CFD2004-3 Trendwest TOT September2003 1stDocument

8/13/2019 CFD2004-3 Trendwest TOT September2003 1stDocument

1/24

RESOLUTION NO. 6732RESOLUTION OF THE CITY COUNCIL OF THE CITY OF INDIOCALIFORNIA APPROVING AN AMENDMENT TO THE TRANSIENTOCCUPANCY TAX AGREEMENT BETWEEN THE CITY OF INDIO ANDTRENDWEST RESORTS WESTERN PACIFIC RESORT AND WORLDMARK

WHEREAS, the City of Indio ( City ) and LB Hills Golf, LLC have enteredinto a First Amendment to Development Agreement 96-8-10 (the AmendedDevelopment Agreement ) for the development of a 455-unit Vacation Club( Vacation Club ) on a 27.3 acre parcel of land within the City; and

WHEREAS, on July 30, 2003 the City passed ordinances amendingSpecific Plan 96-8-7, Project Master Plan 96-8-10 (the ConformingEntitlements ) and the Amended Development Agreement in order to conformprior agreements and entitlements to the proposed Vacation Club in lieu of thepreviously-approved resort hotel; and

WHEREAS, the original hotel project along with its potential environmentalimpacts was the subject of an Environmental Assessment 96-8-370 adopted bythe City Council on December 18, 1996 (the Environmental Assessment ); and

WHEREAS, after review and assessment; staff has determined that thereare no new or additional significant environmental impacts which will result fromthe change in the project associated with this Amended Development Agreementand the Conforming Entitlements, that in fact, any significant environmentalimpacts associated with this project may be diminished vi the substitution of aVacation Club for a hotel, and that the Environmental Assessment should beconfirmed in taking this action; and

WHEREAS, in order to make this project financially feasible at this time,Trendwest has requested that the City share the transient occupancy tax that willbe collected from those who occupy and use the Vacation Club; and

WHEREAS, the City has determined that such sharing, on the terms andconditions set out in the Transient Occupancy Tax Agreement, attached heretoas Exhibit A and incorporated by reference herein, is in the best interest of theCity in order to generate tax revenue, stimulate resort development, and createjobs and business within the City.


2/24

CYNTHIA HERNANDEZDEPUTY CITY CLERK CMC

NOW THEREFORE THE CITY COUNCIL OF THE CITY OF INDIOCALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:

1. The Recitals set forth above are true and correct and constitute thefindings of the City Council regarding this agreement.

2. The Transient Occupancy Tax Agreement in Exhibit A is approved insubstantially the form set forth therein, with such revisions, amendmentsand completions as shall be approved by the City Manager, EconomicDevelopment Director and Finance Director, with the advice of the CityAttorney, such approval to be conclusively evidenced by the execution,upon delivery by the City Manager to the Mayor for the Mayor s signature.

3. This Resolution and the approval of the Transient Occupancy TaxAgreement shall be effective immediately.PASSED APPROVED and ADOPTED this 29t day of October 2003, by

the following vote:AYES: Bethel, Fesmire, Gilbert, Godfrey, WilsonNOES: NONE

MICHAEL H. WILSON MAYORATTEST:

-2-


3/24

EXHIBIT ATRANSIENT OCCUPANCY TAX AGREEMENT

City of Indio, California

THIS TRANSIENT OCCUPANCY TAX AGREEMENT ( Agreement )is made and entered into as of this ay of 2003, by 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 Agreement (the Property ).

B. Trendwest and Western Pacific have entered into a written contractfor development and construction of the Project pursuant to which Trendwest is theowner and Western Pacific is the developer and general contractor.

C. Trendwest is a vacation sales and marketing company whichacquires 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 number 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 WorldMark based upon the number of VacationCredits owned.

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


4/24

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 deteiinined that the Project will provide a publicbenefit as it will encourage tourism and contribute to the economic development of theCity, 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,agreements and stipulations contained herein, and other valuable consideration the receiptand sufficiency of which are hereby acknowledged, the Parties do agree as follows:

AGREEMENT1 onstruction and Use of Project. Trendwest and Western

Pacific(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.

2


5/24

(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 approval 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 Approvals.

2. Application of the Code. he 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 anOperator as defined in Code Section 34.36 and therefore shall be subject to the City's

Uniform Transient Occupancy Tax Ordinance.WorldMark hereby undertakes and accepts that TOT payments to

the 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 manner 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 occupancy 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 TOT rate set forth in the Code.


6/24

4. Vacation 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 Season nit Type7,000/5,000 tudio9,000/7,000 Bedroom11,000/9,000 Bedroom13,000/11,000 Bedroom18,000/16,000 Bedroom Penthouse

5. Dues Structure. WorldMark 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

Dues274357440

10,001 to 12,500 52312,501 to 15,000 60615,501 to 17,500 68917,501 to 20,000 772

6. Example 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 357.00 per week in Dues,divided 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 SeasonStudio 51:00/ 39.141 Bedroom 62.86/ 51.002 Bedroom 74.71/ 62.863 Bedroom 86.57/ 74.713 Bedroom Penthouse 110.29/ 98.43

4


7/24

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 amount 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 reportingperiod 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 (aReturn )

(b) At the time WorldMark files its Return, WorldMark shallremit the full amount of the tax collected to the Tax Administrator.

(c) The Tax Administrator may establish shorter reportingperiods 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 Administrator.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 of

the Project by Western Pacific, Trendwest and WorldMark respectively, and the City'sfacilitation of said construction and operation vi 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.


8/24

(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 development 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 (theTermination 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 Trendwest a sum equal to a prorated portion of $2,000,000.

(2) On or before the end of the 12t month followingthe 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 24 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 ofoccupancy at the end of the Phase Ito 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 12tmonth following the Initiation Date, and (C) $347,387 [$558,500 x 62.2%] on or beforethe end of the 24t month 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 12 t month following the Last PhaseConclusion Date.


9/24

(7) City shall pay Trendwest 16% of the TrendwestDifference Payment on or before the end of the 24t 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 anyinstallment of the Trendwest Payment or the Trendwest Difference Payment, i.e. nypayment 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 General 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 Payments.

(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


10/24

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 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 million.

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


11/24

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'sCommercial Dispute Resolution Procedures (Including Mediation and Arbitration

Rules) as amended and effective on July 1, 2002, or alternatively, such AAACommercial Mediation and/or Arbitration Rules as may supercede. 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 completion of mediation.

Developer Initials(Trendwest)

Developer Initials(Western Pacific)

Developer Initials(WorldMark)

City Initials


12/24

11 iscellaneous.(a) eadings and Captions. The headings and captions in this

Agreement 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.

(f) ttorneys' 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 force

10


13/24

or effect. In the event that a Disruption impacts this Project and Trendwest only has thecapacity to construct Phase I or a part thereof, then the City shall be entitled to keep allPlan Review Fees paid by Trendwest pursuant to this Agreement and Trendwest shall notbe entitled to receive any installments of the Trendwest Difference Payment set forth inSections 8 (c) above. Furthermore, the amount of Trendwest's guarantee of the TOTRefund as set forth in section 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 Agreement.

(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 Agreement.

City 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 tocomply with such a request.

THIS SP CE INTENTION LLY LEE] `BL NK


14/24

m) ecitals. The recitals set forth above are true and accurateand incorporated herein by this reference.

IN WITNESS WHEREOF, this Transient Occupancy Tax Agreement has beenexecuted as of the day and year first above written.TRENDWEST RESORTS, INC., ITY OF INDIO, a Californiaan Oregon Corporation unicipal CorporationBy: y:

Michael H. Wilson, MayorTitle:WORLDMARK, THE CLUB, a California TTEST:Nonprofit Mutual Benefit CorporationBy: y:

Cynthia Hernandez,Title: eputy City ClerkWESTERN PACIFIC RESORTDEVELOPMENT, a CaliforniaGeneral PartnershipBy:

William E. Swank, Sr., Partner

By:Edward Z. Kotkin,City Attorney

2


15/24

EXHIBIT APARCEL 2

LOT LINE ADJUSTMENT NO. 2002THOSE 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 23 39' 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' 41AN ARC LENGTH OF 89.13 FEET;THENCE S 2832' 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. (TTEIE ENDING n n1DIP BEARS' N 76 03' 37 W ;THENCE S 56 52' 20 W A DISTANCE OF 234.18 FEET;THENCE S 27 44' 27 E A DISTANCE OF 62.75 FEET;THENCE SOUTHEASTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVEWESTERLY HAVING A RADIUS OF 400.50 FEET THROUGH AN ANGLE OF 40 18' 34AN ARC LENGTH OF 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 CONCAVE NORTHWESTERLYHAVING A RADIUS OF 479.50 FEET THROUGH AN ANGLE OF 5 46' 20 AN ARCLENGTH OF 48.31 FEET;THENCE N 12 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


16/24

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 5/1' 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 NORTHEASTERLYHAVING 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 THE 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 TO THE BEGINNING OF A COMPOUNDCURVE;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVING


17/24

A RADIUS OF 1104.65 FEET THROUGH AN ANGLE OF 5 06' 33 AN ARC LENGTH OF98.50 FEET TO THE BEGINNING OF A REVERSE CURVE;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLYHAVING A RADIUS OF 1735.87 FEET THROUGH AN ANGLE OF 3 39' 10 AN ARCLENGTH OF 110.67 FEET. THE ENDING RADIAL BEARS S 85 57' 43 E;THENCE N 80 36' 16 W A DISTANCE OF 98.81 FEET;THENCE N 33 01' 28 W A DISTANCE OF 137.65 FEET;THENCE S 72 13' 07 E A DISTANCE OF 15.23 FEET;THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVENORTHERLY HAVING A RADIUS OF 110.00 FEET THROUGH AN ANGLE OF 41 16' 21AN ARC LENGTH OF 79.24 FEET;THENCE N 66 30' 32 E A DISTANCE 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' 23AN 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 CONCAVENORTHERLY HAVING A RADIUS OF 85.00 FEET THROUGH AN ANGLE OF 44 48' 44AN ARC LENGTH OF 66.48 FEET;THENCE N 64 57' 11 E A DISTANCE OF 4.96 FEET;THENCENiIRTHASTP Ty T T ONCAVE SOUTHEASTERLY HAVINGA RADIUS OF 400.00 FEET THROUGH AN ANGLE OF 14 13' 26 AN ARC LENGTH OF99.30 FEET;THENCE N 79 10' 39 E A DISTANCE OF 0.03 FEET;THENCE NORTHEASTERLY AND SOUTHEASTERLY ALONG A CURVE CONCAVESOUTHERLY HAVING A RADIUS OF 175.00 FEET THROUGH AN ANGLE OF 21 21' 08AN ARC LENGTH OF 65.22 FEET;THENCE S 79 28' 15 E A DISTANCE OF 33.34 FEET;THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVENORTHWESTERLY 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 LENGTH OF87.59 FEET;THENCE N 76 01' 24 E A DISTANCE OF 0.96 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLYHAVING 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;


18/24

THENCE N 75 20' 06 E A DISTANCE OF 69.95 FEET;THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLYHAVING A RADIUS OF 100.00 FEET THROUGH AN ANGLE 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 THROUGH AN ANGLE OF 14 49' 48 A DISTANCE OF207.07 FEET. (THE ENDING RADIAL BEARS N 42 50' 44 W);THENCE N 00 13' 01 E A DISTANCE OF 77.71 FEET;THENCE S 67 43' 58 E A DISTANCE OF 523.77 FEET;THENCE S 36 29' 25 W A DISTANCE OF 788.92 FEET;THENCE S 19 33' 51 W A DISTANCE OF 5.00 FEET;THENCE SOUTHWESTERLY AND SOUTHEASTERLY ALONG A CURVE CONCAVEEASTERLY HAVING A RADIUS OF 390.00 FEET THROUGH AN ANGLE OF 30 43' 31AN ARC LENGTH OF 209.14 FEET. (THE ENDING RADIAL BEARS S 78 50' 20 W);THENCE S 23 39' 31 W A DISTANCE OF 16.66 FEET TO THE POINT OF BEGINNING.


19/24

800' 200' 600'

EPARCEL 3SEE SHEET 2

(3)88 78.5020 \O_CF --

182.41EXISTING LOT LINE

zD 0CI85'57'43 ERJ.0 ARCEL 2N 89'36'30 E 2664.21

63

ADJUSTED LOT LINEPROPERTY A

44 841) DoCD 9) Ce. 93

ADJUSTED LOT LINE

S 34'09'50 ERj\N 76'03'37 W_CRI

UT 3EXISTINGLOT LINE

o 00

0PARCEL 1SEE SHEET 3

PROPERTY

17

65.25 22

PROPERTY BPARCEL 1

0CD

73

CD73

79

LANDMARK GOLF PARK WAY

EXHIBIT B SHEET 1 OF 6 SHEETSLOT LINE ADJUSTMENT NO. 2002-

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

ll NIEll MO0200 400

19

SEE SHEETS 4, 5 6 FORANNOTATION TABLES

I g

18

//TO GOLF CENTER PARKWAY


20/24

SHEET 2 OF 6 SHEETSEXHIBIT B

"A"ROPERTYPARCEL 2SEE SHEET 1

ADJUSTED LOT LINE

SCALE: = 400'

0200 400 00' 200' 600'

LOT LINE ADJUSTMENT NO. 2002-BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THE

NORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

0o4

ANN/ARK GOLF PARKWAY

00

PARCEL 1PROPERTY "B"

12

PARCEL 1PROPERTY CSEE SHEET 3

o9

S 34.09'50"ER_kN 76.0337"WLFRI 96

23 39.33'30"E210

0

80ADJUSTED LOT LINE

98

SEE SHEETS 4, 5 & 6 FORANNOTATION TABLES

92

C

S 7B.50'20"_1182.41EXISTING LOT LINE

16.25' SRN 65.47 OS \Kqq

94

95PARCEL 3

0 110

65.30'26'WT)

ADJUSTED LOT LINE 1'33

31 91

38 D

24

0


21/24

SCALE: 1 = 400'

SEE SHEETS 4, 5 6 FORANNOTATION TABLES

E

0

-J

PROPERTY

1 _ 1 0 F ?PARCEL 3SEE SHEET 2

9

EN 65'30'26',w

ADJUSTED LOT LINE

INJ

200' 400' 00 200 600

PARCEL 1

PARCEL 1PROPERTY C

EXHIBIT B SHEET 3 OF 6 SHEETSLOT LINE ADJUSTMENT NO. 2002-

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


22/24

EXHIBIT B HEET 4 OF 6 SHEETSLOT LINE ADJUSTMENT NO. 2002-

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

DATADELTA/BEARING RADIUS LEN./DIST. TANGENTN 9'53'19 E 335.040 N 25'09'28 W 909.20

8'47'30 1557.40 238.97 119.72(2) N 33'56'58 W 918.89

21'12'30 1557.40 576.48 291.58N 55'09'28 W 373.61( N 33'5726 E 259.22N 89'5919 W 1920.06N 89'3711 E 71.73

to 5'49'25 1232.40 125.26 62.69N 2519'37 W 599.50@ 40'00'00 1155.37 806.60 420.52@ N 6519'37 W 747.828 2818'08 773.69 382.18 195.07@ N 862215 E 282.42

3618'40 373.69 236.83 122.54N 5719'05 W 187.55N 0021'43 E 880.16N 00'00'25 E 1104.67N 88'00'32 E 1114.92

2415'30 829.93 351.38 178.36N 67'43`58 W 1071.60

17'17'28 829.93 250.46 126.19N 00'04'28 W 529.57N 89'5319 E 150.20

ql) N 67'43'58 W 34.59DN 0013'01 E 77.710 14'49'48 800.00 207.07 104.11N 3219'28 E 2.89(D 43'00'38 100.00 75.07 39.40N 75'20'06 E 69.95@ N 37'43'32 E 74.01

50'43'47 70.00 61.98 33.19N 88'2719 E 63.12N 8'46'30 E 89.06

2714'54 120.00 57.07 29.08N 6'01'24 E 0.96

34'36'39 145.00 87.59 45.18N 1'24'45 E 67.20

5907'00 50.00 51.59 28.36at N 79'2815 W 33.34C.) 21'21'08 175.00 65.22 32.991413'26 400.00 99.30 49.9144 N 64'5711 E 4.96


23/24

EXHIBIT B HEET 5 OF 6 SHEETSLOT LINE ADJUSTMENT NO. 2002-BEING A PORTION OF THE EAST HALF OF SECTIONS 7 18, THENORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

DATADELTA/BEARING RADIUS LEN./DIST. TANGENT

44'48'44 85.00 66.48 35.05N 70'14'05 W 3.46

4315'23 90.00 67.95 35.68N 66'30'32 E 87.84

41'16'21 110.00 79.24 41.43N 72'13'07 W 15.23N 33'01'28 W 137.65N 80'36'16 W 98.81

3'39'10 1735.87 110.67 55.355'06'33 1104.65 98.50 49.28

32'34'04' 218.25 124.06 63.7530'07'04' 133.56 70.21 35.9333'41'52 98.28 57.80 29.760'23'24 3717.93 25.31 12.65

42'41'07 90.60 67,50 35.4048'52'22 77.43 66.05 35.1848'52'22 60.22 51.37 27.36G 26'54'28 148.09 69.55 35.433819'35 141.56 94.69 49.1926'37'19 136.08 63.23 32.208'04'43 697.70 98.37 49.27

20'18'14 167.36 59.31 29.9767'58'58 58.67 69.61 39.56

N 01'28'46 E 11.50N 7818'15 W 65.06

26'08'46 359.50 164.05 83.48N 12'34'08 E 143.70

5'46'20 479.50 48.31 24.17N 8'20'28 E 115.67

0'35'54 379.50 3.96 1.98N 71'03 38 W 41.00

0'35'54 420.50 4.39 2.205'46'20 520.50 52.44 26.24

40'18'34 400.50 281.76 147.00N 27'44'27 W 62.75N 56'52'20 E 234.180 14'36'27 450.00 114.73 57.68N 28'32'50 E 121.59

85'06'41 60.00 89.13 55.09@ N 66 20 29 W 2.56

N 3'39'31 E 64.3930'43'31 390.00 209.14 107.15

N '33 51 E 5.00N 36'29'25 E 788.92


24/24

EXHIBIT B SHEET 6 OF 6 SHEETSLOT LINE ADJUSTMENT NO. 2002-BEING A PORTION OF THE EAST HALF OF SECTIONS 7 18, THE

NORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBMDATA

Q D E L T A / B E A R I N G R A D I U S L E N / D I S T T A N G E N Te N 67'43'58 W 112,45N 5'44'17 E 292.64

93 N 86'35'16 E 150.8426'49'21 1070.00 500.91 255.13

N 218.38 E 153.7243'31'32 395.00 300.07 157.69

N 7'45'36 W 53.40N 70'43'36 W 122.08

4'36'43 670.50 53.97 27.00CD N 9'36'10 E 198.88

28'26'53 284.00 141.01 71.99CD N 48'03'03 E 210.221:0 23'22'40 420.50 171.57 87.00

N 24'40'23 E 240.30N 6519'37 W 41.00

23'22'40 379.50 154.84 78.5128'26'53 325.00 161.37 82.38

108\--1 4'94 62Q.F f 1 53,73 ?R.RRN 84'05'36 W 97.01

CI N 67'32'08 E 61.04$ T44'52 500.00 67.61 33.86

N 7517'00 E 11.7021'30'19 200.00 75.07 37.98

CD N 3'46'41 E 9.7315'25'21 300.00 80.75 40.62

CI N 6912'02 E 60.68$ 9'45'49 100.00 17.04 8.54

N 8'5751 E 17.1611'38'51 600.00 121.97 61.20

CI N 6719'00 E 12.40GI 43'29'47 125.00 94.89 49.87

N 6911'13 W 31.57$ 25'14'34 200.00 88.11 44.78N 118'08 E 9.98

N 1'09'29 W 122.75$ N 4'53'21 W 155.3510 N 33'25 33 W 48.46$ N 3'39'31 E 47.73CI N 791 39 E 0.03$ N 67'43'58 W 523.77

N 3'39'31 E 16.66$ N 9'53'19 E 184.84$ N 67'43'58 W 400.79

Documents

CFD2004-3 Trendwest TOT September2003 1stDocument