whyndham tot tax agreement with city of indio

7/29/2019 Whyndham Tot Tax Agreement With City of Indio

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SECOND AMENDMENT TOTRANSIENT OCCUPANCY TAX AGREEMENTCity of Indio, CaliforniaTHIS SECOND AMENDMENT TO TRANSIENT OCCUPANCY TAXAGREEMENT (the "SECOND AMENDMENT"), made and entered into as of this 3" day of December 2008, by and between the undersigned parties, amends and modifies

that certain "TRANSIENT OCCUPANCY TAX AGREEMENT" dated March 9, 2004by and between the CITY OF INDIO, a California municipal corporation ("City"),TRENDWEST RESORTS, INC., an Oregon Corporation ("Trendwest"),WOLRDMARK, THE CLUB, a California nonprofit mutual benefit corporation thatowns and operates resorts marketed by Trendwest ("WorldMark"), and WESTERNPACIFIC RESORT DEVELOPMENT, a California general partnership ("WesternPacific"), (the "AGREEMENT"), as said AGREEMENT was first administrativelyamended and clarified as to a non-monetary matter pursuant to AGREEMENT Section11(i) by and between City and WYNDHAM RESORT DEVELOPMENTCORPORATION, an Oregon Corporation that has served as Trendwest's supersedingcorporate identity for all business purposes since December 14, 2006 ("Wyndham") viathat certain "AMENDMENT TO TRANSIENT OCCUPANCY TAX AGREEMENT"dated June 17, 2008 (the "FIRST AMENDMENT"). This SECOND AMENDMENT,like the FIRST A ME ND ME NT, is prepared and executed pursuant to Section 11(i) of theAG REEM ENT, but the parties hereto are City and W estern Pacific.

RECITALSA. City and Western Pacific (each a "Party," in the aggregate the "Parties")understand and agree that the Western Pacific Trigger Date as defined by theAGREEMENT has been delayed by factors beyond said Parties' control or influence.The impact of this delay is that absent an amendment to the AG REEM ENT as amended

by the FIRST AMENDMENT (the "AMENDED AGREEMENT"), Western Pacific'senjoymen t of its share in the AG REE ME NT 's benefits arising from the Project's successwill he delayed.B. Neither of the Parties views this delay as equitable. This issue hasnecessitated the negotiation and execution by the Parties of this SECONDAMENDMENT to the AMENDED AGREEMENT.C. The unde rsigned Parties are in agreement as to the following m atters:

The FIRST AMENDMENT represented a necessary and properaccomm odation of Wyndham as to the timing of the payments dueto W yndham as the lawful successor in interest to Trendwest vis avis the AGREEMENT, properly considered and approved underSection 8(c) of the AGREEMENT in a manner consistent withSection 8(e) of the AGREE MEN T.

Second Amendment to Transient Occupancy Tax AgreementWestern Pacific Resort DevelopmentPage 1 of 6590071.6


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ii . The Parties intend this SECO ND AM END ME NT to accelerate thecomm encement of City's issuance of the W estern Pacific Paymentswithout augmenting the AGREEMENT'S aggregate benefit toW estern Pacific as it may be reasona bly anticipated.

D. T he undersigned Part ies have presented a true and correct copy of thisSECO ND AM ENDM ENT to Wyndham not less than one week prior to itsexecution.NO W , THE REFO RE, in consideration of the recitals, covenants, agreements andstipulations contained herein, and other valuable consideration the receipt and sufficiencyof which are hereby acknow ledged, the undersigned parties do agree as follows:

1. Substance of Amendment - Recitals Incorporated, Definitions, Continued BindingForce of Agreement, Effective Date. The recitals set forth above are true and correct andhave been relied upon by the undersigned parties as a m aterial inducem ent to enter thisSECO ND AM END M ENT ; as such, a ll recitals above are hereby incorporated herein bythis reference. Each capitalized term not defined h erein shall have the meaning ascribedto it in the AGREE M EN T. Except as herein expressly modified, and excluding Sections12 and 13 reflected in the FIRST AM END ME NT but irrelevant to any W estern Paci ficconcern, a l l of the provisions of the AM END ED AGREE ME NT, are hereby ratif ied andconfirmed and rem ain in ful l force and effect . This SECO ND A ME NDM ENT has beennegotiated, prepared a nd executed by a nd between C ity and W estern Paci fic , by theirrespective duly authorized representatives, per Section 11(i) of the AGRE EM EN T. Eachof the undersigned understands and agrees that a condition precedent to this SECONDAM END MEN T being binding and effective by and between them is the appro val of thisSECO ND AM END ME NT by City's City Council.2. New Section 14. Section 14 is added to the AME NDED AGREEMEN T,and betw een the undersigned parties only, as follows:"14. Western Pacific Payments. The following provisions insure WesternPacific's receipt of the Western Pacific Payments in a manner acceptable to theundersigned parties.(a) "Western Pacific Trigger Date" Redefined. The term "W estern PacificTrigger Date" is hereby redefined by and between the undersignedParties, notwithstanding any provision of the AMENDEDAGRE EM EN T or part thereof to the contrary, as follows: The date ofthe last Ci ty quarterly payment to W yndham un der the AM END EDAGREEMENT, i.e., the date upon which the aggregate City payments

to Wyndham under the AMENDED AGREEMENT total the fullamount of the Wynd ham Paym ent.Second Amendm ent to Transien t Occupancy Tax AgreementWestern Pacif ic Resort DevelopmentPage 2 of 659007u


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(b)"Western Pacific Payments" Redefined. The term "Western PacificPayments" is hereby redefined by and between the undersignedParties, notwithstanding any provision of the AMENDEDAGRE EM EN T or pa rt thereof to the contrary, as follows: Quarter lyCi ty paym ents of a percentage of Projec t TOT to W estern Pac i f ic asdefined herein; a cond ition pre cedent of City's obligation to mak e anyW estern Pacific Paym ents hereunder shal l be City's payment in ful l ofthe Wyndham Payment.

(c) Total of Western Pacific Payments. The total of the Western PacificPayments shall be exactly two million six hundred thousand dollars($2,600,000.00) unless the City, for any reason apart from a Citybreach of this SECOND AMENDMENT, fails to make the WesternPacific Paym ents as due hereunder in their entirety by the Term inationDate.

(d) First Western Pacific Payment. City shall make the first WesternPacific Paym ent to W estern Pacif ic within sixty (60) days of the end ofthe first full quarter after the W estern Pacific Trigger Date.(e) Subsequent Western Pacific Payments.ity shall issue eachadditional/subsequent Western Pacific Payment due and payable toW estern Pacific on a quarterly basis, within sixty (60) days of the endof the each quarter (the "Western Pacific Payment Du e Date").(f) Am ount W estern Pac i f ic Paym ents, Account ing Data . Each W esternPacific Payment shall be equal to forty-five percent (45%) of the

aggregate Project TOT revenue received by City during the quarterpreceding the Western Pacific Payment in question. City shall,concurrent with issuance of each Western Pacific Payment, provideWestern Pacific with supporting documentation as to the amount ofeach W estern Pacif ic Paym ent , i.e, a record reflecting gross qua rterlyProject TOT co llected.

(g) Last W estern Pacif ic Payment . The am ount of the last Western PacificPayment shall be reduced, dollar for dollar, to insure that WesternPacific does not receive more than an aggregate total of two millionsix hund red thou sand d ollars ($2,600,000.00). City shall make the lastW estern Pacif ic Paymen t on the earlier of the following dates:

(1) The first Western Pacific Due Date after the TerminationDate, agreed by the u ndersigned parties to be Au gust 1, 2017.

Second Amendm ent to Transient Occupancy Tax AgreementWestern Pacific Resort DevelopmentPage 3 of 6590071.6


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(2) The Western Pacific Due Date when the aggregate WesternPacific Payments m ade to W estern Pacific totals two millionsix hundred thousand dollars ($2,600,000.00).(h) Conflicts with AM END ED AG REEM ENT . To the extent, if any, that

this SECOND AMENDMENT may be deemed to conflict with anyprovision of the AME NDED AG REEM ENT, including but not limitedto Section 8(f) thereof, this SECON D A ME ND MEN T shall supersedeand control.3.ew Section 15. Section 15 is added to the AMENDED AGREEMENT, as byand betwe en the undersigned parties only, as follows:"15. Western Pacific Acceptance, Agreement and Ratification of AMENDEDAGREEMENT. Although Western Pacific was not a necessary party to the FIRSTAMENDMENT, Western Pacific now hereby accepts, agrees to and ratifies the entireAMENDED AGREEMENT, excluding Sections 12 and 13 reflected in the FIRSTAMEN DMEN T, as the updated foundation for this SECOND AM ENDM ENT.4.ew Section 16. Section 16 is added to the AMENDED AGREEMENT, as byand betw een the undersigned parties only, as follows:"16. Indemnification, Waiver & Release.(a) Western Pacific now hereby unilaterally covenants to defend, holdharmless, indemnify and reimburse City and/or any of its agenciesagents, appeals boards, attorneys, employees, instrumentalities,legislative bodies, officers or officials (in the aggregate,

"Indemnitees") as to any and all liabilities, demands, claims, actions,or proceedings, whether actual or threatened, including by way ofexample but not exclusion proceedings of an administrative orregulatory nature, such proceedings as may be associated withalternative dispute resolution, or such action as may be approved bythe voters of the City, ("Indemnified Claims") to the extent that anyIndemnified Claim arises or is alleged to arise from, in whole or inpart, or is related to any aspect of this SECOND AMENDMENTand/or the AM END ED A GRE EME NT or the facts and circumstancesunderlying the negotiation and execution of same.

(b) Western Pacific's promise to hold harmless, indemnify and defendCity and/or its Indemnitees, as specified above in Section 16(a)includes but is not limited to the Western P acific's specific covenant topay reasonab le fees for legal counsel and/or any experts or consultants("Defenders") deemed necessary by City. City, in an exercise of itssole discretion, has the absolute right to unilaterally select any and allDefenders.Second Amendment to Transient Occupancy Tax Agreement

Western Pacific Resort DevelopmentPage 4 of 6

590071.6


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W estern Pacif ic Init ials

(c) W estern Pacif ic intends , understands and agrees that this Sect ion 16shal l be a waiver , re lease and sett lemen t that bars and prec ludes anyand all claims, dem and s, rights, l iabilities and cau ses of action, actualor potential, to which W estern Pacific may be or allegedly be entitled,based in whole or in part up on any City actions or omissions aris ingfrom or in any way related to any aspect of this SECONDAMENDMENT or the AMENDED AGREEMENT, or the City'srequest for the indemnification, waiver and release specified in thisSect ion 16 ("Claims") . Western Pacif ic and the City understand an dagree that Claims waived and re leased un der this Sect ion 16 inc ludebut are not limited to any potential Western Pacific challenge to thesufficiency of the Western Pacific Payments. However, said waivedand re leased Claim s do not inc lude any p otent ial or future Claim byWestern Pacific arising from or related to City's obligation to makesuch payments as provided in this SECOND AMENDMENT or theA M E N D E D A G R E E M E N T .

(d) W estern Pacif ic hereby waives and releases any and all Claims againstthe City and/or an y of its Indem nities; provided, however, that nothingcontained herein shall release or be deemed to release the City from itsobl igat ion to m ake the W estern Pacif ic Paym ents under this SEC ON DAMENDMENT or waive any economic benefit to Western Pacificunder th is SECOND AM ENDM ENT.

(e) Western Pacific's waiver and release provided in this Section 16extends to all claims that now exist or that may arise in the future,whether or not any such claim is known to, or should be known byW estern Pacif ic; furthermore, W estern Pacif ic hereby expressly waivesits rights under California Civil Code 1542, that provides as follows:"A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executing therelease, which if known by him must have materially/ affected hissettlement with the d ebtor."

SIGNATURES FOLLOW

Second Amendm ent to Transient Occupancy Tax Agreem entWestern Pacific Resort DevelopmentPage 5 of 65900916


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C yHernandez, City Clerk,Approved as to form:Wo odruf S radlin & Sm art, APC

Partner

auiring, PartnerWillSwank,rIN W ITNE SS W HE REO F, the undersigned Parties hereto have executed thisSECON D AM ENDM ENT as dated below."CITY"ITY OF INDIO,a California municipal corporationDate: December2008 Glenn S uthard, City ManagerAttest:Edward K otkm, City Attorney" W E S T E R N P A C I F I C "Date: November a) 2008 WESTERN PACIFIC RES a RT DEVELOPM ENT,a California GeneralipSecond Amendm ent to Transien t Occupancy Tax AgreementWestern Paci f ic Resort DevelopmentPage 6 o f 6


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AMENDMENT TOTRANSIENT OCCUPANCY TAX AGREEMENTCity of Indio, California

THIS AMENDMENT TO TRANSIENT OCCUPANCY TAX NGREEMENT("Amendment"), made and entered into as of this Mill day of a.i 2008, by andbetween the undersigned parties, clarifies that certain "TRANSIENT OCCUPANCYTAX AGREEMENT" dated March 9, 2004 by and between the CITY OF INDIO, aCalifornia municipal corporation ("City"), WYNDHAM RESORT DEVELOPMENTCORPORATION, an Oregon Corporation formerly known as TREND WEST RESORTS,INC., an Oregon Corporation ("Wyndham"), WOLRDMARK, THE CLUB, a Californianonprofit mutual benefit corporation that owns and operates resorts marketed byWyndham ("WorldMark"), and WESTERN PACIFIC RESORT DEVELOPMENT, aCalifornia general partnership ("Western Pacific"), (the "Agreement"), pursuant toSection 11(i) thereof.

RECITALSA. An issue has arisen between the undersigned parties to the Agreement as

to the timing of payments due to Wyndham under Section 8(c) of the Agreement.B. This issue has necessitated the negotiation and execution by the

undersigned parties of this Amendment (the Agreement as amended herein is referencedas the "Amended Agreement").

C. The undersigned parties are in agreement as to the following matters:

L Three million five hundred and fifty-eight thousand five hundreddollars ($3,558,500.00) shall remain the aggregate total amountdue and payable by the City to Wyndham under the AmendedAgreement (the "Wyndham Payment").

ii . Section 8(e) of the Agreement limits the source of the TrendvvestPayment and the Trendwest Difference Payment in a manner thatcauses the timing of the City's installments thereof, as specified inSection 8(c) of the Agreement, to be inconsistent with theAgreement's letter and spirit, and furthermore, neither practicablenor legally feasible.

Hi. Wyndham warrants, and the City accepts and acknowledges thatWyndham is the lawful successor in interest to Trendwest vis a visthe Agreement.

Amendment to Transient Occupancy Tax AgreementTrendwest/Wyndham

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iv. WorldMark and Western Pacific are not a parties to thisAmendment. WorldMark and Western Pacific retain all of theirrespective rights and benefits, and remain subject to all of theirrespective duties and obligations pursuant to the Agreement.

D. The undersigned parties have presented a true and correct copy of thisAmendment to Western Pacific not less than one week prior to its execution.NOW, THEREFORE, in consideration of the recitals, covenants, agreements and

stipulations contained herein, and other valuable consideration the receipt and sufficiencyof which are hereby acknowledged, the undersigned parties do agree as follows:1. Substance of Amendment - Recitals Incorporated, Definitions. Continued BindingForce of Agreement. The recitals set forth above are true and correct and have beenrelied upon by the undersigned parties as a material inducement to enter this Amendment;as such, all recitals above are hereby incorporated herein by this reference. Eachcapitalized term not defined herein shall have the meaning ascribed to it in theAgreement. Except as herein expressly modified, all of the provisions of the Agreement,as amended. are hereby ratified and confirmed and remain in full force and effect.2. New Section 12. Section 12 is added to the Agreement, as by and between theundersigned parties only, as follows:

"12. Warranties and Covenants re: Wyndham as Successor in Interest toTrendwest. Wyndham warrants and covenants that Wyndham is a lawful and validsuccessor in interest to Trendwest as contemplated by the Agreement."3. New Section 8(i). Section 8(i) is added to the Amended Agreement, as by andbetween the undersigned parties only, as follows:

"(i) Given the constraints of the Code and other applicable legalauthorities, and the Agreement's limitation upon the source and derivation of theTrendwest Payment and the Trendwest Difference Payment, if any, the undersignedparties understand and agree that City shall issue payments to Wyndham exclusivelyas follows. In order to fund such payments, City shall hold all Project TOT collectedin trust until due and payable hereunder.

(1) Within three (3) days of the undersigned parties' execution of thisAmendment, the City shall issue a lump sum check to Wyndham in theamount of nine hundred eight thousand ninety-four dollars and fifty-eight cents ($908,094.58) (the "Lump-Sum Check"). This amountrepresents all Project TOT collected since the Project's inceptionthrough and including March 30, 2008.


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(2) On a going forward basis, City make quarterly payments to Wyndham,funded exclusively by Project TOT, in the amount of one hundredpercent (100%) of all Project TOT within thirty (30) days after receiptof TOT funds. These quarterly payments shall continue until theaggregate Project TOT paid to Wyndham, inclusive of the Lump-SumCheck. equals three million five hundred fifty-eight thousand fivehundred dollars ($3,558,500.00). The undersigned parties agree thatthe amount of the City's last quarterly check shall be reduced in orderto insure that Wyndham ultimately receives this exact amount.

(3) The undersigned parties understand and agree that if the Project forany reason ceases to generate TOT revenue, payments to Wyndhampursuant to the Amended Agreement will terminate."

4.ew Section 13. Section 13 is added to the Amended Agreement, as by andbetween the undersigned parties only, as follows:

"13. Indemnification, Waiver & Release.(a) Wyndham now hereby unilaterally covenants to defend, hold

harmless, indemnify and reimburse City and/or any of its agencies agents, appealsboards, attorneys, employees, instrumentalities, legislative bodies, officers or officials(in the aggregate, "Indemnitees") as to any and all liabilities, demands, claims,actions, or proceedings, whether actual or threatened, including by way of examplebut not exclusion proceedings of an administrative or regulatory nature, suchproceedings as may be associated with alternative dispute resolution, or such actionas may be approved by the voters of the City, ("Indemnified Claims") to the extentthat any Indemnified Claim arises or is alleged to arise from, in whole or in part, or isrelated to this Amendment.

(b) Wyndham's promise to hold harmless, indemnify and defend Cityand/or its Indemnitees, as specified above in Section 13(a) includes but is not limitedto Wyndham's specific covenant to pay reasonable fees for legal counsel and/or anyexperts or consultants ("Defenders") deemed necessary by City. City, in an exerciseof its sole discretion, has the absolute right to unilaterally select any and allDefenders.

(c) Wyndham intends, understands and agrees that this Section 13shall be a waiver, release and settlement that bars and precludes any and all claims,demands, rights, liabilities and causes of action, actual or potential, to whichWyndham may be or allegedly be entitled, based in whole or in part upon any Cityactions or omissions arising from or in any way related to any aspect of the AmendedAgreement, or the City's request for the indemnification, waiver and release specifiedin this Section 13 ("Claims"). Wyndham and the City understand and agree thatClaims waived and released per this Section 13 include any potential Wyndham


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pradlin & Smart, APC

m Initials

challenge to the sufficiency of the Lump-Sum Check as it relates to City obligationsunder the Amended Agreement through the date of this Amendment's execution, butdo not include matters arising from or relating to the sufficiency of future quarterlypayments by City per Section 8(i)(2). Wyndham hereby specifically waives andreleases any and all Claims without limitation against City and/or any of itsIndemnitees.

(d)yndham's waiver and release provided in this Section 13, exceptas limited by Section 13(c), extends to all claims that now exist or that may arise inthe future, whether or not any such claim is known to, or should be known byWyndham; Wyndham hereby expressly waive their rights under California Civil Code1542, that provides as follows:"A general release does not extend to claims which the creditordoes not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must hav-g ateriallyaffected his settlement with the debtor."

IN WITNESS WHEREOF, the undersigned parties hereto have executed thisAmendment this MOday of Mf,ty, 2008."CITY"ITY OF INDIO,

a Californya muipal corporatiDate:2008 Glen So hardCity ManagerAtteCynthia Hernandez, City Clerk

Approved as to form:

Edward Kotkin, Esq.City Attorney, City of Indio

Additional Signatures Follow on Next PageAmendment to Transient Occupancy Tax AgreementTrenctwest/Wyndham

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RESORT DEVELOPMENTION

ice President

"WYNDHAM"

Date: May008Amendment to Transient Occupancy Tax Agreement

Trendwest/WyndhamPage 5 of 5576317.4


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TRANSIENT OCCUPANCY TAX AGREEMENTCity of Indio, C aliforniaTHIS TRANS I I-,NT OCCUPANCY TAX AQREEMENI ("Agreement")

is made and entered into as of this q")(6 day of /t,2001fby and betweenTRENDWEST RESORTS, INC., an Oregon corporation ("Trendwest"), WorldMark,The Club, a California nonprofit mutual benefit corporation which owns and operatesresorts marketed by Trendwest ("WorldMark"), WESTERN PACIFIC RESORTDEVELOPMENT, a California general partnership ("Western Pacific"), and THE CITYOF INDIO, A California municipal corporation ("City"). Trendwest, WorldMark,Western Pacific and the City may hereinafter be referred to individually as "Party" orcollectively as the "Parties."

RECITALS:

A. Trendwest and Western Pacific are developing, or intends todevelop, a vacation club resort (the "Project") on that certain 27.3 acre parcel of landidentified as Parcel 2 in Exhibit A attached hereto and demarcated on the site mapattached hereto as Exhibit B and made a part of this Agreemen t (the "Property").B. Trendwest and Western Pacific have entered into a written contractfor development and construction of the Project pursuant to which Trendwest is theown er and W estern Pacific is the developer and general contractor.C. Trendwest is a vacation sales and marketing company which

acquires resorts such as the Project and thereafter transfers those resorts to WorldMark inreturn for marketable vacation credits ("Vacation Credits") which authorize the ownerthereof to occupy and use units within the Project for limited periods of time based uponthe numb er of vacation credits purchased.

D. WorldMark is an association whose members have purchasedvacation credits from Trendwest allowing those members to occupy and use any of theresorts owned and operated by WorldMark. WorldMark's members pay annualmaintenance assessments ("Dues") to WoridMark based upon the number of VacationCredits owned.

E. Upon completion of the construction of the Project, Trendwest.will convey units in the Project to WoridMark for the use and benefit of WorldMark'smembers in the manner described above (referenced individually as a "Unit" or in theaggregate as the "Units").


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F. All Parties understand and agree that pursuant to Indio MunicipalCode 34.37, the City imposes a Transient Occupancy Tax ("TOT") on hotels andvacation club resorts similar to the Project.G. The City has determined that the Project will provide a publicbenefit as it will encourage tourism and contribute to the economic development of the

City, has approved the Project Design Review on June 25, 2003, and has modified pre-existing land use entitlements for the Property to conform to said entitlements to theProject on July 30, 2003 (the approval of said Design Review and modification of saidentitlements referenced in the aggregate as the "Approvals").

NOW, THEREFORE, in consideration of the recitals, covenants,agreemen ts and stipulations contained herein, and other valuab le consideration the receiptand sufficiency of which are hereby acknow ledged, the Parties do agree as follows:AGREEM ENT

1.onstruction and Use of Project. Trendwest and WesternPacific(referred to collectively as the "Construction Parties") agree to construct theProject on the Property in not more than three (3) phases in a manner consistent with theApprovals. (a) The Project as completed will consist of up to a maximumof four hundred and fifty-five (455) units, construction of same to be completed within aperiod of not-to-exceed eighty-four (84) months following the issuance of the first Citybuilding permit for the Project (the "Construction Period").(b) Notwithstanding the length of the Construction Period,

Trendwest and Western Pacific covenant that construction of the first phase of the projectincorporating not less than two hundred and twenty-eight (228) units ("Phase I"),together with all Project off-site improvements and the on-site infrastructure related toPhase I, including but not limited to roadways and parking areas, utilities, Projectrecreational amenities and common facilities, etc. (the "Phase I Improvements") will becompleted within a period of not to exceed thirty-six (36) months following the issuanceof the first City building permit for the Project.

(c) In the event that Trendwest or its designee seeks to alter itsdesign or construction plans after the City's building department has actually issued apermit in a manner which would require the City to again review that permit and/ormodify its permit approval resulting in a situation in which the City would typicallycharge for the costs incurred for that additional review and approval and/or inspections,Trendwest shall be responsible for paying such additional costs in addition to the costs setforth in Section 8 (b), below.

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(d) The life of any and each Trendwest permit, notwithstandingthe timing of Trendwest's payment of "Plan Review Fees" as set forth below in Section 8(a), shall not commence until such time as the City's building department actually issuesthe permit pursuant to its review and approv al process.

(e) Trendwest agrees to convey Units in the Project toWorldMark. WorldMark agrees to accept and operate the Units in accordance with theterms of this Agreement and the Approv als.

2. Application of the Code. The City hereby represents andWorldMark hereby acknowledges that the Code of Indio (the "Code") sets forthWorldMark's obligation to pay TOT and any applicable subsequent use fee levied by theCity in place or instead of the TOT. The Project is a "Hotel" and WorldMark is an"Operator" as defined in Code Section 34.36 and therefore shall be subject to the City'sUniform Transient Occupancy Tax Ordinance.

WorldMark hereby undertakes and accepts that TOT payments tothe City shall be determined by multiplying the Rent as defined herein attributable toeach Unit occupied during any given reporting period by the TOT rate set forth in theCode. The Units will remain subject to payment of the TOT until such time as the Codeis either repealed or amended such that the Units are no longer operated as a vacationclub or other type of transient occupancy use subject to the Code. Except as otherwisespecifically set forth in this Agreement, WorldMark and Trendwest, including allsuccessors and assigns thereof, agree to be bound by the provisions of the Code dealingwith TOT and any applicable subsequent use fee levied by the City in place or instead ofthe TOT, including without limitation, those Code sections pertaining to annualregistration certificates, penalties for delinquent payments, refunds, and violations. Inpaying any subsequent use fee applicable to the Units under the Code, the calculations ofRent set forth herein shall govern in the same m anner as for the TOT .

3. Rents and TOT Calculation. The daily rent ("Rent") on which theTOT rate is to be initially applied shall be equal to the amount of the Dues associatedwith the number of Vacation Credits required for a one (1) week stay at that particularUnit divided by seven (7). The Vacation Credit requirements set forth below in Section 5and the Dues structure set forth in Section 6, below will be used to calculate the Rent forthe initial year of occupan cy of a Unit.

Rent commencing on the first day of each successive yearthereafter shall be calculated by adjusting the base rent structure then in effect by theamount of the increase in the annual Consumer Price Index for all urban consumerspublished by the Bureau of Labor Statistics, United States Department of Labor for theState of California, Los Angeles/Riverside/Orange County California Region, over theindex for the next preceding year. The TOT payable to the City shall be determined bymultiplying the daily Rent attributable to each Unit occupied during any given reportingperiod by the TO T rate set forth in the Code.

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4.acation Credit Allocation. Each member will be entitled tooccupy the following types of units for one week for each specified number of VacationCredits owned:Vacation Credits - Peak-High/Low Seasonnit Type

7,000/5,0009,000/7,00011,000/9,00013,000/11,00018,000/16,000

Studio1 Bedroom2 Bedroom3 Bedroom3 Bedroom Penthouse

5.ues Structure. WoridMark members are charged Dues basedupon the number of Vacation Credits owned by the member. Dues are subject to changefrom time-to-time by the WorldMark board of directors. Since the date the Project willfirst be occupied and the Dues structure, which will be in effect at that time are uncertain,the Parties agree that the Dues to be utilized in calculating the Rent for the first year ofoccupancy shall be as follows:

Vacation Credits5,0005,001 to 7,5007,501 to 10,000

Dues$274357440

10,001 to 12,500 52 312,501 to 15,000 60615,501 to 17,500 68917,501 to 20,000 772

6.xample of Payment of Rent Calculation. Based upon the VacationCredits owned and the Dues structure set forth in Paragraphs 4 and 5, the Rent for astudio Unit Peak-High Season during the initial year of occupancy would be $51.00,calculated as follows: 7,000 Vacation Credits per week equals $357.00divided by 7 days, which equals $51.00 per night in Rent.Rent equivalency for the unit types at these rates would be as follows:Peak-High/Low Season

Studio $51.001 39.141 Bedroom 62.86/ 51.002 Bedroom 74.71/ 62.863 Bedroom 86.57/ 74.713 Bedroom Penthouse 110.29/ 98.43

per week in Dues,

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If Trendwest or WorldMark, including any successors or assigns ofeither of them, subsequently rents a Unit to the general public for a "per night" fee orcharge, the full amou nt of such rent shall be subject to the TOT provisions of the Code.

7.orldMark Return to the City. As required by Code Section34.41:(a) WorldMark, on or before the last day of the monthfollowing the close of each calendar quarter, or at the close of any shorter reporting

period which may be established by the City's "Tax Administrator" as defined in Section34.36 of the Code, shall make a return to said Tax Administrator, on forms provided byhim or her, of the total Rent and the amounts of tax collected for transient occupancies (a"Return").

(b) At the time WorldMark files its Return, WorldMark shallremit the full amount of the tax collected to the Tax Ad ministrator.(c) The Tax Administrator may establish shorter reporting

periods for WorldMark if he or she deems it necessary in order to insure collection of thetax and he or she may require further information in WorldMark's Return.

(d) WorldMark Returns and payments are due immediatelyupon cessation of business for any reason.(e) WorldMark shall hold all TOT collected in trust for theaccount of the City until payment thereof is made to the Tax A dministrator.(f) This Section 7 is not intended, and shall not be construed,to expand WorldMark's legal obligations to the City beyond those set forth in the Code.

8.bligations. In consideration of the construction and operation ofthe Project by Western Pacific, Trendwest and WorldMark respectively, and the City'sfacilitation of said construction and operation via this Agreement, the Parties agree asfollows: (a)s a condition precedent to City's performance of anyobligation pursuant to this Agreement, Trendwest shall prepay any and all City site planreview, building permit, plan check, and other fees in conjunction with the constructionof the entire Project (hereinafter referred to as "Plan Review Fees"). This conditionprecedent will require prepayment of one hundred percent (100%) of the Plan ReviewFees corresponding to all Project Units and facilities to be constructed, regardless ofphasing. Trendwest shall make this prepayment in full on or before December 31, 2004.The amount of the Plan Review Fees shall be as set forth in the fee schedule in placeduring November 2002.

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(b) Other than as set forth in Section 1 (c), above, no new oradditional fees beyond the Plan Review Fees will be imposed on the Project. Thislimitation does not apply to residential developm ent of the Property beyond the Project.(c) City shall make certain payments funded pursuant toSection 8 (e) below to Trendwest and, as set forth in Section 8 (f) below to WesternPacific, during the period commencing on the issuance date of the last certificate ofoccupancy associated with Phase I (the "Initiation Date"), and ending on the tenthanniversary of the issuance of the last certificate of occupancy in the project (the

"Termination Date"). In the aggregate, the payments detailed in this Section 8 (c) (1)through (3) inclusive are referenced herein as the "Trendwest Payment." In the aggregate,the payments detailed in this Section 8 (c) (5) through (7) inclusive are referenced hereinas the "Trendwest Difference Payment." The Trendwest Payment and the TrendwestDifference Payment shall be made as follows:

(1) On or before 30 days from the Initiation Date, theCity will pay Trendw est a sum equal to a prorated portion of $2,000,000.(2) On or before the end of the 12t h month following

the Initiation Date, the City will pay Trendwest a sum equal to a prorated portion of$1,000,000.(3) On or before the end of the 24t h month followingthe Initiation Date, the City will pay Trendwest a sum equal to a prorated portion of$558,500.(4) Each of the Trendwest Payment installmentsdescribed above shall be prorated based upon the ratio of Units with a certificate of

occupancy at the end of the Phase I to the maximum number of Units, for whichTrendwest purchased permits pursuant to Section 8(a) above (e.g., if Trendwest secures283 certificates of occupancy by the end of Phase I [62.2% of 455 Units], City will payTrendwest: (A) $1,244,000 [$2,000,000 x 62.2%] on or before 30 days from theInitiation. Date, (B) $622,000 [$1,000,000 x 62.2%] on or before the end of the 12t hmonth following the Initiation Date, and (C) $347,387 [$558,500 x 62.2%] on or beforethe end of the 24t h mon th following the Initiation Date).

(5) The Trendwest Difference Payment equals threemillion five hundred fifty-eight thousand five hundred dollars ($3,558,500) minus theTrendwest Payment. City shall pay Trendwest 56% of the Trendwest DifferencePayment on or before thirty (30) days after the issuance date of the last certificate ofoccupancy associated with the Project's last phase (the "Last Phase Conclusion Date").

(6) City shall pay Trendwest 28% of the TrendwestDifference Payment on or before the end of the 12t h month following the Last PhaseConclusion Date.

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(7) City shall pay Trendwest 16% of the TrendwestDifference Payment on or before the end of the 24 t h month following the Last PhaseConclusion Date.

(8) The Parties intend and agree that the sum of theTrendwest Payment plus the Trendwest Difference Payment shall in all events be equal tothree million five hundred fifty-eight thousand five hundred dollars ($3,558,500 ).(d) In the event that City funds are required to make any

installment of the Trendwest Payment or the Trendwest Difference Payment, i.e., anypayment specified in Section 8 (c) (1) through (3) inclusive and/or (5) through (7)inclusive ("Installment Funds"), are not available as specified in Section 8 (e) below onthe date the installment is due, City shall pay such Installment Funds to Trendwest withinthirty (30) days of the date when the Installment Funds become available as calculatedby City's Director of Finance in his or her reasonable discretion.

(e) City shall make the Incentive Payments and the WesternPacific Payments exclusively from revenues collected from the TOT payments collectedpursuant to this Agreement and the Code. City's payment in full of the IncentivePayments shall be a condition precedent to the Western Pacific Payments. This conditionprecedent shall apply regardless of payment of any portion of the Incentive Paymentsmore than twenty-four (24) months after the Last Phase Conclusion Date. However, tothe extent the TOT revenues do not completely fund the Incentive Payments obligation,City shall, to the extent permitted by the Code, use Plan Review Fees to make theIncentive Payments. Except as provided in this Section 8 (e), no portion of the IncentivePayments shall be paid from City G eneral Fund monies.

(f) After its payment in full of all installments of theTrendwest Payment and the Trendwest Difference Payment (referenced collectively asthe "Incentive Payments") from funds available pursuant to Section 8 (e) above, City willretain all TOT revenue received from the Project, until the point in time when 45% of theaggregate TOT revenue received by the City exceeds the total amount of the IncentivePayments, i.e., three million five hundred fifty-eight thousand five hundred dollars($3,558,500) (the "Western Pacific Trigger Date"). After the Western Pacific TriggerDate, and throughout the first year thereafter (the "Western Pacific Trigger Year"), Citywill pay to Western Pacific the difference between 45% of the aggregate TOT revenuereceived by the City and the total amount of the Incentive Payments, i.e., three millionfive hundred fifty-eight thousand five hundred dollars ($3,558,500). In all yearssubsequent to the Western Pacific Trigger Year continuing until the Termination Date,the City will pay to Western Pacific 45% of the annual TOT revenue received by theCity. The City payments to Western Pacific during the Western Pacific Trigger Year andthereafter are collectively referenced herein as the "Western Pacific Paym ents."

(g) Subject to Sections 8 (h) and 11 (g) below, Trendwestanticipates, based on its occupancy history at other resorts, that the Property will enjoyoccupancy averaging 75% or more from the date of the issuance of the final certificate of

7


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occupancy through the tenth anniversary thereafter. On the earlier of the date five (5)years after the Last Phase Conclusion Date or December 31, 2012, (the "TOT ReviewDate"), City will calculate whether the aggregate TOT revenue collected from the Project(the "Initial TOT Revenue") equals or exceeds four million three hundred thousanddollars ($4,300,000) (the "Initial TOT Projection"). If on the TOT Review Date, theInitial TOT Revenue is less than the Initial TOT Projection and Trendwest has receivedthe Incentive Payments, Trendwest shall within sixty (60) days of the TOT Review Date(the "TOT Refund Period") refund and pay City in full the difference between the InitialTOT Revenue and the Initial TOT Projection (the "TOT Refund"). The TOT RefundPeriod may be shortened or extended by mutual written consent of Trendwest and City.In executing this Agreement, Trendwest unconditionally guarantees its payment to Cityof the TOT Refund if circumstances described in this Section 8 (g) (apart from occupancynot averaging 75% or more from the date of the issuance of the final certificate ofoccupancy through the tenth anniversary thereafter) arise.

(h)n the event that Trendwest determines that completion ofthe Project is no longer economically viable, Trendwest may terminate the Project'sconstruction. If no portion of the Project is constructed, this Agreement shall be null andvoid and of no force or effect. However, in that event, to the extent Trendwest has notalready paid the City for such costs at the time it terminates the Project, Trendwest shallreimburse City for actual costs incurred as a consequence of City's consideration of allmatters related to the Approvals and this Agreement. In the event that Trendwest onlyconstructs Phase I consisting of approximately two hundred and eighty-three (283) Unitsor any portion thereof, then (A) the City shall be entitled to keep all Plan Review Fees tobe paid by Trendwest pursuant to this Agreement, (B) Trendwest shall not be entitled toreceive a any installments of the Trendwest Difference Payment set forth in Section 8 (c)above; and (C) the amount of Trendwest's guarantee of the TOT Refund as set forth insection 8 (g) shall be reduced from $ 4.3 million to $2.8 m illion.

9.ndemnification. To the fullest extent permitted by law, the Parties shallreimburse, indemnify, and hold the other Parties and their agents, employees, officers,elected officials, and directors, harmless from and against all claims, damages, losses,fines, penalties, judgments, awards and expenses, including but not limited to reasonableattorney's fees for counsel acceptable to the indemnified Party, arising out of or resultingfrom the indemnifying Party's breach of this Agreement or the indemnifying Party'snegligence or intentional misconduct (including any breach, negligence or intentionalmisconduct by independent contractors hired by the indemnifying Party).Trendwest further shall indemnify, hold harmless, and pay all costs for the defense of theCity, including fees and costs for special counsel to be selected by the City, regarding anyaction by any member of the vacation club resort challenging the validity of thisAgreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the termsof, or effects arising from this Agreement. City may make all reasonable decisions withrespect to its representation in any legal matter.

8


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10 .lternative Dispute Resolution. If a dispute arises between Cityand Trendwest WorldMark and Western Pacific (collectively "Developer" for thisSection 10 only) regarding the making, formation, interpretation, or performance of thisAgreement, City and Developer agree to adhere to the dispute resolution protocol asdelineated and explained herein.(a) NEGOTIATION: City and Developer will make a good faith effort to resolveany claim or issue as to this Agreement, through negotiation.(b) MEDIATION: If City and Developer cannot resolve such a claim or issue as tothis Agreement, through negotiation, then that claim or issue shall be the subject ofmediation, administered by a mediator.(c) LITIGATION (Limited): City or Developer may pursue an action at law or inequity, with respect to a claim or issue as to this Agreement, that has been subject tomediation, only as specified below.Any mediator administering proceedings pursuant to this Agreement shall be selectedfrom the roster of the Los Angeles, California office of the American ArbitrationAssociation, hereinafter "the AAA," and must be deemed acceptable by all involvedParties. Mediation pursuant to this Agreement shall be conducted pursuant to the AAA's"Commercial Dispute Resolution Procedures (Including Mediation and ArbitrationRules)" as amended and effective on July 1, 2002, or alternatively, such AAACommercial Mediation and/or Arbitration Rules as may supersede. The AAA OptionalRules for Emergency Measures of Protection shall apply to proceedings pursuant to thisAgreement. No mediator(s) shall have the power to make any award inconsistent with, orcontrary to the terms and provisions of this Agreement. A written settlement executed bythe Parties at mediation may be entered in any court having jurisdiction as to the issue asto this Agreement, in question. The costs and expenses of any Party that initiateslitigation to enforce such a written settlement, including but not limited to full reasonableattorney's fees of a prevailing Party identified as such in the written settlement, shall beborne and paid by the Party(ies) who do not prevail therein. The submission to mediationof any matter pursuant to this Section is hereby made a condition precedent to theinstitution of any action at law or in equity as to any issue as to this Agreement. No Partyshall institute an action at law or in equity, with respect to any matter subject tomediation pursuant to this Section 10 until after the completio of mediation.

Develop er Initials(Trendwest)

Develope r Initials(WorldMark)

Developer Initials(Western Pacific)

City In itials

9


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1 1 .iscellaneous.(a)eadings and Captions. The headings and captions in thisAgreement are for convenience only and shall not be referred to in the interpretation ofthis Agreement.

(b)efinitions. When used in this Agreement, the followingterms shall have the meaning set forth herein:(1) "Occupancy", for the purpose of calculating TOT,shall mean, as set forth in the Code, any twenty-four (24) hour period in which a unit isoccupied by an overnight guest, excluding occupancy for maintenance or resort business.(2) "Rent" for the purpose of calculating transitoccupancy tax for each night a Unit is occupied shall refer to the amount of daily rent asset forth and calculated in paragraphs 3, 4, 5, & 6 above , without regard to the timing oramount of monies actually paid to WorldMark by its members for Dues or otherwise.

(c)aiver. The failure of any Party to exercise any right orpower given it hereunder or to insist upon strict compliance with the terms of thisAgreement shall not constitute a waiver of that Party's right to demand exact compliancewith the terms hereof Waiver by a Party of any particular default by the other shall notaffect or impair its rights with respect to any subsequent defaults of the same or of adifferent kind; nor shall any delay or omission by a Party to exercise any rights arisingfrom any default affect or impair its right as to such default or any future default.(d)everance. Should any part of this Agreement be declaredinvalid or unenforceable for any reason, it shall be adjusted rather than voided, ifpossible, to achieve the intent of the Parties. If such part is determined to be invalidand/or unenforceable any remainder of such provision, and of the entire Agreement, shallremain in full force and effect.

(e)overning Law. This Agreement shall be construed underthe laws of the State of California.(0ttorneys' Fees. If legal action is commenced to enforce orto declare the effect of any provision of this Agreement, the prevailing Party (asdetermined by the court) shall be entitled to an award of reasonable attorney's fees andcosts incurred at trial, on appeal, on petition for review, or in any related bankruptcymatter. A Party shall also be entitled to reasonable attorney's fees and costs incurred toenforce or collect a judgment or award.

(g)orce Majeure and Uncontrollable Events. In the event thatan act of God, a strike, a lockout, labor trouble, an inability to procure materials, a failureof power, a riot, an insurrection, a war, or another reason of like nature, not the fault orwithin Trendwest's reasonable control (a "Disruption") results in Trendwest's incapacityto construct the Project at all, then this Agreement shall be null and void and of no force10


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or effect, In the event that a Disruption impacts this Project and Trendwest onlyconstructs Phase I consisting of approximately two hundred and eighty-three (283) Unitsor a portion thereof, then the City shall be entitled to keep all Plan Review Fees paid byTrendwest pursuant to this Agreement and Trendwest shall not be entitled to receive anyinstallments of the Trendwest Difference Payment set forth in Sections 8 (c) above.Furthermore, the amount of Trendwest's guarantee of the TOT Refund as set forth insection 8 (g) shall be reduced from $4.3 million to $2.8 million.

(h) Entire Agreement. This Agreement contains the entireagreement between the Parties. Any and all verbal or written agreements made prior tothe date of this Agreement are superseded by this Agreement and shall have no furthereffect. No modification or change to the terms of this Agreement will be binding on aParty unless in writing and signed by an authorized representative of that Party.

(i) Modification. This Agreement may not be modified exceptby written instrument executed by the Parties. To the extent that any disagreementregarding the semantics or format of this Agreement may arise among the Parties withrespect to any non-monetary issue, the Parties understand and agree that City's CityManager will negotiate on the City's behalf with the other Party involved in thedisagreement toward mutually acceptable clarifying amendments to this Agreement.

(j) Counterparts. This Agreement may be executed incounterparts, each of which shall be deemed an original but all of which taken togethershall constitute one and the same A greement.

(k) Authorization. The persons executing this Agreement onbehalf of the Parties hereby warrant that they have the authority and are duly authorizedand are duly authorized to execute this Agreement on behalf of the Party they purport torepresent and can bind that Party to this Agreem ent.

(1)ity Disclosure. The City's calculations as to any amountsreferenced in this Agreement (the "City Calculations") shall be reflected in public recordsmaintained by City in accord with applicable California law. Upon proper request ofTrendwest for records reflecting City Calculations, City shall comply with applicableCalifornia law as to the records' production. In all events, within fifteen (15) days of aTrendwest request for data as to City Calculations, the City shall make best efforts tocomp ly with such a request.(in)ecitals. The recitals set forth above are true and accurateand incorporated herein b y this reference. 11


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TRENDWEST RESan Oregon Corpora

DMARK, THE LLTB, a California

WESTERN PACIFICDEVELOPMEN , aGeneral Parts~lha E 1 1 1 F ' ' PartnerBy:Nonprofit Mutual BeneBy:Title: fit Corporation ATTEST:By: Cynthia HernandezDeputy City C lerkEdwad. KotkinCity AttorneyBIN WITNESS WHEREOF, this Transient Occupancy Tax Agreement has beenexecuted as of the day and year first above w ritten.CITY O F INDIO , a CaliforniaMunicipal CorporationBy:Michael H. Wilson, Mayor12


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EXHIBIT "A"PARCEL "2"LOT LINE ADJUSTMENT NO. 2002

THOSE PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7 AND THENORTHEAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8 EAST SANBERNARDINO MERIDIAN IN THE CITY OF INDIO, COUNTY OF RIVERSIDE,CALIFORNIA, MORE PARTICULARLY DESCRIBED' AS FOLLOWS:COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 7;THENCE S 89 36' 30" W ALONG THE SOUTH LINE OF SAID SECTION 7 A DISTANCEOF 1,182.41 FEET TO THE POINT OF BEGINNING;THENCE S 2339' 31" W A DISTANCE OF 47.73 FEET;THENCE N 66 20' 29" W A DISTANCE OF 2.56 FEET;THENCE NORTHWESTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVESOUTHERLY HAVING A RADIUS OF 60.00 FEET THROUGH AN ANGLE OF 85 06' 41"AN ARC LENGTH OF 89A3 FEET;THENCE S 28 32' 50" W A DISTANCE OF 121.59 FEET;THENCE SOUTHWESTERLY ALONG A CURVE CONCAVE SOUTHEASTERLYHAVING A RADIUS OF 450.00 FEET THROUGH AN ANGLE OF 14 36' 27" AN ARCLENGTH OF 114.73 FEET. (THE ENDING RADIAL BEARS N 76 03' 37" ));THENCE S 56 52' 20" W A DISTANCE OF 234.18 FEET;THENCE S 27 44' 27" E A DISTANCE OF 6235 FEET;THENCE SOUTHEASTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVEWESTERLY HAVING A RADIUS OF 400.50 FEET THROUGH AN ANGLE OF 40 18' 34"AN ARC LENGTHOF 281.76 FEET;THENCE S 12 34' 08" W A DISTANCE OF 143.70 FEET;THENCE SOUTHWESTERLY ALONG A CURVE CONCAVE NORTHWESTERLYHAVING A RADIUS OF 520.50 FEET THROUGH AN ANGLE OF 5 46' 20" AN ARCLENGTH OF 52.44 FEET;THENCE S 18 20' 28' W A DISTANCE OF 115.67 FEET;.THENCE SOUTHWESTERLY ALONG A CURVE CONCAVE NORTHWESTERLYHAVING A RADIUS OF 420.50 FEET THROUGH AN ANGLE OF 0 35' 54" AN ARCLENGTH OF 4.39 FEET;THENCE N 71 03' 38" W A DISTANCE OF 41.00 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLYHAVING A RADIUS OF 379.50 FEET THROUGH AN ANGLE OF 0 35' 54" AN ARCLENGTH OF 3.96 FEET;THENCE N 18 20' 28" E A DISTANCE OF 115.67 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONtAVE NORTHWESTERLYHAVING A RADIUS OF 479.50 FEET THROUGH AN ANGLE OF 5 46' 20" AN AF,CLENGTH OF' 48.3I FEET;THENCE N 126 34' 08" E A DISTANCE OF 143.70 FEET;THENCE NORTHEASTERLY AND NORTHWESTERLY ALONG A CURVE CONCAVEWESTERLY HAVING A RADIUS OF 359.50 FEET THROUGH AN ANGLE OF 26' 08' 46"


25/33

AN ARC LENGTH OF 164.05 FEET. (THE ENDING RADIAL BEARS N 76 25' 22" E);THENCE N 78 18' 15" W A DISTANCE OF 65.06 FEET;THENCE N 01 28' 46" E A DISTANCE OF 11.50 FEET;THENCE NORTHEASTERLY AND NORTHWESTERLY ALONG A CURVE CONCAVESOUTHWESTERLY HAVING A RADIUS OF 58.67 FEET THROUGH AN ANGLE OF67 58' 58" AN ARC LENGTH OF 69.61 FEET TO THE BEGINNING OF A REVERSECURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLYHAVING A RADIUS OF 167.36 FEET THROUGH AN ANGLE OF 20 18' 14" AN ARCLENGTH OF 59.31 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLYHAVING A RADIUS OF 697.70 FEET THROUGH AN ANGLE OF 8 04' 43" AN ARCLENGTH OF 98.37 FEET TO THE BEGINNING OF A COMPOUND CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLYHAVING A RADIUS OF 136.08 FEET THROUGH AN ANGLE OF 26 37' 19" AN ARCLENGTH OF 63.23 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLYHAVING A RADIUS OF 141.56 FEET THROUGH AN ANGLE OF 38 19' 35" AN ARCLENGTH OF 94.69 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLYHAVING A RADIUS OF 148.09 FEET THROUGH AN ANGLE OF 26 54' 28" AN ARCLENGTH OF 69.55 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLYHAVING A RADIUS OF 60.22 FEET THROUGH AN ANGLE OF 48 52' 22" AN ARCLENGTH OF 51.37 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLYHAVING A RADIUS OF 77.43 FEET THROUGH AN ANGLE OF 48 52' 22" AN ARCLENGTH OF 66.05 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEAS1ERLYHAVING A RADIUS OF 90.60 FEET THROUGH AN ANGLE OF 42 41' 07" AN ARCLENGTH OF 67.50 FEET TO THE BEGINNING OF A COMPOUND CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLYHAVING A RADIUS OF 3,717.93 FEET THROUGH AN ANGLE OF 0 23' 24" AN ARCLENGTH OF 25.31 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLYHAVING A RADIUS OF 98.28 FEET THROUGH AN ANGLE OF 33 41' 52" AN ARCLENGTH OF 57.80 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLYHAVING A RADIUS OF 133.56 FEET THROUGH AN ANGLE OF 30 07' 04" AN ARCLENGTH OF 70.21 FEET TO TH.E BEGINNING OF A COMPOUND CURVE;,THENCE NORTHWESTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVENORTHEASTERLY HAVING A RADIUS OF 218.25 FEET THROUGH AN ANGLE OF32 34' 04" AN ARC LENGTH OF 124.06 FEET TQ THE BEGINNING OF A COMPOUNDCURVE;THENCE. NORTHEASTERLY ALONG A CURV E CONCAV E., SOU THEAS TERL Y HAVING


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A RAD IUS OF 1104.65 FEET THROUGH AN ANGLE OF 5 06' 33" AN AR C LENGTH OF98.50 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHW ESTERLYHAVING A RADIUS OF 1735.87 FEET THROUGH A N ANG LE OF 3 39' 10" AN ARCLENGTH O F 110.67 FEET. THE ENDING RADIAL BEAR S S 85 57' 43" E;THENCE N 80 36' 16" W A D ISTANCE OF 98.81 FEET;THENCE N 33 01' 28" W A DISTANCE OF 137.65 FEET;THENC E S 72 13' 07" E A DISTANC E OF 15.23 FEET;THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVENORTHERLY HA VING A RADIUS OF 110.00 FEET THROUG H AN ANG LE OF 41 16' 21"AN ARC LENGTH OF 79.24 FEET;THENC E N 66 30' 32" E A DISTANC E OF 87.84 FEET;THENCE NORTHEASTERLY AND SOUTHEASTERLY ALONG A CURVE CONCAVESOUTHERLY HAVING A RADIUS OF 90.00 FEET THROUGH AN ANGLE OF 43 15' 23"AN ARC LENGTH OF 67.95 FEET;THENCE S 70 14' 05"E A DISTANCE OF 3.46 FEET;THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAV ENORTHERLY HAVING A RADIUS OF 85.00 FEET THROUGH AN ANGLE OF 44 48' 44"AN ARC LENGTH OF 66.48 FEET;THENCE N 64 57' 11" E A DISTANCE OF 4.96 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVINGA RADIUS OF 400.00 FEET THROUGH AN ANGLE OF 14 13' 26" AN ARC LENG TH OF99.30 FEET;THENCE N 79 10' 39" E A DISTANCE OF 0.03 FEET;THENCE NORTHEASTERLY AND SOUTHEAS1ERLY ALONG A CURVE CONCAVESOUTHERLY HAVING A RADIUS OF 175.00 FEET THROUGH AN ANGLE OF 21 21' 08"ANARC LENGTH OF 65.22 FEET;THENCE S 79 28' 15" E A DISTANCE OF 33.34 FEET;THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAV ENORTHWESTERLY HAVING A RADIUS OF 50.00 FEET THROUGH AN ANGLE OF59 07' 00" AN ARC LENGTH OF 51.59 FEET;THENCE N 41 24' 45" E A DISTANCE OF 67.20 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVINGA RADIUS OF 145.00 FEET THROUGH AN ANGLE OF 34 36' 39" AN ARC LEN GTH O F87.59 FEET;THENCE N 76 OF 24" E A DISTANCE OF 0.96 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE N ORTHWESTERLYHAVING A RADIUS OF 120.00 FEET THROUGH AN ANGLE OF 27 14' 54" AN ARCLENGTH OF 57.07 FEET;THENCE N 48 46' 30" E A DISTANCE OF 89.06 FEET;THENCE N 88 27' 19" E A DISTANCE OF 63.12 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLYHAVING A RADIUS OF 70.00 FEET THROUGH AN ANGLE OF 50 43' 47" AN ARCLENGTH OF 61.98 FEET;THENCE N 37 43' 32" E A DISTANCE OF 74.01 FEET;


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THENCE N 75 20' 06" E A DISTANCE OF 69.95 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONC AVE NORTHWESTERLYHAVING A RADIUS OF 100.00 FEET THROUGH A N ANG LE OF 43 00' 38" AN ARCLENGTH OF 75.07 FEET;THENCE N 32 19' 28" E A DISTANCE OF 2.89 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVINGA RADIUS OF 800.00 FEET THROUG H AN A NGLE O F 14 49' 48" A DISTANCE OF207.07 FEET. (THE END ING RA DIAL BEA RS N 42 50' 44" W);THENC E N 00 13' 01" E A DISTAN CE OF 77.71 FEET;THENCE S 67 43' 58" E A DISTANC E OF 523.77 FEET;THENC E S 36 29' 25" W A DISTANC E OF 788.92 FEET;THENCE S 19 33' 51" W A DISTANCE OF 5.00 FEET;THENCE SOUTHWESTERLY AND SOUTHEASTERLY ALONG A CURVE CONCA VEEASIERLY HAVING A R ADIUS OF 390.00 FEET THROUGH A N ANG LE OF 30 43' 31"AN AR C LENG TH OF 209.14 FEET. (THE ENDING RA DIAL BEARS S 78 50' 20" W);THENCE S 23 39' 31" W A DISTANCE O F 16.66 FEET TO THE POINT OF BEGINNING.


28/33

200' 400'00'200'600'ADJUSTED LOT LINE

PROPERTY "A"44

oe 3 30 00 09 1 PARCELSEE SHEET

00S 785'20*-C-R)

1182.41EXISTING LOT LINE

S 34.09'50"EcRI\N 76'03.37"W_CRI 96

128

00ao

797 5 7516

LANDMARK GOLF PARKWAYC 0

EXHIBIT "B"HEET 1 OF 6 SHELOT LINE ADJUSTMENT NO. 2002-

BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THENORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBMSCALE:" = 400'

SEE SHEETS 4, 5 & 6 FORANNOTATION TABLES

10

pro005 _ 8557'43"EIRj5 5

( 1 1 )ARCEL 20N 89'36'30"E 2664,21EXISTING 0LOT LINE 642 ADJUSTED LOT LINE0 o @5PROPERTY "B"

PARCEL 10CC0

PARCEL 1SEE SHEET 3

PROPERTY//

TO GOLF CENTER PARK WAY


29/33

t 250073

0075 iO3

410 5

400'CALE:

tAtilEITLOT LINE ADJUSTMENT NO. 2002-BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THENORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

2800ADJUSTED LOT LINE0

4- 24

0N 65'30'26' WT)

23

91920

75,279-1 -(ECR)ADJUSTED LOT LINE'0

0S7850. 2"141R).-

05'47.08" \i'i( r\91 ,1SR00PROPERTY "A"PARCEL 2SEE SHEET 100469 o38 1182.41 N 39%33'30"ELPL00dE3 'flTPARCEL 3ADJUSTED! LOT LINEc EXISTING LOT LINES 34.09'5(1"FlkN 76.0.3.37"WLRI6 S102

PARCEL 1PROPERTY "B"

12PARCEL 1PROPERTY "C"SEE SHEET 3

SEE SHEETS 4, 5 & 6 FORANNOTATION TABLES

200 40000'200'600'79ANDMARK GOLF PARKWAYa 0


30/33

SHEET 3 OF 6 SHEXHIBITLOT LINE ADJUSTMENT NO. 2002-

BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THENORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

PARCEL 3SEE SHEET 2ss

97_ 98SEE SHEETS 4, 5 & 6 FORANNOTATION TABLES

PROPERTY944 SCALE: 1" = 400'800' 1600'200'Mint*- MNNM ;0 200 400

N 65'30'26T)ADJUSTED LOT LINE

\)PARCEL 1

PARCEL 1PROPERTY "C"


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EXHIBIT "B" hi Lt. i 4 (..)- 6 SHLOT LINE ADJUSTMENT NO. 2002-BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THENORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

DATA0 DELTA/BEARING RADIUS LEN./DIST. TANGENT0N9'53'19"E 335.04 N 25'09'28"W 909.200 8'47'30" 1557.40 238.97 119.720N 33'56'58"W 918.89C D 2112'30" 1557.40 576,48 291.580N 55'09.28"W 373.610N 33'57'26"E 259.220N 89-59'19"W 1920.060N 89'3711"E 71.7310 5'49'25" 1232.40 125.26 62.690N 25-19'37"W 599.5012 40'00'00" 1155.37 806.60 420.520N 6519'37"W 747.828 2818'08" 773.69 382.18 195.070N 86'22'15"E 282.420 3618'40" 373.69 #236.83 122.54@ N 5719'05"W 187.550N 00`21'43"E 880.160N 00'00'25"E 1104.670N 88'00'32"E 1114.92(D 2415'30" 829.93 351.38 178.3663 N 67'43.58"W 1071.600 1717'28" 829.93 250.46 126.190N 00'04.28"W 529.57cy N 89'53.19"E 150.20C) N 671 4 3'58"W 34.590N 0013'01"E 77.7167:1r . . : 2 14'49'48" 800.00 207.07 104.110N 3219'28"E 2.890 43'00'38" 100.00 75.07 39.400N 75-20'06"E 69.950N 37'43'32"E 74.01'0 50'43'47" 70.00 61.98 33.190N 88'27'19"E 63.120N 48'46'30"E 89.0636 2714'54" 120.00 57.07 29.080 N6'01'24"E 0.9638 34'36'39" 145.00 87.59 45,180 N1-24'45"E 67.20CD 59'07'00" 50.00 51.59 28.360 N9'28'15"W 33.34 J42). - - - 21'21'08" 175.00 65.22 32.993 14'13'26" 400.00 99.30 49.9144 N 64"57'11"E 4.96


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-EXHIBIT/9HEET 5 OF 6 SHLOT LINE ADJUSTMENT NO. 2002-BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THENORTHWEST QUARTER OF SECTION 17, T5S, RBE, SBMDATA0 DELTA/BEARING RADIUS LEN./DIET. TANGENT0 44'48'44" 85.00 66 48 35.050 N 7014'05"W 3.46043'15'23" 90.00 67.95 35.680 N 66'30.32"E 87.840 4116'21" 110.00 79.24 41.430 N 7213'07"W 15.230 N 33'01'28"W 137.650 N 80'36'16"W 98.810 3'39`10" 1735.87 110.67 55.35

C) 5'06'33" 1104.65 98.50 49.280 32'34'04" 218.25 124.06 63.750 30'07'04" 133.56 70.21 35.930 33'41'52" 98.28 57.80 29.760 0'23'24" 3717.93 25.31 12.650 42'41'07" 90.60 67.50 35.4062 48'52'22" 77.43 66.05 35.1863 48'52'22" 60.22 51.37 27.360 26'54'28" 148.09 69.55 35.430 3819'35" 141.56 94.69 49.190 26'37'19" 136.08 63.23 32.200 8'04'43" 697.70 98.37 49.2766 20'18'14" 167.36 59.31 29.970 67'58'58" 58.67 69.61 39.560 N 0128.46"E 11,500N 7818'15"W 65.060 26'08'46" 359.50 164.05 83.480 N 12'34'08"E 143.700 5'46'20" 479.50 48.31 24.17C) N 18'20'28"E 115.670 0'35'54" 379.50 3.96 1.98C 7) N 71`03'38"W 41.000 0'35'54" 420.50 4.39 2.200 5'46'20" 520.50 52.44 26.24-0 40'18'34" 400.50 281.76 147.00C) N 27'44'27"W 62.75

92 N 56-52.20"E 234.1883 14'36'27" 450.00 114.73 57.6884 N 28'32'50"E 121.5985 85'06'41 60.00 89.13 55.09

N 66'20'29"W 2.561 N 23'39.31"E 64.398 30'4331" 390.00 209.14 107.159 N 19'33'51"E 5.00

94 N 36'29.25"E 788.92


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EXHIBIT "13'HEET 6 Z.'r 6 SHLOT LINE ADJUSTMENT NO. 2002-BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THENORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBMDATA0 DELTA/BEARING RADIUS LEN./DIST. TANGENT0N 67'43'58"W 112.45.0N 05'4417"E 292.640N 86'3516"E 150.840 26'49'21" 1070.00 500.91 255.130N 1218'38"E 153.720 43'31'32" 395.00 300.07 157.690 N7'45.36"W 53,400 N 70'43'36"W 122.080 4'36'43" 670.50 53.97 27.000 N 19'3610"E 198.880 28'26'53" 284.00 141.01 71.99

12 N 48'03'03"E 210.220 23'22'40" 420.50 171.57 87.000 N 24'40'23"E 240.300N 6519'37"W 41.000 23'22'40" 379.50 154.84 78.510282653" 325.00 161.37 82.38e 4"5.4" 629.50 53.73 96.88 N 84`05'36"W 97,010 N 67'32'08"E 61.040 7'44'52" 500.00 67.61 33.86c N 7517'00"E 11.70a 21'30'19" 200.00 75.07 37.98

N 53'46'41 "E 9.730 15'25'21" 300.00 80.75 40.62(11) N 6912'02"E 60.680 9'45'49" 100.00 17.04 8.54C O N 78'57'51"E 17.160 11'38'51" 600.00 121.97 61.20O N 67'19'00"E 12.400 43'29'47" 125.00 94.89 49.870 N 691113"W 31.570 2514'34" 200.00 88.11 44.780 N118.08"E 9.98i l D N 21'09'29"W 122.75to N4'53'21"W 155.350 N 33'25'33"W 48.460N3'39'31"E 47.73c o N 7910'39"E 0.03ID N 6743.58"W 523.770 N.3',39'31"E 16.660 N9"53'19"E 184.840 N 6743'58"W 400.79

whyndham tot tax agreement with city of indio

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