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Alvariz-Barton - 2017 Settlement Agreement 2017�� 1 ��.l�I .L AVr��.+�� .t'll\.A.1 � V � .�1`�.L.r�A17� PA.�'�''��S ' This Settlement 1-�.greement and IV�ut�ai �.elease �t�.e ",A.gxeen�ent") is rn�ade and entered into as of May �. �, �� 17 the "Fffecti�re Date") by and between the fallowing parties: Guadalupe �,.lveriz/l�lsa Diaz; Maria l�arba/Carlos Lopez; Mary and Steven Cardinal; i{.asia and Steven Gardner; Ted Han�rnan�lJoyce Litch; Gabriella Monplaisir; James and Donna No�rlin; Diane Scurloclt; P.ichard and Kristen S irnons; Terry Tryon; Ana and Guillermo Vargas; Ricardo and Gabriela Mega; and Dale and Linda �Tissrnan (collectively, -"�r�eYiz Plaintiffs"}; Tire and Jamie Barton; Gene Bordeleau/.A.ngela Kelly; David Bulechelc, David �. Buleche�, as Trustee off' T�•�.st B, created under the Bulechel� Family Trust Agreement dated May 2 i , 1993 and David iTi�, Bulechel�., as �'�rustee o.0 Trust C, created under t%e BuleGhe� Family 'rust agreement dated May 21., 1993 (David �T1T. Bulechek Trustee of Trusts B and C j ointly, "Bulechek Trustee"}, Bulechel� `T`rustee erroneously n�arned as Plaintiff Bulechek Family Trust finder Trust Agreement Dated S/2i1�993; Jean and Paul Forchelli; Al and Rase Garcia; Don Gilrnore/Barba�~a Stroh; Glenn J.,erner/MJP GAL Properties, LLC; James Crane LeVvis, Jr. and Stephen E, Scherer, coWtrustees of the Janr�es �. Lewis Separate Prgper�y Trust; Debby Kennedy and Paul Larensini; Jeannette Mendoza; �.on and Jan Glson; Chris and Shirley Painter; Michael and Lucinda �.obsox�; Luis SatolElaine Palencia; Harry axed Ann Schaffner; Monica and Roger Vaughn; Leonard and Phyllis Webster; and Jeffand Lisa Zella collectively ".Ba�t�a� Plaintiffs"; the�t�ve�zz Plaintiffs ar�d.�ar�o� Plaintiffs together, the "PLA.�NTIPFS"); on the one hand; and Waldorf-Astoria Management LLC, 9�2 i 0 Desert Resax�ts Management Co �, LLC, LQR Golf LLC, LQR Properly LLC and SLR. Asset IVlanagernent, LLC (collectively, "LQR PAR.'�''l�S"}; the Coachella `Talley water District ("CVwD"}; the City of La Quinta ("�iTY"}; and the Haciendas at �a +puir�ta �omeoVvners Association ("BOA"j (collectively the "DI�I�ENDANfiS," or in the singular also referred to as "DEFENDANT"}, on the other hand, Each of tl�e P:C�A.�CNTiP>�`S, LC�R PARTS, CVWD, C��'Y, and �t�a4 may �e individually referred to herein as a ('Party" and collectively preferred �o herein as the "Parties." ;;: Page � of 26 �CITALS A. WHEREAS, AS, on or about September 8, 2014,� a large monsoonal storm dropped extraordinary amounts of rain on La Quinta, California for approximately one hour, causing 191 extreme surface runoff and flooding throughout the CITY (hereinafter, "the Storm �, W�REAS, DEFE�TDAI�TS contend that, at all times relevant hereto, the standard far #load control rnanagetx�ent systems constructed within the CI'T�", was to build the system. to handle surface waters generated by a 1 Q0�year storm and, further contend, the Storm was at least a magnitude 5QQ-year storm, C. wREAS, PLAINTIFFS allege that the Storm damaged their respective residential properties located within the Lower Cove (a neighborhood in southwest La Quinta, west of Eisenhower Drive and south of the 15th hole of the Dunes Course), the Haciendas (a p fanned development East of Eisenhower and South of Avenue 50), Santa Rosa Cove Oustiffisi'de, the gates to the west of the intersection of 501b and Eisenhower) and the Citrus Community ion Calle Obispo, east of Washington Street, south of Calle Tampico, and west of The Citrus Golf Course) (collectively, "Subject Communities"). D, �HER.I�A.S, certain pre -litigation Co�ernment Claims were presented to CITY . and CV WD by some PLAINTIFFS, an their own behalf, and by PLAINTIFFS's attorneys, on behalf of some PLAINTIFFS and third�parties, claiming damages allegedly suffered as a result of the Storm. E. WHEREAS, a pre -litigation purported Class Action Claim was presented, to CITY and CVWD by PLAINTIFFS' attorneys on behalf of representative Claimants Steven Garner, arry Shaffner, and Dale ,Wissman and the putative Class Claimants, claiming damages allegedly suffered as a result of the Storm. The purported Class Action was never filed and, consequently, never certified. In advance of filing the purported Class Action, PLAINTIFFS' attorneys determined the prerequisite conditions for maintaining a Class Action regarding the subject matter of the purported Class Action Claim did not exist. Consequently, it was determin p �ed, the olanns for damages of those 4Property owners who expressed interest in pursuing claims; were best pursued Page � of �6 lz3 t Rz3.1 � � � �� individually. Accordingly, the two actions described in paragrap of these recitals were filed instead, axed in place of a Class Action. ley this Agreement, PLAiN'�FS/Representative Claimants and the tither FLAIIV'TIFFS receive all the relief they would have sought in a purported Class Action. The purported Class Action Claim is, hereby, vwtthdrawn and abandoned by PLA,II�ITIFFS' attorneys and the Representative Claimants, on behalf of the Representative Claimants and putative Class Claimants. F. AS, this Agreement pextaxns to two separate actions f led in the Riverside Superior Court: �llvRri�, et at, v. City of La Quinta, et a�., PSC 1 SQ3161, on behalf Qf the Alveri� Plaintiffs; and Ba�rtan, et al. v. City of La Quanta, et al., PS+C 1 S�52C?C}, an behalf of the Barton Plaintiffs (together, the "AC�I'IUN'S"). Said ACTIONS were consolidated by the Court,, with the Bartcan case designated the master case. DEFT�NDA�iVTS are named in bath ACTIONS. pLA1N'I�FS claim, among other things, that flood control managernen# systems in and around the Sub3ect (;ammu.nities, including at and near tha intersection of 54�' and Eisenhower, or the absence of flood camtral management systems, or the fa�iaure to properly maintain flood control management systems ("Contested Flood Control Management Systems"), caustd or contributed to damage to Iheic properties. PLAINTIFFS seek to recover loss of personal property, cast of home repairs, diminution of property value, loss of use damages, and punitive damages, Same PLA.INTIF� 5 also seek emotional distress damages. D�.Ir"i�'I?ANTS deny responsibility for PLAINTIFFS' claimed injuries, losses and damages, if any, and assert, among other things, mat. the sale cause of any such loss, injury ox damage was the severity of the Storm and further contend DEFENDAI�d�'fS' flood control management systems apera�d as designed during the Storm #o provide the required 1 UU-year storm protection. Further, T�EFENDANTS otherwise contest PLAINTIFFS' nig�it to the whole and the respective components of PLAINTIFFS' damage claims. 'the arguments, allegations, and claims of the PL,A.I1�1'T'IFFS and DEFENDAI�~S that were made or could have been made in the ACTIONS, including any and all cross-eomplaiats, are hereinafter referred to as the DISPt;i�CES. . �. VI�HEREAS, through various rnotivns brought in the A.CTYOIgS, PLAINTIFFS' request for punitive damages was stricken by the Court from PL�N'1'YFFS' complaints. Page 3 of �6 t231823.1 �� J'. individuall y � y, Accordin l> the two actions described in paragrapV of these recitals' ecitals were Fled instead, and in place of a Class Action. y this Agreement, �'L �I41I'I.FFL ive lairna.nts and the other PLAINTIFFS receive all the relief they would have sought in a purported Mass Action. The purported Mass Action Claim is, hereby, withdrawn and abandoned by �L ..INTIFFS' attorneys and the Representative Claimants, on behalf of the Rtfbpresentative �:lairr�ants and p�.��ati��; Mass �lain�ants. F. �v�.F�A�'ti this ��.greerr�er�t pertains to two separate actions filed in 'clue �..iver9side lv Yirz, el al. v. C7 of La Quinla, et al., PSC 15031.6 , on behalf of the Alveriz u erior court: Flain' Ifft's* and Barton, et al. v. City oj'La QuInta, yet al., P C 1505200, on behalf of the Barton plaintiffs (together, the "ACTIONS"), Said ACTION were consolidated by the Court, with the ,��A�or� ease desi mated the master P,as�. I�1�FF1NST) ANTS are named in loth ACTIONS, �11�iT'�FF' clam arnor� � other things, that flood control rnanagement systems ire and around theub'ect;omrnnities, including at and year the intersection of ��' and Eisenhower, or the a.bsen ce of flood control management systems, or the fallure to properly maintain flood control t s stems "Contested Flood Control Management Systems"), caused or contributed �,a.na.gement Y n 3 their r°o cities, P�,A 14TIFFS seep to recover loss of personal property, cast of o damage t© � p dia diminution of ro e Ly value, loss of use damages, and punitive damages. Some home repairs, p p ,I LA i1\TUFF also seuk emotional distress darnages, DEFENDANTS deny responsibility for r �" ln~�ed i�'uries losses and damages, if any, and assert, among other things, that L IN TIFF claimed .� such loss xn`ur or damage was the severi'cy of the Storm. and further contend the sole cause of any y l Y DEFENDANTS' NTS' flood control mana.gernen t s yslems operated as designed during the Storm to re uired l MY ea-r storm protection. Further, EFENDA �iT otherwise contest provYde the the whole and the respective components of PLAINTIFFS' damage c�.laims. PLAINTIFFS' r10 to ch dons, and clalms of the PLAINTIFFS and DEFENDANTS that were made The arguments, allegations r made, in the . �"l'It I ,including any and all erossWc,omplaints., are hereinafter or could have been ma referred to as the DISPUTES . ..�� throe h �ario�.�s motions I-��•ought in the �+..�rlIo:�, �L.��I�TIFF' �punitive damages was st equest for p� amaricicen by the noun, from FL,Al�r`TiFF �� ccrnplaints, rg individually. Accordingly, the two actions described in paragraph of these recitals were filed instead, and in place of a Class Action. By this Agreement, PLAINTIFF S/Representative Claimants and the other PLAINTIFFS receive all the relief they would have sought in a purported Class Action. The purported Class Action Claim is, hereby, withdrawn and abandoned by PL,AIN7'iFFS' attorneys and the Representative Claimants, an behalf of the Representative Claimants and putative Class Claimants. F. WI-IEREAS, this Agreement pertains to two separate actions filed in the Riverside Superior Court: �4lveriz, et al. v. City of La Quinta, et al,, PSC 1543161, on behalf of the .�lverxz Plaintiffs; and Barton, et al. v. City o, f La QuInta, et al,, PSC 1505200, on behalf of the Barton Plaintiffs (together, the "ACTIONS"). Said ACTIONS were consolidated by the Court, with the Barton case designated the master case, DEFENDANTS are named in both ACTIONS. PLAINTTVFS claim, among other things, that flood control management systems in and around 40 the Subject Communities, including at and near the intersection of 501h and Eisenhower, or the absence of flood control management systems, or the failure to properly maintain flood control management systems ("Contested Flood Control Management Systems"), caused or contributed to damage to their properties. PLAINTIFFS seek to recover loss of personal property, cost of home repairs, diminution of property value, loss of use damages, and punitive damages, Some PLAINTIFFS also seek emotional distress damages, DEFENDANTS deny responsibility for PLAINTIFFS' claimed injuries, losses and damages, if any, and assert, among other things, that the sole cause of any such loss, injury or damage was the severity of the Storm and further contend DEFENDANTS' flood control management systems operated as designed during the Storm to provide the required 100-year storm protection. Further, DEFENDANTS otherwise contest PLAINTIFFS' right to the whole and the respective components of PLAINTIFFS' damage claims. The arguments, allegations, and claims of the PLAINTIFFS and DEFENDANTS that were made or could have been made in the ACTIONS, including any and all cross -complaints, are hereinafter referred to as the DISPUTES G. VVHEREA.S, through various motions bxought in the ACTIONS, PLAINTIFFS request far punitive damages was stricken by the Court from PLAINTIFFS' complaints. Page 3 of 26 1231823.1 �. '��REAS, the parties to the ACTIONS agreed to rnediaie the DISP�CJTI�S and on September 30, 2a1 � did appear before Ross R, Hart, PJsq,, as n�ediatar, while the ANIONS did not settle at that time, through a series of "mediator's offers" from October through November 20I 6, the Parties agreed to resolve the T.�ISF�TFS and dismiss the ACTIONS, and #ake those other actions contemplated under this .Agreerrient, as follows. NOw, TIRE�'OR�, FOR GOOD ANI� �ALUAB�.� CQNSI�FRATION, 'T'I-� ., �XCI-IAN�Cr� OF WHICH YS ��Y ,ACN�OwLE�Cr�I�, IT IS I-�EREBY A�REE� AS FOLLOWS ; AG��N�� I. �'ayxnent i�irithin thiY-ty {30) calendar days fallowing delivery of this Agreerraent fully executed by ail parties, CV��D, C�'f`Y, and I-�OA shall pay PLAII�TIFPS tl�e collective sum of one million six hundred foxty�three thousand seven hundred fifty dollars ($ l ,d43,75 0}, as apportioned between them, and the LQR Parties shall pay the axnoun# to be paid by the LC�R FAR.TI�S to PLAINTIFFS identified in that certain side letter agxee�rn.ent dated effective as of Maxch I; 20I7 {"LQR Side Letter .Agreement"), hereto, to be divided between and among PLAINTIFFS as they may agree among themselves, xn full satisfaction of all claims for damages alleged in the AC'�IONS and a :. p art of the I�iSPIJT�S {the "Payment"}, The Payment sha11 be made by wire transfers to the client . trust account of Cirardi & I�.eese per routing and account instructions separately provided to counsel, reement �.e�ardin� Certain Flood Corr#oral _A�purtenances CVw�, CITY, and the LQR PARTIES have entered into the certain appurtenance agreements dated March 1, �� I � {"Appurtenance A.greernents"�, by �whicl� certain ongoing practices and modified practices, to be implemented in connection �crith specXfied Contested Flood Control Management Systems, are detailed The Appurtenance Agree�-nents are attached hereto as P�xhibrts A and B, This A,greernent shall not be effective until aIX parties to the Appurtenance .Agreements have executed �e same, it being expressly understood by the Parties to those Page � of �6 1231823.1 agreements that execution of the Appurtenance Agreements is material to their settlement under this Agreement, This Agreement, together with the Appurtenance �.gxee�rnents and LQR Side Letter ,Agreement, constitutes the entire agreement between the Parties concerning the settlement of the DISPUTES and ACTIOI�TS described in this Agreement. 3. Court �oti�'icatlaa� �wxthin Three {�) court days following the fu11 execution ofthis Agreement and. F''ay�nent, the Parties shall faintly filewith the Court inn the ACTZ��S an appropriate notice that the .AC'�'IDS have been settled. 4. Dis��xte �.esa��tion axed ,�.ttor�e�s' �`ees a 4.1. The Parties agree that any dispute arising from either the meaning Or perfo�r�nanCe of �s Agreement shall be resolved in the foliovc�ing manner: (i} counsel for the Parties shall meet in person and endeavor in goad faith to resolve the dispute; and {ii} in the event the meeting does not result in a resolution, then either side may seep relied' in a final and binding JAMS Streamlined arbitration to be governed by the JAMS Stxea�rnlined .�.rbitration Rules {even if the arbitration is not venued with or before JAMS. The Parties hereby agree that Ross R.. Hart, �sq, is designated to resolve any and ail disputes arising out of ax pertaining to this Agreen-�ent. In the event Mr. Hart is nat available, then an arbitrator shall be appointed by JAMS using JAMS rules, Such an appaintn�ent shall be binding on all PaZ`ties, Mr,Hart or the designee shall utilize the JAMS Streamlined Arbitration P'roGedures to resolve any such dispute. The JAMS Streax-,nlx�ned Arbitration Procedures shall gover�a the p�roceedings, including disclosure requirements; pxov�sions of state and federal disclosure requirements are 'waived by all Parties. If all parties agree, any hearing nay be telephonic. Mr, Hart or the designee shall have tie power to order any appropriate remedy in lave ar equity, to resolve the dispute. Findings and orders entered by Mir. Hart ar the designee shall be final and binding on the Parties, and from which there is no appeal. 4,2, The Parties, and each Qf them, shall bear their own attorneys' fees and costs incurred in connection with the ACTIONS and DZSP�..TTES, and � connection with the preparation Page 5 of2� 1��i8z�.� and performance of this Agreement. an.t �Iot to Suc; 1V�utuai l�eicases; Sectlan I5�2 waiver; I�isrn�s�at of 5.1. It is fhe intent of the Parties by entering into this Agreement to cooperate with each othex in implementing the provYsions of this A.greernent, and each Warty cornn�.its to avoid taping any action that would operate to deprive the other Warty of the benefits of this Agreement. �'or example, and without limitation, the Parties recognise and acl�no�wledge that any lavcrsuit filed by a Party against third parties, i,e,, a person or persons neither signatories to this Agreement nor Warned in the lawsuit ("Third Party" or "Third Parties"}, in connection with the DISP�T.ES could lead to Further litigation and claims for contribution that could result in Liabilities and attorneys' fees being borne by one or more of the Parties, 5.2. Consistent �vxth section 5. � above, the Parties covenant and agree n.ot to bring any never lawsuits against Third Parties in connection vvitb or pertaining to the DISP�iJTE�, 5.3, Except for the obligations of the Parties under this Agreement, and subject to Paragraph 5.7 below, each of the. P�A.INT�FS and each of their respective agents, insurers, parents, subsidiaries, representatives, investors, partners, predecessors, sutccessors, beneficiaries, heirs and assigns hereby fully releases, discharges and acquits each of the �EF�NDA.�TS and each of their respective predecessors, insurers, affiliates, parents, subsidiaries, successors, heirs, assigns, agents, attorneys, officers, employees, Council members, Board members, representatives, and all persons acting by and through them, or any of them (the "I3EFENT�ANT Releasees"), of and from any and all manner of actiar� oar actions, cause or causes of action in law or in equity, surts, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, interest, costs or expenses off' any nature whatsoever, l�.novvn or u-nicnov�n, suspected or unsuspected, fixed or contingent (hereinafter collectively cared "CLA.S"), which any of the P'�A�T1FF� had, now has, or may hereafter have against the D��A.�T �Zeleasees which arise out of, ar in COnn�CtlOn 'V�r1tl�, the .l�CTIaN�S, the DISPUTES, their Govern�xxent Claims, the Sto�rn�, or the flooding which took place during the Storm, This release encompasses, without limitation, all dan-�ages, attorneys' fees, court costs, interest, and consultant and expert fees incurred. Page � of �6 1231823,1 5.4. Except for the obligations of the Parties under this Agreement, and subject to Paragraph 5.7 below, each of the DEFENDANTS on their own behalf and on behalf of each of their respective agents, insurers, parents, subsidiaries, representatives, investors, partners, predecessors, successors, Councils, Boards, and assigns hereby fully releases, discharges and acquits the PLAINTIFFS and each of their respective predecessors, insurers, affiliates, parents, subsidiaries, successors, heirs, assigns, agents, attorneys, officers, employees, representatives, and all persons acting by and through it, or any of therm (the "PLAINTIFF Releasees"), of and from any and all CLAIMS, which any of the DEFENDANTS had, now has, or may hereafter have against the PLA NTIFF Releasees which arise out of, or in connection with, the ACTIONS, the DISPUTES, the Storm, or the flooding which tools place during the Storm. This release encompasses, without limitation, all damages, interest, attorneys' fees, court costs, and consultant and expert fees incurred. 5.5. Except for the obligations of the Parties under this Agreement, and subject to .. Paragraph 5.7 below, each of the DEFENDANTS on their own behalf and on behalf of each of their respective agents, insurers, parents, subsidiaries, representatives, investors, partners, predecessors, successors, and assigns hereby fully releases, discharges and acquits each and all of It the other DEFENDANTS and each of their respective predecessors, insurers, affiliates, parents, 41 subsidiaries, successors, heirs, assigns, agents, attorneys, employees, representatives, and all persons acting by and through them, or any of there, of and from any and all CLAIMS, which any oIf the DEFENDANTS had, now has, or may hereafter have against each and all of the other DEFENDANTS arising out of PLAINTIFFS' CLAIMS, arising out of, or in connection with, the ACTIONS, their Government Claims, the DISPUTES, the Storm, or the flooding which took place during the Storm, provided, however, that the release described in this paragraph 5,5, does not include, and expressly excludes any rights, claims, demands, actions, causes of action, liabilities, damages, compensation, fees, costs, or other claims which relate to properties not at issue in this Agreement and the ACTIONS, Nothing in this release or in this Agreement is intended to alter or iM act each DEFENDANT's obligations under any existing operative agreements between and among any of the other DEFENDANTS, and such agreements shall remain in full force and effect pursuant to the terms and conditions therein (by way of example only, the existing easement . a regiments between and among CVwD and the LQR Parties, and the easement agreements g between and among the HOA and the LQR Parties remain operative, while any claims that could Page 7 of 26 be asseried between and among the DI��E�TDA.I�TS based on those agreements that arise from PI..,,A.'I'IFFS' claims in the ACTia1�S are xesolved and. released}, This release encompasses, without limitation, all damages, interest, attorneys' fees, court casts, and expert witness #ees incurred. 5,6, The Parties acl�.nowledge that they have been advised by their attorneys concerning common lavv or statutory provisions that a genexal release does not extend to clams that a person or an entity does not know or suspect to exist in his, her, or its favox at the time of executing a release �trhich if 1{no�vn would have materially affected the settlement and release; including but rat limited to Califarr�xa Civil Code Section 1542, which provides; A GENERAIJ RELEASE I��ES NET ��TE T� LEAS �w�.C� T'� f�`R�I�IT`O� DQES Nt�T �I�w t�R S�S�ECT T� EAST � �S �R R �AvO�. AT T� TIME OE ��ECU'�`XN� TIDE R�EIaEAS�E, w�C� IE �fl BY �.11� �� It, �ITST A►.v� 1VI,AT��tIAIJL'Y A j +��T��3 �S O� It SET'�`�.,EI�E�'I' '�V.I'T'I� TI3E DEB'�'t��. . with respect to the CLASS released herein, the Parties expressly waive any such c+�mmon law ar statutory protection to the extent it may apply, including, �vithaut limitation, California Civil Code Section 154�, and therefore waive any such rights under such state statute or eozn�rnan law. The Parties expressly agxee that all release provisions in this A�.gree�nent shall be given full force and effect in accordance with each and all of them- express terms and provisions, including tk�ase terms and provisions relating to unkno�rn, unsuspected or future claims, demands and causes of action related to the CLAIMS released hexein. Each Party herein assumes the risk of the subsequent discovery ar understanding of any matter, fact or law that, if now knavvn ar understood, would in ax�y respect have affected Party s decision to enter into this Agreement, The release contained in this paragraph 5,6 shall be effective iznrnediately upon full execution of this Agreen1er�t and tender of Payment, 5 , 7. �atwithstanding the releases set Earth in Paragraphs S .3 through 5 , 6 herein, and xn light of the fact that insurers for the P�,A'X'IFFS and insurers' fox the DEPENDA,.�TS are not sigmataries hereto, if any Insurer Qf any of the Parties hereto commences a lawsuit against any Party hereto to recover any of the monies that insurer paid in connection with the ACT`IUNS or this Agreement, then the Party � or Parties whose insurer commences that lawsuit shall defend, . inden�nify�, and hold harmless the other Parties in connection with such lawsuit; provided however, Page 8 of 26 I23182�.1 that this section 53 shall not apply to the HOA, if the HOA's insurer, m a separate written agreement, shall instead expressly waive ghat rights it may have to sue any third party, the PLAINTIFFS and DEFENDANTS with respect to any claims it might have arising out of this Settlement, this Agreement, the STORMS, the ACTIONS and the DISPUTES. 5.8. Each of the Parties represents and warrants that it has not assigned or transferred to any ether person, firm or carporatio�a ix� any manner, including by v�ay of subrogation or operation of law or otherwise, all or any portion of any CLAWS that it had, has or might have arising out of the matters released hereby, 5.9. Pursuant to the California Rules of Court, within three (3) calendar days following : receipt of the Payment, the Parties will file a ,point Request for Dismissal with Prejudice of the entire ACTIONS. Except with respect to the required and allowed corr�znunications detailed herein, each of the Parties, and at each Party's direction, i#s respective experts, counsel, consultants, and contractors ("Party Representatives"), shall keep and maintain as strictly confidential, the terms and conditions of this .Agreement. No party or Party Representative shall disclose the terms and conditions of this Agreement other than public hearings of CVWD and/or CITY to gain approval to dies' respective attorneys, accountants, insurers and/or enter into this A.greexnent or the Pa consultants, unless required to disclose the terms hereof pursuant to an order of court, written discovery, or a lawfully issued subpoena, in which case no disclosure will occur unless the Party receiving the order, discovery, or subpoena provides written native to the other Parties and their . respective counsel no less than 5 calendar days before such disclosure is required. There shall be no Publicity initiated in any form by any Party or Party Representative regarding this Agreement or the conclusion of the ACTIONS, and no party or Party Representative shall initiate contact with any media person or media concern in any way regarding this ,Agreement or its terms, or regarding the dismissal of the AC'r'I01N S. If a Party or Party Representative receives any inuxry from the media regarding this Agreement or the dismissal of the ACTIONS, then such Party or Party Lep resentative shall state only that "The matter has been amicably resolved." The Pares ftuther acknowledge that the tens of this Agreement are subject to disclosure under California's Public Page 9 of �� 123 � 8Z3.1 u Records Act. In the event that a Public Records Act request is made to CvwD or CITY for any documents related to this Agreement, they shall respond only as is necessary to comply with the Public Records Act and may answer questions from the public, including the media, relevant to their response to the Public Records Act request, but shall not disclose the contents of the LQR Parties' side letter agreement. . Miscellaneous 7. i , Each Party executes this Agreement voluntarily with foil l�nawledge of its significance, and each Palmy, executing this Agreement, has had the meaning and effect of this Agreement explained to said Party by the Party's own attorneys. '�,2, The Parties each, with respect to their signatories, represent and warrant that the individuaIs signing below, when signing an their own behalf, possess the necessary authority to be bound by the terms of the Agreement, or, when signing on behalf of an entity, are duly authorized to bind their respective principals to the terns of this Agreement, The individuals signing below also represent and warrant that they have obtained all necessary approvals and have the authority to bind their respective principals to the terms of this Agreement. 123 y 8z3.1 ?,�. i , with particular reference to the HOA, the ��. represents and warrants that .. its representative signing below is authorized to enter into this Agreement by a vote of the Ot hoard and/or membership, as may be required by applicable California law governing homeowners' associations and as may be required by the Articles and Bylaws, Covenants, Conditions and Restrictions (CC&Rs), and all other governing rules for the HOA, after full compliance by the HUA Board with such governing law and rules, 7.2.2. wzth particular reference to CvwD, CvwD represents and warrants that its representative signing below is authorized to enter into this Agreement. 7.2.3. with particular reference to CI�'v, CITv represents and warrants that its representative signing below is authorized to enter into this Agreement, 7.2,44 with respect to PLAINTIFFS, PLAINTIFFSrepresent and warrant that, Page X� of 2� 0 a3 described in the operative complaint and at all times relevant hereto, they are the sole and lawful owners of all rights, titles and interests in the respective real properties and in the claims released in this agreement and are, thereby, authorized to enter into this Agreement and will be obligated to perform the terms of this Agreement, 73, This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of California �nrithaut regard to its conflict of laws rules. 7.�. This Agreement maybe executed In any number of separate counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument, A, signature transnr�xtted by facsimile or email txans�rnission shall have the : sanne effect as, and is hereby deemed, an original far all purposes. 7,�. This Agreement, the Appurtenance A.greexnen.ts and f.Q� Side Letter Agreement, sets forth the entire agreement between and among the Parties concerning the settlement of the DISPUTES and ACTIONS described in this Agreement, and, except as provided herein, shall supersede any and all prior agreements or understandings, written or oral, between the Parties pertaining to the subject matter hereof. notwithstanding California law, said agreements may not be orally or by conduct amended, modified or terminated, in whole or in part, except through a writing executed by all the Parties or their authorized representatives, 7.6. To the extent that any additional documents are required to be executed by any of the Parties in order to effectuate or catTy out this Agreement, such Party shall promptly execute and deliver such documents. 7,7, No part of this Agxee�x�ent, the Appurtenance Agreements or LQR. Side Utter :- Agreement, may be used to any proceeding as evidence of the respective rights, duties air obligations of the Parties, except that said agreements may be submitted as evidence in any proceeding brought to enforce the terms of the agreements. 7.$. 'Phis Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties anc their respective successors and assigns. 7,9. Notwithstanding any statue or rule of contract construction to the contrary, the .. Page 11 of 26 12�1823,1 language of this .�.gxeen�.ent, the Appurtenance A,gxeernents and fQR Side fetter Agreements, shall be construed as a whole, according to its fair meaning, and not strictly for or against arty Party, regardless of vvho drafted ar was principally responsible for drafting said agreements ar any specific term or condition thexeaf, Said agreements shall be deemed to have been drafted by all Parties and no party ax person claiming an interest in rights under said agreements shall uxge otherwise and the canon of contractual interpretation set forth in California Civil Cade Section 165�4 shall not be applied. 7.14, �t is unde�staad and agreed that this is a cornpron�.ise and settlen�.ent of disputed claims, or potentially disputed claims, and that the furnishing of the consideration fo;r this .:. Agreement, the Appurtenance Agreements and �,(�R. Side fetter Agreement, shall not be construed as an admission of liability or responsibility at any time or for any purpt�se. �t is further agreed and understood that this compromise and said agreerr�ents are being entered into solely for the purpose of avoiding further expense and inconvenience from prosecuting and/or defendi�ag against �� the claims, rights, demands, actions, obligations, liabilities, and causes of action existing between the parties hereto and as iden�.�ied hereinabove. The liability for any and all such claims, including _. but not limited to those alleged in the AC�`IQ�S, is expressly denied by the parties hereto. �: 7,1 1, .�11 counsel fog• PfA�ITIFFS represent that their law firm does not currently have as clients any additional claimants or property owners with claims alleging damages resulting from . the Storm, and that they are not aware of any other potential cXairnants. Each of the �'fAINT'IFFS, . and each of their counsel, agree � not to encourage, support, or incite any other persons or entities to brin or ursue an claims against �EFEI�A.N'TS, or the ��FE�DANT' R.eleasees, which g p Y arise out of, or in connection with, the A��T'YC�I�S, the p�SPUTES, the Storm, or tk�e flooding . which tools place during the Storm. 8. Notices Unless another person is designated, ire writing, for receipt of natXces hereunder, notices to the respective Parties shall be in writing and delivered by hand, by overnight express service ar by registered or certified �rnail, retu�•n receipt recluesied, to the following addresses i The � R P�.R.'�ES: j�3l�23,I Page �.2� of 26 with. a copy to vvxth a copy to �17e ��: with a copy to '�`he H�7A �vvith a cop Y to ; 1231823,] - c10 Jeff Barl�er '1934 Jones ��ranch ]�ri�re McLean, ��, �Z � 02 `ferry �..Avchen Glaser Weil Finl� Ho�rard .A��chen. &Shapiro LLP I o250 Constellation �l�vd, 19th Floor Los Angeles, C.A 90od� Wage 13 t�f 26 clo James Gilpin .: hest & Krieger . 6S� w. �3roadway, 15t�' Floor San I3iego, CA 9210� M . C%© �ialll�l �., Spra.dlin wnodruf� � Sp�radlin chi Sn�ar� 5 3 5 Anton � oulevard, Sure 12Q0 Costa �1/iesa, C.�. 92d2d �� willlarn �. �hri�e Ratan & Tucl�er, i,L�' d i 1 Amon Boulevard, � 4th Floor Costa liilesa, CA 9�626 ��.ere I�. '�icl�ner �rerner Whyte Bxo�trn 8� U'1Vleara LLI� 20320 S.,W, Birth Street, Second Floor Newport Beach, CA 9�d6� 0 � pz r,�rr�� r. i 1�.� �1+71 � F �1� Lawr�e�q� �. ��F�, �I l� r�r ��.i111 Y��J �� i�s '�. �� i �'�I��ra ��u��r� L1�� An��i �.� �� ? £� � �'a�r�y� ck�� +a��n� ��x�� n�`�x��an, �� `��y �� v� n�� `�� e� �n �a�x��e �� p�a�is��,� �� f�tY� ��i�n �rifi��t� ;�� i�� .�+� t�� C,rT,�. ��. �c��iv�zed a�c� �v�r�� pr�ss ��x�� nax�� e��v� ��a� ��i��r�. �`�i�� rav��e� ��.� ax �,i��.y �.��c� w�,a.l� nat �� . �� a�'��t �t �� ,� A.�x��t►�. t�� x�� vr��e� ��, �3' � �� GT��} .-. �� '�� yl � ,..+ ` � _ �'�� ,.. .. � r .. � � y� ..� P�� a� ?� ��3.��:� �, . ��. � � f t bA'TED; � Z �4 I � �� i c T3A`I`E�: a ,► » i � � � �y: ��. ��Tl�.�'i.l�'�� - (signature} �� i �ma�u�e} (5igna�h►re) �� igr�a�re} s�� n� �� .�e 15 0� �� (��gn��u��a) �.A.T�D ; C�� '�� : �y; ��: �`'� (� rg��.atu�e) • � �, A g�y, �J t �� 3 gi17.t1��'�� r� Llr�� y; P�.g� 1� o� �� !?�i3�3.� (� � gi�a�.��) {� � gna�z��•�} �A.'�1�� l:� r �� . .� ... �,� �� .,..._rw,. �.. y t� 1 �1� c1�:LY 1'�� ' �L,J �� 3��1�i��L� .�� - ...._.M .� 1��; .. � ... { ... DAT�,U: �� I��'��; �� i Y ('�I ��l.p�� :+yy� �{.� i�a wN�� . �signatuce� � �� rr vY � �S ig��.��x�� r: ��i�r�.a�u��} �� 'age � � c�� 2d� {Signature) u DATED; DATED; DA"�'EU: UA'I'LU; DA'I'ED; DA,.TED; �y; TAD I-�A1��A� � _ i 0 __ �. {S ignaturc) $y: �s��aa�Ul•�} GA,B��,LA M+�t�l'PL,AISYR �y, `� I g11&tli�"C) ' I�UNNA NUWL�N BY: EY� {Signatu�'e) JA,11rI�S NOWLIN r� / {S�gnature) ��.�� s�uRLoe�c PagC � G of �G {S1�;i��tU;'e� �. �:. i nnTeD: S-li-/� �y; DATED: ��?7� `►7l�,I�LCL4ld��G1 B , �/JCJi�Z�xS (Signature) DATED.' TERRY TRYON By: (Signature) Dl l,'�`�D f A.�A 'V'A�.�AS D�.'X'�D; DAfiED; 1231823,t ��♦ YYY 1 1 y�.��.y� �jy� }(, a GU��LLEC� ''V�AR�-A� ��, (S i�mature� G,�,��ELLA 'MEGA �3y, '�� (S ignar�} �ag� �7 0�26 ��lt� �7��11 �7 ��. �S l�natur�� r�`� 17 i �� tJ�� . �S ��n��.ur�) DATED; � � `7� � / �- �.__.. ��_ i� • � �y; A��A '��C �,� �iilllf� {Signature) ��,. f �� u�� age 17 �� t�lK�3.1 �lJ�� DATA; r� r Dl��D: `� � 7 123 � 823 ,1 � � ` �� i �Sigx�a�ur�} B�: �S ignae� ��, �Sig�ure} A,�A �'t��.R.G�� : �S�g�ature} ��J��RN�t� �'�t�AS ��,► ��lg��t��e} GAB�;�� V�G�14, C,L� �t L��.. �'�.ge �'1 of 26 (� i gn �.�xre} DATED. DATED; DATED; DATED' —. ��. �� 1��,�,il,�'�� A �YI��A� ��, By; �A.�� .AR.'�'��T ��. �SY�na�u��) �EN� �(��A,IJ ��.. (S xgna�ixre} �'�.�e � � � f �� DATED: ✓ �� ' DA��: ��1 �A":CD; �� X3,1�.'��. 1�31823.� �� '� } �%Y � 1 47` �� i ��:l.l�'�} (Signatu,r�) '�` BAR'�'O� ��. ��i�raat�r�) ��, (�i�ar�} �3�; �S �g��tur�) a . ��e �� '�f (Signature) (S 41 Lynature) �.��lA �YIS S1YiAN iy 1 k Signature) ► AAA BART-PqoN� 1231823,i M• (�Ig3la�ltrE) (Signature 1Jt1 1 L1J, �?1�D; D�'�`�D: ��: �� 1s L% 1�:�� D�. ��ignaturej �y; �,�,� �SNIAN •, �� , (�ignar+�} 1� C�' � �y: tSig�.ature} ��. gage 18 of �d r DATED: I � l `� �.A.T�D. �A'�D: I�AT�D: DA.T�3�; 1�31$23, i ��. AN��A �I.,Y . �S �atu�re DA�ID �. BUL�� IlV�DiY�D�I'A�L�'S�, ��D ,� T��JSTEE t��' TRU�� y CR�AT�D IJ�D�I�. 'I`� �T1LEC�� FAY TR.�S'�` ,�.�R��l'NT D.�iTED II�.A'Y Z1, ��93 AID DASD �. l��C�i�, AS '�'��JS'�'E� (J�' 'i`1�2.TJ�T �, SATED iTi�iI��i� T B�E�� 'A�1�' `��.TST ,�,�EN�E�'�' DATED SAY �1y �93�y 0��Y �A�1�D A� ��A��T-��' DECK �'.�NIILY T�tUS'�` UNI�E� TR�T�T AG��N�` DATED S/��.119�3 ��,. (Sig�at��e) ��. • ' '1 pA�J�., �`UR.C�IEE�� sy: �signature� • � � By: (Signature} �'a�� 1� a� �6 DATED; 'S�o�� AT�� :.: t� � ��L'r�� y�. (Signature) �� r��s �.��x �� x�u�� a�� s�� a �� '�'�fi�'S'I' ��Ni�I�'�` �►1�►,'�D �12�1��93 - w •� /� � .� J.� �� 3�; ��igna�u��} Page 1� �f � (Signature) �: DATED; AN��L.A ALLY �� {S xg�atuxe) DATED; DAVID �. BULEC�E�, INDIVIDUALLY, AND AS T�.USTEE U�' T�t.UST �, CRE.�TE�3 UNDER. T�� ULECE� �.A��Y TR.UST DATED ,� DATED: 1231823 , l AGREE�ENi' DA'T'ED �ViA,Y �1, 1993 AND DAVID '�V, BIJLECI3L�, AS TRUSTEE I�� TRUST �, CREATED UNDER THE BTIL�CH�� FAMN.�LLY' TRUST AGREEMENT DA�`ED �A'Y 21, I993, ERRDN�DUSLY� NAMED AS PL.�NT��'` BULECHE� �`A��LY� T:�i.UST Z.TNDER TRTJST AGREEIYIEI'�'� DA'�'ED S/2�1�.�93 Dy. {S�gnai�ur�} 3EA►N� �C�R LLI (Signature) FAUL �`QRCHELLI Ey: (S i gnatur�) AL �ARCIA By� tS �gt�atu re} �'ag� X9 of 26 r DATED: -S �� / ��.�`��: !� 1 �ATE�; � _ � ��+�i��l By: �S��r�ature) B�' � � � i � �` � G�� . �� r ��gna��r�� y• �� n.�.tu�r�} �,. �s�g�a�u�� • �S ig�a��r�) �:. ]�A7`E�: �.. �� ; DA�'ED; D�1T�Y3: �tt�S� �ARCIA ��,, �� 1�t��Ur�} �y: i�� ignatUre} (Signature) G��I� � ►�R1�IaR �� tS ignatu�•e} �y: tS��t��r�} ��I�� CRANII ��''U�'I�, JR. and ��P�� . S�k��R�Ry �C(j-�`RU��S ��' `I`HE JA►.N��S C, LE�� PAR.�.'X`� P�t�PER�'Y �`RUS'�' B�; (� ignature} By; �� I�I��U�'£} .�A'�`ED ; �A.'�'�D 1'� ,� �- DA�`ED; �23l8�3,1 By' �O� C�LQ �y. (Signature) ��< ��ignatur�� y; By� �L�N� L� �,� I��I1A�U�� 11/.�,��' �.�, F��'TI�S, LLC �5��tu�e) .�AIY��S C.A. ��'V��, ., ar�d S'�P�� , �C��: CO#'�'�t�JS'�`�a�S t��' T JABS C � Lis S��A�A�`� F�(��.�c�' �'Ri�S� ��,, (S � gt-��.�ur�} �y. {� �gna�t�re� gage �� of �� Y 4 �7A'D; DA`I��; w DA�'��; �Ai�D; SATED; �� 123I823,1 ROSE GARCIA ��. �� lgrla�l��`e� �� G�IE�ORE ��,. �Sigr�ature} � � r � ` � ' � By: (Signature) G�El'�N LERNER ��,, (S x gar�atuxe} MJP O.A�� PROPERTIES, �� . By; (S igna�ure} JAN�ES S �HE� C. I .. �y; Page 2� of 26 JR. STEPHE�T E. ;R;CO�TRUS Q�' THE JA�� S SEI' PROPERTY 'T�t.UST (Si (signature) �36� ��1 ��17 1�; �.0 ��8��3 THE l�P � ST ��E �� 1�3 i .1 ��: ��, (�i�tt�Ctl�r�} �S[�atur�) �� . - -- - �M`(]i �'"��YI a �AT�D, J • � � a s,�i D�1.T`E.T� 12318��.1 �� .��D�' LC��IN� �y; { � E gn �fi��u'�� U � �� Ll`�i ��i`1�N��`TE ��I��A By �S i�af«re� �fJ�I OL�C�iV� ��, t��g��at�ir�� a��a� �y t� i�nat�.��•�� r�� y: (S i��ture) �� i�natu�•�) Pa�� f2�� May,17, 2017-12;32AM Law Offices of Gerard L Friend � �i1 ' r �� 1. l.:lt...� , �.A�'�� ; �• � D�T�� r, l��] B��.I r �� ik1:1�J;�� i ��11 �il�f ��. 1�..�.-� �� "�� 4 � r i� asp .�]E,A��TT� �►� i � 5 �� L��I �� ►��tt��re� �A� ��' ��S i IY `\ A A�� rr � 1� 1� r J P�.�� 21 r�� b �� 1 L��itJ� Ulfibr�n �`%�� I f r DATED: 6/23/2017 LILLIBETH ESTRADA SPECIAL NEEDS TRUST By: WELLS FARGO BANK, TRUSTEE Page 21.1 of 26 ��.�,.i.�. By; �sigpatuxe> �'�� J1��I1�I ��: ��• SS� r �;.7 �gnat��`ei� �.or� C�I�SCt� ,,, . �y: � �-- �sx��ur�} J �� w� . � - / J 1 � YJ � � �. DATED: � �. Y � � r "v,,,am �� f �'�� f �� 1Z� l ��.1 {Signature) (Signature} DATED: DATED: DATED: DATED: DATED: DATED: DATED: MICHAEL ROBSON By: LUCINDA ROBSON By: (Signature) LUIS SATO LOW By: (Signature) ELAINE VALENCIA (Signature) HARRY SCHAFFNER (Signature) ANN SCHAFFNER (Signature) MONICA VAUGHN (Signature) Page 22 of 26 1231823.1 �i'�,.� i DATED; ��l 2�� ! � �� 1�41.��V� ��L,1��.RJ.C� �t./��w..l� �� .�a DATED: � 2--`i � �� ELAINE V DATED: �2 ! I i cG DA'PBD: S Z / DATED: � � �� / I2318Z�.I ��, �� , Pale �2 a� 26 �� n�tt��e� ��•�� .��f V� (Sagna (Signature) ;�: f�� ._ ��: DAT�I): �L31�'T'D; A'�'��, i 231 ��3, � ��. (Signature) �� gn��t�e� P�'LLIS '��'�ER B�; ��iatur�} �� I�,��. ��. ��in�turc�� ; I��C �t�; ��x� e� ,��.�e �3 �f �� DATED: �A�� .A�`ED: DA'D: 1231$23.1 �G�/`7 ��; (Signature ��; ��r�v.A� ��ST�� Signature) PI�?'�� V�E�ST�R �F�` ��L�A �y: �� Ig�a��e� �,�SA ZELL,�. B►� �Signature� �ALD�-�AS'�`C��iIA �1�A�A��M�' �,�C �3�: (Signat�re� (Print Name) Its: (Title) Wage 23 �f ZG 13A'�`�D, f711Y�i� �� 1�AT�D; �(JG�� "A�G �y: �Signat�u�re} ��. �Signa�u�e} �`�Y'��IS '�V��S'�'E�.Z ��. i �Slg�ature} ��SrA ��IaI�A i {Signature) �'A�D��` AS'�(3�A �AIV�.AG��1�I'�` PLC gay: tS �g�atu�e} (�'rrnt Name} its: �'�'it�e} Wage �3 a� �� DATED : DATED DATED: DATED: DATED: DATED: ROGER VAUGH� By: (Signature) LEUNARD �VEBSTER By: . (S ignature) PHYLLIS WEBSTER Bv: (Signature) By: JEFF ZELLA LISA ZELLA (Si�ature) By: (Signature} By: ti�'ALLI(�R.F=ASTfJRIA 1�lANAGEIVIENT LLC Its: Page ?3 of 26 (S i�.ature) (Print Nam�1 tTitle) �t DATED: 9UL LU DESERT R.ES4RTS 1V NAGEMENT Coal LLC By: (Signature) (Print Name) r Its: j Al, (max.v�3.�r�.. Q. kk (Title) DATED: By: DATED: R GOLF LLC MICHAELJORDAN AUTH6RRED�T1 By: lts: (Title) LQR FROPERTY LLC y Its; (Title) Page 2� uf' 2b 1231R23.1 AUTH�RI�ED SICNATORY Tt�oRtz�o slcNaTORY DATED: DATED DATED: KSLR ASSET MANAGElv1ENT, LLC Its: (Signature) �_X, �-�- (Print Name) (Title) THE HACIENDAS AT LA QUINTA HOMEOWNERS ASSOCIATION $v; (S i gnature) (Print Name} Its: President ______ THE C(JACNELLA VALLE'Y''V�'ATER DISTRICT ItS: Page 25 of 26 (Signature) {Print Marne} (Title (Signature) (Print Name) (Title) ASSOCIATIONMEOWNERS (Signature) (Pr nt Name) �T13;IE} (Print Nama) Its: (Title) w 12311323.1 �• r I SLI% AOS�T IyLtlll ENTI LLB (Signature) MAIUMLLULIA Its (Title) _ • I �y. (Signature) Its; (Print Narine� id Pres (Titles) THE �t)A�iELLA. �ALL��' 'V��TEI� �IST�+CT (Signature) .J . M. ' Barrett (Print Name) Its: General. Manager Page z5 of Zd (Title) DATED: MAY 18, 2017 THE CITY OF LA QUINTA By: DATED By: DATED; By: Digitally signed by Frank J. Spevacek DN; cn=Frank J. Spevacek, o=City of La Quinta, ou=City Manager, email=fspevacek@la-quinta.org, c=US Date: 2017905.18 17:25,59-07'00' (Signature) FRANK J. SPEVACEK (Print Name) Its: CITY MANAGER (Title) THE LAW OFFICES OF LA�%YRENCE W. SHEA II (Signature) (Print Name) (Title) GIP:ARDI & KEESE Page 26 of 26 1231823.1 (Signature) (Print Name) (Title) t � 1 lZ�t$�li G (Signature) Willi Nye} Its Crlitle) e {Print Name} ��'rint dame} I�AT�.T�. ��,. �S�gna��r�} (Print Name) :its; (�`x��e} �y. �� gr�at�ux�j ��. ��s; ��n.t ��e} (Title) (Signature) THOMAS �, GIRA (Print Nar►�e) X��s� ._ __A��orne Plai.n�if f s ��: EXt1IBIT A � � � � � � � • • � • • r A.��'�JR�'�I�AI�TCE A��N�T D�:1N�S GOLF C+��RS�I�AC1��3AS � """"""""' ""'"""""" IIMI �IAO/r1 111 1 1 1 'This Appurtenance Agreerr�ent ---Dunes Golf CourselHaciendas ("Agreement"} is entered . into by and between '�aldar� Astoria 1Vlanagernent LLC, 9�210 T3esert Resorts Management Col, LLC, LQR Calf LLC ("LQR. Col#"}, LQR. �`roperty LLC and KSL,R Asset Management, LLC (collectively, "L,QR Parties"), Coachella Valley water District ("C'VwD"), and City of La Quinta t``City") (individually, "Party"; collectively, "Parties"). RECITALS A, � `Two actions were filed in the Riverside Superior Court" against "La Quinta Resort", I-It�A, C'VwD, and City resulting Born damages allegedly caused by a large monsoonal storm occurring an September 8, 201� (the "Storm"), �lve�iz, et all vl �`iiy of ,�a �uzn�a, 2�' arl, PSC 1503161 ("�lve�iz"), and BaY�Or�, et aZ, vl C`x�y of La �uxnta, et ad., PSC 1505200 ("BaY�on"} (together, the "Actions"}, The �Ldverrz action, filed an July 10, 2� l 5, xs brought by Plaintiffs Cruadalupe Alverizl�lsa Diaz; M.a�ria ]3arba/Carlos Lopez; Maria and Steven Cardinal; Kasia and Steven Gardner; Ted Hammanr�/Joyce Litch; Gabriella 1VZonplaisir; Donna and James 1�o�nrlin; Diane Scurlock; Richard and Kristen Simms; Terxy `Tryon; Ana and CYuillerma Vaxgas; Gabriella and Ricardo "�"ega; and Dale and Linda wissn�an tcollectively, ".�lveYiz Plaintiffs"). The .carton action, fiXed an November 6, 2015, is brought by 'Titre and Jamie $artan; Gene I3orde1eaulAngela Kelly; David Bulechel�, David �. Bulechek, as Trustee of 'Trust �, created under the $ulechel� Family Trust A.greernent dated May 21, 1 �93 and David �w. Bulechel�, as Trustee of Trust C, created under the Buleehel� Family Trust agreement dated May 21, 1993 (David �. Bulechel� Trustee of Trusts � and C jointly, "Bulechelc Trustee"}, I3ulechel� Trustee erroneously Warned as Plaintiff Bulechel� Farnxly Trust Under Trust Agreement Dated 5121119�3; Jean and Paul F�archelli; Al and Rase Caxcia; Don CilmorejBarbara Strakt; Glenn Lerner/MJP GAL Properties, I.LC; James C. Lewis; Debby Kennedy and Paul Larensini; Jeannette Mendoza; Ron and Jan alsan; Christ�ophex and Shirley Painter; Michael and Lucinda R.obsan; Luis Sata/�laine VaXencia; Harry and Ann Schaffner; .Monica and Roger vaugbn; Leonard and Phyllis webstex; and Jeff and Lisa Zella (collectively, "Bar�tan Plaintiffs"} (the �rveYiz and BaY�'pYT Plalntiffs, collectively, "Plaintiffs"). The LQR. Parties were later Warned in amended connp�aints, although the "La Quinta Resort" remained as an erroneously named Plaintl�'f. I3, .�lve�xz Plaintiff's Richard and Kristen Simons and Ba�tan Plaintiffs Tim and Jamie Barton; Gene Bardeleau/.Angela I�.elly; David I3ulecheltlBulechel� Trustee erroneously named as Plaintiff Buleche� �`arnily Trust Under Trust A�greernent mated 5/2111993; Jean and Paul Forchelli; Dan Gxlrnore/Barbara Stroh; Cxlenn Lerner/MJP CAL Properties, LLC; James C. Lewis; Debby Kennedy and Paul Larensini; Jeannette Mendoza-; Ron and Jan (bison; �-�arry and Ann Schaffner; Leonard and Phyllis Webster; and Jeff and Lisa Zella claim, among other things, that certain flood control managerner�t systems in and ne�.r the Haciendas at La Quinta and Dunes Colf Course, as well as near the intersection of Eisenhower Drive and Avenue S0, caused or contributed to the damage to their properties ("Contested Haciendas �`la+ad Control Appurtenances"}, t23�998.1 C. The Contested Haciendas �laod Control Appurtenances include tvvo 36-inch �'einfareed concrete pipes ("RCPs"}, one � of which runs from the lake at hole 13 of the Dunes Golf Course t"Lake 13 ") to the La Quinta Evacuation Channel �"LQ�C>'}, and the other of which runs from the lake at the south end of the hose i 2 fairway of tl�e Dunes Golf Course ("Labe-1�"} to the LQEC, bath of which are depicted in the drawing attached as Exhibit "A" hereto and narked ��" Culvert and B.CP Culvert 36" x 125', respectively. D. The Contested haciendas flood Control Appu�enances also include a �8-inch RCP that runs from the curb catch basin on the crest side of Eisenhower Drive, just south of Avenue S�, to Lake-13. Said catch basin and RCP are depicted in the Eisenhower give, Cane Tampico to Avenue 50, Drainage Plan and Profile, Sheet 9 of � 8, attached as Exhibit � (hereinafter, "�isenhower Drive Catch $asin and RCP"}. E. Each of the �'arties deny liability far any and all of Plaintiffs' alleged damages arising from or caused by the Stflrrn. Nothing in this Agreement shall be construed as an admission of liability or responsibility at any time oar for any purpose. P. Plail�tiffs and the Parties entcrcd rota a Settlerr�ent Agreement and utual Release �"Settlement Agreement"} made and entered into as of March 1, 20 � 7, which sets forth the terms and conditions of settle�rnent of the Act�ans against the LQR. Parties, BOA, CvwD, and City, G. Natwithstandingtbat the Parties deny liability far any and ail damages claimed by Plaintiffs in the Actions, in consideration of the releases set forth in the Settlement Agreement, whioh Settlement ,A..greement is incorporated hexe�n by this reference, each Party agrees that certain of its ongoing practices will continue and it will ux�dertalce, but only to the extent the Party agrees hereunder, certain modified practices going forward with regard to the Contested haciendas Flood Control .Appurtenances as follavvs: . ' � Now, T�RI�)� ORE, xn consideration of the covenants anal conditions contained herein, the Paxties agree as follows. 1, L R Go1f s Ri ht to Use 36-inch RCFs, LQR Gaf f shall have the right to continue using the two 3 �-Inch RCPs to discharge water from Labe-13 and Labe-1 �, as it has been doing. LQR and �-IOA�. shall continue to have the respective rights and responsibilities described in the easement agreerx�ent that LQR Golf has �vxth the ��.A., �recarded in the o%ficial records of the County of Riverside on March S, 24�3, hoc � 2��3-154'�6I, LQ�. Golf may continue to punp water from the hole � tee box of the I?unes Course through its existing pipe that connects to the �G-Inch R.CP and runs up the 36-Inch RCl' Into �.,al�e--�.2, as agreed between C'VWL7 and LQ�. Golf and pursuant anti subject to the easement LQ�. Golf has with �vwD, recorded in the official xecards of the County of Riverside on April �S, 198�, Book I �83, Fage 7771 U, except during a rnonsaox�al rainstorm or when it would conflict ar interfere with Lalce- i 2's use for storm water and flood control purposes, Nothing in this paragraph shall be construed as granting L,Q�. Golf the right to open the flap gate of the RCP connecting Lake�I2 to the I...QEC for, purposes of pumping water from the LQEC into La1�e- i 2. LQR Golf also must comply, and shall be responsible for ensuring compliance, with any and all appiicable federal, Wage 2 of 8 r 1234998,1 state, and local laws, rules, and regulations relating to its use of the 3 6-Inch RCPs, L,ake� 13 and Lake-1 Z. 2. L,Q�. Gobs R.es�ansibiliiies re 3�-Xnch RCPs. LQR G'rolf shall be responsible for any and all routine maintenance warp with regard to the �SWinch R.CFs, which skull include performing scheduled inspections and preventative maintenance of the inlets, outlets, and flap gates of the RCPs, keeping the respective entrances and inlets to the I�.CPs leading from Lake-13 and Lake- l 2 neat, clean, and clear of debris, keeping the exits, outlets, and flap gates an the �.,QEC side of the RCPs neat, clean, and free of debris, and performing any necessary repairs to, and replacement of, the inlets, outlets, and flap gates, to ensure that the RCPs function properly, finless caused by the failure to discharge its responsibilities under this Agreement, LQR Golf s repair and replacement obligations shall not extend to the any other pans or segments of the 3�- inch RCPs. 3. CywD's IZ.esponsxbilities re 3�-Inch RCPs_. Cv-Vt1� shad be responsible for repairing ar replacing the ��lnch RCPs when necessitated by obsolescence, worn out e�uip�tnent due to ordi��a�-y 'wear and tear, ar excavations performcd by CVwD ar its cbntractar. C,VwD shalt also be responsible for Inspecting the integrity of the 36-Inch RCPs on an annual basis, For illustration purposes only, in the event a 3��Inch RCP breaks due to ordinary wear and tear, CVwD shalt be responsible for repairing or replacing the RCP, ar portions thereof, under this paragraph. �y contrast, in the event a 3 6-Inch R.CF breaks due to LQR Galf's failure to discharge its maintenance responsibilities under paragraph 2 of this .�greernent, LQR Golf shall be responsible for repairing or replacing the RCP, or portions thereof, under paragraph 2, except far the inspection responsibility set forth in this paragraph, ��tiwD shall have no xouth1e maintenance �abligations or conveyance responsibilities with regard to the 3�-Inch �2.CPs, or any parts or segments thereof. �, Lake�� 3 'dater Level, LQR. Golf shall maintain Lal�e�-i 3 at or above its current storage volume and shall reduce the grater level xn Lake- 13 from July 1 to September 1 S each year to a level two to three feet above the inverk elevation of the outlet for the �8^inch RCP that runs from the Plisenhower Drive Catch basin to Labe-13. LQR Golf shall further maintain ail transfer piping and pumps used to manage lake height at current capacities or higher. 5. LQR +Gaff s Respansibilxties re 48MInch RCP. LQR. Golf, as it has been doing, shall keep the outlet Qf the �B�Yinch R.CP that drains surface water from Eisenhower Drive to Lake-� 3 clear of debris or blacl�age and shall maintain Lake- 13 sa as to not interfere with its utili�atxon as a reservax�r within the flood control drainage system that Includes �trithout 1 imitation the P�isenho�er Drive Catch Basin and R.CP. City shall have no �.aintenance obligations with regard to the 4 8 �-inch RCP out let. �'s �tesponsibilities ire Eisenhower J3riye Catch Basin and R.CP. 'I`he City is the owner of the Eisenhower Drive Catch Basin and RCP, City, as it has been doing, will continue to maintain the F�isenhower Drive Catch Basin and RCP, and perform routine maintenance to clear debris from the catch basin and RCF. Nothing in this Agreement shall aXter or affect the rights held by the City under that easerrlent for drainage facilities and incidental purposes granted the County of Riverside by deed recorded. November 19, 1981 as instrument No. 21,�750, official records, as depicted therein and an Parcel map Na. 2833�, said easement Page 3 of 8 1�34998.1 having been assumed by the City upar� its incorporation. 7'. Easement between �� ier�das At uinta Horneovvners "H�A" xe ardin Contested Haciendas Flaad Control A urtepances at Lake-12, The parties hereto recognize that there exists an express easement between the HQA (as successor to Sedona Homes) and LQR, entitled "rant of Easement for Drainage" dated February � 9, 2003 and recorded an �Vlarch 5, 2�03 {Doc, # 2003-15�7b1} (the "HOA Easement"� {attached hereto as Exhibit C) whereby the HOA agrees, among other things, to inspect and maintain certain flood control pipes and appurtenances within its cornman. area that convey surface water to one ar the other of the two lakes on Dunes 12th hole, as rr�are particularly specx� ed in that HaA �ase�ment. 1�Iothing in this .Agreement is intended to modify ar limit the terms of any and all Operative recorded Drainage Easements pertaining to the Hi�A, 8, Effective Date. This Agreement shall became effective upon execution by all Parties, 9. Entire Agreement. This A,gree�-nent captains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.. 14. Arpendment of A.�reernent. No supplement, �odiflcation, ar amepdrner►t of this Agreement shall be binding unless executed in �rriting and signed by all parties. 11. Mutual Yndeification, Each party {"�ndemnitox") agrees to defend, at its own ' ' � � ' d 'f d h ld harrniess evex expense �nclu.d�ng payment of reasonable attorneys ees, in emr�Y y an o y atl~ier party, its Board of Directors, directors, City Council, cap�.na.issions, council menabexs, agents, officers and employees ("�dernnitee"), sued by a third party ip connection with ar related to the Zndemnitar's perfarrnance of its responsibilities under phis Agreement, or the exercise of any rights described in paragraph l of this Agreement, frarn all costs, penalties, damages, liability and claims of any nature whatsoever, including but not limited to liability far '�?Odlly li�,�ury, sicl�ness, disease, death, or property damage {including foss of use), caused by ar arising out of or relating to auy negligent act, or error or om1Ss10n of the Indemnitor, its off cers ar employees, ar any other agent acting pursuant to Zndernnitor's control and performing under this Agreement, Ta the extent that more than one Party is determined to have been negligent ar at fault, the Parties agree that each party shall bear its awn portion or percentage of liability and proportionate share of attorneys fees and indemnify and hold harmless the other party from the �ndemnitor's share of liability. �atwithstandir�g the foregoing, nothing herein shall be construed to require the �ndemnitor to defend, indemnify or hold harrn.less the Indemnitee from any claims arising from. the sale negligence or willful �-niscor�duct of the Zndemnitee, The Zndemnitee shall p�ra�nptly, after becoming aware of any threatened or actual lawsuit, notify the Inde�nnitor of any claims it d.etexnlines are within the scope of this indemnity provision, and if the defense is provided by �ndemnitar on a tendered claim, cooperate with the defense of that claim, l2, a Third Partv Beneficiaries, duties or obligations to, or rights in, third part 123499�. I nothing in this Agreement is Xntended to create ies not parties to this Agreement, •' � :' .13. Successors a�►d .Assigrr�s, This Agreement shall bind and inure to the benefit of the Parties hereto and their respective governing bodies and their individual board rrie�n;bers, heirs, executors, administrators, legal representatives, successors, subsidiaries, parent corporations, and assigns. 1 �-. Co� ctian of ,A�reenler�t. �o provision of this Agreement sha11 be construed against any of the Parties based upon any of the Parties drafting any portion ofthis Agreen�en.t, 1S, Authority to Enter A�;reem.ent, Each Party signing this A.green�ent represents and . warrants that the individual signing this Agreement on a ParCy's behalf is filly authorized to do sa and has obtained. all necessary approvals to bind that Warty to the tens of this Agreement. 1�. C�avernin f.aw 'Phis A.greerr�ent shall be deemed to have been entered into in . the State of California, and governed and interpreted by the laws of the State of California. 17, waiver. �o waiver of any default shall canstitu.te a waiver of any other default or t�cea�ch, whether of the sank ar other covenant or condition. Igo waiver, benefit, privileges, car service voluntarily given or performed by a Party shall give the other Partly any contractual rights by custom, estoppel or otherwise. 1$. Coo eratian and. Further ,acts, The Parties shall fully cooperate with one another, and shall tape any additional acts ar sign any additional documents as may be necessary> appropriate or cc�i�venient to attain the purposes of this Ag�reet�ent� �9, Canf�dentiality. Where shall be no publicity initiated in any form by any Party or Party Representative regarding this Agreexx�.ent, and. na Party or Party Representative shall initiate contact ,v�rith any media person ar n-�edia concern in any way regarding this Agreement or its terms. 1f a Party ar Party Representative receives any i�.quiry frarn the media regarding this Agreemen.#, then such Party ar Party Representative shall state only that "The matter has been amicably resolved," In the event that a Public Records Act request is made to CilwD or City for any documents related to this Agreement, they shall respond only as is necessary to comply with the Public Records A.ct and rr�ay answer questions irony the public, including the media, relevant to Their response to the Public Records Act request, but shall not disclose the contents of the LC�R Parties' Side Letter Agreement, The Parties acknowledge that the terms of this Agreerrient are Public Records subject to disclosure under California's Public �.ecords Act. �ti Counterparts. This Agreement may be signed in counterparts, and any facsimile, . e-marl ar other copies of this Agreement or any counterparts, shall be deemed ari original. 21. No Chan. e to Existin. Easements, 3�Tathing in this Agreement shall alter or affect the rights held by or the obligations owed under any easement by or between CvwD, the City, I-�QA, and/ar the LQR Parties. �' age 5 of S 1234948,1 20I7 Dated: may WALDORF=ASTORIA MANAGEMENT LLC (Signature) (Print Name) (Title) Dated: May C� , 2017 90210 DESERT RESORTS MANAGEMENT CO.. LLC Bv: 1 (Signature) (Print Name) Its:.0 Z •• :�jr��, �1�✓. t'1�� (Title) Page 6 of 8 Dated: May , 2017 Dated: May _ , 2017 R GOLF LLC By: MICHAEL JOROAN ature) t Name Its: (Title) LQR PROPERTY LLC sy: mature) Its: (Title} �J CHRIS FRAIO�t CHRIS FRAi4Ll Dated: May , 2017 1�SL,R .A,SSET MANAGEMENT, LLG By: (Signature) Its: Page 7 of 8 (Print Name) (Title) NATC�RY IGNATORY Dated: May �, Dated: tiiav , ?Ol 7 Dated: May , ?� 1 i LQR GOLF LLC Bv: (Signature) (Pi•irt Narne) lts: (Title) LQR P ROPERT�' LLC B y: (Signature) (Print Vame} .Its: (Title) k:SLR ASSET MANAGEMENT, LLC Bv: r Pale 7 of S (Si�xiature) (Print Name) ,r-�,� (Title) Dated: ivia ? ► � � �rlA�,t..E"Y T t � T ow"W-4.44 - A� {Signature) (Print Name) Its: General Manager (Title) { 16tature} (Print Narne) Ids; Dated: May , 2017 COACHELLA VALLEY' WATER DISTRICT Dated: 1234998, l By. (Signature) Its (Print Name) (Title) May � $ , 2017 CITY OF LA QUINTA By; Digitally signed by Frank J. Spevacek DN: cn=Frank J. Spevacek, o=City of La QuintaI ou=City Manager, email=fspevacek@la-quinta.org, c=US Date: 2017,05,18 17:23:23-07'00' (Signature) FRANK J. SPEVACEK (Print Name) Its; CITY MANAGER (T1t1e) '1 1 M' Sa.N3i'�3rl��ditil 3��tNIYi�Q �N�+ 39(71'�8 �l1iZ:3q k�hrIOHIV�S�� I i+ 1 ; 1 � I ` ' { l � f 1 r i 1� i � ` I � j !r! i � _�ii � i `i 1 �1 ``� j„ J.,,,, . � r � . 1 � , 1 1 .tom � i i � -� � 1 1 f � � � �� t : �' �� * j 1 N I i 4 „ � '� ..- 1 �, f \ � � *!� 1.: u 1 1 I _ , � ' I ' � �l t/ (t I �'r . -�--' � � � ; �, ,� ,1 1 � `1 �; S U 4 � I �� 1 (i � Y+i i _ � �' f j;i . m i � i :,' � � :;• � 1 ; �y � � (- , �. 1 1 i I 4F � ` � { i,, . �1 � 1 1 + � t7 .� l l � y! � � � ��s � •�� l t�� l .� , f 'Yr ,,"�� ,.r 1 13 � � � 1 �pi';n L � �I 3' � k' fi I , � � � v WET �T �:1 �i�L � ��° 7' ii ; ; r � f � 4 f i ��urn I �� ' E �. ,A �f , .. . � Y � ! ati i rJ -+— —� ice, � S �'� ! ` x u r jj i � � �1 � ! lil �-�; i 1 1 ; l I. i Y � ` I `' �� `� T ' I. / 1 I ' rt i � � �' �I t� T � 1 �.� J. 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Rscord•d In 01'f�ci�i Rs�ordr Caunt�y of l� i yr r,� � da Gary �. ,. a�aa ��tw•ssor' , C�+�nty C nark � l�sGprdsr �L�ia i;r�c for Recos'cSGr'S , "1 � �' ITT FC.��. �R' A�rE the ``Ease�er�t") xs x�a.da t�s TES GR.A�TT �F EAS�M� a I�ela�vare Gorporatxan ebru 2a�3, b� and between I�S� Desert i�.esorts, �., �> dad of F Y� << « �; Setlona saes inc., a CaX�farn�a ec�rporat�on � Grantee �. � grantor }, and RBCYTA,I�S ' main real ro e:rt� in �c pity of �a �u��.ta, �vunty of � . ('an�or is the aw�.or of ce P � �.iyerside, and State of California described as fol�avys: o. 30� 1 � as ear map filed for record inn Bao� ��, Pages 31 Parcel � of ParcellViap � e p �� , . s Gf��cial �ecoxds of sand County, tthe Golf Pxape�' ). and 3� of Parcel Map , ' ertaiIl Ye$.l r0 e� �1 t�� .�' Of �$� �ulllt�, �p'tlnt� o� �. Grantee 1s the ovirner of c P p Rl�rerside, and State of Callfar�.a described' as follows; Letter �.ots'A th�'��► F, inclusive of Tact Map moo, 3�� -2 sots 1 thxoug� 2� anc� 1 inciusxve oflVlaps, « � �� er �a flied for record in Book 3�2� Wages 13 th�ro�gh 7, ( Taact 30�25 " ) as �* p �� f�icial i�,eco�'ds of said County tthe deal �'roperty' }� • der ina a attern �n �e �ea� Properly, water front xainfall. 3, Accard�ng to the ex�st�ng a � p o ext onto a ort�c�xt ofthe anon �pws through end a�'ass portions of the seal pr p Y � and landscape g u�rsuant to the dr2�ag+� facilities co�nstrocted for such purpose. �l��raperty p wire to create an easement exclusively for landscape irri,gat�on 4, Gxantor and Grantee d j= s certain storm Dram. ' �r�na a oses a�aly the i�un� ), hough and acras and ra�nf all d g p eal �r+o a anr� the Golf Property fv� the benefit of Irn rave�.cnts �� d.ef ned herein) within the �. p �' P �;�$ge��ss t ,dvc Page � Exhibit C the Real Property, and for �a) installation, canstructionr maintenance, repair, replace�'ne�t and rccanstructit�n of the Storm Drain �mprovemer�ts, (b) reasonable drainage through and across the �tornn. ►rain Imprt�vernex�ts, and (c� the ingress and egress aver the �tarm Drain Easement Area �(as defined herein as reasonably necessaxy fay th.e fv�gaing p'urpa ses subj ect tc� the fallowing terr�as and Conditions, �TOw T`�REF�RE, for and i�n consideratxa� of the mutual covenants, eandition.s and agreer�nents herein contained, Grantor shall grant to Grantee the easements ar�d rights described herein and Gr�tee, by the exe+�utic►n and �'ecc�rdation of his dvcum+ent, agrees to accept the conveyance ofsuch easement rights sr�bjeGt fo the terms and conditions more particularly set forth below. ARfi�C�� I ��N'ITYoiv�� LJnYess the context clearly. means otherwise ar unless otherwise defined below, th+� follov�ring terms used in this Easement A.green�ent shall �n.ean as follo�ws� Section 1 � a I - Starxn Drain Easement .Area, "�tc�nn DrainEasement Area" shall n�ear� (a� -- . those portxox�s ofthe G`rolfPropexty, adjacent t€� x.ot 11 ofTr�act 30125,�, wherein a Take ys located that accepts the P.unoff from the Storixi. Drain In�pravex�nen#s located vvxthin T.,ot I 1 of Tract 30125w2 and (b) those pa�ions of f.�ot I 1 of Tract � 0I 25 �2 a� which Storm brain �.pra�tements are located. - Section 1..02 -Storm L3ran �np�rayernents. `{Storm Drain improvements" shall mein as to .. fot � 1, the catch basins, pipes, conczete structures, surface drainage ditcbesf� grates, der wells, devices or other ch`ainage i�pro►vements constructed or installed within �..rot 1 I of Tit �C112S �2, a.�d as to the Golf Property, the drainage pipe to be located with -in tb.e Storm. Drain E�tsernent Axes, vvhxch. shall extend no further than twc� feet from the bou�adaxy ling between �t i l and the Stnrn� gain Easement Area., A�Tx�c�,� �� GRANT �� AS�lYi�1�T ion 2.� 1- Gxant of Easement. Granter hereby grants to Crrantee nonexclusive easements as fallc►ws: 1. a nonexclusive easement appurtenant to the Real Property exclusively for landscape Yn-i�atiox� and rainfan dxaage pn�os+�s only, over and across the Stogy Drain Improve.ents within the Stor�xa Drain Easer�n+�nt Axeay such nanexclus' water from any pot�ls, spas, ponds, lakes or other ive easernen# shall not be used for the drainage of water treatrnentS; and Z, a nt�ncxclusive easement afaccess fox Yngtess and�cgress over and across the s�face of tine Stnrrn brain �asernent A�'ea far the purpose t�f permitting the Grantee to discharge its III IIIII III�IIIIII III IIII IIII�I II'II III IIII a3?aese ee a4e a�eeA Brainag�Eas� l.dc�c Pa�� ' construe mane e, o crate, central, maintain, repair, restore and �'eplaCe the StQrr�n obl�gat�ons to t, � p t within the Stox�a �rair� �aseruent Areas inclining, w�ithaut Ixmritation, the �repa�r �lra�n Improvemen s of an and ali dame a to the surface irnprovexnents within the Storm Drain and replacement y � nt ,area arisin from Grantee's, its successor or assigns, use of the �#vrr�n. Dram �a.seme g x�praver�aents� ,A�'TIC�� %a �xaritee shall have the ra ght #o ass�gx� its ` atxans as ? as+�ment Hc�ldex (defined � Se+etiar� 3.�2 below with respect to the work nghts and obl�g ` ection 3.0� belo�vv� to any homeowners a,ss+�ciatiori to which the Real property �s (defined �n S onl u tin the following conditions: �`rx�ntee shad rernaix� p�rnly I1ab ao.nexed Y p perform ante of �asernent Raider's obligatian.s hereunder and the assignee homeowner's sl assume in wx�.tingy in a fonts of �cardable docurr�ent satisfactory to Gr must ex��res y . Easement molder's of�ligations Hereunder. Ze fvr the asSpc1at10� an#ar, al1 of Sec flan 3.�� Performance of'U�'ark. Grantee, or its successors and assigns (the i`Easerneut ' have the obli atlon to pex�'orm the maintenance, repair, replace�nnent and older' ), shad � � e "wox�" such abliga�on to reconst� ction of all of such Stv Drain I�nprovernents �hereina��' th ), . 'thaut limitation, the obligation to cause an inspection be rnade of the Sturm Draxr� anolu.de, w� �rnpraveznents tc� ensure that such S#on�n Drain �mprQverr�enta are free of ,unreasonable 'ens of debris as follows: (a) annually, and (b) a#ter a xnaj ox rafnstorm iu whtch at least tvv�o accutnula#x and fo�u` tenths (2.4) inches of rain falls �n any twenty-four t24) hour pe�a� (six�gularty and ' �� ect�ox�' .Easement Holcle�c shall provide to grantor a written su�.ary of the col.l:ect�vely the �nsp '� c .s e�tian, e and f�nd�n s of the �nspeotian within ten � 1 U) days of completion of su h p . stop g 0 .. �`ailure tv perform ark. If Easexr�ent Holder fvr any �reasvn fails to perl'ot�rn Section � . � . f hio the fee owner of the Gaff Property, ox portion thereof, that is burdened the work �n a t�nely as n, ent inetudin Grantor foT ds iong as Grantor continues to be the fee owner of such �vvtth sack eases ii � g � a �rri.tten demand u on basement I�alder real property (thy Bu,rdexxed Frope�y Gwner'), xr�ay make p ` h such work. l� �as+�znent Holder 1'�.xs, far any reasa�, fp commence the t� #rely accornpl�s e Wox'k within ten 1 i�) days of delivery of such writ#en demand, and to thexea�er pe�`c�nnanGe aft � a e the r� #but . , e he saxarxe to com letzon, such �3urdened �'xoperty owner shall h v g� , � h gently pr+o s cent t p hundred # en ercent 1� 1 U%) of the ' ion to erfor�n the work. An aurnount equal to one P � not the obligat p t � dened �'r�o Uwner in performing such �J'ark shall be due and actual costs �ncu�eed by �' ��Y s fare nest he �ase�ent Holder to sach�urdeued �xop►erty Gw�nex w�thm ten (�.0� day o q payable by t therefor by such �3ut'denod �'�rope�y t�wr}er. section 3 0�# � Entrv. Entry maybe made upon the Storm Dzain Easement Areas without notice only iun the event of emergency repair involving potential danger to life ar property. Entry for the performance of any other Woxk may be made upon written notice of nat less than ten (1�}days provided that the performance of such Wo�c does not unreasonably disrupt tine golfing or the golfing- xelated activities upon the Goif Property. The easement for ingrzss and egress shall be over the l��ll ��1 �I�� I�I�I �� 1�� I I�{ �� li� ��! �� 2e � 2 of3 teS68fi i�rai nag��se � .doe Storm Drain Easement Areas only and shah be exe�ised wx� as Xitt�e inconvenience to the Burdened Property �wri.er as passible Access t+� the Storm �►raixi Easement Areas to accatnplish the performance of #k�e 'ark shad be had frarn the portion. of the Peal Property that is cax�tiguaus to such Storm Drain Easement Areas to the extent reasonably possible. Perimissian to us+e any other portion of the Golf Property for such purposes shah be reasonably given subject ta► controX of the Burdened Pxoperty� �}wner � accorda��ce with Section $ I3 of the California �i�vif bode. Section 3.OS � Caxnmencem.ent. The obligation of the Grantee or Easement Holder to construct, manage, operate, co�ntraly maintain, repair, restore and replace the Starn� gain itnprc�vernents within the Storm Drain Easement Areas described in this Easement shall commence upon recordation of this Eascn1ent. i.n the C�t�icial Pec4rds of the Pxverside bounty �ecarder. A1�fiIC��E Iv Section �.01 � Enfarcen�er�t: The terms and conditions ot'this Easeraenx shad run with. the Peal Pr�aperty aid shall inure to the benefit of and be en�o�rceab►le by the Easement Helder and the Burdened Property owner; #heir respective legal representatives, successors and assigns, and the Easement Folder and the T,�urdened Property Owner shall have a right of action to enforce by .proceedings at law oar in equity, all conditions and covenants imposed by the provisions of this Ease�cnent, ar any amendment thereto,including the right to prevent the violation 4f such conditions and covenants and �e rig�it tc� recover damages for such violation, �e��ia 4.(l� epair of Daxna�e, Any imprCtvezx�.ents r�pon the Goff Property that are damaged or destroyed in whole or pert as the result of the use vfthe St�orrn Drain Easement Areas for tha easernext#purposes described herein =`Damaged l�npmve�rnen�'3 shall be repaired, rep�a�ced, restored ar reconstructed �th� "�epai.x mark'}} at the cost and expense of the basement folder as soon as reasonahlypessible following such damage or destrt�etien tc� the condition that existed prior to such damage or desfructian, If Easement �c�ld�" fails, f�rr any reason, to commence the performance pfthe �.epair'Wurk to the Damaged Irnpravernents wx�hi�n ten �10� days ofdelivery Qf a written demand by e Burdened Property �3wner? and to thereafter diligently prosecute the sanr�e to completion., such Burdened Property der shall have the right, bit not the ebligafiion, to perform the Pepair 'mark. An amount equal to one hundred tern percent � 1 l �°��j a� the actual costs incurred by Burdened P'raperty Owner in perfar�ning such .repair work shah be dire and payable by the Easerx�ent Holder to such Burdened Property C�wr�er within ten � l Qj days of a rec}uest therefore by such �uarc�ened Property der. Section 4.03 - IV�ech.anics' Liens, Easement I�alder shall not suffer or pexxnit to be enforced against any portion of the Golf P�rcperty � any mechanics', xnaterialrxaen's, cantra+�tors' ar subcvntrractvrs' liens a�sing out afe work. Easement �vlder Shall Cause any of such liens tea �e removed or the enforcement #.hereof stayed ��vvhether by payment, posting of a property bond, or otherwise] before the foa�eclasure of any such liens against any such portLons of the Golf Property. �7rai�ag�� f .doe IIIIII IIIIII III I�I�I III IIIII IIIIII III IIII�IIII II� ea 2as0aeoea efseA R w � Section �.4� w indemnity. {a) �ranteey far itself and an behalf' of any other �asen�e�t alders who acquire the easement rights and obligations described herein agree to indemr�i fy, � protect, defend and hold harmless the �rar�tar and any ether Burdened Pzaperty owner a�.d their a#�.Gers, directoxsj mernbersf sharc�hglders, employees, agents and contractors {collectively, the "T.ndemnl�ied Parties'') frarn and �.gainst any and all claims, ohligations, expenses, liabxli#ies and costs, x�nciuding> but not limited toy attorneys'. fees, fox pxoperty damage and bodily iu�ur�►, s�akness, disability, disease or death of any person ot� perso:r�s arising directly or indirectly from the #'allure of the Fasem.ont Holder to diligently perform the'�orl� xn a manner that will ensure that such Storm �raY� Tn�provemen�s are mtained in � safe and acceptable condition ar out ofthe Easement Holder%s activities in discharg�g its abligatio�ns hereux�.der, ar out of any de�'ect Yn the construction or the design of the Storm Drain �rnpravements constructed and/or l�stalled by Easen�er�t Holder upon the GolfPxoperty. {b) �xrantee, fox Itself and c�x� behalf' of any other Easen�+�z�t Folders wht� acquire the easement rights and t�bligati+�r�s described herein. agree to inde�nn�ify, protect, defend and hold harmless the �d+�rr�i�ied Parties from and against any and all claims, ablrgations, e�cpenses, Xiabi7i#ies and costs, includiz��, but n.at limited tea, reasanab�e attorneys' fees, that anise out of any use, stozage, traa�tsfer, generation, disposal, ox discharge �f I�aza�rdous 1Viate�als �. connection with e construction, nxaintenance, installation or ropair Qf �z`antee's Stormy T3ra1n Improvements or Grantee's use ofthe S#orm ��rain basement Areax As used in this Easement, "Ha�ardvus �ate�als" moans; �i) �.11 substances, wasters pollutants, aantazn�x�atas, axad materials now ar hereafter regulated, or defined or d�esigna�ted as hazardous, e�trernely or imminently hazardous, darlgcraus, or counterpart, a.5 well as these sta�ites' implementing regulations; the comprehensive Environmental Respo�ase, compensation, and Lia.bxlity Act of 1980, 42 �.S,C. §9��1 et seq,; the Pedeml Inse�tiaide, Fungicides and Radentieide .A.ct, 7 �.a.�. � I36 et seq.; the .�►tornic .Energy ,A�c# of 1�54, 4� �J,S.C. §2Q01 et seq,; and the �3aza�dous aterlals 'f�ransportatic�n Act, �9 't.7.S.�, �51� 1 ct seq.; �ii) Any additional hazardous substances or n�ate�als that are now car become d8fxn�'C� aS `ihazaxdouS sut�stances," "ha�ardous'4�V'aS��,'t c=tQ��C 51ibStanCQS,'� oar "t�X�C WaStC'" und+ex any other federal law ©r under any state, county, n�uni+cipai, ar other la�v applicable to the storm �rair� Easement Area ox under any regulations promulgated under any such law; {�i�) Pe#�oleua�► and pet7roleum products ancx�ding crude oil and fractions therevff {i�) � Asbestos; and {v3 �iat�xral gas, synthetic gas, anal any �nixfures thereof. Section 4, 05 M hio''4�iaiyer, .Failure by the Burdened Property C�wn� to enforce any cav�nants cax�dition or restriction co�ntaix�ed in this Easement in any cc�ain instance or on any particular iiiiiiiiiiiuiiiiiiii�iuiiiiiiiiiiiiiii�iiiiiiiiiiiii e3 a�=aps3ee�oaR L?ta�n�ge�asc f �doc occasion shall not be deemed a waivtr of such right on any such future breach of the sane or any other covenant, condition or restriction. Section �4, a6 �- Seyerability. lnvaiidation of any one or a portion of these covenants, conditions and restrictions by judgment or court order shall in no wary affect any other provisions which shall remain in full force and effect. Section 4.47 - Attorneys Fees. In the event action is instituted to enforce any of the provisions contained in this Easement, the party pxevailing in such action shall be entitled to recover from the other party thereto reasonable attorneys' fees and casts of such suit as determined by the court or by arbitration as part of the iudgment. Section 4�8 w notices. Any notice to be given to C�rantar, ar any other3urdened Praporty Owner, Grantee or Easement .bolder shall be in waiting and shall be deemed to have been properly delivered when directed to such addressee as follows: .�f to �rantaF 50�9aS A.Venrda �3ermudas La Quinta, CA 92253 Any other owner �o the business address of such +Golf Property : of the Golf Property owner , grantee Sedona Horner, mac. f 1--564 Country Club Der., Suite x 5Q~137 Palm Desert, CA. 9221.1 Easement balder to the busi�aess address of such basement bolder Any party may change the address to which such conUnumcations are to be directed to it by VP a written notice to the other parties in the manner provided in this paragraph. Any notice given pursuant to this paragraph shall be deemed to be delivered when addressed to the addressee as set forth herein and; ii� at the tints a written notice by �01 is dep�svtea the Tr�t�d States n�.aails, postage prepaid; or . (ii) the ti.nae any other written notice, including facsimile, telegram, or other electronic mail message, is personally delivered to the recipient or is delivered to a common ca�riear for transmission, or actually trans tteci by fhe person giving the notice by electronic means, to the recipient. Section 4.09 -Easements to Run with the Land. The easement rights granted in this Easemcnt and ali rights anal obligations pertaining to such easement rights shall run with khe Golf Property and the Real property in accordance with Section 1468 of the California Civil Cade and shall intua to the benefit of the Real Property. The covenants, conditions and restrictions pertaining 19ere@5/ s b93 ;8�190R DrafnageEssel.doc Page 6 i to the +obligations to cans#�ct, manage, operate, cc►ntral, maintain, repaaz, restore and replace the Storm Drai.�a xmprov�nents within the S town Dr�.in Easement Areas shad run with title to the Real �'rcpezty xn accordance with Section 1468 ofthe Califarr�ia Civil Code and shall inure to the benefit of the Golf �'roperty. �ectian �.10 - 'f e�rmino lv�y. where the cau.text requires, the n�asculi�e gender includes the . a�., ,_ , ferninirYe and neuter, and singular case plural, Secti+o�.�.l 1-� Captions. Captions used in this and do not alter, modify or add to the terms of this eas Eas�nent acre for inforimation purposes only ement. Section 4.12 � Ir�vaiidit�y. Many term, covenant or conditxvn of this Easenent is detern�ine+d. to be invad, it will not affect the validity of the remaining terms, covenants and conditions of thi s �asernent. � any portion of the Easexx�ent is held t� be unenforceable, any ear�forceable portion thereof and the retx�ai�ng pxavxsians shall continue in full force and effect, Sectxan �.13 -waiver, e waiver of auy breach of any provision hereunder sha11 not be deed to be a waiver of any proceeding or subsequent breach hereunder. �To waiver shall be binding unless in wx�ting and signed by the party making the v�raiver. Section �� 4 -- �ay�rnin.�Law, '`his Easement will be gavenxed and interpreted pursuant to the laws of the State of California. '�'he Easement folder shall perform alI of its obligations under the Easement in compliance with ail applicable laws, ion �. l S � Mortgagee Pr'oteetlyn. I�To breach of the covenants, c4r�ditions or restrictions herein shall a.�ect, in�paYr, defeat or render invalid the lien �r charge of any rnvrtgage ox deed a#'trust made in good faith and fc�r value e�cumbng any portion ofthe Peal Property or the �olfPrapertyi but all of said covenants, conditions and restrictions shall be b%nding upon and effective against any owner whose title is derived thxo��gh foreclosure yr t�u�tee—s sal+, ox othervvisey with respect to either the Reat Property or the Goif Property, Section �,16 � �odificatio�.. 'rhe Easement may be n�odif ed on.iy in a writing signed by the parties to the Easement, ar their respective succes�Qr in xx�texest. nv �i"1vESS '�i�IEP,E��, the parties have executed this instnent as 4f the day and year first above written. KSL l3ESER.'� PESC�P.'fS, IBC., a Delaware corporation By: s .�• cc�`r�A`�� SEDC�1'�A. a�VIES n�C., a California corporation aC�riO� II'IIII IIIII IIII �IIIII�III III�IIII' III IItl I/1l l'� esieAAi a4ie,eee Page 7 r ,,,.�� >�dent :, S`�`,A.'i'� OF CA.��`�YA .: �� V 1�� ^ l � � On �' �Oa�, before rne, �,�BARA �,A� the undersi e�i not ub�I�c to and for said � � state, personally appeared SCC}TT il�i. l�,t�FC�(� � p�rsanally known to me #o he the person �uvhase name is subsc�bed to the within i�tstxu�xnent and �c�anowledged to �e that he e�cecuted �e same inn hYs authorized Gapacxty, and that by his signa#ur'e on the instrument the person, ar the entity upon behaZFofwhich the person acted, exeo�tted the instrument. w�'�N�SS my hand and of�SGia�, Seal, r. Signature of rotary ST��E OF �A�,.tF� �C��`Y �F '��tSIDE .; � .� •• 1: • � � * • . • � � r �n � � � ��0�, before me, � � � � the uxtdez`�l ed nnt�arypuhlie in and for said sty#e, personally appeared �, E AY.,A.CA�fJ, persox�aXly mown tQ me � tJR praved to m� on the basis of satis�aetary ov�d�nae to be the person whose riarne is subscribed to the wi.#hin instrument and acknowledged fo me that he executed the same in hia ate#horizcd capacit}r, aid that bey his signature on instxu�xzent the person, or the entity upon behalf at` which the person acted, executed the irist�xnent, offioial Seat. i�rd�r►age��s� 1,dOC Page $ -...,._ . �"�' ; ' Nt}�i1R Y PU8 � � 2Z" 7zb `fib 1.1C CA�.��'Uf�NiA �� R�V�FtaiU� Ct�UN � Y �� /{C�INl��a �t41 �7V� �+ MI ir� ;<. Under the provisians o �' G��ere�r�t hods 273� 1.'7, � certify under penalty a f perjury th�C the notaxy seal o�. the dacurner�t t© which this statezx�erlt is attached xeads as �ai�aws; �i'a�rne o � �a�ary ��nrxrxssian ##; • r ... C�unfiy heze Band is Filed; Mate �w'k�exe fond is Faxed; Date �a�issio� ��pixes; . .� - -- Dade: Si�natu�a: ._ �� '�ri��-�� r IIIIN IIIIII III IIIIiII III I II ulllll III II ��3-15�751 e3�e�/�e�:��eFe�� of i � Under tie p�ra�risi��s of Covernm�� the notary seal on tie d�cu�ent to w �a�e ��'o�ary; �aT'x�SS�GZI �; ... ,. CO unt� e�� Qnd 1 S Cody 2736I.7, Z cer��y under penalty �f��ur�r that high ibis statement �s �ttac�ed reads as fal�ows. Mate ��iere �a�d is ��• � �., �a�e ��arn�fssi�n ��pires; �� Dade; Signature; ►� • l �� i i� • �� • \� APPURITENANCE AGREEMENT LOWER COVE This Appurtenance Agreement — Lower Cage ("Agreernent") is entered into by and between WaldorfreAstoria Management LLC, 90210 Desert Resorts Management Co., LLC, LQR Golf LLC ("LQR Golf'), LQR Property LLC and RSLR Asset Management, LLC (collectively, "LQR. Parties"), Coachella Valley water District ("CVV D"), and City of La Quinta ("City") {individually, "Party", collectively, "Parties RE+C�TALS A. Tvcro actions were filed in the Riverside Superior Coin against "La Quinta Resort", the Haciendas at La Quinta Homeowners Association ("HOA"), CVWD, and City resulting from damages allegedly caused by a large monsoonal storm occurring on or about September S, 2014 (the "Storm"), Alver l et al, v, City of La Quinta, et al,, PSC 1503161 (" lverxz"), and .Barton, et at v. City of La Quinta, et al., PSC 1505200 (".Barton") (together, the "Actions"), The Alvertz action, filed on July 10, 2015, is brought by Plaintiffs Guadalupe Alveriz/Elsa Diaz; Maria Barba/Carlos Lopez; Maria and Steven Cardinal; 1.asia and Steven Gardner; Ted Ham-mam/Joyce Litch; Gabriella Monplaisir; Donna and James Nowlin; Diane Scurlock; Richard and Kristen Simons; Terry Tryon; Ana and Guillermo Vargas, Gabriella and Ricardo Vega; and Dale and Linda Wissman (collectively, ", lveriz Plaintiffs"). The Barton action, filed on November 6, 2015, is brought by Tim and Jamie Barton; Gene Bordeleau/Angela Kelly; David Bulechek, David W. Bulechek, as Trustee of Trust B, created under the Bulechek 'an�ily Trust Agreement dated May 21, 1993 and David W. Bulechek, as Trustee of Tnist C, created under the Bulechek Family Trust agreement dated May 21, 1993 (David W, Bulechek Trustee of Trusts I3 and C jointly, "Bulechek Trustee"), Bulechek Trustee erroneously .named as Plaintiff BulechekFamily Trust Under Trust Agreement Dated 5I21/1993; Jean and Paul Forchelli; Al and Rose Garcia; Don Gilmore/Barbara Stroh; Glenn Lerner/MJP GAL Properties, Lyn LC; James C. Lewis; Debby Kennedy and Paul Lorensini; Jeannette Mendoza* Ron and Jan Olson; Christopber and Shirley Painter; Michael and Lucinda Robson; Luis Sato/Elaine Valencia; Harry and Ann Schaffner; Monica and Roger Vaughn; Leonard and Phyllis Webster, and Jeff and Lisa zella (collectively, "Barton Plaintiffs") (the Alverrz and Barton Plaintiffs, collectively, "Plaintiffs"), The LQR Parties were later nained in amended complaints, although the "La Quinta Resort" remained as an erroneously named Defendant, B. Alveriz Plaintiffs Guadalupe .A.lveriz/Elsa Diaz; Maria Barba/Carlos Lopez; Maria and Steven Cardinal; Kasia and Ste�ren Gardner; Ted I-lan�n�amlJoyce Litch; Gabriella Monplaisir; Donna and James Nowlin; Diane Scurlock, Terry Tryon; Ana and Guillermo Vargas; Gabriella and Ricardo Vega; and Dale and Linda W issrnan and Barton. Plaintiffs Al and Rose Garcia; Christopher and Shirley Painter; Michael and Lucinda Robson; Luis Sato/Elaine. Valencia; and Monica and Roger Vaughn claim, among other things, that certain flood control management systems in and near the Lower Cove caused or contributed to the damage to their m properties ("Contested Lower Cove Flood Control Appurtenances").ro C. The Contested Lower Cove Flood Control Appurtenances include a berm, a Swale, a dual pipe inlet, dual 3 0-inch HighiDenslty Polyfthylene pipes (" IDPL Pipes") that Page 1 of 8 1231821.1 extend between the inlet and dual 3b-inch Corrugated 1Vletal Pipes ("Dual 36rInch CMPs"j, and the Dual 3b-Jnch CPs, located northwesterly of the Avenida Carran�a cul�de-sac and, in part, within the Meander Reservoir, and a b�Wlnch Reinforced Concrete Pipe that conveys surface water from the Cave area to the �a �uinta Evacuation Channel ("bQ-Xnch RCP"j. The swale t"Swale"j, inlet ("Inlet"j, �DPE Pipes and Dual 3bWlneh C�Ps are depicted in the Avenida Carranza Drainage �nprovem.ents Uverside Drain and I�ieadwall Plan, Sheet 2 of 2, attached as Exhibit �`A." hereto. D. Eaeh of the Parties deny liability for any and alI of Plaintiffs' alleged damages arising from or caused by the September $, 2gI4 stann �"Storm"j. Nothing in this Agreement shah be constr��ed as an admission of liability or responsibility at any time or for any purpose. �. Plaintiffs and the Parties entered into a � Settlement Agreement and mutual Release �<`Settlerent Agreement"j n�.ade and entered into as of may 1, 20I7, which sets forth the terms and conditions of settlement of the Actions against 1�,�R Parties, f-IOA., CVwD, and City, F. Notwithstanding that the Parties deny liability far any and all damages claimed by Plaintiffs in the Actions, in consideration of tk�e releases set forth in the Settlement Agreement, which Settlement Agreement is incorporated herein by this preference,, each Party agrees that certain of its ongoing practices will continue and it will undertake, but only to the extent the Party agrees hereunder, certain modified practices going forward with regard to the Contested Lavc�ex Cove Flood Control Appurtenances as follows: NOVA', '�`I-IEREFC�RE, in consideration of the covenants and conditions contained herein, the Pa��ties agree as follows; 1. Cit�'s Responsibilities re Swale, Inlet, I-IDPP� Pipes, and Dual 3 b-Inch C11/.iPs, City, as it has been doing since approximately July ZO15, will continue to perfo�-�n routine maintenance to clear debris from the Swale, Inlet, and �DPE Pipes, and will undertale performance of routine maintenance to clear debris from the Dual 36-Inch CPs, to keep the Swale, Inlet, I3DPE Pipes, and, Dual 3 6-inch C11�Ps operational. In the event the Swale, Inlet, 1:-IDPE Pipes, ar Dual 3b--Inch CMPs require repair or replacement, City sha11 be responsible for same. City, in its sole discretion, nay redesign, Ynodify ar close and abandon operation of the SV�rale, Inlet, HDPE Pipes and Dual 36-Inch CI1iIPPs, or any portion or part thereof, so song as local starnn water protection in this area does not fa11 below the standard ].00�year star�n protection by doing so; City's responsibilities under this paragraph 1 shall cease upon closure of the suh,�ect storm drain facility, or that portion ar part Closed. Unless the need for rr�aintenance, repair or replacement is caused. by CVwD's discharge, ar failure to discharge, its responsibilities under paragraph � herein, CVwD shall have na obligations or responsibilities vvhatst�ever under this Agreement vvxth regard to the Swale, Inlet, I-�DPE Pipes, and Dual 36wlnch CNIPs, ar any parts or segrr�ents thereof. 2. CVwD encroachment Per, x�it, City w1i1 apply for a C'V'�TD encroachment permit rantin City the right to enter upon C`�w�'s real property ax real property i�.terest to, as g g Fage 2 of S ]231821,1 described in paragraph 1 above, maintain, repair, replace, and/or modify or close operation of the subject storm drain facility, or a portion or part thereof, located within the boundaries of underlying real property owned by CVwD, identified as APN 7'�3 �02I -0I 9 and APN 773 �2I - 009 an Exhibit "A" hereto, and any other real property owned by CVwD within which the subject storm drain facility is located, The southern boundary of APN 773-021-019 is depicted as the faint horizontal broken line that begins, as indicated on the document, 30' feet north of the bold horizontal broken line marked "R/w Ex. C/L of Tampico," CVwD will expedite the 10 Aty's application for an encroachment permit and will not unreasonably withhold approval. CVwD shall waive any and all fees associated with City's application for the encroachment permit described in this paragraph 2. 3, LQR Golf s Responsibilities re Outlets and Flap Gates to the Dual 36-inch CMPs. LQR Golf, as it has been doing as part of its routine maititenance, will continue to clear debris from the outlet and flap gates to the Dual 3 6-Inch CMPs located an the side of the Oleander keservoir to beep the outlet and flap gates and Dual 364nch CMPs operational, LQR. Golf shall be responsible for repairing and replacing the flap gates and outlets to the Dual 364nch CMPs, when the need for such repairs results from actions of LQR Golf, its agents, contractors, employees and invitees. 4. Lalf s Responsibilities ze Dua1 36-Inch CMPs. LQR. calf will provide tl�e C0 ity reasonable access to the Dual 36"Inch CMPs and the outlet and flap gates on the Oleander Reservoir side of sa'd CMPs in order for the City to keep them clean of debris and maintain, repair, replace and/or modify or close the Dual 364nch CWs as described in paragraph I . S. �� Golfs ]responsibilities re 6�--Inc1i RAP. LQR Golf will beep clear of debris the outlet of the 604nch RCP that drains surface water from the Cove area to the La Quinta Evacuation Chanel and refrain from taping any action, including building golf course Improvements or stockpiling materials, that would impede or divext the path of suxface water that flows from the 60"Inch RCP outlet north and east to the low water crossing at Avenue 50, located proximate and -north of the St' hole of the Dunes Golf Course. 6, L{aR Golf s Responsibxlities re Bey. LQR Coif, as it has been doing, will continue LU add ro;W � to the b erin ab ove and to the a h of the I- DPE Pipes and Dual 3 6 W Inch CM if LQR GOLF's recycling haulers/vendors continue to pass over that berm to retrieve recycling containers where currently located by LQR. Golf, which containers City requires LQR Golf have for its operations. 7. CV�D's Responsibilities re Bern, with the exception of LQR Golfs res o-sibilities set forth i- paragraph 6 above, CVVVM will otherwise be responsible for P of the bean that passes over the HDPE Pi rrraintaining the structural integrity Pipes and Dual 36- Inch CMPs. Aside from the responsibilities set forth in this paragraph 7 and paragraph 2 above, GVwD shall have no other obligations or responsibilities whatsoever under this Agreement; City shall have no responsibilities or obligations whatsoever under this .Agreement with regard to the berm unless the need for maintenance work is caused by City'.s discharge, or fa.ilu.re. to discharge, its obligations concerning the Swale, Inlet, HDPE Pipes, and Dual 364nch CMPs as described in paragraph I above.MW 1231$2i.1 8. Effective bate, This A�gree�nent shall became effective upon execution. by all Parties. 9. Entire .�.g_reernent. 'Phis Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiatiflns, understandings or agreements, 1 �7. An�endn�ent o� �reen�ent. No supplement, n�adificatxan, or amendn1ent of this Agreement shall be binding unless executed in writing and signed by all Parties. 1 �. Mutual Indernni�catian, Each Party �"Xndemnitor"} agrees to defend, at its avvn expense including payment of reasonable attorneys' fees, indemnify and hold ha�-rnless every other Party, its Board of I�irectars, directors, City Council, commissions, council members, agents, officers and employees ("Inde�nnitee"}, sued by a third party in connection with ar related to the �nde�nnitor's performance of its responsibilities under this Agreement, from all casts penalties, damages, liability and claims of any nature whatsoever, including but not iirnited to liability for bodily injury, sickness, disease, death, ur prc�pel�ty dax�lage �including �.Oss of use}, caused by ar arising out of or relating to any negligent act, or error ar omission of the Indernnxtax, its officers ar employees, ar any other agent acting pursuant to �ndemnitar's control and pexfon�ning under this Agreement, To the extent that nr�are than one Party is deternr�ined to have been negligent ar at fault, the �`arties agree that each Party shall bear its own portion ar percentage of liability and praporixonate share of attorneys fees and indemnify and hold harmless the other party from the Zndemnitor's share of liability, Notwithstanding the foregoing, nothing herein shall be construed to require the Inden�nitar to defend, indemnify ar hold harmless the Indern.nitee front any cla�in�s arising fra�n the sole negligence or willful misconduct of the Indennnitee. The Indemnitee shall promptly, after becan-�ing mare of any threatened . ar actual lawsuit, notify the Indemnitor of any claims it determines are Within the scope of this indemnity provision, and if the defense is provided by Indemnitor on a tendered claim, cooperate with the defense of that claim, l,Z, � No Third Party Beneficiaries. Nothing in this Agreement is intended to create duties ar obligations to, or rights in, Third parties not parties to this Agreezx�ent, 13, Successors and Assigns. This Agreement shall bind and inure to the benefit of the Pa��ties hereto and their respective governing bodies and their individual board members, heirs, executors, ad�rninistratars, legal representatives, successors, subsidiaries, parent corporations, and assigns. 14. Construction of Agreement, No provision of this Agreement shall be construed a axnst any of the parties based upon any of the parties drafting any portion of this Agreement, g ] 5. Autharit to Enter �. een�ent. Each Party signing this Agreement represents and warrants that the individual signing .this Agreement on a Party's behalf is fully authorized to do s� and has obtained all necessary approvals to bind that Party to the terms of this Agree�-nent. 1 �. CToyernin� I1aw. This Agreement shall be deemed to have been entered into in the State of California, and governed and interpreted by the laws of the State of California. 12318�1,i No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, Privilege, or service voluntarily given or performed b a Part shall give the Y Y g other Party any contractual nghts by custom, estoppel or otherwise. 1 S. Cooperation and Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 19. Confidentiality. There shall be no publicity initiated in any form by any Party or Party Representative regarding this Agreement, and no Party or Party Representative shall initiate contact with any media person or media concern in any way regarding this Agreement or its terms. If a Party or Parry Representative receives any inquiry from the media regarding this Agreement, then such NMI or Party Representative shall state only that "The matter has been amicably resolved." In the event that a Public Records Act request is made to CVwD or Cityfor an documents related to this Agreement, Y g they shall respond only as is necessary to comply with the Public Records Act and may answer questions from the public;, including the media, relevant to their response to the Public Records Act request, but shall not disclose the contents of the LQR Parties Side Letter Agreement. The Parties acknowledge that the terms of this Agreement are Public Records subject to disclosure under California's Public Records Act. 20. Counterparts. This Agreement may be signed in counterparts. and any facsimile, e-mail or other copies of this Agreement or any counterparts, shall be deemed an original. 2 I . Nothing in this Ag-r-eement shall alter or affect the rights held by or the obligations owed under any easement by ar between CvVN,D, the City, HUA, andior the LQR Parties. Dated: l�iay__�j___, 2017 1231K�1.1 w.Ai.DORF=ASTORIA IVLA,NAGEMENT LLC Fj By: Page ,5 of 8 (Signature) (Print N ame) Its: � ��. �LL�.`►c:.k... �:�`� ��Sk 1Mc► � . (Title} Dated Dated: 1231821.1 May I I_, 20I I 902I 0 DESERT RESORTS MAI�A+GEMENT CO., LLC By: --ram (Signature) Its; May , 201 ? I-Q By MICHAEL JQRDAN AUTHQRIZED SIGH Page b �f R (Prins Name) (Print Narn ('Citle} GHRiS FRAIOLI �Ta�Y Dated: May , 2017 LQR PROPERTY LLC By; a� (Print Narne ItS: (Title) CHRiS FRAIOLI AUTHORIZED SIGNATORY Dated: May , 2017 KSLR ASSET MANAGEMENT`, LLC By: (Signature) Page 7 of $ t23i$z�.� its (Print Narne) (Title) Dated: May , 2017 Dated: 12313'_'l.l Mav LQR PROPERTY LIna C (Signature) (Print Name) Its: (Title) KSLR ASSET MAi�IAGEI1i1EI�T, LLC By: Pab� 7 of $ Its (Signature (Print I�' arne) L acted: NLa 20 1 1 Dated; May, 2� 17 12.�IB21.1 Signature) J. �i, Barrc�t� (Print Name) Zts: G�ner�.�. Manager ('title) CITY OF LA QUTNTA (Signature) {Pri nt 1�ame� Its: I mul Dated; May , 201 / COACHELLA VALLEY WATER DISTRICT Dated: May � $ , 2Q 17 1231821.1 By• (Signature) (Print Name) (Title) CITY OF LA QUINTA By: Digitally signed by Frank J. Spevacek DN; cn=Frank J. Spevacek, o=City of l_a Quinta, ou=City Manager, email=fspevacek@la-quinta.org, c=US Date; 2017,05.18 17:24:41-07'00' (Signature) FRANK J. SPEVACEK Its: (Print Name) CITY MANAGER (Title) r ti t OF 4 1 h P � f IP m r 1 �a• � x z V }� too 11t :• y � ,.: 5 \� ,,, h r ` I'll{ r, , I OFF i `For 7 41 ;rll It `ry t ` ` fte ax y7 { uco-19a�u 10 tow IF OF 4 `+�f • ° ill i to ! 'I T v of IT lei For IA 4 OF IF w •, OFF 4 - I. f-;Fhoo too Y } ! • I},+tip.of L Olt or 46br too _ dzNa��id� `dq#hlna { �ti.. o ��too ,. r : ,`'t } Or 1 ' + �` CFor IF T f n TFI 'f I , I 1 � t �1 �'r , of VI fl t 1 1.� r ! 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