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RGB Commercial/Property Negotiations 91NEGOTIATION AGREEMENT LA QUINTA REDEVELOPMENT AGENCY ("Agency") and RUSS BECKNER doing business as RGB Commercial Development ("Developer"), enter into this Agreement on the terms and provisions set forth below. R E C I T A L S: 1. The Agency is in the process of implementing the Redevelopment Plan for Project Area No. 2. 2. The Agency has solicited proposals for a certain portion of Project Area No. 2 (the "Project Area"), which portion is the "Site", as hereafter described in Exhibit "A" hereto which is incorporated herein by reference. 3. The Developer has indicated to the Agency that the Developer is an experienced developer and operator of commercial centers of the type and size desired by the Agency. 4. The parties hereto acknowledge that the economic feasibility of development has not yet been determined to the satisfaction of either party. THE AGENCY AND THE DEVELOPER HEREBY AGREE AS FOLLOWS: I. (Section 100) Negotiation. A. (Section 101) Good Faith Negotiations. The Agency and the Developer agree for the period set forth below that, subject to the submittal by the Developer of those materials required to be presented to the Agency pursuant to this Agreement, the parties are to negotiate in good faith toward the preparation of a disposition and development agreement to be entered into between the Agency and the Developer concerning one or more portions of the "Site". The Agency agrees (for the period set forth below and provided that this Agreement remains in effect) not to enter into a disposition and development agreement with any other person or entity, other than an entity or entities ( and their joint venturers, assignees, or successors) holding interests in all or any portion of the Site, regarding the Site without the consent of Developer. The Developer acknowledges that its rights pursuant to this Agreement are in all cases subject to the Agency's rules for owner participation and any rights to such participation as construed by the Agency. The Developer expressly acknowledges that the Agency has been involved in negotiations with Transpacific Development Company ("TDC") concerning that certain area so designated on Exhibit "A", and agrees and acknowledges that the Agency may enter into one or more agreements with TDC concerning such property. The obligation to negotiate in good faith requires that Developer communicate with Agency with respect to those issues for which Agreement has not been reached, and in such communication follow reasonable negotiation procedures including meetings, telephone conversations and correspondence. It is understood by the parties that final accord on those issues may not be reached. B. (Section 102) Required Action (1) Within ninety (90) days from the date of this Agreement, Developer shall submit to the Agency a detailed narrative description of the general scope of development proposed (the "Development Concept"). The Development Concept shall include: (a) Master Plan for the development of the Site including a detailed statement of the proposed land uses and list of tenants from whom the Developer in good faith believes letters of intent can be obtained. The proposed tenants shall consist primarily of retail/commercial users; (b) estimate of development costs, (c) key assumptions as to economic feasibility, such as development timing, and any commitments expected from the Agency; (d) the proposed scheduling of the proposed development or phases thereof; financing; (e) the proposed source and method of (f) detailed biographical and background description of the Developer (and all principals in the proposed development entity), including such matters as (i) prior record with respect to the completion of projects, particularly those of a scale comparable to that proposed herein; and (ii) record of timely performance reflecting minimal litigation and/or disputes concerning the payment of joint venturers, contractors, suppliers, or taxing authorities. It is understood that the Agency may take appropriate steps to verify such matters, and the Developer agrees to cooperate in furnishing such information to the Agency; 01/08/91 3235u/2338/000 _ 2 _ (9) proposal for site assembly. The Developer acknowledges that Agency funds may not be available for acquisiti-on and that an advance of funds by the Developer to assemble the Site (including acquisition of interests in property and any relocation assistance) will be required. The Agency shall review the Development Concept and may either approve it, request modifications or reject it. If the Development Concept is rejected, the Agency shall provide a list of deficiencies to the Developer, and if these deficiencies are not corrected to the satisfaction of the Agency within 30 days of such rejection, this Agreement shall automatically terminate unless it is extended by the mutual agreement of the Agency and Developer. (2) If the Agency approves the Development Concept, then the Agency and the Developer will use reasonably diligent efforts to complete the negotiation of a Disposition and Development Agreement (the "DDA") with respect to the development (the "Development") within ninety (90) days from the date of the approval by the Agency of the Development Concept. Prior to the approval of a DDA, the Developer shall submit to the Agency the identity and audited financial statements for guarantors (the Developer acknowledges that personal guarantees shall be required with respect to obligations of the Developer in the event the Developer does business in a corporate or partnership form), and a description of the anticipated involvement of existing owners and tenants in connection with the proposed development, including a discussion of how such participation is to be accomplished. During this period, Developer shall prepare and submit an architectural concept of the proposed Development. If a DDA has not been entered into within the ninety (90) day period referred to herein, this Agreement shall be automatically terminated unless extended by mutual agreement of the Agency and Developer. If a DDA is signed, it shall supersede this Negotiation Agreement. The parties acknowledge that this Agreement may lead to one or more DDAs with respect to all or portions of the Site. It is mutually understood by the parties that any DDA between the Developer and the Agency will provide that the Agency will not convey property to the Developer unless and until the Developer presents to the Agency evidence satisfactory to the Agency that the Developer will immediately develop such property. 01/08/91 3235u/2338/000 _ 3 _ (3) All actions performed by or on behalf of the Developer pursuant to this Agreement shall be solely at the cost of the Developer without regard to whether the parties enter into additional agreements. All materials provided to the Agency by the Developer pursuant to this Agreement shall be retained by the Agency to the extent such materials are determined in good faith by the City Attorney to be public records. With respect to any such material that does not constitute a public record, the Agency shall have the option to retain any or all of such material by making payment to the Developer sufficient to reimburse the Developer for its out-of-pocket costs in generating such material. II. (Section 200) Rental Purchase Price and/or Other Consideration. The rental, purchase price and/or other consideration to be paid by the Developer under the DDA will be established between the parties during negotiations. Such rental, purchase price and/or other consideration will be based upon such factors as market conditions, density of development, costs of development, risks of Developer, estimated or actual Developer profit, estimated or actual sales prices and/or rentals, public purpose, and/or fair value for the uses permitted to be developed. III. (Section 300) Miscellaneous. A. , (Section 301) Developer's Findings, Determinations. Studies and Reports. If from time to time requested by the Agency, Developer agrees to make weekly oral progress reports and monthly written reports to the Executive Director of the Agency advising the Agency on all matters and all studies being made. If the negotiations do not result in a DDA, the Agency shall have the option to cause the Developer to submit to the Agency Developer's findings and determinations regarding the proposed development, and copies of all studies and reports made by Developer specifically for this proposed Development to the extent not containing confidential information so long as the Agency makes payment to the Developer sufficient to reimburse the Developer for its out-of-pocket costs in generating such material; provided, however, that all such findings, determinations, studies and reports, will be furnished without warranty of any kind, and Agency agrees to hold Developer harmless with respect to any use by Agency of such information. 01/08/91 3235u/2338/000 - 4 - B. (Section 302) State Environmental pLality Act. The Agency may require the Developer to supply data and information both to determine the impact of the development on the environment and to assist in the preparation of any necessary environmental impact reports or supplements to the environmental impact reports. C. (Section 303) Terminate n. In addition to its right to terminate this Agreement forthwith in the event the Developer fails to take any action required pursuant to Section 102 of this Agreement by the time specified therein, the Agency shall, at its option terminate this Agreement in the event it determines that the Developer is failing to proceed in good faith to discharge its obligations under this Agreement; provided that prior to terminating this Agreement on grounds that the Developer is not proceeding in good faith, the Agency shall provide notice to the Developer of its intention to terminate, and shall provide the Developer with a reasonable time (of not less than thirty [301 days and not more than sixty (601 days) to cure such failure. Upon expiration of such cure period, the Agency may terminate this Agreement. The Developer may terminate this Agreement by giving ten (10) days' written notice to the Agency. This Agreement shall automatically terminate on the one hundred eightieth (180th) day after its execution, unless sooner terminated. E. (Section 305) Assignment. This Agreement shall not be assigned by the Developer without prior written approval of the Agency, which the Agency shall grant or refuse at its sole discretion. IV. (Section 400) Special Provisions A. (Section 401) Redevelopment Project Financing. The financing of the Redevelopment Project is being and will be accomplished primarily by means of property tax developments by developers which produce an increase in property tax assessed valuations. In addition, with the mutual agreement of the Agency and the Developer, other methods of Agency financing may be used and shall be set forth in any DDA. Both Agency and Developer recognize that the terms of the Agreement, including the relative financial and other contributions of the parties, have not yet been determined. 01/08/91 3235u/2338/000 _ 5 _ B. (Section 402) Agency Assistance and Cooperation. The Agency shall cooperate fully in providing Developer with appropriate information and assistance; provided that the Agency shall not be obligated to incur costs therefor. C. (Section 403) Agency Public Hearing. Any DDA entered into hereunder shall be subject to the requirement that any proposed disposition and sale of land shall not be authorized until it has been considered and approved by the Agency and City Council after public hearing as required by law. D. (Section 404) Real Estate Commissions. The Agency shall not be liable for any real estate commission or brokerage fees which may arise therefrom. The Agency represents that it has engaged no broker, agent or finder in connection with this transaction, and the Developer agrees to hold the Agency harmless from any claim by any broker, agent or finder retained by the Developer. E. (Section 405) Press Releases. The Developer agrees to discuss any press releases with a designated Agency representative prior to disclosure in order to assure accuracy and consistency of the information. F. (Section 406) Nondiscrimina inn. With respect to Developer's obligations and performance hereunder, the Developer shall not discriminate in any matter on the basis of race, creed, color, religion, gender, marital status, national origin or ancestry. G. (Section 407) Notice. All notices given or required to be given hereunder shall be in writing and addressed to the parties as set out below, or to such other address as may be noticed under and pursuant to this paragraph. Any such notice shall be considered served when actually received by the party intended, whether personally served or sent postage prepaid by registered or certified mail, return receipt requested. Agency: Executive Director La Quinta Redevelopment Agency P.O. Box 1504 78-105 Calle Estado La Quinta, CA 92253 01/08/91 3235u/2338/000 _ 6 _ Developer: H. Section 408) Russ Beckner 75-850 Osage Trail Indian Wells, CA 92210 Other Agreements This Agreement supersedes any previous agreement entered into between the Developer and the Agency with respect to the Site. I. (Section 409) Warranty of Signator. The signatories to this Agreement represent and warrant that they have the authority to execute this Agreement on behalf of the principles they purport to represent. Dated: /— /<P , 1991 Dated: / "- '/Q , 1991 RUS,S1BECKNER doing business as RGB Corhmercial Develop t Russ Beckner LA QUINTA REREVEL,OPMEN"GENCY Ch .�A Z r4d-Q�� O1/08/91 3235u/2338/000 - 7 - EXHIBIT "A" iI C; MAP OF THE SITE 0 1600 800 Iq ERN MAP CITY OF LA QUINTA