2006 Coral Option 1, LLC - Madison St Median Landscape Maintenance Agmt DOC # 2006-0331924RECORDED REQUESTED BY AND
WHEN RECORDED, RETURN TO:
City of La Quinta
P.O. Box 1504
La Quinta, CA 92247-1504
Attn: City Clerk
DOC # 006-0104
05/08/2006 08:00A Fee:NC
Page 1 of 12
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
M S U PAGE SIZE DA PCOR I NOCOR SMF ISC.�
A R L COPY LONG REFUND NCHG E}:AM
EXEMPT RECORDING REQUESTED PER Gov. CODE § 27383
MEDIAN LANDSCAPING MAINTENANCE AGREEMENT
CORAL MOUNTAIN DEVELOPMENT
THIS MEDIAN LANDSCAPING MAINTENANCE AGREEMENT (the "Agreement")
is made and entered into this .' day of , 2006, by and between Coral
Option 1 , LLC, a Delaware limited liability company (hereinafter referred to as
"Owner"), and the City of La Quinta, California, a California Municipal Corporation
(hereinafter referred to as "City").
RECITALS:
A. Owner is the owner of Andalusia at Coral Mountain , a certain development in
the City of La Quinta (the "Development"), which Development is more particularly
described on Exhibit A attached hereto and incorporated herein by this reference.
B. In connection with the Development, the owner realigned Madison Street
between Avenue 58 and Avenue 60 and voluntarily constructed additional street
improvements that upgraded the roadway classification from secondary arterial to
primary arterial, as defined in the La Quinta Municipal Code and La Quinta General
Plan. With these additional street improvements, an 18-foot wide raised median was
installed along the realigned Madison Street between Avenue 58 and Avenue 60.
C. The additional street improvement upgrades were approved by the City Council
on the condition that the cost to build the landscaped median and the cost to maintain
the landscaping in perpetuity is contractually shifted to the Owner or its successor.
D. The Owner requested vacation of portions of the existing Madison Street right-
of-way to facilitate the construction of the new upgraded roadway to improve the
safety and appearance of Madison Street. The City Council at a public hearing on
January 7, 2003, approved Street Vacation Case No. RW-V 2002-01 1 vacating these
portions subject to conditions in Section 2 set forth more fully in Resolution 2003-
003. Among other conditions, the City Council conditioned that prior to recordation of
the Madison Street vacation that the new street full width street improvements shall
be constructed and accepted by the City in the areas adjacent to the Owner's land
Madison LandscapeAgreementfinal.doc 1 of 7
holdings and the owner enter into a landscape maintenance agreement with the City
to require that the Owner pay for the landscape maintenance cost of the 18-foot wide
median known as the "Encroachment Area" (depicted on attached Exhibit B in
perpetuity.
NOW, THEREFORE, it is agreed by and between the parties hereto as follows:
1 . Responsibilities of City• The City agrees to issue an encroachment permit to
the Owner or his/her Landscape Maintenance Contractor for the construction of
the landscaped median and annual encroachment permits to the Owner or
his/her Landscape Maintenance Contractor and as such the Contractor may be
approved by the City in advance for the purpose of landscaping, maintaining,
repairing and replacing the landscape improvements within the Encroachment
Area that constitutes the landscaped median on Madison Street between
Avenue 58 and Avenue 60.
2. Responsibilities of Owner. Owner or his assignees hereby agrees to, at its sole
cost and expense: (a) design and construct the landscaped median and related
improvements, such as planting, irrigation and sprinkler system as per median
landscape plans designed by the Owner or his assignees and as approved by
the City Engineer (the "Improvements"), (b) maintain the Improvements in good
condition and repair, and (c) maintain and nurture the landscaping on the
median in healthy condition, all to the satisfaction of the City, which
satisfaction shall be in the City's sole discretion. Owner shall be responsible for
the abatement and/or removal, in accordance with applicable local, state and
federal laws, of any and all toxic, hazardous, dangerous or potentially
dangerous wastes, materials and contaminants as defined by either state or
federal law ("Hazardous Materials"), whether known or unknown, deposited or
spilled in the landscaped median area or on any adjacent real property owned by
Owner to the extent the deposit or spill arises out of Owner's use of the
Encroachment Area, but Owner shall not be responsible for Hazardous Materials
existing within the landscaped median prior to Owner's first entry hereunder
provided that the Owner does not cause a "release" as defined in state or
federal law. Owner's responsibility for the removal and/or abatement of any
Hazardous Materials shall include the payment by Owner of any damages,
costs, levies or fines incurred by City under local, state or federal law in
connection with a deposit or spill of Hazardous Materials arising out of Owner's
use of the Encroachment Area or any adjacent property. The Owner or his/her
Landscape Maintenance Contractor shall apply for an encroachment permit to
construct the Improvements within the Encroachment Area per approved plans.
The Owner or his/her Landscape Maintenance Contractor shall apply for annual
encroachment permits for perpetual maintenance of the Improvements within
the Encroachment Area.
3. Failure or Termination of Owner's Maintenance Obligation. If Owner fails to
construct and maintain the Improvements in accordance with the standards set
forth herein, the City may provide the Owner with written notice of such failure
describing the deficiencies in reasonable detail (the "Deficiency Notice"). If
Madison LandscapeAgreementfinaIAm 2 of 7
such deficiency is not corrected within twenty (20) business days following
delivery of the Deficiency Notice to Owner, City shall have the right, but not
the obligation, to cure the deficiency; provided, however, that if the deficiency
is a type that cannot reasonably be cured within twenty (20) business days, it
will be deemed cured if Owner commences to cure the deficiency within such
period and proceeds diligently and continuously thereafter to complete the cure
of such deficiency. If City elects to cure the deficiency, it shall be performed at
City's standard rates and prices. Owner shall reimburse City for its costs
including, without limitation, any attorneys' fees and costs, which invoice shall
be accompanied by copies of receipts evidencing the actual cost of cure of
such deficiency. If this Agreement terminates for any reason, Owner shall
execute, acknowledge, and deliver to City within twenty (20) days after City's
request thereafter, a quitclaim deed or such other document(s) required by a
reputable title company to remove any cloud from City's fee title to the
Encroachment Area that might arise from this Agreement.
In the event that the City undertakes the work authorized above by termination
of this agreement or Deficiency Notice to Owner, the Owner, any surety and
any person, firm, partnership, entity, corporation, or association claiming
interest in the subject property and each of them shall totally reimburse City the
full costs it thereby incurs based upon the following:
A. Amount of the Reimbursement. The reimbursement shall be equal to the
amount of the actual, direct costs incurred by the City in operating,
maintaining and reconstructing the Subject Improvements (subject to the
provisions of paragraph 2, above). The amount of the reimbursement
shall be evaluated annually and, if necessary, adjusted.
B. Payment of the Reimbursement. City shall prepare and mail invoices to
Owner on a quarterly or other mutually -agreed basis. Owner shall pay
the amount of the invoice on or before the fifteenth day of the month
following the month in which the invoice is mailed to Owner.
C. Owner's Right to Review Records. Owner shall have the right, upon
request, to review any non -privileged cost records on which City bases
its invoices to Owner.
D. Owner's Non -Payment of Costs. If Owner fails to reimburse City's costs
as required herein, City shall have the right to take necessary steps to
recoup un-reimbursed costs and shall have the right to terminate this
Agreement ninety (90) days after the reimbursements are overdue.
4. Disputes. In the event of any dispute arising under this Agreement, the injured
party shall notify the injuring party of its contentions in writing by letter. The
injured party shall continue performing its obligations incurred herein so long as
the injuring party commences to cure such injuring action within twenty (20)
days of delivery of such notice; provided, however, that if the injuring action is
a type that cannot reasonably be cured within twenty (20) business days, it will
MadisonLandscapeAgreementfinal.doc 3 of 7
be deemed cured if the injuring party commences to cure the injury within such
period and proceeds diligently and continuously thereafter to complete the cure
of such injury.
5. Attorneys Fees. If either party commences an action against the other arising
out of or in connection with this Agreement, including the filing of a lien or
other legal action to compel payment of any amounts due, the prevailing party
shall be entitled to recover reasonable attorney's fees and costs from the losing
party.
6. Indemnification of City. Owner agrees to indemnify, defend and hold City and
its officers, employees, agents, representatives, and assigns ("City Indemnitees")
harmless from and against any losses, claims, demands, actions, or causes of
action ("Claims"), of any nature whatsoever, including costs of suit and
reasonable attorney's fees, in connection with Owner's obligations under this
Agreement. In the event the City Indemnitees are made a party to any action,
lawsuit, or other adversarial proceeding in any way involving such Claims,
Owner shall provide a defense to the City Indemnitees, or at the City's option,
reimburse the City Indemnitees their costs of defense, including reasonable
attorneys' fees, incurred in defense of such claim. In addition Owner shall be
obligated to promptly pay any final judgment or portion thereof rendered against the City
Indemnitees.
7. Officers and Employees; No officer or employee of Owner or of City shall be
personally liable for any default or breach of the terms of this Agreement.
8. Term of Agreement. This Agreement shall remain in full force and effect in
perpetuity unless and until one or both parties hereto give notice of termination
as required herein.
9. Runs with the Land. This Agreement shall run with the Development and shall
bind successors in interest to Owner. The property benefited by this
Agreement is the Encroachment Area and the property burdened by this
Agreement is the Development.
10. Termination of Agreement. Either party hereto may terminate this Agreement
by giving ninety (90) days written notice of intent to terminate. Upon
termination, unless otherwise agreed by the parties hereto, City shall resume
responsibility for maintenance of the Improvements and the Owner shall bear
the full cost thereof, as required in the Conditions and this Agreement. At the
time of any termination of this Agreement, the parties shall execute and/or
cause to be recorded any documents which may be necessary or appropriate.
1 1. Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other party or any person shall
be in writing and either served personally or sent by prepaid, first-class mail to
the address set forth below. Notice shall be deemed communicated forty-eight
(48) hours from the time of mailing if mailed as provided in this Section.
Mad ison Land scapeAgreementfinaI-doc 4 of 7
To City: City of La Quinta
78-395 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
Attn: Timothy R. Jonasson
Public Works Director/
City Engineer
To Owner: Coral Option 1, LLC
79-285 Rancho La Quinta Drive
La Quinta, CA 92253
(760) 777-7747
Attn: Grady N. Sparks
President
12. Assignment of Agreement. The Owner may not assign, sublet, hypothecate,
encumber, or transfer (whether voluntarily or involuntarily) its obligations
hereunder to any party without the prior written consent of the City, which
consent may be withheld in the City's sole and absolute discretion.
13. General Provisions.
A. The terms, conditions, covenants, and agreements set forth herein shall
apply to and bind the heirs, executors, administrators, assigns, and
successors of the parties hereto.
B. Neither party to this Agreement relies upon any warranty or
representation not contained in this Agreement.
C. This Agreement shall be governed by and interpreted with respect to the
laws of the State of California.
D. Any failure or delay by either party in asserting any of its rights and
remedies as to any default shall not operate as a waiver of any default or
of any rights or remedies provided for herein.
E. This Agreement may be amended at any time by the mutual consent of
the parties by an instrument in writing signed by both parties.
F. In the event that any provision or provisions of this Agreement are held
unenforceable, all provisions not so held shall remain in full force and
effect.
G. The person executing this Agreement on behalf of the parties hereto
Madison LandscapeAgreementfinaLdoc 5 of 7
warrant that they are duly authorized to execute this Agreement on
behalf of said parties and that by so executing this Agreement the parties
are formally bound to the provisions of this Agreement.
H. This Agreement may be executed in counterparts, which when taken
together, shall constitute one fully executed document.
Madison Land scapeAgreementfinal.doc 6 of 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
Coral Option 1, LLC,
a Delaware limited liability company
79-285 Rancho La Quinta Drive
La Quinta, CA 92253
(760) 777-7747
Title: f , - '` Date
_,� —
By:
Title:
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
r.
By:
Tom Genovese, City Manager
Attest:
u S. �Grek, City Cler
Date
Date
Approved as to Form:
M. Katherine Jenson, City'Atforney
' of +"
Gate
Mad ison LandscapeAgreementfinal.doc 7 of 7
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to the within instrument and acknowledged to me that
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EXHIBIT „�„ SHEET 1 OF 2 SHEETS
MADISON STREET MEDIAN
"ENCROACHMENT AREA"
IN SECTIONS 27 & 28, T.6.S., R.7.E., S.B.M. -- ___ AVENUE 58
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INDICATES AREA OF ENCROACHMENT
AREA = 0.860 ACRES
SCALE: 1 " = 600'
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AVENUE 60
EXHIBIT 'e B.v
MADISON STREET MEDIAN
"ENCROACHMENT AREA"
IN SECTIONS 27 28, T.6.S., R. E., S E.M
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INDICATES AREA OF ENCROACHMENT
AREA = 0.860 ACRES
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