Topaz Assoc/AD 97-1 LQ Norte 97AGREEMENT
This Agreement is entered into this 16th day of September, 1998 by and between the City of
La Quinta, California, a public body, corporate and politic ("City") and Topaz Associates, L.P., a
California limited partnership ("Topaz"), with reference to the following.
RECITALS
A. WHEREAS, during calender 1997, Topaz, through its authorized representative,
requested that the City create an assessment district to fund certain improvements which directly
benefit that certain subdivision being developed in the City by Topaz, consisting of all lots in Tract
Number 17899 in the City of La Quinta (hereinafter "Marbella"); and
B. WHEREAS, in response to the request by Topaz for formation of the above
referenced assessment district, the City Council of the City, by Resolution 98-61 adopted by said City
Council on June 16, 1998, declared its intention to order the work to be done and the improvements
to be made as described in that resolution in an assessment district to be designated Assessment
District 97-1 (La Quinta Norte), as shown and designated on that certain map entitled "Proposed
Boundaries, Assessment District No 97-1 (La Quinta Norte), City of La Quinta on file in the office
of the City Clerk; and
C. WHEREAS, Topaz, while awaiting the City's decision as to whether to form
Assessment District No. 97-1, began selling homes within Marbella to individual home buyers, and
as a result, as of August 31, 1998, there were eight (8) homes within Marbella which had been
purchased by individual home buyers; and
D WHEREAS, each of the parties purchasing a home at Marbella and closing escrow
thereon prior to August 31, 1998 ("Pre -District Owners") were advised of the possibility of that the
City would create Assessment District 97-1, and were further advised that the monthly assessment
per home under said district, if created, would be an amount not to exceed $59 per month, based
upon a twenty (20) year amortization period, and
E. WHEREAS, after proper notice to all affected property owners as required by statute,
the City Council of the City, on September 15, 1998, held a public hearing for the purpose of hearing
protests or objections to proposed Assessment District 97-1; and
F. WHEREAS, at the public hearing on September 15, 1998, the City received protests
to proposed Assessment District 97-1 from four (4) Pre -District Owners; and
G. WHEREAS, the protests to proposed Assessment District 97-1 did not constitute a
majority of the property owners in the affected area, leaving the City Council to determine, in its sole
discretion, whether to approve or disapprove Assessment District 97-1, and
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H WHEREAS, the City determined that it would approve Assessment District 97-1
subject to execution of an agreement by Topaz wherein Topaz agrees to provide certain payment
subsidies against the assessments under Assessment District 97-1 for those Pre -District Owners; and
I. WHEREAS, the City and Topaz now desire to memorialize the agreement whereby
Topaz is to provide such payment subsidies to Pre -District Owners,
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows!
I . In consideration for the City approving Assessment District 97-1 and to induce City
to do so, Topaz hereby agrees that for each Pre -District Owner, Topaz will pay one half of the
assessment amount levied against the property of such a Pre -District Owner pursuant to Assessment
District 97-1 during the Cash Collection Period as defined below. The remaining one half of the
assessment levied pursuant to Assessment District 97-1 against the property of any such Pre -District
Owner shall be paid by the relevant home owner. To the extent that either Topaz and/or a Pre -
District Owner pays their respective share of the assessment against such owner's property during
the thirty (30) day cash collection period ("Cash Collection Period"), the party so paying its
respective share of the assessment shall be entitled to a pro rata share of any discount which may
accrue by virtue of such payment being made during the Cash Collection Period Therefore, by way
of example only, if a Pre -District Owner's property is subject to an assessment of $7,500 00 under
Assessment District 97-1, Topaz would be responsible for $3,750.00 of said assessment, and the Pre -
District Owner would be responsible for $3,750.00 of said assessment. It is anticipated but not
guaranteed that any assessment paid during the Cash Collection Period would receive the benefit of
a discount, in the range of 15-21%. Therefore, if, during the Cash Collection Period, Topaz paid its
share of a Pre -District Owner's assessment, and assuming for purposes of this example, that payments
received during the Cash Collection Period were afforded a 201/6 discount, then the amount to be paid
by Topaz under this example would be $3,000.00 (i a $3,750 [one half of the assessment] less $750
[the 20% discount]=$3,000.) Likewise, if the Pre -District Owner in this example also chose to pay
his/her share of the assessment during the Cash Collection Period, then said owner's share of the
assessment would also be $3,000.00 (i.e. $3,750 [one half of the assessment] less $750 [the 20%
discount]=$3,000.) On the other hand, if the Pre -District Owner in the example elects not to pay
his/her share of the assessment during the Cash Collection Period, then said owner's share of the
assessment (i e $3,750,00) would be amortized over the period of the assessment district bonds, and
paid by the relevant owner in accordance with the terms of the said bonds.
2. It is expressly understood and agreed that Topaz's obligation to pay one half of the
assessments for the benefit of property owners within Assessment District 97-1, is limited only to
those Pre -District Owners who purchased and closed escrow on a home in Marbella on or before
August 31, 1998. Any buyer of a home or lot in Marbella who closes escrow on said purchase after
August 31, 1998, shall be solely responsible for payment of the full amount of the assessment levied
against said property pursuant to Assessment District 97-1.
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3. In the event that Assessment District 97-1 is overturned, invalidated, rescinded or
otherwise remains unfunded for any reason, then Topaz's obligations to pay the subsidy for Pre -
District Owners pursuant to paragraph 1 hereof shall be null, void and of no effect. Any amounts
paid during the Cash Collection Period shall be returned to the Payor if the assessment are ultimately
not imposed.
4. The subsidy payments made by Topaz on behalf of Pre -District Owners as described
in paragraph 1 above shall be paid directly to the City's designated collection agent for the assessment
bonds authorized under Assessment District 97-1. All such subsidy payments shall be made during
the Cash Collection Period.
5. In the event that Topaz fails or refuses to make the subsidy payments for the benefit
of Pre -District Owners as required hereunder, then the City may refuse to issue any assessment bonds
on behalf of Assessment District No. 97-1 and shall further have the right to pursue any and all
remedies at law or in equity to enforce the terms of this Agreement. Pre -District Owners shall be
deemed to be third party beneficiaries of this Agreement.
This Agreement is entered into and shall be governed by the laws of the State of
California.
7. This Agreement may be amended at anytime and from time to time, but any
amendment must be in writing and signed by all parties hereto.
8. This Agreement may be executed in any number of counterparts, each of which shall
be an original of this Agreement for all purposes, and all of which together shall constitute one and
the same instrument.
9. This instrument contains the entire agreement of the parties relating to the rights
granted and obligations assumed in this instrument and supersedes any and all other agreements,
contracts or understandings between the parties. Any oral representations or modifications
concerning this instrument shall be of no force or effect unless contained in a subsequent written
modification signed by the party to be charged.
10. Whenever the context so requires, the masculine shall include the feminine and neuter,
and the singular shall include the plural, and conversely.
11. The invalidity of any provision of this Agreement as determined by a court of
competent jurisdiction, shall in no way affect the validity of any other provision hereof
12. This Agreement shall be binding upon and inure to the benefit of the respective heirs,
successor, assigns and personal representatives of the parties herein.
13. No failure by either party to insist upon the strict performance by the other of any
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covenant, agreement, term or condition of this Agreement or to exercise any right or remedy
consequent upon a breach thereof, shall constitute a waiver of any such breach of such covenant,
agreement, term or condition No waiver of any breach shall affect or alter this Agreement, but each
and every covenant, condition and term of this agreement shall continue in full force and effect with
respect to any other then existing or subsequent breach.
WPEREFOR, the parties have executed this Agreement and it shall be deemed effective on
the date first written above
CITY OF LA QUINTA
By:
John']?614a, Mayo
TOPAZ ASSOCIATES, LP, a California limited
partnership
By. CENTURYCRO)XELLCOiNIMUNITIES,LP,
a California limited partnership
Its: General Partner
By CENTURY CROWELL CONWUNITiES,
a California corporation
Its General Partner
W. Pavelak, President
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