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Sam's Club/Purchase Agreement 05
Store # 4941-00 La Quinta, California PURCHASE AGREEMENT Between SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Sam's") and LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Seller") TABLE OF CONTENTS 1. Sale and Purchase................................................................................... 1 2. Purchase Price....................................................................................... 1 3. Escrow.................................................................................................2 4. Survey.................................................................................................2 5. Due Diligence Period............................................................................... 2 6. Title....................................................................................................3 A. Title Insurance.............................................................................. 3 B. Title and Deed.............................................................................. 4 7. Condemnation.......................................................................................4 8. Taxes and Assessments............................................................................. 4 9. Transfer and Sales Taxes.......................................................................... 4 10. Time of the Essence/Defaults/Remedies........................................................ 5 A. Default by Sam's........................................................................... 5 B. Default by Seller............................................................................ 5 C. Notice of Default............................................................................ 6 11. Right of Entry........................................................................................ 6 12. Brokerage Fees...................................................................................... 6 13. Utilities................................................................................................6 14. Contingencies and Seller's Warranties......................................................... 6 A. Governmental Approvals To Be Obtained by Sam's ............................... 6 B. Intentionally Omitted..................................................................... 7 C. Inspections and Soils Tests............................................................... 7 D. Condition of the Property................................................................ 8 (i) E. Natural Hazards Disclosure............................................................. 8 F. Intentionally Omitted..................................................................... 9 G. Cut / Fill Grading License................................................................ 9 H. As -Is / Release.............................................................................. 10 I. Option Agreement........................................................................11 J. Adjacent Property........................................................................11 K. Grant of Access Easement..............................................................11 L. Parcel Map................................................................................. 11 15. Notices................................................................................................12 16. Closing................................................................................................12 17. Closing Costs........................................................................................12 18. Time of Essence; Acceptance....................................................................13 19. Entire Agreement..................................................................................13 20. Headings.............................................................................................13 21. Modifications........................................................................................13 22. Successors............................................................................................13 23. Non Foreign Affidavit / Withholding..........................................................13 24. Effective Date.......................................................................................13 25. Recording of Memorandum.....................................................................13 26. Additional Warranties by Seller................................................................13 27. Survival...............................................................................................14 28. Condition of Property.............................................................................14 29. Dates of Performance.............................................................................15 30. Attorneys' Fees.....................................................................................15 31. Prevailing Wage....................................................................................15 32. Counterparts........................................................................................15 33. Applicable Law / Forum..........................................................................15 34. City as Third Party Beneficiary.................................................................15 35. City Not Obligated Hereunder.................................................................15 36. Non -Liability of Seller Officials and Employees............................................15 SCHEDULE OF EXHIBITS THEPROPERTY....................................................................................................... Exhibit "A" DEPICTION OF ADJACENT PARCELS............................................................Exhibit "A-1" LAST RECORDED VESTING DEED..................................................................... Exhibit "B" INSTRUCTIONS TO SURVEYORS........................................................................ Exhibit "C" REAL PROPERTY TAX GUIDELINES................................................................. Exhibit "D" OPTIONAGREEMENT............................................................................................ Exhibit "E" ASSIGNMENT AND ASSUMPTION AGREEMENT ........................................... Exhibit "F" TRANSFERORFORM..............................................................................................Exhibit "G"' La Quinta, California Store # 4941-00 PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is dated as of the,2Qf day of , 2005, between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, formed under the California Community Redevelopment Law ("Seller"), and SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Sam's"); WIT NESSETH: 1. Sale and Purchase. Seller shall sell and Sam's shall purchase for the contemplated construction of a new Sam's Club (and not for the relocation of an existing Sam's Club), subject to the terms and conditions herein, an approximately 9.59 acre tract of land (the "Property") more particularly described in Exhibit "A" attached hereto and made a part hereof located in or near the City of La Quinta, Riverside County, California. Seller warrants that it owns the Property. Seller has provided Sam's with the last vesting deed recorded in the Official Records of Riverside County with respect to the Property, which is attached hereto as Exhibit "B", and incorporated herein by reference. Within thirty (30) days of the execution of this Agreement, Seller shall instruct the Title Company (as hereinafter defined) to provide Sam's with copies of each instrument recorded in the last three (3) years with respect to the Property. 2. Purchase Price. The purchase price, subject to the provisions of Section 4. contained herein, for the Property shall be Five Million One Hundred Twenty -One Thousand Four Hundred Ninety -Two and No/ 100 Dollars ($5,121,492.00) computed at Twelve and 26/ 100 Dollars ($12.26) per square foot (the "Purchase Price") payable as follows: (a) Fifty Thousand and No/100 Dollars ($50,000.00) shall be paid within ten (10) business days after the Effective Date of this Agreement to the Escrow (as defined below) to be held by the Escrow Holder (as defined below) in an interest bearing escrow account (the "Initial Deposit") with interest accruing to Sam's; and (b) If Closing (as defined below) has not occurred on or before June 1, 2005, and the Escrow has not been terminated in accordance with the terms and conditions of this Agreement, then on June 1, 2005, Sam's shall increase its Initial Deposit by the amount of One Hundred Thousand and No/100 Dollars ($100,000.00), thereby increasing the Deposit to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00). Thereafter, the Deposit shall be increased by Fifty Thousand and No/100 Dollars ($50,000.00) on the first day of each month until the date of the Closing (each an "Additional Deposit"). The term "Deposit" for the purposes of this Agreement shall include the Initial Deposit, plus the aggregate of all Additional Deposits made by Sam's, all of which shall be applicable to the Purchase Price. W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc (c) The balance of the Purchase Price shall be paid on the date of the closing of this sale (the "Closing") by certified check or Federal wire transfer. 3. Escrow. Sam's or Seller shall open an escrow (the "Escrow") by delivering a fully executed copy of this Agreement to Stewart Title Company, 2 North LaSalle Street, Suite 1400, Chicago, Illinois 60602 (the "Escrow") as escrow holder ("Escrow Holder"), within ten (10) calendar days of both parties execution of this Agreement which shall provide for closing as provided herein. This Agreement shall constitute joint escrow instructions. Escrow fees shall be subject to the review and approval of Sam's and Seller, and then shall be shared in the manner provided herein. The "Close of Escrow" or the "Closing" shall be the date Seller's grant deed conveying fee title to the Property to Sam's ("Grant Deed") is recorded. At least ten (10) business days prior to the Closing, Seller shall execute the Grant Deed and shall provide such original Grant Deed to Escrow, to be held by Escrow Holder until the Close of Escrow, and Escrow Holder shall provide a copy of such Grant Deed to Sam's. For all purposes, the date of the "opening of escrow" shall be the date of this Agreement. In the event of any inconsistency between any supplemental escrow instructions required by Escrow Holder and this Agreement, this Agreement shall control, notwithstanding the fact that either party may have intentionally or inadvertently executed such inconsistent instructions. Each party hereby instructs the Escrow Holder to prepare the settlement statements for the Closing on HUD forms and further instructs the Escrow Holder to show both the buyer and seller columns on a single settlement statement to be distributed to both parties. 4. Survey. Sam's shall order a certified ALTA boundary line and topographic survey of the Property (the "Survey") within five (5) business days of the execution of this Agreement. Sam's shall pay for such Survey. Said Survey shall (i) be prepared by a registered land surveyor pursuant to the instructions attached hereto as Exhibit "C", (ii) contain an accurate legal description of the Property, and (iii) depict, and note the applicability of, every title exception contained in the Commitment (as hereinafter defined in Section 5). If the Survey reveals that the actual area is more or less than the approximation shown above, the Purchase Price to be paid hereunder shall be adjusted accordingly; provided, however, that no reduction in the Purchase Price will be made for an area which is conveyed to Sam's, but which is subject to easements, dedications, or right-of-way requirements. 5. Due Diligence Period. In addition to any other conditions to Sam's obligations under this Agreement, for the first forty-five (45) days following the Effective Date ("Due Diligence Period"), Sam's shall have the right to review and approve or disapprove the matters set forth below, and Sam's obligations hereunder shall be conditioned upon Sam's approval of such matters, in its sole and absolute discretion. The failure of Sam's to approve or disapprove such matters by written notice to Seller on, or before, the expiration of the Due Diligence Period shall be conclusively deemed to be disapproval thereof by Sam's. If Sam's disapproves any such matter, and Seller is unwilling or unable to resolve such matter to Sam's satisfaction, in Sam's sole discretion, or if Sam's is deemed to have disapproved any such matter, then Sam's shall elect by written notice to Seller, in its sole discretion, to either: (i) terminate this Agreement, in which event the Deposit shall be returned to Sam's, together with all interest accrued thereon, and neither party shall have any further rights or obligations hereunder, except as otherwise provided in this Agreement, or (ii) waive such disapproval, or deemed disapproval, and proceed with the Closing (as defined below). In the event that Sam's is required to elect either (i) or (ii) 2 W764\000\Doc\Redevelopment Agency\Purchase Agmnt 016.doc above, and Sam's fails to make such election, Seller shall have the right to give written notice of termination to Sam's ("Termination Notice"), in which event this Agreement shall terminate fifteen (15) days after Sam's receives such Termination Notice, the Deposit shall be returned to Sam's, together with all interest accrued thereon, and neither party shall have any further rights or obligations hereunder; provided, however, that upon receipt of the Termination Notice, or upon receipt of Seller's Title Notice (as defined in Section 6.A), whichever is later, Sam's shall have ten (10) days to provide Seller written notice of its election to approve the matters set forth in this Section 5 and continue this Agreement, in which event this Agreement shall continue in full force and effect. The matters subject to Sam's approval during the Due Diligence Period include, without limitation: (a) Exceptions which are disclosed in the Commitment (as hereinafter defined in Section 6.A); (b) Matters disclosed by the Survey; (c) Matters disclosed by Sam's physical inspection of the Property pursuant to Section 11 and Section 14.C.; and (d) Approval by Sam's Real Estate Committee of the placement of a store on the Property pursuant to Section 14.17. In the event that, prior to the Close of Escrow, there is a change in any of the matters set forth in Sections 5(a), 5(b), or 5(c) previously approved by Sam's pursuant to this Section 5, Sam's shall have fifteen (15) days from the date Sam's first learns of such change, to approve or disapprove such change, in its sole and absolute discretion. In the event that Sam's fails to approve or disapprove such matters by written notice to Seller on, or before, the expiration of such fifteen (15) day period, such matter shall be deemed disapproved and Seller shall have the right to deliver a Termination Notice to Sam's, in which event the Deposit, together with all interest accrued thereon, shall be returned to Sam's, and neither party shall have any further rights or obligations hereunder; provided, however, that upon receipt of such Termination Notice, Sam's shall have ten (10) days to provide Seller written notice of its election to approve such changed matters and continue this Agreement, in which event this Agreement shall continue in full force and effect. 6. Title. A. Title Insurance. Sam's shall order a standard form ALTA Owner's Title Commitment Policy (the "Commitment") covering the Property and issued by Stewart Title Company, 2 North LaSalle Street, Suite 1400, Chicago, Illinois 60602 ("Title Company"), together with copies of all instruments, if any, referred to in the Commitment as exceptions to title. The Commitment shall also contain the Title Company's commitment to issue such California Land Title Association endorsements ("CLTA Endorsements") to the title policy as Sam's or its lender shall require. Sam's shall give notice in writing to Seller of any defects in or objections to the title as so evidenced. Seller shall, within fifteen (15) days of receipt of said notice, provide Sam's written notice indicating Seller's election to either: (i) clear the title of the defects and objections so specified, or (ii) not to clear the title of such defects and objections ("Seller's Title Notice"). Seller's 3 W764\000Doc\Redevelopment Agency\Purchase Agmnt 016.doc failure to provide Seller's Title Notice shall be deemed Seller's election not to cure such defects and objections. In the event that Seller elects to cure such defects and objections in Seller's Title Notice, Seller's failure to clear the title of defects and objections on, or before, the Closing shall constitute a default on the part of the Seller and be subject to the provisions of Section 10 contained herein. B. Title and Deed. At the Closing, Seller shall convey to Sam's title to the Property, free and clear of any and all encumbrances, except the Permitted Exceptions (the parties agree to list the Permitted Exceptions on Exhibit "B" to the Grant Deed, which Grant Deed shall be in substantially the form of Exhibit "G", attached hereto and incorporated herein by reference). Those exceptions which are approved by Sam's pursuant to Section 5 shall be referred to as "Permitted Exceptions". At the Closing, Sam's shall also be able to obtain an ALTA Owner's Extended Coverage Title Insurance Policy (the "Policy") issued by the Title Company, insuring title to Sam's in the full amount of the Purchase Price and containing no exceptions or conditions other than the Permitted Exceptions, and containing the CLTA Endorsements which Sam's or its lender shall require. 7. Condemnation. If, prior to the Closing, all or any part of the Property shall be condemned by governmental or other lawful authority, Sam's shall have the option of (a) completing the purchase, in which event all condemnation proceeds or claims thereof shall be assigned to Sam's, or (b) canceling this Agreement, in which event the Deposit shall be returned to Sam's and this Agreement shall be terminated with neither party having any rights against the other. 8. Taxes and Assessments. Real property taxes and assessments, water rates and sewer charges and rents, if any, shall be prorated and adjusted on the basis of the actual days in the calendar year, with Sam's being allocated for all such taxes and assessments beginning as of the day after the Closing Date. Seller shall pay all such taxes and assessments attributable to any period of time on, or before, the Closing Date. Taxes for all prior years shall be paid by Seller. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, with the proration to be adjusted between the parties based on actual taxes for the year in which Closing occurs at the time such actual taxes are determined. Furthermore, Escrow Holder shall cause to be completed the Real Property Tax Guidelines For Wal-Mart Built Stores attached hereto as Exhibit "D" and upon completion will forward to the Real Estate Manager. Seller hereby agrees to pay, reimburse, indemnify, defend and hold Sam's harmless from any supplemental assessments, or taxes or assessments, and any late charges or penalties associated therewith, levied by the taxing authorities after the close of Escrow arising from the time period before the close of Escrow. 9. Transfer and Sales Taxes. The expense and cost of local documentary transfer taxes shall be paid by Sam's. Any sales or other taxes, if any, relating to the sale of the Property shall be paid by Seller. Both parties agree to execute any tax returns required to be filed in connection with any such taxes. 4 W764\000\Doc\Redevelopment AgencyTurchase Agmnt 016.doc 10. Time of the Essence/Defaults/Remedies. Time is of the essence of this Agreement and failure to comply with this provision shall be a material breach of this agreement. Subject to the provisions of this Section 10, if the Escrow fails to close as provided herein, Sam's or Seller may at any time thereafter give written notice to Escrow Holder to cancel the Escrow, and pay or return the Deposit to the party entitled hereto under the terms hereof, and return all other money and documents in Escrow to their respective depositors. Escrow Holder shall comply with such notice without further consent from any other party to the Escrow or from any broker involved in the transaction. Cancellation of Escrow as provided herein shall be without prejudice to whatever legal rights Sam's and Seller may have against each other. A. Default by Sam's. IF SAM'S FAILS TO COMPLETE SAID PURCHASE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT BY SAM'S, SELLER SHALL BE RELEASED FROM OBLIGATION TO SELL THE PROPERTY TO SAM'S, BUT SELLER, BY INITIALING THIS PARAGRAPH, SHALL HAVE RELEASED SAM'S FROM ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF SUCH DEFAULT, AND SELLER SHALL HAVE AGREED THAT SELLER SHALL RETAIN THE "DEPOSIT" AS LIQUIDATED DAMAGES, AND THAT SUCH RETENTION SHALL BE SELLER'S SOLE REMEDY AGAINST SAM'S IN REGARD TO SUCH DEFAULT. THE PARTIES HERETO HAVE CONSIDERED THE AMOUNT OF DAMAGES WHICH SELLER IS LIKELY TO INCUR IN THE EVENT OF A DEFAULT OR BREACH HEREUNDER BY SAM'S, AND THE PARTIES HERETO HAVE AGREED THAT THE DEPOSIT IS A REASONABLE APPROXIMATION AND LIQUIDATION OF SELLER'S POTENTIAL DAMAGES, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE RECEIPT AND RETENTION OF SUCH AMOUNT BY SELLER IS INTENDED TO CONSTITUTE THE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SAID AMOUNT OF LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER REMEDIES, DAMAGES OR SUMS DUE OR PAYABLE TO SELLER. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE. m SAM'S SELLER B. Default by Seller. If Seller defaults under this Agreement, Sam's sole remedy shall be to record a lis pendens and enforce Sam's right to specific performance 5 W764\000Toc\Redevelopment Agency\Purchase Agmnt 016.doc 10. Time of the Essence/Defaults/Remedies. Time is of the essence of this Agreement and failure to comply with this provision shall be a material breach of this agreement. Subject to the provisions of this Section 10, if the Escrow fails to close as provided herein, Sam's or Seller may at any time thereafter give written notice to Escrow Holder to cancel the Escrow, and pay or return the Deposit to the party entitled hereto under the terms hereof, and return all other money and documents in Escrow to their respective depositors. Escrow Holder shall comply with such notice without further consent from any other party to the Escrow or from any broker involved in the transaction. Cancellation of Escrow as provided herein shall be without prejudice to whatever legal rights Sam's and Seller may have against each other. A. Default by Sam's. IF SAM'S FAILS TO COMPLETE SAID PURCHASE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT BY SAM'S, SELLER SHALL BE RELEASED FROM OBLIGATION TO SELL THE PROPERTY TO SAM'S, BUT SELLER, BY INITIALING THIS PARAGRAPH, SHALL HAVE RELEASED SAM'S FROM ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF SUCH DEFAULT, AND SELLER SHALL HAVE AGREED THAT SELLER SHALL RETAIN THE "DEPOSIT" AS LIQUIDATED DAMAGES, AND THAT SUCH RETENTION SHALL BE SELLER'S SOLE REMEDY AGAINST SAM'S IN REGARD TO SUCH DEFAULT. THE PARTIES HERETO HAVE CONSIDERED THE AMOUNT OF DAMAGES WHICH SELLER IS LIKELY TO INCUR IN THE EVENT OF A DEFAULT OR BREACH HEREUNDER BY SAM'S, AND THE PARTIES HERETO HAVE AGREED THAT THE DEPOSIT IS A REASONABLE APPROXIMATION AND LIQUIDATION OF SELLER'S POTENTIAL DAMAGES, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE RECEIPT AND RETENTION OF SUCH AMOUNT BY SELLER IS INTENDED TO CONSTITUTE THE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SAID AMOUNT OF LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER REMEDIES, DAMAGES OR SUMS DUE OR PAYABLE TO SELLER. IN PL ING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY P CIFICALLY CONFIRMS THE ACCURACY OF THE STATEMEN ADE ABOVE. AM S SELLER B. Default by Seller. If Seller defaults under this Agreement, Sam's sole remedy shall be to record a lis pendens and enforce Sam's right to specific performance 5 W764\000\Doc\Redevelopment Agency\Purchase Agmnt 016.doc and related injunctive relief and accordingly, Seller hereby acknowledges that the Property is unique and that no other remedies are available to Sam's. Sam's waives any right to bring an action for damages against Seller, the City of La Quinta, or the officers, officials, employees, representatives, members, or agents of Seller or the City, including, but not limited to any action for actual and/or consequential damages. C. Notice of Default. In the event that either party is in default of any provision hereof, the non -defaulting party, as a condition precedent to its remedies, must give the defaulting party written notice of the default. The defaulting party shall have ten (10) business days from the receipt of such notice to cure the default; provided, however, that if the default cannot be reasonably cured in ten (10) business days, the defaulting party shall have such longer period as is reasonably necessary to cure the default, so long as the defaulting party commences to cure the default within such ten (10) day period and diligently pursues the cure to completion. If the default is timely cured, this Agreement shall continue in full force and effect. If the default is not timely cured, the non -defaulting party may pursue its applicable remedies set forth in this Agreement. 11. Right of Entry. Subject to the provisions of Section 14C, at any time prior to the Closing, and at Sam's sole expense, Sam's or its authorized agents shall have the right to enter upon the Property for any lawful purpose, including without limitation making such surveys and site analyses, test borings and engineering studies, and to erect such signs as Sam's may deem necessary, provided such signs are necessary to keep the site safe during such testing. Sam's shall indemnify and hold Seller harmless from and against any and all claims and liens arising out of any act or failure to act of Sam's or its authorized agents as a result of their respective activities on the Property. 12. Brokerage Fees. Sam's shall be responsible for the payment of the brokerage fee or commission, payable only upon the closing of the sale contemplated herein, to Rothbart Development Corporation, at 1801 Avenue of the Stars, Suite 920, Los Angeles, California 90067. Such fee or commission shall be equal to six percent (6%) of the first One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) of the Purchase Price plus three percent (3%) of the balance of the Purchase Price, not to exceed $175,000.00. Both parties represent that no other broker is involved in this Agreement and each party agrees to indemnify the other against brokerage or commission claims arising out of the indemnifying party's actions, and Sam's agrees to indemnify Seller in connection with any brokerage fee payable to Rothbart Development Corporation pursuant to this Section 12. 13. Utilities. To Seller's actual knowledge, utility services are available to the Property, and there is not a moratorium against connection to such services, or quantitative or qualitative limitation on such services. 14. Contingencies and Seller's Warranties. A. Governmental Approvals To Be Obtained by Sam's. Sam's and Seller's obligations to close Escrow are conditioned upon Sam's obtaining approval of the 6 W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc following: (i) a conditional use permit for the operation of a gas station on a portion of the Property, and (ii) a site development permit for the construction of a membership discount store (individually and collectively the "Governmental Approvals"). Sam's agrees, at its sole expense, to file applications for all of the Governmental Approvals within thirty (30) calendar days after the Effective Date of this Agreement, and thereafter to diligently pursue the applications and processing to completion. Seller shall execute all necessary and appropriate owner consent forms, and shall, at no expense to Seller, reasonably cooperate with Sam's efforts to obtain the Governmental Approvals. Neither Seller nor Sam's may execute any application or instrument as an agent of the other. The Governmental Approvals shall be considered to have been approved for purposes of this Agreement on the first date after which all of the following has occurred: (1) the Governmental Approvals have been issued by the City of La Quinta; (2) the Governmental Approvals are no longer subject to any administrative appeal within the City; and (3) the statute of limitations under the California Environmental Quality Act has expired. B. Intentionally Omitted. C. Inspections and Soils Tests. Sam's shall have the right, at Sam's expense, and after providing Seller with three (3) business days advance written notice, to select licensed engineers, contractors, and/or other qualified professional(s) to make "Inspections" (including tests, surveys, other studies, inspections, investigations and interviews of persons familiar with the Property) concerning the Property, including but not limited to tests of structures, wells, septic tanks, and underground storage tanks on the Property, soils, geologic hazards, utility lines and systems, possible environmental hazards such as asbestos, formaldehyde, radon gas, methane gas, pesticide residues, oil and gas deposits, and other "Hazardous Materials" as defined in Section 26, below. Notwithstanding the foregoing, in no event shall Sam's conduct any intrusive testing procedures on the Property without Seller's prior written consent, which consent shall not be unreasonably withheld. Any such Inspections shall be made during normal business hours and Seller shall have the right, but not the obligation, to accompany Sam's during such Inspections. Seller shall deliver to Sam's, within ten (10) days of the date hereof, copies of any reports of similar Inspections of which Seller is aware, and Seller's delivery of such existing Inspection reports shall be Seller's representation to Sam's that Seller is not aware of the existence of any others. Sam's shall keep the Property free and clear of any liens, and repair any damage to the Property arising as a result of such Inspections. Upon receipt of reports of such Inspections, Sam's shall promptly deliver one copy of the same to Seller. In addition to the foregoing, as a condition to any such entry, Sam's shall (i) conduct all such work or studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Property during or after such Inspections; (ii) comply with all applicable laws and governmental regulations; (iii) maintain or assure maintenance of workers' compensation 7 W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc insurance (or state approved self-insurance) on all persons entering the Property in the amounts required by the State of California; (iv) provide to Seller prior to initial entry a certificate of insurance evidencing that Sam's and/or the persons entering the Property have procured and have in effect an all-risk public liability insurance policy meeting the following requirements: (1) the insurance shall be written on a per occurrence and not claims -made basis; (2) the amount of insurance shall be a combined single limit of not less than Two Million Dollars ($2,000,000.00) with a deductible or self -insured retention amount of not more than One Hundred Thousand Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and the City and their respective officers, officials, members, employees, agents, and representatives (collectively, "Seller/City & Seller/City Personnel") as additional insureds; (4) the insurance shall. not contain any special limitations on the scope of protection afforded to Seller/City & Seller/City Personnel; (5) the policy shall not be canceled by the insurer or Sam's unless there is a minimum of thirty (30) days prior written notice to Seller; (6) the insurer shall waive subrogation rights against the Seller/City & Seller/City Personnel; and (7) the insurance shall be primary insurance and not contributory with any insurance any of the Seller/City & Seller/City Personnel may have; and (8) the insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability; (vi) following Sam's entry, repair any and all damage to the Property caused by such Inspections in a timely manner, and (vii) indemnify Seller pursuant to the provisions of Section 11 contained herein. D. Condition of the Property. Seller warrants that Seller has no actual knowledge of any notice of violations of city, county, state, federal, building, land use, fire, health, safety, environmental, Hazardous Materials or other governmental or public agency codes, ordinances, regulations, or orders with respect to the Property, or as to health, safety, environmental, or hazardous materials codes, ordinances, regulations or orders relating to any lands adjacent to the Property. Seller warrants that Seller has no knowledge of any litigation, pending or threatened with respect to the Property, Seller's interest therein, or which would otherwise inhibit Sam's obtaining clear title to the Property. Seller also warrants that it has no actual knowledge of any physical, legal, economic or political facts, circumstances, problems or governmental actions with respect to the Property which should be disclosed by Seller or its agents under California law, except those which have been disclosed to Sam's in detail, in writing. As used herein, "Knowledge" shall mean the actual knowledge of Seller's Executive Director, without any duty of independent investigation or inquiry. The foregoing warranties shall be true as of the date of this Agreement and of the close of Escrow. If, prior to the close of Escrow, Sam's learns that any of the foregoing warranties or any disclosures by Seller are misleading, incomplete or otherwise incorrect, Sam's may utilize any of its remedies provided in this Agreement. E. Natural Hazards Disclosure. Within thirty (30) days of the execution of this Agreement, Seller shall deliver to Sam's a natural hazards disclosure report disclosing (to the extent applicable) whether or not the Property is located within 8 W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc (i) a special flood hazard zone designated by the Federal Emergency Management Agency; (ii) an area of potential flooding shown on an inundation map under Government Code § 8589.5; (iii) a very high fire hazard severity zone designated by Government Code § 51178; (iv) a wildland area that may contain substantial forest fire risks and hazards under Public Resources Code § 4136; (v) an earthquake fault zone under Public Resources Code § 2621; or (vi) a seismic hazard zone under Public Resources Code § 2690. All costs of providing the Natural Hazards Disclosure Report shall be paid by Sam's. F. Intentionally Omitted. G. Cut / Fill Grading License. For a period of twelve (12) months following the Close of Escrow, Sam's shall have the right and license to enter onto that certain real property located in front and to the north of the Property in the location generally depicted on Exhibit "A-2", attached hereto and incorporated herein by reference ("Corner Parcel") in order to grade the Corner Parcel and remove the trees located on such Corner Parcel; provided that City owns such Corner Parcel after the Closing. In addition, for a period of twelve (12) months following the Close of Escrow, Sam's shall have the right and license to enter onto that certain real property located to the south of the Property in the location depicted on Exhibit "A-2" ("Southerly Parcel") in order to import such excess dirt as may be necessary in connection with Sam's grading of the Property; provided, however, that in no event shall Sam's remove more than 25,000 cubic yards from the Southerly Parcel. In connection with any entry permitted hereunder, Sam's shall (i) conduct all such work in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the property; (ii) comply with all applicable laws and governmental regulations; (iii) maintain or assure maintenance of workers' compensation insurance (or state approved self-insurance) on all persons entering any such property in the amounts required by the State of California; (iv) provide to Seller, prior to initial entry, a certificate of insurance evidencing that Sam's and/or the persons entering any such property have procured and have in effect an all-risk public liability insurance policy meeting the following requirements: (1) the insurance shall be written on a per occurrence and not claims -made basis; (2) the amount of insurance shall be a combined single limit of not less than Two Million Dollars ($2,000,000.00) with a deductible or self - insured retention amount of not more than One Hundred Thousand Dollars ($100,000); (3) the policy shall name or be endorsed to Seller and the City and their respective officers, officials, members, employees, agents, and representatives (collectively, "Seller/City & Seller/City Personnel") as additional insureds; (4) the insurance shall not contain any special limitations on the scope of protection afforded to Seller/City & Seller/City Personnel; (5) the policy shall not be canceled by the insurer or Sam's unless there is a minimum of thirty (30) days prior written notice to Seller; (6) the insurer shall waive subrogation rights against the Seller/City & Seller/City Personnel; and (7) the insurance shall be primary insurance and not contributory with any insurance any of the Seller/City 9 W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc & Seller/City Personnel may have; and (8) the insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability; (vi) indemnify Seller pursuant to the provisions of Section 11 contained herein; (vii) prior to entering onto the Southerly Parcel, Sam's shall first obtain the Seller's approval of a Borrow Plan, which approval shall not be unreasonably withheld or delayed ("Borrow Plan"), (viii) Sam's. shall pay City the sum of Two and No/100 Dollars ($2.00) for each cubic yard of dirt removed from the Southerly Parcel pursuant to this Section 14.G, (ix) prior to performing any grading on the Corner Parcel, Sam's shall obtain a grading permit from City, and (x) Sam's will not be permitted to export any dirt from the Corner Parcel. The Borrow Plan shall show where soil is being removed from, a method and deadline for payment of the $2.00 per cubic yard required by subsection (viii) above, that neither Seller nor City will be responsible for any fines that may be levied by AQMD that are associated with any export of dirt, Sam's plan to provide for soil stablization and dust control, oversight of the export by City of La Quinta ("City"), a method for confirming the quantity of dirt removed, that dirt will be taken "as is, where is, with all faults", that Sam's will be responsible for any fines that may be levied by AQMD that are associated with the export, that Sam's will be responsible for all traffic control and signage as rqeuired by the City, and that neither the Seller nor the City will be responsible for Sam's compliance with applicable laws pertaining to traffic or the transport. H. "As -Is" / Release. Sam's acknowledges that during the "Due Diligence Period" (as defined in Section 5) Sam's shall have had an adequate opportunity to inspect the Property and to investigate its physical characteristics and condition and to conduct such other independent investigations as Sam's requires to determine that it is prepared to complete the purchase of the Property on the terms and conditions stated herein. Subject to the limited representations and warranties of Seller set forth in this Agreement, Sam's acknowledges that the purchase of the Property will be based on Sam's own investigation and that Sam's must perform its own due diligence with respect to all environmental matters relating to the Property, and that Sam's is not relying on any environmental audits or assessments performed by or on behalf of Seller. Except as provided herein, and subject to the limited representations and warranties of Seller set forth in this Agreement, Sam's acknowledges that Sam's is purchasing the Property with no representation or warranty by Seller, express or implied, regarding the presence of uncompacted fill, the condition of the soil, the geology, seismology, hydrology, or similar matters on, under, or affecting the Property, the existence or condition of any improvements in, on, or under the Property, the presence or absence of any "Hazardous Materials" (as defined in Section 26) in, on, under, or affecting the Property, or that the Property is suitable for Sam's contemplated use. Sam's acknowledges that Seller has undertaken no 10 W764\000Toc\Redevelopment Agency\Purchase Agmnt 016.doc investigation, and does not intend to undertake any investigation, concerning any aspect of the physical or environmental condition of the Property and in no event shall Seller have any obligation under this Agreement to cure or correct any physical defects or problems with respect to the Property. Except for the warranties of Seller set forth in this Agreement, Sam's is acquiring the Property in an "AS -IS, WHERE -IS, WITH ALL FAULTS" condition. Sam's hereby agrees that, concurrent with the Close of Escrow, Sam's shall release Seller from any claims that Sam's has against Seller regarding the physical or environmental condition of the Property (except for the express representations and warranties of Seller set forth herein, which shall survive the Closing); provided, however, such release shall not apply to any matters arising out of, or related to, any fraud or intentional misrepresentations or warranties made by Seller in this Agreement. I. Option Agreement. Concurrent with the Close of Escrow, Sam's and Seller shall record an Option Agreement substantially in the form attached hereto and incorporated herein as Exhibit "G" (the "Option Agreement"), pursuant to which Sam's shall grant to Seller the option to purchase the Property and the "Adjacent Property" (as that term is defined below) if Sam's has not completed construction (as evidenced by City's issuance of a final certificate of occupancy) of a discount membership warehouse on the Property within the time set forth therein. J. Adjacent Property. It is acknowledged and agreed that Sam's operations will require the Property, as well as the real property adjacent to the Property in the general location depicted on Exhibit "A-1 ", attached hereto and incorporated herein by reference ("Adjacent Property"). Accordingly, this Agreement and Sams' obligations hereunder are expressly contingent upon Sams' acquisition of the Adjacent Property. K. Grant of Access Easement. Concurrently with the Closing hereunder, Sam's shall grant to Seller a non-exclusive access easement ("Easement"), appurtenant to the Corner Parcel, over that portion of the Property depicted on Exhibit "A-Y, attached hereto and incorporated herein by reference, in order to provide access to the Corner Parcel, which grant of easement shall be in the form of Exhibit "I", attached hereto and incorporated herein by reference. Notwithstanding the foregoing, in the event that, on or before the Closing date, (i) Seller sells the Corner Parcel to Stamko Development Co. LP, a California limited partnership ("Stamko"); (ii) Sam's purchases the Adjacent Parcel from Stamko; and (iii) Sam's and Stamko, concurrently with the Closing hereunder, execute and record an Amended Declaration providing the Corner Parcel with ingress, egress, and access rights over the Property and Adjacent Property, Sam's shall have no obligation to grant the Easement to Seller. L. Parcel Map. Seller shall, at its sole cost and expense, process a parcel map or lot line adjustment to create the Property as a separate legal parcel in compliance with the California Subdivision Map Act ("Parcel Map"). Sam's obligations hereunder are expressly contingent upon Seller's recordation of the Parcel Map. 11 W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc 15. Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be given by (i) personal service; (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing time and date of delivery, or (iii) by mailing in the United States mail, certified or registered mail, postage prepaid, return receipt requested, addressed as follows: If to Sam's: Sam's Real Estate Business Trust 2001 SE 10t' Street Bentonville, AR 72716-0550 Attn: Chris Danos With a Copy to: Gresham Savage, Nolan & Tilden 550 E. Hospitality Lane, Suite 300 San Bernardino, CA 92408 Attn: J. Matthew Wilcox If to Seller: Thomas P. Genovese, Executive Director La Quinta Redevelopment Agency P.O. Box 150478-495 Calle Tampico La Quinta, CA 92253-1504 With a Copy to: M. Katherine Jenson Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 P.O. Box 1950 Costa Mesa, CA 92628-1950 Notices shall be deemed effective upon receipt or rejection. 16. Closing. The Closing shall take place at a place and time mutually agreed upon by the parties within thirty (30) days following the date upon which all conditions and contingencies set forth herein are satisfied or waived. Notwithstanding the foregoing, in the event that the Closing has not occurred on, or before, July 1, 2005, either party hereto may terminate this Agreement by written notice to the other, in which event the Deposit shall be returned to Sam's; provided, however, that in the event that the Closing has not occurred because Seller has not recorded the Parcel Map, Sam's shall have the option to continue this Agreement in full force and effect, notwithstanding the fact that Seller may have exercised its right to terminate pursuant to this Section 16. At the Closing, Escrow Holder shall record the Grant Deed and the Option Agreement. 17. Closing Costs. Notwithstanding anything to the contrary contained herein, or in the escrow instructions, the Closing costs shall be paid as follows: By Seller: (a) Expenses of removing any monetary exceptions from title. By Sam's: (a) Cost of the ALTA Survey obtained by Sam's pursuant to Section 4; (b) Title insurance premium for the Policy; (c) Recording fees; 12 W764\000\Doc\Redevelopment Agency\Purchase Agmnt 016.doc (d) All documentary taxes; (e) Costs associated with the Natural Hazards Disclosure Report; and (f) The escrow fee, if any. 18. Time of Essence; Acceptance. Time is expressly declared to be of the essence of this Agreement. 19. Entire Agreement. This Agreement, together with the Option Agreement, contains the entire agreement between Seller and Sam's, and there are no other terms, conditions, promises, undertakings, statements or representations, express or implied, concerning the sale contemplated by this Agreement. 20. Headings. The headings to the Sections hereof have been inserted for convenience of reference only and shall in no way modify or restrict any provisions hereof or be used to construe any such provisions. 21. Modifications. The terms of this Agreement may not be amended, waived or terminated orally, but only by an instrument in writing signed by both Seller and Sam's. 22. Successors. This Agreement shall inure to the benefit of and bind the parties hereto and their respective successors and assigns. Seller shall not assign this Agreement without Sam's consent, which consent may be withheld in Sam's sole discretion. Sam's shall have the unrestricted right to assign this Agreement to any corporation, partnership, limited liability company, company controlled by shares, business trust, or any party or entity which, by virtue of direct or indirect ownership interests, controls, is controlled by, or is under common control with Sam's, which assignment shall only be effective upon the delivery of a fully executed assignment and assumption agreement in the form attached hereto as Exhibit "F", and incorporated herein by reference. 23. Non Foreign Affidavit / Withholding. Seller agrees to execute, at the Closing, the Transferor Form attached hereto as Exhibit "H" and made a part hereof, in compliance with Section 1445 of the Internal Revenue Code. It is understood that if there are multiple Sellers, each Seller shall execute a Transferor Form at the Closing. In addition, Seller agrees to comply with the real estate withholding requirements of the California Franchise Tax Board. 24. Effective Date. The Effective Date of this Agreement and the "Opening of Escrow" shall be the last date on which all parties hereto have executed this Agreement. 25. Recording of Memorandum. The parties agree to execute, acknowledge and record a memorandum of this Agreement, which Sam's covenants to release of record if- (i) Agreement is terminated for any reason (other than Seller's default), or (ii) this Agreement is terminated by Sam's, for any reason. 26. Additional Warranties by Seller. (A) Seller hereby represents and warrants to Sam's that, to Seller's knowledge (as "knowledge" is defined in Section 14.D), the Property is not contaminated with 13 W764\0000oc\Redevelopment AgencyTurchase Agmnt 016.doc any chemical, material or substance to which exposure is prohibited, limited or regulated by any federal, state county, local or regional authority or which is known to pose a hazard to health and safety and that the Property has never been used for a landfill, dump site, or storage of hazardous substances. This representation and warranty shall survive the Closing. (B) As used in this Agreement the term "Hazardous Materials" means any hazardous, toxic, infectious or explosive substance, material, gas or waste which is or becomes regulated by any governmental authority, or the United States Government, or any of their agencies, or which has been identified as a toxic, cancer causing or otherwise hazardous substance. The term "Hazardous Materials" includes, without limitation, any material or substance which is (a) defined as a "hazardous waste", "extremely hazardous waste" or "restricted hazardous waste" under the California Health and Safety Code, Division 20, Chapter 6.5, as it may from time to time be amended (the "Hazardous Waste Control Law"), (b) defined as a "hazardous substance" under the California Health and Safety Code, Division 20, Chapter 6.8 as now existing or hereinafter amended (the "Carpenter -Presley -Tanner Hazardous Substance Account Act"), (c) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under the California Health and Safety Code, Division 20, Chapter 6.95 as presently existing or hereinafter amended (the "Hazardous Materials Release Response Plans and Inventory"), (d) defined as a "Hazardous Substance" under the California Health and Safety Code, Division 20, Chapter 6.7 as presently existing or hereinafter amended (the "Underground Storage of Hazardous Substances Act"), (e) petroleum, (f) polychlorinated biphenyls ("PCB"), (g) asbestos, (h) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, as now existing or hereinafter amended, (i) designated as a "hazardous substance" pursuant to Section 307 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), as presently existing or hereinafter amended, 0) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321), (k) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), as presently existing or hereinafter amended or (1) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), as presently existing or hereinafter amended. 27. Survival. All warranties, representations and covenants herein shall survive the Closing. 28. Condition of Property. It is understood and agreed that Sam's, or its representative, has made an inspection of the Property prior to the execution of this Agreement, and based on that inspection and information which may have been provided by the Seller as to the condition of the Property, has entered into this Agreement. Seller hereby warrants and 14 W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc guarantees that the Property will remain in its present condition, as of the execution of this Agreement to and including the day that title to said Property is transferred to Sam's, subject to the remaining terms and conditions of this Agreement. 29. Dates of Performance. In the event that any date for performance by either party of any obligation hereunder required to be performed by such party falls on a Saturday, Sunday or nationally established holiday, the time for performance of such obligation shall be deemed extended until the next business day following such date. 30. Attorneys' Fees. Notwithstanding anything to the contrary contained herein, in any action or proceeding arising out of this Agreement, each parry shall bear its own attorneys' fees. 31. Prevailing Wage. Although the parties believe that California law does not required the payment of prevailing wages or the hiring of apprentices for Sam's development of the Property, Sam's agrees to be solely responsible for determining and effectuating compliance with California Health and Safety Code Sections 22423 through 33426, or Chapter 1 of Part 7 of the California Labor Code (commencing with section 1720), and all applicable statutory and regulatory provisions related thereto (collectively, the "Wage Laws"), and nothing herein constitutes a representation or warranty by Seller that Sam's development of the Property is not subject to the Wage Laws and Sam's expressly waives any right of reimbursement for any "increased costs" or otherwise under California Labor Code Section 1781 with respect to the Property or Sam's development thereof. Sam's shall indemnify, defend and hold Seller and the City and their respective officers, employees, members, representatives, contractors and agents, harmless, including litigation costs and reasonable attorneys' fees, with counsel reasonably acceptable to Seller and City, from and against any and all claims pertaining to the compliance with the Wage Laws in connection with Sam's use or development of the Property. 32. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 33. Applicable Law / Forum. 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 Seller shall be made in the manner required by law for service on a public entity. Service of process on Sam's shall be made in any manner permitted by law and shall be effective whether served within or outside of California. 34. City as Third Party Beneficiary. The City is an express third party beneficiary of this Agreement with the right, but not the obligation, to enforce its provisions. 35. City Not Obligated Hereunder. The City is not a party to the Agreement and shall have no obligations hereunder. 36. Non -Liability of Seller Officials and Employees. Except as otherwise provided by law, no officer, official, employee, agent, member, or representative of Seller shall be 15 W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc personally liable to Sam's, or any successor in interest, in the event of any default or breach by Seller, or for any amount which may become due to Sam's or its successor, or for any breach of any obligations of Seller pursuant to this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ATTEST: JUN REEK, AG NCY SECRE RY ATTEST: ASSISTANT SECRETARY (CORPORATE SEAL W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc SELLER: LA QUINTA REDEVELOPMENT AGENCY, A PUBLIC BODY, CORPORATE AND POLITIC BY. THOMAS P. GENOVESE ITS: EXECUTI E DIRECTOR DATE: 7 2zle S� APPROVED AS TO FORM: F- R T &TUCKER, M. KATHERINE JE ON, AGENC COUNSEL SAM'S: SAM'S REAL ESTATE BUSINESS TRUST, A DELAWARE STATUTORY TRUST BY: 16 ASST VICE PRESIDENT OF REAL ESTATE DATE: personally liable to Sam's, or any successor in interest, in the event of any default or breach by Seller, or for any amount which may become due to Sam's or its successor, or for any breach of any obligations of Seller pursuant to this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. SELLER: ATTEST: LA QUINTA REDEVELOPMENT AGENCY, A PUBLIC BODY, CORPORATE AND POLITIC BY: JUNE CREEK, AGENCY SECRETARY THOMAS P. GENOVESE ITS: EXECUTIVE DIRECTOR DATE: ATTEST: 4. L!6v� C AssigrANT SECRETARY (CORPORATE SEAL W764\0000oc\Redevelopment Agency\Purchase Agmnt 016.doc APPROVED AS TO FORM: RUTAN & TUCKER, LLP M. KATHERINE JENSON, AGENCY COUNSEL SAM' S: SAM'S REAL ESTATE BUSINESS TRUST, A DELAWARE STATUTORY OF REAL ESTATE DATE: A pro 7r, as to le el teRr8 Only by 16 W ART EGAL DEFT. Date: `f - / 07 - D Sf Exhibit "A" Legal Description All of that certain real property in the City of La Quinta, County of Riverside, State of California, described on that certain Tentative Parcel Map 33588 prepared in March, 2005, by The Keith Companies (the "Tentative Map"), as Parcel 2 and Parcel 3; provided, however, that if the final parcel map that is recorded over the Property (the "Final Map") differs from the Tentative Map, the Property shall be described as Parcel 2 and Parcel 3 of the Final Map. Exhibit "A" to Purchase Agreement Exhibit "A-1" TENTATIVE PARCEL MAP 33588 (DEPICTION OF THE PROPERTY AND ADJACENT PROPERTY) Exhibit "A-1" to Purchase Agreement HlP3RN3AY ITr kit I E 1� Fit !t i Exhibit "A-2" DEPICTION OF CORNER PARCEL AND SOUTHERLY PARCEL Exhibit "A-2" to Purchase Agreement CORNER PARCEL I I I PROPERTY I I I 1 I PROPERTY I I I f I. II I I I I , II , SOUTHERLY PARCEL I , Il I IJ II II DUNE PALMS PROJECT 11 Il , I ROSENOW SPEVECEX GROUP INC. INM sunE NSS! [Af/tW"��— FAO dddMwiirr ,HY �- �- — -#MEN V�9 ---AN1A flSINW ANA. M101•YM 111�h4lS NlN. -���r Exhibit "A-3" GRANT OF EASEMENT AREA Exhibit "A-3" to Purchase Agreement come flwffIND"m -*F-w Log To F. 1-1rjv/ 29-6022 .......... DUNE PALMS GOAD /-Faro» rINK UK Pawn= ir we EMURP. ww sor poi ovocmwm FA &44 'm Lp. WA ti VUU AN its749 W on= A�K W JW" Siam WAM F-2-4 60 o so PROPOSED PARCEL 2 ACCESS EASEMENT EHXIBIT N&SUM ENGINEERING MUGMTS FM FAWRL 3mp 90480 UWASM "la—ewma lY ffmm LA CKJWA SAWS CLUB #4941-W ar-1 1 0*/2vo5 Im Na 1 -J— I Exhibit "B" LAST RECORDED VESTING DEED FOR THE PROPERTY Exhibit "B" to Purchase Agreement Recoroir Requested By First pmeacan Title Comparry RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: DOC sa 0004— OMOTS07 06/30/2004 08:00A Fee:NC Pago i of 9 Doc T Tax Paid Recorded in Official Records County of Riverside Gary L. Orso Assessor, County Clerk i Recorder 111111111111111111111111111111111111111 LA QUINTA REDEVELOPMENT AGENCY 78495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director M u MOE am 9" WCOR A R L co" lCNO IIlfUAID NCNO EJGM SPACE ABOVE THIS LINE FOR RECORDERS USE A ; 1p��'�� r��`�' (Exempt from Recordation Fee per Gov. Code $ 27383) -f4f ! AW-ot / �o T . KW FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, (i) SHIRLEY A. HAMMER, A WIDOW AS TO 48.237%; (ii) WILLIAM J. HAMMER, A SINGLE MAN AS TO 3.526%; (iii) SHIRI.EY A. HAUMER AND WILLIAM JOSEPH HAMMER, JR., AS TRUSTEES OF THE BYPASS TRUST HELD PURSUANT TO THE PROVISIONS OF THE WILL OF JOSEPH W. HAMtvIER, DECEASED AS TO 9.4643%); (iv) SI UZY A. HAUIM AND WILIIAM JOSEPH HAS, JR., AS TRUSTEES OF THE MARTIAL DEDUCTION TRUST A BED PURSUANT TO THE PROVISIONS OF THE WILL OF SAID DECEDENT AS TO 6.3672%; AND (v) SFURIZY A. HAMMER AND j�WKLIAM JOSEPH HAMMER, JR., AS TRUSTEES OF THE MARITAL DEDUCTION IA TRUST B HELD PURSUANT TO THE PROVISIONS OF THE WILL OF JOSEPH W. HAMMER, DECEASED AS TO 32.4055% (jointly, severally, and collectively, the "Grantor"), elk hereby grants to the LA QUINTA RWEVELOPM EM AGENCY, a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.) ("Grantee" ), that certain real property ("Property") located in the City of La Quinta, County of Riverside, State of California, described in the legal description attached hereto as Attach=t, No I, and incorporated herein by this reference, subject to all matters of record, and further subject to the following: W"13610497 1 Description: Riverside, CA Document -Year. DocID 2004.507867 Page: 1 of 9 Order. • kk Comment: Date' . 6 - d -Z-, 2004 Date: U) - ?- A -- -_, 2004 Date•,. - -, 2004 "Seller" (i) SHIRLEY A. HAMMER, A WIDOW AS TO 48.237%; (u) WI111AM J. , A SINGLE MAN AS TO 3.526%; (iii) SIiIRI,EY A. HAMMM AND WILLIAM JOSEPH JR., AS TRUSTEES OF THE BYPASS TRUST HELD PURSUANT TO THE PROVISIONS OF THE WD-L OF JOSEPH W. HAMMER, DECEASED AS TO 9.4643%; (iv) SHIRLEY A. HAMMM AND JOSEPH HAUbIER, JR., AS 'TRUSTEES OF THE MARITAL DEDUCTION TRUST A HELD PURSUANT TO THE PROVISIONS OF THE WUL L OF SAID DECEDENT AS TO 6.3672%; AND (v) SHIRLEY A. H� AND WU11AM JOSEPH HAMM, JR., AS TRUSTEES OF THE MARITAL DEDUCTION TRUST B HELD PURSUANT TO THE PROVISIONS OF THE WILL OF JOSEPH W. HAUMER, DECEASED AS TO 32.4055% By S ley A. , a Widow as to 48.237% William J.Hammer, J ., Single Man as to 3.526% r By: Shiday A. Trustee of the Bypass Trust Held Pursuant to the Provisions of the Will of Joseph W. Hammer, Deceased as to 9.4643% [SIGNATUpM CONTINM ON NEXT PAGE] 11WU6104W -2- 404t.m AMP Description: Riverside, CA Document -Year. DocID 2004.507887 Page: 2 of 9 Order: kk Comment: Date: Cca `-'� . 2004 By:----�-1 William Joseph ., Co- TOtm of the Bypass Trust Held Pursuant to the Provisions of the Will of Joseph W. Hammer, Deceased as to 9.4643% w Date: .2004 By:'SM ey A. H o-Trustee of the Marital Deduction Trust A Held Pursuant to the Provisions of the Will of Said Decedent as to ' 6.3672% Date. Cp ':Iq 2004 Byt William Joseph HamnI4 Jr., Co- rustee of the Marital Deduction Trust A Held Pursuant to the Provisions of the Will of Said Decedent as to 6.3672% Lzzd Date: API- a? 2004 By: Shirley A. Likam, o-Trustee of the Marital Deduction Trust B Held Pursuant to the Provisions of the Will of Joseph W. Hammer, Deceased as to 32.4055% Date: —.2004 Byk William Joseph , Jr., Trustee of the Marital Deduction Trust B Held Pursuant to the Provisions of the Will of Joseph W. Hamner, Deceased as to 32.4055% [SImATUREs CONTfM M oN Nmcr PAeE) �1N pi -3- Description: Riverside, CA Document -Year. DocID 2004. 507687 Page: 3 of 9 Order. kk Comment: I ►: SMI"W I Massa MAN "Buyer" LA QUtNTA REDEVELOPMENT AGENCY, a public body, corporate and politic By:'. Executive Director (Faro PF s1GNATVRM) 4- Description: Riverside, CA Document -Year. DocID 2004. 5r07887 Page. 4 of 9 Order. kk Comment: GRANTS 79 ACCEPTANCE This is tp certify that the interest ia real property conveyed by the Grant Deed dated ,-f 2004, from (i) SHIRLEY A. HAMMER, A WIDOW AS TO 49.237 o.; (it) WILLIAMM J. HAMMER, A SINGLE MAN AS TO 3.526%; (iii) SHIRLEY A. HAMMER AND WILLIAM JOSEPH HAMMER, JR., AS TRUSTEES OF THE BYPASS TRUST HELD PURSUANT TO THE PROVISIONS OF THE WILL OF JOSEPH W. HAMMER, DECEASED AS TO 9.4643%; (iv) SHIRLEY A. HAMMER AND WILLIAM JOSEPH HAMMER, JR., AS TRUSTEES OF THE MARITAL DEDUCTION TRUST AS HELD PURSUANT TO THE PROVISIONS OF THE WILL OF SAID DlaCEDENT AS TO 6.3672%; AND (v) SHIRLEY A. HAMMER AND WILLIAM JOSEPH HAMMER, JR., AS TRUSTEES OF THE MARITAL DEDUCTION TRUST B HELD PURSUANT TO THE PROVISIONS OF THE WILL OF JOSEPH W. HAMMER, DECEASED AS TO 32.4055% (jointly, collectively, and severally, the "Grantor'), to the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to authority conferred by Resolution No. 2002-12, adopted by the Agency Board of Directors on June 18, 2002, and the Grantee consents to recordation thereof by its duly authorized officer. La Q u i AO, RCA -VC lopes►+ t J o.,ed: 6 2 9 0 U2 013610-W47 $18147.01 OM3M -I- V � 1Z Executive Director Description: Riverside, CA Document -Year. DoclD 2004. 507887 Page: 5 of 9 Order., kk Comment: STATE OF CALIFORNIA ) ) ss COUNTY OF RIVERSIDE On ._( Z f �� , before me, personally appeared . , _ . personally known to me (or proved to on the basis of satisfactory evidence) to be the persons) whose name(s) is/�c�subscribcd to the within instrument and acknowledged to me that c ` executed the same in himberlt� �' iuthorized capacity(ics), and that by taafh ieu sipature(s) on the instrument the person(s) or the entity upon behalf of which the persons) acted, executed the instrument. Witness my hand and official seal. C�i�INI iris • Os�■w ;iFez-1�RPEALI STATE OF CALIFORNIA ) ss COUNTY OF RIVERSIDE ) On before me, --' personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) i knee) to be to me he hat person(s) whose name(s) is/am subscribed to the within insavmen &� he/she/they executed the same in his/her/their authorized capacity(iesof which thend that by n(s) signature(s) on the instrument the person(s) or the entity upon behalfP acted, executed the instrument. Witness my hand and official seal. Notary Public (SEAL] „W -s- ,"3.1.05 „M04 Description: Riverside, CA Document -Year. DociD 2004.507887 Page: 6 of 9 Order. • kk Comment: ILLEGIBLE NOTARY SEAL DECLARATION Government Code Section 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement attached reads as follows: Name of Notary: S. Lopez Date Commission Expires: Max 24, 2008 Notary Identification No: (for Notaries commissioned at 111192) #lq&W3 ManufacturerNendor Identification No: (for Notaries commissioned at 1/1/92) Place of Execution of this Declaration: FIR§T AMERICAN TITLE Date: Jung 24, 2004 FIR$T AMERICAN TITLE INSURANCE COMPANY a& Authorized Signatory Description: Riverside, CA Document- Year. DoclD 2004.507687 Page: 7 of 9 Order. • kk Comment: STATB OF CALMORNIA ) COUNTY OF PJVERSmE pexsonally )mown to trio to be die person(s) whose name(s) is/49-subw ibed to the within insumment and'admowledged to roe that lrj executed the same in hi&4wWreirsnthodzed capacity), and that by Ns/ise signal m(s) on the instrument the personis) or the entity upon behalf of which the persons) acted, executed the instrument. ofoiai weal, c MWlbd n M IV44.58 ; : la�t+oey Public - CaRtorrio L%-Q'W-4 RIMIde Gourrly s� 00 M�. e�� 17=4 No If c [SEAL) STATE OF CALEPOP141A ) )W COUNTY OF RrvM=E ) on _ before me. Imonally appeared puzongy )mown to me (or proved to mo on the basis of aaWactory evidence) to be the pmon(s) whose name(s) Wan subscribed tq the within instrument and acknowledged to me that . heldWthey executed the same in his/haz/ h* authorized capacity(ies), and that by his/hedtheis sipadu+e(s) on the utstrwment the persons) or the entity upon behalf of which the penon(s) acted, executed the inapt. Witness my hand and official seal. Notary Public MaQW04M 4w4ur MAG Description: Riverside, CA Document -Year. DocID 2004. 537887 Page: 8 of 9 Order., kk Comment: Order Number: NCS-69157RIv Real property in the City of La Quintal County of Riverside, State of California, described as follows: PARCEL 1: THE EASTERLY 330 FEET OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY APPROVED JULY 15, 1856; EXCEPTING THEREFROM THE EASTERLY 30 FEET, AS GRANTED TO THE COUNTY OF RIVERSIDE FOR ROAD PURPOSES BY DEED RECORDED APRIL 91 1952 IN BOOK 1358, PAGE 240 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; PARCEL 2: THE EASTERLY 660 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY APPROVED JULY 15, 1856; EXCEPTING THEREFROM THE EASTERLY30 FEET AS GRANTED TO THE COUNTY OF RIVERSIDE FOR ROAD PURPOSES BY DEED RECORDED APRIL 9, 1952 IN BOOK 1358, PAGE 240 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; APN: 649-030-034 First American 77de Insurance Company Description: Riverside, CA Document-Year.DoclD 2004.507887 Page. 9 of 9 Order., kk Comment: Exhibit "C" Instructions to Professional Surveyors for the Performance of Sam's Boundary Retracement and Topographic Surveys, (New, Relocation, Expansion, Take -Over, etc) Dated February 5, 2001 Introduction: It shall be understood by all Surveyors providing professional surveying services to Wal * Mart Stores, Inc. that the resultant Boundary Retracement and Topographic Surveys contemplated by these standards shall be utilized and relied upon by Wal * Mart Stores Inc. and its various ownership entities for, but not limited to, the following purposes: 1. The evaluation of and ultimately to affect the acquisition of interests in real property to support the operation of a commercial retail facility (i.e., Sam's Club, Division One, Supercenter, Neighborhood Market, Distribution Center, and their various respective prototypes). 2. To serve as the foundation for the conveyance by Wal * Mart of various interests in real property. 3. To serve as the bases of the engineering design of said facilities and appurtenances, and 4. To serve as a source of information for the management, operations, and maintenance of said facilities. The services required by these standards shall only be provided by qualified personnel under the supervision of, or performed directly by, persons licensed to practice in the jurisdiction wherein the project is located. All services shall reasonably conform to applicable laws, codes, ordinances, and regulations of any governmental agency having jurisdiction over the project at the time services are rendered. In contrast to the 1999 ALTA/ACSM Standards regarding "Record Documents" the Surveyor is hereby advised that Wal *Mart will only provide for the Surveyor's use a current title commitment (with documents supporting relevant Schedule B2 items), and/or for expansion projects, an Ownership and Encumbrance Report and copies of the current deed of record for the subject premises and its adjoiners. The Surveyor is advised, however, that the title commitment or Ownership and Encumbrance Report may not be available prior to commencement of the survey nor, in some cases, prior to initial completion of the survey. In such cases, the surveyor shall deliver a pro -forma version of the plat of survey indicating that fact. When the title commitment or Ownership and Encumbrance Report and associated documents are subsequently provided, the Surveyor shall update the plat of survey to reflect easements and other appropriate matters of record reflected therein and deliver such update within 15 days of the receipt of the Exhibit "C" to Purchase Agreement - Page 1 title commitment. The effective date, commitment or Ownership and Encumbrance Report number, and issuing Title Company shall be identified on the face of the survey. If, in the course of performing the survey, the Surveyor recognizes the need for records research or additional record documents not already provided, a request to the Sam's Engineering Manager shall be made for such information. If it is determined that the required information will not be forthcoming in a timely manner, the Surveyor shall be responsible to perform the necessary research and obtain copies himself, or to otherwise obtain the required information in order that the survey may be completed by the required date. If after a complete evaluation and investigation, the Surveyor feels any of the resulting boundary corners and lines have, in his or her opinion, an unacceptable amount of uncertainty in position, this situation shall be clearly reported to the Sam's Engineering Manager prior to completion of the survey. The Surveyor shall maintain a record of all sources of information utilized in the performance of the survey. As a minimum, the surveys and accompanying plats or maps shall be made in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys and shall include items 1-6, 7a, 8, 10, 11 b, 13, 15 and 17 of Table A as further qualified and amplified below, and shall be in accordance with the then -current "Accuracy Standards for Land Title Surveys" as adopted by the American Congress on Surveying and Mapping, the National Society of Professional Surveyors, and the American Land Title Association. Should local standards be more stringent than the standards contained herein, then said local standards shall prevail. Table A — Optional Survey Responsibilities and Specifications Item 1 The Surveyor shall monument all corners of the property (for which there does not already exist a reliably permanent monument or witness in agreement). The size, length, weight and identification of monuments set shall be in accordance with any State/local-specific standards; however, at a minimum the monuments placed shall not be less than a 3/ inch diameter iron pin, 24 inches in length with a cap identifying the Surveyor/Firm and set in concrete. Disturbance to the monument site shall be kept to a minimum and any disturbed areas shall be returned to a condition similar or equal to that existing prior to the disturbance. The Survey shall list a notation as to the date(s) the monuments were set and establish a chain of privity between any existing monuments which are replaced. Item 2 Vicinity map showing the property surveyed in reference to nearby highway(s) or major street intersection(s). Exhibit "C" to Purchase Agreement - Page 2 Item 3 Flood zone designation (with proper annotation based on Federal (FEMA, FIRM) Flood Insurance Rate Maps or the state or local equivalent, by scaled map location and graphic plotting only.) Item 4 Land area in square feet rounded to the nearest whole foot and acres rounded to the nearest 2 decimal places. Item 5 • The vertical datum of the survey shall be identified, with preference given to National Geodetic Vertical Datum (NGVD) 1929. • The originating benchmarks (2) shall be identified and at least two (2) benchmarks placed upon the site. • The topographic survey shall include elevations at an appropriate density for the final map scale of the survey (see National Map Accuracy Standards) with overlap onto adjoiners of one hundred (100) feet (assuming a Right of Entry can be obtained), including the location of any substantial, visible improvements in the overlap areas. • Any trees with a diameter at breast height (DBH) of 24 inches or greater located on the subject property or within 50' of the outside of the boundary, shall be identified and shown as a separate overlay sheet to the plat of survey and on a separate layer in the digital file, and all tree locations shall conform to the requirements of any local codes and/or ordinances. • Elevations shall be obtained at a minimum on 50 foot intervals at the centerline, top of curb, gutter, edge of pavement, edge of shoulder and flow line of any appurtenant drainage feature along both sides of all adjoining roads, streets and highways. • For all adjoining streets, roads and highways, the type of pavement, width and condition of driving surface, curbs, shoulders and sidewalks, painted and raised pavement markings, and speed limits shall be indicated. The location and dimensions of existing through lanes/medians shall also be shown. • Contour lines at a one -foot interval shall be shown as solid lines and in accordance with National Map Accuracy Standards. Contour lines shall extend throughout the one hundred (100) foot overlap area discussed above. Item 6 Exhibit "C" to Purchase Agreement - Page 3 Identify, and show if possible, setback, height and floor space area restrictions of record or disclosed by applicable zoning or building codes (in addition to those recorded in subdivision plats). Landscape buffers affecting the property shall be identified. If none, so state. Item 7a Exterior dimensions of all existing structures at ground level. Item 8 Substantial, visible improvements (in addition to buildings) such as signs, billboards, fences, parking areas or structures, swimming pools, etc. Also, any footpaths or other visible indices of use by other parties. Item 10 Indication of access to a public right-of-way such as curb cuts and driveways. Item 11b Location of all utilities existing on or serving the surveyed property as determined by observed evidence together with plans and markings provided by client, utility companies, and other appropriate sources (with reference as to the source of information). When not otherwise observable, the Surveyor shall request (and report on the plat of survey) information as to depth of cover, type and size and condition of above ground and underground utilities from the appropriate sources of such information. Type, condition and size of pipes, invert elevations, top of casting elevations and flow direction shall be obtained and reported on sanitary and storm sewers on the surveyed property or which appear to, or are known to, affect the subject property. Where storm sewer, sanitary sewer, electric, water, telephone, gas or cable TV service is not located on the surveyed property or is not otherwise located in adjoining public rights of way or recorded easements, the Surveyor shall report this fact to the Wal *Mart Engineering Manager to determine an appropriate course of action. The names, addresses and telephones numbers of the appropriate officials for all associated utility companies and local government agencies, including the appropriate highway department(s) shall be provided. lands. Item 13 Names and recording information of adjoining owners of both platted and unplatted Exhibit "C" to Purchase Agreement - Page 4 Item 15 Any changes in street right of way lines either completed or currently proposed, and available from the controlling jurisdiction. Observable evidence of recent street or sidewalk construction or repairs. Item 17 Additional Requirements • With respect to found monumentation discovered during the course of the survey, the plat or map of survey shall disclose the type of monument material, its size, condition, and the Surveyor's opinion as to its relevant spatial position. • If the surveyed property is comprised of multiple parcels, the record description of each parcel together with a description of the overall parcel and a statement that the overall parcel description is equivalent to the sum of the multiple parcels shall be shown on the face of the survey. • The legal description of the survey must match the legal description of the Title Commitment and the vesting deed upon which the survey is based. • If the survey is comprised of multiple parcels, it shall be stated on the survey that the parcels are contiguous with no hiatuses or overlaps. • The Surveyor shall graphically depict and give the recording information for any easements identified in the title commitment or Ownership and Encumbrance Report of which the Surveyor has knowledge, even if it does not appear in the title commitment or Ownership and Encumbrance Report. If the title commitment is not available at the time of initial completion of the plat of survey, the Surveyor shall deliver the plat of survey pro forma and so noted. When the title commitment or Ownership and Encumbrance Report has been made available, the Surveyor shall update the plat of survey to show the easements and other appropriate matters of record, with their associated recording information identified therein and deliver such update within 15 days of receipt of the title commitment or Ownership and Encumbrance Report. The effective date, commitment number and issuing Title Company of the title commitment or Ownership and Encumbrance Report shall be identified on the face of the plat of survey. In addition to the standard ALTA/ACSM certification, the survey must contain a certification to the Title Company, the Title Underwriter, and Wal * Mart. • The survey shall be drawn on 24" by 36" or 30" by 42" (or other plan size designated by the local governmental jurisdiction or Civil Engineering Manager) reproducible tracing material at a horizontal scale of 1 =30 , 111=401, 1 =50 , or 1 "=60'. The Surveyor shall also provide a .dwg or .dxf digital copy of the plat of survey on a 3.5" diskette, or compact disc (CD). Exhibit "C" to Purchase Agreement - Page 5 • The survey shall state the horizontal datum of the survey, with preference given to the respective State Plane Coordinate System (NAD 83) and the bearing basis of the survey, with preference given to State Plane Coordinate System, grid north. • Upon award of the contract, the Surveyor will coordinate with the Civil Engineering Consultant's Project Manager as to the proper scale, orientation, and sheet size of the final survey drawings. And for expansions, the additional following requirements shall apply: record. Delineate extent of pavement deterioration as defined by the engineer of Show location and actual lengths of sides of buildings, sidewalks, truck dock and/or truck well, porches, garden center, trash and bale storage areas, etc. Show location and dimensions of the parking lot and dimensions to adjacent property lines. Include the layout of the lot striping, sidewalks, curbing, landscape islands, medians, entrances, and total number of parking spaces provided for the shopping center and Sam's parcel. Show location of all existing parking lot lighting, indicate the orientation and number of heads per pole, and note the presence of any floodlights for all poles located within survey limits. Show the location of the pylon sign if within the survey limits. Obtain finished floor elevations at truck dock(s), at grade delivery door(s), vestibule(s), garden center, and TLE. Locate downspouts, and fire department connections(s). Some other things that could be relevant and needed would include, but would not be limited to, the following: I . Exterior ground accent lighting; 2. Irrigation systems; 3. Door locations and types; 4. Types of existing curbing; 5. Existing landscaping including sizes and types (when determinable at least) of trees, shrubs and other plantings; Exhibit "C" to Purchase Agreement - Page 6 6. Existing pylon and building sign size / square footage including shopping center pylon signage (we may want to grandfather larger existing signage); 7. Verification of inverts and pipe types on drainage structures to include notifying W/M in the event structures are full of sediment or otherwise impaired; 8. Provide the legal description of the demised premises; 9. Obtain light pole data on the rest of the shopping center (the real estate manager usually gets the center owner to replace lights in the rest of the center); 10. Light pole data should include existing pole height; 11. Verify the town requirements for submittal packages as to whether they will require a survey of the entire shopping center or just the demised premises; 12. Provide overall shopping center map depicting truck traffic routing and curb radii; 13. Provide adequate elevation information along the building faces and curbline such that pavement overlay, pavement shim calculations, customer access, etc., can be designed; 14. Provide complete information regarding storm water detention outlet control devices (orifice diameter/elevation, weir width/shape/elevation, riser geometry, etc.) such that hydraulic characteristics can be determined. • Where a drawing requires a match line, the CADD file shall be broken out in "Views" in paper space for plotting purposes. If this format is not possible, a "base file" for civil use, will be required in its entirety, as well as drawings broken out for plotting. Softdesk spot points are preferred but where this is not possible, ACAD nodes with a "Z" factor that can be converted to Softdesk points will be required. • When the site plan indicates that the development will include outlots separate from the primary development, and when any new easements will cross such outlots, the Surveyor shall describe such easements with separate descriptions for each distinctive part of the development or ownership entity involved and traversed by each easement. Typically the surveryor has no way to know where proposed easements will be needed or how many will be required at the time the topographic survey is performed. For this reason, this item will typically be handled through an amendment to the Contract and not be included in the original proposal for services. Exhibit "C" to Purchase Agreement - Page 7 MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS as adopted by American Land Title Association American Congress on Surveying & Mapping and National Society of Professional Surveyors It is recognized that members of the American Land Title Association (ALTA) have specific needs, peculiar to title insurance matters, which require particular information for acceptance by title Insurance companies when said companies are asked to insure title to land without exceptions as to the many matters which might be discoverable from survey and inspection and not be evidenced by the public records. In the general interest of the public, the surveying profession, title insurers and abstracters, ALTA, the American Congress on Surveying and Mapping (ACSM) and the National Society of Professional Surveyors, Inc. (NSPS) jointly promulgate and set forth such details and criteria for standards. It is understood that local variations may require local adjustments to suit local situations, and often must be applied. It is recognized that title insurance companies are entitled to rely upon the survey furnished to them being of the appropriate professional quality, both as to completeness and as to accuracy. It is equally recognized that for the performance of a survey, the surveyor will be provided with appropriate data which can be relied upon in the preparation of the survey. For a survey of real property and the plat or map of the survey to be acceptable to a title insurance company for purposes of insuring title to said real property free and clear of survey matters (except those matters disclosed by the survey and indicated on the plat or map), certain specific and pertinent information shall be presented for the distinct and clear understanding between the client (insured), the title insurance company (insurer), and the surveyor (the person professionally responsible for the survey). These requirements are: 1. The client shall request the survey or arrange for the survey to be requested and shall provide a written authorization to proceed with the survey from the person responsible for paying for the survey. Unless specifically authorized in writing by the insurer, the insurer shall not be responsible for any costs associated with the preparation of the survey. The request shall specify that an 'ALTA/ACSM LAND TITLE SURVEY' is required, meeting the then -current accuracy standards jointly adopted by ALTA, ACSM and NSPS. The request shall also designate which of the optional Items listed in Table A are to be incorporated. The request shall set forth the record description of the property. Complete copies of the record description of the property, any record easements benefiting the property, the record easements or servitudes and covenants affecting the property ("Record Documents"), documents of record referred to in the Record Documents, and any other documents containing desired appropriate information affecting the property being surveyed and to which the survey shall make reference shall be provided to the surveyor for notation on the plat or map of survey. Exhibit "C" to Purchase Agreement - Page 8 2. The plat or map of such survey shall bear the name, address, telephone number, and signature of the professional land surveyor who made the survey, his or her official seal and registration number, the date the survey was completed and the dates of all revisions, and the caption 'ALTA/AC SM Land Title Survey' with the certification set forth in paragraph 8. 3. An "ALTA/ACSM LAND TITLE SURVEY" shall be in accordance with the then - current 'Accuracy Standards for Land Title Surveys" (Accuracy Standards) as adopted, from time to time, by the American Congress on Surveying and Mapping, the National Society of Professional Surveyors, and the American Land Title Association and Incorporated herein by reference. 4. On the plat or map of an 'ALTA/ACSM LAND TITLE SURVEY,' the survey boundary shall be drawn to a convenient scale, with that scale clearly indicated. A graphic scale, shown in feet or meters or both, shall be Included. A north arrow shall be shown and when practicable, the plat or map of survey shall be oriented so that north is at the top of the drawing. Symbols or abbreviations used shall be identified on the face of the plat or map by use of a legend or other means. If necessary for clarity, supplementary or exaggerated diagrams shall be presented accurately on the plat or map. The plat or map shall be a minimum size of 8'/2 by II inches. 5. The survey shall be performed on the ground and the plat or map of an 'ALTA/ACSM LAND TITLE SURVEY" shall contain, in addition to the required Items already specified above, the following applicable information: (a) All data necessary to indicate the mathematical dimensions and relationships of the boundary represented, with angles given directly or by bearings, and with the length and radius of each curve, together with elements necessary to mathematically define each curve. The point of beginning of the surveyors description shall be shown as well as the remote point of beginning if different. A bearing base shall refer to some well -fixed bearing line, so that the bearings may be easily re-established. All bearings around the boundary shall read in a clockwise direction wherever possible. The North arrow shall be referenced to its bearing base and should that bearing base differ from record title, that difference shall be noted. (b) When record bearings or angles or distances differ from measured bearings, angles or distances, both the record and measured bearings, angles, and distances shall be clearly indicated. If the record description fails to form a mathematically closed figure, the surveyor shall so indicate. (c) Measured and record distances from corners of parcels surveyed to the nearest right-of-way lines of streets in urban or suburban areas, together with recovered lot corners and evidence of lot corners, shall be noted. The distances to the nearest intersecting street shall be indicated and verified. Names and widths of streets and highways abutting the property surveyed and widths of rights of way shall be given. Any use contrary to the above shall be noted. Observable evidence of access (or lack thereof to such abutting streets or highways shall be Exhibit "C" to Purchase Agreement - Page 9 indicated. Observable evidence of private roads shall be so indicated. Streets abutting the premises, which have been described in Record Documents, but not physically opened, shall be shown and so noted. (d) The identifying titles of all recorded plats, filed maps, right of way maps, or similar documents which the survey represents, wholly or in part. shall be shown with their appropriate recording data, filing dates and map numbers, and the lot, block, and section numbers or letters of the surveyed premises. For non -platted adjoining land, names, and recording data identifying adjoining owners as they appear of record shall be shown. For platted adjoining land, the recording data of the subdivision plat shall be shown. The survey shall indicate platted setback or building restriction lines which have been recorded in subdivision plats or which appear in a Record Document which has been delivered to the surveyor. Contiguity, gores, and overlaps along the exterior boundaries of the surveyed premises, where ascertainable from field evidence or Record Documents, or interior to those exterior boundaries, shall be clearly indicated or noted. Where only a part of a recorded lot or parcel is included in the survey, the balance of the lot or parcel shall be indicated. (e) All evidence of monuments shall be shown and noted to Indicate which were found and which were placed. All evidence of monuments found beyond the surveyed premises on which establishment of the corners of the surveyed premises are dependent, and their application related to the survey shall be indicated. (f) The character of any and all evidence of possession shall be stated and the location of such evidence carefully given in relation to both the measured boundary lines and those established by the record. An absence of notation on the survey shall be presumptive of no observable evidence of possession. (g) The location of all buildings upon the plot or parcel shall be shown and their locations defined by measurements perpendicular to the boundaries. If there are no buildings erected on the property being surveyed, the plat or map shall bear the statement, 'No buildings.' Proper street numbers shall be shown where available. (h) All easements evidenced by a Record Document which have been delivered to the surveyor shall be shown, both those burdening and those benefiting the property surveyed, indicating recording information. If such an easement cannot be located, a note to this effect shall be included. Observable evidence of easements and/or servitudes of all Iands, such as those created by roads; rights -of -way; water courses; drains; telephone, telegraph, or electric lines; water, sewer, oil or gas pipelines on or across the surveyed property and on adjoining properties if they appear to affect the surveyed property, shall be located and noted. If the surveyor has knowledge of any such easements and/or servitudes, not observable at the time the present survey is made, such lack of observable evidence shall be noted. Surface indications, if any, of underground easements and/or servitudes shall also be shown. Exhibit "C" to Purchase Agreement - Page 10 (i) The character and location of all walls, buildings, fences, and other visible improvements within five feet of each side of the boundary lines shall be noted. Without expressing a legal opinion, physical evidence of all encroaching structural appurtenances and projections, such as fire escapes, bay windows, windows and doors that open out, flue pipes, stoops, eaves, cornices, areaways, steps, trim, etc., by or on adjoining property or on abutting streets, on any easement or over setback lines shown by Record Documents shall be indicated with the extent of such encroachment or projection. If the client vashes to have additional information with regard to appurtenances such as whether or not such appurtenances are independent, division, or party walls and are plumb, the client will assume the responsibility of obtaining such permissions as are necessary for the surveyor to enter upon the properties to make such determinations. (j) Driveways and alleys on or crossing the property must be shown. Where there is evidence of use by other than the occupants of the property, the surveyor must so indicate on the plat or map. Where driveways or alleys on adjoining properties encroach, in whole or in part, on the property being surveyed, the surveyor must so indicate on the plat or map with appropriate measurements. (k) As accurately as the evidence permits, the location of cemeteries and burial grounds (I) disclosed in the process of researching title to the premises or (II) observed in the process of performing the field work for the survey, shall be shown. (1) Ponds, lakes, springs, or rivers bordering on or running through the premises being surveyed shall be shown. 6. As a minimum requirement, the surveyor shall furnish two sets of prints of the plat or map of survey to the title insurance company or the client. If the plat or map of survey consists of more than one sheet, the sheets shall be numbered, the total number of sheets indicated and match lines shall be shown on each sheet. The prints shall be on durable and dimensionally stable material of a quality standard acceptable to the title insurance company. At least two copies of the boundary description prepared from the survey shall be similarly furnished by the surveyor and shall be on the face of the plat or map of survey, if practicable, or otherwise attached to and incorporated in the plat or map. Reference to date of the 'ALTA/ACSM LAND TITLE SURVEY,' surveyor's file number (if any), political subdivision, section, township and range, along with appropriate aliquot parts thereof, and similar information shown on the plat or map of survey shall be Included with the boundary description. 7. Water boundaries necessarily are subject to change due to erosion or accretion by tidal action or the flow of rivers and streams. A realignment of water bodies may also occur due to many reasons such as deliberate cutting and filling of bordering lands or by avulsion. Recorded surveys of natural water boundaries are not relied upon by title insurers for location of title. When a property to be surveyed for title Insurance purposes contains a natural water boundary, the surveyor shall measure the location of the boundary according to appropriate surveying methods and note on the plat or map the date of the measurement and the caveat that the boundary is subject to change due to natural causes and that it may or may not represent the Exhibit "C" to Purchase Agreement - Page 11 actual location of the limit of title. When the surveyor is aware of changes in such boundaries, the extent of those changes shall be identified. 8. When the surveyor has met all of the minimum standard detail requirements for an ALTA/ACSM Land Title Survey, the following certification shall be made on the plat: To (name of client), (name of lender, if known), (name of title insurance company, if known), (name of others as instructed by client): This is to certify that this map or plat and the survey on which it Is based were made in accordance with 'Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys' jointly established and adopted by ALTA, ACSM and NSPS in 1999, and includes Items 1-6, 7a, 8, 10, 11 b, 13, 15 and 17 of Table A thereof. Pursuant to the Accuracy Standards as adopted by ALTA, NSPS, and ACSM and in effect on the date of this certification, undersigned further certifies that [Surveyor to complete certificate with the appropriate ONE of the following three phrases] • the Positional Uncertainties resulting from the survey measurements made on the survey do not exceed the allowable Positional Tolerance. • the survey measurements were made in accordance with the "Minimum Angle, Distance, and Closure Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM Land Title Surveys. " proper field procedures, instrumentation, and adequate survey personnel were employed in order to achieve results comparable to those outlined in the "Minimum Angle, Distance, and Closure Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM Land Title Surveys. " Date: (signed) (seal) Registration No. Adopted by American Land ride Association on October 6, 1999. Adopted by Board of Directors, American Congress on Surveying and Mapping on October 20, 1999. Adopted by. Board of Directors, National Society of Professional Surveyors on October 19, 1999. American Land Title Association, 1828 L St., N. W, Suite 705, Washington, D.C. 20036. American Congress on Surveying and Mapping, 5410 Grosvenor Lane, Bethesda, MD 20814 National Society of Professional Surveyors, 5410 Grosvenor Lane. Bethesda. MD 20814 Exhibit "C" to Purchase Agreement - Page 12 (ALTA99) Exhibit "C" to Purchase Agreement - Page 13 TABLE A OPTIONAL SURVEY RESPONSIBILITIES AND SPECIFICATIONS NOTE., The items of Table A must be negotiated between the surveyor and client. It may be necessary for the surveyor to qualify or expand upon the description of these items e.g., in reference to Item 6, there may be a need for an Interpretation of a restriction. The surveyor cannot make a certification on the basis of an Interpretation. If checked, the following optional items are to be Included In the ALTA/ACSM LAND TITLE SURVEY. 1. Monuments placed (or a reference monument or witness to the corner) at all major corners of the boundary of the property, unless already marked or referenced by an existing monument or witness to the corner. 2. Vicinity map showing the property surveyed in reference to nearby highway(s) or major street intersection(s). 3. Flood zone designation (with proper annotation based on Federal Flood Insurance Rate Maps or the state or local equivalent, by scaled map location and graphic plotting only.) 4. Land area as specified by the client. 5. Contours and the datum of the elevations. 6. Identify and show if possible, setback, height, and floor space area restrictions of record or disclosed by applicable zoning or building codes (in addition to those recorded in subdivision maps). If none, so state. 7. (a) Exterior dimensions of all buildings at ground level (b) Square footage of: 1) exterior footprint of all buildings at ground level 2) gross floor area of all buildings 3) other areas to be defined by the client (c) Measured height of all buildings above grade at a defined location. If no defined location is provided, the point of measurement shall be shown. 8. Substantial, visible improvements (in addition to buildings) such as signs, parking areas or structures, swimming pools, etc. 9. Parking areas and, if striped, the striping and the type (e.g. handicapped, motorcycle, regular, etc.) and number of parking spaces. Exhibit "C" to Purchase Agreement - Page 14 10. Indication of access to a public way such as curb cuts and driveways. 11. Location of utilities (representative examples of which are shown below) existing on or serving the surveyed property as determined by: (a) Observed evidence (b) Observed evidence together with plans and markings provided by client, utility companies, and other appropriate sources (with reference as to the source of information) • railroad tracks and sidings; • manholes, catch basins, valve vaults or other surface indications of subterranean uses; • wires and cables (including their function) crossing the surveyed premises, all poles on or within ten feet of the surveyed premises, and the dimensions of all crosswires or overhangs affecting the surveyed premises, and • utility company installations on the surveyed premises. 12. Governmental Agency survey -related requirements as specified by the client. 13. Names of adjoining owners of platted lands. 14. Observable evidence of earth moving work, building construction or building additions within recent months. 15. Any changes in street right of way lines either completed or proposed, and available from the controlling jurisdiction. Observable evidence of recent street or sidewalk construction or repairs. 16. Observable evidence of site use as a solid waste dump, sump or sanitary landfill. 17. Exhibit "C" to Purchase Agreement - Page 15 Exhibit "D" REAL PROPERTY TAX GUIDELINES FOR WAL-MART BUILT STORES WAL-MART REAL ESTATE BUSINESS TRUST 2001 SE LOTH STREET BENTONVILLE, AR 72716-0550 The following items are to be completed by the Closing Agent - Seller IMMEDIATELY after the closing date for the property located at: (Address) 1. File the deed with the County Clerk and the Tax Assessor. 2. Notify the tax assessor of the change of ownership of the property and file a plat, if the jurisdiction requires, or file a certified survey with the assessor that outlines and describes Sam's parcel. The Real Estate Manager will provide you with a plat if the jurisdiction requires a plat for taxing purposes. Additionally, indicate the tax identification number, if available, for Sam's parcel. If the tax identification number is not available at this time, then specify a future date when it will be available. Tax I.D.#: Future date: 3. Notify the tax assessor that the tax statements are to be sent to: Wal-Mart Stores, Inc. Property Tax Department - 8013 Mail Stop No.: 0550 1301 S.E. 10t' Street — (Store No., Bentonville, AR 72716-0550 Note: Make sure that our deed reflects this same address and accounting format. 4. Is this property located within the city limits? Yes: ; No: If no, will this property be annexed into the city limits prior to the opening for business of the building to be constructed on the property? Yes: , No: Exhibit "D" to Purchase Agreement — Page 1 5. Obtain details of any special assessments that may encumber the property and record below, including assessment start and assessment end dates, yearly assessments, and total special assessments due. 6. Please provide the following information on the taxing authorities which may tax Sam's parcel. COUNTY: CITY: SCHOOL DISTRICT: OTHER: Name: Address: Phone #: Tax Yr. Begins: Tax Yr. Ends: Tax Billing Date (s): Tax Delin- quency Date: 7. Execute this document and return it to the Real Estate Manager upon completion of items # 1 - 6. Thank you for your cooperation in this matter. By signing below, you are indicating that you have accurately and completely fulfilled the above requests. DATE: IMP (CLOSING AGENT - SELLER ADDRESS: PHONE #: Exhibit "D" to Purchase Agreement — Page 2 Exhibit "E" OPTION AGREEMENT Exhibit "E" to Purchase Agreement FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director (SPACE ABOVE THIS LINE rUx xtc;uxU11NU u�Irl) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383) OPTION AGREEMENT THIS OPTION AGREEMENT ("Option Agreement") is made this day of , (the "Effective Date"), by SAM' S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. Developer is the fee owner of that certain real property located in the City of La Quinta, County of Riverside, State of California described in Exhibit "A", which is attached hereto and incorporated herein (the "Property"), as well as certain real property located adjacent to the Property as described in Exhibit "A-1 ", attached hereto and incorporated herein (the "Adjacent Property"). B. Developer acquired the Property (the "Agency Portion Of The Site") from the La Quinta Redevelopment Agency ("Agency"), pursuant to that certain Purchase Agreement (the "Agency Purchase Agreement") entered into between Developer and Agency on , 2005. Developer acquired the Adjacent Property from Stamko Development Co., a California limited partnership ("Stamko"), pursuant to that certain Purchase Agreement entered into between Developer and Stamko on , 2005. C. Prior to Developer pulling a building permit, Developer intends to merge the Property and Adjacent Property into one (1) or two (2) legal parcels and to construct thereon a discount membership warehouse. D. As a condition to the Agency's conveyance of the Property to Developer, Developer was required to grant to Agency an option to purchase the Property (and the Adjacent Property, if the Property and Adjacent Property have been merged) from Developer, if Developer fails to construct thereon a discount membership warehouse within a specified time frame. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and conditions contained in the Purchase Agreement, Developer hereby grants to Agency the following purchase option: Exhibit "E" to Purchase Agreement — Page 1 Purchase Option - Failure to Complete Construction Developer hereby grants to Agency an exclusive option ("Purchase Option") to purchase the Site (as hereinafter defined) if, subject to Sections 2(d) and 2(e) below, Developer fails to complete construction of a discount membership warehouse on the Site (for purposes of this Option Agreement, "completion of construction" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy) on, or before, the date that is Two and One -Half (2.5) years from the Effective Date of this Option Agreement (the "Completion Deadline"). In the event of Developer's failure to complete construction of a discount membership warehouse on the Site by the Completion Deadline, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option in accordance with the provisions set forth herein. For purposes of this Option Agreement, the "Site" shall mean and refer to the Property, until such time as the Property is merged with the Adjacent Property, and thereafter, shall refer to both the Property and the Adjacent Property. (a) Agency's Request for Costs Subject to Sections 2(d) and 2(e) below, within sixty (60) days after the Completion Deadline, Agency may, but is not obligated to, request that Developer provide to Agency a list of the "Developer's Construction Costs" (as that term is defined below) ("Agency's Request for Costs"). For purposes of this Option Agreement, the term "Developer's Construction Costs" shall mean, with respect to development of the discount membership warehouse, the construction costs actually incurred by Developer for development of the discount membership warehouse from the Effective Date hereof to the date Agency exercises this Purchase Option (the "Construction Period"), which costs may include (i) a reasonable amount paid by Developer to the contractor or contractors performing the works of improvement; (ii) reasonable inspection and testing costs paid by Developer to independent third party engineers or consultants in conjunction with said works of improvement (but not including costs, fees, charges, or profits allocated to Developer's own internal administrative, payroll, or overhead expenses or to any person or entity affiliated with Developer; (iii) costs and fees paid by Developer to independent third party engineers or consultants with respect to the planning, design, and engineering of the works of improvement (but not including costs, fees, charges, or profits allocated to the Developer's own internal administrative, payroll, or overhead expenses or to any person or entity affiliated with Developer); and (iv) reasonable costs and fees incurred by Developer, if any, to obtain financing for the construction of the works of improvement. Developer shall provide to Agency a list of the Developer's Construction Costs, along with supporting documentation evidencing that such costs were actually incurred and paid (or are in the process of being paid), within sixty (60) days after Developer's receipt of Agency's Requests for Costs. In the event Agency disputes any of the items set forth in Developer's list of the Developer's Construction Costs, Agency shall notify Developer of such dispute within sixty (60) days after receiving Developer's list of the Developer's Construction Costs. The parties agree to cooperate to resolve any such dispute. (b) Exercise of Option Agency shall be entitled to exercise the Purchase Option for the longer of: (i) the ninety (90) day period following the date Agency receives Developer's list of Developer's Construction Exhibit "E" to Purchase Agreement — Page 2 Costs; or (ii) sixty (60) days following the date the parties have resolved any dispute regarding the list of the Developer's Construction Costs submitted by Developer. Agency shall exercise the Purchase Option by giving written notice to Developer, in accordance with Section 3 of this Option Agreement. (c) Determination of Purchase Price Agency's purchase price for the Site ("Purchase Option Purchase Price") shall be the sum of. (a) Twelve Dollars ($12.00) per square foot of the Site; (b) thirty-three and three -tenths percent (33.3%) of Developer's Construction Costs; and, if the Property has been merged with the Adjacent Property, (c) Eight Hundred Seventy -Eight Thousand Five Hundred Sixty -One Dollars ($878,561) 2. Additional Terms Applicable to the Purchase Option The following additional terms shall apply to the Purchase Option: (a) The Purchase Option created hereby shall be irrevocable by Developer and shall be binding upon the successors and assigns of Developer. (b) The close of escrow under the Purchase Option shall occur within thirty (30) days of Agency's exercise of the Purchase Option. The Purchase Option Purchase Price shall be payable in cash upon the close of escrow. Developer and Owner shall each pay one-half ('/Z) of all closing costs, including an ALTA standard coverage title insurance policy, to be issued to Agency. Developer shall, at its cost, remove all monetary exceptions, except current taxes not yet due and payable (which current taxes shall be prorated and adjusted on the basis of the actual days in the calendar year, with Agency paying for such taxes beginning as of the Closing Date). Any other costs, if any, shall be paid by Agency. Agency hereby agrees that, concurrent with the close of escrow, Agency shall release Sam's from any claims that Agency has against Sam's regarding the physical or environmental condition of the Property; provided, however, such release shall not apply to any matters arising out of, or related to, any fraud or intentional misrepresentations or warranties made by Sam's in this Option Agreement. (c) Notwithstanding any covenant, term, or provision in this Section 2 to the contrary, Agency shall not be obligated to exercise the Purchase Option. (d) Notwithstanding anything to the contrary herein, Developer shall have the right to extend the Completion Date by providing written notice to Agency, in the event that Developer is delayed by war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority litigation; unusually severe weather; inability to secure necessary labor, materials or tools; acts of the other party; acts or the failure to act of a public or governmental agency or entity; or any other causes beyond the Exhibit "E" to Purchase Agreement — Page 3 reasonable control or without the fault of Developer. In the event of such a delay (herein "Enforced Delay"), Developer shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice from Developer is sent to Agency within sixty (60) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing, (ii) Developer's failure to negotiate agreements with prospective tenants or users, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (e) In the event that Developer has commenced construction of a discount membership warehouse on the Site as of the Completion Date, the Completion Date shall be extended on a day-to-day basis, so long as Developer diligently continues such construction of a discount membership warehouse. 3. Notices Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. To Developer: Sam's Real Estate Business Trust 2001 SE loth Street Bentonville, AR 72716-0550 Attn: Chris Danos Exhibit "E" to Purchase Agreement — Page 4 With a copy to: Gresham, Savage, Nolan & Tilden 550 East Hospitality Lane, Suite 550 San Bernardino, CA 92408 Attn: J. Matthew Wilcox, Esq. Notices shall be deemed effective upon receipt or rejection. 4. Agency's Option to Acquire Plans If Agency exercises the Purchase Option in accordance with this Option Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of any rights that Developer may have to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the discount membership warehouse on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. 5. Applicable Law and Forum; Attorneys' Fees 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 Option Agreement. This Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Option Agreement. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. In the event of an action, each party shall bear its own attorneys' fees. 6. Automatic Termination. In the event that: (i) Agency does not timely exercise the Purchase Option, (ii) Agency does not provide Agency's Request for Costs within sixty (60) days after the Completion Deadline, or (iii) Developer completes construction of a discount membership warehouse on the Site, then Agency's Purchase Option shall automatically terminate and be of no further force or effect and shall not be reinstated under any circumstance. If requested by Developer following Exhibit "E" to Purchase Agreement — Page 5 the termination of this Option Agreement, Agency shall execute and record a termination of this Option Agreement within fifteen (15) days of such request by Developer. 7. Nonliability of Agency Officials and Employees Except as otherwise provided by law, no officer, official, employee, agent, member, or representative of Agency shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for any breach of any obligations of Agency pursuant to this Option Agreement. 8. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Option Agreement or use of the Site. 9. Interpretation The terms of this Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Option Agreement. 10. Entire Agreement This Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 11. Counterparts This Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Exhibit "E" to Purchase Agreement — Page 6 12. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. ATTEST: ASSISTANT SECRETARY (Corporate Seal) ATTEST: JUNE GREEK, AGENCY SECRETARY "DEVELOPER" SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust By:_ Name: Its: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a public body, corporate and politic By: Thomas P. Genovese, Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: M. Katherine Jenson, Agency Counsel Exhibit "E" to Purchase Agreement — Page 7 STATE OF CALIFORNIA ) ) ss COUNTY OF On personally appeared before me, 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. STATE OF CALIFORNIA ) ss COUNTY OF ) On personally appeared before me, Notary Public personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public Exhibit "E" to Purchase Agreement — Page 8 Exhibit "F" ASSIGNMENT AND ASSUMPTION AGREEMENT Exhibit "F" to Purchase Agreement ASSIGNMENT OF PURCHASE AGREEMENT This Assignment of Purchase Agreement ("Assignment") is entered into as of this day of by and between ("Assignor"), and ("Assignee"). RECITALS WHEREAS, effective ("Seller") and Assignor entered into a Purchase and Sale Agreement and Joint Escrow Instructions ("Purchase Agreement"), regarding the sale and purchase of approximately acres located in the City of , County of , as specifically described in the Purchase Agreement ("Property"); WHEREAS, Section 22 of the Purchase Agreement provides that Assignor may assign its rights and obligations under the Purchase Agreement to Assignee; and WHEREAS, Assignor desires to assign its rights and obligations under the Purchase Agreement to Assignee, and Assignee desires to consent to and accept the Assignment of Assignor's rights and obligations under the Purchase Agreement. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated herein by this reference and in the mutual covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Assignment and Assumption. Assignor hereby sells, transfers and assigns to Assignee all of its rights and obligations under the Purchase Agreement and Assignee hereby accepts same. 2. Governing Law. This Assignment shall be governed according to the laws of the State of California. 3. Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignee, and their respective successors and assigns. 4. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original but all of which, together, shall constitute one and the same agreement. [END — SIGNATURES ON NEXT PAGE] Exhibit "F" to Purchase Agreement — Page 1 IN WITNESS WHEREOF, Assignor and Assignee of executed this Assignment as of the date first set forth above. "Assignor" By: Its: "Assignee" By: Its: Seller hereby consents to the foregoing Assignment. SELLER: By: Its: Exhibit "F" to Purchase Agreement — Page 2 GRANT DEED WHEN RECORDED MAIL TO: DOCUMENTARY TRANSFER TAX: NOT OF PUBLIC RECORD, PURSUANT TO REVENUE AND TAXATION CODE SECTION 11932 GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, does hereby GRANT to SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust that certain real property in the City of La Quinta, County of Riverside, State of California, described on Exhibit "A", attached hereto and incorporated herein by reference. This grant is subject to those certain matters listed on Exhibit "B", attached hereto and incorporated herein by reference. The Health and Safety Code Section referenced on Exhibit "C" attached hereto, is incorporated herein by reference. Dated: , 2005 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and ATTEST: politic By: Thomas Genovese Its: Executive Director June Greek, Agency Secretary APPROVED AS TO FORM: Rutan & Tucker, LLP M. Katherine Jenson, Agency Counsel MAIL TAX STATEMENTS AS DIRECTED TO: Exhibit "G" to Purchase Agreement — Page 1 STATE OF I COUNTY OF ) On , 2005, before me, the undersigned, a Notary Public in and for said County and 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 entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public STATE OF ) COUNTY OF ) On , 2005, before me, the undersigned, a Notary Public in and for said County and 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 entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public Exhibit "G" to Purchase Agreement — Page 2 EXHIBIT "A LEGAL DESCRIPTION Exhibit "G" to Purchase Agreement — Page 3 EXHIBIT "B" PERMITTED EXCEPTIONS Exhibit "G" to Purchase Agreement — Page 4 EXHIBIT "C" Pursuant to California Health & Safety Code Section 33436: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." Exhibit "G" to Purchase Agreement — Page 5 Exhibit "H" ENTITY TRANSFEROR Personally appeared before me the undersigned officer, duly authorized to administer oaths, Thomas Genovese, who being duly sworn according to law, deposes and says on oath as follows: 1. The undersigned is presently Executive Director of La Quinta Redevelopment Agency, a public body, corporate and politic (the "Agency"). 2. The undersigned is familiar with the affairs of the Agency and has personal knowledge of the facts sworn to in this Affidavit, and is authorized on behalf of the Agency to make this Affidavit. 3. The Agency is the owner of that certain property (the "Property") described on Exhibit "A" attached hereto and by this reference made a part hereof and the Agency has caused to be executed and delivered that certain deed, of even date herewith, conveying the Property to Sam's Real Estate Business Trust, a Delaware statutory trust ("Purchaser"). 4. Section 1445 of the Internal Revenue Code provides that a purchaser of a U.S. real property interest must withhold tax if the seller is a foreign person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the Purchaser that the withholding of tax is not required upon the disposition of the Property by the Agency, the undersigned hereby certifies the following on behalf of the Agency: (a) The Agency is not a disregarded entity as defined in Section 1.1445- 2(b)(2)(iii); (b) The Agency's U.S. taxpayer Identification Number is 95-3740431; (c) The Agency's office address is 5. The Agency understands that this certification may be disclosed to the Internal Revenue Service by the Purchaser and that any false statement contained herein could be punished by fine, imprisonment, or both. 6. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Agency. Exhibit "H" to Purchase Agreement — Page 1 GIVEN under my hand and seal this day of 1200 _. By: Its: STATE OF ) COUNTY OF ) On , 2005, before me, the undersigned, a Notary Public in and for said County and 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 entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public Exhibit "H" to Purchase Agreement — Page 2 EXHIBIT "A" DESCRIPTION OF PROPERTY Exhibit "H" to Purchase Agreement — Page 3 Exhibit "I" GRANT OF EASEMENT Exhibit "I" to Purchase Agreement WHEN RECORDED MAIL TO: Sam's Real Estate Business Trust c/o J. Matthew Wilcox, Esq. Gresham Savage Nolan & Tilden, A Professional Corporation 550 East Hospitality Lane, Suite 300 San Bernardino, CA 92408-4205 SPACE ABOVE THIS LINE FOR RhUUKlltK's Ust GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Grantor") hereby GRANTS to LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, and its successors in interest ("Grantee") a NON- EXCLUSIVE EASEMENT FOR ACCESS over, upon, and across that certain strip of real property described on Exhibit "A", attached hereto and incorporated by reference, ("Easement"). The Easement shall be appurtenant to that certain real property described on Exhibit "B", attached hereto and incorporated by reference ("Appurtenant Property"). If requested by Grantor, Grantee agrees to cooperate with Grantor to relocate the Easement to another location on Grantor's property, so long as such new location provides the same level of access to the Appurtenant Property, and such new location is acceptable to Grantee, in its reasonable discretion. In the event of any such relocation, Grantee agrees to release its interest in the Easement upon the recordation of a grant of easement to the new location. SAM' S REAL ESTATE BUSINESS TRUST, A DELAWARE STATUTORY TRUST BY: ASST VICE PRESIDENT OF REAL ESTATE DATE: STATE OF 1 COUNTY OF ) On , 20 , before me, the undersigned, a Notary Public in and for said County and 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 entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public EXHIBIT "A LEGAL DESCRIPTION OF EASEMENT Exhibit "A EXHIBIT "B" LEGAL DESCRIPTION OF APPURTENANT PROPERTY Exhibit "B" Store # 4941-00 La Quinta, California FIRST AMENDMENT TO PURCHASE AGREEMENT This First Amendment to Purchase Agreement ("Amendment") is entered into as of this a8� day of -7/-j/ _ , 2005, by and between SAM'S REAL ESTATE BUSINESS TRUST, a Delawar statutory tatutory trust, whose mailing address is 2001 SE. loth Street, Bentonville, Arkansas 72716-0550 ("Sam's"), and LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, formed under the California Community Redevelopment Law, whose mailing address is La Quinta Redevelopment Agency, 78-496 Calle Tampico, La Quinta, California 92253 ("Seller"). Hereafter, Sam's and Seller are sometimes referred to as "party" and collectively as "parties". RECITALS WHEREAS, on April20, 2005, Sam's and Seller entered into that certain Purchase Agreement ("Purchase Agreement") between them related to certain real property in the City of La Quinta, County of Riverside, State of California, as more particularly described in the Purchase Agreement; and WHEREAS, Sam's and Seller desire to amend certain matters set forth in the Purchase Agreement and accordingly enter into this Amendment. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants contained herein, the parties hereby agree as follows: 1. Definitions. Terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement. 2. Section 2. The Purchase Agreement is hereby amended by the deletion of the first sentence of Section 2 and the substitution thereof of the following new sentence in its place: "2. Purchase Price. The Purchase Price for the Property shall be Five Million One Hundred Twenty -One Thousand Four Hundred Ninety -Two and No/100 Dollars ($5,121,492.00) ("Purchase Price"), payable as follows:" 3. Section 4. The Purchase Agreement is hereby amended by the deletion of the last sentence of Section 4. Sam's and Seller hereby agree that the Purchase Price is not adjustable. 4. Section 16. The Purchase Agreement is hereby amended by the deletion of the second sentence of Section 16 and the substitution thereof of the following new sentence in its place: -1- NAW"764\000\Docs\Redevelopment Agency\Amendment to Purchase Agmnt 001.doc "Notwithstanding the foregoing, in the event that the Closing has not occurred on, or before, August 12, 2005, either party hereto may terminate this Agreement by written notice to the other, in which event the Deposit shall be returned to Sam's; provided, however, that in the event that the Closing has not occurred because Seller has not recorded the Parcel Map, Sam's shall have the option to continue this Agreement in full force and effect, notwithstanding the fact that Seller may have exercised its right to terminate pursuant to this Section 16." 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. 6. Amendment. Except as amended hereby, the Purchase Agreement is, and remains, in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. ATTEST: J e Greek, Agency Secretary Approy9d as to le pl terms only by_J WA ART EGAL DEPT. Date: % - / - & S--" ATTEST: (y- 6ktAe� - A sistant Secretary (Corporate Seal) SELLER: LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Thomas P. Genovese Its: Executive Director Date:5 aLaoos- Approved as to form: /��? /�11� 2 z i;:�� Rutan & Tucker, LLP M. Katherine Jenson, Agency Counsel SAM'S: SAMSE�AL ESE BUSINESS TRUST, r a De tatuto rust (__A?s't Vice President k- of Real Estate Date: 7 21- 0.5 -2- NAW76410000ocARedevelopment Agency\Amendment to Purchase Agmnt 001.doc � VIOLET GONZALES Commercial Escrow Officer title guaranty company June 16, 2005 Thomas P. Genovese, Executive Director 1. La Quinta Redevelopment Agency P.O. Box 150478-495 Calle Tampico La Quinta, CA 92253-1504 Chris Danos Sam's Real Estate Business Trust 2001 SE loth Street Bentonville, AR 72716-0550 Dear Mr. Genovese and Mr. Danos: National Title Services 2 North LaSalle Street Suite 1400 Chicago, IL 60602 312-857-2124 direct 312-849-4410fax 800-261-9800 toll free vigonzal@stewart.com Re: La Quinta, CA Store # 4941-00 Escrow # 04030720 Please accept this letter as our notice to you that we are in receipt of an additional escrow deposit in the amount of $100,000.00, which was received June 15, 2005, pursuant to the Purchase Agreement, paragraph 2 (b) for the captioned location. The total amount of earnest money on account is $150,000.00. These funds will be held in accordance with the terms of the Purchase Agreement, paragraph 2 (a). Thank you for choosing Stewart Title Guaranty Company commercial services. We look forward to working with you on this transaction. Please do not hesitate to call if you have any questions or we can be of any further assistance. Sinc rely, Violet Gol ales Commercial Escrow Officer CC: M. Katherine Jenson, Rutan & Fucker, LLP J. Matthew Wilcox, Gresham Savage Nolan & Tilden George Bacso, Sam's REBT Joy Martin, Sam's REBT fi R L• title guaranty company July 7, 2005 Thomas P. Genovese La Quinta Redevelopment Agency P.O. Box 150478-495 Calle Tampico La Quinta, CA 92253-1504 Chris Danos Sam's Real Estate Business Trust 2001 SE loth Street Bentonville, AR 72716-0550 Dear Mr. Genovese and Mr. Danos: VIOLET GONZALES Commercial Escrow Officer National Title Services 2 North LaSalle Street Suite 1400 Chicago, IL 60602 312-857-2124 direct 312-849-4410fax 800-261-9800 toll free vigonzal@stewart.com Re: La Quinta, CA Store # 4941-00 Escrow # 04030720 Please accept this letter as our notice to you that we are in receipt of an additional escrow deposit in the amount of $50,000.00, which was received today, pursuant to the Purchase Agreement, paragraph 2 (b) for the captioned location. The total amount of earnest money on account is $200,000.00. These funds will be held in accordance with the terms of the Purchase Agreement, paragraph 2 (a). Thank you for choosing Stewart Title Guaranty Company commercial services. We look forward to working with you on this transaction. Please do not hesitate to call if you have any questions or we can be of any further assistance. SinIrc Vies Coscrow Officer CC:M. Katherine Jenson, Rutan & Tucker, LLP J. Matthew Wilcox, Gresham Savage Nolan & Tilden George Bacso, Sam's REBT Joy Martin, Sam's REBT 0 title guaranty company May 27, 2005 Thomas P. Genovese, Executive Director La Quinta Redevelopment Agency P.O. Box 150478-495 Calle Tampico La Quinta, CA 92253-1504 Chris Danos Sam's Real Estate Business Trust 2001 SE 10t" Street Bentonville, AR 72716-0550 Dear Mr. Genovese and Mr. Danos: VIOLET GONZALES Commercial Escrow Officer National Title Services 2 North LaSalle Street Suite 1400 Chicago, IL 60602 312-857-2124 direct 312-849-4410fax 800-261-9800 toll free vigonzal@stewart.com Re: La Quinta, CA Store # 4941-00 Escrow # 04030720 JUL 19 2005 Please accept this letter as our notice to you that we are in receipt of a fully executed Purchase Agreement for the captioned location and a check for the earnest money in the amount of $50,000.00. These funds will be held in accordance with the terms of the Purchase Agreement, paragraph 2 (a). Thank you for choosing Stewart Title Guaranty Company commercial services. We look forward to working with you on this transaction. Please do not hesitate to call if you have any questions or we can be of any further assistance. Sincere y, Violet Gonza Commercial Escrow Officer CC: M. Katherine Jenson, Rutan & Tucker, LLP J. Matthew Wilcox, Gresham Savage Nolan & Tilden George Bacso, Sam's REBT Joy Martin, Sam's REBT ~�ra�p�RT T1'TLF- FREE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director HOC a ZOOS-0714040 08/30/2005 08:00A Fee:NC Page 1 of 15 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 M S. U PAGE SIZE DA PCOR I NOCOR SMF MISC. A I R L COPY LONG REFUND NCHG EXAM (SPACE ABOVE 1H1S LINE FOR RECORDING USE) (EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383) T OPTION AGREEMENT KIN THIS OPTION AGREEMENT ("Option Agreement") is made thisb day of _Lst,wv o , 2005 (the "Effective Date"), by and between SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS A. Developer is the fee owner of that certain real property located in the City of La Quinta, County of Riverside, State of California described in Exhibit "A", which is attached hereto and incorporated herein (the "Property"), as well as certain real property located adjacent to the Property as described in Exhibit "A- I", attached hereto and incorporated herein (the in n "Adjacent Property"). B. Developer acquired the Property (the "Agency Portion Of The Site") from the La Quinta Redevelopment Agency ("Agency"), pursuant to that certain Purchase Agreement (the "Agency Purchase Agreement") entered into between Developer and Agency dated April 20, 2005. Developer acquired the Adjacent Property from Stamko Development Co., a California limited partnership ("Stamko"), pursuant to that certain Purchase Agreement entered into between Developer and Stamko dated ��uL�% /�; , 2005. C. Prior to Developer pulling a building permit, Developer intends to merge the Property and Adjacent Property into one (1) or two (2) legal parcels and to construct thereon a discount membership warehouse. D. As a condition to the Agency's conveyance of the Property to Developer, Developer was required to grant to Agency an option to purchase the Property (and the Adjacent Property, if the Property and Adjacent Property have been merged) from Developer, if Developer fails to construct thereon a discount membership warehouse within a specified time frame. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals and all of the terms and NAW764\000\Docs\Redevelopment Agenty\Option Agmnt OOI.doc conditions contained in the Purchase Agreement, Developer hereby grants to Agency the following purchase option: Purchase Option - Failure to Complete Construction Developer hereby grants to Agency an exclusive option ("Purchase Option") to purchase the Site (as hereinafter defined) if, subject to Sections 2(d) and 2(e) below, Developer fails to complete construction of a discount membership warehouse on the Site (for purposes of this Option Agreement, "completion of construction" shall be defined as the issuance by the City of La Quinta ("City") to Developer of a Certificate of Occupancy) on, or before, the date that is Two and One -Half (2.5) years from the Effective Date of this Option Agreement (the "Completion Deadline"). In the event of Developer's failure to complete construction of a discount membership warehouse on the Site by the Completion Deadline, Agency shall be entitled to exercise, but is not obligated to exercise, the foregoing option in accordance with the provisions set forth herein. For purposes of this Option Agreement, the "Site" shall mean and refer to the Property, until such time as the Property is merged with the Adjacent Property, and thereafter, shall refer to both the Property and the Adjacent Property. (a) Agency's Request for Costs Subject to Sections 2(d) and 2(e) below, within sixty (60) days after the Completion Deadline, Agency may, but is not obligated to, request that Developer provide to Agency a list of the "Developer's Construction Costs" (as that term is defined below) ("Agency's Request for Costs"). For purposes of this Option Agreement, the term "Developer's Construction Costs" shall mean, with respect to development of the discount membership warehouse, the construction costs actually incurred by Developer for development of the discount membership warehouse from the Effective Date hereof to the date Agency exercises this Purchase Option (the "Construction Period"), which costs may include (i) a reasonable amount paid by Developer to the contractor or contractors performing the works of improvement; (ii) reasonable inspection and testing costs paid by Developer to independent third party engineers or consultants in conjunction with said works of improvement (but not including costs, fees, charges, or profits allocated to Developer's own internal administrative, payroll, or overhead expenses or to any person or entity affiliated with Developer); (iii) costs and fees paid by Developer to independent third party engineers or consultants with respect to the planning, design, and engineering of the works of improvement (but not including costs, fees, charges, or profits allocated to the Developer's own internal administrative, payroll, or overhead expenses or to any person or entity affiliated with Developer); and (iv) reasonable costs and fees incurred by Developer, if any, to obtain financing for the construction of the works of improvement. Developer shall provide to Agency a list of the Developer's Construction Costs, along with supporting documentation evidencing that such costs were actually incurred and paid (or are in the process of being paid), within sixty (60) days after Developer's receipt of Agency's Requests for Costs. In the event that Agency disputes any of the items set forth in Developer's list of the Developer's Construction Costs, Agency shall notify Developer of such dispute within sixty (60) days after receiving Developer's list of the Developer's Construction Costs. The parties agree to cooperate to resolve any such dispute. -2- NAW764\000\Docs\Redevelopment Agenty\Option Agmnt 001.doc (b) Exercise of Option Agency shall be entitled to exercise the Purchase Option for the longer of. (i) the ninety (90) day period following the date Agency receives Developer's list of Developer's Construction Costs; or (ii) sixty (60) days following the date the parties have resolved any dispute regarding the list of the Developer's Construction Costs submitted by Developer. Agency shall exercise the Purchase Option by giving written notice to Developer, in accordance with Section 3 of this Option Agreement. (c) Determination of Purchase Price Agency's purchase price for the Site ("Purchase Option Purchase Price") shall be the sum of. (a) Twelve Dollars ($12.00) per square foot of the Site; (b) thirty-three and three -tenths percent (33.3%) of Developer's Construction Costs; and, if the Property has been merged with the Adjacent Property, (c) Eight Hundred Seventy -Eight Thousand Five Hundred Sixty -One Dollars ($878,561) 2. Additional Terms Applicable to the Purchase Option The following additional terms shall apply to the Purchase Option: (a) The Purchase Option created hereby shall be irrevocable by Developer and shall be binding upon the successors and assigns of Developer. (b) The close of escrow under the Purchase Option shall occur within thirty (30) days of Agency's exercise of the Purchase Option. The Purchase Option Purchase Price shall be payable in cash upon the close of escrow. Developer and Owner shall each pay one-half ('/2) of all closing costs, including an ALTA standard coverage title insurance policy, to be issued to Agency. Developer shall, at its cost, remove all monetary exceptions, except current taxes not yet due and payable (which current taxes shall be prorated and adjusted on the basis of the actual days in the calendar year, with Agency paying for such taxes beginning as of the Closing Date). Any other costs, if any, shall be paid by Agency. Agency hereby agrees that, concurrent with the close of escrow, Agency shall release Sam's from any claims that Agency has against Sam's regarding the physical or environmental condition of the Property; provided, however, such release shall not apply to any matters arising out of, or related to, any fraud or intentional misrepresentations or warranties made by Sam's in this Option Agreement. (c) Notwithstanding any covenant, term, or provision in this Section 2 to the contrary, Agency shall not be obligated to exercise the Purchase Option. (d) Notwithstanding anything to the contrary herein, Developer shall have the right to extend the Completion Date by providing written notice to Agency, in the event that Developer is delayed by war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; supernatural -3- N:\W764\000\Docs\Redevelopment Agenty\Option Agmnt 001. doc causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority litigation; unusually severe weather; inability to secure necessary labor, materials or tools; acts of the other party; acts or the failure to act of a public or governmental agency or entity; or any other causes beyond the reasonable control or without the fault of Developer. In the event of such a delay (herein "Enforced Delay"), Developer shall continue to exercise commercially reasonable efforts to minimize the period of the delay. An extension of time for any such cause shall be limited to the period of the Enforced Delay, and shall commence to run from the time of the commencement of the cause, provided notice from Developer is sent to Agency within sixty (60) days following the commencement of the cause. The following shall not be considered as events or causes beyond the control of Developer, and shall not entitle Developer to an extension of time to perform: (i) Developer's failure to obtain financing, (ii) Developer's failure to negotiate agreements with prospective tenants or users, (iii) interest rates or (iv) economic or market conditions. Times of performance under this Option Agreement may also be extended by mutual written agreement by Agency and Developer. Agency's Executive Director shall also have the authority on behalf of Agency to administratively approve extensions of time not to exceed a cumulative total of one (1) year. (e) In the event that Developer has commenced construction of a discount membership warehouse on the Site as of the Completion Date, the Completion Date shall be extended on a day-to-day basis, so long as Developer diligently continues such construction of a discount membership warehouse. Notices Demands and Communications Between the Parties Formal notices, demands, and communications between Agency and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Agency: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director With a copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. -4- NAW764\000\Docs\Redevelopment Agenty\Option Agmnt 001.doc To Developer: Sam's Real Estate Business Trust 2001 SE loth Street Bentonville, AR 72716-0550 Attn: Chris Danos With a copy to: Gresham, Savage, Nolan & Tilden 550 East Hospitality Lane, Suite 550 San Bernardino, CA 92408 Attn: J. Matthew Wilcox, Esq. Notices shall be deemed effective upon receipt or rejection. 4. Agency's Option to Acquire Plans If Agency exercises the Purchase Option in accordance with this Option Agreement, at the option of the Agency, which may be exercised in the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed assignment in a form reasonably acceptable to the Agency of any rights that Developer may have to use all plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps, landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports, grading plans and any other materials relating to the construction of the discount membership warehouse on the Site (the "Plans"), together with copies of all of the Plans, as have been prepared for the development of the Site to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant to convey to the Agency the copyright or other ownership rights of third parties. Agency's acquisition or use of the Plans or any of them shall be without any representation or warranty by Developer as to the accuracy or completeness of any such Plans, and Agency shall assume all risks in the use of the Plans. Applicable Law and Forum; Attorneys' Fees 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 Option Agreement. This Option Agreement shall be governed by, and construed under, the laws of the State of California. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Option Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Option Agreement. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Service of process on Agency shall be made in the manner required by law for service on a public entity. Service of process on Developer shall be made in any manner permitted by law and shall be effective whether served within or outside of California. In the event of an action, each party shall bear its own attorneys' fees. -5 - NAW764\000\Does\Redevelopment Agenty\Option Agmnt 00 Ldoc 6. Automatic Termination. In the event that: (i) Agency does not timely exercise the Purchase Option, (ii) Agency does not provide Agency's Request for Costs within sixty (60) days after the Completion Deadline, or (iii) Developer completes construction of a discount membership warehouse on the Site, then Agency's Purchase Option shall automatically terminate and be of no further force or effect and shall not be reinstated under any circumstance. If requested by Developer following the termination of this Option Agreement, Agency shall execute and record a termination of this Option Agreement within fifteen (15) days of such request by Developer. Nonliability of Agency Officials and Employees Except as otherwise provided by law, no officer, official, employee, agent, member, or representative of Agency shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by Agency, or for any amount which may become due to Developer or its successor, or for any breach of any obligations of Agency pursuant to this Option Agreement. Nondiscrimination Developer covenants for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against any person on account of race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this Option Agreement or use of the Site. Interpretation The terms of this Option Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Option Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Option Agreement. 10. Entire Agreement This Option Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Option Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of Agency and Developer. 11. Counterparts This Option Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Option Agreement, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. -6- NAW764\000\Docs\Redevelopment Agenty\Option Agmnt 001 doc 12. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. ATTEST: Ass ANT SECRETARY ror C y n-}-v) i of C (Corporate Seal) 2) rcicl l-e q ATTEST: ' Y+ JUNE 6REEK, AGENCY SECRETARY "DEVELOPER" SAM&AL ES a Del a statutoi BUSINESS TRUST, C'_t✓A 12kE Its: Assistant Vice President "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a public body, corporate and politic By: !S�n�) i jo Thomas P. Genovese, Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP By:G1 Q jap�k 1 Yl CCI)_1 -e V'47�rxly- M. Katherine Jenson, Agency Counsel Approved as to le terms only by WAL R EGAL DEPT. Date: -a a M -7- NAW764\000\Docs\Redevelopment Agenty\Option Agmnt 00 Ldoc 12. Severability In the event any section or portion of this Option Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Option Agreement. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above written. ATTEST: �.lo►�ntz' I t irl CO �Y1-1-e Y�r-L�t �'}' ASSISTANT SECRETARY (Corporate Seal) f n Cl l-C ATTEST: J REEK, AGENCY �TARY WW764\000\Docs\Rede elopment Agenty\Option Agmnt 001.doc "DEVELOPER" SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust By: Sn n-ecl I Yn CL u tin r pcl -r+ Name: - oY�n 4E- C Its: "AGENCY" LA QUINTA REDEVELOPMENT AGENCY a public��b dy, corporate and po ' is B Bye/ Thomas P. Genovese, Executive Director APPROVED AS TO FORM: RUTAN & UCKER, LLP By: 2 M. Katherine Jenson, A cy Counsel -7- STATE OF ) ss COUNTY OF ) On personally appeared before me, ,,.. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(4) whose name(.s.) is4w4 subscribed to the within instrument and acknowledged to me that he/s4o4he�k executed the same in his/hekhei'1 authorized capacity( -ice, and that by his/he"4heir signature(.&) on the instrument the person(s) or the entity upon behalf of which the person(&) acted, executed the instrument. Witness my hand and official seal. Jane Bennett County of Benton Notary Public - Arkansas My Commission Exp. 03/13/2012 STATE OF COUNTY OF On personally appeared Nota P blic ) ss before me, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public -8- NAW764\000\D=\Redevelopment Agenty\Option Agmnt OOI.doc STATE OF ) ss COUNTY OF On , before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. Notary Public STATE OF ss COUNTY OF✓ On before me, personally appeared —7 i0 e77 4-5 personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is we subscribed to the within instrument and acknowledged to me that he/she,'th executed the same in his/heir authorized capacity(ies), and that by his/hoFAheir 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. Ci Nota ubhc NAW764\000\Doa\Rede c1opment Agenty\Option Agmnt OOI.doc LEGAL DESCRIPTION OF PROPERTY All of that certain real property in the County of Riverside, State of California, depicted as "Property" on Exhibit `B", attached hereto and incorporated herein by reference, described as follows: PARCELS 2 AND 3 OF PARCEL MAP NO.33588, RECORDED ON /4(1C'i Us' !t rnr , 2005, IN PARCEL MAP BOOK 2-/�, PAGES THROUGH Z , OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. EXHIBIT "A" LEGAL DESCRIPTION OF ADJACENT PROPERTY That certain real property located in the City of La Quinta, County of Riverside, State of California, depicted as "Adjacent Property" on Exhibit "B", attached hereto and incorporated herein by reference, and more particularly described as follows: PARCELS 2 AND 3 OF PARCEL MAP NO. 30420 AS SHOWN BY MAP ON FILE IN BOOK 202 PAGE(S) 40 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA PARCEL 4 TOGETHER WITH THAT PORTION OF PARCEL 5 OF PARCEL MAP NO. 30420 AS SHOWN BY MAP ON FILE IN BOOK 202 PAGE(S) 40 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF PARCEL 4 OF SAID PARCEL MAP; THENCE NORTH 00° 13'48" WEST 10 FEET ALONG THE EAST LINE OF PARCEL 5; THENCE NORTH 90°00'00" WEST 354.71 FEET TO A POINT ON THE WEST LINE OF PARCEL 5; THENCE SOUTH 00000'00" EAST 10 FEET TO THE NORTHWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 90°00'00" EAST 354.75 FEET ALONG THE NORTH LINE OF SAID PARCEL 4, TO THE POINT OF BEGINNING. SAID PROPERTY IS ALSO SHOWN AS ADJUSTED PARCEL A ON LOT LINE ADJUSTMENT 02-391 AS SET OUT IN DEED RECORDED DECEMBER 31, 2002 AS INSTRUMENT NO. 02-790690 OF OFFICIAL RECORDS. EXHIBIT "A-l" OVERALL SITE PLAN EXHIBIT "B" U) r m O C Z VI m c� Z r� m ?' D C-1 Z -' O PAX V) NO2: o�— 0EDrWC cn �— g co I I I I I I I I , I fl I I ��iTfTTi11PT7T�ItTIi IiIfT7.7,� � _1` ~. _ 1 • " IN!I�IfHT,nITIF1l+H�H��HttHf�rJ ' �HI�H�sl{ WI II0HfHAfH GEN I � j I I 1 1111111011tH4R , IHHf�D � _ _ _ I , I 5 I t l 13iiN�itWtN H�H�HfNRHH� 1 � I � HIM ilinjill Jill Inflill In No I I Hi�+u+ �MtlHlli I I 1 1• I Government Code 27361.7 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of notary: li Commission No: I t) :� i-4,�-) S Date Commission expires: C-- J�J County: I' J Dater V V7 .AA{_ 1 }*^��I WHEN RECORDED MAIL TO: Sam's Real Estate Business Trust c/o J. Matthew Wilcox, Esq. Gresham Savage Nolan & Tilden 550 East Hospitality Lane, Suite 300 San Bernardino, CA 92408-4205 DOC N 20OS-0714042 08/30/2005 08:00A Fee:NC Page 1 of 5 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder eye oomme-� GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Grantor") hereby GRANTS to D 0 LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, and its successors in interest ("Grantee') a NON- EXCLUSIVE EASEMENT FOR ACCESS over, upon, and across that certain strip of real property described on Exhibit "A", attached hereto and incorporated by reference, ("Easement"). The Easement shall be appurtenant to that certain real property described on Exhibit "B", attached hereto and incorporated by reference ("Appurtenant Property"). If requested by Grantor, Grantee agrees to cooperate with Grantor to relocate the Easement to another location on Grantor's property, so long as such new location provides the same level of access to the Appurtenant Property, and such new location is acceptable to Grantee, in its reasonable discretion. In the event of any such relocation, Grantee agrees to release its interest in the Easement upon the recordation of a grant of easement to the new location. SAM'S REAL ESTATE BUSINESS TRUST, A DELAWARE STATUTORY TRU Appro d as to legal terms only BY b y VICE PM ENT <S(*Y Yl 6 , WAL R LEGAL DEPT. of REAL EST TE Giar �c� Dater _gb-0.!( " "— DATE: NAW764M00ocmedeve4ment Agencylaraot of Easement 001.doc l — STATE OF COUNTY OF On $' , 9005, bef= me, the undersigned, a Notary Public in and for said County an Late, personally appeared personally known to me or proved to me on th asis of satisfactory evidence to be the person(-&) whose name(&) isLare subscribed to the within instrument and acknowledged to me that he/4w4w-y executed the same in his/k c&Uokv authorized capacity(46r4, and that by his/ wAheip signature(s) on the instrument the person(&), or entity upon behalf of which the person(&) acted, executed the instrument. WITNESS my hand and official seal. Jane Bennett Mq County of Bcnton QNot v ubIic Notary Public - Arkansas My Commission Exp. 03/13l2012 —0— NA%V76410000—VtedevelopmeM AscncylGmat ofEuaemcm ool.doc EASEMENT DESCRIPTION THAT PORTION OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SAID SECTION 29; THENCE SOUTH 89°36'07" WEST, 330.00 FEET TO A POINT ON A NORTHERLY PROLONGATION OF THE EAST LINE OF THE LAND INCLUDED WITHIN PARCEL MAP NO. 30420RECORDED IN BOOK 202, PAGES 40 THROUGH 44, JULY 18"' 2002; THENCE ALONG SAID LINE, SOUTH 00°13'48" EAST, 428.87 FEET; THENCE LEAVING SAID EAST LINE, NORTH 90000'00" EAST 9.39 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 90"00'00" EAST 30.00 FEET; THENCE SOUTH 00000'00" EAST, 224.69 FEET; THENCE NORTH 80"00'00" EAST,118.54 FEET; THENCE SOUTH 89°59'50" EAST, 111.68 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF DUNE PALMS ROAD; THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINE OF DUNE PALMS ROAD, SOUTH 00013'41" EAST, 36.00 FEET; THENCE LEAVING SAID WESTERLY RIGHT-OF- WAY LINE OF DUNE PALMS ROAD, NORTH 90000'00" WEST, 108.67 FEET; THENCE SOUTH 80000'00" EAST, 152.20 FEET; THENCE NORTH 00000100" WEST, 266.53 FEET TO THE TRUE POINT OF BEGINNING. Fit, 9, M No.55i62 EXHIBIT "A" " HIGHWAY 1fi CENTERLINE P.O.B. -' NORTHERLY PROLONGATION OF EAST LINE OF LAND WITHIN PARCEL 30420, BOOK 202/40-44 I 0 PARCEL i to I Q.. RIGHT—OF—WAY �! :0kr�ko'Op,P 0s1 PROPOSED ACCESS I I 0y, Q � TP.O.B EASEMENT FOR PARCEL 1 LOT LINE N.E. JOB: 304-018,1 PARCEL 2 I / -co C7• D LOT LINE I i --LOT LINE I I — ( Z C:ZD w O 4 PARCEL 3 r----1 I PARCEL 1 ACCESS EASEMENT EXHIBIT LEGENJ2 PROPOSED ACCESS EAS P.O.B. "POINT OF BEGINNING" TRO,B. "TRUE POINT OF BEW 50 0 50 100 150 200 SCALE 1 " = 100' �urvt �i, ZWn NASLAND I I ( I I I 1 I I EMENT INING" ENGINEERING CIVIL ENGINEERING • SURVEYING • LAND PLANNING 4740 Ruffner Street, San Diego, California, 92111 • 868-292-7770 EXHIBIT `B" LEGAL DESCRIPTION OF APPURTENANT PROPERTY All of that certain real property in the County of Riverside, State of California, described as follows: PARCEL 1 OF PARCEL MAP NO.33588, RECORDED ON Aaott6r 18rp 2005, IN PARCEL MAP BOOK z//, PAGES I THROUGH zL, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. Exhibit `B" so/so/zo - L% NOLLonLLBNoO ►I W "ON )K>3H3tW'ld m„ a g al . r yR.......x� • � I a" a N m 0 CL .._ Z dl 15 is 0+d �.'3 gE . m — — -- '. o , --- --�� �� i¢ a >r JAI ai IY a 1}���i �nj 8 F Z S£t F 2 a bg 1 1~ �� "' iC < v�i �1 C� 04 LL j co < Q 0. � $ 4 Uk uk' L• 3 �k �g� � N � �% G_ gt�tl� Sggt >5g �3� w D va. 2 1- U Ei Q 000 O ® ® ® ace © ®®®® _ 3NIlY31N3J Z .: V Y VG S.\CC//CS�C///C/��C��TsnJJCR�'CTy cj gNno ... ... SNYIdSN3113Mtld1•13iY15 i35 - 1"93d 31VYVd35 Yid 1 V z •�� W ._ SLN31R10YdN1 WOY SIMd 3NM , ... �� _ A -IrIL Y z�a f� 133NS 33S � BC/ IIYM 3 I �, � � fi'CZ N3tlJ5 �.�% ���DDD"' p� g8 I u � o^ F o o�— v ice+ s�{`` ' � �,Y'��S'� �> '�r + �I� '� y Id' �F � �- ' e• Q i s Y • I I t 1 � �8 CL -... a y Y�vf � S `• 4y"�rr „f� � OS '�}-.1y-Y''{� � s�'3 0 �'9 Y. -� Y ��� 5 �Y��A R z ����y., p;,,i,� fr � • � eJ 1 • � , • � � �� .;e�9t. �y tt� Y �`' }i .'. II ". �. • wrt13Y ofo. . ..1N3R35V3 C•N�'JNLLS9c3 �, � gip$ - u ox 1 -_ 90 ly � W N QQ 9S �� g . fit Shy W �`��p_��- �/� _n-- A Recording Requested By: Stewart Title of California REQUESTED BY AND WHEN RECORDED MAIL TO: La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager DOC # 2011-0018401 01/13/2011 02:56P Fee:NC Page 1 of 5 Recorded in official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder I_ _ I III II III III I II III I IIII IIII IIIIIII III IIIII IIII IIII y R I U I PAGE SIZE I OA MISC ILONG I RFU I CyF Y -- li�� I I I I I '1� I M I A I L 1 465 1 426 1 PCOR NCOR SMF NCHG (AM I aO J T: I CTY I UNI Exempt From Recording Fee Pursuant to Government Code § 27383 TERMINATION OF OPTION AGREEMENT 002 This TERMINTION OF OPTION AGREEMENT ("Termination") is made and entered into this ! day of 6tNj , 2010 ("Effective Date"), by and between SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust ("Sam's"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"). RECITALS: A. Sam's is the owner of certain real property located in the City of La Quinta, County of Riverside, State of California (the "Property"). B. On or about June 15, 2005, Sam's and Agency executed an Option Agreement which was recorded against the Property on August 30, 2005, in the Official Records of the County of Riverside, as Instrument No. 2005-0714040. As used herein, the term "Property" shall mean and refer to the real property identified in the Option Agreement as the "Property" and the "Adjacent Property." C. Sam's and Agency now mutually desire to terminate the Option Agreement. TERMINATION: In consideration of the foregoing Recitals, which are incorporated herein and made a part hereof and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. The Option Agreement recorded in the Official Records of the County of Riverside, as Instrument No. 2005-0714040, is hereby terminated. 2. This Termination may be executed in counterparts, each of which, after all the parties hereto have signed this Termination, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 882/015610-0079 112904101 a10/27/10 EXHIBIT "A" IN WITNESS WHEREOF, the parties have executed this Termination as of the date first above written. "Agency" LA` QUINNTA REDEVELOPMENT A� "Agency") Date: /! // 2010 By: L,2�� Executive Director APPROVED AS TO FORM: RUTAIK �LP Attorneys for tht/ La Quinta Redevelopment Agency Date: ATTEST: Assistant Secretary 2010 "Sam's" SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust (Corporate Seal) APPROVED AS TO LEGAL TERMS ONLY: SIGNED IN COUNTERPART Bv: WAL-MART LEGAL DEPT. 882/015610-0079 Page 2 1129041.01 a10/27/10 g IN WITNESS WHEREOF, the parties have executed this Termination as of the date first above written. "Agency" LA QUINTA REDEVELOPMENT AGG"t W- "Agency" )�� Date:------11/2010 B% iJ272rr24�� Executive Director - c ZZ l Agency Seeret APPROVED AS TO FORM: RUTAN & TUCKT, LLP Attorneys for tht/ La Quinta Redevelopment Agency "Sam 's" SAM'S REAL ESTATE BUSINESS Date: '% 201,' ATTEST: Assistant Secretary (Corporate Seal) APPROVED AS TO LEGAL TERMS ONLY: WAL-MART LEGAL DEPT. 892;015610 0079 Page 2 1129041.01 .1 W27Ap 6 SIGNED IN COUNTERPART State of California ) County 017 UAL% �) On ` ID before me, +r tr jl—iO-ta.� Notary Public, ��pp ere mse name and title f the office personally appeared a � a ea P � 4,>a s� , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. MANS EY Commission • 1904504 Notary Public - California Riverside County Signature Comm. Expires Oct 16, 2014 (seal) State of California ) County of ) On before me, , Notary Public, (here insert name and title of the officer) personally appeared > who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (seal) 882/015610-0079 Page 3 1129041 01 a10/27/10 g State of California ) County of�,iu`s L&J On 11 t ` 1 Its before me, h+ rs }i 1C a Notary Pub]ic, .�p ,J(J,ere rose name and title f the office personally appeared e.Wi 64e C- a," ar4cg,_ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the _foregoingparagraph. is -true -and -correct.— - --- — --- WITNESS my hand and official seal. Signature /�dx Sf3-Q State of 6i ) PNYttI t.E� V�r Commission 0 1904504 L Notary Public - California Riverside County M Comm. Ea Ir4s Oct 16, 2014 (seal) personally appeared Ma -1 �`—> who proved to me on the basis of satisfactory evidence to be the perso ) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of tea• that the foregoing paragraph is true and correct. WITNESS my hand and official seal. —I� C40TARy lizabethob Signature //L �'�— PUBLIC ton County, Arkanin sas missionExpires 9/15/2015 al) 88Mt 5610.0079 Page 3 119a041.01 z10129,t0 g GRESHAM SAVAGE NOLAN & TILDEN A PROFESSIONAL CORPORATION LAWYERS. FOUNDED 1910 Fox'IHER M: 550 E. HOSPITALITY LANE, SUITE 300 Ma'k A. Ostulc6 SAN BERNARDINO, CALIFORNIA 92408.4205 email: markmtoiehQyreshamsaysYe,com (909)884-2171 • FACSIMILE (890.9690 www.greshamravage.co..cem August 11, 2005 VIA E-MAIL Ivigonzalna stewart.coml AND FEDERAL EXPRESS Violet Gonzales, Escrow Officer Stewart Title Insurance Company 2 North LaSalle Street, Suite 1400 Chicago, IL 60602 Re: La Quinta, California Sam's Store No. 4941-00 Escrow No. NTS# 04030720 Title Order No. 519266783 Our File No. W764-000 (RDA) Closing Date: August 12, 2005 Dear Ms. Gonzales: This letter is being written to you on behalf of SAM'S REAL ESTATE BUSINESS TRUST, a Delaware statutory trust {"Sam's"), in connection with that certain Purchase Agreement dated April 20, 2005 by and between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, formed under the California Community Redevelopment Law ("Seller"), and Sam's, as amended ("Purchase Agreement"). Stewart Title Insurance Company ("Title Company" and "Escrow Holder') has agreed to handle the escrow ("Escrow") established by the Purchase Agreement. In connection with the transaction contemplated by the Purchase Agreement (the "Transaction"), the Title Company has issued.a Proforma Policy of title insurance, a copy of which is attached hereto as Exhibit "A" (the "Proforma"), applicable to the real property (the "RDA Property l being conveyed pursuant to the Purchase Agreement. Sam's has also provided to the Title Company an ALTA Survey of the Property prepared by Nasland Engineering (the "Survey'. Sam's will deposit into Escrow the sum of Four Million Nine Hundred Twenty -Two Thousand Seventy -Three and 36/100 Dollars ($4,922,073.36), which sum constitutes the Purchase Price (as defined in the Purchase Agreement) of Five Million One Hundred Twenty - One Thousand Four Hundred Ninety -Two and Noll 00 Dollars ($5,121,492.00) (the "Purchase Price"), adjusted for all amounts owed by Sam's or credited to Sam's in connection with the Transaction, for handling in strict accordance with these instructions, and as detailed in Escrow Holder's Settlement Statement (the "Settlement Statement"), which Settlement Statement is subject to Sam's and Seller's approval prior to the Closing of the Transaction. In the event that Riverside Office . 3750 University Avenue, Suite 250, Riverside, CA 92501 . (951) 684-2171 . Facsimile (951) 684-2150 Victorville Office. 13911 Park Avenue, Suite 208, Victorville, CA 92392. (760) 243-2889 . Facsimile (760) 243-0467 W764-LA_QHrNT (SAMS)—M171.1 0 • GRESHAM SAVAGE NOLAN & TILDEN Mark A. OsWWh Violet Gonzales, Escrow Officer Stewart Title Insurance Company August 11, 2005 Page 2 you receive such funds one, or more, days prior to August 12, 2005 ("Closing Date"), you are instructed to deposit such funds into an interest bearing account, and to credit all interest accrued thereon to Sam's at the Closing, and to refund any remaining balance thereafter remaining to Sam's. The Seller has deposited, or will deposit prior to the Closing, into Escrow the following documents in connection with the Closing of the Transaction ("Seller's Documents"): A. Grant Deed duly executed, and acknowledged, by Seller in favor of Sam's ("RDA Deed"); B. Three (3) counterpart originals of an Option Agreement by and between Sam's and Seller, each duly executed by Seller ("RDA Option Agreement"); C. Entity Transferor form duly executed by Seller ("FIRPTA"); and D. 593-C duly executed by Seller. Sam's has deposited, or will deposit, part of the Closing, into Escrow the following documents in connection with the Closing of the Transaction ("Sam's Documents"): A. Three (3) counterpart originals of the RDA Option Agreement, each duly executed by Sam's; and B. A Grant of Easement duly executed and acknowledged by Sam's in favor of Seller ("RDA Grant of Easement"). Notwithstanding any provision hereof, deposit of Seller's Documents or Sam's Documents (collectively the "Closing Documents") with Title Company, at 3403 Tenth Street, Suite 400, Riverside, California 92501, Attention: Darlene Allen, shall constitute deposit into Escrow. . Upon receipt of Seller's Documents, you are instructed to confirm that the original Deed, Entity Transferor form and 593-C deposited by Seller are identical to the photocopies delivered to you by Sam's. Concurrently with the closing of the Transaction, Sam's is closing another transaction with Stamko Development Co., a California limited partnership ("Stamko'), for certain real property adjacent to the RDA Property ("Stamko Property"), which transaction is subject of Escrow No. 05030923 ("Stamko Escrow"). The following documents will be deposited into the Stamko Escrow: W "-LAQO A (SANS)-26111.1 GRESHAM SAVAGE NOLAN & TILDEN Mark A. Ostokk - Violet Gonzales, Escrow Officer Stewart Title Insurance Company August 11, 2005 Page 3 A. A Grant Deed duly executed and acknowledged by Stamko in favor of Sam's ("Stamko Deed"); B. Four (4) counterpart originals of an Amended and Restated Declaration of Covenants, Conditions, Restrictions and Reciprocal Easements, each duly executed and acknowledged by Stamko, Sam's and Wal-Mart Real Estate Business Trust, a Delaware statutory trust ("Wal-Mart") ("Amended Declaration" ); C. Three (3) counterpart originals of an Option Agreement by and between Stamko and Sam's ("Stamko Option Agreement"); D. Three (3) counterpart originals of an Agreement Regarding Commercial Domestic Water and/or Sanitation Installation, each duly executed by Stamko and Sam's ("Commercial Water Agreement"); E. Three (3) counterpart originals of a Second Amendment to Declaration of Covenants, Conditions and Restrictions and Reservation of Easements each duly executed and acknowledged by Stamko, Sam's and Wal-Mart ("Declaration Amendment'); F. An Amended Memorandum of Lease between Stamko's related entity, Mastek, LLC, and PetsMart, Inc., in order to replace that certain Memorandum of Lease dated October 15, 2003, and recorded December 10, 2003 as Instrument No. 2003-267569 ("PetsMart Memorandum"); and G. A Quitclaim Deed duly executed and acknowledged by PetsMart, Inc., in favor of Stamko ("PetsMart Quitclaim"). When you are ready to close, you will first advise George J. Bacso, Esq., of Sam's (Phone 479-273-8382) and receive final telephone instructions. No documents are to record and If you do not receive Mr. Bacso's final telephonic instructions to close Escrow on or before 5:00 p.m., Pacific time, on the Closing Date, you are instructed to deliver, of cause to be delivered, to Sam's all documents and funds deposited with you on behalf of Sam's, unless you have been advised by Mr. Bacso that a subsequent closing date has been agreed upon between Seller and Sam's, in which case all references to the Closing Date herein shall be deemed to refer to such subsequent Closing Date. Upon receipt of Mr. Bacso's final telephonic instructions, you are instructed to: (1) insert the recording information for Parcel Map No. 33588 into: (a) Exhibit "A" of the RDA Deed, (b) the RDA Grant of Easement, (c) Exhibit "A" of the RDA Option Agreement, (c) Exhibit "A- I" W6HA QU A (sms)-163n.1 GRESHAM SAVAGE NOLAN & TILDEN Mark A. OstWa Violet Gonzales, Escrow Officer Stewart Title Insurance Company August 11, 2005 Page 4 to the Stamko Option Agreement, (d) the FIRPTA, (e) Exhibit "C" of the Amended Declaration, (f) Exhibit `B" of the PetsMart Memorandum, and (g) Exhibit "C" of the Declaration Amendment; (2) insert the Closing Date into: (a) the second Recital of the Stamko Option Agreement, (b) the preamble of the Amended Declaration, (c) the preamble of the PetsMart Memorandum, . and (d) the preamble of the Commercial Water Agreement; (3) insert the recording information for the Amended Declaration into the PetsMart Memorandum; and (4) record in the Recorder's Office of Riverside County, California (the "Official Records") the following documents, in the order set forth below ("Closing Documents"): 1. PetsMart Quitclaim; 2. Stamko Deed; 3. RDA Deed; 4. Amended Declaration; 5. Second Declaration Amendment; 6. RDA Option Agreement; 7. Stamko Option Agreement; 8. RDA Grant of Easement, and 9. PetsMart Memorandum. No funds are to be disbursed until you receive confirmation that the Deed has been recorded in the Official Records. You are to record or cause to be recorded such document when but only when: A. You have confirmed that the legal description contained in the RDA Deed is correct; B. The Settlement Statement has been approved by Sam's and the Seller, and you have delivered a frilly executed copy of the Settlement Statement to the undersigned; C. You have received all of the Seller's Documents; B. W 641.A_QUMA_(SAMS)-Wn.1 0 0 GRESHAM SAVAGE NOLAN & TILDEN Mark A. Ortokh Violet Gonzales, Escrow Officer Stewart Title Insurance Company August 11, 2005 Page 5 D. The Seller has been advised of these instructions and has signed this letter below, in counterpart, indicating that Seller has agreed to proceed with the Closing pursuant to these instructions; E. You have confirmed that all real property taxes have been paid for the RDA Property; F. You have confirmed that all of the requirements for the issuance of the Title Policy, as hereinafter defined, have been satisfied or waived by the Title Company; and G. The Title Company is irrevocably and unconditionally committed to issue, without payment of further fee or premium, an ALTA Owner's Extended Coverage Policy of title insurance with respect to both the RDA Property and the Stamko Property (the "Title Policy") in the amount of the Purchase Price naming Sam's, as the insured with respect to its interests, as set forth in the Proforma, and containing the following endorsements (each in the form attached to the Proforma): A 100M Comprehensive Endorsement; 2. A 100.5 Endorsement insuring against a violation of the covenants contained in Exception 12, prior to the date of the Title Policy; A 103.4 Endorsement insuring that the Property has access by easement onto Highway I I I and Dune Palms Road; 4. A 103.3M Endorsement insuring against loss from interference with planned improvements from the easements and/or encroachments contained in Exceptions 15, 16, 19 and 22; 5. A 103.5M Endorsement insuring against loss which may be sustained as the result of the exercise of any right to use the surface of the land for the extraction of water excepted from the description of the land; 6. A 103.7 Endorsement insuring that the RDA Property and the Stamko Property have direct access onto Highway 111 and Dune Palms Road; 7. A 110.1.Endorsemenf deleting the co-insurance provision from the Title Policy; WT A_QUWTA_(SWS)-Wn.1 GRESHAM SAVAGE NOLAN & TILDEN Mark A Osfoieb Violet Gonzales, Escrow Officer Stewart Title Insurance Company August 11, 2005 Page 6 8. A 110.1 Endorsement deleting the arbitration provision from the Title Policy; 9. A 110.1 Endorsement deleting the creditor's rights provision from the Title Policy; 10. A 116.1 Endorsement insuring that the legal description contained in the Title Policy is the same as that contained in the ALTA Survey; 11. A 116.4 Endorsement insuring contiguity of the parcels comprising the RDA Property and the Stamko Property; 12. A 116.7 Endorsement insuring against violations of the Subdivision Map Act; and 13. Sam's standard form of Successor Endorsement insuring Sam's successors. When all of the foregoing has been accomplished, you are instructed to: A. Immediately contact Mr. Bacso to confirm recordation; B. Return to the undersigned a conformed copy of the: (i) PetsMart Memorandum, (ii) RDA Deed, (iii) Stamko Deed, (iv) Amended Declaration, (v) RDA Grant of Easement, (vi) Declaration Amendment, (vii) RDA Option Agreement, (viii) Stamko Option Agreement, and (ix) PetsMart Quitclaim; C. Return to the undersigned: (i) two (2) fully executed originals of the Amended Declaration; (ii) two (2) fully executed originals of the Stamko Option Agreement; (iii) two (2) fully executed originals of the RDA Option Agreement; (iv) two (2) fully executed originals of the Commercial Water Agreement; (v) two (2) fully executed originals of the Declaration Amendment; and (vi) the original Entity Transferor Form and 593-C executed by Seller; D. Within forty-eight (48) hours of the Closing, send a copy of the fully executed Settlement Statement to Michael Tustison in Sam's Real Estate Accounting Department at facsimile number (479) 204-9356; E. Cause the Title Company to issue and deliver the Title Policy to the undersigned within ten (10) business days of recording the Deed; F. Disburse the funds as directed by the Settlement Statement; and B. W76 LA_QUWTk(SAMS)-26MI GRESRAM SAVAGE NOLAN & TILDEN Muk A Ostoieh Violet Gonzales, Escrow Officer Stewart Title Insurance Company August 11, 2005 Page 7 G. Return to the undersigned a copy of this letter bearing the original signature of an authorized representative of Title Company, indicating Title Company's agreement to be bound by these instructions. You are hereby authorized to accept additional instructions on behalf of Sam's, necessary or convenient for the Closing of the Transaction, from the undersigned, Mn Bacso or Mr. Matt Wilcox. These instructions may be modified only by the undersigned, Mr. Bacso, or Mr. Wilcox. In the event you receive any instructions in connection with the Transaction which conflict with these instructions, you are to immediately contact Mr. Bacso and you are to take no further action until the conflict has been resolved to Mr. Bacso's satisfaction. Very truly yours, Mark A. Ostoich, for GRESHAM SAVAGE NOLAN & TILDEN JMW/cam Enclosures cc: George Bacso, Esq. Darlene Allen, Title Officer J. Matthew Wilcox, Esq. N1tY/bnlQomaan{Qo�ios DoalCleuiy Lem(RDA}dac SELLER HEREBY ACKNOWLEDGES HAVING RECEIVED A COPY OF THIS LETTER LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic BY: Thomas P. Genovese Its: Executive Director W76 LA QUIWA (SANIS)-20732 GRESHAM SAVAGE NOLAN & TILDEN Mark A. 0stnic6 Violet Gonzales, Escrow Officer Stewart Title Insurance Company August 11, 2005 Page 8 AGREED TO AND ACKNOWLEDGED: STEWART TITLE INSURANCE COMPANY By: Its: W764-LA uimr (s,ws)-2on.2 PROFORMA EXHIBIT "A" M64-LAQU A_(SA )-M]3.1 TA OWNER'S POLICY OF TITLE INSURANCE ISSUED BY STEWART TITLE GUARANTY COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; - 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of the Date of Policy shown in Schedule A. PROFORMA Chairman of the uoard Countersigned: PROFORMA Authorized Countersignature STEWART TITLE OF CALIFORNIA. INC. Agent ID: 05060A Sanctity of Coaftw STEWART TITLE GUARANTYCOMPANY PROFORMA EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance mulling from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police Power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prim to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant Prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws; that is based on: (a) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer, or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: 0) to timely record the instrument of transfer; or (ii) of such recordation to Impart notice to a purchaser for THIS "PRO -FORMA" TITLE POLICY IS ISSUED AS A CONVENIENCE TO PROPOSED INSURED OF STEWART TITLE GUARANTY COMPANY. IT IS IN NO WAY TO BE CONSTRUED AS A COMMITMENT TO ANY FINAL FORM OF A POLICY OF TITLE INSURANCE BY THE COMPANY. STEWART TITLE GUARANTY COMPANY HEREBY RESERVES THE RIGHT TO MODIFY, ADD TO, OR EXCLUDE FROM, ANY AND ALL FORM OR FORMS OF THE SUBJECT MATTER, "EXCEPTIONS, ENDORSEMENTS, MAPS, ETC.", CONTAINED WITHIN THIS "PRO -FORMA" TITLE POLICY, • ALTA OWNER'S POLICY 10-17-92 PROFORMA SCHEDULE A Order No.: 519266783A Amount of Insurance: $9,477,492.00 Date of Policy: at Policy No.: 0-9701- Premium:.$ 1. Name of Insured: SAM'SREAL ESTATE BUSINESS TRUST, A DELAWARE STATUTORY TRUST 2. The estate or interest in the land which is covered by this policy is: FEE 3. Title to the estate or interest in the land is vested in: SAM'S REAL ESTATE BUSINESS TRUST, A DELAWARE STATUTORY TRUST 4. The land referred to in this policy is described as follows: SEE ATTACHED LEGAL DESCRIPTION -1- 519266783A Policy No.: 9701- ALTA OWNER'S POLICY 10-17-92 LEGAL DESCRIPTION The land referred to in this policy is situated in the county of RIVERSIDE, State of California, and is described as follows: PARCEL A: PARCELS 2 AND 3 OF PARCEL MAP 33588, AS SHOWN BY MAP ON FILE IN BOOK * PAGE(S)- *, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, PARCEL B: PARCELS 2 AND 3 OF PARCEL MAP NO. 30420 AS SHOWN BY MAP ON FILE IN BOOK 202 PAGE(S) 40 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL C: PARCEL 4 TOGETHER WITH THAT PORTION OF PARCEL 5 OF PARCEL MAP NO. 30420 PARCEL MAP NO. 30420 AS SHOWN BY MAP ON FILE IN BOOK 202 PAGE(S) 40 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: .BEGINNING AT THE NORTHEAST CORNER OF PARCEL 4 OF SAID PARCEL MAP; THENCE NORTH 00013148" WEST 10 FEET ALONG THE EAST LINE OF PARCEL 5; THENCE NORTH 90000'00" WEST 354.71 FEET TO A POINT ON THE WEST LINE OF PARCEL 5; THENCE SOUTH 00000'00" EAST 10 FEET TO THE NORTHWEST CORNER OF SAID PARCEL 4; THENCE SOUTH 90000'00" EAST 354.75 FEET ALONG THE NORTH LINE OF SAID PARCEL 4, TO THE POINT OF BEGINNING. SAID PROPERTY IS ALSO SHOWN AS ADJUSTED PARCEL A OF LOT LINE ADJUSTMENT 02-391 AS SET OUT IN .DEED RECORDED DECEMBER 31, 2002 AS INSTRUMENT NO. 02-790690 OF OFFICIAL RECORDS. PARCEL D: A PERMANENT, NON-EXCLUSIVE RECIPROCAL EASEMENT FOR INGRESS AND Continued on next page -2- 519266783A Policy No.: 9701- ALTA OWNER'S POLICY 10-17-92 EGRESS AND DRAINAGE PURPOSES, OVER AND ACROSS ALL OF PARCELS 1 THROUGH 18, INCLUSIVE, AS RESERVED ON PARCEL MAP 30420, IN BOOK 202 PAGES 40 TO 44, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. End of Legal Description Continued on next page -3- 519266783A Policy No.: 9701- ALTA OWNER'S POLICY 10-17-92 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the company will not pay costs, attorneys' fees or expenses which arise by reason of: A. GENERAL AND SPECIAL CITY AND/OR COUNTY TAXES FOR THE FISCAL YEAR 2005-2006, A LIEN NOT YET DUE AND PAYABLE. B.-DELETED C. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5, COMMENCING WITH SECTION 75 OF REVENUEANDTAXATION CODE OF THE STATE OF CALIFORNIA. NO SUCH TAXES RELATE TO A PERIOD PRIOR TO THE DATE OF POLICY. D. DELETE E. DELETE 1. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. - 2. DELETE 3. DELETE 4. DELETE 5. DELETE 6. DELETE 7.. DELETE 8. DELETE 9. DELETE Continued on next page -4- 519266783A Policy No.: 9701- ALTA OWNERS POLICY 10-17-92 10. DELETE 11. DELETE 12. THE MATTERS CONTAINED IN AN INSTRUMENT ENTITLED DEVELOPMENT AGREEMENT, DATED JULY 15, 1997 BY AND BETWEEN THE CITY OF LA QUINTA AND STAMKO DEVELOPMENT CO., A CALIFORNIA LIMITED PARTNERSHIP, AND JUVONEN LIVING TRUST, A CALIFORNIA TRUST, UPON THE TERMS AND CONDITIONS AND COVENANTS THEREIN PROVIDED, RECORDED SEPTEMBER 3, 1997 AS INSTRUMENT NO. 319682 OF OFFICIAL RECORDS. REFERENCE IS MADE TO SAID INSTRUMENT FOR PARTICULARS. (SAID MATTER AFFECTS PARCELS B,C) AN AMENDMENT TO SAID AGREEMENT WAS EXECUTED BY STAMKO DEVELOPMENT COMPANY AND RECORDED MARCH 11, 1999 AS INSTRUMENT NO. 98812 OF OFFICIAL RECORDS. A SECOND AMENDMENT TO SAID AGREEMENT WAS EXECUTED BY THE CITY OF LA QUINTA AND STAMKO DEVELOPMENT COMPANY AND RECORDED JULY 25, 2000 AS INSTRUMENT NO. 00-285639 OF OFFICIAL RECORDS. 13. THE MATTERS CONTAINED IN AN INSTRUMENT ENTITLED COMMERCIAL DOMESTIC WATER AND/OR SANITATION INSTALLATION, DATED JANUARY 8, 1999 BY AND BETWEEN COACHELLA VALLEY WATER DISTRICT AND STAMKO DEVELOPMENT CO., UPON THE TERMS AND CONDITIONS AND COVENANTS THEREIN PROVIDED, RECORDED MARCH 4, 1999 AS INSTRUMENT NO. 88340 OF OFFICIAL RECORDS. REFERENCE IS MADE TO SAID INSTRUMENT FOR PARTICULARS (SAID MATTER AFFECTS PARCELS B,C) 14. THE MATTERS CONTAINED IN THE DOCUMENT ENTITLED DECLARATION OF RESTRICTIONS, RECORDED MAY 5, 1999 AS INSTRUMENT NO. 192401 OF OFFICIAL RECORDS, WHICH PROVIDES AMONG OTHER THINGS: (A) COVENANTS, CONDITIONS AND RESTRICTIONS AFFECTING SAID ESTATE OR INTEREST; (B) TAXES; (C) ASSESSMENTS; (D) LIENS AND THE SUBORDINATION THEREOF; (E) PROVISIONS RELATING TO PARTY WALLS; (F) POWERS OF ATTORNEY; (G) CERTAIN EASEMENTS; Continued on next page -5- 519266783A POUCY No.: 9701- ALTA OWNER'S POLICY 10-17-92 (H) SLOPES AND DRAINAGE; (I) SEVERABILITY; (J) MORTGAGE PROTECTION CLAUSE WHICH PROVIDES THAT ANY BREACH OF THE COVENANTS, CONDITIONS, AND RESTRICTIONS CONTAINED THEREIN SHALL NOT DEFEAT NOR RENDER INVALID THE LIEN OF ANY MORTGAGE OR DEED OF TRUST MADE IN GOOD FAITH AND FOR VALUE, BUT ALL COVENANTS, CONDITIONS, AND RESTRICTIONS SHALL BE BINDING UPON AND EFFECTIVE AGAINST ANY OWNER .WHOSE TITLE IS DERIVED THROUGH FORECLOSURE OR TRUSTEE'S DEED OR OTHERWISE. OMITTING ANY COVENANT OR RESTRICTION BASED ON RACE,.COLOR, RELIGION, SEX, HANDICAP, FAMILIAL STATUS OR NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT THE COVENANT (A) IS EXEMPT UNDER CHAPTER 42, SECTION 3607 OF THE UNITED STATES CODE, OR (B) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS. (SAID MATTER AFFECTS PARCELS B,C) SAID COVENANTS, CONDITIONS AND RESTRICTIONS WERE MODIFIED BY INSTRUMENT(S) RECORDED SEPTEMBER 12, 2002 AS INSTRUMENT NO. 2002-507495, OF OFFICIAL RECORDS. SAID COVENANTS, CONDITIONS AND RESTRICTIONS WERE FURTHER MODIFIED BY INSTRUMENT RECORDED AS INSTRUMENT NO. OF OFFICIAL RECORDS. 15. AN EASEMENT FOR INGRESS AND EGRESS AND INCIDENTAL PURPOSES, AS SHOWN ON THE MAP OF SAID PARCEL MAP 30420. 16. AN EASEMENT FOR DRAINAGE AND INCIDENTAL PURPOSES, AS SHOWN ON THE MAP OF SAID PARCEL MAP 30420. 17. DELETE 18. DELETE 19. AN EASEMENT FOR INGRESS, EGRESS AND DRAINAGE, AND INCIDENTAL PURPOSES, IN FAVOR OF WAL-MART ESTATE BUSINESS TRUST, A DELAWARE BUSINESS TRUST, IN INSTRUMENT RECORDED SEPTEMBER 12, 2002 AS INSTRUMENT NO. 02-507493 OF OFFICIAL RECORDS. (SAID MATTER AFFECTS PARCEL C) 20. COVENANTS, CONDITIONS AND RESTRICTIONS AS SET FORTH IN A Continued on next Daae S� 519266783A Policy No.: 9701- ALTA OWNER'S POLICY 10-17-92 DECLARATION OF AMENDED AND RESTATED RESTRICTIONS RECORDED * AS INSTRUMENT NO. * OF OFFICIAL RECORDS. TERMS, PROVISIONS, COVENANTS, CONDITIONS AND RESTRICTIONS, EASEMENTS, CHARGES, ASSESSMENTS AND LIENS PROVIDED IN THE COVENANTS, CONDITIONS AND RESTRICTIONS ABOVE MENTIONED, BUT OMITTING ANY COVENANT, CONDITION OR RESTRICTION, IF ANY, BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL STATUS OR NATIONAL ORIGIN UNLESS AND ONLY TO THE EXTENT THAT THE COVENANT, CONDITION OR RESTRICTION (a) IS EXEMPT UNDER TITLE 42 OF THE UNITED STATES CODE, OR (b) RELATES TO HANDICAP, BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS. THE RIGHT TO LEVY CHARGES AND/OR ASSESSMENTS AS SET FORTH IN THE INSTRUMENT ABOVE MENTIONED. (SAID MATTER AFFECTS PARCELS B, C) 21. AN UNRECORDED LEASE, AFFECTING THE PREMISES HEREIN STATED, EXECUTED BY AND BETWEEN THE PARTIES NAMED HEREIN, FOR THE TERM AND UPON THE TERMS, COVENANTS,AND CONDITIONS THEREIN PROVIDED, RECORDED DECEMBER 10, 2003 AS INSTRUMENT NO. 2003-967569 OF OFFICIAL RECORDS: DATED: OCTOBER 13, 2003 LESSOR: STAMKO DEVELOPMENT CO., LP, A CALIFORNIA LIMITED PARTNERSHIP LESSEE: PETSMART, INC., A DELAWARE CORPORATION DISCLOSED BY: MEMORANDUM OF LEASE AND AN AMENDED MEMORANDUM OF LEASE AS INSTRUMENT NO. * OF OFFICIAL RECORDS. DATED: LESSOR: STAMKO DEVELOPMENT CO., LP, A CALIFORNIA LIMITED PARTNERSHIP LESSEE: PETSMART, INC., A DELAWARE CORPORATION DISCLOSED BY: AMENDED MEMORANDUM OF LEASE NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID LEASEHOLD OR MATTERS AFFECTING THE RIGHTS OR INTERESTS OF THE Continued on next page -7- 519266783A Policy No.: 9701- ALTA OWNER'S POLICY 10-17-92 LESSOR OR LESSEE ARISING OUT OF OR OCCASIONED BY SAID LEASE. (SAID MATTER AFFECTS PARCELS B, C) 22. ANY RIGHTS, INTERESTS OR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF MATTERS AFFECTING THE HEREIN DESCRIBED PROPERTY AS SHOWN ON THAT CERTAIN A.L.T.A. SURVEY DATED JANUARY 20, 2005, PREPARED BY NASLAND ENGINEERING,UNDER SURVEY NO. 304-018.1, AS FOLLOWS: . A: DELETE B: VARIOUS WATER LINES AS SHOWN ON SAID SURVEY C: 42" STORM DRAIN AS SHOWN ON SAID SURVEY D: TAILINGS AS SHOWN ON SAID SURVEY END OF EXCEPTIONS Typist Initials: SF Print date: June 10, 2005 Modified Endorsement 100 • ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Order No.: 519266783A Dated: Endorsement Serial No. E-9936- 0 Fee: THE COMPANY HEREBY INSURES AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF ANY OF THE FOLLOWING MATTERS: I. ANY INCORRECTNESS IN THE ASSURANCE WHICH THE COMPANY HEREBY GIVES: (A) THAT THERE ARE NO PRESENT VIOLATIONS ON THE LAND OF ANY ENFORCEABLE COVENANTS, CONDITIONS OR RESTRICTIONS. (B) THAT, EXCEPT AS SHOWN IN SCHEDULE B, THERE ARE NO ENCROACHMENTS OF BUILDINGS, STRUCTURES, OR IMPROVEMENTS LOCATED ON SAID LAND ONTO ADJOINING LANDS, NOR ANY ENCROACHMENTS OF BUILDINGS, STRUCTURES, OR IMPROVEMENTS LOCATED ON SAID LAND ONTO ADJOINING LANDS, NOR ANY ENCROACHMENTS ONTO SAID LAND OF BUILDINGS, STRUCTURES, OR IMPROVEMENTS LOCATED ON ADJOINING LANDS. 2. UNMARKETABILITY OF THE TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY REASON OF ANY VIOLATIONS ON SAID LAND, OCCURRING PRIOR TO ACQUISITION OF TITLE TO THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A BY THE INSURED, OF ANY COVENANTS, CONDITIONS OR RESTRICTIONS. 3. DAMAGE TO EXISTING IMPROVEMENTS, INCLUDING LAWNS, SHRUBBERY OR TREES (A) WHICH ARE LOCATED OR ENCROACH UPON THAT PORTION OF THE LAND Continued on next page Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART MORRIS JR.. Chairmanofthe Board Countersigned: ALLAN WASSERMAN Authorized Countersignature STEWART TITLE OF CALIFORNIA, INC. Agent ID: 05060A STEWART TITLE GUARANTYCOMPANY MALCOLM S. MORRIS President 519266783A 100 SUBJECT TO ANY EASEMENT SHOWN ON SCHEDULE B, WHICH DAMAGE RESULTS FROM THE EXERCISE OF THE RIGHT TO USE OR MAINTAIN SUCH EASEMENT FOR THE PURPOSES FOR WHICH THE SAME WAS GRANTED OR RESERVED. (B) RESULTING FROM THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF SAID LAND FOR THE EXTRACTION OR DEVELOPMENT OF THE MINERALS EXCEPTED FROM THE DESCRIPTION OF SAID LAND OR SHOWN AS A RESERVATION IN SCHEDULE B. 4. ANY FINAL COURT ORDER OR JUDGEMENT REQUIRING REMOVAL FROM ANY LAND ADJOINING SAID LAND OF ANY ENCROACHMENT SHOWN IN SCHEDULE B. WHEREVER IN THIS ENDORSEMENT ANY OR ALL THE WORDS "COVENANTS, CONDITIONS OR RESTRICTIONS" APPEAR, THEY SHALL NOT BE DEEMED TO REFER TO OR INCLUDE THE TERMS, COVENANTS AND CONDITIONS CONTAINED IN ANY LEASE REFERRED TO IN.SCHEDULE A. FOR PURPOSES OF THIS ENDORSEMENT, THE WORDS "COVENANTS," "CONDITIONS" OR "RESTRICTIONS" SHALL NOT BE DEEMED TO REFER TO OR INCLUDE ANY COVENANTS, CONDITIONS OR RESTRICTIONS RELATING TO ENVIRONMENTAL PROTECTION, EXCEPT TO THE EXTENT THAT A NOTICE OF A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY AND IS NOT EXCEPTED IN SCHEDULE B. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Modified Endorsement 103.4 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936- OrderNo.: 519266783A Dated: Fee: THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF THE EASEMENT DESCRIBED AS PARCEL D IN. SCHEDULE A TO PROVIDE THE OWNER OF THE ESTATE OR INTEREST REFERRED TO IN SCHEDULE A WITH INGRESS AND EGRESS TO AND FROM A PUBLIC STREET KNOWN AS HWY 111 AND DUNE PALMS ROAD. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART MORRIS JR. Chairman of the aoard Countersigned. ALLAN WASSERMAN Authorized Countersignature STEWART TITLE OF CALIFORNIA, INC. Agent ID: 05060A STEWART TITLE GUARANTY COMPANY MALCOLM S. MORRIS _ President Modified Endorsement 103.7 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Order No.: 5192 6 6 78 3A Dated: Endorsement Serial No. E-9936- 0 Fee: THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS OR DAMAGE WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF THE LAND TO ABUT UPON A PHYSICALLY OPEN STREET KNOWN AS HIGHWAY 111 AND DUNE PALMS ROAD. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignewre. STEWART MORRIS IR. - Chairmsa of the Board Countersigned: ALLAN WASSERMAN Authorized Counteraignature- STEWART TITLE OF CALIFORNIA, INC. Agent ID: 05060A STEWART TITLE GUARANTY COMPANY MALCOLM S. MORRIS President Modified Endorsement 116.1 • 0 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936- Order No.: 519266783A Dated: Fee: THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS OR DAMAGE WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF THE LAND TO BE THE SAME AS THAT DELINEATED ON THE PLAT OF A SURVEY MADE BY NASLAND ENGINEERING ON JANUARY 20, 2005 DESIGNATED JOB NO. 304-018.1, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART TITLE GUARANTY COMPANY STEWART MORRIS JR. MALCOLM S. MORRIS Chairman of the Board President Countersigned: ALLAN WASSERMAN Authorized Counteraignature STEWART TITLE OF CAUFORMA, INC. Agent ID: 05060A Modified Endorsement 116.4 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936- Order No.: 519266783A Dated: Fee: THE COMPANY HEREBY.INSURES THE INSURED AGAINST LOSS OR DAMAGE WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF THE LAND DESCRIBED IN SCHEDULE A TO BE CONTIGUOUS TO THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TC ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART MORRIS IR. Chairman of the Board Countersigned: ALLAN WASSERMAN Authorized Countersignature STEWART TITLE OF CALIFORNIA, INC. Agent ID: 05060A STEWART TITLE GUARANTY COMPANY MALCOLM S. MORRIS President - Modified Endorsement 116.7 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936 Order No.: 519266783A Dated: Fee: THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS OR DAMAGE WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF THE LAND DESCRIBED IN SCHEDULE A TO CONSTITUTE A LAWFULLY CREATED PARCEL ACCORDING TO THE SUBDIVISION MAP ACT (SECTION 66410, ET SEQ., OF THE CALIFORNIA GOVERNMENT CODE) AND LOCAL ORDINANCES ADOPTED PURSUANT THERETO. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART MORRIS JR. Chairman of the Bnard Cauntersigned: ALLAN WASSERMAN Authorized Countersignature STEWART TITLE OF CALIFORNIA, INC. Agent ID: 05060A - STEWART TITLE GUARANTYCOMPANY MALCOLM S. MORRIS B eaidene Modified Endorsement 110.1 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Order No.: 519266783A Dated: Endorsement Serial No. E-9936- 0 Fee: THE POLICY IS HEREBY AMENDED BY DELETING PARAGRAPH(S) 4 of Exclusions From Coverage, And 7 and 14 of Conditions and Stipulations. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART TITLE GUARANTY COMPANY STEWART MORRIS JR. MALCOLM S. MORRIS Chairman of the Hoard President countersigned: ALLAN WASSERMAN Authorized Countersignature STEWART TITLE OF CALIFORNIA. INC. Agent ID: 05060A Modified Endorsement SUCCESSOR ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936- Order No.: 519266783A Dated: Fee: THE COMPANY HEREBY AGREES THAT THE DEFINITION OF INSURED CONTAINED IN PARAGRAPH 1(a) OF THE CONDITIONS AND STIPULATIONS OF THIS POLICY SHALL INCLUDE THE FOLLOWING SUCCESSORS IN INTEREST TO THE NAMED INSURED OF THE ESTATE OR INTEREST DESCRIBED IN SCHEDULE A (RESERVING, HOWEVER, ALL RIGHTS AND DEFENSES AS TO ANY SUCCESSOR THAT THE COMPANY WOULD HAVE HAD AGAINST THE NAMED INSURED). 1. THE GRANTEE OF THE NAMED INSURED, PROVIDED THE GRANTEE IS A WAL-MART ENTITY (AS DEFINED BELOW) WHICH IS OWNED EITHER DIRECTLY BY OR THROUGH A WAL-MART ENTITY AND PROVIDED THAT SUCH GRANTEE RECEIVES TITLE TO THE LAND DESCRIBED IN SCHEDULE IA'; OR 2. THE SUCCESSOR OF THE INSURED UNDER THE POLICY WHICH BECOMES SUCH BY OPERATION OF LAW (AS OPPOSED TO PURCHASE) BY REASON OF DISSOLUTION, MERGER, CONSOLIDATION OR CORPORATE REORGANIZATION. AS USED HEREIN THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS: "WAL-MART ENTITY" SHALL INCLUDE (1) ANY CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP WHICH IS WHOLLY OWNED BY WAL-MART PARENT, AND (2) A REAL ESTATE BUSINESS TRUST WHEREIN WAL-MART PARENT (a) OWNS AT LEAST FIFTY-ONE PERCENT (51%) OF THE EQUITY INTEREST, AND (b) CONTROLS ONE HUNDRED PERCENT (100%) OF THE VOTING RIGHTS. Continued on next page Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART MORRIS JR. Chairman of the Hoard Countersigned: ALLAN WASSERMAN Authorized Countersignature STEWART TITLE OF CALIFORNIA. INC. Agent ID: 05060A STEWART TITLE GUARANTY COMPANY MALCOLM S. MORRIS President 519266783A SUCCESSOR "WAL-MART PARENT" SHALL MEAN WAL-MART STORES, INC., A DELAWARE CORPORATION. - THIS ENDORSEMENT SHALL NOT BE CONSTRUED AS EXTENDING THE COVERAGE OF THE POLICY TO A LATER DATE THAN THE DATE OF POLICY SHOWN IN SCHEDULE A, NOR DOES IT IMPOSE ANY LIABILITY.ON THE COMPANY FOR LOSS OR DAMAGE RESULTING FROM (i) FAILURE OF A SUCCESSOR REFERRED TO ABOVE TO ACQUIRE AN INSURABLE ESTATE OR INTEREST IN THE LAND, OR (ii) ANY DEFECT, LIEN OR ENCUMBRANCE ATTACHING BY REASON OF THE ACQUISITION OF AN ESTATE_ OR INTEREST IN THE LAND BY THE SUCCESSOR. THIS ENDORSEMENT IS. MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Modified Endorsement 103.3 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936- 0 Order No.: 5192 66 7 8 3A Fee: Dated: THE COMPANY HEREBY INSURES THE OWNER OF THE INDEBTEDNESS SECURED BY THE MORTGAGE REFERRED TO IN PARAGRAPH OF SCHEDULE ,r AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN IN THE EVENT THAT THE OWNER OF THE EASEMENT REFERRED TO IN PARAGRAPHS 15, 16, 19, 22 OF SCHEDULE B SHALL, FOR THE PURPOSE OF "EXERCISING THE RIGHT OF USE OR MAINTENANCE OF SAID EASEMENTS", COMPEL THE REMOVAL OF ANY PORTION OF THE IMPROVEMENTS ON THE LAND WHICH ENCROACH UPON SAID EASEMENT. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART TITLE GUARANTY COMPANY STEWART MORRIS JR. MALCOLM S. MORRIS Chairman of the Board - President eouttersigned: ALLAN WASSERMAN Authorized Countersignature STEWART TITLE OF CAUFORNIA. INC. Agent m: 05060A - Modified Endorsement 103.5 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936- Order No.: 519266783A Dated: Fee: THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF DAMAGE TO EXISTING AND FUTURE IMPROVEMENTS, INCLUDING LAWNS, SHRUBBERY OR TREES, RESULTING FROM THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF THE LAND FOR THE EXTRACTION OR DEVELOPMENT OF WATER EXCEPTED FROM THE DESCRIPTION OF THE LAND OR SHOWN AS A RESERVATION IN SCHEDULE B. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND .ANY PRIOR ENDORSEMENTS, NOR DOES 'IT EXTEND. THE.EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under seal for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART MORRIS JR. Chairman or the Board Countersigned: ALL.AN WASSERMAN Authorized Countersignature STEWART TITLE OF CALIFORNIA, INC. Agent ID: 05060A STEWART TITLE GUARANTY COMPANY MALCOLM S. MORRIS President Modified Endorsement 100.5 0 ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY SERIAL. NUMBER ISSUED BY STEWART TITLE GUARANTY COMPANY HEREIN CALLED THE COMPANY Endorsement Serial No. E-9936- Order No.: 519266783A Dated: Fee: THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF ANY FINAL JUDGEMENT ENFORCING THE COVENANTS, CONDITIONS, AND RESTRICTIONS REFERRED TO IN PARAGRAPH 12 OF SCHEDULE B, BASED UPON A VIOLATION THEREOF ON THE LAND PRIOR TO DATE OF POLICY. FOR PURPOSES OF THIS ENDORSEMENT, THE WORDS "COVENANTS," "CONDITIONS" OR "RESTRICTIONS" SHALL NOT BE DEEMED TO REFER TO OR INCLUDE ANY COVENANTS, CONDITIONS OR RESTRICTIONS RELATING TO ENVIRONMENTAL PROTECTION, EXCEPT TO THE EXTENT THAT A NOTICE OF A VIOLATION OR ALLEGED VIOLATION AFFECTING THE LAND HAS BEEN RECORDED IN THE PUBLIC RECORDS AT DATE OF POLICY AND. IS NOT EXCEPTED IN SCHEDULE B. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS,NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. Signed under sea] for the Company, but this endorsement is to be valid only when it bears an authorized countersignature. STEWART TITLE GUARANTY COMPANY STEWART MORRIS JR.. MALCOL.M S. MORRIS Chaiv . of the Hoard President Countersigned2 ALLAN WASSERMAN Authorized Countersignature SFEWART TITLE OF CALIFORNIA, INC. Agent ID: 05060A I- r Stewart Title Guaranty Company National Title Services 2 North LaSalle Street Suite 1400 Chicago, IL 60602 Vlolel Gonzales SETTLEMENT STATEMENT B. TYPPV LOAN 1._FHA 2.FHMA 3._COW. UNINS. 4. _ VA S. _ CONY. INS. File Number 4030nm T. Loan Numbe, Na 9. Mortgage Insurance Case Number: Na U. NOTE: Thrs iwm is Iumiehm Id 9-yed a statement N acres 6eHloment rasa. Meunp pam to am by Me settlement agent. Morn, Items mvked'(p.o.c.)' caere paiE oubdetne basing: MayareahawnnerelomkormyYm imposes were noinduded'r Mexants, Mysimila*toa HUOls Hbmen,s tmeMblwlw u,M purposes only and and laws, rules and regulation sp{YiubN Memo dos no apply 0 Mis Monsoon, 0. NAME OF PURCHASER: Sam's Real Estate Business Trust ADDRESS: 2001 SE I M $"at Sart onWlle, AR 727I6-0550 E. NAME SELLER: Redevelopment Agency ADDRESS P.O.: P.Box Box 150490<95 Calls Tampico La Dome, CA 92M3-1504 F. NAME OF LENDER: ADDRESS: None G. PROPERTY LOCATION: 48m Avenue am Duna Palms Road (Store No. 4941-00) La Counts, CA 92353 383.307.42 S.F.18.7995 acres H. SETTLEMENT AGENT: Stewart TMe Guaranty Company ADDRESS: 2 NOM LaSalle Strael Sully 14M Chicago, IL 60602 I. SETTLEMENT DATE: 08112M5 PLACE OF SETTLEMENT: Stewart Title Guaranty Company ADDRESS: 2 NaM LaSalle Saudi, Suite 14W CNca o, IL 606M J. SUMMARY OF BORROWER'S TRANSACTION IL SUMMARY OF SELLER'S TRANSACTION 9tl ';YaRV53?AgitN1NT EiFR 1;e , ,CWIeI.`.l% 101. Conrad sales price H� r-s.;,. '"}'I '& $5,t21,492.00 ?'�- .2� °G _..�.: J it d„E ca>9�.' gruff 401. Contract sales pdw _ $5A21,492.00 102, Personal property 402. Peraonel property 103. Settlement Merges to borrower (line 1400) $50.581.36 403. 104. 404. 1W 405. Adjustments for Items paid by seller in advance. Adjustments for Items "to by seller in advance 106. Ciryhown taxes to 406. Chyllown lazes to 10T County taxes 407. County taxes 108. Assessments 408. Assessments 109. 409. 110. 410. ill. 411. 112. 412. 120, GROSS AMOUNT DUE FROM BORROWER $5.172,073.36 420. GROSS AMOUNT DUE TO SELLER $5,121.492.00 -eD Z AM ?Am6 OR.DN_>a DF . a±!2 01. Deposit or earnest money „ 9 .-. ' vglr ' o $250,000.00 " R�__BCJ�9(>S7 A'�Ib6gnot1fi'rrG 501. Excess deposit (see Instructions) 02. Prindpal amount of new loam(s) W2. Settlement charges to seller (line 1400) S0.00 03. Existing loans) taken subject to 503. Existing bands) taken subject W 04, 504. Emmet Money already released to seller 05. 505. Payoff to: 06. Contact Extensions 506. m. 507. 08. Interest Earned on Deposit 509. 09. 509. Adjustments for Items unpaid by seller Adjustments for hems unpaid by seller 10. Cityttovm taxes 510. City/town taxes to 11. County Taxes fr 711=05 thm 8/1212005 $0.00 511. County Texas t 7/112005 Mm 8/1 MOOS $0.00 12. Assessments 512. Tax Proration Calculation: 13. Survey 513, $O.001365 • 0.0000 X 43 (7/1 thm &12) _ 14. Survey Rornbursemant 514. $0.00 is. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. TOTAL PAID BYIFOR BORROWER S250,000.00 520, TOTAL REDUCTIONS AMOUNT DUE SELLER $0.00 300 _?O�6rN,mA`j g jjt.E[rjfbg'1'FjttjMfr0 B6kad ,.. F 301e . Gmssmpunt due from bomower(Ilne 120) .r :i i9s .} $5,172,073.W i' 0�1..3'x 1fSFY11T Tl:EMENJg71pI ROM'8€"LLE3r egg Sol. Gross amount due to seller gins 420) ""`'-e � ,;, 1 $5,121,492.00 302. Less amounts paid bytlor bomower (tine 220) ($250.000.00) 602. Less reductions in amount due seller (Ime 520) $0.00 303. CASH" FROM)(_ TO) BORROWER U,922,073.36 603. CASH L_ FROM)(% TO) SELLER $5,121,02.00 Page 1 Ah Ah a'SETEREMENT�GH�fRf�3��k I {�,111s ,kf ..4� Fa'9irr E .'F�{P�yf 3"x `� yTbax a,, 00. TOTAL SALESIBROKER'3 COMMISSION based on price Di,rdnon of commission (line ]00) as lollmvs: � PAID FROM BORROWER'S FUNDS AT SETTLEMENT PAID FROM SELLER'S FUNDSAT SETTLEMENT 01. Roihbart Development Corporation $40,132.67 02. 03. f40,132.67 04. =rf`ITEMS�XYABLEIN%CONNEOTIQN Y4TiH LDAN .r_,e�rk?al �+ 0,��esaa.ww „.s,la{, ,astm3_a� ��g�i�tsfi 801. Loan Onginstem Fee 0% �,S$v.'�.;��} 5 ��:. '? 02. Loan Discount 0% 03, Appraisal Fee to N. Credit Report Ip 05. Lenders Inspection Fee O6. Mortgage Insurance Appluomon Fee 07. Assumption Fee 08. 09. 10. 811. Dr;;HE MB REpWRED,$T LEt4tiERrt0 BEP ^,IN.AGGy1iYC�.r'I 1� ... ,k?s.:. T Y eh�MaiT'"c4 �U_I�. 901. Interest from to @ lday 'ki;4'bT7?"�.s,.,, - 02. Mortgage lrsurame Premium far months to 03, lomard Imumu Premum for years b can to 5. 1000y RESE )2VES DEPOSRED,'lATXEGIN 4ER ? VIM, K _jzyd 3 , 1001. Ha2artl insuance monm(s) @ per month 1002. Mortgage insurance month(.) @ per month 1003. City property taxes ..in(s) @ per mantle lW4. County piopeM taxes months) @ per month 1005. Annual assessments month(.) per month 1006. 100]. 1008. '�PS,11" TrS .1.x 1101. Settlement or closing fee to Stewart a.i 1.,_'til 1102. Abstract or He seamh to Stewart 1103. Tills examination 1104. Title insureno binder 1105. Document preparation 1106. Notary fees 1107. Ation ey's fees 1108. This lnsurence $3,585.04 1109. Lenders overage 1110, Owners overage Single Issue$5.121,492.W $3,585.04 1111. Transfer Tax ®$.551$500 $5.633.66 1112. 100M (Comprehensive) $100.00 1113. Successor in Interest $10000 1114. 110.1 (Delete Co-lnsumnw) 5000 1115. 116.1 (Sony) $1 W.00 1115. Other Chargea-See Alon,hetl $91 ].00 1ROO GOVERNMENT�AECORDINGAND,TRANSFER:CHARGES;T'",wst ,t. 1201. Recording fees: tp Stewart s $13.W $0.00 1202. Citylcounty tax/stamps: 1203. State taxislamps: 1204. Re Iosirg Escrow 1205, 1$00: XADOif1ONPL`SETTEEMENI�',CHARGESh3F' `l?'$i ,= e4ul'. {`ii�a�i1. J"�4.I"(•'*�'.. ;Xm#rrrvt>t1 .r':i•, a "c, rr#Y4Pi+ 1301. Survey S n�rz'',FFAAh's+ Cy vW' 1302. Pest inspection 1303. Cooper Fees to Stewart 1304. Escrow Agreement for taxes (see a0ached proration calculation) 1305. Endorsements to Stewart 1306, 1307. Copy and Mbcellaneous Fees to Stewart 1400. TOTAL SETTLEMENT CHARGES (enter on line. 103, Section J and 502, S icUen K) $50,581.35 $0.00 Page 2 Wrony, July 25, 2005 Gru: 1030730 ATTACHMENT TO HUD BUYER SELLER CHARGES FROM LINE NO. 1116 116.4 (Contiguity Endotaament) s3sa 50 116.7 (Subdbisism $yrg 5g 103.7 (land abuts street) $100.00 103.5M (Water) $100.00 110.1 Delete Creditors' Rights and Arbitration $0.00 TOTAL FOR LINE NO. 1116 $917.00 $0_00 The Sellers and Sortwxh si8nelvea hereon eedomm.dge their AWwal And thirty thrur undaralaMing that raa And imaresoom pmafgns And res was are based on figures 1w Me preoading year or supplled by others u esEmaled for Am surtenl year, end in the mandef airy clsvnpeidtlle Adm nlyear, all nexeury adjord renb ell be made beMeen Bommver eM Sailer AireUly. Any deal in delinquent Y ea or=Mass payuas wull Get promppy unmanned to the Sa lament Agent by Me Sees. In Ma ewnl a Real Edate Agent nepotlated Me tra saction suCl Agent may be funded a eopy of Mi. simemanl I have earalmly reA.d Me HUD-1 Settlement Stalenent end m Me beat o1 my NnaNedda aAd.111, It isabusaM ac . statement of ell realies and diaWnements mea on An —ma or by ire M o-anumbeen. I fuMar sandy that I have receive] a M, of Me HUo-i Samamenl SMemaM I.rab) authorize Me Salmmem Agent m make espandi nes and drsinummaMs as ahwm above and approve same for payment PURCHASER: Sam's Real Estate Business Trust Date SELLER: a nD104 edevelopment A y t 1se 05 I Iwre sauced or will cause the funds m be dWdbuted In accgdance wiM Me HUo-i Smtement which I have prepared. Violet WARNING: It is a crime to knowingly make false statements to the United States on this or any similar form. Penalties upon conviction can include a fine or imprisonment. For Details see: Title 15 U.S. Code Section 1001 and Sections 1010. Page 3 Tha dey,luN21,20l GFtl: 4030,21 ATTACHMENT TO HUD CHARGES FROM LINE NO. 1116 1164 (Contguey Eacca emend) $35650 1161 (SubdyAsbn) "mm 103.] (bM abut dMeU $100.00 103SM (Waten sloom 110.1 Delde CMdil fares; and andbMbn $0.00 TOTAL FOR LINE NO. 1116 s917.00 $0.00 Tee se's"ere aprMwMp MetuMe ad" ecb"I'Mis Its""anal 'ad Ns`dN del"aderalnellat asel lot eM 1—uM pMMom eel MaermeeM Men on fig. for fie pMmdl yssr al suppMd py.1 Mor.enated for thecess'MI..eMIn in..WMdeny pM1erye br Up tvnrl Wer. ulmnegry aQudmaMHllMmede pnwaen S�MeareM SeWr elredly k, tlaRRh EWNla%morpeprye yq pe plpmpllynLnWne0b Ve SWMMFpeMpytic SYer, IntM1eeWMa ReW EMM RpMrppplleleG getremaplon such PgeM may pe fum'nME . a mpyN his elaMmm�t.nan. I nm anmM1lymvbwpIMHUDt SMYrreM SlelemaMeMbtM[MofmyW dpe end ussf imavueeelcc,ado Ntensade0 AM6beMEbWMamenu mMa Mmy eCount apymel tunseNm IfueMrcMlrytNtlMve reuNeaampy pf 6e HUbt SetlYmeM9taMrtrt I IwropY eumpme Ire senlemeM Agent b meea upelalwm eM dlepuMemsrbn ehovn apme.m approve mm MrprmeM. PURCHASER: m' Sas Real E fat a less Trus n SELLER: La Quints Redevelopment Agency p �2 OS Data Ihovemuse]orvlla,-e fuN.bMd'e:416u1ed InerNMin Mhft HU6i5W 4�IMWpMmM. Volet Gonzales Date WARNING: It is a Pima to knowingly make lake sptemenls W the Unikid States cathis or any similar form. Penalties upon conviction can include a One P imprisonment. For Details sae: Title 18 U.S. Code Saction 1001 and Sections 1010. Page 3 Monday, Jut, 25, 2005 GFp0030720 O ATTACHMENT TO HUD CHARGES FROM LINE NO.1116 118.E fConbgulty, Endorsement) 116] (5ubdoknon) 103.7 (land about steel) 103.5M(Water) 110.1 Delete Creditors' Rights and AMIIrallon TOTAL FOR LINE NO. 1116 ELIVE ES LLER $356.50 $35&50 $100,00 Wool) $0.00 $917.00 $0_00 no Settees and Sonwiers slgneNres Iwreon acknoossew melr plowed and Wendy Meir underelanding that We and nuummot prare5ons and rename, ere boned on figures for Me preceding yevwsupplrodbyaMenoresllmaladbr Memne year,andin Meevent Many MnpeWIndoumntyear,Wlnxwu adjuMmnb MIIWmadebetween Sonaxerand Sellwdimrly. My dead In delinquent taxes or mortgage payoffs will be promptly raimbumed M Me SaNemaM Agent by Me Seller. In Me even) a Reel Estee Agent negaboted me bao dion aM Agent mayM famished a am, of Me HGemant. I have ors/idly rouiswed the Hlh}t settlement statement and b Me Mal M my mowledlts and held, 116 a We and -¢mete etabmenl of ell recedes end MrauRemeHs made be my e.t w by me In banoclion. I fumer oNly Mat I lave reolved a copy ofMe HV0.1 systems, SlalemeM. I hereby eumoras Me Settbmerd Agent In make expeMiWres end disbursemento as atom atom- and MW-a oma for Promenl PURCHASER: Sam's Real Estate Business Trust SELLER: La Ouinta Redevelopment Agency I M,e caused or, mg coue ttl atom ma uMdm-¢wdenca wit, Me HUD-1 sure.. a eh l nave prepared. y Violet Gonzales Date WARNING: It is am me to knowi y make false statements to the United Slates on this or any similar form. Penalties upon conviction can include a fine or imprisonment. For Details see: Title 18 U.S. Code Section 1001 and Sections 1010. Page 3 Monday, July 25, 2005, 9:10 AM escrow: 403072D Better: Le Quist. Redevelopment Agency Buyer: Be.'. Real Estate Business Trust Closed By: 08/12/05 PRI-CSBCB REGISTER IC N01@6A DATE __ ___ Mw/Deaerlptioa _ ___ o_t 5 /4 /2005 _____ ___ _ __ _ ___ _ ___ _______ Deposit _ $50,000.00 6/1/2005 Depssi[ s100109D.00 TOTAL DEPOSITS : $250,000.00 Anticipated Loan Pressed. $0.00 Anticipated Buyer Funds $4,922,073.36 Anticipated Seller Funds $0.0000 ANTICIPATED DEPOSITS : $4,922,073.36 TOTALS --------- $5,172,073.36 IT eGBRBR �_�DATS _____________________________ Bam4/D... riptloa Am C Stewart Title Guaranty Con, any $10,448.69 Broker Pees to Rot Mart Dev. Cory. $40,132.67 Puns to Seller $5,121.492.00 CheCka/Mires Issued (000) $0.00 Checks/Mire. to be leased (003) --------- $5,172,073.36 TOTALS -- $5,172,073.36 Total DeWeit. : $250,000.00 Total Anticipated Depoa its $4,922,073.36 Total Disbursements 15c.192,00].361 BALANCE - $0.00 Savings Account $0.00 Page 4