2004-3 Area2 Deposit Reimburseagreement 9.20.2006.Xpdf

8/12/2019 2004-3 Area2 Deposit Reimburseagreement 9.20.2006.Xpdf

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ITY OF IND IOCity/Redevelopment Agency Agendas areAvailable on the web @www.indio.org

AGENDACity Council/Redevelopment Agency

Closed SessionAugust 2, 20065:00 p.m.

150 Civic Center Mall, Indio, CaliforniaCall to Order and ROLL CALL: hairman/Mayor Gene Gilbert

Vice Chair/Mayor Pro Tem Ben GodfreyAgency/Councilmember Melanie FesmireAgency/Councilmember Lupe Ramos WatsonAgency/Councilmember Michael H Wilson

PUBLIC COMMENT: This is the time set aside for public comment. if you wish to speak, please complete a request tospeak' form and limit your comments to three minutes (forms are located in the lobby of the Council Chamber). Please watch thetiming device on the podium.

ADJOURN TO CLOSED SESSION:The City Council/Redevelopment Agency shall convene in closed session, to consider the following matters: Conference with legal counsel pursuant to Government Code Section 54956.8: Under Negotiation:

The price and terms of payment as to a property interest: Property: 45-275 Oasis Street akaAssessor's Parcel Numbers 611-164-015; Property Owner/Negotiator: Irving Olsan; AgencyNegotiator: Steve Copenhaver, Redevelopment Agency Director

AGENDACity Council/Redevelopment Agency

August 2, 20066:00 p.m.

150 Civic Center Mall, Indio, CaliforniaCall to Order and ROLL CALL: hairman/Mayor Gene Gilbert

Vice Chair/Mayor Pro Tern Ben GodfreyAgency/Councilmember Melanie FesmireAgency/Councilmember Lupe Ramos WatsonAgency/Councilmember Michael H Wilson


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(40. of IndioCity Council/R1 ..1 Agouti.,August 2, 2006 continuedINVOCATION BY JEANNE MC LEODPLEDGE OF ALLEGIANCE

Presentations:Introduction of newly promoted officers: William Hall to Police Lieutenant; RandyLaValle and London Pickering to Sergeants (Brad Ramos, Police Chief)1 REPORT ON CLOSED SESSION2. CITY COUNCIL/AGENCY MEMBERSa. Reports and Information verbal if any)b. Authorize attendance at the League of California Cities Annual Conference

September 6-9, 2006 in San Diego, California and designate Voting Delegate andAlternate (Bridget Healy, Assistant City Manager) Recommendation: Approvec. One (1) appointment to the Park and Recreation Commission to fill vacancy createdby resignation of Debra Garza (Councilmember Melanie Fesmire)

Recommendation: Approve3. CITY MANAGER/EXECUTIVE DIRECTOR REPORTS AND INFORMATION4. UBLIC COMMENT This Is the time set aside for public comment on any matter not appearing on the agenda. If

you wish to speak, please complete a request to speak form and limit your comments to three minutes (forms are located inthe lobby of the Council Chamber). Please watch the timing device on the podium.

5 CONSENT CALENDAR Note: Consent Calendar items are considered to be routine in nature and will be approvedby one motion. Reading of text of Ordinances is waived and Ordinances are adopted as second reading, by title only. Publicrequests to discuss consent calendar items must be filed with the City Clerk before the consent calendar is called. This is thetime for any member of the public wishing to speak on a consent calendar item to do so. Any member of the public wishing tospeak shall have a total of three minutes to address any and all items on which he/she wishes to speak. Unless a consentcalendar item is pulled for discussion by a council member. there will be no further opportunity to discuss the matter. If aconsent calendar item is pulled for Council discussion and a member of the public then wishes to speak, he/she shall limitcomments to matters raised during the Council discussion.a. Payment of Warrants (Michael Busch, Finance Director) Recommendation:

Approveb. Second Reading: Ordinance No. 1473 authorizing the levy of a special tax

Community Facilities District 2006-01, Tract No. 32402 (Sonora Wells, D.R.Horton) (Jim Smith, Public Works Director) Recommendation: Waive readingof text and adopt ordinance as second reading by title onlyc. Second Reading: Ordinance No. 1474 authorizing the levy of a special tax

Annexation No. 39, Tract No. 30500 (S&D Indian Palms California, Ltd.) toCommunity Facilities District No. 2004-01 (Law Enforcement, Fire and ParamedicServices) (Jim Smith, Public Works Director) Recommendation: Waive readingof text and adopt as second reading by title only


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t of IndioCity Council/RD I. .1mtvoloAugust 2, 2006 continued

d. Authorize extension of MOU for the Fringe-Toed Lizard Habitat Conservation Plan(Ken Weller, Assistant City Manager) Recommendation: Approve

e. Authorize Amendment No. 1 to the Joint Powers Agreement of the Coachella ValleyConservation Commission Recommendation: (Ken Weller, Assistant City Manager)Recommendation: Approve

f. Approval of Final Tract Map for Tract No. 29496-5 (Outdoor Resorts) located atAvenue 48 between Jefferson Street and Young's Lane and accept SubdivisionImprovement Agreement and Bond (Jim Smith, Public Works Director)Recommendation: Approve

g. Approve purchase of a Hot Asphalt Patch Truck from Haaker Equipment Companyin the amount of 141,150 .00 (Jim Smith, Public Works Director)Recommendation: Approveh. Authorize Deposit and Reimbursement Agreement for the Terra Lago (SUNCAL)Improvement Area No. 2 (Jim Smith, Public Works Director) Recommendation:Approvei Award contract to Choctaw Contractors in the amount of 600,310.00 for the

construction of Storm Drain Improvements at Sun Gold Street at Indio Boulevard(Jim Smith, Public Works Director) Recommendation: Approve

J. Authorize advertisement for bids of the Phase 4 Street Rehabilitation ImprovementProgram (Jim Smith, Public Works Director) Recommendation: Approvek. uthorize Cooperative Agreement with the City of La Quinta for the installation

of traffic signal and inter-connector at Jefferson Street/Avenue 49 (Jim Smith,Public Works Director) Recommendation: ApproveAuthorize Purchase and Sale Agreement between the City of Indio and Alicia G.Chapa for the acquisition of property located west of Daisy Street and south ofGarden Avenue aka APN 614-130-014-0 (Dave lson, Human Services Manager)Recommendation: Approve

m.Author ize Purchase and Sa le Agreement between the Redeve lopm ent Agency o fthe City of Indio and David Hernandez for the acquisition of two parcels located at45-474 Towne Street (aka APN 611-212-007) and 45-550 Towne Street (aka APN611-212-008) both in the Downtown Core (Steve Copenhaver, CommunityDevelopment Director) Recommendation: Approven. Approve Coachella Valley Enterprise Zone application for Re-designation

(Steve Copenhaver, Community Development Director) Recommendation: Adoptresolution


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INDIOCITYCOUNCILAGENDAREPORT

CTYOPINDO

TO GlennDSouthard City ManagerFROM JimLSmithPirector ofEngneeringubcorksDAAugust 22 6SU3Jerra Lago Suncal development CFDResolutionSUMMARYA its July 2 2 5 meeting the Council adopted a Resolution ApprovingformationofCity ofIndio Community Facilities DstrictNo2 4 Terra LagoFhe Dstrict involves two separate Improvement AeasOn August 3 2 5 theCouncil adopted aResolution Authorizing Issuance ofCity of Indio CommunityFacilitiesDstrictNo2 4 Terra Lago Special Tax Bonds 2 5 ImprovementAreaNoand the Bvnds for Improvement AreaNo weresubsequently issuedonSeptember S5A the time offormation itwasexpected that the Districtwould issue bonds in 2 6 to finance certain public facilities wthin ImprovementAreaNoebonds for hnprovement AreaNo2when issuedwll be securedby Special Taxes leviedontaxable parcelswthnImprovement AreaNo2Suncal Companies is theMaster Developer of the property wthin Improvement AreaNo 2 The Master Developer would now like to begin the process of the CityCouncsonsideration of issuing special tax bonds for the development inImprovement AreaNo2The Master Developer has deposited5wth the City in order topay for theabsuiption study and appraisal required for issuance ofthe Improvement AreaNo2F3onds In order for the propertyownertobe reimbursed for suchamountswhen thebondsarcsubsequently issued the Citymustapprove a Deposit and ReimbursementFor city counegend ITEMNO 5h


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CFDNo2 43Terra LagoImprovementAreaNo2August22 6PAGE2

Reimbursement Agreement Under the Deposit and Reimbursement Agreemensuch amountsaretreated as a deposit When and ifbonds forImprovement AreaNo2areissued the consulting costswll be treated as a costofissuance and the deposwllbe reimbursed tothe propertyowneThe Counc wll now consider authorizing the agreement to allow thereimbursement ifand when the bondsareissued The proposed issuance of speciataxbonds for Improvement AreaNo wll be considered at a subsequent CouncimeetingSTAFFRECOMMENDATION

Staff recommends adopting theResolution Approving a Deposit and ReimbursemenAgreement in connection wth the Ciry of IndoCommunity Facilities DistrictNo2 4erraLago Improvement AreaNo2ANALYSIS

TheTerra Lago development consistsoftwo improvement areas corresponding wththe twodevelopment stages of the project Improvement AreaNo is expected tocontain 635 homes on approximately 36 acresand Improvement AreaNo2 isexpected to contain 849 homes on approximately 74 acres Homesites wthinImprovement AreaNo have been sold tomerchantbuildersTheMasterDevelopeis currently negotiating the sale ofproperty wthin Improvement AreaNo2 wthmerchant builders Construction ofmodels and the first ph se ofproduction homesin Improvement AreaNo2 isexpected tocommencein early 2 7

Inconnection wth Improvement AreaNo2special taxbondsareexpected tobeissued in December 2 6 An additionaloward the costofa fire stationwll be funded when the special taxbonds areissued for Phase 2 ofthe developmenmillion was lre dy funded from bond proceeds in Improvement Area NoFunding for water reservoir storage facilities wll also be included Staff is alsonegotiating wth theMaster developer for acontribution to the cost of certain watestorage facilities needed to serve the Terra Lago development An agreement toconstruct the fire station and water storage facilitieswll be reached prior toproceedingwth the issuance of taxbonds for Phase 2


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CFD No2 4 erra LagoImprovement AreaNo2August22 6PAGE 3Teproposed issuance of special tax bonds for Improvement Area No 2 isexpected tobe considered by the City Council in October 2 6 However inorder to be reimbursed for the costs incurred for any authorized purpose inconnection wth the issuance of the bonds a deposit and reimbursementagreement between theCity and theMaster Developer is requiredPrior tothe issuance ofthe Improvement AreaNo2 Bondsadeterminationwllbemade that the 849 homes tobe bultwthntheCFDcansupport the estimatedspecial taxes in theamountnecessary torepay this second seriesofbonds and thatsuch special taxdoesnotcausethe total effective tax rate including ad valoremtaxes theCtysFD payment for public safety and all other special assessmentstoexceed the maximum allowable rate of2fthe estimated purchase price ofhomes in theCFD It is estimated that the average special tax per house wll beor interior homes andor view lothomesFINANCALREVIEWApproval ofthis resolution does not in any way commit the City ofndio to anyfinancial contributionorliability torepay anybonded indebtedness issued by theCFDeCitysost toadminister the District annually wll be reimbursedthrough annual special taxescharged to propertyownesLEGAL REVIEWTheMlooosCommunity Facilities Actof 982 theAct provides clearauthority in section 533 8coi the initiation of the establishment ofcommunity facilities districts upon receipt by theCityofa petition requesting theinstitution ofproceedings by theownesofnot less thanofthe areaof landproposed tohe included wthn the dstricteCity formed the CommunityFacilitiesDstrict in2 5Section 53326b rovides that if there are less than registered voterscurrently wthin the proposed district the voteto levy a special tax shall be by thelandowners of the proposed district and each landowner shall have one voteforeach acreor portion ofanacreof land owned wthin the proposed district ThisAct clearly contemplated and wasprovided for the establishmentofdistricts forrawland developments


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DNo2 4 Terra LagoImprovement AreaNoAugust22 6PAGE 4

phis item has been revewed by Dou Hunt oPFlbright JaworslheCitysond counselPUBLICNOTICE PROCESSIs item has been noticed through the regular gend notification ProcessCopies ofthis report areavailable at the City Hall public counter and the ndioPublic LibraryALTERNATIVES

Determine not to adopt resolution approving deposit and reimbursementagreement in connectionwth Lnprovement AreaNo 2 ofthe Terra Lagodevelopment

Submitted by

LSmithPDrectorofGnginecringubcorks Fnancial Review5Michael P BuschManagement ServcesDirectorReveWdbyyDon Hunt and Counsel

Listof Attachments

AResolution Approving Deposit and Reimbursement Agreement


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ATTACHMENTARESOLUTONNO

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIOAPPROVINGADEPOSITANDREIMBURSEMENTAGREEMENTWHEREAS the City Council the Council of the City of Indio theCtyhas

determined to initiate proceedings to issue bonds for Improvement AreaNo2 of the City ofIndio Community Facilities DistrictNo2 4Terra Lago theCFDursuant to theMelloRoosCommunity FacilitiesAct of982as amended theAtand

WHEREAS Section 533 49 ofthe Act provides that atany time either beforeorafterthe formation of a community facilities district the legislative body may accept advances offunds from anysource including but not limited toprivate personsorprivate entities and mayprovide by resolution for the useofthose funds for any authorizedpurpose including but notlimited topaying any cost incurred by the local agency in creating acommunity facilitiesdistrictincluding the issuance ofbonds hhereby and

VOW THEREPOItE THE CTYCOUNCIL OF THE CITY OF INDIO DOESHEREBYRESOLVEDETERMINEANDORDER ASFOLLOWS

Sectionhe City Council hereby approves the Deposit and ReimbursementAgreement in substantially the form presented to the City Council at thismeeting TheMayorthe City Manager and the Finance Director arehereby authorized toexecute the Fee Deposit andReimbursement Agreement wth such revisions amendments and completions as shall beapproved by the officer executing the same such approval to be conclusively evdenced by theexecution and delivery thereof

Section 2 This Resolution shall take effect from and after the date of its passage andadoptionaua


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PASSED APPROVEDand ADOPTED this day of 2 6by the ftillowing votes

AYES

NOES

GENEGILBERTMAYOR

ATTEST

CYNTHAHERNANDEZCTYCLERKCMC

45X47J


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DEPOSITANDREIMBURSEMENTAGREEMENT

THS DEPOSITAND REIMBURSEMENT AGREEMENT this DepositAgreement dated as ofAugust 32 6for identification purposesonly is by and between theCity of Indio California theCtyand Tndio Land Ventures LLC aCalifornia limitedliability companytheOwner

RECTALSWHEREAS the City has createdacommunity facilitiesdistrict designatedCtyof fndio Community Facilities District No2 4erra Lago the Community Facilities

District under theMlooosCommunity Facilities Actof982 asamended theAtandWHEREAS Owner is the owneof the real property wthin the proposed

Community FacilitiesDistrict andWHEREAS the Owner has requested that the City initiate proceedings to issue

bonds for Improvement AreaNo of the Community FacilitiesDistrict theBondsandWHEREAS in accordance wth Citysolicy regarding use of the Act the

Owner is required to compensate the City for all costs reasonably incurred in the formationof theCommunity FacilitiesDistrict and issuance ofbonds for the Community Facilities District and

WHEREASSectio533 4fthe Act provides that at any time either beforeorafter the formation ofacommunity facilities district the legislative body may accept advancesof funds from any source including but not limited toprivate persons or private entities andmay provide by resolution for the useof those funds for anyauthorizedpurpose including butnot limited to paying any cost incurred by the local agency in creatingacommunity facilitiesdistrict including the issuance ofbonds thereby and

WHEREAS Section533 4fthe Act furtherprovides that the legislative bodymay enter into anagreement by resolution wth the person orentity advancing the funds torepay all or a portion ofthe fiords advanced as determined by the legislative body wth orwthout interest under all of the following conditions ahe proposal to repay the funds isincluded in both the resolution ofintention to establish acommunity facilities district adoptedpursuant to Section 5352 of the Act and in the resolution of formation to establish thecommunity facilities district pursuant to Section 53325 of the Act including the issuance ofbonds therebybny proposed special tax is approved by the qualified electors of thecommunity facilities district pursuant to the Act andcny agreement shall specify that if thequalified electorsofthe community facilities district donot approve the proposed special taxthelocal agency shall returnany fundswhich have not been committed for anyauthorized purposeby the timeof the election tothe personorentity advancing the funds and

WHEREAS theCity and theOwner desire to enter into thisDeposit Agreementin accordance wth Section 533 4ftheAct in order to provide for the advancement offundsby the Owner to be used to pay costs incurred in connection wth the issuance of the Bonds and


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to provide for the reimbursement to the Owner of such funds advanced wthout interest fromthe proceeds ofthe Bonds

NOWTHEREFORE for and in consideration of the mutual promses andcovenantsherein contained the parties hereto agree as folows

Section L TheDeposits andApplication Thereofa The Owner has previously deposited wth the City the amount of5the IntiaDeposit TheCty by its execution hereof acknowledges receipt of and acceptsthe Initial Depositb The Initial Deposit together wth any subsequent deposit required to bemade by the Owner pursuant to the terms hereofcollectively the Depositsare tobe used topay for any costs incurred for any authorized purpose in connectionwth the issuance of theBondsother than costs fees and expenses tobe paid directly out of the proceeds ofthe Bondsincluding wthout limitationihe fees and expenses ofany consultants to the City employedin connection wth the issuance of the Bonds including an engineer special tax consultantfinancial advisor bond counsel disclosure counsel and any other consultant reasonably deemednecessary oradvsable by the Ctyiihe costs of appraisals market absorption andofeasibility studies and other reports reasonably deemed necessary oradvsable by the City inconnectionwth the issuanceofthe Bondsiiieasonable charges for City staff time incurred inconnectionwth the issuance of the Bonds by the Community Facilities District including areasonable allocation ofCity overhead expense related thereto andivnyand all otheractualcosts and expenses incured by the City in connection wth the issuance of the Bondscollectively the IntiaCosts The City may draw upon the Deposits from time to time topay the Initial Costsc ft any time the unexpended and unencumbered balance of the Depositsis less thanhe City may request inwriting that the Ownermake anadditional depositin unamount estimated to be sufficient together wth any such unexpended and unencumberedbalance to pay for all Initial Costs TheOwner shall make such additional deposit wth the Citywthin twoweeks of the receipt by the Owner of the Citysritten request therefor If theOwner fails to make any such additional deposit wthnsuch twoweek period the City mayceaseali workrelated to the issuanceoftheBondsd The eposits may be commingled wth other funds of the City forpurposes of investment and safekeeping but the City shall at all times maintain accuratedetailed recordsas to the expendihire of theDepositsc The City shall provide the Owner wth awritten monthly summary ofexpenditures made from the Deposits and the unexpended balance thereof wthin ten businessd ys of receipt of the City of awritten request therefor submitted by the Owner The cost ofproviding any such summaryshall be charged to theDeposits

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Section2Return ofDeposits Reimbursementa As provided in Section533 4 f the Act the approval by the qualifiedelectors of the Community Facilities District ofthe proposed special tax to be leved therein is acondition to the repayment to theOwnerofthe funds advanced by the Owner pursuant heretoTherefore if the qualified electors of the Community Facilities District do not approve theproposed special tax to be leved thereon the City shall have noobligation to repay the Ownerany portion ofthe Deposits expendedorencumbered to pay Intia Costs In accordance wthSection 533 4 ftheAct ifhe qualified electors ofthe Community Facilities District do notapprove the proposed special tax to be leved therein the City shall return to the Owner anyportion of the Deposits which have not been expendedorencumberedto pay Initial Costs by thetimeofthe electionon said proposed special taxbproceedings for the issuanceofthe Bondsareterminated theCity shallwthnten business days after official action by the City orthe Community FacilitiesDistrict toterminate said proceedings return the then unexpended and unencumbered portion of theDeposits to theOwnerwthout interest

c Ifthe Bondsareissued by the Community Facilities District the City shallreimburse theOwner wthout interest for the portion oftheDeposits that hasbeen expendedorencumbered said reimbursement to be made wthin ten business days after the issuance ofsuchBonds solely from the proceeds ofsuch Bonds and only to the extentotherwse permitted underthe Act The City shall wthntenbusiness d ys after the issuance ofsuch Bonds return thethen unexpended and unencumbered portion ofthe Deposits to the Owner wthout interest

Section 3Abandonment of Proceedings The Owner acknowledges and agrees thatthe issuanceof the Bondsshall be in the sole discretion oftheCty Noprovision ofthisDepositAgreement shall be construed as an agreement promse orwarranty of the City to issue theBonds

Section 4 Deposit Agreement Not Debt orLiability ofCty As provided inSection 533 49bf theAct this Deposit Agreement does not constituteadebtorliability oftheCty but shall constitute adebt and liability ofthe Community FacilitiesDistrict The Cityshall not be obligated to advance any of its own funds to pay Initial Costsorany other costsincurred in connection wth the issuanceoftheSonds No memberof the City Council oftheCity and no officer employee or agent ofthe City shall to any extent be personally liablehereunder

Section 5 Notices Any notices requests demands documents pprov ls ordisapprovals given or sent under thisDeposit Agreement from oneParty toanother collectivelyNoticesmay be personally delivered transmitted by facsimile FAX transmission ordepositwth the United States Postal Servce for mailing postage prepaid to the address of the otherParty as stated in this Section and shall be deemed to have been given orsent at the timeofpersonal delivery or FAX transmission or ifmailed seventywours following the date ofdeposit in the courseof transmission wth the United States Postal Service Notices shall be sentas follows


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oCryCity ofIndioAtnFnanceDirector Cvic Center MallIndio CA 922FAXNo 763459IftoOwnerIndio LandVentures LLCcounCal Companies IncAtnGaryWlliams426GolfCenter ParkwayIndio CA922 3FAXNo767754 3

Each such notice statement demand consent approval authorization offer designationrequest orother communication hereunder shall be deemed delivered to the party to whom it isaddressed aif personally served ordelivered upon delivery bfgiven by electroniccommunication whether by telex telegram or telecopier upon the senderseceipt of anappropriate answcrbackor otherwritten acknowledgementcfgiven by registeredorcertifiedmail return receipt requested deposited wth the United States mail postage prepaid 72 hoursafter such notice is deposited wth the United States maildfgiven by overnight courier wthcourier charges prepaid 24 hours after delivery to said overnight courier orefgiven by anyothermeansupon delivery at the address specified in thisSection

Section6California LawThis Deposit Agreement shall be governed and construedin accordance wth the laws of the State ofCaliforniaThe Parties shall be entitledto seek anyremedy availableat law and in equity Al legal actions must be instituted in the SuperiorCourtof the County ofRiverside State of California in anappropriate municipal court in RiversideCountyor in the United StatesDistrict Court for the District ofCalifornia in which RiversideCounty islocated

Section7Successorsand ASSIEIIS This Deposit Agreement shall be binding upon andinure to thebenefitofthe successorsand assigns ofthe parties hereto

tiection8Counterparts This Deposit Agreement maybe executed in counterpartseach ofwhich shall be deemed anoriginal and all ofwhich shall constitute but one and the samensumen

Section9OherAgreements The obligationsofthe Owner hereundershall be thatofaparty hereto Nothing herein shall be construed as affecting the CitysrOwnersights orduties to perform their respective obligations under other agreements use regulations orsubdivsion requirements rel ting to the development This eposit Agreement shall not confer

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any additional rights orwaive any rights given by either partyhereto under any developmentorotheragreement to which they areaparty

Section Ttles andCaptions Ttles and captions are for convenience of referenceonly and do notdefine describeorlimtthe scopeorthe intent of thisDeposit Agreementorofany ofits terms Reference to section numbers areto sections in thisDeposit Agreement unlessexpressly stated otherwse

Section Interpretation As used in thisDeposit Agreement masculine feminineorneuergender and the singularorplural number shall each be deemedto include the others whereandwhen the context sodictates The word including shall be construedasiffollowed by thewords wthout limtation This Deposit Agreement shall be interpreted as though prep redjointly by both Parties

Section 2NoWaver A waiver by either Party ofabreach ofany ofthecovenantsconditionsoragreements under thisDeposit Agreement to be performed by the other Party shallnot be construed as a waiver of any succeeding breach of the same orother covenantsagreements restrictions or conditions ofthisDepositAgreement

Section 3 Modifications Any alteration changeormodification oforto thisDepositAgreement in order tobecomeeffective shall bemade inwriting and in each instance signed onbehalfofeach Party

Section 4 Severability Ifany term provision condition or covenant ofthis DepositAgreementorits application toanypartyorcircumstances shall be held toanyextent invalidoruncarforccablc the remainder of this Deposit Agreement or the application of the termprovision condition or covenant to persons or circumstances other than those as to whom orwhich ii is held invaidorunenforceable shall notbeaffected and shall bevalid and enforceableto the fullest extent permtted by law

Section 5 Leeal Advce Each Party represents and warrants to the other thefollowing they have carefully read this Deposit Agreement and in signing this DepositAgreement they do so wth full knowledge of any right which they may have they havereceived independent legal advce from their respective legal counsel as to thematters set forthin this Deposit Agreement orhave knowingly chosen not to consult legal counsel as to themattersset forth in thisDeposit Agreement and they have freely signed thisDeposit Agreementwthout any reliance uponany agreement promise statementorrepresentation byoronbehalfofthe otherParty or their respective agents employees orattorneys except as specifically setforth in thisDeposit Agreement andwthout duress orcoercionwhether economicorotherwse

Section 6 Cooperation Each Party agrees to cooperate wth the other in thistransaction and in that regard to sign any and all documents which may be reasonablynecessary helpful orappropriate tocarryout the purposes and intent ofthisDeposit Agreementincluding but not limitedtoreleases oradditional agreements

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Section 7 Conflicts ofInterest Nomember official oremployee ofCity shall haveany personal interest direct orindirect in thisDeposit Agreement norshall any such memberofficial or employee participate in any decision relating to theDeposit Agreementwhich affectshispersonal interestsorthe interests ofany corporation partnershiporassociation inwhich he isdirectly or indirectly interested

INWTNESSWHEREOFthe Parties have executed thisDeposit Agreement as of thedate set forth onthe first pagehereof

CITYOFINDIO

ByTtle

INDIO LANDVENTURES LLCaCalifornia limited liability company

Byts

6

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