AGREEMENTIoriFORMATION OF IVIELL04200S.COMMINITYTAMV riESDISTRICT NO.

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Indio Land Ventures, LLC, a Delaware Limited Liability Company (hereinafter referred to as "Surreal," and the City of Indio ("City") agree as follows: 1. Purpose of Agreement: SunCal has an approved project ("Terra Lap" or the "Project") for approximately 1484 residential units located within the City. Pursuant to City-approved.financial policies, :SunCal filed an applidation for-the City to form Mello-Roos Community Facilities Distiict 2004-3 ,.(the "CFTY) :and to :issue bonds -to finance for infrastructure improvements for 'the 'Project. Such policies provide for a written.agreement between the developer and the' 'City. In discussing the CFD, the parties have negotiated'4he 'mutual consideration for such,action by the City and the financial ..structure , of the special tax to becharged. Thepattiesmow havemet,and have readhed agreement as set out here and -as provided'y such policies. 2. Adoption .of CFD Formation 'and Bond Documents: City staff shall place on 'the City Donnell. agenda'for May .18, 2005, and recommend for approval, both the 'Revise& Resolution of Intention to Establish the CFD and the Resolution of Intention to Incur Bonded Indebtedness, set out in Exhibit A, attached. and incorporated. The Rate and Method:of-Apportionment for :the 'taxes .("RMA") is an exhibit to the 'Resolution of Intention and provides 'fortlome valuations .as -weltas-for a 1% 'escalator commencing 2007,08 for 5 years, such escalator to ,:be3utilized only as set -out in the RMA. The amount of this esdalator shall not serve as precedent' in any future 'agreement between the parties pursuant to approved City policies. 3. Water Capital Improvement Fees: In consideration of the CFD formation and issuance of bonds, SunCal shall pay to the City, from CFD proceeds, all water capital improvement fees for:the entire Project (Phase I:and'Phase II) at the rate of $3025.25/residential unit for the final number of units (now estimated at 1484) at the time of issuance:of the Phase L bonds. When the Phase sII bonds are issued, SunCal shall be reimbursed, without Mterest, from the, proceeds of the Masi. II bond issuance for the prepayment of themater capital improvement payments. 4. Payment of Other City Capital Improvement Fees: Except as to storm drain fees, SunCal shall pay all other capital impact fees for roads, parks (other than Quimby Act fees), traffic signals, and police and fire facilities at the time(s) set out in the applicable City ordinances; notwithstanding, in consideration of the benefits provided to City 1

by this Agreement, SunCal shall be credited with fee payments for all amounts in excess of those for capital improvement fees as adopted by City Ordinance Nos. 1422 and 1423 on May 4, 2005. It is the intention of the parties that based upon this credit SunCal will not owe or pay increased capital impact fees as set out here to the City for the duration of the Project. A. Notwithstanding the City's current storm drain fee of approximately $7000 pergross acre, as a result of its installation of storm drain facilities, SunCal shall pay storm drain fees in the amount of $500 per gross acres, payable upon application for building permits. 5. Provision of Fire Station on Dedicated Site: The conditions of approval of the Project require that SunCal donatf, a 2-acre fire station site. As additional consideration for the formation and funding of the CFD pursuant to this Agreement, the CFD shall fund a 3-bay fire station on that site, and will provide fire capital appurtenances as allowed under the applicable law and as designated by the Fire Department. The cost of such station shall not exceed $4 million to the CFD, of which $550,000 consists of fire capital facilities fees already owing by SunCal under Section 4 above and to be paid with proceeds of the CFD. 6. Dedication of Reservoir Site for the North Indio Pressure Zone: At such time as this reservoir facility has been designed by City and the design provided to SunCal, SunCal shall provide an appropriate legal or metes and bounds description and thereafter by grant deed shall convey to City the reservoir site shown on the August 24, 2004,11(C exhibit (Reservoir Option 1, elevation 200 serving the future North Pressure Zone). This requirement is for title only and no representation for use is made; City shall be responsible for any and all permits under MSHCP, if required. 7. Fluctuation of CFD Proceeds: The parties understand that positive or negative fluctuation in interest rates or home prices affects the proceeds of the CFD. Any increase in such proceeds will first be used to reimburse SunCal for a funding shortfall for eligible facilites up to $750,000. Thereafter, additional spendable proceeds shall be apportioned equally to capital projects designated by each party. Prior to the issuance of bonds for Phase II improvements, each party shall designate the capital facilities to be funded from such additional spendable proceeds. 8. Eligible Facilities: SunCal has installed a 24" water line in Golf Center Parkway which will be reimbursed with CFD proceeds and dedicated to the City. Upon formation and funding of the CFD, all existing reimbursement agreements between the City and SunCal entered into regarding such water line prior to such formation and funding date of this Agreement shall be of no further force and effect.
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9. Planning Area 9 Tentative Tract Map 32287: The potential re-entitlement of PA-9> of the Project will be reviewed separately from the existing entitlements under the Project and Will have .no impact on Project entitlements or this Agreement 10. Implementation of Agreement: The parties agree that they w undertake any additional acts that may be necessary or appropriate to give full force and effect to the - ti and intent of this <agreement 11. Attorneys' Fees: Each party to this agreement shall bear all attorneys' fees and costs arising from that party's own counsel in connection with this agreement, the matters'referred to herein, and all related matters. This patagraph shall be applicable to this entire agreement 12. Entire Agreement This agreement contains the entire -agreement :between the parties as to the dispute and any .and all other previous agreements, whether oral or written, as to those matters. No waiver of any tem or condition ofthis Agreement shall be a continuing :waiver Thereof.

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13. Governing Law: This Agreement is entered into, and shall be construed and interpreted in accordance with the laws of the State of California. 14. Effective Date: This Agreement shall be effective upon the date of execution by both parties. 15.Assignment: This Agreement may be assigned:only with the prior written consent of the other party. 16. No Third Party Beneficiary: This Agreement is for the benefit only of the parties hereto and is not enforceable by an entity claiming to be a third party beneficiary.

IN WITNESS WHEREOF, the parties authorized to do so have executed this Agreement as of the dates set out below

CITY:

Dated:

A I l'EST:

CITY CLERK SUNCAL:

GARY C. 'WILLIAMS Vice-President, SunCal Corp. Coachella Valley For Indio Land Ventures, LLC