ORD 409 Centre Pointe - DA 2003-006 Amendment No. 1 - Centre Pointe Development, LLC (2004)
ORDINANCE NO. 409
-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LA
QUINTA, CALIFORNIA, APPROVING AN AMENDMENT TO A
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LA
QUINTA AND CP DEVELOPMENT LA QUINT A, LLC
DEVELOPMENT AGREEMENT 2003-006, AMENDMENT NO. 1
WHEREAS, California Government Code Section 65864 et seq. (the
"Development Agreement Law") authorizes cities to enter into binding development
agreements with persons having a legal or equitable interest in real property for the
development of such property, all for the purpose of strengthening the public
planning process, encouraging private participation and comprehensive planning,
and identifying the economic costs of such development; and
WHEREAS, on or about December 18, 2003, the City Council of the City of
La Quinta r'City" or IICity Council," as applicable) entered into Development
Agreement No. 2003-006 with CP Development La Quinta, LLC (the IIDeveloper")
pursuant to California Government Code Section 65864 et seq. and Section
,--. 9.25.030 of the City's Municipal Code (the IIDevelopment Agreement"); and
WHEREAS, City staff and the Developer have negotiated an Amendment to
the Development Agreement (the IIDevelopment Agreement Amendment"); and
WHEREAS, the Planning Commission of the City did on the 28th day of
September, 2004, hold a duly noticed Public Hearing to consider the Development
Agreement Amendment and the recommendation of the Planning Commission has
been received by the City Council; and,
WHEREAS, the City Council of the City of La Quinta, California (1lCity
Council"), did on the 5th day of October, 2004, hold a duly noticed public hearing
to consider the Development Agreement Amendment; and,
WHEREAS, at said City Council Public Hearing, upon hearing and considering
all testimony and arguments, if any, of all interested persons wanting to be heard,
said City Council did make the following mandatory findings to justify approving
the Development Agreement Amendment:
1 . The proposed Development Agreement Amendment is consistent with the
- objectives, policies, general land uses and programs of the City of La Quinta
General Plan and Specific Plan 2001-005.
Ordinance No. 409
Amendment to Development Agreement 2003-006
CP Development La Quinta. LLC
Adopted: October 5. 2004
Page 2
2. The property is within the Tourist Commercial, Medium Density Residential,
and Park Districts of the 1 992 General Plan Update which permits the
proposed use and the proposed use is consistent with the goals, policies and
intent of the La Quinta General Plan Land Use Element (Chapter 2).
3. The land uses authorized and regulations prescribed for the Development
Agreement Amendment are compatible with the zoning and its related
regulations now applicable to the property. The site is zoned Tourist
Commercial, Medium Density Residential and Park which permits the
proposed uses provided conditions are met.
4. The proposed Development Agreement Amendment conforms with public
convenience and the general welfare by providing for extensive public
improvements and conforms to good land use practice by requiring the
development of a commercial development.
5. Approval of this Development Agreement Amendment will not be detrimental
to the health, safety, and general welfare since adequate provision has been
made in previous City approvals to provide for necessary and desirable
improvements and since these approvals are incorporated herein.
6. Approval of this Development Agreement Amendment will not adversely
affect the orderly development of the subject or surrounding property nor the
preservation of area-wide property values, but rather will enhance them by
encouraging planned, phased growth.
7. Consideration of the Development Agreement Amendment has been
accomplished pursuant to California Government Code Section 65864 et
seq. and the City of La Quinta Municipal Code Section 9.250.030, which
governs Development Agreements.
WHEREAS, all aetions required to be taken by the City precedent to the
adoption of this Ordinance have been regularly and duly taken.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of La
Quinta, California that it does ordain as follows:
SECTION 1. APPROV AL. The City Council hereby approves and adopts the
Development Agreement Amendment in the form presented to the City Council
concurrent with the approval and adoption of this Ordinance, and authorizes and
directs the Mayor to sign the Development Agreement Amendment on behalf of the
City, and the City Clerk to record the Development Agreement Amendment in the
Official Records of Riverside County in accordance with applicable law.
-_..._..~~-_.- ---- -- -_.~-- ~
Ordinance No. 409
Amendment to Development Agreement 2003-006
CP Development La Quinta. LLC
Adopted: October 5,2004
Page 3
~
¡
SECTION 2 ENVIRONMENTAL. Environmental Assessment 2001-436 and
subsequent addendum were certified by the City Council on February 5, 2002,
under Resolution 2002-07 and Resolution 2003-034 on June 3, 2003. The
Development Agreement Amendment does not involve changes to the project .
itself. There have been no changes in circumstances or new information regarding
the project or its setting that would require the preparation of a subsequent
environmental review. Therefore, pursuant to Section 1 5162 of the Guidelines for
Implementation of the California Environmental Quality Act, no further
environmental review is necessary in connection with the review of the
Development Agreement Amendment.
SECTION 3. EFFECTIVE DATE. This Ordinance shall be in full force and effect
thirty (30) days after its adoption.
SECTION 4. POSTING. The City Clerk shall certify to the passage and adoption of
this Ordinance, and shall cause the same to be posted in at least three public
places designated by resolution of the City Council, and shall cause this Ordinance
and its certification, together with proof of posting, to be entered into the Book of
- Ordinances of this City.
PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta
City Council held on this 19th day of October, 2004, by' the following vote:
AYES: Council Members Henderson, Osborne, Perkins, Sniff, Mayor Adolph
NOES: None
ABSENT: None
ABSTAIN: None
-
;
Ordinance No. 409
Amendment to Development Agreement 2003-006
CP Development La Quinta. LLC
Adopted: October 5. 2004
Page 4
ATTEST:
œ· -d~.~
S. GREEK, CMC, Ity Clerk
City of La Quinta, California
(CITY SEAL)
APPROVED AS TO FORM:
C~l A
i
J
M. KAT ERINE JENS I City Attorney
City of La Quinta, California
. .
- - -,-- ~
Ordinance No. 409
Amendment to Development Agreement 2003-006
CP Development La Quinta. LLC
Adopted: October 5, 2004
Page 5
-
¡
!
STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) §
CITY OF LA QUINT A )
I, JUNE S. GREEK, City Clerk of the City of La Quinta, California, do hereby certify
the foregoing to be a full, true, and correct copy of Ordinance No.409 that was
introduced at a regular meeting on the 5th day of October, 2004, and was adopted
at a regular meeting held on the 19th day of October, 2004, not being less than 5
days after the date of introduction thereof.
I further certify that the foregoing Ordinance was posted in three places within the
City of La Quinta as specified in City Council Resolution 98-109.
~'~.'~.~HJJ
E . GREEK, CMC, Clt Clerk
r-- City of La Quinta, California
DECLARA TION OF POSTING
I, JUNE S. GREEK, City Clerk of the City of La Quinta, California, do hereby certify
that the foregoing ordinance was posted on October 22, 2004, pursuant to City
Council Resolution.
~"d_ J2I ~.. JJ
J N . GREEK, CMC, City rk
City of La Quinta, California
r--
RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
DOC N 2004—OSSM063
11/08/2004 08:00A Fee:NC
Page i of 15
Recorded in Official Records
County of Riverside
Gary L. Orso
Assessor, County Clerk 8 Recorder
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(Exempt from Recording Fee per Gov't Code § 27383)
CE
AMENDMENT NO.1 TO DEVELOPMENT AGREEMENT
THIS AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT ("Amendment
No. 1") is made and entered into as of 2004 ("Effective Date") by and
between the CITY OF LA QUINTA, a California municipal corporation and charter city
organized and existing under the Constitution of the State of California (the "City"), and CP
DEVELOPMENT LA QUINTA, LLC, a California limited liability company ("Developer").
RECITALS:
A. The La Quinta Redevelopment Agency ("Agency") is the fee owner of that
certain real property located southeast of the Miles Avenue and Washington Street intersection in
the City of La Quinta, California 92253 (the "Site"). The Site is legally described in Exhibit
"Al, which is attached hereto and incorporated herein by this reference.
B. 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 from Agency, the Site, 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 condominium/casitas 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 terms are defined in the DDA
(collectively, the "Project").
C. By virtue of the DDA, the Developer has an equitable interest in the Site. By its
execution of the consent form attached to this Amendment No. 1, the Agency consents to
recordation of this Amendment No. 1 against the Site.
D. Concurrently with the execution of the DDA, the City and Developer entered into
that certain Development Agreement dated December 18, 2003, and recorded on January 5,
2004, as Instrument No. 2004-0005256, in the Official Records of the County of Riverside (the
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"Development Agreement"), for purposes of (i) identifying the terms, conditions, and
regulations for the construction of the Project, certain components of which constitute a Planned
Development (as defined in Civil Code Section 1351(k)); (ii) setting forth a payment schedule
for the Developer's payment to the City of certain amounts designed to compensate the City in
the event that certain components of the Project fail to generate specified levels of transient
occupancy tax (as that term is used in La Quinta Municipal Code Chapter 3.24) (hereinafter,
"transient occupancy tax" or "TOT"); (iii) setting forth a payment schedule for the Developer's
payment to the City of Three Hundred Forty -Six Thousand Eleven Dollars ($346,011), to cover
the Developer's contribution towards the cost of certain landscaping improvements the City
desires to install within certain portions of the real property adjacent to the Site; (iv) requiring the
Developer, at its sole cost, to construct a neighborhood park on certain real property owned in
fee by the City; and (v) setting forth the extent to which Developer may construct, develop, use
and operate the Project.
E. On or about September 23, 2004, Agency and Developer entered into that certain
Amendment No. 1 to Disposition and Development Agreement (the "DDA Amendment") to
revise (i) certain timeframes in the schedule of performance attached to the DDA; (ii) certain
conditions that must be satisfied prior to the Agency's conveyance to Developer of the Site; and
(iii) the transfer and assignment provisions in the DDA.
F. City and Developer now wish to amend the Development Agreement to revise the
transfer and assignment provisions in the Development Agreement in a manner consistent with
the revisions made to the DDA transfer and assignment provisions pursuant to the DDA
Amendment.
G. The City Council has determined that this Amendment No. 1 is consistent with
the City's General Plan and the Specific Plan, including the goals and objectives thereof.
0 H. All actions taken by City have been duly taken in accordance with all applicable
,GD OD � legal requirements, including the California Environmental Quality Act (Public Resources Code
GD 0 Section 21000, et seq.) ("CEQA"), and all other requirements for notice, public hearings,
r CU CU
GD OD findings, votes and other procedural matters.
@ 0
I. On October 5, 2004, the City Council adopted its Ordinance No. 395 approving
this Amendment No. 1.
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 Development Agreement is hereby amended as follows:
1.1 To replace Section 7.2.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.
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1.2 To replace Section 7.2.d with the following:
d. A transfer of any of the Villas Residential Development, Villas Residential
Development Parcel, Cluster/Perimeter Residential Development, Cluster/
Perimeter Residential Development Parcel, Casitas Development, or the Casitas
Development Parcel(s) to Lennar Homes of California, Inc., a California
corporation ("Lennar").
1.3 To replace Section 7.2.e with the following:
e. A transfer of the Sanctuary Villas Development or the Sanctuary Villas
Parcel(s) to Lennar or to Center Point Sanctuary, LLC, a California limited
liability company.
1.4 To replace the last paragraph of Section 7.2 with the following:
In the event of a Transfer by Developer under subparagraphs (a) through (f) above
not requiring the City's prior approval, Developer nevertheless agrees that at least
thirty (30) days prior to such Transfer it shall give written notice to City of such
assignment and satisfactory evidence that the assignee has assumed in writing
through an assignment and assumption agreement all of the obligations of
Developer of this Agreement; provided, however, that no such assignment and
assumption agreement shall be required for transfers under subparagraphs (d) or
(e) to Lennar, and upon such assignment Lennar shall be deemed to have assumed
only those obligations hereunder that pertain to the portion of the Site and the
component of the Project transferred to Lennar. In the event such transfer is
under subparagraph (c) or (f) above, Developer shall, along with the notice
required to be given pursuant to the immediately preceding sentence, provide City
with evidence that such proposed transferee entity has been duly formed in
{,, 0 accordance with the laws of the State of California.
GDOD10
GD 0 0 2. City's approval of this Amendment No. 1 is conditioned upon Developer's execution,
GD % "' concurrently with the execution hereof, of an Indemnification Agreement substantially in the
form attached hereto and incorporated herein as Exhibit "B".
3. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and
conditions of the Development Agreement shall remain in full force and effect.
4. In the event of any action between City 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.
5. This Amendment No. 1 shall be construed according to its fair meaning and as if
prepared by both parties hereto.
6. 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
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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 City 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.
7. Time is of the essence of this Amendment No. 1 and of each and every term and
provision hereof.
8. 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 City 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.
9. 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.
10. 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.
11. 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, (iii) by so
executing this Amendment No. 1 such party is formally 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]
2064-8885963
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543302.01 a09/23/04
IN WITNESS WHEREOF, City 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.
Date: 2 . , 2004
Date: C.:r �$ , 2004
Date: ePct Z F , 2004
ATTEST:
Jun , City Clerk
APPROVED AS
O FORM:
7Z �
rRUTUC P
By.
ne Jenson, to
Attorney
"Developer"
CP DEVELOPMENT LA QUINTA; LLC,
a California limited liability company`
By: Oliphant Family Trust
Its: Member
By:
Richard Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
B
Y•
Richard Oliphant
Its: President
"City"
CITY OF LA QUINTA, a California municipal
corporation and charter city organized and
existing under the Constitution of the State of
C o
By:
City Manager
1111111111111111111111111111111111111111111111111111 1iiee�8�6�
882/015610-0061
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STATE OF CALIFORNIA )
) ss
COUNTY OF )
On oI a-8 I Z4t,�4 , before men
personally appeared
personally known to me (or proved to me on th basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
,V"wan # INow
Sib904
pMNlicio CouMY °
Oct tb
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OFF _� )
Notary Public
1
personally appeared�-a-ha-a-
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
W M, -�- 'MhL 'M' "ft' - (a , iLz Jc�
M4MACorrrrMon # 1370,18 Notary Public
Notwy KAft - CMw-joI
Riverside County
My Corm►. EMW Oct 16► 2006
C004-0$$�063
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE SITE
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
THAT PORTION OF THE SOUTH HALF OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE
7 EAST, S.B.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTER ONE -QUARTER CORNER OF SAID SECTION 19,
ALSO BEING AND ANGLE POINT IN THE CENTERLINE OF MILES AVENUE AS
SHOWN ON TRACT NO. 23971-13, ON FILE IN BOOK 213 AT PAGES 25 THROUGH 30,
INCLUSIVE, OF MAPS, RIVERSIDE COUNTY RECORDS;
THENCE SOUTH 00027'38" EAST, A DISTANCE OF 75.00 FEET TO A LINE PARALLEL
WITH AND 75.00 FEET SOUTHERLY OF SAID CENTERLINE OF MILES AVENUE AND
THE TRUE POINT OF BEGINNING;
THENCE NORTH 89033'22" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF
960.27 FEET;
THENCE NORTH 00026'40" WEST, A DISTANCE OF 20.00 FEET TO A LINE PARALLEL
WITH AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE OF MILES AVENUE;
THENCE NORTH 89033'22" EAST ALONG LAST SAID PARALLEL LINE, A DISTANCE
OF 80.00 FEET;
THENCE SOUTH 0002640" EAST, A DISTANCE OF 112.88 FEET TO THE BEGINNING
OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 440.00
FEET;
THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
41042'33"9 AN ARC DISTANCE OF 320.30 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 44044'32" EAST, A DISTANCE OF
90.06 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 80.00 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
45027'41 ", AN ARC DISTANCE OF 63.48 FEET;
THENCE TANGENT TO SAID CURVE NORTH 89047'47" EAST, A DISTANCE OF 239.56
FEET TO A POINT ON THE EASTERLY LINE OF PARCEL "C" AS DESCRIBED IN DEED
TO STAMKO DEVELOPMENT CO. RECORDED MAY 16, 1994 AS INSTRUMENT NO.
108979, O.R.
lul llll1 11 111lal lu 11 lull lu lill 7 of 15
11ie�4eee+ea6een
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THENCE SOUTH 00012' 13" EAST ALONG SAID EASTERLY LINE, A DISTANCE OF
790.73 FEET TO AN ANGLE POINT THEREIN;
THENCE SOUTH 43056'42' WEST ALONG THE SOUTHEASTERLY LINE OF SAID
PARCEL licit, A DISTANCE OF 510.61 FEET TO A POINT ON A NON -TANGENT CURVE,
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 4565.17 FEET, A RADIAL
LINE TO SAID POINT BEARS NORTH 42059'27" EAST;
THENCE NORTHWESTERLY ALONG SAID CURVE AND THE SOUTHWESTERLY LINE
OF SAID PARCEL "C" THROUGH A CENTRAL ANGLE OF 02057146119 AN ARC
DISTANCE OF 236.07 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 00017'57" EAST ALONG AN
EASTERLY LINE OF SAID PARCEL "C" A DISTANCE OF 11.03 FEET TO A POINT
HEREINAFTER REFERRED TO AS POINT A, BEING ON THE NORTHEASTERLY
RIGHT-OF-WAY LINE OF THE COACHELLA VALLEY WATER DISTRICT FLOOD
CHANNEL AS SHOWN ON C.V.W.D. RIGHT-OF-WAY STATUS MAP DATED APRIL 4,
1968, DRAWING NO. 1758-10;
THENCE CONTINUING SOUTH 00017'57" EAST ALONG LAST SAID EASTERLY LINE
OF PARCEL "C", A DISTANCE OF 386.46 FEET;
THENCE NORTH 48009'56" WEST ALONG THE SOUTHWESTERLY LINE OF SAID
PARCEL "C", A DISTANCE OF 22.00 FEET TO AN ANGLE POINT THEREIN;
THENCE CONTINUING ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL licit
AND ITS NORTHWESTERLY PROLONGATION NORTH 64021'03" WEST, A DISTANCE
OF 444.84 FEET TO AN ANGLE POINT IN THE SOUTHWESTERLY LINE OF PARCEL 2
AS DESCRIBED IN DEED TO THE LA QUINTA REDEVELOPMENT AGENCY
RECORDED AUGUST 4, 1995 AS INSTRUMENT NO.2555289 O.R.
THENCE NORTH 58014'00" WEST ALONG SAID SOUTHWESTERLY LINE OF PARCEL
2, A DISTANCE OF 320.54 FEET TO A POINT ON A NON -TANGENT CURVE, CONCAVE
WESTERLY AND HAVING A RADIUS OF 2072.00 FEET, A RADIAL LINE TO, SAID
POINT BEARS NORTH 86011'26" EAST;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
11 005'41 ", AN ARC DISTANCE OF 401.22 FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 75033102" EAST, A DISTANCE OF
4.22 FEET TO A POINT ON AFOREMENTIONED NORTHEASTERLY RIGHT-OF-WAY
LINE OF THE COACHELLA VALLEY WATER DISTRICT FLOOD CHANNEL, SAID
LINE BEING A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING
A RADIUS OF 2500.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 17033123"
EAST;
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THENCE SOUTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 00 32 28 , AN ARC DISTANCE OF 23,61 FEET TO A POINT HEREINAFTER
REFERRED TO AS POINT B. SAID POINT ALSO BEING ON A NON -TANGENT CURVE,
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 2092.00 FEET, A RADIAL
LINE TO SAID POINT BEARS NORTH 75053'46" EAST;
THENCE NORTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 07041'06"3, AN ARC DISTANCE OF 280.60 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 67006'56" WEST, A DISTANCE OF
20.00 FEET TO A POINT ON A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY
AND HAVING A RADIUS OF 2072.00 FEET, A RADIAL LINE TO SAID POINT BEARS
NORTH 68013' 18" EAST;
THENCE NORTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 02012'44", AN ARC DISTANCE OF 80.00 FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 67006'56" EAST, A DISTANCE OF
20.00 FEET TO A POINT ON A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY
AND HAVING A RADIUS OF 2092.00 FEET, A RADIAL LINE TO SAID POINT BEARS
NORTH 66001' 12" EAST;
THENCE NORTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 19058'08", AN ARC DISTANCE OF 729.11 FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 00028'37" WEST, A DISTANCE OF
153.41 FEET TO A POINT ON A LINE PARALLEL WITH AND 75.00 FEET SOUTHERLY
OF THE AFOREMENTIONED CENTERLINE OF MILES AVENUE;
THENCE NORTH 89031'23" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF
487.01 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF SAID
NORTHEASTERLY RIGHT-OF-WAY LINE OF THE COACHELLA VALLEY WATER
DISTRICT FLOOD CHANNEL, SAID LINE BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT AFOREMENTIONED POINT A IN SAID NORTHEASTERLY RIGHT-OF-
WAY LINE, SAID POINT BEING ON A NON -TANGENT CURVE, CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 2500.00 FEET, A RADIAL LINE TO
SAID POINT BEARS NORTH 36057'27" EAST;
THENCE NORTHWESTERLY ALONG SAID CURVE AND SAID NORTHEASTERLY
RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 18051'35"9, AN ARC
DISTANCE OF 822.91 FEET TO AFOREMENTIONED POINT B.
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SUBJECT TO ALL RIGHTS -OF -WAY AND EASEMENTS OF RECORD. COMPRISING
42.47 ACRES (19,850,000 SQUARE FEET), MORE OR LESS.
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EXHIBIT "B"
INDEMNIFICATION AGREEMENT
[See Following Pages]
'/5663
�8SO: 098
8
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INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Indemnification Agreement") is made
and entered into as of , 20049 by and between CP DEVELOPMENT
LA QUINTA, LLC, a California limited liability company ("Developer"), and the CITY OF
LA QUINTA, a California municipal corporation and charter city organized and existing under
the Constitution of the State of California ("City"), with reference to the following Recitals:
RECITALS
A. On or about December 18, 2003, Developer and the La Quinta Redevelopment
Agency ("Agency") entered into that certain Disposition and Development Agreement (the
"DDA"), pursuant to which, among other things, (i) Agency agreed to sell to Developer, and
Developer agreed to purchase from 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) Developer agreed to construct, complete, and operate on the Property a commercial
project containing a medical office/surgical facility, a development containing privately owned
villas (the "Sanctuary Villas Development"), a mid -price suites hotel, a resort -style
condominium/casitas 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. Concurrently with the Developer's and Agency's execution of the DDA,
Developer and the City entered into that certain Development Agreement dated December 18,
2003, and recorded on January 5, 2004, as Instrument No. 2004-0005256, in the Official Records
of Riverside County (the "Development Agreement"), which, among other terms, (i) sets forth a
payment schedule for Developer's mitigation payments to the City; (ii) sets forth a schedule for
Developer's payment to the City of Three Hundred Forty -Six Thousand Eleven Dollars
GD 10 ($346,011) as Developer's financial obligation toward certain landscaping improvements to be
"�
co o installed on a portion of the Property; (iii) requires Developer, at its sole cost, to construct a
GD % ~ neighborhood park on certain real property owned in fee by the City; and (iv) sets forth the
GD
CU% extent to which Developer may construct, develop, use and operate the Project, all as more
particularly described in the Development Agreement.
C. Developer initially informed the City and Agency that the Residential Component
would be constructed by Ehline Development Co., a California corporation ("Ehline
Development Co."). As a result, both the DDA and Development Agreement, as originally
executed, permit Developer to transfer and assign the Residential Component to Ehline
Development Co. or to an affiliated entity of Ehline Development Co. (an "Affiliated Entity").
The term "Ehline" shall be used hereinafter to refer to, collectively, Ehline Development Co. and
the Affiliated Entities.
D. On or about September 23, 2004, Agency and Developer entered into that certain
Amendment No. 1 to Disposition and Development Agreement (the "DDA Amendment") to,
882/015610-0061
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among other revisions, omit Ehline as a permitted assignee/transferee of the Residential
Component and to instead permit the assignment/transfer of the Residential Component and also
the Casitas Development and the Sanctuary Villas Development to Lennar Homes of California,
Inc., a California corporation ("Lennar").
E. The City has prepared an amendment to the Development Agreement (the
"Development Agreement Amendment") to revise the transfer and assignment provisions in the
Development Agreement in a manner consistent with the revisions made to the DDA. The City
has expressly conditioned its approval of the Development Agreement Amendment on
Developer's execution of an indemnification agreement substantially in the form hereof.
F. The parties hereto now wish to impose on Developer the obligation to indemnify
the City, as more particularly defined in this Indemnification Agreement, against any claims
regarding the assignment/transfer revisions set forth in the Development Agreement Amendment
or resulting from the City's approval of the Development Agreement Amendment, or arising
from Ehline's entry onto the Property, or Ehline's or Developer's obligations to third parties
including but not limited to those who have prepared plans or conducted work in furtherance of
the Project.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Indemnification by Developer. Developer hereby agrees that it shall indemnify,
defend, and hold harmless City and City's officers, officials, members, employees, agents,
consultants, and representatives, from and against any and all claims, liabilities, damages, losses,
cc suits, costs and expenses (including but not limited to expert witness fees and reasonable
CD�?attorneys' fees) of every kind, nature, and type asserted by any person or entity arising out of the
coo City's agreement, as set forth in the Development Agreement Amendment, to revise the
CEOassignment/transfer provisions set forth in the Development Agreement, or result ing from the
GD C City's approval of the Development Agreement Amendment, or arising from Ehline s entry onto
the Property, or Ehline's or Developer'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, persons or entities who have designed or prepared plans or conducted any other
work related to the Project on behalf of Ehline or Developer
11.1 Developer's indemnification obligations herein are in addition to the
indemnification obligations contained in the Development Agreement, and nothing herein is
intended to amend or limit Developer's indemnification obligations set forth in the Development
Agreement. In the event of any conflict between the indemnification obligations herein and
those contained in the Development Agreement, the indemnification provisions which provide
the greatest protection to the City shall prevail.
2. Non -liability of City Officers and Employees. No officer, official, member,
employee, agent, or representative of City shall be personally liable to Developer, or any
882/015610-0061 _
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successor or assign of same, in the event of any default or breach by City, or for any amount
which may become due to City, 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 carry out this Indemnification Agreement.
6. Authority of Signatories to Bind Principals. The persons executing this
Indemnification Agreement on behalf of their respective principals represent that (i) they have
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.
[END — SIGNATURE PAGE FOLLOWS]
2894-0885663
882/015610-0061 _
543302.01 a09/23/04
IN WITNESS WHEREOF, this Indemnification Agreement has been executed by the
parties as of the date set forth above.
Dated: -
Dated:
Dated:
ATTEST:
City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By
M. Katherine Jenson, City Attorney
"Developer"
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
By:
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
By:
Richard R. Oliphant
Its: President
"City"
CITY OF LA QUINTA, a California municipal
corporation and charter city organized and
existing under the Constitution of the State of
California
Bv:
Thomas Genovese
Title: Executive Director
2094-0885063
982/015610-0061
543302.01 a09/23/04 _5
/�in��O/yLo��ts Cj
11/08/2N4 # REPRINT 88:52AM
RECEIPT # 1228543
Riverside County
Clerk and Recorder
2724 Gateway Drive
Riverside, CA 92507
FROM CITY OF LA @UINTA
By EPARRA
Recordings on this Receipt:
2814-68851,62 thru 2104-0885663
M 2064-8886162 MULTI <NC> 0.60
S 2604-8885863 STANDARD <HC> 0.01
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TOTAL FEE -----> 6.00
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CHANGE -------- > 8.6#
Check #
RECEIPT