Loading...
Wolff, Fred & Kay/Community Support 97ORIGINAL COMMERCIAL SUPPORT AGREEMENT by and between THE CITY OF LA QUINTA and FRED AND KAY WOLFF CONTWOLFF.CSA "CITY" "PARTICIPANT" COMMERCIAL SUPPORT AGREEMENT THIS COMMERCIAL SUPPORT AGREEMENT (the "Agreement") is entered into by and between the CITY OF LA QUINTA, a municipal corporate and politic (the "City"), and FRED WOLFF and MARION KAY WOLFF, husband and wife (the "Participant"). The City and the Participant hereby agree as follows: I. [§ 1001 SUBJECT OF AGREEMENT A. [§ 101 ] Purpose of Agreement The purpose of this Agreement is to effectuate Section 204 of the La Quinta Charter to encourage, support, and promote economic development by assisting the creation of a new commercial project with an Agreement that is in the vital and best interest of the City of La Quinta, California (the "City") and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of the City Charter. For the purpose of encouraging the operation of this project development by providing a loan in the amount equal to the City's fees for the processing of a conditional use permit. B. [§ 102] The Site The Site for the project consists of one (1) parcel of real property located at 77-227 Calle Ensenada. The Site is improved with a single family residence which includes a detached room suitable for use as a bed and breakfast facility. The Site shall be all or a portion of the area included within the "Legal Description" which is attached hereto as Attachment No. 1 and incorporated herein by reference. C. [§ 103] Parties to the Agreement 1. [§ 104] The City The City is a municipal body, corporate and politic, exercising governmental functions and powers and organized and existing under its Municipal Charter 2 as certified and recorded by the Secretary of State on December 31, 1996. The principal office and mailing address of the City is 78-495 Calle Tampico, La Quinta, California 92253. "City", as used in this Agreement, includes the City of La Quinta, and any assignee of or successor to its rights, powers and responsibilities. Any action or approval of the City required hereunder may be taken or given by the City Manager or his or her designee, when specifically provided herein. CONTWOLFF.CSA 1 Commercial Support Agreement Fred and Kay Wolff 2. [§ 105] The Participant The Participant is Fred Wolff and Kay Wolff, married individuals. The Participant has represented to the City that the Participant has the experience and qualifications necessary to perform the obligations of Participant pursuant to this Agreement. The address of the Participant is 77-227 Calle Ensenada, California 92253. II. [§200] CITY ASSISTANCE A. [§201] City Consideration For Assistance 1. Purpose. The primary purpose of this Agreement is for the Participant to covenant to develop, use, and maintain the Site as a bed and breakfast facility in accordance with all the covenants and restrictions in this Agreement, and current zoning and general plan designations. In return for the Participant's covenants, the City shall provide financial incentives to aid in the Participant's performance as provided in this Section 201. 2. City Assistance. City agrees to pay the cost attributable to Participant for the local City's conditional use permit fee in an amount not to exceed One Thousand Eight Hundred Dollars ($1,800) (the "City Assistance"). The City Assistance shall be repaid to the City with interest upon the earlier of the following: (1) the sale of the Site located at 77-227 Calle Ensenada; or (ii) five years from the payment of the City Assistance. The amount due shall include a 7% simple interest on all City Assistance advanced. Interest shall accrue from the date of distribution by the City, but shall not be due until the entire amount is due as provided above. 3. Indemnification for Third Party Claims. Participant shall hold harmless, indemnify and defend City for any cause of action or claim asserted against City, including a claim for injunctive relief, by a third party arising out of or relating to the validity or enforceability of this Agreement or the condition of the Site, including, but not limited to, any environmental or hazardous waste clean-up requirement or claim pursuant to any state or federal law. III. [§300] USE OF THE PROPERTY A. [§301 ] Maintenance of the Site The Participant covenants and agrees to maintain the improvements, in good condition conforming to all applicable local laws, and shall keep the Site free from any accumulation of debris or waste materials. The Participant shall also maintain the landscaping required to be planted on the Site in a healthy condition in accordance with the approved landscape plan. CONTWOLFF.CSA 2 Commercial Support Agreement Fred and Kay Wolff B. [§302] Non-discrimination The Participant covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site or the improvements, nor shall the Participant itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site or the improvements. The Participant shall refrain from restricting the rental, sale or lease of the Site or the improvements on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following non-discrimination or nonsegregation clauses: In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in the land herein conveyed." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, CONTWOLFF.CSA Commercial Support Agreement Fred and Kay Wolff occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." IV. [§400] DEFAULTS AND REMEDIES A. [§401] Defaults --General Subject to the extensions of time set forth in Section 603, failure or delay by either parry to perform any term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default (claimant) shall give written notice of default to the other party, specifying the nature of the default complained of and referencing the appropriate section(s) of this Agreement under which such default arises. Except as may be required to protect against irreparable injury, the claimant shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt of such notice, immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy within thirty (30) days from the date of receipt of such notice or if the cure cannot reasonably be completed within thirty (30) days, that the cure has been commenced and is diligently pursued to completion. B. [§402] Legal Actions [§403] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 501 of this Agreement, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that County, or in the Federal District Court in the Southern District of California. 2. [§404] A-121licable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. This Agreement shall be construed as a whole and in accordance with its fair meaning and as though each of the parties participated equally in its drafting. [§405] Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the City, service of process on the City shall be made by personal service upon the City's Executive Director or in such other manner as may be provided by law. Commercial Support Agreement Fred and Kay Wolff In the event that any legal action is commenced by the City against the Participant, service of process on the Participant shall be made by personal service upon a registered agent of the Participant and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. [§406] Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by any other party. D. [§407] Inaction Not a Waiver of Default Any failures or delays by any party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive any such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [§408] Remedies upon Default [§409] Damages If the Participant or the City defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. Subject to Participant's right to cure within the times set forth in Section 501 hereunder, the defaulting party shall be liable to the other party for any damages caused by such default, and the non -defaulting party may thereafter commence an action for damages against the defaulting party with respect to such default. V. [§500] GENERAL PROVISIONS A. [§501] Notices. Demands and Communications Among the Parties Written notices, demands and communications between the City and the Participant shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be given) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the City and the Participant. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 601. CONTWOLFF.CSA Commercial Support Agreement Fred and Kay Wolff Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the tenth day from the date it is postmarked if delivered by registered or certified mail. B. [§502] Conflicts of Interest No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee of the City shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to the Participant or successor or on any obligations under the terms of this Agreement. The Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. C. [§503] Enforced Delay: Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City of La Quinta or any other public or governmental City or entity (other than the acts or failures to act of the City which shall not excuse performance by the City); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City and the Participant. The Participant is not entitled pursuant to this Section 603 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable temporary or permanent financing or refinancing for the acquisition or development of the Property. D. [§504] Nonliability of Officials and Employees of the City CONTWOLFF.CSA 6 Commercial Support Agreement Fred and Kay Wolff No member, official or employee of the City or the City shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the City (or the City) or for any amount which may become due to the Participant or its successors, or on any obligations under the terms of this Agreement. E. [§505] Amendments to this Agreement Participant and City agree to mutually consider reasonable requests for amendments to this Agreement which may be made by lending institutions, or City's counsel or financial consultants, provided said requests are consistent with this Agreement and would not substantial alter the basic business terms included herein. F. [§506] Time of Essence It is understood and expressly agreed that time is of the essence for the performance of each and every covenant, condition and obligation of this Agreement. G. [§507] Attorne sy ' Fees If any attorney is engaged by City to enforce or defend any provision of this Agreement as a consequence of any default by the Participant under this Agreement, Participant shall pay to City, immediately upon demand, the amount of all attorneys' fees and costs incurred by City in connection therewith. In the event of any dispute between the parties hereto arising out of the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable expenses, attorneys' fees and costs. VI. [§600] ENTIRE AGREEMENT, WAIVERS This Agreement is executed in two (2) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 8 and Attachment 1, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the City and the Participant, and all amendments hereto must be in writing by the appropriate authorities of the City and the Participant. In any circumstance where under this Agreement any party is required to approve or disapprove any matter, approval shall not be unreasonably withheld, conditioned or delayed. CONTWOLFF.CSA 7 Commercial Support Agreement Fred and Kay Wolff VII. [§700] TIME FOR ACCEPTANCE OF AGREEMENT BY City Participant shall execute and deliver two (2) copies of this Agreement to the City. The City must authorize, execute and deliver at least one (1) copy of this Agreement to Participant on or before forty-five (45) days after the execution and delivery of this Agreement by Participant or this Agreement shall be void, except to the extent that the Participant shall consent in writing to a further extension of time for the authorization and delivery of this Agreement. The effective date of this Agreement shall be the date when it shall have been approved by the City. IN WITNESS WHEREOF, the City and the Participant have signed this Agreement on the respective dates set forth below. CITY OF LA QUINTA, a public body corporate and politic DATED: 5< By: 1014.a GLENDA L. HOLT, Mayor A ST: ZAUNDRA JUH LA, City Clerk City of La Quinta, California APPROVED AS TO FORM: DAWN C. HONEYWEtt, City Attorney City of La Quinta, California DATED: 2 it cf7 DATED: 2 1 C(7 CONTWOLFF.CSA FRED WOLFF /L ~ d MARION KAY WO FF e��q ATTACHMENT # I The "Legal Description" of the property of this agreement is as follows: "Lots 1 and Z in Block 43 SANTA CARMELITA AT VALE LA QUINTA Unit #3 as per map on file in Book 18, page 59 of Maps, Records of Riverside County, California"