Dolphin of LQ, LLC/DDA & DA Parcel 2, PM 31116DOLPHIN LA QUINTA, LLC.
For DEVELOPMENT AGREEMENT and DISPOSITION AND DEVELOPMENT
AGREEMENT referred to in these documents, including all amendments, see
CP DEVELOPMENT LA QUINTA, LLC file.
PLEASE COMPLETE THIS INFORMATION
RECORDING REQUESTED BY:
VERONICA J. MONTECINO
City Clerk-/ Agency Secretary
AND WHEN RECORDED MAIL TO:
Veronica J. Montecino, CMC, City Clerk
CITY OF LA QUINTA _
P. 0. Box 1504
La Quinta, California 92247-1504
DOC # 2008-0411463
07/28/20@8 08:00A Fee:NC
Page 1 of 10
Recorded In Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
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ASSIGNMENT AND ASSUMPTION AGREEMENT
Lennar Homes of California, Inc., and Dolphin La Quinta, LLC
(CP Development)
Title of Document
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
`y0
0
M
053
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Veronica J. Montecino, CMC, City Clerk
CITY OF LA QUINTA
P. O. Box 1504
La Quinta, CA 92247-1504
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is entered
into this 22nd day of May, 2008 (the "Effective Date") by and between LENNAR HOMES OF
CALIFORNIA, INC., a California corporation ("Assignor") and DOLPHIN LA QUINTA, LLC,
a California limited liability company ("Assignee") with reference to the following:
A. WHEREAS, Assignor is the owner in fee simple of certain property located at
45-245 Seeley Drive, in the City of La Quinta, California ("Parcel 2"). Parcel is more
particularly described on Exhibit "A", which is attached hereto and incorporated herein by this
reference.
B. WHEREAS, pursuant to the terms of that certain Disposition and Development
Agreement entered into by and between the Assignee and the La Quinta Redevelopment Agency,
a public body, corporate and politic ("Agency") on or about December 18, 2003, as amended on
or about October 28, 2004, on or about December 7, 2004, on or about November 2, 2005, on or
about October 20, 2006, on or about August 23, 2007, and on or about March 23, 2008
(as amended, the "DDA"), the Agency conveyed Parcel 2 and certain adjacent real property to
CP Development La Quinta, LLC, a California limited liability company ("CP").
C. WHEREAS, subsequent to its acquisition of Parcel 2, CP conveyed Parcel 2 and
assigned all of its rights and obligations with respect to Parcel 2, to Assignor.
D. WHEREAS, concurrently with the execution of the DDA, the City of La Quinta
("City") and CP entered into that certain Development Agreement which was recorded in the
Official Records of the County Recorder for the County of Riverside (the "Official Records") on
January 5, 2004, as Instrument No. 2004-0005256, as amended by that certain Amendment No. 1
to Development Agreement executed on or about October 28, 2004, and recorded in the Official
Records on November 8, 2004, as Instrument No. 2004-0885063, that certain Amendment No. 2
to Development Agreement executed on or about November 17, 2005, and recorded in the
Official Records on December 19, 2005, as Instrument No. 2005-1045418, and that certain
Amendment No. 3 to Development Agreement executed on or about May 6, 2008, and recorded
in the Official Records on June 4, 2008, as Instrument No. 2008-0303530 (as amended, the
"DA"
882/015610-0107
902956.05 a05/16/08
E. WHEREAS, pursuant to the terms of the DDA and DA and all entitlements issued
in connection therewith, Assignor is required to develop on Parcel 2 one hundred thirty-two
(132) condominium/casitas units and associated public and private improvements and amenities
(collectively, the "Parcel 2 Casitas Development").
F. WHEREAS, Assignor has developed forty (40) condominium/casitas units on
Parcel 2, and now wishes to transfer and assign to Assignee all of its rights and obligations under
the DDA and DA with respect to Parcel 2 and the Parcel 2 Casitas Development (collectively,
the "Parcel 2 Casitas Obligations").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns to Assignee all of Assignor's rights and responsibilities under
the DDA and DA with respect to Parcel 2 and the Parcel 2 Casitas Obligations from and
after the Effective Date.
2. Assignee hereby accepts the foregoing assignment of all of Assignor's rights and
responsibilities under the DDA and DA with respect to Parcel 2 and the Parcel 2 Casitas
Obligations, and agrees to be bound by the terms of the DDA and DA with respect to all
of such rights and responsibilities from and after the Effective Date.
3. The parties hereto each warrant and represent that they have taken all necessary corporate
action to authorize the execution and performance of this Assignment and that the
individuals executing this document on behalf of the parties are authorized to do so, and
by doing so, create binding obligations as described herein of the party represented.
4. The terms of this Assignment shall not be amended and this Assignment shall not be
terminated except by written instrument executed by both of the parties hereto, and only
upon the prior written consent of the City and Agency.
5. This Assignment shall be governed by the internal laws of the State of California, without
regard to conflict of law principles.
6. Any defined terms used but not defined herein shall have the same meaning as in the
DDA.
7. By execution below, the City and Agency hereby: (i) consent to the foregoing
assignment; (ii) release Assignor from any further obligations under the DA or DDA; and
(iii) waive their right to condition their approval of the foregoing assignment and sale by
Assignor to Assignee of Parcel 2 upon payment by Assignor to the City and/or Agency of
half of Assignor's net sales proceeds, as permitted by Section 703.2 of the DDA and
Section 7.2 of the DA.
[End — signatures on next page]
882/015610-0107 _
902956.05 e05/16108 -2
WHEREFORE, the parties hereto have executed this Assignment on the date first written
above.
"Assignor"
LENNAR HOMES OF CALIFORNIA INC.,
a California corporation
Its:
"Assignee"
DOLPHIN LA QUINTA, LLC,
a California limited liability company
0
Its:
882/015610-0107
902956.05 a05/16/08 -3-
State of California _ )
County of t t�
On May lb , W043' 'before me,
i-e
t�a
Notary Public,
name and title of the officer)
personally appeared S
r '"� U
who proved to me on the basis o satisfactory evidence to be the persoto'whose nam*1 is/aW
subscribed to the within instrument, and acknowled&A to me that hOAdtber t xecuted the same
in(h6lterhhei7 authorized capacity(iper, and that b)(Wha/Ulfiir signatureKon the instrument the
person(s), or the entity upon behalf of which the person(sracted, 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.
State of California
County of )
0
before me,
(here insert name
Personally appeared
who proved to me on the basis of satisfactory
subscribed to the within instrument, and ackn(
in his/her/their authorized capacity(ies), and th
person(s), or the entity upon behalf of whi�-"
I certify under PENALTY OF
foregoing paragraph is true an
WITNESS my hand
seal.
Con101110 t 117MIG W
ahvi"M COW* It
llldffimjwat� It
Notary Public,
.u,eoticer>
rvidencethe person(s) whose name(s) istare
vl to me that helshe/they executed the same
y his/her/their signature(s) on the instrument the
person(s) acted, executed the instrument.
under the laws of the State of California that the
(seal)
li210156109107 _4_
"2956.05 M/1"s
WHEREFORE, the parties hereto have executed this Assignment on the date first written
above.
"Assignor"
LENNAR HOMES OF CALIFORNIA INC.,
a California corporation
Sl
Its:
"As9bktL$Q
DOa Cy
By:
Its:NtZACS�bIr-
882/01561M107
902956.05 a05/16/08 -3-
State of Califpmia )
County of194:60
On 6 3OW before me, Notary Public,
(here Insert_ name and till f the officer)
personally appeared ' T ,(1g,
who proved to me on the basis of satisfactory evidence to be the personwwhose name is/are—
subscribed to the within instrument, and acknowledged to me that he/&ho4hey executed the same
in hisA eir-authorized capacity(ios), and that by his ei signatureKon the instrument the
person or the entity upon behalf of which the personXacted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
State of California
County of
On , before me,
(here insert name and title of the officer)
that the
COMM" I
(seal)
Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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.
Signature
(seal)
8821015610-0107
902956.03 a05/15108 -4
CONSENT
By execution below, the City and Agency hereby: (i) consent to the foregoing
assignment; (ii) release Assignor from any further obligations under the DA or DDA; and (iii)
waive their right to condition their approval of the foregoing assignment and sale by Assignor to
Assignee of Parcel 2 upon payment by Assignor to the City and/or Agency of half of Assignor's
net sales proceeds, as permitted by Section 703.2 of the DDA and Section 7.2 of the DA.
LA QUINTA REDEVELOPMENT AGENCY,
Bp lj�body, corpora�d politic
Y� L
Its: Executive Director
. roam, ,, � 0�.
APPROVED AS TO FORM:
RUTAN & C R�
Attorneys for(he La Quinta evelopment
Agency
CITY OF LA QUINTA, a California municipal
corporation and charter city organized and
existing under the laws of the State of
alil
By:/ a
Its: City Manager
Citj Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, L P
XityAttoriiey
982MI5610-0107
902956.05 a05/16/08 —5—
State Cale
Countyy of
On j � y� DO F before me, ?('Ad Q `%'51e 4 , Notary Public,
Were in rt na�m}e and title of the officer)
-%%l personally appeared aZ22/ S A D ✓e.SG
who proved to me on the basis of satisfactory evidence to be the person(s) whose name* is/W
subscribed to the within instrument, and acknowledged to me that he/soe/tWy executed the same
in his/M/tb&r authorized capacity(iog), and that by hisA)d/tW!r signature(o on the instrument the
person(p), or the entity upon behalf of which the personi*) 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.
State of California
County of
e
before me,
l
��..�
� U• f _ao F .Yi:
(here insert name and title of the officer)
Notary Public,
personally appeared >
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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.
Signature
(seal)
882/015610-0107
902956.05 a05/16/08
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
PARCEL 2 OF PARCEL MAP NO. 31116, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, AS PER MAP RECORDED IN BOOK 212 OF PARCEL MAPS, PAGES 60 TO
66, RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 500 FEET
BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH
AND TO USE AND OCCUPY ALL PARTS OF THE PROPERTY LYING MORE THAN 500
FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL
TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PROPERTY OR OTHER LANDS, BUT
WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF THE
PROPERTY OR ANY PORTION THEREOF WITHIN 500 FEET OF THE SURFACE FOR
ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PROPERTY IN SUCH
A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE
PROPERTY, AS RESERVED IN THE DEED FROM THE LA QUINTA REDEVELOPMENT
AGENCY, RECORDED DECEMBER 9, 2004 AS INSTRUMENT NO. 2004-0979137
OFFICIAL RECORDS.
882/01561"107 Exhibit "A"
902956.05 a05/16/08
AGREEMENT FOR DEPOSIT OF FUNDS
This AGREEMENT FOR DEPOSIT OF FUNDS ("Agreement") is made and entered
into as of May 22, 2008 (the "Effective Date") by and among LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), CITY OF LA
QUINTA, a California municipal corporation and charter city, organized and existing under the
Constitution of the State of California ("City"), Lennar Homes of California ("Lennar"), and
DOLPHIN LA QUINTA, LLC, a California limited liability company ("Dolphin'). Agency,
City, Lermar and Dolphin are sometimes individually referred to herein as a "Party" and
collectively referred to herein as the "Parties."
RECITALS:
A. On or about December 18, 2003, the Agency and CP Development La Quinta,
LLC ("CP") entered into that certain Disposition and Development Agreement (the "Original
DDA"), pursuant to which Agency sold to CP that certain real property located southeast of the
Miles Avenue and Washington Street intersection in the City of La Quinta, California 92253 (the
"Property") and CP agreed to construct, complete, and operate thereon a commercial project
containing, among other components, a mid -price suites hotel (the "Suites Hotel") and a resort -
style condominium/casitas development (the "Casitas Development").
B. The Original DDA has been amended on six (6) occasions, on or about October
28, 2004, on or about December 7, 2004, on or about November 2, 2005, on or about October 20,
2006, on or about August 23, 2007, and on or about March 23, 2008 (collectively, the "Prior
DDA Amendments"). The Original DDA, as amended by the Prior Amendments, is hereinafter
referred to as the "DDA."
C. Concurrently with the execution of the Original DDA, the City and CP entered
into that certain Development Agreement which was recorded in the Official Records of the
County Recorder for the County of Riverside (the "Official Records") on January 5, 2004, as
Instrument No. 2004-0005256 (the "Original DA"). Agency and CP have amended the Original
DA on three (3) prior occasions, pursuant to that certain Amendment No. 1 to Development
Agreement executed on or about October 28, 2004, and recorded in the Official Records on
November 8, 2004, as Instrument No. 2004-0885063, that certain Amendment No. 2 to
Development Agreement executed on or about November 17, 2005, and recorded in the Official
Records on December 19, 2005, as Instrument No. 2005-1045418and that certain Amendment
No. 3 to Development Agreement executed on or about May 6, 2068 and recorded in the Official
Records on June 4, 2008 as Instrument No. 2008-0303530 (collectively, the "Prior DA
Amendments") The Original DA, as amended by the Prior DA Amendments, is hereinafter
referred to as the "DA."
D. Pursuant to the Prior DDA Amendments and Prior DA Amendments CP was
permitted to, and did, (1) sell to Lennar that portion of the Property described as Parcel 2 of
Parcel Map 31116 ("Parcel 2") and (ii) assign its rights and obligations under the DDA and DA
with respect to Parcel 2 and the portion of the Casitas Development to be constructed on Parcel 2
882/015610-0107
902956.05 a06/12108
(the "Parcel 2 Casitas Development") to Lennar. Parcel 2 is more particularly described in
Exhibit "N' which is attached hereto and incorporated herein by this reference.
E.' Lennar has developed forty (40) condominium/casitas units on Parcel 2 (the
"Completed Casitas Units"). Lennar has also developed four (4) additional
condominium/casitas units that do not yet have approved certificates of occupancy. Pursuant to
the DDA, the DA, and the entitlements previously issued. by the City in connection with the
Parcel 2 Casitas Development, Lennar is required to develop a total of one hundred thirty-two
(132) condominium/casitas units on Parcel 2. Lennar has failed to complete the entire Parcel 2
Casitas Development by December 31, 2007, as required by the DDA.
F. Lennar has entered into a purchase and sale agreement with Dolphin, pursuant to
which Lennar has agreed to sell to Dolphin Parcel 2 (the "Parcel 2 Purchase Agreement'.
Lennar has indicated that it will only close escrow on the sale of Parcel 2 to Dolphin if the City
and Agency agree to waive their right to condition their approval of such sale upon payment by
Lennar to the City and/or Agency of half of Lennar's net sales proceeds, as permitted by Section
703.2 of the DDA and Section 7.2 of the DA (collectively, the "Sales Proceeds Provisions").
G. Dolphin has indicated its intent to prepare and process through the City new
designs and plans for Parcel 2, in accordance with the schedule attached hereto and incorporated
herein as Exhibit B" (the "Dolphin Performance Schedule").
H. Agency, City and Dolphin mutually interpret Sections 3.4.10 of the DA and 309.2
of the DDA restricting changes in the assessed value of any of the Property to apply only after
completion of development of the Property or a "Phase of Development" (as that term is defined
in the DDA). As of the Effective Date, the Casitas Development has not been wholly completed,
such that neither the DA nor the DDA prevent the reassessment of Parcel 2 upon Lennar's sale of
Parcel 2 to Dolphin
I. Agency, City, Lennar, and Dolphin now wish to set forth the terms and conditions
pursuant to which Agency and City will (i) consent to Lennar's sale and transfer to Dolphin of
all of Lennar's rights and obligations under the DDA and DA with respect to Parcel 2, the
Parcel 2 Casitas Development, and all associated public and private improvements and amenities
to be developed as part of the Parcel 2 Casitas Development (collectively, the "Parcel 2 Casitas
Obligations"); and (ii) waive their rights under the Sales Proceeds Provisions.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
herein by this reference, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by all of the Parties, the Parties hereto agree as
follows:
1. Within three (3) days after the Effective Date, Dolphin and Agency shall open an
escrow account (the "Escrow") with the escrow agent (the "Escrow Agent") handling the
closing under the Parcel 2 Purchase Agreement (the "Parcel 2 Closing"). Concurrently with the
Parcel Closing, Dolphin shall deposit into the Escrow Four Hundred Thousand Dollars
992A15610-0107 _
902956.05 a05/16/08 -2
($400,000.00) (the "Performance Deposit"). The Escrow Agent shall deposit the Performance
Deposit in an interest bearing account. The Performance Deposit shall be disbursed to Dolphin
or retained by City pursuant to the following:
a. The Escrow Agent shall disburse the Performance Deposit to Dolphin
upon the occurrence of any one of the following, by the time stated therefor:
i) Prior to September 30, 2008, the Completed Casitas Units are
owned by CP or an entity in which CP or Dick Oliphant retains a minimum of fifty-one percent
(51 %) of the ownership or beneficial interest and retains management and control.
ii) Prior to September 30, 2008, Dolphin and CP close escrow on a
land "swap" pursuant to which Dolphin conveys to CP certain real property that is adjacent to
CP's restaurant parcel fronting on Washington Street in exchange for CP conveying to Dolphin
certain real property located at the corner of Miles Avenue and Seeley Drive.
b. The Escrow Agent shall disburse fifty percent (50%) of the Performance
Deposit to Dolphin upon City's approval of a Site Development Permit Application for the
remainder of the Parcel 2 Casitas Development or some alternative development, provided such
approval is obtained by the earlier of (i) prior to April 1, 2010; or (ii) within eleven (11) months
after meaningful negotiations have broken down between Dolphin and CP with respect to the
transactions described in paragraphs a(i) and a(ii) of this Section 1. Dolphin shall provide
written updates to City concerning the status of such negotiations at least once every two (2)
weeks, and, upon City's request therefore, Dolphin shall provide City with documentary
evidence that such negotiations are still proceeding. In the event that following such a request
for documentary evidence by City Dolphin fails to provide satisfactory evidence, in the
reasonable discretion of the City Manager, that the negotiations are still proceeding, the eleven
(11) month period described in clause (ii) of this paragraph shall commence. The date such
eleven (11) month period commences shall be referred to hereinafter as the "SDPA
Commencement Date".
C. The Escrow Agent shall disburse fifty percent (50%) of the Performance
Deposit to Dolphin upon City's issuance of building permits for the remainder of the Parcel 2
Casitas Development or some alternative development, provided such issuance occurs within
eighteen (18) months after the SDPA Commencement Date.
In the event that at the close of the eighteen (18) month period described in lc above
Dolphin has not satisfied any of la(i), la(ii), lb, or lc within the applicable time stated above,
the Escrow Agent shall disburse the Performance Deposit to the Agency unless before such time
this Agreement has been modified by the Parties hereto.
2. Dolphin and Agency shall prepare and provide to Escrow Agent escrow
instructions mutually acceptable to both Dolphin and Agency which incorporate and address all
of the provisions in Section 1 above.
3. Concurrently with the Parcel 2 Closing, Lennar and Dolphin shall provide Agency
and City with an assignment and assumption agreement in the form attached hereto and
882/015610-0107
902956.05 a05/16108 -3-
incorporated herein as Exhibit "C" that has been executed by Lennar and Dolphin, pursuant to
which Lennar assigns to Dolphin and Dolphin' assumes and agrees to be bound by all of the
terms and conditions in the DDA and DA applicable to Parcel and the Parcel Casitas
Obligations
4. Agency and City hereby waive their rights under the Sale Proceeds Provisions
with respect to the sale of Parcel 2 by Lennar to Dolphin pursuant to the Parcel 2 Purchase
Agreement. The City and Agency retain all rights with respect to any other transaction.
5. Dolphin shall complete all obligations set forth in the Dolphin Performance
Schedule within the times set forth therein.
6. Nothing herein or in the DDA or DA constitutes a representation or warranty by
Agency or City that the construction of the Parcel 2 Casitas Development or any portion thereof
is not subject to California Health and Safety Code Sections 33423 through 33426, or Chapter 1
of Part 7 of the California Labor Code (commencing with section 1720), and all applicable
statutory and regulatory provisions related thereto, and Dolphin expressly waives any right of
reimbursement for any "increased costs" under California Labor Code Section 1781 or otherwise
with respect to Parcel 2 or the Parcel 2 Casitas Development. Dolphin shall, indemnify, defend,
and hold Agency and City harmless, including litigation costs and reasonable attorneys' fees,
from and against any and all claims pertaining to the payment of wages for Parcel or the
Parcel 2 Casitas Development.
7. Except as expressly provided in Section 4 above, nothing in this Agreement is
intended to modify any provision in the DDA or DA.
8. In the event of any action between or amongst the Parties hereto seeking
enforcement of any of the terms and conditions to this Agreement, the prevailing Party in such
action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs
and expenses, including without limitation its expert witness fees and reasonable attorney's fees.
9. This Agreement shall be construed according to its fair meaning and as if
prepared by all of the Parties hereto.
10. This Agreement shall be governed by the internal laws of the State of California
without regard to conflict of law principles and any question arising hereunder shall be construed
or determined according to such law. The Superior Court of the State of California in and for the
County of Riverside, or such other appropriate court in such county, shall have exclusive
jurisdiction of any litigation between the Parties concerning this Agreement. Service of process
on Agency or City shall be made in accordance with California law. Service of process on
Lennar or Dolphin shall be made in any manner permitted by California law and shall be
effective whether served inside or outside California.
11. Time is of the essence of this Agreement and of each and every term and
provision hereof.
88V0I5610-0107
902956.05.05/16108 -4-
12. A waiver of a provision hereof, or modification of any provision herein contained,
shall be effective only if said waiver or modification is in writing, and signed by the Party
granting the waiver. No waiver of any breach or default by any Party hereto shall be considered
to be a waiver of any breach or default unless expressly provided herein or in the waiver.
13. This Agreement may be executed in counterparts, each of which, when this
Agreement has been signed by all the Parties hereto, shall be deemed an original, and such
counterparts shall constitute one and the same instrument.
14. The person(s) executing this Agreement on behalf of each of the Parties hereto
represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing
this Agreement such Party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other agreement to which
such Party is bound.
[End -- signature page follows]
8821015610-0107 902956.05 a05/16/08 -5_
IN WITNESS WHEREOF, Agency, City, CP, and Dolphin each hereby represents that it
has read this Agreement, understands it, and hereby executes this Agreement to be effective as of
the day and year first written above.
"Dolphin"
DOLPHIN LA QUINTA,
a California limited liaVilitj
2008 By:
Its: MR/J P
By:
Its:
"Lennar"
LENNAR HOMES OF CALIFORNIA INC.,
a California corporation
Date: 2008 By:
Date: W 2008
APPROVED AS TO FORM:
RUTAN.
8,
o ys for the Vuinta Redevelopment
Agency
Its:
"Agency"
LA QUINTA REDEVELOPMENT
BGENCY, a public body, and politic
y:
Executive Director
[Signatures continued on next page]
892/015610-0107
902956.05 e05/16/08 -6-
IN WITNESS WHEREOF, Agency, City, CP, and Dolphin each hereby represents that it
has read this Agreement, understands it, and hereby executes this Agreement to be effective as of
the day and year first written above.
"Dolphin"
DOLPHIN LA QUINTA, LLC,
a California limited liability company
Date: -2008 By:
Date: d 16 2008
Its:
By:
Its:
"Lennar"
LENNAR HOMES OF CALIFORNIA INC.,
a California
corporautio-n'By: Vrn
Its: �p
Mr4lt
"Agency"
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
Date: 2008 By:
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Attomeys for the La Quinta Redevelopment
Agency
Executive Director
[Signatures continued on next page]
982/015610-0107 _6_
902956.05 AMINO
Date: 2008
APPROVED AS TO FORM:
;tyv
TA� & TUC ER, P
tt me
"City"
CITY OF LA QUINTA,
a California municipal corporation and charter
city organized and existing under the laws of
the State
Its: City Manager
882/015610-0107 _7_
902956.05 a0 116109
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
PARCEL 2 OF PARCEL MAP NO. 31116, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, AS PER MAP RECORDED IN BOOK 212 OF PARCEL MAPS, PAGES 60 TO
66, RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 500 FEET
BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH
AND TO USE AND OCCUPY ALL PARTS OF THE PROPERTY LYING MORE THAN 500
FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL
TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PROPERTY OR OTHER LANDS, BUT
WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF THE
PROPERTY OR ANY PORTION THEREOF WITHIN 500 FEET OF THE SURFACE FOR
ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PROPERTY IN SUCH
A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE
PROPERTY, AS RESERVED IN THE DEED FROM THE LA QUINTA REDEVELOPMENT
AGENCY, RECORDED DECEMBER 9, 2004 AS INSTRUMENT NO. 2004-0979137
OFFICIAL RECORDS.
882/015610-0107 Exhibit "A"
902956.05 a06/12/08
EXH BIT "B"
DOLPHIN PERFORMANCE SCHEDULE
[See attached pages]
992/015610-0107 - Exhibit `B
902956.05 a05F16108
THE DOLPHIN PARTNERS
SCHEDULE OF PERFORMANCE FOR EXISTING 40 CASITAS UNITS AND REMAINING CONDO -HOTEL UNITS
Item of Performance
Time for Completion**
1
City approval of Agreement and execution of
Not later than May 21, 2008.
same.
2
Dolphin closes escrow with Lennar and acquires
Not later than June 30, 2008, per the Third
fee title to Parcel 2.
Amendment to the Purchase & Sale Agreement
between Dolphin and Lennar.
3
Developer and Agency execution of amendments
Within three (3) months after the commencement o
to DA and DDA.
the eighteen (18) period described inSectionlb of the
Agreement (as such eighteen (18) month period may
commence as a result of the failure of Dolphin to
provide satisfactory evidence to City that
negotiations with CP are proceeding).
4
Developer submission of complete Site
Within 180 days after Effective Date of DDA
Development Permit Application "SDPA", which
amendment.
will include: Detailed Site Plan; Floor Plans and
Layout; Elevations; Conceptual Landscaping;
Master Grading Plan; and Tract Map.
5
Review of SDPA by all applicable City
Agency will use reasonable efforts to cause such
departments.
review within 21 days after Developer's submittal o
SDPA.
6
Agency response to Developer as to City
Within 7 days after Agency's receipt of City's final
comments on SDPA.
comments, but no later than 30 days after
Developer's submission of SDPA.
7
Developer and City Responses.
Developer will respond to any request within 7 days
and Agency will use reasonable efforts to cause City
to respond to any submission within 7 days.
6
City publishes Notice of Public Hearing before the
Within 20 days after City responds to Developer's
Planning Commission.
comments in the preceding section.
9
Planning Commission Public Hearing and
Approximately 10 days after City responds to
consideration of SDPA and Tract Map.
Developer's comments in the preceding section.
10
City Council consideration of SDPA and Tract
Approximately 21 days after Planning Commission
Map.
approval.
11
City's issuance of SDPA, Tract Map and
Within sixty (60) days from City's receipt o
conditions.
Developer's SDPA.
12
Developers submission of (i) evidence of
financing necessary to complete units, and (ii)
Within 30 days after Developer's completion of
Precise Grading and Building Permit
Precise Grading Plans and Construction Drawings
Applications.
for the Parcel 1 Restaurant.
THE DOLPHIN PARTNERS
SCHEDULE OF PERFORMANCE FOR EXISTING 40 CASITAS UNITS AND REMAINING CONDO -HOTEL UNITS
13
Developer's submission of building permit
Within 120 days of Agency's approval of SDPA.
applications for rental unit development.
14
City's issuance of building permits for the
development of the rental units.
Within 60-90 days from submission of complete se
of construction documents including grading plans.
15
Developer commences construction of the rental
Within 60 days after Developer's receipt of building
unit development.
permits for the rental unit development.
16
Completion of the rental unit development.
Within eighteen (18) months of City's formal
approval of SDPA.
'Nothing herein shall be construed to limit the
City's legislative authority, which City may
exercise, in City's sole and absolute discretion. In
all cases where City action is required, Agency
shall use reasonable efforts to cause City to take
such action in the time prescribed herein.
Re: Dolphin Schedule Paget of 3
Deborah Powell
From: John Kingsley [Jkingsley@dolphin-partners.com]
Sent: Tuesday, June 03, 2008 4:20 PM
To: Deborah Powell
Subject: FW: Dolphin Schedule
Debbie — Please see Geoffs confirmation below. Do you need anything from me on this matter? Will your office
be re -sending a corrected version of the Timelines?
Thanks as always. JCK
John C. Kingsley
Senior Vice President
DOLPHIN PARTNERS, INC.
18818 Teller Avenue, Suite 200
Irvine, CA 92612
949-852-9230
From: Geoffrey Willis[mailto:GWillis@sheppardmullin.com]
Sent: Tuesday, June 03, 2008 3:00 PM
To: John Kingsley
Cc: David Collins
Subject: Re: Dolphin Schedule
The change is fine.
650 Town Center Drivo
41h Floor
Costa Mesa, CA 92626-1993
K.r3 A I AIN 714.513.5100 office
714.513,5130 fax
www_Bheppardmu (f1:som
Geoffrey Willis
714.424.2894 direct 1714.428.5922 direct fax
GWiNrs@sheppardmuflin.coni I Bio
Circular 230 Notice: In accordance with Treasury Regulations we notify you that any tax advice given herein (or in
any attachments) is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of (i)
avoiding tax penalties or (ii) promoting, marketing or recommending to another party any transaction or matter
addressed herein (or in any attachments).
Attention: This message is sent by a law firm and may contain information that is.privileged or confidential. If you
received this transmission in error, please notify the sender by reply e-mail and delete the message and any
attachments.
From: John Kingsley <Jkingsley@dolphin-partners.com>
To: Geoffrey Willis
Cc: David Collins
6/4/2008
Re: Dolphin Schedule
Page 2 of 3
Sent: Tue Jun 03 14:15:41 2008
Subject: FW: Dolphin Schedule
Geoff — Looks like a minor confirmation is needed from you. See below and give me and others the thumbs up quickly. Any
comments or concerns, please let me know.
Thanks as always. JCK
John C. Kingsley
Senior Vice President
DOLPHIN PARTNERS, INC.
18818 Teller Avenue, Suite 200
Irvine, CA 92612
949-852-9230
From: Deborah Powell(mailto:dpowel](c�la-quinta.org]
Sent: Tuesday, June 03, 2008 2:17 PM
To: John Kingsley
Cc: Doug Evans; LeMoine-Bui, Allison
Subject: FW: Dolphin Schedule
John,
Please see the email below from our attorney, Allison LeMoine-Bui, to Geoff Willis. We've not heard back from Mr. Willis.
We just need an email confirmation that the below -listed change is acceptable to Dolphin. Once we have that, I can mail out
the executed agreements.
Thank you very much.
Sincerely,
Debbie Powell, Management Analyst
City Manager's Office, Development Services
City of La Quinta
dpowell@la-quinta.org
(760)777-7073
6/4/2008
Re: Dolphin Schedule
Page 3 of 3
(760) 777-7101 fax
From: LeMoine-Bui, Allison [mailto:alemoine-Bui(@mtan.com]
Sent: Tuesday, May 27, 2008 12:30 PM
To: gwillis@sheppardmullin.com
Cc: Jenson, Kathy; Deborah Powell
Subject: Dolphin Schedule
Geoff, we've discovered a typo in the schedule of performance which is attached to the Deposit Agreement. Item 12
references the "Parcel 1 Restaurant", which is a carryover from a prior schedule in the DDA. All other references to the
actual proposed development reference a "rental unit development" or the "rental units." Please confirm your understanding
and acknowledgement that the reference to the Parcel 1 Restaurant should be to the "rental unit development." Any other
interpretation would not make sense and/or would be detrimental to Dolphin, as the Parcel 1 Restaurant is likely to be
developed on a much tighter timeline than the Dolphin development.
Allison LeMoine-Bui
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
714-6624658 Direct
714-546-9035 Fax
alemoine-Bui@rutan.com
www.rutan.com <hgp://www.rutan.com/>
Any tax advice contained in the body of this a -mail (and any attachments thereto) was not intended or written to be used, and
cannot be used, by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code
or applicable state or local tax law provisions.
Privileged And Confidential Communication.
This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic Communications Privacy
Act (18 USC §§ 2510-2521), (b) may contain confidential and/or legally privileged information, and (c) are for the sole use
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delete the electronic. message. Any disclosure, copying, distribution, or use of the contents of the information received in
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6/4/2008
EXHIBIT "C"
ASSIGNMENT AND ASSUMPTION AGREEMENT
[See following pages]
8871015610-0107 Exhibit "C
902956.05 a05116/08
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
LENNAR HOMES OF CALIFORNIA, INC.
Attn:
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment') is entered
into this _ day of , 2008 (the "Effective Date") by and between LENNAR HOMES
OF CALIFORNIA, INC., a California corporation ("Assignor") and DOLPHIN LA QUINTA,
LLC, a California limited liability company ("Assignee") with reference to the following:
A. WHEREAS, Assignor is the owner in fee simple of certain property located at
45-245 Seeley Drive, in the City of La Quinta, California ("Parcel 2"). Parcel is more
particularly described on Exhibit "A", which is attached hereto and. incorporated herein by this
reference.
B. WHEREAS, pursuant to the terms of that certain Disposition and Development
Agreement entered into by and between the Assignee and the La Quinta Redevelopment Agency,
a public body, corporate and politic ("Agency") on or about December 18, 2003, as amended on
or about October 28, 2004, on or about December 7, 2004, on or about November 2, 2005, on or
about October 20, 2006, on or about August 23, 2007, and on or about March 23, 2008
(as amended, the "DDA"), the Agency conveyed Parcel 2 and certain adjacent real property to
CP Development La Quinta, LLC, a California limited liability company ("CP").
C. WHEREAS, subsequent to its acquisition of Parcel 2, CP conveyed Parcel 2 and
assigned all of its rights and obligations with respect to Parcel 2, to Assignor.
D. WHEREAS, concurrently with the execution of the DDA, the City of La Quinta
("City") and CP entered into that certain Development Agreement which was recorded in the
Official Records of the County Recorder for the County of Riverside (the "Official Records") on
January 5, 2004, as Instrument No. 2004-0005256, as amended by that certain Amendment No. 1
to Development Agreement executed on or about October 28, 2004, and recorded in the Official
Records on November 8, 2004, as Instrument No. 2004-0885063, that certain Amendment No. 2
to Development Agreement executed on or about November 17, 2005, and recorded in the
Official Records on December 19, 2005, as Instrument No. 2005-1045418, and that certain
Amendment No. 3 to Development Agreement executed on or about , 2008,
and recorded in the Official Records on , 2008, as Instrument No.
(as amended, the "DA").
8821015610-0107
902956.05 a06/12/08 -1-
E. WHEREAS, pursuant to the terms of the DDA and DA and all entitlements issued
in connection therewith, Assignor is required to develop on Parcel 2 one hundred thirty-two
(132) condominium/casitas units and associated public and private improvements and amenities
(collectively, the "Parcel 2 Casitas Development").
F. WHEREAS, Assignor has developed forty (40) condominium/casitas units on
Parcel 2, and now wishes to transfer and assign to Assignee all of its rights and obligations under
the DDA and DA with respect to Parcel 2 and the Parcel 2 Casitas Development (collectively,
the "Parcel 2 Casitas Obligations").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
Assignor hereby assigns to Assignee all of Assignor's rights and responsibilities under
the DDA and DA with respect to Parcel 2 and the Parcel 2 Casitas Obligations from and
after the Effective Date.
2. Assignee hereby accepts the foregoing assignment of all of Assignor's rights and
responsibilities under the DDA and DA with respect to Parcel 2 and the Parcel 2 Casitas
Obligations, and agrees to be bound by the terms of the DDA and DA with respect to all
of such rights and responsibilities from and after the Effective Date.
3. The parties hereto each warrant and represent that they have taken all necessary corporate
action to authorize the execution and performance of this Assignment and that the
individuals executing this document on behalf of the parties are authorized to do so, and
by doing so, create binding obligations as described herein of the party represented.
4. The terms of this Assignment shall not be amended and this Assignment shall not be
terminated except by written instrument executed by both of the parties hereto, and only
upon the prior written consent of the City and Agency.
5. This Assignment shall be governed by the internal laws of the State of California, without
regard to conflict of law principles.
6. Any defined terms used but not defined herein shall have the, same meaning as in the
DDA.
By execution below, the City and Agency hereby: (i) consent to the foregoing
assignment; (ii) release Assignor from any further obligations under the DA or DDA; and
(iii) waive their right to condition their approval of the foregoing assignment and sale by
Assignor to Assignee of Parcel 2 upon payment by Assignor to the City and/or Agency of
half of Assignor's net sales proceeds, as permitted by Section 703.2 of the DDA and
Section 7.2 of the DA.
[End — signatures on next page]
182/015610-0107
902956.05 a06/12/08 -2-
WHEREFORE, the parties hereto have executed this Assignment on the date first written
above.
"Assignor"
LENNAR HOMES OF CALIFORNIA INC.,
a California corporation
By:
Its:
"Assignee"
DOLPHIN LA QUINTA, LLC,
a California limited liability company
0
Its:
882/015610-0107
902956.05 e06/12/08 -3-
State of California )
County of )
On before me, Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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.
Signature
(seal)
State of California )
County of )
On before me, , Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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.
Signature
(seal)
882/015610-0107
902956 05 a06112/08 -4-
CONSENT
By execution below, the City and Agency hereby: (i) consent to the foregoing
assignment; (ii) release Assignor from any further obligations under the DA or DDA; and (iii)
waive their right to condition their approval of the foregoing assignment and sale by Assignor to
Assignee of Parcel 2 upon payment by Assignor to the City and/or Agency of half of Assignor's
net sales proceeds, as permitted by Section 703.2 of the DDA and Section 7.2 of the DA.
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Its: Executive Director
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Attorneys for the La Quinta Redevelopment
Agency
CITY OF LA QUINTA, a California municipal
corporation and charter city organized and
existing under the laws of the State of
California
By:
Its:
ATTEST:
City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
City Attorney
882/015610-0107 _
902956.05 a06/12/08 _5
City Manager
State of California )
County of 1
On before me, , Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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.
(seal)
State of California )
County of )
On before me, , Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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.
Signature
(seal)
882/015610-0107
902956.05 a06/12/08 - —6-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
PARCEL 2 OF PARCEL MAP NO. 31116, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, AS PER MAP RECORDED IN BOOK 212 OF PARCEL MAPS, PAGES 60 TO
66, RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES AND
MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN 500 FEET
BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH
AND TO USE AND OCCUPY ALL PARTS OF THE PROPERTY LYING MORE THAN 500
FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL
TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID PROPERTY OR OTHER LANDS, BUT
WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF THE
PROPERTY OR ANY PORTION THEREOF WITHIN 500 FEET OF THE SURFACE FOR
ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PROPERTY IN SUCH
A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE
PROPERTY, AS RESERVED IN THE DEED FROM THE LA QUINTA REDEVELOPMENT
AGENCY, RECORDED DECEMBER 9, 2004 AS INSTRUMENT NO. 2004-0979137
OFFICIAL RECORDS.
882/015610-0107 Exhibit "A"
902956 05 a06112/08
404�agtrcfw
P.O. B,jv 150-1
Lk 421ivi,v. IA 99241-1504
,8-.495 C\i.i.t 1-an,rii:o (760) 777-7000
1-:N QI isi.-v, C:\i.Irn,nir 92253 FAX (760) 777-7101
August 28, 2008
Mr. Tony Maddox
MSA Consulting, Inc.
34200 Bob Hope Drive
Rancho Mirage, CA 92270
Subject: Approval of Lot Line Adjustment 2008-495 (Dolphin La Quinta
LLC/CP Development La Quinta, LLC)
Dear Mr. Maddox:
The Planning Department has approved your application .request for a lot
line adjustment for property at Centre Pointe. Enclosed are the approved
original Grant Deeds and exhibits for this adjustment. The grant deeds are
to be signed by the property owners in front of a notary, and recorded with
the exhibits at the Riverside County Recorder's office, with a copy of the
recorded documents given to us for our files. Until the recorded documents
are received, our Lot Line Adjustment file is not complete and not
considered final.
Should you have any questions, please contact me at 760 777-7064.
Very Truly Yours,
STAN SAWA
Principal Planner
Encl.
C: Brian Ching, Public Works Department
Dave Sawyer, Planning Manager
Doug Evans, City Manager's Office
Dolphin La Quinta, LLC
CP Development La Quinta, LLC
P:\stan\centre pointe projects\Ila 2008-495/appr Itr.doc
Order No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
Kevin S.Pitts, President
Dolphin La Quinta, LLC
18818 Teller Ave, Suite 200
Irvine, CA 92612
DOCUMENTARY TRANSFER TAX $ ..................................
....Computed on the consideration or value of property conveyed: OR
....Computed on the consideration or value less liens or encumbrances
remaining at time of sale.
APN 604-040-069,
APN 604-040-073
Signature of Declarant or Agent determining tax - Firm Name
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Dolphin La Quinta, LLC, A California Limited Liability Company
hereby GRANT(s) to
CP Development, La Quinta, LLC, A California Limited Liability Company
the real property in the City of La Quinta
County of Riverside State of California, described as
That portion of Parcel 2 of Parcel Map No. 31116, as shown by map on file in Book 212, at pages 60 — 66, inclusive, of Parcel Maps,
Riverside County Records, which is overlaid by the reconfigured shape of Parcel "A" pursuant to LLA 2008 - 495 approved by the City
of La Quinta. The reconfigured lots are described in Exhibits "A" and "B" attached hereto and made a part hereof.
NOTE: This Grant Deed perfects the intent of Lot Line Adjustment 2008 - 495 as approved by the City of La Quinta.
Dated ������ Dolphin La Quinta LLC
A California Limited Liability Company
STATE OF CALIFORNIA )
COUNTY OF Orange )ss.
)
On before me,
Notary
personally appeared Kevin S. Pitts
who proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) islare subscribed to the within instrument and acknowledged
to me that helshe/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s) or the entity upon behalf of which the persons) acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of the Slate of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal,
Signature
BY:
Dolphin Partners, Inc., A California Corporation
Manager, Kevin S. Pitts, President
M.
(This area for official notarial seal)
MAIL TAX STATEMENTS TO:
Order No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
Richard R. Oliphant
CP Development La Quinta, LLC
77-900 Ave of the States
Palm Desert, CA 92211
DOCUMENTARY TRANSFER TAX $ ... ............................. -.................. SPACE ABOVE I HIS LINE FOR RECORDER'S USE
.....Computed on the consideration or value of property conveyed; OR
.....Computed on the consideration or value less liens or encumbrances
remaining at time of sale. Signature of Declarant or Agent determining tax- Firm Name
APN 604-040-07, GRANT DEED
APN 604-040-077,
APN 604-040-078
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
CP Development, La Quinta, LLC, A California Limited Liability Company
hereby GRANT(s) to
Dolphin La Quinta, LLC, A California Limited Liability Company
the real property in the City of La Quinta
County of Riverside , State of California, described as
Those portions of Parcel 2 and 3 of Parcel Map" No. 31116, as shown by map on file in Book 212, at pages 60 — 66, inclusive, of Parcel
Maps, Riverside County Records, which is overlaid by the reconfigured shape of Parcel "B" pursuant to LLA 2008 - 495 approved by the
City of La Quinta. The reconfigured lots are described in Exhibits "A" and "B" attached hereto and made a part hereof.
NOTE: This Grant Deed perfects the intent of Lot Line Adjustment 2008 - 495 as approved by the City of La Quinta.
Dated �� �� CP Development La Quinta, LLC
A California Limited Liability Company
STATE OF CALIFORNIA )
COUNTY of Riverside }&&' BY:
On before me, Oliphant Enterprises, Inc.
Notary Managing Member, Richard R. Oliphant, President
personally appeared Richard R. Oliphant
who proved to me on the basis of satisfactory evidence to be the person(&)
whose name(s) is/are subscribed to the vithin instrument and acknowledged
to me that helshe/they executed the same in his/her/their authorized
capacily(iesl, and that by histherAheir signature(s) on the Instrument the
persons) or the entity upon behalf of which the persons) acted, executed
the instrument
I certify under PENALTY OF PERJURY under the laws of the Slate of
California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal,
Signature
(This area for official notarial seal.
MAIL TAX STATEMENTS TO:
LOT LINE ADJUSTMENT No.?EOG-442
APPROVED BY CITY OF LA QUINTA
EXHIBIT "A" PLANNING DEPARTMENT
LOT LINE ADJUSTMENT BY c�00Af�An.ra DATE 21
NO. 2008 - 495 Exhibit A
PARCEL "A":
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 31116, AS
SHOWN BY MAP ON FILE IN BOOK 212, AT PAGES 60 THROUGH 66,
INCLUSIVE, OF PARCEL MAPS, OFFICIAL RECORDS OF SAID RIVERSIDE
COUNTY, ALSO BEING IN THE SOUTH HALF OF SECTION 19, TOWNSHIP 5
SOUTH, RANGE 7 EAST, S.B.M., MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 2 THE
FOLLOWING THREE (3) COURSES:
(1) THENCE NORTH 88"08'53" EAST A DISTANCE OF 203.25 FEET;
(2) THENCE NORTH 89°31'23" EAST A DISTANCE OF 124.81 FEET;.
(3) THENCE NORTH 89°3322" EAST A DISTANCE OF 220.92 FEET;
THENCE LEAVING SAID NORTHERLY LINE SOUTH 19025'33" EAST A
DISTANCE OF 64.30 FEET;
THENCE SOUTH 14033'39" WEST A DISTANCE OF 67.86 FEET;
THENCE NORTH 75026'21" WEST A DISTANCE OF 24.01 FEET;
THENCE SOUTH 14033'39" WEST A DISTANCE OF 42.63 FEET TO AN ANGLE
POINT ON THE WESTERLY LINE OF SAID PARCEL 2, ALSO BEING THE
NORTHEAST CORNER OF PARCEL 4 OF SAID PARCEL MAP NO. 31116;
THENCE ALONG SAID WESTERLY LINE OF PARCEL 2 THE FOLLOWING
SIX (6) COURSES:
(1) THENCE NORTH 78-26'24" WEST A DISTANCE OF 179.86 FEET;
(2) THENCE SOUTH 71°26'37" WEST A DISTANCE OF 51.11 FEET,
(3) THENCE SOUTH 57°3820" WEST A DISTANCE OF 203.09 FEET;
(4) THENCE SOUTH 53°12'25"WEST A DISTANCE OF 88.76 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY,
HAVING A RADIUS OF 2,114.98 FEET, A RADIAL LINE PASSING THROUGH
SAID POINT BEARS NORTH 53044'23" EAST;
PAGE 1 OF 5
EXHIBIT "A"
LOT LINE ADJUSTMENT
NO. 2008 - 495
(5) THENCE ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL
ANGLE OF 02014'19", AN ARC DISTANCE OF 82.64 FEET;
(6) THENCE NON -TANGENT TO SAID CURVE NORTH 00°26'38" WEST A
DISTANCE OF 228.66 FEET TO THE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -
OF -WAY OF RECORD.
CONTAINING 102,510 SQUARE FEET
OR 2.353 ACRES, MORE OR LESS.
LC? ?dEA,ijL IMEN I No. 210`_�S-4ac�
APPROVED BY CITY OF LA OUINTA
PLANNING DEPARTMENT
BY �6+ne Ga4Arzl DATE.
Exhibit Ar
PAGE 2OF5
InNpL LAry4s
�bj5 �ONV D. 4f
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9
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LOT LINE ADJUSTMENT No 2Ri_
EXHIBIT "A" APPROVED BY CITY OF LAQUINTA
LOT LINE ADJUSTMENT PLANNING DEPARTMENT
NO. 2008 - 495 gY ChM, SLUA/A DATE
Exhibit
PARCEL "B":
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF PARCEL 2 TOGETHER WITH PARCEL 3 OF
PARCEL MAP NO, 31116, AS SHOWN BY MAP ON FILE IN BOOK 212, AT
PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS, OFFICIAL
RECORDS OF SAID RIVERSIDE COUNTY, ALSO BEING IN THE SOUTH HALF
OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., MORE
PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 2 THE
FOLLOWING THREE (3) COURSES:
(1) THENCE NORTH 88°08'53" EAST A DISTANCE OF 203.25 FEET;
(2) THENCE NORTH 89-31-23" EAST A DISTANCE OF 124.81 FEET;
(3)THENCE NORTH 89-33'22" EAST A DISTANCE OF 220.92 FEET TO THE
TRUE POINT OF BEGINNING;
THENCE LEAVING SAID NORTHERLY LINE SOUTH 19025'33" EAST A
DISTANCE OF 64.30 FEET;
THENCE SOUTH 14033'39" WEST A DISTANCE OF 67.86 FEET;
THENCE NORTH 75°26'21" WEST A DISTANCE OF 24.01 FEET;
THENCE SOUTH 14033'39" WEST A DISTANCE OF 42.63 FEET TO AN ANGLE
POINT ON THE WESTERLY LINE OF SAID PARCEL 2, ALSO BEING THE
NORTHEAST CORNER OF PARCEL 4 OF SAID PARCEL MAP NO. 31116;
THENCE ALONG SAID WESTERLY LINE OF PARCEL 2 THE FOLLOWING SIX
(6) COURSES:
(1) THENCE SOUTH 11-33-36" WEST A DISTANCE OF 149.37 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 139.50 FEET, A RADIAL LINE PASSING THROUGH
SAID POINT BEARS NORTH 20015'25" WEST;
(2) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 64048'59", AN ARC DISTANCE OF 157.81
FEET;
PAGE 3 OF 5
LOT LINE ADJUSTMENT No.7a0%'
EXHIBIT "A"
LOT LINE ADJUSTMENT
NO. 2008 - 495
APPROVED BY CITY OF LA OUINTA
PLANNING DEPARTMENT �{
BY 4 AWW- U rr DATE _[
Exhibit -A
(3) THENCE SOUTH 27°44'50" WEST A DISTANCE OF 60.73 FEET;
(4) THENCE SOUTH 62°15'10" EAST A DISTANCE OF 167.46 FEET;
(5) THENCE NORTH 60°31'08" EAST A DISTANCE OF 43.98 FEET;
(6) THENCE SOUTH 29"40'27" EAST A DISTANCE OF 36.75 FEET TO THE
SOUTHERLY LINE OF SAID PARCEL 2 AND THE BEGINNING OF A NON -
TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 890.00
FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH
26°35'27" WEST;
THENCE LEAVING SAID WESTERLY LINE AND ALONG THE SOUTHERLY
AND SOUTHEASTERLY LINES OF SAID PARCELS 2 AND 3 THE FOLLOWING
FOUR (4) COURSES:
(1) THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 19-00-25", AN ARC DISTANCE OF 295.24 FEET TO THE
BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY, HAVING A
RADIUS OF 760.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT
BEARS SOUTH 07035'02" EAST;
(2) THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 17-36-50", AN ARC DISTANCE OF 233.64 FEET TO THE
BEGINNING OF A COMPOUND CURVE, CONCAVE NORTHWESTERLY,
HAVING A RADIUS OF 360.00 FEET, A RADIAL LINE PASSING THROUGH
SAID POINT BEARS SOUTH 25011'52" EAST;
(3) THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 65014'46", AN ARC DISTANCE OF 409.95
FEET;
(4) THENCE NORTH 00-26-38" WEST A DISTANCE OF 90.92 FEET TO A
POINT IN THE NORTHERLY LINE OF SAID PARCEL 3;
THENCE LEAVING SAID SOUTHEASTERLY LINE NORTH 45026'38" WEST
ALONG SAID NORTHERLY LINE A DISTANCE OF 4.24 FEET;
THENCE CONTINUING ALONG SAID NORTHERLY LINES OF PARCEL 3 AND
PARCEL 2 SOUTH 89033'22" WEST A DISTANCE OF 733.35 FEET TO THE
TRUE POINT OF BEGINNING.
EXHIBIT "A"
LOT LINE ADJUSTMENT
NO. 2008 - 495
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -
OF -WAY OF RECORD.
CONTAINING 367,958 SQUARE FEET NP�LgNO
OR 8.447 ACRES, MORE OR LESS. 5�0
/fA�0p1 D. Af 4
2
\�OF CPLf�I
LOT LINE ADJUSTMENT No.20:4_`4'(5 _
APPROVED BY CITY OF LA QUINTA
PLANNING DEPARTMENT
BY c—� DATE
Exhibit �c
PAGE 5 OF 5
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RECORDING REQUESTED BY:
NORTH AMERICAN TITLE CO.
REQUESTED BY
AND WHEN RECORDED MAIL TO:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
DOC # 2008-0527098
09/26/2008 08:00A Fee:96.00
Page I of 27
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk d Recorder ()`
IIi�IIIliI�IlIIIiIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Dry
PAGE
SIZE
DA
MISC
LONG
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465
4PCORCOR
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Exempt From Recording Fee Pursuant to Govemmenl Code § 27383
97
ASSIGNMENT AND ASSUMPTION AGREEMENT
-rA This Assignment and Assumption Agreement ( "Assignment") is entered into this
L day of September, 2008 by and between CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company ("CP") and DOLPHIN LA QUINTA, LLC, a
California limited liability company ("Dolphin") with reference to the following:
A. WHEREAS, Dolphin'is the owner in fee simple of certain real property
located at the southeast comer of Miles Avenue and Washington Street in the City of La
Quinta, California, as more particularly described on Exhibit "A" attached hereto and
incorporated herein by this reference (the "Dolphin Property").
B. WHEREAS, CP is the owner in fee simple of certain real property located
adjacent to the Dolphin Property, as more particularly described on Exhibit "B" attached
hereto and incorporated herein by this reference (the "CP Property'). For reference
purposes, a diagram from Parcel Map Number 31116 referred to in Exhibits A and B
which delineates the boundaries of the Dolphin Property and the CP Property is attached
hereto and incorporated herein as Exhibit "C" (identified thereon as Parcel "2" and Parcel
"3" respectively).
C. WHEREAS, CP acquired the CP Property, the Dolphin Property
(presently owned by Dolphin), and certain other adjacent real property from the La
Quinta Redevelopment Agency, a public body, corporate and politic ("Agency") pursuant
to the terms of that certain Disposition and Development Agreement dated on or about
December 18, 2003, and as further amended over time through a series of six
amendments on or about the following dates: October 28, 2004; December 7, 2004;
November 2, 2005; October 20, 2006; August 23, 2007; March 19, 2008 (hereinafter
collectively referred to as the "DDA").
D. WHEREAS, on December 18, 2003, the City of La Quinta ("C") and
CP entered into that certain Development Agreement which was recorded in the Official
Records of the County Recorder for the County of Riverside on January 5, 2004 as
Instrument No. 2004-0005256, and amended by that certain Amendment No. I to
Development Agreement executed on or about October 28, 2004 and recorded in the
Official Records of the County Recorder for the County of Riverside on November 8,
2004 as Instrument No. 2004-0885063, by that certain Amendment No. 2 to
992/015610-0I07
995e32.04 ao9a5108 ' I"
IV
Development Agreement executed on or about November 17, 2005 and recorded in the
Official Records of the County Recorder for the County of Riverside on December 19,
2005 as Instrument No. 2005-1045418, and by that certain Amendment No. 3 to
Development Agreement executed on or about May 6, 2008 and recorded in the Official
Records of the County Recorder for the' County of Riverside on June 4, 2008 as
Instrument No. 2008-0303530 (hereinafter collectively referred to as the "DA').
E. WHEREAS, subsequent to CP's purchase from the Agency of the Dolphin
Property, CP sold the Dolphin Property to Lennar Homes of California ("Lennar")
pursuant to an assignment and assumption agreement consented to by the Agency and the
City. Pursuant to the DDA, the DA, and the entitlements previously issued by the City, a
total of one hundred thirty-two (132) condominium/casitas units are required to be
developed on the Dolphin Property (the "Dolphin Property Casitas Development"). As
of the Effective Date, on the Dolphin Property forty (40) condominium/casitas units have
been constructed by Lennar and have received certificates of occupancy by the City, and
another four (4) condominium/casitas units have been partially constructed by Lennar.
F. WHEREAS, subsequent to Lennar's purchase from CP of the Dolphin
Property, Lennar sold the Dolphin Property to Dolphin and transferred all of Lennar's
rights and obligations with respect to the Dolphin Property and the Dolphin Property
Casitas Development to Dolphin pursuant to an assignment and assumption agreement
consented to by the Agency and the City. In connection with Dolphin's acquisition of the
Dolphin Property, from Lennar, Dolphin deposited Four Hundred Thousand Dollars
($400,000.00) ("Performance Deposit") into an escrow pursuant to an Agreement for
Deposit of Funds dated May 22, 2008, by and among the Agency, the City, Lennar, and
Dolphin (the "Deposit Agreement"). Under the Deposit Agreement at paragraph I.a.ii,
the Performance Deposit shall be disbursed to Dolphin if prior to September 30, 2008, CP
and Dolphin close an escrow providing for the conveyance to CP'of the "Transfer Parcel"
(as defined in Recital H below) and CP conveying to Dolphin the CP Property.
G. WHEREAS, pursuant to the DDA, and DA, and the entitlements
previously issued by the City, a total of thirty-two (32) condominium/casitas units are
required to be developed on the CP Property (the "CP Property Casitas Development").
As of the Effective Date, no condominium/casitas units have been developed on the CP
Property.
H. WHEREAS, Dolphin and CP have entered into mutual exchange
agreements both originally dated as of June 23, 2008, and both subsequently amended on
July 28, 2008, and August 7, 2008 (collectively the "Exchange Agreement") pursuant to
which Dolphin would transfer to CP a portion of the Dolphin Property (the "Transfer
Parcel'), and CP would transfer to Dolphin the entire CP Property. As a closing
condition to the Exchange Agreement, Dolphin is processing through the City, Lot Line
Adjustment No. 2008-495 (the "Lot Line Adjustment") the boundaries of which are
more fully detailed on the proposed certificate for the Lot Line Adjustment attached
hereto and incorporated herein as Exhibit "D". The Lot Line Adjustment would have the
effect of combining all portions of the Dolphin Property (other than the Transfer Parcel)
945032.04 09/O5/08 -2-
with the CP Property as a single parcel (identified on Exhibit D as Parcel "B") and
establishing the Transfer Parcel as a new parcel (identified on Exhibit D as Parcel "A").
Following the City's approval of the Lot Line Adjustment, legal descriptions for the
Transfer Parcel (i.e., Parcel "A" on Exhibit D) and the combined Dolphin Property
(excepting the Transfer Parcel) with the CP Property (i.e., Parcel `B" on Exhibit D) shall
be substantially in the form reflected on attached and incorporated Exhibit "E"
respectively.
1. WHEREAS, the portion of the Dolphin Property Casitas Development
required to be constructed on the Transfer Parcel (the "Transfer Parcel Casitas
Development") includes the required construction of: (i) sixteen (16)
condominium/casitas units, (ii) parking, and (iii) associated amenities. As of the
Effective Date, on the Transfer Parcel four (4) condominium/casitas units have been
almost completely constructed by Lennar but none of such units have been issued
certificates of occupancy, and construction of the required parking and associated
amenities has not yet commenced.
J. WHEREAS, upon the closing under the Exchange Agreement (i) Dolphin
desires to transfer and assign to CP the Transfer Parcel, and concurrently therewith, to
transfer and assign to CP all of Dolphin's rights and responsibilities under the DDA and
the DA with respect to the Transfer Parcel and the Transfer Parcel Casitas Development;
and (ii) CP desires to transfer and assign to Dolphin the CP Property, and concurrently
therewith, to transfer and assign to Dolphin all of CP's rights and responsibilities under
the DDA and the DA with respect to the CP Property and the CP Property Casitas
Development.
K. WHEREAS, the Agency and the City require Dolphin and CP execute this
Assignment to memorialize acknowledgement of the rights and development obligations
I
f the Dolphin Property and the CP Property as further detailed in the DDA and DA and
to provide for the assumption of such obligations.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Dolphin Transfer to CP.
a. Dolphin hereby assigns to CP all of Dolphin's rights and responsibilities
under the terms of the DDA and the DA with respect to the Transfer
Parcel and the Transfer Parcel Casitas Development from and after the
"Effective Date" (as that term is defined in Section 4 below) of this
Assignment.
b. CP hereby accepts the foregoing assignment and agrees to be bound by the
terms of the DDA and the DA with respect to the Transfer Parcel and the
Transfer Parcel Casitas Development from and after the Effective Date.
882/015610-0107
945032.04 e09/06108 -3-
c. The parties hereto acknowledge and agree that CP shall not be responsible
for any of the obligations of the DDA or the DA which arise from
ownership of the Transfer Parcel existing prior to the Effective Date
hereof. As such, a default by Dolphin under either the DDA or the DA
with respect to the Transfer Parcel prior to the Effective Date hereof shall
not be deemed a default by CP, and Dolphin shall indemnify, defend and
hold harmless CP from any and all losses, claims or liability, including
without limitation reasonable attorneys' fees and costs, arising from any
such default by Dolphin. A default by CP under either the DDA or the
DA with respect to the Transfer Parcel after the Effective Date hereof shall
not be deemed a default by Dolphin, and CP shall indemnify, defend and
hold harmless Dolphin from any and all losses, claims or liability,
including without limitation reasonable attorneys' fees and costs, arising
from any such default by CP.
2. CP Transfer to Dolphin.
a. CP hereby assigns to Dolphin all of CP's rights and responsibilities under
the terms of the DDA and the DA with respect to the CP Property and the
CP Property Casitas Development from and after the Effective Date of this
Assignment.
b. Dolphin hereby accepts the foregoing assignment and agrees to be bound
by the terms of the DDA and the DA with respect to the CP Property and
the CP Property Casitas Development from and after the Effective Date.
c. The parties hereto acknowledge and agree that Dolphin shall not be
responsible for any of the obligations of the DDA or the DA which arise
from ownership of the CP Property existing prior to the Effective Date
hereof. As such, a default by CP under either the DDA or the DA with
respect to the CP Property prior to the Effective Date hereof shall not be
deemed a default by Dolphin, and CP shall indemnify, defend and hold
harmless Dolphin from any and all losses, claims or liability, including
without limitation reasonable attorneys' fees and costs, arising from any
such default by CP. A default by Dolphin under either the DDA or the
DA with respect to the CP Property after the Effective Date hereof shall
not be deemed a default by CP, and Dolphin shall indemnify, defend and
hold harmless CP from any and all losses, claims or liability, including
without limitation reasonable attorneys' fees and costs, arising from any
such default by Dolphin.
3. Requirement for Amendments to DDA DA, and Center Point Specific Plan. CP
acknowledges and agrees that prior to CP commencing any development on the
Transfer Parcel CP shall be required to process through the City amendments to
the DDA, DA, and Center Point Specific Plan (SP2001-055) that permit the
development contemplated on the Transfer Parcel by CP. Dolphin acknowledges
882/01561"107
945032.04 e09/05/08 -4-
and agrees that prior to Dolphin commencing any development on the CP
Property Dolphin shall be required to process through the City amendments to the
DDA, DA, and Center Point Specific Plan (SP2001-055) that permit the
development contemplated on the CP Property by Dolphin.
4. Effective Date. This Assignment shall be deemed effective (the "Effective
Date") upon the last of the following events to occur: (a) the written consent to
this Assignment by the City with respect to the assigned rights and obligations
arising under the DA, (b) the written consent to this Assignment by the Agency
with respect to the assigned rights and obligations arising under the DDA, (c)
conveyance of the CP Property to Dolphin and the Transfer Parcel to CP at the
closing under the Exchange Agreement, as evidenced by the recording of the
grant deeds therefor in the Official Records of the County Recorder for the
County of Riverside, California and (d) the recordation of the Lot Line
Adjustment in the Official Records of the County of Riverside.
5. Recording of Documents. This Assignment and four (4) other documents are to
be recorded in the Official Records of the County Recorder for the County of
Riverside, California at the closing as further detailed in the Exchange
Agreement. The order and description of documents to be recorded pursuant to
the Exchange Agreement are: (a) first, a grant deed from CP to Dolphin
conveying the CP Property; (b) second, the Lot Line Adjustment; (c) third, a grant
deed (e.g., `perfecting' deed) from Dolphin to Dolphin for the entire property
covered by the Lot Line Adjustment (inserting the new lot boundaries into the
chain of title); (d) fourth, a grant deed from Dolphin to CP conveying the Transfer
Parcel; and (e) fifth, this Assignment. Upon completion of steps one through four
[(a)-(d)] herein, escrow will be in a position to disburse the Performance Deposit
to Dolphin. Notwithstanding the foregoing, in the event that the fully executed
and notarized deeds described herein (collectively "Deeds") are tendered to
escrow prior to September 30, 2008, to be held in trust for recording pursuant to
the Exchange Agreement, but escrow is not in a position to close prior to
September 30, 2008 due to either (i) a cause that is not the fault of Dolphin and is
beyond Dolphin's control (such as a backlog or other conditions experienced by
escrow or the County Recorder, but not including Dolphin's or CP's inability or
unwillingness to proceed with the closing), or (ii) the City has delayed the
finalization of the Lot Line Adjustment due to no fault of Dolphin, then escrow
shall be permitted to disburse the Performance Deposit to Dolphin following
recording of the Deeds.
6. Corporate Authority. Except as otherwise described in paragraph 3 above, the
parties hereto each warrant and represent that they have taken all necessary
corporate action to authorize the execution and performance of this Assignment
and that the individuals executing this document on behalf of the parties are
authorized to do so, and by doing so, create binding obligations as described
herein of the party represented.
882/015610-0107
945032.04 009/05/08 _5-
7. Governing Law. This Assignment shall be governed by the internal laws of the
State of California, without regard to conflict of law principles.
8. Counterparts. This Assignment may be executed in counterparts, and counterpart
signature pages may be combined into one or more fully executed original for
recording purposes.
[Signature pages follow]
88MI5610-0107
945032.04 aO9/05109 -6--
WHEREFOR, the parties hereto have executed this Assignment on the date first written
above.
"CP,>
CP DEVELOPMENT LA QUINTA, LLC
a California limited liability company
By: Oliphant Family Trust
Its: Member
DOCUMENT SIGNED IN COUNTERPARTS
By:
Richard R. Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
By:
Richard R. Oliphant
Its: President
"Dolphin"
DOLPHIN LA QUINTA, LC,
a California limited li bil' corn
By: Dolphin Part s, Inc. a a
corporation
Its: Manager I
By:
Kevin S. tts
Its: Preys t
"2/015610-0]m
945032.04 a09/05108 -7-
State of California )
County of )
On before me,
Public,
(here insert name and title of the officer)
Notary
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) 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.
Signature
(seal)
State of California )
County of Lka On-Cb got before me, 4: 6ZLQnA Notary
Public,
(here insert name and title of the officer)
personally appeared � �
who proved to me on the basis of satisfactory evidence to be the person�4whose name
is/ace�ubscribed to the within instrument, and acknowledged to me that h
executed the same in hisAter4heir authorized capacity(ies); and that by his4*W4heir-
signature on the instrument the person�aj 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.
0921015610-0107
945032 04 a09/05109 8-
wIMAMM a 1»ai7
emor
�woOn4M1
(seal)
WHEREFOR, the parties hereto have executed this Assignment on the date first written
above.
«CP1,
CP DEVELOPMENT LA QUINTA, LLC
a California limited liability company
By: iphant Family
Its: MeNber
M.
Trustee
Oliphant
By: Oliphant Enterprises, Inc.
Its: Manager nn
By; � -11
Richard R. Oliphant
Its: President
"Dolphin"
DOLPHIN LA QUINTA, LLC,
a California limited liability company
By: Dolphin Partners, Inc., a California
corporation
Its: Manager
By. DOCUMENT SIGNED IN COUNTERPARTS
Kevin S. Pitts
Its: President
MA15610-0107
945032.04 a09/05=
State of California
County of '✓ rsi e
On & p f- 7. AO! 9' beforeme, j bd i f L• Cox , Notary
Public,
_ (here insert navte and title of the officer)
personally appeared _&'ChQI'd K V1e'OQ1)R-4T-
who proved to me on the basis of satisfactory evidence to be the person(s)rwhose nameW
is/.m& subscribed to the within instrument, and acknowledged to me that hakhe4hey
executed the same in hisAwwAheir authorized capacity(im), and that by his/heMheir
signature(e)• on the instrument the person(e); or the entity upon behalf of which the
personKacted, 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. Cormbilorti �� 30e93
# waay rubMc • cantomo �
Rlveolde CouW
Signature hbl 7D11
State of California )
County of )
On
Public,
before me,
(here insert name and title of the officer)
(seal)
Notary
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
istare subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) 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.
Signature
(seal)
88MI56100107
945032.04 a09/05/08
CONSENT
By execution below, the Agency and City hereby (i) consent to the foregoing
Assignment; (ii) release CP from any further obligations under the DA or DDA with
respect to the CP Property and the CP Casitas Development; and (iii) release Dolphin
from any further obligations under the DA or DDA with respect to the Transfer Parcel
and the Transfer Parcel Casitas Development. Further, upon recordation in the
Official Records of the County of Orange of (a) the Deeds, and (b) the Lot Line
Adjustment, the City and Agency hereby authorize the disbursement of the
Performance Deposit to Dolphin.. Notwithstanding the foregoing, in the event that the
fully executed and notarized Deeds are tendered to escrow prior to September 30,
2008, to be held in trust for recording pursuant to the Exchange Agreement, but
escrow is not in a position to close prior to September 30, 2008 due to either (I) a
cause that is not the fault of Dolphin and is beyond Dolphin's control (such as a
backlog or other conditions experienced by escrow or the County Recorder, but not
including Dolphin's or CP's inability or unwillingness to proceed with the closing),
or (2) the City has delayed the finalization of the Lot Line Adjustment due to no fault
of Dolphin, then escrow shall be permitted to disburse the Performance Deposit to
Dolphin following recording of the Deeds, even if such recording takes place on or
after September 30, 2008. Agency and City agree to provide any additional
authorizations or instructions that may be necessary to facilitate such disbursement.
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
By- 1�/•
Executive Director,
APPROVED AS TO FORM:
R N & 'MR
i
Agency Counsel
8821016610-0107
945032.05 WM/08 -9-
CITY OF LA QUINTA, a California
municipal corporation and charter city
organized and existing under the laws of
the State o California
Its: City Manager
T:
City Clerk
APPROVED AS TO FORM:
RUT N & CI' R, I P
i Atto ey
882/015610-0107
945032.04.09ro5108 -10-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE DOLPHIN PROPERTY
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY
OF RIVERSIDE, DESCRIBED AS FOLLOWS:
PARCEL 2 OF PARCEL MAP NO. 31116, IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS
SHOWN ON THE PARCEL MAP FILED ON APRIL 4, 2005, IN BOOK
212 OF PARCEL MAPS, AT PAGES 60-66, AS INSTRUMENT NO.
2005-0262238, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY.
982 IS610-0107
945032.04 a09/05/08 - 11-
EXHIBIT `B"
LEGAL DESCRIPTION OF CP PROPERTY
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY
OF RIVERSIDE, DESCRIBED AS FOLLOWS:
PARCEL 3 OF PARCEL MAP NO. 31116, IN THE CITY OF LA
QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS
SHOWN ON THE PARCEL MAP FILED ON APRIL 4, 2005, IN BOOK
212 OF PARCEL MAPS, AT PAGES 60-66, AS INSTRUMENT NO.
2005-0262238, IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY.
8821015610-0107 -12-
945032.04 s09M/O9
EXHIBIT "C"
BOUNDARY DIAGRAM FROM PARCEL MAP NO. 31116
(PAGE 63 OF PARCEL MAP. NO. 31116)
[See following page]
992/01561D-0107 -13-
945072.04 s09/05108
i
� yQt9•i� � ,.At
uj
8921015610-0107 —14-
945032.04 409/0.908
Under the provisions of Government Code 27361.7, 1 certify under the penalty of
perjury that the following is a true copy of illegible wording found in the attached
document:
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EXHIBIT "D"
EXHIBIT `B'- CERTIFICATE OF LOT LINE ADJUSTMENT NO.2008-495
CITY OF LA QUINTA, COUNTY OF RIVERSIDE, CALIFORNIA
[See following pages]
882/015610-0107
%5032.04 a09/05/08 - 15-
882MIS610-0107
945032.04 e09/05/08 -16-
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892/015610-0107
945032.04 e09/05/08
EXHIBIT "E"
LEGAL DESCRIPTIONS FOR NEW PARCELS "A" AND °B"
(EXHIBIT `A' - LOT LINE ADJUSTMENT NO.2008-495)
CITY OF LA QUINTA, COUNTY OF RIVERSIDE, CALIFORNIA
[See following pages)
882MI5e1am07
945032.N 409/O5/08
EXHIBIT "A"
LOT LINE ADJUSTMENT
NO. 2008 - 495
PARCEL "A":
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 31116, AS
SHOWN BY MAP ON FILE IN BOOK 212, AT PAGES 60 THROUGH 66,
INCLUSIVE, OF PARCEL MAPS, OFFICIAL RECORDS OF SAID RIVERSIDE
COUNTY, ALSO BEING IN THE SOUTH HALF OF SECTION 19, TOWNSHIP 5
SOUTH, RANGE 7 EAST, S.B.M., MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL- 2 THE
FOLLOWING THREE (3) COURSES:
(1) THENCE NORTH 88-08'53- EAST A DISTANCE OF 203.25 FEET;
(2) THENCE NORTH 89'31'23- EAST A DISTANCE OF 124.81 FEET;
(3) THENCE NORTH 89'3T22- EAST A DISTANCE OF 220.92 FEET;
THENCE LEAVING SAID NORTHERLY LINE SOUTH 19'2533' EAST A
DISTANCE OF 64.30 FEET;
THENCE SOUTH 14`33'39- WEST A DISTANCE OF 67.86 FEET;
THENCE NORTH 75626'21' WEST A DISTANCE OF 24.01 FEET;
THENCE SOUTH 14'3339- WEST A DISTANCE OF 42.63 FEET TO AN ANGLE
POINT ON THE WESTERLY LINE OF SAID PARCEL 2, ALSO BEING THE
NORTHEAST CORNER OF PARCEL 4 OF SAID PARCEL MAP NO.31116;
THENCE ALONG SAID WESTERLY LINE OF PARCEL 2 THE FOLLOWING
SIX (6) COURSES:
(1) THENCE NORTH 78'26'24- WEST A DISTANCE OF 179.86 FEET;
(2) THENCE SOUTH 71.26'37- WEST A DISTANCE OF 51.11 FEET;
(3) THENCE SOUTH 57.38'20- WEST A DISTANCE OF 203.09 FEET;
(4) THENCE SOUTH 53-12'25- WEST A DISTANCE OF 88.76 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY,
HAVING A RADIUS OF 2,114.98 FEET, A RADIAL LINE PASSING THROUGH
SAID POINT BEARS NORTH 53-44'23- EAST:
PAGE 1 OF 5
8821015610-0107 _ 19-
945032.04 e09/05/08
EXHIBIT fINV
LOT LINE ADJUSTMENT
NO. 2008 - 495
(5) THENCE ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL
ANGLE OF 02-14-19", AN ARC DISTANCE OF 82.64 FEET;
(6) THENCE NON -TANGENT TO SAID CURVE NORTH 00°26-38- WEST A
DISTANCE OF 228.66 FEET TO THE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -
OF -WAY OF RECORD.
CONTAINING 102,510 SQUARE FEET
OR 2.353 ACRES, MORE OR LESS. Np AND
r e.p. yp/yp/O8 1�
OF CA�_y
PAGE 2 OF 5
982/015610-0107 -.20-
945032.04 e09,05/08
EXHIBIT 14A"
LOT LINE ADJUSTMENT
NO. 2008 - 495
PARCEL "B":
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, THAT PORTION OF PARCEL 2 TOGETHER WITH PARCEL 3 OF
PARCEL MAP NO. 31116, AS SHOWN BY MAP ON FILE IN BOOK 212, AT
PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS, OFFICIAL
RECORDS OF SAID RIVERSIDE COUNTY, ALSO BEING IN THE SOUTH HALF
OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE 7 EAST, S.B.M., MORE
PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 2 THE
FOLLOWING THREE (3) COURSES:
(1) THENCE NORTH 88'08'53" EAST A DISTANCE OF 203.25 FEET:
(2) THENCE NORTH 89-31'23" EAST A DISTANCE OF 124.81 FEET;
(3)THENCE NORTH 89'33'22' EAST A DISTANCE OF 220.92 FEET TO THE
TRUE POINT OF BEGINNING;
THENCE LEAVING SAID NORTHERLY LINE SOUTH 19925'33" EAST A
DISTANCE OF 64.30 FEET;
THENCE SOUTH 14033'39" WEST A DISTANCE OF 67.86 FEET;
THENCE NORTH 75'26'21" WEST A DISTANCE OF 24.01 FEET;
THENCE SOUTH 14033'39" WEST A DISTANCE OF 42.63 FEET TO AN ANGLE
POINT ON THE WESTERLY LINE OF SAID PARCEL 2, ALSO BEING THE
NORTHEAST CORNER OF PARCEL 4 OF SAID PARCEL MAP NO. 31116;
THENCE ALONG SAID WESTERLY LINE OF PARCEL 2 THE FOLLOWING SIX
(6) COURSES:
(1) THENCE SOUTH 11°3T36" WEST A DISTANCE OF 149.37 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHEASTERLY,
HAVING A RADIUS OF 139.50 FEET, A RADIAL LINE PASSING THROUGH
SAID POINT BEARS NORTH 20'15'25" WEST;
(2) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 64-48'59", AN ARC DISTANCE OF 157.81
FEET;
PAGE 3 OF 5
U2ro15610-0107 21-
945032.04.09/05/09
EXHIBIT "A"
LOT UNE ADJUSTMENT
NO. 2008 - 495
(3) THENCE SOUTH 27-44'50" WEST A DISTANCE OF 60.73 FEET;
(4) THENCE SOUTH 62-15-10' EAST A DISTANCE OF 167.46 FEET:
(5) THENCE NORTH 60.31 V8" EAST A DISTANCE OF 43.98 FEET;
(6) THENCE SOUTH 29-40'27" EAST A DISTANCE OF 36.75 FEET TO THE
SOUTHERLY LINE OF SAID PARCEL 2 AND THE BEGINNING OF A NON -
TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 890.00
FEET, A RADIAL UNE PASSING THROUGH SAID POINT BEARS NORTH
26°35'27' WEST;
THENCE LEAVING SAID WESTERLY LINE AND ALONG THE SOUTHERLY
AND SOUTHEASTERLY LINES OF SAID PARCELS 2 AND 3 THE FOLLOWING
FOUR (4) COURSES:
(1) THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 19°00'25', AN ARC DISTANCE OF 295.24 FEET TO THE
BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY, HAVING A
RADIUS OF 760.00 FEET, A RADIAL UNE PASSING THROUGH SAID POINT
BEARS SOUTH 07'35'02' EAST;
(2) THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 1 T36'50 AN ARC DISTANCE OF 233.64 FEET TO THE
BEGINNING OF A COMPOUND CURVE, CONCAVE NORTHWESTERLY,
HAVING A RADIUS OF 360.00 FEET, A RADIAL LINE PASSING THROUGH
SAID POINT BEARS SOUTH 25*11'52" EAST;
(3) THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE,
THROUGH A CENTRAL ANGLE OF 65.14'46 AN ARC DISTANCE OF 409.95
FEET;
(4) THENCE NORTH 00'26'38' WEST A DISTANCE OF 90.92 FEET TO A
POINT IN THE NORTHERLY LINE OF SAID PARCEL 3;
THENCE LEAVING SAID SOUTHEASTERLY LINE NORTH 45026'38" WEST
ALONG SAID NORTHERLY LINE A DISTANCE OF 4.24 FEET;
THENCE CONTINUING ALONG SAID NORTHERLY LINES OF PARCEL 3 AND
PARCEL 2 SOUTH 89"3322" WEST A DISTANCE OF 733.35 FEET TO THE
TRUE POINT OF BEGINNING.
PAGE 4 OF 5
982/015610-0107
945032.04 s09/0908 -22-
EXHIBIT 4`A"
LOT LINE ADJUSTMENT
NO. 2008 - 495
SUBJECT TO EXISTING EASEMENTS, COVENANTS, RIGHTS AND RIGHTS -
OF -WAY OF RECORD.
CONTAINING 367,958 SQUARE FEET
OR 8.447 ACRES, MORE OR LESS.
PAGE 5 OF 5
OM15610-0107
945032.04 a09/05108 -23-
AGREEMENT PERMITTING THE TEMPORARY LEASING OF CASITAS UNITS
THIS AGREEMENT PERMITTING THE TEMPORARY LEASING OF CASITAS
UNITS (this "Agreement') is made and entered into as of 'cf , 2009 (the
"Effective Date") by and between LA QUINTA REDEVELOPMENT AGENCY, a public body,
corporate and politic ("Agency"), and DOLPHIN LA QUINTA, LLC, a California limited
liability company ("Dolphin").
RECITALS:
A. Dolphin owns certain real property located southeast of the Miles Avenue and
Washington Street intersection in the City of La Quinta, County of Riverside, State of California
(the "Dolphin Property"). The Dolphin Property is more particularly described in Exhibit "A",
which is attached hereto and incorporated herein by this reference.
B. The Dolphin Property is subject to a Disposition and Development Agreement
entered into on or about December 18, 2003, between CP Development, LLC, a California
limited liability company ("CP") and the Agency (the "Original DDA"). Pursuant to the
Original DDA, (i) Agency sold to CP the Dolphin Property and certain adjacent real property
located in the City of La Quinta, California 92253 (collectively with the Dolphin Property, the
"Property"), and (ii) CP agreed to construct, complete, and operate thereon a commercial
project, as more particularly described therein (the "Original Project').
C. The Original DDA has been amended on six (6) occasions, on or about October
28, 2004, on or about December 7, 2004, on or about November 2, 2005, on or about October 20,
2006, on or about August 23, 2007, and on or about March 19, 2008 (collectively, the "Prior
DDA Amendments"). The Original DDA, as amended by the Prior DDA Amendments, is
hereinafter referred to as the "DDA" and the Original Project, as amended by the Prior DDA
Amendments, is hereinafter referred to as the "Project."
D. The Dolphin Property is also subject to a Development Agreement entered into
between the City of La Quinta (the "City") and CP concurrently with the execution of the
Original DDA (the "Original DA"). The Original DA was recorded in the Official Records of
the County Recorder for the County of Riverside (the "Official Records") on January 5, 2004,
as Instrument No. 2004-0005256. The Original DA has been amended on three (3) prior
occasions, pursuant to that certain Amendment No. 1 to Development Agreement executed on or
about October 28, 2004, and recorded in the Official Records on November 8, 2004, as
Instrument No. 2004-0885063, that certain Amendment No.2 to Development Agreement
executed on or about November 17, 2005, and recorded in the Official Records on December 19,
2005, as Instrument No. 2005-1045418, and that certain Amendment No. 3 to Development
Agreement executed on or about May 6, 2008 and recorded in the Official Records on June 4,
2008, as Instrument No. 2008-0303530 (collectively, the "Prior DA Amendments") The
Original DA, as amended by the Prior DA Amendments, is hereinafter referred to as the "DA."
E. Dolphin acquired a portion of the Dolphin Property and certain other real property
(collectively, "Parcel 2") from Lennar Homes of California, a California corporation
("Lennar"), who had previously acquired Parcel 2 from CP. The City and Agency consented to
182/015610-0085
1042837.07 a10/28/09 ' 1-
the foregoing transfer to Dolphin pursuant to that certain Agreement for Deposit of Funds
entered into by and among the City, Agency, Dolphin, and Lennar on or about May 22, 2008
("Agreement for Deposit of Funds"). Dolphin has satisfied the requirements as stated in
Section l(a) of said Agreement for Deposit of Funds, and more specifically Section 1(a)(ii) by
timely achieving the land swap transaction as described in Recital G below.
F. In connection with said transfer, Dolphin assumed all of Lennar's rights and
obligations under the DDA and DA with respect to Parcel 2 pursuant to an Assignment and
Assumption Agreement recorded in the Official Records of the County of Riverside, as
Instrument No. 2008-0411463, on July 28, 2008.
G. On September 26, 2008, Dolphin transferred that portion of Parcel 2 described as
"Parcel A" in the Certificate of Lot Line Adjustment for Lot Line Adjustment Number 2008-495
(the "Certificate") to CP, and CP transferred an adjacent portion of the Property ("Parcel 3 of
Parcel Map 31116") to Dolphin. Concurrently with said transfers, CP and Dolphin entered into
that certain Assignment and Assumption Agreement, which was recorded in the Official Records
of the County of Riverside, as Instrument No. 2008-0527098, on September 26, 2008, pursuant
to which Dolphin and CP each assigned to the other its rights and obligations under the DDA and
DA with respect to the real property transferred. The portion of Parcel 2 retained by Dolphin,
which is described as "Parcel B" in the Certificate, and Parcel 3 of Parcel Map 31116
collectively comprise the Dolphin Property.
H. On September 16, 2009, Dolphin recorded Tract Map No. 36089, which
subdivided the Dolphin Property into two individual lots, Lot 1 and Lot 2. Lot 1 of the Dolphin
Property is developed with forty (40) condominium/casitas units that were completed by Lennar
prior to Dolphin's acquisition of any portion of the Dolphin Property (the "Casitas Units"). Lot
2 of the Dolphin Property is undeveloped.
1. Pursuant to the DDA, Dolphin is required to sell the Casitas Units to individual,
private owners. In contemplation of such sales, the DA sets forth a comprehensive payment
scheme based on individual, private ownership of the Casitas Units.
J. As a result of the general economic slowdown, the market for the Casitas Units
sales is weak. Dolphin has now requested the ability to lease the Casitas Units on a temporary
basis, to enable Dolphin to achieve some economic use of the Dolphin Property and to prevent
break-ins into the Casitas Units and other criminal activity. The parties now wish to set forth the
terms and conditions on which Dolphin shall be permitted to lease the Casitas Units, and to set
forth a deadline by which Dolphin must execute amendments to the DDA and DA with respect to
Lot 2 of the Dolphin Property.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
herein by this reference, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
882/015610-0085
1042837.07 a]0/28/09 -2-
1. Permission to Lease Casitas Units. Notwithstanding the requirement in the DDA that
each of the Casitas Units be individually sold to private owners, Dolphin shall be permitted to
temporarily lease the Casitas Units on the terms and conditions set forth below.
(a) Retention of Leasing Agent. Dolphin shall retain and maintain during the
term of this Agreement a residential leasing professional with experience and expertise in La
Quinta, California -based residential real estate rentals in a product type that is similar in nature to
the Casitas Units to process all leases with respect to the Casitas Units (the "Leasing Agent").
Dolphin shall provide the Leasing Agent with a full-time marketing and leasing office on Lot 1
of the Dolphin Property. Dolphin shall require the Leasing Agent to actively market the Casitas
Units for lease, and to document each transaction in the manner customary for leases of first
class resort condominiums in Riverside County. The Leasing Agent, and any replacement
Leasing Agent, must be approved by the Agency's Executive Director, in his or her reasonable
discretion. The Agency hereby approves as a Leasing Agent Lori Bowers of The Lori Bowers
Group -Desert Properties, located in Old Town La Quinta.
(b) Retention of Property Manager. Dolphin shall retain a professional
residential property management company with experience and expertise in La Quinta;
California -based residential real estate similar in product type to the Casitas Units (the
"Property Manager") as the property manager for Lot I of the Dolphin Property. The Property
Manager shall be responsible for the day-to-day oversight of the Casitas Units and Lot I of the
Dolphin Property, and for (i) tenant relations; (ii) all necessary repairs of the Casitas Units; (iii)
grounds maintenance; (iv) oversight of service vendors to Lot I of the Dolphin Property; (v)
accepting all calls from lessees and responding with appropriate action; (vi) maintaining service
logs; (vii) rent collection; (viii) providing security services to the Dolphin Property when
necessary to prevent criminal activity; and (ix) assisting Dolphin with the preparation of the
"Monthly Report" (as that term is defined in Section 4 below), including the tracking and
payment of "Public Facilities Use Payments" (as that term is defined in Section 5 below) to the
City. The Property Manager shall provide a maintenance person dedicated to Lot 1 of the
Dolphin Property (a "Maintenance Person"). If the professional care and maintenance of the
Casitas Units requires, as reasonably determined by Dolphin, that the Maintenance Person be on -
site, or if applicable ordinances and/or laws governing the subject rentals requires on -site
residence of one individual for rental properties comprised of forty (40) units, then the
Maintenance Person shall reside in one of the Casitas Units. Regardless of whether the
Maintenance Person resides on -site or off -site, however, the Maintenance Person shall be
available to handle all routine maintenance issues pertaining to the Casitas Units and Lot I of the
Dolphin Property. The Property Manager, and any replacement Property Manager, must be
approved by the Agency's Executive Director, in his or her reasonable discretion. The Agency
hereby approves Desert Resort Management as a Property Manager.
(c) Asset Management. Dolphin shall remain actively involved in the leasing
of the Casitas Units and the operation and management of the Dolphin Property. All leases shall
be executed by Dolphin.
(d) Lease Requirements. Each lease agreement shall include (i) a reference to
the DDA, including to the requirement therein that the Casitas Unit to be sold to an individual,
882/015610-0085
1042837,07 a]0/28/09 -3-
private buyer, (ii) an acknowledgement by the lessee that the lessee is only able to lease the
Casitas Unit because of a special accommodation made by the Agency that allows the Casitas
Unit to be temporarily leased and that the lessee has no expectation that the lease will be
renewed, and (iv) a waiver and 1542 release by the lessee of any relocation assistance, benefits,
or payments to which the lessee may otherwise be entitled. Unless authorized by the Agency's
Executive Director pursuant to Section 3 below, no lease shall extend beyond thirty (30) months
after the Effective Date (the "Termination Date").
2. Carport Construction. Prior to entering into any lease, Dolphin shall construct forty-two
(42) carports on the Dolphin Property for use by the lessees of the Casitas Units.
3. Annual Meetings with Agency. At least sixty (60) days before each anniversary of the
Effective Date during the term hereof, Dolphin and Agency representatives shall meet to discuss
the viability of the market for selling the Casitas Units. In the event the Agency Executive
Director reasonably determines that said market has not sufficiently improved, the Agency
Executive Director shall have the authority to extend the Termination Date for up to a maximum
of eighteen (18) months.
4. Reporting Requirements. During the term hereof, Dolphin shall be responsible to provide
to City Finance Department, at the address listed in Section 14 below (addressed to the attention
of City Finance Director John Falconer), a monthly report, on a form provided to Dolphin by the
City not later than thirty (30) days after the Effective Date of this Agreement, that contains all of
the following information on each Casitas Unit for such month: (a) the number of said Unit; (b)
the dates the Unit was occupied; and (c) if applicable, the TOT that has been collected by
Dolphin or the Property Manager and remitted to the City for use of said Unit during such month
(each, a "Monthly Report"). A representative of Dolphin with authority to bind Dolphin shall
sign each Monthly Report, certifying that to the best of his or her knowledge the information
contained therein is true and correct. Each Monthly Report shall be sent to the City (evidenced
by the date postmarked on the envelope) no later than thirty (30) days after the end of the month
covered by such Monthly Report.
5. Payment of Public Facilities Use Payments. During the term hereof, Dolphin shall be
required to pay to the City the sum of five percent (5%) of any amount charged for occupancy of
a Casitas Unit which is leased for a period of more than thirty (30) days (each, a "Public
Facilities Use Payment"). The Public Facilities Use Payments shall be due and payable to the
City with, and at the same time Dolphin is required to provide, the applicable Monthly Report,
regardless of whether the lease payment due for occupancy of said Casitas unit, or any amount
thereof, was collected. If the Casitas Unit is provided free of charge or at a discount, as
consideration for a service provided by the lessee to Dolphin, the Leasing Agent, or the Property
Manager, and/or for promotional or marketing purposes, the lease amount shall be deemed to be
the higher of (i) the value of the services received; or (ii) the average lease amount of all of the
Casitas Units during the period the Casitas Unit was leased (prorated for the time the Casitas
Unit in question was leased).
6. Late Payments. If Dolphin fails to pay to the City any Public Facilities Use Payment
required to be collected and remitted to the City hereunder within the time required, Dolphin
882/015610-0085
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shall pay to the City a penalty of ten percent (10%) of the applicable payment or late portion of
the applicable payment, in addition to the applicable payment or late portion of the applicable
payment, plus interest at the rate of one-half of one percent (.05%) per month, or fraction thereof,
from the date on which the applicable payment or late portion of the applicable payment required
to be collected and remitted to the City becomes delinquent until the date of remittance to the
City. If Dolphin fails to pay any penalty imposed under this Section 6 within ten (10) days after
receipt of written notice thereof, Dolphin shall pay interest thereon at the rate of one-half of one
percent (.05%) per month, or fraction thereof from the date on which the penalty becomes due
and payable to the City until the date of remittance to the City.
7. Effect of Agreement on DDA and DA. Dolphin acknowledges and agrees that the effect
of this Agreement is to temporarily allow Dolphin to lease the Casitas Units in accordance with
the terns hereof and to provide the timing for Dolphin to execute DDA and DA amendments.
With the exception of allowing such temporary leasing and providing the timing for Dolphin to
execute DDA and DA amendments, nothing herein shall be construed as an amendment to the
DDA or DA, the terms of which continue to apply to the Dolphin Property. At such time as this
Agreement expires or is terminated, Dolphin shall no longer be permitted to lease the Casitas
Units without obtaining the prior written approval of the Agency.
8. Future DDA/DA Amendments. By the thirtieth (30`h) month after the Effective Date,
Dolphin shall execute with the Agency an amendment to the DDA (the "DDA Amendment")
and with the City an amendment to the DA with respect to Lot 2 of the Dolphin Property;
provided, however, that nothing herein shall require Dolphin to execute either of said
amendments prior to said deadline. The Agency's Executive Director shall have authority to
extend such deadline for up to eighteen (18) additional months. With the execution hereof, the
Dolphin Performance Schedule set forth in Exhibit B of the Agreement for Deposit of Funds is
hereby deemed terminated. The DDA Amendment shall contain a revised performance schedule
for the development of Lot 2 of the Dolphin Property.
9. Relocation Indemnification. Dolphin shall indemnify, defend, and hold harmless City
and Agency and their respective officers, officials, members, representatives, employees, and
agents (collectively, the "Indemnitees"), from and against any and all claims, liabilities,
damages, costs, losses, or expenses (including reasonable attorneys' fees incurred in connection
with any of the foregoing and incurred in connection with enforcing this provision), of any kind
whatsoever, paid, incurred or suffered by or asserted against any of the Indemnitees by any
person in connection with, arising out of, or resulting in any way whatsoever, from the
termination of, or failure to renew, any lease of a Casitas Unit during or after the expiration of
the term hereof, or after the termination hereof (collectively, the "Claims"), including, without
limitation, all transactional costs incurred by the Agency and/or City in connection with any
Claims, including, but not limited to, consultants' costs and fees, the costs to prepare plans,
including, without limitation, relocation plans, and the costs of any relocation assistance, benefits
or payments paid or required to be paid by the City and/or Agency in the settlement of any of
such Claims.
10. Reimbursement. Dolphin shall reimburse Agency for all of the costs Agency incurs or
has incurred to negotiate, prepare and process this Agreement. Agency acknowledges that
182/015610P0085
1042837.07 a10/28/09 -5-
Dolphin deposited Five Thousand Dollars ($5,000) with the Agency on or about September 29,
2009, identified as Deposit Number 09-001 (the "Deposit"). The Deposit shall be the first
source of funds for the reimbursement required by this Section 10. If the funds comprising the
Deposit are insufficient to cover all of such costs, Dolphin shall provide additional funds to cover
the balance. Within five (5) business days after the execution hereof, Agency shall provide to
Dolphin an accounting of Agency's use of the Deposit.
11. City as Third Party Beneficiary. City is an express third party beneficiary of the
provisions in Sections 4, 5, 6, and 9 above and shall have the right, but not the obligation, to
enforce said provisions.
12. Compliance with Laws. Dolphin shall comply with all applicable laws, ordinances, and
regulations in the leasing of the Casitas Units, including, without limitation, the requirement to
pay transient occupancy tax (as that term is used in La Quinta Municipal Code Chapter 3.24) on
all leases subject thereto.
13. Defaults; Remedies.
(a) Defaults Generally. Failure by either party to perform any action or
covenant required by this Agreement within the time periods provided herein following notice
and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party
claiming a Default shall give written notice of Default to the other party specifying the Default
complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not
institute any proceeding against any other party, and the other party shall not be in Default, if
such party cures such default within thirty (30) days from receipt of such notice, or if the nature
of such default is that it cannot reasonably be expected to be cured within such thirty (30) day
period, if such party, with due diligence, commences to cure, correct or remedy such failure or
delay within thirty (30) days from receipt of such notice, and completes such cure, correction or
remedy with diligence. Upon a Default by Dolphin which has not been cured within the
timeframes set forth herein, Agency shall have the right to terminate this Agreement. Upon such
termination, Dolphin shall be prohibited from renewing any existing lease or entering into any
new lease for a Casitas Unit.
(b) Acceptance of Service of Process. In the event that any legal action is
commenced by Dolphin against the Agency, service of process on the Agency shall be made by
personal service upon the Executive Director of the Agency or in such other manner as may be
provided by law. In the event that any legal action is commenced by the Agency against Dolphin,
service of process on Dolphin shall be made by personal service upon any officer of Dolphin,
whether made within or outside the State of California, or in such other manner as may be
provided by law.
(c) Rights and Remedies Are Cumulative. Except as otherwise expressly
stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise
by either party of one or more of such rights or remedies shall not preclude the exercise by it, at
the same or different times, of any other rights or remedies for the same default or any other
default by the other party.
882/015610 85
1042837.07 e1028/09 --6-
(d) Attorney's Fees. In the event of any action between the parties hereto
seeking enforcement of any of the terms and conditions to this Agreement, the prevailing party in
such action shall be awarded its reasonable costs and expenses, including without limitation its
expert witness fees and reasonable attorney's fees.
14. Notices Demands and Communications Between the Parties. Any notice which either
party may desire to give to the other party under this Agreement must be in writing and may be
given by any commercially acceptable means to the party to whom the notice is directed at the
address of the party as set forth below, or at any other address as that party may later designate
by notice.
To Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
With a copy to: Rutan & Tucker, LLP
611 Anton, Suite 1400
P.O. Box 1950
Costa Mesa, California 92628
Phone No.: 714-641-5100
Facsimile No.: 714-546-9035
Attention: M. Katherine Jenson, Esq.
To Dolphin: Dolphin La Quinta, LLC
18818 Teller Avenue, Suite 200
Irvine, CA 92612
Phone No.: 949-852-9230
Facsimile No.: 949-852-8924
Attention: Kevin S. Pitts
Any written notice, demand or communication shall be deemed received upon
delivery if delivered by hand, and shall be deemed received on the third day from the date it is
postmarked if delivered by registered or certified mail.
15. Prepared by both Parties. This Agreement shall be construed according to its fair
meaning and as if prepared by all of the parties hereto.
16. Governing Law. This Agreement shall be governed by the internal laws of the State of
California and any question arising hereunder shall be construed or determined according to such
law. The Superior Court of the State of California in and for the County of Riverside, or such
other appropriate court in such county, shall have exclusive jurisdiction of any litigation between
the parties concerning this Agreement.
182/01561MOM
1042837,07 e10/28/09 -7-
17. Time of Essence. Time is of the essence of this Agreement and of each and every term
and provision hereof.
18. Waiver. A waiver of a provision hereof, or modification of any provision herein
contained, shall be effective only if said waiver or modification is in writing, and signed by
Agency and Dolphin. No waiver of any breach or default by any party hereto shall be considered
to be a waiver of any breach or default unless expressly provided herein or in the waiver.
19. Counterparts. This Agreement may be executed in counterparts, each of which, when
this Agreement has been signed by all the parties hereto, shall be deemed an original, and such
counterparts shall constitute one and the same instrument.
20. Representations. The person(s) executing this Agreement on behalf of each of the parties
hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other agreement to which
such party is bound.
21. Severability. If any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions contained in this
Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
[signature page follows]
882/015610-O085 1042837.07 00/28/09 -8_
IN WITNESS WHEREOF, Agency and Dolphin each hereby represents that it has read
this Agreement, understands it, and hereby executes this Agreement to be effective as of the day
and year first written above.
"Dolphin"
DOLPHIN LA QUINTA, LLC,
a California limited liability comf
By: Dolphin
Its:
Date: 2009 By:
Its:
"Agency"
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politi�
2009 By:
Executive Director
Veronica J. Iyf'piitecino, Agency Secretary
APPROVED /AS TO FORM:
RUTAN ,4 TUCER/]LLP
UA
Counsel
882/015610-0085
1042837 07 a10/28/09 -9-
EXHIBIT "A"
LEGAL DESCRIPTION OF DOLPHIN PROPERTY
IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN
THE SOUTH HALF OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE 7 EAST, SAN
BERNARDINO BASE AND MERIDIAN,:
LOT 1 OF TRACT NO. 36089, AS RECORDED IN BOOK 432 OF MAPS AT PAGES 64
THROUGH 66, OFFICIAL RECORDS OF RIVERSIDE COUNTY AS INSTRUMENT
NO. 2009-0482164.
CONTAINING 99,836 SF (2.292 AC.) MORE OR LESS
882/015610-0085
1042837 07 a10/28/09
18518Teller AvaiuiC, Suitc 200, Irvine, CA 921612 • (949) 8i2-9230 FAX (949) 852.8924
February 2, 2010
Mr. Douglas R. Evans
Assistant City Manager — Development Services
CITY OF LA QUINTA VIA EMAIL PDF
78-495 Calle Tampico
La Quinta, California 92247-1504
RE: LEASING A GENTAPPROVAL REQUEST
THE LA QUINTA DESERT VILLAS PROJECT
LA QUINTA, CALIFORNIA
Dear Doug:
The sales and leasing real estate markets continue to be a challenge. We have been
reminded of this status these past couple of months by the difficulty we've experienced in
securing genuine and stable leasing agent talent for the subject 40 unit condo project. One
of the tricky issues we're running into is that staging the on -site office with any
permanent agent presence five to six days per week presents a cost structure that most
agents and their brokerage houses have a hard time making sense of 1 understand this
particular issue (and others) and believe we have it resolved.
Therefore, I am requesting that the City approve of my change in leasing agent to the
attached Coldwell Banker - La Quinta Team Our Agreement Permitting the Temporary
Leasing of Casitas Units dated November 4, 2009, requires the reasonable approval of the
Agency's Executive Director in order to make such a change.
This Team is made up of six (6) professionals that can provide the leasing coverage and
on -site office presence for the project. I have been working with the Tcam leader, Mr.
Don Spears, since the day we purchased the project in May of 2008. Don is always
professional, of high character, market knowledgeable and fully capable of overseeing the
leasing process of the project.
1 would appreciate the Agency's quick approval so that I can continue to make progress in
professionally handling the La Quinta Desert Villas.
Mr. Douglas R. Evans
CITY OF LA QUINTA
February 2, 2010
Thank you for the assistance as always, and do not hesitate in calling me directly if you
have any questions.
Sincerely,
DOLPHIN PARTNERS, INC.
7o . Kingsley
Senior Vice President
AGREED & ACCEPTED
LA QUIINNT\A REDEVELOPMENT AGENCY
By: Thomas P. Genovese
Its: Executive Director
Date: f �/ 'q/ D
• t M97 HIGHWAY III
IA QUINlA, U 92753
BUSINESS (760) 771-5454
FAX (760) 771.1114
RESMIMI (.BROKERAGE TOLL FREE (eoo) 311490
February2, 2010
John Kingsley
Senior Vice President
Dolphin Partners
18818 Teller Avenue, Suite 200
Irvine, CA 92612
Re: Leasing Agent Information for La Quinta Desert Villas
John,
Coldwell Banker Residential Brokerage is a part of NRT, Inc. located in Parsippany, New
Jersey. Locally, the La Quinta office of Coldwell Banker Residential Brokerage is one of
4 offices located in the Coachella Valley and is part of the Orange County/Desert Region.
President and Chief Operating Officer of the Region is Tom Iovenitti, and the Broker of
Record is Sandra Deering. Both individuals have. offices located in Orange County,
California. Coldwell Banker Residential Brokerage is licensed by the Department of
Real Estate, license #00616212. Additionally. -the La Quints. Office has a business
license issued by the City of La Quints #5556.
The LA Quinta office is located at 78297 Highway 111, La Quints, in the Vons shopping
center and is located less than one mile from La Quinta Desert Villas. The office has
been in business since 1999 and is a full service real estate company providing real estate
services for leasing, buying and selling. The office, since its inception, has managed by
Dawn Rehfeld. Dawn has been in real estate management for over 24 years and is fully
versed in all aspect of the real estate business. In calendar year 2009 the La Quints office
was involved in leasing over 400 properties.
The Team that has been assembled to provide leasing services for La Quints Desert
Villas has over 80 years combined experience in real estate leasing and sales. The Team
members are:
Mark Bennett — Mark has been in the real estate business for 12 years. During that time.
Mark has had extensive experience in seasonal leasing of resort properties located in La
Quinta. He is a member of the highly successful Bennett Team
Owned And Opaaled By NRT LLC.
Bobbl Da — Bobbi has been in the real estate business for 6 years and has also been a
member of Coldwell Banker for that period of time. She has experience with seasonal
and long term rentals in several of the Desert communities.
Betty McWethv - Betty Gas been in real estate for 23 years and relocated to the
CoacheUa Valley and joined Coldwell Banker two years ago. Since joining Coldwell
Banker she bas specialized in leasing.
Pat Oniter —Pat has been in real estate 31 years and relocated to the Coachella Valley
and joined the Coldwell Banker La Quinta office five years ago. Pat has a multitude of
real estate experience including long and short term leasing.
Carl Rcetemyer — Carl has been in real estate 6 years and with Coldwell Banker for the
past 3 years. Carl has both leasing and sales experience.
Don Spears - Don has been in real estate for 6 years, has been with Coldwell Banker for
4 years and is the Assistant Manager of the La Quinta Office. He has experience in short
term and long term leasing. Don will be the lead agent for La Quints. Desert Villas.
The team of agents assembled as the primary leasing agents and Coldwell Banker are
committed to the success of the La Quinta Desert Villas project.
Regards,
Don Sp t5
Assistant
Coldwell Banker Residential Brokerage
78297 Highway 111, La Quinta, CA 92253
(760) 702-2688 — cell
(760) 771-1114 — fax
e-mail: donspearsWc.rr.com