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Contract 1685
V� 1) -I. h O (4\\ \'e PURCHASE AND SALE AND ESCROW INSTRUCTIONS AGREEMENT This Purchase and Sale and Escrow Instructions Agreement ("Agreement") is entered into by and between the CITY OF CATHEDRAL CITY, a California charter city and municipal corporation, acting solely in its role as the Successor Housing Agency of the former Redevelopment Agency of the City of Cathedral City ("Seller"), and CATHEDRAL CANYON DEVELOPMENT LLC, a California limited liability company ("Buyer"). Collectively, the parties may be referred to herein as the "Parties", or individually as a "Party." This Agreement is dated April 26 , 2017, for reference purposes only. RECITALS A. Seller is the fee owner of certain unimproved real property located in the City of Cathedral City, California ("City"), which is described on the attached Exhibit A ("Property"). B. Seller is a California charter city and municipal corporation, acting solely in its role as the Successor Housing Agency of the former Redevelopment Agency of the City of Cathedral City. C. The sale and development of the Property will further the housing purposes of Seller as the Successor to the Housing Agency by providing for a variety of needed additional housing within the core of Cathedral City's downtown. D. As a condition to the sale of the Property and close of escrow, Seller requires that Buyer develop plans and specifications for the Property's development that are satisfactory to Seller and that Buyer and Seller enter into an agreement for such development, as more particularly described in Section 5.3 of this Agreement. E. Seller now desires to sell to Buyer, and Buyer desires to purchase from Seller, the Property on the terms and conditions set forth herein. F. This Purchase and Sale and Escrow Instructions Agreement, and the related Performance Agreement, are intended by the Parties to, and due hereby, replace and supersede that certain Property Transfer Agreement and Escrow Instructions dated August 28, 2013, as amended, which was previously assigned to and assumed by Buyer by means of the Assignment, Assumption, and Consent Agreement dated November 30, 2016. Seller and Buyer have previously opened escrow for the conveyance of the Property and will utilize that escrow to consummate this transaction. NOW THEREFORE, In reliance on the above recitals, and in consideration of the Independent Consideration (as hereinafter defined) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller and Buyer, the Parties hereto agree as follows: RN#4819-8116-6149 v7 1 TERMS AND CONDITIONS Section 1. Incorporation of Recitals, Exhibits Each of the Recitals set forth above is incorporated in this Agreement and the Parties each acknowledge and agree to the truth and accuracy thereof. Each of the Exhibits attached hereto is included herein by reference. Section 2. Purchase and Sale 2.1 Purchase Price. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, for the amount of Three Hundred Thirty One Thousand Dollars ($331,000) ("Purchase Price") and upon all of the terms and conditions set forth in this Agreement. The Purchase Price shall be tendered by Buyer to Seller in immediate available funds at the Close of Escrow (as defined hereinafter). 2.2 Deposit. The Parties acknowledge that Buyer's predecessor-in-interest previously deposited the sum of Ten Thousand Dollars ($10,000) (the "Initial Deposit") with the Escrow Agent and that this Initial Deposit shall be considered to have been made for Buyer's benefit under the Agreement. The Initial Deposit and such additional deposit (the "Additional Deposit") as Buyer is required to make under this Agreement (collectively the "Deposit") may be deposited by the Escrow Agent in an interest bearing account at Buyer's election (and any interest subsequently accrued thereon shall be deemed part of the Deposit). The Deposit shall be remitted to Buyer if Buyer is entitled to the return thereof pursuant to Section 3.1, 5.2 or 5.3 of this Agreement or remitted to Seller as liquidated damages under Section 10.2 if Buyer defaults under the terms of this Agreement. 2.3 Independent Consideration. Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the "Independent Consideration"), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances. 2.4 At the Closing, Buyer shall pay the Purchase Price in cash or cash equivalent, less the Deposit. 2.5 Seller agrees to coordinate with Buyer to request, after the expiration of the Due Diligence Period as defined in Section 3, that City process the vacation of any and all interior streets (the "Interior Streets") owned by City within the Property in accordance with the procedures specified in Streets and Highways Code § 8399 et seq. Buyer and Seller agree that the Purchase Price, as defined in Section 2.1, will not increase as a result of the City's vacation of the Interior Streets. RIV#4819-8116-6149 v7 2 Section 3. Due Diligence Period/Right of Entry 3.1 Due Diligence Period. For the first ninety (90) days following the Effective Date as defined below in Section 14.18 ("Due Diligence Period"), Buyer shall have the right to review and approve or disapprove the physical condition of the Property, matters affecting title to the Property, financial investigations, zoning and land use restrictions, and all other matters that Buyer determines are relevant to its purchase and development of the Property. Buyer's obligations to close Escrow and acquire the Property are conditioned upon Buyer's approval of such matters, in its sole and absolute discretion. If Buyer approves of such matters, Buyer will provide written notice of such approval to Seller ("Approval Notice") prior to expiration of the Due Diligence Period. If Buyer provides Seller written notice disapproving of such matters ("Disapproval Notice") prior to the expiration of the Due Diligence Period, the Deposit shall be returned to Buyer and thereafter this Agreement shall terminate and neither Party shall have any further rights or obligations hereunder except as provided by Section 13. The failure of Buyer to provide an Approval Notice or Disapproval Notice on or before the expiration of the Due Diligence Period will be deemed to be disapproval by Buyer, in which event this Agreement will be terminated and neither Party shall have any further rights or obligations hereunder except as provided by Section 13. 3.2 Right of Entry. At any time during the Due Diligence Period, upon at least twenty-four (24) hours prior written notice to Seller, and at Buyer's sole expense, Buyer and its authorized agents shall have the right to enter upon the Property during normal business days and hours for any lawful purpose, including, without limitation, making such surveys and site analyses, test borings and engineering studies as Buyer may deem necessary; provided, however, Buyer shall not conduct any invasive testing unless approved by Seller in writing, in Seller's sole but reasonable discretion. Buyer will defend, indemnify and hold Seller and the Property harmless from and against any and all claims and liens arising out of any act or failure to act of Buyer or its authorized agents as a result of their respective activities on the Property. Before entering the Property, Buyer (or its agents entering onto the Property) shall obtain and furnish to Seller an endorsement showing that Buyer (or such agent entering the Property) maintains commercial general liability insurance with a reputable insurer admitted in California, with a Best's rating of A or better, providing minimum limits of liability of Two Million Dollars ($2,000,000) per occurrence and in the aggregate, and naming Seller as additional insured. Such endorsement must expressly provide that such insurance may not be canceled or reduced in scope or coverage without at least thirty (30) days' prior written notice to Seller. Section 4. Title Seller shall convey fee title to the Property to Buyer by grant deed ("Grant Deed") at the Close of Escrow, free of any monetary or other interests or encumbrances RIV#4819-8116-6149 v7 3 affecting the condition of title except as otherwise permitted in Section 5.2 below or created by Buyer or its agents. Seller shall provide Buyer with an Owner's ALTA Standard Coverage Policy of Title Insurance ("Policy") in a policy amount equal to the Purchase Price, issued by First American Title Insurance Company, 74-770 Highway 111, Suite 101, Indian Wells, California 92210 ("Title Company"), Attn: Sharon Elkins ("Escrow Agent"), showing title vested in Buyer in the condition required by this Agreement. Section 5. Conditions to Close of Escrow The Close of Escrow shall be subject to the satisfaction of the conditions set forth in this Section 5 and elsewhere in this Agreement. If any of these conditions are not satisfied within the time periods provided in this Agreement, the Party to be benefited by that condition may, at its sole option and discretion, either waive such condition(s) in writing or terminate this Agreement by delivering written notice of termination to the other Party and Escrow Agent. Upon such termination, the Parties will be relieved of any and all obligations under this Agreement except as provided in Section 13 and the Deposit will be returned to Buyer. 5.1 Closing Date Escrow shall close ("Close of Escrow" or "Closing"), as evidenced by the recordation of the Grant Deed in the official records of Riverside County, California, as soon as the conditions to Close of Escrow have been met or waived in writing by the Party for whose benefit the condition exists, but in no event later than March 30, 2018 ("Closing Date"), except that Buyer may, upon written notice ("Extension Notice") delivered no later than ten (10) days prior to the Closing Date, extend the Closing Date by six (6) months to September 30, 2018 ("Outside Closing Date"), upon depositing into Escrow concurrently with delivery of the Extension Notice the amount of One Hundred Sixty Five Thousand Five Hundred Dollars ($165,500), which amount shall be made a part of the Deposit. For purpose of clarification, no event of force majeure, cure period, or other intervening event may extend the Close of Escrow past the Outside Closing Date without the written agreement of the Parties, given or withheld in their sole and absolute discretion. 5.2 Approval of Title to the Property 5.2.1 Title to the Property shall be in the condition required by this Agreement as of the Close of Escrow. At the Close of Escrow, the Policy shall show as exceptions only the following: (a) the Title Company's standard printed exceptions; (b) general and special real property taxes and assessments, if any, for the current fiscal year, a lien not yet due and payable; (c) any exceptions approved or deemed approved by Buyer under Section 5.2.2; and (d) any other exception consented to in writing by Buyer or created by Buyer or its agents. Buyer agrees to assume the continuing obligation to pay any public assessment or facilities district charges which may be in place on the Property and that the existence of such assessments or charges shall not be a cause for Buyer to object. All of the items listed in clauses (a) through (d), RLV 44819-8116-6149 v7 4 inclusive, of this Section 5.2.1 shall be permitted exceptions to title ("Permitted Exceptions"). 5.2.2 No later than five (5) calendar days after the Opening of Escrow (as defined in Section 6.2), the Title Company shall provide the Buyer with a preliminary title report ("Title Report") for each parcel of land contained in the Property, together with complete and legible copies of all instruments referred to in the Title Report as conditions or exceptions to title. No later than thirty (30) days prior to the expiration of the Due Diligence Period, Buyer must provide written notice ("Title Objection Notice") to Seller identifying the exceptions in the Title Report to which Buyer objects, other than Permitted Exceptions. If Buyer fails to timely provide a Title Objection Notice, then Buyer will be deemed to have approved of all matters shown as exceptions in the Title Report. If Buyer timely delivers a Title Objection Notice, then, within ten (10) days after its receipt of the Title Objection Notice, Seller must provide written notice ("Seller's Title Response") that Seller either: (a) will cause the removal of said exceptions on or before the Close of Escrow; or (b) is unable or unwilling to remove the exception. In the event Seller is unable or unwilling to cause any exception to be removed on or before the Close of Escrow, Buyer shall have the right for five (5) days after its receipt of Seller's Title Response to terminate this Agreement. Upon such termination, the Parties shall be relieved of any and all obligations under this Agreement except as provided by Section 13 and the Initial Deposit will be returned to Buyer. 5.3 Performance Agreement 5.3.1 As a condition to the Close of Escrow, Buyer, Seller, and City Urban Revitalization Corporation ("CURC"), must negotiate and execute a mutually acceptable agreement ("Performance Agreement") that provides, among other things: (a) a description of the proposed project to be developed upon the Property, and agreed to by Buyer, Seller, and CURC ("Project"), subject to the City's entitlement process, (b) time requirements for Buyer's processing of entitlements and development of the Project, including, without limitation, completion of construction of the Project within eighteen (18) months following the Close of Escrow, and (c) Buyer's continuing post- closing obligations with respect to the Project. The Parties will, commencing upon the start of the Due Diligence Period, attempt in good faith to negotiate with each other and the CURC's representatives a mutually agreeable form of Performance Agreement. 5.3.2 If the Parties are unable to mutually agree on a form of Performance Agreement within sixty (60) days following the expiration of the Due Diligence Period ("Performance Agreement Period"), then either Party may terminate this Agreement and, upon such termination, the Deposit will be returned to Buyer and neither Party will have any further rights or obligations hereunder, except as otherwise provided by Section 13. If the Parties agree on the form of Performance Agreement during the Performance Agreement Period, then Seller will, within five (5) days following the execution of the Performance Agreement by Buyer, Seller and CURC, deliver one fully-executed copy of the Performance Agreement to Escrow Agent, Buyer and CURC. RIV 44819-8116-6149 v7 5 5.3.3. Nothing in this Agreement is a representation or warranty that either Seller's Board or CURC's governing body will approve any form of Performance Agreement presented to them. Neither Seller nor CURC will be bound by the Performance Agreement until it has been approved by both Seller's Board and CURC's governing body, following all legally required procedures and acting within the limits of the discretion granted to them by law. Any decision to not approve the Performance Agreement by either Seller's Board or CURC's governing body, for any reason or no reason at all, will not constitute a default under this Agreement or grant Buyer any right or remedy other than to terminate this Agreement and receive a refund of the Deposit as provided in Section 5.3.2. 5.4 Seller's Approval of Buyer's Financing Prior to the expiration of the Due Diligence Period, Buyer shall provide evidence satisfactory to Seller that it possesses funds, or loan commitment(s) reasonably acceptable and verifiable to Seller, sufficient to purchase the Property. Prior to the Close of Escrow, Buyer shall provide evidence satisfactory to Seller that it possesses funds, or loan commitment(s) reasonably acceptable and verifiable to Seller, sufficient to develop the entirety of the Project as approved by Seller and as described in the Performance Agreement. 5.5 Seller Deposits Prior to the Close of Escrow, Seller shall have deposited in Escrow all documents required by this Agreement or Escrow Agent's standard escrow instructions, including, without limitation: (a) The Grant Deed, duly executed and acknowledged; (b) All original (or copies thereof in the event Seller does not possess originals) licenses and permits with respect to the Property and in the possession or control of the Seller or any of its representatives; (c) Counterpart originals of the Performance Agreement as required by Section 5.3.2; and (d) Such other documents as the Escrow Agent may reasonably request in form reasonably acceptable to the Escrow Agent for the purpose of facilitating the consummation of any of the transactions contemplated by this Agreement. 5.6 Buyer Deposits Prior to the Close of Escrow, Buyer shall have deposited in Escrow all documents required by this Agreement or Escrow Agent's standard escrow instructions, including, without limitation: REV 44819-8116-6149 v7 6 (a) The Purchase Price in cash or immediately available wire transferred funds; (b) Evidence reasonably satisfactory to Seller that the person executing any documents at the Closing on behalf of Buyer has full right, power, and authority to do so; (c) Counterpart originals of the Performance Agreement as required by Section 5.3.2; and (d) Such other documents as Seller or Escrow Agent may reasonably request in form reasonably acceptable to Seller or the Escrow Agent, as applicable for the purpose of facilitating the consummation of any of the transactions contemplated by this Agreement. Section 6. Escrow Provisions and Instructions 6.1 Escrow Agent The Parties have previously established an escrow (the "Escrow") with the Escrow Agent for the purposes of implementing the transaction described in this Agreement. 6.2 Opening of Escrow Within three (3) days after the Effective Date, Buyer and Seller shall each deposit with Escrow Agent one fully-executed counterpart of this Agreement. The date of delivery to Escrow Agent of such fully-executed counterparts shall be deemed the opening of escrow ("Opening of Escrow"), even though the Parties have previously opened escrow, and Escrow Agent shall notify Buyer and Seller in writing of the Opening of Escrow date. The Escrow Agent is hereby empowered to act under this Agreement upon indicating its acceptance of this Section 6.2 in writing, delivered to the Parties within five (5) calendar days after the Opening of Escrow, and shall thereafter carry out its duties as the Escrow Agent hereunder. In the event of any inconsistency between any supplemental escrow instructions required by Escrow Agent and this Agreement, this Agreement shall control, notwithstanding the fact that either Party may have intentionally or inadvertently executed such inconsistent instructions. 6.3 Additional Documents Each Party shall deliver to the Escrow Agent, executed and acknowledged where applicable, any additional documents necessary for the conveyance of title as applicable or implementation of any other provision of this Agreement or other obligations of said Party hereunder, including, as applicable, any funds owed by that Party under this Agreement. The Parties will act in good faith to attempt to have all necessary documents, consents, approvals, or other required documents delivered to the Escrow Agent. However, in no event shall said additional documents increase the RIV 41819-8116-6149 v7 7 rights of one Party against the other Party or modify the terms and conditions of this Agreement. 6.4 Closing Statement Not less than five (5) calendar days prior to the Close of Escrow, the Escrow Agent shall provide each Party with a closing statement, showing any funds owed by or any credits to that Party, based on allocations as are normal in the County of Riverside, unless otherwise provided by this Agreement. Ad valorem property taxes, assessments and fees will be apportioned as necessary to the transferee and the transferor in each transaction based on the Closing Date. The Escrow Agent shall concurrently provide copies of each Party's closing statement to the other Party. 6.5 Delivery of Documents and Funds Seller shall deliver the Grant Deed and any additional documents required from Seller at least three (3) days prior to the Close of Escrow. Buyer shall deliver the balance of the Purchase Price and any additional funds and any additional documents required to close Escrow to Escrow Agent at least three (3) days prior to the Close of Escrow. 6.6 Close of Escrow When the Escrow Agent is in a position to close the Escrow, it shall do the following in the order listed: (a) Record the Grant Deed. (b) Provide each Party and the Agency with a collated fully-executed Performance Agreement. (c) Deliver or cause the Title Company to deliver the Policy to Buyer. (d) Pay to the Party entitled thereto any funds held by the Escrow Agent which are due to that Party. (e) Provide each Party with a final closing statement and provide the other Party with a copy of said closing statement. (f) Provide each Party with a copy of all documents recorded with the County Recorder. 6.7 Escrow and Sales Costs Buyer and Seller shall equally pay all costs and expenses incurred in connection with closing Escrow, including, without limitation, the escrow fee. Seller shall pay the cost of the Standard Coverage portion of the Policy and Buyer shall pay the difference in the cost of any extended coverage requested by Buyer and the cost of RIV 1!4819-8116-6I49 v7 8 any title endorsements requested by Buyer. Escrow Agent shall notify Buyer and Seller of the costs to be borne by each at least five (5) calendar days prior to the Close of Escrow. 6.8 Prorations (a) General Prorations. All amounts set forth in the following numbered paragraphs shall, except as otherwise provided in this Section 6.8, be prorated to 11:59 p.m. local time on the day before the Closing with Buyer receiving the benefits and burdens of ownership on and after the Closing. (i) General real estate taxes and assessments against the Property shall be prorated as of the Closing, based on a three hundred sixty (360) day year. If the Closing shall occur before the tax rate or the assessed valuation of the Property 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. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the Parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment, provided, however, the same shall be determined no later than sixty (60) days after receipt of the tax bill/assessed valuation/tax rate for the current year. (b) Final Prorations. If final prorations cannot be made at the Closing for any item subject to proration under this Section 6.8, then Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Closing, and in any event not later than the date that is ninety (90) days after Closing. If either Party receives any funds which belong to the other Party under this Section 6.8, such receiving Party shall pay over and/or deliver such funds to the other Party (without interest thereon) within fifteen (15) Business Days after receipt. (c) Special Tax Prorations. Notwithstanding anything to the contrary in the foregoing, Seller shall retain the right to receive all refunds for overpayments of real property taxes and assessments to the extent paid by and attributable to the period of time on or prior to the Closing, and Seller shall have the sole right to prosecute an appeal or claim with respect to such amounts. Section 7. AS-IS; Release 7.1 As-Is Buyer, having had the opportunity to undertake full testing or review of the Property during the Due Diligence Period, expressly assumes the risk that the Property may contain or have defects or conditions that might prevent the intended use of the Property or cause unexpected expense in connection with preparing the Property for the RIV 14819-8116-6149 v7 9 intended use. This Agreement contains all of the terms and conditions agreed upon, it being understood that there are no outside representations or oral agreements. Buyer acknowledges that, except as expressly contained in this Agreement, (a) neither Seller nor anyone acting for or on behalf of Seller has made any representation, statement, warranty, or promise to Buyer concerning the physical aspects and condition of the Property, any dimensions or specifications of any of the Property, the feasibility, desirability, or convertibility of the Property into any particular use, or the projected income or expenses for the Property; (b) in entering into this Agreement, Buyer has not relied on any representation, statement, or warranty of Seller (except those expressly contained herein) or on the documentation provided by Seller to Buyer under this Agreement, or anyone acting for or on behalf of Seller, all of which are to be independently verified by Buyer; (c) Buyer is purchasing the Property based solely upon Buyer's own inspection and examination thereof; (d) that Buyer is purchasing the Property in its then "AS IS" physical condition and its then "AS IS" state without any representation, statement, or warranty of Seller (except those expressly contained herein); and (e) Buyer does hereby waive, and Seller does hereby disclaim, all warranties of any type or kind whatsoever with respect to the Property, including, by way of description, but not limitation, those of fitness for a particular purpose, merchantability, tenantability, habitability, and use, except for the representations and warranties of Seller set forth herein. 7.2 Release and Indemnity Buyer hereby releases Seller from any claim for any condition of the Property. To that end, Buyer will defend, indemnify, and hold Seller, and its officials, officers, employees, attorneys and agents harmless for all claims, demands, causes of action, penalties, expenses and liability of whatsoever kind or nature which may arise out of, because of, concerning, or incident to the condition of the Property, including all court actions, costs and expenses and attorneys' fees (collectively, "Damages") relative to being made a Party in any action, suit, arbitration or mediation initiated by Buyer, its officials, officers, employees, attorneys, agents, lenders or any other person or entity seeking Damages, including any person or entity to whom the Property or any part thereof is leased or conveyed. 7.3 Waiver of Civil Code Section 1542 In connection with the releases set forth in this Section 7, Buyer acknowledges that it has had the opportunity to consult with legal counsel concerning the provisions of California Civil Code Section 1542 and, based on those consultations, Buyer expressly waives the provisions of Civil Code Section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE REV 44819-8116-6149 v7 10 MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Buyer specifically waives any and all rights and benefits under Section 1542 and all other state or federal laws or decisional authority of similar impact as they relate to the Damages and acknowledge that this Agreement would not have been entered into without such waiver. h Buy_7 Initi.ls Section 8. Covenants, Agreements, Representations and Warranties of Seller 8.1. The Seller hereby represents and warrants the matters set forth below to be true to Seller's actual current knowledge as of the date hereof and as of the Closing. (a) The Seller is the sole owner of the Property. The Seller has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (x) does not violate, conflict with or result in a breach of any other agreement to which Seller is a Party, and (y) does not violate any applicable law, regulation or other legal requirement or any applicable judgment, order or decree of any court having jurisdiction over the Seller or the Property. (c) Except for this Agreement, Seller is not a Party to any currently enforceable agreement or option for the transfer, sale or purchase of all or any portion of the Property and has not granted any other party any right or option to use, occupy or lease all or any portion of the Property. (d) Seller is not a "foreign person" or "foreign corporation" as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively, the "Code"). (e) There are no legal, administrative, regulatory or other actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which, if adversely determined, would materially and adversely affect the value of the Property or adversely affect Seller's ability to consummate the transactions contemplated hereby. (f) Seller has not (1) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to RIV#4819-8116-6149 v7 11 bankruptcy, insolvency or other relief for debtors, (2) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (3) made an assignment for the benefit of creditors. (g) Seller has not received any written notice from any applicable governmental authority respecting any violation of any applicable governmental law, ordinance, rule or regulation applicable to Seller, the Property, or any part thereof, by reason of a violation of any applicable federal, state, county or municipal law, code, rule, or regulation, that (1) has not been either cured or removed (or shall be cured or removed prior to the Closing) or otherwise disclosed to Buyer, and (2) materially and adversely affects the value of the Property. 8.2. Seller covenants with Buyer as follows: (a) Prior to Closing, Seller shall obtain all such written consents and approvals as may be necessary or required, if any, to permit Seller to perform its obligations under this Agreement; (b) Except as may be required by law or consented to by Buyer (such consent not to be unreasonably withheld or delayed), Seller shall not consent to or enter into any easements or other encumbrances upon the Property; (c) Seller shall notify Buyer promptly upon receipt by Seller prior to Closing of written notice of the institution or pendency of any action, suit, or proceeding against or affecting the Property, or relating to or arising out of the ownership of such Property; 8.3. For purposes of this Agreement and any document delivered at Closing, whenever the phrase "to Seller's actual current knowledge," or the "knowledge" of Seller or words of similar import are used, they shall be deemed to refer to facts within the actual knowledge of Seller, and no others, at the times indicated only, without duty of inquiry whatsoever. As used herein, the phrase "to Seller's actual current knowledge" shall mean to the present, personal, subjective knowledge of the officers, employees, representatives and/or agents of Seller that carry out the terms of this Agreement, with no investigation or inquiry and no duty or obligation to investigate or inquire, and shall exclude any matters disclosed by the Title Report or any of the Materials." Buyer acknowledges that the individual(s) named above is named solely for the purpose of defining and narrowing the scope of Seller's knowledge and not for the purpose of imposing any liability on or creating any duties running from such individual to Buyer. Buyer covenants that it will bring no action of any kind against such individual, any shareholder, manager, officer partner or member of Seller, as applicable, or related to or arising out of the representations and warranties set forth in this Section 8. RIV#4819-81 I6-6149 v7 12 8.4. Each of the representations, warranties and covenants made by Seller in this Section 8 shall not merge into the Grant Deed or other closing documents but shall survive Closing for a period of one (1) year (the "Survival Period"). On the date that is exactly one (1) year after Closing, all such representations, warranties and covenants of Seller, including without limitation those in this Agreement, shall terminate and expire and shall thereafter be of no further force or effect. If Buyer fails to provide written notice to Seller of a breach or default with respect to any of such representations, warranties and covenants of Seller within the Survival Period, any and all remedies of Buyer with respect to any such breach or default on the part of Seller under any such representations, warranties or covenants, shall expire, and thereafter Buyer shall have no other remedy or recourse against Seller whatsoever. Section 9. Covenants, Agreements, Representations and Warranties of Buyer 9.1 The Buyer hereby represents and warrants the matters set forth below to be true to the best of Buyer's knowledge as of the date hereof and as of the Closing. (a) The Buyer has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not violate, conflict with or result in a breach of any other agreement to which Buyer is a party, and, to Buyer's knowledge, does not violate any applicable law, regulation or other legal requirement or any applicable judgment, order or decree of any court having jurisdiction over any of Buyer. (c) Buyer has not (1) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (2) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (3) made an assignment for the benefit of creditors. (d) Buyer is acquiring the Property for its own account only and not for any other person (other than a permitted assignee under this Agreement). (e) Buyer is an experienced and sophisticated purchaser of property and Buyer is purchasing the Property in its current, "AS IS" condition subject to all faults except to the extent otherwise represented in this Agreement. Rw#4819-8116-6149 v7 13 (f) Buyer assumes the risk that there may be information about the Property that is unknown to either Seller or Buyer that would prompt Buyer to cancel its purchase of the Property if such information was known. Buyer acknowledges that Seller has no obligation to Buyer to investigate the Property and its condition but Seller's only obligation is to disclose matters that are known to Seller and that fall within the disclosure requirements imposed by this Agreement or under California law concerning the sale of vacant commercial property. 9.2. Each of the representations, warranties and covenants made by Buyer in this Agreement shall not merge into any deed or other closing documents but shall survive Closing indefinitely. 9.3. Buyer hereby makes the following representations, warranties and agreements which shall have been deemed to have been made as of the Closing: (a) Buyer has relied and shall continue to rely solely on its own investigation and other than Seller's express representations and warranties set forth in Section 8 of this Agreement, Buyer has not relied and shall not rely upon any oral or written statements or representations made by Seller or its personnel or agents and acknowledges that no employee or representative of Seller has been authorized to make any statements or representations. Section 10. Defaults; Liquidated Damages 10.1 Default Except as provided in Section 10.2, any non-defaulting Party may bring any action under law or equity to compel the defaulting Party to perform its obligations under this Agreement or to seek damages for the defaulting Party's default; provided, however that under no circumstances shall either Party be liable for consequential, special, or punitive damages, and the Parties hereby waive all rights to seek recovery of same. 10.2 Liquidated Damages A. SELLER'S DEFAULT. IF THE TRANSACTION CONTEMPLATED HEREUNDER SHALL FAIL TO CLOSE SOLELY BY REASON OF SELLER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT (AS DISTINGUISHED FROM THE FAILURE OF A CONDITION TO CLOSING), AND SUCH DEFAULT IS NOT CURED WITHIN TEN (10) DAYS AFTER RECEIPT BY SELLER OF WRITTEN NOTICE THEREOF FROM BUYER, THEN BUYER SHALL HAVE AS ITS EXCLUSIVE REMEDIES THE RIGHT TO EITHER (i) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL IMMEDIATELY BE RETURNED TO BUYER), BUYER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER'S BREACH, OR (ii) SPECIFICALLY RIV#4319-8116-6149 v7 14 ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT ANY ACTION BY BUYER FOR SPECIFIC PERFORMANCE MUST BE COMMENCED, IF AT ALL, WITHIN SIXTY (60) DAYS OF SELLER'S DEFAULT, THE FAILURE OF WHICH SHALL CONSTITUTE A WAIVER BY BUYER OF SUCH RIGHT AND REMEDY. IF BUYER SHALL NOT HAVE COMMENCED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, BUYER'S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RECEIVE ITS DEPOSIT IN ACCORDANCE WITH CLAUSE (i) ABOVE. B. BUYER'S DEFAULT. IN THE EVENT THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO THE DEFAULT OF BUYER THAT IS NOT CURED WITHIN TEN (10) DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH DEFAULT, THEN SELLER'S RETENTION OF THE AMOUNT AS PROVIDED BELOW SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, FOR SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT SELLER'S RIGHTS OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY BUYER TO SELLER UNDER SECTION 13 OF THIS AGREEMENT. SELLER AND BUYER HEREBY AGREE THAT A REASONABLE ESTIMATE OF ACTUAL DAMAGES TO SELLER OCCURRING IN THE EVENT OF A BUYER DEFAULT UNDER THIS AGREEMENT IS AN AMOUNT EQUAL TO THE LESSER AMOUNT OF THE DEPOSIT OR ONE HUNDRED THOUSAND DOLLARS ($100,000.00) C. LIMITATION ON DAMAGES AND REMEDIES. THE PARTIES HAVE DISCUSSED THE POSSIBLE CONSEQUENCES TO EACH PARTY IN THE EVENT THAT THE ESCROW FAILS TO CLOSE AS A RESULT OF THE OTHER PARTY'S DEFAULT. THE PARTIES HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO THE NON-DEFAULTING PARTY OCCURRING IN THE EVENT OF SUCH A DEFAULT BY THE OTHER PARTY UNDER THIS AGREEMENT. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES THE NON-DEFAULTING PARTY WOULD SUFFER IN THE EVENT OF THE OTHER PARTY'S DEFAULT IN ITS OBLIGATION TO SELL OR ACQUIRE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES ARE AS STATED ABOVE AND IN THE EVENT THIS TRANSACTION FAILS TO CLOSE DUE TO THE OTHER PARTY'S DEFAULT UNDER THIS AGREEMENT, THE NON-DEFAULTING PARTY SHALL BE ENTITLED TO RECEIVE THE AMOUNT AS PROVIDED FOR ABOVE AS FULLY AGREED LIQUIDATED DAMAGES. BUYER AND SELLER RESPECTIVELY WAIVE ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST THE OTHER RIV#4819 8116-6149 v7 15 PARTY. THE PAYMENT AND RETENTION OF THE AMOUNT AS PROVIDED ABOVE AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE NON- DEFAULTING PARTY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. EACH PARTY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON ANY SUCH BREACH OR DEFAULT BY THE OTHER PARTY HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT AS EXPRESSLY PROVIDED ABOVE. THE PARTIES AGREE THAT, UNDER THE CIRCUMSTANCES OF THIS TRANSACTION AND THE MARKETPLACE AT THE TIME HEREOF, THIS LIQUIDATED DAMAGES PROVI SON IS REASONABLE AND IN ACCORDANCE WITH CALIFORNIA CIVIL CODE S:\ ION 1671. Y er. Seller's Initials Initials Section 11. Notice Provisions 11.1 Giving Notice Any and all notices, demands or communications submitted by either Party to the other Party pursuant to or as required by this Agreement shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by a nationally known overnight service (e.g. Federal Express) or by registered or certified United States mail, postage prepaid, return receipt requested, to the location designated below. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate as provided in this Section 11. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is dispatched by messenger for immediate personal delivery, on the day following dispatch by overnight service or two (2) calendar days after it is placed in the United States mail as heretofore provided. 11.2 Where to Give Notice All notices, demands or communications to a Party shall be sent to: To Buyer: Cathedral Canyon Development LLC do Eric Keillor 2429 W. Coast Hwy, Suite #210 Newport Beach, CA 92663 RIV 44819-8116-6149 v7 16 With a copy to: lmhoof Law Attn: Steven B. Imhoof 175 S. Harwood Street Orange, CA 92866 To Seller: City of Cathedral City Attn: City Manager 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 With copy to: Gresham Savage Nolan & Tilden, PC Attn: Kevin Randolph 550 E. Hospitality Lane San Bernardino, CA 92408 Section 12. Brokerage Fees Both Parties represent that no broker is involved in this Agreement and each Party agrees to defend and indemnify the other against brokerage or commission claims arising out of the indemnifying Party's actions. Section 13. Indemnification The defense, indemnification, and hold harmless provisions of this Agreement shall survive the Close of Escrow or termination for any reason of this Agreement for a period of five (5) years from the Close of Escrow or termination of this Agreement, as applicable. Section 14. Miscellaneous Provisions 14.1 Participation Any action taken by a Party, including, but not limited to, the termination of this Agreement under the provisions hereof, shall be at the sole option of said Party and in its sole and absolute discretion, unless a different standard is otherwise specifically indicated. Each Party acknowledges that the other Party would not have entered into this Agreement in the absence of these covenants. 14.2 Additional Documents The Parties each agree to execute any additional documents, forms, notices, applications or other documents which Escrow Agent reasonably determines to be necessary to carry out the intent of this Agreement. R[V 44819-8116-6149 v7 17 14.3 Severability The Parties agree that, should any provision, section, paragraph, sentence or word of this Agreement be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of legislation, the remaining provisions, sections, paragraphs, sentences and words of this Agreement shall remain in full force and effect and the Parties agree in good faith to immediately amend this Agreement in such a way as to provide alternative provisions, sections, paragraphs, sentences or words as to carry out the intent of this Agreement. 14.4 No Transfers or Assignments Neither of the Parties may, without prior written approval of the other Party, which approval may be given or withheld at the sole and absolute discretion of the approving Party, (a) assign or attempt to assign this Agreement or any right herein or (b) make any total or partial sale, transfer, conveyance, lease, leaseback, or assignment of the whole or any part of the Property prior to the Close of Escrow. 14.5 Venue Any legal action must be instituted in the Superior Court of the County of Riverside, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. 14.6 Governing Law The procedural and substantive laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to its conflicts of laws principles. 14.7 Cumulative Remedies Except with respect to any rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by any 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 any defaulting Party. A waiver of a requirement shall not constitute an ongoing waiver of that requirement in the future. Any waiver of a right must be in writing to be enforceable. 14.8 No Consideration to any Third Party Each of the Parties warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services if rendered by attorneys, financial or other consultants, accountants, engineers, architects and the like when such fees are RIV 44819-8116-6149 v7 18 considered necessary by the Party. For the purposes of this paragraph, third parties shall include any elected official, officer, employee or agent of the City. 14.9 No Personal Liability No official, member, officer, employee, agent or attorney of any Party shall be personally liable to the any other Party, its members or principals, or any successor in interest, or any other party or person whatsoever, in the event of any default or breach by said Party for any amount which may become due to another Party or to its successors, or on any obligations under the terms of this Agreement, except for gross negligence or willful acts of such member, officer, employee or attorney, unless said person has entered into an express written agreement to be liable. 14.10 Amendments by City Manager The City Manager of Seller is authorized to sign on his or her own authority amendments to this Agreement which are of routine or technical nature, including extensions of time deadlines either requested by Buyer or occasioned by changes in City employees determined by the City Manager to be critical to the processing of the development contemplated by the Parties, except that the cumulative total of time extensions granted by the City Manager may not exceed one (1) year. 14.11 Independent Legal Advice Each Party represents and warrants the following: that it has carefully read this Agreement, and in signing this Agreement and agreeing to be bound by the same, it has received independent legal advice from legal counsel as to the matters set forth in this Agreement, or has knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement, and it has freely signed this Agreement and agreed to be bound by it without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or its officers, agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. This Agreement shall be interpreted as though prepared jointly and severally by both of the Parties. 14.12 Costs and Attorneys' Fees If either Party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, seeks the resolution of disputes, or is made a Party to any action or proceeding brought by a third party with respect to the Agreement, the Project or the participation in either by either Party, then as between the Parties, the prevailing Party shall be entitled to recover as an element of its costs of suit or resolution of disputes, and not as damages, its reasonable attorneys' fees as fixed by the Court or other forum for resolution of disputes as may be agreed upon by the Parties in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. RIV#4819-8116-6149 v7 19 14.13 Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns. 14.14 Time Frames Unless otherwise indicated with respect to a requirement, all time frames for performance of an act required or permitted by this Agreement shall be calendar days. Time frames measured in months shall be calculated with reference to the actual number of days in the relevant months. Annual time frames shall mean a period of three hundred sixty-five (365) days, unless otherwise specified. 14.15 Counterparts This Agreement constitutes the entire understanding and agreement of the Parties. The Parties may sign this Agreement in counterparts. Faxed or electronically submitted signature pages shall bind a Party as if the other Party had received original signatures. 14.16 Integration This 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. 14.17 Waivers; Amendments All waivers of the provisions of this Agreement and all amendments hereto must be in writing and signed by the appropriate representatives of the Party making the waiver. Except as otherwise provided in this Agreement, any amendment to this Agreement must be approved by Seller's City Council. 14.18 Effective Date The "Effective Date" of this Agreement is the date upon which it has been approved by Seller's Board of Directors and executed by the authorized signatories of each of the Parties. 14.19 Calculation of Time Periods; Time is of the Essence Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday under the laws of the State of California, in which event the period shall run until the end of the next day REV 44819-8116-6149 v7 20 which is neither a Saturday, Sunday or legal holiday. The final day of any such period shall be deemed to end at 5:00 p.m., Central time. 14.20 Entire Agreement This Agreement, along with the Recitals hereto and the other Exhibits referenced herein, constitute the complete and entire agreement of the Parties and all promises, representations, understandings, warranties, and agreements with reference to the subject matter hereof, and all inducements prior or contemporaneous, either verbal or written, to the making of this Agreement relied upon by the Parties hereto, have been expressed herein and have been merged herein. 14.21 Incorporation All Recitals, schedules and exhibits attached hereto and referred to herein are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein. 14.22 Construction The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. In this Agreement, unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, and words denoting any gender shall include all genders and words denoting natural persons shall include corporations, partnerships, limited liability companies, and vice versa. All references to "Article" or "Sections" without reference to a document other than this Agreement, are intended to designate articles and sections of this Agreement, and the words "herein," "hereof," "hereunder," and other words of similar import refer to this Agreement as a whole and not to any particular Article or Section, unless specifically designated otherwise. The use of the term "including" shall mean in all cases "including but not limited to," unless specifically designated otherwise. No rules of construction against the drafter of this Agreement shall apply in any interpretation or enforcement of this Agreement, any documents or certificates executed pursuant hereto, or any provisions of any of the foregoing. Accordingly, this Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared it. 14.23. No Recording or Filing Neither this Agreement nor a memorandum thereof shall be filed or recorded by Seller or Buyer. RLV#4819-8116-6149 v7 21 14.24 Reporting Person In order to assure compliance with the requirements of Section 6045 of the Code, and any related reporting requirements thereof, the Parties hereto agree as follows: (a) Seller and Buyer shall designate Escrow Agent as the person to be responsible for all information reporting under Section 6045(e) of the Code (the "Reporting Person"). (b) Seller and Buyer hereby agree (i) to provide to the Reporting Person all information and certifications regarding such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and (ii) to provide to the Reporting Person such Party's taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such Party to the Reporting Person is correct. (c) Each Party hereto agrees to retain this Agreement for not less than four (4) years from the end of the calendar year in which the Closing occurred, and to produce it to the Internal Revenue Service upon a valid request therefor. [SIGNATURES APPEAR ON FOLLOWING PAGE] RIV 144819-8116-6149 v7 22 WHEREFORE, the Parties, intending to be bound hereby, have affixed their authorized signatures to this Agreement. SELLER: BUYER: CITY OF CATHEDRAL CITY, a California CATHEDRAL CANYON DEVELOPMENT municipal corporation LLC, a California limited liability company :B- By: L �` Y Charles P. McClendon, Name Keillor City Manager Its: Managing Memb- Date: 017 Date:`-V1;11 Zi , 2017 APPROVED A T P' EGA FORM: By: - Name: Peter Derbo Tie �': Its: Ma} ging Member Eric S. Vail, City Attorney Date: z/ /7 , 2017 Date: O�f- ZG -4 017 , 2017 / ATTEST: A ■ 0.1A / _ racey inez, ity Clerk • Date: P)1'1 7 - , 2017 ESCROW AGENT: The Escrow Agent is executing this Agreement to evidence its agreement to hold the Deposit and act as escrow agent in accordance with the terms and conditions of this Agreement. FIRST AMERICAN TITLE INSURANCE COMPANY By: Name: Title: RIV#4819-8116-6149 v7 23 EXHIBIT A PROPERTY In the City of Cathedral City, County of Riverside, State of California: Lots 127 through 131, inclusive, together with Lots 142 through 147, inclusive of Cathedral City, as per map filed in Book 13, at Pages 24 through 26, inclusive, of Maps, Records of said Riverside County. Together with any underlying fee interest in that portion of Grove Street, shown as Lot "II" on said map, abutting said lots. Containing 1.722 acres gross, or 1.998 acres gross including the abutting portion of Grove Street. (Assessor Parcels 687-196-001 through 006, and 687-198-001 through 006) REV 44819-8116-6149 v7 ACKNOWLEDGEMENTS notary public s-r other officer completing this certificate verifies -)niy the identity o the indr,idual .vho sighed the document t� Misch this certificate is ,atta.::hed, and not the truthfulness, :...:.:.:racy. .. I3li:cttyof that do,-,ment STATE OF CALIFORNIA COUNTY OF t0�n1 `' On April I9 20 l 7,before me, G (� L i N\Of-aril P14 12i t Ci (here insert name and title of the officer) personally appeared Eric Keillor who proved to me on the basis of satisfac Ty evidence to be the perse m whose name is subscribed to the within•' trument and acknowledged to me th he he executed the same i ether authorized capacity,and that b his er signature on the instrument the person,or the entity upon beha of which the person acted,executed the ins ment. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. i" WITNESS my hand and o ficial seal. // r "Os' 107; NATALIE AS ? COMMISSION 02183030 2183 8309G V \-- =' NOTARY PUBLIC-CALIFORNIA `�• ORANGE COUNTY ,� Signature: 1- / W 1t,zei (SEAL) RLV#4819-8116-6149 v7 ,! notary public ::.r other -ifncer completing this certificate rer,lies ',rriy the identity t f the indvvidu,1 .,.'ho signed the document t`r, rlhich tht5 ._ertincate s atta:rted. 3rd not the truthhtiness, s..L.Urs... .3lickty c' that dd_°omert STATE OF CALIFORNIA COUNTY OF ©Q „g� , 1 i 11.>> A On April 11 ,2017,before me, tJ tozo le e I I V b\--o nl P U bi Ic., (here insert name and title of the officer) personally appeared Peter Derbonne who proved to me on the basis of satisfactory evidence to be the pe son whose name is subscribed to the within i r trument and acknowledged to me thatOshe executed the same i ( j er authorized capacity, and that by 10,i er signature on the instrument the person,or the entity upon behal of which the person acted,executed the in ment. 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 off ral seal NATAUE ASIK X IP COMMISSION#2183039 N ,AL m'7,. .,.4 NOTARY PUBLIC-CALIFORNIA Q S ... My Expires Feb.11,2021 i Signature: (SEAL) RIV#4819-8116-6149 v7 1