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HomeMy WebLinkAbout6/2/2004 - STAFF REPORTS (19) DATE: June 2, 2004 TO: City Council FROM: Director of Public Works/City Engineer FINAL MAP NO. 27680 RECOMMENDATION: It is recommended that the City Council take the following actions: 1) Accept Assignment and Assumption of Subdivision Improvement Agreement dated Mayo,2004 between Palm Mountain Company and Las Palmas Heights, LLC as transferring the party known as "Subdivider" in Agreement Number 4743 dated July 30, 2003 with the City of Palm Springs. "Subdivider is now Las Palmas Heights, LLC. 2) Accept replacement security to secure obligations required of the new Subdivider under said Subdivision Improvement Agreement. 3)Authorize release of all securities for said Tract Number 27680 previously submitted by the Palm Mountain Company. SUMMARY: Tract Map Number27680was originally developed by Palm Mountain Companywhich has subsequently agreed to sell the development to a new developer, Las Palmas Heights, LLC. In order to accommodate the transfer of ownership and Subdivision Improvement requirements, it is necessary to accept replacement securities as well as a replacement of the subdivider under the terms of the Subdivision Improvement Agreement. BACKGROUND: On July 30,2003, City Council approved Final Map No. 27680 and approved a Subdivision Improvement Agreement (Agreement Number 4743), between the City of Palm Springs and the Palm Mountain Company, to secure the obligations required by development of Final Map. The terms of Agreement Number 4743 provided for a requirement of security for the Faithful Performance of all works of improvement. Payment to subcontractors and other persons furnishing labor, materials and/or equipment and the cost of setting the required monuments. The original developer has entered into a purchase and sale agreement on the property with a new Developer, Las Palmas Heights, LLC., to complete the improvements and development of the subject Tract. The original Developer has entered into an Assignment and Assumption of Subdivision Improvement Agreement with Las Palmas Heights, LLC., which relieves the Palm Mountain Company of its obligations imposed by Agreement Number 4743 and passes those obligations to the new developer, Las Palmas Heights, LLC. In order to accomplish this transfer of Subdivision Obligations, it is necessary for Council to accept the new Developer as Subdivider, based on said Assignment and Assumption of Subdivision Improvement Agreement and accept replacement securities, as well as releasing the original securities. These actions are being brought before the Council for its consideration, in order to accommodate the transfer of the legal obligations from one development to another and the replacement of the associated subdivision securities. The Council's approval of these actions will facilitate the successful completion of the development of this project by the new developer. //W Tract No. 27680 June 2,2004 Page 2 DAVID J. BARAKIAN Director of Public Works/City Engineer APPROVE ✓. �/1 / David H. Ready ATTACHMENTS: 1. Resolution 2. Securities(Faithful Performance,Labor&Materials,Monumentation,Maintenance&Warranty) 3. Assignment and Assumption of Subdivision Improvement Agreement Fixst]TTati®nal Bank of San Diego FNB Irrevocable Standby Credit#: FNB/O1-003 Date of Issue: July 25, 2003 Date of Expiration: July 25, 2006 Place: Rancho Santa Fe, California 92067 APPLICANT: Name: The Palm Mountain Company Address: 11855 Sorrento galley Road City, State: San Diego, California 92121 BENEFICIARY: Name: City of Palm Springs Address: P. O. Box 2743 3200 E. Tahquitz Canyon Way City, State: Patin Springs, California 92263-2743 AMOUNT: $USD $44,080.00 U. S. Dollars First National Bank (Issuer) hereby establishes, in favor of the Beneficiary, this Irrevocable Letter of Credit # FNB/O1-003, available with (Issuer) by payment of Beneficiary's draft at sight drawn on (Issuer) accompanied by a statement from Beneficiary, to be executed by a person purporting to be the City Manager or the City Engineer of Beneficiary or an authorized agent thereof in one or both of the forms set forth in Exhibit "1" hereto attached. Drafts drawn under this Letter of Credit must bear the clause "Drawn" under First National Bank (Issuer) Letter of Credit#FNB/O 1-003 dated July 25, 2003. Each draft presented hereunder must be accompanied by the original Letter of Credit for First National Bank's (Issuer's) endorsement, thereon of the amount of such draft. The documents must be sent to (Issuer's) address: First National Bank 6110 El Tordo— P. O. Box 2388 Rancho Santa Fe, Ca. 92067 I I��III IIIIII III�I�llll� �II III I IIII I�I IIII II� IIII 09 2 QK o 30 £f144 P.O.Box 131207 Carlsbad.California 92013-1207 ` � IRREVOCABLE LETTER OF CREDIT #FNB/01-003 The Palm Mountain Company July 25, 2003 First National Bank (Issuer) shall have no duty to and shall not investigate into the veracity of any certification to be given tinder the terms of this Letter of Credit, but shall be entitled to rely solely upon receipt of such certification in permitting draws under this Letter of Credit. Applicant's sole recourse in the event of any false certifications by the Beneficiary shall be against Beneficiary and there shall be no recourse against (Issuer) provided that (Issuer) has complied with its obligations under this Letter of Credit. Not less than thirty (30) days prior to any expiration date, First National Bank (Issuer) shall notify Beneficiary in writing that (Issuer) or Applicant elected not to EXTEND this Letter of Credit for such additional period, nor has applicant procured a Replacement Letter of Credit, at which time Beneficiary may draw against this Letter of Credit by presenting it's draft and certification as stated above. This Letter of Credit is subject to the Unifornn Customs and practice for Documentary Credits (1993 Revision). International Chamber of Commerce Publication No. 500, and engages us in accordance with the terms hereof. 3 Richa' rd'Niahncee VP/Credit Administration /MY 1111111 gill 111111111111111111111ul1111111111111111 e0r0e?2ap&8-��H Exhibit "l" Examples of Certification TO: First National Bank 6110 El Tordo—P. O. Box 2388 Rancho Santa Fe, Ca. 92067 Ref: Letter of Credit#FNB/01-003 Dated: July 25, 2003 The undersigned hereby represents, warrants and certifies as follows: (ALT 1) ( � Beneficiary is entitled to draw under this Letter of Credit by reason of a breach or default by Applicant in payment or performance under that certain Subdivision Improvement Agreement dated by and between Applicant and Beneficiary. (ALT 2) U Applicant has failed to deliver to Beneficiary, either evidence of renewal of this Letter of Credit or a Replacement Letter of Credit and Beneficiary is therefore entitled to draw under this Letter of Credit by reason thereof. CITY of Palm Springs State of California City Manager Or City Engineer `I II I I I 2©Q3-691466 /( �� II I Ilil li 1 I I I IA I 111I 1111111111 IN O&OP/35&tee& 44 rJA WONI' cs l4at®nal.Bank OfSP.fi Diego FNB Irrevocable Standby Credit #: FNB/01-004 Date of Issue: July 25, 2003 Date of Expiration: July 25, 2006 Place: Rancho Santa Fe, California 92067 APPLICANT: Name: The Palm Mountain Company Address: 11855 Sorrento Valley Road City, State: San Diego, California 92121 BENEFICIARY: Name: City of Palm Springs Address: P. O. Box 2743 3200 E. Tahquitz Canyon Way City, State: Palm Springs, California 92263-2743 - AMOUNT: $USD $3,075.00 U. S. Dollars First National Bank (Issuer) hereby establishes, in favor of the Beneficiary, this Irrevocable Letter of Credit# FNB/01-004, available with (Issuer) by payment of Beneficiary's draft at sight drawn on (Issuer) accompanied by a statement from Beneficiary, to be executed by a person purporting to be the City Manager or the City Engineer of Beneficiary or an authorized agent thereof in one or both of the forms set forth in Exhibit "1" hereto attached. Drafts drawn under this Letter of Credit must bear the clause "Drawn"under First National Bank (Issuer)Letter of Credit#FNB/01-004 dated July 25, 2003. Each draft presented hereunder must be accompanied by the original Letter of Credit for First National Bank's (Issuer's) endorsement, thereon of the amount of such draft. The documents must be sent to (Issuer's) address: First National Bank 6110 El Tordo— P. O. Box 2388 Rancho Santa Fe, Ca. 92067 /46 II I I I I I + I III II I IIIIII IA �A1 I I III 111 II II I 1 II III Fes©e 3 ea£�B.a o 1 P O Box 131207 Carlsbad,California 92013-1207 IRREVOCABLE LETTER OF CREDIT #FNB/01-004 The Palm Mountain Company July 25, 2003 First National Bank (Issuer) shall have no duty to and shall not investigate into the veracity of any certification to be given under the terms of this Letter of Credit, but shall be entitled to rely solely upon receipt of such certification in permitting draws under this Letter of Credit. Applicant's sole recourse in the event of any false certifications by the Beneficiary shall be against Beneficiary and there shall be no recourse against (Issuer) provided that (Issuer) has complied with its obligations under this Letter of Credit. Not less than thirty (30) days prior to any expiration date, First National Bank (Issuer) shall notify Beneficiary in writing that (Issuer) or Applicant elected not to EXTEND this Letter of Credit for such additional period, nor has applicant procured a Replacement Letter of Credit, at which time Beneficiary may draw against this Letter of Credit by presenting it's draft and certification as stated above. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision). International Chamber of Conn-fierce Publication No. 500, and engages us in accordance with the terns hereof. Richard Nance VP/Credit Administration �IIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIII III Di II IIIlIIII d5. fl5�9£n 44©©fl Exhibit "1" Examples of Certification TO: First National Bank 6110 El Tordo — P. O. Box 2388 Rancho Santa Fe, Ca. 92067 Ref: Letter of Credit #FNB/01-004 Dated: July 25, 2003 The undersigned hereby represents, warrants and certifies as follows: (ALT 1) �) Beneficiary is entitled to draw under this Letter of Credit by reason of a breach or default by Applicant in payment or performance under that certain Subdivision Irnprovernent Agreement dated by and.between Applicant and Beneficiary. (ALT 2) ( .....) Applicant has failed to deliver to Beneficiary, either evidence of renewal of this Letter of Credit or a Replacement Letter of Credit and Beneficiary is therefore entitled to draw under this Letter of Credit by reason thereof. CITY of Patin Springs State of California City Manager Or City Engineer 3@S03-631465 IIII I�I I I IIII II I II� f I III 1I 11I I� as�eai3a°3r as as First rational Bank of San Diego FNB Irrevocable Standby Credit#: FNB/O 1-00 1 Date of Issue: July 25, 2003 Date of Expiration: July 25, 2006 Place: Rancho Santa Fe, California 92067 APPLICANT: Name: The Palm Mountain Company Address: 11855 Sorrento Valley Road City, State: San Diego, California 92121 BENEFICIARY: Name: City of Palm Springs Address: P. O. Box 2743 3200 E. Taliquitz Canyon Way City, State: Palm Springs, California 92263-2743 AMOUNT: $USD $117,959.01 U. S. Dollars First National Bank (Issuer)hereby establishes, in favor of the Beneficiary, this Irrevocable Letter of Credit# FNB/01-001, available with (Issuer)by payment of Beneficiary's draft at sight drawn on (Issuer) accompanied by a statement from Beneficiary, to be executed by a person purporting to be the City Manager or the City Engineer of Beneficiary or an authorized agent thereof in one or both of the forms set forth in Exhibit "I" hereto attached. Drafts drawn under this Letter of Credit must bear the clause "Drawn" under First National Bank (Issuer) Letter of Credit #FNB/01-00 I dated July 25, 2001 Each draft presented hereunder must be accompanied by the original Letter of Credit for First National Bank's (Issuer's) endorsement, thereon of the amount of such draft. The documents must be sent to (Issuer's) address: First National Bank 6110 El Tordo— P. O. Box 2388 Rancho Santa Fe, Ca. 92067 298 -691466 20 1, 0 J9 f 44 ////�////� 9 II II I I IIIIII IIIII IIII II IIIIII II IIII III III 0`Jr N PD.11OX131207 Carlsbad,California 92013-1207 IRREVOCABLE LETTER OF CREDIT#FNB/01-001 The Palm Mountain Company July 25, 2003 First National Bank (Issuer) shall have no duty to and shall not investigate into the veracity of any certification to be given tinder the terms of this Letter of Credit, but shall be entitled to rely solely upon receipt of such certification in pennitting draws wider this Letter of Credit. Applicant's sole recourse in the event of any false certifications by the Beneficiary shall be against Beneficiary and there shall be no recourse against (Issuer)provided that (Issuer)has complied with its obligations tinder this Letter of Credit. Not less than thirty (30) clays prior to any expiration date, First National Bank (Issuer) shall notify Beneficiary in writing that (Issuer) or Applicant elected not to EXTEND this Letter of Credit for such additional period, nor has applicant procured a Replacement Letter of Credit, at which time Beneficiary may draw against this Letter of Credit by presenting it's draft and certification as stated above. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision). International Chamber of Cormnerce Publication No. 500, and engages us in accordance with the terms hereof. Richard Nance VP/Credit Administration IIIIIIIIIIIIIIIIIIIMEIIIIIIIIIIIIIIIII111IIIIIIIIIII 09s`2°20 2003fG4 OA IRREVOCABLE LETTER OF CREDIT#FNB/01-001 The Palm Mountain Company July 25, 2003 First National Bank (Issuer) shall have no duty to and shall not investigate into the veracity of any certification to be given under the terms of this Letter of Credit, but shall be entitled to rely solely upon receipt of such certification in permitting draws rnider this Letter of Credit. Applicant's sole recourse in the event of any false certifications by the Beneficiary shall be against Beneficiary and there shall be no recourse against (Issuer) provided that (Issuer)has complied with its obligations under this Letter of Credit. Not less than thirty (30) days prior to any expiration date, First National Bank (Issuer) shall notify Beneficiary in writing that (Issuer) or Applicant elected not to EXTEND this Letter of Credit for such additional period, nor has applicant procured a Replacement Letter of Credit, at which time Beneficiary may draw against this Letter of Credit by presenting it's draft and certification as stated above. This Letter of Credit is subject to the Uniforni Customs and Practice for Documentary Credits (1993 Revision). International Chamber of Conunerce Publication No. 500, and engages us in accordance with the terms hereof. Richard Nance VP/Credit Administration IIIIIIIIIIIIIIIIIII Iff loll ill lllllll M lllll llll loll 09 M"20J30q O&R 40 of— _— — IRREVOCABLE LETTER OF CREDIT#FNB/01-001 The Palm Mouritain Company July 25, 2003 First National Bank (Issuer) shall have no duty to and shall not investigate into the veracity of any certification to be given under the teens of this Letter of Credit, but shall be entitled to rely solely upon receipt of such certification in pennitting draws tinder this Letter of Credit. Applicant's sole recourse in the event of any false certifications by the Beneficiary shall be against Beneficiary and there shall be no recourse against (Issuer) provided that (Issuer)has complied with its obligations guider this Letter of Credit. Not less than thirty (30) days prior to any expiration date, First National Bank (Issuer) shall notify Beneficiary in writing that (Issuer) or Applicant elected not to EXTEND this Letter of Credit for such additional period, nor has applicant procured a Replacement Letter of Credit, at which time Beneficiary may draw against this Letter of Credit by presenting it's draft and certification as stated above. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision). International Chamber of Connnerce Publication No. 500, and engages us in accordance with the terms hereof. Richard Nance VP/Credit Administration 11141da,,. I11111I11E[111111111 loll 1111111111 M 111111111 loll oA na,2 0F48a 0R ; Exhibit "1" Examples of Certification TO: First National Bank 6110 El Tordo— P. O. Box 2388 Rancho Santa Fe, Ca. 92067 Ref: Letter of Credit#FNB/O1-001 Dated: July 25, 2003 The undersigned hereby represents, warrants and certifies as follows: (ALT 1) �) Beneficiary is entitled to draw tinder this Letter of Credit by reason of a breach or default by Applicant in payment or performance under that certain Subdivision Improvement Agreement dated by and between Applicant and Beneficiary. (ALT 2) O Applicant has failed to deliver to Beneficiary, either evidence of renewal of this Letter of Credit or a Replacement: Letter of Credit and Beneficiary is therefore entitled to draw under this Letter of Credit by reason thereof. CITY of Palm Springs State of California City Manager Or City Engineer41 IIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIII IIIIIIIIIIIIIIII f3 b��2 0DIV 44 GH FirstlSTational Bank manof San Diego FNB Irrevocable Standby Credit #: FNB/01-002 Date of Issue: July 25, 2003 Date of Expiration: July 25, 2006 Place: Rancho Santa Fe, California 92067 APPLICANT: Name: The Palm Mountain Company Address: 11855 Sorrento Valley Road City, State: San Diego, California 92121 "' BENEFICIARY: Nance: City of Palm Springs Address: P. O. Box .2743 3200 E. Tahquitz Canyon Way City, State: Palm Springs, California 92263-2743 _ AMOUNT: $USD $235,919.01 U. S. Dollars First National Bank (Issuer) hereby establishes, in favor of the Beneficiary, this Irrevocable Letter of Credit# FNB/O 1-002, available with (Issuer) by payment of Beneficiary's draft at sight drawn on (Issuer) accompanied by a statement from Beneficiary, to be executed by a person purporting to be the City Manager or the City Engineer of Beneficiary or an authorized agent thereof in one or both of the forms set forth in Exhibit "1" hereto attached. Drafts drawn under this Letter of Credit must bear the clause "Drawn" under First National Bank (Issuer) Letter of Credit#FNB/O1-002 dated July 25, 2003. Each draft presented hereunder must be accompanied by the original Letter of Credit for First National Bank's (Issuer's) endorsement, thereon of the amount of such draft. The documents must be sent to (Issuer's) address: First National Bank ,4/ 6110 El Tordo —P. 0. Box 2388 //1J Rancho Santa Fe, Ca. 9.12067 I I Illlll llll l IIIIII Ilh�Illl Ill i llll Il Ill 1111 Illl ©9 ©90 , 108 f4 0400R 4 P.O.Box 131207 Carlsbad,Calilomia 92D13-1207 IRREVOCABLE LETTER OF CREDIT#FNB/01-002 The Palm Mouuitain Company Judy 25, 2003 First National Baiuc (Issuer) shall have no duty to and shall not investigate into the veracity of any certification to be given under the terms of this Letter of Credit, but shall be entitled to rely solely upon receipt of such certification in permitting draws under this Letter of Credit. Applicant's sole recourse in the event of any false certifications by the Beneficiary shall be against Beneficiary and there shall be no recourse against (issuer) provided that (Issuer) has complied with its obligations under this Letter of Credit. Not less than thirty (30) days prior to any expiration date, First National Bank (Issuer) shall notify Beneficiary in writing that (Issuer) or Applicant elected not to EXTEND this Letter of Credit for such additional period, nor has applicant procured a Replacement Letter of Credit, at which time Beneficiary may draw against this Letter of Credit by presenting it's draft and certification as stated above. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision). International Chamber of Commerce Publication No. 500, and engages us in accordance with the terms hereof. Rrchard Fance VP/Credit Administration IIIII II III IIIIII II I IIIII� III III III I PII II IIII (09 981a 49 oF 44©�R Exhibit "1" Examples of Certification TO; First National Bank 6110 El Tordo —P. O. Box 2388 Rancho Santa Fe, Ca. 92067 Ref: Letter of Credit#FNB/O 1-002 Dated; July 25, 2003 The undersigned hereby represents, warrants and certifies as follows: (ALT 1) Beneficiary is entitled to draw under this Letter of Credit by reason of a breach or default by Applicant in payment or performance under that certain Subdivision Improvement Agreement dated by and between Applicant and Beneficiary. (ALT 2) Applicant has failed to deliver to Beneficiary, either evidence of renewal of this Letter of Credit or a Replacement Letter of Credit and Beneficiary is therefore entitled to draw tinder this Letter of Credit by reason thereof. CITY of Palm Springs State of California City Manager Or City Engineer IIII IIIIIIIIIII III IIIIII IIIIII IIIIIIIII! III 62 44,of6j4409A MAY 20 2004 16:56 FR STEWART TITLE ESCROW60 568 5479 TO 94165806 P .02 95/04/2804 13:47 850-481-2. PACIFIC HOSPITALIr- pAt 02105 M4Y-e4-e4 12:20 PM MEASTAR CGNOULTINC TOO 416 8991 P,02 Recoeding,Raqucsted By: When Rr,Y:ordtd Mail Tu: Las Palmas heights LLC 100 3 Sunrise Wajr,Box 8 463 Palm Slprings,92262 Aft i.:Pcicr Houslop m�t,75arr 1'Cr k'xni�d�r'a L%sr Dn1I� ASSIGNMENT AND ASSUMPTION OF SL>SDTVISION IMPROVEMENT AGRFFMENT This Assignment and Assumption of Subdivision hupr wtment Agreement ("Assignment") is enterod into dfective as of May 4, 2004, by and between the PALM MOtNiTAIN COMPANY. a California corpuration ("Assignor"). and LAS PALMAS 91:1011T9 LLC,a California limited liability eompowy("Aoignet'q. A. Assignor and the City of Palm Springs(the"City")entered into a Subdivision Improverneru Agreement dated as of July 30,2003(161 Agreement")relating to the devetoprnent of Tract 27680. As set forth in the Sl Agteement,Assignor tits ag=d to construct and install eatain improvements to accommodate tho developmant of Tract 27630, Pursuant ks Section 4.1(a)of the SI Agreement,Assignor has provided the City with a Letter ofCrodit in the amount of Corr IIw0rud One Thousand,Thirty-Thmm RoltarA&011100($4010033.0 t)as security for the Assignor's faithful performance ofthe work required Under the SI Agunvnt a cM otwhieh is attached bare to as EANt"All and fusty iuucorporatcd herein by this reference, Tho terms of the Sl Agfomwnt arc fully incoMorated herein. Assibmux now desires to asslgn to Assignee,without representation or warranty,all of Assignor's rights,titles,interests,hcne6ts, privileges,claims,duties,and obligations ptlrauant to,contained within and in aceordamo with the314=vment. B. A.wtignor and Assignee have catered into a purchase*W sale agreemcm whereby Assignor is mailing to Assignee the real property which is oonRjtllt^d by the$1 Age ecmont. C, Now,therefore,for good arks valuable consldoration,the receipt and sufficiency orwhich are hereby acknowledged,the undersigned agree~,warrant and promise as follows: �IS.SI�r[y� tJMPTION 1. Assignor hereby irrcvocably and unconditionally grants,trans0:rs, conveys, assigns and delegates to Assignee orall of Assignor's rights,titles,intcreswa hcnefas,priyiicges, Claims,duties and obligations arising under,contained within or in rr;sPret to the SI Agri nwni. 11417 MAY ib A04 16a56 FR STEWART TITLE ESCROW60 568 5479 T6 94165806 P .03 } PACIFIC HMPITALIT1 PAGE 02106 0 t wx—v� Ir*412130 PH�t MCBSTAlt CONSULTING 760 414 &9V7 P_01 2, Assignee hereby fully aceepts the foregoing assignment and unconditionally assumes and agrees tit perform,in a timely manner,all of the duties and obligations of Asslgnor arising,under or condained in the SI Agreement with the same force and effect as if assignee had initially executed the SI Agreement as the Subdividce,as that term is used in the SI Agrecn+et+t. Assignee agreeA and acknowledges that upon execution of Ibis Assignment,Assigncc shall becon a the Subdivider under the Sl Agreement 3. Auer execution of this Assi,grunent by all particsr Assignor shall have absolutely no obligation to Assignee and shall have no liability of any nature under the 81 Agreement. In this regard,Assignee,fur itscirwid for its agsnls,emplayaett,prcdeceisors,successors,assigns, agents,and all vtbcr persons or entities who may claim through her,dues hcra-by retcase and forever discharge Assignor and its respective members,managers,ofFieers,shareholders, partners,directors,employees,agents,Wnders,wtomays.suecessor3,assigns,and relaW and/or afJiilatcd panics,from any and all manner of action,snit,lien,damage,expense(including attomeye fees),claim or demand orwltatcvcr nature heretofore or hereafter arising out of, related to,connected with or incidental to tho rant property identified in the SI A*yteCnttcnt or to the SI Agrecrttent itscir. 4. In addition to the specific ralme set forth in Section 3,above,Assigncc airm that it wW file no actions,petitions or complaints(administtative or judicial)against Assignor with regard to any facts or actions arising out of the SI Agreement. It is specifically agreed that the agreement contained heroin N a 11111 and final release of My and all claims or demands by Assignee and for any cleirttA related to any matter arising from or related to the 3I Agreement. 5, Wmiy-er dfCivil Code$ccttorj 154Z. Caliromia Civil Code Section 1542 provides: A GEDT•,RAL RLIALASE DOTS NOT E1CI'bND'M CLAIMS WIIICII TIM CaMITOR IX)LS NO'f KNOW OR 5USPECT'1`C1 DUST IN IIIS FAVOK AT THE TIME OF UXLCUTING TIM RFLEASI WHICH IF KNOWN 13Y IIIM MUST HAti E MATMKiALLY AFFFCTFI)HIS SE7TAXIVI:NT W1TitTiiF,i EWI't)R. Assignee knowingly and voluntarily waives the provisioms orCivil Cade Section 1542 and any other comparable provisions or principles of stale, federal or ctimmOn law and ackn0wlW90q and a3n-c4 that this waive is an essential and material term of this Assignment and Ow relearn provisions oontaincd herein and that,without such waiver,this Amignmcnt Weald not have been 4ntcred into. ASsignec understands and aeknnwlcdgcs the 5ignlfieancc and conscguences of the release set forth herein and this specific.waiver of Civil Corte Smilon IS4,N and all Wicr comparable provisions or principles ofstme,federal law or common law, Assignee' _ x i' 46iVix 4N+aUa/40 xwrD C/�/ g MAY 20 2004 16:56 FR STEWART TITLE ESCRCW60 568 5479 T4 94165806 P.04 05/04/,.kft4 1:4±i�4850-491�ED£TI�R CowStJlrxN PACIFIC HDSPITAL.IT4 PAGE 04/66 760 416 099? P.62 6, Assignee acknowledges that ASslgnec is fully and eompletrly familiar with the arms of the St Agrccrnont and that Assignee would not have entered into this Assignment if it had not ftdly and completely satisfied Itself with the terms of the SI Agreement and the real property It affects, The assigmnem of the St Agreement wider this Assigonictrt is in no way intended(and in no way implies)to change any of the terms of the purubw and stile agreement between ilic parties or is it intended to imply that Assignor is making any warranty or representation to Assignee or that any or the improvements contemplated by the Si Agreement may be accomplished or are feasible. 7. Assignee acknowledges that the$1 Agreement refcrottees,contains and imposes upon Subdividcr certain obligations iti regards tp bonding,e►edit arrangennents"performance of improvewent obligations, Assignec understands the foregoing obligations,and warrants to Assignor that Assignee has the cWoolty and ability ki make ate performances required of the Subdivider under the SI Agreement or bear the(wimucncei thereof. This Assignment shall not be aflhclivc in fruit until Assignee has replaced all of the bonds atld/or any other credit,payment or perfornuttice obligation of the Subdivider under the SI Agreement, Assignee rtalizcs that Assignor will be substantially harmud by Assigniec's failure to have any of AsslanQes bonds or any of the other financial guarantees or depwirs described in the SI Agreement released by the datC of the Close of the escrow for the sale orOw real pniperty vrhich is subject io ft terms of the Si Agreement. Thcrcfare,Assignee rcafrms and reackaowledges that the fuilum or inability of AWgnce to replace the bonds and/or any other r1ronctal obligation related to the real property to which Assigner is a party or an obligor is s non-curable breach of the purchase agreement between them,and Assigns has the tight to Iermlinalc the puttdtase agreement,the escrow and the salts transaction,alnd to immediately exen;isc any rights of Assignor thereunder. Time is specl/seally of the evscncc for the perrounamo act forth in this provision,and lhcrc shall be no exiansion oftimc rear any reasvn unic�s agreed 1v in writing by the Assignor, 8, This Assignment may be executed in one or more oomtittipurvS each and all of which shall be decmad an original,and all of-Mich talon together shall constitute but 011e ngrcentent, Tote and correct eopics, including elcetnonic and facsimile copies may be used in lieu of an original. the Recitals ure a part of this AS,cigninmL .1. Time is of the essence. This is the entire agmmuent bctuncn the parties in regards, to the subject matter contuimd hk min, This Akslgnmcot shall be interpreted under the laws of Lbc Slate ofCadi fomia, All oFthe parties hereto have b%wn represented by 1egn1 cotnisel of their choice,and am not relying on any statement orthe ether party in entering herein. Each party has cooperated and participated in the drafting said the preparation of this Assigtmne;IL Hcncc,in any tAnsiruction to bL made of this Amignmcnt,no ambiguity shall be resolved against any party by virtue orthat party's partleipaiion in the drafting of this A.cs'igament. 10. in the event legal action is commenced to enforce the terms or us Assignment, oho prevailing rant'egos/be:entitled to their reasonable attorneys'Ft es and enure costs. ViMRWW6SLtNPO 114/f JUN-01-2004 TUE 11136 AM CITY OF PALM SPRINGS FAX NO. 760 322 8325 P. 02 - MAY' 2B 2004 16r57 FR STEWART TITLE E5CROW60 56e $473 TO a41sbe96 P.06 06/04/2004 13r47 85� �81-2:_. PACIFIC Hospi m PACE 05/d6 -•••, ti� Y- a:.ws rn "WIPOTAK 0bNb1J6T1H9 7016 414 9097 P.BS !1, 'I]Ir ptNHeo neftnowvledae Hurt dle CW'glhlm Sptitt�a b not apatty tq NSs Amirmari wnd rite Ri Agr4Wmcd dmi not tNvita do eonxalt of dtt txey of T41m Bpdw task sslnynment. ilOwMw'Cr,lf111eC�Ilygt'14alfiS�itngsma�kmta+ytvgtteataiaUwOilnwrtaugngb dw 91 Adn-t'n'tcnt,the potles Pp"to cnopetase dwr&A ir,,*Ad to 104 ttc m neaaeta oy W alreehatc the pu+lnwoftide Avodg meat, 12. Wavy pmUkon,tasalwm pw&rVb,Ouse of uWmwe In Us Avak7mol In ddelaMed to bq plogPl,void,wnyal(d,ArmKafafceahle by n awn or 0>titl'wtlnvtq W11It omv� jtnlndietibrt t4,arnP,itr mnlirsttttl tovtahfmy Pr�Piw+�ol#ase+M Wd�atlenlrs ehAli be nwerab)ttttfd/hulltetndnjnlUll[otTeardrlibeL 1'hCpMliesupse>batsvoldorim�alW +tpb,do=or prtwlalon ahall rdx drssr Ste vilmy at enibroottbRhy of the en oWng donsofl m&vwxmcm. 13. auitnee agues to Indemnify,detknd,attui hula birntlt t Aselp"mod Its usp+' Ovatarrnbemriq >tagetR,of w-%Absneh Wvmptrioe+v,dbo;iv%=WWA ,ogents, kndUttt,wwrAya,puceLiMOrw,"aim and mu wd andit n1lllided paw am and mit"my and all cleimr,Gwbllifiae,loosraf,dunWo aaaxs of oetlm ate nbliptifts wi tTg tntt of Of. ndalod to dw 31 A,greanoar. Sold lsdem by obi%Wm Vmn apply to pamwAl laiwrY. 11. property da,nrgc,oentMWU laaatcand+arty OW MMORy da 49C br poalt w ntaybr amoud,lacltv3ing without iimiatGq,t,am me Pori and rats. Such ladcmnity owl net*mend to wiy Iota muhlnq ttp,e MlQnoeszmG ngelljmo 0r wtllt►tl m1pcon ttat, Mw tun;l b4Itxlowty stall aavive the Imoohraft red prgwty and oho cum of qte arorow *wafer. 14. 11tIw Awslprlmret t>ODly,q tha ontlro aRteetoeta betuvr/a,w fhc 1>:r1i<x hereto,and the tartrot arft ANAWMTent w rA tat wuw and neat otcrclY to6ol. My mkWm&g to fts bra nwK Irttitll not bat va1W or bindixy mho in atMM told C%wufrd by rub orthe parties IN u'II'14&"WIMRE,OF,Assip m ntd Assitpwt,bou pa mw this Asslglmma emcl;vc=offo 4w Md ya4r First►trove w don. "Astldnoe a CwlirOmla cetpetbl,oe,y T ar t'Almu I PaLtt IwTWtntdn Cprylpwn y Cdiftmda fi�1tnbt7ty aomMnY UW auerttuant.�e„rn n t'P KdV tD fts To Ftsw" k()att tru--k wAAvm, -14 ts 08/01/2004 TUE 11:86 tTX/RX NO 92941 1m002 MAY aO 2004 16:57 FR STEWRRT TITLE ESCROWS© 568 5479 TO S4165806 ^ "OY-04-94 e4 :2e PN rKED�''`grx CONSULTING P'-eT W44IM4 13.44 MO-481-2999 iigGIFIC NWITALTTY FW .. rrwY-A�-84 1s L31 PM trEPSTr1rt tiOH4U4TIH6 Ti0 ISi AM7Y t 1. 1ue paAic�ackrlowkdir tht�city of ttdm� is A�� Asslgnma+t and tka.1 Att+'t A does Am rrxlulN me conw.Td of city of im 5prinyrf to W asslPMLOL JIM-evcr,if the C11y e8A4a,S.ttinyr nxikcs atty' quo"illft fitutL rMk ft to So M AVn.+mvmg.the W10 oyrec to coopcate thcrc+r1tl4 WA to VAAd aRt M omwry to +A WWto the PrI"o1 tfda Asscign W- 12, if otty praviriar4 soctida,par*,elwm or smtencc in W ASAWAWt is drehmrd tabs 711c4at,vaitt tnYalitl.s WcrNpnerktrtc by admt or oftr autl+erity WK jutadkilan tricleuf,fit netr�aiarng proYistatuz,l�aMttx��renuxtCcS phatl ire xMmblc and d1w11 tepW71 in fail kCt and¢ffcci. 1W 1WOcs apes t1Ml r votd orlevatid p W*VAph,dsuse orlwavtfinn tdrall rat rfftet the valtditY or enrtxcc Maly of the ttMWITI>S ! mvW aFft Atpwvmal- 13. A�ignec agrees to Ealcrnnify,dcfcad,qKi hold huntitro>t Asslgrxx and lts tespcetive mcntba+matt m,oflteers,*ma*111cro & Wurs,c 0AYem isn tem,attomsya.smccan".amipns,seW relined a%ft dMl d punks fraot and ngai m aoy aryl r<I<thdntr.liatdth ax k4sns,ftrmib e,t:austs of action fod oidigrtiun5 ari5ind rot of or t IAW to the%I ltft"Wnf. Wd indeMnity abNjlWw"ij*to pcesonnt lroury.ddtti,, P"qK tY UmSc.otxntotrittc toss V4 aaY ancw monttiry dwoW or porgy to*kW Assi&ww say he subjcRsd,including veitboutmitrlion suotttcyai"ad torts.arwl $uch indcptahy sltnl! wt txtdtd A+any lot!mwttln�Farm hsai�nn>s Pross+rtgligtvtes ar wNlfui mlacQndtrct. Tht %WmAity SNA Aurvrva the tramfcr arthc tcd pmprrty and dtc close of the ca mw 14. This AssijpnmMt cw t lr4the cmire aerccntcut Wtwcen*c p"C3 kWo,vA the isrm afthis Arrij,,runpot on ecnetta ww and not mtnsly renal. Any amcrA,4td to dds Atlet onwnt shall rtot be valid or bioding Wj w in V4-oiq rnd atMWW by tech of the parturs hcreta. tN WfI KS.S W1MWDF,AWPUr W Asslgaee bm cxaruted this AsAAmnent et "VC as oflhc dry and)ur rrst atove%�ittcn. "'Aft ow A Aafilow h h Mountain Cornpw+y Im P&M Nuts 1 i.t', a Ctdil'amin corporation a Ca6Foma How liuN 14 ompiny , MAY 20 2004 16:57 FR STEWART TITLE ESCROW60 566 5479 TO 94165806 P . 06 05/84/2864 13:47 658-481-2L,_, PACIFIC FIOSPITALITti PAGE 05/06 "M M M9TAR GaNQVLTIHG 768 416 9947 P.03 I I. The Parties acknowledge that the City of Palm$Prings is not a party to this Assiptftlll and the 51 Alwoente„t does not require the consent of the City of Palm%P fts to an assignment. However,if the City of Palm Spriops makes any requests in the:future relating to the$1 Ag VVmcnt,the parties alPW to cooperate therewith.and to tale action necessary to effectuate the purpose of this Amignment. 11 If any provlsitrii,section.paragraph,clause or sauterxx in this Asstgnrncnt la declared to be illcpul,void,invalid,or urtertfoaccahic by a court or other authority with jurisdiction thereor,the remaining provisintla,pntagNP11%clauses,and senimms shall be severable and shall remain in full force and effect. 'Pitt parties agree that a Void or invalid Paragraph,clause or prevision shall not affect tlic valtdity or eniorceability of the remaining provisions orthis Avvement. 13. Asslgnm agrees to indemnify,defend,and hold hannlesii Assigner and its respective members,manage''s,officers,shareholders,Paraders,dimlora,employees,agcntk, lenders,attomeys,succemors,osteigns,and related and/or ad iliated panjes front and against any and all claims,liafiilitiut,lossi:n,damages,causes of action and oblitlntinhs arising out of or related to the Sl Agrwi,wot. Said indemnity obligation!hall apply to pemonsI it ary.death. property damage,owomic!)sand any other mnndary damage or penally to which Assignor may be subjected,,Including without limilation,atwmeyf fens and cogs. Such indemnity shall not extend to any loss resulting from Assignors gross negligence or willful minconduet. The fore6ing indemnity shall survive the transikr ofthe real property and the close of the escrow therefor. 14, This Assignment,contains the cutiro agrccatertt between the pamee hereto,and the terms orthis Ami6nWient are contractual and riot merely rmcital. Any amendnwntto this Assignment~hall not be valid or binding unleto in writing and executed by each ofdlc parties barcto. iN WiTNESq WIIM-A)F,Assignor and Assignee have executed this Assignment effective as of the clay Arid your first above written. "Assiguor" 'Assigner' Palm ivlountaln Company fors Palmas Iieights 11C, a Califomla corporation a California limited liability company Name: It Nls'cc<.'�_ Nam: � � 71CIo: — frtic: B:IRJRf1GG1Gt,P4rPa Of MAY 20 2004 16:57 FR STEWRRT TITLE ESCROW60 568 5479 TO 94165806 P• 07 05/8412004 13:47 85d-481-2_ PACIFIC HOSPITA.IT. PAGE QUM STATE OF CALIFORNLA } COUNTYOF SAN DISGC+ ss On May42floe,bwkA*ma, susar E. Dorin, Notary Public PMWMRY ap�� William x. a >- ,pwwraKyknown yr prqWApf+t'16 on dw haste of satlsftclnry evfdence)to be ttw p 80n%how name iv subweRW to the wv�td7in Inxtniment and adowwledged tq Me that heWWM* 9XVAged the earns in his/haflt 4 authWwd tapaaty.and that by h rlt61rs0wkrre on the instrument the person, ortho antlly upon behaN of which the person acted,exwoW the instrument WITNESS my ha afhtw=tool, Iflaw►�can - Signature .y"'w (SEAL) tiflrrrf�krtt Goof STATE OF CAtJFtOMIA ) } es COUNTY OF } OA May ,2004,before no, persenally appeared pownany KnoM to me(or pmwd to me on the basis of satisbctwy evidence)to be the pwom whale name Is subscribed to the MMM instnnhant and ocknowtedpart to me that hefstw/ W azewted the same in hisltrerhhairauUrorizad cgpocdy,arm#rat h7r hibmerAtrerraignatrue on the ktstrurnerrt the pnrsan, or gm ently upon b"of which the person acted,wmL tad the instrument. WITNESS my hand and dikW seal. signature l a3 pop MAY 20 2004 16c56 FR 6TEWART TITLE ESCROW88 ggg 5479 TO 54165806 v "OY-04-04 04:29 RM M675'' "NR CpH$�4T7NG P.08 7{s0 41''-`ti$997 ` W/8412084 13:44 958-481-21se PAOTFIQ M7SPZTpL1TY a6/G6 $TATC OF C"ORMA ) - 1 Wy.S i►p4 suearw F. Zrarin� ttotrry Public pWdpryNy nPP�4d �l�lampgwn�prytmerniawe Mrr1dA¢yhi an ra Of i rAidod"�Ydknt*)15 he rid Ww rA .01 Y�ftwS a fd rb win >tadwnant �w +r>dafa�kdp�rfq nM rat hohNufty anm fAd Nie game M 1 A trio euEW*Wcopk*,.n *dbyhhtrwe r an,hvinsunMnw+tri.pMoerr, d'r+p 4rd7y upoli helmft aFrr►�id1 rnr peroan retsd,�u19d the raparrne�it. WlTNEs9myh ellbtLLow. LVM wmbvrdft 5YATE OF CAL1FomiK } t**Wd b mean to huie of 4 y }a b�rir perms w4wce nwr>.>!sdb�c+rwld ID tAe nrAtrNn irkurwM and A*Vwbdow b and rrr hwyd}idrMy OWAsd the wow in ��apan ���Y►" �►�nantMtm�u►r.ntt�eparsn�, Cl fp*+ad tided,d>tepAed rw trer�mxya. WITttFSS try hand aitd aMriW caw►. c*w+�Mkm t 1411432 mrowmbftwkbzl. RESOLUTION NO. OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, FACILITATING REPLACEMENT OF DEVELOPERS OF FINAL MAP NO. 27680 WHEREAS the City Concil at its meeting of June 2, 2004, approved Final Map No.27680, and entered into a Subdivision Improvement Agreement(Agreement No. 4743)with Palm Mountain Company; and WHEREAS pursuant to Agreement No. 4743, securities are held by the City of Palm Springs to guarantee construction of certain improvements associated with Final Map No. 27680; and WHEREAS Palm Mountain Company has entered into a purchase and sale agreement of Final Map No. 27680 with a new developer, Las Palmas Heights, LLC; and WHEREAS it is necessary to transfer subdivision obligations from the original developer to the new developer, and accept replacement securities. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs, California as follows: 1. Accept Assignment and Assumption of Subdivision Improvement Agreement dated May 4, 2004 between Palm Mountain Company and Las Palmas Heights, LLC as transferring the party known as"Subdivider"in Agreement Number4743 dated July30, 2003 with the City of Palm Springs. "Subdivider is now Las Palmas Heights, LLC. 2. Accept replacement security to secure obligations required of the new Subdivider under said Subdivision Improvement Agreement. 3. Authorize release of all securities for said Tract Number 27680 previously submitted by the Palm Mountain Company. ADOPTED this day of , 20_ AYES: NOES: ABSENT: ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By City Clerk City Manager REVIEWED &APPROVED AS TO FORM: 1 /