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T.D. Desert Dev/Reimb Agree Park Median 06CITY OF LA QUINTA REIMBURSEMENT AGREEMENT S P 84-004 RAISED LANDSCAPE MEDIAN IMPROVEMENTS TO AVENUE 50 (PARK AVENUE TO ORCHARD LANE) THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made and entered into this day of 2006, by and between T.D. Desert Devel® ment Limited Partnership, a Delaware limited partnership, hereinafter referred to as p •r � ion the "Develo ier and the City of La Quinta, California, a California Municipal Corporation P "City") RECITALS:. A. Developer is the subdivider and developer of property in the City of La Quinta("Tract") subject to the provisions of Specific Plan 84-004 (the "Plan"), which area is currently known as Rancho La Quinta and which lies south of Avenue 48 and north of Avenue 50 between Washington Street and Jefferson Street in the City of La Quinta. B. Conditions of Approval for Amended Tract Map No. 29283 (attached to the Plan as Exhibit B) obligate Developer to construct the full landscaped median improvements to the portion of Avenue 50 lying adjacent to the tract (the "Required Improvements"). C. Development on the south side of Avenue 50 between Park Avenue and Orchard Lane previously obligated monies of Tract Maps No. 25429 and 26524 for the construction of had pr y g . one-half of the landscape median on the south side of Avenue 50. Presently there are funds to . 2 100 aid as art of the approval of Tract Map No. 25429 to meet said the amount of $ 5 p p PP n. Also there is a Performance Bond for Tract Map No. 26524 in the amount of obligation. , $45 000-being held by the City in the name of La Quinta Orchard Partners, which is an entity of T.D. Desert Development. D, Pursuant to the City Development Impact Fee Program ("Program"), adopted June 15, 1999 an d revised March 5, 2002, the Developer is required to pay Development Impact Fees ("Fees) to fund these and other improvements as the Development is constructed. Said Fees include p p . a Transportation Improvement Fee component ("Transportation Fee") that funds regional serving transportation improvements. E. Pursuant to Section 10 'Implementation, B. Administration, of the Program, if the City a requires developer, as a condition of project approval, to construct facilities or improvements q p r for which impact fees have been or will be, charged to that project, ,the impact fee imposed on that development elo project for that type of facility should be adjusted to reflect a credit for p ro1 . the cost of those facilities or improvements. NOW `, THEREFORE, it is agreed by and between the parties hereto as follows: Reimbursement Agreement — C4 - Ave50final agreement.D©C Page 1 of 6 1. Responsibilities of Developer. Developer has constructed the Required Improvements fined in Exhibit A attached hereto and incorporated herein by this reference and has borne a cost thereof even if the actual costs of constructing the Required Improvements exceeds a Budget Amount. The Developer has completed said improvements and the City accepted id improvements on June 7, 2005. Upon receipt of an executed DIF Reimbursement areement, the Developer shall submit invoices and supporting documentation for those gible costs per Exhibit A. 2. Responsibilities of City. The City Engineer shall either approve or disapprove the voices or portions thereof and submit the approved invoices for payment through the City's ;mand Register. The City Engineer shall provide to Developer a written explanation for any rrtion of an invoice that is disapproved. Upon acceptance of this Reimbursement Agreement by the City, the City Clerk shall within i days release Bond 229599S for La Quinta Orchards Partners which is an entity of T.D. esert Development. 3. Amount of Reimbursement. Reimbursement shall be for actual costs incurred by eveloper for items eligible for reimbursement and for any additional items required in the )urse of construction of the Required Improvements and agreed to in writing by the parties :reto. The Developer shall not be reimbursed beyond the Budget Amount. As the Developer of Tract Map No. 26524 is an entity of T.D. Desert Development, release f Performance Bond No. 229599S for La Quinta Orchards Partners shall satisfy :imbursement to T.D. Desert Development for for the south half median improvements along ract Map No. 26524. 4. Warranty. The Required Improvements have been accepted by the City and the one ear warranty in the City's favor for the repair or replacement of faulty work or materials has xpired, therefore no warranty is required. 5. Disputes. In the event of any dispute arising under this Agreement, the injured party hall notify the injuring party of its contentions by submitting a claim therefore. The injured arty shall continue performing its obligations incurred herein so long as the injuring party ommences to cure such injuring action within ten (ten) days of service of such notice and ompletes the cure within forty-five (45) days after the notification, or such longer period aE ,iay be agreed upon by both parties to this Agreement. 6. Attorney's Fees. If either party commences an action against the other arising out of it in connection with this Agreement, including the filing of a lien or other legal action tc :ompel payment of the Reimbursement, the prevailing party shall be entitled to recover easonable attorney's fees and legal costs from the losing party. 7. Indemnification. Developer shall defend, indemnify and hold harmless City, itl )fficers, employees, representatives and agents ("Indemnified Parties"), from and agains Page aursement Agreement - C4 Ave50final agreement.DOC ose actions, suits, proceedings, claims, demands, losses, costs, and expenses, including Sal costs and attorneys' fees, arising out of any liability or claim for liability, for injury to or :ath of person(s), for damage to property (including property owned by City) and for errors id omissions committed by Developer, its officers, employees representatives, and agents, hich arise out of acts or activities of Developer's or Developer's Officers, employees, agents representatives ("Claims"), whether or not such act or activity is authorized by this 3reement, except to the extent of such loss as may be caused by City's own negligence or at of its officers or employees. In the event the Indemnified Parties are made a party to any ;tion, lawsuit, or other adversarial proceeding in any way involving such Claims, Developer call provide a defense to the Indemnified Parties, or at the City's option, reimburse the demnified Parties their costs of defense, including reasonable attorneys' fees, incurred in .fense of such Claims. In addition, Developer shall be obligated to promptly pay any final dgment or portion thereof rendered against the Indemnified Parities. 8. City Officers and Employees; Non -Discrimination. No officer or employee of City shall personally liable to Developer or any successor in interest in the event of any default or each by City or for any amount which may become due to Developer or to its successor or Ir breach of any obligation of the terms of this Agreement. 9. Term of Agreement. This Agreement shall remain in full force and effect for two years Illowing the date it has been executed by both parties. 10. Notice. Any notice, demand, request, consent, approval, or communication either arty desires or is required to give to the other party or any person shall be in writing and ther served personally or sent by prepaid, first-class mail to the address set forth below. otice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed s provided in this Section. To City: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 760/777-7075 Attn: City Engineer To Developer: T.D. Desert Development, Limited Partnership P.O. Box 1716 La Quinta, California 92247-1716 Attn: Grady Sparks 760/771-1941 11. Assignment of Agreement. The Developer may not assign, sublet, hypothecate =umber, or transfer (whether voluntarily or involuntarily) its obligations hereunder to any part) without the prior written consent of the City, which consent may be withheld in the City's sole anc ibsolute discretion. iursement Agreement C4 AveWinal agreement.DOC Page : 12. General Provisions. A. Except as otherwise provided herein, the terms, conditions, covenants, and Ireements set forth herein shall apply to and bind the heirs, executors, administrators, signs, and successors of the parties hereto. B. Neither party to this Agreement relies upon any warranty or representation not mtained in this Agreement. C. This Agreement shall be governed by and interpreted with respect to the laws of e State of California. D. Any failure or delay by either party in asserting any of its rights and remedies as to iy default shall not operate as a waiver of any default or of any rights or remedies provided r herein. E. This Agreement may be amended at any time by the mutual consent of the parties an instrument in writing signed by both parties. F. This Agreement may be executed in counterparts, which when taken together, shall institute one fully executed document. 13. Severability. In the event that any provision or provisions of this Agreement are held ienforceable, all provisions not so held shall remain in full force and effect. 14. Authority of Signatories. The persons executing this Agreement on behalf of the arties hereto warrant that they are duly authorized to execute this Agreement on behalf of aid parties and that by so executing this Agreement the parties are formally bound to the rovisions of this Agreement. �ursement Agreement C4 AveWmal agreement.DOC Page IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF LA QUINTA: ,.. �' � armor .,����6•�'�`�' Thomas P. Genovese, City Manager Date ATTEST: k--41 tz Deborah H. Powell, In erim City Clerk City of La Quinta Date Approved as to Form: � MAkathe the Jens , City Attorney City of La Quinta Date Developer: T.D. Development Limited Partnership P.O. Box 1716 La Quinta, California 92247-1716 1 y l 1'- �V .12 - - Date Title: Grady Sparks, President Title: Reimbursement Agreement - C4 - AveWfinal agreement.DOC Page 5 of 6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of J ss. _ _ �St LYE L. On oc-r.;1, awt. before me, i1sm eIII Liz Data n - Name and Title of Officer (e g . `Jane Doe, Notary personally appeared LINDA L NAMEIL # 1535327 CommLsslon Notary P We - Caufomla RNerslde County 61WCOmm ExPil Dec 16,208 of Signers) Xpersonally known to me proved to me on the basis of satisfactory evidence to be the personpif whose name(4is,4" subscribed to the within instrument and acknowledged to me that he/eke" executed the same in his/herfthl authorized capacityo< and that by hisaisA toil signaturepo'on the instrument the personA, or the entity upon behalf of which the personwacted, executed the instrument. WITN SS My hand and official seal. o jn Place Notary Seal Abo. Signatu a of Notary ubhc OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: _ _ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Individual Corporate Officer — Title(s Partner— Limited eneral Attorney in Fact nu rn • u o n re Trustee Guardi or Conservator Ot : — Signer Is Representing of Pages: Signer's Name: I Individual Corporate Officer — Title(s): _ Partner — Limited ! General Attorney in Fact b0 ol'P�mb gem Trustee Guardian or Conservator Other: Signer Is Representing: : 2004 National Notary Association • 9350 De Soto Ave P 0 Box 2402 • Chatsworth CA 91313-2402 Item No 5907 Reorder Call TollFree1-8069l Exhibit A REQUIRED IMPROVEMENTS - SPECIFIC PLAN 84-004 & TRACT No. 29283 -m # Description VENUE 50 MEDIAN IMPROVEMENTS DARK AVENUE TO ORCHARD LANE IF ELIGIBLE REIMBURSEMENT 1 '/2 of Landscape Median Improvements (North Side) - Required Off -Site Street Improvements Eligible for Reimbursements From Development Impact Fee Fund THER REIMBURSEMENT 2 '/2 of Landscape Median Improvements (South Side along Tract Map No. 25429 - Required Off -Site Street Improvements Eligible for Reimbursements From Money held on account of Tract No. 25429 Units L.F. L.S. Unit Cost FE $52,100 Quantity Total Cost Total Cost for Required Improvements, not to exceed 2,100 $186,900.00 (not to excee 1 $52,100.00 (not to excee $239,000.00 rsement Agreement C4 - AveWmal agreement.DOC Page 6