AGREEMENT OF PURCHASE AND SALE

AND ESCROW INSTRUCTIONS

This is an OFFER (“Offer”) to enter into this AGREEMENT OF PURCHASE AND

SALE AND ESCROW INSTRUCTIONS (“Agreement”) and is made as of _______________,
2013 (the “Offer Date”).

This Offer is made by _______________________________________________

(“Buyer”). This Offer is irrevocable for a period of 60 days from the Offer Date.

The specific terms of the Offer (the “Offer Terms”) are as follows:

I. The purchase price for the Property (as defined below) is

$______________________________________ (“Purchase Price”).

II. The Buyer’s due diligence period (if any) will be for a period of _______ days.

III. The Agreement is subject to the contingencies specified on Exhibit A.

IV. Other terms (if any) of the Offer are specified on Exhibit B.

This OFFER, including the terms of this Agreement, are subject to the acceptance by the
CITY OF PALM DESERT, a California municipal corporation (“Seller”), which will be
evidenced (if accepted) by the Seller’s execution of this Agreement and the delivery of a copy
thereof to the Seller. The date of delivery of such acceptance by the Seller to the Buyer is
referred to herein as the “Effective Date.” In the event the Seller does not accept the Offer and
deliver a copy of such acceptance to the Buyer within ninety (90) days from the Offer Date, this
Offer is automatically revoked, and this Agreement will be null and void.

Upon acceptance of the Offer by the Seller, this Agreement is made with reference to the
following facts:

RECITALS

A. Seller is the owner of certain real property located in the City of Palm Desert,
Riverside County, California, commonly known as 74-833 Joni Drive, Palm Desert, California,
and more particularly described in Exhibit C attached hereto (“Property”). Reference herein to
the Property includes all of Seller’s right, title and interest in and to any and all improvements,
fixtures, utility rights, entitlements, claims or other benefits in any way connected with the
Property.

B. Buyer desires to purchase the Property from Seller and Seller desires to sell the
Property to Buyer pursuant to the terms and conditions set forth in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

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 1. Purchase and Sale of Property. Upon the terms and conditions described below,
Buyer agrees to purchase and Seller agrees to sell and convey the Property to Buyer.

2. Purchase Price. The purchase price for the Property will be the Purchase Price as
specified in the Offer Terms.

3. Payment of Purchase Price. Buyer will pay the Purchase Price to Seller through
Escrow as follows:

3.1 Deposit. Within three (3) business days following the Effective Date of
this Agreement, Buyer will deposit with Foresite Escrow, (Esther Lopez, Escrow Officer), at its
office located at 41-995 Boardwalk, Ste G-2, Palm Desert, CA 92211 (“Escrow Holder”) the
sum of Five Thousand Dollars ($5000.00) (“Deposit”) in immediately available funds. Escrow
Holder will place the Deposit in an interest bearing account, with interest to accrue for the
benefit of Buyer. All references herein to the “Deposit” will include interest accrued thereon. In
the event the Buyer fails to deliver the Deposit to the Escrow Holder within the time period
specified herein, this Agreement will be null and void.

3.2 Balance of Purchase Price. Not later than one (1) business day prior to
Closing, Buyer shall deposit with Escrow Holder in immediately available funds the balance of
the Purchase Price, together with such other amounts as may be required in order to pay Buyer’s
share of closing costs and prorations.

3.3 Application of Deposit. The Deposit is nonrefundable except as otherwise

expressly provided in this Agreement. Upon Close of Escrow (defined below), the Deposit will
be credited against the Purchase Price. If Buyer terminates this Agreement prior to the
expiration of the Due Diligence Period, the Deposit will be delivered to Seller as reimbursement
for expenses incurred by the Seller. If, following Buyer’s election to proceed with this
transaction beyond the expiration of the Due Diligence Period, Seller will retain the Deposit as
liquidated damages pursuant to Section 8.2 below. In the event the Close of Escrow fails to
occur due solely to the breach of this Agreement by the Seller, the Deposit will be returned to the
Buyer.

4. Title.

4.1 Preliminary Title Report. Prior to Buyer’s submission of the Offer, the
Buyer was provided a copy of the Preliminary Title Report dated August 7, 2013 (Order No.
613682861) prepared by Lawyers Title Company (the “Title Report”). Unless the Buyer has
specified any of the exceptions to title as unacceptable as part of the Offer Terms, all of the
exceptions set forth in the Title Report are deemed to be approved by the Buyer.

4.2 Title Policy. At Close of Escrow, Seller will convey good and marketable
title to the Property to Buyer as evidenced by a CLTA Standard Form Owners Policy of Title
Insurance, or at Buyer’s election and expense, an ALTA Extended Owner’s Policy of Title
Insurance, issued by the Title Company in an amount equal to the Purchase Price, and containing
such endorsements (the “Endorsements”) as Buyer may, at Buyer’s expense, reasonably require
(“Title Policy”).
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 5. Due Diligence Inspections.

5.1 Due Diligence Period. As used in this Agreement, the term “Due
Diligence Period” means the period commencing on the Effective Date and expiring the number
of days thereafter specified as the due diligence period in the Offer Terms.

5.2 Property Information. Seller has made available to Buyer copies of

information in Seller’s possession regarding the condition of the Property (“Property
Information”). The Property Information is made available to Buyer without warranty from
Seller regarding the accuracy or completeness of the information contained therein.

5.3 Inspections. Prior to Buyer’s submission of the Offer, Buyer has been
given an opportunity to inspect the Property. During the Due Diligence Period, if any, with
reasonable advance written notice (no less than forty-eight (48) hours) to Seller, which written
notice shall describe in reasonable detail the nature and scope of Buyer’s proposed inspections,
Buyer, its agents, representatives and consultants may enter onto the Property during reasonable
business hours to perform inspections and tests of the Property. All such tests and inspections
will be at Buyer’s sole cost. Depending on the nature of the inspections, Seller may require
Buyer, prior to entering the Property, or causing its agents to enter the Property, to provide Seller
with a certificate of insurance issued in favor of Buyer, or the Buyer’s agents entering the
Property, and naming Seller as an additional insured, evidencing commercial general liability
coverage by companies reasonably approved by Seller with a minimum of $1,000,000 per
incident covering the activities of Buyer and the Buyer’s agents while attending the Property.

5.4 Restoration. After performing such tests and inspections under Section
5.3, Buyer shall promptly restore the Property to the condition that existed prior to such tests and
inspections (which obligation will survive the Close of Escrow or any termination of this
Agreement). Buyer shall keep the Property free from all liens, and shall indemnify, defend, and
hold harmless Seller and its officers, employees, and agents (collectively, the “Seller Parties”),
from and against all claims, actions, losses, liabilities, damages, costs and expenses (including
attorneys’ fees and costs) incurred, suffered by, or claimed against Seller Parties, or any of them,
by reason of any damage to the Property or injury to persons caused by Buyer and/or its agents,
representatives or consultants in exercising its rights under this Section 5. The foregoing
provisions will survive the Close of Escrow or any termination of this Agreement.

5.5 Buyer’s Right to Terminate During Due Diligence Period. At any time
prior to the expiration of the Due Diligence Period, Buyer may terminate this Agreement in its
sole and absolute discretion by delivering to Seller and Escrow Holder written notice of such
termination. If Buyer terminates this Agreement in accordance with this Section, Escrow Holder
shall deliver the Deposit to the Seller. If Buyer fails to terminate this Agreement prior to the
expiration of the Due Diligence Period in accordance with the provisions of this Section 5.5,
Buyer will be deemed to have approved the Property.

6. As Is Acceptance of Property. Buyer acknowledges that prior to Close of Escrow,

it will have had the opportunity to conduct such tests and evaluations as it deems reasonably
necessary in order to investigate the condition of the Property, including its environmental status.
Buyer acknowledges that it is acquiring the Property in its “as is” condition with no warranty or
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representation from Seller regarding the physical condition of the Property, its environmental
condition or its suitability for Buyer’s intended purposes. Buyer acknowledges that it is
acquiring the Property based solely in reliance on its own inspections and examination and its
own evaluation of the Property. Buyer agrees that no representations, statements or warranties
have at any time been made by Seller or its agents regarding the physical condition of the
Property except as may be contained in this Agreement. Buyer acknowledges that there may be
conditions affecting the Property unknown to Buyer that may adversely affect its value or use for
Buyer’s intended purposes. Buyer nevertheless waives any rights or recourse it may have with
respect to such unknown conditions and any damage, loss, costs or expense related thereto,
including rights accruing under California Civil Code § 1542, which provides:

“A general release does not extend to claims which the creditor

does not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”

Buyer acknowledges that it has either consulted with or had an opportunity to consult
with legal counsel regarding the above waiver. The provisions of this Section 6 will survive
Close of Escrow.

Buyer Initials

7. Escrow.

7.1 Escrow Instructions. This Agreement shall constitute instructions of

Buyer and Seller to Escrow Holder. The parties agree to execute such additional pro forma
instructions as Escrow Holder may reasonably require, however, in the event of a conflict, the
terms and provisions of this Agreement shall govern.

7.2 Opening of Escrow. Upon acceptance of the Offer by the Seller, Buyer
and Seller shall promptly cause an escrow to be opened with Escrow Holder by depositing with
Escrow Holder a fully executed copy of this Agreement. Escrow shall be deemed opened as of
the date this Agreement is deposited with Escrow Holder (“Escrow Opening”).

7.3 Close of Escrow; Closing Date. “Close of Escrow” shall mean the date
on which the Grant Deed conveying title from Seller to Buyer is recorded in the Official Records
of the County Recorder of Riverside County, California. The form of the Grant Deed will be as
set forth in Exhibit D attached hereto. Provided that this Agreement is not earlier terminated
pursuant to the terms and provisions hereof, and provided that all of the conditions precedent to
the Close of Escrow set forth in this Agreement have been approved or waived as herein
provided, Escrow shall close on or before fifteen (15) days following expiration of the Due
Diligence Period, if any, or in the event the Due Diligence Period is waived, thirty (30) days
following the Effective Date (“Closing Date”). Seller may terminate this Agreement if Seller
has performed its obligations hereunder, and failure to close Escrow results from a material
default by Buyer. Buyer may terminate this Agreement if Buyer has performed its obligations
hereunder, and failure to close Escrow results from a material default by Seller. By causing the
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Close of Escrow to occur, Escrow Holder shall be deemed to have irrevocably committed to
cause the Title Company to issue the Title Policy to Buyer. If the County Recorder of Riverside
County, California is closed on the last day for closing Escrow, then the parties agree that
Escrow Holder shall have until the next day the Recorder is open to record the Grant Deed and
close Escrow.

7.4 Documents and Funds from Buyer. Not later than one (1) business day
prior to the Closing Date, Buyer will deliver or will assure that the following documents and
funds have been delivered to Escrow Holder:

(a) Purchase Price. The Purchase Price, as described in Section 2

above.

(b) Preliminary Change of Ownership Statement. A Preliminary

Change of Ownership Statement or in lieu thereof, the appropriate fee, to be provided to the
Recorder’s office at Close of Escrow.

(c) Other Sums and Documents. All other sums and documents
required by Escrow Holder according to this Agreement to carry out and close the Escrow.

7.5 Documents and Funds from Seller. Not later than one (1) business day
prior to the Closing Date, Seller will deliver or will assure that the following documents and
funds have been delivered to Escrow Holder:

(a) Grant Deed. A fully executed and acknowledged Grant Deed

conveying the Property to Buyer, or Buyer’s nominees or assigns, in fee simple.

(b) FIRPTA Affidavit. An original affidavit, using Escrow Holder’s

standard forms, certifying that Seller and this transaction are not subject to the withholding
requirements of the Foreign Investment in Real Property Tax Act and equivalent California
legislation.

(c) Other Sums and Documents. All other documents and sums
required by Escrow Holder according to this Agreement to carry out the Escrow and to issue the
Title Policy to Buyer in the form required by Buyer.

7.6 Conditions to the Close of Escrow. Close of Escrow shall not take place
unless and until:

(a) Seller’s Obligation. Seller’s obligation to sell the Property to

Buyer is contingent on the following:

(i) Buyer shall have delivered the Purchase Price, less any
credits described in this Agreement, for the Property.

(ii) Buyer shall have timely performed all other obligations of

Buyer under this Agreement.

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 In the event that any of the foregoing conditions have not occurred
or been satisfied or waived by the Closing Date, either Seller or Buyer shall be entitled to
terminate this Agreement and, subject to the provisions of Section 7.9 below, any funds
deposited by Buyer and any interest thereon will be returned to Buyer.

(b) Buyer’s Obligation. Buyer’s obligation to purchase the Property is

contingent on the following:

(i) Buyer shall have approved or shall be deemed to have

approved the Report for the Property pursuant to Section
4.1.

(ii) Seller shall have delivered insured title to the Property on

the terms required by Section 4.

(iii) No loss or damage to the Property shall have occurred

which would permit Buyer to terminate this Agreement
pursuant to the provisions herein below.

(iv) Seller shall have performed all of its other obligations

under this Agreement.

In the event that any of the foregoing conditions have not occurred
or been satisfied or waived by the date(s) specified, Buyer shall be entitled to terminate this
Agreement and, subject to the provisions of Section 7.9 below, any funds deposited by Buyer,
including the Deposit, and any interest thereon will be returned to Buyer.

(c) Delivery of Sums and Documents. Both parties have deposited

with Escrow Holder all sums and documents required by this Agreement.

(d) Title Policy. The Title Company is prepared to issue the Title
Policy to Buyer with title as described in Section 4 above.

7.7 Closing Procedure. Upon receipt of all funds and instruments described in
this Section 7, and upon satisfaction or waiver of all contingencies and conditions set forth in this
Agreement, Escrow Holder shall:

(a) Record the Grant Deed. Record the Grant Deed in the Official
Records of Riverside County, California.

(b) Title Policy. Cause the Title Policy to be issued.

(c) Purchase Price. Deliver the Purchase Price to Seller, less any costs
and expenses shown on the closing statements approved by Seller and Buyer, which costs and
expenses shall be disbursed as instructed by Seller and Buyer in escrow instructions delivered to
Escrow Agent prior to the Closing Date.

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 7.8 Electronic/Counterpart Documents. In the event Buyer or Seller utilizes
“facsimile” or other electronically transmitted signed documents, the parties hereby agree to
accept and instruct Escrow Holder to rely upon such documents as if they bore original
signatures. Buyer and Seller hereby agree, if requested by Escrow Holder, to provide to Escrow
Holder within seventy-two (72) hours after transmission, such documents bearing the original
signatures. Buyer and Seller further acknowledge and agree that electronically transmitted
documents bearing non-original signatures will not be accepted for recording and that the parties
will provide originally executed documents to Escrow Holder for such purpose. Escrow Holder
is authorized to utilize documents which have been signed by Buyer and Seller in counterparts.

7.9 Costs of Escrow. Buyer will pay one-half of Escrow Holder’s fee, and
any additional costs and charges customarily charged to buyers in accordance with common
escrow practices in Riverside County. Seller shall pay one-half of Escrow Holder’s fee, the costs
and expenses associated with the Title Policy as described in Section 4, and any additional costs
and charges customarily charged to sellers in accordance with common escrow practices in
Riverside County.

7.10 Property Taxes and Assessments. Under Seller’s ownership, the Property
has not been subject to real property taxes or assessments. At the Close of Escrow, Buyer will
become liable for all real property taxes and assessments (including any supplemental
assessments) allocable to the Property after the Close of Escrow.

7.11 Brokers’ Commissions. Neither party has had any contact or dealings
regarding the Property, or any communication in connection with the subject matter of this
transaction, through any real estate broker or other person who can claim a right to a commission
or finder’s fee in connection with the sale contemplated herein , except for
____________________________________________________[name brokerage, if any]
through ________________________________________[name sales agent, if applicable],
whose commission in the amount of three percent (3%) of the Purchase Price (the “Broker’s
Commission”) shall be paid entirely by Seller at the Close of Escrow. If any [other] broker or
finder perfects a claim for a commission or finder’s fee based upon any such contact, dealings or
communication, then the party through whom such person makes its claim shall indemnify, hold
harmless and defend the other party (the “Indemnified Party”) from any and all costs, damages,
claims, liabilities, losses, or expenses, (including without limitation, reasonable attorneys’ fees
and disbursements) incurred by the Indemnified Party in defending against the claim. The
provisions of this Section shall survive termination of this Agreement and the Close of Escrow.

7.12 Possession. Possession of the Property shall be surrendered to Buyer at

the Close of Escrow.

7.13 Report to IRS. After Close of Escrow and prior to the last date on which
such report is required to be filed with Internal Revenue Service (“IRS”), and if such report is
required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report
the gross proceeds of the purchase and sale of the Property to the IRS on Form 1099-B, W-9 or
such other form(s) as may be specified by the IRS pursuant to said Section 6045(e).
Concurrently with such filing, Escrow Holder shall deliver a copy thereof to Buyer and Seller.

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 8. Remedies for Default.

8.1 Seller Default. If Seller defaults under this Agreement, Buyer may, at its
option, terminate this Agreement (in which case the Deposit will be returned by Escrow Holder
to Seller) or initiate an action for specific performance of this Agreement.

8.2 Buyer Default. IF BUYER DEFAULTS IN ITS OBLIGATION TO

CLOSE THE PURCHASE OF THE PROPERTY, SELLER SHALL RETAIN THE DEPOSIT
AS FULL, AGREED AND LIQUIDATED DAMAGES, AND SELLER’S RETENTION OF
THE DEPOSIT IS SELLER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO
SUCH BUYER DEFAULT. THE PARTIES HERETO EXPRESSLY AGREE AND
ACKNOWLEDGE THAT IN THE EVENT OF A DEFAULT BY BUYER IN ITS
OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY, SELLER’S ACTUAL
DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
ASCERTAIN, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’
REASONABLE ESTIMATE OF SUCH DAMAGES, AND THAT SUCH AMOUNT IS NOT
UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS
AGREEMENT WAS MADE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING: (1) SELLER WILL INCUR ADMINISTRATIVE COSTS IN THE
NEGOTIATION AND REVIEW OF THIS AGREEMENT AND OTHER DOCUMENTS
RELATING TO THIS TRANSACTION, AND WILL INCUR DAMAGES BY
WITHDRAWING THE PROPERTY FROM THE OPEN MARKET; (2) CERTAIN COSTS
AND OTHER DAMAGES IN AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE
DEPOSIT MAY BE INCURRED BY SELLER IF THE SALE OF THE PROPERTY
CONTEMPLATED HEREBY IS NOT COMPLETED; AND (3) SELLER IS ENTERING
INTO THIS AGREEMENT WITH BUYER IN RELIANCE UPON BUYER’S COMMITMENT
TO PURCHASE THE PROPERTY FROM SELLER. THE PAYMENT OF SUCH AMOUNT
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 SELLER PURSUANT TO
CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 8.2, THIS
LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHALL NOT BE
DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNITY,
RESTORATION OR CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT.

SELLER’S INITIALS: ____ BUYER’S INITIALS: ____

9. Notices. Any and all notices required or permitted to be given hereunder shall be
in writing and shall be (i) personally delivered, or (ii) sent by recognized overnight delivery
service, mailed by certified or registered mail, return receipt requested, postage prepaid. Any
such notice or communication shall be effective when received by the addressee or upon refusal
of such delivery to the parties at the addresses indicated below:

To Seller: City of Palm Desert

73-510 Fred Waring Drive
Palm Desert, CA 92260
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 Attn: Ruth Ann Moore

To Buyer: ____________________
____________________
____________________
Attn: ______________

Any party may change its address by a notice given to the other party in the manner set forth
above.

10. Miscellaneous.

10.1 Integration. This Agreement supersedes all prior agreements and

understandings between the parties relating to the subject matter hereof. Neither of the parties
has relied upon any oral or written representation or oral or written information given to it by any
representative of the other party.

10.2 Binding Effect. Upon acceptance of the Offer by the Seller, this
Agreement shall bind and inure to the benefit of the parties, their respective heirs, successors and
assigns.

10.3 Amendment/Modification. No change or modification of the terms or

provisions of this Agreement shall be deemed valid unless in writing and signed by both parties.

10.4 Governing Law/Venue. This Agreement shall be construed, interpreted

and applied in accordance with the laws of the State of California. Any litigation or arbitration
regarding the Property or this Agreement will be brought in Riverside County Superior Court or
conducted in Riverside County.

10.5 Business Days. Reference herein to “business days” means any day
excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of
California or in the City of Shafter.

10.6 Waiver. No waiver of any breach or default shall be construed as a

continuing waiver of any provision or as a waiver of any other or subsequent breach of any
provision contained in this Agreement.

10.7 Attorneys’ Fees. In the event of any action or proceeding to enforce or

construe any of the provisions of this Agreement, the prevailing party in any such action or
proceeding shall be entitled to reasonable attorneys’ fees and costs.

10.8 Assignability. Any assignment of Buyer’s rights under this Agreement

shall require the prior written consent of Seller, which Seller may grant or withhold in its sole
discretion.

10.9 Time of the Essence. Time is of the essence of this Agreement.

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 10.10 Escrow Agent. Escrow Agent shall conduct the Close of Escrow in
accordance with the terms and provisions of the escrow instructions to be given to Escrow Agent
by the parties in a form consistent with this Agreement. To the extent of any conflict or
inconsistency between the terms and provisions of this Agreement and the escrow instructions,
the terms of this Agreement shall control.

10.11 Exhibits. All Exhibits which are referred to herein and which are attached
hereto or bound separately and initialed by the parties are expressly made and constitute a part of
this Agreement.

10.12 Counterparts. This Agreement may be executed in counterparts and when

so executed by the parties, shall become binding upon them and each such counterpart will be an
original document.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOLLOWS

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BUYER:

_______________________

By:
Name:
Its:

ACCEPTANCE OF OFFER:

The foregoing Offer (including the terms of the Agreement) is hereby accepted by the Seller as
of __________________, 2013.

SELLER:

CITY OF PALM DESERT,

a California municipal corporation

By:
Jan Harnik, Mayor
ATTEST: APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP

Rachelle Klassen, City Clerk David J. Erwin, City Attorney

ACKNOWLEDGEMENT OF ACCEPTANCE:

The Buyer hereby acknowledges receipt of the Seller’s acceptance of this Offer.

BUYER:

_______________________

By:
Name:
Its:
Date: _______________________________

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 CONSENT AND ACKNOWLEDGMENT OF ESCROW HOLDER

Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) act as the
Escrow Holder under said Agreement and (iii) be bound by said Agreement in the performance
of its duties as Escrow Holder.

Escrow Holder acknowledges receipt on the date hereof of originals or counterparts of

the foregoing Agreement fully executed by Seller and Buyer.

Escrow Holder advises the parties that the date of the Opening of Escrow is
__________________, 2013.

Dated: _____________, 2013 FORESITE ESCROW

By: _______________________________
Its: Escrow Officer

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 EXHIBIT A

CONTINGENCIES

Exhibit A
 EXHIBIT B

OTHER OFFER TERMS

Exhibit B
 EXHIBIT C

LEGAL DESCRIPTION OF PROPERTY

All that certain real property situated in the County of Riverside, State of California, described as
follows:

Lot 36 of Tract No. 5224, in the City of Palm Desert, County of Riverside, State of California, as
per Map recorded in Book 88, Page 11 and 12 of Maps, in the office of the County Recorder of
Riverside County, California.

Exhibit C
 EXHIBIT D

GRANT DEED

[See Attached]

Exhibit D