HomeMy WebLinkAboutContract 1598-1 a —
EXCHANGE AGREEMENT AND ESCROW INSTRUCTIONS
This Exchange Agreement ("Agreement"), dated for reference purposes as of
1 2.3 , 2014 (the "Effective Date"), is entered into by and between CITY URBAN
REVITALIZATION CORPORATION("CURC"),a California non-profit corporation,and JOHN
WESSMAN, ("Wessman"), an individual, together hereinafter referred to as a "Party" or the
"Parties," as applicable.
RECITALS
WHEREAS, CURC owns or will own certain land located in the City of Cathedral City,
County of Riverside, California("Property A"), which is described in Exhibit"A"attached hereto
and hereby incorporated by reference; and
WHEREAS, Wessman owns certain land located in the City of Cathedral City, County of
Riverside,California("Property B"),which is described in Exhibit"B"attached hereto and hereby
incorporated by reference; and
WHEREAS, Wessman desires to exchange Property B for other real property of like kind
within the meaning of Internal Revenue Code ("I.R.C.") §1031 and Treasury Regulation
("Regulation") §1.1031(k)-1, and CURC has agreed to cooperate with Wessman to facilitate such
a qualifying transfer by exchanging Property A; and
WHEREAS, the Parties desire to meet the conditions of the safe harbor of I.R.C. §1031
and Regulation §1.1031(k)-1.
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of
which is hereby acknowledged, the Parties agree to be bound by the promises, covenants and
obligations contained in this Agreement, each of them acknowledging the sufficiency of the
consideration given to it.
TERMS AND CONDITIONS
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this
Assignment by this reference, as though set forth in full herein.
Section 2. MUTUAL CONVEYANCES
A. CURC agrees to convey to Wessman Property A.
B. Wessman agrees to convey to CURC Property B.
C. The conveyances between CURC and Wessman,as described herein this Section 2,
will be for and in consideration of each other and on the terms and conditions set forth in this
Agreement. It is the intention of the Parties that these mutual conveyances will qualify as an
"exchange" within the meaning of I.R.C. § 1031.
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Section 3. EXCEPTIONS
A. Exceptions to Property A: CURC will convey fee simple subject to conditions
subsequent title to Property A to Wessman free and clear of all covenants, conditions,restrictions,
reservations, easements, and liens for taxes and assessments not yet payable, except for: (i) those
items identified in Exhibits "A" and/or"F"; and (ii) any items approved by Wessman.
B. Exceptions to Property B: Wessman will convey fee simple absolute title to
Property B to CURC free and clear of all covenants, conditions, restrictions, reservations,
easements, and liens for taxes and assessments not yet payable, except for: (i) those items
identified in Exhibit`B"; and(ii)any items approved by CURC. At the time of transfer, Property
B shall be vacant
Section 4. VALUATION AND ADJUSTMENT OF DIFFERENCE IN
EQUITIES
A. For purposes of the exchange, Property A is deemed to have a fair market value of
$1,850,000.00, with no encumbrances or loans against it and total equity of$1,850,000.00.
B. Property B is deemed to have a fair market value of $1,840,000, with no
encumbrances or loans against it and total equity of$1,840,000.00.
C. The differences in the respective equities of Property A and Property B is
$10,000.00, and will be offset by the payment in cash, through escrow at the close of escrow, of
said sum by Wessman to CURC (the "Equalization Payment"); provided, however, that the
difference in the equities will be adjusted accordingly if the total encumbrances against either
Property A or Property B are in an amount other than the respective amounts listed above for those
properties.
Section 5. ESCROW
A. Opening of Escrow: The exchange of Property A and Property B will be
consummated by means of an escrow, which is to be opened with First American Title Company,
74-770 Highway 111, #101, Indian Wells, California 92210 ("Escrow Holder" and/or "Title
Company") within ten(10) days following CURC's acquisition of Property A.
B. Close of Escrow: Unless extended in accordance with this Agreement,the escrow
shall close(the"Close of Escrow")when all conditions and requirements to the Close of Escrow as
set forth in this Agreement have been satisfied or waived in writing by the Parties, but in no event
shall the Close of Escrow occur later than ninety (90) days after escrow is opened ("Outside
Closing Date"). If the Close of Escrow does not occur by the Outside Closing Date, then this
Agreement shall automatically terminate and the Escrow Holder shall return all funds and
documents deposited with Escrow Holder to the Party depositing them. The failure of Close of
Escrow or of the Escrow Holder to return to the depositing Party all funds or documents deposited
in the escrow will not affect any liability of either Party to this Agreement to the other arising out
of any breach of this Agreement.
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Section 6. PURCHASE PRICE
The purchase price of Property A shall be $1,850,000 ("Purchase Price A"), which has
been determined to be the fair market value of Property A. The Purchase Price of Property B
shall be$1,840,000("Purchase Price B"),which has been determined to be the fair market value of
Property B. The Equalization Payment will serve to equalize the values of the two properties.
Section 7. CONVEYANCE OF PROPERTY
Not later than five (5) days prior to the Close of Escrow, Wessman shall deliver to Escrow
Holder an executed and recordable grant deed(the"Grant Deed B")conveying fee simple absolute
title of Property B to CURC. CURC shall deliver to Escrow Holder an executed and recordable
grant deed (the "Grant Deed A"), in the form attached hereto as Exhibit F, incorporated herein by
reference, conveying fee simple subject to conditions subsequent title (as provided in Section 9.G
hereof) of Property A to Wessman. This Agreement shall, together with Escrow Company's
standard escrow instructions, constitute the escrow instructions that govern this transaction.
Section 8. TITLE
Within ten (10) days after the opening of Escrow, preliminary title reports for each
Property shall be obtained from Title Company, together with legible copies of all Schedule B
exceptions. The Parties shall have the right to approve the preliminary title report(s)as a condition
to the Close of Escrow,which right shall be exercised in a reasonable manner and not less than ten
(10) days of prior to the Close of Escrow. If any Party reasonably identifies any item on the
preliminary title report as objectionable (except for the exceptions set forth in Section 3), such
Party shall request that the other Party cause the removal of such item. If the requested Party
elects not to, or cannot,remove such objectionable item,the requesting Party shall have the option
to terminate this Agreement, in which event Escrow Holder shall return all funds and documents
deposited with Escrow Holder to the Party depositing them, and neither Party shall have any
further obligation hereunder,except that the Party who did not remove the objectionable item shall
bear sole responsibility to the Title Company for any costs associated with the Escrow. Title
Company shall issue a final owner's title insurance policy on each Property in the amount of the
Purchase Price thereof at the Close of Escrow, which policy shall reflect title as set forth in the
preliminary title report(s) with such changes as may occur and be approved by the Parties or be
permitted by this Agreement.
Section 9. THE CLOSE OF ESCROW
A. Not later than three (3) days prior to the Close of Escrow, Title Company shall
prepare and deliver to both Parties preliminary closing statements showing the anticipated debits
and credits to each Party, and shall provide a copy of each Party's preliminary closing statement to
the other Party.
B. Not later than ten(10)days prior to the Close of Escrow,both CURC and Wessman
shall each deliver to Escrow Holder:
i. A written certificate complying under the Foreign Investment in Land Act
and the regulations thereunder ("FIRPTA"), certifying that each of them as a seller is
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neither a foreign person nor subject to withholding under FIRPTA, and containing each
Seller's tax identification and address.
ii. Written confirmation that no tenants have any interest in Property A or
Property B, as applicable.
iii. Such other items as may be requested or required by Title Company and
usual and customary in similar transactions.
C. All of the costs of transfer of the Property A shall be the sole responsibility of
CURC and all of the costs of transfer of the Property B shall be the sole responsibility of
Wessman.
D. Property taxes applicable to either Property A or Property B, if any, will be
prorated through the Close of Escrow.
E. The following shall be conditions precedent to the Close of Escrow:
i. The Parties shall have approved the preliminary title report(s) as described
in Section 8;
ii. The Parties shall approve and execute the preliminary closing statement(s);
and
iii. CURC shall have acquired fee title to Property A and shall be able to
convey good,marketable and insurable title to Wessman, subject to those exceptions as set
forth in Section 3.
iv. Wessman shall have obtained a demolition permit from the City of
Cathedral City for demolition of the L shaped retail building on the property located at
68950 E. Palm Canyon Drive, Cathedral City, California 92234 (APN687-208-022) and
more particularly described on Exhibit "C" (the "Demolition Property").
v. Wessman shall, within 10 days of opening of escrow, disclose all known
material facts and defects affecting Property B to CURC.
vi. CURC, at its sole option and expense, shall have the ability to obtain a
physical inspection of Property B and approve the results of same within 14 days of
receiving the disclosure information from Wessman, and Wessman shall make Property B
available for all CURC's inspections. CURC's failure to obtain such inspections
within the specified time period shall constitute CURC's waiver of inspection rights
and shall constitute acceptance of Property B in its as is condition.
vii. In the event CURC disapproves an inspection report or defect disclosure,
this escrow may be terminated at CURC's sole discretion and any funds deposited into
escrow shall be distributed back to the Party depositing same with CURC absorbing
all escrow costs incurred to date.
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viii. CURC shall,within 10 days of opening of escrow, disclose known material
facts and defects affecting Property A to Wessman.
F. The following shall be post-Close of Escrow obligations and conditions
subsequent:
i. As a condition that shall survive the Close of Escrow, Wessman shall
substantially conform to the conceptual plans approved by CURC, as shown on
Exhibit"D"attached hereto and incorporated herein by reference("Conceptual Plans"),as
modified by the City of Cathedral City from time to time, and begin and complete all
construction and development and undertake all obligations and responsibilities for such
development ("Construction Obligations") within the time specified in the schedule of
performance attached as Exhibit"E" attached hereto and incorporated herein by this
reference ("Schedule of Performance"). It is acknowledged that the Conceptual Plans
include property owned by Wessman which is not a part of the property exchange
governed by this Agreement ("Property C") and public streets, which may require
vacation. Wessman hereby agrees that he shall include said property in the area covered
by the Conceptual Plans, and that a portion of the improvements shown in the Conceptual
Plans and covered by the Construction Obligations will be constructed on Property C.
This covenant is a material part of the consideration to CURC. CURC shall support
Wessman in any application made by Wessman to the City of Cathedral City for vacation
of existing public streets required in order to achieve development consistent with the
Conceptual Plans, with the exception of First Street and Date Palm.
ii. Except for obligations described in paragraph 9.G, below, for which the
remedy described therein shall apply, if Wessman, or its successor in interest, fails to
perform the Construction Obligations in conformance with the Conceptual Plans within the
Schedule of Performance, Wessman, or its successor in interest, shall pay to CURC
liquidated damages in the amount of$150.00 per day (commencing upon the applicable
date contained in the Schedule of Performance) until each and every element of the
Conceptual Plans then scheduled to be completed pursuant to Schedule of Performance is
completed by Wessman. The Parties acknowledge that: (i) it would be impracticable to
fix the actual damages suffered by CURC as a result of Wessman's failure to perform as
required hereunder; and (ii) the amount of the liquidated damages represents a fair and
reasonable compensation to CURC for such default.
C RC'S INITIALS W SMAN'S INITIALS
iii. Wessman will cause the development to include primarily
nationally-recognized tenants of a type and use that are consistent with the types and uses
shown on the Conceptual Plans with a component of local tenants, limited to no more than
40% of gross floor area of leasable space, as approved by Wessman.
iv. Any instrument conveying all or any portion of Property A from Wessman
to a third party shall contain appropriate references and provisions to give effect to
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CURC's rights and Wessman's obligations under this Section 9.F as they apply to the
portion so conveyed.
v. To the extent credits, if any, are available through the City of Cathedral
City for development impact fees including but not limitied to the Riverside County Traffic
Uniform Mitigation Fee, school impact fees and utility service or connection fees
associated with past improvements on Property A, CURC shall support Wessman in
Wessman's efforts to benefit from said credits.
G. Title to Property A shall be subject to a power of termination as described in
Civil Code 885.010:
i. CURC shall give written notice to Wessman,which notice shall specify this
Section,have the right, at its option,to re-enter and take possession of all or any portion of
Property A,together with all improvements thereon, and to terminate and revest in CURC
the estate conveyed to Wessman hereunder, if, after conveyance of title, Wessman (or its
successors in interest) shall, subject to delays caused by CURC,the City and/or other force
majeure events, fail to demolish the L-shaped retail building on the Demolition Property
and leave the pad area thereof as a clean dirt pad, to the reasonable satisfaction of CURC,
within ninety(90) days of the Close of Escrow("Demolition Obligation") and issuance by
the City of all required demolition permits. Demolition shall be done in accordance with
all applicable City ordinances,rules and regulations. This covenant is a material part of the
consideration to CURC.
ii. The written notice specified in subparagraph i, above, shall specify that
CURC proposes to take action pursuant to this paragraph G and shall specify which of
Wessman's obligations set forth herein have been breached. CURC shall proceed with its
remedy set forth herein only in the event that Wessman continues in default of said
obligation(s)for a period of thirty(30)days following such notice or,upon commencing to
cure such default within said thirty (30) day period, fails to diligently and continuously
prosecute said cure to satisfactory conclusion.
iii. Property A may not be conveyed by Wessman in whole or in part to a third
party until the Demolition Obligation is satisfied, in CURC's sole but reasonable
discretion.
iv. CURC may exercise its right of revesting title to the Property, and any
improvements thereon by recording with the office of the Riverside County Recorder a
notice of revesting title to real property ("Notice of Revesting"). Recordation of the
Notice of Revesting shall constitute conclusive and binding evidence of revesting to
CURC of title in and to the Property and all improvements thereon and subsequent
purchasers, lessees, or lienholders shall not be subject to any claim by Wessman as to the
Property or any improvements thereon.
v. The rights and remedies of CURC outlined in Subparagraphs i, ii, and iv
shall automatically terminate upon the satisfaction of the Demolition Obligation by
Wessman. The provisions of this paragraph G will be contained in Grant Deed A.
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H. For Title Company: At Close of Escrow, Title Company shall do the following:
i. Record the Grant Deed for Property A and Property B;
ii. Credit and debit each of the Parties as provided in the Escrow Instructions;
iii. Release the Equalization Payment to CURC;
iv. Release title policies of Property A and Property B to the appropriate Party;
v. Provide the Parties with copies of their own and the other Party's final
closing statements; and
vi. Such other tasks as normal and necessary in view of Title Company.
Section 10. TITLE INSURANCE POLICIES
At the close of escrow, Wessman will be entitled to receive from the Title Company its
usual form CLTA standard coverage owner's policy of title insurance in the amount of
$1,850,000, showing title to Property A vested in Wessman free and clear of all matters except
those matters stated in Section 3.A of this Agreement; and CURC will be entitled to receive from
the Title Company its usual form CLTA standard coverage owner's policy of title insurance in the
amount of$1,840,000, showing title to Property B vested in CURC free and clear of all matters
except those matters stated in Section 3.B of this Agreement.
Section 11. INTENTIONALLY DELETED
Section 12. INTENTIONALLY DELETED
Section 13. COSTS OF EACH PARTY
A. All of the costs of transfer of the Property A shall be the sole responsibility of
CURC and all of the costs of transfer of the Property B shall be the sole responsibility of
Wessman,to include the cost of a CLTA standard owner's policy of title insurance and the cost of
recording the deed on each of the properties
Section 14.
Section 14. BROKER'S COMMISSION
Each of the Parties hereto represents it has not utilized the services of a real estate broker or
salesman and that no commission relating to such services is owed.
Section 15. REPRESENTATIONS, WARRANTIES, RELEASE AND
COVENANTS OF THE PARTIES
A. The Parties hereby represent and warrant to each Party that this Agreement and all
documents executed by the Parties which are to be delivered at the Close of Escrow are or at the
time of delivery will be duly authorized, executed, and delivered by the Parties and are or at the
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time of delivery will be legal, valid, and binding obligations of each Party, and do not and at the
Close of Escrow will not violate any provisions of any agreement to which the Parties are a party
or to which it is subject.
B. There are no other agreements between the Parties and any other party for the sale
of Property A or Property B. There are no leases, options to purchase or options to lease the
Property. The Parties have not entered into any contract with any contractor, subcontractor or
materialman for the performance of any work on Property A or Property B.
C. The Parties make no representation as to the exact acreage of Property A or
Property B, and each Party shall make its own determination if it so desires.
D. Property A and B shall be conveyed in an "as is" condition with no warranty or
1 iability, except as otherwise provided herein, express or implied on the part CURC as to the
condition of the soil, its geology, zoning or the presence of known or unknown faults or defects.
E. Release by Wessman. Conditioned on the Close of Escrow, Wessman hereby
releases CURC and all of CURC's representatives, principals, officers, agents, attorneys,
employees, contractors, and consultants (collectively, the "CURC Parties") from any and all
liability in connection with any and all claims, rights, demands, actions, causes of action,
liabilities, promises, agreements, costs, losses, debts, attorneys' fees, of any kind or nature
whatsoever which Wessman now has or in the future may have, for, on account of, resulting
directly or indirectly from,or arising out of: (a) this Agreement, (b) the condition of Property A,or
any portion thereof including, without limitation, the existence of hazardous substances, or
environmental conditions relating to, Property A or any portion thereof, or (c) any acts,
occurrences, or matters (including, without limitation, entitlements and other governmental
approvals either benefiting or not benefiting Property A) of whatever kind or nature in any way
related to Property A or any portion thereof. This release includes claims of which Wessman is at
present unaware or which Wessman does not at present suspect to exist which, if known by
Wessman, would materially affect Wessman's release of CURC. Wessman specifically waives
the provision of California Civil Code Section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
The provisions of Section 15. E. shall survive the Close of Escrow and any earlier
termination of this Agreement. Wessman has set forth its initials below to indicate its awareness
and acceptance of each and every pro 'sion of his Section 15.E..
W SMAN'S INITIALS
F. Release by CURC. Conditioned on the Close of Escrow, CURC hereby releases
Wessman and all of Wessman's representatives,principals,officers,agents, attorneys,employees,
contractors, and consultants (collectively, the "Wessman Parties") from any and all liability in
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connection with any and all claims,rights,demands,actions,causes of action, liabilities,promises,
agreements, costs, losses, debts, attorneys' fees, of any kind or nature whatsoever which CURC
now has or in the future may have, for, on account of, resulting directly or indirectly from, or
arising out of: (a) this Agreement, (b) the condition of Property B, or any portion thereof
including, without limitation, the existence of hazardous substances, or environmental conditions
relating to, Property B or any portion thereof, or (c) any acts, occurrences, or matters (including,
without limitation, entitlements and other governmental approvals either benefiting or not
benefiting Property B) of whatever kind or nature in any way related to Property B or any portion
thereof This release includes claims of which CURC is at present unaware or which CURC does
not at present suspect to exist which, if known by CURC,would materially affect CURC's release
of Wessman. CURC specifically waives the provision of California Civil Code Section 1542,
which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
The provisions of Section 15.E.shall survive the Close of Escrow and any earlier
termination of this Agreement. CURC has set forth its initials below to indicate its awareness and
acceptance of each and every provision of Section 15.E.
CURC'S INITIALS
Section 16. INDEMNIFICATION
From and after the Close of Escrow, each of the Parties to this Agreement agrees to
indemnify, save harmless and defend the other Party, its elected officials, directors, officers,
shareholders, employees, and agents, and their respective heirs, successors, personal
representatives and assigns (collectively, the "Indemnitees"), from and against any and all
liabilities that any of the Indemnitees may incur, or become responsible for, as a result of any
claims by any persons or entities whatsoever, based upon, or arising directly or indirectly out of,
the exchange of the Properties,which arises out of the action, inaction or breach of warranty by the
indemnifying Party. The indemnifying Party, at its sole cost and expense, shall defend with
counsel satisfactory to the Indemnitees any claim made against which it has indemnified
Indemnitees hereunder. The indemnifying Party's liability shall include indemnification against
all liabilities, damages, awards, costs, expenses and attorneys' fees and costs incurred or awarded
in connection with the foregoing.
Section 17. DEFAULT AND TERMINATION
Should a Party default in the performance of any of its obligations set forth in this
Agreement,then the non-defaulting Party may sue the defaulting Party for specific performance of
all obligations hereunder, or seek such other remedy as may be available in law or equity.
Section 18. MISCELLANEOUS PROVISIONS
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A. Time of Essence: Time is of the essence in this Agreement.
B. Notice: Any notice to be given or other document to be delivered to either Party
by the other under this Agreement may be delivered in person or may be deposited in the United
States mail in the State of California, duly registered or certified, with postage prepaid, and
addressed as follows:
To CURC: City Urban Revitalization Corporation
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Telephone: 760-770-0354
Facsimile: 760-202-2511
Attn: Tami E. Scott
With a copy to: Green de Bortnowsky, LLP
23801 Calabasas Road, Suite 1015
Calabasas, CA 91302
Telephone: 818 704-0195
Facsimile: 818 704-4729
Attn: Charles R. Green
To Wessman: Wessman Development Company
555 S. Sunrise Way, Suite 200
Palm Springs, CA 92264
Telephone: (760) 325-3050
Facsimile: (760) 325-5848
Either Party may, from time to time, by written notice to the other, designate a different
address that will be substituted for the one specified above. If any notice or other document must
be sent by certified mail as specified above, it will be deemed to have been effectively served or
delivered at the expiration of 24 hours following the deposit of the notice in the United States mail
in the manner set forth above.
C. Assignment: Neither this Agreement, nor any interest in this Agreement, will be
assignable by either Party without the prior written consent of the other.
D. Governing Law: All questions with respect to the construction of this Agreement,
and the rights and liabilities of the Parties to this Agreement, will be governed by the laws of the
State of California.
E. Inurement: Subject to the restrictions against assignment contained in this
Agreement, this Agreement will inure to the benefit of, and will be binding upon, the assigns,
successors in interest, personal representatives, estates, heirs, and legatees of each of the Parties.
F. Attorneys' Fees: In the event of any controversy, claim, or dispute between the
Parties, arising out of or relating to this Agreement or the breach of this Agreement,the prevailing
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Party will be entitled to recover from the other Party reasonable expenses, attorneys' fees, and
costs.
G. Entire Agreement: This Agreement contains the entire agreement of the Parties,
and supersedes any prior written or oral agreements between them concerning the subject matter
contained in this Agreement. There are no representations, agreements, arrangements, or
understandings,oral or written,between the Parties,relating to the subject matter contained in this
Agreement, that are not fully expressed in this Agreement.
H. Cooperation: Each party agrees to and shall do and perform such other and further
acts and properly execute and deliver such other and further documents as may be reasonably
necessary, expedient, or convenient to implement and/or effectuate the intents and purposes
hereof Each party agrees to cooperate with the other party, in a manner consistent with concepts
and principles of good faith,fair dealing and commercial reasonableness,with respect to providing
consents and/or approvals called for herein and implementation and effectuation of the intents and
purposes hereof
[END OF THIS PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first above written.
CITY URBAN REVITALIZATION
CITY CORPORATION JOHN WESSMAN
(CURC) (Wessman)
/r
Signatur, :
Signature: `-�� /
Printed Name: I') /t, e plcClr.46,04) Printed N., e:
Title: edm A D,iey•—. Title: 0rt/
Attest:
Signature:
Printed N. It es. SA4s0. ,
Title:
Approved as to form:
GREEN de BORTNOWSKY, LLP
By:Alt„
T� r Charles R. Green
Attorney for CURC
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EXHIBIT "A"
PROPERTY A
LEGAL DESCRIPTION
LEGAL DESCRIPTIONS OF PROPERTIES TO BE CONVEYED BY
CITY URBAN REVITALIZATION CORPORATION
APN 687-204-001:
Lot 61 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 inclusive, of Maps, Records of Riverside County, California:
Said land is also described as Parcel "B" in the Grant Deed executed by Rosalio
Perezchica and Ramona I. Perezchica, and recorded on May 3, 2007, as Instrument
No. 2007-0299036, in Official Records of Riverside County.
APN 687-204-002:
The North 85 feet of Lot 60 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California:
Said land is also described as Parcel "A" in the Grant Deed executed by Rosalio
Perezchica and Ramona I. Perezchica, and recorded on May 3, 2007, as Instrument
No. 2007-0299036, in Official Records of Riverside County.
APN 687-204-003:
The South 65 feet of Lot 60 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California.
Said land is also described in the Grant Deed executed by EMC Mortgage Corporation,
and recorded on April 4, 1994, as Instrument No. 141450, in Official Records of
Riverside County.
APN 687-204-004:
The North one-half of Lot 59 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California.
Said land is also described in the Grant Deed executed by Veneria Riven and Robert
L. Thomas, and recorded on January 10, 2003, as Instrument No. 2003-019509, in
Official Records of Riverside County.
APN 687-204-005:
The South one-half of Lot 59 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California.
Said land is also described in the Grant Deed executed by Sixto Iniguez and
Josefina Iniguez, and recorded on March 4, 1999, as Instrument No. 089120, in
Official Records of Riverside County.
EXHIBIT "A"—Page 1
APN 687-204-006:
The North half of Lot 58 of Cathedral City, as shown by map on file in Book 13,
at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County, California.
Said land is also described in the Grant Deed executed by Mark R. Montgomery,
and recorded on July 28, 1995, as Instrument No. 244536, in Official Records of
Riverside County.
APN 687-204-007:
The South rectangular half of Lot 58 of Cathedral City, as shown by map on file
in Book 13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California.
Said land is also described in the Grant Deed executed on behalf of the Estate
of Albert F. Ziegert, Jr. , and by Richard M. Ziegert, Gwendolyn Ruth Briscoe and
Joan Marie Rudolph, Trustees, and recorded on October 9, 2002, as Instrument No.
2002-564619, in Official Records of Riverside County.
APN 687-204-008:
The North one-half of Lot 57 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25 and 26 inclusive of Maps, Records of Riverside County,
California.
Said land is described in the Grant Deed executed by Ruben Rosales and Susana
Rosales, and recorded on March 21, 2007, as Instrument No. 2007-0191557, in
Official Records of Riverside County.
APN 687-204-009:
The South one-half of Lot 57 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25 and 26 inclusive of Maps, Records of Riverside County,
California.
Said land is described in the Grant Deed executed by Ruben Rosales and Susana
Rosales, and recorded on March 21, 2007, as Instrument No. 2007-0191557, in
Official Records of Riverside County.
APN 687-204-013:
The North one-half of Lot 56 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25 and 26 inclusive of Maps, Records of Riverside County,
California.
TOGETHER WITH the Westerly half of the alley (Lot "H" of said Cathedral City)
adjoining said portion of Lot 56, as vacated and closed to public use by Riverside
County Board of Supervisors Resolution No. 80-367, recorded on October 23, 1980,
as Instrument No. 197351, in Official Records of Riverside County;
Said land is described in the Grant Deed executed by Ruben Rosales and Susana
Rosales, and recorded on March 21, 2007, as Instrument No. 2007-0191557, in
Official Records of Riverside County.
APN 687-204-014:
The South one-half of Lot 56 of Cathedral City, as shown by map on file in Book
EXHIBIT "A"-Page 2
13, at Pages 24, 25 and 26 inclusive of Maps, Records of Riverside County,
California.
TOGETHER WITH the Westerly half of the alley (Lot "H" of said Cathedral City)
adjoining said portion of Lot 56, as vacated and closed to public use by Riverside
County Board of Supervisors Resolution No. 80-367, recorded on October 23, 1980,
as Instrument No. 197351, in Official Records of Riverside County;
Said land is described in the Grant Deed executed by Ruben Rosales and Susana
Rosales, and recorded on March 21, 2007, as Instrument No. 2007-0191557, in
Official Records of Riverside County.
APN 687-204-016:
Lots 50, 51, 52, 53, 54 and 55 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California.
TOGETHER WITH the East half of that portion of Lot "H" (alley) of said Cathedral
City, adjoining said Lot 55 on the West, vacated by the Board of Supervisors of
the County of Riverside by Resolution No. 80-367, recorded on October 23, 1980,
as Instrument No. 197351, in Official Records of Riverside County.
Said land is also described in the Grant Deed executed by Smart & Final Properties
I, LLC, and recorded on December 28, 2007, as Instrument No. 2007-0771023, in
Official Records of Riverside County.
APN 687-206-001:
Lot 83 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 of Maps, Records of Riverside County, California.
Said land is described in the Grant Deed executed by Tri-Millennium Cathedral City,
LLC, and recorded on March 12, 2008, as Instrument No. 2008-0120454, in Official
Records of Riverside County, California.
APN 687-206-002:
Lot 84 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 of Maps, Records of Riverside County, California.
Said land is described in the Grant Deed executed by Tri-Millennium Cathedral City,
LLC, and recorded on March 12, 2008, as Instrument No. 2008-0120454, in Official
Records of Riverside County, California.
APN 687-206-003:
Lot 85 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 of Maps, Records of Riverside County, California.
Said land is described in the Grant Deed executed by Tri-Millennium Cathedral City,
LLC, and recorded on March 12, 2008, as Instrument No. 2008-0120454, in Official
Records of Riverside County, California.
APN 687-206-004:
Lot 86 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 of Maps, Records of Riverside County, California.
EXHIBIT"A"-Page 3
Said land is described in the Grant Deed executed by George Daktilidis, and recorded
on January 2, 2003, as Instrument No. 2003-000147, in Official Records of Riverside
County, California.
APN 687-206-005:
That portion of Lot 87 of Cathedral City, as shown by map on file in Book 13, at
Pages 24, 25, and 26 of Maps, Records of Riverside County, California, described
as follows:
Beginning at the Northwest corner of said Lot 87;
Thence East on the North line thereof 40 feet;
Thence South 30 feet;
Thence Southwesterly on a line to a point 20 feet East of the West line of said
Lot and 40 feet South of the North line of said Lot;
Thence South 10 feet;
Thence West 20 feet to the West line of said Lot;
Thence North on the West line of said Lot, 50 feet to the Point of Beginning.
Said land is described in the Grant Deed executed by Conrado Quiroz and Jorgina
Quiroz, and recorded on June 29, 2007, as Instrument No. 2007-0426783, in Official
Records of Riverside County, California, and re-recorded, to correct an incorrect
Assessor Parcel number, on July 12, 2007, as Instrument No. 2007-0453333, in said
Official Records of Riverside County.
APN 687-206-006:
Those portions of Lots 87 and 88 of Cathedral City, as shown by map on file in
Book 13, at Pages 24, 25, and 26 of Maps, Records of Riverside County, California,
described as follows:
Beginning at the Southwest corner of said Lot 87;
Thence Northerly on the Westerly line of said Lot, 50 feet, more or less, to the
Southwest corner of that certain parcel of land conveyed to Oliver D. Wenger, et
ux, by deed recorded November 4, 1937, in Book 353, Page 32 of Official records,
Riverside County Records;
Thence Easterly on the Northerly line of said parcel conveyed to Oliver D. Wenger,
20 feet;
Thence Northerly on the Easterly line of said parcel 10 feet;
Thence in a Northeasterly direction 22 feet, more or less, to a point in the most
Easterly line of said parcel conveyed to Oliver D. Wenger that is 30 feet Southerly
from the Northerly line of said Lot 87, said point being in the Westerly line of
that certain parcel of land conveyed to Ernest N. Smith, by deed recorded December
9, 1947, in Book 878, Page 217 of Official Records, Riverside County Records;
Thence Southerly on the Westerly line of said parcel conveyed to Ernest N. Smith,
8 feet, more or less, to the Southwesterly corner thereof;
Thence Easterly on the Southerly line of said parcel conveyed to Ernest N. Smith,
20 feet, more or less, to the Southeasterly corner thereof; said point being on
the Westerly line of that certain parcel of land conveyed to Joseph Lawrence, Sr. ,
et ux, by deed recorded January 9, 1948, in Book 877, Page 349 of Official Records,
Riverside County Records;
Thence Southerly on the Westerly line of said parcel conveyed to Joseph Lawrence,
Sr. , and on the Westerly line of that certain parcel of land conveyed to Harold
A. Smith, a single man, by deed recorded November 10, 1947, in Book 872, Page 386
of Official Records, Riverside County Records, 62 feet, more or less, to a point
on the Southerly line of said Lot 88;
Thence Westerly on the Southerly line of said Lots 88 and 87, 60 feet, more or
less, to the Point of Beginning.
EXHIBIT "A"—Page 4
Said land is described in the Grant Deed executed by Jessie S. Clayton, a widow,
and recorded on June 20, 2007, as Instrument No. 2007-0403499, in Official Records
of Riverside County, California.
APN 687-206-007:
Those portions of Lots 87 and 88 of Cathedral City, as shown by map on file in
Book 13, at Pages 24, 25, and 26 of Maps, Records of Riverside County, California,
described as follows:
Beginning at the Northeast corner of said Lot 87;
Thence West on the North line of Lot 87, 10 feet;
Thence South 38 feet;
Thence East 20 feet;
Thence South 12 feet;
Thence 40 feet to the East line of Lot 88;
Thence North 50 feet to the Northeast corner of Lot 88;
Thence West on the North line of Lot 88, 50 feet to the Point of Beginning. .
Said land is described in the Grant Deed executed by Rafael Gutierrez and Gregoria
Gutierrez, and recorded on June 28, 2007, as Instrument No. 2007-0423179, in
Official Records of Riverside County, California.
APN 687-206-008:
The East 40 feet of the South 50 feet of Lot 88 of Cathedral City, as shown by
map on file in Book 13, at Pages 24, 25, and 26 of Maps, Records of Riverside County,
California.
Said land is described in the Grant Deed executed by Barbara Mae Smith and Alonzo
Allen Smith, and recorded on June 29, 2007, as Instrument No. 2007-0426787, in
Official Records of Riverside County, California.
APN 687-206-009:
Lot 89 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 of Maps, Records of Riverside County, California.
Said land is described as "Parcel 1" in the Grant Deed executed by S. S. & M. ,
LLC, and recorded on July 17, 2002, as Instrument No. 2002-390759, in Official
Records of Riverside County, California.
APN 687-206-010:
Lot 90 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 of Maps, Records of Riverside County, California.
Said land is described as "Parcel 1" in the Grant Deed executed by S. S. & M. ,
LLC, and recorded on July 17, 2002, as Instrument No. 2002-390759, in Official
Records of Riverside County, California.
APN 687-206-011:
The Northerly 58 feet of Lot 91 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 of Maps, Records of Riverside County, California.
Said land is described in the Judgment in Condemnation filed in the Superior Court
of the County of Riverside on August 27, 2010, and recorded on September 27, 2010,
as Instrument No. 2010-0461320, in Official Records of Riverside County, Cal-
ifornia
EXHIBIT"A"-Page 5
APN 687-206-012:
The Southerly 42 feet of Lot 91 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 of Maps, Records of Riverside County, California.
Said land is described in the Judgment in Condemnation filed in the Superior Court
of the County of Riverside on August 27, 2010, and recorded on September 27, 2010,
as Instrument No. 2010-0461320, in Official Records of Riverside County, Cal-
ifornia.
APN 687-206-013:
Lot 92 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 of Maps, Records of Riverside County, California.
Said land is described in the Judgment in Condemnation filed in the Superior Court
of the County of Riverside on October 4, 2010, and recorded on October 27, 2010,
as Instrument No. 2010-0515972, in Official Records of Riverside County, Cal-
ifornia.
APN 687-206-014:
The North 55 feet of Lot 93 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California;
Said land is described in the Final Order of Condemnation filed in the Superior
Court of the County of Riverside on April 22, 2011, and recorded on May 4, 2011,
as Instrument No. 2011-0196256, in Official Records of Riverside County, Cal-
ifornia.
APN 687-206-015:
The South 45 feet of Lot 93 of Cathedral City, as shown by map on file in Book
13, at Pages 24, 25, and 26 inclusive, of Maps, Records of Riverside County,
California;
Said land is described in the Final Order of Condemnation filed in the Superior
Court of the County of Riverside on April 22, 2011, and recorded on May 4, 2011,
as Instrument No. 2011-0196256, in Official Records of Riverside County, Cal-
ifornia.
APN 687-206-016:
Lot 94 of Cathedral City, as shown by map on file in Book 13, at Pages 24, 25,
and 26 inclusive, of Maps, Records of Riverside County, California.
Said land is described in the Final Order of Condemnation filed in the Superior
Court of the County of Riverside on April 22, 2011, and recorded on May 4, 2011,
as Instrument No. 2011-0196256, in Official Records of Riverside County, Cal-
ifornia.
Permitted exceptions to title and/or items approved by Wessman: [INCLUDE PROPERTY
SEWER ASSESSMENTS]
EXHIBIT "A"-Page 6
EXHIBIT "B"
PROPERTY B
LEGAL DESCRIPTION
LEGAL DESCRIPTIONS OF PROPERTIES TO BE CONVEYED BY John Wessman Company
Parcel 15 of Parcel Map No. 20742, as shown by map on file in Book 134, at Pages
74 through 77, inclusive, of Parcel Maps, Records of Riverside County, California.
This Property Bears APN 687-510-012.
Permitted exceptions to title and/or items approved by CURC:
EXHIBIT`B"
EXHIBIT "C"
THOSE PORTIONS OF LOTS 97 THROUGH 100, EXCEPTING THEREFROM THE
EASTERLY 25.17 FEET OF LOT 97, OF CATHEDRAL CITY, AS SHOWN BY MAP ON
FILE IN BOOK 13, PAGES 24 THROUGH 26, INCLUSIVE, OF MAPS, RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA, TOGETHER WITH THAT PORTION OF THE
EAST HALF OF LOT "H" OF SAID MAP ADJOINING SAID LOT 100 ON THE WEST, AS
VACATED BY RESOLUTION NO. 79-346, RECORDED NOVEMBER 21, 1979, AS
INSTRUMENT NO. 248832 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA;
EXCEPTING THEREFROM ALL THOSE PORTIONS THEREOF DESCRIBED IN THE
GRANT DEED TO THE CITY OF CATHEDRAL CITY, RECORDED ON OCTOBER 30,
1997, AS INSTRUMENT NO. 395119 OF OFFICIAL RECORDS OF SAID RIVERSIDE
COUNTY.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS, AND
OTHER MATTERS OF RECORD, IF ANY.
CONTAINING 28,215 SQ. FT. MORE OR LESS
APN: 687-208-022
EXHIBIT "C"
EXHIBIT "D"
CONCEPTUAL PLANS
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EXHIBIT "D"
EXHIBIT "E"
SCHEDULE OF PERFORMANCE
A. Days shall be calendar days, unless otherwise specified.
B. With the exception of the required date for close of escrow and item D. in this Schedule of
Performance,all other due dates shall be extended to be the last day of the calendar month in which
such action is required to be performed so that the due date for action required action falls on the
last day of the calendar month during which such action is required to be performed.
C. Where the action/task is to be performed by the City of Cathedral City("City"), CURC
shall exercise its reasonable efforts to assist Wessman in obtaining prompt performance by the
City.
D. In the event Wessman is required to respond to comments or corrections from the City,
Wessman shall respond within forty-five(45)calendar days of the date of receipt of said comment
or correction notice.
E. In the event of any conflict between this schedule and the Agreement, the terms and pro-
visions of the Agreement shall control.
F. All defined terms indicated by initial capitalization used in this schedule shall have the
meaning ascribed to the same terms in the Agreement.
G. Force Majeure as defined in Exhibit G
Action Date Action to be Completed By
1. Opening of Escrow Within 10 days of CURC obtaining
title to Property A
2. Close of Escrow Within 90 Days from Opening of
Escrow
3. Completion of demolition of L-Shaped retail build- Within 90 days from Close of Es-
ing on Demolition Property crow
4. Development entitlement application Phase 1, in- Within 9 months from Close of Es-
elusive of phasing plan limited to no more than 4 crow
phases, shall be submitted to City
5. Submit construction plans from City for Phase 1 Within 9 months from City approval
of development entitlements
6. Obtain all required construction permits(i.e. grading, Within 45 days of City approval of
building, etc.) from City for and commence con- Phase 1 construction plans
struction of Phase 1
7. Completion of Phase 1 construction as determined Within 9 months of City issuance of
by City issuance of Certificate of Occupancy Phase 1 construction permits as de-
fined in Item 5.
EXHIBIT"E"
8. Submittal of Phase 2 construction plans 90 days after receiving COO for
Phase 1 Building
9. Obtain all required construction permits(i.e. grading, Upon issuance of"Final" on Core
building, etc.) from City and commence Phase 2 and Shell Building Phase 1 and City
construction issuance of Certificate of Occupancy
for all Leased Units in the buildings
of Phase 1
10. Completion of Phase 2 construction defined as City Within 9 months of City issuance of
issuance of Certificate of Occupancy Phase 2 construction permits as de-
fined in Item 5.
11. Submittal of Phase 3 construction plans 90 days aftern receiving COO for
Phase 2 Building
12. Obtain all required construction permits(i.e. grading, Upon issuance of"Final" on Core
building, etc.) from City and commence Phase 3 and Shell Building Phase 2 and City
construction issuance of Certificate of Occupancy
for all Leased Units in the buildings
of Phase 2
13. Completion of Phase 3 construction defined as City Within 9 months of City issuance of
issuance of Certificate of Occupancy Phase 3 construction permits as de-
fined in Item 5.
14. Submittal of Phase 4 construction plans 90 days aftern receiving COO for
Phase 3 Building
15. Obtain all required construction permits(i.e. grading, Upon issuance of"Final" on Core
building, etc.) from City and commence Phase 4 and Shell Building Phase 3 and City
construction issuance of Certificate of Occupancy
for all Leased Units in the buildings
of Phase 3
16. Completion of Phase 4 construction Within 9 months of City issuance of
Phase 4 construction permits as de-
fined in Item 5.
It is understood that the foregoing schedule of Performance is subject to all terms and conditions
set forth in the text of this agreement. The time periods set forth in this schedule will adjust
automaticly forward if city approvals or Construction Loan Funding can not be obtained at the
scheduled time limits listed above. The time periods set forth in this schedule of Perforemance
may be altered or amended by either party only by written agreement signed by both Developer
and City. A failure by either party to enforce a breach of particular time provision shall not be
construed as a waiver of any other time provision. The City Manager shall have the authority to
approve extension of time without City Council action not to exceed a cumulative total of 180
days.
EXHIBIT"E"
EXHIBIT "F"
FORM OF "GRANT DEED A"
RECORDING REQUESTED BY: )
)
)
)
)
AND WHEN RECORDED RETURN TO:
)
)
)
)
Attn: )
APN: )
(Space Above for Recorder's Use)
GRANT DEED
For valuable consideration, the receipt of which is hereby acknowledged,
CITY URBAN REVITALIZATION CORPORATION, a California non-profit corporation
("Grantor" or "CURC"), hereby grants to JOHN WESSMAN, an individual ("Grantee" or
"Wessman"), the real property(the "Property") legally described in the document attached hereto,
labeled Exhibit" A," and incorporated herein by this reference, subject to the following:
1. This Grant Deed is given as required by that certain Exchange Agreement and
Escrow Instructions entered into between Grantor and Grantee, dated , 2014 (the
"Agreement"), the provisions of which are incorporated herein by reference.
2. Grantee covenants and agrees for itself, its successors, its assigns and every
successor in interest to the Property or any part thereof, that there shall be no discrimination
against or segregation of any person, or group of persons, on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in
Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955,
and Section 12955.2 of the Government Code,or in connection with sexual preference or domestic
arrangement, in the sale, lease, sublease, or other use of the Property. Grantee, any person
claiming under or through it, shall not 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 of the Property.
3. All deeds, leases or contracts pertaining to the Property shall contain and be subject
to substantially the following nondiscrimination or nonsegregation clauses:
EXHIBIT "F"—Page 1
(a) In deeds: "The grantee herein covenants by and for itself, its successors
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 any
basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those
bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, or in
connection with sexual preference or domestic arrangement, in the sale, lease, sublease,
transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall
the grantee or any person claiming under or through the grantee, 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.
(b) In leases: "The Lessee herein covenants by and for itself, its successors
and assigns, and all persons claiming under or through them, and this lease is made and
accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of, any person or
group of persons on account of any basis listed in subdivision(a)or(d)of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, or in connection with sexual preference or domestic arrangement, in
the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises
herein conveyed,nor shall the grantee or any person claiming under or through the grantee,
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.
(c) In contracts: "There shall be no discrimination against or segregation of,
any person or group of persons on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, or in connection with sexual preference or
domestic arrangement, in the sale, lease, sublease, transfer, use, occupancy, tenure, or
enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming
under or through the grantee, 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.
The foregoing provision, as applicable, shall be binding upon and shall obligate
the contracting party or parties and any subcontracting party or parties, or other transferees
under the instrument.
4. No violation or breach of the covenants, conditions, restrictions, provisions or
limitations set forth in Section 3 above shall defeat or render invalid or in any way impair the lien
or charge of any mortgage, deed of trust or other financing or security instrument permitted by the
EXHIBIT"F"—Page 2
Agreement; provided, however, that any successor of Grantee to the Property shall be bound by
such remaining covenants, conditions, restrictions, limitations and provisions, whether such
successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or
otherwise.
5. This Grant Deed is subject to the following conditions subsequent, as provided in the
Agreement:
(a) Wessman shall substantially conform to the conceptual plans approved by
CURC, as shown on Exhibit "D" of the Agreement ("Conceptual Plans"), as modified by
the City of Cathedral City from time to time, and begin and complete all construction and
development and undertake all obligations and responsibilities for such development
("Construction Obligations") within the time specified in the schedule of performance
shown on Exhibit "E" of the Agreement ("Schedule of Performance"). It is
acknowledged that the Conceptual Plans include property owned by Wessman which is not
a part of the property exchange governed by the Agreement ("Property C"). Wessman
agrees in the Agreement that he shall include said Property C in the area covered by the
Conceptual Plans, and that a portion of the improvements shown in the Conceptual Plans
and covered by the Construction Obligations are within Property C.
(b) Except for certain obligations described in paragraph 9.G of the Agreement,
for which the remedy described therein shall apply,if Wessman,or its successor in interest,
fails to perform the Construction Obligations in conformance with the Conceptual Plans
within the Schedule of Performance, Wessman, or its successor in interest, shall pay to
CURC liquidated damages in the amount of $150.00 per day (commencing upon the
applicable date contained in the Schedule of Performance) until each and every element of
the Conceptual Plans then scheduled to be completed pursuant to Schedule of Performance
is completed by Wessman. The Parties acknowledge that: (i) it would be impracticable to
fix the actual damages suffered by CURC as a result of Wessman's failure to perform as
required hereunder; and (ii) the amount of the liquidated damages represents a fair and
reasonable compensation to CURC for such default.
(c) Wessman will cause the development to include primarily
nationally-recognized tenants of a type and use that are consistent with the types and uses
shown on the Conceptual Plans with a component of local tenants, limited to no more than
40% of grossw floor area of leasable space, as approved by Wessman.
(d) Any instrument conveying all or any portion of the Property from Wessman
to a third party shall contain appropriate references and provisions to give effect to
CURC's rights and Wessman's obligations provided herein as they apply to the portion so
conveyed.
(e) Title to the Property shall be subject to a power of termination as
described in Civil Code 885.010:
i. CURC shall give written notice to Wessman as provided in the
Agreement, and in accordance with the Agreement shall have the right, at its option, to
re-enter and take possession of all or any portion of the Property, together with all
EXHIBIT"F"—Page 3
improvements thereon, and to terminate and revest in CURC the estate conveyed to
Wessman hereunder, if, after conveyance of title, Wessman (or its successors in interest)
shall fail, subject to delays caused by CURC,the City and/or other force majeure events,to
demolish the L-shaped retail building on the property located at 68950 E. Palm Canyon
Drive, Cathedral City, California 92234 (APN 687-208-022) and more particularly
described on Exhibit "C" of the Agreement, and leave the pad area thereof as a clean dirt
pad, to the reasonable satisfaction of CURC, within ninety (90) days of the Close of
Escrow ("Demolition Obligation") and issuance by the City of all required demolition
permits. Demolition shall be done in accordance with all applicable City of Cathedral
City ordinances, rules and regulations.
ii. The Property may not be conveyed in whole or in part to a third
party until the Demolition Obligation is satisfied, in CURC's sole but reasonable
discretion.
iii. CURC may exercise its right of revesting title to the Property, and
any improvements thereon by recording with the office of the Riverside County Recorder a
notice of revesting title to real property ("Notice of Revesting"). Recordation of the
Notice of Revesting shall constitute conclusive and binding evidence of revesting to
CURC of title in and to the Property and all improvements thereon and subsequent
purchasers, lessees, or lienholders shall not be subject to any claim by Wessman as to the
Property or any improvements thereon.
iv. The rights and remedies of CURC identified in this Section 9. G.
shall automatically terminate upon the satisfaction of the Demolition Obligation by
Wessman.
6. The covenants contained in this Grant Deed shall be binding for the benefit of the
Grantor and its successors and assigns,and such covenants shall run in favor of the Grantor for the
entire period during which such covenants shall be in full force and effect, without regard to
whether the Grantor is or remains an owner of any land or interest herein to which such covenants
relate. The Grantor, in the event of any breach of any such covenants, shall have the right to
exercise all of the rights and remedies,and to maintain any actions at law or suits in equity or other
proper proceedings to enforce the curing of such breach as provided in the Agreement or by law.
The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable
only by the Grantor, its successors and its assigns. The City of Cathedral City shall be deemed to
be an assignee of all rights afforded Grantor in the event that Grantor ceases to exist as a legal
entity.
EXHIBIT"F"—Page 4
IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized, this _ day of
, 2014.
Grantor:
CITY URBAN REVITALIZATION CORPORATION
A California non-profit corporation
By:
Executive Director
By:
Secretary
APPROVED AS TO FORM:
By:
Counsel for Grantor
The provisions of this Grant Deed are hereby approved and accepted.
Grantee:
JOHN WESSMAN, an individual
By:
John Wessman
EXHIBIT"F"—Page 5
EXHIBIT"A" TO GRANT DEED
LEGAL DESCRIPTION
EXHIBIT"F"—Page 6
ACKNOWLEDGMENT TO GRANT DEED
EXHIBIT "F"—Page 7
Exhibit"G"
Force Majeure. Neither party shall be deemed to be in default where failure or delay in perfor-
mance of any of such party's obligations under this Agreement is caused by any event described
below, where any such event is beyond the control of the claiming party and such party's con-
tractors and consultants and is not due to an act or omission of the claiming party or such party's
contractors or consultants, and such event directly, materially and adversely affects (a) the ability
of the claiming party to meet its non-monetary obligations under this Agreement, including
deadlines imposed by the Schedule of Performance, and which event (or the effect thereof) could
not have been avoided by due diligence and use of reasonable efforts by the claiming party:
(1) Unusually Severe Weather: weather conditions not reasonably an-
ticipatable for that portion of the City of Cathedral City where the downtown area is located,based
upon U.S. Weather Bureau climatological reports for the months included and a report indicating
average precipitation, temperature, etc., for the previous ten (10) year period from the nearest
weather reporting station;
(2) Civil Unrest: an epidemic, blockage, quarantine, rebellion, war,
insurrection, act of terrorism, strike or lock-out, riot, act of sabotage, civil commotion, act of a
public enemy, or freight embargo;
(3) Unforeseeable Conditions: reasonably unforeseeable physical con-
ditions of the existing Downtown Area or improvements thereon, including the presence of haz-
ardous materials, as defined by applicable state and federal laws and regulations;
(4) Casualty: fire, earthquake, flood or other casualty, in each case only
if causing material physical destruction or damage to improvements
(5) Litigation: any lawsuit seeking to restrain, enjoin, challenge or de-
lay the issuance of any entitlement, or restraining, enjoining, challenging or delaying construction
of improvements, or restraining, enjoining, challenging, or delaying any funding mechanism by a
construction lender and which directly impairs the ability of the claiming party to perform despite
commercially reasonable efforts to do so;
(6) Change of Law: the passage of a referendum or initiative that results
in the inability of the claiming party to perform its material obligations hereunder; and/or
(7) Conduct by Other Party: conduct (action or inaction) by the other
party which delays the ability of the claiming party to perform its material obligations under this
Agreement, but only during periods in which such conduct (action or inaction) actually delays
such performance.
EXHIBIT "F"—Page 8