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Home My WebLink AboutRelease Scrty - Wilson Johnson (Technology Dr) �.W-r- � CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT STAFF REPORT REQUEST: RELEASE SECURITY FOR TECHNOLOGY DRIVE STREET IMPROVEMENTS AND ACCEPT THE ONE-YEAR MAINTENANCE BOND SUBMITTED BY: Mark Greenwood, P.E., Director of Public Works APPLICANT: Wilson Johnson 45-445 Portola Avenue Suite 5 Palm Desert, CA 92260 First Bank 73000 Highway 111 Palm Desert, CA 92260 LETTER OF CREDIT NUMBERS: 793-2019 800-2147 DATE: October 28, 2010 CONTENTS: Letter of Credit Agreement Maintenance Letter of Credit Vicinity Map Recommendation By Minute Motion, release security for Technology Drive street improvements and accept the one-year maintenance bond. Backqround � Technology Drive is located north of Gerald Ford Drive between Cook Street and Pacific Avenue. At the time of permit issuance, performance security in the total amount of $328,599 was posted with the City for street improvements. All street improvements are now complete. Staff has inspected the site and found it to be acceptable. The normal Staff Report Release Security for Technology Drive Street Improvements and Accept the One-Year Maintenance Bond October 28, 2010 Page 2 of 2 one-year maintenance bond has been submitted in the amount of 10 percent of the Faithful PerFormance amount. Fiscal Analysis There is no fiscal impact associated with this action. Prepared By: Depart n H ad: � j � � � � �!� VlN ��1G�t l�CI.V'��( �,�� Christina Canales, Assistant Engineer Mark Gree wood, P.E., Director of Public Works CITY COUi�1CILACTION APPROV�D �� _ �a�'�`�`��'�)_.__ ,.___._ � RECEIVED ��'� ;K K�.;� ___ _ .__- - - Paul S. Gibson, Director of Finance _ . .__.__ MEETING DATE �' -;�;�-,��,�/v ---_�.___�_.__..-- AYES:�5�i1,� e��usCt1 vo�/J �e e/ �i��'��_ Approval: NOES:N�� — —�--� �-__ - -{ ABSENT: /`I�n�- __________._ ' ABSTAIN:--N ��1 �- _.�_.____--.----- � VF.RIFIED BY: �'�-��'-�I—r�----- � � � � — n . Wohlmuth anager Original on Fite with City Clerk's`�t�tice IRREVOCABLE STANDBY LETTER OF CRED17 Letter of Credit Number: 800-2147 Amount:U.S. S 218,066.00 ftwo hundred and nineteen thousand and sixty six dollars and zero cents U.S.DOLLARS) This Letter of Credit is issuad on December 76,2009 by Issuar in favor of the Beneficiary for the account of Appiicant. The parties' names and their addresses are as fopows: APPUCANT: MATTHEW JOHNSON 73134 Bel Air Road Palm Desert,CA 92260 SCOTT R.WILSON P.O.8ox 714 Palm Desert,CA 92261 WfLL1AM HAY 4946b Coachella Drive La Quinta,CA 92253 DENISE DUBARRY-WAY 49455 Coachella Drive La Quinta,CA 92253 BENEFICIARY: CITY OF PALM DESERT • 73510 Fred Waring Drive Palm Desert,CA 92260 ISSUER: �r�� FIRSTBANK �/�^� 73000 Highway 111 Palm Desert,CA 92260 � 1. LETTER OF CREDIT. Issuer establishes this Irrevocable Standby Letter of Credit lLetter of Credit) in favor of Benefi ' r n the amount indicatad above. Beneficiary may draw on this Letter of Credit with a Draft g� gYX�FBr�C�iI�IX Each Draft shall be signed on 6ehalf of Beneficiary and be marked "Drawn under FirstBank Letter of Credit No, � 800-2147 dated December 16, 2009." Drafts must be presented at Issuer's address shown above on or before the Expiration Date. The presentation of any Oraft shall reduce the Amount available under this Letter of Credit by the amount of the draft. This Letter of Credit sets forth in full the terms of Issuer's obligation to Beneficiary. This obligation cannot be madified by any reference in this Letter of Credit,or any document to which this Latter af Credit may be related. This Latter of Credit expires on the Expiration Date. 2.DRAWINGS. Partial drawings shall not be permitted under this Letter of Credit."DrafY means a draft drawn at sight. 3.DOCUMENTS. Each Drait must be accompanied by the following,in original and two copies except as stated: A.The original Letter of Credit,together with any amendments. Issuer shall be entitled to accept a draft and the documentatian described above,as required by the tarms oi this Letter of Credit, from any person purporting to be an authorized officer or representative of Beneficiary withaut any obligation or duty on the part of Issuer to verify the identity or authority of the persan presenting the draft and such documentation. 4. EXPIRATION DATE. This Letter of Credit expires at the close of business at Issuer's address at 5:00 PM Pacific Time ITimel on December 16, 2010 (Date►. Issuer agrees to honor all Drafts presented in strict compliance with the provisions of this Letter of Credit on or befare the Expiretion Date. 5.NON-TRANSFERABLE. TMs Letter of Credit is not ttansfereble. 6. APPLICABLE LAW, This Letter ot Credit is governed by the Uniform Customs and Practice for pocumentary Credits, 2006 Revision, International Chamber of Commerce Publication No.600 IUCPI,or any later version or amendment. This Letter of Credit is aiso governed bw the laws of California,except as those laws conflict with the UCP. ISSUER: FirstBank BY �i��., �'� Melissa M.Woods,Assistant Vice President Date �'�r�f J W�� APPLTCANT: MAT HEW JOH S N r-`"� //�/L�---��. SCOTT WILSON `�� WI M HAy DENISE DUBARRY—HAY Matthew Johnaon Standby L�ttar OI Crcdh CAl4KLSheets00118800006522020721609Y Woltars Kluwer Financial Sarvices�1996,2009 Ba�kers SystemsT" page 7 �. ! tRREVOCABtE STANDBY LETTER OF CREDIT �� , " ti Letter of Credit Number: 793-2019 Amount:U.S. S 109,533,00 Ione hundred and nine thousand tive hundred and thirty three dollars and zero cents U.S,DOILr 7his Letter af Credit is issued on December 16,2009 by issuer�n tavor oi the Beneficiary far the account of Applicant. The par;le names and their addresses are as fopows: APPLICANT; MATTHEW JOHNSON 737 34 Bel Air Road Palm Desert,CA 92260 SCOTT R.WILSON P 0.Box 714 Palm Desert,CA 92261 WILUAM HAY 49455 Coachella Drive La Quinta,CA 92253 DENISE DUBARRY-HAY 49455 Coachella Drive La Quinta.CA 92253 BENEFICIARY: CITY OF PALM DESERT 73510 Fred Waring Drive Palm Desert,CA 92260 r' ISSUER: FIRSTBANK �{1�� 73000 Highway 111 "'�� Palm Desert,CA 92260 ��'`'+f� 1. LETTER OF CREDIT. Issuer establishes this Irrevocable Standby Letter of Credit Iletter of Credit) in favor of Beneficiary in the� amount indicated abova. Beneficiary may draw on this Letter of Credit with a Draft ' J(Xa�EBrX�I�81. Each Draft shall be signed on 6ehalf of Beneficiary and be marked "Drawn under FirstBank Letter of Credit No. � 793-2019 dated December 16, 2009." Drafts must be presented at Issuer's address shown above on or before the Expiration Date, The presentatfon of any Dreft shail reduce the Amount available under this Letter of Credit by the amount oi the draft. This Letter of Credit sets forth in full the terms of Issuer's obligation to Beneficiary, This obligation cannot be moditied by any reference fn this Letter of Credlt,or any documenT to which this Letter of Credit may be related. This Letter of Credit expires on the Expiretion Date. 2.DRAWINGS. Partial drawings shall not be permitted under this Letter af Credrt. "Dreft"means a drett drawn at sight. 3.DOCUMENTS. Each Draft must be accompanted by the following,m onginal and two copies except as stated A.The original Letter of Credit,together with any amendments. Issuer shall be entitled to accept a draft and the documentation described above, as raquired by the terms of this Letter of Credit, from any person purporting to be an authorized officer or representauve of Beneficiary without any obligation or duty on the part of Issuer to verify the identity or authority of the person presenting the draft and such documentation. 4.EXPIRATION DATE. This Letter of Credit expires at the cfose of business at issuer"s address at 5:00 PM Pacrfic Time 1Time}on December 16. 2010 (Datei. Issuer agrees to honor all Drafts presented in strict compliance with the provisions of this lettec of Credit on or before the Expiretion Date. 5.NON-TRANSFERABLE. This Letter of Credit is not trensferable. 6. APPUCABLE LAW. This Letter of Credit is governed by the Uniform Customs and Ptacvice for pocumentary Credits, 2006 Revision,International Chamber af Commerce Publication No. 600(UCPI,o�any Iater version or amendment. Thls Letter ot Credit is also governed by the laws of California,except as those taws conflict with the UCP. lSSUER: FirstBank By I�'l�WY}73,�_�,�C�`2� Melissa M.Woods,Assistant Vice President Date ��1�l7i� APPLICANT• MAT EW JO N ��;��?�t�.---� SCOTT WILSON WI IAM DENISE DuBARRY—HAY Matthew Johnson Standhy Lsaar Of Crrdh � . CAl4KLSheets00118800006522020727609Y Woitars Kluwei Financial Services°7996,2009 Bankers Systems*" page 7 SUBDIVISION IMPROVEMENT AGREEMENT DATE OF AGREEMENT: , 20 NAMEOFSUBDIVIDER: �� 5'0� ��i'I .Jfly') C��.G , �v� � , � (referred to as "SUBDIVIDER"). 4 �qtrGa fS NAME OF SUBDIVESION: �Y'� ��Z�J �- f No. of Lots: `Z Lo-!s (referred to as "SUBDIVISION"). TENTATIVE MAP RESOLUTION OF APPROVAL NO.: �3 `3 ) (TM No:��Z�) (referred to as "Resolution of Approval"} iMPROVEMENT PLANS APPROVED ON: {referred to as "Improvement Pians"}. ESl"IMATED TOTAL COST OF IMPRQVEMENTS:$__ Z I��O �Co. (�D EST[MATED TOTAL COST OF M(?NUMENTATION: � � O c74, �� SURETY: BOND NOS: SURETY: -O R- IRREVOCABLE STAND-BY LETTER �F CREDIT NO. �ENANCIAL INSTITUTION: -OR- CASH/CERTIFICATE OF DEP�SIT, AGREEMENT DATED: FINANCiAL INSTITUTION: This Agreement is made and entered into by and between the City of Palm Deser�,a municipal corporation of the State of California, hereinafter referred to as "CITY", and the SUBDIVIDER. RECfTALS ' [tM PUDIDJG\1597 A. SUBDIVIDER has presented to CITY for approval ar�d recordatian, a final subdivision map of a proposed SUBD1VISfON pursuant to provisions of ttte Subdivision Map Act of the State of California and the CITY's ardinances and regulations relating to the filing, approval and recordation ofi subdivision maps. TF�e Subdivision Map Act and the CITY's ordinances and regulations relating to the �ling, approval and recordation of subdivision maps are collec�ively referred to in this Agreement as the"Subdivision Laws". B. A tentative map af the SUB�IVISION has been approvsd, subject to the Subdivision Laws and to the requirements and conditions contained in the Resolution of Approval. The Resolution of Approval is on fiile in the Office of the City Clerk and is incorporated into this Agreement by reference. C. T�re Subdivision Laws establish as a candition precedent to the approvaf of a final map that SUBDIVIDER must have complied with the Resolutian of Approval and must ha�e either(a}completed, in campEiance witi�CfTY standards,aU of the impravements a�d land developmentwark required bythe Subdivision Laws orthe Resolution ofApproval or (b) have entered into a secured agreement wifih CETY to corr�plete the improvements and land developrrtent wifhin a period of time specified by CITY. D. in consideration of the approval of a final map for the SUBDIV{S10N by the City Councii, SUBDIVIDER desires to enter into this Agreement, whereby SUBDIVIDER promises to install and complete, at SUBDIVIDER's own expense, all the public improvement work required by GtTY in c�nnection with the propased SUBDIVISION. SUBDIVIDER has secured this Agreement by improvement security rsquired by the Subdivisian Laws and approved by the Cify Attorney. RMPUB1DIE1597 -2- E. Camplete Impravement Plans for the canstruction, installation, and completion of the improvements have been prepared by SUBDIVIDER and approved by fhe City Engineer. The Improvement Plans numbered as referenced previously in this Agreement are on file in the Office of the City Engineer and are incorporated into this Agreement by this reference. Ali references in this Agreement to#he 6mprovement Plans shall include reference to any specifications far the improvements as approved by the City Engineer. F. An estimate of the cost for construction of the public impravements and performing land development work in eonnection with the improvements according to the Improvement Plans has been matfe and has been approved by the City Engineer. The estimated amount is stated an Page 1 of this Agreement. The hasis for the estimate is attached as Exhibit"A"fo this Agreement. G. CITY has adopted standards for the construction and installation ofi improvements within the C1TY. The Improvement Plans have been prepared ih conformance with CITY stanc�ards in effect an the date of the Resolutian of Approval. H. All public improvem�nt monuments, street signs, and stakes as specified on the final map ar� to be completed prior to final formal acceptance by the City Council. {ndividual property monuments must be installed within one year from the formal final Council aceeptance of saici SUBDIVISION. �� I_ SUBDIVIDER recognizes#hat by approval ofithe final map forSUBDIVISI�N, CITY has conferred substan#ial rights upon SUBDIVIDER, including the rightto sell, lease, orfinance Eots within the SUBD[VISlON. As a result, CITY will be damaged fo the extent of the cost of instaliation of the Emprovements by SUBDfVIDER's failure to perform its obligations to cornmence canstruction of the improvements by the time established in this RMPUB�DlEU597 -3- Agreement. CITY shall be entitled to a[I remedies available #o it pursuant to this Agreement and law[n th�event of a default by SUBDIVIDER. It is specifically recognized that the determina�ion of whether a reversion to acreage or rescission ofithe SUBDIVISI�N constitutes an adequate remedy for defauft by the SUBDlVIDER shafl be within #he sale discretion of CITY. NOW, THEREFQRE, in consEcleration of the approval and recordation by the City Council of the final map of the SUBD{VISION, SUBDIVIDER and CITY agree as follows: (1) SUBDIVlDER's Obliqation to Construct Improvements. :"� SUBDIVID�R shall: (a) Comply with ali the requirements of the Resolutian of Approval, and any amendments thereto, and with the prnvisions of the Subdivision Laws. (b} Complete at SUBDIVIDER's own expense,all fhe public improvement work required by the Resolutian of Approval in conformance with approved Improvemenf Plans within one yearfrom date of execution of this Agreement;provided however,thatthe improvements shall not be deemed to be completed until accepted by City Council as provided in S�ction (17) herein. {c) Furnish the necessary materials fnr cornple#ion of the public improvements in conformitjr with the Improvement Plans. (d) Acquire, or pay the cost af acquisition by CITY, and dedicate all rights- of-way, easements and other interests in reaf properly for const�uctinn and installation of th� public improvemen#s, free and clear of all liens and encumbrances. The SUBDIV�DER's obligations with regard to acquisition by CITY of ofF site rights-of-way, easemen#s and other interests in real property shall be subject to a separate agreement between SUBDIVIDER and CITY. SUBDIVIbER shall also be responsible for obtaining RMPUD1DJE11597 -4- any public or private sanitary sewer, domestic water,drainage, and/or utiliky easements or authorization ta accammodate the SUBDfVISION. (e) Commence construction of the improvements bythe time es#ablished in Sectian(22)af this Agreement and complete the improvements by the deadline stated in Section ('1)(b} above, unless a time extension is granted by the CiTY as authorized in Section (22). (f) Install all SUBDIVISION public�mprovemer��monuments required by law and prior to formal final acceptance of the public improvements by CITY. Individuat property monuments shaf! be installed wi#hin one year of said acceptance. (g) Install street name signs conforming ta CITY standards. Permanent street name signs shall be installed before acceptance of the improv�ments by CITY. (2) Acquisi#ion �nd Dedication of Easements or Riqhts-of-Way. If any of the public improvement and land use development work contemplated by this Agreement is to be constructed or installed on land nnt owned by CITY or SUBDIVf DER,no construction or installation shal[ be commenced before: (a) The offer af dedication to CITY of appropriate rights-of-way, easements or other in#erests in real property, and appropriate authorization from the property owner to allow construction or insfallation of the improvements or work, or (b) The dedication to, and acceptance by, CITY of appropriate rights-of� way, easements or other interests in real proper�y, as determined by the City Engineer,or �c) The issuance by a caurt of eompetent jurisdiction pursuant to the State Eminent Domain Law af an order nf possession. SUBDIVIDER shafi comply in all respects with the order of possession. RMPUA1DIb11597 _�r_ Nothing in this Section(2)shafl be construed as authorizing orgran#ing an extension of time to SUBDIVIDER. (3} Se_ curitv. SUBDIVIDER shail at all times guarantee SUBDIVIDER's performance by furnishing to CITY, and maintaining, good and sufficient security as required by the Subdivision Laws on forms approved by CITY for the purposes and in the amounts as follaws (a) to assur� faithfuE performance of fihis Agr�ement in regard to said improvements in an amount of 100%ofi the estimated cost of the improvements; and � V' (b) to secure payment to any contractor, subcontractor, persons renting equipmen�, or furnishing labar and materials for fihe impravements required to be constructed and instalied pursuant to #hris Agreement in the additional amount of 50% of the sstimated cast of the improvements; and (c) to guaran#ee or warranty fihe wark done pursuant to this Agreement for a period ofi one year fallowing acceptance thereaf by CITY against any defective work or labor done or defective materials furnished in the additional amount of 1�% of the . estimated cost of the improvements; and (d) SUBDIVIDER shal!afso furnish to CITY goad and sufficient security in the amount of one hundred percent(100%)of the estimated cos#of setting SUBDIVIS{ON monuments as stated previously in this Agreement in Section(1)(fl for a period of one year pfus thirty(30} days from formal acce�tanc� by the City Cauncil. The securities required by this Agreement shall be kept on file with the City Clerk. The fierms of the security documents referenced on page 1 of this Agreement are incorporated info this Agreement by this reference. If any security is replaced by another RA4PUH1D1E11597 _6_ approved security,the replacement shall: 1)comply with all the requiremen#s for security in this Agreement; 2} be provided to the City Engineer to be fled wifh the City Clerk and, upon filing, 3} shal! be deemed to have been made a part of and incorporated into this Agreement. Upan provisian ofi a rep(acement security with the City Engineer and filing ofi a replacement securi#y with the City Clerk, the former security may be released. {4} Alterations to Irnprovement Plans. {a) Any changes, alterations or additions to the Improvement Plans not exceeding ten percent(1 a%}of the original estimated cast of the improvements,which are mutually agreed upan by C[TY and SUBDfVIDER, shail not relieve the improvement security given for faithful performance afi this Agreement. In the event such changes, alterations, or additions exceed 10% of the original estimafed cost of the improvemen#, SUBDIVIDER shall provide improvement security for faithful performance as required by Section(3)of#his Agreement for one hundred percent{1�0%)of the total es#imated cost of the improvements as changed,altered, or amended, minus any completecf partia[releases allowed by Section (6}of this Agraement. (b) The SUBDlVIDER sha!! construc# the improvements in accordance with CITY standards in effect at the time of adoption af the Resoiution of Approvaf. CITY reserves the right ta modify the standards applicable to the SUBDIVISION and this Agreement, when necessary to protect the public safety or welfare or comply with applicable state orfederal law or CITYzoning ordinances. If SUBDIVIDER requests and is granted an extension of time for completion of the impravements, C{TY may apply the standards in effect at the time ofi the extension. RMPUBIDl611597 -7- (5) Inspection. SUBDIVIDER shall at ail times maintain properfacilities and safe access for inspection of the public improvements by CITY inspectors and to the shops wherein any work is in preparation. Upon comp�etion of fhe work, SUBDIVIDER may request a final inspection by fhe City Engineer, oc the Cify Engineer's authorized representative. Ifithe City Engineer, or the designated representative,determines that the work has been campleted in accordance with this Agreement,then the City Engineershalf certify the campletion of the public improvements to the City Council. No improvements shall be finalty accepted by the City Council unless all aspects of the work have been in�pected and completed in accordance wifh the Improvement Plans. When applicable law requires an inspection to be made by City at a particular stage of the work of constructing and installing such improvements, CITY shall be given timely notice o# SUBDIVIDER`s readiness for such inspec�ion and SUBDIVIDER shall not proceed with additional work until the inspectian has been made and the work approved. SUBDIVIDER shail bearall costs of inspection and certification. No improvements shall be deemed completed until accepted by the City Counci! pursuant to Section (17} herein. {6} Release of Securities. The securities required by this Agreement shall be released as fnliowing: (a) S�curity given far faithful performance ofi any act, obligation, work or agreement shall be released upon the final completion and acceptance af ths act orwork, subject to the provisions of subsection (b} hereof. (b) The City Engineer may release a portion of the security given for faithful performance of improvement work as the improvement pragresses upon application thereof by the SUBDIVIDER; provided, however, that no such retease shall be for an amount less than twenty-five percenfi (25%) of the total improvement security given for a�n�u�,�is97 _g_ faithfu!perf'ormance of the improvement work and that th�security shalf not be reduced to an amount less than fifty percent(50%)of the total improwement security given forfaithfu( performance until final completion and acceptance of the improvement work. In no event shall the City Engineer authnrize a release af the improvement securitywhich would reduce such security to an amount below that required to guarantee the carnpletion of #he improvement work and any other obligation imposed by this Agreement. (c) Security given to secure payment to the contractor, his or her subcontractors and to persons furnishing (abor, materials or equipment shali, at six {6) months after completion and acceptance of the work, be reduced to an amount equal to no less than 125%of the total cfaimed by all c[aimants for whom liens have been fifed and of which notice has been given to the CIT'�(, plus an amaunt reasonably determined by the City Engineer to be required to assure the perFormance of any other obligations secured by the Security.The bafance of the security shall be released upon the settlement of all claims and obligations for which the security was given. (d) No security �iven far fhe guarantee or warranty of work shall be released until the expiration of the warrantjr period and unti! any claims filed during the warranty period have been settled. As provided in Section (10),the warranty period shall not commence until formal final accept�nce of all the work and imprnvements by the City CaunciL �� {e) CITY may retain from ar�y seeurity refeased, an amount sufficient to cover cosfs and reasonab[e expenses and fees, including reasonable attorneys`fees. (7} Iniury to Public Improvements, Public Property or Public Utilities Facilities. SUBd1VIDER shaEl replace or repair or have replaced or repaired, as the case may be, all public improvements, public u#i(ities facilities and surveying or subdivision monuments RMPUB�UlE11397 _9- which are destroyed or damaged as a result of any work under this Agreement. SUBDIVIDER shall bear the entire cost of r�placement ar repairs of any and all public or public uti(ity property damaged or destrayed by reason of any work done under this Agreement,whether such property is owned by the United States or any agency#hereof,ar the State of Cafifornia, or any agency ar political subdivision thereaf, ar by CITY or any public or private utility corporatian or by any combination of such owners. Any repair or �eplacement shall be to the satisfaction,and subject to the approval,of the Cify Engineer. (S) Permits. SUBDIVIDER shall, at SUBDIVIDER`s expense, obtain all necessary permits and licenses for the construcfion and installation of the improvements, give all necessary notices and pay al[fees and taxes required by law. (9) Default of SUBDIVIDER. - (a} Default of SUBDIVIDER shall include, but not be limited to, (1) SUBDIViDER's failure to #imely cammence canstruction of this Agreement; (2) SUBDIVIDER's failure to timely compiete construction of the impravements; (3) SUBDIVIDER's failure to timely cure any defect in the improvements; (4)SUBDIVIDER's failure�o perform substantiai canstruction work for a period of twenty(20) calendar days after commencement of the work; (5}SUBDIVIDER's insolvency, appaintment of a receiver, orthe fifing of any petition in bankrup#cy either voluntary or involuntary which SUBDIVIDER fails to discharge within thirty(30) days; RMPUB\U1�t547 _�Q_ (6) the commencement ofi a foreclosure action against the SUBDIVESION or a portion thereaf, or any conveyance in lieu or in avoidance of foreclasure; or (7} SUBDIVIQER's failure to perform any other obliga�ion under this Agreement. (b) CfTY reserves to itseff all remedies available to i#at faw or in equityfar breach of SUB�IViDER's obligations under this Agreement. CITY shall have the right, subject to this Section, to draw upon or utilize the appropriate security to mitigate CITY's daXnages in event of default by SUBDfVIf3ER. The righfi of CfTY to draw upon or utifize the security is additinnal to and not in [ieu of any other remedy available to C1TY. It is specifica[ly r�cognized that the estimated costs and security amounts rnay naf reflect the actual cost of construction or installation of the improvem�nts and, therefore, CITY's damages for SUBDIVIDER's defauif shall be measured by the cast of completing the required improvements, The sums provided by the improvement security may be used by CITY for the completion of#he public improvements 'tn accordance with the improvement pfans and specifications contained herein. In the event of SUBDIVIDER's default under this Agreement, SUBDIVIDER authorizes CITYto perform such obligation twenty(2Q)days after mailing written notice of cfefaultto SUBDIVIDER and to SUBDfVIDER's surety, and agrees#a paythe entire cost of such perFormance by CITY. CITY may take over the work and prosecute the same to compketion, by contrac�or by any other methad CITY may deem advisable, for the account and at the expense of SUBDiVIDER, and SUBDlVIDER's surety shall be liable to CITY far any excess cost or damages occasioned CITYthereby. In such e�ent, CITY,withoutliabilityforso doing,may RhlPlJF31UJ�i597 _�x_ take possession of, and utilize in campleting the work, such materials, appliances, plants and other property belonging to SUBDIVIDER as may be on the site of the work and necessary for performance of the wnrk. (c} Failure of SUBDIVIDER to comply with the terms of this Agreement shal!constitute consent to the�[ing by CiTY of notice of violation against all the lots in the SUBDIVISION, ar ta rescind the approva( or othetwise revert the SUBDIVISI�N to acreage. The remedy provided by this subsection (c) is in addition to and not in lieu of other remedies avai�able to CfTY. SUBDlVfDER agrees that the chcoice of remedy or ret�edies for SUBDIVIDER's breach shall be in the discretion af CITY. (d) [n t#�e event that SUBD{VIDER fails to perform any obligation hereunder, SUBDIVIDER agrees to pay all costs and expenses incurred by CITY in securing performance of such obligations, including but nat limited to fees and charges of architects, engineers, attorneys, other professionals, and caurt costs. (e) The failure of CITY to take an enforcement aetion with respect to a defau�t,or to declare a breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach of�UBDIVlDER. (10) Warrantv. SUBDIVIDERshalfguaranteeorwarrantytheworkcfonepursuant ta this Agreement for a period of one year after final farmal acceptance of the SUBDIVISION by the City Council against any defective wQrk or labor done ar defectivs mater�als fumished. ff within the warrantjr period any work or improvement or part of any wark or improvement done, furnished, installed, or canstructed by SUBDIVIDER fails to fulfili any of the requirements of this Agreement or the irnprovement plans and specifications referred to herein,SUBDIVIDER shall without delay and without any cost to C1TY, repair or replace or reconstruct any defective or otherwise unsafiisfactory part or RdtPUB�DJE11547 .,�2_ parts of the work or structure. Should SUBD(VIDER fail ta act pramp#ly or in accordance with this requirement,SIJBDNIDER hereby authorizes CITY, at CITY's opfiion,to perform the r1vork twenty (2(?) days after mailing written notice of default �o SUBDIVIDER and to SUBDIVIDER's surety, and agrees to pay the cosfi of such work by C(TY. Should CITY de�ermine that an urgency requires repairs or rep[acements to be made before SUBDIVIDER can be notified,CITY may,in its sole discretion, make the necessary repairs or replacement or perform the necessary work and SUBDIVIDER shall pay to CITY the cost of such repairs. "� (�1) SUBDlV1DER Not Aqent o# CITY. Neither SUBDIVIDER nor any of SUBDIVIDER's agents, cantractors or subcontractors are or shall be eonsidered to be agen#s of CITY in connection wifh the performance of SUBDIVIDER'S ob{igations under this Agreement. (12) Iniury fo Work. Unfiil such tirne as the improvements are accepted by CITY, SUBDIVI€3ER shall be responsible for and bear the risk of loss to any of the improvements cnnstructed or installed. Until such time as all improvements required by this Agreemeht are fully completed and accepted by CITY, SUBDIVIDER will be r�sponsible for the care, maintenance of, and any damage to such improvements. C1TY shall not, nor shall any officer or empioyee thereof, be liable or responsible for any accident, loss or damage, regardless of cause, happening or occurring to the work or improvements specified in this Agreernent prior to the completion and acceptance of the work or improvements. All such risks shall �e the responsibility af and are hereby assumed by SUBDIVIDER. (13) Environmenta[ Warranty. Prior to the acceptance of any dedications or improvements by C1TY, SUBDIVIDER shaq certify and warrantthat neitherthe property to be dedicated nor SUBDIViDER is in violation of any environmental law and neither the RMPUB�DJE11597 -]�3.- property #o be dedicated nor the SUBDIVIDER is subject to any existing, pending ar threatened investigation by any federal, state or lacal governmental authority under or in connection with environmentai law. Neither SUBDIVIDER nor any third party wil! use, g�nerate, manufacture, produce, or release, on, under, or abou# the property #o be dedicated, any hazardous substance except in campliance with all applicable enviror�mental laws. SUBDIVlDER has hot caused or permitted the release of,and has no knowledge of the release ar presence of, any hazardous substance on the property to be dedicated or the migration of any hazardous subsfance tram ar ta any ather property adjacent to, or in the vicinity of, the property to be dedicated. SUBDlVIDER's prior artd present use of the proper#y to be dedicated has not resulted in the release of any hazardous substance on the property to be dedicated. SUBDIVIDER sha[I give prompf written notice to CITY at the address set forth herein of: (a) Any proceeding or investiga�ion by any federa[, state or loca[ governmental authority with respect to the presence of any hazardous substance on the �roperty to be dedicated orthe migration thereaf from orto any other property adjacent to, or in the vicinity of, the praperty to be dedicated; (b) Any claims macie or threatened by any third party against CITY orthe property ta be dedicated relating to any loss or injury resulting from any hazardous substance; and, �� (c) SUBDIVIDER's discovery of any occurrence or condition on any property adjoining in the vicinity of the property to be dedicated tha� could cause the property to be dedicated or any part thereof to be subject to any restrictions on its ownership, occupancy, use for the purpose forwhich is it is intended,transferabilityorsuit under any environmenta! law. RMPUDW1fi11597 _�t�_ (14) OtherAareements. Nothing contained in this Agreement shall preclude CITY from expending manies pursuant #a agreements cortcurrently or previously executed between the parties, or from entering into agreements with other subdividers for the apportionment of costs 4f water and sewer mains,ar ather improvements, pursuant to the provisions of fhe CITY ardinances providing therefore, nar shall anything in this Agreement commit CITY to any such apportionment. {15) SUBDIVIDER'S�bfiqation to Vtlarn Pub[ic Durinq Construction. Until farmal final acceptance ofthe improvements,SUBpIVtDERshap give gaod and adequate waming ta.the public of each and every dangerous candition existent in said improvements,and will take all reasonable actians fo protect the public from such dangerous condition. (16) Vestin of Ownershi . Upon formal final acceptanee of the work by CITY and recordation af the Resolution ofi Acceptance of Pub[ic Improvements, ownership of the improvements constructed pursuant to this Agreement shall vest In CITY. (17) Fina! Acceptance of Work. Acceptance af fihe woric on b�half of CITY shaEl be made by fhe City Council upon recommendation of the City Engineer after final compietion anc! inspection af al( improvements. The City Council shall act upon fhe �ngineer's recommendation within sixty(60)days from the date#he City Engineer certifies that the work has been finally campleted, as provided in Section (6). Such acceptance shall not constitute a waiver of defects by CITY. �� {18) Indemnitv/Hald Harmless. CITY or any officer or emplayee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of SUBDIVIDER, its agents,or employees,cdntractors and subcontractors in the performance of this Agreement.SUBDIVIDERfurtheragrees ta protect,defend, indemnify and hold harmless CITY, its officiafs, boards and commissions, and members thereof, RMPUBIDJL•11597 -�5- agents and employees from any and all claims,demands,causes af action, iiability ar loss of any sort, because of, or arising out of, acts or omissions of SUBDIVIDER, its agents, employees, contractors and subcontractors in fihe perFarmance of this Agreement, except for such claims, demands, causes of action, liabi[ity, or loss arising out of the sole active negligencs of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of ac�Eon, liability, or loss because ofi, or arising out of, in whole or in part, the design or construcfion ofi the impravements. This indemnification and agreement to hold harmless shall extend to injuries to persons and -iiamages ar taking af property resulting from the design or construction of said SUBDIV1510N, and the public improvements as provided herein, and in addition, to adjacent praperty owners as a consequence of the diversion af waters from the design and canstruction of public drainage systems, streets and ofher public improvements. Acceptance by CITY of the improvements shall na#constitu#e an assumptian by C1TY of any responsibility for any damage or taking covered by this Sectian, CITY shall not be responsible for #he design or canstruction nf the property to be dedicated or fhe improvements pursuant to the approved improvemen# plans or map, regardless of any negligent action or inaction taken by CITY En approving the plans or map, unless the particular improvement design was specificatly required by C1TY overwritten objection by SUBDIV[DER submitted to the City Engineer before approval of the particular improvement design,which objection indicated that the particular irnprovement design was dangerous or defective and suggested an alternative safe and fieasible design. After acceptance of the impravements, the SUBDIVIDER shall remain obligated to eliminate any defect in design ordangerous condition caused by fhe design ar construction defect; however, SUBDIVIDER shall not be responsible for routine RMPUDIDIL-11597 ..�6- maintenance. Provisions of fhis Section shalf remain in full farce and effect for ten {1 Q) years following the acceptance by CITY of the improvements. It is the intent of this Section that SUBDIVIDER shall be responsible for all liability for design and construction of the improvements insta€led or work done pursuant to this Agreement and that C1TY shail not be liable for any negligence, nonfeasance, misfeasance or maffeasance in approving, reviewing, checking, or inspecting any worlc or canstruction. The improvement securfty shall not be required to cover the provisions af this Section. SUBDIVIDER shall reimburse CITY for ail costs and expenses (incfuding but not limit�d to #ees and eharges af architects, engineers, attorneys, and other professionals, and court costs} incurred by CITY in enforcing the provisions of this Section. (19) Persona[ Nature of SUBDIVIDER'S (3bliqafiions. AIIofSUBDN[DER's abligations under this agreement are and shall remain the persanal obligations of SUBDIVIDER notwithstanding a transfer of all or any part of the property within the SUBDIVISiON subjectto this Agreement,and SUBDIVIDER shall not be�ntitled to assign its obligafions under this Agreement ta any transferee of atl or any part ofi th� property within the SUBDIVlSION or to any other third pa�ty without the express written consent af CITY. (20) Sale ar Dis�osition of SUBDIVISIC3N. Se[ler or other SUBDIVIDER may request a novation of this Agreement and a substitution+�of security. Upon approval of the novatian and substitution of securities, the SUBDIVIDER may request a release or reduction of the securities required by this Agreement. Nathing in the novation shal!relieve the SUBDEVIDER of the obligations under Section {18)for the work ar improvement done by SUBDIVIDER. RMPIJD\D)EI1597 -1'�- (21) Time of the Essence. Time is of the essence in the performance of this Agreement. �22} Time for Cammencement of Work� Time Extensions. SUBDEVIDER shall commence substantial constructian of the irnp�ovemenfs required by this Agreement not laterthan six(6�months afEerthe date of this Agreemertt. !n the event good cause exists as determined by the City Engineer, the time for commencement of construction or completion of the impro�ements hereunder may be extended far a periad or periods not exceeding a tatal of firvo(2�additional years. The extension shall be executed in writing by fih� City Engineer. Any such extension may be granted without notice to SUBDlVIDER's surety and shall not affect the validity of this Agreement or re[ease the surety or sureties on any security given far this Agreement. `�he City Engineer shall be tf��sole and final judge as ta whether ar not good cause has been shown to entit[e SUBDfVIDER to an ex#ension. Delay,atherthan delay in the commencement of woric, resulting from an act of CITY,act of God, or by storm or inclement weather, striices, boycotts or similar politica!actions which prevents the conducting of wark,which SUBDIVIDER cauld not have reasonablyforeseen and, furthermor�, were rtot caused hy or con#ributed to by SUBDIVIDER, shall canstitute good cause for and extension of the time far completion. As a condition of such extensian, the Cify Engineer may require SUBDIVIDER to furnish r�ew securi�y guaranteeing performance af this Agreement as extended in �n increased amount as necessary to compensate far any increase in construction costs as determined by the City Engineer. (23) No Vestinq of RiQhts. Performance by SUBDIVIDER of this Agreement shall not be construed to vest SUBD[VIDER's rights with respect to any change in any zoning or building law or ordinance. Rr,ieue��s9� —18— (24) Notices. Af!notices required or provided for underthis Agreement shafl be in writing anci delivered in persan or sen# by mai[, postage prepaid and addressed as provided in this Section. Notice shall be effective on the date it is de![vered in person, or, if maifed, on the date of deposit in the United States mail. Nofiices shall be addressed as follows unless a written change of address is filed with the City: Notice to CITY: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, California 92260 Attn: Public Worics Director Natice ta SUBDIVIDER: LC1 u�� ° a aP , ` :1 ``t`1 (��v��` �.,.� �.� '� ��`�-�� '�'; . , -; .i :� _ 1: l� ' a , '� . ��'' t'�i�� . ��c'�1��U'tiut"�t�t�...�°l�.f : \c'7�fl�l`1�Y\ Notice to SURETY: ��i�fl�-�..a^� ��a^�C'..�.:�c'�a�� •.�-�� s "`�' � �, '��i�- �>s .�..�'�'�� r`! . - '�CZC �(1 . :. � ti � , .�. . �"1�rt �i�-�7. �C�i�t�"C�'�'�i� (25} Cam�liance With Laws. SUBDIVIDER,its agents, emplayees,contractors and subcontractors shall comply with al!federal,state and local laws in the performance of the impravements and land development work required by this Agreement. (26) Severabi[itv. The provisions of this Agreement are severable. If any portion of this Agreement is held invalid by a court of competent jurisdictian,the remainder of the agreement shall remain in full force and effect unless amended or modified by the mutual consent of the par�ies. (27} Capfions. The captions of this Agreement are far convenience and reference only and shall not define, explain, modify, limit, exemplify, or aid in the interpretation, construction or meanir�g af any provisians of this Agreement. RMPUBIDIE11597 _Z 9- (28) Litiqatian or Arbitratian. In the event that suit or arbitration is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to lit�gafion costs and reasonable attorneys'fees. (29) Incorqorafiion of Recitals. The recitals to this Agreement are hereby incorparated into in the terms of this Agreement. (30) Entire Aqreement. This Agreement constitutes the en#ire agreement of the parties with respectto the subject matter. All modificafiions,amendments,orwaivers ofthe terms af this Agreement must be in writing and signed by the appropriate representatives of,_the parties. (31) Intemretation. This Agreement shall be interpreted in accordance with the laws of the State of Califomia. � (32) Jurlsdiction. Jurisdictian of all disputes over the terms of this Agreement shall be in the County of Riverside, State of Califomia. /1! /// /// /// RMPU9�DJE11597 -2 0- IN WITNESS WHEREOF, this Agreement is executed by the parties as of the date hereinabove first written; by CtTY, by and through its Mayor. CITY O� PALM DESERT SUBDIVIDER By: SUBDIVIDER MAYOR (Proper Notarization of SUBDIVIDER's signature is raquired and shafl be attached) ATTEST: CITY CLERK APPROV AS Tp F�RM: �� C1 ATT��RN EY �.,p�B�,��59� �a i-- PRQPERTY OWNER: William Hay and Denise DuBarry-Hay, husband and wife as ja' t tenants �r � By: Witli��'� Y Date: ��; 1c�"`t 1 By: Denise uBerr ay Da#e: ,��f� ; Scott .�1Alilson, an unmarried man ; � �. ��-..'� By: Scott R.Wilsnn Date: r p !�� ' Matthew V.Johns and Linda 3ahnson, e of the J hns n Fa ly Trust � By: Mat#hew .J nson � Date: /� p � � ; ��_� � � By:�' Lind 1oh'�r,rso—r�� ``�-. D,ate: �1 , �' �i�'j �� Lost Horse Mountain, LC, a California Li �t b'sli p y 8y: atthe .J nson ; Date: �� j � . � , STATE OF CALIF4RNIA. }ss. COUNTY C?F }�i t 3 a,��;/`�1 'l'S�_S� } �n �'�l� ��-r-.\i;t>�"' �-�'�.��:��'S� be�ore me, "1?_f ,fl s;., ,rn�,��;� ; .�;, �� c`� ,�-z�� a notary public, personaily appeared t�.�,� � � � ��,��. t�� who proved to me on the basis a£ satisfactory evidence to be the person whose nam.e is subscribed to the within instrument and acicnowledged to me that he/s�e executed the same in lus/h� authorized capacity, and that by 1us/�i�`t signature on. tha instnzment the person or the entit�y u�on behalf of which the person ' acted,executed the instrument_ I certify under PENALTY OF PERTURY under the Iaws of the State o�Ca�a�ornia that the � foregoing paragraph is true and correct. WITNESS my ha.nd and official seal. t RYAN MABIE TORLAND ,� � - Coh�1.� t866444 Signature� I!i is ; ._ I�l�!t�� :y r�,�r...�� N ko��wr aue��-c�uEo�u U} • - �r�v,�- � - � �ir CoRia�M�9v 21,4013�+ (This srea for o�cial uotarial seal} . ' P6401-103211112842VL.do c , . STATE OF CALTF�RI�TIA }ss. � COUNTY OF 1�`t�!�z''S`� } On h V�'�fl�,��,�' c�.1; ;��`�i , before me, _� r?1�1/1 1f 1� �� i�*,C lr��..'""' a notary public, personally appeared .E�P.c'��'��„k`��'t�l�-- �`� who proved to zne oz�the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that h�lshe executed the same in,�.i�/her authorized eapacity, an.d that by 3��/her signatur� on tke instn�ment the person or the entitq upon behal:f of which the person acted,e�ecuted the instrtzment. I certify under PENALTY OF PERJLTRY under the Iaws of fihe State of California that the foregoing paragraph is true and correct. W.ITNESS my hand and of�'icial seal. ttYAN 1�AR1E TORIANU � COMM.#1886944 . � �vE�ei�o�e�tt�u N c��,�.�--� !AY Ca�y.Eaa.SM.2t,2013 Signatur�`� ,� i��tr��t. �-�.�._� �. __- � (� - . (This acea for official not�ial seal} P6401-1032\1112842v2.doc STATE OF CALIFORN�A }ss. COUNTY OF#d�1,1�P�f`�-��(� �._. � � � ��?��.��' , befare me, .�� ' �, � �� a notary public, persanally appeared `�r�-�:� �_• c x_S � t S7;�... who proved to me on the basis of satisfactory evidence to be the person whose na�me is subscribed to the withi.n instrument an.d acknowledged to me that he/� executed the same in his/t� authorized capacity, and that by his/l�r signature on the instrument the person or �e entity upon behalf of which the person acted, executed th�instrument. I certify under PENALTY OF pEIt7L7RY under the laws of the Sta.te of Califomia that the foregoing patagz-aph is true and correct. WITNESS my hand and off'icial seal. RYAN MARIE TORUkD � — Cor�.�f8664A4 r^ SI�IId�UI' � IfQT RYNfEPR6�04 CbU�lrtY�RNIA ul IfY COM1C EXP.9F1,27,2013"� (TJ�is atea for officiai notsriel seal) P6401-103211112892�.doc . sTaT�oF cAz,z�oz�vzA }SS. COUNTY OF�;l;��;,`,�,1 } On �A..�,��f,�<_,� `�f,� , before me, ��. , a notaty public, personally appeared ..�� t`1`}rz.�i r� "'�"—i .'�,r"t t.t��i_�c'.�C �I1'/,r.��1 G►�Q id� 1/.' ��?ii v, -�Ci�� who proved to rne on the basis of satis£actory evidence to be the person whase name is subscribed to the within instrument and ackaowledged to me that he/s�executed the sazne in his/1�'r authvrized capacity, and that by his/h��z>'szgnature on the instrument the persan or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY Ok'PERTURY under the laws of'the State of California that t1�e foregoing paragraph is true and correct: 'UVTTNESS my hand and off"icial seal. ,.� - �-� RYAH MARIE TORLAND � � wo�v�uei�cB�oAxN � Si atur��1��'�r-�•��1 F,.�—�-��:,�,� � � ur c��a�'?�2ota (This area fot official notsrial seal) P6401-103211]12892�L.doc STATE OF CALIFORNXA }ss. CDUNTY�F�i;�i��;�,�r� } 4n l'��";�fi,ln.'?�,,.�-.-�,�,�.�":�'� , before me, �i , „ /�!1� air.� �,��1�� ( , a notary public, personally appeared /��ra �i"i t.,, :�-� ��:?-; who proved to rne on the bas'rs of satisfactory evidence to be the person whose n.ame is subscribed to the within instn�ment and ac,�nowledged to m�e tkaat I�r�she executed the same in h s/her authorized capacity, and #hat by lu�`�'s/hez signature on the instrument the person or the entity upon behalf of which the person acted,executed the instrament. I cer�ify under PENALTY OF PER7URY under the laws of the State�f Cal�fornia that the foregaing paragraph is true and correct. WI'INESS my hand and offi�ial seal. .. ,.,. r.,. ,•?z�•�RYAH MARIE TORLAND t �-----�--"` �� ,.� r,au�,.�1��R4�4 � 5��Pi� � ,s: �h�l'7.�..w..��r`�:fi...:�_: J�'�.� � M ,•�{ � d'7t;p":U9U1. 1��F?HIIIA � - ��s:. . �... i.iY<kS�Y�:fai,�n . ` inw� :�� aF•�:I )AS�ni ��rr�•K (This area for of�icial notarial seal) P6401-]03211 J 12892v2.doc City of Palm Desert Arc�MS Map Output Page 1 of 1 PARCEL MAP 34211-1 VICINITY MAP ��y � �� LI �'y'. .o,�� a� ,o � ,�- �f,��c� 3�Tf�'-AGE !C.=�,. 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The parties' names and their addresses are as follows: APPLICANT: MATTHEW JOHNSON 73134 Bel Air Road Palm Desert, CA 92260 SCOTT WILSON 45445 Portola Avenue Palm Desert, CA 92260 WILLIAM HAY 49455 Coachella Drive La Quinta, CA 92253 DENISE DUBARRY HAY 49455 Coachella Drive La Quinta, CA 92253 BENEFICIARY: CITY OF PALM DESERT 73510 Fred Waring Drive Palm Desert, CA 92260 ISSUER: FIRSTBANK 73000 Highway 1 11 Palm Desert, CA 92260 1. LETTER OF CREDIT. Issuer establishes this Irrevocable Standby Letter of Credit (Letter of Credit) in favor of Beneficiary in the amount indicated above. Beneficiary may draw on this Letter of Credit with a Draft (or Drafts, if the maximum number of drawings is greater than one1. Each Draft shall be signed on behalf of Beneficiary and be marked "Drawn under FirstBank Letter of Credit No. 804-2475 dated August 27, 2010." Drafts must be presented at Issuer's address shown above on or before the Expiration Date. The presentation of any Draft shall reduce the Amount available under this Letter of Credit by the amount of the draft. This Letter of Credit sets forth in full the terms of Issuer's obligation to Beneficiary. This obligation cannot be modified by any reference in this Letter of Credit, or any document to which this Letter of Credit may be related. This Letter of Credit expires on the Expiration Date. 2. DRAWINGS. Partial drawings shall not be permitted under this Letter of Credit. "Draft" means a draft drawn at sight. 3. DOCUMENTS. Each Draft must be accompanied by the following, in original and two copies except as stated: A. The original Letter of Credit, together with any amendments. Issuer shail be entitled to accept a draft and the documentation described above, as required by the terms of this Letter of Credit, from any person purporting to be an authorized officer or representative of Beneficiary without any obligation or duty on the part of Issuer to verify the identity or authority of the person presenting the draft and such documentation. 4. EXPIRATION DATE. This Letter of Credit expires at the close of business at Issuer's address at 5:00 PM Pacific Time (Time) on August 27, 2011 (Date►. Issuer agrees to honor all Drafts presented in strict compliance with the provisions of this Letter of Credit on or before the Expiration Date. 5. NON-TRANSFERABLE. This Letter of Credit is not transferable. 6. APPLICABLE LAW. This Letter of Credit is governed by the Uniform Customs and Practice for pocumentary Credits, 2006 Revision, International Chamber of Commerce Publication No. 600 (UCPI, or any later version or amendment. This Letter of Credit is also governed by the laws of California, except as those laws conflict with the UCP. ISSUER: FirstBa B � David S. Harper, Vice sident Date /� �� Matthew Johnson Standby Lette�Of Credit CA/4tlturi1100157900007058020082710Y Wolters Kluwer Financial Services°1996,2010 Bankers SystemsT"' Page 1