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INDIO CITY COUNCIL AGENDA REPORT June 20, 2007

TO: FROM: DATE: Glenn Southard, City Manager Stephen Copenhaver, Community Development Director June 20, 2007

SUBJECT: Continued Public Hearing Second Amendment to Development Agreement 96-8-10 and Assignment and Assumption to Indio Land Ventures, LLC (Continued from May 16, 2007 and June 6, 2007) SUMMARY
That is because the 2005 attempt failed. However the City collected impact fees. Minor revisions only added 635 Homes and 831 homes.

SunCal Companies, the master developer of the Terra Lago development project which is currently under construction is requesting that the City Council approve an annexation of the second phase of the development into the existing Development Agreement. In addition to the annexation, SunCal Companies is requesting approval of minor revisions to the Agreement to facilitate the annexation and to allow for an assumption and assignment of the DA to Indio Land Ventures, LLC. The land owned by SunCal which is covered by this Second Amendment is roughly 428 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 Dillon road.

Suncal did STAFF RECOMMENDATION not own a single property in Area 1 That the Council: Suncal did not Consent to the Assignment and Assumption of Development Agreement from LB even have an Golf, LLC to Indio Land Ventures, LLC; and assignment when the CFD 2004-3 2 Adopt the attached Ordinance approving the Second Amendment to was funded. Development Agreement 96-8-10, based on Findings of Fact (waive reading of text and adopt as first reading by title only). I have witness who will say ANALYSIS that corners were cut.

The amendment was most recently continued from the June 6, 2007 meeting to allow staff time to revise the proposed Development Agreement and ordinance adopting the Second Amendment to the Development Agreement. The proposed amendment will allow SunCal Companies, the Master Developer, of the Terra Lago East development to annex the second phase of the development into the Development Agreement which it had failed to do at the time it processed the Terra Lago East
Terra Lago East ("Area 2") approval was based on 2nd amendment. It appears this slight of hand is why area 1 was annexed.

For Agenda

ITEM NO. 6

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

project through the City. If approved, this amendment will extend the approval period of vesting tentative tract maps from five years, as provided by state law and the Indio Code of Ordinances, to the fifteen year term initially approved for the Development Agreement. Therefore, any tentative tract map within the Terra Lago East area would be valid until January 12, 2012, unless the City Council extends the Development Agreement. The proposed Development Agreement and Ordinance have also been revised to include a provision for the limitation of Development Impact Fees to ratify an agreement previously approved by the City Council on May 18, 2005 in conjunction with the eventual approval of Community Facilities District 2004-3. Therefore, the proposed second amendment formalizes a previously approved fee limitation for the Terra Logo East development. The City will continue to receive fees per the previous agreement.
So how does that now change for K-Hov the developer for Area 2.

Four other minor clarifications proposed for the DA are described below. A) Page 3, Recitals, Paragraph Two. The last sentence of Paragraph Two is hereby deleted and replaced with the following: Developer desires to develop on the Site two 18 hole golf courses with appurtenant facilities, a 455 room vacation club, 1484 single-family residences, a water treatment facility, pedestrian pathways, and a potential recreation center on 770.73 acres." This proposed change to the DA is intended to acknowledge the previously approved land uses of the Terra Lago East project i.e. golf course, vacation club, etc. B) Page 8, Section 4.1 (Development of the Site — Entitlement Applications for the Project), Paragraph Two. The second sentence of Paragraph Two is hereby deleted and replaced with the following: "Subsequent phases may include a 455 room vacation club, 1484 single-family residences, a water treatment facility, pedestrian pathways, and a potential recreation center." This proposed change to the DA is also intended to acknowledge the previously approved land uses of the Terra Lago East project i.e. golf course, vacation club, etc. C) Page 10, Section 5.3 (Project Approval — Exhibits), Paragraph One. Section 5.3 is hereby deleted in its entirety and replaced with the following: "The following exhibits are attached to the Second Amendment and are incorporated into the Development Agreement by reference herein:
Exhibit Description

Exhibit A Exhibit B

Legal Description Exhibit Depicting Parcels to be Annexed

To the extent that these exhibits to this Second Amendment conflict or are inconsistent with, in whole or in part, exhibits or other provisions of the Agreement or the 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 provide a new legal description of the properties that will be included within the DA as well as providing an exhibit delineating the subject properties. D) Page 19, Section 14.0 (Notices), Paragraph One. This Section is modified to include the corrected names and addresses of the "owner" and "developer".

Second Amendment to Development Agreement 96-8-10, Assignment Thereof CITY COUNCIL — June 20, 2007 PAGE 3

The Assignment and Assumption will provide a change in the assignee of the lands included in the Development Agreement from LB Hills Golf, LLC to Indio Land Ventures, LLC. Per the provisions of the original DA, if the City Council is of the opinion that Indio Land Ventures, LLC has the financial capability to complete the project, then the City Council should approve the assignment and assumption. Staff is of the opinion that Indio Land Ventures, LLC does have the financial capability to complete the development of the site. ENVIRONMENTAL ASSESSMENT Neither the proposal to add properties to the Development Agreement, nor the ratified fee limitation will modify existing land use designations or development regulations. There will be no impact upon the environment beyond those analyzed at the time of the original approval. Therefore, staff is of the opinion that pursuant to CEQA, more specifically California Administrative Code Title 14, Section 15168(c) (2). that the Council's past CEQA findings were correct and that the Amendment requires no new environmental analysis. PLANNING COMMISSION RECOMMENDATION This item was initially heard by the Planning Commission at its March 28, 2207 and was continued to April 11, 2007 meeting. Questions raised by the Planning Commission regarding this amendment included a clarification on what development was included in the time share portion of the site, what water treatment facility was Wow. Booster Station included in the development and what was addressed in the Riverside County Recording Document 399083. It was explained to the Planning Commission that the So if Area 1 time share project included in the site is the Trend West (Worldmark) vacation club, money was used the water treatment facility is a water booster that the developer constructed, and the it is illegal use. County Recording Document in question was a previous Assignment and But what else is Assumption of the original Development Agreement.
new.

The Planning Commission subsequently voted 5-0 to recommend approval of the amendment and took no action on the Assignment and Assumption as that is an item subject to the sole discretion of the City Council. PUBLIC NOTICE A 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 300 feet on May 1, 2007. LEGAL REVIEW The City Attorney prepared the Amendment and Assignment. ALTERNATIVES 1. That the Council deny approval of the amendment and the assignment and assumption based upon a finding that the Indio Land Ventures, LLC does not have the financial capability to carry out the development.

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

Submitted by:

Prepared by: (~

Stephen Copenhaver Community Development Director

Steve Walker Principal Planner

List of Attachments:

A. B. C. D. E. F. G.

Development Agreement 96-10-8 First Amendment to Development Agreement Second Amendment to Development Agreement Ordinance Assignment and Assumption of Development Agreement to Indio Land Ventures, LLC March 28, 2007 and April 11, 2007 Planning Commission Minutes April 11, 2007 Planning Commission Staff Report (without attachments)

ATTACHMENT A Development Agreement 96-8-10

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Certified to be a true and correct c opy of DEVELOPMENT AGREEMENT SEPTEMBER 18, 1998 Recorded As Instrument No T399082 of Official Records of .RivERsi-DE ) .7 County, California Ely FIDELITY NATIONAL TITLE CO.

(Above Space for Recorder's Use Only)

DEVELOPMENT AGREEMENT

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

alifornia municipal corporation ("City"), PAUL AMES, trustee ("Owner"), and kNDMARK GOLF COMPANY, an Arizona Corporation ("Developer") and is ,ade with reference to the following background facts and circumstances: TABLE OF CONTENTS . section 1.0 Binding Effect of Agreement Section 1.1 Relationship of the Parties 'E-lection 2.0 Terms Sec.tion 2.1 Effective Date Section 2.2 Term of Agreement Section 2.3 Approval of Tentative, Final or Parcel Maps Section 3.0 Description of Real Property 3coti on 4.0 Development of Site Se.'tion 4.1 Erititloment Applications for the Project 3 6

6
7 7 7 7

7
8 8

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

9 n 4.2 Proit f-,,r Development 9 ct- rir 4.; Pertnittec117,:cs 9 ct- )1-1 Contariencet neitt. of Construction Activities 10 et -in 5.0 Pro; itet Al jmval 10 of Use *. Ct. .5.1 Dtiraty of intensity 10 i In Term or Approvals 11 Sk,..0. on 5.3 Exhibits 11 Sectr,,in 5.4 Water 11 Sect-on 5.5 Off Site Improvements 12 Seen on 6.0 Reservations and Dedications 12 Sect on 7.0 Processing of Applications and Permits 13 Sec ion 8.0 Building Permits 13 Secion 9.0 Design Review 13 Section 9.1 Easements 14 Sec- ion 9.2 Assignment 14 Secdon 9.3 Periodic Review of Compliance 15 Seci.on 9.4 Amendment or Cancellation 15 Section 9.4.1 Insubstantial Deviation 15 Section 9.4.2 Annexation of Adjacent Properties 15 Section 10.0 Vesting of Property Rights 16 E, 1c.:{. lion 10.1 General Statement. 16 Seittion 10.2 Existing Rules to Govern 16 Set.ttion 10.3 Exclusions for "Existing Project Regulations" 17 Seetion 10.3.1 Building Codes 17 Section 10.3.2 Procedural Rules Federal Law or Se . .t.tion 11.0 Succession of Agreement by Changes in State 17 17 ..tion 11.1 Written Notice - 17 St tttion 11.2 Promptly Meet and Confer 18 Seetion 12.0 Indemnification During Construction 18 Section 13.0 Enforced Delay and Extension of Times of Perforniance 19 S, c.tion 14.0 -Notices 20 S t,2,Lion 14.1 Breaches and Remedies 71 S tc.tion 14.2 Reference 21 S tcoon 14.3 Voluntary Arbitraticin 23 S..tctt on 15.0 Entire Agreement 23 -ction 16.0 Severability 23 -et ion 17.0 Attorney's Fees -:.'ction 18.0 Counterparts. :tC7ion 19.0 Acceptance of Agreement by City ection 20.0 Estoppel Cerrificate.cli n 21.0 Encurahrances on Real Property - .ecticn 21.1 Discretton to Encumber . ec'Thn 21.2 'N'Iortgat, ..;e Protection teetion 21.3, Nlorttee Not Obligated
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of Default ti•122.0 Fnk.,1- c.emen, Costs n 23.0 Coinatunity Facilities - Public Safety n ;,..3.2 Limitations :--erti( • n 174.2.1 New Development tywicle . ' ;ecti(,n 23.2.3 Uniformity :::-:.ecti( in 23.6 Utilization of Funds Section 24.0 Community Facilities - Parks and Recreation Fees .'",ectiLin 25_0 Plan Check Fees

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RECITALS Whereas, 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 of real 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 Code SecLion 65865, City has adopted a development agreement resolution establishing prc.::.eclures and requirements for the approval of development agreements. Whereas, City desires to enter into this Agreement with Owner and 'Developer in to 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 Specific PI 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 appurtenant a 400 room resort hotel (18 acres) and 500 unit residential development (45.5 all in accordance with The Hills Specific Plan (the "Project").

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

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hereas, City has li'retofore adopted and has now in effect its General Plan (City of Cimeral l'an 2_020), hereinafter the "General Plan", in connection with which eritz al Plan City approved an environmental impact report. Owner, Developer and City letermined that the Site is suited to development as a recreation and resort complex _i_sidential development. City has given notice of its intentionto adopt this proposed Ago: ernent, has conducted public hearings thereon pursuant to government Code Section 658t,7 and City's development agreement resolution, and has found that the provisions of this Agreement and its purposes are consistent with the objectives, policies, general lane uses and programs specified in City's General Plan. Whereas, as permitted by law, City, Owner and Developer desire to establish design and development standards for the Project, the permitted uses - for the Project, and to ide.-rtify the scope of improvements to be required for, and as a result of, the Project and, v,,i-ore appropriate, to provide for the waiver of payment of certain fees; and Whereas, on No-'ember 13, 1996, the Planning Commission and the City Council, in a oint session approved Specific Plan (SP 96-8-7), Project Master Plan (PMP 96-8-10) E'tvicorimental Assessment (BA 96-8-370) and Design Review (DR 96-8-7) which cover t're She, known by the name The Hills Golf Resort; and Whereas, tievelc.Tment of the Site requires the construction of substantial public and tivate improvements, many of which improvements will benefit both the Project and ,trrc-,undirT, areas. Certain development risks and uncertainties associated with the long1 -tn nature of :he Project, including the cost of these public improvements, could tiscourage and deter Owner and Developer from making the long-term commitments le,:essary to at:ye:1(T the Project en the Site'; therefore, the parties desire to enter into this
.orw. Draft !)evelopment Agreement, 1/1 3/97,11:11 AN1

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orckr to reduce or eliminate uncertainties to such development over which

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

- ations of City ,

survive beyond the terms of the present City Council

iieinhers 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, the City`? 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 future late The terms of conditions of this Agreement have undergone extensive review by City and its Council and have been found to be fair, just and reasonable, and City has con .luded that the pursuit of the Project will serve the best interests of its citizens and the pubic health, safety and welfare will be best served by entering .into this obligation. City
a,;;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 to pr( 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 of l.'veloper's ability to expeditiously and economically complete the development effort, ai the parties armee that the consideration to be received by. City pursuant to this
the

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rights secured t,,) Developer thereunder constitute sufficient -

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

(N i Rv.so:t 7:raft Deviopfnent Agi ['NI-If:I-It, 1/13/97, 11:11 AM o':

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ring into „his Au,teement, City desires to vest in Owner and Developer certain

t'i.evelcoment entitlements as specified in this Agreement.

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

- ,ec.l.ion 1.0 Binding. Effect of Agreement. The Agreement pertains to the Site as 1 described in Exhibit "A". The burdens of the Agreement are binding upon, and the bent 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 provide zont: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 of the Site be changed in minor respects by lot line adjustments, this Agreement shall not the. •eby be deemed to have been affected or invalidated but the rights and obligations of the parties and their successors shall remain as provided herein. Section 1.1 Relationship of the Parties. • It is hereby specifically understood an..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

./..11..1 in cora , - ction herewith :;hall be construed as making City, Owner and uer joint -ventures or partners. St.ction 2.0 fells.

Section 2.1 Effective Date. The "Effective Date" of this Agreement is the date shown on the signature page hereof. Section 2.2 Term of Agreement. The term ("Term") of this Agreement 'is nfteen (15) years from the Effective Date, subject to earlier termination or extension as -ie..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. Such exten-;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 map prep :red with respect to the Site, shall be effective for a period equal to the period this Agr. -ement remains in effect or as it may be extended. Notwithstanding that one or both of tie parties believe that under applicable law, the provisions of this Agreement shall not tte 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 time q. 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 of he project or :i_ny snitAure to he constructed within the Project. Section ..1 ).0 Description of Real Propertv.

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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 the
spec. - tic Plan and on November 13, 1996; adopted a Mitigated Negative Declaration which, by reference, shall be incorporated into this document. the City has approved the Specific Plan, Project Master Plan, Environmental Asst_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 complex and a 500 unit residential development. -The Project shall be developed on the Site in acc )rclance with the provisions of the Specific Plan, Project Master Plan and Design except for such changes which may be mutually agreed upon between Developer City, after the appropriate review process. Developer will submit an application for approval 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 tentative m for future phases of the project provided they substantially conform to the

pr_: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 provisions the Specific Plan. The project shall be developed on the Site in accordance with the

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DevciDpinc!rtt AguLTItient,1 /1 3/9 7, 11:11 AM

- eci PIvIP, a R, and tentative maps except for such changes as are mutually agreed
• , etween Developer and City. Section 4.2 Procedures for Development. The 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 r to the provisions hereof and to the Specific Plan 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 retain the :•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 uses inc].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 hotel rela:.ed commercial, and any such other commercial uses as proposed by Developer, and app•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
Ilc‘elopnieut Acgrcemc.ot, 1/1 3/57, 11:11 AM

ildls Golf ;!,,sort

hairiers and fences and appurtenant structures and will be irpbted within two years of betrinning golf course grading. tion 5.0 Project Approval. :s ppm k d Section 5.1 Density or Intensity of Use. Under the. provisions of the The following elements of the Project are hereby

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 within iteside,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 transfer ifom 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 the Spec - fie Plan, subject to the definitions and the allOwable exceptions as contained in the Spec do Plan. The parties agree that the maximum densities for the permitted uses of the site hall he as specified in the Specific Plan and on land use maps which are a part of the apprt_ival process, except for such changes which may be mutually agreed upon between Dev -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. The following exhibits are attached to this Agreement

tit In.:-.orporated by re f:erenet herein:
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Description Legal Description Specific Plan (November 13, 1996) Project Master Plan (November 13, 1996) Water. In order to develop the site as contemplated by

provisions of this agreement, developer may be required to construct water improvements that \--\ 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 .Lit- 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 site tteimitursement items shall include reservoirs, booster stations, -domestic wells, etc. if these appurtenances are required by the City for this development. Section 5.5 Off 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 Site out :• so other properties within the area covered by the Specific Plan. It is the obligation City 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, as app:-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-way c tishion 00,-;ts, deit, nlengineering and construction. Further, the City shall assist tlovtr with thc establishment of reim'nursement contracts and/or other such available
h GrAf Or-;;Ft 021,-:1(Tint- nt !...grecnic.nt, I/13.197, II:11 AM

, :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 no ations 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 diligently proct ss all applications for pennits or other entitlements with respect to the Project and the 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 any Tee fic improvements proposed for the Project pursuant to the applicable provisions of 1.11e 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 which Id 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 the rt. Eect pursiint to t!le. applicable provisions and procedures of the Specific. Plan;

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21 -nent, 1/13197, 11:11. AM Dev,InprTILmt kgre,

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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. City shah 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 easements within the Site necessary or appropriate to the development of the Project and if any such east 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 necessary or 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 transfer all or any portion of the Site to other individuals or entities for development. Such ptrehasers, assignees, transferees or leases of all or any portion of the Site are herein co lectively referred to as `Assignee". Subject to the City's approval rights. mentioned be 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 all of 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 form i.tsonahly acceptable to City) assuming Developer's obligations under this Agreement as ey clate lo the rights being assigned by Developer to such Assignee. Upon any such
r!s R.:'sort 13 •

I.-1E.velopracnt .A.gr-enient., 1 /1 3/97, 11:11

sun ;)tion, the :ssignor shall be released from any and all rights and obligations under i 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 an s _5 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, Developer must 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 the yeas: >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 or can . el-A in whole or in part only by mutual consent of the parties or in the manner pro..-ided in Government Code Sections 65865.1 or 65868. insubstantial Deviations. Any insubstantial deviations from the ;s this Aueement do not require an amendment to this Agreement. -Before any •

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

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TZ.{..(ort Dr aft UL.\'t!l(Trr=t 1.4Tc:2u-it-Fit, 1/13/97, 11:11 AM

. c to 'plated cle,iation. Such deviations which are not consented to will require bm siori to the amendment process. 9.4.2 Annexation 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_ development nvis on.ed by this Agreement. 0.0 10.1 Vesting of Project Rights. General Statement. As a material inducement to Developer and its

lencicrs to continue with diligent efforts to promote the development of the Site, City agre,.:s that the General Plan, the Specific Plan, the zoning classification and applicable dev::loprrient standards are to be deemed vested in Developer as of the date of this A.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 Design Rev ew, and the applicable zoning as they relate to the Site, unless approved by the De\ ,_leper. 10,2 Evistine 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 continue to apply notwithstanding the development of the Site as
51.11 AM

rlt•vE:loptrm:nt Ahrcc meet, 1113/97,

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 in his %.,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 classification rid 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 Charter Anu ndment or Initiation Measure and no such agreement, revision or addition shall be effetive or enforceable by City with respect to the Project. 10.3 Exclusions from "Existing Project Regulations". As used herein,

"Ex sting Project Regulations" shall, not include municipal laws and regulations which con 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 in occ ,Ipation of any portion of the Site shall comply with such non-conflicting laws and rea•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

wilding Codes.

building, electrical, mechanical, fire and

.11: dial- codes based upon uniform codes incorporated by reference into the .city of Indio M Code, and; 0.3.2 Procedural Rules. c: procedural -rules applicable to land use

ipplicatiens relating to the Project; provided, however, the City may not,

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

Jr ,.,

guise

being a procedural rule, change a procedure or procedures that are

virlY3 E :41f:cifIca in the approved Specific Plan. Succession of Ap_;a_•.ernent by Chances in State or Federal Law. In the event r 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 or i,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 Written 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 Promptly Meet and Confer. Promptly meet and confer with the other

c., arty- in good faith and make a reasonable attempt to modify or suspend this Agreement a 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 upon ,

leis 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 the

pan .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 Indemnification During Construction. During the period of construction

IL-, Site and until such time as City has issued a Certificate of Completion with respect cw.f- P.•-‘;cirt
nevclopm ,_mt 1/1.7 197, 11:11 Alit 17

!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 all Habiill.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 of City, or its agents, officers, servants, employees or contractors. City shall not be espy ns'.ble for any acts, errors or omissions of any person or entity except City and its i.s.;c,r_y_s, officers, servants, employees or contractors. 3.0 Enforced Delay and Extension of Times of Performance. In addition to

spec: tic proyisions of this Agreement, performance by Developer thereunder shall not be leer ied to be in default where delays or defaults are demonstrated to be due to act of God, war, acts or omissions of City, acts or omissions of third parties which are not a part y. to this Agreement, including but not limited to, other governmental agencies, the imp..: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 t.ol of Developer. ) structures on the Site, or any other causes beyond the reasonable extension of time in writing for any such cause shall be granted

y (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 the vi,,ions paragraph shall imply that the parties believe that under applicable law, -- 18

1' Hirs (2,01117-?sort

Aft Dt'velr.Tinctit Agicement, 1,13/ 97,

11:11 AM

r. t; .e .rovisior,s of

A.gr,eernent may be affected by an injunction or moratorium or

1:1(..:r - no j-owtl or "sic \N growth" measures. 11.0 Notccs. All notices or other communications required or permitted

lterer.nder shall be in writing and shall be either personally delivered (which shall )1cluce delivery by means of professional overnight courier services which confirms ectii 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 the folio- ing addresses or numbers: If to City: City of Indio 100 Civic Center Mall Indio, California 92201 Attn.: City Manager and City. Attorney Telephone: (619) 342-5680 (619) 342-6556 FAX: George Paul Ames 81-711 Highway 111 Indio, California 92201

to Owner:

!f 10 Developer: Attn: President Landmark Golf Company 74-947 Highway 111, Suite 200 Indian Wells, CA 92210 Telephone: (619) 776-6688 FAX: • (619)77676686

sent in accordance with this paragraph shall be deemed delivered upon tb.e next . day bus. nes.s (i) the date of delivery as indicated on the written confil,nation

of teliyery of sent by overnight courier service); (ii) the date of actual receipt (if :iL deF vered by other means); (iii) the date of transmission (if sent by telecopier •

1Is C, tf Pcsol t 11; :1ft nn

In 3/9 7, 11:11

Am 7

-19 -

r

n'_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 Breach and Remedies. Notwithstanding any provisions of this

Agrc.:,.!ment to the contrary, Developer shall not he deemed to be in default under this Agrc.: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 to

Dev,loper which shall specify the nature of such default. If such default is not cured by Developer within sixty (60) days after receipt of such notice of default, nor with respect to d :faults which cannot be cured within such period, Developer fails to commence to cure 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 tewiinate De‘ doper's rights under this Agreement as its exclusive remedy. In the event a breach of this Agreement occurs, irreparable harm is likely to occur to the non-breaching party and dan.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 are dr.- 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 an

ilp;.ropriate action for specific enforcement of the Agreement and not by a claim or action roi monetary damages. 14 Referenc...e. It is the desire of the parties to quickly resolve any dispute

ai -1 with as little expense as possible. Accordingly:

C.

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

14.3

Voluntary Arbitration.

Each 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 hereinafter ierm 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 person ick.. -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 for L.ppontment of an Arbitrator. The Arbitrator shall be appointed to sit as a judge, with all the pt.iwers of a judge. Each party shall have one (1) preemptory challenge, pursuant to -P Within 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 parties mutually 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 and faninbie Evidence. The parties shall mutually exchange any and all documentary evid 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 exchange each 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 petition ibe Arbitrator by written motion and seek the Arbitrator's permission to conduct said er' Within ten (10) days of the close of the Arbitration hearing, the Arbitrator

'Rc.sort

ft

Agreement, 1 /13/97, 11:11 AM

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 suit Superior (..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 Court o 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 not cd 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, dispute rJr ci tim and clearly stating it in a claim. 5.0 Entire Agreement. This 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 with heft in or the duties of any party in relation thereto, not expressly set forth in this
Ag ,-L . einC.nt,

is null and void. Severabilitv. if any term, provision, condition, or covenant of this

1(1.0

cement 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 such
Cr. 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

nad provr-!• :n of th.s Aprcement shall be valid and enforceable to the fullest extent c =I by Irby
i 7.0

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

e.

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 costs nail red in such action or proceeding, without regard to any rule of court or schedule of such 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 Counterparts. This Agreement may be executed - in one or more

counteiparts, each of which will be deemed an original, :but all of, which constitute one and the same instrument. 19.0 Acceptance of Agreement by City. This Agreement, when executed by

Dc-, eloper and delivered to City, must be authorized, executed and delivered by City within thirty (30) days after the date of signature and submission by Developer to City, or ac
I

later time as the parties may agree, or this Agreement may be terminated by
on

1 )e • sloper

v,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 for below. .1).0 ( EstoPPel Certificate. City shall, at any time and from time to time within a IT! r
c“di

of written notice from Developer so requesting, execute,
P-; art FIL.,,z,lirdr-L-2nt Agz- L-2mL•nt, :!/13./!;;',/, 11:11 AM

.,wleclge and deliver to Developer a statement in writing:

(I) certifying that this

Agri. Anent is unmodified and in full force and effect (or, if modified stating the nature of such 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 of Dcv doper hereunder or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrance of all or any,portion of the site. 2'1.0 21A Encumbrances on Real Property. Discretion to Encumber. The parties hereto agree that this Agreement

shall not prevent or limit Developer, in any manner, at Developer's sole discretion, from enc , .unbering the Property or any portion thereof or any improvements thereon with any
rnortP_.aP.e,

deed of trust or other security device ("Mortgage") securing financing with

nes' , cct to the Site. The City acknowledges that the lenders providing such financing may :Tee l certain 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 any sue 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 and as:- !grit. ("Mo:-tgagee) shall be entitled to the following rights and privileges. 1 .2 Mortgage Protection. This Agreement shall be superior and senior to

of 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 good h and -for value,and any acquisition or acceptance of title or any right or interest in or

': it?; (.;c11 - Ps.2, :crrt T) ,.:{t

.21opmcnt

1/13/97, 11:11 Ail

1j,

•. I. 10 the Site or any portion thereof by a Mortgagee (whether pursuant to •a e 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 Mortit-af ee Not Obligated. Notwithstanding the proyisions of Section

1-.0 Mortgagee will have any obligation or duty under this Agreement to perform the c, 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 performance 1. -nereo shall continue to be a condition precedent to City's performance thereunder. 21.4 \N-7ritten Notice of Default. Each Mortgagee, shall be entitled to receive

rite notice from the City of any..default.by Developer under this .Agreement, if such fait 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 such iotic, 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 this imeut as its exclusive remedy. ) Foreement 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

111N•elopment. A , t- cement, 1/13/97, 11:11 AM ---

•0 :13 I cx

Community Facilities - Public Safety. Trurrirt 1 fees. In an effort to mitigate the impact of the Project on

rise 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 residential

Awc.Thrig unit, payable at the time Developer is issued building permits to construct such dwell -rig units. 23.2 Limitations. City agrees that the public safety impact fees imposed

', :y paragraph 23.1: 23 2.1 New Development. shall be imposed only on new development and nat on existing structures; 23.2.2 Citywide. shall be imposed only if .such.fees .are imposed on all

new 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 is Aded from imposing such fees by reason of a pre-existing development agreement or Abe] vested right in a developer; 23.2.3
it}- wide,

ay.

shall be imposed uniformly on a development

so that there is uniformity of rates for like properties. Utilization of Funds. The utilization of funds set forth in this Section

23.3

and he determination of "public safety purposes" shall be at the sole discretion of the

ri

(

uncil of the City of Indio. ! _ ':immunity Facilities- Parks and Recreation. This Agreement

!4

ad: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
"6

(7 .;!:)! Cr %ort 1):. 11

1.1n clot-Inv:11 t

A.

gretmcnt, 1 / 1 3;97, 11:11 AIV1

00

mpict

-for the initial phase of the project (golf course, clubhouse,
Fara :- ': -11CIIITCS).

-ianee F:i0: 11 8" LU
0 Hal]

Check Fees.

The Developer shall be obligated to pay plan check

s.:1 11-x event that an initial fee deposit is insufficient to pay fore the actual cost of i;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 day first above written.

• (:IFY"

CITY OF INDIO, a California Municipal Corporation

e Date:

, 19
ATI

'77

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

,1 s

rt DL, vtlupin:Tit ,A.;, , re(•ment, 1,13197, 11:11

---

EVELOPER-

LANDMARK

GOLF Co.

r.)y 1. -It -:-;€1c)ry- r: at... '. i - s Sul -,rn't.7.si., .. .i-ri . \. . -.•• 1 , _ , ...., \z .....i.:t..,. L, : I /1 i" i -' ii i l r 4 ,_,.. 1 - -i.) Prcsid:_-.rd

'lie Hills Golf Resort Draft Developrnerrt _&greErnera, 9/15798, 11:51 ia,t4

• 78

-.•t.t.iFORkila ALL-PURPOSE ACKNOWLEDGMENT

No. 5907

/b- TE

NAk.. FITLE OF OFi ICER -

DOE.NOTARY .(

c ,1 en ally known to me - OR -

1

(LA_ d

/ , =1 4/_7

)•

NA6IE15) Oi S,JCNEFItS).

LJ proved to me on the basis of

wi t

EVELYiN C. CLARK COMM. # TaaR3FA Notary PubEc Calfocia RNERS1DE COUNTY My Comm. Expires SEP 7.199e

satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official, seal.

SIGNATURE OF NOTARY

OPTIONAL
Thoug 1±.e
k ata beIOW,v is rot required by law, it may prove valuable to persons relying on the document and could prevent re .ittF_Ghrnent of thts form.

CAP/Xi-FY CLAIMED BY SIGNER
JAIL

DESCRIPTION OF ATTACHED DOCUMENT/

TITLE OR TYPE OF DOCUMENT
M,_F(S)

LI;VITED GENERAL

Li

!N-FPC i D3)

NUMBER OF PAGES

VCONS-E-PlATOR
DATE nF DOCUMENT

C~cc
SIG:/E;

//1)72 2 ()Ds

r /7

SIGNERS) OTHER THAN NAMED ABOVE

..00 111"
.013C'Ej-71Z.;4 n3 •.]A1 IONA!. NOTATe P.7SOCIAI C..)ki • 5235 Fie ['me'. Ave., P.O. Dox 7184 • Canoga Park, CA !..

TA E OF CALIFORNIA ) )1_1 \ITY OF RIVERSIDE

)n

b

4, 1 ( CLr?

,

before, (name of notary) , a notary public, personally appeared

0 v2_

, personally knowa to me (or proved to me on

the 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 in Ms/Ler/their authorized capacity(ies), and that by his/her/their signature(s) on the Instiurnent the person(s), or the entity. upon behalf of which the.person(s) acted; executed the ilstrument.

WITNESS my hand and official seal.

ROLL RT A. LYMAN # 992617 Nofcr/ P iblic— California pIVLIPSID 7 r. COUNTY Expires APR 26, 1997

1 / 1 3'97, 11:1 1

-

a,9

SI"A !

it :AU-IVA:MA RIVERSIDE )

D

niar
_._

1

before, (name of notary)
i

f

oink,

VI 116r
(K:

, a notary public, personally . appeared

ef L;
Insi, ltntei

, personally known to me (or---proviateel-to-me on the •

batii-of--s-ati-scacter5=c.-videliee)-to be the person whose name
.1.1d acknowledged to me that

X. subscribed to the within

e/tVy executed the same in

auttl!Jrizt- -1 capacity t.$), and that b)

1)6r/t it signature on the instrument the personA

or the ztn! ty upon hiialf of which the person acted, executed the instrument.

1;\ ITNESS my hand and official seal.

laWr

-

STEFAN! L. MfLLER 12/14n:4,. Commission # 1149582 rtiZe a,.. ..,,11 0 Notary Pubfic- California ??. RIVERSIDE County ;;;;

12389-01
-

II!,

41.)

RH-MT-RED TO IN REPORT IS SITUATED IN THE STATE OF COUNTY OF RIVERSIDE AND IS DESCRIBED AS FOLLOWS: -

PAL(.1,11. 1: f:. - (y ,,,ER.,-.11\itNT DDT 2 IN THE SOUTHWEST QUARTER OF SECTION 7, 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND TO MEMDI 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; .AS CONVEYED TO THE. UNITED STATES OF AMERICA BY DEED RECORDED FEBRUARY 24, 1950 IN BOOK 1149, PAGE 544 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 7, TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT 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 A RADII OF 829.93 FEET AND A DELTA OF 17° 17' 28" LEFT, A RADIAL LINE BEARS SOUTH 39° 35' 30" WEST FROM THE EASTERLY END OF SAID CURVE; NORTH 67° 41' 58" WEST, 1071.60 FEET, 351.38 FEET ALONG A CURVE IEFT, 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 WEST TINE 4 )F SOUTHEAST QUARTER OF SECTION 7, SOUTH 0° 16' 48" WEST 1 37.0,', FEET, ALONG THE WEST LINE OF SOUTHEAST QUARTER OF SAID SI:CTION 7, NORTH 89° 35' 40" EAST 2663.83 FEET ALONG THE SOUTH LINE Hi) SECTION 7 TO SAID POINT OF BEGINNING.

Nt I '. (

I . S8°9-01

T.11AT 'C.)KII01\,1 OF THE NORTHEAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND lvIERIDIAN, AS SHOWN BY UNTIED STATES GOVERNMENT SURVEY, LYING NORTHERLY AND 'NORTHEASTERLY OF THE ALL AMERICAN CANAL RIGHT-OF-WAY, 300 FEET WIDE AS SAID RIGHT OF WAY IS REFERRED TO THAT CERTAIN DEED RECORDED JULY 22, 1949 IN BOOK 1096, PAGE 103 OF OFFICIAL .',-CF,CORDS OF RIVERSIDE COUNTY, CALIFORNIA. • PARCEL 4: THAT PORTION OF THE NORTH ONE-HALF OF THE NORTHWEST ONEQUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING NORTHEASTERLY OF THE ALL AMERICAN CANAL RIGHT-OF-WAY, 300 FEET WIDE, SHOWN AS PARCEL C(1-408 ON U.S. GOVERNMENT LAND MAP DATED MAY 3, 1946; SAID RIGHTOF-WAY I S ALSO REFERRED TO IN THAT CERTAIN DEED RECORDED JULY 22, 1949 IN BOOK 1096, PAGE 103 OF OFFICIAL RECORDS OF RIVERSIDE • COUNTY, CALIFORNIA. PARCEL THE NORTH ONE-HALF OF GOVERNMENT LOT 2 IN THE NORTHWEST ONE-QUARTER OF SECTION 18 ACCORDING TO THE OFFICIAL PLAT THEREOF FOR TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. F'PTING THEREFROM THE SOUTHERLY 100.00 FEET THEREOF. ALSO 'EN CEPTING THEREFROM THAT PORTION LYING NORTHEASTERLY OF THE SOUTHWESTERLY LINE OF THE ALL AMERICAN CANAL RIGHTOF-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 IS ALSO REFERRED TO IN THAT CERTAIN DEED RECORDED JULY 22, 1949 . 111 1;0 K. 1 PAGE 103 CF OFFICIAL RECORDS OF RIVERSIDE COUNTY, I. -F KCEPTP:TG THEREFROM THE WESTERLY 30.00 FEET THEREOF.

3

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. 12389-C1

111 H‘k._17 -1. 1 I ONI-1-IAL.,f. (4 THE NORTHWEST ONE-QUARTER OF SECTION Cir.( R1 -.-)ING TO THE OFFICIAL PLAT THEREOF FOR TOWNSHIP 5 SCA.IT1-1, RANGE 8 EAST, SAN BERNARDiN0 BASE AND MERIDIAN, IN THE j OF RIVERSIDE, STATE OF CALIFORNIA.. LX(.EPT NG THEREFROM THAT PORTION OF THE NORTH ONE-HALF OF GOVERNMENT LOT 2 IN SAID NORTHWEST ONE-QUARTER OF SECTION 18 LYING NORTHERLY OF THE SOUTHERLY 100.00 FEET THEREOF. ALSO EXCEPTING THEREFROM THE WESTERLY 30.00 FEET THEREOF. ALSO EXCEPTING THEREFROM THAT PORTION THEREOF LYING NORTHEASTERLY OF THE SOUTHWESTERLY BOUNDARY LINE OF THE ALL AMERICAN CANAL RIGHT-OF-WAY 300.00 FEET WIDE SHOWN AS PARCEL C-6A-408 ON U.S. GOVERNMENT LAND MAP DATED MAY 3, 1946; SAID RIGHT-OF-WAY IS ALSO REFERRED TO IN THAT CERTAIN DEED RECORDED JULY 22, 1949 IN BOOK 1096, PAGE 103 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO EK.CEPTING THEREFROM THAT PORTION THEREOF LYING WITHIN THAT C ERTAIN PARCEL OF LAND DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE SOUTH ONE-HALF OF SAID NORTHWEST ONE-QUARTER OF SECTION 18; THEN( E. WESTERLY 550.00 FEET ALONG THE NORTHERLY BOUNDARY OF THE SOUTH ONE-HALF OF THE NORTHWEST ONE=QUARTER OF SECTION 18 TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ON A LINT, PARALLEL WITH THE SOUTHWESTERLY BOUNDARY OF THE ALL AMERICAN CANAL RIGHT-OR W.AY" 31a00 FEET WIDE SHOWN AS PARCEL C-6A-408 ON -U.S. GOVERNMENT LAND MAP DATED MAY 3, 1946; SAID RIGHT-OF-WAY IS ALSO REFERRED TO IN THAT CERTAIN DEED RECORDED JULY 22, 1949 IN BOOK 1096, PAGE 13 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TO ME F ',.s F, A_.'Y BOUNDARY OF SAID NORTHWEST ONE-QUARTER OF SECTION T1 E NORTHERLY ALONG SAID EASTERLY BOUNDARY TO THE S( "jT! 'WESTERLY LINE OF SAID All AMERICAN CANAL RIGHT-OF-WAY, .:771 wiDE;

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TI IL- NC NORFI I WE'_-41':.RI..Y ALONG SAID SOUTH WESTERLY RIGHT-OF.- \VA E TO A EINE TIIAT PASSES THROUGH THE TRU.E. POINT OF I;FC:INIT\iNG AND IS PARALLEL WITH SAID EASTERLY BOUNDARY OF THE NORTII WEST ONE-QUARTER OF SECTION I8; SOUTI [ERIN ALONG LAST SAID PARCEL LINE TO THE II-CUE POINT ( ±F BEGINNING.
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PARCET. 7: THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING SOUTHERLY AND WESTERLY OF THE ALL AMERICAN CANAL RIGHT-OF-WAY 300.00 FEET WIDE, AS REFERRED TO AND DESCRIBED IN THAT CERTAIN DEED FILED FOR RECORD JULY 22, 1949 IN BOOK 1096, PAGE 103 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EX( ,LP'i ING THEREFROM THAT PORTION CONVEYED TO MILDRED SU'T'HERLAND, AN UNMARRIED WOMAN, BY DEED RECORDED JULY 22, 1949 TN BOOK 1096, PAGE 103, OF OFFICIAL RECORDS OF RIVERSIDE CO UN't `Y, CALIFORNIA. PARCEL 8: A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTI MAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITED ST.A.TES GOVERNMENT SURVEY, MORE PARTICULARLY DESCRIBED AS FCMLOWS: BD;IN NING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF 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 INTERSECTION 11 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 OR I tiS 't 0 THE _INTERSECTION OF THE SOUTHWESTERLY LINE OF THE ALL A^.1i",RICA,N CANAL RIGHT OF WAY AND A LINE, DESCRIBED AS FOLLOWS --:

5

12389-.C1 !-!•r IN! AT )0THWEST CORNER OF THE SOUTHEAST CORNER OI SOUTI ITAST QUARTER OF THE NORTHEAST QUARTER OF SAID r( 1 !e; TI E NORTHEASTERLY IN A DIRECT LINE AND ENDING AT THE N(. 'R EAST CORNER. OF THE SOUTHEAST QUARTER OF THE N( EAST QUARTER OF SAID SECTION 18; E (3RD COURSE) SOUTHWESTERLY IN A DIRECT LINE TO THE POINT OF BEGINNING. PACE' 9: A PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER AND A PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTI lEAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8. EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY UNITED STATES GOVERNMENT SURVEY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 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 THE NORTHEAST QUARTER OF SECTION 18, A DISTANCE OF 45 FEET; THENCE (2ND COURSE) NORTH- AND PARALLEL WITH THE EAST LINE OF THE, SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 18, 5 FEET; (3RD COURSE) EAST AND PARALLEL WITH THE SOUTH LINE OF VIE 1\ ORTHEAST QUARTER OF SAID SECTION 18 TO A POINT OF INTERSECTION WITH A LINE DESCRIBED AS FOLLOWS: BKI-INNING AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER NORTHEAST QUARI ER OF SAID SECTION 18; VIENCE NORTHEASTERLY IN A DIRECT LINE AND ENDING AT THE NOR1 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 TRUE P,./INT OF BEGINNING. I' :

INTENT ONALL1 030.ITTED.

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1.2.39.-01.

Al OH THE NORTHWEST QUARTER OF SECTION 17, TO\:-';'N.SH IP 5 SOUTH, RANGE 8 EAST, SAN BERNARDINO .BASE AND MER111)1 A HI, LYING WESTERLY OF THAT CERTAIN PARCEL OF LAND AS CON V.F.)-1-',D TO 'HIE CC) _ACHELLA VALLEY WATER DISTRICT BY DEED . RE.C..(_.)RDED ON NOVEMBER 1, 1948 IN BOOK 1023, PAGE 329 OF OFFICIAL RECk .)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 COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE SOUTH ONE-HALF OF SAID NORTHWEST ONE-QUARTER OF SECTION 18; THENCE WESTERLY 550.00 FEET ALONG THE NORTHERLY BOUNDARY OF SAID SOUTH ONE-HALF OF THE NORTHWEST ONE-HALF OF THE - • NORTHWEST ONE-QUARTER OF SECTION 18 TO THE TRUE POINT OF BEG INN IN G; THENCE SOUTHEASTERLY ON A LINE PARALLEL WITH THE • SOUTHWESTERLY BOUNDARY OF THE ALL AMERICAN CANAL RIGHT-OFWAY 300.00 FEET WIDE SHOWN AS PARCEL C-6A-408 ON U.S.•GOVERNMENT LAND MAP DATED MAY 3, 1946 OF OFFICIAL RECORDS OF RIVERSIDE. COUNTY, CALIFORNIA. SAID RIGHT-OF-WAY IS ALSO REFERRED TO IN THAI CERTAIN DEED 'RECORDED JULY 22, 1949 IN BOOK 1096, PAGE 103 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, TO THE 77„L'A."*TE,P LY BOUNDARY OF SAID NORTHWEST ONE-QUARTER OF SECTION 18; NORTEIERLY ALONG SAID EASTERLY BOUNDARY TO THE S.O.I_YITA WESTERLY LINE OF SAID ALL AMERICAN CAN RIGHT-OF-WAY, 300.30 I-EET WIDE; E NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT-OFWA Y I :NE TO A LINE THAT PASSES THROUGH THE TRUE POINT OF BE':_;INNING AND IS PARALLEL WITH SAID EASTERLY BOUNDARY OF THE. N 1.1:al INVEST ONE-QUARTER OF SECTION 18; TI1 EN( .E SOUTIIERLY ALONG LAST SAID PARALLEL LINE TO THE TRUE PI...).[NT OF BEGINNING.

7

.NO (.2EL 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 COACHELLA VALLEY COUNTY WATER DISTRICT, DEED RECORDED DECEMBER 12, 1947; IN BOOK_ 877, PAGE 338 OF OFFICIAL RECORDS. -

8

ATTACHMENT B First Amendment to the Development Agreement

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FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

Thos First Amendment to evelopment Agreement (".Amendment") is made and . , 2003, by and between the CITY OF INDIO, a _7 day of d into this ,3'4 municipal corporation 'City") and LB HILLS GOLF, LLC, a Delaware liability company ("Owner"), and Is made with reference to the following facts 1.!Icl circumstances: RECITALS and LANDMARK GOLF. COMPANY, an Arizona Corporation ej Y, k -Landmark;") entered into a certain "DEVELOPMENT AGREEMENT" dated December 18, 1'1)';.45, effective January 15, 1997, and recorded on September 18, 1998 as flst.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 GOLF CLUB, LLC, a California limited liability company TlIF - .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
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assigned all of its rights, obligations and entitlements under the 1998 .kssianment to Owner, with City consent, pursuant to an the %IFNI ":.',;1) ASSUMPTION OF DEVEI.OPMENT AGREEMENT AND r cIaL1,1 A 7'0(}2 and reoorriL:d April 26, 2002 as Instrument No. 2002Records of Rive.rside County, California ("the 2002 Assignment"). the

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No Treatment eiecl and replaced with the following: "Developer desires to develop on the Site Center for Water. wo h hole g.olf courses with appurtenant facilities, a 455 room vacation club location No booster station.

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Paraizraph Two: The last sentence [)f Paragraph Two is

27-3 Lici:T.$) and 445 unit residential development (36.2 acres)".

How can subsequent 1 2 Paire 8 Section 4,0 Develument of the Site, Section 4.1 Entitlement changes allow 1 ,.ppliation for the Proiect, Paraizraph Two: The second sentence of Paragraph Two is to revert the DA ;iertihy7 deleted and replace with the following. "Subsequent phases may include a 455 and ignore the CFD oom vacation club location and 445 unit residential development. 2004-3 payments.

Estoppel. City hei eby certifies to Developer that there are no uncured defaults of eve.,ope.r under the Agreement t. Recitals. The foregoing Recitals ate hereby incorporated into this Amendment by •efete ace. Full Force. Except as modified hereby, all of the terms, covenants and conditions f thi Agreement remain unmodified and in full force and effect, and the parties hereby -atify the Agreement, as amended hereby. In Witness Whereof, the undersigned have executed this Amendment as of the lay and year first above written. "CITYCITY OF INDIO, a California Municipal Corporation lay Michael H. Wilson, Mayor 2003
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AUTHORIZED SIGNATORY !"x., _ of Q.-til-Tnision by Owner 2003 LB HILLS GOLF, LLC, A Delaware Limited Liability Company

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before. me, the undersigned, a Notary_ Public in and.for ::)n !his 'A day cat (1:)!- 17. b f , 2.00 opher mmerma to , ommissioned and sworn, personally appeared u n't i:he L. `J 4a me 1. Tiov,T to he th ilti-jorizeu 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 and voluntary .tet and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath, stated that (s)he is authorized to execute the said instrument. Witness ray hand and official seal affixed the day and year first above written.
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personally known to me LT proved to me on the basis of satisfactory evidence to he the persons) whose name(s) subscribed to the within instrument and acknowledged to me that 1-1,..ibliefthey executed. the same in authorized capa cif y(ies), and that by --h-iolhcrgtheir slynature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ESS my hand an official se

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C YNTHIA HERNANDli-Carrel-anion* 1256490 Notary Public - Ciagfurnila 5 lavwside County tarrrn.F:d-es _ /4a:122704 _ }

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ATTACHMENT C Second Amendment to the Development Agreement

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Indio 100 Civic Center Mall P.O. Box Drawer 1788 Indio, CA 92202 Attention: City Clerk SPACE ABOVE THIS LINE FOR RECORDERS USE Recording Fee Exempt per Government Code §6103

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT This Second Amendment 10 Development Agreement ("Second Amendment") is made and entered into this day of April, 2007, by and between the CITY OF INDIO, a California municipal corporation ("City"), and INDIO LAND VENTURES, L.L.C., a Delaware limited liability company ("1LV"), and SUNCAL COMPANIES, INC. a Delaware corporation ("SCC"), and is made with reference to the following background facts and circumstances: RECITALS A City and LANDMARK GOLF COMPANY, an Arizona corporation ("Landmark") entered into a certain "DEVELOPMENT AGREEMENT" dated December 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 used herein shall have the meanings ascribed to them in the Agreement. 13 Landmark assigned all of its rights, obligations and entitlements under the Agreement to THE HILLS GOLF CLUB, LLC, a California limited liability company ("HGC") pursuant to an Assignment dated September 1, 1998 and recorded September 18, 1998 as Instrument No. 399083 in the Official Records of Riverside County, California (the "1998 Assignment"). C HGC assigned all of its rights, obligations and entitlements under the Agreement and the 1998 Assignment to LB HILLS GOLF, LLC, a Delaware limited liability company ("LBHG"), with City consent, pursuant to an "ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT" dated April 26, 2002 and recorded on April 26, 2002 as lnitrument 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 8 52 )506.1

LBHG and City entered into a certain "FIRST AMENDMENT TO DEVELOPMENT AGREEMENT" dated October 28, 1993 and recorded on November 19, 2003 as Instrument No. 2003-911978 in the Official Records of Riverside County, California (the "First Amendment"). On May 18, 2005, in relation to ILV's approved development of the E, approximately one thousand four hundred eighty-four (1,484) residential unit "Terra Lago" project, contemplated to be located on and over a significant quantity of land subject to the Agreement and the "Additional Parcels" as that term is defined below in recital H (the "Project"), the City Council of the City of Indio approved that certain "AGREEMENT for FORMATION OF MELLOROOS COMMUNITY FACILITIES DISTRICT NO. 2004-3" by and between City and ILV (the "CFD Agreement"). City and ILV executed the CFD Agreement, 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 and installation of public improvements, and called for ILV's dedication of land for the construction of a fire station and a reservoir. F In addition to addressing Project related public improvements, the CFD Agreement contained provisions addressing ILV's payment of development impact fees ("DIF") as to the Project. With the exception of storm drain fees, the CI-D Agreement indicated that ILV's payment of Project DIF would accord with City's then recently adopted DIF Ordinances, Nos. 1422 and 1423 adopted May 4, 2005 (the "Old DIF Ordinance"). Furthermore, the CFD Agreement specified that IL V would pay storm drain fees for the Project in a specific amount, and contained language related to exempting ILV development of the Project from the obligation to make payment to City upon DIF increases subsequent to the Old DIF Ordinance ("DIF Increase Exemption and Storm Drain Fee Specification Language"). LBHG (alternately referenced herein as "Assignor") assigned all of the (.1 rights of "Developer" and "Owner" under the Agreement, the 1998 Assignment and the 2002 Assignment to ILV and SCC (alternately referenced herein in the aggregate as "Assignee"), related entities operating under the same management and control, pursuant to that certain "ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT," executed concurrently herewith, by and between LBHG, [LV and SCC and attached hereto and incorporated by reference herein as EXHIBIT A (the "2007 Assignment"). H Assignee filed an application with the City's Community Development Services/Building and Safety Department for an amendment to Project Master (PMP 96-9-10) to extend the Project to include development of additional pt:rcels adjacent to the Site, identified as Assessors Parcel Numbers 601-270-037 through 041. 601-270-055 through 058, 601-310-001, 601-310-018 & 019, 6012" Amendment to DA - Indio Land Ventures/SunCal (Terra Lago)
Page 2 of 8

0
310-013, 601-390-032 ("Additional Parcels"). On February 16, 2005, the City certified pursuant to the California Environmental Quality Act a Mitigated Negative Declaration assessing the potential environmental impacts of Assignee's development of the Project on the Additional Parcels. The City, Developer and Owner have agreed that the Additional Parcels shall be annexed into the Project, subject to the approval of the City Council. AGREEMENT 1 Amendments. Pursuant to Section 9.4.2 of the Agreement as amended by the First Amendment and this Second Amendment (in the aggregate, the "Amended Agreement"), the City, ILV and SCC hereby agree to annex and incorporate adjacent properties into the Site as follows: 1.1. Page 3, Recitals, Paragraph Two: The last sentence of Paragraph Two is hereby deleted and replaced with the following: "Developer desires to develop on the Site one 18 hole golf course with appurtenant facilities, 851 singlefamily residences, a water treatment facility, pedestrian pathways, and a potential recreation center on 563.34 acres." 1.2 Page 8, Section 4.1 (Development of the Site — Entitlement Applications for the Project), Paragraph Two: The second sentence of Paragraph Two is hereby deleted and replaced with the following: "Subsequent phases may include 851 single-family residences, a water treatment facility, pedestrian pathways, and a potential recreation center." Area 2, not Area 1 and this DA. 1.3 Page 10, Section 5.3 (Project Approval — Exhibits), Paragraph One: Section 5.3 is hereby deleted in its entirety and replaced with the following: "The following exhibits are attached to this Second Amendment and are incorporated into this Agreement by reference herein: Exhibit Exhibit A Exhibit B Exhibit C Description Legal Description ([DATE]) Specific Plan ([DATE]) Project Master Plan 96-910 ([DATE])

`1-0 the extent that these exhibits to this Second Amendment conflict or arc inconsistent with, in whole or in part, exhibits or other provisions of the Agreement or the First Amendment, these exhibits, as part and parcel of this Second Amendment, shall supersede such prior exhibits or provisions.
"Scienter" 2" Amendment to DA - Indio Land Ventures/SunCal (Terra Lago) Page 3 of 8 529506.1

Page 19, Section 14.0 (Notices), Paragraph One: The sub-paragraph 1.4 beginning with "If to Owner:" shall be deleted in its entirety and replaced with the following: "1'- to Owner: Indio Land Ventures, L.L.C. Attn: Gary Williams 74-130 Country Club Drive, Suite 101 Palm Desert, California 92660 Telephone: (760) 601-3401 Facsimile: (760) 601-3423."

The sub-paragraph beginning with "If to Developer:" shall be deleted in its entirety and replaced with the following: "If to Developer: SunCal Companies, Inc. Attn: Stan Brown, Division President 1250 Corona Pointe Court, Suite 210 Corona, California 92879 Telephone: (951) 271-3802 Facsimile: (951) 271-3852 SunCal Companies, Inc. Attn: Bruce Cook, Esq., General Counsel 2932 Morse Avenue Irvine, California 92614 Telephone: (949) 777-4080 Facsimile: (949) 777-4280."

With a Copy to:

The parties agree and acknowledge that the sole Consideration. 2. consideration to SCC and ILV for entering into this Amendment shall be the rights and entitlements of Developer and Owner, respectively, as set forth in the Agreement, including the vesting of project rights for the term of the Agreement. 3 Estoppel. City hereby certifies to SCC that there are no uncured faults of Developer under the Agreement. Further, the City hereby certifies to ILV that there are no uncured faults of Owner under the Agreement. Recitals. The foregoing Recitals are true and correct and are hereby 4 incorporated into this Amendment, together with all definitions contained and exhibits referenced therein, by reference.

2"d Amendment to DA - Indio Land Ventures/SunCal (Terra Lago) Page 4 of 8 5:'9506.1

RA
1 Development 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 its residents in general, and to homeowners residing within the Project in particular, the City hereby ratifies the DIF Increase Exemption Language as stated in the CID Agreement, and through this Amendment, hereby vests in ILV and SCC, Fen-inactive to their commencement of the Project's development, the rights specified in the DIF Increase Exemption and Storm Drain Fee Specification I .anguage. 6 Full Force.

Except as modified hereby, all of the terms, covenants and conditions of the Agreement remain unmodified and in full force and effect, and the parties hereby ratify 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

RAF=
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written. "( CITY OF INDIO a California municipal corporation

Date:

By: BEN GODFREY Mayor

A!test:

CYNTHIA HERNANDEZ, City Clerk, CMC Approved as to form: WOODRUFF, SPRADLIN & SMART

EDWARD KOTKIN City Attorney "DEVELOPER" SUNCAL COMPANIES, INC. a Delaware corporation

Date:

By: Stan Brown, Regional President
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 INDIO LAND VENTURES, L.L.C. $14,500 in finished lot A Delaware limited liability company Credits.

"OWNER"

Date:

By:

Stan Brown, Regional President

2nd Amendment to DA - Indio Land Ventures/SunCal (Terra Lago) Page 6 of 8 529506.1

S ATE OF CALIFORNIA ) ss. COUNTY OF , 2007, before me, Notary Public, personally appeared STAN BROWN, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL)

Notary Public in and for said County and State M y Commission Expires: STATE OF CALIFORNIA ) ss. COUNTY OF' RIVERSIDE , 2007, before me, Oti Notary Public, personally appeared BEN GODFREY, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. W ITNESS my hand and official seal. F_ A L )

Notary Public in and for said County and State My Commission Expires:

2nci Amendment to DA - Indio Land Ventures/SunCal (Terra Lago) Page 7 of 8 529506.1

STATE OF CALIFORNIA )LINTY OF RIVERSIDE

)
) ss

)

On , 2007, before me, Notary Public, personally appeared CYNTHIA HERNANDEZ, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person(s), or the entity upon behalf of which the person acted, executed the instrument ITNESS my hand and official seal. ( EAL)

Notary Public in and for said County and State My Commission Expires: STATE OF CALIFORNIA COUNTY OF RIVERSIDE
Oar

) ) ss. )

, 2007, before me, Notary Public, personally appeared EDWARD KOTKIN, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. ITNESS my hand and official seal. (SEAL)

Notary Public in and for said County and State My Commission Expires:

2I'd Amendment to DA - Indio Land Ventures/SunCal (Terra Lago) Page 8 of 8 529506?

A FTACHMENT D Ordinance

ORDINANCE NO. ORDINANCE OF THE CITY COUNCIL OF THE CITY OF INDIO, CALIFORNIA, APPROVING SECOND AMENDMENT TO DEVELOPMENT AGREEMENT 96-8-10 (PAUL AMES AND LANDMARK GOLF COMPANY) WHEREAS, Paul Ames and Landmark Golf Company as the "Developer" and the City of Indio entered into Development Agreement 96-8-10 on or about December 18, 1996 (the "DA") and the County recorded the DA on September 18, 1998; and, WHEREAS, after prior assignments of Developer's interest in the DA, and the execution and recordation of a first amendment to the DA, Indio Land Ventures, L.L.C., a Delaware Limited Liability Company and SunCal Companies, Inc. a Delaware corporation, related entities operating under the same management and control (in the aggregate, "SunCal") acquired extensive real property subject to the DA as amended once, together at roughly the same time with certain adjacent real property (the "Original Site") and secured various land use entitlements related to SunCal's proposed development of the Original Site (the "Entitlements"); and, WHEREAS, on approximately March 15, 2007, SunCal Companies, Inc. ("Developer") initiated an application with the City of Indio for approval of a Second Amendment to Development Agreement 96-8-10 (the "Amendment") to annex property generally located east of Golf Center Parkway, north of Avenue 44, south of the Coachella Valley Water District Flood Control Dike, and west of Dillon Road (the Additional Land") to the geographical area subject to the DA as amended once; and, WHEREAS, approval of this proposed Second Amendment to the DA adds approximately four hundred and twenty-eight (428) acres of land identified on Exhibit A , attached hereto and incorporated by reference herein to the area subject to the DA as previously amended; and, WHEREAS, Developer, concurrently with the Amendment, has secured City approval of the assignment of all Developer's right, title and interest in and to all obligations under the DA as amended previously and by this proposed Second Amendment (the "Amended DA") to SunCal and SunCal's assumption of all Developer rights and responsibilities under the Amended DA ; and, WHEREAS, the Council has previously made findings based upon analysis that the environmental impacts associated with the City's approval of the DA and the Entitlements in Environmental Assessment 96-8-370 and Environmental Assessment 04-11-404 (the "Findings"); and, WHEREAS, on May 18, 2005, the Council approved that certain "AGREEMENT for FORMATION OF MELLO-ROOS COMMUNITY FACILITIES DISTRICT NO. 2004-3" by anc' between City and SunCal (the "CFD Agreement"), executed August 1, 2005 and maintained as a public record by the City Clerk; and,

WHEREAS, the CFD Agreement: (1) provided funding for SunCal's design, construction and installation of public improvements serving the "Terra Lago" project developed per the Entitlements (the "Project"), (ii) called for SunCal's dedication of land to the City for the construction of a fire station and a reservoir, and (iii) contained provisions limiting SunCal's payment of development impact fees as to the Project; and, WHEREAS, the City seeks to ratify the City's approval of the aspect of the CFD Agreement that limited development impact fees in conformance with all applicable authorities, and WHEREAS, staff has determined: (i) that neither Developer's proposal to annex the land identified in Exhibit A to the area of Amended DA coverage nor the City's proposed ratification of the aspect of the CFD Agreement addressing development impact fees modifies existing land use designations or development regulations for the Original Site or the Additional Land, (ii) that approval of the proposed Second Amendment to the DA will cause no impact upon the environment beyond that analyzed at the time of the approval of the DA and the Entitlements, and (iii) that pursuant to the California Environmental Quality Act, more specifically California Administrative Code Title 4 4, Section 15168(c)(2), the Council Findings were correct, and no new environmental analysis or documentation as to the proposed Second Amendment is necessary; and, WHEREAS, on March 28, 2007, the Planning Commission of the City of Indio conducted a duly advertised public hearing, reviewed a staff report, considered testimony both for and against the proposed Second Amendment to the DA, and subsequently concluded its proceedings on April 11, 2007, and recommended approval of the Second Amendment to the Council; and, WHEREAS, on May 16, 2007 commenced, and through June 6, 2007 kept open, a duly advertised public hearing, reviewed staff reports, considered testimony both for and against the proposed Second Amendment; and WHEREAS, on June 20, 2007, the City Council concluded the proceedings as to this public hearing, following the recommendation of the Planning Commission, and approving the Second Amendment to the DA. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIO, CALIFORNIA, HEREBY FINDS, AS FOLLOWS: 1 The above recitals are true and correct and hereby incorporated by reference, inclusive of all definitions and exhibits referenced. 2 The Second Amendment to Development Agreement 96-8-10 and the Project consistent with the underlying DA and approved through the Entitlements are consistent with the goals and policies of the Indio General Plan 2020 encouraging high quality residential projects inclusive of a variety of housing types, significant amenities, community parks, and open space. 2-

3 The Second Amendment to Development Agreement 96-8-10 and the Project consistent with the underlying DA and approved through the Entitlements are consistent with the densities and uses for the Project site specified in the Indio General Plan 2020 and Specific Plan 96-8-7. 4 The Second Amendment to Development Agreement 96-8-10 and the Project consistent with the underlying DA and approved through the Entitlements are consistent with the Zoning Ordinance of the City of Indio per Specific Plan 96-8-7, compatible with the present and future logical growth of the Project area (as envisioned in the Indio General Plan 2020), and designed to protect and promote the public health, safety and welfare. 5 The City Council hereby finds that neither the annexation of properties to the area of DA coverage caused by the Second Amendment to Development Agreement 96-810, nor the ratification of the City Council approval of CFD Agreement's limits upon Project development impact fees payable by SunCal provided by the Second Amendment will modify existing land use designations or development regulations for the Original Site or the Additional Land, that there will be no impact upon the environment beyond that analyzed by the City Council at the time of City's approval of the DA and the Entitlements, and addressed in the Findings, and that pursuant to the California Environmental Quality Act, more specifically California Administrative Code Title 14, Section 15168(c)(2), that past Council Findings were correct and that no new environmental analysis or document as to the Amendment is necessary. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF INDIO, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS: Section 1. That the above recitals and findings are true and correct, are incorporated herein by this reference inclusive of all definitions and exhibits provided, and constitute the findings of the Council in this case. Section 2. That the Second Amendment to Development Agreement 96-8-10 is hereby approved. Section 3. That a fully executed copy of the Second Amendment to Development Agreement 96-8-10 between the City of Indio and SunCal as to SunCal's rights and responsibilities under the Amended DA, shall be and remain on file in the Office of the City Clerk as a public record, and shall be recorded at the Office of the Recorder for Riverside County.

-3-

Section 4. That the City Clerk shall certify to the passage and adoption of this ordinance and shall cause a summary of same to be published once in the Desert Sun, a newspaper of general circulation, printed, published, and circulated within the City of Indio and the same shall be in full force and effect thirty (30) days after its adoption. PASSED, APPROVED, and ADOPTED this following vote: AYES: NOES: ABSTAIN: ABSENT: day of June 2007, by the

BEN GODFREY MAYOR

ATTEST:

CYNTHIA HERNANDEZ CMC, CITY CLERK

4-

ATTACHMENT E Assignment and Assumption of Development Agreement to Indio Land Ventures, LLC

JRA
RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: o 100 Civic -:ei- iter P Indio, CA : -)2202 Attention. City Clerk
SPACE ABOVE THIS LINE FOR RECORDER'S USE

Recording Fee Exempt per Government Code §6103

ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT

Tnis Assignment and Assumption of Development Agreement and day of May, 2007 by and between LB HILLS Consent is entered into this GOLF, LLC, a Delaware limited liability company ("Assignor") and INDIO LAND VENTURES, L.L C., a Delaware limited liability company ('Assignee") and consented to by the CITY OF INDIO, a California municipal corporation ("City"). RECITALS WHEREAS, City and LANDMARK GOLF COMPANY, an Arizona corpora:ion ("Landmark") entered into a certain "DEVELOPMENT AGREEMENT" dated December 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 he ein, apitalized terms used herein shall have the meanings ascribed to them in the A T-eement and WHEREAS, Landmark assigned all of its rights, obligations and emitlernents under the Agreement to THE HILLS GOLF CLUB, LLC, a California lir iced lability company ("HGC") pursuant to an Assignment dated September 1, 1908 and recorded September 18, 1998 as Instrument No. 399083 in the Official
Record of Riverside County, California (the "1998 Assignment"); and

HGC assigned all of its rights, obligations and
e,ntit;ertH.,:nts undir the Agreement and the 1998 Assignment to Assignor, with

c -)nsEnt, Hrsuant to an 'ASSGNMENT AND ASSUMPTION OF DEVELDPMENT AGREEMENT AND CONSENT" dated April 26, 2002 and recorded April 26, 2002 as Instrument No. 2002-221299 in the Official Re cord; of Rivey,;ide. County, Caiiforr (the "2002 Assignment"); and

:4NMENT AND ASSUMI - 1 I N , :)F DEVELOPMENT AGREEMENT iNno 'EN-FURL - 5, L.L.C.

Page. '1 of 8

No

EAS, Assignor and City entered into a certain "F RST (.) DE\IELOPMEr\IT AGREEMENT" dated July 30, 2003, (,.)ctolner 3, 70i:3 and recorded on November 19, 2003 as instrument 11 the Official Records of Riverside County, California (the A,niendrn,:riC

WHLREAS„Assignor desires to assign Assignor's rights and obirg.ations under the Development Agreement and the First Amendment to Assignee, and Assignee desires to accept said rights and obligations; and WHEREAS, Assignor and Assignee, pursuant to the terms of that certain SECOND AMENDMENT TO DEVELOPMENT AGREEMENT" prepared, executed and recorded concurrently herewith (the "Second Amendment"), desire to annex to the Site subject to the Agreement and the First Amendment certain real property adjacent to said Site, identified as Assessor's Parcel Numbers 601270-037 through 041, 601-270-055 through 058, 601-310-001, 601-310-018 & 019, 601-310-013, 601-390-032 and more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference ("Additional Property"), and th'reby subject such Additional Property to the Agreement, the First Amendment and the Second Amendment . NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: The parties hereto agree that the Recitals above are true and correct and intend to be bound by same; the Parties further agree to the incorporation by referen,:e herein of said Recitals, together with all definitions provided and the exhibit •eferenced therein. in coniormance with the terms and conditions of the Agreement, the First Amendment and the Second Amendment, Assignor hereby assigns, transfe= s and conveys to Assignee, all of Assignor's right, title and interest in and to, ane all cblgations under the Agreement, the First Amendment and the Senorr- Amendment pertaining to the Site and the Additional Property, and Assignee noreby expressly and unconditionally accepts and assumes all such rights a )d iespons,ibilities. In accepting this assignment, Assignee agrees that it shall be bound by each and every term of the Agreement, the First Amendment

,=amendment. n accepting this assignment as to the Site and the Additional Property,
sign :ject .rnend- he! ...iv'arrarits and reoreents that it has the ability to complete the in The Agreent, the First Amendment and the Second

IhilL)1( I

-NJ OF DEVEL OF'MEN r AGREEMENT EN-MR S, C.

: ';-1-.71e,

2 of 3

FT
L t !-!v rhs f.,v Assignor :And assumption by Assignee shall irective upon full execution of this Assignment and Assumption of nyntgreen ent ',hi Consent 5y all parties, with the consent thereto by

IL_RLI'L'k, the yarties hereto have entered into this Assignment and As _17:•ion , of Development Agreement as of the date first written above.

'ASSIGNOR" LB HILLS GOLF, LLC, a Delaware limited liability company

By:

"ASSIGNEE" INDIO LAND VENTURES, L.L.C., a Delaware limited liability company

By: Name: Its:

.ASSGNMENT :3,1\11)

H,:11-'71!.:;NI OF DEVELORIVHE NI, AGREEMENT V=I\FFL.fRES, [..LC.

Rage 3 of 8

Tv COWCNT AND NOTARIAL ACKNOWLEDGMENTS FOLLOW

SSIGNMF=N

OF DEVELDP?,,IEN -1- AGREEMENT LAND 1ENT1JRES, L

P3cje 4 of 8

D
CITY CONSENT TO ASSIGNMENT AND ASSUMPTION Indio i-tereby '..ka:_ ,wiedges that, pursuant to paragraph 9.2 of that rte..l.a.n DEVELOPMENT AGREEMENT" dated December 18, 1996, effective on eptember 13, 1998 as Instrument No. 1- ii 1. ), 1997 and i Hverside County, California (the "Agreement"), t he Ori cial Re,,,ords tided by that tertain -FIRST AMENDMENT TO DEVELOPMENT --REI,E,'./1ENT" dated July 30, )t.103, effective October 28, 2003 and recorded on 19, 2003 as iiistrument No. 2003-911973 in the Official Records of ;tr,-: County, California (the "First Amendment") and that certain "SECOND Ri',ar, AMENEMENT TO DEVELOPMENT AGREEMENT" prepared, executed and reci,.)rded concurrently herewith (the "Second Amendment"), LB HILLS GOLF, LL,7 - , 7)elaware limited liability company ("Assignor") has the right to assign its right, tit e and interest in and to, and all obligations under the Agreement, the First Amendment and the Second Amendment (in the aggregate, the "Amended Acyeerint"), subject to the City's consent, provided Assignor's proposed Assignee agrees to be bound by the terms of the Amended Agreement, and has the fina, icial capability to complete the project specified in the Agreement. By its signature below, the City hereby consents to the foregoing Assignment and As',un--q. lion Agreement whereby Assignor has assigned its right, title and interest in And and ail obligations under the terms of the Amended Agreement to
f

FT

CITY OF 1ND1O, a California municipal corporation.

May

9007 By: BEN GODFREY Mayor, City of Indio

.6,SS1:3NMEN

..:SUMPTIOIJ OF DEVEP.IiPMENT AGREEMENT 1 ',,ND VENTUFEF ,,

Page 5 of 8

FT

A HERNANDE7, k, CMC,
Approv.7d as to form: WOOD.--\ ) UFF, SPRADLIN & SMART

EDWARD KOTKIN City Attorney

ST ATE )F CALIFORNIA ) ss. COUNT OF O: 2007, before me, , Notary , personally known to me ..ersonally appeared (or proved to me on the basis of satisfactory evidence) to be the person whose name is su!:.scrit- e,d to the within instrument and acknowledged to me that he executed the same in -is at.thorize.d capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. \i'lli-7NE-;S my hand and official seal. E A )

N ary i)ublic in and for said County and State On Tniss on Expires:

• ATE OF CALIFORNIA ) ss. LiN-i -( OF RIVERSIDE Lo(1}7, before me, , Notary

_e ~orally appeare:1 `FEN GODFREY, personally known to me (or proved to me

of satisfactory evidence) to be the person whose name is subscribed to the
ASSIGNMEN r -.1.1C1 ,"..SSUI'viPTkON OF DEVFLO, PMENT AGREEMENT Anio LAND VENTURE.

Page 6 of 8

F
witHir in .trument and ackn,-,wiedged to me that he executed the same in his authorized and that by his .-,, gnature on the instrument the person, or the entity upon A eiKecutecl the insicur-ient. person ny hand and official seal.

Nuary Pablic in and for said County and State My Commission Expires:

STATE OF CALIFORNIA ) ss. COUNT,' OF RIVERSIDE , Notary , 2007, before me, personally appeared CYNTHIA HERNANDEZ, personally known to me (or proved ID me on the basis of satisfactory evidence) to be the person whose name is subscrib::, ,d to the within instrument and acknowledged to me that she executed the salre in her authorized capacity, and that by her signature on the instrument the persons), or the entity upon behalf of which the person acted, executed the instrument. VV! 7-NESS my hand and official seal. Ai)

No!.ary F"ublic in and for said County and State Corr-mission Expires:

STE DF CAI 1FORNIA ) 1U1\11)/ OF ORANGE
ASST :AMHN I ';ND ASSUMPTION D D',,ELOPMENT AGREEMENT INDt0 LAND VETS f URNS.
s.

Page 7 of 8

2001. before me, , Notary ,.1 EDWARD KOTKINJ, personally known to me (or proved to ,i L:L=I;;S of • ..Itisf- ict.)ry evidence) to be the Re,rson whose name is subscribed to r-tttrt.tr- "1 end acknowledged to - Tie that he e;;ecuted the same in his that by his signature on the instrument the person, or the entity acted, -_-, Ysectuled the instrument. - alf )1 ,,,,hr h-nd and .tifi "at --al

Notary Public in and for said County and State My Commission Expires:

-,r1 ME N AND ASSUMP N17)1(1) LAND

I_L',, ELOPMENT AGREEMENT UPES,

Page 8 .13

ATTACHMENT F March 28, 2007 and April 11, 2007 Planning Commission Minutes

tart.

td! 4.

Mutates of the Regular Meeting of March 28, 2007 Page 22

item 5

Indio Land Ventures, ITC., has ;lied an application requesting the following land use entitlements related to Indio Land Venture's on-going development of the Terra Lago project. Entitlements include: a. Assignment and Assumption of Development Agreement 96-8-10, Consent Thereto, a contract between LB Hills Golf, LLC, a Delaware limited liability company ("1.1tHG") whereby with the city's consent, LBHG assigns to Indio Land Ventures all right, title and interest in and to, and all obligations under Development Agreement 96-8-10, effective January 15, 1997, and recorded on September 18, 1998. as Instrument No. 399082 in the Official Records of Riverside County, CA the "Development Agreement"), and Indio Land Ventures assumes same from LBHG pertaining to real property inclusive of the Terra Lago Project site. b. Second Amendment to Development Agreement 96-8-10, a contract between the City of Indio and Indio Land Ventures, for consideration of the rights and procedures applicable to the development of the Terra Lago project site by Indio Land Venture, and annexing approximately five-hundred and sixty-three (563) acres, to the land subject to Development Agreement 96-8-10 as originally approved. Stec Walker. Principal Planner

Staff report by:

The stall R-port seas presented, with some following changes: • On p.ige 7,, of the t indistinct) amendment, it says the developer desires to developer on the site two I8 hole golf courses, with facilities, with a 455 room vacation club location, and a 455 unit fesid 'ntial development. As you can see this has been changed, in the Development Agreement, to pros -.1e for additional units. It presently shows only one golf course, when in fact there are two. Pie second amendment of the Development Agreement was prepared by the applicant's legal - cprc,entitive, and there were no changes to that. There may he some minor changes that need to nude. to make it more consistent with what is being added to the additional units, as well as the toins.trtion of the second golf course. and the vacation club house. ken ads b\ the City Attorne\ that those are minor revisions that would go forward to lie I ty Council. so that the City Council would have a complete record, but again this information hat prov-ided to you was prepared by SunCal. and we relied on their information. tint staff is recommending that the Planning Commission take the following action: Recu mmend to the City- ( -(nincil approval of Second ,Amendment to Development Agreement 96-8i)en \ Second Amendment to Development Agreement 96-8-10; or Den. Second Amendment to Development Agreement 96-8-10, and direct staff to prepare a in of the Amendment eonforminc, with Commission perspective. ITEMS 01' DISCUSSION FROM COMMISSIONERS AND STAFF: \ hate Du d rile', in\,o1,-.2d I 11.1,1' iti2sttons regarding pee 7, of 6, No. E. at the top; we have Mr. Hagen

'Env

Minutes Of the Re!.n.tlar Meeting of March 28, 2007 Page 23

• .1. 1)1•'s, k.'12 i

k1 .1

•• !id his rind iiis Are you talking about the assumption?

rein

Sieve WalL'r, Principal Planner: Vice-4. hair ruFault: ommtssioner Diaz:

No. Paragraph E. it's the assignment of assumptions; the Development Agreement.

V icc--( 'hair .)uFault: I think the date is wrong in "D" also. It says the first amendment to Development iNgreement.sated October 28, 1993, when it should be 2003. At first I was looking at it, and thinking why did it take them over 10 years to record? Did you find it yet? ltex-e Walker, Principal Planner: I did, and our recommendation to you is that we continue this for two weeks. and bring it back with correct information. Vice ( hair I )uFault: 1,1so, go to Page 4, of 4, on the assignment and assumption, and again, it has the October 28. 1993 date after the I'` amendment to the Development Agreement. Madam Chairperson Reed: And, if we're going to continue it I'd just ask that we get the deleted langti,r-re died the amended agreement had; what we are changing. Steve Walk-.'r, Principal Planner: Yes, ma'am. We'll put that in the staff report.

Yominissioiler Diaz: Also, on the land that is going to be annexed. Could we have a map, showing us what : goii:g to he annexed? Sieve "A. all: 1-, Principal Planner. Yes, sir.

['UEFA(' HEARING OPENED AT 7:42 P.M. APPLICANT: Shannon Ward, representing SunCal Companies, Terra Lago Project. ITEMS 01- DISCUSSION FROM COMMISSIONERS, STAFF AND _APPLICANT: ,.rd. Hope fully, I can clarify some of your questions about what is going on, or what is plaL .• on the prc")ject. When SunCal purchased the land there was an existing development agreement I t place, for only portions of the land. When we moved forward with the City of Indio, we purcL.:,ed properties, and then used those additional properties above and beyond, improved upon_ he c land plan that was approved in that Development Agreement, which we are entitled for 1_ of Terra Laco. hioth Phase l and Phase .1
I i ov

the 1._aliticis of assiguing .assumption rights and amending the Development tint to include the additional parcels that me added to the original approved Development
that

•_•T

:1

Minutes of the Regular Meetirw , of March 28, 2007 Page 24

in is ire how

talkihe Libout tom_ght It's elear to me. and after talking with Steve, that there aon ,h :• -r n, : that I'm probably chine to eel in trouble for, for not catching first before ou!nitihlht. • o I do aro,21„, e about the contusion.

1.2n: are par,,.c.h, that ai-c being annexed in, .,,nme of which are in Phase 1 and most of which are Iri 111,• Pha- 2 parch_ds_ I don - 1 have a map here to show to you tonight, but I do have one. available for the ilex' ;uric ihat c do come in. [here is one that I have. I'd he happy to answer any additional questions that mi..!ht have tonight, for any clarification purposed. Obviously, we're going to be here in a couple of eve.2k -... h priivide a better document for you guys to review. RBA T.S1S FROM ['HENCE 'I't) SPEAK: Norp, PUB! H RING REMAINS OPEN: ITEMS 01 DISCUSSION FROM COMMISSIONERS: Non, MOTION: M/S ( .omnassioner Diaz./Commissioner Bethel - that the Planning Commission take the following action: CONTINUE Second Amendment to Development Agreement 96-8-10, to a date specific, April 11, 20077 and leave the Public Hearing open. n passes 5/0/0 with the. following vote: Conunksioner Bethel, Commissioner Diaz, Commissioner Miller, Vice-Chair DuFault and Madam Chairperson Reed. None . None

ABS 1 AIN

NON-HEARING ITEMS: None.

kDNUNIS FRATIVE ITEMS:

DWI_ [ORS IrrENIS. Reminder that your next meeting will begin with a study session at 5:00 p.m., in the