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Home My WebLink AboutRes 07-4 thru 07-4C Section 29 AD No. 2004-02 RESOLIITION NOS. 07-4, 07-4A, 07-4B, and 07-4C CITY OF PALM DESERT STAFF REPORT REQUEST: CONSIDERATION OF THE FORMATION OF THE CITY OF PALM DESERT SECTION 29 ASSESSMENT DISTRICT (NO. 2004-02) SUBMITTED BY: DAVID YRIGOYEN, DIRECTOR OF REDEVELOPMENT/ HOUSING DATE: JANUARY 11, 2007 MEET G DATE � ' I I'C�� — CONTENTS: RESOLUTION NO. 07- 4 .. G0N71N�1ED TO o�� --C�� RESOLUTION NO. 07- 4A ❑ pASSED TO 2ND READING RESOLUTION NO. 07- 4s RESOLUTION NO. 07- 4c Recommendation: By Minute Motion, that the City Council: Adopt one of the following resolutions in connection with the proposed formation of the Section 29 Assessment District (No. 2004-02): A. In the case of a maioritv protest in connection with the Section 29 Assessment District, adopt Resolution No. 07- 4 , declaring the results of the tabulation of assessment ballots in connection with the Section 29 Assessment District and finding a majority protest exists. B. In the absence of a maioritv protest in connection with the Section 29 Assessment District, adopt the following resolutions: (i) Resolution No. 07- 4n , making certain findings in connection with proposed City of Palm Desert Section 29 Assessment District (No. 2004-02). (ii) Resolution No. 07- 4s , approving the Engineer's Report in connection with City of Palm Desert Section 29 Assessment District (No. 2004-02), confirming the assessments in connection with such district, ordering proposed acquisitions and improvements to be made, approving as to form and authorizing the execution of and delivery of certain agreements and taking certain other actions. G:\RDAUNaria Hunt\WPDATA\YRIGOYEMSTFRPTS\011107Section 29-Formation.DOC P6401-1033\938120v1.doc Staff Report Consideration of the Formation of the City of Palm Desert Section 29 Assessment District (No. 200402) Page 2 of 4 January 11, 2006 (iii) Resolution No. 07- 4C , making certain designations in connection with City of Palm Desert Section 29 Assessment District (No. 2004-02). Discussion: The owners of certain property located within the Section 29 area of the City of Palm Desert have requested the City Council to initiate proceedings pursuant to the Municipal Improvement Act of 1913 to form an assessment district for the purpose of acquiring, constructing and installing certain public infrastrueture improvements, including street, storm drain, sewer and water improvements. On November 16, 2006, the City Council adopted a resolution of intention to form the Section 29 Assessment District and to levy and collect assessments within the district. On November 16th, the City Council also adopted a resolution preliminarily approving the Engineer's Report prepared by the City's Assessment Engineer, setting a public hearing on January 11, 2007 and directing that a property owner balloting procedure be conducted in connection with the proposed formation of the Section 29 Assessment District. Such resolution also approved procedures for the completion, return and tabulation of assessment ballots, which are on file in the office of the City Clerk. The Engineer's Report, among other things, describes (i) the proposed acquisitions and improvements, (ii) the properties proposed to be subject to the assessment, (iii) the method of apportionment for calculating each parcel's proportional special benefits from the acquisitions and improvements; and the (iv) the proposed assessments. One of the proposed Section 29 Assessment District improvements is the acquisition by the City of an existing retention basin which currently serves property in Monterey 170 and the improvement and expansion of the basin so that it can also serve certain of the properties within the proposed Section 29 Assessment District as an alternative to the developers providing on-site drainage. The City Council is undertaking separate, concurrent proceedings to form a maintenance assessment district, City of Palm Desert Benefit Assessment District No. 1, (which includes properties in Monterey 170 and Section 29) for the purpose of levying annual maintenance assessments against the benefited properties to provide funding for the ongoing maintenance of the retention basin after it is acquired by the City. On January 11 th, prior to the public hearing on the Section 29 Assessment District, the Council will be conducting a public hearing, tabulating assessment ballots and determining whether a majority protest exists against the levy of the annual maintenance assessment. In the event of a majority protest against the maintenance assessment, the City would not have assessment revenues as a source of funding for the ongoing maintenance of the retention basin. P6401-I 033�938120v 1.doc 2 Staff Report Consideration of the Formation of the City of Palm Desert Section 29 Assessment District (No. 200402) Page 3 of 4 January 11, 2006 Formation of the Section 29 Assessment District is subject to the requirements of Proposition 218. In accordance with these requirements, the City mailed a notice of the January 11th public hearing, together with an assessment ballot, to the property owners within the proposed Section 29 Assessment District more than 45 days prior to the date of the hearing. At the hearing all interested persons must be given the opportunity to hear and be heard regarding protests and objections to the formation of the Section 29 Assessment District, the levy and collection of the proposed assessments, and related matters. Each ballot is weighted in accordance with the proposed assessment against the parcel covered by the ballot. In order to be counted, all ballots must be retumed to the City prior to the close of the public input portion of the Section 29 Assessment District hearing. If the weighted ballots cast in opposition to the assessment do not exceed the weighted ballots cast in favor of the assessment (i.e., there is not a majority protest) the City Council may proceed to form the Section 29 Assessment District, levy the assessments, and authorize the issuance of bonds to represent unpaid assessments. The City Clerk and the Assessment Engineer will tabulate the ballots following the close of the public input portion of the hearing and determine whether or not a majority protest exists. In the event of a majority protest, Staff recommends that the City Council adopt Resolution No. 07- 4 , which declares the results of the tabulation and finds that a majority protest exists. In the event of a majority protest, proceedings for the formation of the Section 29 Assessment District, the levy of assessments and the issuance of bonds will terminate. In the absence of a majority protest, Staff recommends that the City Council adopt Resolution Nos. 07- 4A , 07- 4B , and 07- 4C . It is necessary for the City Council to adopt the above resolutions to continue the process to form the Section 29 Assessment District and to authorize the issuance and sale of improvement bonds for the Assessment District. Resolution No. 07- 4A makes a finding with respect to the value of the land in the proposed Assessment District compared with the amount of the proposed assessments. As set forth in the Engineer's Report, the proposed assessments do not exceed one- half of the total value of the parcels proposed to be assessed. Resolution No. 07- 4B finally approves the Engineer's Report, confirms the assessment for the cost of the acquisitions and improvements and the annual $50.00 administrative assessment, orders the proposed acquisitions and improvements to be made, and approves the form of certain agreements and authorizes their execution (including an agreement for the City to purchase the retention basin, an agreement with the Palm P6401-I 033\93R I 20v I.doc 3 Staff Report Consideration of the Formation of the City of Palm Desert Section 29 Assessment District (No. 2004-02) Page 4 of 4 January 11, 2006 Springs Unified School District with respect to a contribution of funds by the School District and an acquisition agreement with respect to the acquisition of certain improvements that have already been completed). Resolution No. 07- also directs that notices of the assessment be mailed, published and recorded in accordance with law. Following adoption of Resolution No. 07- , property owners will have a 30-day cash collection period in which to pay all or a part of their assessments in cash at a discounted amount (because certain financing costs, such as underwriter's discount, would not be applicable). At a subsequent Council meeting, the City may consider a resolution authorizing the issuance of improvement bonds to represent those assessments, which remain unpaid after the end of the 30-day cash collection period. Resolution No. 07- appoints financing professionals, such as the underwriters, the financial advisor, bond counsel and disclosure counsel, in connection with the proposed issuance of bonds. Submitted by: Approval: � � avid Yrigoye sti Mc arthy Director of evelopment/Housing AC Redevelopme t DY:AKS:mh Approval: �� Carlos L. O a, City Manager Paul S. Gibson, Director of Finance �ITY COUNCI�TION: APPROVED DENIED !�E EIV�_ OTH�E� : � . MEETI , DATE AYES• f NOES: ABSENT: ABSTAIN: VEiZIFIED BY: �riginal on File w h City Clerk's Offire * Adopted Res. Nos. 07-4A; 07-4B, as modified to delete Section 13; and 07-4C. 5-0 P6401-1033\938120v1.doc 4 RESOLUTION NO. 07- 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT DECLARING THE RESULTS OF THE TABULATION OF ASSESSMENT BALLOTS IN CONNECTION WITH PROPOSED CITY OF PALM DESERT SECTION 29 ASSESSMENT DISTRICT (NO. 2004-02) AND FINDING THAT A MAJORITY PROTEST EXISTS THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The City Council, by its Resolution No. 06-151, (the "Resolution of Intention") declared its intention to order acquisitions and improvements for proposed City of Palm Desert Section 29 Assessment District (No. 2004-02) (the "Assessment District") pursuant to the provisions of the Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10000, et seq.) (the "1913 Act") and as provided in Article XIIID of the California Constitution and to comply with the requirements of Division 4 of the California Streets and Highways Code by proceeding under Part 7.5 thereof, and ordered the Assessment Engineer, Wildan and MuniFinancial, (the "Assessment Engineer") to prepare and file a report with the City Clerk in accordance with Section 10204 of the 1913 Act and Section 4 of Article XIIID of the California Constitution and containing the information required by Section 2961 of the California Streets and Highways Code. Section 2. The City Council, by its Resolution No. 06-152, (the "Resolution"), preliminarily approved a report entitled "City of Palm Desert, Preliminary Engineer's Report Section 29 Assessment District No. 2004-02" (the "Engineer's Report") prepared by the Assessment Engineer in connection with the Assessment District, which Engineer's Report is on file in the office of the City Clerk and available for public inspection and further setting the time and place for a hearing on the proposed assessments described in the Engineer's Report (the "Assessment'). Section 3. The Resolution directed the City Clerk to give notice in accordance with law of a public hearing on the Assessment and to include with such notice the assessment ballot required pursuant to Article XIIID, Section 4 of the California Constitution and Section 53753 of the California Govemment Code. Section 4. On January 11, 2007, following notice duly given in accordance with law, the City Council opened a public hearing and continued such hearing until January 25, 2007, and on such dates the City Council held a full and fair public hearing on the Resolution of Intention, the Engineer's Report, the levy and collection of the proposed Assessments and the proposed acquisitions and improvements in connection with the Assessment District and protests and objections thereto (the "Hearing"). P6401-1033\937782v2.doe RES. NO. 07-4 Section 5. At the Hearing, (i) all interested persons were afforded the opportunity to hear and be heard regarding protests and objections to the formation of the Assessment District and the levy and collection of the proposed Assessments, and all related matters, and (ii) the City Council heard and considered all oral and written protests. Section 6. The City Clerk, together with such assistants as she deemed necessary, tabulated all properly completed and returned assessment ballots submitted and not withdrawn in connection with the Assessments. Section 7. The City Council hereby finds and determines that (i) a majority protest exists as defined in Section 4(e) of Article XIII D of the California Constitution, and (ii) the City Council shall not form the Assessment District as described in the Resolution of Intention. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.] P6401-1033\937782v2.doc 2 RESOLUTION NO. 07- 4 PASSED, APPROVED, AND ADOPTED THIS 25th DAY OF JANUARY 2007. STATE OF CALIFORNIA COUNTY OF RIVERSIDE ss. CITY OF PALM DESERT I, Rachelle D. Klassen, City Clerk of the City of Palm Desert, County of Riverside, State of California do hereby certify that the foregoing Resolution No. 07- 4 was regularly adopted by the City Council of said City of Palm Desert at a regular meeting of said council held on the 25th day of January 2007 by the following vote, to wit: AYES: NOES: ABSENT: ABSTAINED: Richard S. Kelly Mayor Rachelle D. Klassen City CLerk City of Palm Desert P640I -I 033\937782v2.doc 3 RESOLUTION NO. 07- 4A A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT MAKING CERTAIN FINDINGS IN CONNECTION WITH PROPOSED CITY OF PALM DESERT SECTION 29 ASSESSMENT DISTRICT (NO. 2004-02) THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The City Council, by its Resolution No. 06-151 (the "Resolution of Intention"), declared its intention to order acquisitions and improvements for proposed City of Palm Desert Section 29 Assessment District (No. 2004-02) (the "Assessment District") pursuant to the provisions of the Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10000, et seq.) (the "1913 Act") and as provided in Article XIIID of the California Constitution and to comply with the requirements of Division 4 of the California Streets and Highways Code by proceeding under Part 7.5 thereof, and ordered the Assessment Engineer, Wildan and MuniFinancial (the "Assessment Engineer"), to prepare and file a report with the City Clerk in accordance with Section 10204 of the 1913 Act and Section 4 of Article XIIID of the California Constitution and containing the information required by Section 2961 of the Califomia Streets and Highways Code. Section 2. The City Council, by its Resolution No. 06-152, preliminarily approved a report entitled "City of Palm Desert, Preliminary Engineer's Report Section 29 Assessment District No. 2004-02," (the "Engineer's Report") prepared by the Assessment Engineer in connection with the Assessment District, which Engineer's Report is on file in the office of the City Clerk and available for public inspection. Section 3. Based upon its review of the Engineer's Report and other reports and information presented to it, the City Council hereby finds and determines that the total amount of the principal sum of all unpaid special assessments levied against the parcels proposed to be assessed within the Assessment District (being the total amount, as determined and set forth in such Engineer's Report of the total principal sum of all unpaid special assessments and special assessments required or proposed to be levied under any completed or pending assessment proceedings, other than that contemplated in the proceedings for the Assessment District, which would require an investigation and report under Streets and Highways Code Section 2800, et seq., against the total area proposed to be assessed within the Assessment District), plus the principal amount of the special assessment proposed to be levied in the proceedings, do not exceed one-half of the total value of the parcels proposed to be assessed within the Assessment District (being the total true value as shown upon the last equalized assessment roll of the County of Riverside). G:\rda\Maria Hunt\WPDATA\Section 29\Resolution Making Certain Findings re Assessment Distnct.DOC P6401-1033\937757v1.doc RESOLUTION NO. 07- 4A PASSED, APPROVED, AND ADOPTED THIS 25TH DAY OF JANUARY 2007. STATE OF CALIFORNIA COUNTY OF RIVERSIDE ss. CITY OF PALM DESERT I, Rachelle D. Klassen, City Clerk of the City of Palm Desert, County of Riverside, State of California do hereby certify that the foregoing Resolution No. 07- 4A was regularly adopted by the City Council of said City of Palm Desert at a regular meeting of said council held on the 25th day of January 2007 by the following vote, to wit: AYES: NOES: ABSENT: ABSTAINED: Richard S. Kelly, Mayor City of Palm Desert Rachelle D. Klassen, City Clerk City of Palm Desert G \rda\Maria Hunt\WPDATA\Section 29\Resolution Making Certain Findings re Assessment Distnct.DOC P6401-I033\937757v1.doc RESOLUTION NO. 07- 4B A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT APPROVING THE ENGINEER'S REPORT IN CONNECTION WITH CITY OF PALM DESERT SECTION 29 ASSESSMENT DISTRICT (NO. 2004-02), CONFIRMING THE ASSESSMENTS IN CONNECTION WITH SUCH DISTRICT, ORDERING PROPOSED ACQUISIT{ONS AND IMPROVEMENTS TO BE MADE, APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN AGREEMENTS AND TAKING CERTAIN OTHER ACTIONS THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. The City Council, by its Resolution No. 06-151 (the "Resolution of Intention"}, declared its intention to order acquisitions and improvements for proposed City of Palm Desert Section 29 Assessment District (No. 2004-02) (the "Assessment DistricY') pursuant to the provisions of the Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10000, et seg.) (the "1913 AcY') and as provided in Article XIIID of the California Constitution and to comply with the requirements of Division 4 of the California Streets and Highways Code by proceeding under Part 7.5 thereof, and ordered the Assessment Engineer, Wildan and MuniFinancial ( the "Assessment Engineer"), to prepare and file a report with the City Clerk in accordance with Section 10204 of the 1913 Act and Section 4 of Article XIIID of the California Constitution and containing the information required by Section 2961 of the Califomia Streets and Highways Code. Section 2. The City Council, by its Resolution No. 06-152, preliminarily approved a report entitfed "City of Palm Desert Preliminary Engineer's Report, Section 29 Assessment District, No. 2004-02" (the "Engineer's Report"}, prepared by the Assessment Engineer in connection with the Assessment District, which Engineer's Report is on file in the office of the City Clerk and available for public inspection. Section 3. On January 11, 2007, following notice duly given in accordance with law, the City Cauncil opened a public hearing and continued such hearing until January 25, 2007, and on such dates the City Council held a full and fair public hearing on the Resolution of Intention, the Engineer's Report, the {evy and collection of the proposed assessments, and the proposed acquisitions and improvements in connection with the Assessment District and regarding protests and objections thereto. Section 4. All interested persons were afforded the opportunity to hear and be heard regarding protests and objections to the formation of the P6401-1033\937807v2.doc RES. NO. 07-4B Assessment District and the levy and collection of the proposed assessments and all related matters. The City Council considered all oral and written protests. The City Clerk, together with such assistants as she deemed necessary, tabulated all properly completed and returned assessment ballots submitted and not withdrawn. The City Council hereby finds and determines that a majority protest does not exist as defined in Section 4(e) of Article XIIID of the California Constitution. All protests and objections are hereby overruled by the City Council. Section 5. Based upon its review of the Engineer's Report and other reports and information presented to it, the City Council hereby finds and determines that (i) the lands within the Assessment District will be specially benefited by the acquisitions and improvements described in the Engineer's Report and the public interest, convenience, and necessity require that the acquisitions and improvements be made, (ii) the Assessment District includes all of the lands so benefited, (iii) the assessment of the total amount of the cost and expenses of such acquisitions and improvements upon the several subdivisions of land in the Assessment District is in proportion to the estimated special benefits to be received by such subdivisions, respectively, from such acquisitions and improvements and (iv) only special benefits are assessed and no assessment is imposed on any subdivision of land which exceeds the reasonable cost of the proportional special benefit conferred on that subdivision. Section 6. The proposed assessment for the cost of the acquisitions and improvements provided for in subdivisions (d) and (e) of Section 10204 of the 1913 Act, and the maximum annual assessment provided for in subdivision (f) of that section are hereby confirmed as set forth in the Engineer's Report. The City Council hereby determines that the amount of the annual assessment to pay for administrative costs shall be $50.00 per parcel of land in the Assessment District for which there are unpaid assessments. Section 7. The City Council hereby orders the proposed acquisitions and improvements set forth in the Engineer's Report to be made. The district benefitted by the acquisitions and improvements and to be assessed to pay the costs and expenses thereof, and the exterior boundaries thereof, are as shown by a map thereof filed in the office of the City Clerk and incorporated herein by reference Section 8. The City Council declares that the Engineer's Report as a whole and each part thereof, is hereby finally approved and confirmed. Section 9. The City Clerk is hereby directed to cause to be recorded in the office of the Superintendent of Streets a certified copy of the diagram and assessments provided for in subdivisions (d), (e) and (f) of Section 10204 of the 1913 Act. 2 P6401-1033\937807v2.doc RES. N0. 07-4B Section 10. The City Clerk is hereby directed to cause to be recorded in the office of the County Recorder of the County of Riverside a notice of assessment in connection with the Assessment District as provided by Section 3114 of the California Streets and Highways Code and Section 10402.5 of the 1913 Act. Section 11. Following the recordation of such notice of assessment, the City Clerk is hereby authorized and directed to provide notice of recordation of the assessment in accordance with Section 10404 of the 1913 Act. Section 12. The City Council hereby authorizes the City Manager and the Director of Finance, at any time prior to the completion of the improvement proceedings, to make changes in connection with the Assessment District, including but not limited to approving changes to the Engineer's Report (including, but not limited to, cost estimates and line items therein), the acquisitions and improvements ordered herein, and the assessments (including the amount of any of the individual assessments) confirmed hereby, provided this Resolution shall not be deemed to authorize the City Manager or Director of Finance to approve any increase in the amount of any of the individual assessments. Section 13. The form of Purchase and Sale Agreement and Escrow Instructions by and between the City and Berdan Parcel C LLC, A California Limited Liability Company, and NFT Parcel C LLC, A California Limited Liability Company, presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Mayor, the Mayor Pro Tempore (in the Mayor's absence), and any deputy of such officers (each an "Authorized Officer"), acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Purchase and Sale Agreement and Escrow Instructions in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 14. The form of the School District Funding Agreement by and between the City and the Palm Springs Unified School District presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the School District Funding Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 15. The form of the Joint Facilities Agreement by and among the City, the Coachella Valley Water District and Summit Monterey Properties, LLC, 3 P6401-I 033\937807v2.doc RES. N0. 07-4B A California Limited Liability Company, presented at this meeting and on file in the office of the City Clerk, is hereby approved. Each of the Authorized Officers, acting singly, is hereby authorized and directed, for and in the name and on behaff of the City, to execute and deliver the Acquisition Agreement in substantially the form on file with the City Clerk and presented at this meeting, with such additions thereto or changes or insertions therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery). Section 16. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents which they may deed necessary or advisable in order to effectuate the purposes of the this Resolution and the agreements referenced herein, and any actions previously taken by such officers are hereby ratified and confirmed. RESOLUTION NO. 07- 4B PASSED, APPROVED, AND ADOPTED THIS 25th DAY OF JANUARY 2007. STATE OF CALIFORNIA COUNTY OF RIVERSIDE ss. CITY OF PALM DESERT I, Rachelle D. Klassen, City Clerk of the City of Palm Desert, County of Riverside, State of California do hereby certify that the foregoing Resolution No. Q�was regularly adopted by the City Council of said City of Palm Desert at a regular meeting of said council held on the 25th day of January 2007 by the following vote, to wit: AYES: NOES: ABSENT: ABSTAINED: Richard S. Kelly Mayor Rachelle D. Klassen City Clerk City of Palm Desert 4 P6401-1033\937807v2.doc CITY OF PALM DESERT PRELIMINARY ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT No. 2004-02 NovEMBER 1G, 200G INTENT MEETING: November 16, 2006 PUBLIC HEARING: January 11,2007 � .� �MuniFinancial Corporate O�ce Regional Offices ?73G8\'ia lnJustna :lnahrun,C.� Ph<�rntx,.�Z tiuvc 110 Indusm�,C.\ tian Die�;��,C.1 fcmccula,(:.\92590 Lancaster,C.1 Seatde,Vi'.� '1'rL• (909) 587-3500 ()akland,(:.� \�'aslunKt�m,DC Trl: (800)755-,�IL'IvI (GSG4) Fxr: (909) 587-3�10 �vww.muni.com ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT TABLE OF CONTENTS CERTIF'ICATIONS................................................................................................................................................. ii ASSESSMENT...........................................................................................................................................................1 GENERAL DESCRIPTION OF SECTION 29 ASSESSMENT DISTRICT NO.2004-02.................................3 DESCRIPTIOIYOF WORK.....................................................................................................................................3 EXHIBIT A-PLANS AND SPECIFICATIONS...................................................................................................A EXHIBIT B-COST ESTIMATE..........................................................................................................................B EXHIBITC-ASSESSMENT ROLL....................................................................................................................0 EXHIBIT D- REPORT UIYDER PART 7.5 DIVlS10N 4....................................................................................D EXHIBIT E- METHOD OF'ASSESSMENT........................................................................................................E EXHIBIT F-ASSESSEMENT DIAGRAM...........................................................................................................F EXHIBIT G-RIGHT-OF-WAY AND EASEMENTS..........................................................................................0 EXHIBIT H-MAXIMUM ANIVUAL ADMINISTRATION COST ADD ON................................................... H MuniFinancial i City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT CERTIFICATIONS "1'he undersigned respectfull�• submits the enclosed report as ciirected b�� the Cin•Council. Date: , �OOG. AluniTinancial/��'illdan .lssessmcnt Fngineer I f IL:KI:BI' C�R'I'II��' that the enclosed En1;ineer's Rep�rt, rogether with the �lssessment and :\sscssment I�ia�;ram thereto attached, �vas filed«-ith me on the da�•�f , 200G. Clcrk of thc City Council, Cit}'�f Palm Desert,California I E3�:RI�.BY CER"I'II��' that the cnclosed Cngineer's ftep�rt, togethcr with thc .lssessmcnt and �lssessment Diagram thereto attached,�vas appro�•ed and confirmed b}•the Cit��Council for the Cih�of Palm I�csert, California, on the da�• of , 20UG. Clerk of the Cit��Council, Cin'of Palm llesert, California [ HI-:RE�:B�" CrRTIF1' that the encloscd Engincer's Report, together �vith the .�ssessment and :lssessment Uiagram thereto attached,was recorded in m}•office on the da�� of , �O�G. Cin' Engineer(Superintendent of 5treets), Cit��of Palm Desert, California MuniFinancial ll City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 � CITY OF PALM DESERT .�S�I-;�SI�iCN"1' WHEREAS, on Ncn•ember 1G, 2006, tlie Citt- Council of the Cit}• of 1'alm Dcsert (the "Cin''),State of California,under the �funicipal Imprrn•ement .1ct of 1913 (the"��ct"),adopted it� Resolution of Intcntion to;�1akc,-lcquisitions and Impro�•emcnts(the"Resoluuon of Intcnuon") for the acquisition and/or construction of the public imprrn•ements (the "Imprrn�ements") more particularl<<therrin described in and for the Cih•�s Section 29.lssessment District No. ?(1O-�-02(thc ":lssessmcnt Uistrict"); WHEREAS, �vith respect to the Impro�•ements, the Resoluuon of Intenuon ciircctcd the undersi�med to make and file a report presenting a general description of an}��vorks and appGances alread}� installed and any other propern' necessar�� or con�•enient for the operation of the Impro�•ements,plans and specificauons for the proposed construcu�n,estimate of c�sts,maps and descriptions of lands and easements ro be acyuired, and diagram and assessment of and upon the subcii�•isions of land�vithin the�sses�menc I�istrict, to which Resolution and the descripu�n c>f thc Impro�•ements therein contained reference is hereb}� made fc�r further particulars; NOW, THEREFORE, thc follo�ving asscssment is made ro covcr the poruon of thc estimated cost of the Impro��ements and the costs and expenses incidental therero to be paid b}• the asscssments: SL�1I�L-1K�'COS1' P.5TIni.-�1'C �l) �2) �3) .-1s I'rcliminarilj� .-�s Confirmed :1s �toditled .-�vnroved .�nd Recordcd ,lfter ��— Recordation C�nstruction Costs $19,0-19,2-�0 Im act I�ees �1,718,309 Ri hts-of-�t'a�• �5,577,29G Contin encies 52,731,82�i �:n �nccrin and Incidcntals �3,189,950 Iiond Costs �7,025,321 Total Im r��•ement Costs S39,291,9-�2 Less Cih� Contribuuons 5713,2�6 Less Se�ver Gcneral Benefir 5123,821 T(�"1��1I.1'U ,'�SSF.SSAiCNT $38,�5�,875 I do hereb}' assess and a�portion thc I3alance to rlssessmcnt of the Total Cost of thc acquisiuons, �vork and impro�•ements upon the sereral lots, pieces or parcel or portions of I�ts �r subdi��isions of lanc3 liable therefor and benefited thcreb��,and hcrei�iafter numbered ro corres��nd ��ith the numbers upon the attached.-�ssessment llia�ram,upon each,sererallc and respecu�•el�•,in accordanee «�ith the benefits to be recei�•ed b}• such subdi�•isions, respecti�•el�•, from the MuniFinancial 1 City of Palm Desert Impro�•ements,and more particularlt•set forth in the list herero attached and b�-reference made a�art lieree>f. 'I'hc assessmcnt is madc upon the se�-era1 subcii��isi�ns of land�vithin the.-�ssessment llistrict in proporti�n ro the estimated beneFts to be recei��ed b}� the subcii�-isions, respecti.•el��, fr�m the imprc��•ements. .�s rcquired bti- the .-1ct, an .-�ssessment Diagram is hereto attached sho�cing the .�ssessment District and also the boundaries and dimensions of the respecdre subcii�•isi�ns of land within thc :�ssessment District as the same existed at the time of thc passage �f thc Res�luti�n of Intentio�i, each �f�vhich subdivisions ha�-ing been gi�•en a separate number upon the ;lssessment I�iagram. I:ach subdi�>isiun�f land assessed is described in the�vithin�lssessment Roll b��reference to its parcel number as sho�vn on the .-lssessor's ;�Iaps of the Count�' of Riverside for the fiscal }-ear 200�-2OOG and includes all of such parcel excepting those pordons thereof�vithin exisung �ublic roads or right of�va�� to be acquired in tliese proceeciings for public road pur�oses. For a m�re particular descripuon of said propert��,reference is hereb��made ro the deeds and ma�s on file and�f recorcl in the ofFice of the Count}� Recorder of the Counn-. Notice is herebt� ,�i��en that serial and/or tcrm impro�•ement bonds to rcpresent un�aid assessments and bear interest at the rate of not to exceed nvebe percent (12°%0) per annum,�r such higher rate of interest as ma}•be authorized by�applicable law at the time of sale of such bonds,�tinll be issued hercunder in the manner provided b�� lli��i�ion 1O of nc� Strcets and I�ighwa}'s C�dc, thc Impro�•ement Rond .-1ct of 1915,and the last installment �Fsuch bonds shall mature not to e�ceed thirn�-nine (39) ��ear� from the second dati� of Seprember next succeeding nvelve (12) months from thcir date. �funiFinancial/\Y'illdan .lsscssment �.ngineer Cit�-of Palm Dccert State �f California Si�med bt• Richard I.. Kopeck}',I'.E. (CL 1G7�42} MuniFinancial 2 City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT The impro��emcnts,�vhich arc the subjcct of this report, are briefl�� dcscribed as follows: GENERAL DESCRIPTION OF THE Section 29 Assessment District No. 2004-02 This impro��ement district includes properties generall�•in the south half and three�ro�erries on thc n�rth half of Secuon 29 in the cin�of Palm Desert. The impro��ements consist generallt� of streets, se�vers, storm drains,water lines, drainage basins, relocation of uuliaes and acyuisition of necessan- rights-of-��a�� or propern• on��hich to install the imprcn•ements. �fost of the impro��ements cannot be installed«�thout the concurrence and cooperation of individual land owners/de�•elopers. For this reas�n, it was decided that an impro�•ement district would prrn-ide the vehicle to app�ruon the c�sts am�ng thc sereral properties. DESCRIPTION OF WORK 'llic follo«�ng is a descripuon oF the�lanned impro��ements for the entire �lssessment I�istrict. .1. STR}�;C"1' I;�1PR(��'EI�iI-:NTS 5treets ro be constructed are arterial strects and collector streets. These streets �vill funcdon to carr� traftic around and�vithin the developments for proper circulation."!he arterial .treets consist of ne�� strects or street �vidcninK of erisung strcets. "l�c artcrial streets are �i�ntcre}• .-1�•cnuc, Gerald 1-�ord I�ri�•e, Portola :�venue, 35'h ?��enue and Dinah Shore Dri��e. Collecror streets to scr�•c thc internal portions of thc Uistrict are(�ate�va}� Dri�•e, "�" Strcet, Dolcc ,-1�•cnue and Cortesa \�'a�•. '1'he streets�vill be constructcd and/or�videned to the Cin•of Palm Desert standards. "I'hese standards ma�� include curb and gutrer, pa�-ement, meciians and median landscapin�, side�valks and ucilin- rclocation. I3. 5'1'()K1�1 DIL1II�i II�IPRO�'E�iCNTti St�rm llrains are required so that increased run-off fcom the de�•eloped properties does not negati��el�� affect do�vnstream properdes. 1�e storm cirains �vill �;enerall5� be constructed in the exisung �r �roposed streets. 'I'he storm drains �vill outlet into an existing draina�;c basin at thc northcasterl�• �ortion of the District. This basin �vill retain the storm flo�vs so that it does not negatively affect dow•nstream properties. The draina�;c basin is privatcl�•hcld and�vill necd to be acquired to allo�v the propertics to de�•clop. 'I'hc basin�vill alsc>neecl to be deepened to increase storm run-off capacin•and the side�valls�vill need to be stabilizcd from erosion. C. S!-?��`F�:R I�fPRO�'FI�iCNTS Sanitan� sewer impro��ements�vill be constructed to sen•e most �f the pro�erdes in the I�istrict. "f1�c sewers��nll be the backbone collecuon s�•stem to sen•e the properues as theS�de��elop. 'l�he se�vers�vill MuniFinancial 3 City of Palm Desert be extended to an existing 12-inch pi�e o�vned b�� the Coachella�'alle}•\t'ater District that crosses the Southern Pacific Railroad tracks anc]Interstate 10. 1�he 12-inch pipe�vill be rem��ed and replaced�vith an 18-inch �i�e ro pro�•ide capacitt for the District proj�erues. :1s the �roperties de��elop, the se�vers �vill be cxtended ro sen•c the indi�•idual lots/buildin�s in thc de�•elopment and the cost of these extensions are not includrd in this District. 1�. \C',\"CI-:R Sl'51'F1�I IAIPRC)\'I:I�fENTS \�'ater mains and h��drants�vill be constructed in the I�istrict to pro��ide fire protection and d�mestic .vater to each of the properties as the}�de�-elop. r1s de��elopment proceeds, these �vater mains will be extencled to sen-e indi�-idual lots/builciings in the de��el��ment and are not included in this District. F.. REI.00.1'I'ION OP L;1'LI'1'II-;S I�:xisung o�-erhead utilities along some but not all�f the arterial streets�vill be relocated to cc�nstruct the strcet impro�•ements. r. RIGI ITS-OP-��'�1�' / ].;1ND ,1CQUISI"1'ION RiKhts-�f-�va�• and/or land �vill be required to construct the improrements and benefit the parccl� �vherc existing strcet or utilit}'easements do not exist. This rep�rt includes the follo�ving attached exhibits: CtI--IIBI"I' .-� - I'lans and s�ecifications for impro�•ements to be acquired or constructed. 1'lans and specifications are a part �f this report, separatelti• bound, and are a�•ailable for re��icw at thc Oftice of thc Cit}• �ngincer. F.�IIBIT� - :1n estunace of the cost of the impro��ement. �XHIBI'I'C - �1n assessment roll,sho�ving the amount to be assessed against cach parcel of real propern'�Llthin the�lssessment District. F.ach parcel i�de�cribed b�•:lssessor's Parcel Number or other designauon. F.ach parcel is also assi�ned an "assessment number" for the purp�ses of this pr�cccding. 1-:XI III3IT ll- .�report under Part 7.5 of Di�-ision�of the California Streets and f�ighwa��s Code. I�:XE IIBIT E - �1 statemrnt of the method b�� vhich the .lsscssment Cngincer determined thc am�unt to be assessed against each parcel based on the special benefits ro be deri��ed br each parcel, respecti�•el�•, from the impr��-ements. 1-:Xf IIBIT f� - .-� ciiagram �ho�ving all of the parcels of real propert�� vithin this Section 29 :\ssessment llistrict N�. 20U-�-02. 77�e diagram c�rresponds and is ke}�ed t� �xhibit C b} the assessment number. L�:I-IIBI'1'C; - .-1 schedule sho�vin� the right-of-wat• easements and/or land to be acquired. MuniFfnancfal -1 City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT EXHIBIT A- PLANS AND SPECIFICATIONS P1.:1Nti .-1Nll S1'I�CIF'IC,1"I'IONS 1�c plans and specifica[ions for the impr�vements to be acquired or constructed for this :�sses�ment llistrict are�•oluminous and�vill not be bound in this Report,bur b��this reference are incorporated as if attached to this Report. The plans and specificauons are on file in the office of the Cin•I-:ngineer of thc C:in� of I'alm Desert. The plans and specifications for this Assessment I�istrict consist of strect and storm drain, sanitan•se�c�cr and�vater main impro�-ements. MuniFinancial Exhibic .� - 1'age 1 City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT EXHIBIT B -COST ESTIMATE �. �. �. I'rchmin.inl� (,nnfirmcJ (.r�nfinnc�l Conxtruction Costs \��r��J .�nJ.\p�+nncJ anJ\I�KiiCi�J �trrrtlmprrnrmcnh ;\rtcn:J $ 7,4'i,G?RNn S S >trcci Impruvcmcn�. Cullccrnr I.il !�GI 1 i �c�i�cr Impruccmcnn 1,l�2N,11{q l2 �ortm l)r.un Imprnccmcnt+ind Re.in I..�nJ(�,.i, f�,26_',-(�9 77 \\atcr Im�r�i��rmrnt. l;Ji7,l9G�4 Im�+.lct I-cc• I.'IR,iu7�� ,mnn�;c�a 2.;�1.N25 9� Total S 23,a'N,375 Enqineerin�Desiqn,Conatruction,Administration,Righo-o(Way Incidenqle I�.n�,�nccnn�, 5 I!��;,35L�� (1 f(.nc Pok Rc Inc m�m ';��M�� Ctdu�LunrJinatiun -5!eMiiwi �'�rrnn, a77,351�m �!,mtcucu�,n\1ani�,cmcnt,S��J��'��rk,and�ta4on}; 1.L25,2�13 ii�� w�;n<<,r��,,, is-;.a�n��+ Total S 8,767,246 Costo(Issuance 1��,rmaunn S 55!��M� (:rtv S�xaal(i�un.cl J�:ywiMi B�mJ(i�umcl $�:N N�IM� .\..c..mcn�I in�,�nccnn� Hi;�e u i i x i ��.,�.:�� S�i�uuiini l)ndn.urc(i�un.cl 5��;�� (.it� .\Jmmntratiun hcc %i!unii��i I'nnnn�; I S,ni x��w� I�inanaal,\J�r.��r M��J�nu i x i >tau�ncal I)at.� S IMIU INI 14 mJ I..uancr('�m an�cn c� ��!�� Total f 557,000 C�pinlized(nterest,Reservt FunJs,Discount (.a�rtxlvc�l�tctc.t 5 1.14i��n�iiai N�,cn��I�unJ ?, 6;�nxiui lliJcn�ntrn Uncnunt � 6111.7i Total S 6,�i68,321 Tutal Projcc[Costs and C�piulized Interest/Reseni S 39,291,412 L.ess General Benefit S (123,821) Lcss City Con[ributions (7U,246) 'fotal Asseesment Amount S 38,45�,975 MuniFlnancial I-:xhibit B - I'age 1 City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT EXHIBIT C -ASSESSMENT ROLL .1n assessment of the total amount of the costs and cxpcnscs of the improvements upon thc subcii�•isions of land within the.lssessment I�istrict in proportion to the estimated special benefit ro be recei��cd 6�- the subdi��isions from the irnpro�•cments,is set forth upon the follo�ving.lsscssmcnt Roll filcd�vith and madc part of this Rcport. 'l�e.�ssessment Roll lists the assessor's parcel numbers�vithin this Assessment District b��assessment number. 'I'hc asscssment numbcrs appearing on the:lsscssmcnt Roll correspond�vith the subdi�•isions and�arccls of land and their numbers sho�vn on thc .lsscssment I�iagram (I-:xhibit I~). MuniFinancial Fxhibit C - Pa�c 1 City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT Assessment Roll Assessor's Assessment As Preliminarily As Confirmed As Confirmed Parcel Number I.D. Number Approved and Approved and Modified 653-250-056 1 2,837,995.42 - - 653-250-073 2 - - - 653-260-016 3 277,743.28 - - 653-260-018 4 2,065,180.60 - - 653-260-021 5 46,644.00 - - 653-260-022 6 4,259,151.95 - - 653-260-023 7 938,47220 - - 653-260-024 8 5,626,120.68 - - 653-260-025 9 76,978.00 - - 653-260-029 10 5,452,807.64 - - 653-260-033 11 4,077,920.43 - - 653-260-035 12 - - - 653-260-036 13 6,792,085.59 - - 653-260-041 14 1,083,454.75 - - 653-260-042 15 206,352.78 - - 653-850-001 16 29,647.60 - - 653-850-002 17 29,647.60 - - 653-850-003 18 29,647.60 - - 653-850-004 19 29,647.60 - - 653-850-005 20 29,647.60 - - 653-850-006 21 29,647.60 - - 653-850-007 22 29,647.60 - - 653-850-008 23 29,647.60 - - 653-850-009 24 29,647.60 - - 653-850-010 25 29,647.60 - - 653-850-011 26 29,647.60 - - 653-850-012 27 29,647.60 - - 653-850-013 28 29,647.60 - - 653-850-014 29 29,647.60 - - 653-850-015 30 29,647.60 - - 653-850-016 31 29,647.60 - - 653-850-017 32 29,647.60 - - 653-850-018 33 29,647.60 - - 653-850-019 34 29,647.60 - - 653-850-020 35 29,647.60 - - 653-850-021 36 29,647.60 - - 653-850-022 37 29,647.60 - - 653-850-023 38 29,647.60 - - 653-850-024 39 29,647.60 - - 653-850-025 40 29,647.60 - - 653-850-026 41 29,647.60 - - 653-850-027 42 29,647.60 - - 653-850-028 43 29,647.60 - - 653-850-029 44 29,647.60 - - 653-850-030 45 29,647.60 - - 653-850-031 46 29,647.60 - - MuniFinancial Exhibic C - Page 2 City of Palm Desert Assessor's Assessment As Preliminarily As Confirmed As Confirmed Parcel Number I.D. Number Approved and Approved and Modified 653-850-032 47 29,647.60 - - 653-850-033 48 29,647.60 - - 653-850-034 49 29,647.60 - - 653-850-035 50 29,647.60 - - 653-850-036 51 29,647.60 - - 653-850-037 52 29,647.60 - - 653-850-038 53 29,647.60 - - 653-850-039 54 29,647.60 - - 653-850-040 55 - - - 653-850-041 56 - - - 653-851-001 57 29,647.60 - - 653-851-002 58 29,647.60 - - 653-851-003 59 29,647.60 - - 653-851-004 60 29,647.60 - - 653-851-005 61 29,647.60 - - 653-851-006 62 29,647.60 - - 653-851-007 63 29,647.60 - - 653-851-008 64 29,647.60 - - 653-851-009 65 29,647.60 - - 653-851-010 66 29,647.60 - - 653-851-011 67 29,647.60 - - 653-851-012 68 29,647.60 - - 653-851-013 69 29,647.60 - - 653-851-014 70 29,647.60 - - 653-851-015 71 29,647.60 - - 653-851-016 72 29,647.60 - - 653-851-017 73 29,647.60 - - 653-851-018 74 29,647.60 - - 653-851-019 75 29,647.60 - - 653-851-020 76 29,647.60 - - 653-851-021 77 29,647.60 - - 653-851-022 78 29,647.60 - - 653-851-023 79 29,647.60 - - 653-851-024 80 29,647.60 - - 653-851-025 81 29,647.60 - - 653-851-026 82 29,647.60 - - 653-851-027 83 29,647.60 - - 653-851-028 84 29,647.60 - - 653-851-029 85 29,647.60 - - 653-851-030 86 29,647.60 - - 653-851-031 87 29,647.60 - - 653-851-032 88 29,647.60 - - 653-851-033 89 29,647.60 - - 653-851-034 90 29,647.60 - - 653-851-035 91 29,647.60 - - 653-851-036 92 29,647.60 - - 653-851-037 93 - - - 653-851-038 94 - - - 653-852-001 95 29,647.60 - - 653-852-002 96 29,647.60 - - 653-852-003 97 29,647.60 - - 653-852-004 98 29,647.60 - - MuniFinancial l�:xhibit C - 1'age 3 City of Palm Desert Assessor's Assessment As Preliminarily As Confirmed As Confirmed Parcel Number I.D. Number Approved and Approved and Modified 653-852-005 99 29,647.60 - - 653-852-006 100 29,647.60 - - 653-852-007 101 29,647.60 - - 653-852-008 102 29,647.60 - - 653-860-001 103 29,647.60 - - 653-860-002 104 29,647.60 - - 653-860-003 105 29,647.60 - - 653-860-004 106 29,647.60 - - 653-860-005 107 29,647.60 - - 653-860-006 108 29,647.60 - - 653-860-007 109 29,647.60 - - 653-860-008 110 29,647.60 - - 653-860-009 111 29,647.60 - - 653-860-010 112 29,647.60 - - 653-860-011 113 - - - 653-860-012 114 - - - 653-861-001 115 29,647.60 - - 653-861-002 116 29,647.60 - - 653-861-003 117 29,647.60 - - 653-861-004 118 29,647.60 - - 653-861-005 119 29,647.60 - - 653-861-006 120 29,647.60 - - 653-861-007 121 29,647.60 - - 653-861-008 122 29,647.60 - - 653-861-009 123 29,647.60 - - 653-861-010 124 29,647.60 - - 653-861-011 125 29,647.60 - - 653-861-012 126 29,647.60 - - 653-861-013 127 29,647.60 - - 653-861-014 128 29,647.60 - - 653-861-015 129 29,647.60 - - 653-861-016 130 29,647.60 - - 653-861-017 131 29,647.60 - - 653-861-018 132 29,647.60 - - 653-861-019 133 29,647.60 - - 653-861-020 134 29,647.60 - - 653-861-021 135 29,647.60 - - 653-861-022 136 29,647.60 - - 653-861-023 137 29,647.60 - - 653-861-024 138 - - - 653-861-025 139 - - - 653-861-026 140 - - - 653-862-001 141 29,647.60 - - 653-862-002 142 29,647.60 - - 653-862-003 143 29,647.60 - - 653-862-004 144 29,647.60 - - 653-862-005 145 29,647.60 - - 653-862-006 146 29,647.60 - - 653-862-007 147 29,647.60 - - 653-862-008 148 29,647.60 - - 653-862-009 149 29,647.60 - - 653-862-010 150 29,647.60 - - MuniFinancial �:xhibit (; - Pagc-1 City of Palm Desert Assessor's Assessment As Preliminarily As Confirmed As Confirmed Parcel Number I.D. Number Approved and Approved and Modified 653-862-011 151 29,647.60 - - 653-862-012 152 29,647.60 - - 653-862-013 153 29,647.60 - - 653-862-014 154 - - - 653-862-015 155 - - - 653-863-001 156 29,647.60 - - 653-863-002 157 29,647.60 - - 653-863-003 158 29,647.60 - - 653-863-004 159 29,647.60 - - 653-863-005 160 29,647.60 - - 653-863-006 161 29,647.60 - - 653-863-007 162 29,647.60 - - 653-863-008 163 29,647.60 - - 653-863-009 164 29,647.60 - - 653-863-010 165 29,647.60 - - 653-863-011 166 29,647.60 - - 653-863-012 167 29,647.60 - - 653-863-013 168 29,647.60 - - 653-863-014 169 29,647.60 - - 653-863-015 170 29,647.60 - - 653-863-016 171 29,647.60 - - 653-863-017 172 - - - 653-863-018 173 - - - 653-864-001 174 29,647.60 - - 653-864-002 175 29,647.60 - - 653-864-003 176 29,647.60 - - 653-864-004 177 29,647.60 - - 653-864-005 178 29,647.60 - - 653-864-006 179 29,647.60 - - 653-864-007 180 29,647.60 - - 653-864-008 181 29,647.60 - - 653-864-009 182 29,647.60 - - 653-864-010 183 29,647.60 - - 653-864-011 184 29,647.60 - - 653-864-012 185 29,647.60 - - 653-864-013 186 29,647.60 - - 653-864-014 187 29,647.60 - - 653-864-015 188 - - - 653-865-001 189 - - - TOTAL 38,454,875.24 MuniFinancial Exhibi� C - Pa�e 5 Cfty of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT EXHIBIT D—REPORT UNDER PART 7.5 OF DIVISION 4 Under the Resolution of Intention, thc rcquirements of Division -�of the California Strccts and I Ii�h�va}-s Codc shall be sausfied�vith Part 7.5 �f said Di�•ision 4, for�vhich the follo�ving is �resented: l. The total amount, as near as can be determined, of the tocal principal amc�unt of all unpaid special assessments and special assessments required or proposed to be le�-ied under ant� cc�mpleted or �endin�; assessment proceedings, other than contemplated in the instant proceedings is: SO ?. The total amount of the principal sum of the special assessments proposcd t�be lc�•icd in the instant proceedings is: $38.-}��.875 3. '1'he total amount of the principal sum of unpaid special assessments le�•ied against thc parcels proposed to be assessed,as computed pursuant to paragraph 1 abo�e,plus thc�r'sncipai amount of the special assessments proposed to be levied in the instant �roceedin�s from �aragraph 3 abo��e is: S38.-�5�3.875 -�. Z�e tatal parcel value,as near as near as mat�be determined,of the parccls of land and impro��ements which are proposed to be assessed in the instant�roceedings,as dctcrmined b�� the full cash��alue of the parcels as shown upon the last equalized assessment r�ll of the Countt• of Ri�•crsidc is: S89.398.�9-� MuniFinancial �xhibic r - Page G City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT EXHIBIT E- METHOD OF ASSESSMENT B.�(:I�(JK(�l:ND 1�he la�v reyuires that assessments Ie��ied pursuant to the I�lunicipal Impro�•ement?�ct of 1913 be based on the benefit propertics receive from the��'orks of Impro�=cment. Ho�ve��cr, the law docs not s�ecif�- thc method or formula that should be used to apporti�n the assessments in the rlssessmcnt I�istrict proceedings. In adciiuon, :�rtides XIIIC and XIIID of the California Consatution reyuire that ocilt• special benefits are assessable,that no assessment ma}�exceed the propordonal special benefit conferred �n the parcel assessed and that publicl�•o�vned parcels shall not be exempt from assessment unless clear and c�m�incing evidence demonstrates that such public o�vnec3 parcels recei��e no special benefits from the impro��ements or ser��ices for �vhich the assessment is le��ied. Special benefit is a particular and ciisunct benefit o��er and above general benefits c�nferred to the public at large on real propern�located in the,lssessment District. General enhancement of propern•value does not consuture special benetit. It is necessan•t�idenrifti�the benrfit that the�`�'orks of Improvcment�vill render ro the properties�vithin the .-1s.essment District. It is also necessan• that the properues recei��c a special and ciirect benefit as ciistin�;uished from general benefit to thc general public. Thc responsibilin�rests�vith the�lssessment E�:ngineer who is appointed for the purpose of anal�-zing the fact�and determining the method or formula for apportionment (spread) of the assessment obligauon to the bcnefitted properaes. For these �roceedings, thc Cin� has retained the firm of I�funirinancial/�l'illdan as the�1ssc�sment Cngineer. The�lssessment f-:nginecr makes tlie recommendation for the method of apportionment at the public hearin�;. The final authorit�� and acaon rest �vith the Cin• Council after hearing all testimont� and e��idence presented at the public hearing and the tabulau�n of assessment ballots. C:pon conclusion of the public hearing,the Cit}-Council must make the final acuon in deternzining that the assessment has been made in direct proportion to the benefit recei��ed. Ballot tabulation will thrn be complered,and if a majorin�of ballots,weighted b}•assessment amount, are in support of thc assessmcnt, then the Cin� Council maj•establish the�lssessment District. BFNTrI"1' The impro�•ements to the:�ssessment District include improvements ro the street,sanitan-se�ver,storm drain,�vater main and o��enc�ad uulin• sj•stems. "17�e bcnefits attributable to cach improvement�vill bc discussed separatel��. General Benefit .1 poruon of the pubGc impro�•ements, se�vers and streets �vill com•e�• public benefit beti�ond the properues�czthin the District. Therefore, the costs of these impro�•ements�vill not be assessed to the properUcs�ththin the District. MuniFinancial Lxhibit �: - Pagc 1 City of Palm Desert "1'hc cxisun� 12-inch se�ver line under the Southcrn Pacific Railroad tracks and I-10 road�va�• ��ill bc re�laced�vith an 18-inch sewer that also�vill provide sewer capacit�• for areas outside the district. '1'his general bcnefit is estimated to bc �123,H21 and�vill not be assessed ro pr<>perties ��zthin the I�istrict. (:�nstruction of Portola.1��enue ro its ultimate�vidth is not a condiuon of appro��al fcar de��elopment of the �roperues�vithin the District. Constructi�n of 1'ortola .1�•enue to its ulumate width is a benefit to the public at large and constitutes tlic same�eneral benefit. The cost of this general benefit is estimated at�713,2-FG and will bc c�ntributed b�•thc Citt•of I'alm Dcscrt. "l�is�encral benefit will n�t bc assessed ro the propertics�vithin the I�istrict. Special Benefit :111�f the impro�•ements are necessar}•for the orderl��de�•elopment of the properties�vithin the District tc�achic�•c thc full�otcnual consistent�vith the(:it}'s General Plan. These impro�•ements in rotal c�r in �art are rcyuired as conciiuons for an�� subdi�•ision of the parcels or building permit a��lication. Some <�f these impro�•ements will also benefit school ciistrict properties �vithin the boundar�� f the I�istrict. t Io�ve��er, thcsc impro�•cmcnts, �vithout anti• reduction in length or siu, are still rcyuired ro ser�•e the other developments �vithin thc District. In addiuon, most of the other properties bcing asscsscd ma�-utilize the school faciliues ivhen built and the impro�•ements that�vill sen�c it. '1'hereforc, the sch��l district propert}• �vill receive no special benefit that is not alread}' conferred �n other properues �vithin the llistrict. BENEFIT ANALYSIS AND METHOD OF ASSESSMENT Streets Streets to be constructed as impro��ements in the district�vill benefit the propertics to different degrees. In recognition of this factor, strects are classified inro nvo benefit categories,i.c. .lrterial and Collector. Genera115• the rlrterial streets benefit all of the de�•eloper's properh�, the Collecror strcets bcncfit onl}- some de�•elopers. Since the streets are necessan• and required for thc dc��elopmcnt of thc number of units on the properties, the corresponding asscssments �vill be bascd on the potential number of units that �vill be construcred on the properties. '11ze l.o�ves parcel�vill be constructing portions of the�lrterial streets — east side of i�iontereti• and the north side of Gerald Ford across their propert5�. Thet�will also be construcung a p�rti�n of the sc>uth side of"�1" Street, a collecror. 'lhe costs of these impro��ements are a credit to the ],owes parcel,�vhich offsets entirel�� anj�bcnefit from thc strect improvements. Two other parcels on thc north side of 35'h �1�•enue either constructed poruons of 3�'h .1�•enue or are sen�ed b�� streets ro the north and recei��e no benefit from the district impro��ements. '1'he �arccl, �ummit �4ontcrc}' Propertics: .1PN G�3-2�0-OU7,�vould also be ser�•ecI b�� streets t� thc north but does recci��e impro�•ed access and benefit,albeit a reduced benefit, from the constn�cuon of 35�h �1�•enuc. Storm Drains "1'he storm drains are rcquircd to protcct both thc properucs �o be de��clopcd as wcll as d��vnstream pr�perties. Since the units of de�•elopment c�uld n�t be constructed �n the properties�vithout the MuniFinancial Lshibic C - PaKc 2 City of Palm Desert storm drains, thc assessments ��rill bc basecl on the number of units or equi��alent units to bc de�•elo�ed on each properri•• Thc Sares-Regis, Summit 1�lontere�- Properties and Descrt �l''ells parccls (653-25U-0�6, G�3-2GO-0-31, G�3-2G0-��12, G�3-2G0-021, and G53-2G0-029) �vill not bc assessed for Storm Drains. "1'hc Sares-Kegis and Del3onne parcels are constructing on-site retrnuon basins,which�vill contain all incremental run- off on thcir properties. The Noble�arcel alread�•includes a retendon basin,�vhich adeyuatelti•scr��es the parccl. Sewers tianitan� se�vers are required to dc�•elop the units on the propern�. 'l�erefore, the asscssments ��-ill be based on the number of units or potential units to be de�•cloped on the properues. "1'lIc remo�•al �f tlie existing 12-inch se�ver�vith an 18-inch se�ver at the northeast section of the district �vill al�� ser�•e pmperues�vesterl�� of I�iontere}-��renue. "l�e cost of the sen•ice ro that area w-ill be e�;cluded frum the cost assessed to properties �vithin the district. Water System �l"'atermains are required to develop the units on the properh•. Cxcept for the Lo�ve's parcel,which is constructing�vatermains to sen•e its propert}',the benefit and corresponding assessments�vill be basecl on thc number of units or potential units to be dc�•eloped�n the properties. Rights-of-Way Rights-of-wa��vill be required ro construct the im�ro�•ements and benefit the parcels where existing strcct or utilin•easements do not exist. �1n am�unt�vill be assessed for thc cost of these ri�hts-of-wa��. If the properties dedicate the required rights-of-�va}�at no cost to the district,i.e.graus,then a creciit�f the amount of the dedicated right-of-�va��vill be giren. Land Acquisition Land will be necessar�� ro expand and enlarge the drainage basin. Since this is a special benefit to all properue� that currend}�do not or will n�t discharge to the smaller existing basin, the rnst of lanc] acyuisition�Lill be assessed t� those properues ne�vlt� discharging ro the basin. DISTRICT PROPERTIES "1'here arc eight (7) propern• o�vners�vho own sixteen (189) indi�•idual assessors parcels. .1 potential school parcel consisting of 25 acres �vill be carved out of t�vo of the existing parcels. 'I�he propertt� o�vncr� and indi��idual o�vnerships are as follo�vs: Owner Assessor Parcels I�icl.eod G53-2G0-022, (123,02-3,0?5 Lo��•cs G53-2G0-018 Sares-Rcgis G53-3G0-021, 029 Rillingron Parcels�vithin Bk G53Pgs 85 and 8G Pondcrosa Homes 653-2G0-01G,�33,035,03fi Dcscrt��'ells G�3-2G0-0-�1,043 Summit I�lontere�• Propertics G�3-250-OSfi MuniFinancial Exhibic I-: - Page 3 City of Palm Desert DEVELOPMENT POTENTIAL Some of thc properties ha�•e de��elopment enudements and others do not. In order to establish a bcncfit anal��sis for thc impro��emcnt district, each one of the dc�-elopers �vas assi�,med a rotal de�-elopment potendal. "1'his�vas based on actual enutlemcnts or esamated de�•elopment pc>tenual based c�n current •r.oning of the properues. There is a mixture of single-familti�,mulu-famil}•, cc>mmercial and school zoned properues. It is generall�� accepred pracuce to assign an cyui��alent �f fi�•e (�) d�velling units per acre for commercial or scho�l properties �vhen the exact nature �f the dc��cl�pment is uncertain. For single and muld-familti�units, the numbcr of units �vill be based on the actual number of units allowed to be developed on thc�roperties. The follo�ving is the number of de�•elopment or potcnaal de�-elopment units assigned to cach dc��cl�pment. Developers Units I�Iclx�cl 220 L��vcs 103 Sares Regis 32(.1 Rillingt�n 159 Pc>ndcrosa H�mes -�20 Desert��'ells 282 Summit Properties 3G School Site 11� Total Potential Units 1,G5� Conclusion In conclusion,it is m�•opinion that the assessments for Section 29.-lssessment District No.200�1-02 arc allocated in accordance with the direct and special benefit that the land recei��es from the \t'�rks of Impro�-ement. I�funiF'inancial/��'illdan �lssessment Engineer Citt� of Palm Descrt State of California Signed b�� Richard L. Kopecky�, P.�:. (CF, 1G742) MuniFinancial Cxhibic C - Pagc � City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CIT'Y OF PALM DESERT EXHIBIT F -ASSESSMENT DIAGRAM .1 llia�ram sho�ving the�lssessment llistrict,the boundaries,and thc ciimensions of thc subdi��isions ot land �vithin the .lsscssment District as the�• cxisted at thc time of thc passagc of the Rcsolution of Inrention is filed �vith and madc a part of this Report and part of the asscssment. Cach of the subcii�•isi�ns of land,parcels,or lots�vill be gi��en a separate number on the�lsscssment Diagracn,�vhich c<�rresponds�vith the assessment number shown on the .-lssessment Roll (Gxhibit C). The 13oundar�• I�fap in a reduced-scale format follo�vs. MuniFinancial E�hibic F - Page 1 City of Palm Desert � � � � a �� _ � � � a � � ��s�� 1 � � �� a I �- €�`� � g f < �^ � �� a�k� ��6 �o � � � �� ° �� s �� _ � �� as�n� � �F�� °�- �#� � � � ��p I�� ' � �� p � b� � � �3��L�g�p� $ � �„ �i� �2 � �� b � °� RS�� 3�� q � a I � �� ;� a� � g�` a � � �� _s � �� e i � � � �� I �� _ � � � W � �� _ � .�� m � _ � � _ � � � o �� N = O � � O � � N � z � � � rn �o Z .,o,.o. � N w�i � � � �� ry O � �� Z � V o�$ � � H � �o< O � c� Z •— �UN w � cn ° � a w `� � Q � � Q � � t r � �e � -- � •, O ; i i �� 0 Q � � � 0 r � � t � U � C � � C c� � f �CO CD N fD N CD N � J O t7 O�N�� W O O O O O O O O � d�Nd�N�A� � �p n�om�wna�nm�N(p rmmm�� N A��ry N N N fV fV Cf P�C'f f O��+a1 t�l l'�l i l`S 1�O a� O O O O O O O O O O O O O O O Y1�(1 Yf YI N N N N p ymddd$ddddddddddd`OmmtOtDtpfD��, �� nv�m mmmmmmmmro�o�o 9338 � 3°E� N N fV N N N N N N IV fV N fV N N O� �tA��t�nS eS t��t�t�eA�t�t�'pp'O O O O cS y 2 y�y�N N Jt N N N N�(f N�(t N N vt p p O S S O O O N W �om�om�o�o�o�om�o�o�omm�od�Hd�NoS tO y �(f�tf vt t0�D tG t0� m m aD m m aD e0 a0 � t`;ci l`S 1�!t�t�t�1 t�l J1�(1�(f N N N Yf Yl t0�O i0 D�0 O t0�O H ¢ W � � _ � fV(V N N N fV ry N N � N � � F � 2 � �W N�0^��N(1 n 0 � N! � rvr��nmr.mmo��'"��`nggYg o os m � � yZ '�v�iqo��i�' 8 Q � � ` _ _ ____ �� o o � N � � � Z � � � wys QUNW�$� 0 � � �� H = Z � ~ a�o w � V �� F— � ��< W g vU � � � � � � 00� �� ` � � 0 � � � � � � �vnn rs�doo � a � � D� � �� O �O � � o � o Q << << 000� �6000 � 0 ee �� o << � 3AV SNIVB o � fc �e � t O O � � Z� ' � 00 � �� o� ; O � � O O � O Q � y � � � QQ ��Q � � � � � O � N, or,ae3s ^ � �o O ` � o0 � � O��OQQ a 00 � � � az � 00��00 � 0000000 0 ez 1� O � ' � Hd INVY'100 O g O � � � �� Ri � �� 0� � N � !!0 AYM3IYD `� � ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO. 2004-02 CITY OF PALM DESERT EXHIBIT G— RIGHT-OF-WAY Rights-of-�vati� on the follo�ving .-�ssessor Parcel Numbers �vill need ro be cicdicated or acc�uired in Scction 29 .-�sscssment District No.200-�-02 b�� the(:ih-of Palm I�escrt.Thc estimarecl am�unt of thc rights-of-wa�- cost has been added to each ri�ht-of-wa� parcel's assessment amount. "l�he�trects and f�ighwa�•s Code allows a credit for an}'right-of-�vat•and is granted�;ratis. I�:ach parcel owner who grants the nccessan•right-of-�va��gratis for the impro�•ements�vill be gi��en a creciit equal ro thc amount of the asscssment to the parcel for strect right-of-wa��. Thc Cin� is in thc process uf obtainin�ri�ht-of-�vati• agrccments. Right-of-Way Assessor Assessment Property Assessment Cost Parcel ID Owner Number G53-25U-O5G 1 5ummit \tontere�• Pro erties S7(12,�21.82 G53-2G0-022 5 �1acLeod Couch Land Co S1,-�-1�,7G�.50 G53-2GO-023 G AfacLcod Couch I.and Co $553,053.-�-} G53-2G0-02-� 7 I�1C Pro crdes $1,95G,089.18 G53-2G0-035 8 School Site S7G,978.00 G53-2G0-033 10 Ponderosa f Iomcs II Inc S5-�3,0OG.O0 G53-2G0-021 15 C;'1'I�:Calif Inc �-3G,G-4-�.00 G53-2G0-02�) 1 G .1rt Palm Ltd Partnershi �253,238.00 Total S5,577,295.9-� MuniFinancial �.xhibic G - Page 1 City of Palm Desert ENGINEER'S REPORT SECTION 29 ASSESSMENT DISTRICT NO.20Q4-Q2 CITY OF PALM DESERT EXHIBIT H —MAXIMUM ANNUAL ADMINISTRATION COST A.DD-ON In adciiuon to or as a part of the assessmcnt licn le��icd a�ainst each parcel of land�vithin the.lsscssmcnt I�istrict, each parccl of land shall also be subjcct to an annual administrativc cost add-on to pa�� rnsts incurred bS�the Citt-,and not othcr�visc reimbursed,�chich msult from the ac.iministrauon�r registration of am�bonds and or/resen•e or other related funds. The maaimum annual total amount of such annual administrau��e cost add-on for each parcel�vithin the.-�ssessment District�vill not exceed S50.00. Lach parccl's share of the administrative cost add-on s4�a11 be computed based on the parcel's proporti�>nate share of its annual asscssment (not to excccd $SU.00.) MuniFinancial �xhibic H - Pa�c 1 City of Palm Desert RESOLUTION NO. 07- 4C A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT MAKING CERTAIN DESIGNATIONS IN CONNECTION WITH CITY OF PALM DESERT SECTION 29 ASSESSMENT DISTRICT (NO. 2004-02) RECITALS: THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. The City hereby retains the following firms pursuant to the respective agreements on file in the office of the City Clerk in connection with the proceedings to issue and sell bonds in connection with City of Palm Desert Section 29 Assessment District (No. 2004-02) (the "Bonds"): a) Appointment of Underwriters. Stinson Securities, LLC and Kinsell, Newcomb, De Dios, Inc. are hereby appointed underwriters of the Bonds. b) Appointment of Financial Advisor. Del Rio Advisors, LLC is hereby appointed financial advisor in connection with the issuance and sale of the Bonds. c) Appointment of Bond Counsel. Richards, Watson & Gershon, A Professional Corporation, is hereby appointed bond counsel in connection with the issuance and sale of the Bonds. d) Appointment of Disclosure Counsel. Jones Hall Law Corporation is hereby appointed disclosure counsel in connection with the issuance and sale of the Bonds. (i rda Marta Hunt WPDATA Section 29 Resolution Making ('crtatn Designations l.DOC P6401-1033\860770v3.doc RESOLUTION NO. 07- 4C PASSED, APPROVED, AND ADOPTED THIS 25th DAY OF JANUARY 2007. STATE OF CALIFORNIA COUNTY OF RIVERSIDE ss. CITY OF PALM DESERT I, Rachelle D. Klassen, City Clerk of the City of Palm Desert, County of Riverside, State of California do hereby certify that the foregoing Resolution No. 07- 4c was regularly adopted by the City Council of said City of Palm Desert at a regular meeting of said council held on the 25th day of January 2007 by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: Richard S. Kelly, Mayor City of Palm Desert Rachelle D. Klassen, City Clerk City of Palm Desert P6401-1033\860770v3.doc 2 JOINT FACILITIES AGREEMENT BY AND AMONG THE CITY OF PALM DESERT, THE COACHELLA VALLEY WATER DISTRICT, AND SUMMIT-MONTEREY PROPERTIES, LLC relating to CVWD CHARGES City of Palm Desert Section 29 Assessment District (No. 2004-02) THIS JOINT FACILITIES AGREEMENT (this "Agreement"), dated as of , 2007, is entered into by and among the CITY OF PALM DESERT, a municipal corporation (the "City"), the COACHELLA VALLEY WATER DISTRICT, a county water district (the "CVWD") and Summit-Monterey Properties, LLC, a California Limited Liability Company(the"Developer"). RECITALS: A. The City Council of the City has initiated proceedings to establish an assessment district pursuant to the Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10000, et seq.) (the "Act") to include territory in the City located generally in Section 29 of the City for the purpose of financing the construction and/or acquisition of certain public facilities necessary to serve new development within the assessment district and to provide financing for CVWD Charges (defined herein). Such assessment district is proposed to be designated as the "City of Palm Desert Section 29 Assessment District (No. 2004-02)"or a similar name (the "Assessment District"). B. Developer is the owner of certain real property that is located within the boundaries of the City and CVWD and within the proposed boundaries of the Assessment District, shown on Exhibit A, attached hereto and incorporated herein (the"Developer Property"). C. As a condition of development of the Developer Property, CVWD requires the payment, pursuant to the rules, regulations, procedures and requirements of CVWD, as amended from time to time (the "CVWD Rules and Regulations"), of certain CVWD Charges (defined below). D. Pursuant to the Act, the City and CVWD are authorized to finance, by means of the Assessment District, the CVWD Charges for the Developer Property. PG401-1033�919599v4.doc 1 E. The purpose of this Agreement is to set forth the understandings of the Parties with respect to the CVWD Charges. NOW, THEREFORE, in consideration of the preceding recitals and the mutual covenants hereinafter contained, the Parties agree as follows: ARTICLE I GENERAL PROVISIONS 1.1 Recitals. The above recitals are true and correct and are hereby incorporated by this reference. 1.2 Definitions. Unless the context clearly otherwise requires, the terms defined in this Section shall, for all purposes of this Agreement, have the meanings herein specified. "Bonds" shall have the meaning ascribed to the term in Section 2.1(a). "Bond Proceeds" shall mean those net project funds generated by the sale of the Bonds. "Bond Resolution" means that resolution, resolution supplement, fiscal agent agreement, indenture of trust or other equivalent document(s) providing for the issuance of the Bonds. "CVWD Charges" means water connection fees, water system back-up facilities charges, sewer connection fees, annexation fees, sewer treatment capacity charges and all components thereof of CVWD imposed upon the Developer Property to pay for the provision of water and sewer services to and the construction of CVWD water and sewer facilities required to serve the Developer Property. "CVWD Facilities Fund" means the fund, account or sub-account established for the Assessment District into which a portion of the Bond Proceeds may be deposited in accordance with the Bond Resolution to pay CVWD Charges. "CVWD Representative" means the CVWD General Manager or any designee thereof. "Party" or"Parties"means any one or all of the parties to this Ag-eement. P6401-1033\919599v4.doc 2 ARTICLE II FORMATION OF ASSESSMENT DISTRICT AND ISSUANCE OF BONDS 2.1 Assessment District Formation Proceedines and Issuance of Bonds; Responsibilitv. (a) The City Council of the City, in its sole discretion, shall have the jurisdiction to conduct, and shall be solely responsible for conducting, proceedings pursuant to the Act for the establishment of the Assessment District. The City Council, in its sole discretion, shall also have the jurisdiction to conduct, and shall be solely responsible for conducting, proceedings pursuant to the Act and the Improvement Bond Act of 1915 (California Streets and Highways Code Section 8500, et seg.) to authorize the City to issue Bonds for the purpose of financing the construction and/or acquisition of certain public facilities necessary to serve new development within the Assessment District and to provide financing to pay the CVWD Charges for the Developer Property. The City Council of the City shall have the sole discretion to establish the terms and conditions for, and approve the issuance of the Bonds. Nothing herein shall be deemed to limit the discretion of the City in regard to the foregoing and the City shall have no liability to CVWD or Developer if the Assessment District is not formed, or if the Bonds are not issued. (b) The City hereby agrees that the name "Coachella Valley Water District" or the initials "CVWD" shall not appear in the name of the Assessment District or on any property tax billing in connection with the Assessment District. Further, the City agrees that any property tax billing in connection with the Assessment District will not indicate that the billing or any portion thereof is for water and/or sewer facilities and/or CVWD Charges. (c) CVWD is not directly or indirectly approving, or responsible in any way whatsoever for the formation of the Assessment District, the authorization for the levy of assessments within the Assessment District or the issuance of Bonds by the City. CVWD shall not be responsible in any way whatsoever for the costs of formation of the Assessment District or any matter whatsoever having to do with the same. The City acknowledges that it is solely responsible for the formation, implementation and administration of the Assessment District. 2.2 Responsibilitv for CVWD CharQes. (a) The Parties hereto acknowledge and agree that the final responsibility for the payment of the CVWD Charges on the Developer Property lies with the Developer. (b) If the amounts derived from the Bond Proceeds deposited in CVWD Facilities Fund and reserved for the financing of CVWD Charges, including investment earnings thereon, if any, are not sufficient to fund the total cost of CVWD Charges, the Developer shall, within ten (10) days of a written request from CVWD, deposit with CVWD, such sum as, when added to the Bond Proceeds P6401-1033�919599v4.doc 3 received by CVWD, shall be satisfactory in CVWD's reasonable discretion, to be sufficient to pay all of CVWD Charges imposed upon the Developer Property ("Advance"). The Developer shall have no right vested whatsoever, including, without limitation, the right to receive water and/or sewer service at the Developer Property until CVWD Charges for the Developer Property have been tendered in full to CVWD and CVWD has the full, unencumbered use of such funds. The Advance shall be held by CVWD to finance CVWD Charges for the Developer Property, provided that CVWD shall first exhaust all available Bond Proceeds prior to the use of the Advance. The term "available" shall mean that such Bond proceeds have been distributed to CVWD and CVWD has the absolute right to use such funds. The Developer hereby authorizes CVWD to use or apply any Advances provided by the Developer to finance the CVWD Charges for the Developer Property. The Developer shall not be entitled to interest on any Advance. Any portion of any Advance remaining after funding all CVWD Charges for the Developer Property shall be returned to the Developer within ten (10) business days. If additional Advances are necessary, Developer shall, within ten (10) business days after written demand therefor, deposit cash with CVWD in an amount sufficient to fund such additional CVWD Charges ("Additional Advances"). As any Advances and Additional Advances are transferred to CVWD to pay CVWD Charges, Developer shall receive a credit in the amount transferred against the payment of CVWD Charges owing to CVWD for the Developer Propercy. (c) The election by the City to finance or not to finance the CVWD Charges and/or the fact that sufficient Bond Proceeds may not exist to pay the CVWD Charges and/or if Bond Proceeds exist to pay the CVWD Charges but such amounts have not been tendered to CVWD, shall in no way relieve the Developer from its obligation with respect to paying fees and charges, including, without limitation, CVWD Charges with respect to the development of the Developer Property or to otherwise comply with CVWD's Rules and Regulations. (d) All CVWD Charges for the Developer Property shall be paid in such amounts and at such times as required by CVWD's Rules and Regulations. (e) CVWD agrees to utilize or apply funds provided to it pursuant to this Agreement in accordance with the Act, and as set forth herein, for the CVWD Charges. 2.3 Bond Proceeds. As proceeds of the Bonds are transferred to CVWD to fund CVWD Charges, Developer shall receive a credit, in an amount of such Bond Proceeds so received, against CVWD Charges required to be paid by the property owner in connection with the development of the Developer Property. Nothing herein shall supersede the obligation of any owner of the Developer Property to pay the CVWD Charges to CVWD when due. P6401-1033�919599v4.doc 4 2.4 Responsibilitv for Debt Service or Assessments. CVWD shall have no obligation, responsibility or authority with respect to the issuance and sale of the Bonds, the proceeds of the Bonds available to finance the CVWD Charges, the payment of the principal and interest on the Bonds, or for the levy of assessments within the Assessment District to provide for the payment of principal and interest thereon. The City shall have the sole authority and responsibility for all such matters. It is understood and agreed by the Parties that CVWD will not be considered a participant in the proceedings relative to formation of the District or the issuance of the Bonds, other than as a party to this Agreement. The Parties hereto specifically agree that the liabilities of the City with respect to the Assessment District, including liabilities, if any, of the City pursuant to the documents providing for the issuance of Bonds, shall not be or become liabilities of CVWD. ARTICLE III TERM AND TERMINATION 3.1 Effective Date. This Agreement shall become effective and of full force and effect as of the date set forth in the first paragraph of this Agreement ("Effective Date") provided it is approved by the City Council of the City and the governing board of CVWD, to be confirmed by the execution hereof by the authorized representatives of the Parties hereto. 3.2 Termination. In the event that the City has not formed the Assessment District and issued Bonds prior to twelve (12) months after the Effective Date of this Agreement, this Agreement shall automatically terminate and be of no further force and effect. ARTICLE IV ADDITIONAL GENERAL PROVISIONS 4.1 Record keepine; Insaection of Records. CVWD hereby agrees to keep and maintain full and accurate records of all amounts, and investment earnings, if any, paid to CVWD for the CVWD Charges, and the City hereby agrees to keep and maintain full and accurate records of all amounts, and investment earnings, if any, expended from the CVWD Facilities Fund. Each Party further agrees to make such records available to any other Party hereto, including the Developer, during normal business hours upon reasonable P6401-1033�919599v4.doc $ prior notice. All such records shall be kept and maintained by the appropriate Party as provided by applicable law and their respective policies. 4.2 PartialInvaliditv. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. 4.3 Notice. Any notice, payment or instrument required or permitted by this Agreement must be in writing, and sent to the addresses of each Party set forth below. Notice will be sufficiently given or delivered to a Party for all purposes as follows: (a) when personally delivered to the recipient, notice is effective on delivery; (b) when mailed certified mail, return receipt requested, postage prepaid, notice is effective on receipt, if a return receipt confirms its delivery; (c) when delivered by an overnight delivery service such as Federal Express, charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service; (d) when delivered by facsimile transmission, notice is effective on receipt, provided that the facsimile machine provides the sender a notice that indicates that the transmission was successful and that a copy is mailed by first class mail of the facsimile transmission date. Addresses for purpose of giving notice are as follows: City of Palm Desert City: 73-510 Fred Waring Drive Palm Deseri, CA 92260 Facsimile: (760) 776-6306 Attention: City Manager Coachella Valley Water District CVWD: Highway l 11 and Avenue 52 P.O. Box 1058 Coachella Valley, CA 92236 Facsimile : (760) 398-3711 Attention: General Manager-Chief Engineer Summit-Monterey Properties, LLC Developer: 2082 Michelson Drive, Suite 100 Irvine, CA 92612 Attention: Steven H. Levenson P6401-1033\919599v4.doc 6 Each Party can change its address for delivery of notice by delivering written notice of such change of address to the other parties within ten (10) calendar days prior to such change. 4.4 Caations. The captions to Sections used herein are for convenience purposes only and are not part of this Agreement. 4.5 GoverninQ Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California applicable to contracts made and performed in such State. 4.6 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the Parties with respect to the subject matter of this Agreement. 4.7 Amendments. This Agreement may be amended or modified only in writing executed by the authorized representative(s) of each of the Parties hereto. 4.8 Waiver. T'he failure of any Party hereto to insist on compliance within any of the terms, covenants or conditions of this Agreement by any other Party hereto, shall not be deemed a waiver of such terms, covenants or conditions of this Agreement by such other Party, nor shall any waiver constitute a relinquishment of any other right or power for all or any other times. 4.9 No Third Partv Beneficiaries. No person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than the Parties, any rights, remedies, obligations or liabilities under or by reason of this A�-eement. 4.10 Coo�eration and Execution of Documents. The Parties hereto agree to complete and execute any further or additional documents which may be reasonably necessary to complete or further the terms of this Agreement. P6401-1033\919599v4.doc 7 4.11 Attornevs' Fees. In the event of the bringing of any action or suit by any Party against any other Party arising out of this Agreement, the Party in whose favor fina] judgnent shall be entered shall be entitled to recover from the losing Party all costs and expenses of suit, including reasonable attorneys' fees. 4.12 SiQnatories. The signatories hereto represent that they have been appropriately authorized to enter into this Agreement on behalf of the Party for whom they sign. 4.13 Sineular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine. 4.14 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 4.15 Venue. Any legal action or proceeding concerning this Agreement shall be filed and prosecuted in the appropriate California state court in the County of Riverside, California. Each Party irrevocably consents to the personal jurisdiction of that court. The Parties each hereby expressly waive to the maximum legal extent the benefit of any provision of federal or state law or judicial decision providing for the filing, removal or change of venue to any other court or jurisdiction, including, without implied limitation, federal district court, due to any diversity of citizenship between the Parties. 4.16 Construction. The language in all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against any Party. All provisions and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identification of the person or persons, firm or firms, corporation or corporations may require. This Agreement is the product of mutual negotiation and drafting efforts. Accordingly, the rule of construction that ambiguities in a document are to be construed against the drafter of that document shall have no application to the interpretation or enforcement of this Agreement. P6401-103 3\9 I 9599v4.dc>c g 4.17 Time is of the Essence. Time is of the essence of this Agreement and each and every provision thereof. 4.18 No CVWD Liabilitv. City, CVWD and Developer acknowledge and agree that CVWD shall have no responsibility or liability to City or Developer for the establishment of the Assessment District, the levy of assessments; the issuance of Bonds, the financing of the CVWD Charges, any disclosure made in connection with the offering and sale of the Bonds or any continuing disclosure made at any time with respect to the Bonds, or any matter related thereto. 4.19 CVWD CharQes. Nothing herein shall be construed to allow Developer to pay the CVWD Charges in effect at the effective date of this Agreement. Developer shall pay the CVWD Charges in effect at the time Developer pays the CVWD Charges or the Advance. 4.20 Indeuendent Contractor. In performing this Ageement, Developer is an independent contractor and not the agent of CVWD or City. It is not intended by the Parties to this Agreement to create a partnership or joint venture among them and this Agreement shall not otherwise be construed. 4.21 AssiQnment. The City shall not have the right to assign or otherwise transfer this Agreement, either voluntarily or by operation of law, in whole or in part, without the prior written consent of CVWD, which consent may be withheld in CVWD's sole and absolute discretion. Developer shall not have the right to assign or otherwise transfer this Agreement, voluntarily or by operation of law, in whole or in part, without the prior written consent of CVWD and the City, which consent may be withheld by the City or CVWD, each in its sole and absolute discretion. 4.22 Indemnification (a) Developer shall indemnify, defend and hold harmless CVWD and its officers, directors, employees, agents, officials, representatives, successors and assigns (each a "CVWD Indemnified Person," and collectively the "CVWD Indemnified Persons") and each and every one of them from and against all actions, causes of action, liabilities, costs, damages, claims, losses or expenses of every type and description (including without limitation attorneys' fees) (collectively "Costs") to which they may be subjected or put, whether known or unknown, existing or potential, anticipated or unanticipated, by reason of, or P6401-1033�919599v4.doc 9 resulting or arising from this Agreement, including without limitation, thc following: (i) the establishment of the Assessment District; (ii) the levy of assessments; (iii) the issuance of Bonds; (iv) the financing of all or a portion of the CVWD Charges from Bond Proceeds; (v) any disclosure made in connection with the offering and sale of the Bonds or any continuing disclosure made at any time with respect to the Bonds, or any matter related thereto; (vi) any violation or alleged violation, breach or alleged breach by Developer of this Agreement; (vii) any CVWD Indemnified Person's performance of its obligations under this Agreement; (viii) any violation or alleged violation, breach or alleged breach by City or CVWD of the Act or any law or regulation now or hereafter enacted with respect to the subject matter of this Ageement; and (ix) any enforcement by CVWD of the provisions of this Agreement provided, however, that Developer shall not be required to indemnify a CVWD Indemnified Person as to Costs ultimately established by a court of competent jurisdiction to have been caused by or resulting from gross negligence or willful misconduct of such CVWD Indemnified Person. The foregoing indemnity includes without limitation, Costs arising from a legal challenge to the Assessment District and this Agreement. CVWD may make all decisions with respect to its representation in any legal proceeding covered by this Section 4.22(a). If Developer fails to do so, CVWD shall have the right, but not the obligation, to defend the same and charge all of the direct or incidental costs of such defense, including any fees and costs, to and recover the same from Developer. (b} Developer shall indemnify, defend and hold harmless the City and its officers, directors, employees, agents, officials, representatives, successors and assigns (each a "City Indemnified Person", and collectively the "City Indemnified Persons") and each and every one of them from and against all actions, causcs of action, liabilities, costs, damages, claims, losses or expenses of every type and description (including without limitation attorneys' fees) (collectively "Costs") to which they may be subjected or put, whether known or unknown, existing or potential, anticipated or unanticipated, by reason of, or resulting or arising from this Agreement, including without limitation, the following: (i) the establishment of the Assessment District; (ii) the levy of assessments; (iii) the issuance of Bonds; (iv) the financing of all or a portion of the C�WD Charges from Bond Proceeds; (v) any disclosure made in connection with the offering and sale of the Bonds or any continuing disclosure made at any time with respect to the Bonds, or any matter related thereto; (vi) any violation or alleged violation, breach or alleged breach by Developer of this Agreement; (vii) any City Indemnified Person's performance of its obligations under this Agreement; or (viii) any violation or alleged violation, breach or alleged breach by City or CVWD of the Act or any law or regulation now or hereafter enacted with respect to the subject matter of this Agreement; provided, however, that Developer shall not be required to indemnify a City Indemnified Person as to Costs ultimately established by a court of competent jurisdiction to have been caused by or resulting from gross negligence or willful misconduct of such City Indemnified Person. The foregoing indemnity includes without limitation, Costs arising from a legal challenge to the Assessment District and this Agreement. The City may make all decisions with respect to its P6401-1033�919599v4.doc 1� representation in any legal proceeding covered by this Section 4.22(b). If Developer fails to do so, the City shall have the right, but not the obligation, to defend the same and charge all of the direct or incidental costs of such defense, including any fees and costs, to and recover the same from Developer. (c) Developer waives, releases and covenants not to pursue: (i) any and all claims against the City for reimbursement or contribution, (ii) any and all claims against the City based on subrogation to any claims, rights or remedies of CVWD against City and (iii) and any and all similar claims, rights and remedies, in each case that may result from or arise out of Developer's performance of its obligations under Section 4.22(a). (d) The obligations of Developer hereunder this Section 4.22 shall survive termination of this Agreement. 4.23 Citv and Developer Rearesentations. Notwithstanding any other provision in this Agreement, City and Developer hereby represent and warrant to CVWD that the following are true and correct: (a) The CVWD Charges qualify for financing pursuant to the Act, notwithstanding the fact that CVWD may or may not be able to identify at the execution of this Agreement or when the CVWD Charges are tendered to CVWD, the improvements to be constructed with such funds. (REMAINDER OF PAGE IS BLANK) P6401-1033\919599v4.doc � 1 IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above written. CITY OF PALM DESERT By: Mayor ATTEST: City Clerk COACHELLA VALLEY WAT'ER DISTRICT By: President of the Board of Directors ATTEST: Secretary of the Board of Directors SUMMIT-MONTEREY PROPERTIES, LLC, a California Limited Liability Company By: Its: Manager P6401-1033�919599v4.doc 12 e � at i ' ( � r � � � �� 1 � Et } � � �� : � �� ,9�� '�� E�1�� i � � ;j� � � � � � ��•� ��I � *I� � ,j � �; � �� t��ii��'!9 I '� � I �jt � � � � � ; �� i �� '� I t� t 1 � �� . , � � . , � �E�� ., � ` � �, �f ; � � � � �i �i !r ��! �f l��i � � �� 8�� $ � � � � � � 0 ¢ � � -.�_ _ _� � � � � �� ea� � � � o ��' ��= i x � � � I � �,� I w � ,:� I , I � I I � / - - - - - � � , � I + � - - - - - � I � ' i I ' � � � � : � _ > �- r � � o� c � M ""'_"_'___ C R � O. PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is dated as of _, 2007 (the"Effective Date"), and is entered into by and between the CITY OF PALM DESERT, a California municipal corporation (the "Buyer"), and MONTEREY 170, LLC, A California Limited Liability Company(the "Seller"). RECITALS A. Seller is the owner of the unimproved land in the City of Palm Desert, County of Riverside, State of California that is more particularly described on Exhibit"A" attached hereto and made a part hereof, together with all improvements thereon, and all rights and appurtenances pertaining to such land, including all right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way and appurtenant easements (collectively, the"Property"). B. Buyer has established the City of Palm Desert Section 29 Assessment District in the City of Palm Desert (the "Assessment District") pursuant to the provisions of the Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10000, et se�c .), which Assessment District includes the Property. C. Buyer intends to authorize the issuance and sale of not to exceed $40,000,000 principal amount of City of Palm Desert, Section 29 Assessment District (No. 2004- 02), Limited Obligation Bonds, Series 2007 pursuant to the Improvement Bond Act of 1915 (California Streets and Highways Code Section 8500, et seg.) (the"Bonds") to represent assessments levied against properties in the Assessment District which remain unpaid at the end of a thirty-day cash collection period for the purpose of financing certain acquisitions and improvements, including the acquisition of the Property. D. Buyer desires to purchase the Property from Seller from Bond Proceeds, and Seller desires to sell the Property to Buyer. NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and for other valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller hereby agree as follows: 1. Purchase and Sale. Subject to and in accordance with the terms and conditions hereinafter set forth, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller. 2. Escrow; Outside Closing Date. Promptly after their execution of this Agreement, the parties shall open escrow(the "Escrow") at Insurance Company(the "Escrow Holder"), , Attn: (Escrow Officer) Phone: ; Fax: , email: , and the parties shall promptly deliver to Escrow Holder a fully executed copy of this Ageement. The"Close of Escrow" shall P6401-IU33�937186v3.doc be the date that a grant deed for the Property in favor of Buyer is recorded in the Official Records of the Riverside County Recorder's Office and the Title Company(defined in Section 4b) shall have committed to issue the Title Policy(defined in Section 5) to Buyer. The Close of Escrow shall occur on or before the date that is (� days after the Effective Date (the"Outside Closing Date"). 3. Purchase Price. The purchase price for the Property to be paid by Buyer is the sum of�1,040,000 (One Million Forty Thousand Dollars) (the "Purchase Price"). 4. Delivery of Documents and Possession on the Close of Escrow. (a) On the Close of Escrow, Seller shall cause to be delivered to Buyer a duly executed and acknowledged Grant Deed in the form attached as Exhibit"B" attached hereto (the "Grant Deed") conveying to Buyer all of Seller's interest in the Property subject only to the Permitted Title Exceptions(as hereinafter defined), as provided below. (b) At the Close of Escrow, Buyer shall receive a Title Policy(as defined in Section 5) issued by Title Insurance Company(the "T'itle Company") insuring in Buyer fee simple title to the Property, free and clear of all liens and encumbrances other than the Permitted Title Exceptions (as defined in Section 5). (c) At the Close of Escrow, Seller shall deliver possession of the Property to Buyer free and clear of all leases and any other possessory interests in the Property. 5. Title and Title Insurance. (a) Within ten (10) days after the Effective Date, Seller shall deliver to Buyer a preliminary report for the Property from the Title Company together with copies of all instruments noted as exceptions therein (the"Preliminary Title Report") and the most recent ALTA survey of the Property in Seller's possession or under Seller's control, if any(the "Existing Survey"). Buyer shall have the right in its sole and absolute discretion to update the Existing Survey, or prepare a new ALTA survey, at Buyer's cost (such updated or new survey is hereinafter referred to as the"Survey"), provided that Buyer's and its contractors' entry onto the Property shall be subject to Section 9. (b) Buyer shall have until the date that is days prior to the Outside Closing Date to disapprove any exceptions to title shown on the Preliminary Title Report or reflected on the Survey(collectively, "Disapproved Exceptions") and to provide Seller with notice of disapproval in writing describing the defect with reasonable particularity(the "Disapproval Notice"). The period from the Effective Date to the date that is days prior to the Outside Closing Date is hereinafter referred to as the"Due Diligence Period." Any cxceptions to title not approved or disapproved by Buyer within the Due Diligence Period shall be deemed disapproved. Within days after Seller's receipt of a Disapproval Notice (or days after the Due Diligence Date for exceptions that are deemed disapproved), Seller shall notify Buyer in writing whether Seller intends to remove the Disapproved Exceptions. If Seller notifies Buyer of an intention to eliminate the Disapproved Exceptions, P6401-I033�9;i71R6v3.doc 2 Seller shall do so prior to the Close of Escrow. If Seller indicates to Buyer in writing within the time allowed that Seller does not intend to remove any of the Disapproved Exceptions (or if an exception is deemed disapproved), or if Seller does not respond, then Buyer may terminate this Agreement by written notice to Seller or take the Property subject to the Disapproved Exceptions and cause the Purchase Price to be redetermined as described in Section 3 above. In any event, Seller shall pay in full all loans secured by mortgages and deeds of trust, any mechanics liens, all special bonded assessments encumbering the Property, and any other monetary liens or exceptions (other than current real property taxes and assessments which are not due and payable) prior to or concurrently with the Close of Escrow, and the Escrow Holder is hereby directed to cause same to be paid off from the proceeds of the Purchase Price. The policy of title insurance shall include such endorsements as Buyer shall request, but any title policy endorsements sha11 be paid for by Buyer. Whether or not Buyer shall have furnished to Seller any notice of Disapproved Exceptions pursuant to the foregoin�provisions of this Agreement, Buyer may, at or prior to the Close of Escrow, notify Seller in writing of objections to any title exceptions (including any matters reflected on the Survey) raised by the Title Company or the surveyor after the Due Diligence Period or Buyer's response to title matters, whichever is earlier. With respect to any Disapproved Exceptions set forth in such notice, Buyer shall have the right to accept title subject to such matters or to terminate this Agreement. (c) Buyer's fee title to the Property shall be insured at the Close of Escrow by a CLTA(or if elected by Buyer,ALTA)Coverage Owner's Policy of Title Insurance in the amount of the Purchase Price, issued by Title Company together with all endorsements requested by Buyer (collectively, the"Title Policy"). The Title Policy shall insure Buyer's fee interest in the Property free and clear of all liens,encumbrances,restrictions,and rights-of-way of record,subject only to the following(the "Permitted Title Exceptions"): (i) Real property taxes for the then current tax fiscal year which are a lien not yet due and payable; (ii) Those title exceptions approved by Buyer or deemed approved by Buyer pursuant to Section 5(b). Seller shall not improve, alter, encumber, lease or sell or transfer (or otherwise agree to sell or transfer) the Property or any portion thereof or interest therein to any other party during the period from the Effective Date to the Close of Escrow or the date of the termination of this Agreement, as applicable. 6. Deposit of Documents and Funds in Escrow. (a) Seller and Buyer, as applicable, hereby covenant and agree to deliver to Escrow Holder at least one(1)business day prior to the Close of Escrow the following instruments, documents, and funds, the delivery of each of which shall be a condition of the Close of Escrow. P6401-1033\937186v3.doc 3 (c) Escrow Holder shall have received Seller's authorization to close and Seller's notice of approval or satisfaction or waiver of all of the contingencies/conditions to Seller's obligations hereunder, as provided for in Section 14; and (d) Seller and Buyer shall have deposited in Escrow the documents and funds required pursuant to Section 6. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for the issuance of the Title Policy. 8. Escraw Char�es and Prorations. (a) Seller shall pay: (i) one-half(1/2) of the escrow fees and charges of Escrow Holder; (ii) Seller's share of the charges prorated under this Agreement; and (iii) all costs of Seller's legal counsel and consultants, if any. If the Escrow shall fail to close for any reason other than Buyer's or Seller's default, Seller shall pay one-half(1/2) of any applicable Escrow cancellation charges; if Escrow shall fail to close due to Seller's default, Seller shall pay all Escrow cancellation charges. (b) Buyer shall pay: (i) one-half(1/2) of the escrow fees and charges of Escrow Holder; (ii) the cost of the premium for the Owner's Title Policy; (iii) the cost of all endorsements to the Title Policy; (iv) Buyer's share of the charges prorated under this Agreement; (v) the cost of an ALTA survey, if required by Buyer; and (vi) all costs of Buyer's legal counsel and consultants. If the Escrow shall fail to close for any reason other than Buyer's or Seller's default, Buyer shall pay one-half(1/2) of any applicable Escrow cancellation charges; if Escrow shall fail to close due to Buyer's default, then Buyer shall pay all Escrow cancellation charges. (c) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were vested with title to the Property during the entire day upon which the Close of Escrow occurs: (i) taxes and assessments levied against the Property; (ii) any operating expenses or other items pertaining to the Property. (d) Notwithstanding anything contained in Section 8(c), any installment of taxes or assessments for the current year paid at or prior to the Close of Escrow shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before the Close of Escrow, Seller shall be charged at the Close of Escrow an amount equal to that portion of such taxes and assessments which relates to the period before the Close of Escrow and Buyer shall pay the taxes and assessments prior to their becomin�delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Close of Escrow, the parties shall make all necessary P6401-1033\937186v3.doc S adjustments by appropriate payments between themselves following the Close of Escrow. All delinquent taxes and assessments (and any penalties therein) for periods prior to the Close of Escrow, if any, affecting the Property shall be paid by Seller. (e) All prorations shall be determined on the basis of a 360-day year. The provisions of this Section 8 shall survive the Close of Escrow. 9. Documents and Reports; Due Diligence Date and Due Dili�ence Period; Access. Seller hereby represents and wanants that it has provided to Buyer copies of any and all permits, leases, licenses, agreements, contracts, documents, studies, and reports relating to the condition of the Property or otherwise relating to the Property, including any material analyses, all surveys, all environmental site assessments, and if material, other documents, in Seller's possession or under Seller's control (collectively, "Documents and Reports"). Until the end of the Due Diligence Period, Buyer may inspect the Documents and Reports and Buyer and its contractors shall have the right to enter upon the Property during the Due Diligence Period to make inspections and other examinations of the Property, including without limitation, the right to perform surveys, soil and geological tests of the Property and the right to perform environmental site assessments and studies of the Property. In the event that Buyer elects not to purchase the Property due to a matter disclosed by the Documents and Reports or due to the condition of the Property, Buyer shall so notify Seller by the Closing Date whereupon this Agreement shall automatically terminate, or Buyer shall elect to redetermine the Purchase Price under Section 3 above. 10. Indemnification. Seller hereby agrees to indemnify Buyer against, and to hold Buyer harmless and, at the option of Buyer, defend Buyer, its officers, directors, employees, agents and representatives (collectively, "Indemnified Parties") with counsel approved by Buyer, from all claims, liabilities, losses, damages, costs and expenses, including, without limitation, legal fees and disbursements, incurred by Indemnified Parties by reason of any claims or litigation relating to the Property that arises from acts, occurrences, omissions or other matters, including any that took place on or about the Property prior to the Close of Escrow. The provisions of this Section 10 shall survive the Close of Escrow, the termination of this Ag-eement and/or the delivery of the Grant Deed. 11. Warranties, Representations and Covenants of Seller Re�ding The Propertv. Seller hereby represents, warrants and covenants to Buyer the following, it being expressly understood and agreed that all such representations, warranties and covenants shall survive the Close of Escrow and delivery of the Grant Deed: (a) Hazardous Substances. (i) Except as disclosed in the Documents and Reports, to the best of Seller's knowledge, the Property is free and has always been free from Hazardous Substances (as def ned in Exhibit"C") and is not and has never been in violation of any Environmental Laws (as defined in Exhibit"C"). P6401-1033�937186v3.doc 6 (ii) To the best of Seller's knowledge, there are no buried or partially buried storage tanks located on the Property. (iii) Seller has received no written notice, warning, notice of violation, administrative complaint,judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Environmental Law, or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Substances on the Property or the potential violation of any Environmental Law. (iv) Except as disclosed in the Documents and Reports, there is no monitoring program required by the Environmental Protection Agency or any similar siate agency concerning the Property. (v) Except as disclosed in the Documents and Reports, to the best of Seller's knowledge, no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under, or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, or holding areas, or by any other means. (vi) To the best of Seller's knowledge, the Property has never been used as a dump or landfill. (vii) Seller has disclosed to Buyer all information, records, site assessment reports, remedial action plans and studies maintained by Seller in connection with the Property and concerning Hazardous Substances, including, but not limited to, all of such information, records, reports and studies pertaining to the types and locations thereof. As part of this representation, Seller shall provide Buyer a Natural Hazards Disclosure Statement in accordance with California Civil Code Section 1103.2. Seller has produced a list of all information, records, repoRs and studies maintained by Seller or under Seller's control in connection with the Property concerning Hazardous Substances and all existing orders and directives from or agreements with any governmental agency pertaining to the environmental condition of the Property and any requests for information, documents, access or investigation pertaining thereto and such list is contained in Exhibit"D" attached hereto. (viii) Seller has made available to Buyer all subpoenas, and all orders, directives and other requests for information from any government agency relating to Hazardous Substances and the Property, and all documents supplied by Seller to a government agency in response. P6401-1033\937186v3.doc 7 Seller also has made available to Buyer all requests for access, notices, warnings, notices of violation, orders, directives, administrative complaints from any government agency, and any judicial complaints, relating to Hazardous Substances and the Property, and all documents supplied by Seller to a government agency in response. Each of these documents is listed in Exhibit"D." There is no outstanding administrative or judicial subpoena, or other written request for any documents or information relating to Hazardous Substances and the Property to Seller from any government agency. (ix) Seller has received no written request, directive, administrative order or judicial order to impose any type of land use restriction or institutional control relating to Hazardous Substances on the Property. (x) Except as disclosed in the Documents and Reports, there is no outstanding written order, directive or administrative complaint from any government agency, no outstanding judicial complaint or order, and no current agreement with any government agency for any investigation or cleanup of any Hazardous Substance that is on or was released from the Property. (b) Seller has full right and power to execute, deliver and perform its obligations under this Agreement, and when executed and delivered, Seller and all parties having an interest in the Property shall be lawfully bound by the terms of this Agreement. Seller is the sole owner of the Property, free and clear of all liens, claims, encumbrances, easements, encroachments on the Property from adjacent properties, encroachments by improvements or vegetation on the Property onto adjacent property, or rights of way of any nature, other than those that may appear on the Preliminary Title Report. Seller shall not further transfer or encumber the Property or allow the Property to be further encumbered prior to the Close of Escrow. (c) Any information that Seller has delivered to Buyer, either directly or through Seller's agents, is accurate and Seller has disclosed to Buyer all material facts with respect to the Property. (d) There is no pending litigation or threatened litigation, which does or may adversely affect the Property. (e) There is no eminent domain or similar condemnation proceeding affecting any portion of the Property now pending or, to Seller's knowledge and belief, threatened. Further, there are no actions or proceedings pending or threatened against Seller or the Property, before any court or administrative agency in any way connected with or relating to the Property, or affecting Seller's ability to fulfill all of its obligations under this Agreement. P6401-1033\937 I 86v3.dc�c g (� There are no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof or any interest therein, which will survive the Close of Escrow. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assessments respecting the Property. (g) Neither this Agreement nor anything provided to be done hereunder including the transfer of title to the Property to Buyer, violates or shall violate, any contract, instrument, partnership agreement, trust agreement, or any other agreement to which Seller is a party, or which affects the Property or any part thereof, and the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto. (h) Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party which would adversely affect the value of the Property or Seller's ability to perform its obligations hereunder. (i) There are no natural or artificial conditions upon the Property or any part of the Property that could result in a material and adverse change in the condition of the Property. (j) There are no mechanics', materialmen's or other claims or liens presently claimed or which will be claimed against the Property for work performed or commenced prior to the date of this Agreement or relating to the environmental condition of the Property. Seller agrees to hold Indemnified Parties harmless from all costs, expenses, liabilities, losses, charges and fees, including without limitation attorneys' fees, arising from or relating to any such lien or any similar lien claimed against the Property and arising from work performed or commenced prior to the Close of Escrow. (k) There presently are, and at the Close of Escrow there will be, no oral or written leases, contracts, agreements, licenses, commitments, or undertakings respecting maintenance of the Property, or the performance of services on the Property, or the use or occupancy of the Property or any part of it by which Buyer would become obligated or liable to any person after the Close of Escrow. (1) Except for this Agreement there are no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy possession, or any other rights or interests of any nature in and to the Property or any part thereof, and no persons have any right of possession to the Property or any part thereof. Seller shall deliver possession of the Property to Buyer free of all tenants and other persons or entities, and shall indemnify and hold Indemnified Parties harrnless from the claims of any tenants or persons or entities claiming a right to possession relating to Seller's occupancy of the Property and arising before or after the Close of Escrow. (m) Seller is not a "foreign person" within the meaning of Section 1445(�(3) of the Internal Revenue Code. P6401-1033\937186v3.doc 9 (n) There are no unrecorded contracts or agreements, such as maintenance, service, or utility contracts relating to or affecting the Property. Seller shall notify Buyer of any facts that would cause any of the representations contained in this Ageement to be untrue as of the Close of Escrow. Seller agees to indemnify Buyer and defend and hold Buyer harmless from all loss, costs, liability, expense, damage, or other injury, including without limitation attorneys' fees and expenses, and all other costs and expenses incurred by reason of, or in any manner resulting from the breach of any warranties and representations in this Section. The provisions of this Section shall survive the Close of Escrow and delivery of the Grant Deed or the termination of this Agreement (as applicable). 12. Representations and Warranties of Buver. Buyer hereby represents and warrants to Seller the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct at the date of this Agreement and as of the Close of Escrow: (a) Buyer has the full power and authority to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly and validly authorized by Buyer, and no other action by Buyer is reyuisite to the valid and binding execution, delivery, and performance of this Agreement by Buyer. (b) T'here is no pending litigation or, to the best of Buyer's knowledge, threatened litigation, which does or will materially and adversely affect Buyer's ability to consummate this transaction. 13. Buver's Conditions. Buyer's obligations under this Agreement are expressly made subject to the following conditions precedent solely for the benefit of Buyer. The Close of Escrow and Buyer's obligation to consummate the purchase of Property shall be contingent upon and subject to written notice to Escrow Holder by Buyer of the occurrence of all of the following (or Buyer's written waiver thereof, on or before the Close of Escrow: (a) Buyer's obtaining a satisfactory commitment issued by Title Company to issue the Title Policy in favor of Buyer with a liability amount equal to the Purchase Price showing Buyer's fee interest in the Property subject only to the Permitted Title Exceptions. (b) That as of the Close of Escrow, the representations and warranties of Seller contained in this Agreement are all true and correct. (c) Seller's delivery of all documents and funds required to be delivered by Seller pursuant to Section 6 hereof. (d) Buyer's approval, prior to the Closing Date, of the physical condition of the Property, including without limitation, any and all inspections, tests, Survey(s), and other studies to be conducted by Buyer, in Buyer's sole and absolute discretion, including without limitation, any environmental site assessments, investigations, studies and reports, and Buyer's approval of the Documents and Reports. Buyer's approval of any such inspections of the Property shall not alter or diminish Seller's representations or warranties under this Ageement, P6401-1033\937186v3.doc 1� and Seller acknowledges and agrees that Buyer is nonetheless relying on Seller's representations and warranties made herein, unless such representation or warranty is specifically waived in whole or in part by Buyer in writing. (e) The issuance and sale of the Bonds and the deposit in the acquisition account of the improvement fund established in connection with the Assessment District of an amount sufficient to pay the Purchase Price and any closing costs(including title insurance costs)payable by Buyer. The Buyer shall be obligated to pay the Purchase Price and such costs solely from amounts on deposit in the acquisition account on or after the closing date of the Bonds. The City makes no warranty, express or implied, that the proceeds of the Bonds deposited and held in the acquisition account will be sufficient for payment of the Purchase Price. Nothing herein shall be construed as requiring the City to issue the Bonds or any portion thereof or even to use"good faith"efforts to do so.The legal proceedings and the principal amount,interest rates,terms,conditions and timing of the issuance and sale of the Bonds shall be in all respects subject to the absolute discretion and approval of the City Council or such City officers to whom the City Council has delegated the authority for such absolute discretion and approval. (� The Seller shall not have made any material misrepresentation or omission in any written materials furnished in connection with any preliminary official statement or official statement used in connection with the sale of the Bonds. (g) The Seller shall not have at any time challenged the validity of City of Palm Desert Benefit Assessment District No. l, the Assessment District, any of the Bonds or thc levy of assessments in City of Palm Desert Benefit Assessment District No. 1 or the Assessment District. If any of the foregoing conditions precedent has not been either met to Buyer's sole and absolute satisfaction (and has not been expressly waived in writing by Buyer on or prior to the Closing Date), then this Agreement shall, at the option of Buyer, terminate, in which event, except as expressly set forth in this Ageement, neither party shall have any further rights, duties and obligations hereunder. 14. Seller's Conditions. For the benefit of Seller, the Close of Escrow and Seller's obligation to consummate the sale of the Property shall be contingent upon and subject to written notice to the Escrow Holder by Seller of the occurrence of all of the following (or Seller's written waiver thereo�, on or before the Close of Escrow: (a) Deposit by Buyer of the Purchase Price, and all other sums to be deposited by Buyer in Escrow in accordance with the requirements hereof. (b) Buyer's delivery of all documents reyuired to be delivered by Buyer pursuant to Section 6 hereof. (c) That as of the Close of Escrow the representations and warranties of Buyer contained in this Ageement are all either true and correct. P6401-1033�937186v3.doc 1 1 15. Change in Condition; Condemnation. If at any time prior to the Close of Escrow, the Property becomes contaminated with Hazardous Substances, then Buyer may terminate this Ageement. Buyer agrees (to the extent permitted under applicable law) that Buyer will not condemn any portion of the Property. If at any time prior to the Close of Escrow, the Property, or any portion thereof, is taken or appropriated by an entity other than Buyer through eminent domain or similar proceedings, or is condemned by an entity other than Buyer for any public or quasi-public use, Buyer may not terminate this Agreement, but Buyer shall be entitled to receive all condemnation proceeds actually paid for that portion of the Property taken. 16. Default. ln the event of a breach or default under this Agreement by either Seller or Buyer, the non-defaulting party shall have the right to terminate this Agreement and the Escrow by delivering written notice thereof to the defaulting party and to Escrow Holder, and if Buyer is the non-defaulting party, Buyer shall have the right to obtain damages, or Buyer may obtain specific performance. Such termination of the Escrow by a non-defaulting party shall be without prejudice to the non-defaulting party's rights and remedies against the defaulting party at law or equity. 17. No Relocation Assistance. The total compensation to be paid by Buyer for the PropeRy is the Purchase Price, which consideration covers all land and improvements, equipment, loss of business goodwill, and relocation assistance, and is the full and complete acquisition cost of the Property. Buyer shall have no obligation to Seller under the California Relocation Assistance and Real Property Acquisition statutes and guidelines. Except for any breach of terms or conditions contained in this Agreement, Seller waives and forever releases Buyer, including its successors, officers, employees, attorneys, agents, representatives and anyone else acting on Buyer's behalf, of and from any and all claims, demands, actions or causes of action, obligations, liabilities, or claims for further compensation, known or unknown, based upon or relating to the facts or allegations and circumstances arising from Buyer's acquisition of the Property. By such release, Seller expressly waives its rights, if any, under California Civil Code Section 1542 which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Seller's Initials 18. Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered given upon the earlier of(a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or(c) 24 hours after deposit with a reputable overnight delivery service (such as Federal Express). Notices shall be addressed as provided below for the respective party; P6401-I 033�9371 A6v3.doc I Z provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: Buyer: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, California 92260 Attn: Finance Director Phone: (760) 346-0611 Seller: Attn: Phone: Escrow Holder: As set forth in Section 2. 19. Broker's Commissions. Buyer represents and warrants to Seller that Buyer has used no broker, agent, finder or other person in connection with the transaction contemplated hereby to whom a brokerage or other commission or fee may be payable. Seller represents and warrants to Buyer that Seller has used no broker, agent, finder or other person in connection with the transaction contemplated hereby to whom a brokerage or other commission or fee may be payable. Each party indemnifies and agrees to defend and hold the other harmless from any claims resulting from its breach of the warranties, representations and covenants made by it in this Section. 20. Standard Escrow Instructions. Each party agrees to execute Escrow Holder's supplemental reasonable standard instructions as may be necessary or proper in order to consummate the transactions contemplated by this Ageement; provided, however, in the event of a conflict between the ternls hereof and the terms of such standard instructions, the terms hereof shall control. 21. Time is of the Essence. The parties hereto agree that time is of the essence with respect to each term, condition and covenant hereof. 22. Entire A�reement. This Agreement, together with all exhibits hereto, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 23. Severabilitv. Invalidation of any of the terms, conditions, covenants, or other provisions contained herein by jud�nent or court order shall in no way affect any of the other terms, conditions, covenants, or provisions hereof, and the same shall remain in full force and effect. P6401-1033�937186v3.doc 13 24. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Seller and Buyer and deposited with Escrow Holder. 25. Attornevs' Fees. ln the event that suit is brought for the enforcement of this A�-eement or as the result of any alleged breach thereof, the prevailing party or parties in such suit shall be entitled to recover their reasonable attorneys' fees, costs, and expenses from the losing party or parties, and any judgment or decree rendered in such proceedings shall include an award thereof. 26. No Third Party Beneficiaries. This Agreement is entered into for the sole benefit of Seller and Buyer, and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 27. Governing Law. This Agreement shall be governed by and consirued in accordance with the laws of the State of California. 28. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. 29. Assig.nment of Agreement. Neither party may assign or transfer their respective rights or obligations under this Agreement without the prior written consent of the other. 30. Construction of Document. This Agreement is the result of a negotiation and is not the product of any one party. There shall be no presumption in the interpretation hereof that any ambiguity is to be resolved against any party hereto. The parties hereto waive expressly each and all provisions of California Civil Code Section 1654, which provides: "IN CASES OF UNCERTAINTY NOT REMOVED BY THE PRECEDING RULES, THE LANGUAGE OF A CONTRACT SHOULD BE INTERPRETED MOST STRONGLY AGAINST THE PARTY WHO CAUSED THE UNCERTAINTY TO EXIST." 31. Special Release and Covenant bv City. Buyer shall be responsible for the design and construction of any improvements to the Property that are made after the Close of Escrow and are not made by Seller("Future lmprovements"), and Buyer hereby releases any claim it may have against Seller relating to Buyer's design and construction of Future Improvements. City shall substantially complete [DESCRIBE FILLING/COMPACTION WORK RE: ENCROACHMENT ONTO ADJACENT LAND PRESUMABLY OWNED BY SELLER; DESCRIBE ON AN EXHIBIT?] on or before June 20, 2007, subject to extension by delays beyond the control of the City. P6401-1033�937186v3.doc 14 IN WITNESS WHEREOF, the parties have caused this A�eement to be executed as of the date first above written. BUYER: SELLER: THE CITY OF PALM DESERT, a California municipal corporation By: BY� Print Name: Print Name: Title: Title: Attest: By: Print Name: Title: Approved as to form by: RICHARDS, WATSON & GERSHON, Special Counsel By: P6401-I 033�937186v3.doc 15 EXHIBIT "A" LEGAL DESCRIPTION OF THE LAND Real property in the City of Palm Desert, County of Riverside, State of California, described as follows: PARCEL A: A PORTION OF PARCELS 1, 2, G AND H AS SHOWN ON PARCEL MAP NO. 24255 ON FILE IN BOOK 206, PAGES 94 THROUGH 99 INCLUSIVE, OR PARCEL MAPS, RIVERSIDE COUNTY RECORDS, CALIFORNIA, BE1NG WITHIN A PORTION OF THE NORTH ONE-HALF OF SECTION 29 TOWNSHIP 4 SOUTH RANGE 6 EAST, SAN BERNARDINOO BASE AND MERIDIAN, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. PARCEL B: A PROTION OF PARCEL 3 OF RECORDS OF SURVEY FILED IN BOOK 40, PAGE 69 OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY APN: 653-250-050-0 P6401-1033�937186v3.doc A-1 EXHIBIT "B" FORM OF GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Palm Desert APN: Exemot from recordin¢chan¢es under Government Code Section 6103 [SPACE ABOVE FOR RECORDER'S USE ONLY] GRANT DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: This transfer is exempt from documentary Transfer Tax pursuant to Revenue & Taxation Code Section 11922. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, (the"Grantor") hereby grants to the CITY OF PALM DESERT, a California municipal corporation, the real property located in the City of Palm Desert, County of Riverside, State of California, that is described on "Exhibit A" attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below. Dated: , 2006 GRANTOR: By: Print Name: Title: P6401-I 033\937186v3.doc B-1 STATE OF CALIFORNIA ) )ss. COUNTY OF ) On the day of ,20_,before me, ,personally appeared , 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 signaturc on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public SEAL: STATE OF CALIFORNIA ) )ss. COUNTY OF ) On the day of ,20_,before me, ,personally appeared , 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. Notary Public SEAL: P6401-1033�937186v3.doc B-2 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION P6401-1033�937186v3.doc B-3 CERTIFICATE OF ACCEPTANCE FOR GRANT DEED This is to certify that the interest in real property conveyed by the deed dated , 20 , from to the CITY OF PALM DESERT is hereby accepted by the undersigned officer or agent on behalf of the City of Palm Desert pursuant to authority conferred by resolution of the City Council of the City of Palm Desert, adopted on , 20_, and the grantee consents to recordation thereof by its duly authorized officer. CITY OF PALM DESERT By: Name: Title: DATED: , 20 P6401-I 033�9371 A6v3.doc B-4 STATE OF CALIFORNIA ) )ss. COUNTY OF RIVERSIDE ) On the day of ,20_,before me, ,personally appeared , 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. Notary Public SEAL: STATE OF CALIFORNIA ) ) ss. COUNTY OF RIVERSIDE ) On the day of ,20_,before me, ,personally appeared , 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. Notary Public SEAL: P6401-1033�937186v3.dc�c B-S EXHIBIT "C" CERTAIN DEFINITIONS Environmental Laws means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance (as later defined), or pertaining to occupational health or industrial hygiene(and only to the extent that the occupational health or industrial hygiene laws,ordinances,or regulations relate to Hazardous Substances on, under, or about the Property), occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) �42 USCS �� 9601 et seq.J; the Resource Conservation and Recovery Act of 1976 (RCRA) �42 USCS ,¢� 6901 et seq.J; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) (33 USCS �,¢ 1251 et seq.J; the Toxic Substances Control Act (TSCA)[1 S USCS��2601 et seq.J;the Hazardous Materials Transportation Act(HMTA)[49 USCS SS'S�'1801 et seq.J; the Insecticide,Fungicide,Rodenticide Act�7 USCS¢�136 et seq.J;the Superfund Amendments and Reauthorization Act(42 USCS,¢,yS 6901 et seq.J; the Clean Air Act(42 USCS�,¢' 7401 et seg.J;the Safe Drinking Water Act[42 USCS��30Qf et seq.J;the Solid Waste Disposal Act �42 USCS¢,�6901 et seq.J; the Surface Mining Control and Reclamation Act[30 USCS�;¢1201 et seq.J; the Emergency Planning and Community Right to Know Act�42 USCS�'�11001 et seq.J;the Occupational Safety and Health Act[29 USCS¢�65S and 657J;the California Underground Storage of Hazardous Substances Act [H& S C,�¢ 25280 et seq.J; the California Hazardous Substances Account Act�H&S C¢�25300 et seq.J; the California Hazardous Waste Control Act�H&S C,¢;fi 25100 et seq.J; the California Safe Drinking Water and Toxic Enforcement Act�N 8c S C�;¢24249.S et seq.J; the PoRer-Cologne Water Quality Act [Wat C ,�� 13000 et seq.J together with any amendments of or regulations promulgated under the statutes cited above and any other federal,state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. Hazardous Substances includes without limitation: (a) Those substances included within the definitions of hazardous substance, hazardous waste, hazardous material, toxic substance, solid waste, or pollutant or contaminant in CERCLA, RCRA, TSCA, HMTA, or under any other Environmental Law; (b)Those substances listed in the United States Department of Transportation(DOT)Table (49 CFR 172.101 J,or by the Environmental Protection Agency(EPA),or any successor agency, as hazardous substances j40 CFR Part 302J; (c) Other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and P6401-I Q33�937186v3.doc C-1 (d) Any material, waste, or substance that is (i) a petroleum or refined petroleum product, (ii) asbestos, (iii) polychlorinated biphenyl, (iv) designated as a hazardous substance pursuant to 33 USCS § 1321 or listed pursuant to 33 USCS § 1317, (v) a flammable explosive, or (vi) a radioactive material. P6401-1033�937186v3.doc C-2 EXHIBIT `•D" LIST OF ENVIRONMENTAL DOCUMENTS (If none, Seller must write "None"below; if this Exhibit is left blank and no list is attached, then Seller shall be deemed to have represented that there are none.) Pfi401-I033\937I 86v3.doc D-1 SCHOOL DISTRICT FUNDING AGREEMENT This SCHOOL DISTRICT AGREEMENT(the "Agreement") is dated as of , 2007 and is entered into by and between the CITY OF PALM DESERT, a California municipal corporation ("City") and the PALM SPRINGS UNIFIED SCHOOL DISTRICT ("School District"). RECITALS A. The City has established the City of Palm Desert Section 29 Assessment District in the City of Palm Desert (the"Assessment District") pursuant to the provisions of the Municipal Improvement Act of 1913 (California Streets and Highways Code Section 10000, et se .). B. The City intends to authorize the issuance and sale of not to exceed �40,000,000 principal amount of City of Palm Desert, Section 29 Assessment District (No. 2004- 02), Limited Obligation Bonds, Series 2007 pursuant to the Improvement Bond Act of 1915 (California Streets and Highways Code Section 8500, et se,,�c.) (the"Bonds") to represent assessments levied against properties in the Assessment District which remain unpaid at the end of a thirty-day cash collection period for the purpose of financing certain acquisitions and improvements to be owned by the City and of benefit to the assessable properties in the Assessment District (collectively, the"Improvements"), which Improvements are more fully described in the final Engineer's Report prepared in connection with the Assessment District entitled, "City of Palm Desert Engineer's Report, Section 29 Assessment District, No. 2004-02" (the"Engineer's Report"), which Engineer's Report may be modified from time to time. C. The School District is the owner of the land described on Exhibit"A" and located within the boundaries of the Assessment District (the"SD Property"). The SD Property, being public property, is exempt from the assessments levied within the Assessment District. D. Certain of the Improvements will be installed and constructed in proximity to the SD Property and the School District desires to execute and deliver this Agreement to provide for a contribution by the School District of a portion of the cost of the installation and construction of the Improvements which may be utilized for the use of the SD Property in the future. NOW, THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the sufficiency of which is hereby irrevocably acknowledged, the School District and City hereby agree as follows: 1. Payment. On or before February 12, 2007, the School District shall pay to the City by cash, cashier's check or wire transfer the sum of$865,330.59 (the "Funds"). Time is of the essence of the provisions of this Section 1 above. 2. Ri�ht-of-way. In order for the Improvements to be installed that may be utilized by the School District for the SD Property, the School District shall dedicate sufficient right-of- way(an irrevocable offer of dedication) described on Exhibit B, attached hereto on or before February 12, 2007. P6401-1033\937239v4.doc 3. Citv Use of Funds. Upon receipt, the City shall deposit the Funds in the improvement fund established for the Assessment District (or a temporary account pending the establishment of the improvement fund) and shall use the Funds for the payment of a portion of thc cost and expenses of the Improvements and for no other purpose. 4. Termination. In the event that the City does not issue the Bonds within eighteen months of the date of this Agreement, this Agreement shall terminate and be of no further effect and the City shall return the Funds to the School District and release the irrevocable offer of dedication. 5. School District Covenant; Waiver and Release. The School District hereby covenants not to file, assert or otherwise make any claims it may now have or may hereafter acquire that this Agreement is not enforceable(whether such claims are made on its own initiative, or as a defense in an action by City to enforce this Agreement), and the School District hereby irrevocably waives and releases any and all such claims. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date and year first set forth above. CITY: CITY OF PALM DESERT, a California municipal Corporation By: Print Name: Title: SCHOOL DISTRICT: Palm Springs Unified School District By: Print Name: Title: 2 P6401-1033\937239v4.doc EXHIBIT "A" Descrintion of School District Land (Attached) A-l P6401-1033�937239v4.doc Nov 30 06 04:27p Myron MacL�od 858-832-l033 p.3 — � S1GfE 1"� �pp' pQ� EXHIBIT "Ar` �OQ�l �� -� �- PUT � �r�Nr ttrx a�.s�pawr�av � Tu, � sEc. z�. �Ar.�L AMP IIiV1�Tt M0. 0�8—Q3 c� {�. � " �:rs'� �ass• r..�. R.�. 3I4.9�' � iJ1s.6►' c� T.p� 1/4 Sttllq'Y � L � PICi. '$' LaME/7�iK ILME T.P.QB GN�E eDAC� j��t g 33' Afx.S.i d? Pa. �{• �y��p ■■i dd a P.M.W. HO. Y9-ID q � �A� I ��if ' � 1s.4S AC.. t �i W `� � .o�w■ro�a �u,� aa� r �o.sa• rxw.ws � � � Nsr.ra ww+asa s�r�s' awoo.�v. i $�� iao�an�cr 8 �� i � J6.D� AG, t ��`�� M'T.110.f�MM � v,�',�, � � ow.CO.wv Q�, I �W0. w � � �• � S09'3J�}S�1' II31.3�� ' f fTS.B4� a sa� ra �re• g � �. � str. c.�'va.s � f a � g P��: No. ss-�s g R +t.��.��. : �r. _ _ ucnwv u►,� � _ ser�'�a�► =ass.4�' sw coR. src. 2s. . s�ER/ILD fZ�RO DI71VL� s��. T.s�, p.eE �p//iiii��^ T.rIS. R.QE' `'�Slt� �AND J:L \�av'''r �� A 1p*^,`*s� rE�tI�IF7f�AI�L7fak BIA�D GRAPHJC SCALE ;- � } �; ar iecao�ev�riwwna�c .00 e s� .m .00 �_' l3,W� � �i ��AO�v ��\ �. (M fFET) ;I� to�1�1 � � ,��, I biGA . 400 R 'Li��r%N/�///) E'� Ml� QI6/.it7/b/ PARCEI MAP WAIVER - CtTY OF PALM DESERT Prepored by. � Owner: Approved By. � � �. ��y��'..,.,-� �y�tii A111�R� 1/t 111'110N 1NGYlt70 R Ali�011ME* �� 777 S� AIG�7C OaIS� SGt/F�IPt a►1'�;1lfE�l! �r�w�r�wi ar.�rra st a�n► �r'"� �r� a a�+vr,r �s nas r�. a�r�or os�ra serm,� � llasfo4 n�.- av� a� o.�� A-2 P6401-1033\937239v4.dor .o , ao� 9- M _� lPf j, �O,. O - • a�0 � o +w�v� � -�� M • M w Y1 � i • s o e � : o o � � - i � �0� � A� ��7 � � �� i ; '�, "`'� `s 7Y,„ � i �a YIS�07 � - — - � g � � s � _ � -� . ., !°O �Y s e t a � a � - - - - - � �� O �O �� O �O �O �� . �� w � � o � .. - .� � Q - O � lO 'Og000� � ,� O � � -- , ,a . - - _ - - - � =O , �nnr3nv , snrrra � �;I � �,� z� �"O O a0 O' OlsO� e �°�a S 0 0 .a o �� .�..� ^ .. . ti �pO � x �r-- ,.� �� Q�� °0 O � � � � �Os � . �V 3� " e s a^ H y� s�. R O W � t �� aNn onr3y�s �S ,�O � , � - -- - -" ,' 'p ' 0 �0 � �- �' 300 �4; 0 , dOv N i �� O � m � • t a Q � � .. t� � R�I+ � R,��' R ai� f ,ilof , \ - '"" ' � ' - a �NYO �NMNOO � � �.O ''• � _ _ _ _ - .r' ; �- _ , � ��p ' O Oi O! ' CO O � � 7 • O � S 7 R^ � S �� _ _ _ 9 ' � � � - — c �� Y�y = 3A/y� .tritil�ll�J s Y= ��is � _�J - - - - - - - - - - -- - - -- - - - -- - - - -- - -- --- - -- - - - -- �3 �1+r. s g�� _ �� . r- W i�; � . e=i A-3 P6401-1033\937239v4.doc EXHIBIT "B" Description of Right-Of-Way � EXHIBIT 'B' RIGHT—OF—WAY DEDICATION SW 1/4 SEC. 29. 7. 4 5., R. 6 E.. S.6.M. b A.P.N. 653-260-023/025 �,�� @I. ZO � ��9Q'. .��' �P� � �,� a� e�► ��. ��_� =_ - ---- �__ 96TH AVENIJ!_ �� T.►.Oi. � PAR. il' �� i �. CU�RVE DATA I N0. DEL7A RAdU9 LENC61 . TIINOENi n� P�A�� D� 1 1 1 o I �.�I.�. �_'�� uesr. Pao. =oo�-a�oza9 � W� ��C. 9Z/4/mZ, 0.09. n� �"r' X �I . . . i o3oSYYo � „ PARCEL A �l91 lldi4. AlO.-YY�i�'9 U1�C. 90/43/�, O.R. � 43.605 5Q. FT. I1.001 I1C. �.�tv�.11c O E�s� e{ Dcd:c.,f'.�� 36' � �� 38' �1's�� u� o�T� 8 N0. BEARINO IETIGT}I j � � E�03%31/06 � N 1' 't ' ��'CI� ` R � I`NOR1N-SO(!M , � r owarEa sEcra►, 1 1 , uNE MSA CANSIILTINC3, INC 1+tAa��tO�9�Rtx t Awoa��h+a �• _ 200• r,�.or.ors alle�w.w�Ray.rno 31700 b 101�Dans�RAIR�11d�as�G►!0?IO � 'l�so�l7/�i�0+1�1�DAz(f10)JZY7M4 ` J.N. 1728 s�r � or � . j _ B-1 P6401-1033\937239v4.doc JRN-03-2007 15�50 FIJNIFINRNC1faL 8883266864 P.02�02 EXHIBIT •B' RIGHT—Of—WAY D£DICATION !3W 1/4 SEC. 29, T. 4 S., R. 6 E.� S.B.M. A.P.N. 653-260-022/a24 O�d1Ut. �8 � I � S 1/� �0l11. �(iEO� ilO. Z4ldd � I � $� �/4 9�1 1/4 �.iYi.�, ��/��8-�� t � I _ _ _�—J �--- -- - - sa�+�v�uE �„ ,� - - L1 CURYE DATA N0. oasA . w�nIUS �►+an+ Trwofxr PARCEL •A• c� � � a � 4 1 . 124.s�� so. �r. � c., : z.ess �c. �" 4 1. Z 1 l"� Q � f 105� � ��. '1 �� s� �.a�.�+. a�a �� r. Peo. �-�asaa�� d 4i�C. 10/9�lN. OA. � ° � L,� DATA . �$� S N0. BENtMG Lt7JGTM '� � 1 � r ��p �� . � 6` �� L� S 4 �. � �a� L7 �, Q � 1 � • � �} . �• V �\ v S'LY LINE L9 1 � � =�P�-� f h � ��f[.� - �T�•�►"• � � � � I ,� ��e�� MSA Coxsvi.zn�rct. Ixc ,n �l�t�oo,9�arY a A�ocu� e�c � •7�� si.�.w.ar,.�nioo�ne.r.w�atmma 3t7D0 fos Hois O�ns�RAtoe fts�a t G 1a270 �. _ 2�� QF �a��dn('1�370NI11� Pnt C/f0y�L7W I . J.N. 1728 S►+E�r � o� � I TOTAL P.02 B-2 P6401-1033�937239v4.doc FoR TI IE FIRM: J. Matthew Wilcox e-mail: Matt.Wilcox(a?greshamsavage.com GRESHAM SAVAGE NOLAN & TILDEN A PROFESSIONAL CORPORATION LAWYERS • FOUNDED 1910 550 E. HOSPITALITY LANE, SUITE 300 SAN BERNARDINO, CALIFORNIA 92408-4205 (909) 890-4499 • FACSIMILE (909) 890-9877 www.greshamsavage.com January 10, 2007 VIA FACSIMILE f 760/340-66981, E-MAIL 1David.Erwinebbklaw.coml AND GOLDEN STATE OVERNIGHT David Erwin, Esq. Best, Best & Krieger LLP 74-760 Highway 111, Suite 200 Indian Wells, CA 92210 Re: REQUEST FOR CONTINUANCE Benefit Assessment District No. 1 Section 29 Drainage Benefit Assessment District Palm Desert, CA Dear Mr. Erwin: Our Firm represents Wal-Mart Real Estate Business Trust, a Delaware statutory trust, and Sam's Real Estate Business Trust, a Delaware statutory trust (collectively, "Wal-Mart"), owners of a portion of Parcel 29 of Parcel Map No. 24255. We are writing to you on behalf of Wal-Mart, and on behalf of the rest of the owners of Parcel 29, RI Ventures, LLC, a California limited liability company, and Desert Gateway, LP, a California limited partnership (collectively, with Wal-Mart, the "Parcel 29 Owners"). In connection with its initial acquisition of Parcel 29 from Monterey 170, LLC, a California limited liability company ("Monterey"), and as partial consideration for such acquisition, Wal-Mart entered into a Storm Drain Maintenance Agreement with Gateway Industrial Park at Palm Desert Property Owners' Association, Inc., a non-profit mutual benefit corporation ("Gateway"), to provide for the maintenance and operation of an approximately 3.0 acre storm drain retention basin ("Retention Basin") for the benefit of Parcel 29, as well as certain other Parcels owned by Monterey, as outlined in the Storm Drain Agreement. Notably, the Parcel 29 Owners also shared in the cost of the land for the Retention Basin, as well as the cost of constructing the Retention Basin. We have recently learned that Monterey, Gateway, or its affiliates, may be working with . the City of Palm Desert to establish a Benefit Assessment District to acquire the Retention Basin, and to expand the Retention Basin to serve other property and, to establish a separate Benefit Assessment District to provide for the maintenance of the expanded Retention Basin (collectively, the "Assessment Districts"). We understand that this matter is currently scheduled GRESHAM SAVAGE NOLAN TILDEN J. Matthew Wilcox David Erwin, Esq. Best, Best & Krieger LLP January 10, 2007 Page 2 for consideration by the Palm Desert City Council at its regularly scheduled meeting on Thursday, January 11, 2007. It is the opinion of the Parcel 29 Owners that they have a vested interest in the Retention Basin and a specific economic interest in the maintenance of the Retention Basin pursuant to the Storm Drain Agreement. The Parcel 29 Owners believe that they can resolve this issue with Monterey and Gateway, but need additional time to further discuss the matter with them. The purpose of this letter is to request that the City of Palm Desert continue its consideration of the formation of the Assessment Districts in order to provide additional time for the Parcel 29 Owners to work out an amicable resolution with Monterey and Gateway. Please feel free to call me should you have any questions or need anything further. Very truly yours, ilcox, for GRESHAM SAVAGE NOLAN & TILDEN JMW/cam cc: Tom Noble (via e-mail only [noblecompanyllc@aol.com]) Paul Gibson, Finance Director/City Treasurer, City of Palm Desert (via Certified Mail/Return Receipt Requested) Bill Carver (via e-mail only [carvermgmt@msn.com]) Stanley G. Rothbart (via e-mail only [stan@rothbartdev.com]) W581/82-PALM DESERT_(CATE♦EDRAL_CITY)—148458.1