2008 CP Development, LLC - Option Agreement Amend 1RECORDING REQUESTED BY
AND WHEN RECORDED
MAIL TO
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
DOC # 2008-0577490
20/30/2008 08:00R Fee:NC
Page 1 of 10
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk d Recorder
11111111111111III1111111111111111IIIIIIIII11111III 1111
S
R
U
PAGE
SIZE
I DA
I MISC
ILONGAMO
M
A
L
465
426
PCOR
NCOR
SMF
T.
CTY
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code § 27383)
AMENDMENT No.1 TO AMENDED AND RESTATED OPTION AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTAT D OPTION
AGREEMENT ("Amendment No. 1") is made and entered into as of Ac
2008 ("Effective Date") by and between the LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic (the "Agency"), and CP DEVELOPMENT LA QUINTA,
LLC, a California limited liability company ("Developer").
RECITALS:
A. Developer owns fee title to that certain real property located southeast of the
Miles Avenue and Washington Street intersection in the City of La Quinta, California 92253 (the
"Property"). The Property is legally described in Exhibit "A", which is attached hereto and
incorporated herein by this reference.
B. On or about December 18, 2003, the Agency and Developer entered into that
certain Disposition and Development Agreement ("Original DDA") pursuant to which Agency
sold to Developer the Property and certain adjacent real property (the "Adjacent Property"),
and 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 qualified buyers at an affordable sales price (the "Project"). The Adjacent
Property is legally described in Exhibit `B", which is attached hereto and incorporated herein by
this reference.
C. The Original DDA has been amended over time through a series of six (6)
amendments on or about the following dates: October 28, 2004; December 7, 2004; November 2,
2005; October 20, 2006; August 23, 2007; March 19, 2008 (hereinafter collectively referred to as
the "DDA Amendments"). The Original DDA, as amended by the DDA Amendments, is
referred to hereinafter as the "DDA."
D. Pursuant to the DDA, on or about October 20, 2006, Agency and Developer
entered into that certain Amended and Restated Option Agreement which was recorded on
October 24, 2006, as Instrument No. 2006-0780202, in the Official Records of the County of
Riverside (the "Option Agreement").
oil
882/015610-0085
95261301 a10/21/08
E. The Option Agreement grants to Agency an option to repurchase the Property or
Adjacent Property, or portion thereof, from Developer or Developer's successors -in -interest, if
(i) Developer fails to commence, continuously proceed with, or complete construction of the
Project or portion thereof within certain specified time frames, or (ii) Developer transfers the
Property or Adjacent Property, or portion thereof, in violation of the terms of the DDA, all as
further described therein. Developer has sold or transferred the Adjacent Property to other
developer entities, with the consent of the Agency.
F. The Option Agreement requires the Developer to complete the "Residential
Development" (as that term is defined in the DDA) within eighteen (18) months after the City's
issuance of final building permits for the Residential Development, and under the DDA, such
final building permits were required to have been obtained by February 3, 2007. The
Completion Deadline for the Residential Development pursuant to the Option Agreement is thus
August 3, 2008.
G. Pursuant to the Option Agreement, the Agency may exercise Repurchase Option
II with respect to the real property on which the Residential Development is required to be
constructed (the "Residential Parcel") for a period of ninety (90) days commencing on August
3, 2008. The Residential Parcel is legally described in Exhibit "C", which is attached hereto and
incorporated herein by this reference.
H. Developer and Agency now wish to extend the Completion Deadline in the
Option Agreement to enable Developer to explore development options for the Residential
Parcel that differ from the requirements of the DDA, including the possibility of developing
thereon an assisted living facility. Unless specifically defined herein, all terms used herein shall
have the meanings ascribed thereto in the Option Agreement.
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:
1. With respect to the Property, the Option Agreement is hereby amended to revise the
Completion Deadline for the Residential Development to August 3, 2009.
2. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and
conditions of the Option Agreement shall remain in full force and effect.
3. 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.
4. This Amendment No. 1 shall be construed according to its fair meaning and as if
prepared by both parties hereto.
882/015610-0085 95261S.OIe10/21/OB IIIIIII IIIIIII III ME111111111111111111111111111111 IN10/30/20020000R
2008-0577499
5. 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
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. 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.
6. Time is of the essence of this Amendment No. 1 and of each and every term and
provision hereof
7. 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.
8. 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.
[Signatures on next page]
I IIIIII IIIIII III IIIIII IIIII IIIII IIIIII III IIIII IIII IIII 10 3008 00£7080900R
982/015610-0085
952615 01 .10/21/08
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. I to be
effective as of the day and year first written above.
Date: 0g-rcw-.E;2 a3 2008
Date: 7-:3, , 2008
/O /a 8 .2008
J.
APPROVED AS TO FORM:
RUA.a
Ane
R, P
By:
nson,Zc2y Counsel
"Developer"
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
By:�
Richar Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager %�
By:�. �< J v _ (14—�
Richard Oliphant
Its: President
"Agency"
LA QUINTA REDEVELOPMENT AGENCY,
appu bo y, corporate d a tltic
By:,�rr� c,N'
Executive Director
11111111111111111111111111111111111111111111111111111111a200a 0f ie90eA
882/015610-0095 4_
952615.01 a10/21/O8
State of California )
County of---) I? �
On o C r a3, 2oog' before me, �` L'� L' �D X Notary
Public,
(here insert name and title of the officer)
personally appeared _ �' c%a. cf ® /' -f
who proved to me on the basis of satisfactory evidence to be the person(q whose name(sfi is/a"
subscribed to the within instrument, and acknowledged to me that he/she&ey executed the same
in his/herhheir authorized capacity(ies), and that by his/her/their signatureA on the instrument
the person(s), or the entity upon behalf of which the person(61 acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS y hand an lcial seal. lutle L.
co�x �
Signature Commission • 1730893 [ Seal Notary Public • Cona ( ) forni
Riverside County
State of California )
County of
On t o�a�t � oog before me, 1�I" N Notary
Public,
(here insert name and title of the officer)
personally appeared—, -Dke+u-ar P akk--�
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS and official seal.
Signature
(seal)
lMgt17 Y
Canrnlrbn 11697796
H0 Abre _ C o""
OMdde County
Mycomm.80MOCtI6,201
111111111111111111111111111111111111111111111111111111 16 30asa f8as 10900R
882/015610-0085 -5_
952615.01 a10/21/08
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
PARCEL A OF LOT LINE ADJUSTMENT 2008-495 ...
AND
PARCEL 4 OF PARCEL MAP 31116, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 212, AT
PAGES 60-66, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF RIVERSIDE COUNTY, AS INSTRUMENT NO.2005-0262238.
AND
PARCEL B OF LOT LINE ADJUSTMENT 2006-452 BEING PARCEL 8 AND A PORTION
OF PARCEL 7 OF THE FOREGOING DESCRIBED PARCEL MAP 31116, IN THE CITY OF
LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS RECORDED IN
THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY ON APRIL 19,
2006, AS INSTRUMENT NO.0280726.
882/015610-0085 _
952615.01 .10/21108 -1
I IIIIII IIIIIII III IIIIII IIIII IIIII IIIIII III IIIII IIII IIII 10f 00 60B£ 10900R
EXHIBIT "B"
LEGAL DESCRIPTION OF THE ADJACENT PROPERTY
PARCEL B OF LLA 2008-495,
WE
PARCELS I AND 5 OF PARCEL MAP 31116, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 212, AT
PAGES 60-66, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF RIVERSIDE COUNTY, AS INSTRUMENT NO. 2005-0262238.
AND
PARCEL "A" OF LOT LINE ADJUSTMENT NO.2006-452, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
PARCEL 6 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 EASTERLY CORNER OF SAID PARCEL 7;
THENCE ALONG THE SOUTHEASTERLY, SOUTHWESTERLY AND
NORTHWESTERLY BOUNDARY LINES OF SAID PARCEL 7 THROUGH THE
FOLLOWING FIVE (5) COURSES:
(1) SOUTH 43°56'44" WEST, A DISTANCE OF 357.95 FEET TO THE BEGINNING OF
A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF
4,565.17 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH
42°59'27" EAST;
(2) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 02057'46", AN ARC DISTANCE OF 236.07 FEET TO A POINT,
A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 40001'41" EAST;
(3) THENCE NON -TANGENT TO SAID CURVE SOUTH 00°17'35" EAST, A DISTANCE
OF 11.03 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE
SOUTHWESTERLY, HAVING A RADIUS OF 2,500.00 FEET, A RADIAL LINE PASSING
THROUGH SAID POINT BEARS NORTH 36057'27" EAST;
9szb s of aloavos I IIIIII IIIIIII III IIIIII IIIII IIIII IIIIII III Hill IIII IIII 16 230/7 of 22b s 1996OA
(4) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 05°43'47", AN ARC DISTANCE OF 250.01 FEET TO A POINT,
A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 31013'40" EAST;
(5) THENCE NON -TANGENT TO SAID CURVE NORTH 28°29'24" EAST, A DISTANCE
OF 153.02 FEET TO AN ANGLE POINT IN THE SOUTHEASTERLY BOUNDARY LINE
OF SAID PARCEL 6 OF PARCEL MAP NO.31116;
THENCE LEAVING THE BOUNDARY LINES OF SAID PARCEL 7 AND ALONG THE
SOUTHWESTERLY, WESTERLY, NORTHERLY AND EASTERLY LINES OF SAID
PARCEL 6 THROUGH THE FOLLOWING FIFTEEN (15) COURSES:
(1) THENCE NORTH 61°30'36" WEST, A DISTANCE OF 150.00 FEET;
(2) THENCE SOUTH 28°29'24" WEST A DISTANCE OF 150.35 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING
A RADIUS OF 2,500.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT
BEARS NORTH 27047'20" EAST;
(3) THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 09043' 18", AN ARC DISTANCE OF 424.19 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING
A RADIUS OF 2,095.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT
BEARS NORTH 75025'34" EAST;
(4) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 02056'54", an arc distance of 107.80 feet to the beginning of a
reverse curve concave easterly, having a radius of 18.00 feet, a radial line passing through said
point bears south 72p28'40" west;
(5) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 27042'25", AN ARC DISTANCE OF 8.70 FEET TO THE
BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY, HAVING A RADIUS OF
82.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH
79°48'55" EAST;
(6) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 29001'21 ", AN ARC DISTANCE OF 41.54 FEET TO THE
BEGINNING OF A COMPOUND CURVE, CONCAVE WESTERLY, HAVING A RADIUS
OF 2,107.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH
71°09'44" EAST;
(7) THENCE NORTHERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 03016'31", AN ARC DISTANCE OF 120.45 FEET;
(8) THENCE NON -TANGENT TO LAST SAID CURVE NORTH 22°46'41" EAST,
A DISTANCE OF 5.77 FEET;
882/015610-0085
952615.01 a10/21108 -3-
IIIIII IIIIIII III IIIIII IIIII IIIII IIIIII III IIIII IIII IIII 200 80 f 10
10 00R
(9) THENCE NORTH 67°06'56" EAST, A DISTANCE OF 52.05 FEET TO THE
BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING
A RADIUS OF 540.00 FEET;
(10) THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 15052'03", AN ARC DISTANCE OF 149.55 FEET TO THE
BEGINNING OF A REVERSE CURVE CONCAVE SOUTHEASTERLY, HAVING
A RADIUS OF 810.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS
NORTH 38045'07" WEST;
(11) THENCE NORTHEASTERLY ALONG THE ARC OF LAST SAID CURVE,
THROUGH A CENTRAL ANGLE OF 31-10'05", AN ARC DISTANCE OF 440.63 FEET
TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY, HAVING
A RADIUS OF 840.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS
SOUTH 07035'02" EAST;
(12) THENCE EASTERLY ALONG THE ARC OF LAST SAID CURVE, THROUGH
A CENTRAL ANGLE OF 13034'42", AN ARC DISTANCE OF 199.07 FEET;
(13) THENCE NON -TANGENT TO LAST SAID CURVE SOUTH 16°39' 14" EAST,
A DISTANCE OF 55.87 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE
WESTERLY, HAVING A RADIUS OF 250.00 FEET;
(14) THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH
A CENTRAL ANGLE OF 20°41'22", AN ARC DISTANCE OF 90.27 FEET;
(15) THENCE TANGENT TO SAID CURVE SOUTH 04°02'08" WEST A DISTANCE OF
333.46 FEET TO THE NORTHWESTERLY PROLONGATION OF THE NORTHEASTERLY
LINE OF SAID PARCEL 7;
THENCE LEAVING SAID BOUNDARY LINES OF PARCEL 6 AND ALONG SAID
PROLONGATION AND SAID NORTHEASTERLY LINE OF PARCEL 7 SOUTH 50010,13"
EAST, A DISTANCE OF 592.88 FEET TO THE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -OF -WAY
OF RECORD.
CONTAINING 588,702 SQUARE FEET OR 13.515 ACRES, MORE OR LESS.
111111111 II II II 111110 9of 10900E
882/015610-0085
95261501 .10/21/08 -4'-
EXHIBIT "C"
LEGAL DESCRIPTION OF THE RESIDENTIAL PARCEL
PARCEL B OF LOT LINE ADJUSTMENT 2006A52, RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF RIVERSIDE COUNTY ON APRIL 19, 2006, AS INSTRUMENT
NO. 0280726, BEING PARCEL 8 AND A PORTION OF PARCEL 7 OF PARCEL MAP
31116, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 212, AT PAGES 60-66,
INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY, AS INSTRUMENT NO.2005-0262238.
I��II II IIII11111111111111111111111111111111111111111 10 30ea 0of 1000R
982/015610.0095
952615 01 a10/21/08 'S'