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PC Resolution 2024-017 Bravo Estates DA2024-0001 & SDP 2024-0001PLANNING COMMISSION RESOLUTION 2024 - 017 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF LA QUINTA, CALIFORNIA, RECOMMENDING THAT THE CITY COUNCIL APPROVE A SITE DEVELOPMENT PERMIT AND DEVELOPMENT AGREEMENT TO CONSTRUCT 14 SINGLE- FAMILY RESIDENTIAL UNITS LOCATED ON THE NORTHWEST CORNER OF AVENUE 52 AND MADISON STREET AND FIND THAT THE PROJECT IS CONSISTENT WITH ENVIRONMENTAL ASSESSMENT 2003-495 CASE NUMBERS: SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES APPLICANT: DESERT LUXURY PROPERTIES, LLC WHEREAS, the Planning Commission of the City of La Quinta, California did, on November 12, 2024, hold a duly noticed Public Hearing to consider a request by Desert Luxury Properties, LLC, for approval of a Site Development Permit and a Development Agreement for 14 single family residential units on 8.4 acres located on the northwest corner of Avenue 52 and Madison Street, more particularly described as: APNs: 777-470-001 THROUGH -014 WHEREAS, the Design and Development Department published a public hearing notice in The Desert Sun newspaper on November 1, 2024, as prescribed by the Municipal Code. Public hearing notices were also mailed to all property owners within 500 feet of the site and emailed or mailed to all interested parties who have requested notification relating to the project; and WHEREAS, the Design and Development Department determined that the project is consistent with the Mitigated Negative Declaration adopted on August 17, 2004 (Environmental Assessment 2003-495), and no further environmental review is required under the California Environmental Quality Act. The Planning Commission considered this determination prior to their recommendation to the City Council; and Site Development Permit 2024-0001 WHEREAS, at said Public Hearing, upon hearing and considering all testimony and arguments, if any, of all interested persons desiring to be heard, said Planning Commission did make the following mandatory findings pursuant to Section 9.210.010 of the Municipal Code to justify approval of said Site Development Permit: PLANNING COMMISSION RESOLUTION 2024-017 SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES LOCATION: NORTHWEST CORNER OF AVENUE 52 AND MADISON STREET ADOPTED: NOVEMBER 12, 2024 PAGE 2 OF 4 The proposed development is consistent with the General Plan land use designation of Very Low Density Residential. The project consists of high - quality design that complements and enhances the City. 2. The proposed development, as conditioned, is consistent with the development standards of the City's Zoning Code in terms of architectural style and landscaping. The project design utilizes varying roof lines and wall depths, along with a complementary color palette. 3. The Design and Development Department has determined that this project has been previously studied under, and is consistent with, Environmental Assessment 2003-495, and no further environmental review is required. 4. The architecture and layout of the project are compatible with, and not detrimental to, the existing surrounding residential land uses and are consistent with the development standards in the Municipal Code. 5. The site design of the project is compatible with surrounding development and with the quality of design prevalent in the city. 6. The proposed project is consistent with the landscaping standards and plant palette and implements the standards for landscaping and aesthetics established in the General Plan and Zoning Code. The landscape palette is consistent with the City's drought -tolerant landscaping requirements. Development Agreement 2024-0001 WHEREAS, at said Public Hearing, upon hearing and considering all testimony and arguments, if any, of all interested persons desiring to be heard, said Planning Commission did make the following mandatory findings pursuant to Section 9.250.020 of the Municipal Code to justify approval of said Development Agreement [Exhibit A]: The Development Agreement is consistent with the applicable objectives, policies, general land uses, and programs of the La Quinta General Plan as follows: a. Policy LU-6.3: Support and encourage the expansion of the resort industry as a key component of the City's economic base. b. Policy LU-3.1: Encourage the preservation of neighborhood character and assure a consistent and compatible land use pattern. c. Goal ED-1: A balanced and varied economic base serving both the City's residents and the region. d. Goal ED-2: The continued growth of the tourism and resort industries in the City. PLANNING COMMISSION RESOLUTION 2024-017 SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES LOCATION: NORTHWEST CORNER OF AVENUE 52 AND MADISON STREET ADOPTED: NOVEMBER 12, 2024 PAGE 3 OF 4 2. The Development Agreement is compatible with the uses authorized and the regulations prescribed for the land use district in which the real property is located. The properties are available and must be used for residential purposes, and may be the residents' primary residence or secondary residences, and/or may be used for short-term vacation rentals, which residential use is consistent with the permissible uses of the land use district the property is located in. This is appropriate for the area, given the proximity to surrounding residential and polo fields to the east of Madison Street. 3. The Development Agreement is in conformity with the public necessity, public convenience, general welfare, and good land use practices. The project may be used as residences, which is consistent with the surrounding area and extends residential development along Madison Street in the project area. 4. The Development Agreement will not be detrimental to the health, safety, and general welfare. The project may be used as residences, which is consistent with the surrounding area. 5. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values in that it facilitates the development of high -quality homes and extends residential development along Madison Street in the project area. 6. The Development Agreement will have a positive fiscal impact on the City in that implementation of the Development Agreement will produce revenues through payment of certain development impact fees, increased property taxes, and transient occupancy taxes when units are rented on a short-term basis. NOW, THEREFORE, BE IT RESOLVED by the Planning Commission of the City of La Quinta, California, as follows: SECTION 1. That the above recitations are true and constitute the Findingsof the Planning Commission in this case. SECTION 2. That the above project is consistent with Environmental Assessment 2003- 495. SECTION 3. That it does hereby recommend that the City Council approve Site Development Permit 2024-0001, and Development Agreement 2024-0001 for the reasons set forth in this Resolution and subject to the attached Conditions of Approval [Exhibit B]. PLANNING COMMISSION RESOLUTION 2024-017 SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES LOCATION. NORTHWEST CORNER OF AVENUE 52 AND MADISON STREET ADOPTED: NOVEMBER 12, 2024 PAGE 4 OF 4 PASSED, APPROVED, and ADOPTED at a regular meeting of the City of La Quinta Planning Commission, held on November 12, 2024, by the following vote: AYES: Commissioners Guerrero, Hernandez, Hundt, McCune, Tyerman, and Chairperson Hassett NOES: None ABSENT: Commissioner Nieto ABSTAIN: None DOUG HAS TT, Chal person City of La Quinta, California ATTEST: DANNY CASTRO,'Design and Development Director City of La Quinta, California PLANNING COMMISSION RESOLUTION 2024-017 SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: Citv Clerk 698/015610-0183 21420197.1 al1/05/24 EXHIBIT A Space Above This Line for Recorder's Use (Exempt from Recording Fee per Gov't Code §6103 and §27383) DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LA QUINTA AND DESERT LUXURY PROPERTIES LLC DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is entered into as of the day of , 202_ ("Reference Date"), by and between the CITY OF LA QUINTA, a California municipal corporation and charter city organized and existing under the Constitution of the State of California ("City"), and DESERT LUXURY PROPERTIES LLC, a California limited liability company, ("Developer"), with reference to the following: RECITALS: A. Government Code Section 65864 et seq. ("Development Agreement Act") authorizes 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 Government Code Section 65865, City has adopted its Development Agreement Ordinance (La Quinta Municipal Code Section 9.250.020 or successor provisions) establishing procedures and requirements for such development agreements ("Development Agreement Ordinance"). C. Developer is the owner of certain real property in the City of La Quinta, County of Riverside, State of California consisting of fee title to fourteen (14) vacant residential (numbered) lots with Assessor Parcel Numbers 777-470-001 through 777-470-014, and easement rights with respect to certain lettered lots within Tract No. 31852 that are appurtenant to and benefit the residential (numbered) lots, all as more particularly described in the legal description in Exhibit A attached hereto and incorporated herein by this reference (collectively, the "Property" and each individual residential (numbered) lot may be referred to herein as "One of the Properties"), and more particularly depicted with corresponding APNs on the Site Map attached hereto as Exhibit B and incorporated herein by this reference. D. Developer has duly submitted an application for a development agreement and environmental assessment for the development of the Property and/or improvements to previously improved portions of the Property, to use as a residential community that includes and would allow for the development, permitting, operation and use of fourteen (14) residences constructed or to be constructed on the Property as short-term vacation rentals pursuant to the Short -Term Vacation Rental Restrictions (defined below) (briefly summarized here as the "Project" and more fully defined below in this Agreement). (For reference purposes only, a copy of Chapter 3.25, as that chapter exists on the Effective Date, is attached to this Agreement as Exhibit E.) The Project is more fully described in, and subject to (i) this Agreement, (ii) the City's General Plan, (iii) Final Tract Map No. 31852, and any conditions of approval appurtenant thereto (the "Tract Map") (iv) any applicable Specific Plan that includes the Property, in effect as of the Effective Date, and any conditions of approval appurtenant thereto, (v) Site Development Permit No. SDP2024-0001, and any conditions of approval appurtenant thereto (the "SDP," and, collectively the foregoing clauses (i)-(v) are referred to herein as the "Vested Approvals"), (vi) any future discretionary or ministerial approvals and/or permits, including future site development permit(s), issued for the Property or Project; and (vii) any future subdivision maps approved for the Property or Project (collectively the foregoing clauses (vi)-(vii) are referred to herein as the "Future Approvals"). The Vested Approvals and the Future Approvals are collectively referred to herein as the "Project -1- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT Approvals," and are, or when approved or issued shall be, on file with the City Clerk's Office and available for inspection during regular business hours at La Quinta City Hall located at 78495 Calle Tampico, La Quinta, CA 92253. E. As of the Effective Date of this Agreement, Developer owns fee simple title to the 14 residential lots within the Property and easement rights to the lettered lots within the Property, and by their execution of this Agreement, City and Developer consent to recordation of this Agreement against the Property, including, without limitation, each One of the Properties. F. Consistent with Section 9.250.020 of the La Quinta Municipal Code, City and Developer desire to enter into a binding agreement that 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 Project Approvals, all as more particularly set forth herein. G. The Planning Commission and the City Council have determined that the Project and this Agreement are consistent with the City's General Plan, including the goals and objectives thereof. H. All actions taken by City have been duly taken in accordance with all applicable legal requirements, including the California Environmental Quality Act ("CEQA"), and all other requirements for notice, public hearings, findings, votes and other procedural matters. I. On 202_, the City Council adopted its Ordinance No. approving this Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, 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: GENERAL 1.1 Definitions. In addition to the defined words and terms set forth elsewhere in this Agreement, the following defined words and terms shall apply: 1.1.1 "Affiliated Party" shall mean (i) any person or entity that directly or indirectly owns or has voting or management rights of Developer or its members or managers, or (ii) any entity that is directly or indirectly owned, controlled or managed by -2- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT Developer or its members or managers, or such members' or managers' shareholders. City shall have the right to review and confirm any person or entity purported to be an "Affiliated Parry" for purposes of this Agreement. 1.1.2 "Agreement" means this Development Agreement and all amendments and modifications thereto. 1.1.3 "Applicable Rules" means the following rules, regulations, ordinances and officially adopted policies of the City of La Quinta in full force and effect as of the Effective Date of this Agreement: the City's General Plan, the Tract Map, the SDP, any applicable Specific Plan and City of La Quinta Zoning Code provisions in Title 9 of the La Quinta Municipal Code that includes the Property, and the Short -Term Vacation Rental Regulations subject to the provisions as set forth in this Agreement. Additionally, notwithstanding the language of this Section or any other language in this Agreement: (a) all specifications, standards, and policies regarding the design and construction of public works facilities required with respect to the Project, if any, shall be those that are in effect at the time any of said Project applications and plans are being processed for approval and/or under construction; (b) payments for all development impact fees, mitigation fees, application and processing fees, and any other fees and exactions relating to the development of the Project, shall be those that are in effect at the time said Project applications and plans are being processed for approval and subject to payment pursuant to Section 2.2.1 of this Agreement; and (c) all Short -Term Vacation Rental Regulations shall be those that are in effect at the time of the submittal of an application for a short-term vacation rental permit and in effect at the time a duly -issued permit is held, including amendments to the Short -Term Vacation Rental Regulations following the Effective Date that do not otherwise prevent the use of One of the Properties for short-term vacation rentals. 1.1.4 "Assignment and Assumption Agreement" shall have the meaning set forth in Section 1.8.1 of this Agreement. 1.1.5 of this Agreement. "CC&Rs" shall have the meaning set forth in Section 3.1 1.1.6 "CEQA" means the California Environmental Quality Act (Cal. Public Resources Code Sections 21000 et seq. or successor provisions) and the State CEQA Guidelines (Cal. Code of Regs., Title 14, Sections 15000 et seq. or successor provisions). 1.1.7 "City" means the City of La Quinta, a charter city and municipal corporation, including each and every agency, department, board, commission, authority, employee, and/or official acting under the authority of the City, including without limitation the City Council and the Planning Commission. 1.1.8 "City Council" means the City Council of the City and the legislative body of the City pursuant to California Government Code Section 65867. 1.1.9 "Claims" shall have the meaning set forth in Section 3.6 of this Agreement. -3- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT 1.1.10 "Compliance Certificate" shall have the meaning set forth in Section 4.1 of this Agreement. 1.1.11 "Davis -Stirling Act" means the Davis -Stirling Common Interest Development Act, California Civil Code Section 4000 et seq. (or successor provisions). 1.1.12 "Development Director" means the Director of the City's Design and Development Department, or his or her designee. 1.1.13 "Developer" means the Developer identified in the preamble of this Agreement. 1.1.14 "Development Agreement Act" means Section 65864 et seq., of the California Government Code. 1.1.15 "Development Agreement Ordinance" shall have the meaning set forth in Recital B. 1.1.16 "Discretionary Action" means an action which requires the exercise of judgment, deliberation or a decision on the part of City, including any board, commission, committee, or department or any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires City, including any board, commission or department or any officer or employee thereof, to determine whether there has been compliance with statutes, ordinances, regulations, or other adopted policies. 1.1.17 "Effective Date" shall have the meaning set forth in Section 1.3 of this Agreement. 1.1.18 "Force Majeure" shall have the meaning set forth in Section 8.2 of this Agreement. Recital D. 1.1.19 "Future Approvals" shall have the meaning set forth in 1.1.20 "General Plan" means the General Plan of the City. 1.1.21 "Indemnitee" shall have the meaning set forth in Section 3.6 of this Agreement. 1.1.22 "Insubstantial Modification" shall have the meaning set forth in Section 1.6(a) of this Agreement. 1.1.23 "Mortgage" shall have the meaning set forth in Section 7.2 of this Agreement. 1.1.24 "Mortgagee" shall have the meaning set forth in Section 7.2 of this Agreement. ME DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT 1.1.25 "MND" and "Mitigated Negative Declaration" shall have the meaning set forth in Section 1.5 of this Agreement. 1.1.26 "New Laws" means amendments or modifications to the Applicable Rules, and all ordinances, resolutions, initiatives, regulations, rules, laws, plans, policies, and guidelines of the City and its City Council, Planning Commission, and all other City boards, commissions, departments, agencies, and committees enacted or adopted after the Effective Date. 1.1.27 "Notice" shall have the meaning set forth in Section 8.1 of this Agreement. 1.1.28 "One of the Properties" shall have the meaning set forth in Recital C. 1.1.29 "Parties" means collectively Developer and City. Each shall be referred to in the singular as a "Party". 1.1.30 "Performance Schedule" shall mean the performance schedule for the Project attached hereto as Exhibit D and incorporated herein by reference, and as further described in Section 3.3. 1.1.31 "Planning Commission" means the City Planning Commission and the planning agency of the City pursuant to California Government Code Section 65867. 1.1.32 "Project" means the development, improvement, use and operation of the Property as set forth in more detail in Section 3.1. Recital D. 1.1.33 "Project Approvals" shall have the meaning set forth in 1.1.34 "Property" shall have the meaning set forth in Recital C. 1.1.35 "Recorder's Office" shall mean the Office of Official Records for Riverside County, California 1.1.36 "Request for Notice of Default" shall have the meaning set forth in Section 7.3 of this Agreement. 1.1.37 "Reserved Powers" means the rights and authority excepted from this Agreement's restrictions on City's police powers and which are instead reserved to City, its City Council, Planning Commission, and all other City boards, commissions, departments, agencies, and committees. The Reserved Powers include the powers to enact or adopt New Laws or take future Discretionary Actions after the Effective Date of this Agreement that may be in conflict with the Applicable Rules and Project Approvals, except such New Laws which would prevent, or materially impair Developer's ability to develop the Project and/or use the Property in accordance with the Project Approvals and this Agreement; provided, however, that -5- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT with respect to such New Laws which would conflict with this Agreement or prevent, or materially impair Developer's ability to develop or use the Project in accordance with the Project Approvals, such New Laws shall apply to the Project and the Property only if such New Laws are: (1) necessary to protect the public health and safety, and are generally applicable on a City-wide basis in furtherance of the identified public health and safety concern (except in the event of natural disasters as found by the City Council such as floods, earthquakes and similar acts of God, which shall apply even if not applicable on a City-wide basis); (2) amendments to Uniform Codes, as adopted by City, and/or the La Quinta Municipal Code, as applicable, regarding the construction, engineering and design standards for private and public improvements to be constructed on the Property; (3) required by a non -City governmental 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 material loss of funds or material loss of access to funding or other resources, with "material loss" in this clause (3) meaning Seventy Five Thousand Dollars ($75,000.00) or more, as such minimum threshold amount of $75,000 may be adjusted as of January 1 of each calendar year (the "Adjustment Date") during the Term of this Agreement by any increases in the Consumer Price Index for All Urban Consumers for the Riverside -San Bernardino -Ontario, California areas (1982-84=100) from the Effective Date to the applicable Adjustment Date), (4) necessary to comply with state or federal laws and regulations (whether enacted previous or subsequent to the Effective Date of this Agreement), or (5) adopted by the City on a City wide basis and applied to the Property (and each One of the Properties) in a non- discriminatory manner that does not prevent or materially impair Developer's ability to develop the Project and/or operate or use the Property and Project in accordance with the Project Approvals and this Agreement. 1.1.38 "SDP" shall have the meaning set forth in Recital D. 1.1.39 "Short -Term Vacation Rental Regulations" means all provisions of the La Quinta Municipal Code related to short-term vacation rentals as the same may be amended from time to time, including specifically Chapter 3.24 or successor provisions related to transient occupancy tax and Chapter 3.25 related to short-term vacation rentals, except to the extent any provision directly conflicts with the vested rights in Section 5 of this Agreement. 1.1.40 "Site Map" means the map that shows the location of the site and immediately adjacent properties, which is attached hereto as Exhibit B. 1.1.41 "Term" means the period of time for which the Agreement shall be effective in accordance with Section 1.2 herein. 1.1.42 "Tract Map" shall have the meaning set forth in Recital D. 1.1.43 "Uniform Codes" means those building, electrical, mechanical, plumbing, fire and other similar regulations of a City-wide scope which are based on recommendations of a multi -state professional organization and become applicable throughout the City, such as, but not limited to, the Uniform Building Code, the Uniform Electrical Code, the Uniform Mechanical Code, the Uniform Plumbing Code, or the Uniform Fire Code (including those amendments to the promulgated uniform codes which reflect local modification to Son DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT implement the published recommendations of the multi -state organization and which are applicable City-wide). 1.1.44 "Vested Approvals" shall have the meaning set forth in Recital D. 1.1.45 "Zoning Ordinance" means Title 9 of the La Quinta Municipal Code or successor title or provisions. 1.2 Term. The term of this Agreement shall commence on the Effective Date and shall continue for fifty (50) 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 after the satisfaction of all applicable public hearing and related procedural requirements. 1.3 Effective Date. This Agreement shall be effective, and the obligations of the Parties hereunder shall be effective, as of ("Effective Date"), which is the date that Ordinance No. takes effect. This Agreement shall be recorded in the Recorder's Office no later than thirty (30) days after the Effective Date. 1.4 Statement of Benefits and Consideration. The Parties have determined that a development agreement is appropriate for the construction and operation of the Project due to the substantial benefits to be derived therefrom. City finds and determines that the Project is in the best interests of the health, safety and general welfare of City and its residents, and that entering into this Agreement constitutes a valid, present exercise of its police power. City has undertaken the necessary proceedings, has found and determined that this Agreement is consistent with the General Plan, and has adopted the Ordinance referenced in Recital I above approving this Agreement. As a result of the development of the Project in accordance with this Agreement, City will receive substantial benefits. In consideration of the substantial benefits, commitments, and consideration to be provided by Developer pursuant to this Agreement, and in order to strengthen the public planning process and reduce the economic costs of development, City hereby provides Developer assurance that Developer can proceed with the construction and use of the Project at the Property for the Term of this Agreement pursuant to the Applicable Rules and this Agreement. Developer would not enter into this Agreement or agree to provide the public benefits, commitments and consideration described in this Agreement if it were not for the certainty provided by this Agreement that the Project and the Property can be constructed and used during the Term of this Agreement in accordance with the Applicable Rules and this Agreement. 1.5 CEQA Requirements. -7- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT The Project has been reviewed for environmental impacts in accordance with the provisions of CEQA and has adopted a Mitigated Negative Declaration per Environmental Assessment 2003-495 for Tentative Tract Map 31852 ("MND") as its CEQA review document for the Project. City has given consideration to such environmental review prior to its approval of this Agreement and the Project, and has undertaken all actions necessary to comply with CEQA when approving this Agreement. Developer shall develop the Project in a manner complying with all design features, mitigation measures, and other terms and conditions required by the MND. 1.6 Modification or Amendment of this Agreement. Except as expressly stated to the contrary herein, this Agreement may be modified or amended from time to time, in whole or in part, only by mutual written consent of the Parties or their successors in interest, consistent with Government Code Sections 65867 through 65868 (or successor provisions, the Development Agreement Ordinance, and the following terms: (a) Insubstantial Modifications. The Parties acknowledge that refinements and further development of the Project may demonstrate that minor changes are appropriate with respect to the details of the Project development and the performance of the Parties. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project development and with respect to those items covered in general terms under this Agreement, and thus desire to provide a streamlined method of approving insubstantial modifications to this Agreement. Therefore, any minor modification to this Agreement which does not modify (i) the Term of this Agreement; (ii) permitted uses of the Property, (iii) maximum density or intensity of use, except as specifically allowed in the Project Approvals, (iv) provisions for the reservation or dedication of land, (v) conditions, terms, restrictions or requirements for Reserved Powers, Discretionary Actions, or subsequent Discretionary Actions, or (vi) monetary obligations of Developer (hereinafter an "Insubstantial Modification"), and that can be processed under CEQA either as not a "project" under CEQA or as exempt from CEQA, and that does not require a public hearing prior to the Parties executing a modification to this Agreement. Either Party may propose an Insubstantial Modification, consent to which shall not be unreasonably withheld, conditioned, or delayed by the other Party. Upon the written request of Developer for a modification to this Agreement, the City Manager or his/her designee shall determine, in his/her sole discretion: (1) whether, in his/her reasonable judgment, the requested modification constitutes an "Insubstantial Modification," as defined herein; (2) whether the requested modification is consistent with Applicable Rules (other than that portion of this Agreement sought to be modified); and (3) whether, in his/her reasonable judgment, the requested modification tends to promote the goals of this Agreement. If the City Manager or his/her designee determines that the requested modification is an "Insubstantial Modification" that is consistent with Applicable Rules and tends to promote the goals of this Agreement, the proposed modification will be approved by the City as an Insubstantial Modification, and a written modification will be executed by the Parties and attached to this Agreement. Any such Insubstantial Modification shall not be deemed an "amendment" to this Agreement under Government Code Section 65858. Any amendment or other agreement memorializing an approved Insubstantial Modification shall be recorded in the Recorder's Office no later than thirty (30) days after complete execution of said amendment or other agreement. 10 DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT (b) Substantial Amendments. Except as otherwise described in Section 1.6(a) of this Agreement, amendments to this Agreement shall be "Substantial Amendments" which require notice and a public hearing pursuant to California Government Code Section 65868. (c) Parties Required to Amend. Where a portion of Developer's rights or obligations have been transferred, assigned, and assumed pursuant to Section 1.8 of this Agreement, the signature of the person or entity to whom such rights or obligations have been assigned shall not be required to amend this Agreement unless such amendment would materially alter the rights or obligations of such transferee/assignee hereunder. (d) Effect of Amendment. Any amendment to this Agreement shall be operative only as to those specific portions of this Agreement expressly subject to the amendment, and all other terms and conditions of this Agreement shall remain in full force and effect without interruption. 1.7 Termination: Annlicable to All of the Prone Unless terminated earlier, pursuant to the terms hereof, this Agreement shall automatically terminate and be of no further effect upon the expiration of the Term of this Agreement as set forth in Section 1.2. 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 Project Approvals. Any termination of this Agreement shall affect each and every One of the Properties and the entire Property, and no owner of any One of the Properties may apply for a termination or terminate this Agreement with respect to that owner's One of the Properties unless all of the owners of the Property and each and every One of the Properties apply for and seek to terminate this Agreement for the entire Property and every One of the Properties. In explanation of the foregoing, this Agreement shall apply to each One of the Properties for the entire duration of the Term, and no One of the Properties may be released from or excused for performance under this Agreement by way of terminating this Agreement for that One of the Properties, unless all of the Property and every One of the Properties are released from this Agreement. 1.8 Assignment of Interests, Rights and Obligations. Developer may transfer or assign all or any portion of its interests, rights or obligations under this Agreement to third parties acquiring an interest or estate in any One of the Properties, or the Property, or any portion thereof, including, without limitation, purchasers or ground lessee(s) of lots, parcels or facilities, subject to the following: 1.8.1 Assignment and Assumption Agreements. (a) In connection with the transfer or assignment by Developer of all or any portion of the Property (other than a transfer or assignment by Developer to a Mortgagee, defined below), Developer and the transferee shall enter into a written agreement (an "Assignment and Assumption Agreement") regarding the respective interests, rights and obligations of Developer and the transferee in and under this Agreement. Such Assignment and Assumption Agreement may: (i) release Developer from obligations under this Agreement pertaining to that S� DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT portion of the Property being transferred, as described in the Assignment and Assumption Agreement, provided that the transferee expressly assumes such obligations; (ii) transfer to the transferee vested rights to develop and/or improve and use that portion of the Property being transferred; and (iii) address any other matter deemed by Developer to be necessary or appropriate in connection with the transfer or assignment. (b) Developer shall obtain City's prior written consent to any Assignment and Assumption Agreement (other than a transfer or assignment by Developer to a Mortgagee defined below, and other than to a bone fide purchaser for value of the fee interest or long-term ground lease of One of the Properties provided said purchaser, as transferee, has obtained and will maintain title insurance insuring the purchaser's easement rights to use the certain lettered lots in the Tract Map as common area in compliance with Section 1.8.4, below), which consent shall not be unreasonably withheld, conditioned or delayed. Failure by City to respond within thirty (30) days to any request made by Developer for such consent shall be deemed to be City's refusal of the Assignment and Assumption Agreement in question. City may refuse to give its consent if such transferee has failed to provide sufficient evidence of financial resources and/or if such transferee would not, in City's reasonable opinion, be able to perform the obligations proposed to be assumed by such transferee. Such determination shall be made by the City Manager in consultation with the City Attorney and is appealable by Developer directly to the City Council. (c) An Assignment and Assumption Agreement shall be binding on Developer, City and the transferee provided (i) Developer is not then in default under this Agreement, (ii) Developer has provided notice to City of such transfer, and City has approved the transfer, and (iii) the transferee executes and delivers to City a written agreement in which (a) the name and address of the transferee is set forth and (b) the transferee expressly and unconditionally assumes each and every obligation of Developer under this Agreement with respect to the Property, or portion thereof, being transferred (to the extent Developer has not retained a continuing obligation), (c) Developer no longer has any legal or equitable interest in the Property or the portion thereof sold or transferred, as applicable, and (d) City has, in the exercise of its reasonable discretion, satisfied itself of the transferee's ability to assume those Developer obligations under this Agreement being assigned. Upon recordation of any Assignment and Assumption Agreement in the Recorder's Office, Developer shall automatically be released from those obligations assumed by the transferee therein, and said transferee shall thereafter be deemed the "Developer" under this Agreement for those transferred and assumed obligations. The Assignment and Assumption Agreement shall be recorded in the Recorder's Office no later than thirty (30) days after the complete execution thereof by Developer, City, and transferee. (d) In further explanation of Subdivision 1.8.1(c) above, Developer shall be free from any and all liabilities accruing on or after the date of any assignment or transfer with respect to those obligations assumed by a transferee pursuant to an Assignment and Assumption Agreement approved by City pursuant to this Agreement. No breach or default hereunder by any person succeeding to any portion of Developer's obligations under this Agreement shall be attributed to Developer, nor may Developer's rights hereunder be canceled or diminished in any way by any breach or default by any such person following Developer's release of obligations under the Project Approvals pursuant to an Assignment and Assumption Agreement assigning Developer's obligations to that successor. -10- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT (e) The City may assign or transfer any of its rights or obligations under this Agreement with the approval of the Developer, which approval shall not be unreasonably withheld. 1.8.2 Transfers for Morwaizes. Any transfers or assignments for any Mortgagee (defined below) shall be subject to the provisions in Article 7 of this Agreement. 1.8.3 Transfers to Affiliated Parties. Developer may at any time and without City's prior consent, transfer all or any portion of its rights and obligations under this Agreement to any Affiliated Party and, in connection with the transfer of any such obligations by Developer to an Affiliated Party in accordance with this Agreement, shall be released from such obligations assumed by the Affiliated Parry. Developer shall deliver to City, no later than ten (10) days after such transfer an Assignment and Assumption Agreement in recordable format memorializing the transfer of Developer's rights and obligations under this Agreement to an Affiliated Party, along with evidence sufficient for City, in its reasonable discretion, to review and confirm the transferee is an Affiliated Party of Developer, and that Affiliated Parry's contact information for notices to be delivered pursuant to this Agreement. The Assignment and Assumption Agreement shall be recorded in the Recorder's Office no later than thirty (30) days after the effective date of the assignment and assumption of said rights and obligations to the Affiliated Party. In the event a purported transferee is not an Affiliated Party, or Developer does not provide sufficient evidence, in City's reasonable discretion, to review and confirm the purported transferee is an Affiliated Party, any such transfer shall be void and of no force and effect. 1.8.4 Obligation to Continuously Insure Easement Rights and Common Areas for all Properties. Developer represents and warrants that Developer has and will maintain title insurance for the Property, including insurance for the easement rights with respect to certain lettered lots to be used as common area and identified in the Tract Map, which are appurtenant to and benefit the residential (numbered) lots. Any transfer or assignment by Developer, including a transfer of One of the Properties by sale or ground lease and/or a sale to a bone fide purchaser for value of the fee interest or ground lease interest of One of the Properties, shall require the transferee or assignee or bone fide purchaser to have obtained and maintain title insurance insuring the transferee's or assignee's or bone fide purchaser's easement right to use the certain lettered lots in the Tract Map as common area, so that any transferee or assignee of Developer that owns all or any portion of the numbered lots (One of the Properties) in the Tract Map likewise shall have insured rights to the easements in the letter lots that serve as the common area for the Property. For reference purposes, a template from Developer's title insurance policy, with terms that identify the common area parcels (lettered lots) covered under the owner's policy for One of the Properties (residential numbered lot) in a manner that is consistent with this Section 1.8.4, is attached hereto as Exhibit F. -11- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT 2. AGREEMENTS AND ASSURANCES 2.1 Agreement and Assurance on the Part of Develoner. In consideration for City entering into this Agreement, and as an inducement for City to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the purposes and intentions set forth in the Recitals of this Agreement, Developer hereby agrees that the terms and conditions of this Agreement, including the Project Approvals incorporated herein, shall govern development and operation of the Property for the Term of this Agreement. 2.2 Agreement and Assurances on the Part of the Citv. In consideration for Developer entering into this Agreement, and as an inducement for Developer to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the purposes and intentions set forth in this Agreement, City hereby agrees as follows: 2.2.1 Vested Entitlement to Develop. Developer has the vested right to develop, improve, operate and use the Property and Project subject to the terms and conditions of this Agreement, the Applicable Rules, Project Approvals and the Reserved Powers. It is the intent of City and Developer that the vesting of development rights of Developer shall include the permitted land uses, densities, and intensities of use of the Property, timing or phasing of development, zoning, provisions for the reservation or dedication of land for public purposes, and the location and size of public improvements, as well as those other terms and conditions of development of the Project as set forth in this Agreement and the other Project Approvals. Developer's vested rights under this Agreement shall also include, without limitation, the right to remodel, renovate, rehabilitate, rebuild or replace all improvements on the Property or within the Project (or any portion thereof) throughout the applicable Term for any reason, including, without limitation, in the event of damage, destruction or obsolescence of the existing development or the Project or any portion thereof, subject to the terms and conditions of this Agreement, the Applicable Rules, Project Approvals and the Reserved Powers. Such vesting shall expire upon the earlier of the following occurrences: (a) termination of this Agreement, or (b) expiration of the Term of this Agreement. Except for the expiration set forth in clause (b) of the preceding sentence, the expiration of the vesting right set forth in the preceding sentence shall not terminate any obligations of Developer under this Agreement that (x) have accrued prior to termination of this Agreement or (y) that expressly survive the termination of this Agreement, such as indemnification obligations. 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 Applicable Rules, unless modified by or in conflict with the provisions of this Agreement; (ii) subject to Article 5 of this Agreement, the right to develop, improve, and use the Property (and each One of the Properties) for short-term vacation -12- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT rentals, provided that any and all short-term vacation rentals shall be subject to the Short -Term Vacation Rental Regulations; (iii) all New Laws applied to Developer through the City's Reserved Powers; (iv) all subsequent development approvals and the conditions of approval associated therewith, including but not limited to any further Future Approvals, site development permits, tract maps, and building permits; (v) 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 (vi) 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. 2.2.2 Changes in Applicable Rules. (A) Nonapplication of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules (as defined in this Agreement and in effect as of the Effective Date), including, without limitation, any such change by means of ordinance, City Charter amendment, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City, City Council, Planning Commission or any other board, commission, department or agency of the City, or any officer or employee thereof, or by the electorate, as the case may be, which change would, absent this Agreement, otherwise be applicable to the Property and/or to the Project and which change would either (i) conflict in any way with the Applicable Rules, Project Approvals, or this Agreement, or (ii) reduce the development rights or allowances set forth in the Applicable Rules, Project Approvals, or this Agreement, shall not be applied to the Property (or any One of the Properties) or Project unless such changes represent an exercise of City's Reserved Powers, or are otherwise agreed to in this Agreement. It is expressly understood and agreed that Developer has the right to develop, improve, and use the Property (and each One of the Properties) for short-term vacation rentals subject to Article 5 of this Agreement and compliance with all Short -Term Rental Regulations. The right to apply for a new or renewal permit, and the City's ability to review and issue a new or renewal permit, for short-term vacation rentals on the Property (or any One of the Properties) or Project, shall be allowed and authorized by this Agreement. Notwithstanding the foregoing paragraph, Developer may, in its sole discretion, consent in writing to the application to the Property (which shall mean each One of the Properties) and/or Project of any change in the Applicable Rules. -13- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT (B) Changes in Uniform Codes. Notwithstanding any provision of this Agreement to the contrary, development and use of the Property and Project shall be subject to changes which may occur from time to time in the Uniform Codes, as such Codes are adopted by the City of La Quinta. (C) Changes Mandated by Federal or State Law. This Agreement shall not preclude the application to the Property and Project of changes in, or additions to, the Applicable Rules, including rules, regulations, ordinances and official policies, to the extent that such changes or additions are mandated to be applied to developments such as this Project by state or federal regulations, pursuant to the Reserved Powers. In the event state or federal laws or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended only to the extent necessary to comply with such state or federal laws or regulations. 2.2.3 Subsequent Development Review. Except as expressly reserved in this Agreement (including the right to apply for a new or renewal permit, and the City's review and issuance of a new or renewal permit, for short-term vacation rentals), nothing shall impair or interfere with the right of City to require the processing of permits as required by law pursuant to the applicable provisions of the La Quinta Municipal Code and the provisions of Uniform Codes. 2.2.4 Effective Development Standards. City agrees that it is bound to permit the uses, intensities of use, and densities of development on the Property (and each One of the Properties) which are permitted by this Agreement and the Project Approvals, insofar as this Agreement and the Project Approvals so provide or as otherwise set forth in the Applicable Rules. City hereby agrees that it will not unreasonably withhold, delay or condition any approvals and/or permits which must be issued by City in order for the Project to proceed and for the Property to be used for the authorized uses herein, provided that Developer reasonably and satisfactorily complies with all applicable procedures for processing applications for such approvals and/or permits. 3. DEVELOPER'S OBLIGATIONS 3.1 Development of the Project; Planned Development. Developer intends to own and operate the entire Project as a short-term rental project rather than as a planned development in which Developer would sell to bone fide purchasers for value individual residential (numbered) lots to members of the public pursuant to the Davis -Stirling Act. In the event that, prior to the date that is one (1) year prior to the expiration date of the Term of this Agreement, Developer elects to sell to bone fide purchasers for value the individual residential (numbered) lots in the Project to the public (as opposed to a bulk sale of lots in the Project to a builder or subsequent developer in accordance with this Agreement), Developer shall fully comply -14- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT with the requirements of the Davis -Stirling Act and shall ensure that the Project constitutes a "planned development" as defined in California Civil Code Section 4175 (or successor provision) pursuant to the Davis -Stirling Act, which, among other requirements, shall require the recording by Developer of a declaration of covenants, conditions, and restrictions that, at a minimum, meets the requirements of a "declaration" as defined and described in the Davis -Stirling Act and to memorialize specified conditions of approval that are part of the Project Approvals (the "CC&Rs"). If, prior to the 1-year date of expiration of the Term of this Agreement, Developer has not previously elected to sell to bone fide purchasers for value the individual residential (numbered) lots in the Project to the public, then Developer shall, prior to the expiration of the Term, fully comply with the requirements of the Davis -Stirling Act and shall ensure that the Project constitutes a "planned development" as defined in California Civil Code Section 4175 (or successor provision) with a "declaration" as defined and described in the Davis -Stirling Act and to memorialize specified conditions of approval in the CC&Rs. Developer shall provide to City, no less than ninety (90) days prior to the submission of the CC&Rs to the California Department of Real Estate (the "DRE"), a copy of the proposed final draft of the CC&Rs for review and approval, not to be unreasonably withheld or conditioned, by the City Manager and City Attorney. Further, following approval of the CC&Rs by the DRE, Developer shall provide to City, no less than thirty (30) days prior the anticipated date of recording, a copy of the DRE approved CC&Rs for review and approval so that the City Manager and City Attorney can insure that there have been no material adverse changes from the prior approved draft of the CC&Rs. If and when the Project is converted to a planned development under the Subdivided Lands Act and Davis -Stirling Act, it shall have an "association" as defined and described in the Davis -Stirling Act. Developer shall construct the Project on the Property only in accordance with the Project Approvals. As depicted in the Project Approvals, as the same may be updated or amended from time to time consistent with the terms hereof, the Project shall consist of a residential single-family development specifically developed and available for residential purposes, and may be the residents' primary residence or secondary residences, and/or may be used for short-term vacation rentals, with the following components: (A) Annual permitting fees to be consistent with the City's fee program; (B) Any rental or occupancy of 30 nights or less to be subject to the City's then -current transient occupancy tax ("TOT") for short-term vacation rentals; (C) Rental or occupancy agreements, and material renter or occupant information, shall be retained for a minimum of three (3) years (or other retention period as may be approved by City policy or code) by the Developer or Developer's authorized management company for the short-term vacation rentals at the Property; (D) The Project shall comply with all Applicable Rules, including occupancy limits set forth in the La Quinta Municipal Code; and -15- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT (E) All residences at the Property (and on each One of the Properties) shall allow for transient occupancy, which means occupancy for thirty (30) days or less subject to the Applicable Rules. 3.2 Compliance with Government Code Section 66473.7 Developer shall comply with the provisions of Government Code Section 66473.7 with respect to any tract maps prepared for the Project. 3.3 Performance Schedule Developer shall plan, design and construct the Project in a timely manner in accordance with the Performance Schedule attached hereto as Exhibit D. The Parties acknowledge and agree that the Performance Schedule is a general sequencing of the phases of the Project, and such sequencing may be modified by Developer to effectuate construction and end -use efficiencies. If Developer, in its good faith discretion, anticipates or decides a phase of the Project may need to be removed or an additional phase of the Project should be added, or the timing for completion of phases should be revised, the Performance Schedule may be amended by mutual written agreement of the Parties. The City may approve or deny a requested amendment to the Performance Schedule in its reasonable discretion, provided that such approval shall not be unreasonably withheld or delayed. In evaluating a Developer request for an amendment to the Performance Schedule, the City shall give strong consideration and latitude to Developer in the Developer's good faith exercise of business judgement based on market conditions and other factors Developer deems appropriate in connection with the requested amendment. If an amendment(s) to the Performance Schedule is determined to be an Insubstantial Modification pursuant to this Agreement, the City Manager is individually authorized to sign such amendments on behalf of the City. 3.4 Funding. Fees. Permits. and Approvals. 3.4.1 No Funding. Developer acknowledges that the City is not providing any funding for the Project. 3.4.2 Fees, Permits, and Approvals Governed by Municipal Code. Subject to Article 5 of this Agreement, all permitting and processing fees (including for the permitting and processing of short-term vacation rentals), and all permits and approvals for the Property, and Project, shall be governed by the provisions of the La Quinta Municipal Code and shall be paid and performed in accordance therewith and any and all applicable ordinances, resolutions, and policies relating thereto. All such fees and applications submitted to the City shall be processed in accordance with the then -current La Quinta Municipal Code and any and all applicable ordinances, resolutions, and policies relating thereto, including the timing provisions therein, and shall not be accorded separate treatment pursuant to this Agreement. All City -imposed fees, including the fees for short-term vacation rental permitting, shall be in the amount prescribed by the La Quinta Municipal Code or duly adopted City Council ordinances, resolutions, and policies in effect at the time the fee is imposed. 3.4.3 Imposition of Existing and Future Fees. Nothing set forth in this Agreement is intended to or shall be construed to limit or restrict the City's authority to impose its existing, or any new or increased, Citywide fees, charges, levies, or assessments for the development of the -16- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT Property or Project, or to impose or increase, subject to the required procedure, any taxes applicable to the Property or Project, including but not limited to transient occupancy taxes (TOT). 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. 3.5 Dedications and Improvements; Improvement Security. In connection with the recordation of any final subdivision map for the Project, Developer shall, through the execution of a subdivision improvement agreement with the City, provide to the City, in a form reasonably acceptable to the City Attorney, improvement security as provided in the La Quinta Municipal Code (and any and all applicable ordinances, resolutions, and policies relating thereto) to secure the faithful performance of Developer's obligations under this Agreement to construct the on -site and off -site improvements identified on that map. The terms, amounts and provisions for release of the improvement security shall be as set forth in the La Quinta Municipal Code (and any and all applicable ordinances, resolutions, and policies relating thereto). 3.6 Indemnification. Developer shall protect, defend, indemnify and hold harmless City and City's officers, officials, members, employees, volunteers, agents, and representatives (any of the foregoing shall be known individually as "Indemnitee" and collectively as "Indemnitees"), and each of them, jointly and severally, against and from any and all claims, demands, causes of action, damages, costs, expenses, losses and liabilities, at law or in equity, of every kind or nature whatsoever, including reasonable attorneys' fees and expert witness fees, arising out of or directly relating to construction-, development, use- and operations -related activities on the Property and Project by Developer, including, without limitation, matters related to the use or the inability to use any common area in the Project (such as, and without limitation, inability of Developer or any transferee, assignee, owner or occupant of One of the Properties to use certain lettered lots in the Tract Map as common area; and/or the failure by Developer or any transferee or assignee to procure and maintain title insurance covering the right to use the certain lettered lots in the Tract Map as common area appurtenant easements to the Property and/or any One of the Properties; and/or any failure by Developer or any transferee or assignee to procure and maintain title insurance covering the right to use the certain lettered lots in the Tract Map as common area appurtenant easements to the Property and/or any One of the Properties), and including, without limitation, injury to or death of any person or persons and damage to or destruction of any property, threatened, brought or instituted ("Claims"), excluding those claims proven by a court of competent jurisdiction to be resulting from the gross negligence or willful misconduct of City. In the event of any action, litigation, or other adversarial proceeding in any way involving the Claims specified in this section, City agrees, at no cost to City, to cooperate with Developer. Developer shall have the obligation to provide the defense of City in the action, litigation, or other adversarial proceeding, either by providing for legal counsel or, at City's option, timely paying the legal costs incurred by City in the defense of litigation, even though negligence or gross negligence of -17- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT Developer or its contractors, subcontractors, agents, employees or other persons acting on its behalf has not been established at the time that the defense is provided. In addition, Developer shall be obligated to promptly pay any final judgment or portion thereof rendered against the Indemnitee or Indemnitees. In the event of any court action or proceeding challenging the validity of this Agreement or the Project Approvals (including related CEQA analysis), Developer shall indemnify, hold harmless, pay all costs and provide defense for City in said action or proceeding with counsel chosen by Developer and reasonably approved by City. City shall, at no cost to City, cooperate with Developer in any such defense as Developer may reasonably request. In the event Developer fails or refuses to provide such defense of any challenge to this Agreement or the Project Approvals, or any component thereof, City shall have the right not to defend such challenge, and to resolve such challenge in any manner it chooses in its sole discretion, including terminating this Agreement. In the event of such termination, Developer, upon written request of City, shall immediately execute a termination document or other document reasonably required by a reputable title company to remove this Agreement as a cloud on title. 3.7 Recording of Agreement. This Agreement shall be valid and binding as of the Effective Date; provided, however, that the terms and conditions set forth in this Agreement affecting the vested rights and ability to develop and use the Property and Project as set forth herein, shall be contingent upon this Agreement being recorded in the Recorder's Office. 3.8 Management. During the term of this Agreement, Developer agrees that Developer shall not designate more than two (2) third party management companies at any one time for purposes of managing the day-to-day operations of the Property or any One of the Properties and ensuring compliance with the terms of this Agreement. For the avoidance of doubt, the immediately foregoing sentence shall not restrict Developer from self -managing (or designating an affiliated property management company to manage) the Property or any One of the Properties. 4. CITY' S OBLIGATIONS 4.1 Scope of Subsequent Review/Confirmation of Compliance Process. Nothing set forth herein shall impair or interfere with the right of 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 ("Compliance Certificate"), in substantially the same form as that attached hereto as Exhibit C. The Compliance Certificate shall be distributed to the relevant City departments in order to check the representations made by Developer on the Compliance Certificate. DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT 4.2 Proiect Approvals Indenendent. 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 City with respect to the Project, constitute independent actions and approvals by 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 and provisions. It is understood by the Parties 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. 4.3 Review for Compliance. City shall review Developer's compliance with the terms of Agreement at least once during every twelve (12) month period following the Effective Date of this Agreement, in accordance with City's procedures and standards for such review. During such periodic review by City, 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 City to conduct or complete the annual review as provided herein or in accordance with the Development Agreement Ordinance 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, City, through the Development Director, shall, at Developer's written request, issue an estoppel certificate to Developer stating that (1) this Agreement remains in full force and effect, (2) Developer is in compliance with this Agreement and (3) any other qualifying information as may be consistent with such estoppel certificate pursuant to Section 8.12 of this Agreement. 5. SHORT TERM VACATION RENTALS/TRANSIENT OCCUPANCY TAXES 5.1 Short Term Vacation Rentals as a Permitted Use. This Agreement does hereby provide that short-term vacation rentals are a permitted use within all portions of the Project, the Property, and each One of the Properties that allow residential uses, and the rights to such permitted use are hereby vested pursuant to the terms of this Agreement, and this vested right shall inure to the benefit of Developer and all owners of each portion of the Property or each One of the Properties. As such, the rights and obligations under this Section 5.1 shall survive the sale of each One of the Properties to a third -party homebuyer. Except to the extent expressly provided otherwise in this Agreement, the City shall not impose on or apply to the Project (whether by action of the City Council, or other legislative body, or by initiative, referendum, or other measure) any ordinance, resolution, standard, directive, condition, or other measure that is in conflict with this Section 5.1 or that would materially interfere with the right to apply for and, upon compliance with the City's ministerial permitting process and 1IL2 DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT approval, operate short-term vacation rentals in all residential units within the Project. Such short- term vacation rentals within the Project shall be subject to the Short -Term Vacation Rental Regulations, including but not limited to all operational requirements, noise restrictions, occupancy limits, provisions for violations and penalties, provisions for the payment of transient occupancy tax, and all other requirements. For reference only, a copy of Chapter 3.25 of the La Quinta Municipal Code in effect as of the Effective Date is attached to this Agreement as Exhibit E. In the event Chapter 3.25 is repealed in its entirety and is not replaced with a successor provision that would grant Developer the vested rights granted by this Section 5.1, then the latest version of Chapter 3.25 (or successor provision) that did allow the vested rights granted by this Section 5.1 shall apply. In the event Chapter 3.24 is repealed in its entirety and is not replaced with a successor provision that would grant Developer the vested rights granted by this Section 5.1, then the latest version of Chapter 3.24 (or successor provision) that did allow the vested rights granted by this Section 5.1 shall apply. 5.2 Covenants. Conditions. and Restrictions. All CC&Rs recorded pursuant to Section 3.1 of this Agreement on any property within the Project where residential uses are allowed shall expressly authorize short-term vacation rentals for all residential units. All such CC&Rs shall state the operational requirements and standard conditions (such as, and without limitation, maximum occupancy, outdoor use limitations, and other requirements or conditions for the residential (numbered) lots in the Project) applicable to short-term rentals in that tract or planning area of the Project. Until such date as the CC&Rs are recorded against the Property and the Project (see Section 3.1, above), such operational requirements and standard conditions shall be set forth in rules and regulations or a similar document ("STR Rules") which shall be provided to all persons who rent residential (numbered) lots in the Project on a short-term rental basis. 5.3 Short -Term Vacation Rental Centralized Management. In order to ensure the timely collection and reporting of the applicable transient occupancy taxes, and compliance with the applicable operational requirements and conditions set forth in the Short -Term Vacation Rental Regulations, Developer or its successor or assignee shall be the "authorized agent or representative" (as that term is defined in the Short -Term Vacation Rental Regulations, or, if the definition is removed during the Term of this Agreement, as defined in Chapter 3.25 as of the Effective Date of this Agreement) for all short-term vacation rentals and short-term vacation rental permits within the Project, including but not limited to applying for and managing all short-term vacation rental permits, making all reservations and payments, and ensuring compliance with all other requirements of the Short -Term Vacation Rental Regulations, and shall do so exclusively through a central rental operator pursuant to Sections 5.2 and this 5.3 of this Agreement, which shall be confirmed at the issuance and renewal of each short-term vacation rental permit; provided, however, that the "residence owner" (in this context, means the owner of a residential unit with a short-term vacation rental permit, as that term is defined in the Short -Term Vacation Rental Regulations, or, if the definition is removed during the Term of this Agreement, as defined in Chapter 3.25 as of the Effective Date of this Agreement, and hereinafter defined as "residence owner") shall remain ultimately obligated as the holder of the short-term -20- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT vacation rental permit for any and all remedial actions necessary for compliance with the Short - Term Vacation Rental Regulations and this Agreement, including but not limited to the payment of any fines or recorded liens or any other violations for non-compliance; and, provided further, that the residence owner shall have a process available, through an independent arbitrator or neutral decision -maker designated by the residence owner or homeowner's association ("HOA") of which the residence owner is a member, to petition for a change of that residence owner's "authorized agent or representative" because the residence owner demonstrates, with a preponderance of evidence, that the "authorized agent or representative," designated by the Developer or its successor or assignee, has failed to perform its duty to ensure compliance with all other requirements of the Short -Term Vacation Rental Regulations for that residence owner's short-term vacation rental unit. The CC&Rs as described in Section 5.2 of this Agreement shall include the terms and conditions, and detailed specifics for process and decision, whenever a residence owner may petition the HOA for a change in that residence owner's "authorized agent or representative" as required by this Section 5.3; the City Manager and City Attorney shall review and approve, in their reasonable discretion and not to be unreasonably delayed or denied, said terms and conditions in the CC&Rs that would apply if a residence owner were to petition the HOA for a change in that residence owner's "authorized agent or representative" as required by this Section 5.3. Developer shall be responsible for ensuring that, for the Term of this Agreement, one or more contract(s) shall be in effect at all times which provide opportunities to the residence owners of residential units to have the ability to make their units available for short-term rentals permitted by this Agreement and the CC&Rs. The contract or contracts may, but are not required to, be with an on -site rental management agent. Developer may assign this obligation in accordance with this Agreement. 6. DEFAULT: REMEDIES: DISPUTE RESOLUTION. 6.1 Notice of Default. In the event of failure by either Party 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. 6.2 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 thirty (30) days after receipt of the notice of default, or, for such defaults that cannot reasonably be cured, corrected or remedied within thirty (30) days, such Party shall commence to cure, correct, or remedy such default within such thirty (30) day period, and shall continuously and diligently prosecute such cure, correction or remedy to completion. -21- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT 6.3 City Remedies. In the event of an uncured default by Developer of the terms of this Agreement, 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; provided, however, that in no event shall City be entitled to consequential, punitive or exemplary 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, City, in addition to or as an alternative to exercising the remedies set forth in this Section 6.3, in the event of a material uncured default by Developer, may give notice of its intent to terminate or modify this Agreement pursuant to 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. Notwithstanding anything to the contrary herein, the City agrees that it shall not institute a legal action, terminate, or modify this Agreement under this Section 6.3 to the extent any holder of a mortgage or deed of trust has an unexpired right, pursuant to Section 7.4, to cure or remedy or to commence a cure or remedy of any uncured Developer default. 6.4 Developer's Exclusive Remedies. The Parties acknowledge and agree that the City would not have entered into this Agreement if it were to be liable for damages under, or with respect to, this Agreement or any of the matters referred to herein including, but not limited to, the Project Approvals (including any CEQA analysis therefor), the Applicable Rules, any anticipated development and use of the Property (including but not limited to the ability to develop and use the Property for the Project and separate legal residential parcels for residential purposes and/or short-term vacation rentals), or any future amendments or enactments thereto. Accordingly, Developer covenants on behalf of itself and its successors and assigns, not to sue the City for damages or monetary relief (except for attorneys' fees as provided for by Section 8.22) for any breach of this Agreement by City or arising out of or connected with any dispute, controversy, or issue between Developer and City 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 Project Approvals, the Applicable Rules, any anticipated development and use of the Property for the Project (including but not limited to the ability to develop and use the Property and separate legal residential parcels for residential purposes and/or short-term vacation rentals), or any future amendments or enactments thereto, or the Project, or any land use permits or approvals sought in connection with the development of the Project or any component thereof, or use of the Property and/or any separate legal 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. 7. MORTGAGEE PROTECTION; CERTAIN RIGHTS OF CURE 7.1 Encumbrances on the Project Site. This Agreement shall not prevent or limit Developer from encumbering the Property or any portion thereof or any improvements thereon with any mortgage, deed of trust, sale and -22- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT leaseback arrangement, or any other form of conveyance in which the Property, 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. 7.2 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 Property or any portion thereof or any improvements thereon 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. 7.3 Mortgagee Not Obligated, Request for Notice of Default on Mortgagee. 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 (i) the Mortgagee shall have no right to develop or operate the Property or Project, or any portion thereof without the written consent of the City, and (ii) 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 by Mortgagee shall continue to be a condition precedent to the City's performance hereunder. Any Mortgagee that intends to take possession of or intends to acquire title to the Property, or any purchaser that intends to take possession of or intends to acquire the Property at a foreclosure sale or as a recipient of a deed -in -lieu of foreclosure resulting from a Mortgage held by a Mortgagee, shall have the right, at such party's election, to develop and operate the Property pursuant to this Agreement, provided that such Mortgagee, purchaser or recipient shall (i) no later than ninety (90) days prior to taking possession of, or acquiring title to, the Property, deliver written notice to the City that such Mortgagee, purchaser, or recipient intends to take possession of or acquire title to the Property, and such written notice includes its contact information for notices to be delivered pursuant to this Agreement, (ii) such Mortgagee, purchaser, or recipient assumes in writing the obligations of Developer under this Agreement with respect to the Property arising from and after the date of possession or acquisition of title, as applicable, pursuant to an Assignment and Assumption Agreement, and (iii) such Mortgagee, purchaser, or recipient, as applicable, received written consent of City to develop or operate the Property or Project or any portion thereof. Furthermore, if any Mortgagee that takes possession of or acquires title to the Property does not elect in writing to assume the obligations of Developer under this Agreement, such Mortgagee shall have no rights under this Agreement. Developer may assign its rights, obligations, and duties under this Agreement to a Mortgagee pursuant to Section 1.8 of this Agreement. In the event any Mortgagee delivers to Developer (or authorized transferee) a notice of default under any Mortgage recorded against the Property or Project (or any portion thereof), Developer shall deliver to City, no later than five (5) business days after receipt by Developer, a copy of said notice of default from the Mortgagee. Failure by Developer to cure, pursuant to any Mortgage from which the notice of default from Mortgagee had been issued, may be deemed by -23- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT City to be a default by Developer under this Agreement; provided, however, that such default by Developer for failure to perform under any Mortgage shall not defeat any rights and remedies that said Mortgagee may have under the Mortgage or as set forth in this Agreement. The preceding sentence does not apply to the mortgage of an owner who is a bone fide purchaser for value of the fee interest or long-term ground lease of One of the Properties, including, without limitation, a mortgage in connection with that owner's loan to purchase the fee interest or long-term ground lease of the residential (numbered) lot, or to refinance same, or for a home equity loan. Additionally, City shall have the right to execute and record a Request for Notice of Default substantially in the form and as authorized pursuant to California Civil Code Section 2924b (or successor provision) ("Request for Notice of Default"), and Developer shall have the obligation to deliver to City written notice of any Mortgagee with a Mortgage recorded against the Property or Project (or any portion thereof) within five (5) business days of recording of said Mortgage. Developer shall have the obligation to cooperate with City to facilitate the execution, notarizing, and recording of any Request for Notice of Default pursuant to this paragraph. 7.4 Notice of Default to Mortgagee; Right of Mortgagee to Cure. With respect to any mortgage or deed of trust granted by Developer, whenever City may deliver any notice or demand to Developer with respect to any breach or default by Developer in completion of construction of the Project or any component of the Project, Developer shall at the same time deliver a copy of such notice or demand to each holder of record of any Mortgage or Mortgagee which has previously requested such notice in writing. Each such holder shall (insofar as the rights granted by City are concerned) have the right, at its option, within sixty (60) days after the receipt of the notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such default and to add the cost thereof to the Mortgage debt and the lien of its Mortgage. It is understood that a holder of the Mortgage shall be deemed to have satisfied the sixty (60) daytime limit set forth above for commencing to cure or remedy a Developer default which requires title and/or possession of the Property or Project (or portion thereof) if and to the extent any such holder has within such sixty (60) day period commenced proceedings to obtain title and/or possession and thereafter the holder diligently pursues such proceedings to completion and cures or remedies the default in accordance with this Agreement. City agrees that each holder of a mortgage or deed of trust encumbering the Property that has rights under this Section 7.4 shall be entitled to exercise such rights without the requirement of obtaining the written consent of City. Furthermore, if requested in writing by any holder of record of any Mortgage or Mortgagee, then whenever City delivers a written notice of default to Developer under this Agreement, City shall deliver a copy of such notice to each holder of record of any Mortgage or Mortgagee that has previously requested such notice in writing no later than three (3) business days after said notice is delivered to Developer. MISCELLANEOUS 8.1 Notices. Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either Party may desire to give to the other Party under this Agreement must be in writing and shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same -day or overnight -24- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT messenger service that provides a receipt showing date and time of delivery, or (iii) dispatched by registered or certified mail, postage prepaid, to the principal offices of City and Developer at the addresses specified below, or at any other address as that Party may later designate by Notice. To City: City of La Quinta 78-495 Calle Tampico La Quinta, California 92253 Attn: City Clerk With a copy to: Rutan & Tucker, LLP 18575 Jamboree Road, 9th Floor Irvine, California 92612 Attn: William H. Ihrke To Developer: Desert Luxury Properties LLC 72877 Dinah Shore Dr., Ste. 103 Rancho Mirage, California 92270 Attn: Claudio Bravo With copies to: Nethery/Mueller/Olivier LLP 41750 Rancho Las Palmas Dr. Suite H-1 Rancho Mirage, CA 92270 Attn: Daniel Olivier 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. 8.2 Force Ma'el ure. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to causes beyond the control or without the fault of the Party claiming an extension of time to perform, which may include the following (each, a "Force Majeure"): war; insurrection; acts of terrorism; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority imposed or mandated by other governmental entities; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other Party; or acts or failures to act of any public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City), or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall only be for the period of the enforced delay and shall commence to run -25- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Developer. 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 Property, 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 Property, 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 Property. 8.4 Independent Entity. The Parties acknowledge that, in entering into and performing this Agreement, each of Developer and City is acting as an independent entity and not as an agent of the other in any respect. 8.5 Agreement 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. 8.6 Covenants. The provisions of this Agreement shall constitute mutual covenants which shall run with the land comprising the Property for the benefit thereof, and for the benefit of City, and the burdens and benefits hereof shall 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 Non-liabili . of City Officers and Employ No official, officer, employee, agent or representative of City, 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 City. -26- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT 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 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 Parry 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. 8.10 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. 8.11 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 to provide and secure to the other Party the full and complete enjoyment of its rights and privileges hereunder. 8.12 Estoppel Certificate. Either Party 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 written request hereunder shall execute and return such requested certificate within twenty (20) days following receipt of such request. The form of the requested estoppel certificate shall be reasonably approved by the receiving party. The City Manager is authorized to sign and deliver an estoppel certificate on behalf -27- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT of City. City acknowledges that a certificate hereunder may be relied upon by transferees and Mortgagees. 8.13 Construction. The 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 Parry 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. 8.14 Recordation. This Agreement shall be recorded with the Recorder's Office 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. 8.15 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. 8.16 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. 8.17 Recitals & Exhibits Incorporated; Entire Agreement. The Recitals to this Agreement and all of the exhibits and attachments to this Agreement are, with the exception of Exhibit E by this reference, incorporated into this Agreement and made a part hereof. This Agreement, including all Exhibits attached hereto with the exception of Exhibit E, constitutes the entire agreement between the 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. 8.18 Exhibits. Exhibits A -D to which reference is made in this Agreement are deemed incorporated herein in their entirety, whether or not such exhibits are attached hereto in full. Exhibits E and F are attached for reference purposes only and is not incorporated herein. Said exhibits are identified as follows: A Legal Description of the Property DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT B Site Map C. Compliance Certificate D. Performance Schedule E. Chapter 3.25 of the La Quinta Municipal Code (for reference purposes only) F. Example Title Insurance Policy Terms Showing Common Area Lettered - Lots in Tract Map Covered Under Numbered -Lot Owner Policy, To Assist with Compliance with Section 1.8.4 (for reference purposes only) 8.19 Countemart 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. 8.20 Authority to Execute; Representations and Warranties. 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 covenants and obligations set forth in this Agreement. City warrants and represents that the person or persons executing this Agreement on its behalf have been duly authorized to execute this Agreement and bind City to all covenants and obligations set forth in this Agreement. 8.21 CityApprovals and Actions. Whenever a reference is made in this Agreement to an action or approval to be undertaken by City, or for any amendment, interpretation, or implementing documents required under this Agreement, the City Manager or his or her authorized designee is authorized to act on behalf of City unless specifically provided otherwise in this Agreement or the law otherwise requires. 8.22 Governing 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 either 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 shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and IK2 DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT 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. 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. [signatures on next page] -30- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT IN WITNESS WHEREOF, Developer and City have executed this Agreement as of the Reference Date. ATTEST: Monika Radeva City Clerk APPROVED AS TO FORM RUTAN & TUCKER, LLP William H. Ihrke City Attorney "DEVELOPER" DESERT LUXURY PROPERTIES LLC, a California limited liability company M. Its: "CITY" CITY OF LA QUINTA, a California municipal corporation By: Name: Jon McMillen Title: City Manager -31- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [attached] 698/015610-0183 21420197.1 a11/05/24 EXHIBIT A DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOTS 1 THROUGH 14, INCLUSIVE OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: AN EASEMENT FOR "PRIVATE USE" FOR THE SOLE BENEFIT OF THE LOT OWNER(S) AND INDICATED AS "PRIVATE STREET" OVER LOT "A" OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3: AN EASEMENT FOR "PRIVATE USE" FOR THE SOLE BENEFIT OF THE LOT OWNER(S) AND INDICATED AS "LANDSCAPE" OVER LOTS "C" THROUGH "F" OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4: AN EASEMENT FOR "PRIVATE USE" FOR THE SOLE BENEFIT OF THE LOT OWNER(S) AND INDICATED AS "DRAINAGE AND RETENTION PURPOSES" OVER LOT "G" OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 777-470-001 THROUGH 777-470-014 698/015610-0183 21420197.1 a11/05/24 EXHIBIT A 1 DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT EXHIBIT `B" SITE MAP (Vicinity of Project) 21,480 SF 20.038 SF 20.038 S 20.478 SF w! VwF Access 23,087 SF 19,602 SF Lot D Em 19,602 SF ' 14 19,602 SF [continued on next page] 698/015610-0183 21420197.1 a11/05/24 EXHIBIT B 20.038 SF �T- rmiON 7 LOT G DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT SITE MAP (Number Lots and Common Area Street) LOT 4 LOT 3 i LOT 2 I LOT 1 �I ti LOT 5 FS -- LOT 13 LOT 14 w Ir LOT 6 _- �- - LOT 12 LOT 11 J' LOT 7 I fir" LOT 10 I '� LOT 8 # LOT 9 r r RE'1`. BASIN ' f � r , SITE MAP SCALE: 1 "=100' 698/015610-0183 21420197.1 a11/05/24 EXHIBIT B DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT EXHIBIT "C" COMPLIANCE CERTIFICATE (DESERT LUXURY PROPERTIES LLC DEVELOPMENT AGREEMENT) The undersigned, Desert Luxury Properties LLC, a California limited liability company ("Developer"), pursuant to that certain Development Agreement dated 1202, (the "Development Agreement"), by and between Developer and the City of La Quinta, a California municipal corporation and charter city (the "City") by its signature below hereby certifies to City, for 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. 4. [CITY MAY INSERT ANY ADDITIONAL CONDITIONS UNDER THE DEVELOPMENT AGREEMENT TO BE SATISFIED PRIOR TO ISSUING BUILDING PERMIT]. IN WITNESS WHEREOF, this Compliance Certificate is executed effective the day of , under penalty of perjury under the laws of California. DESERT LUXURY PROPERTIES LLC, a California limited liability company By: Its: EXHIBIT C 698/015610-0183 21420197.1 al1/05/24 -1- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT EXHIBIT "D" PERFORMANCE SCHEDULE Item of Performance Start Completion TR 31852 Permitting Grading and Engineering Permits Apply by September 30, 2025 Within 90 days of application Building Permits Apply by September 30, 2025 Within 90 days off application Construction of Project Components Construct off -site electrical improvements required by IID to provide electrical service to the Tract September 1, 2026 December 31, 2026 Construct, repair or replace all on -site improvements (finish grade, walls, street, storm drain, water, sewer, dry utilities, and landscaping) October 31, 2025 March 30, 2026 Place monuments October 31, 2025 June 30, 2026 Begin construction of 14 residential units October 31, 2025 Completion of construction of 14 residential units April 30, 2028 Obtain Certificate of Occupancy for 14 residential units April 30, 2028 July 1, 2028 EXHIBIT D 698/015610-0183 21420197.1 al 1/05/24 -1- DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT EXHIBIT "E" CHAPTER 3.25 OF LA QUINTA MUNICIPAL CODE AS OF EFFECTIVE DATE (for reference only) [to be attachedl 698/015610-0183 21420197.1 a11/05/24 EXHIBIT E DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT EXHIBIT "F" Example Title Insurance Policy Terms and Conditions (for reference only) [Example Title Insurance Policy Terms Showing Common Area Lettered -Lots in Tract Map Covered Under Numbered -Lot Owner Policy, To Assist with Compliance with Section 1.8.4] [attached] 698/015610-0183 21420197.1 a11/05/24 EXHIBIT F DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT Title Insurance Company SCHEDULE A This is a [ Pro Forma ] Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. Name and Address of Title Insurance Company: Title Company, [ ADDRESS ] Address Reference: Lots 1 thru 14, Tract 31852, La Quinta, CA Amount of Insurance: $ Date of Policy: 1. Name of Insured: [ Owner of Property ] 2. The estate or interest in the Land that is insured by this policy is: A FEE as to PARCEL 1; EASEMENT as to PARCELS 2,3 and 4 3. Title is vested in: [ Same as Insured / Owner of Property ] 4. The Land referred to in this policy is described as follows: See Exhibit A attached hereto and made a part hereof. [See next page] 698/015610-0183 21420197.1 a11/05/24 EXHIBIT F Premium: $ DRAFT VERSION PLANNING COMMISSION PUBLIC HEARING DRAFT [ EXHIBIT A to SCHEDULE A ] [ Template Legal Description ] [ Parcel 1 Must Be Modified to Match Property Insured ] THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCELI: LOT(s) OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 17� Zy�11I►.>G AN EASEMENT FOR "PRIVATE USE" FOR THE SOLE BENEFIT OF THE LOT OWNER(S) AND INDICATED AS "PRIVATE STREET" OVER LOT "A" OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. AN EASEMENT FOR "PRIVATE USE" FOR THE SOLE BENEFIT OF THE LOT OWNER(S) AND INDICATED AS "LANDSCAPE" OVER LOTS "C" THROUGH "F" OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 4: AN EASEMENT FOR "PRIVATE USE" FOR THE SOLE BENEFIT OF THE LOT OWNER(S) AND INDICATED AS "DRAINAGE AND RETENTION PURPOSES" OVER LOT "G" OF TRACT NO. 31852, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 402, PAGES 38 THROUGH 41, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN(s): 698/015610-0183 21420197.1 a11/05/24 EXHIBIT F PLANNING COMMISSION RESOLUTION 2024-017 EXHIBIT B CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 1 OF 14 ,'lid01IdGL\N The applicant agrees to defend, indemnify, and hold harmless the City of La Quinta ("City"), its agents, officers, and employees from any claim, action, or proceeding to attack, set aside, void, or annul the approval of this Site Development Permit. The City shall have sole discretion in selecting its defense counsel. The City shall promptly notify the applicant of any claim, action, or proceeding and shall cooperate fully in the defense. Site Development Permit 2024-0001 shall comply with all applicable conditions and/or mitigation measures for the following related approval: Tentative Tract Map 31852 2. This Site Development Permit shall expire two years after the date of approval unless the permit is established and/or a time extension is granted, per La Quinta Municipal Code Section 9.200.080. 3. In the event of any conflict(s) between approval conditions and/or provisions of these approvals, the Design and Development Director shall adjudicate the conflict by determining the precedence. 4. Prior to the issuance of any grading, construction, or building permit by the City, the applicant shall obtain any necessary clearances and/or permits from the following agencies, if required: • Riverside County Fire Marshal • La Quinta Public Works Department (Grading Permit, Green Sheet (Public Works Clearance) for Building Permits, Water Quality Management Plan (WQMP) Exemption Form — Whitewater River Region, Improvement Permit) • Design & Development Department — Planning and Building Divisions • Riverside Co. Environmental Health Department • Coachella Valley Unified School District • Coachella Valley Water District (CVWD) • Imperial Irrigation District (IID) • California Water Quality Control Board (CWQCB) • State Water Resources Control Board • SunLine Transit Agency • SCAQMD Coachella Valley PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 2 OF 14 The applicant is responsible for all requirements of the permits and/or clearances from the above -listed agencies. When these requirements include approval of improvement plans, the applicant shall furnish proof of such approvals when submitting those improvement plans for City approval. 5. Coverage under the State of California Construction General Permit must be obtained by the applicant, who then shall submit a copy of the Regional Water Quality Control Board's ("RWQCB") acknowledgment of the applicant's Notice of Intent ("NOI") and Waste Discharge Identification (WDID) numberto the City priorto the issuance of a grading or building permit. 6. The applicant shall comply with applicable provisions of the City's NPDES stormwater discharge permit, LQMC Sections 8.70.010 et seq. (Stormwater Management and Discharge Controls), and 13.24.170 (Clean Air/Clean Water); Riverside County Ordinance No. 457; the California Regional Water Quality Control Board — Colorado River Basin Region Board Order No. R7-2013-0011 and the State Water Resources Control Board's Order No. 2009-0009-DWQ and Order No. 2012- 0006-DWQ. A. For construction activities including clearing, grading, or excavation of land that disturbs one (1) acre or more of land or that disturbs less than one (1) acre of land but which is part of a construction project that encompasses more than one (1) acre of land, the Permittee shall be required to submit a Storm Water Pollution Protection Plan ("SWPPP") to the State Water Resources Control Board. The applicant or design professional can obtain the California Stormwater Quality Association SWPPP template at www.cabmphandbooks.com for use in their SWPPP preparation. B. The applicant shall ensure that the required SWPPP is available for inspection at the project site at all times through and including acceptance of all improvements by the City. C. The applicant's SWPPP shall include provisions for all of the following Best Management Practices ("BMPs") (LQMC Section 8.70.020 (Definitions)): 1) Temporary Soil Stabilization (erosion control). 2) Temporary Sediment Control. 3) Wind Erosion Control. 4) Tracking Control. 5) Non -Storm Water Management. 6) Waste Management and Materials Pollution Control. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 3 OF 14 D. All erosion and sediment control BMPs on an Erosion Control Plan proposed by the applicant shall be approved by the City Engineer prior to any onsite or offsite grading, pursuant to this project. E. The SWPPP and BMPs shall remain in effect for the entire duration of project construction until all improvements are completed and accepted by the City Council. F. The inclusion in the Homeowners' Association (HOA) Conditions, Covenants, and Restrictions (CC&Rs), a requirement for the perpetual maintenance and operation of all post -construction BMPs as required and the applicant shall execute and record an agreement that provides for the perpetual maintenance and operation of all post -construction BMPs as required. 7. Developer shall reimburse the City, within thirty (30) days of presentment of the invoice, all costs and actual attorney's fees incurred by the City Attorney to review, negotiate and/or modify any documents or instruments required by these conditions, if Developer requests that the City modify or revise any documents or instruments prepared initially by the City to effect these conditions. This obligation shall be paid in the time noted above without deduction or offset and Developer's failure to make such payment shall be a material breach of the Conditions of Approval. 8. Developer shall reimburse the City, within thirty (30) days of presentment of the invoice, all costs and actual attorney's fees incurred by the City Attorney to review, negotiate, amend and/or modify Development Agreement 2024-0001, including if Developer requests implementing agreements or documents relating to the Development Agreement. This obligation shall be paid in the time noted above without deduction or offset and Developer's failure to make such payment shall be a material breach of the Conditions of Approval. 9. Developer shall reimburse the City, within thirty (30) days of presentment of the invoice, all costs and actual consultant's fees incurred by the City for engineering and/or surveying consultants to review and/or modify any documents or instruments required by this project. This obligation shall be paid in the time noted above without deduction or offset and Developer's failure to make such payment shall be a material breach of the Conditions of Approval. PROPERTY RIGHTS 10. 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. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 4 OF 14 11. Pursuant to the aforementioned condition, conferred rights shall include approvals from the master developer or the HOA over easements and other property rights necessary for construction and proper functioning of the proposed development, not limited to access rights over proposed and/or existing private streets that access public streets and open space/drainage facilities of the master development. 12. The applicant shall offer for dedication all public street rights -of -way in conformance with the City's General Plan, Municipal Code, applicable specific plans, and/or as required by the City Engineer. 13. The applicant shall retain for private use all private street rights -of -way in conformance with the City's General Plan, Municipal Code, applicable specific plans, and/or as required 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. 14. 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 LQMC Section 13.24.040 (Improvement Plans). 15. The following improvement plans shall be prepared and submitted for review and approval by the Public Works Department. 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 that the applicant may be required to prepare other improvement plans not listed here pursuant to improvements required by other agencies and utility purveyors. A. Off -Site Street Improvements Plan 1" = 40' Horizontal, 1"= 4' Vertical 0 The street improvement plans shall include permanent traffic control and separate plan sheet(s) (drawn at 20 scale) that show the meandering sidewalk, mounding, and berming design in the combined parkway and landscape setback area. On -Site Street Improvements/Signing & Striping 1" = 40' Horizontal, 1"= 4' Vertical C. On -Site Rough Grading / Storm Drain Plans 1" = 40' Horizontal PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 5 OF 14 D. PM-10 Plan 1" = 40' Horizontal E. Erosion Control Plan 1" = 40' Horizontal F. Final WQMP (Plan submitted in Report Form) NOTE: A through F to be submitted concurrently (Separate Storm Drain Plans if applicable) G. On -Site Residential Precise Grading Plan 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" plan is required to be submitted for approval by the Building Official, Planning Manager, and the City Engineer. All On -Site Signing & Striping Plans shall show, at a minimum; Stop Signs, Limit Lines and Legends, No Parking Signs, Raised Pavement Markers (including Blue RPMs at fire hydrants), and Street Name Signs per Public Works Standard Plans and/or as approved by the City Engineer. Grading plans shall normally include perimeter walls with Top Of Wall & Top Of Footing elevations shown. All footings shall have a minimum of 1 foot of cover or sufficient cover to clear any adjacent obstructions. "On -Site Precise Grading Plan" plans shall normally include all on -site surface improvements, including but not limited to finish grades for curbs & gutters, building floor elevations, wall elevations, parking lot improvements, and accessible requirements. 16. The City maintains standard plans, detail sheets, and/or construction notes for elements of construction, which can be accessed via the Public Works Development "Plans, Notes and Design Guidance" section of the City website (www.laquintaca.gov). Please navigate to the Public Works home page and look for the Standard Drawings hyperlink. 17. Upon completion of construction, and prior to final acceptance of the improvements by the City, 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" and shall be stamped and signed by the engineer or PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 6 OF 14 surveyor certifying to the accuracy and completeness of the drawings. The applicant shall have all approved mylars previously submitted to the City, revised to reflect the as -built conditions. The applicant shall employ or retain the Engineer of Record (EOR) during the construction phase of the project so that the FOR can make site visits in support of preparing "Record Drawing". However, if subsequent approved revisions have been approved by the City Engineer and reflect said "Record Drawing" conditions, the FOR may submit a letter attesting to said fact to the City Engineer in lieu of mylar submittal. IMPROVEMENT SECURITY AGREEMENTS 18. Prior to grading permit issuance, the applicant shall furnish a fully secured and executed Subdivision Improvement Agreement ("SIA") guaranteeing the construction of such on -site and off -site improvements and the satisfaction of its obligations for same related to this Site Development Permit, Tract Map, and Development Agreement. 19. Any Subdivision Improvement Agreement ("SIA") entered into by and between the applicant and the City of La Quinta for the purpose of guaranteeing the completion of any improvements related to this Site Development Permit, Tract Map, and Development Agreement shall comply with the provisions of LQMC Chapter 13.28 (Improvement Security). 20. Improvements to be made, or agreed to be made, shall include the removal of any existing structures or other obstructions which are not a part of the proposed improvements and shall provide for the setting of the final survey monumentation. When improvements are phased through a "Phasing Plan" or an administrative approval (e.g., Site Development Permits), all off -site improvements and common on -site improvements (e.g., backbone utilities, retention basins, perimeter walls, landscaping, and gates) shall be constructed, or secured through a SIA, prior to the issuance of any permits in the first phase of the development, or as otherwise approved by the City Engineer. Improvements and obligations required of each subsequent phase shall either be completed or secured through an SIA prior to the completion of homes or the occupancy of permanent buildings within such latter phase or as otherwise approved by the City Engineer. In the event the applicant fails to construct the improvements for the development or fails to satisfy its obligations for the development in a timely manner, pursuant to the approved phasing plan, the City shall have the right to halt the issuance of all PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 7 OF 14 permits, and/or final inspections, withhold other approvals related to the development of the project, or call upon the surety to complete the improvements. 21. Depending on the timing of the development of this Site Development Permit and the status of the off -site improvements at the time, the applicant may be required to: A. Construct certain off -site improvements. B. Construct additional off -site improvements, subject to reimbursement of costs by others. C. Reimburse others for those improvements previously constructed that are considered to be an obligation of this site development permit. D. Secure the costs for future improvements that are to be made by others. E. To agree to any combination of these actions, as the City may require. Off -site improvements should be completed on a first -priority basis. The applicant shall complete Off -Site Improvements in the first phase of construction or by the issuance of the 20% Building Permit. In the event that any of the improvements required for this development are constructed by the City, the applicant shall, prior to the approval of the Final Map or the issuance of any permit related thereto, reimburse the City for the costs of such improvements. 22. For the Subdivision Improvement Agreement ("SIX), the applicant shall submit detailed construction cost estimates for all proposed on -site and off -site improvements, including an estimate for the final survey monumentation, for checking and approval by the City Engineer. Such estimates shall conform to the unit cost schedule as approved by the City Engineer. Estimates for improvements under the jurisdiction of other agencies shall be approved by those agencies and submitted to the City along with the applicant's detailed cost estimates. 23. Should the applicant fail to construct the improvements forthe development orfail to satisfy its obligations for the development in a timely manner, the City shall have the right to halt the issuance of building permits and/or final building inspections, withhold other approvals related to the development of the project, or call upon the surety to complete the improvements. GRADING PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 8 OF 14 24. The applicant shall comply with the provisions of LQMC Section 13.24.050 (Grading Improvements). 25. 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. 26. To obtain an approved grading permit, the applicant shall submit and obtain approval of all of the following: A. A grading plan prepared by a civil engineer registered in the State of California, B. A preliminary geotechnical ("soils") report prepared by a professional registered in the State of California, C. A Fugitive Dust Control Plan prepared in accordance with LQMC Chapter 6.16 (Fugitive Dust Control), and D. An Erosion Control Plan with Best Management Practices prepared in accordance with LQMC Sections 8.70.010 and 13.24.170 (NPDES Stormwater Discharge Permit and Storm Management and Discharge Controls). E. A Final WQMP prepared by an authorized professional registered in the State of California. All grading shall conform with the recommendations contained in the Preliminary Soils Report and shall be certified as being adequate by a soil engineer or engineering geologist registered in the State of California. The applicant shall furnish security in a form acceptable to the City and in an amount sufficient to guarantee compliance with the approved Fugitive Dust Control Plan provisions as submitted with its application for a grading permit. Additionally, the applicant shall replenish said security if expended by the City of La Quinta to comply with the Plan as required by the City Engineer. 27. The applicant shall maintain all open graded, undeveloped land in order to prevent wind and/or water erosion of such land. All open graded, undeveloped land shall either be planted with interim landscaping or stabilized with such other erosion control measures as were approved in the Fugitive Dust Control Plan. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 9 OF 14 28. Grading within the perimeter setback and parkway areas shall have undulating terrain and shall conform with the requirements of LQMC Section 9.60.240(F) except as otherwise modified by this condition. The maximum slope shall not exceed 3:1 anywhere in the landscape setback area, except for the backslope (i.e., the slope at the back of the landscape lot), which shall not exceed 2:1 if fully planted with ground cover. The maximum slope in the first six (6) feet adjacent to the curb shall not exceed 4:1 when the nearest edge of the sidewalk is within six feet (6') of the curb, otherwise, the maximum slope within the right of way shall not exceed 3:1. All unpaved parkway areas adjacent to the curb shall be depressed one and one- half inches (1.5") in the first eighteen inches (18") behind the curb. 29. Building pad elevations on the rough grading plan submitted for City Engineer's approval shall conform with pad elevations shown on the preliminary grading plan unless the pad elevations have other requirements imposed elsewhere in these Conditions of Approval. 30. The applicant shall minimize the differences in elevation between the adjoining properties and the lots within this development. Where compliance within the above -stated limits is impractical, the City may consider alternatives that are shown to minimize safety concerns, maintenance difficulties, and neighboring owner dissatisfaction with the grade differential. 31. Prior to any site grading or regrading that will raise or lower any portion of the site by more than plus or minus half of a foot (05) from the elevations shown on the approved Site Development Permit Preliminary Grading Plan, the applicant shall submit the proposed grading changes to the City Engineer for a substantial conformance review. 32. Prior to the issuance of a building permit for any building lot, the applicant shall provide a lot of pad certification stamped and signed by a qualified engineer or surveyor with applicable compaction tests and over -excavation documentation. Each pad certification shall list the pad elevation as shown on the approved grading plan, the actual pad elevation, and the difference between the two, if any. Such pad certification shall also list the relative compaction of the pad soil. The data shall be organized by lot number and listed cumulatively if submitted at different times. nRAINA(-,F 33. Stormwater handling shall conform with the approved hydrology and drainage report for Tract Map 31852. Nuisance water shall be disposed of in an approved manner. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 10 OF 14 34. The applicant shall comply with the provisions of LQMC Section 13.24.120 (Drainage), Retention Basin Design Criteria, Engineering Bulletin No. 06-16 — Hydrology Report with Preliminary Hydraulic Report Criteria for Storm Drain Systems and Engineering Bulletin No. 06-015 - Underground Retention Basin Design Requirements. More specifically, stormwater falling on -site during the 100- year storm shall be retained within the development unless otherwise approved by the City Engineer. The design storm shall be either the 1 hour, 3 hour, 6 hour or 24 hour event producing the greatest total run off. 35. Nuisance water shall be retained on site. Nuisance water shall be disposed of per approved methods contained in Engineering Bulletin No. 06-16 — Hydrology Report with Preliminary Hydraulic Report Criteria for Storm Drain Systems and Engineering Bulletin No. 06-015 - Underground Retention Basin Design Requirements. 36. In the design of retention facilities, the maximum percolation rate shall be two inches per hour. The percolation rate will be considered to be zero unless the applicant provides site -specific data indicating otherwise and as approved by the City Engineer. 37. The project shall be designed to accommodate purging and blowoff water (through underground piping and/or retention facilities) from any on -site or adjacent well sites granted or dedicated to the local water utility authority as a requirement for the development of this property. 38. No fence or wall shall be constructed around any retention basin unless approved by the Design and Development Director and the City Engineer. 39. For on -site above -ground common retention basins, retention depth shall be according to Engineering Bulletin No. 06-16 — Hydrology Report with Preliminary Hydraulic Report Criteria for Storm Drain Systems. Side slopes shall not exceed 3:1 and shall be planted with maintenance -free ground cover. Additionally, retention basin widths shall be not less than 20 feet at the bottom of the basin. 40. Stormwater may not be retained in landscaped parkways or landscaped setback lots. Only incidental storm water (precipitation which directly falls onto the setback) will be permitted to be retained in the landscape setback areas. The perimeter setback and parkway areas in the street right-of-way shall be shaped with berms and mounds, pursuant to LQMC Section 9.100.040(B)(7). 41. The design of the development shall not cause any increase in flood boundaries and levels in any area outside the development. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 11 OF 14 42. The development shall be graded to permit storm flow in excess of retention capacity to flow out of the development through a designated overflow and into the historic drainage relief route. 43. Storm drainage historically received from adjoining property shall be received and retained or passed through into the historic downstream drainage relief route. 44. The applicant shall comply with applicable provisions for post -construction runoff per the City's NPDES stormwater discharge permit, LQMC Sections 8.70.010 et seq. (Stormwater Management and Discharge Controls), and 13.24.170 (Clean Air/Clean Water); Riverside County Ordinance No. 457; and the California Regional Water Quality Control Board — Colorado River Basin (CRWQCB-CRB) Region Board Order No. R7-2013-0011 and the State Water Resources Control Board's Order No. 2009-0009-DWQ and Order No. 2010-0014-DWQ. A. For post -construction urban runoff from New Development and Redevelopments Projects, the applicant shall implement requirements of the NPDES permit for the design, construction, and perpetual operation and maintenance of BMPs per the approved Water Quality Management Plan (WQMP) for the project as required by the California Regional Water Quality Control Board — Colorado River Basin (CRWQCB-CRB) Region Board Order No. R7-2013-0011. B. The applicant shall implement the WQMP Design Standards per (CRWQCB- CRB) Region Board Order No. R7-2013-0011 utilizing BMPs approved by the City Engineer. A project -specific WQMP shall be provided which incorporates Site Design and Treatment BMPs utilizing first flush infiltration as a preferred method of NPDES Permit Compliance for Whitewater River receiving water, as applicable. C. The developer shall execute and record a Stormwater Management/BMP Facilities Agreement that provides for the perpetual maintenance and operation of stormwater BMPs. UTILITIES 45. The applicant shall comply with the provisions of LQMC Section 13.24.110 (Utilities). 46. The applicant shall obtain the approval of the City Engineer for the location of all utility lines within any right-of-way and all above -ground utility structures, including, but not limited to, traffic signal cabinets, electric vaults, water valves, and telephone stands, to ensure optimum placement for practical and aesthetic purposes. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 12 OF 14 47. Existing overhead utility lines within or adjacent to the proposed development and all proposed utilities shall be installed underground. All existing utility lines attached to joint -use 92 KV transmission power poles are exempt from the requirement to be placed underground. 48. Underground utilities shall be installed prior to the overlying hardscape. For installation of utilities in existing improved streets, the applicant shall comply with trench restoration requirements maintained or required by the City Engineer. The applicant shall provide certified reports of all utility trench compaction for approval by the City Engineer. CONSTRUCTION 49. The City will conduct final inspections of habitable buildings only when the buildings have improved street and (if required) sidewalk access to publicly -maintained streets. The improvements shall include required traffic control devices, pavement markings, and street name signs. If on -site streets in residential developments are initially constructed with partial pavement thickness, the applicant shall complete the pavement prior to final inspections of the last ten percent of homes within the development or when directed by the City, whichever comes first. LANDSCAPE AND IRRIGATION 50. The applicant shall comply with LQMC Sections 13.24.130 (Landscaping Setbacks) & 13.24.140 (Landscaping Plans). 51. The applicant shall provide landscaping in the required setbacks, retention basins, and common lots. 52. All new landscape areas shall have landscaping and permanent irrigation improvements in compliance with the City's Water Efficient Landscape regulations contained in LQMC Section 8.13 (Water Efficient Landscape). 53. The applicant shall submit final landscape plans for review, processing, and approval to the Design and Development Department in accordance with the Final Landscape Plan application process. Design and Development Director approval of the final landscape plans is required prior to issuance of the first building permit unless the Director determines extenuating circumstances exist which justify an alternative processing schedule. NOTE: Plans are not approved for construction until signed by the appropriate City official, including the Design and Development Director. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 13 OF 14 Prior to final approval of the installation of landscaping, the Landscape Architect of record shall provide the Design and Development Department with a letter stating he/she has personally inspected the installation and that it conforms with the final landscaping plans as approved by the City. If staff determines during the final landscaping inspection that adjustments are required in order to meet the intent of the Planning Commission's approval, the Design and Development Director shall review and approve any such revisions to the landscape plan. MAINTENANCE 54. The applicant shall comply with the provisions of LQMC Section 13.24.160 (Maintenance). 55. The applicant shall make provisions for the continuous and perpetual maintenance of common areas, perimeter landscaping up to the curb, access drives, sidewalks, and stormwater BMPs. 56. The applicant shall comply with Development Agreement 2024-0001 (see, e.g., Section 3.1 therein) with respect to the timing of, and preparation, review, and approval by the City and other state regulatory authorities, a declaration of covenants, conditions, and restrictions (CC&Rs) to ensure compliance of Conditions of Approval No. 54 and 55 (above) by a duly formed homeowners association; the applicant shall ensure full compliance with the requirements of the Davis -Stirling Act to ensure that the Project constitutes a "planned development" as defined in California Civil Code Section 4175 (or successor provision) pursuant to the Davis - Stirling Act, which, among other requirements, shall require the recording by Developer of CC&Rs that, at a minimum, meets the requirements of a "declaration" as defined and described in the Davis -Stirling Act and to memorialize specified conditions of approval that are part of the Project Approvals. FIRE DEPARTMENT 57. Fire Apparatus Access and Water Supply: Prior to building permit issuance for new construction, an inspection of the fire hydrant system shall be performed, and construction of the access road shall be confirmed. 58. Driveway Gate Access: All electronically operated gates shall be provided with Knox key switches and automatic sensors for access. PLANNING COMMISSION RESOLUTION 2024-017 CONDITIONS OF APPROVAL - RECOMMENDED SITE DEVELOPMENT PERMIT 2024-0001 DEVELOPMENT AGREEMENT 2024-0001 PROJECT: BRAVO ESTATES ADOPTED: NOVEMBER 12, 2024 PAGE 14 OF 14 59. Residential fire sprinklers are required in all one and two-family dwellings per the California Residential Code (CRC). Plans must be submitted to the Office of the Fire Marshal for review and be approved prior to installation. Reference CRC 313.2 FEES AND DEPOSITS 60. Permits issued under this approval shall be subject to the provisions of the Development Impact Fee and Transportation Uniform Mitigation Fee programs in effect at the time of issuance of building permit(s). 61. The applicant shall comply with the provisions of LQMC Section 13.24.180 (Fees and Deposits). These fees include all deposits and fees required by the City for plan checking and construction inspection. Deposits and fee amounts shall be those in effect when the applicant makes an application for plan check and permits.