RDA Resolution 2004-014
RESOLUTION NO. RA 2004-014
r-
! A RESOLUTION OF THE LA QUINT A REDEVELOPMENT
, AGENCY APPROVING AN AMENDMENT TO THE
DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN
THE AGENCY AND CP DEVELOPMENT LA QUINT A, LLC
FOR THE PROPERTY LOCATED AT THE SOUTHEAST
CORNER OF WASHINGTON STREET AND MILES AVENUE
WHEREAS, the la Quinta Redevelopment Agency (" Agency") is a public
body, corporate and politic, organized and existing under the California Community
- Redevelopment law (Health & Safety Code Section 33000 et seq.) (IICRl"); and
WHEREAS, pursuant to the CRL, the City Council of the City of la Quinta
(" City" or II City Council", as applicable) approved and adopted the Redevelopment Plan
(IiRedevelopment Plan") for Project Area No.2 (IiProject Area"), on November 29,
1983, by Ordinance No. 43, and amended the Redevelopment Plan on December 20,
1994, by Ordinance No. 258; and
WHEREAS, on or about December 18, 2003, the Agency entered into a
Disposition and Development Agreement ("Agreement") with CP Development la
- Quinta, llC, a California limited liability company ("Developer"), pursuant to which the
Agency is to convey to the Developer, either all at once (IiOption A"), or in phases
(" Option 8"), certain real property located within the Project Area (the IIproperty") for
Seven Million Fifty-Four Thousand Seventy-Four Dollars ($7,054,074) for the
Developer's subsequent development thereon of a commercial project containing a
) medical office/clinic, a boutique hotel, a mid-price suites hotel, a resort-style
condomimium/casitas development, two sit-down restaurants, and two single-family
residential developments, with forty of the single-family homes restricted for sale to
moderate-income buyers at an affordable housing cost, all as more particularly
described in the Agreement (collectively, the IIProject"); and
,WHEREAS, Agency staff have negotiated an amendment to the
Agreement (IiAmendment No.1") which would revise (i) certain timeframes'in the
Schedule of Performance attached to the Agreement; '(ii) certain conditions that must
be satisfied prior to the Agency's conveyance to Developer of the Property; and (iii) the,
transfer and assignment provisions in the Agreement; and
WHEREAS, Amendment No.1 is in accordance with the Redevelopment
Plan and is of benefit to the Project Area and the City of la Quinta.
,...--
i
i
,
¡
Resolution No. RA 2004-014
Disposition and Development Agreement
Center Point Development, LLC
Adopted: September 22, 2004
Page 2
NOW, THEREFORE, BE IT RESOLVED BY THE LA QUINT A
REDEVELOPMENT AGENCY AS FOLLOWS:
1 . That the above recitals are true and correct and incorporated herein.
2. That Amendment No.1 effectuates the purposes of the Community Redevelop-
ment Law (Health & Safety Code Section 33000 et seq.) and of the
Redevelopment Plan and is in the best interests of the citizens of the City of La
Quinta.
3. Amendment No.1, a copy of which is on file with the Agency Secretary, is
hereby approved, subject to Developer's execution of an Indemnity Agreement
substantially in the form attached to Amendment No.1 as Exhibit liB." The
Agency Executive Director and Agency Counsel are hereby authorized and
directed to make final modifications to Amendment No.1 that are consistent
with the substantive terms of Amendment No.1 approved hereby, and the
Agency Executive Director is authorized to thereafter sign Amendment No.1 on
behalf of the Agency.
PASSED, APPROVED, and ADOPTED at a special meeting of the
La Quinta Redevelopment Agency held this 22nd day of September, 2004, by the
following vote:
AYES: Members A,dolph, Osborne, Perkins, Sniff, Chair Henderson
NOES: None
ABSENT: None
ABSTAIN: None
~ -
- L /~"'- ,~
TERRY NDERSON, Agency Chair
La Quin Redevelopment Agency
- -- -~
--~---~~--~-- ~
Resolution No. RA 2004-014
r-- DIsposition and Development Agreement
¡ Center Point Development, LLC
f Adopted: September 22, 2004
Page 3
ATTEST:
~..u > ..Jð ~ H 1U
JU. . GREEK, CMC, gency -Secretary
La Quinta Redevelopment Agency
(SEAL)
r- APPROVED AS TO FORM:
¡
.
M. KA TH INE JENS , Agency Counsel
La Ouinta Redevelopment Agency
,...--
I
I
,..- AMENDMENT NO.1 TO DISPOSITION AND DEVELOPMENT AGREEMENT
¡
I
!
, THIS AMENDMENT NO.1 TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Amendment No. I") is made and entered into as of ,
2004 ("Effective Date") by and between LA QUINT A REDEVELOPMENT AGENCY, a public
body, corporate and politic (" Agency"), and CP DEVELOPMENT LA QUINT A, LLC, a
California limited liability company ("Developer").
RECIT ALS:
A. On or about December 18, 2003, .the Agency and Developer entered into that
certain Disposition and Development Agreement (the "DDA "), pursuant to which Agency
agreed to sell to Developer, and Developer agreed to purchase wm Agency that certain real
property located southeast of the Miles Avenue and Washington Street intersection in the City of
La Quinta, California 92253 (the "Property") and to construct, complete, and operate thereon a
commercial project containing a medical office/surgical facility, a development containing
sanctuary villas, a mid-price suites hotel, a resort-style condominiumlcasitas development,
two (2) sit-down restaurants, and two (2) single-family residential developments, with forty (40)
of the single-family homes restricted for sale to "Eligible Buyers" at an "Affordable Housing
Cost" (as those tenDS are defined in the DDA (collectively, the "Project").
B. Agency and Developer now desire to amend the DDA to revise (i) certain
r timeframes in the schedule of perfonnance attached to the DDA; (H) certain conditions that must
.. be satisfied prior to the Agency's conveyance to Developer of the Property; and (Hi) the transfer
. ~ and assignment provisions.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated
herein by this reference and for valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The DDA is hereby amended as follows:
1.1 To replace Section 205.1 (d) and Section 205.2(1) with the following:
Pesign Awrovals. If Developer elects to purchase the Property pursuant to
Option "A," ~eveloper shall have obtained approval by the City of the Design
Development Drawings for the Suites Hotel, as set forth in Section 302 herein,
schematic design drawings for the Parcel 2 Casitas Development Component, and
preliminary engineering drawings for Seeley Drive. If Developer elects to
purchase the Property pursuant to Option "B," Developer shall have obtained
approval by the City of the Design Development Drawings for the Phase of
r-- Development applicable to each Parcel to be acquired at the Closing, as set forth
in Section 302 hereof.
882/01 561 0-0061
540839.02809/17/04 8
1.2 To delete Section 205.1(i).
1.3 To revise Section 205.1(j) by deleting the phrase "the Parcel 2 Casitas
Development Component."
1.4 To replace Section 205.1 (k) with the following:
(k) Performance Bond. The Developer shall have obtained from Developer's
contractor and delivered to the Agency evidence, in a form satisfactory to
Agency, that said contractor has the ability to obtain Contractor Bonds at the time
of the issuance of building permits for the completion of the construction of (i) the
Suites Hotel, and Seeley Drive, if Developer has elected to purchase the Property
pursuant to Option "A," or (ii) the Phase of Development applicable to each
Parcel to be acquired at the Closing, if Developer has elected to purchase the
Property pursuant to Option "B." Said Contractor Bonds shall provide that the
Agency is authorized to enforce the same as a third party beneficiary
1.5 To replace Section 205.2(h) with the following:
(h) Grading' Plans and Permits. If Developer elects to purchase the Property
pursuant to Option "A," Developer shall have obtained City approval of its final
grading plans for the Property, and grading permits shall be ready to be issued
(upon payment of necessary fees, posting of required security, and similar items).
If Developer elects to purchase the Property pursuant to Option "B," Developer
shall have obtained City approval of its final grading plans for the Phase of
Development applicable to each Parcel to be acquired at the Closing, and grading
permits shall be ready to be issued (upon payment of necessary fees, posting of
required security, and similar items).
1.6 To add a new Section 311.1(c), as follows:
(c) Notwithstanding anything in this Section 311.1 to the contrary, Developer
may satisfy its obligation to provide evidence of the financing necessary to
develop the Casitas Development (or applicable Phase of Development thereof)
by presenting a letter from Lennar Homes of California, Inc. ("Lennar"),
certifying that Lennar has the necessary resources to develop the Casitas
Development (or applicable Phase of Development thereof), and identifying the
source of such resources, in a manner satisfactory to the Agency's Executive
Director, in his or her reasonable discretion.
1.7 To replace Section 703.2(c) with the following:
( c) A transfer of the Suites Hotel or the Suites Hotel Parcel to a limited
liability company in which Developer is the managing member.
882/015610-0061 9
540839.02 aO9/17/O4
~~-- ~ - --- - - --- -- -
r 1.8 To replace Section 703.2(d) with the following:
¡
I
1 (d) A transfer of any of the Parcel.g Sanctuary Villas Component, Sanctuary
. Villas Parcel 8, the Parcel 9 Sanctuary Villas Component, and/or Sanctuary Villas
Parcel 9 to Lennar or to Center Point Sanctuary, LLC, a California limited
liability company.
1.9 To replace Section 703.2(f) with the following:
(f) A transfer of any of the Parcel 2 Casitas Development Component, Casitas
Parcel 2, the Parcel 3 Casitas Development Component, Casitas Parcel 3, the
Parcel 4 Casitas Development Component, Casitas Parcel 4, the Parcel 5
Residential Development, Residential Parcel 5, the Parcel 7 Residential
Development, and/or Residential Parcel 7 to Lennar.
1.10 To replace the last paragraph of Section 703.2 with the following:
In the event of a Transfer by Developer under subparagraphs (a), (b), ( c), (d), ( e),
or (f) above not requiring the Agency's prior approval, Developer nevertheless
agrees that at least thirty (30) days prior to such Transfer it shall give written
notice, to Agency of such assignment and satisfactory evidence that the assignee
has assumed in writing through an assignment and assumption agreement all of
- the obligations of this Agreement; provided, however, that no such assignment
and assumption agreement shall be required for transfers under subparagraphs (d)
or (f) to Lennar, and upon such assignment Lennar shall be deemed to have
assumed only those obligations hereunder that pertain to the Parcel(s) and the
Phase( s) of Development transferred to Lennar. In the event such transfer is
under subparagraph ( c) or ( e) above, Developer shall, along with the notice
required to be given pursuant to the immediately preceding sentence, provide
Agency with evidence that such proposed transferee entity has been duly fonned
in accordance with the laws of the State of California. Any Transfer by
Developer to Lennar of both Residential Parcel 7 and the Parcel 7 Residential
Development" under subparagraph (f) above shall include the right to receive
disbursements of the Agency Loan pursuant to the tenDS of this Agreement.
1.11 To add a new paragraph to the end of Section 309.1, as follows:
Nothing herein constitutes a representation or warranty by Agency that the construction
of the Project is not subject to California Health and Safety Code Sections 33423 through
33426, or Chapter 1 of Part 7 of the California Labor Code (commencing with section
1720), and all applicable statutory and regulatory provisions related thereto, and
Developer expressly waives any right of reimbursement for any "increased costs" under
California Labor Code Section 1781 or otherwise with respect to the Property or the
Project. Developer shall indemnify, defend, and hold Agency hannless, including
- litigation costs and reasonable attorneys' fees, from and against any and all claims
pertaining to the payment of wages for the Property or Project.
882/015610-0061 1 0
540839.02809/17/04
1.12 To replace the Schedule of Performance attached to the DDA as Attachment
No. 20 with Exhibit "A" hereto, which exhibit is incorporated herein by this reference.
2. For purposes of clarification, all references to "grading plans" and "grading permits" in
Section 205 of the DDA, as amended by this Amendment No.1, shall refer to mass or rough
grading, and all references to "grading plans" and "grading permits" in the Schedule of
Performance, as amended by this Amendment No.1, shall refer to precise grading.
3. Agency's approval of this Amendment No.1 is conditioned upon Developer's execution,
concurrently with the execution hereof, of an Indemnification Agreement substantially in the
form attached hereto and incorporated herein as Exhibit "B."
4. Except as otherwise expressly provided in this Amendment No.1, all of the terms and
conditions of the DDA shall remain in full force and effect.
5. In the event of any action between Agency and Developer seeking enforcement of any of
the terms and conditions to this Amendment No.1, the prevailing party in such action shall be
awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses,
including without limitation its expert witness fees and reasonable attorney's fees.
6. This Amendment No.1 shall be construed according to its fair meaning and as if
prepared by both parties hereto.
7. This Amendment No.1 shall be governed by the internal laws of the State of California
and any question arising hereunder shall be construed or determined according to such law. The
Municipal and Superior Courts of the State of California in and for the County of Riverside, or
such other appropriate court in such county, shall have exclusive jurisdiction of any litigation
between the parties concerning this Amendment No.1. Service of process on Agency shall be
made in accordance with California law. Service of process on Developer shall be made in any
manner permitted by California law and shall be effective whether served inside or outside
California.
8. Time is of the essence of this Amendment No.1 and of each and every term and
provision hereof.
9. A waiver of a provision hereof, or modification of any provision herein contained, shall
be effective only if said waiver or modification is in writing, and signed by both Agency and
Developer. No waiver of any breach or default by any party hereto shall be considered to be a
waiver of any breach or default unless expressly provided herein or in the waiver.
10. Signatures of the parties transmitted by facsimile shall be deemed binding. However,
each party agrees to submit their original signature to the other party within five (5) business
days after execution hereof.
11. This Amendment No.1 may be executed in counterparts, each of which, when this
Amendment No.1 has been signed by all the parties hereto, shall be deemed an original, and
such counterparts shall constitute one and the same instrument.
882/015610-0061 11
540839,02 aO9/17/O4
----- - - u - -~--- - -
r- 12. The person(s) executing this Amendment No.1 on behalf of each of the parties hereto
represent and warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Amendment No.1 on behalf of said party, (Hi) by so
executing this Amendment No.1 such party is fonnally bound to the provisions of this
Amendment No~ 1, and (iv) the entering into this Amendment No.1 does not violate any
provision of any other agreement to which such party is bound.
[End - Signature Page Follows]
-
.
,
I
.
r--
í
882/015610-0061
540839.02809/17/04 12
IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read
this Amendment No.1, understands it, and hereby executes this Amendment No.1 to be
effective as of the day and year first written above.
"Developer"
CP DEVELOPMENT LA QUINT A, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
Date: ,2004 By:
Richard Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
Date: ,2004 By:
Richard Oliphant
Its: President
"Agency"
LA QUINT A REDEVELOPMENT AGENCY, .
a public body, corporate and politic
Date: ,2004 By:
Agency Chair
A TrEST:
June Greek, Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
M. Katherine Jenson, Agency Counsel
882/015610-0061
540839.02 aO9/17/O4 13
---~~--- ... -~- - - -~--
r EXHIBIT "A"
I
I
, SCHEDULE OF PERFORMANCE
[See Following Pages]
,...--
(
i
i
I
I
!
.
¡oo---
,
,
¡
882/01 5610-0061
540839.02809/17/04 14
ATTACHMENT NO. 20
SCHED ULE OF PERFO RMAN CE 1
[See attached individual schedules for each of the (i) Sanctuary Villas Development, (ii) Suites
Hotel, (iii) Parcel 5 Residential Development and Parcel 7 Residential Development, (iv)
Medical Office/Surgical Facility, (v) Parcell Restaurant and Parcel 2 Restaurant, and (vi)
Casitas Development
Developer shall have a thirty (30) day grace period for the completion of each of the tasks
hereinafter described. Agency shall not declare a default for Developer's failure to timely
complete any of the tasks described in this Schedule until such thirty (30) day grace period has
expired.
1 All days are calendar days in this Schedule of Perfonnance.
882/015610-0061 15
540839.02 a09/17/04
- -~----~---- - -~- -~--~--- - -~-
r--
¡ SCHEDULE OF PERFORMANCE FOR
; SANCTUARY VILLAS DEVELOPMENT
. (ALL PHASES OF DEVELOPMENT)
Item of Performance Time for Com letion
1. Developer execution of DDA. Within 7 days after Developer and Agency approve
fmal draft.
2. Developer's submission of complete Site On or before December 31, 2006.
Development Pennit Application "SDP A,"
which will include:
. Detailed Site Plan
. Floor Plans and Layout
. Elevations
. Conceptual Landscaping
. Master Grading Plan.
. Tract Ma .
3. Review of SDPA by all applicable City.. Agency will use reasonable efforts to cause such
departments. review within 21 days after Developer's submission of
SDP A.
4. Agency response to Developer as to City Within 7 days after receipt of fmal comments, but no
,...-- comments on SDP A. later than 30 days after Developer's submission of
SDP A.
5. Developer and City responses. Developer will respond to any request within 7 days
and Agency will use reasonable efforts to cause City
to nd to an submission within 7 da s.
6. Agency publishes Notice of Public Hearing Within 10 days after City responds to Developer's
before the Plannin Commission. comments in the recedin section.
7. Planning Commission Public Hearing and Approximately 10 days after first publication.
consideration of SDP A and Tract Ma .
8 City Council consideration of Tract Map.. Within 21 days after Planning Commission approval
if r uired.
9. City's issuance of SDP A, Tract Map (if Within 7 days after approval by both City Council and
a licable and conditions. Plannin Commission as licable .
lOA Developer's preparation of fmal grading Within 180 days after City's issuance of SDP A and
plans and Design Development Drawings Tract Map (if applicable).
for Sanc Villas Parcel 8.
lOB Developer's preparation of fmal grading Within 180 days after Developer's completion of
plans and Design Development Drawings construction of Sanctuary Villas Parcel 8.
for Sanct Villas Parcel 9.
l1A. Developer's submission of evidence of Within 120 days .after Developer's completion of
fInancing necessary to complete the Parcel Design Development Drawings for Parcel 8 Sanctuary
- 8 Sanc Villas Co nent. Villas Co nent.
882/015610-0061 16
540839.02 809/17/04
Item of Perlonnance Time for Com letion
l1A. Developer's submission of evidence of Within 120 days after Developer's completion of
financing necessary to complete the Parcel Design Development Drawings for Parcel 9 Sanctuary
9 Sanctu Villas Com nent. Villas Com onent.
12. Agency review and approval, approval with Within 30 days after Agency's receipt of applicable
conditions, or denial of Developer's evidence of financing.
evidence of financing for Parcel 8
Sanctuary Villas Component and Parcel 9
Sanct Villas Com onent.
13A. Developer's submission of grading pennit Within 300 days after City's issuance of the SDP A.
and building pennit applications for
Sanct Villas Parcel 8.
13B. Developer's submission of grading pennit Within 180 days after Developer's completion of
and building pennit applications for Parcel 8 Sanctuary Villas Component.
Sanct Villas Parcel 9.
14A. City's issuance of grading pennit for Within 56 days after City's receipt of grading pennit
Sanct Villas Parcel 8. a lication for Sanct Villas Parcel 8.
14B. City's' issuance of grading pennit for Within 56 days after City's receipt of grading pennit
Sanctua Villas Parcel 9. a lication for Sanct Villas Parcel 9.
15A. City' s i~suance of building pennit for By the earlier of: (i) within 98 days after City's receipt
Sanctuary Villas Parcel 8. of building pennit application for Parcel 8 Sanctuary
Villas Component, which is 42 days after City's
issuance of grading pennit for Sanctuary Villas Parcel
8, or ii on or before December 31, 2007.
15B. City's issuance of building pennit for Within 98 days after City's receipt of building pennit
Sanctuary Villas Parcel 9. application for Parcel 9 Sanctuary Villas Component,
which is 42 days after City's issuance of grading
ennit for Sanct Villas Parcel 9.
16A. Developer commences construction of Within thirty (30) days after City's issuance of
Parcel 8 Sanctuary Villas Component. building pennits for the Parcel 8 Sanctuary Villas
Co onent.
16B. Developer commences construction of Within thirty (30) days after City's issuance of
Parcel 9 Sanctuary Villas Component. building pennits for the Parcel 9 Sanctuary Villas
Com nent.
17 A. Developer's completion of Parcel 8 Within 30-36 months after City's issuance of fmal
Sanctuary Villas Component. building pennits for the Parcel 8 Sanctuary Villas
Com anent.
17B. Developer's completion of Parcel 9 Within 30-36 months after City's issuance of final
Sanctuary Villas Component. building pennits for the Parcel 9 Sanctuary Villas
Com onent.
* In the event that a master grading plan and total parcel map for the entire Property are submitted with
the SDP A for the Suites Hotel, then no further master grading plan or tract map is required for the SDP A
for the Parcels included in this Schedule and City Council consideration shall not be required.
882/015610-0061 17
540839.02 a09/17/04
~~ -- - - - ,--- - - - - -~ - ---~ -
I
I .. Nothing herein shall be construed to limit the City's legislative authority, which City may exercise, in
: City's sole and absolute discretion. In all cases where City action is required, Agency shall use
, reasonable efforts to cause City to take such action in the time prescribed herein.
-
f
!
i
.
-
,
¡
:
,
I
f
882/015610-0061 18
540839.02809/17/04
OUTSIDE DATES FOR CLOSING
OPTION A
Outside Date For Closio2 for Sanctuary Villas Parcel 8 and Sanctuary Villas Parcel 9: 365 days after
the Effective Date.
OPTION B
Parcel Closio2 Milestones
Sanctuary Villas Parcel 8 Within 180 days after the Developer's completion of the foundation for the
Suites Hotel.
Sanctuary Villas Parcel 9 Within 180 days after the City's issuance of building pennits for the Parcel
8 SanClUè:UY Villas Component.
882/015610-0061 19
540839.02 a09/17/04
------ --,~- - --~ - ----
I SCHEDULE OF PERFORMANCE FOR
1 SUITES HOTEL
,
Item of Perlormance Time for Completion
1. Developer execution of DDA. Within 7 days after Developer and Agency
approve final draft.
2. Developer and Agency execute Early Entry Within 7 days after the Effective Date.
AJUeement.
3. Developer makes purchase election, and Within 7 days after the Effective Date.
Agency and Developer open the Initial Escrow
or the Prol-A'.l~'y Escrow (as applicable).
4. Agency provides Developer with (i) copies of Within 30 days after the Effective Date.
environmental studies and reports regarding
the Property and (ii) the Preliminary Title
Report.
S. Developer submission of complete Site Within 180 days after Effective Date.
Development Permit Application "SDP A, "
which will include:
8 Detailed Site Plan
8 Floor Plans and Layout
8 Elevations
r- 8 Conceptual Landscaping
¡ 8 Master Grading Plan
I
:, 8 Tract Map
6. Review of SDP A by all applicable City. Agency will use reasonable efforts to cause such
departments. review within 21 days after Developer's submittal
receipt of SDP A.
7. Agencr response to Developer as to City Within 7 days after Agency's receipt of City's
comments on SDP A. final comments, but no later than 30 days after
Developer's submission of SDP A.
8. Developer and City Responses. Developer will respond to any request within 7
days and Agency will use reasonable efforts to
cause City to respond to any submission within 7
days.
9. Agency publishes Notice of Public Hearing Within 10 days after City responds to Developer's
before the Planninfl; Commission. comments in the precedinfl; section.
10. Planning Commission Public Hearing and Approximately 10 days after first publication.
consideration of SDP A and Tract Map.
11. City Council consideration of Tract Map. Within 21 days after Planning Commission
approval.
r--
i .Nothing herein shall be construed to limit the City's legislative authority, which City may excise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasonable efforts to cause City to take such action in the time prescribed herein.
882/01561()..()()61 20
540839.02809/17/04
Item of Performance Time for Completion
12. City's issuance of SDP A, Tract Map and Within 7 days after City Council approval.
conditions.
13. Developer's preparation of final grading plans On or before September 21, 2004.
and Design Development Drawings for the
Suites Hotel and Seeley Drive.
14. Developer's submission of (i) evidence of Developer shall provide evidence of financing on
fInancing necessary to complete the Suites or before August 30, 2004; and Developer shall
Hotel, and (Hi) grading pennit and building submit grading and building pennit applications
pennit applications for the Suites Hotel and on or before October 31, 2004.
Seeley Drive.
15. Agency review and approval, approval with Within 30 days after Agency's receipt of evidence
conditions, or denial of Developer's evidence of fInancing.
of financing submitted in Item No. 14.
16. City's issuance of grading pennit for the Suites Within 56 days after City's receipt of grading
Hotel Parcel, the Parcel on which Developer pennit application for the Suites Hotel Parcel, the
shall construct the fIrst Phase of Development Parcel on which Developer shall construct the fIrst
of the Casitas Development and Seeley Drive. Phase of Development of the Casitas
Development, and Seeley Drive.
17. Developer's completion of first pavement lift Within (30) days after Developer's installation of
and curbs and gutters of Seeley Drive. the foundation for the Suites Hotel.
18. City's issuance of building pennits for the Within 98 days after City's receipt of building
Suites Hotel and Seeley Drive. pennit application for the Suites Hotel and Seeley
Drive, which is 42 days after City's issuance of
grading pennit for the Suites Hotel and Seeley
Drive.
19. Developer commences construction of Suites Within 30 days after Developer's receipt of
Hotel. building pennits for the Suites Hotel.
20. Completion of Suites Hotel. Before June 30, 2006, subject to the provisions of
Section 702 of the DDA.
21. Developer completes fmal pavement lift of Within one hundred eighty (180) days after
Seeley Drive. Developer's completion of the Suites Hotel.
Outside Date for Closin2 for Suites Hotel Parcel, Landscape Parcel C, Landscape Parcel E, and the
Seeley Drive Parcel (under Option A or Option B): 365 days after the Effective Date.
882/015610-0061 21
540839.02 aO9/17/O4
~---~~---- --- -~-~-~-- -,-----
\ SCHEDULE OF PERFORMANCE
, FOR PARCEL 5 RESIDENTIAL DEVELOPMENT
AND PARCEL 7 RESIDENTIAL DEVELOPMENT
Item of Pedonnance Time of Completion
1. Developer's execution of the DDA. Within 7 days after Developer and Agency approve
fmal draft.
2. Developer's submission of (i) evidence of On or before December 31,2005.
financing necessary to complete the Parcel 5
Residential Development and the Parcel 7
Residential Development, and (ii) complete
Site Development Permit Application
"SDP A," including:
. Detailed Site Plan
. Floor Plans and Layout
. Elevations
. Conceptual Landscaping
. Master Grading Plan
. Tentative Tract Map
3. Review of SDP A by all applicable City. Agency will use reasonable efforts to cause such
departments. review within 21 days after Developer's submission
-- of SDP A.
4. Agency response to Developer as to City Within 7 days after receipt of final comments, but no
comments on SDP A. later than 30 days after Developer's submission of
SDP A.
5. Developer and City Responses. Developer will respond to any request within 7 days
and Agency will use reasonable efforts to cause City
to respond to any submission within 7 days.
6. Agency publishes Notice of Public Hearing Within 10 days after City responds to Developer's
before the Plannin2 Commission. comments in the precedin2 Section.
7. Planning Commission public hearing and Approximately 10 days after fIrSt publication.
consideration of SDP A and Tentative Tract
Map.
8. City Council consideration of Tentative Within 21 days after Planning Commission approval.
Tract Map.
9. City's issuance ofSDPA, Tentative Tract Within 7 days after City Council approval.
Map and conditions of approval.
10. Preparation of Grading Plans and Design By the earlier of: (i) within 180 days after City's
Development Drawings for the Parcel 5 issuance of SDP A and Tentative Tract Map, or (ii) by
Residential Development and the Parcel 7 June 30, 2006.
Residential Development.
r-
!
!
,
882/015610-0061 22
540839.02809/17/04
Item of Perlormance Time of Completion
11. Developer's submission of grading pennit Within 120 days after Developer's completion of
and building pennit application for Design Development Drawings.
backbone infrastructure for the Parcel 5
Residential Development and the Parcel 7
Residential Development.
12. City's issuance of Grading Pennit for the Within 56 days after City's receipt of grading pennit
Parcel 5 Residential Development. and the application.
Parcel 7 Residential Development.
13 City's issuance of building pennit for Within 98 days after City's receipt of Building Pennit
backbone infrastructure for the Parcel 5 application, which is 42 days after City's issuance of
Residential Development and the Parcel 7 Grading Pennit.
Residential Development.
14. Developer's commencement of construction Within 30 days following City's issuance of Building
of backbone infrastructure of the Parcel 5 Pennits.
Residential Development and the Parcel 7
Residential Development.
15 Within 90 days after Developer's completion of
Developer's commencement of Construction construction of the backbone infrastructure described
of the Parcel 5 Residential Development and in Item 14 above, provided City has not delayed in
the Parcel 7 Residential Development. issuing a building pennit.
16 Developer's completion of construction of Within 30 months following City's issuance of
the Parcel 5 Residential Development. Building Pennits for the Parcel 5 Residential
Development.
17. Developer's completion of construction of Within 18 months following City's issuance of
the Parcel 7 Residential Development. Building Pennits for the Parcel 7 Residential
Development.
*Nothing herein shall be construed to limit City's legislative authority, which City may exercise,
in City's sole and absolute discretion. In all cases where City action is required, Agency shall
use reasonable efforts to cause City to take such action in the time prescribed herein.
,.
OUTSIDE DATES FOR CLOSING
OPTION A
Outside Date For Closin2 for Residential Parcel 5 and Residential Parcel 7: 365 days after the
Effective Date.
OPTION B
Outside Date For Closin2 for Residential Parcel 5 and Residential Parcel 7: 30 days after the
Developer's completion of the exterior walls and roof of the Suites Hotel.
882/015610-0061 23
540839.02309/17/04
--~--~- - -~- ---- ~-~----- -- -~ - - ~---- ----- --
,....-
í
! SCHEDULE OF PERFORMANCE FOR
. MEDICAL OFFICFlSURGICAL FACILITY
(ALL PHASES OF DEVELOPMENT)
Item of Pedonnance Time for Completion
1. Developer execution of D D A. Within 7 days after Developer and Agency approve
fmal draft.
2NB. Developer's submission of complete Site On or before December 31, 2005.
Development Permit Application for the
Parcèl A Medical Office/Surgical Facility
Component and for the fIrSt and second
Phases of Development of the Medical
Office/Surgical Facility, "First/Second
MOB SDP A," which will include:
. Detailed Site Plan
. Floor Plans and Layout
. Elevations
. Conceptual Landscaping
. Master Grading Plan.
- . Tract Map.
2C. Developer's submission of complete Site Within 90 days after City's issuance of building
Development Permit Application for the permits for the fIrSt and second Phases of
third Phase of Development of the Development of the Medical Office/Surgical
Medical Office/Surgical Facility, "Third Facility.
, MOB SDP A," which will include:
. Detailed Site Plan
. Floor Plans and Layout
. Elevations
. Conceptual Landscaping
. Master Grading Plan.
. Tract Map.
3A. Review of First/Second MOB SDP A by Agency will use reasonable efforts to cause such
all applicable City.. departments. review within 21 days after Developer's submittal of
First/Second MOB SDP A.
3B. Review of Third MOB SDP A by all Agency will use reasonable efforts to cause such
applicable City departments. review within 21 days after Developer's submittal of
Third MOB SDP A.
4A. Agency response to Developer as to City Within 7 days after Agency's receipt of City's fmal
comments on First/Second MOB SDP A. comments, but no later than 30 days after
Developer's submission of FirstlSecond MOB
-- SDP A.
882/015610-0061 24
540839.02 809/17/04
Item of Perlormance Time for Completion
4B. Agency response to Developer as to City Within 7 days after Agency's receipt of City's final
comments on Third MOB SDP A. comments, but no later than 30 days after
Developer's submission of Third MOB SDPA.
5. Developer and City Responses. Developer will respond to any request within 7 days
and Agency will use reasonable efforts to cause City
to respond to any submission within 7 days.
6A. Agency publishes Notice of Public Within 10 days after City responds to Developer's
Hearing for the First/Second MOB SDP A comments regarding the First/Second MOB SDP A.
before the Planning Commission.
6B. Agency publishes Notice of Public Within 10 days after City responds to Developer's
Hearing for the Third MOB SDP A before comments regarding the Third MOB SDPA.
the Plannin~ Commission.
7A. Planning Commission Public Hearing and Approximately 10 days after first publication of
consideration of First/Second MOB notice of the same.
SDP A and Tract Map.
7B. Planning Commission Public Hearing and Approximately 10 days after fIrst publication of
consideration of Third MOB SDPA and notice of the same.
Tract Map.
8A. City Council consideration of Tract Within 21 days after Planning Commission approval
Map.. of First/Second MOB SDPA.
8B. City Council consideration of Tract Within 21 days after P~anning Commission approval
Map.. of Third MOB SDPA.
9A. City's Issuance of First/Second MOB Within 7 days after approval of First/Second MOB
SDP A Tract Map, if applicable. SDP A by both Planning Commission and City
Council.
9B. City's Issuance of Third MOB SDPA Within 7 days after approval of Third MOB SDP A
Tract Map, if applicable. by both Planning Commission and City Council.
lOA. Developer's preparation of final grading Within 180 days after City's issuance of
plans and Design Development Drawings First/Second MOB SDP A and Tract Map (if
for the Parcel A Medical Office/Surgical applicable).
Facility Component and the fIrst and
second Phases of Development of the
Medical Office/Surgical Facility.
lOB. Developer's preparation of final grading Within 180 days after City's issuance of Third MOB
plans and Design Development Drawings SDP A and Tract Map (if applicable).
for the third Phase of Development of the
Medical Office/Surgical Facility.
882/0 t 5610-006 t 25
540839.02 aO9/17/O4
- ---- ~- - --~~- --- - - -,
r--
I
¡ Item of Pedonnance Time for Completion
I
. llA. Developer's submission of evidence of Within 120 days after Developer's completion of
fmancing necessary to complete the Design Development Drawings for the Parcel A
Parcel A Medical Office/Surgical Facility Medical Office/Surgical Facility Component and the
Component and the fIrSt and second fIrSt and second Phases of Development of the
Phases of Development of the Medical Medical Office/Surgical Facility.
Office/Surgical Facility and of grading
permit and building pennit applications
for the Parcel A Medical Office/Surgical
Facility Component and the fIrSt and
second Phases of Development of the
Medical Office/Surgical Facility.
lIB. Developer's submission of evidence of Within 120 days after Developer's completion of
fmancing necessary to complete the third Design Development Drawings for the third Phase of
Phase of Development of the Medical Development of the Medical Office/Surgical
Office/Surgical Facility and of grading Facility.
pennit and building permit applications
for the third Phase of Development of the
Medical Office/Surgical Facility.
12A. ~ Agency's review and approval, approval Within 30 days after Agency's receipt of the same.
with conditions or denial of Developer's
evidence of fmancing submittal in Item
- IIA.
12B. Agency's review and approval, approval Within 30 days after Agency's receipt of the same.
with conditions or denial of Developer's
evidence of fmancing submittal in Item
lIB.
13A. City's issuance of grading pennit for the The later of (i) within 56 days after City's receipt of
Parcel A Medical Office/Surgical Facility building pennit application for fll'St Phase of
Component and first Phase of Development of the Medical Office/Surgical Facility .
Development of the Medical or (ii) upon Developer's completion of foundation
Office/Sur¡rical Facility. for Suites Hotel.
13B. City's issuance of grading permit for The later of (i) within 56 days after City's receipt of
second Phase of Development of the building pennit application for the second Phase of
Medical Office/Surgical Facility. Development of the Medical Office/Surgical Facility
or (ii) upon Developer's completion of framing of
exterior walls of the Suites Hotel.
13C. City's issuance of grading permit for the The later of (i) within 56 days after City's receipt of
third Phase of Development of the building pennit application for the third Phase of
Medical Office/Surgical Facility. Development of the Medical Office/Surgical Facility
or (ii) upon Developer's completion of exterior walls
and roof for the Suites Hotel.
-
I
882/015610-0061 26
540839.02 809/17/04
Item of Perlormance Time for Com letion
14A. City's issuance of building permit for By the earlier of: (i) within 98 days after City's
Parcel A Medical Office/Surgical Facility receipt of building permit application for the first
and first Phase of Development of the Phase of Development of the Medical
Medical Office/Surgical Facility. Office/Surgical Facility, which is 42 days after
issuance of grading permit for the fIrst Phase of
Development of the Medical Office/Surgical
Facilit , or ii on or before December 31, 2006.
14B. City's issuance of building permit for Within 98 days after City's receipt of building
second Phase of Development of the permit application for the second Phase of
Medical Office/Surgical Facility. Development of the Medical Office/Surgical
Facility, which is 42 days after issuance of grading
permit for the second Phase of Development of the
Medical Office/Sur. cal Facilit .
14C. City's issuance of building permit for Within 98 days after City's receipt of building
third Phase of Development of the permit application for the third Phase of
Medical Office/Surgical Facility. Development of the Medical Office/Surgical
Facility, which is 42 days after issuance of grading
permit for the third Phase of Development of the
Medical Office/Sur ical Facilit .
15A. Developer commences construction of With thirty (30) days after City's issuance of
Parcel A Medical Office/Surgical Facility building permits for the first Phase of Development
and fITSt Phase of Development of the of the Medical Office/Surgical Facility.
Medical Office/Sur. cal Féi;cilit .
15B. Developer commences construction of With thirty (30) days after City's issuance of
second Phase of Development of the building permits for the second Phase of
Medical Office/Surgical Facility. Development of the Medical Office/Surgical
Facilit .
15C. Developer commences construction of With thirty (30) days after City's issuance of
third Phase of Development of the building permits for the third Phase of Development
Medical Office/Sur. cal Facilit . of the Medical Office/Sur. cal Facilit .
16A. Developer's completion of Parcel A Within 30-36 months after City's issuance of
Medical Office/Surgical Facility and the building permits for Parcel A Medical
first Phase of Development of the Medical Office/Surgical Facility Component and the fIrst
Office/Surgical Facility. Phase of Development of the Medical
Office/Sur ical Facilit .
16B. Developer's completion of second Phase Within 30-36 months after City's issuance of
of Development of the Medical building permit for second Phase of Development of
Office/Sur ical Facilit . the Medical Office/Sur ical Facilit Com onent.
16C. Developer's completion of third Phase of Within 30-36 months after City's issuance of
Development of the Medical building permit for third Phase of Development of
Office/Sur ical Facilit . the Medical Office/Sur ical Facilit Com onent.
* In the event that a master grading plan and total parcel map for the entire Property are submitted with
the SDP A for the Suites Hotel, then no further master grading plan or tract map is required for the SDP A
for any of the Parcels included in this Schedule and City Council consideration shall not required.
882/015610-0061 27
540839.02 aO9/17/O4
-- ~-~------ - ~~' ~-- -
.
~
. .. Nothing herein shall be construed to limit City's legislative authority, which City may exercise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
. reasonable efforts to cause City to take such action in the time prescribed herein.
-
,
f-
ro--
882/01S61Q..OO61 28
540839.02809/17/04
-
OurSIDE DATES FOR CLOSING
OPTION A
Outside Date for Closine: for Medical Office/Surgical Facility Parcel A, Medical Office/Surgical Facility
Parcel 10, Medical Office/Surgical Facility Parcel 11, and Medical Office/Surgical Facility Parcel 12:
365 days after the Effective Date.
OPTION B
Parcel Outside Date for Closing
Medical Office/Surgical Facility Parcel A Within 90 days after the Developer's completion of
and one of (i) Medical Office/Surgical Facility the foundation for the Suites Hotel.
Parcel 10, (ii) Medical Office/Surgical Facility
Parcel 11, or (iii) Medical Office/Surgical
Facility Parcel 12
One of (i) Medical Office/Surgical Facility Within 90 days after the Developer's completion of
Parcel 10, (H) Medical Office/Surgical Facility framing of all exterior walls of the Suites Hotel.
Parcel 11, or (Hi) Medical Office/Surgical
Facility Parcel 12
The final unpurchased Parcel of the (i) Medical Within 90 days after the Developer's completion of
Office/Surgical Facility Parcell 0, (ii) Medical the exterior walls and roof of the Suites Hotel.
Office/Surgical Facility Parcel 11, and (iH)
Medical Office/Surgical Facility Parcel 12
882/015610-0061 29
540839.02 a09/17/O4
~--- -~~-~ _.~ ~---~-- ~. --. -
,.....-
¡ SCHEDULE OF PERFORMANCE FOR
:
PARCEL 1 RESTAURANT AND PARCEL 13 RESTAURANT
.
Item of Periormance Time for Comoletion
1. Developer execution of DDA. Within 7 days after Developer and Agency
approve final draft.
2A. Developer's submission of complete Site On or before December 31, 2005.
Development Pennit Application for
Restaurant Parcell "Parcell SDP A, "
which will include:
. Detailed Site Plan
. Floor Plans and Layout
. Elevations
. Conceptual Landscaping
. Master Grading Plan.
. Tract Map.
2B. Developer's submission of complete Site Within 180 days after City's issuance of building
Development Permit Application for permits for Restaurant Parcell.
Restaurant Parcel 13 "Parcel 13 SDPA,"
which will include:
- Detailed Site Plan
.
. Floor Plans and Layout
.
. Elevations
. Conceptual Landscaping
. Master Grading Plan.
. Tract Map.
3A. Review of Parcell SDP A by all Agency will use reasonable efforts to cause such
applicable City.. departments. review within 21 days after Developer's submittal
of Parcell SDP A.
3B. Review of Parcel 13 SDP A by all Agency will use reasonable efforts to cause such
applicable City departments. review within 21 days after Developer's submittal
of Parcel 13 SDP A.'
4A. Agency response to Developer as to City Within 7 days after Agency's receipt of City's
comments on Parcell SDP A. fmal comments on application, but no later than
30 days after Developer's submission of Parcell
SDP A.
4B. Agency response to Developer as to City Within 7,days after Agency's receipt of City's
comments on Parcel 13 SDP A. fmal comments on application, but no later than
30 days after Developer's submission of Parcel 13
SDP A.
- 5. Developer and City Responses. Developer will respond to any request within 7
days and Agency will use reasonable efforts to
cause City to respond to any submission within 7
days.
882/015610-0061 30
540839,02.09/17104
Item of Perlormance Time for Completion
6A. Agency publishes Notice of Public Within 10 days after City responds to Developer's
Hearing for the Parcell SDP A before the comments regarding the Parcell SDP A.
Planning Commission.
6B. Agency publishes Notice of Public Within 10 days after City responds to Developer's
Hearing for the Parcel 13 SDP A before comments regarding the Parcel 13 SDP A.
the Planning Commission.
7A. Planning Commission's Public Hearing Approximately 10 days after first publication of
and consideration of Parcell SDP A and .notice of the same.
Tract Map.
7B Planning Commission's Public Hearing Approximately 10 days after first publication of
and consideration of Parcel 13 SDPA and notice of the same.
Tract Map.
8A. City Council's consideration of Tract Map Within 21 days after Planning Commission
for Parcell. * approval of the Parcell SDP A.
8B. City Council's consideration of Tract Map Within 21 days after Planning Commission
for Parcel 13. * approval of the Parcel 13 SDPA.
9A. City's issuance of Parcel 1 SDPA and Within 7 days after approval of Parcel 1 SDP A
Tract Map and conditions. and Tract Map by both Planning Commission and
City Council.
9B. City's issuance of Parcel 13 SDPA and Within 7 days after approval of Parcel 13 SDP A
Tract Map and conditions. and Tract Map by both Planning Commission and
City Council.
lOA. Developer's preparation of final grading Within 180 days after City issues Parcell SDP A,
plan and Design Development Drawings Tract Map, and conditions.
for Restaurant Parcell.
lOB. Developer's preparation of fmal grading Within 180 days after City issues Parcel 13
plan and Design Development Drawings SDP ~ Tract Map, and conditions.
for Restaurant Parcel 13.
11A. Developer's submission of (i) evidence of Within 90 days after Developer's completion of
fmancing necessary to complete Parcel 1 Design Development Drawings for the Parcell
Restaurant, and (ii) grading and building Restaurant.
pennit applications for Restaurant Parcel
1.
lIB. Developer's submission of (i) evidence of Within 20 days after Developer's completion of
fmancing necessary to complete Parcell Design Development Drawings for the Parcel 13
Restaurant, and (ii) grading and building Restaurant.
pennit applications for Restaurant Parcel
13.
11C. Developer's submission of grading and Within 180 days after Developer's completion of
building pennit applications for the Parcel 1 Restaurant.
Restaurant Parcel 13.
12A. City's issuance of grading pennit for Within 56 days after City's receipt of building
Restaurant Parcel 1. pennit application for Restaurant Parcel 1.
882/015610-0061 31
540839.02 a09/17/04
~-,-- ~- -- - - - - --- ----
~
, Item of Perlormance Time for Completion
. l2B. City's issuance of grading pennit for Within 56 days after City's receipt of building
Restaurant Parcel 13. pennit application for Restaurant Parcel 13.
13A. City's issuance of building permit for Within 98 days after receipt of building pennit
Parcell Restaurant. application for Parcell Restaurant, which is 42
days after City's issuance of grading pennit for
Restaurant Parcell.
13B. City's issuance of building pennit for By the earlier of: (i) within 98 days after receipt of
Parcel 13 Restaurant. building pennit application for Parcel 13
Restaurant, which is 42 days after City's issuance
of grading pennit for Restaurant Parcel 13, or (ii)
on or before December 31, 2006.
l4A. Developer commences construction of Within thirty (30) days after City's issuance of
Parcell Restaurant. buildin2 uennits for Parcell Restaurant.
-cu
14B. Developer commences constroction of Within thirty (30) days after City's issuance of
Parcel 13 Restaurant. buildin~ . ts for Parcel 13 Restaurant.
l5A. Completion of Parcel 1 Restaurant. Within 30-36 months after City's issuance of
buildin2 . ts for Parcell Restaurant.
15B.. Completion of Parcel 13 Restaurant. Within 30-36 months after City's issuance of
buildin2 . ts for the Parcel 13 Restaurant.
r-
r ~
: * In the event that a master ~ding plan and total parcel map for the entire Property are submitted with
. the SDP A for the Suites Hotel, then no further master grading plan or tract map is required for the SDP A
for any of the Parcels included in this Schedule, and City Council consideration shall not be required.
** Nothing herein shall be construed to limit the City's legislative authority, which City may exercise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasoÎ1able efforts to cause City to take such action in the time prescribed herein.
r--
882/015610-0061 32
540839.02 a09/17/O4
OUTSIDE DATES FOR CLOSING
OPTION A
Outside Closine: Date for Closine: for Restaurant Parcell and Restaurant Parcel 13: 365 days
after the Effective Date.
OPTION B
Parcel Closing Milestones
Restaurant Parcell Within 90 days after the Developer's completion
of the foundation for the Suites Hotel.
Restaurant Parcel 13 Within 90 days after the City's issuance of
building pennits for Parcel 13 Restaurant.
882/015610-0061 33
540839.02 aO9/17/04
- -- -~ ~-
.
r--
! SCHEDULE OF PERFORMANCE FOR CASITAS DEVELOPMENT
¡ (ALLPHASESOFDEVELOPMENO
.
Item of Peñormance Time for Completion
1. Developer execution ofDDA. Within 7 days after Developer and Agency
approve fmal draft.
2. Developer and Agency execute Early Entry Within 7 days after the Effective Date.
AjUeement.
3. Developer makes purchase election, and Within 7 days after the Effective Date.
Agency and Developer open the Initial
Escrow or the Property Escrow (as
applicable).
4. Agency provides Developer with (i) copies of Within 30 days after the Effective Date.
environmental studies and reports regarding
the Property and (ii) the Preliminary Title
Report.
5. Developer submission of complete Site Within 180 days after Effective Date.
Development Pennit Application "SDP A, "
which will include:
. Detailed Site Plan
. Floor Plans and Layout
- . Elevations
. Conceptual Landscaping
, . Master Grading Plan
. Tract Map
6. Review of SDP A by all applicable City- Agency will use reasonable efforts to cause such
departments. review within 21 days after Developer's
submittal receipt of SDP A.
7. Agency response to Developer as to City Within 7 days after Agency's 'receipt of City's
comments on SDP A. final comments, but no later than 30 days after
Developer's submission of SDP A.
8. Developer and City Responses. Developer will respond to any request within 7
days and Agency will use reasonable efforts to
cause City to respond to any submission within 7
days.
9. Agency publishes Notice of Public Hearing Within 10 days after City responds to
before the Planning Commission. Developer's comments in the precedin~ section.
10. Planning Commission Public Hearing and Approximately 10 days after first publication.
consideration of SDP A and Tract Map.
11. City Council consideration' of Tract Map. Within 21 days after Planning Commission
approval.
-
-Nothing herein shall be construed to limit the City's legislative authority, which City may excise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasonable efforts to cause City to take such action in the time prescribed herein.
882/015610-0061 34
540839.02809/17/04
Item of Performance Time for Com letion
12. City's issuance of SDP A, Tract Map and Within 7 days after City Council approval.
conditions.
13A. Developer's preparation of Design On or before December 31,2004.
Development Drawings for the fIrst Phase of
Develo ment of the Casitas Develo ment.
13B. Developer's preparation of Design On or before June 30, 2005.
Development Drawings for the second Phase
of Develo ment of the Casitas Develo ment.
13C. Developer's preparation of Design On or before December 31,2005.
Development Drawings for the third Phase of
Develo ment of the Casitas Develo ment.
14. Developer's submission of evidence of Within 20 days after Developer's completion of
available cash resources to complete the Design Development Drawings for the first Phase
Casitas Development (all Phases of of Development of the Casitas Development.
Develo ment .
15. Agency review and approval, approval with Within 30 days after Agency's receipt of
conditions, or denial of Developer's evidence evidence of financing.
offinancin submitted in Item No. 14.
16. Developer's submission of building pennit Within 120 days after Developer's completion of
applications for the fIrSt Phase of Design Development Drawings for the fIrSt Phase
Develo merit of the Casitas Develo ment. of Develo ment of the Casitas Develo ment.
17. Developer's submission of building pennit Within 120 days after Developer's completion of
applications for the second Phase of the fIrSt Phase of Development of the Casitas
Develo ment of the Casitas Develo ment. . Develo ment.
18. Developer's submission of building pennit Within 120 days after Developer's completion of
applications for the third Phase of the second Phase of ~evelopment of the Casitas
Develo ment of the Casitas Develo ment. Develo ment.
19. City's issuance of building pennits for the Within 56 days after City's receipt of building
first Phase of Development of the Casitas pennit applications for the first Phase of
Develo ment. Develo ment of the Casitas Develo ment.
20. Developer commences construction of first Within 30 days after Developer's receipt of
Phase of Development of the Casitas building pennits for the first Phase of
Develo ment. Develo ment of the Casitas Develo ment.
21. City's issuance of building pennits for the Within 56 days after City's receipt of building
second Phase of Development of the Casitas pennit application for the second Phase of
Develo ment. Develo ment of the Casitas Develo ment.
22. Developer commences construction of second Within 30 days after Developer's receipt of
Phase of Development of the Casitas building pennits for the second Phase of
Develo ment. Develo ment of the Casitas Develo ment.
23. City's issuance of building pennits for the Within 56 days after City's receipt of building
third Phase of Development of the Casitas pennit application for the third Phase of
Develo ment. Develo ment of the Casitas Develo ment.
882/015610-0061 35
540839.02 aO9/17/O4 .
-~ ~~ -- -~. .
r
I Item of Pedormance Time for Completion
. 24. Developer commences construction of third Within 30 days after Developer's receipt of
Phase of Development of the Casitas building pennits for the third Phase of
Development. Development of the Casitas Development.
'25. Completion of first Phase of Development of Within 30-36 months after City's issuance of
the Casitas Development. building pennits for first Phase of Development
of the Casitas Development.
26. Completion of second Phase of Development Within 30-36 months after City's issuance of
of the Casitas Development. building pennits for second Phase of
Development of the Casitas Development.
27. Completion of third Phase of Development of Within 30-36 months after City's issuance of
the Casitas Development. building pennits for third Phase of Development
of the Casitas Development, but in no event later
than December 31, 2007.
Outside Date for Closin2 for Suites Hotel Parcel, Landscape Parcel C, Landscape Parcel E, and the
Seeley Drive Parcel (under Option A or Option B): 365 days after the Effective Date.
r--
,
¡
I
I
I
.
,.--
882/015610-0061 36
540839.02809/17/04
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Indemnification Agreement") is made
and entered into as of , 2004, by and between CP DEVELOPMENT
LA QUINTA, LLC, a California limited liability company ("Center Point"), and the
LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the
"Agency"), with reference to the following Recitals.
RECITALS.
A. Center Point and the Agency have entered into that certain Disposition and
Development Agreement dated December 18, 2003 (the "DDA"), pursuant to which, among
other things, (i) Agency has agreed to sell to Center Point, and Center Point has agreed to
purchase fÌom Agency certain real property identified therein as the "Property", which is located
in the City of La Quinta, County of Riverside, State of California, and (ii) Center Point has
agreed to construct, complete, and operate on the Property a commercial project containing a
medical office/surgical facility, a development containing "sanctuary villas," a mid-price suites
hotel, a resort-style condominiumlcasitas development (the "Casitas Development"), two (2) sit-
down restaurants, and two (2) single-family residential developments (the "Residential
Component"), with forty (40) of the single-family homes restricted for sale to moderate-income
buyers at restricted sales prices, all as more particularly described in the DDA (collectively, the
"Project").
B. Center Point initially infonned the Agency that the Residential Component would
be constructed by Ehline Development Co., a California corporation ("Ehline Development
Co."). As a result, the DDA pennits Center Point to transfer and assign the Residential
Component to Ehline Development Co. or to an affiliated entity of Ehline Development Co. (an
"Affiliated Entity"). The tenn "Ehline" shall be used hereinafter to refer to, collectively, Ehline
Development Co. and the Affiliated Entities.
C. Center Point has now requested that the DDA be revised to, among other things,
omit Ehline as, a pennitted assignee/transferee of the Residential Component and to insteaØ
pennit the assignment/transfer of the Residential Component and also the Casitas Development
to Lennar Homes of California, Inc., a California corporation ("Lennar").
D. The Agency has prepared an amendment to the DDA ("Amendment No.1") that
includes the requested assignment/transfer revisions. The Agency has expressly conditioned its
approval of Amendment No.1 on Center Point's execution of an indemnification agreement
substantially in the fonn hereof.
E. The parties hereto now wish to impose on Center Point the obligation to
indemnify the Agency, as more particularly defined in this Indemnification Agreement, against
any claims regarding the assignment/transfer revisions set forth in Amendment No.1 or resulting
fÌom the Agency's approval of Amendment No.1, or arising fÌom Ehline's entry onto the
Property, or Ehline's or Center Point's obligations to third parties including but not limited to
those who have prepared plans or conducted work in furtherance of the Project.
882/015610-0061
541417.01 aO9/17/O4
37
-~- ----- .
r- NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
i which are hereby acknowledged, the parties hereto agree as follows:
,
AGREEMENT
1. Indemnification by Center Point. Center Point hereby agrees that it shall
indemnify, defend, and hold hanDless Agency and Agency's officers, officials, members,
employees, agents, consultants, and representatives, from and against any and all claims,
liabilities, damages, losses, suits, costs and expenses (including but not limited to expert witness
fees and reasonable attorneys' fees) of every kind, nature, and type asserted by any person or
entity arising out of the Agency's agreement, as set forth in Amendment No.1, to revise the
assignment/transfer provisions set forth in the DDA, or resulting from the Agency's approval of
Amendment No.1, or arising from Ehline's entry onto the Property, or Ehline's or Center Point's
obligations to third parties including but not limited to those who have prepared plans or
conducted work in furtherance of the Project, including, but not limited to, perso~ or entities
who have designed or prepared plans or conducted any other work related to the Project on
behalf of Ehline or Center Point.
Center Point's indemnification obligations herein are in addition to the indemnification
obligations contained in the DDA, and nothing herein is intended to amend or limit Center
Point's indemnification obligations set forth in the DDA. In the event of any conflict between
- the indemnification obligations herein and those contained in the DDA, the indemnification
provisions which provide the greatest protection to the Agency shall prevail.
2. Non-liabili of A enc Offi and Em 10 ees. No officer, official, member,
employee, agent, or representative of Agency shall be personally liable to Center Point, or any
successor or assign of same, in the event of any default or breach by Agency, or for any amount
which may become due to Agency, or any successor or assign of same, or for breach of any
obligation of the terms of this Indemnification Agreement.
3. Successors and Assigns. This Indemnification Agreement shall be binding upon
and shall inure to the benefit of the successors and assigns of the respective parties hereto.
4. Governing Law. This Indemnification Agreement shall be governed by and
construed in accordance with the laws of the State of California.
5. Further Assurances. The parties covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or convenient to
effectuate and catTY out this Indemnification Agreement.
r-
! 6. Authorit of Si atories to Bind Princi also The persons executing this
Indemnification Agreement on behalf of their respective principals represent that (i) they have
882/015610-0061
541417.01809/17/04
38
been authorized to do so and that they thereby bind the principals to the terms and conditions of
this Indemnification Agreement and (ii) their respective principals are properly and duly
organized and existing under the laws of, and permitted to do business in, the State of California.
7. Interpretation. The paragraph headings of this Indemnification Agreement are for
reference and convenience only and are not part of this Indemnification Agreement. They have
no effect upon the construction or interpretation of any part hereof. The provisions of this
Indemnification Agreement shall be construed in a reasonable manner to effect the purposes of
the parties and of this Indemnification Agreement.
8. Attorney's Fees. In the event that a party to this Indemnification Agreement
brings an action against another party hereto by reason of the breach of any condition, covenant,
representation or warranty in this Indemnification Agreement, or otherwise arising out of this
Indemnification Agreement, the prevailing party in such action shall be entitled to recover from
the non-prevailing party expert witness fees, and its reasonable attorney's fees and costs.
Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to
attorney's fees shall be entitled to all other reasonable costs for investigating such action,
including the conducting of discovery.
9. Counterparts. This Indemnification Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts taken together shall constitute but one and the same instrument.
,
[ENO- SIGNATURE PAGE FOLLOWS]
882/015610-0061
541417.01 a09/17/04
39
- ~ -~ -~- - ~ -
,,---.
I IN WITNESS WHEREOF, this Indemnification Agreement has been executed by the
i parties as of the date set forth above.
!
.
"Center Point"
CP DEVELOPMENT LA QUINT A, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
Dated: By:
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
Dated: By:
Richard R. Oliphant
Its: President
:-
I "Agency"
I
. ¡
LA QUINT A REDEVELOPMENT AGENCY,
a public body, corporate and politic
Dated: By:
Thomas Genovese
Title: Executive Director
A TIEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By
M. Katherine Jenson, Agency Counsel
-
882/015610-0061
541417.01 aO9/171O4
40