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EXHIBIT 10.105
SUBDIVISION IMPROVEMENT AGREEMENT
THIS AGREEMENT, made and entered into this 20th day of February, 1996,
by and between PREFERRED EQUITIES CORPORATION (hereinafter referred to as
"DEVELOPER"), party of the first part, and the BOARD OF COUNTY COMMISSIONERS OF
THE COUNTY OF XXX, STATE OF NEVADA (hereinafter referred to as "BOARD"), party
of the second part,
WITNESSETH:
WHEREAS, at a regular meeting of the BOARD, held on the 20th day of
February, 1996, the DEVELOPER submitted a final Subdivision Map entitled
"Amended Plat of Calvada Valley Xxxx 0, Xxxxx 00, Xxx 0" consisting of 17 lots,
and relating to the following described property located within Xxx County,
Nevada:
Calvada Valley Xxxx 0, Xxxxx 00, Xxx 0; being a portion of Section 00,
Xxxxxxxx 00 Xxxxx, Xxxxx 53 East, Mount Diablo Base and Meridian, Xxx
County, State of Nevada; and
WHEREAS, approval of said final Subdivision Map was conditioned upon,
and subject to, certain improvements required by the laws of the State of
Nevada, the ordinances of the County of Xxx, or in order to provide for the
health, safety, welfare and morals of the citizens of Xxx County; and
WHEREAS, said final Subdivision Map has been examined by Xxx County and
found to be in compliance with current laws and ordinances in effect as of the
date of this Agreement, excepting that certain required improvements have not
been completed.
NOW, THEREFORE, in consideration of the approval of said final
Subdivision Map by the BOARD, DEVELOPER promises and agrees, at no expense to
Xxx County nor its citizens, to complete the following improvements:
-1- 2 of 2 Originals
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1. IMPROVEMENTS
The estimated cost of all improvements is provided by Xxxxxx, Xxxx,
Xxxxxx and Associates (see Exhibit A).
1.1 Roads
Developer shall improve all portions of streets and roads which appear on said
map; namely, Zephyr Avenue, in conformance with plans submitted to, and approved
by, the Public Works Department.
Cost: $14,690
1.2 Removal of Shooting Range Berm
Cost: $15,900
1.3 Surveying
Developer shall cause each lot to be properly surveyed and monumented in
accordance with Nevada Revised Statutes.
Cost: $850
Total Cost of Improvements: $31,440
2. SECURITY
The complete performance of construction of the roads and surveying is
secured by: A Performance Bond numbered 000-00-00 and dated February 12, 1996
(see Exhibit B) in the amount of $36,156., representing 115% of the estimated
cost of said improvements.
3. APPROVAL OF WORK AFTER INSPECTION
Whenever an authorized representative of the BOARD inspects portions of
work as mentioned above, and finds the work performed to be in a satisfactory
condition for inclusion in the completed project, the BOARD's representative
shall issue a statement of inspection that shall approve the work.
-2- 2 of 2 Originals
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Inspection and approval of any item of work shall not forfeit the right
of the BOARD to require the corrections of workmanship quality or materials at
any time during the course of work, although previously approved by oversight.
The BOARD shall have the right to require reasonable corrections by the
Developer of any improvements contained in this Agreement that does not conform
to present State and County standards, specifications, or ordinances even though
the plans for the improvement in question may have been approved by the BOARD's
representative. DEVELOPER must provide the BOARD copies of all reports, tests,
inspections, etc. that are required to be provided to state agencies. Also,
DEVELOPER must provide written certification that the construction was completed
in accordance with plans and specifications.
4. TIME LIMIT FOR COMPLETION OF IMPROVEMENTS
All of the improvements as set forth in the above paragraphs shall be
completed no later than three (3) years from the date of this Agreement, failing
which the BOARD may, at its option, avail itself of the security provided for
the enforcement hereof to cause such improvements to be made by an independent
contractor at the expense of the DEVELOPER or the security.
5. LIABILITY OF DEVELOPER
DEVELOPER shall save and hold the BOARD harmless and free from any suit
or cause of action, claim or demand, which may be brought or made against the
DEVELOPER or its successor in interest or its purchaser by any third party
arising from the performance or nonperformance of the construction of the
subdivision improvements as provided herein or any and all other conditions of
this Agreement.
-3- 2 of 2 Originals
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DEVELOPER shall furthermore continue to be liable to the BOARD for the
performance of all terms and conditions of this Agreement regardless of the
DEVELOPER's failure to continue work under this Agreement or assignment of its
rights to do such work and regardless of the status of ownership of the real
property or any portion thereof made the subject of the final Subdivision Map of
the Subdivision referred to in this Agreement.
In the event the BOARD is required to institute legal action to compel
performance of this Agreement, or to defend any suit or claim, or liability
resulting from or arising out of this Agreement, DEVELOPER shall pay to the
BOARD all reasonable attorney's fees, costs of suit, and all other expenses of
litigation incurred by the BOARD in connection therewith.
7. SUCCESSORS OF DEVELOPER
This Agreement shall be binding upon, and inure to the benefit of all
heirs, executors, administrators, successors, assigns, or purchasers of the
respective parties to this Agreement, and all terms and conditions contained
herein shall be equally binding on said heirs, executors, administrators,
successors, assigns, or purchasers.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
COUNTY OF XXX DEVELOPER
/s/ XXXXXXX XXXXX /s/ XXXXXXXXX X. XXXXX
----------------------------- ------------------------------
Xxxxxxx XxXxx, Chairman Xxxxxxxxx X. Xxxxx
Board of County Commissioners Executive Vice President &
Chief Operating Officer
Preferred Equities Corporation
ATTEST:
/s/ XXXXXX X. XXXXX DEPUTY
-----------------------------
Arte Xxxx, County Clerk and
Ex-Officio Clerk of the Board
-4- 2 of 2 Originals
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EXHIBIT A
[XXXXXX XXXX XXXXXX & ASSOCIATES LETTERHEAD]
[XXXX X. XXXX CIVIL
REGISTERED PROFESSIONAL ENGINEER -- STATE OF NEVADA
NO. 05299]
February 15, 1996
CALVADA VALLEY XXXX 0, XXXXX 00, XXX 0, XXXXXXXX/XXXX XXXXXXXX
XXXX IMPROVEMENTS
Item Quantity Cost Unit Total
---- -------- ----- ---- -------
2" AC ON 6" base 1130 $13. L.F. $14,690
GRADING IMPROVEMENTS
Item Quantity Cost Unit Total
---- -------- ----- ---- -------
Excavation 21,200 $0.75 CY $15,900
TRACT MONUMENTATION
Item Quantity Cost Unit Total
---- -------- ----- ---- -------
Lot Monumentation 17 $50 EA $ 850
-------
Total $31,440
CALVADA VALLEY XXXX 0, XXXXX 00, XXX 0, XXXXXXXX/XXXX XXXXXXXX
TRACT MONUMENTATION
Item Quantity Cost Unit Total
---- -------- ----- ---- -------
Lot Monumentation 5 $50 EA $ 250
-------
Total $ 250
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EXHIBIT B -- PAGE 1 OF 2
[LOGO]
INSURANCE COMPANY OF THE WEST
X.X. Xxx 00000
Xxx Xxxxx, XX 00000-0000
Bond No. 000-00-00
Subdivision Bond
Faithful Performance -- Public Works
SUBDIVISION BOND
KNOW ALL MEN BY THESE PRESENTS: That PREFERRED EQUITIES CORPORATION as
Principal, and the INSURANCE COMPANY OF THE WEST, a corporation organized and
existing under the laws of the State of California and authorized to transact
surety business in the State of NEVADA as Surety, are held and firmly bound unto
COUNTY OF XXX, NEVADA in the sum of THIRTY SIX THOUSAND FOUR HUNDRED FORTY THREE
AND NO/100*** Dollars ($36,443.00******), for the payment whereof, well and
truly to be made, said Principal and Surety bind themselves, their heirs,
administrators, successors, and assigns, jointly and severally, firmly by these
presents.
The condition of the foregoing obligation is such that, whereas the
above bounden Principal has entered into a contract dated _____________, 19__,
with the COUNTY OF XXX, NEVADA to do and perform the following work, to wit:
ONSITE IMPROVEMENTS FOR XXXXXXX XXXXXX, XXXX 0, XXXXX 10, XXX 0 XXX
XXXXXXX XXXXXX, XXXX 0, XXXXX 26, LOT 7
NOW, THEREFORE, if the above bounden Principal shall well and truly
perform the work contracted to be performed under said contract, then this
obligation shall be void; otherwise to remain in full force and effect.
SIGNED and SEALED this 12TH day of FEBRUARY, 1996.
Witness:
BY: Xxxxxxx X. Perfect PREFERRED EQUITIES CORPORATION
----------------------------------
BY: [SIG]
BY: Xxxxxxxx Xxxxx of Nevada, Inc. ----------------------------------
---------------------------------- Vice President/Secretary
COUNTERSIGNED THIS 13th day of
February 1996
INSURANCE COMPANY OF THE WEST
BY: Xxxxxx Xxxx
---------------------------------- Xxxxxx X. Xxxxxx
(NEVADA AGENT) ----------------------------------
XXXXXX X. XXXXXX ATTORNEY-IN-FACT
XXXXXXXX XXXXX OF NEVADA, INC.
0000 X. XXXXXX XXX. #000
XXX XXXXX, XX 00000
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EXHIBIT B - PAGE 2 OF 2
INSURANCE COMPANY OF THE WEST
HOME OFFICE: SAN DIEGO, CALIFORNIA
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That INSURANCE COMPANY OF THE WEST, a
California Corporation, does hereby appoint:
XXXXXX X. XXXXXX
its true and lawful Attorney(s)-in-Fact, with full power and authority, to
execute, on behalf of the Company, fidelity and surety bonds, undertakings, and
other contracts of suretyship of a similar nature.
This Power of Attorney is granted and is signed and sealed by facsimile under
the authority of the following Resolution adopted by the Board of Directors on
the 22nd day of November, 1994, which said Resolution has not been amended or
rescinded and of which the following is a true copy:
"RESOLVED, that the Chairman of the Board, the President, an Executive
Vice President or a Senior Vice President of the Company, and each of them, is
hereby authorized to execute Powers of Attorney qualifying the attorney named
in the given Power of Attorney to execute on behalf of the Company, fidelity
and surety bonds, undertakings, or other contracts of suretyship of a similar
nature; and to attach thereto the seal of the Company; provided however, that
the absence of the seal shall not affect the validity of the instrument.
FURTHER RESOLVED, that the signatures of such officers and the seal of
the Company, and the signatures of any witnesses, the signatures and seal of
any notary, and the signatures of any officers certifying the validity of the
Power of Attorney, may be affixed by facsimile."
IN WITNESS WHEREOF, INSURANCE COMPANY OF THE WEST has caused these presents to
be signed by its duly authorized officers this 7th day of September 1995.
INSURANCE COMPANY OF THE WEST
[SEAL]
/s/ Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx, Senior Vice President
STATE OF CALIFORNIA
SS.
COUNTY OF SAN DIEGO
On September 7th, 1995 before me, personally appeared Xxxx X. Xxxxxx,
Senior Vice President of INSURANCE COMPANY OF THE WEST, personally known to me
to be the individual and officer who executed the within instrument, and
acknowledged to me that he executed the same in his official capacity and that
by his signature on the instrument, the corporation, on behalf of which he
acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxx Xxxxxx
[NOTARY PUBLIC STAMP] ------------------------------
Notary Public
CERTIFICATE:
I, X. Xxxxxx Xxxxx, Vice President of INSURANCE COMPANY OF THE WEST, do
hereby certify that the original POWER OF ATTORNEY, of which the foregoing is
a true copy, is still in full force and effect, and that this certificate may
be signed by facsimile under the authority of the above quoted resolution.
IN WITNESS WHEREOF, I have subscribed my name as Vice President, on
this 12TH day of FEBRUARY 1996.
INSURANCE COMPANY OF THE WEST
[SEAL] /s/ X. Xxxxxx Xxxxx
------------------------------
X. Xxxxxx Xxxxx, Vice President
[STAMP]
OFFICIAL RECEIPT
XXX, CO. NEV.
RECORD REQUESTED BY
PREFERRED EQUITIES CORP.
'96 APR - P4:16
0 393099
XXXXX XXXXX
RECORDER
FEE 13.00 DEP PH
