HillsDA Redo2nd Amendment AllNotes

8/13/2019 HillsDA Redo2nd Amendment AllNotes

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INDIO CITY COUNCILAGENDA REPORTJune 20, 2007

TO lenn Southard, City ManagerFROM: tephen Copenhaver, Community Development DirectorDATE une 20, 2007

SUBJECT: Continued Public Hearing Second Amendment to DevelopmentAgreement 96-8-10 and Assignment and Assumption to Indio LandVentures, LLC (Continued from May 16, 2007 and June 6, 2007)

SUMMARYSunCal Companies, the master developer of the Terra Lago development projectwhich is currently under construction is requesting that the City Council approve anannexation of the second phase of the development into the existing DevelopmentAgreement. In addition to the annexation, SunCal Companies is requesting approvalof minor revisions to the Agreement to facilitate the annexation and to allow for anassumption and assignment of the DA to Indio Land Ventures, LLC.The land owned by SunCal which is covered by this Second Amendment is roughly428 acres and is generally located east of Golf Center Parkway, north of Avenue 44,south of the Coachella Valley Water District Flood Control Dike, and west of Dillonroad.STAFF RECOMMENDATIONThat the Council:

Consent to the Assignment and Assumption of Development Agreement from LBGolf, LLC to Indio Land Ventures, LLC; and2 Adopt the attached Ordinance approving the Second Amendment toDevelopment Agreement 96-8-10, based on Findings of Fact (waive reading oftext and adopt as first reading by title only).ANALYSISThe amendment was most recently continued from the June 6, 2007 meeting to allowstaff time to revise the proposed Development Agreement and ordinance adoptingthe Second Amendment to the Development Agreement. The proposed amendmentwill allow SunCal Companies, the Master Developer, of the Terra Lago Eastdevelopment to annex the second phase of the development into the DevelopmentAgreement which it had failed to do at the time it processed the Terra Lago East

For Agenda ITEM NO. 6

hat is because

e 2005

tempt failed.

owever the

ty collected

mpact fees.

or revisions

y added

5 Homes

831 homes.

ncal did

t own a single

operty in Area 1

ncal did not

n have an

ignment

en the CFD 2004-3

s funded.

ave witness

o will say

t corners

re cut.

rra Lago East ("Area 2") approval was based on 2nd amendment. It appears this slight of hand is why area 1 was annexed.


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Second Amendment to Development Agreement 96-8-10, Assignment ThereofCITY COUNCIL — June 20 2007PAGE 2

project through the City. If approved, this amendment will extend the approval periodof vesting tentative tract maps from five years, as provided by state law and the IndioCode of Ordinances, to the fifteen year term initially approved for the DevelopmentAgreement. Therefore, any tentative tract map within the Terra Lago East areawould be valid until January 12, 2012, unless the City Council extends theDevelopment Agreement.The proposed Development Agreement and Ordinance have also been revised toinclude a provision for the limitation of Development Impact Fees to ratify anagreement previously approved by the City Council on May 18, 2005 in conjunctionwith the eventual approval of Community Facilities District 2004-3. Therefore, theproposed second amendment formalizes a previously approved fee limitation for theTerra Logo East development. The City will continue to receive fees per the previousagreement.Four other minor clarifications proposed for the DA are described below.A) Page 3, Recitals, Paragraph Two. The last sentence of Paragraph Two is herebydeleted and replaced with the following: Developer desires to develop on the Site two18 hole golf courses with appurtenant facilities, a 455 room vacation club, 1484single-family residences, a water treatment facility, pedestrian pathways, and apotential recreation center on 770.73 acres." This proposed change to the DA isintended to acknowledge the previously approved land uses of the Terra Lago Eastproject i.e. golf course, vacation club, etc.B) Page 8, Section 4.1 (Development of the Site — Entitlement Applications for theProject), Paragraph Two. The second sentence of Paragraph Two is hereby deletedand replaced with the following: "Subsequent phases may include a 455 roomvacation club, 1484 single-family residences, a water treatment facility, pedestrianpathways, and a potential recreation center." This proposed change to the DA isalso intended to acknowledge the previously approved land uses of the Terra LagoEast project i.e. golf course, vacation club, etc.C) Page 10, Section 5.3 (Project Approval — Exhibits), Paragraph One. Section 5.3 ishereby deleted in its entirety and replaced with the following: "The following exhibitsare attached to the Second Amendment and are incorporated into the DevelopmentAgreement by reference herein:Exhibit escriptionExhibit A egal DescriptionExhibit B xhibit Depicting Parcels to be AnnexedTo the extent that these exhibits to this Second Amendment conflict or areinconsistent with, in whole or in part, exhibits or other provisions of the Agreement orthe First Amendment, these exhibits, as part and parcel of this Second Amendment,shall supersede such prior exhibits or provisions. This change to the DA will providea new legal description of the properties that will be included within the DA as well asproviding an exhibit delineating the subject properties.D) Page 19, Section 14.0 (Notices), Paragraph One. This Section is modified toinclude the corrected names and addresses of the "owner" and "developer".

So how does that now change for K-Hov the developer for Area 2.


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Second Amendment to Development Agreement 96-8-10, Assignment ThereofCITY COUNCIL — June 20 2007

PAGE 3The Assignment and Assumption will provide a change in the assignee of the landsincluded in the Development Agreement from LB Hills Golf, LLC to Indio LandVentures, LLC. Per the provisions of the original DA, if the City Council is of theopinion that Indio Land Ventures, LLC has the financial capability to complete theproject, then the City Council should approve the assignment and assumption. Staffis of the opinion that Indio Land Ventures, LLC does have the financial capability tocomplete the development of the site.ENVIRONMENTAL ASSESSMENTNeither the proposal to add properties to the Development Agreement, nor theratified fee limitation will modify existing land use designations or developmentregulations. There will be no impact upon the environment beyond those analyzed atthe time of the original approval. Therefore, staff is of the opinion that pursuant toCEQA, more specifically California Administrative Code Title 14, Section 15168(c)(2). that the Council's past CEQA findings were correct and that the Amendmentrequires no new environmental analysis.PLANNING COMMISSION RECOMMENDATIONThis item was initially heard by the Planning Commission at its March 28, 2207 andwas continued to April 11, 2007 meeting. Questions raised by the PlanningCommission regarding this amendment included a clarification on what developmentwas included in the time share portion of the site, what water treatment facility wasincluded in the development and what was addressed in the Riverside CountyRecording Document 399083. It was explained to the Planning Commission that thetime share project included in the site is the Trend West (Worldmark) vacation club,the water treatment facility is a water booster that the developer constructed, and theCounty Recording Document in question was a previous Assignment andAssumption of the original Development Agreement.The Planning Commission subsequently voted 5-0 to recommend approval of theamendment and took no action on the Assignment and Assumption as that is an itemsubject to the sole discretion of the City Council.PUBLIC NOTICEA Notice of Public Hearing was published in the Desert Sun newspaper on May 3,2007. Notices of the public hearing have been sent to all property owners within 300feet on May 1, 2007.LEGAL REVIEWThe City Attorney prepared the Amendment and Assignment.ALTERNATIVES

1. That the Council deny approval of the amendment and the assignment andassumption based upon a finding that the Indio Land Ventures, LLC does nothave the financial capability to carry out the development.

ow.

oster Station

if Area 1

oney was used

s illegal use.t what else is

w.


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Second Amendment to Development Agreement 96-8-10, Assignment ThereofCITY COUNCIL — June 20 2007PAGE 4

Submitted by:

Stephen CopenhaverCommunity Development Director

Prepared by: ~Steve WalkerPrincipal Planner

List of Attachments:A. Development Agreement 96-10-8B. First Amendment to Development AgreementC. Second Amendment to Development AgreementD. OrdinanceE. Assignment and Assumption of Development Agreement to Indio Land Ventures,LLCF. March 28, 2007 and April 11, 2007 Planning Commission MinutesG. April 11, 2007 Planning Commission Staff Report (without attachments)


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ATTACHMENT ADevelopment Agreement 96-8-10


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..Qt if ,sT.i11D BY;kA 1`0:

Certified to be a true and correctcopy of DEVELOPMENT AGREEMENTRecorded EPTEMBER 18, 1998

7 -t.ho

:n.Ho`.m ',in CA 9 - .).? ( . 1 1

As Instrument No 399082of Official Records of RivERsi- D ECounty, California .7Elyly

FIDELITY NATIONAL TITLE CO.

(Above Space for Recorder's Use Only)

DEVELOPMENT AGREEMENT

THIS DEVELOPMENT AGREEMENT ("Agreement") is made and enteredinto this day of , 1996, by and between the CITY OF INDIO, a

alifornia municipal corporation ("City"), PAUL AMES, trustee ("Owner"), andkNDMARK GOLF COMPANY, an Arizona Corporation ("Developer") and is

,ade with reference to the following background facts and circumstances:TABLE OF CONTENTS

3section 1.0 Binding Effect of AgreementSection 1.1 Relationship of the Parties 6'E-lection 2.0 TermsSec.tion 2.1 Effective Date 7Section 2.2 Term of AgreementSection 2.3 Approval of Tentative, Final or Parcel MapsSection 3.0 Description of Real Property3coti on 4.0 Development of Site 8Se.'tion 4.1 Erititloment Appl ications for the Project 8

1.1111s G olf Pesort Draft Development Agreement, 9/S/98, 11:52 AM


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n 4.2 Proit -,,r Developmentct- rir 4.; Pertnittec117,:csct- )1-1 ontariencet neitt. of Construction Activitieset -in 5.0 Pro; itet Al jmval 0

*. Ct. 5.1 Dtiraty of intensityof Use 0i In erm or Approvals 0

S k ,..0. on 5.3 Exhibits 1Sectr,,in 5.4 Water 1Sect-on 5.5 Off Site Improvements 1Seen on 6.0 Reservations and Dedications 2Sect on 7.0 Processing of Applications and Permits 2Sec ion 8.0 Building Permits 3Secion 9.0 Design Review 3Section 9.1 Easements 3Sec ion 9.2 Assignment 4Secdon 9.3 Periodic Review of Compliance 4Seci.on 9.4 Amendment or Cancellation 5Section 9.4.1 Insubstantial Deviation 5Section 9.4.2 Annexation of Adjacent Properties 5Section 10.0 Vesting of Property Rights 5

E,1c.:{. lion 10.1 General Statement. 6Seittion 10.2 Existing Rules to Govern 6Set.ttion 10.3 Exclusions for "Existing Project Regulations" 16Seetion 10.3.1 Building Codes 7Section 10.3.2 Procedural Rules 7Se..t.tion 11.0 Succession of Agreement by Changes in State or Federal Law 7

..tion 11.1 Written Notice 7St tttion 11.2 Promptly Meet and Confer 17Seetion 12.0 Indemnification During Construction 8Section 13.0 Enforced Delay and Extension of Times of Perforniance 8S, c.tion 14.0 Notices 9S t ,2,Lion 14.1 Breaches and Remedies 0S tc.tion 14.2 Reference 1S tcoon 14.3 Voluntary Arbitraticin 1S..tctt on 15.0 Entire Agreement 3

-ction 16.0 Severability 3-et ion 17.0 Attorney's Fees 3-:.'ction 18.0 Counterparts.:tC7ion 19.0 Acceptance of Agreement by Cityection 20.0 Estoppel Cerrificat-e.cli n 21.0 Encurahrances on Real Property 4

..ecticn 21.1 Discretton to Encumber 25ec'Thn 21.2 'N'Iortgat,..;e Protection 5teetion 21.3, Nlorttee Not Obligated 5

-)47474

h. ' i 5 '2veloprnott /13/97, 11:11 AM 2 ..


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of Defaultti•122.0 Fnk. 1 c.emen, Costs

n 23.0 Coinatunity Facilities - Public Safety

262626

n ;,..3.2 Limitations 27:- -erti( • n 174.2.1 N ew D evelopment 27

tywicle 77-.;ecti(,n 23.2.3 Uniformity 27:::-:.ecti( in 23.6 Utilization of Funds 27Section 24.0 Community Facilities - Parks and Recreation Fees 27.'",ectiLin 25_0 Plan Check Fees 27

RECITALSWhereas, California Government Code Section 65864, et seq., provides that the

legi-lative. body of a city may enter into a develdpment agreement for the development ofreal property in order to vest certain rights in the Owner and Developer and to meet

certain public purposes of the local government. Pursuant to California government CodeSecLion 65865, City has adopted a development agreement resolution establishingprc.::.eclures and requirements for the approval of development agreements.

Whereas, City desires to enter into this Agreement with Owner and 'Developer into facilitate the development of certain property (the "Site"), the legal description of

\v1,ich is fully described in Exhibit "A" and shown on the site plan in The Hills SpecificPI Al (SP 96-8-7), a copy of which is shown on Exhibit "B", both attached hereto.

Nelop2.r desires to develop on the Site two 18 hole golf courses with appurtenanta 400 room resort hotel (18 acres) and 500 unit residential development (45.5

all in accordance with The Hills Specific Plan (the "Project").

.'he ;;;1 Resort Th- aft Dc1,•el:Tment Agreement, 1/13197, 11:11 AM •-


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,eht rckr to reduce or eliminate uncertainties to such development over which

ty h .s control; andtercas, City, by electing to enter into contractual agreements, acknowledges that

-,ations of City urvive beyond the terms of the present City Counciliieinhers of City, that such action will serve to bind City and future Councils to the•blic.i;..itions previously agreed to, and this Agreement shall limit the future exercise of

governmental and proprietary powers of City. By approving this Agreement, theCity`? City Council has elected to exercise certain governmental powers at the time of

Iittu Ing into this Agreement rather than deferring its actions to some undetermined futurelate The terms of conditions of this Agreement have undergone extensive review byCity and its Council and have been found to be fair, just and reasonable, and City hascon .luded that the pursuit of the Project will serve the best interests of its citizens and thepubic health, safety and welfare will be best served by entering .into this obligation. Citya,;;I•owicciges that Owner and Developer would not consider or engage in the Project

icyut the assurances of development entitlements which this Agreement is designed topr( vide; and

Whereas, this Agreement will promote and encourage the development of the Site by

vi;ling Owner, Developer and their creditors with a greater degree of certainty ofl.'veloper's ability to expeditiously and economically complete the development effort,ai he parties armee that the consideration to be received by City pursuant to thisf'• .2,rc•Cin ,. nt he rights secured t,,) Developer thereunder constitute sufficient

, nsideration to support the covenants and agreements of City; Owner and Developer.

( i': Rv.so:t 7:raft Deviopfnent Agi ['NIIf:IIt, 1/13/97, 11:11 AM -


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. ing into „his Au,teement, City desires to vest in Owner and Developer certaint'i.evelcoment entitlements as specified in this Agreement.

N )W, THEREFORE, in consideration of the mutual covenants and agreementscontaiued. herein, and other good and valuable consideration, the receipt and sufficiencyf wh ch are hereby acknowledged, the parties do hereby agree as follows:

-1,ec.l.ion 1.0 Binding. Effect of Agreement. The Agreement pertains to the Site asdescribed in Exhibit "A". The burdens of the Agreement are binding upon, and thebent its of the Agreement inure to, all successors-in-interest of the parties to the:Are-.errient, and constitute covenants which run with the Site, and in order to providezont:nued notice thereof, this Agreement will be recorded by the parties. The word

ller as used herein shall include successor owners of the Site. The word •-Developer" as used herein shall include successor owners of the Site. Should the size ofthe Site be changed in minor respects by lot line adjustments, this Agreement shall notthe. •eby be deemed to have been affected or invalidated but the rights and obligations ofthe parties and their successors shall remain as provided herein.

Section 1.1 Relationship of the Parties. • It is hereby specifically understoodan..1 acknowledged that the Project is. a private project and that neither City, Qwner nor

eel per will be deemed to be the agent of the other for any purpoSe whatsoever. City,vncr and Developer hereby renounce the existence of any form of joint venture or

p..ttnership , etween them and agree that nothing contained herein or in any document

Golf Resort Praft Dcvelopm,2rit Agreement, 1 / 13/97,11:11 AM


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./..11..1 in cora, - ction herewith :;hall be construed as making City, Owner and

uer joint ventures or partners.St.ction 2.0 ells.

Section 2.1 Effective Date. The "Effective Date" of this Agreement is the dateshown on the signature page hereof.

Section 2.2 Term of Agreement. The term ("Term") of this Agreement 'isnfteen (15) years from the Effective Date, subject to earlier termination or extension as- i e . . i . eirafter provided. The development agreement may be extended in five (5) year:s ter ais, upon written request of the parties hereto, and after a public hearing. Suchexten;ions shall not be unreasonably withheld.

Section 2.3 Approval of Tentative. Final and Parcel Maps. Pursuant to Section:36452.6(a) of the California Government Code (a part of the 'Subdivision Map Act), the

given by the City for the approval of any aspect of a tentative, final or parcel mapprep :red with respect to the Site, shall be effective for a period equal to the period thisAgr. -ement remains in effect or as it may be extended. Notwithstanding that one or bothof tie parties believe that under applicable law, the provisions of this Agreement shall nottte Lifected by an injunction or moratorium, they nevertheless agree the time given by the

for he approval c f any such map, shall be extended for an additional period of timeq. d to the period of any injunction or moratoria affecting the issuance of grading,

L ding or any other permits or entitlements which are necessary to the development ofhe project or :i_ny snitAure to he constructed within the Project.

Section ..).0 Description of Real Propertv.

e -:'(ecort 0-nit rIcv2lopment Agreement, 1/13/97, 9:11


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'Le real pit.perty which is the subject of this development agreement is described in•.xliiltt A.

ection 4.0 Dovelonment of the Site.Section 4A Entitlement Applications for the Project.

- he City has conducted Environmental Review (EA 96-8-370) with reference to thespec. tic Plan and on November 13, 1996; adopted a Mitigated Negative Declarationwhich, by reference, shall be incorporated into this document.

the City has approved the Specific Plan, Project Master Plan, EnvironmentalAsst_ssment and Design Review relating to the development of the Site as an area to

in Phase I two 18 hole golf courses, a 20,000 sq.ft., club house and a 9,000 sq.ft.mai -iterianc;e pavilion. Subsequent phases may include a 400 room resort hotel complexand a 500 unit residential development. The Project shall be developed on the Site inacc )rclance with the provisions of the Specific Plan, Project Master Plan and Design

except for such changes which may be mutually agreed upon between DeveloperCity, after the appropriate review process. Developer will submit an application forapproval of a tentative tract map and design review for the resort hotel complex or the

e dential ccrx plex. within fifteen (15) years of the date of approval of this .Agreement.

o City will approve the subsequent Design Review applications ("DR") and tentativem or future phases of the project provided they substantially conform to thepr_:visions of the Specifc Plan and Project Master Plan. The City retains discretion with.

pct to she specific issues to the extent that the issues are not defined by the provisionsthe Specific Plan. The project shall be developed on the Site in accordance with the

i iils Go':f evciDpinc rtt AguLTItient,1 /13/ 97, 11:11 AM


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eci PIvIP , R, and tentative maps except for such changes as are mutually agreed•etween Developer and City.

Section 4.2 Procedures for Development. he Tentative Map may cover.tirety of the Project or there may be multiple Tentative Maps covering the Project.case, the Developer may phase its subdivision of the Project by applying for final

ubdi visions maps covering less than an entire Tentative Map or the entire Project.enthtive maps and/or Design Review applications will be reviewed by the Planning

Con,nission and must substantially confoll to the provisions hereof and to the SpecificPlan and the PMP and the DR. Final subdivision maps conforming to the approved:entative maps shall be approved by the City Engineer and the City Council.

Section 4.3 Permitted Uses. • The parties agree that the Developer shall retainthe :•ights to all the permitted land uses for the Site as •set forth in the Specific Plan,Proj•..•ct Master Plan and Design Review, including the following : i) recreational usesinc].iding golf, tennis and other related uses; ii) residential uses in areas so designated; iii)eon. tnercial uses in designated areas. Commercial uses shall include hotel and hotelrela:.ed commercial, and any such other commercial uses as proposed by Developer, andapp•oved try the Planning Commission and City Council of the City; iv) maximum

.lenrial de elopmeut on the property shall be limited to 500 residential units; v)iding height shall not exceed that required for a four story resort hotel. The maximum

for CE yone shall not apply.Section 4.4 Commencement of Construction Activities. The Developer shall

met: construction activities within 90 days of receipt of all applicable permits. The_1 Tr .lie pioject shall include he golf course, maintenance pavilion, the golf

ildls Golf ; ,,sort lc‘elopnieut Acgrcemc.ot, 1/ 1 3/57, 11:11 AM


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hairiers and fences and appurtenant structures and will be

irpbted within two years of betrinning golf course grading.tion 5.0 Project Approval. he following elements of the Project are hereby

:s ppm k dSection 5.1 Density or Intensity of Use. nder the. provisions of the

Specif- c Plan, the planning area containing the Site (Residential Planned Development -•) ha a dwelling unit allocation of 500 units. In accordance with the Specific Plan,linuse 1 dwelling units of the Site may be transferred to any other project withiniteside,ntial Planned Development 44 (RPD - 4), or as otherwise permitted by subsequent

hrient to the Indio General Plan 2020 by the City Council. In the case of a transferifom An open space easement satisfactory in form to City shall have been recorded on the

te .thereby the Site is permanently devoted to open space uses as defined in theSpec fie Plan, subject to the definitions and the allOwable exceptions as contained in theSpec do Plan. The parties agree that the maximum densities for the permitted uses of thesite hall he as specified in the Specific Plan and on land use maps which are a part of theapprt_ival process, except for such changes which may be mutually agreed upon betweenDev -loper and City.

Section 5.2 "I erns of Aunrovals. The _matters of density, permitted uses, the(4f such uses and all matters permitted under the Specific Plan shall be and remain

.2rinitied under the Project Master Plan (subject to the conditions stated therein) .the Term.

Section 5.3 Zxhibits. he following exhibits are attached to this Agreementtit n.:.orporated by re f:erenet herein:ft (;.)If P,-2sort t1; :sitt)::veloolnunt A.F;recinent 113197,11.11 “G


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bibit escription•hint A egal Description

1' i pecific Plan (November 13, 1996)L Thibit C roject Master Plan (November 13, 1996)

Section 5.4 ater. In order to develop the site as contemplated byprovisions of this agreement, developer may be required to construct water improvementsthat \--\ benefit not only the site but other properties within the area. If the City requires

at v\ztter mains within the project boundary be enlarged to provide capacity greater than..rquitred for The Hills that will benefit other properties, the City will reimburse the

t)eve'-oper for the increased cost resulting from the City's requirements. The City will. L i t nl - ttrf-te the Developer for all off site water main extensions either when adjacent

propt-rties develop and/or by receiving credits .toward water fees. Additional off sitetteimitursement items shall include reservoirs, booster stations, - domestic wells, etc. ifthese appurtenances are required by the City for this development.

Section 5.5 ff Site Improvements. In order to develop the Site as- ont:Triplated by the provisions of this Agreement, Developer may desire or may)the wise be required to construct public improvements that will benefit not only the Siteout o other properties within the area covered by the Specific Plan. It is the obligation: • ity that the Developer he reimbursed for off site improvement costs which are in

ts of on site requirements for the three approved phases of The Hills Project, asapp:-tyv-tA with conditions on November 13, 1996 in RPD-4. These costs shall include, all

P.ssocialt:d with the City's condemnation procedures including right-of-wayc ishion 00,-;ts, deit,nlengineering and construction. Further, the City shall assist

tlovtr with thc establishment of reim'nursement contracts and/or other such availableh rAf r- ;;Ft 021,:1(Tintnt ...grecnic.nt, I/13.97, II:11 AM


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, :chiiiisms to . lairly apportion the cost of required off site improvements. At the time:pcci c improvements are proposed, City and Developer shall enter into specific

huh irsemcnt ac2ree.rrients to accomplish such improvements. No draft Reimbursement.-. -2:ree:rierits are included as part of this Agreement.

. 6 0 Reservations and Dedications. It is hereby further understood and agreed that noations or dedications of land will be required by City during the Term except as set

*)rth n the conditions of approval of the Specific Plan, Project Master Plan and Design?..evic W.

0 Processing of Applications and Permits. City will accept and shall diligentlyproct ss all applications for pennits or other entitlements with respect to the Project andthe u e of the Site in accordance with this Agreement.

';.O Building Permits. Nothing set forth herein shall impair or interfere with the right-)f C:ty to require the processing of building permits as required by law relating to anyTee fic improvements proposed for the Project pursuant to the applicable provisions of

1 . 1 1 e 4 ity's Municipal Code which are in effect at the time such permits are applied for;pros ided, however, no itich permit process shall authorize or permit City to impose any

anther withhold approval to any proposed improvement the result of whichId be inconsistent with the Specific Plan, the Project Master Plan, Design Review or

ny Tentative Map or die provisions of this Agreement.Desi n Revicvi. Nothing set forth herein shall impair or interfere with the right

f ..ity o co:;cluet its Design Review of any specific improvements proposed for thert. Eect pursiint to t le. applicable provisions and procedures of the Specific. Plan;

11 li's Golf P,:sort ev,nprTILmt kgre,1nent, 1/13197, 11:11. AM 2


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howev.r, any such review must approve any improvement that is in accordance

,th he provisis of the. Specific Plan and the Project Master Plan.9.1 Easements. It may be that easements on property adjacent to the Site will

oe rY cluired in order for Developer to complete grading for the Developer improvements.City shall cooperate with Developer in efforts to obtain any required easements. Cityshah cooperate with Developer in connection with the abandonment of existing utility or,,the .. easements and facilities and the relocation thereof or creation of any new easementswithin the Site necessary or appropriate to the development of the Project and if any sucheast nent is owned by City, City shall, at the request of Developer, take such action as

be necessary to abandon existing easements and relocate them as may be necessaryor appropriate. Developer shall reimburse City for any legal or other-expense incurred. by

in City's performance under this paragraph.9.2 Assignment. Subject to the City's approval rights mentioned below, the

pai aes hereto acknowledge and agree that Developer may sell, lease or otherwise transferall or any portion of the Site to other individuals or entities for development. Suchptrehasers, assignees, transferees or leases of all or any portion of the Site are hereinco lectively referred to as `Assignee". Subject to the City's approval rights mentionedbe ow, Developer's rights and obligations under this Agreement may be sold or assigned,c,• [ler totally or partially, in conjunction with the transfer, sale, assignment or lease of allof part of the Site at any time during the Terri. Any Assignee of Developer's rights

...ler this areement shall execute and deliver to City an agreement in writing (on a formi.tsonahly acceptable to City) assuming Developer's obligations under this Agreement asey clate lo the rights being assigned by Developer to such Assignee. Upon any such

r s .:'sort .-1E.velopracnt .A.gr-enient., 1 / 1 3/97, 11:11 3 •


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sun ;)tion, the :ssignor shall be released from any and all rights and obligations underi F `greement, all of which shall pass to the Assignee. Except as provided below with

t to 1LTIsity and open space rights, any sale, lease, assignment or transfer to ans _ tee shall be subject to the City's prior written consent, which consent shall not be

;rrrea.-:onably withheld. In exercising its consent rights, City's sole concern shall be,,,hetLer any such Assignee has the financial capability to complete the Project. The;ransier of density and open space rights shall not require the prior consent of the City so

any such transfer conforms to provisions therefor contained in the Specific Plan.9.3 Periodic Review of Compliance. In accordance with Government Code

Se:cti)n 65865.1, the City's city council shall review this Agreement at least once each,..ale.t. .dar year during the Tenn of this _Agreement At such periodic -review, Developermust demonstrate its good faith compliance . with. the Terms of this Agreement.De% toper agrees to furnish such evidence of good faith compliance as City in theyeas: >nable. exercise of its discretion and after reasonable notice to Developer as may be

c2.qt:., red.

9.4 Amendment or Cancellation. This Agreement may be amended orcan . el-A in whole or in part only by mutual consent of the parties or in the mannerpro..-ided in Government Code Sections 65865.1 or 65868.

insubstantial Deviations. Any insubstantial deviations from the;s his Aueement do not require an amendment to this Agreement. -Before any •

insulystamial deviation is implemented, the other party must be given notice of such

PT Z.{..(ort Dr aft UL.\'t l(Trr=t 1.4Tc:2uit-Fit, 1/13/97, 11:11 AM


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. c to 'plated cle,iation. Such deviations which are not consented to will requirebm siori to the amendment process.

9.4.2 nnexation of Adjacent Properties. The Developer and/or Owner .ay ...tinex adjacent properties to the Site by an amendment to this Agreement. To the

permissible by law, City agrees to act favorably upon any such request of)eve,oper to amend this Agreement to include any additional property, to the extent that

ity council determines that such request promotes the quality_ developmentnvis on.ed by this Agreement.

0.0 esting of Project Rights.10.1 eneral Statement. As a material inducement to Developer and its

lencicrs to continue with diligent efforts to promote the development of the Site, Cityagre,.:s that the General Plan, the Specific Plan, the zoning classification and applicabledev::loprrient standards are to be deemed vested in Developer as of the date of thisA.grecrnelt. City covenants that it will not, so long as this Agreement remains in effect,charge its General Plan, the adopted Specific Plan, Project Master Plan and DesignRev ew, and the applicable zoning as they relate to the Site, unless approved by theDe\ ,_leper.

10,2 vistine Rules to Govern. in accordance with the terms of GovernMent_Section 65866, City and Developer agree that the General Plan and zoning

sificati on, he Specific Plan, Project Master Plan and Design Review as they relate to_he Site together with any conditions of approval attached to any of the foregoing as in

ct as :if the Effective Date shall govern during the TeLiti. Such Existing Project

,ulations ontinue to apply notwithstanding the development of the Site asrlt•vE:loptrm:nt Ahrcc meet, 1113/97, 51 .1 1 AM


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ovi led herein to the reconstruction of any Development improvements or off site

:nip . :yen-lents damaged or destroyed from any cause_ Except as otherwise provided inhis %.,c_neement, no amendment to, revision of, or addition to the General Plan, the

-3pec fic Plan, ti v, Project Master Plan, the Design Review, and the zoning classificationrid standards as they relate to the Site, shall be made without Developer's written

.Lppr val whether adopted or approved by the City's City Council or any Office, Board,Con mission, or other Agency of City or by the people of City through CharterAnu ndment or Initiation Measure and no such agreement, revision or addition shall beeffetive or enforceable by City with respect to the Project.

10.3 xclusions from "Existing Project Regulations". As sed erein,"Ex sting Project Regulations" shall, not include municipal laws and regulations whichcon lict with Developer's vested rights to develop and use the site in accordance with this

eernent. Developer and its successors and assigns and all persons and entities inocc ,Ipation of any portion of the Site shall comply with such non-conflicting laws andrea•qations as may from time to time be enacted or amended hereafter. specifically, but‘viIitotit limitation on the foregoing, such non-conflicting laws and regulations include the

0.3.1 ilding Codes. uilding, electrical, mechanical, fire and.11: dial- codes based upon uniform codes incorporated by reference into the city of IndioM ode, and;

0.3.2 Procedural Rules. rocedural -rules applicable to land usec: pplicatiens relating to the Project; provided, however, the City may not,

'JON G 1 ,',:. f:snrt 97- aft 92., ,2hpmer:t AgnTment, 1/13/ 9 7, 11:11 AM


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Jr. , uise eing a procedural rule, change a procedure or procedures that arevirlY3 E :41f:cif-Ica in the approved Specific Plan.

Succession of Ap_;a_•.ernent by Chances in State or Federal Law. In the eventr Federal laws or regulations enacted after the Effective Date of this Agreement

v,..nich preempt the Agreement or City's authority to performthereunder, or the action ori ,lacticn of any affected governmental jurisdiction other than City or any instrumentality here() prevents or precludes compliance with one or more provisions of this Agreement

as a rn :Ater of law, the parties shall:11.1 ritten Notice. Provide the other party with written notice of such

tats ,r Federal regulation, provide a copy of such regulation and a statement identifying.bow such regulation conflicts with the provisions of this Agreement, and;

11.2 romptly Meet and Confer. romptly meet and confer with the otherc . , arty in good faith and make a reasonable attempt to modify or suspend this Agreementa co iiply with such Federal or State law or regulation. Thereafter, regardless of whether

-...trties reach agreement on the effect of such Federal or State law or regulation uponleis greement, the matter shall be scheduled for a hearing before City's City Council,

thirty (30) days notice, for the purpose of determining the exact modification or,..sp which is required by such Federal or State law or regulation. In the event thepan .7'.s cannot reach an agreement with reference to the effect of such Federal or State law

,;ulation, the issue may be resolved by Declaratory Relief via a reference proceeding p -.off ivied herein.

12 0 ndemnification During Construction. During the period of construction

IL-, Site and until such time as City has issued a Certificate of Completion with respectcw.f - P . • - ‘ ; c i r t evclopm ,_mt /1.7 1 97, 11:11 Alit 7


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he .oirsTucti.:411 of all of the Developer improvements thereon pursuant to applicable

Ions of ordinance, Developer agrees to and shall indemnify and hold City and its'(gent:,., officers, servants, employees and contractors harmless from and against allHabiill.y, loss, damage, costs or expenses (including reasonable attorney's fees and court-...3sts:' arising out of or as a result of the death of any person or any accident, injury, loss

r cla; nage whatsoever caused by any acts done thereon by, or any efforts or omissions of,Developer or its agents, servants, employees or contractors. Developer shall not be

responsible for (and such indemnity shall not apply to) any acts, errors or omissions ofCity, or its agents, officers, servants, employees or contractors. City shall not beespy ns'.ble for any acts, errors or omissions of any person or entity except City and itsi.s.;c,r_y_s, officers, servants, employees or contractors.

3.0 nforced Delay and Extension of Times of Performance. In addition tospec: tic proyisions of this Agreement, performance by Developer thereunder shall not beleer ied to be in default where delays or defaults are demonstrated to be due to act ofGod, war, acts or omissions of City, acts or omissions of third parties which are not apart y . to this Agreement, including but not limited to, other governmental agencies, theimp..:sition of an injunction or a development moratorium or other "no growth" or "slow

Ala" measures that adversely affect the Project or the ability to secure permits or other. .n[.1.e.ri..mts to structures on the Site, or any other causes beyond the reasonable

t.ol of Developer. xtension of time in writing for any such cause shall be grantedy (ii:y for a period (if the enforced delay, or longer as mutually agreed upon, which . -

jl od shall :iLintrnenee to ran from the tint° of commencement of cause. Nothing in thevi,,ions aragraph shall imply that the parties believe that under applicable law,

1 irs (2,01117-?sort ft Dt'velr.Tinctit Agicement, 1,13/ 97, 11:11 AM - 18


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r. t; .e .rovisior,s of .gr ,eernent may be affected by an injunction or moratorium or1 : 1 ( . . : r - no jowtl r "sic \N growth" measures.

11.0 otccs. All notices or other communications required or permittedlterer.nder shall be in writing and shall be either personally delivered (which shall)1cluce delivery by means of professional overnight courier services which confirmsectii in writing (such as Federal Express or UPSD)), sent by telecopier or telefacsimile

„ ̀FA ") machine capable of confuruing transmission and receipt, or sent by certified or.:.gistered mail, return receipt requested, postage prepaid to the following parties at thefolio- ing addresses or numbers:

If to City:

to Owner:

City of Indio100 Civic Center MallIndio, California 92201Attn.: City Manager and City. AttorneyTelephone: (619) 342-5680FAX: 619) 342-6556George Paul Ames81-711 Highway 111Indio, California 92201

f 10 Developer: Attn: PresidentLandmark Golf Company74-947 Highway 111, Suite 200Indian Wells, CA 92210Telephone: (619) 776-6688FAX: • 619)7767 6686

sent in accordance with this paragraph shall be deemed delivered upon tb.e nextbus. ness day i) the date of delivery as indicated on the written confil,nationof teliyery of sent by overnight courier service); (ii) the date of actual receipt (if: i L eF vered by other means); (iii) the date of transmission (if sent by telecopier •

1Is C, tf Pcsol t 11; :1ft nn n3/ 9 7, 11:11 Am7 19 -


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r '_e machine) or; (iv) the date of delivery as indicated on the return receipt if sent y ct . - tilled or registered mail, return receipt requested. Notice of change of address shall

= c ..en by AN-linen notice in the manner detailed in this paragraph.14.1 reach and Remedies. otwithstanding any provisions of this

Agrc.:,. ment to the contrary, Developer shall not he deemed to be in default under thisAgrc.:ment and City may not terminate or modify Developer's rights under this _,kgr.E.oment unless City will have first delivered a written notice of any alleged default toDev,loper which shall specify the nature of such default. If such default is not cured byDeveloper within sixty (60) days after receipt of such notice of default, nor with respectto d :faults which cannot be cured within such period, Developer fails to commence tocure the default within thirty (30) days after receipt of the notice of default, or thereafter'

to diligently pursue the cure of such default until completion, City may tewiinateDe‘ doper's rights under this Agreement as its exclusive remedy. In the event a breach ofthis Agreement occurs, irreparable harm is likely to occur to the non-breaching party anddan.aucs will be an inadequate remedy. To the extent permitted by law, therefore, it is

r ( . .-cognized that injunctive relief and specific enforcement of this Agreement aredr.-per and desirable remedies, and it is agreed that any claim by Developer against City

-or an alleged breach of this Agreement shall be remedied by injunctive relief or anilp;.ropriate action for specific enforcement of the Agreement and not by a claim or actionroi monetary damages.

14 eferenc...e. It is the desire of the parties to quickly resolve any disputeai - 1 with as little expense as possible. Accordingly:

C . a';t 1)evilopment .-A.i;r c.nniept, 1r13197, 11:11 A


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14.3 oluntary Arbitration. ach controversy, dispute -or claim between-tics arising out of or relating to this Agreement, which controversy, dispute or

idun is not settled in writing within thirty (30) days after the Claim Date (as hereinafterierm d), will be first submitted to Non-Binding Arbitration. The Arbitrator shall be a

judge or Commissioner of the Court or an attorney or other qualified personick..-eted by mutual agreement of the parties. If the parties cannot so agree within thirty,

: 3 ( ..)) days after the Claim Date, either party may petition the Superior Court forL.ppontment of an Arbitrator. The Arbitrator shall be appointed to sit as a judge, with allthe pt.iwers of a judge. Each party shall have one (1) preemptory challenge, pursuant to-P ithin sixty (60) days following the appointment or selection of an Arbitrator, the.

arbitr ator shall set a hearing date...Thirty (30) days prior to the hearing date, the partiesmutually exchange the following: (a) List of Witnesses.. The list shall include the

Amu , address and telephone number of each-witness to be called and a brief description.)t the anticipated testimony of said witness; (h) Exchance of All Documentary andfaninbie Evidence. The parties shall mutually exchange any and all documentaryevid mce or other tangible evidence that they intend to introduce at the arbitration

At least five (5) days prior to the Arbitration date, the parties shall exchangeeach other and serve upon the Arbitrator an arbitration brief. It is the intent of the

parties that no discovery shall be conducted by either of them, except as set forth above.If a ty discover y over and above the mutual exchange is desired, said party must petitionibe Arbitrator by written motion and seek the Arbitrator's permission to conduct said

er' ithin ten (10) days of the close of the Arbitration hearing, the Arbitrator

'Rc.sort t greement, 1 /13/97, 11:11 AM


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ridt'r a judgment with a statement of decision. Each party shall have thirty (30)'Ira the proof of s .̀i vice by mail of the judgment to accept the award or to file suitSuperior (..ourt, County of Riverside. It is specifically agreed to between the, i t either party is not satisfied with the judgment of the arbitrator, that party may

u: oce I to the Superior Court. However, that party must file suit in the Superior Courto the expiration of the 30th day from the proof of service of the judgment or the

ecis on of the Arbitrator becomes final and either party may.thereafter petition to the..-zupe3jor Court to confine the Arbitration award. The decision of the Arbitrator is

ry in nature and is non-binding on either party. The Arbitrator's decision may notcd in any subsequent Superior Court action for any purpose whatsoever. The claim

late .s the date of giving notice to the other party of the nature of the controversy, disputerJr ci tim and clearly stating it in a claim.

5.0 ntire Agreement. his Agreement and the exhibits herein contain the.entii e Agreement between the parties and is intended by the parties to completely state

\greernent in full. .Any agreement or representation respecting the matters dealt withheft in or the duties of any party in relation thereto, not expressly set forth in thisAg - L . einC.nt, is null and void.

1(1.0 everabilitv. if any term, provision, condition, or covenant of thiscement or the application thereof to any party or ciycurnstanee, shall to any extent be

ci .1 i7iva1 d rs unenforc.eablc.., the remainder of the instrument, or the application of suchCr . TI, provisiun, condition or covenant to persons or circumstances other than those as to -

wilic:h it is held invalid or unenforceable, shall not be affected thereby and each

Au( cm [q11, 1/13/ 9 7, 11:11 AM


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nad provr- • :n of th.s Aprcement shall be valid and enforceable to the fullest extentc I by Irby

i 7 .0 ttorney's Fees. In the event either party hereto brings an action ore. or a declaration of the rights of the parties, for injunctive relief, for an alleged

ir default, or any other action arising out of this Agreement, or arbitration.3 - 0c:•oding as may expressly be peiiiutted by the terms of this Agreement, the prevailing

arty in any such action shall be entitled to an award of actual attorney's fees and costsnail red in such action or proceeding, without regard to any rule of court or schedule ofsuch Fees maintained by the court, in addition to any other damages or relief awarded,reRa- . dless of whether such action proceeds to final judgment.

1 8.0 ounterparts. his Agreement may be executed - in one or morecounteiparts, each of which will be deemed an original, :but all of, which constitute oneand the same instrument.

19.0 cceptance of Agreement by City. This Agreement, when executed byDc, eloper and delivered to City, must be authorized, executed and delivered by Citywithin thirty (30) days after the date of signature and submission by Developer to City, orac I later time as the parties may agree, or this Agreement may be terminated by

1 )e • sloper onv,Titten notice to City. The "Effective Date" of this Agreement shall be the,.rat when the Agreement shall have been signed by City after its approval by the City's

- Council, which date shall be entered in the space adjacent to the signature block forbelow..1).0 stoPPel Certificate. City shall, at any time and from time to time within( I T r f written notice from Developer so requesting, execute,

c“di -; art FIL.,z lirdr-L-2nt Agz L-2mL•nt, : /13./ ;;',/, 11:11 AM


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.,wleclge and deliver to Developer a statement in writing: I) certifying that thisAgri. Anent is unmodified and in full force and effect (or, if modified stating the nature ofsuch modification and certifying that this Agreement, as modified, is in full force and

t), and; (u) acknowledging that there are not any uncured defaults on the part ofDcv doper hereunder or specifying such defaults if any are claimed. Any such statementmay be relied upon by any prospective purchaser or encumbrance of all or any,portion ofthe site.

2'1.0 ncumbrances on Real Property.21A iscretion to Encumber. The parties hereto agree that this Agreement

shall not prevent or limit Developer, in any manner, at Developer's sole discretion, fromenc, .unbering the Property or any portion thereof or any improvements thereon with anyrnortP_.aP.e, deed of trust or other security device ("Mortgage") securing financing withnes' cct to the Site. The City acknowledges that the lenders providing such financing may:Tee ertain modifications, and the City agrees, upon request, from time-to-time, to

with Developer and/or representatives of such lenders to negotiate in good faith anysue a request for modification. City further agrees that it will not unreasonably withhold

...onscnt to any such requested modification. Any mortgagee or trust deed beneficiary

he Site or any portion thereof or any improvements thereon and its successors andas:- grit ("Mo: tgagee) shall be entitled to the following rights and privileges.

1 .2 ortgage Protection. This Agreement shall be superior and senior toof any 14ortoage... Notwithstanding the foregoing, no breach of thiS Agreement.

sh :11 _lefeat, render invalid, diminish or impair the lien of any Mortgage made in goodh and -for value,and any acquisition or acceptance of title or any right or interest in or

': it?; (.;c11 P s . 2,crrt T),.:{t 21opmcnt /13/97, 11:11 Ail


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1j, . I. 10 the Site or any portion thereof by a Mortgagee (whether pursuant to •ae foreclosure, tr , stee'3 sale, deed in lieu of foreclosure or otherwise) shall be

.:;.:bjec:. to all of the terms and conditions of this Agreement.:11 ortitaf ee Not Obligated. Notwithstanding the proyisions of Section

1 .0 Mortgagee will have any obligation or duty under this Agreement to perform thec , i4iga: ions of Developer or other affirmative covenants of Developer thereunder, or to .,Litafartee such performance, except that to the extent that any covenant to be pet-formed

De r eloper is a condition to the performance of a covenant by City, the performance1 . nereo shall continue to be a condition precedent to City's performance thereunder.

21.4 N -7 ritten Notice of Default. Each Mortgagee, shall be entitled to receiverite notice from the City of any..default.by Developer under this .Agreement, if suchfait t is not cured within sixty (60) days,:.provided such -Mortgagee• has delivered a

writteu request to the City for such notice. Each Mortgagee shall have a further right, but-lot at obligation, to cure such default for a period of thirty (30) days after receipt of suchiotic, of default. if such default is not cured by Developer within sixty (60) days after-Liceilt. 4 such notice of default, nor with respect to defaults which cannot be cured

, ,T,111•1 such period, Developer fails to commence to cure the default within thirty (30)receipt of the notice of default, or thereafter fails to diligently pursue the cure

default until completion, City may terminate Developer's rights under thisimeut as its exclusive remedy.

) oreement Costs. Developer shall reimburse City for any direct costs or.i:-:pe ists including City staff time that City reasonably incurs in taking actions requested

ov (per to be taken by City pursuant to this Agreement.

c 11N•elopment. A ,t-cement, 1/13/97, 11:11 AM ---


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•0 ommunity Facilities - Public Safety.

:13 I rurrirt 1 fees. n an effort to mitigate the impact of the Project oncx ise incurred by City in connection with public safety (police and fire), Developer

to pay City a fee of four hundred and thirty eight dollars ($43 8.00) per residentialAwc.Thrig unit, payable at the time Developer is issued building permits to construct suchdwell -rig units.

23.2 imitations. ity agrees that the public safety impact fees imposed,y paragraph 23.1:

23 2.1 New Development. shall be imposed only on new developmentand nat on existing structures;

23.2.2 Citywide. hall be imposed only if .such.fees .are imposed on allnew levelopment throughout the City except at the City's discretion low and moderate

ie housing and senior housing and except new development as to which City isAded from imposing such fees by reason of a pre-existing development agreement or

Abe] vested right in a developer;23.2.3 ay. hall be imposed uniformly on a development

it}wide, so that there is uniformity of rates for like properties.

23.3 tilization of Funds. The utilization of funds set forth in this Sectionand he determination of "public safety purposes" shall be at the sole discretion of theri uncil of the City of Indio.

4 ':immunity Facilities- Parks and Recreation. This Agreementad:zowledges that the first phase of the project shall result in the development of a major

ate nal facility for the City, the applicant shall not be required to contribute park 'and

( 7; :) Cr %ort 1): 1 1 .1n clotInv:11 t A . gretmcnt, 1/ 1 3;97, 11:11 AIV1 6


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00 pict for the initial phase of the project (golf course, clubhouse,- ianee F:i0: 11 8" LU ara :' : -11CIIITCS).0 al] Check Fees. he Developer shall be obligated to pay plan check

s.:1 11x event that an initial fee deposit is insufficient to pay fore the actual cost ofi;ian tecking, roe City shall bill the Developer for the additional costs to be paid by the.7)evel-iper for the actual cost of plan checking. If the Developer has over paid any fee or

repo: it, the excess fee or deposit shall be repaid to the Developer by the City. .

WITNESS WHEREOF, the undersigned have executed this Agreement as of the dayfirst above written.

•(:IFY" ITY OF INDIO, a CaliforniaMunicipal Corporation

e Date:, 19 '77

ATI

PAUL AMES•of `,Th.brvii::' , - ; ion b y Owner:

, 1 s t DL, vtlupin:Tit ,A.;,re(•ment, 1,13197, 11:11 - -


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EVELOPER- ANDMARKGOLF Co.at... '. is Sul,rn't.7.si.,. i-ri ..)y 1.It:;€1c)ry r:\.\z - , . . . , . •• 1

.....i.:t..,. L, I i ,_,..-i- /1 i- .) rPrcsid:_-.rd

' lie Hills G olf Resort Draft Developrnerrt _&g reErnera, 9/15798, 11:51 ia,t4 78


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NUMBER OF PAGES

DATE nF DOCUMENTC~cc //1)722

r /7 )Ds

TITLE OR TYPE OF DOCUMENTM,_F(S)LI;VITEDGENERAL

N-FPC iD3)

VCONS-E-PlATOR

SIG:/E;

Li

-.•t.t.iFORkila ALL-PURPOSE ACKNOWLEDGMENT No. 5907

/bTE NAk.. FI T L E O F O F i I C E R - OE.NOTARYc (LA_ d / 4 _7 )• .

enally known to

EVE LYiN C. CLARKi

COMM . # TaaR3FANotary PubEc CalfociaRNERS1DE COUNTYMy Comm. E xpires SEP 7.199e

NA6IE15) Oi S,JCNEFItS).me - OR - LJ proved to me on the basis of satisfactory evidenceto be the person(s) whose name(s) is/are

subscribed to the within instrument and ac-knowledged to me that he/she/they executedthe same in his/her/their authorizedcapacity(ies), and that by his/her/theirsignature(s) on the instrument the person(s),or the entity upon behalf of which theperson(s) acted, executed the instrument.WITNESS my hand and official, seal.

SI G NA T U R E O F NO T A RY

OPTIONALThoug 1±.e k ata beIOW,v is rot required by law, it may prove valuable to persons relying on the document and could preventre . i t tF_Ghrnent of thts form.

CAP/Xi-FY CLAIME D BY SIGNERJAIL

DESCR IPTION OF ATTACHED DOCUMENT/

SIGNERS) OTHER THAN NAMED ABOVE

..00 n3 •.]A1 IONA . NOTATe P.7SOCIAI C..)ki • 5235 Fie [ 'me'. Ave., P.O. Dox 71 84 • Canoga Park, CA ..013C'Ej-71Z.;4


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TA E OF CALIFORNIA ))1_1 \ ITY OF RI VE RSI DE

)n 1(Lr? , efore, (name of notary), a notary public, personally appeared

0 v2_ personally knowa to me (or proved to me onthe I asis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to

'.vithin instrument and acknowledged to me that he/she/they executed the same inMs/Ler/their authorized capacity(ies), and that by his/her/their signature(s) on theInstiurnent the person(s), or the entity. upon behalf of which the.person(s) acted; executedthe -ilstrument.

WITNESS my hand and official seal.

R O L L R T A . L Y M A N# 992617Nofcr/ P iblic— CaliforniapIVL IP S ID 7. COUNTY

Expires APR 26, 1997

1/ 13'97, 11:1 1 ,9


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SI"A t :AU I V A : M AR I V E R S I D E

D nar before, (name of notary)foink, ._ VI116r a notary public, personally . appearedefL; K personally known to me (or---proviateel-to-me on thebatii-of--s-ati-scacter5=c.-videliee)-to be the person whose name subscribed to the withinInsi, ltntei 1.1d acknowledged to me that e/tVy executed the same inauttl Jrizt- -1 capacity t.$), and that b) 1)6r/t it signature on the instrument the personAor the ztn ty upon hiialf of which the person acted, executed the instrument.

1;\ ITNESS my hand and official seal.

-la STEFAN L. MfLLER12/14n:4,. Commission # 1149582 r-tiZe,... , ,11 Notary Pub fic- California ??.RIVERSIDE County ;;;;


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12389-01

-II , 1.) RHM T RED TO IN EPORT IS SITUATED IN THE STATE OFCOUNTY OF RIVERSIDE AND IS DESCRIBED AS FOLLOWS: -

PAL(.111. 1:f :.(y,,,ER.,-.11\itNT DDT 2 IN THE SOUTHWEST QUARTER OF SECTION 7,TO SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE ANDMEMDI AN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY,APPROVED JULY 15, 1856.EX ,EPTING THEREFROM PARCEL C-462-A AND PARCEL C-301-R-1; ASCONVEYED TO THE. UNITED STATES OF AMERICA BY DEED RECORDEDFEBRUARY 24, 1950 IN BOOK 1149, PAGE 544 OF OFFICIAL RECORDS OFRIVERSIDE COUNTY, CALIFORNIA.PARCEL 2:THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7, TOWNSHIP5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THEDISTRICT LAND OFFICE APRIL 1, 1915, DESCRIBED AS FOLLOWS:BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 7;THEN( ;E FROM THE INITIAL POINT BY METES AND BOUNDS; NORTH 0°05' 05" WEST, 529.57 FEET ALONG THE. EAST LINE OF SAID SECTION 7;NORTHWESTERLY 250.46 FEET ON A CURVE TO THE LEFT, HAVING ARADII OF 829.93 FEET AND A DELTA OF 17° 17' 28" LEFT, A RADIAL LINEBEARS SOUTH 39° 35' 30" WEST FROM THE EASTERLY END OF SAIDCURVE; NORTH 67° 41' 58" WEST, 1071.60 FEET, 351.38 FEET ALONG A CURVEIEFT, HAVING A RADIUS OF 829.93 FEET AND A DELTA OF 24° 15'Y.:IE:PT, SOUTH 88° 02' 32" WEST 1109.19 FEET TO A POINT ON THE WESTTINE 4 )F SOUTHEAST QUARTER OF SECTION 7, SOUTH 0° 16' 48" WEST1 37.0, ', FEET, ALONG THE WEST LINE OF SOUTHEAST QUARTER OF SAIDSI:CTION 7, NORTH 89° 35' 40" EAST 2663.83 FEET ALONG THE SOUTH LINE

Hi) SECTION 7 TO SAID POINT OF BEGINNING.


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Nt . S8°9-01

I ' .T.11AT 'C.)KII01\,1 OF THE NORTHEAST QUARTER OF SECTION 18,TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE ANDlvIERIDIAN, AS SHOWN BY UNTIED STATES GOVERNMENT SURVEY, LYINGNORTHERLY AND 'NORTHEASTERLY OF THE ALL AMERICAN CANALRIGHT-OF-WAY, 300 FEET WIDE AS SAID RIGHT OF WAY IS REFERRED TOTHAT CERTAIN DEED RECORDED JULY 22, 1949 IN BOOK 1096, PAGE 103 OFOFFICIAL .',-CF,CORDS OF RIVERSIDE COUNTY, CALIFORNIA. •PARCEL 4:THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHWEST ONE-QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8 EAST, SANBERNARDINO BASE AND MERIDIAN, LYING NORTHEASTERLY OF THE ALLAMERICAN CANAL RIGHT-OF-WAY, 300 FEET WIDE, SHOWN AS PARCEL C-(1-408 ON U.S. GOVERNMENT LAND MAP DATED MAY 3, 1946; SAID RIGHT-OF-WAY I S ALSO REFERRED TO IN THAT CERTAIN DEED RECORDED JULY22, 1949 IN BOOK 1096, PAGE 103 OF OFFICIAL RECORDS OF RIVERSIDE •COUNTY, CALIFORNIA.PARCELTHE NORTH ONE-HALF OF GOVERNMENT LOT 2 IN THE NORTHWESTONE-QUARTER OF SECTION 18 ACCORDING TO THE OFFICIAL PLATTHEREOF FOR TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINOBASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OFCALIFORNIA.

F'PTING THEREFROM THE SOUTHERLY 100.00 FEET THEREOF.ALSO 'EN CEPTING THEREFROM THAT PORTION LYING NORTHEASTERLYOF THE SOUTHWESTERLY LINE OF THE ALL AMERICAN CANAL RIGHT-OF-W_ T, 300.00 FEET WIDE, SHOWN AS PARCEL C-6A-408 ON 'U.S.GO yFRNMENT LA.ND MAP DATED MAY 3, 1946, SAID RIGHT-OF-WAY ISALSO REFERRED TO IN THAT CERTAIN DEED RECORDED JULY 22, 1949 1111;0 K . 1 AGE 103 CF OFFICIAL RECORDS OF RIVERSIDE COUNTY,

I. -F KCEPTP:TG THEREFROM THE WESTERLY 30.00 FEET THEREOF.

3


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J . 12389-C 1

111 H‘k._17 - 11 I ONI-1-IAL.,f. (4 THE NORTHWEST ONE-QUARTER OF SECTIONCir.( R1-)INGTO THE OFFICIAL PLAT THEREOF FOR TOWNSHIP 5SCA.IT1-1, RANGE 8 EAST, SAN BERNARDiN0 BASE AND MERIDIAN, IN THE

j F RIVERSIDE, STATE OF CALIFORNIA..LX(.EPT NG THEREFROM THAT PORTION OF THE NORTH ONE-HALF OFGOVERNMENT LOT 2 IN SAID NORTHWEST ONE-QUARTER OF SECTION 18LYING NORTHERLY OF THE SOUTHERLY 100.00 FEET THEREOF.ALSO EXCEPTING THEREFROM THE WESTERLY 30.00 FEET THEREOF.ALSO EXCEPTING THEREFROM THAT PORTION THEREOF LYINGNORTHEASTERLY OF THE SOUTHWESTERLY BOUNDARY LINE OF THEALL AMERICAN CANAL RIGHT-OF-WAY 300.00 FEET WIDE SHOWN ASPARCEL C-6A-408 ON U.S. GOVERNMENT LAND MAP DATED MAY 3, 1946;SAID RIGHT-OF-WAY IS ALSO REFERRED TO IN THAT CERTAIN DEEDRECORDED JULY 22, 1949 IN BOOK 1096, PAGE 103 OF OFFICIAL RECORDSOF RIVERSIDE COUNTY, CALIFORNIA.ALSO EK.CEPTING THEREFROM THAT PORTION THEREOF LYING WITHINTHAT C ERTAIN PARCEL OF LAND DESCRIBED AS FOLLOWS:COMMENCING AT THE NORTHEAST CORNER OF THE SOUTH ONE-HALFOF SAID NORTHWEST ONE-QUARTER OF SECTION 18;THEN( E. WESTERLY 550.00 FEET ALONG THE NORTHERLY BOUNDARY OFTHE SOUTH ONE-HALF OF THE NORTHWEST ONE=QUARTER OF SECTION18 TO THE TRUE POINT OF BEGINNING;THENCE SOUTHEASTERLY ON A LINT, PARALLEL WITH THESOUTHWESTERLY BOUNDARY OF THE ALL AMERICAN CANAL RIGHT-ORW.AY" 31a00 FEET WIDE SHOWN AS PARCEL C-6A-408 ON -U.S. GOVERNMENTLAND MAP DATED MAY 3, 1946; SAID RIGHT-OF-WAY IS ALSO REFERREDTO IN THAT CERTAIN DEED RECORDED JULY 22, 1949 IN BOOK 1096, PAGE13 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TO MEF ',.s F, A_.'Y BOUNDARY OF SAID NORTHWEST ONE-QUARTER OF SECTIONT1 NORTHERLY ALONG SAID EASTERLY BOUNDARY TO THES( "jT 'WESTERLY LINE OF SAID All AMERICAN CANAL RIGHT-OF-WAY,.:771 wiDE;

4


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FII I t -)3g9-cl

TI IL NC NORFI I WE'_-41':.RI..Y ALONG SAID SOUTH WESTERLY RIGHT-OF-. \VA T. - TO A EINE TIIAT PASSES THROUGH THE TRU.E. POINT OFI;FC:INIT\iNG AND IS PARALLEL WITH SAID EASTERLY BOUNDARY OF THENORTII WEST ONE-QUARTER OF SECTION I8;SOUTI [ERIN ALONG LAST SAID PARCEL LINE TO THE II-CUEPOINT ( ±F BEGINNING.PARCET. 7:THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 18,TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE ANDMERIDIAN, LYING SOUTHERLY AND WESTERLY OF THE ALL AMERICANCANAL RIGHT-OF-WAY 300.00 FEET WIDE, AS REFERRED TO ANDDESCRIBED IN THAT CERTAIN DEED FILED FOR RECORD JULY 22, 1949 INBOOK 1096, PAGE 103 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,CALIFORNIA.EX( ,LP'i ING THEREFROM THAT PORTION CONVEYED TO MILDREDSU'T'HERLAND, AN UNMARRIED WOMAN, BY DEED RECORDED JULY 22,1949 TN BOOK 1096, PAGE 103, OF OFFICIAL RECORDS OF RIVERSIDECO UN't `Y, CALIFORNIA.PARCEL 8:A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THENORTI MAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITEDST.A.TES GOVERNMENT SURVEY, MORE PARTICULARLY DESCRIBED ASFCMLOWS:BD;IN NING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTEROF TH E NORTHEAST QUARTER OF SAID SECTION 18;THENCE (1ST COURSE) EAST ALONG THE SOUTH LINE OF THE - .-Ni__IRTHEAST QUARTER OF SAID SECTION 18 TO ITS INTERSECTION11 IF, SOUTHWESTERLY LINE OF THE, ALL AMERICAN CANAL RIGHT OF •W t‘Y AS NOW LOCATED;

(2ND COURSE) NORTHWESTERLY ALONG THE SOUTHWESTERLY)F THE ALL AMERICAN CANAL RIGHT OF WAY, 700 FEET, MORE ORI tiS 't 0 THE _INTERSECTION OF THE SOUTHWESTERLY LINE OF THE ALLA .̂1i",RICA,N CANAL RIGHT OF WAY AND A LINE, DESCRIBED AS FOLLOWS --:

5


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1 2 3 8 9 - . C 1- •r IN T 0THWEST CORNER OF THE SOUTHEAST CORNER

O I OUTI ITAST QUARTER OF THE NORTHEAST QUARTER OF SAIDr( e;TI NORTHEASTERLY IN A DIRECT LINE AND ENDING AT THEN(. 'R EAST CORNER. OF THE SOUTHEAST QUARTER OF THEN( AST QUARTER OF SAID SECTION 18;E (3RD COURSE) SOUTHWESTERLY IN A DIRECT LINE TO THEPOINT OF BEGINNING.PACE 9:A PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWESTQUARTER OF THE NORTHEAST QUARTER AND A PORTION OF THESOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THENORTI lEAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8.EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITEDSTATES GOVERNMENT SURVEY, MORE PARTICULARLY DESCRIBED ASFOLLOWS:BEGINNING AT THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER.OF THE NORTHEAST QUARTER OF SAID SECTION 18;THENCE. (1ST COURSE) WEST ALONG THE SOUTH LINE OF THENORTHEAST QUARTER OF SECTION 18, A DISTANCE OF 45 FEET;THENCE (2ND COURSE) NORTH AND PARALLEL WITH THE EAST LINE OFTHE, SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAIDSECTION 18, 5 FEET;(3RD COURSE) EAST AND PARALLEL WITH THE SOUTH LINE OFVIE1\ ORTHEAST QUARTER OF SAID SECTION 18 TO A POINT OFINTERSECTION WITH A LINE DESCRIBED AS FOLLOWS:BKI-INNING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTERNORTHEAST QUARI R OF SAID SECTION 18;VIENCE NORTHEASTERLY IN A DIRECT LINE AND ENDING AT THENOR1 HEA.ST CORNER OF THE SOUTHEAST QUARTER OF THE •-N(YRI HEAST QUARTER OF SAID SECTION 18;(4TH COURSE) SOUTHWESTERLY IN A DIRECT LINE TO THE TRUEP,./INT OF BEGINNING.I'INTENT ONALL1 030.ITTED.

6


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( . . F . .2.39.-01.rkA

Al H THE NORTHWEST QUARTER OF SECTION 17,TO\:-';'N.SH IP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO .BASE ANDMER111)1 A HI, LYING WESTERLY OF THAT CERTAIN PARCEL OF LAND ASC O N V .F .)- 1 - ',D T O 'H IE C C ) _ AC H E L L A V A L L E Y W A T E R D I S T R IC T B Y D E E D .RE.C..(_.)RDED ON NOVEMBER 1, 1948 IN BOOK 1023, PAGE 329 OF OFFICIALRECk .)RDS OF RIVERSIDE COUNTY, CALIFORNIA.PART .,F1. i2:THAT PORTION OF THE NORTHWEST ONE-QUARTER OF SECTION 18,ACCORDING TO THE OFFICIAL PLAT THEREOF OF TOWNSHIP 5 SOUTH,RANGE EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTYOF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:COMMENCING AT THE NORTHEAST CORNER OF THE SOUTH ONE-HALFOF SAID NORTHWEST ONE-QUARTER OF SECTION 18;THENCE WESTERLY 550.00 FEET ALONG THE NORTHERLY BOUNDARY OFSAID SOUTH ONE-HALF OF THE NORTHWEST ONE-HALF OF THE - •NORTHWEST ONE-QUARTER OF SECTION 18 TO THE TRUE POINT OF -BE G INN IN G;THENCE SOUTHEASTERLY ON A LINE PARALLEL WITH THE •SOUTHWESTERLY BOUNDARY OF THE ALL AMERICAN CANAL RIGHT-OF-WAY 300.00 FEET WIDE SHOWN AS PARCEL C-6A-408 ON U.S.•GOVERNMENTLAND MAP DATED MAY 3, 1946 OF OFFICIAL RECORDS OF RIVERSIDE.COUNTY, CALIFORNIA. SAID RIGHT-OF-WAY IS ALSO REFERRED TO INTHAI CERTAIN DEED 'RECORDED JULY 22, 1949 IN BOOK 1096, PAGE 103 OFOFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TO THE7 7„L 'A ." * T E , P L Y B O U N D A R Y O F SA ID N O R T H W E S T O N E - Q U A R T E R O F S E C T I O N18; NORTEIERLY ALONG SAID EASTERLY BOUNDARY TO THES.O . I_YITA WESTERLY LINE OF SAID ALL AMERICAN CAN RIGHT-OF-WAY,300.30 I-EET WIDE;

E NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT-OF-WA Y I :NE TO A LINE THAT PASSES THROUGH THE TRUE POINT OFBE':_;INNING AND IS PARALLEL WITH SAID EASTERLY BOUNDARY OF THE.N 11:aNVEST ONE-QUARTER OF SECTION 18;TI1 EN( .E SOUTIIERLY ALONG LAST SAID PARALLEL LINE TO THE TRUEPI...).[NT OF BEGINNING.

7


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.NO

( .2E L 13:THE EA',T IIALF OF LE SOUTHWEST QUARTER OF SECTION 7, . •TOWNS i.i1P 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO MERIDIAN;EX(..EPTiNG THEREFROM THAT PORTION CONVEYED TO COACHELLAVALLEY COUNTY WATER DISTRICT, DEED RECORDED DECEMBER 12, 1947;IN BOOK_ 877, PAGE 338 OF OFFICIAL RECORDS.

8


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ATTACHMENT BFirst Amendment to the Development Agreement


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S )7'1

ii ryivil 1 . eI1lC1 F.4.ii1CA F yrnia

DOC e30a-1 1rest11/i9/2003 C18:00P Fee 16,00PapeI of 4Recorded In Drflclal Records

County of RiversideEery L. Orso

.72see.our, County Clerk RecorderI I I P 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1a ilA I' .A ,..::JaJ , 7 EI.IF W

Ar t....,ErAME or, ,ONC ‘,.., ., Hu NCPG

Spacc trove This Line For Recorders Use)

FIRST AMENDMENT TO DEVELOPMENT AGREEMENTKW

Thos First Amendment to evelopment Agreement (".Amendment") is made and.d into this347 day of , 2003, by and between the CITY OF INDIO, amunicipal corporation 'City") and LB HILLS GOLF, LLC, a Delawareliability company ("Owner"), and Is made with reference to the following

facts 1. Icl circumstances:RECITALS

ej Y, and LANDMARK GOLF. COMPANY, an Arizona Corporationk -Landmark;") entered into a certain "DEVELOPMENT AGREEMENT" datedDecember 18, 1'1)';.45, effective January 15, 1997, and recorded on September 18, 1998 asflst.rt..inent No. 13(:'9082 in the Official Records of Riverside County, California ("the. 9 .;)8 kgreement"). Unless otherwise specified, capitalized terms used herein shall have

m .;aninizs ascribed 10 them in the 1998 .Agreement.Lan,imarl IL-signer..1 all of its rights, obligations and entitlements under the 1998

TlIF OLF CLUB, LLC, a California limited liability company-.kss grior") pursuant in an Assignment dated September 1, 1998 and recorded)epte,nb,tr 18, 1'498 as instrument No 399083 in the Official Records of Riverside

('- the '.")8 A-1L;gnlyierit-.assigned all of its rights, obligations and entitlements under the 1998the kssianment to Owner, with City consent, pursuant to anS IFNI ":.';1) ASSUMPTION OF DEVEI.OPMENT AGREEMENT AND

r cIaL1,1 A '0(}2 and reoorriL:d April 26, 2002 as Instrument No. 2002-2• he ecords of Rive.rside County, California ("the 2002 Assignment").


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Git E.F..A4 ENTA men dm eats.

I :iLie araizraph Two: The last sentence [)f Paragraph Two iseiecl and replaced with the following: "Developer desires to develop on the Site

wo h hole g.olf courses with appurtenant facilities, a 455 room vacation club location27-3 Lici:T.$) and 445 unit residential development (36.2 acres)".

1 2 aire 8 Section 4,0 Develument of the Site, Section 4.1 Entitlement1.ppliation for the Proiect, Paraizraph Two: The second sentence of Paragraph Two is;iertihy7 deleted and replace with the following. "Subsequent phases may include a 455oom vacation club location and 445 unit residential development.

Estoppel. City hei eby certifies to Developer that there are no uncured defaults ofeve.,ope.r under the Agreement

t. ecitals. The foregoing Recitals ate hereby incorporated into this Amendment by• fete ace.

Full Force. Except as modified hereby, all of the terms, covenants and conditionsf thi Agreement remain unmodified and in full force and effect, and the parties herebyatify the Agreement, as amended hereby.

In Witness Whereof, the undersigned have executed this Amendment as of thelay and year first above written.

"CITY- CITY OF INDIO, a California Municipal -Corporationlay

Michael H. Wilson, Mayor

AUTHORIZED SIGNATORY

LB HILLS GOLF, LLC, A DelawareLimited Liability Company

Effective i)ate2003

ATTEST

ity NrIanau.er

"x. _ of Q . - t i l -Tnision by Owner2003

1 1 1I

Treatment

nter for Water.

booster station.

w can subsequent

anges allow

revert the DA

d ignore the CFD

04-3 payments.


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Navy YorkiNry ork

::)n his 'A day cat (1:) 17. b f 2 00 efore. me, the undersigned, a Notary_n 't

Public in and.fori- opher mmerma:he J 4a . ommissioned and sworn, personally appeared u ome 1. Tiov,T tohe th iltijorizeu Signatory of l.. f3 Bills Golf TIC, the limited liability company that'X O.: Ulf d • he foregoing instrument, and acknowledged the said instrument to be the free andvoluntary . tet and deed of said limited liability company, for the uses and purposes thereinmentioned, and on oath, stated that (s)he is authorized to execute the said instrument.W itness ray hand and official seal affixed the day and y ear first above w ritten.

1 1 A P J A I S E L R u t zliatoryPublic, StateBO SO4 *or WeltH o . C I A R IS3aaaMr4 in Goun al Niirefatis:,- D r r a n i s s i c r t E . .p l r e s

er 6, 2COS Notary Public in and for the State of-WrkResiding at 3 1 9 Part=kv. raAg. tz-yMy appointment expires:

1 1 1 1 \ 1 1 4 1 1 1 1 . 1 1 M 1 1 1


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CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT•

C_; liforiirt.

butura me, //::17`Nam_ 2111d Tdiy of r (o. g. "Jane IJoe. Notary HO

e ,4< Z r h - Z s- -m

'71erit LaieUlric:, Than Niairecf.Above

Capzioity(ies) Claimed by Signer5 Liaiole.

:rp.- faie Officer — Ttlec s)•irtr,ir rilited • IJr•FAr n or - 1 . . r e t o r4

IF F.,stmtinct:

Y=4.:. • ; r. 1:. •

Number of Pages:

,o< Iae.55e7 uorder Can Son-Free reC•F.76.GE.27

ESS my hand an official se

Signature of Notary Fubac

OPTIONALLhe ;OlOrt;:‘7 t/De Seine ot required ny law, it may prove vaIrlbrife ..cl persons relying on the documentprevr,r4 ernova.) and ..7cattac.errient of this form to another document.

Des L,Tiption of Attached Document7...pe of 00.7:LT-1E:tat,

CYNTHIA HERNANDli--Carrel-an ion* 1256490Notary Public - Ciagfurnila 5ze tarrrn.F:des_4 a : 1 2 2 7 0 4 }lavwside County

personally known to meLT proved to me on the basis of satisfactoryevidence

to he the persons) whose name(s)subscribed to the within instrument andacknowledged to me that -1,..ibliefthey executed the same in uthorizedcapa cif y(ies), nd that by --h-iolhcrgtheirslynature(s) on the instrument the person(s), orthe entity upon behalf of which the person(s)acted, executed the instrument.

IN \ \ M i t E z r . . 4 6 2 - M 1 9 7 2,,n • rasa4o 4


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ATTACHMENT CSecond Amendment to the Development Agreement


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RECORDING REQUESTEDBY AND WHEN RECORDEDMAIL TO:City of Indio100 Civic Center MallP.O. Box Drawer 1788Indio, CA 92202Attention: City Clerk

SPACE ABO VE THIS LINE FO R RECORDERS USERecording Fee Exempt per Government Code §6103

SECOND AMENDMENT TO DEVELOPMENT AGREEMENTThis Second Amendment 10 Development Agreement ("Second

Amendment") is made and entered into this day of April, 2007, by andbetween the CITY OF INDIO, a California municipal corporation ("City"), andINDIO LAND VENTURES, L.L.C., a Delaware limited liability company("1LV"), and SUNCAL COMPANIES, INC. a Delaware corporation ("SCC"), andis made with reference to the following background facts and circumstances:

RECITALSA ity and LANDMARK GOLF COMPANY, an Arizona corporation("Landmark") entered into a certain "DEVELOPMENT AGREEMENT" datedDecember 18. 1996, effective January 15, 1997, and recorded on September 18,1998 as Instrument No. 399082 in the Official Records of Riverside County,California (the "Agreement"). Unless otherwise specified, capitalized terms usedherein shall have the meanings ascribed to them in the Agreement.1 3 andmark assigned all of its rights, obligations and entitlements under theAgreement to THE HILLS GOLF CLUB, LLC, a California limited liabilitycompany ("HGC") pursuant to an Assignment dated September 1, 1998 andrecorded September 18, 1998 as Instrument No. 399083 in the Official Records ofRiverside County, California (the "1998 Assignment").C GC assigned all of its rights, obligations and entitlements under theAgreement and the 1998 Assignment to LB HILLS GOLF, LLC, a Delawarelimited liability company ("LBHG"), with City consent, pursuant to an"ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENTAND CONSENT" dated April 26, 2002 and recorded on April 26, 2002 aslnitrument No. 2002-221299 in the Official Records of Riverside County,C.Flifornia (the "2002 Assignment").

2 '1 ° Amendment to DA - Indio Land Ventures/SunCal (Terra Lego)Page 1 of 852 )506.1


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LBHG and City entered into a certain "FIRST AMENDMENT TODEVELOPMENT AGREEMENT" dated October 28, 1993 and recorded onNovember 19, 2003 as Instrument No. 2003-911978 in the Official Records ofRiverside County, California (the "First Amendment").E , n May 18, 2005, in relation to ILV's approved development of theapproximately one thousand four hundred eighty-four (1,484) residential unit"Terra Lago" project, contemplated to be located on and over a significantquantity of land subject to the Agreement and the "Additional Parcels" as thatterm is defined below in recital H (the "Project"), the City Council of the City ofIndio approved that certain "AGREEMENT for FORMATION OF MELLO-ROOS COMMUNITY FACILITIES DISTRICT NO. 2004-3" by and betweenCity and ILV (the "CFD Agreement"). City and ILV executed the CFDAgreement, maintained as a public record by the City Clerk, on or about August 1,2005 The CFD Agreement provided funding for ILV's design, construction andinstallation of public improvements, and called for ILV's dedication of land forthe construction of a fire station and a reservoir.F n addition to addressing Project related public improvements, the CFDAgreement contained provisions addressing ILV's payment of developmentimpact fees ("DIF") as to the Project. With the exception of storm drain fees, theCI-D Agreement indicated that ILV's payment of Project DIF would accord withCity's then recently adopted DIF Ordinances, Nos. 1422 and 1423 adopted May 4,2005 (the "Old DIF Ordinance"). Furthermore, the CFD Agreement specified thatIL V would pay storm drain fees for the Project in a specific amount, and containedlanguage related to exempting ILV development of the Project from the obligationto make payment to City upon DIF increases subsequent to the Old DIF Ordinance("DIF Increase Exemption and Storm Drain Fee Specification Language").( . 1 BHG (alternately referenced herein as "Assignor") assigned all of therights of "Developer" and "Owner" under the Agreement, the 1998 Assignmentand the 2002 Assignment to ILV and SCC (alternately referenced herein in theaggregate as "Assignee"), related entities operating under the same managementand control, pursuant to that certain "ASSIGNMENT AND ASSUMPTION OFDEVELOPMENT AGREEMENT AND CONSENT," executed concurrentlyherewith, by and between LBHG, [LV and SCC and attached hereto andincorporated by reference herein as EXHIBIT A (the "2007 Assignment").H ssignee filed an application with the City's Community DevelopmentServices/Building and Safety Department for an amendment to Project Master

(PMP 96-9-10) to extend the Project to include development of additionalpt:rcels adjacent to the Site, identified as Assessors Parcel Numbers 601-270-037through 041. 601-270-055 through 058, 601-310-001, 601-310-018 & 019, 601-

2" Amendment to DA - Indio Land Ventures/SunCal (Terra Lago)Page 2 of 8


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0310-013, 601-390-032 ("Additional Parcels"). On February 16, 2005, the Citycertified pursuant to the California Environmental Quality Act a MitigatedNegative Declaration assessing the potential environmental impacts of Assignee'sdevelopment of the Project on the Additional Parcels. The City, Developer andOwner have agreed that the Additional Parcels shall be annexed into the Project,subject to the approval of the City Council.

AGREEMENT1 mendments. Pursuant to Section 9.4.2 of the Agreement as amended bythe First Amendment and this Second Amendment (in the aggregate, the"Amended Agreement"), the City, ILV and SCC hereby agree to annex andincorporate adjacent properties into the Site as follows:

1.1. Page 3, Recitals, Paragraph Two: The last sentence of ParagraphTwo is hereby deleted and replaced with the following: "Developer desires todevelop on the Site one 18 hole golf course with appurtenant facilities, 851 single-family residences, a water treatment facility, pedestrian pathways, and a potentialrecreation center on 563.34 acres."

1.2 age 8, Section 4.1 (Development of the Site — EntitlementApplications for the Project), Paragraph Two: The second sentence of ParagraphTwo is hereby deleted and replaced with the following: "Subsequent phases mayinclude 851 single-family residences, a water treatment facility, pedestrianpathways, and a potential recreation center."

1.3 age 10, Section 5.3 (Project Approval —Exhibits), Paragraph One:Section 5.3 is hereby deleted in its entirety and replaced with the following: "Thefollowing exhibits are attached to this Second Amendment and are incorporatedinto this Agreement by reference herein:

Exhibit escriptionExhibit A egal Description ([DATE])Exhibit B pecific Plan ([DATE])Exhibit C roject Master Plan 96-910 ([DATE])

` 1-0 the extent that these exhibits to this Second Amendment conflict or arcinconsistent with, in whole or in part, exhibits or other provisions of theAgreement or the First Amendment, these exhibits, as part and parcel of thisSecond Amendment, shall supersede such prior exhibits or provisions.

2" Amendment to DA - Indio Land Ventures/SunCal (Terra Lago)Page 3 of 8529506.1

Area 2, not Area 1 and this DA.

"Scienter"


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1.4 age 19, Section 14.0 (Notices), Paragraph One: The sub-paragraphbeginning with "If to Owner:" shall be deleted in its entirety and replaced with thefollowing:

1' to Owner: Indio Land Ventures, L.L.C.Attn: Gary Williams74-130 Country Club Drive, Suite 101Palm Desert, California 92660Telephone: (760) 601-3401Facsimile: 760) 601-3423."

The sub-paragraph beginning with "If to Developer:" shall be deleted in itsentirety and replaced with the following:"If to Developer: unCal Companies, Inc.

Attn: Stan Brown, Division President1250 Corona Pointe Court, Suite 210Corona, California 92879Telephone: (951) 271-3802Facsimile: 951) 271-3852

With a Copy to: SunCal Companies, Inc.Attn: Bruce Cook, Esq., General Counsel2932 Morse AvenueIrvine, California 92614Telephone: (949) 777-4080Facsimile: 949) 777-4280."

2. onsideration. he parties agree and acknowledge that the soleconsideration to SCC and ILV for entering into this Amendment shall be the rightsand entitlements of Developer and Owner, respectively, as set forth in theAgreement, including the vesting of project rights for the term of the Agreement.3 stoppel. City hereby certifies to SCC that there are no uncured faults ofDeveloper under the Agreement. Further, the City hereby certifies to ILV thatthere are no uncured faults of Owner under the Agreement.4 ecitals. The foregoing Recitals are true and correct and are herebyincorporated into this Amendment, together with all definitions contained andexhibits referenced therein, by reference.

2"d Amendment to DA - Indio Land Ventures/SunCal (Terra Lago)Page 4 of 8

5:'9506.1


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RADevelopment Impact Fee Increase Exemption and Storm Drain Fee

Specification as to Project.In light of the extensive benefit to the public welfare conferred to City and itsresidents in general, and to homeowners residing within the Project in particular,the City hereby ratifies the DIF Increase Exemption Language as stated in theCID Agreement, and through this Amendment, hereby vests in ILV and SCC,Fen inactive to their commencement of the Project's development, the rightsspecified in the DIF Increase Exemption and Storm Drain Fee SpecificationI .anguage.6 ull Force.Except as modified hereby, all of the terms, covenants and conditions of theAgreement remain unmodified and in full force and effect, and the parties herebyratify the Agreement, as amended hereby.

SIGNATURES AND NOTARIAL ACKNOWLEDGMENTS FOLLOW

2" Amendment to DA - Indio Land Ventures/SunCal (Terra Lago)Page 5 of 8

529506.1


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RAF=IN WITNESS WHEREOF, the undersigned have executed this

Amendment as of the day and year first above written."( ITY OF INDIO

a California municipal corporation

Date: y:BEN GODFREYMayor

A test:

CYNTHIA HERNANDEZ,City Clerk, CMC

Approved as to form:WOODRUFF, SPRADLIN & SMART

EDWARD KOTKINCity Attorney

DEVELOPER UNCAL COMPANIES, INC.a Delaware corporation

Date: y:Stan Brown, Regional President

"OWNER" NDIO LAND VENTURES, L.L.C.A Delaware limited liability company

Date: y:Stan Brown, Regional President

2 n d Amendment to DA - Indio Land Ventures/SunCal (Terra Lago)Page 6 of 8529506.1

Indio Land did not own any property in Area 1. That is why the Appraisal

for Area 1 used bogus selling prices of finished lots but did not deduct

$14,500 in finished lot

Credits.


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S ATE

HillsDA Redo2nd Amendment AllNotes

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