2004 Centre Pointe - Disposition and DA Amendment 1 - CP Development, LLCAMENDMENT NO. 1 TO DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AMENDMENT NO. 1 TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Amendment No. 1") is made and entered into as of a2 r ,
2004 ("Effective Date") by and between LA QUINTA REDEVELOPMENT AGENCY, a public
body, corporate and politic ("Agency"), and CP DEVELOPMENT LA QUINTA, LLC, a
California limited liability company ("Developer").
RECITALS:
A. On or about December 18, 2003, the Agency and Developer entered into that
certain Disposition and Development Agreement (the "DDA"), pursuant to which Agency
agreed to sell to Developer, and Developer agreed to purchase from Agency 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 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 "Eligible Buyers" at an "Affordable Housing
Cost" (as those terms are defined in the DDA (collectively, the "Project").
B. Agency and Developer now desire to amend the DDA to revise (i) certain
timeframes in the schedule of performance attached to the DDA; (ii) certain conditions that must
be satisfied prior to the Agency's conveyance to Developer of the Property; and (iii) the transfer
and assignment provisions.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated
herein by this reference and for valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
l . The DDA is hereby amended as follows:
1.1 To replace Section 205.1(d) and Section 205.2(f) with the following:
Design Approvals. If Developer elects to purchase the Property pursuant to
Option "A", Developer shall have obtained approval by the City of the Design
Development Drawings for the Suites Hotel, as set forth in Section 302 herein,
schematic design drawings for the Parcel 2 Casitas Development Component, and
preliminary engineering drawings for Seeley Drive. If Developer elects to
purchase the Property pursuant to Option "B", Developer shall have obtained
approval by the City of the Design Development Drawings for the Phase of
Development applicable to each Parcel to be acquired at the Closing, as set forth
in Section 302 hereof.
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1.2 To delete Section 205.1(i).
1.3 To revise Section 205.10) by deleting the phrase "the Parcel 2 Casitas
Development Component."
1.4 To replace Section 205.1(k) with the following:
(k) Performance Bond. The Developer shall have obtained from Developer's
contractor and delivered to the Agency evidence, in a form satisfactory to
Agency, that said contractor has the ability to obtain Contractor Bonds at the time
of the issuance of building permits for the completion of the construction of (i) the
Suites Hotel, and Seeley Drive, if Developer has elected to purchase the Property
pursuant to Option "A", or (ii) the Phase of Development applicable to each
Parcel to be acquired at the Closing, if Developer has elected to purchase the
Property pursuant to Option "B". Said Contractor Bonds shall provide that the
Agency is authorized to enforce the same as a third party beneficiary
1.5 To replace Section 205.2(h) with the following:
(h) Grading Plans and Permits. If Developer elects to purchase the Property
pursuant to Option "A", Developer shall have obtained City approval of its final
grading plans for the Property, and grading permits shall be ready to be issued
(upon payment of necessary fees, posting of required security, and similar items).
If Developer elects to purchase the Property pursuant to Option `B", Developer
shall have obtained City approval of its final grading plans for the Phase of
Development applicable to each Parcel to be acquired at the Closing, and grading
permits shall be ready to be issued (on payment of necessary fees, posting of
required security, and similar items.
1.6 To add a new Section 311.1(c), as follows:
(c) Notwithstanding anything in this Section 311.1 to the contrary, Developer
may satisfy its obligation to provide evidence of the financing necessary to
develop the Casitas Development (or applicable Phase of Development thereof)
by presenting a letter from Lennar Homes of California, Inc. ("Lennar"),
certifying that Lennar has the necessary resources to develop the Casitas
Development (or applicable Phase of Development thereof), and identifying the
source of such resources, in a manner satisfactory to the Agency's Executive
Director, in his or her reasonable discretion.
1.7 To replace Section 703.2(c) with the following:
(c) A transfer of the Suites Hotel or the Suites Hotel Parcel to a limited
liability company in which Developer is the managing member.
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1.8 To replace Section 703.2(d) with the following:
(d) A transfer of any of the Parcel 8 Sanctuary Villas Component, Sanctuary
Villas Parcel 8, the Parcel 9 Sanctuary Villas Component, and/or Sanctuary Villas
Parcel 9 to Lennar or to Center Point Sanctuary, LLC, a California limited
liability company.
1.9 To replace Section 703.2(f) with the following:
(f) A transfer of any of the Parcel 2 Casitas Development Component, Casitas
Parcel 2, the Parcel 3 Casitas Development Component, Casitas Parcel 3, the
Parcel 4 Casitas Development Component, Casitas Parcel 4, the Parcel 5
Residential Development, Residential Parcel 5, the Parcel 7 Residential
Development, and/or Residential Parcel 7 to Lennar.
1.10 To replace the last paragraph of Section 703.2 with the following:
In the event of a Transfer by Developer under subparagraphs (a), (b), (c), (d), (e),
or (f) above not requiring the Agency's prior approval, Developer nevertheless
agrees that at least thirty (30) days prior to such Transfer it shall give written
notice to Agency of such assignment and satisfactory evidence that the assignee
has assumed in writing through an assignment and assumption agreement all of
the obligations of this Agreement; provided, however, that no such assignment
and assumption agreement shall be required for transfers under subparagraphs (d)
or (f) to Lennar, and upon such assignment Lennar shall be deemed to have
assumed only those obligations hereunder that pertain to the Parcel(s) and the
Phase(s) of Development transferred to Lennar. In the event such transfer is
under subparagraph (c) or (e) above, Developer shall, along with the notice
required to be given pursuant to the immediately preceding sentence, provide
Agency with evidence that such proposed transferee entity has been duly formed
in accordance with the laws of the State of California. Any Transfer by
Developer to Lennar of both Residential Parcel 7 and the Parcel 7 Residential
Development under subparagraph (f) above shall include the right to receive
disbursements of the Agency Loan pursuant to the terms of this Agreement.
1.11 To add a new paragraph to the end of Section 309.1, as follows:
Nothing herein constitutes a representation or warranty by Agency that the construction
of the Project is not subject to California Health and Safety Code Sections 33423 through
33426, or Chapter 1 of Part 7 of the California Labor Code (commencing with section
1720), and all applicable statutory and regulatory provisions related thereto, and
Developer expressly waives any right of reimbursement for any "increased costs" under
California Labor Code Section 1781 or otherwise with respect to the Property or the
Project. Developer shall indemnify, defend, and hold Agency harmless, including
litigation costs and reasonable attorneys' fees, from and against any and all claims
pertaining to the payment of wages for the Property or Project.
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1.12 To replace the Schedule of Performance attached to the DDA as Attachment
No. 20 with Exhibit "A" hereto, which exhibit is incorporated herein by this reference.
2. For purposes of clarification, all references to "grading plans" and "grading permits" in
Section 205 of the DDA, as amended by this Amendment No. 1, shall refer to mass or rough
grading, and all references to "grading plans" and "grading permits" in the Schedule of
Performance, as amended by this Amendment No. 1, shall refer to precise grading.
3. Agency's approval of this Amendment No. 1 is conditioned upon Developer's execution,
concurrently with the execution hereof, of an Indemnification Agreement substantially in the
form attached hereto and incorporated herein as Exhibit `B".
4. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and
conditions of the DDA shall remain in full force and effect.
5. In the event of any action between Agency and Developer seeking enforcement of any of
the terms and conditions to this Amendment No. 1, 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.
6. This Amendment No. 1 shall be construed according to its fair meaning and as if
prepared by both parties hereto.
7. This Amendment No. 1 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
Municipal and Superior Courts 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. 1. Service of process on 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.
8. Time is of the essence of this Amendment No. 1 and of each and every term and
provision hereof.
9. 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 both 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.
10. Signatures of the parties transmitted by facsimile shall be deemed binding. However,
each party agrees to submit their original signature to the other party within five (5.) business
days after execution hereof.
11. This Amendment No. 1 may be executed in counterparts, each of which, when this
Amendment No. 1 has been signed by all the parties hereto, shall be deemed an original, and
such counterparts shall constitute one and the same instrument.
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12. The person(s) executing this Amendment No. 1 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. 1 on behalf of said party, (iii) by so
executing this Amendment No. 1 such parry is formally bound to the provisions of this
Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any
provision of any other agreement to which such party is bound.
[End — Signature Page Follows]
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IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read
this Amendment No. 1, understands it and hereby executes this Amendment No. 1 to be
effective as of the day and year first written above.
Date: (nx-r -.M. , 2004
Date: ac-r. 7-E , 2004
Date: Ia - a9 , 2004
ATTEST:
Jbae-&eek, Agency Secretary
APPROVED AS TO FORM:
RUTAN TU R, LP
By:
/zX -
a rine Jenson, A en Counsel
"Developer"
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
By: _
Richard Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
By:
Richard Oliphant
Its: President
"Agency"
LA QUINTA REDEVELOPMENT AGENCY,
a public body, co r orate politic
By:
Agency ClAr
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EXHIBIT "A"
SCHEDULE OF PERFORMANCE
[See Following Pages]
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ATTACHMENT NO.20
SCHEDULE OF PERFORMANCE'
[See attached individual schedules for each of the (i) Sanctuary Villas Development, (ii) Suites
Hotel, (iii) Parcel 5 Residential Development and Parcel 7 Residential Development, (iv)
Medical Office/Surgical Facility, (v) Parcel 1 Restaurant and Parcel 2 Restaurant, and (vi)
Casitas Development
Developer shall have a thirty (30) day grace period for the completion of each of the tasks
hereinafter described. Agency shall not declare a default for Developer's failure to timely
complete any of the tasks described in this Schedule until such thirty (30) day grace period has
expired.
1 All days are calendar days in this Schedule of Performance.
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SCHEDULE OF PERFORMANCE FOR
SANCTUARY VILLAS DEVELOPMENT
(ALL PHASES OF DEVELOPMENT)
Item of Performance
Time for Completion
1.
Developer execution of DDA.
Within 7 days after Developer and Agency approve
final draft.
2.
Developer's submission of complete Site
On or before December 31, 2006.
Development Permit Application "SDPA",
which will include:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan*
• Tract Ma
3.
Review of SDPA by all applicable City* *
Agency will use reasonable efforts to cause such
departments.
review within 21 days after Developer's submission of
SDPA.
4.
Agency response to Developer as to City
Within 7 days after receipt of final comments, but no
comments on SDPA.
later than 30 days after Developer's submission of
SDPA.
5.
Developer and City responses.
Developer will respond to any request within 7 days
and Agency will use reasonable efforts to cause City
to respond to any submission within 7 days.
6.
Agency publishes Notice of Public Hearing
Within 10 days after City responds to Developer's
before the Planning Commission.
comments in the preceding section.
7.
Planning Commission Public Hearing and
Approximately 10 days after first publication.
consideration of SDPA and Tract Map.
8
City Council consideration of Tract Map.*
Within 21 days after Planning Commission approval
if required).
9.
City's issuance of SDPA, Tract Map (if
Within 7 days after approval by both City Council and
applicable) and conditions.
Planning Commission as applicable).
10A
Developer's preparation of final grading
Within 180 days after City's issuance of SDPA and
plans and Design Development Drawings
Tract Map (if applicable).
for Sanctuary Villas Parcel 8.
lOB
Developer's preparation of final grading
Within 180 days after Developer's completion of
plans and Design Development Drawings
construction of Sanctuary Villas Parcel 8.
for Sanctuary Villas Parcel 9.
11A.
Developer's submission of evidence of
Within 120 days after Developer's completion of
financing necessary to complete the Parcel
Design Development Drawings for Parcel 8 Sanctuary
8 Sanctuary Villas Component
Villas Component.
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Item of Performance
Time for Completion
11A.
Developer's submission of evidence of
Within 120 days after Developer's completion of
financing necessary to complete the Parcel
Design Development Drawings for Parcel 9 Sanctuary
9 Sanctuary Villas Component
Villas Component.
12.
Agency review and approval, approval with
Within 30 days after Agency's receipt of applicable
conditions, or denial of Developer's
evidence of financing.
evidence of financing for Parcel 8
Sanctuary Villas Component and Parcel 9
Sanctuary Villas Component.
13A.
Developer's submission of grading permit
Within 300 days after City's issuance of the SDPA.
and building permit applications for
SanctuaryVillas Parcel 8.
13B.
Developer's submission of grading permit
Within 180 days after Developer's completion of
and building permit applications for
Parcel 8 Sanctuary Villas Component.
Sanctuary Villas Parcel 9.
14A.
City's issuance of grading permit for
Within 56 days after City's receipt of grading permit
Sanctuary Villas Parcel 8.
application for Sanctuary Villas Parcel 8.
14B.
City's issuance of grading permit for
Within 56 days after City's receipt of grading permit
Sanctuary Villas Parcel 9.
application for Sanctuary Villas Parcel 9.
15A.
City's issuance of building permit for
By the earlier of. (i) within 98 days after City's receipt
Sanctuary Villas Parcel 8.
of building permit application for Parcel 8 Sanctuary
Villas Component, which is 42 days after City's
issuance of grading permit for Sanctuary Villas Parcel
8, or (ii) on or before December 31, 2007.
15B.
City's issuance of building permit for
Within 98 days after City's receipt of building permit
Sanctuary Villas Parcel 9.
application for Parcel 9 Sanctuary Villas Component,
which is 42 days after City's issuance of grading
permit for Sanctuary Villas Parcel 9.
16A.
Developer commences construction of
Within thirty (30) days after City's issuance of
Parcel 8 Sanctuary Villas Component.
building permits for the Parcel 8 Sanctuary Villas
Component.
16B.
Developer commences construction of
Within thirty (30) days after City's issuance of
Parcel 9 Sanctuary Villas Component.
building permits for the Parcel 9 Sanctuary Villas
Component.
17A.
Developer's completion of Parcel 8
Within 30-36 months after City's issuance of final
Sanctuary Villas Component.
building permits for the Parcel 8 Sanctuary Villas
Component.
17B.
Developer's completion of Parcel 9
Within 30-36 months after City's issuance of final
Sanctuary Villas Component.
building permits for the Parcel 9 Sanctuary Villas
Component.
* In the event that a master grading plan and total parcel map for the entire Property are submitted with
the SDPA for the Suites Hotel, then no further master grading plan or tract map is required for the SDPA
for the Parcels included in this Schedule and City Council consideration shall not be required.
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** Nothing herein shall be construed to limit the City's legislative authority, which City may exercise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasonable efforts to cause City to take such action in the time prescribed herein.
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OUTSIDE DATES FOR CLOSING
OPTION A
Outside Date For Closing for Sanctuary Villas Parcel 8 and Sanctuary Villas Parcel 9: 365 days after
the Effective Date.
OPTION B
Parcel
Closing Milestones
Sanctuary Villas Parcel 8
Within 180 days after the Developer's completion of the foundation for the
Suites Hotel.
Sanctuary Villas Parcel 9
Within 180 days after the City's issuance of building permits for the Parcel
8 Sanctuary Villas Component.
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SCHEDULE OF PERFORMANCE FOR
SUITES HOTEL
Item of Performance
Time for Completion
1.
Developer execution of DDA.
Within 7 days after Developer and Agency
approve final draft.
2.
Developer and Agency execute Early Entry
Within 7 days after the Effective Date.
A Bement.
3.
Developer makes purchase election, and
Within 7 days after the Effective Date.
Agency and Developer open the Initial Escrow
or the Property Escrow (as applicable).
4.
Agency provides Developer with (i) copies of
Within 30 days after the Effective Date.
environmental studies and reports regarding
the Property and (ii) the Preliminary Title
Re ort.
5.
Developer submission of complete Site
Within 180 days after Effective Date.
Development Permit Application "SDPA",
which will include:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan
• Tract Ma
6.
Review of SDPA by all applicable City*
Agency will use reasonable efforts to cause such
departments.
review within 21 days after Developer's submittal
receipt of SDPA.
7.
Agency response to Developer as to City
Within 7 days after Agency's receipt of City's
comments on SDPA.
final comments, but no later than 30 days after
Developer's submission of SDPA.
8.
Developer and City Responses.
Developer will respond to any request within 7
days and Agency will use reasonable efforts to
cause City to respond to any submission within 7
da s.
9.
Agency publishes Notice of Public Hearing
Within 10 days after City responds to Developer's
before the Planning Commission.
comments in the preceding section.
10.
Planning Commission Public Hearing and
Approximately 10 days after first publication.
consideration of SDPA and Tract Map.
11.
City Council consideration of Tract Map.
Within 21 days after Planning Commission
approval.
'Nothing herein shall be construed to limit the City's legislative authority, which City may excise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasonable efforts to cause City to take such action in the time prescribed herein.
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Item of Performance
Time for Completion
12.
City's issuance of SDPA, Tract Map and
Within 7 days after City Council approval.
conditions.
13.
Developer's preparation of final grading plans
On or before September 21, 2004.
and Design Development Drawings for the
Suites Hotel and Seeley Drive.
14.
Developer's submission of (i) evidence of
Developer shall provide evidence of financing on
financing necessary to complete the Suites
or before August 30, 2004; and Developer shall
Hotel, and (iii) grading permit and building
submit grading and building permit applications
permit applications for the Suites Hotel and
on or before October 31, 2004.
Seeley Drive.
15.
Agency review and approval, approval with
Within 30 days after Agency's receipt of evidence
conditions, or denial of Developer's evidence
of financing
of financing submitted in Item No. 14.
16.
City's issuance of grading permit for the Suites
Within 56 days after City's receipt of grading
Hotel Parcel, the Parcel on which Developer
permit application for the Suites Hotel Parcel, the
shall construct the first Phase of Development
Parcel on which Developer shall construct the first
of the Casitas Development and Seeley Drive.
Phase of Development of the Casitas
Development, and Seel e Drive.
17.
Developer's completion of first pavement lift
Within (30) days after Developer's installation of
and curbs and gutters of Seeley Drive.
the foundation for the Suites Hotel.
18.
City's issuance of building permits for the
Within 98 days after City's receipt of building
Suites Hotel and Seeley Drive.
permit application for the Suites Hotel and Seeley
Drive, which is 42 days after City's issuance of
grading permit for the Suites Hotel and Seeley
Drive.
19.
Developer commences construction of Suites
Within 30 days after Developer's receipt of
Hotel.
building permits for the Suites Hotel.
20.
Completion of Suites Hotel.
Before June 30, 2006, subject to the provisions of
Section 702 of the DDA.
21.
Developer completes final pavement lift of
Within one hundred eighty (180) days after
Seeley Drive.
Developer's completion of the Suites Hotel.
Outside Date for Closint for Suites Hotel Parcel, Landscape Parcel C, Landscape Parcel E, and the
Seeley Drive Parcel (under Option A or Option B): 365 days after the Effective Date.
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SCHEDULE OF PERFORMANCE
FOR PARCEL 5 RESIDENTIAL, DEVELOPMENT
AND PARCEL 7 RESIDENTIAL DEVELOPMENT
Item of Performance
Time of Completion
1.
Developer's execution of the DDA.
Within 7 days after Developer and Agency approve
final draft.
2.
Developer's submission of (i) evidence of
On or before December 31, 2005.
financing necessary to complete the Parcel 5
Residential Development and the Parcel 7
Residential Development, and (ii) complete
Site Development Permit Application
"SDPA",
including:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan
• Tentative Tract Ma
3.
Review of SDPA by all applicable City*
Agency will use reasonable efforts to cause such
departments.
review within 21 days after Developer's submission
of SDPA.
4.
Agency response to Developer as to City
Within 7 days after receipt of final comments, but no
comments on SDPA.
later than 30 days after Developer's submission of
SDPA.
5.
Developer and City Responses.
Developer will respond to any request within 7 days
and Agency will use reasonable efforts to cause City
to respond to any submission within 7 days.
6.
Agency publishes Notice of Public Hearing
Within 10 days after City responds to Developer's
before the Planning Commission.
comments in the preceding Section.
7.
Planning Commission public hearing and
Approximately 10 days after first publication.
consideration of SDPA and Tentative Tract
Map.
8.
City Council consideration of Tentative
Within 21 days after Planning Commission approval.
Tract Map.
9.
City's issuance of SDPA, Tentative Tract
Within 7 days after City Council approval.
Map and conditions of approval.
10.
Preparation of Grading Plans and Design
By the earlier of. (i) within 180 days after City's
Development Drawings for the Parcel 5
issuance of SDPA and Tentative Tract Map, or (ii) by
Residential Development and the Parcel 7
June 30, 2006.
Residential Development.
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Item of Performance
Time of Completion
11.
Developer's submission of grading permit
Within 120 days after Developer's completion of
and building permit application for
Design Development Drawings.
backbone infrastructure for the Parcel 5
Residential Development and the Parcel 7
Residential Development.
12.
City's issuance of Grading Permit for the
Within 56 days after City's receipt of grading permit
Parcel 5 Residential Development and the
application.
Parcel 7 Residential Development.
13
City's issuance of building permit for
Within 98 days after City's receipt of Building Permit
backbone infrastructure for the Parcel 5
application, which is 42 days after City's issuance of
Residential Development and the Parcel 7
Grading Permit.
Residential Development.
14.
Developer's commencement of construction
Within 30 days following City's issuance of Building
of backbone infrastructure of the Parcel 5
Permits.
Residential Development and the Parcel 7
Residential Development.
15
Within 90 days after Developer's completion of
Developer's commencement of Construction
construction of the backbone infrastructure described
of the Parcel 5 Residential Development and
in Item 14 above, provided City has not delayed in
the Parcel 7 Residential Development.
issuing a building permit.
16
Developer's completion of construction of
Within 30 months following City's issuance of
the Parcel 5 Residential Development.
Building Permits for the Parcel 5 Residential
Development.
17.
Developer's completion of construction of
Within 18 months following City's issuance of
the Parcel 7 Residential Development
Building Permits for the Parcel 7 Residential
Development.
*Nothing herein shall be construed to limit City's legislative authority, which City may exercise,
in City's sole and absolute discretion. In all cases where City action is required, Agency shall
use reasonable efforts to cause City to take such action in the time prescribed herein.
OUTSIDE DATES FOR CLOSING
OPTION A
Outside Date For Closing for Residential Parcel 5 and Residential Parcel 7: 365 days after the
Effective Date.
OPTION B
Outside Date For Closing for Residential Parcel 5 and Residential Parcel 7: 30 days after the
Developer's completion of the exterior walls and roof of the, Suites Hotel.
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SCHEDULE OF PERFORMANCE FOR
MEDICAL OFFICE/SURGICAL CILITY
(ALL PHASES OF D
Item of Performance
Time for Completion
1.
Developer execution of DDA.
Within 7 days
after Developer and Agency approve
final draft.
2A/B.
Developer's submission of complete Site
On or before
December 31, 2005.
Development Permit Application for the
Parcel A Medical Office/Surgical Facility
Component and for the first and second
Phases of Development of the Medical
Office/Surgical Facility, "First/Second
MOB SDPA", which will include:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan*
• Tract Map*
2C.
Developer's submission of complete Site
Within 90 days
after City's issuance of building
Development Permit Application for the
permits for
Lhe first and second Phases of
third Phase of Development of the
Developme
it of the Medical Office/Surgical
Medical Office/Surgical Facility, "Third
Facility.
MOB SDPA," which will include:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan*
• Tract Map*
3A.
Review of First/Second MOB SDPA by
Agency wil
I use reasonable efforts to cause such
all applicable City** departments.
review within
21 days after Developer's submittal of
First/Secon
MOB SDPA.
3B.
Review of Third MOB SDPA by all
Agency wil
I use reasonable efforts to cause such
applicable City departments.
review within
21 days after Developer's submittal of
Third MOB
SDPA.
4A.
Agency response to Developer as to City
Within 7 days after Agency's receipt of City's final
comments on First/Second MOB SDPA.
comments, but no later than 30 days after
Developer's submission of First/Second MOB
SDPA.
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Item of Performance
Time for Completion
4B.
Agency response to Developer as to City
'Within 7 days after Agency's receipt of City's final
comments on Third MOB SDPA.
comments, but no later than 30 days after
Developer's submission of Third MOB SDPA.
5.
Developer and City Responses.
Developer will respond to any request within 7 days
and Agency will use reasonable efforts to cause City
to respond to any submission within 7 days.
6A.
Agency publishes Notice of Public
Within 10 days after City responds to Developer's
Hearing for the First/Second MOB SDPA
comments regarding the First/Second MOB SDPA.
before the Planning Commission.
6B.
Agency publishes Notice of Public
Within 10 days after City responds to Developer's
Hearing for the Third MOB SDPA before
comments regarding the Third MOB SDPA.
the Planning Commission.
7A.
Planning Commission Public Hearing and
Approximately 10 days after first publication of
consideration of First/Second MOB
notice of the same.
SDPA and Tract Map.
7B.
Planning Commission Public Hearing and
Approximately 10 days after first publication of
consideration of Third MOB SDPA and
notice of the same.
Tract Map.
8A.
City Council consideration of Tract
Within 21 days after Planning Commission approval
Map.*
of First/Second MOB SDPA.
8B.
City Council consideration of Tract
Within 21 days after Planning Commission approval
Map. *
of Third MOB SDPA.
9A.
City's Issuance of First/Second MOB
Within 7 days after approval of First/Second MOB
SDPA Tract Map, if applicable.
SDPA by both Planning Commission and City
Council.
9B.
City's Issuance of Third MOB SDPA
Within 7 days after approval of Third MOB SDPA
Tract Map, if applicable.
by both Planning Commission and City Council.
10A.
Developer's preparation of final grading
Within 180 days after City's issuance of
plans and Design Development Drawings
First/Second MOB SDPA and Tract Map (if
for the Parcel A Medical Office/Surgical
applicable).
Facility Component and the first and
second Phases of Development of the
Medical Office/Surgical Facility.
10B.
Developer's preparation of final grading
Within 180 days after City's issuance of Third MOB
plans and Design Development Drawings
SDPA and Tract Map (if applicable).
for the third Phase of Development of the
Medical Office/Surgical Facility.
882/015610-0061
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Item of Performance
Time for Completion
1 IA.
Developer's submission of evidence of
Within 120 days after Developer's completion of
financing necessary to complete the
Design Development Drawings for the Parcel A
Parcel A Medical Office/Surgical Facility
Medical Office/Surgical Facility Component and the
Component and the first and second
first and second Phases of Development of the
Phases of Development of the Medical
Medical Office/Surgical Facility.
Office/Surgical Facility and of grading
permit and building permit applications
for the Parcel A Medical Office/Surgical
Facility Component and the first and
second Phases of Development of the
Medical Office/Surgical Facility.
1113.
Developer's submission of evidence of
Within 120 days after Developer's completion of
financing necessary to complete the third
Design Development Drawings for the third Phase of
Phase of Development of the Medical
Development of the Medical Office/Surgical
Office/Surgical Facility and of grading
Facility.
permit and building permit applications
for the third Phase of Development of the
Medical Office/Surgical Facility.
12A.
Agency's review and approval, approval
Within 30 days after Agency's receipt of the same.
with conditions or denial of Developer's
evidence of financing submittal in Item
11A.
12B.
Agency's review and approval, approval
Within 30 days after Agency's receipt of the same.
with conditions or denial of Developer's
evidence of financing submittal in Item
1113.
13A.
City's issuance of grading permit for the
The later of (i) within 56 days after City's receipt of
Parcel A Medical Office/Surgical Facility
building permit application for first Phase of
Component and first Phase of
Development of the Medical Office/Surgical Facility
Development of the Medical
or (ii) upon Developer's completion of foundation
Office/Surgical Facility.
for Suites Hotel.
13B.
City's issuance of grading permit for
The later of (i) within 56 days after City's receipt of
second Phase of Development of the
building permit application for the second Phase of
Medical Office/Surgical Facility.
Development of the Medical Office/Surgical Facility
or (ii) upon Developer's completion of framing of
exterior walls of the Suites Hotel.
13C.
City's issuance of grading permit for the
The later of (i) within 56 days after City's receipt of
third Phase of Development of the
building permit application for the third Phase of
Medical Office/Surgical Facility.
Development of the Medical Office/Surgical Facility
or (ii) upon Developer's completion of exterior walls
and roof for the Suites Hotel.
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Item of Performance
Time for Completion
14A.
City's issuance of building permit for
By the earlier of. (i) within 98 days after City's
Parcel A Medical Office/Surgical Facility
receipt of building permit application for the first
and first Phase of Development of the
Phase of Development of the Medical
Medical Office/Surgical Facility.
Office/Surgical Facility, which is 42 days after
issuance of grading permit for the first Phase of
Development of the Medical Office/Surgical
Facility, or ii on or before December 31, 2006.
14B.
City's issuance of building permit for
Within 98 days after City's receipt of building
second Phase of Development of the
permit application for the second Phase of
Medical Office/Surgical Facility.
Development of the Medical Office/Surgical
Facility, which is 42 days after issuance of grading
permit for the second Phase of Development of the
Medical Office/Surgical Facility.
14C.
City's issuance of building permit for
Within 98 days after City's receipt of building
third Phase of Development of the
permit application for the third Phase of
Medical Office/Surgical Facility.
Development of the Medical Office/Surgical
Facility, which is 42 days after issuance of grading
permit for the third Phase of Development of the
Medical Office/Surgical Facility.
15A.
Developer commences construction of
With thirty (30) days after City's issuance of
Parcel A Medical Office/Surgical Facility
building permits for the first Phase of Development
and first Phase of Development of the
of the Medical Office/Surgical Facility.
Medical Office/Surgical Facility.
15B.
Developer commences construction of
With thirty (30) days after City's issuance of
second Phase of Development of the
building permits for the second Phase of
Medical Office/Surgical Facility.
Development of the Medical Office/Surgical
Facility.
15C.
Developer commences construction of
With thirty (30) days after City's issuance of
third Phase of Development of the
building permits for the third Phase of Development
Medical Office/Surgical Facility.
of the Medical Office/Surgical Facility.
16A.
Developer's completion of Parcel A
Within 30-36 months after City's issuance of
Medical Office/Surgical Facility and the
building permits for Parcel A Medical
first Phase of Development of the Medical
Office/Surgical Facility Component and the first
Office/Surgical Facility.
Phase of Development of the Medical
Office/Surgical Facility.
16B.
Developer's completion of second Phase
Within 30-36 months after City's issuance of
of Development of the Medical
building permit for second Phase of Development of
Office/Surgical Facility.
the Medical Office/Surgical Facility Component.
16C.
Developer's completion of third Phase of
Within 30-36 months after City's issuance of
Development of the Medical
building permit for third Phase of Development of
Office/Surgical Facility.
the Medical Office/Surgical Facility Component.
* In the event that a master grading plan and total parcel map for the entire Property are submitted with
the SDPA for the Suites Hotel, then no further master grading plan or tract map is required for the SDPA
for any of the Parcels included in this Schedule and City Council consideration shall not required.
882/015610-0061
540839.02 a09/18/04 -13-
** Nothing herein shall be construed to limit City's legislative authority, which City may exercise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasonable efforts to cause City to take such action in the time prescribed herein.
882/015610-0061
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OUTSIDE DATES FOR CLOSING
OPTION A
Outside Date for Closing for Medical Office/Surgical Facility Parcel A, Medical Office/Surgical Facility
Parcel 10, Medical Office/Surgical Facility Parcel 11, and Medical Office/Surgical Facility Parcel 12:
365 days after the Effective Date.
OPTION B
Parcel
Outside Date for Closing
Medical Office/Surgical Facility Parcel A
Within 90 days after the Developer's completion of
and one of (i) Medical Office/Surgical Facility
the foundation for the Suites Hotel.
Parcel 10, (ii) Medical Office/Surgical Facility
Parcel 11, or (iii) Medical Office/Surgical
Facility Parcel 12
One of (i) Medical Office/Surgical Facility
Within 90 days after the Developer's completion of
Parcel 10, (ii) Medical Office/Surgical Facility
framing of all exterior walls of the Suites Hotel.
Parcel 11, or (iii) Medical Office/Surgical
Facility Parcel 12
The final unpurchased Parcel of the (i) Medical
Within 90 days after the Developer's completion of
Office/Surgical Facility Parcel 10, (ii) Medical
the exterior walls and roof of the Suites Hotel.
Office/Surgical Facility Parcel 11, and (iii)
Medical Office/Surgical Facility Parcel 12
882/015610-0061
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SCHEDULE OF PERFORMANCE FOR
PARCEL 1 RESTAURANT AND PARCEL 13 RESTAURANT
Item of Performance
Time for Completion
l .
Developer execution of DDA.
Within 7 days after Developer and Agency
approve final draft.
2A.
Developer's submission of complete Site
On or before December 31, 2005.
Development Permit Application for
Restaurant Parcel 1 "Parcel 1 SDPA",
which will include:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan*
• Tract Map*
2B.
Developer's submission of complete Site
Within 180 days after City's issuance of building
Development Permit Application for
permits for Restaurant Parcel 1.
Restaurant Parcel 13 "Parcel 13 SDPA",
which will include:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan*
• Tract Map*
3A.
Review of Parcel 1 SDPA by all
Agency will use reasonable efforts to cause such
applicable City** departments.
review within 21 days after Developer's submittal
of Parcel 1 SDPA.
3B.
Review of Parcel 13 SDPA by all
Agency will use reasonable efforts to cause such
applicable City departments.
review within 21 days after Developer's submittal
of Parcel 13 SDPA.
4A.
Agency response to Developer as to City
Within 7 days after Agency's receipt of City's
comments on Parcel 1 SDPA.
final comments on application, but no later than
30 days after Developer's submission of Parcel 1
SDPA.
4B.
Agency response to Developer as to City
Within 7 days after Agency's receipt of City's
comments on Parcel 13 SDPA.
final comments on application, but no later than
30 days after Developer's submission of Parcel 13
SDPA.
5.
Developer and City Responses.
Developer will respond to any request within 7
days and Agency will use reasonable efforts to
cause City to respond to any submission within 7
days.
882/015610-0061
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Item of Performance
Time for Completion
6A.
Agency publishes Notice of Public
Within 10 days after City responds to Developer's
Hearing for the Parcel 1 SDPA before the
comments regarding the Parcel 1 SDPA.
Planning Commission.
6B.
Agency publishes Notice of Public
Within 10 days after City responds to Developer's
Hearing for the Parcel 13 SDPA before
comments regarding the Parcel 13 SDPA.
the Planning Commission.
7A.
Planning Commission's Public Hearing
Approximately 10 days after first publication of
and consideration of Parcel 1 SDPA and
notice of the same.
Tract Map.
7B
Planning Commission's Public Hearing
Approximately 10 days after first publication of
and consideration of Parcel 13 SDPA and
notice of the same.
Tract Map.
8A.
City Council's consideration of Tract Map
Within 21 days after Planning Commission
for Parcel 1.*
approval of the Parcel 1 SDPA.
8B.
City Council's consideration of Tract Map
Within 21 days after Planning Commission
for Parcel 13.*
approval of the Parcel 13 SDPA.
9A.
City's issuance of Parcel 1 SDPA and
Within 7 days after approval of Parcel 1 SDPA
Tract Map and conditions.
and Tract Map by both Planning Commission and
City Council.
9B.
City's issuance of Parcel 13 SDPA and
Within 7 days after approval of Parcel 13 SDPA
Tract Map and conditions.
and Tract Map by both Planning Commission and
City Council.
10A.
Developer's preparation of final grading
Within 180 days after City issues Parcel 1 SDPA,
plan and Design Development Drawings
Tract Map, and conditions.
for Restaurant Parcel 1.
1013.
Developer's preparation of final grading
Within 180 days after City issues Parcel 13
plan and Design Development Drawings
SDPA, Tract Map, and conditions.
for Restaurant Parcel 13.
1 IA.
Developer's submission of (i) evidence of
Within 90 days after Developer's completion of
financing necessary to complete Parcel 1
Design Development Drawings for the Parcel 1
Restaurant, and (ii) grading and building
Restaurant.
permit applications for Restaurant Parcel
1.
11B.
Developer's submission of (i) evidence of
Within 20 days after Developer's completion of
financing necessary to complete Parcel 1
Design Development Drawings for the Parcel 13
Restaurant, and (ii) grading and building
Restaurant.
permit applications for Restaurant Parcel
13.
11 C.
Developer's submission of grading and
Within 180 days after Developer's completion of
building permit applications for
the Parcel 1 Restaurant.
Restaurant Parcel 13.
12A.
City's issuance of grading permit for
Within 56 days after City's receipt of building
Restaurant Parcel 1.
permit application for Restaurant Parcel 1.
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Item of Performance
Time for Completion
12B.
City's issuance of grading permit for
Within 56 days after City's receipt of building
Restaurant Parcel 13.
permit application for Restaurant Parcel 13.
13A.
City's issuance of building permit for
Within 98 days after receipt of building permit
Parcel 1 Restaurant.'
application for Parcel 1 Restaurant, which is 42
days after City's issuance of grading permit for
Restaurant Parcel 1.
13B.
City's issuance of building permit for
By the earlier of. (i) within 98 days after receipt of
Parcel 13 Restaurant.
building permit application for Parcel 13
Restaurant, which is 42 days after City's issuance
of grading permit for Restaurant Parcel 13, or (ii)
on or before December 31, 2006.
14A.
Developer commences construction of
Within thirty (30) days after City's issuance of
Parcel 1 Restaurant.
building permits for Parcel 1 Restaurant.
14B.
Developer commences construction of
Within thirty (30) days after City's issuance of
Parcel 13 Restaurant.
building permits for Parcel 13 Restaurant.
15A.
Completion of Parcel 1 Restaurant.
Within 30-36 months after City's issuance of
building permits for Parcel 1 Restaurant.
15B.
Completion of Parcel 13 Restaurant.
Within 30-36 months after City's issuance of
building permits for the Parcel 13 Restaurant.
* In the event that a master grading plan and total parcel map for the entire Property are submitted with
the SDPA for the Suites Hotel, then no further master grading plan or tract map is required for the SDPA
for any of the Parcels included in this Schedule, and City Council consideration shall not be required.
** Nothing herein shall be construed to limit the City's legislative authority, which City may exercise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasonable efforts to cause City to take such action in the time prescribed herein.
882/015610-0061
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OUTSIDE DATES MEOW CLOSING
OPTIONA
Outside Closing Date for Closing for Restaurant Parcel 1 and Restaurant Parcel 13: 365 days
after the Effective Date.
OPTION B
Parcel
Closing Milestones
Restaurant Parcel 1
Within 90 days after the Developer's completion
of the foundation for the Suites Hotel.
Restaurant Parcel 13
Within 90 days after the City's issuance of
building permits for Parcel 13 Restaurant.
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SCHEDULE OF PERFORMANCE FOR CASITAS DEVELOPMENT
(ALL PHASES OF DEVELOPMENT)
Item of Performance
Time for Completion
1.
Developer execution of DDA.
Within 7 days after Developer and Agency
approve final draft.
2.
Developer and Agency execute Early Entry
Within 7 days after the Effective Date.
Agreement.
3.
Developer makes purchase election, and
Within 7 days after the Effective Date.
Agency and Developer open the Initial
Escrow or the Property Escrow (as
applicable).
4.
Agency provides Developer with (i) copies of
Within 30 days after the Effective Date.
environmental studies and reports regarding
the Property and (ii) the Preliminary Title
Report.
5.
Developer submission of complete Site
Within 180 days after Effective Date.
Development Permit Application "SDPA",
which will include:
• Detailed Site Plan
• Floor Plans and Layout
• Elevations
• Conceptual Landscaping
• Master Grading Plan
• Tract Ma
6.
Review of SDPA by all applicable City'
Agency will use reasonable efforts to cause such
departments.
review within 21 days after Developer's
submittal receipt of SDPA.
7.
Agency response to Developer as to City
Within 7 days after Agency's receipt of City's
comments on SDPA.
final comments, but no later than 30 days after
Developer's submission of SDPA.
8.
Developer and City Responses.
Developer will respond to any request within 7
days and Agency will use reasonable efforts to
cause City to respond to any submission within 7
days.
9.
Agency publishes Notice of Public Hearing
Within 10 days after City responds to
before the Planning Commission.
Developer's comments in the preceding section.
10.
Planning Commission Public Hearing and
Approximately 10 days after first publication.
consideration of SDPA and Tract Map.
11.
City Council consideration of Tract Map.
Within 21 days after Planning Commission
approval.
'Nothing herein shall be construed to limit the City's legislative authority, which City may excise, in
City's sole and absolute discretion. In all cases where City action is required, Agency shall use
reasonable efforts to cause City to take such action in the time prescribed herein.
882/015610-0061
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Item of Performance
Time for Completion
12.
City's issuance of SDPA, Tract Map and
'Within 7 days after City Council approval.
conditions.
13A.
Developer's preparation of Design
On or before December 31, 2004.
Development Drawings for the first Phase of
Development of the Casitas Development.
13B.
Developer's preparation of Design
On or before June 30, 2005.
Development Drawings for the second Phase
of Development of the Casitas Development.
13C.
Developer's preparation of Design
On or before December 31, 2005.
Development Drawings for the third Phase of
Development of the Casitas Development.
14.
Developer's submission of evidence of
Within 20 days after Developer's completion of
available cash resources to complete the
Design Development Drawings for the first Phase
Casitas Development (all Phases of
of Development of the Casitas Development.
Development).
15.
Agency review and approval, approval with
Within 30 days after Agency's receipt of
conditions, or denial of Developer's evidence
evidence of financing
of financing submitted in Item No. 14.
16.
Developer's submission of building permit
Within 120 days after Developer's completion of
applications for the first Phase of
Design Development Drawings for the first Phase
Develo ment of the Casitas Development.
of Development of the Casitas Development.
17.
Developer's submission of building permit
Within 120 days after Developer's completion of
applications for the second Phase of
the first Phase of Development of the Casitas
Development of the Casitas Development.
Development.
18.
Developer's submission of building permit
Within 120 days after Developer's completion of
applications for the third Phase of
the second Phase of Development of the Casitas
Development of the Casitas Development.
Development
19.
City's issuance of building permits for the
Within 56 days after City's receipt of building
first Phase of Development of the Casitas
permit applications for the first Phase of
Development
Development of the Casitas Development.
20.
Developer commences construction of first
Within 30 days after Developer's receipt of
Phase of Development of the Casitas
building permits for the first Phase of
Develo ment.
Development of the Casitas Development.
21.
City's issuance of building permits for the
Within 56 days after City's receipt of building
second Phase of Development of the Casitas
permit application for the second Phase of
Development
Development of the Casitas Development.
22.
Developer commences construction of second
Within 30 days after Developer's receipt of
Phase of Development of the Casitas
building permits for the second Phase of
Development.
Development of the Casitas Development.
23.
City's issuance of building permits for the
Within 56 days after City's receipt of building
third Phase of Development of the Casitas
permit application for the third Phase of
Development
I Development of the Casitas Development.
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Item of Performance
Time for Completion
24.
Developer commences construction of third
Within 30 days after Developer's receipt of
Phase of Development of the Casitas
building permits for the third Phase of
Development.
Development of the Casitas Development.
25.
Completion of first Phase of Development of
Within 30-36 months after City's issuance of
the Casitas Development.
building permits for first Phase of Development
of the Casitas Development.
26.
Completion of second Phase of Development
Within 30-36 months after City's issuance of
of the Casitas Development.
building permits for second Phase of
Development of the Casitas Development.
27.
Completion of third Phase of Development of
Within 30-36 months after City's issuance of
the Casitas Development.
building permits for third Phase of Development
of the Casitas Development, but in no event later
than December-31, 2007.
Outside Date for Closing for Suites Hotel Parcel, Landscape Parcel C, Landscape Parcel E, and the
Seeley Drive Parcel (under Option A or Option B): 365 days after the Effective Date.
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INDEMNIFICATION AGREEMENT
[See following pages]
882/015610-0061
540839.02 a09/18/04 -23-
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Indemnification Agreement") is made
and entered into as of 0&. A 9 , 2004, by and between CP DEVELOPMENT
LA QUINTA, LLC, a California limited liability company ("Center Point"), and the
LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the
"Agency"), with reference to the following Recitals.
RECITALS
A. Center Point and the Agency have entered into that certain Disposition and
Development Agreement dated December 18, 2003 (the "DDA"), pursuant to which, among
other things, (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 (the "Casitas Development"), two (2) sit-
down restaurants, and two (2) single-family residential developments (the "Residential
Component"), 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 initially informed the Agency that the Residential Component would
be constructed by Ehline Development Co., a California corporation ("Ehline Development
Co."). As a result, the DDA permits Center Point to transfer and assign the Residential
Component to Ehline Development Co. or to an affiliated entity of Ehline Development Co. (an
"Affiliated Entity"). The term "Ehline" shall be used hereinafter to refer to, collectively, Ehline
Development Co. and the Affiliated Entities.
C. Center Point has now requested that the DDA be revised to, among other things,
omit Ehline as a permitted assignee/transferee of the Residential Component and to instead
permit the assignment/transfer of the Residential Component and also the Casitas Development
to Lennar Homes of California, Inc., a California corporation ("Lennar").
D. The Agency has prepared an amendment to the DDA ("Amendment No. I") that
includes the requested assignment/transfer revisions. The Agency has expressly conditioned its
approval of Amendment No. 1 on Center Point's execution of an indemnification agreement
substantially in the form hereof.
E. The parties hereto now wish to impose on Center Point the obligation to
indemnify the Agency, as more particularly defined in this Indemnification Agreement, against
any claims regarding the assignment/transfer revisions set forth in Amendment No. 1 or resulting
from the Agency's approval of Amendment No. 1, or arising from Ehline's entry onto the
Property, or Ehline's or Center Point's obligations to third parties including but not limited to
those who have prepared plans or conducted work in furtherance of the Project.
882/015610-0061
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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 Agency and Agency's officers, officials, members,
employees, agents, consultants, and representatives, from and against any and all claims,
liabilities, damages, losses, suits, costs and expenses (including but not limited to expert witness
fees and reasonable attorneys' fees) of every kind, nature, and type asserted by any person or
entity arising out of the Agency's agreement, as set forth in Amendment No. 1, to revise the
assignment/transfer provisions set forth in the DDA, or resulting from the Agency's approval of
Amendment No. 1, or arising from Ehline's entry onto the Property, or Ehline's or Center Point's
obligations to third parties including but not limited to those who have prepared plans or
conducted work in furtherance of the Project, 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 Ehline or Center Point
Center Point's indemnification obligations herein are in addition to the indemnification
obligations contained in the DDA, and nothing herein is intended to amend or limit Center
Point's indemnification obligations set forth in the DDA. In the event of any conflict between
the indemnification obligations herein and those contained in the DDA, the indemnification
provisions which provide the greatest protection to the Agency shall prevail.
2. Non -liability of Agency Officers and Employees. No officer, official, member,
employee, agent, or representative of Agency shall be personally liable to Center Point, or any
successor or assign of same, in the event of any default or breach by Agency, or for any amount
which may become due to Agency, or any successor or assign of same, or for breach of any
obligation of the terms of this Indemnification Agreement
3. 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.
4. Governing Law. This Indemnification Agreement shall be governed by and
construed in accordance with the laws of the State of California.
5. Further Assurances. The parties covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or convenient to
effectuate and carry out this Indemnification Agreement.
6. Authority of Signatories to Bind Principals. The persons executing this
Indemnification Agreement on behalf of their respective principals represent that (i) they have
882/015610-0061 2
541417.01 a09/17/04
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.
7. 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.
8. 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,
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 attorney's fees and costs.
Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to
attorney's fees shall be entitled to all other reasonable costs for investigating such action,
including the conducting of discovery.
9. Counterparts. 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.
[END — SIGNATURE PAGE FOLLOWS]
882/015610-0061
541417.01 a09/17/04 3
IN WITNESS WHEREOF, this Indemnification Agreement has been executed by the
parties as of the date set forth above.
Dated: 0eq Z o , 2=04-
Dated: C-r Zo Zo04
Dated: 4D J 2 g Ztv-)V `r'
APPROVED AS TO FORM:
RUTAN & TUCKE LLP
BA.Koe
' e hngbn, Age ty Counsel
882/015610-0061 4
541417.01 a09/17/04
"Center Point"
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
, )- -
By: I
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
By:
Richard R. Oliphant
Its: President
"Agency"
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Thomas Genovese
Title: Executive Director
State of California
County of Riverside
On LO I a$► [ Q-,o 04 before me, Phyllis Manley, Notary Public, personally
appeared Richard R. Oliphant, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that by
his signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal. (Seal)
-r �
State of California
) ss..
County of Riverside )
On I OI'ag) -*%oC3 !4 before me, Phyllis Manley, Notary Public, personally
appeared Thomas P. Genovese, personally known to me to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the person
or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
(Seal)
MN+It Y
Commimon # ia;? 8
t1Olwy PuW - Cowwoo -
RWerside County
MMComm. ExpiremOct 16, 2006