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Greystone Clubhouse/Ave 52 Improvements 08City of La Quinta REIMBURSEMENT AGREEMENT AVENUE 52 IMPROVEMENTS Boundary of SDP 2002-730 THIS REIMBURSEMENT AGREEMENT (the "Agreement") is made and entered into this day of,ae 2008, by and between GREYSTONE CLUBHOUSE ASSOCIATES, LLC, a Delaware limited 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 Site Development Permit 2002-730 (the "Project") located in the City of La Quinta subject to the conditions of approval found in Planning Commission Resolution 2002-82 ("Conditions of Approval"). B. The Conditions of Approval obligate Developer to construct certain improvements on Avenue 52, generally described as follows, and more specifically described in the Conditions of Approval. #50.A 1. Avenue 52 (Primary Arterial; 110'R/W option: Widen the south side of Avenue 52 along the project frontage. 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. Street widening improvements shall include all appurtenant components such as, but not limited to, curb, gutters, cross gutters and spandrels, traffic control striping, legends, marking and signs. Other significant new improvements required for installation in, or adjacent to the subject right of way include: a) 6-foot wide meandering sidewalk. b) 18-foot wide landscaped median from the westerly property line to the easterly project limits. Necessary transitions and tapers into the existing bridge at the All American Canal will need to be designed and is subject to approval by the City Engineer. The pavement rehabilitation/reconstruction and landscape median improvements are eligible for reimbursement from the City's Development Impact Fee fund in accordance with policies established for that program. 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 for Avenue 52 (Jefferson Street to '/2 mile east of Madison). The cost details (Exhibit B) reflect a DIF totaling $3,244,108.88 for Avenue 52 (Jefferson Street to %2 mile east of Madison). The Required Improvements are estimated to be $463,894.00 for Avenue 52. The aforementioned amount 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: 1. Responsibilities of Developer: Developer has constructed the Required Improvements described in the Conditions of Approval as follows: A. #50.A 1. Avenue 52 (Primary Arterial; 1 10'R/W option: Widen the south side of Avenue 52 along the project frontage. 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. Street widening improvements shall include all appurtenant components such as, but not limited to, curb, gutters, cross gutters and spandrels, traffic control striping, legends, marking and signs. Other significant new improvements required for installation in or adjacent to the subject right of way include: a) 6-foot wide meandering sidewalk. b) 18-foot wide landscaped median from the westerly property line to the easterly project limits. Necessary transitions and tapers into the existing bridge at the All American Canal will need to be designed and is subject to approval by the City Engineer. 2. The cost of improvements expended by the Developer for improvements south of the of the centerline of Avenue 52 along the project boundary as specified in the DIF Study is eligible Reimbursement Agreement - Avenue 52 DlFagreemt Clubhouse Apt.DOC Page 2 of 9 for reimbursement, herein referred to as (the "Required Improvement") identified and documented in Exhibit A. The Developer has borne the cost of constructing the Required Improvements, subject to the limited credit and right of ultimate future reimbursement provided herein. The Required Improvement 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. 3. 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 processed for credit or reimbursement. b) 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 ($463,894). 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. Reimbursement Agreement - Avenue 52 DlFagreemt Clubhouse Apt.DOC Page 3 of 9 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, 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 Employees: 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 Attn: City Engineer To Developer: GREYSTONE CLUBHOUSE ASSOCIATES, LLC. 341 BAYSIDE #7 NEWPORT BEACH, CA 92260 Attn: Walter B. Eebs Member/Manager (949) 566-6259 Reimbursement Agreement - Avenue 52 DlFagreemt Clubhouse Apt.DOC Page 4 of 9 1 1. 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. 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 may be amended at any time 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. Reimbursement Agreement - Avenue 52 DIFagreemt Clubhouse Apt.DOC Page 5 of 9 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: eronica Montecino, City Clerk City of La Quints . el'e---/�; D?1 Date Approved as to Form: r. A Watherine Jenson, ' y ttorney olf La Quinta Wgz Date Developer: GREYSTONE CLUBHOUSE ASSOCIATES, LLC. 341 BAYSIDE DRIVE in NEWPORT BEACH, CA 92660 April 21, 2008 Date Title: Managing Member RFA Date Title: Reimbursement Agreement - Avenue 52 DlFagreemt Clubhouse Apt.DOC Page 6 of 9 STATE OF CALIFORNIA COUNTY OF ORANGE On ARryl 02 2008, before me, Jenny Cunningham, Notary Public, personally appeared Walter B. Eeds, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. @ENNY CUNNINGHAM comm. #1792245 00NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY O My Comm Expires March 2, 2012 Exhibit A REQUIRED IMPROVEMENTS —SITE DEVELOPMENT PERMIT 2002-730 REQUIRED IMPROVEMENTS AVENUE 52 STREET IMPROVEMENTS FRONTING SDP 2002-730 Item # Description Units Unit Cost Quantity Total Cost AVENUE 52 STREET IMPROVEMENTS FRONTING SDP 2002-730 1 Avenue 52 (South Side) L.S. $463,894.00 1 $463,894.00 - Required Off -Site Street (not to exceed) Improvements Eligible for Reimbursements From Development Impact Fee Fund Total Cost for Required Improvements, not to exceed: $463,894.00 Reimbursement Agreement -Avenue 52 Wagreemt Clubhouse Apt.DOC Page 7 of 9 Exhibit B July 5, 2006 DIF Cost Detail Avenue 52(Jefferson Street to %2 mile east of Madison) Reimbursement Agreement -Avenue 52 DlFagreemt Clubhouse Apt.DOC Page 8 of 9 CITY OF LA QUINTA: DEVELOPMENT IMPACT FEE (DIF) COST DETAIL Project Type: Primary Arterial Project: Avenue 52 (Jefferson Street to 112 mile east of Madison) Description The proposed improvements include the installation of median island, median island landscape, irrigation and electrical, and the adjustment of the centerline profile to implement urban drainage concept for the future widening of the north and south sides, from Jefferson St. to Madison; and the installation of half a median island, median island landscape, irrigation and electrical and the adjustment of the centerline profile t implement urban drainage.concept for future widening of the south side, from Madison St. to 1/2 mile east o Madison. ITEM DESCRIPTION NITS QUANTITY UNIT COST ELIG BLE DIF COST 1 MOBILIZATION LS"198000� 63 $208,921.63 2 TRAFFIC CONTROL LS.75 189,928.75 3 DUST CONTROL LS.50 $81,787.5 4 UNCLASSIFIED FILL CY.00 $63,000.00 5 UNCLASSIFIED EXCAVATION CY.0Im .00 6 6" CURB LF.0.00 7 4.5" AC OVER 6" AB SF 1980.6.00 8 SIGNING AND STRIPING LS 1 $25 000.0.06 9 LANDSCAPE SF 11$800 $3.5.00 10 IRRIGATION SF 118800 2.5.00 11 ELECTRICAL SF 118800 $2.50.00SUB TOTAL .88 Jul-06 Estimated Soft Costs: esin$229,513.79 ns ectio estin Surve C trun $114,906.89 nttn enc 4 3, Tota stimate:0 w,244JOW8 Note: The project also includes the construction of a new outside lane adjacent to Polo Estates. July 5, 2006 Update Appendix 1 (8 of 20) Exhibit C July 5, 2006 DIF Fee by Development Category Reimbursement Agreement -Avenue 52 DIFagreemt Clubhouse Apt.DOC Page 9 of 9 City ofla Quinta —Development Impact Fee Study F. SUMMARY OF IMPACT FEES Table S-I summarizes the recommended impact fees by development category and facility type. The amounts shown in that table based on the analysis in subsequent sections of this report. '$ry.'e �v St,x ix Y �6 tx L.xr 1€+^�r �a'8E jnsm Ps`+t F y14 g YR Cf`" CIS r,s j"'x` pFS '�.F N"t i "Y r e:'r€11 µE- k'j 5y4. v i �§ 3} "`cE ` is. 3 > tY fx fr',:.'"k °„"' '*x �`� y �$ �'. �... 2a��. 5 r G. PROJECTED REVENUE Table 8-2 shows projected total revenue from impact fees, from now to build out, assuming that the fees are adopted as recommended and that all development anticipated in this report actually occurs. Note that projected revenue is given in current dollars. Table S-2 Civic Centt Fire Statio; Libraries t Residential- Single Family Detached 2 Dwelling Unit 3 Residential- Single Family Ausebed 4 Residential —Multi family and other 5 I,OOn Square Feet of Gross Building Area 6 Project Revenue in curtent dollars July S, 2006 Update Page 4