2003-12-18 Centre Pointe - Indemnification Agreement - CP Development, LLCINDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT is made and entered into as of
Vg�L 1$ 2003, by and among CP DEVELOPMENT LA QUINTA, LLC, a
California limited liability company ("Center Point"), the LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic (the "Agency"), and the CITY OF LA
QUINTA, a California municipal corporation (the "City") with reference to the following
Recitals.
Recitals
A. Center Point and the Agency have entered into that certain Disposition and
Development Agreement dated concurrently herewith (the "DDA"), pursuant to which, among
other terms, (i) Agency has agreed to sell to Center Point, and Center Point has agreed to
purchase from Agency certain real property identified therein as the "Property", which is located
in the City of La Quinta, County of Riverside, State of California, and (ii) Center Point has
agreed to construct, complete, and operate on the Property 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 moderate -income buyers at restricted sales prices, all as more particularly described in the
DDA (collectively, the "Project).
B. Center Point and the City have entered into that certain Development Agreement
dated concurrently herewith (the "Development Agreement"), which, among other terms, (i) sets
forth a payment schedule for Center Point's mitigation payments to the City; (ii) sets forth a
schedule for Center Point's payment to the City of Three Hundred Forty -Six Thousand Eleven
Dollars ($346,011) as Center Point's financial obligation toward certain landscaping
improvements to be installed on a portion of the Property; (iii) requires Center Point, at its sole
cost, to construct a neighborhood park on certain real property owned in fee by the City; and (iv)
sets forth the extent to which Center Point may construct, develop, use and operate the Project,
all as more particularly described in the Development Agreement.
C. The Agency and City were initially contacted regarding the Project by Center
Point Development, LLC, a California limited liability company (the "Original Developer"). At
some point during the negotiations regarding the Project, the Original Developer requested that
the developer entity listed as the contracting party in the DDA and DA be changed to Center
Point.
D. City and Agency agreed to change the developer entity listed as the contracting
party to Center Point provided that Center Point agreed to indemnify the City and Agency
against any claims regarding such change or resulting from the City's approval of the DA and/or
the Agency's or City's approval of the DDA with Center Point, or arising from the Original
Developer's entry onto the Property or the Original Developer's or Center Point's obligations to
third parties who have prepared plans or conducted work in furtherance of the Project.
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427773.03 a12/03/03
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Indemnification by Center Point. Center Point hereby agrees that it shall
indemnify, defend, and hold harmless City and Agency and their respective officers, officials,
members, employees, agents, consultants, and representatives from and against any and all
claims, liabilities, damages, losses, suits, costs and expenses of every kind, nature and type
(including but not limited to expert witness fees and reasonable attorneys' fees) asserted by any
person, entity, or party arising out of (i) the Agency's and City's agreement to change the
developer entity listed as the contracting party in the DA and DDA from the Original Developer
to Center Point, (ii) the City's approval of the DA and/or the Agency's or City's approval of the
DDA with Center Point, (iii) the Original Developer's entry onto the Property, or (iv) the
Original Developer's or Center Point's obligations to third parties, including, but not limited to,
persons or entities who have designed or prepared plans or conducted any other work related to
the Project on behalf of the Original Developer or Center Point (as applicable).
2. Successors and Assigns. This Indemnification Agreement shall be binding upon
and shall inure to the benefit of the successors and assigns of the respective parties hereto.
3. Governing Law. This Indemnification Agreement shall be governed by and
construed in accordance with the laws of the State of California.
4. Further Assurances. The parties covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or convenient to
effectuate and carry out this Indemnification Agreement.
5. Authority of Signatories to Bind Principals. The persons executing this
Indemnification Agreement on behalf of their respective principals represent that (i) they have
been authorized to do so and that they thereby bind the principals to the terms and conditions of
this Indemnification Agreement and (ii) their respective principals are properly and duly
organized and existing under the laws of, and permitted to do business in, the State of California.
6. Interpretation. The paragraph headings of this Indemnification Agreement are for
reference and convenience only and are not part of this Indemnification Agreement. They have
no effect upon the construction or interpretation of any part hereof. The provisions of this
Indemnification Agreement shall be construed in a reasonable manner to effect the purposes of
the parties and of this Indemnification Agreement.
7. Attorney's Fees. In the event that a party to this Indemnification Agreement
brings an action against another party hereto by reason of the breach of any condition, covenant,
882/015610-0061 2
427773.03 a12/03/03
Dec-17-03 11:34am From-RUTAN & TUCKER LLP
714-546-9035 T-293 P.04/17 F-582
representation or warranty in this Indemnification Agreement, or otherwise arising out of this
Indemnification Agreement, the prevailing party in such action shall be entitled to recover from
The non -prevailing party expert witness fees, and its reasonable attorneys fees and costs.
Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to
attorneys fees shall be entitled to all other reasonable costs for investigating such action,
including the conducting of discovery.
8. Counie arts. This Indemnification Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts taken together shall constitute but one and the same instrument.
IN WITNESs WHEREOF, this Indemnification Agreement has been executed by the
parties as of the date set forth above.
��eC a� yea di m
Dated: Z
$$31U13610-0061
427773.03 aI V03l03
`.Center Point"
CP DEVELOPMENT LA QUINTA, LLC
a California limited liability company
3
By: Oliphant Family Trust
Its: Member
By=
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
BY:
Richard R. Oliphant
Its: President
"City"
City of La Quinta, a California municipal
corporation
By.
Thomas Genovese
Title: City Manager
"'Agency"
Dec-17-03 11:34am From—RUTAN & TUCKER LLP
714-546-9035 T-203 P.05/17 F-582
2_ S=o 1-3
Dated:
La Quinta Redevelopment Agency, a public
body, corporate and politic
.13y.-us..4 1, _
Thomas Genovese
Title. Executive Director
89W I S010-cwc, 4
427773 03 a, V03/03