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SP 1989-014 One-Eleven La Quinta Center (1996) - Amendment 2C FILE COPT RE Ezz P:-) (-) _� - J Cil Y Ur LA QuiNTA PLANNING & DEVELOBH"IT DEPT. S P E C I F I C PLAN OF DEVELOPMENT ONE ELEVEN LA QOINTA Commercial Multi -Use Center La Quintan California WASHINGTON ADAMS,, L. P. Owner -Developers App bZ Wit@ Reso # ® Planning Commission 9) City Council C7 C ommypity Dev. Dept. L --- Initials Cass No.y Exhibit 0 With Conditions - S P E C I F I C P L A N ONE ELEVEN LA QOINTA Commercial Multi -use Center La Quinta, California WASHINGTON ADAMS, L. P. C/O Peter H. Adams President Transpacific Development Company 2377 Crenshaw Boulevard, #388 Torrance, California 98581 (213) 618-3600 McCLELLEN CRUZ GAYLORD Master Planners, Architects DRAOGHON ASSOCIATES - Market Analysis BARTON-ASCHMAN ASSOCIATES - Traffic and Parking DECEMBER 1989 TABLE OF CONTENTS INTRODUCTION.........................................1 Purpose and Intent. . . . . . . . 2 Plan Flexibility. . . . . . . . 3 Companion Documents . . . . . . . 4 DEVELOPMENT PROGRAM.................................5 Project Description . . . . . . . 6 Site Plan . . . . . 7 Planning Considerations 8 LOCATION............................................9 EXISTING CONDITIONS................................18 Adjacent Area . . . . . . .. . . .10 ECONOMIC SUMMARY...................................12 Summary of Conclusions. . . . . .12 ACCESS AND CIRCULATION IMPROVEMENTS................14 Site Access Recommendations . . .14 Parking . . . . . . . . . . . . .16 DEVELOPMENT PHASING................................17 Phase I through Phase III . . . .18 UTILITIES..........................................19 Water, Sewage, Drainage . . . . .19 Power, Gas and Telephone . . . .20 1__N T_R O D U C T I O N 1. INTRODUCTION Purpose and Intent The purpose of the Commercial Multi -Use Specific Plan is to provide objectives, development standards and guidelines for an efficient, orderly, and aesthetic project. The adoption of the One Eleven La Quinta Center Specific Plan is authorized by California Government Code Sections 65450 through 65507 and, when adopted by the City, legislative action will serve both a planning function and a regulatory function. The One Eleven La Quinta Center Specific Plan, when adopted, will establish the general type, location, and character of development to take place, while allowing for creative design concepts and flexibility within each parcelized development area consistent with the overall framework of the plan. The Specific Plan process provides the City of La Quinta and the owners with a participating role In the actual planning process. Hopefully, this should foster a coordination of public and private planning efforts and establish a cooperative partnership between developers, property owners, and governmental planners to define and implement local planning decisions addressing local needs and concerns, while at the same time incorporating and supporting the recently adopted policies in the General Plan Amendment. 2. PLAN FLEXIBILITY while the specific plan does specify uses and general concepts, it is not the intention to detail an exact location and configuration until applications for final building plans are submitted. It is the intent, however, to suggest at this time development intensity and types of land uses to determine adequate access, circulation, and parking generation for the total site. Flexibility is built into the plan to insure future development modifications that will be advanced by the developer based upon market response and the required parcelization plan. 3. r COMPANION DOCUMENTS Documents utilized in the preparation of this Specific Plan are: Washington Street Corridor - Draft March Specific Plan 1986 BSI Consultants, Inc. - Highway III - Draft Specific Plan (February 1987/March 1987) Planning and Zoning/Subdivision Regulations City of La Quinta 4. pEiT EpPNE1QT FR (D RA 5. PROJECT DESCRIPTION One Eleven La Quinta Center is designed as a major multi -use commercial center for La Quinta and surrounding communities. The site is located at the intersection of Highway Ill and Washington Street, covering approximately 64 acres of the north quadrant of the intersection and extends along Highway III east to Adams Street. It will offer a multitude of integrated commercial and retail services, specialty shops, personal services, entertainment facilities, restaurants and drive- through eating establishments. The center has been .planned to create a regional as well as local -draw commercial center, appealing to a bread cross section of the Coachella Valley, including future residents, shoppers, employees, and visitors. Specifically the project has been planned to consist of the following: PHASE I, consisting of 17.6 acres with 176,232 square feet of space anchored by a 42,630 sq. ft. market, a 27,462 sq. ft. drug, and a 39,900 sq. ft. home improvement center, together with 26,568 sq. ft. of shop space, a gas station, two sit-down restaurants, a financial or institutional pad, and a fast-food drive through. PHASE II, consisting of 42.3 acres, with 372,484 sq. ft. of space, anchored by regional -draw tenants such as T.J. MARX, Sprouse, Ross, and large retailers such as WAL-MART and Montgomery Ward for approximately 200,000 sq. ft., plus ancillary uses. Alternate uses may include a movie theater and/or bowling alley and family entertainment complex. The entire development has been planned for build -out in two to three phases. Its locational setting is prime, being the gateway to La Quinta and within the regional route of most of the Coachella Valley communities. 6. Ilk ry `II i II f Q% L Q% •� � > rl A w wco I.n LL.L+o .ti u E - o► no$� C�'O rnm O01x O20 u ­410­4(n\mL. 2 —1 4j1h1h1S r � f H Lp L+► Q>L�fip m 8s�l:�n{ri ��5:� U) //L� n..� L rr U L 1, � Q M�1%j r+ :51 .¢� .,t �* .,� 0 cmL do a-+ E N o- (^D Ltd S¢i$F , U ..• oLq•� d _ C\j w Q ig $� i �qq TTU) v_ N ' 'cn fOfOm P r-rl CL R O� N N o1� � 0 C � N-1 11,1E to r"'`CU qQ �5 ' g�g Go Ai rJ, r,m L_C w m Z u w O V Q% L Q% •� � > rl A w wco I.n LL.L+o .ti u E - o► no$� C�'O rnm O01x aE(0 ­410­4(n\mL. 2 —1 .0rr1 r1 -4 cu .gym �• -i :+ a U) w .0 (O r Q m (nI 4J (o m (n O N+) U) L 1, � (^D N ti m� _ C\j w u w O V PLANNING CONSIDERATIONS The factors influencing the development of the master plan were generated by the environment, the physical shape of the site, and critical off-site factors such as scenic considerations along Highway III. To ensure a smooth flow of traffic on Washington Street, Adams Street and Highway III, we have suggested a series of median strips; deacceleration turning lanes; and three additional signals on Highway III. In addition, we are proposing to contribute our fair share towards street and bridge improvements as provided in the draft Highway III Specific Plan. The siting of the project's major elements is dictated primarily by the need to locate the smaller users towards the shallow part of the site (near Washington Street) and the larger users towards the deep part of the site (near Adams Street). Parking is divided into a series of parking areas that relate directly to each functional element. Each area is surrounded by landscaping that will enhance the quality of the open spaces. Landscaping is in accordance with the recommendations set forth in the draft Highway III Specific Plan. 8. LOCATION The project is located on the Northeast Quadrant of Washington Street and State Highway Route III► in the City of La Quinta and covers approximately 62 acres with an additional 3 acres on Adams Street on the north side of the Whitewater Wash. The site extends along Highway III east to Adams Street. The 3 acre parcel is zoned for future development as a residential parcel. However, it is anticipated this site will be used for various public facilities (substation, well, and park or fire station). The attached location maps identify specifically its location in the Coachella Valley. As can be seen from these maps, the project possesses excellent regional access being at the confluence of two major routes (Washington Street and Route III). Washington Street is a major off -ramp from Interstate Freeway 10, less than three miles away. Washington Street is also the major gateway into La Quinta's city center and ether major developments south of the site. Route III is the major east -west route extending from Palm Springs to Indio. The site location on these two routes, therefore, is particularly important for potential commercial uses to serve this recently fast-growing region of La Quinta and Indian Wells. 9. EXISTING CONDITIONS The property is a trapezoid -shaped parcel between Washington Street on the west, and Adams on the east, fronting on Highway III. Frontage along Washington Street 687 lineal feet Frontage along Highway III 3,566 lineal feet Frontage along Adams Street (unpaved) 1,311 lineal feet The site presently is vacant except for a free-standing vacant bank building with lightly covered native shrubs and grasses. The topography is generally flat with some rounded knolls at the rear. Adjacent Areas The site is located near the northern and western edges of the City of La Quinta boundary which was approved by LAFCO when La Quinta was incorporated. The City of Indian Wells is less than 1/2 mile to the east. The property is located at a fast-growing intersection identified as the "Four Corners". At the southwest corner of Highway III and Washington Street, an existing commercial shopping center, "Plaza La Quinta", serves La Quinta residents. It contains approximately five acres, with neighborhood commercial uses, including market, drug, etc. It has a one-way stop controlled driveway access onto Washington Street located 900 feet south of the signalized Highway III intersection. Simon Motors,an automobile dealership, is located on Highway III with site access from Washington Street via Simon Drive. This road aligns with Singing Palms drive to the west and is located approximately 1200 feet south of the Washington Street/State Highway III traffic signal. This use is adjacent to the proposed Washington Square project. The immediate corner at the intersection is vacant. (Continued) 10. Adjacent Areas (Continued) Several parcels along Washington Street are currently under construction between Fred Waring Drive and Highway III. These include the Desert Classic Resort Hotel, The Desert Breezes, and Reflections. Alex Spanos recently received approval to develop about 700 residences north of the site across the Whitewater Wash. An up -scale restaurant has recently been approved adjacent to the northwest corner of the intersection. The Washington Square project, across Highway III from this project, has been approved for a variety of commercial uses including a hotel and movie theater. 11. ECONOMIC SUMMARY The property land use has been designated by the City for mixed- use Commercial. It is the City's strong desire to have this property developed wiith regional -draw tenants so as to increase the City's sales tax revenue. Our project is designed to achieve that goal. The owners have retained the economic/real estate consulting firm of Draughon Associates to prepare a market study, which study indicates the viability of the project. This study included discussions with various representatives of government, commerce, and industry to determine the need for retail uses within the market area. Summary of Conclusions Based on the analysis provided in this report, the major conclusions are as follows: The site is well suited for a commercial mixed-use development based on: 1) its position at the intersection of two major arterials (Washington Street and Highway III) which provide excellent local and regional access; and 2) its location in the path of development which is moving in a south-easterly direction along Highway III in the Coachella Valley. The substantial residential development expected in the City during the next few years will result in a significant base of permanent and seasonal residents to support both community and regional draw commercial development on the site. The Coachella Valley economy is based primarily on tourism, which is affected largely by the overall economy of Southern California. The Coachella Valley has experienced substantial growth in its population, residential development and tourism over the past decade. This growth is likely to be maintained, due primarily to the strength of the Southern California economy. (Continued) 12. Summary of Conclusions (Continued) Within the next three years, the project site will be able to support a community -size and regional shopping center so long as local government support and assistance is available. Auto dealerships may also be viable. City economic incentives will be required to "buy down" the land sales at low prices to auto dealers and/or major anchors in order to stimulate rapid development and to capture these uses on this site for the City. 13. ACCESS AND CIRCULATION IMPROVEMENTS A traffic impact analysis for the project has been prepared by Barton-Aschman Associates, Inc. Based on that study, an analysis of the existing roadway system serving the project was conducted which included State Route III, Washington Street, Jefferson Street, Adams Street, Eisenhower Drive, 50th Avenue and 52nd Avenue. In addition, peak hour traffic volumes were estimated based on the size and composition of the programmed uses. The analysis concludes that our project will not, in itself, negatively impact traffic beyond the impact of the other currently approved projects. Trip distribution to and from the project site was based on the market analysis. Orientation of trips to and from site were as follows: 30 percent to/from west 25 percent to/from east 22 percent to/from north 23 percent to/from south Based on that study, the following improvements are recommended to mitigate the impact at the Washington Street/State Route III intersection due to the project: Add an additional left turn lane southbound. Add an additional left turn lane westbound. Add an additional westbound through lane. Site Access Recommendations The following ingress -egress facilities were recommended in the Barton-Aschman report: 1. On Washington street# one access point should be provided as shown on the site plan. 2. On State Route III, two full access intersections should be provided as follows: (Continued) 14. Site Access Recommendations (Continued) a. Two signalized locations separated approximately 1/4 mile intervals and should also be separated from the Washington Street/State Route III intersection by at least that much. b. These correspond with those approved with Washington Square. C. Left -turn lanes from III should be provided at these access points. d. These full -access locations should be supplemented with right -turn in/out driveways, as shown on the site plan. 3. On Adams Street, two access points will be located as shown, with left turns permitted onto the property. The traffic analysis has considered the potential effects of recently approved changes to the La Quinta roadway system, including the Highway III Bypass Route, bridge -widening and Adams Street. The following roadway improvements are being incorporated into the specific plan: 1. Washington street will be widened to a four -lane, divided road, adjacent to the project site, designed for 164 ft. R.A.W. including a frontage road (see item 3). The continuous street portion would consist of a 95 foot paved area providing a landscaped median of 18 feet allowing left turn lanes. 2. State Highway Route III will be widened to provide westbound right turn lanes into the project entrances. (Continued) M 15. Site Access Recommendations (Continued) 3. One half of Adams Street adjacent to the property plus the intersection of Highway III will be installed. 4. Six entrances/exits will be provided along State Highway Route III. Two access points will require signalization. The Adams Street intersection will also require signalization. PARKING The parking count is based on a detailed analysis of the effects of internal and multiple purpose trips and has used rates that more accurately reflect the nature of the mixed land uses for the project and that are endorsed by the ULI. The results indicate an actual need for 2,208 spaces. The site plan contains approximately 3,135 spaces. 16. DEVELOPMENT PHASING For a variety of reasons, the development of the project will occur over a period of years. The plan recognizes the need for coordinated growth and development and is based on the following conditions and factors influencing project implementation: - phasing based on market support and absorption - adequate public services and timing of infrastructural improvements - maximizing the cost effectiveness of investments in public and private improvements - development interest by operators, tenants - availability of financing Inherent in this concept is the premise that phased infrastructure improvements will be allowed to serve the level of concurrent development. The initial phase of development, and each successive phase, will be based on a logical extension of roads and utility systems within the property. The initial phase will occur along Washington Street and State Highway Route III, with building proceeding southward and eastward. The sequence of phases is planned to minimize disruption by future construction activity on existing and surrounding properties. Each phase of development will be preceded by the preparation and approval of the required detailed plans and construction documents to insure proper use and appropriate development of the property. (Continued) r 17. DEVELOPMENT PHASING (Continued) It is presently anticipated that overall buildout of the site will take between three to five years. This is dependent, however, on the response of major tenants and the success of the initial stage of the project in creating enough interest to attract more regional uses. A parcelization plan at this time is requested, but may be modified when exact locations and sizes of the uses are detailed. Basically, the phasing concept is projected over two to three phases as follows: Phase I The first phase is oriented to the intersection at Highway III and Washington Street.... the prime address and entry to La Quinta. The project will make a major statement at this intersection. An up -scale restaurant fronting Highway III will add to the ambience for the center viewed from Highway III and will tie-in with the theme plaza architectural statement at that corner. The first phase would be essentially a community -oriented center anchored by a market and drug use because of shallow site depth and because these tenants are ready to commit UDW- Phase II The second phase would fill out the middle portion of the project with larger "box" users having a regional draw. This may also include entertainment -oriented users such as,a bowling and family recreation center. Phase III The third phase is slated either for one or more large, regional "box" uses (e•g., 100,000 sq. ft. or larger) together with ancillary uses. Additionally, the bowling and family recreation area may be located here instead of in phase II. The location of larger users at this end of the site is mandated by the depth of the site at the Adams Street end of the project. 18. UTILITIES Water Domestic water will be provided by the Coachella Valley Water District via the existing 12" water main lines along Adams Street, Washington Street and Highway III. These lines are served from a well located at Avenue 48 and Adams Street, and from a well at the intersection of Washington and Highway 111. Sewer Sanitary Sewer facilities will be operated by Coachella Valley Water District. service will be provided from the Plaza La Quinta lift station at the SW corner of Washington street and Highway III. A regional main must be constructed between the lift station and the proposed project to connect into that existing sewer line. Part of the construction cost would be borne by the Water District. Drainage Drainage facilities within the street right-of-way or access easements will be maintained by the City of La Quinta. The location of drainage serving the site is proposed along the flood control channel. Generally, runoff from the site will be directed towards the Coachella Valley Water District Whitewater Wash, which is designed to carry measured and controlled storm water runoff from the alluvial fans of the Cove to the Whitewater River. In addition, it is our understanding that under recent regulations, the goal of the City is to provide 100% on-site retention in areas of overflows. Development of the project will require design of landscaped ponding areas capable of retaining on-site water. (Continued) 19. UTILITIES (Continued) Power To be provided by the Imperial Irrigation District. Gas To be provided by Southern California Gas. Telephone To be provided by General Telephone Company. 20. FELE COPY RESOLUTION 92-85 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA QUINTA, CALIFORNIA, APPROVING AN AMENDMENT TO A COMMERCIAL SPECIFIC PLAN. CASE NO. SPECIFIC PLAN 89-014, AMENDMENT #1 WHEREAS, the Planning Commission of the City of La Quinta, California, did, on the 13th day of October, 1992, hold a duly -noticed Public Hearing to consider the request of Transpacific Development Company (One Eleven La Quinta Center) to allow an amendment to a Specific Plan which allows a commercial shopping center on 60+ acres located on a site bounded by Highway 111, Washington Street, White Water Storm Channel, and Adams Street (under construction), more particularly described as: A PORTION OF THE SOUTHEAST QUARTER OF SECTION 19, T5S, R7E, SBBM AND A PORTION OF THE NORTHEAST QUARTER OF SECTION 30,,T5S, R7E, SBBM WHEREAS, the City Council of the City of La Quinta did on the 20th day of October, 1992, hold a duly noticed public hearing to consider the request of Transpacific Development Company and the recommendation of the Planning Commission to allow an amendment to Specific Plan 89-014; and, WHEREAS, said Specific Plan Amendment request has complied with the requirements of "The Rules to Implement the California Environmental Quality Act of 1970" as amended by Resolution 83-68, in that a Negative Declaration has been adopted by the City Council in April, 1990. Therefore the Planning Director has determined .that no additional environmental review is necessary; and, . WHEREAS, at said Public Hearing, upon hearing and considering all testimony and arguments, if any, of all interested persons desiring to be heard, said City Council did find the following facts and reasons to justify the recommendation for approval of said Specific Plan Amendment: 1. The submitted exhibits show that adequate screening and landscaping can be provided to mitigate the negative aspects of drive through facilities. 2. The drive through facilities will be architecturally superior and compatible with the shopping center and surrounding development. 3. The applicant has reduced the number of proposed drive throughs from five to three which will reduce the impact of this type of facility. CS/RESOPC.044 - - 1 - 0 0 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of La Quinta, California, as follows: 1. That the above recitations are true and correct and constitute the findings of the Council in this case; 2. Condition #71 of City Council Resolution 90-027 PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta City Council, held on this 20th day of October, 1992, by the following vote, to wit: AYES: Council Members Rushworth, Sniff & Mayor Pena NOES: None_ ABSENT: Council Members Bohnenberger & Franklin ABSTAIN: None ATTEST: r JOH A, M o City of La Quinta, California UNDRA L. jUHOLA� City Clerk City of La Quinta, California APPROVED AS TO FORM: DAWN HONEYWELL, City Attorney City of La Quinta, California 1, CS/RESOPC.044 - 2 - CITY COUNCIL RESOLUTION 92-85 CONDITIONS OF APPROVAL - FINAL SPECIFIC PLAN 89-014, AMENDMENT #1 OCTOBER 20, 1992 * Amended by Planning Commission on February 27, 1990 ** Amended by City Council on April 17, 1990 *** Deleted by City Council on April 17, 1990 **** Added by City Council on April 17, 1990 + Amended by City Council October 20, 1992 PLANNING & DEVELOPMENT DEPARTMENT 1. The development shall comply with Exhibit 1, the Specific Plan for Specifi-c Plan 89-014,the approved exhibits and the following conditions, which shall take precedence in the event of any conflicts with the provisions of the Specific Plan. 2. Exterior lighting for the project shall comply with the "Dark Sky" Lighting Ordinance. Plans shall be approved by the Planning and Development Department prior to issuance of building permits. All exterior lighting shall be provided with shielding to screen glare from adjacent streets and residential property to the north, to the satisfaction of the Planning and Development Department. Parking lot light standards shall be a maximum 30 -feet in height. 3. Plan for adequate trash provisions for each phase as constructed shall be approved by the Planning and Development Department prior to issuance of building permits. Plan to be reviewed for acceptability by applicable trash company prior to City review. *4. Comprehensive sign program for center (business identification, directional, and monument signs, etc.) shall be approved by the Planning Commission prior to issuance of building permit. Included in approvals shall be applications for any adjustments to sign provisions required. 5. Prior to issuance of any grading or building permits, mitigation measures as recommended by Archaeological Assessment UCRARU #1023 shall be completed at the Applicant/Developers expense. 6. Prior to the issuance of a building permit for construction of any building or use contemplated by this approval, the Applicant shall obtain permits and/or clearances from the following public agencies: BJ/CONAPRVL.038 - 1 - Conditions of *roval Specific Plan 89-014 October 20, 1992 o City Fire Marshal o Caltrans o City of La Quinta Public Works Department o Planning and Development Department, Planning and Building Divisions o Coachella Valley Water District o Desert Sands Unified School District o Imperial Irrigation District . Evidence of said permits, or clearances from the above-mentioned agencies shall be presented to the Building Division at the time of the application for a building permit for the use: contemplated herewith. 7. Provisions shall be made to comply with the terms and requirements of the City's adopted Infrastructure Fee program in effect at the time of issuance of building permits. 8. Prior to issuance of any building permits, the Applicant shall submit to the Planning Division for review and approval a plan (or plans) showing the following: a. Landscaping, including plan types, sizes, spacing, locations, and irrigation system for all landscape areas. Desert or native plant species and drought resistant planting materials shall be incorporated into the landscape plan. b. Location and design detail of any proposed and/or required walls. C. Exterior lighting plan, emphasizing minimization of light and glare impacts to surrounding properties. ** Preparation of the detailed landscape and irrigation plans shall be in substantial conformance with the approved preliminary landscape plan on file with the Planning and Development Department. All tree sizes shall be a minimum of 24 -inch box size or 2-1/2 inch caliper (measured 24 -inches above root ball), and all Palm trees shall be minimum 12 -feet in height (brown trunk). The plans submitted shall include the acceptance stamps/signatures from the Riverside County Agricultural Commissioner's Office and'Coachella Valley Water District (CVWD). 9. Screening of parking lot surface shall be provided from all adjacent streets through use of berming, landscaping and/or short decorative walls. 10. Handicap access, facilities and parking shall be provided per State and local requirements. BJ/CONAPRVL.038 - 2 - Conditions of Approval Specific Plan 89-014 October 20, 1992 11. Prior to issuance of first building permit, parking analysis shall be submitted to Planning and Development Department to verify compliance of parking spaces provided based on Urban Land Institute Guidelines. Prior to each subsequent phase beginning construction a new parking study based on existing usage and potential demand shall be submitted. In each study, building size adjustments shall be made if it is determined that a parking_deficiency exists. 12. Project may be constructed in phases. Plans showing exact phasing shall be approved by the Planning and Development Department prior to issuance of building permits. All perimeter street sidewalks, landscaping, and screening along Highway 111 shall be put in with the applicable phase, except at the time the first two phases are complete, the last phase improvements shall be completed. This will also apply to landscape buffer and/or walls along north property line. 13. Bus turnouts and bus waiting shelters shall be provided on Washington Street and Highway 111 as requested by Sunline transit when street improvements are installed. 14. Minimum landscaped setback along Washington Street shall be 34 -feet. 15. Prior to issuance of any grading permits, the Applicant shall submit to the Planning and Development Department an interim landscape program for the entire site which shall be for the purpose of wind erosion and dust control. The land owner shall institute blowsand and dust control measures during grading and site development. These shall include but not be limited to: A. The use of irrigation during any construction activities; B. Planting of cover crop or vegetation upon graded but undeveloped portions of the site; and C. Provision of wind breaks or wind rows, fencing, and/or landscaping to reduce the effects upon adjacent properties and property owners. The land owner shall comply with requirements of the Director of Public Works and Planning and Development. All construction and graded areas shall be watered at least twice daily during construction to prevent the emission of dust and blowsand. 16. Construction shall comply with all local and State building code requirements as determined by the Building Official. BJ/CONAPRVL.038 - 3 - Conditions of Approval Specific Plan 89-014 October 20, 1992 17. Prior to issuance of any land disturbance permit, the Applicant shall pay the required mitigation fees for the Coachella Valley Fringe -Toed Lizard Habitat Conservation Program, as adopted by the City, in the amount of $600 per acre of disturbed land. 18. A noise study shall be prepared by a qualified acoustical engineer to be submitted to the Planning and Development Department for review and approval prior to submission of building plans for plan check or issuance of grading permit, whichever comes first. The study shall concentrate on noise impacts on building interior areas from perimeter streets, and impacts on the proposed residential uses to the north across the Wash and provide mitigation of noise as required in the General Plan. The study shall recommend alternative mitigation measures for incorporation into the project design. Study shall consider use of building setbacks, engineering design, building orientation, noise barriers, (berming, landscaping and walls, etc.) and other techniques. 19. Street dedications, bikeways, easements, improvements, landscaping with permanent irrigation system and screening, etc., to satisfaction of City, shall be provided by Applicant/Developer for any site(s) where dedication of land for public utilities and/or facilities is required. 20. All air quality mitigation measures as recommended in the Negative Declaration shall be complied with. 21. Prior to the issuance of a grading permit, the Applicant shall prepare and submit a written report to the Planning and Development Director demonstrating compliance with those conditions of approval and mitigation measures of SP 89-014 and EA 89-150 which must be satisfied prior to the issuance of a grading permit.' Prior to the issuance of a building permit, the Applicant shall prepare and submit a written report to the Planning and Development Director demonstrating compliance with those Conditions of Approval and mitigation measures of EA 89-150 and SP 89-014 which must be satisfied prior to the issuance of a building permit. Prior to final building inspection approval, the Applicant shall prepare and submit a written report to the Planning and Development Director demonstrating compliance with all remaining Conditions of Approval and mitigation measures of EA 89-150 and SP 89-014. The Planning and Development Director may require inspection or other monitoring to assure such compliance. 22. The 24 -foot wide aisle next to satellite pads, that runs parallel to Highway 111 shall be widened to 26 -feet, with aisle adjacent to south side of main building narrowed from 30 -feet to 28 -feet. BJ/CONAPRVL.038 - 4 - Conditions of'4proval Specific Plan 89-014 October 20, 1992 23. Southerly access of Washington Street service station to main driveway shall be relocated further to the east or otherwise modified to minimize traffic movement, turning, and stacking conflicts to satisfaction of the City. As requested by the City Engineer, the Applicant will provide a three car stack for the right out exiting the site onto Washington Street. 24. On-site intersection located between pad "N" and "A" in Phase I area shall be redesigned to eliminate intersection which crosses in front of pad "N" (creates traffic confusion and hazards) to satisfaction of Engineering and Planning and Development Department. 25. In Phase 3 area, short parking aisles near Highway 111 (perpendicular) shall be revised to align with long aisles to north (to eliminate traffic movement conflicts). *26. All pad buildings in project shall be designed with unified architectural theme utilizing matching exterior materials, colors, roofs, etc. 27. All conditions of the Design Review Board shall be met as follows: A. Architect to provide a more detailed sketch of the sections. B. More, and possibly a rounding of the arches. C. Details to be provided for the fast food stores. D. Blow up the design details (vignettes). E. Detailed security lighting on the rear buildings. *F. Major building on the east end to be designed to be integrated with the other buildings. ** 1.) Wal-Mart architectural considerations: a.) Entry bulkhead shall have "double diamond" concrete block detail. b.) Right side of entry (to east) shall have pilasters as shown on February 27, 1990, elevations. c.) Bands shown at top and midway point of building wall are to be painted only without the "double diamond" detail with color to be dark brown. BJ/CONAPRVL.038 - 5 - Conditions of *roval Specific Plan 89-014 October 20, 1992 d.) Sign fascia to be dark brown in color. Accent bands above and below the fascia shall be "peach" in color. 28. For major tenants .and TBA's other than pedestrian d,:.!srs, no overhead or similar door shall open to the north or towards any residentially zoned property ;unless adequately screened from noise and visibility to the satisfaction of the Planning and Development Director. **29. Applicant/Developer shall work with City and provide and install a fountain at the theme plaza at the corner of Highway 111 and Washington Street. The theme plaza shall be approved by Art in Public Places Commission or other body as determined by City. 30. Decorative screen wall shall be provided around recycling center. 31. Variety in setbacks and siting shall occur in development of pads. 32. Walkway for pedestrian access from public sidewalk to parking lot shall be provided at intersection of Washington Street and Highway 111 and Adams Street and Highway 111. 33. No outside cart or other storage shall be permitted unless completely screened in a City approved area, excluding cart return areas within parking lot area. 34. Parking lot stripping plan including directional arrows, stop signs, no parking areas, parking spaces shall be approved by Planning and Development and Engineering Departments prior to issuance of building permits. 35. Plot Plan or Conditional Use Permit applications, as deemed necessary by C -P -S Zone requirements, shall be processed for each pad site. 36. The Planning Commission shall conduct annual reviews of this Specific Plan. During each annual review by the Commission, the Developer/Applicant shall be required to demonstrate good faith compliance with the terms of the Specific Plan. The Applicant/Developer of this project hereby agrees to furnish such evidence of compliance as the City, in the exercise of its reasonable discretion, may require. Evidence of good faith compliance may include, but shall not necessarily be limited to, good faith compliance with the requirements of the Specific Plan. Upon conclusion of the annual review, the Commission may extend the approval period for 12 months at a time. BJ/CONAPRVL.038 - 6 - Conditions of • Cond Approval Specific Plan 89-014 October 20, 1992 37. Temporary access from signalized Highway 111 access to Phase 1 shall be paved as required by Engineering Department and Fire Marshal. 38. All outside storage areas shall be completely screened with architecturally compatible materials, so as not to be visible from adjacent streets, properties parking lots. 39. "Plaza" area shall be provided in front of shops between Major "A" and "B". Plaza to include landscaping, hardscape, street furniture, and accent feature(s). 40. All compact spaces shall be clearly marked "compact cars only". 41. Circulation of aisle next to pads in Phase 1 parallel to Washington Street and Highway 111 shall be revised to eliminate all 90 -degree and abrupt turns to satisfaction of Planning and Development Department. FIRE MARSHAL: 42. All water mains and fire hydrants providing the required fire flows shall be constructed in accordance with the City Fire Code in effect at the time of development. 43. Buildings shall be constructed so that the required fire flow does not exceed 3500 gallons per minute, or additional mitigation measures approved by the Riverside County Fire Department and the City of La Quinta will be required. ENGINEERING DEPARTMENT: 45. The Applicant shall have a registered civil engineer prepare the grading plan. The engineer who prepares the grading plan shall: A. Provide written certification prior to issuance of any building permits that the constructed rough grade conforms with the approved grading plans and grading permit. B. Provide written certification of the final grade and verification of pad elevations prior to receiving final approval of the grading. 46. The Applicant shall submit a copy of the proposed grading, landscaping and irrigation plans to the Coachella Valley Water District for review and comment with respect to the District's Water Management Program. BJ/CONAPRVL.038 - 7 - i Conditions of Approval Specific Plan 89-014 October 20, 1992 47. A thorough preliminary engineering, geological, and soils engineering investigation shall be conducted with a report submitted for review along with the grading plan. The report recommendations shall be incorporated into the grading plan design prior to grading plan approval. The soils engineer and/or the engineering geologist must certify to the adequacy of the grading plan. Pursuant to Section 11568 of the Business and Professions Code, the soils report certification shall be indicated on the final subdivision map. 48. All underground utilities located in the right of way shall be installed, with trenches compacted to City standards, prior to construction of any street improvements. A soils engineer retained by the Applicant shall provide certified reports of soil compaction tests for review by the City Engineer. 49. The Applicant shall pay all fees charged by the City as required for processing, plan checking and construction inspection. The fee amount(s) shall be those which are in effect at the time the work is undertaken and accomplished by the City. 50. A Caltrans encroachment permit must be secured prior to construction of any improvements along State Highway 111, and all Caltrans requirements shall be implemented. 51. An encroachment permit for work in any abutting local jurisdiction shall be secured prior to constructing or joining improvements. 52. Prior to issuance of any building permit, any existing structures which are to be removed from the property shall have been removed or there shall be an agreement for the removal which shall be secured by a faithful performance bond in a form satisfactory to the City and granting the City the right to cause any such structures to be removed. 53. The right-of-way dedications for public streets shall be as follows: A. Washington street: 60 -feet half -street plus additional right-of-way for extra lanes at Washington/Highway 111 intersection, all as needed on eastside of the centerline of the adopted Washington Street Specific alignment. B. Highway 111: 60 -feet half -street minimum, or as required by Caltrans, plus additional right-of-way for extra lanes at Washington/Highway 111 intersection as needed. BJ/CONAPRVL.038 - 8 - Conditions of0proval Specific Plan 89-014 October 20, 1992 54. 55. C. Adams Street: 44 -feet half -street plus additional right-of-way for appropriate transition and turning lanes at the intersection of Highway 111 as required by the City Engineer to compliment the future Primary Arterial street improvements south of Highway 111. Access to the site from public streets shall be as follows: A. Highway 111, as approved by Caltrans. B. Adams Street 1.) Full access to Adams Street shall occur at three locations only, none of which may be closer than 250 -feet from the Highway 111 intersection centerline. The northerly access shall be constructed at a location that provides adequate sight distance in both directions. **C. Washington Street 1.) Right turn -in only access from Washington Street may be allowed in conjunction with the access described in 2) below, subject to satisfaction of safety concerns of the City Engineer. 2.) The City will allow a full four way turn access at Washington Street at the northerly boundary of the site near the bridge, provided all traffic safety concerns of the City Engineer are adequately addressed, and subject to any required approvals from Riverside County or other applicable agencies. Intersection improvements including signals shall be installed by Applicant as required based on traffic loads, as determined by the City Engineer, subject to reimbursement of 50% of the cost thereof. Applicant shall pay 100% of the cost for design and construction of the following street improvements: A. In general, the Applicant is responsible for all street improvements on the "development side" of the street centerline for all streets adjacent to the development site, unless specifically conditioned otherwise. All street improvements, including street lighting, shall be designed in accordance with the requirements of the City Engineer and Caltrans where appropriate. BJ/CONAPRVL.038 - 9 - Conditions of Approval Specific Plan 89-014 October 20, 1992 B. Washington Street: From Highway 111 to the Whitewater Channel bridge: half -width General Plan street improvements and appurtenant conforms and amenities including an 8 -foot wide sidewalk, plus additional turning lanes at the Highway 111 intersection in accordance with the Washington Street Specific Plan. *C. Highway 111: From Washington to Adams Streets: as a minimum, Caltrans may require more, half -width General Plan street improvements and appurtenant conforms and amenities, plus turning lanes at the intersections, plus transitions as needed beyond the limits of the development site. The transitions are eligible for reimbursement. **D. Adams Street: From Highway 111 to Westward Ho Drive: half -width General Plan street improvements including all appurtenant conforms and amenities, plus a 14 -foot wide northbound travel lane, plus turning lanes and appropriate transitions as needed at the Highway 111 intersection to match the Primary Arterial street improvements on Adams Street south of Highway 111. 56. Applicant shall accept responsibility for preparation of street plans at locations determined by City Engineer. 57. Applicant shall participate in 50% of the cost to design and construct a low water crossing through the Whitewater Channel on Adams Street; half of the Applicant's cost responsibility is eligible for reimbursement. 58. The City reserves the right to add additional public facilities as needed to the Mello -Roos District being formed to fund the public facilities in the project area. The Applicant has no fiscal responsibility for improvements added to the District by the City that are not a Condition of Development for this Specific Plan. 59. Traffic signals, including interconnect, are required at the following intersections; the Applicant shall pay a proportional share for the design and construction of these signals as follows: A. Highway 111/Washington Street 100% front-end funding, 75% reimbursement B. Highway 111/Simon Drive 100% front-end funding, 50% reimbursement C. Highway 111/Washington Square 100% front-end funding, 50% reimbursement D. Highway 111/Adams Street 100% front-end funding, 75% reimbursement BJ/CONAPRVL.038 - 10 - Conditions oftpprovak Specific Plan 89-014 October 20, 1992 60. The Applicant shall pay construct the Washington the Whitewater Channel. 7.25% of the cost to design and Street bridge expansion across 61. The Applicant shall provide subterrain storm drain facilities that will remove run-off from the 100 -year storm without causing ponding or flooding of the on-site parking lots and access roads, Highway 111, Washington Street, and Adams Street. 62. Applicant shall provide 20 -foot wide drainage easement(s) as required by the City Engineer that cross the site from Highway 111 to the Whitewater Channel to permit installation of a subterrain storm drain pipe to drain the property south of Highway 111. Easement(s) will not interfere with any structures shown on the approved Specific Plan. 63. The Applicant shall relocate' all existing overhead utility lines that are adjacent to the site on the "development" side of the street centerline, or cross the site, to underground facilities. All future utilities that will serve the site shall also be located underground. Power lines rated above 12,500 volts are excluded from the undergrounding requirement. 64. Applicant shall design loading docks that front along the Whitewater Channel in a manner that ingress to the docks occurs only from Adams Street and egress occurs only at Washington Street. 65. Trash dumpsters located in within public view shall be partially recessed below grade and aesthetically landscaped on three sides and aesthetically gated on the fourth, or as otherwise approved by the Planning and Development Department. 66. The Applicant shall dedicate easements for public landscape and sidewalk purposes between the street right- of-way and parking lot edge and/or building along the site boundary streets. The landscape improvements shall be designed and installed by the Applicant in accordance with the City Engineer's requirements. The width of the landscaped easement/setback areas shall be as follows: A. Washington Street - 34 -feet B. Highway 111 - 50 -feet C. Adams Street - 10 -feet. The Applicant, through C.C.& R.'s placed on future property owners located in the development, shall implement a method to fund and administer maintenance of the landscaped setback area and contiguous parkways. BJ/CONAPRVL.038 j,- 11 - • Conditions of Approval Specific Plan 89-014 October 20, 1992 *67. The Applicant. may obtain reimbursement from the Mello -Roos District for those portions of the improvements specifically noted in these Conditions as eligible for reimbursement, if the District is successfully formed and if the improvements are insta'led at the Applicant's expense prior to availabilityof ond proceeds. If the improvements are funded with bond proceeds from the Mello -Roos District, the Applicant is relieved of the special tax for those portions of the improvements specifically noted in these Conditions as eligible for reimbursement. **68. The Applicant shall dedicate land for an Imperial Irrigation District substation and Coachella Valley Water District well site (per CVWD letter dated January 5, 1990) prior to final approval of any land division map prepared for this commercial site. 69. Applicant shall pay all fees and costs, including wages and overhead, incurred by the City attributable to this commercial development as ,it Pertains to the City Lead Agency role in plan preparation, administration, plan checking and inspection of the public improvements on Highway 111. ****70. All roof and wall mounted mechanical type equipment shall be installed or screened with architecturally compatible materials so as not to be visible from surrounding properties and streets to the satisfaction of the Planning and Development Director and/or the Planning Commission. Working drawings showing all proposed equipment and how they will be screened shall be submitted and approved prior to issuance of building permit. +71. Drive through facilities shall be developed as follows: LD A. Not more than three drive through facilities shall be permitted within the specific plan. B. All drive through facilities shall be screened by a combination of berms, walls, and landscaping so that the cars using the drive through facilities will not be visible by pedestrians and cars on the perimeter sidewalk and street in a manner satisfactory to the Planning and Development Director. C. Conditional Use Permit applications shall be processed for each drive through facility. BJ/CONAPRVL.038 - 12 - Conditions of A1.proval Specific Plan 89-014 October 20, 1992 D. Circulation pattern and stacking in drive through lane shall be reviewed and determined to be acceptable by the Engineering Department at the time of Planning Commission consideration of the Conditional Use Permit application. E. Each drive through facility shall be provided with a minimum of two pick-up windows. 0 BJ/CONAPRVL.038 - 13 - 0 RESOLUTION 96-53 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA QUINTA, CALIFORNIA, APPROVING AN AMENDMENT TO A COMMERCIAL SPECIFIC PLAN TO THE ONE -ELEVEN LA QUINTA CENTER TO ALLOW TWO ADDITIONAL BUSINESSES WITH DRIVE THROUGH LANES. CASE NO. SPECIFIC PLAN 89-014, AMENDMENT #2 WASHINGTON PLAZA ASSOCIATES WHEREAS, the City Council of the City of La Quinta, California, did on. the 2nd day of July, 1996, hold a duly noticed Public Hearing to consider the request of Washington Plaza Associates (One Eleven La Quinta Center) to allow an amendment to a Specific Plan which allows a commercial shopping center on 60 + acres located on a site bounded by Highway 1 1 1, Washington Street, White Water Storm Channel, and Adams Street, more particularly described as: A PORTION OF THE SOUTHEAST QUARTER OF SECTION 19, T5S, R73, SBBM AND A PORTION OF THE NORTHEAST QUARTER OF SECTION 30, T5S, R7E, SBBM " WHEREAS, said Specific Plan Amendment request has complied with the requirements of "The Rules to Implement the California Environmental Quality /,"ft of 1970" as amended by Resolution 83-68, in that a Negative Declaration has been recommended for certification; and, WHEREAS, upon hearing and considering all testimony and arguments, if any of all interested persons desiring to be heard, said City Council did find the following facts, findings, and reasons to justify approval of said Specific Plan Amendment: 1. This Amendment request is consistent with the General Plan in that the site is designated as Mixed Regional Commercial with a non-residential overlay. This Amendment request is for commercial uses which complies with the General Plan designation. 2. Subject property is partially developed with a commercial shopping center which is properly designed and will not create any conditions which are materially detrimental to the public health, safety and general welfare in that each use will be reviewed and approved by the Planning Commission under a conditional use permit in compliance with the Zoning Code Section 9.210.020. 3. The subject property as well as the properties to the south, east and west are zoned for commercial usage. As such commercial development of this site is compatible with adjacent properties. resocc.158 0 0 Resolution No. 96-53 Paage 2 4. Because the property was originally granted a Specific Plan in 1990, an Amendment to it is an appropriate use of the property. WHEREAS, the Planning Commission at its meeting of May 28, 1996, did at a duly -noticed Public Hearing, recommend approval by adoption of Planning Commission Resolution 96-018; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of La Quinta, California, as follows: 1 . That the above recitations are true and correct and constitute the findings of the City Council in this case; 2. That the City Council does hereby approve Amendment #2 to Specific Plan 89- 014 to allow two additional businesses with drive through lanes for a total of five, subject to the attached conditions, labeled Exhibit "A". PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta City Council, held on this 2nd day of July, 1996, by the following vote, to wit: AYES: Council Members Adolph, Henderson, Perkins, Sniff, Mayor Holt NOES: None ABSENT: None ABSTAIN: None GLENDA L. HOLT, Mayor City of La Quinta, California ATTEST: $(AUNDRA LAUHOLA, City Clerk City of La Quinta, California APPROVED AS TO FORM: J4,Ll 4A L� '64,( L4, , Lj I � DAWN C. HONEYWELL, City Attorney City of La Quinta, California resocc.158 0 0 RESOLUTION 96-53 CONDITIONS OF APPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 * Modified by Planning Commission February 27, 1990 * * Amended by City Council on April 17, 1990 * * * Deleted by City Council on April 17, 1990 * * * * Added by City Council on April 17, 1990 + Amended by City Council October 20, 1992 + + Amended by Planning Commission on May 28, 1996 + + + Added by Planning Commission on May 28, 1996 GENERAL CONDITIONS OF APPROVAL EXHIBIT "A" 1. The development shall comply with Exhibit 1, the Specific Plan for Specific Plan 89-014, the approved exhibits and the following conditions, which shall take precedence in the event of any conflicts with the provisions of the Specific Plan. 2. Exterior lighting for the project shall comply with the "Dark Sky" Lighting Ordinance. Plans shall be approved by the Community Development Department prior to issuance of building permits. All exterior lighting shall be provided with shielding to screen glare from adjacent streets and residential property to the north, to the satisfaction of the Community Development Department. Parking lot light standards shall be a maximum 42 -feet in height (per Owners Participation Agreement). 3. Plan for adequate trash provisions for each phase as constructed shall be approved by the Community Development Department prior to issuance of building permits. Plan to be reviewed for acceptability by applicable trash company prior to City review. 4. * Comprehensive sign program for center (business identification, directional, and monument signs, etc.) shall be approved by the Planning Commission prior to issuance of any building permit. Included in approvals shall be applications for any adjustments to sign provisions required. 5. Prior to issuance of any grading or building permits, mitigation measures as recommended by Archaeological Assessment UCRARU #1023 shall be completed at the applicant/developer's expense. 6. Prior to the issuance of a building permit for construction of any building or use COfY.ApK'9/ 402 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OF APPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 contemplated by this approval, the applicant shall obtain permits and/or clearances from the following public agencies: • City Fire Marshal • Caltrans • City of La Quinta Public Works Department • Community Development Department • Coachella Valley Water District • Desert Sands Unified School District • Imperial Irrigation District Evidence of said permits or clearances from the above-mentioned agencies shall be presented to the Building and Safety Department at the time of the application for a building permit for the use contemplated herewith. 7. Provisions shall be made to comply with the terms and requirements of the City's adopted Infrastructure Fee program in effect at the time of issuance of building permits. 8. Prior to issuances of any building permits, the applicant shall submit to the Community Development Department for review and approval a plan (or plans) showing the following: a. Landscaping, including plant types, sizes, spacing, locations, and irrigation system for all landscape areas. Desert or native plant species and drought resistant planting materials shall be incorporated into the landscape plan. b. Location and design detail of any proposed and/or required walls. C. Exterior lighting plan, emphasizing minimization of light and glare impacts to surrounding properties. * * preparation of the detailed landscape and irrigation plans shall be in substantial conformance + + with the approved preliminary landscape plan on file with the Community Development Department. All tree sizes shall be a minimum of 24 -inch box size and 2-1/2 inch caliper (measured 24 - inches above root ball), and all Palm tress shall be minimum 12 - feet in height (brown trunk). The plans submitted shall include the acceptance stamps/signatures from the Riverside County Agricultural Commissioner's Office and Coachella Valley Water District (CVWD). CO"PRW.40s 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OF APPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 9. Screening of parking lot surface shall be provided from all adjacent streets through use of berming, landscaping and/or short decorative walls. 10. Handicap access, facilities and parking shall be provided per State and local requirements. 11. Prior to issuance of first building permit, a parking analysis shall be submitted to the Community Development Department to verify compliance of parking spaces provided based on Urban Land Institute Guidelines. Prior to each subsequent phase being constructed a new parking study based on existing usage and potential demand shall be submitted. In each study, building size adjustments shall be made if it is determined that a parking deficiency exists. 12. The project may be constructed in phases. Plans showing exact phasing shall be approved by the Community Development Department prior to issuance of building permits. All perimeter street sidewalks, landscaping, and screening along Highway 1 1 1 shall be put in with the applicable phase, except at, the time the first two phases are complete, the last phase improvements shall be completed. This will also apply to landscape buffer and/or walls along north property line. 13. Bus turnouts and bus waiting shelters shall be provided on Washington Street and Highway 1 1 1 as requested by Sunline Transit when street improvements are installed. 14. Minimum landscaped setback along Washington Street shall be 30 -feet from future curb (per the Owners Participation Agreement). 15.++ "Prior to any site disturbance being permitted, including construction, preliminary site work and/or archaeological investigation, the project developer shall submit and have approved a Fugitive Dust Control Plan (FDCP), in accordance with Chapter 6.16 of the La Quinta Municipal Code. The plan shall define all areas proposed for development and shall indicate time lines for any phasing of the project, and shall establish standards for comprehensive control of both anthropogenic and natural creation of airborne dust due to development activities on site. Phased projects must prepare a plan that addresses control measures over the entire build out of the project such as for disturbed lands pending future development. COnAPMV402 3 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OFAPPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 16. Construction shall comply with all local and State building code requirements as determined by the Building and Safety Director. 17. Prior to issuance of any land disturbance permit, the applicant shall pay the required mitigation fees for the Coachella Valley Fringe -Toed Lizard Habitat Conservation Program, as adopted by the City, in the amount of $600 per acre of disturbed land. 18. A noise study shall be prepared by a qualified acoustical engineer to be submitted to the Community Development Department for review and approval prior to submission of building plans for plan check or issuance of grading permit, whichever comes first. The study shall concentrate on noise impacts on building interior areas from perimeter streets, and impacts on the proposed residential uses to the north across the Wash and provide mitigation of noise as required in the General Plan. The study shall recommend alternative mitigation measures for incorporation into the project design. Study shall consider use of building setbacks, engineering design, building orientation, noise barriers, (berming, landscaping and walls, etc.) and other techniques. 19. Street dedications, bikeways, easements, improvements, landscaping with permanent irrigation system and screening, etc., to the satisfaction of the City, shall be provided by the applicant/developer for any site(s) where dedication of land for public utilities and/or facilities is required. 20. All air quality mitigation measures as recommended in the Negative Declaration shall be complied with. 21. Prior to the issuance of a grading permit, the applicant shall prepare and submit a written report to the Community Development Director demonstrating compliance with those Conditions of Approval and mitigation measures of SP 89-014 and EA 89-150 which must be satisfied prior to the issuance of a grading permit. Prior to the issuance of a building permit, the applicant shall prepare and submit a written report to he Community Development Director demonstrating compliance with those Conditions of Approval and mitigation measures of EA 89-150 and SP 89-014 which must be satisfied prior to the issuance of a building permit. Prior to final building inspection approval, the applicant shall prepare and submit a written report to the Community Development Director demonstrating compliance with all remaining Conditions of Approval and mitigation measures of EA 89-150 and SP 89-014. The Community Development Director may require inspection or other monitoring to assure such compliance. CO"PRUC.aoa It 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OFAPPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 22. The 24 -foot wide aisle next to satellite pads, that runs parallel to Highway 1 1 1, shall be widened to 26 -feet, with the aisle adjacent to the south side of the main building narrowed from 30 -feet to 28 -feet. 23. The southerly access of the Washington Street service station to the main driveway shall be relocated further to the east or otherwise modified to minimize traffic movement, turning, and stacking conflicts to the satisfaction of the City. As requested by the City Engineer, the applicant will provide a three car stack for the right out exiting the site onto Washington Street. 24. On-site intersection located between pad "N" and "A" in Phase I area shall be redesigned to eliminate an intersection which crosses in front of pad "N" (creates traffic confusion and hazards) to the satisfaction of the Public Works and Community Development Departments. 25. In Phase 3 area, short parking aisles near Highway 1 1 1 (perpendicular) shall be revised to align with long aisles to the north (to eliminate traffic movement conflicts). *26. All pad buildings in the project shall be designed with a unified architectural theme utilizing matching exterior materials, colors, roofs, etc. 27.++ All conditions of the Planning Commission/Design Review Board shall be met as follows: A. Architect to provide a more detailed sketch of the sections. B. More, and possibly a rounding of the arches. C. Details to be provided for the fast food stores. D. Blow up the design details (vignettes). E. Detailed security lighting on the rear buildings. *F. Major building on the east end to be designed to be integrated with the other buildings. * * 1). Wal-Mart architectural considerations: cOn aPVVV4oz 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OFAPPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 a). Entry bulkhead shall have "double diamond" concrete block detail. b). Right side of the entry (to the east) shall have pilasters as shown on the February 27, 1990, elevations. c). Bands shown at the top and midway point of the building wall, are to be painted only without the "double diamond" detail with color to be dark brown. d). Sign fascia to be dark brown in color. Accent bands above and below the fascia shall be "peach" in color. 28. For major tenants and TBA's other than pedestrian doors, no overhead or similar door shall open to the north or towards any residentially zoned property unless adequately screened from noise and visibility to the satisfaction of the Community Development Director. 29. * * Applicant/Developer shall work with the City to provide and install a fountain at the theme plaza at the corner of Highway 111 and Washington Street. The theme plaza shall be approved by Art in Public Places Commission or other body as determined by the City. 30. Decorative screen wall shall be provided around the recycling center. 31. Variety in setbacks and siting shall occur in the development of the pads. 32. Walkway for pedestrian access from public sidewalk to the parking lot, shall be provided at the intersection of Washington Street and Highway 1 1 1 and Adams Street and Highway 1 1 1. 33. No outside cart or other storage shall be permitted unless completely screened in a City approved area, excluding cart return areas within parking lot area. 34. Parking lot stripping plan, including directional arrows, stop signs, no parking areas, parking spaces shall be approved by the Community Development and Public Works Departments prior to issuance of building permits. 35. Plot Plan or Conditional Use Permit applications, as deemed necessary by C -P -S Zone requirements, shall be processed for each pad site. 36. The Planning Commission shall conduct annual reviews of this Specific Plan. During each annual review by the Commission, the developer/applicant shall be required to demonstrate good faith compliance with the terms of the Specific C0"PR IIV.4oa 6 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OFAPPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 Plan. The applicant/developer of this project hereby agrees to furnish such evidence of compliance as the City, in the exercise of its reasonable discretion, may require. Evidence of good faith compliance may include, but shall not necessarily be limited to, good faith compliance with the requirements of the Specific Plan. Upon conclusion of the annual review, the Commission may extend the approval period for 12 months at a time. 37. Temporary access from signalized Highway 1 1 1 access to Phase 1, shall be paved as required by Public Works Department and Fire Marshal. 38. All outside storage areas shall be completely screened with architecturally compatible materials, so as not to be visible from adjacent streets, properties parking lots. 39. "Plaza area shall be provided in front of shops between Major "A" and "B". Plaza to include landscaping, hardscape, street furniture, and accent features(s). 40. All compact spaces shall be clearly marked "compact cars only". 41. Circulation of the aisle next to the pads in Phase 1 parallel to Washington Street and Highway 1 1 1 shall be reviewed to eliminate all 90 -degree and abrupt turns to the satisfaction of the Community Development Department. FIRE MARSHAL: 42. All water mains and fire hydrants providing the required fire flows shall be constructed in accordance with the City Fire Code in effect at the time of development. 43. Buildings shall be constructed so that the required fire flow does not exceed 3500 gallons per minute, or additional mitigation measures approved by the Riverside County Fire Department and the City of La Quinta will be required. 44.*** PUBLIC WORKS D-EPARTMENT: 45. The applicant shall have a registered civil engineer prepare the grading plan. The engineer who prepares the grading plan shall: COYLAP,p1 .402 7 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OFAPPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 A. Provide written certification prior to issuance of any building permits that the constructed rough grade conforms with the approved grading plans and grading permit. B. Provide written certification .of the final grade and verification of pad elevations prior to receiving final approval of the grading. 46. The applicant shall submit a copy of the proposed grading, landscaping and irrigation plans to the Coachella Valley Water District for review and comment with respect to the District's Water Management Program. 47. A thorough preliminary engineering, geological, and soils engineering investigation shall be conducted with a report submitted for review along with the grading plan. The report recommendations shall- be incorporated into the grading plan design prior to grading plan approval. The soils engineer and/or the engineering geologist must certify to the adequacy of the grading plan. Pursuant to Section 11568 of the Business and Professions Code, the soils report certification shall be indicated on the final subdivision map. 48. All underground utilities located in the right-of-way shall be installed, with trenches compacted to City standards, prior to construction of any street improvements. A soils engineer retained by the applicant shall provide certified reports of soil compaction tests for review by the Director of Public Works. 49. The applicant shall pay all fees charged by the City as required for processing, plan checking and construction inspection. The fee amount(s) shall be those which are in effect at the time the work is undertaken and accomplished by the City. 50. A Caltrans encroachment permit must be secured prior to construction of any improvements along State Highway 1 1 1, and all Caltrans requirements shall be implemented. 51. An encroachment permit for work in any abutting local jurisdiction shall be secured prior to constructing or joining improvements. 52. Prior to issuance of any building permit, any existing structures which are to be removed from the property shall have been removed or there shall be an C0124PPVV 402 8 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OF APPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 agreement for the removal which shall be secured by a faithful performance bond in a form satisfactory to the City and granting the City the right to cause any such structures to be removed. 53. The right-of-way dedications for public streets shall be as follows: A. Washington Street: 60 -feet half -street plus additional right-of-way for extra lanes at Washington/Highway 1 1 1 intersection, all as needed on . east side of the centerline of the adopted Washington Street Specific alignment. B. Highway 1 1 1: 60 -feet half -street minimum or as required by Caltrans, plus additional right-of-way for extra lanes at Washington/Highway 1 1 1 intersection as needed. C. Adams Street: 44 -feet half -street plus additional right-of-way for appropriate transition and turning lanes at the intersection of Highway 111 as required by the Director of Public Works to compliment the future Primary Arterial street improvements south of Highway 111. 54. Access to the site from public streets shall be as follows: A. Highway 111, as approved by Caltrans. B. Adams Street 1.) Full access to Adams Street shall occur at three locations only, none of which may be closer than 250 -feet from the Highway 111 intersection centerline. The northerly access shall be constructed at a location that provides adequate sight distance in both directions. C.** Washington Street 1.) Right turn -in only access from Washington Street may be allowed in conjunction with the access described in 2) below, subject to satisfaction of safety concerns of the Director of Public Works. 2.) The City will allow a full four way turn access at Washington Street at the northerly boundary of the site near the bridge, provided all traffic safety concerns of the Director of Public Works are adequately addressed, and subject to any required corJ_ 4PWV402 9 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OFAPPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 approvals from Riverside County or other applicable agencies. Intersection improvements including signals shall be installed by applicant as required based on traffic loads, as determined by the Director of Public Works, subject to reimbursement of 50% of the cost thereof. 55. Applicant shall pay 100% of the cost for design and construction of the following street improvements: A. In general, the applicant is responsible for all street improvements on the "development side" of the street centerline for all streets adjacent to the development site, unless specifically conditioned otherwise. All street improvements, including street lighting, shall be designed in accordance with the requirements of the Director of Public Works and Caltrans where appropriate. B. Washington Street: From Highway 111 to the White water Channel bridge: half - width General Plan street improvements and appurtenant conforms and amenities including an 8 -foot wide sidewalk, plus additional turning lanes at the Highway 111 intersection in accordance with the Washington Street Specific Plan. C.* Highway 111: From Washington to Adams Streets: as a minimum, Caltrans may require more, half -width General Plan street improvements and appurtenant conforms and amenities, plus turning lanes at the intersections, plus transitions as needed beyond the limits of the development site. The transitions are eligible for reimbursement. D.** Adams Street: From Highway 111 to northerly most driveway: half -width General Plan street improvements including all appurtenant conforms and amenities, plus a 14 -foot wide northbound travel lane, plus turning lanes and appropriate transitions as needed at the Highway 111 intersection to match the Primary Arterial street I movements on Adams Street south of Highway 111 (per Owners Participation Agreement). 56. Applicant shall accept responsibility for preparation of street plans at locations determined by the Director of Public Works. 57. (Deleted per Owners Participation Agreement). 58. The City reserves the right to add additional public facilities as needed to the Mello -Roos District being formed to fund the public facilities in the project area. The has no fiscal responsibility for improvements added to the District by the City that are not a Condition eonaPPVX402 to 0 0 RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OFAPPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 of Development for this Specific Plan. 59. Traffic signals, including interconnect, are required at the following intersections; the applicant shall pay a proportional share for the design and construction of these signals as follows: A. Highway 111/Washington Street 100% front-end funding, 75% reimbursement B. Highway 111/Simon Drive 100% front-end funding, 50% reimbursement C. Highway 111/Washington Square 100% front-end funding, 50% reimbursement D. Highway 111/Adams Street 100% front-end funding, 75% reimbursement the applicant shall pay 7.25% of the cost to design and construct the Washington Street bridge expansion across the White water Channel. 60. (Deleted per Owners Participation Agreement). 61. The applicant shall provide subterrain storm drain facilities that will remove run-off from the 100 -year storm without causing ponding or flooding of the on-site parking lots and access roads, Highway 111, Washington Street, and Adams Street. 62. (Deleted per Owners Participation Agreement). 63. The applicant shall relocate all existing overhead utility lines that are adjacent to the site on the "development" side of the street centerline, or cross the site, to underground facilities. All future utilities that will serve the site shall also be located underground. Power lines rated above 12,500 volts are excluded from the undergrounding requirement. 64. Applicant shall design loading docks that front along the White Water Channel in a manner that the ingress to the docks occurs only from Adams Street and egress occurs only at Washington Street. 65. Trash dumpsters located within public view shall be partially recessed below grade and aesthetically landscaped on three sides and aesthetically gated on the fourth, or as otherwise approved by the Community Development Department. 66. The applicant shall dedicate easements for public landscape and sidewalk purposes between the street right of -way and parking lot edge and/or building along the site boundary streets. The landscape improvements shall be designed and installed by the applicant in accordance with the Director of Public Work's requirements. The width of the landscaped easement/setback areas shall be as follows: A. Washington Street B. Highway 111 CO17Ap,71/V402 f f RESOLUTION 96-53 EXHIBIT 'A" CONDITIONS OF APPROVAL - RECOMMENDED SPECIFIC PLAN 89-014, AMENDMENT #2 JULY 2, 1996 C. Adams Street 34 -feet 50 -feet 10 -feet. The applicant, through C.C.& R.'s placed on future property owners located in the development, shall implement a method to fund and administer maintenance of the landscaped setback area and contiguous parkways. 67.* The applicant may obtain reimbursement from the Mello -Roos District for those portions of the improvements specifically noted in these Conditions as eligible for reimbursement, if the District is successfully formed and if the improvements are installed at the applicant's expense prior to availability of bond proceeds. If the improvements are funded with bond proceeds from the Mello -Roos District, the applicant is relieved of the special tax for those portions of the improvements specifically noted in these Conditions as eligible for reimbursement. 68.**The applicant shall dedicate land for an Imperial Irrigation District substation and Coachella Valley Water District well site (per CVWD letter dated January 5, 1990) prior to final approval of any land division map prepared for this commercial site. 69. Applicant shall pay all fees and costs, including wages and overhead, incurred by the City attributable to this commercial development as it pertains to the City Lead Agency role in plan preparation, administration, plan checking and inspection of the public improvements of Highway 111. 70.* * * *All roof and wall mounted mechanical type equipment shall be installed or screened with architecturally compatible materials so as not to be visible from surrounding properties and streets to the satisfaction of the Community Development Director and/or the Planning Commission. Working drawings showing all proposed equipment and how they will be screened shall be submitted and approved prior to issuance of building permit. 71.+ Drive through facilities shall be developed as follows: ++ A. Not more than five drive through facilities shall be permitted within the specific plan. B. All drive through facilities shall be screened by a combination of berms, walls, and landscaping so that the cars using the drive through facilities will not be visible by pedestrians and cars on the perimeter sidewalk and street in a manner satisfactory to the Community Development Director. C. Conditional Use Permit applications shall be processed for each drive through facility. con APAM .4o2 12 CERTIFICATE OF AUTHENTICITY I, SAUNDRA L. JUHOLA, CITY CLERK OF THE CITY OF LA QUINTA, CALIFORNIA, DO HEREBY CERTIFY THAT THE FOREGOING RESOLUTION NO. 96-53 WAS ADOPTED BY THE LA QUINTA CITY COUNCIL IN A REGULAR MEETING HELD ON THE 2ND DAY OF JULY, 1996 AND HAS NOT BEEN AMENDED OR REPEALED. Dated: July 11, 1996 � �UNDRAU OLA, City Clerk City of La Quinta, California ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM PREPARED FOR. } r WASHINGTON ADAMS L.P. 2377 CRENSHAW BOULEVARD SUITE 300 TORRANCE, CALIFORNIA 90501-3325 (213) 618-3620 SUBMITTED TO: ODUII CITY OF LA QUINTA RECE n9r i P.O. BOX 1504 78-105 CALLE ESTADO MAY 2 4 199 i LA QUINTA, CALIFORNIA 92253 CRY OLie Q UiNTA 619 564-2246 'LANNING & DEVELOPMENT DEPT. Lg Ulti Approved by: y Reso ❑ Planning Commission .,,...� LI City COL)nCil CommuDev. Dept. Initials . Case No. 1 -O L J �— ExhibitMCG .� ❑ With Conditions McClellan / Cruz / Gaylord & associates Architecture - Planning - Interiors 18201 Von Karman Ave. Ste. 250 -Irvine, CA. 92715-1028 (714) 553-1117 APRIL, 1991 SIGN PROGRAM 89156.04 ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM PURPOSE: The purpose of this sign program is to insure a continuity in graphic elements throughout the One Eleven -La Quinta project. It is the intent of this sign program to provide individual tenants maximun sign exposure, without visual clutter and in a manner that will enhance the overall image of the project. Signs shall be submitted to the City and Washington Adams L.P. (Developer) for review and approval. Developer shall determine specific location and spacing of signs. CONDITIONS: Each tenant is responsible for providing their own sign. Each tenant is responsible for obtaining all required sign and building permits from the City of La Quinta. Signs as outlined in this sign program are the only signs allowed. The criteria in this sign program shall be strictly enforced. APPROVAL PROCESS: Each tenant sign must be submitted to Developer and The City of La Quinta Planning Dept. for approval. The drawings to be submitted must clearly indicate sign size, color, construction material, location, message and type face per the specifications identified in this program. Deviations from this program may require approval by City's Design Review Board and/or Planning Commission. 1 ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM MONUMENT SIGNS - MAJOR TENANTS CENTER I.D. SIGN pg. 3 TENANT MONUMENT SIGN pg. 4a -c LOCATION MAP pg. 5 ELEVATION - PAYLESS pg. 8-9 ALBERTSON'S pg. 6-7 H.I.C./SOFT GOODS pg. 10-13 WAL-MART pg. 14-16 SECONDARY SIGN LOCATION LOCATION MAP SHOPS TYPICAL ELEVATIONS TYPICAL SECTIONS LOCATION MAP PAD/SHOPS I I I I TYPICAL ELEVATIONS TYPICAL SECTIONS LOCATION MAP 2 'e,l-.5li I ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM 4' X 4` ACCENT TILE � :XTEROR CEMENKSTUCCO ;AWT ED N. COLU 14N BASE PAINTED 1 EXPOSED ACCENT NEON PRECAST CONCRETE CAPS PAINTED TO MATCH BACKGROUND EXTERIOR CEMENT STUCCO BACKGROUND U TTERIOR ILLUMINATED INDIVIDUAL CHANNEL LETTERS ■ as INS; NIAJ*'R TENA T :ICE 10-0, ELEVATION CENTER I.D. SIGN SCALE: 1i4"-1'-0" DOUBLE FACED SIGN WITH 12" HT. INDIVIDUAL INTERNALLY ILLUMINATED PLEXIGLASS LETTERS EXTERIOR CEMENT STUCCO. THREE MAJOR TENANT NAMES MAXIMUM ARE ALLOWED. TENANT LETTER COLORS & STYLE TO MATCH THEIR BUILDING SIGNS. PURPOSE: PROJECT IDENTIFICATION QUANTITY: 4 SIGN AREA: 150 S.F. PER SIGN LOGO COLOR: GREEN & PINK NEON BACKGROUND COLOR: BEIGE & CREAM WITH TAN BASE MATERIAL: EXTERIOR CEMENT STUCCO 3 ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM PRECAST CONC. CAP-PAINTJ EXTERIOR CEMENT PLASTER TO MATCH BACKGROUND (PAINTED) 4"x4" ACCENT TILE MONUMENT SIGN ALE: 3/8"=l' -O" DOUBLE FACED SIGN WITH 8" HT. INDIVIDUAL INTERNALLY ILLUMINATED PLEXIGLASS LETTERS EXTERIOR CEMENT STUCCO. LOCATION AND LETTERING TO BE APPROVED { BY DEVELOPER & CITY AS PART OF C.U.PyPROCESS. i1hlel --I 'ON (-,p)4e , blA I PURPOSE: TENANT IDENTIFICATION a � p Io -I- p �� ✓\ Ic�-��lt1L QUANTITY: 4 SIGN AREA: 50 S.F. PER SIGN LETTER STYLE: TENANT TO SUBMIT FOR SPECIFIC APPROVAL AS PART OF C.U.P. PROeE98- d IZ Ply plAVk Vrcoc LETTER COLOR: TENANT LETTER COLOR TO MATCH THEIR BUILDING SIGNS. BACKGROUND COLOR: BEIGE & CREAM WITH TAN BASE MATERIAL: EXTERIOR CEMENT STUCCO SCHEME 1 OPTIONAL 4a ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM PRECAST CONC. CAP -PAINT TO MATCH BACKGROUND 4"x4" ACCENT TILE--\ EXTERIOR CEMENT PLASTER (PAINTED) 11 W 1J �rii J co Lr-tii� i L1 I�-�3 U --i 10'-0" MONUMENT SIGN SCALE: 3/8"=1'-0" DOUBLE FACED SIGN WITH 8" HT. INDIVIDUAL INTERNALLY ILLUMINATED PLEXIGLASS LETTERS EXTERIOR CEMENT STUCCO. SCHEME 2 OPTIONAL 4b ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM PRECAST CONC. CAP -PAINT TO MATCH BACKGROUND 4"x4" ACCENT TILE d w EXTERIOR CEMENT PLASTER (PAINTED) MONUMENT SIGN SCALE: 3/8"=l' -O" DOUBLE FACED SIGN WITH S" HT. INDIVIDUAL INTERNALLY ILLUMINATED PLEXIGLASS LETTERS EXTERIOR CEMENT STUCCO. SCHEME 3 OPTIONAL 4c z< cc 0) z 0 F- a U O z (7 N U Z 0 z H N W W cc W Q z< �0 om EL <z la z U) LU > o LU w J z W z W J Z a 0 IN z 0 U) cc_ 0W ¢a �a ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM 8o_g9. i Albertsonsa.' INDIVIDUAL ILLUMINATED LETTER SIGN 2" DEEP FORMED PLEXIGLAS FACES #2114 BLUE AND #2648 BLUE. DARK BRONZE SHEET METAL LETTER SIDES, BRONZE TRIM CAP EDGES. WHITE NEON 60 M.A. ILLUMINATION. .. SQUARE FOOTAGE: ALBERTSON = 122 S.F. INCLUDES LOGO 7 9-mW1� ,ii'� ���• •� �. ill µ Mel .,now 0 �11 S �+f I .IVA LLJ z cn 4- r� Lu LU s r CL LLI C LLI LU ,"' • f� M Awl t'F� \ �S rte/ •1 '4 �.Ol. a J CV Ln 0 (D M ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM ON eAl.r. Di'lugli INDIVIDUAL ILLUMINATED LETTER SIGN CANNELUME CONSTRUCTION 8" DEPTH, CUT OUT PLASTIC LTR. FACES INTERNALLY ILLUMINATED WITH TWO TUBE 60 M.A. NEON. COLOR: STANDARD PAYLESS DRUG RED COLOR SQUARE FOOTAGE: PAYLESS = 94 S.F. DRUG = 60 S.F. TOTAL SIGN AREA = 154 S.F. a z� 0 ccIL �(!) z z cn w > o w w .j z LU z W ,aj z a O 10 W f WW m m 00 0 U Ow❑ J � � a N W Lz1J cr- O a�j U pW O v aw C �cnm ZU cr NZQ� WN a>w �a N>' W � ~ wo a �cn a W �a �a 10 • • lei � t Li�4t- 1 RAO r .. MVP Flip I = • lei � t Li�4t- 1 MVP Flip I = � �� `ter • _ ��ON I t • • r . �s � I►� ,��.w�. Yip � .R• _ yunow- I Rome a za �o OX IL J � z in W > a W W J Z W Z W J z a O cn z a CC _ o� Qa CL 14 Q z� 5(0.5 a Qz J � z cn w > o w w J z W z W J Z a 0 w J J cc J Q h - w w H Z_ 4 a v cw Oct z< c� aZ Zcn W >w LUo J Z W Z a W Z a o ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM LANDSCAPI tA PHASE MAJOR SIGNS (LOCATION) W4UILM E EASaNT 17 Bl 4e ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM 0. LIMITS $29 LOADING 10% ltYITS S► fft V -N PHASE I MAJOR SIGNS (TYP. LOCATION) tp H.I.C. 39900 5F III -N SPRINKLED 22 2* 24 24 T IT IT 1T 1T iA 30' a L7 17 zo lu ONE ELEVEN -LA QUINTA PLANNED SIGN PROG-RAM PHASE 11 MAJOR SIGNS (TYP. LOCATION) 19 ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM BT- - JOR 300 SF q -M I NKLED PHASE II MAJOR SIGNS (LOCATION) l ft -a" UWAh v -N SPRul m I ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM -•---------_.--_._� I 30,000 sv MURE EXPANSION I a PHASE III MAJOR SIGNS (LOCATION) 21 ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM I Leasehold WidthLeasehold Width (Varies)(Varies) Lease Line —� Lease Line MINOR TENANT SIGNS (PRIMARY) PURPOSE: MAJOR IDENTIFICATION QUANTITY: ONE PER LEASE AREA FRONTAGE. CORNER END 8" ER ATE TE A ;T SPACES MAY SPLIT ALLOWABLE FRONTAGE SIGN AREA AMONG TWO SIGNS.-((-- 510iK15 Tu lbe- 5CIOA NET SIGN AREA A: AS DEFINED ABOVE, NOT TO EXCEED 50 S.F. MAX.' lTSP )e'( ZC)' t�3i'lfvt. (INCLUDING TENANT LOGO) oh e- VneY'(�V►� �►'�. Kn Q V- 25 dl, p-' 4 ► eA- Gl c-ii1-vUG�D . NET SIGN AREA B: AS DEFINED ABOVE (TOWER LOCATIONS), `NOT TO EXCEED 50 S.F. MAX.' - INCLUDING TENANT LOGO LETTER STYLE: HELVETICA LIGHT OR AS APPROVED BY CITY AND DEVELOPER.' COLORS: WHITE/RED/BLUE/GREEN/YELLOW OR AS APPROVED BY DEVELOPER.' MATERIAL: PLEXIGLAS FACE, MATTE BLACK PAINTED ALUMINUM CAN. INTERNALLY ILLUMINATED INDIVIDUAL LETTERS. 2 U r.�--t) of'- ccp { DK NET SIGN AREA C (ADDRESS): LETTER STYLE: 6" HELVETICA LIGHT . COLORS: "FRAZEE", CZ -5880W MATERIAL: DIECUT FACED LETTERS ` NATIONAL OR REGIONAL TENANTS WITH MORE THAN 5 OUTLETS WILL BE ALLOWED TO USE THEIR STANDARD SIGN, NO TWO ADJACENT SEPERATE TENANT SIGNS SHALL BE THE SAME COLOR WITHOUT CITY APPROVAL. ONE COLOR ONLY PER SIGN OTHER THAN LOGO UNLESS APPROVED BY CITY. -rP5ff pt2vV L51 ons alai?u i ce, f LAylh m/, �yy� I� y► 22 ONE ELEVEN LA QUINTA PLANNED SIGN PROGRAM UNDERCANOPY SIGN j IDENTIFICATION SIGN CENTERED ON SHOP ENTRANCE i 11' 0' N T - SIGN EQ. 316" EQ. 0 r 0' MINOR TENANT SIGNS (SECONDARYI PURPOSE: SHOP IDENTIFICATION QUANTITY: ONE PER LEASE SPACE SIGN AREA -3.5 S.F. LETTER STYLE: HELVETICA LIGHT COLORS: WHITE/RED/BLUE/GREEN/YELLOW TO MATCH PRIMARY SIGN OR AS APPROVED BY DEVELOPER AND CITY. MATERIAL: WOOD OR WOOD LIKE MATERIAL UNDERCANOPY SIGN OPTIONAL PER DEVELOPER 23 ONE ELEVEN -LA QUINTA PLANNED SfSN PROGRAM LANDSCAPING oor-5:;) PHASE SHOP SIGNS (LOCATION) TYPICAL 24 ONE ELEVEN -LA QUINTA PLANNED SIGN PROGRAM t� T 23 T A' l ,. 4 I ;. SI >! TEN T DI 2V I z \ t , 46, I pj MUL 1* j ANT DITION PLAZA 50- L NOTE: CRITERIA IS SAME AS FOR "MINOR TENANT SIGNS (PRIMARY)" ON PAGE 22 EXCEPT LETTER SIZE IS 24" AND SIGN AREA FOR EACH SIGN IS ONE S.F. PER LINEAR FOOT OF LEASE AREA WIDTH UP TO MAXIMUM OF 50 S.F. PER EXTERIOR FRONTAGE TO STREET OR PARKING AREA. DEVIATIONS REQUIRE CITY APPROVAL. ONE SIGN PER BUILDING SIDE PER TENANT WILL BE ALLOWED UNDER THIS SIGN PROGRAM. SERVICE STATION PRICE SIGNS - ONE SIGN PER STATION, DETAILSSUBJECT TO CITY AND OTHER AGENCY APPROVALS. PHASE I ■ PAD SIGNS (LOCATION) TYPICAL ■ 25 5 Z(f) W WLU J Z W Z W J Z� O 0 W z U O = 7 Q O O � U LL9 m ❑O z g Q� 0 W ❑ L. Suj2 M N ❑ O R ❑ Jai m FILE COPD OWNER PARTICIPATION AGREEMENT by and between the LA QUINTA REDEVELOPMENT AGENCY, and WASHINGTON/ADAMS, L.P., AGENCY, PARTICIPANT TABLE OF CONTENTS I. [§100] SUBJECT OF AGREEMENT A. [§101] Purpose of Agreement B. [§102] The Redevelopment Plan C. [§103] The Project Area D. [§104] The Site E. [§105] Parties to the Agreement 1. [§106] The Agency 2. [§107] The Participant 3. [§108] Prohibition Against Change in Ownership, Management and Control of Participant II. [§200] DEVELOPMENT OF THE SITE A. [§201] Development of the Site by the Participant 1. [§202] Scope of Development 2. [§203] Design Concept Drawings; Design Review Board 3. [§204] Construction Drawings and Related Documents 4. [§205] Agency Approval of Plans, Drawings, and Related Documents 5. [§206] Cost of Construction 6. [§207] Construction Schedule 7. [§208] Indemnification During Construction; Bodily Injury and Property Damage Insurance 8. [§209] City and Other Governmental Agency Permits 9. [§210] Rights of Access W IV. V. [§300] FINANCING OF THE INFRASTRUCTURE IMPROVEMENTS A. 10. [§211] Local, State and Federal Laws Participant Infrastructure Improvements B. 11. [§212] Antidiscrimination During Construction C. B. [§213] Submission of Evidence of Agreements by Brokers Major Retailers USE OF THE SITE C. [§214] Taxes, Assessments, Encumbrances and Liens D. [§215] Prohibition Against Transfer of the Site, Maintenance of the Site D. the Buildings or Structures Thereon and E. [§405] Assignment of Agreement E. [§216] Certificate of Completion F. [§217] Adjustments to Conditions GENERAL PROVISIONS [§300] FINANCING OF THE INFRASTRUCTURE IMPROVEMENTS A. [§301] Participant Infrastructure Improvements B. [§302] Agency Infrastructure Improvements C. [§303] Conditions Precedent D. [§304] Brokers [§400] USE OF THE SITE A. [§401] Uses B. [§402] Effect and Duration of Covenants C. [§403] Maintenance of the Site D. [§404] Rights of Access E. [§405] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction [§500] GENERAL PROVISIONS A. [§501] Notices, Demands and Communications Among the Parties B. [§502] Conflicts of Interest C. [§503] Enforced Delay; Extension of Times of Performance D. [§504] Nonliability of Officials and Employees of the Agency VI. [§600] DEFAULTS AND REMEDIES A. [§601] Defaults -- General B. [§602] Legal Actions 1. [§603] Institution of Legal Actions 2. [§604] Applicable Law 3. [§605] Acceptance of Service of Process C. [§606] Rights and Remedies Are Cumulative D. [§607] Inaction Not a Waiver of Default E. [§608] Remedies and Rights Prior to Conveyance 1. [§609] Damages 2. [§610] Specific Performance 3. [§611] Termination by the Participant 4. [§612] Termination by the Agency VII. [§700] SPECIAL PROVISIONS A. [§701] Submission of Documents to the Agency for Approval B. [§702] Amendments to this Agreement VIII. [§800] ENTIRE AGREEMENT, WAIVERS IX. [§900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY Attachment No. 1 Attachment No. 2 Attachment No. 3 Attachment No. 4 Attachment No. 5 Attachment No. 6 Attachment No. 7 ATTACHMENTS Map Legal Description Schedule of Performance Scope of Development Certificate of Completion Agreement To Be Recorded Affecting Real Property Agreements With Taxing Agencies (iv) OWNER PARTICIPATION AGREEMENT THIS AGREEMENT (the "Agreement") is entered into by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and WASHINGTON/ADAMS L.P., a California limited partnership (the "Participant") and is effective as of , 1991 (the "Effective Date"). The Agency and the Participant hereby agree as follows: I. [§100] SUBJECT OF AGREEMENT A. [§101] Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the La Quinta Redevelopment Project Area No. 2 (the "Project") by providing for the development of certain property situated within the Project Area (the "Project Area") of the Project. That portion of the Project Area to be developed pursuant to this Agreement (the "Site") is depicted on the "Map", which is attached hereto as Attachment No. 1 and incorporated herein by reference. This Agreement is entered into for the purpose of developing the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City of La Quinta, California (the "City") and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. B. [§102] The Redevelopment Plan The Redevelopment Plan was approved and adopted on May 16, 1989 by Ordinance No. 139 of the City Council of the City of La Quinta; said ordinance and the Redevelopment Plan as so approved (the "Redevelopment Plan") are incorporated herein by reference. C. [§103] The Project Area The "Project Area" is located in the City of La Quinta, California (the "City") the exact boundaries of which are specifically described in the Redevelopment Plan. D. [§104] The Site The Site is that portion of the Project Area designated on the Map (Attachment No. 1) and described in the "Legal Description", which is attached hereto as Attachment No. 2 and is incorporated herein by reference. E. [§105] Parties to the Agreement 1. [§106] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at 78-105 Calle Estado, La Quinta, California 92253. "Agency", as used in this Agreement, includes the La Quinta Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. 2. [§107] The Participant For the purposes of this Agreement, the Participant is Washington/Adams L.P., a California limited partnership. All correspondence pertaining to this Agreement shall be sent to the Participant's principal office in care of Transpacific Development Company, 2377 Crenshaw Boulevard, Suite 300, Torrance, California 90501, or such address as may be specified or amended by the Participant upon written notification to the Agency. 3. [§108] Prohibition Against Change in Ownership, Management and Control of Participant The qualifications and identities of the Participant and its associates are of particular interest to the Agency. It is because of these qualifications and identities that the Agency has entered into this Agreement with the Participant. Consequently, no person, whether a voluntary 4 or involuntary successor of Participant shall acquire any z� rights or powers under this Agreement nor shall the Participant assign all or any part of this Agreement,'without the prior written approval of the Agency which shall not be unreasonably withheld. Unless such assignment is approved by Agency acting in its discretion, the current Participant managing agent must retain management control of the Participant. Any purported transfer of control, voluntarily or by operation of law, except with the prior written consent of the Agency, shall render this Agreement absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. In the absence of specific written agreement by the Agency, no such transfer, asssignment or approval by the Agency shall be deemed to relieve the Participant or any other party from any obligation under this Agreement. 02/26/91 3927u/2338/09 -2- All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Participant and the permitted successors and assigns of the Participant. Whenever the term "Participant" is used herein, such term shall include any other permitted successors and assigns as herein provided. The restrictions of this Section 108 shall terminate and be of no further force and effect upon the latter of (i) opening of a full-service Walmart Department Store of an estimated 126,000 square feet but not less than 120,000 gross leasable area on the Site and (ii) the issuance by the Agency of a Certificate of Completion for completion of "Stage Two", as hereinafter defined in the Scope of Development (Attachment No. 4), pursuant to Section 216 of this Agreement. II. [§200] DEVELOPMENT OF THE SITE A. [§201] Development of the Site by the Participant 1. [§202] Scope of Development The Participant shall, by the respective times established therefor in the Schedule of Performance (Attachment No. 3): (i) commence and complete or cause to be commenced and completed all of the "Participant Improvements", all as more fully described in the "Scope of Development", which is attached hereto as Attachment No. 4 and is incorporated herein by reference; (ii) complete development of "Stage One" (as defined in the Scope of Development (Attachment No. 4); (iii) cause the opening of Walmart, the "Market," and the "Pharmacy" stores which conform to the requirements of this Agreement; (iv) cause the completion of "Stage Two" (as defined in the Scope of Development (Attachment No. 4). The Market shall be an Albertsons and the Pharmacy shall be a Payless Drugs; provided, however, if a market operator other than Albertsons, ',4ut of like reputation and sales or a pharmacy operator of?>r than Payless, but of like reputation and sales is selected by Participant, the Parties shall confer in good faith so as to obtain approval for such substitution by the Agency. In the event that Participant secures an agreement with such an alternative to an Albertsons and/or a Payless Drugs, the Agency shall have the authority to determine the "comparable" nature of said alternative. The Agency shall exercise good faith and consider the information provided by the Participant as well as such other information -- for example, the size of the corporation, or the number of units in Southern California regional advertising -- as the Agency shall deem appropriate. In the event that the Participant, acting in its reasonable discretion, submits for approval to Agency, 02/26/91 3927u/2338/09 -3- instead of an alternate Market or Pharmacy operator, a retail tenant of comparable regional reputation as Albertsons and/or Payless Drugs, and the average annual retail sales are reasonably expected to be of comparable quality and to generate comparable sales tax revenues to the City or the Agency as is estimated for the Albertsons and/or Payless Drugs operation, then notwithstanding the fact that such alternate businesses are not in the same business as a Market or a Pharmacy the Agency shall confer in good faith with Participant to determine if the financial projections for the Project sales tax generation are likely to be substantially unaffected, and upon such determination shall not unreasonably withhold its approval for substitution. Following such approval by the Agency such business shall be deemed to be a Market or a Pharmacy, respectively, for purposes of satisfying the obligations of Participant pursuant to this Agreement. As of the time established in this Agreement for completion of the Participant Improvements (as hereafter defined in the Scope of Development (Attachment No. 4), the Participant shall have: (a) developed on the Site a retail center consisting of approximately 617,694 square foot, and not less than 553,500 square feet having a taxable, assessed value of not less than Ten Million Dollars ($10,000,000); and (b) completed the Participant Improvements in conformity with this Agreement, including, without limitation, the Scope of Development (Attachment No. 4). The Participant shall construct or cause to be constructed the Participant Improvements in compliance with all the zoning, planning and design review requirements of the City of La Quinta, the Redevelopment Plan and the Municipal Code of the City of La Quinta. All construction undertaken on the Site or as part of the Participant Improvements shall conform to all conditions and requirements of: Specific Plan 89-014 ("Specific Plan"), Tentative Parcel Map 25865, Plot Plan 90-434 ("Plot Plan"), the applicable provisions of the Municipal Code of the City, all the terms of all approvals or permits hereafter granted by the City in relation to the Site all of such approvals, conditions, and permits shall be collectively referred to herein as the "Project Approvals". 2. [§203] Design Concept Drawings; Design Review Board By the respective times set forth therefor in the Schedule of Performance (Attachment No. 3), the Participant shall prepare and submit to the Agency for its approval Design Concept Drawings and related documents containing the overall 02/26/91 3927u/2338/09 -4- plan for development of the Site in sufficient detail to enable the Agency to evaluate the proposal for conformity to the requirements of this Agreement. Design Concept Plans are those plans that are schematic in nature and are prepared exclusively for use during the project formulation and feasibility evaluation stage to graphically communicate development intent. The Site shall be developed as established in this Agreement and such documents except as changes may be mutually agreed upon between the Participant and the Agency. Any such changes shall be within the limitations of the Scope of the Development (Attachment No. 4). Without necessity of obtaining further consent of the Participant, the Agency may designate the City to act on its behalf to review plans submitted pursuant to this Agreement for processing in accordance with the normal processing used by the City. Any Infrastructure Improvements which require the approval of Caltrans shall be accomplished in conformity with the requirements as shall be established by Caltrans. By the respective times established therefor in the Schedule of Performance (Attachment No. 3), the Participant shall prepare and submit the Design Concept Drawings, elevations, and related documents concerning the development of the Site to the Design Review Board, the Planning Commission, and the City Council for approval at their discretion. In the event of disapproval, the Participant shall revise the submission and resubmit to the Design Review Board, the Planning Commission, and the City Council as soon thereafter as possible; provided, however, if the changes required do not carry out the theme of the Specific Plan and/or the Plot Plan, the Participant may terminate this Agreement pursuant to the provisions of Section 611 herein. 3. [§204] Construction Drawings and Related nocuments By the time set forth therefor in the Schedule of Performance (Attachment No. 3), the Participant shall prepare and submit to the City Community Development Department (Planning Division) construction drawings, landscape plan, and related documents for development of the Site for architectural review and written approval. Approval of the drawings and specifications, as provided in the Schedule of Performance (Attachment No. 3); will be granted if they conform to applicable building and zoning requirements and to the Design Concept Drawings theretofore approved. Any items so submitted 02/26/91 3927u/2338/09 -5- and approved in writing by the City Planning and Development Department shall not be subject to subsequent disapproval by the Agency. During the preparation of all drawings and plans, staff of the Agency and the Participant shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the Agency. The staff of Agency and the Participant shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. If any revisions or corrections shall be required by the City Planning and Development Department or any other official, agency, department, division or bureau of the City of La Quinta having jurisdiction, the Participant shall cooperate to accommodate such requirements; provided, however, if the changes required do not carry out the theme of the Specific Plan and/or the Plot Plan, the Participant may terminate this Agreement pursuant to the provisions of Section 611 herein. 4. [§205] Agency Approval of Plans, Drawings, and Related Documents The Agency hereby delegates to the City the right to approve and/or disapprove architectural and planning review of all the Design Concept Drawings, including any changes therein. Provided that the submissions by the Participant are made timely and are complete, the Participant shall be entitled to receive approval or disapproval of the Design Concept Drawings within the times established in the Schedule of Performance (Attachment No. 3). Any disapproval shall state in writing the reasons for disapproval. The Participant, upon receipt of a disapproval based upon powers reserved by the Agency hereunder, shall revise such portions and resubmit to the City as soon as possible after receipt of the notice of disapproval as provided in the Schedule of Performance (Attachment No. 3); provided, however, if the changes required do not carry out the time of the Specific Plan and/or the Plot Plan, the Participant may terminate this Agreement pursuant to the provisions of Section 611 herein. The times set forth herein for review or approval of plans submitted for the development of the Site and all improvements contemplated by this Agreement assume that the plans submitted are complete and in sufficient detail, with engineering data or other support as necessary, to enable staff to review the plans in an expeditious manner. If the plans and 02/26/91 3927u/2338/09 -6- supporting data are not so complete, then, notwithstanding any provision of this Agreement to contrary effect, the times set forth in this Agreement for the review and approval of plans shall be deemed extended by the period(s) until complete plans and supporting data are submitted. 5. [§206] Cost of Construction Except to the extent otherwise expressly set forth in Section 302 of this Agreement, all of the cost of planning, designing, developing and constructing all of the Participant Improvements, and all demolition and site preparation costs, shall be borne by the Participant. The Participant shall complete or cause to be completed all of the improvements set forth in the Scope of Development (Attachment No. 4) to be constructed on the Site (the "On -Site Improvements") and those infrastructure improvements required in connection with the City's entitlement process to be provided by the Participant or otherwise described in this Scope of Development (the "Infrastructure Improvements"). Those of the Infrastructure Improvements constructed off the Site constitute the "Off -Site Improvements." All improvements set forth in part II of the Scope of Development (Attachment No. 4) (including all of the On -Site Improvements and the Infrastructure Improvements), together constitute the "Participant Improvements." Cost overruns, if any, as may be incurred in connection with the development contemplated by this Agreement shall be borne by the Participant without participation by the Agency or the City. The Infrastructure Improvements consist of two groups, as follows: (i) the "Agency Infrastructure Improvements", and (ii) the "Participant Infrastructure Improvements." The Agency Infrastructure Improvements consist of those certain improvements described in Addendum No. 1 to Attachment No. 4. The Participant Infrastructure Improvements consist of all infrastructure improvements required by the Project Approvals. In addition to the Participant Improvements, the Participant shall dedicate to the respective public or quasi -public agencies intending to be the end users, at no cost, the well site required by the Coachella Valley Water District, being parcel A of Parcel Map 25865 (to be recorded) and the electrical substation parcel required by the Imperial Irrigation District, being Parcel F of that same map. The cost of constructing the "Infrastructure Improvements," as herein defined, shall be borne by the Participant; provided that Section 302 of this Agreement shall be applicable according to its terms. The Participant assumes 02/26/91 3927u/2338/09 -7- the responsibility for the construction of, and shall let contracts for, or cause contracts to be let for, the "Agency Infrastructure Improvements" as hereafter defined in the Scope of Development (Attachment No. 4) substantially in conformity with procedures to be pre -approved by the Agency. The cost of constructing the Agency Infrastructure Improvements shall be borne by the Agency up to the limit established herein, and all additional costs incurred for any reason shall be at the sole cost and expense of the Participant. The Participant additionally assumes all obligation for ensuring conformity with all applicable nondiscrimination, labor standard, and wage rate requirements with respect to the "Agency Infrastructure Improvements" (as hereafter defined in the Scope of Development (Attachment No. 4). 6. [§207] Construction Schedule After the effective date of this Agreement, the Participant shall promptly begin and thereafter diligently prosecute to completion the construction of the Participant Improvements and the development of the Site. The Participant shall begin and complete all construction and development within the respective times specified therefor in the Schedule of Performance (Attachment No. 3). In any event, Participant shall complete all construction and development of the Participant Improvements no later than the respective times provided therefore in the Schedule of Performance (Attachment No. 3). 7. [§208] Indemnification During Construction; Bodily Injury and Property Damage Insurance During periods of construction on the Site and until such time as the Agency has issued to the Participant the Certificate of Completion (as provided for in Section 216 of this Agreement) for the construction of improvements on the Site, the Participant shall defend, assume all responsibility for and hold the Agency, its officers and employees, harmless from, all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), arising from or as a result of the death of any persons or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on or adjacent to the Site; provided, however, in the event the Agency and the Participant are jointly negligent and/or jointly engaged in wilful acts or omissions giving rise to the claims for which the above indemnity is given, then each Party shall bear its pro -rata share of liability. 02/26/91 3927u/2338/09 -8- Prior to the commencement of construction on the Site, the Participant shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of Worker's Compensation Insurance, if applicable, and certificates of bodily injury and property damage insurance policies in the amount of at least THREE MILLION DOLLARS ($3,000,000) combined single limits naming the Agency and the City as additional insureds. If such insurance is a "claims made" policy, it shall be kept in force until the Agency has issued the Certificate of Completion (Attachment No. 5) with respect to each Stage of the work in accordance with the provisions herein contained. The insurance shall include, an endorsement that it is primary, and not contributing with any insurance maintained by the Agency. The certificate of insurance shall additionally contain a statement of obligation on the part of the carrier to notify the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. The Participant shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. B. [§209] City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or within the Project Area, the Participant shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. 9. [§210] Rights of Access` Representatives of the Agency and the City shall have the right of reasonable access to the Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements, so long as they comply with all safety rules. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Executive Director of the Agency. 02/26/91 3927u/2338/09 -9- 10. [§211] Local, State and Federal Laws The Participant shall carry out the construction of the improvements in conformity with all applicable laws, including all applicable federal and state labor standards, provided, however, Participant and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. 11. [§212] Antidiscrimination During Construction The Participant, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Participant will not discriminate against any employee or applicant for employment and shall comply with the antidiscrimination provisions of Section 33050 of the Community Redevelopment Law ("Redevelopment Law") commencing at Section 33000 of the Health and Safety Code of the State of California. B. [§213] Submission of Evidence of Agreements by Major Retailers Within the time established therefor in the Schedule of Performance (Attachment No. 3), Participant shall submit fully executed agreements between the Participant and Walmart, the Market and the Pharmacy (and/or the alternate uses permitted pursuant to Section 202). These respective agreements shall provide for: the development and operation of a full service Walmart Department Store consisting of an estimated 126,.000 square feet but not less than 120,000 square feet; the development and operation of the Market consisting of an estimated 42,500 square feet, but not less than 30,000 square feet; and the development and operation of the Pharmacy consisting of an estimated 27,500 square feet but not less than 24,000 square feet. Participant acknowledges that a Walmart Department Store is a material inducement for Agency's participation in this Agreement. The Agency staff shall approve or disapprove such alternate users within twenty (20) days of receipt of the agreements submitted. C. [§214] Taxes, Assessments, Encumbrances and Liens The Participant shall pay when due all real estate taxes and assessments on the Site, except when such taxes and assessments are contested in good faith in accordance with law. The Participant shall hold harmless the Agency from and against any liability or claim with respect to real estate taxes or assessment in connection with the Site or Participant Improvements thereon. The Participant shall remove or have removed any levy or attachment made on any of the Site or any 02/26/91 3927u/2338/09 -10- part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. D. [§215] Prohibition Against Transfer of the Site the Buildings or Structures Thereon and Assignment of Agreement Prior to the issuance by the Agency of a Certificate of Completion (pursuant to Section 216 of this Agreement) as to any building or structure, the Participant shall not, except as permitted by this Agreement, without prior approval of the Agency make any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Site or of the buildings or structures on the Site. The approval of the Agency may be given by the governing board of the Agency or by the Executive Director of the Agency. Upon receipt of request for such approval in connection with any such total or partial rule, transfer, conveyance, assignment or lease, and following receipt of written request therefor by the Participant, the Agency will consider whether to give such approval. Notwithstanding the foregoing, the Agency designates Walmart Department Store, Albertsons Market, Payless Drugs, Mobil, Shell, or equivalent service station operators as determined in good faith by the Agency, and the American Automobile Association as pre -approved operators, and agrees that the prohibitions of this Section 215 shall not apply to conveyance, leases, or transfers to those pre -approved operators for development and operation in conformity with this Agreement. E. [§216] Certificate of Completion Promptly after completion of all construction and development for each Stage of construction identified as such in Attachment No. 3 and required by this Agreement to be completed by the Participant upon the Site in conformity with this Agreement, the Agency shall furnish the Participant with a Certificate of Completion upon written request therefor by the Participant. Such Certificate shall be substantially in the form of Attachment No. 5 hereto. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be a conclusive determination of satisfactory completion of that Stage of construction required by this Agreement upon the Site and the Certificate of Completion shall so state. The Agency may also furnish the Participant with a Certificate of Completion for portions of the improvements upon the Site as they are properly completed and ready to use if the Participant is not in default under this Agreement. After recordation of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or acquisition), 02/26/91 3927u/2338/09 -11- incur any obligation or liability under this Agreement except that such party shall be bound by any covenants contained in and/or referenced in the Agreement To Be Recorded Affecting Real Property (Attachment No. 6) or other documents establishing covenants on the Site in accordance with the provisions of Section 401 of this Agreement, which shall be applicable according to its terms. The Certificate of Completion shall not be withheld or delayed by the Agency unless the Participant has not then satisfactorily completed the construction required by this Agreement in compliance with the terms and provisions hereof and the approved architectural, landscape,'site, and construction plans, drawings, and specifications for the development of the Site (if applicable). If the Agency refuses or fails to furnish a Certificate of Completion for the Site, or part thereof, after written request from the Participant, the Agency shall, within thirty (30) business days of written request therefor, provide the Participant with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain Agency's opinion of the actions the Participant must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Participant with the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said thirty (30) day period, the Participant shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Certificate of Completion is not a notice of completion'as referred to in the California Civil Code, Section 3093. F. [§217] Adjustments to Conditions 1. The Participant has indicated to the Agency that it will not proceed with the development of the Participant Improvements unless certain conditions of approval are modified or eliminated; such conditions to be modified or eliminated, which shall be designated as the "217(a) Conditions", are set forth in Addendum No. 2 to the Scope of Development (Attachment No. 4). The Participant acknowledges that formal action by the 02/26/91 3927u/2338/09 -12- City would be required to delete or modify the 217(a) Conditions, and that such deletion or modification will not be accomplished by the approval of this Agreement. In the event the 217(a) Conditions are not deleted or.modified in a manner mutually acceptable to the parties by the 180th day after the approval of this Agreement by the Agency, the Participant may, at its option, terminate this Agreement pursuant to Section 611 of this Agreement. If the 217(a) Conditions are not modified or deleted but the Participant does not terminate this Agreement by the earlier of (i) the 180th day after the approval of this Agreement by the Agency or (ii) the last day this Agreement may be terminated pursuant to Section 611, it shall proceed subject to all conditions (other than the 217(b) Conditions) including without limitation the 217(a) Conditions. 2. The Agency and the Participant consent and agree to the deletion of those conditions designated as "217(b) Conditions" in Addendum No. 2 to the Scope of Development (Attachment No. 4). The Agency shall cooperate with the Participant to request that the City delete those 217(b) Conditions from the conditions of approval. III. [§300] FINANCING OF THE INFRASTRUCTURE IMPROVEMENTS A. [§301] Participant Infrastructure Improvements The Participant shall bear the entire cost of the Participant Infrastructure Improvements except to the extent of assistance to be provided by the Agency pursuant to this Agreement with respect to the Agency Infrastructure Improvements. It is contemplated by the parties to this Agreement that financing for the Participant Infrastructure Improvements will be accomplished by the sale and delivery of bonds issued pursuant to the Mello -Roos Community Facilities District Act of 1982, secured by special taxes imposed on privately -owned portions of the Site ("Infrastructure Bonds"). In the event the Participant elects to obtain such financing, then the Participant shall provide a cost deposit to the Agency or other issuing entity, including the City, in the amount established in City policy for the initiation of such financing district formation, and in such event the Agency shall support the issuance of Infrastructure Bonds. In order to facilitiate the formation of the district and issuance of bonds if such election is made, the Participant shall support, execute petitions for, and refrain from protesting the formation of the district or the levy of a special tax in connection with the issuance of the Infrastructure Bonds. Notwithstanding the foregoing, the Participant may elect to obtain private 02/26/91 3927u/2338/09 -13- financing in lieu of the Infrastructure Bonds. The Agency agrees to cooperate with the Participant to serve as the issuer, or in seeking City approval and authorization to serve as the issuer of such Infrastructure Bonds; provided, however, neither the Agency nor the City shall have any obligation or liability with respect to the Infrastructure Bonds. In the event the Agency is the issuer of the Infrastructure Bonds, to the extent legally allowable, the Agency agrees to execute acquisition agreements which will obligate the Agency to reimburse the Participant for the costs of the Infrastructure Improvements for which the Participant paid the costs in advance of the time the proceeds from sale of the Infrastructure Bonds was available, and to provide to any lender selected by the Participant to initially finance that such Infrastructure Improvements all appropriate documents or instruments evidencing this obligation such such lender may reasonably request to implement the obligations of the Agency hereunder. If Infrastructure Bonds are issued, it is mutually understood and agreed that: (i) the entire cost of such financing, including without limitation costs of issuance, debt service, and financial advisement of the Agency, shall be borne by the Participant (provided that the Agency and the City shall retain sole authority to select bond counsel and financial adviser) and to the extent permissible by law all such incidental costs, including the.cost of developer's counsel, shall be reimbursed to Participant by proceeds of the sale of the Infrastructure Bonds; (ii) the bonds shall be unrated unless Participant requests that a rating be obtained (so long as such rating is reasonably obtainable without provision of credit enhancement by Agency or City or the incurring of further obligations by Agency or City); and (iii) neither the Agency nor the City shall have any liability, contingent or otherwise, concerning or with respect to such Infrastructure Bonds. In the event the Infrastructure Bonds have not been issued by the time established in the Schedule of Performance for the satisfaction of the Conditions Precedent (Attachment No. 3), the Participant shall use its best efforts to obtain other financing for the Participant Infrastructure Improvements. B. [§302] Agency Infrastructure Improvements 1. The Parties have agreed that it is appropriate and reasonable, given the cost and benefits of the undertakings pursuant to this Agreement and the regional benefits of certain of the "Agency Infrastructure Improvements" (as defined in the Scope of Development, Attachment No. 4), that the Agency bear certain cost of the Agency Infrastructure Improvements. The parties further agree and acknowledge that it would result in 02/26/91 3927u/2338/09 -14- greater cost to both parties, delay, and frustration of the completion of the undertakings pursuant to this Agreement if the Agency were to directly undertake the construction of the Agency Infrastructure Improvements. The Parties agree, therefore, that the Participant shall construct, or cause to be constructed, the Agency Infrastructure Improvements. If, however, the Participant is in default of its obligations for construction of the Agency Infrastructure Improvements, for which default a cure has not been commenced by Participant within thirty (30) days after notice of default given by the Agency, the Agency may in such event, at its sole option thereafter, elect to construct certain or all of the Agency Infrastructure Improvements. If the Agency should hereafter elect to construct any of the Agency Infrastructure Improvements, it shall notify the Participant of such election when made. 2. The Parties further agree that, due to (i) the interrelationship among the On -Site Improvements, the Participant Infrastructure Improvements, and the Agency Infrastructure Improvements and (ii) to simplify disbursement procedures, public funds will be expended with respect to this Agreement only when defined and completed portions of the Participant Improvements, as such defined and completed portions are identified in this Agreement have been first completed. Because of the timing of Agency Assistance, the parties agree that the Participant shall have the right to advance the costs to construct the Agency Infrastructure Improvements, subject to reimbursement from Agency Bonds. The repayment of such advance is more fully described herein as the Agency Assistance. The Agency Assistance shall not be requested by Participant for the initial construction of the portion of Agency Infrastructure Improvements associated with the construction and opening of the Walmart Department Store until the remainder of the Stage One Improvements are under construction and pads have been poured and are completed for all of the buildings which are included as part of the Stage One Improvements. At the time of such completion of the portion of the Agency Infrastructure Improvements constructed during the Walmart Department Store development, however, and at the commencement of construction of the Market and the Pharmacy, the first portion of the Agency Assistance shall be due and payable to Participant for all portions of the Infrastructure Improvements then completed, including portions completed by or on behalf of Walmart. Agency shall not require a separate assignment of payment agreement from Walmart in favor of Participant in order to honor the reimbursement obligation of this paragraph. When the Stage One development has been completed, the portion of the Agency Assistance for the remainder of the Agency Infrastructure Improvements completed in conjunction with the Stage One development shall 02/26/91 3927u/2338/09 -15- be payable to Participant. Finally, when the Stage Two development has been constructed and completed the remainder of the Agency Assistance shall be due and payable to Participant. The Agency shall make payment to the Participant (the "Agency Assistance") with respect to the actual costs of materials and construction ("Hard Costs") in an amount equal to the lesser of (i) the sum of Three Million One Hundred Fifty -Six Thousand Dollars ($3,156,000) (the "Maximum Amount") or (ii) the cost incurred by the Participant and payable to third parties (unrelated to the Participant, as reasonably determined by the Agency, and without an allowance for overhead or commission on the part of the Participant except to the extent such items are affirmatively included within the "Allowable Soft Costs", as defined below) to construct the Agency Infrastructure Improvements (as identified in Attachment No. 4). Notwithstanding the foregoing, the Maximum Amount shall be reduced by the amount expended by the Agency, if any, to construct such improvement(s) in the event the Agency elects, subject to the conditions herein which permit such election, to construct any portion of the Agency Infrastructure Improvements by the actual amount of material and construction costs, plus an allowance of twelve percent (12%) for overhead, for such items. The Agency Assistance shall be in the form of direct cash contribution, due and payable at the time specified herein. To facilitate the payment obligation of the Agency, the Agency agrees that certain tax increment revenues as defined in Health and Safety Code Section 33670 shall be made available as the source of debt service for bonds of the Agency. The obligation of the Agency for such payments shall represent a debt of the Agency. The use of Three Million One Hundred Fifty -Six Thousand Dollars ($3,156,000) as the Maximum Amount is based upon (i) the completion and opening of Walmart, (ii) the commencement of construction for the Market and the Pharmacy by the respective times established for construction to commence and for foundations to be completed in the Schedule of Performance (Attachment No. 3) for work related to "Stage One", and (iii) the issuance of building permits for "Stage Two" by the respective times established therefor in the Schedule of Performance (Attachment No. 3). If the building permits for the Stage Two improvements have not been obtained by the time required therefor pursuant to that Schedule of Performance (Attachment No. 3), then the Maximum Amount shall be deemed to be the greater of the amount expended for the Agency Infrastructure Improvements as of that date or one-tenth of the assessed valuation of the Site (including land and improvements) as reflected on the secured roll for property tax maintained by the County of Riverside as of the fifth (5th) anniversary of the approval of this Agreement by the Agency, but in no event greater than the limitation set forth herein. 02/26/91 3927u/2338/09 -16- If the Maximum Amount at the fifth anniversary of the Effective Date is, pursuant to this paragraph, less than Three Million One Hundred Fifty -Six Thousand Dollars ($3,156,000), the Maximum Amount shall be subject to adjustment on each anniversary of the Effective Date to adjust the Maximum Amount to the greater of the amount expended for the Agency Infrastructure Improvements as of that date or one-tenth of the assessed valuation of the Site (including land and improvements) as reflected on the secured roll for property tax maintained by the County of Riverside on that anniversary date, until the eighth anniversary of the Effective Date, following which no further adjustments shall be permitted. Participant agrees that no protest concerning the assessed valuation of the Project shall be lodged so long as the assessed valuation does not exceed, with respect to the completion of Stage One and Stage Two Improvements, the amount of Twenty Eight Million Dollars ($28,000,000), including land and improvements, and with respect to the completed Project when lease -up has been completed, the amount of Forty -Five Million Dollars ($45,000,000). The "Allowable Soft Costs" are costs equal to the lesser of (i) the amounts incurred by the Participant with respect to the following categories or (ii) the maximum amounts allowable (as expressed below in percentages of total Hard Costs by categories, all subject to the review and approval by the City Engineer determined at his reasonably exercised discretion, in good faith. The respective categories and amounts are as follows: engineering design -- 4% of Hard Costs; permit fees, plan check and inspections -- 2% of Hard Costs; general contractor fees and costs of complying with conditions and of paying fees -- 8% of Hard Costs; improvement bonds -- 2% of Hard Costs; contingencies -- 2% of Hard Costs. The total of the Allowable Soft Costs shall not exceed the amount of Five Hundred Seventy -Five Thousand, Four Hundred Sixty Dollars ($575,460) (the "Maximum Soft Cost Amount"). A ten percent (10%) retention shall be applied with respect to each category, except for "contingency" (as to which no payment shall be made unless a change order is processed with and approved by by City Engineer). If soft costs are incurred in one category in an amount greater than that set forth above with respect to that category, the excess shall not be deemed to be an Allowable Soft Cost notwithstanding the circumstance that the Maximum Soft Cost Amount will not be realized unless such expense is includable. The funding for the Agency Assistance may be generated by the issuance of tax allocation bonds or notes secured by Countable Tax Increment from the Project Area received by the Agency pursuant to Section 33670(b) of the Health and Safety Code ("Tax Allocation Bonds"). The Parties agree and 02/26/91 3927u/2338/09 -17- acknowledge that it is not anticipated that any Tax Allocation Bonds will be issued unless and until the Participant provides proof of irrevocable commitments for the financing of all of the unconstructed and unfunded Stage One Improvements other than the Agency Infrastructure Improvements. If financing of the Stage One Improvements exclusive of the Agency Infrastructure Improvements is to be provided by Infrastructure Bonds, then the authorization of the Infrastructure Bonds (including the required affirmative vote for the special tax) shall be required as satisfactory evidence that proof of financing has been made with respect to those improvements to be financed by the Infrastructure Bonds. For purposes of this Agreement, Tax Allocation Bonds in a principal amount not greater than the cost of the Agency Infrastructure Improvements shall be referred to as "Agency Bonds." The Agency has no obligation or liability to make any payments by virtue of this Agreement other than the payment of the Agency Assistance as provided in this Section 302. The Participant assumes all responsibility for the timely completion of the "Infrastructure Improvements," as defined in Section 303 of this Agreement and for any costs to provide the Agency Infrastructure Improvements in excess of the Maximum Amount. No interest shall accrue with respect to the Agency Assistance. The sole source which the Agency shall be required to use for payment of debt service on the Agency Bonds is that portion of those certain revenues payable to and received by the Agency pursuant to Section 33670(b) of the Health & Safety Code ("Countable Tax Increment") directly generated by the improvements on Project Area No. 2, exclusive of the following: (i) amounts of revenue generated from Project Area No. 2 which are now or may hereafter become payable by the Agency pursuant to Section 33401 of the Health & Safety Code based upon agreements entered into prior to the date of this Agreement; (ii) such Countable Tax Increment as shall have been pledged to the repayment of indebtedness,' including without limitation bonds, prior to the approval by Agency of this Agreement; and (iii) amounts paid by the Agency, from tax increment generated on the Site, to the Agency's Low- and Moderate -Income Housing Fund; provided that, for purposes of this Section 302, such amounts as so deposited in the Agency's Low- and Moderate -Income Housing Fund shall not be deemed to exceed 20% of all of the revenues allocable to the Agency pursuant to Section 33670(b)of the Health and Safety Code. 02/26/91 3927u/2338/09 -18- 3. Notwithstanding any provision of this Agreement to the contrary, the Agency shall have no obligation to pay any portion of the Agency Assistance and no interest shall, accrue. unless and until the Conditions Precedent (as defined'in Section 303 of this Agreement)'are first satisfied. 4. Disbursement of the Agency Assistance shall be accomplished -by payments as each portion. of the Agency Infrastructure Improvements is completed provided that the correlative on-site improvemaxits.have been accomplished as described in Section.302(2) in accordance with the following procedures: (a) Upon completion of each portion of the Agency Infrastructure Improvements (provided that the Stage One Improvements have been accomplished as provided in Section 302(2)) the Participant shall submit to the Agency a written itemized statement, signed by a representative of the Participant ("Application for Payment") setting forth: (l) a description of the work performed, material supplied and/or costs incurred or due in connection with construction of the Agency Infrastructure Improvements for which disbursement is requested; and. (2) the total amount incurred,. expended and/or due for the requested disbursement. The Application for Payment by the Participant shall constitute a representation and warranty by the Participant that the Participant is in compliance with all of the Conditions Precedent specified in Section 303 of the Agreement. (b) Agency's Right to Condition Disbursements. Payments of portions of the Agency Assistance shall be'made only upon�compietion of defined portions of the Agency Infrastructure Improvements and in compliance with the requirements of this subsection. The Agency shall have the right to condition its disbursement upon Agency's receipt and approval of the following: (1) the Application for Payment; (2)• bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents in the. Participant's possession or under the Participant's control evidencing the total amount expended, incurred or due for any requested disbursement; 02/26/91 3927u/2338/09 _19- (3) engineer's periodic certifications or a similar determination by the City's Department of Public Works of the defined portion of (i) construction that has been completed and its conformance to the plans submitted in accordance with the Agreement and the Scope of Development based upon any such architect's, inspector's and/or engineer's periodic, physical inspections of the Agency Infrastructure Improvements and (ii) confirmation by the City's Department of Public Works that the correlative on-site improvements have been accomplished, and, with respect to Allowable Soft Costs, that the corresponding Infrastructure Improvement has been completed; (4) waivers and releases complying with the provisions of Civil Code Section 3263 of mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights; (5) where the payment is for the completion of one or more of the Agency Infrastructure Improvements, valid, recorded Notice(s) of Completion pursuant to Section 3093 of the Civil Code for the Agency Infrastructure Improvements or any portions of the Agency Infrastructure Improvements for which Notice(s) of Completion may be recorded under applicable laws; (6) the architect's and engineer's, if any, certificate of completion, prior to the final retention disbursement or the final stage disbursement; (7) any other document, requirement, evidence or information in the Participant's possession or under the Participant's control that Agency may reasonably request under any provision of the Agreement, including Section 303, pertaining to satisfaction of all Conditions Precedent. All work for which payment is sought pursuant to this Section 302 shall be completed to the satisfaction of, and approved by, the City Engineer. The Participant shall pay for all labor utilized in connection with the Agency Infrastructure Improvements at the general prevailing rate of per diem wages for work of a similar character in the locality in which the work is performed, to -wit: the City of La Quinta. The Agency shall exercise due diligence in reviewing any such materials and approving payment of the Agency Assistance up to the Maximum Amount prescribed pursuant to paragraph 1 of this 02/26/91 3927u/2338/09 -20- Section 302. Payments of amounts due pursuant to each Application for Payment shall be made by Agency no later than the second regularly scheduled meeting of the Agency after the approval of the City Engineer. C. [§303] Conditions Precedent Notwithstanding any provision of this Agreement to the contrary, the Agency shall not be obligated to make any disbursement of Agency Assistance or any other payment pursuant to this Agreement, unless all of the following conditions precedent are satisfied: 1. the Participant provides proof reasonably satisfactory to the Agency that the Participant is the owner of the Site; 2. the Participant provides proof satisfactory to the Agency that all real property taxes levied with respect to the Site, excepting only those portions of the Site, if any, which have been conveyed to third parties in conformity with this Agreement, have been paid, and that no such taxes are delinquent unless currently being contested; 3. the Participant shall have entered into a binding, irrevocable agreement with Walmart Department Store for the development and operation of a full service Walmart Department Store. The Participant must also secure a binding commitment from the Market and Pharmacy operations (or any one or more alternate user, but only if such alternate user(s) has been approved by Agency as more fully set forth in Section 202), such commitments being subject to the reasonable approval of the Agency; and 4. the Participant shall have complied with applicable provisions of the California Subdivision Map Act and the local subdivision ordinance and all of the Project Approvals; 5. the Participant executes and causes to be recorded the Agreement To Be Recorded Affecting Real Property (Attachment No. 6); 6. there exists no Default, as defined in Section 601 of this Agreement, or event, omission or failure of condition which would constitute a Default after notice or lapse of time, or both; and 02/26/91 3927u/2338/09 -21- 7. the Participant has delivered to Agency all documents, instruments, policies, and forms of evidence or other materials requested by Agency under the terms of this Agreement. The foregoing conditions numbered 1 to 7, inclusive, shall collectively constitute the "Conditions Precedent". D. [§304] Brokers The Agency and the Participant each represents that it has not engaged any broker, agent or finder in connection with this transaction, and each agrees to defend, indemnify and hold harmless the other Party from and against any claim with respect to such commissions based upon the acts of the indemnifying Party. This provision shall not apply to marketing of fee interests or leasehold interests in the retail center, and Agency shall have no liability with respect to payment of any commissions related thereto. - IV. [§400] USE OF THE SITE A. [§401] Uses The Participant covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof, that during construction and thereafter, the Participant, such successors and such assignees, shall devote the Site to the uses specified in the Redevelopment Plan, the Agreement To Be Recorded Affecting Real Property (Attachment No. 6), and this Agreement for the periods of time specified therein. Specifically, the Site shall be used for a retail center consisting of approximately 617,694 square feet and not less than 553,500 square feet. The Center must include: the development and operation of a full service Walmart Department Store consisting of an estimated 126,000 square feet but not less than 120,000 square feet, the development and operation of a full service Market consisting of an estimated 42,500 square feet but not less than 30,000 square feet and the development and operation of a Pharmacy consisting of an estimated 27,500 square feet, but not less 24,000 square feet. Operation of the Site as a retail center by the Participant and/or its successors shall be required to continue without interruption of greater than thirty (30) consecutive days for the period of ten (10) years from the date of opening of Walmart. Additionally, the Participant, such successors and such assignees shall comply with all applicable laws regarding their operations and use of the Site. The foregoing covenant shall run with the land. 02/26/91 3927u/2338/09 -22- The Participant covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons and the Participant and any successors in interest shall comply with the antidiscrimination provisions of Section 33050 of the Community Redevelopment Law ("Redevelopment Law") commencing at Section 33000 of the Health and Safety Code of the State. Such antidiscrimination covenant shall apply with respect to the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Participant itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. All deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry in 02/26/91 3927u/2338/09 -23- the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself [or herself], or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." No member, official or employee of the Agency shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency, or for any amount which may become due to the Participant or successor or on any obligations under the terms of this Agreement. B. [§402] Effect and Duration of Covenants. After issuance of a Certificate of Completion with regard to any portion of the Site, all of the terms, covenants, agreements or conditions set forth in this Agreement relating to such portion shall cease and terminate excepting only the following provisions which shall survive'as follows in accordance with their provisions: 1. Section 401 (insofar as it relates to uses) and Section 403 (maintenance) shall remain in effect until the termination date of the Redevelopment Plan as such Plan may be amended from time to time by proper amendment thereto. 2. Section 401 and 402 (insofar as it relates to antidiscrimination) shall remain in effect in perpetuity. 02/26/91 3927u/2338/09 -24- 3. Article VI (relating to Defaults and Remedies) shall remain in effect to the extent necessary to enforce other provisions of this Agreement. C. [§403] Maintenance of the Site The Participant shall maintain the improvements on the Site and shall keep the Site free from any accumulation of debris or waste materials. The Participant shall also maintain the landscaping required to be planted under the Scope of Development (Attachment No. 4) in a healthy condition. Issuance of a Certificate of Completion by the Agency shall not affect Participant's obligations under this section. D. [§404] Rights of Access The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site or any part thereof at all reasonable times for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to Participant, and Agency shall indemnify and hold Participant harmless from any costs, claims, damages or liabilities pertaining to any entry. E. [§405] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The covenants established in this Agreement and the deeds shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, as to those covenants which are for its benefit. The covenants, contained in this Agreement, and the Agreement To Be Recorded Affecting Real Property (Attachment No. 6) shall remain 'in effect until the termination date of the Redevelopment Plan. The covenants against racial discrimination shall remain in perpetuity. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, 02/26/91 3927u/2338/09 -25- remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. V. [§500] GENERAL PROVISIONS A. [§501] Notices, Demands and Communications Among the Parties Written notices, demands and communications among the Agency, and the Participant shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be given) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency, and the Participant. Such written notices, demands and communications may be sent in the same manner to such other addresses as any party may from time to time designate by mail as provided in this Section 501. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the tenth day from the date it is postmarked if sent by registered or certified mail. B. [§502] Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee'of the Agency shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency, or for any amount which may become due to the Participant or successor or on any obligations under the terms of this Agreement. C. [§503] Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be 02/26/91 3927u/2338/09 -26- in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of another party not consented to by the party seeking to be excused; acts or failures to act of the City of La Quinta or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency, but shall excuse compliance with the affected schedule by the Participant); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform, except, however, soil and subsurface conditions shall be at the sole risk of Participant and shall not provide a basis for the time extensions and default avoidance provisions of this Section. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Participant. Failure of the Participant to secure financing pursuant to the provisions of this agreement or failure to secure requisite commitments from Walmart, the Market and/or the Pharmacy operator, as described in Section 314 of this agreement, shall not constitute a valid ground for delay or extension of times of performance. D. [§5041 Nonliability of Officials and Employees of the Agency No member, official or employee -of the Agency or the - City shall be personally liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency (or the City) or for any amount which may become due to the Participant or its successors, or the Owner or its successors, or on any obligations under the terms of this Agreement. 02/26/91 3927u/2338/09 -27- VI. [§600] DEFAULTS AND REMEDIES A. [§601] Defaults -- General Subject to the extensions of time set forth in Section 503, failure or delay by any party to perform any term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default (claimant) shall give written notice of default to the other party, specifying the default complained of. Except as otherwise expressly provided in Sections 611 and 612 of this Agreement, the claimant shall not institute proceedings against the other party if the other party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and, once commenced, diligently proceeds to complete such cure, correction or remedy. B. [§602] Legal Actions 1. [§603] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 601, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. The Parties to this Agreement specifically desire a rapid and early resolution of any dispute between them which arises out of this Agreement. It is, therefore, agreed that any controversy arising out of this Agreement, whether dealing with breach, interpretation, or otherwise, will be heard by a reference, without a jury, pursuant to the provisions of Section 638 of the California Code of Civil Procedure. °In the event of any action or proceeding, including such a reference brought by either Party against the other under this Agreement, the prevailing Party shall be entitled to recover its actual attorneys' fees and all fees, costs and expenses incurred for prosecution, defense, consultation, or advice in such action or proceeding. In addition to the foregoing the prevailing Party shall be entitled to its actual attorneys' fees and all fees, costs and expenses incurred in any post -judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. 02/26/91 3927u/2338/09 -28- 2. [§604] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. [§605] Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the Agency, service of process on the Agency shall be made by personal service upon the Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Participant, service of process on the Participant shall be made by personal service upon an authorized agent of the Participant and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. [§606] 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. D. [§607] Inaction Not a Waiver of Default Any failures or delays by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [§608] Remedies and Rights of Termination Prior to Conveyance 1. [§609] Damages. If any party defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein) the defaulting party shall be liable to the other party for any damages caused by such default. 02/26/91 3927u/2338/09 -29- 2. [§610] Specific Performance If a party defaults under any of the provisions of this Agreement, any non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days of service of the notice of default, or such other time limit as may be set forth herein with respect to such default, the non -defaulting party at its option may thereafter (but not before) commence an action for specific performance of terms of this Agreement. 3. [§611] Termination by the'Participant This Agreement may at any time prior to the earlier of (i) the funding of the first dollar of Agency Assistance pursuant to Section 202 hereof or (ii) the issuance of Agency Bonds, at the option of the Participant, be terminated by written notice thereof to the Agency, and thereupon neither the Agency nor the Participant shall have any further rights or obligations with respect to this Agreement. 4: [§612] Termination by the Agency In the event that prior to the respective times established therefor in the Schedule of Performance (Attachment No. 3) (or if no time is set forth therein, by the time referenced in the applicable sub -part of this Section 612): a. prior to the issuance of a Certificate of Completion (pursuant to Section 216) for all of the Participant Improvements the Participant (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement; or b. prior to the issuance of a Certificate of Completion (pursuant to Section 216) for all of the Participant Improvements there is a change in the management control of the Participant contrary to the provisions of Section 108 hereof; or C. the Participant does not submit certificates of insurance, construction plans, drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor any such default or failure shall not be cured within thirty (30) days after the date of written demand therefor by the Agency; or 02/26/91 3927u/2338/09 -30- d. the Participant fails to execute and cause the recordation of the Agreement To Be Recorded Affecting Real Property on all the property Participant owns at the Site (Attachment No. 6); or e. prior to the time set forth for the completion of the Participant Improvements the Participant fails to provide to the Agency a copy of a title insurance policy showing that title to the Site is vested in the Participant; or f. the Participant fails to obtain approval by the Design Review Board, the Planning Commission, and the City Council, or fails to obtain building permits; or g. the Participant fail agreements with Walm Pharmacy operation permitted by Agency as prescribed by the 213 hereof; s to enter into binding art, the Market and the or the alternate users pursuant to Section 202) provisions of Section then this Agreement and any rights of the Participant or any assignee or transferee in the Agreement, or arising therefrom with respect to the Agency or the Site, shall, at the option of the Agency, be terminated by the Agency. In the event of termination under this Section 612, if the Agency has not paid any funds as all or part of the Agency Assistance, neither party shall have any rights against the other under this Agreement or with respect to the subject matter of this Agreement. VII. [§700] SPECIAL PROVISIONS A. [§701] Submission of Documents to the Agency for Approval. Whenever this Agreement requires the Participant to submit plans, drawings or other documents to the Agency for approval, which shall be deemed approved if not acted on by the Agency within the specified time, said plans, drawings or other documents shall be accompanied by a letter stating that they are being submitted and will be deemed approved unless rejected by the Agency within the stated time. If there is not time specified herein for such Agency action, the Participant may submit a letter referencing this Section 701 and requiring Agency approval or rejection of documents within thirty (30) 02/26/91 3927u/2338/09 -31- days after submission to the Agency or such documents shall be deemed approved. B. [§702] Amendments to this Agreement Participant and Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by lending institutions, or Agency's counsel or financial consultants, provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. VIII. [§800] ENTIRE AGREEMENT, WAIVERS This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 33 and Attachment Nos. 1 through 7, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Participant, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Participant. In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. IX. [§900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency on or before thirty (30) days after signing and delivery of this Agreement by Participant or this Agreement shall be void, except to the extent that the Participant shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed by the Agency. 02/26/91 3927u/2338/09 -32- IN WITNESS WHEREOF, the Agency, the Participant, and the Owner have signed this Agreement on the respective dates set forth below. 1991 LA QUINTA REDEVELOPMENTENCY -"�L (� 11- sy: 1( -- — char ark ATT Sec retaryr APPROVED AS TO FORM: Stradlinv, Yocca, Carlml� & Rauth L,egral ..Counsel to the La Quinta Redevelopment Agency WASHINGTON/ADAMS L.P., a California limited partnership By: SC ENTERPRISES, a California limited partnership, the Managing General Partner 10 1991 By: Shurl Curci, G*neral Partner 02/26/91 3927u/2338/09 -33- STATE OF CALIFORNIA ; td. COUNTY OF ) On thisday of � �� in the year 1991, before me, t e undersigned, a Notary Public and for said State, personally appeared �d� - ► personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Chairman of the LA QUINTA REDEVELOPMENT AGENCY and acknowledged to me that the LA QUINTA REDEVELOPMENT AGENCY executed it. OFFICIAL SEAL r w SAUNDRA L WOW, NOTARY PUBLIC • CALIFORNIA MMSUDE COUNTY F R , My CWm. Expires Dec. 18,1992 STATE OF CALIFORNIA ) COUNTY OF �G ) Si=ature of Notar Public Nagle typed or printed On .e�2t-2�.,: 1991 before me, the undersigned, a Notary Public in avvA for said State, personally appeared S8*JRL CURCI, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as a general partner of SC ENTERPRISES, the limited partnership that executed the within instrument, and acknowledged to me that such partnership executed the same on behslf of Washington/Adams, L.P., a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that said last named partnership executed the same. wITNESS ray hand and official Real. Notary Publi (SEAL) ROSEMARIE L. NEEDHAM Notary Pubic-Cdliomla LOS ANGELES COUNTY + My Ccx' w iss cn Dplres June 20, 1994 02/26/91 3927u/2338/09 ATTACHMENT NO. 1 MAP [To be inserted; separately designate the Site and the Project Area] 02/26/91 3927u/2338/09 ATTACHMENT NO. 1 ATTACHMENT NO. 2 LEGAL DESCRIPTION ALL THAT REAL PROPERTY LOCATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: The Site consists of two non-contiguous parcels that are separated by the Whitewater Channel; the larger one which will contain the retail center is that land bounded by Washington Street on the westerly side, the Whitewater Channel on the northerly side, Adams Street on the easterly side, and State Highway 111 on the southerly side; and the smaller parcel which will contain a future electrical power substation is that triangular shaped parcel of land in the northeasterly corner of Section 30, Township 5 South, Range 7 East, San Bernardino Base and Meridian that is bounded by the section line of said Section 30 on the northerly side, Adams Street on the easterly side, and the Whitewater Channel on the southwesterly side. In legal terms: the Site consists of all numbered and lettered parcels shown on Parcel Map No. 25865 recorded in the State of California, County of Riverside. 02/26/91 3927u/2338/09 ATTACHMENT -NO. 2 ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE I. GENERAL PROVISIONS IA. Execution of Aareement by Agency. The Agency shall approve and execute this Agreement, and shall deliver one (1) copy thereof to the Participant. 1B. Conditions Precedent. All of the Conditions Precedent (as set forth in Section 303) are satisfied. Not later than forty-five (45) days after the date of execution and submission -of three (3) copies of this Agreement by the Participant. Not later than one hundred eighty (180) days after the Effective Date of this Agreement. 2. Submittal of Final Not later than ninety (90) Tract Map. Participant days after the Effective shall prepare, submit to Date. City, satisfied and revise as necessary the Final Tract Map. 3. Drawings Review by the City. Plot Plan (90-434) approval for Phases I.& III as outlined in Specific Plan 89-104 has been obtained by the Participant with exception of the pad buildings or other uses that require a C.U.P. or Plot Plan as required by the City of La Quinta Municipal Code. These uses along with Phase II will be required to be submitted and acted upon by the City as outlined in items 3A through F below. 3A. Submittal of Design As required for project Concept Drawings. development. Participant shall prepare and submit to the City the Design concept Drawings. 02/26/91 ATTACHMENT NO. 3 3927u/2338/09 (Page 1 of -4) 3B. Design Review Board Submission. Participant shall submit Design Concept Drawings, including design and landscaping plans, to the Design Review Board, Planning Commission, and City Council in conformity with Section 204. 3C. Design Review Board, Review. The Design Review Board makes its recommendation for action by the Planning Commission or the City Council to approve, conditionally approve or deny the submission. As to Stage One, Design Concept Drawings shall be submitted not later than six months after the Effective Date of this Agreement. With respect to Stage Two, Design Concept Drawings shall be submitted on a schedule consistent with the requirement of Section 4A, below. Similarly, with respect to Stage Three, Design Concept Drawings shall be submitted on a schedule consistent with the requirement of Section 4A, below. Not later than thirty (30) days after the Design Review Board receives a complete submittal, unless revisions are required as outlined in 3F. 3D. Review of Drawings by the Within thirty (30) days after Planning Commission. Design Review Board makes Planning Commission shall recommendation unless approve, conditionally revisions are required as approve or deny the outlined in 3F. submission. 3E. Review of Drawings by the Within thirty (30) days after City Council. If required, Planning Commission makes it the City Council shall recommendation unless approve, conditionally revisions are required as approve, or deny the outlined in 3F. submission. 3F. Revisions to Drawings. Revisions necessary to accommodate the Design Review Board, Planning Commission or City Council comments or requirements. The Participant shall have thirty (30) days to make changes requested by the Design Review Board, Planning Commission, City Council and resubmit. 02/26/91 ATTACHMENT NO. 3 3927u/2338/09 (Page 2 of -4) 4 4A. 4B. 4C. "D Obtaining of Building Permits. Participant shall obtain all building and other permits needed to commence construction of the Participant Improvements as outlined in 4A -F below. Submission of Final Construction Drawings and Plans. Participant shall submit complete construction drawings and plans to City for review and approval. Review of Complete Drawings. The City shall approve, or disapprove the construction drawings and make comments. Revision of Final Construction Drawings. Participant shall submit revised and corrected construction drawings and plans to City, if necessary. Approval by Planning and Building Department. 4E. Additional Review of As to the Walmart Department Store and the portion of the Infrastructure Improvements to be constructed concurrently with the Walmart improvements, not later than nine months after the Effective Date. As to the remainder of the Stage One Improvements, not later than second (2nd)'anniversary of the Effective Date. As to the Stage Two Improvements, not later than the fifth (5th) anniversary of the Effective Date. As to the Stage Three Improvements, not later than the eighth (8th) anniversary of the Effective Date. Not later than thirty (30) days after submission by Participant. Not later than sixty (60) days after comments received from Planning and Building Department. Not later than thirty (30) days after drawings resubmitted by Participant. Drawings. If additional comments are made by Planning and Building Department after 02/26/91 ATTACHMENT NO. 3 3927u/2338/09 (Page 3 of -4) 4F. 5. 5A. 5B. 5C. Participant resubmits the drawings then steps 4C and 4D will be repeated two additional times only. Building Permits. Participant shall obtain building permits for the approved improvements. Construction Improvements. Commencement of Construction. Participant shall commence construction of the Participant Improvements. Completion of Foundations for Stage One. All foundations for Stage One are completed, as reason- ably determined by the City Engineer. Completion of Construction. Participant shall complete construction of all of the Participant Improvements. Not later than ninety (90) days after approval of the construction drawings by the City. Within ninety (90) days after issuance of building permits for the respective improvements, or as required by La Quinta Municipal Code. Not later than one hundred eighty (180) days after the issuance of building permits for the respective improve- ments. Not later than fifteen (15) months after the commencement of construction of the respective improvements. Stage One shall be completed not later than three (3) years from the Effective Date. Stage Two -shall be completed not later than six (6) years from the Effective Date. Stage Three shall be completed not later than nine (9) years from the Effective Date. 6. Payment of the Agency As set forth in Section 302. Assistance. Subject to Section 302 of the Agreement, the Agency pays to the Participant the Agency Assistance. 02/26/91 ATTACHMENT NO. 3 3927u/2338/09 (Page 4 of -4) ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT I. GENERAL DESCRIPTION The Site is delineated on the Map (Attachment No. 1) and the Legal Description (Attachment No. 2) pursuant to Section 104 and of the Agreement. II. DEVELOPMENT OF THE PARTICIPANT IMPROVEMENTS The Participant shall complete all of the improvements set forth in this Scope of Development (Attachment No. 4) to be constructed on the Site (the "On -Site Improvements") and those infrastructure improvements required in connection with the City's entitlement process to be provided by the Participant or otherwise described in this Scope of Development (the "Infrastructure Improvements"). All improvements set forth in this part II of the Scope of Development (Attachment No. 4) (including all of the On -Site Improvements and the Infrastructure Improvements), which conform to the Development Standards of part III hereof, together constitute the "Participant Improvements." The Infrastructure Improvements consist of two groups, as follows: (i) the "Agency Infrastructure Improvements", and (ii) the "Participant Infrastructure Improvements." The Agency Infrastructure Improvements consist of those certain improvements described in Addendum No. 1 to this Attachment No. 4. The Participant Infrastructure Improvements consist of all infrastructure improvements required by the Project Approvals. In addition to the Participant Improvements, the Participant shall dedicate to the respective public or quasi -public agencies intending to be the end users, at no cost, the well site required by the Coachella Valley Water District, being Parcel A of Parcel Map to be recorded, and the electrical substation parcel requ ed by the Imperial Irrigation District, being Parcel F of that same map. The Participant shall commence and complete the Participant Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 4). As part of the Participant Improvements, the Participant shall construct or cause to be constructed on the Site a retail center with an estimated size of six hundred seventeen thousand 02/26/91 ATTACHMENT NO. 4 3927u/2338/09 (Page 1 of -5) six hundred ninety-four (617,694) square foot, but not less than 553,500 comprised of: (a) A full service Walmart Department Store, or its equivalent, consisting of an estimated 126,000 square feet, but not less than 120,000 square feet; (b) A full service Payless Drugs, or its equivalent, consisting of an estimated 27,500 square feet, but not less than 24,000 square feet; (c) A full service Albertsons Supermarket, or its equivalent, consisting of an estimated 42,500 square feet, but not less than 30,000 square feet; (d) Other major tenants; and (e) Auxiliary shops; provided, however, if a market operator other than Albertsons, but of like reputation and sales potential or a pharmacy operator other than Payless, but of like reputation and sales potential is selected by Participant, the Parties shall confer in good faith so as to obtain approval for such substitution by the Agency. In the event that Participant secures an agreement with such an alternative to an Albertsons and/or a Payless, the Agency shall have the authority to determine the "comparable" nature of said alternative. The Agency shall exercise good faith and consider the information provided by the Participant as well as such other information -- for example, the size of the corporation, or the number of units of Southern California regional advertising -- as the Agency shall deem appropriate. In the event that the Participant, acting in its reasonable discretion, submits for approval to Agency, instead of an alternate Market or Pharmacy operator, a retail tenant of comparable regional reputation as Albertsons and/or Payless Drugs, and the average annual retail sales are reasonably expected to be of comparable quality and to generate comparable sales tax revenues to the City or the Agency as is estimated for the Albertsons and/or Payless Drugs operation, then notwithstanding the fact that such alternate businesses are not in the same business as a Market or a Pharmacy the Agency shall confer in good faith with Participant to determine if the financial projections for the Project sales tax generation are likely to be substantially unaffected, and upon such determination shall not unreasonably withhold its approval for substitution. Following such approval by the Agency such business shall be deemed to be a Market or a Pharmacy, respectively, for purposes of satisfying the obligations of Participant pursuant to this Agreement. 02/26/91 ATTACHMENT_NO. 4 3927u/2338/09 (Page 2 of 5) The development shall be accomplished in three stages: "Stage One" shall include the Walmart Department Store, the Market, the Pharmacy, and all Infrastructure Improvements except the improvements to Highway 111. "Stage Two" shall consist of Four Hundred Fifty Thousand (450,000) square feet gross leasable area, all enclosed, inclusive of Stage One, and the remaining portions of the Infrastructure Improvements. "Stage Three" shall consist of all of the Participant Improvements other than those required to be accomplished as part of Stage One or Stage Two. All of such improvements shall be commenced and completed by the respective times established therefor in the Schedule of Performance (Attachment No. 3). The development shall commence consistent with the times set forth therefor in the Schedule of Performance (Attachment No. 3). In any event, development shall be completed no later than the respective times established therefor in the Schedule of Performance (Attachment No. 3). III. DEVELOPMENT STANDARDS All of the Participant Improvements shall be developed in conformity with (i) the Municipal Code of the City of La Quinta (as in effect as of the time plans for the Participant Improvements are approved), (ii) the Project Approvals, and (iii) final City approval following recommendation by the Design Review Board and formal action to approve by the City Council or, if applicable, the Planning Commission. The Participant acknowledges that it shall be responsible to obtain any approvals of the Imperial Irrigation District, the Coachella Valley Water District, Caltrans, and such other public agencies as may have jurisdiction with respect to any portion of the Participant Improvements. The Participant shall make all necessary applications by such time(s) as will be consistent with the timely commencement and completion of the various portions of the Participant Improvements by the respective times established therefor by the Schedule of Performance (Attachment No. 3). In addition, the following development standards shall apply to the Participant Improvements: A. Vehicular Access. The placement of vehicular driveways shall be coordinated with the needs of proper street traffic flow. In the interest of minimizing traffic congestion, the City will control the number and location of curb breaks for access to the Site for off-street parking and truck loading. All access driveways shall require written approval of the City and, with respect to Highway 111, Caltrans. B. Loading. Adequate loading and unloading space shall be provided as approved by the City. Loading spaces visible from streets shall be landscaped or screened to prevent an unsightly or barren appearance. 02/26/91 ATTACHMENT NO. 4 3927u/2338/09 (Page 3 of -5) C. Signs. Signs shall be limited in size, subdued and otherwise designed to contribute positively to the environment. Signs identifying the building use will be permitted, but their height, size, location, color, lighting and design will be subject to City approval, and signs must conform to the Municipal Code of the City of La Quinta. No animated signs or signs extending above the roof parapet are allowed. Signage shall conform to "Sign Design Plan 111 -- La Quinta" approved by the Planning Commission of the City on D. Screening. All outdoor storage of materials or equipment shall be enclosed or screened to the extent and in the manner required by the City. E. Landscaping. The Participant shall provide and maintain landscaping within the public rights-of-way and within setback area along all street frontages and on-site all as required by the Plans and Drawings as approved by the City. Landscaping shall consist of trees, shrubs and installation of an automatic irrigation system adequate to maintain such plant material. The type and size of trees to be planted, together with a landscaping plan, shall be subject to the City's approval prior to planting. F. Utilities. Utilities on the Site such as are specified for undergrounding and/or enclosure on the plans and designs approved by the City shall be underground or enclosed at Participant's expense. In clarification of the foregoing, electrical power utilities on Adams St. shall not be placed underground. G. Parking. The Site shall contain on-site parking in compliance with local regulations. IV. SITE PREPARATION AND DEMOLITION The Participant shall effect any site preparation (including without limitation demolition and relocation of utilities) necessary for the provision of the Participant Improvements. All such work shall be at the sole cost and expense of Participant except to the extent such work is pre -approved to be included in Agency Assistance and/or funded by Infrastructure Bonds. Such Site preparation may consist of the following: 02/26/91 ATTACHMENT NO. 4 3927u/2338/09 (Page 4 of -5) A. Demolition. Demolition activities shall include: 1. Insofar as necessary to provide the Participant Improvements, the reduction and removal of any structures and improvements from the Site, including subsurface structures, and the removal of all bricks, lumber, pipes, equipment and other material and all debris and rubbish resulting from such demolition. 2. Insofar as necessary to provide the Participant Improvements, the removal of all paving (including catch basins, curbs, gutters, drives and sidewalks) within or on the Site. 3. Removal and abandonment by public utility companies of such utility lines, installations, facilities and related equipment within the Site required to effectuate the purposes of the Redevelopment Plan and this Agreement. The Agency is not in any way responsible for the filling of any excavations, nor for grading or compaction. Soil conditions shall be solely the responsibility of Participant. B. Soil Conditions. As between the Participant and the Agency, the Participant (i) assumes the responsibility to deal with all portions of the Site in an "as is" condition. It shall be solely the responsibility of Participant, at Participant's expense, to investigate and determine the soil and subsurface conditions of the Site. In the event such investigation indicates the conditions are not in all respects entirely suitable for the use or uses to which the Site will be put, then the Agency shall have no responsibility or obligation to take such action as may be necessary to place the Site and the soil conditions of the Site in all respects in a condition entirely suitable for the development of the Site. C. Subdivision Compliance. The Participant shall be responsible for the preparation and processing of maps, if any, as may be required pursuant to the Subdivision Map Act (Government Code Section 64100, et sec..) and local ordinances enacted pursuant thereto, and with complying with conditions imposed as a condition of map approval. 02/26/91 ATTACHMENT N0. 4 3927u/2338/09 (Page 5 of 5) ADDENDUM NO. 1 TO ATTACHMENT NO. 4 LISTING OF AGENCY INFRASTRUCTURE IMPROVEMENTS (As outlined on Exhibit "A" to this Attachment 4) A. CVWD Storm Channel Improvement The scope of work includes all surveying, prewatering, rough and fine grading, export of dirt as required and shotcrete including cutoff and all other work required to construct the Storm Channel Protection as detailed on the Hogencamp Engineering plans dated December 7, 1990 except for the low water crossing of Adams Street. B. Washington Street Improvement The scope of work is from the existing right of way on the west side to the new right of way on the east side of the new center line (approximately 100 L.F.) and from the intersection of Highway 111 to the intersection of the bridge. The work includes all surveying, rough and fine grading, asphalt paving including variable overlay but excluding asphalt or landscaped median, concrete curb and gutter, landscaping, striping and signage to construct the street improvements in accordance with City of La Quinta Standards and as outlined on the drawings prepared by the City of La Quinta dated 12/11/90. C. State Highway 111 Improvement The scope of work is from the existing edge of pavement east of Simon and existing curb between Simon and Washington on the southside of Highway 111 to the new right of way line on the north side of the Highway and from the east side of the Adams intersection approximately 3,600 L.F. to the intersection of Washington Street plus a variable width (+/- 0-20') transition on the north side of Highway 111 west of Washington to Point Happy (the acquisition cost of this variable right of way is excluded from the scope of work). The work includes all surveying, demolition, rough and fine grading, traffic control, asphalt paving including variable overlay, concrete including curb and gutter, driveways, raised landscaped median and sidewalks, striping, signage, street lighting at intersections, landscaping and all other work as required to construct the improvements in accordance with the Caltrans draft Project Report dated January 28, 1991. 02/26/91 ADDENDUM NO. 1 TO ATTACHMENT NO. 4 3927u/2338/09 (Page 1 of 2) D. Traffic Signals The scope of work is the installation of five (5) new traffic signals at the following intersections: Washington Street Bridge & Mobil entrance (3 legs) Highway 111 & Washington St. intersection (4 legs) Highway 111 & Simon intersection (4 legs) Highway 111 & Walmart entrance (3 legs) Highway 111 & Adams St. intersection (3 legs) (new) (new) (new) (new) (new) The work includes all material and labor required necessary for the installation of fully operational signals in conformance with the design standards set by Caltrans, the County of Riverside and the City of La Quinta. E. Adams Street Improvements The scope of work is a variable (44'-55') travelway from the new curb and gutter on the west side to the new edge of pavement on the east end from the intersection of Highway 111 to the tope of the Whitewater Channel (approximately 1300 L.F.). The scope of work does not include the low water crossing or any roadway improvements north of the Whitewater Channel. The work includes all surveying, rough and fine grading, asphalt paving, concrete curb and gutter (on the west side only), landscaping, striping and signage to construct the street improvements in accordance with the City of La Quinta Standards as outlined in the Hall & Foreman drawings dated December 3, 1990 with corrections from the City of La Quinta. F. CVWD Well Site In accordance with the draft agreement with CVWD dated January 15, 1991. Washington Adams,,L.P. shall dedicate to CVWD a graded parcel of land approximately 150'x150' for a regional wellsite. The scope of work shall include the capital cost for the improvements to include survey, grading, paving, boring, mechanical and electrical equipment required to construct the regional wellsite improvements as estimated by CVWD not to exceed $450,000.00. 02/26/91 ADDENDUM NO. 1 TO ATTACHMENT NO. 4 3927u/2338/09 (Page 2 of 2) ADDENDUM NO. 2 TO ATTACHMENT NO. 4 LIST OF MELLO-ROOS INFRASTRUCTURE IMPROVEMENTS AS OUTLINED ON EXHIBIT "B" OF THIS ATTACHMENT NO. 4 A. Perimeter Landscape The scope of work includes landscaping for (1) a 28' wide easement to the City from the new northerly right of way along Highway 111 extending from Washington Street to Adams Street; (2) a 10' wide easement to the.City from the new westerly right of way of Adams Street extending from Highway 111 to the northern most property line of the site prior to the Whitewater Channel, (3) a 20' wide easement to the City from the new easterly right of way of Washington Street extending from Highway 111 to the south end of the Washington Street bridge. The work includes all landscape, concrete -sidewalks, walls and footings, irrigation -piping and controls, and architectural features to construct the perimeter landscape buffer, per the schematic plans dated January 15, 1990 by Ron Gregory and.Associates. B. Water System On and Off Site The scope of work includes: the installation of a complete water system with a 1,300 L.F. mainline extending from the south side of Highway 111 along Adams Street to the Whitewater Channel with approximately three 3,500 L.F. branch lines connecting at the west end of the site and subsequently connecting with the existing main line running down Washington Street. Upon completion the improvement will be dedicated along with an easement to CVWD. The work includes all surveying, excavation, backfill, piping including laterals for building service and fire hydrant requirements and manholes necessary to complete the improvements as detiled on Hall & Foreman plans dated November 2, 1990. C. Sewer System On and Off Site The scope of work includes the installation of a complete sewer system with a 2,500 L.F. mainline extending from south of Highway 111 along Adams Street to the Whitewater Channel with approximately two 2,000 L.F. branch lines running across the site and approximately 1,000 L.F. of branch line on the west end of the site connecting to an existing main line located in Highway 111 at the 02/26/91 ADDENDUM NO. 2 TO ATTACHMENT NO. 4 3927u/2338/09 (Page 1 of 2) intersection of Washington Street. Upon completion the improvements will be dedicated along with an easement to CVWD. The work includes all surveying, excavation, backfill, piping including laterals for building service and manholes, necessary to complete the improvements as detailed on Hall & Foreman plans dated November 2, 1990. D. Power/Telephone and Cable The scope of work includes the installation of a complete underground power/telephone and cable conduit system for the installation by the respective utility companies of electrical, telephone and cable service to the site running along the Whitewater Channel between Adams Street and Washington Street along Highway 111 between Adams Street and Washington Street. Upon completion the improvements will be dedicated along with an easement to the appropriate utility company. The work includes all survey excavation, concrete, backfill, conduit including mainline and secondary feeds, transformers, pullboxes necessary to complete the improvements as detailed on the IID drawings dated January 24, 1991, GTE drawings and Palmer cable drawings to follow. 02/26/91 ADDENDUM NO. 2 TO ATTACHMENT NO. 4 3927u/2338/09 (Page 2 of -2) ADDENDUM NO. 3 TO ATTACHMENT NO. 4 The 217(a) Conditions are as follows: 1. Condition 2: This condition limits the height of the parking lot light standards to 30 feet. Based upon the lighting study using 42 feet high light standards benefits the project aesthetics and cost. The maximum pole height shall be 42 feet. 2. Condition 14: This condition requires a 34 foot setback along Washington Street. This condition will be changed to require 30 feet measured from curbline. 3. Condition 55.d: The Adams Street improvements shall run from Highway 111 to the northerly most driveway access. The low water crossing improvements will not be built as the IID site will be accessed from the North. 4. Condition 57: This condition requires 50% of the costs for the low water crossing at the Whitewater Channel. This condition will be eliminated and not required by the Applicant. 5. Condition 60: This condition requires 7.25% of the costs of the Washington Street bridge. This condition will be eliminated. The bridges will be constructed by Infrastructure Fees. 6. Condition 62: The property to the South Highway 111 will retain the storm water. Therefore, the easement is not required. 7. Condition 66: Along Highway 111, the landscape buffer should be measured from the street curb, not from Caltrans right-of-way. The landscape set back may vary for a 48 foot depth at Adams Street to a 38 footh depth at Washington Street if Caltrans requires additional roadway width. The 217(b) Conditions are as follows: 1. Condition 54.c.(2): Allows up to 50% of the reimbursement costs associated with the access from Washington Street adjacent to the bridge. This condition will be modified since the reimbursement is not necessary, it is part of the City of La Quinta's contribution. 02/26/91 ADDENDUM NO. 3 TO ATTACHMENT NO. 4 3927u/2338/09 (Page 1 of 2) 2. Condition 59: This condition allows 50-75% reimbursement for the traffic signals. This condition will.be modified since there will be no reimbursements, this is part of the City of La Quinta's costs. 02/26/91 ADDENDUM NO. 3 TO ATTACHMENT NO. 4 3927u/2338/09 (Page 2 of 2) ATTACHMENT NO. 5 Certificate of Completion RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) LA QUINTA REDEVELOPMENT ) AGENCY ) 78-105 Calle Estado ) La Quinta, CA 92253 ) Attn: Executive Director ) (Space above for Recorder's Use.) LA QUINTA REDEVELOPMENT PROJECT LA QUINTA, CALIFORNIA CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT WHEREAS, by an Owner Participation Agreement dated 1990, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (hereinafter referred to as the "Agency") and the WASHINGTON/ADAMS L.P., a California limited partnership (hereinafter referred to as the "Participant"), the Participant has developed the real property (the "Site"), legally described on the attached Exhibit A, by constructing or causing to be constructed the improvements (or some discrete portion thereof) thereon according to the terms and conditions of said Owner Participation Agreement (the "OPA"); and WHEREAS, pursuant to Section 216 of the OPA, promptly after completion of the Participant Improvements or any discrete phase or portion thereof, as therein defined, the Agency shall furnish the Participant with a Certificate of Completion upon written request therefor by the Participant; and WHEREAS, the issuance by the Agency of the Certificate of Completion shall be conclusive evidence that the construction of the Participant Improvements or any discrete phase or portion thereof, conforms to the OPA; and WHEREAS, the Participant has requested that the Agency furnish the Participant with the Certificate of Completion; and 02/26/91 ATTACHMENT NO. 5 3927u/2338/09 (Page 1 of 2) WHEREAS, the Agency has conclusively determined that the construction of the Participant Improvements (or phase or portion thereof, as described herein) conforms to the OPA; NOW THEREFORE: 1. As provided in the OPA, the Agency does hereby certify that the construction of the Participant Improvements (or phase or portion thereof, as described herein) has been satisfactorily performed and completed, and that such development and construction work complies with the OPA. 2. Except as referenced in that certain Agreement to be Recorded Affecting Real Property (the "Recorded Agreement"), recorded as document number among the official records of the County of Riverside, the OPA shall hereafter be of no further force and effect. Any continuing and existing rights, duties, obligations and liabilities pertaining to the Site or the subject matter of the OPA are provided as set forth in the Recorded Agreement, which Recorded Agreement shall remain in full force and effect according to its terms. 3. This Certificate of Completion does not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of a mortgage or any insurer of a mortgage security money loaned to finance the work of construction of improvements and development of the Site, or any part thereof. This Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. IN WITNESS WHEREOF, the Agency has executed this Certificate as of this ___ day of , 1991. LA QUINTA REDEVELOPMENT AGENCY By: ATTEST: Agency Secretary Executive Director 02/26/91 ATTACHMENT NO. 5 3927u/2338/09 (Page 2 of 2) STATE OF CALIFORNIA COUNTY OF RIVERSIDE On this undersigned, a appeared known to me (or evidence) to be as the Executive and acknowledge executed it. (SEAL) ss. day of , 1991, before me, the Notary Public in and for said State, personally J. personally proved to me on the basis of satisfactory the person who executed the within instrument Director of the LA QUINTA REDEVELOPMENT AGENCY d to me that the LA QUINTA REDEVELOPMENT AGENCY Signature of Notary Public Name typed or printed 02/26/91 3927u/2338/09 ATTACHMENT -NO. 5 EXHIBIT "A" TO ATTACHMENT NO. 5 LEGAL DESCRIPTION ALL THAT REAL PROPERTY LOCATED IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: (To Be Inserted) 02/26/91 3927u/2338/09 EXHIBIT "A" TO ATTACHMENT NO. 5 ATTACHMENT NO. 6 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO LA QUINTA REDEVELOPMENT AGENCY Attention: Executive Director) 78-105 Calle Estado La Quinta, California 92253 [Space above for recorder.] This Agreement is recorded at the request and for the benefit of the La Quinta Redevelopment Agency and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. LA QUINTA REDEVELOPMENT AGENCY By: Its: Dated: J. 1991 LA QUINTA REDEVELOPMENT PROJECT AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY THIS AGREEMENT is entered into this day of 1991, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and WASHINGTON/ADAMS L.P., a California limited partnership (the "Participant"), with reference to the following: A. The Participant is fee owner of record of that certain real property (the "Property") located in the County of Riverside, State of California legally described in the attached Exhibit "A". The Property is referred to in the "OPA" (defined in paragraph "C" hereof) as the Site. 02/26/91 ATTACHMENT_NO. 6 3927u/2338/09 (Page 1 of 5) B. The Property is within the La Quinta Redevelopment Project Area (the "Project") and is subject to the provisions of the Redevelopment Plan for the Project adopted by Ordinance No. 43 on November 29, 1983 by the City Council of the City of La Quinta. The Agency has full power and jurisdiction in respect to the Property pursuant to the Redevelopment Plan. C. The Agency and the Participant have entered into an Owner Participation Agreement dated as of , 1991 concerning the development and operation of the Property (the "OPA") which OPA is on file with the Agency as a public record and is incorporated herein by reference and which OPA provides for the execution and reconstruction of this document. Except as otherwise expressly provided in this Agreement, all terms shall have the same meanings as set forth in the OPA. NOW, THEREFORE, THE AGENCY AND THE PARTICIPANT AGREE AS FOLLOWS: 1. The Participant shall have the right and it covenants and agrees on behalf of its successor and assigns, to use the Property for the following purposes only: Participant shall develop or shall cause to be developed on the Site a retail center as more particularly set forth in the OPA. Participant covenants and agrees to use and operate the Property and the improvements thereon for a retail center consisting of an estimated 617,694 square feet but not less than 553,500 square feet. The Center must include: the development and operation of a full service Walmart Department Store consisting of an estimated 126,000 square feet, but not less than 120,000 square feet; the development and operation of a full service Albertsons Supermarket or its like equivalent consisting of an estimated 42,500 square feet, but not less than 30,000 square feet; and the development and operation of a full service Payless Drug Store or its like equivalent consisting of an estimated 27,500 square feet, but not less than 24,000 square feet'. Operation of the Site -as a retail center shall be required to conform to the uses permitted in the Redevelopment Plan for the term of such Redevelopment Plan, and Participant shall continue the operation of the retail center for at least the period of ten (10) years from the date of opening of Walmart. Additionally, the Participant, such successors and such assignees shall comply with all applicable laws regarding their operations and uses of the Site and shall diligently carry out and take all reasonable and necessary actions to accomplish this purpose. After the foregoing ten-year period, all uses conducted on the Site shall conform with the Redevelopment Plan as it exists as of the date of recordation of this Agreement. 02/26/91 ATTACHMENT NO. 6 3927u/2338/09 (Page 2 of 5) 2. The Participant, on behalf of itself and its successors, assigns, and each successor in interest to the Property or any part thereof, hereby covenants and agrees: (a) To use, devote, and maintain the Property and each part thereof, for the purposes specified in the Redevelopment Plan. (b) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of the Property or any improvements thereon, or of any part thereof. Each and every deed, lease, and contract entered into with respect to the Property shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for itself, it successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (2) In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee 02/26/91 ATTACHMENT NO. 6 3927u/2338/09 (Page 3 of -5) itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (3) In contracts: "There shall be no discrimination against or segregation of, any persons, or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 3. There shall be no discrimination against or segregation of any person, or groups of persons, on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the property or any part thereof, nor shall the Participant, its successors, assigns, or successors in interest to the Property or any part thereof, or any person claiming under or through them, establish part thereof, or any person claiming under or through them; establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of owners, tenants, lessees, sublessees, or vendees of the Property or any part thereof. 4. The agreements and covenants set forth in this Agreement shall run with the land. The agreements and covenants contained in Section 1 herein shall remain in effect for the periods provided therein. The agreements and covenants contained in Sections 2 and 3 herein pertaining to the uses of the Property shall remain in effect from the date hereto until the expiration date of the Redevelopment Plan as said expiration date may be extended by proper amendment to the Redevelopment Plan. Covenants regarding discrimination shall remain in effect in perpetuity. 02/26/91 ATTACHMENT N0. 6 3927u/2338/09 (Page 4 of 5) STATE OF CALIFORNIA es. COUNTY OF On this day ofin the year 1991, before me, the underaigme a Notary lic in and for said State, personally appeared ► personally known to gyne (or proved to me on the basis o satisfactory evidence) to be the person who executed this instrument as the Chairman of the LA QUINTA REDEVELOPMENT AGENCY and acknowledged to me that the LA QUINTA REDEVELOPMENT AGENCY executed it. Signature of Notary Public Name typed or printed STA"IT OF CALIFORNIA an, COUNTY OF On "1991 before me, the undersigned, a Notary Public in and for said State, personally appeared SHURL CURCI, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within, instrument as a General partner of SC ENTERPRISES, the limited partnership that executed the within instrument, and acknowledged to me that such partnership executed the same on behalf of Washington/Adams, L.P., a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that said last named partnership executed the sane. WITNESS my hand and official real. Notary Public (SEAL) 02/25/91 3927u/2338/09 ATTACHMNT No. 6 EXHIBIT "A" TO ATTACHMENT NO. 6 "Legal Description of the Affected Property" [To Be Inserted] 02/26/91 EXHIBIT "A" TO 3927u/2338/09 ATTACHMENT NO. 6 IN WITNESS WE the Agency and the Participant have executed this Agreement. "AGENCY" Dented: 1991 LA QUINTA REDMLOPMENT AGENCY AT'T'EST: Secretary 02/26/91 3927u/2338/09 $y: - 1 ��� "PARTICIPANT" WASKINGTON/ADAMS L.P., a California limited partnership By: SC ENTERPRISES, a California limited partnership, the Managing General Partnex 1991 Sy: $hurl Curei, General Partner ATTACHMENT NO. 5 (Page 5 of 5) ATTACHMENT NO. 7 AGREEMENTS WITH TAXING AGENCIES [To Be Inserted] 02/26/91 3927u/2338/09 ATTACHMENT NO. 7