Griffin Ranch & Amtrust Bnk/Saddle Club 09Cash Deposit Security Agreement
THLSLAGREEMENT (the "Agreement") is made and entered into as of the 0-day
of 6Me4 (the "Effective Date") by and among GRIFFIN RANCH, LLC, a
California limited liability company (the "Developer"), the CITY OF LA QUINTA,
CALIFORNIA (the "City") and AMTRUST BANK, a federal savings bank formerly
known as Ohio Savings Bank (the "Bank").
Recitals
(A) The Developer is the owner and developer of a property within the City known
as Griffin Ranch, a part of which is the Saddle Club, an approximately 15-acre
equestrian facility.
(B) As a condition to its approval given to the Developer to construct the Saddle
Club, the City has required the Developer to provide security for certain
Improvements (as hereinafter defined) required by the City in conjunction with
the construction of the Saddle Club.
(C) The City has agreed to accept a cash deposit by the Developer to provide the
security required and the Developer and Amtrust, Developer's lender on the
Griffin Ranch property, have agreed to provide the cash deposit in the "good
faith estimate" amount subject to the terms and conditions contained herein.
Now, therefore, the parties hereto agree as follows:
1,) The following improvements (the "Improvements") are required to be
completed by the Developer at the Saddle Club. The amounts are a "good
faith estimate" of the costs and may not be sufficient to complete the
improvements.
• Performance of Site Grading ($54,499.00)
• PM-10 Dust Control ($26,800.00)
• Faithful Performance of Street Improvements on Monroe Street Frontage
($25,000.00)
• Labor and Material of Street Improvements on Monroe Street Frontage
($339,488.00)
The "good faith estimate" for the Street Improvements on Monroe Street
Frontage are further detailed as follows:
• Street Improvements ($176,727.00)
• Perimeter Landscaping ($68,000.00)
• Multi -Purpose Trail ($12,460.00)
• Contingency ($25,719.00)
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• Professional Fees & Plans, Design ($28,291.00)
• Professional Fees, Construction ($28,291.00)
2.) Developer and Amtrust shall deposit with the City the "good faith estimate"
total amount of $445,787.00 as security for the Improvements.
The City shall hold such amount and shall make disbursements from such
amount to Amtrust as set forth below.
3.) Developer shall complete the Improvements, to the satisfaction of the City,
within 12 months of the Effective Date of this Agreement (the "Completion
Date").
4.) As the Improvements are partially completed, the City shall inspect, on a
monthly basis, the progress of the Improvements. Based upon its
determination as to the percentage of completion to its satisfaction, the
City shall release and disburse to Amtrust from the funds deposited an
amount equal to 90% of the percentage of those Improvements partially
completed to the City's satisfaction, according to the City's estimate and
after the receipt by the City of evidence satisfactory to it that the
contractors and/or subcontractors completing the Improvements have been
paid the amount then due to them. The remaining 10% balance shall be a
retention and shall remain on deposit with the City until 100% of all of the
Improvements have been completed to the City's satisfaction and accepted
by the La Quinta City Council. After acceptance by the City Council, the
City will file a Notice of Completion. If no entity files a claim against the
project, the retention amount remaining and any other unused portion of the
funds on deposit with the City shall be released and disbursed to Amtrust
35 days after the filing of the Notice of Completion
5.) Although the above listed costs for the Improvements are a "good faith
estimate," the Developer is solely responsible for the construction of the
Improvements. Therefore, the Developer is responsible for any shortfall in
funding. The City is in no way responsible to complete the Improvements at
City expense. If the Developer defaults on its obligation to construct the
Improvements by the Completion Date, the City shall have the right, but not
the obligation, to utilize the cash deposit to complete the Improvements.
The City does acknowledge that the cash deposit shall only be used for
completing the Improvements, and/or paying legal and reasonable
administrative fees pertaining to this Agreement and for no other purpose
whatsoever.
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6.) No Certificate Of Occupancy will be issued by the City for any On Site
Improvement until the Improvements listed above have been completed and
accepted by the City Council. If the Developer rescinds, the City revokes, or
the existing Site Development Permit expires and the Street Improvements
on the Monroe Street Frontage have not been accepted by the City Council
the City will within 60 days of the date of such rescission, revocation or
expiration of the Site Development Permit, return any unused portion of the
cash deposit to AmTrust.
7.) Only Amtrust and not Developer shall have a right hereunder to receive a
disbursement of any funds on deposit with the City.
8.) All disbursements from such amount deposited with the City shall be made
by City warrant or by wire transfer unless otherwise instructed in writing.
9.) Miscellaneous
i.) Amendments. This Agreement may only be amended or modified by a
written amendment executed by all parties.
ii.) Notices. All notices in connection with this Agreement must be in
writing. Any notice to be given or other document to be delivered by a
party to the other parties hereunder shall be delivered in person to the
other parties or may be deposited via overnight courier (with a reputable
national courier) or in the United States mail, duly certified or registered,
with postage prepaid and addressed to said party to whom intended as
set forth herein. Any party hereto may from time to time, by written
notice to the other parties, designate a different address, which shall be
substituted for the one below. If any notice or other document is sent by
overnight courier, as aforesaid, the same shall be deemed served or
delivered twenty four (24) hours after deposit thereof as above provided.
If any notice or other document is sent by certified or registered mail, as
aforesaid, the same shall be deemed served or delivered forty-eight (48)
hours after mailing thereof as above provided.
Notices to GRIFFIN RANCH, LLC
Mail: 10721 Treena Street, Ste. 200
San Diego, CA 92131
Telephone: (858) 653-3003 Fax: (858) 653-3001 - Email:
chastings@mccomic.com
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Notices to AMTRUST BANK
Mail: 1801 East Ninth Street, Ste. 200
Cleveland, Ohio 44114
Attn: Michael Attias, Senior Vice President
Telephone: (216) 588-4019 Fax: (216) 588-5342 - Email:
mattias@amtrust.com
Notices to the CITY OF LA QUINTA
Mail: 78-495 Calle Tampico
PO Box 1504
La Quinta, CA 92253
Telephone: (760) 777-7075
Fax: (760) 777-7155
Email: tjonasson@la-quinta.org
iii.) Attorney's Fees. In any action between the parties regarding this
Agreement or the deposit of funds with the City, as provided herein, the
prevailing party in that action shall be entitled to recover its reasonable
costs and expenses, including reasonable attorneys' fees.
iv.) Force Maieure. In the event an act of the government, war conditions,
fire, flood or other act of God prevents the City or the Developer from
performing in accordance with the provisions of this Agreement, such
nonperformance shall be excused and shall not be considered a breach or
default for so long as the said conditions prevail.
v.) Interpretation. This Agreement shall be interpreted and construed in
accordance with California law.
vi.) No Third -Party Beneficiary. This Agreement is made and intended to be
for the benefit of the parties hereto and is not intended to be for the
benefit of anyone else.
vii.) Severability. In the event any provision of this Agreement should
determined by a court of competent jurisdiction to be unenforceable or
void under applicable law, that provision shall be deleted; but the
remaining provisions of this Agreement shall remain in full force and
effect.
viii.) Execution in Counterpart. This Agreement, and any amendments
and/or modifications thereto, may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute the same instruction.
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ix.) Captions. The caption headings for the sections of this Agreement are
for convenience only and shall not be considered to limit, expand or
define the content of the sections.
x.) Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties to this Agreement and their respective
successors and assigns.
xi.) Warranty of Authority. Each person executing this Agreement on behalf
of a party hereto represents and warrants to the other parties hereto that
he or she has full power and authority to do so on behalf of such party
and that no other authorizations or approvals of any kind are necessary.
IN WITNESS THEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.
CITY:
The Ci"f a Quinta, if is
By: / e. _ � n .terse
Printed Name: 1 kuw46% P. Gewe ues*-
Title: C Nluuye.
DEVELOPER:
GRIFFIN RANCH, LLC
a California limited liability company
By:
Printed Name: /z. F721? eco&rc
Title: 12f2ES. --'
BANK:
AMTRUST BANK,
a federal savings bank
(formerly known as Ohio Savings Bank)
By:
Printed Name: _ W la�r..Lj
Title: '5l n io / IAI / fee5i e.7T
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