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HomeMy WebLinkAboutA5741 - CGPM MANAGERS LLC MANAGEMENT CONTRACT FOR LEGENDS AND RESORT GOLF COURSESAMENDMENT NO. b TO MANAGEMENT AGREEMENT (Agreement No. A5741) THIS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT ("Amendment'), made and entered into on this �„ day of July, 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and CGPM Managers, LLC, a Texas limited liability company lawfully doing business in California ("Manager") collectively, the "Parties". RECITALS A. City and Manager originally entered Into a Management Agreement ('Agreement) for the purpose of Manager's provision of management services for the Legends and Resort Golf Courses on October 29, 2008. B. There have been a total of five (5) prior amendments to the Agreement, four (4) of which were numbered and formal, and one (1) of which was informally adopted via a letter agreement (in the aggregate, the "Prior Amendments"); the Agreement and all Prior Amendments thereto are public records in the custody of the city clerk. C. Through Prior Amendments, the Parties have previously extended the term of the Agreement through June 30, 2017, continuing thereafter month -to -month terms. Since July 1, 2017 the Agreement's term has continued without interruption, with each Party having the right to decline to renew the Agreement upon not less than thirty (30) days written notice of its intent, and the right of either Party to terminate the Agreement early without cause upon sixty (60) days' written notice. D. It is the mutual desire of the Parties that the term of the Agreement be formally extended through the end of business on December 31, 2018; during the time through that date, the Parties will meet and renegotiate the terms of the Agreement for a lengthier term going forward. E. It is the mutual desire of the Parties to add the City's "Covenant against Discrimination" to the Agreement, and provide for consistency with the City's current policy and practice. NOW, THEREFORE, in consideration of the foregoing Recitals and the promises and covenants contained herein below, the Parties agree as follows: AGREEMENT 1. The foregoing Recitals are true, correct and incorporated by this reference herein as the factual and legal basis of this Amendment to the Agreement. 74 2. Section 2.3 of the Agreement is amended in its entirety to read as follows: 2.3 Term The tern of this agreement shall begin on October 29, 2008 and shall expire at the close of business on December 31, 2018, and shall automatically renew on a monthly basis thereafter unless either the City or the Manager provides the other Party with at least thirty (30) days' written notice of its intent to not renew the Agreement. Notwithstanding the foregoing or any provision of this Agreement, either the City or Manager shall have the right to terminate this Agreement, early and without cause, upon sixty (60) days written notice delivered to the other party. 3. Section 14.24 is added to the Agreement to read as follows: 14.24 Covenant against Discrimination In connection with its performance under this Agreement, Manager shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Manager shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Manager certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Manager activity, including but not limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Manager is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in City contracting. 4. This Amendment Is supplemental to the Agreement and the Prior Amendments, and is by this reference, Is incorporated in the Agreement as amended by the Prior Amendments (the "Amended Agreement"). All of the terms, conditions, and provisions of the Amended Agreement, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Amended Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Each of the persons executing this Amendment on behalf of a Party warrants to the other Party that (i) the Party on behalf of which he/she executes this Amendment is duly organized, and lawfully in existence, (U) he/she is duly authorized to execute and deliver this Amendment on behalf of the Party for which he/she executes the CGPM Managers, L LC Amendment No. 5 Page 2 of 3 75 Amendment, (N) by and through his/her execution of this Amendment, the Party on behalf of which he/she executes the Amendment is formally bound to its provisions, and that (iv) the entry into this Amendment by the Party for which he/she executes this Agreement does not violate any provision of any other agreement to which said Party is bound. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below. ATTEST: By: Date: o c1 120 j 20 1 APPROVED AS TO FORM: By: lt' , City Attorney Date: aZ f "CITY" CITY OF PALM SPRINGS By: CY Manager Date: Oct L APPROVED BY CITY COUNCIL, • � It L 5 �C 1AM& "Manager" CGPM MANAGERS, LLC By: Century Golf Partners Management, LP By: qlN"S�ELRTt4MEIDJ44kcV--M..-fbL,4-f -4, 00 Date: — CGPM Managers, LLC Amendment No. 5 Page 3 or 3 76 STATE OF TEXAS COUNTY OF TEXAS Before me, the undersigned authority, on this day personally appeared Jack Marquardt, Vice President of CGPM Managers, LLC, known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. SWORN AND SUBSCRIBED this day of January, 2019. Nota Public YOIANDA D. NUNCIO Notary Public, State of Taxes .,,°' Comm, Expires 03-OB-2020 Notary ID 5 336973 AMENDMENT NO. 4 MANAGEMENT AGREEMENT THIS AMENDMENT NO 4 TO MANAGEMENT AGREEMENT ("Amendment') is made and entered into this 200 day of June, 2012 by and between the City of Palm Springs, a California charter city("City')and CGPM Managers, LLC ("Manager") RECITALS A. City and Manager entered into a Management Agreement for the purpose of managing the Legends and Resort Golf Courses on October 29, 2008. B. The term of the Management Agreement provides that Management Agreement currently expires on June 30,2012. C. It is the desire of the Parties that the Management Agreement be extended for a period of five years until June 30, 2017, AGREEMENT 1. The foregoing Recitals are true and correct. 2. Section 2.3 of the Management Agreement is amended to read, in its entirety, as follows: 2.3 Term The term of this agreement shall begin on October 29, 2008 and shall expire at the close of business on June 30, 2017 and shall automatically renew on a monthly basis thereafter unless or until either the City or the Manager provides the other Party with at least thirty (30) days written notice of its intent to not renew the Agreement. Notwithstanding the foregoing or any other provision of this Agreement, either the City or Manager shall have the right to terminate this Agreement early without cause upon 60 days written notice delivered to the other party. 3. Except as expressly provided above, all other terms and conditions of the original Management Agreement shall remain unchanged and in full force and effect. Page 1 of 2 City of Palm Springs APPROVED BY CITY COUNHITM �o eta 811 dal � By: a Date David H. Ready,pwrvlanager APPROVED AS TO FORM: ATTEST: 4 By: — By: Doug as C. Holland James Thompson City Attorney City Clerk CGPM MANAGERS, LLC "Manager" f �� I ' I- By: i Date Name: Title: ���� c Page 2 of 2 �M r, 94-TW MANAGEMENT AGREEMENT THIS AMENDMENT NCO. 3 TO -Q�NAGEMENT AGREEMENT ("Amendment") is made and entered into this �: day o " 011 by and between the City of Palm Springs, a California charter city ("City") and CGPM Managers, LLC ("Manager'). RECITALS A. City and Manager entered into a Management Agreement for the purpose of managing the Legends and Resort Golf Courses on October 29, 2008. B. Amendment No. 1 to the Management Agreement, dated June 9, 2010, extended the term of the Management Agreement until June 30, 2012. Amendment No. 1 also provides that the term of the Agreement is automatically renewed on a monthly basis after June 30, 2012 unless or until either the City or the Manager provides at least 30 days written notice to the other party. Amendment No. 2 to the Management Agreement permitted an assignment of the City's obligations under an agreement between the City and the Coachella Valley Mosquito and Vector Control District for the treatment of red imported fire ants. C. The City and EverBank Commercial Finance, Inc. have entered into that certain Master Equipment Lease Agreement dated of even date herewith (the "Cart Lease"). D. This Amendment No. 3 extends the Manager's indemnification obligations and responsibilities under the Management Agreement to apply to the Cart Lease. E. Attached hereto as Exhibit G is the Cart Lease, which is incorporated into and made a part of the Management Agreement by this reference. NOW, THEREFORE, in consideration of the foregoing Recitals and the promises and covenants contained herein below, City and Manager agree as follows: AGREEMENT 1. The foregoing Recitals are true and correct and are incorporated into this Amendment. Page 1 of 3 678705.2 ATNIQ�'0f[ 2. Section 14.13 of the Management Agreement is hereby amended by adding the following two sentences at the end of the section: "Furthermore, Manager shall, during the Term of this Agreement, indemnify, defend and hold harmless City and City's agents, employees and legal representatives harmless of and from all liability, loss, damage, cost or expense (including, without limitation, reasonable attorney's fees and expenses, whether incurred at the trial, pretrial or appellate level) arising in any way from the Cart Lease or the performance of any obligations thereunder. The foregoing sentence shall not survive the termination of this Agreement, provided however that the foregoing indemnification shall apply to any liability, loss, damage, cost or expense arising from facts, acts or omissions related to performance of Cart Lease obligations which occur prior to the termination of this Agreement, even if the liability, loss, damage, cost or expense is incurred after the termination of this Agreement." 3. Except as expressly provided above, all other terms and conditions of the Management Agreement, as amended, shall remain unchanged. "CITY" CITY OF PALM SPRINGS Date: By, z David Ready, City N99 BY CITY MANAGER 6 On APPROVE hn nLa\ (obb S TO FORM: ATTEST: By: Do glas Holland James Thompson City Attorney City Clerk "MANAGER" CGPM MANAGERS, LLC Date: (���� By: Nam . Title: Page 2 of 3 678705.2 Exhibit G Cart Lease Page 3 of 3 678705.2 i i EveriBank MASTER EQUIPMENT LEASE AGREEMENT EverElank Commercial Finance,Inc, COMMERCIAL FINANCE' 10 Waterview Boulevard Parisi 101 NJ 07054 ` LESSEE Lessee Name Federal Tax ID Number' I INFORMATION CITY OF PALM SPRINGS, CALIFORNIA 95-6000767 D/B/A TAHQUITZ CREEK GOLF RESORT Headquarters Street Address/CRy/Couhly/Slataop 1885 GOLF CLUB DRIVE, PALM SPRINGS, CA,92264 Lease Number Lessee Phone Number i 40911004 760-328-1005 This MASTER EQUIPMENT LEASE AGREEMENT ("Master Lease") is made this November 8, 2012 by and between EverBank I( Commercial Finance,Inc.("Lessor')and the Lessee referenced above("Lessee'.) The parties agree as follows: 1. MASTER LEASE- Lessor agrees to lease to Lessee and Lessee more than one Rem payment is made by Lessee in advance, the agrees to lease from Lessor the equipment,software,flxaaes,personal second(and any other advance Rem payment)shall be applied to rental property and/or other property described In each schedule("Equipment payments scheduled under the Lease In Inverse order of maturity, Schedule") from time to time signed by Lessor and Lessee that Should Lessee tail to pay any pad of any Rent within 10 days of its due Incorporates this Master Lease by reference (such property together date,Lessor shall(a)impose a late charge equal to 5%of the amount of with all replacements,repa-as,additions and accessions thereto being the fate payment and(b)commencing 30 days after any such payment referred to herein as the'Equlpment").Each Equipment Schedule that Is due under the Lease,assess Interest on such delinquent payment incorporates this Master Lease is sometimes hereinafter referred to as a until paid at the rate of 1.596 per month. However.If such late charge 'Lease." Each Lease shall constitute an agreement separate and and/or interest exceeds the maximum amouid of interest permitted by distinct from this Master Lease and any other Lease. In the event of a applicable low, such excess shall be reduced to the maximum rate conflict between the terms and conditions of an Equipment Schedule permitted by law. IF THE LEASE IS REPLACING AN EXISTING and the terms and conditions of this Master Lease, the terns antl LEASE,THE NEW RENT PAYMENT WILL INCLUDE THE BALANCE conditions of the Equipment Schedule shag govern;.but only with OF THAT LEASE AND RESULT IN A GREATER AGGREGATE COST respect to the corresponding Lease. TO LESSEE. 2. TERM. The obligations of the parties shag commence upon the full 4. NET LEASE;RENT PAYMENTS ABSOLUTE. Each Lease is a net execution of this Master tease and shall continue until each party has lease and Lessee's obligations to pay,Rent in full when due are absolute satisfied their respective obligations in this Master Lease and under and unconditional and shag not be subject to any abatement reduction, .each Lease. The"Lease Term"for each Lease shall commence on the set off,counterclaim,rewupment defense or other right which Lessee date Lessee accepts the Equipment by executing a Delivery and may have or assert against Lessor,the supplier of the Equipment or any Acceptance Certifioste ("Commencement Date') and, unless other person or entity. terminated earlier as provided in the Lease, shall continue for the number of months specified in the Equipment Schedule from the first S. DELIVERY AND INSTALLATION. Lessee will select the Equipment Rental Due Date (as defined below). If the Equipment Schedule to meet its specficaflorts and,in reliance thereon.Leases will order such provides for a Renewal Option, the Lease Tern shall include any Equipment from the supplier(s)specified by Lessee or,if Lessee has RarrewaLTerm(s)selected by the Lessee and/or any other extension as previously entered into a purchase order or supply contract, such provided in the Lease. _ purchase order a supply ocntract shall be deemed assigned to Lessor upon execution of the relevant Equipment Schedule. Upon delivery 3. RENT;ADJUSTMENTS. Lessee agrees to pay Lessor rent for the and acceptance by Lessee of the Equipment designated in an Equipment. In the amount specified in the Equipment Schedule Equipment Schedule, Lessee will execute and deliver to Lessor a ("Rent"),due and.payable on each Renal Due Date during the Lease Delivery and Acceptance Certificate. Lessee shag make all delivery Term without notice or demand, and any other charges. advances or arrangements with each supplier arid,at Lessee's expense,will pay all reimbursements due Lessor pursuant to the Lease,due upon demand transportation, packing, taxes, duties, installation, testing and other by Lessor from time to lime. Lessee further agrees to pay Lessor,on charges in connection with the delivery, Installation and acceptance of the first Rental Due Date,interim rent for and partial first month during the Equipment. Lessor shag have no liability to Lessee for delivery the Lease Term in an amount equal to 1130 of the Rem for each day delays or failure of the supplier to deliver goods meefing the purchase from and Including the Commencement Date to and excluding the first order specifications. Lessee is.hereby authorized to ad as Lessor's Rental Due Date.Unless otherwise set forth in the applicable Equipment agent in inspecting, accepting and rejecting delivery of Equipment. Schedule, the 'Rental Due Date" means the 1e or lVh day of the provided that all claims asserted by any supplier by reason of Lessee's calendar month as designated by Lessor. Lessee authorizes Lessor to rejection of any goods shall be Lessee's sole responsibility to defend, . ... ... .. ...adjust the Rent payment up or doom by not more than 15%If the total resolve and pay. amount paid by Lessor for the purchase,delivery and Installation of the - Equipment including any trade-up and buyout amounts -(the Total 6 DISCLAIMER OF WARRANTIES. Lessee acmowdedges that Cash Price')differs from the originally estimated and documented price Lessor is not the manufacturer or supplier of the Equipment,ands not thereof. Lessee further authorizes Lessor to increase the Rent the agent of any such manufacturer or supplier. No representation or payment if the Commencement Date occurs after the date Lessor promise made by any manufacturer or supplier of the Equipment will be proposed the relevant Lease to Lessee,to reflect any increase()from deemed made by or binding Upon Lasser. LESSOR MAKES NO the date of such proposal and(it)to the Commencement Date in the EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF interest rate swaps('Swaps Rate')that most-dosely approximates the ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT, term of such Lease(determined as of the last day in the week ending INCLUDING BUT NOT LIMITED TO: THE MERCHANTABILITY OF prior to earn of such dates). The Swaps Rate Is published in the THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR Federal Reserve Statistical release H.15 and can be found at PURPOSE; THE DESIGN OR CONDITION OF THE EQUIPMENT; http:/luau federalreserve cowlmil sesfil5fupdatef. The Rant payment THE QUALITY, CAPACITY OR SUITABILITY OF THE EQUIPMENT; will be a fixed amount for the term of the Leslie. Ali Rent shall be COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF payable to Lessor and delivered to Lessors office or such other piece ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING as Lessor may designate in writing at any fine. An advance Rent THERETO;PATENT OR COPYRIGHT INFRINGEMENT;OR LATENT payment shall be applied as the first Rent payment under the Lease.It DEFECTS,IT BEING AGREED THAT THE EQUIPMENT IS LEASED Master Equipmed Lease Agreement-Golf and TudV12 09012012 I - 'AS I$"AND THAT ALL SUCH RISKS,As BETWEEN LESSOR AND 12, RISK OF LOSS, Lessee is responsible for any foss, Osft or _ LESSEE,ARE TO BE BORNE BY LESSEE AT 17S SOLE RISK AND destruction of,or damage to, the Equipment(collsolvely"Loss")from EXPENSE. Lessor will have no tabllfty to Lessee or third patties forany any cause at at,whether or not insured,unit O is delivered to Lessor at direct,Indirect,spacial or consequential damages of any kind or nature the end of this Lease, Lessee is required to make at Rent Payments arlaing out of this Master tease,any Lease,or in connection with Ina even if there is a Loss. Lessee must notify Lessorin writing immediately Equipment of any Loss. Than,at Lessor's option,Less"will either(a)repair the Equipment so that It is in good condition and working order,eligible for 7. ASSIGNMENT OF WARRANTY RIGHTS. Lessor hereby assigns to any menufaDhirees certification. (b)replace such Equipment with like Lessee, for the Lease Term, any manufachaees and/or supplier's equipment in good repair, condition and working order acceptable to warrmntles with respect to the Equipment and,provided no Default has Lessor,with dear title to such replacement equipment vested in Lessor, occurred and remains uncured,Lessee is hereby authorized to enforce or(c)pay Lessor the amounts specified in Section 19 below. such warranties,in Its name,at Lessee's sole expense. 13. MAINTENANCE, REPAIRS AND ALTERATIONS. Terms and S. TITLE.Title to the Equipment shall remain solely with Lessor. No cordillonw regarding maintenance and repairs shall be set forth in the right,tide or interest in or to the Equipment shall pass to Lessee other Addends to to Equipment Schedules to this Master Lease. than the right to possess and use the Equipment for Ore Lease Term i and such transfer is conditioned upon Lessee's compliance with the 14. INSURANCE. Lessee shall provide and maintain at its expense(a) terms and conditions of the Lease. Lessee,at ifs expense,will defend property insurance against the loss,Oren or destruction of.or damage Lessor's she to the Equipment and will keep the Equipment free from all to,tine Equipment for its full replacement value,naming Lessor as loss I claims, liens, encumbrances and legal processes of Lessee's creditors payee,and(b)pt4pga liability insurance In a midmum amount of one and other parties,except for those claims created by or through Lessor. million collars and third party property insurance, In each instance At Lessor's request Lessee shah affix Identification prates or markings naming Lessor as an additional Insured_ Lessee shall provide to Lessor to the Equipment clearly indicating Lessor's ownership. If any Lease Is certificates a other evidence of such insurance when requested.Such deemed to be a lease intended for seemly, to secure Lessees insurance will be in a Torn,amount Qhcuding the mirimurn amount for obligations under such Lease and under at other indebtedness at any public fiabltgr Insurance stated above)and with companies acceptable time owing by Lessee to Lessor,Lessee grants to Lessor a Oast priority to Lessor,and will provide that Lessor will be given 30 days advance seeurfty interest in the Equipment subject to such Lease and any and all notice of any cancellation or material change of such insuraince. Lessor proceeds from the use. rental or sale of such Equipment. LESSEE reserves the right to reject Lance's insurance carrier for reasonable IRREVOCABLY AUTHORIZES LESSOR TO FILE A COPY OF THIS cause. IF LESSEE DOES NOT GIVE LESSOR EVIDENCE OF LEASE ANDIOR ANY OTHER DOCUMENT AS A FINANCING INSURANCE ACCEPTABLE TO LESSOR,LESSOR HAS THE RIGHT, STATEMENT AND APPOINT LESSOR OR ITS DESIGNEE AS BUT NOT THE OBLIGATION, TO OBTAIN INSURANCE COVERING LESSEE'S ATORNEY4N-FACT TO EXECl1TE AND FILE, ON LESSOR'S INTEREST IN THE EQUIPMENT FOR THE TERM OF THIS LESSEE'S BEHALF,IF REQUIRED,SUCH FINANCING STATEMENTS LEASE, INCLUDING ANY RENEWAL OR EXTENSIONS. LESSOR COVERING THE EQUIPMENT AS LESSOR MAY DEEM NECESSARY MAY ADD THE COSTS OF ACQUIRING AND MAINTAINING SUCH AND REIMBURSE LESSOR FOR CAST OF SUCH FILINGS AND LIEN INSURANCE AND LESSOR'S FEES FOR LESSOR'S SERVICES IN SEARCHES. PLACING AND MAINTAINING SUCH INSURANCE(COLLECTIVELY, 'INSURANCE CHARGE'), ON WHICH LESSOR MAY EARN A 9. PERSONAL PROPERTY. All items of Equipment shall at at times PROFIT, TO THE AMOUNTS DUE FROM LESSEE UNDER THIS be and remain personal property notwithstanding that any such LEASE, Such Insurance may duplicate coverage provided under Equipment may now or hereafter be affixed to realty. Lessee, at his Lessee's existing potty. Lessee will pay the Insurance Charge in equal expense, shag obtain all such waivers as Lessor may reasonably installments allocated to the remaining Rent payments. Nothing In this require to assure Lessor's title and interest In,access to and right to Lease will create an insurance relationship of any type between Lessor remove the Equipment, - and any other person. Lessee acknowledges that Lessor is not required to secure or maintain any insurance, and Lessor will not be liable to 10. USE,LOCATION AND INSPECTION OF EQUIPMENT. So long Lessee ff Lessor terminates any insurance coverage that Lessor as Lessee is not in Default under the Lease,Lessee shall be entitled to arranges. Lessee hereby appoints Lessor as Lessees attomey-inn-fact possess and use the Equipment for its business purposes in conformity to make claims for, receive payment of, and execute and endorse all with all applicable laws,ordinances,regulations,the requirements of all documents,checks,or drafts issued witH respect to any Loss under any applicable insurance policies and of any applicable manufacturer's or Insurance policy relating to the EqulpmmL supplier's warranties. Lessee shall bear all costs In connection with the operation and maintenance of the Equipment. The Equipment shall be 15. RETURN OF EQUIPMENT. Upon expiration, cancellation or delivered, at Lessee's dlectim and responsibility, to the location lamination of the Lease Term,or upon Lassoes demand after a Default, specified in the Equipment Schedule and shall not thereafter be all,but not less than all,of the Equipment shag be immediately returned removed from such location without the advance written consent of to Lessor as provided heroin unless (a) Lessee has exercised a Lessor. Lessor shall have the right from time to time during Lessee's purchase option provided hereunder or(b)Lessor has requested that normal business hours to enter upon Lessee's promises or elsewhere Lessee(provide temporary on-site storage, after which the Equipment for the purpose of coMmhkg the existence, condition or proper shall be returned to Lessor.The return temps and condtions shall be set maintenance of the Equipment Lessee shall not,except with Lessor's forth in the Addenda to the Equipment Schedules to this Master Lease. prior written consent pan with possession or control of the Equipment ---- or dispose of or encumber arty interest in the Equipment or under Oho _16. PURCHASE AND RENEWAL OPTIONS. If no Default exists under Lease. a Lease,lessee Wit have the option at the end of the Lease Term or my Renewat Term to purchase all (but not less than all) of the 11. TAXES AND FEES. Leases will pay all excise taxes,sales and use Equipment at the Purchase Option price shown on the front of the taxes,personal property taxes,and all other taxes and charges which Equipment Schedule,plus any applicable taxes. Unless the Purchase may be Imposed by any governmental entity during the term of this Option price is$1.00,Lessee must give Lessor at least 90 days written Lease, arising from the use, acquisition, ownership or leasing of the notice before the and of the initial Lease Tenn that Lessee will purchase Equipment, whether due before or after termination of the Lease. the.Equipmert or that Lessee will return the Equipment to Lessor. If Lessee will reimburse Lessor for all administrative costs associated with -Lessee does not give Lessor soon written notice or O Lessee does not the preparation, filing, payment and other costs necessary tic property purchase or deliver the Equipment in accordance with the terns and administer taxes associated with the Equipment Where required.by conditions of the Lease, the Lease will automatically renew for law.Lessor will fie the personal property tax returns with respect to the consecutive terms of three(3)months each until Lessee provides such - Equipment,and Lessee shall pay Lessor in advance,and at the tims(s) notice and delivers the Equipment to Lessor. During such renewal(s) Lessor requires, the taxes that Lessor anticipates will be due during the the Rent payment will remain the same. Lessor may cancel an year. - automatic renewal term by sending Lessee written notice 30 days prior to such renewal term. If the Fair Market Value Purchase,Option has been selected,Lessor wit use its reasonable judgment to determine the Master Equipment Lease Agreement-Golf and Tud V12 09012012 Equipment's in use and in place fair market value. if Losses does not 18. EVENTS OF DEFAULT.Each of the following Is a"Defauh"under j agree with Lessor's determination of the Equipment's fair market value, this Lease: (a) Lessee falls to pay any Rent payment or any other the fair market value(In use and in place)will be determined at Lessee's payment within 10 days of his due date:(b)Lessee falls to perform any - expense by an independent appraleer selected by Lessor. Upon of is other obligations under this Lease.or In any other agreement now payment of the Purchase Option price, plus applicable taxes, Lessor existing or hereafter made wVi Lessor or with any of Lessors affiliates j shall transfer its i nterest in the Equipment to Lessee"AS IS,WHERE and such failure centimes for 10 days after Lessor notifies Lessee of it; IS"without any representation or warranty whatsoever and this Lease (c) Lessee becomes insolvent or Is dissolved, or Lessee assigns Its will terminate. With respect to items of Equipment consisting of assets for the benefit of its creditors, or enters (voluntarily or software,Lessee's right to continue use such software vlti be subject to Involunta fly) any bankruptcy or reorganization proceeding; (d) any the applicable license agreement. guarantor of tits Lease ("Guarantor") dies, does not perform its obligations under the guaranty or any other agreement now existing or 17. INDEMNIFICATION.Lessee assumes loci for and agrees at its hereafter made with Lessor,or becomes subject to one of the events oven expense to mdemnty,hoot harmless and defend Lessor and any Noted In clause (b) or (a) above; (a) Lessee or arty Guarantor assignee, and their respective employees and agents (each an consolidates with, merges with or Into, or convoys or leases ail or a Indemnities").from and against any and all ds4ns, I abAiBes, losses, substantial part of its asses to any person or engages In ary other form damages,and expenses(including attorneys'fees and legal expenses of reorganization,or there is a change in the legal structure of Lessee or and Lessor's internal adminstratan costs) of every Idnd or nature any Guarantor.In each case which iamb,in the Sete opinion of Lessor, entering out of or in connection with: (a)the Lease, including but riot In a material adverse charge in Lessee's or such Guarantors ability to limited to, any breach of a representation or warranty,a Default (as perform its obligations under the Lease many Guaranty,respectively,or defined hereinafter) and/or proceeding in bankruptcy with respect there Is otherwise a charge in control of Lessee or any Guarantor; (f) thereto; (bathe ordering, purchase, delivery, installation, ownership, Lessee or Guarantor makes or gives any false or misleading selection, possession, loaning, operation, use, maintenance, representations or warranties at anytime or in any manner In connection transportation and reborn of the Equipment(including talent and other .with the Lease;(g)Lessee or any Guarantor shag be in default under defects, whether or net discoverable by Lessee or Lessor); (c) any any obligation for the payment of borrowed money or the defamed claims based on strict tort lability a warranty and any claim for patent, purchase price of,or for the payment of any rent due with respect to, trademark or copyright Infringement, (d) any claim relating to any any real or personal property. A Default with respect to any Equipment Interruptions of service,loss of business or consequential damages and Schedule shall constitute a Default for all Equipment SchedMes ant all (a) any data Lessee ties stored witiffih the Equipment (collectively, otim agreements with Lessor and Its affiliates. 'Claims'). Lessee shag not be required to Indemnify an Indema'dee - against Claims to the extent such Claims result directly from the actual, IS. REMEDIES. If a Default occurs,Lessor may do one or more of the but not imputed, gross negligence or wilful misconduct of such following:(a)Lessor may cancel or terminate this Lease or ary or all Indemntlee. lessee shall,at tts own cost and expense,defend any and other agreements that Lessor has entered Into with Lessee;(b)Lessor all Claims which may be brought against any lnndarhnitee,either alone or may requite Lessee to Immediately pay Lessor, as compensation for in conjunction with others upon any such liability or claim or claims and loss of Lessors bargain and not as a penalty, a sum equal to(i) all . shag satisfy, pay and discharge any and all judgments and tunes that unpaid.Rent payments for the remainder of the ten plus Lessors maybe recovered against any Indemnitee,in any such action oractimhs. anticipated residual Interest in the Equipment If applicabto,discounted If the Purchase Option shown on the front of any Equipment Schedule to present value at a simple interest fate par annum equal to the the to this Lease Is other than a nominal purchase option, than Lessee discount rate of the Federal Reserve Bank of New York on the acknowledges tat Rental Payments are calculated on the assumption Commencement Date of the Lease, plus.@)all other amours dire or that lessor will realize certain income tax benefits under state and that become due under this Lease; (c)Lessor may require Lessee to federal law as the owner of the EquIpmeM and the Lessor under this deliver the Equipment to Lessor as set forth herein and terminate use of Lease. As used herein a 'Tax Benefit Loss" shall mean (1) the any software component of the Equipment;(d)Lessor or Its agent may Lessors loss of or loss of the right to claim or recapture all of or any peacefully repossess the Equipment without court Order and Lessee will pat of the federal or state income tax benefits Lessor anticipated as a riot make any claims against Lessor for damages or trespass or any result of entering Into this Lease and owning the Equipment or (2) other mason;and(a)remedy such Default including making repairs or taxes incurred by Lessor as a result of the inclusion In Lessors modifications to the Equipment for the account and expense of Lessee, Income for federal or state Income tax purposes of any amount other and Lessee agrees to reimburse Lessor for aft of Lessors=s and than Rental Payments hereunder due to any modification of the expenses; (f) apply any deposit or other cash collateral or sale or Equipment,other action or failure to act by Lessee. If Lessorsuffema remarketing proceeds of the Equipment at any time to reduce any Tax Benefit Loss for any reason other than(1) Lessors sale of the amounts due to Lessor, and (g) exercise any other right or remedy Equipment other than due to a Default(11)failure of Lessor to have which may be available to Lessor under applicable law. Notice of sufficient income to utilize its anticipated tax benefits or failure to claim Lessors intention to accelerate, notice of acceleration, notice of such tax benefits In a timely manner or 011) a change in tax law nonpayment, presentment, protest notice of dishonor, a any other (Including a change in tax rates)that becomes effective after the date notice whatsoever are hereby waived by Lessee and any Guarantor. of this Lease, then Lessee shall pay to Lessor a lump sum amount Interest on all unpaid balances more than thirty days past due shall that after the.payment of all federal,state and local taxes and using accrue at the lesser of 1.50/6per month,or tie maximum rate allowed by the same assumptions as to tax benefits and other matters Lessor law,until paid in full. The exercise of any of the foregoing remedies by used in originally calculating the Rental Payments will, In Lessor's Lessor vrffi not constitute a lamination or cancellation of the Lease reasonable opinion,maintain Lessors net after-tax rate of return and unless Lessor so notifies Lessee in writing. At any sale of the cash tows with respect to this Lease as they would have been Equipment pursuant to this Section 19, Lessor may bid for the enjoyed if such Tax Benefits Loss had not occurred. Lessor will nutty Equipment Notice required, t any, of any sale or other disposition Lessee of any claim that may give rise to Indemnification under this hereunder by Lessor shall be satisfied by the mailing of such notice to paragraph but will be under no obligation to contest any such claim. Lessee at leastten(10)days prior to such sale or other disposition. In In any event, Lessor shall control all aspects of any settlement and the event Lessor takes possession and disposes of the Equipment the contest and, whether such contest is successful or not Lessee shall proceeds of .promptly pay all legal fees and other out-of-pocket expenses marred any such disposition shal be applied in the following order:(i)to all of by Lessor in defending such claim. For purposes of this paragraph. Lessors costs, charges and expenses incurred In taking, removing, the term "Lessor includes any member of an affiliated group which holding,repairing and selling or leasing the Equipment and/or otherwise Lessor is or may become a member of in the event that consolidated enforcing Lessors rights hereunder,(11)to the extent not previously paid tax returns are filed for such affiliated group for federal income tax by Lessee,to pay Lessor for any amounts then remaining unpaid Under _purposes. the Lease; (ili) to reimburse Lessee for any sums previously paid by Lessee as damages hereunder; and (iv)the balance,If any, shall be The Indemniflcafion provisions of this Section 17 shall confine In full retained by Lessor. Lessee will remain gable for any amounts that force and effect notwithstanding the expiration or other termination of remain due after Lessor has applied such net proceeds.Termination of this Master Lease or any Lease. - a Lease under this Section 19 shell not affect Lessee's duty to perform Lessee's obligations under such Lease to Lesser in fug..Lessee agrees Master Equipment Lease Agreamrae-Got and Tun V12 OW12012 I tt' to reimburse Lessor on demand for any and all costs and expenses for such fiscal year prepared by an Independent certified public Incurred by Lessor In enforcing Its rights and remedies hereunder accountant and(b)within forty-fire(45)days after the and of each fiscal following the occurrence of a DefaulL-including, without limitation, quarter,the internal financial statements of Lessee as at the wsf of such reasonable attomey's fees,the costs of repossession,storage,Insuring, fiscal period,Including a balance sheet and Income statement,all prepared m4ettkg, selling and disposing of any and ag Equipment, all pre- In accordance with generally accepted accounting principles consistently judgment and postjudgment actions taken by Lessor and all actions applied,unaudited but carified to be We aril accurate,subject to normal taken by Lessor in any bankruptcy proceeding Involving the Lessee,the year-end adjustments.by Lessees principal executive officer orb principal Equipment andfor any Guarantor and Lessors internal administration financial officer. In addition,Lessee shall promptly inform Lessor of any costs. Lessors remedies under the Lease shall rot be deemed Defmdt(as defined herein)or any events or changes in the financial exclusive, but each shall be cumulative and in addition to any other condition of the Lessee which may result in a material adverse change remedy referred to above or othe vise available at law or equity. in Lessee's financial condition;and Waiver of any defaulter breach of the Lease shag not be construed as a waiver of subsequent or continuing defaults or breaches. (1) Lessee will not change Its state of Incorporation or organization or its name as it appears In official finings in the state of Its incorporation or 20. LESSEES REPRESENTATIONS, WARRANTIES AND organization without giving Lessor at feast 10 days prlorvaitten notice. COVENANTS. Lessee hereby represents,warrants and covenants to Lessor that with respect to this Master Lease and each Equipment 21. ASSIGNMENT. LESSEE MAY NOT ASSIGN.SELL,TRANSFER' Schedule executed hereunder: OR SUBLEASE THE EQUIPMENT OR ITS INTEREST IN THIS LEASE. Lessor may,without notifying Lessee,sell,assign,or transfer this Lease (a) If Lessee Is a corporation, partnership or other business entity, and Lessors rights to the Equipment. Lessee agrees that the new Lessee(1)Is duly organized,validly existing and In good standing under owner wig have the same rights and benefits that Lessor has now under j the laws of its state of organization, (d)is quali(fed to do business in this Lease but not Lessor's obfiganci ns,The rights of the new owner will every jurisdiction in which such qualificaOan Is necessary and where the not be subject to any Balm,defense or setoff that Lessee may have '. Equipment Is located, (ilI) has the power and authority to own its against Lessor. Upon request,Lessee will acknowledge in writing Its properties and carry on its business as now being.conducted and to receipt of notice of any such assignment. execute and perform this Maser Lease and each Lease,and(iv)has duly authorized the execution,delivery and performance of this Master 22. SEVERABILITY. Any provision of this Master Lease many Lease Lease and each Lease; which Is prohibited or unenforceable many jurisdiction shall,as to such jurisdictlon, be ineffective to the rodent of such prohibition and (b)No approval is required from any regulatory body,board,authority or unenforceable Without Invalidating the remaining pmv4sions hereof. To commission,nor from any other administrative or governmental agency the extern permitted by applicable law, Lessee hereby waives any with respect to the execution and performance of this Master Lease or provision of law that prohibits or renders unenforceable any provisions any Lease,or If required,such approval has been obtained; hereof in any respect (c)This Master Lease and each Lease constitutes the legal,valid and 23. NOTICES.- All notices, reports, demands and other documents binding obligation of Lessee, enforceable in accordance with Its terms, provided for herein shall be deemed to have been given or made when and The execution,delivery and performance hereof by Lessee win not sent by first class cadified mail,return receipt requested or delivered by violate any provision of any law,any order of any court or of any other a nationally-recognized overnight courier, addressed to Lessor a agency of government or any Indenture,agreement or other Instrument Lessee at#heir respective addresses set forth In the heading to this to which Lessee or any Guarantor is sporty, or by or under which Master Lease m such other addresses as either of the pales hereto Lessee or arty Guarantor Is bound, or be In conflict with, result In a may designate in writing to the other from time to time for such purpose. breach of,or constitute(with due notice andfor lapse of time)a default under any such Indenture.agreement or other Instrument; 24. AMENDMENTS; WAIVERS; FAX SIGNATURES; MISCELLANEOUS. This Master Lease and the Equipment Schedules (d)All balance sheets,statements of profit and loss and other financial executed by Lessor and Lessee constitute the entire agreement data that have been delivered to Lessor with respect to Lessee or any between Lessor and Lessee with respect to the Equipment No term or Guarantor (1) are complete and correct in all material respects. (11) provision of any Lease may be changed, waived, amended or accurately present the financial condition of Lessee and such Guarantor terminated except by a When agreement signed by both Lessor and as of the date,and the results of its operations for the periods for which, Lessee, except that Lessor may insert certain Information in the the same have been fumisheid, and till) have been prepared In Equipment Schedules to conform to facts Indicated in the applicable accordance with generally accepted accounting principles consistently Delivery&Acceptance Certificates, Including complete descriptions of followed throughout the periods covered thereby; an balance sheets Equipment,serial numbers and costs and consequential adjustments to disclose all known Ilabinlies,direct and contingent,as M their respective the Rent, and to correct obvious mistakes. Lessee agrees to pay dates;and there has been no change in the condition of.Lessee or any Lessor an origination fee,In the amount set forth on the invoice or other Guarantor, financial or otherwise, since the date of the most recent statement of account accompanying the Equipment Schedule,due and i roncial.statements delivered to Lessorwith respect to lessee and payable at the first Rental Due Date. It is the express intent of the such Guarantor,other than changes in the ordinary course of business, parties not to violate any applicable usury laws.or to exceed the none of which changes has been materially adverse; maximum amount of interest permitted t0 be charged or collected under applicable law, and any such excess payment win be applied to Rent - - - -- - -(a)No mortgage,deed of trust or other lien of any nature wdhatsoever payments in inverse order of maturity,and any remaining amounts will which now covers or affects,or which may hereafter cover or affect,any be refunded to Lessee. ff more than one Lessee has signed the Lease, property or Interest therein of the Lessee,now attaches or hereafter will each of the Lessees shall be jointly and severally liable for performing attach to the Equlpmentbr In any manner affects or will affect adversely all of the obligations and duties whder.the Lease. A fax version of Lessors right,tide and Interest therein; - Lessee's signature on the Lease shall be binding upon Lessee as if originally signed; however, the Lease shall be binding upon Lessor (f)Thus are no suits or proceedings pending. or to the knowledge of when signed by Lessor. Lessor and Lessee agree that the version of Lessee,threatened,in any,court or before any regulatory commission, the Lease with the Lessors original signature shag constitute the board or other administrative governmental agency against or afteding original authoritative version, Lessee or any Guarantor,which will have a material adverse effect on the financial condition or business of lessee or such Guarantor; 25. UCC ARTICLE 2A; GOVERNING LAW, WAIVERS AND JURISDICTION. Each Lease shall be governed by and interpreted (g) An information concerning the financial condition and business under the Internal laws of the Slate of California. If Article 2A of the operation of Lessee Submitted to Lessor pursuant to this Master Lease UCC Is applicable to the Lease,the Lease will be considered a'finance or any Equipment Schedule shall be true and cored; lease" as that term is defined therein. Lessee acknowledges that Lessee either has a) reviewed approved and received a copy of the (h)Lessee will furnish Lessor(a)within one hundred twenty(120)days supply contract or purchase order or b)received from Lessor the identity after the end of each fiscal year,a copy of Lessee`s financial statements of the supplier,been informed that Lessee has certain tights under the Master Egalprnent Lease Agreement-Golf and Tud V120e0h 2012 I stow co t9at ov Pvmh@'ee ordar, 9te Ytfat Lrxoseef rm aental t the LES1§011- C6S8�E IlI RF$Y t13REYOCAPLY"uttt3Tv1PI�Gf?tdE�iAtLY 6UppW for�'Gescv pon Of th�Se d$t118.1=9sSe@ 4Y131kMS�ap t�$rt�+�r9q !(N U�YE'RN.� .DkJ�NALL To'tNE J63W391CT.9(SN.QF ANY Sot H f a as r�$edr�,*ktti ifalttt!®ftxA a;r,^ iiN�tt liftf3u4�luat PXT `S3 $LCRTi«p� 8Y LESS DR� rN RELAT1ott 3'© $IICFI tltNltettto( and+r ,t ho,rePkftlfata or ra el fttel.easm t2j arry tlSht`fn R IN'.AfdY LITYRATIfffiJ ARISRtG 1(NRfra&AW re"t toCleY of £ne Erfotpmailt�or w-levske aacepranco of (he d.E�i SS' YdLt3N'.FARi4Y YPANl,3 r4NY Rt fir IT h6kY HAVE i lrnx�n� lepx httor eov�trd t�ge vbranrbreoebor mnip: To A Tia7Y ter fUR Par se>prr� rwrF and to rt0lP (he e1#Tg7C911tm.detlfxt-dm4l8ae&+ `uftfgg Saar Le9'Sdfs d6tat(4TlaMY govstnfiitn4"f�trite<Forarxf m§n�*Iaurcderirap aetiNt( ,Fddarat fete i aqy amea�t of ut,der iMe tggso ta%.sae asreo5 thAl ff ffw*1§.a reztaif� tt l fWsU.lyNorx�to ob(in,verity.and tsire infaxna6an bt betvreart'Ihe lease and any pm*n under All $A of it that yleb off• hadjWdual or comrrienial c4aRy RWE ont8ye'tnto a - ulm-dodo.ttiatetms-ofthateaseshalt preYk ctRtom c attrfpsTdfa wlitr Ute tinanoiat thttbhi9an. For thte rpatoff. lessor r Rest tba fDlbwid9 Lde fyPlp iFfutmatro)t; name, IF LESSQR DR IT ASSlONEE SHALL, AN GOfNMF,NOE Y adtlressrdate-ol`btrin. Lesser may alsa.sakoMergtmisaopsorroUest- 1Uki�P&L',>f'S, ;nR1NG U!REI.itTf4N+1 7(I ANY Mt#T7ER.AWSING AM tldeutn mearH to verity Lessea&Individual.or moss Wat A tAE L.E${SEE iRREV¢6ABLY kQl3 .TfIA'f#NY' 'alatTily . 5Ut'd•} MMrTER MAY t3E At3Jt941 p? i'}12 DEFERb1ti ,'R iN r0. i DURT oR A I1RTs 7N t'HE $7ATE DF LE35t {.y` ©R.{15 �m PAFt>'!E�; 'fb FEreyslor�of'Uas MaSt6rr Iceaee'sl�pi tla 9Irtd1Ag 1¢4 ASSI,GNfvs F' lNC1PAt PtE flF t�U§rNESs taR.AktY tUt'�F rasep, • t_¢¢yyp.yyee to the kertafit of, ihoasslgFls, ropresenta�Iver:anet iR GpIPt;TSrNTHE1.�SS `3 STAT£GF-RfiSjR.ENGE;'{K;IN ANY �Uoso§9ets;oEihe 6essorand Lessee.: LiTTtaER.C�t31�T 1tAVFhftl JU,CtfSt`fIOTJphI{2trEtt tHE'46'�SP� 4fi. 'THE lE$S 'S'ASSE'fS..AU,iFT TIi�SOL€:rlp'at;RETION OF . fFf to l�NE55 tVSFtEHt t)F,:Lester arx#Le3see have eaEh dRpsed tii ida kt ase is be C r{y:exa anted,as:of the:Cate>lndidaked in the beading to this Master lease. C#TY i1P.PALIW SPRFKGS, GAL Fit.01 i. TA#wBM Wirz oweK 4soLF ICES RT' •E#l£RT�A�itfk cca�rattti�A�:�r�A�tK�:frrc... _ ;.: .: ._. Lessor _- --: - k � t �ta toY. �X Pfint Name p>irtt this �— Gf7Y;1GtA1 �R :printl'itie- Noy�rttber P73rit itte:� 8,26•'h2 Date t>t3te — APPROVED BY CITY COUNCIL L •kT WW rxJa wA ATFESP ity Clerk - {Aa519rErNipment LeaSeAereemsnl'-GoN:anQTtrrf Vt2090A2Ui2 I I i CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT I State of California County of On �PCGn.�,R=S' oil before me, C�Y'c ,•n.i. bete 'l Here IrWart a ile of the O(gcer personally appeared Mny rQ 14 rt�Zcc ame(a)of Signer(&) i `ff who proved to me on the basis of satisfactory evidence to be the person(&) whose name(&} is/are- subscribed to the within instrument and acknowledged to me that he/sbeMey executed the same in his/he0heir authorized capacity@ee), and that by n.,,..A�_•.. hi�,„a.,„I icn• signature(s) on the instrument the 0•WGAM person(e), or the entity upon behalf of which the pips I 1961163 Operson(e) acted, executed the instrument. �r� RtrnsiM Ca Gwim. q:Wct7 201 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: O� Place Notary Seal Above Slgiature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: mt-,_5 A e r_ S��$rw4 1-ea e e& mzg s'# Document Date: ('\0 hisliar Number of Pages: Signer(s)Other Than Named Above: Capacity(iss)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑Corporate Officer—Tdle(s): ❑ individual ❑Individual MENEM ❑ Partner—❑Limited ❑General Top of thumb here ❑Partner—❑Limited ❑General Top of thumb here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator © Other: i ,A, M.AvIi ❑Other. Signer Is Representing: Signer Is Representing: 02009 National Notary Association•NatlonaiNotary.org•1-9 US NOTARY(14M(17"SM - liar#5907 i j ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) State of California ) i County of Riverside ) ss. City of Palm Springs ) On December 6, 2012, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is_subscribed to the within instrument and acknowledged to me and that he executed the same in his/her official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 6th day of December, 2012: @FQALMS. i2 V N Signature: � •-�...--�----....,, AMES THOMPSON c'Ptip OPN%P CITY CLERK City of Palm Springs, California Title or Type of Document: MASTER EQUIPMENT LEASE AGREEMENT EverBank Commercial Finance, Inc. i I ADDENDUM TO MASTER MUIPMEENT LEASE AGREEMENT EverBank Commercial Finance Lessee Name: QU of Palm springs,California d/b/a Tahauitz:Creek Golf Resort Lease Number. 40911004 Lessee Address: 1885 Golf Club Way,Palm Springs.CA This.Addendum supplements the provisions of the Lease Agreement (consisting of the Master Equipment and Lease Agreement Number 40911004,dated November 8,20A and Equipment Schedule No.40911004)("Lease"). The Lessor and the Lessee make this Addendum an integral part of the Lease. Capitalized terms used in this Addendum that are not defined will have the meanings specified in the Lease. For the purposes of this Addendum, the term"you"or"your"refers to the City of Palm Springs,and the term"we,""us,"or"our"refers to Everliank Commercial Finance,Inc.If there is any conflict between the lease and this Addendum,then this Addendum will control and prevail. 1. Funding Intent. You reasonably believe that funds from the City's Legends and Resort Golf Courses ("Facilities") operations are sufficient to make all Lease Payments and other payments during the term of this Lease. You affirm that funds from Facilities operations are available for your current fiscal year obligations due prior to Acne 3%2013 pursuant to the Lease. You and we agree that your obligations to make lease Payments under this Lease Is subject annual appropriaUon and will not be interpreted to be a debt In violation of applicable law or constitutional limitations or requirements. Nothing contained in this tease will be interpreted as a pledge of your general tax revenues,funds,or moneys. 2. Use'of Equipment. The Equipment will be operated and controlled by you and will be used for essential govemment purposes and will be essential for the term of this Lease. 3. Insurance and Notice of Cancellation of Insurance. You at your option may be seif4nsurgd for a portion of the insurance requirements under the Lease. You will provide certificates of Insurance as otherwise generally required under the provisions of Section 14 of the Lease and these certificates wig require that each insurer will provide us with 30 days advance notice of any cancellation or material change of such Insurance. 4. Approvals. You warrant that you have taken the necessary steps,including any,legal bird requirements under applicable law,to arrange for the acquisition of the Equipment. The approval and execution of the Lease and all related documents have been in accordance,with all applicable open meeting laws and that a resolution of your City Council authorizing execution of the Lease has been duly adopted and remains in full force and effect. S. Non•Approprlation of Funds. If sufficient funds are not appropriated and budgeted by your City Council in any fiscal year for Lease Payments or other payments due under this Lease,this Lease will terminate as of the last day of your fiscal year for which funds for Lease Payments are available. You.wig give us written notice within fifteen (15)days of the occurrence of such non-appropriation. Such termination is without any expense,penalty, or liability of any kind,except for the portions of the Lease Payments and those expenses associated with your return of the Equipment in accordance with Section 3 of the Lease for which funds have been budgeted and appropriated or are otherwise legally available. You agree that,to the extent permitted by law that(1)you will not terminate this Lease if any funds are appropriated by you or to you for the acquisition or use of equipment or services performing similar functions to the Equipment during your fiscal year in which such termination would occur and(2)you will not spend or commit funds for the acquisition or use of equipment or services performing functions similar to the Equipment until the fiscal year following the fiscal year for which funds were first not available for the Lease payments. 6. Indemnity. In lieu of the provisions of section 17 of the Lease In its entirety and which shall be of no force and effect for the purpose of this Lease,you agree that you will defend us(using counsel approved by us)against all claims, liabilities, sups, losses, and costs (including fees of counsel) relating to the Equipment or this Lease, i FIncluding those arising from the manufacture, Installation, maintenance, use, or ownership of the Equipment or any breach of a representation or warranty by you and You will promptly pay all such claims and costs as they { arise. if we have title to the Equipment,you will reimburse us for any economic loss resulting from an adverse charge In the recovery period(s)or the depredation method(s)available for the Equipment. These Indemnities survive the termination or expiration of this Lease. 7. Remedies. in lieu of the provisions of Section 19 of the Lease in Its entirety and which shag be of no force and effect for the purpose of this Lease,you agree that Immediately upon the occurrence of a default ureter the Lease or immediately after the fast day of the fiscal period during which you have advised us of the occurrence of non-appropriation pursuant to Section 6 of this Addendum,we may terminate the Lease or your rots hereunder and In such event a)you shag pay to us all unpaid Rent Payments up to the first day of the non-appropriation Period and b) repossess the Equipment under the Lease,which you agree,at your expense,to surrender promptly to us at the location as we will direct. You will permit us or our agents to enter the premises where the Equipment Is located. In the event of any repossession,you will execute and deliver all documents required to transfer title(if applicable)to and possession of the Equipment under the affected Schedule to us,free and dear of all liens and security Interests. Upon repossession, If any Equipment Is damaged or otherwise made less suitable for the i purposes for which it was manufactured than when delivered to you,you agree,at your option,to;(1)repair and restore the Equipment to the same condition in which It was received by you,and as set forth in Section 16 of the Lease,and at your expense,promptly return the Equipment to us to a location specified by us;or(2)pay to us the actual costs of the repair,restoration,and return. If we terminate the Lease as described herein or in the Brent of non-appropriation as provided in Section 6 of this Addendum and you continue to use the Equipment or if you otherwise refuse to pay renal payments due during a fiscal period for which your City Council has appropriated sufficient legally available funds to pay the rental payments,we will be entitled to bring an action at law or equity to recover damages attributable to the holdover period fbr the Equipment that you continue to use or to the remainder of the fiscal period for which the appropriations have been made. We will also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that may have at law or equity. No right or remedy conferred upon or reserved to us as provided in the Lease is exclusive of any right or remedy in the Lease or at law or in equity or otherwise provided or permitted No waiver of or delay or omission in the exercise of any right or remedy as provided in the Lease or otherwise available to us will Impair, affect, or be construed as a waiver of its rights thereafter to exercise the same. 8. Governing Law and Place of Suit in lieu of the provisions of the second paragraph of Section 25 of the Lease In Its entirety and which shall be of no force and effect,You and we agree that in the event of any arbitration or litigation arising out of or relating to the Lease,or the breach or performance of 1%any such arbitration shall be conducted in the Coachella Valley,California,and such litigation shall be filed in the Indio Branch of the Riverside County Superior Court In the State of California. k AR other terms and conditions of the Lease shall rermaln in fug force and effam CITY OF PALM SPRINGS,CALIFORNIA EVERBANKCOMMERCIAL FINANCE,INC. DIEM T U CREEK OLF RESORT Lessor r X Authorized Signature - Authorized Signature i r Print Name and Title Prim Name and Tide November$ 2012 Date fate ATTEST: APPROVED BY CITY COUNCIL City Clerk , to Al-4 f i t CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT a State of California 1 I J} County of R t%i r f yc4 0 On , r-e_�,6er � s oota before me, Ogle i Here Insert Name nle 011ker personally appeared 17 okj t et (LP d amete)et agner(e> who proved to me on the basis of satisfactory evidence to be the person(s)whose name(e) is/arer subscribed to the within instrument and acknowledged to me that he/skefthey- executed the same in histed#wir authorized capacity(iesb and that by his/wAhei-signature(s) on the instrument the person(s), or the entity upon behalf of which the , persons)acted, executed the instrument. B.WCAMS S"•198ti93 1 certify under PENALTY OF PERJURY under the Nctiry erms"o WaW ft nt� laws of the State of California that the foregoing BFNtalde Coastr CLeinrtt, f7 t paragraph is true and correct. WITNESS my hand and official seal. Signature: Place Notary Seal Above Signature of Not o Pudic OPTIONAL Though the information below is not required by law,It may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: rt g o t n�_�-r fANa-," I �r-SA A n m- $ Document Date: (\o .lea-� Fs , acta Number of Pages: Signer(s)Other Than Named Above: CapacityCles)Claimed by Signer(s) Signer's Name: i ex i ell i� �oa� Signer's Name: ❑ Corporate Officer—Title(s): ❑Corporate Off!car—Title(s): ❑ Individual ❑Individual Boom ❑ Partner—❑Limited ❑General Top of thumb here ❑Partner—❑Limited ❑General Top of thumb here ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator ® Other.. 6 1 61 IN'c�C� k ❑Other: Signer Is Representing: Signer Is Representing: 02009 National Notary Association,Nationa[Mtmy.arg•l-SObUS NOTARY(1A T766827) - Item 45907 - - I i I j ACKNOWLEDGMENT OF INSTRUMENT I (Cal. Civil Code Section 1181) State of California ) County of Riverside ) SS. [ City of Palm Springs ) On December 6, 2012, before me, JAMES THOMPSON, CITY CLERK, CITY OF PALM SPRINGS CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me and that he executed the same in his/her official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. F I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 6th day of December, 2012: ��pPLM Bp4 �y o V N •C4<lFORN�P Signature: .-fa+1'---- AMESTHOMPSON CITY CLERK City of Palm Springs, California Title or Type of Document: ADDENDUM TO MASTER EQUIPMENT LEASE AGREEMENT EverBank Commercial Finance, Inc. AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT ("Amendment") is made and entered into this 1st day of March, 2012 by and between the City of Palm Springs, a California charter city ("City") and CGPM Managers, LLC ("Manager"). RECITALS A. City and Manager entered into a Management Agreement for the purpose of managing the Legends and Resort Golf Courses on October 29, 2008. B. Amendment No. 1 to the Management Agreement, dated June 9, 2010, extended the term of the Management Agreement until June 30, 2012. Amendment No. 1 also provides that the term of the Agreement is automatically renewed on a monthly basis after June 30, 2012 unless or until either the City or the Manager provides at least 30 days written notice to the other party. C. The City and the Coachella Valley Mosquito and Vector Control District ("VCD") have entered into an agreement for the provision of golf course treatment for red imported fire ants ("RIFA Treatment Agreement"). The RIFA Treatment Agreement imposes certain obligations and responsibilities on City that the City and the Manager agree should be assumed by the Manager pursuant to the terms of the Management Agreement. Manager recognizes and acknowledges that the provision of the red imported fire ant treatment by VCD under the RIFA Treatment Agreement will provide benefits to Manager and its ability to effectively manage the golf course and perform all of its existing responsibilities under the Management Agreement. D. This Amendment No. 2 assigns the City's obligations and responsibilities under the RIFA Treatment Agreement to the Manager and Manager accepts such assignment. E. Attached hereto as Exhibit F is the RIFA Treatment Agreement and made a part of the Management Agreement by this reference. NOW, THEREFORE, in consideration of the foregoing Recitals and the promises and covenants contained herein below, City and Manager agree as follows: Page 1 of 3 678705.2 AGREEMENT 1. The foregoing Recitals are true and correct. 2. The City hereby assigns to Manager all rights, interests, obligations, responsibilities, and duties of City under the RIFA Treatment Agreement. Manager accepts the assignment of all of City's rights, interests, obligations, responsibilities, and duties under the RIFA Treatment Agreement. 3. Except as expressly provided above, all other terms and conditions of the Management Agreement, as amended, shall remain unchanged. APPROVED BY City MANAGER "CITY11 CITY OF PALM SPRINGS Date: -� By: David Ready, Ci y Manager AP PROV FORM: ATTEST: By: D Holland s glas James Thompson City Attorney City Clerk os`o4IZOrL "MANAGER" CGPM MANAGERS, LLC Date: By: Name: Title: Page 2 of 3 678701.'_ Exhibit F Golf Course RIFA Treatment Agreement Page 3 of 3 678705 2 �°,`„-r" CQaCileiia Vaiiey 43-420 Trader Place Phone:(760)342€i287 Mosquito and Vector Indio,CA 92201 Fax:(760)342-8110 Control District MAR _ 1 2012 This Agreement is entered into onjoj� 2012, by and between the Coachella Valley Mosquito and Vector Control District, an independent special district operating under the Mosquito Abatement and Vector Control District Law (California Health and Safety Code §§ 2000 et seq.) (the "District") and California(the "Owner"). RECITALS WHEREAS, the District has developed and implemented a Red Imported Fire Ants (RIFA) control program using control products and equipment proven effective in controlling RIFA in green belt areas within the District's territory; and WHEREAS, in addition to their value in providing a pleasant recreational attraction, golf courses, by their nature create an environment for the attraction and breeding of Red Imported Fire Ants (RIFA); and WHEREAS, Owner desires to engage the services of the District to control RIFA throughout its facility located at 1885 Golf Club Drive, Palm Springs, CA, 92264, as depicted in Exhibit "A" (the "Subject Property"), in order to reduce and eliminate the breeding and presence of RIFA. NOW THEREFORE, the parties do hereby agree as follows: 1. Recitals Incorporated. The Recitals set forth above are hereby incorporated into this Agreement by this reference as though fully set forth herein. 2. Entry Authorized Owner hereby authorizes the District to enter onto the Subject Property for the purpose of controlling RIFA as provided under this Agreement. 3. District's Obligations a. The District shall utilize its personnel to provide for the control of RIFA in areas determined by the District to be appropriate and necessary to control RIFA throughout the Subject Property. 1 b. The District will utilize Advion, an insecticide containing Indoxacarb, and Distance, an insect growth regulator containing pyriproxyfen (collectively, "Pesticides"). The Pesticides meet the criteria of Toxicity Category III and bear the precautionary label "caution." C. The District will exercise due care in applying the Pesticides and will utilize its best efforts to reduce and eliminate the breeding and presence of RIFA within and upon the Subject Property. d. In providing such services, the District will utilize its own golf carts equipped with Herd and Maruyagia Back Pack Spreaders to apply the Pesticides within and upon the Subject Property. 4. Owner's Obligations and Acknowledgments a. Owner acknowledges that the Pesticides are water soluble baits that must be collected by the ants to be effective. The ants must be provided sufficient time in which to forage and retrieve the bait. b. To ensure the effectiveness of the treatment, Owner agrees to the following: (1) To ensure that the grass will not be wet from irrigation on the day of treatment, to turn off all irrigation on the Subject Property no later than 9:00 P.M. the evening prior to the treatment date during the months of November through February, and to turn off all irrigation at 12:00 A.M. the day of the treatment during the months of March through October, throughout the calendar year, the irrigation system shall not be turned on after treatment until at least 6:00 P.M. of the day of treatment. (2) Not to mow the grass until 6:00 A.M. of the morning following the date of RIFA control product treatment. (3) The District shall be permitted to place monitoring devices upon the Subject Property in all locations where the Pesticide treatment shall be scheduled, to ensure that Owner shall comply with the irrigation restrictions set forth above. The District's logo and labels containing language such as "Water Monitoring Devices" and "Do Not Remove," shall be affixed to the District's monitoring devices. Owner shall not remove these devices. C. Owner acknowledges that these Pesticides may be harmful if swallowed by humans or animals, and that contact of skin with these Pesticides may cause skin irritation. Owner agrees not to permit people and pets within the treatment area during the application of the Pesticides. d. Owner acknowledges that these Pesticides may cause property damage, including damage to porous and nonporous surfaces. Owner further acknowledges that as 2 the Pesticides are applied, droplets produced by the nozzles of the spray equipment may disperse the Pesticides to sites not intended for Pesticide application ("Spray Drift"), which is a reasonable consequence of the application of the Pesticides. Owner agrees to advise owners of any real property located within or adjacent to the Subject Property to take precautionary measures to protect their property from damage from the Pesticides, including damage from Spray Drift. e. Owner has been advised and acknowledges that the District's ability to effectively reduce and eliminate the breeding and presence of RIFA varies, depending upon circumstances beyond the control of the District. Owner understands and agrees that the District makes no warranty, expressed or implied, concerning the level of control that may be provided under this Agreement but is engaged to use it best efforts to reduce and eliminate the breeding and presence of RIFA within and upon the Subject Property. 5. Compensation; Payment a. Initial Broadcast Application of the RIFA control product,Advion or Extinguish Plus (hereinafter, "product"), Owner agrees to reimburse the District for its cost to apply the product within and upon the Subject Property, if Owner fails to comply with any of the obligations required of Owner under Sub-sections 4b(1), 4b(2), or 4b(3) of this Agreement. The cost to apply product will be billed at the rate 1. Advion - $9.50 per pound, which is applied at the rate of 1.5 pounds per acre($14.25 per acre). 2. Extinguish Plus - $6.44 per pound, which is applied at the rate of 1.5 pounds per acre ($9.66 per acre). The District shall invoice Owner for the amount of product applied during treatment. Owner agrees to pay the District the full amount of the invoice within 30 days of receipt of the invoice. b. Follow up Advion treatments. During the term of this Agreement, the District agrees not to charge Owner for subsequent follow up applications of Advion upon the Subject Property provided Owner complies with the terms of this Agreement, including the provisions set forth in section 4 above. In the event Owner does not fully comply with its duties under this Agreement and the treatment is ineffective because of said non-compliance, Owner agrees to pay for the initial broadcast application of Advion under the same terms set forth above. 3 6. Indemnification and Hold Harmless Owner shall indemnify, defend, and hold harmless, the District and its trustees, employees, agents and representatives, against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, attorney fees, accounting fees, expert witness fees, settlement costs and other costs and expenses) directly or indirectly arising from or related to any suits, actions or claims arising from or related to the District's application of the Pesticides, except for any such claim arising out of the sole negligence or willful misconduct of the District, its employees, agents and representatives. This provision shall apply to any claims of property damage resulting from any staining or discoloring of any surfaces located within or adjacent to the Subject Property. Nothing contained in this paragraph is intended to obligate Owner for any worker's compensation claim. 7. Waiver and Release Owner hereby waives, releases and discharges the District and its trustees, employees, agents and representatives from any and all responsibility or liability for injury or damage to people, pets and/or property that may result from the District's application of the Pesticides, including property damage resulting from any staining or discoloring of any surfaces located within or adjacent to the Subject Property. Notwithstanding the provisions of California Civil Code Section 1542, and for the purpose of implementing a full and complete release and discharge of the District, Owner expressly acknowledges that this Waiver and Release provision is intended to include in its effect without limitation all of the claims, causes of action and liabilities which Owner does not know or suspect to exist in its favor at the time of execution of this Agreement and this Waiver and Release provision contemplates extinguishment of all such claims, causes of action and liabilities. In furtherance of the intentions stated in this Waiver and Release provision, Owner expressly waives its rights or benefits under California Civil Code Section 1542, or any equivalent statute. California Civil Code Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY, AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." /J Initials: Owner acknowledges that the foregoing waiver of the proves' s f Section of the California Civil Code was bargained for separately. 8. Orientation 4 Owner shall make a rest room facility available to the District's personnel who are engaged in providing services to the Subject Property pursuant to this Agreement. Owner shall provide orientation to the District employees providing services pursuant to this Agreement, which includes explanation of the physical layout of the Subject Property and entry gate requirements. Owner agrees to provide the District's personnel providing services pursuant to this Agreement with written rules and regulations of the Subject Property. 9. Distinctive Uniforms and Field Service Vehicles The District's technicians will wear a distinctive uniform, identifying them as employees of the District while providing services to the Subject Property pursuant to this Agreement. The District's vehicles utilized in the performance of this Agreement, including golf carts, will be marked with the District's distinctive logo. 10. Term; Yearly Evaluation a. Term. The term of this Agreement shall be two years, commencing on the date indicated above. b. Yearly Evaluation. At least once a year, the Superintendent of the Subject Property, the Chairman of the Owner's subcommittee overseeing the golf course, and a representative from the District shall meet to evaluate the control effectiveness of the services provided hereunder. 11. Contact Personnel The contact person at the District is: Rodney Chamberlain, Supervisor, (760) 342-8287. The contact person for Owner is: /iyb,*AS A-;L Sof 0 4s e.-W /hANu4.4Ex, 12. General Provisions a. Litigation Expenses and Attorneys Fees. In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. b. Entire Agreement; Amendments. This Agreement contains the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with respect thereto. This Agreement may not be 5 modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by each party. C. Effectiveness. This Agreement shall not be binding upon the District, until signed by Owner's authorized representative(s), and approved as to form by the District's General Counsel, and executed by the District's General Manager or his or her designee. d. Authority. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the parties each purports to represent. e. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 6 DISTRICT: OWNER: COACHELLA VALLEY MOSQUITO & VECTOR CONTROL DISTRJET Branka B. Lo hrop, Ph.D., General By. Manager ATTEST: City Attorney Cry I D. Garcia, CljrWof the Board 03 /¢-}y /Z Gate APPROVED AS TO FORM: Steven . Quinta ' a, eneral Counsel Please mail your signed Agreement form to: Rodney Chamberlain; RIFA Field Supervisor Coachella Valley Mosquito and Vector Control District 43-420 Trader Place Indio, CA 92201 AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT ("Amendment') is made and entered into this _�L41 day of , 2010 by and between the City of Palm Springs, a California charter city ("City") and CGPM Managers, LLC ("Manager"). RECITALS A. City and Manager entered into a Management Agreement for the purpose of managing the Legends and Resort Golf Courses on October 29, 2008. B. The initial term of the Management Agreement provided that Management Agreement would expire on December 31, 2009. The Management Agreement was extended on a month to month basis and is currently in effect as of the date of this Amendment. C. It is the desire of the Parties that the Management Agreement be extended until June 30, 2012. AGREEMENT 1. The foregoing Recitals are true and correct. 2. Section 2.3 of the Management Agreement is amended to read, in its entirety, as follows: 2.3 Term, The term of this Agreement shall begin on October 28, 2008 and shall expire at the close of business on June 30, 2012 and shall automatically renew on a monthly basis thereafter unless or until either the City or the Manager provides the other Party with at least thirty (30) days written notice of its intent to not renew the Agreement. Notwithstanding the foregoing or any other provision of this Agreement, either the City or Manager shall have the right to terminate this Agreement early without cause upon 90 days written notice delivered to the other party. rj r Page 1 of 2 678705.2 3. Except as expressly provided above, all other terms and conditions of the original Management Agreement shall remain unchanged and in full force and effect, City of Palm Springs "City" l Date: By: David Ready, Cif anager APPROVE1, TO FORM: ATTEST: By: y.�vNUL� By: City/111torney City Clerk AP D BY CITY COUNCIL CGPM Managers, LLC "Manager" Date: g Name: � Title: iVV /' _ Page 2 of 2 678705.2 CGPM Managers, LLC December 22, 2009 City Manager City of Palm Springs 3200 Last Tallquilz Canyon Way Palm Springs, CA 92262 Fax (760) 323-8207 City Attoincy Woodntff, Spradlin & Smart 555 Anton Blvd., Ste. 1200 Costa Mesa, CA 92626 Fax: (714) 835-7787 Re: Extension of Management Agreement Dear Sirs: This letter agreement is intended to extend the term of the Management Agreement dated October 29, 2008, by and betwcen CGPM Managers, LLC (the "Manager") and the City of Patin Springs, a Califontid charter city (the "City") regarding nnuncipal golf facilities consisting of a championship golf course and related amenities within the City of Palm Springs coi n ionly known as the Legends and Resort Golf Courscs (the "Management Agreement') (Manager ai d City arc sometimes called lierein collectively the "Parties" or individually a "Party"). IT is understood that the Management Agrcement term will expire on December 31, 2009, and by this letter agreement the Panics intend to extend the term of Cie Management Agreement for the period of one(1) month(the "Initial Term"). Upon the expiration of the Initial Term the Management Agreement shall automatically renew on a monthly basis, unless either Party notifies the other Party at least thirty(=0) days prior to the expiration of the then-currene Tema of such Party',s intent not to renew(the Initial Tcrm and any rcncwul tens collectively refcned to as the""Perm"). Except as set forth in this Letter Agreement, there shall be no funher dmendnients to the existing Management Agreement and The Management Agreement remains in frill force and effect. [11)m+im...1. W nupp I.P1j),W,,I0nnm Amain,,[La-o,n m—gp-i Ayml do City Manager and City Attorney City of Palm. Springs December 22, 2009 Page 2 The Parties have cxocuicd this letter agreement to be effective of the date set Forth above. "CITY" "MANAGER" CITY OF PALM SPRNGS CGPIvt Management, LLC A public body, corporate and politic By. 7By:� Name: ba�j Name:itle: CityManag Title: ATTEST APPROVED BY CITY COUNCIL By:�a� _" n Nam i City Cls k P�APPROVED BY CITY MANAGER AID It OVFD AS TO F M Ztle: Xity orney C 1YOMummtr oW SeYnl>1PW,H, reW5wtlnp5lTt'np,,tq nmi+n h,InV,K2011ian awmnmt L4ndnil Mie 9, inn A1^1 dW MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT(Agreement)is made this_9 7 day of October,2008 (Effective Date),by and between the City of Palm Springs, a California charter city(City)and CGPM Managers,LLC (Manager). RECITALS: A. The City owns municipal golf facilities consisting of a championship golf course and related amenities within the City of Palm Springs commonly known es the Legends and Resort Golf Courses (collectively,`Faeihty). B, An affiliate of Manager has been managing the Facility on behalf of Arnold Palmer Golf Management,LLC. C. The City and Manager desire for Manager to continue managing the Facility during the Term of this Agreement on the terns established herein. NOW,THEREFORE,in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration,the receipt and adequacy of which is hereby acicnowledged,the parties hereby agree as follows: ARTICLE 1 DEFMTTONS 1.1 Definitions. In addition to other terms which are defined elsewhere in this Agreement, the following terms, for purposes of this Agreement, shall have the meanings set forth in this section: `Affiliatd'of a specified person or entity shall mean a person or entity that directly or indirectly, through one or more intermediaries, controls,or is controlled by,or is under common control with,the specified person or entity. For purposes of this definition"controI'shall mean the ownership, either directly or indirectly, of equity securities or other ownership interests which represent more than 50%voting power in the controlled entity. `Authorized Representativd'shall mean the City Manager or his designee. `Budget'shall mean the budget prepared by Manager pursuant to Article 4. `Capital Expenditurd'shall mean all expenditures for additions,alterations to, or rebuilding, renovation or hnprovements of all or any portion of the Facility considered under GAAP to be fixed assets. `Compensatiod'shall mean the direct salaries and wages paid to or accruing for the benefit of any manager or other employee,together with all fringe benefits payable to or accruing for the benefit of such manager or other employee,including employds contribution under the Federal Insurance Contributions Act (FICA),unemployment compensation,or other employment taxes, pension fund contributions,workers compensation, group life and accident and health insurance premiums,profit sharing,retirement,disability and other similar benefits. `Contract Officei'shall mean Citys City Manager or designee- OR —'•1ii 3K CDornmmu and 5¢ffingslgndalrlfnrul SemngxlTemyomry/mer.wf FJrdOLR'�Dlnewmmf n' rdor l�y'�p�(a P jt� V n 11 ItJG": u'.L'E rN YLIu L.aV� `Depositor}'shall mean the financial institution in which Manager and City shall maintain their bank accounts for the funds required to be maintained under this Agreement, which institution sball have a branch or branches located in the City of Palm Springs, and the deposits at which institution shall be federally insured. rfmprovementg'shahl mean the buildings, structures (surface and subsurface)and other improvements now or hereafter located at the Facility. `ill Requirement'shall mean the laws,rules and regulations (including statutory and judicial interpretations) of the United States of America,the State of California and all other governmental bodies having jurisdiction over the Facility, including,but not limited to,the City. `Maintenance and Repair Obligationg'shalh mean Managers obligations to maintain the Facility, including the grounds,parking lot,driving range,tee areas, electrical and plumbing fixtures and writing,plate glass,wall and floor coverings,painting and decorating,the irrigation system, fixtures,trade fixtures, equipment, including HVAC,utilities and landscaping,in good condition, reasonable wear and tear excepted,and maintenance procedures to keep the Facility and all such items in good condition and working order,reasonable wear and tear excepted. `Maintenance and Repair Obkigationg'shall not include any item that is,by its nature a Capital Expenditure. `Net Operating Incomd'shall mean the positive difference between Operating Revenues and Operating Expenses. `Operating Expenseg'shall have that meaning established in Exhibit`Vhereto. `Operating Fund'shall mean a fund maintained by Manager under Section 5.1. `Operating Revenueg'shall have that meaning established in Exhibit`Uhereto. 'Termination Fvent'sliall mean any events which establish a right by either Party to terminate this Agreement. 1.2 [Reserved.] ARTICLE 2 INTRODUCTION 2.1 Grant of Authority_ City hereby grants to Manager,and Manager hereby accepts,the sole and exclusive right and obligation to manage, operate,use,possess, occupy,promote and market the Facility on behalf of City and,in connection therewith,to perform and f mush, or cause to be performed and furnished, all management operation,promotion,marketing and administration of the Facility in accordance with all Legal Requirements,all on terms and subject to the limitations of this Agreement. Without in any way limiting Marragefs right to manage and operate the Facility in accordance with the terms of this Agreement,Manager,with the input of the City, shall have the authority and responsibility to: (a) determine, establish,and implement the policies, standards, and schedules for the operation and maintenance of the Facility and all matters affecting customer relations; (b)hire,train,and supervise the general manager, course superintendent, and all Facility employees; (c) supervise and direct all phases of advertising, sales, and business promotion for the Facility; and(d) establish accounting and payroll procedures and functions for the Facility. City agrees that it will cooperate with Manager to permit and assist Manager to carry out its duties under this Agreement- 2 C.IDocunrenu rand Srehnyrl yednrrlLoeel SettngrlTrnrpomm Intrnmt r1erIOLS:Dlnery mgnu ngrc.dor 2.2 Nature of Relationslup. The parties agree that the only relationship created by this Agreement is and shall be that between City as owner of the Facility, and Manager,as an independent contractor,providing management,marketing,promotional and operating services,and not as agent, employee,joint venturer,partner or lessee of City. 2.3 Term. The term of this Agreement shall begin on October 28,2008 and shall expire at the close of business on December 31,2009. Notwithstanding the foregoing or any other provision of this Agreement, subject to the provisions of this Agreement, either the City or Manager shall have the right to terminate this Agreement early without cause upon 60 days written notice delivered to the other party after May 31,2009. The Term of this Agreement is the earlier of December 31,2009 or the date upon which early termination is effective. 2.4 Special Obli ations of City Regarding Manager's Employees. City hereby agrees that, throughout the Term and for a period of twenty-four(24)months following termination of this Agreement for any reason,City will not employ or hire, or attempt to employ or lure the General Manager,the Course Superintendent,the Director of Golf/Head Professional,the Director of Sales and Marketing,or the Controller/Accountant for the Facility,without fast obtaining the prior written consent of Manager. 2.5 [Reserved.] 2.6 [Reserved.] 2.7 Representations and Warranties. Each party represents and warrants to the other that(i) it has the full power and right to enter into and duly perform this Agreement, (ii) it is under no contractual or other legal obligations and there exists no lien or claim which will in any way interfere with its full, prompt and complete performance hereunder, and(iii)the individual executing this Agreement on its behalf has the authority to do so. 2.8 Cooperation in Promotion. City agrees to use its reasonable best efforts to cooperate and coordinate with Manager to promote,market and maintain the Facility in a manner comparable to and consistent with the management and operational practices employed at other first-class golf courses and country clubs in the Coachella Valley. 2.9 Cooperation in Licensing. City agrees to use its reasonable best efforts to cooperate and coordinate with Manager to obtain and maintain all licenses and permits required to operate the Facility, including but not lirnited to release of information and execution of required documentation as required by licensing authorities. ARTICLE 3 RESPONSIBILITIES OF MANAGER From the Effective hate of this Agreement through the end of the Term Manager shall perform the Scope of Work attached hereto as Exhibit`R'. ARTICLE 4 RECORDS, ACCOUNTS AND REPORTS 4.1 Books. Manager shall maintain in accordance with GAAP, adequate books of account with respect to its management and operation of the Facility and shall maintain such books at Managels corporate offices and promptly make such books available to City upon reasonable request- 3 C Dommews anASrrt4rgdgrrdnUlLocral SettmgslTempomn Intoner FileeIDLK30birw nrPrnr ngr r dnr 4.2 Access to Information. City shall have the right to obtain from Manager such information,and to inspect such books and records concerning the management and operation of the Facility during normal business hours. 4.3 Audit. On or before September 1, 2009, Manager shall furnish to City a balance sheet, a statement of profit or loss and a statement of cash flow,for the period between October 28, 2008 and April 30,2009 (and for the period January 1,2008 to October 27,2008 if requested by the City),prepared in accordance with GAAP and accompanied by an independent auditof s report containing an opinion of the independent certified public accountant preparing the report, which shall be a reputable firm selected by Manager with the prior consent and approval of the Citys Authorized Representative. The cost of the Audit shall be an Operating Expense. 4.4 Monthly Report. Within twenty(20) days after the end of each month,Manager shall furnish to City a report in the general form reasonably agreed to by the parties. 4.5 Operating Budd. Not later than December 15,2008,Manager shall submit to City, for its approval, a budget for the period from January 1,2009 to December 31, 2009. (Budget),listing all projected Operating Revenues and Operating Expenses by category, and including a contingency item equal to five percent(5%)of total projected Operating Expenses. Manager shall have the discretionary authority to modify individual line items of the Budget without the consent of City provided that Manager shall give the Citys Authorized Representative thirty(30) days prior written notice of such modifications. Such modifications may not,without prior Contract Officer approval, either(a)in the aggregate exceed twenty percent(20%)of the approved Budgeted amounts with respect to any particular department,or (b)cause total actual Operating Expenses for the subject year to exceed Budgeted Operating Expenses for the subject year. 4.6 Budget Approval. City shall promptly review the proposed Budget and shall deliver its comments no later than January 15,2009. The Budget is subject to approval by the City Council of the City of Palm Springs. 4.7 [Reserved.] 4.8 Emergency Condition. Notwithstanding the foregoing,in the event during the Term of this Agreement,a condition should exist in, on, or about the Facility of an emergency nature which reasonably requires immediate action to preserve and protect the Facility,to assure the continued operation of the Facility, or to protect the Facilit}?s guests, invitees, or employees,Manager is authorized to take all steps and to make all expenditures reasonably necessary to repair and correct any such condition,whether or not provisions have been made in the Budget for any such expenditures. Manager shall give prompt notice to City of any such condition as soon as is possible. ARTICLE 5 FUNDS AND ACCOUNTS 5.1 Operating Fund. Manager shall collect all Operating Revenues and deposit them in an Operating Fund in an account maintained by Manager on behalf of City in the Depository. Manager sball have complete control and authority with respect to the Operating Fund. Monies in the Operating Fund and any interest thereon shall be applied rust to the payment of Management Fees accrued through the end of the prior month and thereafter to any other Operating Expenses then accrued. The balance shall be retained in the Operating Fund as reserve for payment of future Operating Expenses. Notwithstanding the foregoing,Manager shall be entitled to maintain funds in reasonable amounts in"cash register bankg'or in petty cash funds at the Facility,provided that the amounts of such funds shall be reported in the Monthly 4 C:IOocumentr and Serrmgalj,ndnlrlLocnl Serrhrgrl Tenrpnrnn/Irrr)lrrf nfrr10LKMnen mgmr ngry doe Report. City shall deposit Two-hundred Thousand Dollars ($200,000) as an initial deposit into the Operating Fund on or before October 28,2008 and, if the Operating Fund is insufficient to meet the Operating Expenses plus a reasonable amount for working capital, City shall deposit such additional amounts into the Operating Fund as are required for Managefs management and operation of the Facility hereunder. 5.2 [Reserved.] 53 [Reserved.] 5.4 Security for and Investment of Funds. All funds and accounts required to be maintained by Manager under this Agreement shall be maintained in the Depository, which shall be a bank or branch located in the City,in a manner compliant with Legal Requirements applicable to the deposit of funds by the City. Money on deposit in the Operating Fund must be retained in an FDIC insured(to the extent available) interest-bearing, demand account or invested as instructed by the City�s Authorized Representative. 5.5 No Obli cation of Mana er to Advance Funds. Manager shall be obligated to perform its duties only to the extent that funds are made available to Manager for such purpose. Manager shall not be obligated to make any advance to or for the account of the City or to pay any sums incurred for the performance of City,nor shall Manager be obligated to incur any liability or obligation for the account of City,nor shall Manager be responsible for the failure of its performance of its obligations hereunder as a result of Citys failure to provide sufficient funds. 5.6 [Reserved.] 5.7 Manager Accounting Software. The parties acknowledge and understand that the accounting software used at the Facility is owned by Manager, and City shall have no rights or interests in such software. Upon the expiration or earlier termination of this Agreement,the accounting software shall be removed from the Facility by Manager. ARTICLE 6 [Reserved.] ARTICLE 7 POWERS AND FUNCTIONS 7.1 Authority of Manager. Except as otherwise specifically provided in this Agreement, Manager shall have the exclusive right and authority to exercise, or delegate the exercise of,all rights, powers and duties conferred or imposed on Manager in this Agreement. The powers of Manager with respect to the Facility shall be complete, subject only to the limitations expressly set forth in this Agreement. 7.2 Contractin_for Facility Use and Purchase of Supplies and Services. Subject to the limitations imposed by the Budget,Manager shall bave full authority and discretion on the City's behalf as to contracting for the use of the Facility and the purchase or lease of all equipment,materials, supplies and inventories reasonably required by Manager. Manager,however, shall make all such purchases at the best available price known to Manager, considering the quantities required,the time available for the 5 C:IOonemen�end Senmgal�mdmrV.oenl SeuingsUppX ,hnrnim FdedOL 'Dlnnvmgnn ogeedoc delivery and the sources of supply. All contracts and leases shall be in the City's name and executed by a representative of the City. ARTICLE 8 COMPENSATION 83 for services to be performed by Manager during the period until December 31,2009, City shall pay to Manager,in advance, on the first day of each month beginning on November 1,2008,a `Management Fee'equal to Eighteen Thousand Seven Hundred Fifty Dollars(518,750)per month. If early termination should result in termination on an effective date before the 30di day of the month,the Management Fee for that month shall be prorated on a per day basis based on the mmnber of days in the month of termination. 8.2 [Rcscrved.] 8.3 [Reserved.] 8.4 [Reserved.] ARTICLE 9 INSURANCE 9.1 Manager shall comply with the insurance obligations established in Exhibit'. ARTICLE 10 [Reserved.] ARTICLE 11 TERMINATION 11.1 Termination by City. In addition to the City s,other termination rights,City shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) [Reserved.] (b) [Reserved.] (c) [Reserved.] (d) Two(2)material breaches of the Agreement by Manager within a sixty(60) day period, after written notice for each such breach, or three(3)material breaches of the Agreement,after written notice for each such breach, shall conclusively be deemed to be an incurable repetitive failure by Manager. (e) [Reserved.] (f) [Reserved.] 6 L iooeom¢urs nnA Setrin¢rlyndau ILocral SemnSalTempumrylmem¢r Fll¢sIOI,A'1l�Inrwniymr agrc.dor (g) [Reserved.] 112 Termination by Manager. Manager shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) [Reserved.] (b) [Reserved.] (c) [Reserved.] (d) Two(2) material breaches of the Agreement by City within a sixty(60) day period,after written notice for each such breach, or three(3)material breaches of the Agreement, after written notice for each such breach, shall conclusively be decnmed to be an incurable repetitive failure by City. (e) [Reserved.] 11.3 [Reserved.] 11.4 Curing Defaults. Any Termination) vent caused by a default by Manager or City under the provisions of Section 11.1 or 11.2,as the case may be,which is susceptible of being cured shall not constitute a basis for termination of this Agreement if the nature of such default will not permit it to be cured within a twenty(20)business day grace period allowed;provided that within such grace period the alleged party in default shall have given notice of its intent to cure,has commenced to cure such default within the applicable cure period,and is proceeding to complete the cure in good faith and with reasonable diligence. 11.5 Surrender of Facility and Improvements. Upon expiration or termination of this Agreement,Manager shall promptly surrender the Facility to City,leaving all equipment, materials, supplies,books and records,manuals and inventories that are the property of City or that have been purchased with Operating Revenues or from funds made available by City and title thereto shall vest in City,to the extent not earlier vested in City,without any further compensation from City. All funds and accounts maintained by Manager in the Depository shall be transferred to City within five(5)business days of the expiration or termination of this Agreement. 11.6 [Reserved.] 11.7 Effect of Termination. The termination of this Agreement shall not affect the rights of the terminating party with respect to any damages it has suffered as a result of any breach of this Agreement,nor shall it affect the rights of either parry with respect to any liability or claims accrued, or arising out of events occurring,prior to the date of termination but after execution of this Agreement. 11.8 Remedies Cumulative. Neither the right of termination, nor the right to sue for damage, nor any other remedy available to a party raider this Agreement shall be exclusive of any other remedy giver under this Agreement or now or hereaflcr existing at law or in equity including(a)the right to reasonably cure,at the defaulting partYs cost and expense, any default,and(b)the right to seek specific performance of the defaulted obligation. 7 L IDonrmentr ond5ettmpslgndrvlLncnl$rrngLSlennyomry/meme�PilrrIOLRDInrw nrEmmyre doe 11.9 Indemnification re Future Business. City shall indemnify and hold harmless Manager and its owners,officers, directors,and employees from all costs, expenses,claims,damages, and liabilities arising or resulting from the failure of City following the expiration or earlier ternvnation(for whatever cause) of this Agreement to provide any of the services contracted for under this Agreement (or contracted for prior to the Term)relating to the management and operation of the Facility,which services are to be provided after the expiration or termination of this Agreement, including tournaments,banquets, meetings,and other group functions to be held at the Facility;provided,however,that in no event shall Manager enter into any contract to provide any such service at the Facility where the date of the service to be provided occurs after the end of the Term,without first obtaining the Citys written approval. ARTICLE 12 ASSIGNMENT OR SUBCONTRACTING 12.1 [Reserved.] 12.2 [Reserved.] 12.3 Assignment. (a) By City. City may assign its interest in this Agreement at any time without Manager's consent,provided the party to which City assigns its obligations agrees in writing,concurrently with such assigrunent,to assume all of City$obligations under this Agreement. (b) By Manager. Manager shall not voluntarily assign or encumber its interest in this Agreement, or subcontract its duties under this Agreement without first obtaining City$consent. ARTICLE 13 [Reserved.] ARTICLE 14 MISCELLANEOUS 14.1 Facility Naives. City agrees that(1) City has no right as a result of this Agreement to use Manager's trade names,and (2)no right or remedy of City for any default on the part of Manager under this Agreement shall confer upon City or its successor or assigns the right to use any of Managers trade names. In the event of any breach of this covenant by City,Manager,in addition to any remedies available to it under this Agreement or at law or in equity, shall have the right to injunctive relief. 14.2 Notices. Any communication required or perinitted to be given under this Agreement shall be in writing and duemod to bave been duly given if and when delivered personally (with receipt acknowledged); or the fourth(01) day after mailing(by certified mail return receipt requested)with proper postage prepaid;by facsimile transmission with evidence confirming transmission;by email,with email confirmation by the recipient; or when delivered by a national commercial courier service(such as Federal Txpress) for overnight delivery to be confirmed in writing by such courier. s L Ox....rnrs and S01;gP goduirllocol SmingelTemymnry fnrcnlpr fl1C,;0LKMnrw mgm,obr c doc To City: City Manager City of Palm Springs 3200 East Tahcluitz Canyon Way Palm Springs, CA 92262 Fax: (760) 323-8207 Email: CityManager@palmsprings-ca.gov With a copy to: City Attorney Woodruff, Spradlin & Smart 555 Anton Blvd., Ste. 1200 Costa Mesa, CA 92626 Fax: (714) 835-7787 Email: Dholland@wss-law.com To Manager: Century Golf Partners 5080 Spectrum Dr_, Suite 1100 East Addison, TX 75001 Attention: Greg Adair Fax: (972) 419-1450 Email: gadair@centurygolf.com With a copy to: Dallas Addison Addison Law Firm 14901 Quorum Drive, Suite 650 Dallas, Texas Fax: (972) 960-7719 Email: daddison@addisonlaw.com 14.3 Amendments. This Agreement may be amended only by the written consent of the parties. 14.4 [Reserved.] 14.5 [Reserved.] 14.6 [Reserved.] 14.7 Entire A`recxitent. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements and understandings, oral or otherwise, among the parties with respect to thu matters contained in this Agreement and may not be modified or amended except as set forth in this Agreement. 14.8 Comuterparts. This Agreement may be executed in one or more counterparts and each of such counterparts, for all purposes, shall be deemed to be an original,but all of such counterparts together shall constitute but one and the same instrument,binding upon the parties,notwithstanding that all of the parties may not have executed the same counterpart. n ('I➢nrunrrncv and SmhngslgodonlLoro!Sruingslrernpomry finern¢�FUcDLODIPjpw nrgrm ogre doc 14.9 Aulicable Law. This Agreement shall be governed by, and construed and enforced in accordance with,the laws of the State of California and the applicable venue shall be Riverside County. 14.10 No Representation as to Profi_t_a_bili . hi perfonrung its obligations hereunder,noting herein contained is intended to impose upon Manager any obligation to achieve,for the benefit of City, any Net Operating Income. Manager has made no representations, warranties or promises that Manager (on behalf of City)will be able to achieve or obtain any Not Operating Income from the Facility and City aclmowledges that no such representations,warranties or promises have been made by Manager. In connection with the foregoing,neither Manager nor any Manager affiliate and none of their officers,joint venturers, employees or agents shall be liable or bound in any manner by any verbal or written statements,representations,or information pertaining to: (i)the profitability of operations of the Facility, and(ii) any benefits which may or may not accrue to City resulting from such operations. In no event shall Manager or any Manager affiliates have any obligation to reimburse City any part of any net loss resulting from the ownership, operation or management of the Facility. 14.11 Limitation of Liability. (a) City agrees that no partner,co-venturer, employer, agent, director, officer, sharebolder or employer or Manager, shall be personally liable to City or anyone claiming by,through or under City,by reason of any default by Manager under this Agreement or for any amount that may become due to City by Manager under the terms of this Agreement or otherwise- (b) Manager agrees that no officers, agents, or employees of City shall be personally liable to Manager or anyone claiming by,through, or under Manager by reason of any default by City under the Agreement, or for any amount that may become due to Manager by City under the terms of this Agreement or otherwise. 14.12 Indemnification by City_ City shall defend,indemnify and hold Manager and Manager's owners,officers,directors, employees, agents,and legal representatives harniless of and from all liability, loss,damage, cost, or expense(including,without limitation,reasonable attorneys fees and expenses, whether inured at the trial,pretrial, or appellate level) arising from or relating to the ownership or operation of the Facility or other conditions existing at the Facility or activities performed or to be performed by City(or its agents, employees and representatives) under this Agreement or any other acts or omissions of City(or its agents, employees and representatives),to the fullest extent permitted by law, excepr to the extent that the same may be covered by actual proceeds obtained from insurance maintained pursuant to this Agreement or paid or payable to Manager or to the extent such liabilities were Caused by Manager's(or its officers,directors or employees)willful or criminal misconduct, gross negligence or fraud. 14.13 Indemnification by Manager. Manager shall defend, indemnify and bold City and City's agents, employees, and legal representatives harmless of and from all liability, loss, damage, cost, or expense(including,without limitation,reasonable attorneys fees and expenses,whether incurred at the trial,pretrial, or appellate level), arising from,relating to, or occasioned by Manager's(or its officers', directors and employees)willful or criminal misconduct, gross negligence, or fraud,to the fullest extent permitted by law,except to the extent that the same may be covered by actual proceeds obtained from insurance maintained pursuant to this Agreement or paid or payable to City. 14.14 Force Majeure. Neither party shall be liable or responsible to the other party for any delay,damage,loss,failure,or inability to perform caused by`Force Majeurd'ifnotice is provided to the other party within ten(10)days or the actual knowledge of the event of"Force Majeurd'that such party is 10 C IBocumerrtr and$crtlrigdgadnrrlLocr l SettmyrlTrnrpomry Internet FJrel01.A:/]Ine•x urr'ryr aT odor unable to perform. The term`Force Majeuffas used in the Agreement shall include the following: an act of God, strike, act of the public enemy,war,nines or other items of ordinance,blockage,public rioting, lightning, fire, store i, flood, explosions,inability to obtain materials,supplies,labor permits, servitudes, rights of way,acts or restraints of any governmental authority, epidemics,landslides,lightning storms, earthquakes,floods, storms,washouts, arrests,restraints or rulers and peoples, civil disturbances, explosions,breakage or accident to machinery or lines of equipment,temporary failure of equipment, freezing of equipment and any other cause whether of the lands specifically enumerated above or otherwise which is not reasonably within the control of the parties hereto and which by the exercise of due diligence could not be reasonably prevented or overcome. 14.15 Survival of Covenants. Any covenant, term or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 14,16 Third Parties. None of the obligations under this Agreement of either party shall run to or be enforceable by any party other than a party to this Agreement or by a valid assignee. 14,17 [Reserved.] 14,13 No Presumption Regardin Drafter. City and Manager acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between City and Manager, and that this Agreement reflects their mutual agreement regarding the subject mater of this Agreement. Because of the nature of such negotiations and discussions, it would be inappropriate to deem either City or Manager to be the drafter of this Agreement, and therefore no presumption for or against the drafter shall be applicable in interpreting or enforcing this Agreement. 14.19 [Reserved.] 1420 [Reserved.] 14.21 [Reserved.] 14.22 [Reserved.] 14.23_ Release. The Parties to this Agreement, and each of them, for themselves and their subsidiaries, members, partners, representatives, employees, officers, directors, predecessors, successors, assigns, affiliates and agents, and each of them, do hereby fully remise, release and forever discharge the each other and their representatives, members, partners, predecessors, successors, assigns, officers, agents, directors, stockholders, owners, servants, employees, attorneys, assigns, affiliated parent and subsidiary corporations or companies,past and present, and each of them, of and from any and all manner of actions, suits, liens, debts, dues, damages, claims, sums of money, obligations, liabilities,judgments, bonds, executions and demands of every nature, kind and description whatsoever, whether known or unknown, and whether suspected or unsuspected, either at law, in equity or otherwise, which may have arisen under and by virtue of the laws of any jurisdiction, which the Duties have had or claim to have had or now have or claim to now have against each other, whether arising out of lvlanagefs operation of the Facility or otherwise. u � ClOoru�urnrr mid Srmnwlgadmr¢xolSemnFalTempomry lnwrnrr flleslOLK:Plrmunnpnn ngrrdnr Further, with respect to the release contained in this Agreement, the Parties expressly waive and relinquish all rights and benefits afforded by Section 1542 of the California Civil Code,which provides as follows: `AGeneral release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which if known by him or her must have materially affected his or her settlement with the debtor" C M Initials City Initials The Parties hereby warrant and guarantee that they have full and complete authority to release all such claims on behalf of themselves,their heirs, assigns and successors in interest_ Thus release does not and shall not extend to any claims which may accrue after October 28, 2008, IN WITNESS WHEREOF,the parties hereto have executed this Management Agreement as of the date set forth above. [Signatures on the following page.] 12 C IDone ents and SettngrlgodoiALoenl SerrrngslTempo=,1nomefldrfl=2D1nrw rnprnr ogre dor CITY OF PALM SPRINGS, a public body, corporate and politic ATTEST: APPROVED BY CITY COUNCIL City Cleric ! e) 0/�jv8 AFPROV AS TO FORM: City /ttomey `MANAGER' CGPM MANAGERS,LLC By: / Name: Title: S�cTiF�� [Management Agreement—October 27,2008] File CIDocamemsand SeaingslpdairLoccl Seafry s;Tenrp=m Intemet FilesIOLK2DInni m ;tcgredx N+3v�1��' -` s's'�u,•�"�• ~t EXHIBIT A SCOPE OF WORK Manager shall perform the following Scope of Work: I_ Responsibilities ofManager. (a) Negotiate, execute and perform, on Citys behalf, and in Citys name,contracts,use agreements,and other agreements (1) with concessionaries and tenants and other intended users of the Facility or any part thereof; or(2)that otherwise pertain to the use, operation,marketing and promotion of the Facility or any part thereof. Citys prior approval shall be required if such contract(s) or amounts therefor are not included in the approved Budget; (b) [Reserved.]; (c) Coordinate all advertising,promotional activities,marketing, and public relations for the Facility; (d) [Reserved.]; (e) Execute and perform contracts,use agreements, licenses and other agreements(1) for all sponsorships,including the use of advertising space in or about the Facility and all advertising rights of whatever kind or nature relation to the Facility; and(2) for the sale, promotion,marketing and use of all names,trademarks,trade names,logos and similar intangible property relating to the Facility. City's prior approval shall be required if such contract(s) or amounts therefor are not included in the approved Budget. (f) Operate,procure or cause to be operated concessions within the Facility for the sale of food,beverages, and boll shop merchandise; (g) Establish and maintain consistent procedures for cost estimating and reporting and payment of invoices,including preparation of budgets and reports; (h) [Reserved.]; (i) Retain legal counsel in connection with Managefs duties herein;provided,however, that City shall have the right to approve such counsel in the event that City may ultimately be liable for such costs,which consent shall not be unreasonably withheld; (j) [Reserved.] (k) [Reserved.] (1) [Reserved.] (m) Furnish(at Cites cost)all scrviccs,materials, tools,machinery, equipment, furnishings and other items necessary to accomplish this Scope of Work; FXHTBIT A TO MANAGEMENT AGREEMENT (n) Devise and implement procedures reasonably designed to keep the Facility in good order and condition, subject to ordinary wear and Lear,and maintain the Facility in such order and condition, subject to the responsibilities of City; (o) Provide quarterly performance updates to the City Council, either in written or oral form at the request of the Contract Officer; and (p) Cause to be performed(at Citys cost)404 Permit inspections (pursuant to Federal Clean Water Act § 404) of the Facility by May 31,2009 and provide to City by August 30, 2009, a written evaluation of the Facility's 404 Permit compliance and deficiencies, if any, in a form acceptable to the City 2. Personnel. (a) General Manager. Manager shall select, and City shall have the right to approve(which approval shall not be unreasonably withheld),the General Manager and Course Superintendent who will be placed on site at the Facility. The foregoing persons may not be replaced or nor may their responsibilities be substantially reduced by Manager without written approval of the Citys Authorized Representative(which approval shall not be unreasonably withheld). (b) General. In addition,Manager shall employ or contract for the employment of all of the employees of the Facility. Manager shall recruit,hire,train, discharge,,promote and supervise the management staff of the Facility and shall supervise,through the management staff, shall supervise the recruiting,luring,training, discharge,promotion and work of all other employees of the Facility. All employees of the Facility shall be properly qualified for their positions, and the Compensation of such persons shall be comparable to the compensation of employees of other comparable golf courses in the Coachella Valley. The Compensation of the management staff and all other Facility employees shall be an expense of the Facility payable by City as established in the Budget. (c) Pension and Benefit Plans. Manager shall have the right to provide eligible employees of the Facility with pension,profit sharintr and other employee retirement benefits and disability,health and welfare benefits and other benefit plan or plans now or hereafter available to employees of other Manager-owned and/or operated golf courses and country clubs and to charge the Facility with its allocable share of such Manager plan or plans to the extent established in the Budget. (d) Temporary Assignment of Managers Other Personnel. If Manager shall reasonably deem it advisable,Manager may temporarily assign to the Facility the general manager,the head golf professional and other members of the management staff from the employees of Manager or Affiliates of Manager or from the staff of other manager-owned and/or operated golf courses and country clubs. During such time as these employees are temporarily assigned to the Facility, all such employees will he paid their regular Compensation,and the pro-rata share of such employees Compensation equal to the actual time such employees worked at the Facility shall be an Operating Expense of the Facility. Any Compensation paid to any such employee will be included in the Budgeted limits for amounts to be paid for Facility personnel. Notwithstanding the foregoing,any such assignment of more than two persons or for more than 31 calendar days during the Term is subject to the Citys prior approval. EXIiiBFF A TO MANAGEMENT AGREEMENT 3. Reimbursement to Manager. Subject to the limitations imposed by the Budget,Manager shall be entitled to be reimbursed for all costs and expenses incurred by Manager as the result of Manager's performance under this Agreement,including(a) all costs and reasonable attorneys' fees incurred by Manager, including attorneys fees of both in-house legal counsel and outside legal counsel,in connection with defending any claims or actions against Manager relating to the Facility, except any such claims brought by the City or against which Manager is required to indemnify the City and(b) all extraordinary expenses not reasonably anticipated by the parties or otherwise provided for in this Agreement, with the prior written consent of the Citys Authorized Representative. 4. Duty and Liability. Manager shall owe to City a duty to perform its obligations under this Agreement and to manage and operate the Facility at all times in a manner consistent with the Performance Standards described below. Manager shall not be liable,responsible or accountable in damages or otherwise to City or to any other person for any act or omission that is within,or that the Manager reasonably believes to be within,the scope of its authority under this Agreement; provided however,that Manager shall be liable for that portion of any loss sustained by City or any other person which is caused by: (a) acts or omissions of the Manager in bad faith or proximately resulting from Managefs gross negligence or intentional misconduct, or (b) any Temination Event caused by the default of Manager. 5. Performance Standards. Manager agrees to: (a) Manage and operate the Facility as a first-class facility in a condition commensurate with other first-class golf course facilities operated in the Coachella Valley, so as to n,;n;n,;ze Operating Expenses and Maximize Operating Revenue; (b) Refrain from permitting the Facility to be used without reasonable charge for such use, absent the prior written consent of the Citys Authorized Representative; (c) Perform the Maintenance and Repair Obligations; (d) [Reserved.]; (e) Use commercially reasonable efforts to cause all persons using the Facility or attending events therein comply with all Legal Requirements of all governmental authorities having jurisdiction over the Facility; (f) [Reserved.]; (g) Perform its obligations under this Agreement in accordance with the Legal Requirements of all governmental authorities having jurisdiction over such obligations,or any part thereof;provided,however,that if any Legal Requirement enacted after the execution hereof necessitates any structural change to all or any portion of the Facility, City shall be responsible, at its sole cost and expense, for complying with such Legal Requirement; and EXHIBIT A TO MANAGEMENT AGREEMENT (h) Promptly and fully discharge and pay all of its obligations under this Agreement at or prior to the times specified for performance or payment; provided,however,that nothing herein shall prohibit Manager from reasonably contesting the validity of any claim against Manager(any such claim due and owing to be promptly paid by Manager upon the conclusion of such dispute by final non-appealable judgment or otherwise). 6. Measurable Quality Standards. Manager also agrees to meet or exceed each performance standard established on Exhibit Fhereto,which performance shall be measured and evaluated by City not more frequently than monthly throughout the Term. City shall notify Manager of any measurement and/or evaluation to occur pursuant to this Section no less than seven(7) days prior to its occurrence. 7. Measurable Performance Standards. Manager also agrees that, throughout the Term(but except as provided below),the average number of paid rounds played at the Facility,measured on a two- year basis(Measurement Period)shall in no event be less than 80%of the average number of paid rounds played at the Facility for the three(3)year period ending one year prior to the last day of the Measurement Period. Notwithstanding the foregoing,Manager's inability to satisfy the requirements of the foregoing sentence shall not constitute a terminating event under this Agreement if any of the following is true during the Measurement Period,and only to the extent thereof: (a) Any Force Majeure event has occurred and materially and adversely affected Manager's operations at the Facility; (b) A dramatic change has occurred in market conditions(including, for example, the addition of an unusual number of new golf course in Palm Springs or an extraordinary decline in hotel occupancy in Palm Springs); (c) Manager has significantly changed its pricing strategy with respect to its operations at the Facility with the intention of maintaining Operating Revenues at then-existing levels; (d) Other events clearly beyond Managers control(including inclement weather)have materially and adversely affected Manager's operations at the Facility; or (e) All or any material portion of the Facility was temporarily closed for a significant amount of time to accommodate construction and/or installation of City-approved Capital Improvements. The first measurement performed under this Section shall be with respect to the Measurement Period ending December 31,2008 and shall include all periods preceding this Agreement. 8. [Reserved] 9. [Reserved.] 10. Fees and Charges. Manager shall recommend, and the City shall approve the green fee rates (including any resident green fee discounts),the rates for rental clubs and the rates for the driving range. Manager shall set all other rates. All fees,charges, and prices shall be competitive with other first class public golf courses in the Coachella Valley. EXTTMIT A TO MANAGEMENT AGREEMENT EXHIBIT B OPERATING EXPENSES `Operating Expenseg'sball mean and include all expenditures or obligations of whatever kind or nature incurred or accrued by Manager in any specified period during the Term, as limited by the Budget and within(or reasonably believed by Manager to be within)the scope of Managet s authority or responsibility under this Agreement. Except as otherwise set forth in this Agreement, Operating Expenses shall not include any expenses of Manager's corporate office, or any services rendered by Manager's corporate offices,or the compensation of any corporate or regional employee of Manager, Operating Expenses shall include,to the extent established in the Agreement: • all payments made or liabilities incurred to obtain Operating Revenues; • salaries,wages, applicable payroll taxes, benefits, costs and expenses of personnel working at the Facility; • contract labor • maintenance and repairs (whether ordinary or extraordinary,and whether foreseen or unforeseen); • utilities; • telephone; • telecommunications and broadcast facilities; • dues,memberships and subscriptions; • security; • audit and accounting fees; • legal fees,to the extent established in the Agreement; • other professional service fees, subject to the prior written consent of the Cays Authorised Representative; • fees payable to concessionaries or other subcontractors; • refuse removal; • cleaning; • sales and other applicable taxes; • building supplies; • ticket or other sales commissions; • premiums for insurance required by the Agreement; • data processing; • advertising; • marketing and market research,- pest control; EXHIBIT 13 TO MANAGEMENT AGREEMENT • office supplies; • employment fees; • freight and delivery; • lease of equipment or furnishings; • credit card and debit card fees and charges and telecheck fees and expenses; • travel(economy class),lodging and related out-of-pocket expenses of officers,directors and corporate personnel of Manager properly allocable to the performance of Managefs obligations under this agreement; • travel (economy class), lodging and related out-of-pocket expenses of employees of the Facility conducting business on behalf of the Facility; • Management Fees; • charges for fidelity bonds; • expenses incurred in complying with.all Legal Requireinents; • and all other costs and expenses incurred in accordance with the terms of this Agreement by or for the account of City reasonably related to manager's performance of this Agreement, o including all damages, losses or expenses suffered or paid by Manager or its agents or employees as the result of any and all claims, demands, suits causes of action, proceedings,judgments and liabilities, including court costs and attomeye fees, incurred or sustained by or against Manager; e but excluding • any portion of any Capital Expenditures expended, • any portion of any loss or damages suffered by Manager or its agents or employees as a result of • any actor omission of Manager made in bad faith or involving negligence or intentional misconduct; or • any Termination Event willfully caused by Manager and/or • non-cash expenses such as depreciation. Operating Expenses shall not include and Manager shall not be responsible for the payment of any debt service relating to the construction, expansion or development of any portion of the Facility. Manager or its Affiliate may perform services as a representative of a manufacturer to secure the benefits Of lower costs to the City,provided that any resulting savings shall be passed on to the City, including representativeq fees. In addition, all trade discounts,rebates and refunds pertaining directly to purchases for the Facility shall accrue to the benefit of the City. If any purchases of goods or services for the Facility are made from or through an Affiliate of Manager,the charges to the Facility for such goods or services shall be on the same terms as those made to other golf courses operated by Manager and shall not exceed the market prices for such goods and services. EXIITBrr B TO MANAGEMENT AGREEMENT EXHIBIT C OPERATING REVENUES `Operating Revenue'shall mean all money received as a result of the operation of the Facility and the sale of goods and services at the Facility, determined on an accrual basis in accordance with GAAP consistently applied. All Operating Revenues shall be the property of the City managed by the Manager. Operating Revenue shall include: • Green fees; • Membership initiation fees, dues, and other payments by members; • Rental fees for golf carts,hand carts, golf clubs, and other rental items; • Range balls; • Rental and concession payments; • Food and beverage sales,- Liquor sales; • Revenue generated from space rentals and from meetings,banquets,parties,receptions, tournaments,and other group gatherings; • New and used merchandise sales; • Instruction fees; • Vending sales (or,if applicable,receipts from vending companies); and • Proceeds from business interruption insurance. Operating Revenue shall not include: • Cash refunds or credits allowed on returns by customers; • Sales taxes, excise taxes, gross receipts taxes and other similar taxes now or later imposed upon the sale of food,beverages,merchandise or services and paid by Manager to the appropriate taxing authority,but only if collections from the customer are accounted separately from the selling price; • Fees charged by a golf professional or other golf instruction entity functioning as an independent contractor for the teaching of golf lessons and instruction i f Manager receives no revenue from such golf lessons; • The actual uncollectible amount of any check or bank draft received by Manager as payment for goods or services and returned to Manager from a customers bank as being uncollectible (commonly`hon-sufficient funds checks),but only after Manager has made commercially reasonable efforts to collect on the check; • The actual uncollectible amount of any charge or credit account(commonly"bad debts')incurred by Manager for the sale of merchandise or services;provided,however,that the credit was extended to the customer by Manager, and that commercially reasonable efforts to collect said account have been made; EXHTBrr C TO MANAGEMENT AGREEMENT • The actual uncollectible amount of any sale of merchandise or services for which Manager accepted a credit card;provided,however,that Manager has made commercially reasonable efforts to collect the debt after being notified by the issuing bank of the invalidity or uncollectibility of the charge; • Interest or other charges paid by customers for extension of credit by Lessee and the associated costs therefor; • Interest earned on funds held in the Operating Fund, • Sales or trade-ins of machinery,vehicles, trade fixtures or personal property used in connection with Manager's operation of the Facility(sales of any such items owned by Manager shall constitute Manager's sole revenues; sales of such items owned by City is prohibited without the prior written consent of the Citys Authorized Representative),- The value attributed to an exchange or transfer of any merchandise, supplies or equipment exchanged or transferred from or to other locations of business of Manager where such exchange or transfer is not made for the purpose of avoiding a sale which would otherwise be made from or at the Facility; provided,however,that revenues generated from the sale of any such merchandise, supplies or equipment to customers at the Facility shall not be excluded from Operating Revenue,- Receipts in the form of refunds from or the value of merchandise, supplies or equipment returned to shippers, suppliers or manufactures; • The value of any cash or quantity discounts received from sellers, suppliers or manufacturers; • The amount of any gratuities paid or given by customers to or for employees of Manager; • Receipts from the sales of uniforms or clothing required to be worn by employees; • Amounts attributed to meals served or provided to employees of Manager; • Receipts from the sale of waste or scrap materials resulting from Managefs operations; • Amounts attributable to play by members of any frequent user or affinity or card-based loyalty program associated with or contracted for by Manager, exercising their membership right to play a limited number of rounds without separate payment of greens fees (except that Manager shall separately account for such rounds and City and Manager will renegotiate this provision if the number of such rounds played in any calendar month exceeds two percent(2%) of all rounds played at the Facility); • The amount of any funds received by reason of reservation or similar service charges imposed over and above any green fees,cart fees,and the like, for operation of an advance reservation system(except that Manager shall separately account for such funds and City and Manager will renegotiate this provision if the amount of such funds exceeds an amount equal to five percent (5%) of total Operating Revenues); • Any amount received ftom a hospitality(or sim lar) establishment, including any hotel chain,by reason of a premium or fee paid to Manager by such establishment for the privilege of offering and/or advertising`�package dealt to its prospective customers,provided that the Citys Authorized Representative has given her prior written consent to any discounts offered in consideration for said premiums or fees; • Proceeds of borrowing by City; • Proceeds paid as a result of an insurable loss,unless paid for the loss or interruption of business, to the extent such sums are used to remedy said loss; and • Any deposits by the City to the Operating Fund. Manager shall not engage in any in-kind,barter, or like transactions with reference to the Facility without the prior written consent of the Citys Authorized Representative. EXHIBIT C TO MANAGEMENT AGREEMENT EXHIBIT D INSURANCE 1. Coverage. (a) Manager shall cooperate with City to procure and maintain, as a budgeted expense,all property,business interruption, comprehensive liability, automobile liability and workers compensation insurance required by the City's Authorized Representative. (b) Manager agrees to procure and maintain, at all times during the Term, and at Manager's expense, fidelity insurance covering all Facility employees who are Manager's employees, in an amount not less than Five-hundred thousand dollars($500,000). (c) Manager agrees to provide all certificates of insurance evidencing the existence of insurance required by the City. (d) [Reserved.] (e) City acknowledges and understands that Manager has made no representations or warranties that such insurance is adequate to protect City. If City believes that any such insurance is insufficient, City shall provide, at Citys expense, such additional insurance as City deems adequate. Manager shall not be responsible for any losses,damages, liability or expenses that may not be covered by any of the insurance specified in this Agreement. 2. Policies and Endorsements. (a) [Reserved.] (b) [Reserved.] (c) Blanket Policies. Any insurance policies provided by City or Manager may be effected under policies of blanket insurance which cover other properties in addition to the Facility, and in such case an allocable portion of the premiums for such blanket policies of insurance shall be charged to the Facility. 3. Waiver of Subrogation. Neither Manager nor City shall assert against the other,and Manager and City hereby waive with respect to each other, any claims and rights to recovery for any losses, damages, liability or expenses(including reasonable attorneys'fees)incurred or sustained by either of them on account of injury to persons or damage to property arising out of the ownership, operation and maintenance of the Facility,to the extent that the same are covered by insurance. City and Manager hereby grant to each other,on behalf of any insurance company providing insurance under this Agreement, a waiver of any right of subrogation which any insurer or party may acquire against the other party by virtue of payment of any loss under any insurance policy. City and Manager shall cause each such insurance company to provide a written subrogation waiver indicating that such insurance company waives all right of recovery by way of subrogation which such insurance company may acquire against City or Manager(as the case may be)and their insurance companies. EXHIBIT n TO MANAGEMENT AGREEMENT EXHIBIT F MEASUP ABLE QUALITY STAIVDAIWS EXH03IT F TO MANAGEMENT AGREEMENT PaOpr Golf Performance StandaW Golf Course Maintenance Greens The quality of the Greens is the single most Important factor in reference to the playablity of the Golf course. Quality conditions include—good turf density,color, smooth putting surface, and consistent putting speed. Description of Standard Rating (excellent-good-fair) Comments A. Mowing Frequency Daily-rotate perimeter cut every other day (monitor with weather conditions,traffic and wear) & Mowing Height During optimum play period from October through April,the greens will De malntsined consistently at t/W. Non-peak - seasons will be maintained at 3116'and/or adjusted to weather and turf conditions. During fall ovetseeding the cutting height will be 1/4'to accomplish seed development. It would require unusual turf or climatic conditions to maintain the turf beyond 31160. C. Putting Speed The greens speed will be between 8 and 9 an a stimp meter on a year-round basis and can be adjusted accordingly for special events. D. Turf Density/Color E. Rotation of Pin Positions F. Player comments observations/Ra t:ommendations t EXHIBIT "F" PAGE 1 of 15 3rC9 PaOer Gaff Performance Stand*s Goif_Course Maintenance - Page 2 Collar and Approaches The turf density should be consistent with quality conditions of the greens. Mowing height will be slightly upward to provide detinitlon from putting surface to collar to intermediate rough. Description of Standard Rating (excellent-good-fair) Comments A. Mowing Frequency Three days weekly(Monday,Wednesday, Friday) 6. Mowing Height As per the referenced guidelines from the City of Palm Springs,the collars and approaches will not be maintained above 100%of the greens height of cut. _ C. Turf Density/Color 0. Player comments Observatioits/Re commendations EXHIBIT "F" PAGE 2 of 1.5 3y�CA Pier Golf Performance Stands Golf Course Maintenance -Page 3 fees All tee top surfaces should be level and smooth with goad turf density, Proper rotation of tee markers is essential for dispersing traffic wear, Description of Standard Rating(excellent-good-fair) Comments A. Mowing Frequency Three days weekly(Monday,Wednesday, Friday) B. Mowing Height During the optimum play period of October through April,the tee top mowing height of cut will be 114'. The non-peak periods will he maintained at 313 to 1/2', according to turf and climatic conditions. D. Turf Density/Color E. Tee Marker Rotation F. Player Comments Observat i onslReco mmen dations EXHIBIT "T+" PAGE 3 of 15 Pa&r Golf Performance Stands Golf Courser Maintenance -Page d Fafrways Quality playing conditions for the fairways include—goad turf coverage wall to wall. A mowing width in landing areas between 25 to$5 yards wide. Proper drainage of all turf areas. Description of Standard Rating (excellent-good-fair) Comments A. Mowing Frequency Seasonal,during winter season fairways will be mowed November through May at a frequency of five days weekly, during summer months,three to four days weekly. 6. Mowing Height Fairway height of cut will be maintained at _ a consistent year-round basis not to ^, exceed 5/8'. This cut Is higher than-what Is identified for professional tournament play ortelevision coverage. In preparation for such an event, it would he appropriate to groom the fairways at 1/2'or less. 0. Turf Denslty/Color B. Tee Marker Rotation F. Player Comments Observations/Recommendations EXHIBIT "F" PAGE 4 of 15 Pa&r Golf Performance Stands Golf Course Maintenance - Page 5 Roughs Duality rough playing conditions Include a consistent turf density throughout. smoothness and a well defined definition between fairway and rough. Description of Standard Rating (excellent-good-tair) Comments A. Mowing Frequency Two/three days weekly. S. Mowing Height Mowing height of out in roughs will be maintained between 1 IW to 1 1/2'year round. " D. Turf Density/Color ~ E. Tee Marker Rotation F. FlayerComments observations/Recommendations EXHIBIT "F" PAGE 5 of 15 PANer Goff Performance Stands Golf Course Maintenance -Page 6 Goff Course Set-Un Daily course preparation before start of play. Description of Standard Rating{excellent-good-fair) Comments A. Pin placements B. Tee marker placements - C. Raktnp of sand bunkers D. Securing hazard stakes - 1. Out of hounds 2. Lake hazards E. Service half washers P. Secure ropes and stakes for traffic control (turf wear) G. Mark any ground under repair areas(free drop zone) M. Service drinking water coolers I. Empty trash receptacles J. Pollee entire course for miscellaneous _ debris K Driving range tee set-up 1. Rotate teeing areas regularly 2.Topdress divots 3. Balls picked up daily 4. Ensure all target signs are straight, upright Observations/Recommendations EX141$IT "F° PAGE 6 of 15 PaWr Golf Performance Stands Golf Course Maintenance - Page 7 Golf Course Accessorles Checklist Insure that all course accessaries are adractive, neat and clean on a daily basis. Description of Standard Comments Good, Repair or Replace A. Flag and Pale a. Tee Markers C. Ball Washers D. Tfash,Receplacles F— Benches F. Yardage Markers G. Trap Rakes H. putting Cups I. Practice Green Marker J. Course Information Signs - r EXH1$IT "P"' PAGE 7 of 15 - - '3d!fir Pa&r Golf Performance Stands Golf Course Maintenance - Page 8 Golf Course Miscellaneous Groarrflna Regular detail grooming checklist. Description of Standard Hating(excellent-good•fair) Comments A. Manicuring of all trees S. Trim turf edge around ail sand bunkers C. Cleaning and manicuring of all flower beds D. Timely replacement of annual flowers E. Trim around all yardage markers F, Edging and trimming all sand bunkers G. Monitor rotation of ropes to control cart traffic H. Monitor for vandalism/graffiti I. Monitor securrty/Propertyfences Observations/Recommendations EXHIBIT "F° PAGE 8 of 15 PaOer Golf Performance Stands Golf Course: Maintenance - Page 9 Maintenance Staff Golf Course Superintendent must be properly educated in the field of course maintenance and agronomy. He or she must have leadership ability to supervise people. Palmer Golf will employ ample staff to carry out the duties of maintaining the course to Palmer standards. Description of Standard Comments Excellent,Good,Fair A. Golf Course Superintendent B. Train staff on player courtesy _ w C. Ensure that staff has appropriate clolhingluniform Observations/Recommen datlo ns Goff Course MgLY?tenance Faci/ify The Service building should be organized and clean. The chemical area and work,shop must Comply with all OSHA and EPA regulations. Building and equipment should be In good condition. Description of Standard comments Excellent, Good, Fair A. Service section of building must be well organized and clean S. Monitor to insure there are no safety hazards G. Scheduled inspection visit from Palmer Golf staff. observations/Recommendations EXHIBIT "F" �; 1 PAQE 9 of 15 Pa*6r Golf Performance Standags Golf Course Maintenance - Page 10 i�au7pment Services Maintenance equipment must be serviced and maintained to provide for safety of operation and to perform effectively. bescription of Standard Comments Excellent, Good,Fair A. Maintain parts inventory S. Follow routine service checklist C. Ensure equipment is safe to operate Observations/Recommendations t EXHIBIT "F" PAGE 10 of 15 Pacer Golf Performance Stands Page 1 Pro Shon Description of Standard Comments Excellent, Good, Fair A. Tee times are taken within stipulated _ T procedures. B. Service is fast and friendly. C. Professional lesson schedules are offered. D. Management participate with local civic and charitable groups. E. pally accounting procedures are adhered to. F. Raln checks are given within described guidelines. G. Players are acquainted with rules and regulations before playing. H. Dress code of players is enforced. I. Course repairs and maintenance underway are noted In conspicuous fashion. _ J. "Pace of Play^program is Implemented and enforced. K. Hours of operation are posted and adhered to. L. Rental clubs are available and In good working order. M. Drug free workplace is implemented and supported. N. Work areas are clean and neat. O. Local vendors are used when available. P. Customer Comments Ob.=Vatlo ns/Recomrrr a ndatlons 3 4, EXHIBIT "k"' PAGE 11 of 15 Parer Golf Performance Stands Page 2 Merchandtsinrl Description of Standard comments Excellent,Good,Fair A. Merchandise is presented In an attractive manner. B. Merchandise is up to date and desired by customers. C. Special orders are accepted with 100% deposit paid. D. Merchandise selections are varied. fn. Golf shop price credit is sold with tournaments as much as possible. F. Merchandising fixtures are safe, In good repair,and clean. G. National Account programs are used vehen available. H. Merchandise is logoed when appropriate. I. Local vendors are used when available. J. Sales promotions are run. observations/Recommendations .EXHIBIT "Frr PAGE 12 of 15 UA P:Oer Golf Performance Stands Page 3 Cusfomer Service Description of Standard Comments Excellent,Good, Fair A. Customers are given recognition upon entering pro shop. 13. Customers are called by name If posaible. C. Customers are treated to a'Member for a Day"country Club feeling, D_ Phone is answered In a courteous manner. E. Employees wear name tags at all times. F. Employees are In uniform at all times. G. Employees personal appearance and uniforms are neat and clean. Ob servati onslRecommendations Golf Carts Description of Standard Comments Repair or Replace A. Damage is noted upon return to staging are after each use. Observations/Recommendations EXHIBIT 'IFW PAGE 13 of 15 i PaWr Golf Performance Stands Page 4 Clubhouse Description of Standard Comments Excellent, Good, Fair A. All areas of Club House in good condition and properly serviced B. All equipment is clean and well maintained. C. All operations are in compliance with health department requirements and city codes. Observations/Recommendations - Afarketin g Description of Standard Comments Excellent,Good,Fair A. Marketing materials are attractive and widely distributed. B. Stay and Play agreements are established with major hotels. C, Local corporations and businesses are marketed and used for services when appropriate. D. Rapport is astabrished with local press. E Advertising communicates and promotes to local and tourist market. ' F. Public Relations is done on local and national level. Observations/Recommendations EXH113IT 'IF" PAGE 14 of 15 P&er Golf Performance Stand s Page 5 Food and Bemmo-P Description of Standard comments Excellent,Good, Fair A. Food Service area Is clean and free of debris. B. Food is prepared in an attractive manner. C. Store rooms are clean and In order. D. Food is fresh and in good selection is offered. E. Sink areas are clean and sanitary. F. Menu pricing is competitive and presented in an attractive,friendly fashlon. G. Local vendors are used when avallable and competitive_ Observations/Recommendations EXHIBIT "F, u PAGE 15 of 15 State Farm General Insurance Company A Stock Company With Home Offices in Bloomington, Illinois PO Box 2356 Bloomington IL 61702-2356 A;14 ( AStateFarm, 1 :i� i.:1. AT1 002657 3200 HH pp3-282C-FACE F HW CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 I'Ill'�'ll�iilllnllll,J����Il�rlrrl'I�I��'����Il�ll���llrlr�lll Homeowners Policy Location of Residence Premises 2484 S PEBBLE BEACH DR PALM SPRINGS CA 92264-5966 Construction: Frame Year Built: 1966 RENEWAL DECLARATIONS AMOUNT DUE: None Payment is due by PAID BY SPECIFIED PARTY Policy Number. 75-EL-P541-5 Policy Period: 12 Months Effective Dates: JUL 08 2023 to JUL 08 2024 The policy period begins and ends at 12:01 am standard time at the residence premises. Your State Farm Agent JESSE MCARTHUR INS AGENCY INC 232 E GRAND BLVD STE 104 CORONA CA 92879-1579 Phone: (951) 273-0400 Roof Material: Metal Roof Installation Year: 2010 Automatic Renewal If the POLICY PERIOD is shown as 12 MONTHS, this policy will be renewed automatically subject to the premiums, rules, and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lien- holder written notice in compliance with the policy provisions or as required by law. IMPORTANT MESSAGES This policy includes building code upgrade coverage of $67,980, Refer to the Important Notice for possible terms, limits, conditions, or restrictions. Please help us update the data used to determine your premium. Contact your agent with the year each of your home's utilities (heating/cooling, plumbing, or electrical) and roof were last updated. PREMIUM Annual Premium $1,737.00 Your premium has already been adjusted by the following: Home/Auto Discount Claim Record Discount Total Premium $1,737.00 RECEIVED ;:AY 2 3 2023 City Hall Reception Desk Prepared MAY 112023 Page 1 of 3 HD-2DW ' '--"'K.d�---__Y a8d�t'.1W,401. k* Jr A&6ram &1rVWCC4S'r�AnC'V 011440 920 Al T! N imtrmaei 04-042016 ^StateFarm'' NAMED INSURED MORTGAGEE AND ADDITIONAL INTERESTS BAKER, NICHOLAS & CLINCKSOOR, FREDERICK �A mb r: IS UoT gVg RICA NA Loan Number: F�R WORT2H TX 76161-0291 Mortgagee 3200 E TA QUITZ CCITY OF PALM IANYON WAY N/ANGS Number: PALM SPRINGS CA 92262-6959 a, IP17 1}M,1 5240-2639 44 N/ n Number: S SECTION I - PROPERTY COVERAGES AND LIMITS Coverage Limit of Liability A Dwelling $ 679,800 Other Structures $ 67,980 B Personal Property $ 509,850 C Loss of Use $ 203,940 Additional Coverages Arson Reward Credit Card, Bank Fund Transfer Card, Debris Removal Fire Department Service Charge Fuel Oil Release Locks and Remote Devices Trees, Shrubs, and Landscaping II - LIABILITY C( Coverage Forgery, and Counterfeit Money L Personal Liability (Each Occurrence) Damage to the Property of Others M Medical Payments to Others (Each Person) INFLATION Inflation Coverage Index: 371.3 BLES $1,000 $1,000 Additional 5% available/$1,000 tree debris $500 per occurrence $10,000 $1,000 5% of Coverage A amount/$750 per item 100,000 1,000 5,000 Section I Deductible Deductible Amount All Losses 1% $ 6,798 LOSS SETTLEMENT PROVISIONS Al Replacement Cost - Similar Construction 81 Limited Replacement Cost - Coverage B HO-2000 Page Z of 3 I 75-EL-P541-5 ^ StateFarw FORMS, OPTIONS, AND ENDORSEMENTS HW-2105 Homeowners Policy Option ID Increase Dwlg up to $135,960 Option OL Ordinance/Law 100/o/ $67,980 Option JF Jewelry and Furs $1,500 Each Article/$2,500 Aggregate HO-2420 Form 438bfu NS Lndr Loss Pay HO-2779 Wildfire Response End HO-2362 State of Emergency Amendatory HO-2213 Amendatory Endorsement ADDITIONAL MESSAGES The limit of liability for this structure (Coverage A) is based on an estimate of the cost to rebuild your home, including an approximate cost for labor and materials in your area, and specific information that you have provided about your home. CALIFORNIA LAW REQUIRES US TO PROVIDE THE FOLLOWING NOTICE: Our records indicate that you have not purchased earthquake coverage. Anti -Fraud Disclosure - For your protection California law requires the following to appear on this form: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. State Farm uses geographic rating that considers wildfire risk associated with your address. The range of available premium adjustments is currently -41.7% to 376.9%, and your adjustment is 8.8%. If the listed address is not correct, the premium adjustments may be impacted. To appeal the premium due to an incorrect address, please contact your State Farm® agent. Other limits and exclusions may apply - refer to your policy Your policy consists of these Declarations, the Homeowners Policy shown above, and any otherforms and endorsements that apply, including those shown above as well as those issued subsequent to the issuance of this policy. This policy is issued by the State Farm General Insurance Company. Participating Policy You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois. Secreta President Prepared MAY 112023 Page 3of 3 HO-2000 011441 920 N o, 0 Nl ti 0 0 0 0 N P u, ,o m t) Nationwide s on your side How to Contact Us For Billing or Policy questions: 1-661-222-2540 Nationwide Representative: RBP INSURANCE SERVICES, INC AGENT NUMBER:00024324 CONDOMINIUM CUSTOMER NOTICE Policy Number 72 04 UP 019902 Date Prepared AUG 28, 2023 R 57�1 TAHQUITZ CREEK GOLF RESORT 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 See back of this statement for important phone numbers and other information about this insurance. Note: Additional Insured Enclosed is the Condominium Policy Renewal Declarations for: MORSE DEMING & SHEILA DEMING 68865 PASEO REAL CATHEDRAL CITY CA 92234-7144 Total Billed To MORTGAGEE RETAIN THIS PORTION FOR YOUR RECO $1,154.88 At Nationwide, customer service is a top priority. Whether you are a long time customer or new, we want you to know the high value we place on your business. We consider it a privilege to serve you. NATIONWIDE MUTUAL INSURANCE COMPANY RECEIVED - 1 1 2023 HIN 2005 0716 City Hall Reception Desk NATIONWIDE 24-HOUR CLAIM NUMBER 1-800-421-3535 IMPORTANT INFORMATION With your Inflation Protection policy coverage or endorsement, Nationwide Insurance automatically adjusts the Personal Property limits of liability to reflect changes in prices due to economic trends. This helps assure you have only the coverage you need --no more, no less. These adjustments (both increases and decreases) are based on the Consumer Price Index (published by the US Bureau of Labor Statistics) and are applied to your policy at each renewal. FRAUD STATEMENT: For your protection, California law requires the following to appear on this form: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. .'"'• SPECIAL NOTICE '**'** Please notify your agent immediately if the mortgage company shown on the Declarations is not correct. A Message From Your Nationwide Agent: Your policy does not cover flood loss. You can get protection through the National Flood Insurance Program. If you wish to find out more about this protection, please contact your Nationwide Sales and Service office. Your premium may be reduced, if you have a qualifying Nationwide Life/Annuity policy. Please contact your Nationwide Agent for more information. The following discounts may be offered by Nationwide on your policy. To verify which discounts your policy qualified for, please review the Premium Summary sections of this Declarations. For information on qualifying for additional discounts, please contact your agent. Possible discounts available: Home & Car, Multi -Line, Claim Free, Home Purchase, Home Renovation, Home Protective Device, Gated Community, Nationwide Associate, and Fortified Home. For Billing or Policy questions: 1-661-222-2540 For Hearing Impaired: TTY 1-800-622-2421 Your Nationwide Agent: RBP INSURANCE SERVICES, INC 661-222-2540 H I N 2005 07 16 00 N O M 10 10 O O O N O• M Co Co 0 Nationwide is on your side Page 1 of 7 THIRD PARTY DESIGNATION NOTIFICATION Thank you for choosing us to help you protect what's important to you. California law allows you the right to designate an individual to receive a notice of lapse, termination, expiration, nonrenewal, or cancellation of your policy for nonpayment of premium. An individual designated by you to receive a notice of lapse, termination, expiration, nonrenewal, or cancellation of your policy for nonpayment of premium does not have any rights, whether as an additional insured or otherwise, to any benefits under the policy, other than to receive such notice. If you have designated an individual to receive such notice, the individual and their address is displayed below. What you need to do If you wish to add, change or delete a designated person to receive such notice, please contact your agent or member care representative. Contact information can be found on your policy declarations page or cover letter. For help when you need It Your agent or member care representative can answer any questions you have about this notice or other additional coverage options available to you. We appreciate your business and look forward to continuing to serve you. G 1005 CA 04 18 Nationwide, the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. s 2075 Nationwide M 0 M 10 0 0 0 0 N P 10 00 ao Nationwide' F-�)—znr.�u,z de Rev. 01= ®Financial companies choose how they share your personal information Federal and state laws give consumers the right to limit some but not all sharing. Federal and state lawsawsalso require us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and income ' Account balances, transaction history, and credit history a Assets and insurance claim history All financial companies need to share customers' personal information to run their everyday business. in the section below, we list the reasons financial companies can share their customers' personal information; the reasons Nationwide chooses to share; and whether you can limit this sharing. For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal Yes No investigations, or report to credit bureaus For our marketing purposes -- to offer our products and services to you Yes No For joint marketing with other financial companies Yes Yes For our affiliates' everyday business purposes — information about your transactions and experiences Yes No For our affiliates' everyday business purposes — information about your creditworthiness Yes Yes For our affiliates to market to you Yes yes For nonaffiliates to market to you No We don't share Call 1-866-280-1809 — our menu will prompt you through your choices. Please have your account or policy number handy when you call. Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. if you have previously opted out, your request remains on file and you do not need to opt out again. Call 1-800-882-2822 ext. 614-249-6985 or go to www.nationwide.com/privacy Who is providing this notice? Nationwide Mutual Insurance Company and the Nationwide Family of Property & Casualty Companies. For a complete list of our Family of Companies, visit: hops://www.nationwide.com/personal/about-us/affi listed-compani e s How does Nationwide protect my To protect your personal information from unauthorized access and use, we use personal information? security measures that comply with federal and state laws. These measures include computer safeguards and secured files and buildings. We limit access tc your information to those who need it to do their job. flow does Nationwide collect my personal We collect your personal information, for example, when you information? ■ apply for insurance or give us your contact information • pay your insurance premiums or file an insurance claim • show your driver's license We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. Why can't I limit all sharing? Federal and state laws give you the right to limit only ■ sharing for affiliates' everyday business purposes —information about your creditworthiness affiliates from using your information to market to you sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. What happens when I limit sharing for an Your choices will apply to everyone on your account. account I hold jointly with someone else? Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. Our afflUates include financial companies, such as Nationwide Life Insurance Company and Nationwide Financial Services, Inc. Visit nationwide. com for a list ofa liated companies. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. Nationwide does not share with nonqffiliates so they can market to you. Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. Oar joint marketing partners include financial service companies. I Other important information To request access to or deletion of your personal information, send a letter to: Nationwide, 1000 Yard Street GH-2D-0CAI, Columbus, OH 43212, Include your name, address, and your policy, contract, or account number, and describe the information you wish to access or delete. You may correct inaccurate personal Information by visiting Nationwide.com or calling your agent. We can't change information other companies, like credit agencies, provide to us. You'll need to ask them to change it. California Residents Learn more about your rights under the California Consumer Privacy Act by visiting www.nationwide.com/privacy. A IMPORTANT PRIVACY CHOICES FOR California law requires us to send you this opt -out form. If you have already used this form to tell Nationwide your privacy choice, then we have already captured your request and opted you out You don't need to tell us again because your request Will never expire. We respect your privacy choices and how you would like us to use your personal information. Please use this form to tell us more about your choices. Remember, Nationwide offers many financial products and services. You may not want to opt out if you want to receive information about these products and services. Feel free to make your privacy choices at any time. We'll follow your choice within 30 days, unless you tell us that you've changed your mind. To tell us your privacy choice, please do one of the following: 1. Call this toll -free number at 1-866-280-1809. 2. Fill out this form and email it to nomail@nationwide.com. 3. Fill out this form and fax it to us toll free at 1-800-249-8513. 4. Fill out this form and mail it to: Nationwide Attn: Marketing Department One Nationwide Plaza, 1-25-101 Columbus, OH 43215 RESTRICT INFORMATION SHARING WITH COMPANIES WE OWN OR CONTROL (AFFILIATES): EJDo not share my personal information with other Nationwide affiliates. RESTRICT INFORMATION SHARING WITH OTHER COMPANIES WE DO BUSINESS WITH TO PROVIDE FINANCIAL PRODUCTS AND SERVICES: ❑ Do not share my personal information with other financial companies for joint marketing purposes. Unless you opt out, we may share your information with Nationwide affiliates for marketing purposes. We may also share your information with other companies to jointly market financial products and services unless you opt out. Your privacy choice also applies to any joint policyholders listed on your product. First Name Middle Initial Last Name Address Policy or Account Number G-9333-4(01-23) State and Number 6 Nationwide° IMPORTANT NOTICE is on your side Page 1 o` 7 Thank you for choosing Nationwide® to help you protect what's important to you. We value your business and want to ensure you have the most current Summary of Rights for your policy. What you need to know SUMMARY OF RIGHTS The laws of your state require that we provide you with this important notice regarding your rights in the event of an adverse underwriting decision. YOUR RIGHTS FOLLOWING AN ADVERSE UNDERWRITING DECISION In the event of an adverse underwriting decision, you have certain rights available to you. An adverse underwriting decision may include, but is not limited to: a declination of insurance coverage; a termination of insurance coverage; failure of an agent to o apply for insurance coverage with a specific insurance company which the agent ti represents and is requested by you; placement with a residual market mechanism, an 0 unauthorized insurer, or an insurance institution which specializes in substandard risks; 0 or the charging of a higher rate on the basis of information which differs from that which you furnished us. o You have the right to:1) request in writing the specific reason(s) for the adverse underwriting decision; 2) request access to your recorded personal information; and 3) request correction, amendment, or deletion of your recorded personal information. YOUR RIGHT TO REQUEST THE SPECIFIC REASON(S) FOR AN ADVERSE UNDERWRITING DECISION You have the right to request in writing the specific reason(s) for an adverse underwriting decision. In addition, you have the right to request specific items of information that support the action and the right to request the names and addresses of the institutional sources that supplied the specific information. However, this right does not extend to information if we have a reasonable suspicion that criminal activity, fraud, material misrepresentation, or material nondisclosure is involved. To receive this information, please submit a written request within ninety (90) business days from the receipt of this notice. We will respond within twenty-one (21) business days from the receipt of your request. At that time we will furnish you with: the specific reason(s) for the adverse underwriting decision in writing if such information has not already been provided to you; the specific items of personal and privileged information that support the reasons; and the names and addresses of the institutional sources that supplied the specific items of information specified. YOUR RIGHT TO REQUEST ACCESS TO YOUR RECORDED PERSONAL INFORMATION You also have the right to submit a written request for access to your recorded personal information. We may charge a reasonable fee to cover the costs of providing you this information. Within thirty (30) days of the receipt of your request, we will inform you of the nature and substance of the recorded personal information provided that it is reasonably described and is reasonably locatable and retrievable. You have the right to see and GIN 2008 07 16 Nationwide IMPORTANT NOTICE is on your side t) Page 2 of 7 copy the recorded personal information in person or obtain a copy by mail, whichever you prefer. We will also tell you the identity of the persons or organizations to whom we have disclosed the information in the preceding two (2) years and provide you with a summary of the procedures by which you may request correction, amendment, or deletion of recorded personal information. YOUR RIGHT TO REQUEST CORRECTION, AMENDMENT, OR DELETION OF RECORDED PERSONAL INFORMATION If you disagree with our records, you have the right to request correction, amendment, or deletion of any recorded personal information. Within thirty (30) business days of receipt of your written request, we will either. correct, amend, or delete the portion of the recorded personal information in dispute; or notify you of our refusal to make the correction, amendment, or deletion, the reasons for the refusal, and your right to file a statement if you disagree. If we grant your request, we will notify you in writing and furnish the correction, amendment, or fact of deletion to: any person specifically designated by you who may have, within the preceding two (2) years, received the recorded personal information; any insurance support organization if the insurance support organization has systematically received such recorded personal information from us within the preceding seven (7) years; provided, however, that the correction, amendment or fact of deletion need not be furnished if the insurance support organization no longer maintains recorded personal information about you; and any insurance support organization that furnished the personal information that has been corrected, amended or deleted. If we refuse your request and you are not satisfied, you may send us a concise statement setting forth what you believe is the correct, relevant, or fair information and why you disagree with our refusal to correct, amend, or delete recorded personal information. Your statement will be included with the disputed personal information in our records. You can always count on us to be there We appreciate your business and look forward to continuing to serve you. If you have any questions, please contact your Nationwide representative. Contact information is located on your Declarations page. If you would like to submit a written request, please mail it to: Office of Customer Relations 1000 Yard Street, GH-2D-OCA1 Grandview Heights, OH 43212-3905 GIN 2008 0716 Nationwide, the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. ©2015 Nationwide t) Nationwide` s on your side Important Notice Consumer Complaints and Information — California Page 1 of 1 Thank you for choosing Nationwide® to help you protect what's important to you. We value your business and want to ensure you know how to contact us if you need to report a claim or have a question regarding your insurance. California insurance regulations require that we provide you information on where you can file a complaint with us and/or the California Department of Insurance. IF YOU SHOULD HAVE ANY QUESTIONS OR PROBLEMS WITH THIS POLICY, PLEASE FIRST CONTACT US AT 1-800-882-2822 EXT. 6142496985 OR 614-249-6985 OR WRITE US AT: THE OFFICE OF CUSTOMER RELATIONS 1000 YARD STREET, GH-2D-OCAI a GRANDVIEW HEIGHTS, OHIO 43212-3905 R5 ti FAX: 614-249-8897 ,o 0 Email: OCR(cbnationwide.com 0 N N IF AFTER DOING SO WE HAVE FAILED TO PRODUCE A SATISFACTORY SOLUTION m TO YOUR PROBLEM, YOU MAY CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE AT 1-800-927-HELP (4357), 1-800-482-4833 (TDD) OR WRITE THEM AT: CALIFORNIA DEPARTMENT OF INSURANCE CONSUMER COMMUNICATION BUREAU 300 SOUTH SPRING STREET, SOUTH TOWER LOS ANGELES, CA 90013 www.insurance.ca.gov/ You can always count on us to be there We appreciate your business and look forward to continuing to serve you. If you have any questions, or would like an On Your Side® Review to learn about additional coverage options, please contact your Nationwide agent, representative or the Nationwide Service Center at 877-On Your Side (877-669-6877). GIN 2014 CA 0418 Nationwide, the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. ©2075 Nationwide Nationwide' IMPORTANT NOTICE is on your side t) Page 1 of 1 CALIFORNIA INSURANCE GUARANTEE ASSOCIATION IMPORTANT INFORMATION FOR CALIFORNIA POLICYHOLDERS Companies writing property and casualty insurance business in California are required to participate in the California Insurance Guarantee Association. If a company become<_ insolvent, the California Insurance Guarantee Association settles unpaid claims and assesses each insurance company for its fair share. California law requires all companies to surcharge policies to recover these assessments. If your policy is surcharged, "CA Surcharge" with an amount will be displayed on your premium notice. GIN 2052 CA 02 22 Nationwide, the Nationwide N and Eagle and Nationwide Is on your side are service marks of Nationwide Mutual Insurance Company. ©2015 Nationwide t) Nationwide' s on your side NOTICE TO CONSUMERS Page 1 of 4 CALIFORNIA RESIDENTIAL PROPERTY INSURANCE DISCLOSURE This disclosure is required by Section 10102 of the California Insurance Code. This form provides general information related to residential property insurance and is not part of your residential property insurance policy. Only the specific provisions of your policy will determine whether a particular loss is covered and the amount payable. The information provided does not preempt existing California law. PRIMARY FORMS OF RESIDENTIAL DWELLING COVERAGE You have purchased the coverage(s) checked below. NOTE: Actual Cash Value is the most limited level of coverage listed. Guaranteed Replacement Cost is the broadest level of coverage. _ ACTUAL CASH VALUE COVERAGE for either a total or partial loss to the structure or its contents pays the amount it would cost you to repair, rebuild, or replace the thing lost or injured, less a fair and reasonable deduction for physical depreciation based upon its condition at the time of the injury or the policy limit, whichever is less. A deduction for physical depreciation applies only to components of a structure that are normally subject to repair and replacement during the useful life of that structure. _ REPLACEMENT COST COVERAGE is intended to provide for the cost to repair or replace the damaged or destroyed dwelling, without a deduction for physical depreciation. Many policies pay only the dwelling's actual cash value until the insured has actually begun or completed repairs or reconstruction on the dwelling. Coverage only pays for replacement costs up to the limits specified in your policy. EXTENDED REPLACEMENT COST COVERAGE is intended to provide for the cost INto repair or replace the damaged or destroyed dwelling without a deduction for physical depreciation. Many policies pay only the dwelling's actual cash value until the insured has actually begun or completed repairs or reconstruction on the dwelling. Extended Replacement Cost provides additional coverage above the dwelling limits up to a stated percentage or specific dollar amount. See your policy for the additional coverage that applies. _ GUARANTEED REPLACEMENT COST COVERAGE covers the full cost to repair or replace the damaged or destroyed dwelling for a covered peril regardless of the dwelling limits shown on the policy declarations page. X BUILDING CODE UPGRADE COVERAGE, also called Ordinance and Law coverage, is an important option that covers additional costs to repair or replace a dwelling to comply with the building codes and zoning laws in effect at the time of loss or rebuilding. These costs may otherwise be excluded by your policy. Meeting current building code requirements can add significant costs to rebuilding your home. Refer to your policy or endorsement for the specific coverage provided and coverage limits that apply. READ YOUR POLICY AND POLICY DECLARATIONS PAGE CAREFULLY: The policy declarations page shows the specific coverage limits you have purchased for your H1016CA0721 Nationwide® NOTICE TO CONSUMERS is on your side t) Page 2 or dwelling, personal property, separate structures such as detached garages, and additional living expenses. The actual policy and endorsements provide the details on extensions of coverage, limitations of coverage, and coverage conditions and exclusions. The amount of any claim payment made to you will be reduced by any applicable deductibles shown on your policy declarations page. It is important to take the time to consider whether the limits and limitations of your policy meet your needs. Contact your agent, broker, or insurance company if you have questions about what is covered or if you want to discuss your coverage options. INFORMATION YOU SHOULD KNOW ABOUT RESIDENTIAL DWELLING INSURANCE AVOID BEING UNDERINSURED: Insuring your home for less than its replacement cost may result in your having to pay thousands of dollars out of your own pocket to rebuild your home if it is completely destroyed. Contact your agent, broker, or insurance company immediately if you believe your policy limits may be inadequate. THE RESIDENTIAL DWELLING COVERAGE LIMIT: The coverage limits on the dwelling structure should be high enough so you can rebuild your home if it is completely destroyed. Please note: • The cost to rebuild your home is almost always different from the market value. Dwelling coverage limits do not cover the value of your land. • The estimate to rebuild your home should be based on construction costs in your area and should be adjusted to account for the features of your home. These features include but are not limited to the square footage, type of foundation, number of stories, and the quality of the materials used for items such as flooring, countertops, windows, cabinetry, lighting and plumbing. • The cost to rebuild your home should be adjusted each year to account for inflation. • Coverage limits for contents, separate structures, additional living expenses and debris removal are usually based on a percentage of the limit for the dwelling. If your dwelling limit is too low, these coverage limits may also be too low. You are encouraged to obtain a current estimate of the cost to rebuild your home from your insurance agent, broker, or insurance company or an independent appraisal from a local contractor, architect or real estate appraiser. If you do obtain an estimate of replacement value, and wish to change your policy limits, contact your insurance company. While not a guarantee, a current estimate can help protect you against being underinsured. DEMAND SURGE: After a widespread disaster, the cost of construction can increase dramatically as a result of the unusually high demand for contractors, building supplies and construction labor. This effect is known as demand surge. Demand surge can increase the cost of rebuilding your home. Consider increasing your coverage limits or purchasing Extended Replacement Cost coverage to prepare for this possibility. CHANGES TO PROPERTY: Changes to your property may increase its replacement cost. These changes may include the building of additions, customizing your kitchen or bathrooms, or otherwise remodeling your home. Failure to advise your insurance H1016CA0721 t) Nationwide' s on your side NOTICE TO CONSUMERS Page 3 of 4 company of any significant changes to your property may result in your home being underinsured. EXCLUSIONS: Not all causes of damage are covered by common homeowners or residential fire policies. You need to read your policy to see what causes of loss or perils are not covered. Coverage for landslide is typically excluded. Some excluded perils such as earthquake or flood can be purchased as an endorsement to your policy or as a separate policy. Contact your agent, broker, or insurance company if you have a concern about any of the exclusions in your policy. CONTENTS (PERSONAL PROPERTY) COVERAGE DISCLOSURE: This disclosure form does not explain the types of contents coverage provided by your policy for items such as your furniture or clothing. Contents may be covered on either an actual cash value or o replacement cost basis depending on the contract. Almost all policies include specific o dollar limitations on certain property that is particularly valuable such as jewelry, art, or silverware. Contact your agent, broker or insurance company if you have any questions o about your contents coverage. You should create a list of all personal property in and o around your home. Pictures and video recordings also help you document your a property. The list, photos, and video should be stored away from your home. 10 m FIRE SAFETY -RELATED DISCOUNTS: A discount may be allowed for the installation of an approved and properly maintained fire alarm or sprinkler system in the dwelling as described below. Fire Alarm • Central Alarm — Central Station Burglary Alarm System which alerts the Police Department or a security company. • Direct Alarm — Fire Alarm System which alerts the Fire Department. • Local Alarm — Local Fire Alarm System which is connected to the electrical system of the dwelling. Sprinkler System • Full Sprinkler System —Automatic sprinkler system with sprinklers in all areas including bathrooms, attics, and attached structures. • Partial Sprinkler Systems —Automatic sprinkler system with sprinklers totally or partially omitted in bathrooms, closets, attics, and attached structures with fire detectors in all areas where sprinklers were omitted. CONSUMER ASSISTANCE: If you have any concerns or questions, contact your agent, broker or insurance company. You are also encouraged to contact the California Department of Insurance consumer information line at (800) 927-HELP (4357). or at www.insurance.ca.gov for free insurance assistance. CALIFORNIA RESIDENTIAL PROPERTY INSURANCE BILL OF RIGHTS A consumer is entitled to receive information regarding residential property insurance. The following is a limited overview of information that your insurance company can provide: • The insurance company's customer service telephone number for underwriting, rating, and claims inquiries. H1016CA0721 Nationwide NOTICE TO CONSUMERS is on your side t) Page 4 of • A written explanation for any cancellation or nonrenewal of your policy. • A copy of the insurance policy. • An explanation of how your policy limits were established. • In the event of a claim, an itemized, written scope of loss report prepared by the insurer or its adjustor within a reasonable time period. • In the event of a claim, a copy of the Unfair Practices Act and, if requested, a copy of the Fair Claims Settlement Practices Regulations. • In the event of a claim, notification of a consumer's rights with respect to the appraisal process for resolving claims disputes. • An offer of coverage and premium quote for earthquake coverage, if eligible. A consumer is also entitled to select a licensed contractor or vendor to repair, replace, or rebuild damaged property covered by the insurance policy. The information provided herein is not all inclusive and does not negate or preempt existing California law. If you have any concerns or questions, contact your agent, broker, insurance company, or the California Department of Insurance consumer information line at (800) 927-HELP (4357), or at www.insurance.ca.gov for free insurance assistance. This insurer reports claim information to one or more claims information databases. The claim information is used to furnish loss history reports to insurers. If you are interested in obtaining a report from a claims information database, you may do so by contacting: Lexis-Nexis Consumer Center (800)456-6004 www.consumerdisclosure.com Signature required only at inception of the policy. Signature of Applicant/Named Insured Date H1016CA0721 Nationwide, the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. ©2015 Nationwide Nationwide® is on your side CALIFORNIA RESIDENTIAL PROPERTY NEW REPLACEMENT COST ESTIMATE DISCLOSURE This disclosure is required by Section 10103.4 of the California Insurance Code. This disclosure provides information related to replacement cost estimates related to your residential dwelling coverage. The information provided by this disclosure does not preempt existing California law nor the language of your policy contract. Refer to your policy, declarations, and endorsements for the specific coverage provided and coverage limits that apply. Replacement cost coverage for your residential dwelling Replacement Cost Coverage is intended to provide for the cost to repair or replace the damaged or destroyed dwelling, without a deduction for physical depreciation. Insuring your home for less than its replacement cost may result in your having to pay thousands of dollars out of your own pocket to rebuild your home if it is completely destroyed. 0 A replacement cost estimate can help project - but cannot guarantee - the cost for M replacement of your home (especially if construction costs increase after a widespread o disaster). Ultimately, it is up to you to assess and determine whether or not you have 0 sufficient coverage for your needs. NOTE: coverage limits for contents, separate structures, 0 C3 and other coverages can be based on a percentage of the limit for the dwelling. If your a dwelling limit is too low, these coverage limits may also be low. 10 o0 Every other year, you may request a copy of a new estimate of the replacement cost for your home that complies with Sections 2695.180 to 2695.183, inclusive, of Article 1.3 of Subchapter 7.5 of Chapter 5 of Title 10 of the California Code of Regulations. Your assistance will be needed if necessary information on the insured dwelling is needed by the company to complete a new estimate. The estimate to rebuild your home should be based on construction costs in your area and should be adjusted to account for the features of your home. These features include but are not limited to the square footage, type of foundation, number of stories, and the quality of the materials used for items such as flooring, countertops, windows, cabinetry, lighting and plumbing. NOTE: If you choose not to receive an updated copy of a new estimate of replacement cost for your home, your renewal offer includes an inflation factor that reflects the cost of construction in your geographic area that increases your dwelling coverage. For help when you need it We appreciate your business and look forward to continuing to serve you. If you have any questions or concerns, please contact your agent or insurance company immediately if you believe your policy limits may be inadequate. H 2O34 CA 0719 Page 1 of 1 Nationwide, the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. @2015 Nationwide t) Nationwide' s on your side IDENTITY THEFT Page 1 of 1 Thank you for choosing NationwideO to help you protect what's important to you. We're pleased to offer a new product available to assist you with one of the fastest growing crimes in America — identity theft. What's changing Nationwide now offers an endorsement that covers identity theft and can be added to your homeowners, condominium or tenant policy. This coverage includes a comprehensive service designed to save you time, money and hours of frustration by performing the work necessary to recover your stolen identity. The benefits of Identity Theft Coverage Nationwide recognizes identity theft victims need financial relief and expert assistance. 10 Nationwide has partnered with ID Theft Assists" to provide you with a unique service A that will help restore your stolen identity. The service provided by ID Theft Assists' is o available to you 24 hours a day, 7 days a week —just one phone call connects you 0 0 with an experienced representative who will: a • Have access to your credit report and can assist you in identifying fraudulent V1 ,0 accounts Co • Place a "fraud alert" on your credit reports and contact creditors on your behalf • Report the identity theft to the local police, the Federal Trade Commission and other credit reporting agencies • Assist in replacing driver license, passport, social security card and any other identifying documents • Provide emergency cash advance, if theft occurs away from home (must be secured with credit card) Nationwide will also provide financial relief up to $25,000 with no deductible for expenses incurred to restore your good name, including: • Costs of executing affidavits and mailing certified mail • Lost income (maximum $250 per day; total of $5,000) • Loan reapplication fees and attorney fees • Costs of long-distance telephone calls What you need to do Identity theft protection can be purchased for just pennies a day. If you would like to add the Identity Theft or Identity Fraud Expenses Coverage endorsement to your policy or have questions about identity theft, please contact your Nationwide representative. This endorsement will not be automatically added to your policy. For help when you need it We appreciate your business and look forward to continuing to serve you. If you have any questions please contact a Nationwide representative or the Nationwide Service Center at 877- ON YOUR SIDE® (877-669-6877). HIN 2001 07 16 Nationwide, the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. 02015 Nationwide Nationwide° Important Insurance Information is on your side Farm Bureau P,.Q,i oft FARM BUREAU AFFILIATE NOTICE — CALIFORNIA Thank you for choosing Nationwide* to help you protect what's important to you. As a valued member of our family, we want to make you aware of our relationship with the Farm Bureau in your state. The Farm Bureau legacy Nationwide's roots were planted in 1925. Back then we were known as the Ohio Farm Bureau. At that time, many farmers across the country were struggling to find affordable insurance for their automobiles. The Ohio Farm Bureau was able to provide affordable insurance to the hard-working farmers who were feeding America. Eventually, Nationwide was born. Nationwide has always sponsored the Ohio Farm Bureau in its efforts to support the food and farm community. Nationwide continues u this tradition with its sponsorship of the California Farm Bureau Federation. We're proud of our heritage and the relationship we have with the Farm Bureau in your state. Our goal is to keep you connected to this rich history, and we hope you'll appreciate 0 the efforts of the California Farm Bureau Federation to protect and promote 0 agricultural interests throughout California. 0 o Your opportunity U1 10 If you have a Nationwide personal umbrella policy in addition to your Nationwide ao property policy, you may receive periodic communications from the California Farm Bureau Federation. This communication affiliation will provide information and education about the important work farmers are doing to provide the safest and most abundant food supply for America's families. If you would like to learn more about the California Farm Bureau Federation, please visit www.cfbf.com. For help when you need it We appreciate your business and look forward to continuing to serve you. If you have any additional questions, please contact your Nationwide representative. Contact information is located on your Declarations page. HIN 2048 CA 0418 Nationwide the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. ©201S Nationwide t) Nationwide' s on your side P aP 1 nP 3 CALIFORNIA HOMEOWNERS IMPORTANT NOTICE —WILDFIRE RISK PRICING MODEL, SCORE OR CLASSIFICATION Dear Customer: Thank you for choosing Nationwide for your residential property insurance needs. We value your business. This disclosure is required by Section 2644.9 of the California Insurance Code and pertains to Wildfire Risk Model utilized in our rating plan. We are providing information to you because our company applies and uses rates, in part, that are developed with, reliant upon and determined through application of a Wildfire Risk Model. This disclosure preempts neither existing California law nor the language of your policy contract. Refer to your policy, declarations, and endorsements for the specific coverage provided and coverage limits that apply. r Wildfire Risk Assessment and Classification Modeling in our Rating Plan M n 0 Our rating plan incorporates an independent modeling tool that provides location -specific data, 0 which have been proven to correlate to the risk of wildfire loss. Utilization of the CoreLogic Wildfire 0 N Hazard model enables us to appropriately differentiate rates and/or apply surcharges based upon 01 ,o the assessment of site -specific wildfire hazards. 00 1. The CoreLogic Wildfire Hazard model is a deterministic wildfire model used in many Western States. The model evaluates the wildfire hazard associated with an individual property, giving insight into the potential risk of a future wildfire. It does so by combining the wildfire risk, associated with the location, and factoring in proximity to higher risk areas that could affect the property via windblown embers. In addition, the tool identifies and assesses the following location -specific factors • Slope: Elevation is an important factor when evaluating wildfire risk, it impacts the amount of available fuel and the intensity/speed of fire spread. The steeper the incline the more likely a fire will spread faster, by preheating fuels on the slope above causing fire to spread quickly and increase in intensity. • Aspect: The direction that the slope is facing often impacts the growing conditions of fuel. For instance, southerly slopes are drier and warmer, making conditions more suitable for a possible fire ignition. • Fuel (vegetation): The type and density of vegetation, associated with the property, affects the spread and intensity of wildfire differently. The ignition potential and density vary by vegetation type impacting the potential speed of spread. • Surface composition: Geographical areas that have experienced a pervious wildfire have a higher likely hood to experience a future wildfire. Surface composition is used to estimate burn history and frequency. The CoreLogic model generates a property specific Wildfire Hazard Score based on the geospatial components referenced above: 0. Negligible 1. Low 2, Moderate 3. High 4. Very High HIN 2109 CA 04 23 0 Nationwide is on your side Page 2 of 3 2. Distance to high or very high wildfire hazard: The distance (miles) from the structure to high or very high wildfire hazard (see above). The distance classifications range as follows: 0.0000 to 0.0472 miles 0.0473 to 0.0945 miles 0.0946 to 0.1419 miles 0.1420 to 0.1893 miles 0.1894 to 0.2366 miles 0.2367 to 0.2499 miles 0.2500 to 0.4999 miles 0.5000 to 0.7499 miles 0.7500 to 0.9999 miles 1.000 to 1.4999 miles 1.5000 to 2.2499 miles 2.2500 to 2.9999 miles 3.0000 to 5.9999 miles > 5.9999 miles Wildfire Risk Score and Distance to High/Very High Your homeowner policy premium incorporates an assigned Wildfire Rating surcharge based on a combination of the CoreLogic Wildfire Risk Score (see above) and the property's distance to High/Very High wildfire hazard. The Wildfire Rating Code is calculated based on a combination of the Wildfire Risk Score and Distance to High/Very High. Possible Wildfire Rating Code designations, in order of increasing wildfire surcharge are as follows: Homeowners Policy Form: OZ, 1Z, 1N, 1M, 1L. 1K, 2Z, 1J, 2N, 11, 2M. 2L, 2K, 1H, 2J, 1G, 1E, 21, 1D, 2H, 2G, 2E, 1C, 2D,1B, 2C, 2B, 1A. 2A, 3Z, 4Z Tenant and Condominium Policy Forms: OZ, 1Z, 1N. 1M, 1L, 1K, 2Z, 1J, 2N, 11, 2M, 21L, 2K, 1H, 2J, 1G, 21, 2H, 2G, 1E, 2E, 1D. 2D, 1C, 2C, 1B, 2B, 1A. 2A, 3Z. 4Z Wildfire Rating Code and Classification of the Structure Being Evaluated: Location of Building Being Evaluated: 68865 PASEO REAL CATHEDRAL CITY CA 92234-7144 HIN 2109 CA 04 23 t) Nationwide is on your side Wildfire Risk Score: 1 Distance to High/Very High: 5.7 miles Wildfire Rating Code Classification: 1N Wildfire Surcharge: $0 Page 3 of 3 What Can be Done to Change Wildfire Rating and Classification: Due to our currently filed/approved method of wildfire risk score classification, we are not aware of anything that can be done at this time to alter your wildfire risk score, but please notify us if you have any pertinent information that could potentially impact our assessment. In accord with newly promulgated California regulations, we will be incorporating additional discount options related to verified wildfire mitigation designations/efforts into our future rating plans. M If you disagree with any classification, you have the right to appeal (please refer to the section s "Your Right to Appeal Wildfire Risk Score or Classification of the Structure Being Evaluated" below). 10 0 o Your Right to Appeal Wildfire Risk Score or Classification of the Structure Being Evaluated: a If you disagree with your assigned wildfire risk classification or score, you have the right to appeal 0 orally or in writing directly to us at the contact information below. After receiving the appeal from you, we are required to acknowledge receipt of your appeal in writing no later than ten (10) calendar days after receipt by us. We will then respond to your appeal in writing to you with our decision on your appeal within thirty (30) calendar days of our receipt of your appeal. To Appeal By Writing (please Include your policy number and address) THE OFFICE OF CUSTOMER RELATIONS 1000 YARD STREET, GH-2D-OCA1 GRANDVIEW HEIGHTS, OHIO 43212-3905 116 By Phone: 1-800-882-2822 EXT. 6142496985 OR 614-249-6985 HIN 2109 CA 04 23 Nationwide, the Nationwide N and Eagle and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company. ©2015 Nationwide N N M 10 0 0 0 0 N P 10 ,o 00 CONDOMINIUM POLICY Nationwide DECLARATIONS is on your side Non -Assessable ^-Y Page 1 of 4 These Declarations are a part of the policy named above and identified by policy number below. They supersede any Declarations issued earlier. Your Condominium Policy will provide the insurance described in this policy in return for the premium and compliance with all applicable policy provisions. See policy for details regarding the other coverages and additional coverage options. Policy Number: Policyholder: 72 04 UP 019902 (Named Insured) MORSE DEMING & Issued: SHEILA DEMING AUG 25, 2023 68865 PASEO REAL CATHEDRAL CITY CA 92234-7144 Policy Period From: NOV 01, 2023 to NOV 01, 2024 but only if the required premium for this period has been paid, and only for annual renewal periods if premiums are paid as required. Each period begins and ends at 12:01 A.M. standard time at the Residence Premises. The Following Change(s) Have Been Made To Your Policy: The Limit of Liability For Section I Coverage A Dwelling Is Revised - Your dwelling coverage amount has changed from $59,292 to $61,073. Dwelling coverage is the cost to rebuild your home, not the value of your home. Unrequested increases are due to the application of your policy's inflation protection. This feature helps to ensure that you have enough coverage to reconstruct your home as costs increase. Limit for Section I Coverage C Personal Property is changed. Residence Premises Information: 68865 PASEO REAL PURCHASED: 01/1985 CATHEDRAL CITY BUILT: 1980 CA 92234-7144 CONSTRUCTION: FRAME SUPPLEMENTAL HEATING? Y NUMBER OF UNITS:004 002 OCCUPANTS IN DWELLING FD CATHEDRAL CITY CATHEDRAL FS 411 PROTECTION CLASS 3 MILES FROM FIRE DEPT: 001 Additional Rating information: The following is used when determining your policy's premium. Please advise immediately if this information is incorrect. RATING AGE OF INSURED: 85 SECTION I Property Coverages COVERAGE -A -DWELLING COVERAGE-C-PERSONAL PROPERTY COVERAGE-D-LOSS OF USE 'ACTUAL LOSS SUSTAINED PAYMENT NOT TO EXCEED 24 MONTHS Limits Of Liability $61,073 $71,300 ALS' Deductible: $500 ALL PERILS In case of a loss under Section I, we cover only that part of each loss over the deductible stated. H 07 00 07 16 CONDOMINIUM POLICY DECLARATIONS SECTION II Liability Coverages Limits Of Liability COVERAGE-E-PERSONAL LIABILITY $300,000 FOR EACH OCCURRENCE: PROPERTY DAMAGE AND BODILY INJURY COVERAGE-F-MEDICAL PAYMENTS $1,000 TO OTHERS EACH PERSON OTHER COVERAGES APPLICABLE See Policy or Endorsements for details regarding Other Coverages that apply to your policy Other Coverages Limits of Liability Biological Deterioration or Damage $10,000 Brand New Belongings APPLIES Building Ordinance or Law 25% Equipment Breakdown APPLIES Inflation Protection APPLIES Boeckh Index 0914.0 Loss Assessment Personal Injury Liability Protection Boost Water Backup Limited Water Backup Deductible Workers Compensation Residence Employees Tools PREMIUM SUMMARY Premium Based On POLICY PREMIUM EQUIPMENT BREAKDOWN WATER BACKUP Annual Renewal Premium Annual Renewal Premium Includes Discounts For: HOME PROTECTIVE DEVICE HOME/CAR $10,000 $300,000 APPLIES $5,000 $1,000 0 Part Time Employees 0 Full Time Employees 1 Occasional Employees $2,500 Premium Amount $1,104.86 $29.00 $21.02 $1,154.88 Page 2 of 4 ,o NI 10 0 0 0 N P 10 ,o co t) Nationwide is on your side Policy Number: 72 04 UP 019902 Issued: AUG 25, 2023 CONDOMINIUM POLICY Policyholder: (Named Insured) MORSE DEMING Policy Period From: NOV 01, 2023 TO NOV 01, 2024 FORMS and ENDORSEMENTS MADE PART OF POLICY H 00 06 0716 H0100CA1221 H0261CA0719 H 02 03 0716 H 02 06 0716 H 02 04 0716 H 02 08 0716 H0262CA0418 H 02 22 0716 ADDITIONAL INTERESTS FIRST MORTGAGEE JP MORGAN CHASE BANK NATIONAL ASSOCIATION ISAOA ATIMA PO BOX 1156 SPRINGFIELD OH 45501-1156 LOAN #4027131893 ADDITIONAL INSURED TAHQUITZ CREEK GOLF RESORT 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 DECLARATIONS Non -Assessable Your Nationwide Condominium Policy Special Provisions - California Brand New Belongings - California Limited Water Back -Up and Sump Discharge or Overflow Coverage Protection Boost Endorsement Personal Injury Coverage Equipment Breakdown Enhancement Endorsement Workers' Compensation - Residence Employees - California Lenders Loss Payable Endorsement ADDITIONAL INSURED JC RESORTS LLC 533 COAST BLVD S LA JOLLA CA 92037 COI INTEREST ONLY THE WELK RESOURCE 300 RANCHEROS DR STE 450 SAN MARCOS CA 92069-2969 Issued By: NATIONWIDE MUTUAL INSURANCE COMPANY Home Office - Columbus, Ohio Prior Declaration Issued: JUN 12, 2023 Page 3 of 4 CONDOMINIUM POLICY DECLARATIONS Page 4 of 4 IMPORTANT PHONE NUMBERS Nationwide 24-Hour Claims Number: 1-800-421-3535 For Billing or Policy questions: 1-661-222-2540 For Hearing Impaired: TTY 1-800-622-2421 Your Nationwide Agent: RBP INSURANCE SERVICES, INC 661-222-2540 State Farm General Insurance Company A Stock Company With Home Offices in Bloomington, Illinois PO Box 2356 Aomington IL 61702-2356 StateFarm, ATE H-23-282C-FACE F HW 004534 3200 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 Homeowners Policy Location of Residence Premises 2484 S PEBBLE BEACH DR PALM SPRINGS CA 92264-5966 Construction: Frame Year Built: 1966 RENEWAL DECLARATIONS AMOUNT DUE: None Payment is due by PAID BY SPECIFIED PARTY Policy Number: 75-EL-P541-5 Policy Period: 12 Months Effective Dates: JUL 08 2024 to JUL 08 2025 The policy period begins and ends at 12:01 am standard time at the residence premises. Your State Farm Agent JESSE MCARTHUR INS AGENCY INC 232 E GRAND BLVD STE 104 CORONA CA 92879-1579 Phone: (951) 273-0400 Roof Material: Metal Roof Installation Year: 2010 Automatic Renewal If the POLICY PERIOD is shown as 12 MONTHS, this policy will be renewed automatically subject to the premiums, rules, and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lien- holder written notice in compliance with the policy provisions or as required by law, IMPORTANT MESSAGES This policy includes building code upgrade coverage of $70,520. Refer to the Important Notice for possible terms, limits, conditions, or restrictions. Please help us update the data used to determine your premium. Contact your agent with the year each of your home's utilities (heating/cooling, plumbing, or electrical) and roof were last updated. PREMIUM! Annual Premium Credit your premium has already been adjusted by the following: Home/Auto Discount Claim Record Discount $2,050.00 .38 Total Premium $2,049.62 RECEIVED MAY 2 3 2024 OFFICE OF THE CITY CLERK Prepared MAY132024 �j���Q Page 1 of 3 H 0-2000 / /uvr"�" i(� ckPS�'1 vE rl. �(h,` 028127 920 Al (o1F 10808) 04 04-2016 N Jww StateFa w NAMED INSURED MORTGAGEE AND ADDITIONAL INTERESTS BAKER, NICHOLAS & CLINCKSOOR, FREDERICK Mortgagee Mortgagee CITY OF PALM SPRINGS Loan Number 3200 E TAHQUITZ CANYON WAY N/A PALM SPRINGS CA 92262-6959 SECTION I - PROPERTY COVERAGES AND LIMITS Coverage A Dwelling Other Structures B Personal Property C Loss of Use Additional Coverages Arson Reward Credit Card, Bank Fund Transfer Card, Debris Removal Fire Department Service Charge Fuel Oil Release Locks and Remote Devices Trees, Shrubs, and Landscaping BANK OF AMERICA NA Loan Number: ISAOA ATIMA 0258348095 PO BOX 7265 SPRINGFIELD OH 45501-7265 2nd Mortgagee CGPM MGRS, LLC Loan Number: 5430 LBJ FWY STE 1400 N/A DALLAS TX 75240-2639 Forgery, and Counterfeit Money SECTION II - LIABILITY COVERAGES AND LIMITS Limit of Liability $ 705,200 $ 70,520 $ 528,900 $ 211,560 $1,000 $1,000 Additional 5% available/$1,000 tree debris $500 per occurrence $10,000 $1,000 5% of Coverage A amount/$750 per item Coverage Limit of Liability L Personal Liability (Each Occurrence) $ 100,000 Damage to the Property of Others $ 1,000 M Medical Payments to Others (Each Person) $ 5,000 INFLATION Inflation Coverage Index: 385.1 DEDUCTIBLES Section I Deductible All Losses 1 % LOSS SETTLEMENT PROVISIONS Al Replacement Cost - Similar Construction B1 Limited Replacement Cost - Coverage B Deductible Amount $ 7,052 HO-2000 Page 2 of 3 a All StateFarm 75-EL-P541-5 FORMS_ OPTIONS. AND ENDORSEMENTS HW-2105 Homeowners Policy Option ID Increase Dwlg up to $141,040 Option OL Ordinance/Law 10%/ $70,520 fim Option JF Jewelry and Furs $1,500 Each Article/$2,500 Aggregate HO-2420 Form 438bfu NS Lndr Loss Pay HO-2362 State of Emergency Amendatory HO-2213 Amendatory Endorsement ADDITIONAL MESSAGES $ The limit of liability for this structure (Coverage A) is based on an estimate of the cost to rebuild your home, y� including an approximate cost for labor and materials in your area, and specific information that you have provided about your home. CALIFORNIA LAW REQUIRES US TO PROVIDE THE FOLLOWING NOTICE: Our records indicate that you have not purchased earthquake coverage. Anti -Fraud Disclosure - For your protection California law requires the following to appear on this form: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison. California regulation affords policyholders with the ability to appeal an assigned wildfire risk score or classification. State Farm® uses geographic rating that considers wildfire risk associated with the GPS coordinates of your address. The range of available premium adjustments is currently -47.0% to 682.8%, and your adjustment is 5.3%. To file an appeal, please contact your State Farm agent. Other limits and exclusions may apply - refer to your policy Your policy consists of these Declarations, the Homeowners Policy shown above, and any other forms and endorsements that apply, including those shown above as well as those issued subsequent to the issuance of this policy. N This policy is issued by the State Farm General Insurance Company. N Participating Policy You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm General Insurance Company has caused this policy to be signed by its President and Secretary at Bloomington, Illinois. 4.00C CM4 Secretary President Prepared MAY132024 H 0-2000 028128 920 �I N Page 3 of 3