PC Resolution 2025-008 SilverRock Resort DA 2025-0001 (Reinstated & Amended DA 2014-1001)PLANNING COMMISSION RESOLUTION NO. 2025 - 008
A RESOLUTION OF THE PLANNING COMMISSION OF
THE CITY OF LA QUINTA, CALIFORNIA,
RECOMMENDING THAT THE CITY COUNCIL APPROVE
DEVELOPMENT AGREEMENT 2025-0001, FOR THE
REINSTATED AND AMENDED DEVELOPMENT
AGREEMENT FOR SILVERROCK RESORT
CASE NUMBER:
DEVELOPMENT AGREEMENT 2025-0001
(REINSTATED AND AMENDED
DEVELOPMENT AGREEMENT 2014-1001)
APPLICANT: TBE RE ACQUISITION CO II LLC.
(SUBSIDIARY OF TURNBRIDGE EQUITIES)
WHEREAS, the Planning Commission of the City of La Quinta, California, did, on
September 9, 2025, hold a duly noticed Public Hearing to consider a request by TBE RE
Acquisition Co II LLC., subsidiary of Turnbridge Equities, for approval of a Reinstated and
Amended Development Agreement for the SilverRock Resort (2025 SilverRock Master
Plan), relating to real property south of Avenue 52, west of Jefferson Street, with Assessor
Parcel Numbers:
770-260-037; 776-150-029, -030; 777-060-008, -010, -011, -019, -020, -062, -070, -071,
-072, -074, -075, -078, -079, -080, -081, -082, -083, -084, -085; 777-490-023, -024, -
035, -037, -039, -042, -046, -047, -048, -049, -050, -053, -054, -055, -057, -058, -059, -
060, -061, -062, -063, -064, -065, -066, -067, -068, -069, -070, -071, -072, -073, -074, -
075, -076, -077, -078, -079, -080; 777-510-001, -002, -003, -004, -005, -006, -007, -008,
-009, -010, -011, -012, -013, -014, -015, -016, -017, -018, -019, -020, -021, -022, -023, -
024, -025; 777-520-001, -002, -003, -004, -005, -006, -007, -008, -009, -010, -011, -012,
-013, -014, -015, -016, -017, -018
WHEREAS, the Design and Development Department published a public hearing
notice in The Desert Sun newspaper on August 29, 2025, as prescribed by the Municipal
Code. Public hearing notices were also mailed to all property owners within 500 feet of
the site and emailed or mailed to all interested parties who have requested notification
relating to the project; and
WHEREAS, at said Public Hearing, upon hearing and considering all testimony
and arguments, if any, of all interested persons desiring to be heard, the Planning
Commission did make the following mandatory findings pursuant to Section 9.240.010 of
the Municipal Code to justify approval of said Development Agreement [Exhibit A]
PLANNING COMMISSION RESOLUTION NO. 2025 — 008
DEVELOPMENT AGREEMENT 2025-0001 (REINSTATED AND AMENDED DA 2014-1001)
PROJECT: SILVERROCK RESORT
LOCATION: SOUTHWEST CORNER OF AVENUE 52 AND JEFFERSON STREET
APPLICANT: TBE RE ACQUISITION CO II LLC., SUBSIDIARY OF TURNBRIDGE EQUITIES
ADOPTED: SEPTEMBER 9, 2025
PAGE: 2 of 4
1. The Development Agreement is consistent with the applicable objectives, policies,
general land uses, and programs of the La Quinta General Plan as follows:
GOAL LU-2 High quality design that complements and enhances the City.
Policy LU-2.1 Changes and variations from the Zoning Ordinance in a Specific
Plan will be offset by high quality design, amenities, and mix of
land uses.
Policy LU-2.2 Specific Plans shall be required for projects proposing the
integration of recreation, tourist commercial, and residential uses;
and for all projects proposing flexible development standards that
differ from the Zoning Ordinance.
The proposed project continues the SilverRock Specific Plan
development and includes elements of recreation, tourist
commercial, and residential uses to provide a high quality project
consistent with the General Plan and SilverRock Specific Plan.
GOAL LU-6 A balanced and varied economic base which provides a broad
range of goods and services to the City's residents and the
region.
Policy LU-6.3 Support and encourage the expansion of the resort industry as a
key component of the City's economic base.
The proposed project continues the development of the
SilverRock Specific Plan area as a resort development to support
the City's economic base.
2. The Development Agreement is compatible with the uses authorized and the
regulations prescribed for the SilverRock Specific Plan (SP2006-080) in which the
real property is located. The Specific Plan provides for the development of resort,
resort residential, and residential uses around the existing golf course. The
Specific Plan requires the implementation of high quality development and design
standards, and the continued expansion of the City's luxury resort economic
sector. The Development Agreement helps implement the Specific Plan.
3. The Development Agreement is in conformity with the public necessity, public
convenience, general welfare, and good land use practices. The land uses
proposed are consistent with the country club developments that already occur in
the area, and will provide for the continued use of the golf course for the residents
and visitors of La Quinta. The project will generate revenues to the City, and as a
self-contained community, will not directly impact surrounding land uses. The
PLANNING COMMISSION RESOLUTION NO. 2025 — 008
DEVELOPMENT AGREEMENT 2025-0001 (REINSTATED AND AMENDED DA 2014-1001)
PROJECT: SILVERROCK RESORT
LOCATION: SOUTHWEST CORNER OF AVENUE 52 AND JEFFERSON STREET
APPLICANT: TBE RE ACQUISITION CO II LLC., SUBSIDIARY OF TURNBRIDGE EQUITIES
ADOPTED: SEPTEMBER 9, 2025
PAGE: 3 of 4
development of the resort and residential uses within the golf course area provides
a buffer from surrounding land uses and assures that development intensities will
not be exceeded.
4. The Development Agreement will not be detrimental to the health, safety, and
general welfare. The development of resort and residential uses within the golf
course area assures that the community will be self-contained and will implement
infrastructure extensions that are independent of those of surrounding
development. The Development Agreement also includes and requires mitigation
measures to protect the environment and public health, both within and
surrounding the project area.
5. The Development Agreement will not adversely affect the orderly development of
property or the preservation of property values because the development planned
in the Specific Plan area is consistent with the long-term plans for this property and
expands residential and resort opportunities in the City.
6. The Development Agreement will have a positive fiscal impact on the City in that
implementation of the Development Agreement will produce revenues, including
property tax, sales tax, and transient occupancy tax for the long-term fiscal benefit
of the City.
NOW, THEREFORE, BE IT RESOLVED by the Planning Commission of the City
of La Quinta, California, as follows:
SECTION 1. The above recitations are true and constitute the Findings of the Planning
Commission in this case.
SECTION 2. Pursuant to Government Code section 65402, the La Quinta Planning
Commission has determined the disposition of the City -Owned Golf Course Property and
City -Owned Ahmanson Ranch Property, if the applicant complies with the terms and
conditions set forth in the Development Agreement that would allow for the disposition
and conveyance of said properties to the applicant, is and would be in conformity with the
City's General Plan because the applicant's proposed use to continue use of the golf
course, and having the Ahmanson Ranch House as a facility ancillary to the proposed
luxury hotel use, are consistent with existing uses and authorized uses in the General
Plan and SilverRock Specific Plan. Similarly, pursuant to Government Code section
65402, the La Quinta Planning Commission has determined the disposition of the City -
owned "Phase 2 Property" (as defined in the Development Agreement and also referred
to as the "City -Owned Option Property"), if the applicant were eligible to and does acquire
the Phase 2 Property as described in the Development Agreement, is and would be in
conformity with the City's General Plan because, as of the date of the Development
PLANNING COMMISSION RESOLUTION NO. 2025-008
DEVELOPMENT AGREEMENT 2025-0001 (REINSTATED AND AMENDED DA 2014-1001)
PROJECT: SILVERROCK RESORT
LOCATION: SOUTHWEST CORNER OF AVENUE 52 AND JEFFERSON STREET
APPLICANT: TBE RE ACQUISITION CO II LLC., SUBSIDIARY OF TURNBRIDGE EQUITIES
ADOPTED: SEPTEMBER 9, 2025
PAGE: 4 of 4
Agreement, the applicant has proposed uses that are consistent with the authorized uses
in the General Plan and existing SilverRock Specific Plan.
SECTION 3. The Planning Commission does hereby recommend approval of
Development Agreement 2025-0001 (Reinstated and Amended Development Agreement
2014-0001) for the reasons set forth in this Resolution.
PASSED, APPROVED, and ADOPTED at a regular meeting of the City of La
Quinta Planning Commission, held on September 9, 2025, by the following vote:
AYES: Commissioners Bohlinger, Guerrero, Hundt, McCune, Nieto and
Chairperson Hassett
NOES: None
ABSENT: Commissioner Hernandez
ABSTAIN: None
ATTEST:
CHERI FLORES, Interim Design and Development Director
City of La Quinta, California
PLANNING COMMISSION RESOLUTION 2025-008
W:/:1141r_1
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Citv Clerk
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code §6103
and §27383)
REINSTATED AND AMENDED DEVELOPMENT AGREEMENT BY AND BETWEEN
THE
CITY OF LA QUINTA
_►s
TBE RE ACQUISITION CO II LLC
AN AFFILIATE OF
TURNBRIDGE EQUITIES
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TABLE OF CONTENTS
[ TO BE GENERATED ]
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REINSTATED AND AMENDED DEVELOPMENT AGREEMENT
This Reinstated and Amended Development Agreement (the "Agreement" or
"Reinstated Development Agreement") is entered into as of the _ day of
, 2025 ("Reference Date"), by and between the CITY OF LA QUINTA, a
California municipal corporation and charter city ("City"), and TBE RE Acquisition Co II
LLC, a Delaware limited liability company and affiliate of Turnbridge Equities
("Developer"), with reference to the following:
RECITALS:
A. Government Code Section 65864 et seq. ("Development Agreement Act")
authorizes City to enter into a binding development agreement for the development of
real property within its jurisdiction with persons having legal or equitable interest in such
real property. Pursuant to Section 65865 of the Government Code, City has adopted its
Development Agreement Ordinance (La Quinta Municipal Code Section 9.250.020)
establishing procedures and requirements for such development agreements
("Development Agreement Ordinance").
B. As of the Reference Date, Developer has a legal or equitable interest in fee title to
that certain real property comprised of approximately 134+/- acres, identified as APN(s):
777-060-083, 777-060-085, 777-060-075, 777-060-078, 777-490-058, 777-490-063, 777-
490-064, 777-490-065, 777-490-066, 777-490-037, 777-490-057, 777-490-059, 777-490-
068, 777-490-042, 777-490-076, 777-490-074 and 777-490-075 and 777-490-077 and
777-490-079 and 777-490-080, 777-490-046, 777-490-071, 777-060-082, 777-060-084,
777-510-001 through 023, 777-510-025, 777-520-001 through 018, and 777-490-053,054
and 055; and more specifically described in Exhibit A-1 and Exhibit A-2 attached hereto
and incorporated herein by this reference (the "Property" or "Phase 1 Property"). The
Property consists of the "Phase 1A Property" and "Phase 1B Property" as more
particularly described in Exhibit A-1 and Exhibit A-2, respectively, and incorporated
herein by this reference.
C. Prior to City and Developer entering into this Reinstated Development Agreement
(among other agreements and instruments), the following relevant history is hereby
recited:
1. Except for portions of land transferred to SilverRock Development Company,
LLC, a Delaware limited liability company (or one of its affiliated companies,
which are referred to herein collectively as "SDC" or "Debtor(s)")' as explained
Debtors were SilverRock Development Company, LLC and affiliated entities that, on
August 5, 2024, filed for voluntary bankruptcy protection under chapter 11 of the U.S.
Bankruptcy Code, with case number(s) identified in the Title of this Agreement along with
the last four digits of each Debtor's federal tax identification number, as applicable, are:
SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury
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below in the next Recital Paragraph, City owns fee title to that certain real
property of approximately 525 acres located at the southwest intersection of
Jefferson Street and Avenue 52, in the City of La Quinta, California, generally
referred to as the "SilverRock Resort Area" and subject to a Specific Plan
adopted by the La Quinta City Council and enforceable as a land use governing
document pursuant to the Planning and Zoning Law, California Government
Code section 65000 et seq. (the "SilverRock Specific Plan");
2. On or about November 19, 2014, City and SDC entered into that certain
Purchase, Sale, and Development Agreement (the "Original SDC PSDA"),
pursuant to which, among other terms and conditions, City agreed to sell to
SDC and SDC agreed to purchase from City specified parcels and planning
areas (PAs) to thereafter construct, complete, and operate thereon a
commercial project containing a luxury resort hotel and spa and associated
branded luxury residential units, a lifestyle hotel and associated lifestyle
branded residential units, a conference and shared service facility, a temporary
and permanent clubhouse for the SilverRock Resort's Arnold Palmer Classic
Golf Course, a mixed use village, a resort residential village, and associated
amenities, all as further described in the Original SDC PSDA and referred to as
various project components, as more particularly described therein.
Concurrent with the Original SDC PSDA, on or about November 19, 2014, City
and SDC entered into Development Agreement 2014-1001 (the "Original SDC
Development Agreement") pursuant to the Development Agreement Act and
Development Agreement Ordinance, which agreement, among other terms and
conditions, required SDC to develop the planning areas and project
components in accordance with the SDC PSDA, vested with SDC specified
development obligations, memorialized the potential for the future acquisition
of additional City -owned property in the SilverRock Resort Area as incorporated
vis-a-vis the SDC PSDA, and subjected SDC to City's rights and oversight for
those portions of the SilverRock Resort Area to be conveyed to SDC. After
entering into the Original SDC PSDA and Original SDC Development
Agreement, the following relevant events, very briefly summarized, occurred:
Pursuant to the Original SDC PSDA, City and SDC had the authority to
amend by mutual agreement of the parties. Between October 29, 2015,
and November 16, 2023, City and SDC entered into five amendments
thereto, dated October 29, 2015 ("First Amendment"), April 18, 2017
("Second Amendment"), November 28, 2018 ("Third Amendment"),
October 12, 2021 ("Fourth Amendment"), and November 16, 2023 ("Fifth
Amendment," and the Original SDC PSDA as amended by all five
amendments is referred to herein as the "SDC PSDA");
ii. Pursuant to the SDC PSDA and consistent with boundaries established by
Residences, LLC (6598) and SilverRock Phase 1, LLC (2247) (collectively, referred to
herein as the "Bankruptcy Lawsuit" in the "Bankruptcy Court").
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applicable subdivision maps and lot line adjustments, City conveyed to SDC
the Property for the pre -development, development, operation, and use of
a project that was eventually re -named "Talus" and consisted of the
following project components (all as defined in the SDC PSDA): Luxury
Hotel, Luxury Branded Residential Development, Lifestyle Hotel, Lifestyle
Branded Residential Development, Conference and Shared Services
Facility (including spa and other amenities), Permanent Golf Clubhouse,
Promenade Mixed -Use Village/Resort Residential Village (on Planning
Areas 7,8,9), as well as a specified Golf Course Realignment and
corresponding Master Site Infrastructure Improvements (MSII). These
project components on the Property, pursuant to the SDC PSDA, were
divided into Phase 1A project components on the Phase 1A Property and
the Phase 1 B project components on the Phase 1 B Property respectively,
as described in the SDC PSDA;
iii. Pursuant to the Third and Fourth Amendments to the SDC PSDA, SDC
commenced pre -development and development on the Property for the
Phase 1A project components, which as of the Reference Date of this
Agreement, in various degrees, were partially constructed after SDC failed
to continue to make payments to various contractors, subcontractors, and
other interested parties in the development of the Talus project. Multiple
lawsuits, including lawsuits seeking payments pursuant to mechanic's lien
or various loan or investment agreements, and a City lawsuit against SDC
for unlawful and unapproved conveyances in secured interests or
mechanic's liens, were filed against SDC;
iv. On August 5, 2024, SDC (Debtors) filed the Bankruptcy Lawsuit, and,
pursuant to Bankruptcy Court -approved Bid Procedures, Debtors retained
a Chief Restructuring Officer (Douglas Wilson Companies) and marketing
professional (JLL) for the purposes of, among other items, marketing the
sale of the Debtors estate (which and is primarily comprised of the Property)
and soliciting proposals for the: (a) acquisition of the Debtors estate, (b)
use, re -use, and/or substitution of the partially constructed improvements
on the Property, (c) potential replacement project for a world -class hotel and
residential destination resort with related amenities on the Property that
complement the existing Arnold Palmer Classic Golf Course surrounding
the Property and real property owned by the City, and (d) possible
acquisition in the future of the City -Owned Option Property in the SilverRock
Resort Area (previously referred to as the Future Option Property in the
SDC PSDA and generally referred to in the Bankruptcy Lawsuit and
marketing materials as the "Phase 2 Property") for possible future
development that may also complement a world -class hotel and residential
destination resort;
3. Pursuant to Bankruptcy Court order [Bankruptcy Lawsuit Docket No. ],
among other provisions: (i) Developer was authorized to purchase the
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Property, (ii) the Original SDC Development Agreement was reinstated and
amended and memorialized by this Reinstated Development Agreement (as
more particularly described herein), and (iii) An escrow to facilitated the
purchase and sale of the Debtors' estate (which includes the Property) was
authorized, which, among other terms and conditions, included the transfer of
funds and recording of documents (such as this Reinstated Development
Agreement) as more particularly set forth in the Debtor PSA (defined below).
[NOTE: OTHER RELEVANT ITEMS FROM THE BANKRUPTCY COURT
ORDER FOR SALE OF DEBTORS PROPERTY MAY BE INSERTED PRIOR
TO FINAL (SECOND) READING OF ORDINANCE FOR THIS AGREEMENT].
D. Developer submitted a proposal in response to the marketing materials, and,
pursuant to the Bankruptcy Court -approved Bid Procedures, Debtors and City approved
Developer's proposal, which, among other terms and conditions, includes a modified
Project (as more particularly defined and described in this Agreement) on the Property as
well as possible acquisition in the future of the City -Owned Option Property (also referred
to herein as the Phase 2 Property) for possible future development that may also
complement a world -class hotel and residential destination resort. As of the Reference
Date of this Agreement, City is the owner of approximately 193+/- acres that includes raw
land and an existing driving range, but said acreage expressly excludes approximately
24+- acres that have the existing SilverRock Park and adjacent retention basin, included
in the legal description in Exhibit A-3 attached hereto and incorporated herein by
reference (the "City -Owned Option Property" or "Phase 2 Property"), which comprises
a portion of the SilverRock Resort Area and is referenced in the Site Maps attached to
this Agreement.
E. As part Developer's Project, Developer covenanted to prepare for construction,
construct, and open for use and occupancy of a flagship luxury hotel consisting of
approximately 150 rooms with amenities, as more particularly described herein (the
"Luxury Hotel").
F. Developer's acquisition of the Property was conditioned on the final negotiation
and approval of certain "La Quinta Amended Development Documents" as referenced
in the Bankruptcy Lawsuit, which included (among other agreements) this Reinstated
Development Agreement (which includes as exhibits certain "Reinstated and Amended
Covenants Affecting Real Property" relating to Golf Course Use and Ahmanson Ranch
House (the "Reinstated Covenant Affecting Real Property (Golf Course Use)" and
"Reinstated Covenant Affecting Real Property (Ahmanson Ranch House),"
respectively)), and separate agreements that include an "Option Agreement" for the
potential acquisition of the City -Owned Option Property, and "Transient Occupancy Tax
("TOT") Revenue Sharing Covenant," and various land use covenants.
G. As more particularly set forth herein, City and Developer desire to enter into this
Agreement to memorialize the terms, conditions, rights, and obligations of the Parties for
the development of the Project on the Property, for the conveyance of the City -Owned
Golf Course Property and City -Owned Ahmanson Ranch Property (as defined below), for
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the potential future development on the City -Owned Option Property, and for the timely
performance and completion of specified obligations.
H. All actions taken by City have been duly taken in accordance with all applicable
legal requirements, including the California Environmental Quality Act (Public Resources
Code Section 21000, et seq.) ("CEQA"), and all other requirements for notice, public
hearings, findings, votes and other procedural matters.
I. Pursuant to Government Code section 65402, the La Quinta Planning Commission
has determined the disposition of the City -Owned Golf Course Property and City -Owned
Ahmanson Ranch Property, if Developer complies with the terms and conditions set forth
in this Agreement that would allow for the disposition and conveyance of said properties
to Developer, is and would be in conformity with the City's General Plan because
Developer's proposed use (and contractual requirements) to continue use of the City -
Owned Golf Course Property as a golf course, and continued use of the City -Owned
Ahmanson Ranch Property as a facility ancillary to the proposed luxury hotel use, are
consistent with existing uses and authorized uses in the SilverRock Specific Plan.
Similarly, pursuant to Government Code section 65402, the La Quinta Planning
Commission has determined the disposition of the City -Owned Option Property, if
Developer exercises the option pursuant to the Option Agreement, is and would be in
conformity with the City's General Plan because, as of the Reference Date of this
Reinstated Development Agreement, Developer has proposed no specific development
or specific project for the City -Owned Option Property and has represented that, as of the
Reference Date of this Agreement, any possible future use would be consistent with the
authorized uses in the existing SilverRock Specific Plan.
J. City and Developer desire to enter into this Agreement for the development of the
Phase 1 Property, with the site and planned development thereof shown on the site
map(s) attached hereto as Exhibit B and incorporated herein by this reference (the "Site
Map(s)").
K. As more particularly defined and described herein, Developer has agreed to
construct and develop on the Phase 1 Property the Project, which includes the Project
Description in Exhibit C attached hereto and incorporated herein by this reference (the
"Project Description") as a summary of that construction and development. Also as
more particularly defined and described herein, the Project is further subject to (i) this
Agreement; (ii) the SilverRock Specific Plan; (iii) the Mitigated Negative Declaration,
approved by the former La Quinta Redevelopment Agency (the "RDA") on May 15, 2002,
by RDA Resolution 2002-09, as updated by the Addendum to Mitigated Negative
Declaration, approved by the City Council on July 18, 2006, by City Council Resolution
No. 2006-082, by the Second Addendum to Mitigated Negative Declaration approved by
the City Council on November 4, 2014, by City Council Resolution No. 2014-059, and by
that certain Addendum to the Adopted SilverRock Resort Project Mitigated Negative
Declaration approved by the City Council on by City
Council Resolution No. (the "Agreement Addendum" and, collectively,
the "Updated Mitigated Negative Declaration"); (iv) the subdivision maps, lot -line
adjustments ("LLAs"), and ministerial permits issued prior to the Bankruptcy Lawsuit (the
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"Pre -Bankruptcy Subdivision Maps and Permits") as listed in Exhibit F attached hereto
and incorporated herein by this reference (collectively, the foregoing clauses (i)-(iv) are
referred to as the "Project Site Development Permits"); as well as (v) any future
discretionary or ministerial approvals and/or permits issued for the Project, including all
conditions of approval attached thereto, and (vi) any future subdivision maps approved
for the Project pursuant to the Map Act, including all conditions of approval thereto
(generally, "Project Tract Maps"). The documents, permits, approvals, and conditions
described in the foregoing clauses (i)-(vi) are collectively referred to herein as the "Project
Approvals," and are, or when approved or issued shall be, on file with the City Clerk.
L. In connection with resolution of the Bankruptcy Proceeding, Developer and City
desire to reinstate and amend the Original SDC Development Agreement to account for
changes to the Project and clarifying the rights and obligations of the Parties with respect
to the development and use of the Phase 1 Property and potential acquisition and use of
the Phase 2 Property, as more particularly set forth herein.
M. Consistent with Section 9.250.020 of the La Quinta Municipal Code, City and
Developer desire to enter into this binding Agreement that shall be construed as a
development agreement within the meaning of the Development Agreement Act. This
Agreement will eliminate uncertainty in planning for and secure the orderly development
of the Project, ensure a desirable and functional community environment, provide
effective and efficient development of public facilities, infrastructure, and services
appropriate for the development of the Project, and assure attainment of the maximum
effective utilization of resources within the City, by achieving the goals and purposes of
the Development Agreement Act. In exchange for these benefits to City, Developer
desires to receive the assurance that, with respect to the portions of the SilverRock Resort
Area owned or acquired by Developer, it may proceed with development of the Project of
the Phase 1 Property and the potential acquisition of the Phase 2 Property in accordance
with the terms and conditions of this Agreement, the Project Approvals, the La Quinta
Amended Development Documents, and other relevant terms and conditions referenced
herein.
N. The Planning Commission and the City Council have determined that the Project
and this Agreement are consistent with the City's General Plan and the SilverRock
Specific Plan, including the goals and objectives thereof.
O. All actions taken by City have been duly taken in accordance with all applicable
legal requirements, including CEQA, and all other requirements for notice, public
hearings, findings, votes and other procedural matters.
P. On , the City Council adopted
its Ordinance No. approving this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, the mutual covenants and agreements contained
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herein, and other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, the Parties do hereby agree as follows:
1. GENERAL
1.1 Definitions. In addition to the terms that may be defined elsewhere in this
Agreement, the following terms when used in this Agreement shall be defined as follows:
1.1.1 "Affiliate" means any Person controlling, controlled by or under
common control with the specified Person (it being agreed that customary rights of non -
managing members shall not constitute control for such purpose including, without
limitation, major decision consent rights, forced sale rights, buy/sell rights and
management removal rights).
1.1.2 "Agreement" means this Reinstated and Amended Development
Agreement and all amendments and modifications thereto.
1.1.3 "Agreement Addendum" shall have the meaning set forth in
Recital K.
1.1.4 "Applicable Rules" means the land use regulations, ordinances
and officially adopted policies of the City governing the Phase 1 Property in full force and
effect as of the Development Agreement Restatement Date, which, specifically, includes
the City's General Plan, Zoning Ordinance, and SilverRock Specific Plan. Additionally,
notwithstanding the language of this Section or any other language in this Agreement, all
specifications, standards and policies regarding the design and construction of public
works facilities, if any, shall be those that are in effect at the time the Project plans are
being processed for approval and/or under construction.
1.1.5 "Assignment and Assumption Agreement" shall have the
meaning set forth in Section 10.2.4 of this Agreement.
1.1.6 "CC&Rs" means the Declaration of Conditions, Covenants, and
Restrictions described in Section 3.5 of this Agreement.
1.1.7 "CEQA" means the California Environmental Quality Act (Cal.
Public Resources Code Sections 21000 et seq.) and the State CEQA Guidelines (Cal.
Code of Regs., Title 14, Sections 15000 et seq.).
1.1.8 "Certificate for Building Permit" shall have the meaning set forth
in Section 2.2.5 herein.
1.1.9 "Certificate of Completion" means that certain recordable
certificate, substantially in form of Exhibit G attached hereto and incorporated herein by
this reference, confirming that the final certificate of occupancy or other final City approval
has been issued for any Project Component, based on the Project Approvals, as more
fully described in Section 3.4 of this Agreement. A Certificate of Completion may be
issued and recorded against the Phase 1A Property upon completion of all Project
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Components on the Phase 1A Property (or separate Lot(s) or Parcel(s) of land within the
Phase 1A Property upon which said Project Component is situated), and a separate
Certificate of Completion may be issued and recorded against the Phase 113 Property
upon completion of all Project Components on the Phase 1 B Property (or separate Lot(s)
or Parcel(s) of land within the Phase 1 B Property upon which said Project Component is
situated), and the same shall apply to every other Project Component.
1.1.10 "City" means the City of La Quinta, a charter city and municipal
corporation, including each and every agency, department, board, commission, authority,
employee, and/or official acting under the authority of the City, including without limitation
the City Council and the Planning Commission.
1.1.11 "City Attorney" means the individual duly appointed to the position
of City Attorney of City.
1.1.12 "City Clerk" means the individual duly appointed to the position of
City Clerk of City, or duly designated deputy of the City Clerk.
1.1.13 "City Council" means the City Council of the City and the
legislative body of the City pursuant to California Government Code Section 65867.
1.1.14 "City Manager" means the individual duly appointed to the position
of City Manager of City, or his or her authorized designee.
1.1.15 "City -Owned Ahmanson Ranch Property" means that certain
real property, improved with the Ahmanson Ranch House, comprised of approximately
0.6+/- acres and more particularly described in Exhibit A-4 attached hereto and
incorporated herein by this reference.
1.1.16 "City -Owned Golf Course Property" means the Arnold Palmer
Classic Golf Course, commonly known as the SilverRock Golf Course, improved as such
with ancillary improvements and amenities, comprised of approximately 170+/- acres and
more particularly described in Exhibit A-5 attached hereto and incorporated herein by this
reference.
1.1.17 "City -Owned Option Property" shall have the meaning set forth in
Recital D. The City -Owned Option Property is the same real property as the "Phase 2
Property."
1.1.18 "Coachella Valley Multiple Species Habitat Conservation Plan"
means that certain Final Circulated Coachella Valley Multiple Species Habitat
Conservation Plan and Natural Community Conservation Plan, dated September 2007,
as may be amended.
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1.1.19 "Community Development Director" means the individual duly
appointed to the position of Director of City's Design & Development Department, or his
or her authorized designee.
1.1.20 "Conditions of Approval" shall mean any and all conditions of
approval attached to any Project Approval as described in Recital K of this Agreement.
1.1.21 "Construction Improvement Security" shall have the meaning in
Section 3.7 of this Agreement.
1.1.22 "Construction Lender(s)" means a Lender(s) that provide(s) a
Construction Loan to Developer to pay the construction costs and expenses for all or a
portion of the Project. It is acknowledged that there may be one (1) or more Construction
Lender(s), each of which may apply to any one (1) or more Project Components.
1.1.23 "Construction Loan(s)" means a Loan obtained by Developer, in
accordance with this Agreement, from a Construction Lender to finance all or part of the
construction costs and expenses for one (1) or more of the Project Components.
"Construction Loan" includes any and all "construction to permanent loan(s)" obtained by
Developer and approved by City (to the extent such approval is required pursuant to this
Agreement) for any Project Component(s). For the avoidance of doubt, a "Construction
Loan" may include financing for the construction of part or all of the MSII that comprises
the Master Site Infrastructure Improvement Project Component with one (1) or more other
Project Component(s) or separately. It is acknowledged that there may be one (1) or
more Construction Loan(s).
1.1.24 "Construction Loan Deed(s) of Trust" means the Lien(s) required
by a Construction Lender recorded in the Recorder's Office against a Lot(s) and/or
Parcel(s) of any portion of the Project to secure the Developer's performance under the
associated Construction Loan.
1.1.25 "Davis -Stirling Act" means the Davis -Stirling Common Interest
Development Act in California Civil Code Section 4000 et seq. (as may be amended from
time to time).
1.1.26 "Debtor PSA" is defined in Section 2.1.2 of this Agreement.
1.1.27 "Default" shall have the meaning set forth in Section 8.1 of this
Agreement
1.1.28 "Developer" means the entity identified in the preamble of this
Agreement, and permitted successors and assigns under this Agreement.
1.1.29 "Developer Entities Organizational Chart" means the
organization chart attached hereto as Exhibit H and incorporated by reference herein.
1.1.30 "Developer Representatives" means any of Developer's officers,
directors, members, employees, agents, and representatives.
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1.1.31 "Development Agreement Act" means Government Code
Section 65864 et seq.
1.1.32 "Development Agreement Ordinance" means La Quinta
Municipal Code Section 9.250.020 as the same may be amended from time to time.
1.1.33 "Development Agreement Reinstatement Date" shall have the
meaning set forth in Section 1.3 of this Agreement.
1.1.34 "Discretionary Action" means an action which requires the
exercise of judgment, deliberation, or a decision on the part of City, including any board,
commission, committee, or department or any officer or employee thereof, in the process
of approving or disapproving a particular activity, as distinguished from an activity which
merely requires City, including any board, commission or department or any officer or
employee thereof, to determine whether there has been compliance with statutes,
ordinances or regulations.
1.1.35 "Discretionary Permits" means any permits, approvals, plans,
Project Tract Maps, inspections, certificates, documents, and licenses that require a
Discretionary Action, including, without limitation, future Project Approvals, grading
permits, stockpile permits, and encroachment permits.
1.1.36 "Dust Control Program" means a program compliant with the
City's dust control ordinance and with applicable South Coast Air Quality Management
District requirements.
1.1.37 "Eligibility Requirements" means the applicable Person(s) either
collectively or independently, as the context may require with respect to the purpose and
work (such as pre -construction or construction) relating to a specific Project
Component(s), has (or who has an Affiliate or direct or indirect investor who has)
reasonably sufficient creditworthiness to pay and perform the applicable obligations for
the financing of the specific Project Component(s) pursuant to Article 4 of this Agreement,
and taking into consideration Developer's equity and other sources of funds. For
example, a Construction Lender shall be deemed to have satisfied the Eligibility
Requirements if or one or more of its investors or owners has or has access to funds in
the maximum principal amount of the applicable Construction Loan consistent with the
Final Project Budget taking into account Developer's equity and other sources of funds.
The meeting of Eligibility Requirements shall be based on financial documentation and
other relevant evidence (as the context may require) delivered to the City for verification
by the City (which shall not be unreasonably withheld, delayed or conditioned) based on
objective industry standards for assessing creditworthiness of Person(s) for facilitating
the development of similar luxury resort/residential projects.
1.1.38 "Environmental Claims" shall have the meaning set forth in
Section 3.9.1 of this Agreement.
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1.1.39 "Environmental Laws" means all federal, state, and local laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any
government authority regulating, relating to, or imposing liability of standards of conduct
concerning any Hazardous Materials (defined below), or pertaining to occupational health
or industrial hygiene (and only to the extent that the occupational health or industrial
hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or
about the Property, occupational or environmental conditions on, under, or about the
Property, as now or may at any later time be in effect, including without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA") [42 USC § 9601 et seq.]; the Resource Conservation and Recovery Act of
1976 ("RCRA") [42 USC § 6901 et seq]; the Clean Water Act, also known as the Federal
Water Pollution Control Act ("FWPCA") [33 USC § 1251 et seq.]; the Toxic Substances
Control Act ("TSCA") [15 USC § 2601 et seq]; the Hazardous Materials Transportation
Act ("HMTA") [49 USC § 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC
§ 6901 et seq] the Clean Air Act [42 USC § 7401 et seq]; the Safe Drinking Water Act
[42 USC § 300f et seq.]; the Solid Waste Disposal Act [42 USC § 6901 et seq.]; the
Surface Mining Control and Reclamation Act [30 USC § 101 et seq.] the Emergency
Planning and Community Right to Know Act [42 USC § 11001 et seq.]; the Occupational
Safety and Health Act [29 USC § 655 and 657]; the California Underground Storage of
Hazardous Substances Act [California Health & Safety Code § 25288 et seq.]; the
California Hazardous Substances Account Act [California Health & Safety Code § 25300
et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health
& Safety Code § 24249.5 et seq.] the Porter -Cologne Water Quality Act [California Water
Code § 13000 et seq.] together with any amendments of or regulations promulgated
under the statutes cited above and any other federal, state, or local law, statute,
ordinance, or regulation now in effect or later enacted that pertains to occupational health
or industrial hygiene, and only to the extent the occupational health or industrial hygiene
laws, ordinances, or regulations relate to hazardous substances on, under, or about the
Property, or the regulation or protection of the environment, including ambient air, soil,
soil vapor, groundwater, surface water, or land use.
1.1.40 "Final Project Budget" means the final Project development
budget, which shall consist of any preliminary project budget materials as the same may
modified and/or updated by Developer from time to time. At a minimum, the Final Project
Budget shall include: (a) Good faith estimates for all costs and expenses associated with
the pre-development/pre-construction and development/construction of the Project
(which may be separated into estimates for the Project Components); and (b) Revenue
projections and operating proformas (with included assumptions) for the Project, which
shall separate such projections and operating costs for the Luxury Hotel Project
Component, Public Golf Clubhouse Project Component, and short-term vacation rentals.
It is acknowledged that the Developer shall be permitted to deliver to City one (1) or more
supplement(s) or updates to the Final Project Budget, as applicable, for any one (1) or
more of the Project Components as Developer may elect.
1.1.41 "General Plan" means the General Plan of the City.
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1.1.42 "Golf Course" means the existing Arnold Palmer Classic Golf
Course on the City -Owned Golf Course Property and in the SilverRock Resort Area.
1.1.43 "Golf Course And Ahmanson Ranch Property Transfer
Conditions" shall have the meaning set forth in Section 6.1.2 of this Agreement.
1.1.44 "Golf Couse Wildlife Protection Fence" means a fence (or the
functional equivalent, as determined by City) that meets the applicable specifications and
standards of the Coachella Valley Conservation Commission acting as authorized agent
for the requirements and obligations of the Coachella Valley Multiple Species Habitat
Conservation Plan.
1.1.45 "Hazardous Materials" and "Hazardous Substances" means,
without implied limitation, substances defined as "hazardous material," "hazardous
substances," "toxic substance," "solid waste," or "pollutant or contaminate" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq.; the Toxic Substances Control Act ("TSCA")
[15 U.S.C. § 2601, et seq]; the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901, et seq.; those substances listed in the United States Department of
Transportation (DOT) Table [49 CFR 172.101 ], or by the EPA, or any successor authority,
as hazardous substances [40 CFR Part 302]; and those substances defined as
"hazardous waste" in Section 25117 of the California Health and Safety Code or, as
"hazardous substances" in Section 25316 of the California Health and Safety Code; other
substances, materials, and wastes that are, or become, regulated or classified as
hazardous or toxic under federal, state, or local laws or regulations and in the regulations
adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated
biphenyl, flammable explosives, radioactive material, petroleum products, and
substances designated as a hazardous substance pursuant to 33 USC Section 1321 or
listed pursuant to 33 USC Section 1317.
1.1.46 "Hotel Management Documentation" shall have the meaning set
forth in Section 5.1.1 of this Agreement.
1.1.47 "Hotel Operator" shall have the meaning set forth in Section 5.1.1
of this Agreement.
1.1.48 "Infrastructure Lender(s)" means one (1) or more Lender(s) that
provide(s) an Infrastructure Loan to Developer to pay the construction costs and
expenses for all or a portion of the Master Site Infrastructure Improvements Project
Component. It is acknowledged that there may be one (1) or more Infrastructure
Lender(s).
1.1.49 "Infrastructure Loan(s)" means any one (1) or more Loan(s)
obtained by Developer, and approved by City to the extent such approval is required
under this Agreement, from a Construction Lender to finance all or part of the construction
costs and expenses of only Master Site Infrastructure Improvement Project Costs (which
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the parties acknowledge may be part of the same Construction Loan that finances one
(1) or more other Project Components). It is acknowledged that there may be one (1) or
more Infrastructure Loan(s).
1.1.50 "Infrastructure Loan Deed(s) of Trust" means the Lien(s)
required by an Infrastructure Lender recorded in the Recorder's Office against a Lot(s)
and/or Parcel(s) of any portion of the Project to secure the Developer's performance
under the associated Infrastructure Loan.
1.1.51 "Insubstantial Modification" means any minor modification to this
Agreement which does not modify: (i) the Term of this Agreement; (ii) the Project
Components and permitted uses of the Property based on those Project Components;
(iii) maximum density or intensity of use, except as specifically allowed in the Project
Approvals; (iv) provisions for the reservation or dedication of land; (v) conditions, terms,
restrictions or requirements for Reserved Powers or any approved or future Discretionary
Actions; (vi) the name and brand of the Luxury Hotel; (vii) the date or time of any task in
the Schedule of Performance (other than modifications expressly contemplated in this
Agreement); (viii) the financing for the development and completion of construction for
the Project Components; (ix) the obligation to procure and maintain bonds or other
payment and performance security for the development and completion of the
Infrastructure Improvements Project Components once said obligation arises under this
Agreement or from issuance of any permit, license, approval, or other entitlement; or (x)
any monetary obligations of either City or Developer (other than modifications expressly
contemplated in this Agreement), and said minor modification can be processed under
CEQA either as not a "project" or as exempt from CEQA, and said minor modification
does not require a public hearing prior to the Parties executing a modification to this
Agreement.
1.1.52 "Impact Fees" means impact fees, linkage fees, exactions,
assessments or fair share charges or other similar impact fees or charges (including any
and all fees imposed and authorized pursuant to the Mitigation Fee Act, Government
Code section 66000 et seq.) imposed on and in connection with new development by City
pursuant to the current duly adopted resolution or other City Council action approving
such fees. Notwithstanding anything herein to the contrary, none of the following shall
constitute Impact Fees: (i) Processing Fees, (ii) impact fees, linkage fees, exactions,
assessments or fair share charges or other similar fees or charges imposed by other
governmental entities and which City is required to collect or assess pursuant to
applicable law, including, without limitation, school district impact fees pursuant to
Government Code Section 65995, fees required pursuant to the Coachella Valley Multiple
Species Habitat Conservation Plan, and the Transportation Uniform Mitigation Fee, or (iii)
other City-wide fees or charges of general applicability, provided that such City-wide fees
or charges are not imposed as an impact fee on new development.
1.1.53 "Landscaping And Trails Project Component" means that
component of the Project described in the definition of Project Components in this
Agreement.
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1.1.54 "La Quinta Amended Development Documents" means the
agreements specifically identified in Recital F.
1.1.55 "Lender" means anyone (1) or more Person(s) providing any type
financing to Developer, its direct or indirect equity owners or any of their respective
Affiliates in connection with any one (1) or more Project Components.
1.1.56 "Lien" means any mortgage, deed of trust, or other security
instrument encumbering Developer's fee interest in the Property and/or Project, (or any
portion thereof) or any part thereof, or any pledge or other agreement given as security
for the repayment of a Loan and by which a Lender would be able to acquire any direct
or indirect interest in the Developer upon the Developer's breach of any obligation under
the Lender's loan documents.
1.1.57 "Loan" means any (i) loan or (ii) third -party equity/capital
contribution (e.g. mezzanine financing) being invested directly or indirectly in Developer
in the form of debt for the Project or Property other than the financial assistance provided
by the City as specified in this Agreement.
1.1.58 "Loan Documents" and "loan documents" means the various
documents and instruments made by and between the Developer (or its direct or indirect
owners or their Affiliates) and a Lender that evidence a Loan for the Project or any Project
Components and the security for repayment of such Loan.
1.1.59 "Lot" and "lot" means an area of land under one (1) ownership
which is identified as a lot on a recorded final map, parcel map, record of survey recorded
pursuant to an approved division of land, certificate of compliance, or lot line adjustment.
1.1.60 "Luxury Hotel" and "Luxury Hotel Project Component" means
that component of the Project described in the definition of Project Components in this
Agreement.
1.1.61 "MAE Default" is a materially adverse effect Default and has the
meaning set forth in Section 8.1 of this Agreement.
1.1.62 "Map Act" means the Subdivision Map Act, Government Code
Section 66410 et seq. (as may be amended from time to time).
1.1.63 "Master Site Infrastructure Improvements Project Component"
or WSW' means that component of the Project described in the definition of Project
Components in this Agreement.
1.1.64 "Ministerial Permits and Approvals" means the permits,
approvals, plans, inspections, certificates, documents, licenses, and all other actions
required to be taken by City in order for Developer to implement, develop and construct
the Project and the Mitigation Measures, including without limitation, building permits,
foundation permits, and other similar permits and approvals which are required by the La
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Quinta Municipal Code and Project plans and other actions required by the Project
Approvals to implement the Project and the Mitigation Measures. Ministerial Permits and
Approvals shall not include any Discretionary Actions or Discretionary Permits.
1.1.65 "Mitigation Fee Act" means the Mitigation Fee Act, Government
Code section 66000 et seq. (as may be amended from time to time).
1.1.66 "Mitigation Measures" means the mitigation measures described
in the Agreement Addendum (including the Mitigation Monitoring Program in Section 5.0
of said Agreement Addendum) and all applicable mitigation measures in the Coachella
Valley Multiple Species Habitat Conservation Plan that apply to the Project.
1.1.67 "New Laws" means amendments or modifications to the Applicable
Rules, and all ordinances, resolutions, initiatives, regulations, rules, laws, plans, policies,
and guidelines of the City and its City Council, Planning Commission, and all other City
boards, commissions, departments, agencies, and committees enacted or adopted after
the Development Agreement Reinstatement Date.
Recital F.
1.1.68 "Option Agreement" shall mean the agreement described in
1.1.69 "PA(s)" is defined in "Planning Area(s)" below.
1.1.70 "Parcel" and "parcel" means an area of land under one (1)
ownership which is identified as a parcel on a recorded final map, parcel map, record of
survey recorded pursuant to an approved division of land, certificate of compliance or lot
line adjustment.
1.1.71 "Parties" means collectively Developer and City. Each shall be
referred to in the singular as a "Party".
1.1.72 "Permanent Financing Lender(s)" means one (1) or more
Lender(s) that provide(s) any Permanent Financing Loan to Developer, its direct or
indirect owners or any of their Affiliates with respect to the Property. It is acknowledged
that there may be one (1) or more Permanent Financing Lenders(s).
1.1.73 "Permanent Financing Loan(s)" means a Loan obtained by
Developer or its direct or indirect owners or any of their Affiliates, and approved by City
(to the extent such approval is required pursuant to this Agreement), from a Permanent
Financing Lender to finance all or part of the conversion, ownership, and operating costs
of any one (i) or more the Project Components. A "Permanent Financing Loan" does not
include any "construction to permanent Ioan(s)," or any Construction Loan or
Infrastructure Loan. It is acknowledged that there may be one (1) or more Permanent
Financing Loan(s).
1.1.74 "Permanent Financing Loan Deed(s) of Trust" means the Lien(s)
required by an Permanent Financing Lender recorded in the Recorder's Office against a
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Lot(s) and/or Parcel(s) of any portion of the Project to secure the Developer's
performance under the associated Permanent Financing Loan.
1.1.75 "Permitted Affiliate Assignee" is defined in Section 10.3 of this
Agreement.
1.1.76 "Permitted Hotel Operator" means a nationally and/or
internationally known first class luxury hotel brand, manager or operator approved by the
City. As of the Reference Date, the City has approved the Montage and Four Seasons
as Permitted Hotel Operators that meet the City Council's criteria for being a nationally
and/or internationally known first class luxury hotel brand.
1.1.77 "Permitted Lender" means anyone (1) or more of the following (or
Affiliates of any of the following) that issue Loans to developments and developers and/or
their direct or indirect equity holders, for projects that are similar to the Project
Component(s) for which the Loan is to be issued, and made in the normal course of
business for said Lender: (a) any state or federally chartered bank, savings and loan
association, other third -party financial institution or finance company, capital investment
group, investment fund, investment bank, a real estate investment trust, insurance
company, trust company, debt fund, high net worth individual or high net worth family
(which may operate through a family office), commercial credit corporation, pension plan,
pension fund or pension advisory firm, mutual fund, or any other Person, provided,
however, in each such case said Lender shall satisfy the Eligibility Requirements; (b) an
investment company, money management firm or "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional
"accredited investor" within the meaning of Regulation D under the Securities Act of 1933,
as amended, provided, however, in each such case said Lender shall satisfy the Eligibility
Requirements; (c) an institution or other Person substantially similar to any of the
foregoing entities described in clauses (a) or (b) that satisfies the Eligibility Requirements;
(d) any other Permitted Development/Operational Transferee which is not described
previously in this definition, provided, however, in each such case said Permitted
Development/Operational Transferee had previously met and shall continue to satisfy the
Eligibility Requirements, and (e) any other Lender proposed by Developer to the City and
approved by the City (which approval shall not be unreasonably withheld, delayed or
conditioned). It is acknowledged that there may be one (1) or more Permitted Lenders
with respect to one (1) or more Project Component(s).
1.1.78 "Permitted Development/Operational Transferee" means any
one (1) of the following: real estate companies, developers, sovereign wealth funds, high
net worth United States or foreign individuals or other investors, private equity or
opportunity funds, hedge funds (provided that if such Person is a private equity or
opportunity fund, hedge fund or similar investment fund, it is agreed and understood that
one or more such entities (Y) investing side by side and (Z) collectively and at all times
are under common control shall not fail to be deemed a single "Permitted
Development/Operational Transferee" pursuant to this definition), provided, however, in
each such case said transferee shall (i) satisfy the Eligibility Requirements, (ii) is or has
personnel, management and/or direct or indirect investors or Affiliates that are
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experienced in managing, owning, investing in, developing and/or operating commercial
real estate properties that are substantially similar to the Project Component(s) for which
the Transfer to transferee is to occur; and (iii) has been approved by the City (which
approval shall not be unreasonably withheld, delayed or conditioned). It is acknowledged
that there may be one (1) or more Permitted Development/Operational Transferees with
respect to one (1) or more Project Components.
1.1.79 "Permitted Transfer" means the Transfers that are permissible as
part of this Agreement and listed in Section 10.2.5 of this Agreement.
1.1.80 "Permitted Transferee" means the transferee, assignee, and/or
any other successor -in -interest from Developer pursuant to a Permitted Transfer.
1.1.81 "Person" means any individual or any limited liability company,
corporation, partnership, association, joint venture, trust, estate or other entity or
organization.
1.1.82 "Phase 1 Property" shall have the meaning set forth in Recital B.
The Phase 1 Property consists of the "Phase 1 A Property" and "Phase 1 B Property" as
defined in Recital B of this Agreement.
1.1.83 "Phase 1 Residential Components" means the Phase 1A Luxury
Residential Project Component and Phase 1 B Luxury Residential Project Component.
1.1.84 "Phase 1A Luxury Residential Project Components" means
collectively: (a) the "Phase 1A Luxury Branded Residences Project Component," and
(b) the "Phase 1A Luxury Branded Condominiums Project Component," as described
in the definition of Project Components in this Agreement.
1.1.85 "Phase 1 B Luxury Residential Project Component" means that
component of the Project described in the definition of Project Components in this
Agreement.
1.1.86 "Phase 2 Property" shall have the meaning set forth in Recital D.
The Phase 2 Property is the same real property as the "City -Owned Option Property."
1.1.87 "Planning and Zoning Law" means the Planning and Zoning Law,
Government Code section 65000 et seq. (as may be amended from time to time).
1.1.88 "Planning Area(s)" and "PA(s)" means the planning area(s) within
the SilverRock Resort Area as amended by this Agreement and as more particularly
depicted in the Site Maps and described in the Scope of Work. As established by this
Agreement, there shall be eight (8) Planning Areas with the Project Components therein,
as more particularly depicted in the Site Maps and described in the Scope of Work. For
ease of reference, "PA 1" shall mean "Planning Area 1 "; "PA 2" shall mean "Planning
Area 2"; "PA 3" shall mean "Planning Area 3"; "PA 4" shall mean "Planning Area 4"; "PA 5"
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shall mean "Planning Area 5"; "PA 6" shall mean "Planning Area 6"; "PA 7" shall mean
"Planning Area 7"; and "PA 8" shall mean "Planning Area 8."
1.1.89 "Planning Commission" means the City Planning Commission
and the planning agency of the City pursuant to California Government Code Section
65867.
1.1.90 "Plans Assignable At Termination" means those plans described
in Section 8.3.2 of this Agreement.
1.1.91 "Pre -Bankruptcy Subdivision Maps and Permits" shall have the
meaning set forth in Recital H.
1.1.92 "Post -Bankruptcy Sale Permitting Processes" means the
modified application and permitting processes set forth in Exhibit I, attached hereto and
incorporated herein by this reference, which are intended to provide an alternative option
to Developer for obtaining, with respect to partially completed structures and
improvements on the Phase 1A Property, any of the following (including emergency or
temporary) permits, licenses, approvals, and/or entitlements: (a) building permits, (b)
demolition permits, (c) grading permits, (d) encroachment permits, (e) hauling permits, (f)
site development permits, (g) conditional use permits, and (h) any other permits, licenses,
approvals, and/or entitlements necessary or proper as related to those permits that are
intended to be subject to the Post -Bankruptcy Sale Permitting Processes. Nothing in this
Agreement precludes Developer from using the application and permitting process
otherwise applicable pursuant to the La Quinta Municipal Code and Uniform Codes.
1.1.93 "Private Clubhouse Project Component" means that component
of the Project described in the definition of Project Components in this Agreement.
1.1.94 "Processing Fees" means all processing fees and charges
required by City including, but not limited to, fees for land use applications, Project permits
and/or approvals, building applications, building permits, grading permits, encroachment
permits, Project Tract Maps, lot line adjustments, air right lots, street vacations,
certificates of occupancy, and any fees over which City has no authority with respect to
setting the rates, which are necessary to accomplish the intent and purpose of this
Agreement. Processing Fees shall not include Impact Fees. Notwithstanding the
language of this Section or any other language in this Agreement, Developer shall not be
exempt from the payment of fees, if any, imposed on a City-wide basis as part of City's
program for storm water pollution abatement mandated by the Federal Water Pollution
Control Act of 1972 and subsequent amendments thereto.
1.1.95 "Project" means development of the Property in full compliance
with this Agreement, as set forth and described in Recital K, Project Description, Scope
of Work, Project Schedule, and Section 3.1 of this Agreement.
1.1.96 "Project Approvals" shall have the meaning set forth in Recital K.
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1.1.97 "Project Components" shall mean the distinct phases and uses to
be developed and operated on the Phase 1 Property, as more particularly depicted in the
Site Maps and described in the Scope of Work, and include the following:
(a) Luxury Hotel Project Component and related ancillary uses that include
(but are not limited to) one or more wellness, spa and fitness area(s),
restaurants, conference and banquet facilities, pool and recreational
facilities, and "back -of -house" facility area, on the Phase 1A property and
located in Plannings Areas 3 and 5 (PAs3&5);
(b) Public Golf Clubhouse Project Component on the Phase 1A Property,
which shall be open to the public, residents, and guests, with related uses
ancillary to the clubhouse, and is located in Planning Area 4 (PA 4);
(c) Phase 1A Luxury Residential Project Components, consisting of for -
sale, single family luxury home lots, residences, and condominiums on the
Phase 1A Property that all will be linked to the Luxury Hotel operations and
available as short-term vacation rentals pursuant to this Agreement, and
comprise the following two (2) phases: (i) the Phase 1A Luxury Branded
Residences Project Component, consisting of 29 residential lots to be sold
and privately developed pursuant to this Agreement and located in Planning
Area 2 (PA 2), and (ii) the Phase 1A Luxury Branded Condominiums Project
Component, consisting of approximately 70 luxury condominium units to be
constructed pursuant to this Agreement and located in Planning Area 6
(PA 6);
(d) Private Clubhouse Project Component means the clubhouse and
amenities for residents and guests in the Phase 1A Luxury Residential
Project Components to be located with the Phase 1A Luxury Branded
Condominiums in Planning Area 6 (PA 6);
(e) Phase 1 B Luxury Residential Project Component, consisting of for -sale,
single family luxury homes on the Phase 1 B Property that may be available
as short-term vacation rentals pursuant to this Agreement and located in
Planning Area 7 (PA 7);
(f) Landscaping And Trails Project Component covering the Phase 1
Property and SilverRock Resort Area perimeter areas along Jefferson
Street and Avenue 52, as more particularly described in this Agreement;
and
(g) Master Site Infrastructure Improvements Project Component, consisting
of Developer's construction and installation of all of the backbone
infrastructure improvements required to serve the Phase 1 Property,
consistent with the Specific Plan and development of the Project according
to the Scope of Work and Schedule of Performance.
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For the avoidance of doubt, each of the categories of Project Components
listed in subsections (a) through (g) of this definition may have more than
one Project Component (i.e., there may be separate sub -Project
Components if so elected by Developer), each Project Component may
separately obtain Certificates of Completion under the process set forth in
Section 3.4 of this Agreement.
1.1.98 "Project Milestone(s)" means those tasks in the Schedule of
Performance identified and agreed by the Parties herein as material deadlines that shall
not be missed or delayed (except for events of Force Majeure or other excusable delays
set forth in this Agreement or by law).
1.1.99 "Project Schedule" and "Schedule of Performance" means the
project schedule and phasing plan as set forth in Exhibit E attached hereto and
incorporated herein by this reference. Developer may have one (1) or more separate
Project Schedules with combined or separate Project Milestones from time to time as
applicable to different Project Components as may be elected by Developer and approved
by the City.
1.1.100 "Project Tract Maps" shall have the meaning set forth in Recital K.
1.1.101 "Public Golf Clubhouse Project Component" means that
component of the Project described in the definition of Project Components in this
Agreement.
1.1.102 "Reference Date" shall be the date that the City Council's
Ordinance adopting this Agreement (as identified in Recital P of this Agreement)
becomes effective pursuant to state law, which date shall be inserted in the Preamble of
this Agreement.
1.1.103 "Reinstated Covenant Affecting Real Property (Ahmanson
Ranch House)" means that land use covenant described in Recital F and substantially in
the form attached to this Agreement as Exhibit J and incorporated herein by this
reference.
1.1.104 "Reinstated Covenant Affecting Real Property (Golf Course
Use)" means that land use covenant described in Recital F and substantially in the form
attached to this Agreement as Exhibit K and incorporated herein by this reference.
1.1.105 "Reserved Powers" means the rights and authority excepted from
this Agreement's restrictions on City's police powers and which are instead reserved to
City, its City Council, Planning Commission, and all other City boards, commissions,
departments, agencies, and committees. The Reserved Powers include the powers to
enact or adopt New Laws or take future Discretionary Actions after the Development
Agreement Reinstatement Date that may be in conflict with the Applicable Rules and
Project Approvals, except such New Laws which would prevent or materially impair
Developer's ability to develop the Project in accordance with the Project Approvals;
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provided, however, that with respect to such New Laws which would prevent or materially
impair Developer's ability to develop the Project in accordance with the Project Approvals,
such New Laws shall apply to the Project if such New Laws are: (1) necessary to protect
the public health, safety, and welfare, and are generally applicable on a City-wide basis
(except in the event of natural disasters as found by the City Council such as floods,
earthquakes and similar acts of God, which shall apply even if not applicable on a City-
wide basis); (2) amendments to Uniform Codes, as adopted by City, and/or the La Quinta
Municipal Code, as applicable, regarding the construction, engineering and design
standards for private and public improvements to be constructed on the Property; (3)
required by a non -City entity to be adopted by or applied by the City (or if optional the
failure to adopt or apply such non -City law or regulation would cause City to sustain a
material loss of funds or loss of access to funding or other resources), or (4) necessary
to comply with state or federal laws and regulations (whether enacted prior or subsequent
to the Development Agreement Reinstatement Date).
1.1.106 "Schedule of Performance" means the Project Schedule.
1.1.107 "Scope of Work" and "Scope of Development" means the pre -
construction, construction, demolition, improvements, operations, and uses on the Phase
1 Property for the Project Components as set forth in Exhibit D attached hereto and
incorporated herein by this reference.
1.1.108 "Short -Term Vacation Rental Regulations" means all
provisions of the La Quinta Municipal Code related to short-term vacation rentals as the
same may be amended from time to time, including specifically Chapter 3.24 or successor
provisions related to transient occupancy tax and Chapter 3.25 related to short-term
vacation rentals, except to the extent any provision directly conflicts with the vested rights
in Section 2.2.1 of this Agreement.
1.1.109 "Site" has the same meaning as Property and Phase 1 Property.
1.1.110 "Site Development Permit" and "site development permit" shall
have the meaning set forth in Section 9.180.020 of the La Quinta Municipal Code.
1.1.111 "Site Map(s)" means the site map(s) attached hereto as Exhibit B
and incorporated herein by this reference.
1.1.112 "Specific Plan" shall have the meaning as set forth in Recital C.
1.1.113 "Term" means the period of time for which the Agreement shall be
effective in accordance with Section 1.2 herein.
1.1.114 "TOT" means "transient occupancy tax" collected by City pursuant
to Chapter 3.24 of the La Quinta Municipal Code and applicable state laws.
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1.1.115 "TOT Covenant Agreement" shall mean the "Transient
Occupancy Tax (TOT) Revenue Sharing Covenant" described in Recital F and executed
on or about even date as this Agreement.
1.1.116 "Transfer" means any transfer of any interest, including fee
simple or ground leasehold interest, as applicable, in the Property (Phase 1A Property
and Phase 1 B Property), the City -Owned Option Property, the City -Owned Golf Course
Property, and the City -Owned Ahmanson Ranch Property, and corresponding interests
in this Agreement.
1.1.117 "Transferee" and "transferee" shall mean the Person(s)
receiving an interest subject to a Transfer.
1.1.118 "Transfer Exemption(s)" means, for the purposes of this
Agreement, a Transfer by leases, subleases, licenses, or other occupancy arrangements
for uses on those portions of the Property and Planning Areas that have the Luxury Hotel
Project Component, Public Golf Clubhouse Project Component, and Private Clubhouse
Project Component, consistent with the overall first class character of the Luxury Hotel
and Permitted Hotel Operator, including, without limitation, restaurants and other food
services, fitness centers, wellness facilities, residential rentals that qualify as short-term
vacation rentals under the Short -Term Vacation Rental Regulations, banquets and
parties, corporate events, spa services, bars, gift shops, boutiques and other retail,
recreational activities, and other commercial services. A Transfer Exemption shall not
require prior approval or consent by the City under this Agreement; provided, however,
all uses subject to a Transfer Exemption shall be governed by this Agreement and by any
and all applicable federal, state, and local (including City) laws and regulations, including
but not limited to Ministerial Permits and Approvals and City's Reserved Powers. Nothing
in in this definition does or shall be deemed to release Developer or any transferee with
an interest in any leases, subleases, licenses, or other occupancy arrangements
qualifying as an Transfer Exemption from compliance with the uses set forth in this
Agreement and by any and all applicable federal, state, and local (including City) laws
and regulations, including the City's Zoning Ordinance.
1.1.119 "Uniform Codes" means those building, electrical, mechanical,
plumbing, fire and other similar regulations of a City-wide scope which are based on
recommendations of a multi -state professional organization and become applicable
throughout the City, such as, but not limited to, the Uniform Building Code, the Uniform
Electrical Code, the Uniform Mechanical Code, Uniform Plumbing Code, or the Uniform
Fire Code (including those amendments to the promulgated uniform codes which reflect
local modification to implement the published recommendations of the multi -state
organization and which are applicable City-wide).
1.1.120 "Updated Mitigated Negative Declaration" shall have the
meaning as set forth in Recital K.
1.1.121 "Zoning Ordinance" means Title 9 of the La Quinta Municipal
Code.
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1.2 Term.
This Agreement shall be in full force and effect as of the Reference Date, but for
purposes of the duration of this Agreement pursuant to Section 65865.2 of the
Development Agreement Act, the "Term" of this Agreement shall commence on the
Development Agreement Reinstatement Date, and shall continue for thirty (30) years after
the Development Agreement Reinstatement Date unless said term is otherwise
terminated, modified, or extended by circumstances set forth in this Agreement or by
mutual consent of the Parties after the satisfaction of all applicable public hearing and
related procedural requirements.
1.3 Development Agreement Effective Date.
The vesting of the rights and obligations for the development of the Project set
forth in this Agreement shall be effective as of the date this Agreement is recorded in the
Recorder's Office ("Development Agreement Reinstatement Date"), but upon
becoming effective, the vesting of said rights and obligations shall be retroactive to the
effective date of the Original SDC Development Agreement (the "Effective Date") but
without Developer having assumed any liability with respect to acts or omissions
occurring prior to the Reference Date. The City shall have the right to deliver to the
Parties a written confirmation of the Development Agreement Restatement Date, but said
Development Agreement Restatement Date shall be the date as set forth in the preceding
sentence regardless of whether or when the City delivers such notice.
1.4 Termination of this Aareement.
Unless terminated earlier pursuant to the terms hereof, this Agreement shall
automatically terminate and be of no further effect upon the expiration of the Term of this
Agreement. Termination of this Agreement, for any reason, shall not, by itself, affect any
right or duty arising from entitlements or approvals set forth in the Project Approvals. After
such termination, the Parties shall execute evidence of such termination in customary
and recordable form.
Furthermore, and notwithstanding anything herein to the contrary, this Agreement
shall be subject to termination pursuant to Sections 8.2 and 8.3 if, following the notice
and cure provisions set forth in Section 8.1, Developer fails to commence or complete the
Luxury Hotel Project Component or Public Golf Clubhouse Project Component in
accordance with the Schedule of Performance, as may be modified or adjusted pursuant
to the terms of this Agreement.
Furthermore, notwithstanding anything herein to the contrary, in the event
Developer does not acquire title to the Phase 2 Property pursuant to the Option
Agreement covering the City -Owned Option Property by the outside closing date for
Developer to purchase the Phase 2 Property as set forth in the Option Agreement
(referred to herein as the "Outside Phase 2 Property Acquisition Date"), this
Agreement shall automatically terminate with respect to the Phase 2 Property and
Developer and City agree to execute and record such document as reasonably required
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to terminate and remove this Agreement from record title against the Phase 2 Property.
The Parties acknowledge that in the event of automatic early termination with respect to
the Phase 2 Property as provided in this paragraph, the Parties shall be deemed to have
mutually consented to the early termination of this Agreement solely for the Phase 2
Property for purposes of the Development Agreement Act and Development Agreement
Ordinance.
The Parties acknowledge and agree that, except for the provisions in the foregoing
paragraphs in this Section 1.4 and any other termination rights of a Party that are
expressly set forth herein, the Development Agreement Act and Development Agreement
Ordinance require that, prior to any such early termination of this Agreement, the La
Quinta Planning Commission must hold a public hearing regarding the proposed
termination and make certain recommendations to the City Council, and then the City
Council must hold a public hearing regarding the termination and make certain findings.
1.5 Statement of Benefits and Consideration.
The Parties have determined that a development agreement is appropriate for the
construction and operation of the Project due to the substantial benefits to be derived
therefrom.
The Project will promote the health, safety and general welfare of City and its
residents. In exchange for these and other benefits to City, Developer will receive the
assurance that Developer may develop the Project during the Term of this Agreement,
subject to the terms and conditions herein contained. City has undertaken the necessary
proceedings, has found and determined that this Agreement is consistent with the
General Plan, and has adopted the requisite ordinance approving this Agreement. As a
result of the development of the Project in accordance with this Agreement, City will
receive substantial benefits, including the benefits consistent with economic opportunities
leading to significant job creation and general fund revenue increases that the California
Legislature has promoted pursuant to Government Code section 52200 et seq.
In consideration of the substantial benefits, commitments and consideration to be
provided by Developer pursuant to this Agreement and in order to strengthen the public
planning process and reduce the economic costs of development, City hereby provides
Developer assurance that if Developer acquires title to the Property, Developer can
proceed with the construction and operation of the Project for the Term of this Agreement
pursuant to the Applicable Rules and this Agreement. Developer would not enter into this
Agreement or agree to provide the public benefits, commitments and consideration
described in this Agreement if it were not for the certainty provided by the agreement of
City that the Project could be constructed and operated during the Term of this Agreement
in accordance with the Applicable Rules and this Agreement.
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1.6 City CEQA Findings.
City finds that review of the environmental impacts of this Agreement and the
Project has been conducted in accordance with the provisions of CEQA and the State
and local guidelines adopted thereunder, and City has given consideration to such
environmental review prior to its approval of this Agreement and the Project and has
undertaken all actions necessary to comply with CEQA.
1.7 Consistency with SilverRock Specific Plan Authority for Location and
Alignment of Planning Areas.
Pursuant to Section 2.2.1 of the SilverRock Specific Plan, the location and
alignment of the land uses and zones in the Specific Plan are diagrammatic, and the
precise layout of the various land uses are ultimately to be determined by the actual
alignment and adjacency of each land use category. Consistent with Section 2.2.1 of the
Specific Plan, the Planning Areas as set forth in this Agreement shall govern and apply
to the Development of the Project and shall supersede the planning areas as identified
and located in the Specific Plan, to the extent the planning areas in the Specific Plan are
inconsistent with the Planning Areas set forth in this Agreement.
2. AGREEMENTS AND ASSURANCES
2.1 Agreement and Assurance on the Part of Developer.
In consideration for City entering into this Agreement, and as an inducement for
City to obligate itself to carry out the covenants and conditions set forth in this Agreement,
and in order to effectuate the purposes and intentions set forth in this Agreement,
Developer hereby agrees to develop and use the Property and the Project pursuant to all
of the requirements set forth in this Agreement and other Project Approvals.
2.1.1 Bankruptcy Lawsuit and Property Acquisition Requirements.
From and after the Reference Date of this Agreement, and to facilitate the close of
escrow for Developer to acquire from Debtors the Property as part of the Bankruptcy
Lawsuit and pursuant to any order of the Bankruptcy Court, Developer shall have the
following obligations assuming that concurrently therewith or prior thereto, the City has
entered into and duly authorized all La Quinta Amended Development Documents:
(A) Take all actions necessary or proper to ensure that, prior to
the date of the close of escrow for Developer to acquire the Property, this Agreement and
all La Quinta Amended Development Documents are fully executed and, as appropriate,
notarized and ready for recording in the Recorder's Office;
(B) Deliver or cause to be delivered to the escrow officer and/or
title officer, servicing the acquisition of the Property by Developer from Debtors, any and
all escrow instructions as may be necessary or proper to ensure this Agreement and all
La Quinta Amended Development Documents will be binding on Developer as of the date
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of the close of escrow and, as appropriate, to ensure this Agreement and any other La
Quinta Amended Development Documents or other instruments are recorded in the
Recorder's Office no later than the close of escrow on the Property;
(C) Instruct the escrow officer and/or title officer, servicing the
acquisition of the Property by Developer from Debtors, to ensure that the following La
Quinta Amended Development Documents are fully executed and notarized to be
recorded against the Phase 1 Property on the date of the close of escrow, in the following
order:
This Reinstated Development Agreement shall be recorded
immediately after the grant deed conveying fee title of the
Property to Developer, with no other document or instrument
(including any deed of trust) to be recorded prior to this
Agreement, it being expressly understood and agreed by the
Parties that this Agreement shall have priority and will remain
with priority over any other recorded document or instrument
after the date Developer acquires fee title to the Property;
ii. The Reinstated Covenant Affecting Real Property (Golf
Course Use) and Reinstated Covenant Affecting Real
Property (Ahmanson Ranch House);
iii. The TOT Covenant Agreement;
iv. The Memorandum of the Option Agreement in the form
attached to the Option Agreement.
v. Any other documents as may be necessary or proper, as
determined by the City and Developer, to effectuate the
development and use of the Property consistent with this
Agreement.
(D) Deliver or cause to be delivered to City the original signed
copies of this Agreement and other La Quinta Amended Development Documents, and
deliver or cause to be delivered to City conformed copies of the recorded copies of this
Agreement and (as appropriate) other La Quinta Amended Development Documents.
2.1.2 Developer to Cooperate with City in Good Faith.
Developer and City shall cooperate in good faith to prepare and deliver to the
escrow officer and/or title officer any and all documents so that Developer's acquisition of
the Property from Debtors may occur by the date for the close of escrow pursuant to the
purchase and sale agreement between Developer and Debtors (the "Debtor PSA").
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2.1.3 Taxes and Assessments.
Commencing upon the date of the close of escrow for Developer's acquisition of
the Property, Developer shall pay prior to delinquency all ad valorem real estate taxes
and assessments on the Property (pro -rated to after such time that Developer acquires
fee title to the Property), subject to Developer's right to contest in good faith any such
taxes or assessments. Developer agrees on behalf of itself, and on behalf of all persons
or entities that may own an interest in the portions of the Property developed with any
Project Component in the future, that during the term of the TOT Covenant Agreement,
neither Developer nor any such person or entity shall (i) apply for or receive any
exemption from the payment of property taxes or assessments on any interest in or to the
Project or any portion thereof, or (ii) take any action, including any assessment appeal,
to decrease the assessed value of the Phase 1A Property below the assessed value as
of the Reinstatement Date, to the extent the TOT Covenant Agreement continues to apply
to the Phase 1 A Property.
2.1.4 Covenant to Maintain Property on Tax Rolls.
Developer for itself, its successors and assigns to all or any part or portion of the
Property and/or Project, covenants and agrees that Developer shall not use or otherwise
sell, transfer, convey, assign, lease, leaseback or hypothecate the Property, the Project,
or any portion of any of the foregoing to any entity or person, or for any use of the Property,
the Project, or any portion of any of the foregoing, that is partially or wholly exempt from
the payment of real or personal property taxes or that would cause the exemption of the
payment of all or any portion of real or personal property taxes otherwise assessable
regarding the Property, the Project, or any portion of any of the foregoing, without the
prior written consent of City, which may be withheld in City's sole and absolute discretion
for a period of thirty (30) years from the Reference Date. Notwithstanding the foregoing,
the lease or sublease of up to five percent (5%) of the Property to a tax-exempt
organization shall be considered de minimis for the purposes of this subsection and shall
be permitted without any further approval by the City.
Except as permitted pursuant to the preceding sentence, if the Property, or any
portion of the Property, shall be conveyed, transferred or sold to any entity or person that
is partially or wholly exempt from the payment of real or personal property taxes otherwise
assessable against the Property, or any portion thereof, without the prior written consent
of City commencing from the Reference Date and for the duration of the Term of this
Agreement, then, at City's election and in addition to all other remedies available to City
under this Agreement or at law or in equity, Developer shall pay to City a fee in lieu of
payment of such taxes each year in an amount determined by City to be equal to its share
of property taxes received from the ad valorem tax on the "full cash value" of the Property,
or portion thereof, as may be subject to such exemption from payment of real or personal
property taxes (the "Lost Tax Revenue"). City's determination of the Lost Tax Revenue
for in -lieu payment purposes under this Section shall be established by City each year, if
necessary, by reference to the real or personal property tax valuation principles and
practices generally applicable to a county property tax assessor under Section 1 of Article
XIIIA of the California Constitution. City's determination of the Lost Tax Revenue shall
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be supported by substantial evidence and shall be conclusive on such matters. If City
determines that an amount is payable as an in -lieu payment under this Section in any tax
year, then such amount shall be paid to City for that tax year within sixty (60) days
following transmittal by City to Developer of an invoice for payment of the in -lieu amount.
The covenants of this Section 2.1.4 shall run with the land of the Property, shall be
enforceable against the Developer and its successors and assigns, for the duration of the
Term of this Agreement.
2.2 Agreement and Assurances on the Part of City.
In consideration for Developer entering into this Agreement, and as an inducement
for Developer to obligate itself to carry out the covenants and conditions set forth in this
Agreement, and in order to effectuate the purposes and intentions set forth in this
Agreement, City hereby agrees as follows:
2.2.1 Reinstated and Amended Development Aareement.
On and after the Reference Date, and pursuant to order from the Bankruptcy Court,
the Original SDC Development Agreement shall be deemed reinstated and amended as
provided for in this Agreement. Furthermore, City covenants and agrees that the SDC
PSDA is no longer of any force and effect, and on and after the Reference Date, the SDC
PSDA no longer is incorporated by reference into this Agreement, it being expressly
understood and agreed by the Parties that this Agreement (along with all other
agreements between City and Developer resulting from the purchase and sale of the
Property vis-a-vis the Bankruptcy Lawsuit) governs the pre -development, development,
operation, and use of the Property for the Project.
2.2.2 Entitlement to DeveloD with Vested Riahts.
Developer has the vested right to develop the Project subject to the terms and
conditions of this Agreement, Project Site Development Permits, and Applicable Rules,
subject to the Reserved Powers. Developer's vested rights under this Agreement shall
include, without limitation, the right to remove, remodel, renovate, rehabilitate, rebuild or
replace the existing construction and development, or any portion thereof, for the Project
throughout the Term for any reason, including, without limitation, in the event of damage,
destruction or obsolescence of the existing construction or development or any portion
thereof, subject to Developer's timely performance of its obligations under this
Agreement, Project Approvals, and Applicable Rules (and subject to the Reserved
Powers). To the extent that all or any portion of the existing construction or development
for the Project is removed, remodeled, renovated, rehabilitated, rebuilt or replaced,
Developer may demolish and/or relocate that portion of the existing construction or
development, as the case may be, at another location on the Property, subject to timely
compliance with, and the requirements of, this Agreement, Project Approvals, and
Applicable Rules (and subject to the Reserved Powers).
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2.2.3 Short -Term Vacation Rentals.
This Agreement does hereby provide that short-term vacation rentals, as set forth
in the Short -Term Vacation Rental Regulations, are a permitted use within all portions of
the Project that allow residential uses, and the rights to such permitted use are hereby
vested in Developer pursuant to the terms of this Agreement. Developer shall comply
with the provisions in this Agreement (below) pertaining to the use and operation of short-
term vacation rentals.
2.2.4 Changes in Applicable Rules.
(A) Nonapplication of Changes in Applicable Rules.
Any change in, or addition to, the Applicable Rules adopted or becoming effective
after the Development Agreement Restatement Date, including, without limitation, any
such change by means of ordinance, City Charter amendment, initiative, referendum,
resolution, motion, policy, order or moratorium, initiated or instituted for any reason
whatsoever and adopted by the City, City Council, Planning Commission or any other
board, commission, department or agency of the City, or by the electorate, as the case
may be, which would, absent this Agreement, otherwise be applicable to the Property
and/or Project, and which would be in direct conflict of this Agreement, shall not be applied
to the Property or the Project unless such changes represent an exercise of City's
Reserved Powers, or are otherwise agreed to in this Agreement. Notwithstanding the
foregoing, Developer may, in its sole discretion, consent to the application to the Property
and/or Project any change in the Applicable Rules.
(B) Changes in Uniform Codes.
Notwithstanding any provision of this Agreement to the contrary, development and
use of the Project shall be subject to changes which may occur from time to time in the
Uniform Codes, as such Codes are adopted by the City of La Quinta.
(C) Changes Mandated by Federal or State Law.
This Agreement shall not preclude the application to the Property or Project of
changes in, or additions to, the Applicable Rules, including rules, regulations, ordinances
and official policies, to the extent that such changes or additions are mandated to be
applied to developments such as the Project on the Property by state or federal laws
and/or regulations, pursuant to the Reserved Powers. In the event state or federal laws
or regulations prevent or preclude compliance with one or more provisions of this
Agreement, such provisions shall be modified or suspended as may be necessary to
comply with such state or federal laws or regulations.
2.2.5 Subsequent Development Review.
Nothing set forth herein shall impair or interfere with the right of City to require
Developer (or any agent acting on Developer's behalf) to apply for and obtain any and all
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Discretionary Permits, Ministerial Permits and Approvals, and any other permits, licenses,
approvals, or entitlements required by law pursuant to applicable provisions of the La
Quinta Municipal Code, Uniform Codes, or other rules and procedures adopted by City
and applicable to the Project pursuant to the Applicable Rules.
Prior to each request for a building permit, Developer shall provide City with a
Compliance Certificate for Building Permit ("Certificate for Building Permit") in a form
created by Developer and reasonably approved by City, which shall describe how all
applicable Project Approvals, including applicable Conditions of Approval, have been fully
complied with so that Developer may be issued a building permit. Each Certificate for
Building Permit shall be distributed by City to the relevant City departments for checking
the representations made by Developer thereon, and City shall diligently pursue
completion of such process to avoid any unnecessary delays in the prompt issuance of
building permits for the Project.
2.2.6 Effective Development Standards.
City agrees that it is bound to permit the uses, intensities of use and densities on
the Property which are permitted by this Agreement and the Project Approvals, insofar as
this Agreement and the Project Approvals so provide or as otherwise set forth in the
Applicable Rules (subject to Reserved Powers). City hereby agrees that it will not
unreasonably withhold, condition, or delay any permits, licenses, approvals, or
entitlements which must be issued by City in order for the Project to proceed, provided
that Developer in in compliance with this Agreement and the Project Approvals and
reasonably and satisfactorily complies with all City-wide standard procedures for
processing applications for such approvals and/or permits.
Except as expressly provided in this Agreement, the City retains all discretion to
approve, deny, or condition any and all permits, licenses, approvals, and entitlements,
and other applications related to the Project and development and use of the Property,
including for Project Approvals and Discretionary Actions to the extent provided under
Applicable Rules.
2.2.7 Moratoria or Interim Control Ordinances.
In the event an ordinance, resolution, policy, or other measure is enacted, whether
by action of City, by initiative, or otherwise, which relates directly or indirectly to the Project
or to the rate, amount, timing, sequencing, or phasing of the development or construction
of the Project on all or any part of the Property or the implementation of the Mitigation
Measures adopted in connection with approval of the Project, City agrees that such
ordinance, resolution or other measure shall not apply to the Property, the Project or this
Agreement, unless such changes are adopted pursuant to the Reserved Powers or other
applicable provisions of this Agreement.
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3. DEVELOPMENT OF THE PROJECT
3.1 Generally.
Developer shall develop or cause the development of the Project on the Property
in accordance with this Agreement and other Project Approvals, the Project Description,
Site Maps, Scope of Work for all Project Components, and within commencement and
completion dates of the Project Components pursuant to the Schedule of Performance
stated to be Project Milestones. The Project Components shall be developed in phases
in accordance with the Site Maps, Schedule of Performance, Project Description, Scope
of Work, this Agreement and other Project Approvals.
3.1.1 Compliance with Laws.
All work performed in connection with the pre -development, development,
construction, demolition, rehabilitation, use, and operation of the Project shall comply with
all applicable federal, state, and local laws and regulations.
3.1.2 Compliance with Government Code Section 66473.7.
Developer shall comply with the provisions of Government Code Section 66473.7
with respect to any Project Tract Maps prepared for the Project.
3.1.3 Mitigation Monitoring Program.
The Developer shall comply with any and all Mitigation Measures and reporting
requirements as set forth and in accordance with the Mitigation Monitoring Program
incorporated into the Updated Mitigated Negative Declaration by the Agreement
Addendum.
3.1.4 Temporary Golf Course Clubhouse.
In the event that, prior to the time Developer completes the construction as
evidenced by the recording of a Certificate of Completion that applies to the Public Golf
Clubhouse Project Component, Developer's construction activities hereunder will if so
elected by Developer (i) result in the removal of the existing temporary golf clubhouse, or
(ii) render the location of the existing temporary golf clubhouse impractical, as determined
by City, then Developer shall erect or install a new temporary golf clubhouse to serve the
Golf Course until such time as the Public Golf Clubhouse Project Component has been
completed and opened to the public. Said new temporary golf clubhouse shall be
constructed according to minimum standards reasonably required by City, and may be a
modular or similar facility, but shall provide the same or equivalent services, and operate
during the same hours, as the existing temporary golf clubhouse. City shall have the right
to review and approve (which approval shall not be unreasonably withheld, delayed or
conditioned) Developer's proposals for any such new temporary golf clubhouse.
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3.1.5 Obtaining Project Entitlements.
Developer shall have the obligation to apply for and obtain, at its own cost and
expense, any and all permits, licenses, approvals and entitlements for the development
of the Project and use and operation for the authorized uses attached to each Project
Component as set forth in this Agreement. By the approximate dates set forth in the
Schedule of Performance (or, with respect to Project Milestones, the dates), Developer
shall submit to City Staff for review, comment and conformation of completeness, and for
subsequent processing pursuant to the La Quinta Municipal Code (or, as applicable, this
Agreement), the following:
(A) A proposed complete conceptual development plan for the
Project Components on the Phase 1A Property that describes and depicts: (1) the location
and placement of proposed buildings, (2) the architecture and elevations of the proposed
buildings, and (3) any other specifications that Developer and City Staff mutually agree
upon to be included in Phase 1A Property Project Components;
(B) A proposed complete conceptual development plan for the
Project Components on the Phase 1 B Property that describes and depicts: (1) the location
and placement of proposed buildings, (2) the architecture and elevations of the proposed
buildings, and (3) any other specifications that Developer and City Staff mutually agree
upon to be included in Phase 1 B Property Project Components (which it is acknowledged
and agreed that, at the election of Developer, may be as part of or separate from the
development of the Phase 2 Property; provided, however, that any actual development
of the Phase 2 Property shall be contingent on Developer meeting the conditions
precedent to exercising the option and validly exercises the option to purchase the City -
Owned Option Property (Phase 2 Property), and acquiring fee title to the Phase 2
Property, pursuant to the Option Agreement);
(C) A proposed complete conceptual development plan for the
Landscaping And Trails Project Component that describes and depicts: (1) the location
and placement of proposed landscaping, vegetation, hardscaping, fencing, pathways,
trails, and/or related landscaping features or improvements for the Phase 1 Property, (2)
the elevations of the proposed landscaping and related features and improvements, (3) a
dust mitigation (PM 10 abatement) plan and contingency measures for instances when
dust mitigation would be performed by Developer, and (4) any other specifications that
Developer and City Staff mutually agree upon (including the perimeter landscaping that
bounds the SilverRock Resort Area along Jefferson Street and Avenue 52 pursuant to
Section 5.1.4 of this Agreement) to be included in the Landscaping And Trails Project
Component; and
(D) Proposed zoning change, Specific Plan Amendment, or
changes to the City's General Plan, if any, necessary to accommodate the Project
Components on the Phase 1 B Property.
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3.1.6 Submission of Additional Information to City.
For informational purposes only, Developer shall also provide the following
information to the City Manager in connection with obtaining the remaining entitlements
for the Luxury Hotel Project Component, the Phase 1A Luxury Residential Project
Component, and the Phase 1 B Luxury Residential Project Component.
(A) Commitment letter, term sheet, letter of intent, memorandum
of understanding or similar instrument (which it is acknowledged may be non -binding)
from the proposed Permitted Hotel Operator for the Luxury Hotel Project Component and
(if applicable) Phase 1A Luxury Residential Project Component and/or Phase 1B Luxury
Residential Project Component (depending on which Project Component(s) Developer
elects to undertake at the appliable time), along with documentation confirming certain of
the basic terms and conditions pursuant to which the proposed Permitted Hotel Operator
will operate and manage the luxury hotel, but excluding any information reasonably
designated proprietary or otherwise confidential by the Hotel Operator including, without
limitation, economic terms;
(B) The Final Project Budget for the applicable Project
Component(s);
(C) The proposed financing plan generally identifying financing
sources for all private and public improvements proposed for the Project Components on
the Phase 1A Property, which financing plan is consistent with the Final Project Budget
and in compliance with all applicable financing provisions in this Agreement, with respect
to the applicable Project Component(s);
(D) The proposed financing plan generally identifying financing
sources for all private and public improvements proposed for the Project Components on
the Phase 1 B Property, which financing plan is consistent with the Final Project Budget
and in compliance with all applicable financing provisions in this Agreement, with respect
to the applicable Project Component(s).
3.2 Construction Provisions.
3.2.1 Developer Covenant to Complete the Project.
Upon the close of escrow and Developer's acquisition of the Property, Developer
covenants, for itself, its successors and assigns, that the Developer shall commence and
complete the construction of the Project on the Property within the approximate (or, with
respect to Project Milestones, the dates) time period for such actions set forth in the
Schedule of Performance. Developer covenants and agrees for itself, its successors, and
assigns, that the Property shall be improved and developed with the Project in substantial
conformity with the terms and conditions of this Agreement, Project Approvals, and
Applicable Rules, except for such changes as may be mutually agreed upon in writing by
and among the Parties, and all applicable laws, regulations, orders and conditions of all
other federal, state, and local governmental agencies with jurisdiction over the Property
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or the Project, subject in each such case to events of Force Majeure. The covenants of
this Section shall run with the land of the Property until the earlier of the date of
recordation of the final Certificate of Completion or the expiration of the Term of this
Agreement, subject to the provisions in this Agreement that those portion(s) of the
Property that have a Certificate of Completion recorded against an applicable Project
Component(s) shall be released from this Section upon the recording of said Certificate
of Completion applicable to that Project Component(s).
3.2.2 Chanaes to Specifications Durina Course of Construction.
Developer shall have the right during the course of construction of the Project to
make minor field changes, without seeking the approval of the City, if such changes do
not affect the type of use to be conducted within all or any portion of a structure. "Minor
field changes" shall be defined as those changes from the Project Approvals or City -
approved Discretionary Permits and/or Ministerial Permits and Approvals, that have no
substantial effect on the Project or are made in order to expedite the work of construction
in response to field conditions. Developer shall submit all other changes (those changes
which are not Minor Field Changes) to the City for its review and approval (which shall
not be unreasonably delayed, withheld or conditioned) no less than thirty (30) days prior
to the date that Developer intends to implement such changes, or as otherwise
determined appropriate by the Parties based on the circumstances presented. City shall
have twenty (20) days from its receipt of such proposed changes to review the same and
advise the Developer in writing whether such changes are acceptable to City in its
reasonable discretion. Any proposed changes which are not disapproved by City within
such twenty (20) day period shall be deemed approved. Nothing contained in this Section
shall be deemed to constitute a waiver of or change in the City requirements governing
changes or any other approvals by the City otherwise required construction of the Project.
3.2.3 Construction Commencement and Completion.
Developer shall commence construction of the Project in approximate accordance
with the Schedule of Performance (or, with respect to Project Milestones in accordance
therewith (subject to events of Force Majeure)) and, thereafter, shall diligently proceed to
complete the construction of the Project in a good and workmanlike manner in substantial
conformity with the Project Approvals according to the Schedule of Performance.
Developer shall obtain a Certificate of Completion on or before the final completion date
as set forth in the Schedule of Performance for the Project Milestones, and for other
Project Components on the Phase 1A Property and Phase 1B Property, approximately
on or before the completion dates, as set forth in the Schedule of Performance.
Developer shall, promptly upon completion of construction of any Project Component(s),
cause said Project Component(s) to be inspected by each federal, state, and local
(including City) governmental agency with jurisdiction over the Project required under law
to conduct such inspection, shall correct any defects and deficiencies that may be
disclosed by any such inspection and shall cause to be duly issued all certificates of
occupancy and other permits, licenses, approvals or entitlements necessary for the
operation and occupancy of said completed Project Component(s). Excepting any
preliminary work undertaken by Developer to salvage or use existing improvements on
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the Property, after commencement of the work of improvement of a Project Component
on the Phase 1A Property, the Developer shall not permit the work or improvements to
that Project Component of the Phase 1A Property to cease or be suspended for a time
period in excess of ninety (90) consecutive calendar days, subject to events of Force
Majeure as provided in this Agreement. Similarly, after commencement of the work of
improvement of a Project Component on the Phase 1 B Property, the Developer shall not
permit the work or improvements to that Project Component of the Phase 1 B Property to
cease or be suspended for a time period in excess of ninety (90) consecutive calendar
days, subject to events of Force Majeure as provided in this Agreement.
3.2.4 Compliance and Modifications to Schedule of Performance.
The Schedule of Performance establishes various dates and times setting for the
approximate dates for the accomplishment of various tasks assigned to Developer, and
satisfaction of all of those tasks must be met prior to issuance by the City of the final
Certificate of Completion. Notwithstanding the previous sentence, the Parties agree that
time is of the essence in the performance of the Project Milestones, and, if any of the
same are not timely met, then the City shall have the right to exercise any of its rights for
failure to meet a Project Milestone set forth in this Agreement.
If the date or time for the performance of a task or the satisfaction of a condition,
as set forth in either the text of this Agreement or which constitutes a Project Milestone,
may not be achieved, then prior to such date or time set forth in the text of this Agreement
or the Project Milestone, the Parties shall consider whether a modification to the text of
this Agreement or to the Schedule of Performance is warranted. Any decision to approve
a modification to a time or date established in either the text of this Agreement or the
Project Milestones shall be subject to the discretion of each Party, which shall be
exercised reasonably and in good faith, and any request by Developer for any
modification shall be reviewed by the City Manager for a determination of whether the
modification is an Insubstantial Modification as provided for in this Agreement.
Any modification of a time or date for performance of a particular task or
satisfaction of a particular condition that does not result in a change of more than one
hundred eighty (180) calendar days may be approved on behalf of the City by the City
Manager as an "Insubstantial Modification." A modification of a time or date for
performance of a task or satisfaction of a condition that results in an aggregate change
of more than one hundred eighty (180) calendar days to that task or condition (excluding
any Force Majeure delays) shall be subject to the approval of the City Council, in its sole
and absolute discretion, and would be memorialized as an amendment to this Agreement.
If performance of a task or satisfaction of a condition for any Project Milestones in the
Schedule Performance is prevented or delayed by an event of Force Majeure, the
deadline for completion of such task or satisfaction of such condition shall be extended
by the period of such event of Force Majeure. Upon the completion of an event of Force
Majeure, the extended period shall be memorialized in writing by the City Manager and
Developer and delivered to the Parties.
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3.2.5 City's Right to Inspect Property and Project.
Officers, employees, agents and representatives of City shall have the right of
reasonable access to the Property, without the payment of charges or fees, during normal
construction hours, during the period of construction of the Project. Such officers,
employees, agents or representatives of the City shall be those persons who are
designated by the City Manager or authorized designee. Any and all officers, employees,
agents or representatives of the City who enter the Property, if requested by Developer,
shall identify themselves at the construction management office on the Property upon
their entrance on to the Property, and, if required by Developer, shall at all times be
accompanied by a representative of the Developer while on the Property. Developer shall
make a representative of Developer available for this purpose at all times during normal
construction hours, upon reasonable notice from the City. City shall defend, indemnify
and hold the Developer harmless from injury, property damage or liability arising out of
the exercise by the City of the right of access to the Property provided in this Section,
other than injury, property damage or liability arising from the negligence or willful
misconduct of Developer or its officers, agents or employees. City shall inspect relevant
portions of the Property, prior to issuing any written statements reflecting adversely on
Developer's compliance with the terms and conditions of this Agreement pertaining to
development of the Project. If, in the City's reasonable discretion it is necessary, City
shall have the further right, from time to time, to retain a consultant or consultants to
inspect the Project and verify compliance by the Developer with the provisions of this
Agreement at City's sole cost and expense. Developer acknowledges and agrees that
any such inspections are for the sole purpose of protecting the City's rights under this
Agreement, are made solely for the City's benefit, that the inspections may be general in
nature, and are for the purposes of informing the City of the progress of the Project and
the conformity of the Project with the terms and conditions of this Agreement, and that
Developer shall not be entitled to rely on any such inspection(s) as constituting an
approval, satisfaction or acceptance of any materials, workmanship, conformity of the
Project with this Agreement or otherwise. Developer agrees to make its own regular
inspections of the work of construction of the Project to determine that the quality of the
Project and all other requirements of the work of construction of the Project are being
performed in a manner satisfactory to the Developer. Developer also agrees to
immediately notify the City in writing should the Developer's inspections show any matters
that will prevent a Project Component from being completed by the date and time set forth
therefore in the Schedule of Performance.
3.2.6 Dust Control.
From and after the date of the close of escrow for Developer's acquisition of the
Property and until the date of the last Certificate of Completion is recorded against the
Property (or applicable portion thereof), Developer shall implement the Dust Control
Program with respect to the Property. Such implementation shall continue until such time
as all Project Components have been completed, as evidenced by City's issuance of, and
the recording of, the last Certificate of Completion for the completion of the last Project
Component on the Property.
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3.2.7 Developer Sale of Undeveloped Lots in Phase 1A Luxury Branded
Residences Proiect Component and Phase 1 B Luxury Residential Proiect Component.
For the duration of the Term of this Agreement, Developer shall have the obligation
to complete or cause the completion of construction for all Project Components of the
Project; provided, however, that Developer shall have the right, in accordance with
phased development of the Project set forth in the Schedule of Performance, to sell to
individual buyers any precisely -graded unimproved custom single-family luxury home
Lots as part of the Phase 1A Luxury Branded Residences Project Component (PA 2) and
the Phase 1 B Luxury Residential Project Component (PA 7), as long as any Lot sold to
an individual buyer as part of the Project is subject to and governed by terms and
conditions promulgated and enforced by the Permitted Hotel Operator and/or Developer
for the timely construction and availability for occupancy of a single-family luxury
residence on said Lot in accordance with design and construction requirements that are
consistent with the use (or availability of the use) of such single-family luxury residence
with the Luxury Hotel. The City shall have the right, upon request of Developer, to review
the form of any agreements, development or construction guidelines or covenants, or
other documents, which would be applicable to any Lots that would be eligible for sale to
individual buyers pursuant to this Section, for the purpose of the City ensuring that the
sale and construction of such unimproved Lot by an individual buyer is consistent with
this Agreement and the Project. Any individual buyer of an unimproved Lot shall have
the obligation to comply with any and all federal, state, and local (including City) laws and
regulations for the development, use, and maintenance of a single-family luxury residence
on the Lot, including but not limited to the requirement to obtain any and all Discretionary
Permit and Ministerial Permits and Approvals from the City. Developer shall not sell or
otherwise transfer (by lease or other conveyance) to an individual buyer any unimproved
Lot on the Property unless such transfer is by a sale (for valuable consideration to a bone -
fide purchaser) in accordance with the minimum requirements of this Section 3.2.7 and
this Agreement. Any unimproved Lot owned by individual buyers pursuant to this
Section 3.2.7 shall remain subject to and bound by this Agreement until a certificate of
occupancy is issued by the City for a completely constructed single-family luxury
residence on said Lot, and, for the avoidance doubt, Developer shall not be entitled to a
Certificate of Completion to be issued and recorded against any unimproved Lot(s) until
a certificate of occupancy has been issued by the City for a completely constructed single-
family luxury residence on said Lot(s).
3.3 Costs of Construction.
Except for the TOT rebate as provided for in the TOT Covenant Agreement and
the potential premium purchase price for the City -Owned Option Property as provided for
in the Option Agreement, all costs and expenses for the undertaking and completing the
Project, including, without limitation, constructing all Project Components, all legally
imposed on- and off -site improvements, and providing all utilities therefor, shall be borne
by Developer at its sole cost, expense, and liability.
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3.3.1 Payment of Fees.
During the Term of this Agreement, Developer shall be solely responsible for
payment, and shall pay timely when due, all Processing Fees and Impact Fees with
respect to the Project. The amounts for any and all Processing Fees, and amounts for
any and all Impact Fees, to be charged and applied in connection with the development
of the Property and use of the Project, or any Project Components or portions thereof,
shall be the amounts which are in effect on a City-wide basis at the time an application
for a permit, license, approval or other entitlement is submitted and made for City
processing and action, except that City shall not impose on the Project any new Impact
Fees that were not in effect as of the Development Agreement Reinstatement Date. To
further amplify the preceding sentence and to avoid any doubt, Developer does not have,
by entering into this Agreement, a vested right in the amounts of Processing Fees and
Impact Fees, or any other fees, charges, levies, or assessments previously paid, in effect
as of either the Reference Date or Development Agreement Restatement Date, but does
have a vested right to be subject to only the Impact Fees in effect as of the Development
Agreement Reinstatement Date.
3.3.2 Other Fees and Charges.
Except as otherwise provided in this Agreement, nothing set forth in this
Agreement is intended to or shall be construed to limit or restrict the City's authority to
impose its existing, or any increased, fees, charges, levies, or assessments for the
development and of the Property and Project, or to impose or increase, subject to the
required procedure, any taxes applicable to the Property and Project including but not
limited to transient occupancy taxes, provided nothing set forth herein is intended or shall
be construed to limit or restrict whatever right Developer might otherwise have to
challenge any fee, charge, levy, assessment, or tax imposed or any binding agreements
between the City and Developer.
3.3.3 Limited Interference with Golf Course Usage.
Developer shall carry out the construction of the Project so as to minimize
interference with the Golf Course, including, without limitation, taking all necessary
actions to ensure that dust (i) does not blow off or leave any portion of the Property under
development and enter onto any portion of the Golf Course; or (ii) is not tracked from any
portion of the Property under development onto any of the roadways within or surrounding
the SilverRock Resort Area (including Jefferson Street and Avenue 52). Developer shall
screen any portion of the Property under development to minimize the visual impacts of
such development on persons using the Golf Course. Developer acknowledges that City
has previously, and may in the future, enter into a use agreement with a charitable entity,
pursuant to which the Golf Course may be utilized for an annual golf tournament. In any
year when said tournament is held at the Golf Course, no construction activities shall take
place during the televised portion of the tournament unless authorized, in writing, by the
City Manager, and Developer and Developer's contractors and subcontractors shall
ensure that during the tournament all construction sites are left in a neat and orderly
condition. Developer additionally agrees to coordinate with the tournament officials to
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ensure that construction activities do not interfere with the tournament. In the event
construction activities are halted pursuant to this subsection, all remaining dates and
deadlines on the Schedule of Performance including the Project Milestones shall
automatically be extended for a period of thirty (30) days for each the date such
construction is re -commenced, and the Parties shall confirm the revised dates in a writing
signed by the City Manager. Nothing in this provision shall be construed to limit or prevent
Developer's work to improve the Golf Course pursuant to any plans duly approved by the
City.
3.3.4 Prevailing Wages.
Developer acknowledges that the City has not made any representation, express
or implied, to Developer or any person associated with Developer regarding whether or
not laborers employed relative to the construction of the Project must be paid the
prevailing per diem wage rate for their labor classification, as determined by the State of
California, pursuant to Labor Code Sections 1720 et seq. Developer agrees with City that
Developer shall assume the responsibility and be solely responsible for determining
whether or not laborers employed relative to the construction of the Project must be paid
the prevailing per diem wage rate for their labor classification.
Developer, on behalf of itself, its successors, and assigns, waives and releases
City from any right of action that may be available to it pursuant to Labor Code Sections
1726 and 1781. Developer acknowledges the protections of Civil Code Section 1542
relative to the waiver and release contained in this Section, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR."
BY INITIALING BELOW, DEVELOPER KNOWINGLY AND
VOLUNTARILY WAIVES THE PROVISIONS OF CIVIL CODE
SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS
AND RELEASES OF THIS SECTION.
Developer's initials:
Additionally, in accordance with the general indemnity provisions in this
Agreement, Developer shall indemnify, defend (with counsel acceptable to the City), and
hold harmless City against any claims pursuant to Labor Code Sections 1726 and 1781
arising from this Agreement or the construction or operation of the Project.
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3.4 Completion of Construction.
Provided Developer is not in Default or MAE Default of this Agreement, then
Developer shall have the right, upon Developer's purported completion of construction for
any Project Components on the Phase 1A Property, and upon Developer's purported
completion of construction for any Project Components on the Phase 1113 Property, to
obtain a Certificate of Completion for that Project Component according to the following
provisions:
3.4.1 Request for Certificate of Completion.
Following the substantial completion of construction, and upon written request from
the Developer for issuance of a Certificate of Completion, City shall inspect the Project
Component(s) to determine whether or not said Project Component(s) have been
substantially completed in compliance with this Agreement. If City determines that said
Project Component(s) are complete and in compliance with this Agreement, City Manager
shall furnish the Developer with a Certificate of Completion for the respective Project
Component(s). If City determines that said Project Component(s) are not in compliance
with this Agreement, the City Manager shall send written notice of each non -conformity
to the Developer. Upon issuance of the final certificate of occupancy for the development
of the Project (excluding homes on lots sold by Developer for single-family luxury custom
home construction by the buyer thereof), based on the plans submitted by the Developer
to the City, City shall deliver the Developer a final Certificate of Completion for the Project
and Developer shall thereafter be released from the construction obligations under this
Agreement with respect to the applicable Project Component(s). Until the issuance of the
final certificate of occupancy (excluding homes on lots sold by Developer for single-family
luxury custom home construction by the buyer thereof) for a Project Component (if
required under Applicable Rules), Developer shall not be entitled to a final Certificate of
Completion and shall remain liable for the completion of all construction obligations under
this Agreement with respect to such Project Component(s). Neither Developer nor City
should unreasonably interfere with the usual inspections by City agencies or other typical
governmental inspections related to requirements for a certificate of occupancy.
3.4.2 Issuance of Certificate of Completion.
City shall not unreasonably withhold the issuance of a Certificate of Completion.
A Certificate of Completion shall be evidence of the City's conclusive determination of
satisfactory completion of the construction of the Project Component(s) to which it
pertains pursuant to the terms of this Agreement. After the recordation of a Certificate of
Completion for a Project Component, any person then owning or thereafter purchasing,
leasing or otherwise acquiring any interest in the Property improved with said Project
Component shall not (because of such ownership, purchase, lease or acquisition) incur
any obligation or liability under this Agreement regarding construction of said Project
Component except that such person shall be bound by any reservations, covenants,
conditions, restrictions and other interests recorded against the Property pursuant to this
Agreement which by their terms continue in effect.
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3.4.3 Further Actions for Completion of Construction.
If City fails or refuses to issue a Certificate of Completion following written request
from Developer within sixty (60) calendar days of Developer's written request, City shall
provide Developer with a written statement setting forth the reasons for City's failure or
refusal to issue a Certificate of Completion. The statement shall also contain City's
opinion of the action(s) Developer must take to obtain a Certificate of Completion from
City. If the reason for Developer's failure to complete the Project (or a Project
Component(s) or improvements on any portion of the Property for which the request
pertains) is confined to the immediate unavailability of specific items or materials for
construction or landscaping at a price reasonably acceptable to Developer or other minor
building "punch -list" items, City may issue its Certificate of Completion upon the posting
of a cash escrow, bond or irrevocable standby letter of credit by Developer (or other proof
of funds being available) in a form reasonably acceptable to the City in an amount
representing the cost of the work on the Project (or a Project Component(s) or
improvements on any portion of the Property for which the request pertains) remaining to
be completed, as reasonably determined by City. If City fails to provide such written
statement, within the specified time period, Developer shall be deemed conclusively and
without further action of City to have satisfied the requirements of this Agreement with
respect to the Project (or a Project Component(s) or improvements on any portion of the
Property for which the request pertains) as if a Certificate of Completion had been issued
by the City pursuant to this Agreement.
3.4.4 Limits on Legal Effect of Certificate.
A Certificate of Completion shall not constitute evidence of compliance with or
satisfaction of any obligation of the Developer to any holder of a Lien, or any insurer of a
Llien or mortgage securing money loaned to finance the Project, or any parts thereof. A
Certificate of Completion shall not be deemed to constitute a notice of completion under
Civil Code Sections 8186 or 9204, nor shall it act to terminate the continuing covenants,
restrictions or conditions contained in any other instruments recorded against the
Property pursuant to this Agreement. A Certificate of Completion is not evidence of the
compliance of the Project with any City requirements or any building code, conditions of
approval, land use, zoning or other requirements of the City or any federal, state, or local
governmental agency with jurisdiction over the Property other than the City.
3.5 Planned Development and CC&Rs.
Developer shall construct the Project on the Property as a "planned development"
as defined in California Civil Code Section 4175 (or successor provision) pursuant to the
Davis -Stirling Act, which, among other requirements, shall require the recording by
Developer of a declaration (and may at Developer's discretion have multiple
declaration(s)) of covenants, conditions, and restrictions ("CC&Rs") that, at a minimum,
meet the requirements of a "declaration" as defined and described in the Davis -Stirling
Act and to memorialize specified Conditions of Approval that are part of the Project
Approvals. Developer shall provide to City, no less than ninety (90) days prior to the
anticipated date of recording or anticipated date of submittal for review by the California
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Department of Real Estate (or other state agency with regulatory powers pursuant to the
Davis -Stirling Act), whichever is earlier, a copy of a draft of any CC&Rs to be recorded
against the Property, and any subsequent CC&Rs covering a portion of the Property for
review and approval, not to be unreasonably withheld, by the City Manager and City
Attorney. The Project shall have an "association" as defined and described in the Davis -
Stirling Act, and may have multiple "associations" connected to the CC&Rs recorded
against a portion of the Property as part of the Project if so elected by Developer.
3.5.1 CC&Rs to Include Relevant Conditions of Approval.
Developer shall construct the Project on the Property only in accordance with the
Project Approvals, with CC&Rs recorded against the Property and any portions thereof
to memorialize any specified Conditions of Approval that apply to the various portions of
the Property pursuant to the Project Approvals.
3.5.2 Luxury Residences and Maintenance Obligations.
In addition to any other requirements set forth in applicable Conditions of Approval,
prior to City's issuance of a certificate of occupancy for the first residential dwelling that
is part of the Phase 1A Luxury Residential Project Component, and that is part of the
Phase 1 B Luxury Residential Project Component, respectively, Developer shall have
submitted to City and shall have obtained City's approval of (such approval not to be
unreasonably withheld, conditioned or delayed), CC&Rs that (i) establishes a
homeowners' association, (ii) is necessary to create a condominium regime for the
condominiums described in and part of any Project Approvals (including as part of this
Agreement); (iii) clearly sets forth the maintenance obligations for the homeowners'
association and respective owners of the residential dwellings subject to the CC&Rs; (iv)
includes a disclosure of this Reinstated Development Agreement and general summary
of its primary business terms; (v) includes a disclosure regarding the ownership and
control of the Golf Course and Ahmanson Ranch House, as well as a disclosure of the
conditional transfer of ownership of same to Developer as more fully described in this
Reinstated Development Agreement; and (vi) a statement that Developer does not and
cannot guarantee the timing of or actual development or use of the remaining
undeveloped real property located within the SilverRock Resort Area.
3.5.3 Recording of CC&Rs.
Unless a Condition of Approval provides otherwise, Developer shall have the
obligation, at its own cost and expense, to record or cause to be recorded in the
Recorder's Office any and all CC&Rs after they have been reviewed and approved by
City and Developer pursuant to this Agreement.
3.5.4 City as Third Party Beneficiary; Amendments to CC&Rs.
All CC&Rs shall provide that City is a third party beneficiary with the right, but not
the obligation, to enforce any and all terms and conditions in CC&Rs that specifically
relate to and are required by this Agreement or are for the general benefit of the public (if
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applicable) based upon the Project and Project Approvals. Additionally, all CC&Rs that
have been previously approved by City and recorded in the Recorder's Office shall require
the prior written approval (which shall not be unreasonably withheld, delayed or
conditioned) of City prior to any amendments to said CC&Rs affecting provisions where
City is a third party beneficiary to ensure that such amendments comply with the
requirements of this Agreement.
3.5.5 City Right to Compel Corrections to CC&Rs.
In addition to any and all rights and remedies available to City under this
Agreement and at law or in equity, City shall have the right to compel Developer (or any
successor or assignee, including a homeowners association) to terminate and remove
from record title any CC&Rs that were recorded against the Property (or portion thereof)
that were not previously approved by City (to the extent such approval is required under
this Agreement) and/or otherwise do not comply with the requirements of this Agreement
or other Project Approvals. Furthermore, City shall have the right to compel the recording
against the Property (or portion thereof) a corrected version of the CC&Rs that has
received City's and Developer's written approval and does comply with the requirements
of this Agreement and (if applicable) Project Approvals. Developer (or any successor or
assignee, including a homeowners association) shall have the obligation to pay all costs
and expenses incurred by City, including for City Staff time and City Attorney costs,
relating to the enforcement of this Section and need for recording corrected CC&Rs.
3.6 Dedications and Improvements.
Developer shall offer dedications to the City or other applicable public agency, or
complete those public improvements in connection with the Project, as specified in the
Project Approvals.
3.7 Posting Payment and Performance Bonds.
Developer shall pay for and deliver to City, for each public improvement on the
Property (or applicable portion thereof) required to be undertaken by Developer pursuant
hereto, duly executed and operative payment and performance bonds (or other
improvement security approved by City and permissible pursuant to applicable state and
local law) covering one hundred percent (100%) of the costs to complete the construction
of the applicable public improvements (generally referred to herein is "Construction
Improvement Security"). Unless other specified in a Condition of Approval applicable
to a Project Component, such Construction Improvement Security shall be delivered to
City prior to the commencement of any work, as specified in the Scope of Work, on the
applicable Project Component.
3.8 Regular Updates to City on Development of the Project.
Commencing from the Development Agreement Reinstatement Date, and for the
duration of the Term, Developer shall deliver to the City Manager (or authorized designee)
regular updates on the status of the development and construction of the Project. Unless
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otherwise agreed by Developer and City, each acting within their reasonable discretion,
regular Developer updates to City shall be as follows:
3.8.1 Phase 1A Property Project Components.
No less than once every month until completion of all Project Components on the
Phase 1A Property, a Developer Representative(s) shall deliver written updates to City
Manager on the status of each Project Component on the Phase 1A Property that has
been commenced on the applicable date. Each update shall include status of any
permitting, demolition, grading, pre -construction, construction, rehabilitation, and other
related material development information for each Project Component until a Certificate
of Completion for all Project Components on the Phase 1A Property has been issued by
City and recorded against the Phase 1A Property pursuant to this Agreement. City
Manager, exercising reasonable discretion, may require additional/more specific
information relating to the development of a Project Component on the Phase 1A
Property. Each written update provided to City Manager should be assumed to be a
public record under the California Public Records Act (Gov. Code, § 7920.000 et seq.,
"Public Records Act"), but certain information therein may be subject to non -disclosure
pursuant to the Public Records Act.
Additionally, unless City Manager authorizes a less frequent attendance
requirement for Developer, no less than once every third City Council meeting until
completion of the Luxury Hotel Project Component, Public Golf Clubhouse Project
Component, and Phase 1A Luxury Residential Project Component on the Phase 1A
Property, a Developer Representative(s) shall attend City Council public meetings to
provide City Council and the general public with status updates relating to the
development of these Project Components on the Phase 1A Property.
3.8.2 Phase 1 B Property Project Components.
No less than once every two (2) months from commencement of construction
activities on the Phase 1 B Property until completion of all Project Components on the
Phase 1 B Property, a Developer Representative(s) shall deliver written updates to City
Manager on the status of each Project Component on the Phase 1 B Property. Each
update shall include status of any permitting, grading, pre -construction, construction,
rehabilitation, and other related material development information for each such Project
Component until a Certificate of Completion for all Project Components on the Phase 1 B
Property has been issued by City and recorded against the Phase 1 B Property pursuant
to this Agreement. City Manager, exercising reasonable discretion, may require
additional/more specific information relating to the development of a Project Component
on the Phase 113 Property. Each written update provided to City Manager should be
assumed to be a public record under the Public Records Act, but certain information
therein may be subject to non -disclosure pursuant to the Public Records Act.
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3.8.3 Attendance at Planning Commission and City Council Meetings.
In addition to the foregoing requirements in this Section 3.8, Developer agrees to
have one or more of Developer Representatives, who is/are knowledgeable regarding
this Agreement and the development of the Project, such that such person(s) can
meaningfully respond to City questions regarding the progress of the Project, attend
Planning Commission and/or City Council public meetings, when Developer is requested
to do so on not less than ten (10) days prior written notice by City Manager (or authorized
City Staff designee), which requests shall not be made more than one time per quarter.
3.9 Indemnification.
3.9.1 Developer's General Obligation. Commencing on the Reference
Date, Developer shall protect, defend, indemnify and hold harmless City and City's
officers, officials, members, employees, volunteers, agents, and representatives (any of
the foregoing shall be known individually as "Indemnitee" and collectively as
"Indemnitees"), and each of them, jointly and severally, against and from any and all
claims, demands, causes of action, damages, costs, expenses, losses and liabilities, at
law or in equity, of every kind or nature whatsoever, including reasonable attorneys' fees
and expert witness fees, and including, without limitation, injury to or death of any person
or persons and damage to or destruction of any property, threatened, brought or instituted
("Claims"), arising out of or in any manner directly connected with the entry upon the
Property by Developer or any of Developer Representatives, including without limitation
(other than with respect to pre-existing conditions unless exacerbated by Developer):
(A) any damage to the Property and any liability to any third party
incurred by reason of any acts or omission of, including, but not limited to, any commission
of any negligent or tortious acts, by Developer or the Developer Representatives, or any
of them;
(B) any mechanics' or materialmen's liens, claims, demands,
actions or suits arising (directly or indirectly) from (i) any work performed or materials
supplied to or for Developer, or (ii) any activities of Developer or any of the Developer
Representatives, or any of them, on or relating to the Property (including, without
limitation, any claims by any of such Developer Representatives);
(C) any claims, demands, actions or suits arising directly or
indirectly from any of the following "Environmental Claims" first arising from and after
the Developer's ownership of the Property or construction or operation of the Project:
i) The presence of Hazardous Materials on, in, under,
from or affecting all or any portion of the Property or the
Project;
ii) The storage, holding, handling, release, threatened
release, discharge, generation, leak, abatement, removal or
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transportation of any Hazardous Materials on, in, under, from
or affecting the Property or the Project;
iii) The violation of any law, rule, regulation, judgment,
order, permit, license, agreement, covenant, restriction,
requirement or the like by the Developer and/or Developer
Representatives relating to or governing in any way
Hazardous Materials on, in, under, from or affecting the
Property or the Project;
iv) The failure of the Developer and/or Developer
Representatives to properly complete, obtain, submit and/or
file any and all notices, permits, licenses, authorizations,
covenants and the like in connection with the Developer's
activities on the Property or regarding the Project;
v) The implementation and enforcement by the Developer
and/or Developer Representatives of any monitoring,
notification or other precautionary measures that may, at any
time, become necessary to protect against the release,
potential release or discharge of Hazardous Materials on, in,
under, from or affecting the Property or the Project;
vi) The failure of the Developer and/or Developer
Representatives, in compliance with all applicable
Environmental Laws, to lawfully remove, contain, transport or
dispose of any Hazardous Materials existing, stored or
generated on, in, under or from the Property or the Project;
vii) Any investigation, inquiry, order, hearing, action or
other proceeding by or before any governmental agency in
connection with any Hazardous Materials on, in, under, from
or affecting the Property or the Project or the violation of any
Environmental Law relating to the Property or the Project;
(D) Any claims, demands, actions or suits arising directly or
indirectly from alleged violations of any federal or state prevailing wage laws made by
employees of Developer.
(E) Any costs of removing Developer or the Developer
Representatives from the Property after the expiration of the Term hereof due to
Developer's MAE Default hereunder unless Developer is otherwise entitled to possession
of the Property at such time.
In the event of litigation relating to the matters indemnified pursuant to the
foregoing, City agrees, at no cost to City, to reasonably cooperate with Developer.
Developer shall have the obligation to provide the defense of City in the litigation, either
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by providing for legal counsel or, at City's option, timely paying the reasonable out of
pocket legal costs incurred by City in the defense of litigation, even though negligence or
gross negligence of Developer or its contractors, subcontractors, agents, employees or
other persons acting on its behalf has not been established at the time that the defense
is provided.
Notwithstanding anything to the contrary contained herein, in no event will
Developer be liable for consequential or special damages under this Agreement.
3.9.2 Developer's Obligation to Indemnify for Project Approvals. In the
event of any court action or proceeding challenging the validity of this Agreement or any
of the Project Approvals, Developer shall indemnify, hold harmless, pay all costs and
provide defense for City in said action or proceeding with counsel chosen by City and
approved by Developer in its reasonable discretion (unless such challenge is initiated by
the City). City shall, at no cost to City, cooperate with Developer in any such defense as
Developer may reasonably request. In the event Developer fails or refuses to provide
such defense of any challenge to this Agreement or the Project Approvals, or any
component thereof, City shall have the right not to defend such challenge, and to resolve
such challenge in any manner it chooses in its sole discretion.
3.9.3 Exclusions from Indemnification Obligations; Limits to Remedies.
Developer's indemnification obligations under this Agreement shall exclude any claims
resulting solely from the gross negligence, illegal acts, bad faith or willful misconduct of
any Indemnitee. Notwithstanding the preceding sentence or any other provisions in this
Agreement, City shall have no liability for special or consequential damages to Developer
or Developer Representative,
3.10 Insurance.
3.10.1 Insurance During Construction of Project. Commencing with the
Development Agreement Restatement Date and ending on the earliest of (a) the date this
Agreement expires or is earlier terminated by the Parties pursuant to the terms hereof; or
(b) the date of recording of the final Certificate of Completion for the last Project
Component on the Property (provided that Developer has obtained and maintained
adequate insurance coverage for each Project Component once completed and has
delivered to City the applicable certificate(s) of insurance covering the completed Project
Component):
(A) A policy of commercial general liability insurance written on a
per occurrence basis in an amount not less than Five Million Dollars ($5,000,000.00) per
occurrence and Five Million Dollars ($5,000,000.00) in the aggregate. Said coverage may
be achieved by combination of a commercial general liability policies and umbrella/excess
liability policies.
(B) A policy of workers' compensation insurance in such amount
as will fully comply with the laws of the State of California against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker
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employed by Developer in the course of carrying out the work or services contemplated
in this Agreement.
(C) A policy of commercial automobile liability insurance written
on a per occurrence basis in an amount not less than Three Million Dollars
($3,000,000.00). Said policy shall include coverage for owned, non -owned, leased, and
hired cars. Said coverage may be achieved by combination of an auto liability policy and
umbrella/excess liability policies.
(D) When vertical construction commences, an "All Risks"
Builder's Risk (course of construction) insurance coverage on a replacement cost basis
in an amount equal to the full cost of the hard construction costs of the Project. Such
insurance shall contain no coinsurance provision, and cover, at a minimum: all work,
materials, and equipment to be incorporated into the Project; the Project during
construction; the completed Project until such time as City issues the final certificate of
occupancy for the Project, and storage, transportation, and equipment breakdown risks.
Such insurance shall include coverage for earthquake, flood, ordinance or law, temporary
offsite storage, debris removal, pollutant cleanup and removal, preservation of property,
landscaping, shrubs and plants and full collapse during construction. Such insurance
shall protect/insure the interests of Developer/owner and all of Developer's contractor(s),
and subcontractors, as each of their interests may appear. If such insurance includes an
exclusion for "design error," such exclusion shall only be for the object or portion which
failed.
3.10.2 Post -Construction Insurance. Following the issuance by City to
Developer of any Certificate of Completion for any Project Component, Developer shall
procure and maintain, at its sole cost and expense, in a form and content satisfactory to
City Manager, "All Risks" property insurance on a replacement cost basis in an amount
equal to full replacement cost of the applicable Project Component, as the same may
change from time to time. The above insurance policy or policies shall contain no
coinsurance provision.
3.10.3 Additional Insurance Requirements. The following additional
requirements shall apply to all of the above policies of insurance:
All of the above policies of insurance shall be primary insurance and, except the
Worker's Compensation and All Risks insurance, shall name City and City's officers,
officials, members, employees, and representatives as additional insureds. To the extent
allowable by applicable law, the insurer shall waive all rights of subrogation and
contribution it may have against City and City's officers, officials, members, employees,
and representatives, and their respective insurers. All of said policies of insurance shall
provide that said insurance may not be cancelled without providing thirty (30) days' prior
written notice to City (ten (10) days for non-payment of premium). In the event any of
said policies of insurance are cancelled, Developer shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Section to the City Manager.
Not later than the Development Agreement Restatement Date, Developer shall provide
the City Manager with certificates of insurance or appropriate insurance binders
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evidencing the above insurance coverages and said certificates of insurance or binders
shall be subject to the reasonable approval of the City Manager.
The policies of insurance required by this Agreement shall be satisfactory only if
issued by companies (i) licensed and admitted to do business in California, rated "A" or
better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the
Federal Register, and only if they are of a financial category Class VII or better, or (ii)
authorized to do business in California, rated "A+" or better in the most recent edition of
Best Rating Guide, The Key Rating Guide, or in the Federal Registry and only if they are
of a financial category Class XV. Notwithstanding the foregoing, in the event that the
policies required hereunder are not available from such insurers at commercially
reasonable rates, the City Manager shall have the authority, in his or her sole and
absolute discretion, to waive one or more of such requirements provided the proposed
policies will adequately protect City's interests hereunder.
City may reasonably require coverage increases, provided that the percentage
increase in coverage shall not be required to exceed the percentage increase in the
Consumer Price Index published by the United States Department of Labor, Bureau of
Labor Statistics, for Urban Wage Earners and Clerical Workers, for the Riverside -San
Bernardino -Ontario statistical area (the "Index") from and after the date of this Agreement,
or, if said Index is discontinued, such official index as may then be in existence and which
is most nearly equivalent to said Index (the "CPI Adjustment"). Unless otherwise
approved in advance by the City Manager, the insurance to be provided by Developer
may provide for a deductible or self -insured retention of not more than Two Hundred Fifty
Thousand Dollars ($250,000); provided, however, that the deductible or self -insured
retention for the earthquake coverage may be up to, but not exceed, ten percent (10%)
of the replacement cost of the damaged Project or portions thereof.
Developer agrees that the provisions of this Section shall not be construed as
limiting in any way the extent to which Developer may be held responsible for the payment
of damages to any persons or property resulting from Developer's activities or the
activities of any person or persons for which Developer is otherwise responsible.
4. FINANCING THE PROJECT
4.1 Developer To Pay All Costs and Expenses for the Project.
The Parties agree that City shall not provide any financial assistance to Developer
in connection with the Project except as may be expressly set forth in this Agreement.
Developer shall be solely responsible for paying for the costs of all design work,
construction, labor, materials, fees and permit expenses associated with the Project and
developer and use of the Property (providing that the foregoing shall not preclude
Developer from applying for and obtaining any government grants). Developer shall pay
any and all fees pertaining to the review and approval of the Project by any federal, state,
or local governmental agency (where Developer's payment to City for Processing Fees
and Impact Fees shall be as set forth in this Agreement) and utility service providers,
including the costs of preparation of all required construction, planning and other
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documents reasonably required by any federal, state, or local governmental agency
(where Developer's payment to City for Processing Fees and Impact Fees shall be as set
forth in this Agreement) pertinent to the development or operation of the Project on the
Property, such as, but not limited to, specifications, drawings, plans, maps, permit
applications, land use applications, zoning applications, environmental review and
disclosure documents and design review documents. Developer shall pay for any and all
costs, including, but not limited to, the costs of securing of permits for any and all "wet
and dry" utilities (such as, but not limited to, water, sewer, electric, gas) or other utility
improvements and connections, that may be required in development of the Project,
whether located on or off of the Property. Developer shall apply for and obtain any and
all necessary permits, licenses, approvals and/or entitlements prior to the commencement
of applicable portions of construction for the various Project Components, and Developer
shall take reasonable precautions to ensure the safety of surrounding properties
(including the Phase 2 Property, City -Owned Golf Course Property, and City -Owned
Ahmanson Ranch Property) during said construction.
4.2 Submittal of Final Proiect Budaet.
If not previously delivered to City, Developer shall deliver to City the Final Project
Budget within three (3) months of the Development Agreement Reinstatement Date.
Developer shall deliver to City any updates and supplements to the Final Project Budget
for informational purposes from time to time with respect to each Project Component
being developed at the applicable time. The Final Project Budget may separate estimated
costs and expenses for completion of development of the Project Components on the
Phase 1 A Property and the Project Components on the Phase 1 B Property (or there may
be separate Final Project Components for one (1) or more separate Project Components).
Additionally, Developer may defer or supplement the Final Project Budget estimated costs
and expenses for the Project Components on the Phase 1 B Property to coincide when,
in accordance with the Project Milestones, Developer applies for the required permits,
licenses, approvals and entitlements (including a City -issued Site Development Permit)
for the Project Components on the Phase 1 B Property. Without limiting the foregoing, if
so elected by Developer, the Final Project Budget may combine Phase 1 B and Phase 2
(which, if Developer meets the conditions precedent to exercising the option and validly
exercises the option to purchase the City -Owned Option Property (Phase 2 Property) and
acquires fee title to the Phase 2 Property pursuant to the Option Agreement, it is
acknowledged Developer may be permitted to develop either separately or as combined
project).
4.3 City Approval for Financing and Investment in the Project Components.
Developer shall have the obligation, until the final Certificate of Completion is
issued by City and recorded against the final Project Component on the Property, to
obtain City approval (which shall not be unreasonably withheld, delayed or conditioned)
for any and all financing proposed to fund the development of the Project and each Project
Component, other than with respect to Loans made by Permitted Lenders (including but
not limited to debt and equity financing) that satisfy the Eligibility Requirements. Prior to
the commencement of construction on any Project Component, Developer shall have one
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hundred percent (100%) availability of funds and financing for the completion of
construction of that Project Component.
Developer shall propose for City review and approval (if applicable pursuant to
this Agreement) financing that would attach to a specific Project Component (or more
than one (1) Project Component) including with respect to the Phase 1A Property and/or
Phase 1 B Property. Developer shall deliver to City any proposed financing term sheet,
commitment, letter of intent or similar instrument (which may be non -binding and with
economics and other terms that Developer reasonably deems to be confidential
redacted), along with the proposed Loan Documents for the financing that would attach
to a specific Project Component, no later than thirty (30) days prior to Developer's
anticipated closing of escrow of any such Loan. For the financing of each and every
Project Component, the following general provisions shall apply:
4.3.1 Project Components Financing.
For any Project Component financing, Developer shall have (or Developer's
Affiliates or direct or indirect investors shall collectively have) the Required Equity (as
defined below), or Developer or its Affiliates shall have entered into a joint venture
agreement with one (1) or more Permitted Transferees who have (or whose Affiliates or
direct or indirect investors shall collectively have) the Required Equity in its possession
or readily available (including, without limitations, through capital or similar commitments
from investors). As used in this Section, the term "Required Equity" means sufficient
equity capital to pay for one hundred percent (100%) of the difference between (a) the
expected hard and soft costs to complete construction of the applicable Project
Component(s) for the applicable portion of the Property to be paid for therewith as
reasonably estimated by Developer, and (b) the amount of a Construction Loan available
to Developer for the construction of said Project Component(s).
4.3.2 Master Site Infrastructure Improvements Financina.
Developer may finance the Master Site Infrastructure Improvements for the
Property or any portion thereof (including with respect to the Phase 1 B Property)
separately from the development and construction of any other Project Component.
Developer shall submit to City evidence that Developer (i) has obtained or will have
obtained financing from a Lender necessary to undertake the installation and construction
of the Master Site Infrastructure Improvements for any particular portion of the Property
(such as the Phase 1 B Property) in accordance with this Agreement, which may be in the
form of a commitment, a term letter, or such other form, with economics and other terms
Developer deems to reasonably be confidential redacted, with all such forms to be
approved by City, provided that such approval may not be unreasonably withheld,
conditioned or delayed (each, generally referred to as an "Infrastructure Loan") if such
Loan is being made by a Person other than a Permitted Lender; and (ii) has obtained or
has access to the applicable Required Equity (with such equity capital the "Developer's
Master Site Infrastructure Improvements Equity Contribution"). If City shall
disapprove any such evidence of financing (when such approval is required pursuant
hereto), City shall do so by written notice to Developer stating with reasonable specificity
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the reasons for such disapproval, and Developer shall promptly obtain and submit to City
new evidence of financing.
4.3.3 Construction and Infrastructure Loans; Authorized Liens; Phase 1A
Property and Phase 1 B Property.
Any Construction Loan Deed of Trust and any Infrastructure Loan Deed of Trust
shall be recorded in the Recorder's Office against the Property (or portion thereof selected
by Developer which, for the avoidance of doubt, may include all or portions of the Phase
1 B Property and/or other portions of the Property as being collateral for any Project
Components). Notwithstanding any provisions in any loan documents for a Construction
Loan or Infrastructure Loan, this Reinstated Development Agreement shall have priority
and remain with priority over any and all Construction Loan Deed of Trust and
Infrastructure Loan Deed of Trust recorded against the Phase 1A Property (or any portion
thereof) subject to the terms hereof or as otherwise agreed between the City, the
applicable Lender and Developer.
Any Construction Loan Deed of Trust and any Infrastructure Loan Deed of Trust
shall be recorded in the Recorder's Office against the Property (or portion thereof selected
by Developer which, for the avoidance of doubt, may include the Phase 1A Property
and/or other portions of the Property as being collateral for any Project Components).
Notwithstanding any provisions in any loan documents for a Construction Loan or
Infrastructure Loan or other Loan, this Reinstated Development Agreement shall have
priority and remain with priority over any and all Liens (including a Construction Loan
Deed of Trust or Infrastructure Loan Deed of Trust) recorded against the Phase 1A
Property (or any portion thereof) subject to the terms hereof or as otherwise agreed
between the City, the applicable Lender and Developer.
4.3.4 Unauthorized Liens Prior to Completion of Project Components.
With respect to the Phase 1A Property, until the Certificate of Completion for all
Project Components on the Phase 1A Property has been issued by City and recorded
against the Phase 1A Property pursuant to this Agreement, and (b) with respect to the
Phase 1 B Property, until the Certificate of Completion for all Project Components on the
Phase 1 B Property has been issued by City and recorded against the Phase 1 B Property
pursuant to this Agreement, then, except as provided in Section 4.3.3 above, Developer
shall not record, and shall not allow to be recorded, against the Property, or any portion
thereof, any monetary Lien in violation of the terms of this Agreement. Developer shall
remove, or shall have removed, any such unauthorized monetary Lien made or recorded
against the Property or any portion of the Property in violation of this Agreement, or shall
assure the satisfaction thereof to the reasonable satisfaction of the City. After ninety (90)
calendar days prior written notice to the Developer, City shall have the right, but not the
obligation, to satisfy any such unauthorized monetary Lien made or recorded prior to
recordation of the applicable Certificate of Completion and receive reimbursement from
the Developer for any amounts paid or incurred in satisfying any such Lien, upon demand;
provided, however, that nothing in this Section 4.3.4 shall require the Developer to pay or
make provisions for the payment of any tax, assessment, Lien, or charge that Developer
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is in the process of contesting the validity or amount thereof, in good faith, and so long as
such contest shall not subject the Property, or any portion thereof, to forfeiture or sale.
4.3.5 Riahts of Lenders and Citv Reaardina Permitted Loans and Liens.
(A) City shall have the right of reasonable review and approval of
any Lender from which Developer proposes to obtain either a Construction Loan or
Infrastructure Loan other than a Permitted Lender, whether or not such loan is secured
by a Lien against the Property or any portion thereof. City shall not unreasonably
withhold, condition or delay its approval of any proposed Lender or Construction Loan or
Infrastructure Loan where the City's approval thereof is required under this Agreement.
In deciding whether to give, condition or withhold such approval, City may consider,
among other matters, whether or not the proposed Lender is a state or federally chartered
bank, savings and loan, or other financial institution which routinely provides construction
financing to development projects such as the Project (or applicable Project Component),
whether the terms of the Construction Loan or Infrastructure Loan are reasonable and
customary when compared to the financing terms of similar development projects in
Riverside County, CA, the size and financial strength of the proposed Lender, and what
effect, if any, any changes requested by the Lender to either this Agreement or any of the
exhibits to this Agreement may have upon the City's rights and remedies hereunder.
With respect to any Loan, Developer shall advise City in writing of any amendments,
modifications (including Insubstantial Modifications as authorized by this Agreement), or
other changes to this Agreement or its exhibits (or related agreements) which the
proposed Lender will request in connection with the Developer's obtaining of the
Construction Loan or Infrastructure Loan. City agrees to reasonably consider, but shall
not be obligated to accept, any amendment, modification, or other change to this
Agreement or any of the exhibits to this Agreement which either (i) is consistent with the
provisions governing Insubstantial Modifications (set forth in this Agreement), or (ii) does
not materially adversely restricts, diminishes, or burdens the City's rights and remedies,
or both.
(B) Whenever City delivers any notice or demand to Developer
regarding any Default or MAE Default by the Developer under this Agreement, City shall
send a copy of such notice to each affected Lender of which City has received notice and
a contact address for transmittal of such notices. Each affected Lender receiving a copy
of any such notice shall have the right, at its option, to commence the cure or remedy of
any such Default or MAE Default of Developer and to diligently and continuously proceed
with such cure or remedy, within sixty (60) calendar days following its receipt of notice of
the default. If a default of the Developer under this Agreement cannot, with diligence, be
remedied or cured, or the remedy or cure of such default cannot be commenced, within
such sixty (60) calendar day period, Lender shall have such additional time as is
reasonably necessary to remedy or cure such default of the Developer, but in no event
beyond one hundred eighty (180) calendar days following its receipt of notice of the
default. If such Default or MAE Default of Developer can only be remedied or cured by
the Lender upon obtaining possession of the Property (or portion thereof to cure the
identified default), the Lender shall seek to obtain possession of the Property with
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diligence and continuity through a receiver or otherwise, and shall remedy or cure such
default of Developer within sixty (60) calendar days after obtaining possession of the
Property. Nothing contained in this Agreement shall be deemed to permit or authorize
any Lender to undertake or continue the construction of any portion of the Project (beyond
the extent necessary to conserve or protect improvements or construction already made),
without expressly assuming Developer's obligations under this Agreement by written
agreement evidencing such assignment and assumption delivered to the City and in
substantially the form of Exhibit L attached hereto as reasonably modified at such
Lender's request and approved by City (in its reasonably discretion), in which the Lender
agrees to complete, in the manner provided in this Agreement, the improvements to which
the Lien or title of the Lender relates.
(C) In any case where a Lender has acquired title to all or any
portion of the Property or Project through foreclosure, deed in lieu of foreclosure, or any
other means, and such Lender proposes to enter into an agreement to transfer the
Property and/or Project, or any portion thereof, to a third -party transferee, the Lender shall
provide City with written notice thereof, which notice shall include a reasonably detailed
description of the terms and conditions of the proposed transaction. City shall have the
right, but not the obligation, to purchase the Property and/or Project (or portion thereof)
on substantially the same terms as described in the Lender's notice (and in all events the
same time period as well as pricing and other economic terms), which option, if ever such
option arises, shall be exercised by written notice from City to the Lender within sixty (60)
calendar days following City's receipt of the Lender's notice. If City elects not to exercise
its option, then, subject to City's right to review and approve the transaction if the
transferee is not a Permitted Development/Operational Transferee and the execution by
the third -party transferee of an Assignment and Assumption Agreement as provided in
this Agreement, then the Lender may complete the transaction described in its notice,
provided that such transaction is closed on materially identical terms and conditions as
those described in the Lender's notice to City. If the Lender and third -party transferee
desire to materially amend the terms of their proposed transaction, the Lender shall give
City written notice of the proposed modifications and City shall once again have the right
to elect to acquire the Property and the Project (or portion thereof) on terms set forth in
this Section 4.3.5(F). If, for any reason, the proposed transaction between the Lender
and third party transferee fails to close within one hundred eighty (180) calendar days
following the date on which the City first receives notice of the proposed transaction (or
notice of the proposed modified transaction, whichever is later), then City once again have
the right to elect to acquire the Property and/or Project pursuant to this Section 4.3.5(C).
4.3.6 Permanent Financina Loans.
After a Certificate of Completion has been recorded against a Project Component
for the Phase 1A Property, Developer may obtain permanent/conversion financing
Loan(s) or other type of Loan(s) for that Project Component (each, a "Permanent
Financing Loan"), which would attach to the ownership and operations for any Project
Component(s) selected by Developer (so long as the applicable Lender is a Permitted
Lender). Other than with respect to a Permanent Financing Loan provided by a Permitted
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Lender, Developer shall deliver to City any proposed financing term sheet, commitment,
letter or intent or similar instrument (with economics and other terms that Developer
reasonably deems to be confidential redacted) no later than sixty (60) days prior to
Developer's anticipated closing of escrow of such Loan(s). With respect to any Loan with
a Lender that is not a Permitted Lender, City shall, in its reasonable discretion, approve
or disapprove such evidence of financing within thirty (30) days after receipt of such
financing proposal. If City shall disapprove any such financing, City shall do so by written
notice to Developer stating with reasonable specificity the reasons for such disapproval.
4.3.7 Delivery to Citv of Anv Notice of Default from Anv Lender.
For the duration of the Term of this Agreement, Developer shall have a continuing
obligation to immediately deliver to City, and in no event deliver to City later than five (5)
calendar days after Developer's receipt, a copy of any notice of default or notice of breach
of any loan documents or any other material contracts purported to be or actually secured
by a Lien or other recorded instrument against the Property (or any portion thereof),
including notices of default on any loan documents secured by any Construction Loan
Deed of Trust, Infrastructure Loan Deed of Trust, or Permanent Financing Loan Deed of
Trust, or subject to any mechanics liens which are not removed or bonded over in the
manner to preserve the priority of this Agreement. It is expressly understood by the
Parties that prompt delivery of any such notice of default or notice of breach is a material
term of this Agreement. City shall have any and all rights available under this Agreement
if Developer fails to promptly deliver an such notice of default or notice of breach as
required by this Section.
4.3.8 Notifications to City on Any Liens to be Recorded on Property.
As part of the regular updates to the City Manager pursuant to Section 3.8 of this
Agreement, Developer shall deliver to the City Manager regular updates as to any Liens
anticipated to be recorded against the Property (or any portion thereof), including any
anticipated Construction Loan Deed of Trust for the construction of a specific Project
Component, as well as regular updates as to all existing Liens recorded against the
Property (or any portion thereof) and status of repayment of any existing Loan subject to
a Lien recorded against the Property (or any portion thereof). The City Manager, on
behalf of the City, and Developer shall meet and confer to decide an appropriate method
for the City Manager to receive notice of any anticipated Liens to be recorded against the
Property (or any portion thereof) prior to that Lien being recorded so that the City is aware
of the Lien and the amount of any Loan it is intended to secure.
4.4 City Financial Assistance.
Subject to Developer's continued performance under this Agreement and
compliance with the Project Approvals, and Developer not being in MAE Default of this
Agreement (after the expiration of all notice and cure periods), the only financial
assistance provided to Developer by City shall be the TOT rebate as provided for in the
TOT Covenant Agreement and the potential purchase price for the City -Owned Option
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Property as provided for in the Option Agreement, and the transfer of the City -Owned
Golf Course Property and City -Owned Ahmanson Ranch as provided in this Agreement.
With respect to the TOT rebate, and as more particularly set forth in the TOT
Covenant Agreement, only the Phase 1A Property shall be subject to its terms and
conditions. The Phase 1 B Property, and all Project Components on the Phase 1 B
Property, shall not be subject to the TOT Covenant Agreement.
No other potential or actual financial assistance from City is contemplated by this
Agreement or otherwise available to Developer. Notwithstanding any provisions in this
Agreement to the contrary, any additional financial assistance from City may only be
approved as amendment and may not be processed or approved as an Insubstantial
Modification.
5. AUTHORIZED USES AND OPERATIONS ON THE PROPERTY
5.1 General Obliaation for Develoaer and Successors and Assians.
Upon completion of construction and development of the Property, and each
portion thereof, the Property shall be used for the Project Components (and ancillary
purposes) as more particularly described in the Site Maps, Project Description, Scope of
Work, Schedule of Performance, this Agreement and other Project Approvals.
5.1.1 Luxury Hotel.
During the Term of this Agreement, Developer shall have at least one luxury hotel
with first-class amenities and uses complementary to the Golf Course and surrounding
SilverRock Resort Area, as approved by City as part of the Project Approvals. Developer
shall have the obligation to ensure the luxury hotel generates TOT on a regular and
continuous basis upon completion of construction and the opening thereof, with
allowances for areas to be temporarily closed for routine maintenance and repair and,
upon receiving any required permit, license, approval or entitlement (such as a building
permit), rehabilitation or remodeling and other commercially reasonable business related
to the operation of the Property.
Developer shall submit to City from the proposed hotel operator (a "Hotel
Operator") documentation confirming certain of the basic terms and conditions pursuant
to which the Hotel Operator will operate and manage the Luxury Hotel, any residential
dwellings (including single-family and condominium units) operated in connection with the
Luxury Hotel, and certain other related Project Components if so determined by
Developer, but excluding any information reasonably designated proprietary or otherwise
confidential by the Hotel Operator or Developer (the "Hotel Management
Documentation"), with respect to which economic terms may be redacted. The Hotel
Operator and Hotel Management Documentation shall not be subject to the City's
approval if the Hotel Operator is a Permitted Hotel Operator provided that City's approval
of the Hotel Management Documentation and Hotel Operator shall be required if the Hotel
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Operator is not a Permitted Hotel Operator, which approval shall not be unreasonably
withheld, conditioned or delayed.
5.1.2 Residential Uses on the Property.
The total number, location, distribution, density, and intensity of residential units
on the Property shall be generally consistent with the Site Maps, Project Description,
Scope of Work, this Agreement and other Project Approvals. As depicted in the Site
Maps and Project Approvals, as the same may be updated or amended from time to time
consistent with the terms of this Agreement, the residential portions of Project shall
consist of residential single-family dwellings, luxury condominium dwelling units,
residential and hotel amenities, and other residential dwelling units consistent with the
Project Approvals, all of which shall be specifically developed and available for residential
purposes, and may be the residents' primary residences or secondary residences, and
may be available for long-term and short-term rentals. All residential dwellings, of
whatever type, available for use for short-term vacation rentals shall be subject to the
provisions in Section 5.2 of this Agreement. The parties acknowledge and agree that
Developer may elect for the Phase 2 Property and Phase 1 B Property to be developed
either separately or on a combined basis and Developer may pursue Project Approvals,
entitlements, permits and other required approvals relating thereto either separately or on
a combined basis (and in addition Developer may commence such pursuit and obtain
such Project Approvals for the Phase 2 Property and/or Phase 1 B Property whether
before or after the option under the Option Agreement has been exercised; provided,
however, that any actual development of the Phase 2 Property shall be contingent on
Developer meeting the conditions precedent to exercising the option and validly exercises
the option to purchase the City -Owned Option Property (Phase 2 Property), and acquiring
fee title to the Phase 2 Property, pursuant to the Option Agreement.
5.1.3 Golf Course and Ahmanson Ranch Uses.
Except during any permitted closures of the Golf Course as reasonably
determined by Developer, Developer shall have open and continuously have available for
operation and use a public golf clubhouse to serve the Golf Course, which at a minimum
shall be open and available for members of the public, and which shall be a part of the
Public Golf Clubhouse Project Component pursuant to this Agreement. Developer shall
have the obligation to allow for use and occupancy of the City -Owned Golf Course
Property consistent with the Reinstated Covenant Affecting Real Property (Golf Course
Use) and Reinstated Covenant Affecting Real Property (Ahmanson Ranch House), with
said covenants to run with the land and remain operative upon any conveyance and
transfer of the City -Owned Golf Course Property and/or City -Owned Ahmanson Ranch
Property in accordance with this Agreement, and remain operative upon the expiration or
early termination of this Agreement.
5.1.4 SilverRock Resort Area Perimeter Landscaping.
Developer shall have the obligation to construct, install and/or enhance, maintain
and repair the perimeter landscaping of the SilverRock Resort Area along the Phase 1A
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and 1 B frontage along Avenue 52 (from the western project boundary to the eastern
boundary of the City park) . If Developer meets the conditions precedent to exercising
the option and validly exercises the option to purchase the City -Owned Option Property
(Phase 2 Property) and acquires fee title to the Phase 2 Property pursuant to the Option
Agreement, then, upon transfer to Developer of the City -owned Phase 2 Property that
bounds the perimeter of the SilverRock Resort Area along Jefferson Street and Avenue
52, Developer will assume responsibility to maintain and repair the perimeter landscaping
in that remaining portion of the SilverRock Specific Plan area.
5.2 Short -Term Vacation Rentals/Transient Occuaancv Taxes.
Subject to the terms of this Agreement and this Section 5.2, Developer shall have
a vested right to use all residential dwellings in the Project as short-term vacation rentals
for the Term of this Agreement, and this vested right shall inure to Developer's successor
in interest to the Luxury Hotel, who shall be the Permitted Hotel Operator and shall have
the right to manage the number and location of short-term vacation rentals to avoid
adverse impacts to the Luxury Hotel operations and to the community. As such, the rights
and obligations under Section 5.2 shall survive the sale of each residential unit to a third -
party homebuyer and termination of this Agreement to each such completely constructed
residential unit. Except to the extent expressly provided otherwise in this Agreement, the
City shall not impose on or apply to the Project (whether by action of the Council, or other
legislative body, or by initiative, referendum, or other measure) any ordinance, resolution,
standard, directive, condition, or other measure that is in conflict with this provision or that
would materially interfere with Developer's right to apply for and, with City staff approval,
operate short-term vacation rentals in all residential units within the Project. All short-
term vacation rentals shall be subject to the following:
5.2.1 Definitions.
As used in this Agreement, the term "short-term vacation rental" shall mean and
refer to a "short-term vacation rental unit" as that term is defined in Section 3.25.030 of
the La Quinta Municipal Code (or successor provision).
5.2.2 Short -Term Vacation Rental Use.
Except as modified by this Section 5.2, all short-term vacation rentals shall comply
with the Short -Term Vacation Rental Regulations in effect for the duration of the Term of
this Agreement, including the penalties for violations. All short-term vacation rentals
developed on the Property as part of the Project shall be permitted in accordance with
the Short -Term Vacation Rental Regulations. No residential dwelling developed on the
Property as part of the Project may be used for short-term vacation rental purposes unless
the residential dwelling has a valid short-term vacation rental permit. If the Short -Term
Vacation Rental Regulations (or any provisions therein) are repealed for any reason, then
the Short -Term Vacation Rental Regulations (or applicable repealed provisions therein)
that were most recently in effect prior to being repealed shall govern and shall remain
applicable for the balance of the Term of this Agreement. For reference purposes only,
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the Short -Term Vacation Rental Regulations (Chapter 3.25 of the La Quinta Municipal
Code) as it exists as of the Reference Date is attached as Exhibit M.
5.2.3 CC&Rs Include Reauirements for Short -Term Vacation Rentals.
All CC&Rs required to be recorded pursuant to Section 3.5 of this Agreement
where residential uses are allowed and/or where residential dwellings are located shall
expressly provide that short-term vacation rentals are an authorized use for all residential
units, subject to management and control of the number, location and operation of such
short-term vacation rentals by Developer and its successor in interest with respect to the
applicable Project Component. All such CC&Rs shall state the operational requirements
and standard conditions applicable to short-term rentals for all residential dwellings
subject to those CC&Rs.
Developer shall execute and record or cause to be recorded in the Recorder's
Office, against each and every separate legal parcel and lot subdivided for residential
uses on the Property (including all Project Tract Maps and subdivision maps listed as part
of the Pre -Bankruptcy Subdivision Maps and Permits) a declaration of covenants,
conditions, and restrictions (in a form approved by the City Manager and City Attorney
prior to its recording, which approval shall not be unreasonably withheld, delayed or
conditioned), which shall run with the land, and shall be binding upon, and place on notice,
any and all owners of the separate legal residential lots of the requirements set forth in
this Section 5.2. The declaration of covenants, conditions, and restrictions shall expressly
provide that short-term vacation rentals are an allowed use for every residential dwelling
within Project (i.e., within the homeowner's association subject to the declaration) subject
to management and control of the number, location and operation of such short-term
vacation rentals by Developer and its successor in interest with respect to the applicable
Project Component. The requirements of this Section may be satisfied by including the
terms and conditions required herein in the CC&Rs required to be recorded pursuant to
Section 3.5 of this Agreement.
5.2.4 Permittina and Related Reauirements.
All residential dwellings used for short-term vacation rentals shall be subject to
the following permitting and use requirements:
(A) Annual permitting fees consistent with the City's fee program;
(B) Any rental or occupancy of thirty (30) nights or less to be
subject to the City's then -current TOT for short-term vacation rentals;
(C) Rental or occupancy agreements, and material renter or
occupant information, shall be retained for a minimum of three (3) years (or other retention
period as maybe approved by City policy or code) by Developer or Developer's authorized
management company for the short-term vacation rentals;
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(D) Subject to applicable federal or state law or regulation,
occupancy in any residence, including residences used as short-term vacation rentals,
shall be capped at two (2) persons per bedroom, plus one (1) person; provided, however,
that there may be an increase in occupancy allowances for permitted short-term vacation
rentals as set forth in the Short -Term Vacation Rental Regulations in effect as of the date
of the issued permit, or, if the Short -Term Vacation Rental Regulations (or relevant
provisions regarding occupancy allowances) are repealed for any reason during the Term
of this Agreement, then the occupancy allowances for permitted short-term vacation
rentals shall be the Short -Term Vacation Rental Regulations most recently in effect prior
to being repealed and shall remain applicable for the balance of the Term of this
Agreement.
5.2.5 Short -Term Vacation Rental Centralized Management Obligations;
Rental Management Program(s).
(A) In order to ensure the timely collection and reporting of the
applicable transient occupancy taxes, and compliance with the applicable operational
requirements and conditions set forth in the Short -Term Vacation Rental Regulations,
Developer or its successor or assignee (including, for instance, the Permitted Hotel
Operator) shall be the "authorized agent or representative" (as that term is defined in the
Short -Term Vacation Rental Regulations, or, if the definition is removed during the Term
of this Agreement, as defined in Chapter 3.25 as of the Effective Date of this Agreement)
for all short-term vacation rentals and short-term vacation rental permits within the
Project, including but not limited to applying for and managing all short-term vacation
rental permits, making all reservations and payments, and ensuring compliance with all
other requirements of the Short -Term Vacation Rental Regulations, and shall do so
exclusively through a central rental operator pursuant to this Agreement; provided,
however, that the "residence owner" (in this context, means the owner of a residential unit
with a short-term vacation rental permit, as that term is defined in the Short -Term Vacation
Rental Regulations, or, if the definition is removed during the Term of this Agreement, as
defined in Chapter 3.25 as of the Effective Date of this Agreement, and hereinafter defined
as "residence owner") shall remain ultimately obligated as the holder of the short-term
vacation rental permit for any and all remedial actions necessary for compliance with the
Short -Term Vacation Rental Regulations and this Agreement, including but not limited to
the payment of any fines or recorded liens or any other violations for non-compliance;
and, provided further, that the residence owner shall have a process available, through
an independent arbitrator or neutral decision -maker designated by the residence owner
or homeowner's association ("HOA") of which the residence owner is a member, to
petition for a change of that residence owner's "authorized agent or representative"
because the residence owner demonstrates, with a preponderance of evidence, that the
"authorized agent or representative," designated by Developer or its successor or
assignee, has failed to perform its duty to ensure compliance with all other requirements
of the Short -Term Vacation Rental Regulations for that residence owner's short-term
vacation rental unit. Nothing contained herein shall be construed to give any homeowner
the right to use its property for a short term vacation rental without the express consent
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of Developer (or its successor or assignee with respect to the applicable Project
Component).
(B) The CC&Rs as described in Section 5.2.3 of this Agreement
shall include the terms and conditions, and detailed specifics for process and decision,
whenever a residence owner may petition the HOA for a change in that residence owner's
"authorized agent or representative" as required by this Section; the City Manager and
City Attorney shall review and approve, in their reasonable discretion and not to be
unreasonably delayed or denied, said terms and conditions in the CC&Rs that would
apply if a residence owner were to petition the HOA for a change in that residence owner's
"authorized agent or representative" as required by this Section.
(C) With respect to the residential dwellings developed on the
Phase 1A Property as part of the Phase 1A Luxury Residential Project Component, the
Hotel Operator for the Luxury Hotel Project Component shall be a permitted successor
and assignee from Developer for the short term vacation rental centralized management
obligations set forth in this Agreement, it being expressly understood and agreed by the
Parties that the Project contemplates the Phase 1A Luxury Residential Project
Component to be integrated and available for short-term vacation rentals as part of the
Luxury Hotel Project Component.
(D) With respect to the residential dwellings developed on the
Phase 1 B Property as part of the Phase 1 B Luxury Residential Project Component, the
Hotel Operator for the Luxury Hotel Project Component shall be a permitted successor
and assignee from Developer for the centralized management obligations set forth in this
Agreement. It is acknowledged and agreed that, as set forth elsewhere herein, the Phase
1 B Luxury Residential Project Component may be developed and entitled and permitted
at Developer's election together with the Phase 2 Property, provided, however, that any
actual development of the Phase 2 Property shall be contingent on Developer meeting
the conditions precedent to exercising the option and validly exercises the option to
purchase the City -Owned Option Property (Phase 2 Property), and acquiring fee title to
the Phase 2 Property, pursuant to the Option Agreement.
(E) Developer shall be responsible for ensuring that, for the Term
of this Agreement, one or more contract(s) shall be in effect at all times which govern the
terms and conditions governing the ability of owners of residential units to have the ability
to make their units available for short-term rentals permitted by this Agreement and the
CC&Rs. The contract or contracts may, but are not required to, be with an on -site rental
management agent. Developer may assign this obligation in accordance with this
Agreement, regardless of whether the obligation is incident of the transfer and assignment
of the portions of the Property to which they relate.
5.2.6 Compliance with other City Municipal Codes.
Short-term vacation rental uses are subject to all provisions of the La Quinta
Municipal Code, including without limitation the City's noise compliance provisions set
forth in Sections 9.100.210 and 11.08.040 (or successor provisions) of the La Quinta
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Municipal Code, and the transient occupancy tax (TOT) provisions set forth in Chapter
3.24 (or successor chapter of provisions) of the La Quinta Municipal Code.
5.3 Maintenance Covenants.
Developer shall maintain or cause to maintained the Property and all
improvements thereon, including all landscaping, streets, sidewalks, pathways and trails,
in a first class condition, and in compliance with all Project Approvals and all applicable
provisions of the Municipal Code. Developer may satisfy its obligations in this Section by
transferring or assigning said obligations to a homeowners association pursuant to
CC&Rs duly approved by City pursuant to this Agreement.
5.4 Obligation to Refrain from Discrimination.
Developer covenants and agrees for itself, its successors, its assigns and all
persons claiming under or through them to the Property or any part thereof, that there
shall be no discrimination against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital status, ancestry or national origin in
the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property,
nor shall Developer itself, or any person claiming under or through it, establish or permit
any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, or
sublessees of the Property. The foregoing covenants shall run with the land and shall
remain in effect in perpetuity.
5.4.1 Covenants Regarding Nondiscrimination.
Developer covenants by and for itself and any successors in interest that there
shall be no discrimination against or segregation of any person, or group of persons on
any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as
those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1)
of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the
sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, or
any part thereof, nor shall Developer, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the Property, or any part thereof. The foregoing
covenants shall run with the land.
Developer agrees for itself and any successor in interest that Developer shall
refrain from restricting the rental, sale, or lease of any portion of the Property, or contracts
relating to the Property, on the basis of race, color, creed, religion, sex, marital status,
ancestry, or national origin of any person. All such deeds, leases, or contracts shall
contain or be subject to substantially the following nondiscrimination or nonsegregation
clauses:
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(A) In deeds: "The grantee herein covenants by and for himself
or herself, his or her heirs, executors, administrators, and assigns, and all persons
claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p)
of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein
conveyed, nor shall the grantee or any person claiming under or through him or her,
establish or permit any practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land."
(B) In leases: "The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators, and assigns, and all persons claiming
under or through him or her, and this lease is made and accepted upon and subject to
the following conditions: "That there shall be no discrimination against or segregation of
any person or group of persons, on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use,
occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under or through him or her, establish or permit
any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use, or occupancy, of tenants, lessees, sublessees,
subtenants, or vendees in the premises herein leased."
(C) In contracts: "There shall be no discrimination against or
segregation of, any person or group of persons on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p)
of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease,
sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the
subject of this agreement, nor shall the grantee or any person claiming under or through
him or her, establish or permit any practice or practices of discrimination or segregation
with reference to the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land."
6. POTENTIAL CONDITIONAL TRANSFERS OF CITY -OWNED PROPERTIES
As of the Reference Date, City owns fee title to the City -Owned Golf Course
Property, City -Owned Ahmanson Ranch Property, and City -Owned Option Property (the
last also defined herein as the Phase 2 Property). Subject to Developer being in full
compliance with this Agreement and not being in MAE Default of this Agreement or any
other La Quinta Amended Development Agreements and not be in violation of any
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Condition of Approval at the purported time of a Transfer if such violation would cause an
MAE Default, Developer shall have the right to a Transfer from City to Developer of fee
title to the City -Owned Golf Course Property, City -Owned Ahmanson Ranch Property,
and City -Owned Option Property as more particularly described herein and in the Option
Agreement.
6.1 City -Owned Golf Course Property and Ahmanson Ranch Property.
Subject to Developer complying with the terms and conditions in this Agreement,
the City -Owned Golf Course Property and City -Owned Ahmanson Ranch House Property
shall be transferred together and, unless agreed to by the Parties, may not be Transferred
separately. City shall Transfer to Developer the City -Owned Golf Course Property and
City -Owned Ahmanson Ranch Property pursuant to and upon Developer's satisfaction of
the following provisions:
6.1.1 Consideration for Transfer.
In consideration of the conveyance from City to Developer of the City -Owned Golf
Course Property, Developer shall have the obligation in perpetuity to operate, maintain,
repair, improve, and continuously have available for use the Golf Course in accordance
with the Reinstated Covenant Affecting Real Property (Golf Course Use). Developer shall
have no obligation to pay monetary consideration for the Transfer of the City -Owned Golf
Course Property; provided, however, City shall have no obligation to Transfer the City -
Owned Golf Course Property if Developer is in MAE Default under this Agreement. Prior
to conveyance of the Golf Course Property to Developer, City shall issue such temporary
construction license or other access rights as may be reasonably requested by Developer
to allow Developer to make such improvements and upgrades to the Golf Course as may
be approved by the City (which approval shall not be unreasonably withheld, delayed or
conditioned) so that such improvements can be completed prior to or concurrently with
the opening of the Luxury Hotel for overnight guests.
In consideration of the conveyance from City to Developer of the City -Owned
Ahmanson Ranch Property, Developer shall have the obligation to use the Ahmanson
Ranch House in accordance with the Reinstated Covenant Affecting Real Property
(Ahmanson Ranch). Developer shall have no obligation to pay monetary consideration
for the Transfer of the City -Owned Golf Ahmanson Ranch Property; provided, however,
City shall have no obligation to Transfer the City -Owned Ahmanson Ranch Property if
Developer is in MAE Default under this Agreement. Prior to conveyance of the Ahmanson
Ranch House Property to Developer, City shall issue such temporary construction license
or other access rights as may be reasonably requested by Developer to allow Developer
to make such repairs and/or replacement of the existing Ahmanson Ranch House
improvements as may be approved by the City so that such improvements can be
completed prior to or concurrently with the opening of the Luxury Hotel for overnight
guests.
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6.1.2 City's Conditions Precedent to Transfer. The obligations of City
under this Agreement to Transfer the City -Owned Golf Course Property and City -Owned
Ahmanson Ranch Property shall be subject to the satisfaction or signed written waiver by
City of each and all of the following conditions precedent (collectively, "Golf Course And
Ahmanson Ranch Property Transfer Conditions") -
(A) Construction of the Luxury Hotel Project Component has been
substantially completed by the completion date in the Schedule of Performance (as a
Project Milestone), as evidenced by the issuance by the City of a temporary or permanent
certificate of occupancy, and the Luxury Hotel has been open to the general public or
other designated guests (such as designated guests for a "soft opening" followed by an
opening to the general public) with expectation of or actual payments to be received on a
regular basis from guest of the Luxury Hotel;
(B) The Public Golf Clubhouse Project Component has been
substantially completed by the completion date in the Schedule of Performance (as a
Project Milestone), with authorization of the City for use of same by the public, and the
Public Golf Clubhouse has been opened for business to the general public;
(C) No less than six (6) months and no more than eighteen (18)
months prior to the anticipated date upon which Developer takes fee title to the City -
Owned Golf Course Property and City -Owned Ahmanson Ranch Property, Developer has
selected, and the City has approved (in its reasonable discretion) the golf course
management company and form of operating and maintenance agreement to operate
and maintain the Golf Course commencing from the date Developer takes fee title of the
City -Owned Golf Course property, so that Developer shall have received adequate prior
experience for operating and maintaining the Golf Course and ensuring compliance with
the Reinstated Covenant Affecting Real Property (Golf Course Use); for the purposes of
this condition, City pre -approves the golf course management company that is
responsible for the operations and maintenance of the Golf Course as of the Development
Agreement Restatement Date;
(D) Based on the mutual agreement of the Parties, an escrow
company has been selected to service the Transfer of the City -Owned Golf Course
Property and City -Owned Ahmanson Ranch Property pursuant to this Agreement and any
other agreements or escrow instructions mutually agreed upon by the Parties;
(E) The Reinstated Covenant Affecting Real Property (Golf
Course Use) has been fully executed and recorded against the City -Owned Golf Course
Property, and the Reinstated Covenant Affecting Real Property (Ahmanson Ranch) has
been fully executed and recorded against the City -Owned Ahmanson Ranch Property,
and any assignment and assumption agreement(s) to any affiliate of Developer (that is a
Permitted Transfer under this Agreement) are fully executed and in recordable form to be
recorded in the Recorder's Office at the close of escrow for the Transfer from City to
Developer of the City -Owned Golf Course Property and City -Owned Ahmanson Ranch
Property.
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6.1.3 Conditions on Title for City -Owned Golf Course Property.
The Parties shall mutually agree upon a title company and obtain a preliminary
title report describing the state of title of the City -Owned Golf Course Property and City -
Owned Ahmanson Ranch Property, together with copies of all underlying documents.
Developer may, at its sole cost and expense, obtain a current survey. The Parties shall
mutually agree upon terms and conditions governing the condition of title and approvals
to exceptions to title insurance that would be acceptable to Developer. In the absence of
any such mutual agreement, the terms and conditions governing the title and title
insurance matters in the form Agreement for Purchase and Sale and Escrow Instructions
attached to the Option Agreement for the City -Owned Option Property shall govern.
Except as may be expressly agreed upon by City in connection with the escrow
servicing the Transfer of the City -Owned Golf Course Property and City -Owned
Ahmanson Ranch Property (or as set forth in the immediately preceding paragraph or the
Option Agreement), Developer acknowledges and agrees that the both the City -Owned
Golf Course Property and City -Owned Ahmanson Ranch Property shall be Transferred
and conveyed to Developer in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS
CONDITION," as of the date of recordation of the grant deeds conveying title to the same,
with no warranties, expressed or implied, as to the environmental or other physical
condition of the City -Owned Golf Course Property and City -Owned Ahmanson Ranch
Property, the presence or absence of any patent or latent environmental or other physical
condition on or in the City -Owned Golf Course Property and City -Owned Ahmanson
Ranch Property, or any other matters affecting the City -Owned Golf Course Property and
City -Owned Ahmanson Ranch Property.
6.1.4 Form of Grant Deed for Convevance.
Subject to the inclusion of the correct information relating to the City -Owned Golf
Course Property and City -Owned Ahmanson Ranch Property (such as the correct legal
descriptions), the forms of the grant deeds to Transfer and convey from City to Developer
the City -Owned Golf Course Property and City -Owned Ahmanson Ranch Property shall
be similar to the form of the Grant Deed attached to the Agreement for Purchase and
Sale and Escrow Instructions attached to the Option Agreement for the City -Owned
Option Property, unless the Parties agree to a different form for the grant deeds to
Transfer and convey from City to Developer the City -Owned Golf Course Property and
City -Owned Ahmanson Ranch Property. In clarification of the preceding sentence, there
shall be one grant deed for the Transfer and conveyance of the City -Owned Golf Course
Property, and another grant deed for the Transfer and conveyance of the City -Owned
Ahmanson Ranch Property together with a bill of sale in customary form applicable to
each such property.
6.1.5 Maintenance and Operational Requirements upon Transfer.
Upon fee title to the City -Owned Golf Course Property and City -Owned Ahmanson
Ranch Property vesting in Developer in accordance with this Agreement, Developer shall
have the following maintenance and operational requirements in addition to those
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applicable from the Project Approvals and relevant provisions in the La Quinta Municipal
Code:
(A) Operating and maintaining the Golf Course in first-class
condition and in accordance with the Reinstated Covenant Affecting Real Property (Golf
Course Use);
(B) Operating and maintaining the Ahmanson Ranch House in
first-class condition and in accordance with the Reinstated Covenant Affecting Real
Property (Ahmanson Ranch);
(C) Maintaining, repairing, and/or replacing (or contracting for the
same) of the Golf Couse Wildlife Protection Fence, which at a minimum shall meet the
applicable specifications and standards of the Coachella Valley Conservation
Commission acting as authorized agent for the requirements and obligations of the
Coachella Valley Multiple Species Habitat Conservation Plan and shall be in compliance
with Mitigation Measures related to the protection of Bighorn Sheep set forth in that certain
Mitigated Negative Declaration of Environmental Impact for Environmental Assessment
2002-435 (State Clearinghouse No. 1999081020);
(D) Applying for and obtaining from City any and all permits,
licenses, approvals and entitlements as owner of the City -Owned Golf Course Property
and City -Owned Ahmanson Ranch Property, including business licenses required for the
operation of uses pursuant to the Reinstated Covenant Affecting Real Property (Golf
Course Use) and Reinstated Covenant Affecting Real Property (Ahmanson Ranch).
6.1.6 "Property" subject to this Reinstated Development Agreement.
If fee title to the City -Owned Golf Course Property and/or City -Owned Ahmanson
Ranch Property vests in Developer in accordance with this Agreement, then the Parties
shall enter into and record in the Recorder's office an Insubstantial Modification (pursuant
to this Agreement) that memorializes City's Transfer and conveyance to Developer of the
City -Owned Golf Course Property and/or City -Owned Ahmanson Ranch Property, as
applicable, so that the Developer -owned "Property" subject to this Agreement is
acknowledged made a matter of public record.
6.2 City -Owned Option Property.
The terms and conditions of any Transfer of the City -Owned Option Property (also
referred to herein as the Phase 2 Property) from City to Developer shall be by purchase
and sale and governed pursuant to the Option Agreement (and exhibits attached thereto).
6.2.1 Phase 2 Property Land Use Authorization.
If Developer acquires the City -Owned Option Property pursuant to the Option
Agreement, then the Applicable Rules and any applicable Project Approvals shall apply
to the City -Owner Option Property. Nothing in this Agreement, however, precludes
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Developer from submitting applications or proposals for modifications to the Applicable
Rules, which shall be subject to processing, review, and decision pursuant to applicable
federal, state, and local laws, including CEQA and the La Quinta Municipal Code.
6.2.2 Amendment to this Agreement or New Development Agreement.
If Developer acquires the City -Owned Option Property pursuant to the Option
Agreement, then this Agreement shall be amended to include, among any other
necessary or proper terms and conditions, a scope of work, schedule of performance and
phasing of development, and the authorized uses (with necessary and appropriate
covenants, conditions, and restrictions) for the Phase 2 Property. In the alternative to
amending this Agreement, Developer may apply for a new development agreement
governing only the Phase 2 Property, which shall be processed and reviewed in
accordance with the Development Agreement Act and Development Agreement
Ordinance, and shall include, among any other necessary or proper terms and conditions,
a scope of work, schedule of performance and phasing of development, and the
authorized uses (with necessary and appropriate covenants, conditions, and restrictions)
for the Phase 2 Property. Reciprocal rights relating to the Phase 1 Property and Phase
2 Property, such as reciprocal access and use of trails, streets, and other areas open and
available to the public shall be addressed, as necessary and proper.
Whether this Agreement is amended or a new development agreement is to
govern the Phase 2 Property, said amendment or new development agreement shall be
effective and operative, and recorded in the Recorder's Office, on the date fee title to the
Phase 2 Property vests with Developer by conveyance of the grant deed attached to the
Agreement for Purchase and Sale and Escrow Instructions attached to the Option
Agreement. Furthermore, said amendment or new development agreement shall be with
priority and shall remain with priority over any other recorded document or instrument for
the Phase 2 Property.
7. CITY'S OBLIGATIONS
7.1 Scope of Subsequent Review/Confirmation of Compliance Process.
Except as expressly provided for in this Agreement, nothing set forth herein shall
impair or interfere with the right of City to require the processing of any and all permits,
licenses, approvals and entitlements (including site development permits and building
permits) as required by federal, state, and local law, including the applicable provisions
of the La Quinta Municipal Code, Uniform Codes, Map Act, California Government Code,
California Health and Safety Code, and CEQA. In connection with Developer's right to
make repairs, improvements and upgrades to the Ahmanson Ranch House and the Golf
Course while still owned by City, in addition to grating temporary construction licenses or
other use rights as provided herein, City shall also reasonably cooperate with Developer
in seeking all necessary permits and approvals for the proposed work, including but not
limited to signing applications and other documents as the property owner, which
cooperation shall be at no material cost to City.
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7.2 Project Approvals Independent.
All approvals required for the Project which may be or have been granted, and all
land use entitlements or approvals generally which have been issued or will be issued by
City with respect to the Project, constitute independent actions and approvals by City. If
any provision of this Agreement or the application of any provision of this Agreement to a
particular situation is held by a court of competent jurisdiction to be invalid or
unenforceable, or if this Agreement terminates for any reason, then such invalidity,
unenforceability or termination of this Agreement or any part hereof shall not affect the
validity or effectiveness of any Project Approval or other land use permits, licenses,
approvals and entitlements. In such cases, such approvals and entitlements will remain
in effect pursuant to their own terms, provisions, and the Conditions of Approval. It is
understood by the Parties that pursuant to existing law, if this Agreement terminates or is
held invalid or unenforceable as described above, such permits, licenses, approvals and
entitlements shall not remain valid for the term of this Agreement, but shall remain valid
for the term of such permits, licenses, approvals and entitlements.
7.3 Review for Compliance.
City shall review this Agreement at least once during every twelve (12) month
period following the Development Agreement Restatement Date, in accordance with
City's procedures and standards for such review set forth in City's Development
Agreement Ordinance. During such periodic review by City, Developer, promptly after
written request from City, shall be required to demonstrate, and hereby agrees to furnish,
evidence of good faith compliance with the terms hereof. The failure of City to conduct
or complete the annual review as provided herein or in accordance with the Development
Agreement Ordinance shall not impact the validity of this Agreement.
8. DEFAULT; REMEDIES; DISPUTE RESOLUTION; TERMINATION.
8.1 Default and Cure.
Subject to the extensions of time for events of Force Majeure as set forth in this
Agreement, failure by either Party to perform any action or covenant required by this
Agreement within the time periods provided herein if such failure materially and adversely
affects the Project, constitutes a "Default" under this Agreement. A Party claiming an
MAE Default shall give written notice of MAE Default to the other Party specifying the
MAE Default complained of. Except as otherwise expressly provided in this Agreement,
the claimant shall not institute any proceeding against the other Party, and the other Party
shall not be in MAE Default if such Party cures such default within thirty (30) days from
receipt of such notice, or if the nature of such default is that it cannot reasonably be
expected to be cured within such thirty (30) day period, if such Party, with due diligence,
commences to cure, correct or remedy such failure or delay within thirty (30) days from
receipt of such notice, and completes such cure, correction or remedy with diligence no
later than ninety (90) days after the expiration of the initial 30-day period. A Default that
is not cured within such cure periods may be referred to herein as an "MAE Default" of
this Agreement.
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8.1.1 Provisions Relating to Notices and Events of Default.
The Party claiming a Default shall give written notice of Default to the other Party
specifying the Default complained of, but a delay in giving such notice shall not constitute
a waiver of any Default nor shall it change the time of Default. Any failure or delays by
any Party in asserting any of their rights and/or remedies as to any Default shall not
operate as a waiver of any Default or of any such rights or remedies. Delays by any Party
in asserting any of its rights and/or remedies shall not deprive that Party of its right to
institute and maintain any actions or proceedings that it may deem necessary to protect,
assert or enforce any such rights or remedies.
In addition to other acts or omissions of the Developer that may legally or equitably
constitute a Default or MAE Default of this Agreement, the occurrence of any of the
following specific events, prior to the issuance of the final Certificate of Completion for the
Project, shall constitute an event of Default under this Agreement, subject to the notice
and cure provisions set forth in Section 8.1 above:
(A) Any representation, warranty or disclosure made in writing to
City by Developer regarding this Agreement or the Project is materially false or
misleading, whether or not such representation or disclosure appears in this Agreement,
which representation, warranty or disclosure was known by a senior executive of
Developer to be materially false when made.
(B) The construction of the Project is delayed or suspended for a
period in excess of that permitted by an event(s) of Force Majeure and/or period(s) for
cure of an MAE Default;
(C) Developer fails to meet the dates for performance of the
Project Milestones according to the Schedule of Performance after allowance for any
extensions authorized by this Agreement;
(D) Except for the Project Milestones, which are governed by the
preceding Section 8.1.1(C), Developer fails to complete the construction (or fails to cause
the completion of construction and build -out of the Phase 1 Property) within a reasonable
time after the approximate completion dates set forth in the Schedule of Performance,
after allowance for any extensions authorized by this Agreement;
(E) The financing or investment in any Project Component(s) that
is not in compliance with the provisions in Section 4.3 of this Agreement;
(F) There occurs any event of dissolution or termination of
Developer that adversely and materially affects the operation of the Property or the
Project, and such event is not corrected within five (5) days following written notice of
such event from the City to the Developer.
(G) There is a voluntary Transfer by Developer of its interest in
this Agreement, the Property, or the Project, or any portion thereof, in violation of the
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terms and conditions of this Agreement and such action is not cured within the period
prescribed in this Agreement.
(H) A receiver is appointed to conduct the affairs of the Developer,
or Developer files for bankruptcy either voluntarily or involuntarily (in which Developer
colluded or consented), under state or federal law;
(1) Developer's legal status as a limited liability company
authorized by the Secretary of State of the State of California to transact business in
California is suspended or terminated and not reinstated within thirty (30) days after
Developer obtains actual notice thereof.
8.1.2 Rights and Remedies Are Cumulative.
Except as otherwise expressly stated in this 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.
8.2 Termination of Agreement.
In addition to any other rights and remedies available to the City under this
Agreement, the City shall have the right to terminate this Agreement if Developer fails to
cure any MAE Default listed in Section 8.1.1 of this Agreement.
8.3 City Remedies.
In the event of an MAE Default by Developer of its obligations under this
Agreement, City, at its option, may terminate this Agreement as provided in Section 8.2
and may institute legal action in law or in equity to cure, correct, or remedy such MAE
Default, enjoin any threatened or attempted violation, or enforce the terms of this
Agreement; provided, however, that, except as otherwise provided in this Agreement, City
shall not be entitled to an award of consequential or special damages for any Developer
Default or MAE Default.
8.3.1 Defaults and Relation to Option Aareement and TOT Covenant
Agreements.
Unless otherwise specified in the Option Agreement and the TOT Covenant
Agreement (or implementing agreements attached as exhibits to these respective
agreements), noticing and rights to cure set forth in this Reinstated Development
Agreement shall apply to all defaults thereunder. Nothing in this Section precludes or
otherwise limits City's rights and remedies set forth specifically in, and applicable only to,
the Option Agreement and/or the TOT Covenant Agreement (and implementing
agreements attached as exhibits to these respective agreements).
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8.3.2 Assignment of Development Plans.
If this Agreement is terminated by City as a result of any uncured MAE Default by
Developer, then, at the election of City and without any additional consideration to be paid
to Developer, which election may be exercised in City's sole and absolute discretion,
Developer shall deliver to City an executed assignment in a form reasonably acceptable
to City of 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 the construction of any non -constructed Project Components of the Project on
the Property, or portions thereof that are subject to the uncured MAE Default (collectively,
the "Plans Assignable At Termination") which are not deemed by Developer in its
reasonable discretion to be proprietary or contain the marks, tradenames, trademarks of
Developer or its Affiliates, together with copies of all of Plans Assignable At Termination,
as have been prepared for the development of the Project to date of the termination.
Notwithstanding the foregoing right of City and obligation of Developer, Developer does
not covenant to convey to City the copyright or other ownership rights of third parties.
City understands and agrees that the assignment to City under this Section is subject and
subordinate to any assignment which Developer may make to a Lender providing a Loan
for the Project, and City agrees to execute any documents required by such lender
acknowledging and effectuating such subordination of City's rights in and to the
assignment. City's assumption and/or use of the Plans Assignable At Termination or any
of them shall be without any representation or warranty by Developer as to the accuracy
or completeness of any such plans, and City shall assume all risks in the use of such
plans and is subject to the claims of, and applicable agreements with, Developer.
8.4 Developer Remedies.
The Parties acknowledge that City would not have entered into this Agreement if
it were to be liable in monetary damages of any kind whatsoever under or with respect to
this Agreement, Project Approvals, or the application of any matters relating to any rights
vested by virtue of this Agreement. As such, the Parties agree that declaratory and
injunctive relief, mandate, and specific performance shall be Developer's sole and
exclusive judicial remedies against City with respect to enforcement of the terms,
provisions and conditions of this Agreement.
In the event of an uncured MAE Default by City of the terms of this Agreement,
Developer, at its option, may institute legal action in equity to cure, correct, or remedy
such default, enjoin any threatened or attempted violation, or enforce the terms of this
Agreement; provided, however, that in no event shall Developer be entitled to recover
any damages of and kind whatsoever from City.
8.4.1 Limitation of Damages Against City.
The Parties acknowledge agree that City would not have entered into this
Agreement if it were to be liable in monetary damages for consequential damages of any
kind whatsoever, including consequential damages, incidental damages, and/or future
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damages, under or with respect to this Agreement or other Project Approvals, or the
application of any matters relating to any rights vested in Developer by virtue of this
Agreement. In amplification of the preceding sentence and Section 8.4, and not by way
of limitation, in no event shall City be liable for or Developer be entitled to an award of
damages for economic loss, lost profits, or any other consequential damages of any kind.
Notwithstanding the limitations on damages against City, Developer may be entitled to an
award of attorney's fees and costs pursuant to Section 8.5.5 of this Agreement.
8.4.2 Specific Performance.
The Parties acknowledge that monetary damages and remedies at law generally
are inadequate due, in part, to the size, nature and scope of the Project, and it will not be
practical or possible to restore the Property to its natural condition once implementation
of this Agreement has begun, and specific performance is a particularly appropriate
remedy for the enforcement of this Agreement and should be available to both Parties
based on the following reasons and facts:
(A) The unavailability of monetary damages against City;
(B) Developer's obligations provided for in this Agreement were
bargained for by City and given in return for assurances by City to Developer regarding
the vested rights under the Applicable Rules and Project Site Development Permits
(except as specified to the contrary herein, including the City's Reserved Powers)
applicable to the development and use of the Property and Project, which assurances
were in turn relied upon by Developer in undertaking Developer's obligations;
(C) Due to the size, nature and scope of the Project, it may not be
practical or possible to restore the Property to its natural condition once implementation
of this Agreement has begun; after such implementation, Developer may be prevented
from other choices it may have had to utilize the Property, or portions thereof, and to
provide other benefits to City. Developer has invested significant time and resources and
performed extensive planning and processing of the Project in agreeing to the terms of
this Agreement and will be investing even more significant time and resources in
implementing the Project in reliance upon the terms of this Agreement, and it is not
possible to determine the sums of money that would adequately compensate Developer
for such efforts;
(D) The inability of Developer to recover and receive back its
capital investment in the Master Site Infrastructure Improvements to be provided to City
as part of Developer's obligations and to re -plan and provide for different uses of the
Property once such facilities and infrastructure have been completed; and
(E) The uses of the Property for the purposes and uses described
for the Project are unique.
Further, the Parties acknowledge that, for the reasons set forth above (particularly
because of the lack of monetary damages available to Developer), in connection with any
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judicial proceeding regarding the performance of this Agreement, rights, or the interests
and duties of the Parties hereunder, it is appropriate to, and the Parties shall, cooperate
in requesting (whether by stipulations or otherwise) the court to proceed expeditiously
and to retain jurisdiction until the underlying conflict or dispute has been fully resolved.
8.5 Legal Actions and Litigation.
8.5.1 Jurisdiction and Venue.
Any action at law or in equity brought by either Party hereto for the purpose of
enforcing, construing, or interpreting the validity of this Agreement or any provision hereof
shall be brought in the Superior Court of the State of California in and for the County of
Riverside, or such other appropriate court in said county, and the Parties hereto waive all
provisions of law providing for the filing, removal, or change of venue to any other court.
Notwithstanding the foregoing paragraph, the Parties consent to the jurisdiction
and venue of the Bankruptcy Court to the extent this Agreement (or any other of the La
Quinta Amended Development Agreements or subsequent agreements between the
Parties) and/or any dispute that arises between the Parties under this Agreement (or any
other of the La Quinta Amended Development Agreements or subsequent agreements
between the Parties) relates to the Bankruptcy Lawsuit, and the Bankruptcy Court has
retained jurisdiction for purposes of oversight and judicial enforcement of any orders
issued by the Bankruptcy Court in the Bankruptcy Lawsuit.
8.5.2 Service of Process.
In the event that any legal action is commenced by Developer against City, service
of process on City shall be made by personal service on the City Clerk (or City Clerk's
Office) pursuant to applicable California law. In the event that any legal action is
commenced by City against Developer, service of process on Developer shall be made
by personal service upon any officer of Developer, whether made within or outside the
State of California, or in such other manner as may be provided by law.
8.5.3 Inaction Not a Waiver of Default.
Any failures or delays by either Party in asserting any of its rights and remedies as
to any Default shall not operate as a waiver of any Default or of any such rights or
remedies, or deprive either such Party of its right to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert or enforce any such rights
or remedies.
8.5.4 Applicable Law.
The internal laws of the State of California shall govern the interpretation and
enforcement of this Agreement without regard to conflicts of law principles.
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8.5.5 Attorneys' Fees.
In any action between the Parties to interpret, enforce, reform, modify, rescind, or
otherwise in connection with any of the terms or provisions of this Agreement, the
prevailing Party in the action shall be entitled, in addition to damages, injunctive relief, or
any other relief to which it might be entitled, reasonable costs and expenses including,
without limitation, litigation costs, reasonable attorneys' fees and expert witness fees.
8.5.6 ADDointment of Judicial Referee.
A Party initiating legal action hereunder may request that such action be heard by
a referee appointed by the Riverside County Superior Court pursuant to the reference
procedures of California Code of Civil Procedure Section 638 et seq. Developer and City,
in such case, shall use their best efforts to agree upon a single referee who shall then try
all issues, whether of fact or law, and report a finding and judgment thereon and issue all
legal and equitable relief, as permitted pursuant to this Agreement and appropriate under
the circumstances of the controversy. The referee shall be a retired judge from either the
California Superior Court, the California Court of Appeal, the California Supreme Court,
the United States District Court or the United States Court of Appeals with significant and
recent experience in resolving land use and real property disputes. If Developer and City
are unable to agree upon a referee within ten (10) days of a written request to do so by
any Party, any Party may seek to have a referee appointed pursuant to Section 640 of
the California Code of Civil Procedure. The cost and fees of such proceeding including
the referee's fees and the court reporter's fees (exclusive of the attorney's fees and cost
of the Parties) shall be borne equally by the Parties; provided, however, that the costs
and fees for such proceeding, including any initiation fee, shall be ultimately borne by the
non -prevailing Party if there is an award of attorney's fees as provided for in Section 8.5.5
of this Agreement. Any referee selected pursuant to this Section shall be considered a
temporary judge appointed pursuant to Article 6, Section 21 of the California Constitution.
The statement of decision of the referee shall be binding upon the parties, and upon filing
of the statement of decision with the clerk of the court (or with the judge where there is
no clerk), judgment may be entered thereon in the same manner as if the action had been
tried by the court. The decision of the referee shall be appealable as if rendered by the
court. In the event that an alternative method of resolving disputes concerning the
application, enforcement or interpretation of development agreements is provided by
legislative or judicial action after the Effective Date, the Parties may, by mutual
agreement, select such alternative method.
9. MORTGAGEE PROTECTION; CERTAIN RIGHTS OF CURE
9.1 Liens Recorded Against the Property and Project.
This Agreement shall not prevent or limit Developer from encumbering the
Property or any portion thereof or any improvements thereon with Lien in which the
Property, or a portion thereof or interest therein, is pledged as security, and contracted
for in compliance with this Agreement and in good faith securing financing with respect to
the construction, development, use or operation of the Project.
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9.2 Mortgagee Protection.
This Agreement shall be superior and senior to, with priority over, any Lien
recorded against the Property or any portion thereof after the Development Agreement
Reinstatement Date. Notwithstanding the foregoing, and provided the Lien (including any
Construction Loan Deed of Trust and Infrastructure Loan Deed of Trust) is recorded and
entered into in compliance with this Agreement, no Default or MAE Defaultof this
Agreement shall defeat, render invalid, diminish, or impair the Lien made in good faith
and for value, and any acquisition or acceptance of title or any right or interest in or with
respect to the Property or any portion thereof by a holder of a beneficial interest under a
Lien, or any successor or assignee to said holder (a "Mortgagee"), whether said
acquisition or acceptance of title is pursuant to foreclosure, trustee's sale, deed in lieu of
foreclosure, lease termination, or otherwise, shall be subject to all of the terms and
conditions of this Agreement.
9.3 Mortgagee Obligations and Relief Therefrom.
With respect to any Mortgagee that is a Lender for any Construction Loan or
Infrastructure Loan entered into pursuant to this Agreement, the terms and conditions set
forth in Article 4 (including Section 4.3.5) of this Agreement, among other provisions, shall
govern said Lender's rights and obligations with respect mortgage protections offered
under this Agreement.
No Mortgagee or other Lender will have any obligation or duty under this
Agreement to perform the obligations of Developer or other affirmative covenants of
Developer hereunder, or to guarantee such performance; provided, however, that to the
extent that any covenant to be performed by Developer is a condition to the performance
of a covenant by City, the performance thereof shall continue to be a condition precedent
prior to the City's performance under this Agreement and, as applicable, under the Option
Agreement and TOT Covenant Agreement (and implementing agreements attached as
exhibits to these respective agreements).
10. TRANSFERS OF INTEREST IN PROPERTY, PROJECT, OR AGREEMENT
10.1 Developer Unique and Material Term to this Agreement.
Developer acknowledges and agrees that the qualifications and identity of
Developer are of particular importance to City. Developer further recognizes and
acknowledges that City has relied and is relying on the specific qualifications and identity
of Developer in entering into this Agreement with Developer and, as a consequence,
Transfers are permitted only as expressly provided in this Agreement. Developer shall
promptly notify City in writing of any and all changes whatsoever in the name of the
business entities comprising the majority of and/or in control of Developer, as well as any
and all changes in the majority interest or the control of Developer, of which information
Developer is notified or may otherwise have knowledge or information.
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10.2 Transfers Generally Prohibited Without Prior City Approval.
Except for Permitted Transfers for which Developer delivers to City a fully executed
and Assignment and Assumption Agreement, Developer may not Transfer or otherwise
assign this Agreement or its interest in title to the Property without the prior written consent
of City, which shall not be unreasonably withheld, delayed or conditioned.
10.2.1 Obtaining City Approval for Transfers.
Developer represents to City that it has not made and agrees that it will not make
or create, or suffer to be made or created, any Transfer other than a Permitted Transfer
without the prior written consent of the City (which shall not be unreasonably withheld,
delayed or conditioned), either voluntarily, involuntarily or by operation of law. In deciding
whether to approve or disapprove any proposed Transfer, City may consider the
proposed financial strength and the experience of the proposed transferee and its senior
management in undertaking and successfully completing projects of a similar type and
size as the Project or that portion of the Project proposed to be transferred (it being
acknowledged that such financial strength and experience may be held by direct or
indirect investors or affiliates of the transferee). Any Transfer made in contravention of
this Article 10 and Agreement shall be voidable at the election of City, and the City shall
have any remedy at law or in equity as a result thereof;, subject to the notice and cure
rights provided in Section 8.1.
10.2.2 Request for City Approval of Transfer.
Unless more time is otherwise required under this Agreement, Developer shall
provide City no less than thirty (30) days prior written notice (or, for a Permitted Transfer,
no less than ten (10) days prior written notice) of any proposed Transfer which Developer
desires to enter into. Developer shall have the burden of demonstrating to City's
reasonable satisfaction that the proposed Transfer meets the conditions and
requirements of this Agreement with respect to any Transfer that is not a Permitted
Transfer.
10.2.3 Costs for Review of Proposed Transfer.
In connection with City's review of any request for approval of any proposed
Transfer under this Article 10 or of any Lender or Loan pursuant to this Agreement,
Developer agrees to reimburse City for those reasonable out of pocket third party costs
and expenses incurred by City in connection with its review of Developer's request for
approval, including, without implied limitation, the reasonable fees and costs of those
outside consultants and legal counsel retained by City to assist it in its review of
Developer's request, including the City Attorney.
10.2.4 Assignment and Assumption Agreement.
Except for Permitted Transfers that are expressly released in this Agreement from
the obligation of executing and recording an Assignment and Assumption Agreement,
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every Transfer, including any Permitted Transfer, of all or any portion of the Property,
Project, or this Agreement, shall be memorialized by an assignment and assumption
agreement, subject to the consent of the City and in substance and form substantially
similar to that attached hereto as Exhibit L and incorporated herein by this reference
("Assignment and Assumption Agreement"). No Transfer of all or any portion of the
Property, Project, or this Agreement shall be operative or effective unless and until an
Assignment and Assumption Agreement, is fully executed and recorded in the Recorder's
Office against the Property (or portion thereof) to which the Transfer applies. The parties
agree that any such Transfer may be for the entire Property or any one (1) or more Project
Components either in a single transaction or multiple transactions, as elected by
Developer. In the event of any such Transfer(s), if as a result of any multiple Transfers,
Developer shall constitute more than one (1) Person (i.e., if Developer's interests in
different Project Components are Transferred to different Persons), then each such
Person shall only be liable for (and the applicable Assignment and Assumption
Agreement shall solely apply to) the rights and obligations under this Agreement as they
relate to the portion of the Property then -owned by such transferee.
10.2.5 Permitted Transfers.
Notwithstanding anything to the contrary contained herein, the following Transfers
shall not require prior approval from the City for the purported Transfer (each, a
"Permitted Transfer"),
(A) The conveyance or dedication of any portion of the Property
to an appropriate federal, state, or local (including City) governmental agency, or the
granting of easements or permits to facilitate construction and operation of the Project
(depending on the type of conveyance or dedication, the Transfer may be exempted from
the requirement of an Assignment and Assumption Agreement);
(B) The sale by Developer of any completely constructed
residential dwelling unit(s), whether single-family detached or condominium unit, to a
bone fide third party purchaser/individual buyer (such sale and conveyance shall be
exempted from the requirement of an Assignment and Assumption Agreement);
(C) The sale by Developer of any precisely -graded unimproved
custom single-family luxury residence Lot pursuant to Section 3.2.7 of this Agreement to
a bone fide third party purchaser/individual buyer;
(D) Any Transfer that is a Transfer Exemption (provided
Developer requires the transferee by written agreement or arrangement to be bound by
the terms and conditions of this Agreement, such Transfer is be exempted from the
requirement of an Assignment and Assumption Agreement);
(E) Any Transfer to a Permitted Affiliate Assignee;
(F) Any Transfer to a Permitted Hotel Operator;
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(G) Any Transfer to a Permitted Lender;
(H) Any Transfer to a Permitted Development/Operational
10.2.6 Partial Release of Obliaations from Transferor.
Upon the Transfer in whole or in part of Developer's right and interest to all or any
portion of the Property, Project, or this Agreement, which shall be evidenced by the
recording of an Assignment and Assumption Agreement pursuant to this Agreement, then
Developer may obtain from City for a release from Developer's obligations hereunder with
respect to the portion of the Property, Project, or this Agreement, so Transferred. City
shall approve the partial or full release if: (A) Developer has complied with the obligations
in this Article 10 relating to Transfers; (B) Developer is not in MAE Default of this
Agreement at the time of the request for release, or provides adequate assurances to the
satisfaction of City that it will cure any breach prior to the Transfer; (C) Developer and the
transferee have executed and recorded against the portion of the Property to which the
Transfer applies an Assignment and Assumption Agreement applicable to the portion of
the Property being Transferred, and (D) the transferee has duly assumed all obligations
of Developer under this Agreement with respect to the portion of the Property so
transferred with respect to matters occurring after the effective date of such Transfer.
Failure to obtain City consent when required hereunder shall not negate, modify or
otherwise affect the liability under this Agreement of any transferee or future owner of any
portion of the Property. Developer shall remain responsible for all obligations set forth in
the Agreement that are not subject to an Assignment and Assumption Agreement in
accordance with this Article 10. A Party proposing to assign its obligations under this
Agreement (i) shall remain liable for the obligations hereunder until and unless City has
received a fully executed Assignment and Assumption Agreement, and (ii) shall remain
liable for any MAE Default hereunder that occurred prior to the effective date of the
assignment. Developer or Developer's successor agrees to reimburse City for those third
party costs and expenses incurred by City in connection with its review of any Assignment
and Assumption Agreement, including, without implied limitation, the reasonable fees and
costs of those outside consultants and legal counsel retained by City to assist it in its
review of Developer's Transfer , including the City Attorney.
10.3 Successors and Assians.
All of the terms, covenants and conditions of this Agreement shall be binding upon
Developer and its permitted successors and assigns. Whenever the term "Developer" is
used in this Agreement, such term shall include any other permitted successors and
assigns as herein provided. Notwithstanding anything to the contrary contained herein,
Developer may assign this Agreement (pursuant to the Assignment and Assumption
Agreement) either in its entirety to a single assignee, or separately to separate assignees
as to each Project Component or groups of Project Components as elected by Developer,
so long as Developer or Affiliates of Developer continue to own an interest in, and are
involved in the control and/or management of, Developer, and such assignment is made
to an Affiliate of Developer identified on the Developer Entities Organization Chart (any
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such assignee, a "Permitted Affiliate Assignee"). It is acknowledged that each
separate assignee (if applicable pursuant to the foregoing) may consist of different
investors and/or management and no consent by the City shall be required as long as
Developer is a Permitted Affiliate Transferee.
10.4 Developer Entities Documentation.
City shall have the right to request from Developer written documentation and
evidence confirming a proposed Permitted Affiliate Assignee is consistent with those
entities identified on the Developer Entities Organization Chart. No later than thirty (30)
days prior to the proposed assignment from Developer to a proposed Permitted Affiliate
Assignee, Developer shall deliver written notice thereof to City, and City shall thereafter
have five (5) days to request documentation and evidence (as may be recommended by
Developer and consistent with industry standards for confirming affiliated entities, such
as proposed limited liability company operating agreements, management agreements,
or similar documentation) to review solely for the purpose of confirming the proposed
Permitted Affiliate Assignee is one that is identified and consistent with those entities
identified on Developer Entities Organizational Chart. Nothing in this Section limits or
prevents Developer from modifying or supplementing the Developer Entities
Organizational Chart to add or remove proposed Affiliates of Developer, as may be
necessary or proper during the Term of this Agreement and development (and completion
of development) of the various Project Components.
10.5 Assignment by City.
City may assign or transfer any of its rights or obligations under this Agreement
with the approval of Developer, which approval shall not be unreasonably withheld;
provided, however, that City may assign or transfer any of its interests hereunder to a
joint powers authority in which City is a member at any time without the consent of
Developer.
11. MISCELLANEOUS
11.1 Notices. Demands and Communications Between the Parties.
Any approval, disapproval, demand, document or other notice ("Notice") which
either Party may desire to give to the other Party under this Agreement must be in writing
and shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same -
day or overnight messenger service that provides a receipt showing date and time of
delivery, or (iii) dispatched by registered or certified mail, postage prepaid, return receipt
requested, to the principal offices of City and Developer at the addresses specified below,
or at any other address as that Party may later designate by Notice.
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To City: City of La Quinta
78-495 Calle Tampico
La Quinta, California 92253
Attn: City Clerk
With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 91h Floor
Irvine, California 92612
Attn: William H. Ihrke
Email: bihrke@rutan.com
To Developer: TBE RE Acquisition Co II LLC
c/o Turnbridge Equities
4 Bryant Park, Suite 200
New York, New York 10018
Attention: General Counsel and Michael
Gazzano
Email: jw@turnbridgeeq.com and
mg@turnbridgeeq.com
with a copy to:
DLA Piper
1251 Avenue of the Americas
New York, New York 10020
Attention: Todd Eisner
Email: todd.eisner(@us.dlapiper.com
with a copy to:
Procopio
200 Spectrum Center Drive, Suite 1650,
Irvine, CA 92618
Attn: James Vaughn
Email: james.vaughn procopio.com
Any written notice, demand or communication shall be deemed received immediately if
personally delivered or delivered by delivery service, and shall be deemed received on
the fifth (5th) day from the date it is postmarked if delivered by registered or certified mail.
11.2 Force Majeure.
In addition to specific provisions of this Agreement, performance by either Party
hereunder shall not be deemed to be in MAE Default or Default, and all performance and
other dates specified in this Agreement shall be extended, where delays, MAE Defaults
or Defaults are due to causes beyond the control or without the fault of the Party claiming
an extension of time to perform, which include the following (each, a "Force Majeure"):
war; insurrection; acts of terrorism; strikes; lockouts; riots; floods; earthquakes; fires;
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casualties; acts of God; acts of the public enemy; condemnation of property by a federal
or state agency; mob violence; natural disasters; any pandemic or epidemic; unusual
disruption to national or international transport services; governmental shut -downs and
"stay at home" mandates or other public health restrictions; quarantine restrictions; and
nation-wide freight embargoes. Notwithstanding anything to the contrary in this
Agreement, an extension of time for any such cause shall only be for the period of the
delay and shall commence to run from the time of the commencement of the cause, if
notice by the Party claiming such extension is sent to the other Party within thirty (30)
days of the commencement of the cause. Times of performance under this Agreement
may also be extended in writing by the mutual agreement of City and Developer.
11.3 Bindina Effect.
This Agreement, and all of the terms and conditions hereof, shall be binding upon
and inure to the benefit of the Parties, any subsequent owner of all or any portion of the
Project or the Property, and their respective assigns or successors in interest, whether or
not any reference to this Agreement is contained in the instrument by which such person
acquired an interest in the Project or the Property.
11.4 Independent Entity.
The Parties acknowledge that, in entering into and performing this Agreement,
each of Developer and City is acting as an independent entity and not as an agent of the
other in any respect.
11.5 Agreement Not to Benefit Third Parties.
This Agreement is made for the sole benefit of the Parties, and no other person
shall be deemed to have any privity of contract under this Agreement nor any right to rely
on this Agreement to any extent for any purpose whatsoever, nor have any right of action
of any kind on this Agreement nor be deemed to be a third party beneficiary under this
Agreement.
11.6 Covenants.
The provisions of this Agreement shall constitute mutual covenants which shall run
with the land comprising the Site for the benefit thereof, and for the benefit of City's
adjoining properties, and the burdens and benefits hereof shall bind and inure to the
benefit of each of the Parties hereto and all successors in interest to the Parties hereto
for the term of this Agreement.
11.7 Non -liability of City Officers and Employees.
No official, officer, employee, agent or representative of City, acting in his/her
official capacity, shall be personally liable to Developer, or any successor or assign, for
any loss, costs, damage, claim, liability, or judgment, arising out of or connection to this
Agreement, or for any act or omission on the part of City.
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11.8 Amendments or Modifications of Agreement.
11.8.1 Amendments. This Agreement may be amended from time to time
by mutual consent of the original Parties or such party to which Developer assigns all or
any portion of its interest in this Agreement, in accordance with the provisions of the City's
Development Agreement Ordinance and Government Code Sections 65867 through
65868.
11.8.2 Determination of Insubstantial Modifications. For each proposed
modification to this Agreement, the City Manager or his/her designee shall determine, in
his/her sole discretion: (1) whether, in his/her reasonable judgment, the requested
modification constitutes an "Insubstantial Modification," as defined in this Agreement; (2)
whether the requested modification is consistent with the Applicable Rules and Project
Approvals (other than that portion of this Agreement sought to be modified); and (3)
whether, in his/her reasonable judgment, the requested modification tends to promote the
goals of this Agreement. If the City Manager or his/her designee determines that the
requested modification is an "Insubstantial Modification," the proposed modification may
be reviewed and acted upon by the City Manager, and a written modification will be
executed by the Parties and attached to this Agreement. Any such Insubstantial
Modification shall not be deemed an "amendment" to this Agreement under Government
Code Section 65858, but the document memorializing an approved Insubstantial
Modification shall be recorded in the Recorder's Office no later than thirty (30) days after
complete execution of said amendment or other agreement. Any modification of which
the City Manager, in his/her reasonable discretion, determines not to be an "Insubstantial
Modification" shall be an amendment to this Agreement.
11.8.3 Costs of Processing and Memorializing Amendments or
Insubstantial Modifications. Developer shall be required to reimburse City for all costs
City incurs in negotiating, preparing, and processing any alterations, changes, or
modifications to this Agreement requested by Developer or any lender or investor. In
connection with any request for an alteration, change or modification, Developer shall
deposit with City the sum of Ten Thousand Dollars ($10,000). Notwithstanding the
foregoing, the City Manager shall have the discretion to authorize a lesser deposit, in the
event he or she determines the proposed alteration, change or modification is minor. In
the event the funds on deposit are depleted, City shall notify Developer of the same, and
Developer shall deposit with City an additional Five Thousand Dollars ($5,000) to
complete processing of the requested alteration, change or modification. Developer shall
make additional deposits to City, as needed, pursuant to the foregoing process, until the
requested alteration, change, or modification is finalized. Within sixty (60) days after such
alteration, change or modification is finalized, City shall reimburse Developer any unused
sums.
11.9 Amendment or Cancellation by Mutual Consent.
Except as expressly stated to the contrary herein, this Agreement may be
amended or canceled in whole or in part only by mutual consent of the Parties and in the
manner provided for in Government Code Sections 65867-65868 and the Development
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Agreement Ordinance. Notwithstanding the foregoing, in the event that any portion of the
Property is under different ownership at some time during the Term hereof, City and the
then -owner of such portion may amend the terms of this Development Agreement and
the Project Approvals with respect to said portion, without obtaining the approval or
consent of the owners of the other portions of the Property.
11.10 No Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing
and signed by a duly authorized representative of the Party against whom enforcement
of a waiver is sought and referring expressly to this Section. No delay or omission by
either Party in exercising any right or power accruing upon non-compliance or failure to
perform by the other Party under any of the provisions of this Agreement shall impair any
such right or power or be construed to be a waiver thereof, except as expressly provided
herein. No waiver by either Party of any of the covenants or conditions to be performed
by the other Party shall be construed or deemed a waiver of any succeeding breach or
nonperformance of the same or other covenants and conditions hereof.
11.11 Severability.
If any term, provision, covenant or condition of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Agreement shall continue in full force and effect, to the extent that the invalidity or
unenforceability does not impair the application of this Agreement as intended by the
Parties.
11.12 Cooperation in Carrying Out Agreement.
Each Party shall take such actions and execute and deliver to the other all such
further instruments and documents as may be reasonably necessary to carry out this
Agreement in order to provide and secure to the other Party the full and complete
enjoyment of its rights and privileges hereunder.
11.13 Estoppel Certificate.
Either Party may, at any time, deliver written notice to any other Party requesting
such Party to certify in writing that, to the best knowledge of the certifying Party (which, if
so requested by a Party, shall inure to the benefit of any Lender, Hotel Operator or
Permitted Transferee and their respective successors and assigns), (i) this Agreement is
in full force and effect and a binding obligation of the Parties, (ii) this Agreement has not
been amended or modified either orally or in writing, or if so amended, identifying the
amendments, (iii) the requesting Party is not in default in the performance of its obligations
under this Agreement, or if in default, describing the nature and amount of any such
defaults, and that to the knowledge of the requesting Party, the other party is not in default
(or specifying any such defaults) and (iv) any other reasonable information requested. A
Party receiving a request hereunder shall execute and return such certificate within thirty
(30) days following approval of the proposed estoppel certificate by the City Attorney,
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which approval shall not be unreasonably withheld or delayed. The City Manager or
authorized designee is authorized to sign and deliver an estoppel certificate on behalf of
City. City acknowledges that a certificate hereunder may be relied upon by transferees
and Mortgagees and other Lenders.
11.14 Construction.
The terms of this 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 Agreement or any other rule of construction that might otherwise
apply. As used in this Agreement, and as the context may require, the singular includes
the plural and vice versa, and the masculine gender includes the feminine and vice versa.
11.15 Recordation.
This Agreement shall be recorded in the Recorder's Office at Developer's cost, if
any, within the period required by this Agreement or, if not specified herein, per
Government Code Section 65868.5. Amendments and Insubstantial Modifications
approved by the Parties, Assignment and Assumption Agreements, and any cancellation
or termination of this Agreement, shall be similarly recorded.
11.16 Captions and References.
The captions of the paragraphs and subparagraphs of this Agreement are solely
for convenience of reference, and shall be disregarded in the construction and
interpretation of this Agreement. Reference herein to a paragraph or exhibit are the
paragraphs, subparagraphs and exhibits of this Agreement.
11.17 Time.
Time is of the essence in the performance of this Agreement and of each and every
term and condition hereof as to which time is an element.
11.18 Computation of Days.
Unless expressly identified as being subject to "business days," the computation
for performance and word "Days" and "days" shall mean calendar days, continuously
calculated and without exclusion of weekends or holidays; provided, however, that if the
last "day" were to fall on a weekend day or official holiday recognized under federal or
state law, then the time for performance on that last day shall be extended to the next
business day. For purposes of this Agreement, "business day" means every day of the
calendar year except Saturdays, Sundays, and official holidays recognized under federal
or state law and for which City Hall is closed to the general public.
11.19 Recitals & Exhibits Incorporated; Entire Agreement.
The Recitals to this Agreement and all of the exhibits and attachments to this
Agreement are, by this reference, incorporated into this Agreement and made a part
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hereof. This Agreement, including all Exhibits attached hereto, constitutes the entire
agreement between the Parties with respect to the subject matter of this Agreement, and
this Agreement supersedes all previous negotiations, discussions and agreements
between the Parties, and no parole evidence of any prior or other agreement shall be
permitted to contradict or vary the terms hereof.
11.20 Exhibits.
Exhibits A-M to which reference is made in this Agreement are deemed
appropriated herein in their entirety. Said exhibits are identified as follows:
A. Legal Descriptions Subject to this Agreement
A-1 Legal Description of Phase 1A Property
A-2 Legal Description of Phase 1 B Property
A-3 Legal Description of Phase 2 Property (City -Owned Option Property)
A-4 Legal Description of City -Owned Ahmanson Ranch Property
A-5 Legal Description of City -Owned Golf Course Property
B. Site Maps
C. Project Description
D. Scope of Work / Scope of Development
E. Project Schedule / Schedule of Performance
F. List of Pre -Bankruptcy Subdivision Maps and Permits
G. Form of Certificate of Completion
H. Developer Entities Organizational Chart
I. Post -Bankruptcy Sale Permitting Processes
J. Reinstated Covenant Affecting Real Property (Ahmanson Ranch House)
K. Reinstated Covenant Affecting Real Property (Golf Course Use)
L. Form of Assignment and Assumption Agreement
M. Short -Term Vacation Rental Regulations (Ch. 3.25 of La Quinta Mun. Code)
[end of list of Exhibits]
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11.21 Authority to Execute; Representations and Warranties.
Developer warrants and represents that (i) it is duly organized and existing, (ii) it is
duly authorized to execute and deliver this Agreement, (iii) by so executing this
Agreement, Developer is formally bound to the provisions of this Agreement, (iv)
Developer's entering into and performance of its obligations set forth in this Agreement
do not violate any provision of any other agreement to which Developer is bound, and (v)
there is no existing or threatened litigation or legal proceeding of which Developer is
aware, other than the Bankruptcy Lawsuit, which could prevent Developer from entering
into or performing its obligations set forth in this Agreement.
11.22 City Approvals and Actions by City Manager.
City shall maintain authority of this Agreement and the authority to implement this
Agreement through the City Manager. Except as otherwise provided in this Agreement
or as required by applicable law (including the La Quinta Municipal Code), the City
Manager (or authorized designee) shall have the authority to make approvals, issue
interpretations, waive provisions, negotiate and enter into amendments to this Agreement
and/or negotiate and enter into implementing agreements or documents on behalf of City
so long as such actions do not materially or substantially change the business terms of
this Agreement or the uses or development permitted on the Property, or materially or
substantially add to the costs incurred or to be incurred by City as specified herein. Such
approvals, interpretations, waivers, amendments, and/or implementing agreements or
documents may include extensions of time to perform as specified in the Schedule of
Performance. All other material and/or substantial interpretations, waivers, or
amendments shall require the consideration, action and written consent of the City
Council. Wherever the approval of the City is required under this Agreement, other than
approvals required of the City acting in its governmental capacity, such approval shall not
be unreasonably withheld, conditioned or delayed, unless expressly stated to the contrary
in this Agreement. Nothing in this Section limits or precludes the City Manager from
presenting to the Planning Commission and/or City Council, as applicable, for review and
consideration any matters to which the City Manager otherwise may act on behalf of City
pursuant to this Section.
11.23 No Brokers. Each of the City and the Developer represents to the other
party that it has not engaged the services of any finder or broker and that it is not liable
for any real estate commissions, broker's fees, or finder's fees which may accrue by
means of this Agreement and agrees to hold harmless the other party from such
commissions or fees as are alleged to be due from the party making such representations.
11.24 Counterpart Signature Pages.
This Agreement may be signed in multiple counterparts which, when signed by all
Parties, shall constitute a binding agreement. This Agreement shall be executed in two
(2) originals, each of which is deemed to be an original.
[end — signature page follows]
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IN WITNESS WHEREOF, Developer and City have executed this Agreement as
of the Reference Date.
"DEVELOPER"
TBE RE Acquisition Co II LLC, a Delaware
limited liability company and affiliate of
Turnbridge Equities
By:
Its:
Date: 2025 By:
Its:
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
Date: , 2025 By:
Jon McMillen, City Manager
ATTEST:
Monika Radeva, City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Riverside
On , before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
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 my hand and official seal.
Signature
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Riverside
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared
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 my hand and official seal.
Signature
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EXHIBIT A
LEGAL DESCRIPTIONS SUBJECT TO THIS AGREEMENT
[attached]
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EXHIBIT A-1
LEGAL DESCRIPTION OF PHASE 1A PROPERTY
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
PARCEL A:
THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO. 37207, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY
A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS
FOLLOWS:
LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT
DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APNs 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066
(OLD APNs PORTION OF 777-490-041 and 777-490-051)
[continues on next page]
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PARCFL B-
THAT PORTION OF PARCELS 3 AND 4 OF PARCEL MAP NO. 37207, IN THE CITY
OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY
A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
LOT "B" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT
DEED RECORDED JULY 16, 2021 AS INSTRUMENT NO. 20210428113 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE
SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APNs 777-490-037, 777-490-057, 777-490-059 AND 777-490-068
(OLD APNs PORTION OF 777-490-040 AND 777-490-041)
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PARCFL C-
PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK
242 OF PARCEL MAPS, PAGES 72 THROUGH 87, INCLUSIVE, TOGETHER WITH
PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO. 2020-0005,
RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL
RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA
QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS
INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING FROM PARCEL 5 ABOVE, ALL OIL, GAS, HYDROCARBON
SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE
THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE
RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF
THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500)
FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES
INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS,
HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B
PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE
EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY
PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR
ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND
1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE
USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY
THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND
CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS
INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS
INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS.
APNs: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777-490-073
(OLD APNs PORTION of 777-490-043 and 777-490-044)
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PARCEL D-
PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT
NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-
0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA
QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS
INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APN: 777-490-074 AND PORTIONS OF APNs 777-490-072, 777-490-073, 777-490-
075,
777- 490-077, 777-490-079 AND 777-490-080
(OLD APNs PORTION of 777-490-043, 777-490-044 AND 777-490-045)
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PARCEL E:
THAT PORTION OF PARCELS 9, 10, 11 AND 19 OF PARCEL MAP NO. 37207, IN
THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS
SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY
GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0500015
OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APNs: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084
(OLD APNs PORTION of 777-490-052, 777-060-076 and 777-060-077)
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PARCFL F-
PORTIONS OF PARCELS B AND C OF LOT LINE ADJUSTMENT NO. 2020-0005,
RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL
RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA
QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS
INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
PORTION APN: 777-490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490-
080
(OLD APNs PORTION of 777-490-044 AND 777-490-045)
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PARCFL G-
PORTIONS OF PARCEL C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED
SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS
OF SAID COUNTY, DESCRIBED AS FOLLOWS:
PARCEL "D" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA
QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS
INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE
COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1B
PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE
SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS
INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS.
PORTION APN: 777-490-079
(OLD APN PORTION of 777-490-045)
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PARCFL H-
LOTS 1 THROUGH 29 AND LOTS A THROUGH L, OF TRACT NO. 37730, IN THE
CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN
BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF
EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET
BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH,
AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A PROPERTY LYING
MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR
ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND
PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM
SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY
RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A PROPERTY OR
ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE
FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A PROPERTY, AS RESERVED BY THE CITY OF
LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN
THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-
0463950 OF OFFICIAL RECORDS.
APNs: 777-510-001 THRU -023; 777-510-025; 777-520-001 THRU -018
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PARCELI:
Parcels E, F and G of Parcel Map No. 37207, in the City of La Quinta, County of
Riverside, State of California, as shown by a Map filed for Record May 3, 2017 in Book
242, Pages 72 through 87, inclusive of Parcel Maps, in the Office of the County
Recorder of said County.
Excepting all oil, gas, hydrocarbon substances, and minerals of every kind and
character lying more than five hundred (500) feet below the surface, together with the
right to drill into, through, and to use and occupy all parts of the Phase 1A and 1 B
property lying more than five hundred (500) feet below the surface thereof for any and
all purposes incidental to the exploration for and production of oil, gas, hydrocarbon
substances or minerals from said Phase 1A and 1 B property or other lands, but without,
however, any right to use either the surface from said Phase 1A and 1 B property or any
portion thereof within five hundred (500) feet of the surface for any purpose or purposes
whatsoever, or to use the Phase 1A and 1 B property in such a manner as to create a
disturbance to the use or enjoyment of the Phase 1A and 1 B property, as reserved by
The City of La Quinta, a California Municipal Corporation and Charter City, in the Grant
Deed recorded November 28, 2018, as Instrument No. 2018-0464674, of Official
Records.
FOR INFORMATIONAL PURPOSES ONLY: APN: 777-490-053, 777-490-054, 777-
490-055
[End of legal description for Phase 1 A Property]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT A-1
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT A-2
LEGAL DESCRIPTION OF PHASE 1 B PROPERTY
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
PARCEL 1
THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP
FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY
GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856
OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 18
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APN 777-060-083
[continues on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT A-2
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
PARCFL 22
THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP
FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY
GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021-0499856
OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS
DESCRIBED THEREIN.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APN 777-060-085
[continues on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT A-2
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
PARCFL 3-
PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK
242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE
HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO
DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE
1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW
THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE
EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR
OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE
SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION
THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B
PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE
OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE
CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER
CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT
NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO.
2017-0463950, BOTH OF OFFICIAL RECORDS.
APN 777-060-075 AND APN 777-060-078
[end of legal description for Phase 1 B Property]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT A-2
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT A-3
LEGAL DESCRIPTION OF PHASE 2 PROPERTY
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
[TO BE INSERTED]
NOTE: NOTWITHSTANDING THE ABOVE -REFERENCED LEGAL DESCRIPTION,
THE PHASE 2 PROPERTY DOES NOT INCLUDE SILVERROCK PARK AND
RETENTION BASIN, AS SET FORTH IN THE REINSTATED DEVELOPMENT
AGREEMENT, RECITAL D AND DEFINITIONS OF "PHASE 2 PROPERTY" / "CITY
OWNED OPTION PROPERTY"
698/015610-0207
22736711.1 a09/05/25 EXHIBIT A-3
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT A-4
LEGAL DESCRIPTION OF CITY -OWNED AHMANSON RANCH PROPERTY
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
[TO BE INSERTED]
698/015610-0207
22736711.1 a09/05/25 EXH I BIT A-4
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT A-5
LEGAL DESCRIPTION OF CITY -OWNED GOLF COURSE PROPERTY
All that certain property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
[TO BE INSERTED]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT A-5
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT B
SITE MAPS
[attached]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
GENERAL VICINITY MAP
(Phase 1 A, Phase 1 B, and Phase 2 Properties)
WWI
I
*General Location of Phases pictured above
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
GENERAL SITE MAP
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
Residential SF
Bronoed 29lot!
Avg lot SF: 14,'
Luxum Hotel
0 keys'. 150
Spa SF 21.000
SF,24,800
■ Lmun
Brands
8 Clut
&and.
v Public
1� 7
L ' Phase
ar.
'— %
L , Phase
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
ANNOTATED SITE MAP
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
Golf Clubhouse
Clubhouse 16.200sl
Hotel Banquet / 80H
Banquet 21,600st
BOH: 26.0005f
Condominium
60 Condov l0 bldgs./
Clubhouse
Avg SF: 3.500
tesidential SFR
Q lots
lvg Lot SF: 20k (16k-24k)
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
PHASE 1A DETAILED SITE MAP
(2025 SilverRock Master Plan)
` Calf aClubhouse
vl�
Hotel BaoQuet
`
121,6003f)
29 lots
Spa
i.
y� •
r
�_
121.0000
Ah
Is
Adult Pooh e
� 1
New Guest
I�f
Rooms 116 rooms
Lobby
B idling
Ua,800sf:
Family Pool
usury Motl el
k ,150 keys lotal
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
Luxury Hotel
&anded Condommtums
8 Clubhouse
fronded single Fomny
PubI1C Golf Clubhouse
PAl -Gott Course
(.nannpj
PA2 - Luxury Brand,
23 tota)
PA3- Luxury HotN
(154 Nest rooms, It
restsvent., rete il,
Roll etc. tot.1..0 2
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
SITE MAP BY PLANNING AREAS (PAs)
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
- Pntitic Goff CL.bh. ..
Boo.11
- Lmmury Not.l Banqu.t 6
k o1 Mou.. Functions
.qu.t 25.000.f)
H: 30,000.f)
- Luxury Branded Condomrnrums
units)
tdent Ctutinou..6 F.c.W-
000s11
-Luxury 0,.nd.d R—d.nc..
.1.)
- Futur. Golf, R..rd.mul,
Canm.ro.l
hot. P—t.
d.ntt.t und., .r.d 40.0000
.m 1-11
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
SITE MAP OF PHASE 2 PROPERTY
(2025 SilverRock Master Plan)
Orange area is Phase 2 Property (i.e., City -Owned Option Property) appx. 193+/- acres
�� -00 '' ♦ .y I O O 0 00 O 0
• \ ' ° 0O O 000 O
• O O 000
O •O C
0
-O
O O D
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
SITE MAP OF EXISTING SILVERROCK PARK AND RETENTION BASIN
(Not Included in the Phase 2 Property)
SilverRock Park and Retention Basin, appx. 24+/- acres
►. be
R
Y
N �
[End of Exhibit B - Site Maps]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT B
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT C
PROJECT DESCRIPTION
(2025 SilverRock Master Plan)
The 2025 SilverRock Master Plan reconfigures the hotel, resort residential, commercial, golf
course and related ancillary support uses planned to complement the existing public golf course
and related public facilities on the SilverRock site in La Quinta.
The 2025 Master Plan includes a 154-room Luxury Resort Hotel with supporting facilities, 192
single-family and condominium resort residential units and a new clubhouse for the existing
public golf course in the first phase development areas.
The second phase will include the development of an 18-hole private golf course, 253
residential units and 40,000 square feet of commercial development. (The second phase is
contingent upon the completion of the Luxury Resort Hotel and Public Golf Clubhouse being
constructed and open for business to the general public, and upon the valid exercise of an
option to purchase the Phase 2 Property from the City pursuant to that certain "Option
Agreement" as defined in the Reinstated Development Agreement.)
The 2025 Master Plan is consistent with the SilverRock Specific Plan as approved by the City in
2006. As shown in the attached table, the amount of development planned is consistent with,
and less intensive, than analyzed in the City's prior environmental review documents for the
SilverRock Resort Project, including the 2002 Mitigated Negative Declaration (MND) adopted at
the time the City acquired the property; the 2006 Addendum to the Adopted MND evaluating the
Specific Plan; the 2014 Addendum to the Adopted MND analyzing the Master Plan proposed at
that time; and the 2018 Master Plan in Amendment No. 3 to the Purchase, Sale and
Development Agreement (PSDA).
[End of Project Description]
EXHIBIT C
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT D
SCOPE OF WORK / SCOPE OF DEVELOPMENT
This Reinstated Development Agreement governs the pre -development, development,
land uses, operations, maintenance and repair of the Phase 1 Property, and the "work"
includes any and all activities necessary and property to complete the Project on the
Phase 1 Property. Pursuant to Section 6.2.2 of this Reinstated Development
Agreement, the Phase 2 Property (i.e., City -Owned Option Property) shall be subject to
either an amendment to this Agreement or new development agreement to provide
(among other terms and conditions) more detail on the Scope of Work for the Phase 2
Property, which pursuant to this Agreement will correspond to the work to be completed
in Planning Area 8.
All work for the Project shall be conducted and completed in accordance with the
Project Approvals as defined in this Reinstated Development Agreement. The work is
to be completed in phases as provided in this Agreement and according to the Schedule
of Performance, with the phases of the work to be organized and completed in eight (8)
Planning Areas as depicted in the Site Maps by Planning Areas (PAs).
The work by Planning Area is generally described as follows:
Planning Area 1 - SilverRock Golf Course (existing)
Planning Area 1 consists of approximately 173 acres, which consists primarily of the
existing Arnold Palmer Classic Golf Course. The Planning Area also contains the
existing Ahmanson Ranch House, which sits on a 1.5-acre parcel, and the 3-acre golf
course maintenance facility site located at the southern boundary of the SilverRock
Resort Area adjacent to 54th Avenue. As currently contemplated by the project, the
Golf Course will receive upgrades performed by the Developer and will have the right,
but not the obligation, to conduct golf course improvements during City's ownership.
Planning Area 2 - Luxury Branded Residences Phase 1A
Planning Area 2 consists of approximately 14 acres and 29 residential lots and a private
street. It is anticipated that the residences will range from approximately 4,000sf -
5,500sf. A portion of the existing residential lots have partially -constructed
improvements on them that will likely be demolished. The residential lots will be
branded with the Luxury Hotel and be sold to private buyers. Developer may build a
few speculative homes as model homes, but as contemplated, each residential lot buyer
will build their own home with the oversight of Developer and/or Hotel Manager.
Additionally, each residential lot will be permitted as a Short -Term Vacation Rental, but
Developer, Hotel Owner, Hotel Manager will have final say over which lots can be
entered into the rental pool.
698/015610-0207
22736711.1 a09/05/25 EXHIBIT D
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
Planning Area 3 & 5 - Luxury Hotel
Planning Area 3 consists of approximately 23 acres and currently has partially -
constructed improvements for the prior Luxury Hotel. Some of the existing
improvements may stay as part of the new Luxury Hotel and some may be demolished.
The new Luxury Hotel will include approximately 250,000sf of buildings, including a
lobby building with restaurant, bar, retail, and back of house uses, spa, fitness,
wellness, pools, cabanas, pool bar, guest rooms, and ancillary uses.
Planning Area 5 consists of approximately 9.1 acres and currently has partially -
constructed improvements for the prior Luxury Hotel including a Conference Center and
Shared Services building. Some of the existing improvements may stay as part of the
new Luxury Hotel and some may be demolished. The new Luxury Hotel will include
approximately 55,000sf of banquet and back -of -house buildings plus parking and
outdoor event areas and hotel amenities. In addition, it is currently conceived to extend
the existing Ahmanson Way to the northern portion of SilverRock Way between
Planning Areas 4 & 5.
Planning Area 4 - Public Golf Clubhouse
Planning Area 4 consists of approximately 3.3 acres and previously contemplated as
parking for the Luxury Hotel. The project currently conceives relocating the Public Golf
Clubhouse to Planning Area 4 so that it is more accessible to the public as they enter
the SilverRock Resort Area off of Avenue 52 and will be adjacent to the Public Park and
golf course. The Public Golf Clubhouse will be approximately 16,000sf and planned to
serve the Silver Rock Golf Course in Planning Area 1.
Planning Area 6 - Luxury Branded Condominiums
Planning Area 6 consists of approximately 18.4 acres and previously contemplated as
the Lifestyle Hotel and Public Golf Clubhouse. The project currently conceives
demolition of the partially -constructed Public Golf Clubhouse and to be replaced with
approximately 70 luxury branded condominium units, a private branded -residences
clubhouse, amenities, and private streets. The approximately 70 condominiums will
range from approximately 2,000 - 3,500sf each. The condominiums will be built in
phases across multiple buildings as opposed to one large building. Each condominium
building will have covered parking and up to three levels of condominium units. The
private branded residences clubhouse will be approximately 20,000sf and include a
fitness area, meeting space, F&B, and amenities areas. Other residential amenities
include a pool, tennis, pickleball, padel, and kids area.
Planning Area 7 - Luxury Branded Residences Phase 1 B
Planning Area 7 consists of approximately 65.8 acres and 93 residential lots and private
streets. It is anticipated that the residences will range from approximately 4,000sf -
5,500sf. The residential lots will be branded with the Luxury Hotel and be sold to private
buyers. Developer may build a few speculative homes as model homes, but as
contemplated, each residential lot buyer will build their own home with the oversight of
Developer and/or Hotel Manager. Additionally, each residential lot will be permitted as
a Short -Term Vacation Rental, but Developer, Hotel Owner, Hotel Manager will have
final say over which lots can be entered into the rental pool.
698/015610-0207
22736711.1 a09/05/25 EXHIBIT D
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
Planning Area 8 - Phase 2 - Golf, Residential, Commercial
Planning Area 8 consists of approximately 200 acres and as currently contemplated will
be developed with a private 18-hole golf course, 253 private residential lots, 40,000sf of
commercial, with new private streets. (Any work in Planning Area 8 for Phase 2 is
contingent upon the completion of the Luxury Resort Hotel and Public Golf Clubhouse
being constructed and open for business to the general public, and upon the valid
exercise of an option to purchase the Phase 2 Property from the City pursuant to that
certain "Option Agreement" as defined in the Reinstated Development Agreement.)
[End of Scope of Work]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT D
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT E
PROJECT SCHEDULE / SCHEDULE OF PERFORMANCE
[Attached]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT E
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
With a goal to better understand the quality
and functionality of the existing
improvements, Developer will evaluate
onsite improvements to determine if
preservation is appropriate
Within 6 months of Reinstatement Date,
Developer to start engineering and testing
of existing improvements. If determined
to preserve an existing improvement and
work is required to be completed in order
to preserve an improvement, then
Developer to start the preservation work
within 6 months of determination.
12 months after preservation
work commences.
Includes Lobby, Guest Room Buildings, Spa, Within 24 months of Reinstatement 40 months after Start Date;
Wellness, Fitness, Banquet, BOH ("Back of Date;2 Completion of the Luxury Hotel
House") Commencement of the Luxury Hotel Project Component is a "Project
Project Component is a "Project Milestone"
Milestone"
Includes public golf clubhouse building, Within 24 months of Reinstatement 36 months after Start Date;
parking lot, pro shop, F&B Date;2 Completion of the Public Golf
Commencement of the Public Golf Clubhouse Project Component is
Clubhouse Project Component is a a "Project Milestone"
"Proiect Milestone"
Applicable to the first condo phase with a Within 24 months of Reinstatement Date` 30 months after Start Date
minimum of six units. Subsequent condo
building phases will commence after pre -
sale targets are met and market conditions
allow for subsequent phases.
Residential lots in Phase 1Ato include Within 24 months of Reinstatement Date` 18 months after Start Date
approximately 29 lots. To be sold as
finished lots to private buyers.
6. Phase 113 Residences
TO BE
TO BE INSERTED
698/015610-0207
22736711.1 a09/05/25 EXHIBIT E
M
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
' Definitions of "Completion Date": For the Luxury Hotel and Public Golf Clubhouse Project Components, Completion Date shall be
defined as substantially open for use by hotel guests and public golf clubhouse guests. "Substantially open" shall mean: (a) City issuance
of a final Certificate of Occupancy, or temporary Certificate of Occupancy with only "punch list' items remaining to obtain a final
Certificate of Occupancy, and (b) regular operations are in place to market to and receive payments from guests, or if there is a "soft
opening," regular operations are anticipated to commence for marketing and receiving payments within three (3) to six (6) months of the
purported "soft opening" date. For the Condos (Phase 1A Luxury Branded Condominiums Project Component), Completion Date shall be
defined as the City issuance of a Temporary Certificate of Occupancy for the first condo unit. Subsequent Condo phases will be
completed after pre -sale targets are met and market conditions allow for subsequent phases. For the Phase 1A Residential Lots (Phase
1A Luxury Branded Residences Project Component), Completion Date shall be defined as certified lots (legal lot, graded, utilities brought
to lot line) for the first condo phase, provided Developer and Permitted Hotel Operator have binding agreement in place for the completion
of construction of Luxury Hotel -affiliated single family residences for all Lots in Planning Area 2. For the Phase 1B Residential Lots (Phase
1B Luxury Residential Project Component), all subsequent phases will be completed after pre -sale targets are met and market conditions
allow for subsequent phases.
2 ,Reinstatement Date" for purposes of this Schedule of Performance only is defined as the later of (i) the Development Agreement
Reinstatement Date as defined in Section 1.3 of the Reinstated Development Agreement, and (ii) the running of the statute of limitations
and referendum petition deadlines to challenge the adoption of the Reinstated Development Agreement with no legal challenges or
petition having been filed or submitted, or if filed or submitted, successfully resolved to the satisfaction of Developer and City.
Note: If Developer provides evidence reasonably satisfactory to the City that then existing market conditions do not allow for the
development on economically feasible terms and orderly absorption of such product type to the point of completion as specified above,
then such period shall be extended for up to five 1-year periods, subject to the prior written approval of the City Manager with reasonable
discretion exercised for a determination that is consistent with completion of construction for all of Phase 1 Property by the outside
Completion Date (above). The extension(s) set forth in this NOTE shall not be applicable to or available for the Luxury Hotel and Public
Golf Clubhouse Project Components.
[End of Schedule of Performance]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT E
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT F
PRE -BANKRUPTCY SUBDIVISION MAPS AND PERMITS
The below -listed Project Site Development Permits (as defined in this Agreement) were
approved before the Bankruptcy Lawsuit was filed and shall be deemed to remain valid,
to the extent any Scope of Work by Developer for Developer's Project may be facilitated
by the below -listed permits.
PARCEL AND TRACT MAPS
NUMBER
RESOLUTION
DESCRIPTION
LOCATION
APPLICANT
PM 33367
2007-113
Conditional Final
Generally
City of La Quinta
Parcel Map
located south
Redevelopment
Approval & Time
of Avenue
Agency
Ext
52, east of
Coral Reef
Mountains,
west of
Jefferson
Street, north
of Avenue 54
Conditional Final
SWC of
Parcel Map
Jefferson
SilverRock
PM 37207
2017-012
Approval -
Street and
Development
Recorded
Avenue 52
Company, LLC
05/03/2017
Approving
PC 2020-011
Tentative Tract
*Approved
Map TTM2020-
TTM2020-
9/14/2021
0006 (TTM 37929)
Former
SilverRock
0006
*Expiration
Map for 10
Planning
Development
Extension to
residential lots on
Area 10A-1
Company, LLC
3/14/2026 (AB
18.37 acres (former
2729 (2024))
Lifestyle bungalow
residences
Approval of final
tract map and
CC 2021-012
subdivision
Planning
TR 37730
*Conditionally
improvement
Area 2;
SilverRock Phase
Approved
agreement for TR
Luxury
I, LLC
4/20/2021
37730; authorizing
Residences
a time extension for
completion
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
Approval of final
Former (and
CC 2021-021
tract map and
current)
TR 37730
*Approved
subdivision
Planning
SilverRock Phase
6/15/2021
improvement
Area 2;
I, LLC
agreement for TR
Luxury
37730
Residences
LOT -LINE ADJUSTMENTS
LLA NUMBER
RECORDING INFORMATION
LLA No.
2020-0005
Evidenced by Grant Deed, Recorded Sept. 2, 2021, Document No.
2021-0527060 of the Official Records in Riverside County, CA
LLA No.
2020-0007
Evidenced by Grant Deed, Recorded Aug. 20, 2021, Document No.
2021-0500015 of the Official Records in Riverside County, CA
LLA No.
2020-0010
Evidenced by Grant Deed, Recorded July 16, 2021, Document No.
2021-0428113 of the Official Records in Riverside County, CA
LLA No.
2023-0003
Evidenced by Grant Deed, Recorded May 4, 2023, Document No.
2023-0128115 of the Official Records in Riverside County, CA
LLA NUMBER
DESCRIPTION
PARCEL OR TRACT MAP
LLA 2016-0007
Parcels A, B & C
PM 33367
LLA 2020-0005
Parcels A, B & C
PM 37207
LLA 2020-0007
Parcel A
PM 37207
LLA 2020-0007
Parcel D
PM 37207
LLA 2020-0007
Parcels B & C
PM 37207
LLA 2020-0010
Parcel A
PM 37207
LLA 2020-0010
Parcel B
PM 37207
LLA 2020-0010
Parcel C
PM 37207
LLA 2020-0010
Parcel D
PM 37207
LLA 2023-0003
Parcel 5-A, B, C & D
PM 37207
[continues on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
SITE DEVELOPMENT PERMITS
PROJECT
RESOLUTION
DESCRIPTION
LOCATION
APPLICANT
NUMBER
SDP 2016-
PC 2016-016
SRR-Luxury Hotel,
Former
SilverRock
0005
*Approved
Spa, Residences,
Planning
Development
10/25/2016
Conference Center
Areas 2, 3, 4
Company, LLC
SRR-Luxury Hotel,
SDP 2016-
CC 2016-051
Spa, Residences,
Former
SilverRock
0005
*Approved
Conference Center,
Planning
Development
12/20/2016
Bighorn Sheep
Areas 2, 3, 4
Company, LLC
Fence
SDP 2016-
CC 2017-001
*Approved
SRR-Luxury Hotel,
Former
Planning
SilverRock
0009
Golf Course, Golf
Areas 5, 6,
Development
1/3/2017
Villas
10A-1
Company, LLC
SDP 2017-
CC 2017-056
*Approved
SRR Temp. Golf
Former
SilverRock
0013
Clubhouse
Planning Area
Development
11/7/2017
10A
Company, LLC
SRR-Luxury Hotel,
SDP 2018-
CC 2018-051
Spa, Residences,
Former
SilverRock
0010
*Approved
Conference Center
Planning
Development
10/16/2018
(SDP 2016-0005
Areas 2, 3, 4
Company, LLC
Time Ext. 1
SRR-Talus Hotel,
Former
SilverRock
SDP 2018-
CC 2018-052
Golf Course, Golf
Planning
Development
0011
Villas (SDP 2016-
Areas 5, 6,
Company, LLC
0009 Time Ext. 1
10A-1
SIGN PERMITS
PERMIT NO.
DESCRIPTION
LOCATION
APPLICANT
SilverRock Resort Semi-
Various
SA
Permanent Sign (6)
locations along
LDD SilverRock,
2007-1113
*approved 3/28/2007
Jefferson Street
LLC
and Avenue 52
[continues on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
MODIFICATION BY APPLICANT PERMITS
PERMIT NO.
DESCRIPTION
LOCATION
APPLICANT
MBA
Former Luxury Hotel & Shared
within the
SilverRock
2020-0005
Services Complex
SilverRock
Development
approved 5/7/2020
Specific Plan
Company, LLC
MBA
Former Lifestyle Hotel &
within the
SilverRock
2020-0006
Residences
SilverRock
Development
*approved 5/12/2020
Specific Plan
Company, LLC
BUILDING PERMITS AND PLANS
TYPE
SUBTYPE
PERMIT NO.
APPROVED
ISSUED
STATUS
Building
n/a
BCOM2019-
Commercial
0029
6/24/2019
6/25/2019
FINALED
BC
BC (Web)
Garage
BCOM2019-
6/19/2019
6/26/2019
ISSUED
0028
BC (Web)
Hotel/Motel
BCOM2019-
APPROVED-
H/M
0056
7/21/2021
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
7/22/2021
ISSUED
0034
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0044
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0045
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
3/16/2022
ISSUED
0046
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0047
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0048
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0049
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0050
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0051
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0052
CONDITIONS
[Building Permits and Plans continued on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
TYPE
SUBTYPE
PERMIT NO.
APPROVED
ISSUED
STATUS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0053
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0054
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0055
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
APPROVED-
0056
CONDITIONS
BC (Web)
H/M
BCOM2021-
7/21/2021
6/3/2022
ISSUED
0057
BC (Web)
H/M
BCOM2021-
7/21/2021
6/3/2022
ISSUED
0058
BC (Web)
H/M
BCOM2021-
7/21/2021
5/31/2022
ISSUED
0059
BC (Web)
H/M
BCOM2021-
7/21/2021
5/31/2022
ISSUED
0060
BC (Web)
H/M
BCOM2021-
7/21/2021
3/16/2022
ISSUED
0061
BC (Web)
H/M
BCOM2021-
7/21/2021
3/16/2022
ISSUED
0062
BC (Web)
H/M
BCOM2021-
7/21/2021
3/16/2022
ISSUED
0063
BC (Web)
H/M
BCOM2021-
7/21/2021
3/16/2022
ISSUED
0064
BC (Web)
H/M
BCOM2021-
7/21/2021
3/16/2022
ISSUED
0065
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0066
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0067
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0068
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0069
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0070
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0071
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0072
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0073
[Building Permits and Plans continued on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
TYPE
SUBTYPE
PERMIT
APPROVED
ISSUED
STATUS
NO.
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0074
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0075
BC (Web)
H/M
BCOM2021-
7/21/2021
10/22/2021
ISSUED
0076
BC (Web)
Other Non-
Residential
BCOM2019-
10/4/2021
10/4/2021
ISSUED
0070
Other N-R
BC (Web)
Other N-R
BCOM2019-
EXPIRED
0072
BC (Web)
Other N-R
BCOM2021-
7/21/2021
7/22/2021
ISSUED
0035
BC (Web)
Other N-R
BCOM2021-
7/21/2021
7/22/2021
ISSUED
0036
BC (Web)
Other N-R
BCOM2021-
10/14/2021
10/14/2021
ISSUED
0092
BC (Web)
Other N-R
BCOM2021-
10/14/2021
10/14/2021
ISSUED
0093
BC (Web)
Other N-R
BCOM2021-
10/14/2021
10/14/2021
ISSUED
0094
BC (Web)
STORES/
CUSTOMER
21-
7/21/2021
7/22/2021
ISSUED
037
037
0037
SERVICE
BUILDING
CONSTRUCTION
OTHER
BCPR2019-
7/6/2020
10/25/2021
APPROVED -
PLAN REVIEW
CONSTRUCTION
0004
CONDITIONS
BCPR WEB
BCPR (WEB)
OTHER
BCPR2019-
7/21/2021
10/25/2021
APPROVED -
CONSTRUCTION
0006
CONDITIONS
BCPR (WEB)
OTHER
BCPR2019-
4/17/2020
EXPIRED
CONSTRUCTION
0012
BCPR (WEB)
TRACT
BCPR2019-
6/24/2021
12/31/2022
EXPIRED
RESIDENTIAL
0003
BCPR (WEB)
TRACT
BCPR2019-
EXPIRED
RESIDENTIAL
0011
BCPR (WEB)
TRACT
BCPR2019-
EXPIRED
RESIDENTIAL
0013
BCPR (WEB)
TRACT
BCPR2022-
REVISIONS
RESIDENTIAL
0012
REQUESTED
[Building Permits and Plans continued on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
TYPE
SUBTYPE
PERMIT
APPROVED
ISSUED
STATUS
NO.
BUILDING
UNDER
PERMIT
BCOM2022-
REVIEW
APPLICATION -
NEW BUILDING
0029
n/a
n/a
(applied on
COMMERCIAL
5/25/2022)
WEB
BUILDING
DWELLING -
RESIDENTIAL
SINGLE FAMILY
BRES2021-
6/24/2021
6/24/2021
ISSUED
(BR) (WEB)
DETACHED
0312
D-SFD
BR (Web)
D-SFD
BRES2021-
6/24/2021
6/24/2021
ISSUED
0313
BR (Web)
D-SFD
BRES2021-
6/24/2021
6/24/2021
ISSUED
0314
BR (Web)
D-SFD
BRES2021-
EXPIRED
0529
BR (Web)
D-SFD
BRES2021-
11/22/2021
11/22/2021
ISSUED
0530
BR (Web)
D-SFD
BRES2021-
11/22/2021
11/22/2021
ISSUED
0531
BR (Web)
D-SFD
BRES2021-
11/22/2021
11/22/2021
ISSUED
0532
BR (Web)
D-SFD
BRES2021-
11/22/2021
11/22/2021
ISSUED
0533
BR (Web)
D-SFD
BRES2021-
11/22/2021
11/22/2021
ISSUED
0534
ELECTRICAL
BELC2019-
6/10/2019
6/10/2019
EXPIRED
0066
ELECTRICAL
BELC2019-
3/21/2019
3/21/2019
FINALED
WEB
0015
ELECTRICAL
BELC2021-
EXPIRED
WEB
0101
ELECTRICAL
BELC2021-
9/20/2021
9/20/2021
ISSUED
WEB
0114
ELECTRICAL
BELC2021-
EXPIRED
WEB
0136
ELECTRICAL
BELC2021-
EXPIRED
WEB
0139
UNDER
ELECTRICAL
BELC2022-
REVIEW
(WEB)
0117
(applied on
7/6/2022
[Building Permits and Plans continued on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
TYPE
SUBTYPE
PERMIT
APPROVED
ISSUED
STATUS
NO.
PLUMBING -
WATER HEATER
BPLB2019-
EXPIRED
CHANGEOUT
0086
WEB
PLUMBING
BPLB2019-
WEB
0075
5/22/2019
5/23/2019
FINALED
PLUMBING
BPLB2022-
UNDER
(WEB)
0079
REVIEW
PLUMBING
BPLB2022-
UNDER
(WEB)
0080
REVIEW
POOL
BPOL2022-
CONSTRUCTION
PRIVATE
2/27/2022
3/3/2022
ISSUED
0045
WEB
POOL
BPOL2022-
CONSTRUCTION
PRIVATE
2/27/2022
3/3/2022
ISSUED
(WEB)
0046
POOL
CONSTRUCTION
PRIVATE
BPOL2022-
2/27/2022
3/3/2022
ISSUED
WEB
0047
POOL
CONSTRUCTION
PUBLIC
BPOL2020-
10/8/2020
10/8/2021
ISSUED
WEB
0120
POOL
BPOL2020-
CONSTRUCTION
PUBLIC
10/8/2020
EXPIRED
WEB
0121
POOL
BPOL2020-
CONSTRUCTION
PUBLIC
10/8/2020
8/18/2021
ISSUED
0123
WEB
POOL
BPOL2020-
CONSTRUCTION
PUBLIC
0162
1/26/2021
12/22/2021
ISSUED
(WEB)
POOL
BPOL2020-
CONSTRUCTION
PUBLIC
EXPIRED
WEB
0221
POOL
CONSTRUCTION
WATER
BPOL2020-
10/8/2020
10/14/2021
ISSUED
WEB
FEATURE
0122
SIGN PERMIT
SA2021-
11/18/2021
11/19/2021
FINALED
WEB
0036
STRUCTURE
BOTH2O22-
OTHER THAN
2/14/2022
2/16/2022
ISSUED
BUILDING (WEB)
0001
TEMPORARY
BTTR2022-
TRAILER
0001
ON HOLD
[Building Permits and Plans continued on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
TYPE
SUBTYPE
PERMIT
APPROVED
ISSUED
STATUS
NO.
WALL/FENCE
SPECIAL/ENGINEERED
BWFE2022-
3/1/2022
3/2/2022
ISSUED
WEB
DESIGN
0014
WALL/FENCE
SPECIAL/ENGINEERED
BWFE2022-
3/10/2022
3/24/2022
ISSUED
WEB
DESIGN
0020
WALL/FENCE
SPECIAL/ENGINEERED
BWFE2022-
3/10/2022
3/24/2022
ISSUED
WEB
DESIGN
0021
WALL/FENCE
SPECIAL/ENGINEERED
BWFE2022-
3/10/2022
3/24/2022
ISSUED
WEB
DESIGN
0096
WALL/FENCE
SPECIAL/ENGINEERED
BWFE2022-
3/3/2022
3/24/2022
ISSUED
WEB
DESIGN
0098
WALL/FENCE
SPECIAL/ENGINEERED
BWFE2022-
5/13/2022
5/13/2022
ISSUED
WEB
DESIGN
0132
[End of Building Permits and Plans]
ADDITIONAL SILVERROCK APPROVALS AND PLANS
Additional Prior Project Approvals are available at the following Weblink on the City's
Website (collectively, the "Additional Prior Project Approvals"):
https://laglaserweb.laguintaca.gov/WebLink/Browse.aspx?id=599873&dbid=1 &repo=Cit
yofLaQuinta
The Additional Prior Project Approvals are categorized by type according to the
followina folders:
Building Permits
Building Plans
J Engineering Permits
J Engineering Plans
Environmental Approvals
Fire Permits
Land Actions & Lot Line Ad)ustments
Planning Approvals & Entitlement
To the extent any of the previously issued Additional Prior Project Approvals have not
expired or would have expired after August 5, 2024, the date when the Bankruptcy
Lawsuit was filed, those Additional Prior Project Approvals shall remain issued and not
expired.
Furthermore, for any previously issued Additional Prior Project Approvals that have
expired, Developer may apply for reinstatement and reissuance pursuant to any
applicable provisions in the La Quinta Municipal Code. Any and all such applications for
reinstatement and reissuance of an expired Additional Prior Project Approval shall
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
expressly reference this Reinstated Development Agreement and expressly describe in
sufficient detail the portion of the Project for which reinstated and reissued approval would
be used.
*NOTE: Some of the Pre -Bankruptcy Subdivision Maps and Permits, listed above, are
also including in the folder of the Additional Prior Project Approvals.
[End of Exhibit F]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT F
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT G
FORM OF CERTIFICATE OF COMPLETION
[Attached]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT G
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Citv Clerk
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code §6103
and §27383)
CERTIFICATE OF COMPLETION
THIS CERTIFICATE OF COMPLETION (the "Certificate") is made by the CITY OF
LA QUINTA, a California municipal corporation and charter city (the "City"), in favor of
, a and affiliate of Turnbridge Equities (the
"Developer"), and dated as of
RECITALS
A. City and Developer have entered into that certain Reinstated and Amended
Development Agreement (the "Reinstated Development Agreement") dated
, 2025, and recorded as Document No. in the Official
Records of Riverside County, California, concerning the development of certain real
property situated in the City of La Quinta, California, a portion of which is more fully
described in Exhibit "A" attached hereto and made a part hereof (the "Property"). [NOTE:
the "Property" shall be only the portion of the real property tied to the applicable
Project Component (as defined in the Reinstated Development Agreement) subject
to this Certificate.]
B. As referenced in Section 1.1 [Definitions] and Section 3.4 of the Reinstated
Development Agreement (among other sections), upon Developer's request, City is
required to furnish Developer or its successor -in -interest with a Certificate of Completion
upon Developer's completion of construction of the following Project Component as
defined in the Reinstated Development Agreement:
("Applicable Project Component") [Insert applicable Project Component, as that term
is described in the Reinstated Development Agreement]
C. Also pursuant to the Reinstated Development Agreement, a Certificate of
Completion is required to be in such form as to permit it to be recorded in the Recorder's
Office of Riverside County, California. Upon full execution, notarizing, and recording, this
Certificate is conclusive determination of satisfactory completion of the construction and
development required by the Reinstated Development Agreement for the Applicable
Project Component cited herein.
698/015610-0207
22736711.1 a09/05/25 EXHIBIT G
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
D. The City has conclusively determined that such construction and development of
the Applicable Project Component on the Property cited herein has been satisfactorily
completed.
E. Except as otherwise defined in this Certificate, capitalized words shall have the
same meaning ascribed to them in the Reinstated Development Agreement.
NOW, THEREFORE, based on the Recitals above, which are a substantive party
of this Certificate, the City hereby certifies as follows:
1. The Applicable Project Component cited herein that is to be constructed by
Developer has been fully and satisfactorily completed in conformance with the Reinstated
Development Agreement. Any operating requirements and all use, maintenance or
nondiscrimination covenants contained in the Reinstated Development Agreement, and
other documents executed and recorded pursuant to the Reinstated Development
Agreement shall remain in effect and enforceable according to their terms and conditions.
2. This Certificate does not constitute evidence of compliance with or
satisfaction of any obligation of Developer to any holder of a mortgage or any insurer of
a mortgage security money loaned to finance the work of construction if improvements
and development of the Property, or any part hereof.
3. This Certificate does not denote completion of any work required to be
completed, other than on the Property for the Applicable Project Component.
4. This Certificate is not a notice of completion as referred to in Sections 8186
or 9204 of the California Civil Code.
5. Nothing contained in this instrument shall modify in any other way any other
provisions of the Reinstated Development Agreement.
[signatures on next page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT G
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
IN WITNESS WHEREOF, the City has executed this Release as of the date set
forth above:
"DEVELOPER"
LLC, a
limited liability company and affiliate of
Turnbridge Equities
By:
Its:
Date: 120 By:
Its:
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
Date: , 20 By:
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
City Attorney
698/015610-0207
22736711.1 a09/05/25 EXHIBIT G
lcco.
SiltrtRaY Hael
ownu LLC (DE)
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT H
Developer Entities Organizational Chart
t)1 'hal,
zlHltatrd
T:c sk^.r3.•r
1 qu:arc
-.:robrl:r APE iDE!
PotnCil Ecu:':
P.unKr
n•Entm (DE)
I om.
Patin[ Emtn' (DE-)
loco.
SilrerRock lA Rest
Oum IlC' (DEI
1 OU.
SthxrRak IB Rest
Ihiva LLC (DE)
rSub!ect 101e1tructurWg dependtnc on 13X m:+11en'MW parWenlup C0111p0uU011
698/015610-0207
22736711.1 a09/05/25 EXHIBIT H
t000.I
W,a flt" IA Coed*
owes uc IDEI
100'.
SihrrRo3 Goff
Cle6lntw Owner
LLC (DE)
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT I
POST -BANKRUPTCY SALE PERMITTING PROCESSES
With the adoption of the Ordinance enacting this Reinstated Development Agreement,
the permitting processes listed below shall be and herby are modified. Upon a complete
application being filed by Developer (or Developer's authorized representative pursuant
to the La Quinta Municipal Code in effect at the time of filing of said application) with the
City, with City retaining all authorization to review and determine an application's
completeness in accordance with the La Quinta Municipal Code (and, if applicable, state
law), then the following permitting processes shall apply-
1 . Notwithstanding the provisions in La Quinta Municipal Code, Sections 9.200.020
[and Table 9-23 therein], 9.210.010(D), and 9.210.020(D) to the contrary,
Developer may request as part of an application that the Director of the City's
Design and Development Department ("Director") will be the "decision making
authority" for any Site Development Permit (SDP) and/or Conditional Use Permit
(CUP) that may be necessary or proper for Developer's work in connection with
the assessment and preservation of EXISTING IMPROVEMENTS as described in
the Schedule of Performance, Item #1 [Existing Improvements]. If the Director is
the "decision making authority" for a SDP and/or CUP pursuant to this
Paragraph 1, no public hearing shall be required and a decision may be issued
Administratively by the Director, subject to the inclusion of any and all provisions
in the La Quinta Municipal Code required for issuance of a decision on a SDP
and/or CUP (such as conditions of approval); provided, however, the Director shall
retain the discretion to notice and hold a public hearing, based on the scope of
anticipated work set forth in an application for a SPD and/or CUP, with said public
hearing to be held before the Director. It is the expressed intent of the City Council
with the modifications for permitting set forth in this Paragraph 1 to expedite review
and approval of SDPs and CUPs necessary or proper for Developer to evaluate
the partially constructed onsite improvement to determine if preservation is
appropriate, and to facilitate said preservation, and, where preservation may not
be feasible or is not pursuant to the Scope of Work, to facilitate removal or
relocation of partially constructed onsite improvements. Nothing in this
Paragraph 1 does or may be construed to lessen or modify any requirements
under state law for the issuance of any demolition permit, or similar permit that
may be required along with a SDP and/or CUP under the La Quinta Municipal
Code.
2. Notwithstanding the provisions in La Quinta Municipal Code Sections 9.200.110
[introductory paragraph], 9.210.010(F), and 9.210.020(G) to the contrary, the
"board of appeals" for any appeal taken of a decision issued by the Director
pursuant to Paragraph 1 (above) shall be the City Council. All other provisions
Orelating to administrative appeals in Sections 9.200.110, 9.210.010, and
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9.210.020, including the appeal procedure and time limits for filing an appeal, shall
apply.
3. Solely for the purposes of changing the street names from the names adopted on
July 19, 2022, by Case No. SNC 2022-0002, City Council Reso. No. 2022-026 and
modifying Parcel Map 37207 [changing from "Ahmanson Lane" to "Painted Peak
Lane" and from "SilverRock Way" to "Talus Way"], Developer may request by
submitting an application to the City Manager that the Director initiate a street
name change for said streets. If so applied for by Developer, then, notwithstanding
any other parts of the La Quinta Municipal Code to the contrary (including
Chapter 14.08 and, specifically, Section 14.08.110), the Director may, for any
reason it deems in the public interest and necessity, recommend directly to the
City Council that those street names be changed. The recommendation may be
made without complying with the requirements of La Quinta Municipal Code
Sections 14.08.020 through 14.08.080, and the recommendation shall be in the
form of an Administrative Request directed to the City Council. Thereafter the City
Council shall take such action as it deems appropriate at a public hearing for the
purpose thereof. Notice of the public hearing for the City Council's consideration
of the Director's Administrative Request shall be provided by at least one (1)
publication in a newspaper of general circulation within the City at least ten (10)
days prior to the hearing date. The action taken by the City Council shall be
adopted by Resolution.
4. Notwithstanding La Quinta Municipal Code Section 9.250.020(C)(13)(a), the City
Manager, City Attorney, or City Clerk may authorize the recording of this
Reinstated Development Agreement to occur concurrently with the closing of the
escrow for the Developer's acquisition from Debtors (SDC) of the Phase 1
Property. Furthermore, and notwithstanding La Quinta Municipal Code Section
9.250.020(C)(13)(a), the City Manager, City Attorney, or City Clerk may authorize
the recording of this Reinstated Development Agreement against the City -Owned
Ahmanson Ranch Property and City -Owned Golf Course Property to occur
concurrently with the closing of the escrow for the Developer's acquisition from
Debtors (SDC) of the Phase 1 Property. Furthermore, and notwithstanding La
Quinta Municipal Code Section 9.250.020(C)(13)(a), the City Manager, City
Attorney, or City Clerk may authorize the recording of this Reinstated Development
Agreement to occur concurrently with the closing of the escrow for Developer's
purchase from City of an option to potentially purchase the City -Owned Option
Property (Phase 2 Property) in accordance with the Option Agreement (as
referenced in Recital F of the Reinstated Development Agreement).
[End of Exhibit 1]
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EXHIBIT J
REINSTATED AND AMENDED COVENANT AFFECTING REAL PROPERTY
HMANSON RANCH HOUSE
[Attached]
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
Space Above This Line for Recorder's Use
(Exempt from Recording Fee per Gov't Code §6103
and §27383)
REINSTATED AND AMENDED
COVENANT AFFECTING REAL PROPERTY
(AHMANSON RANCH HOUSE)
BY AND BETWEEN
THE
CITY OF LA QUINTA
AND
TBE RE ACQUISITION CO II LLC
AN AFFILIATE OF
TURNBRIDGE EQUITIES
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TABLE OF CONTENTS
Page
1. GENERAL PROVISIONS............................................................................................. 8
1.1 Definitions................................................................................................8
1.2 Effective Date..........................................................................................9
1.3 Amendment or Cancellation by Mutual Consent....................................10
1.4 Covenants Run With the Land; Expressed Condition of Ahmanson
Ranch House Use in Grant Deeds and Other Similar Instruments;
Rights of Reverter or Re -Entry ...............................................................10
1.5 Recording and Priority of Covenant.......................................................11
1.6 Covenant Parcels Free of Mechanic's Liens..........................................12
2. AUTHORIZED USES OF AHMANSON RANCH HOUSE ........................................... 12
2.1 Ahmanson Ranch Property....................................................................12
2.2 Ahmanson Ranch House Access/Operations Parcels ...........................12
2.3 Dedications and Improvements.............................................................13
3. PRESERVATION OF HISTORICAL RESOURCE...................................................... 13
3.1 Conveyance of Ahmanson Ranch House and Improvements................13
3.2 Collection and Receipt of Charges; Allowance for Third -Party
Operator.................................................................................................13
3.3 City Council Approvals to Preserve Historic Resource and
Aesthetics..............................................................................................14
4. DEFAULT AND REMEDIES.......................................................................................14
4.1 City Rights.............................................................................................14
4.2 Notice and Cure of Default.....................................................................14
5. MISCELLANEOUS.....................................................................................................14
5.1
Notices, Demands and Communications Between the Parties..............14
5.2
Force Majeure........................................................................................15
5.3
Binding Effect.........................................................................................16
5.4
Non -liability of City Officers and Employees..........................................16
5.5
Covenant Against Discrimination...........................................................16
5.6
Attorney's Fees and Costs for Prevailing Party......................................16
5.7
Severability............................................................................................17
5.8
Time.......................................................................................................17
5.9
Recitals & Exhibits Incorporated............................................................17
5.10
Authority to Execute; Representations and Warranties .........................17
5.11
City Approvals and Actions....................................................................17
5.12
Governing Law.......................................................................................18
5.13
Termination of Original Covenant..........................................................18
5.14
Counterpart Signature Pages................................................................18
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REINSTATED AND AMENDED
COVENANT AFFECTING REAL PROPERTY
(AHMANSON RANCH HOUSE)
This REINSTATED AND AMENDED COVENANT AFFECTING REAL
PROPERTY (AHMANSON RANCH HOUSE) (the "Ahmanson Ranch Covenant") is
entered into as of the day of , 2025 (the "Ahmanson Ranch
Covenant Effective Date"), by and between the CITY OF LA QUINTA, a California
municipal corporation and charter city ("City"), and TBE RE Acquisition Co II LLC, a
Delaware limited liability company and affiliate of Turnbridge Equities ("Developer"), with
reference to the following:
RECITALS:
A. As of the Ahmanson Ranch Covenant Effective Date, Developer has a legal
or equitable interest in fee title to that certain real property and improvements thereon
comprised of a flagship luxury hotel and related ancillary uses that include (but are not
limited to) a spa and fitness area, restaurants, conference and banquet facilities, pool and
recreational facilities, and "back -of -house" facility area that are part of the "Luxury Hotel
Project Component" as defined in the Reinstated Development Agreement (defined
below), and more particularly described in the legal description attached hereto as
Exhibit A and incorporated herein by this reference (the "Luxury Hotel Property"). The
Luxury Hotel Property is a portion of real property and improvements thereon referred to
as the "Phase 1A Property" as defined in the Reinstated Development Agreement
(defined below) to which Developer also has a legal or equitable interest in fee title as of
the Ahmanson Ranch Covenant Effective Date. [NOTE: ONLY THE PARCELS WITH
THE LUXURY HOTEL ARE THE LEGAL DESCRIPTIONS TO BE ATTACHED AS
EXHIBITS, AND NOT THE ENTIRETY OF THE PHASE 1A PROPERTY]
B. As of the Ahmanson Ranch Covenant Effective Date, City owns all of the
fee title to that certain real property and improvements thereon comprised of: (i) the
Arnold Palmer Classic Golf Course, commonly known as the SilverRock Golf Course,
more particularly described in Exhibit A-1 attached hereto and incorporated herein by this
reference (the "Golf Course"), and (ii) the Ahmanson Ranch House that used as an
events building and ancillary facility for the Golf Course, consisting of approximately 0.6+/-
acres and more particularly described in Exhibit A-2 attached hereto and incorporated
herein by this reference (the "City -Owned Ahmanson Ranch Property"). The City -
Owned Ahmanson Ranch Property includes easement rights over parcels for access to
the Ahmanson Ranch House (the "Ahmanson Ranch House Access/Operations
Property.") The Luxury Hotel Property, Golf Course and City -Owned Ahmanson Ranch
Property are referred to herein as the "Ahmanson Ranch Covenant Properties."
[NOTE: ONLY THE GOLF COURSE, NOT ALL OF THE "CITY -OWNED GOLF COURSE
PROPERTY" IS ATTACHED HERE BECAUSE AHMANSON RANCH DOES NOT
SERVE CLUBHOUSE OR COURSE MAINTENANCE PARCELS]
C. On , 2025, the La Quinta City Council adopted
Ordinance No. , approving pursuant to applicable State and City laws that certain
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Reinstated and Amended Development Agreement, with reference date ,
2025, between City and Developer (the "Reinstated Development Agreement").
Among other terms and conditions, the Reinstated Development Agreement vests
development and use rights to Developer, prescribes rights and obligations of Developer
for the resumption and completion of construction, and the continuous operation and use,
of specified "Project Components" that include, among others, a luxury hotel with related
ancillary amenities and luxury single-family detached and condominium residential
dwellings available for use as short-term vacation rentals, as more particularly set forth
therein. The Reinstated Development Agreement governs Developer's development and
use rights and obligations for the Phase 1 Property. The Reinstated Development
Agreement was recorded in the Recorder's Office of or about even date as this Ahmanson
Ranch Covenant, with said Reinstated Development Agreement to remain with priority
over this Ahmanson Ranch Covenant.
D. Prior to City and Developer entering into this Ahmanson Ranch Houses
Covenant (among other agreements and instruments), the following relevant history is
hereby recited:
1. Except for portions of land previously transferred to SilverRock
Development Company, LLC, a Delaware limited liability company (or one of its affiliated
companies, which are referred to herein collectively as "SDC" or "Debtor(s)")2 as
explained below in the next Recital Subparagraph, City owns fee title to that certain real
property of approximately 525 acres located at the southwest intersection of Jefferson
Street and Avenue 52, in the City of La Quinta, California, generally referred to as the
"SilverRock Resort Area", which is depicted in the Site Maps (defined below) and
subject to a Specific Plan adopted by the La Quinta City Council and enforceable as a
land use governing document pursuant to the Planning and Zoning Law, California
Government Code section 65000 et seq. (the "SilverRock Specific Plan");
2. On or about November 19, 2014, City and SDC entered into that
certain Purchase, Sale, and Development Agreement (the "Original SDC PSDA"),
pursuant to which, among other terms and conditions, City agreed to sell to SDC and
SDC agreed to purchase from City specified parcels and planning areas (PAs) to
thereafter construct, complete, and operate thereon a commercial project containing a
luxury resort hotel and spa and associated branded luxury residential units, a lifestyle
hotel and associated lifestyle branded residential units, a conference and shared service
facility, a temporary and permanent clubhouse for the SilverRock Resort's Arnold Palmer
2 Debtors were SilverRock Development Company, LLC and affiliated entities that, on August
5, 2024, filed for voluntary bankruptcy protection under chapter 11 of the U.S. Bankruptcy Code,
with case number(s) identified in the Title of this Agreement along with the last four digits of each
Debtor's federal tax identification number, as applicable, are: SilverRock Development Company,
LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721),
SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock
Phase I, LLC (2247) (collectively, referred to herein as the "Bankruptcy Lawsuit" in the
"Bankruptcy Court").
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Classic Golf Course, a mixed use village, a resort residential village, and associated
amenities, all as further described in the Original SDC PSDA and referred to as various
project components, as more particularly described therein. Concurrent with the Original
SDC PSDA, on or about November 19, 2014, City and SDC entered into Development
Agreement 2014-1001 (the "Original SDC Development Agreement") pursuant to the
Development Agreement Law, which agreement, among other terms and conditions,
required SDC to develop the planning areas and project components in accordance with
the SDC PSDA, vested with SDC specified development obligations, memorialized the
potential for the future acquisition of additional City -owned property in the SilverRock
Resort Area as incorporated vis-a-vis the SDC PSDA, and subjected SDC to City's rights
and oversight for those portions of the SilverRock Resort Area to be conveyed to SDC.
After entering into the Original SDC PSDA and Original SDC Development Agreement,
the following relevant events, very briefly summarized, occurred:
i. Pursuant to the Original SDC PSDA, City and SDC had the
authority to amend by mutual agreement of the parties. Between October 29, 2015, and
November 16, 2023, City and SDC entered into five amendments thereto, dated October
29, 2015 ("First Amendment"), April 18, 2017 ("Second Amendment"), November 28,
2018 ("Third Amendment"), October 12, 2021 ("Fourth Amendment"), and November
16, 2023 ("Fifth Amendment," and the Original SDC PSDA as amended by all five
amendments is referred to herein as the "SDC PSDA");
ii. Pursuant to the SDC PSDA and consistent with boundaries
established by applicable subdivision maps and lot line adjustments, City conveyed to
SDC the Property for the pre -development, development, operation, and use of a project
that was eventually re -named "Talus" and consisted of the following project components
(all as defined in the SDC PSDA): Luxury Hotel, Luxury Branded Residential
Development, Lifestyle Hotel, Lifestyle Branded Residential Development, Conference
and Shared Services Facility (including spa and other amenities), Permanent Golf
Clubhouse, Promenade Mixed -Use Village/Resort Residential Village (on Planning Areas
7,8,9), as well as a specified Golf Course Realignment and corresponding Master Site
Infrastructure Improvements (MSII). These project components on the Property, pursuant
to the SDC PSDA, were divided into Phase 1A project components on the Phase 1A
Property and the Phase 1 B project components on the Phase 1 B Property respectively,
as described in the SDC PSDA;
iii. Pursuant to the Third and Fourth Amendments to the SDC
PSDA, SDC commenced pre -development and development on the Property for the
Phase 1A project components, which as of the Reference Date of this Agreement, in
various degrees, were partially constructed after SDC failed to continue to make
payments to various contractors, subcontractors, and other interested parties in the
development of the Talus project. Multiple lawsuits, including lawsuits seeking payments
pursuant to mechanic's lien or various loan or investment agreements, and a City lawsuit
against SDC for unlawful and unapproved conveyances in secured interests or
mechanic's liens, were filed against SDC;
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iv. Pursuant to the requirements of the SDC PSDA, the City and
SDC entered into a "Covenant Affecting Real Property (Ahmanson Ranch House) By And
Between The City Of La Quinta and SilverRock Development Company, LLC" (Riverside
County Recorder No. 2017-0189769), which was recorded on May 11, 2017 (the
"Original Covenant");
v. On August 5, 2024, SDC (Debtors) filed the Bankruptcy
Lawsuit, and, pursuant to Bankruptcy Court -approved Bid Procedures, Debtors retained
a Chief Restructuring Officer (Douglas Wilson Companies) and marketing professional
(JLL) for the purposes of, among other items, marketing the sale of the Debtors estate
(which and is primarily comprised of the Property) and soliciting proposals for the: (a)
acquisition of the Debtors estate, (b) use, re -use, and/or substitution of the partially
constructed improvements on the Property, (c) potential replacement project for a world -
class hotel and residential destination resort with related amenities on the Property that
complement the existing Arnold Palmer Classic Golf Course surrounding the Property
and real property owned by the City (defined below as the City -Owned Option Property),
and (d) possible acquisition in the future of the City -Owned Option Property (defined
below) in the SilverRock Resort Area (previously referred to as the Future Option Property
in the SDC PSDA and generally referred to in the Bankruptcy Lawsuit and marketing
materials as the "Phase 2 Property") for possible future development that would also
complement a world -class hotel and residential destination resort;
3. Pursuant to Bankruptcy Court order [Bankruptcy Lawsuit Docket
No. ], among other provisions: (i) Developer was authorized to purchase the
Property, (ii) the Original SDC Development Agreement was required to be reinstated and
amended and memorialized by the Reinstated Development Agreement, and (iii) An
escrow to facilitated the purchase and sale of the Debtors' estate (which includes the
Property) was authorized, which, among other terms and conditions, included the transfer
of funds and recording of documents (such as the Reinstated Development Agreement).
E. Developer submitted a proposal in response to the marketing materials,
and, pursuant to the Bankruptcy Court -approved Bid Procedures, Debtors and City
approved Developer's proposal, which, among other terms and conditions, included a
modified "Project" (as more particularly defined and memorialized in the Reinstated
Development Agreement) on the Phase 1 Property as well as possible acquisition in the
future of the City -Owned Option Property (also referred to therein as the Phase 2
Property) for possible future development that would also complement a world -class hotel
and residential destination resort, all as more particularly set forth in the Reinstated
Development Agreement.
F. The Reinstated Development Agreement and Specific Plan, among other
land use governing documents, permits, and entitlements, are centered around the
existing use and enjoyment, by residents, guests of the City, and members of the public,
of the Golf Course in the SilverRock Resort Area.
G. This Ahmanson Ranch Covenant is intended to and does bind City and any
and all successors in interest to the City -Owned Ahmanson Ranch Property (or any
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portion thereof), as more particularly set forth herein. Likewise, this Ahmanson Ranch
Covenant is intended to and does bind Developer and any and all successors in interest
to the Luxury Hotel Property (or portion thereof), as more particularly set forth herein.
H. Pursuant to and as more particularly set forth the Reinstated Development
Agreement, upon conveyance of the City -Owned Ahmanson Ranch Property from City to
Developer if Developer satisfies specified conditions in the Reinstated Development
Agreement, Developer is required, among other provisions relating to land use covenants,
to continuously operate and maintain, and have open and available for use and
enjoyment, the Golf Course and ancillary improvements and amenities, as more
particularly set forth in this Ahmanson Ranch Covenant.
I. This Covenant is being recorded to ensure that the Ahmanson Ranch
House facilities and amenities are available for use by guests of the Luxury Hotel Property
and incorporate certain complementary improvements and uses as agreed upon by City
and Developer, and to further ensure that if such improvements and uses are not
completed, that the Ahmanson Ranch House facilities and amenities are available for La
Quinta residents and members of the public visiting the Golf Course.
J. City is the owner by dedication of those certain public streets located in the
City and known as Avenue 52 and Jefferson Street. The portions of said public streets
that are adjacent to the SilverRock Resort Area, as depicted on the Parcel Map, in
addition to any and all other real property owned by the City for public use (collectively,
the "City-Benefitted Property"), is benefited by this Covenant, and serves as the
"benefited estate" for purposes of this Covenant, and the terms and conditions, as more
particularly set forth herein. Furthermore, the Ahmanson Ranch Covenant Properties are
burdened by this Ahmanson Ranch Covenant, serve as the "burdened estate" for
purposes of this Ahmanson Ranch Covenant, and are subject to its terms and conditions,
as more particularly set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, the Parties do hereby agree as follows:
12.1 Definitions. In addition to the terms that may be defined elsewhere in this
Covenant, the following terms when used in this Ahmanson Ranch Covenant shall be
defined as follows:
12.1.1 "Ahmanson Ranch Covenant" means this Reinstated and
Amended Golf Course Covenant Affecting Real Property (Ahmanson Ranch House).
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12.1.2 ""Ahmanson Ranch Covenant Properties" shall have the
meaning in Recital B of this Ahmanson Ranch Covenant.
12.1.3 "Ahmanson Ranch House" means the SilverRock Resort's
Ahmanson Ranch House and uses and all operations related thereto, in its current
location, as of the Ahmanson Ranch Covenant Effective Date, subject to the
improvements under the Project and any other reconfiguring, modification, repair,
replacement and/or uses approved by the City from time to time.
12.1.4 "Ahmanson Ranch House Access/Operations Property" shall
have the meaning in Recital B of this Ahmanson Ranch Covenant.
12.1.5 "City" means the City of La Quinta, a charter city and municipal
corporation, including each and every agency, department, board, commission, authority,
employee, and/or official acting under the authority of the City, including without limitation
the City Council and the Planning Commission.
12.1.6 "City-Benefitted Property" shall have the meaning in Recital J of
this Ahmanson Ranch Covenant.
12.1.7 "City Council" means the City Council of the City and the
legislative body of the City pursuant to California Government Code Section 65867.
12.1.8 "City Manager" means the individual duly appointed to the position
of City Manager of City, or his or her authorized designee.
12.1.9 "City -Owned Ahmanson Ranch House Property" shall have the
meaning in Recital B of this Ahmanson Ranch Covenant.
12.1.10 "Covenant" means this Ahmanson Ranch Covenant.
12.1.11 "Developer" means the Developer identified in the Preamble of this
Ahmanson Ranch Covenant.
12.1.12 "Effective Date" shall the "Ahmanson Ranch Covenant Effective
Date."
12.1.13 "Golf Course" means the SilverRock Resort's Arnold Palmer
Classic Course and all operations related thereto, in its current location, as of the Golf
Course Effective Date of this Covenant, subject to reconfiguring and realignment pursuant
to any reconfiguring approved by the City from time to time, and the real property
improved with the Golf Course as described in Recital B of this Ahmanson Ranch
Covenant.
12.1.14 "Luxury Hotel Property" shall have the meaning in Recital A of
this Ahmanson Ranch Covenant.
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12.1.15 "Parties" means collectively Developer and City, and their
respective successors and assigns. Each may be referred to in the singular as a "Party".
12.1.16 "Recorder's Office" means the Riverside County, California,
Office of Official Records.
12.1.17 "SilverRock Resort Area" has the same meaning in the
Reinstated Development Agreement and Recital C(1), which refers to the approximately
525 acres of real property located at the southwest intersection of Jefferson Street and
Avenue 52 in the City of La Quinta, California 92253, depicted in the Site Maps.
12.1.18 "Site Map(s)" means the maps of the SilverRock Resort Area,
which is attached hereto as Exhibit C and incorporated herein by this reference.]
12.1.19 "Specific Plan" means the SilverRock Resort Specific Plan,
approved by the City Council of City on July 18, 2006, as may be amended from time to
time.
12.2 Effective Date.
This Ahmanson Ranch Covenant shall be effective and of full force and effect upon
complete execution by the Parties, which shall be inserted in the preamble, and shall be
perfected as binding against any and all owners of the Ahmanson Ranch Covenant
Properties upon recording in the Recorder's Office.
12.3 Amendment or Cancellation by Mutual Consent.
Except as expressly allowed herein, this Ahmanson Ranch Covenant shall not be
amended or canceled in whole or in part without the prior written consent of the City, and,
except when the City Manager may amend this Ahmanson Ranch Covenant as expressly
allowed herein, any cancellation or amendment of this Ahmanson Ranch Covenant shall
require the approval of the City Council by not less than a majority vote of the total
membership.
12.4 Covenants Run With the Land; Expressed Condition of Ahmanson Ranch
House Use in Grant Deeds and Other Similar Instruments: Riahts of Reverter or Re-Entrv.
In any grant deed or other instrument conveying any right, title, or interest in any
or all of the Ahmanson Ranch Covenant Properties (or portion thereof) from the grantor
(including the City) to the grantee (including Developer), words shall be included in such
grant deed or other instrument signifying that such right, title, or interest, and any such
estate created by such conveyance, shall be subject to the terms and conditions of this
Ahmanson Ranch Covenant. Furthermore, such grant deed or other instrument shall
expressly condition that the City, and its heirs and assigns, shall have a right of reverter
and/or right to re-enter any or all City -Owned Ahmanson Ranch House Property upon an
uncured Developer default under this Ahmanson Ranch Covenant.
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This Ahmanson Ranch Covenant is intended to be and shall be construed as a
restrictive covenant that limits, restricts, and burdens the use of the City -Owned
Ahmanson Ranch House Property. The City, as owner in fee of the Ahmanson Ranch
House Property, hereby declares that this Ahmanson Ranch Covenant, and the
covenants, conditions, and restrictions of use on the City -Owned Ahmanson Ranch
House Property as set forth herein, is intended to and shall run with the land in perpetuity,
and each and every successor of the City that has any ownership interest or right of
ownership interest in the City -Owned Ahmanson Ranch House Property (or portions
thereof), including Developer, shall be subject to this Ahmanson Ranch Covenant, which
is intended to be and shall be construed as placing a reasonable burden on the use of
the City -Owned Ahmanson Ranch House Property, which, among other provisions, were
developed for use and enjoyment as the Ahmanson Ranch House as more particularly
described in this Ahmanson Ranch Covenant. To the maximum extent permitted by law,
this Ahmanson Ranch Covenant shall be construed as an expressed, valid, and
enforceable deed restriction, restrictive covenant, or other similarly described
encumbrance that runs with the Ahmanson Ranch Covenant Properties. This Covenant
shall be binding upon any person or entity that acquires any right, title, or interest in or to
any portion or all of the Ahmanson Ranch Covenant Properties.
Furthermore, this Ahmanson Ranch Covenant is designed to create equitable
servitudes and covenants running with the land, in accordance with the provisions of Civil
Code Section 1468. The covenants, conditions, restrictions, reservations, equitable
servitudes, liens, and charges set forth herein shall run with the Ahmanson Ranch
Covenant Properties, as the "burdened property," and shall be binding upon all persons
or entities having any right, title or interest in the Ahmanson Ranch Covenant Properties
(or portion thereof) and their heirs, successive owners and assigns, and shall be binding
upon the Developer, and its successors and assigns. Furthermore, the covenants,
conditions, restrictions, reservations, equitable servitudes, liens, and charges set forth
herein shall run with the City-Benefitted Property, as the "benefitted property," and shall
inure to the benefit of the City and its successors and assigns, and may be enforced by
the City and its successors and assigns. The Developer hereby declares its
understanding and intent that the burden of the covenants set forth herein touch and
concern the land and that the Developer's interest in the Ahmanson Ranch Covenant
Properties is rendered less valuable thereby. The Developer hereby further declares its
understanding and intent that the benefit of such covenants touch and concern the land
by enhancing and increasing the enjoyment and use of the Ahmanson Ranch Covenant
Properties and by furthering public purposes for the City.
In amplification and not in restriction of the provisions hereinabove, it is intended
and agreed that the City is deemed a beneficiary of the covenants provided herein both
for and in its own right and also for the purposes of protecting the interests of the
community. All covenants without regard to technical classification or designation shall
be binding for the benefit of the City and such covenants shall run in favor of the City,
without regard to whether the City is or remains the owner of the City-Benefitted Property
or of any land or interest therein to which such covenants relate. However, all such
covenants and restrictions shall be deemed to run in favor of all real property owned by
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the City, which real property shall be deemed the benefited property of such covenants.
The City shall have the right, in the event of any breach of this Ahmanson Ranch
Covenant, to exercise all rights and remedies, and to maintain any action at law or in
equity or other proper proceeding to enforce the curing of such breach of this Ahmanson
Ranch Covenant.
12.5 Recordina and Prioritv of Covenant.
Upon complete execution and notarizing of this Ahmanson Ranch Covenant,
Developer shall record or cause to be recorded in the Recorder's Office this Ahmanson
Ranch Covenant. The Covenant shall be recorded against each and every one of the
Ahmanson Ranch Covenant Properties and the City-Benefitted Property. This Ahmanson
Ranch Covenant shall be recorded as provided for in the Reinstated Development
Agreement, and this Ahmanson Ranch Covenant shall have priority over and shall not be
made subordinate to any mortgage, deed of trust, or other encumbrance recorded against
the Ahmanson Ranch Covenant Properties.
12.6 Covenant Parcels Free of Mechanic's Liens.
The owner of the Ahmanson Ranch Covenant Properties (or any portion thereof)
shall pay when due all claims for labor performed and materials furnished in connection
with the Ahmanson Ranch Covenant Properties during such owner(s)'s period of
ownership. No mechanics', materialmen's or other professional services liens (as
contrasted with consensual monetary liens such as construction and/or permanent
financing approved by the City and subject to this Covenant) shall be permitted against
the Ahmanson Ranch Covenant Properties (or any portion thereof) for any work done or
materials furnished in connection with the performance of any contractor or construction
work to be completed on the Ahmanson Ranch Covenant Properties; provided, however,
that the owner of the Ahmanson Ranch Covenant Properties (or portion thereof) may
contest the validity of any such lien, but upon a final determination of the validity thereof,
the owner of the Ahmanson Ranch Covenant Properties (or portion thereof) subject to
such a lien shall cause the lien to be satisfied and released of record. The owner of the
Ahmanson Ranch Covenant Properties (or portion thereof) shall, within thirty (30) days
after receipt of written notice of any encumbrance by any such lien or claim of lien arising
during such owner's period of ownership, (i) cause any such outstanding lien or claim of
lien to be released of record or transferred to bond in accordance with applicable law, or
(ii) give such assurance as would enable a title insurance company to insure over such
lien or claim of lien.
13. AUTHORIZED USES OF AHMANSON RANCH HOUSE
13.1 Ahmanson Ranch Pro
Subject to the rehabilitation and related terms and conditions in the Reinstated
Development Agreement for the Ahmanson Ranch House, and any other rehabilitation,
repair, replacement, modifications, and/or uses upon which City and Developer mutually
agree, the City -Owned Ahmanson Ranch House Property and all improvements thereon
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shall remain open and available as a public restaurant and banquet facility while owned
by the City, and upon ownership transferring to Developer, the Ahmanson Ranch House
Property shall be used as a restaurant or other hospitality -related uses that are consistent
with the SilverRock Resort Area, the Specific Plan, and other permits, licenses, approvals
and entitlements of the Ahmanson Ranch House and uses that are beneficial to the
Luxury Hotel Property.
13.2 Ahmanson Ranch House Access/Operations Parcels.
Subject to temporary closures or restricted use of access for periodic special
events or permitted uses at the Ahmanson Ranch House, the Ahmanson Ranch House
Access/Operations Property shall be available for use by the general public, residents,
and guests of the Golf Course and Ahmanson Ranch House in the same manner as they
were used and available for use as of the Ahmanson Ranch Covenant Effective Date, for
so long as owned by the City, according to the following:
(A) The Ahmanson Ranch House shall have access
(vehicular and pedestrian ingress and egress) from the City-Benefitted Property at
all times on, over, and through some or all of Ahmanson Ranch House
Access/Operations Property; provided, however, such access may be modified
pursuant to a subdivision map or other City action, pursuant to any applicable law,
that maintains access to the Ahmanson Ranch House from the City-Benefitted
Property.
(B) The Ahmanson Ranch House Access/Operations
Property shall allow access to the Ahmanson Ranch House for the City residents,
City officials and employees, and any and all other persons and members of the
general public.
13.3 Dedications and Improvements.
Nothing in this Ahmanson Ranch Covenant shall release or relieve Developer from
making any offers of dedications to the City or other applicable public agency, or complete
those public improvements in connection with the development of the SilverRock Resort
Area, as may be required by any conditions of approval, parcel map, or any other
requirement imposed by the City.
14. PRESERVATION OF HISTORICAL RESOURCE
14.1 Conveyance of Ahmanson Ranch House and Improvements.
The City may convey the City -Owned Ahmanson Ranch House Property pursuant
to the Reinstated Development Agreement, in which case, City shall no longer be owner
in fee. City shall have and retain all regulatory authority over the Ahmanson Ranch House
in accordance with applicable laws.
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14.2 Collection and Receipt of Charges; Allowance for Third -Party Operator.
The owner of the Ahmanson Ranch House shall have the obligation to collect and
right to keep moneys charged for any and all services at the Ahmanson Ranch House
during City ownership, consistent with this Ahmanson Ranch Covenant; provided,
however, if City owns the Ahmanson Ranch House but contracts with Developer or a third
party operator of the Ahmanson Ranch House for the administration of the Ahmanson
Ranch House, Developer and/or the third party operator shall have the obligation to
collect and right to keep moneys charged.
14.3 City Council Approvals to Preserve Historic Resource and Aesthetics.
Unless another use is approved by City in accordance with applicable laws, the
Ahmanson Ranch House shall be preserved as a historic resource of the City, and the
general architectural style for both the exterior and interior should be attempted to be
preserved.
Any and all alterations, structural improvements, fixtures, furnishings, equipment,
repair, replacement, or any other modification to the Ahmanson Ranch House shall be
applied for by the current owner (or authorized agent) and reviewed by the City Council
in its regulatory and design review capacity, and pursuant to applicable federal, state, or
local law.
15. DEFAULT AND REMEDIES.
15.1 City Rights.
In the event of failure by Developer or any successor in interest that has any
ownership interest in the Ahmanson Ranch Covenant Properties (or any portion thereof)
to perform any material term or provision of this Ahmanson Ranch Covenant, the City
shall have those rights and remedies provided in this Ahmanson Ranch Covenant and
shall have any and all rights and remedies available at law or in equity, including but not
limited to immediate and permanent injunctive relief.
15.2 Notice and Cure of Default.
Upon the receipt of the notice of default by the City, the defaulting party shall
promptly commence to cure, correct, or remedy the identified default at the earliest
reasonable time after receipt of the notice of default and shall complete the cure,
correction or remedy of such default not later than thirty (30) days after receipt of the
notice of default, or, for such defaults that cannot reasonably be cured, corrected or
remedied within thirty (30) days, such Party shall commence to cure, correct, or remedy
such default within such thirty (30) day period, and shall continuously and diligently
prosecute such cure, correction or remedy to completion, provided that such cure,
correction or remedy is completed within ninety (90) days following expiration of the initial
thirty (30) day cure period.
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16. MISCELLANEOUS
16.1 Notices, Demands and Communications Between the Parties.
Any approval, disapproval, demand, document or other notice ("Notice") which
either Party may desire to give to the other Party under this Ahmanson Ranch Covenant
must be in writing and shall be sufficiently given if (i) delivered by hand, (ii) delivered by
reputable same -day or overnight messenger service that provides a receipt showing date
and time of delivery, or (iii) dispatched by registered or certified mail, postage prepaid,
return receipt requested, to the principal offices of City and Developer at the addresses
specified below, or at any other address as that Party may later designate by Notice.
To City: City of La Quinta
78-495 Calle Tampico
La Quinta, California 92253
Attn: City Manager
With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
Attn: William H. Ihrke
To Developer: TBE RE Acquisition Co II LLC
c/o Turnbridge Equities
4 Bryant Park, Suite 200
New York, New York 10018
Attention: General Counsel and Michael
Gazzano
Email: jw@turnbridgeeq.com and
mg@turnbridgeeq.com
with a copy to:
DLA Piper
1251 Avenue of the Americas
New York, New York 10020
Attention: Todd Eisner
Email: todd.eisner(@us.dlapiper.com
with a copy to:
Procopio
200 Spectrum Center Drive, Suite 1650,
Irvine, CA 92618
Attn: James Vaughn
Email: james.vaughn(a)_procopio.com
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Any written notice, demand or communication shall be deemed received immediately if
personally delivered or delivered by delivery service, and shall be deemed received on
the third day from the date it is postmarked if delivered by registered or certified mail.
16.2 Force Majeure.
Notwithstanding any other provision set forth in this Ahmanson Ranch Covenant
to the contrary, in no event shall a Party be deemed to be in Default of its obligations set
forth herein where delays or failures to perform are due to a Force Majeure, as defined in
the Reinstated Development Agreement. Notwithstanding anything to the contrary in this
Ahmanson Ranch Covenant, an extension of time for any such cause shall only be for
the period of the enforced delay and shall commence to run from the time of the
commencement of the cause, if notice by the Party claiming such extension is sent to the
other Party within thirty (30) days of the commencement of the cure. Times of
performance under this Ahmanson Ranch Covenant may also be extended in writing by
the mutual agreement of City and Developer.
16.3 Binding Effect.
This Ahmanson Ranch Covenant, and all of the terms and conditions hereof, shall
be binding upon and inure to the benefit of the City, any subsequent owner of all or any
portion of the Ahmanson Ranch Covenant Properties, and their respective assigns, heirs
or successors in interest, whether or not any reference to this Ahmanson Ranch Covenant
is contained in the instrument by which such person acquired an interest in the Ahmanson
Ranch Covenant Properties.
16.4 Non -liability of City Officers and Employees.
No official, officer, employee, agent or representative of City, acting in his/her
official capacity, shall be personally liable for any loss, costs, damage, claim, liability, or
judgment, arising out of or connection to this Ahmanson Ranch Covenant, or for any act
or omission on the part of City.
16.5 Covenant Aaainst Discrimination.
Developer covenants by and for itself and any successors in interest that there
shall be no discrimination against or segregation of any person, or group of persons on
any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as
those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1)
of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the
sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, or
any part thereof, nor shall Developer, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the Property, or any part thereof. The foregoing
covenants shall run with the land.
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16.6 Attorney's Fees and Costs for Prevailing Party.
If either Party to this Ahmanson Ranch Covenant is required to initiate or defend,
or is made a party to, any action or proceeding in any way connected with this Ahmanson
Ranch Covenant, 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.
16.7 Severability.
If any term or condition of this Ahmanson Ranch Covenant is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Ahmanson Ranch Covenant shall continue in full force and effect, to the extent that
the invalidity or unenforceability does not impair the application of this Ahmanson Ranch
Covenant to condition the use of the Ahmanson Ranch House most similar to those uses
as of the Ahmanson Ranch Covenant Effective Date.
Time is of the essence in the performance of this Ahmanson Ranch Covenant and
of each and every term and condition hereof as to which time is an element.
16.9 Recitals & Exhibits Incorporated.
The Recitals to this Ahmanson Ranch Covenant and all of the exhibits and
attachments to this Ahmanson Ranch Covenant are, by this reference, incorporated into
this Ahmanson Ranch Covenant and made a part hereof.
16.10 Authoritv to Execute: Rearesentations and Warranties.
Developer warrants and represents that (i) it is duly organized and existing, (ii) it is
duly authorized to execute and deliver this Ahmanson Ranch Covenant, (iii) by so
executing this Ahmanson Ranch Covenant, Developer is formally bound to the provisions
of this Ahmanson Ranch Covenant, (iv) Developer's entering into and performance of its
obligations set forth in this Ahmanson Ranch Covenant do not violate any provision of
any other agreement to which Developer is bound, and (v) there is no existing or
threatened litigation or legal proceeding of which Developer is aware which could prevent
Developer from entering into or performing its obligations set forth in this Ahmanson
Ranch Covenant.
16.11 City Approvals and Actions.
Whenever a reference is made in this Ahmanson Ranch Covenant to an action or
approval to be undertaken by the City, the City Manager or his or her authorized designee
is authorized to act on behalf of the City unless this Ahmanson Ranch Covenant
specifically provides otherwise, including but not limited to provisions in this Ahmanson
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Ranch Covenant when the City Council must review and take action, or the law requires
otherwise. The City Manager shall have the authority to implement this Ahmanson Ranch
Covenant, including the authority to negotiate and sign on behalf of the City implementing
agreements and other documents, so long as the substantive provisions of this
Ahmanson Ranch Covenant are maintained. Nothing in this Section limits or precludes
the City Manager from presenting to the Planning Commission and/or City Council, as
applicable, for review and consideration any matters to which the City Manager otherwise
may act on behalf of City pursuant to this Section.
16.12 Governina Law.
The internal laws of the State of California shall govern the interpretation and
enforcement of this Covenant without regard to conflicts of law principles. Any action at
law or in equity brought by for the purpose of enforcing, construing, or interpreting the
validity of this Covenant or any provision hereof shall be brought in the Superior Court of
the State of California in and for the County of Riverside, or such other appropriate court
in said county.
16.13 Termination of Oriainal Covenant.
On and after the Ahmanson Ranch Covenant Effective Date, and pursuant to order
from the Bankruptcy Court, the Original Covenant (as defined above) shall be deemed
reinstated and amended as provided for in this Ahmanson Ranch Covenant.
Furthermore, City covenants and agrees that the Original Covenant is no longer of any
force and effect, and on and after the Ahmanson Ranch Covenant Effective Date, it is
expressly understood and agreed by the Parties that this Ahmanson Ranch Covenant
(along with all other agreements, including the Reinstated Development Agreement,
between City and Developer resulting from the purchase and sale of the Phase 1A
Property vis-a-vis the Bankruptcy Lawsuit) governs the Ahmanson Ranch Covenant
Properties.
16.14 Counterpart Signature Pages.
For convenience the Parties may execute and acknowledge this Covenant in
counterparts and when the separate signature pages are attached hereto, shall constitute
one and the same complete Covenant.
[end — signature page follows]
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IN WITNESS WHEREOF, Developer and City have executed this Ahmanson
Ranch Covenant as of the Ahmanson Ranch Covenant Effective Date.
"DEVELOPER"
TBE RE Acquisition Co II LLC, a
Delaware limited liability company and affiliate of
Turnbridge Equities
Date: , 2025
By:
Its:
By:
Its:
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
Date: , 2025
Jon McMillen, City Manager
ATTEST:
Monika Radeva, City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Riverside
On , before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
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 my hand and official seal.
Signature
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Riverside
On , before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
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 my hand and official seal.
Signature
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EXHIBIT A
LEGAL DESCRIPTION AND DEPICTION OF LUXURY HOTEL PROPERTY
(DEVELOPER OWNED)
[to be inserted]
[possible include depiction on plotted parcel map]
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EXHIBIT B-1
LEGAL DESCRIPTION OF GOLF COURSE
[to be inserted]
[possible include depiction on plotted parcel map]
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EXHIBIT B-2
LEGAL DESCRIPTION OF CITY -OWNED AHMANSON RANCH PROPERTY
[to be inserted]
[possible include depiction on plotted parcel map]
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EXHIBIT C
SITE MAPS
(Attached)
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GENERAL SITE MAP
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
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Residential SF
Bronoed 29lot!
Avg lot SF: 14,'
Luxum Hotel
0 keys'. 150
Spa SF 21.000
SF,24,800
■ Lmun
Brands
8 Clut
&and.
v Public
1� 7
L ' Phase
ar.
'— %
L , Phase
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ANNOTATED SITE MAP
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
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Golf Clubhouse
Clubhouse 16.200sl
Hotel Banquet / 80H
Banquet 21,600st
BOH: 26.0005f
Condominium
60 Condov l0 bldgs./
Clubhouse
Avg SF: 3.500
tesidential SFR
Q lots
lvg Lot SF: 20k (16k-24k)
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PHASE 1A DETAILED SITE MAP
(2025 SilverRock Master Plan)
` Uell Clubhouse
` .\ \ Hotel6aoQuel
Q 1,600a11
29 lots
Spa
i.
y� •
r
�_
121.0000
Is
Adult Pooh e
� 1
New Guest
I�t
Rooms 116 rooms
Lobby
B idling
Ua,800st:
Family Pool
usury Motl el
k ,150 keys lotal
[Site Maps Continue on Next Page]
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Luxury Hotel
&anded Condommmms
8 Clubhouse
8tonded single Fomny
Pub11C Golf Clubhouse
PAl -Gott Course
(.nannpj
PA2 - Luxury Brand,
23 tota)
PA3-Luxury HotN
(154 Nest rooms, It
restsvent., rete il,
50H. etc. tot.1..g 2
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SITE MAP BY PLANNING AREAS (PAs)
(2025 SilverRock Master Plan)
[End of Site Maps]
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- Pntitic GM Clutibou..
Boo.11
- Lmmury Hot.l Banqu.t 6
k o1 Hou.. Functions
tqu.t 25.000.f)
H: 30,000.f)
- Luxury Branded Condomrnrums
units)
tdent Ctutinou..6 F...W s
000s11
-Luxury 0,.nd.d R—d.nc..
.1.)
- Futur. Golf, R..rd.mul,
Canm.ro.l
hot. p—t. �.11 �..,r... 253
d.ntt.l .r.d 40.0000
.m. .11
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EXHIBIT K
REINSTATED AND AMENDED COVENANT AFFECTING REAL PROPERTY
GOLF COURSE USE
[Attached]
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Clerk
Space Above This Line for Recorder's
Use
(Exempt from Recording Fee per Gov't
Code §6103 and §27383)
REINSTATED AND AMENDED
COVENANT AFFECTING REAL PROPERTY
(GOLF COURSE USE)
BY AND BETWEEN
THE
CITY OF LA QUINTA
AND
TBE RE ACQUISITION CO II LLC
AN AFFILIATE OF
TURNBRIDGE EQUITIES
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TABLE OF CONTENTS
Paqe
1. GENERAL PROVISIONS......................................................................................................... 6
1.1 Definitions............................................................................................................6
1.2 Effective Date......................................................................................................8
1.3 Amendment or Cancellation by Mutual Consent...........................................8
1.4 Covenants Run With the Land; Expressed Condition of Golf Course
Use in Grant Deeds and Other Similar Instruments; Rights of
Reverter or Re-Entry..........................................................................................9
1.5 Recording of Covenant....................................................................................10
1.6 Covenant Parcels Free of Mechanic's Liens...............................................10
2. USE GOLF COURSE AND ANCILLARY ACCESS AND MAINTENANCE .................... 11
2.1 Golf Course Property.......................................................................................11
2.2 Golf Course Access/Operations Property....................................................12
2.3 Luxury Hotel Property......................................................................................12
2.4 Dedications and Improvements.....................................................................12
3. RESIDENT ACCESS AND USE OF THE GOLF COURSE .............................................. 13
3.1 Resident Access Cards for Qualifying Persons..........................................13
3.2 Terms and Conditions of Use; Revocable License.....................................13
3.3 Obligation to Honor Valid Resident Access Cards.....................................14
3.4 Minimum Privileges Granted to Valid Resident Access Card
Holders...............................................................................................................14
3.5 Collection and Receipt of Resident Rate Charges.....................................16
3.6 Additional Privileges Permissible to Resident Access Card Holders ....... 17
4. DEFAULT AND REMEDIES................................................................................................... 17
4.1 City Rights.........................................................................................................17
4.2 Notice and Cure of Default.............................................................................17
5. MISCELLANEOUS...................................................................................................................17
5.1
Notices, Demands and Communications Between the Parties ................17
5.2
Force Majeure...................................................................................................18
5.3
Binding Effect....................................................................................................19
5.4
Third Party Beneficiaries.................................................................................19
5.5
Non -liability of City Officers and Employees................................................19
5.6
Covenant Against Discrimination...................................................................19
5.7
Attorney's Fees and Costs for Prevailing Party...........................................19
5.8
Severability........................................................................................................20
5.9
Time....................................................................................................................20
5.10
Recitals & Exhibits Incorporated....................................................................20
5.11
Authority to Execute; Representations and Warranties .............................20
5.12
City Approvals and Actions.............................................................................20
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TABLE OF CONTENTS
Paqe
5.13 Future Golf Covenant......................................................................................21
5.14 Governing Law..................................................................................................21
5.16 Counterpart Signature Pages.........................................................................22
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REINSTATED AND AMENDED
COVENANT AFFECTING REAL PROPERTY
(GOLF COURSE USE)
This REINSTATED AND AMENDED COVENANT AFFECTING REAL
PROPERTY (GOLF COURSE USE) (the "Golf Course Covenant" or "Covenant") is
entered into as of the day of , 2025 (the "Golf Course Covenant
Effective Date"), by and between the CITY OF LA QUINTA, a California municipal
corporation and charter city ("City"), and TBE RE Acquisition Co II LLC, a Delaware
limited liability company and affiliate of Turnbridge Equities ("Developer"), with reference
to the following:
RECITALS:
A. As of the Golf Course Covenant Effective Date, Developer has a legal or equitable
interest in fee title to that certain real property and improvements thereon
comprised of (i) a flagship luxury hotel and related ancillary uses that include (but
are not limited to) a spa and fitness area, restaurants, conference and banquet
facilities, pool and recreational facilities, and "back -of -house" facility area that are
part of the "Luxury Hotel Project Component" as defined in the Reinstated
Development Agreement (defined below), and more particularly described in the
legal description attached hereto as Exhibit A-1 and incorporated herein by this
reference (the "Luxury Hotel Property"), and (ii) a golf clubhouse and pro shop
for the Golf Course (defined below) to be open and available for use and services
to the general public as well as guests and visitors to the luxury hotel and part of
the "Public Golf Clubhouse Project Component" as defined in the Reinstated
Development Agreement (defined below), and more particularly described in the
legal description attached hereto as Exhibit A-2 and incorporated herein by this
reference (the "Public Golf Clubhouse Property"). The Luxury Hotel Property
and Public Golf Clubhouse Property are portions of real property and
improvements thereon referred to as the "Phase 1 Property" as defined in the
Reinstated Development Agreement (defined below) to which Developer also has
a legal or equitable interest in fee title as of the Golf Course Covenant Effective
Date. [NOTE: ONLY THE PARCELS WITH THE LUXURY HOTEL AND PUBLIC
GOLF CLUBHOUSE ARE THE LEGAL DESCRIPTIONS TO BE ATTACHED AS
EXHIBITS, AND NOT THE ENTIRETY OF THE PHASE 1A PROPERTY]
B. As of the Golf Course Covenant Effective Date, City owns all of the real property
improved with the Golf Course and ancillary improvements and amenities,
comprised of approximately 170+/- acres and more particularly described in
Exhibit B attached hereto and incorporated herein by this reference (the "City -
Owned Golf Course Property"). The City -Owned Golf Course Property consist
of (i) the Arnold Palmer Classic Golf Course, commonly known as the SilverRock
Golf Course (the "Golf Course"), (ii) access, operations, and maintenance parcels
of real property appurtenant to the Golf Course (the "Golf Course
Access/Operations Property"), and (iii) location for a driving range to be part of
the Golf Course (the "Golf Course Driving Range Property"). The Luxury Hotel
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Property, Public Golf Clubhouse, and City -Owned Golf Course Property are
referred to herein as the "Golf Course Covenant Properties." [NOTE: LEGAL
DESCRIPTION FOR THE DRIVING RANGE MAY NEED TO BE ADJUSTED TO
BE ONLY A PORTION OF EXISTING PARCEL(S) TO MATCH DEPICTION OF
DRIVING RANGE LOCATION IN SITE PLAN]
C. On , 2025, the La Quinta City Council adopted Ordinance
No. , approving pursuant to applicable State and City laws that certain
Reinstated and Amended Development Agreement, with reference date
2025, between City and Developer (the "Reinstated
Development Agreement"). Among other terms and conditions, the Reinstated
Development Agreement vests development and use rights to Developer,
prescribes rights and obligations of Developer for the resumption and completion
of construction, and the continuous operation and use, of specified "Project
Components" that include, among others, a luxury hotel with related ancillary
amenities and luxury single-family detached and condominium residential
dwellings available for use as short-term vacation rentals, as more particularly set
forth therein. The Reinstated Development Agreement governs Developer's
development and use rights and obligations for the Phase 1 Property. The
Reinstated Development Agreement was recorded in the Recorder's Office of or
about even date as this Golf Course Covenant, with said Reinstated Development
Agreement to remain with priority over this Golf Course Covenant.
D. Prior to City and Developer entering into this Golf Course Covenant (among other
agreements and instruments), the following relevant history is hereby recited-
1 . Except for portions of land previously transferred to SilverRock
Development Company, LLC, a Delaware limited liability company (or one
of its affiliated companies, which are referred to herein collectively as "SDC"
or "Debtor(s)")3 as explained below in the next Recital Subparagraph, City
owns fee title to that certain real property of approximately 525 acres
located at the southwest intersection of Jefferson Street and Avenue 52, in
the City of La Quinta, California, generally referred to as the "SilverRock
Resort Area", which is depicted in the Site Maps (as defined herein), and
subject to a Specific Plan adopted by the La Quinta City Council and
enforceable as a land use governing document pursuant to the Planning
3 Debtors were SilverRock Development Company, LLC and affiliated entities that, on
August 5, 2024, filed for voluntary bankruptcy protection under chapter 11 of the U.S.
Bankruptcy Code, with case number(s) identified in the Title of this Agreement along with
the last four digits of each Debtor's federal tax identification number, as applicable, are:
SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury
Residences, LLC (6598) and SilverRock Phase I, LLC (2247) (collectively, referred to
herein as the "Bankruptcy Lawsuit" in the "Bankruptcy Court").
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and Zoning Law, California Government Code section 65000 et seq. (the
"SilverRock Specific Plan");
2. On or about November 19, 2014, City and SDC entered into that certain
Purchase, Sale, and Development Agreement (the "Original SDC PSDA"),
pursuant to which, among other terms and conditions, City agreed to sell to
SDC and SDC agreed to purchase from City specified parcels and planning
areas (PAs) to thereafter construct, complete, and operate thereon a
commercial project containing a luxury resort hotel and spa and associated
branded luxury residential units, a lifestyle hotel and associated lifestyle
branded residential units, a conference and shared service facility, a
temporary and permanent clubhouse for the SilverRock Resort's Arnold
Palmer Classic Golf Course, a mixed use village, a resort residential village,
and associated amenities, all as further described in the Original SDC
PSDA and referred to as various project components, as more particularly
described therein. Concurrent with the Original SDC PSDA, on or about
November 19, 2014, City and SDC entered into Development Agreement
2014-1001 (the "Original SDC Development Agreement") pursuant to the
Development Agreement Law, which agreement, among other terms and
conditions, required SDC to develop the planning areas and project
components in accordance with the SDC PSDA, vested with SDC specified
development obligations, memorialized the potential for the future
acquisition of additional City -owned property in the SilverRock Resort Area
as incorporated vis-a-vis the SDC PSDA, and subjected SDC to City's rights
and oversight for those portions of the SilverRock Resort Area to be
conveyed to SDC. After entering into the Original SDC PSDA and Original
SDC Development Agreement, the following relevant events, very briefly
summarized, occurred:
Pursuant to the Original SDC PSDA, City and SDC had the
authority to amend by mutual agreement of the parties.
Between October 29, 2015, and November 16, 2023, City and
SDC entered into five amendments thereto, dated October 29,
2015 ("First Amendment"), April 18, 2017 ("Second
Amendment"), November 28, 2018 ("Third Amendment"),
October 12, 2021 ("Fourth Amendment"), and November 16,
2023 ("Fifth Amendment," and the Original SDC PSDA as
amended by all five amendments is referred to herein as the
"SDC PSDA");
Pursuant to the SDC PSDA and consistent with boundaries
established by applicable subdivision maps and lot line
adjustments, City conveyed to SDC the Property for the pre -
development, development, operation, and use of a project
that was eventually re -named "Talus" and consisted of the
following project components (all as defined in the SDC
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PSDA): Luxury Hotel, Luxury Branded Residential
Development, Lifestyle Hotel, Lifestyle Branded Residential
Development, Conference and Shared Services Facility
(including spa and other amenities), Permanent Golf
Clubhouse, Promenade Mixed -Use Village/Resort
Residential Village (on Planning Areas 7,8,9), as well as a
specified Golf Course Realignment and corresponding Master
Site Infrastructure Improvements (MSII). These project
components on the Property, pursuant to the SDC PSDA,
were divided into Phase 1A project components on the Phase
1A Property and the Phase 1B project components on the
Phase 1 B Property respectively, as described in the SDC
PSDA;
iii. Pursuant to the Third and Fourth Amendments to the SDC
PSDA, SDC commenced pre -development and development
on the Property for the Phase 1A project components, which
as of the Reference Date of this Agreement, in various
degrees, were partially constructed after SDC failed to
continue to make payments to various contractors,
subcontractors, and other interested parties in the
development of the Talus project. Multiple lawsuits, including
lawsuits seeking payments pursuant to mechanic's lien or
various loan or investment agreements, and a City lawsuit
against SDC for unlawful and unapproved conveyances in
secured interests or mechanic's liens, were filed against SDC;
iv. Pursuant to the requirements of the SD PSDA, the City and
SDC entered into a "Covenant Affecting Real Property (Golf
Course Use) By And Between The City Of La Quinta and
SilverRock Development Company, LLC" (Riverside County
Recorder No. 2017-0189004), which was recorded on May
11, 2007 (the "Original Covenant");
V. On August 5, 2024, SDC (Debtors) filed the Bankruptcy
Lawsuit, and, pursuant to Bankruptcy Court -approved Bid
Procedures, Debtors retained a Chief Restructuring Officer
(Douglas Wilson Companies) and marketing professional
(JLL) for the purposes of, among other items, marketing the
sale of the Debtors estate (which and is primarily comprised
of the Property) and soliciting proposals for the: (a) acquisition
of the Debtors estate, (b) use, re -use, and/or substitution of
the partially constructed improvements on the Property, (c)
potential replacement project for a world -class hotel and
residential destination resort with related amenities on the
Property that complement the existing Arnold Palmer Classic
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Golf Course surrounding the Property and real property
owned by the City (defined below as the City -Owned Option
Property), and (d) possible acquisition in the future of the City -
Owned Option Property (defined below) in the SilverRock
Resort Area (previously referred to as the Future Option
Property in the SDC PSDA and generally referred to in the
Bankruptcy Lawsuit and marketing materials as the "Phase 2
Property") for possible future development that would also
complement a world -class hotel and residential destination
resort;
3. Pursuant to Bankruptcy Court order, Bankruptcy Lawsuit Docket No.
[ ], among other provisions: (i) Developer was authorized to purchase
the Property, (ii) the Original SDC Development Agreement was required to
be reinstated and amended and memorialized by the Reinstated
Development Agreement, and (iii) An escrow to facilitated the purchase and
sale of the Debtors' estate (which includes the Property) was authorized,
which, among other terms and conditions, included the transfer of funds and
recording of documents (such as the Reinstated Development Agreement).
E. Developer submitted a proposal in response to the marketing materials, and,
pursuant to the Bankruptcy Court -approved Bid Procedures, Debtors and City
approved Developer's proposal, which, among other terms and conditions,
included a modified "Project" (as more particularly defined and memorialized in
the Reinstated Development Agreement) on the Phase 1 Property as well as
possible acquisition in the future of the City -Owned Option Property (also referred
to therein as the Phase 2 Property) for possible future development that would also
complement a world -class hotel and residential destination resort, all as more
particularly set forth in the Reinstated Development Agreement.
F. The Reinstated Development Agreement and Specific Plan, among other land use
governing documents, permits, and entitlements, are centered around the existing
use and enjoyment, by residents, guests of the City, and members of the public,
of the Golf Course in the SilverRock Resort Area.
G. This Golf Course Covenant is intended to and does bind City and any and all
successors in interest to the City -Owned Golf Course Property (or any portion
thereof), as more particularly set forth herein. Likewise, this Golf Course Covenant
is intended to and does bind Developer and any and all successors in interest to
the Luxury Hotel Property (or portion thereof) and the Public Golf Clubhouse
Property (or portion thereof), as more particularly set forth herein.
H. Pursuant to and as more particularly set forth the Reinstated Development
Agreement, upon conveyance of the City -Owned Golf Course Property from City
to Developer if Developer satisfies specified conditions in the Reinstated
Development Agreement, Developer is required, among other provisions relating
to land use covenants, to continuously operate and maintain, and have open and
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available for use and enjoyment, the Golf Course and ancillary improvements and
amenities, as more particularly set forth in this Golf Course Covenant.
This Covenant is being recorded to, among other things, ensure that the City -
Owned Golf Course Property is maintained and used solely as a first-class golf
course that is open to the public, and that residents of the City retain the same
quality and level of access to the Golf Course that they have as of the Golf Course
Covenant Effective Date which, generally, is one-third (1/3) of all tee times from
the time the Golf Course opens until 1:00- p.m., which is approximately 15,000
rounds of golf, all as more specifically set forth in this Covenant.
City is the owner by dedication of those certain public streets located in the City
and known as Avenue 52 and Jefferson Street. The portions of said public streets
that are adjacent to the SilverRock Resort Area, as depicted on the Parcel Map, in
addition to any and all other real property owned by the City for public use
(collectively, the "City-Benefitted Property"), is benefited by this Covenant, and
serves as the "benefited estate" for purposes of this Covenant, and the terms and
conditions, as more particularly set forth herein. Furthermore, the Golf Course
Covenant Properties are burdened by this Golf Course Covenant, serve as the
"burdened estate" for purposes of this Golf Course Covenant, and are subject to
its terms and conditions, as more particularly set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, the Parties do hereby agree as follows:
17. GENERAL PROVISIONS
17.1 Definitions. In addition to the terms that may be defined elsewhere in this
Covenant, the following terms when used in this Covenant shall be defined as follows:
17.1.1 "City" means the City of La Quinta, a charter city and municipal
corporation, including each and every agency, department, board, commission, authority,
employee, and/or official acting under the authority of the City, including without limitation
the City Council and the Planning Commission.
17.1.2 "City-Benefitted Property" shall have the meaning in Recital J of
this Golf Course Covenant.
17.1.3 "City Council" means the City Council of the City and the
legislative body of the City pursuant to California Government Code Section 65867.
17.1.4 "City Manager" means the individual duly appointed to the position
of City Manager of City, or his or her authorized designee.
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17.1.5 "City -Owned Golf Course Property" shall have the meaning in
Recital B of this Golf Course Covenant.
17.1.6 "Covenant" and "Golf Course Covenant" means this Reinstated
and Amended Golf Course Covenant Affecting Real Property (Golf Course Use).
17.1.7 "Daily Resident Rate Cap" shall have the meaning set forth in
Section 3.4.2(B) of this Covenant.
17.1.8 "Developer" means the Developer identified in the Preamble of this
Golf Course Covenant.
17.1.9 "Effective Date" shall the "Golf Course Covenant Effective Date."
17.1.10 "Golf Course" means the SilverRock Resort's Arnold Palmer
Classic Course and all operations related thereto, in its current location, as of the Golf
Course Effective Date of this Covenant, subject to reconfiguring and realignment pursuant
to any reconfiguring approved by the City from time to time.
17.1.11 "Golf Course Access/Operations Property" shall have the
meaning in Recital B of this Golf Course Covenant.
17.1.12 "Golf Course Covenant" means this Reinstated and Amended
Golf Course Covenant Affecting Real Property (Golf Course Use).
17.1.13 "Golf Course Covenant Properties" shall have the meaning in
Recital B of this Golf Course Covenant.
17.1.14 "Golf Course Driving Range Property" shall have the meaning in
Recital B of this Golf Course Covenant.
17.1.15 "Luxury Hotel Property" shall have the meaning in Recital A of
this Golf Course Covenant.
17.1.16 "Parties" means collectively Developer and City, and their
respective successors and assigns. Each may be referred to in the singular as a "Party".
17.1.17 "Project Component" shall have the same meaning as defined in
the Reinstated Development Agreement.
17.1.18 "Public Golf Clubhouse Property" shall have the meaning in
Recital A of this Golf Course Covenant
17.1.19 "Recorder's Office" means the Riverside County, California,
Office of Official Records.
17.1.20 "Reinstated Development Agreement" shall have the meaning in
Recital C of this Golf Course Covenant.
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17.1.21 "Resident Access Card(s)" means cards issued by the City to
qualifying persons, based on establishing a residence in the City among other criteria as
the City may establish from time to time, that grant such cardholders preferred rates of
play and scheduling of tee times at the Golf Course.
17.1.22 "Resident Base Rate" means the rate charged to a holder of a
valid Resident Access Card for each round of golf played at the Golf Course as either
(i) the rate set by the City Council for so long as the City owns the Golf Course Parcels,
or (ii) the rate set by the City Council as of the date of the conveyance of any right, title
or interest in the Golf Course Parcels to Developer or any other third party that is not the
City or City -affiliated agency, as may be modified as set forth this Golf Course Covenant.
17.1.23 "Resident Rate" means the rate charged to each holder of a valid
Resident Access Card for each round of golf played at the Golf Course, as further
governed under Section 3.4.2 of this Golf Course Covenant.
17.1.24 "Resident Rate Annual Percentage Increase" shall have the
meaning set forth in Section 3.4.2(C) of this Golf Course Covenant.
17.1.25 "Resident Rate Ten -Year Adjustment" shall have the meaning
set forth in Section 3.4.2(D) of this Golf Course Covenant
17.1.26 "SilverRock Resort Area" has the same meaning in the
Reinstated Development Agreement and Recital C(1), which refers to the approximately
525 acres of real property located at the southwest intersection of Jefferson Street and
Avenue 52 in the City of La Quinta, California 92253, depicted in the Site Maps.
17.1.27 "Site Map(s)" means the maps of the SilverRock Resort Area,
which is attached hereto as Exhibit C and incorporated herein by this reference.
17.1.28 "Specific Plan" means the SilverRock Resort Specific Plan,
approved by the City Council of City on July 18, 2006, as may be amended from time to
time.
17.1.29 "Tee Time Block Schedule Example" shall have the meaning in
Section 3.4.1 of this Golf Course Covenant, and as depicted in Exhibit D attached hereto
and incorporated herein by reference.
17.2 Effective Date.
This Golf Course Covenant shall be effective and of full force and effect upon
complete execution by the Parties, which shall be inserted in the preamble, and shall be
perfected as binding against any and all owners of the Golf Course Covenant Properties
upon recording in the Recorder's Office.
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17.3 Amendment or Cancellation by Mutual Consent.
Except as expressly allowed herein, this Golf Course Covenant shall not be
amended or canceled in whole or in part without the prior written consent of the City, and,
except when the City Manager may amend this Covenant as expressly allowed herein,
any cancellation or amendment of this Golf Course Covenant shall require the approval
of the City Council by not less than a majority vote of the total membership.
17.4 Covenants Run With the Land; Expressed Condition of Golf Course Use in
Grant Deeds and Other Similar Instruments; Rights of Reverter or Re -Entry.
In any grant deed or other instrument conveying any right, title, or interest in any
or all of the Golf Course Covenant Properties (or portion thereof) from the grantor
(including the City) to the grantee (including Developer), words shall be included in such
grant deed or other instrument signifying that such right, title, or interest, and any such
estate created by such conveyance, shall be subject to the terms and conditions of this
Golf Course Covenant. Furthermore, such grant deed or other instrument shall expressly
condition that the City, and its heirs and assigns, shall have a right of reverter and/or right
to re-enter any or all of the City -Owned Golf Course Property upon its ceasing to be used
for a golf course pursuant to the terms and conditions of this Golf Course Covenant.
This Golf Course Covenant is intended to be and shall be construed as a restrictive
covenant that limits, restricts, and burdens the use of the Golf Course Covenant
Properties. The City, as owner in fee of the City -Owned Golf Course Property, and as
owner of all Golf Course Covenant Properties when the prior Covenant Affecting Real
Property (Golf Course Use) was originally recorded prior to it being reinstated by the
Bankruptcy Court vis-a-vis this Golf Course Covenant, hereby declares that this Golf
Course Covenant, and the covenants, conditions, and restrictions of use on the Golf
Course Covenant Properties as set forth herein, is intended to and shall run with the land
in perpetuity, and each and every successor of the City and Developer that has any
ownership interest or right of ownership interest in the Golf Course Covenant Properties
(or portions thereof), including Developer, shall be subject to this Golf Course Covenant,
which is intended to be and shall be construed as placing a reasonable burden on the
use of the Golf Course Covenant Properties, which, among other provisions, recognize
that the City -Owned Golf Course Property was developed for use and enjoyment as the
Golf Course for the benefit of the Luxury Hotel Property and the residents of the City of
La Quinta. To the maximum extent permitted by law, this Covenant shall be construed
as an expressed, valid, and enforceable deed restriction, restrictive covenant, or other
similarly described encumbrance that runs with the Golf Course Covenant Properties.
This Covenant shall be binding upon any person or entity that acquires any right, title, or
interest in or to any portion or all of the Golf Course Covenant Properties.
Furthermore, this Golf Course Covenant is designed to create equitable servitudes
and covenants running with the land, in accordance with the provisions of Civil Code
Section 1468. The covenants, conditions, restrictions, reservations, equitable servitudes,
liens, and charges set forth herein shall run with the Golf Course Covenant Properties, as
the "burdened property," and shall be binding upon all persons or entities having any right,
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title or interest in the Golf Course Covenant Properties (or portion thereof) and their heirs,
successive owners and assigns, and shall be binding upon the Developer, and its
successors and assigns. Furthermore, the covenants, conditions, restrictions,
reservations, equitable servitudes, liens, and charges set forth herein shall run with the
City-Benefitted Property, as the "benefitted property," and shall inure to the benefit of the
City and its successors and assigns, and may be enforced by the City and its successors
and assigns. The Developer hereby declares its understanding and intent that the burden
of the covenants set forth herein touch and concern the land and that the Developer's
interest in the Golf Course Covenant Properties is rendered less valuable thereby. The
Developer hereby further declares its understanding and intent that the benefit of such
covenants touch and concern the land by enhancing and increasing the enjoyment and
use of the Golf Course Covenant Properties and by furthering public purposes for the
City.
In amplification and not in restriction of the provisions hereinabove, it is intended
and agreed that the City is deemed a beneficiary of the covenants provided herein both
for and in its own right and also for the purposes of protecting the interests of the
community. All covenants without regard to technical classification or designation shall
be binding for the benefit of the City and such covenants shall run in favor of the City,
without regard to whether the City is or remains the owner of the City-Benefitted Property
or of any land or interest therein to which such covenants relate. However, all such
covenants and restrictions shall be deemed to run in favor of all real property owned by
the City, which real property shall be deemed the benefited property of such covenants.
The City shall have the right, in the event of any breach of this Covenant, to exercise all
rights and remedies, and to maintain any action at law or in equity or other proper
proceeding to enforce the curing of such breach of this Covenant.
17.5 Recordina of Covenant.
Upon complete execution and notarizing of this Golf Course Covenant, Developer
shall record or cause to be recorded in the Recorder's Office this Golf Course Covenant.
The Covenant shall be recorded against each and every one of the Golf Course Covenant
Properties and the City-Benefitted Property. This Covenant shall be recorded as provided
for in the Reinstated Development Agreement, and this Covenant shall have priority over
and shall not be made subordinate to any mortgage, deed of trust, or other encumbrance
recorded against the Golf Course Covenant Properties.
17.6 Covenant Parcels Free of Mechanic's Liens.
The owner of the Golf Course Covenant Properties (or any portion thereof) shall
pay when due all claims for labor performed and materials furnished in connection with
the Golf Course Covenant Properties during the period of its ownership. No mechanics',
materialmen's or other professional services liens (as contrasted with consensual
monetary liens such as construction and/or permanent financing approved by the City
and subject to this Golf Course Covenant) shall be permitted against the Golf Course
Covenant Properties (or any portion thereof) for any work done or materials furnished in
connection with the performance of any contractor or construction work to be completed
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on the Golf Course Covenant Properties; provided, however, that the owner of the Golf
Course Covenant Properties (or portion thereof) may contest the validity of any such lien,
but upon a final determination of the validity thereof, the owner of the Golf Course
Covenant Properties (or portion thereof) subject to such a lien shall cause the lien to be
satisfied and released of record. The owner of the Golf Course Covenant Properties (or
portion thereof) shall, within thirty (30) days after receipt of written notice of any
encumbrance by any such lien or claim of lien, (i) cause any such outstanding lien or
claim of lien to be released of record or transferred to bond in accordance with applicable
law, or (ii) give such assurance as would enable a title insurance company to insure over
such lien or claim of lien.
18. USE GOLF COURSE AND ANCILLARY ACCESS AND MAINTENANCE
18.1 Golf Course Prope
The City -Owned Golf Course Property shall be used as a golf course with
allowance for appurtenant maintenance yard and facilities, and related golf course
amenities, according to the following:
(A) The Golf Course shall be open and available for play as
was customarily the practice as of the Golf Course Covenant Effective Date. In
explanation of the preceding sentence, the hours of operation, closures for routine
maintenance or periodic upgrades, and other factors relating to the services and
operations provided, while the Golf Course was open and while it was closed, shall
be similar to the practices used annually and regularly, before the Golf Course
Covenant Effective Date.
(B) The Golf Course at all times shall be of the caliber,
reputation, difficulty, design (including any allowable golf course improvements or
realignment design), maintenance, and general "golf experience" that the Golf
Course has as of the Golf Course Covenant Effective Date. The Golf Course shall
maintain a designation as an "Arnold Palmer" (or successor name/similar caliber
designation or better) golf course.
(C) The City -Owned Golf Course Property shall be available
for use and enjoyment by City residents and the general public pursuant to the
terms and conditions of this Golf Course Covenant, and any other applicable laws,
the Reinstated Development Agreement, the rules and policies imposed by the
operator of the Golf Course, and any and all City permits, licenses, approvals, and
entitlements, and other agreements relating to the Golf Course.
(D) The maintenance yard and facilities shall be and remain
on the parcel of the City -Owned Golf Course Property as of the Golf Course
Covenant Effective Date.
(E) The Golf Course shall be open and available for use on
such days and times as generally were in practice as of the Golf Course Covenant
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Effective Date, subject to occasional closures or interruption for tournaments and
special events, as customary in the industry for golf courses of similar caliber.
(F) The Golf Course shall have a clubhouse that shall be
open to the public. The clubhouse shall have at a minimum the same services and
operations (such as food and beverage services, golf equipment and clothing, golf
carts, and other similar amenities customarily available at a first-class golf course
and resort) as were available as of the Golf Course Covenant Effective Date with
expectation of improvement pursuant to Developer's proposed improvements to the
Public Golf Clubhouse under the Reinstated Development Agreement. The
clubhouse shall be constructed, operated, and maintained in accordance with all
applicable laws, the Reinstated Development Agreement, and any and all City
permits, licenses, approvals, and entitlements, and any other agreements relating
to the clubhouse.
18.2 Golf Course Access/Operations Property.
The Golf Course Access/Operations Property, or alternative access to and from
the City-Benefitted Property with comparable functionality, shall be used and be available
for use in the same manner as they were used and available for use as of the Golf Course
Covenant Effective Date, according to the following:
(A) The Golf Course shall have access (vehicular and
pedestrian ingress and egress) from the public street segments comprising a
portion of the City-Benefitted Property at all times on, over, and through some or all
of Golf Course Access/Operations Property; provided, however, such access may
be modified pursuant to a subdivision map or other City action, pursuant to any
applicable law, that maintains access to the Golf Course from the public street
segments comprising a portion of the City-Benefitted Property.
(B) The Golf Course Access/Operations Property shall
allow access to the Golf Course for City residents, City officials and employees, and
any and all other guests of the Golf Course Property.
18.3 Luxury Hotel Property.
The Luxury Hotel Property shall be used in connection with the Golf Course. Prior
to and after the completion of construction of the Luxury Hotel, as evidenced by the
Certificate of Completion for the Luxury Hotel Project Component as provided in the
Reinstated Development Agreement, this Golf Course Covenant shall be binding against
the Luxury Hotel Property.
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18.4 Dedications and Improvements.
Nothing in this Golf Course Covenant shall release or relieve Developer from
making any offers of dedications to the City or other applicable public agency, or complete
those public improvements in connection with the development of the SilverRock Resort
Area, as may be required by any conditions of approval, parcel map, or any other
requirement imposed by the City.
19. RESIDENT ACCESS AND USE OF THE GOLF COURSE
19.1 Resident Access Cards for Qualifvina Persons.
City shall provide a process and program available to qualifying persons to apply
for and receive Resident Access Cards. City may contract with Developer or a third party
operator of the Golf Course for the administration of the Resident Access Card process
and program. City shall establish eligibility requirements, which may be modified from
time to time in City's reasonable discretion and subject to the terms and conditions of this
Golf Course Covenant, under which City shall administer and issue to qualifying persons
the Resident Access Cards. The eligibility requirements shall be the same as were in
place as of the Golf Course Covenant Effective Date unless City modifies those
requirements pursuant to this Golf Course Covenant. Eligibility requirements applicable
to all Resident Access Cards, which may be modified by City, include but are not limited
to:
(A) Reasonable methods to prove and verify residency in
the City, such as a requirement that an applicant for a Resident Access Card
provide to the City a property tax bill or residential lease with the applicant's name
on that property tax bill or residential lease.
(B) A minimum period during which an applicant for a
Resident Access Card must be physically present in the City at a residence in the
City, such as a requirement that an applicant is or plans to be physically present in
the City for at least six months of each year.
19.2 Terms and Conditions of Use; Revocable License.
All Resident Access Cards shall be a license subject to revocation pursuant to
terms and conditions established from time to time in City's reasonable discretion and
subject to the terms and condition of this Golf Course Covenant. The terms and
conditions attached to all currently issued Resident Access Cards as of the Golf Course
Covenant Effective Date shall be the same as were in place as of the Golf Course
Covenant Effective Date, and the terms and conditions for all Resident Access Cards
applied for and issued after the Golf Course Covenant Effective Date shall be the same
as were in place as of the Golf Course Covenant Effective Date unless the City modifies
those requirements pursuant to this Golf Course Covenant. Terms and conditions
applicable to all Resident Access Cards, which may be modified from time to time by City,
shall include:
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(A) The period for which a Resident Access Card remains
valid, which shall be three (3) years from date of issuance.
(B) The cost to purchase a Resident Access Card, which,
as of the Golf Course Covenant Effective Date, is One Hundred Fifty Dollars
($150.00). The cost to purchase a Resident Access Card may increase no more
than Ten Dollars ($10) per calendar year, commencing in the year of the Effective
Date of this Covenant.
(C) If City conveys all right, title, and interest in the City -
Owned Golf Property to Developer or any successor in interest, the City Council
shall retain the right to set an amount for the purchase of a Resident Access Card
that would be the same or similar to the setting of an amount that would be
consistent with the setting of such amount as of the Golf Course Covenant Effective
Date.
19.3 Obliaation to Honor Valid Resident Access Cards.
The owner of the City -Owned Golf Course Property (or any portion thereof,
including the Golf Course), including Developer and any successor in interest, shall honor
any and all valid Resident Access Cards and, at a minimum, shall honor the privileges
set forth in this Golf Course Covenant to any qualifying person holding a valid Resident
Access Card.
19.4 Minimum Privileges Granted to Valid Resident Access Card Holders.
If the City owns the Golf Course, the minimum privileges established by the City
as of the Effective Date of this Golf Course Covenant shall apply to each qualifying person
who holds a valid Resident Access Card. If the City is not the owner of the Golf Course,
then each qualifying person who holds a valid Resident Access Card shall have the
following privileges available for use and enjoyment of the Golf Course:
19.4.1 Booking Tee Times. Until such time as City is no longer the owner
of the Golf Course, either of the processes set forth in paragraphs (A) and (B) below shall
be available to a holder of a valid Resident Access Card when booking a tee time. At
such time as City is no longer the owner of the Golf Course, this Golf Course Covenant
shall be automatically modified to delete paragraph (A) below, and thereafter the process
set forth in paragraph (B) below shall be available to a holder of a valid Resident Access
Card when booking a tee time.
(A) The same process and ability to book a tee time as in
place as of the Effective Date of this Golf Course Covenant; and/or
(B) No less than one week in advance of the day of play,
blocks of reserved tee times representing no less than one-third (1/3) of all tee times
from the Golf Course's opening time until 1:00 p.m. each day the Golf Course is
open for play, reasonably and proportionately scheduled throughout that
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opening/1.00 p.m. time period, shall be made available to holders of valid Resident
Access Cards.
In the absence of a modified procedure approved by City, the time at which a tee
time may be booked shall commence at 6:00 a.m. on the day by which a reservation must
be made; for example, if the holder of a Resident Access Card wants to book a tee time
for a Saturday pursuant to the one (1)-week advance reservation provision in
Section 3.4.1(B) above, the earliest time at which to make that reservation would be
6:00 a.m. the Saturday before the Saturday of play.
Subject to the terms and conditions in this Section 3.4.1, the scheduling of tee
times, and the implementation of blocks of reserved tee times, shall follow or be similar
to the schedule matrix set forth in the Tee Time Block Schedule Example.
Notwithstanding anything to the contrary in this Golf Course Covenant, tournaments and
other similar group play shall take priority over other reservations, provided that the "one-
third (1/3) of all tee times" requirement described in paragraph (B) above is satisfied on a
monthly basis.
In the absence of a modified procedure approved by the City, tee times that have
been "blocked -off" for Resident Access Card holders, but have not been booked by a
Resident Access Card holder two (2) days prior to the date of play, may be made available
to the general public (including guests at the SilverRock Resort) on a first -come, first -
served basis.
19.4.2 Reduced Rate for Golf Course Play. The rate charged to each
holder of a valid Resident Access Card for each round of golf played at the Golf Course
(the "Resident Rate") shall be governed according to the following:
(A) In the absence of a different Resident Rate charged
pursuant to this Golf Course Covenant, the Resident Rate shall be the Resident
Base Rate.
(B) The Resident Rate shall not exceed, on any given day
the Golf Course is open for play, fifty percent (50%) of the actual combined rate
paid by hotel guests staying at any hotel at the SilverRock Resort Area and by the
general public (who are not holders of Resident Access Cards) for that same day
that the Golf Course is open for play, as determined by the Developer or operator
of the Golf Course (if not Developer) in their sole and absolute discretion; for
example (and example only), if the actual combined rate for hotel guests and
general public playing on March 1 of any given year is $100, the maximum Resident
Rate for that March 1 is $50. The fifty percent (50%) cap described in this
paragraph is referred to as the "Daily Resident Rate Cap." The Daily Resident
Rate Cap shall only apply for golf course play during the "prime season months"
from November 1 through March 31 of every year.
(C) Subject to the Daily Resident Rate Cap, the Resident
Rate may increase annually by a specified percentage (the "Resident Rate Annual
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Percentage Increase"). In the absence of a different annual percentage increase
approved by the City, the percentage increase shall not be more than a three
percent (3%) increase per year, unless the City and Developer agree to reset the
Resident Base Rate to a market rate at such time. For example (and example only)
if Resident Base Rate is $60, the following Resident Rates would apply for the
following years 1-10 to the extent the Resident Base Rate has not be reset to a
market rate by the mutual agreement of the City and Developer:
Season
YEAR
base
1
2
3
4
5
6
7
8
9
10
PEAK 3%
$ 60
$ 62
$ 64
$ 66
$ 68
$ 70
$ 72
$ 74
$ 76
$ 78
$ 81
SHOULDER 3%
$ 49
$ 50
$ 52
$ 54
$ 55
$ 57
$ 59
$ 60
$ 62
$ 64
$ 66
SUMMER 3%
$33
$34
$35
$36
$37
$38
$39
$41
$42
$43
$44
Notwithstanding the foregoing, prior to the conveyance of the Golf Course from the City
to the Developer, the City and Developer shall meet and in good faith agree upon a
maximum Resident Rate, taking into account the cost of capital improvements made or
to be made to the Golf Course by Developer.
(D) Subject to the Daily Resident Rate Cap, after the first
consecutive ten (10)-year period commencing from conveyance of all right, title,
and interest in the Golf Course from City to Developer or any successor in interest,
any increase in the Resident Rate starting in year 11 may not exceed the
percentage increase in the Consumer Price Index (or similar nationally recognized
inflationary index) (the "CPI") for All Urban Consumers, not seasonally adjusted, for
the Riverside -San Bernardino -Ontario statistical area (or subsequent similar index
for similar area in which City is located), averaged for the twelve (12) month period
commencing fifteen (15) months prior to the applicable ten-year adjustment date
and ending three (3) months prior to that applicable ten-year adjustment date (the
"Resident Rate Ten -Year Adjustment"). Each year after the Resident Rate Ten -
Year Adjustment, any annual increase in the Resident Rate may not exceed the
CPI.
(E) There shall be no "service charge," or any other amount
added to the Resident Rate permitted under this Covenant. In explanation of the
foregoing, there shall be no "weekend rate" or other kind of "service charge" added
to the Resident Rate.
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(F) For purposes of determining any increase or adjustment
to the Resident Rate, each year shall be based on a calendar year. The first day
on which any increase in the Resident Rate may occur is January 1, and for
purposes of any increase in the Resident Base Rate, the first day on which such an
increase may occur is January 1 of the year following the year of the Golf Course
Covenant Effective Date.
19.5 Collection and Receipt of Resident Rate Charges.
The owner of the Golf Course shall have the obligation to collect and right to keep
moneys charged at Resident Rates; provided, however, if the City owns the Golf Course
but contracts with Developer or a third party operator of the Golf Course for the
administration of the Resident Access Card process and program, Developer and/or the
third party operator of the Golf Course shall have the obligation to collect and right to keep
moneys charged at Resident Rates.
19.6 Additional Privileaes Permissible to Resident Access Card Holders.
Nothing in this Covenant prevents the owner of the City -Owned Golf Course
Property (or portion thereof) or manager of the Golf Course from granting additional
privileges to holders of valid Resident Access Cards, including but not limited to discounts
on food and merchandise available at the clubhouse.
20. DEFAULT AND REMEDIES.
20.1 City Rights.
In the event of failure by Developer or any successor in interest that has any
ownership interest in the Golf Course Covenant Properties (or any portion thereof) to
perform any material term or provision of this Golf Course Covenant, the City shall have
those rights and remedies provided in this Golf Course Covenant and shall have any and
all rights and remedies available at law or in equity, including but not limited to immediate
and permanent injunctive relief.
20.2 Notice and Cure of Default.
Upon the receipt of the notice of default by the City, the defaulting party shall
promptly commence to cure, correct, or remedy the identified default at the earliest
reasonable time after receipt of the notice of default and shall complete the cure,
correction or remedy of such default not later than thirty (30) days after receipt of the
notice of default, or, for such defaults that cannot reasonably be cured, corrected or
remedied within thirty (30) days, such Party shall commence to cure, correct, or remedy
such default within such thirty (30) day period, and shall continuously and diligently
prosecute such cure, correction or remedy to completion, provided that such cure,
correction or remedy is completed within ninety (90) days of the expiration of the initial
thirty (30) day cure period.
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21. MISCELLANEOUS
21.1 Notices, Demands and Communications Between the Parties.
Any approval, disapproval, demand, document or other notice ("Notice") which
either Party may desire to give to the other Party under this Golf Course Covenant must
be in writing and shall be sufficiently given if (i) delivered by hand, (ii) delivered by
reputable same -day or overnight messenger service that provides a receipt showing date
and time of delivery, or (iii) dispatched by registered or certified mail, postage prepaid,
return receipt requested, to the principal offices of City and Developer at the addresses
specified below, or at any other address as that Party may later designate by Notice.
To City: City of La Quinta
78-495 Calle Tampico
La Quinta, California 92253
Attn: City Manager
With a copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, California 92612
Attn: William H. Ihrke
Email: bihrke(@rutan.com
To Developer: TBE RE Acquisition Co II LLC
c/o Turnbridge Equities
4 Bryant Park, Suite 200
New York, New York 10018
Attention: General Counsel and Michael
Gazzano
Email: jw@turnbridgeeq.com and
mg@turnbridgeeq.com
with a copy to:
DLA Piper
1251 Avenue of the Americas
New York, New York 10020
Attention: Todd Eisner
Email: todd.eisner(a�us.dlapiper.com
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with a copy to:
Procopio
200 Spectrum Center Drive, Suite 1650,
Irvine, CA 92618
Attn: James Vaughn
Email: james.vaughn(a)_procopio.com
Any written notice, demand or communication shall be deemed received immediately if
personally delivered or delivered by delivery service, and shall be deemed received on
the third day from the date it is postmarked if delivered by registered or certified mail.
21.2 Force Maieure.
Notwithstanding any other provision set forth in this Golf Course Covenant to the
contrary, in no event shall a Party be deemed to be in Default of its obligations set forth
herein where delays or failures to perform are due to a Force Majeure, as defined in the
Reinstated Development Agreement. Notwithstanding anything to the contrary in this
Golf Course Covenant, an extension of time for any such cause shall only be for the
period of the enforced delay and shall commence to run from the time of the
commencement of the cause, if notice by the Party claiming such extension is sent to the
other Party within thirty (30) days of the commencement of the cure. Times of
performance under this Golf Course Covenant may also be extended in writing by the
mutual agreement of City and Developer.
21.3 Binding Effect.
This Golf Course Covenant, and all of the terms and conditions hereof, shall be
binding upon and inure to the benefit of the City, any subsequent owner of all or any
portion of the Golf Course Covenant Properties, and their respective assigns, heirs or
successors in interest, whether or not any reference to this Golf Course Covenant is
contained in the instrument by which such person acquired an interest in the Golf Course
Covenant Properties.
21.4 Third Partv Beneficiaries.
A holder of a valid Resident Access Card shall be deemed and is expressly a third
party beneficiary under this Golf Course Covenant, and shall have the right, but not the
obligation, to seek enforcement of this Golf Course Covenant's terms and conditions.
Except for the Parties to this Golf Course Covenant, which includes any successors in
interest, and holders of valid Resident Access Cards, no other persons or entities have
any right of action of any kind under this Golf Course Covenant.
21.5 Non -liability of City Officers and Employees.
No official, officer, employee, agent or representative of City, acting in his/her
official capacity, shall be personally liable for any loss, costs, damage, claim, liability, or
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judgment, arising out of or connection to this Golf Course Covenant, or for any act or
omission on the part of City.
21.6 Covenant Aaainst Discrimination.
Developer covenants by and for itself and any successors in interest that there
shall be no discrimination against or segregation of any person, or group of persons on
any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as
those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1)
of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the
sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, or
any part thereof, nor shall Developer, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the Property, or any part thereof. The foregoing
covenants shall run with the land.
21.7 Attorney's Fees and Costs for Prevailing Party.
If either Party to this Golf Course Covenant is required to initiate or defend, or is
made a party to, any action or proceeding in any way connected with this Golf Course
Covenant, 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.
21.8 Severability.
If any term or condition of this Golf Course Covenant is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Golf Course Covenant shall continue in full force and effect, to the extent that the
invalidity or unenforceability does not impair the application of this Golf Course Covenant
to condition the use of the Golf Course for a golf course and the Golf Course
Access/Operations Property to provide access and operations for use as a golf course.
21.9 Time.
Time is of the essence in the performance of this Golf Course Covenant and of
each and every term and condition hereof as to which time is an element.
21.10 Recitals & Exhibits Incorporated.
The Recitals to this Golf Course Covenant and all of the exhibits and attachments
to this Golf Course Covenant are, by this reference, incorporated into this Golf Course
Covenant and made a part hereof.
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21.11 Authority to Execute; Representations and Warranties.
Developer warrants and represents that (i) it is duly organized and existing, (ii) it is
duly authorized to execute and deliver this Golf Course Covenant, (iii) by so executing
this Golf Course Covenant, Developer is formally bound to the provisions of this Golf
Course Covenant, (iv) Developer's entering into and performance of its obligations set
forth in this Golf Course Covenant do not violate any provision of any other agreement to
which Developer is bound, and (v) there is no existing or threatened litigation or legal
proceeding of which Developer is aware which could prevent Developer from entering
into or performing its obligations set forth in this Golf Course Covenant.
21.12 City Approvals and Actions.
Whenever a reference is made in this Golf Course Covenant to an action or
approval to be undertaken by the City, the City Manager or his or her authorized designee
is authorized to act on behalf of the City unless this Golf Course Covenant specifically
provides otherwise, including but not limited to provisions in this Golf Course Covenant
when the City Council must review and take action, or the law requires otherwise. The
City Manager shall have the authority to implement this Golf Course Covenant, including
the authority to negotiate and sign on behalf of the City implementing agreements and
other documents, so long as the substantive provisions of this Golf Course Covenant are
maintained. Nothing in this Section limits or precludes the City Manager from presenting
to the Planning Commission and/or City Council, as applicable, for review and
consideration any matters to which the City Manager otherwise may act on behalf of City
pursuant to this Section.
21.13 Future Golf Covenant.
Pursuant to the Reinstated Development Agreement and that certain agreement
entitled Option to Purchase Real Property dated of or about even date as this Golf Course
Covenant by and between City and Developer (the "Phase 2 Property Option
Agreement"), Developer has an option to purchase certain real property that is part of
the SilverRock Resort Area and owned in fee by City, defined in the Reinstated
Development Agreement as the "Phase 2 Property" (also referred to as the "City -Owned
Option Property") on which the Golf Course Driving Range Property is located. City and
Developer acknowledge and agree that in the event Developer timely exercises the option
pursuant to the Phase 2 Property Option Agreement, a subdivision map may be
processed and recorded to subdivide the specific portion of the Phase 2 Property that
constitutes the Golf Course Driving Range Property improved with the Golf Course
Driving Range. Concurrently with, and as a condition to, City's conveyance of the Golf
Course Driving Range Property to Developer as part of the Phase 2 Property Option
Agreement, City and Developer shall execute and record against the newly subdivided
Golf Course Driving Range Property an amendment to this Golf Course Covenant (and
any other requested releases or terminations) that releases the portions of the Phase 2
Property that are not the newly subdivided Golf Course Driving Range Property, and
ensures that City residents continue to have access to the Golf Course Driving Range
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Property in a manner that is consistent with residents access to the Golf Course pursuant
to this Golf Course Covenant.
21.14 Governina Law.
The internal laws of the State of California shall govern the interpretation and
enforcement of this Covenant without regard to conflicts of law principles. Any action at
law or in equity brought by for the purpose of enforcing, construing, or interpreting the
validity of this Covenant or any provision hereof shall be brought in the Superior Court of
the State of California in and for the County of Riverside, or such other appropriate court
in said county.
21.15 Termination of Original Covenant.
On and after the Golf Course Covenant Effective Date, and pursuant to order from
the Bankruptcy Court, the Original Covenant (as defined above) shall be deemed
reinstated and amended as provided for in this Golf Course Covenant. Furthermore, City
covenants and agrees that the Original Covenant is no longer of any force and effect, and
on and after the Golf Course Covenant Effective Date, it is expressly understood and
agreed by the Parties that this Golf Course Covenant (along with all other agreements,
including the Reinstated Development Agreement, between City and Developer resulting
from the purchase and sale of the Phase 1A Property vis-a-vis the Bankruptcy Lawsuit)
governs the Golf Course Covenant Properties.
21.16 Counterpart Signature Pages.
For convenience the Parties may execute and acknowledge this Golf Course
Covenant in counterparts and when the separate signature pages are attached hereto,
shall constitute one and the same complete Golf Course Covenant.
[end — signature page follows]
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IN WITNESS WHEREOF, Developer and City have executed this Golf Course
Covenant as of the Golf Course Covenant Effective Date.
"DEVELOPER"
TBE RE Acquisition Co II LLC, a Delaware
limited liability company and affiliate of
Turnbridge Equities
Date: , 2025 By:
Its:
By:
Its:
"CITY"
CITY OF LA QUINTA, a California municipal
corporation and charter city
Date: , 2025 By:
Jon McMillen, City Manager
ATTEST:
Monika Radeva, City Clerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
[End of signatures]
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Riverside
On before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
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 my hand and official seal.
Signature
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of Riverside
On before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
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 my hand and official seal.
Signature
698/015610-0207
22736711.2 a09/05/25 EXHIBIT K
(Seal)
DRAFT VERSION
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EXHIBIT A-1
LEGAL DESCRIPTION OF LUXURY HOTEL PROPERTY
[to be inserted]
[possible include depiction on plotted parcel map]
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EXHIBIT A-2
LEGAL DESCRIPTION OF PUBLIC GOLF CLUBHOUSE PROPERTY
[to be inserted]
[possible include depiction on plotted parcel map]
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EXHIBIT B
LEGAL DESCRIPTION OF CITY -OWNED GOLF COURSE PROPERTY
[to be inserted]
[possible include depiction of parcels on plotted parcel map]
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EXHIBIT C
SITE MAPS
(Attached)
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GENERAL SITE MAP
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT K
Residential SF
Bronoed 29lot!
Avg lot SF: 14,'
Luxum Hotel
0 keys'. 150
Spa SF 21.000
SF,24,800
■ Lmun
Brands
8 Clut
&and.
v Public
1� 7
L ' Phase
ar.
'— %
L , Phase
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ANNOTATED SITE MAP
(2025 SilverRock Master Plan)
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT K
Golf Clubhouse
Clubhouse 16.200sl
Hotel Banquet / 80H
Banquet 21,600st
BOH: 26.0005f
Condominium
60 Condov l0 bldgs./
Clubhouse
Avg SF: 3.500
tesidential SFR
Q lots
lvg Lot SF: 20k (16k-24k)
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
PHASE 1A DETAILED SITE MAP
(2025 SilverRock Master Plan)
` Calf aClubhouse
vl�
Hotel BaoQuet
`
121,6003f)
29 lots
Spa
i.
y� •
r
�_
121.0000
Ah
Is
Adult Pooh e
� 1
New Guest
I�f
Rooms 116 rooms
Lobby
B idling
Ua,800sf:
Family Pool
usury Motl el
k ,150 keys lotal
[Site Maps Continue on Next Page]
698/015610-0207
22736711.1 a09/05/25 EXHIBIT K
Luxury Hotel
&anded Condommtums
8 Clubhouse
fronded single Fomny
PubI1C Golf Clubhouse
PAl -Gott Course
(.nannpj
PA2 - Luxury Brand,
23 tota)
PA3- Luxury HotN
(154 Nest rooms, It
restsvent., rete il,
Roll etc. tot.1..0 2
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PLANNING COMMISSION PUBLIC HEARING DRAFT
SITE MAP BY PLANNING AREAS (PAs)
(2025 SilverRock Master Plan)
[End of Site Maps]
698/015610-0207
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- Pntitic GM Clutibou..
Boo.11
- Lmmury Not.l Banqu.t 6
k o1 Mou.. Functions
tqu.t 25.000.f)
H: 30,000.f)
- Luxury Branded Condomrnrums
units)
tdent Ctutinou..6 F...W s
000s11
-Luxury 0,.nd.d R—d.nc..
.1.)
- Futur. Golf, R..rd.mul,
Canm.ro.l
hot. p—t. �.11 �..,r... 253
d.ntt.l .r.d 40.0000
.m. .11
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
EXHIBIT D
TEE TIME BLOCK SCHEDULE EXAMPLE
Time
Player 1
Player 2
Player 3
Player 4
7:00
7�08
7:15
723
7:30
Resident Block
7:38
7:4
7�53
8:00
Starter Time
8:08
8:15
8:23
9:30
8:38
Resident Block
8:45
9:00
9-08
9:15
9:23
9:30
9:38
991S
10:00
10:08
10:15
i
10:73
10.30
10:38
10:4s
Resident Block
1053
11:00
Starter Time
11:08
11:1s
1L•23
11:30
11:38
11.45
12.00
12:08
MIS
Resident Block
1223
12:30
12:38
12:45
1-00
1-08
1:15
1:23
Tee Sheet Open @ 1:00 p.m.
1:30
1:38
1:45
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EXHIBIT L
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
[ attached ]
698/015610-0207
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DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Citv Manaaer
Exempt From Recording Fee Pursuant to Government Code § 27383
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Assignment") is entered into
this day of by and between , a limited
liability company [TBE RE ACQUISITION CO II LLC, a Delaware limited liability
company] [OR, INSERT OTHER TURNBRIDGE ENTITY] and affiliate of
Turnbridge Equities ("Assignor") and , a
("Assignee") with reference to the
following:
RECITALS
A. Assignor is the owner in fee simple of certain real property located at the
southwest intersection of Jefferson Street and Avenue 52 in the City of La Quinta,
California (the "Site"). The Site is more particularly described on Exhibit A, which
is attached hereto and incorporated herein by this reference.
B. On the Assignor and the City of La Quinta, a
California municipal corporation and charter city ("City") entered into that certain
Development Agreement, which was recorded against the [Site or Development
Property] in the Official Records of the County of Riverside on
2025, as Instrument No. (the
"Development Agreement").
C. Pursuant to the terms of the Development Agreement, the Site was to be
used for a (the "Project").
D. City and Assignor further entered into that certain
[insert other applicable documents
encumbering the Site, such as Option Agreement, Agreement to Share
Transient Occupancy Tax Revenue, and/or Agreement Containing
Covenants, Conditions, and Restrictions Affecting Real Property] (collectively
with the Development Agreement, the "Project Agreements").
E. Assignor now desires to transfer the Site to Assignee, and concurrently
therewith, to transfer to Assignee all of Assignor's rights and responsibilities under
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the Project Agreements [to the extent that such rights and responsibilities relate to
the Site].
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
incorporated herein by this reference, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows..
Assignor hereby assigns to Assignee all of Assignor's rights and
responsibilities under the terms of the Project Agreements, [but only to the
extent that such rights and responsibilities arise from the ownership of the
Project and/or Site] from and after the "Effective Date" (as that term is
defined in Section 4 below) of this Assignment (collectively, the "Assigned
Rights and Obligations").
2. Assignee hereby accepts the foregoing assignment of the Assigned Rights
and Obligations, and agrees to be bound by the terms of the Project
Agreements [to the extent that such terms affect or are affected by
ownership of the Site].
3. The parties hereto acknowledge and agree that Assignee shall not be
responsible for any of the obligations of the Project Agreements which arise
from ownership of any portion of the Site and which arise prior to the
Effective Date hereof. As such, a default by Assignor under any of the
Project Agreements prior to the Effective Date hereof ("Assignor's Default")
shall not be deemed a default by Assignee, and Assignor shall indemnify,
defend and hold harmless Assignee from any and all losses, claims or
liability, including without limitation reasonable attorneys' fees and costs,
arising from an Assignor's Default. A default by Assignee under any of the
Project Agreements with respect to the Site after the Effective Date hereof
("Assignee's Default") shall not be deemed a default by Assignor, and
Assignee shall indemnify, defend and hold harmless Assignor from any and
all losses, claims or liability, including without limitation reasonable
attorneys' fees and costs, arising from an Assignee's Default.
4. This Assignment shall be deemed effective upon the last of the following
events to occur: (a) conveyance of the Site to Assignee as evidenced by
the recording of the grant deed therefor in the Official Records of the County
of Riverside, California, and (b) the written consent to this Assignment by
the City with respect to the Assigned Obligations arising under the Project
Agreements (herein referred to as the "Effective Date").
5. Except as otherwise described in paragraph 4 above, the parties hereto
each warrant and represent that they have taken all necessary corporate
action to authorize the execution and performance of this Assignment and
that the individuals executing this document on behalf of the parties are
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authorized to do so, and by doing so, create binding obligations as
described herein of the party represented.
6. This Assignment shall be governed by the internal laws of the State of
California, without regard to conflict of law principles.
7. This Assignment may be signed in counterparts which, when signed by both
parties hereto, shall constitute a binding agreement.
[End — Signature page follows]
698/015610-0207
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WHEREFORE, the parties hereto have executed this Assignment on the
date first written above.
"ASSIGNOR"
TBE RE ACQUISITION CO II LLC, a
Delaware limited liability company, and
affiliate of Turnbridge Equities
Date: 120 By:Its:
By:
Its:
"ASSIGNEE"
in
Date: 120
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CONSENT
By execution below, the City hereby consents to the foregoing assignment.
CITY OF LA QUINTA, a California
municipal corporation and charter city
Date: 20 By:
Its:
ATTEST:
City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
City Attorney
City Manager
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EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
[ attachment to Assignment and Assumption Agreement ]
698/015610-0207
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EXHIBIT M
SHORT-TERM VACATION RENTAL REGULATIONS
For Reference Purposes Only — See Agreement
[Attached]
EXHIBIT M
DRAFT VERSION
PLANNING COMMISSION PUBLIC HEARING DRAFT
Title 3 - REVENUE AND FINANCE
Chapter 3.25 SHORT-TERM VACATION RENTALS
Chapter 3.25 SHORT-TERM VACATION RENTALS
3.25.010 Title.
This chapter shall be referred to as the "Short -Term Vacation Rental Regulations."
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 § 1(Exh. A), 12-15-2020; Ord. 572 § 1,
2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
3.25.020 Purpose.
A. The purpose of this chapter is to establish regulations for the use of privately owned residential dwellings as
short-term vacation rentals that ensure the collection and payment of transient occupancy taxes (TOT) as
provided in Chapter 3.24 of this code, and minimize the negative secondary effects of such use on
surrounding residential neighborhoods.
B. This chapter is not intended to provide any owner of residential property with the right or privilege to violate
any private conditions, covenants and restrictions applicable to the owner's property that may prohibit the
use of such owner's residential property for short-term vacation rental purposes as defined in this chapter.
C. The requirements of this chapter shall be presumed to apply to any residential dwelling that has received a
short-term vacation rental permit. A rebuttable presumption arises that, whenever there is an occupant(s),
paying rent or not, of a residential dwelling that has received a short-term vacation rental permit, the
requirements of this chapter shall apply, including but not limited to any suspension or other modifications
imposed on a short-term vacation rental permit as set forth in this chapter. The city manager or authorized
designee shall have the authority to implement any necessary or appropriate policies and procedures to
apply the rebuttable presumption set forth in this section.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. No. 607, Exh. A, 12-5-2023; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 §
1(Exh. A), 12-15-2020; Ord. 572 § 1, 2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
3.25.030 Definitions.
For purposes of this chapter, the following words and phrases shall have the meaning respectively ascribed to
them by this section:
"Advertise," "advertisement " "advertising, "publish," and "publication" mean any and all means, whether verbal or
written, through any media whatsoever whether in use prior to, at the time of, or after the enactment of the
ordinance adding this definition, used for conveying to any member or members of the public the ability or
availability to rent a short-term vacation rental unit as defined in this section, or used for conveying to any
member or members of the public a notice of an intention to rent a short-term vacation rental unit as defined in
this section. For purposes of this definition, the following media are listed as examples, which are not and shall not
be construed as exhaustive: verbal or written announcements by proclamation or outcry, newspaper
advertisement, magazine advertisement, handbill, written or printed notice, printed or poster display, billboard
display, e-mail or other electronic/digital messaging platform, electronic commerce/commercial Internet websites,
and any and all other electronic media, television, radio, satellite -based, or Internet website.
La Quinta, California, Municipal Code
(Supp. No. 7 Upd 2)
Page 1 of 21
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"Applicable laws, rules and regulations" means any laws, rules, regulations and codes (whether local, state or
federal) pertaining to the use and occupancy of a privately owned dwelling unit as a short-term vacation rental.
"Applicant" means the owner of the short-term vacation rental unit.
"Authorized agent or representative" means a designated agent or representative who is appointed by the owner
and is also responsible for compliance with this chapter with respect to the short-term vacation rental unit.
"Booking transaction" means any reservation or payment service provided by a person or entity who facilitates a
home -sharing or vacation rental (including short-term vacation rental) transaction between a prospective
occupant and an owner or owner's authorized agent or representative.
"City manager" means that person acting in the capacity of the city manager for the City of La Quinta or authorized
designee.
"Declaration of non-use" means the declaration described in Section 3.25.050.
"Dwelling" has the same meaning as set forth in Section 9.280.030 (or successor provision, as may be amended
from time to time) of this code; "dwelling" does not include any impermanent, transitory, or mobile means of
temporary lodging, including but not limited to mobile homes, recreational vehicles (RVs), car trailers, and camping
tents.
"Estate home" is defined as a single-family detached residence with five (5) or more bedrooms, subject to
evaluation criteria and inspection of the property pursuant to Section 3.25.060(D)(1). An estate home is a sub -type
of short-term vacation rental unit and shall be subject to a general short-term vacation rental permit, primary
residence short-term vacation rental permit, or homeshare short-term vacation rental permit, as applicable,
pursuant to this chapter.
"General short-term vacation rental permit" is a type of short-term vacation rental permit that is neither a
homeshare short-term vacation rental permit nor a primary residence short-term vacation rental permit.
"Good neighbor brochure" means a document prepared by the city that summarizes the general rules of conduct,
consideration, and respect, including, without limitation, provisions of this code and other applicable laws, rules or
regulations pertaining to the use and occupancy of short-term vacation rental units.
"Homeshare short-term vacation rental permit" is a type of short-term vacation rental permit whereby the owner
hosts visitors in the owner's dwelling, for compensation, for periods of thirty (30) consecutive calendar days or
less, while the owner lives on -site and in the dwelling, throughout the visiting occupant's stay.
"Hosting platform" means a person or entity who participates in the home -sharing or vacation rental (including
short-term vacation rental) business by collecting or receiving a fee, directly or indirectly through an agent or
intermediary, for conducting a booking transaction using any medium of facilitation, including but not limited to
the Internet.
"Large lot" means a single "parcel," as defined in Section 9.280.030 (or successor provision, as may be amended
from time to time) of this code, that meets all of the criteria set forth in subsection (A) of Section 3.25.057.
"Local contact person" means the person designated by the owner or the owner's authorized agent or
representative who shall be available twenty-four (24) hours per day, seven (7) days per week with the ability to
respond to the location within thirty (30) minutes for the purpose of: (1) taking remedial action to resolve any
complaints; and (2) responding to complaints regarding the condition, operation, or conduct of occupants of the
short-term vacation rental unit. A designated local contact person must obtain a business license otherwise
required by Sections 3.24.060 and 3.28.020 (or successor provisions, as may be amended from time to time) of this
code.
(Supp. No. 7 Upd 2)
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"Management company" means any individual or entity, whether for profit or nonprofit, and regardless of entity
type, such as a limited liability company, corporation, or sole proprietorship, that is retained by an owner to be the
owner's authorized agent or representative, or is the owner of a short-term vacation rental unit subject to this
chapter, and is engaged in or represents itself to be engaged in the business of managing real property.
"Multi -unit lock -off STVR unit" means a specific design and construction of a single-family detached dwelling or
multi -family attached unit(s) dwelling, which construction is designed to allow sections of such dwelling to be
locked -off and separated into individual stand-alone units and meets one (1) or more of the exemptions set forth
in Section 3.25.055. The design and construction of a multi -unit lock -off STVR unit provides at a minimum for:
a) Independent living facilities within the space secured by a lock -off door(s),
b) Separate access to the exterior area(s) and public right-of-way without the need to enter or walk through
the primary living area of the dwelling or other lock -off STVR units, and
c) Permanent provisions for sleeping and sanitation (bathroom) within the space secured by a lock -off
door(s).
Examples of multi -unit lock -off STVR units include a dwelling that has "hotel- or motel -like" exterior access door(s)
and interior security door(s) that can be secured from either side between two (2) stand-alone units where each
stand-alone unit has the ability to secure itself from the other adjacent unit; or, a two (2)-story dwelling (such as a
two (2)-story duplex) in which the first floor and second floor are separate lock -off STVR units, and the first and
second floors each have their own independent exterior access to the exterior areas and public right-of-way. A
multi -unit lock -off STVR unit is a sub -type of short-term vacation rental unit and shall be subject to a general short-
term vacation rental permit or primary residence short-term vacation rental permit, as applicable, pursuant to this
chapter.
"Notice of permit modification, suspension or revocation" means the notice the city may issue to an applicant,
authorized agent or representative, local contact person, occupant, owner, responsible person, or any other
person or entity authorized to be issued such notice under this code for a short-term vacation rental unit, upon a
determination by the city of a violation of this chapter or other provisions of this code relating to authorized uses
of property subject to this chapter.
"Occupant" means any person(s) occupying the dwelling at any time.
"Owner" means the person(s) or entity(ies) that hold(s) legal and/or equitable title to the subject short-term
vacation rental unit.
"Primary residence" means a dwelling where an owner spends the majority of the calendar year on the property
used as a short-term vacation rental unit, and the property is identified in the Riverside County assessor's record as
the owner's primary residence.
"Primary residence short-term vacation rental permit" is a type of short-term vacation rental permit whereby the
short-term vacation rental unit is the owner's primary residence, as defined herein in this section.
"Property" means a residential legal lot of record on which a short-term vacation rental unit is located.
"Qualified and certified large lot" has the meaning as set forth in Section 3.25.057.
"Rent" has the same meaning as set forth in Section 3.24.020 (or successor provision, as may be amended from
time to time) of this code.
"Rental agreement" means a written or verbal agreement for use and occupancy of a privately -owned residential
dwelling that has been issued a short-term vacation rental permit, including a dwelling that may have a permit
which has been or is under suspension.
"Responsible person" means the signatory of an agreement for the rental, use and occupancy of a short-term
vacation rental unit, and/or any person(s) occupying the short-term vacation rental unit without a rental
(Supp. No. 7 Upd 2)
Page 3 of 21
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agreement, including the owner(s), owner's authorized agent(s) or representative(s), local contact(s), and their
guests, who shall be an occupant of that short-term vacation rental unit, who is at least twenty-one (21) years of
age, and who is legally responsible for ensuring that all occupants of the short-term vacation rental unit and/or
their guests comply with all applicable laws, rules and regulations pertaining to the use and occupancy of the
subject short-term vacation rental unit.
"Short-term vacation rental permit" means a permit that permits the use of a privately owned residential dwelling
as a short-term vacation rental unit pursuant to the provisions of this chapter, and which incorporates by
consolidation a transient occupancy permit and a business license otherwise required by Sections 3.24.060 and
3.28.020 (or successor provisions, as may be amended from time to time) of this code. A short-term vacation
rental permit is one (1) of the following types: (1) general short-term vacation rental permit, (2) primary residence
short-term vacation rental permit, or (3) homeshare short-term vacation rental permit, as defined in this section.
"Short-term vacation rental unit" means a privately owned residential dwelling, such as, but not limited to, a
single-family detached or multiple -family attached unit, apartment house, condominium, cooperative apartment,
duplex, or any portion of such dwellings and/or property and/or yard features appurtenant thereto, rented for
occupancy and/or occupied for dwelling, lodging, or any transient use, including but not limited to sleeping
overnight purposes for a period of thirty (30) consecutive calendar days or less, counting portions of calendar days
as full days, by any person(s) with or without a rental agreement.
"STVR" may be used by city officials as an abbreviation for "short-term vacation rental."
"Subtenant" means any person subject to, or claiming to be subject to, an arrangement in which a privately owned
residential dwelling, rented to a lawful occupant, is in turn sub -rented or sub -leased by that lawful occupant to
another person or third party, where said arrangement allows for the use and/or occupancy of the dwelling,
whether or not said arrangement is with or without a rental agreement.
"Suspension" means that short-term vacation rental permit that is suspended pursuant to Section 3.25.090.
"Tenant" or "transient "for purposes of this chapter, means any person, including any Subtenant, who seeks to
rent or who does rent, or who occupies or seeks to occupy, for thirty (30) consecutive calendar days or less, a
short-term vacation rental unit.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. No. 607, Exh. A, 12-5-2023; Ord. 595 § 1(Exh. A), 6-15-2021; Ord. 590 §
1(Exh. A), 3-16-2021; Ord. 586 § 1(Exh. A), 12-15-2020; Ord. 572 § 1, 2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
3.25.040 Authorized agent or representative.
A. Except for the completion of an application for a short-term vacation rental permit and business license, the
owner may designate an authorized agent or representative to ensure compliance with the requirements of
this chapter with respect to the short-term vacation rental unit on his, her or their behalf. Nevertheless, the
owner shall not be relieved from any personal responsibility and personal liability for noncompliance with
any applicable law, rule or regulation pertaining to the use and occupancy of the subject short-term vacation
rental unit, regardless of whether such noncompliance was committed by the owner's authorized agent or
representative or the occupants of the owner's short-term vacation rental unit or their guests.
B. The owner shall be the applicant for and holder of a short-term vacation rental permit and business license
and shall not authorize an agent or a representative to hold a short-term vacation rental permit and business
license on the owner's behalf. The owner's authorized agent or representative may submit an application on
behalf of the owner pursuant to Section 3.25.060, but the owner's signature is required on all short-term
vacation rental application forms, and the city may prescribe reasonable requirements to verify that an
applicant or purported owner is the owner in fact.
(Supp. No. 7 Upd 2)
Page 4 of 21
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PLANNING COMMISSION PUBLIC HEARING DRAFT
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 § 1(Exh. A), 12-15-2020; Ord. 572 § 1,
2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
3.25.050 Short-term vacation rental permit —Required.
A. The owner is required to obtain a short-term vacation rental permit and a business license from the city
before the owner or the owner's authorized agent or representative may rent or advertise a short-term
vacation rental unit. No short-term vacation rental use may occur in the city except in compliance with this
chapter. No property in the city may be issued a short-term vacation rental permit or used as a short-term
vacation rental unit unless the property is a residential dwelling that complies with the requirements of this
chapter.
B. A short-term vacation rental permit and business license shall be valid for one (1) year and renewed on an
annual basis in order to remain valid.
1. A short-term vacation rental permit and business license renewal application should be submitted sixty
(60) calendar days prior to the permit's expiration date, but no later than the permit's expiration date.
Failure to renew a short-term vacation rental permit as prescribed in this section may result in the short-
term vacation rental permit being terminated.
2. A new owner of a property (or a new person and/or new entity that owns or controls a business or
organization or other entity of any kind, such as a limited liability company, which is the owner of a
property) previously operated as a short-term vacation rental unit by the former owner (or by a former
person or entity that owned or controlled the business or organization or other entity of any kind that
continues to be the owner of the property) may not renew the previous owner's short-term vacation
rental permit and shall apply for a new short-term vacation rental permit, pursuant to this chapter, if the
new owner (or new person and/or new entity that owns or controls a business or organization or other
entity of any kind that continues to be the owner of a property) wants to continue to use the residential
dwelling as a short-term vacation rental unit. For purposes of this subsection, a transfer of a short-term
vacation rental unit with a valid short-term vacation rental permit resulting from any of the following shall
not be deemed a transfer to a new owner which would otherwise trigger the requirement to apply for
and obtain a new short-term vacation rental permit:
(a) Transfers to an entity of any kind, such as a limited liability company or a trust, where the member(s)
of the entity or beneficiary(ies) of the trust is(are) the owner(s) of the real property with a valid short-
term vacation rental permit, and the proportionate interest(s) of the owner(s) are the same for the
real property placed in the entity.
(b) Transfers that take effect upon the death of an owner to an heir designated by the owner (by devise,
bequest, or similar transfer upon death) who is any of the following: (i) surviving spouse or domestic
partner; or (ii) surviving sibling related by blood or in law, such as a brother, sister, brother-in-law,
sister-in-law, step -brother, or step -sister; or (iii) surviving parent or grandparent by blood or in law,
such as a mother, father, mother-in-law, father-in-law, step -mother, step -father, grandmother,
grandfather, grandmother -in-law, grandfather -in-law, step -grandmother, or step -grandfather; (iv)
surviving child or grandchild, such as a daughter, son, daughter-in-law, son-in-law, step -daughter,
step -son, granddaughter, grandson, granddaughter -in-law, grandson -in-law, step -granddaughter, or
step -grandson.
(c) Transfers to a trust with the beneficiary(ies) identified as an heir described in subsection B(2)(b)
above.
3. If an owner or an owner's authorized agent or representative, pursuant to all applicable laws, constructs
additional bedrooms to an existing residential dwelling or converts non -bedroom spaces and areas in an
existing residential dwelling into additional bedrooms, the owner or owner's authorized agent or
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representative shall notify the city and update the short-term vacation rental unit's online registration
profile upon city approval of the addition or conversion so that the city may confirm that such conversion
is consistent with this chapter and the code, including all applicable provisions in Title 8 of the code, and
reissue the short-term vacation rental permit so that it accurately identifies the number of approved
bedrooms, if the owner wants to continue to use the dwelling as a short-term vacation rental unit. The
city may conduct an on -site inspection of the property to verify compliance with this chapter and the
code. Code compliance inspections may be billed for full cost recovery at one (1) hour for initial inspection
and in thirty (30)-minute increments for each follow-up inspection pursuant to subsection D. For purposes
of this chapter, "reissue" or "reissuance" of a short-term vacation rental permit means a permit that is
reissued by the city, with corrected information, as applicable, to be valid for the balance of the existing
one (1)-year permit and license period.
C. A short-term vacation rental permit and business license shall be valid only for the number of bedrooms in a
residential dwelling equal to the number of bedrooms the city establishes as eligible for listing as a short-
term vacation rental unit. The allowable number of bedrooms shall meet all applicable requirements under
federal, state and city codes, including, but not limited to, the provisions of Section 9.50.100 (or successor
provision, as may be amended from time to time) governing "additional bedrooms" and all applicable
building and construction codes in Title 8 of this code. A short-term vacation rental permit shall not be issued
for, or otherwise authorize the use of, additional bedrooms converted from non -bedroom spaces or areas in
an existing residential dwelling except upon express city approval for the additional bedrooms in compliance
with this code, including Section 9.50.100 (or successor provision, as may be amended from time to time),
and upon approval of an application for a new or renewed short-term vacation rental permit as provided in
subsection B.
D. A short-term vacation rental permit and business license shall not be issued, and may be suspended or
permanently revoked, if the property, or any building, structure, or use or land use on the property is in
violation of this code. The city may conduct an inspection of the property prior to the issuance or renewal of
a short-term vacation rental permit and/or business license. Code compliance inspections may be billed for
full cost recovery at one (1) hour for initial inspection and in thirty (30)-minute increments for each follow-up
inspection. For purposes of this subsection, a code violation exists if, at the time of the submittal of an
application for a new or renewed short-term vacation rental permit or business license, the city has
commenced administrative proceedings by issuing written communication and/or official notice to the
owner or owner's authorized agent or representative of one (1) or more code violations. For purposes of this
chapter, "building," "structure," and "use or land use" have the same meanings as set forth in Section
9.280.030 (or successor provisions, as may be amended from time to time) of this code.
E. A short-term vacation rental permit and business license shall not be issued or renewed, and may be
suspended or permanently revoked, if any portion of transient occupancy tax has not been reported and/or
remitted to the city for the previous calendar year by the applicable deadline for the reporting and/or
remittance of the transient occupancy tax.
A short-term vacation rental permit and business license shall not be issued or renewed, and may be
suspended or permanently revoked, if the residential dwelling to be used as a short-term rental unit lacks
adequate on -site parking. For purposes of this subsection, "adequate on -site parking" shall be determined by
dividing the total number of occupants commensurate with the approved number of bedrooms as provided
in the table under Section 3.25.070 by four (4), such that the ratio of the maximum allowed number of
overnight occupants to on -site parking spots does not exceed four to one (4:1). For example, a residential
dwelling with five (5) bedrooms may permissibly host a total number of ten (10) to twelve (12) overnight
occupants and therefore requires three (3) on -site parking spots. On -site parking shall be on an approved
driveway, garage, and/or carport areas only in accordance with Section 3.25.070(R), and no more than two
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(2) street parking spots may count towards the number of on -site parking spots necessary to meet the
"adequate on -site parking" requirement under this subsection.
G. An owner or owner's authorized agent or representative who claims not to be operating a short-term
vacation rental unit or who has obtained a valid short-term vacation rental permit and business license
pursuant to this chapter, may voluntarily opt -out of the requirements of this chapter, prior to the issuance or
expiration of a short-term vacation rental permit and business license that are applicable to the short-term
vacation rental unit, only upon the owner, the owner's authorized agent or representative and/or the
owner's designated local contact person submitting a written request or executing, under penalty of perjury,
a declaration of non-use as a short-term vacation rental unit, in a form prescribed by the city (for purposes of
this chapter, a "declaration of non-use"). Upon the receipt and filing with the city a written request or a fully
executed declaration of non-use, the short-term vacation rental permit and business license shall be closed
and the owner or owner's authorized agent or representative shall be released from complying with this
chapter as long as the property is not used as a short-term vacation rental unit. Use of the property as a
short-term vacation unit after the city's receipt and filing of a written request or a declaration of non-use is a
violation of this chapter. If, after a written notice or a declaration of non-use has been received and filed with
the city, the owner or owner's authorized agent or representative wants to use that property as a short-term
vacation rental unit, the owner may apply for a new short-term vacation rental permit and business license
only after twelve (12) consecutive months have elapsed from the date of the city's receipt of the written
notice or the declaration of non-use, and the owner and owner's authorized agent or representative
otherwise shall fully comply with the requirements of this chapter and the code.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. 611, § 1(Exh. A), 3-19-2024; Ord. No. 607, Exh. A, 12-5-2023; Ord. 595 §
1(Exh. A), 6-15-2021; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 § 1(Exh. A), 12-15-2020; Ord. 577 § 1, 2019; Ord.
572 § 1, 2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
3.25.055 Non -issuance of new short-term vacation rental permits; periodic council review.
A. Commencing May 20, 2021, which is the effective date of Ordinance No. 596 which added this section, there
shall be no processing of, or issuance for, any applications for a new short-term vacation rental permit,
required by this chapter to use or operate a short-term vacation rental unit in the city, except applications
for a new a short-term vacation rental permit covering a short-term vacation rental unit that meets one (1)
or more of the following:
1. A residential dwelling within a residential project located in the CT Tourist Commercial District zone, as
defined in Section 9.70.070 (or successor section) of this code and depicted in the city's official zoning
map.
2. A residential dwelling within a residential project located in the VC Village Commercial District zone, as
defined in Section 9.70.100 (or successor section) of this code and depicted in the city's official zoning
map.
3. A residential dwelling within a residential project subject to a development agreement with the city, or
subject to a condition of approval(s) attached to any entitlement approved by the city (including but not
limited to a specific plan, subdivision map, or site development permit), pursuant to which short-term
vacation rentals are a permitted use, and the residential dwelling's use as a short-term vacation rental is
authorized under a declaration of covenants, conditions, and restrictions (CC&Rs), for the residential
project.
4. A residential dwelling within the area covered by the SilverRock Resort Specific Plan or the Estates at
Griffin Lake Specific Plan.
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5. A residential dwelling is located adjacent to the CTTourist Commercial District zone, as defined in Section
9.70.070 and depicted in the city's official zoning map, and within the following boundaries; west of
Avenida Obregon, south of the Avenida Fernando, east of Calle Mazatlan, and north of the driveway
access between Calle Mazatlan and Avenida Obregon that serves as a southern boundary for the La
Quinta Tennis Villas/Tennis Condos area identified on page 25 of the La Quinta Resort Specific Plan, 121
E—Amendment 5 (as may be subsequently amended from time to time). For purposes of this subsection,
"adjacent to" means across the street from or accessible by a driveway or service road designed to
provide access to area(s) within the CT Tourist Commercial District zone.
B. The city manager or authorized designee shall have the authority to implement policies or procedures to
review and verify whether an application for a new short-term vacation rental permit meets the criteria set
forth in this section.
C. This section shall not apply to applications for a homeshare short-term vacation rental permit or applications
for a renewal of an existing short-term vacation rental permit and business license, submitted in compliance
with this chapter, including when the short-term vacation rental permit is under suspension during the time
for processing the renewal application. Applications for renewals must be submitted as prescribed by this
chapter. Any short-term vacation rental unit, covered by a permit that is subject to an application for
renewal, which is under temporary suspension in violation of this chapter or any other provisions of this
code, shall not become permitted to use the dwelling as a short-term vacation rental unit until all violations
that led to the temporary suspension have been remedied and the suspension has expired. Any revoked
short-term vacation rental permit shall not be eligible for renewal or new short-term vacation rental permit.
D. The city council shall periodically review the impacts or effects, if any, caused by the non -issuance of new
short-term vacation rental permits set forth in this section. The city manager or authorized designee shall
prepare a report assessing impacts or effects, if any, for the council to review at a regular or special meeting.
E. Commencing on January 4, 2024, which is the effective date of Ordinance No. 607 adding this subsection (E),
this section may not be amended by the city council, except by no less than four -fifths (%) majority vote of
the city council.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. No. 607, Exh. A, 12-5-2023; Ord. 596 § 2, 2021; Ord. 595 § 1(Exh. A), 6-15-
2021; Ord. 591 § 1(Exh. A), 4-20-2021)
3.25.057 Large Lots; exemption from non -issuance of new short-term vacation rental permits.
A. If none of the exemptions in subsection (A) or (C) of Section 3.25.055 of this code applies, the owner of a
large lot may voluntarily submit to the city an application and request to be exempted from the non -issuance
of new short-term vacation rental permits set forth in Section 3.25.055 only if, at the time of submittal of an
application for exemption pursuant to this section, all of the following criteria are met:
1. The "lot area," as defined in Section 9.280.030 (or successor provision, as maybe amended from time to
time) of this code, is comprised of a single parcel that is no less than twenty-five thousand (25,000) square
feet;
2. The single parcel has at least one (1) existing dwelling, as defined in this chapter, in use or available for
use;
3. The single parcel is not, nor will the single parcel ever be for the duration of the period of any qualified
exemption under this section, subject to a subdivision under the subdivision map act in Division 2
(commencing with Section 64410) of Title 7 of the California Government Code or under Title 13 of this
code (or successor provisions, as may be amended from time to time);
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4. The single parcel is not, nor will the single parcel ever be for the duration of the period of any qualified
exemption under this section, subject to a reduction in the square footage of the lot area by lot line
adjustment, parcel merger, or other action that creates a legal parcel under the subdivision map act in
Division 2 (commencing with Section 64410) of Title 7 of the California Government Code or under Title
13 of this code (or successor provisions, as may be amended from time to time);
5. If the single parcel is within a residential project governed by a homeowners association, the use of the
single parcel as a short-term vacation rental unit is authorized under the homeowners association's
covenants, conditions, and restrictions (CC&Rs) and any other applicable governing documents for the
residential project governed by the homeowners association;
6. Use of the single parcel as a short-term vacation rental unit is not prohibited or otherwise inconsistent
with any recorded instruments governing the use of the single parcel; and
7. The single parcel has adequate on -site parking pursuant to this chapter for use as a short-term vacation
rental unit.
B. Subject to the application and review provisions in this section, if the city determines the single parcel meets
the criteria of a large lot to be exempted from the non -issuance of new short-term vacation rental permits
that otherwise applies pursuant to Section 3.25.055, the provisions regarding the non -issuance of new short-
term vacation rental permits in Section 3.25.055 shall no longer apply to, or be applicable as long as the
single parcel meets the criteria in this section, to the large lot upon certification by the city that the criteria
set forth in this section have been met.
1. Upon certification by the city that the criteria in this section have been met, then the single parcel shall be
identified as a "qualified and certified large lot" for purposes of this section and this chapter.
2. Upon certification by the city of the single parcel as a qualified and certified large lot pursuant to this
section, an owner of a residential dwelling within a qualified and certified large lot may apply for a new
short-term vacation rental permit pursuant to this chapter and shall be subject to the same requirements
of any other short-term vacation rental permit application, use, and operation governed by this chapter.
3. The city may impose any necessary or proper conditions of approval with the certification of a single
parcel as a large lot pursuant to this section, including conditions that would terminate the exemption
from compliance with Section 3.25.055 if the large lot is subdivided or used in violation of the
requirements of this section. Additionally, the city may require as a condition of approval that the owner
of the qualified and certified large lot execute a land use covenant, in a form approved by the city and
recorded in the county recorder's office against the single parcel, memorializing the terms and conditions
applicable to the large lot for use as a short-term vacation rental unit.
4. Any owner of real property that is no longer or is not in compliance with the criteria in this section to be a
qualified and certified large lot shall have no right or authority to advertise, use, or operate said real
property as a short-term vacation rental unit. Any short-term vacation rental permit (either new or
renewal permit) issued by the city in reliance of said real property having previously been located within a
qualified and certified large lot shall no longer be valid upon said real property no longer being in
compliance with this section.
5. An owner of a qualified and certified large lot who is the successor in interest to the owner who applied
for and received the certification of the single parcel as a qualified and certified large lot does not need to
re -apply for an exemption from Section 3.25.055 under this chapter as long as the single parcel
determined to be the qualified and certified large lot remains in compliance with this section.
6. It is the expressed intent of the city council that an application for exemption from Section 3.25.055,
submitted to the city pursuant to this section, need only occur one (1) time as long as the current owner
of a qualified and certified large lot remains in compliance with this section whenever a new or renewal
application for a short-term vacation rental permit is submitted to the city and for the duration of the
term of the issued short-term vacation rental permit. It is also the expressed intent of the city council that
the current owner of real property that may have previously been a qualified and certified large lot may
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be required by the city to submit a new application for exemption from Section 3.25.055, pursuant to this
section, if the real property no longer meets the criteria set forth in this section.
C. Any application submitted pursuant to this section shall be subject to any fees established by resolution of
the city council and shall identify, by addresses, assessor's parcel number (APN), and any other identifying
information requested by the city, the real property purporting to be a large lot.
D. An application submitted pursuant to this section shall be reviewed and considered as follows:
1. Submittal of Application. An application for a finding of exemption under this section and certification as a
large lot shall be completed in a form approved by the city manager or authorized designee. Applications
shall be filed with the city clerk, who shall forward to the planning department together with all maps,
plans, documents and other materials required by the city clerk or director of the planning department.
2. Determination of Completeness. The city clerk's office and planning department shall coordinate with the
applicant to make a determination whether the application is complete or incomplete. Upon the
determination that the application is complete by the city clerk, the city clerk shall schedule review and
consideration of the complete application by the city council.
3. Public Hearing and Consideration of the Application. The city council shall hold a public hearing on the
application, and the city council shall be the decision -making authority for the application. The public
hearing shall be set within ninety (90) days from the determination by the city clerk of a complete
application. The public hearing shall be noticed in accordance with Section 9.200.100(D) (or successor
provisions, as may be amended from time to time) of this code. At the public hearing, the city council shall
receive written comments and any other evidence or testimony relating to the application. At the public
hearing, the city council may take action on the application, or continue the application to a specified
date.
4. Required Findings. No application presented to the city council pursuant to this section may be approved
or conditionally approved unless all of the following findings and requirements are met:
a. The single parcel subject to the application is in a residential zone, is a legal non -conforming use, or is
in a zone that otherwise would allow for residential uses.
b. The applicant is the owner of the single parcel subject to the application.
c. The exemption under this section is required for the applicant as owner to be able to apply for a
short-term vacation rental permit and use a dwelling or dwellings on the parcel as a short-term
vacation rental unit under this chapter.
d. Approval of the application will not create conditions materially detrimental to the public health,
safety and general welfare or injurious to or incompatible with other properties or land uses in the
vicinity. Included with this assessment shall be whether approval of the application and issuance of a
certification that the single parcel is a qualified and certified large lot results in multiple exemptions
under this section being concentrated in one (1) geographic location of the city in a manner than may
be incompatible with other properties or land uses in the vicinity.
5. Decision. The city council shall approve, approve with conditions, or deny the application. With the
concurrence of the applicant, an application may be withdrawn prior to the issuance of a decision by the
city council. The decision on an application, including any required findings and any other reasons that
serve to explain the determination plus all conditions of approval, shall be in writing. An approval or
approval with conditions from the city council shall be adopted by resolution and accompanied with the
certification from the city that the single parcel subject to the application meets the criteria for a qualified
and certified large lot.
6. Appeal. The decision of the city council shall be the final decision of the city on the application.
E. Subject to the review and approval provisions in this section, the city manager or authorized designee shall
have the authority to implement policies or procedures to review and verify whether an application and
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request to be exempted from Section 3.25.055 meets the criteria set forth in this section and any other
criteria reasonably necessary for verification of such application and request.
The city council may periodically review the impacts or effects, if any, caused by this section concurrently
with its periodic review provided for in subsection (D) of Section 3.25.055.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. No. 607, Exh. A, 12-5-2023)
3.25.060 Short-term vacation rental permit —Application requirements.
A. The owner or the owner's authorized agent or representative must submit the information required on the
city's short-term vacation rental permit application form provided by the city, which may include any or all of
the following:
1. The name, address, and telephone number of the owner of the subject short-term vacation rental unit;
2. The name, address, and telephone number of the owner's authorized agent or representative, if any;
3. The name and twenty-four (24)-hour telephone number of the local contact person;
4. Reserved;
5. The number of bedrooms shall not exceed the number of permitted bedrooms. The allowable number of
bedrooms shall meet all applicable building and construction requirements under federal, state and city
codes, including, but not limited to, the provisions of Section 9.50.100 (or successor provision, as may be
amended from time to time) governing "additional bedrooms" and all applicable building and
construction codes in Title 8 of this code;
6. Acknowledgement of receipt of all electronically distributed short-term vacation rental information from
the city, including any good guest brochure;
7. The owner or owner's authorized agent or representative who has applied for a short-term vacation
rental permit shall provide the city with written authorization that issuance of a short-term vacation
rental permit pursuant to this chapter is not inconsistent with any recorded or unrecorded restrictive
covenant, document, or other policy of a homeowner association (HOA) or other person or entity which
has governing authority over the property on which a short-term vacation rental unit will be operated; in
furtherance of this requirement, there shall be a rebuttable presumption that an owner or owner's
authorized agent or representative does not have written authorization for the issuance of a short-term
vacation rental permit if a HOA or other person or entity which has governing authority over the property
has submitted to the city a duly -authorized official writing, which informs the city that short-term
vacation rentals of thirty (30) consecutive days or less are not permitted on the property applying for a
short-term vacation rental permit; and
8. Such other information as the city manager or authorized designee deems reasonably necessary to
administer this chapter.
B. The short-term vacation rental permit application shall be accompanied by an application fee as set by
resolution of the city council. A short-term vacation rental permit and business license shall not be issued or
renewed while any check or other payment method cannot be processed for insufficient funds.
C. The city may determine the maximum number of bedrooms in a residential dwelling with multiple bedrooms
eligible for use as a short-term vacation rental unit upon issuance of a short-term vacation rental permit.
When determining the maximum number of bedrooms eligible for use as short-term vacation rentals, the
city shall consider the public health, safety, and welfare, shall comply with building and residential codes,
and may rely on public records relating to planned and approved living space within the residential dwellings,
including, but not limited to, title insurance reports, official county records, and tax assessor records. An
owner and/or owner's authorized agent or representative may not advertise availability for occupancy of a
short-term vacation rental unit for more than the approved number of bedrooms listed in the short-term
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vacation rental permit issued by the city pursuant to this chapter. In addition to any other rights and
remedies available to the city under this chapter, the first violation for failing to advertise the approved
number of bedrooms may be subject to a fine by an administrative citation, and a second or subsequent
violation for failing to advertise the approved number of bedrooms may result in a revocation (which may
include permanent revocation) of the short-term vacation rental permit and/or any affiliated licenses or
permits pursuant to the provisions set forth in Section 3.25.090. An owner of a residential dwelling on a lot
may apply for additional bedrooms to be included in the maximum number of bedrooms eligible for use
under a short-term vacation rental permit, subject to and only if all of the following criteria are met:
1. Only existing rooms within a dwelling may be eligible for repurposing for use as an additional bedroom.
2. Use of an existing room as an additional bedroom shall comply with all building and residential codes,
including but not limited to all applicable codes in Title 8 of this code.
3. Any use of an existing room as an additional bedroom shall result in no less than 1,000 square feet of the
remainder of the indoor habitable space within the dwelling to be used for living, eating, cooking, and
sanitation purposes. "Indoor habitable space" for purposes of this Subsection 3.25.060(C)(3) includes, for
example, kitchen, bathroom, dining room, living room, den, home -office, and hallway areas, but excludes,
for example, closets, garage, storage, attic, basement, and other areas not usually and regularly occupied
by persons in the dwelling.
4. The owner of the dwelling shall have the obligation to ensure the use of an existing room as an additional
bedroom pursuant to this Subsection 3.25.060(C) is neither inconsistent with nor a violation of any legal
or contractual obligations of the owner as the property owner of the dwelling, including but not limited to
any residential/home insurance policies, title insurance policies, or tax assessment records. Nothing in this
Subsection 3.25.060(C) does, or may be interpreted as, affecting or authorizing a use of an existing room
as an additional bedroom under any other law or regulation, except for purposes of including such
additional bedroom in the maximum number of bedrooms eligible for use under a short-term vacation
rental permit pursuant to this chapter.
D. Short-term vacation rental permit applications shall comply with the following:
1. A short-term vacation rental permit application for an estate home shall be subject to evaluation and
inspection of the property to ensure that the short-term vacation rental unit will not create conditions
materially detrimental to the public health, safety and general welfare or injurious to or incompatible with
other properties in the vicinity. Evaluation and inspection shall include, but not be limited to: verification
of the number of bedrooms, active noise monitor, adequate on -site parking spaces, availability of nearby
street parking, physical distance of an estate home from adjacent properties, such as location and
distance of outdoor gathering spaces, pools, and other living spaces from neighboring properties. The city
manager, or designee, shall have the authority to impose additional conditions on the use of an estate
home as a short-term vacation rental unit to ensure that any potential secondary effects unique to the
subject short-term vacation rental unit are avoided or adequately mitigated.
2. A short-term vacation rental permit application may be denied if the applicant has failed to comply with
application requirements in this chapter, or has had a prior short-term vacation rental permit for the
same unit revoked within the past twelve (12) calendar months. In addition, upon adoption of a resolution
pursuant to subsection H, the city may limit the number of short-term vacation rental units in a given
geographic area based on a high concentration of short-term vacation rental units. The city shall maintain
a waiting list of short-term vacation rental permit applications for such geographic areas where the city
determines, based on substantial evidence after a noticed public hearing, there is a higher than average
concentration of short-term vacation rental units that either affects the public health, safety, and welfare
or significantly negatively impacts the character and standard of living in a neighborhood within that
geographic area, or both.
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E. Short-term vacation rental permit applications may take up to, and the city shall have, thirty (30) calendar
days to process. Nothing in this subsection or chapter shall be construed as requiring the city to issue or deny
a short-term vacation rental permit in less than thirty (30) calendar days, as no permit shall be issued until
such time as application review is complete. No short-term vacation rental use may occur in the city without
a valid short-term vacation rental permit issued in accordance with this chapter.
Upon a change of ownership of a property (or upon a new person and/or new entity owning or controlling a
business or organization or other entity of any kind, such as a limited liability company, which is the owner of
a property) licensed to operate as a short-term vacation rental unit, the owner or owner's authorized agent
or representative shall notify the city of such change immediately. The existing short-term vacation rental
permit shall be terminated, unless subject to Section 3.25.050(B)(2), and the property must cease operating
as a short-term vacation rental immediately. Failure to comply may result in a fine of one thousand dollars
($1,000.00) per day for a continuing violation of this subsection F.
G. Immediately upon a change of an owner's authorized agent or representative, local contact, or any other
change pertaining to the information contained in the short-term vacation rental application, the owner or
owner's authorized agent or representative shall update the short-term vacation rental unit's online
registration profile used by the city for the implementation of the short-term vacation rental regulations.
Failure to immediately update this information may result in a violation of this chapter, including but not
limited to a suspension or revocation of a short-term vacation rental permit, until all information is updated.
H. The city manager or authorized designee may prepare, for adoption by resolution by the city council, a
review procedure and criteria to evaluate the limitation for issuance of STVR permits and/or STVR
applications for geographic areas within the city as set forth in subsection D.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. No. 607, Exh. A, 12-5-2023; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 §
1(Exh. A), 12-15-2020; Ord. 572 § 1, 2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
3.25.065 Short-term vacation rental permit —Grounds for denial.
A. In addition to any other grounds provided in this chapter, an application (including renewal application) for a
short-term vacation rental permit may be denied if use of the short-term vacation rental unit has been, will
be, or is apt to become any one (1) or more of the following.
1. Prohibited by any local ordinance or by any state or federal law, statute, rule or regulation;
2. A public nuisance;
3. In any way detrimental to the public interest;
4. Prohibited by zoning laws and ordinances.
B. An application (including renewal application) for a short-term vacation rental permit may also be denied on
the grounds that the applicant has knowingly made a false statement in a material matter either in
his/her/their application or in his/her/their testimony before the city manager or other body hearing such
testimony.
C. This section is intended to be, and shall be construed as being, in alignment with the grounds for denial of a
business license set forth in Section 3.28.080 (or successor section) of this code.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. 591 § 1(Exh. A), 4-20-2021)
(Supp. No. 7 Upd 2)
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3.25.070 Operational requirements and standard conditions.
A. The owner and/or owner's authorized agent or representative shall use reasonably prudent business
practices to ensure that the short-term vacation rental unit is used in a manner that complies with all
applicable laws, rules and regulations pertaining to the use and occupancy of the subject short-term vacation
rental unit.
1. An estate home may be established for short-term vacation rental use subject to evaluation and
inspection of the property pursuant to Section 3.25.060(D)(1).
2. An estate home established for short-term vacation rental use is required to be equipped with a noise
monitoring device(s) that is operable at all times.
B. The responsible person(s) shall be an occupant(s) of the short-term vacation rental unit for which he, she or
they signed a rental agreement for such rental, use and occupancy, and/or any person(s) occupying the
short-term vacation rental unit without a rental agreement, including the owner, owner's authorized agent
or representative, local contact(s) and their guests. The responsible person(s) shall not sub -rent or sub -lease
the short-term vacation rental unit to a Subtenant unless said sub -rental or sub -leasing is in full compliance
with this chapter. No non -permanent improvements to the property, such as tents, trailers, or other mobile
units, may be used as short-term vacation rentals. The total number of occupants, including the responsible
person(s) and children regardless of age, allowed to occupy any given short-term vacation rental unit may be
within the ranges set forth in the table below. By the issuance of a short-term vacation rental permit, the city
or its authorized designees, including police, shall have the right to conduct a count of all persons occupying
the short-term vacation rental unit in response to a complaint or any other legal grounds to conduct an
inspection resulting from the use of the short-term vacation rental unit, and the failure to allow the city or its
authorized designees the ability to conduct such a count may constitute a violation of this chapter. The city
council may by resolution further restrict occupancy levels provided those restrictions are within the
occupancy ranges set forth below.
Number of
Bedrooms
Total of Overnight* Occupants
Total Daytime** Occupants
(Including Number of Overnight
Occupants)
0—Studio
2
2-8
1
2-4
2-8
2
4-6
4-8
3
6-8
6-12
4
8-10
8-16
5
10-12
10-18
6
12-14
12-20
7
14
14-20
8
16
16-22
9
1 18
1 18-24
*Overnight (10:01 p.m.-6:59 a.m.)
**Daytime (7:00 a.m.-10:00 p.m.)
(Supp. No. 7 Upd 2)
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C. The person(s) listed as the local contact person in the short-term vacation rental unit's online registration
profile shall be available twenty-four (24) hours per day, seven (7) days per week, with the ability to respond
to the location within thirty (30) minutes to complaints regarding the condition, operation, or conduct of
occupants of the short-term vacation rental unit or their guests. The person(s) listed as a local contact person
shall be able to respond personally to the location, or to contact the owner or the owner's authorized agent
or representative to respond personally to the location, within thirty (30) minutes of notification or
attempted notification by the city or its authorized short-term vacation rental designated hotline service
provider. No provision in this section shall obligate the city or its authorized short-term vacation rental
designated hotline service provider to attempt to contact any person or entity other than the person(s) listed
as the local contact person.
D. The owner, the owner's authorized agent or representative and/or the owner's designated local contact
person shall use reasonably prudent business practices to ensure that the occupants and/or guests of the
short-term vacation rental unit do not create unreasonable or unlawful noise or disturbances, engage in
disorderly conduct, or violate any applicable law, rule or regulation pertaining to the use and occupancy of
the subject short-term vacation rental unit.
E. Occupants of the short-term vacation rental unit shall comply with the standards and regulations for
allowable noise at the property in accordance with Sections 9.100.210 and 11.08.040 (or successor provision,
as may be amended from time to time) of this code. No radio receiver, musical instrument, phonograph,
compact disk player, loudspeaker, karaoke machine, sound amplifier, or any machine, device or equipment
that produces or reproduces any sound shall be used outside or be audible from the outside of any short-
term vacation rental unit between the hours of 10:00 p.m. and 7:00 a.m. Pacific Standard Time. Observations
of noise related violations shall be made by the city or its authorized designee from any location at which a
city official or authorized designee may lawfully be, including but not limited to any public right-of-way, any
city -owned public property, and any private property to which the city or its authorized designee has been
granted access.
F. Prior to occupancy of a short-term vacation rental unit, the owner or the owner's authorized agent or
representative shall:
1. Obtain the contact information of the responsible person;
2. Provide copies of all electronically distributed short-term vacation rental information from the city,
including any good guest brochure to the responsible person and post in a conspicuous location within
the short-term vacation rental unit, in a manner that allows for the information to be viewed in its
entirety; and require such responsible person to execute a formal acknowledgement that he/she/they
is/are legally responsible for compliance by all occupants of the short-term vacation rental unit and their
guests with all applicable laws, rules and regulations pertaining to the use and occupancy of the short-
term vacation rental unit. This information shall be maintained by the owner or the owner's authorized
agent or representative for a period of three (3) years and be made readily available upon request of any
officer of the city responsible for the enforcement of any provision of this code or any other applicable
law, rule or regulation pertaining to the use and occupancy of the short-term vacation rental unit.
G. The owner, the owner's authorized agent or representative and/or the owner's designated local contact
person shall, upon notification or attempted notification that the responsible person and/or any occupant
and/or guest of the short-term vacation rental unit has created unreasonable or unlawful noise or
disturbances, engaged in disorderly conduct, or committed violations of any applicable law, rule or
regulation pertaining to the use and occupancy of the subject short-term vacation rental unit, promptly
respond within thirty (30) minutes to immediately halt and prevent a recurrence of such conduct by the
responsible person and/or any occupants and/or guests. Failure of the owner, the owner's authorized agent
or representative and/or the owner's designated local contact person to respond to calls or complaints
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(Supp. No. 7 Upd 2)
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regarding the condition, operation, or conduct of occupants and/or guests of the short-term vacation rental
unit within thirty (30) minutes, shall be subject to all administrative, legal and equitable remedies available
to the city.
H. The owner of a short-term vacation rental unit that has a valid homeshare short-term vacation rental permit
shall occupy the dwelling during the transient stay. A violation of any provision of this chapter, this code, or
any other applicable federal, state, or local laws or codes, by the owner, owner's authorized agent or
representative and/or the owner's designated local contact person shall be subject to all administrative, legal
and equitable remedies available to the city.
I. Trash and refuse shall not be left or stored within public view, except in proper containers for the purpose of
collection by the city's authorized waste hauler on scheduled trash collection days. The owner, the owner's
authorized agent or representative shall use reasonably prudent business practices to ensure compliance
with all the provisions of Chapter 6.04 (Solid Waste Collection and Disposal) (or successor provision, as may
be amended from time to time) of this code.
J. Signs may be posted on the premises to advertise the availability of the short-term vacation rental unit as
provided for in Chapter 9.160 (Signs) (or successor provision, as may be amended from time to time) of this
code.
K. The owner, the owner's authorized agent or representative and/or the owner's designated local contact
person shall post a copy of the short-term vacation rental permit and a copy of the good guest brochure in a
conspicuous place within the short-term vacation rental unit, and a copy of the good guest brochure shall be
provided to each occupant of the subject short-term vacation rental unit.
L. Unless otherwise provided in this chapter, the owner and/or the owner's authorized agent or representative
shall comply with all provisions of Chapter 3.24 concerning transient occupancy taxes, including, but not
limited to, submission of a monthly return in accordance with Section 3.24.080 (or successor provisions, as
may be amended from time to time) of this code, which shall be filed monthly even if the short-term
vacation rental unit was not rented during each such month.
M. Guesthouses, detached from the primary residential dwelling on the property, or the primary residential
dwelling on the property, may be rented pursuant to this chapter as long as the guesthouse and the primary
residential dwelling are rented to one (1) party; provided, however, that this Subsection (M) does not apply
to multi -unit lock -off STVR units.
N. The owner and/or the owner's authorized agent or representative shall post the number of authorized
bedrooms and the current short-term vacation rental permit number at the beginning or top of any
advertisement that promotes the availability or existence of a short-term vacation rental unit; provided,
however, this requirement may be satisfied if a hosting platform used by the owner and/or owner's
authorized agent or representative provides a designated field(s) to post the number of authorized
bedrooms and the current short-term vacation rental permit number for the short-term vacation rental unit.
In the instance of audio -only advertising of the same, the short-term vacation rental permit number and the
number of authorized bedrooms shall be read as part of the advertisement.
0. The owner and/or owner's authorized agent or representative shall operate a short-term vacation rental unit
in compliance with any other permits or licenses that apply to the property, including, but not limited to, any
permit or license needed to operate a special event pursuant to Section 9.60.170 (or successor provision, as
may be amended from time to time) of this code. The city may limit the number of special event permits
issued per year on residential dwellings pursuant to Section 9.60.170 (or successor provision, as may be
amended from time to time).
(Supp. No. 7 Upd 2)
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P. The city manager, or designee, shall have the authority to impose additional conditions on the use of any
given short-term vacation rental unit to ensure that any potential secondary effects unique to the subject
short-term vacation rental unit are avoided or adequately mitigated, including, but not limited to, a
mitigating condition that would require the installation of a noise monitoring device to keep time -stamped
noise level data from the property that will be made available to the city upon city's reasonable request.
Q. The standard conditions set forth herein may be modified by the city manager, or designee, upon request of
the owner or the owner's authorized agent or representative based on site -specific circumstances for the
purpose of allowing reasonable accommodation of a short-term vacation rental unit. All requests must be in
writing and shall identify how the strict application of the standard conditions creates an unreasonable
hardship to a property such that, if the requirement is not modified, reasonable use of the property as a
short-term vacation rental unit would not be allowed. Any hardships identified must relate to physical
constraints to the subject site and shall not be self-induced or economic. Any modifications of the standard
conditions shall not further exacerbate an already existing problem.
R. On -site parking shall be on an approved driveway, garage, and/or carport areas only; this section does not
impose restrictions on public street parking regulations. Recreational vehicles may be parked in accordance
with the provisions set forth in Section 9.60.130 (or successor provision, as may be amended from time to
time) of this code.
S. No "apartment," "apartment building," or "apartment project," as defined in Section 9.280.030 (or successor
provision, as may be amended from time to time) of this code shall be eligible to apply for or obtain a short-
term vacation rental permit.
A privately owned residential dwelling, regardless of whether it is permitted or not as a short-term vacation
rental unit, rented for a period of thirty one (31) consecutive calendar days or more, counting portions of
calendar days as full days, by any person(s), with or without a rental agreement, that is subsequently sub -
rented or sub -leased to a Subtenant for a period of thirty (30) consecutive days or less, counting portions of
calendar days as full days, constitutes use of the privately owned residential dwelling as a short-term
vacation rental unit and is subject to the provisions of this chapter. This Subsection (T) is declaratory of
existing law under this chapter.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. No. 608, § 1, 12-5-2023; Ord. No. 607, Exh. A, 12-5-2023; Ord. 590 § 1(Exh.
A), 3-16-2021; Ord. 586 § 1(Exh. A), 12-15-2020; Ord. 577 § 1, 2019; Ord. 572 § 1, 2018; Ord. 563 § 1, 2017; Ord.
501§2,2012)
3.25.080 Recordkeeping and hosting platform duties.
A. The owner or the owner's authorized agent or representative shall maintain for a period of three (3) years,
records in such form as the tax administrator (as defined in Chapter 3.24) may require to determine the
amount of transient occupancy tax owed to the city. The tax administrator shall have the right to inspect
such records at all reasonable times, which may be subject to the subpoena by the tax administrator
pursuant to Section 3.24.140 (Records) (Transient Occupancy Tax) (or successor provisions, as may be
amended from time to time) of this code.
B. Hosting platforms shall not complete any booking transaction for any residential dwelling or other property
purporting to be a short-term vacation rental unit in the city unless the dwelling or property has a current
and valid short-term vacation rental permit issued pursuant to this chapter, which is not under suspension,
for the dates and times proposed as part of the booking transaction.
(Supp. No. 7 Upd 2)
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1. The city shall maintain an online registry of active and suspended short-term vacation rental permits,
which hosting platforms may reference and rely upon for purposes of complying with subsection B. If a
residential dwelling or other property purporting to be a short-term vacation rental unit matches with an
address, permit number, and/or current and valid permit dates (not under suspension) set forth in the
city's online registry, the hosting platforms may presume that the dwelling or other property has a current
and valid short-term vacation rental permit.
2. The provisions of this subsection B shall be interpreted in accordance with otherwise applicable state and
federal law(s) and will not apply if determined by the city to be in violation of, or preempted by, any such
law(s).
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 § 1(Exh. A), 12-15-2020; Ord. 572 § 1,
2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
3.25.090 Violations.
A. Additional conditions. A violation of any provision of this chapter or this code by any applicant, occupant,
responsible person, local contact person, owner or owner's authorized agent or representative (including a
management company), shall authorize the city manager, or designee, to impose additional conditions on
the use of any given short-term vacation rental unit to ensure that any potential additional violations are
avoided.
B. Permit modification, suspension and revocation. A violation of any provision of this chapter, this code,
California Vehicle Code, or any other applicable federal, state, or local laws or codes, including, but not
limited to, applicable fire codes and the building and construction codes as set forth in Title 8 of this code, by
any applicant, occupant, responsible person, local contact person, owner, or owner's authorized agent or
representative (including a management company), shall constitute grounds for modification, suspension
and/or revocation (which may include permanent revocation) of the short-term vacation rental permit
and/or any affiliated licenses or permits pursuant to the provisions set forth in Section 3.25.100.
C. Notice of violation. The city may issue a notice of violation to any applicant, occupant, responsible person,
local contact person, owner, owner's authorized agent or representative (including a management
company), or hosting platform, pursuant to Section 1.01.300 (or successor provisions, as may be amended
from time to time) of this code, if there is any violation of this chapter committed, caused or maintained by
any of the above parties.
D. Two (2) strikes policy. Subject to a minor violation reprieve request, two (2) violations of any provision of this
chapter or this code within one (1) year by any applicant, occupant, responsible person, local contact person,
owner, owner's authorized agent or representative (including a management company), with respect to any
one (1) residential dwelling shall result in an immediate suspension of the short-term vacation rental permit
with subsequent ability to have a hearing before the city, pursuant to this chapter, to request a lifting of the
suspension. For purposes of this subsection, a "minor violation reprieve request" means a written request
submitted to the city's code enforcement officer for relief from counting one (1) or more violations within
the one (1) year period as a minor violation, and "minor violation" means a violation of a particular section of
this code that resulted in minimal impact on the use and enjoyment of the adjacent and nearby properties
caused by any of the following:
1. Minor debris or trash containers left in view as a first offense;
2. A short-term vacation rental permit number or bedroom count not posted on an advertisement as a first
offense;
3. A short-term vacation rental permit number or bedroom count posted in the wrong location on an
advertisement as a first offense; or
Created: 2025-08-21 07:38:34 [EST]
(Supp. No. 7 Upd 2)
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4. Over occupancy due to a minor child not associated with a disturbance.
A determination of whether a code violation is a minor violation shall be based on substantial evidence
presented to the code enforcement officer relating to that violation.
E. Administrative and misdemeanor citations. The city may issue an administrative citation to any applicant,
occupant, responsible person, local contact person, owner, owner's authorized agent or representative
(including a management company), or hosting platform, pursuant to Chapter 1.09 (Administrative Citations)
(or successor provisions, as may be amended from time to time) of this code, if there is any violation of this
chapter committed, caused or maintained by any of the above parties. Nothing in this section shall preclude
the city from also issuing an infraction citation upon the occurrence of the same offense on a separate day.
An administrative citation may impose a fine for one (1) or more violations of this chapter in the maximum
amount allowed by state law or this code in which the latter amount shall be as follows:
1. General short-term vacation rental violations (occupancy/noise/parking).
a. First violation: one thousand dollars ($1,000.00);
b. Second violation: two thousand dollars ($2,000.00);
c. Third violation: three thousand dollars ($3,000.00).
2. Operating a short-term vacation rental without a valid short-term vacation rental permit.
a. First violation: one thousand and five hundred dollars ($1,500.00);
b. Second or more violations: three thousand dollars ($3,000.00);
c. Third or more violations: five thousand dollars ($5,000.00);
d. In addition to the fines set forth above, the first, second, third, or subsequent violation of operating a
short-term vacation rental unit without a valid short-term vacation rental permit shall be cause for an
owner (or person and/or entity that owns or controls a business or organization or other entity of any
kind, such as a limited liability company, which is the owner of a property) to be prohibited for all
time from being eligible to be issued a short-term vacation rental permit and/or business license for
use of a property as a short-term vacation rental unit.
3. Hosting a special event at a short-term vacation rental unit without a special event permit as required by
Section 9.60.170 (or successor provision, as may be amended from time to time) of this code.
a. First violation: five thousand dollars ($5,000.00);
b. Second violation: five thousand dollars ($5,000.00).
4. Advertising a short-term vacation rental without a valid short-term vacation rental permit by person(s) or
entity(ies) other than a management company.
a. First violation: one thousand dollars ($1,000.00);
b. Second violation: two thousand dollars ($2,000.00);
c. Third violation: three thousand dollars ($3,000.00).
5. Advertising a short-term vacation rental without a valid short-term vacation rental permit by a
management company.
a. First violation: one thousand and five hundred dollars ($1,500.00);
b. Second violation: three thousand dollars ($3,000.00);
c. Third or more violations: five thousand dollars ($5,000.00);
d. In addition to the fines set forth above, the first, second, third, or subsequent violation of knowingly
advertising a short-term vacation rental unit without a valid short-term vacation rental permit by a
management company shall be cause for the management company to be prohibited from being
used to advertise or operate a short-term vacation rental unit at the property identified for not
having a valid short-term vacation rental permit. Additionally, repeat violations, which is three (3) or
more violations of this subsection (E)(5), by a management company for knowingly advertising a
short-term vacation rental unit without a valid short-term vacation rental permit shall be cause for
(Supp. No. 7 Upd 2)
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the management company to be prohibited for all time from being eligible to be issued a short-term
vacation rental permit and/or business license in the city for such property management purposes.
Public Nuisance. In addition to any and all rights and remedies available to the city, it shall be a public
nuisance for any person or entity to commit, cause or maintain a violation of this chapter, which shall be
subject to the provisions of Section 1.01.250 (Violations public nuisances) (or successor provisions, as may be
amended from time to time) of this code.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. No. 607, Exh. A, 12-5-2023; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 §
1(Exh. A), 12-15-2020; Ord. 578 § 1, 2019; Ord. 572 § 1, 2018; Ord. 563 § 1, 2017; Ord. 501 § 2, 2012)
(Supp. No. 7 Upd 2)
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3.25.100 Appeals.
A. Any person aggrieved by any decision of a city officer made pursuant to this chapter may request a
hearing before the city manager in accordance with Chapter 2.08 (or successor provisions, as may
be amended from time to time) of this code.
Notwithstanding any provisions in Section 2.08.230 or otherwise in the code, the decision by the
city manager of an appeal brought under this chapter shall be the final decision by the city for any
violation of a short-term vacation rental permit issued under this order, except for any
administrative citation imposing a fine, which shall be processed and subject to an administrative
appeal pursuant to Chapter 1.09 of the code.
(Ord. 619 § 1, Exh. A, 12-17-2024; Ord. 590 § 1(Exh. A), 3-16-2021; Ord. 586 § 1(Exh. A), 12-15-2020; Ord.
572 § 1, 2018; Ord. 563 § 1, 2017)
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