EXHIBIT 10.8
AGREEMENT FOR PURCHASE OF REAL PROPERTY
THIS AGREEMENT FOR PURCHASE OF REAL PROPERTY ("Agreement") is made and
entered into for good and valuable mutual consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, as
of this 12th day of June, 1997, by and between MET PARTNERS, LLC, a Nevada
limited liability company, as to an undivided 27.08% interest; PALOMINO PARTNERS
LIMITED PARTNERSHIP, a Nevada limited partnership, as to an undivided 48.96%
interest; X.X. XXXXX AND XXXXXX X. XXXXX, TRUSTEES OF THE XXXXX 1984 TRUST,
DATED 3/19/84 as to an undivided 10.42% interest; XXX X. XXXXXXX AND XXXXXX X.
XXXXXXX, TRUSTEES OF THE XXXXXXX 1988 TRUST, as to an undivided 8.33% interest;
XXXXXXX X.X. XXXXX, TRUSTEE OF THE XXXXXXX X.X. XXXXX AND XXXXXXXX X. XXXXX
FAMILY TRUST, as to an undivided 4.17% interest; and XXXXXX X. XXXXXXXXXX, as to
an undivided 1.04% interest; all as tenants in common (collectively, "Buyer")
and INCO HOMES CORPORATION, a Delaware corporation ("Seller").
TERMS OF AGREEMENT:
1. PROPERTY. The property to be purchased consists of approximately
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284 acres in San Bernardino County, California, and is more particularly
described on Exhibit "A" attached hereto and incorporated herein by this
reference, together with all hereditaments and appurtenances thereto
("Property").
2. PURCHASE PRICE: PAYMENT. The purchase price ("Purchase Price") for
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the Property shall be Two Million Four Hundred Thousand Dollars ($2,400,000.00).
The Purchase Price shall be deposited by Buyer with the Escrow Agent no later
than one (1) day before the Close of Escrow.
3. ESCROW. The escrow agent for this transaction shall be First
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American Title, Attn: Xxxxxx Xxxxxx, 0000 00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx
("Escrow Agent"). Within one business day after execution of this Agreement by
both parties, the parties shall open an escrow with Escrow Agent by depositing a
fully executed copy of this Agreement (said date being the "Opening of Escrow").
Buyer and Seller each hereby agree to execute such additional escrow
instructions, not inconsistent with this Agreement, as Escrow Agent may
reasonably require; provided, however, that this Agreement shall constitute
instructions to Escrow Agent and this Agreement shall be enforceable regardless
of whether the parties hereto execute any additional escrow instructions. Such
additional escrow instructions shall be executed and returned by each party to
Escrow Agent no later than ten (10) business days after receipt thereof. In the
event of any inconsistency between any additional escrow instructions and this
Agreement, the terms of this Agreement shall supersede and govern.
4. TITLE APPROVAL AND INSURANCE. At the Close of Escrow, Seller shall
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(a) convey the Property to Buyer by California Statutory Warranty Deed, with
express warranty that title is
subject only to exceptions expressly approved by Buyer, and (b) cause Escrow
Agent to furnish Buyer with an ALTA extended coverage owner's policy of title
insurance, with coverage in the amount of the Purchase Price, insuring fee title
in Buyer, with Schedule B thereof subject only to matters expressly approved by
Buyer.
5. CONTINGENCIES. Buyer's obligations hereunder are contingent upon:
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(a) Buyer's approval of title and the issuance of the title
policy in accordance with the provisions of Section 4, above.
(b) Buyer's approval of the findings of its due diligence
inspection and study of the Property, including but not limited to, all
feasibility and engineering considerations, environmental issues, soil
conditions, public improvements, etc. Buyer shall have the right to terminate
this Agreement, for any reason or no reason, in Buyer's sole discretion, by
delivering a written notice of termination to Escrow Agent and Seller before the
Close of Escrow. Should Buyer deliver notice of termination before the Close of
Escrow, then this Agreement shall thereupon terminate, the any funds deposited
in the escrow shall be returned to Buyer, and neither party shall have any
further obligation or liability to the other hereunder.
(c) It is a condition of Buyer's obligations hereunder that
Seller shall have received an assignment ("Assignment") of that certain
Development Agreement between the City of Victorville and Mesa Verde Housing
Developments, a California Limited Partnership ("Mesa Verde") entered and
recorded on September 9, 1988 as Instrument No. 88-301991 in the Official
Records of San Bernardino County ("Development Agreement") (Mesa Verde
subsequently assigned its rights under the Development Agreement to Inco Homes
Corporation, a Delaware corporation on August 2, 1996), which assignment must be
approved by the appropriate governmental entities. Buyer shall have the right to
approve all conditions imposed upon such Assignment by the governing entity,
which approval shall not be unreasonably withheld. If, despite Seller's best
efforts and diligence, Seller has not obtained said Assignment before the
Assignment of Development Agreement Contingency Deadline, this Agreement shall
automatically be terminated, any funds deposited by Buyer shall be returned to
Buyer, and neither party hereto shall have any further obligation or liability
hereunder. Inco hereby represents and warrants, for the reliance and benefit of
Buyer, that the effective portions of the Development Agreement consist of the
Agreement recorded September 9, 1988 and the Third Amendment thereto, dated
September 15, 1992, and that the First and Second Amendments to the Development
Agreement are no longer effective.
Contingencies to the Purchase are for the sole benefit of the Buyer and may
be waived by the Buyer only.
6. CLOSE OF ESCROW. Close of escrow shall be no later than June 13,
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1997 ("Close of Escrow").
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7. PAYMENT OF CLOSING COSTS AND PRORATIONS. Seller shall pay all
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closing costs associated with the transaction including, but not limited to, the
premium for Buyer's ALTA title policy, all real property transfer taxes,
recording costs, Escrow Agent's escrow fee, Buyer's attorneys' fees and Buyer's
reasonable due diligence costs. Real property taxes shall be prorated to Close
of Escrow.
8. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and
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warrants the following to be true and correct as of the date of this Agreement
and further represents and warrants that the following will be true and correct
at Close of Escrow, as if first represented and warranted that date:
Buyer is a duly formed and validly-existing Nevada limited liability
company in good standing. Buyer has the right, power, legal capacity and
authority to enter into and perform its obligations under this Agreement, and no
approvals or consents of any persons other than Buyer are required in connection
with this Agreement. The execution of the Agreement and consummation of the
transactions contemplated hereby will not result in or constitute any default or
event that, with notice or lapse of time or both, would be a default, breach or
violation of the organizational instruments or laws governing Buyer or any
lease, license, promissory note, conditional sales contract, commitment,
indenture, mortgage, deed of trust, or the agreement, instrument, or
arrangements to which Buyer is a party or by which Buyer is bound. By executing
this Agreement, the parties signatory for Buyer do hereby represent and warrant
to Seller that they have all necessary authority to bind Buyer hereto, and to
execute and deliver this Agreement as the act and deed of Buyer.
9. SELLER'S DELIVERY OF EXISTING REPORTS. Seller will deliver to
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Buyer, no later than five (5) business days after Opening of Escrow, copies of
any inspections, tests, surveys, engineering, soil and toxic reports, city
approvals of zoning and mapping, and all other studies and information, which
Seller may have on the Property. At the Close of Escrow all engineering and
architecture that has been paid in full by the Seller shall become the property
of the Buyer with acknowledgement from said engineers and architects assigning
the rights and privileges of the Seller to the Buyer.
10. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller hereby represents
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and warrants to Buyer as follows:
(a) That (i) there are no tanks now or previously containing any
petroleum-based substances located on or below the surface of the Property; (ii)
there is no asbestos or asbestos-related product on the Property or in or on any
improvements thereon; and (iii) there is no other hazardous or toxic waste or
substance or other contaminant or pollutant (as defined by law) in existence on
or below the surface of the Property, including, but not limited to, in the
soil, sub-soil, ground water or surface water, which constitutes a violation of
any law, ordinance, rule or regulation of any governmental entity having
jurisdiction hereof, or which may subject Buyer to liability to third parties.
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(b) That Seller has no knowledge of any previous use of the
Property which would result in any hazardous or toxic substances being left or
dumped on the Property.
(c) That there is not currently pending any proceedings or
investigation by any governmental authority concerning any such hazardous
materials or toxic substances affecting or related to the Property.
(d) That, to the best of Seller's knowledge, there is no pending
or threatened condemnation or similar proceeding affecting the Property or any
portion thereof, nor has Seller knowledge that any such action is presently
contemplated.
(e) Seller has no information or knowledge of any change
contemplated in any applicable laws, ordinances, or regulations, or any judicial
or administrative action, or any action by adjacent landowners, or natural or
artificial conditions upon the Property which would prevent, limit or impede
Buyer's development or use of the Property.
(f) That, to the best of Seller's knowledge, Seller has complied
with all applicable laws, ordinances, regulations, statutes, rules and
restrictions pertaining to and affecting the Property. Performance of this
Agreement by Seller will not result in any breach of, or constitute any default
under, or result in the imposition of, any lien or encumbrance upon the Property
under any agreement or other instrument to which Seller is a party or by which
Seller or the Property might be bound.
(g) That the Property is comprised of one or more legal parcels,
and can be conveyed to Buyer without violating any provision of any applicable
law or ordinance pertaining to the division of real property.
(h) That no part of the Property is within an identified flood
plain or other designated flood hazard area as established pursuant to the Flood
Disaster Protection Act as amended, or regulations promulgated thereto by HUD,
FDIC, the Federal Reserve Board or any other governmental agency having
jurisdiction.
(i) That there are no impact fee credits attributable to the
Property.
(j) That there are no oral or written service, maintenance,
landscaping, security, management or other similar contracts which affect the
operation or maintenance of the Property.
(k) That Seller has not received notice of any violation of any
applicable federal, state, or local statute, law or regulation (including,
without limitation, any applicable building, zoning, environmental protection or
other law), or any covenant, condition, restriction or easement, bearing on the
construction, operation, ownership, use or sale of all or part of the Property,
and to the best of Seller's knowledge, there are no such violations.
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(l) That, to the best of Seller's knowledge, except as set forth
in the Development Agreement, no written or verbal commitments have been made to
any governmental authority, utility company, school board, church or other
religious body, or any homeowners association, or to any other organization,
group, or individual, relating to the Property which would impose an obligation
upon Buyer or their successors or assigns to make any contribution or
dedications of money or land or to construct, install, or maintain any
improvements of a public or private nature on or off the Property.
(m) That Seller has received no notice of intended public
improvements which will result in any charge being levied or assessed against or
in the creation of any lien upon the Property or any portion thereof, except as
shown on the Title Report.
(n) That Seller is not the subject of any pending bankruptcy
proceedings.
(o) That Buyer is the sole contract purchaser of the Property
including all surface and mineral estates and until Buyer acquires all the
Property under this Agreement, or until the other termination of this Agreement,
Seller will not transfer, assign, convey, encumber, or alienate in any manner or
way, all or any portion of the Property.
(p) That no material encroachments on or from the Property or on
or from an easement, right-of-way or roadway exist.
(q) That Seller has good, indefeasible and marketable title to
the Property, and that Seller shall deliver title to the Property to Buyer at
the Close of Escrow subject only to the exceptions described in the Title Report
and approved or deemed approved by Buyer pursuant to Section 4 hereof.
(r) That all utilities, including but not limited to, water,
sanitary sewer, electricity, gas, telephone are available to the boundary line
of the Property and are available to Buyer in sufficient capacity.
(s) That the person signing below on behalf of Seller represents
that he is duly authorized to execute this Agreement and to bind Seller. Seller
further represents that it has capacity to enter into this Agreement.
(t) That, to the best of Seller's knowledge, there are no
adverse or other parties in possession of the Property, or any part thereof.
(u) That there are no encroachments of improvements onto the
Property, nor do any improvements on the Property encroach onto any adjoining
property.
(v) That, to the best of Seller's knowledge, no defect or
condition of the Property or soil exists that may adversely affect Buyer's
proposed development of the Property, unless disclosed to Buyer in this
Agreement or in writing.
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(w) That, to the best of Seller's knowledge, all information
furnished to Buyer by or on behalf of Seller prior to the execution hereof or
pursuant to the provisions of this Agreement is true and correct in all material
respects and fairly and accurately reflects the condition or statement of facts
reported to be described or represented thereby.
(x) That there are no restrictions on entrance to or exit from
the Property from the adjacent public streets.
(y) That Seller has received no notice of, and to the best of
Seller's knowledge, there is no existing, proposed or contemplated plan to
modify or realign any existing street or highway or any existing, proposed or
contemplated eminent domain proceeding that would result in the taking of all or
any part of the Property or that would adversely affect Buyer's proposed
development of the Property.
(z) That none of the representations or warranties made by
Seller contain any inaccurate, misleading or untrue statements of a material
fact or omit any material fact, the omission of which could be misleading.
Each of the warranties and representations contained in this Section and
otherwise set forth in this Agreement shall be deemed made as of the date of
this Agreement and again as of the date of Closing. Seller's representations
and warranties set forth in this Section shall be continuing and are deemed to
be material to Buyer's execution of this Agreement and Buyer's performance of
its obligations hereunder. All such representations and warranties shall be
true and correct on and as of each Closing date with the same force and effect
as if made at that time, and all of such representations and warranties shall
survive the Closing Date or any cancellation or termination of this Agreement,
and shall not be affected by any investigation, verification or approval by any
party hereto or by anyone on behalf of any party hereto. Seller agrees to
indemnify and hold Buyer harmless for, from, and against any loss, costs,
damages, expenses, obligations and attorneys' fees incurred should an assertion,
claim, demand, action or cause of action be instituted, made or taken, which is
contrary to or inconsistent with the representations or warranties contained
herein.
11. BUYER'S EXCHANGE PROVISION. Certain parties constituting Buyer may
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wish to acquire the Property in 1031 and/or 1033 tax-deferred exchanges. Seller
agrees to cooperate in all respects in affecting such exchange or exchanges,
with the understanding that such cooperation shall not require Seller to expend
any funds or subject itself to any additional liability.
12. RIGHT OF ENTRY TO PROPERTY. During the term of this Agreement,
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Buyer (which term, for purposes of this Section 12, shall include Buyer and its
employees, agents, architects, engineers and independent contractors) shall have
the right to enter on the Property, for the purpose of conducting Buyer's due
diligence investigations. Buyer agrees to indemnify and hold Seller harmless
from and against any and all costs, expenses, losses, attorneys' fees,
liabilities (including, but not limited to, claims or mechanic's liens) incurred
or sustained by Seller or imposed on the Property, as a result of Buyer's entry
or acts. Buyer shall further indemnify and
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hold Seller harmless from and against any and all costs, expenses, losses and
attorneys' fees incurred or sustained by Seller as a result of personal injury
or death, property damage, or claims of any nature, arising from, in connection
with, or as a result of, Buyer's entry onto or activities on the Property.
13. MORATORIUM/RISK OF LOSS. If for any reason there is, prior to Close
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of Escrow, a moratorium or any other action on the part of the governing
municipalities and/or utilities which will not allow for the continued and
uninterrupted development of the property, then at Buyer's election the Close of
Escrow will be automatically extended for the duration of such moratorium, but
not to exceed one (1) year. If the Property is damaged by an event of damage or
destruction, or if the legal status of the Property shall be materially impaired
by condemnation or otherwise, prior to the Close of Escrow, Buyer may elect (a)
to terminate this Agreement, in which event any funds deposited by Buyer shall
be refunded to Buyer and neither party hereto shall thereafter have any
obligation or liability hereunder, or (b) to close escrow, in which event Seller
shall assign any available insurance and/or condemnation proceeds to Buyer.
14. INDEMNITY. Seller hereby agrees to indemnify, protect, defend and
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hold Buyer and the Property harmless from and against any damage, loss, claim,
liability, cost or expense of any kind whatsoever (including, without
limitation, reasonable attorney's fees, court costs and fees of expert
witnesses) arising from or in connection with any breach of any of the
representations and warranties of Seller contained in this Agreement. Such
representations and warranties of Seller are true and correct on and as of the
date of this Agreement and shall be true and correct on and as of the date of
Closing, and shall survive Closing, without the necessity of a separate written
certificate regarding the same.
15. SUCCESSORS AND ASSIGNS. Seller and Buyer agree that the terms and
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conditions of the Agreement shall be binding upon their respective heirs,
devisees, legatees, successors, and/or assignees.
16. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT. At or before the Close
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of Escrow, Seller shall execute and deposit in escrow an appropriate FIRPTA
certificate, evidencing that Seller is not subject to the FIRPTA withholding
requirements.
17. COUNTERPARTS; FAX DOCUMENTS. This Agreement, and any escrow
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instructions, may be executed in one or more counterparts, each of which shall
be deemed an original, and such counterparts shall constitute one and the same
Agreement. Facsimile copies hereof, and facsimile signatures thereon, shall
have the same force, effect and legal status as originals thereof.
18. CALIFORNIA LAW. This Agreement, and the interpretation, validity,
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performance and effect hereof, shall be governed by the laws of California. If
any action at law or in equity, or any special proceeding, be instituted by
either party against the other to enforce this Agreement or any rights arising
hereunder, or in connection with the subject matter hereof, the prevailing party
shall be entitled to recover all costs of suit and reasonable attorneys' fees.
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19. ADDITIONAL DOCUMENTS. Before, at and after the Close of Escrow, the
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parties hereby agree to execute, acknowledge and deliver such additional
documents and instruments as may be reasonably necessary to carry out the full
intent and purpose of this Agreement.
20. DEFAULT. In the event that Buyer should fail to perform its
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obligations hereunder, Seller's sole remedy shall be claim against Buyer which
shall not exceed $5,000.00 as and for liquidated damages.
In the event Seller shall default under any of the terms and provisions of
this Agreement, Buyer shall have the right, but not the obligation, in addition
to any other rights or remedies which it may have at law or in equity, to
terminate Buyer's obligations under this Agreement and the Escrow created hereby
or, at Buyer's election, to pursue the remedy of specific performance, with a
reduction in the Purchase Price for any damages caused by Seller's default. In
the event of such termination by the Buyer: (a) Buyer shall be entitled to the
immediate refund of any funds deposited by Buyer into Escrow including all
interest earned thereon; and (b) Buyer may pursue any other rights or remedies
at law or in equity to obtain compensation for Seller's breach of this
Agreement. The termination of this Agreement by Buyer pursuant to its rights
under this Section shall not relieve Seller of its liability for breach of its
obligations hereunder but shall relieve Buyer of all of its obligations under
this Agreement from the date of such termination.
21. NOTICES. Any and all notices, demands, or other communications
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("Notice") required or desired to be given hereunder by either party shall be in
writing and shall be validly given or made to the other party, if served either
personally, or if deposited in the United States mail, certified or registered,
postage prepaid, return receipt requested, or if sent by telecopy transmittal
("fax"). If Notice be served personally, service shall be conclusively deemed
made at the time of such personal service. Any Notice given by mail shall be
conclusively deemed given forty-eight (48) hours after the deposit thereof in
the United States mail addressed to the party to whom such Notice is to be given
as herein under set forth. Any Notice sent by fax shall be deemed received upon
fax confirmation transmission to the intended party.
Any Notice sent to Buyer shall be addressed to:
c/o USA Commercial Real Estate Group
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxxx Xxxxxxx
Fax No.: (000) 000-0000
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With a simultaneous copy to:
Goold, Patterson, XxXxxx & Xxxxxxx
Attn: Xxxxxx X. XxXxxx
0000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Fax No.: (000) 000-0000
Any notice sent to Seller shall be addressed to:
Inco Homes Corporation
0000 X. Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxx Xxxxxx
Fax No.: (000) 000-0000
Either party may change its address for the purpose of receiving Notices as
herein provided by written Notice given in the manner aforesaid to the other
party.
22. TIME OF ESSENCE. Time is of the essence of this Agreement and each
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and every provision hereof.
23. BROKERS. USA Commercial Real Estate Group represents Buyer.Seller
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shall pay, at the Close of Escrow, a commission in the amount of $50,000 to USA
Commercial Real Estate Group and Xxx Xxxxxx, as co-broker. Other than the above
commission, Buyer and Seller hereby represent and warrant to each other that
they have not retained or dealt through any brokers, and that no real estate
sales or brokerage or like commission is or will be due from the other party in
connection with this transaction as a result of the act of the party so
warranting. Buyer and Seller each hereby agree to indemnify and hold the other
harmless from the claims of any broker, finder or middlemen retained by, or
claiming through, the indemnifying party.
24. MODIFICATION OR AMENDMENTS. No amendment, change or modification of
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this Agreement shall be valid unless in writing and signed by both parties
hereto.
25. ENTIRE AGREEMENT. This document shall constitute a firm and binding
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contract on the part of Buyer to buy and Seller to sell the Property. If any
provision of this Agreement conflicts with any provision of the escrow
instructions, this Agreement shall prevail. This Agreement shall constitute the
entire agreement between the parties pertaining to this transaction and shall
supersede any agreement (whether oral or written), memoranda or letters of
intent which may heretofore have been executed by the parties. Any and all prior
agreements, counteroffers, understandings, or representations are hereby
terminated and cancelled in their entirety and are of no further force or
effect.
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26. AUTHORITY OF SIGNATORS. By executing this Agreement, the parties
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who sign on behalf of Buyer and Seller, respectively, do hereby represent and
warrant to Buyer or Seller (as appropriate) that they are duly authorized to
execute and deliver this Agreement and to bind their principals hereto.
27. The parties agree that Buyer shall have the right to record a
memorandum of this purchase agreement, and Seller hereby agrees to execute, in
recordable form, a short form memorandum of this purchase agreement and deliver
the same to Buyer.
28. The parties acknowledge that Buyer may be performing its obligations
hereunder as part of a 1031 or 1033 exchange. Seller agrees to cooperate in such
exchange, provided such cooperation shall be at no cost to Seller.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year written below.
BUYER: SELLER:
MET PARTNERS, LLC, a Nevada limited INCO HOMES CORPORATION, a
liability company Delaware corporation
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxx X. Xxxxxx
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Xxxxxx Xxxxxxxxx, Manager Xxx X. Xxxxxx, President
PALOMINO PARTNERS LIMITED
PARTNERSHIP, a Nevada limited
partnership
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxx, President
of Nevada Skin and Cancer,
Xxxxxx Xxxxxxxxx, M.D. Chtd.,
its general partner
By: /s/ X.X Xxxxx
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X.X. Xxxxx , Trustee of the
Xxxxx 1984 Trust, dated 3/19/84
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx, Trustee of the
Xxxxx 1984 Trust, dated 3/19/84
[Buyer Signatures Continued]
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By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, Trustee of
the Xxxxxxx 1988 Trust
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Trustee of
the Xxxxxxx 1988 Trust
By: /s/ Xxxxxxx X.X. Xxxxx
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Xxxxxxx X.X. Xxxxx, Trustee
of the Xxxxxxx X.X. Xxxxx and
Xxxxxxxx X. Xxxxx Family Trust
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
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EXHIBIT "A"
PARCEL NO. A:
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LOTS 108, 112, 116, 119, 120, 122, 124, 125, 127, 129, AND 131 OF TRACT NO.
14793-3. IN XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX, XXXXX OF
CALIFORNIA, AS PER PLAT RECORDED IN BOOK 253 MAPS, PAGES 47 AND 48, INCLUSIVE,
RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUB-STANCES. GEOTHERMAL
STEAMS, BRINES AND MATERIALS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE
("MINERALS"), WHICH MAY BE FOUND ON, OR IN PLACE UNDER, OR IN MIGRATION IN OR
UNDER THE REAL PROPERTY WITHOUT RIGHT OF SURFACE ENTRY, TOGETHER WITH THE RIGHT
TO ENTER AND THE REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE FOR THE
FOLLOWING PURPOSES:
(1) TO TEST, AT ANY TIME, FOR THE PRESENCE OF SAID MINERALS ANYWHERE IN OR UNDER
SAID REAL PROPERTY BELOW THE DEPTH OF 500 FEET OF THE SURFACE:
(2) TO CONSTRUCT, MAINTAIN AND USE XXXXX, PUMPS, MINING SHAFTS AND DRILLING
EQUIPMENT UNDER SAID REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE, TO
EXCAVATE, TO DRILL FOR, TO PUMP OR TO MINE SAID MINERALS FROM THE REAL PROPERTY,
OR FROM ANY PROPERTY, ADJOINING OR OTHERWISE, WHERE GRANTOR, OR ITS ASSIGNS, HAS
OR MAY IN THE FUTURE HAVE RESERVED OR OTHERWISE ACQUIRED, OR OWNS RIGHTS TO ANY
MINERALS. AS RESERVED IN THE DEEDS FROM INCO DEVELOPMENT, A CALIFORNIA
CORPORATION, RECORDED SEPTEMBER 28, 1987, INSTRUMENT NO. 87-346427, OFFICIAL
RECORDS, AND RECORDED JANUARY 19, 1988, INSTRUMENT NO. 88-015977, OFFICIAL
RECORDS: AND TO INCO HOMES CORPORATION BY DEED RECORDED JANUARY 12, 1994,
INSTRUMENT NO. 94-014694, OFFICIAL RECORDS.
PARCEL NO. B
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LOTS 1, 2, 4, 6, AND 17 TO 23, INCLUSIVE, TRACT NO. 13990, IN THE CITY OF
VICTORVILLE, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT
RECORDED IN BOOK 228 OF MAPS, PAGES 76 THROUGH 84, INCLUSIVE, RECORDS OF SAID
COUNTY.
EXCEPTING THEREFROM ANY PORTION OF SAID XXX 0 XXXXX XXXXXX XXXXX XX. 00000-0, IN
XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX, XXXXX OF CALIFORNIA, AS PER
PLAT RECORDED IN BOOK 253 OF MAPS, PAGES 94 TO 96, INCLUSIVE, RECORDS OF SAID
COUNTY.
ALSO, EXCEPTING THEREFROM ANY PORTION OF SAID XXX 0 XXXXX XXXXXX XXXXX XX.
00000-0, IN XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX, XXXXX OF
CALIFORNIA, AS PER PLAT RECORDED IN BOOK 253 OF MAPS, PAGES 97 TO 100,
INCLUSIVE, RECORDS OF SAID COUNTY.
ALSO EXCEPTING THEREFROM THAT PORTION OF LOT 2 CONVEYED TO ADELANTO SCHOOL
DISTRICT BY CORPORATION GRANT DEED RECORDED JUNE 20, 1994, INSTRUMENT NO.
94-274846, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
THE NORTHERLY PORTION OF XXX 0 XX XXXXX XX. 00000, IN XXX XXXX XX XXXXXXXXXXX,
XXXXXX XX XXX XXXXXXXXXX, XXXXX OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 228
OF MAPS, PAGES 76 TO 84, INCLUSIVE, RECORDS OF SAID COUNTY, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER 1/4 CORNER OF SECTION 27, TOWNSHIP 5 NORTH, RANGE 5
WEST SAN BERNARDINO BASE AND MERIDIAN, BEING THE INTERSECTION OF XXXX XXXXX
AVENUE AND XXXX ROAD CENTER LINES, ALSO BEING THE TRUE POINT OF BEGINNING:
THENCE SOUTH 89 DEG. 38 DEGREES 50" EAST, A DISTANCE OF 771.09 FEET: THENCE
SOUTH 00 DEG. 21 DEGREES 10" WEST, A DISTANCE OF 32.00 FEET: THENCE SOUTH 00
DEG. 14 DEGREES 43" WEST, A DISTANCE OF 597.95 FEET: THENCE NORTH 89 DEG. 38
DEGREES 50" WEST, A DISTANCE OF 728.28: THENCE NORTH 89 DEG. 49 DEGREES 23"
WEST, A DISTANCE OF 42.00 FEET: THENCE NORTH 00 DEG. 10 DEGREES 37" EAST, A
DISTANCE OF 630.08 ALONG THE CENTERLINE OF SAID XXXX XXXXX AVENUE FEET TO THE
POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, GEOTHERMAL
STEAMS, BRINES AND MINERALS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE
("MINERALS"), WHICH MAY BE FOUND ON, OR IN PLACE UNDER, OR IN MIGRATION IN OR
UNDER THE REAL PROPERTY WITHOUT RIGHT OF SURFACE ENTRY, TOGETHER WITH THE RIGHT
TO ENTER AND USE THE REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE FOR
THE FOLLOWING PURPOSES:
(1) TO TEST, AT ANY TIME, FOR THE PRESENCE OF SAID MINERALS ANYWHERE IN OR UNDER
SAID REAL PROPERTY BELOW THE DEPTH OF 500 FEET OF THE SURFACE.
(2) TO CONSTRUCT, MAINTAIN AND USE XXXXX, PUMPS, MINING SHAFTS AND DRILLING
EQUIPMENT UNDER SAID REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE, TO
EXCAVATE, TO DRILL FOR, TO PUMP, OR TO MINE SAID MINERALS FROM THE REAL
PROPERTY, OR FROM ANY PROPERTY, ADJOINING OR OTHERWISE, WHERE GRANTOR, OR ITS
ASSIGNS, HAS OR MAY IN THE FUTURE HAVE RESERVED OR OTHERWISE ACQUIRED, OR OWNS
RIGHTS TO ANY MINERALS.
GRANTEE OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO USE OR PENETRATE THE SURFACE
OF, OR ENTER UPON, THE REAL PROPERTY IN EXERCISE OF ITS OWN RIGHTS HEREUNDER,
FURTHER, GRANTEE OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO REMOVE OR EXTRICATE
MINERALS WITHIN 500 FEET OF THE SURFACE OF SAID REAL PROPERTY, AS SAID MINERAL
RIGHTS WERE GRANTED TO INCO DEVELOPMENT, A CALIFORNIA CORPORATION, BY DEEDS
RECORDED SEPTEMBER 28, 1987, INSTRUMENT NO. 87-346427, OFFICIAL RECORDS, AND
JANUARY 19, 1988, INSTRUMENT NO. 88-015977, OFFICIAL RECORDS AND TO INCO HOMES
CORPORATION, A DELAWARE CORPORATION BY DEED RECORDED JANUARY 12, 1994,
INSTRUMENT NO. 94-01494, OFFICIAL RECORDS.
PARCEL NO. C
------------
XXX 00, XXXXX XX. 00000, IN XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX,
XXXXX OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 223 OF MAPS, PAGES 76 TO 34.
INCLUSIVE, RECORDS OF SAID COUNTY: AND CERTIFICATE OF CORRECTION RECORDED
JANUARY 17, 1990, INSTRUMENT NO. 90-020927, OFFICIAL RECORDS.
EXCEPTING THEREFROM THOSE SECTIONS LYING WITHIN THE BOUNDARIES OF TRACT NO.
14062-2, IN THE CITY OF VICTORVILLE, COUNTY OF SAN BERNARDINO , STATE OF
CALIFORNIA, AS PER PLAT RECORDED IN BOOK 242 OF MAPS, PAGES 10 AND 11, RECORDS
OF SAID COUNTY.
ALSO EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN THE BOUNDARIES OF TRACT NO.
14062-1, IN XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX, XXXXX OF
CALIFORNIA. AS PER FLAT RECORDED IN BOOK 229 OF MAPS, PAGES 8 THROUGH 16,
INCLUSIVE, RECORDS OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ANY PORTION LYING WITHIN THE BOUNDARIES OF TRACT
NO.14062-3, IN XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX, XXXXX OF
CALIFORNIA. AS PER FLAT RECORDED IN BOOK 239 OF MAPS, PAGES 46 TO 49, INCLUSIVE,
RECORDS OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ANY PORTION LYING WITHIN THE BOUNDARIES OF TRACT
NO.14062-6, IN XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX. XXXXX OF
CALIFORNIA. AS PER FLAT RECORDED IN BOOK 240 OF MAPS, PAGES 63 AND 64, RECORDS
OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ANY PORTION LYING WITHIN THE BOUNDARIES OF TRACT
NO.14062-4, IN XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX XXXXXXXXXX, XXXXX OF
CALIFORNIA. AS PER FLAT RECORDED IN BOOK 246 OF MAPS, PAGES 34 AND 35, RECORDS
OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, GEOTHERMAL
STEAMS, BRINES AND MINERALS (HEREINAFTER COLLECTIVELY REFERRED TO AS
"MINERALS"), WHICH MAY BE FOUND ON, OR IN PLACE UNDER, OR IN MIGRATION IN OR
UNDER THE REAL PROPERTY WITHOUT RIGHT OF SURFACE ENTRY. TOGETHER WITH THE RIGHT
TO ENTER AND USE THE REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE FOR
THE FOLLOWING PURPOSES:
(1) TO TEST, AT ANY TIME FOR THE PRESENCE OF SAID MINERALS ANY WHERE IN OR UNDER
SAID REAL PROPERTY BELOW THE DEPTH OF 300 FEET OF THE SURFACE:
(2) TO CONSTRUCT, MAINTAIN AND USE XXXXX, PUMPS, MINING SHAFTS AND DRILLING
EQUIPMENT UNDER SAID REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE. TO
EXCAVATE, TO DRILL FOR, TO PUMP, OR TO MINE SAID MINERALS FROM THE REAL
PROPERTY, OR FROM ANY PROPERTY, ADJOINING OR OTHERWISE, WHERE GRANTOR, OR ITS
ASSIGNS, HAS OR MAY IN THE FUTURE HAVE RESERVED OR OTHERWISE ACQUIRED, OR OWNS
RIGHTS TO ANY MATERIALS.
GRANTEE OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO USE OR PENETRATE THE SURFACE
OF, OR ENTER UPON, THE REAL PROPERTY IN EXERCISE OF ITS RIGHTS HEREUNDER;
FURTHER, GRANTEE OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO REMOVE OR EXTRICATE
MINERALS WITHIN 500 FEET OF THE SURFACE OF SAID REAL PROPERTY. AS SAID MINERAL
RIGHTS WERE GRANTED TO INCO DEVELOPMENT, A CALIFORNIA CORPORATION, BY DEEDS
RECORDED SEPTEMBER 28, 1987, INSTRUMENT NO. 87-346427, OFFICIAL RECORDS, AND
JANUARY 19, 1988, INSTRUMENT NO.88-015977, OFFICIAL RECORDS AND TO INCO HOMES
CORPORATION, A DELAWARE CORPORATION BY DEED RECORDED JANUARY 12, 1994,
INSTRUMENT NO. 94-014694, OFFICIAL RECORDS.
PARCEL NO. D
------------
XXXX 0 XXX 00, XXXXX XX. 00000-0, XX XXX XXXX XX XXXXXXXXXXX, XXXXXX XX XXX
XXXXXXXXXX, XXXXX OF CALIFORNIA. AS PER PLAT RECORDED IN BOOK 253 OF MAPS, PAGES
94 TO 96, INCLUSIVE, RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, GEOTHERMAL
STEAMS, BRINES AND MINERALS (HEREINAFTER COLLECTIVELLY REFERRED TO AS THE
"MINERALS"), WHICH MAY BE FOUND ON, OR IN PLACE UNDER, OR IN MIGRATION IN OR
UNDER THE REAL PROPERTY WITHOUT RIGHT OF SURFACE ENTRY, TOGETHER WITH THE RIGHT
TO ENTER AND USE THE REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE FOR
THE FOLLOWING PURPOSES:
(1) TO TEST, AT ANY TIME, FOR THE PRESENCE OF SAID MINERALS ANYWHERE IN OR UNDER
SAID REAL PROPERTY BELOW THE DEPTH OF 500 FEET OF THE SURFACE:
(2) TO CONSTRUCT, MAINTAIN AND USE XXXXX, PUMPS, MINING SHAFTS AND DRILLING
EQUIPMENT UNDER SAID REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE. TO
EXCAVATE, TO DRILL FOR, TO PUMP, OR TO MINE SAID MINERALS FROM THE REAL
PROPERTY, OR FROM ANY PROPERTY, ADJOINING OR OTHERWISE, WHERE GRANTOR, OR ITS
ASSIGNS, HAS OR MAY IN THE FUTURE HAVE RESERVED OR OTHERWISE ACQUIRED, OR OWNS
RIGHTS TO ANY MINERALS.
GRANTEE OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO USE OR PENETRATE THE SURFACE
OF, OR ENTER UPON, THE REAL PROPERTY IN EXERCISE OF ITS RIGHTS HEREUNDER;
FURTHER, GRANTOR OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO REMOVE OR EXTRICATE
MINERALS WITHIN 500 FEET OF THE SURFACE OF SAID REAL PROPERTY, AS SAID MINERAL
RIGHTS WERE GRANTED TO INCO DEVELOPMENT, A CALIFORNIA CORPORATION, BY DEEDS
RECORDED SEPTEMBER 28, 1987, INSTRUMENT NO.87-36427, OFFICIAL RECORDS, AND IN
JANUARY 19, 1988 INSTRUMENT NO.33-015977, OFFICIAL RECORDS AND TO INCO HOMES
CORPORATION, A DELAWARE CORPORATION BY DEED RECORDED JANUARY 12, 1994,
INSTRUMENT N0.94-014694, OFFICIAL RECORDS.
PARCEL NO. E
------------
LOTS 23 TO 42, INCLUSIVE, TRACT NO.14636-2, IN XXX XXXX XX XXXXXXXXXXX, XXXXXX
XX XXX XXXXXXXXXX, XXXXX OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 253 OF
MAPS. PAGES 97 TO 100, INCLUSIVE, RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, GEOTHERMAL
STEAMS, BRINES AND MINERALS (HEREINAFTER COLLECTIVELLY REFERRED TO AS THE
"MINERALS"), WHICH MAY BE FOUND ON, OR IN PLACE UNDER, OR IN MIGRATION IN OR
UNDER THE REAL PROPERTY WITHOUT RIGHT OF SURFACE ENTRY, TOGETHER WITH THE RIGHT
TO ENTER AND USE THE REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE FOR
THE FOLLOWING PURPOSES:
(1) TO TEST, AT ANY TIME, FOR THE PRESENCE OF SAID MINERALS ANYWHERE IN OR UNDER
SAID REAL PROPERTY BELOW THE DEPTH OF 500 FEET OF THE SURFACE:
(2) TO CONSTRUCT, MAINTAIN AND USE XXXXX, PUMPS, MINING SHAFTS AND DRILLING
EQUIPMENT UNDER SAID REAL PROPERTY BELOW A DEPTH OF 500 FEET OF THE SURFACE. TO
EXCAVATE, TO DRILL FOR, TO PUMP, OR TO MINE SAID MINERALS FROM THE REAL
PROPERTY, OR FROM ANY PROPERTY, ADJOINING OR OTHERWISE. WHERE GRANTOR, OR ITS
ASSIGNS, HAS OR MAY IN THE FUTURE HAVE RESERVED OR OTHERWISE ACQUIRED, OR OWNS
RIGHTS TO ANY MINERALS.
GRANTEE OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO USE OR PENETRATE THE SURFACE
OF, OR ENTER UPON, THE REAL PROPERTY IN EXERCISE OF ITS RIGHTS HEREUNDER:
FURTHER, GRANTEE OR ITS ASSIGNS SHALL NOT HAVE THE RIGHT TO REMOVE OR EXTRICATE
MINERALS WITHIN 500 FEET OF THE SURFACE OF SAID REAL PROPERTY, AS SAID MINERAL
RIGHTS WERE GRANTED TO INCO DEVELOPMENT. A CALIFORNIA CORPORATION, BY DEEDS
RECORDED SEPTEMBER 28,1987, INSTRUMENT NO. 87-346427 OFFICIAL RECORDS, AND
JANUARY 19, 1988, A DELAWARE CORPORATION BY DEED RECORDED JANUARY 12,1994,
INSTRUMENT N0. 94-014694 OFFICIAL RECORDS.
PARCEL NO. F
------------
XXXX 000, 000, 000, 000 XXX 000 XX XXXXX XX. 00000-0, XX THE CITY OF
VICTORVILLE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA , AS PER PLAT
RECORDED IN BOOK 229 OF MAPS, PAGES 8 THROUGH 16, INCLUSIVE, RECORDS OF SAID
COUNTY.
PARCEL NO. G
------------
PARCEL 2 AS SHOWN ON PARCEL MAP 143, PAGES 77-79, IN THE OFFICE OF THE COUNTY
RECORDED, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
