Madison 58th LQ/Reimbursement 07City of La Quinta
REIMBURSEMENT AGREEMENT
AVENUE 58 IMPROVEMENTS
Boundary of Tract Map No. 34243
THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made and entered into this
9 day of , 2007, by and between MADISON 58TH LA QUINTA, LLC,
a California limit6lff liability company ("Developer"), and the City of La Quinta, California, a California
Municipal Corporation (the "City").
RECITALS
A. Developer is the subdivider and developer of Tract Map No. 34243 (the "Project") located in
the City of La Quinta subject to the conditions of approval found in City Council Resolution
2006-054 ("Conditions of Approval").
B. The Conditions of Approval obligate Developer to construct certain improvements on Avenue
58, generally described as follows, and more specifically described in the Conditions of
Approval, #56, A 1) as follows: Widen the north side of the street along all frontage adjacent
to the Tentative Map boundary to its ultimate width on the north side as specified in the
General Plan and requirements of these conditions. Rehabilitate and/or reconstruct existing
roadway pavement as necessary to augment and convert it from a rural county -road design
standard to La Quinta'S urban arterial design standard. The north curb face shall be located
thirty two feet (32') north of the centerline. Pursuant to said condition, the applicant is
responsible for construction of all improvement and eligible for reimbursement from the City's
Development Impact Fee fund in accordance with policies established for that program. Per
Condition #56.A.1), the cost of improvements expended by the applicant from the centerline
of Avenue 58 to within 20 feet of the outer curb face is eligible for reimbursement. The
applicant is responsible for the remaining cost of the improvements to the northerly boundary
of Tentative Map No. 34243, herein referred to as (the "Required Improvements") identified
and documented in Exhibit A.
C. The City has identified source of funds from which it desires to reimburse Developer for the
Required Improvements at a point in the future to be determined by the City. The time and
form of reimbursement payments shall be as set forth in the Agreement. The funds source is
the Transportation Component of the Development Impact Fee. All land developments in the
City are required to pay Development Impact Fees ("Fees") pursuant to the Development
Impact Fee Program ("Program"), adopted by the City on June 15, 1999 and revised July 5,
2006. A portion of Development Impact Fee known as the "Transportation Component"
provides future funding for specific arterial street improvements located throughout the City
(Exhibit C).
D. Currently, the Transportation Component of the 2006 DIF Program contains cost details for
Avenue 58 (Lake Cahuilla Access Road to Madison Street). The cost details (Exhibit B)
reflect a DIF totaling $5,569,743.26 for Avenue 58 (Lake Cahuilla Access Road to Madison
Street). The Required Improvements are estimated to be $130,800.00. The $130,800.00
shall be referred to hereinafter as the "Budget Amount". However, this estimate including the
pro rata distribution percentage is subject to change as the DIF is updated in the future prior
to the completion of the work.
E. The City Engineer has reviewed the scope and cost associated with the Required
Improvements and has determined that the Required Improvements are covered by the
Program and are eligible for certain reimbursements, subject to certain limitations and
availability of funds discussed herein.
F. The parties hereto desire to enter into this Agreement to effectuate the terms of the City's
reimbursement to Developer of certain costs incurred by Developer in constructing the
Required Improvements to the extent they are determined to be eligible for reimbursement.
AGREEMENT
NOW, THEREFORE, it is agreed by and between the parties hereto as follows:
Responsibilities of Developer: Developer shall construct the Required Improvements
described in the Conditions of Approval, #56, A 1) as follows: Widen the north side of the
street along all frontage adjacent to the Tentative Map boundary to its ultimate width on the
north side as specified in the General Plan and requirements of these conditions.
Rehabilitate and/or reconstruct existing roadway pavement as necessary to augment and
convert it from a rural county -road design standard to La Quinta's urban arterial design
standard. The north curb face shall be located thirty two feet (32') north of the centerline.
Pursuant to said condition, the applicant is responsible for construction of all improvement
and eligible for reimbursement from the City's Development Impact Fee fund in accordance
with policies established for that program. The cost of improvements expended by the
applicant from the centerline of Avenue 58 to within 20 feet of the outer curb face is eligible
for reimbursement. The applicant is responsible for the remaining cost of the improvements
to the northerly boundary of Tentative Map No. 34243, herein referred to as (the "Required
Improvements„) identified and documented in Exhibit A. The Developer shall bear the cost
of constructing the Required Improvements, subject to the limited credit and right of ultimate
future reimbursement provided herein. The Required Improvements shall be constructed in
accordance with all applicable City and State codes and regulations, including the obligation
to secure bonds and guarantees pursuant to Section 14.16.180 of the Municipal Code of the
City of La Quinta, and shall comply with each of the applicable provisions in the Conditions of
Approval, incorporated in full herein by this reference. Upon completion and acceptance of
said Required Improvements by the City, Developer shall submit to the City invoices and
supporting documentation for those costs.
2. Responsibilities of City:
(a) Approval or Disapproval of Expenses. The City Engineer shall either approve or
disapprove the invoices and submit the approved invoices for credit and/or reimbursement in
accordance with this Agreement. The City Engineer shall provide Developer with a written
explanation for any portion of an invoice that is disapproved. Developer recognizes that the
City Engineer's approval of the costs does not guarantee that the costs will be reimbursed.
Instead, the City Engineer approval is a condition precedent necessary for the costs to be
eimbursement Agreement—Avenue58 DIFagreemt Pasatiemopo Final Original.DOC Page 2 i
processed for credit or reimbursement.
(b) Issuance of Credit. Upon the completion of the Required Improvements, and approval of
costs by the City Engineer, the City will issue a credit for eligible costs to Developer or
Developer's successor in interest which credit can be applied against the Transportation
Component of the DIF fees otherwise due and payable for building permits within the Project.
By way of example, based upon the current level of the Transportation Component of the DIF
and the maximum number of dwelling units authorized for the Project, the Developer or its
successor in interest could be issued a estimated maximum credit of $130,800.00.
(c) Reimbursement from the DIF. Developer is eligible for reimbursement at some point in
the future from the Transportation Components Fees collected on other projects. Developer
recognizes that at this point in time, the City cannot commit to a time certain for
reimbursement, in as much as the City is entitled to establish the priority of spending for the
Transportation Component Fees. Developer further recognizes that the City Council has
indicated that it will be considering a policy regarding the priority of reimbursement, and that
this reimbursement will be subject to the policy. In no event will the amount of reimbursement
exceed the Budget Amount ($130,800.00).
4. Warranty. Developer agrees to obtain from the contractor(s) constructing the Required
Improvements a warranty in favor of the City to repair or replace of faulty work or materials for a
period of one year following the date that the Required Improvements are accepted by the City
Council.
5. Disputes. In the event of any dispute arising under this Agreement, the injured party shall
notify the injuring party of its contentions by submitting a claim therefore. The injured party shall
continue performing its obligations incurred herein so long as the injuring party commences to cure
such injuring action within ten (10) days of service of such notice and completes the cure within
forty-five (45) days after the notification, or such longer period as may 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 or in
connection with this Agreement, including the filing of a lien or other legal action to compel payment
of the Reimbursement, the prevailing party shall be entitled to recover reasonable attorney's fees
and legal costs from the losing party.
7. Indemnification. Developer shall defend, indemnify and hold harmless City, its officers,
employees, representatives and agents ("Indemnified Parties"), from and against those actions,
suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and
attorneys' fees, arising out of any liability or claim for liability, for injury to or death of person(s), for
damage to property (including property owned by City) and for errors and omissions committed by
Developer, its officers, employees representatives, and agents, which arise out of acts or activities
of Developer's or Developer's Officers, employees, agents or representatives ("Claims"), whether or
not such act or activity is authorized by this Agreement, except to the extent of such loss as may be
caused by City's own negligence or that of its officers or employees. In the event the Indemnified
Parties are made a party to any action, lawsuit, or other adversarial proceeding in any way involving
such Claims, Developer shall provide a defense to the Indemnified Parties, or at the City's option,
eimbursement Agreement—Avenue58 DIFagreemt Pasatiemopo Final Onginal.DOC Page 3,
reimburse the Indemnified Parties their costs of defense, including reasonable attorneys' fees,
incurred in defense of such Claims. In addition, Developer shall be obligated to promptly pay any
final judgment or portion thereof rendered against the Indemnified Parities.
8. City Officers and Emalovees' Non -Discrimination. No officer or employee of City shall be
personally liable to Developer or any successor in interest in the event of any default or breach by
City or for any amount which may become due to Developer or to its successor or for breach of any
obligation of the terms of this Agreement.
9. Term of Agreement. This Agreement shall remain in full force following the date it has been
executed by both parties and until the listed Funding Source has paid the allowable Developer
claims.
10. Notice. Any notice, demand, request, consent, approval, or communication either party
desires or is required to give to the other party or any person shall be in writing and either served
personally or sent by prepaid, first-class mail to the address set forth below. Notice shall be
deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this
Section.
To City: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
760/777-7075
To Developer:
Attn: City Engineer
MADISON 58TH
2 PARK PLAZA,
Irvine, CA 92614
LA QUINTA, LLC
STE 800
Attn: Brad Fomon
Innovative Communities (Agent)
760/690-5261
11. Assignment of Agreement. The Developer may not assign, sublet, hypothecate, encumber,
or transfer (whether voluntarily or involuntarily) its obligations hereunder to any party without the
prior written consent of the City, which consent may be withheld in the City's sole and absolute
discretion.
12. General Provisions.
A. Except as otherwise provided herein, the terms, conditions, covenants, and agreements
set forth herein shall apply to and bind the heirs, executors, administrators, assigns, and successors
of the parties hereto.
B. Neither party to this Agreement relies upon any warranty or representation not contained
in this Agreement.
eimbursement Agreement — Avenue58 DlFagreemt Pasattemopo Final Original.DOC Page 4 ,
C. This Agreement shall be governed by and interpreted with respect to the laws of the
State of California.
D. Any failure or delay by either party in asserting any of its rights and remedies as to any
default shall not operate as a waiver of any default or of any rights or remedies provided for herein.
E. This Agreement maybe amended at anytime by the mutual consent of the parties by an
instrument in writing signed by both parties.
F. This Agreement may be executed in counterparts, which when taken together, shall
constitute one fully executed document.
13. Severability. In the event that any provision or provisions of this Agreement are held
unenforceable, 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 parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by so executing this Agreement the parties are formally bound to the provisions of this
Agreement.
mbursement Agreement—Avenue58 DlFagreamt Pasatlemopo Final Onginal.DOC Page 5 of
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.
CITY OF LA QUINTA:
Thomas P. Genovese, City Manager
Date
ATTEST:'
Veronica Montecino, City Clerk
Ci of La Quinta
O `DD
Date
Developer: MADISON 58T" LA QUINTA, LLC.
2 PARK PLAZA, STE 800
Irvine, CA 92614
By:
Date
Title:
By:
Date
Title:
Approved as to Form:
City q La Quinta V
DEW
eimbursement Agreement - Avenue58 DlFagreeml Pasatiemopo Final Original.DOC Page 6 <
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❑ Corporate Officer —Title(s):
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❑ Attorney In Fact
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Signer Is Representing:
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Signer Is Representing:
0 2006 National Notary Association • 9350 De Soto Ave , PO Box 2402 • Chatsworth, CA 91313-2402 Item No 5907 v609 Reorder, Call TollFree1-11M-876-6827
Exhibit A
REQUIRED IMPROVEMENTS —TRACT No. 34243
REQUIRED IMPROVEMENTS
AVENUE 58 STREET
IMPROVEMENTS FRONTING
TRACT NOS. 34243 and 28034
DIF ELIGIBLE REIMBURSEMENT
Item # Description Units Unit Cost
AVENUE 58 STREET
IMPROVEMENTS FRONTING
TRACT NO. 34243
One Westbound Lane and L.S. $110,257.00
One Eastbound Lane (INSIDE
LANES) Street Improvements
(North Side) - Required
Off -Site Street Improvements
Eligible for Reimbursements
From Development Impact
Fee Fund
AVENUE 58 STREET IMPROVEMENTS
FRONTING TRACT NO. 28034
2 One Westbound Lane and
One Eastbound Lane (INSIDE
LANES) Street
Improvements L.S. $20,543.00
(North Side) - Required
Off -Site Street Improvements
Eligible for Reimbursements
From Development Impact
Fee Fund
Quantity
Total Cost for Required Improvements, not to exceed:$130,800.00
Total Cost
$110,257.00
(not to exceed)
$20,543.00
(not to exceed)
eimbursement Agreement—Avenue58 DlFagreemt Pasaliemopo Final Original.DOC Page 7 c
Exhibit B
July 5, 2006 DIF Cost Detail
Avenue 58 (Lake Cahuilla Access Road to Madison Street)
nbumement Agreement-Avenue58 DlFag reemt Pasatiemopo Final Onginal.DOC Page 8 of
Exhibit C
July 5, 2006 DIF Fee by Development Category
nburnement Agreement-Avenue58 DIFagreemt Pasatiemopo Final Original.DOC Page 9 of