other than real estate taxes and income taxes)
such as rental taxes, association and membership dues and assessments, and other expenses
affecting the Property which are payable by Seller (collectively, "Operating Expenses") shall be
prorated on an accrual basis. Alternatively, Seller may cause any utility company to transfer
billings to Buyer upon the Close of Escrow. Seller shall pay all such expenses that accrue prior
to the Close of Escrow and Buyer shall pay all such expenses accruing on the Close of Escrow
and thereafter. To the extent possible, Seller and Buyer shall obtain billings and meter readings
as of the Close of Escrow to aid in such prorations.
3.11.4 Method of Proration. Escrow Holder shall prepare a schedule
of tentative prorations prior to the Closing Date. Such prorations, if and to the extent known and
agreed upon by Buyer and Seller as of the Close of Escrow, shall be paid by Buyer to Seller (if
the prorations result in a net credit to the Seller) or by Seller to Buyer (if the prorations result in a
net credit to the Buyer) by increasing or reducing the cash to be paid by Buyer at the Close of
Escrow. Any such prorations not determined or not agreed upon as of the Close of Escrow shall
be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash as soon as
practicable following the Close of Escrow. Buyer's and Seller's obligations with respect to
prorations under this Agreement shall survive for a period of two (2) months after the Close of
Escrow.
4. Subdivision and Development Bonds; Off -Site and On -Site Improvements.
To the extent there currently exist (or will exist prior to the Close of Escrow) in
favor of governmental bodies or agencies or other third parties, letters of credit, certificates of
deposit, improvement bonds and/or other forms of security (collectively "Bonds") which insure
the completion of on -site and/or off -site improvements allocable to the Property, the payment of
all labor and materials relating to such improvements, or the performance of the parties
constructing such improvements, Buyer agrees that it shall not prevent Seller from obtaining
releases of such Bonds to the extent that Seller is so entitled by reason of the conveyance
contemplated by this Purchase Agreement. Buyer acknowledges that there presently exists on
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270736.14 a05/20.102 -8
the Property two (2) storm drain water retention basins drainage facilities (together, the
"Drainage Facilities") which serve as part of the City's overall master drainage facilities plan
(the "City Drainage Facilities"). Buyer agrees that in connection with its ownership and
development of the Property, that Buyer will not impede the water flows from the City Drainage
Facilities to the Drainage Facilities as such water flows exist as of the Close of Escrow;
provided, however, nothing set forth in this sentence or elsewhere in this Agreement shall be
interpreted so as to limit Buyer's right to relocate the Drainage Facilities in Buyer's sole and
absolute discretion. Nothing set forth in this Section 4 or set forth in any other provision
contained elsewhere in this Agreement or the Option Agreement shall be construed so as to
obligate Buyer to undertake any responsibility or obligation whatsoever relating to the
entitlements for the Property or any obligations to which the Bonds relate, including, without
limitation, any obligations or responsibilities concerning the completion of on -site and/or off -site
improvements allocable to the Property, the payment of any labor and/or materials costs relating
to such on -site or off -site improvements, or the performance of construction of such on -site or
off -site improvements. Except as set forth in Section 3.3.5 above concerning the wall
improvements, nothing set forth in this Section 4 or set forth in any other provision contained
elsewhere in this Agreement or the Option Agreement shall be construed so as to obligate Seller
to undertake any responsibility or obligation whatsoever directly allocable to the Property
relating to the entitlements for the Property, including, without limitation, any obligations or
responsibilities concerning the completion of on -site and/or off -site improvements allocable to
the Property, the payment of any labor and/or materials costs relating to such on -site or off -site
improvements, or the performance of construction of such on -site or off -site improvements, it
being agreed upon between Seller and Buyer that such on -site and off -site improvements
allocable to the Property include without limitation, improvements to the southern most traffic
lanes of that portion of Avenue 52 adjacent to the Property, along with curb, gutter and related
parkway improvements; provided, however, nothing set forth in this Agreement shall be
interpreted so as to relieve Seller from any obligation that may exist, as set forth in those certain
Tract Map Nos. 24889 and 24890, including, without limitation, any and all conditions of
approval and subdivision agreements, subject to Seller's right, if any, to receive reimbursements
as set forth in the conditions of approval for Tract Map Nos. 24889 and 24890. The terms,
conditions and obligations set forth in this Section 4 shall survive the Close of Escrow.
5. Delivery and Possession.
At the Close of Escrow, Seller shall deliver to Buyer possession of the Property in
substantially the same condition as existed on the Contract Date, free of all debris and rubbish
located on those areas of the Property commonly referred to by Seller as the Bunk House and
Maintenance Facility, and subject to all matters of record or apparent.
6. Commissions.
Buyer and Seller each represent and warrant to the other that neither party has
engaged a real estate broker or finder in connection with the sale of the Property to Buyer and
that there are no commissions, finder's fees or brokerage fees owing, arising out of the
transactions contemplated by this Agreement. Buyer shall protect, indemnify, defend (with
counsel reasonably acceptable to Seller) and hold the Seller and Seller's officers, directors,
shareholders, participants, affiliates, employees, representatives, invitees, agents, consultants and
615/015610-0048
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contractors (collectively, the "Seller Parties") harmless from and against any and all Claims in
connection with claims for any such other commissions, finders' fees or brokerage fees arising
out of Buyer's conduct or the inaccuracy of the foregoing representation and/or warranty of
Buyer. Seller shall protect, indemnify, defend (with counsel reasonably acceptable to Buyer) and
hold Buyer and Buyer's officers, directors, shareholders, participants, affiliates, employees,
representatives, invitees, agents, consultants and contractors (collectively, the "Buyer Parties")
harmless from and against any and all Claims in connection with claims for any such other
commissions, finders' fees or brokerage fees arising out of Seller's conduct or the inaccuracy of
the foregoing representation and/or warranty of Seller.
7. Risk of Loss.
Prior to Seller's delivery of possession of the Property to Buyer at the Closing, the
risk of loss or damage to the Property shall remain upon Seller. If the Property suffers damages
as a result of any casualty prior to the Closing, then Seller shall give written notice thereof to
Buyer promptly after the occurrence of the casualty. Buyer can elect to either (i) require Seller
to repair and restore same, in which event, the Closing Date will be extended until such date as
may be reasonably required to complete the repair and restoration, in which case, Seller shall
retain all insurance proceeds (provided that in no event will the Closing be extended for more
than ninety (90) days); or (ii) accept the Property in its damaged condition, together with an
assignment of Seller's insurance proceeds and a credit against the Purchase Price for the amount
of any deductible (and Seller hereby agrees that it shall not sell or compromise any insurance
claim affecting the Property without Buyer's prior written consent, which consent shall not be
unreasonably withheld or delayed). In the case of an uninsured casualty, if Buyer elects to
accept the Property in its damaged condition, then Buyer shall receive a credit towards the
Purchase Price in the amount of the casualty.
8. Condemnation.
In the event that, prior to the Close of Escrow, any governmental entity shall
commence any actions of eminent domain or similar type proceedings to take any portion of the
Property, Seller shall give prompt written notice thereof to Buyer, and Buyer shall have the
option either to (i) elect not to acquire the Property, or (ii) complete the acquisition of the
Property, in which case Buyer shall be entitled to all the proceeds of such taking (and Seller
hereby agrees that it shall not settle or compromise the proceedings without Buyer's prior written
consent, which consent will not be unreasonably withheld or delayed).
9. Seller's Representations and Warranties-, Indemnification.
Seller's representations and warranties to Buyer as set forth in this Agreement and
in the Option Agreement shall be deemed made as of the date of this Agreement and as of the
Closing Date. Seller shall indemnify Buyer against and hold Buyer harmless from any and all
loss, damage, liability or expense, including court costs and reasonable attorneys' fees, which
Buyer may reasonably incur or sustain either prior to or following the Closing Date by reason of
or in connection with (i) any breach of Seller's representations and/or warranties contained
herein; (ii) the failure of Seller to fulfill any of its covenants or agreements under this
Agreement; (iii) any and all obligations, liabilities, claims, accounts, demands, liens or
615/015610-0048 _ O_
270736.14 a05/20102
encumbrances, whether direct, contingent or consequential, in any way related to or arising from
any act, conduct, omission, contract, agreement or commitment of Seller or in any way relating
to or arising from the use or occupancy of the Property, during Seller's (or any Seller Parties')
ownership of the Property, prior to the Closing Date; or (iv) in any way relating to the
generation, treatment, storage or disposal of Hazardous Substances, during Seller's (or any Seller
Parties') ownership of the Property, prior to the Close of Escrow. Buyer shall notify Seller
within ten (10) days in the event any claim is made against it for which Seller shall have agreed
to indemnify Buyer as set forth in this Agreement, and Seller shall thereupon undertake to defend
and hold Buyer free and harmless therefrom. Should Seller fail to discharge or undertake to
defend against any such liability, then Buyer shall deliver to Seller written notification of such
failure. If Seller fails, within ten (10) business days of receipt of any such notification from
Buyer, to discharge or undertake to defend against such liability, then Buyer may settle the same,
and Seller's liability to Buyer shall be conclusively established by such settlement, the amount of
such liability shall include both the settlement consideration and the reasonable costs, attorneys'
fees and expenses necessarily incurred by the Buyer in effecting such settlement. The terms and
conditions of this paragraph shall expressly survive the Closing and not merge therein.
10. Buyer's Representations and Warranties.
Buyer represents and warrants to Seller that Buyer has the legal power, right and
authority to enter into this Agreement. All requisite action has been taken by Buyer's governing
board in connection with the entering into this Agreement. The individual executing this
Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right,
and actual authority to bind Buyer to the terms and conditions hereof and thereof. This
Agreement and all documents required hereby to be executed by Buyer and shall be valid, legally
binding obligations of and enforceable against Buyer in accordance with their terms, subject only
to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or
equitable principles affecting or limiting the rights of contracting parties generally.
11. "As -Is" Sale; Waiver.
Except for Seller's representations and warranties set forth in the Option
Agreement and this Agreement, Buyer acknowledges that it is acquiring the Property in its "As -
Is" condition, including without limitation, the matters described on Exhibit `B" and it is
understood and agreed that Seller is not making any warranties or representations of any kind or
character, express or implied, with respect to the Property, including, but not limited to,
warranties or representations as to matters of title (other than seller's warranty of title implied in
a warranty deed), zoning, tax consequences, physical or environmental condition, operating
history or projections, valuation, governmental approvals, governmental regulations or any other
matter or thing relating to or affecting the Property. Except for the representations and
warranties contained herein, Buyer agrees that with respect to the Property, Buyer has not relied
upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller.
Buyer has conducted or will conduct such inspections and investigations of the Property
including, but not limited to, the physical and environmental condition thereof, and rely upon
same and, upon closing, shall assume the risk that adverse matters may not have been revealed
by Buyer's inspections and investigations. Except for the representations and warranties
expressly contained herein, Buyer acknowledges and agrees that upon closing, Seller shall sell
615: 015610-0048
270736.14 a05 20/02
and convey to Buyer, and Buyer shall accept the Property "as is," "where is," "with all faults,"
and there are no oral agreements, warranties or representations, collateral to or affecting the
Property by Seller or any third party. The terms and conditions of this paragraph shall expressly
survive the Closing and not merge therein.
Other than with respect to a breach of an express representation of Seller set forth
in this Agreement and/or the Option Agreement, any matter with respect to which Seller has
indemnified Buyer as set forth in the Option Agreement and/or the Purchase Agreement, and/or
any third party claim arising from an act or omission of Seller or any Seller Parties which act or
omission occurred prior to the Closing Date, effective as of the Close of Escrow, Buyer for itself
and its successors and assigns hereby releases Seller and all Seller Parties. from any and all
liability in connection with any claims which Buyer may have against Seller. In addition, except
with respect to the inaccuracy of representation by Seller regarding Hazardous Substances
expressly set forth in this Agreement, Buyer hereby agrees not to assert any claims for losses,
damages, liabilities, costs and expenses which are presently unknown, unanticipated and
unsuspected, against Seller whether in tort, contract or otherwise, arising from Seller's
ownership of the Property including, without limitation, any claim relating directly or indirectly
to the existence of asbestos, lead or any hazardous substances on or environmental conditions of,
the Property or arising under laws, or relating in any way to the quality of the environment at the
Property. This release will survive the Close of Escrow. It is the intention of the parties that the
foregoing release will be effective with respect to all matters, past and present, known and
unknown, suspected and unsuspected.
Buyer realizes and acknowledges that factual matters now unknown to it may
have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are
presently unknown, unanticipated and unsuspected, and Buyer further agrees that the waivers
and releases herein have been negotiated and agreed upon in light of that realization and that
Buyer nevertheless hereby intends to release, discharge and acquit Seller from any such
unknown losses, damages, liabilities, costs and expenses. In furtherance of this intention, the
Buyer hereby expressly waives any and all rights and benefits conferred upon it by the
provisions of California Civil Code Section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
Buyer acknowledges that the foregoing acknowledgments, releases and waivers including
without limitation the waiver of the provisions of California Civil Code Section 1542 were
expressly bargained for.
Buyers initials 4q— /4
615/015610-0048 -12-
270736.14 a05/20!02
12. Default.
12.1 Liquidated Damages. IN THE EVENT THAT BUYER FAILS TO
TIMELY PERFORM ANY TERM OR PROVISION OF THIS AGREEMENT WHICH IT IS
OBLIGATED TO PERFORM, OTHER THAN DUE TO AN EVENT OF FORCE MAJEURE
OR A DEFAULT OF SELLER, THE DAMAGES THAT SELLER WILL INCUR BY
REASON THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT
TO FIX. BUYER AND SELLER IN A REASONABLE EFFORT TO ASCERTAIN WHAT
SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY BUYER
HAVE AGREED THAT SUCH DAMAGES SHALL BE IN AN AMOUNT EQUAL TO THE
DEPOSIT, WHICH DAMAGES SHALL BE RELEASED BY ESCROW HOLDER TO
SELLER, UPON DEMAND, AS LIQUIDATED DAMAGES. SAID LIQUIDATED
DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF
AND FOR SUCH DEFAULT AND IN NO EVENT SHALL SELLER HAVE ANY RIGHT TO
SPECIFIC PERFORMANCE NOR SHALL SELLER BE ENTITLED TO ANY DAMAGES
(OTHER THAN THE DEPOSIT) FOR LOST OPPORTUNITY, LOST PROFITS, OR ANY
OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES OF ANY NATURE. SELLER
AND BUYER HAVE EACH PLACED THEIR INITIALS BELOW TO INDICATE THAT
THEY HAVE READ, UNDERSTAND AND AGREED TO THIS LIQUIDATED DAMAGES
PROVISION.
"Seller"
TW
"Buyer"
12.2 Buver's Remedies. If Seller fails to timely perform any term or provision
of this Agreement that it is obligated to perform, then Seller shall be in default of this
Agreement. Upon a default by Seller (i) Escrow Holder shall, upon receipt of Buyer's written
instruction, immediately return the Deposit to Buyer and/or (ii) Buyer shall be permitted to
pursue such remedies at law or in equity as may be available to it under California law,
including, without limitation, an action for damages and/or specific performance.
12.3 No Contesting Liquidated Damages. As material consideration to each
party's agreement to the liquidated damages provision stated above, each party hereby agrees to
waive any and all rights whatsoever to contest the validity of the liquidated damages provision
for any reason whatsoever, including, but not limited to, that such provision is unreasonable
under circumstances existing at the time this Agreement was made.
13. Waiver of Trial by Jurv.
Seller and Buyer, to the extent they may legally do so, hereby expressly waive
any right to trial by jury of any claim, demand, action, cause of action, or proceeding arising
under or with respect to this Agreement, or in any way connected with, or related to, or
incidental to, the dealings of the parties hereto with respect to this Agreement or the transactions
related hereto or thereto, in each case whether now existing or hereafter arising, and irrespective
of whether sounding in contract, tort, or otherwise. To the extent they may legally do so, Seller
and Buyer hereby agree that any such claim, demand, action, cause of action, or proceeding shall
be decided by a court trial without a jury and that any party hereto may file an original
615/015610-0048
270736.14 a05!20/02 -13-
counterpart or a copy of this section with any court as written evidence of the consent of the
other party or parties hereto to waiver of its or their right to trial by jury.
14. Attorneys' Fees.
Should any litigation be commenced between the parties hereto concerning this
Agreement, the party or parties prevailing in such litigation, shall be entitled, in addition to such
other relief as may be granted, to its expert witness fees and reasonable attorneys' fees and costs.
15. Notices.
All notices, demands, approvals, and other communications provided for in this
Agreement shall be in writing and shall be effective upon the earlier of the following to occur:
(a) when delivered to the recipient by personal delivery or by a commercial delivery service; (b)
three (3) business days after deposit in a sealed envelope in the United States mail, postage
prepaid by registered or certified mail, return receipt requested, addressed to the recipient as set
forth below; or. (c) receipt of a legible facsimile transmission with confirmation of such receipt.
All notices shall be addressed to the recipient as set forth below:
If to Seller: KSL Land Holdings, Inc.
50-905 Avenida Bermudas
La Quinta, California 92253
Attention: Mr. Chevis Hosea
Telephone: (760) 564-7146
Facsimile: (760) 564-8190
With a copy to: KSL Land Holdings, Inc.
50-905 Avenida Bermudas
La Quinta, California 92253
Attention: Legal Department
Telephone: (760) 564-8023
Facsimile: (760) 564-8003
If to Buyer: La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
Attention: Mr. Mark Weiss
Telephone: (760) 777-7031
Facsimile: (760) 777-7101
With a copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attention: M. Katherine Jenson, Esq.
Telephone: (714) 641-3413
Facsimile: (714) 546-9035
615!015610-0048
2 70736.1 4
a05120/02 -14-
If to Escrow Holder: Fidelity National Title Insurance Company
7344 Magnolia Avenue, Suite 275
Riverside, California 92504
Attention: Ms. Lisa Conlin
Telephone: (800) 940-7794
Facsimile: (909) 637-1935
The foregoing addresses may be changed by written notice given in accordance
with this Section. If the date on which any notice to be given hereunder falls on a Saturday,
Sunday or any legal holiday, or any day in which La Quinta City Hall is closed for business, then
such date shall automatically be extended to the next business day immediately following such
Saturday, Sunday, legal holiday, or day that La Quinta City Hall is closed for business.
16. Amendment*. Complete Agreement.
All amendments and supplements to this Agreement must be in writing and
signed by Buyer and Seller. This Agreement contains the entire agreement and understanding
between Buyer and Seller concerning the subject matter of this Agreement and supersedes all
prior agreements, terms, understandings, conditions, representations and warranties, whether
written or oral, made by Buyer or Seller concerning the Property or the other matters which are
the subject of this Agreement. This Agreement has been drafted through a joint effort of the
parties and their counsel and, therefore, shall not be construed in favor of or against either of the
parties.
17. Governing Law.
This Agreement shall be construed in accordance with the internal laws of the
State of California, without regard to principles of conflicts of law.
18. Severability.
If any provision of this Agreement or application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement
(including the application of such provision to persons or circumstances other than those to
which it is held invalid or unenforceable) shall not be affected thereby, and each provision of this
Agreement shall be valid and enforced to the fullest extent permitted by law.
19. CounteMarts Headings and Defined Terms.
This Agreement may be executed in original counterparts, each of which shall be
an original, but all of which together shall constitute one agreement. The headings to sections of
this Agreement are for convenient reference only and shall not be used in interpreting this
Agreement.
20. Time of the Essence.
Time is of the essence of this Agreement.
615/015610-0048
270736.14 a05120-02 -15-
21. Waiver.
No waiver by Buyer or Seller of any of the terms or conditions of this Agreement
or any of their respective rights under this Agreement shall be effective unless such waiver is in
writing and signed by the party charged with the waiver.
22. Third Parties.
This Agreement is entered into for the sole benefit of Buyer and Seller and their
respective permitted successors and assigns. No party other than Buyer and Seller and such
permitted successors and assigns shall have any right of action under or rights or remedies by
reason of this Agreement.
23. Additional Documents.
Each party agrees to perform any further acts and to execute and deliver such
further documents which may be reasonably necessary to carry out the terms of this Agreement.
24. Independent Counsel.
Buyer and Seller each acknowledge that: (i) they have been represented by
independent counsel in connection with this Agreement; (ii) they have executed this Agreement
with the advice of such counsel; and (iii) this Agreement is the result of negotiations between the
parties hereto and the advice and assistance of their respective counsel. The fact that this
Agreement was prepared by Buyer's counsel as a matter of convenience shall have no import or
significance. Any uncertainty or ambiguity in this Agreement shall not be construed against
Buyer because Buyer's counsel prepared this Agreement in its final form.
25. Legal Parcel.
Buyer acknowledges that all portions of the Real Property may not presently be
separate legal parcels; however, Buyer and Seller have determined in conjunction with the Title
Company that conveyance of title to the Real Property to Buyer is insurable as a separate legal
parcel(s), if described by metes and bounds description, pursuant to California Government Code
Section 66410 et seq.
26. [INTENTIONALLY DELETED.]
27. [INTENTIONALLY DELETED.]
28. Assignment.
Prior to the Close of Escrow, Buyer shall not assign this Agreement or any
interest therein to any third party without Seller's prior written consent, which consent shall not
be unreasonably withheld or delayed; provided, however, notwithstanding the foregoing, Buyer
may transfer and assign its rights and obligations under this Agreement, upon notice to Seller,
but without Seller's consent, to the City of La Quinta, any public financing or joint powers
authority in which Buyer is a member, or any other governmental agency or governmental
615'015610-0048
270736.14 a05'20i02 -16-
instrumentality associated or affiliated with Buyer, in which event Buyer's liabilities and
obligations hereunder or under the Purchase Agreement, if applicable, shall be binding upon
such assignee, and Buyer shall be relieved therefrom. Prior to the Close of Escrow, Seller shall
have the right to assign its rights and obligations under this Agreement upon notice to Buyer, but
without Buyer's consent, to an entity that is owned or controlled by or affiliated with Seller, as
long as the transferee executes an assumption agreement in a form acceptable to Buyer in its
reasonable discretion and provided that the transferee agrees to assume in full all of Seller's
obligations under this Agreement applicable to the interest so transferred. Any assignment by
Seller other than to an entity that is owned or controlled by or affiliated with Seller as described
above, shall require the written consent of Buyer, which consent shall not be unreasonably
withheld or delayed. Any purported assignment in violation of the terms of this Agreement shall
be void.
29. Successors and Assiens.
Subject to Section 28 above, this Agreement shall be binding upon and inure to
the benefit of the heirs, successors and assigns of the parties hereto.
30. Exhibits.
Each reference to a Section or Exhibit in this Agreement shall mean the sections
of this Agreement and the exhibits attached to this Agreement, unless the context requires
otherwise. Each such exhibit is incorporated herein by this reference.
31. Reservation of Propertv.
Seller acknowledges and agrees that, until the original Closing Date of July 2,
2002, Seller shall not continue to market the Property and/or negotiate with other potential
purchasers of the Property ("Third Party Buyers"), including, without limitation, Seller shall not
pursue back up offers and/or contracts with any such Third Party Buyers, until the original
Closing Date of July 2, 2002. In the event Buyer exercises its right to extend the Closing Date
pursuant to Section 3.2 above, then Seller shall have the right during any such Closing Date
Extension(s), to market, negotiate, and/or pursue back up offers and/or contracts with Third Party
Buyers, provided that the rights of any such Third Party Buyers in and to the Property shall be
subordinate to Buyer's rights in the Property as set forth in this Agreement.
32. Binding Effect.
The preparation and/or delivery of unsigned drafts of this Agreement shall not
create any legally binding rights in the Property and/or obligations of the parties, and Buyer and
Seller acknowledge that this Agreement shall be of no effect until it is duly executed by both
Buyer and Seller.
33. Survival.
Unless otherwise specifically set forth in this Agreement, none of the
representations, warranties or indemnities set forth herein shall survive the Close of Escrow.
615-1015610-0048 270736.14 a05,20,02 -1 %_
34. Confidentiality.
Buyer and Seller agree and acknowledge that some of the information, documents
and materials (collectively, "Information") provided to or made available to Buyer by Seller or to
Buyer's agents is proprietary and confidential in nature and will be delivered to or made
available to Buyer solely in connection with Buyer's purchase of the Property. Buyer agrees not
to disclose any of such confidential Information or any of the provisions, terms or conditions
thereof, to any person; provided that Buyer shall have the right to disclose such Information with
respect to the Property and this Agreement to Buyer's consultants, attorneys or accountants
employed by Buyer to review such Information, provided that prior to any disclosure of such
Information to any of Buyer's consultants, attorneys, accountants, Buyer shall advise such
parties, to keep any such Information confidential and to otherwise comply with the terms and
conditions of this Section 34. Notwithstanding the foregoing, Seller hereby acknowledges and
agrees that, Buyer is subject to, among others, the California Public Records Act (California
Government Code Section 6250 et seq.) (the "Public Records Act") and, in order to facilitate
Buyer's compliance with this Section 34, to the extent that Seller contemplates that any
Information is confidential, Seller shall clearly mark the confidential document(s) with a
"confidential" mark. All Information, whether marked confidential or not, may also be disclosed
as required by applicable law, including, without limitation, the Public Records Act, or as is
reasonably necessary in the event of litigation between Buyer and Seller, or as reasonably
necessary for either party to pursue necessary governmental permits and approvals. Buyer shall
immediately return all of the Information, including copies thereof which were provided to or
made by Buyer, and without any representation or warranty, all copies of any studies, reports or
test results obtained by Buyer in connection with its inspection of the Property, on the first to
occur of (a) such time as Buyer determines that it shall not acquire the Property, or (b) such time
as this Agreement shall terminate for any reason.
35. Event of Force Majeure.
As used in this Agreement and, if applicable, the Purchase Agreement, an "Event
of Force Majeure" shall mean and refer to any cause that is beyond the control and without the
fault of Seller, Seller Parties, Buyer, Buyer Parties, and/or the City of La Quinta, including, without
limitation, acts of God, inclement weather, earthquakes, fires, casualties, labor or materials
shortages, civil commotion, strike, war, acts of civil or military authorities or the public enemy,
governmental delays or moratoria.
36. PGA Agreements.
This Section 36 is made in reference to (i) that certain Agreement dated March 5,
1984, by and between The Professional Golfers' Association of America ("PGA") and LML
Development Corp. of California ("LML"), as amended by that certain letter agreement dated
May 28, 1993 (together, the "1984 Agreement"), and (ii) that certain Agreement dated January
10, 1985, by and between PGA Tour, Inc., a Maryland corporation ("Tour") and Landmark Land
Company of California, Inc., a Delaware corporation ("Landmark"), as amended by that certain
letter agreement dated May 28, 1993 (together, the "1985 Agreement"). The 1984 Agreement
and the 1985 Agreement may hereinafter be referred to together as the "PGA Agreements". KSL
Desert Resorts, an affiliate of Seller, is successor in interest by assignment to LML (under the
615i015610-0048 _ 1 8-
270736.14 a05120102
1984 Agreement) and Landmark (under the 1985 Agreement). With respect to the PGA
Agreements, Seller, Buyer and KSL Desert Resorts hereby agree as follows:
(a) No Assignment or Assumption. The parties do not intend that any of the
rights or obligations set forth in the PGA Agreements be assigned to or assumed by Buyer.
Nothing set forth in this Purchase Agreement, or in any of the closing documents relating to the
transaction contemplated hereby, shall be construed to constitute an assignment to or assumption
by Buyer of any of the rights or obligations of either of the PGA Agreements. Buyer expressly
acknowledges that it and its successors and assigns have no authorization to utilize the trademark
or service mark rights pursuant to the PGA Agreements and any and all rights and obligations
under the PGA Agreements shall remain with KSL Desert Resorts.
(b) Indemnity. Seller and KSL Desert Resorts hereby irrevocably and
unconditionally agree to defend, indemnify, and hold harmless Buyer, the Buyer Parties (as
defined in Section 6 above), subsequent purchasers, successors in interest, lenders, (provided any
such subsequent purchasers, successors in interest and/or lenders obtain the PGA Agreements
Endorsement subject to the Title Company honoring its agreement to issue such Endorsement to
such subsequent purchasers, successors in interest and/or lenders, as described in Section 36(c)
below) bond holders, underwriters, attorneys, bond counsel, tax counsel, bond insurers, and golf
course operators (collectively, the "Indemnified Parties") from any and all claims, demands,
actions, judgment liens, costs, bond redemption costs, expenses, liabilities, encumbrances,
damages, or legal proceedings (with counsel reasonably acceptable to the Indemnified Parties),
which arise out of the enforcement or the attempted enforcement of either or both of the PGA
Agreements by the PGA and/or the Tour or by their successors in interest. This obligation
extends not only to third party claims against the Indemnified Parties, but also to injuries and
losses suffered by the Indemnified Parties which arise out of the enforcement or attempted
enforcement of either or both of the PGA Agreements by the PGA and/or the Tour or by their
successors in interest.
(c) Title Policy Endorsement. In connection with the Title Company's
commitment to issue to Buyer, Buyer's Title Policy, the Title Company has agreed to issue an
endorsement, a copy of which is attached hereto as Exhibit "H" and by this reference made a part
hereof (the "PGA Agreements Endorsement"). In the event of an enforcement or an attempted
enforcement of either or both of the PGA Agreements by the PGA and/or the Tour or by their
successors in interest which is covered by the PGA Agreements Endorsement, Buyer agrees to
promptly tender the matter to the Title Company and to pursue Buyer's rights against the Title
Company, with all reasonable non -litigation diligence, prior to pursuing the rights contained in
Section 36(b) against Seller and/or KSL Desert Resorts. Buyer shall not be required under this
provision to pursue litigation against the Title Company prior to enforcing its rights under
Section 36(b) against Seller and/or KSL Desert Resorts. Buyer shall promptly notify Seller and
KSL Desert Resorts of (i) any attempt by the PGA and/or the Tour or by their successors in
interest to enforce either or both of the PGA Agreements and (ii) Buyer's tender to the Title
Company of any such attempted enforcement by the PGA and/or the Tour or by their successors
in interest.
(d) Bonds. Upon the Close of Escrow, Seller and KSL Desert Resorts shall
deliver to Buyer a bond (the "Security") in a form and from an institution reasonably acceptable
615/015610-0048
270736.14 a05/20/02 -1 9-
to Buyer, in the amount of $500,000, which Security Seller and KSL Desert Resorts shall cause
to remain in effect until January 1, 2008, and shall evidence (to Buyer's reasonable satisfaction)
that in the event Seller and KSL Desert Resorts fail to comply with Seller's and KSL Desert
Resort's financial obligations under the provisions of this Section 36 that the Surety under such
Security shall endeavor to comply with Seller's and KSL Desert Resort's financial obligations
under the provisions of this Section 36. Notwithstanding the provision for the amount of the
Security, the obligations set forth in Section 36(b) shall not be limited.
(e) Joint and Several Liability. The indemnity obligations of Seller and KSL
Desert Resorts set forth in this Section 36 are joint and several.
(f) Survival. The terms, conditions, and obligations set forth in this Section
36 shall expressly survive the Closing and shall not merge therein.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
SIGNATURES FOLLOW.]
615/015610-0048
270736.14 a05/20/02 -20-
IN WITNESS WHEREOF, Buyer and Seller do hereby execute this Agreement as
of the date first written above.
SELLER:
KSL LAND HOLDINGS, INC., a Delaware
corporation
Name:
Its: President
KSL LAND HOLDINGS, INC.,
a Delaware corporation,
as trustee and nominee for the benefit
of KSL OAK LAND L.P., a Delaware
limited partnership and KSL DESERT
RESORTS, INC., a Delaware corporation
41
B
Name:
Its: President
KSL DESERT RESORTS, INC., a Delaware
corporate n
B
Name:
Its: ExCu�iuG rcE .�cs�c�•�
[SIGNATURES CONTINUED ON THE NEXT PAGE.]
615/015610-0048 270736.14 a05/20/02 -21-
[SIGNATURES CONTINUED FROM THE. PREVIOUS PAGE.]
ATTEST:
A cy Secretary —
APPROVED AS TO FORM:
RUTAN.. TUCKER, LLP
Agen y Coun 1
BUYER:
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:
Name:
Its: Chair
615-015610-0048 270736.14 a05/20/02 -22_
Acceptance by Escrow Holder and Title Officer
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the
instructions contained therein.
Dated:
Fidelity National Title Insurance Company
By:
Na ,Lisa .✓/i i-'
Title: Escrow Officer
By:
Name: A r7/ ols'i'
Title: Title Officer
615/015610-0049 -23-
270736.14 a05i20 02
EXHIBIT LIST
EXHIBIT "A" Real Property Legal Description
EXHIBIT `B" Due Diligence Items
EXHIBIT "C" Form of Grant Deed
EXHIBIT "D" Form of Assignment of Lease
EXHIBIT "E" Form of Agreement Containing Covenants Affecting Real Property
EXHIBIT "F" Description of Wall Improvements
EXHIBIT "G" Form of Estoppel Certificate, MDS Consulting
EXHIBIT "H" Form of Endorsement re PGA Agreements
615/015610-0048
2 70736.1 4
a05/20/02 -24-
EXHIBIT "A"
REAL PROPERTY LEGAL DESCRIPTION
THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
PARCEL A
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8,
TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE,
NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH
0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF
SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET
SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 859.04 FEET;
THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET
SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET;
THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE
FOLLOWING FOUR (4) COURSES:
SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND, HAVING A RADIUS OF 2060.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
270736.1 aooas EXHIBIT "A" - Page 1
270736.14 a05/20'02
46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34"
WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6;
THENCE ALONG SAID WEST LINE, NORTH 0°04' 16" EAST, 60.00 FEET TO THE POINT
OF BEGINNING.
PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS.
AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF.
PARCEL B
THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION
8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE
52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH
A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF
171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE
NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06
FEET; THENCE SOUTH 0°08'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF
476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING
THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH
89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING.
PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS.
AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF.
27073 .14 a05 2 EXHIBIT "A" - Page 2
370�36.14 a05/20i02
PARCEL C
THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8,
AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 5267.69 FEET TO
THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST,
SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID
SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89°50'56" WEST,
65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE
CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 297.88 FEET; THENCE
NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST,
3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL
AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH
89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF
THE CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 130.09 FEET TO
THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE
ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, NORTH 2°12'44" WEST, 1322.87 FEET TO A POINT ON THE
NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52;
THENCE ALONG SAID NORTH LINE, NORTH 89°51'25" EAST, 60.04 FEET TO THE
POINT OF BEGINNING.
PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS.
AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF.
PARCEL D
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE
OF SAID SECTION 9, SOUTH 89°50'56" WEST, 65.04 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING SOUTH 89°50'56" WEST, 132.94 FEET TO THE
SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF
THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF
AVENUE 54, SOUTH 89°59'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF
SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE
615/015610-0049 EXHIBIT "A" - Page 3
270736.14 a05120/02
SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89°33'59" WEST, 48.00 FEET TO
THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38"
AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET
NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8,
ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89°59'23" EAST, 2514.64
FEET; THENCE NORTH 83°02'52" EAST, 151.56 FEET; THENCE NORTH 44058'49"
EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 74.00 FEET TO THE
POINT OF BEGINNING.
PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS.
AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF.
PARCEL 2
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST,
SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH
0°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 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89°51'25" EAST, 767.06
FEET;
615 015610-0048 EXHIBIT "A" - Page 4
270736.14 a05%20/02
THENCE SOUTH 41015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00
FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44"
EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN
CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF
THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES:
SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0°00'06" EAST, 1320.62 FEET;
THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF
396.05 FEET; THENCE SOUTH 28°30'06" EAST, 74.10 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20
FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 11002'55" AND AN ARC DISTANCE OF 122.68 FEET;
THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57
FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35010'00"
WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH
40°50'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE
NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19035'00" EAST, 61.50 FEET;
THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST,
214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH
45025'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE
SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET;
THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31°50'00" WEST,
108.00 FEET; THENCE NORTH 5°55'00" WEST, 209.00 FEET; THENCE NORTH 10020'00"
EAST, 180.50 FEET; THENCE NORTH 4°40'00" EAST, 111.00 FEET; THENCE NORTH
2040'00" WEST, 88.50 FEET; THENCE NORTH 14°00'00" WEST, 202.00 FEET; THENCE
NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET;
THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST,
122.00 FEET; THENCE SOUTH 88°20'00" WEST, 75.50 FEET; THENCE NORTH 88020'00"
WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63°25'00" WEST,
59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 75050'00" WEST;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE SOUTH 88020'00"
WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH
89050'00" 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
27073 .14 a05 2 EXHIBIT "A" - Page 5
270736.14 a0>'20/02
CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8°05'00" EAST,
116.00 FEET; THENCE NORTH 7°05'00" WEST, 293.00 FEET; THENCE NORTH 45°45'00"
WEST, 143.00 FEET; THENCE NORTH 53°25'00" WEST, 284.00 FEET TO A POINT ON
THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH
0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING.
PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS.
AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF.
PARCEL 3
THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE
SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION
9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE
OF SAID SECTION 9, SOUTH 89°50'56" WEST, 65.04 FEET; THENCE PARALLEL TO
AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH
2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH
44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE
PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54,
SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027'16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE
OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH
LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT
OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT
OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12)
COURSES:
615%015610-0048 EXHIBIT "A" - Page 6
270736.14 a05120i02
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1 °34'00"
AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34°37'54" EAST, 814.10
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY
AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF
166.70 FEET; THENCE NORTH 28°13'54" EAST, 272.60 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28°30'06" WEST,
74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST,
420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06"
WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89°53' 14" EAST,
2292.43 FEET;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 3166.69 FEET; THENCE SOUTH 1°23'37"
EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 223.88 FEET TO THE
POINT OF BEGINNING.
PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS.
AS SHOWN ON SCHEDULE "1" ATTACHED HERETO AND MADE A PART HEREOF.
PARCEL 4
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE
52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST,
235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH
2012'44" EAST, 418.00 FEET; THENCE NORTH 41°15'00" WEST, 787.18 FEET; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 13°19'22" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28"
615,015610-0048 EXHIBIT "A" - Page 7
270736.14 a05!20'03
AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET
TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND
HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF
217.20 FEET TO THE POINT OF BEGINNING.
PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS.
AS SHOWN ON SCHEDULE "I" ATTACHED HERETO AND MADE A PART HEREOF.
27073 .14 aO /2 EXHIBIT "A" - Page 8
270736.14 a05!20%02
SCHEDULE "1"
TO EXHIBIT "A"
Depiction of the Real Property
[SEE ATTACHED DEPICTION]
SCHEDULE "I" TO EXHBIT "A"
270736.14 a0 /2 DEPICTION OF THE REAL PROPERTY
270736.14 a05/20�02
r T�iA:.7 1NLri. 2-^.�07-=: TFRAC7INC. 211180C-7
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SCHEDULE "l"
TO LEGAL. DESCRIPTION
PAGE 1 OF 8
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PAGE 3 OF 9
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2633.43'
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SEE SHEET 5
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SCREDULE "1"
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PAGE 4 OF 9
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PAGE 5 OF 8
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PAGE 6 OF 8
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PAGE 7 OF 8
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PAGE 8 OF 8
EXHIBIT "B"
DUE DILIGENCE ITEMS
Proforma Preliminary Title Report issued by Fidelity National Title Insurance Company
(Effective Date: April 4, 2002, Order Number 9772041-C), together with copies of
documents and instruments evidencing those title exceptions set forth on Schedule B of
such Preliminary Title Report.
2. Specific Plan No. 85-006, including any and all amendments or additions thereto:
- Amendment Number 5: Currently in process (to be provided under separate cover)
- Amendment Number 4: Dated September 22, 1998
- Amendment Number 3: Dated July 4, 1998
- Planning Commission Approval Letter Dated July 31, 1988
- Resolution 98-85 (City Council Approval: Negative Declaration)
- Resolution 98-050 (Planning Commission Approval: Negative Declaration)
- Resolution 98-86 (City Council Approval: SPA #3)
- Resolution 98-051 (Planning Commission Approval: SPA #3)
Approved Conditions of Approval
- Amendment Number 2: Dated February 17, 1998 (City Council Approval Date)
- City Council Approval Letter Dated February 26, 1998
- Resolution 98-13 (City Council Approval: SPA #2)
- Resolution 98-005 (Planning Commission Approval: SPA #2)
- Specific Plan 85-006 (March 1985/August 1985/July 1989)
- Resolution 89-115 (City Council Approval: SPA #1) Including Conditions of
Approval
Ordinance 153 (City Council: Change of Zone — CZ 89-045)
Resolution 85-83 (Planning Commission Approval: Original SPA)
Conditions of Approval (October 15, 1985)
Draft and Final EIRs for Specific Plan No. 85-006.
4. Conditions that may exist in regard to providing utility services to the Property.
Will Serve Letters/Utility-Agency Responses:
- Imperial Irrigation District: June 29, 1998 Letter
- Coachella Valley Water District (re: Well Sites): September 7, 1999 Letter
- Coachella Valley Water District (re: SPA #3): July 14, 1998 Letter
- Chamber of Commerce: June 17, 1998 Letter
- Riverside County Sheriff. June 3, 1998 Letter
- Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: July 20,
1998 Letter
- Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: July 21,
1998 Letter
27073 .1 a 5/2 EXHIBIT `B" - Page 1
270736.14 a05/20/OZ
- Desert Sands Unified School District/Bowie, Arneson, Wiles & Giannone: June 19,
1998 Letter
5. Tentative Parcel Map No. PM29995.
1. Approved Map
2. Final Map Form
6. Approval Letter and Conditions of Approval for Parcel Map 29995.
7. ALTA Land Title Survey prepared by MDS Consulting.
8. Park Dedications (Quimby Act) Chapter 13.48 of the La Quinta Subdivision Ordinance.
9. All environmental, soils and other reports, surveys, studies and materials concerning the
Property or the condition thereof commissioned by Seller or any of its Affiliates or in the
possession of Seller or any of its Affiliates, including without limitation, the following:
Environmental Report(s):
1. Phase I Environmental Site Assessment (SSCI Environmental and Consulting
Services) dated November 7, 1995
2. Phase 1 Environmental Site (Ninyo & Moore):
a. North: Dated February 28, 2001
b. South: Dated February 28, 2001
3. City of La Quinta Environmental Impact Report dated May 23, 1985 (including
associated letters/conditions/reports).
4. LSA Final Environmental Impact Report (Responses to Comments on Draft EIR)
dated March 1984.
Soils Report(s):
1. n/a to date
Other Report(s)/Survey(s):
1. Geotechnical Reconnaissance (November 1, 1984)
2. Addendum to Geotechnical Reconnaissance (February 21, 1985)
3. Geotechnical Reconnaissance (February 8, 1985)
4. Addendum to Geotechnical Reconnaissance (February 8, 1985/February 20,
1985)
5. Biological Reconnaissance (December 1984)
6. Traffic and Circulation Study (April 1985)
7. Hydrology and Retention Area Calcs (December 9, 1985)
10. The effect of sales, marketing and/or development by Seller of real property adjacent to
or located within a fifty (50) mile radius of the Property which real property sales,
marketing and/or development may directly or indirectly compete with the Property and
Buyer's sales, marketing and/or development thereof.
The effect of sales by Seller of real property adjacent to or located within a fifty (50) mile
radius of the Property to other third parties (including without limitation, merchant
27073 .14 a05 2 EXHIBIT "B" - Page 2
270736.14 a0�I20/0?
builders), which real property may be sold marketed and/or development, directly or
indirectly in competition with the Property and Buyer's sales, marketing and/or
development thereof.
11. Desert Sands Unified School District: Agreement for Financing Public School Facilities
within the Desert Sands Unified School District Agreement dated December 12, 1986.
Buyer acknowledges that the Desert Sands Unified School District (the "District") has
previously expressed an interest in acquiring an approximate twelve (12) acre portion of
the Property for construction and operation of an elementary school site; however, the
District has issued that certain letter dated April 9, 2002, executed by Peggy Reyes,
Director of Facilities Services, which states that the District is no longer considering the
Real Property for an elementary school site.
12. CVWD:
1. Domestic Water and/or Sanitary System Installation Agreement ("Agreement")
(to be completed, i.e. dated, signed and notarized) [duplicate originals, as
required by Coachella Valley Water District ("CVWD")].
2. Bill of Sale (to be signed and witnessed).
3. Sample of Water/Sewer Cost Estimates required to provide an 1-year,
automatically renewing Certificate of Deposit or Letter of Credit made
payable to CVWD (security amount based on construction cost of water and
sewer improvements (5% of cost estimate)).
4. Sample Irrigation Water Service Agreement and Irrigation Well Metering
Agreement (including copy of cover letter to KSL).
5. Standby water charges and related acreage fees.
13. Sample Storm Drain Water Pollution Prevention Plan and Monitoring Program for PGA
WEST Commercial and Residential Properties dated June 1995.
14. PM10 Application: FDCP (Fugitive Dust Control Plan) Application (over 5 acres)
Purchaser/Developer Responsibility: +/-525.5 acres. City of La Quinta will require the
enclosed application along with a Certificate of Deposit and/or cash in the amount of
$1,000 per acre prior to issuance of a Grading permit.
15. Habitat Evaluation for Peninsula Bighorn Sheep on the 600 acre Ranch Parcel near La
Quinta, California dated September 14, 1998 (report submitted to KSL Development
Corporation by SWCA, Inc.). The effects that the Peninsula Big Horn Sheep may have
on development of the Property. April 7, 1999 letter from Department Fish and Game to
City of La Quinta.
16. Biological Resources Assessment dated June 2000. The Ranch, La Quinta, Riverside
County, California. Prepared for City of La Quinta by PCR Services Corporation.
17. The effect on the Property and/or the development thereof, of the All American Canal
located immediately adjacent to the Property.
18. Miscellaneous letters regarding Utilities:
27073 .14 a05 2 EXHIBIT "B" - Page 3
270736.14 a05/20/02
1. May 27, 1999 letter from Mainiero, Smith and Associates to KSL (The Gas
Company).
2. May 27, 1999 letter from Mainiero, Smith and Associates to KSL (Imperial
Irrigation District):
3. May 3, 2000 letter from The Gas Company to KSL.
4. October 4, 1999 letter from City of La Quinta to KSL (Underground Crossing).
5. September 30, 1999 letter from KSL to City of La Quinta (Underground
Crossing).
19. Buyer acknowledges that water well sites may be installed and operated adjacent to the
Property and that the exact location of such water well sites may be immediately adjacent
to or in close proximity to the Property. Buyer expressly assumes the risk of any
detrimental effect and/or damages that may be caused by or arise directly or indirectly
from, the installation and/or operation of any such water well sites, including without
limitation, a diminution in value of the Property (including Residences located thereon)
and/or an inability to sell Residences constructed by Buyer on the Property. In addition,
Seller acknowledges that water well sites may be installed and operated on the Real
Property by Buyer and that Seller expressly assumes the risk of any detrimental effect
and/or damages to any adjacent real property owned by Seller, that may be caused by or
arise directly or indirectly from, the installation and/or operation of any such water well
sites on the Real Property, including without limitation, a diminution in value of any such
adjacent real property of Seller (including Residences located thereon) and/or an inability
to sell Residences constricted by Seller (or any successor in interest to Seller) on any
such adjacent real property.
20. License Relating to Use Federal Easement to Include Golf Course Development within
the Coachella Canal Easement, and its Protection Dike Embankments. Agreement dated
January 26, 1999 (For Example Purposes Only).
21. Buyer acknowledges that any trees, sod and related equipment that presently exists on the
Property that are not planted in or on the ground or not affixed to the realty and that
certain "sod farm" operated by Seller's affiliates and located on the Property east of the
All American Canal and a maintenance facility operated by Seller's affiliates and located
on the Property west of the All American Canal ("Seller Personalty"), a list of which
Seller Personalty is attached hereto as Schedule "1", shall remain the sole property of
Seller and is not included with the sale of the Property. Seller reserves the right in its
sole discretion to remove at Seller's expense, and upon prior written notice to Buyer and
subject to a written right of entry agreement, in the form attached hereto as Schedule "2"
within 180 days after the Close of Escrow, the Seller Personalty located on the Property.
Any Seller Personalty that'Seller elects not to remove from the Property shall become the
property of Buyer and will be accepted by Buyer in its as -is condition.
22. Buyer acknowledges that there presently exists on the Property, (a) the "Kennedy Ranch
Improvements" consisting of a residential dwelling unit and related improvements
(including without limitation, a swimming pool, shed, car port, etc.) which are not
habitable, do not otherwise comply with current building codes, and may contain
asbestos, which Buyer agrees to remove at Buyer's sole cost and expense; and (b) certain
6151015610-0048 EXHIBIT "B" - Page 4
270736.14 a05i20/02
other improvements located on the Property, including without limitation, the
improvements which are the subject of the agreements described in Section 12.12 and in
Exhibit `B" of the Agreement, the "Maintenance Facility", the "Bunk House", and the
modular trailer at the Ahmansen Ranch House (collectively "Property Improvements"),
which Property Improvements may contain asbestos for which Buyer agrees to be solely
responsible for the removal thereof, all at Buyer's sole cost and expense. The applicable
releases set forth in the Purchase Agreement shall be deemed to expressly apply to such
Kennedy Ranch Improvements and the Property Improvements.
23. Miscellaneous Kennedy Ranch Property Information:
1. June 12, 2000 Ninyo & Moore Pre -Demolition Asbestos Survey
2. July 10, 2000 McKenna et al. Monitoring Proposal (City of La Quinta Approved
Monitoring Contractor)
3. January 23, 1995 Phase 1 Environmental Assessment
24. Miscellaneous Information:
a. February 22, 200.1 Letter from Jackson DeMarco & Peckenpaugh RE: Final
Critical Habitat Boundary for Peninsular Bighorn Sheep.
b. July 1, 1997 Bull Barn Lease Agreement by and between Xochimilco Properties,
Inc./KSL Oak Land, L.P. (KSL entities) and MDS Consulting ("Tenant").
Buyer acknowledges that Tenant has personal property on the premises which
is the subject of the Lease.
c. Pelz School: Third Amendment to the Dave Pelz School Agreement, dated
June 1, 2001 (including copies of the Second Amendment, First Amendment
and Original Amendment). Buyer acknowledges that Tenant has personal
property on the premises which is the subject of the Lease.
d. Shadow Lines Mapping.
e. National Monument Bill.
27073 .14 a0 12 EXHIBIT `B" - Page 5
270736.14 a0S'30!03
SCHEDULE "1"
LIST OF SELLER PERSONALTY
Temporary maintenance facility (structure to remain):
1. Exterior (furniture, equipment and inventory only, not including item(s) that are
affixed to the Real Property):
a. Landscaping materials (seed, amendments, and irrigation parts)
b. Landscaping equipment (spreaders, golf carts, and various cart parts)
c. Vehicles: Truck(s), van(s), and trailers
d. Equipment, miscellaneous: Pressure washer, mobile fuel tank, and Storage bins
e. Pots: Clay and wooden
f. Tile: Terra cotta pavers and roof tiles
g. Hotel Items: Refrigerators, serving/kitchen equipment, portable dance floor,
banquet tables, chandelier(s), Christmas tree stands, lounge chairs, umbrella
stands, and portable street lights
h. Parking lot bumpers, metal roll up doors, a/c condensing units, and metal steps
i. Firewood
2. Interior building:
a. Uniforms
b. Fire extinguishers
c. Landscaping materials:
mowers)
d. General office furniture
e. Lockers
3. Sod farm:
a. Sod
b. Irrigation Pump(s)
c. Irrigation Pipe(s)
d. Generator
4. Kennedy Ranch: N/A
tools, parts, materials and equipment (spreaders and lawn
5. Bunk House:
a. Various office, special events materials
SCHEDULE "1" TO EXHBIT `B"
2 0 36.14 O5 2 LIST OF SELLER PERSONALTY
270736.14 a05.20i02
SCHEDULE "2"
FORM OF
TEMPORARY RIGHT OF ENTRY AGREEMENT
THIS TEMPORARY RIGHT OF ENTRY AGREEMENT (this "Agreement") is
dated for reference purposes only as of this July _, 2002, by and between the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") and KSL
DESERT RESORTS, INC., a Delaware corporation ("KSL") (Agency and KSL may be
hereinafter referred to together as the "Parties").
RECITALS
A. Agency is, or concurrently herewith will be, the owner of certain real property
located in the City of La Quinta, County of Riverside, State of California, more particularly
described on Exhibit "A" attached hereto and made a part hereof (the "Real Property").
B. Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow
Instructions dated May 2002 (the "Purchase Agreement"), by and Land Holdings, Inc.
individually and as trustee and nominee under Land Trust Agreement dated December 22, 1993
"KSL Holdings"), as "Seller", and Agency, as "Bu "Buyer," Agency agreed to allow KSL one
( g ), Y g Y C
hundred eighty (180) days after the close of escrow in which to enter upon certain portions of the
Real Property commonly known as the "Sod Farm" and the "Maintenance Facility" (as
hereinafter defined) in order to remove those certain items of personalty (collectively, the "KSL
Personalty") listed on Exhibit "B", attached hereto and incorporated herein be reference.
C. The purpose of this Agreement is to set forth the terms and provisions of KSL's
right of entry.
AGREEMENT
NOW, THEREFORE, in consideration for the mutual promises, covenants and conditions
contained herein and other good and valuable consideration, the Parties agree as follows:
2. Term. This Agreement shall be effective as of the date that the grant deed by
which KSL Holdings conveys the Real Property to the Agency is recorded in the Official
Records of Riverside, California (the "Effective Date") and shall automatically terminate,
without notice, on the date that is one hundred eighty days (180) thereafter (the "Automatic
Termination Date"). In the event that, despite KSL's use of commercially reasonable and
diligent efforts, KSL has not secured from all applicable governmental agencies the necessary
permit(s) required to relocate the Maintenance Facility, KSL shall have the option to extend the
Automatic Termination Date with respect to the Maintenance Facility only for a period which
shall automatically terminate, without notice, on the earlier of (a) the date that is ten (10)
business days after the date that KSL secures the certificate of occupancy or such other
equivalent certificate issued by the City with respect to such maintenance facility or (b) the date
that is one hundred eighty days (180) after the Automatic Termination Date. KSL may exercise
SCHEDULE "2" TO EXHIBIT "B"
615/015610-0048
270736.14 a05/20/02 _ 1 _
the foregoing extension option by delivering to Agency on or before the Automatic Termination
Date written notification of such extension and a one time extension fee of Five Thousand
Dollars ($5,000.00). Notwithstanding the foregoing or anything to the contrary set forth herein,
Agency may revoke the Right of Entry (as hereinafter defined) at any time during the term
hereof upon written notice to KSL in the event: (i) in the reasonable judgment of Agency, that
such revocation is necessary to protect the public health, safety, or welfare pursuant to the
exercise of Agency's police powers; or (ii) KSL is in violation of the terms of this Agreement or
any applicable law, statute, ordinance, rule, or regulation pertaining to KSL's (or any of KSL's
officers, directors, shareholders, participants, affiliates, employees, representatives, invitees,
agents, consultants, and contractors (collectively, the "Related Parties")) entry upon the Real
Property pursuant to this Agreement, and KSL has failed to cure such violation following KSL's
receipt of notice of such violation from Agency. Additionally, during any extension period,
Agency may revoke the Right of Entry (as hereinafter defined) upon written notice to KSL in the
event that, in the reasonable judgment of Agency, KSL has failed to use commercially
reasonable and diligent efforts to obtain the necessary permit(s) required to relocate the
Maintenance Facility.
3. Grant of Right to Enter. Agency hereby grants to KSL a temporary right of entry
and right-of-way (the "Right of Entry") in, on, and over that portion of the Real Property located
west of the All American Canal and generally around the westernmost portion of the dirt road
that leads to the Bull Barn, currently being leased to MDS Consulting (the "Maintenance
Facility") and that portion of the Real Property located east of the All American Canal and
generally at the north-west corner of Avenue 54 and Jefferson Street (the "Sod Farm"), which
Maintenance Facility and Sod Farm are more particularly depicted on Exhibit "C", attached
hereto and incorporated herein by reference. The sole purpose for which KSL shall be entitled to
use the foregoing Right of Entry is to (i) operate, at KSL's sole cost and expense, the
Maintenance Facility and Sod Farm, and (ii) remove, at KSL's sole cost and expense, the KSL
Personalty, in accordance with the provisions set forth herein. In connection with KSL's
removal of the sod located within the Sod Farm, KSL shall perform erosion control and soil
stabilization. Any KSL Personalty that KSL elects not to remove from the Real Property shall,
upon the expiration or earlier termination of this Agreement, become the property of Agency;
provided, however, this sentence shall not be interpreted to diminish KSL's obligations with
respect to repair and restoration of the Real Property as set forth in Section 4 below.
4. KSL Costs. In addition to any costs associated with KSL's operation of the
Maintenance Facility and Sod Farm, and removal of the KSL Personalty from the Maintenance
Facility and the Sod Farm, KSL shall pay any and all taxes, maintenance, utility, and insurance
costs and all other costs associated with KSL's exercise of the rights granted hereunder.
Furthermore, in accordance with California Revenue & Taxation Code § 107.6, KSL hereby
acknowledges that the possessory interest granted herein may be a taxable interest and, KSL's
obligations with respect to the payment of any and all costs associated with KSL's use of the
Right of Entry as set forth in this Section 3 shall include, without limitation, the obligation to pay
any such possessory interest tax.
5. Repair and Restoration of Property. KSL shall repair any damage it or any
Related Party causes to the Maintenance Facility, the Sod Farm, and/or the surrounding Real
Property in the course of removing the KSL Personalty from the Maintenance Facility and the
615r015610-0048 270736.14 a05/20/02 -2_
Sod Farm pursuant hereto and shall restore the Real Property to a safe, sanitary, and debris -free
condition to the reasonable satisfaction of Agency.
6. Assignment. This Agreement and the Right of Entry is personal to KSL and the
Related Parties and may not be assigned or transferred by KSL without the prior written consent
of Agency.
7. Compliance with Applicable Laws. KSL shall comply with, and shall cause all of
its Related Parties to comply with, all applicable governmental laws, rules, and regulations
governing KSL's and its Related Parties' Right of Entry and use of the Real Property
("Applicable Laws").
8. Liens. KSL shall not permit to be enforced against the Real Property any
mechanics', materialmen's, contractors' or other liens arising from, or any claims for damages
growing out of, any use herein authorized or otherwise arising from the actions of KSL and/or its
Related Parties, except from the actions of Agency, and KSL shall pay or cause to be paid all of
said liens and claims before any action is brought to enforce the same against Agency or the Real
Property; and KSL agrees to indemnify and hold Agency and the Real Property free and
harmless from all liability for any and all such liens and claims and all costs and expenses in
connection therewith, in accordance with the provisions set forth in Section 8 below.
9. Indemnity. KSL shall protect, defend, indemnify and hold harmless Agency and
its officers, officials, members, employees, agents, and representatives (any of the foregoing
shall be known individually as "Indemnitee" and collectively as "Indemnitees"), and each of
them, jointly and severally, against and from any and all claims, demands, causes of action,
damages, costs, expenses, losses and liabilities, at law or in equity, of every kind or nature
whatsoever; including reasonable attorneys' fees and expert witness fees, excluding those
resulting in any way from KSL's exercise of the Right of Entry, including, without limitation,
injury to or death of any person or persons and damage to or destruction of any property,
threatened, brought or instituted ("Claims"), arising out of or in any manner directly or indirectly
connected with the entry upon the Real Property by KSL or any of its Related Parties, including
without limitation:
(a) Any damage to the Real Property and any liability to any third party
incurred by reason of any acts or omission of, or any commission of any negligent or tortious
acts, by KSL or its Related Parties;
. (b) Any mechanics' or materialmen's liens, claims, demands, actions or suits
arising (directly or indirectly) from (i) any work performed or materials supplied to or for KSL,
or (ii) any activities or any of its Related Parties on or relating to the Real Property (including,
without limitation, any claims by any of such Related Parties); and
(c) Any costs of removing KSL or its Related Parties from the Maintenance
Facility, the Sod Farm, and/or any surrounding areas of the Real Property after the expiration of
the term hereof.
10. Insurance. KSL shall procure and maintain during the term of this Agreement,
including any holdover period, commercial general liability insurance in an amount not less than
615/015610-0048
270736.14 a05 20/02 —�—
One Million Dollars ($1,000,000). Agency and its respective officers, officials, members,
employees, agents, and representatives shall be named additional insureds on such policy/ies.
KSL's insurance required hereunder shall (i) be primary insurance and not contributory with any
other insurance KSL may have; (ii) not contain any special limitations on the scope of protection
afforded to Agency and Agency's officers, officials, members, employees, agents, and
representatives; (iii) be "date of occurrence" and not "claims made" insurance; (iv) apply
separately to each insured against whom claim is made or suit is brought, except with respect to
the limits of the insurer's liability; (v) shall provide that the policy shall not be cancelled by the
insurer or KSL unless there is a minimum of thirty (30) days prior written notice to Agency; and
(vi) shall be written by a good and solvent insurer rated with a BEST rating of no less than B+
Class X, qualified to do business in California, and registered with the California State
Department of Insurance. The deductible or self -insured retention must be declared to the
Agency Executive Director, who in his/her sole discretion may require the insurer to reduce such
deductible or self -insured retention (but in no event shall such deductible or self -insured
retention be required to be reduced below Two Hundred Fifty Thousand Dollars [$250,000])
with respect to Agency and Agency's officers, officials, members, employees, agents, and
representatives. KSL shall furnish or cause to be furnished to Agency's Executive Director,
prior to the entry on the Real Property pursuant to this Agreement, evidence reasonably
satisfactory to the Executive Director (A) of the insurance KSL is required to procure and
maintain by this Agreement, and (B) that KSL or any contractor with whom KSL has contracted
for the performance of work on or around the Real Property carries workers' compensation
insurance as required by law.
11. Miscellaneous.
(a) Authority. Each signatory hereto warrants to the other party that it has
authority to sign on behalf of the party for whom it purports to sign.
(b) Attorneys' Fees. In the event any party hereto brings suit to enforce the
terms of this Agreement or on account of breach hereof, the party not prevailing in such suit shall
pay all reasonable costs and expenses incurred by the other party in such suit, including, without
limitation, court costs, attorneys' fees, and expert witness fees.
(c) Entire Agreement. This Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior discussions,
negotiations, understandings or agreements relating thereto.
(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same agreement.
(e) Litigation Matters. The Municipal and Superior Courts of the State of
California in the County of Riverside shall have the exclusive jurisdiction of any litigation
between the parties arising out of this Agreement. This Agreement shall be governed by, and
construed under, the laws of the State of California. Service of process on Agency shall be made
in the manner required by law for service on a public entity. Service of process on KSL shall be
made in any manner permitted by law and shall be effective whether served within or outside of
California.
615/015610-0048
270736.14 a05/20/02 —��
(f) Non -liability of Agency and City Officer's and Employees. No officer,
official, member, employee, agent, or representative of Agency shall be personally liable to KSL,
or any successor or assign of same, in the event of any default or breach by Agency, or for any
amount which may become due to KSL, or any successor or assign of same, or for breach of any
obligation of the terms of this Agreement.
(g) Covenant Against Discrimination. KSL covenants for itself, its heirs,
executors, assigns, and all persons claiming under or through it, that there shall be no
discrimination against any person on account of race, color, creed, religion, sex, marital status,
national origin, or ancestry, in the performance of this Agreement.
(h) Notices. All notices required to be delivered under this Agreement or
under applicable law shall be personally delivered, or delivered by United States mail, prepaid,
certified, return receipt requested, or by reputable document delivery service that provides a
receipt showing date and time of delivery. Notices personally delivered or delivered by a
document delivery service shall be effective upon receipt. Notices delivered by mail shall be
effective at 5:00 p.m. on the second business day following dispatch. Notices shall be delivered
to the following addresses:
If to KSL 50-905 Avenida Bermudas
La Quinta, California 92253
Attention: Legal Department
If to Agency La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
Changes in the address to be used for receipt of notices shall be effected in accordance
with this Paragraph.
(i) Time of Essence. Time is of the essence in the performance of the
Agreement.
0) Default: Remedies. If any party hereto fails to timely perform any term or
provision of this Agreement which it is obligated to perform, such party shall be in default of this
Agreement; provided, however, the party shall not be deemed to be in default if (i) such party
cures, corrects, or remedies such default within thirty (30) days after receipt of written notice
from the other party specifying such failure, or (ii) for such defaults that cannot reasonably be
cured, corrected, or remedied within thirty (30) days, if such party commences to cure, correct,
or remedy such failure within thirty (30) days after receipt of written notice specifying such
failure and thereafter diligently prosecutes such cure, correction, or remedy to completion. If a
default of either Party or, if applicable, either Party's successors or assigns, is not timely cured,
corrected, or remedied, the non -defaulting Party's remedy for an uncured default by the
defaulting Party or, if applicable, either Party's successors or assigns, notwithstanding anything
615/015610-0048
270736.14 a05/20/02 -5-
in this Agreement, the Option Agreement, the Purchase Agreement, or any other agreement to
the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by,
California law. In no event shall either Party be entitled to recover damages from the defaulting
Party or, if applicable, either Party's successors or assigns, and such limitation shall specifically
preclude the non -defaulting Party from recovering from the defaulting Party or, if applicable,
either Party's successors or assigns, any monetary, consequential, or economic damages of any
kind or nature.
[END -SIGNATURE PAGE FOLLOWS]
615/015610-0048
270736.14 a05/20/02 —�—
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the date first above -written.
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Counsel
KSL DESERT RESORTS, INC.,
a Delaware corporation,
By:
Name:
Its: President
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:
Name:
Its:
615/015610-0048
270736.14 a05/20/02 -7-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE REAL PROPERTY
THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
PARCEL A
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8,
TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE,
NORTH 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH
0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF
SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET
SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 859.04 FEET;
THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET
SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET;
THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE
FOLLOWING FOUR (4) COURSES:
SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
EXHIBIT "A"
TO FORM OF TEMPORARY
RIGHT OF ENTRY AGREEMENT
615/015610-0049
270736.14 a05.120�02 _ 1
46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34"
WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6;
THENCE ALONG SAID WEST LINE, NORTH 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 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH
A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF
171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE
NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06
FEET; THENCE SOUTH 0°08'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF
476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING
THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH
89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING.
PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS.
615'015610-0048
270736.14 a05/20'02 _2_
PARCEL C
THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8,
AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE CENTERLINE OF JEFFERSON STREET, SOUTH 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 89050'56" WEST,
65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE
CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 297.88 FEET; THENCE
NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST,
3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL
AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH
89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF
THE CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 130.09 FEET TO
THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE
ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 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
270736.14 a05/20/02 -3-
HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74°58'44" EAST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38"
AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET
NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8,
ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89°59'23" EAST, 2514.64
FEET; THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44°58'49"
EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 74.00 FEET TO THE
POINT OF BEGINNING.
PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS.
PARCEL 2
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST,
SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH
0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE
FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 89051'25" EAST, 767.06
FEET;
THENCE SOUTH 41 ° 15'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00
FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44"
EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN
CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF
THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES:
6151015610-0048
270736.14 a05-20.i02 -4-
SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET;
THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF
396.05 FEET; THENCE SOUTH 28°30'06" EAST, 74.10 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20
FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 11002'55" AND AN ARC DISTANCE OF 122.68 FEET;
THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57
FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00"
WEST, 68.00 FEET; THENCE NORTH 40035'00" WEST, 111.50 FEET; THENCE NORTH
40050'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE
NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET;
THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45°15'00" WEST,
214.00 FEET; THENCE NORTH 43010'00" WEST, 173.00 FEET; THENCE NORTH
45025'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE
SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58015'00" WEST, 187.50 FEET;
THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31°50'00" WEST,
108.00 FEET; THENCE NORTH 5°55'00" WEST, 209.00 FEET; THENCE NORTH 10020'00"
EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH
2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE
NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET;
THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST,
122.00 FEET; THENCE SOUTH 88°20'00" WEST, 75.50 FEET; THENCE NORTH 88020'00"
WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63°25'00" WEST,
59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 72020'00" WEST, 64.00 FEET; THENCE SOUTH
89050'00" 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
97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8°05'00" EAST,
116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00"
WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON
THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE
615;015610-0048
270736.14 a051;20,02 -5-
SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH
0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING.
PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS.
PARCEL 3
THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE
SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION
9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE
OF SAID SECTION 9, SOUTH 89°50'56" WEST, 65.04 FEET; THENCE PARALLEL TO
AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH
2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH
44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE
PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54,
SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027'16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE
OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH
LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT
OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT
OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12)
COURSES:
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00"
AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY
AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF
166.70 FEET; THENCE NORTH 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 28030'06" WEST,
615/015610-0048
270736.14 a05/20/02 -6-
74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 656.20 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST,
420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06"
WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89°53' 14" EAST,
2292.43 FEET;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 3166.69 FEET; THENCE SOUTH 1023'37"
EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 223.88 FEET TO THE
POINT OF BEGINNING.
PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS.
PARCEL 4
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE
52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2° 12'44" EAST,
235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH
2012'44" EAST, 418.00 FEET; THENCE NORTH 41°15'00" WEST, 787.18 FEET; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28"
AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET
TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND
HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF
217.20 FEET TO THE POINT OF BEGINNING.
PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS.
615/015610-0048
270736.14 a05/20/02 -7-
EXHIBIT "B"
LIST OF KSL PERSONALTY
Temporary maintenance facility (structure to remain):
1. Exterior (furniture, equipment, and inventory only, not including item(s) that
are affixed to the Real Property):
a. Landscaping materials (seed, amendments, and irrigation parts)
b. Landscaping equipment (spreaders, golf carts, and various cart parts)
c. Vehicles: Truck(s), van(s), and trailers
d. Equipment, miscellaneous: Pressure washer, mobile fuel tank, and Storage bins
e. Pots: Clay and wooden
f. Tile: Terra cotta pavers and roof tiles
g. Hotel Items: Refrigerators, serving/kitchen equipment, portable dance floor,
banquet tables, chandelier(s), Christmas tree stands, lounge chairs, umbrella
stands, and portable street lights
h. Parking lot bumpers, metal roll up doors, a/c condensing units, and metal steps
i. Firewood
2. Interior building:
a. Uniforms
b. Fire extinguishers
c. Landscaping materials: tools, parts, materials and equipment (spreaders and
lawn mowers)
d. General office furniture
e. Lockers
3. Sod farm:
a. Sod
b. Irrigation Pump(s)
c. Irrigation Pipe(s)
d. Generator
4. Kennedy Ranch: N/A
5. Bunk House:
a. Various office, special events materials
EXHIBIT "B"
TO FORM OF TEMPORARY
2707 6.14 a0 /2 RIGHT OF ENTRY AGREEMENT
370736.14 a05/20/02
EXHIBIT "C"
DEPICTION OF THE MAINTENANCE FACILITY AND THE SOD FARM
[SEE ATTACHED]
EXHIBIT "C"
TO FORM OF TEMPORARY
bu736.1 a 5,12 RIGHT OF ENTRY AGREEMENT
270736.14 a0�!20.02
o/d AW s2
96
44
-- MkIN-MN WCE
N,I a -ry —
EXHIBIT "C"
To Temporary Right of Entry Agreement
Page 1 of 2
Od
FAA?-M
EXHIBIT "C"
Tc Temporary Right of Entry Agreement
Page 2 of 2
EXHIBIT "C"
FORM OF GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
The City of La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
Attn: Mr. Mark Weiss
MAIL TAX STATEMENTS TO
Same as above
(Space Above For Recorder's Use)
GRANT DEED
CITY OF LA QUINTA, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA A.P. NO.:
DOCUMENTARY TRANSFER TAX IS SHOWN BY SEPARATE AFFIDAVIT NOT OF
RECORD.
FOR VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, KSL LAND HOLDINGS, INC., a Delaware corporation ("Grantor") hereby
GRANTS to the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and
politic ("Grantee") the real property in the City of La Quinta, County of Riverside, State of
California, described on Exhibit "A" attached hereto and incorporated herein by this reference
(the "Property") reserving therefrom and subject to easements, rights, covenants, conditions,
restrictions and rights as more particularly set forth in said Exhibit "A".
Dated:
KSL LAND HOLDINGS, INC., a Delaware
corporation
By:
Name:
Its: President
615/015610-0049 EXHIBIT "C" - Page 1
270736.14 a05/20/02
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me, , a
notary public in and for said State, personally appeared personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(Seal)
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me, a
notary public in and for said State, personally appeared personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(Seal)
615/015610-004s EXHIBIT "C" - Page 2
270736.14 a05/20/02
EXHIBIT "A" TO EXHIBIT "C"
Real property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, AND THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8,
TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID CENTERLINE,
NORTH 89°55'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH
0°06' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF
SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46°47'58"
AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET
SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 859.04 FEET;
THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET
SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET;
THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE
FOLLOWING FOUR (4) COURSES:
SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
27073 .14 a05/2 EXHIBIT "A" to EXHIBIT "C" -Page 1
270736.14 a05%20/02
OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34"
WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6;
THENCE ALONG SAID WEST LINE, NORTH 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 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH
A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF
171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE
NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06
FEET; THENCE SOUTH 0°08'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF
476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING
THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH
89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING.
PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS.
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,
27073 .14 a05 2 EXHIBIT "A" to EXHIBIT "C" - Page 2
270736.14 a0>/20/02
SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID
SECTION 9, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89°50'56" WEST,
65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE
CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 297.88 FEET; THENCE
NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST,
3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL
AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH
89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF
THE CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 130.09 FEET TO
THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE
ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89°53' 14" WEST, 30.02 FEET;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, NORTH 2°12'44" WEST, 1322.87 FEET TO A POINT ON THE
NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52;
THENCE ALONG SAID NORTH LINE, NORTH 89051'25" EAST, 60.04 FEET TO THE
POINT OF BEGINNING.
PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS.
PARCEL D
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9,
TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE
OF SAID SECTION 9, SOUTH 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 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF
SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89°33'59" WEST, 48.00 FEET TO
THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027'16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38"
AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET
NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8,
ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64
27073 .14 a05 2 EXHIBIT "A" to EXHIBIT "C" - Page 3
270736.14 a05/20/02
FEET; THENCE NORTH 83°02'52" EAST, 151.56 FEET; THENCE NORTH 44°58'49"
EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 74.00 FEET TO THE
POINT OF BEGINNING.
PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS.
PARCEL 2
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST,
SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH
0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE
FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 41015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00
FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44"
EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN
CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF
THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES:
SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0°00'06" EAST, 1320.62 FEET;
THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0000'06" EAST, 420.29
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF
396.05 FEET; THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20
FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF I1002'55" AND AN ARC DISTANCE OF 122.68 FEET;
270736.14 a0 /2 EXHIBIT "A" to EXHIBIT "C" -Page 4
615/01 61 -0048/02
THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57
FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00"
WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH
40°50'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE
NORTH 36°40'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET;
THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45015'00" WEST,
214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH
45025'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE
SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET;
THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31°50'00" WEST,
108.00 FEET; THENCE NORTH 5°55'00" WEST, 209.00 FEET; THENCE NORTH 10°20'00"
EAST, 180.50 FEET; THENCE NORTH 4°40'00" EAST, 111.00 FEET; THENCE NORTH
2040'00" WEST, 88.50 FEET; THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE
NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67°50'00" WEST, 187.00 FEET;
THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37°10'00" WEST,
122.00 FEET; THENCE SOUTH 88°20'00" WEST, 75.50 FEET; THENCE NORTH 88020'00"
WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63°25'00" WEST,
59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 88020'00"
WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET; THENCE SOUTH
89050'00" 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
97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8005'00" EAST,
116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00"
WEST, 143.00 FEET; THENCE NORTH 53025'00" WEST, 284.00 FEET TO A POINT ON
THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH
0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING.
PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS.
PARCEL 3
THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE
SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION
27073 514 a05, 8 EXHIBIT "A" to EXHIBIT "C" - Page 5
270736.14 a05%30i02
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
2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH
44°58'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE
PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54,
SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74°58'44" WEST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE
OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH
LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT
OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT
OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12)
COURSES:
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00"
AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY
AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF
166.70 FEET; THENCE NORTH 28°13'54" EAST, 272.60 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28°30'06" WEST,
74.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF. 656.20 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0000'06" WEST,
420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06"
WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89053' 14" EAST,
2292.43 FEET;
6176.0.0048
270736.1 EXHIBIT "A" to EXHIBIT "C" - Page 6
� a0520'02
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 3166.69 FEET; THENCE SOUTH 1°23'37"
EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 223.88 FEET TO THE
POINT OF BEGINNING.
PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS.
PARCEL 4
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE
52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST,
235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH
2012'44" EAST, 418.00 FEET; THENCE NORTH 41°15'00" WEST, 787.18 FEET; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28"
AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET
TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND
HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF
217.20 FEET TO THE POINT OF BEGINNING.
PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS.
RESERVING UNTO GRANTOR, together with the right to grant and transfer all
or a portion of the same, easements and rights for the benefit of itself, its successors and assigns,
and KSL Desert Resorts, Inc., a Delaware corporation ("KSL Resorts"), its successors and
assigns, for the benefit of, and appurtenant to, real property in said City, County, and State
owned by Grantor and KSL Resorts, respectively, as described on Exhibit "X" attached hereto
and incorporated herein by this reference (collectively, the "Benefited Property"), and any
successors in title to the Benefited Property (the "Benefited Parties"), which shall bind Grantee
and any successors in title to the portion of the Property burdened with such easements as
follows:
Easements. Nonexclusive easements as follows:
(1) Ingress and Egress; Avenue 54. Over that portion of the Property being a
strip of land thirty (30) feet in width, running parallel along the southern boundary lines of the
Parcel C, Parcel D, and a portion of Parcel 3 (as each Parcel is described above) for
270736.14 a0048 EXHIBIT "A" to EXHIBIT "C" - Page 7
270736.14 a05!20/02
approximately 3308.45 lineal feet, being a portion of the northern half of the existing sixty (60)
foot public right-of-way for Avenue 54 all as more particularly described on Exhibit "Y"
attached hereto and incorporated herein by this reference (the "Avenue 54 Easement"), for
vehicular and pedestrian ingress and egress to and for the benefit of the real property presently
owned by Grantor and/or KSL Resorts as described on Exhibit "X'. Provided, however, the
Benefited Parties agree that so long as the public right-of-way for Avenue 54 remains available
for use by the Benefited Parties, then the Benefited Parties agree to utilize the Avenue 54 public
right-of-way for ingress and egress to the Benefited Property to the extent said right-of-way is
reasonably accessible, in lieu of utilizing the Avenue 54 Easement. Provided, however, the
Benefited Parties' use of said Avenue 54 public right-of-way in lieu of the Avenue 54 Easement,
shall not be construed as a waiver or relinquishment of the Benefited Parties' easement rights in
and to the Avenue 54 Easement;
(2) Utility Easements. Under that portion of the Property described in Section
(1) above as the Avenue 54 Easement, as more particularly described on Exhibit "Y", for the
construction, installation, use, maintenance, repair, replacement and reconstruction of
underground lines, temporary overhead lines, cables, wires, conduits, or other devices for the
transmission of electricity for lighting, heating, power, telephone, television and other purposes,
storm water drains and pipes, water systems, irrigation lines or sprinkler systems, equalization
lines, water heading and gas lines or pipes and any similar public or quasi -public improvements
or facilities (collectively, "Utilities") and for ingress and egress over the Avenue 54 Easement
area to the extent reasonably necessary to access any of such Utilities. Provided, however, the
Benefited Parties agree that so long as the public right-of-way for Avenue 54 remains available
for use by the Benefited Parties, then the Benefited Parties agree to utilize the Avenue 54 public
right-of-way for the Utilities to the extent said right-of-way is reasonably accessible, in lieu of
utilizing the Avenue 54 Easement area for such Utilities. Provided, however, the Benefited
Parties' use of said Avenue 54 public right-of-way in lieu of the Avenue 54 Easement area, shall
not be construed as a waiver or relinquishment of the easement rights set forth in this Section 2;
(3) Ingress and Egress; Mountain Access. For pedestrian ingress and egress
over that portion of the Property being a strip of land thirty (30) feet in width, running parallel to
the western boundary line of Parcel 2 (as described above) for approximately 1150.72 lineal feet,
all as more particularly described on Exhibit "Z", as attached hereto and incorporated herein by
reference (the "Mountain Access Easement"), for access to the Mountain Benefited Property, as
described on Exhibit "X"; provided, however, notwithstanding the foregoing, Grantee may, in its
sole and absolute discretion and at Grantee's sole cost and expense, relocate the Mountain
Access Easement or any portion thereof (the "Relocation") to an area that is more suitable for
Grantee's use or development of the Property. Upon Grantee's furnishing of a grant of easement
for the Relocation, the Benefited Parties shall quitclaim to Grantee, its interest in the Mountain
Access Easement. This right to cause such Relocation may be exercised as many times as
Grantee shall elect.
(4) Terms and Conditions. Notwithstanding the foregoing, the use of the
Property by the Benefited Parties for the foregoing easement purposes shall be subject to the
following terms and conditions:
270736.14 a0 / 0i02 EXHIBIT "A" to EXHIBIT "C" - Page 8
(a) The location of any irrigation lines and facilities, landscaping,
streets, roads or other ways and utilities and other lines and/or systems that may be constructed,
installed, maintained, repaired, replaced, or reconstructed pursuant to the foregoing easements
shall be limited to the Avenue 54 Easement area, as designated for such purposes on the site
improvement plans and other plans approved by the City of La Quinta, California and any and all
irrigation lines and facilities and/or utility lines or systems that may be constructed, installed,
maintained, repaired, replaced, or reconstructed pursuant to the foregoing easements shall be
underground;
(b) The ingress and egress access to the Mountain Benefited Property
shall be utilized in such a manner as to minimize the affect such access has on the development
and use of the Property;
(c) Subject to the terms and provisions hereof, Benefited Parties shall
have the right to hook up or connect to utility lines or other utility services now or hereafter
located upon or within the Avenue 54 Easement area provided that such utility services are
metered to such Benefited Party and provided further that such use shall not unreasonably disturb
services then being provided thereby;
(d) The use and enjoyment of the easement rights granted as set forth
herein by the Benefited Parties shall be at no cost or expense to Grantee, or any successor in title
to the portion of the Property that is burdened by the easements and any damage or destruction of
any improvements caused by any of the Benefited Parties in the exercise of the easement rights
acquired hereby shall be repaired, reconstructed and/or restored by the Benefited Party, at such
Benefited Party's sole cost and expense;
(e) The right of a Benefited Party to perform any construction
permitted pursuant to the terms of this easement (the "Construction Easement") shall be
exercised in a reasonable manner;
(0 Benefited Party shall indemnify, defend and hold harmless
Grantee, its successors and assigns, from any and against all liability, claims, suits, demands,
losses, recoveries, damages, costs or expenses (including reasonable attorneys' fees, expenses
and costs) arising out of or relating to the use of the Construction Easement by such Benefited
Party; and
(g) Benefited Party shall not permit any liens to attach to the Property,
or any improvements located thereon, by reason of the use or exercise of the Construction
Easement by such Benefited Party.
27073 .14 aO5 2 EXHIBIT "A" to EXHIBIT "C" - Page 9
270736.14 a05/20/02
EXHIBIT "X" TO EXHIBIT "C"
BENEFITED PROPERTY
ALL OF THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS
FOLLOWS:
GRANTOR AND
KSL RESORTS: (See Attached) (Giannini Property, Golf Property, Golf
Maintenance)
GRANTOR: (See Attached) ("Mountain Benefited Property")
270736.14 aO5 2 EXHIBIT "X" to EXHIBIT "C" -Page 1
?70736.14 a05;?0/02
PARCEL 1: (Mountain Benefited Property)
THAT PORTION OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 6, THE EAST HALF OF THE NORTHEAST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 7, AND SECTION 8,
TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH
0004' 16" WEST, 1128.43 FEET TO THE TRUE POINT OF BEGINNING; THENCE
LEAVING SAID WEST LINE, SOUTH 53025'00" EAST, 284.00 FEET; THENCE SOUTH
45045'00" EAST, 143.00 FEET; THENCE SOUTH 7°05'00" EAST, 293.00 FEET; THENCE
SOUTH 8005'00" WEST, 116.00 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 90.00 FEET, THE INITIAL
RADIAL LINE BEARS NORTH 30050'00" WEST; THENCE SOUTHERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 97045'00" AND AN ARC DISTANCE OF
153.55 FEET; THENCE SOUTH 38°35'00" EAST, 230.50 FEET; THENCE SOUTH 48010'00"
EAST, 89.50 FEET; THENCE NORTH 89°50'00" EAST, 88.50 FEET; THENCE SOUTH
72020'00" EAST, 64.00 FEET; THENCE NORTH 88020'00" EAST, 75.50 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADIUS OF 47.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH
A CENTRAL ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET TO THE
BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A
RADIUS OF 135.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH
75°50'00" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 77030'00" AND AN ARC LENGTH OF 182.61 FEET; THENCE
SOUTH 63025'00" EAST, 59.00 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET, THE
INITIAL RADIAL LINE BEARS NORTH 88050'00" WEST; THENCE SOUTHEASTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 72025'00" AND AN ARC
DISTANCE OF 88.47 FEET; THENCE SOUTH 88°20'00" EAST, 75.50 FEET; THENCE
NORTH 88020'00" EAST, 75.50 FEET; THENCE NORTH 37°10'00" EAST, 122.00 FEET;
THENCE NORTH 76055'00" EAST, 124.00 FEET; THENCE SOUTH 67°50'00" EAST,
187.00 FEET; THENCE SOUTH 64040'00" EAST, 186.00 FEET; THENCE SOUTH 14000'00"
EAST, 202.00 FEET; THENCE SOUTH 2040'00" EAST, 88.50 FEET; THENCE SOUTH
4040'00" WEST, 111.00 FEET; THENCE SOUTH 10'20'00" WEST, 180.50 FEET; THENCE
SOUTH 5055'00" EAST, 209.00 FEET; THENCE SOUTH 31°50'00" EAST, 108.00 FEET;
THENCE SOUTH 46000'00" EAST, 180.50 FEET; THENCE SOUTH 58°15'00" EAST,
187.50 FEET; THENCE NORTH 82°00'00" EAST, 182.00 FEET; THENCE SOUTH
13055'00" EAST, 198.50 FEET; THENCE SOUTH 45025'00" EAST, 146.00 FEET; THENCE
SOUTH 43010'00" EAST, 173.00 FEET; THENCE SOUTH 45°15'00" EAST, 214.00 FEET;
THENCE SOUTH 36000'00" EAST, 172.50 FEET; THENCE SOUTH 19°35'00" WEST, 61.50
FEET; THENCE SOUTH 36°40'00" EAST, 162.50 FEET; THENCE SOUTH 75°35'00" EAST,
93.50 FEET; THENCE SOUTH 40°50'00" EAST, 115.50 FEET; THENCE SOUTH 40035'00"
EAST, 111.50 FEET; THENCE SOUTH 35°10'00" EAST, 68.00 FEET; THENCE SOUTH
27073 .14 a05,2 EXHIBIT "X" to EXHIBIT "C" - Page 2
?70736.14 a0�'20/0?
74000'00" EAST, 188.00 FEET; THENCE SOUTH 60°30'00" EAST, 59.57 FEET TO THE
WESTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, ALSO BEING THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE WESTERLY AND HAVING A
RADIUS OF 636.20 FEET; THENCE ALONG SAID WESTERLY RIGHT OF WAY, AND
SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45041'05" AND
AN ARC LENGTH OF 507.27 FEET; THENCE SOUTH 28°13'54" WEST, 272.60 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND
HAVING A RADIUS OF 1352.40 FEET; THENCE SOUTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF
151.07 FEET; THENCE SOUTH 34°37'54" WEST, 814.10 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1512.40
FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 5000'38" AND AN ARC DISTANCE OF 132.26 FEET TO A POINT ON THE
SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG
SAID SOUTH LINE, SOUTH 89°33'59" WEST, 2018.34 FEET TO THE SOUTHWEST
CORNER OF SAID SECTION 8; THENCE ALONG THE WEST LINE OF THE
SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION, NORTH
0001'48" EAST, 1312.79 FEET; THENCE ALONG THE SOUTH LINE OF THE WEST HALF
OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION
8, NORTH 89042'21" EAST, 661.26 FEET; THENCE ALONG THE EAST LINE OF SAID
WEST HALF, NORTH 0001' 19" EAST, 1316.94 FEET; THENCE ALONG THE NORTH
LINE OF SAID WEST HALF, SOUTH 89055'03" WEST, 661.07 FEET TO THE WEST
QUARTER CORNER OF SAID SECTION 8; THENCE ALONG THE WEST LINE OF THE
SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 8,
NORTH 0001'48" EAST, 1319.38 FEET ; THENCE ALONG THE SOUTH LINE OF THE
EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SAID SECTION 7, SOUTH 89°50'05" WEST, 661.84 FEET; THENCE ALONG THE WEST
LINE OF SAID EAST HALF, NORTH 0000' 13" EAST, 1319.76 FEET; THENCE ALONG
THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF SAID SECTION 6, NORTH 0°04' 16" EAST, 135.00 FEET TO
THE POINT OF BEGINNING.
PARCEL 2: (Giannini Property)
THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 6
SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING
WESTERLY OF THE ALL-AMERICAN CANAL; EXCEPTING THEREFROM THE NORTH
AND WEST 30 FEET IN THE STREETS
PARCEL 3: (Golf Property)
LOTS 21, 22, 23 AND 24 OF TRACT NO. 21640 AS SHOWN BY MAP ON FILE IN BOOK
172, PAGES 84 THROUGH 94, INCLUSIVE, OF MAPS RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA
2070736.14 a0o20/02 EXHIBIT "X" to EXHIBIT "C" - Page 3
PARCEL 4: (Golf Maintenance)
LOT 18 OF TRACT 21640, AS SHOWN BY MAP ON FILE IN BOOK 172, PAGES 84
THROUGH 94, INCLUSIVE, OF MAPS RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA;
EXCEPTING THEREFROM THE WESTERLY 121.93 FEET.
610736.1 aO5 2 EXHIBIT "X" to EXHIBIT "C" - Page 4
270736.14 a05:20102
EXHIBIT "Y" TO EXHIBIT "C"
LEGAL DESCRIPTION OF THE AVENUE 54 EASEMENT
[See Attached]
0270736 14 a0020/02 EXHIBIT "Y" to EXHIBIT "C" - Page 1
EXHIBIT 6C
Y97
INGRESS AND EGRESS EASEMENT
LEGAL DESCRIPTION
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'
BEGINNING 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 89'50156' WEST, 197.98 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. NORTH 89059'23" WEST, 2647.64 FEET TO THE
SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF
THE SOUTHWEST QUARTER OF SAID SECTION 8. SOUTH 89033'59 WEST, 462.84 FEET TO THE
EASTERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, SAID POINT ALSO BEING THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS
OF 1372.40 FEET. THE INITIAL RADIAL LINE BEARS NORTH 56'56'06" WEST: THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00" AND AN ARC
DISTANCE OF 36.30 FEET; THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE
OF THE SOUTHWEST QUARTER OF SAID SECTION 8, NORTH 89'33'59" EAST, 442.53 FEET;
THENCE PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST
QUARTER OF SAID SECTION 8, SOUTH 89'59'23' EAST, 2647.71 FEET; THENCE PARALLEL TO
AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION
9. NORTH 89'50'56' EAST, 196.86 FEET TO A POINT ON THE CENTERLINE OF JEFFERSON
STREET; THENCE ALONG THE CENTERLINE OF JEFFERSON STREET. SOUTH 2012'44"EAST,
30.02 FEET TO THE POINT OF BEGINNING.
AS SHOWN ON EXHIBIT 'B' ATTACHED HERETO AND MADE A PART HEREOF.
PREPARED UNDER THE SUPERVISION OF:
� L" �. "E 4140.1-
CHRIS J. BERPH, P.L.54q5dd A E
EXP. DATE: 12/31/2003
SHEET 1 OF 3
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Received Aar-19-02 01:16PM Free- To-RUTAN TUCKER.LLP. Page 02
--" -_ - - - -- - SHED`
EXHIBIT "Y"
INGRESS AND EGRESS EASEMENT
I I
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* Exp.
12-31-C3 * L Tj—J.L J
EASEMENT
CA0F EXISTING LOT NO.
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L
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INGRESS AND EGRESS EASEMENT
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EXISTING LOT NO.
Received. Aar-19-02 01:15am From- To-RUTAN TUCKER.LLP. Psss 04
W
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VAR.
EXHIBIT "Z" TO EXHIBIT "C"
LEGAL DESCRIPTION OF THE MOUNTAIN ACCESS EASEMENT
[See Attached]
6li736.1 a05,12 EXHIBIT "Z" to EXHIBIT "C" - Page I
270736.13 a0�i20/OZ
. SC...G — c._—
F.Xf3IBIT "Z"
INGRESS AND EGRESS EASEMENT
LEGAL DESCRIPTION
THAT PORTION OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST
QUARTER OF SECTION 6, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN B NARDINO MERIDIAN,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
I
BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SAID �T HALF WITH THE
CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH °04'16' WEST, 1128.43
FEET; THENCE LEAVING SAID WEST LINE, SOUTH 53025'00' EAST, P7.33 FEET; THENCE
PARALLEL TO AND 30.00 FEET EAST OF SAID WEST LINE, NORTH 0.04'1¢ EAST, 1150.72 FEET
TO A POINT ON THE CENTERLINE OF AVENUE 52; THENCE ALONG SAIDI CENTERLINE, SOUTH
89065'34" WEST, 30.00 FEET TO THE POINT OF BEGINNING.
AS SHOWN ON EXHISIT'B ' ATTACHED HERETO AND MADE A PART HEREOF.
PREPARED UNDER THE SUPERVISION OF:
110 L &Mi 41
CHRIS J. BERG P.L . 6 DATE
EXP. DATE: 12/31/2003
SHELT 1 OF 2
� P
1lze OP' rAl \F
Q1s13�76�LEGAI.S1E7cMZtlx
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Received Aar-24-02 04;05pm From- To-RUTAN A TUCKER LLP, Pap 02
EXHIBIT" Z is SHE- 2 CF 2 `-=-;
TRACT NO. 2-e:E3DO TRACT No. 2 4r3: 500—/
CITRUS
CETRINO5�tQ_ AVENUE 52
o _ �
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PREPARED UNDER THE SUPERVISION OF:
LAND
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EASEMENT
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EXISTING 'LOT NO.
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Received Apr-24-OZ 04:05pm From- To-RUTAN i TUCKER LLP, Pap 03
EXHIBIT "D"
FORM OF ASSIGNMENT OF LEASE
THIS ASSIGNMENT OF LEASE ("Assignment") is made as of July_, 2002, by and
between KSL Land Holdings, Inc., a Delaware Corporation ("Assignor"), and the La Quinta
Redevelopment Agency, a public body, corporate and politic ("Assignee").
RECITALS:
A. Concurrently with the delivery of this Assignment, Assignor has conveyed to
Assignee and Assignee has acquired from Assignor a fee simple estate in and to certain real
property located in the City of La Quinta, California, more particularly described in Exhibit "A"
attached hereto (the "Real Property") pursuant to that certain Agreement of Purchase and Sale
and Joint Escrow Instructions dated July _, 2002 (the "Purchase Agreement").
B. Pursuant to the Purchase Agreement, Assignor is to assign to Assignee and
Assignee is to assume certain rights and obligations under those certain leases affecting the
Property as amended or modified (collectively, the "Leases"), which Leases are more
particularly described in Exhibit `B" attached hereto and incorporated herein by this. reference.
NOW, THEREFORE, Assignor and Assignee agree as follows:
ARTICLE I
ASSIGNMENT OF LEASE
1.1 Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title and
interest in and to all Leases affecting the Property as of the Effective Date, including, but not
limited to, all security and other deposits and prepaid rents paid thereunder (hereafter defined).
1.2 Assumption. Assignee hereby accepts the foregoing assignment, assumes the
Leases, and agrees to timely keep, perform and discharge all of the obligations of the lessor
under the Leases that accrue from and after the Effective Date hereof.
1.3 Indemnification. Assignor shall indemnify, protect, defend and hold Assignee
harmless from all losses, damages, claims, liabilities, demands, costs, offset rights and expenses,
including, without limitation, attorneys' fees arising out of any failure of Assignor to keep,
perform and discharge all of the obligations of lessor under the Leases prior to the Effective
Date. Assignee shall indemnify, protect, defend and hold Assignor harmless from all losses,
demands, damages, claims, liabilities, demands, costs, expenses and offset rights, including,
without limitation, attorneys' fees arising out of any failure of Assignee to so keep, perform and
discharge all of the obligations of the lessor under the Leases that accrue from and after the
Effective Date.
610736.1 a05,2 EXHIBIT "D" - Page I
270736.14 a05i20/02
1.4 Effective Date. The "Effective Date" of this Assignment shall be the date that
Assignee acquires the Real Property.
1.5 Consistency with Purchase Agreement. Nothing in this Assignment shall be
construed to modify or limit any provisions of the Purchase Agreement and in the event of any
inconsistency between this Assignment and the Purchase Agreement, the Purchase Agreement
shall control.
ARTICLE II
MISCELLANEOUS
2.1 Attorneys' Fees. In the event of any action between Assignor and Assignee
seeking enforcement of any of the terms and conditions to this Assignment, the prevailing party
in such action, whether by fixed judgment or settlement, shall be entitled to recover, in addition
to damages, injunctive or other relief, its actual costs and expenses, including, but not limited to,
actual attorneys' fees, court costs and expert witness fees.
2.2 Inurement. This Assignment shall inure to the benefit of Assignor and Assignee,
and their respective heirs, assigns and successors in interest.
2.3 Counterparts. This Assignment may be signed by the parties in different
counterparts and the signature pages combined to create a document binding on all parties.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
27073 .14 aO /2 EXHIBIT "D" - Page 2
270736.14 a05f20/02
2.4 Governing_ Law. This Assignment shall be governed by and construed in
accordance with the internal laws of the State of California, without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and
year first above written.
SELLER:
BUYER:
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Counsel
KSL LAND HOLDINGS, INC.,
a Delaware corporation,
By:
Name:
Its: President
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:_
Name:
Its:
615;015610-0048 EXHIBIT "D" - Page 3
270736.14 a05120/02
EXHIBIT "A"
LEGAL DESCRIPTION OF REAL PROPERTY
THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
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 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH
0006'19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF
SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET
SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 859.04 FEET;
THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET
SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADIUS OF 291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET;
THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE
FOLLOWING FOUR (4) COURSES:
SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
6li736.1 a05/2 EXHIBIT "A" to EXHIBIT "D" -Page 1
270736.14 a05/20i02
46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89055'34"
WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6;
THENCE ALONG SAID WEST LINE, NORTH 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 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH
A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF
171.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE
NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06
FEET; THENCE SOUTH 0°08'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 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 13017'09" AND AN ARC DISTANCE OF
476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING
THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH
89051'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING.
PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS.
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,
270'73 .14 aO /2 EXHIBIT "A" to EXHIBIT "D" -Page 2
270736.14 a05/20/02
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 89050'56" WEST,
65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE
CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 297.88 FEET; THENCE
NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST,
3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL
AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH
89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF
THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO
THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE
ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 89°53' 14" WEST, 30.02 FEET;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, NORTH 2012'44" WEST, 1322.87 FEET TO A POINT ON THE
NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52;
THENCE ALONG SAID NORTH LINE, NORTH 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 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF
SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION, SOUTH 89°33'59" WEST, 48.00 FEET TO
THE BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74°58'44" EAST,
2 0736.1 aO5,2 EXHIBIT "A" to EXHIBIT "D" - Page 3
270736.14 a0i�20/0?
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38"
AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET
NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8,
ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64
FEET; THENCE NORTH 83°02'52" EAST, 151.56 FEET; THENCE NORTH 44°58'49"
EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE
POINT OF BEGINNING.
PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS.
PARCEL 2
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST,
SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH
0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE
FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 89051'25" EAST, 767.06
FEET;
THENCE SOUTH 41015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00
FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44"
EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN
CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF
THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES:
SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0000'06" EAST, 1320.62 FEET;
THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
27073 .14 a0 /2 EXHIBIT "A" to EXHIBIT "D" - Page 4
270736.14 a05/20/02
AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF
396.05 FEET; THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20
FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 11 °02'55" AND AN ARC DISTANCE OF 122.68 FEET;
THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57
FEET; THENCE NORTH 74°00'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00"
WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH
40°50'00" West, 115.50 FEET; THENCE NORTH 75°35'00" WEST, 93.50 FEET; THENCE
NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET;
THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45°15'00" WEST,
214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH
45025'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE
SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58°15'00" WEST, 187.50 FEET;
THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31 °50'00" WEST,
108.00 FEET; THENCE NORTH 5°55'00" WEST, 209.00 FEET; THENCE NORTH 10020'00"
EAST, 180.50 FEET; THENCE NORTH 4°40'00" EAST, 111.00 FEET; THENCE NORTH
2°40'00" WEST, 88.50 FEET; THENCE NORTH 14°00'00" WEST, 202.00 FEET; THENCE
NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67°50'00" WEST, 187.00 FEET;
THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST,
122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88020'00"
WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63°25'00" WEST,
59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 72020'00" WEST, 64.00 FEET; THENCE SOUTH
89050'00" 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
97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 8°05'00" EAST,
116.00 FEET; THENCE NORTH 7°05'00" WEST, 293.00 FEET; THENCE NORTH 45045'00"
WEST, 143.00 FEET; THENCE NORTH 53°25'00" WEST, 284.00 FEET TO A POINT ON
THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER SAID SECTION 6; THENCE ALONG SAID WEST LINE, NORTH
0004' 16" EAST, 1068.43 FEET TO THE POINT OF BEGINNING.
27073 .14 a05'2 EXHIBIT "A" to EXHIBIT "D" - Page 5
270736.14 a0�'20i02
PARCEL 2 CONTAINS 292.135 ACRES, MORE OR LESS.
PARCEL 3
THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE
SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION
9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE
OF SAID SECTION 9, SOUTH 89°50'56" WEST, 65.04 FEET; THENCE PARALLEL TO
AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH
2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH
44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE
PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54,
SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15000'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74°58'44" WEST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE
OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH
LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT
OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT
OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12)
COURSES:
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00"
AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34°37'54" EAST, 814.10
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY
AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF
166.70 FEET; THENCE NORTH 28°13'54" EAST, 272.60 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST,
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
270736.14 a002 EXHIBIT "A" to EXHIBIT "D" - Page 6
270736.14 a05!20�02
28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST,
420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06"
WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89°53' 14" EAST,
2292.43 FEET;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 3166.69 FEET; THENCE SOUTH 1°23'37"
EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 223.88 FEET TO THE
POINT OF BEGINNING.
PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS.
PAR( -VT. d
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE
52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST,
235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH
2012'44" EAST, 418.00 FEET; THENCE NORTH 41°15'00" WEST, 787.18 FEET; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28"
AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET
TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND
HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF
217.20 FEET TO THE POINT OF BEGINNING.
PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS.
27073 .14 a0048 EXHIBIT "A" to EXHIBIT "D" - Page 7
270736.14 a05/20i02
EXHIBIT "B"
SCHEDULE OF LEASES
1. Lease Agreement (Bull Barn), dated July 1, 1997, by and between Xochimilco
Properties, Inc., a Delaware corporation, as trustee and nominee for KSL Desert Resorts. Inc. and
KSL Oak Land, L.P. (together, as "Landlord") and MDS Consulting, a California corporation (as
"Tenant"); and
615 o o,e b4 a 4 20 02 EXHIBIT "B" to EXHIBIT "D" - Page 1
EXHIBIT "E"
AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
KSL Land Holdings, Inc.
50-905 Avenida Bermudas
La Quinta, California 92253
Attn.: Mr. Chevis Hosea
(Space Above this Line is for Recorder's Use Only)
AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY
This AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY
(the "Agreement") is dated for reference purposes only as of this _ day of July, 2002, by and
between KSL Land Holdings, Inc., a Delaware Corporation ("KSL"), 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 "Party".
RECITALS
A. Concurrently herewith, Agency is purchasing from KSL a fee interest in that
certain real property located in the County of Riverside, State of California, more particularly
described in Exhibit "A", as attached hereto and herein incorporated (the "Agency Property").
B. 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.
27073 .14 a05 2 EXHIBIT "E" - Page 1
270736.14 a05!20/02
COVENANTS
Based upon the foregoing Recitals and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by both Parties, Agency and KSL hereby agree
as follows:
1. Term. This Agreement and the CC&Rs (as defined in Section 2 below)
shall run with the Property and the Benefited Property, effective upon the date that this
Agreement is recorded in the Official Records of Riverside, California (the "Effective Date") and
shall automatically terminate without notice upon the earlier of (i) seven (7) years from the
Effective Date (the "Automatic Outside Expiration Date"), or (ii) the date prior to the Automatic
Outside Expiration Date that the Benefited 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 Term of this Agreement, the CC&Rs shall automatically terminate without
further action of KSL, Agency, or any owner of the Agency Property or the Benefited Property.
Upon expiration of this Agreement and the CC&Rs, the Benefited 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).
27073 .14 aO5'2 EXHIBIT "E" - Page 2
270736.14 a05'20/02
(b) Neither the Agency Property nor any part thereof, shall be used in
whole or in part, for purposes of operating any "Condo -Hotel" (as hereinafter defined), which, in
the aggregate, contains more than three hundred (300) rentable units or five hundred (500)
separate "lock -offs" or "keys" (i.e., units with two or more dwelling areas which may be
separately accessed by key and which are rented on a "per night" basis), whichever is less;
provided, however, the hotel, motel, travel lodge or resort units described in Section 2(a) above
shall not be counted when calculating the rentable units allowable under this Section 2(b). As
used herein, the term "Condo -Hotel" shall mean one or more developments that is/are a
fractional or time-share condominium project in which owners of units are limited to occupancy
for a specified number of days per year and which may, but is not required to, contain units with
multiple "lock -offs" or "keys" (as described above).
(c) Neither the Agency Property nor any part thereof, shall be used in
whole or in part, for purposes of operating any meeting or conference rooms within any facilities
described in subsections 2(a) and 2(b) above, which in the aggregate, exceed ten thousand
(10,000) total square feet; provided, however, any public community facilities containing
meeting and/or conference rooms located upon the Agency Property shall not be counted when
calculating the 10,000 total square feet of meeting and conference rooms allowable on the
Agency Property.
(d) To the extent permitted by all applicable laws, regulations, rules,
and opinions promulgated by any regulatory body with jurisdiction over the Agency Property
(excluding the City of La Quinta, except as may be necessary for protection of the public health
or safety), including, without limitation, the California Department of Real Estate and/or the
California Department of Corporations, rental rates (excluding all applicable taxes and fees) for
the units located on the Agency Property shall not exceed seventy percent (70%) of the published
rates for rentable units of similar type and nature at The La Quinta Resort & Club, located at 49-
499 Eisenhower Drive, La Quinta, California 92253, which are in effect from time to time.
Notwithstanding the foregoing, if any price restriction under the first sentence of this Section
2(d) shall result in a nightly rent of less than $125.00 for any particular unit located upon the
Agency Property, then it shall be permissible hereunder for such unit to be offered at $125.00 per
unit per night and, accordingly, in no event shall Agency, or any of Agency's successors or
assigns, if applicable, be prohibited from offering rental rates of at least $125.00 per night for
any unit located upon the Agency Property. The $125.00 floor set forth in the preceding
sentence shall be adjusted annually as of each March ls`, commencing on the March ls` of the
calendar year that is subsequent to the Effective Date during the Term, by the Consumer Price
Index applicable to Riverside County (the "CPI"), comparing the CPI as of the immediately prior
December 1 S` 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
27073 .14 a05 2 EXHIBIT "E" - Page 3
270736.14 a05!20/02
from the other party all of its costs of action including reasonable attorneys' fees as fixed by the
court therein.
(b) Severability. Invalidation of any one or a portion of these
covenants, conditions and restrictions by judgment or court order shall in no way affect any other
provisions which shall remain in full force and effect.
(c) Singular Includes Plural. Whenever the context of this Agreement
requires the same, the singular shall include the plural and the masculine shall include the
feminine and the neuter.
(d) Notices. Any notice to be given to KSL or Agency shall be in
writing and shall be deemed to have been properly delivered when directed to such addressee as
follows:
If to KSL 50-905 Avenida Bermudas
La Quinta, California 92253
Attention: Legal Department
If to Agency La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
The foregoing addresses may be changed by written notice given in accordance with this
Section. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or
any legal holiday, or any day in which La Quinta City Hall is closed for business, then such date
shall automatically be extended to the next business day immediately following such Saturday,
Sunday, legal holiday, or day that La Quinta City Hall is closed for business.
(e) Effect of CC&R's. These CC&R's are made for the purposes set
forth herein and neither Agency nor KSL makes any warranties or representations, express or
implied to each other as to the binding effect or enforceability of all or any portion of such
CC&R's, or as to the compliance of any of these provisions with public laws, ordinances and
regulations applicable thereto.
(f) Mortgagee Protection. No breach or violation of this Agreement
shall defeat or render invalid the lien of any mortgage, deed of trust or similar instrument (a
"Mortgage") securing a loan made in good faith and for value with respect to the Benefited
Property or the Agency Property, or any portion thereof, provided, that, during the Term, all of
the CC&R's shall be binding upon and effective against any subsequent owner of the Agency
Property whose title is acquired by or as a result of foreclosure, trustee's sale, deed in lieu of
foreclosure, or otherwise pursuant to such liens rights, but such subsequent owner shall take title
free and clear of any liability for violations occurring prior to such transfer of title.
Eli 36.14 05/2 EXHIBIT "E" - Page 4
370736.14 a05/20/02
(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.
(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.]
6li736.1 a05/2 EXHIBIT "E" - Page 5
270736.14 a05i20%02
IN WITNESS WHEREOF, the parties have executed this Agreement Containing
Covenants Affecting Real Property as of the date first written above.
ATTEST:
KSL LAND HOLDINGS, INC.,
a Delaware corporation,
By:_
Name:
Its: President
KSL DESERT RESORTS, INC.,
a Delaware corporation,
By:_
Name:
Its:
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
Agency Secretary By:
Name:
Its:
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Counsel
615/015610-0048
270736.14 a0 /20/02 EXHIBIT "E" - Page 6
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 89055'34" EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH
0006' 19" WEST, 55.00 FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF
SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET
SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 859.04 FEET;
THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE PARALLEL TO AND 52.00 FEET
SOUTH OF SAID NORTH LINE, NORTH 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 15009'25" AND AN ARC DISTANCE OF 76.98 FEET;
THENCE PARALLEL TO AND 60.00 FEET SOUTH OF SAID CENTERLINE THE
FOLLOWING FOUR (4) COURSES:
SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
27073 .14 a0 /2 EXHIBIT "A" TO EXHIBIT "E" - Page 1
270736.14 a05!20i02
46047'58" AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 46°39'23" WEST;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 46043'49" AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89°55'34"
WEST, 1708.65 FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6;
THENCE ALONG SAID WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT
OF BEGINNING.
PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS.
PARCEL B
THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION
8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE
52, SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 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 72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE
NORTH 74059' 10" WEST, 55.07 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO AND 52.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 155.06
FEET; THENCE SOUTH 0°08'35" EAST, 3.00 FEET; THENCE PARALLEL TO AND 55.00
FEET SOUTH OF THE CENTERLINE OF AVENUE 52, SOUTH 89051'25" WEST, 859.04
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 2055.00 FEET; THENCE NORTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 13017'09" AND AN ARC DISTANCE OF
476.51 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING
THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH
89-51'25" EAST, 1733.26 FEET TO THE POINT OF BEGINNING.
PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS.
6li01 736.1 a05,2 EXHIBIT "A" TO EXHIBIT "E" - Page 2
270736.14 a05i20/02
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°50'56" WEST,
65.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WESTERLY OF THE
CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST, 297.88 FEET; THENCE
NORTH 1023'37" WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2°12'44" WEST,
3166.69 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE ALL
AMERICAN CANAL; THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH
89053' 14" EAST, 30.02 FEET; THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF
THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO
THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE
ALONG SAID NORTHERLY RIGHT OF WAY, SOUTH 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.
PARCRI. n
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
6L0736.0-0048
270736.14 a05!20/02 EXHIBIT "A" TO EXHIBIT "E" - Page 3
HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
SOUTH 89033'59" WEST; THENCE LEAVING SAID SOUTH LINE, AND
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027' 16" AND AN ARC DISTANCE OF 88.35 FEET; THENCE SOUTH 74058'44" EAST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38"
AND AN ARC DISTANCE OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET
NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8,
ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89°59'23" EAST, 2514.64
FEET; THENCE NORTH 83°02'52" EAST, 151.56 FEET; THENCE NORTH 44058'49"
EAST, 36.66 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 74.00 FEET TO THE
POINT OF BEGINNING.
PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS.
PARCEL 2
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE
EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 6, THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST,
SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF
THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6
WITH THE CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH
0004' 16" WEST, 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52 THE
FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 41015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00
FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44"
EAST, 669.32 FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN
CANCEL; THENCE ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF
THE ALL AMERICAN CANAL THE FOLLOWING SEVEN (7) COURSES:
27073 .14 a0542 EXHIBIT "A" TO EXHIBIT "E" - Page 4
270736.14 a0�r20'02
SOUTH 89053' 14" WEST, 2633.43 FEET; THENCE SOUTH 0°00'06" EAST, 1320.62 FEET;
THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0°00'06" EAST, 420.29
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF
396.05 FEET; THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 636.20
FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 11002'55" AND AN ARC DISTANCE OF 122.68 FEET;
THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57
FEET; THENCE NORTH 74000'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00"
WEST, 68.00 FEET; THENCE NORTH 40°35'00" WEST, 111.50 FEET; THENCE NORTH
40°50'00" West, 115.50 FEET; THENCE NORTH 75035'00" WEST, 93.50 FEET; THENCE
NORTH 36040'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET;
THENCE NORTH 36000'00" WEST, 172.50 FEET; THENCE NORTH 45°15'00" WEST,
214.00 FEET; THENCE NORTH 43°10'00" WEST, 173.00 FEET; THENCE NORTH
45°25'00" WEST, 146.00 FEET; THENCE NORTH 13°55'00" WEST, 198.50 FEET; THENCE
SOUTH 82000'00" WEST, 182.00 FEET; THENCE NORTH 58015'00" WEST, 187.50 FEET;
THENCE NORTH 46000'00" WEST, 180.50 FEET; THENCE NORTH 31050'00" WEST,
108.00 FEET; THENCE NORTH 5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00"
EAST, 180.50 FEET; THENCE NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH
2040'00" WEST, 88.50 FEET; THENCE NORTH 14°00'00" WEST, 202.00 FEET; THENCE
NORTH 64040'00" WEST, 186.00 FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET;
THENCE SOUTH 76055'00" WEST, 124.00 FEET; THENCE SOUTH 37010'00" WEST,
122.00 FEET; THENCE SOUTH 88020'00" WEST, 75.50 FEET; THENCE NORTH 88°20'00"
WEST, 75.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST,
59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 135.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
77030'00" AND AN ARC DISTANCE OF 182.61 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 47.00
FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 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 88020'00"
WEST, 75.50 FEET; THENCE NORTH 72°20'00" WEST, 64.00 FEET; THENCE SOUTH
89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50 FEET; THENCE
NORTH 38035'00" WEST, 230.50 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
97045'00" AND AN ARC DISTANCE OF 153.55 FEET; THENCE NORTH 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
615M27073 .1 a 5/2 EXHIBIT "A" TO EXHIBIT "E" - Page 5
270736.1J a05/20i02
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.
PARCEL 3
THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE
SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION
9; TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE
OF SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET; THENCE PARALLEL TO
AND 65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH
2012'44" WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH
44058'49" WEST, 36.66 FEET; THENCE SOUTH 83°02'52" WEST, 151.65 FEET; THENCE
PARALLEL TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54,
SOUTH 89059'23" WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
15°00'38" AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST,
50.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 48.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
105027' 16" AND AN ARC DISTANCE OF 88.35 FEET TO A POINT ON THE SOUTH LINE
OF THE SOUTHWEST QUARTER OF SAID SECTION 8; THENCE ALONG SAID SOUTH
LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT ON THE EASTERLY RIGHT
OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID POINT ALSO BEING THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
NORTH 56056'06" WEST; THENCE ALONG THE EASTERLY AND SOUTHERLY RIGHT
OF WAY OF THE ALL AMERICAN CANAL, THE FOLLOWING TWELVE (12)
COURSES:
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00"
AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34°37'54" EAST, 814.10
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY
AND HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF
166.70 FEET; THENCE NORTH 28°13'54" EAST, 272.60 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
56044'00" AND AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28°30'06" WEST,
615/013610-0048
270736.14 a05/20/02 EXHIBIT "A" TO EXHIBIT "E" - 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
28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE NORTH 0°00'06" WEST,
420.48 FEET; THENCE SOUTH 89°55'03" WEST, 10.00 FEET; THENCE NORTH 0°00'06"
WEST, 954.66 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
89053'20" AND AN ARC DISTANCE OF 371.00 FEET; THENCE NORTH 89°53' 14" EAST,
2292.43 FEET;
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2°12'44" EAST, 3166.69 FEET; THENCE SOUTH 1°23'37"
EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 223.88 FEET TO THE
POINT OF BEGINNING.
PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS.
PARCEL 4
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE
52, SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST,
235.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH
2012'44" EAST, 418.00 FEET; THENCE NORTH 41°15'00" WEST, 787.18 FEET; THENCE
PARALLEL TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52,
NORTH 89051'25" EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A
RADIAL LINE THROUGH SAID POINT BEARS NORTH 13019'22" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1041'28"
AND AN ARC DISTANCE OF 8.59 FEET; THENCE SOUTH 74059' 10" EAST, 55.07 FEET
TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHWESTERLY AND
HAVING A RADIUS OF 171.00 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 72046'26" AND AN ARC DISTANCE OF
217.20 FEET TO THE POINT OF BEGINNING.
PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS.
270 36.14 0000480/02 EXHIBIT "A" TO EXHIBIT "E" - 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.
27073 .14 aO5 2 EXHIBIT `B" to EXHIBIT "E" - Page I
270736.14 a05/20J02 -
EXHIBIT "F"
WALL IMPROVEMENTS
(See Attached)
615/015610-0048
270736.14 a05/20/02 EXHIBIT "F" - Page I
EXHIBIT "F
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RESIDENTIAL LOTS
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PLANNERS ENGINEERS
SURVEYORS
TRACT NO. 24317-1
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SCALE 1" =300'
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LOT 2
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TRACT NO. 24317-3
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LOT 1
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TRACT NO. 21640
MS 172/84-94
EXISTING MAINTENANCE FACILITY
\�aPL LANo S
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L.S. 6588
* Exp. 12-31-03 * PREPARED UNDER THE SUPERVISION OF:
��qrF OF CA0�\P A n
CHRIS J. BERM, L.S.
EXHIBIT "G"
FORM OF ESTOPPEL CERTIFICATE
The undersigned, MDS Consulting, a California corporation (the "Tenant"), tenant under
that certain Lease Agreement dated July 1, 1997, as amended and/or modified and attached
hereto as Exhibit "A" and made a part hereof (the "Lease"), hereby certifies to the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Buyer"), as follows:
1. As of the date hereof, the Lease has not been amended or modified other than as
may be set forth in Exhibit "A" and is in full force and effect;
2. Tenant has paid to Landlord a security deposit of NO DOLLARS ($0);
3. The annual rent under the Lease is currently TEN DOLLARS ($10.00).
4. There are no outstanding rental or other monetary concessions granted to tenant;
5. The rent has been paid for all periods up to and including ,
WMEEMEEMM
6. No rent under the Lease has been prepaid;
7. The Lease commenced on June 1, 1997, and had an initial term of one (1) year.
Thereafter, the Lease automatically renews annually; provided, however, notwithstanding the
annual renewals, Landlord has the right to terminate the Lease, with or without cause, by
providing Tenant with thirty (30) days written notice to cancel;
9. As of the date hereof, neither Landlord nor Tenant under the Lease is in default
under the Lease; Tenant has no knowledge of the occurrence of any event which with notice
and/or the passage of time would constitute a defense to the payment of rent under the Lease or
otherwise; and Tenant has no charge, lien, claim of offset under the Lease or otherwise, against
rents or other charges due or to become due thereunder;
10. Tenant is presently in possession of the leased premises;
11. Upon consummation of the sale by Landlord to Buyer of its fee simple interest in
the property which is subject to the Lease, Tenant shall recognize and attorn to Buyer and its
successors and assigns as the Landlord under the Lease; and
12. In accordance with California Revenue & Taxation Code § 107.6, Tenant hereby
acknowledges that the possessory interest granted by the Lease may be a taxable interest and
Tenant hereby acknowledges and agrees that, notwithstanding any provision to the contrary that
may be set forth in the Lease, Tenant shall be responsible for the payment of any such possessory
interest tax.
2 0736.1 a05/2 EXHIBIT "G" - Page 1
270736.14 a0>!20/02
13. As consideration for Agency's agreement not to immediately deliver a thirty -day
notice of termination upon Agency's acquisition of fee title to the property, Tenant hereby
waives, relinquishes, and discharges any and all rights or claims that Tenant may have against
Buyer for relocation assistance or related benefits or loss of goodwill under any applicable law,
including, but not limited to California Government Code Section 7260 et seq. and the State
Relocation Assistance and Real Property Acquisition, 25 C.F.R. 6000 et seq., or the comparable
federal relocation laws and regulations.
As used herein, the term "Tenant" shall mean and include the Tenant named above and
the Tenant's successors, assigns, heirs, executors, administrators and personal representatives.
Where there is more than one tenant, the use of the singular shall be construed to include the
plural wherever the context so requires. The use of any gender herein shall include all genders.
Tenant acknowledges that Buyer and their successors and/or assigns may rely upon this
Estoppel Certificate in connection with its acquisition of the leased premises which is the subject
of the Lease and that any lender who makes a loan to Buyer or their successors and/or assigns
which is secured in whole or in part by a lien on the leased premises may rely upon this Estoppel
Certificate in connection with any loan made to Buyer, their successors or assigns.
IN WITNESS WHEREOF, Tenant has executed this Estoppel Certificate this
day of , 2002.
TENANT:
MDS CONSULTING,
a California corporation
By:
Name:
Title:
By:
Name:
Title:
270736.14
70736li610 5/2 EXHIBIT "G" - Page 2
270736. ] 4 a05i20/02
EXHIBIT "A"
COPY OF LEASE
Insert a copy of the Lease and any amendments and modifications made to the Lease.
EXHIBIT "A"
615/01561270 361a ao020/02 TO FORM OF ESTOPPEL CERTIFICATE
LEASE AGREEMENT
BULL BARN
THIS LEASE AGREEMENT (the "Lease") is made effective the 1st day of July, 1997, by
and between XOCHIlVIILCO PROPERTIES, INC., a Delaware corporation, as trustee and nominee
for KSL Desert Resorts, Inc. and KSL Oak Land, L.P. (collectively, "Landlord") and MDS
CONSULTING, a California corporation, whose principal place of business is located at 17-0
Redhill Avenue, Suite 350, Irvine, California 92614 ("Tenant").
RECITALS
A. Landlord is the owner of (i) the land described as the East Half of the Northeast
Quarter of the Northeast Quarter of Section 7, Township 6 South, Range 7 West, San Bernardino
Base and Meridian, City of La Quints, County of Riverside, State of California, more commonly
known at a portion of Oak Tree West (the "Land"); and (ii) certain improvements on the Land
consisting of a building containing 1,545 square feet of space, commonly known as the Bull Barn,
located at 79-799 Old Avenue 54, City of La Quinta, and various associated parking areas,
driveways and walkways (the "Leased Premises").
B. Tenant is engaged in the business of mapping, surveying and other land planning
services and has entered into an agreement with Landlord to provide such services to Landlord.
C. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the
Leased Premises on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE; in consideration of the mutual agreements set forth herein, Landlord
and Tenant agree as follows:
ARTICLE I
1.1 I paced Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Leased Premises, together with the right to use in common with others the parking
ns stated in this
areas, driveways and walkways
rants that Tenant shalthe Land, upon the �comprms lydwith alloLandlord's and the
Lease. Tenant hereby covenants
City of La Quinta's rules and regulations in connection with its operations on the Land.
Page 1
OL
1.2 Conditions of sed Premises. Tenant hereby acknowledges and agrees that. prior
to the execution of the Lease, Tenant has performed all inspections of the Leased Premises that
Tenant deems necessary or appropriate, and Tenant hereby accepts the Leased Premises "As -Is" in
its current condition. Tenant further acknowledges that neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the Leased Premises. The taking of
possession of the Leased Premises by Tenant shall conclusively establish that the Leased Premises
were, at such time, in satisfactory condition.
ARTICLE II
2.1 Term. The Term of this Lease shall be for a period of one year commencing June 1,
1997, unless sooner terminated as provided herein (the "Term"). Thereafter, this Lease shall
automatically renew annually
Notwithstanding the foregoing and anything contained herein to the
contrary, Landlord shall have the right to terminate this Lease, with or without cause, by providing
Tenant with thirty (30) days written notice to cancel. Upon such termination, Tenant shall surrender
the Leased Premises, in accordance with the provisions contained in Section 8.1 hereof, no later than
the effective date of termination.
ARTICLE III
3.1 ErZ. In consideration of Tenant maintaining a business office on Landlord's
property, beginning June 1, 1997 and continuing throughout the Term, or subsequent renewal
in the amount of Ten Dollars ($10.00) annually (the
thereof, Tenant shall pay to Landlord base rent
"Rent"), payable in advance to Landlord on the first day of each year without notice or demand and
without abatement, deduction, defense or set-off in.any amount or for any reason whatsoever.
Tenant shall make all rental payments to Landlord at Landlord's address as provided by Section
14.7.
3 . Tenant shall be responsible for payment of any and all costs,
charges and expenses for all utilities and related services provided to or for the Leased Premises,
whether billed directly or indirectly to Tenant or Landlord including, but not limited to, telephone,
water, gas, electricity and cable television. Tenant shall indemnify and hold Landlord harmless
from and against any loss, cost, charge, expense or damage with respect thereto.
3.3 inereaces. Any increase in the cost of any taxes, including real property taxes, or
insurance carried by Landlord attributable to Tenant's activities in or about the Leased Premises or
Tenant's failure to perform and observe its obligations and covenants under this Lease shall be borne
by Tenant and payable to Landlord from time to time, on demand, whether or not Landlord shall
have consented to such activities.
contract.mdsleas.doc
Page 2
t
3 4 p rc W' Taxe . During the Term, or renewal thereof, Tenant shall pay all
taxes assessed against and levied upon fixtures, furnishings, equipment, and all other personal
property of Tenant contained on the Land or in the Leased Premises prior to delinquency, and when
possible Tenant shall cause these fixtures, furnishings, equipment, and other personal property to be
assessed and billed separately from the real property of Landlord. If any of Tenant's fixtures,
furnishings, equipment, and other personal property is assessed and taxed with Landlord's real
property, Tenant shall pay to Landlord Tenant's share of the taxes within ten (10) days after delivery
to Tenant by Landlord of a statement in writing setting forth the amount of the taxes applicable to
Tenant's property.
ARTICLE IV
Qcc_upancv
4.1 Quiet Eniovment. Provided that no default or condition described in Section 13.1
has occurred and is continuing, and subject to the performance by Tenant of all of the covenants and
provisions of this Lease to be performed by Tenant, Tenant shall have during the Term peaceful and
quiet use and possession of Elie Leased Premises without hindrance on the. part of Landlord.
4.2 Uce of Leased premises. Tenant may use the Leased Premises for a general office
purposes and for no other purpose.
4.3 Compliance with Law. At all times during the Term, at Tenant's own expense,
Tenant shall conform to and comply with all governmental requirements, or requirements of
applicable insurance policies now or hereafter in force, affecting the use or occupancy of all or any
part of the Leased Premises.
4.4 ronduct on L.enged Premises. Tenant shall not do, or permit anything to be done, in
or on the Leased Premises, which in any way will (a) increase the rate of fire insurance on the
Leased Premises; (b) invalidate or conflict with the fire insurance policies on the Leased Premises or
fixtures or on personal property kept therein; (c) obstruct or interfere with the rights of Landlord;
(d) subject Landlord to any liability for injury to persons or damage to property; or (e) interfere with
the good order of the Leased Premises.
4.5 T Pnged Premises - Loss. D maa . Landlord shall not be liable under this Lease to
Tenant for injuries to person or damage to property occurring on the Land and the Leased Premises
or to any persons thereon, including, without limitation, (a) a loss of property by theft or burglary,
including property placed in the custody of Landlord's employees; (b) damage or injury to person or
property on the Leased Premises from the use of any utility on the Leased Premises; (c) any damage
or injury caused by action of the natural elements; or (d) damage or injury resulting from (i) the
conduct of Tenant, Tenant's contractors, licensees or invitees, whether negligent or otherwise, or
(ii) any other act, event or occurrence in or about the Leased Premises other than acts of Landlord
contract. mdsleas. doc
Page 3
or Landlord's employees, contractors, licensees or invitees, whether negligent or otherwise. Tenant
shall not make any claim against Landlord for any loss or damage described in this Section.
ARTICLE V
5.1 . Tenant shall not have the right to sublet the Leased
mogage Premises, or any portion thereof, or to as or
portion thereof, without the prior written consenofriLandlordTenant's hich consent may be wsithheld m
Landlord's sole and absolute discretion. In the case of any such subletting or assignment, Tenant
shall remain fully obligated to Landlord for the performance of all terms and conditions of this
Lease. Notwithstanding the foregoing, Landlord may, without Tenant's consent, assign this Lease
to any of its affiliates, successors or assigns of any of its assets.
ARTICLE VI
6.1 Parking. Tenant's lease of the Leased Premises includes the right to use, in common
with others, the adjacent automobile parking areas, driveways, access roads and footways.
ARTICLE VII
. Tenant, at its expense, will keep the Leased Premises m
7.1
good and clean order and reasonable condition, fit for its intended use. Tenant wests fromdoing,
take reasonable steps to prevent Tenant's employees, contractors, invitees an guests
any act or things which might in any manner impair the value or usefulness of the Leased thPremireoL 11
or any part thereof, or commit or permit any waste of the Leased Premises or any part
repairs and replacements necessitated br reason
this I.easeeacts or omissions of tnay be made by Landlord att .Tenantp'socost and
contractors, invitees or guests toa h of
expense, payable upon demand therefor by Landlord.
7.2 A1tPratiotL_bv Tenavnt. Tenant may not make any additions, alterations or changes
to the Leased Premises without the prior written consent of Landlord.
ccntract.mdsleas.doc
ARTICLE VM
Page 4
8 1 surrender. Upon expiration of the Term, or any earlier termination of this Lease,
Tenant shall surrender to Landlord the Lethat Tenant remove, in goodalterder andprepaments and
other additions that Landlord does not requirehat
reasonable wear and tear excepted.
g 2 gold -Oyu. Tenant shall have no right to occupy the Leased Premises or any portion
thereof after expiration of this Lease or Tenant's right under
possesTenansioneossession of the Leased ased Premises. In e
event Tenant or any per' claiming by , through or under Tenant, re p
rmination of this Lease, such possession = shall of titute
Premises after the expiration or earlier te
and be construed as a tenancy at will only, subject, however, to all of the terms, p
covenants and agreements of Tenant hereunder. Tenant or any such parry shall pay daa dlord. In,ae
rent for the entire period of any hold -over tenancy, One Hundred Dollars ($100) p y
event of such hold -over, Landlord may immediately exercise all remedies available to Landlord at
law or in equity to recover possession of the Leased Premises and for damages. Tenant shall be
liable to Landlord for any loss or damage Landlord may sustain by reason of Tenant's failure to
surrender possession of the Leased Premises
ansimon otftely upon the the Leased Premises oimmediatn or teely upon ation of h is
Lease. If Tenant shall fail to surrender posses
ll the obligations of
expiration or earlier termination of this Lea , Tenant
Tenant and all rights of Landlord ns the term ofgthis Lease ashall be equally applicable
apple
during such period of subsequent occupancy, whether or not a tenancy shall have been created as
aforesaid.
ARTICLE IX
Liens
9.1 Liens• At all times during the Term, Tenant shall keep the Land and the Leased
payable hereunder free and clear of all charges, liens, security
Premises and any rents or other sums
without limitation, all mechanic's and materialmen's liens.
interests and encumbrances, including,
ARTICLE X
10.1 . At all times during the Term, Tenant shall maintain at its own
expense the following types of insurance coverage:
(a) Property insurance covering all risks of physical loss or damage, extended
coverage, and earthquake, against loss, damage or destruction to the Leased Premises including
furniture, fixtures, equipment and° written oproperty eplaceled oment kept
cost bby Tenant on the Leased
Premises. Such insurance shall b
=ntract.mdsleas.doc
Page 5
(b) General liability insurance, in amounts of at least
$2,000,000 general aggregate
$1,000,000 Products/completed operations aggregate
$1,000,000 personal injury liability
$1,000,000 each occurrence, bodily injury and property damage
$ 10p,000 fire legal liability
$ 10,000 premises medical payments; and
(c) Automobile liability insurance, including hired and non -owned, in an amount
of at least $1,000,000 combined single limit for bodily injury and property damage.
(d) Workers' compensation insurance in at least the statutory minimum amount
and employer's liability insurance in an amount of at least $1,000,000, covering Tenant's -
employees.
(e) Business interruption insurance in an amount sufficient to cover such
exposure, with the right of Tenant to self -insure for the exposure with a full waiver of subrogation.
Tenant shall name Landlord as additional insured on such policies, and shall provide
Landlord with waiver of subrogation in favor of Landlord from the insurers under such policies and
certificates of insurance evidencing the coverages required herein.
ARTICLE YI
11.1 Total Taking. If the entire Leased Premises be taken under the power of eminent
domain or by purchase in place thereof (herein together called "Eminent Domain"), this lease shall
terminate as of the date possession is taken.
11.2 Partial Taking. If any portion of the Leased Premises shall be taken under the
power of eminent domain, and the remaining portion would not, in the reasonable judgment of
Tenant be adequate for the continued occupancy of the Leased Premises, either unrestored or
restored, or if Tenant deems such restoration to be impractical, Tenant may terminate this Lease
immediately by giving Notice thereof to Landlord within thirty (30) days after such taking. If this
Lease is not terminated pursuant to this Section 11.2, Landlord shall have no obligation to restore
the Leased Premises, and Tenant shall continue to pay rent in full and to utilize the Leased
Premises.
11.3 Damages. All damages awarded for any such taking under the power of eminent
domain shall be paid to Landlord, except damages; if any, specifically allocated by the condemning
authority, for fixtures and equipment of Tenant used in operation of the Leased Premises.
contnct.mdsleas.doc
Page 6
11.4 Rent. If Tenant elects to terminate this Lease as provided by this Article. Tenant
shall pay Rent upon to the date that possession is taken by the condemning authority, and Landlord
shall make a proportional refund to Tenant of any Rent paid by Tenant which is applicable to any
period after that date and not yet earned.
ARTICLE X11
12.1 ('acLalty to i ee c�mises.
(a) DsBnW=-
(i) "T eased Premises Partial Damage" shall mean damage or destruction to
the Leased Premises, the repair of which will cost no more than $5,000.00 as determined by
Landlord.
(ii) "i eased Premises Total Destruction" shall mean damage or destruction
to the Leased Premises, the repair of which will cost more than $5,000.00 as reasonably determined
by Landlord.
(iii) "Insured oss" shall mean damage or destruction to the Leased
Premises where full insurance proceeds are paid to Landlord.
(b) Partial Damage. If a Leased Premises Partial Damage occurs, then Landlord
shall repair such damage as soon as reasonable possibly and this Lease shall continue in full force
and effect. Landlord shall pay any deductibles payable in connection with such Loss.
(c) Total Destruction -Insured Loss. If a Leased Premises Total -Destruction that
is an Insured Loss occurs, either.parry may cancel this Lease by delivery of a Notice to the other
party within sixty (60) days of the occurrence of such event, effective as of the date of such Notice.
If neither parry cancels this Lease, then such Total Destruction shall be deemed a Leased Premises
Partial Damage and the repair of the Leased Premises shall be governed by the terms of Paragraph
12.1(b) above.
(d) Total Desmuction-iini cured Toss. If a Leased Premises Total Destruction
that is not an Insured Loss occurs, either party may cancel this Lease by delivery of a Notice to the
other parry within sixty (60) days of the occurrence of such event, effective as of the date of such
Notice. If neither parry cancels this Lease, then Landlord shall commence to repair such damage as
soon as reasonably possible thereafter at Landlord's expense, in which event this Lease shall
continue in full force and effect. In the event Landlord elects to give Notice of Landlord's intention
to terminate this Lease, Tenant shall have the right within ten (10) days after the receipt Of such
contract rndsleas.doc
Page 7
Notice to give written notice to Landlord of Tenant's commitment to pay for the repair of such
damage totally at Tenant's expense and without reimbursement from Landlord. Tenant shall provide
Landlord with the required funds or satisfactory assurance thereof within thirty (30) days following
Tenant's said commitment. In such event this Lease shall continue in full force and effect, and
Landlord shall proceed to make such repairs as soon as reasonably possible. If Tenant does not give
such Notice and provide the funds or assurance thereof within the times specified above, this Lease
shall terminate as of the date specified in Landlord's Notice of termination.
12.2 ehat..,.ment.
(a) In the event of damage where this Lease is not terminated, whether or not
Landlord or Tenant repairs or restores the Leased Premises, the Rent and other charges, if any,
payable by Tenant hereunder shall be abated in proportion to the degree to which Tenant's use of the
Leased Premises is impaired for the period during which such damage, its repair or the restoration
continues. Except for abatement of Rent and other charges, if any, as aforesaid, all other
obligations of Tenant hereunder shall be performed by Tenant with respect to the undamaged
portions of the Leased Premises. Tenant shall have no claim against Landlord for any damage
suffered by reason of any such repair or restoration, except for claims arising from a default by
Landlord in the performance of its repair and restoration obligations.
(b) If Landlord shall be obligated to or elects to repair or restore the Leased
Premises under the provisions of Section 12.1 and shall not commence the repair or restoration of
the Leased Premises within forty-five (45) days after such obligation shall accrue, or the repair and
restoration work is not completed within ninety (90) days of the date of the casualty, Tenant may, at
any time prior to the commencement or completion of such repair or restoration, as the case may be,
give Notice to Landlord and to any lenders of which Tenant has actual notice of Tenant's election to
terminate this Lease, effective as of the date of such Notice. "Commence" as used in this Paragraph
shall mean the beginning of the actual construction work on the Leased Premises.
12.3 Waiver of Statutory Rig . Landlord and Tenant agree that the terms of this Lease
shall govern the effect of any damage to or destruction of the Leased Premises with respect to the
termination of this Lease and hereby waive the provisions of any present or future statute (including
without limitation Sections 1931, 1932 and 1933 of the California Civil Code and any successor
statutes) to the extent inconsistent herewith.
ARTICLE XIII
13.1 Fvents of DeLUU. An event of default (an "Event of Default") shall occur under this
Lease if Tenant shall fail to perform any of the terms, conditions or covenants of this Lease to be
observed or performed by Tenant and such failure shall continue for more than thirty (30) days after
Landlord gives Tenant Notice thereof, unless such default is of a nature that it cannot practically be
contract. mdsleas. doc
Page 8
cured within such thirty (30) day period but can be cured within a reasonable time and Tenant is
proceeding with due diligence to cure such default, then at Landlord's option and without limiting
Landlord in the exercise of any other right or remedy Landlord may have in law or equity or
account of such default, and without any further demand or Notice, Landlord may exercise either of
the remedies set forth in Section 13.2.
13.2 Remedies .
em di s. Upon the occurrence of an Event of Default, then at Lan
Sedlord's option
and without limiting Landlord in the exercise of any other right or remedv Landlord may have in
law or equity on account of such default, and without any further demand or Notice, Landlord may
exercise either of the following remedies:
(a) Re-enter the Leased Premises with process of law, take possession thereof and
of all improvements, additions, alterations, equipment and fixtures thereon, and eject all parties in
possession thereof Landlord may, without terminating this Lease, relet the Leased Premises or any
part thereof for the accounts of Landlord or Tenant, receive and collect the rents therefor, applying
the rents first to the payment of such expenses as Landlord may have incurred in recovering
possession of the Leased Premises, including costs, expenses and reasonable attorneys fees, and for
placing the Leased Premises, in good order and condition o preparing s r alteringed the
Leased din
Premises for reletting, and all other expenses, commissionand
connection with reletting the Leased Premises, and then to the fulfillment of the covenants of
Tenant. Any such reletting may be for the remainder of the Term or for a longer or shorter period.
Landlord may execute any lease made pursuant to the terms hereof either in Landlord's name or in
the name of Tenant, as Landlord may see fit, and the subtenant therein shall be under no obligation
whatsoever for the application by Landlord of any rent collected by Landlord from such subtenant to
any and all sums, due and owing or which may become due and owing under the provisions of this
Lease. Tenant shall have no right or authority tocollect
ltheereof be retlet�Tenant shall paym such ttoln any La Landlord
e
and whether or not the Leased Premises or any p Tenant,
all Rent required to be paid bay to Land ord untito the lme of re-entry by the end of the Term. dlord. Thereafter, the equivalent of the amount
required by Landlord. shall pay
of all Rent, less the net proceeds of a reletting, if any, during the Term, after payment of the
expenses of Landlord. Such rent shall be due and payable of this Lease to recoverdfor installments any Rent by legal f
Rent, and Landlord need not wait until the termination
action or otherwise. Re-entry by Landlord shall not constitute an election to terminate this Lease
unless Landlord gives Tenant Notice of Landlord's election to terminate. Landlord shall not be
responsible or liable for any failure to relet the Leased Premises, or any part thereof, or for any
failure to collect any rent due upon such reletting; or
(b) Declare this Lease terminated, re-enter the Leased Premises with process of
law, eject all parties in possession thereof and repossess and enjoy the Leased Premises, and
Landlord shall thereupon be entitled to recover from Tenant the present value, at the time of such
termination, of the amount of Rent for the balance of the Term at an annual capitalization rate of
eight percent (8 %).
contract.mdsleas.doc
Page 9
13.3
r iv No Waiver: SpCeific Performance. The remedies of
y of
Landlord set forth in this Lease are in addition d if anynotto and exclusive
orvthreatened breach of Lease lbvd
which may be.permitted at law or inequity,
Tenant occurs, Landlord shall be entitled to enjoin such breach or threatened breach and shall have
the right to invoke any right and remedy allowed at law or in equity or by o o��an e
in
addition to rights set forth in this Lease. Tenant shall permit any re-entry
Landlord, and Landlord shall not be lblle into damn any one ors or yof trespassmor instances, upon because of
such re-entry. The failure of Landlord
strict
performance of any of the covenants of this Lease or to exercise any right or remedy contained
herein, shall not be construed as a waiver or a relinquishment for the future of such covenant or
of anv
option. A receipt by Landlord of any installment of Rent breach. No waiver by th knowledge of theeLandlord of any
covenant of this Lease shall not be deemed a waiver of such
provision of this Lease shall be deemed to have been made unless expressed in writing and signed by
Landlord. In addition to the other remedies contained in this Lease and by law provided, Landlord
shall be entitled to the restraint by injunction
decree compelling performance of anyatened of such covenviolatioantsf
any of the provisions of this Lease or t
conditions or provisions.
ARTICLE XW
14.1 RmgrAing• Landlord and Tenant each covenant to the other not to record, or cause
to be recorded, this Lease or any short form thereof.
14.2 Fstollnel Certiftates. Each party agrees at reasonable intervals and from time to
time upon not fewer than ten (10) days' prior written Notice by the other to execute, acknowledge
and deliver a statement in writing certifying (a) that this Lease is unmodified and in full force and
effect (or if there have been modifications, that this Lease is in full force and effect as modified and
stating the modifications), (b) the dates to which the installments of Rent have been paid in advance,
if any, and (c) stating whether or not, to the best knowledge of the signer of such certificate, the
other party is in default in performance of any covenant, agreement or condition contained in this
Lease and, if so, specifying each such default of which the signer may have knowledge. Each parry
acknowledges that any such statement delivered under this Lease may be relied upon by third
parties.
14.3 Right to Enter. Landlord shall have the right to enter the Leased Premises (a) at
reasonable hours upon prior reasonable Notice to Tenant (verbal or written) for any purpose
permitted or required by this Lease; or (b) at any time that an emergency exists, to examine the
Leased Premises or to make such repairs and alterations as shall be reasonably necessary for the
safety and preservation of the Leased Premises.
contract.mdsleas.doc
Page 10
14.4 roVerning 1,2W. This Lease shall be construed and applied in accordance with the
laws of the State of California.
14.5 Severability. Any provision or provisions of this Lease which shall prove to be
invalid, void, or illegal shall in no way affect or impair or invalidate any other provision, and the
remaining provisions shall remain in full force and effect.
14.6 Head . The headings of the various Articles and Sections of this Lease are
inserted for reference only and shall not to any extent have the effect of modifying, amending or
changing the express terms and provisions of this Lease.
14.7 IYD.ti=. All notices, demands, elections, deliveries and other communications
between Landlord and Tenant required or desired to be given in connection with this Lease
("Notices"), to be effective hereunder, shall, except as otherwise expressly provided In this Lease,
be in writing, and shall be deemed to be given and received (a) when delivered personally; or (b)
two (2) days after being deposited with a national overnight courier service (e.g., Federal Express)
or with the United States Postal Service as certified mail, return receiptrequested, in either event
with all charges or postage prepaid and addressed as follows:
If to Landlord,
Xochimilco Properties, Inc.
56-140 PGA Boulevard
La Quinta, California 92253
Attention: Legal Dept. Compliance Officer
And if to Tenant,
MDS Consulting
17320 Redhill Avenue, Suite 350
Irvine, CA 92714-5644
Attention: Stan Morse
Either Landlord or Tenant may from time to time designate another address for the receipt of
future Notices by a Notice given as provided in this Section 14.7 to the other parry at the address set
forth in, or as last provided by such other parry in accordance with, this Section 14.7.
14.8 Amendments and Waivers. Neither this Lease nor any term or provision hereof
may be changed, waived, or discharged orally, but only by an instrument in writing signed by the
party against which the enforcement of the change, waiver, or discharge is sought and only after
giving effect to .provisions of Section 14.1.
contrammdsleas.dcc
Page 11
14.9 S1'rroccnrc and ASs1—Qns. Notwithstanding anything contained herein to the contran*.
this Lease shall be binding upon and inure to the benefit, as the case may require, of the parties
hereto and their respective heirs, executors, administrators, successors and assigns.
14.10 Subord.— i—• This Lease shall be subject and subordinate at all times to the lien of
any mortgage or deed of trust, which may now or at any time hereafter be a lien upon the Land.
Tenant shall execute and deliver such further instrument or instruments subordinating this Lease to
the lien of any such mortgage or deed of trust as shall be reasonably requested by any mortgagee or
parry secured or proposed mortgagee or party proposed to be secured. tshall morn osureto ysale
successor to Landlord by foreclosure or deed in lieu thereof or to any purchaser
of the Leased Premises.
14.11 Sccignment of Landlord's Interest. If Landlord should ever assign this Lease or the
rents hereunder to a creditor as security for a debt, Tenant shall, after Notice of such assignment and
sums thereafter becoming due Landlord hereunder
upon demand by Landlord or the assignee, pay all
to the assignee and give all Notices required to be given Landlord hereunder both to Landlord and
the assignee. Landlord may assign this Lease, by direct assignment or merger, to an affiliate of
Landlord without the approval of Tenant. Landlord shall also have the right to make a collateral
assignment of this Lease to its lender without the approval of Tenant.
14.12 Transfer by Landlord. If Landlord sells, leases or in any manner transfers title to
the Leased Premises, including foreclosure sale by judicial proceeding or otherwise, the Landlord
shall be relieved of all covenants and obligations arising hereunder after the date of such sale, lease
or other transfer, provided that such transferee shall agree, in a writing delivered to Tenant. to
assume all covenants and obligations of the Landlord hereunder. Tenant agrees that it will attorn to
such transferee upon the satisfaction of such conditions. and Tenant shall continue to perform all of
the terms, covenants, conditions, and obligations of this Lease.
14.13 Rule,; and 1~t=112tions. Landlord shall have the right, from time to time, to issue
reasonable rules and regulations regarding the use of the Leased Premises. When so issued, such
rules and regulations shall be considered a part of this Lease. Landlord shall not be liable to Tenant
in the violation of any rules and regulations or the breach of any covenant or condition in any lease
by any other tenant of the Land.
14.14 Fntire Agreement. This Lease contains the entire agreement of the parties with
regard to the matters set forth herein. Any other agreements, promises or representations, oral or
ith respect to such matters are hereby superseded and merged
written, between the parties winto this
Lease.
14.15 Time of Essence. Time is of the essence of this Lease.
14.16 FYecLtion of Counterparts. This Lease may be executed in several counterparts,
each of which shall be an original but all of which shall constitute one and the same instrument.
contract. mdsleas. doc
Page 12
14.17 Relationchin Between the Parties. Notwithstanding the existence of other
relationships between the parties to this Lease, this Lease only controls the relationship between
Landlord, as landlord under this Lease, and Tenant, as tenant under this Lease.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed to
be effective as of the date first written above.
XOCH MII.CO PROPERTIES, INC.,
a Delaware corporation
By:
Lic iter
Exec 've Vice President
MDS CONSULTING, a California corporation
In
Title:
contrecLmdsteas.doc
Page 13
EXHIBIT "H"
FORM OF ENDORSEMENT RE PGA AGREEMENTS
[SEE ATTACHED]
6li736.1 005/2 EXHIBIT "H" - Page 1
270736.14 a0i/20/02
EXHIBIT "H"
ENDORSEMENT
ATTACHED TO POLICY NO. SAMPLE
ISSUED BY
FIDELITY NATIONAL TITLE INSURANCE COMPANY
THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS, DAMAGES, AND
CLAIMS INCLUDING, WITHOUT LIMITATION, COSTS, ATTORNEYS' FEES AND
EXPENSES, WHICH SAID INSURED SHALL SUSTAIN AS A RESULT OF THE
ENFORCEMENT OR ATTEMPTED ENFORCEMENT OF THE PROVISIONS OF (1) THAT
CERTAIN UNRECORDED AGREEMENT BY AND BETWEEN THE PROFESSIONAL
GOLFERS' ASSOCIATION (PGA) AND LML DEVELOPMENT CORP. OF CALIFORNIA,
PREDECESSOR IN INTEREST TO KSL LAND HOLDINGS, INC., A DELAWARE
CORPORATION (KSL), AND (2) THAT CERTAIN UNRECORDED AGREEMENT BY AND
BETWEEN PGA TOUR, INC. (PGA TOUR) AND LANDMARK LAND COMPANY OF
CALIFORNIA, INC., PREDECESSOR IN INTEREST TO KSL, AS DESCRIBED IN
SCHEDULE ONE ATTACHED HERETO AND MADE A PART HEREOF, INCLUDING BUT
NOT LIMITED TO ANY RIGHTS OF FIRST REFUSAL, SUCCESSOR LIABILITY FOR
RESIDENTIAL SALES FEES DUE TO PGA AND/OR PGA TOUR OR THEIR SUCCESSORS
IN INTEREST, RIGHTS OF USE, MEMBERSHIP AND PLAY DISCOUNTS, AND/OR
RIGHTS IN AND TO GOLF FACILITES CONSTRUCTED OR TO BE CONSTRUCTED ON
THE SUBJECT PROPERTY.
THE TOTAL LIABILITY OF THE COMPANY UNDER SAID POLICY AND ANY
ENDORSEMENTS THEREIN SHALL NOT EXCEED, IN THE AGGREGATE, THE FACE
AMOUNT OF SAID POLICY AND COSTS WHICH THE COMPANY IS OBLIGATED
UNDER THE CONDITIONS AND STIPULATIONS THEREOF TO PAY.
THIS ENDORSEMENT IS MADE A PART OF SAID POLICY AND IS SUBJECT TO THE
SCHEDULES, CONDITIONS AND STIPULATIONS THEREIN, EXCEPT AS MODIFIED BY
THE PROVISIONS HEREOF.
DATED: SAMPLE
FIDELITY NATIONAL TITLE INSURANCE COMPANY
AUTHORIZED SIGNATURE
ALTA OR CLTA - SPECIAL
EXHIBIT "H"
SCHEDULE ONE
1. Agreement dated March 5, 1984 by and between The Professional Golfers'
Association of America and LML Development Corp. of California, as modified by that certain
letter agreement dated May 28, 1993 by and among Landmark Land Company of California, Inc.
(successor in interest to LML Development Corp. of California), Resolution Trust Corporation,
as conservator for Oak Tree Federal Savings Bank, and The PGA Professional Golfers'
Association of America.
2. Agreement dated January 10, 1985 by and between PGA Tour, Inc. and Landmark
Land Company of California, Inc., as modified by that certain letter agreement dated May 28,
1993 by and among Landmark Land Company of California, Inc., Resolution Trust Corporation,
as conservator for Oak Tree Federal Savings Bank, and PGA Tour, Inc.
P.O. Box 1504
78-495 CALLE TAMPICO
LA QUINTA, CALIFORNIA 92253
May 22, 2002
KSL Land Holdings, Inc.
50-905 Avenida Bermudas
La Quinta, California 92253
Attention: Mr. Chevis Hosea
and Legal Department
(760) 7 7 7 - 7 0 0 0
FAX (760) 777-7101
Re: BUYER'S EXERCISE NOTICE: Option Agreement dated April 29, 2002 (the
"Option Agreement"), by and between KSL Land Holdings, Inc., a Delaware
corporation ("Seller") and the La Quinta Redevelopment Agency, a public body
and corporate politic ('Buyer") regarding real property commonly referred to as
"The Ranch" (the "Property")
Dear Mr. Hosea:
Pursuant to Section 5 of the Option Agreement, Buyer hereby exercises its option to
purchase the Property. All capitalized terms not defined herein shall have the meaning set forth
in the Option Agreement.
Pursuant to Section 5 of the Option Agreement, I have enclosed three (3) duplicate
original counterparts of that certain Agreement of Purchase and Sale and Joint Escrow
Instructions dated of even date herewith (the "Purchase Agreement"), executed by Buyer.
Additionally, pursuant to Section 5 of the Option Agreement, Buyer has deposited the Additional
Deposit with Escrow Holder.
Please cause the enclosed three (3) duplicate original counterparts of the Purchase
Agreement to be executed by Seller within three (3) business days of the date hereof and deposit
one (1) fully executed counterpart of the Purchase Agreement with Escrow Holder and deliver
one (1) fully executed counterpart of the Purchase Agreement to Buyer at the following address:
La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
Attention: Mr. Mark Weiss
615/015610-0048
286441.01 PM02
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attention: M. Kathleen Jenson, Esq.
Very truly yours,
LA QUINTA REDEVELOPMENT
AGENCY, as public body, corporate and politic
By: L-th- { ��
Name:
"Buyer"
cc: Ms. Lisa Conlin (via fax: (909) 637-1935)
Richard Deihl, Esq. (via fax:
M. Katherine Jenson, Esq.
Dan Slater, Esq.
Bill Marticorena, Esq.
Deja Hemingway, Esq.
615/015610-0048
286441.01 PM02 -2-
Shining Brighter Than
P.O. Box 1504
78-495 CALLE TAMPICO
LA QUINTA, CALIFORNIA 92253
Minute Action of the La Quinta Redevelopment Agency
(760) 7 7 7 - 7 0 0 0
FAX (760) 777-7101
Date:
May 21, 2002
To:
KSL Land Holdings, Inc
Meeting Date:
May 15, 2002
ITEM No:
Public Hearing #2
Title:
Joint Public Hearing Between the City Council and the Redevelopment
Agency Regarding Purchase of Property Commonly Known as "The Ranch"
to Consider the Following Actions: 1) Certification by the Redevelopment
Agency of a Mitigated Negative
Declaration of Environmental Impact for
Environmental assessment 2002-435
(State Clearinghouse No 1999081020)
Regarding an Agreement to Purchase
and Sale and Joint Escrow Instructions:
2) Consideration by the Redevelopment
Agency to Exercise the Option
Contained in the 0 tip on Agreement
Revision to Exhibit "B" to the Option
Agreement and to Enter Into the
Agreement to Purchase and Sale and Joint
Escrow Instructions by and between the La Quinta Redevelopment Agency
and KSL Land Holdings Inc Regarding
Purchase of the 525 Acre Property
Known as The Ranch Located Generally
North of Avenue 54, West of
Jefferson Street South of Avenue
52 and East of the Coral Mountains: and
3) Consideration by the City Council
and the Redevelopment Agency Board
to Adopt Resolutions Making Findings Pursuant to Health and Safety Code
Section 33445 and Consent/Appropriation
of Funding.
It was duly moved by Agency Member Sniff, seconded by Agency Member Adolph
to Adopt Resolution No. RA 2002-09 , Certifying a mitigated negative declaration of
environmental impact for environmental assessment 2002-435 (State Clearing House No.
1999081010)
The motion carried by the following vote:
AYES: 5 Agency Members Adolph, Perkins, Sniff, Pena, Chairperson
Henderson
NOES: 0 None
ABSENT 0 None
It was duly moved by Agency Member Pena, seconded by Agency Member Sniff to Adopt
Resolution No. RA 2002-10, making certain findings pursuant to Health and Safety Code
Section 33445(a), authorizing execution of the option contained in the Option Agreement,
revision to Exhibit "B" of the Option Agreement, revision to Exhibit "B" of the Option
Agreement, and entering into the Agreement of Purchase and Sale and Joint Escrow
Instructions.
Certified Minute Order
Public Hearing #2 - May 15, 2002
Page 2
The motion carried by the following vote:
AYES: 5 Agency Members Adolph, Perkins, Sniff, Pena, Chairperson
Henderson
NOES: 0 None
ABSENT 0 None
It was duly moved by Agency Member Pena, seconded by Agency Member Sniff to
appropriate $43.5 million from the Project Area No. 1 bond fund to underwrite the
obligations the Agency will incur pursuant to the Option Agreement and the Agreement of
Purchase and Sale and Joint Escrow Instructions.
The motion carried by the following vote:
AYES: 5 Agency Members Adolph, Perkins, Sniff, Pena, Chairperson
Henderson
NOES: 0 None
ABSENT None
STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) §
CITY OF LA QUINTA )
I, June S. Greek, City Clerk of the City of La Quinta hereby certify, under penalty of
perjury, that the foregoing is a true and correct excerpt from the minutes of the action
taken by the La Quinta City Council at a meeting held Tuesday, August 21, 2001.
June S. Greek, CMC
City Clerk
[SEAL]
0Fidelity National Title Company
La Quinta Redevelopment Agency
Attn: Mark Weiss
78-495 Calle Tampico
La Quinta, CA 92253
Dear Mr. Weiss:
MAY 2 4 to* L
CO -
DATE: May 23, 2002
ESCROW NO: 140678-LRC
PROPERTY ADDRESS:
THE RANCH, La Quinta, CA
In connection with the above -referenced escrow, enclosed herewith please find the following:
Certified copy of fully executed page (16) of the OPTION AGREEMENT dated as of April 29, 2002.
Please insert into your original copy of same.
V. Fully executed ORIGINAL of the AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS dated as of May 22, 2002.
Should you have any questions or need anything additional at this time, please do not hesitate to
contact us at the number noted herein.
Sincerely,
a a elix, Assistant
Lisa R. Conlin, Vice President
Escrow Manager
/bf
Enclosure(s)
Via: California Overnight
7344 Magnolia Avenue, Suite 275 0 Riverside, CA 92504 0 (800) 940-7794 0 FAX (909) 637-1935
r TANL
CKER
F_
ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD, FOURTEENTH FLOOR
COSTA MESA, CALIFORNIA 92626-1931
DIRECT ALL MAIL TO: POST OFFICE BOX 1950
COSTA MESA, CALIFORNIA 92628-1950
TELEPHONE 714-641-5100 FACSIMILE 714-546-9035
INTERNET ADDRESS www.rutan.com
Direct Dial: (714) 641-3413
E-mail: kjenson@rutan.com
Barbara Larsh
Manager of Real Estate Contracts.
KSL Desert Reports, Inc.
49-499 Eisenhower Drive
Post Office Box 69
La Quinta, CA 92253
JAMES R. MOORE•
PAUL FREDERIC MARK
RICHARD A. CURNUTT
IOHN B. HURLBUT. JR.
MICHAEL W. IMMELL
MILFORD W. DAHL. IR.
THEODORE 1. WALLACE, IR.•
JOSEPH D. CARRUTH
RICHARD P. SIMS
JAMES B. O'NEAL
ROBERT C. BRAUN
THOMAS S. SALINGER•
DAVID C. LARSEN'
CLIFFORD E. FRIEDEN
MICHAEL D. RUBIN
IRA G. RIVIN'
JEFFREY M. ODERMAN•
STAN WOLCOTT
ROBERT S. BOWER
MARCIA A. FORSYTH
WILLIAM M. MARTICORENA
JAMES L. MORRIS
MICHAEL T. HORNAK
PHILIP D. KOHN
JOEL D. KUPERBERG
STEVEN A. NICHOLS
A.W. RUTAN (1BB0.19731 LAMES B. TUCKER. SR. (11158.1950)
THOMAS G. BROCKINGTON
EVRIDIKI(VICKII DALLAS
RANDALL M. BABBUSH
WRY M. GREEN
GREGG AMBER
MICHAEL F. SITZER
THOMAS J. CRANE
MARK B. FRAZIER
PENELOPE PARMES
M. KATHERINE )ENSON
DUKE F. WAHLQUIST
RICHARD G. MONTEVIDEO
LORI SARNER SMITH
ERNEST W. KLATTE, III
KIM D. THOMPSON
JAYNE TAYLOR KACER
DAVID B. CO GROVE
MANS VAN LIGTEN
STEPHEN A. ELLIS
JEFFREY WERTHEIMER
ROBERT O. OWEN
ADAM N. VOLKERT
JEFFREY A. GOLDFARB
F. KEVIN BRAZIL
LAYNE H. MELZER
L. SKI HARRISON
August 29, 2002
Re: The Ranch Additional Agreement Addendum
Dear Ms. Larsh:
LARRY A. CERUTTI
CAROL D. CRRTY
PATRICK D. MCCALLA
RICHARD K. HOWELL
JAMES S. WEISZ-
DAVID H. HOCHNER
A. PATRICK MUNOZ
ROBERT D. FISH
S. DANIEL HARBOTTLE
PAUL I. SIEVERS
IOSEPH L. MAGA, tll
KRAIG C. KILGER
KENT M. CLAYTON
STEVEN 1. GOON
DOUGLAS J. DENNINGTON
MARTIN W. TAYLOR
DAN SLATER
MARK I. PAYNE
MARK BUDENSIEK
TREG A. JULANDER
TODD O. LITFIN
KERRA S. CARLSON
CRISTY LOMENZO PARKER
JEFFREY T. MELCHING
DAVID J. ZOETEWEY
MARLENE P050URGENSEN
APRIL LEE WALTER
KAREN ELIZABETH WALTER
NATALIE SIBBALD DUNDAS
JOHN W. HAMILTON. JR.
JOHN A. RAMIREZ
PHILIP J. BLANCHARD
TERENCE I. GALLAGHER
DEIA M. HEMINGWAY
DEMISE L. MESTER
W. ANDREW MOORE
CHARLES A. DAVENPORT, III
RICHARD D. ARKO
MARK M. MALOVOS
NIKKI NGUYEN
SANDRA P. THOMPSON
IENNIFER S. ANDERSON
I OHN T. BRADLEY
ALLISON LEMOINE•BUI
KAREN L. KEATING
T. LAN NGUYEN
USA NICHOLAS NEAL
MARK 1. AUSTIN
TRACEY M. QUACH
ROBERT H. MARCEREAU
STEVEN W. BURT
NOAM I. DUZMAN `
MITCH MILSTHN
ANDREW E. AINSWORTH
SETH 1. HANSON
ALEJANDRO S. ANGULO
ANTHONY L. BEAUMON
CHAD W. FIRETAG
ARON O. HANSEN
MARC LUESEBRINK
DAMON D. MIRCHEFF
LONA LAYMON
CATHERINE M.OH
CARISSA K. PEREZ
POORNIMA JAYAPRAKASH
OF COUNSEL:
LEONARD A. HAMPEL
EDWARD D. SYBESMA, JR.
SENATOR DICK ACKERMAN
DAVID J. GARIBALDI, III
WILLIAM 1. CAPLAN
MARTIN FESSENMAIER••
•A PROFESSIONAL CORPORATION
-PATENT AGENT
D �C����
3NO
%E
CITY Of LA QUINTA
CITY MANAGER'S DEPL
Pursuant to your request, enclosed you will find the fully executed original Addendum to
Additional Agreement for the above -referenced matter.
me.
Should you have any questions regarding the foregoing, please do not hesitate to contact
Very truly yours,
RUTAN & TUCKER, LLP
M. Kat er ne Jenson
MKJ:ly
Enclosure
cc: Mark Weiss (w/ duplicate fully executed original)
Deja Hemingway (w/ copy of fully executed original)
Rick Deihl (w/ copy of fully executed original)
119/015610-0048
315837.01 a08/29/02
ORIGiINA:.
ADDENDUM TO ADDITIONAL AGREEMENT
THIS ADDENDUM TO ADDITIONAL AGREEMENT ("Addendum") is made and entered
into this 271h day of June, 2002, by and among LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic ("Agency"), KSL LAND HOLDINGS, INC., a Delaware
corporation ("KSL"), and KSL DESERT RESORTS, INC., a Delaware corporation ("Desert
Resorts").
A. Agency, KSL, and Desert Resorts entered into that certain Additional Agreement,
with the Reference Date of April 29, 2002.
B. Pursuant to Section 2 of the Additional Agreement, any of the parties may cause
the execution of this Addendum to confirm the date of recordation of the Grant Deed as referred
to therein. _
C. The parties hereby confirm that the date of recordation of the Grant Deed as
referred to in Section 2 of the Additional Agreement is June 27, 2002.
D. This Addendum may be executed in counterparts, each of which, when all parties
hereto have signed this Addendum, shall constitute an original.
In witness whereof the parties have executed this Addendum as of the date first above written.
"KSL
KSL L HOLDIN , INC.
Printed e:
Its:
PHESIDENT
KSL DESERT RESORT C..
0nnted
4Nam?e:LARRY El LIB t -
Its:
[SIGNATURES CONTINUED ON THE NEXT PAGE.]
615/015610-0048
310197.01 a08/08/02
.i
[SIGNATURES CONTINUED FROM THE PREVIOUS PAGE.]
"AGENCY"
LA QUINTA REDEVELOPMENT
AGENCY
B
Thomas Genovese, Executive Director
ATTEST:
�!7 A KXCY
Secretary 67
APPROVED AS TO FORM:
RUTAN & YUCKER, LLP
A enc Counsel
' 7L
615/015610-0048
310197.01 a08/08/02 —2—
ADDITIONAL AGREEMENT
This ADDITIONAL AGREEMENT ("Agreement") is made and entered into as of April
29, 2002 ("Reference Date"), by and among (1) LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic ("Agency"), (2) KSL LAND HOLDINGS, INC., a Delaware
corporation ("KSL"), and (3) KSL DESERT RESORTS, INC., a Delaware corporation ("Desert
Resorts")..
RECITALS
A. Desert Resorts, an affiliate of KSL, owns and operates the La Quinta Resort & Club,
a resort hotel in the City of La Quinta ("La Quinta Resort"). KSL and Desert Resorts are sometimes
referred to herein collectively as the "Benefited Parties."
B. Concurrently with the execution of this Agreement, Agency and KSL have also
entered into that certain Option Agreement ("Option Agreement' pertaining to Agency's potential
acquisition from KSL of approximately 525 acres of land and improvements thereon (the "Site").
The Site is legally described in Exhibit "A" hereto.
C. If the Agency exercises the option pursuant to the Option Agreement, the parties
thereafter intend to enter into the Agreement of Purchase and Sale Agreement and Joint Escrow
Instructions attached as Exhibit "B" to the Option Agreement (the "Purchase Agreement.
D. Agency acknowledges that if it acquires the Site pursuant to the Purchase Agreement,
it contemplates as of the Reference Date that it may, but is not obligated to, undertake, participate in,
financially assist, cause, or facilitate the development on the Site with uses that may include, but not
be limited to, one or more publicly owned golf courses (the "Public Golf Course(s)"), hotel(s),
motel(s), or other commercial uses which may include one or more "condo -hotels" (as that term is
defined in Section 1.2 hereinbelow), and/or Agency- or City -owned meeting spaces or conference
facilities (as described in Section 1.3 hereinbelow).
E. The parties desire in this Agreement to set forth their mutual understanding
concerning Desert _Resort's equal opportunity to (i) have access to "golf packages" offered by the
Public Golf Course(s) for the guests of the La Quinta Resort, and (ii) to have the ability to compete
to .be the initial manager of the Condo-Hotel(s), and (iii) have access to use the public meeting
spaces or conference facilities, all of the foregoing in accordance with the terms of this Agreement.
AGREEMENT
In consideration of the foregoing Recitals and the covenants and promises hereinafter
contained, and for good and valuable consideration, the receipt and sufficiency is hereby
acknowledged, the parties hereto agree as follows:
3941015610-0048
268916.10 a04/26/02
1. Golf Packages; Condo -Hotel Management• Civic Meeting Facilities
1.1 If the Public Golf Course(s) is/are developed on the Site, Agency agrees that it shall
cause, subject to applicable law and any restrictions or limitations reasonably required for bond or
other financing for acquisition and development of the Public Golf Courses, the manager of the Golf
Course(s) to offer to DesertResorts for the guests of the La Quinta Resort "golf packages" that are
similar to golf packages that are offered to any other hotel, motel, travel lodge, or resort. As used
herein the term "golf packages" means a program or programs of discounted rates and/or preferred
tee times, but shall specifically exclude any special or discounted rates or services or preferred tee
times made available to individuals who are residents of the City of La Quinta, for their personal -use
and consumption in accordance with the rules and regulations of such program or programs.
1.2 Agency agrees to cause the owner(s) of any Condo-Hotel(s) (as that term is defined
below) that is/are developed on the Site to provide to Desert Resort an opportunity to compete, along
with any other firms or entities which may be under consideration, to become the initial manager of
such Condo -Hotel, only if such owner(s), including by or through a condominium association or
timeshare association, engage outside management to manage their Condo -Hotel, and only if and to
the extent such requirement placed by Agency on such owner(s), or the implementation of that
requirement, is permitted by applicable law or regulation or by any or rule or opinion from an
applicable regulatory body with jurisdiction, including but not limited to the California Department
of Real Estate or California Department of Corporations. As used in this Section 1.2, the term
"Condo-Hotel(s)" means one or more developments that is/are a fractional or time-share
condominium project in which owners of units are limited to occupancy for a specified number of
days per year and which may but is not required to contain units with multiple "lock -offs" or "keys"
(i.e., units with two or more dwelling areas that can be used as bedrooms which may be separately
accessed by key and which are rented on a "per night" basis).
1.3 If Agency -owned or City -owned meeting spaces or conference facilities are
developed on the Site which are generally available for public use, Agency agrees that it shall cause,
subject to applicable law and any restrictions or limitations reasonably required for bond or other
financing for acquisition and development of the meeting spaces or conference facilities, the
operator of such spaces/facilities to permit the La Quinta Resort to have access to use such
spaces/facilities on the same basis and subject to the same rules, regulations, and pricing as any other
private commercial user in the City.
2. Condition Precedent. This Agreement shall not be effective unless and until the escrow
described in the Purchase Agreement has closed with fee title to the Property having been conveyed
to the Agency in accordance with the terms of the Purchase Agreement by recordation, in the official
records of Riverside County, of the grant deed in the form attached as an exhibit to the Purchase
Agreement ("Grant Deed"). If the Grant Deed is recorded, (i) the date of recordation of the Grant
Deed shall be the "Effective Date" of this Agreement, and (ii) any party hereto shall be permitted to
prepare and sign, and require the other parties to sign, an Addendum to this Agreement in the form
of Exhibit `B" hereto and incorporated herein, that confirms the date of recordation of the Grant
Deed.
3941015610-0048 268916.10 a0412§102 2
3. Expiration of Agreement.
3.1 Notwithstanding anything in this Agreement, the Option Agreement, -the Purchase
Agreement, or -any other agreement, to the contrary, should this Agreement become effective
pursuant to Section 2 above, this Agreement and all of its terms, provisions, rights, and obligations
shall automatically expire without notice, and shall be of no force or effect, as of the earlier of (i) the
"Automatic Outside Expiration Date" (as defined below) or (ii) the "Automatic Earlier Expiration
Date" (as defined below). As used herein:
(1) the term Automatic Outside Expiration Date means the date that is seven (7) years
from the Effective Date, and
(2) the term Automatic Earlier Expiration Date means the date prior to the Automatic
Outside Expiration Date that any of the events set forth in the following clauses (a) or (b) first _
occurs: (a) either Benefited Party sells, transfers, or assigns, one or more times and from time to
time, in the aggregate, a controlling interest in said Benefited Party to an unrelated third party; or (b)
either Benefited Party sells, transfers, or assigns fee title to the real property upon which the La
Quinta Resort is situated to. an unrelated third party. Additionally, as used in this clause (2), the term
(A) an "unrelated third party" means a person, firm, or entity, including but not limited to a sole
proprietorship, general or limited partnership, limited liability company, or corporation, whose
controlling or managing general partner(s), managing member, or majority shareholder(s) are not the
principals who own the majority of shares of that Benefited Party as of the Reference Date of this
Agreement; and (B) a "controlling interest" shall mean an ownership (or other equitable interest). in
an entity which, in the aggregate, gives the owner (or holder of the equitable interest) thereof the
right to control the management or policies of that entity.
3.2 If either Benefited Party makes a sale, transfer, or assignment as set forth in Section
3.1(2) above, that Benefited Party shall immediately provide written notice to Agency of that
transfer or assignment:
3.3 Upon the expiration or termination of this Agreement, KSL and Desert Resorts, at the
written request of Agency, shall sign and deliver a quitclaim deed in a form reasonably required by a
reputable title company, releasing all rights and interests in and to this Agreement.
4. Representation and Warranty Concerning No Recordation. Each party hereto represents and
warrants to the other that it shall not record this Agreement.
5. No Reliance on Other Agreements. No party hereto nor any agents nor any related entities
have made any statement or representation to any other. party regarding any fact relied upon in
entering into this Agreement, and each party expressly states it does not rely upon any statement,
representation or promise of any other party or any party's agent or related entities in executing this
Agreement, except as is expressly stated in this Agreement. Each party to this Agreement has made
such investigation of the facts and law pertaining to this Agreement, and of all other matters
pertaining thereto, as it deems necessary, and has consulted with legal counsel concerning these
matters and all of the terms of this Agreement, or has knowingly and voluntarily waived its right
consult legal counsel 'of its choice concerning this Agreement of the terms hereof.
394/015610-0048
268916.10 a04126/02
6. Severability. In the event any term, covenant, condition, or provision of this Agreement shall
be held by a court of competent jurisdiction to be invalid, the remaining provisions shall continue in
full force and effect.
7. Amendment; Waiver. This Agreement may be amended, only by written instrument
approved and signed by all of the parties hereto. The waiver by one party of the performance by any
other party of any provision of this Agreement shall not invalidate this Agreement, nor shall it be
considered as a waiver of any subsequent breach of the same or other provisions of this Agreement.
Any waiver provided by KSL or Desert Resorts shall be deemed a waiver provided'by both KSL and
Desert Resorts.
8. Default: Remedies. If any party hereto fails to timely perform any term or provision of this
Agreement which it is obligated to perform, such party shall be in default of this Agreement;
provided, however, the party shall not be deemed to be in default if (i) such party cures, corrects, or
remedies such default within thirty (30) days after receipt of written notice from either of the other
parties specifying such failure, or (ii) for such defaults that cannot reasonably be cured, corrected, or
remedied within thirty (30) days, if such party commences to cure, correct, or remedy such failure
within thirty (30) days after receipt of written notice specifying such failure and thereafter diligently
prosecutes such cure, correction, or remedy to completion. If a default of a party or its respective
successors or assigns, if applicable, is not timely cured, corrected, or remedied, the remedy for an
uncured default by the defaulting party or its respective successors or assigns, if applicable,
notwithstanding anything in this Agreement to the contrary, shall be limited to equitable remedies
subject to, and to the extent permitted by, California law. In no event shall there be any entitlement,
under this Agreement, to recover damages from any defaulting party and its respective successors or
assigns for a default of this Agreement, and such limitation shall specifically preclude all the parties
to this Agreement or 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.
9. Attorney's Fees; Litigation Matters. In any action between or among the parties hereto
concerning this Agreement, the prevailing party in the action shall be entitled to recover its costs and
expenses including without limitation, litigation costs, expert witness fees, .court costs, and
attorney's fees as specified by the court, in addition to whatever other relief the court may grant.
Any litigation between the parties hereto concerning this Agreement shall be filed and maintained in
the Superior Court of the State of California in and for the County of Riverside Ior in such other
appropriate court in said county. Service of process on KSL and Desert Resorts shall be made in any
manner permitted by California law and shall be effective whether served inside or outside
California. Service of process on Agency shall be made in accordance with California law.
10. Governing Law. The rights and obligations of the parties hereto shall be construed and
enforced in accordance with, and governed by, the internal laws of the State of California without
regard to any applicable conflicts of law principles.
11. No Third Party Beneficiaries. No person or entity shall be a third party beneficiary, express
or implied, of the terms of this Agreement.
3941015610-0048 4
268916.10 a04/26/02
12. Notices. All notices and communications between the parties hereto required under this
Agreement or by law shall be (i) personally delivered, (ii) delivered by reputable same -day or
overnight courier service, by facsimile transmission, provided the original is delivered by one of the
other means approved herein, or (iii) sent by United States mail, prepaid, certified, . return receipt
requested. All notices personally delivered, delivered by courier, or by fax (in accordance with the
terms hereof) shall be deemed effective upon receipt; mailed notices - shall be deemed effective at
Noon on the third business day following dispatch. A "business day" as used herein shall mean any
day that is not a Saturday, Sunday, or any other day that La Quinta City Hall is closed to the public.
Notices delivered by Agency to KSL or Desert Resorts shall be deemed notice delivered to both
KSL and Desert Resorts. Notice shall be directed as follows (a party hereto may change the
addresses by notice to the other party in accordance herewith):
If to KSL and/or Desert Resorts: KSL Land Holdings
50-905 Avenida Bermudas
La Quinta, CA 92253
Attn: Mr. Chevis Hosea
Fax: (760) 564-8190
With copy to: KSL Land Holdings
50-905 Avenida Bermudas
La Quinta, CA 92253
Attn: Legal Dept.
Fax: (760) 564-8003
If to the Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
Fax: (760) 777- 7101
With copy to: Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
Attn: M. Katherine Jenson, Esq.
Fax: (714) 546-9035
13. Nonliability of Agency Officers. The officers, officials, members, employees, agents, and
representatives of the Agency shall not be personally liable for any default or damages arising out of
this Agreement.
14. Entire Agreement. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all previous negotiations, agreements, and
understandings, oral or written, between the parties, and no party has relied upon any warranty or
representation not contained in this Agreement.
394/015610-0048
268916.10 a04/26/02
15. Successors and Assigns. During the term of this Agreement, the terms and conditions of this
Agreement shall be binding on the successors and assigns of the Agency. During the term of this
Agreement, the terms and conditions of this Agreement shall be binding on the successors and
assigns 'of KSL and Desert Resorts, provided that any such assignment has not triggered the
Automatic Earlier Expiration Date as set forth in Section 3.1(2) above.
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and, when taken together with other signed counterparts, shall constitute one
Agreement, which shall be binding upon and effective as to all the parties hereto.
[end — signature page follows]
394/015610-0048 6
268916.10 a04/26/02
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Reference Date set forth hereinabove.
"KSL
KSL LAND HOLDINGS, INC.
B:
Printed Name:
Its:
`DESERT RESORTS"
By:
Printed Name:
Its:
"AGENCY"
LA QUINTA REDEVELOPME AGENCY
By:
Thomas Genovese
Executive Director
ATTEST:"
�A enc�z. g y Sec eta ry
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
M, - , /Z?�: �� —
Agency C unsel
394/015610-0048 %
268916.10 a04/26/02
EXHIBIT "A"
LEGAL DESCRIPTION OF THE SITE
[SEE FOLLOWING PAGES]
394/015610-0048 1
268916.10 a04/26/02
LEGAL DESCRIPTION OF THE REAL PROPERTY
THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
PAR_
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°55'34"
EAST, 633.19 FEET; THENCE LEAVING SAID CENTERLINE, SOUTH 0°06' 19" WEST, 55.00
FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE THE
FOLLOWING FOUR (4) COURSES:
NORTH 89055'34" EAST, 1075.47 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1945.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1586.34 FEET TO THE BEGINNING OF A REVERSE CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET, A RADIAL
LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1678.53 FEET; THENCE PARALLEL TO AND 55.00 FEET
SOUTH OF THE NORTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52, NORTH
89051'25" EAST, 859.04 FEET;
THENCE NORTH 0008'35" WEST, 3.00 FEET; THENCE. PARALLEL TO AND 52.00 FEET
SOUTH OF SAID NORTH LINE, NORTH 89051'25" EAST, 155.06 FEET TO THE BEGINNING
OF A TANGENT CURVE CONCAVE. SOUTHWESTERLY AND HAVING A RADIUS OF
291.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 15009'25" AND AN ARC DISTANCE OF 76.98 FEET; THENCE PARALLEL TO
AND 60.00 FEET SOUTH OF SAID CENTERLINE THE FOLLOWING FOUR (4) COURSES:
SOUTH 89051'25" WEST, 1081.86 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1682.62 FEET TO THE BEGINNING OF A REVERSE CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET, A RADIAL
LINE THROUGH SAID POINT BEARS SOUTH 46039'23" WEST; THENCE
3941015610-0048 2
268916.10 a04/26/02
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1582.26 FEET; THENCE SOUTH 89055'34" WEST, 1708.65
FEET TO A POINT ON THE WEST LINE OF THE EAST HALF OF THE SOUTHEAST
QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6; THENCE ALONG SAID
WEST LINE, NORTH 0004' 16" EAST, 60.00 FEET TO THE POINT OF BEGINNING.
PARCEL A CONTAINS 1.506 ACRES, MORE OR LESS.
PARCEL B
THAT PORTION OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 8,
TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52,
SOUTH 89051'25" WEST, 60.04 FEET TO THE TRUE POINT OF BEGINNING; THENCE
PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON
STREET, SOUTH 2012'44" EAST, 235.55 FEET TO A POINT OF CUSP WITH A TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
72046'26" AND AN ARC DISTANCE OF 217.20 FEET; THENCE NORTH 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 15009'25" AND AN ARC DISTANCE OF 76.98
FEET; THENCE PARALLEL TO AND 52.00 FEET SOUTH OF THE CENTERLINE OF
AVENUE 52, SOUTH 89051'25" WEST, 155.06 FEET; THENCE SOUTH 0008'35" EAST, 3.00
FEET; THENCE PARALLEL TO AND 55.00 FEET SOUTH OF THE CENTERLINE OF
AVENUE 52, SOUTH 89051'25" WEST, 859.04 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2055.00 FEET;
THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
13017'09" AND AN ARC DISTANCE OF 476.51 FEET TO A POINT ON THE NORTH LINE OF
SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52; THENCE ALONG
SAID NORTH LINE, NORTH 89051'25" EAST, 1733.26 FEET TO THE POINT OF
BEGINNING.
PARCEL B CONTAINS 2.173 ACRES, MORE OR LESS.
394/015610-0048 3
268916.10 a04/26/02
PAR_
THAT PORTION OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 8,
AND THE WEST HALF OF THE WEST HALF OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE
7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG THE
CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 5267.69 FEET TO THE
NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN
BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF SAID SECTION 9,
ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89050'56" WEST, 65.04 FEET;
THENCE PARALLEL TO AND 65.00 FEET WESTERLY. OF THE CENTERLINE OF
JEFFERSON STREET, NORTH 2°12'44" WEST, 297.88 FEET; THENCE NORTH 1°23'37"
WEST, 350.04 FEET; THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE
CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST, 3166.69 FEET TO A POINT
ON THE SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL; THENCE
ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 89053' 14" EAST, 30.02 FEET;
THENCE PARALLEL TO AND 30.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, NORTH 2012'44" WEST, 130.09 FEET TO THE NORTHERLY RIGHT
OF WAY OF THE ALL AMERICAN CANAL; THENCE ALONG SAID NORTHERLY RIGHT
OF WAY, SOUTH 89053' 14" WEST, 30.02 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44" WEST,
1322.87 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE
CENTERLINE OF AVENUE 52; THENCE ALONG SAID NORTH LINE, NORTH 89051'25"
EAST, 60.04 FEET TO THE POINT OF BEGINNING.
PARCEL C CONTAINS 7.220 ACRES, MORE OR LESS.
PARCEL D
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 8, AND THE
SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 6
SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY .
DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF
SAID SECTION 9, SOUTH 89050'56" WEST, 65.04 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING SOUTH 89°50'56" WEST, 132.94 FEET TO THE
SOUTHWEST CORNER OF SAID SECTION 9; THENCE ALONG THE SOUTH LINE OF THE
SOUTHEAST QUARTER OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF
AVENUE 54, SOUTH 89059'23" WEST, 2647.64 FEET TO THE SOUTHWEST CORNER OF
SAID SOUTHEAST QUARTER; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST
QUARTER OF SAID SECTION, SOUTH 89°33'59" WEST, 48.00 FEET TO THE BEGINNING
OF A NON -TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF
394/015610-0048 4
268916.10 a04/26/02
J
48.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 89033'59" WEST;
THENCE LEAVING SAID SOUTH LINE, AND NORTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 105027'16" AND AN ARC DISTANCE OF 88.35 FEET;
THENCE SOUTH 74058'44" EAST, 50.00 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38"
AND AN ARC DISTANCE, OF 26.20 FEET; THENCE PARALLEL TO AND 30.00 FEET
NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 8, ALSO
BEING THE CENTERLINE OF AVENUE 54, SOUTH 89059'23" EAST, 2514.64 FEET;
THENCE NORTH 83002'52" EAST, 151.56 FEET; THENCE NORTH 44058'49" EAST, 36.66
FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2012'44" EAST, 74.00 FEET TO THE POINT OF BEGINNING.
PARCEL D CONTAINS 2.024 ACRES, MORE OR LESS.
PARCEL 2
THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF SECTION 5, THE EAST
HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 6,
THE EAST HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 7, AND SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO
MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE EAST HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 6 WITH THE
CENTERLINE OF AVENUE 52; THENCE ALONG SAID WEST LINE, SOUTH 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 89055'34" EAST, 1708.65 FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1940.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46043'49"
AND AN ARC DISTANCE OF 1582.26 FEET TO THE BEGINNING OF A REVERSE CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2060.00 FEET, A RADIAL
LINE THROUGH SAID POINT BEARS NORTH 46039'23" EAST; THENCE
SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 46047'58"
AND AN ARC DISTANCE OF 1682.62 FEET; THENCE NORTH 89°51'25" EAST, 767.06
FEET;
THENCE SOUTH 41015'00" EAST, 787.18 FEET; THENCE PARALLEL TO AND 60.00 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2012'44" EAST, 669.32
FEET TO THE NORTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANCEL; THENCE
ALONG THE NORTHERLY AND WESTERLY RIGHT OF WAY OF THE ALL AMERICAN
CANAL THE FOLLOWING SEVEN (7) COURSES:
394/015610-0048 5
268916.10 a04126/02
SOUTH 89053'14" WEST, 2633.43 FEET; THENCE SOUTH 0°00'06" EAST, 1320.62 FEET;
THENCE SOUTH 89055'03" WEST, 20.00 FEET; THENCE SOUTH 0000'06" EAST, 420.29
FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND
HAVING A RADIUS OF 796.20 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 396.05 FEET;
THENCE SOUTH 28030'06" EAST, 74.10 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE . SOUTHWESTERLY AND HAVING A RADIUS OF 636.20 FEET;
THENCE, SOUTHEASTERLY ALONG SAID CURVE THROUGH A ' CENTRAL ANGLE OF
11002'55" AND AN ARC DISTANCE OF 122.68 FEET;
THENCE LEAVING SAID WESTERLY RIGHT OF WAY, NORTH 60030'00" WEST, 59.57
FEET; THENCE NORTH 74000'00" WEST, 188.00 FEET; THENCE NORTH 35°10'00" WEST,
68.00 FEET; THENCE NORTH 40035'00" WEST, 111.50 FEET; THENCE NORTH 40050'00"
West, 115.50 FEET; THENCE NORTH 75035'00" - WEST, 93.50 FEET; THENCE NORTH
36040'00" WEST, 162.50 FEET; THENCE NORTH 19°35'00" EAST, 61.50 FEET; THENCE
NORTH 36000'00 WEST, 172.50 FEET; THENCE NORTH 45°15'00" WEST, 214.00 FEET;
THENCE NORTH 43010'00" WEST, 173.00 FEET; THENCE NORTH 45025'00" WEST, 146.00
FEET; THENCE NORTH 13055'00" WEST, 198.50 FEET; THENCE SOUTH 82°00'00" WEST,
182.00 FEET; THENCE NORTH 58015'00" WEST, 187.5.0 FEET; THENCE NORTH 46°00'00"
WEST, 180.50 FEET; THENCE NORTH 31°50'00" WEST, 108.00 FEET; THENCE NORTH
5055'00" WEST, 209.00 FEET; THENCE NORTH 10020'00" EAST, 180.50 FEET; THENCE
NORTH 4040'00" EAST, 111.00 FEET; THENCE NORTH 2040'00" WEST, 88.50 FEET;
THENCE NORTH 14000'00" WEST, 202.00 FEET; THENCE NORTH 64040'00" WEST, 186.00
FEET; THENCE NORTH 67050'00" WEST, 187.00 FEET; THENCE SOUTH 76°55'00" WEST,
124.00 FEET; THENCE SOUTH 37010'00" WEST, 122.00 FEET; THENCE SOUTH '88°20'00"
WEST, 75.50 FEET; THENCE NORTH 88°20'00" WEST, 75.00 FEET TO THE BEGINNING OF
A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00
FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 72025'00" AND AN ARC DISTANCE OF 88.47 FEET; THENCE NORTH 63025'00" WEST,
59.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADIUS OF 135.00 FEET; THENCE NORTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 77030'00" AND AN ARC DISTANCE OF 182:61
FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND
HAVING A RADIUS OF 47.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS
NORTH 75050'00" WEST; THENCE. NORTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL. ANGLE OF 105045'00" AND AN ARC DISTANCE OF 86.75 FEET; THENCE
SOUTH 88020'00" . WEST, 75.50 FEET; THENCE NORTH 72020'00" WEST, 64.00 FEET;
THENCE SOUTH 89050'00" WEST, 88.50 FEET; THENCE NORTH 48010'00" WEST, 89.50
FEET; THENCE NORTH 38035'00" WEST, 230.50 FEET TO THE ' BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 90.00
FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 97045'00" AND AN ARC DISTANCE OF 1.53.55 FEET; THENCE NORTH 8005'00" EAST,
116.00 FEET; THENCE NORTH 7005'00" WEST, 293.00 FEET; THENCE NORTH 45045'00"
WEST, 143.00 FEET; THENCE NORTH 53°25'00" WEST, 284.00 FEET TO A POINT ON THE
WEST LINE OF THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST
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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.
PARCEL 3
THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER, THE
SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHWEST
QUARTER, OF SECTION 8; AND THE WEST HALF OF THE WEST HALF OF SECTION 9;
TOWNSHIP 6 SOUTH, RANGE - 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SECTION 17, TOWNSHIP 6 SOUTH,
RANGE 7 EAST, SAN BERNARDINO MERIDIAN; THENCE ALONG THE SOUTH LINE OF
SAID SECTION 9, SOUTH 89°50'56" WEST, 65.04 FEET; THENCE PARALLEL TO AND
65.00 FEET WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, NORTH 2012'44"
WEST, 74.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44058'49"
WEST, 36.66 FEET; THENCE SOUTH 83002'52" WEST, 151.65 FEET; THENCE PARALLEL
TO AND 30.00 FEET NORTH OF THE SOUTH LINE OF THE SOUTHEAST QUARTER OF
SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 54, SOUTH 89°59'23"
WEST, 2514.64 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15000'38"
AND AN ARC DISTANCE OF 26.20 FEET; THENCE NORTH 74058'44" WEST, 50.00 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 48.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 105027' 16" AND AN ARC DISTANCE OF 88.35 FEET
TO A POINT ON THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 8;
THENCE ALONG SAID SOUTH LINE, SOUTH 89033'59" WEST, 414.84 FEET TO A POINT
ON THE EASTERLY RIGHT OF WAY LINE OF THE ALL AMERICAN CANCEL, SAID
POINT ALSO BEING THE BEGINNING OF A NON -TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 1372.40 FEET, A RADIAL LINE
THROUGH SAID POINT BEARS NORTH 56056'06" WEST; THENCE ALONG THE
EASTERLY AND SOUTHERLY RIGHT OF WAY OF THE ALL AMERICAN CANAL, THE
FOLLOWING TWELVE (12) COURSES:
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1034'00"
AND AN ARC DISTANCE OF 37.53 FEET; THENCE NORTH 34037'54" EAST, 814.10 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND
HAVING A RADIUS OF 1492.40 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 6024'00" AND AN ARC DISTANCE OF 166.70 FEET;
THENCE NORTH 28013'54" EAST, 272.60 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 776.20 FEET; THENCE
NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 56044'00" AND
AN ARC DISTANCE OF 768.58 FEET; THENCE NORTH 28030'06" WEST, 74.10 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A
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RADIUS OF 656.20 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 28030'00" AND AN ARC DISTANCE OF 326.41 FEET; THENCE
NORTH 0000'06" WEST, 420:48 FEET; THENCE SOUTH 89055'03" WEST, 10.00 FEET;
W
THENCE NORTH 0000'06" EST, 954.66 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 236.48 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE -OF 89053'20"
AND AN. ARC DISTANCE OF 371.00 FEET; THENCE NORTH- 89053' 14" EAST, 2292.43
FEET;._
THENCE PARALLEL TO AND 60.00 FEET WESTERLY OF THE CENTERLINE OF
JEFFERSON STREET, SOUTH 2012'44" EAST, 3166.69 FEET; THENCE SOUTH 1023'37"
EAST, 350.04 FEET; THENCE PARALLEL TO AND 65.00 FEET WEST OF THE CENTERLINE
OF JEFFERSON STREET, SOUTH 2012'44" EAST,- 223.88 FEET TO THE POINT OF
BEGINNING.
PARCEL 3 CONTAINS 226.610 ACRES, MORE OR LESS.
PARCEL 4
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 8, TOWNSHIP 6 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 8; THENCE ALONG
THE NORTH LINE OF SAID SECTION 8, ALSO BEING THE CENTERLINE OF AVENUE 52,
SOUTH 89051'25" WEST, 60.04 FEET; THENCE PARALLEL TO AND 60.06 FEET
WESTERLY OF THE CENTERLINE OF JEFFERSON STREET, SOUTH 2°12'44" EAST, 235.55
FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 2°12'44"
EAST, 418.00 FEET; THENCE NORTH 41°15'00" WEST, 787.18 FEET; THENCE PARALLEL
TO AND 60.00 FEET SOUTH OF THE CENTERLINE OF AVENUE 52, NORTH 89051'25"
EAST, 314.80 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 291.00 FEET, A RADIAL LINE THROUGH
SAID POINT BEARS NORTH 13019'22" EAST; THENCE SOUTHEASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 1 °41'28" AND AN ARC DISTANCE OF 8.59
FEET; THENCE SOUTH 74°59' 10" EAST, 55.07 FEET TO THE BEGINNING OF TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 171.00 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
72046'26" AND ANARC DISTANCE OF 217.20 FEET TO THE POINT OF BEGINNING.
PARCEL 4 CONTAINS 3.207 ACRES, MORE OR LESS.
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EXHIBIT `B"
FORM OF ADDENDUM
[SEE FOLLOWING PAGES]
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ADDENDUM TO ADDITIONAL AGREEMENT
THIS ADDENDUM TO ADDITIONAL AGREEMENT ("Addendum") is made and entered
into this _ day of �, 2002, by and among LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Agency"), KSL LAND HOLDINGS, INC., a
Delaware corporation ("KSL"), and KSL DESERT RESORTS, INC., a Delaware corporation
("Desert Resorts").
A. Agency, KSL, and Desert Resorts entered into that certain Additional Agreement,
with the Reference Date of 92002.
B. Pursuant to Section 2 of the Additional Agreement, any of the parties may cause the
execution of this Addendum to confirm the date of recordation of the Grant Deed as referred to
therein..
C. The parties hereby confirm that the date of recordation of the Grant Deed as referred
to in Section 2 of the Additional Agreement is , 2002.
D. This Addendum may be executed in counterparts, each of which, when all parties
hereto have signed this Addendum, shall constitute an original.
[end — signature page follows]
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