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HomeMy WebLinkAboutA5137 - PALM SPRINGS CLASSIC LLC DEPOSIT & REIMBURSEMENT AGR f A�r� 0 r fCil - T MEMORANDUM c�41FORN�'P June 16, 2009 MEMO FOR THE RECORD SUBJECT: Bankruptcy Action tandsource Communities Development LLC A5076 — Palm Springs Classic LLC, Escena MOV A5086 — Palm Springs Classic LLC, SIA FM 32233-1 A5087 — Palm Springs Classic LLC, SIA FM 32233-2 A6088 — Palm Springs Classic LLC, SIA FM 32233-3 A5089 — Palm Springs Classic LLC, SIA FM 32233-4 A5170 — Palm Springs Classic LLC, DWA Joint Community Facilities District A5137 — Palm Springs Classic LLC, Deposit & Reimb Agreement (for CFD) ALL THE DOCUMENTS WERE ONLY SCANNED ONCE INTO APPLICATION EXTENDER. To find the documents electronically go to A5076. KEEP THIS PAGE ON TOP. fkdh O` pALM sp V cn M E M O R A N D U M June 8, 2009 MEMO FOR THE RECORD SUBJECT: Bankruptcy Action Landsource Communities Development LLC A5076 —Palm Springs Classic LLC, Escena MOU A5086 —Palm Springs Classic LLC, SIA FM 32233-1 A5087 — Palm Springs Classic LLC, SIA FM 32233-2 A5088 — Palm Springs Classic LLC, SIA FM 32233-3 A5088 — Palm Springs Classic LLC, SIA FM 32233-4 A5170 — Palm Springs Classic LLC, DWA Joint Community Facilities District A5137— Palm Springs Classic LLC, Deposit & Reimb Agreement (for CFD) ALL THE DOCUMENTS WERE ONLY SCANNED ONCE INTO APPLICATION EXTENDER. To find the documents electronically go to A5076. KEEP THIS PAGE ON TOP. 1kdh O� FALAq Jp x IF _ti Z U v+ w M E M O R A N D U M CRz/powF k'r June 1 , 2009 MEMO FOR THE RECORD SUBJECT: Bankruptcy Action Landsource Communities Development LLC A5076 — Palm Springs Classic LLC, Escena MOU A5086 — Palm Springs Classic LLC, SIA FM 32233-1 A5087 — Palm Springs Classic LLC, SIA FM 32233-2 A5088 — Palm Springs Classic LLC, SIA FM 32233-3 A5089— Palm Springs Classic LLC, SIA FM 32233-4 A5170 — Palm Springs Classic LLC, DWA Joint Community Facilities District v, A5137— Palm Springs Classic LLC, Deposit & Reimb Agreement (for CFD) ALL THE DOCUMENTS WERE ONLY SCANNED ONCE INTO APPLICATION EXTENDER. To find the documents electronically go to A5076. KEEP THIS PAGE ON TOP. 1kdh o` PALM s A� � ry u, M E M O R A N D U M C, FaRN�� May 13, 2009 MEMO FOR THE RECORD SUBJECT: Bankruptcy Action Landsource Communities Development LLC A5076 — Palm Springs Classic LLC, Lscena MOU A5086 — Palm Springs Classic LLC, SIA FM 32233-1 A5087— Palm Springs Classic LLC, SIA FM 32233-2 A5088— Palm Springs Classic LLC, SIA FM 32233-3 A5089 — Palm Springs Classic LLC, SIA FM 32233-4 A5170 — Palm Springs Classic LLC, DWA Joint Community Facilities District A5137 -- Palm Springs Classic LLC, Deposit & Reimb Agreement (for CFD) ALL THE DOCUMENTS WERE ONLY SCANNED ONCE INTO APPLICATION EXTENDER. To find the documents electronically go to A5076. KEEP THIS PAGE ON TOP. Ikdh 01 pALhq sA /r � ry G U to * ^ aaawl4v'v * M E M O R A N D U M c'1�/Fntl��P May 13, 2009 MEMO FOR THE RECORD SUBJECT: Bankruptcy Action Landsource Communities Development LLC A5076-- Palm Springs Classic LLC, Escena MOU A5086— Palm Springs Classic LLC, SIA FM 32233-1 A5087— Palm Springs Classic LLC, SIA FM 32233-2 A5088— Palm Springs Classic LLC, SIA FM 32233-3 A5089 — Palm Springs Classic LLC, SIA FM 32233-4 A5170 — Palm Springs Classic LLC, DWA Joint Community Facilities District A5137— Palm Springs Classic LLC, Deposit & Reimb Agreement (for CFD) On Monday, May 11, 2009, 1 met with Diego Santana regarding the Bankruptcy Action notices received. It was determined that no action is required at this time. Documents received: 1. NOTICE OF FILING OF BLACKLINE VERSIONS OF (1) SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR LANDSOURCE COMMUNITY DEVELOPMENT LLC AND ITS AFFILIATED DEBTORS AND (11) PROPOSED DISCLOSURE STATEMENT 2. PROPOSED DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE FOR THE SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION FOR LANDSOURCE COMMUNITY DEVELOPMENT LLC AND ITS AFFILIATED DEBTORS AND PROPOSED BY BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT UNDER THE SUPER-PRIORITY DEBTOR-IN-POSSESSION FIRST LIEN CREDIT AGREEMENT 3. SECOND AMENDED JOINT CHAPTER 11 PLANS FOR REORGANIZATION FOR LANDSOURCE COMMUNITIES DEVELOPMENT LLC AND EACH OF ITS AFFILIATED DEBTORS PROPOSED BY BY BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT UNDER THE SUPER-PRIORITY DEBTOR-IN-POSSESSION FIRST LIEN CREDIT AGREEMENT The documents_ are filed in A5076. /kdh cc: Diego Santana, Asst. City Attorney (w/o attachments) Carol Templeton, Associate Engineer (w/o attachments) Palm Springs Classic, LLC Deposit & Reimbursement Agr. AGREEMENT #5137 Res 21383, 7-20-05 DEPOSIT AND REIMBURSEMENT AGREEMENT THIS DEPOSIT AND REIMBURSEMENT AGREEMENT (this "Deposit Agreement"), dated as of July 11, 2005 for identification purposes only, is by and between the City of Palm Springs, California (the "City") and Palm Springs Classic, LLC, a Delaware limited liability company(the "Owner"). RECITALS WHEREAS, the City has determined to initiate proceedings to create a community facilities district designated "Community Facilities District No. 2005-1 (Escena) of the City of Palm Springs" (the "Community Facilities District") under the Mello-Roos Community Facilities Act of 1982 (the "Act"); and WHEREAS, Owner is the owner of the real property within the proposed Community Facilities District; and WHEREAS, in accordance with City's policy regarding use of the Act, the Owner is required to compensate the City for all costs incurred in the formation of the Community Facilities District and issuance of bonds for the Community Facilities District; and WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district (including the issuance of bonds thereby); and WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the fiords, to repay all or a portion of the fiords advanced, as determined by the legislative body, with or without interest under all of the following conditions: (a) the proposal to repay the finds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 53321 of the Act and in the resolution of formation to establish the community facilities district pursuant to Section 53325.1 of the Act (including the issuance of bonds thereby), (b) any proposed special tax is approved by the qualified electors of the community facilities district pursuant to the Act, and (c) any agreement shall specify that if the qualified electors of the community facilities district do not approve the proposed special tax, the local agency shall return any finds which have not been committed for any authorized purpose by the time of the election to the person or entity advancing the finds; and 01"°-P 'ALE3,1D - tt4DJt7R AGREEir1,.,;. 01003/0080/40169,01 1 WHEREAS, the City and the Owner desire to enter into this Deposit Agreement in accordance with Section 53314.9 of the Act in order to provide for the advancement of funds by the Owner to be used to pay costs incurred in connection with the formation of the Community Facilities District and issuance of special tax bonds for the Community Facilities District (the `Bonds"), and to provide for the reimbursement to the Owner of such funds advanced, without interest, from the proceeds of any Bonds: NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. The Deposits and Application Thereof. (a) The Owner has deposited herewith the amount of $76,500 (the "Initial Deposit"). The City, by its execution hereof, acknowledges receipt of, and accepts, the Initial Deposit. (b) City hereby agrees and Owner hereby acknowledges that the City shall hold the Initial Deposit, and any subsequent deposits pursuant to (c)hereof. (c) The Initial Deposit and any subsequent deposit required to be made by the Owner pursuant to the terns hereof(collectively, the "Deposits"), are to be used to pay for any costs incurred for any authorized purpose in connection with the formation of the Community Facilities District and the issuance of the Bonds (other than costs, fees and expenses to be paid out of the proceeds of the Bonds), including, without limitation, (i)the fees and expenses of any consultants to the City employed in connection with the formation of the Community Facilities District and the issuance of the Bonds, including an engineer, special tax consultant, financial advisor, bond counsel and any other consultant deemed necessary or advisable by the City, (ii)the costs of appraisals, market absorption and feasibility studies and other reports deemed necessary or advisable by the City in connection with the formation of the Community Facilities District and issuance of the Bonds, (iii) the costs of publication of notices, preparation and mailing of ballots and other costs related to any hearing, election or other action or proceeding undertaken in connection with the formation of the Community Facilities District and issuance of the Bonds, (iv)reasonable charges for City staff time incurred in connection with the formation of the Community Facilities District and the issuance of the Bonds by the Community Facilities District, including a reasonable allocation of City overhead expense related thereto, and (v) any and all other actual costs and expenses incurred by the City in connection with the formation of the Community Facilities District and the issuance of the Bonds (collectively, the "Initial Costs"). The City may as provided in subsection (f)hereof draw upon the Deposits frorn time to time to pay the Initial Costs. (d) If, at any time, the mnexpended and unencumbered balance of the Deposits is less than $5,000, the City may request, in writing, that the Owner make an additional deposit in an amount estimated by the City to be sufficient, together with any such unexpended and unencumbered balance, to pay for all Initial Costs. The Owner shall make such additional deposit with the City within two weeks of the receipt by the Owner of the City's written request therefor. If the Owner fails to make any such 2 01003/0080/40169.01 additional deposit within such two week period, the City may cease all work related to the issuance of the Bonds. (e) The Deposits shall be kept separately and may be invested in lawful investments and the City shall at all times maintain records as to the expenditure of the Deposits. (f) The City shall draw upon the Deposits to pay the Initial Costs in accordance with a statement in the form attached hereto as Exhibit A and by this reference incorporated herein. The City shall pay such Initial Costs pursuant to such statement as approved by the Director of Finance and Treasurer of the City. (g) The City shall provide the Owner with a written monthly summary of expenditures made from the Deposits, and the unexpended balance thereof, within ten business days of receipt of the City of a written request therefor submitted by the Owner. The cost of providing any such summary shall be charged to the Deposits. Section 2. Return of Deposits; Reimbursement. (a) As provided in Section 53314.9 of the Act, the approval by the qualified electors of the Community Facilities District of the proposed special tax to be levied therein is a condition to the repayment to the Owner of the funds advanced by the Owner pursuant hereto. Therefore, if the qualified electors of the Community Facilities District do not approve the proposed special tax to be levied thereon, the City shall have no obligation to repay the Owner airy portion of the Deposits expended or encumbered to pay Initial Costs. In accordance with Section 53314.9 of the Act, if the qualified electors of the Community Facilities District do not approve the proposed special tax to be levied therein, the City shall return to the Owner any portion of the Deposits which have not been expended or encumbered to pay Initial Costs by the time of the election on said proposed special tax. (b) If proceedings for the issuance of the Bonds are tenninated, the City shall, within ten business days after official action by the City or the Community Facilities District to terminate said proceedings, the City shall return the then unexpended and unencumbered portion of the Deposits to the Owner, including interest. (c) If the Bonds are issued by the Community Facilities District, the City shall reimburse the Owner, without interest, for the portion of the Deposits that has been expended or encumbered, said reimbursement to be made within ten business days after the issuance of such Bonds, solely from the proceeds of such Bonds and only to the extent otherwise permitted under the Act. The City shall, within twenty (20) business days after the issuance of such Bonds, return the then unexpended and unencumbered portion of the Deposits to the Owner, including interest. Section 3. Abandonment of Proceedings. The Owner acknowledges and agrees that the issuance of the Bonds shall be in the sole discretion of the Community Facilities 3 01003/0080/40169.01 District. No provision of this Deposit Agreement shall be construed as an agreement, promise or warranty of the City to issue the Bonds. Section 4. Deposit Agreement Not Debt or Liability of City. As provided in Section 53314.9(b) of the Act, this Deposit Agreement does not constitute a debt or liability of the City, but shall constitute a debt and liability of the Community Facilities District upon its formation. The City shall not be obligated to advance any of its own funds to pay Initial Costs or any other costs incurred in connection with the issuance of the Bonds. No member of the City Council of the City and no officer, employee or agent of the City shall to any extent be personally liable hereunder. Section 5. Notices. Any notices, requests, demands, documents, approvals or disapprovals given or sent under this Deposit Agreement from one Party to another (collectively, "Notices") may be personally delivered, transmitted by facsimile (FAX) transmission, or deposit with the United States Postal Service for mailing, postage prepaid, to the address of the other Party as stated in this Section. Notices shall be sent as follows: If to City: City of Palm Springs Attn: City Manager 3200 Tahquitz Caynon Way Palm Springs, California 92262 Telephone: (760) 323-8229 Fax No. (760) 323-8267 With copies to: Aleshire & Wynder, LLP Attn: Urban J. Schreiner, Bond Counsel 18881 Von Karman Avenue, Ste. 400 Irvine, California 92612 Telephone: (949) 223-1170 Fax No. (949) 223-1180 If to Owner: Palm Springs Classic, LLC c/o Lennar Homes of California, Inc. Attn: Suzanne Johns 391 N. Main Street, Suite 301 Corona, CA 92880 Telephone: (951) 817-3649 Fax: (951) 817-3679 Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier upon the sender's receipt of an appropriate answerback or other written acknowledgement, (c) if given by registered or certified mail, return receipt requested, deposited with the United 4 01003/0080/40169 01 States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section. Section 6. California Law. This Deposit Agreement shall be governed and construed in accordance with the laws of the State of California. The Parties shall be entitled to seek any remedy available at law and in equity. All legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in Riverside County, or in the United States District Court for the Central District of California. Section 7 Successors and Assigns. This Deposit Agreement shall be binding upon and insure to the benefit of the successors and assigns of the parties hereto. Section 8 Counterparts. This Deposit Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Section 9. Other Agreements. The obligations of the Owner hereruider shall be that of a party hereto. Nothing herein shall be construed as affecting the City's or Owner's rights, or duties to perform their respective obligations, under other agreements, use regulations or subdivision requirements relating to the development. This Deposit Agreement shall not confer any additional rights, or waive any rights given, by either party hereto under any development or other agreement to which they are a party. Section 10. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Deposit Agreement or of any of its terms. References to section numbers are to sections in this Deposit Agreement, unless expressly stated otherwise. Section 11. Interpretation. As used in this Deposit Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Deposit Agreement shall be interpreted as though prepared jointly by both Parties. Section 12. No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Deposit Agreement to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Deposit Agreement. Section 13. Modifications. Any alteration, change or modification of or to this Deposit Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party. Section 14. Severability. If any tern, provision, condition or covenant of this Deposit Agreement or its application to any party or circumstances shall be held, to any 5 01003/0080/40169 01 extent, invalid or unenforceable, the remainder of this Deposit Agreement, or the application of the terni, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. Section 15. Computation of Time. The time in which any act is to be done under this Deposit Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. Section 16. Legal Advice. Each Party represents and warrants to the other the following: they have carefully read this Deposit Agreement, and in signing this Deposit Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Deposit Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Deposit Agreement; and, they have freely signed this Deposit Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or their respective agents, employees, or attorneys, except as specifically set forth in this Deposit Agreement, and without duress or coercion, whether economic or otherwise. Section 17 Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Deposit Agreement including, but not limited to, releases or additional agreements. Section 18. Conflicts of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in this Deposit Agreement, nor shall any such member, official or employee participate in any decision relating to the Deposit Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. [Signatures on following page] 6 01003/0080/40169.01 OS/12/2005 15:49 FAX 949 223 1180 ALESHIRE & WYNDER, LLP Z 002/002 1J8/1:/::UU5 15:3C F:A.:t 7HO 322 8332 Palm Sprinxr; C1'C3' C1prR 10002,'002 i IN WITNESS WIIi"MEOi+, tt!1: Parties have execut.:.<1 ti'd,. as of the t:eF.lre:ctivti d'atrs set forth below. 1 CITY C*I PALM SPRINGS, a i rrtYrtllcll)a(CGTpora f.ic];; Dated: j David hna.dy, L1it��aiiagrr ATTEST. APPROVED BY CITY COUNCIL / Jar:t'somp;;tatt, CityClerk Q,G 21 $3 1.2DGLJ .04ROVED A!S TO FORM: ALESTTV X,, &jWYNDEIZ, MY Bond Counsel By- 61I F A'N!1. SC'FTIaE1NGIZ, `°OWN-ER" PALM SPRINGS CLs.SSIC, L "c' A Delaware Hinjted liatiifity eornl,.eny Dy: l"conar•Zl.ocnes of Califoruiaz,Inc., A California co rporatAom, Its Maria ^ _._ N ante:_. �m .... w3 n!KS Title.• V�'C �/�1-Sil]�-...,.. Batted:Jijy 11, 2G05 I i r APPROV AS TO F RIM" otonainotsa�ol,;y.o; .� Title: 00/12/2005 FRI 15 : It [;'I'R/R8 H(I IN WITNESS WHEREOF, the Parties have executed this Deposit Agreement as of the respective dates set forth below. "CITY" m� Q CITY,QF PALM SPRINGS, a municipal corporation Dated: �w �® � By: a David Ready, City Manager ATTEST: APPROVED BY CITY COUNCIL By: James Thompson, City'Clerk �x% 71Id �•�0.Oh � APPROVED AS TO FORM: ALESHIRE & WYNDER,LLP Bond Counsel By: //)RBANJ. SCHREINER "OWNER" PALM SPRINGS CLASSIC,LLC, A Delaware limited liability company By: Lennar Homes of California, Inc., A California corporation, Its M�augm— By: ✓ � 1`� Name: %/-)r�7 nBi1 /C)KS Title: ViCE ]Dated: July 11, 2005 7 01 003/00 8 0/4 01 6 9.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT IJ State of California ss. County of T'MkI4 rs_lkG� } 11 �h befc,re Me Cold A, PC'D On, personally appeared Ef Tf6rsonally known to me 0 proved to me on the basis of satisfactory evidence to be the persor4* whose narl isJare subscribed to the within instrument and 1�111 acknowledged to me that ha/she/!hey executed 1"), WENDY D.FETRAS the same in hi&AiefAl authorized ii N C0M mhsbn#15386" capaciff?oesj, and that by his/Irrerifil Nof arrYMft-cakfolil signatures) on the instrument the persou4g4 or ".1 ft"um C=* the entity upon behalf of which the ersonN, COM.ExpinDal acted, executed the ins rune t ITNES1 l(flici se l. SidnarrofN Pbla, OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent r� fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: h, Document Date: Number of Pages: Signer(s)Other Than Named Above: al Capacity(ies) Claimed by Signer Signer's Name: 0 Individual True[vurniA here II El corporate Officer—Til 11 Partner—LJ Limited El General El Attorney-in-Fact [I Trustee J El Guardian or Conservatorii L1 Other: Signer Is Representing: in 1909 National Notary Aasodalion-9350 be Sat.Ale,PO Be.delta-Chae.orth,CA 91313-2992-www dalo,a1rtn,., Pool No 5907 Reorder Call Toll Free 1-800 876 6B27 EXHIBIT A Community Facilities District No. 2005-1 (Escena) of The City of Palm Springs WRITTEN STATEMENT NO. FOR DISBURSEMENTS PURSUANT TO THE DEPOSIT AND REIMBURSEMENT AGREEMENT The undersigned hereby states and certifies: (i) that he is the duly authorized Director of Finance and Treasurer of the City of Palm Springs ('City"), and as such, is familiar with the facts herein certified and is authorized and qualified to execute and deliver this certificate; (ii) that he is authorized pursuant to the Deposit and Reimbursement Agreement, dated as of July 11, 2005 (the "Agreement'), by and between the City of Palm Springs and Palm Springs Classic, LLC, relating to the formation of Community Facilities District No. 2005-1 (Escena) of the City of Palm Springs (the "CFD") to execute this statement; (iii) that pursuant to Section 1 (e) of the Agreement, the City is hereby directed to disburse this date to the person or entity, designated on Exhibit 1 attached hereto and by this reference incorporated herein, the respective sums set forth opposite each such person or entity, in payment of certain expenses related to the CFD; (iv) that each obligation shown on Exhibit 1 has been properly incurred and is a proper charge against the Deposits; (v) That no item to be paid pursuant to this Written Statement has been previously paid or reimbursed from the Deposits; and (vi) that capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. 1 01003/0080/40169 01 Dated: 2005 CITY OF PALM SPRINGS Craig A. Graves, Director of Finance and Treasurer [Written Statement No._For Disbursements Pursuant To The Deposit And Reimbursement Agreement] 2 01003/0080/40169 01 EXHIBIT 1 Payee Purpose Amount 1 01003/0080/40169.01 TO: CITY COUNCIL OF THE CITY OF PALM SPRINGS FROM: PALM SPRINGS CLASSIC, LL C PETITION (INCLUDING CONSENT AND WAIVER) REQUESTING THE ESTABLISHMENT OF A COMMUNITY FACILITIES DISTRICT The undersigned landowner (the "Landowner") does hereby certify that the following statements are all true and correct: I. The Landowner has the authority to petition the City Council (the "Council") of the City of Palm Springs (the "City") and to give the consent and waiver contained herein with respect to a Community Facilities District to be established over the properties included within this petition (the "CFD") to be formed under the provisions of the Mello-Roos Community Facilities Act of 1982 (the "Act'), being Chapter 2.5 of Part 1 of Division 2 of title 5 (commencing with Section 53311) of the California Government Code. 2. The Landowner hereby certifies that as of the date indicated opposite the Landowner's signature, the Landowner listed herein is the owner of the property within the proposed boundary of the CFD described in Exhibit "A"hereto (the "Property"). 3. The Landowner, pursuant to Section 53318 of the Act, hereby requests that proceedings be commenced (i) to establish the CFD for the purpose of financing subdivision public improvements in connection with a master planned community project known as "Escena," (ii) to authorize the issuance of bonds for the CFD and (iii) to establish an appropriations limit for the CFD. 4. In accordance with the provisions of the Act, and specifically Sections 53326(a) and 53327(b) thereof allowing certain time and conduct requirements relative to a special landowner election to be waived with the unanimous consent of all the landowners to be included in a community facilities district and concurrence of the election official conducting the election, the Landowner (i) expressly consents to the conduct of the special election at the earliest possible time following the adoption by the Council of a Resolution of Formation Establishing the CFD and (ii) expressly waives any requirement to have the special election conducted within the time periods specified in Section 53326 of the Act or in the California Elections Code. 5. The Landowner waives any requirement for the mailing of the ballot for the special election and expressly agrees that said election may be conducted by mailed or hand- delivered ballot to be returned as quickly as possible to the designated election official, being the office of the City Clerk and the Landowner requests that the results of said election be canvassed 01003/0080/40421.02 and reported to the Council at the same meeting of the Council as the public hearing on the formation of the CFD or the next available meeting. 6. The Landowner expressly waives all applicable waiting periods for the election and waives the requirement for analysis and arguments relating to the special election, as set forth in Section 53327 of the Act, and consents to not having such materials provided to the Landowner in the ballot packet, and expressly waives any requirements as to the form of the ballot. 7. The Landowner expressly waives all notice requirements relating to hearings and special elections, whether by posting, publishing or mailing, and whether such requirements are found in the California Elections Code, the California Govemmnent Code or other laws or procedures, including but limited to any notice provided for by compliance with the provisions of Section 4101 of the California Elections Code. IN WITNESS WHEREOF, the Landowner has executed this Petition (including Consent and Waiver) this 11th day of July, 2005. PALM SPRINGS CLASSIC, LLC, a Delaware limited liability company By: LENNAR HOMES OF CALIFORNIA, INC., a California corporation, its Iga- By: Name: 1 CM /A/LJt<5 Title: IVicC P2e-610G-AYF FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF PALM SPRINGS THIS p 6-r" DAY OF J-01 .4 2005. ty Clerk 2 01003/0080/40421.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Y ss. I 4 Count ofIhl .\Ip On�.� before mel.l Af �1 �• Bale Nam and Tile of Officer fe,9.'Jane Doe, olaryroofo) {,ll personally appeared Name(s)ofS ar(s) d personally known tome f, Elproved to me on the basis of satisfactory ' evidence rn to be the persol whose names} isFara subscribed to the within instrument and 141I ♦ +� — — -• •- — — � — — acknowledged to me that he/sheAkiey executed �^') i5I a 1MENDYD.PETRAS 1 the same in his"--.>.�«4!#ha:- authorized fit )) Commis M# )538898 [ capacity{efs}- and that by hisitl ew thl Sl Hoary P4"Ic-Cc�gp ' signaturefsj-on the instrument the persoo�s}, or �u I�� .t RfveuNdeCounty [ the entity upon behalf of which the persas(s�, '� C �6 Lai Dec25,2008/i acted, executed the instrument. WITNESS my h,9and and I all s t �gn roof ary are if GI it If OPTIONAL OPTIONAL Though the information below is not required bylaw,ft may prove valuable to persons relying on the document and could prevent In' fraudulent removal and reattachment of this form to another document. -7 Description of Attached Document il Title or Type of Document: �, Document Date Number of Pages: ' Signer(s) Other Than Named Above: I�,l fr I t;l Capacity(ies) Claimed by Signer �l `k Signer's Name: �_ .MIN ,� ElIndividual Top of thumb here N', IQ .� ❑ Corporate Officer— Title(s): ^I ❑ Partner — ❑ Limited ❑General :) El Attorney-in-Fact ;)i ❑ Trustee j lip ❑ Guardian or Conservator jl ❑ Other: it Signer Is Representing jr I% eu If ill 0 1999 National Notary Asee,goinn-9350 Ce Soto Ave,PO Bro2402-Chae,oerh,CAs313-2402 wvnvootionalnoreryorg fired No 5907 Roorder Call TO Free 1-8008766827 EXHIBIT A THE LAND REFERRED TO IN THIS PETITION (INCLUDING CONSENT AND WAIVER) IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE AND IS DESCRIBED AS THE LAND INCLUDED IN TENTATIVE TRACT MAP NO. 32233 (EXCLUDING THE GOLF COURSE AND HOTEL SITES). 3 0100310080/40421.02 . ALESHIRE & 18881 Von Karman Ave. WYNDER, LLP Suire 400 Irvine, 92612 ATTORNEYS AT LAW Phone 949.223.13.1170 www.awatiorneys.com Fax 949.223.1180 July 12, 2005 SENDER'S E-MAIL; USCHREINER@AWATTORNEYS.COM VIA OVERNIGHT EXPRESS James Thompson City Clerk n 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 i 7'o Re: Escena Dear Mr. Thompson: Enclosed please the following with respect with the above project: 1. Petition, Consent and Waiver to be placed on file in your office; 2. Deposit and Reimbursement Agreement to be approved by the City Council at the July 20th Meeting a form of resolution approving this document has been provided; 3. Check for $76,500.00 to be placed in on account for the project Ion faxing you this material today with the original being sent overnight so they will arrive in your office tomorrow. Please call if you have any questions. Sincerely yours, ALESHIRE & WYNDER, LLP Urban J. Schreiner UJS:ct cc: Doug IIolland Esq.- City Attorney Craig Graves - Director of Finance Suzanne Q. Harrell—Financial Advisor Robert M. Haight, Esq. —Developer Counsel 01003/0090/0.0 �Q� pALM SA�� City of Palm Springs o N Office of the City Clerk (760) 323-8204 Fax (760) 322-8332 �'40 FORS\' Fax Transmittal TO: FROM: Kathie Hart, CIVIC Chief Deputy City Clerk DATE: •�14 Pages: (ind this page) SUBJECT: Ut o,G 14Mm C\gtIWAVA Urgent For Review Please Comment Comments: (it1�t9YQ�. ��t� �4VhU0 QO �'fQa-�YZ��L ,q�v �•aO.O�I 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 C.\Docurnents and Settings\KathyMMy Documents\Fax Transmittal.doc Waimm Ajuj, TRANSMITTAL \SMIT 1 AL DATE: July 11, 2005 TO: Urban Schreiner FI.OM: Sharon Duensing Lennar Communities hiland RE: Palm Springs Classic Please find attached the following: 1. Check No. 1043 in the amount of$76,500.00 for the deposit for the formation of the CFD at Palm Springs Classic. Enclosure l Jti� y .,Ar S HAFormsWRANSMITTAL-checks dac Lennar Communities Inland • 391 N. Main Street, Ste. 301 • Corona, CA 92880 Main: (951) 817-3600 • Fax: (951) 817-3699 • lennar.com PALM SPRINGS CLASSIC, LLC 1043 MANAGERS 391 N MAIN ST. SUITE 301 { CORONA, CA 92880 DATE /la 18-339/1220 PAYTOTHy D _ l F I ORDER OF C�� l 7 O:,Wl �eC I n4 S 7G SO(J.00 774n��t 5,[ ��\\rlLsln� �IJQ- a�UCj(�CP� DOLLARS C�\B CAI.IFORNIA BANK TRUST FOR L5Len4 ae It'00 iO4 311' =�: i 2 200 3 3964 3090 150 10 ill' AuthoriudS4PdW £ 7 f5 i- (O1✓rr191r�i_ I"i.ilk:✓, �pA_c:l:divM9�__._ TRANSMITTAL To: Urban Schreiner From: Sharon Duensing Firm: Project Coordinator Address: Date: July 11, 2005 CC: file Re: Palm Springs Classic For-war-ding Via: _XX_ Clvernight Delivery _Hand Delivery/Pick up Trans/Bag _Messenger/Courier USPS INo, of Originals: Description 2 Deposrt and-Reimbur6ement Agreement 2 Petition requesting the establishment of a CFO 1 Check and cover transmittal for the requested deposit This muYeriai is- eing-sent-ro you at-the request of I This material is being sent for: - - - _Signature & Approval _XX_As Requested _Review•&Comment Fill out& Retarrn _Information&-Use If you have any questions, please feelfree to contact me. Thank vou. Lennar Communities Inland • 391 N. Main Street, Ste. 301 • Corona, CA 92880 1=1 Main: (951) 817-3600 • Fax: (951) 817-3699 • lennar.com M E M O R A N D U M TO: Marcus Fuller Asst. City Engineer FROM: Kathie Hart 0j Chief Deputy City Clerk DATE: August 24, 2005 SUBJECT: Palm Springs Classic LLC Deposit and Reimbursement Agreement A5137 cc: File Attached is a copy of the above referenced agreement. We have kept the original agreement for our files. Please feel free to contact me if there are any questions, ext. 8206. /kdh attach.