HomeMy WebLinkAboutPD North 80, LLC - Release Bonds CITY OF PALM DESERT
PUBLIC WORKS DEPARTMENT
STAFF REPORT
REQUEST: Release Performance Bond for Road Improvements to the North
Side of Gerald Ford Drive between Portola Avenue and Technology
Drive
SUBMITTED BY: Mark Greenwood, P.E., Director of Public Works
APPLICANT: Palm Desert North 80, LLC
5005 Calle San Raphael, Suite B-1
Palm Springs, CA 92264
BOND NO.: 72 B SB AC 8639
Hartford Fire Insurance Company
One Pointe Drive
Brea, CA 92821
$2,000,000
DATE: February 12, 2009
CONTENTS: Road Improvement Agreement
Vicinity Map
Bond
Recommendation:
By Minute Motion, release performance bond for road improvements to
the north side of Gerald Ford Drive between Portola Avenue and
Technology Drive.
Discussion:
When Communities Facilities District 2005-1 (CFD) was formed, Palm Desert North 80,
LLC, entered into a road improvement agreement with Palm Desert Funding Company.
The agreement stated that Palm Desert North 80, LLC, would fund the construction of a
portion of the north side of Gerald Ford Drive between Portola Avenue and Technology
Drive if Palm Desert Funding Company would construct the road improvements
concurrently with the improvements in the CFD. This was done to minimize traffic
interruptions and other construction impacts. Performance Bond Number
72BSBAC8639 for $2,000,000 was accepted as security for these improvements.
Staff Report
Release Performance Bond for Road Improvements to Gerald Ford Drive
February 12, 2009
Page 2 of 2
All work has been completed in accordance with the approved plans and has been
inspected by Public Works staff and found to be acceptable. The City is in the process
of accepting the right-of-way dedication for this portion of Gerald Ford Drive. A normal
one-year maintenance bond is not required because that was provided by Granite
Construction Company who was contracted to construct the improvements.
Therefore, staff recommends that City Council release performance bond for road
improvements to Gerald Ford Drive
Submitted By: Departm n ead:
� �1��,1�((�it, �t,Vl C.c�n
Christina Canates Mark Gr nwood, P.E.
Assistant Engineer Director of Public Works
Approva :
�._.
I
__ �
Homer Croy Paul S. Gibson
ACM for Develop nt Services Finance Director
• CITY CO�)NCILACTION
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Ori�;inxl on i�ile with City Clerk's Of'tice
G:IPubWorkslStaK Reports120091February 12107 Re/ease Performance Security for Road lmprovements to Gerald Ford DrivelRelease Performance Security for Improvements
to Gerald Ford Drive-docx
CITY Q�'PALM��SERT
FQI�AD,I�12PI�i�'VEMEI�T AGREEM�IT FU�2M
FAIT�'CJL PE�2r'dRMANCE SQl�
l��S�RIP'X'I�11P�'�C]�'�'VQR�: Aton the narth half of CreraId F rd Drive b tween�ortola
A�ven and Tech o Drive as sh wn on P cel Ma N , 3 '730 idenin f
G�rald For l�rive ar�d ttenaan str�et i rovements
1VAME QF]�EVELQ���; Palm Desert North 80, LLC
�����l� �iJi�'X`�.`; Hartford Fi re Insurance Company
��'�'�CTPVE�ATE• ���Y 14, 2006
AMaUnr`�'c��$a�A: T�ra Million Dollars �2 DOL��OQ
g()�'dD l�'ITh�j:��R: 72 BSB AC 8639
pI��L''M�M; $40,000.00
.KI�IOW AI,L MEN�Y THESL PRE,�ENT�: That the persan, firm, corpor�fion, e�itity,
ar Ot}18T'v✓ISe, �amed o�i Line 2 ab�ve, without rega,rd to gender a,nd number, hareinafter referred
to as PRII�TCIpqI,, and the corporation r��m�� on Line 3 above, a corporatian authotizeti to do
busine�s in the State of Calif+arnia a.t�d presently possessed of autharity under Title 6 af the
United States Coda to do business under Sectians 6 to l� ther�of, in the aggr��ate ain�unts
h�reof, hereinat�er raferred to as gi i�Ty� ���aint�� and seve�,tly held and firm�y bound unto
the City p�'pa����se�rt, a municipai �or`poration of the 3tate of Cali�ornia, 1aer�;na.��referret!to
as CiT'Y', in the su� mentic�ned on Lin� 5 abave, in l��wfi�1 rnouey pf the Ur�ited States of
America, far the faithfnl performa,nas of that cet�in RQAD IMI�R(7VEMENT AGREBIVfEI�1T'
dated as of Dec�mber 22, 2Q05 betw�en�RINCTPAL�nd CTTY(the"ROAD 7I�g'ROVEIVL�NT
ACrREEMENT") regarding the impro�vement afi the road r�,nied on L'rne 1 above, whiah s�,id
agrsernent is by this ref�rence i�tcorporat�d herein, for the pa�+ment of�vhich sums w�ll and truly
ta be made, P��;g��, ��� g�T� h��,�by bind th�mselves, tk�eir heirs, administ�ators,
exeautors, adrnini�tr�tors, successors and�ssigns,jointl�and severally, �rm1y by these presents,
'1`� Ct�NDITTQN of the foregaing obrigation is stich that if th�said PRINC.XpAI,� ar its
executors, adrninist�ators, suacessors or assi�ns, shall f�.ithfuily perform all the undertakings,
tern�s, ca�venants, conditians, and agr.�ernents cantained in the �tpAD IM'pR(}V���T
�G��MENT and an� slteratian thereof rnade as therein prarrided, on its p�.rt to be kept and
perforrned, in.a manne� and forrn therein specified and within the time therein specified, and �n
all respects �ccording tQ their true intent and meaning, and sh�ll furnish material in compliance
P6401.ta3218670�6.1
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r�itY�the speci�c�,tions and�erfnrm all t�2�t�ertain�cvt�rk�d im�rovement in s�,i�i C�T�.'W�c12 is
rnc�r� partic�la.rly d�s��ibed ii� Che I2f3AI� II��,Q�%EME?�T AG1�E�:ME�T, and s�ialt
indemnify and hold h�rml�s� s�,id City a�d it� o�cers, agents, and c�thers as thereir� pr�o�ided,
then this obligatic�n with res�ect to the f�.ithful ��e�'cs�'m�n�e o�'th� �tt�AI3 Il�P�2QVEME�IT
A�"r���ZEN'T shail becosne nu�1 �,nd void, c�therwise if s11aXl bB and rem�it� in ftt11 farCe and
�ff�ct.
The said S�LJ'R.ETY', for �✓alue recei�red, her�i�y sti�ulates and agrees that no chariqe,
�xte�sion �f tir���, �,t�er�tian, nm�dification, c�r addition tc� the t�rrns of tY�e TM��tQ`V"�MENT
AGI�:IV1E�`T or to th� c�rork to be p�r£�rrmed thereunder tir tkx� sp�cifi�ations acc�mpanyin�;
th.e same sliail in �nywi��a.f3E'�ct its ��li�a.tions ander this b�nd, a,nd it do�s her�by w�i�v� n,�tice
Qf a�� such change, ext�nsian of`tima, al�er�tion, �nod'r�ication, ar a�ditian ta the terms af the
f.MPRa�'EIi�1�T�T ACR�::MENT, tti+� vvor�� the specifi��#zons ar any £ea��r� or it�m �f
perfarmanee therattnder. �UE�.E'�'Y her�by waiv�� the provisic�r�s of Ca�iforni� �ivil Cod� �§
2845 an�i 2849. In th� ��vent it b�cr�znes ne�css�ry fi�r CTTY ta �ring �n action tc� enforce �his
bond, SUR�T1' sh�ii pay CITY'S rea;scanab�e �ttoriie�'s f�es and court costs in conrt�ction
th�rewi�kl� iri an�rnaun����d by the cca�zrt.
:t1'�T WI�'h'�,�� WI�E�,�(�F, two (2j ident'rGai countezp�u-ts t�f thi� instrurnent, eaGh of
whia� �h�,il far all p�a�pt�ses be deamsd an arigit�at herec�f, hav� been dut,y �xecu�ed �y
PR.II�TGIP�X. and SUR��'Y on th� date men�ip��d c�n Li��4 of Pa�e 1 herec��; th� se�l c�f each
coept�z��t�party b�in,�h�reta�a,f�ix�d, anc�cluly�i�xS�d l�y i�s und�rsi��i�d represesa��,tiv�(s),
4cL�S\.1.1 V�3.Y��1.�.r�} ic��1A.G 2. I.)5
Palm Desert Narth 8Q, LLC Hartford Fi re Insurance Company
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T���j7�1017�'�TCr.' 760-778-4337 - E3rea, CA 92827
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CALIFC►RNIA ALL-PURPOSE ACKNOWLE[)GMENT
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9 1 y prove va/uable to persons relying on the document and coutd prevenf ���,
I� fraudu/ent removal and reattachment of thrs form to anotl7er document.
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� Descripfiion of Attached document �;
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�� Titie or Type Of DoCumetlt: Performance Bond---------------------------------------------------- ;�,
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Document Date: _ y � - --- - - 2---------
� Numbsr of Pages: i��
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Direct lnquiries/Claims fa
POWER OF ATTO��NEY Po.B X�2 03 6 ODSFORDENUE
HARTFORD,CONNECTICUT 06115
call:888-266-3488 or{ax:860-757-5835
KNOW A�L PERSONS BY THESE PRESENTS THAT: Agency Code: 72-250878
� Hartford Fire Insurance Company,a corporation duly organi2ed under the laws of the State of Connecticut
X� HartFord Casualty Insurance Company,a corporation duly oreanized undcr the laws of the State of Indiana
� Hartford ACCident and Indemnity Company,a corporarion duly organized under[he laws of the State of Connecticut
0 Hartford Underwriters Insurance Company,a corporadon duly organized under the laws of the State of Connecticut
� Twin City Fire Insurence Company,a corporation dulv organized under the laws of the State of Indiana
� Hartford Insurance Company of Illinois,a corporation duly organized under the laws of the State of Illinois
� Hartford Insurance Company of the Midwest,a corporaaon duly organized under the laws of the State of Indiana
� HartFord Insurance Company of the Southeast,a coiporation duly organized under the laws of the State of Florida
having their home office in Hartford, Connecticut, (hereinafter collectively referred to as the"Companies")do hereby make, constitute and appoint,
up to the amount of unlimifed:
Garl Ke/ch, Patricia L. Rowley
of
Glendale, CA '
their true and lawfui Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies)only as
delineated above by �, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the
nature thereof,on behalf of the Companies in their business of guaranteeing the fidelity of persons,guaranteeing the performance of contracts and
executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law,
In Witness Whereof, and as authorized by a Resolufion of the Board of Directors of the Companies on July 21, 2003 the Companies
have caused these presents to be signed by iis Assistant Vice President and ifs corporate seals to be hereto affixed,duly attested by its Assistant
Secretary. Further,pursuant to Resolution of the Board of Directors of the Companies,the Companies hereby unambiguously affirm that they are
and will be bound by any mechanically applied signatures applied to this Power of Attorney.
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Paul A.Bergenholtz,Assistant Secretary David T,Akers,Assistant Vice President
STATE OF CONNECTICUT
� �S, Hartford
COUNlY OF H�IRTFORD
On this 4th day of August, 2004, before me personally came David T.Akers,to me known,who being by me duly sworn,did depose and
say: that he resides in the County of Hampden, Commonwealth of Massachusetts; that he is the Assistant Vice President of the Companies, the
corporations described in and which executed the above instrument; that he knows the seals of the said corporations;that the seals affixed to the
said instrument are such corporate seals;that they were so affixed by authority of the Boards of Directors of said corporations and that he signed
his name thereto by like authority.
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Notary Pubiic
CERTIFICATE 'dY Commission Expires October]1,2007
1,the undersigned,Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct
copy of the Power of Attorney executed by said Companies,which is stili in full force effective as of July 14, 2006.
Signed and sealed at the City of Harfford.
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Gary W.Stumper,Assistant Vice President
POA?005
C�t.L1��3RNIA .1URAT WITt# AIFF1�3P1T 51"ATEII�IERIT
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State of Caiifiornia
Caunty of ��,,� µ:'.�--� ss.
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�See Attached Document (Nofary to cross out lines 1-6 below}
See Statem�nt Belaw (Lines 1-3 to be cnmpleted onfy by document signer[s�, nat Notary)
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5igna4ure�i�i Doci�rnerrt 9ign�r Dln.t Sign�Wre oI C)acumenk S;gi�er No.2(if�try;
Subscribed anc� sworn ta {ar�fifirmad} before rn� on this
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(�`iough the informatiprr belc��r�is not r�c�uirc-:d by(a�v,it mray F->rove
vc�luable tn�acarsor�s re�y�in�c�n 1Y7�d�r.urr.•zrrt ar,d coti,tc9,�r�ver�t � ., ' � -
r`racrdulerrf r��rroua'��nd reatt��ct7rlte.ni of t/ais 1r�n7!ta�r,other zioctirnt:,nt. Tor�c•�tl E, :L,here Top a:`th�,.r.o+�e�e
Further C7escript9an of Any Attached Dacurrsent
Title nr Type of Document: '
Doctimant Dtzte:_ N�irrrber of Pages ___
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ligner(�)Oth�r Th<an Plamed Above.
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Cc�20�J�Nat7onalNc�tnryAsse�ci�H��r7�936;)DeSt�to;#vE.,i70.Box_402^Chatu�snrih,GA41.s13�1L72•..a,.4.NatlonaWot�ry.org item*r.5910 Reorder(,uRifll6�FrEetBOt1-k�76-o877
ROAD IMPROVEMENT AGREEMENT
THIS ROAD IMPROVEMENT AGREEMENT(this"Agreement") is entered into as of
Decemher �, 005, by and among PALM DESERT FiTNDING COMPANY, LP, a Delaware
limited partnership("South Owner"),PALM DESERT NORTH 80, LLC, a California limited
liability company("North Owner"), and the CITY OF PALM DESERT, a California municipal
corporation("City"),with respect to the following:
RECITALS:
WI�REAS, South Owner is the owner of certain real property in the City of Pa1m Desert,
County of Riverside, State of California,which property is located on the south side of Gerald Ford
Drive as depicted on Exhibit A attached hereto and more particulazly described on Exhibit B
Attached hereto(the"South Property").
WHEREAS,North Owner is the owner of certain real property located in the City of Palm
Desert, County of Riverside, State of California, which property is located on the north side of
Gerald Ford Drive as depicted on Exhibit C attached hereto and more particularly described on
Exhibit D attached hereto(the"North Property").
WHEREAS,Desert Wells 237,LLC, a California limited liability company("Desert
Wells"), and Albor Properties III,L.P., a California limited partnership("Albor"), are owners of
certain real property in the City of Palm Desert, County of Riverside, State of California, which
property is located on the south side of Gerald Ford Drive as depicted on E�ibit A attached hereto
and more particularly described on Exhibit I attached hereto(the"DW/AB Property").
WHEREAS, South Owner has options to purchase, among other things,the DW/AB
Property from Desert Wells and Albor pursuant to(a)that certain Option Agreement dated as of
June 23, 2005, executed by South Owner and Desert Wells(the"DW Option"), and(b)that certain
Option Agreement dated as of June 23, 2005, executed by South Owner and Albor(the
"AB Option" and together with the DW Option, the"Option Agreements").
WHEREAS, South Owner intends to purchase the DW/AB Property pursuant to the Option
Ageements, with the closing thereof projected to occur in early 2006(the"Closing").
WHEREAS, in connection with South Owner's proposed development ofthe South
Property(the"South Development"), City is requiring South Owner to widen and otherwise
improve the south side of Gerald Ford Drive along the portion thereof that is contiguous with the
South Property(the"South Improvements").
WI�REAS, in connection with the South Development and at the request of South Owner,
City has commenced proceedings to form a community facilities district("CFD")pursuant to the
Mello-Roos Community Facilities Act of 1982 (California Government Code Sections 53311, et
seq.) (the "Act"), affecting the South Property (the"South CFD"), and if the South CFD is formed,
the special taxes to be levied by the South CFD would to be used to secure bonds expected to be
issued by the South CFD, the proceeds of which would, in part, to pay for the South Improvements.
854782.9
WHEREAS,North Owner intends to develop the North Property(the"North
DevelopmenY'), and acknowledges that the North Development will reyuire the widening of, and
other improvements to, the north side of Gerald Ford Drive along the portion thereof that is
contiguous with the North Property(the"North Improvements").
WHEREAS, City desires, in order to minimize traffic interruptions and other construction
impacts along the portion of Gerald Ford Drive bordered by the South Property and the North
Property,that the South Improvements and the North Improvements be constructed and completed
concurrently.
WHEREAS, notwithstanding the fact that(a)the North Development is not imminent;(b)a
CFD encumbering the North Property(the"North CFD")has not been formed to provide funds to
pay for, among other things,the North Improvements; and(c)funds of the South CFD are not, and
will not be, available to pay for the North Improvements,North Owner has agreed to pay for the
North Improvements and South Owner has agreed to construct the same concunently, and in
connection,with its construction of the South Improvements,upon the terms, and subject to the
conditions, set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Incornoration. The preamble and recitals of, and the exhibits attached to,this
Agreement are hereby incorporated into, and made a part of, this Agreement.
2. Obligations of South Owner. South Owner shall:
2.1 Complete the design of, and plans and specification for,the North
Improvements and the South Improvements(collectively,the"Improvements") as provided in
Section 4.
2.2 Provide North Owner with the opportunity to review and approve the design
of, and plans and specifications for, the North Improvements prior to the submission thereof for
approval by City.
2.3 Once approved by North Owner in accordance with Section 2.2,which
approval shall not be unreasonably withheld, process the design of, and plans and specification for,
the Improvements for approval by City and any other applicable governmental entities in order to
obtain all permits necessary for the construction of the Improvements(the"Permits").
2.4 Once the design of, and plans and specifications for, the Improvements have
been approved by City and any other applicable governmental entities(the"Improvement Plans")
and the Permits have been obtained, provide a copy ofthe Improvement Plans and the Permits to �
North Owner.
854782.9 2 .
2.5 Complete materials to solicit bids from contractors to construct the
Improvements in accordance with the Improvement Plans and the Permits(the"Improvement
Work").
2.6 Provide North Owner with the opportunity to review and approve all bid
materials for the Improvement Work prior to the issuance thereof.
2.7 Once approved by North Owner, issue all bid materials for the Improvement
Work and provide North Owner with a copy of each bid received in response thereto.
2.8 Provide North Owner with the opportunity to review and approve all
contracts for the performance of the Improvement Work prior to the execution thereof.
2.9 Once approved by North Owner, execute and enforce all contracts for the
performance ofthe Improvement Work(the"Improvement Contracts").
2.10 After the formation of the South CFD by the City Council of City(the"City
Council"),but prior to the(a)adoption by the City Council of an ordinance authorizing the levy of
special t�es within the South CFD(the"Ordinance")and(b)commencement of the construction
of the North Improvements(the"Pre-Ordinance Period"), obtain and deliver(or cause to be
obtained and delivered)to City a performance bond(at North Owner's cost and expense as set forth
in Section 3.2 and subject to Section 3.4)in the amount of Two Million Dollazs($2,000,000)for the
construction of the North Improvements(the"Performance Bond"), issued by a company and in a
form reasonably acceptable to, and for the benefit of, City;provided, however,that after the City
Council's adoption of the Ordinance and after the execution of the Improvement Contracts for the
construction of the North Improvements, South Owner may obtain and deliver to City, and City
shall accept, a replacement performance bond(the"Replacement Performance Bond") issued by
a company and in a form reasonably acceptable to, and for the benefit of, City and in an amount
equal to the value of the Improvement Contracts for the construction of the North Improvements
(the"North Improvements Costs"). Promptly after its receipt ofthe Replacement Performance
Bond, City shall return the Performance Bond to South Owner. In addition, if the South CFD does
not issue bonds by December 31, 2006, City shall promptly thereafter return the Performance Bond
or the Replacement Performance Bond, as applicable, to South Owner, Promptly after the North
Improvements have been completed in a lien-free manner and otherwise in accordance with this
Agreement and the"License" (as defined below), City shall return the Performance Bond or the
Replacement Performance Bond, as applicable, to South Owner to the extent the same was not
used therefor. South Owner and North Owner represent to City that the current estimate of the
North Improvements Costs(excluding contingency and management fees) is One Million Four
Hundred Forty-Six Thousand Eight Hundred Twenty-One Dollars ($1,446,821)as shown in
Exhibit E attached hereto, and that the amount of the Performance Bond is therefore expected to
be adequate to cover North Improvements Costs as well contingency and management fees.
2.11 Prior to the commencement of the construction of the North Improvements,
deliver to North Owner a Temporary Access and Construction License in substantially the form �
attached hereto as Exhibit F(the"License"), executed by South Owner.
854782.9 3
2.12 Provide No�th Owner(promptly after South Owner's receipt of the
following)with(a)an invoice for the premium for the Performance Bond and Replacement
Performance Bond(if applicable); (b)all invoices for the preparation of the Improvement Plans and
issued pursuant to the Improvement Contracts in connection with the design and construction,
�, respectively, of the North Improvements; and(c)paid receipts for the Permits obtained for the
North Improvements.
2.13 Complete the Improvement Work within nine(9)months following the later
of: (a)issuance of the bonds by the South CFD;or(b)issuance of the Improvement Plans
(provided, however,that i�the issuance ofthe Improvement Plans is unreasonably delayed by South
Owner, then the Improvement Work shall be completed within nine(9) months following the date
reasonably determined by City that the Improvement Plans could have been issued but for such
unreasonable delay by South Owner).
3. Obligations of North Owner. North Owner shall:
3.l During the Pre-Ordinance Period, deliver to City an Irrevocable Offer of
Dedication in substantially the form attached hereto as E�ibit G(the"Offer"), executed by
North Owner together with either of the following, at North Owner's discretion: (a) from the
holder of any monetary lien encumbering the North Property, an executed and acknowledged
Consent and Subordination(the form of which is attached to the Offer)for the purpose of
subordinating any monetary lien encumbering the North Property, or(b) reasonable assurances
from Stewart Title of California, Inc. that title to the property that is subject to the Offer will be
conveyed to City free and clear of any monetary liens. Notwithstanding the foregoing, City shall
not record or accept the Offer until the issuance of bonds by the South CFD, and City shall
promptly and unconditionally return the Offer to North Owner and release North Owner from all
obligations thereunder if the South CFD does not issue bonds by December 31, 2006.
3.2 In the event South Owner andlor its contractor for the North Improvements
is unable to obtain and deliver the Performance Bond pursuant to Section 2.10, and South Owner
provides written notification to North Owner thereof, deliver, or cause to be delivered,the
Performance Bond within a reasonable time following its receipt of such notice.
3.3 Within ten(10)business days after South Owner provides any materials
described in Sections 2.2, 2.5 and 2. 7,provide South Owner with a reasonably detailed description
of any aspect thereof that is not reasonably acceptable to North Owner(an"Unacceptable Notice");
provided, however,that North Owner shall be deemed to have approved any such materials for
which an Unacceptable Notice is not provided and all other aspects of any such materials that are
not described in detail in an Unacceptable Notice; provided further, however,that North Owner
shall be deemed to have approved any such materials for which an Unacceptable Notice is provided
if such materials aze revised to eliminate the aspects thereofthat were not reasonably acceptable to
North Owner as described in detail in the Unacceptable Notice.
3.4 Within twenty(20)business days after South Owner provides an invoice for
the preparation of the Improvement Plans in connection with the design of the North Improvements
or an invoice for the premium for the Performance Bond, pay the amount thereof directly to the
party that issued the same, and provide evidence of such payment to South Owner.
854782.9 4
3.5 Within twenty(20)business days after South Owner provides a paid receipt
for the Permits obtained for the North Improvements,reimburse South Owner for the amount
thereof.
3.6 Reasonably cooperate with South Owner in the process of obtaining the
Improvement Plans and the Permits.
3.7 Prior to the commencement of the construction of the North Improvements,
deliver to South Owner the License executed by North Owner.
3.8 After(a)the earlier of Closing or March 15,2006, and(b)North Owner's
receipt of the Improvement Contracts, and prior to the commencement of the construction of the
North Improvements, deposit cash or a letter of credit in an amount not less than the North
Improvements Cost into the"1Vorth Improvements Account"(as defined below), and provide
evidence of such deposit to South Owner and City.
4. Improvement Plans. South Owner shall direct RBF Consulting ("RBF")to
prepare the design of, and plans and specification for, the Improvements,which shall include the
following: (a) engineering plans and specifications; (b) grading plans; (c) drainage plans;
(d)geology and soils reports; and (e) environmental mitigation and remediation plans, if required
by law, regulation or any Governmental authority; provided, however, that North Owner andlor
South Owner shall not be required to use its or their, as applicable, property to mitigate or
remediate environmental matters occurring on any other property}. South Owner shall also
direct RBF to prepare a time schedule for the completion of the Improvement Plans and the
completion of the Improvement Work based upon the Improvement Plans, which shall include the
following: (i)the anticipated date for obtaining the Improvement Plans and the Permits
(including the anticipated dates for completion and approval of any environmental impact report,
assessment or declaration required by law); and (ii)the anticipated date for completion of each
major item of construction in connection with the improvement Work(including the anticipated
date for remediation(including re-seeding and re-vegetation) of the South Property and the
North Property); provided, however, that the Improvement Plans shall not require any re-
seeding, re-revegetation or other landscaping or landscaping-related work north of the northern
sidewalk of Gerald Ford Drive. South Owner shall also direct RBF to process modifications of
the foregoing in order to incorporate comments from South Owner and North Owner, and other
changes required by City, in order to obtain the Improvement Plans and the Permits.
5. Bank Account. South Owner shall open a deposit account with Rabobank in Palm
Desert, California(the"North Improvements Account"), into which North Owner shall deposit
cash or a letter of credit as provided in Section 3.8. For tax purposes, any interest that accrues on
the funds in the North Improvements Account shall be credited to North Owner; provided, however,
that any such interest shall remain, and become part of the funds, in the North Improvements
Account. The funds in the North Improvements Account shall be used exclusively to pay for the
North Improvements;provided, however, that any funds remaining in the North Improvements
Account after City accepts the Offer shall be immediately returned to North Owner without the •
necessity of any other action by any other party. In the event North Owner does not,within twenty
(20)business days after receipt from South Owner of an invoice issued pursuant to the
Improvement Contracts in connection with the construction of the North Improvements, provide
854782.9 5
South Owner with evidence that it has paid such invoice directly to the party that issued the same
from the funds in the North Improvements Account(or otherwise), then South Owner shall have the
right to pay such invoice directly to the party that issued the same from the funds in the North
Improvements Account.
6. Payment and Reimbursement of Costs. All costs and expenses incurred in
connection with the North Improvements, including the North Improvements Costs, shall be the
sole responsibility of North Owner; provided, however, that City acknowledges and agrees that
such costs and expenses will be taken into account in the formulation and establishment of the
North CFD (the"Reimbursable Costs and Expenses").
6.1 South Owner shall construct, and North Owner shall permit South Owner
to construct, the North Improvements as if they had been constructed under the direction and
supervision or under the authority of City. City's acceptance of title to the North Improvements
shall be deemed City's acceptance of an advance of a work in-kind pursuant to Section 53314.9
of the Act. To that end, and in connection with the construction of the North Improvements,
South Owner agrees to comply with (a) all public bidding and contracting requirements of City
as described in Exhibit H attached hereto and California Government Code Sections 3300, 3400,
6109, and 6610; (b)the provisions of California Labor Code Sections 1720, et seq. with respect
to the payment of prevailing wages, and (c) all payment bonding requirements of the California
Civil Code, including providing a payment bond in conformity with California Civil Code
Sections 3247 and 3248 (the"Payment Bonds"). Provided that(i) fifteen (15) days have passed
after the later of(1)the expiration of the applicable statutory period in which any person or
entity may bring suit against the Payment Bonds as set forth in California Civil Code
Sections 3239 or 3249, or(2)the expiration of the applicable statutory period in which any
person or entity may record a lien in connection with the North Improvements pursuant to
California Civil Code Sections 3115 or 3116, and (ii) no such suit or lien has been filed at such
time, City shall deliver to South Owner, promptly after City's receipt of a request from South
Owner, a letter confirming that the Payment Bonds are no longer required to be maintained in
full force and effect.
6.2 If the North CFD is formed and issues bonds, City shall cause the North
CFD to reimburse North Owner for the Reimbursable Costs and Expenses from the proceeds of
such bonds that are deposited in a project or construction fund(regardless of the name of such
fund), but only to the extent(a) such proceeds are available and(b)the Reimbursable Costs and
Expenses are reimbursable therefrom, it being acknowledged and agreed by North Owner and
South Owner that the proceeds of bonds issued by the South CFD may not be used to reimburse
North Owner for the Reimbursable Costs and Expenses to the extent the same were incurred
pursuant to an Improvement Contract with a person or entity affiliated or otherwise related to
North Owner or South Owner. Pursuant to Section 53314.9 of the Act, North Owner and South
Owner acknowledge and agree that City's agreement to cause the North CFD to reimburse North
Owner for the Reimbursable Costs and Expenses pursuant to this Section 6 does not, and shall
not, constitute a debt or liability of City.
6.3 Pursuant to Section 53314.9 of the Act, if(a) any funds are advanced by
North Owner directly to City for the construction of the North Improvements (the"Advanced
Funds") and (b)the qualified electors of the North CFD do not approve (i) the proposed special
854782.9 6
tax to be levied within the North CFD or(ii) a change in such special tax required to finance the
North Improvements, then City shall return the Advanced Funds to North Owner to the extent
the same have not been used by City to pay for the construction of the North Improvements by
the time of the corresponding election. Notwithstanding the foregoing, North Owner and South
Owner acknowledge and agree that no Advanced Funds are required or contemplated by this
Agreement.
7. Insurance. South Owner shall not commence construction of the Improvements
until it has provided evidence, in form and substance satisfactory to the City's Risk Manager,
that it has secured all insurance required under this section. Prior to the commencement of the
construction of the Improvements, and all times while the Improvement Work is being performed,
South Owner shall maintain, or cause"Contractor" (as defined below)to maintain, the following
insurance:
7.1 Workers' Compensation Insurance—complying with all applicable
statutory requirements; and Employers' Liability Insurance— minimum limit of$1,000,000 per
occurrence; both coverages to apply to liability as applicable under any state or federal statute or
through any common law process.
7.2 Business Automobile Liability Insurance (including owned, non-owned
and hired vehicles)— combined bodily/personal injury, death and property damage—minimum
limit of$1,000,000 per occurrence.
7.3 Commercial General Liability Insurance(including contractual coverage)
—combined bodily/personal injury, death and property damage—minimum limit of$2,000,000
per occunence.
7.4 Professional Liability Insurance—errors and omissions liability insurance to
be procured and maintained by RBF and any other engineers or design professionals with respect to
the Improvement Work, for a period of five(5)years following completion ofthe applicable
Improvement Contract—minimum limit of$1,000,000 per occurrence.
7.5 All policies of insurance obtained pursuant to this Section 7 shall (a)be
issued by a company authorized to do business in the State of California with a minimum"Best's
Insurance Guide rating of"A-:VI;" (b) name North Owner as an additional insured; (c)name
City and the South CFD as additional insureds, and, if obtainable after the South Owner's use of
commercially reasonable efforts, the respective consultants of City and the South CFD, and each
of their directors, boardmembers, councilmembers, offcers, officials, employees, agents, and
volunteers(including independent contractors who serve as City's or South CFD's of�icer or
officials) (collectively, the"City Personnel") as additional insureds; (d) provide that the
insurance therein is primary and not in excess of, or contributory with, other insurance held by
North Owner and/or City; (e) include an endorsement to City eliminating any deductibles or self-
insured retentions relating to City, the South CFD, and, if named as additional insureds pursuant
to Section 7.5(c), City Personnel; (� contain a waiver of subrogation in favor City, the South
CFD, and, if named as additional insureds pursuant to Section 7.5(c), City Personnel, with
respect to coverage for workers' compensation and employers' liability; (g) contain a provision
providing that such insurance shall not be suspended, voided, reduced, materially changed, or
8547829 �
cancelled without thirty(30) days' prior written notice by certified mail, return receipt requested,
to North Owner, City, and the South CFD; and (h) contain a provision providing that any failure
to comply with reporting or other provisions of the policy, including breaches of warranties, shall
not affect coverage provided to City, the South CFD, and, if named as additional insureds
pursuant to Section 7.5lc), City Personnel; provided, if after the use of commercially reasonable
efforts, South Owner is not able to obtain a policy of insurance required hereunder naming the
City Personnel as additional insureds, upon City's request, South Owner shall provide City with
documentation satisfactory to the City's Risk Manager evidencing South Owner's efforts to
obtain the same.
8. Indemnitv. South Owner agrees to indemnify, defend (with counsel reasonably
approved by North Owner, City and the South CFD, as applicable) and hold harmless North
Owner and its members, partners and their members, partners shareholders, partners, officers,
employees and agents(collectively, the"North Owner Parties") and City, the South CFD, and
their respective consultants, and each of their directors, boardmembers, councilmembers,
officers, officials, employees, agents, and volunteers(including independent contractors who
serve as City's or South CFD's officer or officials) (collectively, the"City Indemnified
Parties"), from any claim, cause of action, demand, cost, expense, loss, damage, penalty or fine
incurred in connection with the Improvement Work and/or arising from the obligations of South
Owner hereunder, except to the extent that the same are caused by the gross negligence or willful
misconduct of the North Owner Parties or the City Indemnified Parties. North Owner agrees to
indemnify, defend (with counsel reasonably approved by City and the South CFD, as applicable)
and hold harmless the City Indemnified Parties, from any claim, cause of action, demand, cost,
expense, loss, damage, penalty or fine arising solely from the failure of North Owner to perform,
wholly or in part, its obligations hereunder, except to the extent that the same are caused by the
gross negligence or willful misconduct of the City Indemnified Parties. The foregoing
indemnification obligations shall survive until such time as all such potential claims, causes of
action, demands, costs, expenses, losses, damages, penalties or fines shall have been barred by
applicable statutes of limitations.
9. No Obligation to Form South CFD or North CFD. North Owner and South Owner
acknowledge and agree that the decisions of the City Council to form the South CFD and/or the
North CFD, to include any.particular improvement or facility among the improvements and
facilities to be financed by the South CFD or the North CFD, or to cause the South CFD or the
North CFD to issue bonds, is a legislative action, and City may not enter into an agreement to
obligate the City Council to exercise its legislative discretion in a particular manner or for a
particular result. This Agreement does not, therefore, in any way create a contractual, legal or
equitable obligation of, or commitment by, City to approve the formation of the South CFD
and/or the North CFD,to cause the South CFD or the North CFD to issue bonds, or to construct,
or cause the construction of, any improvements or facilities, including the Improvements.
Nothing contained herein shall be deemed to limit the discretion of City in that regard, and City
shall have no liability to South Owner or North Owner if the South CFD or the North CFD is not
formed, if the special taxes or bonds thereof are not authorized by the qualified electors within
the South CFD or the North CFD or if bonds are not issued by the South CFD or the North CFD.
854782.9 g
10. Miscellaneous.
10.1 Term. This Agreement sha(1 automatically terminate upon the earlier of
(a)the third (3`a) anniversary of the date hereof or(b)within 30 days.after the completion of the
Improvement Work as such completion may be evidenced by, among other things, a Notice of
Completion from the City.
10.2 Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties and their respective successors and assigns; provided, however, that South
Owner shall not have the right to assign its rights or obligations hereunder without the consent of
North Owner, which shall not be unreasonably withheld, delayed or conditioned; provided
further, however, that South Owner may, without the consent of North Owner, hire one or more
third-party contractors to perform all or a portion of the Improvement Work ("Contractor").
North Owner and South Owner acknowledge that City is a party to this Agreement and agree that
as such, City shall have the right to enforce the rights and obligations of North Owner and South
Owner hereunder.
10.3 Notices. Any notice, request, direction, demand, consent, waiver,
approval or other communication required or permitted to be given hereunder shall not be
effective unless it is given in writing and shall be delivered (a)in person, (b)by certified mail,
postage prepaid, return receipt requested, (c)by facsimile, or(d)by a commercial overnight
courier that guarantees ne�day delivery and provides a receipt, and addressed to the parties at
the addresses stated below, or at such other address as either party may hereafter notify the other
in writing as aforementioned:
To North Owner: Palm Desert North 80, LLC
5005 Calle San Raphael, Suite B-1
Palm Springs, California 92264
Attention: Mr. Michael Marix
Facsimile: (760) 778-44I7
With a copy to: Reed Smith LLP
355 South Grand Avenue, Suite 2900
Los Angeles, California 90071
Attention: Thomas L. Harnsberger, Esq.
Facsimile: (213) 457-8080
, To South Owner: Palm Desert Funding Company, LLC
c/o Hover Development Company, Inc.
3 Civic Plaza, Suite 215
Newport Beach, California 92660
Attention: Mr. Tom Hover
Facsimile: (949) 644-7620
854782.9 9
With a copy to: Law Offices of Kent G. Snyder
2212 Dupont Drive, Suite B
Irvine, California 92612
Attention: Kent G. Snyder, Esq.
Facsimile: (949) 833-8209
To City: City of Palm Desert
73510 Fred Waring Drive
Palm Desert, California 92260
Attention: City Manager
Facsimile:
With a copy to: Richards, Watson& Gershon
355 South Crrand Avenue, 40�'Floor
Los Angeles, California 90071-3101
Attention: Owen P. Gross, Esq.
Facsimile: (213) 626-0078
Service of any such notice or other communications so made shall be deemed effective on
the day of actual delivery(whether accepted or refused)as evidenced by confirmed answerback if
by facsimile(provided that if any notice or other communication to be delivered by facsimile is
unable to be transmitted because of a problem affecting the receiving party's facsimile machine,the
deadline for receiving such notice or other communication shall be extended through the next
business day), as shown by the addressee's return receipt if by certified mail, and as confirmed by
the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00
p.m. (local time where received)or on a non business day,then such notice or demand so made
shall be deemed effective on the first business day following the day of actual delivery. No
communications via electronic mail shall be effective to give any notice, request, direction, demand,
consent, waiver, approval or other communications hereunder.
10.4 Interpretation. All section headings are inserted for convenience only and
shall have no effect on the construction or interpretation of this Agreement. The neuter gender
includes the feminine and masculine, and singular numbers include plural numbers. Each party
acknowledges that such party and its counsel, after negotiation and consultation, have reviewed
and revised this Agreement. As such, the terms of this Agreement shall be fairly construed and
the usual rule of construction, to the effect that any ambiguities herein should be resolved against
the drafting party, shall not be employed in the interpretation of this Agreement. The words
"shall" and "will" are interchangeable, each imposing a mandatory obligation on the party to
whom such verb applies. The words"herein," "hereof," "hereunder," "hereby," "this
Agreement" and other similar references shall be construed to mean and include this Agreement
and all amendments and supplements hereto unless the context shall clearly indicate or require
otherwise. Whenever the words "including," "include" or"includes" are used in this Agreement,
they shall be interpreted in a non-exclusive manner. Except as otherwise indicated, all exhibit
and section references in this Agreement shall be deemed to refer to the exhibits of and sections
in this Agreement.
854782.9 10
10.5 Partial Invaliditv. Each and every provision of this Agreement is, and
shall be construed to be, a separate and independent covenant and agreement. If any provision of
this Agreement, or the application thereof, shall to any extent be held to be invalid or
unenforceable, the remainder of this Agreement, or the application of such provision to
circumstances other than those to which it is invalid or unenforceable, shall not be affected
hereby, and each provision of this Agreement shall be valid and shall be enforced to the extent
permitted by law.
10.6 Apulicable Law: Attorne, sy ' Fees. The laws of the State of California
shall govern the interpretation and enforcement of this Agreement. Should a legal action be
brought by a party by reason of a default hereunder or to enforce any provision hereof, the
prevailing party in such action shall be entitled to reasonable attorneys' fees, couR costs, and
other litigation expenses including expenses incurred for preparation and discovery. The
entitlement to recover such fees, costs and expenses shall accrue upon the commencement of the
action regardless of whether the action is prosecuted to final judgment.
10.7 Further Assurances. The parties shall execute and deliver any and all
additional documents and other assurances, and shall do any and all other acts and things,
reasonably necessary to carry out the purposes of, and the intent of the parties under, this
Agreement.
10.8 Modifications. All modifications of, or amendments to, this Agreement
shall be in writing and signed by the parties.
10.9 Prior A�reements. This Agreement contains all of the agreements of the
parties with respect to the transaction contemplated hereby, and no prior agreements, including
that certain Road Improvement Agreement dated October 3, 2005, executed by South Owner and
North Owner(which shall be deemed terminated and of no further force or effect and otherwise
superseded in its entirety by this Agreement), or understandings pertaining to any such
transaction shall be effective for any purpose.
10.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and
all of which, taken together, shall be deemed to be one and the same instrument.
10.11 Arbitration of Disputes. ANY DISPUTE UNDER THIS AGREEMENT
SHALL BE BROUGHT IN RIVERSIDE COUNTY, CALIFOItNIA, AND SHALL BE
DECIDED BY BINDING ARBITRA.TION 1N ACCORDANCE WITH THE ARBITRATION
RULES OF THE JLTDICIAL ARBITRATION AND MEDIATION SERVICES ("JAMS")
BEFORE AN ARBITRATOR SELECTED FROM THE RETIRED JUDGES PANEL OF THE
ARBITRA.TORS OF JAMS. IN ADDITION TO THE JAMS RULES, THE PARTIES AGREE
THAT THIS AGREEMENT SHALL BE SUBJECT TO THE DISCOVERY PROVISIONS OF
THE CALIFORNIA CODE OF CIVII.,PROCEDURE ("CCP"), INCLUDING CCP
SECTION 1283,05. THE FEE PAYABLE TO JAMS TO INITIATE THE ARBITRATION �
SHAI,L BE REMITTED BY THE REQUESTING PARTY;PROVIDED, HOWEVER, THAT
THE COSTS OF ARBITRATION SHALL ULTIMATELY BE BORNE AS DETERNIlNED
BY THE ARBITRATOR. THE PARTIES AGREE THAT THE DETERMINATION OF THE
854782.9 1 1
ARBITRATOR AND AWARD, IF ANY, MAY BE ENTERED WITH ANY COURT HAVING
JURISDICTION AND THE DETERMINATION AND AWARD, IF ANY, MAY THEN BE
ENFORCED AMONG THE PARTIES,WITHOUT FURTHER EVIDENTIARY
PROCEEDINGS, AS IF ENTERED BY A COURT AT TI� CONCLUSION OF A JUDICIAL
PROCEEDING IN WHICH NO APPEAL WAS TAKEN. �
NOTICE: BY IIVITIALiNG IN THE SPACE BELOW THE PARTIES ARE
AGREEING TO HAVE ANY DISPUTE UNDER THIS AGREEMENT DECIDED BY
NEUTRAL ARBITRATION AS PROVIDED BY CALIFOIZIVIA LAW ANll THE PARTIES
ARE GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THE DISPUTE
LITIGATED IN A COURT OR JiJRY TRIAL. BY INITIALING IN THE SPACE BELOW
THE PARTIES ARE GIVING UP THEIR JUDICIAL RIGHTS TO DISCOVERY AND
APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THIS
AGREEMENT. IF A PARTY REFUSE TCJ SUBMIT TO ARBITRATION AFTER
AGREEING TO THIS PROVISION, SUCH PARTY MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY O� THE CCP. THE PARTIES AGREEMENT TO
THIS ARBITRATION PROVISION IS VO�,UNTARY. .
TI�PARTIES HAVE READ AND UNDERSTAND TI�FOREGOING AND AGREE
TO SUBMIT DISPUTES A UNDER T�IIS AGREEMENT TO NEUTRAL ARBITRATION BY
PLACING THEIR II�IITI S HER�;
South North City
wner Owner
[This Space Intentionally Left Blank; Signatures Begin On The Next PageJ
854782.9 12
DEC-22-2005 THU 07;36 AM CORNERSTONE INVESTORS FAX N0, 760 778 4417 P, 11
ARBITRATOR AND AWAR:I�,IF ANY,MAY BE�NT '�ED WITH ANY COURT HAVLNC3
NRISDTCTI4N AND TI�E DE'Y'ERMINATION AND AWARD,IF ANY,MAY THEN BE
ENFQItCED AMONC�TH�PAR't'�ES,WTTHOUT FiJRTHER EVTDENTIARY
PROCEBD�CS �p��i WA����ONCLUSION�F A JUDICIAI-
PROCEED
NO'�ICE: BY TNiTIAL1N�G IN'�H6 SPACE B�LOW THE PARTIES ARB
pGREEING TO HAVE ANY DISPUTE U'NDEYt THI5 AGrREEMENT DECIDEY�aY
�U'Z'RpI.,ARBTTRATION AS PROVIDED BY CALIFORNiA LAW AND TI�PARTI�S
p�GIVING�LJp pNY RiGHTS THEY MIG�T POSSESS TO I�AV'E T�E�Y�'UTE
L1TIGATEA iN A COURT QR 1URY TR1Al,.. BY 1NiTl.A.L1NG!N THB SPAC�BELOW
THE PARTIES ARE GIVING UP TI�1R 7LTDICIAL RIGH'�S TO DISCOYERY ANA
ApPFAL, UNLESS SUCH RiGHT3 AR�SPECIFICALLY 1NCLUDEA 1N TH1S
AGREEMENI', IF A PARTY RE�USE Ta SUBMIT TO ARRITRATION AFTEYt
AGREETNG Td THIS PROVISION,SUCH 1'AR'1'Y MAY BE COMPELL�D TO
AItBITRA'I�UNDER'ri�E AUTHORITY Ol'TI�CCP. T�-]E PARTIES AGREEMENT TO
'�S f1RgITRATION PROVISION IS VOLZJNTARY•
THE PA�TIES HAVE REAT)ANA UNDEI�STAND:i�iE FOR�C�ATN4 ANA AGREE
TO SUBMiT DISPUTES A UNDER'CHIS AGREEI�NT T�N�'�TR��IT�'TION BY
PLACING THEIR INTTI�ALS��:
____�
South Natth City
pyvner Owner
[This Spaca Intentionally Left Hlank; Signatures ReBin dn Th�Next Page]
85a�82.9 12
Facsimile Received on 12/22/2005 7:59:46 AM
ARBITRATOR AND AWARD, IF ANY, MAY BE ENTERED WITH ANY COURT HAVING
JURISDICTION AND THE DETERMINATION AND AWARD, IF ANY, MAY THEN BE
ENFORCED AMONG THE PARTIES, WITH�UT FURTHER EVIDENTIARY
PROCEEDINGS, AS IF ENTERED BY A COURT AT THE CONCLUSION OF A JUDICIAL
PROCEEDING IN WHICH NO APPEAL WAS TAKEN. �
NOTICE: BY 11vITIALING IN THE SPACE BELOW THE PARTIES ARE
AGREEING TO HAVE E1NY DISPUTE UNDER THIS AGREEMENT DECIDED BY
NEUTRAL ARBITR.ATION AS PROVIDED BY CALIFORIVIA LAW AND THE PARTIES
ARE GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THE DISPUTE
LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW
THE PARTIES ARE GIVING UP THEIR JUDICIAL RIGHTS TO DISCOVERY AND
APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THIS
AGREEMENT. IF A PARTY REFUSE TO SUBMIT TO ARBITRATION AFTER
AGREEING TO THIS PROVISION, SUCH PARTY MAY BE COMPELLED TO
ARBITRA.TE UNDER THE AUTHORITY OF TI� CCP. THE PARTIES AGREEMENT TO
THIS ARBITRATION PROVISION IS VOLUNTARY. .
THE PARTIES HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE
TO SUBMIT DISPUTES A UNDER THIS AGREEMENT TO NEUTRAL ARBITRATI�N BY
PLACING THEIR INITIALS HERE:
South North
Owner Owner
[This Space Intentional(y Left Blank; Signatures Begin On The Next Page]
854782.9 12
12/21/2005 17:26 9496447620 HOVER DEVELOPI�ENT PAGE 04/04
IN WiTNESS WHEREOl, the parties hereto have executed this Road TmUroveinent
A�reement as of the d�te f rst written above.
SUU'1�H OWNER� PALM DESERT FUNDING COMPANY,L.P., a Delaware
� limited partnership
By: Palm Desert Funding Company,LLC, a.Delaware
limited liability company, its General Partner
By: Pal�n esert Fundin;Gompany, Inc.,a
Delaw re corporation, its Mana�;er
�
By; �
omas I.Hover, Authorized A�ent
NORT71 OWNER: PALM DESERT NORTH 80,LLC, a California limited
liability comp�ny
By: Cornerstone Desert Properties 1, LLC,a California
liinited liability company, its Mana�er.
By: Marix Family Limited Pnrtnership, a
Delaware limited Partnership, its.Manager
By: Marix Family Trust U/D/T dated as of
October 12,2002, as amended, its
General Partner
By:
Michael S. Marix, Trustee
(Si�natures Continue On The Next Pa;e]
s>a�sz.� 13
Facsimile Received on 12/21/2005 4 :25:03 PM
DEC-22-2005 THU 07:37 RM CORNERSTONE INVESTORS FRX N0, 760 778 4417 P. 12
IAY WI'fNESS WHER�?OF,the partie5 hereto have exacuted this Road Improvement
Agreem�nt as of the datg first writsen above,
S�UTH QW1�R. 1'ALM DBSERT FiTNDTNG COMPANY,L.P.,a Delaware
limited partnership
gy; Palm Dese�c Funding Company,LLC,a Delaware
limited tiabitiry campany,its General Partner
By; pa]m Desert�znding Campany,Inc.,a
Delaware corporatien,its Manager
By:
• Thomas i,Haver,Authorized Agettt
NORTH OWNER: rALM DESBRT NORTH.80,LLC,a Califomia limited
liability company
8y: Comerstotu I3asGtt Propartits T,LLC,a Califomia
limited liability companY,rtg M�B��
gy; Marix Family Limited Partnership,a
Delaware limtted Partnership,its 7Vlaaager
By: Marix Family'[tusc U/D/T dated as of
Ottober 12,2002,as amended,its
C�ener�)Partner
�
/
By:
Mic ae1 .Svlarix, rustee
��f�� ��
�
[Signatures Cotttinue On The Next�age]
854782.9 1�
Facsimile Received on 12/22/2005 �:59:46 AM
[Signatures Continued From The Previous Page]
CITY: CITY OF PALM DESERT, a California municipal
corporation
. By:
Name: Jim er so
Its: Ma o
ATTEST:
City Clerk
APPROVED TO FORM:
City orne
854782.9 14
EXHIBIT A
DEPICTION OF SOUTH PROPERTY
(See Attached)
854782.9 A-1
T
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SEC. 33 !
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�X�lIB1T n�n a
SHEET 1 OF 2 SHEETS :
PLANNIN� ■ DEBI�N A CONSTRUCTION a
PLAT TO ACCOMPANY A LEGAL � '
DFSCRIPTION OF ADJUSTED �
PARCELS 9 AND 15 0� � � � �n-aw H�nr m o
PARCEL MAP 31730 P���`�T,CALIFORNA 94260-4114 a
C�N S U LTI IV G �ao.�as74e� • FAX 760.348.8:f15 • wwwABF.com a
DATE: AUGlJST 2, 2005 JN: 20-100376-04 �
Z
DATA TABLE
NO BEARING/DELTA RADIUS LENGTH
1 N89°54'28"E -- 311 . 19'
2 15'06'33" 1013.00' 267. 13'
3 S15° 12'05"E -- 95.73'
4 S32°Ot '27"E -- 138.08'
5 S37°44'05"E -- 373.26'
6 31' 12' i8" 536.00' 291 .92'
7 S68°56'23"E -- 69.74'
8 48°23'S7" 534.00' 451 .0B'
9 06°12'44" 866.00' 93.89'
10 S41°55'34"E -- 49.31 '
11 S3$°47'30"E -- 498.31 '
12 S46°52' 11"E -- 259.34'
13 14°50'55'� 866.00' 224.43'
14 43°08'03" 434.00' 326.73'
15 62° 16' 13" 50.Oa' 54.34'
16 36°52'42" 484.00' 311 _53'
17 07°32'48" 1266.00' 166.75'
18 S42° 13'00"E -- 186. 14'
19 07°05'33" 1066.00' 131 .96'
20 S25°O1 'S6"E -- 74.98'
21 S31°06'49"E -- 61 .06'
22 27°47'21" 154.00' 74.69'
23 S58°54' 10"E -- 106.28'
24 S53° 16'24"E -- 182. 10'
25 36°53'30" 600.00' 386.33'
26 S00°09'S4"E -- 206,89' E
27 N45°OS'22"W -- 32.55'
zs sa9°5� ' �2��w -- so.ao' �
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PLANNIND ■ DE91GN ■ CON9TALJCT101J `
PLAT T4 ACCOMPANY A LEGAL ; �
DESCRtPT10N OF ADJUSTEQ o
PARCELS 9 AND 15 OF � � � �4-awr�warm N
PALM DESERT.CALFOFiNIA 9226o-4tt4 i
PARCEL MAP 31730 C O N S U LTI IY G ��o.�as.��a� • FNC 760.946.8315 - ,w,,,,�.ro,,, Q
DATE: AUGUST 2, 2005 JN: 20-100376-04 �
z
EXHIBIT B
LEGAL DESCRIPTION OF SOUTH PROPERTY
THAT CERTAIN PORTION OF LAND SITUATED IN THE CITY OF PALM DESERT,
BEING ALL OF PARCEL 9 OF PARCEL MAP NO. 31730, FILED IN BOOK 211 PAGES 63
THROUGH 75, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORTTIA;
TOGETHER WITH ALL OF THAT LAND DESCRIBED IN A GRANT DEED TO THE
PAI.,M DESERT REDEVELOPMENT AGENCY RECORDED DECEMBER 9, 2002 AS
INSTRUMENT NO. 02-734132 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORIVIA;
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PORTION OF LAND:
THAT CERTAIN P�RTION OF LAND SITUATED IN THE CITY OF PALM DESERT,
BE1NG PORTIONS OF PARCELS 1, 2, 3 AND 5 AND ALL OF PARCEL 4 OF
CERTIFICATE OF COMPLIANCE FOR PARCEL MAP WAIVER, P.M.W. NO. 99-11,
RECORDED JANUARY 4, 2000 AS INSTRUMENT NO. 00-002896 OF OFFICIAL
RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMl��NCING AT THE CENTERLINE INTERSECTION OF FRANK SINATRA DRIVE
AND PORTOLA AVENUE, BEING THE SOUTFiWEST CORNER OF SECTION 33,
TOWNSHII'4 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN;
THENCE NORTH 00°OS'32" WEST 3664.39 FEET ALONG TT�CENTERLINE OF
PORTOLA AVENUE, SAID LINE ALSO BE1NG THE WEST LINE OF SAID SECTION 33,
TO THE TRUE POINT OF BEGINNfNG; THENCE LEAVING SAID CENTERLINE AND
WEST LINE NORTH 89°54'28"EAST 311.19 FEET TO THE BEGINIVING OF A TANGENT
CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 1013 FEET; THENCE
ALONG SAID CURVE EASTERLY 267.13 FEET THROUGH A CENTRAL ANGLE OF
15°06'33"; THENCE RADIALLY FROM SAID CURVE SOUTH 15°12'OS" EAST 95.73
FEET; THENCE SOUTH 32°O1'27"EAST 138.08 FEET; THENCE SOUTH 37°44'OS"EAST
373.26 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 536 FEET; THENCE ALONG SAID
CURVE SOUTHEASTERLY 291.92 FEET THROUGH A CENTRAL ANGLE OF 31°12'18";
THENCE TANGENT FROM SAID CURVE SOUTH 68°56'23" EAST 69.74 FEET TO A
POINT ON A NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A
RADNS OF 534 FEET, A RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS
NORTH 80°00'S6"EAST; THENCE ALONG SAID CURVE SOI7THEASTERLY 451.08
FEET THROUGH A CENTRAL ANGLE OF 48°23'S7" TO A POINT OF REVERSE
CURVATURE WITH A CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADNS OF 866 FEET, A RADIAL LINE OF SAID CURVE FROM SAID PO1NT BEARS "
SOUTH 31°36'S9" WEST; THENCE ALONG SAID CURVE SOUTHEASTERLY 93.89
FEET THROUGH A CENTRAL ANGLE OF 06°12'44"; THENCE NON-TANGENT FROM
SAID CURVE SOUTH 41°55'34" EAST 49.31 FEET; THENCE SOUTH 38°47'30" EAST
854782.9 B-1
498.31 FEET; THENCE SOUTH 46°52'11" EAST 259.34 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADNS OF 866
FEET; THENCE ALONG SAID CURVE SOUTHEASTERLY 224.43 FEET THROUGH A
CENTRAL ANGLE OF 14°50'S5" TO A POINT OF REVERSE CURVATURE WITH A
CURVE CONCAVE NORTHEASTERLY AND HAVING A RADNS OF 434 FEET, A
RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS NORTH 57°58'44" EAST;
THENCE ALONG SAID CURVE SOUTHEASTERLY 326.73 FEET THROUGH A
CENTRAL ANGLE OF 43°08'03" TO A PO1NT OF REVERSE CURVATURE WITH A
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADNS OF 50 FEET, A
RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS SOUTH 14°50'41" WEST;
THENCE ALONG SAID CURVE SOUTHEASTERLY 54.34 FEET THROUGH A CENTRAL
ANGLE OF 62°16'13" TO A POINT OF REVERSE CURV�4TURE WITH A CURVE
CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 484 FEET, A RADIAL LINE
OF SAID CURVE FROM SAID POINT BEARS NORTH 77°06'S4" EAST; THENCE ALONG
SAID CURVE SOUTHEASTERLY 311,53 FEET THROUGH CENTRAL ANGLE OF
- 36°52'42" TO A POINT OF REVERSE CURVATURE WITH A CURVE CONCAVE
SOUTHWESTERLY ANU HAVING A RADNS OF 1266 FEET, A RADIAL LINE OF SAID
CURVE FROM SAID POINT BEARS SOUTH 40°14'12" WEST; TI-�NCE ALONG SAID
CURVE SOUTHEASTERLY 166.75 FEET THROUGH A CENTRAL ANGLE OF 07°32'48";
THENCE TANGENT FROM SAID CURVE SOUTH 42°13'00"EAST 186.14 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADNS OF 1066 FEET; THENCE ALONG SAID CURVE SOUTHEASTERLY 131.96 FEET
THROUGH A CENTRAL ANGLE OF 07°OS'33", THENCE NON-TANGENT FROM SAID
CURVE SOUTH 25°O1'S5 EAST 74.98 FEET; THENCE SOUTH 31°06'49" EAST 61.06
FEET TO THE BEGIN1vING OF A TANGENT CURVE CONCAVE NORTHEASTERLY
AND HAVING A RADNS OF 154 FEET; THENCE ALONG SAID CURVE
SOUTHEASTERLY 74.69 FEET THROUGH A CENTRAL ANGLE OF 27°47'21" THENCE
TANGENT FROM SAID CURVE SOUTH 58°54'10" EAST 106.28 FEET; T'HENCE SOUTH
53°16'24" EAST 182.10 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADNS OF 600 FEET, A RADIAL LINE SAID
CURVE FROM SAID POINT BEARS SOUTH 53°16'24"EAST, SAIL POINT ALSO BEING
ON THE CENTERLINE OF COLLEGE DRIVE AS SHOWN ON AFOREMENTIONED
PARCEL MAP 31730; THENCE ALONG SAID CENTERLINE OF COLLEGE DRIVE
THROUGH THE FOLLOWING COURSES: SOUTI�RLY ALONG LAST SAID CURVE,
386.33 FEET THROUGH A CENTRAL ANGLE OF 36°53'30"; THENCE TANGENT FROM
SAID CURVE, SOUTH 00°09'S4" EAST 296.89 FEET TO A POINT ON A LINE BEING
PARALLEL WITH AND 50 FEET NORTHERLY FROM THE CENTERLTNE OF SAID
FRANK SINATRA DRIVE; THENCE LEAVING SAID CENTERLINE OF COLLEGE
DRIVE, ALONG SAID PARALLEL LINE SOUTH 89°50'06" WEST 3132.42 FEET;
THENCE LEAVING SAID PARALLEL LINE, NORTH 45°08'22" WEST 32.55 FEET TO A
POINT ON THE EASTERLY RIGHT(S) OF WAY LINE OF PORTOLA AVENUE, SAID
LINE BE1NG PARALLEL WITH AND 50 FEET EASTERLY FROM THE CENTERLINE OF
SAID PORTOLA AVENUE; THENCE ALONG SAID PARALLEL LINE NORTH 00°OS'32" .
WEST 2591.58 FEET TO THE EAST-WEST QUARTER SECTION LINE OF SAID SECTION
33; THENCE LEAVING SAID PARALLEL LINE SOUTH 89°51'12" WEST 50 FEET
ALONG SAID QUARTER SECTION LINE TO THE WEST QUARTER CORNER OF SAID
854782.9 B-2
SECTION 33, SAID POINT ALSO BE1NG ON THE CENTERLINE OF SAID PORTOLA
AVENUE; THENCE ALONG SAID WEST LINE OF SECTION 33 AND SAID
CENTERLINE OF PORTOLA AVENUE, NORTH 00°OS'32" WEST 999,77 FEET TO THE
POINT OF BEGINNING.
SAID PROPERTY IS ALSO SHOWN AND SET FORTH AS EXEIIBIT A, 1N THAT
CERTAIN CERTIFICATE OF COMPLIANCE NO. OS-01, RECORDED AUGUST 24, 2005
AS INSTRUMENT NO. OS-696754 OF OFFICIAL RECORDS.
PARCEL 15 OF PARCEL MAP NO. 31730, AS SHOWN BY MAP ON FILE 1N BOOK 211
PAGES 63 THROUGH 75, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORIVIA.
854782.9 B-3
EXHIBIT C
DEPICTION OF NORTH PROPERTY
(See Attached)
854782.9 ' C-1
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EXHIBIT D
LEGAL DESCRIPTION OF NORTH PROPERTY
The land refened to herein is situated in the State of California, County of Riverside, City of
PALM DESERT, described as follows:
PARCEL B:
IN THE CITY OF PALM DESERT, COLTNTY OF RIVERSIDE, STATE OF CALIFORNIA,
BEING A PORTION OF PARCEL 6 OF PARCEL MAP WAIVER 01-28, CERTIFICATE OF
COMPLIANCE RECORDED SEPTEMBER 7, 2001 AS INSTRLTMENT NO. 01-435770 OF
OFFICIAL RECORDS, ALSO BEING IN TI-� SOUTH HALF OF SECTION 28 AND THE
NORTH HALF OF SECTION 33, TOWNSHIP 4 SOUTH, RANGE 6 EAST, SAN
BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
CONIlV�NCING AT THE NORTHWEST CORNER OF SAID PARCEL 6, SAID CORNER
ALSO BEING'TI�WEST QUARTER CORNER OF SAID SECTION 28; THENCE SOUTH
00°16'S9" EAST ALONG THE WESTERLY LINE OF THE SOUTHWEST QUARTER OF
SAID SECTION 28, A DISTANCE OF 1576.95 FEET TO THE TRLTE POINT OF
BEGINNING; THENCE NORTH 89°43'O1"EAST, A DISTANCE OF 680.87 FEET TO THE
BEGINNING OF A 564 FOOT TANGENT CURVE, CONCAVE TO THE SOUTH; THENCE
EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 35°44'37", AN
ARC DISTANCE OF 351.85 FEET; THENCE TANGENT TO SAID CURVE, SOUTH
54°32'22" EAST, A DISTANCE OF 778.97 FEET; THENCE SOUTH, A DISTANCE OF
437.37 FEET; TI�NCE SOUTH 47°20'S5" WEST, A DISTANCE OF 33.95 FEET; THENCE
NORTH 89°56'08" EAST, A DISTANCE OF 122 FEET; THENCE NORTH 47°25'23" WEST
A DISTANCE OF 33.99 FEET; THENCE NORTH, A DISTANCE OF 445.70 FEET TO THE
BEGINNING OF A 264 FOOT TANGENT CURVE, CONCAVE TO THE EAST;THENCE
NORTHERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 35°27'38", AN
ARC DISTANCE OF 163.39 FEET; THENCE TANGENT TO SAID CURVE, NORTH
35°27'38"EAST, A DISTANCE OF 161.17 FEET; THENCE NORTH 80°27'38" EAST, A
DISTANCE OF 35.36 FEET; THENCE SOUTH 54°32'22" EAST, A DISTANCE OF 162
FEET; THENCE SOUTH 56°26'S5" EAST, A DISTANCE OF 360.20 FEE'�; THENCE
ALONG A LINE PARALLEL OR CONCENTRIC WITH AND 72 FEET SOUTHWESTERLY
AND WESTERLY(MEASURED PERPENDICULAR TO OR RADIALLY) OF THE
SOUTHWESTERLY AND WESTERLY LINE OF PARCEL 5 OF SAID PARCEL MAP
WAIVER 01-28, THE FOLLOWING 3 COURSES:
1. SOUTH 54°32'22" EAST A DISTANCE OF 2149.72 FEET TO THE BEGINl�TING OF
A 264 FOOT TANGENT CURVE, CONCAVE TO THE SOUTIIWEST;
854782.9 D-1
2. THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 63°49'20" AN ARC DISTANCE OF 294.07 FEET TO TI-�BEGINNING OF A
1682 FOOT REVERSE CURVE, CONCAVE TO THE EAST, A RADIAL TO SAID
BEGINNING BEARS NORTH 80°43'02" WEST;
3. THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE
OF 12°59'30", AN ARC DISTANCE OF 38I.39 FEET, TO THE BEGINNING OF A 264
FOOT REVERSE CURVE, CONCAVE TO THE NORTHWEST A RADIAL TO SAID
BEGINNING BEARS NORTH 86°17'28" EAST, SAID BEGINNING ALSO BEING ON T'HE
WESTERLY LINE OF TECHNOLOGY DRIVE RIGHT OF WAY DESCRIBED IN
DOCUMENT NO. 00-519849 RECORDED DECEMBER 29, 2000 OF OFFICIAL RECORDS;
THENCE SOUTHWESTERLY ALONG SAID CURVE AND SAID WESTERLY LINE,
THROUGH A CENTRAL ANGLE OF 83°20'31", AN ARC DISTANCE OF 384.01 FEET, TO
THE BEGINNING OF A 336 FOOT REVERSE CURVE, CONCAVE TO THE SOUTHEAST
A RADIAL TO SAID BEGINNING BEARS NORTH 10°22'O l" WEST; THENCE �
SOUTHWESTERLY ALONG SAID CURVE AND CONTINUING ALONG SAID
WESTERLY LINE, THROUGH A CENTRAL ANGLE OF 56°50'25" AN ARC DISTANCE
OF 333.33 FEET; THENCE TANGENT TO SAID CURVE AND ALONG SAID WESTERLY
LINE, SOUTH 22°47'34", A DISTANCE OF 117.79 FEET TO A POINT ON THE
NORTHEASTERLY LINE OF GERALD FORD DRIVE, 110 FEET WIDE, AS DESCRIBED
IN INSTRUMENT NO. 238527, RECORDED JULY 8, 1997 OF OFFICIAL RECORDS, AND
TO THE BEGINNING OF A 945 FOOT NON-TANGENT CURVE CONCAVE TO THE
NORT'HEAST A RADIAL TO SAID BEGINNING BEARS SOUTH 24°58'33" WEST.
THE FOLLOWING 7 COURSES ARE ALONG THE NORTHEASTERLY AND
NOR'TI�RLY LINES OF GERALD FORD DRIVE:
1. THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 67°17'S6" AN ARC DISTANCE OF 1109.98 FEET TO T'HE BEGINNING OF A
1055 FOOT REVERSE CURVE, CONCAVE TO THE SOUTHWEST A RADIAL TO SAID
BEGINNINGBEARS SOUTH 87°43'31" EAST;
2. THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 92°20'21", AN ARC DISTANCE OF 1700.26 FEET;
3. THENCE TANGENT TO SAID CURVE, SOUTH 89°56'08" WEST, A DISTANCE OF
1615.27 FEET;
4. THENCE NORTH 85°06'40" WEST, A DISTANCE OF 150.56 FEET;
5. THENCE SOUTH 89°56'08" WEST, A DISTANCE OF 200 FEET;
6. THENCE NORTH 45°10'31" WEST, A DISTANCE OF 32.46 FEET;
7. THENCE SOUTH 89°43'0]" WEST, A DISTANCE OF 23 FEET TO A POINT ON A
LINE PARALLEL WITH AND 39 FEET EASTERLY OF THE WESTERLY LINE OF THE
SOUT�IWEST QUARTER OF SAID SECTION 28; THENCE SOUTH 00°16'S9" EAST
ss4�s2.9 D-2
ALONG SAID PARALLEL LINE, A DISTANCE OF 90.82 FEET TO A POINT OF
INTERSECTION OF THE NORTHERLY LINE OF THE NORTHWEST QUARTER OF SAID
SECTION 33, AND A LINE PARALLEL WITH AND 39 FEET EASTERLY OF THE
WESTERLY LINE OF SAID NORTHWEST QUARTER; THENCE SOUTH 00°OS'38" EAST
ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 329.01 FEET TO A POINT ON A
LINE PA.RALLEL WITH AND 329.01 FEET SOUTHERLY OF SAID NORTHERLY LINE
OF SAID NORTHWEST QUARTER; THENCE SOUTH 89°56"08" WEST ALONG LAST
SAID PARALLEL LINE, A DISTANCE OF 39 FEET TO A PO1NT ON SAID WESTERLY
LINE OF THE NORTHWEST QUARTER; THENCE NORTH 00°OS'38" WEST ALONG
SAID WESTERLY LINE TO THE SOUTHWEST CORNER OF SAID SECTION 28, A
DISTANCE OF 329.01 FEET; THENCE NORTH 00°16'S9" WEST ALONG THE
WESTERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 28, A
DISTANCE OF 1084.36 FEET TO THE TRLTE POINT OF BEGINNING.
End of Legal Description �
854782.9 D-3
EXHIBIT E
COST ESTIlVIATE
(See Attached)
8547829 E-1
' � 1'0(03/2005 17:19 9496447620 HOVER DEVELOPMENT PAGE 13I15
ESTIMATE FOR NORTH UMVERSITY PARK-COST AREA "B"
PROJE:CT: TENTATIVE PARCEL#30042
JN: 2�-100551 PREPARED BY: SD DA7E 09l2B/OS
North Side of Gerald Ford �
DESCR�TION COST
UI'IC117FES SO
EAR1'fi�AIOItIC SO
STRECT IMPROVEMENI'3 5660,380
STORM DRAA1 SO
SELVER SYSTEM SD
WATER SYSTEM SO
LANDSCAPING 560,000
1RAFFIC SIGNAIS 5230,OOD
• CI7'Sf FEES 547,519
CONSULTAIJTS S142,557
CONTAIOENC�S(0) SO
PR&VAII,ING WAGE(IS%) 99,057
GENERAL CONTRACTOR FEE(l5'/) 185.9�7
MANAGEIv�N'P FEE(0°6) o
BOND FEE(1.5%) 21,3 Bz
• TOTAL DEVELOPMENT COST 51,446,a21
�01'E Nocantingencyincludcd
Nn management fee iacluded
Lpndacape is medfaa only
roge i
Received at RWG Law: 10/3/2005 5:20:32 PM
' , � 1"Q/09/2005 17:19 9496447620 HOVER DEVE�OPMENT PAGE 14/25
• DESCFtIP'i'ION UlVIT QUANTITY UNITPAICE . 2'OTALCOST
STREET IMPROVEb1LNTS
GBlL1 LD FORD DRIYE(i/1 STREE��FROM T,ECHIVOLOGYAIPJVE TO JY181ROPLEX
ROUGti Gl2ADING(l.5'CUT) CY � 4,Q00 I5.00 60,400
F1b1E GRAL7E • SF 7i,000 0.20 14,200
8"CURD&OUTIER LF 3,140 $15.00 47,100
a°cuRs � z,�so a�s.00 ai,zso
S'5ID&WALK SF I2,200 52.95 33,550
S]GN1NG AND STRIPINO I.S 1 10,000.00 10,000
PEDESTRIANRAA9�S EA i 51,200.00 i,200
S"AC OVER 10"BASE SF 71,000 S2.3D 163,300
2,5"AC QVER NATIVE SF 0 51.10 0
SAW C[Tf lF 2,500 54.00 1D,D00
CD NO.t-RCf�CBcWCD EA 1 8,000.00 S,OQO
LACAI.DEPItFSS[ON EA 1 200.00 200
1 S"FIDPE PJPE LF 40 50.00 2,000
RII'RAP � CY !0 70.00 700
BASIIV GRADING CY 3,000 15.00 43,000
GERALDFOIillSUB1'OTAL S436,500
GLRi1LD FORD DRINE(1!I STRLE7�FiROMMETROPLE1fCT0 POR7'OLA AYENUE
ROUGH GRADINO(1.S CU'f) CY 1,800 15.00 27,000
i�[NEGRADB SF 32,1]0 0,20 6.422
8"CURB!�C GU1"I'ER LF 1,440 S f 3.00 19,370
8"CURB LF 1,260 513.00 16,380
8'SIDCWALK SF 0 S2-7s 0
PEDESTRIAN RAMPS EA I 51,200.00 1,200
SIGMNGAND S77t8IN(3 LS 1 4,000.00 4,000
5"AC OVER 10"BASE 5F 32,I10 Sz.25 72,24A
2.5"AC OVER NAITVE SF 0 51.10 0
SAW CUT ' LP 3,340 S4A0 21,360
CD NO.1-RCFC&WCD EA 1 8.000.00 8,000
LOCAL DEl'RESSION EA l 200.OD 2f)0
l8"HDPE PIPE LF 40 SO,OD 2,000
RIPIiAP CY !0 70.00 700
DASIN GRADIN(3 CY 3,000 15.00 45,000
CERALD FORD SUfiTOTAL 5223,88U
Pagc 2
Received at RWG Law: 10/3/2005 5:20:32 PM
' .' ' 1�/03/2005 17:19 9496447620 HOVER DEVELOPMENT PAGE 15115
LAN�CAPING
MEDIANI.ANDSCAPINO SP ]4,000 56.00 60,000
S60,000
TRAFFIC SI(3NA1S
GERALD FORD&PAC1F[C AYE L5 0.5 180,400.00 90,000
GERAI,D FORD 8a TECFWOLOOY DR LS 0.5 1SO,OOO.QO 90,000
GERALD FO}2D&PORTOLA LS 0.25 5200,OOD.OQ 50,000
5:30,000
CTIY F&ES
STREfiT IIvIP.PLAN CHECK FEES LS 950,380 2.00� 19,OOS
STREET fl�.INSPECI70N FEE LS 950,380 3.00"/0 28,5 i 1
SEVVER IMP.PLAN CI-IECK FEES lS 0 2.00'ib 0'
SEWER iMP.INSPSC['ION FEE IS 0 3.00% 0
WATER IMP.PL,APi CI$CK FEES LS D 2.00Yo ' 0
WATER IMP.INSPECITON FEE CS 0 3.60°ib 0
JOWTUTII.1'i'YTRENCHPERMI'PFEE I.S 0 2.00% 0
SUBTOTAL. Sd7,5I9
CONSULTqNf FfES
ENGIIJEERINGlSURVEY % 950,380 15% 142,557
SUBTOTAL St42,557
CON'lTNGENCY
lOY�o OF CONS7RUGTIONCOSTS 1,]40,455 • 0
CONTINGENCY SUBTOTAL SO
Page 3
Received at RWG Law: 10/3/2005 5:20:32 PM
EXHIBIT F
LICENSE
� TEMPORARY ACCESS AND CONSTRUCTION LICENSE
THIS TEMPORARY ACCESS AND CONSTRUCTION LICENSE(this"License") is
entered into as of , 2005, by and between PALM DESERT FUNDING
COMPANY, L.P., a Delawaze limited partnership ("South Owner"), and PALM DESERT
NORTH 80,LLC, a California limited liability company("North Owner"), with respect to the
following:
RECITALS:
A. South Owner and North Owner entered into that certain Road Improvement
Agreement dated as of ,with the City of Palm Desert, a California
municipal corporation(the "RTA"). Initially capitalized words or terms used but not defined in
this License shall have the meanings assigned to such words or terms in the RIA.
B. South Owner and North Owner agreed to execute this License pursuant to
Sections 2.11 and 3.5, respectively, of the RIA, in order to provide South Owner with access to
the North Property for the purpose of constructing the North Improvements.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, South
Owner and North Owner agree as follows:
1. Grant. North Owner grants a non-exclusive license(the"Grant")to South
Owner for use by South Owner and Contractor and their respective employees, agents and
representatives (collectively, the "South Owner Parties")to enter onto and upon the North
Property for the construction of the North Improvements and associated activities.
2. Restrictions. South Owner shall not use, or permit the use of, the North Property
except in accordance with the terms and conditions of this License. The South Owner Parties
accessing the North Property and constructing the North Improvements shall do so at their own
risk,
3. Com liance. South Owner acknowledges and agrees that all aspects of the access
to the North Property and construction of the North Improvements must be carried out in a
manner that does not pose or create a potential danger to the North Property, and is otherwise in �
accordance with the Permits and the Improvement Plans for the North Improvements.
854782.9 F-1
4. Status of North Improvements. South Owner acknowledges that North Owner
may periodicaIly inspect the North Improvements to determine that they are being constructed in
accordance with Section 3. Furthermore, in order to provide North Owner with adequate
information regarding the status of the North Improvements, South Owner shall deliver to North
Owner, upon North Owner's request (but not more often than once every sixty(60)days), a
report detailing the status of the North Improvements.
5. Commencement. Notwithstanding anything in this License to the contrary, the
construction of the North Improvements shall not commence unless and until North Owner has
received(a) a copy of the Permits and the Improvement Plans for the North Improvements and
(b) at least one seven (7) days advance notice thereof from South Owner.
6. No Partnershin. Nothing contained in this License shall be deemed or construed
to create a partnership, tenancy in common,joint tenancy,joint employer liability,joint venture
or co-ownership between North Owner and South Owner. North Owner shall have no
responsibility or liability in connection with South Owner's rights and obligations with respect to
the North Property and/or the North Improvements. Subject to its compliance with the terms and
conditions of this License, South Owner shall be free to determine its own policies and practices
in the conduct of its business and activities concerning access to the North Property and
construction of the North Improvements.
7. In General. South Owner shall take any action necessary to protect the North
Property from any damage or injury in connection with its access to the North Property and/or
construction of the North Improvements. Upon commencement of the North Improvements,
South Owner shall be responsible for maintaining the North Property in a safe and non-
hazardous condition. If this License expires or is terminated prior to completion of the North
Improvements, South Owner shall, upon North Owner's request, perform, or cause to be
performed, all repairs and restoration of the North Property, including the removal of debris and
excess soil, required to restore the North Property to at least as good a condition as existed prior
to South Owner the Access, excluding any completed portion of the North Improvements that are
intended by the Improvement Plans for the North Improvements to be pennanent.
8. Liens. South Owner shall not suffer or permit to be enforced against the North
Property any liens of inechanics, materialmen, contractors or subcontractors or any claim for
damage arising from the North Improvements, and South Owner shall (a) pay, or cause to be
paid, all such liens or claims before any action is brought to enforce the same against the North
Property; and (b) indemnify, defend (with counsel reasonably satisfactory to North Owner)and
hold North Owner and the North Property free and harmless from all liability for any and all
such liens and claims. Notwithstanding the foregoing, if South Owner shall in good faith contest
the validity of any such lien or claim, then South Owner shall defend itself and North Owner
against the same and shall pay and satisfy any adverse judgment that may be rendered thereon
before any enforcement thereof against North Owner or the North Property. In such event, and if
North Owner shall so require, South Owner shall procure and record or furnish to North Owner a
surety bond in accordance with California Civil Code Section 3143, or other acceptable security �
satisfactory to North Owner in an amount at least equal to 150% of such contested lien or claim,
indemnifying North Owner against liability for the same, and holding the North Property free
from the effect of any such lien or claim. North Owner reserves the right, at any time and from
854782.9 F-2
time to time, to post and maintain on the North Property such notices of non-responsibility as
may be necessary to protect North Owner against liability for all such liens and claims.
Notwithstanding the foregoing, South Owner shall not be obligated to comply with the
requirements of this Section 8 in the event the North Improvements are not paid for as required
by the RIA.
9. North Owner Performance. The failure by South Owner to (a) perform any
obligation under this License, or(b) comply with any other term or condition applicable to South
Owner under this License, and the expiration of thirty(30) days after notice of such failure from
North Owner to South Owner shall constitute a default by South Owner under this License;
provided, however, that if such failure cannot reasonably be cured within such thirty(30) day
period but is capable, with reasonable diligence, of being cured within a total of ninety(90)days,
South Owner shall have an additional sixty(60) days in which to effect such cure provided that
South Owner commences to cure such failure within the initial thirty(30) day period, at all times
diligently pursues the cure to completion, and in fact completes such cure within the subsequent
sixty(60) day period. In the event South Owner shall be so in default under this License, North
Owner shall be entitled, but shall not be obligated, to perform such obligation or comply with
such term or condition on behalf of South Owner.
10. Termination. The License shall, at North Owner's option, terminate immediately
upon the first to occur of any one of the following events for any reason whatsoever: (a)the
expiration or termination of the RIA; or(b)if South Owner shall be in default under this License.
11. Remedies. South Owner acknowledges that this License is solely an agreement in
the nature of a license and that South Owner has no rights as an owner, purchaser or tenant of the
North Property by virtue hereof. In the event of the termination hereof due to a default
hereunder by South Owner, North Owner may re-enter and take exclusive possession of the
North Property and remove all persons or things therefrom without legal process, to the
maximum extent permitted by law, or by such legal process as North Owner may deem
appropriate. North Owner may also seek any other remedy available at law or in equity,
including a suit for damages for any breach or noncompliance herewith (including failure to
complete any work commenced and costs to repair and/or replace any defective work and/or
work not performed in compliance with the Improvement Plans). All remedies provided herein,
by law or in equity shall be cumulative and not exclusive. No termination hereof due to a default
hereunder by South Owner shall relieve South Owner of its obligation to perform its obligations
h�reunder prior to such termination.
12. Suspension. If North Owner determines, in its reasonable discretion, that
(a) South Owner or the South Owner Parties are not constructing the North Improvements in
accordance with the terms and conditions of this License or the RIA, or(b)the North
Improvements could create, or have created, a hazardous condition or, except as otherwise
contemplated by this License or the RIA, could have, or have had, an adverse effect upon the
North Property, then North Owner may give oral or written notice to South Owner or the South
Owner Parties to suspend the construction of the North Improvements. Upon receipt of any such �
notice, South Owner and the South Owner Parties shall immediately suspend the construction of
the North Improvements. If such notice is given orally, it shall be followed by written notice as
soon thereafter as is reasonably possible. Upon any such suspension, South Owner and North
854782.9 F-3
Owner shall use good faith efforts to agree upon reasonable measures that can be taken so that
the construction of the North Improvements can be recommenced. In the event North Owner and
South Owner cannot agree within fifteen (I S)business days following South Owner's receipt of
the suspension notice on such measures, North Owner may, but shall not be obligated to,take
measures to address the issue as provided in Section 12.
13. As-Built Plans. Within thirty(30) days after the termination or expiration of this
License, South Owner shall provide to North Owner(a)"as-built"plans of the North
Improvements completed as of the date thereof and (b)to the extent not previously received by
North Owner, geotechnical reports, compaction reports and other written materials prepared in
connection with obtaining the Permits for the North Improvements.
14. Release. South Owner acknowledges and agrees that South Owner is accepting
the License on an "as is," "where is" and"with all faults" basis, subject to any condition that
may exist on the North Property, without any representation or warranty by North Owner. South
Owner assumes the risk that certain conditions may exist on the North Property and releases
North Owner of and from any and all claims, actions, demands, rights, damages, costs or
expenses that might arise out of or in connection with any such condition of the North Property.
South Owner acknowledges and agrees that(a) South Owner shall be solely responsible for
determining the condition of the North Property, including environmental conditions,
environmental regulations, zoning classifications, building regulations and other governmental
requirements and (b) South Owner is relying solely upon South Owner's inspection, examination
and evaluation of the North Property.
15. Incorporation. The terms and conditions of the RIA, to the extent the same do not
conflict with the terms and conditions hereof, are, by this reference, incorporated into, and made
a part of, this License.
[This Space Intentionally Left Blank; Signatures Begin On The Next Page]
854782.9 F-4
IN WITNESS WI�REOF, the parties have'executed this Temporary Access and
Construction License as of the date first above written..
SOUTH�WNER: PALM DESERT FUNDING COMPANY, L.P., a Delaware
limited partnership
By: Palm Desert Funding Company,LLC, a Delaware
limited liability company, its General Partner
By: Palm Desert Funding Company,Inc., a
Delaware corporation, its Manager
By:
Thomas I. Hover, Authorized Agent
NORTH OWNER: PALM DESERT NORTH 80, LLC, a California limited
liability company
By: Cornerstone Desert Properties I,LLC, a California
limited liability company, its Manager.
By: Mazix Family Limited Partnership, a
Delaware limited Partnership, its Manager
By; Mazix Family Trust U/D!T dated as of
October 12,2002, as amended, its
General Partner
By:
Michael S. Marix, Trustee
854782.9 F-5
EXHIBIT G
OFFER
RECORDING REQUESTED BY
AND WI�N RECORDED MAIL TO:
City of Palm Desert
73510 Fred Waring Drive
Palm Desert, California 92260
Attention: City Ma.nager
APN:
[Space Above For Recorder's Use Only]
Exempt from recording fees pursuant to
California Government Code Section 6103
IRREVOCABLE OFFER OF DEDICATION
THIS I[ZREVOCABLE OFFER OF DEDICATION(this"AgreemenY') is entered into as
of , 2005, by PALM DESERT NORTH 80,LLC, a California limited liability
company("Owner"), in favor of the CITY OF PALM DESERT, a California municipal
corporation("City"), with respect to the following:
RECITALS:
A. Owner is the fee owner of certain real property located in Palm Desert, California,
and more particularly described in Exhibit A attached hereto(the"Property").
B. Owner, City and Palm Desert Funding Company, LP, a Delaware limited
partnership ("PDFC"), entered into that certain Road Improvement Agreement dated as of
(the"RIA"). '
C. Pursuant to Section 3.1 of the RIA, Owner is required to offer to dedicate a
portion of the Property to City for right of way purposes in order to widen and otherwise
improve the north side of Gerald Ford Drive along the portion thereofthat is contiguous with the
Property.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and other good and .
valuable consideration, the receipt and suf�iciency ofwhich are hereby acknowledged, Owner
agrees as follows:
854782.9 G-1
1. Offer. Owner hereby makes an irrevocable offer(the"Offer")to dedicate to City
for right of way purposes the portion of the Property more particularly described in Exhibit B
attached hereto (the"Right of Way").
2. Term. The term of the Offer(the"Term") shall commence on the date that this
Agreement is recorded in the Official Records ofRiverside County, California(the
"Commencement Date"), and shall expire on the date that is three(3)years after the
Commencement Date(the"Expiration Date"). The Offer is irrevocable by Owner until the
Expiration Date.
3. Acce tance. City may accept the Offer at any time prior to the Expiration Date
by adoption of a resolution of the City Council of City accepting the dedication of the Right of
Way (the"Resolution of Acceptance"). The Resolution of Acceptance will authorize City to
execute an instrument in substantially the form attached hereto as Exhibit C, accepting the Offer
(the"Acceptance").
4. Covenants. Owner covenants, for itself and its successor and assigns, as follows:
4.1 Removal of Liens. To remove, at Owner's sole cost and expense, all
matters affecting title to the Right of Way that City reasonably determines could divest it of title
to, or otherwise interfere with the proposed use of, the Right of Way after the Acceptance(the
"Ezceptions"). Any such removal shall be performed in accordance with the following:
4.1.1 Owner shall provide City with a preliminary report for the Right of
Way issued by a reputable title insurance company dated within sixty(60) days of the
Commencement Date(the"Preliminary Report").
4.1.2 City shall notify Owner of the exceptions described in the
Preliminary Report that constitute Exceptions.
4.1.3 Owner shall remove the Exceptions within one hundred twenty
(120) days after its receipt of such notice from City.
4.2 Im rovements. To permit PDFC to construct, and to pay all costs and
expenses incurred in connection with the design and construction of, the"North Improvements"
(as defined in the RIA) to the satisfaction of the City Engineer and otherwise in accordance with
the RIA.
4.3 Maintenance. Owner agrees to continue to maintain the Right of Way and
assume al] liability for the condition of the Right of Way until the conditions set forth in
Section 6 have occurred. Owner agrees to indemnify, hold harmless, protect and defend City,
and its directors, officers, agents, employees and attorneys, from all claims, causes of action,
suits, damages or other liabilities occurring in, on or about the Right of Way and/or the Property
until the conditions set forth in Section 6 have occurred.
5. Run With Land. The covenants made in this Agreement shall run with, and shall
burden, the Property for the benefit of City. Such covenants shall inure to the benefit of, or bind,
as the case may require, the respective heirs, representatives, successors and assigns of City and
854782.9 G-2
Owner. Owner authorizes City to record this Agreement in Official Records of Riverside
County, California.
6. Liabilitv. Owner and City agree that City shall have no liability with respect to
the Right of Way, whether resulting from the maintenance or failure to maintain the same or
otherwise, and shall not assume any responsibility for the Right of Way or any improvements or
fixtures thereon or therein, unless and until both of the following occur:
6.1 City adopts the Resolution of Acceptance; and
6.2 The North Improvements have been constructed and paid for in
accordance with Section 4.2.
7. Notices. Any notice, request, direction, demand, consent, waiver, approval or
other communication required or permitted to be given hereunder shall not be effective unless it
is given in writing and shall be delivered (a)in person, (b)by certified mail, postage prepaid,
return receipt requested, (c) by facsimile, or(d)by a commercial overnight courier that
guarantees next day delivery and provides a receipt, and addressed to the parties at tha addresses
stated below, or at such other address as either party may hereafter notify the other in writing as
aforementioned:
To Owner: PD North 80, LLC
5005 Calle San Raphael, Suite B-1
Palm Springs, California 92264
Attention: Mr. Michael Marix
Facsimile: (760) 778-4417
With a copy to: Reed Smith LLP
355 South Grand Avenue, Suite 2900
Los Angeles, California 90071
Attention: Thomas L. Harnsberger, Esq.
Facsimile: (213)457-8080
To City: City of Palm Desert
73510 Fred Waring Drive
Palm Desert, California 92260
Attention: City Manager
Facsimile:
With a copy to: Richards, Watson& Gershon
355 South Grand Avenue, 40�'Floor
Los Angeles, California 90071-3101
Attention: Owen P. Gross, Esq.
Facsimile: (213) 626-0078
Service of any such notice or other communications so made shall be deemed effective
on the day of actual delivery(whether accepted or refused) as evidenced by confirmed
answerback if by facsimile (provided that if any notice or other communication to be delivered
854782.9 G-3
by facsimile is unable to be transmitted because of a problem affecting the receiving party's
facsimile machine, the deadline for receiving such notice or other communication shall be
extended through the next business day), as shown by the addressee's return receipt if by
certified mail, and as confirmed by the courier service if by courier; provided, however, that if
such actual delivery occurs after 5:00 p,m. (local time where received) or on a non-business day,
then such notice or demand so made shall be deemed effective on the first business day
immediately following the day of actual delivery. No communications via electronic mail shall
be effective to give any notice, request, direction, demand, consent, waiver, approval or other
communications hereunder.
[This Space Intentionally Left Blank; Signature On The Next Page]
854782.9 G-4
IN WITNESS WHEREOF, Owner has executed this Irrevocable Offer of Dedication as
of the date first written above.
OWNER: PALM DESERT NORTH 80,LLC, a California limited
liability company
By: Cornerstone Desert Properties I,LLC, a California
limited liability company, its Manager.
By: Marix Family Limited Partnership, a
Delaware limited Partnership, its Manager
By: Marix Family Trust under Declaration
of Trust Dated as of October 12, 2002,
as amended, its General Partner
By:
Michael S. Marix, Trustee
STATE OF CALIFORIVIA )
) ss.
COUNTY OF �
On , before me,
a Notary Public in and for the State of California, personally appeared Michael S. Marix,
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/she executed
the same in his/her authorized capacity, and that by his/her signature on the instrument, the
person, or the entity upon behalf of which the person acted, executed the instrument.
WI'I`NESS my hand and official seal.
Notary Public in and for the State of California
(SEAL)
854782.9 G-5
CONSENT AND SUBORDINATION
TO
IRREVOCABLE OFFER OF DEDICATION
NOTICE: THIS CONSENT AND SUBORDINATION RESULTS IN THE
RIGHTS AND OBLIGATIONS CONTAiNED IN CERTAIN AGREEMENTS
BECONIlNG SUBJECT TO AND OF LOWER PRIORITY THAN THE
RIGHTS AND OBLIGATIONS CONTAINED IN SOME OTHER OR LATER
INS TRUMENT.
The undersigned, as beneficiary under that certain deed of trust recorded on February 15,
2005, as Document No. in the Official Records of Riverside County,
California, hereby acknowledges its consent to the terms and conditions of the Irrevocable Offer
of Dedication, and the transactions contemplated thereby, and subordinates the lien of such deed
of trust thereto. •
ART PALM, LLC, a Delaware limited liability company
By:
Name:
Its:
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , before me,
a Notary Public in and for the State of California, 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/she executed the same in his/her authorized capacity, and that by
his/her 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 in and for the State of California
(SEAL)
854782.9 G-6
EXHIBIT A
TO OFFER
LEGAL DESCRIPTION OF PROPERTY
The land referred to herein is situated in the State of California, County of Riverside, City of
PALM DESERT, described as follows:
PARCEL B:
IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIt�
BEING A PORTION OF PARCEL 6 OF PARCEL MAP WAIVER 01-28, CERTIFICATE OF
COMPLIANCE RECORDED SEPTEMBER 7, 2001 AS INSTRUMENT NO. 01-435770 OF
OFFICIAL REC�RDS, ALSO BEING IN TI� SOUTH HALF OF SECTION 28 AND THE
NORTH HALF OF SECTION 33, TOWNSHII'4 SOUTH, RANGE 6 EAST, SAN
BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS: .
CONIMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 6, SAID CORNER
ALSO BEING THE WEST QUARTER CORNER OF SAID SECTION 28; THENCE SOUTH
00°16'S9" EAST ALONG THE WESTERLY LINE OF THE SOUTHWEST QUARTER OF
SAID SECTION 28, A DISTANCE OF 1576.95 FEET TO THE TRUE POTNT OF
BEGINNING; THENCE NORTH 89°43'O1" EAST, A DISTANCE OF 680.87 FEET TO THE
BEGINNING OF A 564 FOOT TANGENT CURVE, CONCAVE TO THE SOUTH; THENCE
EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 35°44'37", AN
ARC DISTANCE OF 351.85 FEET; THENCE TANGENT TO SAID CURVE, SOUTH
54°32'22" EAST, A DISTANCE OF 778.97 FEET; THENCE SOUTH, A DISTANCE OF
437.37 FEET; THENCE SOUTH 47°20'S5" WEST, A DISTANCE OF 33.95 FEET; THENCE
NORTH 89°56'08" EAST, A DISTANCE OF 122 FEET; THENCE NORTH 47°25'23" WEST
A DISTANCE OF 33.99 FEET; THENCE NORTH, A DISTANCE OF 445.70 FEET TO THE
BEGINNING OF A 264 FOOT TANGENT CURVE, CONCAVE TO THE EAST; THENCE
NORTHERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 3 5°27'3 8", AN
ARC DISTANCE OF 163.39 FEET; THENCE TANGENT TO SAID CURVE,NORTH
35°27'38" EAST, A DISTANCE OF 161.17 FEET; THENCE NORTH 80°27'38" EAST, A
DISTANCE OF 35.36 FEET; THENCE SOUTH S4°32'22" EAST, A DISTANCE OF 162
FEET; THENCE SOUTH 56°26'S5" EAST, A DISTANCE OF 360.20 FEET; THENCE
ALONG A LINE PARALLEL OR CONCENTRIC WITH AND 72 FEET SOUTHWESTERLY
AND WESTERLY(IV.�ASURED PERPENDICULAR TO OR RADIALLY) OF 'TI�
SOUTHWESTERLY AND WESTERLY LINE OF PARCEL 5 OF SAID PARCEL MAP
WAIVER 01-28, THE FOLLOWING 3 COURSES:
1. SOUTH 54°32'22" EAST A DISTANCE OF 2149.72 FEET TO THE BEGINNING OF
A 264 FOOT TANGENT CURVE, CONCAVE TO THE SOUTHWEST;
854782.9 G-7
2. THENCE SOU'I'I�ASTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 63°49'20" AN ARC DISTANCE OF 294.07 FEET TO THE BEGINNING OF A
1682 FOOT REVERSE CURVE, CONCAVE TO THE EAST, A RADIAL TO SAID
BEGINNING BEARS NORTH 80°43'02" WEST;
3. THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE
OF 12°59'30", AN ARC DISTANCE OF 381.39 FEET, TO THE BEGINNING OF A 264
FOOT REVERSE CURVE, CONCAVE TO THE NORTHWEST A RADIAL TO SAID
BEGINNING BEARS NORTH 86°17'28" EAST, SAID BEGINNING ALSO BEING ON THE
WESTERLY LINE OF TECHNOLOGY DRIVE RIGHT OF WAY DESCRIBED IN
DOCUMENT NO. 00-519849 RECORDED DECEMBER 29, 2000 OF OFFICIAL RECORDS;
THENCE SOUTHWESTERLY ALONG SAID CURVE AND SAID WESTERLY LINE,
THROUGH A CENTRAL ANGLE OF 83°20'31", AN ARC DISTANCE OF 384.01 FEET, TO
THE BEGINNING OF A 336 FOOT REVERSE CURVE, CONCAVE TO THE SOUTHEAST
A RADIAL TO SAID BEGINNING BEARS NORTH 10°22'O 1" WEST; THENCE
SOUTHWESTERLY ALONG SAID CURVE AND CONTINUING ALONG SAID
WESTERLY LINE, THROUGH A CENTRAL ANGLE OF 56°50'25" AN ARC DISTANCE
OF 333.33 FEET; THENCE TANGENT TO SAID CURVE AND ALONG SAID WESTERLY
LINE, SOUTH 22°47'34", A DISTANCE OF 117.79 FEET TO A POINT ON THE
NORTHEASTERLY LINE OF GERALD FORD DRIVE, 110 FEET WIDE, AS DESCRIBED
IN INSTRUMENT NO. 238527, RECORDED JLTLY 8, 1997 OF OFFICIAL RECORDS, AND
TO THE BEGINNING OF A 945 FOOT NON-TANGENT CURVE CONCAVE TO THE
NORTHEAST A RADIAL TO SAID BEGINNING BEARS SOUTH 24°58'33" WEST.
THE FOLLOWING 7 COURSES ARE ALONG THE NORTHEASTERLY AND
NORTHERLY LINES OF GERALD FORD DRIVE:
1. THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 67°17'S6" AN ARC DISTANCE OF 1109.98 FEET TO THE BEGINNING OF A
1055 FOOT REVERSE CURVE, CONCAVE TO THE SOUTHWEST A RADIAL TO SAID
BEGINNING BEARS SOUTH 87°43'31"EAST;
2. THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAT•
ANGLE OF 92°20'21", .AN ARC DISTANCE OF 1700.26 FEET;
3. THENCE TANGENT TO SAID CURVE, SOUTH 89°56'08" WEST, A DISTANCE OF
1615.27 FEET;
4. THENCE NORTH 85°06'40" WEST, A DISTANCE OF 150.56 FEET;
5. THENCE SOUTH 89°56'OS" WEST, A DISTANCE OF 200 FEET;
6. THENCE NORTH 45°10'31" WEST, A DISTANCE OF 32.46 FEET; ,
7. THENCE SOUTH 89°43'O1" WEST, A DISTANCE OF 23 FEET TO A POlNT ON A
LINE PARALLEL WITH AND 39 FEET EASTERLY OF THE WESTERLY LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION 28; THENCE SOUTH 00°16'S9" EAST
854782.9 G-8
ALONG SAID PARALLEL LINE, A DISTANCE OF 90.82 FEET TO A POINT OF
INTERSECTION OF THE NORTHERLY LINE OF THE NORTHWEST QUARTER OF SAID
SECTION 33, AND A LINE PARALLEL WITH AND 39 FEET EASTERLY OF THE
WESTERLY LINE OF SAID NORTHWEST QUARTER; THENCE SOUTH 00°OS'38" EAST
ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 329.01 FEET TO A POINT ON A
LINE PARALLEL WITH AND 329.01 FEET SOUTHERLY OF SAID NORTHERLY LINE
OF SAID NORTHWEST QUARTER; THENCE SOUTH 89°56"08" WEST ALONG LAST
SAID PARALLEL LINE, A DISTANCE OF 39 FEET TO A POINT ON SAID WESTERLY
LINE OF THE NORTHWEST QUARTER; THENCE NORTH 00°OS'38" WEST ALONG
SAID WESTERLY LINE TO THE SOUTHWEST CORNER OF SAID SECTION 28, A
DISTANCE OF 329.01 FEET; THENCE NORTH 00°16'S9" WEST ALONG THE
WESTERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 28, A
DISTANCE OF 1084.36 FEET TO THE TRUE POINT OF BEGINNING.
End of Legal Description
854782.9 G-9
EXHIBIT B
TO OFFER
LEGAL DESCRIPTION OF RIGHT OF WAY
(See Attached)
854782.9 G-1�
RBF CONSULTING
74-130 Country Club Drive,Suite 201
Palm Desert,CA 92260
October 10,2005
JN 20-100626.01
Page 1 of 2
EXHIBIT"A"
RIGHT OF WAY
GERALD FORD DRIVE
That certain pazcel of land situated in the City of Palm Desert, County of Riverside, State of
California, being a portion of Parcel "B" as described in Parcel Map Waiver 03-04, recorded
January 28, 2003, as Instrument No. 2003-060548 of Official Records, in the Office of the
County Recorder,of said County of Riverside,described as follows:
BEGINNING at the centerline intersection Portola Avenue and Gerald Ford Drive as described
in a Grant Deed, recorded July 8, 1997, as Instrument No. 238527, said point also being the
southwest comer of Section 28,Town,ship 4 South,Range 6 East,San Bernazdino Meridian;
thence North 00°16'S8" West 164.32 feet along the west line of Parcel "B" as shown on said
Parcel Map Waiver 03-04,said line also being the west line of said Section 28;
thence North 89°43'02"East 96.00 feet;
thence South 45°09'S8"East 124.23 feet to a point on a line parallel and 77.00 feet north of the
said centerline of Gerald Ford Drive;
thence along said pazallel line North 89°56'07"East 250.00 feet;
thence South 88°47'30" East 90.02 feet to a point on a line parallel and 75.00 feet north of the
said centerline of Gerald Ford Drive;
thence along said parallel line North 89°56'07"East 1098.27 feet;
thence South 47°20'S6"West 8.89 feet to a point on a line lying parallel and 68.98 feet north of
said.centerline of Gerald Ford Drive;
thence along said parallel line North 89°56'09"East 122.00 feet;
thence North 47°25'22" West 8.88 feet; to a point on a line parallel and 75.00 feet north of the
said centerline of Gerald Ford Drive;
thence along said parallel line North 89°56'07" East 319.36 feet to the beginning of a tangent
curve,concave southwesterly and having radius of 1075.00 feet; .
thence along said curve southeasterly 1732.49 feet through a central angle of 92°20'20" to the
beginning of a reverse curve, concave northeasterly, and having a radius of 925.00 feet,a radia]
line from said point bears South 87°43'33"East;
EXHIBIT"A" October 10,2005
RIGHT-OF-WAY JN 20-100626
GERALD FORD DRIVE Page 2 of 2
thence along said curve southeasterly 1059.20 feet through a central angle of 65° 36' 33" to a
point of a non-tangent line,a radial from said point bears North 26°40'03"East;
thence North 69°38'06" East 36.35 feet to a point on the westerly Right-of-Way of Technology
Drive as shown on said Parcel`B"of Parcel Map Waiver 03-04;
thence South 22°47'S4" West 4634 feet to the beginning of a non-tangent curve, concave
northeasterly and having a radius of 945.00 feet,a radial line from said point bearing
North 24°58'33" East, said point also lying on the north line of Parcel 1 as described in said
Grant Deed,recorded July 8, 1997 as Instrument No.238527;
thence along said curve northwesterly 1109.98 feet through a central angle of 67°17'S6" to the
beginning of a reverse curve,concave southwesterly and having a radius of 1055.00 feet;
thence along said curve northwesterly 1700.26 feet through a central angle of 92°20'20";
thence tangent line from said curve South 89°56'07"West 1615.27 feet;
thence North 85°06'41 West 150.56 feet;
thence South 89°56'07"West 200.00 feet;
thence North 45°10'44"West 32.46 feet;
thence South 89°42'S5"West 23.00 feet;
thence South 00°16'S8"East 90.82 feet;
thence South 89°56'07" West 39.00 feet intersection Portola Avenue and Gerald Ford Drive as
described in said Grant Deed,recorded July 8, 1997 as Instrument No. 238527, said point also
being the POINT OF BEGINNING.
CONTAINING: 2.465 Acres,more or less.
EI��IT�B"attached and by this reference made a part hereof.
SUBJECT TO all Covenants,Rights,Rights-of-Way and Easements of Record.
This description was prepared by
me or under my direction.
Levi D.Cox,P.L.S. 7930
My]icense expires 12/3 l/07.
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DATA TABLE DATA TABLE �
NO BEARING/DELTA RADIUS LENGTH NO BEARING/DELTA RAD[US LENGTH �
1 N00'16'58"W -- 164.32' 10 N89°56'07"E -- 319.36' �
2 N89'43'02"E -- 96.00' 11 N69°38'06"E -- 36.35' �
3 S45°09'58"E -- 124.23' 12 S22'47'34"W -- 46.34' X
4 N89°56'07"E -- 250.00' 13 N85'06'41"W -- 150.56' �
5 588'47'30"E -- 90.02' 14 S89°56'07"W -- 200.00' N
6 S89°56'07"W -- 1615.27' 15 N45'10'44"W -- 32.46' m
7 s47°20'S6"W -- 8.89' 16 S89'a2'55"w -- 23.00' �
8 N89°56'09"E -- 122.00' 77 S00°16'S8"E -- 90.82' z
9 N4�°25'22"W -- 8.88' 18 S89°56'07"W -- 39.00' �
SHEET 3 OF 3 SHEETS o
EXHIBIT nB� �Up
PLANNING ■ DC91�N ■ CON9TRUCTION /
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PLAT TO ACCOMPANY A �a-aar�r�waYm r
LEGAL DESCRIPTION FOR � • � PALMDESERT.CALIFORNN92260-4114 �
RIGHT-OF-WAY DEDICATlON, coNsu�rING �co.a•se.�ae� • FAX760A48.8315• wrrnROF.can a
DATE: OCTOBER 10, 2005 JN: 20-100626-001 i
_
EXHIBIT C
TO OFFER
FORM OF ACCEPTANCE
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Palm Desert
73510 Fred Waring Drive
Palm Desert, California 92260
Attention: City Manager
APN:
[Space Above For Recorder's Use Only]
Exempt from recording fees pursuant to
California Government Code Section 6103
ACCEPTANCE OF DEDICATION OF RIGHT OF WAY
The City of Palm Desert, a California municipal corporation ("Grantee"), hereby accepts
the offer of dedication (the"Offer") of certain real property located in Palm Desert, California,
and more particularly described in Exhibit A attached hereto for right of way purposes(the
"Right of Way") entered into by Palm Desert North 80, LLC, a California limited liability
company("Grantor"), pursuant to that certain Irrevocable Offer of Dedication dated as of
_, , executed by Grantor in favor of Grantee and recorded in Of�icial
Records of Riverside County, California, on , as Instrument
No. (the"Agreement").
The Offer, and this Acceptance of Dedication of Right of Way, arise from and are made
pursuant to the Agreement.
The undersigned is authorized to execute this Acceptance of Dedication of Right of Way
on behalf of Grantee pursuant to a resolution of the City Council of Grantee adopted on
_, , a copy of which is attached hereto and incorporated herein by this
reference.
[This Space Intentionally Left Blank; Signature On The Next Page]
854782.9 G-11
IN WITNESS WHEREOF, the undersigned has executed this Acceptance of Dedication
of Right of Way as of ,
GRANTEE: CITY OF PALM DESERT, a California municipal
corporation
By:
Name:
Its:
ATTEST:
City Clerk
STATE OF CALIFO1tNIA )
) ss.
COUNTY OF RIVERSIDE )
On , before me, ,
a Notary Public in and for the State of California, 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/she executed the same in his/her authorized capacity, and that by
his/her 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 in and for the State of California
(SEAL)
8547829 G-12
EXHIBIT A
TO
ACCEPTANCE OF DEDICATION OF RIGHT OF WAY
LEGAL DESCRIPTION OF RIGHT OF WAY
(See Attached)
854782.9 G-13
RESOLUTION NO.
RESOLUTIQN OF THE COUNCIL OF THE CITY OF PALM DESERT
ACCEPTING AN IRREVOCABLE OFFER OF DEDICATION OF RIGHT OF
WAY FOR THE WIDENING OF THE NORTH SIDE OF GERALD FORD
DRIVE
The City Council of the City of Palm Desert hereby determines, resolves and orders as
follows:
Palm Desert North 80, LLC, a California limited liability company("Owner"}, is the fee
owner of certain real property located in Palm Desert, California, and more particularly described
in Exhibit A attached hereto (the"Property").
Owner has previously entered into that certain Irrevocable Of�er of Dedication of Right
of Way dated as of , and recorded in the Official Records of Riverside
County, California, on , as Instrument No. (the
"Agreement"), pursuant to which Owner irrevocably offered to dedicate to the City of Palm
Desert, a California municipal corporation, a portion of the Property for right of way purposes,
which portion is more particularly described in Exhibit B attached hereto (the"Right of Way").
Such dedication is required by, and is in conformance with, the Palm Desert Municipal
Code.
� City hereby accepts the inevocable offer to dedicate the Right of Way as set forth in the
Agreement.
The City Engineer is hereby authorized and directed to execute the Acceptance of
Dedication of Right of Way in the form attached hereto as Exhibit C (the"Acceptance").
The City Clerk is hereby authorized and directed to record the Acceptance in the Official
Records of Riverside County, California, and to furnish a copy of this Resolution to Owner at the
address of record.
[This Space Intentionally Left Blank; Continued On The Next PageJ
854782.9 G-14
The City Clerk shall certify to the adoption of this Resolution and shall cause this
Resolution and his/her certification to be entered in the Book of Resolutions of the City Council
of the City of Palm Desert.
Adopted: ,
Mayor of the City of Palm Desert, California
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED AS TO CONTENT
City Manager
Director of Civil Engineering
854782.9 G-15
EXHIBIT A
TO
RESOLUTION NO.
LEGAL DESCRIPTION OF PROPERTY
The land referred to herein is situated in the State of California, County of Riverside, City of
PALM DESERT, described as follows:
PARCEL B:
IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFOItNIA,
BE1NG A PORTION OF PARCEL 6 OF PARCEL MAP WAIVER 01-28, CERTIFICATE OF
COMPLIANCE RECORDED SEPTEMBER 7, 200I AS INSTRLTMENT NO. 01-435770 OF
OFFICIAL RECORDS, ALSO BEING IN THE SOUTH HALF OF SECTION 28 AND THE
NORTH HAI,F OF SECTION 33, TOWNSHIP 4 SOUTH, RANGE 6 EAST, SAN
BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COI�LMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 6, SAID CORNER
ALSO BEING THE WEST QUARTER CORNER OF SAID SECTION 28; THENCE SOUTH
00°16'S9" EAST ALONG THE WESTERLY LINE OF THE SOUTHWEST QUARTER OF
SAID SECTION 28, A DISTANCE OF 1576.95 FEET TO THE TRITE POINT OF
BEGINNING; THENCE NORTH 89°43'O1" EAST, A DISTANCE OF 680.87 FEET TO THE
BEGINNING OF A 564 FOOT TANGENT CURVE, CONCAVE TO THE SOUTH; THENCE
EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 35°44'37", AN
ARC DISTANCE OF 351.85 FEET; THENCE TANGENT TO SAID CURVE, SOUTH
54°32'22" EAST, A DISTANCE OF 778.97 FEET; THENCE SOUTH, A DISTANCE OF
437.37 FEET; THENCE SOUTH 47°20'S5" WEST, A DISTANCE OF 33,95 FEET; TI�NCE
NORTH 89°56'08" EAST, A DISTANCE OF 122 FEET; 'THENCE NORTH 47°25'23" WEST
A DISTANCE OF 33.99 FEET; THENCE NORTH, A DISTANCE OF 445.70 FEET TO THE
BEGINNING OF A 264 FOOT TANGENT CURVE, CONCAVE TO THE EAST; THENCE
NOR'TI�RLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 35°27'38", AN
ARC DISTANCE OF 163.39 FEET; THENCE TANGENT TO SAID CURVE, NORTH
35°27'38" EAST, A DISTANCE OF 161.17 FEET; THENCE NORTH 80°27'38" EAST, A
DISTANCE OF 35.36 FEET; THENCE SOUTH 54°32'22" EAST, A DISTANCE OF 162
FEET; THENCE SOUTH 56°26'S5" EAST, A DISTANCE OF 360.20 FEET; THENCE
ALONG A LINE PARALLEL OR CONCENTRIC WITH AND 72 FEET SOUTHWESTERLY
AND WESTERLY (MEASURED PERPENDICULAR TO OR RADIALLY) OF THE
SOUTHWESTERLY AND WESTERLY LINE OF PARCEL 5 OF SAID PARCEL MAP
WAIVER O1-28, THE FOLLOWING 3 COURSES:
1. SOUTH 54°32'22" EAST A DISTANCE OF 2149.72 FEET TO THE BEGIN1vING OF
A 264 FOOT TANGENT CURVE, CONCAVE TO THE SOUTHWEST;
854782.9 G-16
2. THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 63°49'20" AN ARC DISTANCE OF 294.07 FEET TO THE BEGINNING OF A
1682 FOOT REVERSE CURVE, CONCAVE TO THE EAST, A RADTAL TO SAID
BEGINNING BEARS NORTH 80°43'02" WEST;
3. THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTR.AL ANGLE
OF 12°59'30", AN ARC DISTANCE OF 381.39 FEET, TO THE BEGTNNING OF A 264
FOOT REVERSE CURVE, CONCAVE TO THE NORTHWEST A RADIAL TO SAID
BEGINNING BEAR.S NORTH 86°17'28" EAST, SAID BEGINNING AL,SO BEING ON THE
WESTERLY LINE OF TECHNOLOGY DRIVE RIGHT OF WAY DESCRIBED IN
DOCUMENT NO. 00-519849 RECORDED DECEMBER 29, 2000 OF OFFICIAL RECORDS;
THENCE SOUTHWESTERLY ALQNG SAID CURVE AND SAID WESTERLY LINE,
THROUGH A CENTRAL ANGLE OF 83°20'31", AN ARC DISTANCE OF 384.01 FEET, TO
THE BEGINNING OF A 336 FOOT REVERSE CURVE, CONCAVE TO THE SOUTHEAST
A RADIAL TO SAID BEGINNING BEARS NORTH 10°22'O 1" WEST; THENCE
SOUTHWESTERLY ALONG SAID CURVE AND CONTINLJING ALONG SAID
WESTERLY LINE, THROUGH A CENTRAL ANGLE OF 56°50'25" AN ARC DISTANCE
OF 333.33 FEET; THENCE TANGENT TO SAID CURVE AND ALONG SAID WESTERLY
LINE, SOUTH 22°47'34", A DISTANCE OF 117.79 FEET TO A POINT ON TI�
NORTHEASTERLY LINE OF GERALD FORD DRIVE, 110 FEET WIDE, AS DESCRIBED
IN INSTRUMENT NO. 238527,RECORDED JULY 8, 1997 OF OFFICIAL RECORDS, AND
TO THE BEGINNING OF A 945 FOOT NON-TANGENT CURVE CONCAVE TO THE
NORTHEAST A RADIAL TO SAID BEGINNING BEARS SOUTH 24°58'33" WEST.
THE FOLLOWING 7 COURSES ARE ALONG THE NORTHEASTERLY AND
NORTHERLY LINES OF GERALD FORD DRIVE:
1. THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 67°17'S6" AN ARC DISTANCE OF 1109.98 FEET TO THE BEGINNING OF A
1055 FOOT REVERSE CURVE, CONCAVE TO THE SOUTHWEST A RADIAL TO SAID
BEGINNING BEARS SOUTH 87°43'31" EAST;
2. THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL
ANGLE OF 92°20'21", AN ARC DISTANCE OF 1700.26 FEET;
3. THENCE TANGENT TO SAID CURVE, SOUTH 89°56'08" WEST, A DISTANCE OF
1615.27 FEET;
4. THENCE NORTH 85°06'40" WEST, A DISTANCE OF 150.56 FEET;
5. THENCE SOUTH 89°56'08" WEST, A DISTANCE OF 200 FEET;
6. THENCE NORTH 45°10'31" WEST, A DISTANCE OF 32.46 FEET;
7. THENCE SOUTH 89°43'O1" WEST, A DISTANCE OF 23 FEET TO A POINT ON A
LINE PARALLEL WITH AND 39 FEET EASTERLY OF THE WESTERLY LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION 28; THENCE SOUTH 00°16'S9" EAST
gsa�g2.9 G-17
ALONG SAID PARALLEL LINE, A DISTANCE OF 90.82 FEET TO A POINT OF
INTERSECTION OF THE NORTHERLY LINE OF THE NORTHWEST QUAR.TER OF SAID
SECTION 33, AND A LINE PARALLEL WITH AND 39 FEET EASTERLY OF THE
WESTERLY LINE OF SAID NORTHWEST QUARTER; THENCE SOUTH 00°OS'38" EAST
ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 329.01 FEET TO A PO1NT ON A
LINE PARALLEL WITH AND 329.01 FEET SOUTHERLY OF SAID NORTHERLY LINE
OF SAID NORTHWEST QUARTER; THENCE SOUTH 89°56"08" WEST ALONG LAST
SAID PARALLEL LINE, A DISTANCE OF 39 FEET TO A POINT ON SAID WESTERLY
LINE OF THE NORTHWEST QUARTER; THENCE NORTH 00°OS'38" WEST ALONG
SAID WESTERLY LINE TO THE SOUTHWEST CORNER OF SAID SECTION 28, A
DISTANCE OF 329.01 FEET; THENCE NORTH 00°16'S9" WEST ALONG THE
WESTERLY LINE OF THE SOUTHWEST QUARTER OF SAID SECTTON 28, A
DISTANCE OF 1084.36 FEET TO THE TRUE POINT OF BEGINNING.
End of Legal Description
854782.9 G-1 g
EXHIBIT B
TO
RESOLUTION NO.
LEGAL DESCRIPTION OF RIGHT OF WAY
(See Attached)
854782.9 G-19
EXHIBIT C
TO
RESOLUTION NO.
FORM OF ACCEPTANCE
854782.9 G-20
EXHIBIT H
PUBLIC BIDDING AND CONTRACTING REQUIREMENTS
(See Attached)
854782.9 H-1
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CHAPTER 3.30 PUBLIC WORKS CONTRACTS AND BIDDING REQUIREMENT3
3.30.010 Purpose.
Pursuant to the author(ty set forth in Sectlon 300 of the Pelm Desert Charter,the city may
provide local procedures and requirements for the bidding,award and pertormance of
public works projects.(Ord.927§1 (part),2000)
3.30.020 Muntcipal projects.
B.The provislons of subsection A of this sectfon shall not app[y when the public works
projects are funded in whole or in part by state or federal loans,or grants,and payment of
prevailing wages is required in order to receive state or federal funding.(Ord.927§1
(part),2000)
3.30.030 Definitions.
As used herein:
A."Public project"or"public works"means:
1.A project for the erection, impravement.or repair of public buildings and works,or other
public projects;
2.Work in or about streams,embankments or other works for protection against overflow;
3.Street or sewer work except malntenance or repalr,and
4.Furnishing supplies or materials for any such project includ(ng maintenance or repair of
streets. �
B."Sole source"means that the particular item called for can only be supplied by one
company,organization or individual.
C."Emergency"means a sudden,unexpected occurrence that poses a ciear, eminent
danger requiring lmmed(ate action to prevent or mltigate the loss or impairment of life,
help,property or essential publ�servlces.
D."Responsible bidder"means that bldder who can,based upon quality,fitness and thefr
capacity to satisfactorily perform the proposed work,based upon attributes of
trustworthiness,references and past contracting experience. (Ord.927§ 1 (part),2000)
3.30.040 Bids--When requlred.
When the expenditure requfred for a public project exceeds ten thousand dollars, it should
be contracted for and let to the lowest responsibte bidder after n�tice. (Ord.927§ 1 (part),
2000)
3.30.050 Notice inviting bids.
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Notice invfting bids shall specify a date for the openfng of bids.The first publication or
posting of the notice shall be at leest ten days before the date of opening of blds.Notice
shall be published at least twice not less than five days apart,in a newspaper of general
clrculatlon,printed and published In the city.(Ord.927§ 1 (part),2000)
Note: A copy of the bids and praof of publtcation will be necessary for
relmbursement.
3.30.060 Rejectlon of bids.
In Its sole discretlon.the district legislative�iiedy may re)ect any bids presented and re-
advertised.if two or mora bids are the same or the lowest,the district Is@isfativa��dy may
accept the one it chooses.If no bids are received,the dist�ict le$is�mey have
the pro)ect done without further compiying with this chapter in any manner that the council
may direct.If no bids are recelved and/or ali bids are reJected,the councll may on a vote of
four-fifths of the council,declare that the proJect can be pe�Formed more economlcally by
city personnel or that a contract to perform the project can be negotiated with the original
bidders et a lower price than any of the bids or the materials or supplies fumished at a
� lower price in the open market.lJpon such decision,the council may direct the project to
• be done in the manner stated without further complying with this chapter.(Ord.927§ 1
(part),2000)
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3.30.130 Applicability of state provisions--City contracts.
Sections 7100 thraugh 7200 of the Public Contracts Code are incorporated herein as if
fully set forth and shall be applicable to city contracts.(Ord.927§ 1 (part),2000)
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3.30.140 Appticabllfty of state provislons--Retentlon of proceeds for
clty contracts.
Section 22300 of the Public Contracts Code is incorporated herein as if fully set forth and
shall be applicable to the retentlon of proceeds for city contracts.(Ord.827§1 (part),
2000)
Mtaiel�:
3.30.170 Contents of blds or offers.
Any city official takfng bids for the construction of any public work or improvement shall
provide in the specifications prepared for the work or fmpravement or in the general
conditions under which bids will be received for the doing of the work incident to ihe publ(c
work or improvement that any person making a 6id or offer to perForm the work,shall,in
his or her bid or ofFer,set forth:the name end the Iocatlon of the place of business of each
subcontractor who will pertorm work or labor or render service to the prime contractor in or
about the constructlon of the work or Improvement,or a subcontrector licensed by the
state of Califomia who,under subcontract to the prime contractor,sp�cially fabricates and
instalis a portion of the work or improvement according to detailed drawings contalned fn
the plans and specifications,in an amount in excess of one-half of one percent of the
prime contractor's total bid. (Ord.927§1 (part),2000)
3.30.180 Faflure to specify or spectflcatlon oi more than one
subcontractor--Pertormance by prime contractor.
If a prime contractor fails to spectfy a subcontractor or if a prime contractor specifies more
than one subcontractor for the same portlon of work to be performed under the contract in
excess of one-half of one percent of the prime contractor's total bid,the prime contractar
agrees that he o�she is fully qualified to perform that portion himself or herself,and that
the prime contractor shall pertorm that portion hfmself or herself. (Ord.927§ 1 (part),
2000)
3.30.190 Prime cantractor whose bid is accepted--Prohibitions.
A.A prime contractor whose bid is accepted may not:
. . � _ . .1
1.Substitute a person as subcontracto�in place of the subcontractor Iisted in the original
bid,axcept that the awarding euthority,or its duly authorized officer, may,except as
otherwise provided in this secticn,consent to the substitutfon of another person as a
subcontractor in any of the fallowing situaUons:
� a.When the subcontrector listed in the bid after having had a reasonable opportun(ty to do
so fails or refuses to execute a wrttten contract,when that written cont�act,based upon the
general terms,condltians,plans and specifications for the project Invoived or the terms of
that subcontractor's written bid,(s presented to the subcontractor by the prfine contractor;
b.When the I(sted subcontractor becomes bankrupt or insolvent;
c.When the Ilsted subcontractor fails or refuses to pertorm his or her subcontract;
d.When the Hsted subcontractor tails or refuses to meet the bond requlrements of the
pr(me contractor as set fo�th in Sectlon 3.30.210 of this chapter;
e.When the prime contractor demonstrates to the awarding authority,or its duly
authorized officer,subject to the further provisions set forth in this sectfon,that the name of
the subcontractor was listed as the result of an inadvertent clerical error;
f.When the Itsted subcont�actor is not licensed pursuant to the contractors license law;
g.When the awarding�uthorfty�or its duly authorfzed off{cer,determfnes that the work
perfoRned by the Iisted subcontractor fs substanttalty unsatisfactory and not in substantlal
accordance with the plans and specifications,or that the subcontractor is substantially
delaying or disrupting the progress of the work;
h.When the Iisted subcontractor is ineligible to work on a public works project pursuant to
Secdon 1777.1 or 1777.7 of the Labor Code.
. Prior to approval of the prime contractor's request for the substitutfon in the awarding
authority,or Its duly authortzed o�icer,shall glve notice in writing to the Iisted
subcontractor of the prime contractoPs request to substitute and of the reasons for ihe
request.The notice shafi be served by ce�tified or registered mail to the last known
address of tha subcontractor.Tha Iisted subcontractor who has been so notified shall have
five working days wlthin which to submit written objectio�s to the substitution ta the
awarding authority.Failure to file these written objections shall constitute the listed
subcontrador's consent to the substftution.
If wrftten objections are filed,the awarding auihority shall give noiice in writing of at least
fl�e working days to the listed subcontractor of a hear(ng by the awarding authority or its
designated agent on the prime contractor's request for substitution.
2.Permit a subcantrect to be voluriterily assigned or transferred or allow it to be pertormed
by anyone other than the original subcontractor listed in the original bid,without the
consent of the awarding authority,or its duly authorized officer.
3.Other than In the pertormance of change orders causing changes or devfations from the
original contract,sublet or subcontract any portion of the work in excess of one-half of one
perc�t of the prime contractor�total bld as to�wh(ch his or her original bid did not
designate a subcontractor.(Ord.927§1 (part),2000)
3.30.200 Claim of inadvertent clerica!error In listing subcontractors--
Notice--Objectlon—Hearing.
The prime contractor as a condition to assert a claim of inadvertent clerical error in the
Iisting of a subcontractor shall wlihin two workfng days after the time of the prime bid
opening by the awarding authority give written notice to the awarding authority and copies
of that notice to both the subcontractor he or she ciaims to have Itsted in error and the
intended subcontractor who had bid to the prime contractor prtor to bid opening.
Any listed subcontractor who has been notified by the prirne contractor in accordance with
this section as to an inadvertent clerical error shall be allowed six working days from the
time of the prime bid openfng within which to submit to the awarding authority and to the
prime contractor written objection to the prime contractor's claim of inadvertent clerical
error. Failure of the listed subcontrector to file the written notice within the six workfng days
. ' � ? 1
shaN be primary evidence of his or her agreement tttat an Inadvertent clerical error was
made.
The award(ng euthorlry may,efter e public hearing as provided in Section 3.30.190 of this
chapter and in the absence of compelling reasons to the contrary,consent to the
subst(tution of the Intended subcontractor. (Ord.927§ 1 (part),2000)
3.30.210 Faithful pertormance and payment bonds of subcontractors.
A.It shall be the responsibility of each subcontractor submitting bids to a prime contractor
to be prepared to submit a faiihful performance and payment bond or bonda if so
requested by the prime contractor.
B.In the event any subcontractor submltting a bid to a prime contractor does not, upon the
request of the prime contractor and at the expense of the prime contractor at the
established charge or premium therefor,furnish to the prime contractor a bond or bonds
issued by an admitted surety where(n the pNme contrector shall be named the ob{igee,
guaranteefng prompt and faithful performance of the subcontract and the payment of all
claims for labor and materials furnished or used in and about the work to be done and
pertormed under the subcontrect,fhe prime contractor may reject the bid and make a
substitution of enother subcontractor subject to Section 3.30.190 of this chapter.
C. 1.The bond or bonds may be required under this section only if the prime contractor in
his or her written or published request fo�sub-bids ciearly specifles the amount and
requirements of the bond or bonds.
2.If the expense of the bond or bonds required under this section is to be borne by the
subcontractor,that requirement shall also be specified in the prime contractor's written or
published request for sub-bids.
3.The prime contractor's faflure to specify bond requlrements,in accordance with this
subdivision,In the written or published request for sub-bids shall prec�ude the prime
contractor from imposing bond requlrements under this section.(Ord.927§1 (part),2000)
3.30.220 Subfetting or subcontracting portion in excess of certain
percent of prime contractor's total bid to which no subcontractor was
designated in original bid.
Subletting or subcontracting of any portlon of the work in excess of one-half of one percent
of the prime contractor's totat bid as to which no subcontractor was designated in the
orig(nal bid shall only be permitted in cases of public emergency or necessity,and then
only after a finding reduced to wridng as a public record of the city setting forth the facts
constituting the emergency or necessity.(Ord.927 g 1 (part),2000)
3.30.230 Violatlons of chapter and contracts-•Cancellation or penalty--
Notice and hearing.
A prime contractor violating any of the provfsions of this chepter violates his or her contract
and the awarding authority may exercise the option,in its own discretion,of(1)cenceling
his or her contract or(2)assessing the prime contractor a penalty in an amount of not
more than ten percent of the amount of the subcontract fnvolved,and this penalty shall be
deposited in the fund out of which the prime contraci is awarded. In any proceedings under
this section the prime contractor shall be entitled to a public hearing and to five days'
notice af the time and place thereof. (Ord.927§ 1 (part),2000) �
3.30.240 Subcontractor and prime contractor.
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As used in this chapter,the word'subcontractor"shall mean a contractor,within the
meening of the provisions�f Chapter 9(commencing with Sectlon 7000)of Dfvision 3 of
the Business and Professfons Code,who contracts directly with the prime contractor.(Ord.
927§ 1 IPart),2000)
fP�-z�1
EXHIBIT I
LEGAL DESCRIPTION OF DW/AB PROPERTY
As to Desert Wells 237, LLC, an undivided 80.2%interest in the property described as follows,
and as to Albor Properties III,LP, an undivided l9,8% interest in the property described as
follows:
PARCELS 1, 2, 3, 4, 5, 6, 7, 10 AND 14 OF PARCEL MAP NO. 31730, AS SHOWN BY MAP
ON FILE 1N BOOK 211 PAGES 63 THROUGH 75, OF PARCEL MAPS, RECORDS OF
RIVERSIDE COUNTY, CALTFORNIA.
854782.9 I-1