2004-11-23 Center Pointe - Option Agreement - NOT RecordedFREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
(SPACE ABOVE THIS LINE FOR RECORDING USE)
(EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383)
OPTION AGREEMENT
NOTICE: THIS OPTION AGREEMENT CONTAINS A SUBORDINATION
CLAUSE WHICH MAY RESULT IN YOUR SECURITY INTEREST IN THE
PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE
LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
THIS OPTION AGREEMENT ("Option Agreement") is made this;93 Iday of
2004 (the "Effective Date"), by CP DEVELOPMENT LA QUINTA, LLC, a California limited
liability company ("Developer"), and the LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic ("Agency").
RECITALS
A. Developer has entered into a Disposition and Development Agreement dated
December 18, 2003, and amended October 28, 2004 (the "DDA") with the La Quinta
Redevelopment Agency ("Agency"), pursuant to which Agency conveyed to Developer that
certain real property located southeast of the Miles Avenue and Washington Street intersection,
in the City of La Quinta, County of Riverside, State of California (the "Site"). All defined terms
used herein shall have the same meaning as set forth in the DDA unless otherwise stated. The
Site is legally described in Exhibit "A" attached hereto and incorporated herein.
B. Pursuant to the DDA, Developer has agreed to construct on the Site a commercial
development that consists of a medical office/surgical facility ("Medical Office/Surgical
Facility"); a development containing approximately twenty-six (26) sanctuary villas ("Sanctuary
Villas Development"); a mid -price suites hotel containing approximately one hundred thirty-four
(134) guest rooms ("Suites Hotel"); a resort -style condominium/casitas project containing
approximately one hundred thirty-six (136) condominium/casitas units ("Casitas Development");
two (2) sit-down restaurants (individually, a "Restaurant," and collectively, the "Restaurants"); a
residential development containing thirteen (13) single-family homes ("Parcel 5 Residential
Development'); and a residential development containing fifty-four (54) single-family homes
("Parcel 7 Residential Development'), forty (40) of which shall be restricted for sale to Eligible
Buyers at an Affordable Housing Cost (collectively, the "Project'). Certain components of the
Project shall be constructed in multiple phases, as follows: The Medical Office/Surgical Facility
shall be constructed in four (4) phases; the Casitas Development shall be constructed in three (3)
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phases; and the Sanctuary Villas Development shall be constructed in two (2) phases. Each
phase of the Medical Office/Surgical Facility, the Casitas Development, and the Sanctuary Villas
Development, and each of the Suites Hotel, the Parcel 5 Residential Development, the Parcel 7
Residential Development, and each Restaurant constitutes a "Phase of Development," as further
described in the DDA.
C. Each Phase of Development shall be constructed on the Site in accordance with
the site map attached hereto and incorporated herein as Exhibit "D" (the "Site Map"), as further
described in the DDA.
D. As a condition to the Agency's conveyance of the Site to Developer, Developer
was required to grant to Agency an option to repurchase the Site, or a portion thereof, from
Developer, if (i) Developer fails to commence, continuously proceed with, or complete
construction of the Project or any particular Phase of Development within certain specified time
frames, or (ii) Developer transfers the Site, or portion thereof, in violation of the terms of the
DDA, all as further described herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and incorporating the above recitals and all of the terms and
conditions contained in the DDA, Developer hereby grants to Agency the following repurchase
options:
1. Repurchase Option I - Failure to Commence Construction
Subject to Section 4(f), Developer hereby grants to Agency an exclusive option to
repurchase (i) the Site, or any portion thereof, if Developer fails to commence construction of the
Project within one hundred thirty (130) days after the Effective Date; or (ii) any of the individual
Parcels then -comprising the Site on which Developer has failed to commence construction (as
defined below) of the applicable Phase of Development ("Option I Parcel(s)") within the times
set forth in the Commencement and Completion Schedule attached hereto and incorporated
herein as Exhibit `B" (collectively, "Repurchase Option I"). Agency's Repurchase Option I
pursuant to clause (ii) above shall also include the option to purchase any "Related Parcel" to the
Option I Parcel(s) on which Developer has not yet commenced construction. For the purposes of
this Option Agreement, (a) the term commence construction" shall mean Developer's
substantial commencement, and thereafter. uninterrupted continuation, of excavation work or
physical construction on the Site or applicable Parcel, subject to Section 4(f) below, but shall not
include any grading work or utility installation that was completed by Developer prior to the .
Effective Date hereof, and (b) the term "Related Parcel" shall mean any Parcel that has a
substantially similar use as another Parcel, as set forth in Exhibit "C", which is attached hereto
and incorporated herein by this reference.
In the event of Developer's failure to commence construction of the Project or a specific
Phase of Development within the time period described above, Agency shall be entitled to
exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days
following the expiration of the time period described above (after expiration of the cure period
described in Sections 4(b) and 4(c) hereof) ("Repurchase Option I Period").
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(a) Exercise of Option
Agency shall exercise the Repurchase Option I by giving written notice to Developer
("Agency's Notice of Option 1 Exercise"), in accordance with Section 5 of this Option
Agreement, prior to the expiration of the Repurchase Option I Period. Notwithstanding anything
herein to the contrary, (i) failure of Agency to exercise the Repurchase Option I with respect to
Developer's failure to timely commence construction of the Project shall not constitute a waiver
by Agency of any remedies it may have under the terms of the DDA or of any other agreement
for Developer's failure to timely commence construction of the Project, and shall not constitute a
waiver of Agency of its exercise of this Repurchase Option I with respect to Developer's failure
to timely commence construction of a particular Phase of Development; and (ii) failure of
Agency to exercise the Repurchase Option I with respect to Developer's failure to timely
commence construction of a particular Phase of Development shall not constitute a waiver by
Agency of any remedies it may have under the terms of the DDA or of any other Agreement for
Developer's failure to timely commence construction of that Phase of Development and shall not
constitute a waiver of Agency of its exercise of this Repurchase Option I with respect to
Developer's failure to timely commence construction of any other Phase of Development. Any
Agency waiver as described in the preceding sentence shall not be deemed a waiver of any other
Developer breach of the terms or conditions of the DDA.
(b) Repurchase Price - Repurchase Option I
Agency's repurchase price for the Site, or portion thereof, or for the Option I Parcel(s)
and any Related Parcels Agency is entitled, and elects, to purchase ("Repurchase Option I
Repurchase Price"), shall be seventy-five percent (75%) of Developer's Purchase Price for the
Site, portion thereof, or applicable Parcel(s), as set forth in Exhibit "D", which is attached hereto
and incorporated herein by this reference.
2. Repurchase Option II - Failure to Continuously Proceed With or Complete
Construction
Developer hereby grants to Agency an exclusive option to repurchase any individual
Parcel then -comprising the Site ("Option II Parcel(s)"), and any Related Parcel(s) to the Option
II Parcel(s) on which Developer has not yet commenced construction if, after commencement of
construction of the Phase of Development to be constructed on the Option II Parcel(s),
Developer fails to continuously proceed with, and complete, construction of such Phase of
Development on the Option II Parcel(s) (collectively, "Repurchase Option II"). For purposes of
this Option Agreement, "continuously proceed with construction" shall be defined as
construction that is interrupted, if at all, for periods of no longer than thirty (30) days; and
"completion of construction of the Phase of Development" shall be defined as City's final
inspection of the Phase of Development by the date set forth in the Commencement and
Completion Schedule, subject to Section 4(0 below ("Completion Deadline"). In the event of
Developer's failure to continuously proceed with construction, or to complete construction of
any Phase of Development by the Completion Deadline, Agency shall be entitled to exercise, but
is not obligated to exercise, the foregoing option for a period of ninety (90) days following the
applicable Completion Deadline (after expiration of the cure period described in Sections 4(b)
and 4(c) hereof) ("Repurchase Option II Period").
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(a) Exercise of Option
Agency shall exercise the Repurchase Option II by giving written notice to Developer, in
accordance with Section 5 of this Option Agreement, prior to the expiration of the Repurchase
Option II Period. Failure of Agency to exercise the Repurchase Option II with respect to a
particular Phase of Development shall constitute a waiver by Agency of Developer's breach of
its obligation to continuously proceed with and complete construction of that Phase of
Development within the time set forth in the Commencement and Completion Schedule. Any
Agency waiver as described in the preceding sentence shall not be deemed a waiver of
Developer's obligation to continuously proceed with and complete construction of any other
Phase of Development within the time set forth in the Commencement and Completion
Schedule, or of any other Developer breach of the terms or conditions of the DDA.
(b) Determination of Repurchase Price - Repurchase Option II
Agency's repurchase price for the Option II Parcel(s) and any Related Parcel(s) Agency
is entitled, and elects, to purchase ("Repurchase Option II Repurchase Price"), shall be the sum
of (a) Developer's Purchase Price for the Option Il Parcel(s) plus thirty-three and three -tenths
percent (33.3%) of "Developer's Construction Costs," and (b) seventy-five percent (75%) of
Developer's Purchase Price for the Related Parcel(s) Developer is entitled, and elects, to
purchase. For purposes of this Option Agreement, the term "Developer's Construction Costs"
shall mean, with respect to development of the Phase of Development to be constructed on the
Option II Parcel(s), the lesser of (i) construction costs actually incurred by Developer for
development of said Phase of Development from the DDA Date to the date Agency's exercises
this Repurchase Option II (the "Construction Period"), and (ii) the constructions costs for the
Construction Period set forth in Developer's Preliminary Budget, as approved by Agency as part
of Agency's approval of Developer's financing, in accordance with Section 311 of the DDA,
which costs may include (i) the amount paid by Developer to the contractor or contractors
performing the works of improvement; (ii) reasonable inspection and testing costs paid by
Developer to independent third party engineers or consultants in conjunction with said works of
improvement (but not including costs, fees, charges, or profits allocated to Developer's own
internal administrative, payroll, or overhead expenses or to any person or entity affiliated with
Developer; (iii) costs and fees paid by Developer to independent third party engineers or
consultants with respect to the planning, design, and engineering of the works of improvement
(but not including costs, fees, charges, or profits allocated to the Developer's own internal
administrative, payroll, or overhead expenses or to any person or entity affiliated with
Developer); and (iv) the costs and fees incurred by Developer, if any, to obtain financing for the
construction of the works of improvement.
Repurchase Option III - Transfer of the Site
Developer hereby grants to Agency an exclusive option to repurchase (i) the Site if, prior
to the time Agency issues a Release of Construction Covenants for any Phase of Development to
be constructed thereon, Developer transfers or suffers an involuntary transfer of the Site in
violation of the terms of the DDA; or (ii) any of the individual Parcels then -comprising the Site
(the "Option III Parcel(s)") and any Related Parcel(s) to the Option III Parcel(s) on which
Developer has not yet commenced construction if, prior to the time Agency issues a Release of
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Construction Covenants for the Phase of Development to be constructed on the Option III
Parcel(s), Developer transfers or suffers an involuntary transfer of the Option III Parcel(s)
(collectively, "Repurchase Option III"). In the event of Developer's transfer of the Site or any
individual Parcels then -comprising the Site in violation of the DDA, Agency shall be entitled to
exercise, but is not obligated to exercise, the foregoing option for a period of ninety (90) days
following the transfer that gives rise to Agency's option under this Section ("Repurchase Option
III Period").
(a) Exercise of Option
Agency shall exercise the Repurchase Option III by giving written notice to Developer
("Agency's Notice of Option III Exercise"), in accordance with Section 5 of this Option
Agreement, prior to the expiration of the Repurchase Option III Period. Notwithstanding
anything herein to the contrary, (i) failure of Agency to exercise the Repurchase Option III with
respect to Developer's transfer or sufferance of an involuntary transfer of the Site shall not
constitute a waiver by Agency of any remedies it may have under the terms of the DDA or of
any other agreement for Developer's transfer or sufferance of an involuntary transfer of the Site,
and (ii) failure of Agency to exercise the Repurchase Option III with respect to Developer's
transfer or sufferance of an involuntary transfer of a Parcel shall not constitute a waiver by
Agency of any remedies it may have under the terms of the DDA or of any other agreement for
Developer's transfer or sufferance of an involuntary transfer of the Parcel, and shall not
constitute a waiver by Agency of its exercise of this Repurchase Option III with respect to any
other Parcel then -comprising the Site. Any Agency waiver as described in the preceding
sentence shall not be deemed a waiver of any other Developer breach of the terms or conditions
of the DDA.
(b) Repurchase Price - Repurchase Option III
Agency's repurchase price for the Site or for the Option III Parcel(s) and any Related
Parcels Agency is entitled, and elects, to purchase ("Repurchase Option III Repurchase Price")
shall be as follows:
i) In the event Developer has not yet commenced construction of the
Project or applicable Phase of Development at the time Agency exercises its Repurchase Option
III, Agency's Repurchase Option III Price shall be the Repurchase Option I Repurchase Price, as
set forth in Section 1(b) of this Option Agreement.
ii) In the event Developer has commenced construction of the Project
or applicable Phase of Development at the time Agency exercises its Repurchase Option III,
Agency's Repurchase Option III Repurchase Price shall be (1) for the Option III Parcel(s), the
Repurchase Option II Repurchase Price, as set forth in Section 2(b) of this Option Agreement,
and (2) for the Related Parcels Agency is entitled, and elects, to purchase, the Repurchase Option
I Repurchase Price, as set forth in Section l(b) of this Option Agreement.
4. Additional Terms Applicable to the Repurchase Options
The following additional terms shall apply to Repurchase Option I, Repurchase Option II,
and Repurchase Option III:
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(a) Successors and Assigns. The Repurchase Option I, Repurchase Option II,
and Repurchase Option III created hereby shall be irrevocable by Developer and, subject to any
subordination by Agency in accordance with paragraph (e) below, shall be binding upon the
successors and assigns of Developer.
(b) Developer's Right to Cure Certain Defaults. Notwithstanding anything
herein to the contrary, Agency shall not be entitled to exercise Repurchase Option I or
Repurchase Option II until Agency has provided a written notice to Developer regarding
Developer's failure to commence, continuously proceed with, or complete, construction of the
Project (with any of the above failures referred to hereinafter as an "Option Triggering Event"),
and Developer has not, within sixty (60) days after receipt of such notice, cured, corrected, or
remedied such Option Triggering Event, or, for those Option Triggering Events that cannot
reasonably be cured, corrected, or remedied within sixty (60) days, commenced to cure, correct
or remedy such Option Triggering Event within said sixty (60) day period, and diligently
prosecute the same to completion.
(c) Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure.
With respect to any mortgage or deed of trust granted by Developer, whenever the Agency may
deliver any notice or demand to Developer with respect to an Option Triggering Event, the
Agency shall at the same time deliver a copy of such notice or demand to each holder of record.
of any mortgage or deed of trust which has previously requested such notice in writing. Each
such holder shall (insofar as the rights granted by the Agency are concerned) have the right, at its
option, within sixty (60) days after the receipt of the notice, to cure or remedy or commence to
cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such
default and to add the cost thereof to the mortgage debt and the lien of its mortgage. It is
understood that a holder shall be deemed to have satisfied the sixty (60) day time limit set forth
above for commencing to cure or remedy a Developer default which requires title and/or
possession of the Property (or portion thereof) if and to the extent any such holder has within
such sixty (60) day period commenced proceedings to obtain title and/or possession and
thereafter the holder diligently pursues such proceedings to completion and cures or remedies the
default.
(d) No Agency ag tion. Notwithstanding any covenant, term, or provision
in this Section 4 to the contrary, Agency shall not be obligated to exercise Repurchase Option I,
Repurchase Option II, or Repurchase Option III.
(e) Termination of Option Agreement. In the event Developer commences
and completes construction of any particular Phase of Development and Agency has not
exercised Repurchase Option I, Repurchase Option II, or Repurchase Option III, Agency shall
execute and record a termination of this Option Agreement with respect to the underlying Parcel
of said Phase of Development within fifteen (15) business days after the final and permanent
Certificate of Occupancy for the Phase of Development is issued by the City.
(f) Enforced Delay. Notwithstanding anything to the contrary herein, in
addition to specific provisions of this Option Agreement, performance by either party hereunder
shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes;
lock -outs; riots; floods; earthquakes; fires; casualties; supernatural causes; acts of the public
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enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation;
governmental restrictions or priority litigation; unusually severe weather; inability to secure
necessary labor, materials or tools; acts of the other party; acts or the failure to act of a public or
governmental agency or entity (except that acts or the failure to act of Agency shall not excuse
performance by Agency unless the act or failure is caused by the acts or omissions of
Developer); or any other causes beyond the reasonable control or without the fault of the party
claiming an extension of time to perform. In the event of such a delay (herein "Enforced
Delay"), the party delayed shall continue to exercise commercially reasonable efforts to
minimize the period of the delay. An extension of time for any such cause shall be limited to the
period of the Enforced Delay, and shall commence to run from the time of the commencement of
the cause, provided notice by the party claiming such extension is sent to the other party within
thirty (30) days following the commencement of the cause. The following shall not be
considered as events or causes beyond the control of Developer, and shall not entitle Developer
to an extension of time to perform: (i) Developer's failure to obtain financing for the Project or
for any Phase of Development, (ii) Developer's failure to negotiate agreements with prospective
tenants or users for the Project or for any Phase of Development, (iii) interest rates or (iv)
economic or market conditions. Times of performance under this Option Agreement may also
be extended by mutual written agreement by Agency and Developer. Agency's Executive
Director shall also have the authority on behalf of Agency to administratively approve extensions
of time not to exceed a cumulative total of one (1) year.
(g) Subordination. The Agency agrees to subordinate Repurchase Option II
and Repurchase Option III to Developer's construction loan(s) for each Phase of Development
and to the deed of trust securing Developer's investor's loan for Developer's construction of the
Suites Hotel on the. Suites Hotel Parcel, the Parcel 2 Casitas Development Component on Casitas
Parcel 2, the Parcel 3 Casitas Development Component on Casitas Parcel 3, and the Parcel 4
Casitas Development Component on Casitas Parcel 4, provided all of the following conditions
are met:
i) Loan Amount.
(1) for the Parcel A Medical Office/Surgical Facility
Component, the Parcel 1 Restaurant, the Parcel 5 Residential Development, the Parcel 7
Residential Development, the Parcel 8 Sanctuary Villas Component, the Parcel 9 Sanctuary
Villas Component, the Parcel 10 Medical .Office/Surgical Facility Component, the Parcel I I
Medical Office%Surgical Facility Component, the Parcel 12 Medical Office/Surgical Facility
Component, and the Parcel 13 Restaurant, the maximum cumulative principal amount of the
construction loan for the applicable Phase of Development shall not exceed ninety percent (90%)
of the lender's appraised value of the Parcel on which said Phase of Development shall be
constructed, upon completion of the Phase of Development, which amount shall be verified in
writing to Agency Executive Director's reasonable satisfaction, and
(2) for the Suites Hotel, the Parcel 2 Casitas Development
Component, the Parcel 3 Casitas Development Component, and the Parcel 4 Casitas
Development Component, the maximum cumulative principal amount, collectively, of
Developer's construction loan plus Developer's investor's loan, shall not exceed ninety percent
(90%) of the lender's appraised value of the Parcel on which the applicable Phase of .
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Development shall be constructed, upon completion of the Phase of Development, which amount
shall be verified in writing to Agency Executive Director's reasonable satisfaction;
ii) Use of Loan Proceeds. The loan(§) shall obligate Developer to
expend loan proceeds for no other purpose than the applicable Phase of Development; and
iii) Notice and Agency's Opportunity to Cure. The loan(s) shall
provide that any notice of a Developer breach or default shall also be sent to the Agency at the
address listed in Section 5 and that upon receipt of such notice, Agency shall have the right to
(A) cure the noticed breach or default, (B) negotiate with the lender regarding the noticed breach
or default, and (C) purchase the Site from Developer subject to the construction lender's deed of
trust, without the consent of Developer or the holder of the construction lender's deed of trust,
and that Agency's exercise of the foregoing rights shall not, in and of itself, give rise to any right
on the part of the lender to accelerate the amounts due under the loan.
(h) Agency's Investigation of Site. Agency shall have forty-five (45) days
after the occurrence of an event that triggers Agency's ability to exercise any of Repurchase
Option I, Repurchase Option II, or Repurchase Option III to enter upon the Site (or applicable
portion thereof) to conduct any tests, inspections, investigations, or studies of the condition of
the Site (or applicable portion thereof). Developer shall permit Agency access to the Site (or
applicable portion thereof) for such purposes. Agency's obligation to close "Escrow" (as defined
below) shall be subject to Agency's approval of any environmental and other site testing
conducted by Agency in Agency's discretion. Agency shall indemnify, defend, and hold
harmless Developer and its officers, directors, shareholders, employees, agents, and
representatives from and against all claims, liabilities, or damages, and including expert witness
fees and reasonable attorney's fees and costs, arising out of any such testing, inspection, or
investigatory activity on the Site (or applicable portion thereof).
(i) Escrow Provisions.
i) Within five (5) business days after Agency has exercised
Repurchase Option I, Repurchase Option II, or Repurchase Option III (as applicable), or as soon
thereafter as reasonably practicable, an escrow shall be opened ("Escrow") with an escrow
company selected by Agency for the reconveyance of the Site (or applicable portion thereof) to
Agency ("Escrow Holder"). Escrow shall be deemed opened on the date that a fully executed
copy of this Option Agreement and a notice of exercise of option prepared by Agency are
delivered to Escrow Holder ("Opening of Escrow"). Escrow Holder shall notify Developer and
Agency in writing of the date of the Opening of Escrow promptly following the opening of the
Escrow.
ii) Escrow shall close on or before the date that is ninety (90) days
after the Opening of Escrow ("Close of Escrow" or "Closing Date"). The terms "Close of
Escrow" and "Closing Date" shall mean the date the grant deed conveying fee title to Agency
("Agency Grant Deed") is recorded in the Office of the County Recorder of the County of
Riverside, State of California. Possession of the Site, or portion thereof, shall be delivered to
Agency at the Close of Escrow.
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iii) This Option Agreement, together with any standard instructions of
Escrow Holder, shall constitute the joint escrow instructions of Developer and Agency to Escrow
Holder as well as an agreement between Developer and Agency. In the event of any conflict
between the provisions of this Option Agreement and Escrow Holder's standard instructions, this
Option Agreement shall prevail.
iv) The Escrow shall be subject to Agency's approval of a then -current
preliminary title report. Any monetary lien(s) or encumbrance(s) shown on such preliminary
title report that is (are) created concurrent with or after the close of escrow that conveyed the Site
from Agency to Developer shall be removed by Developer at its sole expense prior to the Close
of Escrow pursuant to this Section 4(i) unless such exception(s) is (are) accepted by Agency in
its sole discretion; provided, however, that Agency shall accept the following exceptions to title:
(i) current taxes not yet delinquent, (ii) matters affecting title existing on the date of recordation
of the Grant Deed to the Site (in the form of Attachment No. 4 to the DDA); and (iii) matters
shown as printed exceptions in the standard form ALTA policy of title insurance. In the event
the Site is encumbered by a mortgage or deed of trust, Agency shall be permitted to unilaterally
instruct Escrow Holder to satisfy the indebtedness secured thereby out of the proceeds payable to
Developer through the foregoing Escrow. Any additional amount necessary to satisfy such
indebtedness shall be paid by Developer.
v) On or before 1:00 p.m. on the last business day preceding the
scheduled Closing Date, Agency shall deposit in Escrow (i) the applicable of the Repurchase
Option I Repurchase Price, the Repurchase Option II Repurchase Price, or the Repurchase
Option III Repurchase Price; (ii) one-half (1/2) of the escrow fees; (iii) the portion of the title
insurance premium attributable to any extra or extended coverages, or any additional charge
resulting from Agency's request that the amount of insurance be higher than the applicable of the
Repurchase Option I Repurchase Price, the Repurchase Option II Repurchase Price, or the
Repurchase Option III Repurchase Price; and (iv) any and all additional instruments or other
documents required from Agency (executed and acknowledged if appropriate) as may be
necessary in order to effect the transfer of the Site, or applicable portion thereof, to Agency. On
or before 1:00 p.m. on the last business day preceding the scheduled Closing Date, Developer
shall deposit in Escrow (i) the Agency Grant Deed, executed and acknowledged; (ii) one-half
(1/2) of the escrow fees; and (iii) any and all additional instruments or other documents required
from Developer (executed and acknowledged if appropriate) as may be necessary in order to
effect the transfer of the Site, or applicable portion thereof, to Agency. Developer shall also be
required to pay for documentary tax stamps, recording fees, and for an ALTA standard form
owner's policy of title insurance in the amount of the Repurchase Option I Repurchase Price, the
Repurchase Option II Repurchase Price, or the Repurchase Option III Repurchase Price (as
applicable), showing title vested in Agency free and clear of all liens and encumbrances except
those permitted by paragraph (4) above (the "Title Policy"). Agency's receipt of the Title Policy
shall be a condition to the Close of Escrow. Any other costs and expenses shall be allocated
between the parties in the manner customary for a commercial property conveyance in Riverside
County.
vi) If, on or before the Closing Date, Escrow Holder has received all
of the documents and funds listed in paragraph (5) above, and Escrow Holder is in a position to
cause the Title Policy to be issued to Agency, and provided Agency has approved of the
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condition of the Site, or applicable portion thereof, Escrow Holder shall close the Escrow by
taking the following actions: (i) recording the Agency Grant Deed in the office of the County
Recorder of the County of Riverside, California, and delivering the recorded Agency Grant Deed
to Agency; (ii) causing the Title Policy to be issued to Agency; and (iii) delivering the applicable
of the Option I Repurchase Price, the Option II Repurchase Price, or the Option III Repurchase
Price to Developer.
0) Agency's Right to Acquire the Site. Notwithstanding anything herein to
the contrary, upon Agency's exercise of Repurchase Option I, Repurchase Option II, or
Repurchase Option III, Developer's commencement to cure the default that led to Agency's
exercise shall not affect Agency's right to close the Escrow and acquire the Site (or applicable
portion thereof).
(k) Agency'spurchase of Uncompleted Portions of the Property.
Notwithstanding anything herein to the contrary, in the event that as a result of Agency
exercising Repurchase Option II or Repurchase Option III Agency acquires Residential Parcel 5
and/or Residential Parcel 7, if Developer has obtained a Certificate of Completion from the City
for one or more of the lots that comprise either of said Parcels, (i) the provisions of this Option
Agreement shall apply only to that portion of Residential Parcel 5 and/or Residential Parcel 7 (as
applicable) for which Certificates of Completion have not been issued ("Uncompleted Portion of
the Repurchase Property") and any calculations for determining the Repurchase Option II
Repurchase Price or the Repurchase Option III Repurchase Price (as applicable) shall be based
solely upon the Uncompleted Portion of the Repurchase Property, and (ii) Developer agrees to
cooperate with Agency to effect the subdivision of the Uncompleted Portion of the Repurchase
Property from the completed portions of Residential Parcel 5 and/or Residential Parcel 7 (as
applicable) (those portions of the Repurchase Property for which Certificates of Completion have
been issued).
(1) Agency's Rgpurchase in Accordance With Site Map The parties
acknowledge and agree that the Site Map is not a legal description and that Developer intends to
record a parcel map against the Site that will create legal parcels that differ from the lots depicted
on the Site Map (the "Parcel Map"). Notwithstanding the recordation of the Parcel Map, the
parties intend that the options granted herein are granted with respect to the lots as depicted in
the Site Map and that such lots may or may not constitute legal parcels; provided, however, that
if the Agency exercises its rights granted herein after the Parcel Map has been recorded, the outer
boundaries of the lot(s) purchased shall not extend beyond the outer boundaries of the
corresponding parcel as depicted on the Parcel Map.
5. Notices, Demands and Communications Between the Parties
Formal notices, demands, and communications between Agency and Developer shall be
given either by (i) personal service, (ii) delivery by reputable document delivery service such as
Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the
United States mail, certified mail, postage prepaid, return receipt requested, addressed to:
882/015610-0061
556650.03 AM04 -1 0-
To Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
With a copy to: Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, California 92626
Attn: M. Katherine Jenson, Esq.
To Developer: CP Development La Quinta, LLC
77-900 Avenue of the States
Palm Desert, CA 92211
Attn: Richard Oliphant
With copies to: Selzer, Ealy, Hemphill & Blasdell, LLP
777 Tahquitz Canyon Way, Suite 328
Palm Springs, CA 92262
Attn: Emily Perri Hemphill
and Genesis Hotel Development LLC
76890 Sandpiper Drive
Indian Wells, CA 92210
Attn: Francis A. Wong
Notices personally delivered or delivered by document delivery service shall be deemed
effective upon receipt. Notices mailed in the manner provided above shall be deemed effective
on the second business day following deposit in the United States mail. Such written notices,
demands, and communications shall be sent in the same manner to such other addresses as either
party may from time to time designate by mail.
6. Agency's Option to Acquire Plans
If Agency exercises Repurchase Option I, Repurchase Option II, or Repurchase Option
III in accordance with this Agreement, at the option of the Agency, which may be exercised in
the Agency's sole and absolute discretion, the Developer shall deliver to the Agency an executed
assignment in a form reasonably acceptable to the Agency of the Developer's right to use all
plans, blueprints, drawings, sketches, specifications, tentative or final subdivision maps,
landscape plans, utilities plans, soils reports, noise studies, environmental assessment reports,
grading plans and any other materials relating to (i) the construction of the Project on the Site or
(ii) if Agency acquires less than all of the Site, the construction of the Phases(s) of Development
applicable to the Parcels which the Agency is acquiring (the "Plans"), together with copies of all
of the Plans, as have been prepared for the development of the Site or applicable portion thereof
to date of the termination. Notwithstanding the foregoing, however, Developer does not covenant
to convey to the Agency the copyright or other ownership rights of third parties. Agency
understands and agrees that the assignment to Agency under this Section 6 is subject and
subordinate to any assignment which Developer may make to a lender providing financing for
882.'015610-0061
556650.03 AM04 -11-
the Project or applicable Phase of Development, and Agency agrees to execute any documents
required by such lender acknowledging and effectuating such subordination of Agency's rights
in and to the assignment. Agency's acquisition or use of the Plans or any of them shall be
without any representation or warranty by Developer as to the accuracy or completeness of any
such Plans, and Agency shall assume all risks in the use of the Plans.
7. Applicable Law and Forum; Attorney's Fees
The Municipal and Superior Courts of the State of California in the County of Riverside
shall have the exclusive jurisdiction of any litigation between the parties arising out of this
Option Agreement. This Option Agreement shall be governed by, and construed under, the laws
of the State of California. In addition to any other rights or remedies, either party may take legal
action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any
default, to compel specific performance of this Option Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Option
Agreement. The rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same default or any other default by the
other party. Service of process on Agency shall be made in the manner required by.law for
service on a public entity. Service of process on Developer shall be made in any manner
permitted by law and shall be effective whether served within or outside of California.
If either party to this Option Agreement is required to initiate or defend, or is made a
party to, any action or proceeding in any way connected with this Option Agreement, the party
prevailing in the final judgment in such action or proceeding, in addition to any other relief
which may be granted, shall be entitled to reasonable attorney's fees. Attorney's fees shall
include reasonable costs for investigating such action, conducting discovery, retaining expert
witnesses, and all other necessary costs the court allows which are incurred in such litigation.
8. Nonliability of Agency Officials and Employees
No officer, official, employee, agent, or representative of Agency shall be personally
liable to Developer or any successor in interest, in the event of any default or breach by Agency,
or for any amount which may become due to Developer or its successor, or for breach of any
obligation of the terms of this Option Agreement.
9. Nondiscrimination
Developer covenants for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that there shall be no discrimination against any person on account of
race, color, creed, religion, sex, marital status, national origin, or ancestry with respect to this
Option Agreement or use of the Site.
10. Interpretation
The terms of this Option Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of this Option Agreement or any other rule of construction which might otherwise
882/015610-0061
556650.03 AM04 -12-
apply. The Section headings are for purposes of convenience only, and shall not be construed to
limit or extend the meaning of this Option Agreement.
11. Entire Agreement
This Option Agreement integrates all of the terms and conditions mentioned herein, or
incidental hereto, and supersedes all negotiations or previous agreements between the parties
with respect to all or any part of the subject matter hereof.
All waivers of the provisions of this Option Agreement must be in writing and signed by
the appropriate authorities of the party to be charged, and all amendments and modifications
hereto must be in writing and signed by the appropriate authorities of Agency and Developer.
12. Counterparts
This Option Agreement may be executed in counterparts, each of which, after all the
parties hereto have signed this Option Agreement, shall be deemed to be an original, and such
counterparts shall constitute one and the same instrument.
13. Severability
In the event any section or portion of this Option Agreement shall be held, found, or
determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions
shall remain in effect, and the parties hereto shall take further actions as may be reasonably
necessary and available to them to effectuate the intent of the parties as to all provisions set forth
in this Option Agreement.
[END - SIGNATURES ON NEXT PAGE]
882'015610-0061
556650.03 AM04 -13-
IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the
date first above written.
"DEVELOPER"
CP DEVELOPMENT LA QUINTA, LLC
a California limited liability company
By: Oliphant Family Trust
Its: Membe , (]�
By:
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
By: � zu,
Richard R. Oliphant
Its: President
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
a p�bl�/body, corporate aid c
Its: Executive Director
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Attorneys for the La Quinta Redevelopment
Agency
882/015610-0061
556650.03 AM04 -14-
STATE OF CALIFORNIA )
• ) ss
COUNTY OF �tn}XZ LI(�-D )
On 1 t I Q-'S(-QCQ'A , before mE
personally appeared �Saha-►M�
personally known to me 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.
Witness my hand and official seal.
PHYLLIS MAKEY
corRn�baion N 1378908
Nokry A AC - CdWwla Notary Public
Rk*mkfe county
0-
MVCWMEWM0C11K& 2W6
[SEAL]
STATE OF CALIFORNIA )
ss
COUNTY OF A -0 UkLD )
On 1�-` a-3 `moo , before me,
personally appeared C L. Z .
pgrso ally knox— to me. (or. -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.
Witness my hand and official seal.
[SEAL]
STATE OF CALIFORNIA
882/015610-0061
556650.03 AM04 -15-
ss
COUNTY OF )
On
personally appeared
before me,
personally known to me (or 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.
Witness my hand and official seal.
Notary Public
[SEAL]
882/015610-0061
556650.03 AM04 -16-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE SITE
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA,
THAT PORTION OF THE SOUTH HALF OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE
7 EAST, S.B.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTER ONE -QUARTER CORNER OF SAID. SECTION 19,
ALSO BEING AND ANGLE POINT IN THE CENTERLINE OF MILES AVENUE AS
SHOWN ON TRACT NO. 23971-1, ON FILE IN BOOK 213 AT PAGES 25 THROUGH 30,
INCLUSIVE, OF MAPS, RIVERSIDE COUNTY RECORDS;
THENCE SOUTH 00027'38" EAST, A DISTANCE OF 75.00 FEET TO A LINE PARALLEL
WITH AND 75.00 FEET SOUTHERLY OF SAID CENTERLINE OF MILES AVENUE AND
THE TRUE POINT OF BEGINNING;
THENCE NORTH 89033'22" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF
960.27 FEET;
THENCE NORTH 00026'40" WEST, A DISTANCE OF 20.00 FEET TO A LINE PARALLEL
WITH AND 55.00 FEET SOUTHERLY OF SAID CENTERLINE OF MILES AVENUE;
THENCE NORTH 89033'22" EAST ALONG LAST SAID PARALLEL LINE, A DISTANCE
OF 80.00 FEET;
THENCE SOUTH 00026'40" EAST, A DISTANCE OF 112.88 FEET TO THE BEGINNING
OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 440.00
FEET;
THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
41042'33", AN ARC DISTANCE OF 3 20.3 0FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 44044'32" EAST, A DISTANCE OF
90.06 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 80.00 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
45027'41 ", AN ARC DISTANCE OF 63.48 FEET;
THENCE TANGENT TO SAID CURVE NORTH 89047'47" EAST, A DISTANCE OF 239.56
FEET TO A POINT ON THE EASTERLY LINE OF PARCEL "C" AS DESCRIBED IN DEED
TO STAMKO DEVELOPMENT CO. RECORDED MAY 16, 1994 AS INSTRUMENT NO.
108979, O.R.
THENCE SOUTH 00012'13" EAST ALONG SAID EASTERLY LINE, A DISTANCE OF
790.73 FEET TO AN ANGLE POINT THEREIN;
8821015610-0061
556650.03 AM04 -17-
THENCE SOUTH 43056'42' WEST ALONG THE SOUTHEASTERLY LINE OF SAID
PARCEL "C", A DISTANCE OF 510.61 FEET TO A POINT ON A NON -TANGENT CURVE,
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 4565.17 FEET, A RADIAL
LINE TO SAID POINT BEARS NORTH 42059'27" EAST; ,
THENCE NORTHWESTERLY ALONG SAID CURVE AND THE SOUTHWESTERLY LINE
OF SAID PARCEL "C" THROUGH A CENTRAL ANGLE OF 02057'46", AN ARC
DISTANCE OF 236.07 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 00017'57" EAST ALONG AN
EASTERLY LINE OF SAID PARCEL "C" A DISTANCE OF 11.03 FEET TO A POINT
HEREINAFTER REFERRED TO AS POINT A, BEING ON THE NORTHEASTERLY
RIGHT-OF-WAY LINE OF THE COACHELLA VALLEY WATER DISTRICT FLOOD
CHANNEL AS SHOWN ON C.V.W.D. RIGHT-OF-WAY STATUS MAP DATED APRIL 4,
1968, DRAWING NO. 1758-10;
THENCE CONTINUING SOUTH 00017'57" EAST ALONG LAST SAID EASTERLY LINE
OF PARCEL "C", A DISTANCE OF 386.46 FEET;
THENCE NORTH 48009'56" WEST ALONG THE SOUTHWESTERLY LINE OF SAID
PARCEL "C", A DISTANCE OF 22.00 FEET TO AN ANGLE POINT THEREIN;
THENCE CONTINUING ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL "C"
AND ITS NORTHWESTERLY PROLONGATION NORTH 6402F03" WEST, A DISTANCE
OF 444.84 FEET TO AN ANGLE POINT IN THE SOUTHWESTERLY LINE OF PARCEL 2
AS DESCRIBED IN DEED TO THE LA QUINTA REDEVELOPMENT AGENCY
RECORDED AUGUST 4, 1995 AS INSTRUMENT NO. 255528, O.R.
THENCE NORTH 58014'00" WEST ALONG SAID SOUTHWESTERLY LINE OF PARCEL
2, A DISTANCE OF 320.54 FEET TO A POINT ON A NON -TANGENT CURVE, CONCAVE
WESTERLY AND HAVING A RADIUS OF 2072.00 FEET, A RADIAL LINE TO SAID
POINT BEARS NORTH 86011'26" EAST;
THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
11 °05'41 ", AN ARC DISTANCE OF 401.22 FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 75033'02" EAST, A DISTANCE OF
4.22 FEET TO A POINT ON AFOREMENTIONED NORTHEASTERLY RIGHT-OF-WAY
LINE OF THE COACHELLA VALLEY WATER DISTRICT FLOOD CHANNEL, SAID
LINE BEING A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING
A RADIUS OF 2500.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 17°33'23"
EAST;
THENCE SOUTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 00032'28", AN ARC DISTANCE OF 23.61 FEET TO A POINT HEREINAFTER
REFERRED TO AS POINT B, SAID POINT ALSO BEING ON A NON -TANGENT CURVE,
CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 2092.00 FEET, A RADIAL
LINE TO SAID POINT BEARS NORTH 75053'46" EAST;
882i015610-0061
556650.03 AM04 -18-
THENCE NORTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 07041'06", AN ARC DISTANCE OF 280.60 FEET;
THENCE NON -TANGENT TO SAID CURVE SOUTH 67006'56" WEST, A DISTANCE OF
20.00 FEET TO A POINT ON A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY
AND HAVING A RADIUS OF 2072.00 FEET, A RADIAL LINE TO SAID POINT BEARS
NORTH 68013'18" EAST;
THENCE NORTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 02012'44", AN ARC DISTANCE OF 80.00 FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 67°06'56" EAST, A DISTANCE OF
20.00 FEET TO A POINT ON A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY
AND HAVING A RADIUS OF 2092.00 FEET, A RADIAL LINE TO SAID POINT BEARS
NORTH 66001'12" EAST;
THENCE NORTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL
ANGLE OF 19058'08", AN ARC DISTANCE OF 729.11 FEET;
THENCE NON -TANGENT TO SAID CURVE NORTH 00°28'37" WEST, A DISTANCE OF
153.41 FEET TO A POINT ON A LINE PARALLEL WITH AND 75.00 FEET SOUTHERLY
OF THE AFOREMENTIONED CENTERLINE OF MILES AVENUE;
THENCE NORTH 89031'23" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF
487.01 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION LYING SOUTHWESTERLY OF SAID
NORTHEASTERLY RIGHT-OF-WAY LINE OF THE COACHELLA VALLEY WATER
DISTRICT FLOOD CHANNEL, SAID LINE BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT AFOREMENTIONED POINT A IN SAID NORTHEASTERLY RIGHT-OF-
WAY LINE, SAID POINT BEING ON A NON -TANGENT CURVE, CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 2500.00 FEET, A RADIAL LINE TO
SAID POINT BEARS NORTH 3605727" EAST;
THENCE NORTHWESTERLY ALONG SAID CURVE AND SAID NORTHEASTERLY
RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 18051'35", AN ARC
DISTANCE OF 822.91 FEET TO AFOREMENTIONED POINT B.
SUBJECT TO ALL RIGHTS -OF -WAY AND EASEMENTS OF RECORD. COMPRISING
42.47 ACRES (1,850,000 SQUARE FEET), MORE OR LESS.
882/015610-0061
556650.03 AM04 -19-
MILES AVENUE
N 89'31'23" E 48;
N 0028'37' W
153.41 '
�9
• L4�
0-5 L3
1 "=300'
INI:1:873fi1
NUMBERI
DIRECTION
DISTANCE
S 00'18'01" E
397.49'
N 48'09'56" W
22.00'
N 7533'02" E
4.22'
E
N 6T06'56" E
20.00'
S 67'06'56" W
20.00'
N 00-26'40" W
20.00-
N 89-33'22" E
80.00'
CIIRVF I'14TA
P.O.C.
CTR. 1 /4 COR.
SEC. 19
in
�n
S 0927'38" E
75.00' _ L6
N 89-33'22" E 960.27' L7
S 00'26'40" E
in 112.88'
T.P.O.B. �
S 4490.06' E
0.06C
2
SITE N 89'47'47" E
E 239.56'
AREA-42.47 AC.
PORTION OF THE S. 1 /2 OF
SEC. 19, T.5S., R.7E., S.B.M.
N 75'53'46" E
(R)
PT. B
c�W�R/W
JRj. f CgCIO
EXCEPTION
H PARCEL
\�a•_ PT. A
NUMBER
DELTA
RADIUS
ARC LENGTH
TANGENT
Cl
41'42'33"
440.00
320.30
167.62
C2
4527'41"
80.00
63.48
33.52
C3
02'57'46"
4565.17
236.07
118.06
C4
19'24'03"
2500.00
846.52
427.35
C5
11*05'41"
2072.00
401.22
201.24
C6
19'58'08-
2092.00
729.11
368.29
C7
02*12*44"
2072.00
80.00
40.01
C8
07'41'06"
2092.00
280.60
140.51
C9
00'32'28"
12500.00
23.61
11.81
C10
18'51'35"
12500.00
822.91
415.21
H eq2j 03. _
wq
qq 8q
L2
y'�ti Fq�F9
J.N. 1612
882'015610-0061
556650.03 AM04 -20-
EXHIBIT `B"
COMMENCEMENT AND COMPLETION SCHEDULE
Phase of Development
Parcel A Medical Office/Surgical Facility
Component
First Phase of Development of the Medical
Office/Surgical Facility
Second Phase of Development of the Medical
Office/Surgical Facility
Third Phase of Development of the Medical
Office/Surgical Facility
Time for Completion of
Construction (measured from
date City issues final building
Time for Commencement of, permits for applicable Phase of
Construction Development)
January 30, 2007 36 months
January 30, 2007
January 30, 2007
514 days after City's
issuance of applicable
SDPA, but in no event later
than April 30, 2008
Parcel 1 Restaurant
454 days after City's
issuance of applicable
SDPA, but in no event later
than January 31, 2007
Parcel 2 Casitas Development Component
July 26, 2006
Parcel 3 Casitas Development Component
July 26, 2006
Parcel 4 Casitas Development Component
July 26, 2006
Parcel 5 Residential Development
April 30, 2007
Parcel 7 Residential Development
April 30, 2007
The first Phase of Development of the Sanctuary
January 30, 2008
Villas Development
The second Phase of Development of the
364 days after completion of
Sanctuary Villas Development
the first Phase of
Development of the
Sanctuary Villas
Development, but in no
event later than January 30,
2012
Parcel 13 Restaurant
454 days after City's
issuance of applicable
SDPA, but in no event later
than January 31, 2007
36 months
36 months
36 months
36 months
36 months
36 months
36 months
18 months
18 months
36 months
36 months
36 months
882 015610-0061
556650.03 AM04 -21-
Time for Commencement of
Phase of Development Construction
Seeley Drive December 31, 2004
Suites Hotel January 30. 2005
Time for Completion of
Construction (measured from
date City issues final building
permits for applicable Phase of
Development)
180 days after Developer's
completion of Suites Hotel
18 months
882.M 5610-0061
556650.03 AM04 -22-
EXHIBIT "C"
RELATED PARCELS
The following are groupings of Parcels which are deemed to be Related Parcels:
Sanctuary Villas Parcel 8 and Sanctuary Villas Parcel 9.
2. Casitas Parcel 2, Casitas Parcel 3, and Casitas Parcel 4.
3. 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.
4. Residential Parcel 5 and Residential Parcel 7.
Suites Hotel Parcel, Restaurant Parcel 1 and Restaurant Parcel 13.
882/015610-0061
556650.03 AM04 -23-
EXHIBIT "D"
PURCHASE PRICE
Sanctuary Villas Parcel 8
$ 841,193.42
Sanctuary Villas Parcel 9
247,409.82
Casitas Parcel 2
510,563.92
Casitas Parcel 3
773,718.02
Casitas Parcel 4
654,511.46
Landscape Parcel C
0
Landscape Parcel E
0
Landscape Parcel H
0
Landscape Parcel I
0
Medical Office/Surgical Facility A
1,455,219.64
Medical Office/Surgical Facility 10
164,190.15
Medical Office/Surgical Facility 11
276,649.17
Medical Office/Surgical Facility 12
164,190.15
Residential Parcel 5
135,694.34
Residential Parcel 7
557,028.39
Restaurant Parcel 1
206,924.58
Restaurant Parcel 13
251,908.18
Seeley Drive Parcel
0
Suites Hotel Parcel
753,475.39
Well Site Parcel
116,957.37
Property
$7,109,634.00
882/015610-0061
556650.03 AM04 -24-
EXHIBIT "E"
SITE MAP
LOTS LAND USE *LOT H. * LOT T
LOT 1 - RESTAURANT 2 3483 �1. MILES AVENUE � J.
LOT 2 - RESORT CASITAS *LOT •D'
,.m .1.
o� — LOT 3
LOT 3 - RESORT CASITAS LOT i 1.%72 .r.
M 0 s.r. 3.K «.
LOT 4 - RESORT CASITAS
LOT 5 - RESIDENTIAL
*LOT 8 - PARK
LOT 14
LOT 7 - RESIDENTIAL 1 }su.�1.
*LOT •C'
1.297 .r
LOT 8 - THE SANCTUARY
LOT 9 - THE SANCTUARY
LOT 10 - MEDICAL OFFICE BUILDINGS C� LOT 13
LOT 11 - MEDICAL OFFICE BUILDINGS'' 1.12
LOT 12 - MEDICAL OFFICE BUILDINGS
LOT 13 - RESTAURANT
LOT 14 - HOTEL
*LOT 'E'
s.5a ..r.
COMMON LOTS LAND USE
LOT •A• - - - - - - - MEDICAL OFFICE PARKING / LANDSCAPE
LOT 'B- - - - - - - - SEELEY DRIVE
*LOT 'C- - - - - - - - 2d' PARKWAY (WASHINGTON STREET)
* LOT 'D' - - - - - - - CITY LANDSCAPE ENTRY
LOT 5
W", ar.
2.19 «.
LOT 4
1266 J.
2.91
LOT 2
M6 ,.r.
2.27 «.
/LOT 'A' LOT 12
1 C47 w1.
6.17 oc 0.73 ,.I.
a.n «.
LOT 10
313 ..e LOT 11
0.73 «. S 10 .1.
1 y «.
LOT •A' —
* LOT 'E- - - - - - - - 20' PARKWAY (WASHINGTON STREET) .LOT 9
LOT 'F- - - - - - - - WELLSITE
* LOT •G- - - - - - - - WELLSITE (N.A.P.) * These psr7?s am not beicg Conveyed by
* LOT 'H- - - - - - - - 20' PARKWAY (MILES AVENUE) the la Qu— R d -&op—t Ag---y.
They are depicted on this Sit. h)lep for
* LOT 'I' - - - - - - - 20' PARKWAY (MILES AVENUE) Convemeno- o tefefence only.
*LOT G'
22000 ..r.
10
3
*LOT 8
167N ,
2.6«
LOT 7
39t 366« /.
8 99
� U
J
J
LW
Xa0
W>t
WU
Wm
� C
7
C zU
00
41 IL
4d cr 4
Ow
Z
JW
U
d p R�f
p iiy ��7
LOT 8 L�
1W12291.3.74
N.T.S.
NOVEMBER 2L 2003
882!015610-0061
556650.03 AM04 -25-
882/015610-0061
556650.03 al1109/04