Loading...
HomeMy WebLinkAbout00331C - CANYON DEVELOPMENT PA10 OPAI � o cc Uj y FREE RECORDING REQUESTED BY -j µ AND WHEN RECORDED RETURN TO: 0 'CITY CLERK GS t tta P.O. 130X 2743 way PALM SPRINGS, CA 92263 Ci W (Space Above This Line For Recorder' s Office Use Only) MEMORANDUM OF OWNER PARTICIPATION AGREEMENT By this Memorandum of Owner Participation Agreement, Canyon Development, a California General Partnership ( "Participant" ) , the Redevelopment Agency of the City of Palm Springs ( "Agency" ) and the City of Palm Springs ( "City" ) acknowledge that Participant, Agency and City have entered into that certain Owner Participation Agreement with respect to that certain real property as described on Exhibit A attached hereto and incorporated herein by reference which is owned or leased by Participant ( "Site" ) . The OPA was approved by the Agency on June 1, 1994 pursuant to Agency Resolution 932 and by the City on June 1, 1994 pursuant to City Council Resolution 18408 . IN WITNESS WHEREOF, Participant, Agency and City have executed this Memorandum as of this 7 day of Try 2' 1994 . THE RED ENCY OF THE CITY OF PA SPRINGS By Executive Director \ "Agency" ATTEST: Sec e ary (Signatures continued on next page) FS2\053\01a084-0022\2099676. 06/16/94 3570362 APPROVED AS TO FORM: ° e° RUTAN & TUCKER By: Atforneys(19fr the Redevelopment q Agency of the City of I Palm Springs 1 CITY OF LM SPRINGS By: City M ager "City" ATTEST: 5 y Clerk APPROVED AS TO FORM By: Da id JC esh re, City Atto-rney CANYON DEVELOPMENT, a California General Partnership By: ADLER CANYON PROPERTIES, a California Corporation, Mana 7ngGeneralC � Partner By: Y V` 'r---- _ Its• t 0- (Signature continued on next page) -2- 3i16? _ . _ Cali.Eornia • 3 State of OPTIONAL SECTION CALIFORNIA ALL-PURPOSE A NOWLEDGMEN4 No s,9 CAPACITY CLAIMED BY SIGNER I ' (Aunty of Ills Angeles Though statute does not require the Notary to fill in the data below, doing so may prove ±' invaluable to persons relying on the document. On ,Tfly R•• 'L12L before me,—Paulette Sch].eimer. Notan Public {;I'0 DATE NAME,TITLE OF OFFICER-E G.,"JANE DOE,NOTARY PUBLIC" ❑ INDIVIDUAL li . © CORPORATE OFFICER(S) personally appeared Joseph Solomon vice-President NAME(S)OF SIGNER(S) �,l TITLE(S) Q personally known to me-OR- ❑ proved to me on the basis of satisfactory evidence ❑ PARTNER(S) ❑ LIMITED to be the persorl whose name(s) is/are ❑ GENERAL subscribed to the within instrument and ac- ❑ATTORNEY-IN-FACT knowledged to me that he/she/they executed ❑TRUSTEE(S) the same in his/her/their authorized ❑GUARDIAN/CONSERVATOR �S OFFICIAL SEAL capacity(ies), and'that by his/her/their �l`::•�'•'+•° PALILE7T� Sr"FII;!trip OTHER: signature(s) on the instrument the person(s), Notary Pu! W-c. .I Los a,raG L_F; or the entity upon! behalf of which the ? my Corrvnh n ,_ na person(s) acted, executed the instrument. July 29' )• a SIGNER IS REPRESENTING: WITN SS my hand and official seal. NAME OF PERSON(S)OR ENTITY(IES) �\ r SIGNAT9RE OF NOTARY ' OPTIONAL',SECTION THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT Memorandu THE DOCUMENT SCRIBED AT RIGHT: m'o NUMBER OF PAGES DATE OF DOCUMENT ' Though the data requested here is not required by law, ! It could prevent fraudulent reattachment of this form. SIGNER(S)OTHER THAN NAMED ABOVE o1993NATIONAL NOTARY ASSOCIATION •8236 Remmet Ave.,Ave P.O Box 7184-Canoga Park,CA 91 3 8 9-71 84 • 35:662 By: HARLEY PALM SPRINGS, L.P. , a California Limited Partnership General Partner By: ADLER CANYON PROPERTIES, a California Corporation, Managi\g General Partner By: Its:� ,) Uv �iJr ,- "Participant" -3- 357662 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT • No 5907 State of County of On before me, 6WI4, X)ATE NAME,TITLE OF OFFICER-E.G.,"JANE OE,NOTARY PUdLIC' personally appeared NAME(S IGNER(S) ersonally known to me -OR---fbproved-to-me-on-the-basis-of-satisfactory-evidence to be the person as , whose namettOb is/Car6 subscribed to the within instrument and ac- ...... - - - - - - - - - - knowledged to me that he/sh:b-q/=theexecuted the same in his/her(/their authorized ELW L 3CMARIZ COMIA#905580 capaciW19SDand that by his/herjhe F) Notary NMC—callftaft -s WARSIDE COUNTYsignatureQ)on the instrument the person(j:II _I&CLorrim,Expires FEB 3.1 M IP or the entity upon behalf of which the personC�§.) acted, executed the instrument. WITNESS my hand and official seal. /SIGNAtURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT El INDIVIDUAL ❑ CORPORATE OFFICER TITLE ORTYPE OF QgCUMENT TITLE(S) L1 PARTNER(S) 1:1 LIMITED 1:1 GENERAL ril ❑ ATTORNEY-IN-FACT NUMBER OF PAGES El TRUSTEE(S) GUARDIAr�,CONSERVATOR OTH E R:, Ix/-2 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES SIGNER(S) OTHER THA Eb A60VE AM @1993 NATIONAL NOTARY ASSOCIATION-8236 Rommet Ave.,P 0 Box 7184•Canoga Park,CA 91309-7184 • 3576GZ Exhibit A LEGAL DESCRIPTION THE LAND REFERRED TO IN THIS LEGAL DESCRIPTION IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THOSE PORTIONS OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: A. THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER. B. THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER. C. THE NORTH HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER. D. THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER E. THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER. F. THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER. G. THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER. H. THE WEST HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER. I. THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER. J. THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER. K. THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER. L. THE WEST HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER. M. THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER. N. THE EAST HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER. AGR 331C 940706 C1310-00501 clm 0760981.1 0 • • 357662 0. THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER. P. THE EAST HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER. Q. THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; EXCEPT FROM THE ABOVE, ALL THE LAND INCLUDED WITHIN THE FOLLOWING DESCRIBED SUBDIVISIONS: A. TRACT 2253 , AS SHOWN BY MAP ON FILE IN BOOK 55 PAGES 13 , 14 AND 15, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. B. TRACT 2269 , AS SHOWN BY MAP ON FILE IN BOOK 42 PAGES 70, 71, 72 , 73 AND 74 , OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. C. TRACT 2366, AS SHOWN BY MAP ON FILE IN BOOK 50 PAGES 38 AND 39, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. D. TRACT 2472 , AS SHOWN BY MAP ON FILE IN BOOK 48 PAGE 15, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. E. TRACT 2539 , AS SHOWN BY MAP ON FILE IN BOOK 45 PAGE 51, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. F. TRACT 3247, AS SHOWN BY MAP ON FILE IN BOOK 55 PAGE 8 , OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. G. TRACT 3679 , AS SHOWN BY MAP ON FILE IN BOOK 58 PAGES 6 AND 7 , OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. H. TRACT 3650, AS SHOWN BY MAP ON FILE IN BOOK 57 PAGE 40, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. I . TRACT 4102 , AS SHOWN BY MAP ON FILE IN BOOK 69 PAGES 62 AND 63 , OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. J. TRACT 6109, AS SHOWN BY MAP ON FILE IN BOOK 84 PAGES 1 AND 2, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. K. TRACT 16149 , AS SHOWN BY MAP ON FILE IN BOOK 116 PAGES 3 THROUGH 8, BOTH INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. L. PARCEL MAP 11797 , AS SHOWN BY MAP ON FILE IN BOOK 55 PAGES 18 AND 19, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL THAT PORTION THEREOF LYING WITHIN SOUTH PALM CANYON DRIVE. AGR 331C 940706 C1310-00501 clm 0760981.1 0 - 2 - • 3.5'7662 PARCEL 2 : LOTS 1 THROUGH 63 , INCLUSIVE, OF TRACT 12848, AS SHOWN BY MAP ON FILE IN BOOK 124 PAGES 1, 2, 3 AND 4 , OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2A: THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SOUTHWEST QUARTER, SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING NORTHWESTERLY OF THE NORTHWESTERLY LINE OF LOTS 7 AND 8 OF TRACT 12848, AS SHOWN BY MAP ON FILE IN BOOK 124 PAGES 1, 2 , 3 AND 4 , OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SAID PROPERTY IS ALSO SHOWN ON THE MAP OF SAID TRACT 12848 AS "FLOODWAY" . PARCEL 3 : THAT PORTION OF THE SOUTHWEST QUARTER OF NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS : BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT; THENCE EAST ALONG THE NORTH LINE OF SAID TRACT, 705 FEET TO THE SOUTHEAST BANK OF PALM CANYON WASH; THENCE ALONG SAID BANK SOUTH 16 DEGREES 24 ' WEST, 728 . 5 FEET; THENCE SOUTH 38 DEGREES 21 ' WEST 805. 0 FEET TO THE SOUTHWEST CORNER OF SAID TRACT; THENCE NORTH ALONG THE WEST LINE OF SAID TRACT, 1330 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 3A: THAT PORTION OF THE NORTH HALF OF NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS: BEGINNING AT A POINT AT THE INTERSECTION OF THE NORTH LINE OF SAID SECTION 36 AND THE NORTHWEST BANK OF PALM CANYON WASH, SAID POINT BEING 628 FEET EAST OF THE NORTHWEST CORNER OF SAID SECTION; THENCE EAST ALONG THE NORTH LINE OF SAID SECTION, 833 FEET TO THE SOUTHEAST BANK OF SAID WASH; THENCE ALONG SAID SOUTHEAST BANK, SOUTH 13 DEGREES 30 ' WEST 210 FEET; THENCE SOUTH 29 DEGREES 35 ' WEST 1120 FEET; THENCE SOUTH 45 DEGREES 25 ' WEST 216. 3 FEET, TO THE SOUTH LINE OF SAID NORTH HALF OF NORTHWEST QUARTER; THENCE WEST ALONG SAID SOUTH LINE 705 . 0 FEET TO THE WEST LINE OF SAID NORTH HALF NORTHWEST QUARTER; THENCE NORTH ALONG SAID WEST LINE 666 . 0 FEET TO THE NORTHWEST BANK OF SAID WASH; AGR 331C 940706 C1310-00501 cIm 0760981.1 0 — 3 - THENCE NORTH 43 DEGREES 24 ' EAST 914 . 0 FEET ALONG SAID NORTHWEST BANK TO THE POINT OF BEGINNING, CONTAINING 30 . 2 ACRES, MORE OR LESS; EXCEPTING THEREFROM THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 36; THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 36 A DISTANCE OF 593 . 01 FEET TO THE NORTHWESTERLY CORNER OF THAT CERTAIN EASEMENT GRANTED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT BY DEED RECORDED IN BOOK 1598 PAGE 181 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND THE TRUE POINT OF BEGINNING; THENCE NORTH 49 DEGREES 34 ' 14" EAST ALONG THE NORTHWESTERLY LINE OF SAID EASEMENT 190. 76 FEET; THENCE NORTHEASTERLY IN A STRAIGHT LINE TO A POINT IN THE NORTHERLY LINE OF SAID SECTION 36 DISTANT 714 . 80 FEET EASTERLY ALONG SAID NORTHERLY LINE FROM SAID NORTHWEST CORNER OF SECTION 36, SAID LAST POINT BEING THE MOST WESTERLY CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT RECORDED APRIL 18, 1951 AS INSTRUMENT NO. 16616 IN BOOK 1263 PAGE 237 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4 : SOUTH HALF OF GOVERNMENT LOT 7 AND ALL OF GOVERNMENT LOT 12 IN SECTION 34, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF; EXCEPTING THEREFROM TRACT 10527, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 102 PAGES 43 , 44 AND 45, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4A: THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF; EXCEPTING THEREFROM TRACT 10527, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 102 PAGES 43 , 44 AND 45, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4B: THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO AGR 331C 940706 C1310-00501 cLm 0760981.1 0 - 4 - 357662 BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 4C: THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 5: THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 34 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 6: THE NORTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER; THE NORTH HALF OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER; AND THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 7 : THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL SURVEY THEREOF. PARCEL 8 : LOTS 71 THROUGH 74 AND LETTERED LOTS A,B, C, D AND E OF TRACT 16149, AS SHOWN BY MAP ON FILE IN BOOK 116 PAGES 3 THROUGH 8 , BOTH INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED JANUARY 8 , 1981 AS INSTRUMENT NOS. 3024 AND 3025 AND RECORDED MARCH 29, 1982 AS INSTRUMENT NOS . 52094 AND 52095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 9: THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY OFFICIAL GOVERNMENT SURVEY; EXCEPTING THEREFROM THE NORTHERLY 36 FEET OF THE WESTERLY 100 FEET OF SAID LAND. AGR 331C 940706 C1310-00501 clm 0760981.1 0 - 5 - 357662 PARCEL 9A: NON-EXCLUSIVE EASEMENTS FOR PUBLIC UTILITIES, ROADWAYS AND SEWER PURPOSES OVER THE FOLLOWING DESCRIBED PROPERTY: THE EAST 20 FEET OF THE NORTHWEST QUARTER, THE SOUTH 20 FEET; EXCEPT THE WESTERLY 100 FEET OF SAID SOUTH 20 FEET OF THE NORTHWEST QUARTER; THE WEST 20 FEET OF THE NORTHEAST QUARTER; THE SOUTH 20 FEET OF THE NORTHEAST QUARTER; THE WEST 20 FEET OF THE SOUTHEAST QUARTER; THE NORTH 20 FEET OF THE SOUTHEAST QUARTER; AND THE EAST 20 FEET OF THE NORTHEAST QUARTER, ALL IN THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 10: NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM THE SOUTH 38 FEET OF THE WEST 100 FEET THEREOF AS CONVEYED TO THE PALM SPRINGS WATER CO. , BY DEED RECORDED FEBRUARY 2 , 1967 AS INSTRUMENT NO. 9239 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 10A: THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 10B: THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 1OC: A NON-EXCLUSIVE EASEMENT FOR PUBLIC UTILITIES, ROADWAYS AND SEWER PURPOSES OVER THE EAST 20 FEET, AND ALSO, THE NORTH 20 FEET; EXCEPT THE WESTERLY 100 FEET OF THE NORTH 20 FEET OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. AGR 331C 940706 C1310-00501 cLm 0760981.1 0 - 6 - • 357662 PARCEL 11: LOTS 41 THROUGH 50, INCLUSIVE, AND LETTERED LOTS F AND G OF TRACT 18087, AS SHOWN BY MAP ON FILE IN BOOK 211 PAGES 81 THROUGH 89, OF MAPS, AND AS SHOWN BY AMENDED MAP ON FILE IN BOOK 216 PAGES 32 THROUGH 40, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 12 : THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 13 : THE EAST HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 34 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, AND THE WEST HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER AND SOUTH HALF OF THE SOUTHWEST QUARTER OF SECTION 34 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 13A: THE SOUTH HALF OF GOVERNMENT LOT 6 OF SECTION 34 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. S AGR 331C 940706 C1310-00501 clm 0760981.1 0 - 7 - \ c 0A OWNER PARTICIPATION AGREEMENT by and between THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS "Agency", CITY OF PALM SPRINGS "City", and CANYON DEVELOPMENT, a California General Partnership "Participant" FS2\053\014084-0022\2007298.12 05/31/94 i • TABLE OF CONTENTS I . (§100) SUBJECT OF AGREEMENT . . . . . . . . . . . 1 A. (§101) Purpose of Agreement . . . . . . . . . 1 II . (§200) DEFINITIONS . . . . . . . . . . . . . . . . . 1 A. (§201) Agency . . . . . . . . . . . . . . . . . 1 B. (§202) Agreement . . . . . . . . . . . . . . . . 1 C. (§203) Approved Master Tentative Map. . . . . . 1 D. (§204) Certificate of Completion. . . . . . . . 2 E . (§205) City . . . . . . . . . . . . . . . . . . 2 F. (§206) Commence Construction. . . . . . . . . . 2 G. (§207) Days . . . . . . . . . . . . . . . . . . . 2 H. (§208) Default . . . . . . . . . . . . . . . . . 2 I . (§209) Development Agreement . . . . . . . . . . 2 J. (§210) Effective Date . . . . . . . . . . . . . 2 K. (§211) Enforced Delay . . . . . . . . . . . . . 2 L. (§212) Financing Assistance Attachment . . . . . 2 M. (§213 ) Improvements . . . . . . . . . . . . . . 3 N. (§214) Lawsuit . . . . . . . . . . . . . . . . . 3 0. (§215) Master Covenants, Conditions and Restrictions or Master CC&Rs . . . . . . 3 P. (§216) Master Indian Lease . . . . . . . . . . . 3 Q. (§217) Master Indian Lease Property . . . . . . 3 R. (§218) Mortgage . . . . . . . . . . . . . . . . 3 S . (§219) Mortgagee . . . . . . . . . . . . . . . . 3 T. (§220) Participant . . . . . . . . . . . . . . . 3 U. (§221) Planned Development District or PDD . . . 3 V. (§222) Private Improvements . . . . . . . . . . 3 W. (§223) Project . . . . . . . . . . . . . . . . . 4 X. (§224) Public Improvements . . . . . . . . . . . 4 Y. (§225) Redevelopment Plan . . . . . . . . . . . 4 Z. (§226) Redevelopment Project Area or Project Area . . . . . . . . . . . . . . . . . . 4 AA. (§227) Related Entity . . . . . . . . . . . . . 4 AB. (§228) Residential Portion . . . . . . . . . . . 4 AC. (§229) Resort Portion . . . . . . . . . . . . . 4 AD. (§230) Schedule of Performance . . . . . . . . . 4 AE. (§231) Scope of Development . . . . . . . . . . 4 AF. (§232) Separate Development Parcel . . . . . . . 5 AG. (§233) Site . . . . . . . . . . . . . . . . 5 AH. (§234) Specific Plan . . . . . . . . . . . . . . 5 III . (§300) EFFECTIVE DATE; MASTER INDIAN LEASE . . . . . 5 A. (§301) Effective Date; Termination Date . . . . 5 B. (§302) Master Indian Lease . . . . . . . . . . . 6 IV. (§400) PARTIES TO THE AGREEMENT . . . . . . . . . . . 6 A. (§401) The Agency . . . . . . . . . . . . . . . 6 B. (§402) City. . . . . . . . . . . . . . . . . . . 6 D. (§403) Participant. . . . . . . . . . . . . . . 6 FS2\053\014084-0022\2007298.12 05/31/94 -i- C. (§404) Right to Assign . . . . . . . . . . . . . 7 V. (§500) PARTICIPANT' S REQUIRED TASKS . . . . . . . . . 11 A. (§501) Leasehold Interests . . . . . . . . . . . 11 B. (§502) Financial Assistance . . . . . . . . . . 11 C. (§503) Settlement of Lawsuit . . . . . . . . . . 11 VI . (§600) ASSEMBLY AND ACQUISITION OF THE SITE . . . . . 12 A. (§601) Representations by Participant . . . . . 12 VII . (§700) DEVELOPMENT OF THE SITE . . . . . . . . . . . 12 A. (§701) Scope of Development; Public Improvement . . . . . . . . . . . . . . . 12 B. (§702) Development Plans, Final Building Plans, Subdivision Map Act Approvals, Environ- mental Review . . . . . . . . . . . . . . 13 C. (§703) Participant Responsibilities During Construction . . . . . . . . . . . . . . 15 D. (§704) Schedule of Performance; Progress Reports . . . . . . . . . . . . . . . . . 15 E. (§705) Indemnification During Construction . . . 15 F. (§706) Bodily Injury, Property Damage and Workers' Compensation Insurance . . . . . 16 G. (§707) City and Other Governmental Agency Permits . . . . . . . . . . . . . . . . . 16 H. (§708) Applicable Laws . . . . . . . . . . . . . 17 I . (§709) Antidiscrimination During Construction 17 J. (§710) Taxes, Assessments, Encumbrances and Liens . . . . . . . . . . . . . . . . . . 17 K. (§711) Easements . . . . . . . . . . . . . . . . 17 L. (§712) Master Declaration of Covenants, Conditions and Restrictions . . . . . . . 17 M. (§713) Certificate of Completion . . . . . . . . 18 N. (§715) Estoppel Certificates . . . . . . . . . . 19 0. (§716) Mortgagee Protection . . . . . . . . . . 19 VIII . (§800) USE OF SITE . . . . . . . . . . . . . . . . . 23 A. (§801) Use of Site . . . . . . . . . . . . . . . 23 B. (§802) Obligation to Refrain from Discrimination . . . . . . . . . . . . . 23 C. (§803) Form of Nondiscrimination and Nonsegregation Clauses . . . . . . . . . 23 D. (§804) Maintenance of Improvements . . . . . . . 24 IX. (§900) DEFAULTS; REMEDIES AND TERMINATION . . . . . . 25 A. (§901) Events of Default . . . . . . . . . . . . 25 B. (§902) Remedies in the Event of Default . . . . 26 C. (§903) Suspension of Obligations of Non- Defaulting Party . . . . . . . . . . . . 26 D. (§904) Notice and Hearing . . . . . . . . . . . 26 E . (§905) Dispute Resolution . . . . . . . . . . . 27 FS2\053\014084-0022\2007298.12 05/31/94 -1 i- F. (§906) Legal Actions . . . . . . . . . . . . . . 27 G. (§907) Rights and Remedies are Cumulative Except as Otherwise Provided Herein . . . 27 H. (§908) Specific Performance . . . . . . . . . . 27 I . (§909) Limited Recourse for Corporate Officers/Directors and Shareholders and General Partners . . . . J. (§910) Rights and Duties Following Termination 29 X. (§1000) TERMINATION, RELEASE, INDEMNITY AND WAIVER 29 A. (§1001) Prior Claims . . . . . . . . . . . . . . 29 B. (§1002) Indemnity . . . . . . . . . . . . . . . . 30 XI . (§1100) GENERAL PROVISIONS . . . . . . . . . . . . . . 30 A. (§1101) Notices, Demands and Communications Between the Parties . . . . . . . . . 30 B. (§1102) Nonliability of City and Agency Officials and Employees; Conflicts of Interest; Commissions . . . . . . . . . . 31 C. (§1103) Time of Essence . . . . . . . . . . . . . 32 D. (§1104) Enforced Delays . . . . . . . . . . . . . 32 E. (§1105) Books and Records . . . . . . . . . . . . 33 F. (§1106) Assurances to Act in Good Faith . . . . . 33 G. (§1107) Interpretation . . . . . . . . . . . . . 33 H. (§1108) Entire Agreement, Waivers and Amendments . . . . . . . . . . . . . . . 33 I . (§1109) Severability . . . . . . . . . . . . . . 34 J. (§1110) Effect of Redevelopment Plan Amendment 34 K. (§1111) Attorneys Fees . . . . . . . . . . . . . . 34 L. (§1112) Execution. . . . . . . . . . . . . . . . 34 L. (§1113) Recordation of Memorandum . . . . . . . . 35 FS2\053\014084-0022\2007298.12 05/31/94 Canyon Development . Owner Participation Agr. AGREEMENT #331C R932, 6-1-94 R18408 Concur OWNER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT ( "Agreement") is entered into as of the Effective Date (as hereinafter defined) by and among THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ( "Agency" ) , the CITY OF PALM SPRINGS (the "City" ) , and CANYON DEVELOPMENT, a California General Partnership ( "Participant" ) . The Agency and Participant shall be referred to within this Agreement jointly as the "Parties" and individually as a "Party" . City is a party to this Agreement but only to the extent of the specifically identified obligations of City which are set forth herein. I . (§100) SUBJECT OF AGREEMENT. A. (§101) Purpose of Agreement. The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the Canyon Redevelopment Project Area by providing for the development of certain property situated within the Project Area (as hereinafter defined) . That portion of the Project Area to be developed pursuant to this Agreement (the "Site" ) is depicted on the "Site Map" which is attached hereto as Attachment No. lA and incorporated herein by this reference. This Agreement is entered into for the purpose of developing the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City, and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. II . (§200) DEFINITIONS . The following terms, as used in this Agreement, shall have the meanings given unless expressly provided to the contrary: A. (§201) Agency. The term "Agency" shall mean the Redevelopment Agency of the City of Palm Springs as further defined in Section 401 . B. (§202) Agreement . The term "Agreement" shall mean this entire Owner Participation Agreement, including all attachments, which are a part hereof and incorporated herein in their entirety, and all other documents incorporated herein by reference. C. (§203) Approved Master Tentative Map. "Approved Master Tentative Map" shall mean a master tentative map which has been approved by the City in accordance with the California F52\053\014094-0022\2007299.12 05/31/94 Subdivision Map Act showing a project consistent with the Specific Plan. D. (§204) Certificate of Completion. The term "Certificate of Completion" shall mean that document prepared in accordance with Section 713 of this Agreement, in the form attached as Attachment No. 5 . E. (§205) City. The term "City" shall mean the City of Palm Springs, a public body, corporate and politic, organized and existing under the laws of the State of California and having its offices at 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 . City is a party hereto only to the extent of specifically defined obligations of City which are set forth herein. F. (§206) Commence Construction. The term "commence Construction" and related phrases shall mean that Owner shall have secured all necessary permits, including but not limited to, grading and building permits and have completed grading for the building pads, and substantially constructed foundations for the structures for which such building permits were issued. G. (§207) Days. The term "days" shall mean calendar days and the statement of any time period herein shall be calendar days, and not working days, unless otherwise specified. H. (§208) Default. A "Default" refers to any material default, breach, or violation of a provision of this Agreement as defined in Article IX. I . (§209) Development Agreement. The term "Development Agreement" shall mean that certain Development Agreement between the City and Participant respecting the Project dated , 1994 and approved by City Resolution No. on January 19 , 1994 . J. (§210) Effective Date . The term "Effective Date" shall mean the date this Agreement becomes effective as set forth in Section 301 . K. ( §211) Enforced Delay. The term "Enforced Delay" shall mean any delay described in Section 1104 caused without fault and beyond the reasonable control of a party, which delay shall justify an extension of time to perform as provided in Section 1104 . L. (§212) Financing Assistance Attachment. The term "Financing Assistance Attachment" shall mean Attachment No. 4 which sets forth the obligations of the Agency and City, as applicable, respecting financial assistance to Participant with respect to the Project. F52\053\014084-0022\2007298.12 05/31/94 -2- M. (§213) Improvements. The terms "Improvements" shall mean all of the Public Improvements and Private Improvements, respectively, to be constructed on the Site in accordance with the Scope of Development. N. (§214) Lawsuit . The term "Lawsuit" shall mean the lawsuit (as summarized in Section 503) which is outstanding as of the Effective Date. O. (§215) Master Covenants . Conditions and Restrictions or Master CC&Rs . The term "Master Covenants, Conditions and Restrictions" or "Master CC&R' s" shall mean that certain Declaration of Covenants, Conditions and Restrictions running with the land, the form of which is to be created in accordance with Section 712 . The Master CC&R' s will include the restrictions and rights created in this Agreement, including, but not limited, to use restrictions, nondiscrimination requirements, rights of holders of mortgages, maintenance obligations, and similar provisions . P. (§216) Master Indian Lease. The term "Master Indian Lease" shall mean that certain Lease Agreement #PSL-1147 dated June 10, 1992 between Bureau of Indian Affairs as trustee for certain Indians commonly known as the Allottee Indians as specified in said Lease, as landlord, and Participant, as tenant, whereby Participant has a long-term leasehold interest which permits the development of the Project . Q. (§217) Master Indian Lease Property. The "Master Indian Lease Property" means the real property described on Attachment 1C. R. (§218) Mortgage. "Mortgage" means a mortgage, deed of trust, or sale and leaseback arrangement or other transaction in which all or any portion of or interest in the Site is pledged as security. S . (§219) Mortgagee. "Mortgagee" refers to the holder of a beneficial interest under a Mortgage. T. (§220) Participant. The term "Participant" shall mean Canyon Development, a California General Partnership, as further defined in Section 402 . U. (§221) Planned Development District or PDD. The "Planned Development District" or "PDD" shall mean the zoning designation of City of Palm Springs designed to provide for compatible land uses within a planned development as specifically approved by the City Council for the Project under Planned Development District No. 217A. V. (§222) Private Improvements . The term "Private Improvements" shall mean all improvements to be constructed on the FS2\053\014094-0022\2007299.12 05/31/94 -3- Site in accordance with the Scope of Development but excluding the Public Improvements . W. (§223) Project . The term "Project" shall mean all of the Improvements to be constructed by the Participant on the Site as described in the Specific Plan, the PDD, and the Development Agreement . The Project is more particularly described in the Scope of Development . X. (§224) Public Improvements . The term "Public Improvements" shall mean all on-site and off-site public improvements required to be constructed as part of the development of the Project pursuant to all applicable development requirements in the City' s Municipal Code and as otherwise provided in the Specific Plan, the PDD, the Redevelopment Plan, any final subdivision maps and the Development Agreement . Y. (§225) Redevelopment Plan. The term "Redevelopment Plan" shall mean the Redevelopment Plan for the Canyon Redevelopment Project Area approved and adopted by Ordinance No. 1388 of the City Council of the City (the "Redevelopment Plan" ) are incorporated herein by this reference. Z. (§226) Redevelopment Project Area or Project Area. The term "Redevelopment Project Area" or "Project Area" shall mean as of the Effective Date the Canyon Redevelopment Project Area, which is located in the City of Palm Springs, California. The exact boundaries of the Redevelopment Project Area are specifically described in the Redevelopment Plan. AA. (§227) Related Entity. The term "Related Entity" shall mean any person, entity or group of persons or entities acting in concert having more than twenty-five percent (250) of the ownership and/or control of Participant . AB. (§228) Residential Portion. The term "Residential Portion" shall mean that portion of the Project to be developed as a residential development as contemplated by the Scope of Development . AC. (§229) Resort Portion. The term "Resort Portion" shall mean that portion of the Project to be developed as a destination resort with related amenities including a luxury hotel, spa and golf course, as described in the Scope of Development . The Resort Portion may consist of one or more Separate Development Parcels . AD. (§230) Schedule of Performance. The term "Schedule of Performance" shall mean that certain Schedule of Performance attached hereto as Attachment No. 2 . AE. (5231) Scope of Development . The term "Scope of Development" shall mean Attachment No. 3 hereto which summarizes FS2\053\014084-0022\2007298.12 05/31/94 -4- the scope of the development obligations of Participant with respect to the Site . AF. (§232) Separate Development Parcel . The term "Separate Development Parcel" shall mean each individual legal parcel created pursuant to the subdivision process as contemplated by this Agreement as contemplated in the Scope of Development and as approved by the City as part of the planned development district process . AG. (§233) Site. The term "Site" shall mean that portion of the Project Area so designated on the Site Map (Attachment No. 1A) and described in the "Legal Description" which is attached hereto as Attachment No. 1B, all of which is owned or leased by Participant as of the Effective Date which shall also include, as of the date acquired by Participant, any additional real property within the Project Area which becomes a portion of the Project . The Agency agrees that should Participant acquire any additional property within the Project Area, if Participant develops the property in accordance with the provisions of the Specific Plan, then Participant shall be entitled to receive financial assistance provided hereunder in the development of the Public Improvements for such property subject to the terms and conditions hereof. AH. (§234) Specific Plan. The "Specific Plan" shall mean the Canyon Park Resort & Spa Specific Plan Amendment No. 1 adopted by City Council on January 19 , 1994 , as amended from time to time. ATTACHMENT SUMMARY Attachment No. lA Site Map Attachment No. 1B Legal Description Attachment No. 1C Master Indian Lease Property Attachment No. 2 Schedule of Performance Attachment No. 3 Scope of Development Attachment No. 4 Financing Assistance Attachment Attachment No. 5 Certificate of Completion Attachment No. 6 Form of Estoppel Certificate Attachment No. 7 Memorandum of Owner Participation Agreement III . (§300) EFFECTIVE DATE; MASTER INDIAN LEASE. A. (§301) Effective Date; Termination Date. This Agreement shall become effective upon Agency' s and City' s approval hereof . This Agreement shall terminate upon the first to occur of : (i) the termination of the Redevelopment Plan; or (ii) termination set forth in Article IX of this Agreement . Notwithstanding the foregoing, certain financial provisions of this Agreement may extend beyond the term of the Redevelopment Plan as provided in Section 10 of the Financing Assistance Attachment . FS2\053\014084-0022\2007298.12 05/31/94 -5- B. (§302) Master Indian Lease. 1 . Representation and Warranty. Participant represents and warrants to City that the Master Indian Lease does not contain any provision which would prevent Participant from complying with all obligations of Participant under this Agreement . 2 . Effect of Termination of Master Indian Lease . Upon the termination of the Master Indian Lease for any reason, this Agreement shall automatically terminate with respect to any Separate Development Parcel for which a Certificate of Completion has not yet been issued. This provision shall be of no force or effect and shall be deemed automatically terminated from this Agreement after the issuance of a Certificate of Completion with respect to the hotel and golf course. IV. (§400) PARTIES TO THE AGREEMENT. A. (§401) The Agency. The term "Agency" shall mean THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, having its offices at 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 . The term "Agency" as used herein also includes any assignee of, or successor to, the rights, powers, and responsibilities of the Redevelopment Agency of the City of Palm Springs; provided, however, no assignment by the Agency shall operate to release the Agency from liability for performance of the Agency' s obligations hereunder, and the Agency shall remain jointly and severally liable with all such assignees to perform the Agency' s obligations hereunder. B. (§402) City. The term "City" shall mean THE CITY OF PALM SPRINGS, a public body, corporate and politic, having its offices at 3200 East Tahquitz Canyon Way, Palm Springs, California 92263 . The term "City" as used herein also includes any assignee of, or successor to, the rights, powers, and responsibilities of the City of Palm Springs; provided, however, no assignment by the City shall operate to release the City from liability for performance of the City' s obligations hereunder, and the Agency shall remain jointly and severally liable with all such assignees to perform the City' s obligations hereunder. D. (§403) Participant . 1 . Identification_ The term "Participant" shall mean CANYON DEVELOPMENT, a California General Partnership, comprised of Adler Canyon Properties, a California Corporation and Harley Palm Springs , L. P. , a California Limited Partnership. The principal officers and shareholders of Adler Canyon Properties are Brian Adler and Joseph Solomon. The general partners of Harley Palm Springs are: (1) HARLEY TIDAL USA, LTD. , a California corporation, and (2) IBS Development Corporation, a California corporation. Adler Canyon Properties is the managing general partner of Participant and has full power and authority to execute all F52\053\014084-0022\2007298.12 05/31/94 -6- documents on behalf of the Participant . Participant' s address for purposes of this Agreement is 2850 South Palm Canyon Drive, Palm Springs, California 92264 . 2 . Representations . Participant has represented to the Agency that the officers and partners of the respective general partners of Participant have the experience and qualifications necessary to perform as developers of the Project pursuant to this Agreement . By executing this Agreement, each person signing on behalf of the Participant warrants and represents to the Agency that the Participant is qualified to do business in good standing in the State of California, has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Participant have been obtained, and that the person or persons executing this Agreement on behalf of the Participant has been fully authorized to do so. Except as may be expressly provided below, all of the terms, covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of, Participant and the permitted successors, assigns and nominees of Participant as to each Separate Development Parcel . The term "Participant" includes any legally permissible assignee or successor to the rights, powers, and responsibilities of Canyon Development hereunder, in accordance this Agreement . 3 . Qualifications . Subject to the provisions of Section 403 , the qualifications and identity of Participant are of par- ticular concern to the Agency, and it is because of such qualifications and identity that Agency has entered into this Agreement with Participant . The Agency has considered the experience, financial capability, and product being marketed by Participant, the Site location and characteristics, the public costs of acquiring and developing the Site and return on investment . C. (§404) Right to Assign. 1. General . Prior to termination of this restriction as set forth in Section 403 (5) below, neither Party shall Assign or Transfer its interests, rights or obligations under this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. The terms "Assignment" and "Transfer" as used in this Agreement shall include successors-in-interest to the Agency that may be created by operation of law. Notwithstanding the foregoing, Agency shall have the right to sell, assign or transfer its interest in any real property dedicated or transferred to Agency pursuant to the terms of this Agreement or to another public agency without restriction. F52\053\014084-0022\2007298.12 05/31/94 -7- Participant shall not Transfer this Agreement or any of Participant' s rights hereunder, or any interest in the Site or in the improvements thereon, directly or indirectly, voluntarily or by operation of law, except as provided below, without the prior written approval of Agency, which approval shall not be unreasonably withheld. In considering whether it will grant approval to any transfer by Participant, which Transfer requires Agency approval, Agency shall consider factors such as (i) whether the completion of the Project is delayed or jeopardized; (ii) the financial strength and capability of the proposed transferee (or its principals if such principals have personal liability hereunder) to perform the required obligations hereunder; and (iii) the proposed transferee' s (or principals) experience and expertise in the planning, financing, development, ownership, and operation of major real estate projects . As used in this section, the term "Transfer" shall include the transfer to any person or group of persons acting in concert of (i) more than ninety percent (900) of the present equity ownership, and/or (ii) more than fifty percent (500) of the voting control of Participant (jointly and severally referred to herein as the "Trigger Percentages") , taking all transfers into account on a cumulative basis, except "Transfer" does not include transfers of such ownership or control interest between members of the same immediate family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries are limited to members of the transferor' s immediate family. It is expressly agreed that so long as the current three (3) principals of Participant retain in the aggregate at least ten percent (100) equity ownership in Participant, the criterion of (i) in the sentence above is satisfied. A Transfer of interests (on a cumulative basis) in the equity ownership and/or voting control of Participant in amounts less than Trigger Percentages shall not constitute a "Transfer" subject to the restrictions set forth herein. In the event Participant or any general partner comprising Participant or its successor is a partnership, corporation or trust, "Transfer" shall refer to the transfer in excess of the Trigger Percentages of (i) in the case of a corporation, the issued and outstanding capital stock, (ii) in the case of a trust , of the beneficial interests of such trust, or (iii) in the case of a limited or general partnership, interests in the profits and losses, of the equity ownership or voting control of Participant, in all cases taking all transfers into account on a cumulative basis . In addition, no attempted assignment of any of Participant' s obligations hereunder shall be effective unless and until the successor party executes and delivers to Agency an assumption agreement in a form approved by the Agency assuming such obligations . No consent or approval by Agency FS2\053\014084-0022\2007298.12 05/31/94 -8- of any transfer requiring Agency' s approval shall constitute a further waiver of the provision of this Section 403 and furthermore, except as otherwise provided in subparagraph 404 (3) below to the contrary, Agency' s consent to a transfer shall not be deemed to release Participant of liability for performance under this Agreement unless such release is specific and in writing executed by Agency. Such release shall not unreasonably be withheld. If the Agency does not consent to a requested assignment within forty-five (45) days after Participant' s written request for same made in accordance with this Agreement, or deny consent and provide a written notice explaining the basis for such decision within forty-five (45) days after Participant' s written request for consent made in accordance with this Agreement to the assignment, then such request shall be deemed approved. The foregoing prohibition shall not apply to any of the following: (i) Any mortgage, deed of trust, sale/lease-back, or other form of conveyance for financing as authorized in Section 716 (2) below and any resulting foreclosure therefrom or by deed in lieu of foreclosure and any subsequent transfers following foreclosure or a deed in lieu of foreclosure. (ii) The granting of easements or dedications to any appropriate governmental agency or utility or permits to facilitate the development of the Site. (iii) A sale or transfer resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation. (iv) A sale or transfer between members of the same immediate family, or transfers to a trust, testamentary or otherwise, in which the beneficiaries consist solely of immediate family members of the trustor or transfers to a corporation or partnership in which the immediate family members or shareholders of the transferor have a controlling interest in both the equity and voting rights with respect to said entity. (v) A change in the respective percentage ownership interests exclusively of the general partners comprising Participant (as of the Effective Date) , but this shall not authorize the transfer of any interest to any person FS2\053\014084-0022\2007298.12 05/31/94 -9 - or entity who is not a general partner comprising Participant as of the Effective Date. (vi) A sale of a portion of the Residential Portion of the Site subject to any approved final subdivision map to any person or entity (which is not an affiliate of the Participant) for construction or occupancy of a residence or residences in accordance with the terms of this Agreement, provided that all such sales shall not exceed fifty percent (50s) of the residential units proposed to be developed on the Site on a cumulative basis until construction of the hotel has been commenced in accordance with the Scope of Development and Schedule of Performance . In the event that any such sale would on a cumulative basis exceed such fifty percent (500) of the total residential units proposed to be developed in the Site, then the lots in excess of such fifty percent (500) limit shall not be transferred and any transfer in excess of the specified fifty percent (50°s) limit shall be a breach of this Agreement. Any request by Participant for Agency and City' s consent for transfers in excess of this fifty percent (500) limit shall be within the sole and absolute discretion of the Agency and City. (vii) The leasing of any part or parts of a building or structure for occupancy in the normal course of owning and operating the Project. (viii) A change in voting control among the three principals of Participant so long as one of the principals exisitng as of the Effective Date maintains voting control over Participant . 2 . Subject to Terms of Agreement. Following any such assignment or transfer of any of the rights and interests of Participant under this Agreement, in accordance with Section 403 (1) above, the exercise, use and enjoyment shall continue to be subject to the terms of this Agreement to the same extent as if the assignee or transferee were Participant . 3 . Release of Participant . Upon the written consent of the Agency to the complete assignment of this Agreement and the express written assumption of the assigned obligations of Participant under this Agreement by the assignee, Participant shall be relieved of its legal duty to perform the assigned obligations under this Agreement, except to the extent Participant is in default under the terms of this Agreement prior to said transfer. 4 . No Approval of Terms of Loan by Agency. Notwithstanding anything to the contrary set forth herein with regard to the approval by Agency of hypothecation, encumbrances or mortgages, Agency shall only have the right to FS2\053\014084-0022\2007298.12 05/31/94 -1 0- disapprove the identity of Participant' s lender if Agency can demonstrate from its own sources of information by a preponderance of the evidence that either such proposed lender does not have the financial strength which to fully finance the applicable portion of the Project, or alternatively, such proposed lender has close connections with persons convicted (by consent or otherwise) of crimes constituting felonies . 5 . Restrictions After Completion. The restrictions of this Section 403 shall terminate upon issuance by the Agency of a Certificate of Completion as to the applicable Separate Development Parcel, provided, however, that the transferee shall take title subject to the Master CC&Rs described in Section 712 . 6 . Reimbursement for Agency Costs . Participant shall compensate Agency for its reasonable expenses (not including personal or overhead expenses but including attorney' s fees) incurred in investigating a proposed transferee' s qualifications as a permitted transferee hereunder. V. (§500) PARTICIPANT' S REOUIRED TASKS . Each of the following tasks must be completed in accordance with the Schedule of Performance or as specified hereinbelow: A. (§501) Leasehold Interests . As of the Effective Date, Participant has executed the Master Indian Lease for portions of the Site . The Agency is not entitled to review or approve the Master Indian Lease and, therefore, shall not in any way be construed as making any representations or warranties that the Master Indian Lease is sufficient and consistent with this Agreement in order to ensure the ability of the Participant to develop the Project, including its ability to obtain financing (including utilizing public bond financing) and to sell the Private Improvements . The Site will be redesigned in accordance with subdivision maps as contemplated herein. It is understood that the Indian owners/landlords under the Master Indian Lease will need to enter into non-disturbance and attornment agreements with the hotel and golf operators as to their respective agreements . B. (§502) Financial Assistance. City and Agency shall provide Participant with the financial assistance set forth in the Financial Assistance Attachment (Attachment No. 4) . C. (§503) Settlement of Lawsuit . Within the times specified in the Schedule of Performance (Attachment No. 3) , the Participant shall exercise reasonable diligence to settle or resolve the following lawsuit outstanding as of the Effective Date hereof ( "Lawsuit', ) : FS2\053\014084-0022\2007298.12 05/31/94 JEREMY CROCKER, INDIVIDUALLY AND AS CO-TRUSTEE OF THE FRANCIS F. AND ROSALIE W. CROCKER TRUST v. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS : AND ALL PERSONS INTERESTED etc. , et al . Riverside County Superior Court, Case No. 65118 , Alain Salmea, the President of Steptall, Inc. , has filed an answer as an interested person in this case. Copies of applicable court documents including a filed dismissal executed by all parties to the Lawsuit evidencing the final disposition of the Lawsuit shall be delivered by Participant to Agency as evidence of satisfaction of this requirement . Participant specifically understands and agrees that the settlement of the Lawsuit in accordance with the foregoing requirements is a condition precedent to the Agency' s obligation to provide financial assistance as set forth in the Financial Assistance Attachment (Attachment No. 4) . VI . (§600) ASSEMBLY AND ACQUISITION OF THE SITE. A. (§601) Representations by Participant. Participant has represented to Agency that Participant has acquired either fee simple interest or long-term leasehold interests in the entire Site. Participant represents and warrants to Agency that it qualifies as an "owner participant" within the meaning of the Redevelopment Plan and the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq. ) . VII . (§700) DEVELOPMENT OF THE SITE. A. (§701) Scope of Development ; Public Improvement. 1 . Scope of Development . The Site shall be developed by Participant as provided in the Scope of Development, the Site Plan, the Specific Plan, the Master CC&R' s, the PDD, and the plans and permits approved by Agency and City pursuant to Section 702 . Participant specifically covenants and agrees that: (i) The hotel shall be the finest quality hotel in the City as of the Effective Date. (ii) The golf course shall be the finest quality golf course in the City as of the Effective Date . 2 . Public Improvements . Those Public Improvements, if any, required by the City to be constructed as part of the Project, shall be constructed by Participant. By executing this Agreement, City shall be deemed to have given its consent pursuant to Health and Safety Code Section 33421. 1 and to have found that the Agency' s FS2\053\014084-0022\2007298.12 05/31/94 -12- • possession respecting such Public Improvements is necessary to effectuate the purposes of the Redevelopment Plan. Any off-site improvements not set forth as Agency Obligations in the Scope of Development (Attachment No. 3) shall be the responsibility of Participant . B. (§702) Development Plans , Final Building Plans , Subdivision Map Act Approvals, Environmental Review. 1 . Proposed Development' s Consistency With Plans and Codes . Agency warrants and represents that the City' s General Plan, Zoning Ordinance, and Redevelopment Plan permit Participant' s proposed development, and construction, operation, and use of the Site as provided in this Agreement, including without limitation the Scope of Development, subject only to those development approv- als yet to be obtained; provided that it is expressly understood by the Parties hereto that Agency makes no representations or war- ranties with respect to approvals required by any other governmental entity or with respect to approvals hereinafter required from City and Agency, Agency and City reserving full police power authority over the Project . Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to such items nor a guarantee that such approvals or permits will be issued within any particular time or with or without any particular conditions . 2 . Evolution of Development Plan. The Agency has approved the Participant' s Specific Plan which constitutes Participant' s Basic Concept Drawings . On or before the date set forth in the Schedule of Performance, Participant shall submit to the City preliminary, and thereafter final drawings and specifications for development of the Site and each Separate Development Parcel thereof in accordance with the Scope of Development, and all in accordance with the City' s requirements . The term preliminary and final drawings shall be deemed to include site plans, building plans and elevations, grading plans, if applicable, landscaping plans, parking plans, material pallets, a description of structural, mechanical, and electrical systems, and all other plans, drawings and specifications . Final drawings will be in sufficient detail to obtain a building permit . Said plans, drawings and specifications shall be consistent with the Scope of Development and the various development approvals referenced hereinabove, except as such items may be amended by City and by mutual consent of Agency and Participant . Plans, (concept, preliminary and construction) shall be progressively more detailed and will be approved if a logical evolution of plans, drawings or specifications previously approved. Plans in sufficient detail to obtain all discretionary land use approvals, including for planned development district, and other actions requiring Planning Commission and City Council approval shall be submitted and processed. After approval by the Planning Commission and City Council, final drawings and specifications for construction of the improvements may be submitted and processed separately for each FS2\053\014084-0022\2007298.12 05/31/94 -1 3- Separate Development Parcel, and building permits may be issued separately for each Separate Development Parcel . With respect to the development approvals required in this Subsection 2 of Section 702 , approvals made by City will be accepted and automatically deemed approved by the Agency and Agency will not impose different requirements . 3 . Participant Best Efforts to Obtain Approvals. Participant shall exercise its best efforts to timely submit all documents and information necessary to obtain all development and building approvals from the City and Agency, as applicable, in a timely manner. Not by way of limitation of the foregoing, in developing and constructing the Project, Participant shall comply with all applicable development standards in City' s Municipal Code and shall comply with all building code, zoning, landscaping, signage, and parking requirements, except as otherwise provided by the Specific Plan, the PDD and the Development Agreement . 4 . Agency and City Assistance. Subject to Participant' s compliance with (i) the applicable City and Agency development standards for the Site, and (ii) all applicable laws and regulations governing such matters as public hearings, planned development district review, City and Agency agree to provide reasonable assistance to Participant, at no cost to either, in the expeditious processing of Participant' s submittals required under this Section in order that Participant can obtain a final action on such matters by each respective governmental entity within the time set forth in the Schedule of Performance. City or Agency' s failure to provide necessary approvals or permits within such time periods, after and despite Participant' s reasonable efforts to submit the documents and information necessary to obtain the same, shall constitute an Enforced Delay. 5 . Disapproval . The Agency and City shall approve or disapprove any submittal made by Participant pursuant to this Section within thirty (30) days after such submittal . All submittals made by Participant will note the thirty (30) day time limit, and specifically reference this Agreement and this section. Any disapproval shall state in writing the reason for the disapproval and the changes which the applicable governmental entity requests be made . Participant shall make the required changes and revisions and resubmit for approval as soon as is reasonably practicable but no more than thirty (30) days after the date of disapproval . Thereafter, Agency and/or City shall have an additional thirty (30) days for review of the resubmittal . The foregoing time periods may be shortened if so specified in the Schedule of Performance. As used in this Section 702 , "approved by Agency" shall mean approved by the Executive Director, except if otherwise specified in this Agreement. The disapproval by the Executive Director may be appealed by the Participant to the Agency Board by delivering written notice with reasonable detail to the Chairperson of the FS2\053\014084-0022\2007298.12 05/31/94 -14- Agency Board within fifteen (15) days of said disapproval . As used in this Section 702 , "approved by City" shall mean approved by the City Manager, except as otherwise specified in this Agreement. The disapproval by the City Manager may be appealed by the Participant to the City Council by delivering written notice with reasonable detail to the Manager within fifteen (15) days of said disapproval . Notwithstanding the foregoing, the Executive Director or City Manager may directly refer matters to the legislative body without rendering a decision thereon, in which case the decision by the legislative body shall be final with respect to the administrative process of the City and Agency, as applicable . C. (§703) Participant Responsibilities During Construc- tion. The cost of constructing all the improvements required to be constructed for the Project shall be borne by Participant, except for any work expressly set forth in this Agreement to be performed by the Agency or others and except for the financial assistance to be provided as set forth in the Financial Assistance Attachment (Attachment 4) . Subject to applicable provisions of the Development Agreement, all construction shall comply with the Municipal Code of the City. D. (§704) Schedule of Performance: Progress Reports . Participant shall begin and complete all plans, reviews, con- struction and development specified in the Scope of Development for each Separate Development Parcel within the times specified in the Schedule of Performance or such reasonable extensions of said dates as may be mutually approved in writing by the Parties . Once construction is commenced, it shall be diligently pursued to completion, and shall not be suspended for more than thirty (30) consecutive days, except when due to an Enforced Delay. Partici- pant shall keep the Agency informed of the progress of construction and submit to the Agency written reports of the progress of the construction once per quarter and in a form reasonably satisfactory to the Agency. E. (§705) Indemnification During Construction. During the periods of construction on the Site and until such time as the Agency has issued a Certificate of Completion with respect to the construction of the improvements thereon, the Participant agrees to and shall indemnify and hold the Agency and the City harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be directly or indirectly caused by any acts done thereon or any errors or omissions of the Participant or its agents, servants, employees, or contractors . Notwithstanding the foregoing, the Participant shall not be responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of the Agency or the City, or their respective agents, servants, employees, or FS2\053\014084-0022\2007298.12 05/31/94 _15- contractors . The Agency and City shall not be responsible for any acts, errors, or omissions of any person or entity except the .Agency and the City and their respective agents, servants, employees, or contractors, subject to any and all statutory and other exemptions and immunities . F. (§706) Bodily Injury, Property Damage and Workers' Compensation Insurance. Prior to the commencement of any construction on any portion of the Site required to be performed by Participant hereunder, including without limitation any site preparation work on or adjacent to the Site such as soil and engineering tests and grading, Participant shall furnish or cause to be furnished to Agency and City appropriate certificates of commercial general liability insurance policies in the combined single limit a specified below naming Agency and the City as addi- tional insureds, and containing a provision that such insurance shall not be cancelled or terminated without a minimum of thirty (30) days' prior written notice to Agency and City. The amount of said policy limit shall be a minimum of ONE MILLION DOLLARS ($1, 000 , 000 . 00) but said amount shall be increased, at the request of the City, from time to time to be equal to that amount which, at the time such work by Participant is being commenced giving rise to the policy, is routinely required by the City with respect to the same type of public improvement projects being constructed by the City, provided that such additional insurance can be obtained at commercially reasonable rates . Such insurance shall be primary insurance and not contributory with any insurance which may be maintained by Agency or the City, and shall be issued by an insurance company which is rated "B+1' or better by Best' s Rating System. Participant shall also, upon request of Agency, furnish or cause to be furnished to Agency evidence reasonably satisfactory to it that any contractor with whom Participant has contracted for the performance of any work for which Participant is responsible hereunder carries workers' compensation insurance as required by law. The obligations set forth in this Section shall remain in effect only during such periods of time that construction work is in progress and prior to the time Participant is entitled to a Certificate of Completion. G. (§707) City and Other Governmental Agency Permits . Before commencement of construction or development of any buildings, structures, or other works of improvement upon any Separate Development Parcel thereof which are Participant' s responsibility under the Scope of Development, Participant shall at its own expense secure or cause to be secured any and all permits which may be required by City or any other governmental agency affected by such construction, development or work. The Participant shall not be obligated to commence construction if any such permit is not issued despite good faith effort by Participant . If there is delay beyond the usual time for obtaining any such permits due to no fault of Participant, the Schedule of Performance shall be extended to the extent such delay prevents any action which could not legally or would not in accordance with good FS2\053\014084-0022\2007298.12 05/31/94 -1 6- business practices be expected to occur before such permit was obtained. Participant shall pay all fees and charges applicable to such permits and any fees or charges hereafter imposed by City or Agency in accordance with the provisions of the Development Agreement . H. (§708) Applicable Laws . Participant shall carry out the construction of the improvements to be constructed by Participant in conformity with all applicable laws, including all applicable federal and state labor laws. I . (§709) Antidiscrimination During Construction. Participant, for itself and its successors and assigns, agrees that in the construction of the improvements to be constructed by Participant, it shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin. J. (§710) Taxes , Assessments , Encumbrances and Liens . Participant shall pay, when due, all real estate taxes and assessments assessed or levied subsequent to conveyance of title. Participant shall bond, remove or have removed any levy or attachment made on any Separate Development Parcel, or assure the satisfaction thereof prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit Participant from contesting the validity or amounts of any tax, assessment, encumbrance or lien, nor to limit the remedies available to Participant in respect thereto. K. (§711) Easements . Participant shall grant to Agency and City all necessary and appropriate easements for development of public improvements consistent with the approved Project plans, including, but not limited to, streets, rights of vehicular access, sidewalks, sewers, storm drains, and water improvements . L. (§712) Master Declaration of Covenants , Conditions and Restrictions. Within the time specified in the Schedule of Performance, Participant will submit a proposed Master Declaration of Covenants, Conditions and Restrictions to be recorded against the Project to Agency for its review and approval which approval shall not be unreasonably withheld ( "Master CC&R' s" ) . The purpose of the Master CC&R' s will be to define the restrictions applicable (i) to the golf course and hotel areas since the maintenance of the golf course in first class condition will impact all the other Separate Development Parcels, (ii) applicable protective covenants to protect the integrity and value in the Residential Portion, and (iii) applicable use restrictions, non-discrimination requirements, maintenance obligations, and similar provisions . It is understood that such Master CC&Rs may not be binding upon Master Indian Lease Property if the Master Indian Lease ever terminates, and Participant makes no representations or warranties respecting same. FS2\053\014084-0022\2007298.12 05/31/94 -1 7- M. (§713) Certificate of Completion. Upon Participant' s completion of construction of improvements as set forth hereinbelow, together with any improvements off of such parcel required to provide ingress and egress, parking, and other planning requirements, Agency shall furnish Participant with a Certificate of Completion upon written request therefor by Participant : (i) Upon Participant' s satisfactory completion of construction of the golf course portion of the Resort Portion, a Resort Portion-Golf Course Certificate of Completion upon written request therefor by Participant; (ii) Upon Participant' s satisfactory completion of construction of the hotel and spa portion of the Resort Portion, a Resort Portion-Hotel and Spa Certificate of Completion upon written request therefor by Participant; (iii) Upon Participant' s satisfactory completion of construction of any applicable phase of Residential Portion in accordance with the phasing schedule, a Phase-Residential Portion Certificate of Completion upon written request therefor by Participant; and (iv) Upon satisfactory contemplation of any residence in the Residential Portion that is separately constructed by an owner-builder (excluding Participant) , a Residence Certificate of Completion, upon written request therefore by said owner- builder. No Certificate of Completion shall be issued unless and until the Master CC&R' s (as defined in Section 712) have been recorded against the Project . Upon Participant' s satisfactory completion of the entire Project, Agency shall furnish Participant with a Final Certificate of Completion for the entire Project upon written request by Participant . Each Certificate of Completion shall be in a form so as to permit recordation in the Office of the Recorder of the County of Riverside. A Certificate of Completion shall be, and shall so state a conclusive determination that completion of the construction required by this Agreement with respect to the applicable portion of the Project is in full compliance with the terms of this Agreement relating to commencement and completion of the construction therein. After the date Participant is entitled to issuance of a Certificate of Completion, and notwithstanding any -other provisions of this Agreement to the contrary, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the property covered by said Certificate of Completion shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement for which such Certificate of Completion is issued, except that such party shall be bound by the covenants regarding use and maintenance contained in the Master CC&R' s . Agency shall not FS2\053\014084-0022\2007298.12 05/31/94 -1 8- unreasonably withhold any Certificate of Completion. If Agency refuses or fails to furnish a Certificate of Completion after written request from Participant, Agency shall, within fifteen (15) days after such written request, provide Participant with a written statement of the reasons Agency refused or failed to furnish the Certificate of Completion. The statement shall also contain Agency' s opinion of the action Participant must take to obtain the Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, Agency will issue the Certificate of Completion upon the posting of a cash deposit an irrevocable letter of credit (in form acceptable to Agency) by Participant with Agency in an amount representing the fair value of the work not yet completed or other security satisfactory to Agency. If Agency shall have failed to provide such written statement within said fifteen (15) day period, Participant shall be deemed entitled to the Certificate of Completion. After issuance of a Certificate of Completion with respect to a Separate Development Parcel, failure of Participant to complete any such improvements on such Separate Development Parcel shall not be a reason for Agency or City, as applicable, to deny the financial assistance as provided in the Financing Assistance Attachment . A Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093 . N. (§715) Estoppel Certificates . Either Party (or a lender under Section 716) may at any time deliver written Notice to the other Party requesting an estoppel certificate (the "Estoppel Certificate" ) substantially in the same form as Attachment No. 7 . A Party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting Party within twenty (20) days after receipt of the request . The Executive Director may sign Estoppel Certificates on behalf of the Agency. An Estoppel Certificate may be relied on by assignees and Mortgagees . 0. (§716) Mortgagee Protection. 1 . Definitions . As used in this Section, the term "Mortgage" shall include any mortgage, whether a leasehold mortgage or otherwise, deed of trust, or other security interest, or sale and leaseback, or any other form of conveyance for financing. The term "Mortgagee" shall include the holder of any such mortgage, deed of trust, or other security interest, or the lessor under a lease-back, or the grantee under any other conveyance for financing. 2 . No Encumbrances Except Mortgages to Finance the Project . Notwithstanding the restrictions on transfer in Section 403 , mortgages required for any reasonable method of financing of the land acquisition and construction of the improvements and take- FS2\053\014084-0022\2007298.12 05/31/94 -1 9- • 0 out financing are permitted but only for the purpose of securing loans of funds used or to be used for financing the acquisition of a separate lot (s) or parcel (s) , for the construction of improvements thereon, in payment of interest and other financing costs, and for any other expenditures necessary and appropriate to develop the Project under this Agreement, or for restructuring or refinancing any for same. The Participant (or any entity permitted to acquire title under this Agreement) shall notify the Agency in advance of any future Mortgage or any extensions or modifications thereof . Any Mortgagee which has so notified the Agency shall not be bound by any amendment, implementation, or modification to this Agreement without such Mortgagee giving its prior written consent thereto. In any event, the Participant shall promptly notify the Agency of any Mortgage that has been created or attached thereto prior to completion of construction, whether by voluntary act of the Participant or otherwise. 3 . Participant' s Breach Not Defeat Mortgage Lien. Participant' s breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render void the lien of any Mortgage made in good faith and for value but unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the Mortgagee whose interest is acquired by foreclosure, trustee' s sale or otherwise. 4 . Holder Not Obligated to Construct or Complete Improvements . The Mortgagee shall in no way be obligated by the provisions of this Agreement to construct or complete the improve- ments or to guarantee such construction or completion. Nothing in this Agreement shall be deemed or construed to permit or authorize any such Mortgagee to devote the Project or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement . 5 . Notice of Default to Mortgagee. Deed of Trust or Other Security Interest Holders . Whenever Agency shall deliver any notice or demand to Participant with respect to any breach or default by Participant hereunder, Agency shall at the same time deliver a copy of such notice or demand to each holder of record of any Mortgage who has previously made a written request to Agency therefor, or to the representative of such Mortgagee as may be identified in such a written request by the Mortgagee. No notice of default shall be effective as to the Mortgagee unless such notice is given. 6 . Right to Cure. Each Mortgagee (insofar as the rights of Agency are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the notice, and one hundred eighty (180) days after Participant' s cure rights have expired, whichever is later, to: F52\053W14084-0022\2007298.12 05/31/94 -2 0- (a) Obtain possession, if necessary, and to commence and diligently pursue said cure until the same is completed, and (b) Add the cost of said cure to the security interest debt and the lien or obligation on its security interest; provided that in the case of a default which cannot with diligence be remedied or cured within such cure periods referenced above in this Section 717 (6) , such holder shall have additional time as reasonably necessary to remedy or cure such default . In the event there is more than one such Mortgagee, the right to cure or remedy a breach or default of Participant under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Participant under this Section. If such Mortgagee succeeds to title to any portion of the Site, whether by foreclosure or deed in lieu of foreclosure, then Agency shall recognize such Mortgagee as the Participant' s successor-in-interest and further recognize that such Mortgagee as Participant hereunder, provided such Mortgagee assumes in writing the obligations of Participant hereunder applicable to the portion of the Project upon which such foreclosure occurred. The form of such assumption shall be subject to the reasonable approval of the Agency. The dates for performance of Participant' s obligations set forth in the Schedule of Performance shall be tolled a reasonable time to allow such successor to obtain possession of the Site (or such portion thereof) . No Mortgagee assuming such obligations shall be liable for breach of any obligation under this Agreement which occurs prior to such Mortgagee' s acquisition of fee title to the applicable portion of the Site or which occurs after such Mortgagee transfers all of its fee title in the Site or such portion thereof so acquired to any other individual or entity provided, however, that Agency shall have all rights and remedies specified herein with respect to any such breaches . 7 . Agency' s Right to Acquire Mortgage. In any case where (a) one hundred eighty (180) days after notice has been delivered to Mortgagee under Section 717 (6) above that an Event of Default has occurred under this Agreement by Participant, and (b) the Mortgagee (s) creating a lien or encumbrance upon the Project or portion thereof does not qualify under any of the following criteria: (i) have legal possession of the Project and the full unfettered legal right to undertake construction activities on the Project and are undertaking diligent construction activities on the Project, (ii) are engaged in food faith work-out negotiations with Participant, (iii) are diligently pursuing their legal remedies to acquire legal possession of the Project, or (d) are party or parties, as applicable, to any legal proceedings with Participant F82\053\014084-0022\2007298.12 05/31/94 -2 1- relative to the subject loan giving rise to the lien or encumbrance on the Project or portion thereof, then in such event the Agency may (at its sole election) , after sixty (60) days written notice to all such Mortgagees, purchase the respective Mortgage (s) upon payment to the Mortgagee (s) in cash of an amount equal to what such Mortgagee (s) would be entitled to be paid at a foreclosure sale and UCC sale under the terms of its Mortgage (including related loan documents) to Participant. If such Mortgage (s) involve a shared appreciation element, then the calculation of the amounts to which such Mortgagee (s) would be entitled will include the shared appreciation elements based upon criteria described in the applicable loan documents . 8 . Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default . In the Event of Default under this Agreement by Participant (or entity permitted to acquire title under this Section) prior to issuance of a Certificate of Completion for a Separate Development Parcel or portions thereof covered by such Mortgage and expiration of the statutory or contractual periods to cure or reinstate the loan, Agency may, at its election, cure the default under such Mortgage and in the case of (a) a non-judicial foreclosure of a deed of trust, where in a notice of sale has been posted and published in accordance Civil Code §2924 (f) (or any successor provision) , and the sale has not been stayed by legal proceedings, (b) a judicial foreclosure of a deed of trust wherein a notice of sale has been posted by the levying officer in accordance with the Code of Civil Procedure §701 . 540 (b) (or any successor statute) and the sale has not been stayed by legal proceedings, or (c) a mechanics lien, wherein the court has ordered the Project or any portion thereof sold to satisfy the court' s judgment in favor of the lien claimant, and upon a prior five (5) business days written notice by personal delivery or facsimile service upon all Mortgagees having Mortgages on the affected portion of the Project of the Agency' s intent to cure the default and record a lien against the Project, or applicable portions thereof, Agency may, at its sole election, cure the default prior to completion of such foreclosure sale. In such event, Agency shall be entitled to reimbursement from Participant of all reasonable costs and expenses incurred by Agency in curing the default, together with the legal rate of interest thereon and legal costs and attorneys' fees . Upon Agency advancing sufficient funds to cure the default, a lien shall arise in favor of Agency, which shall be evidenced by Agency recording against those portions of the Project which receive the benefit of such expenditures a notice of lien to secure Agency' s right of reimbursement hereunder. Nothing herein shall be deemed to impose upon Agency any affirmative obligations (by payment of money, construction, or otherwise) with respect to the Project in the event of Agency' s enforcement of its recorded lien. 9 . Cooperation with Mortgagees . The Agency and City agree to make reasonable changes and modifications to this Agreement as may be reasonably required by an institutional lender FS2\053\014084-0022\2007298.12 05/31/94 -2 2- in connection with Participant' s obtaining of financing of the Project, provided such changes do not materially alter the agreement of the Parties . Agency and City, as applicable, shall negotiate in good faith their differences with the proposed lender. The provisions hereof that are material to the Agency and City include §§302, 403 , 500, 700 (except 716) , 800, the Schedule of Performance, the Scope of Development and the Financing Assistance Attachment but it is expressly understood that the terms of §716 (except this subsection 9) are expressly deemed not material for purposes of this Subsection 9 . VIII . (§800) USE OF SITE. A. (§801) Use of Site. Participant covenants and agrees for itself and its successors and assigns to its interest in the Site that during construction and for a period until the expiration date of the Redevelopment Plan, Participant shall not devote the Site to uses inconsistent with the approved Project plans, the PDD, this Agreement, and the Master CC&R' s, except with the prior written consent of the Agency. During such time period, the permitted uses of the improvements to be constructed on the Site shall further be limited to the uses contemplated in the Specific Plan. B. (§802) Obligation to Refrain from Discrimination. Participant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of sex, race, color, creed, marital status, religion, handicap, national origin, or ancestry in the enjoyment of the Site, nor shall Participant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Site or any portion thereof . The foregoing covenants shall run with the land and shall remain in effect in perpetuity. C. (§803 ) Form of Nondiscrimination and Nonsegregation Clauses . Participant shall refrain from restricting the rental, sale, or lease of any portion of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry, or national origin of any person. All such deeds, leases or contracts of sale, lease or transfer shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses : 1 . In deeds : "The grantee herein covenants by and for himself, his heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital FS2\053\014084-0022\2007298.12 05/31/94 -2 3- status, ancestry, or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee himself, or any persons claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees , subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " 2 . In leases : "The lessee herein covenants by and for himself, his heirs, executors, administrators, and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions : "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased. " 3 . In contracts of sale, lease or transfer: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of land, nor shall the transferee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants , sublessees or vendees of land. " D. (§804) Maintenance of Improvements . Participant covenants and agrees for itself, its successors and assigns, and every successor in interest to the Site or any Separate Development Parcel, that, after Agency' s issuance of its Certificate of Completion the fee owner (or lessee of an Indian Lease) of any Separate Development Parcel shall maintain all improvements that may from time to time exist on the applicable Separate Development Parcel , including without limitation buildings, parking lots, lighting, signs, and walls, in first-class condition and repair, and shall keep the applicable Separate Development Parcel free from any accumulation of debris or waste materials. The fee owner (or lessee of an Indian Lease) of any Separate Development Parcel shall also maintain all landscaping required pursuant to any approved landscaping plan in a healthy condition, including replacement of any dead or diseased plants with plants of the original size. The foregoing maintenance obligations shall run with the land in accordance with and for the term of the Master CC&R' s. FS2\053\014084-0022\2007298.12 05/31/94 -2 4- Participant' s or the successor owner' s further obligations to maintain each Separate Development Parcel Site and Agency' s remedies in the event of Participant' s default in performing such obligations are set forth in the Master CC&R' s . Notwithstanding the foregoing, an owner of a Separate Development Parcel shall be liable for such maintenance only during such owner' s period of ownership of said Separate Development Parcel and upon transfer of said Separate Development Parcel, said former owner shall not be liable for breaches of such maintenance obligations with respect to said transferred property occurring after the date of the transfer of said Separate Development Parcel, and the Mater CC&Rs shall so provide as well . IX. (§900) DEFAULTS ; REMEDIES AND TERMINATION. A. (§901) Events of Default. A Party (the "Defaulting Party" ) shall be deemed to be in default hereunder if such Defaulting Party fails to perform any material obligations hereunder when such performance is due (as such due date may be extended by the written agreement of the Parties or by the operation of the provisions of Section 1104 hereof) and the expiration of ninety (90) days' written notice from the other Party (the "Non-Defaulting Party" ) (or thirty (30) days' written notice in the case of a default that requires one Party to pay money to the other Party (a "monetary default" ) ) without the Defaulting Party curing such nonperformance prior to the expiration of such period; provided, however, if a non-monetary default cannot be cured within such ninety (90) day period, then such failure shall not constitute an Event of Default if, and so long as, the non- performing Party does each of the following: (a) Notifies the Non-Defaulting Party in writing with a reasonable explanation as to the reasons the alleged default is not curable within the ninety (90) day period; (b) Notifies the Non-Defaulting Party of the Defaulting Party' s proposed course of action to cure the default; (c) Promptly commences to cure the default within the ninety (90) day period; (d) Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and (e) Diligently prosecutes such cure to completion; then such failure shall not constitute an Event of Default, and such non-performing Party shall not be deemed in breach of this Agreement . Notwithstanding the foregoing, the Defaulting Party shall be deemed in default under this Agreement if said breach or failure involves the payment of money but the Defaulting Party has failed to completely cure said monetary default within thirty (30) FS2\053\014084�0022\2007298.12 05/31/94 -2 rJ- 0 days (or such lesser time as may be specifically provided in this Agreement) after the date of such notice . B. (9902) Remedies in the Event of Default . In the event of the occurrence of any Event of Default by Participant, in particular if (i) Master Indian Lease is terminated prior to the issuance of a Certificate of Completion for the hotel and golf course in accordance with Section 302 above, (ii) Participant fails to commence construction of portions of the Project within the time periods specified in the Schedule of Performance, or (iii) Participant fails to perform any other material obligation described herein then, the Agency and the City shall be entitled, following the hearing described in Section 903 hereof, in addition to other remedies available hereunder, to elect to impose the Contribution Limitation as set forth in Section 3 . f . (iii) of the Financing Assistance Attachment (Attachment No. 4) . Notwith- standing the foregoing, no Event of Default shall operate to terminate any rights accrued under the Financing Assistance Attachment and such shall remain in full force and effect to the extent provided therein. In the event Agency or City fails to provide the financial assistance described in the Financing Assistance Attachment (Attachment No. 4) or to perform any other obligation of the Agency or City, as the case may be, then Participant shall be entitled to undertake an action in Riverside County Superior Court seeking such remedies as it deems appropriate. C. (§903) Suspension of Obligations of Non-Defaulting Party. After the occurrence of a default under Section 901 above, the obligations of the Non-Defaulting Party under this Agreement shall be suspended during the cure period under Section 901 but shall be reinstated upon completion of such cure within the specified parameters . D. (§904) Notice and Hearing. Prior to electing the remedies under Section 902 above respecting the financial assistance obligations after an Event of Default due to the alleged breach of the Participant which has not been timely cured under Section 901, the Agency and the City shall provide Participant with a noticed hearing before the Agency and the City. Participant shall be given at least fifteen (15) days' prior written notice of such hearing and the reasons therefor. At the hearing, Participant must present its response to the grounds for termination and its reasons as to why the Participant' s right to financial assistance relating to future assistance should not be terminated. The Agency and the City may consider any and all evidence presented at the hearing whether specified in the original notice or not . The Agency and the City shall render its decision as to whether such financial assistance shall be terminated within thirty (30) days after the close of such hearing. Such decision shall set forth in writing the findings supporting the Agency' s and the City' s decision, and such decision may be appealed by Participant to the Riverside County Superior Court . FS2\053\014084-D022\2007298.12 05/31/94 -2 6- E. (§905) Dispute Resolution. The Participant and the Agency and the City may collectively elect, in the exercise of their respective sole discretion, to consent to arbitration (binding or nonbinding) as a means of resolving disputes or questions of interpretation of this Agreement at the time such dispute arises . If the Parties elect to arbitrate an issue, then they shall at that time establish the rules, procedures, and supervising organization for such arbitration. F. (§906) Legal Actions. 1 . Institution of Legal Actions . Any legal actions must be instituted in the Superior Court of the County of Riverside, State of California, the United States District Court for the Central District, or in any other appropriate court in that county. 2 . Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement . 3 . Acceptance of Service of Process . In the event that any legal action is commenced by Participant against Agency, service of process on Agency shall be made by personal service upon the Executive Director or Secretary of the Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by Participant against the City, service of process on the City shall be made by personal service upon the City Manager or Mayor, or in such other manner as may be provided by law. In the event that any legal action is commenced by Agency against Participant, service of process on Participant shall be made by personal service upon an officer of Participant or in such other manner as may be provided by law. G. (§907) Rights and Remedies are Cumulative Except as Otherwise Provided Herein. Except as otherwise expressly stated in this Agreement (including, but not limited to, Sections 902 and 908) , the rights and remedies of the Parties are cumulative, and the exercise of any Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by another Party. H. (§908) Specific Performance. The Parties agree that the benefits for which they have bargained hereunder can only be realized through performance of the obligations of this Agreement. Accordingly, the remedy of damages may not adequately compensate the Parties hereunder and the Parties agree to the remedy of specific performance. Therefore, if any Party (including City) defaults hereunder by failing to perform any of its obligations herein, each Party (including City) agrees that, in addition to amu FS2\053\014084-0022\2007298.12 05/31/94 -2 7- other remedy available at law or equity, the other shall be entitled to the judicial remedy of specific performance, and each such Party agrees (subject to its reserved right to contest whether in fact a default does exist) not to challenge or contest the appropriateness of such remedy. In this regard, the Participant specifically acknowledges that the Agency and the City are entering into this Agreement for the purpose of assisting in the redevelopment of the Site and not for the purpose of enabling the Participant to speculate with land. Notwithstanding the foregoing, in addition to the remedy of specific performance, the Parties reserve their rights to institute proceedings for damages to the extent not in conflict with the provisions of this Agreement and as otherwise allowed by law. Notwithstanding anything herein to the contrary, (i) only City shall be liable for damages or specific performance for breach of the obligations of City hereunder, and (ii) only Agency shall be liable for damages or specific performance for breach of any of the obligations of Agency hereunder. In other words, City shall not be liable for breaches by Agency of Agency' s obligations hereunder, and Agency shall not be liable for breaches by City of City' s obligations hereunder. Notwithstanding the foregoing, the Parties will be obligated to pay sums which may become due under the respective indemnity provisions set forth in this Agreement. I. (§909) Limited Recourse for Corporate Officers/ Directors and Shareholders and General Partners . 1 . The City and the Agency agree that any shareholders, directors or officers of a corporation which is a partner in the Participant shall not have personal liability for the obligations of the Participant hereunder, although the corporation shall be fully liable hereunder. The City and the Agency further agree that any individual partners of a partnership which is a partner in the Participant shall not have personal liability for the obligations of the Participant, except to the extent of said partner' s interest in Participant . 2 . To this end, notwithstanding anything provided in this Agreement to the contrary, in the event of any liability by the Participant to the Agency or the City hereunder, the sole recourse of the Agency and the City, or either of them, shall be against the assets of Participant and no partner of the Participant and no shareholder, officer, director, partner or partner of a partner of Participant ( "Interested Individual" ) may be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction over the partnership or in the event of a verified complaint alleging that fraud may have been committed by that Interested Individual) . No service of process may be made against any Interested Individual (except as may be necessary to secure jurisdiction over the partnership) . No Interested Individual shall be required as an individual to answer or otherwise plead to any service of process except in the case of F52\053\014084-0022\2007298.12 05/31/94 -2 8- fraud. No judgment may be taken against any Interested Individual except in the case of fraud. Any judgment taken against any Interested Individual except as set forth herein may be vacated and set aside at any time after the fact . No writ of execution may be levied against the personal assets of any Interested Individual except as necessary to secure the assets of the Participant and unless such levy is the result of a judgment in fraud. The obligations of the Participant hereunder do not constitute personal obligations of any Interested Individual, and neither the Agency nor the City shall seek recourse except in the case of fraud against any Interested Individual, or any of the personal assets of an Interested Individual, for satisfaction of any liability in respect of this Agreement . No judgment may be taken against any Interested Individual except upon the court' s finding of fraud having been committed by that Interested Individual . Notwithstanding the foregoing, a particular Interested Individual shall have personal liability for one hundred percent (1000) of the costs and damages arising from fraud in which said Interested Individual participated as so determined by a Court. An Interested Individual that did not participate in any such fraud shall not be liable for the costs and damages arising therefrom. These provisions are enforceable by both the Participant and any Interested Individual . J. (§910) Rights and Duties Following Termination. Upon the termination of this Agreement, whether by reason of the breach of a Party or the expiration of the term hereof, no Party shall have any further right or obligation hereunder, except that the following obligations shall always and unconditionally survive such termination or expiration: (i) any obligations to have been performed prior to said termination or with respect to any default in the performance of the provisions of this Agreement which have occurred prior to said termination, (ii) the provisions hereof to provide for reimbursement of tax increment or transient occupancy taxes, or any long-term bond financing which has been issued, shall remain in effect to the extent provided in said issue, or the Agency' s other obligations under the Financial Assistance Attachment (Attachment No. 4) , and (iii) the indemnity obligations as set forth in Article X shall survive. X. (§1000) TERMINATION. RELEASE , INDEMNITY AND WAIVER. A. (§1001) Prior Claims . By entering into this Agreement, Participant shall be deemed to waive any claims against the Agency and/or City existing as of the Effective Date ( "Prior Claims" ) . If Participant files any lawsuits based on such prior Claims, Agency shall have the right, in its sole discretion, to terminate this Agreement and shall have no further obligation to perform any of its obligations hereunder, including, but not limited to, any financing obligations under the Financing Assistance Attachment . FS2\053\014084-0022\2007298.12 05/31/94 -2 9- B. (§1002) Indemnitv. Participant agrees to indemnify and hold harmless the City and Agency against all liabilities, claims, actions, proceedings, damages and expenses in any fashion (including but not limited to attorneys' fees) respecting the following: (i) Claims opposing the adoption of this Agreement either independently or in conjunction with the operation and implementation of the Specific Plan and/or Redevelopment Plan, including but not limited to proceedings to void, attack, annul , or set aside this Agreement on any basis; (ii) The Lawsuit; and (iii) Claims filed challenging any development approval granted the Project or otherwise challenging the Project or any aspect thereof . The City and Agency will promptly notify the Participant of any such claim, action or proceeding, and will cooperate fully in the defense of that action. The City and Agency shall, however, have the sole discretion as to whether and in what manner to settle any such litigation; provided, however, if City and Agency settle any such matter without the Participant' s approval, Participant' s obligations of indemnification hereunder respecting said matters shall be deemed terminated as to that particular matter. Notwithstanding anything provided herein to the contrary, the Participant shall not have any obligation or liability whatsoever to indemnify, defend or hold harmless the City or Agency on account of any claim, liability, cost, actions, proceeding, damages or expenses of any fashion arising out of, or related to, any claim made or asserted respecting inverse condemnation, eminent domain, taking or partial taking (or damages therefrom) relating to the Project Area. If a complaint is filed alleging multiple causes of action some of which Participant is obligated to indemnify Agency and City against and some for which it is not, then the Parties shall meet and agree as to a reasonable basis for allocating the costs for the defense thereof consistent with the respective indemnity obligations set forth herein. XI . (§1100) GENERAL PROVISIONS . A. (§1101) Notices , Demands and Communications Between the Parties . Except as expressly provided to the contrary herein, any notice, consent, report, demand, document or other such item to be given, delivered, furnished or received hereunder shall be deemed given, delivered, furnished, and received when given in writing and personally delivered to an authorized agent of the applicable party, or upon delivery by the United States Postal Service, first- MW53\014084-0022\2007298.12 05/31/94 -3 0- class registered or certified mail, postage prepaid, return receipt requested, or by a national "overnight courier" such as Federal Express, at the time of delivery shown upon such receipt; in either case, delivered to the address, addresses and persons as each party may from time to time by written notice designate to the other and who initially are: If to Participant: Canyon Development 2850 South Palm Canyon Drive Palm Springs, CA 92264 A copy to: Richards, Watson & Gershon 333 South Hope Street 38th Floor Los Angeles, CA 90071 Attn: Greg Stepanicich, Esq. If to Agency: Palm Springs Redevelopment Agency 3200 East Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Executive Director A copy to: Rutan & Tucker Post Office Box 1950 Costa Mesa, CA 92628-1950 Attn: David J. Aleshire, Esq. Anne Nelson Lanphar, Esq. B. (§1102) Nonliability of City and Agency Officials and Employees; Conflicts of Interest ; Commissions . 1 . Personal Liability. No member, official, employee, agent or contractor of City or Agency shall be personally liable to Participant in the event of any default or breach by Agency and/or City or for any amount which may become due to Participant or on any obligations under the terms of the Agreement; provided, it is understood that nothing in this Section 1102 is intended to limit Agency' s liability. 2 . Conflicts of Interest . No member, official, or employee of Agency and/or City shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official , or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. 3 . Commissions . Neither the Agency nor the Participant has retained any broker or finder or has paid or given, and will FS2\053\014084-0022\2007298 12 05/31/94 -3 1- not pay or give, any third person any money or other consideration for obtaining this Agreement . Neither party shall be liable for any real estate commissions, brokerage fees or finders' fees which may arise from this Agreement, and each party agrees to hold the other harmless from any claim by any broker, agent, or finder retained by such party. 4 . City. Participant understands and agrees that City is responsible in this Agreement solely for the specific obligations identified herein as those of the City and not for any obligations of Agency. 5 . Agency. Participant understands and agrees that Agency is responsible in this Agreement solely for the specific obligations identified herein as those of the Agency and not for any obligations of City. C. (§1103) Time of Essence. Time is of the essence in the performance of this Agreement . D. (§1104) Enforced Delays . The time within which Participant or the Agency shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, severe rains, fires, casualties, natural disasters, Acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, archaeological finds, governmental restrictions on priority, unreasonable delays by governmental agencies (including the Bureau of Indian Affairs) to issue approvals, initiative or referendum, moratoria, unusually severe weather, or any other similar causes beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any such cause ( "Enforced Delay" ) shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if written notice by the party claiming such extension is sent to the other party within thirty (30) days of knowledge of the commencement of the cause. An Enforced Delay applicable to only a specific Separate Development Parcel shall not extend the time of performance for obligation to other Separate Development Parcels . The following shall not be considered as events or causes beyond the control of Participant, and shall not entitle Participant to an extension of time to perform: (i) Participant' s failure to obtain financing for the Project, and (ii) Participant' s failure to negotiate agreements with prospective users for the Project or the alleged absence of favorable market conditions for such uses . Times of performance under this Agreement may also be extended by mutual written agreement by Agency and Participant . The Executive Director of Agency shall have the authority on behalf FS2\053\014084-0022\2007298.12 05/31/94 -3 2- of Agency to approve extensions of time not to exceed a cumulative total of two hundred seventy (270) days with respect to the development of the Site. E. (§1105) Books and Records . 1 . Participant to Keep Records . Participant shall prepare and maintain all books, records and reports necessary to substantiate Participant' s compliance with the terms of this Agreement or reasonably required by the Agency. Any information revealed to the Agency shall be kept strictly confidential to the fullest extent permitted by the Public Records Act or similar legislation. 2 . Right to Inspect . Either party shall have the right, upon not less than seventy-two (72) hours notice, at all reasonable times, to inspect the books and records of the other Party pertaining to the Site as pertinent to the purposes of this Agreement . F. (§1106) Assurances to Act in Good Faith. Agency and Participant agree to execute all documents and instruments and to take all action, including deposit of funds in addition to such funds as may be specifically provided for herein, and as may be required in order to consummate conveyance and development of the Site as herein contemplated, and shall use their best efforts, to accomplish the closing and subsequent development of the Site in accordance with the provisions hereof. Each Party shall diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their respective approval . G. (§1107) Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any Party by reason of the authorship of this Agreement or any other rule of construc- tion which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement . This Agreement includes all attachments attached hereto, which are by this reference incorporated in this Agreement in their entirety. This Agreement also includes the Redevelopment Plan and any other documents incorporated herein by reference, as though fully set forth herein. H. (§1108) Entire Agreement . Waivers and Amendments . This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and this Agreement supersedes all negotiations and previous agreements between the Parties with respect to all or any part of the subject matter hereof . No other agreements, statements or promises made by another Party hereto which is not contained herein shall be binding or valid. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of Agency, City or Participant, as applicable, and all FS2\053\014084-0022\2007298.12 05/31/94 -3 3- amendments hereto must be in writing and signed by the appropriate authorities of Agency, City and Participant . I . (§1109) Severability. In the event any term, covenant, condition, provision or agreement contained herein is held to be invalid, void or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any term, covenant, condition, provision or agreement contained herein. J. (§1110) Effect of Redevelopment Plan Amendment . Pursuant to the provisions of the Redevelopment Plan for modification or amendment thereof, Agency agrees that no further amendment to the Redevelopment Plan shall be made or become effective as to the Site without the prior written consent of Participant . K. (§1111) Attorneys Fees . Participant shall timely pay the Agency' s reasonable attorneys' fees and costs incurred in the negotiation of this Agreement as mutually agreed to by the Parties . L. (§1112) Execution. 1 . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument . 2 . Agency represents and warrants that : (i) it is a Redevelopment Agency duly organized and existing under the laws of the State of California; (ii) by proper action of Agency, Agency has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; (iii) the entering into this Agreement by Agency does not violate any provision of any other agreement to which Agency is a party; and (iv) Agency has the requisite power and authority to consummate the transactions contemplated by this Agreement . 3 . City represents and warrants that: (i) it is a Redevelopment City duly organized and existing under the laws of the State of California; (ii) by proper action of City, City has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; (iii) the entering into this Agreement by City does not violate any provision of any other agreement to which City is a party; and (iv) City has the requisite power and authority to consummate the transactions contemplated by this Agreement . 4 . Participant represents and warrants that : (i) it is duly organized and existing under the laws of the State of California; (ii) by proper action of Participant, Participant has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers; and (iii) the entering F52\053\014094-0022\2007299.12 05/31/94 -3 4- • • into this Agreement by Participant does not violate any provision of any other agreement to which Participant is a party. L. (§1113) Recordation of Memorandum. This Agreement shall not be recorded, but a short form memorandum in the form of Attachment 7 shall be executed and acknowledged by the Parties and thereafter recorded against the Site by Agency. THE SIGNATURES OF THE PARTIES HERETO SHALL SIGNIFY THAT THE PARTIES ACCEPTANCE OF THE TERMS HERETO. REDEV51,Q OF THE CITY OF PA SPRINGS 1 By: Execu ive Direct r "Agency" ATTEST: e etary BY THE COMMUNITY REDEV, APPRORUTANV&D AS TO TUCKER FORM: 5 �Cy BYRES. ?qo. 0 Ateorne�,f or the Redevelopment Agency of the City of Palm Springs CIT 0 M SPR T By: City anager "City" -ATTEST: /CiZ'y Clerk APPROVED BY THE CITY COUNCIL APPROVED AS TO FO BY RES. NO. j�c/C, r David J(__#.leshire "� City Attorney FS2\053\014084-0022\2007298.12 05/31/94 -3 5- CALIFORNIA ALL-PURPOSE41CKNOWLEDGMENT No.5997 ,, J State of ! ?r' County of ty-e.�'Z - i "t On ;� before me, 6�z'141A&,) ^" DATE NAME,TITLE OF OFFICER-E G,"JANE DOE,NOTARY PUBLIC" -' a _ personally appeared � � ��� Y/L/� i� '44Z oh o NA7 OF SIONER(S) personally known to me - AR---D-proved-to-m'e-on--the-basis-of-satisfactory-evidence to be the person whose named isAare� subscribed to the within instrument and ac- knowledged to me that he/sh the nxecuted the same in his/her6hre-i authorized J . capacity�s� and that by his/her their '° EIAINEL.SCHW�gq signature4§Pon the instrument the persons%,, or the entity upon behalf of which the COMM.#90%M Not Pt"IC—CCIlfomia RNERSIDE CCUNN gym,^anm.ExplresC-Eaa.t995 person((gpacted, executed the instrument. WITNESS my hand and official seal. SIGNA RE OF NOTARY i1 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT p.� ❑ INDIVIDUAL r u+ ,''u ❑ CORPORATE OFFICER --�' TITLE OR TYPE'OF DOCUMEPff TITLE(S) ❑ PARTNER(S) ❑ LIMITED " ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR OTHER: >V . DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)9Fi ENTITY(IES) .// - �• " ^i .r r%/ Fv.�c'p^ d°_ 3Xs�c�' SIGNERS)OTHER T N NAMED ABOVE ©1993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-71 B4 • CANYON DEVELOPMENT, a California General Partnership By: ADLER CANYON PROPERTIES, a California Corporation, Manas�ing Ge�n^eral Partner By: `f_ �J '— Its: P 9 � �P"--k _ By: HARLEY PALM SPRINGS, L.P. , a California Limited Partnership General Partner By: ADLER CANYON PROPERTIES, a California Corporation, B�na� g Gener� Partner Its .I -36- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Na 5193 r California T OPTIONAL' State of E , CAPACITY CLAIMED BY SIGNER County of Los Angeles Though statute does not require the Notary to pj fill in the data below, doing so may prove i?7 Invaluable to persons relying on the document. ,•',� �1 On Tn l w R, 1 994 before me,Paulette Schleimer, Notary Public DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC" ❑ INDIVIDUAL CORPORATE OFFICER(S) personally appeared Joseph Solomon vice-President NAME(S)OF SIGNER(S) -. °7 TITLE(S) ❑personally known to me-OR -❑ proved to me on the basis of satisfactory evidence ❑ PARTNER(S) ❑ LIMITED to be the person(s) whose name(s) is/are [:] GENERAL subscribed to the within instrument and ac- ❑ATTORNEY-IN-FACT knowledged to me that he/she/they executed ❑TRUSTEE(S) i h h hi i the same n his/her/their authorized ❑ GUARDIAN/CONSERVATOR '' capacity(ies), and that by his/her/their �',f f✓'�"� OFFICIAL 9�41. ❑ OTHER:o ,I PAULETTE signature(s) on the instrument the person(s), Notary Publc C: -.1;1 or the entity upon behalf of which the eos AN eLr_s person(s) acted, executed the instrument. ,,I -\• My Comms:icn 6;ol:e. f July 29, 1994 SIGNER IS REPRESENTING: WITNESS my hand and official seal. NAME OF PERSON(S)OR ENTITY(IES) I 1 -� !°aGNATURE OF NOTARY OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT owner Participation Agreement ) THE DOCUMENT DESCRIBED AT RIGHT: ! r+S NUMBER OF PAGES DATE OF DOCUMENT Though the data requesled here is not required by law, it could prevent fraudulent reattachment of this form SIGNER(S)OTHER THAN NAMED ABOVE ,C1993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P O Box 7184 Canoga Park,CA 91309 7184 r1 .4i cn X"A r LL Y CSr, W tk tk r •FA iLM CANYkil't UK"Ce. i F la p L 14 > J: z > < PALM z. 0 L-J < EDO AVE...:. 'At r4�' u I L 81. kX, AHJ T �Z R, '.V I r oal 'LL Lip 41 Ku �l 2"i-U4 � 2:A2P�l lGJt i11db17;1> KL IA.A ✓u 'II uKLI:. CAI. :41 a 1Vl.JJGG�J J.IJ l.l'lIY'IMY LGV. r. J. U1V �VJ III'11 GI J4 lYYiJ ATTACHMENT NO. 1B • 883571^M -LEGAL 'DESCRIPTION OF OWNER'S PROPERTY nl;• THE LAND REFERRED TO IN THIS GUARANTEE IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, AND IS DESCRIBED AS FOLLOWS: PARCEL I- THOSE PORTIO14S OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: A. THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER. S. THE NORTHWEST' QUARTER OF THE NORTHEAST 'QUARTER. C. THE NORTH HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER. i D. THE NORTH HALF OF THEISOUTHEAST QUARTER OF THE NORTHWEST QUARTER r• E. THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER. F. THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER. G. THE NORTHWEST QUARTER 'OF THE SOUTHWEST QUARTER. 11. ,THE WEST HALF OF THE NORTHEAST QUARTER OF. THE SOUTHWEST QUARTER. I . THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER. 3. THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, X. THE -SOUTRWEST QUARTER- OF THE NORTHEAST QUARTER. L. THE WEST HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER. M. THE SOUTH , HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER. N. THE EAST HALF OF THE NORTHEAST QUARTER OF TH9 SOUTHWEST QUARTER. h� in _ -crb 1.i 31'al Ir�1Jd!'�l.L nl— K L I A IIIhLK, lAI. N 1 1VIJJGCVIIJ l.l-II yJI LIY LLV. F J. UJV 1-uJ Ilrll LI JY 1Y•VV 88 3 5 7 1-14 0. THE NORTHEAST QUARTER OLD THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER. P. THE EAST HALF OF THE 'SOUTHEAST QUARTER OF THE NORTHEAST QUARTER. Q. THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; EXCEPT FROM THE ABOVE, ALL THE LAND INCLUDED WITHIN THE FOLLOWING DESCRIBED SUBDIVISIONS ! A. mRACT 2253 , AS SHOWN BY MAP ON FILE IN BODK 55 PAGES 13, 14 AND' 15, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. B. TRACT 2269'1, AS SHOWN BY MAP ON FILE IN BOOK 42 PAGES 70, 71, 72, 73 AND 741, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. C. TRACT 2366', AS SHOWN BY 'MAP ON FILE IN BOOK 50 PAGES 38 AND 39, OF MAPS, RECORDS OF .R`IVERSIDE COUNTY, CALIFORNIA. I D. TRACT 2472, AS SHOWN 'RY MAP ON FILE IN BOOK 48 PAGE 15, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. E. TRACT 2539, AS SHOWN BY MAP ON FILE IN BOOK 45 PAGE 51, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. F. .TRACT 3247,, AS SHOWN BY MAP ON FILE IN BOOK 55 PAGE 8, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. G. .TRACT 3679, AS SHOWN 'BY MAP ON FILE IN BOOK 58 PAGES 6 AND 7, OFIl4APS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. H. 1TRACT 3650:, AS SHOWN BY MAP ON FILE IN BOOK 57 PAGE 40, OF MAPS, RECORDS' OF RIVERSIDE COUNTY, CALIFORNIA. I . ;TRACT 410211 AS SHOWN BY .MAP ON FILE IN BOOK 69 PAGES 62 AND 63; OF MAPS, RECORDS OF :RIVERSIDE COUNTY, CALIFORNIA. 3. 11TRACT 6109, AS SHOWN BY MAP ON FILE IN BOOK 84 PAGES 1 AND 2, OF :MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. K. TRACT 1610, AS SHOWN BY MAP ON FILE IN BOOK 116 PAGES 3 THROUGH 8 , BOTH INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, L. PARCEL MAP 11797, AS SHOWN BY MAP ON FILE IN BOOK 55 PAGES 18 ANp 19, OF PARCEL RAPS, ,RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL THAT PORTION THEREOF LYING WITHIN I'•l1 b -_l-at _ }SI'\I lU LJ:S'YUIta^ KI IAA A Ill.hl.lt. l\1. . If U 1VIJJG LI"J11J l.l'11 Y'IMY JL V. I J• VJV ILIJ Iltl GI JY 1Y. 11 683571—M SOUTH PALM CANYON DRIVE. PAIYCEL 2 : LOTS 1 THROUGH 63, INCLthlIVE, OF TRACT 12848, AS SHOWN BY MAP ON FILE IN BOOK 124 PAGES k.r 2, 3 AND 4, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2A: THAT PORTION' OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SOUTHWEST QUARTER, SECTION 35 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING NORTHWESTERLY OF THE NORTHWESTERLY LINE Or^ LOTS 7 AND 8 OF TRACT 12848, AS SHOWN BY MAP ON FILE IN BOOK 124 PAGES 1, 21 3 AND 4 , OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SAID PROPERTY IS ALSO SHOWN ON THE MAP OF SAID TRACT 12848 AS "FLD4DWAY". PARCEL 3 : THAT PORTION OF THE SOUTHWEST QUARTER OF NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS : BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT; THENCE EAST ALONG THE NORTH LINE OF SAID TRACT, 705 FEET TO THE SOUTHEAST BANK OF PALM CANYON WASH; THENCE ALONG SAID BANK SOUTH 16 DEGREES 24 ' WEST, 728. 5 FEET; THENCE SOUTH 38 DEGREES 21 ' WEST 805. 0 FEET TO THE SOUTHWEST CORNER OF SAID TRACT; THENCE NORTH ALONG THE WEST LINE OF SAID TRACT, • 1330 FEET, MORE OR LESS, TO THE POI-ill OF BEGINNING . PARCEL 3As THAT PORTION OF THE NORTH HALF OF NORTHWEST QUARTER OF SECTION 36', TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS:.' BEGINNING AT A POINT AT 'THE INTERSECTION OF THE NORTH LINE OF SAID SECTION 36 AND THE 'NORTHWEST BANK OF PALM CANYON WASH, SAID POINT BEING 628 FEET EAST OF THE NORTHWEST CORNER OF SAID SECTION) THENCE EAST ALONG THE NORTH LINE OF SAID SECTION, 833 FEET TO THE SOUTHEAST BANK OF SAID WASH; THENCE ALONG SAID SOUTHEAST BANK, SOUTH 13 DEGREES 30' WEST 210 FEET; THENCE SOUTH 29 DEGREES 35 ' WEST 1120 FEET; THENCE SOUTH 45 DEGREES 25 ' WEST 216. 3 FEET, TO THE SOUTH LINE OF SAID NORTa HALF OF NORTHWEST QUARTER; klA bl 5--2I-U-1 _ d-D1'II 1WUd2i01 U- KI_ IAv ILChLK, ��i. . k li 1 V 1.]JGGV�IJ l.l"IIVIMY LLV. f J. V7V r[lV 11111 GI .]Y lY•YC: 883571—M THENCE WEST ALONG SAID SOUTH LINE 705 ,0 FEET TO THE WEST LINE OF SAID NORTH HALF NORTHWEST QUARTER; THENCE NORTH ALONG SAID WEST LINE 666 .0 FEET TO THE NORTHWEST BANK OF SAID WASH; THENCE NORTH 43 DEGREES 24.; EAST 914. 0 FEET ALONG SAID NORTHWEST BANK. TO THE POIllt OF BEGINNING, CONTAINING 30. 2 ACRES, MORE OR, LESSI EXCEPTING THEREFROM THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE HND MERIDIANr LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 36; THENCE SOUTH ALONG THE WEST LINE OF SAID SECTION 36 A DISTANCE OF 593. 01 FEET TO THE NORTHWESTERLY CORNER OF THAT CERTAIN EASEMENT GRANTED TO THE RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION 61STRICT BY DEED RECORDED IN BOOK 1598 PAGE 181 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,� CA 'LIFORNIA, AND THE TRUE POINT OF BEGINNING; THENCE NORTH 49 DEGREES 34 ' 14" EAST ALONG THE NORTHWESTERLY LINE OF SAID AASEMENT 190.76 FEET; THENCE NORTHEASTERLY IN A STRAIGHT LINE TO A POINT IN THE NORTHERLY LINE OF SAID SECTION 36 DISTANT 714 .80 FEET EASTERLY ALONG SAID NORTHERLY LINE FROM SAID NORTHWEST CORNER OF SECTION 36, SAID LAST POINT BEING THE MOST WESTERLY CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT RECORDED APRIL 161 1951 AS INSTRUMENT NO. 16616 IN BOOK 1263 PAGE 237 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4s a4 SOUTH HALF OF GOVERNMENT LOT 7 AND ALL OF GOVERNMENT LOT 12 IN SECTION 34, TOWNSHIP 4 SOUTH, RANGE 4 LAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITX:''OF PALM SPRINGS, ACCORDING TO THE OFFICIAL, PLAT THEREOF; I EXCEPTING THEREFROM TRACT 10527r IN THE CITY OF PALM SPRINGSr AS SHOWN BY MAP ON FILE IN BOOK 102 PAGES 43 , 44 AND 45, OF MAPSr RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4As THE NORTHEAST QUARTER OF,' THE SOUTHEAST QUARTER OF SECTION 34, TOWNNSHIP 4 SOUTH, RANGE,-4 EAST;' SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF; EXCEPTING THEREFROM TRACT 10527, IN THE CITY OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 102 PAGES 43, 44 AND 45 , OF MAPS, KlA Ll o-'�� -JJ '? `b 1i1AI lblaal_k;L 10— hl I ti ILLKl.h. U7. n 1 VI JJGGVII_ lrllyl VlY VL V. I-. J• VJV f"YJI IIr11 �1 J4 �4.4J 883571-M RECORDS OF RIVERSIDE COU91TYr CALIFORNIA. PARCEL 4B: THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 4' SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THEE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 4C: THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF :SECTION 34, TOWNSHIP !'4 SOUTH, RANGE 4 EAST, SAN BERNARDINO SASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF. i PARCEL 5 : i THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 34 , TOWNSIIP 4 SOUTH, RANGE .4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM SPRINGS, ACCORDING TO THE OFFICIAL PLAT THEREOF. i PARCEL 6 : THE NORTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OFITHE SOUTHWEST QUARTER; THE NORTH HALF OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE SOUTHWEST. QUARTER, AND THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 42EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO T$t OFFICIAL PLAT THEREOF. PARCEL 7 : THE SOUTHEAST QUARTER OF,,- THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL SURVEY THEREOF. PARCEL S : LOTS 71 THROUGH 74 AND LETTERED LOTS A,B,C,D AND E OF TRACT 16149 , AS SHOWN BY MAP ON FILE IN BOOR 116 PAGES 3 THROUGH 8, BOTH INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND AS AMENDED BY CERTIFICATE OF CORRECTION RECORDED JANUARY 8, 1981 AS INSTRUMENT NOS . 3024 AND 3025 AND RECORDED MARCH 29, 1982 AS INSTRUMENT NOS. 52094 AND 52095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 9 : Kl bl o-:S r-J4 1 FINaI lu J:3-'1b1iu— dl IAA v itQlEk. UI. H ti 1VLJJGGOLIl l.f'IIYIMY VLV. 1 .:]. IJJV I CJV Ilf'lI Ll JY LY•JJ 883571—M c� THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOOSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY OFFICIAL GOVERNMENT SURVEY; y=MT EXCEPTING THEREFROM THE M( RTHERLY 36 FEET OF THE WESTERLY 100 FEET OF SAID LAND. PARCEL 9A: f. NON-EXCLUSIVE EASEMENTS FOR PUBLIC UTILITIES, ROADWAYS AND SEWER PURPOSES OVER ,THE FOLLOWING DESCRIBED PROPERTY: THE EAST 20 FEET OF THE NORTHWEST QUARTER, THE SOUTH 20 FEET; EXCEPT THE WESTERLY 100 FEET OF SAID SOUTH 20 FEET OF THE NORTHWEST QUARTER; THE WEST 20 FEET OF THE NORTHEAST QUARTER; THE SOUTH 20 FEET OF THE NORTHEAST QUARTERf THE WEST 20 FEET OF THE SOUTHEAST QUARTER; THE NORTH 20 FEET OF THE SOUTHEAST QUARTER; AND THE EAST 20 FEET OF THE NORTHEAST QUARTER, ALL IN THE .NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35r TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 10: NOkEWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING THEREFROM THE GOVME 38 FEET OF THE WEST 100 FEET THEREOF AS CONVEYED TO THF!,E 'ALM SPRINGS WATER CO. r BY DEED RECORDED FEBRUARY 2, 1967 AS INSTRUMENT NO. 9239 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 10A: THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL 10B: THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO EASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. PARCEL IOC: hamA O1 .�-YI-:J! d251-,J iblUJ:11U11:J— hl [, S II I,h LK. LH. P :1 1 UiJ�GGVlI Vf'llyl Vll LLV• I i J• VJV I-V-] Illll GI Y lYJ1 863571-M A NON-EXCLUSIVE EASEMENT; FOR PUBLIC UTILITIES, ROADWAYS AND SEWER PURPOSES OVER THE EAST 20 FEET, AND ALSO, THE NORTH 20 FEET; EXCEPT THE WESTERLY 100 FEET OF THE NORTH 20 FEET OF TEE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 11: LOTS 41 THROUGH 50, INCLM91VE, AND LETTERED LOTS F AND G OF TRACT 18087 , AS SHOWN BY�MAP ON FILE IN BOOK 213. PAGES 81 THROUGH 89, OF MAPS, AND AS SHOWN BY AMENDED MAP ON FILE IN BOOK 216 PAGES 32 THROUGH 40,, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 12. THE 1SOUTH HAL$ .OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP ,4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 13: THE EAST HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 34 , TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, AND THE WEST HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER AND SOUTH HALF OF THE SOUTHWEST QUARTER OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. PARCEL 13A: THE SOUTH HALF OF GOVERNM4NT LOT 6 OF SECTION 341 TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. ,-.L i-YJ} _ •l bl'M1l 11�L:J:322b i i:1— KI I A ti I UCKLk. CA1. l l]1 JJGL01IJ ' I"IIYI VI1 1L`. f :]• OJV 111 (III G JY 1Y.JG ATTACHMENT NO. 1C INDIAN LEASE PROPERTY DESCRIPTION ME LAND REFCRREDI,TO IN THIS LEASE IS SITUATED IN JiHE ^8TLATE OF CALIFORNIA, COUNTY OF RIVERSIDE, AND.,IS DESCRIBED. AS F LLOOWS: HOTEL .PROPERTY (LEGAL l3ESCRI.PTION THOSE PORTIONS �OF. SECTION 3S, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO ASE AND MERDIAN, ACCORDING TO THE.OFFICIAL PLAT THEREOPy DESCH BED AS FOLLOWSs A. THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER. 9.; THE' NORTHWE4T' QUARTER OF THE NORTHEAST'QUARTE9. I C. THE NORTH H LF OF, THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER. D. THE..NORTH WFLF ,OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER i E. THE- NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUAR%'BR� F. ' THE: NORTH HlLF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTEW OF THE NORTHWEST QUARTER. G. THE.' NORTHWE$T QUARTER OF THE .SOUTHWEST QUARTER. H. •THE: WEST HAV.F OF 'JIBE NORTHEAST QUARTER OF TM'SOUTHWEST QUARTER. . I. THE, SOUTH LF.OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER, ;}: •,. .. '.Y` . +.. I i J . THE% SOUTH l=F OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER. K. THE', SOUTHWE T QUARTER OF THE NORTHEAST QUARTER.. L. THE-WEST W�V OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER. I H. THE'1,SOUTH HALF OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER., Nr THE. EAST HALF OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER. 1tI I:J:22U l,U-• KIIA II KLK, 1.AL .iiII 1VIJJGGVlIJ V.I'll`I'I VI Y, VLV'. I-. J. UJV 1 11 III-II LI J`y 1YJJ 0. THE NORTHEAST QUARTER OF TSE SOUTHEAST QUARTER OP THE SOUTHWEST,QUART R. P- THE EAST.HALF OF TBE SOUTHEAST QUARTER OF THE NORTHEAST. QUARTER. j:il; •;, 0. THE ,SOUTH HALF' OF THE SOUTHWEST QUARTER OF THE ' TBWEST QUARTER Off' THE .00RTHWEST OUARTER) EXCEPT FROM THE ;AAOVE, ALL T$E LAND INCLUDED WITHIN THE FOLLOWING, 09SCRXBED SUHDIVISIONSs A. TRACT 22.63, As SHOWN BY MAP ON FILE IN BOOK SS PAGES 13, 14 AND 15, or MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 9. TRACT 2269, AS SHOWN BY MAP ON FILE IN BOOK 42 PAGES 70r 71, 72,173 AND 74, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. C. TRACT 2366r AS. SHOWN BY MAP ON FILE IN BOOK 50 PAGES 38 AND 39, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. D. TRACT ,2472, AS SHOWN BY MAP ON FILE IN BOOK 48 PAGE I5, OF NAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. C. TRACT 2539r AS SHOWN BY MAP ON ,FILE IN BOOK 45 PAGE 51r or RAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. F. TRACT 3247, AS SHOWN BY MAP ON FILE IN BOOK 55 PAGE 8r OF NAPS, RECORDS Or RIVERSIDE COUNTY, CALIFORNIA. G. TRACT 3679r As 'SHOWN BY MAP ON FILE IN BOOK 58 PAGES 6 AND 7, OF MAPS, RECORD$ OF RIVERSIDE COUNTY, CALIFORNIA. N. TRACT 36SO , AS SHOWN BY MAP ON FILE IN BOOK 57 PAGE 40 , OF . NAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 1. TRACT 4102, AS SHOWN BY MAP ON FILE IN BOOK 69 .PAGES 62 AND 63, OF MAPS, RECORDS OP RIVERSIDE COUNTY, CALIFORVIA. J. TRACT, $109 , 'AS SHOWN BY MAP ON FILE IN BOOK 84 PAGES 1 AND 2 , OF MAPS, RECORP�R OF RIVERSIDE COUNTY, CALIFORNIA. K. TRACT L61492 . A8 SHOWN BY MAP ON PILE IN BOOK 116 PAGES 3 THROUGH 8; BOTH INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY , OALIFQRNIA. L. PARCEL, MAP 11797, •AS SHOWN BY MAP ON FILE IN BOOK 55 PAGES 18 AND 19, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL THAT PORTION THEREOF LYING WITHIN SOi1TP1 PALM CANYON DRIVE. —2— Ill 1 Lv l •] �l-Jy 'J...{ l I l:l.)J�. 11 l VJ,J 11 1G 1 v\111111 l.`\i.l\. 4\I.l Yr•J.Y 1lJ_JJC�V11J LI'11YIIJIY JLV. r� .J• CANYON CdVE LOTS ITY_ CT 16149) 'LEGAL DESCRIPTION ALL OF TRACT 16149, AS SHOWN BY MAP ON FILE,= BOOK 119 PAGES 3 .THAOUGH 8, BOTH INCLUSIVE, OF MAPS, RECORDS.QF RIVEASIIZE COUNTYj . CALIFORNIA, AND AS AMENDED BY CERTIFICAA,TE OF CORRECTION RECORDED JANUARY 81 1981'IAS INSTRUMENT NOS, 3024 AND 3025 AND RECORDED MARCH 29, 1982 AS:lNSTRUMENT NOS . ' 52094 AND 52095 OF OFFICIAL RECORDS OF RIVERSIDE :QOUNTY, CALIFORNIA. h h 1! 1 - 1•, h (1\I n. r : 1• • t 1 -3- • It 7 `a DEVL•LOPM&YI- rsul xFwxx re,ues rEAxl rEnxs a Yrwxs The phasing plan fox the Canyon Park Resort S Spa is based on a - 7 year build out. The actual pace of development (i.e., single= family residential) vial depend primarily on market absorption - GalfCov rates and on construction of the necessary support systems. The Undo U[iliNn initial phasing plan consists of concurrent improvements with ' FloodCa,trol grading, infrastructure and golf course construction generally "E occuring first, followed by construction of internal circulation, Rnidandal Modeb PerinxlerCi,cul+tion residential models, hotel/commercial, and finally completion of the residential components and detailed landscaping. -� Wn lCGculatkn ME04 - - ' J FHoel, Je lm rove[nents 9i.4 e. NOT A PART Landsppin6 CaC'I OV- ;0 0 NOT A PART i�J G 1 f [ E RSay ROT A P_9IiT i D 1 (t� D Q o G A NOT A PART - I.. NOT A PART NOT A PART �J �-- -- LAND USE INDEX RESIDENTIAL n Acanto Drive ---- 1 H ) EOTEL/CO�ASERCZAI O�� CANYON PARK RESORT DEVELOPMENT BOIINDARY COLT COURSE J OO OPEN SPACE a —^^---- REDEVELOPMENT PLAN EOUNDARY � EbPLOYEE/low mod i E HOUSING- ILOL ^ CONCEPTUAL DEVELOPMENT PLAN LAND USE PHASING PLAN CANYON PARK RESORTS SPA i ATTACHMENT NO. 2 SCHEDULE OF PERFORMANCE Item of Performance Time for Performance 1 . Participant/Agency draft On or before June 1, 1994 Owner Participation Agreement & submit to Agency with conceptual site plan for Project and Agency approves or disapproves OPA. 2 . If Agency approves OPA and Within 30 days after execution by conceptual site plan, exe- Participant . cutes OPA. 3 . Lawsuit is dismissed. On or before June 30, 1995, but in any event prior to commencing of bond financing or issuance of monies from any of the respective Funds specified in the Financing Assistance Attachment . 4 . Participant elects to Agency responds within 15 days . construct a Public Improvement and requests Agency' s confirmation that same meet the definition of a "Public Improvement" hereunder. 5 . Participant submits plans & Agency responds within 30 days . specifications for any Public Improvement identified in Item #4 to Agency for approval . 6 . Participant prepares bid Agency responds within 15 days package including the after receipt of the bid package. approved plans and specifications, and Agency reviews bid package for the Public Improvement . ATTACHMENT NO. 2 Page 1 of 6 Pages FS2\053\014084-0022\20070743 05/31/94 7 . Participant submits at least After Agency approves the bid 3 bids for the construction package. of construction of any Public Improvement . S . Agency reviews bids Within 15 days after receipt of submitted under Item #7 Participant' s request for above and selects one as an approval . approved low bidder. 9 . Participant awards contract Prior to bids expiring, and after pursuant to a bid approved Agency informs Participant of by Agency under Item #8 approval under Item #8 . (If the above. approved bid expires, then the procedure for approval returns to Item #6 hereof . ) 10 . If applicable, Participant Agency issues approval or submits change orders to disapproval (i) within 5 days for Agency under the contract change orders under $50, 000, and awarded. (ii) within 10 days for change orders over $50, 000 . 11 . Participant submits a Agency reviews and approves or disbursement request summary disapproves within 15 days of under contract awarded under receipt and, if approved, issues Item #9 . payment from a Fund if, to the extent, and as soon as, monies are available. 12 . Participant completes Participant uses its best efforts construction of the Public to cause the contractor to Improvements specified in complete within the time the contract awarded under specified in the contract awarded Item #9 . under Item #9 . 13 . Participant requests City to Promptly upon completion of the provide final inspection of applicable Public Improvement the completed Public constructed under the contract Improvement constructed awarded under Item #9 . under the contract awarded under Item #9 . ATTACHMENT NO. 2 Page 2 of 6 Pages F52\053\014084-0022\2007074.3 05/31/94 • • 14 . Participant requests Promptly upon completion of such Agency/City to acquire Public Improvements . Public Improvements pursuant to §4 of the Financing Assistance Attachment. 15 . Participant and Agency/City As soon as practicable after enter into applicable escrow completion of the applicable for conveyance of the Public Improvement. applicable Public Improvement . 16 . Participant and Agency/City As soon as practicable after close for the applicable completion of the applicable Public Improvement and Public Improvement . applicable Public Improvement Parcels . 17 . Participant submits the On or before October 1, 1998 Resort Portion final site plan to City for approval by City_ 18 . Participant submits final On or before October 1, 1998 . plans for a specific residential phase to City for approval by City (subject to restrictions on maximum number of residential building permits issuable prior to commencement of hotel construction. ) 19 . City reviews final plans for Within 30 days of receipt of Item Resort Portion and returns #17 . with corrections . 20 . City reviews final plans for Within 30 days of receipt of Item the specific residential #18 . portion referenced in Item #18 and returns with corrections . ATTACHMENT NO. 2 Page 3 of 6 Pages F52\053\014084-0022\2007074.3 05/31/94 21 . Participant submits Within 30 days of receipt of corrections and revisions to same. Resort Portion and/or residential portion final building plans . 22 . City approves or disapproves Within 15 days after receipt of building plans for Resort revised final plans. Portion and/or residential portion and issues building permits (number of residential building permits is subject to 500 limitation until hotel construction commenced) . 23 . Participant submits evidence Prior to commencing construction of insurance to Agency of any phase. pursuant to §706 of the OPA and obtains Agency approval thereof with respect to any phase. 24 . Participant pulls building Within 180 days of City approval permits and commences of final plans under Item 420 and construction of Resort after insurance certificate is Portion. delivered to Agency/City under Item 423 , but construction shall commence no later than January 19 , 1999 . 25 . 500 limitation respecting Upon commencement of construction transfer or construction of under Item #24 . residential units terminates . 26 . Participant pulls building Within 180 days of City approval permits and commences of final plans under Item #11 and construction of the approved after insurance certificate is residential phase. delivered to Agency/City under Item #23 . 27 . Participant delivers copy of At least 30 days prior to any Master CC&Rs to Agency for intent of Participant to either: proposed review and approval (i) to transfer any portion of by Agency. Site, or (ii) request issuance of a Certificate of Completion. ATTACHMENT NO. 2 Page 4 of 6 Pages FS2\053014084-0022\2007074.3 05/31/94 28 . Participant executes and Prior to first to occur of (i) records Master CC&Rs against any transfer, or (ii) issuance of the Site. Certificate of Completion on any Separate Development Parcel . 29 . Participant completes Within 5 years of commencement of construction of Resort construction under Item #24 . Portion. 30 . Agency issues Certificate of Promptly after Participant' s Completion for Resort request and completion of the Portion. Resort Portion in accordance with §713 of the OPA. 31. Monies in the Project Hotel Upon issuance of the Certificate Tax Fund become available of Completion for the hotel on for disbursement. the Resort Portion. 32 . Transfer restrictions Upon issuance of the Certificate specified in §403 of the of Completion for the hotel on Agreement terminate as to the Resort Portion. the Resort Portion. 33 . Participant completes Within 36 months of commencement construction of the specific of construction under Item #24 . residential phase referenced in Item #26 . 34 . Agency issues Partial Promptly after Participant' s Certificate of Completion request and completion of the for the specific residential specific residential phase. in phase referenced in Item accordance with §713 of the OPA. #33 . 35 . Participant delivers written At Participant' s discretion. request in specified form to Agency/City that Agency or City proceeds with bond financing for Public Improvements as described in Section 6 of the Financing Assistance Attachment . ATTACHMENT NO. 2 Page 5 of 6 Pages FS2\053\014084-0022\2007074.3 05/31/94 36 . Agency or City commences and Within 120 days of receipt of completes bond issuance as specified written request from supported in request under Participant, provided Master Item #35 . Lease, no default and meets conditions of Section 5 of the Financing Assistance Attachment. 37 . Agency issues Final Upon completion of all Certificate of Completion residential phases . for Residential Portion. 38 . Agency issues final Upon completion of the Certificate of Completion construction of all of the for entire Project . Separate Development Parcels . It is understood that the foregoing Schedule is subject to all of the terms and conditions of the text of the Agreement. The summary of the items of performance in this Schedule is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule and the text of the Agreement, the text shall govern. ATTACHMENT NO. 2 Page 6 of 6 Pages FS2\053\014084-0022\2007074.3 05/31/94 s • ATTACHMENT NO. 3 SCOPE OF DEVELOPMENT I . SUMMARY DESCRIPTION OF PROJECT: A. The Project will consist of two (2) primary components (and multiple subphases) : 1 . The Resort Portion shall include an approximately 400 room luxury hotel of a quality equal to the finest hotel in the City of Palm Springs with a number of restaurants, lounges, spas and pools, as well as an 18 hole golf course also equal to the finest golf course in the City of Palm Springs containing a number of water features together with a club house and a driving range as well as a tennis facility (including a clubhouse and up to 9 tennis courts) and a youth center. 2 . The Residential Portion shall consist of approxi- mately 400 single family homes developed in multiple subphases together with a multi-family phase consisting of approximately 60 units . 3 . There will be numerous water features in and around the hotel, golf course and homesites . The 400 room resort hotel, including a spa/fitness facility (up to 1, 250, 000 square feet) and a retail and restaurant complex will be located in the lower portion of the alluvial fan, west of South Palm Canyon Drive. Additionally, a portion of the estate homes (ranging from 3 , 500 to 8 , 000 square feet) and the resident villas (homes ranging from 2 , 500 to 3 , 500 square feet which will entail a mixture of both detached and attached homes) will also be located west of South Palm Canyon Drive. Also to be located in this area are a portion of the golf course, a tennis complex, as well as flood and drainage control facilities . To the east of South Palm Canyon, will be situated the remainder of the residential units, the golf course and golf clubhouse and various water features . The existing canyon hotel and related facilities are within the PD project area and will be demolished. The proposed configuration of the Separate Development Parcels which is anticipated to be created pursuant to the subdivision process for the development of the Project is depicted on the Specific Plan for the Project approved Configuration by the City of Palm Springs on January 19 , 1994 . In the event of any inconsistency between the above description of the Project and the PDD, the terms of the PDD shall FS2\053\014084-0022\2095091.4 05/31/94 govern, and any change in the PDD shall be deemed a modification of this Scope of Development as set forth above. B. The Resort Portion may be developed at any time (subject to the Schedule of Performance) ; however, building permits will not be issued, nor shall Participant sell individual unimproved lots in the Residential Portion, equal to more than fifty percent (500) of the total residential units as same are shown on the Approved Master Tentative Map for the Residential Portion, prior to commencing construction of the hotel . It is understood that where a buildable but unimproved lot is sold by Participant pursuant to Section 404 . 1 . (vi) of the Agreement, the sale of said lot shall counted against the fifty percent (500) limit herein as if a building permit had been issued. The proposed configuration of the Separate Development Parcels which is anticipated to be created pursuant to the subdivision process for the development of the Project is depicted on the Specific Plan for the Project approved Configuration by the City of Palm Springs on January 19 , 1994 . II . ARCHITECTURE AND DESIGN: A. The Resort Portion and the Residential Portion of the Site shall be designed to have an architecturally consistent relationship both individually, as well as in the total context of the Resort Portion and Residential Portion, respectively. The Project shall be developed in accordance with the standards and other requirements as established by the approved final planned development districts for the Project . B. The improvements to be constructed on the Site shall be of an architectural quality equal to any resort in the City of Palm Springs . The Participant' s plans, drawings, and proposals submitted to the Agency for approval shall describe in reasonable detail the architectural character intended for the Private Improvements . C. The open spaces between buildings where they exist shall be designed, landscaped and developed with the same degree of excellence . III . PARTICIPANT' S RESPONSIBILITIES : A. Private Improvements . 1 . The Participant agrees to develop and construct, or cause the development and construction of, the Private Improvements as set forth below, or such additional size, intensity, and character of improvements as may be permitted and approved under applicable land use regulations of the City and Agency and in accordance with the previously issued development approvals as set forth in the Development Agreement as the same may be amended from time to time in accordance herewith. The Participant and Agency hereby agree FS2\053\014084-0022\20950914 05/31/94 -2- that the Conceptual Residential Subphasing Exhibit attached hereto as Exhibit 1 is provided by the Participant for informational purposes only to allow the City and Agency to analyze the nature of the planned development of the Residential Portion, and is not binding upon the Participant. The subphases are intended to be consistent with the Separate Development Parcels as created by the subdivision map process . 2 . The minimum total development costs listed in subpart III.B and III . C. 1 below are intended to cover all direct and indirect costs incurred, including, without limitation: direct costs for construction of buildings and all improvements; financing costs, fees, and interest during construction; the purchase price for the real property (including easements and licenses) comprising the Project; the fair market discounted present value of the costs of leasehold interests, including obligations for rental and other charges; costs of rights-of-way necessary for the construction of the Public Improvements; architectural, planning, and engineering costs; costs of site preparation, including site clearance; broker' s fees, marketing expenses, and leasing commissions; costs for accountants, attorneys, consultants, and other professional fees; general contractor fees for overhead and profit, including general contractor fees paid to the Participant if Participant or an affiliate of Participant acts as the general contractor, and a reasonable fee paid to Participant to oversee the construction of the Project (but such fees to the general contractor and the fee to the Participant shall not exceed twenty percent (200) of the total cost of the Project) ; property taxes, special taxes, and assessments and insurance costs; development fees, including costs and fees for applications and permits required in connection with constructing the Project; costs for personal property acquired in connection with the acquisition of real property and development of the Project; furnishings, fixtures, and equipment ( "Resort FF&E") to be provided by the Participant for the Resort Portion; costs for furnishings, fixtures, and equipment ( "Residential FF&E" ) to be provided by the Participant for the Residential Portion (but not including any Residential FF&E to be paid for by a home buyer) ; costs for offsite improvements to the extent the offsite improvements are the Participant' s responsibility; permit fees; the amount by which the cost of the Public Improvements exceeds the Agency Construction Cost Reimbursement (as defined below) ; applicable governmental fees and charges; legal fees and costs incurred (including, without limitation, legal fees and costs incurred in land assembly and in obtaining entitlements) ; preopening expenses; working capital for a period not to exceed one (1) year after the completion of construction of each Separate Development Parcel; and all other costs reasonably related to the development . The minimum development costs listed below for Resort FF&E for the Separate Development Parcel on which the hotel is to be FS2\053\014084-0022\2095091.4 05/31/94 -3- constructed are intended to cover all items of furnishings and equipment for all guest rooms, restaurant and lounge facilities, meeting rooms, and other public and employee areas, including, in general, but not limited to, all items attached to or set within or upon the finished walls or surfaces of the hotels . The minimum development costs listed below for Resort FF&E for the Separate Development Parcel on which the golf course is to be constructed are intended to cover all items of furnishings and equipment for club house, tennis facility, youth facility, restaurant and lounge facilities, and other public and employee areas, including, in general , but not limited to, all items attached to or set within or upon the finished walls or surfaces of the club house, tennis facility or youth facility. If any item of Resort FF&E or Residential FF&E is leased rather than purchased by Participant, the fair market value of such leased item shall be included for purposes of computing the development costs for Resort FF&E and Residential FF&E. Costs are itemized in 1994 constant dollars and shall increase in subsequent years at the rate of two percent (2°s) per year. B. Resort Portion. The Private Improvements on the Resort Portion of the Site shall be in conformity with the approved Specific Plan for the Resort Portion and shall include: 1 . Hotel Development , An approximately 400-room luxury hotel on an approximately 15 acre parcel, with a total development cost of not less than $150, 000 per room. The hotel will also contain a luxury retail and restaurant complex consisting of approximately 4 restaurants and 2 lounges . The hotel will have an approximately 17, 000 square foot ballroom and prefunction area, a number of meeting rooms, approximately 6 pool areas, 2 theaters, an entertainment and game bar, a children' s entertainment facility and restaurant, and executive business service center. 2 . Recreation Development: An 18 hole golf course with club house of approximately 36, 000 square feet with a driving range; a resident health spa consisting of approximately 193 , 000 square feet; a tennis facility including approximately 12 , 000 square foot clubhouse, approximately 9 courts and related amenities; all day youth facility with water recreation area; numerous water features in and around the golf course and homesites emanating from the desilting and debris basin; hiking, biking and equestrian trails . C. Residential Portion. 1 . Area. The Private Improvements on the Residential Portion of the Site shall be phased in general conformity with the "Conceptual Residential Phasing Exhibit" attached hereto as Exhibit "1" and shall include approximately 400 residential FS2\053\014084-0022\2095091.4 05/31/94 -4- units to be constructed on the Residential Portion consisting of floor plans with 2, 500 to 6, 500 square feet . 2 . Parking. Participant shall prepare and execute, per the mitigation measures provided under the Specific Plan, a traffic management plan acceptable to the City which will include a comprehensive parking management plan. 3 . Miscellaneous Site Improvements . The Participant shall provide all landscaping, open areas, drive-ways, and other incidental on-site improvements required for each Separate Development Parcel in the Residential Portion as development occurs, in accordance with the approved plans . D. Setbacks . Minimum building and parking setbacks shall be in conformance with the applicable provisions of the Palm Springs Municipal Code, including any permitted variances . E . Building Construction. Buildings shall be constructed in conformance with the applicable provisions of the Palm Springs Municipal Code and in accordance with the approved final building plans . F. Signs . All signs shall be installed by the Participant . A sign program shall be submitted to the City for approval . Building permits (and, where necessary, electrical permits) shall be obtained prior to the installation, painting or erection of signs . Signs shall be designed in a manner consistent with the overall architectural theme of the Project. G. Screening. All outdoor storage of materials or equipment shall be enclosed or screened by walls, landscaping, or enclosure to the extent and in the manner reasonably required by the City/Agency staff and per the mitigation measures provided in the Specific Plan. H. Landscaping. The Participant shall provide all landscaping and irrigation required on the Site, including the landscaping and irrigation within the public rights-of-ways on the Site, in accordance with the approved landscape plans . The Participant shall maintain all landscaping on the Site outside the public rights-of-way. After satisfactory installation of the landscaping and irrigation systems within the public rights-of-way on the Site in connection with the development of each Separate Development Parcel, the Agency shall accept or cause the City to accept such improvements and maintain or cause the City to maintain the same at no expense to the Participant, and the Participant shall have no further responsibility therefor. However, Participant shall maintain said improvements until the City has actually accepted same. City' s or Agency' s acceptance of same shall be concluded reasonably promptly after the completion of same. In addition to the foregoing, Participant shall require the contractor who installed said improvements to guarantee same for FS2\053\014084-0022\2095091.4 05/31/94 -5- one (1) year and Participant shall assign such guaranty to the City (if commercially standard) . I. Utilities . The Participant agrees to extend all utilities required for the development, use and maintenance of the improvements on the Site from the locations to which such utilities will be brought the private improvements to be located on each applicable Separate Development Parcel . All utilities on the Site shall be located underground. J. Vehicular Access . The number and location of vehicular driveways and curb breaks shall be in accordance with the approved plans . K. Liauor Licenses . The Agency recognizes that the hotel and restaurants to be developed in the Resort Portion of the Site will require liquor licenses from the California Department of Alcohol and Beverage Control ( "ABC" ) . Sale of liquor for on- premises consumption in connection with such uses is in conformity with the Specific Plan and other local land use regulations and requirements of the City and Agency. The Agency agrees not to oppose, object to, or otherwise provide negative comment upon the Participant' s application to ABC for a liquor license or licenses in connection with such uses . L. Public Improvements . The Public Improvements shall be constructed in accordance with the terms and provisions set forth in the Financing Assistance Summary. FS2\053\014084-0022\2095091.4 05/31/94 -(- ATTACHMENT NO. 4 FINANCING ASSISTANCE ATTACHMENT 1 . Participant and Agency Responsibilities . Except as otherwise expressly set forth in this Agreement, all costs, expenses, and indebtedness relating to development of the Site shall be paid by the Participant, and neither the Agency nor the City shall have any responsibility therefor except to provide the financial assistance specifically set forth herein. It is further agreed that all financial assistance provided by Agency or City shall be derived solely from public revenues produced by the Project, and, except as expressly provided below, the credit of the City and/or Agency shall not be pledged to the Project in any manner. 2 . Definitions . All capitalized items which are not otherwise defined in this Section 2 shall have the meanings set forth in Section 200 of the Owner Participation Agreement ( "Agreement" ) . a. "Approved Construction Expenditures" means those costs for certain portions of the Public Improvements approved by the Agency or City, as the case may be, pursuant to Section 8 below. b. "Costs" or "Costs of the Project" means, when used with respect to the Project, all hard and soft costs incurred by the Participant in acquiring the interests in real property including fee interests, leasehold interests and rights-of-way necessary for the construction of the Public Improvements, and constructing any and all the Public Improvements thereon as set forth in the Scope of Development including (i) the acquisition price for any land, rights-of-way or real property, and rental and other charges for leasehold interests, together with any related closing costs and broker fees for the Public Improvements; (ii) construction costs for site clearance for the Public Improvements; (iii) costs of constructing the Public Improvements, including but not limited to, hard costs (approved pursuant to Section 8 below) and soft costs such as interest costs, loan fees, points, appraisal fees, and similar charges and costs; (iv) fees and costs to architects, engineers, accountants, attorneys, consultants and other professional fees to the extent such services are provided in connection with such acquisition of the real property interest and construction of the Public Improvements; and (v) a reasonable fee FS2\053\014084-0022\2007073.13 06/01/94 to the general contractor to oversee the work, as overhead and profit, including to the Participant, if Participant acts as the general contractor and a reasonable fee to Participant to oversee the construction of the Public Improvements, but such fees in the aggregate shall not exceed twenty percent (200) of the actual cost of the total cost of the Public Improvements; (vi) personal property acquired in connection with the acquisition of the real property interest for the construction of the Public Improvements where such personal property would be eligible for reimbursement under the State Relocation Guidelines or Eminent Domain Law (provided that upon request by the City or Agency, possession of said personal property is delivered to the Agency or City) ; (vii) property taxes, special taxes and assessments and insurance costs related to the Public Improvements and the applicable Public Improvement Parcels; (viii) Development Fees, including costs and fees for applications and permits required in connection with constructing the Public Improvements; (ix) costs incurred in effecting the transfer of the Public Improvements and Public Improvement Parcels to the City in accordance with Section 4 below including but not limited to title insurance premiums, escrow fees, etc. , (x) costs of a public improvement coordinator as described in Section 8 .m. below, and (xi) interest equal to the actual Costs incurred by Participant for items set forth in (i) through (x) above from the date of expenditure by Participant to the date repaid equal to Bank of America' s reference rate for said period. "Costs" , as used herein, shall not include the cost of construction of the private improvements . The burden of proof with regard to allocation of costs shall be on Participant and Participant shall be responsible for establishing proper cost accounting procedures and records to show that costs are allocable to the land acquisition and Public Improvements rather than private improvements, and the Agency shall approve the allocation of costs to Public Improvements prior to commencement of work under the contract pursuant to Section 8 below. C. "Development Fees" means any and all permit fees, developer fees, and any other fee, charge or exaction which is imposed by the City or other public entity with respect to the construction of the Public Improvements and actually paid by Participant. Development Fees does not include such fees paid for the Private Improvements . Private Improvements are not reimbursable hereunder. d. "Housing Bonds" means bonds or other obligations issued or caused to be issued by the City, the Agency, a public finance authority, or other joint power entity, all of the Net Proceeds of which are spent on housing within the City, which is made available at affordable housing cost to persons and families of very low, low, and moderate income, or on facilities and improvements which directly and specifically improve or FS2\053\0140840022\2007073.13 06/01/94 2 increase such housing, which housing shall be eligible for public assistance as provided by law. e. "LAIF" means the Local Agency Investment Fund which is a special fund in the California State Treasury created under Government Code Section 16429 . 1 et seq. f . "Net Proceeds" means the face amount of any bonds or other obligations, less (i) original issue discount, if any, (ii) underwriter' s discount or compensation, (iii) amounts used to pay costs of issuance, and (iv) amounts set aside into a capitalized interest fund and a reasonably required reserve fund for such bonds or other obligations . g. "Net Tax Increment" means all of the Tax Increment remaining after the Agency' s deduction from the Tax Increment of the following amounts : (i) amounts set aside into the Agency' s low and moderate income housing fund, but not more than twenty percent (20%) of all of such Tax Increment, and (ii) amounts paid to taxing agencies pursuant to the Pass Through Agreements, an and (iii) amounts paid to the State of California pursuant to assessments or requirements under Health & Safety Code §33680 et seq. (Education Augmentation Fund) or similar legislation as provided in Section 10 below. h. "Net TOT Increment" means fifty percent (500) of the TOT actually received by Agency or City, as applicable, from the TOT generated by the hotel constructed on the Resort Portion of the Project pursuant to the Scope of Development. i . "Pass Through Agreements" means those certain agreements resulting in sharing of tax increment from the Canyon Project Area in effect as of the Effective Date of this Agreement as follows : (1) County of Riverside; (2) Riverside County Flood Control and Water Conservation District; (3) Palm Springs Unified School District; (4) Riverside County Office of Education (County Superintendent of Schools) ; (5) Coachella College/Desert Community College District; (6) Palm Springs Public Cemetery District; (7) Coachella Valley Mosquito Abatement District; and (8) Desert Water Agency. j . "Project Bonds" means bonds or other obligations, all of the Net Proceeds of which are spent or to be spent (i) on Costs of the Project, (ii) on facilities or improvements which directly and specially benefit the Project, or (iii) to reimburse the Participant amounts paid by Participant for Costs of the Project . Project Bonds include, without limitation, bonds or other obligations issued by the Agency pursuant to Section 33640 , et seq. of the Redevelopment Law or otherwise; bonds or other obligations issued by a community facilities district pursuant to Government Code Section 53311, et seq. ; bonds or other FS2\OS3\014054-0022\2007073.13 06/01/94 3 obligations issued by the City pursuant to the Improvement Act of 1911, the Municipal Improvement Act of 1913 , the Improvement Bond Act of 1915 , or other laws providing for the issuance of special assessment bonds; bonds or other obligations issued by a joint powers authority pursuant to Government Code Section 6584, et see . ; bonds or other obligations of the City; and bonds or other obligations of the foregoing or any other issuer, the Net Proceeds of which are spent on Costs of the Project. k. "Project Hotel Tax Fund" means the fund by that name created by Section 3 .b. 1 . "Project Housing Fund" means the fund by that name created by Section 3 . c. M. "Project Net Tax Increment Fund" means the fund by that name created by Section 3 .a. n. "Public Improvement Parcels" means those portions of the Project upon which the Public Improvements are to be constructed by Participant (or City under Section 8 . 1 . hereof) under the Agreement and conveyed or dedicated to the Agency, the City or other public entity. o. "Redevelopment Law" means the Community Redevelopment Law, being Health and Safety Code Section 33000, et seq. p. "Related Governmental Entity" means an entity which is governed by a board, commission or legislative body consisting, in whole or in part, of not less than a majority of the members of the City Council . q. "Tax Increment" means all of the property tax revenues allocated from the Project and the Site (but specifically excluding the other portions of the Project Area not within the Site) pursuant to Section 33670 of the Redevelopment Law plus any identifiable California state legislative subventions, supplements to, or substitutes for such revenues . r. "TOT IT or "transient occupancy tax" means transient occupancy taxes paid to the City or Agency with respect to the hotel after it has been constructed on the Site pursuant to the Scope of Development, pursuant to California Revenue and Taxation Code Section 7280 et seq. , or successor statute, with such amounts determined on an accrual basis . FS2\053\014084-0022\2007073.13 06/01/94 4 3 . Funds Created for Benefit of Project . a. Project Net Tax Increment Fund. Commencing as of the Effective Date of the Agreement, immediately upon receipt of Tax Increment, the Agency shall set aside and deposit all of the Net Tax Increment into a special trust fund to be known as the "Project Net Tax Increment Fund" to be held by the Agency on behalf of and for the benefit of the Project . Subject to the limitations specified in Section 3 . f . (iii) below, the Agency shall continue to set aside and deposit such Net Increment into the Project Net Tax Increment Fund until the Aggregate Fund Limit (as defined in Section 3 .d. below) has been reached. Moneys in the Project Net Tax Increment Fund shall be invested in LAIF or any other investment or investments as directed jointly by the Agency and Participant and in accordance with applicable law. Investment earnings on moneys in the Project Net Tax Increment Fund shall be credited to such Fund, and shall be counted against the Aggregate Fund Limit when calculating the cumulative amount deposited into such Fund. Moneys in the Project Net Tax Increment Fund may be withdrawn solely for the following purposes : (i) to pay for or to reimburse the Participant for Costs of the Project; (ii) to pay to or reimburse contractors or others for Costs of the Project; or (iii) to pay debt service requirements on Project Bonds . b. Project Hotel Tax Fund. Commencing as of the Effective Date of the Agreement, immediately upon receipt of any TOT from the hotel constructed on the Resort Portion pursuant to the Scope of Development, the City or Agency, as the case may be, shall set aside and deposit Net TOT Increment into a special trust fund to be known as the "Project Hotel Tax Fund" to be held by the Agency or the City, as the case may be, on behalf of and for the benefit of the Project . Subject to the limitations specified in Section 3 . f . (iii) below, the City or Agency, as applicable, shall continue to set aside and deposit such TOT Increment into the Project Hotel Tax Fund until the Aggregate Fund Limit (as defined in Section 3 .d. below) has been reached. Moneys in the Project Hotel Tax Fund shall be invested in the LAIF or any other lawful investment or investments as jointly directed by the City and Participant and in accordance with applicable law. Investment earnings on moneys in the Project Hotel Tax Fund shall be credited to such Fund and shall be counted against the Aggregate Fund Limit when calculating the cumulative amount deposited into said Fund. The City shall continue to set aside and deposit the Net TOT Increment until the Aggregate Fund Limit has been reached. Moneys in the Project Hotel Tax Fund may be withdrawn by the Agency or the City, as the case may be, solely for the following purposes: (i) to reimburse the Participant for Costs of the Project; (ii) to pay to or reimburse contractors and others for Costs of the Project; and (iii) to pay debt service requirements on Project Bonds . Notwithstanding anything in herein to the contrary, Participant shall not be entitled to any monies from the Project Hotel Tax Fund FS2\053\U14084-0022\2007073.13 06/01/94 5 unless and until Agency has issued a Certificate of Completion respecting the hotel to be constructed on the Resort Portion in accordance with the Scope of Development . C . Project Housing Fund. Commencing as of the Effective Date of the Agreement, immediately upon receipt of Tax Increment, the Agency shall set aside and deposit twenty percent (200s) of the Tax Increment into a special trust account of the Agency' s low and moderate income housing fund to be known as the "Project Housing Fund" to be held by the Agency on behalf of and for the benefit of the Project and in compliance with Heath and Safety Code §33334 . 3 . Moneys in the Project Housing Fund shall be invested in LAIF or any other investment or investments as jointly directed by the Agency and Participant and in accordance with applicable law. Investment earnings on moneys in the Project Housing Fund shall be credited to such Fund. Moneys in the Project Housing Fund may be withdrawn by the Agency solely for the following purposes : (i) to pay for or to reimburse the Participant for costs of housing which is made available to persons and families of very low, low and moderate income; (ii) to reimburse the Agency Housing Authority, City, Participant or other eligible person for the costs of complying with Agency housing obligations under the applicable Health and Safety Code provisions including but not limited to, §§ 33413 and 33334 . 5 respecting replacement of units; §33334 .2 respecting use of tax increment for purposes of increasing, improving and preserving low and moderate income housing; §33341 . 3 requiring a portion of the Project Area to be used for construction of low and moderate income housing; and all other applicable legal requirements imposed on the Agency; (iii) to pay to or reimburse contractors or others for the cost of housing described in the foregoing clause (ii) ; and/or (iv) to pay debt service requirements on Housing Bonds . Notwithstanding the provisions of Section 9 concerning method of disbursement from the various Funds, it is expressly agreed that the Agency may make disbursements from the Project Housing Fund without any approval of Participant and is only responsible for assuring that such funds are properly expended for lawful purposes set for forth in this subsection 3 . c. It is specifically understood and agreed that Participant is not required to actually construct the required housing but Participant shall receive credit for all sums in the Project Housing Fund against the cost of any housing obligations imposed on the Project by law, including the requirements of the PDD. In connection with any housing rehabilitated or constructed with said funds , the Agency shall post appropriate signage during construction advising that the Canyon Project Housing Fund is the source of funding for the project . d. Aggregate Fund Limit . The maximum amount to be contributed by the Agency and City jointly pursuant to this Section FS2\053\01408"022\2007073.13 06/01/94 6 3 to both the Project Net Tax Increment Fund and the Project Hotel Tax Fund shall not exceed the total cumulative sum of THREE HUNDRED MILLION DOLLARS ($300, 000, 000 . 00) ) ( "Aggregate Fund Limit" ) in actual dollars received (including any investment earnings received into such respective Funds) and without any present value or other adjustments . It is expressly agreed that the Net Tax Increment and Net TOT Increment from the Project shall be placed in the applicable Fund specified herein, and any and all such tax revenues from other property within the Project Area is not so pledged, nor sales tax revenue, developer' s fees nor any other public revenue, taxes or funds are pledged, except as specifically provided herein or unless otherwise mutually agreed to by the Parties through future amendments to this Agreement. e. Periodic Summary of Information. At the end of each calendar quarter Agency shall deliver to Participant a written statement from the Agency, on a form approved by Participant, certifying (i) the total amount of TOT and Tax Increment received by the City and/or Agency during the preceding calendar quarter, (ii) the date (s) on which such revenues were received, (iii) the calculation of any investment earnings on such amounts, (iv) a summary of payments made from each respective Fund in accordance herewith; (v) the current total balance in each Fund; (vi) the total cumulative amount of TOT and Tax Increment and interest thereon received into each Fund to date; and (vii) any other information reasonably requested by Participant to allow Participant to determine and confirm the amount of Net Tax Increment and Net TOT Increment to be deposited in the Project Net Tax Increment Fund and the Project Hotel Tax Increment Fund, respectively. f . Source of Payment. (i) The Agency has adopted an ordinance under California Revenue and Taxation Code Section 7280 .5 which ordinance authorizes the Agency to levy and/or collect a sufficient amount of TOT generated from the hotel to be developed on the Resort Portion pursuant to the Scope of Development to enable the Agency to timely satisfy its payment obligations in accordance with this Financing Assistance attachment. Until Participant has been paid or reimbursed all amounts due from the Agency hereunder, the Agency shall not repeal , modify, or amend its TOT ordinance in a manner that jeopardizes or impairs the Participant' s right to receive payments in the amounts, at the times, and subject to the conditions set forth herein. The Agency further agrees to perform all obligations on its part to be performed (including without limitation the obligations set forth in California Health and Safety Code Section 33675) which are a prerequisite to its right to collect and receive property tax revenues . YS2\053\014089-00=2007073.13 06/01/94 7 The sole source of payment into the Funds referenced here shall be (1) Tax Increment, (2) TOT, (3) investment earnings on all such sums; and (4) any other revenues lawfully from the Project Area available to the Agency which the Agency determines, in its sole and absolute discretion, are available for payment hereunder and agrees to make same so available. Agency agrees, at the request and expense of Participant, to prosecute a validating action pursuant to California Code of Civil Procedure Section 860 et seq. regarding any of the matters related to the Agreement and to diligently pursue such action to a final non-appealable judgment, and to exercise best efforts in such action to obtain a judgment validating the matters covered thereby. (iii) Upon the occurrence of an Event of Default under Sections 900 of the Agreement, the obligations of Agency or City, as applicable, to contribute the Net Tax Increment into the Project Net Tax Increment Fund shall continue thereafter but shall be fixed at the rate such contribution was made into such Fund based on the assessed valuation as of the date of the occurrence of the Event of Default of those parcels of real property that are part of the Site as of the date of the occurrence of the Event of Default ( "Contribution Limitation" ) . In other words, even after the occurrence of an Event of Default by Participant, the Agency and City, as applicable, shall continue to deposit the amount of the Net Tax Increment it actually receives but only such amount based upon the assessed valuation as of the date of the occurrence of the Event of Default and Participant shall have no claim at anytime thereafter to any portion of the Net Tax Increment in excess of the Contribution Limitation. It is understood and agreed that after the occurrence of an Event of Default and the triggering of the Contribution Limitation set forth herein, that Participant shall continue to be entitled to obtain disbursements from the Project Net Tax Increment Fund in accordance with the provisions of Section 9 below. Upon the issuance of the Certificate of Completion for the Resort Portion, provided that no Event of Default has theretofore occurred which triggers the foregoing Contribution Limitation, the right of the Agency to impose the Contribution Limitation shall terminate. (iv) The obligations of Agency or City, as applicable, to contribute the Net TOT Increment into the Project Hotel Tax Fund shall commence only upon completion of the Resort Portion, and until recordation of the Certificate of Completion for the Resort Portion, neither Agency or City shall have any obligation to deposit Net TOT Increment into the Project Hotel Tax Fund. If an Event of Default occurs before such time, the obligation of the City and Agency to make such deposits shall terminate. However, if there is an Event of Default by Participant after Participant' s completion of the Resort Portion, such Event of Default shall not affect the obligation of the City or Agency to deposit the Net TOT Increment into the Project Hotel Tax Fund, and such obligation FS2\O53\014084-0022\2007073.13 06/01/94 8 shall survive, and shall not be affected by, any termination of the Agreement or the exercise of other remedies of Agency or City and Participant shall continue to be entitled to obtain disbursements from the Project Hotel Tax Increment Fund. In the event Participant opens the hotel prior to recordation of said Certificate of Completion, Participant shall be entitled to receive any Net TOT Increment generated by the hotel from the date of opening thereof, provided an Event of Default has not occurred prior to the issuance of the Certificate of Completion for the Resort Portion. g. Payee in Event of Assignment . In the event the Participant hereafter transfers its interest in any of the Separate Development Parcels to an approved transferee, the payments required to be made by the Agency with respect to such Separate Development Parcel (s) pursuant to this Section 3 shall continue to be made to the transferor unless the Agency receives written notice executed by the transferor in a form satisfactory to the Agency directing that payments be made to the transferee. h. No Guarantee or Obligation to Contribute. Participant understands that neither Agency nor City is in any way guaranteeing the amounts which will be generated by the above referenced sources and that if moneys are not available in the respective Funds, neither Agency nor City shall have any responsibility to contribute any monies to the Funds nor to pledge any other revenue sources other than those described in this Agreement . It is understood that upon reimbursement of a Cost from one Fund, Participant shall not be entitled to reimbursement of the same Cost from any other Fund. 4 . Acquisition of Public Improvements . a. Upon completion of any Improvements, the City shall acquire from the Participant all Public Improvements and an interest in the applicable Public Improvement Parcel whether a fee interest, a right-of-way or other interests in real property satisfactory to the City at the Cost thereof . The Participant shall convey marketable title as approved by the Agency and evidenced by a title insurance policy insuring the transferee subject to such reasonable exceptions approved by the Agency or the City, as applicable, that the ownership of applicable interest in the Public Improvement Parcels and the Public Improvements thereon is vested in the City or Agency, as applicable. In consideration therefor (including the issuance of the title policy) , Participant shall be entitled to payment of the respective Costs related thereto from the Project Hotel Tax Fund and the Project Net Tax Increment Fund. tiS2\053\014084-0022\2007073.13 06/01/94 9 b. To the extent that any portion of the debt service requirements on Project Bonds are paid for by special taxes or assessments levied on the Site, such portion of the debt service requirements to the extent actually paid by the Participant shall be reimbursed to the Participant from the Project Net Tax Increment Fund, the Project Hotel Tax Fund or from the proceeds of Project Bonds, provided, however that tax exempt proceeds shall not be so used either directly or indirectly until Participant delivers an acceptable opinion upon which the Agency or City, as applicable, can rely issued by nationally recognized bond or tax counsel that such use of proceeds does not negatively affect the tax exempt status of the bond issue. Any and all such payments by the Participant shall constitute an advance by the Participant to finance the Project and an indebtedness of the Agency upon payment by the Participant and such advance or advances shall be repaid to the Participant by the Agency as set forth herein. C. With respect to Agency making provision for the installation of the Public Improvements in the Project Area with respect to the commercial portion of the Project which Participant would otherwise be required to provide, the City Council by its approval hereof specifically finds in accordance with Health & Safety Code §33421 . 1 that the Agency assistance in providing the Public Improvements as set forth herein is necessary to effectuate the Redevelopment Plan. 5 . Conditions Precedent to Financing Obligations . Notwithstanding any other provision of this Agreement, the obligations of City and Agency to provide the financial assistance specified herein is specifically conditioned upon satisfaction of each of the following: (i) The Lawsuit specified in Section 503 of the Agreement has been settled and dismissed as required therein. (ii) The Master Indian Lease shall not have been terminated with respect to either the applicable Separate Development Parcel for which such financial assistance is sought or the Resort Portion. (iii) With respect to reimbursement of Costs of any Public Improvement that constitutes an area wide "back bone" infrastructure, such as flood control work, drainage facilities, retention basin, arterial streets, and major sewage facilities, Participant shall have provided evidence of Participant' s financial ability to complete the applicable Public Improvement . (iv) With respect to reimbursement of Costs of any Public Improvement that serve exclusively the golf course, Participant FS2\053\014084-0022\2007073.13 06/01/94 10 shall have provided evidence of Participant' s financial ability to complete the applicable Public Improvement and the golf course. (v) With respect to reimbursement of Costs of any Public Improvement that serve exclusively the hotel, Participant shall have provided evidence of Participant' s financial ability to complete the applicable Public Improvement and the hotel . (vi) With respect to reimbursement of Costs of any Public Improvement that serve exclusively a residential portion of the Project, Participant shall have provided evidence of Participant' s financial ability to complete the applicable Public Improvements and a portion of the residences to be benefitted by such Public Improvement . In addition to the foregoing, it is expressly understood that neither Agency nor City shall be required to consider undertaking any bond financing after the occurrence of an Event of Default . 6 . Issuance of Bonds . Upon written request by the Participant, the City and/or the Agency shall commence and complete within one hundred twenty (120) days of the date of such written request the proceedings necessary to sell and deliver Project Bonds as described in such request . Such written request of the Participant shall set forth (i) the type of such Project Bonds, (ii) the principal amount of such Project Bonds, (iii) a not-to-exceed true interest cost of such Project Bonds , (iv) a breakdown of the use of the Net Proceeds of such Project Bonds, (v) the underwriter of such Project Bonds, and (vi) the law firm which is to act as bond counsel in connection with the issuance of such Project Bonds . If such written request sets forth (a) an underwriter which is one of the top ten (10) underwriters in terms of volume of principal amount of that type of Project Bonds in the State of California for the immediately preceding calendar year, or later reporting period, as shown by the records of The Bond Buyer or the California Debt Advisory Commission, or an underwriter of bonds or other obligations of the City, Agency, or a Related Governmental Entity, within the twenty- four (24) month period immediately preceding the date of such written request, (b) a law firm to act as bond counsel which is one of the top ten (10) law firms acting as bond counsel in terms of volume of bonds or other obligations in the State of California for the immediately preceding calendar year or later reporting period, as shown by the records of The Bond Buyer or the California Debt Advisory Commission, or a law firm which has acted as bond counsel in connection with the issuance of bonds or other obligations of the City, Agency, or a Related Governmental Entity, within the twenty-four (24) month period immediately preceding the date of such written report, and (c) the team of professionals agrees that G52\053\014(184-0022\2007073.13 06/01/94 11 the proposed financing is marketable under then current market conditions and does not expose the issuer to unwarranted legal or financial liability and the underwriter recommends in writing the request of Participant as set forth therein, then the City or Agency, as the case may be, shall commence the proceedings to issue such Project Bonds within thirty (30) days of the date of such written request. The City or Agency may substitute another underwriter or another law firm to act as bond counsel, or both. The City or Agency, as the case may be, may refuse to commence and complete such proceedings only if the City Council or Agency determines that the issuance of Project Bonds described in such written request is unreasonable. In any litigation challenging the determination of the City Council or Agency, the City Council or Agency, as the case may be, shall have the burden of proving that the issuance of Project Bonds described in such written request is unreasonable. The issuance of one or more types of Project Bonds shall not preclude the issuance of one or more other types of Project Bonds . It is the intent of the Parties that the Participant be paid for the acquisition of the Public Improvements, and reimbursed for advances for Costs of the Project at the earliest commercially reasonable time. The Agency makes no representation to Participant that Project Bonds payable from assessments or special taxes may be issued respecting this Project due to the fact the underlying real property interest is a leasehold interest on Indian land and upon a default under the leasehold, the fee interest may not be subject to the applicable foreclosure requirements . 7 . Books and Records. The Participant shall have the right at any time, after three (3) business days written notice to the Agency and City, to review the books and records of the City and Agency pertaining to the City' s and Agency' s entitlement to and receipt of TOT and Tax Increment . Any such review shall be conducted at the Agency' s and City' s offices and shall be conducted so as not to interfere with the normal business operations of the Agency and City. 8 . Construction of Public Improvements . The Participant shall be responsible for all Public Improvements for the Project which shall be constructed in accordance with the following requirements : a. From time to time, Participant shall notify Agency in writing of its intention to proceed with the construction of any Public Improvements specifying in detail the Public Improvement (s) to be constructed, and shall obtain the Agency' s FS2\053\014094-0022\2007073.13 06/01/94 12 written confirmation that such item is, in fact, a Public Improvement, as defined above. The Agency shall provide such confirmation within fifteen (15) days after receipt of the request therefor. b. After receipt of the confirmation described above, the Participant shall prepare its plans and specifications for the Public Improvement and shall deliver same to the Agency. The Agency may review and approve the plans and specifications to assure that such plans and specifications are to code and to confirm that the work is properly allocated between the public and private construction. Agency shall provide its approval within thirty (30) days after receipt of same, which approval shall not unreasonably be withheld. C. Upon Agency' s approval, in writing, of said plans and specifications, Participant shall proceed with preparing bid specifications and bid packages. Participant shall seek competitive bids in the fashion described in the Public Contracts Code §20688 . 2 (although Participant may seek other bids) . Prior to seeking such bids, the Agency shall have a right to review such bid packages to insure that they are complete. d. Upon receipt of the bids, Participant shall present to the Agency bids from at least three (3) responsible bidders that Participant is willing to accept. The determination of whether a bidder is responsible and the bid is acceptable shall be made by Participant in Participant' s reasonable discretion. Participant shall consider bids only from licensed, qualified and responsible contractors . None of the bidders shall be a person, entity or group of persons having any interest, either directly or indirectly, in Participant . e. The method of allocation of Costs of the Project shall be approved by Agency in advance of said allocation. Participant shall use its best efforts have all work bid so that any Public Improvements are bid separately from any private construction. In so far as possible, financing of the Public Improvements shall be undertaken separately from any other Project financing, and separate construction contracts shall be let for the public and private construction activity. The Agency shall have the right to confirm that any bid that Participant intends to accept is complete (i.e. , that all bonds are duly issued, the insurance has been obtained, that the contracts are signed, and that the bids conform to the bid packages and that there are no material, adverse deviations from the plans and specifications) . f . The Agency' s Executive Director (or his or her designee) shall have the authority on behalf of the Agency to provide the approvals or disapprovals with respect to subparts S .a, 8 .b, and 8 . e, above. Approvals under subparts 8 .a, 8 .b, and 8 .e, FKW53\014084-002212007073.13 06/01/94 13 shall not be unreasonably withheld provided that the Participant shall have provided reasonably full information to the Agency' s Executive Director or designee. Any disapproval shall be in writing and shall state the reasons therefor. Upon receipt of a disapproval, the Participant shall exercise reasonable diligence to promptly remedy the problem (assuming the disapproval was reasonable) and resubmit the matter for approval within a reasonable time; provided, however, notwithstanding any other provision of this Agreement to the contrary, the Participant' s times for performance shall be extended for a reasonable period of time to accomplish such task (s) . g. Upon Agency' s approval, in writing, of said bids, Participant shall proceed with the construction in a timely manner and cause such work to be diligently pursued to completion. Agency, however, shall be obligated to reimburse Participant from the Project Hotel Tax Fund and the Project Net Tax Increment Fund for the Costs incurred by Participant, but the portion of the construction cost (described in clause (iii) of Section 2 .a hereof) allocated to the Costs for such Public Improvement shall be equal to the amount of the lowest approved bid described in Section 8 .d plus ten percent (10%) for contingencies (the "Agency Construction Cost Reimbursement" ) . Participant shall be responsible for any costs or expenses over and above the Agency Cost Reimbursement and all change orders shall be within the Agency Cost Reimbursement except as provided below- h. The Agency' s Executive Director shall also have the right to approve any change orders and extra work reasonably related to the construction of the Public Improvements . Such approval shall not unreasonably be withheld. Any change orders or extra work approved by the Agency shall be deemed a Cost of the Project for which the Agency shall be obligated to reimburse the Participant, if within the Agency Construction Cost Reimbursement; provided, however, the change order or extra work approved by the Agency shall be deemed a Cost of the Project for which the Agency shall be obligated to reimburse the Participant even if the cost of same exceeds the Agency Construction Cost Reimbursement if the change order or extra work is caused by the City, the Agency, or the County of Riverside (or other applicable governmental entity governed by the County of Riverside, including but not limited to, the Flood Control District) . Such approval for a change order or extra work shall be provided no later than (i) five (5) days after request for approval is received with respect to change orders or extra work the cost of which does not exceed Fifty Thousand dollars ($50, 000) , and (ii) ten (10) days after request for approval is received with respect to change orders or extra work the cost of which exceeds Fifty Thousand ($50 , 000) . If disapproved, such disapproval shall be in writing and shall state the reasons therefor. Upon receipt of a disapproval, the Participant shall exercise reasonable diligence to promptly remedy the problem FS2\053\014084-0022\2007073.13 06/01/94 14 i • (assuming the disapproval was reasonable) and resubmit the matter for approval within a reasonable time; provided, however, that notwithstanding any other provision of this Agreement to the contrary, the Participant' s times for performance shall be extended for a reasonable period of time to accomplish such task (s) . i . During the course of development of the Public Improvements, but not more frequently than quarterly, the Participant shall submit to the Agency' s Executive Director an itemized statement, with such supporting information as the Executive Director may reasonably request, documenting all of the Participant' s Costs for the construction of the applicable Public Improvements . Each such itemized statement shall separately identify the costs incurred with respect to each separate contract approved by the Agency' s Executive Director (or designee) and, if applicable, the allocation of costs between those costs paid or reimbursed by the Agency and those costs paid by the Participant . j . Participant shall comply with all statutes, ordinances and regulations of City in performance of the work. k. The Executive Director shall review each of the Participant' s cost statements within fifteen (15) days, and to the extent the cost figures do not exceed the approved bid, the cost figures shown thereon shall be used for purposes of determining the Agency Construction Cost Reimbursement obligations pursuant to this Financing Assistance Attachment; provided, however, to the extent there is any cost savings in any line item, such savings may be added to the contingency line item and such savings applied to cost over-runs in other line items. 1 . Notwithstanding the foregoing, at the option of Participant and with the consent of Agency, City may itself contract for the construction of the Public Improvements, and in such case the Agency may, without the approval of Participant, withdraw all amounts necessary to pay the contractors for the actual expenses incurred in performing the work. The payment may only be for Public Improvements provided for hereunder, and Participant must approve the award of the bid to the contractor after City has bid the work pursuant to the ordinance of the City. M. In overseeing construction of the Public Improvements, Agency is authorized to retain an independent contractor or employee to act as construction coordinator. The cost of this position shall be a Cost of the Project, and the cost shall be advanced by Participant . The construction coordinator shall keep time records and submit them with each payment request for the approval of Agency and Participant, which approval shall not be unreasonably withheld, and the fees of said coordinator shall only be paid from the Project for time actually spent FS2\053\014084-0022\2007073.13 06/01/94 15 overseeing the bid process, award of contract and construction of the Public Improvements . 9 . Method of Disbursements from Funds . Funds shall be disbursed from the Project Hotel Tax Fund and the Project Net Tax Increment Fund in accordance with the following provisions : (i) Participant shall deliver to Agency a written request for reimbursement for authorized Costs as set forth above from a Fund as applicable, together with reasonably detailed documentation which shall be in a form approved by the Agency and shall be accompanied by those items which reasonably support and justify Participant' s request for said disbursement . Agency shall review and evaluate said request within fifteen (15) days of the delivery of the request therefore (but the notice shall state the above deadline) . Such 15 day period may run concurrently with the review period described in Section 8 .k hereof . Agency shall have the right but not the obligation to enter the Site to inspect the work for which payment has been requested to ensure that it has been completed in accordance with the terms of the construction contract and this Agreement. Upon Agency' s verification that such work has been completed in good and workmanlike manner, said sums shall be paid at the election of Participant (i) directly to Participant to reimburse Costs of the Project actually paid by Participant provided that Participant delivers evidence to Agency that all contractors and suppliers have been paid together with mechanic lien releases, or (ii) in the form of joint checks to the Participant and contractor or supplier. No funds shall be withdrawn from the applicable Fund without the mutual written consent of Agency and Participant . (ii) The obligations of the Agency described in this Financing Assistance Attachment shall each constitute an indebtedness of the Agency. The Agency' s obligations to pay to or reimburse the Participant for Costs of the Project from the Funds shall constitute a pledge of monies in such Funds for such purpose. The Agency' s obligation to make available those monies described herein are conditioned and dependent on monies being on deposit in the respective Funds . To the extent the Agency Cost Reimbursement exceeds the amount available in the applicable Funds, such deficiency shall be carried forward and paid from the next available monies in the Funds . The amount not so paid shall bear interest as provided in clause (x) of Section 2 .a. above, and such interest shall be added to the Agency Cost Reimbursement . (iii) Payment shall not have been made from any other Fund for the same Costs . FS2\OS3\014084-0022U007073.13 06/01/94 16 (iv) Any amounts not expended from the Funds shall revert to the Agency or City, as applicable, upon the last to occur of : (a) two (2) years after the issuance of the Final Certificate of Completion, (b) termination of this Agreement, or (c) retirement of any bond issuance to which said Fund has been pledged. However, at least six (6) months prior to the transfer of said Fund balance to the Agency or City, as the case may be, Agency or City, as applicable, shall deliver written notice to Participant of such intent. In the event of receipt of written notice from Participant within sixty (60) days after the receipt of the Agency' s notice objecting to such transfer due to outstanding Costs of the Project to be paid, Agency or City, as applicable, shall hold back a reasonable reserve for said Costs equal to not less than one hundred fifty percent (1500) of the claimed amount until such matter has been resolved by mutual agreement of the Parties or a final Court determination. (v) Except as provided in Section 10 below, nothing herein shall require the Agency to (1) collect Tax Increment or TOT, or (2) deposit Net Tax Increment or Net TOT Increment into the respective Fund specified herein after the expiration of the Redevelopment Plan. 10 . State Seizure of Funds . As provided in Section 2 .g (iii) , a deduction may be made from Net Tax Increment on account of a payment made to the State of California pursuant to Health & Safety Code Section 33680 et seq. (Education Augmentation Fund) or other similar legislation, if all of the following conditions exist : (1) in making such payment to the State of California, the Agency shall first use Tax Increment available in the Project Area other than that derived from the Site and the Project, (2) the legislation must contain a so-called "poison pill" making the general fund monies of the City liable in the case there are insufficient Agency funds available, and (3) the payment from the Project Area shall not exceed the prorata share of all payments from all project areas of the Agency. In the event of such a deduction, the financing assistance with respect to contribution of Net Tax Increment provided hereunder shall be extended by up to ten (10) years past the duration of the Redevelopment Plan in order to reimburse the Participant . In such event, if at the end of the duration of the Redevelopment Plan Participant has not received reimbursement of all Costs of the Project, then deposits to the Project Net Tax Increment Fund will continue beyond the duration of the Redevelopment Plan, until the first to occur of the following: (a) repayment into the Project Net Tax Increment Fund in full, together with interest at the rate set forth in subpart 2 .b (xi) above, of the amount of payments made to the State, (b) the date that is 10 years after the termination of the Redevelopment Plan, or (c) payment of all Project Costs . B2\053\014084-00220007073.13 06/01/94 17 EXHIBIT "5" FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 3200 East Tahquitz-Canyon Way Palm Springs, CA 92262 Attn: Executive Director (Space Above This Line For Recorder' s Office Use Only) CERTIFICATE OF COMPLETION WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the "Agreement" ) dated , 199, by and between THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (hereinafter referred to as "Agency" ) , and (hereinafter referred to as "Participant" ) , Participant has redeveloped the real property (the "Site" ) , legally described on Exhibit 1 attached hereto and incorporated herein by reference, according to the terms and conditions of said Agreement; and WHEREAS, pursuant to Section 4 . 13 of the Agreement, promptly after completion of all construction work to be completed by Participant upon the Site, and upon request by Participant, Agency shall furnish Participant with a Certificate of Completion in such form as to permit it to be recorded in the Official Records of the County of Riverside; and WHEREAS,. the issuance by Agency of the Certificate of Completion shall be conclusive evidence that Participant has complied with the terms of the Agreement pertaining to the redevelopment of the Site; and WHEREAS, Participant has requested that Agency furnish Participant with the Certificate of Completion; and WHEREAS, Agency has conclusively determined that the redevelopment of the Site has been satisfactorily completed as required by the Agreement; and WHEREAS, the Agreement provided for certain covenants to run with the land, which covenants were incorporated in a Declaration of Covenants, Conditions and Restrictions (the "Declaration") ; F52\053\014084-0022\2099405. 05/27/94 NOW, THEREFORE: 1. As provided in the Agreement, Agency does hereby certify that redevelopment of the Site has been fully and satisfactorily performed and completed, and that such redevelopment is in full compliance with said Agreement. 2 . This Certificate shall not constitute evidence of Participant' s compliance with the Declaration, the provisions of which shall continue to run with the land. 3 . This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Participant to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance construction work on the Site, or any part thereof. Nothing contained herein shall modify in any way any other provision of said Agreement . 4 . This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093 . 5 . Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the Agreement or any other provisions of the documents incorporated therein. IN WITNESS WHEREOF, Agency has executed this Certificate as of this day of , 199 . THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By Executive Director F52\053\014084-0022\2099405. 05/27/94 -2- ATTACHMENT NO. 6 FORM OF ESTOPPEL CERTIFICATE Date Requested: Date of Certificate: On 1994, the Redevelopment Agency of the City of Palm Springs (the "Agency" ) , the City of Palm Springs (the "City" ) , and Canyon Development, a California General Partnership ( "Participant" ) , entered into that certain Owner Participation Agreement (the "OPA" ) . This Estoppel Certificate certifies that, as of the "Date of Certificate" set forth above: [CHECK WHERE APPLICABLE] [ ] I . The OPA remains binding and effective: [ ] 2 . The OPA has not been amended; [ ] 3 . The OPA has been amended in the following aspects : [ ] 4 . To the best of our knowledge, neither Participant nor any of its successors is in default under the OPA; [ ] S . The following defaults exist under the OPA: FS2\053\014084-0022\2007298.12 05/31/94 This Estoppel Certificate may be relied upon by an transferee or mortgagee of any interest in the property which is the subject of the OPA. THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By: Executive Director F52\053\014084-002=007298.12 05/31/94 ATTACHMEn7T "7" FREE RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS 3200 East Tahquitz-Canyon Way Palm Springs, CA 92262 Attn: Executive Director (Space Above This Line For Recorder' s Office Use Only) MEMORANDUM OF OWNER PARTICIPATION AGREEMENT By this Memorandum of Owner Participation Agreement, Canyon Development, a California General Partnership ( "Participant") , the Redevelopment Agency of the City of Palm Springs ( "Agency") and the City of Palm Springs ( "City") acknowledge that Participant, Agency and City have entered into that certain Owner Participation Agreement with respect to that certain real property as described on Exhibit A attached hereto and incorporated herein by reference which is owned or leased by Participant ( "Site" ) . The OPA was approved by the Agency on June 1, 1994 pursuant to Agency Resolution 932 and by the City on June 1, 1994 pursuant to City Council Resolution 18408 . IN WITNESS WHEREOF, Participant, Agency and City have executed this Memorandum as of this day of , 1994 . THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By Executive Director "Agency" ATTEST: Secretary (Signatures continued on next page) 0 APPROVED AS TO FORM: RUTAN & TUCKER By: Attorneys for the Redevelopment Agency of the City of Palm Springs CITY OF PALM SPRINGS By: Mayor Pro Tem "City" ATTEST: City Clerk APPROVED AS TO FORM: By: David J. Aleshire, City Attorney CANYON DEVELOPMENT, a California General Partnership By: ADLER CANYON PROPERTIES, a California Corporation Managing General Partner By: Its• By: Its- (Signatures continued on next page) -2- 0 • STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies) , and that by his/her/their signature (s) on the instrument the person (s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal . Notary Public [SEAL] STATE OF CALIFORNIA ) ss . COUNTY OF ) On before me, personally appeared personally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person(s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person (s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal . Notary Public [SEAL] -4-