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2004-10-28 Centre Pointe (LQRDA) - Indemnification Agreement - CP Development, LLCINDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT ("Indemnification Agreement") is made and entered into as of ®at. a 8 , 2004, by and between CP DEVELOPMENT LA QUINTA, LLC, a California limited liability company ("Center Point"), and the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), with reference to the following Recitals. RFCTTAT Q A. Center Point and the Agency have entered into that certain Disposition and Development Agreement dated December 18, 2003 (the "DDA"), pursuant to which, among other things, (i) Agency has agreed to sell to Center Point, and Center Point has agreed to purchase from Agency certain real property identified therein as the "Property", which is located in the City of La Quinta, County of Riverside, State of California, and (ii) Center Point has agreed to construct, complete, and operate on the Property a commercial project containing a medical office/surgical facility, a development containing "sanctuary villas," a mid -price suites hotel, a resort -style condominium/casitas development (the "Casitas Development"), two (2) sit- down restaurants, and two (2) single-family residential developments (the "Residential Component"), with forty (40) of the single-family homes restricted for sale to moderate -income buyers at restricted sales prices, all as more particularly described in the DDA (collectively, the "Project). B. Center Point initially informed the Agency that the Residential Component would be constructed by Ehline Development Co., a California corporation ("Ehline Development Co."). As a result, the DDA permits Center Point to transfer and assign the Residential Component to Ehline Development Co. or to an affiliated entity of Ehline Development Co. (an "Affiliated Entity"). The term "Ehline" shall be used hereinafter to refer to, collectively, Ehline Development Co. and the Affiliated Entities. C. Center Point has now requested that the DDA be revised to, among other things, omit Ehline as a permitted assignee/transferee of the Residential Component and to instead permit the assignment/transfer of the Residential Component and also the Casitas Development to Lennar Homes of California, Inc., a California corporation ("Lennar"). D. The Agency has prepared an amendment to the DDA ("Amendment No. 1 ") that includes the requested assignment/transfer revisions. The Agency has expressly conditioned its approval of Amendment No. 1 on Center Point's execution of an indemnification agreement substantially in the form hereof. E. The parties hereto now wish to impose on Center Point the obligation to indemnify the Agency, as more particularly defined in this Indemnification Agreement, against any claims regarding the assignment/transfer revisions set forth in Amendment No. 1 or resulting from the Agency's approval of Amendment No. 1, or arising from Ehline's entry onto the Property, or Ehline's or Center Point's obligations to third parties including but not limited to those who have prepared plans or conducted work in furtherance of the Project. 882/015610-0061 541417.01 a09/17/04 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Indemnification by Center Point. Center Point hereby agrees that it shall indemnify, defend, and hold harmless Agency and Agency's officers, officials, members, employees, agents, consultants, and representatives, from and against any and all claims, liabilities, damages, losses, suits, costs and expenses (including but not limited to expert witness fees and reasonable attorneys' fees) of every kind, nature, and type asserted by any person or entity arising out of the Agency's agreement, as set forth in Amendment No. 1, to revise the assignment/transfer provisions set forth in the DDA, or resulting from the Agency's approval of Amendment No. 1, or arising from Ehline's entry onto the Property, or Ehline's or Center Point's obligations to third parties including but not limited to those who have prepared plans or conducted work in furtherance of the Project, including, but not limited to, persons or entities who have designed or prepared plans or conducted any other work related to the Project on behalf of Ehline or Center Point Center Point's indemnification obligations herein are in addition to the indemnification obligations contained in the DDA, and nothing herein is intended to amend or limit Center Point's indemnification obligations set forth in the DDA. In the event of any conflict between the indemnification obligations herein and those contained in the DDA, the indemnification provisions which provide the greatest protection to the Agency shall prevail. 2. Non -liability of Agency Officers and Employees. No officer, official, member, employee, agent, or representative of Agency shall be personally liable to Center Point, or any successor or assign of same, in the event of any default or breach by Agency, or for any amount which may become due to Agency, or any successor or assign of same, or for breach of any obligation of the terms of this Indemnification Agreement 3. Successors and Assigns. This Indemnification Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. 4. Governing Law. This Indemnification Agreement shall be governed by and construed in accordance with the laws of the State of California. 5. Further Assurances. The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out this Indemnification Agreement. 6. Authority of Signatories to Bind Principals. The persons executing this Indemnification Agreement on behalf of their respective principals represent that (i) they have 882/015610-0061 2 541417.01 a09/17/04 been authorized to do so and that they thereby bind the principals to the terms and conditions of this Indemnification Agreement and (ii) their respective principals are properly and duly organized and existing under the laws of, and permitted to do business in, the State of California. 7. Interpretation. The paragraph headings of this Indemnification Agreement are for reference and convenience only and are not part of this Indemnification Agreement. They have no effect upon the construction or interpretation of any part hereof. The provisions of this Indemnification Agreement shall be construed in a reasonable manner to effect the purposes of the parties and of this Indemnification Agreement. 8. Attorney's Fees. In the event that a party to this Indemnification Agreement brings an action against another party hereto by reason of the breach of any condition, covenant, representation or warranty in this Indemnification Agreement, or otherwise arising out of this Indemnification Agreement, the prevailing party in such action shall be entitled to recover from the non -prevailing party expert witness fees, and its reasonable attorney's fees and costs. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, including the conducting of discovery. 9. Counterparts. This Indemnification Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. [END — SIGNATURE PAGE FOLLOWS] 882/015610-0061 3 541417.01 a09/17/04 IN WITNESS WHEREOF, this Indemnification Agreement has been executed by the parties as of the date set forth above. Dated: OcqZ o , 2=.o,+ Dated: C)C-x 20 Zoo-4 Dated: ©J 2 g Z1:-:z 4 ATTEST: Ag retary APPROVED AS TO FORM: RUTAN & TUCKE LLP By A� - . K ther' e on, Age ty Counsel 882/015610-0061 4 541417.01 a09/17/04 "Center Point" CP DEVELOPMENT LA QUINTA, LLC, a California limited liability company By: Oliphant Family Trust Its: Member By: )- Richard R. Oliphant Its: Trustee By: Oliphant Enterprises, Inc. Its: Manager By: 0 Richard R. Oliphant Its: President "Agency" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic By: < Thomas Genovese Title: Executive Director State of California County of Riverside On 10 (a-$ t 2-06 before me, Phyllis Manley, Notary Public, personally appeared Richard R. Oliphant, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (Seal) FRYW MANLEY Cort 13789M Notary PubNPJWC c - Callfomla Riverside County My COMM. Expires oct 16, 2006 State of California ) ss. County of Riverside ) On 101-Q ,1,).o04 before me, Phyllis Manley, Notary Public, personally appeared Thomas P. Genovese, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (Seal) PHYLLIS Cow # 1378 1378908 Notary Public - California_ Riverside County 110'My Comm. Expkes Oct 16. 2006