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2012 Centre Pointe - Disposition and DA Amendment 7 - CP Development, LLCAMENDMENT NO. 7 TO DISPOSITION AND DEVELOPMENT AGREEMENT This AMENDMENT NO. 7 TO DISPOSITION AND DEVELOPMENT AGREEMENT ("Amendment No. 7") is made and entered into as of OG768rM !q , 2012 by and between CITY AS SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Successor Agency"), and LA QUINTA RETIREMENT RESIDENCE LIMITED PARTNERSHIP, a Washington limited partnership ("Developer"). RECITALS: A. On or about December 18, 2003, the former La Quinta Redevelopment Agency ("Agency") and CP Development La Quinta, LLC (the "Original Developer") entered into that certain Disposition and Development Agreement (the "Original DDA"), pursuant to which the Agency sold to the Original Developer that certain real property located southeast of the Miles Avenue and Washington Street intersection in the City of La Quinta, California 92253 (the "Property") and the Original Developer agreed to construct, complete, and operate thereon a commercial project containing a medical office/surgical facility, a development containing sanctuary villas, a mid -price suites hotel, a resort -style condominium/casitas development, two (2) sit-down restaurants, and two (2) single-family residential developments, with forty (40) of the single-family homes restricted for sale to income -eligible buyers at a restricted sales price (collectively, the "Original Project"). B. The Original DDA has been amended on six (6) occasions, on or about October 28, 2004, on or about December 7, 2004, on or about November 2, 2005, on or about October 20, 2006, on or about August 23, 2007, and on or about March 19, 2008 (collectively, the "Prior DDA Amendments"). The Original DDA, as amended by the Prior DDA Amendments, is hereinafter referred to as the "DDA", and the Original Project, as amended by the Prior DDA Amendments, is hereinafter referred to as the "Project." C. The Original Developer previously processed through the City Lot Line Adjustment No. 2006-452, which reconfigured the parcels previously designated as "Parcel 6," "Parcel 7," and "Parcel 8" of Parcel Map 31116, in Book 212, at Pages 60-66, inclusive, of Parcel Maps, Riverside County Records, into "Parcel A" and "Parcel B". Parcel A has since been sold to Eisenhower Medical Center and medical facilities have since been constructed thereon. D. On or about July 1, 2011, the Original Developer sold Parcel B to Developer for the purpose of Developer's construction thereon of (i) a one hundred thirty-two (132) suite retirement community, (ii) four (4) single -story duplex cottages, (iii) a seventy-two (72) suite assisted living community, and (iv) a thirty-two (32) bed memory care facility (collectively, the "Senior Living Facility)." Parcel B is legally described in Exhibit "A", which is attached hereto and incorporated herein by this reference. E. On June 28, 2011, the Governor signed Assembly Bill 26 ("ABxl 26") and Assembly Bill 27 ("ABxl 27") from the 2011-12 First Extraordinary Session of the California Legislature. ABxl 26 immediately suspended all redevelopment agency activities, except 882M 15610-0061 _ 3052035.3 a09R1/12 -t continued performance of "enforceable obligations," and set forth a process to dissolve redevelopment agencies and end redevelopment in California. ABxl 27 provided a "voluntary alternative redevelopment program," which would have allowed redevelopment agencies to remain in existence and continue redevelopment, if remittance payments were made to cover the State of California's budget shortfall for fiscal year 2011-12 and were made in subsequent fiscal years to cover State costs. A lawsuit was filed, challenging the constitutionality of both ABx1 26 and 27. The California Supreme Court upheld the constitutionality of ABxl 26, revising the effective dates of certain provisions, and struck down as unconstitutional ABxl 27. (California Redevelopment Assn. v. Matosantos (2011) 53 Cal.4`h 231 ("CRA Case"). ABx1 26 is chapter 5, Statutes 2011, First Extraordinary Session, which added Part 1.8 (suspension provisions) and Part 1.85 (dissolution provisions) of Division 24 of the Health and Safety Code. Under the CRA Case, all redevelopment agencies dissolved February 1, 2012. Pursuant to Health and Safety Code section 341710), added by Part 1.85 of Division 24, and City Council Resolution No. 2012-002, the City of La Quinta ("City") is the "successor agency" to the former Agency. F. On June 27, 2012, the Governor signed Assembly Bill 1484 from the 2011-2012 Regular Session of the California Legislature ("AB 1484"), which established that successor agencies are separate legal entities from the entities that provide for their governance. As a result of AB 1484, the successor agency to the former Agency is now formally the "City as Successor Agency to the La Quinta Redevelopment Agency". G. Pursuant to the terms and conditions of this Amendment No. 7, Developer and Successor Agency now wish to modify certain terms set forth in the DDA with respect to Parcel B. Unless defined herein to the contrary, all capitalized terms in this Amendment No. 7 shall have the meanings ascribed thereto in the DDA. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: The DDA is hereby amended as follows: 1. Section 100 entitled "Definitions" is modified to delete the following definitions, in their entirety: Affordable Homes, Affordable Homes Mix, Affordable Housing Component, Affordable Housing Cost, Agency Loan Amount, Buyer Affordable Housing Documents, Declaration, Deed of Trust, Disbursement Schedule, Eligible Buyer, Parcel 7 Residential Development, Residential Development, Residential Development Site Map, Promissory Note, and Unrestricted Homes. 2. Section 100 entitled "Definitions" is modified add the following as new definitions: 882/015610-0061 3052035.3 09/21/12 -2- "Senior Living Facility" means (i) a one hundred thirty-two (132) suite retirement community located in five (5) single -story duplex cottages, (ii) a seventy-two (72) suite assisted living community, and (iii) a thirty-two (32) bed memory care facility. "Parcel B" means Parcel B of Lot Line Adjustment No. 2006-452 in the City of La Quinta, California. Section 100 entitled "Definitions" is modified to revise the following definitions: 3.1 To revise the definition of "Phase of Development" by adding as a new Phase of Development to be developed on Parcel B the "Senior Living Facility." 3.2 To revise the definition of "Project" by adding as a new Project component the development of the Senior Living Facility. 4. Sections 400-404 entitled "Agency Loan; Homebuyer Assistance" are hereby deleted in their entirety. 5. The following attachments are hereby deleted, in their entirety: Attachment No. 5, entitled "Disbursement Schedule and Procedures," Attachment No. 6, entitled "Affordable Homes Mix," Attachment No. 7, entitled "Parcel 7 Residential Development Site Map," Attachment No. 9, entitled "Promissory Note," and Attachment No. 15, entitled "Declaration." 6. Attachment No. 8 entitled "Scope of Development" is hereby modified to replace paragraph II.E thereof with the following: "Senior Living Facility: The Project will contain a senior living facility (the "Senior Living Facility"). The Senior Living Facility will include (i) a one hundred thirty-two (132) suite retirement community, (ii) four (4) single -story duplex cottages, (iii) a seventy-two (72) suite assisted living community, and (iv) a thirty-two (32) bed memory care facility. The Senior Living Facility will be developed in a series of one (1), two (2) and three (3) story structures to be built on Parcel B. 7. The effectiveness of this Amendment No. 7 is conditioned on the execution by Developer and the Original Developer of an assignment and assumption agreement, in a form approved by counsel to the Successor Agency, pursuant to which the Original Developer assigns to the Developer and the Developer assumes from the Original Developer all of the Original Developer's rights and obligations under the DDA with respect to Parcel B and the Senior Living Facility. 8. Developer shall reimburse Successor Agency for all of the costs Successor Agency incurs or has incurred to negotiate, prepare and process this Amendment No. 7. 9. The Successor Agency has the authority to issue this Notice pursuant to ABxl 26 and the City's election to be the successor agency to the Agency. The Successor Agency's liability shall be limited, pursuant to Health and Safety Code section 34173(e), to the sum of " 2/0156 [0-0061 _ 30520353 a0921/12 3 property tax revenue it receives pursuant to Part 1.85 of Division 24 of the Health and Safety Code and the value of assets transferred to it as the successor agency to the Agency. In no manner whatsoever does the Successor Agency's actions impose any obligation or liability on any funds or revenues in the City of La Quinta General Fund or other City of La Quinta fund or account that is not specifically for and in the name of the Successor Agency. 10. Except as otherwise expressly provided in this Amendment No. 7, all of the terms and conditions of the DDA shall remain in full force and effect. 11. In the event of any action between or amongst the parties hereto seeking enforcement of any of the terms and conditions to this Amendment No. 7, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 12. This Amendment No. 7 shall be construed according to its fair meaning and as if prepared by all of the parties hereto. 13. This Amendment No. 7 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Riverside, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 7. Service of process on the Successor Agency shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. 14. Time is of the essence of this Amendment No. 7 and of each and every term and provision hereof. 15. A waiver of a provision hereof, or modification of any provision herein contained, shall be effective only if said waiver or modification is in writing, and signed by Successor Agency and Developer. No waiver of any breach or default by any party hereto shall be considered to be a waiver of any breach or default unless expressly provided herein or in the waiver. 16. This Amendment No. 7 may be executed in counterparts, each of which, when this Amendment No. 7 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 17. The.person(s) executing this Amendment No. 7 on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 7 on behalf of said party, (iii) by so executing this Amendment No. 7 such party is formally bound to the provisions of this Amendment No. 7, and (iv) the entering into this Amendment No. 7 does not violate any provision of any other agreement to which such party is bound. 882/015610-0061 3052035.3 a09/21/12 -4- IN WITNESS WHEREOF, Successor Agency and Developer each hereby represents that it has read this Amendment No. 7, understands it, and hereby executes this Amendment No. 7 to be effective as of the day and year first written above. Date: Oc,41d, iS+ , 2012 Date: j L 2012 ATTEST: i /1 Susan Maysels Successor Agency Secretary APPROVED AS TO FORM: RUTAN UCK R jr By: . K therit a Jenson Successor Agency Co set 882I01561 M061 3052035.3 a00/21M -5- "Developer" LA QUINTA RETIREMENT RESIDENCE LIMITED PARTNERSHIP, a Washington limited partnership By: La Quinta GP LLC, a Washington limited liability company Its: General Partner By: Hawthorn Management Services Corp., a Washington co oration Its: Man By: Barton G. Colson Its: President "Successor Agency" CITY AS SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, a public body, cotporate and politic d Executive Director EXHIBIT "A" LEGAL DESCRIPTION Real property in the aty of La Qulnta, County of Riverside, State of Caiifomla, described as follows: PARCEL B AS SHOWN ON LOT LINE ADJUSTMENT NO.2006-452 AS EVIDENCED BY 136CUMENT RECORDED APRIL 19, 2006 AS INSTRUMENT NO.2006.0280726 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: IN THE CITY OF LA QUINTA,. COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, PARCEL 8 TOGETHER WITH THAT PORTION OF PARCEL 7 OF PARCEL MAP NO. 31116, AS SHOWN BY MAP ON FILE IN BOOK 212, AT PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS, RIVERSIDE COUNTY RECORDS, BEING IN THE SOUTH HALF OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 8; THENCE ALONG THE SOUTHEASTERLY, EASTERLY AND NORTHERLY BOUNDARY LINES OF SAID PARCEL 8 THROUGH THE FOLLOWING FIVE (5) COURSES: (1) NORTH 430 56 44" EAST, A DISTANCE OF 152.65 FEET; (2) THENCE NORTH 00° 12' 13" WEST, A DISTANCE OF 790.73 FEET; (3) THENCE SOUTH 89° 47 47" WEST, A DISTANCE OF 239.56 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY, HAVING.A RADIUS OF 80.00 FEET; (4) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 450 27' 41", AN ARC DISTANCE OF 63.48 FEET; (5) THENCE TANGENT TO SAID CURVE NORTH 440 44' 32" WEST, A DISTANCE OF 91.61 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 440.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 490 06 37" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 8 AND ALONG THE NORTHERLY LINE OF SAID PARCEL 7, THROUGH A CENTRAL ANGLE OF 230 5145", AN ARC DISTANCE OF 183.63 FEET TO THE BEGINNING OF A COMPOUND CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 840.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 250 11' 52" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 7, THROUGH A CENTRAL ANGLE OF 04' 02' 08", AN ARC DISTANCE OF 59.16 FEET TO THE MOST NORTHERLY NORTHWEST CORNER OF SAID PARCEL 7; 882/015610-0061 3052035.3 a09/21/12 -6- THENCE ALONG THE WESTERLY LINES OF SAID PARCEL 7 THROUGH THE FOLLOWING THREE (3) COURSES: (1) SOUTH 16° 39' 14" EAST AND NON -TANGENT TO LAST SAID CURVE, AS DISTANCE OF 55.87 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 250.00 FEET (2) THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 200 41' 22", AN ARC DISTANCE OF 90.27 FEET; (3) THENCE TANGENT TO SAID CURVE SOUTH 040 02' 08" WEST, A DISTANCE OF 333.46 FEET TO THE NORTHWESTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF SAID PARCEL 8; THENCE LEAVING SAID WESTERLY LINES OF PARCEL 7 AND ALONG SAID PROLONGATION AND SAID SOUTHWESTERLY LINE OF PARCEL 8, SOUTH 500 10' 13" EAST, A DISTANCE O 592.88 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM AGENCY EXCEPTS AND RESERVES FROM THE CONVEYANCE, HEREIN DESCRIBED ALL INTEREST OF THE AGENCY IN OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEROF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF THE PROPERTY OR ANY PORTION THEROF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PROPERTY, AS RESERVED IN THE DEED FROM LA QUINTA REDEVELOPMENT AGENCY, RECORDED DECEMBER 09, 2004 AS INSTRUMENT NO. 04.979137 . OF OFFICIAL RECORDS. APN: 604-630-027-6 882/015610-0061 3052035.3 a09/21/12 -7- SEE SHEET 2 FOR ANNOTATION TABLES AND NOTES Rl R2 DETAIL 'A' INFO L0 'IU "EV9.OKIENT DEPART meNI A-ws�hmj, DATE 4 PARCEL 2 R IT 6-1 C/L BO' ACCESSrRtAN9� EST. HEREON PARCEL 'A' 13.515 AC. PARCEL B L LOT !0' SCALE: 1." = 200' AAA MSA Co [III lam„ 342W Bob Rocs Dove 19cbsaosb (760) 321 PARCEL 3 PARCEL B C/L 70' ACCESS I I —LOT LINE TO BE �(/ D TED PARCEL 'B' 9.451 AC, PARCEL S INEW ADJUSTED LOT LINE U• S07 Q lOT LINE TO LOT DELETED • ng Rt4 PARCEL 8 SEE DETAIL 'A' AT UPPER LEFT R21•y NE'LY LINE OR 64/54694 d NSULTWO,INC. LEGEND H & ASSOCLATBS, 7NC. I EXISTING LOT LINE TO BE DELETED -0 •Lea 5baver>ra I EXISTING LOT LINE TO REMAIN s RAN= Mm s CA 92270 NEW ADJUSTED LOT LINE MU a PAX C760) 323.7993 RESTRICTED ACCESS, 882/015610-0061 3052035.3 e09/21/12 -g-