ORD 424ORDINANCE NO. 424
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LA
QUINTA, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF LA QUINTA AND CALLE ESTADO,
LLC
DEVELOPMENT AGREEMENT 2005-008
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, the Planning Commission of the City of La Quinta did, on
the 22nd day of November, 2005, hold a duly noticed Public Hearing to consider the
Development Agreement, and did in fact adopt Planning Commission Resolution
2005-065, recommending approval to the City Council; and,
WHEREAS, the City Council of the City of La Quinta, California ("City
Council"), did on the 6th day of December, 2005, 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:
1. The proposed Development Agreement is consistent with the objectives,
policies, general land uses and programs of the City of La Quinta General
Plan, and the Conditions of Approval for Village Use Permit 2005-027, as
approved and adopted under La Quinta Planning Commission Resolution
2005-033.
2. The land use authorized and regulations prescribed for the Development
Agreement are compatible with the zoning and its related regulations now
applicable to the property. The site is zoned Village Commercial, which
permits variations to the City's parking requirements. The proposed parking
provisions of Village Use Permit 2005-027, in conjunction with approval of
this Development Agreement, will provide assurance that the intent of
applicable land use regulations are met by the project.
Ordinance No. 424
Development Agreement 2005-008
Calle Estado, LLC
Adopted: December 20, 2005
Page 2
3. The proposed Development Agreement conforms to the public convenience
and the general welfare, by providing the means for public parking
improvements, and conforms to good land use practice by requiring an
acceptable alternative for the provision of
p parking, to accomplish
development of the contemplated commercial project.
4. Approval of this Development Agreement will not be detrimental to the
health, safety, and general welfare since adequate provision has been made
in previous City approvals, specifically Village Use Permit 2005-027, to
provide for necessary and desirable improvements, with these approvals
incorporated herein.
5. Approval of this Development Agreement will not adversely affect the
orderly development of the subject or surrounding property, nor the
preservation of area -wide property values, but conversely, will enhance them
by encouraging planned, phased growth.
6. Approval of this Development Agreement will have a positive fiscal impact
on the City, as it will providesupplemental funding towards necessary public
parking improvements in the Village at La Quinta, which might otherwise be
unattainable given currently available funding sources.
7. Consideration of this Development Agreement 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 actions 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. APPROVAL. The City Council hereby approves and adopts the
Development Agreement in the form presented to the City Council concurrent with
the approval and adoption of this Ordinance, and authorizes and directs the City
Manager to sign the Development Agreement on behalf of the City, and the City
Clerk to record the Development Agreement in the Official Records of Riverside
County in accordance with applicable law.
Ordinance No. 424
Development Agreement 2005-008
Calle Estado, LLC
Adopted: December 20, 2005
Page 3
SECTION 2. ENVIRONMENTAL. The environmental determination for Village Use
Permit 2005-027, as a Categorical Exemption under the Guidelines for
Implementation of the California Environmental Quality Act, Section 15332 (Infill
Development), was confirmed and adopted by the Planning Commission under
Planning Commission Resolution 2005-033. Said determination, along with the
approval for Village Use Permit 2005-027, was adopted by Planning Commission
on July 26, 2005. The Development Agreement does not involve changes to the
project itself, and there have been no changes in circumstances or new information
regarding the project or its setting that would require any subsequent
environmental review, pursuant to Section 15162 of the CEQA Guidelines.
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 201h day of December, 2005, by the following
vote:
AYES: Council Members Henderson, Sniff, Mayor Adolph
NOES: None
ABSENT: Council Member Perkins
ABSTAIN: Council Member Osborne
DON ADOLPH, ayor
City of La Quinta, California
Ordinance No. 424
Development Agreement 2005-008
Calle Estado; LLC
Adopted: December 20, 2005
Page 4
ATTEST:
J GREEK, CMC, Ci1V Clerk
City of La Quinta, California
(CITY SEAL)
APPROVED AS TO FORM:
r
M. KAT ERINE JENSON ; ity Attorney
City of L Quinta, California
Ordinance No. 424
Development Agreement 2005-008
Calle Estado, LLC
Adopted: December 20, 2005
Page 5
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE) §
CITY OF LA QUINTA 1
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.424 that was
introduced at a regular meeting on the 6th day of December, 2005, and was
adopted at a regular meeting held on the 20h day of December, 2005, not being
less than 5 days after the date of introduction thereof.
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.
JUNE S. GREEK, CIVIC, City Clerk
City of La Quinta, California
DECLARATION 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 pursuant to
City Council Resolution.
f �(
JUNK-S.; GREEK, CMC, City--Olerk
City of La Quinta, California
RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
DOC # 2006-0672299
09/12/2006 08:00A Fee:NC
Page 1 of 48
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk 8 Recorder
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8�8
DEVELOPMENT AGREEMENT
BY AND AMONG
1� I
CITY OF LA QUINTA ("CITY")
THE
LA QUINTA REDEVELOPMENT AGENCY ("AGENCY")
. -Lam
CALLE ESTADO, L.L.C.
A CALIFORNIA LIMITED LIABILITY COMPANY ("DEVELOPER")
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DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is entered into as of the 10 _ day of
$e - 0eT , 200�-, ("Reference Date"), by and among the CITY OF LA QUINTA, a
California municipal corporation and charter city (the "City"), the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency" and,
collectively with the City, the "City Entities") and CALLE ESTADO L.L.C., a California limited
liability company (the "Developer"), with reference to the following:
RECITALS
A. Government Code Sections 65864-65869.5 (the "Development Agreement Act")
authorize the City to enter into a binding development agreement for the development of real
property within its jurisdiction with persons having legal or equitable interest in such real
property.
B. Pursuant to Section 65865 of the Government Code, the City has adopted its
Development Agreement Ordinance (La Quinta Municipal Code Section 9.250.030) establishing
procedures and requirements for such development agreements ("Development Agreement
Ordinance").
C. Developer owns the 0.34 acre parcel of real property ("Site") located at the
southwest corner of Calle Estado and Desert Club Drive, in the City of La Quinta, County of
Riverside, State of California, which Site is legally described in Exhibit "A" attached hereto, and
which is the subject of this Agreement.
.D. Prior to the execution of this Agreement, the City approved Village Use Permit
No. 2005-027 (the "VUP"), subject to conditions of approval. The VUP provides planning and
development criteria for a proposed project on the Site, which project is commonly known as
Calle Estado (the "Project"). The Project will consist of the development of the Site with a
proposed 10,709 gross square foot structure intended for general retail and office uses; the first
floor will contain approximately 3,854 square feet of gross floor area as retail uses and the
second floor will contain 5,541 square feet of gross floor area as general office uses. A 25-space
parking lot will occupy the remainder of the Site. The building will be generally situated on the
north portion of the Site, with the front of the building facing Calle Estado. The VUP is known
as the "Development Plan".
E. The City's Municipal Code requires that a total of 42 parking stalls be provided to
service the Project. The Site is situated such that only 25 of the 42 required parking stalls are
available for the Project. While the Project requires an additional 17 parking stalls, the La
Quinta Municipal Code permits the City to credit 2 street -side parking spots towards the Projects
parking obligation. To fulfill the remaining parking requirements for the Project, the VUP was
conditioned on the Developer entering a development agreement with the City Entities to require
the Developer to pay a parking fee in exchange for the City crediting 15 parking stalls in the
Agency -owned parking lot (which lots is located at the northwest corner of Avenida Bermudas
and Avenida Montezuma, in the City of La Quinta, County of Riverside, State of California,
which parking lot is legally described in Exhibit `B" attached hereto (the "Agency Parking
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Lots") towards fulfilling the Project's parking obligation of providing 42 parking stalls. The
Agency Parking Lot is located in close proximity to the Site and is within close walking distance
of the Site. The parties to this Agreement agree and acknowledge that the Agency is entering
this Agreement for the sole and exclusive purposes of providing its consent, as provided in
Section 2.4.1, to the crediting of 15 parking stalls on the Agency Parking Lots towards the
Project's parking and for no other purpose. Without limiting the City's use of these fees, it is
intended that the fees paid by the Developer shall be used to add or provide additional parking in
the future.
F. The Development Plan also requires, in addition to the fee described above, and
as consideration for the City crediting 15 parking stalls in the Agency Parking Lots towards the
Project's parking obligation, that the City and Developer enter an agreement providing that the
parking stalls located on the Site shall be available for use by the general public during hours
when the on -Site businesses are closed.
G. Consistent with Section 9.250.030 of the La Quinta Municipal Code, the parties
desire to enter into a binding agreement for purposes of (i) setting forth a per -parking stall up-
front payment for the Developer's payment to the City of certain fees that the parties agree are
designed to compensate the City for (A) the crediting of 15 parking stalls located in the Agency
Parking Lot towards fulfilling the Project's parking obligation; and (B) the potential added wear
and tear on the municipal infrastructure which will result from the Development Plan and the
crediting of the parking stalls in the Agency Parking Lots; (ii) requiring the Developer and its
successors -in -interest to provide public parking on the Site; and (iii) granting Developer a vested
right to develop the Site according to the Development Plan.
H. Among other purposes, this Agreement is intended to be, and shall be construed
as, a development agreement within the meaning of the Development Agreement Act. This
Agreement will eliminate uncertainty in planning for and secure the orderly development of the
Project, ensure a desirable and functional community environment, provide effective and
efficient development of public facilities, infrastructure, and services appropriate for the
development of the Project, and assure attainment of the maximum effective utilization of
resources within the City, by achieving the. goals and purposes of the Development Agreement
Act. In exchange for these benefits to City, Developer desires to receive the assurance that it
may proceed with development of the Project in accordance with the terms and conditions of this
Agreement and the Development Plan, all as more particularly set forth herein.
1. The City Council has determined that the Project and this Agreement are
consistent with the City's General Plan, including the goals and objectives thereof.
J. All actions taken by City and Agency have been duly taken in accordance with all
applicable legal requirements, including the California Environmental Quality Act (Public
Resources Code Section 21000, et seq.) ("CEQA"), and all other requirements for notice, public
hearings, findings, votes and other procedural matters.
K. On December 20, 2005, the City Council adopted its Ordinance No. 424
approving this Agreement. On February 21, 2006, the Agency adopted Resolution No. RA
2006-001 approving this Agreement for the sole and exclusive purpose of consenting to the
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crediting of 15 parking stalls located on the Agency Parking Lots towards fulfilling the Project's
parking obligations.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, the parties do hereby agree as follows:
1.0 GENERAL.
1.1 Term.
The term of this Agreement (the "Term") shall commence on the Effective Date hereof
and shall continue for ten (10) years thereafter, unless said term is otherwise terminated,
modified, or extended by circumstances set forth in this Agreement or by mutual consent of the
parties hereto after the satisfaction of all applicable public hearing and related procedural
requirements.
1.2 Effective Date.
This Agreement shall be effective, and the obligations of the parties hereunder shall be
effective, as of January 19, 2006, which is the date that Ordinance No. 424 takes effect
("Effective Date").
1.3 Amendment or Cancellation.
Except as expressly stated to the contrary herein, this Agreement may be amended or
canceled in whole or in part only by mutual consent of the parties and in the manner provided for
in Government Code Section 65867-65868 and the City's Development Agreement Ordinance.
1.4 Termination.
Unless terminated earlier, pursuant to the terms hereof, this Agreement shall
automatically terminate and be of no f irther'effect upon the expiration of the Term of this
Agreement. Termination of this Agreement, for any reason, shall not, by itself, affect any right
or duty arising from entitlements or approvals set forth under the Development Plan, as defined
in Section 2.1, below.
1.5 Incorporation of Recitals.
The recitals are hereby incorporated into this Agreement.
2.0 DEVELOPER'S RIGHTS AND LIMITATIONS REGARDING CONSTRUCTION OF
THE PROJECT.
2.1 Right to Develop.
Subject to the terms, conditions, and covenants of this Agreement, Developer's right to
develop the Project in accordance with the Development Plan (and subject to the conditions of
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approval thereof (the "Conditions of Approval") which, among other conditions of approval
associated with future approvals and permits issued by the City, include but are not limited to the
conditions of approval set forth in Exhibit "C" attached hereto) shall be deemed vested upon
execution of this Agreement, which vesting shall expire upon the earlier of the following
occurrences: (a) termination of this Agreement; or (b) an uncured material default by Developer
of this Agreement. Except for the expiration set forth in clause (a) of the preceding sentence, the
expiration of the vesting right set forth in the preceding sentence shall not terminate the
obligations of Developer under this Agreement. Notwithstanding anything in this Agreement to
the contrary, the Project shall remain subject to the following, to the same extent it would
without this Agreement:
(i) all ordinances, regulations, rules, laws, plans, policies, and guidelines of
the City and its City Council, Planning Commission, and all other City boards, commissions, and
committees existing on the Effective Date of this Agreement (collectively, the "Existing
Development Regulations");
(ii) all amendments or modifications to Existing Development Regulations
after the Effective Date of this Agreement and all ordinances, regulations, rules, laws, plans,
policies, and guidelines of the City and its City Council, Planning Commission, and all other
City boards, commissions, and committees enacted or adopted after the Effective Date of this
Agreement (collectively, "New Laws"), except such New Laws which would prevent or
materially impair Developer's ability to develop the Project in accordance with the Development
Plan, unless such New Laws are (A) adopted by the City on a City wide -basis and applied to the
Site in a non-discriminatory manner, (B) required by a non -City entity to be adopted by or
applied by the City (or, if adoption is optional, the failure to adopt or apply such non -City law or
regulation would cause the City to sustain a loss of funds or loss of access to funding or other
resources), or (C) New Laws the City reserves the right to apply under this Agreement,
including, but not limited to, Sections 2.2 and 3.3.4;
(iii) all subsequent development approvals and the conditions of approval
associated therewith, including but not limited to any further site development permits, tract or
parcel maps, and building permits;
(iv) the payment of all fees or exactions in the categories and in the amounts as
required at the time such fees are due and payable, which may be at the time of issuance of
building permits, or otherwise as specified by applicable law, as existing at the time such fees are
due and payable; and
(v) the reservation or dedication of land for public purposes or payment of
fees in lieu thereof as required at the time such reservations or dedications or payments in lieu
are required under applicable law to be made or paid.
2.2 Additional Applicable Codes and Regulations.
Notwithstanding any other provision of this Agreement, the City also reserves the right to
apply the following to the development of the Project:
2.2.1 Building, electrical, mechanical, fire and similar building codes based
upon uniform codes adopted in, or incorporated by reference into, the La Quinta
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Municipal Code, as existing on the Effective Date of this Agreement or as may be
enacted or amended thereafter, applied to the Project in a nondiscriminatory manner.
2.2.2 In the event of fire or other casualty requiring construction of more than
fifty (50%) percent of any building previously constructed hereunder, nothing herein
shall prevent the City from applying to such reconstruction, all requirements of the City's
Building, Electrical, Mechanical, and similar building codes based upon uniform codes
adopted in, or incorporated by reference into, the La Quinta Municipal Code, solely to the
extent applicable to all development projects in the City.
2.2.3 This Agreement shall not prevent the City from establishing any new
City fees on a City-wide basis and applied to Site in a non-discriminatory manner,
including new development impact fees, or increasing any existing City fees, including
existing development impact fees, and to apply such new or increased fees to the Project
or applicable portion thereof where such new or increased fees may be charged.
2.3 Permitted Density, Height and Use Limitations.
The permitted uses, density and intensity of use, location of uses, maximum height and
size of proposed buildings, minimum setbacks, and other standards applicable to the Project shall
be those set forth in the Development Plan and this Agreement, whichever is the strictest.
2.4 Credit of Parking Stalls in the Agency Parking Lots.
In exchange for the full performance of the Developer's Obligations described in
Section 3, the City shall credit the Developer with 2 street -side parking spots as permitted by the
La Quinta Municipal Code and 15 parking stalls in the Agency Parking Lots, which stalls shall
be counted towards fulfilling the Project's parking obligations. This Agreement does not operate
to create a conveyance, hypothecation, lease, license, sale or any form of transfer of an interest in
the parking spots on public streets or the Agency Parking Lots or any exclusive right to use
parking stalls in the Agency Parking Lots. Developer shall have the same right to use parking
spaces on the public street and in the Agency Parking Lots as members of the general public;
provided, however, that Developer shall enforce a policy that encourages Project employees to
park their automobiles at the Agency Parking Lots.
2.4.1 Agency Consent. Subject to the obligations of Developer as provided in
this Agreement, Agency hereby consents to crediting 15 parking stalls in the Agency
Parking Lots towards fulfilling the Project's parking obligations.
3.0 DEVELOPER'S OBLIGATIONS.
3.1 Conditions of Approval.
The Developer shall comply with the Conditions of Approval attached hereto as Exhibit
"C" as well as all other conditions of approval that have been or may be imposed. Developer
acknowledges that additional conditions of approval beyond those set forth in Exhibit "C" may
be applicable to the Project if and as associated with future Project approvals.
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IN �•�`m na
3.2 Restriction on the Site.
Prior to, and as a condition precedent of, the City's issuance of any building permit for
the Project, and immediately following payment of the fees detailed in Section 3.3.2, the
Developer shall submit to the City, obtain approval thereof, and record a deed restriction (the
"Restriction") against the Site which, in addition to the obligations set forth in the Conditions of
Approval, shall (i) require the Developer's payment of the fees as described -in Section 3.3,
(ii) acknowledge that such fees have been paid and that the parking obligation for the Project is
fulfilled by the credit of two street -side parking spots and 15 parking stalls in the Agency
Parking Lots; and (iii) provide for the general public's use of Site parking stalls during times
when the on -Site businesses are closed as provided by Section 3.5. The Restriction shall be in a
form and substance substantially similar to that of the Restriction attached hereto as Exhibit "D".
3.3 Payments to City by Developer.
3.3.1 General.
During the Term of this Agreement, Developer shall make the payments to City
described in this Section 3.3. The payments under this Section 3.3 are not the exclusive
development impact fees for the Project, and nothing in this Section 3.3 shall be construed as a
limitation on the right of the City to impose, levy, or assess the Site other development fees as
permitted by applicable law and this Agreement.
3.3.2 Developer's Payments of Up -Front Parking Fees.
Prior to, and as a condition precedent of, the issuance of any building permit for the Site,
Developer shall pay or cause to be paid to the City the sum of $12,000.00 per parking space for
each of the 15 parking stalls in the Agency Parking Lots being credited towards fulfilling the
Project's parking obligations. The total amount of fees due under this provision prior to the
issuance of any building permit for the Site shall be $180,000. This fee shall be paid in one lump
sum without deduction or offset.
3.3.3 City Parking Fee Study, Effect on Payment of Up -Front Parking Fees.
Independent of Developer's obligations under this Section 3.3.2, the City may choose to
prepare a parking study to determine the per -parking stall parking fee to be applied to
development in the La Quinta Village area. If the City approves a parking fee within one year of
the Reference Date and the fee calculated pursuant to this parking study and approved by the
City Council is less than $12,000 per parking stall, then the City shall, within a reasonable time
after the adoption of the fee by the City Council, reimburse to Developer that portion of the per
space fee that exceeds $12,000. If the fee calculated pursuant to the parking study and approved
by the City Council is greater than $12,000 per parking stall, the Developer shall have no
obligation under this Development Agreement to pay the increased amount. If the City chooses
not to adopt a per -parking stall parking fee for the La Quinta Village area, the Developer shall
have no right to seek a refund of the payment described in this Section 3.3.2. The City's
obligation under this section to reimburse the Developer shall terminate within one year of the
Reference Date.
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3.3.4 Other Fees and Charges.
Nothing set forth in this Agreement is intended or shall be construed to limit or restrict
the City's authority to impose its existing, or any new or increased, fees, charges, levies, or
assessments for the development of the Site, or to impose or increase, subject to the required
procedure, any taxes applicable to the Site; provided nothing set forth herein is intended or shall
be construed to limit or restrict whatever right Developer might otherwise have to challenge any
fee, charge, levy, assessment, or tax imposed. Developer shall timely pay all applicable fees,
charges, levies, assessments, and special and general taxes validly imposed in accordance with
the Constitution and laws of the State of California, including without limitation school impact
fees in accordance with Government Code §§ 65995, et seq.
3.4 Dedications and Improvements.
Developer shall offer such dedications to the City or other applicable public agency, or
complete those public improvements in connection with the Project, as specified in the
Development Plan and Conditions of Approval.
3.5 Public Use of Site's Parkin Stalls.
talls.
Once constructed, the parking stalls located on the Site shall be available to the general
public for use between the hours of 6:00 p.m. and 2:00 a.m.; provided, however, that Developer
(and/or its permitted successors) may reserve five (5) designated spaces for any on -Site
businesses that remain open after 6:00 p.m. At the request of Developer, the Director of
Community Development may consider increasing the number of designated spaces to equal up
to 50% of the on -Site parking spaces if the Director of Community Development determines that
an increase in designated spaces is warranted. Any such approval must be in writing to be
effective. Developer shall not erect or maintain entry gates, regulated access barriers or any
other driveway barrier. Except for signage identifying designated spaces, Developer shall not
erect or place any signage on the Site prohibiting public parking during times that on -Site
businesses are closed. The parking lot on the Site shall be lighted in conformity with the La
Quinta Municipal Code between dusk and 11:00 p.m. every day of the week.
3.6 Indemnification.
(a) Developer agrees to and shall indemnify, hold harmless, and defend, the City and
Agency and their respective officers, officials, members, agents, employees, and representatives
(collectively, "the Indemnified Parties"), from liability or claims for death or personal injury and
claims for property damage which may arise from the acts, errors, and/or omissions of the
Developer or its contractors, subcontractors, agents, employees or other persons acting on its
behalf in relation to the Project and/or this Agreement, except to the extent that the liability or
claims arise from the City's or the Agency's gross negligence or willful misconduct. The
foregoing indemnity applies to all deaths, injuries, and damages, and claims therefor, suffered or
alleged to have been suffered by reason of the acts, errors, and/or omissions referred to in this
paragraph, regardless of whether or not the City prepared, supplied, or approved plans or
specifications, or both, and regardless of whether or not any insurance policies are applicable.
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(b) Developer agrees to and shall indemnify, hold harmless, and defend, the
Indemnified Parties from any challenge to the validity of this Agreement, the Restriction, or to
the City Entities' implementation of their rights under this Agreement; the Developer shall
indemnify, hold harmless, pay all costs and provide defense for the Indemnified Parities in said
action or proceeding with counsel chosen by the City.
(c) In the event the Indemnified Parties are made a party to any action, lawsuit, or
other adversarial proceeding in any way involving claims specified in paragraphs (a) or (b)
above, Developer shall provide a defense to the Indemnified Parties, or at the Indemnified
Parties' option, reimburse the Indemnified Parties their costs of defense, including attorney's
fees, incurred in defense of such claim. The Indemnified Parties shall have the right to select
legal counsel of their choice. In addition, Developer shall be obligated to promptly pay any final
judgment or portion thereof rendered against the Indemnified Parties. The City Entities shall, at
no cost to the City Entities, cooperate with the Developer in any such defense as Developer may
reasonably request.
4.0 CITY'S OBLIGATIONS & ACKNOWLEDGEMENTS.
4.1 Scope of Subsequent Review/Confirmation of Compliance Process.
Nothing set forth herein shall impair or interfere with the right of the City to require the
processing of building permits as required by law, pursuant to the applicable provisions of the La
Quinta Municipal Code and the provisions of City's Fire Codes and ordinances, Health and
Safety Codes and ordinances, and Building, Electrical, Mechanical, and similar building codes.
Prior to each request for a building permit, Developer shall provide City with a
Compliance Certificate ("Certificate"), in substantially the same form as that attached hereto as
Exhibit "E", which shall describe how all applicable Conditions of Approval have been fully
complied with. The Certificate shall be distributed to the relevant City departments in order to
check the representations made by Developer on the Certificate.
4.2 Project -Approvals Independent.
All approvals required for the Project which may be or have been granted, and all land
use entitlements or approvals generally which have been issued or will be issued, by the City
with respect to the Project, constitute independent actions and approvals by the City. If any
provision of this Agreement or the application of any provision of this Agreement to a particular
situation is held by a court of competent jurisdiction to be invalid or unenforceable, or if this
Agreement terminates for any reason, then such invalidity, unenforceability or termination of this
Agreement or any part hereof shall not affect the validity or effectiveness of any such Project
approvals or other land use approvals and entitlements. In such cases, such approvals and
entitlements will remain in effect pursuant to their own terms, provisions, and the Conditions of
Approval. It is understood by the parties to this Agreement that, pursuant to existing law, if this
Agreement terminates or is held invalid or unenforceable as described above, such approvals and
entitlements shall not remain valid for the term of this Agreement, but shall remain valid for the
term of such approvals and entitlements.
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4.3 Review for Compliance.
The City shall review Developer's compliance with the terms of this Agreement at least
once during every twelve (12) month period following the Effective Date of this Agreement, in
accordance with the City's procedures and standards for such review set forth in the City's
Development Agreement Ordinance. During such periodic review by the City, the Developer,
upon written request from City, shall be required to demonstrate, and hereby agrees to furnish,
evidence of good faith compliance with the terms hereof. The failure of the City to conduct or
complete the annual review as provided herein or in accordance with the Development
Agreement Act shall not impact the validity of this Agreement. If, at the conclusion of the
annual review provided for herein, Developer has been found in compliance with this
Agreement, the City, through the City's Community Development Director, shall, at Developer's
written request, issue a Certificate of Compliance to Developer stating that (1) this Agreement
remains in full force and effect and (2) Developer is in compliance with this Agreement. The
Certificate of Compliance shall be in recordable form, and shall contain information necessary to
communicate constructive record notice of the finding of compliance. Developer, at its option
and sole cost, may record the Certificate of Compliance.
4.4 Satisfaction of VUP Condition.
The City hereby acknowledges and agrees that full compliance with this Agreement,
among other things, will constitute Developer's satisfaction and compliance with those portions
of condition 44 of the conditions of approval for the VUP approved by the City which relate to
Developer's obligation to enter into a development agreement for the payment of parking fees
and fulfillment of parking obligations.
5.0 DEFAULT; REMEDIES, DISPUTE RESOLUTION.
5.1 Notice of Default.
In the event of failure by either party hereto substantially to perform any material term or
provision of this Agreement, the non -defaulting party shall have those rights and remedies
provided herein, provided that such non -defaulting party has first provided to the defaulting party
a written notice of default in the manner required by Section 8.1 hereof identifying with
specificity the nature of the alleged default and the manner in which said default may
satisfactorily be cured. Without limiting the scope of what is considered "material," the parties
agree that Developer's failure to perform any of the obligations contained in Section 3.0 shall be
a material default.
5.2 Cure of Default.
Upon the receipt of the notice of default, the alleged defaulting party shall promptly
commence to cure, correct, or remedy the identified default at the earliest reasonable time after
receipt of the notice of default and shall complete the cure, correction or remedy of such default
not later than five (5) days [or thirty (30) days for non -monetary defaults] after receipt of the
notice of default, or, for such defaults that cannot reasonably be cured, corrected or remedied
within five (5) days [or thirty (30) days for non -monetary defaults], such party shall commence
to cure, correct, or remedy such default within such five (5) day period [or thirty (30) day period
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for non -monetary defaults], and shall continuously and diligently prosecute such cure, correction
or remedy to completion.
5.3 City Remedies.
In the event of an uncured default by Developer of the terms of this Agreement, the City,
at its option, may institute legal action in law or in equity to cure, correct, or remedy such
default, enjoin any threatened or attempted violation, or enforce the terms of this Agreement. In
no event shall the City be entitled to consequential, exemplary or punitive damages for any
Developer default. For purposes of this Agreement the term "consequential damages" shall
include, but not be limited to, potential loss of anticipated tax revenues from the Project or any
portion thereof. Furthermore, the City, in addition to, or as an alternative to, exercising the
remedies set forth in this Section 5.3, in the event of a material default by Developer, may give
notice of its intent to terminate or modify this Agreement pursuant to the City's Development
Agreement Ordinance and/or the Development Agreement Act, in which event the matter shall
be scheduled for consideration and review by the City Council in the manner set forth in the
City's Development Agreement Ordinance or the Development Agreement Act.
5.4 Developer's Exclusive Remedies.
The parties acknowledge that the City Entities would not have entered into this
Agreement if they were to be liable in damages under, or with respect to, this Agreement or any
of the matters referred to herein including, but not limited to, the Development Plan, Conditions
of Approvals, the Existing Development Regulations or any future amendments or enactments
thereto, or the Project, except as provided in this Section. Accordingly, Developer covenants on
behalf of itself and its successors and assigns, not to sue the City Entities for damages or
monetary relief (except for attorneys' fees as provided for by Section 8.22) for any breach of this
Agreement by the City Entities or arising out of or connected with any dispute, controversy, or
issue between Developer and the City Entities regarding this Agreement or any of the matters
referred to herein including but not limited to the application, interpretation, or effect of this
Agreement, the Development Plan, the Conditions of Approval, the Existing Development
Regulations or any future amendments or enactments thereto, or any land use permits or
approvals sought in connection with the development of the Project or any component thereof, or
use of a parcel or any portion thereof, the parties agreeing that declaratory and injunctive relief,
mandate, and specific performance shall be Developer's sole and exclusive judicial remedies.
6.0 MORTGAGEE PROTECTION: CERTAIN RIGHTS OF CURE.
6.1 Encumbrances on the Project Site.
This Agreement shall not prevent or limit the Developer from encumbering the Site or
any portion thereof or any improvements thereon with any mortgage, deed of trust, sale and
leaseback arrangement, or any other form of conveyance in which the Site, or a portion thereof
or interest therein, is pledged as security, and contracted for in good faith and fair value
(a "Mortgage") securing financing with respect to the construction, development, use or
operation of the Project.
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6.2 Mortgage Protection.
This Agreement shall be superior and senior to the lien of any Mortgage.
Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid,
diminish, or impair the lien of any Mortgage made in good faith and for value, and any
acquisition or acceptance of title or any right or interest in or with respect to the Site or any
portion thereof by a holder of a beneficial interest under a Mortgage, or any successor or
assignee to said holder (a "Mortgagee") [whether pursuant to foreclosure, trustee's sale, deed in
lieu of foreclosure, lease termination or otherwise] shall be subject to all of the terms and
conditions of this Agreement.
6.3 Mortgagee Not Obligated.e
No Mortgagee will have any obligation or duty under this Agreement to perform the
obligations of the Developer or other affirmative covenants of Developer hereunder, or to
guarantee such performance, except that to the extent that any covenant to be performed by the
Developer is a condition to the performance of a covenant by the City, the performance thereof
shall continue to be a condition precedent to the City's performance hereunder.
6.4 Notice of Default to Mortgagee; RigJA of Mortgagee to Cure.
City shall, upon written request to the City, deliver to each Mortgagee a copy of any
notice of default given to Developer under the terms of this Agreement, at the same time of
sending such notice of default to Developer. The Mortgagee shall have the right, but not the
obligation, within five (5) days [or thirty (30) days for non -monetary defaults] after the receipt of
such notice from the City, to cure, correct, or remedy the default, or, for such defaults that cannot
reasonably be cured, corrected, or remedied within five (5) days [thirty (30) days for non -
monetary defaults], the Mortgagee shall commence to cure, correct, or remedy the default within
such five (5) day period [or thirty (30) day period for non -monetary defaults], and shall
continuously and diligently prosecute such cure to completion. If the default is of a nature which
can only be remedied or cured by such Mortgagee upon obtaining possession of the Site, such
Mortgagee shall have the right to seek to obtain possession with diligence and continuity through
foreclosure, a receiver or otherwise, and shall be permitted thereafter to remedy or cure the
default within such time as is reasonably necessary to cure or remedy said default but in no event
more than thirty (30) days after obtaining possession. If any such default cannot, with diligence,
be remedied or cured within such thirty (30) day period, then such period shall be extended to
permit the Mortgagee to effect a cure or remedy so long as Mortgagee commences said cure or
remedy during such thirty (30) day period, and thereafter diligently pursues and completes such
cure.
7.0 TRANSFERS OF INTEREST IN SITE OR AGREEMENT.
7.1 Successors and Assigns.
Developer shall have the right to sell, transfer or assign the Site, or any portion thereof
(provided that no such transfer shall violate the Subdivision Map Act, Government Code
§66410, et seq.) to any person, partnership, joint venture, firm or corporation at any time during
the term of this Agreement; provided, however, that any such sale or transfer shall include, with
respect to the Site or the portion thereof sold or transferred, the assignment and assumption, in a
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uwiu�i�uw��wiu�uiu�Wiwh �sw13 f 48.
fully executed written agreement, in whole or in part, of the rights, duties and obligations of the
Developer under the terms of this Agreement. Upon such sale, transfer or assignment,
Developer shall, with respect to the Site or the portion thereof sold or transferred, be released
from any further obligations under the terms of this Agreement, provided:
(a) Developer no longer has any legal or equitable interest in the Site or the portion
thereof sold or transferred, as applicable;
(b) Developer is not, at the time of the transfer, in default under the terms of this
Agreement; and
(c) Developer has submitted an executed assignment and assumption agreement in a
form set forth in Exhibit F.
8.0 MISCELLANEOUS.
8.1 Notices.
All notices permitted or required hereunder must be in writing and shall be effected by (i)
personal delivery, (ii) first class mail, registered or certified, postage fully prepaid, or (iii)
reputable same -day or overnight delivery service that provides a receipt showing date and time
of delivery, addressed to the following parties, or to such other address as any party may from
time to time, designate in writing in the manner as provided herein:
To City: City of La Quinta
78-495 Calle Tampico
La Quinta, California 92253
Attn: Community Development Director
To Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Attn: Executive Director
With a copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attn: M. Katherine Jenson
To Developer: Mr. Neiso Moscatel
Calle Estado, LLC
2107 Elliot Avenue, Suite 204
Seattle, WA 48121
Telephone:
Facsimile:
Any written notice, demand or communication shall be deemed received immediately if
personally delivered or delivered by delivery service, and shall be deemed received on the third
day from the date it is postmarked if delivered by registered or certified mail.
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INVIN�NI�NVIMWII�NVII�IVIYN •9/12/`�
8.2 Force Majeure.
In addition to specific provisions of this Agreement, performance by either party
hereunder shall not be deemed to be in default where delays or failures to perform are due to
war, insurrection, strikes, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, acts
of the public enemy, terrorism, epidemics, quarantine restrictions, freight embargoes,
governmental restrictions imposed or mandated by other governmental entities, governmental
restrictions or priority, unusually severe weather, inability to secure labor, materials, or tools
necessary for the Project, delays of any contractor, subcontractor or supplier; acts of another
party, acts or the failure to act of any public or governmental agency or entity (except that acts or
the failure to act of the City shall not excuse performance by the City) or any other causes
beyond the control or without the fault of the party claiming an extension of time to perform. An
extension of time for any such cause shall only be for the period of the enforced delay, which
period shall commence to run from the time of the commencement of the cause. The City and
the Developer may also extend times of performance under this Agreement in writing.
Notwithstanding the paragraph above, Developer is not entitled pursuant to this Section
8.2 to an extension of time to perform because of past, present, or future difficulty in obtaining
suitable construction or permanent financing for the development of the Site, or because of
economic or market conditions.
8.3 BindingEffect.
ffect.
This Agreement, and all of the terms and conditions hereof, shall be binding upon and
inure to the benefit of the parties, any subsequent owner of all or any portion of the Project or the
Site, and their respective assigns, heirs or successors in interest, whether or not any reference to
this Agreement is contained in the instrument by which such person acquired an interest in the
Project or the Site.
8.4 Independent Entity.
The parties acknowledge that, in entering into and performing this Agreement, each of
the Developer, the City is acting as an independent entity and not as an agent of the other in any
respect.
8.5 Ag eement Not to Benefit Third Parties.
This Agreement is made for the sole benefit of the parties, and no other person shall be
deemed to have any privity of contract under this Agreement nor any right to rely on this
Agreement to any extent for any purpose whatsoever, nor have any right of action of any kind on
this Agreement, nor be deemed to be a third party beneficiary under this Agreement.
Notwithstanding the immediately preceding sentence, the Agency shall be an intended third
party beneficiary to this Agreement.
8.6 Covenants.
The provisions of this Agreement shall constitute mutual covenants which shall run with
the land comprising the Site for the benefit thereof, and the burdens and benefits hereof shall
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IN�NNIUN�I�V�IYI�I�IN�IIY�III-"`,=:==
bind and inure to the benefit of each of the parties hereto and all successors in interest to the
parties hereto for the term of this Agreement.
8.7 Nonliability of City/Agency Officers and Employees.
No official, officer, employee, agent or representative of the City or Agency, acting in
his/her official capacity, shall be personally liable to Developer, or any successor or assign, for
any loss, costs, damage, claim, liability, or judgment, arising out of or connection to this
Agreement, or for any act or omission on the part of the City or Agency.
8.8 Covenant Against Discrimination.
Developer and City covenant and agree, for themselves and their respective successors
and assigns, that there shall be no discrimination against, or segregation of, any person or group
or persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry, or any other impermissible classification, in the performance of this Agreement.
Developer shall comply with the Americans with Disabilities Act of 1990, as amended (42
U.S.C. §§ 12101, et seq.).
8.9 Amendment of Agreement.
This Agreement may be amended from time to time by mutual consent of the original
parties or such party to which the Developer assigns all or any portion of its interest in this
Agreement, in accordance with the provisions of the City's Development Agreement Ordinance
and Government Code Sections 65867 and 65868.
8.10 No Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing and
signed by a duly authorized representative of the party against whom enforcement of a waiver is
sought and referring expressly to this Section. No delay or omission by either party in exercising
any right or power accruing upon non-compliance or failure to perform by the other party under
any of the provisions of this Agreement shall impair any such right or power or be construed to
be a waiver thereof, except as expressly provided herein. No waiver by either party of any of the
covenants or conditions to be performed by the other party shall be construed. or deemed a
waiver of any succeeding breach or nonperformance of the same or other covenants and
conditions hereof.
8.11 Severability.
If any term, provision, covenant or condition of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this
Agreement shall continue in full force and effect, to the extent that the invalidity or
unenforceability does not impair the application of this Agreement as intended by the parties.
8.12 Cooperation in Carrying Out Agreement.
Each party shall take such actions and execute and deliver to the other all such further
instruments and documents as may be reasonably necessary to carry out this Agreement in order
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to provide and secure to the other party the full and complete enjoyment of its rights and
privileges hereunder.
8.13 Estoppel Certificate.
Any party hereunder may, at any time, deliver written notice to any other party requesting
such party to certify in writing that, to the best knowledge of the certifying party, (i) this
Agreement is in full force and effect and a binding obligation of the parties, (ii) this Agreement
has not been amended or modified either orally or in writing, or if so amended, identifying the
amendments, (iii) the requesting party is not in default in the performance of its obligations
under this Agreement, or if in default, describing the nature and amount of any such defaults, and
(iv) any other reasonable information requested. A party receiving a request hereunder shall
execute and return such certificate within thirty (30) days following receipt of such written
request. The City Manager, Assistant City Manager, and Community Development Director are
each authorized to sign and deliver an estoppel certificate on behalf of the City. The City
acknowledges that a certificate hereunder may be relied upon by transferees and Mortgagees.
8.14 Construction.
This terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction that might otherwise apply. As used in this
Agreement, and as the context may require, the singular includes the plural and vice versa, and
the masculine gender includes the feminine and vice versa.
8.15 Recordation.
This Agreement shall be recorded with the County Recorder of Riverside County at
Developer's cost, if any, within the period required by Government Code Section 65868.5.
Amendments approved by the parties, and any cancellation or termination of this Agreement,
shall be similarly recorded.
8.16 Captions and References.
The captions of the paragraphs and subparagraphs of this Agreement are solely for
convenience of reference, and shall be disregarded in the construction and interpretation of this
Agreement. Reference herein to a paragraph or exhibit are the paragraphs, subparagraphs and
exhibits of this Agreement.
8.17 Time.
Time is of the essence in the performance of this Agreement and of each and every term
and condition hereof as to which time is an element.
8.18 Recitals & Exhibits Incorporated; Entire Agreement.
The Recitals to this Agreement and all of the exhibits and attachments to this Agreement
are, by this reference, incorporated into this Agreement and made a part hereof. This
Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the
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parties with respect to the subject matter of this Agreement, and this Agreement supersedes all
previous negotiations, discussions and agreements between the parties, and no parole evidence of
any prior or other agreement shall be permitted to contradict or vary the terms hereof.
8.19 Exhibits.
Exhibits "A" — "F" to which reference is made in this Agreement are deemed
appropriated herein in their entirety. Said exhibits are identified as follows:
A Legal Description of Site
B Legal Description of Agency Parking Lots
C Conditions of Approval
D Restriction
E Compliance Certificate
F General Assignment and Assumption Agreement
8.20 Counterpart Signature Pages.
For convenience the parties may execute and acknowledge this agreement in counterparts
and when the separate signature pages are attached hereto, shall constitute one and the same
complete Agreement.
8.21 Authority to Execute.
Developer warrants and represents that (i) it is duly organized and existing, (ii) it is duly
authorized to execute and deliver this Agreement, (iii) by so executing this Agreement,
Developer is formally bound to the provisions of this Agreement, (iv) Developer's entering into
and performance of its obligations set forth in this Agreement do not violate any provision of any
other agreement to which Developer is bound, and (v) there is no existing or threatened litigation
or legal proceeding of which Developer is aware which could prevent Developer from entering
into or performing its obligations set forth in this Agreement.
8.22 Governiniz Law, Litigation Matters.
The internal laws of the State of California shall govern the interpretation and
enforcement of this Agreement without regard to conflicts of law principles. Any action at law
or in equity brought by any party hereto for the purpose of enforcing, construing, or interpreting
the validity of this Agreement or any provision hereof shall be brought in the Superior Court of
the State of California in and for the County of Riverside, or such other appropriate court in said
county, and the parties hereto waive all provisions of law providing for the filing, removal, or
change of venue to any other court. Service of process on City Entities 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 of California.
In the event of any action between the parties hereto seeking enforcement of any of the terms of
this Agreement or otherwise arising out of this Agreement, the prevailing party in such litigation
shall be awarded, in addition to such relief to which such party is entitled, its reasonable
attorney's fees, expert witness fees, and litigation costs and expenses.
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IIIIIIIIIIIIIuiiimmiai �:�W48
8.23 No Brokers.
Each of the City and the Developer represents to the other party that it has not engaged
the services of any finder or broker and that it is not liable for any real estate commissions,
broker's fees, or finder's fees which may accrue by means of this Agreement, and agrees to hold
harmless the other party from such commissions or fees as are alleged to be due from the party
making such representations.
IN WITNESS WHEREOF, the Developer and the City have executed this Agreement as
of the Reference Date.
"DEVELOPER"
CALLE ESTADO, L.L.C., a California limited
liability company
I0
Its:
Its:
[Signatures continue on next page.]
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111111111111111111111111111111111111111111111111111111 �,_��==•
"CITY"
CITY OF LA QUINTA, a CaHi is municipal
ti and charter '
BY.,
Thomas P. Genovese
City Manager
ATTEST:
June Greek Zt-v— -m C� b
City Clerk
APPROVED AS TO FORM
RUTAN & TU R, LLP
M. ath ne Jenson
City Attorney
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY,
a r o ,corporate an o
By -
Thomas P. Genovese
Executive Director
ATTEST:
June Greek Ge,-p,_
Agency Clerk
APPROVED AS TO FORM
RU AN &TUCKER, LP
i
at a enson
Agency Counsel
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627103.01 a09/06/06
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
On September 7, 2006 , before me, Regenia Hensley, Notary Public, personally appeared
DAVID BRUDVIK , personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature 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.
REG IA HENSLEY
Notary Public / Commission # 1521423
Expiration: October 23, 2008
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
[SEAL]
0.11 it•L7• .91:
On %, before me, Regenia Hensley, Notary Public, personally
appeared THOMAS P. GENOVESE , personally
known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his
signature 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. [SEAL]
RE IA HENSL Y
Notary Public / Commission # 1521423
Expiration: October 23, 2008
-3-
I�INNN�I�VN��II�II�N�NY •Y��=w.
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
Real property in the City of La Quinta, County of Riverside, State of California, described as
follows:
LOTS 10, 11 AND 12 IN BLOCK 9 OF DESERT CLUB TRACT, UNIT NO. 1, IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
19, PAGE 75 OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY.
APN: 770-152-009-7; 772-152-010-7
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I IN -�•�=?:°:W
EXHIBIT. "B"
LEGAL DESCRIPTION OF AGENCY PARKING LOTS
That certain real property located in the City of La Quinta, County of Riverside, State of
California, more particularly described as follows:
Lots 7, 8, 9, 10, 41, 12, 13, 14 and 15 in Block 122 of Santa Carmelita at Vale La Quinta
Unit Number 14, as shown by map on file in Book 18 pages 82 and 83 of Maps, Records of
Riverside County, California.
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EXHIBIT "C"
CONDITIONS OF APPROVAL
VILLAGE USE PERMIT 2005-027
CONDITIONS OF APPROVAL
GENERAL CONDITIONS OF APPROVAL
1. Village Use Permit 2005-027 (VUP 2005-027) shall be developed in compliance
with these conditions and all approved site plan, elevation, color, materials and
other approved exhibits submitted for this application, and any subsequent
amendment(s). In the event of any conflicts, these conditions shall take
precedence. In the event the Development Agreement referenced in Condition
#44 is not entered into, this Village Use Permit approval is null and void.
2. This approval shall expire two years after its effective date, as determined
pursuant to Section 9.200.060.0 of the Zoning Code, unless extended pursuant
to the provisions of Section 9.200.080.
3. The applicant agrees to defend, indemnify, and hold harmless the City of La
Quinta (the "City"), its agents, officers and employees from any claim, action or
proceeding to attack, set aside, void, or annul the approval of this development
application or any application thereunder. The City shall have sole discretion in
selecting its defense counsel.
The City shall promptly notify the developer of any claim, action or proceeding
and shall cooperate fully in the defense.
4. Prior to the issuance of any permit by the City, the applicant shall obtain the
necessary permits and/or clearances from the following agencies:
• Riverside County Fire Marshal
• La Quinta Building and Safety Department
• La Quinta Public Works Department (Grading/ Improvement/Encroachment
Permits)
• La Quinta Community Development Department
• Riverside County Environmental Health Department
• Desert Sands Unified School District
• Coachella Valley Water District (CVWD)
• Southern California Gas Company
• Imperial Irrigation District (IID)
• California Water Quality Control Board (CWQCB)
• Waste Management of the Desert
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The applicant is responsible for any requirements of the permits or clearances
from those jurisdictions. If the requirements include approval of improvement
plans, applicant shall furnish proof of said approvals prior to obtaining City
approval of the plans.
5. The applicant shall comply with applicable provisions of the City's NPDES
stormwater discharge permit, Sections 8.70.010 et seq. (Stormwater
Management and Discharge Controls) and 13.24.170 (Clean Air/Clean Water),
LQMC; Riverside County Ordinance No. 457; and the State Water Resources
Control Board's Order No. 99-08-DWQ.
6. Handicap access and facilities shall be provided in accordance with Federal
(ADA), State and local requirements. Handicap accessible parking shall
generally conform to the approved exhibits for VUP 2005-027.
7. All parking area civil plans and improvements shall be developed in
accordance with the standards set forth in applicable portions of Section
9.150.080 of the Zoning Code, and these conditions, which shall take
precedence in the event of any conflicts with said Section.
PROPERTY RIGHTS
8. Prior to issuance of any permit(s), the applicant shall acquire or confer
easements and other property rights necessary for the construction or proper
functioning of the proposed development. Conferred rights shall include
irrevocable offers to dedicate or grant access easements to the City for
emergency services and for maintenance, construction and reconstruction of
essential improvements.
9. The applicant shall offer for dedication those easements necessary for the
placement of, and access to, utility lines and structures, drainage basins,
mailbox clusters, and common areas shown on the Village Use Permit.
10. Direct vehicular access from any portion of the site with frontage along
Desert Club Drive and Calle Estado is restricted, except for those access
points identified on the approved site plan, or as otherwise conditioned in
these conditions of approval.
11. The applicant shall furnish proof of easements or written permission, as
appropriate, from owners of any abutting properties on which grading,
retaining wall construction, permanent slopes, or other encroachments are to
occur.
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12. The applicant shall cause no easements to be granted, or recorded, over any
portion of the subject property, between the date of approval of this Village
Use Permit and the date of final acceptance of the on -site and off -site
improvements for this Village Use Permit, unless such easements are
approved by the City Engineer.
IMPROVEMENT PLANS
As used throughout these conditions of approval, professional titles such as
"engineer", "surveyor", and "architect" refer to persons currently certified or
licensed to practice their respective professions in the State of California.
13. Improvement plans shall be prepared by or under the direct supervision of
qualified engineers and/or architects, as appropriate, and shall comply with
the provisions of Section 13.24.040 (Improvement Plans), LQMC.
14. The following improvement plans shall be prepared and submitted for review
and approval by the City. A separate set of plans for each line item specified
below shall be prepared. The plans shall utilize the minimum scale specified,
unless otherwise authorized by the City Engineer in writing. Plans may be
prepared at a larger scale if additional detail or plan clarity is desired.
Note: the applicant may be required to prepare other improvement plans not
listed here pursuant to improvements required by other agencies and utility
purveyors.
A.
On -Site Rough Grading Plans
1 "
= 30'
Horizontal
B.
PM 10 Plan
1 "
= 40'
Horizontal
C.
SWPPP
1 "
= 40'
Horizontal
NOTE: A through C to be submitted concurrently.
D. On -Site Precise Grading Plans (Commercial Development)
1 " = 30' Horizontal
Other engineered improvement plans prepared for City approval that are not
listed above shall be prepared in formats approved by the City Engineer prior
to commencing plan preparation.
On -Site Precise Grading Plans shall normally include all on -site surface
improvements including but not necessarily limited to finish grades for curbs
& gutters, sidewalks, building floor elevations, parking lot improvements and
ADA requirements for the parking lot and access to the building; and
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IIMIVII�I�WII�InNNYI�NIVIMI�YM w�:uag-
showing the existing street improvements out to at least the center lines of
adjacent existing streets -including ADA accessibility route to surrounding
buildings, parking facilities and public streets.
15. The City maintains standard plans, details and/or construction notes for
elements of construction on the Public Works Online Engineering Library at
http://www.la-guinta.org/publicworks/tractl/z onlinelibrary/0 intropage.htm
16. The applicant shall furnish a complete set of the AutoCAD files of all
approved improvement plans on a storage media acceptable to the City
Engineer. The files shall be saved in a standard AutoCAD format so they
may be fully retrievable through a basic AutoCAD program.
At the completion of construction, and prior to the final acceptance of the
improvements by the City, the applicant shall update the AutoCAD files in
order to reflect the as -built conditions.
Where the improvement plans were not produced in a standard AutoCAD
format, or a file format that can be converted to an AutoCAD format, the
City Engineer will accept raster -image files of the plans
GRADING
17. Prior to occupancy of the project site for any construction, or other
purposes, the applicant shall obtain a grading permit approved by the City
Engineer.
18. To obtain an approved grading permit, the applicant shall submit and obtain
approval of all of the following:
A. A precise grading plan prepared by a qualified engineer or architect,
B. A preliminary geotechnical ("soils") report prepared by a qualified
engineer,
C. A Fugitive Dust Control Plan prepared in accordance with Chapter
6.16 (Fugitive Dust Control), LQMC.
All grading shall conform to the recommendations contained in the
Preliminary Soils Report, and shall be certified as being adequate by a soils
engineer, or by an engineering geologist.
The applicant shall furnish security, in a form acceptable to the City, and in
an amount sufficient to guarantee compliance with the approved Fugitive
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Dust Control Plan provisions as submitted with its application for a grading
permit.
19. The applicant shall maintain all open graded, undeveloped land to prevent
wind and water erosion of soils. All such land shall be planted with interim
landscaping or provided with other erosion control measures as approved by
the Public Works Departments under the Fugitive Dust Control Plan.
20. Prior to issuance of the main building permit, the applicant shall provide a lot
pad certification, stamped and signed by qualified engineers or surveyor.
DRAINAGE
21. Nuisance water shall be retained onsite and disposed of in a manner
acceptable to the City Engineer.
UTILITIES
22. The applicant shall obtain the approval of the City Engineer for the location
of all utility lines within the right of way and all above -ground utility
structures including, but not limited to, traffic signal cabinets, electrical
vaults, water valves, and telephone stands, to ensure optimum placement for
practical and aesthetic purposes.
23. Underground utilities shall be installed prior to overlying hardscape. For
installation of utilities in existing, improved streets, the applicant shall
comply with trench restoration requirements maintairied or required by the
City Engineer. The applicant shall provide certified reports of all utility trench
compaction for approval of the City Engineer.
STREET AND TRAFFIC IMPROVEMENTS
24. The applicant shall comply with the provisions of Sections 13.24.060 (Street
Improvements), 13.24.070 (Street Design - Generally) & 13.24.100 (Access
For Individual Properties And Development), LQMC for public streets.
25. No additional street improvements are required, except for:
A. Desert Club Drive
1) Reconstruct the curb ramp at the Desert Club Drive/Alley "D"
intersection as required by the City Engineer.
B. Alley "D"
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i IO�I�NVIII�MNV��IMINI�I�VIII�MY .:a;
1) Reconstruct the north edge of Alley "D" along the Village Use
Permit site's south boundary as required by the City Engineer to
facilitate proposed curb construction.
PARKING LOTS AND ACCESS POINTS
26. The applicant shall conform to LQMC Chapter 9.150, particularly drive isle
width, parking stall dimensions, and parking stall marking design
requirements. Parking space markings shall be double four inch wide hairpin
stripes as specified in LQMC Chapter 9.150.
27. The applicant shall design street pavement sections using Caltrans' design
procedure (20-year life) and site -specific data for soil strength and
anticipated traffic loading (including construction traffic). Minimum
structural sections shall be as follows (or approved equivalents for alternate
materials):
Parking Areas Concrete as proposed by the applicant.
Alley "Y 3.0" a.c./4.0" c.a.b.
28. The applicant shall submit current mix designs (less than two years old at
the time of construction) for base, asphalt concrete and Portland cement
concrete. The submittal shall include test results for all specimens used in
the mix design procedure. For mix designs over six months old, the
submittal shall include recent (less than six months old at the time of
construction) aggregate gradation test results confirming that design
gradations can be achieved in current production. The applicant shall not
schedule construction operations until mix designs are approved.
29. General access points and turning movements of traffic are limited to the
proposed access driveway on Calle Desert Club Drive. All turn movements
are permitted. A colored concrete shall be used for the access drive ramp,
with a paver system used to define the continuation of the existing
pedestrian sidewalk along Desert Club Drive. The entry driveway throat shall
be permitted to be constructed as designed, at 11 feet in depth rather than
the required 20 feet, as permitted under Section 9.65.030.A.3.a., in order to
retain the parking space count of 25 on -site spaces.
30. A five-foot wide landscape planter strip shall be provided at the two west
property line parking stalls, with a minimum 4-foot high wall along the
property line in front of these two stalls. This shall be shown on the civil and
landscape plans as submitted for plan check.
LANDSCAPING
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IIhIIINpIVII�I�pIN�NIIIII�IYII�� d'� 29 of �•
31. On -site landscape, landscape lighting and irrigation plans shall be submitted
for approval by the Community Development Department. Plans shall be in
substantial conformance with the conceptual landscaping as approved for
the project by Planning Commission. When plan checking is complete, the
applicant shall obtain the signatures of CVWD and the Riverside County
Agricultural Commissioner prior to submitting for final acceptance by the
Community Development Department.
QUALITY ASSURANCE
32. The applicant shall employ construction quality -assurance measures which
meet the approval of the City Engineer.
33. The applicant shall employ or retain qualified engineers, surveyors, or other
appropriate professionals as are required to provide the expertise with which
to prepare and sign accurate record drawings, and to provide adequate
construction supervision.
34. The applicant shall arrange for, and bear the cost of, all measurement,
sampling and testing procedures not included in the City's inspection
program but required by the City as evidence that construction materials and
methods employed comply with plans, specifications and other applicable
regulations.
35. Upon completion of construction, the applicant shall furnish the City with
reproducible record drawings of all improvement plans which were approved
by the City. Each sheet shall be clearly marked "Record Drawing," "As -Built"
or "As -Constructed" and shall be stamped and signed by the engineer or
surveyor certifying to the accuracy and completeness of the drawings. The
applicant shall have all AutoCAD or raster -image files previously submitted to
the City revised to reflect the as -built conditions.
FEES AND DEPOSITS
36. The applicant shall pay the City's established fees for plan checking and
construction inspection. Fee amounts shall be those in effect when the
applicant makes application for plan checking and permits.
37. Provisions shall be made to comply with the terms and requirements of the
City's adopted Art in Public Places program in effect at the time of issuance
of building permits.
2156/015610-0087 627103.01 a09/06/06 -29-
IIIII �I�INm�INN�N-�;�'�•
38. Permit(s) issued under this approval shall be subject to the provisions of the
Development Impact Fee program in effect at the time said permit(s) are
issued.
FIRE PROTECTION
39. Specific fire protection requirements will be determined when final building
plans are submitted for review. Final conditions will be addressed when
building plans are submitted. A plan check fee must be paid to the Fire
Department at the time building plans are submitted.
MISCELLANEOUS
40. The applicant shall submit a detailed project area lighting plan. All pole -
mounted light standards shall conform to lighting standards as in effect
when plans are reviewed. Under canopy lighting for building areas shall
incorporate flush lens caps or similar recessed ceiling lighting.
The lighting plan shall be submitted for review at the time construction plan
check for the permanent building permit is made to Building and Safety.
41. A comprehensive sign program shall be submitted for review and approval
by the Planning Commission prior to establishment of any individual tenant
signs for the project. Provisions of the sign program shall be in compliance
with applicable sections of Chapter 9.160 of the Zoning Code. No signs shall
be permitted to be placed on any portion of the roof projections along Calle
Estado and/or Desert Club Drive.
42. All roof -mounted mechanical equipment must be internal to the roof design,
or screened as an integral part of the roof structure, in a manner so as not to
be visible from surrounding properties and streets. Working drawings
showing all such equipment and locations shall be submitted to the Building
and Safety Department along with the construction plan submittal for
building permits. The method and design must be approved by the
Community Development Department, prior to any issuance of the main
structural building permit.
43. The building plans submitted for plan check shall incorporate the following
revisions:
A. Appropriately sized planting pots, and/or other similar containers, shall
be placed at appropriate intervals at street level, to make up for the
lack of planter areas around the building. Automatic irrigation shall be
provided to all such containers.
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lmilillimimillillilliillinlill n,�;�=u, T 48
B. Add architectural detailing to the west building elevation, to relieve the
blank wall appearance. Detailing shall employ use of elements such as
extended use of the painted faux -tile treatment, some architectural
recesses, and the potential for integration of a wall mural as part of
the elevation.
C. Roof tile shall incorporate a random mudded clay appearance.
D. Second -story planter areas and/or containers shall incorporate a down
drain system to avoid discoloration damage to the building finish.
E. Exposed rafter tail areas on the first and second floor ceiling lines may
be reduced in depth if deemed necessary due to encroachment into
the existing rights -of -way for Calle Estado and Desert Club Drive.
Design changes necessitated by such reduction shall be reviewed and
approved by the Community Development Department.
F. The central breezeway, connecting the north building elevation and
the south parking area, shall be widened from 6 feet to a minimum of
8 feet.
44. It is understood by the Applicant that Calle Estado, LLC, has entered into a
Letter of Agreement with the City, dated 7/19/05, relating to preparation
and possible approval of a Development Agreement for the purpose of
clarifying the applicant's parking obligations associated with development of
Village Use Permit 2005-027. This Village Use Permit shall not be effective
unless and until the Development Agreement has been approved by the City
Council and recorded; the applicant further understands that the City Council
may choose to reject entering the Development Agreement or modify its
contents. While this approval will not be effective until such time as a
Development Agreement may become effective, the time limits associated
with approval of VUP 2005-027 shall be in effect with respect to expiration,
as stated under Condition #2.
45. The permitted office and retail uses shall be limited to those of a general
intensity, consistent with the parking ratios of 1 space per 250 s.f. of office
and 1 space per 200 s.f. of retail to general office and limit the retail spaces
to preclude restaurant and food service uses. This precludes use of office
space as a medical use, and retail space for restaurant use and retail food
with ancillary seating, unless shared parking or tenant space reductions are
determined to maintain the approved parking ratios for this building, or the
Development Agreement is amended to allow payment of per -space fees to
increase use intensity for the project.
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I�IVI�N�IIIYNN�ININ�III�IVINNIN� Be�6`;p�
46. Applicant shall process a parcel merger, in order to incorporate Lots 10, 11,
and 12 into one parcel. The merger shall have been recorded prior to
issuance of a permit for the main building.
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lilllll �"nwe��-
EXHIBIT "D"
Restriction
2156/015610-0087 -33-
627103.01 a09/06/06
2006-0672299
RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code § 6103)
DEED RESTRICTION
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CALLE
ESTADO, L.L.C., a California limited liability company ("Declarant"), hereby covenants and
declares for the benefit of the City of La Quinta, a California municipal corporation and charter
city (the "City"), the following covenants, conditions, reservations and restrictions, which shall
run with the real property described herein and shall be binding on Declarant and City and their
successors and assigns, and all other persons or entities acquiring any interest in the real property
described herein, and shall remain in full force and effect from the date of recordation of this
Deed Restriction unless terminated or modified as hereinafter provided.
1. Purpose: Declarant owns the 0.34 acre parcel of real property ("Site") located in
the City of La Quinta, County of Riverside, State of California, which Site is legally described in
Exhibit "A" attached hereto, and which is the subject of this Deed Restriction. In connection
with the Site, the City approved Village Use Permit No. 2005-027 (the "VUP"), subject to
conditions of approval, which provides planning and development criteria for a project
commonly known as Calle Estado (the "Project"). The La Quinta Municipal Code requires the
provision of 42 parking stalls to service the Project. On , 2005 the Declarant, City
and the La Quinta Redevelopment Agency entered that certain Development Agreement (the
"Development Agreement") for the purposes of (i) setting forth a per -parking stall up -front
payment for the Developer's payment to the City of certain fees that the parties agree are
designed to compensate the City for (A) the crediting of 15 parking stalls located in the Agency
Parking Lots towards fulfilling the Project's parking obligation; and (B) the potential added wear
and tear on the municipal infrastructure which will result from the Development Plan and the
crediting of the parking stalls in the Agency Parking Lots; (ii) requiring the Developer and its
successors -in -interest to provide public parking on the Site; and (iii) granting Developer a vested
right to develop the Site according to the Development Plan. Capitalized terms not defined
herein shall have the same meaning as set forth in the Development Agreement. In accordance
with Section 3.2 of the Development Agreement, Developer is required to record this Deed
Restriction against the Site to (i) require the Developer's payment of the fees as described in
Section 3.3 of the Development Agreement, (ii) acknowledge that such fees have been paid and
that the parking obligation for the Project is fulfilled by the credit of 2 street side parking spots
and 15 parking stalls in the Agency Parking Lots; and (iii) provide for the general public's use of
2156/015610-00s7 -34-
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°=
Site parking stalls during times when the on -Site businesses are closed as provided in Section 3
and Section 3.5 of the Development Agreement.
2. Acknowledgement of Payment and Credit of Parking Stalls Located on the
Agency Parking Lot. In connection with the Project, the City has credited the Declarant with 2
street -side parking spots (as permitted by the La Quinta Municipal Code) and 15 parking stalls in
the Agency Parking Lots, and these stalls are counted towards fulfilling the Project's parking
obligations to provide 42 parking stalls for the Project. In connection with this credit, Declarant
has paid the City a parking fee in the amount of $12,000 for each parking stall in the Agency
Parking Lots credited towards the Project's parking obligation. This Deed Restriction does not
operate to create a conveyance, hypothecation, lease, license, sale or any form of transfer of an
interest in the parking spots on public streets or the Agency Parking Lots or any exclusive right
to use parking spots on public streets or parking stalls in the Agency Parking Lots. Declarant
shall have the same right to use parking spots on public streets and parking spaces in the Agency
Parking Lots as members of the general public; provided, however, that Declarant shall enforce a
policy that encourages Project employees to park their automobiles at the Agency Parking Lots.
3. Use of Site Parking Lot by General Public. The parking stalls located on the Site
shall be available to the general public for use between the hours of 6:00 p.m. and 2:00 a.m.;
provided, however, that Declarant (and/or its permitted successors) may reserve five (5)
designated spaces for any on -Site businesses that remain open after 6:00 p.m. At the request of
Declarant, the Director of Community Development may consider increasing the number of
designated spaces to equal up to 50% of the on -Site parking spaces if the Director of Community
Development determines that an increase in designated, spaces is warranted. Any such approval
must be in writing to be effective. Declarant shall not erect or maintain entry gates, regulated
access barriers or any other driveway barrier. Except for signage identifying designated spaces,
Declarant shall not erect or place any signage on the Site prohibiting public parking during times
that on -Site businesses are closed. The parking lot on the Site shall be lighted in conformity with
the La Quinta Municipal Code between dusk and 11:00 p.m. every day of the week.
4. Indemnification. Declarant agrees to and shall indemnify, hold harmless, and
defend, the City and La Quinta Redevelopment Agency ("Agency") and their respective officers,
officials, members, agents, employees, and representatives (collectively, "the Indemnified
Parties"), from liability or claims for death or personal injury and claims for property damage
which may arise from the acts, errors, and/or omissions of the Declarant or its contractors,
subcontractors, agents, employees or other persons acting on its behalf in relation to the Project
and/or this Agreement, except to the extent that the liability or claims arise from the City's or the
Agency's gross negligence or willful misconduct. The foregoing indemnity applies to all deaths,
injuries, and damages, and claims therefor, suffered or alleged to have been suffered by reason of
the acts, errors, and/or omissions referred to in this paragraph, regardless of whether or not the
City prepared, supplied, or approved plans or specifications, or both, and regardless of whether
or not any insurance policies are applicable.
Declarant agrees to and shall indemnify, hold harmless, and defend, the Indemnified
Parties from any challenge to the validity of this Agreement, the Restriction, or to the City
Entities' implementation of its rights under this Agreement; the Declarant shall indemnify, hold
harmless, pay all costs and provide defense for the Indemnified Parities in said action or
proceeding with counsel chosen by the City.
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2006-0672289
In the event the Indemnified Parties are made a party to any action, lawsuit, or other
adversarial proceeding in any way involving claims specified in paragraphs (a) or (b) above,
Declarant shall provide a defense to the Indemnified Parties, or at the Indemnified Parties'
option, reimburse the Indemnified Parties their costs of defense, including attorney's fees,
incurred in defense of such claim. The Indemnified Parties shall have the right to select legal
counsel of their choice. In addition, Declarant shall be obligated to promptly pay any final
judgment or portion thereof rendered against the Indemnified Parties. The City Entities shall, at
no cost to the City Entities, cooperate with the Declarant in any such defense as Declarant may
reasonably request.
5. Run with the Land; Binding on Successors and Assigns. The covenants,
conditions, reservations and restrictions herein shall run with the Site and shall be binding upon
Declarant and each successive owner, lessee, licensee and other occupant of all or any -portion of
the Site, and shall benefit the City and be enforceable by the City and its successors and assigns.
Every person or entity who now or hereafter owns or acquires any right, title or interest in or to
any portion of the Site is and shall be conclusively deemed to have consented and agreed to
every covenant, condition, reservation and restriction contained herein whether or not any
reference to this Deed Restriction is contained in the instrument by which such person or entity
acquired an interest in the Site.
6. Term; Amendment and Termination. The covenants, conditions, reservations and
restrictions may be validly terminated, amended or modified, in whole or in part, only by
recordation with the Riverside County Recorder of a proper instrument duly executed and
acknowledged by (a) City, or, as applicable, its successors and assigns, and (b) the owner(s) of
the fee interest in the portion of the Site that is directly affected by such termination, amendment
or modification.
7. Recording. This Deed Restriction shall be recorded on the Site described in
Exhibit "A" in the Office of the County Recorder, Riverside County, California.
8. Authority of Signatories to Bind Principals. The persons executing this Deed
Restriction 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 Deed
Restriction 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.
9. Counterparts.. This Deed Restriction 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.
[Signatures on next page.]
2156/015610-0087
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IIIIIIIIIIIIIIIIIIIIgIIII11111111aINl ••"��e,�
IN WITNESS WHEREOF, this Deed Restriction has been executed by the parties as of
the date set forth above.
"Developer"
CALLE ESTADO, L.L.C., a California limited
liability company
By:
Its:
By:
Its:
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
Thomas P. Genovese
City Manager
ATTEST:
June Greek
City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
M. Katherine Jenson
City Attorney
2156/015610-0087
627103.01 a09/06/06
-37-
STATE OF CALIFORNIA )
) ss
COUNTY OF 1
On , before me,
personally appeared
personally known to me (or proved to me on the 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.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF 1
On , before me, ,
personally appeared
personally known to me (or proved to me on the 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.
Notary Public
[SEAL]
2156/015610-0087
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IINIIIMINI��VIMINIVM�I�IIWNIYN .g39-=8a
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
Real property in the City of La Quinta, County of Riverside, State of California, described as
follows:
LOTS 10, 11 AND 12 IN BLOCK 9 OF DESERT CLUB TRACT, UNIT NO. 1, IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
19, PAGE 75 OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY.
APN: 770-152-009-7; 772-152-010-7
2156/015610-0087 -39-
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IN�YMI�NdINII��INIII�NINNI .•12n�_ ==
EXHIBIT "E"
COMPLIANCE CERTIFICATE
21561015610-0087
-40-
627103.01 a09106/06
2006-0672299
COMPLIANCE CERTIFICATE
(CALLE ESTADO DEVELOPMENT AGREEMENT)
The undersigned, CALLE ESTADO, L.L.C., a California limited liability company
("Developer"), pursuant to Section 4.1 of that certain Development Agreement dated
, 2005, (the "Development Agreement"), by and among Developer, the City of
La Quinta, a California municipal corporation and charter city (the "City") and the La Quinta
Redevelopment Agency, a public body, corporate and politic (the "Agency"), by its signature
below hereby certifies to the City, for the City's reliance that:
1. Capitalized terms not defined herein shall have the same meaning as set
forth in the Development Agreement;
2. The undersigned is familiar with the certifications and representations set
forth in this Compliance Certificate;
3. Developer has performed and complied with its obligations under the
Development Agreement to be performed or complied with by it on or prior to the date hereof.
Developer has also performed all Conditions of Approval to be performed or complied with by it
on or prior to the date hereof. Not by way of limitation of the foregoing, the Developer warrant
and represents that: (1) the Restriction required by Section 3.2 of the Development Agreement
has been approved by the City and recorded against the Site; (2) all payments required pursuant
to Section 3.3.2 of the Development Agreement have been paid; and (3) all Conditions of
Approval to be performed or complied with as of the date hereof have been satisfied in the
manner set forth in Schedule 1, which schedule identifies all applicable Conditions of Approval
and a description of how the condition has been satisfied.
IN WITNESS WHEREOF, this Compliance Certificate is executed effective the
day of , under penalty of perjury under the laws of California.
CALLE ESTADO, L.L.C., a California limited
liability company
By:
Its:
By:
Its:
2156/015610-0087 -41-
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•��snp42 ,
48
SCHEDULE 1
CONDITIONS OF APPROVAL
[DEVELOPER SHALL ATTACH A FULL AND COMPLETE LIST OF ALL
CONDITIONS OF APPROVAL THAT ARE APPLICABLE TO THE PROJECT TO
DATE AND A DESCRIPTION OF HOW EACH CONDITION OF APPROVAL HAS
BEEN SATISFIED.]
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EXHIBIT "F"
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
2156/015610-0087 -43-
627103.01 a09/06/06
RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
d,44m;�48.
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code § 6103)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment") is
made and entered into as of ("Effective Date"), by and between
CALLE ESTADO, L.L.C., a California limited liability company (the "Developer" or
"Assignor") and [ASSIGNEE] ("Assignee"), with reference to the following Recitals.
Recitals
A. Assignor is the developer of 0.34 acres of real property located in the City of La
Quinta, County of Riverside, State of California (the "Site"), which is legally described in
Exhibit "A" attached here.
B. Capitalized terms not defined herein shall have the same meaning as set forth in
the Development Agreement.
C. Assignor, as "Developer," the City of La Quinta, a California municipal
corporation ("City") and the La Quinta Redevelopment Agency, a public body, corporate and
politic ("Agency"), have entered into that certain Development Agreement dated
, 2005 (the "Development Agreement"), for purposes of, among other things, (i)
setting forth a per -parking stall up -front payment for the Developer's payment to the City of
certain fees that the parties agree are designed to compensate the City for (A) the crediting of 15
parking stalls located in the Agency Parking Lots towards fulfilling the Project's parking
obligation; and (B) the potential added wear and tear on the municipal infrastructure which will
result from the Development Plan and the crediting of the parking stalls in the Agency Parking
Lots; (ii) requiring the Developer and its successors -in -interest to provide public parking on the
Site; and (iii) granting Developer a vested right to develop the Site according to the Development
Plan.
D. Concurrently with the Effective Date, Assignor shall have conveyed to Assignee
the Site [or the portion thereof described on Exhibit B attached hereto (the "Designated Site")].
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E. In accordance with Section 7.1 of the Development Agreement, Assignor now
desires to assign all of its obligations and its right, title, and interest in and to the Development
Agreement [as to the Designated Site] to Assignee, and Assignee desires to accept such
assignment on, and subject to, the terms and conditions set forth in this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Assignment. From and after the Effective Date, Assignor hereby assigns,
conveys, transfers and delivers to Assignee all of Assignor's right, title, interest, and obligation
in, to and under the Development Agreement [as the same applies to the Designated Site], and
Assignee hereby accepts such assignment and agrees to assume performance of all terms,
covenants and conditions occurring or arising under the Development Agreement [as the same
applies to the Designated Site] from and after the date of this Assignment.
2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby
agrees to assume all of Assignor's right, title, interest and obligation in, to and under the
Development Agreement [as the same applies to the Designated Site], and Assignee agrees to
timely discharge, perform or cause to be performed and to be bound by all of the liabilities,
duties and obligations imposed in connection with the Development Agreement [as the same
applies to the Designated Site], from and after the date of this Assignment to the same extent as
if Assignee had been the original party thereto.
3. Successors and Assigns. This Assignment shall be binding upon and shall inure
to the benefit of the successors and assigns of the respective parties hereto.
4. Governing Law. This Assignment 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 Assignment.
6. Authority of Signatories to Bind Principals. The persons executing this
Assignment 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 Assignment
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 Assignment are for reference and
convenience only and are not part of this Assignment. They have no effect upon the construction
or interpretation of any part hereof. The provisions of this Assignment shall be construed in a
reasonable manner to effect the purposes of the parties and of this Assignment.
8. Counterparts. This Assignment 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.
2156/015610-0087 -45-
627103.01 a09/06/06
I IIhI11111Vlllllllll�lNlllllllllu�ll a9/12/ 46 0@: 48 @.
counterparts taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, this Assignment has been executed by the parties as of the
date set forth above.
"Assignor"
"Assignee"
[INSERT ASSIGNEE SIGNATURE
CALLE ESTADO, L.L.C., a California limited BLOCK]
liability company
By:
Its:
By:
Its:
2156/015610-0087
627103.01 a09/06/06 -46-
INVIN�NI�NVIMIMWN�V�INYN :
STATE OFCALIFORNIA ,
COUNTY OF
On , before me, ,
personally appeared
personally known to me (or proved to me on the 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.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF )
On , before me, ,
personally appeared
personally known to me (or proved to me on the 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.
Notary Public
[SEAL]
2156/015610-0087
627103.01 a09/06/06 -47-
61
NI�I�I�IuIYIIII��IIINNIulllnlllll -��mm-
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
Real property in the City of La Quinta, County of Riverside, State of California, described as
follows:
LOTS 10, 11 AND 12 IN BLOCK 9 OF DESERT CLUB TRACT, UNIT NO. 1, IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
19, PAGE 75 OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY.
APN: 770-152-009-7; 772-152-010-7
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