Loading...
HomeMy WebLinkAboutContract 0335-1 THIS FIRST AMENDMENT TO CONSTRUCTION REIMBURSEMENT AGREEMENT ("Amendment No. 1") is entered into as of )Yr/Z- o f r r/r!J. '/- , 2004 by and between LANDAU DEVELOPMENT CO., INC. a California Co r ration (the "Subdivider") and the CITY OF CATHEDRAL CITY, a Municipal Corporation (the "City"). The Subdivider and the City are from time to time collectively referred herein as the"Parties". WITNESSETH WHEREAS, the City and Subdivider previously entered into that certain Construction Reimbursement Agreement (the "Original Agreement") dated March 1, 1989 in connection with the development and subdivision of Tract 21491 located at the southwest corner of 30th Avenue and Landau Boulevard(the"Property"); and WHEREAS,pursuant to the Original Agreement,properties connecting to certain sewer and water facilities constructed by Subdivider in connection with the development of the Property were to reimburse Subdivider on a proportionate basis. The City was obligated thereunder to collect the reimbursements; and WHEREAS, the Original Agreement had an original term of ten (10) years, with Subdivider maintaining an option to extend said term for one additional five (5) year extension period(the "Extension Period"); and WHEREAS, Subdivider requested and was granted the Extension Period which is scheduled to expire on January 31,2004; and WHEREAS,the Parties find it desirable to extend the Original Agreement by a second five(5) year period but cannot do so without an amendment to the Original Agreement allowing for such additional extension period. NOW THEREFORE, in consideration of the forgoing recitals, which are hereby incorporated into the operative provisions of this Amendment No. 1 by this reference and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and the Subdivider hereby further agree as follows: 1. The City and the Subdivider hereby amend the Original Agreement as follows: 1.1 Paragraph 8 of the Original Agreement, is hereby amended and restated in its entirety as follows: The term of this agreement shall be ten years, and the obligation for the City to collect or attempt to collect any l 5 d 8S89ISZ98f? 'ON/5Z : 9i ',LS/9Z : 91 f0 ,OZ I (Hi) seq I�3 FIZZINVINIfIO DISMON,LIOd aP N3d'dO 1 OdJ reimbursement amounts still due from any benefited properties as described herein shall end on such termination date. Provided subdivider is otherwise not in default of this agreement, however, this agreement may be extended for two (2) additional five(5) year terms upon express approval of the City Council of the City of Cathedral City, after its receipt of a written request from subdivider to do so, provided such request(s) for extension(s) is received prior to the expiration of the date hereof or, for the second five (5) year extension period, prior to the expiration of the initial five(5) year extension period. 2. Each individual and entity executing this Amendment No. 1 represents and warrants that he, she or its has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he, she or it is executing this Amendment No. 1 to the terms hereof. 3. This Amendment No. 1, together with the Original Agreement, as amended, is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Amendment No. 1 and the Original Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Amendment No. 1 shall be set forth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any part of any breach hereunder shall be deemed to a waiver of any other or subsequent breach. 4. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Amendment No. 1 attached thereto. 5. Time is of the essence in the performance of and compliance with each of the provisions and conditions of this Amendment No. 1. 6. The making, execution and delivery of this Amendment No. 1 by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressly set forth herein. 7. Wherever possible, each provision of this Amendment No. 1 shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Amendment No. 1 shall be invalid or prohibited thereunder, such invalidity or prohibition shall 2 9 d E98919Z99 'ON/SZ:9I 'ZS/LZ:91 i70 ,0Z j (SAS) SpgP Ip0 VtIINVINIf1O A}ISMONZEOE aP N83110 NOld be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Amendment No. 1. 8. The language in all parts of this Amendment No. 1 shall he in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto_ Section headings of this Amendment No. I are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Amendment No. 1. References to "Sections" or "Paragraphs" are to Sections or Paragraphs of this Amendment No 1 or the Original Agreement, unless otherwise specifically provided_ 9. This Amendment No. I shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict-of-law principals of said State. 10. To the extent there are any inconsistencies between this Amendment No. 1 and the Original Agreement, the terms of this Amendment No. 1 shall supercede the terms of the Original Agreement. All other terms and conditions of the Original Agreement shall remain in full force and effect and shall apply. [THIS SPACE INTENTIONALLY LEFT BLANK] 3 L d EcHtS7,98f7 'ON/S :91 IS/a:91 (-j ,07., 'I (EL) AXSMONZdOd aP NEED YlOLl IN WITNESS WHEREOF, the City and the Subdivider have executed this Agreement on the year and day first hereinabove written. "CITY" THE CITY O " CATR. . •: CITY By. Mayor ATTEST: 2774/e/ City Clerk APPROVED AS TO FORM: 012,6—t City Attorney "SUBDIVIDER" LANDAU DEVELOPMENT CO.,INC., a California corporation I \ / EY ld4AA mod/ �_ �.• , (Name an. i e) By: (Name and Title) CATH\0007\DOC\First Amendment to Landau Reimbursement Agreement 4 8 d 8S89ISZ98i7 'ON/SZ . 9I 'ZS/GZ '9I ti0 N, 'I (dllsl sEq' IPD VY1INHZNIIIO A?ISMONZHOg aF NddEO NIO�id • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT x1.474 3!� f!sa' t A. .4,,.,.:� v,t.� 4 cat;.ca.. aaa�4 A.., ..,vw ,4,_�4,.s�t ..A.,.. ,.A.a,-..,.s pi State of California l County of Riverside ri On January 26 , 2004 before me, Laura M. Gardner , Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") 0. I personally appeared IRVIN B. GREEN , Name(s)of Signer(s) ❑personally known to me–OR XXproved to me on the basis of satisfactory evidence to be the person() 'i whose name(af is/ate-subscribed to the within instrument kl i and acknowledged to me that he/shelthey executed the FN same in his/hem authorized capacity(aes),and that by fQ{� his/htheir signature(.s')on the instrument the person f s') ,A 2 ' LAURA M. u �r;D"��f or the entity upon behalf of which the persona') acted, M 11 •s COMM. #1262875 executed the instrument. it , , ' r NOTARY PUBLIC-CALIFORNIA° , �ii RIVERSIDE COUNTY w 1 ',�. My Comm.Exp.May 19,2004 Z WITNESS my hand and official seal. 9 it 4.,,,, Signature of Notary Public 01 OPTIONAL .g ki Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent 01 fraudulent removal and reattachment of this form to another document. Description of Attached Document 01 y Title or Type of Document: ,? 1J Document Date: Number of Pages: r 01 Signer(s) Other Than Named Above: . ti Capacity(ies) Claimed by Signer(s) ) 1 Signer's Name: Signer's Name: 01 & ❑ Individual ❑ Individual 01 G ❑ Corporate Officer ❑ Corporate Officer 01 Title(s): Title(s): pi A ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General I ❑ Attorney-in-Fact ❑ Attorney-in-Fact 01 ❑ Trustee ❑ Trustee 1 RIGHT THUMBPRINT RIGHT THUMBPRINT ❑ Guardian or Conservator OF SIGNER ❑ Guardian or Conservator OF SIGNER '4 ❑ Other: Top of thumb here ❑ Other: Top of thumb here •( 1 3' fit 0 i. Signer Is Representing: Signer Is Representing: '� 's • Il 4i G r L •,/.4•!_.•• 4•P4'v4\t..•_,s±. " •<'. 'sue.\_,•\—At..•• -. a LC><=FS` f5'� ` Gi`•-=ti"E,, •• •_ `' - ©1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 • RESOLUTION NO. ) oc: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CATHEDRAL CITY APPROVING AMENDMENT NO. 1 TO THE CONSTRUCTION REIMBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF CATHEDRAL CITY AND LANDAU DEVELOPMENT CO., INC. WHEREAS, the City of Cathedral City (the "City") and Landau Development Co., Inc. (the "Subdivider") previously entered into that certain Construction Reimbursement Agreement (the "Original Agreement") dated March 1, 1989 in connection with the development and subdivision of Tract 21491 located at the southwest corner of 30t" Avenue and Landau Boulevard (the "Property"); and WHEREAS, pursuant to the Original Agreement, properties connecting to certain sewer and water facilities constructed by Subdivider in connection with the development of the Property were to reimburse Subdivider on a proportionate basis. The City was obligated thereunder to collect the reimbursements; and WHEREAS, the Original Agreement had an original term of ten (10) years, with Subdivider maintaining an option to extend said term for one additional five (5) year extension period (the "Extension Period"); and WHEREAS, Subdivider requested and was granted the Extension Period which is scheduled to expire on January 31, 2004; and WHEREAS, the City and Subdivider find it desirable to extend the Original Agreement by a second five (5) year period but cannot do so without an amendment to the Original Agreement allowing for such additional extension period; and WHEREAS, in order to extend the Original Agreement by an additional five (5) year period, the City and the Subdivider desire to enter into a certain Amendment No. 1 (the "Amendment") to the Construction Reimbursement Agreement, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, the City Council of the City has reviewed the Amendment and all evidence and testimony for and against the approval of the Amendment. 1 NOW THEREFORE, the City Council of the City of Cathedral City hereby resolves as follows: Section 1. The foregoing Recitals are true and correct and are incorporated herein by this reference. Section 2. The City Council hereby approves the Amendment and, in doing so, also authorizes the extension of the Original Agreement by an additional five (5) year extension period. Section 3. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED this M day of J4,-1 , 2004. 4110 Mayor Geor.'- Stettler A T: Pat Hammers, City Clerk APPROVED AS TO FORM: CL---- 400---Steven B. Quintanilla, City Attorney REVIEWED: Donald E. Bradley, City ¶flanaer Cath\0007\doc\CC Reso Approving First Amendment to Landau Reimbursement Agreement 2 4 EXHIBIT"A" AMENDMENT NO. 1 TO CONSTRUCTION REIMBURSEMENT AGREEMENT 3